SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
| |
☒ | |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| |
| For the quarterly period ended |
or
| |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| |
| For the transition period from to |
Commission file numbers: 001-11331, 333-06693, 000-50182, 333-06693-02 and 000-50183
Ferrellgas Partners, L.P.
Ferrellgas, L.P.
Ferrellgas Partners Finance Corp.
Ferrellgas Finance Corp.
(Exact name of registrants as specified in their charters)
Delaware | | 43-1698480 |
Delaware | | 43-1698481 |
Delaware | | 43-1742520 |
Delaware | | 14-1866671 |
(States or other jurisdictions of incorporation or organization) | | (I.R.S. Employer Identification Nos.) |
| | |
One Liberty Plaza, | | 64068 |
(Address of principal executive office) | | (Zip Code) |
Registrants’ telephone number, including area code: (913) 661-1500
Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes
Indicate by check mark whether the registrants have submitted electronically and posted on their corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrants were required to submit and post such files). Yes
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,“Large Accelerated Filer,” “accelerated filer,“Accelerated Filer,” “smaller reporting company,“Smaller Reporting Company,” and “emerging growth company”“Emerging Growth Company” in Rule 12b-2 of the Exchange Act.
Ferrellgas Partners, L.P.: | | | | ||||||
Large | Accelerated Filer ☐ | Non-accelerated Filer ☒ | Smaller | ||||||
| | | Emerging |
Ferrellgas, L.P., Ferrellgas Partners Finance | | ||||||
Large | Accelerated Filer ☐ | Non-accelerated Filer ☒ | Smaller | ||||
| | | Emerging |
If an emerging growth company,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, L.P. and Ferrellgas, L.P.
Ferrellgas Partners Finance Corp. and Ferrellgas Finance Corp.
Indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act).
Ferrellgas Partners, L.P. and Ferrellgas, L.P. Yes
Ferrellgas Partners Finance Corp. and Ferrellgas Finance Corp. Yes
Indicate by check mark whether the registrants have filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Ferrellgas Partners, L.P. and Ferrellgas Partners Finance Corp. Yes ☒ No ☐
Ferrellgas, L.P. and Ferrellgas Finance Corp. N/A
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: | Trading Symbol | Name of each exchange on which registered: | ||
N/A | | N/A | | N/A |
At February 28, 2018,November 30, 2023, the registrants had common unitsClass A Units, Class B Units or shares of common stock outstanding as follows:
Ferrellgas Partners, L.P. | 4,857,605 | Class A Units | ||
| 1,300,000 | Class B Units | ||
Ferrellgas, L.P. | n/a | n/a | ||
Ferrellgas Partners Finance Corp. | 1,000 | Common Stock | ||
Ferrellgas Finance Corp. | 1,000 | Common Stock |
Documents Incorporated by Reference: None
EACH OF FERRELLGAS PARTNERS FINANCE CORP. AND FERRELLGAS FINANCE CORP. MEET THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION
EXPLANATORY NOTE
This report combines the quarterly reports on Form 10-Q for the quarter ended October 31, 2023 of Ferrellgas Partners, L.P. together with its consolidated subsidiaries, including Ferrellgas, L.P., Ferrellgas Partners Finance Corp., and Ferrellgas Finance Corp. Unless stated otherwise or the context otherwise requires, references to “Ferrellgas Partners” refers to Ferrellgas Partners, L.P. itself, with its consolidated subsidiaries. References to the “operating partnership” mean Ferrellgas, L.P., together (except where the context indicates otherwise) with its consolidated subsidiaries, including Ferrellgas Finance Corp. The terms “us,” “we,” “our,” “ours,” “consolidated,” the “Company” or “Ferrellgas” refer to Ferrellgas Partners, L.P. together with its consolidated subsidiaries, including Ferrellgas, L.P., Ferrellgas Partners Finance Corp. and Ferrellgas Finance Corp., except when used in connection with “Class A Units” or “Class B Units,” in which case these terms refer to Ferrellgas Partners, L.P. without its consolidated subsidiaries.
Ferrellgas Partners is a publicly traded Delaware limited partnership formed in 1994 and is primarily engaged in the retail distribution of propane and related equipment sales. Our Class A Units are traded on the OTC Pink Market under the symbol “FGPR.” The operating partnership was formed on April 22, 1994, and accounts for substantially all of our consolidated assets, sales and operating earnings.
Ferrellgas Partners is a holding entity that conducts no operations and has two direct subsidiaries, the operating partnership and Ferrellgas Partners Finance Corp. Our activities are primarily conducted through the operating partnership. Ferrellgas Partners and the Preferred Unitholders are the only limited partners of the operating partnership. Ferrellgas, Inc. is the sole general partner of Ferrellgas Partners and the operating partnership and, excluding the economic interests attributable to the Class B Units and the Preferred Units, owns an approximate 1% general partner economic interest in each, and, therefore, an effective 2% general partner economic interest in the operating partnership. Excluding the economic interests attributable to the Preferred Units, Ferrellgas Partners owns an approximate 99% limited partner interest in the operating partnership.
Our general partner performs all management functions for us. The parent company of our general partner, Ferrell Companies, currently beneficially owns approximately 23.4% of our outstanding Class A Units. Ferrell Companies is owned 100% by an employee stock ownership trust.
We believe that combining the quarterly reports on Form 10-Q for these entities provides the following benefits:
● | enhances investors’ understanding of Ferrellgas Partners and the operating partnership by enabling investors to view the business as a whole in the same manner that management views and operates the business; |
● | eliminates duplicative disclosure and provides a more streamlined and readable presentation, since a substantial portion of the disclosure applies to both Ferrellgas Partners and the operating partnership; and |
● | creates time and cost efficiencies through the preparation of a combined presentation. |
To help investors understand the differences between Ferrellgas Partners and the operating partnership, this report provides separate condensed consolidated financial statements for Ferrellgas Partners and the operating partnership. Noncontrolling interests, Class A Units, Class B Units, shareholders' equity (deficit) and partners' deficit are the main areas of difference between the condensed consolidated financial statements of Ferrellgas Partners and those of the operating partnership. A single set of notes to condensed consolidated financial statements is presented that includes separate discussions for Ferrellgas Partners and the operating partnership, when applicable. A combined Management's Discussion and Analysis of Financial Condition and Results of Operations section is also included that presents combined information and discrete information related to each entity, as applicable.
In order to highlight the differences between Ferrellgas Partners and the operating partnership, this report includes the following sections that provide separate financial information for Ferrellgas Partners and the operating partnership:
● | condensed consolidated financial statements; and |
● | certain accompanying notes to condensed consolidated financial statements, which denote “Ferrellgas Partners” and “The operating partnership” in sections where applicable. |
2
FERRELLGAS PARTNERS FINANCE CORP.
FERRELLGAS, L.P.
FERRELLGAS FINANCE CORP.
| | Page | |||
| |||||
| |||||
| | | |||
| | ||||
| |||||
| |||||
| |||||
| |||||
| |||||
| | | |||
| |||||
| |||||
| 9 | ||||
| 10 | ||||
| 11 | ||||
| 12 | ||||
| 13 | ||||
| | | |||
| Ferrellgas Partners, L.P. and Subsidiaries and Ferrellgas, L.P. and Subsidiaries | | |||
| 14 | ||||
| | | |||
| | ||||
| 33 | ||||
|
3
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES | ||||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | ||||||||
(in thousands, except unit data) | ||||||||
(unaudited) | ||||||||
January 31, 2018 | July 31, 2017 | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 14,173 | $ | 5,760 | ||||
Accounts and notes receivable, net (including $235,150 and $109,407 of accounts receivable pledged as collateral at January 31, 2018 and July 31, 2017, respectively) | 255,978 | 165,084 | ||||||
Inventories | 110,092 | 92,552 | ||||||
Assets held for sale | 52,200 | — | ||||||
Prepaid expenses and other current assets | 41,400 | 33,388 | ||||||
Total current assets | 473,843 | 296,784 | ||||||
Property, plant and equipment, net | 646,327 | 731,923 | ||||||
Goodwill, net | 246,098 | 256,103 | ||||||
Intangible assets (net of accumulated amortization of $452,283 and $436,428 at January 31, 2018 and July 31, 2017, respectively) | 243,079 | 251,102 | ||||||
Other assets, net | 77,712 | 74,057 | ||||||
Total assets | $ | 1,687,059 | $ | 1,609,969 | ||||
LIABILITIES AND PARTNERS' DEFICIT | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 82,072 | $ | 85,561 | ||||
Short-term borrowings | 261,200 | 59,781 | ||||||
Collateralized note payable | 166,000 | 69,000 | ||||||
Other current liabilities | 140,510 | 126,224 | ||||||
Total current liabilities | 649,782 | 340,566 | ||||||
Long-term debt | 1,811,617 | 1,995,795 | ||||||
Other liabilities | 35,422 | 31,118 | ||||||
Contingencies and commitments (Note J) | ||||||||
Partners' deficit: | ||||||||
Common unitholders (97,152,665 units outstanding at January 31, 2018 and July 31, 2017) | (762,046 | ) | (701,188 | ) | ||||
General partner unitholder (989,926 units outstanding at January 31, 2018 and July 31, 2017) | (67,604 | ) | (66,991 | ) | ||||
Accumulated other comprehensive income | 24,332 | 14,601 | ||||||
Total Ferrellgas Partners, L.P. partners' deficit | (805,318 | ) | (753,578 | ) | ||||
Noncontrolling interest | (4,444 | ) | (3,932 | ) | ||||
Total partners' deficit | (809,762 | ) | (757,510 | ) | ||||
Total liabilities and partners' deficit | $ | 1,687,059 | $ | 1,609,969 | ||||
See notes to condensed consolidated financial statements. |
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES | ||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||||||||
(in thousands, except unit data) | ||||||||||||||||
(unaudited) | ||||||||||||||||
For the three months ended January 31, | For the six months ended January 31, | |||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
Revenues: | ||||||||||||||||
Propane and other gas liquids sales | $ | 592,239 | $ | 437,375 | $ | 894,997 | $ | 679,774 | ||||||||
Midstream operations | 117,276 | 96,787 | 238,036 | 204,831 | ||||||||||||
Other | 45,641 | 45,088 | 76,778 | 74,187 | ||||||||||||
Total revenues | 755,156 | 579,250 | 1,209,811 | 958,792 | ||||||||||||
Costs and expenses: | ||||||||||||||||
Cost of sales - propane and other gas liquids sales | 362,918 | 235,029 | 542,433 | 354,241 | ||||||||||||
Cost of sales - midstream operations | 107,067 | 87,024 | 215,192 | 181,666 | ||||||||||||
Cost of sales - other | 20,787 | 20,657 | 34,489 | 32,403 | ||||||||||||
Operating expense | 123,716 | 113,076 | 234,178 | 218,162 | ||||||||||||
Depreciation and amortization expense | 25,485 | 25,607 | 51,217 | 51,809 | ||||||||||||
General and administrative expense | 14,891 | 12,279 | 28,055 | 26,548 | ||||||||||||
Equipment lease expense | 6,954 | 7,416 | 13,695 | 14,765 | ||||||||||||
Non-cash employee stock ownership plan compensation charge | 4,031 | 2,945 | 7,993 | 6,699 | ||||||||||||
Asset impairments | 10,005 | — | 10,005 | — | ||||||||||||
Loss on asset sales and disposals | 39,249 | 45 | 40,144 | 6,468 | ||||||||||||
Operating income | 40,053 | 75,172 | 32,410 | 66,031 | ||||||||||||
Interest expense | (42,673 | ) | (36,819 | ) | (83,480 | ) | (72,247 | ) | ||||||||
Other income, net | 684 | 763 | 1,195 | 1,271 | ||||||||||||
Earnings (loss) before income taxes | (1,936 | ) | 39,116 | (49,875 | ) | (4,945 | ) | |||||||||
Income tax expense (benefit) | (162 | ) | 588 | 215 | (2 | ) | ||||||||||
Net earnings (loss) | (1,774 | ) | 38,528 | (50,090 | ) | (4,943 | ) | |||||||||
Net earnings (loss) attributable to noncontrolling interest | 69 | 430 | (332 | ) | 32 | |||||||||||
Net earnings (loss) attributable to Ferrellgas Partners, L.P. | (1,843 | ) | 38,098 | (49,758 | ) | (4,975 | ) | |||||||||
Less: General partner's interest in net earnings (loss) | (19 | ) | 381 | (498 | ) | (50 | ) | |||||||||
Common unitholders' interest in net earnings (loss) | $ | (1,824 | ) | $ | 37,717 | $ | (49,260 | ) | $ | (4,925 | ) | |||||
Basic and diluted net earnings (loss) per common unit | $ | (0.02 | ) | $ | 0.39 | $ | (0.51 | ) | $ | (0.05 | ) | |||||
Cash distributions declared per common unit | $ | 0.10 | $ | 0.10 | $ | 0.20 | $ | 0.20 | ||||||||
See notes to condensed consolidated financial statements. |
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES | |||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | |||||||||||||||||
(in thousands) | |||||||||||||||||
(unaudited) | |||||||||||||||||
For the three months ended January 31, | For the six months ended January 31, | ||||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||||
Net earnings (loss) | $ | (1,774 | ) | $ | 38,528 | $ | (50,090 | ) | $ | (4,943 | ) | ||||||
Other comprehensive income (loss): | |||||||||||||||||
Change in value of risk management derivatives | 1,072 | 15,262 | 23,521 | 20,400 | |||||||||||||
Reclassification of (gains) losses on derivatives to earnings, net | (9,743 | ) | 514 | (13,692 | ) | 4,752 | |||||||||||
Other comprehensive income (loss) | (8,671 | ) | 15,776 | 9,829 | 25,152 | ||||||||||||
Comprehensive income (loss) | (10,445 | ) | 54,304 | (40,261 | ) | 20,209 | |||||||||||
Less: Comprehensive income (loss) attributable to noncontrolling interest | (19 | ) | 590 | (234 | ) | 286 | |||||||||||
Comprehensive income (loss) attributable to Ferrellgas Partners, L.P. | $ | (10,426 | ) | $ | 53,714 | $ | (40,027 | ) | $ | 19,923 | |||||||
See notes to condensed consolidated financial statements. |
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES | |||||||||||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENT OF PARTNERS' DEFICIT | |||||||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||||||
(unaudited) | |||||||||||||||||||||||||||||
Number of units | Accumulated other comprehensive income | Total Ferrellgas Partners, L.P. partners' deficit | Total partners' deficit | ||||||||||||||||||||||||||
Common unitholders | General partner unitholder | Common unitholders | General partner unitholder | Non-controlling interest | |||||||||||||||||||||||||
Balance at July 31, 2017 | 97,152.7 | 989.9 | $ | (701,188 | ) | $ | (66,991 | ) | $ | 14,601 | $ | (753,578 | ) | $ | (3,932 | ) | $ | (757,510 | ) | ||||||||||
Contributions in connection with non-cash ESOP and stock-based compensation charges | — | — | 7,833 | 81 | — | 7,914 | 79 | 7,993 | |||||||||||||||||||||
Distributions | — | — | (19,431 | ) | (196 | ) | — | (19,627 | ) | (357 | ) | (19,984 | ) | ||||||||||||||||
Net loss | — | — | (49,260 | ) | (498 | ) | — | (49,758 | ) | (332 | ) | (50,090 | ) | ||||||||||||||||
Other comprehensive income | — | — | — | — | 9,731 | 9,731 | 98 | 9,829 | |||||||||||||||||||||
Balance at January 31, 2018 | 97,152.7 | 989.9 | $ | (762,046 | ) | $ | (67,604 | ) | $ | 24,332 | $ | (805,318 | ) | $ | (4,444 | ) | $ | (809,762 | ) | ||||||||||
See notes to condensed consolidated financial statements. |
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES | |||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||
(in thousands) | |||||||
(unaudited) | |||||||
For the six months ended January 31, | |||||||
2018 | 2017 | ||||||
Cash flows from operating activities: | |||||||
Net loss | $ | (50,090 | ) | $ | (4,943 | ) | |
Reconciliation of net loss to net cash provided by (used in) operating activities: | |||||||
Depreciation and amortization expense | 51,217 | 51,809 | |||||
Non-cash employee stock ownership plan compensation charge | 7,993 | 6,699 | |||||
Non-cash stock-based compensation charge | — | 3,298 | |||||
Asset impairments | 10,005 | — | |||||
Loss on asset sales and disposals | 40,144 | 6,468 | |||||
Unrealized gain on derivative instruments | (91 | ) | (1,862 | ) | |||
Provision for doubtful accounts | 1,688 | (283 | ) | ||||
Deferred income tax expense | 364 | 35 | |||||
Other | 4,482 | 2,659 | |||||
Changes in operating assets and liabilities, net of effects from business acquisitions: | |||||||
Accounts and notes receivable, net of securitization | (102,315 | ) | (74,403 | ) | |||
Inventories | (17,275 | ) | (24,268 | ) | |||
Prepaid expenses and other current assets | (4,682 | ) | 7,060 | ||||
Accounts payable | 11,510 | 40,444 | |||||
Accrued interest expense | 304 | 1,916 | |||||
Other current liabilities | 13,372 | 19,951 | |||||
Other assets and liabilities | (2,920 | ) | 4,757 | ||||
Net cash provided by (used in) operating activities | (36,294 | ) | 39,337 | ||||
Cash flows from investing activities: | |||||||
Business acquisitions, net of cash acquired | (14,862 | ) | — | ||||
Capital expenditures | (35,693 | ) | (19,768 | ) | |||
Proceeds from sale of assets | 4,207 | 4,591 | |||||
Other | — | (37 | ) | ||||
Net cash used in investing activities | (46,348 | ) | (15,214 | ) | |||
Cash flows from financing activities: | |||||||
Distributions | (19,627 | ) | (60,107 | ) | |||
Proceeds from issuance of long-term debt | 23,580 | 204,444 | |||||
Payments on long-term debt | (1,267 | ) | (172,790 | ) | |||
Net reductions in short-term borrowings | (7,879 | ) | (35,692 | ) | |||
Net additions to collateralized short-term borrowings | 97,000 | 69,000 | |||||
Cash paid for financing costs | (395 | ) | (4,382 | ) | |||
Noncontrolling interest activity | (357 | ) | 1,000 | ||||
Repurchase of common units | — | (15,851 | ) | ||||
Net cash provided by (used in) financing activities | 91,055 | (14,378 | ) | ||||
Net change in cash and cash equivalents | 8,413 | 9,745 | |||||
Cash and cash equivalents - beginning of period | 5,760 | 4,965 | |||||
Cash and cash equivalents - end of period | $ | 14,173 | $ | 14,710 | |||
See notes to condensed consolidated financial statements. |
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except unit data)
(unaudited)
| | | | | | |
|
| October 31, 2023 |
| July 31, 2023 | ||
ASSETS | | | | | | |
Current assets: | | | | | | |
Cash and cash equivalents (including $10,789 and $11,126 of restricted cash at October 31, 2023 and July 31, 2023, respectively) | | $ | 76,783 | | $ | 137,347 |
Accounts and notes receivable, net | |
| 150,504 | |
| 159,379 |
Inventories | |
| 105,829 | |
| 98,104 |
Price risk management asset | | | 6,465 | | | 11,966 |
Prepaid expenses and other current assets | |
| 43,025 | |
| 29,135 |
Total current assets | |
| 382,606 | |
| 435,931 |
| |
|
| |
|
|
Property, plant and equipment, net | |
| 616,212 | |
| 615,174 |
Goodwill, net | |
| 257,006 | |
| 257,006 |
Intangible assets (net of accumulated amortization of $351,971 and $349,614 at October 31, 2023 and July 31, 2023, respectively) | |
| 104,257 | |
| 106,615 |
Operating lease right-of-use assets | | | 55,609 | | | 57,839 |
Other assets, net | |
| 56,408 | |
| 58,838 |
Total assets | | $ | 1,472,098 | | $ | 1,531,403 |
| |
|
| |
|
|
LIABILITIES, MEZZANINE AND EQUITY (DEFICIT) | |
|
| |
|
|
Current liabilities: | |
|
| |
|
|
Accounts payable | | $ | 45,918 | | $ | 35,115 |
Current portion of long-term debt | | | 2,597 | | | 2,597 |
Current operating lease liabilities | | | 24,954 | | | 24,600 |
Other current liabilities | |
| 175,241 | |
| 197,030 |
Total current liabilities | | | 248,710 | | | 259,342 |
| |
|
| |
|
|
Long-term debt | |
| 1,456,368 | |
| 1,456,184 |
Operating lease liabilities | | | 31,804 | | | 34,235 |
Other liabilities | |
| 26,378 | |
| 29,084 |
Contingencies and commitments (Note L) | | | | | | |
| | | | | | |
Mezzanine equity: | | | | | | |
Senior preferred units, net of issue discount and offering costs (700,000 units outstanding at October 31, 2023 and July 31, 2023) | | | 651,349 | | | 651,349 |
| | | | | | |
Equity (Deficit): | |
|
| |
|
|
Limited partner unitholders | |
| | |
| |
Class A (4,857,605 units outstanding at October 31, 2023 and July 31, 2023) | | | (1,237,866) | | | (1,205,103) |
Class B (1,300,000 units outstanding at October 31, 2023 and July 31, 2023) | | | 383,012 | | | 383,012 |
General partner unitholder (49,496 units outstanding at October 31, 2023 and July 31, 2023) | |
| (70,897) | |
| (70,566) |
Accumulated other comprehensive (loss) income | |
| (9,125) | |
| 1,059 |
Total Ferrellgas Partners, L.P. deficit | |
| (934,876) | |
| (891,598) |
Noncontrolling interest | |
| (7,635) | |
| (7,193) |
Total deficit | |
| (942,511) | |
| (898,791) |
Total liabilities, mezzanine and deficit | | $ | 1,472,098 | | $ | 1,531,403 |
See notes to condensed consolidated financial statements.
4
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per unit data)
(unaudited)
| | | | | | | |
| | For the three months ended October 31, | | ||||
|
| 2023 |
| 2022 |
| ||
Revenues: | | | | | | | |
Propane and other gas liquids sales | | $ | 338,934 | | $ | 385,844 | |
Other | |
| 32,079 | |
| 27,445 | |
Total revenues | |
| 371,013 | |
| 413,289 | |
| |
|
| |
|
| |
Costs and expenses: | |
| | |
|
| |
Cost of sales - propane and other gas liquids sales | |
| 172,180 | |
| 213,081 | |
Cost of sales - other | |
| 4,441 | |
| 4,776 | |
Operating expense - personnel, vehicle, plant and other | |
| 144,646 | |
| 129,740 | |
Operating expense - equipment lease expense | | | 5,376 | |
| 6,024 | |
Depreciation and amortization expense | |
| 24,404 | |
| 22,631 | |
General and administrative expense | |
| 12,825 | |
| 14,833 | |
Non-cash employee stock ownership plan compensation charge | |
| 720 | |
| 723 | |
Loss on asset sales and disposals | |
| 1,335 | |
| 1,680 | |
| |
|
| |
|
| |
Operating income | |
| 5,086 | |
| 19,801 | |
| | | | | | | |
Interest expense | |
| (24,161) | |
| (25,009) | |
Other income, net | |
| 1,336 | |
| 469 | |
| | | | | | | |
Loss before income taxes | |
| (17,739) | |
| (4,739) | |
| | | | | | | |
Income tax expense | |
| 162 | |
| 18 | |
| | | | | | | |
Net loss | |
| (17,901) | |
| (4,757) | |
| | | | | | | |
Net loss attributable to noncontrolling interest | |
| (345) | |
| (212) | |
| | | | | | | |
Net loss attributable to Ferrellgas Partners, L.P. | | $ | (17,556) | | $ | (4,545) | |
| | | | | | | |
Class A unitholders’ interest in net loss (Note M) | | $ | (33,632) | | $ | (20,751) | |
| | | | | | | |
Basic and diluted net loss per Class A Unit (Note M) | | $ | (6.92) | | $ | (4.27) | |
See notes to condensed consolidated financial statements.
5
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in thousands)
(unaudited)
| | | | | | |
| | For the three months ended October 31, | ||||
|
| 2023 |
| 2022 | ||
Net loss | | $ | (17,901) | | $ | (4,757) |
Other comprehensive loss: | | | | | | |
Change in value of risk management derivatives | |
| (13,472) | |
| (36,185) |
Reclassification of losses (gains) on derivatives to earnings, net | |
| 3,184 | |
| (12,788) |
Other comprehensive loss | |
| (10,288) | |
| (48,973) |
Comprehensive loss | |
| (28,189) | |
| (53,730) |
Comprehensive loss attributable to noncontrolling interest | |
| 449 | |
| 707 |
Comprehensive loss attributable to Ferrellgas Partners, L.P. | | $ | (27,740) | | $ | (53,023) |
See notes to condensed consolidated financial statements.
6
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF EQUITY (DEFICIT)
(in thousands)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Number of units | | | | | | | | Accumulated | | Total Ferrellgas | | | | | |||||||||||
| | | | | | General | | | | | | General | | other | | Partners, L.P. | | | | | |||||||
| | Class A | | Class B | | partner | | Class A | | Class B | | partner | | comprehensive | | partners’ | | Non-controlling | | Total partners’ | |||||||
|
| unitholders |
| unitholders |
| unitholder |
| unitholders |
| unitholders |
| unitholder |
| income (loss) |
| deficit |
| interest |
| deficit | |||||||
Balance at July 31, 2023 |
| 4,857.6 |
| 1,300.0 | | 49.5 | | $ | (1,205,103) | | $ | 383,012 | | $ | (70,566) | | $ | 1,059 | | $ | (891,598) | | $ | (7,193) | | $ | (898,791) |
Contributions in connection with non-cash ESOP compensation charges | | — | | — | | — | | | 706 | | | — | | | 7 | | | — | | | 713 | | | 7 | | $ | 720 |
Net earnings allocated to preferred units | | — | | — | | — | | | (16,088) | | | — | | | (163) | | | — | | | (16,251) | | | — | | | (16,251) |
Net loss | | — | | — | | — | | | (17,381) | | | — | | | (175) | | | — | | | (17,556) | | | (345) | | | (17,901) |
Other comprehensive loss | | — | | — | | — | | | — | | | — | | | — | | | (10,184) | | | (10,184) | | | (104) | | | (10,288) |
Balance at October 31, 2023 |
| 4,857.6 |
| 1,300.0 | | 49.5 | | $ | (1,237,866) | | $ | 383,012 | | $ | (70,897) | | $ | (9,125) | | $ | (934,876) | | $ | (7,635) | | $ | (942,511) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| Number of units | |
| |
| | | | Accumulated | | Total Ferrellgas | |
| | |
| | |||||||||
| | | | | | General | | | | | | General | | other | | Partners, L.P. | | | | | |||||||
| | Class A | | Class B | | partner | | Class A | | Class B | | partner | | comprehensive | | partners’ | | Non-controlling | | Total partners’ | |||||||
|
| unitholders |
| unitholders |
| unitholder |
| unitholders |
| unitholders |
| unitholder |
| income (loss) |
| deficit |
| interest |
| deficit | |||||||
Balance at July 31, 2022 |
| 4,857.6 |
| 1,300.0 | | 49.5 | | $ | (1,229,823) | | $ | 383,012 | | $ | (71,320) | | $ | 37,907 | | $ | (880,224) | | $ | (7,587) | | $ | (887,811) |
Contributions in connection with non-cash ESOP compensation charges | | — |
| — | | — | | | 709 | | | — | | | 7 | | | — | | | 716 | | | 7 | | | 723 |
Net earnings allocated to preferred units |
| — |
| — | | — | |
| (16,088) | | | — | |
| (163) | |
| — | |
| (16,251) | |
| — | |
| (16,251) |
Net loss |
| — |
| — | | — | |
| (4,500) | | | — | |
| (45) | |
| — | |
| (4,545) | |
| (212) | |
| (4,757) |
Other comprehensive loss |
| — |
| — | | — | |
| — | | | — | |
| — | |
| (48,478) | |
| (48,478) | |
| (495) | |
| (48,973) |
Balance at October 31, 2022 |
| 4,857.6 |
| 1,300.0 | | 49.5 | | $ | (1,249,702) | | $ | 383,012 | | $ | (71,521) | | $ | (10,571) | | $ | (948,782) | | $ | (8,287) | | $ | (957,069) |
See notes to condensed consolidated financial statements.
7
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
| | | | | | |
| | For the three months ended October 31, | ||||
|
| 2023 |
| 2022 | ||
Cash flows from operating activities: | | |
| | |
|
Net loss | | $ | (17,901) | | $ | (4,757) |
Reconciliation of net loss to net cash used in operating activities: | |
|
| |
|
|
Depreciation and amortization expense | |
| 24,404 | |
| 22,631 |
Non-cash employee stock ownership plan compensation charge | |
| 720 | |
| 723 |
Loss on asset sales and disposals | |
| 1,335 | |
| 1,680 |
Provision for expected credit losses | |
| 676 | |
| 321 |
Other | |
| 2,114 | |
| 2,000 |
Changes in operating assets and liabilities, net of effects from business acquisitions: | |
| | |
|
|
Accounts and notes receivable | |
| 8,199 | |
| (8,600) |
Inventories | |
| (7,725) | |
| (4,958) |
Prepaid expenses and other current assets | |
| (13,890) | |
| (37,766) |
Accounts payable | |
| 11,185 | |
| 3,373 |
Accrued interest expense | |
| (21,734) | |
| (20,268) |
Other current liabilities | |
| (7,543) | |
| (16,344) |
Other assets and liabilities | |
| 1,306 | |
| (4,821) |
Net cash used in operating activities | |
| (18,854) | |
| (66,786) |
| |
|
| |
|
|
Cash flows from investing activities: | |
|
| |
|
|
Business acquisitions, net of cash acquired | |
| — | |
| (13,290) |
Capital expenditures | |
| (23,547) | |
| (22,247) |
Proceeds from sale of assets | |
| 480 | |
| 752 |
Net cash used in investing activities | |
| (23,067) | |
| (34,785) |
| |
|
| |
|
|
Cash flows from financing activities: | |
|
| |
|
|
Preferred unit distributions | | | (15,610) | | | (15,580) |
Payments on long-term debt | |
| (1,224) | |
| (979) |
Proceeds from short-term borrowings | | | — | | | 30,000 |
Repayments of short-term borrowings | |
| — | |
| (15,000) |
Cash payments for principal portion of lease liability | |
| (1,809) | |
| (302) |
Net cash used in financing activities | |
| (18,643) | |
| (1,861) |
| |
|
| |
|
|
Net change in cash, cash equivalents and restricted cash | |
| (60,564) | |
| (103,432) |
Cash, cash equivalents and restricted cash - beginning of period | |
| 137,347 | |
| 158,737 |
Cash, cash equivalents and restricted cash - end of period | | $ | 76,783 | | $ | 55,305 |
See notes to condensed consolidated financial statements.
8
FERRELLGAS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
| | | | | | |
|
| October 31, 2023 |
| July 31, 2023 | ||
ASSETS | | | | | | |
Current assets: |
| |
|
| |
|
Cash and cash equivalents (including $10,789 and $11,126 of restricted cash at October 31, 2023 and July 31, 2023, respectively) | | $ | 76,679 | | $ | 137,245 |
Accounts and notes receivable, net | |
| 150,504 | |
| 159,379 |
Inventories | |
| 105,829 | |
| 98,104 |
Price risk management asset | | | 6,465 | | | 11,966 |
Prepaid expenses and other current assets | |
| 43,004 | |
| 29,113 |
Total current assets | |
| 382,481 | |
| 435,807 |
| | | | | | |
Property, plant and equipment, net | |
| 616,212 | |
| 615,174 |
Goodwill, net | |
| 257,006 | |
| 257,006 |
Intangible assets (net of accumulated amortization of $351,971 and $349,614 at October 31, 2023 and July 31, 2023, respectively) | |
| 104,257 | |
| 106,615 |
Operating lease right-of-use assets | | | 55,609 | | | 57,839 |
Other assets, net | |
| 56,408 | |
| 58,838 |
Total assets | | $ | 1,471,973 | | $ | 1,531,279 |
| | | | | | |
LIABILITIES, MEZZANINE AND DEFICIT | |
|
| |
|
|
| | | | | | |
Current liabilities: | |
|
| |
|
|
Accounts payable | | $ | 45,918 | | $ | 35,115 |
Current portion of long-term debt | | | 2,597 | | | 2,597 |
Current operating lease liabilities | | | 24,954 | | | 24,600 |
Other current liabilities | |
| 175,158 | |
| 196,966 |
Total current liabilities | | | 248,627 | | | 259,278 |
| | | | | | |
Long-term debt | |
| 1,456,368 | |
| 1,456,184 |
Operating lease liabilities | | | 31,804 | | | 34,235 |
Other liabilities | |
| 26,378 | |
| 29,084 |
Contingencies and commitments (Note L) | |
| | |
| |
| | | | | | |
Mezzanine equity: | | | | | | |
Senior preferred units, net of issue discount and offering costs (700,000 units outstanding at October 31, 2023 and July 31, 2023) | | | 651,349 | | | 651,349 |
| | | | | | |
Deficit: | |
|
| |
|
|
Limited partners | |
| (925,793) | |
| (892,717) |
General partner | |
| (7,555) | |
| (7,217) |
Accumulated other comprehensive (loss) income | |
| (9,205) | |
| 1,083 |
Total deficit | |
| (942,553) | |
| (898,851) |
Total liabilities, mezzanine and deficit | | $ | 1,471,973 | | $ | 1,531,279 |
See notes to condensed consolidated financial statements.
9
FERRELLGAS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands)
(unaudited)
| | | | | | |
| | For the three months ended October 31, | ||||
|
| 2023 |
| 2022 | ||
Revenues: | | | | | | |
Propane and other gas liquids sales | | $ | 338,934 | | $ | 385,844 |
Other | |
| 32,079 | |
| 27,445 |
Total revenues | |
| 371,013 | |
| 413,289 |
| | | | | | |
Costs and expenses: | |
|
| |
|
|
Cost of sales - propane and other gas liquids sales | |
| 172,180 | |
| 213,081 |
Cost of sales - other | |
| 4,441 | |
| 4,776 |
Operating expense - personnel, vehicle, plant and other | |
| 144,646 | |
| 129,740 |
Operating expense - equipment lease expense | |
| 5,376 | |
| 6,024 |
Depreciation and amortization expense | |
| 24,404 | |
| 22,631 |
General and administrative expense | |
| 12,826 | |
| 14,831 |
Non-cash employee stock ownership plan compensation charge | |
| 720 | |
| 723 |
Loss on asset sales and disposals | |
| 1,335 | |
| 1,680 |
| | | | | | |
Operating income | |
| 5,085 | | | 19,803 |
| | | | | | |
Interest expense | |
| (24,161) | |
| (25,009) |
Other income, net | |
| 1,337 | |
| 468 |
| | | | | | |
Loss before income taxes | |
| (17,739) | | | (4,738) |
| | | | | | |
Income tax expense | |
| 144 | |
| 18 |
| | | | | | |
Net loss | | $ | (17,883) | | $ | (4,756) |
See notes to condensed consolidated financial statements.
10
FERRELLGAS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in thousands)
(unaudited)
| | | | | | |
| | For the three months ended October 31, | ||||
|
| 2023 |
| 2022 | ||
Net loss | | $ | (17,883) | | $ | (4,756) |
Other comprehensive loss: | | �� |
| |
|
|
Change in value of risk management derivatives | | | (13,472) | |
| (36,185) |
Reclassification of losses (gains) on derivatives to earnings, net | |
| 3,184 | |
| (12,788) |
Other comprehensive loss | |
| (10,288) | |
| (48,973) |
Comprehensive loss | | $ | (28,171) | | $ | (53,729) |
See notes to condensed consolidated financial statements.
11
FERRELLGAS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF PARTNERS’ DEFICIT
(in thousands)
(unaudited)
| | | | | | | | | | | | |
| | | | | | | | Accumulated | | | | |
| | | | | | | | other | | Total | ||
| | Limited | | General | | comprehensive | | partners’ | ||||
|
| partner |
| partner |
| income (loss) |
| deficit | ||||
Balance at July 31, 2023 | | $ | (892,717) | | $ | (7,217) | | $ | 1,083 | | $ | (898,851) |
Contributions in connection with non-cash ESOP compensation charges | |
| 713 | |
| 7 | |
| — | |
| 720 |
Net earnings allocated to preferred units | |
| (16,251) | | | — | | | — | | | (16,251) |
Net loss | |
| (17,538) | |
| (345) | |
| — | |
| (17,883) |
Other comprehensive loss | |
| — | |
| — | |
| (10,288) | |
| (10,288) |
Balance at October 31, 2023 | | $ | (925,793) | | $ | (7,555) | | $ | (9,205) | | $ | (942,553) |
| | | | | | | | | | | | |
| | | | | | | | Accumulated | | | | |
| | | | | | | | other | | Total | ||
| | Limited | | General | | comprehensive | | partners’ | ||||
|
| partner |
| partner |
| income (loss) |
| deficit | ||||
Balance at July 31, 2022 | | $ | (918,146) | | $ | (7,987) | | $ | 38,307 | | $ | (887,826) |
Contributions in connection with non-cash ESOP compensation charges | |
| 716 | |
| 7 | |
| — | |
| 723 |
Net earnings allocated to preferred units | |
| (16,251) | |
| — | |
| — | |
| (16,251) |
Net loss | |
| (4,544) | |
| (212) | |
| — | |
| (4,756) |
Other comprehensive loss | |
| — | |
| — | |
| (48,973) | |
| (48,973) |
Balance at October 31, 2022 | | $ | (938,225) | | $ | (8,192) | | $ | (10,666) | | $ | (957,083) |
See notes to condensed consolidated financial statements.
12
FERRELLGAS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
| | | | | | |
| | For the three months ended October 31, | ||||
|
| 2023 |
| 2022 | ||
Cash flows from operating activities: | | | | | | |
Net loss | | $ | (17,883) | | $ | (4,756) |
Reconciliation of net loss to net cash used in operating activities: | |
|
| |
|
|
Depreciation and amortization expense | |
| 24,404 | |
| 22,631 |
Non-cash employee stock ownership plan compensation charge | |
| 720 | |
| 723 |
Loss on asset sales and disposals | |
| 1,335 | |
| 1,680 |
Provision for expected credit losses | |
| 676 | |
| 321 |
Other | |
| 2,114 | |
| 2,000 |
Changes in operating assets and liabilities, net of effects from business acquisitions: | |
|
| |
|
|
Accounts and notes receivable | |
| 8,199 | |
| (8,600) |
Inventories | |
| (7,725) | |
| (4,958) |
Prepaid expenses and other current assets | |
| (13,891) | |
| (37,765) |
Accounts payable | |
| 11,185 | |
| 3,373 |
Accrued interest expense | |
| (21,734) | |
| (20,268) |
Other current liabilities | |
| (7,562) | |
| (16,346) |
Other assets and liabilities | |
| 1,306 | |
| (4,822) |
Net cash used in operating activities | |
| (18,856) | |
| (66,787) |
| | | | | | |
Cash flows from investing activities: | |
|
| |
|
|
Business acquisitions, net of cash acquired | |
| — | |
| (13,290) |
Capital expenditures | |
| (23,547) | |
| (22,247) |
Proceeds from sale of assets | |
| 480 | |
| 752 |
Net cash used in investing activities | |
| (23,067) | |
| (34,785) |
| | | | | | |
Cash flows from financing activities: | |
|
| |
|
|
Preferred unit distributions | | | (15,610) | | | (15,580) |
Payments on long-term debt | |
| (1,224) | |
| (979) |
Proceeds from short-term borrowings | | | — | | | 30,000 |
Repayments of short-term borrowings | |
| — | |
| (15,000) |
Cash paid for principal portion of finance lease liability | |
| (1,809) | |
| (302) |
Net cash used in financing activities | |
| (18,643) | |
| (1,861) |
| | | | | | |
Net change in cash, cash equivalents and restricted cash | |
| (60,566) | | | (103,433) |
Cash, cash equivalents and restricted cash - beginning of period | |
| 137,245 | |
| 158,466 |
Cash, cash equivalents and restricted cash - end of period | | $ | 76,679 | | $ | 55,033 |
See notes to condensed consolidated financial statements.
13
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
FERRELLGAS, L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per unit data, unless otherwise designated)
(unaudited)
A.
Partnership organization and formationFerrellgas Partners
Ferrellgas Partners, L.P. (“Ferrellgas Partners”) was formed on April 19, 1994, and is a publicly traded limited partnership, owning an approximate 99% limited partner interest inpartnership. Ferrellgas Partners is a holding entity that conducts no operations and has two direct subsidiaries, Ferrellgas Partners Finance Corp. and Ferrellgas, L.P. (the "operating partnership"“operating partnership”). Ferrellgas Partners and the operating partnership, collectively referred to as “Ferrellgas,” are both Delaware limited partnerships and are governed by their respective partnership agreements. Ferrellgas Partners was formed to acquire and hold a limited partner interest in the operating partnership. As of January 31, 2018, Ferrell Companies, Inc. ("Ferrell Companies") beneficially owns 22.8 million Ferrellgas Partners common units. Ferrellgas, Inc. (the "general partner"), a wholly-owned subsidiary of Ferrell Companies, has retained an approximate 1% general partner interest in Ferrellgas Partners and also holds an approximate 1% general partner interest in the operating partnership, representing an effective 2% general partner interest in Ferrellgas on a combined basis. As general partner, it performs all management functions required by Ferrellgas. Unless contractually provided for, creditors of the operating partnership have no recourse with regards to Ferrellgas Partners.
Ferrellgas, Inc. (the “general partner”), a Delaware corporation and a wholly-owned subsidiary of Ferrell Companies, is the sole general partner of Ferrellgas Partners and the operating partnership and, excluding the economic interests attributable to Ferrellgas Partners’ Class B Units and the operating partnership’s Preferred Units (as defined in Note F “Preferred units”), owns an approximate 1% general partner economic interest in each, and, therefore, an effective 2% general partner economic interest in the operating partnership. Excluding the economic interests attributable to the Preferred Units, Ferrellgas Partners owns an approximate 99% limited partner interest in the operating partnership. Our general partner performs all management functions for us. Unless contractually provided for, creditors of the operating partnership have no recourse with regards to Ferrellgas Partners. As of October 31, 2023, Ferrell Companies Inc., a Kansas corporation (“Ferrell Companies”), the parent company of our general partner, beneficially owns approximately 23.4% of Ferrellgas Partners’ outstanding Class A Units. Ferrell Companies is owned 100% by an employee stock ownership trust.
The operating partnership
The operating partnership was formed on April 22, 1994, and accounts for substantially all of our consolidated assets, sales and operating earnings. The operating partnership is a limited partnership that owns and operates propane distribution and related assets. Ferrellgas Partners and the holders of the Preferred Units are the only limited partners of the operating subsidiarypartnership.
The operating partnership owns a 100% equity interest in Ferrellgas Finance Corp., whose only business activity is to act as the co-issuer and co-obligor of Ferrellgas Partners.
The operating partnership is primarily engaged in the following primary businesses:
Basis of crude oil logistics and water solutions. Crude oil logistics primarily generates income by providing crude oil transportation and logistics services on behalf of producers and end-users of crude oil. Water solutions generates income primarily through the operation of salt water disposal wells in the Eagle Ford shale region of south Texas.
Due to seasonality, the results of operations for the sixthree months ended JanuaryOctober 31, 20182023 are not necessarily indicative of the results to be expected for the full fiscal year ending July 31, 2018.
The condensed consolidated financial statements of Ferrellgas reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the interim periods presented. All adjustments to the condensed consolidated financial statements were of a normal recurring nature. Certain prior period amounts have been reclassified to conform to the current period presentation. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with (i) the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and (ii) the consolidated financial statements and accompanying notes included in Ferrellgas'Ferrellgas’ Annual Report on Form 10-K for fiscal
14
B. Summary of significant accounting policies
(1)
AccountingThe preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from these estimates. Significant estimates impacting the condensed consolidated financial statements include accruals that have been established for contingent liabilities, pending claims and legal actions arising in the normal course of business, useful lives of property, plant and equipment, assets, residual values of tanks, capitalization of customer tank installation costs, amortization methods of intangible assets, valuation methods used to value sales returns and allowances, allowance for doubtful accounts,expected credit losses, fair value of reporting units,unit, recoverability of long-lived assets, assumptions used to value business combinations, determination of incremental borrowing rate used to measure right-of-use asset (“ROU assets”) and lease liability, and fair values of derivative contracts and stock-based compensation calculations.
(2) Assets heldGoodwill, net
Goodwill is tested for sale:
(3) New accounting standards:
Recently adopted accounting pronouncements
No new accounting standards were adopted during the three months ended October 31, 2023.
Recently issued accounting pronouncements not yet adopted
In May 2014,November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting StandardStandards Update ("ASU"(“ASU”) 2014-09,
Inventories
Inventories consist of the following:
January 31, 2018 | July 31, 2017 | |||||||
Propane gas and related products | $ | 81,644 | $ | 67,049 | ||||
Appliances, parts and supplies, and other | 28,448 | 25,503 | ||||||
Inventories | $ | 110,092 | $ | 92,552 |
| | | | | | |
|
| October 31, 2023 |
| July 31, 2023 | ||
Propane gas and related products | | $ | 84,935 | | $ | 76,996 |
Appliances, parts and supplies, and other | |
| 20,894 | |
| 21,108 |
Inventories | | $ | 105,829 | | $ | 98,104 |
In addition to inventories on hand, Ferrellgas enters into contracts to take delivery of propane for supply procurement purposes with terms that generally do not exceed 36 months. Most of these contracts call for payment based on market prices at the date of delivery. As of
15
Prepaid expenses and other current assets net
Ferrellgas Partners
Prepaid expenses and other current assets consist of the following:
January 31, 2018 | July 31, 2017 | |||||||
Notes receivable, less current portion | $ | 36,371 | $ | 32,500 | ||||
Other | 41,341 | 41,557 | ||||||
Other assets, net | $ | 77,712 | $ | 74,057 |
| | | | | | |
|
| October 31, 2023 |
| July 31, 2023 | ||
Broker margin deposit assets | | $ | 13,918 | | $ | 11,939 |
Other | |
| 29,107 | |
| 17,196 |
Prepaid expenses and other current assets | | $ | 43,025 | | $ | 29,135 |
The operating partnership
Prepaid expenses and other current assets consist of the following:
| | | | | | |
|
| October 31, 2023 |
| July 31, 2023 | ||
Broker margin deposit assets | | $ | 13,918 | | $ | 11,939 |
Other | |
| 29,086 | | | 17,174 |
Prepaid expenses and other current assets | | $ | 43,004 | | $ | 29,113 |
Other current liabilities
Ferrellgas Partners
Other current liabilities consist of the following:
January 31, 2018 | July 31, 2017 | |||||||
Accrued interest | $ | 18,975 | $ | 18,671 | ||||
Customer deposits and advances | 24,676 | 25,541 | ||||||
Other | 96,859 | 82,012 | ||||||
Other current liabilities | $ | 140,510 | $ | 126,224 |
| | | | | | |
|
| October 31, 2023 |
| July 31, 2023 | ||
Accrued interest | | $ | 7,277 | | $ | 29,011 |
Customer deposits and advances | |
| 43,496 | |
| 36,226 |
Accrued payroll | |
| 20,315 | |
| 35,075 |
Accrued insurance | |
| 16,476 | |
| 15,256 |
Broker margin deposit liability | | | 2,424 | | | 6,972 |
Accrued senior preferred units distributions | | | 17,964 | | | 17,452 |
Other | |
| 67,289 | |
| 57,038 |
Other current liabilities | | $ | 175,241 | | $ | 197,030 |
The operating partnership
Other current liabilities consist of the following:
| | | | | | |
|
| October 31, 2023 |
| July 31, 2023 | ||
Accrued interest | | $ | 7,277 | | $ | 29,011 |
Customer deposits and advances | |
| 43,496 | |
| 36,226 |
Accrued payroll | |
| 20,315 | |
| 35,075 |
Accrued insurance | |
| 16,476 | |
| 15,256 |
Broker margin deposit liability | | | 2,424 | | | 6,972 |
Accrued senior preferred units distributions | | | 17,964 | | | 17,452 |
Other | |
| 67,206 | |
| 56,974 |
Other current liabilities | | $ | 175,158 | | $ | 196,966 |
Shipping and handling expenses
Shipping and handling expenses are classified in the following condensed consolidated statements of operations line items:
| | | | | | |
| | For the three months ended October 31, | ||||
|
| 2023 |
| 2022 | ||
Operating expense - personnel, vehicle, plant and other | | $ | 73,969 | | $ | 64,172 |
Depreciation and amortization expense | |
| 3,366 | |
| 3,837 |
Operating expense - equipment lease expense | |
| 3,436 | |
| 3,754 |
Shipping and handling expenses | | $ | 80,771 | | $ | 71,763 |
16
For the three months ended January 31, | For the six months ended January 31, | |||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
Operating expense | $ | 54,613 | $ | 47,157 | $ | 97,928 | $ | 88,883 | ||||||||
Depreciation and amortization expense | 1,123 | 996 | 2,235 | 2,022 | ||||||||||||
Equipment lease expense | 6,296 | 6,652 | 12,364 | 13,318 | ||||||||||||
Total shipping and handling expenses | $ | 62,032 | $ | 54,805 | $ | 112,527 | $ | 104,223 |
Cash, cash equivalents and restricted cash
For purposes of the quarter ended January 31, 2018,condensed consolidated statements of cash flows, Ferrellgas committedconsiders cash equivalents to a plan to disposeinclude all highly liquid debt instruments purchased with an original maturity of all of its rail cars utilizedthree months or less. Restricted cash in the Midstream operations segment and as a result, reclassified 1,292 rail cars from "Property, plant and equipment, net" to "Assets held for sale" on our condensed consolidated balance sheetstables below as of JanuaryOctober 31, 2018. For2023 and July 31, 2023 consists of the three and six months ended January 31, 2018, "Loss on asset sales and disposals" includesbalance of a loss of $35.5 million related tocash deposit made with the write-down of these rail cars classified as "Assets held for sale". On February 20, 2018, Ferrellgas completedadministrative agent under the sale of 1,072 of these rail cars and received approximately $47.0 million in cash. Proceeds from the transaction were used to reduce outstanding debt on Ferrellgas'operating partnership’s senior secured credit facility.
Ferrellgas completedPartners
Cash, cash equivalents and restricted cash consist of the salefollowing:
| | | | | | |
|
| October 31, 2023 |
| July 31, 2023 | ||
Cash and cash equivalents | | $ | 65,994 | | $ | 126,221 |
Restricted cash | |
| 10,789 | |
| 11,126 |
Cash, cash equivalents and restricted cash | | $ | 76,783 | | $ | 137,347 |
The operating partnership
Cash, cash equivalents and restricted cash consist of Bridger Energy, LLC in the Midstream operations segment in exchange for an $8.5 million secured promissory note due in May 2020. For the threefollowing:
| | | | | | |
|
| October 31, 2023 |
| July 31, 2023 | ||
Cash and cash equivalents | | $ | 65,890 | | $ | 126,119 |
Restricted cash | |
| 10,789 | |
| 11,126 |
Cash, cash equivalents and restricted cash | | $ | 76,679 | | $ | 137,245 |
Certain cash flow and six months ended January 31, 2018, "Loss on asset sales and disposals" includes a loss of $3.6 million related to this sale.
For the three months ended January 31, | For the six months ended January 31, | |||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
Loss on assets held for sale | $ | 35,515 | $ | — | $ | 35,515 | $ | — | ||||||||
Loss on sale of assets and other | 3,734 | 45 | 4,629 | 6,468 | ||||||||||||
Loss on asset sales and disposals | $ | 39,249 | $ | 45 | $ | 40,144 | $ | 6,468 |
Certain cash flow and significant non-cash activities are presented below:
Ferrellgas Partners
| | | | | | |
| | For the three months ended October 31, | ||||
|
| 2023 |
| 2022 | ||
Cash paid for: |
| |
|
| |
|
Interest | | $ | 43,817 | | $ | 43,343 |
Income taxes | | $ | 103 | | $ | 49 |
Non-cash investing and financing activities: | | | | |
|
|
Liabilities incurred in connection with acquisitions | | $ | — | | $ | 2,007 |
Change in accruals for property, plant and equipment additions | | $ | 56 | | $ | (172) |
Lease liabilities arising from operating ROU assets | | $ | 5,078 | | $ | 1,140 |
Lease liabilities arising from finance ROU assets | | $ | 1,397 | | $ | — |
Accrued senior preferred units distributions | | $ | 17,964 | | $ | 16,251 |
The operating partnership
| | | | | | |
| | For the three months ended October 31, | ||||
|
| 2023 |
| 2022 | ||
Cash paid for: | | | | | | |
Interest | | $ | 43,817 | | $ | 43,343 |
Income taxes | | $ | 85 | | $ | 49 |
Non-cash investing and financing activities: | |
|
| |
|
|
Liabilities incurred in connection with acquisitions | | $ | — | | $ | 2,007 |
Change in accruals for property, plant and equipment additions | | $ | 56 | | $ | (172) |
Lease liabilities arising from operating ROU assets | | $ | 5,078 | | $ | 1,140 |
Lease liabilities arising from finance ROU assets | | $ | 1,397 | | $ | — |
Accrued senior preferred units distributions | | $ | 17,964 | | $ | 16,251 |
| | | | | | |
17
For the six months ended January 31, | ||||||||
2018 | 2017 | |||||||
Cash paid for: | ||||||||
Interest | $ | 78,682 | $ | 69,572 | ||||
Income taxes | $ | 12 | $ | 26 | ||||
Non-cash investing and financing activities: | ||||||||
Liabilities incurred in connection with acquisitions | $ | 1,508 | $ | — | ||||
Change in accruals for property, plant and equipment additions | $ | 47 | $ | (100 | ) |
Accounts and notes receivable, net consist of the following:
January 31, 2018 | July 31, 2017 | |||||||
Accounts receivable pledged as collateral | $ | 235,150 | $ | 109,407 | ||||
Accounts receivable | 13,596 | 47,346 | ||||||
Note receivable - current portion | 10,000 | 10,000 | ||||||
Other | 284 | 307 | ||||||
Less: Allowance for doubtful accounts | (3,052 | ) | (1,976 | ) | ||||
Accounts and notes receivable, net | $ | 255,978 | $ | 165,084 |
| | | | | | |
|
| October 31, 2023 |
| July 31, 2023 | ||
Accounts receivable | | $ | 154,646 | | $ | 163,537 |
Note receivable | |
| 2,500 | |
| 2,500 |
Allowance for expected credit losses | |
| (6,642) | |
| (6,658) |
Accounts and notes receivable, net | | $ | 150,504 | | $ | 159,379 |
E. Debt
Short-term borrowing
Ferrellgas classifies borrowings under its Credit Facility (as defined as the ratio of total debt of the operating partnership to trailing four quarters earnings before interest expense, income tax expense, depreciation and amortization expense ("EBITDA") (both as adjusted for certain, specified items) of the operating partnership, as detailed in Ferrellgas' secured credit facility and accounts receivable securitization facility.
Long-term debt
Long-term debt consists of the following:
| | | | | | |
|
| October 31, 2023 |
| July 31, 2023 | ||
Unsecured senior notes |
| |
|
| |
|
Fixed rate, 5.375%, due 2026 | | $ | 650,000 | | $ | 650,000 |
Fixed rate, 5.875%, due 2029 | | | 825,000 | | | 825,000 |
| | | | | | |
Notes payable | |
|
| |
|
|
8.4% and 8.3% weighted average interest rate at October 31, 2023 and July 31, 2023, respectively, due 2024 to 2028, net of unamortized discount of $903 and $1,040 at October 31, 2023 and July 31, 2023, respectively | |
| 5,529 | |
| 6,615 |
Total debt, excluding unamortized debt issuance and other costs | |
| 1,480,529 | |
| 1,481,615 |
Unamortized debt issuance and other costs | |
| (21,564) | |
| (22,834) |
Less: current portion of long-term debt | |
| 2,597 | |
| 2,597 |
Long-term debt | | $ | 1,456,368 | | $ | 1,456,184 |
Senior secured revolving credit facility section below.
The operating partnership, the general partner and certain of the operating partnership’s subsidiaries are parties to a credit agreement dated March 30, 2021, as amended on May 23, 2023 (the “Credit Agreement”), which provides for a four-year revolving credit facility (the “Credit Facility”) in an aggregate principal amount of up to $350.0 million. The Credit Agreement includes a sublimit not to exceed $300.0 million for the issuance of letters of credit. As of October 31, 2023, the operating partnership had no short-term borrowings.
All borrowings under the Credit Facility are guaranteed by the general partner and the direct and indirect subsidiaries of the operating partnership (other than Ferrellgas Finance Corp. and Ferrellgas Receivables, LLC) and a limited-recourse guaranty from Ferrellgas Partners (limited to its equity interests in the operating partnership). Additionally, all borrowings are secured, on a first priority basis, by substantially all of the assets of the operating partnership and its subsidiaries and all of the equity interests in the operating partnership held by the general partner and Ferrellgas Partners.
18
Availability under the Credit Facility is, at any time, an amount equal to (a) the lesser of the revolving commitment and the Borrowing Base (as defined below) minus (b) the sum of the aggregate outstanding amount of borrowings under the Credit Facility plus the undrawn amount of outstanding letters of credit under the Credit Facility plus unreimbursed drawings in respect of letters of credit (unless otherwise converted into revolving loans). The “Borrowing Base” equals the sum of: (a) $200.0 million, plus (b) 80% of the eligible accounts receivable of the operating partnership and its subsidiaries, plus (c) 70% of the eligible propane inventory of the operating partnership and its subsidiaries, valued at weighted average cost, less (d) certain reserves, as determined and subject to certain modifications by the administrative agent in its permitted discretion.
Amounts borrowed under the Credit Facility bear interest, at the operating partnership’s option, at either (a) for base rate loans, (i) a base rate determined by reference to the highest of (A) the rate of interest last quoted by The Wall Street Journal in the U.S. as the prime rate in effect, (B) the NYFRB Rate from time to time plus 0.50% per annum and (C) the Adjusted term Secured Overnight Financing Rate (“SOFR”) for a one-month interest period plus 1.00% per annum plus (ii) a margin of 1.50% to 2.00% per annum depending on total net leverage or (b) for Eurodollar rate loans, (i) a rate determined by reference to the Adjusted term SOFR plus (ii) a margin of 2.50% to 3.00% per annum depending on total net leverage. The operating partnership will be required to pay an undrawn fee to the lenders on the average daily unused amount of the Credit Facility at a rate of 0.375% to 0.50% per annum depending on total net leverage.
The Credit Agreement contains customary representations, warranties, covenants and events of default and requires the operating partnership to maintain the following financial covenants:
| | |
Financial Covenant | | Ratio |
Minimum interest coverage ratio (1) | | 2.50x |
Maximum secured leverage ratio (2) | | 2.50x |
Maximum total net leverage ratio (3) (4) | | 4.75x |
(1) | Defined generally as the ratio of adjusted EBITDA to cash interest expense. |
(2) | Defined generally as the ratio of total first priority secured indebtedness to adjusted EBITDA. |
(3) | Defined generally as the ratio of total indebtedness (net of unrestricted cash, subject to certain limits) to adjusted EBITDA. |
(4) | Was 5.25x immediately prior to the quarter ended October 31, 2022 and 5.00x immediately prior to the quarter ended April 30, 2023. |
In addition to the outstanding notesfinancial covenants, the Credit Agreement includes covenants that if not met will restrict the ability of the operating partnership to take certain actions. In particular, under these covenants, subject to certain exceptions and additional requirements, the operating partnership is permitted to make cash distributions to holders of Preferred Units, Ferrellgas Partners and the agreements governinggeneral partner, redemptions of Preferred Units and other restricted payments (i) only in limited amounts specified in the Credit Agreement and (ii) only if availability under the Credit Facility exceeds the greater of $50.0 million and 15% of the Borrowing Base and the operating partnership’s indebtednesstotal net leverage ratio is not greater than 4.75 to 1.0. As of October 31, 2023, the operating partnership is in compliance with all of its debt covenants.
Senior unsecured notes
The operating partnership has $650.0 million aggregate principal amount of 5.375% senior notes due 2026 (the “2026 Notes”) and $825.0 million aggregate principal amount of 5.875% senior notes due 2029 (the “2029 Notes”) issued and outstanding pursuant to indentures each dated March 30, 2021. The 2026 Notes and 2029 Notes are the senior unsecured obligations of the operating partnership and Ferrellgas Finance Corp. and are unconditionally guaranteed, jointly and severally, on a senior unsecured basis by the general partner and all domestic subsidiaries of the operating partnership other than Ferrellgas Finance Corp. and Ferrellgas Receivables, LLC.
The 2026 Notes may be redeemed at the issuers’ option, in whole or in part, at the redemption prices set forth in the indenture governing such notes, plus accrued and unpaid interest. The 2029 Notes may be redeemed prior to April 1, 2024 at the issuers’ option, in whole or in part, at a redemption price of par plus the applicable make-whole premium and accrued and unpaid interest. On and after April 1, 2024, the 2029 Notes may be redeemed at the issuers’ option, in whole or in part, at the redemption prices set forth in the indenture governing such notes, plus accrued and unpaid interest. Beginning on April 1, 2025 and April 1, 2026, the 2026 Notes and 2029 Notes, respectively, may be redeemed at par plus accrued and unpaid interest.
19
The indentures governing the 2026 Notes and 2029 Notes contain variouscustomary affirmative and negative covenants that limit Ferrellgas Partners' ability andrestricting, among other things, the ability of specifiedthe operating partnership and its restricted subsidiaries to amongtake certain actions. In particular, under these covenants, subject to certain exceptions and additional requirements, the operating partnership is permitted to make cash distributions to holders of Preferred Units, Ferrellgas Partners and the general partner, redemptions of Preferred Units and other things, make restricted payments (i) only in limited amounts specified in the indentures and incur additional indebtedness. The general partner believes that(ii) only if the most restrictiveoperating partnership’s net leverage ratio (defined generally to mean the ratio of these covenants areconsolidated total net debt to trailing four quarters consolidated EBITDA, both as adjusted for certain, specified items) is not greater than 5.0 to 1.0, on a pro forma basis giving effect to the restricted payment and, if applicable, certain other specified events. Further, if the operating partnership’s consolidated fixed charge coverage ratio as defined in the indenture governing the outstanding notes of Ferrellgas Partners, and the consolidated leverage ratio and consolidated interest coverage ratio, as defined in the secured credit facility and the accounts receivable securitization facility.
The current minimum consolidated interest coverage ratiosscheduled annual principal payments on long-term debt are as follows:
| | | |
| | Scheduled | |
Payment due by fiscal year |
| principal payments | |
2024 | | $ | 1,368 |
2025 | |
| 2,110 |
2026 | |
| 651,729 |
2027 | |
| 810 |
2028 | |
| 825,415 |
Thereafter | |
| — |
Total | | $ | 1,481,432 |
Letters of credit outstanding at
F. Preferred units
On March 30, 2021, pursuant to an Investment Agreement, the following:
January 31, 2018 | July 31, 2017 | |||||
Public common unitholders | 69,612,939 | 69,612,939 | ||||
Ferrell Companies (1) | 22,529,361 | 22,529,361 | ||||
FCI Trading Corp. (2) | 195,686 | 195,686 | ||||
Ferrell Propane, Inc. (3) | 51,204 | 51,204 | ||||
James E. Ferrell (4) | 4,763,475 | 4,763,475 |
Redemption of the general partner andPreferred Units in the near term is an approximate 23% direct owner of Ferrellgas Partners' common units and thus a related party. Ferrell Companies also beneficially owns 195,686 and 51,204 common units of Ferrellgas Partners held by FCI Trading Corp. ("FCI Trading") and Ferrell Propane, Inc. ("Ferrell Propane"), respectively, bringing Ferrell Companies' beneficial ownership to 23.4% at January 31, 2018.
“MOIC” means, with respect to a Preferred Unit, a multiple on invested capital equal to the quotient determined by dividing (A) the sum of (x) the aggregate amount of all distributions made in cash with respect to such Preferred Unit prior to the applicable date of determination, with certain exclusions, plus (y) each Redemption Price paid in cash in respect of such Preferred Unit, on or prior to the applicable date of determination, by (B) the Purchase Price (defined below) of such Preferred Unit.
The preferences, rights, privileges and other terms of the Preferred Units are set forth in the First Amendment to the Amended OpCo LPA (the “OpCo LPA Amendment”) entered into by the general partner on March 30, 2021 (along with the Fifth Amended and thusRestated Agreement of Limited Partnership of Ferrellgas, L.P. (the “Amended OpCo LPA”)) and are described below.
20
Investor Redemption Right
In the event that (i) any Class B Units are outstanding, or (ii) (x) no Class B Units are outstanding and (y) no more than 233,300 Preferred Units are outstanding, at any time on and after March 30, 2031, the Required Holders may elect, by delivery of written notice, to have the operating partnership fully redeem each remaining outstanding Preferred Unit for an amount in cash equal to the Redemption Price. “Required Holders” refers to both (i) holders owning at least 33.3% of the total Preferred Units outstanding at any time and (ii) certain initial affiliated purchasers, for so long as such initial affiliated purchasers collectively own at least 25% of the Preferred Units outstanding at such time.
In the event that (i) no Class B Units are outstanding and (ii) more than 233,300 Preferred Units are outstanding, the Required Holders will have the right to trigger a sale of the operating partnership after March 30, 2031. If the operating partnership fails to consummate a sale that would pay the Redemption Price in full within 180 days of written notice requiring such sale, the Required Holders will have the right to appoint a majority of the members of the Board of Directors of the general partner and thusinitiate a sale of the operating partnership.
Change of Control
Upon a Change of Control (as defined in the OpCo LPA Amendment), the Required Holders will have the option to require the redemption of all or a portion of the Preferred Units in cash in an amount equal to the Redemption Price; provided, that such Redemption Price shall not be payable unless the operating partnership shall have first made any required change of control offer pursuant to the indentures governing the 2026 Notes and the 2029 Notes and purchased all such 2026 Notes and 2029 Notes tendered pursuant to such offer (unless otherwise waived by such noteholders); provided, further that the Redemption Price shall be paid immediately following the purchase of such tendered Notes (if any).
Fair Value of Embedded Derivatives
Ferrellgas identified the investor redemption right and the change in control option as embedded derivatives that require bifurcation as they are not clearly and closely related party. JEF Capital Management owns 4,758,859to the debt host contract and has concluded that the fair values at issuance and at October 31, 2023 and July 31, 2023, are immaterial to the financial statements.
Distributions
Pursuant to the OpCo LPA Amendment, the operating partnership is required to pay to the holders of these common unitseach Preferred Unit a cumulative, quarterly distribution (the “Quarterly Distribution”) at the Distribution Rate (as defined below) on the Purchase Price.
“Distribution Rate” means, for the first five years after March 30, 2021, a rate per annum equal to 8.956%, with certain increases in the Distribution Rate on each of the 5th, 6th and 7th anniversaries of March 30, 2021, subject to a maximum rate of 11.125% and certain other adjustments and exceptions.
The Quarterly Distribution may be paid in cash or, at the election of the operating partnership, “in kind” through the issuance of additional Preferred Units (“PIK Units”) at the quarterly Distribution Rate plus an applicable premium that escalates each year from 75 bps to 300 bps so long as the Preferred Units remain outstanding. In the event the operating partnership fails to make any Quarterly Distribution in cash, such Quarterly Distribution will automatically be paid in PIK Units.
21
The Distribution Rate on the Preferred Units will increase upon violation of certain protective provisions for the benefit of Preferred Unit holders notwithstanding the cap mentioned above.
On November 15, 2023, $15.4 million of the Quarterly Distribution was paid in cash to holders of Preferred Units. As of October 31, 2023, the Quarterly Distribution accrued was $18.0 million. The remaining Quarterly Distribution accrual of $2.6 million represents Additional Amounts payable to certain holders of Preferred Units pursuant to the side letters outlined in the OpCo LPA Amendment.
On November 15, 2022, $15.3 million of the Quarterly Distribution was paid in cash to holders of Preferred Units. As of October 31, 2022, the Quarterly Distribution accrued was $18.0 million. The remaining Quarterly Distribution accrued of $2.7 million represented Additional Amounts payable to certain holders of Preferred Units pursuant to the side letters.
Tax Distributions
For any quarter in which the operating partnership makes a Quarterly Distribution in PIK Units in lieu of cash, it will be required to make a subsequent cash tax distribution for such quarter in an amount equal to the (i) the lesser of (x) 25% and (y) the highest combined federal, state and local tax rate applicable for corporations organized in New York, multiplied by (ii) the excess (if any) of (A) one-fourth (1/4th) of the estimated taxable income to be allocated to the holders of Preferred Units for the year in which the Quarterly Tax Payment Date (which refers to certain specified dates that next follow a Quarterly Distribution date on which PIK Units were issued) occurs, over (B) any cash paid on the Quarterly Distribution date immediately preceding the Quarterly Tax Payment Date on which a quarterly tax amount would otherwise be paid (such amount, the “Tax Distribution”). Tax Distributions are treated as advances against, and reduce, future cash distributions for any reason, including payments in redemption of Preferred Units or PIK Units, or payments to the holders in their capacity as such pursuant to any side letter or other agreement.
Additional Amounts for Certain Purchasers
The operating partnership is required to pay certain additional amounts of cash (the “Additional Amounts”) as necessary to certain holders of Preferred Units that hold their interests through a “blocker,” which is a U.S. entity that is owned and organized by certain original purchasers of Preferred Units who are non-U.S. persons or tax exempt for U.S. tax purposes and is wholly-ownedtreated as a corporation for U.S. tax purposes. Only certain original purchasers of Preferred Units who hold their Preferred Units through such blockers are, and none of their transferees is, entitled to Additional Amounts. Additional Amounts are capped at the lesser of: (a) the product of 20% multiplied by taxable income allocated to a “blocker” (as defined) divided by 0.8, and (b) the actual taxes payable by the James E. Ferrell Revocable Trust Two“blocker” as a result of holding Senior Preferred Units.
Board Rights
For so long as at least 140,000 Preferred Units remain outstanding, holders of the Preferred Units have the right to designate one director to the Board of the general partner, subject to approval by the general partner.
Protective Provisions
The OpCo LPA Amendment and the Sixth Amended and Restated Agreement of Limited Partnership of Ferrellgas Partners, L.P. (the “Amended Ferrellgas Partners LPA”) include, among other things, certain covenants for which James E. Ferrell is the trusteebenefit of holders of Preferred Units applicable to the operating partnership and, sole beneficiary. in certain instances, Ferrellgas Partners, for so long as at least $35,000,000 of Preferred Units and PIK Units remain outstanding. These covenants include, among other things, limitations on (i) effecting a Change of Control, (ii) amending organizational documents, (iii) issuing certain equity securities, (iv) issuing Preferred Units, (v) filing for bankruptcy, (vi) non-ordinary course investments, and (vii) incurring certain levels of indebtedness.
Ranking and Liquidation Preference
The remaining 4,616 common units arePreferred Units rank senior to any other class or series of equity interests of the operating partnership (including the partnership interests held by Ferrell Resources Holding, Inc.Ferrellgas Partners and the general partner). Upon a liquidation, dissolution or winding up of the operating partnership, each holder of Preferred Units will be entitled to receive, prior and in preference to any distribution of any assets of the operating partnership to the holders of any other class or series of equity interests in the operating partnership (including Ferrellgas Partners and the general partner), an amount per Preferred Unit equal to the Redemption Price.
22
Restrictions on Cash Distributions to Ferrellgas Partners and the General Partner
The operating partnership is permitted to make distributions of Available Cash (as defined in the Amended OpCo LPA) to Ferrellgas Partners only if (i) the operating partnership has made all required Quarterly Distributions (in cash or PIK Units), Tax Distributions and payments of Additional Amounts, (ii) the operating partnership has redeemed all PIK Units issued, (iii) the operating partnership’s consolidated net leverage (defined generally to mean the ratio of the operating partnership’s consolidated total net debt (including the total redemption price of all outstanding Preferred Units and PIK Units but excluding certain letters of credit and capital lease obligations) as of each Quarterly Distribution Date to trailing four quarters consolidated EBITDA, both as adjusted for certain, specified items) is below 7.00x, net of cash, immediately before and after giving effect to such distribution, (iv) the operating partnership has at least $100 million of liquidity, consisting of unrestricted cash on hand and available capacity under the Credit Agreement or any replacement thereof, and (v) the operating partnership is in compliance with the other protective provisions in the OpCo LPA Amendment.
G. Equity (Deficit)
Ferrellgas Partners
Class B Units
On March 30, 2021, Ferrellgas Partners issued 1.3 million Class B Units to the holders of the $357.0 million aggregate principal amount of its 8.625% senior unsecured notes due June 2020 (the “Ferrellgas Partners Notes”) in exchange for such holders’ contribution of the Ferrellgas Partners Notes to Ferrellgas Partners as a capital contribution and in satisfaction of such holders’ claims in respect of the Ferrellgas Partners Notes. The terms of the Class B Units are set forth in the Amended Ferrellgas Partners LPA entered into by the general partner on March 30, 2021.
Ferrellgas Partners may, subject to certain conditions, issue additional Class A Units to such parties as determined at the discretion of Ferrellgas Partners, upon consent by the holders of the requisite percentage of Class B Units as specified in the Amended Ferrellgas Partners LPA (the “Requisite Class B Units”), which refers to: (i) if the initial majority holder of Class B Units holds at least 50% of Class B Units, holders of at least 50% of the outstanding Class B Units, or (ii) if the initial majority holder of Class B Units holds less than 50% of Class B Units, holders of at least one-third of the outstanding Class B Units.
Pursuant to the Amended Ferrellgas Partners LPA, while any Class B Units remain outstanding, any distributions by Ferrellgas Partners to its partners must be made such that the ratio of (i) the amount of distributions made to holders of Class B Units to (ii) the amount of distributions made to holders of Class A Units and the general partner is wholly-owned bynot less than 6:1.
Once holders of Class B Units receive distributions in the James E. Ferrell Revocable Trust One,aggregate amount of $357.0 million (which was the outstanding principal amount of the Ferrellgas Partners Notes), the Class B Units will be (i) convertible into Class A Units at the option of Ferrellgas Partners, if that distribution threshold is reached prior to March 30, 2026, the fifth anniversary post-emergence, or (ii) converted automatically into Class A Units, if the distribution threshold is reached on or after March 30, 2026, in each case at the applicable conversion rate set forth in the following table:
| |
Period | Conversion Factor |
March 31, 2023 through March 30, 2024 | 3.50x |
March 31, 2024 through March 30, 2025 | 4.00x |
March 31, 2025 through March 30, 2026 | 5.00x |
March 31, 2026 through March 30, 2027 | 6.00x |
March 31, 2027 through March 30, 2028 | 7.00x |
March 31, 2028 through March 30, 2029 | 10.00x |
March 31, 2029 through March 30, 2030 | 12.00x |
March 31, 2030 through March 30, 2031 | 25.00x |
23
Ferrellgas Partners may redeem the Class B Units through March 30, 2026, in full, at a price equal to an amount that will result in an internal rate of return with respect to the Class B Units equal to the sum of (i) 300 basis points and (ii) the internal rate of return for which James E. Ferrellthe Preferred Units as specified in the Amended Ferrellgas Partners LPA, subject to the minimum redemption price of $302.08 per unit. The total internal rate of return required to redeem the Class B Units is 15.85%, but that amount increases under certain circumstances, including if the trustee and sole beneficiary.
During the period through March 30, 2026, after Ferrellgas Partners has paiddistributed $356 million in distributions to holders of the following distributions:
Ferrellgas Partners will only be able to redeem the Class B Units to the extent it receives sufficient distributions from the operating partnership, and the operating partnership is limited in its ability to make distributions by the indentures that govern the 2026 Notes and the 2029 Notes, the Credit Agreement and the OpCo LPA Amendment governing the Preferred Units.
The holders of the Class B Units will have the right to acquire the general partner interests in Ferrellgas Partners and the operating partnership, without the approval of the general partner, Ferrellgas Partners, the holders of the Class A Units or the operating partnership, if the Class B Units are still outstanding and have not been converted to Class A Units by the earlier of (i) a material breach of the covenants in favor of the Class B Units under the Amended Ferrellgas Partners LPA or the Amended OpCo LPA that is not cured within the time period specified therein and (ii) March 30, 2031.
Board Rights
The holders of Class B Units will be permitted to designate one independent director to the Board of the general partner in accordance with a voting agreement among the general partner, Ferrell Companies, Inc. (“FCI”), the sole stockholder of the general partner, and the holders of the Class B Units and the general partner's bylaws.
Class A Units
As of October 31, 2023 and July 31, 2023, Class A Units were beneficially owned by the following:
| | | | |
|
| October 31, 2023 |
| July 31, 2023 |
Public Class A Unitholders (1) |
| 3,480,621 |
| 3,480,621 |
James E. Ferrell (2) |
| 238,172 |
| 238,172 |
Ferrell Companies (3) |
| 1,126,468 |
| 1,126,468 |
FCI Trading Corp. (4) |
| 9,784 |
| 9,784 |
Ferrell Propane, Inc. (5) |
| 2,560 |
| 2,560 |
Total | | 4,857,605 | | 4,857,605 |
(1) | These Class A Units are traded on the OTC Pink Market under the symbol “FGPR”. |
(2) | James E. Ferrell was the Chief Executive Officer and President of our general partner and Chairman of the Board of Directors of our general partner through July 31, 2023. Effective August 1, 2023, he became the Executive Chairman of our general partner and the Board of Directors of our general partner. He is a related party. JEF Capital Management owns 237,942 of these Class A Units and is owned by the James E. Ferrell Revocable Trust Two and other family trusts, all of which James E. Ferrell and/or his family members are the trustees and beneficiaries. James E. Ferrell holds all voting common stock of JEF Capital Management. The remaining 230 Class A Units are held by Ferrell Resources Holdings, Inc., which is wholly-owned by the James E. Ferrell Revocable Trust One, for which James E. Ferrell is the trustee and sole beneficiary. |
(3) | Ferrell Companies is the owner of the general partner and an approximate 23% direct owner of Ferrellgas Partners’ Class A Units and thus a related party. Ferrell Companies also beneficially owns 9,784 and 2,560 Class A Units of Ferrellgas Partners held by FCI Trading Corp. (“FCI Trading”) and Ferrell Propane, Inc. (“Ferrell Propane"), respectively, bringing Ferrell Companies’ total beneficial ownership of Class A Units to 23.4%. |
(4) | FCI Trading is an affiliate of the general partner and thus a related party. |
(5) | Ferrell Propane is controlled by the general partner and thus a related party. |
For the three months ended January 31, | For the six months ended January 31, | |||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
Public common unitholders | $ | 6,962 | $ | 6,961 | $ | 13,923 | $ | 42,639 | ||||||||
Ferrell Companies | 2,253 | 2,253 | 4,506 | 13,799 | ||||||||||||
FCI Trading Corp. | 20 | 20 | 40 | 120 | ||||||||||||
Ferrell Propane, Inc. | 5 | 5 | 10 | 31 | ||||||||||||
James E. Ferrell | 476 | 476 | 952 | 2,917 | ||||||||||||
General partner | 98 | 98 | 196 | 601 | ||||||||||||
$ | 9,814 | $ | 9,813 | $ | 19,627 | $ | 60,107 |
24
Together these Class A Units represent (i) a 99% limited partner economic interest in Ferrellgas Partners, declared a cash distributionexcluding the economic interest attributable to the Class B Units, and (ii) an effective 98% economic interest in the operating partnership, excluding the economic interests attributable to the Class B Units and the Preferred Units. In liquidation, allocations and distributions will be made in accordance with each Class A Unitholder’s positive capital account.
The Class A Units of $0.10 per common unitFerrellgas Partners represent limited partner interests in Ferrellgas Partners, which give the holders thereof the right to participate in distributions made by Ferrellgas Partners, subject to the rights of holders of Class B Units, and to exercise the other rights or privileges available to such holders under the Amended Ferrellgas Partners LPA. Under the terms of the Amended Ferrellgas Partners LPA, holders of Class A Units have limited voting rights on matters affecting the business of Ferrellgas Partners. Generally, persons or groups owning 20% or more of Ferrellgas Partners’ outstanding Class A Units cannot vote any of their Class A Units in excess of the 20% threshold. However, this limitation does not apply under certain circumstances and does not apply to Class A Units owned by Ferrell Companies, our general partner and its affiliates, and this limitation expires on the later of (a) March 30, 2026 and (b) the conversion of the Class B Units to Class A Units.
The Amended Ferrellgas Partners LPA allows the general partner to issue an unlimited number of additional general and limited partner interests of Ferrellgas Partners for such consideration and on such terms and conditions as shall be established by the general partner without the approval of any Class A Unitholders.
Partnership distributions
Ferrellgas Partners did not declare or pay any distributions to its Class A Unitholders, Class B Unitholders or the general partner during the three months ended JanuaryOctober 31, 2018, which is expected2023 and 2022. Ferrellgas Partners made aggregate cash distributions of approximately $49.9 million and $100.0 million to be paid on March 16, 2018. Included in this cash distribution areits Class B Unitholders during the following amounts to be paid to related parties:
Ferrell Companies | $ | 2,253 | ||
FCI Trading Corp. | 20 | |||
Ferrell Propane, Inc. | 5 | |||
James E. Ferrell | 476 | |||
General partner | 98 |
Accumulated other comprehensive (loss) income (loss)
See Note H – DerivativeJ “Derivative instruments and hedging activities –activities” for details regarding changes in the fair value ofon risk management financial derivatives recorded within AOCI for the three and six months ended
Ferrellgas Partners
General partner’s commitment to maintain its capital account
Ferrellgas’ partnership agreements allow the general partner to have an option to maintain its effective 2% general partner interest (excluding the interest attributable to the Class B Units and the Preferred Units) concurrent with the issuance of other additional equity.
During the sixthree months ended JanuaryOctober 31, 2018,2023 and 2022, the general partner made non-cash contributions of $0.2 million$14.0 thousand to Ferrellgas to maintain its effective 2% general partner interest.
The operating partnership
Partnership distributions
Ferrellgas Partners did not declare or pay any distributions to its Class A Unitholders, Class B Unitholders or the general partner during the three months ended October 31, 2023 and 2022.
See additional discussions about transactions with related parties in Note K “Transactions with related parties.”
General partner’s commitment to maintain its capital account
Ferrellgas, L.P.’s partnership agreement allows the general partner to have an option to maintain its 1.0101% general partner interest (excluding the interest attributable to the Preferred Units) concurrent with the issuance of other additional equity.
During the
25
H. Revenue from contracts with customers
Disaggregation of revenue
Ferrellgas disaggregates revenues based upon the type of customer and on the type of revenue. The following table presents retail propane revenues, wholesale propane revenues and other revenues. Retail revenues result from sales to end use customers, wholesale revenues result from sales to or through resellers and all other revenues include sales of appliances and other materials, other fees charged to customers and equipment rental charges.
| | | | | | | |
|
| | For the three months ended October 31, | ||||
| |
| 2023 |
| 2022 | ||
Retail - Sales to End Users | | | $ | 227,860 | | $ | 265,974 |
Wholesale - Sales to Resellers | | |
| 105,523 | |
| 116,014 |
Other Gas Sales | | |
| 5,551 | |
| 3,856 |
Other | | |
| 32,079 | |
| 27,445 |
Propane and related equipment revenues | | | $ | 371,013 | | $ | 413,289 |
Contract assets and liabilities
Ferrellgas’ performance obligations are generally limited to the delivery of propane for its retail and wholesale contracts. Ferrellgas’ performance obligations with respect to sales of appliances and other materials and other revenues are limited to the delivery of the agreed upon good or service. Ferrellgas does not have material performance obligations that are delivered over time, thus all of its revenue is recognized at the time the goods, including propane, are delivered or installed. Ferrellgas offers “even pay” and other billing programs that can create customer deposits or advances, depending on whether Ferrellgas has delivered more propane than the customer has paid for or whether the customer has paid for more propane than what has been delivered. Revenue is recognized from these customer deposits or advances to customers at the time product is delivered. The advance or deposit is considered to be a contract asset or liability. Additionally, from time to time, we have customers that pay in advance for goods or services, and such amounts result in contract liabilities.
Ferrellgas incurs incremental commissions directly related to the acquisition or renewal of customer contracts. The commissions are calculated and paid based upon the number of gallons sold to the acquired or renewed customer. The total amount of commissions that we incur is not material, and the commissions are expensed commensurate with the deliveries to which they relate; therefore, we do not capitalize these costs.
The following table presents the opening and closing balances of our contract assets and contract liabilities:
| | | | | | |
|
| October 31, 2023 |
| July 31, 2023 | ||
Contract assets | | $ | 4,771 | | $ | 10,263 |
Contract liabilities | |
| | |
|
|
Deferred revenue (1) | | $ | 59,147 | | $ | 51,516 |
(1) | Of the beginning balance of deferred revenue, $16.1 million was recognized as revenue during the three months ended October 31, 2023. |
Remaining performance obligations
Ferrellgas’ remaining performance obligations are generally limited to situations where customers have remitted payment but have not yet received deliveries of propane. This most commonly occurs in even pay billing programs and Ferrellgas expects that these balances will be recognized within a year or less as the customer takes delivery of propane.
26
Derivative financial instruments
The following table presents Ferrellgas’ financial assets and financial liabilities that are measured at fair value on a recurring basis for each of the fair value hierarchy levels, including both current and noncurrent portions, as of
Asset (Liability) | ||||||||||||||||
Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) | Significant Other Observable Inputs (Level 2) | Unobservable Inputs (Level 3) | Total | |||||||||||||
January 31, 2018: | ||||||||||||||||
Assets: | ||||||||||||||||
Derivative financial instruments: | ||||||||||||||||
Commodity derivatives | $ | — | $ | 25,725 | $ | — | $ | 25,725 | ||||||||
Liabilities: | ||||||||||||||||
Derivative financial instruments: | ||||||||||||||||
Interest rate swap agreements | $ | — | $ | (2,423 | ) | $ | — | $ | (2,423 | ) | ||||||
Commodity derivatives | $ | — | $ | (1,417 | ) | $ | — | $ | (1,417 | ) | ||||||
July 31, 2017: | ||||||||||||||||
Assets: | ||||||||||||||||
Derivative financial instruments: | ||||||||||||||||
Interest rate swap agreements | $ | — | $ | 583 | $ | — | $ | 583 | ||||||||
Commodity derivatives | $ | — | $ | 16,212 | $ | — | $ | 16,212 | ||||||||
Liabilities: | ||||||||||||||||
Derivative financial instruments: | ||||||||||||||||
Interest rate swap agreements | $ | — | $ | (707 | ) | $ | — | $ | (707 | ) | ||||||
Commodity derivatives | $ | — | $ | (1,258 | ) | $ | — | $ | (1,258 | ) |
| | | | | | | | | | | | |
| | Asset (Liability) | ||||||||||
| | Quoted Prices in Active |
| | |
| | |
| | | |
| | Markets for Identical | | Significant Other | | | | | | | ||
| | Assets and Liabilities | | Observable Inputs | | Unobservable Inputs | | | | |||
|
| (Level 1) |
| (Level 2) |
| (Level 3) |
| Total | ||||
October 31, 2023: |
| |
|
| |
|
| |
|
| |
|
Assets: |
| |
|
| |
|
| |
|
| |
|
Derivative financial instruments: |
| |
|
| |
|
| |
|
| |
|
Commodity derivatives | | $ | — | | $ | 6,513 | | $ | — | | $ | 6,513 |
Liabilities: | |
|
| |
| | |
|
| |
|
|
Derivative financial instruments: | |
|
| |
|
| |
|
| |
|
|
Commodity derivatives | | $ | — | | $ | (15,718) | | $ | — | | $ | (15,718) |
| | | | | | | | | | | | |
July 31, 2023: | |
|
| |
|
| |
|
| |
|
|
Assets: | |
|
| |
|
| |
|
| |
|
|
Derivative financial instruments: | |
|
| |
|
| |
|
| |
|
|
Commodity derivatives | | $ | — | | $ | 12,165 | | $ | — | | $ | 12,165 |
Liabilities: | |
|
| |
|
| |
|
| |
|
|
Derivative financial instruments: | |
|
| |
|
| |
|
| |
|
|
Commodity derivatives | | $ | — | | $ | (11,082) | | $ | — | | $ | (11,082) |
Methodology
The fair values of Ferrellgas’ non-exchange traded commodity derivative contracts are based upon indicative price quotations available through brokers, industry price publications or recent market transactions and related market indicators. The fair values of interest rate swap contracts are based upon third-party quotesThere were no transfers between Levels 1, 2 or indicative values based on recent market transactions.
Other financial instruments
The carrying amounts of other financial instruments included in current assets and current liabilities (except for current maturities of long-term debt) approximate their fair values because of their short-term nature. The estimated fair value of various notes receivable, financial instruments classified in "Other assets, net" on the condensed consolidated balance sheets, are approximately $32.1 million, or $4.3 million less than their carrying amount as of JanuaryAt October 31, 2018. The estimated fair values of these notes receivable were calculated using a discounted cash flow method which relied on significant unobservable inputs. At January 31, 20182023 and July 31, 2017,2023, the estimated fair value of Ferrellgas’ long-term debt instruments was $1,728.3$1,336.0 million and $1,966.6$1,318.9 million, respectively. Ferrellgas estimates the fair value of long-term debt based on quoted market prices. The fair value of ourFerrellgas’ consolidated debt obligations is a Level 2 valuation based on the observable inputs used for similar liabilities.
Ferrellgas has other financial instruments such as trade accounts receivable which could expose it to concentrations of credit risk. The credit risk from trade accounts receivable is limited because of a large customer base which extends across many different U.S. markets.
Ferrellgas is exposed to certain market risks related to its ongoing business operations. These risks include exposure to changing commodity prices as well as fluctuations in interest rates. Ferrellgas utilizes derivative instruments to manage its exposure to fluctuations in commodity prices. Of these, the propane commodity derivative instruments are designated as cash flow hedges. Prior to the sale of Bridger Energy, LLC in January 2018, all other commodity derivative instruments neither qualified nor were designated as cash flow hedges, therefore, changes in their fair value were recorded currently in earnings. Ferrellgas also periodically utilizes derivative instruments to manage its exposure to fluctuations in interest rates.
Derivative instruments and hedging activity
During the sixthree months ended JanuaryOctober 31, 20182023 and 2017,2022, Ferrellgas did not recognize any gain or loss in earnings related to hedge ineffectiveness and did not exclude any component of financial derivative contract gains or losses from the assessment of hedge effectiveness related to commodity cash flow hedges.
27
The following tables provide a summary of the fair value of derivatives inwithin Ferrellgas’ condensed consolidated balance sheets as of JanuaryOctober 31, 20182023 and July 31, 2017:
January 31, 2018 | ||||||||||||
Asset Derivatives | Liability Derivatives | |||||||||||
Derivative Instrument | Location | Fair value | Location | Fair value | ||||||||
Derivatives designated as hedging instruments | ||||||||||||
Commodity derivatives-propane | Prepaid expenses and other current assets | $ | 18,188 | Other current liabilities | $ | 1,417 | ||||||
Commodity derivatives-propane | Other assets, net | 7,537 | Other liabilities | — | ||||||||
Interest rate swap agreements | Prepaid expenses and other current assets | — | Other current liabilities | 319 | ||||||||
Interest rate swap agreements | Other assets, net | — | Other liabilities | 2,104 | ||||||||
Total | $ | 25,725 | Total | $ | 3,840 | |||||||
July 31, 2017 | ||||||||||||
Asset Derivatives | Liability Derivatives | |||||||||||
Derivative Instrument | Location | Fair value | Location | Fair value | ||||||||
Derivatives designated as hedging instruments | ||||||||||||
Commodity derivatives-propane | Prepaid expenses and other current assets | $ | 11,061 | Other current liabilities | $ | 415 | ||||||
Commodity derivatives-propane | Other assets, net | 4,413 | Other liabilities | 15 | ||||||||
Interest rate swap agreements | Prepaid expenses and other current assets | 583 | Other current liabilities | 595 | ||||||||
Interest rate swap agreements | Other assets, net | — | Other liabilities | 112 | ||||||||
Derivatives not designated as hedging instruments | ||||||||||||
Commodity derivatives-crude oil | Prepaid expenses and other current assets | 738 | Other current liabilities | 828 | ||||||||
Total | $ | 16,795 | Total | $ | 1,965 |
| | | | | | | | | | | |
| | Final | October 31, 2023 | ||||||||
| | Maturity | Asset Derivatives | | Liability Derivatives | ||||||
Derivative Instrument |
| Date | Location |
| Fair value |
| Location |
| Fair value | ||
Derivatives designated as hedging instruments | | December 2024 |
|
| |
|
|
|
| |
|
Commodity derivatives-propane |
| | Price risk management asset | | $ | 6,465 | | Other current liabilities | | $ | 15,257 |
Commodity derivatives-propane |
| | Other assets, net | |
| 48 |
| Other liabilities | |
| 461 |
|
| | Total | | $ | 6,513 |
| Total | | $ | 15,718 |
| | | | | | | | | | | |
| | Final | July 31, 2023 | ||||||||
| | Maturity | Asset Derivatives | | Liability Derivatives | ||||||
Derivative Instrument |
| Date | Location |
| Fair value |
| Location |
| Fair value | ||
Derivatives designated as hedging instruments |
| December 2024 |
|
| |
|
|
|
| |
|
Commodity derivatives-propane |
| | Price risk management asset | | $ | 11,966 |
| Other current liabilities | | $ | 9,554 |
Commodity derivatives-propane |
| | Other assets, net | |
| 199 |
| Other liabilities | |
| 1,528 |
|
| | Total | | $ | 12,165 |
| Total | | $ | 11,082 |
Ferrellgas’ exchange traded commodity derivative contracts require a cash margin deposit as collateral for contracts that are in a negative mark-to-market position. These cash margin deposits will be returned if mark-to-market conditions improve or will be applied against cash settlement when the contracts are settled. Liabilities represent cash margin deposits received by Ferrellgas for contracts that are in a positive mark-to-market position. The following tables provide a summary of cash margin balances as of
| | | | | | | | | | |
| | October 31, 2023 | ||||||||
| | Assets | | Liabilities | ||||||
Description |
| Location |
| Amount |
| Location |
| Amount | ||
Margin Balances |
| Prepaid expense and other current assets | | $ | 13,918 |
| Other current liabilities | | $ | 2,424 |
|
| Other assets, net | |
| 789 |
| Other liabilities | |
| 12 |
| | Total | | $ | 14,707 |
| Total | | $ | 2,436 |
| | | | | | | | | | |
| | July 31, 2023 | ||||||||
| | Assets | | Liabilities | ||||||
Description |
| Location |
| Amount |
| Location |
| Amount | ||
Margin Balances |
| Prepaid expense and other current assets | | $ | 11,939 |
| Other current liabilities | | $ | 6,972 |
|
| Other assets, net | |
| 1,965 |
| Other liabilities | |
| — |
| | Total | | $ | 13,904 |
| Total | | $ | 6,972 |
28
January 31, 2018 | ||||||||||||
Assets | Liabilities | |||||||||||
Description | Location | Amount | Location | Amount | ||||||||
Margin Balances | Prepaid expenses and other current assets | $ | 3,018 | Other current liabilities | $ | 12,201 | ||||||
Other assets, net | 1,404 | Other liabilities | 5,216 | |||||||||
$ | 4,422 | $ | 17,417 |
July 31, 2017 | ||||||||||||
Assets | Liabilities | |||||||||||
Description | Location | Amount | Location | Amount | ||||||||
Margin Balances | Prepaid expenses and other current assets | $ | 1,778 | Other current liabilities | $ | 7,729 | ||||||
Other assets, net | 1,631 | Other liabilities | 3,073 | |||||||||
$ | 3,409 | $ | 10,802 |
Amount of Gain Recognized on Derivative | Amount of Interest Expense Recognized on Fixed-Rate Debt (Related Hedged Item) | |||||||||||||||||
Derivative Instrument | Location of Amounts Recognized on Derivative | For the three months ended January 31, | For the three months ended January 31, | |||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||||
Interest rate swap agreements | Interest expense | $ | 88 | $ | 328 | $ | (2,275 | ) | $ | (2,275 | ) | |||||||
Amount of Gain Recognized on Derivative | Amount of Interest Expense Recognized on Fixed-Rate Debt (Related Hedged Item) | |||||||||||||||||
Derivative Instrument | Location of Amounts Recognized on Derivative | For the six months ended January 31, | For the six months ended January 31, | |||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||||
Interest rate swap agreements | Interest expense | $ | 226 | $ | 748 | $ | (4,550 | ) | $ | (4,550 | ) | |||||||
The following tables provide a summary of the effect on Ferrellgas’ condensed consolidated statements of comprehensive income (loss) for the three and six months ended
For the three months ended January 31, 2018 | ||||||||||||||
Derivative Instrument | Amount of Gain (Loss) Recognized in AOCI | Location of Gain (Loss) Reclassified from AOCI into Income | Amount of Gain (Loss) Reclassified from AOCI into Income | |||||||||||
Effective portion | Ineffective portion | |||||||||||||
Commodity derivatives | $ | 960 | Cost of sales-propane and other gas liquids sales | $ | 9,886 | $ | — | |||||||
Interest rate swap agreements | 112 | Interest expense | (143 | ) | — | |||||||||
$ | 1,072 | $ | 9,743 | $ | — | |||||||||
For the three months ended January 31, 2017 | ||||||||||||||
Derivative Instrument | Amount of Gain (Loss) Recognized in AOCI | Location of Gain (Loss) Reclassified from AOCI into Income | Amount of Gain (Loss) Reclassified from AOCI into Income | |||||||||||
Effective portion | Ineffective portion | |||||||||||||
Commodity derivatives | $ | 14,699 | Cost of sales-propane and other gas liquids sales | $ | 73 | $ | — | |||||||
Interest rate swap agreements | 563 | Interest expense | (587 | ) | — | |||||||||
$ | 15,262 | $ | (514 | ) | $ | — | ||||||||
For the six months ended January 31, 2018 | ||||||||||||||
Derivative Instrument | Amount of Gain (Loss) Recognized in AOCI | Location of Gain (Loss) Reclassified from AOCI into Income | Amount of Gain (Loss) Reclassified from AOCI into Income | |||||||||||
Effective portion | Ineffective portion | |||||||||||||
Commodity derivatives | $ | 23,283 | Cost of sales-propane and other gas liquids sales | $ | 14,018 | $ | — | |||||||
Interest rate swap agreements | 238 | Interest expense | (326 | ) | — | |||||||||
$ | 23,521 | $ | 13,692 | $ | — | |||||||||
For the six months ended January 31, 2017 | ||||||||||||||
Derivative Instrument | Amount of Gain (Loss) Recognized in AOCI | Location of Gain (Loss) Reclassified from AOCI into Income | Amount of Gain (Loss) Reclassified from AOCI into Income | |||||||||||
Effective portion | Ineffective portion | |||||||||||||
Commodity derivatives | $ | 19,572 | Cost of sales-propane and other gas liquids sales | $ | (3,523 | ) | $ | — | ||||||
Interest rate swap agreements | 828 | Interest expense | (1,229 | ) | — | |||||||||
$ | 20,400 | $ | (4,752 | ) | $ | — |
For the three months ended January 31, 2018 | ||||||
Derivatives Not Designated as Hedging Instruments | Amount of Gain (Loss) Recognized in Income | Location of Gain (Loss) Recognized in Income | ||||
Commodity derivatives - crude oil | $ | (2,080 | ) | Cost of sales - midstream operations | ||
For the three months ended January 31, 2017 | ||||||
Derivatives Not Designated as Hedging Instruments | Amount of Gain (Loss) Recognized in Income | Location of Gain (Loss) Recognized in Income | ||||
Commodity derivatives - crude oil | $ | (1,007 | ) | Cost of sales - midstream operations | ||
Commodity derivatives - vehicle fuel | $ | 489 | Operating expense | |||
For the six months ended January 31, 2018 | ||||||
Derivatives Not Designated as Hedging Instruments | Amount of Gain (Loss) Recognized in Income | Location of Gain (Loss) Recognized in Income | ||||
Commodity derivatives - crude oil | $ | (3,470 | ) | Cost of sales - midstream operations | ||
For the six months ended January 31, 2017 | ||||||
Derivatives Not Designated as Hedging Instruments | Amount of Gain (Loss) Recognized in Income | Location of Gain (Loss) Recognized in Income | ||||
Commodity derivatives - crude oil | $ | (2,248 | ) | Cost of sales - midstream operations | ||
Commodity derivatives - vehicle fuel | $ | 1,516 | Operating expense |
| | | | | | | | | | | |
| | For the three months ended October 31, 2023 | |||||||||
| | | | | | | Amount of Loss | ||||
| | Amount of Loss | | Location of Loss | | Reclassified from | |||||
| | Recognized in | | Reclassified from | | AOCI into Income | |||||
Derivative Instrument |
| AOCI |
| AOCI into Income |
| Effective portion |
| Ineffective portion | |||
Commodity derivatives | | $ | (13,472) |
| Cost of sales - propane and other gas liquids sales | | $ | (3,184) | | $ | — |
| | | | | | | | | | | |
| | For the three months ended October 31, 2022 | |||||||||
| | | | | | Amount of Gain | |||||
| | Amount of Loss | | Location of Gain | | Reclassified from | |||||
| | Recognized in | | Reclassified from | | AOCI into Income | |||||
Derivative Instrument |
| AOCI |
| AOCI into Income |
| Effective portion |
| Ineffective portion | |||
Commodity derivatives | | $ | (36,185) |
| Cost of sales - propane and other gas liquids sales | | $ | 12,788 | | $ | — |
Accumulated other comprehensive (loss) income
Ferrellgas Partners
The changes in derivatives included in AOCI for the sixthree months ended JanuaryOctober 31, 20182023 and 20172022 were as follows:
For the six months ended January 31, | ||||||||
Gains and losses on derivatives included in AOCI | 2018 | 2017 | ||||||
Beginning balance | $ | 14,648 | $ | (9,815 | ) | |||
Change in value of risk management commodity derivatives | 23,283 | 19,572 | ||||||
Reclassification of (gains) and losses on commodity hedges to cost of sales - propane and other gas liquids sales, net | (14,018 | ) | 3,523 | |||||
Change in value of risk management interest rate derivatives | 238 | 828 | ||||||
Reclassification of losses on interest rate hedges to interest expense | 326 | 1,229 | ||||||
Ending balance | $ | 24,477 | $ | 15,337 |
| | | | | | |
| | For the three months ended October 31, | ||||
Gains and losses on derivatives included in AOCI |
| 2023 |
| 2022 | ||
Beginning balance attributable to Ferrellgas Partners, L.P. | | $ | 1,059 | | $ | 37,907 |
Change in value of risk management commodity derivatives | |
| (13,472) | |
| (36,185) |
Reclassification of losses (gains) on commodity hedges to cost of sales - propane and other gas liquids sales, net | |
| 3,184 | |
| (12,788) |
Less: amount attributable to noncontrolling interests | | | 104 | | | 495 |
Ending balance attributable to Ferrellgas Partners, L.P. | | $ | (9,125) | | $ | (10,571) |
The operating partnership
The changes in derivatives included in AOCI for the three months ended October 31, 2023 and 2022 were as follows:
| | | | | | |
| | For the three months ended October 31, | ||||
Gains and losses on derivatives included in AOCI |
| 2023 |
| 2022 | ||
Beginning balance | | $ | 1,083 | | $ | 38,307 |
Change in value of risk management commodity derivatives | |
| (13,472) | |
| (36,185) |
Reclassification of losses (gains) on commodity hedges to cost of sales - propane and other gas liquids sales, net | |
| 3,184 | |
| (12,788) |
Ending balance | | $ | (9,205) | | $ | (10,666) |
Ferrellgas expects to reclassify net gains related to the risk management commodity derivativeslosses of approximately $16.8$8.8 million to earnings during the next 12 months. These net gainslosses are expected to be offset by decreasedincreased margins on propane sales commitments Ferrellgas has with its customers that qualify for the normal purchase normal salessale exception.
During the sixthree months ended JanuaryOctober 31, 20182023 and 2017,2022, Ferrellgas had no reclassifications to operations resulting from the discontinuance of any cash flow hedges arising from the probability of the original forecasted transactions not occurring within the originally specified period of time defined within the hedging relationship.
As of
29
Derivative financial instruments credit risk
Ferrellgas is exposed to credit loss in the event of nonperformance by counterparties to derivative financial and commodity instruments. Ferrellgas’ counterparties principally consist of major energy companies and major U.S. financial institutions. Ferrellgas maintains credit policies with regard to its counterparties that it believes reduces its overall credit risk. These policies include evaluating and monitoring its counterparties’ financial condition, including their credit ratings, and entering into agreements with counterparties that govern credit limits. Certain of these agreements call for the posting of collateral by the counterparty or by Ferrellgas in the forms of letters of credit, parent guarantees or cash. Ferrellgas has concentrations of credit risk associated with derivative financial instruments held by certain derivative financial instrument counterparties. If these counterparties that make up the concentration failed to perform according to the terms of their contracts at JanuaryOctober 31, 2018,2023, the maximum amount of loss due to credit risk that Ferrellgas would incur based upon the gross fair values of the derivative financial instruments Ferrellgas would incur is $7.5 million.
From time to time Ferrellgas enters into derivative contracts that have credit-risk-related contingent features which dictate credit limits based upon Ferrellgas'Ferrellgas’ debt rating. There were no open derivative contracts with credit-risk-related contingent features as of JanuaryOctober 31, 2018.
Ferrellgas has no employees and is managed and controlled by its general partner. Pursuant to Ferrellgas’ partnership agreements, the general partner is entitled to reimbursement for all direct and indirect expenses incurred or payments it makes on behalf of Ferrellgas and all other necessary or appropriate expenses allocable to Ferrellgas or otherwise reasonably incurred by theits general partner in connection with operating Ferrellgas’ business. These costs primarily include compensation and benefits paid to employees of the general partner who perform services on Ferrellgas’ behalf and are reported in the condensed consolidated statements of operations as follows:
For the three months ended January 31, | For the six months ended January 31, | |||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
Operating expense | $ | 65,291 | $ | 61,492 | $ | 122,642 | $ | 117,206 | ||||||||
General and administrative expense | $ | 8,422 | $ | 8,217 | $ | 15,930 | $ | 16,800 |
| | | | | | |
| | For the three months ended October 31, | ||||
|
| 2023 |
| 2022 | ||
Operating expense | | $ | 76,859 | | $ | 68,982 |
| | | | | | |
General and administrative expense | | $ | 9,329 | | $ | 7,870 |
See additional discussions about transactions with the general partner and related parties in Note F – Partners’ deficit.
L. Contingencies and commitments
Litigation
Ferrellgas’ operations are subject to all operating hazards and risks normally incidental to handling, storing, transporting and otherwise providing for use by consumers of combustible liquids such as propane and, prior to the sales of midstream operations in fiscal 2018, crude oil. As a result, at any given time, Ferrellgaswe can be threatened with or named as a defendant in various lawsuits arising in the ordinary course of business. Other than as discussed below, Ferrellgas iswe are not a party to any legal proceedings other than various claims and lawsuits arising in the ordinary course of business. It is not possible to determine the ultimate disposition of these matters; however, management is of the opinion that there are no known claims or contingent claims that are reasonably expected to have a material adverse effect on theour consolidated financial condition, results of operations and cash flowsflows.
30
Ferrellgas and Bridger Logistics, LLC have been(“Bridger”), were named, along with two former officers (“Rios and Gamboa”), in a lawsuit (the “EDPA Lawsuit”) filed by Eddystone Rail Company ("Eddystone"(“Eddystone”) on February 2, 2017 in the U.S. District Court for the Eastern District of Pennsylvania (the "EDPA Lawsuit"“Court”). On December 10, 2021, the Court dismissed Eddystone’s claims against Rios and Gamboa, pursuant to a settlement agreement with Eddystone. Eddystone indicated that it has prevailed in or settled an arbitration against Jamex Transfer Services (“JTS”), thenpreviously named Bridger Transfer Services, a former subsidiary of Bridger Logistics, LLC (“Bridger”).Bridger. The arbitration involved a claim against JTS for money due for deficiency payments under a contract for the use of an Eddystone facility used to offload crude from rail onto barges. Eddystone alleges that Ferrellgas transferred assets out of JTS prior to the sale of the membership interest in JTS to Jamex Transfer Holdings, and that those transfers should be avoided so that the assets can be used to satisfy the amount owed by JTS to Eddystone underas a result of the arbitration. Eddystone also alleges that JTS was an “alter ego” of Bridger and Ferrellgas.Ferrellgas and that Bridger and Ferrellgas breached both an implicit contract as well as fiduciary duties allegedly owed to Eddystone as a creditor of JTS. Ferrellgas believes that Ferrellgas and Bridger have valid defenses to these claims and to Eddystone’s primary claim against JTS on the contract claim. The lawsuit does not specify a specific amountfor breach of damages thatcontract. If Eddystone is seeking;ultimately prevails, however, Ferrellgas believes that the amount of such damage claims, if ultimately owed to Eddystone,damages awarded could be material to Ferrellgas. Ferrellgas intends to vigorously defend this claim.
The lawsuit isCourt decided summary judgment motions in its early stages; as such, managementMarch 2022 and the three segments of the bench trial were completed in September 2022, December 2022 and February 2023, respectively. As set by the Court, briefings were held through May 2023 and closing arguments were held in August 2023. Management does not currently believe a loss is probable or reasonably estimable at this time. On August 24, 2017, However, we may enter into settlement discussions at any time.
Long-term debt related commitments
Ferrellgas filedhas long and short-term payment obligations under agreements such as the indentures governing its senior notes. See Note E “Debt” for a third-party complaint against JTS, Jamex Transfer Holdings,description of these debt obligations and other related persons and entities (the "Third-Party Defendants"), asserting claims for breacha schedule of contract, indemnification of any losses in the EDPA Lawsuit, tortious interference with contract, and contribution. The Third-Party Defendants have filed motions to dismiss the third-party complaint for alleged lack of personal jurisdiction, failure to state claim, and forum non-conveniens. Ferrellgas is vigorously opposing these motions.
Below is a calculation of the basic and diluted net earnings (loss)loss per common unitClass A Unitholders’ interest in the condensed consolidated statements of operations for the periods indicated. Ferrellgas calculatesindicated:
| | | | | | | |
| | For the three months ended October 31, | | ||||
|
| 2023 |
| 2022 |
| ||
| | | | | | | |
Net loss attributable to Ferrellgas Partners, L.P. | | $ | (17,556) | | $ | (4,545) | |
Less: Distributions to preferred unitholders | | | 16,251 | | | 16,251 | |
Less: General partner’s interest in net loss | | | (175) | | | (45) | |
Undistributed net loss attributable to Class A unitholders | | | (33,632) | | | (20,751) | |
Weighted average Class A Units outstanding (in thousands) | |
| 4,857.6 | |
| 4,857.6 | |
Basic and diluted net loss per Class A Unit | | $ | (6.92) | | $ | (4.27) | |
Class B Units considerations
The Class B Units meet the definition of a participating security and the two-class method is required. For any periods in which earnings are recognized, the earnings will first be allocated 100% to the Class B Units until the allocation equals the cumulative amount of all distributions paid to the Class B Units. Any remaining undistributed net earnings (loss) per common unit for each period presented according to distributions declaredwill be allocated between the Class B Units and participation rights in undistributed earnings,the Class A Units on a six-to-one basis as if all of theundistributed earnings or loss for the period had been distributed accordingto each class of units in accordance with their distribution rights. For any periods in which losses are recognized, no effect is given to the incentive distribution rightsClass B Units as they do not contractually participate in the losses of Ferrellgas. In addition, Ferrellgas partnership agreement. Duehas the option to the seasonalityredeem all, but not less than all, of the propane business,Class B Units outstanding at any time on or prior to March 30, 2026 for cash. This call option does not impact the dilutive effect of the two-class method typically impacts only the three months ending January 31. In periods with undistributed earnings above certain levels, the calculation accordingnet loss per Class A Unit due to the two-class method results in an increased allocation of undistributed earnings to the general partnercash-only redemption provision, which is assumed, and a dilution of the earnings to the limited partners as follows:
Ratio of total distributions payable to: | ||||||
Quarterly distribution per common unit | Common unitholder | General partner | ||||
$0.56 to $0.63 | 86.9 | % | 13.1 | % | ||
$0.64 to $0.82 | 76.8 | % | 23.2 | % | ||
$0.83 and above | 51.5 | % | 48.5 | % |
31
For the three months ended January 31, | For the six months ended January 31, | |||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
(in thousands, except per common unit amounts) | ||||||||||||||||
Common unitholders’ interest in net earnings (loss) | $ | (1,824 | ) | $ | 37,717 | $ | (49,260 | ) | $ | (4,925 | ) | |||||
Weighted average common units outstanding - basic and diluted | 97,152.7 | 97,152.7 | 97,152.7 | 97,305.1 | ||||||||||||
Basic and diluted net earnings (loss) per common unit | $ | (0.02 | ) | $ | 0.39 | $ | (0.51 | ) | $ | (0.05 | ) |
N. Subsequent events
Ferrellgas has two primary operations that result in two reportable operating segments: propane operations and related equipment sales and midstream operations. During the quarter ended January 31, 2018, Ferrellgas recorded a goodwill impairment of $10.0 million related to a decline in future expected cash flows of an immaterial reporting unit of our Propane operations and related equipment sales segment.
Three months ended January 31, 2018 | ||||||||||||||||
Propane operations and related equipment sales | Midstream operations | Corporate | Total | |||||||||||||
Segment revenues | $ | 637,880 | $ | 117,276 | $ | — | $ | 755,156 | ||||||||
Direct costs (1) | 507,386 | 114,929 | 12,214 | 634,529 | ||||||||||||
Adjusted EBITDA | $ | 130,494 | $ | 2,347 | $ | (12,214 | ) | $ | 120,627 | |||||||
Three months ended January 31, 2017 | ||||||||||||||||
Propane operations and related equipment sales | Midstream operations | Corporate | Total | |||||||||||||
Segment revenues | $ | 482,463 | $ | 96,787 | $ | — | $ | 579,250 | ||||||||
Direct costs (1) | 370,175 | 93,718 | 10,327 | 474,220 | ||||||||||||
Adjusted EBITDA | $ | 112,288 | $ | 3,069 | $ | (10,327 | ) | $ | 105,030 | |||||||
Six months ended January 31, 2018 | ||||||||||||||||
Propane operations and related equipment sales | Midstream operations | Corporate | Total | |||||||||||||
Segment revenues | $ | 971,775 | $ | 238,036 | $ | — | $ | 1,209,811 | ||||||||
Direct costs (1) | 810,715 | 228,830 | 23,423 | 1,062,968 | ||||||||||||
Adjusted EBITDA | $ | 161,060 | $ | 9,206 | $ | (23,423 | ) | $ | 146,843 | |||||||
Six months ended January 31, 2017 | ||||||||||||||||
Propane operations and related equipment sales | Midstream operations | Corporate | Total | |||||||||||||
Segment revenues | $ | 753,961 | $ | 204,831 | $ | — | $ | 958,792 | ||||||||
Direct costs (1) | 607,189 | 196,491 | 21,063 | 824,743 | ||||||||||||
Adjusted EBITDA | $ | 146,772 | $ | 8,340 | $ | (21,063 | ) | $ | 134,049 | |||||||
Three months ended January 31, | Six months ended January 31, | |||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
Net earnings (loss) attributable to Ferrellgas Partners, L.P. | $ | (1,843 | ) | $ | 38,098 | $ | (49,758 | ) | $ | (4,975 | ) | |||||
Income tax expense (benefit) | (162 | ) | 588 | 215 | (2 | ) | ||||||||||
Interest expense | 42,673 | 36,819 | 83,480 | 72,247 | ||||||||||||
Depreciation and amortization expense | 25,485 | 25,607 | 51,217 | 51,809 | ||||||||||||
EBITDA | 66,153 | 101,112 | 85,154 | 119,079 | ||||||||||||
Non-cash employee stock ownership plan compensation charge | 4,031 | 2,945 | 7,993 | 6,699 | ||||||||||||
Non-cash stock-based compensation charge | — | 1,417 | — | 3,298 | ||||||||||||
Asset impairments | 10,005 | — | 10,005 | — | ||||||||||||
Loss on asset sales and disposals | 39,249 | 45 | 40,144 | 6,468 | ||||||||||||
Other income, net | (684 | ) | (763 | ) | (1,195 | ) | (1,271 | ) | ||||||||
Severance costs | — | 490 | 1,663 | 1,959 | ||||||||||||
Professional fees | 2,118 | — | 2,118 | — | ||||||||||||
Unrealized (non-cash) loss (gain) on changes in fair value of derivatives not designated as hedging instruments | (314 | ) | (646 | ) | 1,293 | (2,215 | ) | |||||||||
Net earnings (loss) attributable to noncontrolling interest | 69 | 430 | (332 | ) | 32 | |||||||||||
Adjusted EBITDA | $ | 120,627 | $ | 105,030 | $ | 146,843 | $ | 134,049 |
Assets | January 31, 2018 | July 31, 2017 | ||||||
Propane operations and related equipment sales | $ | 1,361,856 | $ | 1,194,905 | ||||
Midstream operations | 309,952 | 399,356 | ||||||
Corporate | 15,251 | 15,708 | ||||||
Total consolidated assets | $ | 1,687,059 | $ | 1,609,969 |
Six months ended January 31, 2018 | ||||||||||||||||
Propane operations and related equipment sales | Midstream operations | Corporate | Total | |||||||||||||
Capital expenditures: | ||||||||||||||||
Maintenance | $ | 12,016 | $ | 182 | $ | 1,245 | $ | 13,443 | ||||||||
Growth | 18,311 | 1,013 | — | 19,324 | ||||||||||||
Total | $ | 30,327 | $ | 1,195 | $ | 1,245 | $ | 32,767 | ||||||||
Six months ended January 31, 2017 | ||||||||||||||||
Propane operations and related equipment sales | Midstream operations | Corporate | Total | |||||||||||||
Capital expenditures: | ||||||||||||||||
Maintenance | $ | 5,551 | $ | 204 | $ | 1,484 | $ | 7,239 | ||||||||
Growth | 9,857 | — | — | 9,857 | ||||||||||||
Total | $ | 15,408 | $ | 204 | $ | 1,484 | $ | 17,096 |
32
FERRELLGAS PARTNERS FINANCE CORP. | |||||||
(a wholly-owned subsidiary of Ferrellgas Partners, L.P.) | |||||||
CONDENSED BALANCE SHEETS | |||||||
(unaudited) | |||||||
January 31, 2018 | July 31, 2017 | ||||||
ASSETS | |||||||
Cash | $ | 1,000 | $ | 1,000 | |||
Total assets | $ | 1,000 | $ | 1,000 | |||
Contingencies and commitments (Note B) | |||||||
STOCKHOLDER'S EQUITY | |||||||
Common stock, $1.00 par value; 2,000 shares authorized; 1,000 shares issued and outstanding | $ | 1,000 | $ | 1,000 | |||
Additional paid in capital | 25,330 | 25,055 | |||||
Accumulated deficit | (25,330 | ) | (25,055 | ) | |||
Total stockholder's equity | $ | 1,000 | $ | 1,000 | |||
See notes to condensed financial statements. |
FERRELLGAS PARTNERS FINANCE CORP. | |||||||||||||||
(a wholly-owned subsidiary of Ferrellgas Partners, L.P.) | |||||||||||||||
CONDENSED STATEMENTS OF OPERATIONS | |||||||||||||||
(unaudited) | |||||||||||||||
For the three months ended January 31, | For the six months ended January 31, | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
General and administrative expense | $ | 225 | $ | — | $ | 275 | $ | 92 | |||||||
Net loss | $ | (225 | ) | $ | — | $ | (275 | ) | $ | (92 | ) | ||||
See notes to condensed financial statements. |
FERRELLGAS PARTNERS FINANCE CORP. | |||||||
(a wholly-owned subsidiary of Ferrellgas Partners, L.P.) | |||||||
CONDENSED STATEMENTS OF CASH FLOWS | |||||||
(unaudited) | |||||||
For the six months ended January 31, | |||||||
2018 | 2017 | ||||||
Cash flows from operating activities: | |||||||
Net loss | $ | (275 | ) | $ | (92 | ) | |
Cash used in operating activities | (275 | ) | (92 | ) | |||
Cash flows from financing activities: | |||||||
Capital contribution | 275 | 92 | |||||
Cash provided by financing activities | 275 | 92 | |||||
Net change in cash | — | — | |||||
Cash - beginning of period | 1,000 | 1,000 | |||||
Cash - end of period | $ | 1,000 | $ | 1,000 | |||
See notes to condensed financial statements. |
FERRELLGAS PARTNERS FINANCE CORP.
(a wholly-owned subsidiary of Ferrellgas Partners, L.P.)
CONDENSED BALANCE SHEETS
(unaudited)
| | | | | | |
|
| October 31, 2023 |
| July 31, 2023 | ||
ASSETS | | | | | | |
Cash | | $ | — | | $ | — |
Total assets | | $ | — | | $ | — |
| | | | | | |
LIABILITIES AND EQUITY (DEFICIT) | | | | | | |
Current liabilities: | | | | | | |
Other current liabilities | | $ | — | | $ | — |
Total current liabilities | | $ | — | | $ | — |
| | | | | | |
Contingencies and commitments (Note B) | |
|
| |
|
|
| | | | | | |
STOCKHOLDER’S EQUITY (DEFICIT) | |
| | |
|
|
Common stock, $1.00 par value; 2,000 shares authorized; 1,000 shares issued and outstanding | | $ | 1,000 | | $ | 1,000 |
Additional paid in capital | |
| 42,260 | |
| 42,207 |
Accumulated deficit | |
| (43,260) | |
| (43,207) |
Total stockholder’s equity (deficit) | | | — | | | — |
Total liabilities and equity (deficit) | | $ | — | | $ | — |
| | | | | | |
See notes to condensed financial statements.
33
FERRELLGAS PARTNERS FINANCE CORP.
(a wholly-owned subsidiary of Ferrellgas Partners, L.P.)
CONDENSED STATEMENTS OF OPERATIONS
(unaudited)
| | | | | | |
| | For the three months ended October 31, | ||||
|
| 2023 |
| 2022 | ||
General and administrative expense | | $ | 53 | | $ | 338 |
| | | | | | |
Net loss | | $ | (53) | | $ | (338) |
See notes to condensed financial statements.
34
FERRELLGAS PARTNERS FINANCE CORP.
(a wholly-owned subsidiary of Ferrellgas Partners, L.P.)
CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)
| | | | | | |
| | For the three months ended October 31, | ||||
|
| 2023 |
| 2022 | ||
Cash flows from operating activities: | | |
| | |
|
Net loss | | $ | (53) | | $ | (338) |
Changes in operating assets and liabilities: | |
|
| |
|
|
Other current liabilities | | | — | | | (1,706) |
Cash used in operating activities | |
| (53) | |
| (2,044) |
| | | | | | |
Cash flows from financing activities: | |
|
| |
|
|
Capital contribution | |
| 53 | |
| 2,044 |
Cash provided by financing activities | |
| 53 | |
| 2,044 |
| | | | | | |
Net change in cash | |
| — | |
| — |
Cash - beginning of period | |
| — | |
| — |
Cash - end of period | | $ | — | | $ | — |
See notes to condensed financial statements.
35
FERRELLGAS PARTNERS FINANCE CORP.
(a wholly-owned subsidiary of Ferrellgas Partners, L.P.)
(unaudited)
NOTES TO CONDENSED FINANCIAL STATEMENTS
A.
FormationFerrellgas Partners Finance Corp. (the “Finance(“Partners Finance Corp.”), a Delaware corporation, was formed on
Ferrellgas Partners contributed $1,000 to Partners Finance Corp. on April 8, 1996 in the opinionexchange for 1,000 shares of management, necessary for a fair presentation of the interim periods presented. All adjustments to the condensed financial statements were of a normal recurring nature.
Partners Finance Corp. has nominal assets, does not conduct any operations and has no employees.
B.
Contingencies and commitmentsPartners Finance Corp. serves as co-issuer and co-obligor for debt securities of the Partnership.
FERRELLGAS, L.P. AND SUBSIDIARIES | |||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | |||||||
(in thousands) | |||||||
(unaudited) | |||||||
January 31, 2018 | July 31, 2017 | ||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 14,171 | $ | 5,701 | |||
Accounts and notes receivable, net (including $235,150 and $109,407 of accounts receivable pledged as collateral at January 31, 2018 and July 31, 2017, respectively) | 255,978 | 165,084 | |||||
Inventories | 110,092 | 92,552 | |||||
Assets held for sale | 52,200 | — | |||||
Prepaid expenses and other current assets | 41,393 | 33,426 | |||||
Total current assets | 473,834 | 296,763 | |||||
Property, plant and equipment, net | 646,327 | 731,923 | |||||
Goodwill, net | 246,098 | 256,103 | |||||
Intangible assets (net of accumulated amortization of $452,283 and $436,428 at January 31, 2018 and July 31, 2017, respectively) | 243,079 | 251,102 | |||||
Other assets, net | 77,712 | 74,057 | |||||
Total assets | $ | 1,687,050 | $ | 1,609,948 | |||
LIABILITIES AND PARTNERS' DEFICIT | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 82,072 | $ | 85,561 | |||
Short-term borrowings | 261,200 | 59,781 | |||||
Collateralized note payable | 166,000 | 69,000 | |||||
Other current liabilities | 136,591 | 122,016 | |||||
Total current liabilities | 645,863 | 336,358 | |||||
Long-term debt | 1,462,973 | 1,649,270 | |||||
Other liabilities | 35,422 | 31,118 | |||||
Contingencies and commitments (Note J) | |||||||
Partners' deficit: | |||||||
Limited partner | (477,096 | ) | (417,467 | ) | |||
General partner | (4,705 | ) | (4,095 | ) | |||
Accumulated other comprehensive income | 24,593 | 14,764 | |||||
Total partners' deficit | (457,208 | ) | (406,798 | ) | |||
Total liabilities and partners' deficit | $ | 1,687,050 | $ | 1,609,948 | |||
See notes to condensed consolidated financial statements. |
FERRELLGAS, L.P. AND SUBSIDIARIES | |||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||||||||||||
(in thousands) | |||||||||||||||||
(unaudited) | |||||||||||||||||
For the three months ended January 31, | For the six months ended January 31, | ||||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||||
Revenues: | |||||||||||||||||
Propane and other gas liquids sales | $ | 592,239 | $ | 437,375 | $ | 894,997 | $ | 679,774 | |||||||||
Midstream operations | 117,276 | 96,787 | 238,036 | 204,831 | |||||||||||||
Other | 45,641 | 45,088 | 76,778 | 74,187 | |||||||||||||
Total revenues | 755,156 | 579,250 | 1,209,811 | 958,792 | |||||||||||||
Costs and expenses: | |||||||||||||||||
Cost of sales - propane and other gas liquids sales | 362,918 | 235,029 | 542,433 | 354,241 | |||||||||||||
Cost of sales - midstream operations | 107,067 | 87,024 | 215,192 | 181,666 | |||||||||||||
Cost of sales - other | 20,787 | 20,657 | 34,489 | 32,403 | |||||||||||||
Operating expense | 123,716 | 113,076 | 234,178 | 218,162 | |||||||||||||
Depreciation and amortization expense | 25,485 | 25,607 | 51,217 | 51,809 | |||||||||||||
General and administrative expense | 14,890 | 12,278 | 28,054 | 26,547 | |||||||||||||
Equipment lease expense | 6,954 | 7,416 | 13,695 | 14,765 | |||||||||||||
Non-cash employee stock ownership plan compensation charge | 4,031 | 2,945 | 7,993 | 6,699 | |||||||||||||
Asset impairments | 10,005 | — | 10,005 | — | |||||||||||||
Loss on asset sales and disposals | 39,249 | 45 | 40,144 | 6,468 | |||||||||||||
Operating income | 40,054 | 75,173 | 32,411 | 66,032 | |||||||||||||
Interest expense | (34,058 | ) | (32,748 | ) | (66,254 | ) | (64,146 | ) | |||||||||
Other income, net | 684 | 763 | 1,195 | 1,271 | |||||||||||||
Earnings (loss) before income taxes | 6,680 | 43,188 | (32,648 | ) | 3,157 | ||||||||||||
Income tax expense (benefit) | (167 | ) | 588 | 204 | (3 | ) | |||||||||||
Net earnings (loss) | $ | 6,847 | $ | 42,600 | $ | (32,852 | ) | $ | 3,160 | ||||||||
See notes to condensed consolidated financial statements. |
FERRELLGAS, L.P. AND SUBSIDIARIES | |||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | |||||||||||||||||
(in thousands) | |||||||||||||||||
(unaudited) | |||||||||||||||||
For the three months ended January 31, | For the six months ended January 31, | ||||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||||
Net earnings (loss) | $ | 6,847 | $ | 42,600 | $ | (32,852 | ) | $ | 3,160 | ||||||||
Other comprehensive income (loss): | |||||||||||||||||
Change in value of risk management derivatives | 1,072 | 15,262 | 23,521 | 20,400 | |||||||||||||
Reclassification of (gains) losses on derivatives to earnings, net | (9,743 | ) | 514 | (13,692 | ) | 4,752 | |||||||||||
Other comprehensive income (loss) | (8,671 | ) | 15,776 | 9,829 | 25,152 | ||||||||||||
Comprehensive income (loss) | $ | (1,824 | ) | $ | 58,376 | $ | (23,023 | ) | $ | 28,312 | |||||||
See notes to condensed consolidated financial statements. |
FERRELLGAS, L.P. AND SUBSIDIARIES | |||||||||||||||
CONDENSED CONSOLIDATED STATEMENT OF PARTNERS' DEFICIT | |||||||||||||||
(in thousands) | |||||||||||||||
(unaudited) | |||||||||||||||
Accumulated | |||||||||||||||
other | Total | ||||||||||||||
Limited | General | comprehensive | partners' | ||||||||||||
partner | partner | income | deficit | ||||||||||||
Balance at July 31, 2017 | $ | (417,467 | ) | $ | (4,095 | ) | $ | 14,764 | $ | (406,798 | ) | ||||
Contributions in connection with non-cash ESOP and stock-based compensation charges | 7,914 | 79 | — | 7,993 | |||||||||||
Distributions | (35,023 | ) | (357 | ) | — | (35,380 | ) | ||||||||
Net loss | (32,520 | ) | (332 | ) | — | (32,852 | ) | ||||||||
Other comprehensive income | — | — | 9,829 | 9,829 | |||||||||||
Balance at January 31, 2018 | $ | (477,096 | ) | $ | (4,705 | ) | $ | 24,593 | $ | (457,208 | ) | ||||
See notes to condensed consolidated financial statements. |
FERRELLGAS, L.P. AND SUBSIDIARIES | |||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||
(in thousands) | |||||||
(unaudited) | |||||||
For the six months ended January 31, | |||||||
2018 | 2017 | ||||||
Cash flows from operating activities: | |||||||
Net earnings (loss) | $ | (32,852 | ) | $ | 3,160 | ||
Reconciliation of net earnings (loss) to net cash provided by operating activities: | |||||||
Depreciation and amortization expense | 51,217 | 51,809 | |||||
Non-cash employee stock ownership plan compensation charge | 7,993 | 6,699 | |||||
Non-cash stock-based compensation charge | — | 3,298 | |||||
Asset impairments | 10,005 | — | |||||
Loss on asset sales and disposals | 40,144 | 6,468 | |||||
Unrealized gain on derivative instruments | (91 | ) | (1,862 | ) | |||
Provision for doubtful accounts | 1,688 | (283 | ) | ||||
Deferred income tax expense | 364 | 35 | |||||
Other | 2,650 | 2,448 | |||||
Changes in operating assets and liabilities, net of effects from business acquisitions: | |||||||
Accounts and notes receivable, net of securitization | (102,315 | ) | (74,403 | ) | |||
Inventories | (17,275 | ) | (24,268 | ) | |||
Prepaid expenses and other current assets | (4,637 | ) | 6,924 | ||||
Accounts payable | 11,510 | 40,444 | |||||
Accrued interest expense | 304 | (12 | ) | ||||
Other current liabilities | 13,662 | 20,087 | |||||
Other assets and liabilities | (3,208 | ) | 4,757 | ||||
Net cash provided by (used in) operating activities | (20,841 | ) | 45,301 | ||||
Cash flows from investing activities: | |||||||
Business acquisitions, net of cash acquired | (14,862 | ) | — | ||||
Capital expenditures | (35,693 | ) | (19,768 | ) | |||
Proceeds from sale of assets | 4,207 | 4,591 | |||||
Other | — | (37 | ) | ||||
Net cash used in investing activities | (46,348 | ) | (15,214 | ) | |||
Cash flows from financing activities: | |||||||
Distributions | (35,380 | ) | (84,500 | ) | |||
Contributions from partners | — | 167,640 | |||||
Proceeds from issuance of long-term debt | 23,580 | 36,444 | |||||
Payments on long-term debt | (1,267 | ) | (172,790 | ) | |||
Net reductions in short-term borrowings | (7,879 | ) | (35,692 | ) | |||
Net additions to collateralized short-term borrowings | 97,000 | 69,000 | |||||
Cash paid for financing costs | (395 | ) | (1,422 | ) | |||
Net cash provided by (used in) financing activities | 75,659 | (21,320 | ) | ||||
Net change in cash and cash equivalents | 8,470 | 8,767 | |||||
Cash and cash equivalents - beginning of period | 5,701 | 4,890 | |||||
Cash and cash equivalents - end of period | $ | 14,171 | $ | 13,657 | |||
See notes to condensed consolidated financial statements. |
January 31, 2018 | July 31, 2017 | |||||||
Propane gas and related products | $ | 81,644 | $ | 67,049 | ||||
Appliances, parts and supplies, and other | 28,448 | 25,503 | ||||||
Inventories | $ | 110,092 | $ | 92,552 |
January 31, 2018 | July 31, 2017 | |||||||
Notes receivable, less current portion | $ | 36,371 | $ | 32,500 | ||||
Other | 41,341 | 41,557 | ||||||
Other assets, net | $ | 77,712 | $ | 74,057 |
January 31, 2018 | July 31, 2017 | |||||||
Accrued interest | $ | 15,041 | $ | 14,737 | ||||
Customer deposits and advances | 24,676 | 25,541 | ||||||
Other | 96,874 | 81,738 | ||||||
Other current liabilities | $ | 136,591 | $ | 122,016 |
For the three months ended January 31, | For the six months ended January 31, | |||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
Operating expense | $ | 54,613 | $ | 47,157 | $ | 97,928 | $ | 88,883 | ||||||||
Depreciation and amortization expense | 1,123 | 996 | 2,235 | 2,022 | ||||||||||||
Equipment lease expense | 6,296 | 6,652 | 12,364 | 13,318 | ||||||||||||
Total shipping and handling expenses | $ | 62,032 | $ | 54,805 | $ | 112,527 | $ | 104,223 |
For the three months ended January 31, | For the six months ended January 31, | |||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
Loss on assets held for sale | $ | 35,515 | $ | — | 35,515 | — | ||||||||||
Loss on sale of assets and other | 3,734 | 45 | 4,629 | 6,468 | ||||||||||||
Loss on asset sales and disposals | $ | 39,249 | $ | 45 | $ | 40,144 | $ | 6,468 |
For the six months ended January 31, | ||||||||
2018 | 2017 | |||||||
Cash paid for: | ||||||||
Interest | $ | 63,286 | $ | 61,723 | ||||
Income taxes | $ | 1 | $ | 25 | ||||
Non-cash investing and financing activities: | ||||||||
Liabilities incurred in connection with acquisitions | $ | 1,508 | $ | — | ||||
Change in accruals for property, plant and equipment additions | $ | 47 | $ | (100 | ) |
January 31, 2018 | July 31, 2017 | |||||||
Accounts receivable pledged as collateral | $ | 235,150 | $ | 109,407 | ||||
Accounts receivable | 13,596 | 47,346 | ||||||
Note receivable - current portion | 10,000 | 10,000 | ||||||
Other | 284 | 307 | ||||||
Less: Allowance for doubtful accounts | (3,052 | ) | (1,976 | ) | ||||
Accounts and notes receivable, net | $ | 255,978 | $ | 165,084 |
For the three months ended January 31, | For the six months ended January 31, | |||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
Ferrellgas Partners | $ | 25,210 | $ | 17,662 | $ | 35,023 | $ | 83,807 | ||||||||
General partner | 257 | 180 | 357 | 693 | ||||||||||||
$ | 25,467 | $ | 17,842 | $ | 35,380 | $ | 84,500 |
C. Subsequent events
Partners and the general partner of $9.8 million and $0.1 million, respectively, which are expected to be paid on March 16, 2018.
Asset (Liability) | ||||||||||||||||
Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) | Significant Other Observable Inputs (Level 2) | Unobservable Inputs (Level 3) | Total | |||||||||||||
January 31, 2018: | ||||||||||||||||
Assets: | ||||||||||||||||
Derivative financial instruments: | ||||||||||||||||
Commodity derivatives | $ | — | $ | 25,725 | $ | — | $ | 25,725 | ||||||||
Liabilities: | ||||||||||||||||
Derivative financial instruments: | ||||||||||||||||
Interest rate swap agreements | $ | — | $ | (2,423 | ) | $ | — | $ | (2,423 | ) | ||||||
Commodity derivatives | $ | — | $ | (1,417 | ) | $ | — | $ | (1,417 | ) | ||||||
July 31, 2017: | ||||||||||||||||
Assets: | ||||||||||||||||
Derivative financial instruments: | ||||||||||||||||
Interest rate swap agreements | $ | — | $ | 583 | $ | — | $ | 583 | ||||||||
Commodity derivatives | $ | — | $ | 16,212 | $ | — | $ | 16,212 | ||||||||
Liabilities: | ||||||||||||||||
Derivative financial instruments: | ||||||||||||||||
Interest rate swap agreements | $ | — | $ | (707 | ) | $ | — | $ | (707 | ) | ||||||
Commodity derivatives | $ | — | $ | (1,258 | ) | $ | — | $ | (1,258 | ) |
January 31, 2018 | ||||||||||||
Asset Derivatives | Liability Derivatives | |||||||||||
Derivative Instrument | Location | Fair value | Location | Fair value | ||||||||
Derivatives designated as hedging instruments | ||||||||||||
Commodity derivatives-propane | Prepaid expenses and other current assets | $ | 18,188 | Other current liabilities | $ | 1,417 | ||||||
Commodity derivatives-propane | Other assets, net | 7,537 | Other liabilities | — | ||||||||
Interest rate swap agreements | Prepaid expenses and other current assets | — | Other current liabilities | 319 | ||||||||
Interest rate swap agreements | Other assets, net | — | Other liabilities | 2,104 | ||||||||
Total | $ | 25,725 | Total | $ | 3,840 | |||||||
July 31, 2017 | ||||||||||||
Asset Derivatives | Liability Derivatives | |||||||||||
Derivative Instrument | Location | Fair value | Location | Fair value | ||||||||
Derivatives designated as hedging instruments | ||||||||||||
Commodity derivatives-propane | Prepaid expenses and other current assets | $ | 11,061 | Other current liabilities | $ | 415 | ||||||
Commodity derivatives-propane | Other assets, net | 4,413 | Other liabilities | 15 | ||||||||
Interest rate swap agreements | Prepaid expenses and other current assets | 583 | Other current liabilities | 595 | ||||||||
Interest rate swap agreements | Other assets, net | — | Other liabilities | 112 | ||||||||
Derivatives not designated as hedging instruments | ||||||||||||
Commodity derivatives-crude oil | Prepaid expenses and other current assets | 738 | Other current liabilities | 828 | ||||||||
Total | $ | 16,795 | Total | $ | 1,965 |
January 31, 2018 | ||||||||||||
Assets | Liabilities | |||||||||||
Description | Location | Amount | Location | Amount | ||||||||
Margin Balances | Prepaid expenses and other current assets | $ | 3,018 | Other current liabilities | $ | 12,201 | ||||||
Other assets, net | 1,404 | Other liabilities | 5,216 | |||||||||
$ | 4,422 | $ | 17,417 |
July 31, 2017 | ||||||||||||
Assets | Liabilities | |||||||||||
Description | Location | Amount | Location | Amount | ||||||||
Margin Balances | Prepaid expenses and other current assets | $ | 1,778 | Other current liabilities | $ | 7,729 | ||||||
Other assets, net | 1,631 | Other liabilities | 3,073 | |||||||||
$ | 3,409 | $ | 10,802 |
Amount of Gain Recognized on Derivative | Amount of Interest Expense Recognized on Fixed-Rate Debt (Related Hedged Item) | |||||||||||||||||
Derivative Instrument | Location of Amounts Recognized on Derivative | For the three months ended January 31, | For the three months ended January 31, | |||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||||
Interest rate swap agreements | Interest expense | $ | 88 | $ | 328 | $ | (2,275 | ) | $ | (2,275 | ) | |||||||
Amount of Gain Recognized on Derivative | Amount of Interest Expense Recognized on Fixed-Rate Debt (Related Hedged Item) | |||||||||||||||||
Derivative Instrument | Location of Amounts Recognized on Derivative | For the six months ended January 31, | For the six months ended January 31, | |||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||||
Interest rate swap agreements | Interest expense | $ | 226 | $ | 748 | $ | (4,550 | ) | $ | (4,550 | ) |
For the three months ended January 31, 2018 | ||||||||||||||
Derivative Instrument | Amount of Gain (Loss) Recognized in AOCI | Location of Gain (Loss) Reclassified from AOCI into Income | Amount of Gain (Loss) Reclassified from AOCI into Income | |||||||||||
Effective portion | Ineffective portion | |||||||||||||
Commodity derivatives | $ | 960 | Cost of sales-propane and other gas liquids sales | $ | 9,886 | $ | — | |||||||
Interest rate swap agreements | 112 | Interest expense | (143 | ) | — | |||||||||
$ | 1,072 | $ | 9,743 | $ | — | |||||||||
For the three months ended January 31, 2017 | ||||||||||||||
Derivative Instrument | Amount of Gain (Loss) Recognized in AOCI | Location of Gain (Loss) Reclassified from AOCI into Income | Amount of Gain (Loss) Reclassified from AOCI into Income | |||||||||||
Effective portion | Ineffective portion | |||||||||||||
Commodity derivatives | $ | 14,699 | Cost of sales-propane and other gas liquids sales | $ | 73 | $ | — | |||||||
Interest rate swap agreements | 563 | Interest expense | (587 | ) | — | |||||||||
$ | 15,262 | $ | (514 | ) | $ | — | ||||||||
For the six months ended January 31, 2018 | ||||||||||||||
Derivative Instrument | Amount of Gain (Loss) Recognized in AOCI | Location of Gain (Loss) Reclassified from AOCI into Income | Amount of Gain (Loss) Reclassified from AOCI into Income | |||||||||||
Effective portion | Ineffective portion | |||||||||||||
Commodity derivatives | $ | 23,283 | Cost of sales-propane and other gas liquids sales | $ | 14,018 | $ | — | |||||||
Interest rate swap agreements | 238 | Interest expense | (326 | ) | — | |||||||||
$ | 23,521 | $ | 13,692 | $ | — | |||||||||
For the six months ended January 31, 2017 | ||||||||||||||
Derivative Instrument | Amount of Gain (Loss) Recognized in AOCI | Location of Gain (Loss) Reclassified from AOCI into Income | Amount of Gain (Loss) Reclassified from AOCI into Income | |||||||||||
Effective portion | Ineffective portion | |||||||||||||
Commodity derivatives | $ | 19,572 | Cost of sales-propane and other gas liquids sales | $ | (3,523 | ) | $ | — | ||||||
Interest rate swap agreements | 828 | Interest expense | (1,229 | ) | — | |||||||||
$ | 20,400 | $ | (4,752 | ) | $ | — |
For the three months ended January 31, 2018 | ||||||
Derivatives Not Designated as Hedging Instruments | Amount of Gain (Loss) Recognized in Income | Location of Gain (Loss) Recognized in Income | ||||
Commodity derivatives - crude oil | $ | (2,080 | ) | Cost of sales - midstream operations | ||
For the three months ended January 31, 2017 | ||||||
Derivatives Not Designated as Hedging Instruments | Amount of Gain (Loss) Recognized in Income | Location of Gain (Loss) Recognized in Income | ||||
Commodity derivatives - crude oil | $ | (1,007 | ) | Cost of sales - midstream operations | ||
Commodity derivatives - vehicle fuel | $ | 489 | Operating expense | |||
For the six months ended January 31, 2018 | ||||||
Derivatives Not Designated as Hedging Instruments | Amount of Gain (Loss) Recognized in Income | Location of Gain (Loss) Recognized in Income | ||||
Commodity derivatives - crude oil | $ | (3,470 | ) | Cost of sales - midstream operations | ||
For the six months ended January 31, 2017 | ||||||
Derivatives Not Designated as Hedging Instruments | Amount of Gain (Loss) Recognized in Income | Location of Gain (Loss) Recognized in Income | ||||
Commodity derivatives - crude oil | $ | (2,248 | ) | Cost of sales - midstream operations | ||
Commodity derivatives - vehicle fuel | $ | 1,516 | Operating expense |
For the six months ended January 31, | ||||||||
Gains and losses on derivatives included in AOCI | 2018 | 2017 | ||||||
Beginning balance | $ | 14,648 | $ | (9,815 | ) | |||
Change in value of risk management commodity derivatives | 23,283 | 19,572 | ||||||
Reclassification of (gains) and losses on commodity hedges to cost of sales - propane and other gas liquids sales, net | (14,018 | ) | 3,523 | |||||
Change in value of risk management interest rate derivatives | 238 | 828 | ||||||
Reclassification of losses on interest rate hedges to interest expense | 326 | 1,229 | ||||||
Ending balance | $ | 24,477 | $ | 15,337 |
For the three months ended January 31, | For the six months ended January 31, | |||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
Operating expense | $ | 65,291 | $ | 61,492 | $ | 122,642 | $ | 117,206 | ||||||||
General and administrative expense | $ | 8,422 | $ | 8,217 | $ | 15,930 | $ | 16,800 |
Three months ended January 31, 2018 | ||||||||||||||||
Propane operations and related equipment sales | Midstream operations | Corporate | Total | |||||||||||||
Segment revenues | $ | 637,880 | $ | 117,276 | $ | — | $ | 755,156 | ||||||||
Direct costs (1) | 507,386 | 114,929 | 12,213 | 634,528 | ||||||||||||
Adjusted EBITDA | $ | 130,494 | $ | 2,347 | $ | (12,213 | ) | $ | 120,628 | |||||||
Three months ended January 31, 2017 | ||||||||||||||||
Propane operations and related equipment sales | Midstream operations | Corporate | Total | |||||||||||||
Segment revenues | $ | 482,463 | $ | 96,787 | $ | — | $ | 579,250 | ||||||||
Direct costs (1) | 370,175 | 93,718 | 10,326 | 474,219 | ||||||||||||
Adjusted EBITDA | $ | 112,288 | $ | 3,069 | $ | (10,326 | ) | $ | 105,031 | |||||||
Six months ended January 31, 2018 | ||||||||||||||||
Propane operations and related equipment sales | Midstream operations | Corporate | Total | |||||||||||||
Segment revenues | $ | 971,775 | $ | 238,036 | $ | — | $ | 1,209,811 | ||||||||
Direct costs (1) | 810,715 | 228,830 | 23,422 | 1,062,967 | ||||||||||||
Adjusted EBITDA | $ | 161,060 | $ | 9,206 | $ | (23,422 | ) | $ | 146,844 | |||||||
Six months ended January 31, 2017 | ||||||||||||||||
Propane operations and related equipment sales | Midstream operations | Corporate | Total | |||||||||||||
Segment revenues | $ | 753,961 | $ | 204,831 | $ | — | $ | 958,792 | ||||||||
Direct costs (1) | 607,189 | 196,490 | 21,063 | 824,742 | ||||||||||||
Adjusted EBITDA | $ | 146,772 | $ | 8,341 | $ | (21,063 | ) | $ | 134,050 | |||||||
Three months ended January 31, | Six months ended January 31, | |||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
Net earnings (loss) | $ | 6,847 | $ | 42,600 | $ | (32,852 | ) | $ | 3,160 | |||||||
Income tax expense (benefit) | (167 | ) | 588 | 204 | (3 | ) | ||||||||||
Interest expense | 34,058 | 32,748 | 66,254 | 64,146 | ||||||||||||
Depreciation and amortization expense | 25,485 | 25,607 | 51,217 | 51,809 | ||||||||||||
EBITDA | 66,223 | 101,543 | 84,823 | 119,112 | ||||||||||||
Non-cash employee stock ownership plan compensation charge | 4,031 | 2,945 | 7,993 | 6,699 | ||||||||||||
Non-cash stock-based compensation charge | — | 1,417 | — | 3,298 | ||||||||||||
Asset impairments | 10,005 | — | 10,005 | — | ||||||||||||
Loss on asset sales and disposals | 39,249 | 45 | 40,144 | 6,468 | ||||||||||||
Other income, net | (684 | ) | (763 | ) | (1,195 | ) | (1,271 | ) | ||||||||
Severance costs | — | 490 | 1,663 | 1,959 | ||||||||||||
Professional fees | 2,118 | — | 2,118 | — | ||||||||||||
Unrealized (non-cash) loss (gain) on changes in fair value of derivatives not designated as hedging instruments | (314 | ) | (646 | ) | 1,293 | (2,215 | ) | |||||||||
Adjusted EBITDA | $ | 120,628 | $ | 105,031 | $ | 146,844 | $ | 134,050 |
Assets | January 31, 2018 | July 31, 2017 | ||||||
Propane operations and related equipment sales | $ | 1,361,856 | $ | 1,194,905 | ||||
Midstream operations | 309,952 | 399,356 | ||||||
Corporate | 15,242 | 15,687 | ||||||
Total consolidated assets | $ | 1,687,050 | $ | 1,609,948 |
Six months ended January 31, 2018 | ||||||||||||||||
Propane operations and related equipment sales | Midstream operations | Corporate | Total | |||||||||||||
Capital expenditures: | ||||||||||||||||
Maintenance | $ | 12,016 | $ | 182 | $ | 1,245 | $ | 13,443 | ||||||||
Growth | 18,311 | 1,013 | — | 19,324 | ||||||||||||
Total | $ | 30,327 | $ | 1,195 | $ | 1,245 | $ | 32,767 | ||||||||
Six months ended January 31, 2017 | ||||||||||||||||
Propane operations and related equipment sales | Midstream operations | Corporate | Total | |||||||||||||
Capital expenditures: | ||||||||||||||||
Maintenance | $ | 5,551 | $ | 204 | $ | 1,484 | $ | 7,239 | ||||||||
Growth | 9,857 | — | — | 9,857 | ||||||||||||
Total | $ | 15,408 | $ | 204 | $ | 1,484 | $ | 17,096 |
FERRELLGAS, L.P. AND SUBSIDIARIES | |||||||||||||||||||||||
CONDENSED CONSOLIDATING BALANCE SHEETS | |||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||
As of January 31, 2018 | |||||||||||||||||||||||
Ferrellgas, L.P. (Parent and Co-Issuer) | Ferrellgas Finance Corp. (Co-Issuer) | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Consolidated | ||||||||||||||||||
ASSETS | |||||||||||||||||||||||
Current assets: | |||||||||||||||||||||||
Cash and cash equivalents | $ | 13,954 | $ | 1 | $ | 216 | $ | — | $ | — | $ | 14,171 | |||||||||||
Accounts and notes receivable, net | (3,004 | ) | — | 23,832 | 235,150 | — | 255,978 | ||||||||||||||||
Intercompany receivables | 37,988 | — | — | — | (37,988 | ) | — | ||||||||||||||||
Inventories | 95,097 | — | 14,995 | — | — | 110,092 | |||||||||||||||||
Assets held for sale | — | — | 52,200 | — | — | 52,200 | |||||||||||||||||
Prepaid expenses and other current assets | 33,630 | — | 7,762 | 1 | — | 41,393 | |||||||||||||||||
Total current assets | 177,665 | 1 | 99,005 | 235,151 | (37,988 | ) | 473,834 | ||||||||||||||||
Property, plant and equipment, net | 547,441 | — | 98,886 | — | — | 646,327 | |||||||||||||||||
Goodwill, net | 246,098 | — | — | — | — | 246,098 | |||||||||||||||||
Intangible assets, net | 127,316 | — | 115,763 | — | — | 243,079 | |||||||||||||||||
Intercompany receivables | 450,000 | — | — | — | (450,000 | ) | — | ||||||||||||||||
Investments in consolidated subsidiaries | (80,685 | ) | — | — | — | 80,685 | — | ||||||||||||||||
Other assets, net | 39,847 | — | 37,432 | 433 | — | 77,712 | |||||||||||||||||
Total assets | $ | 1,507,682 | $ | 1 | $ | 351,086 | $ | 235,584 | $ | (407,303 | ) | $ | 1,687,050 | ||||||||||
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) | |||||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||||
Accounts payable | $ | 78,054 | $ | — | $ | 3,926 | $ | 92 | $ | — | $ | 82,072 | |||||||||||
Short-term borrowings | 261,200 | — | — | — | — | 261,200 | |||||||||||||||||
Collateralized note payable | — | — | — | 166,000 | — | 166,000 | |||||||||||||||||
Intercompany payables | — | — | 44,259 | (6,271 | ) | (37,988 | ) | — | |||||||||||||||
Other current liabilities | 132,047 | — | 4,074 | 470 | — | 136,591 | |||||||||||||||||
Total current liabilities | 471,301 | — | 52,259 | 160,291 | (37,988 | ) | 645,863 | ||||||||||||||||
Long-term debt | 1,462,936 | — | 450,037 | — | (450,000 | ) | 1,462,973 | ||||||||||||||||
Other liabilities | 30,653 | — | 4,769 | — | — | 35,422 | |||||||||||||||||
Contingencies and commitments | |||||||||||||||||||||||
Partners' capital (deficit): | |||||||||||||||||||||||
Partners' equity | (481,801 | ) | 1 | (155,979 | ) | 75,293 | 80,685 | (481,801 | ) | ||||||||||||||
Accumulated other comprehensive income | 24,593 | — | — | — | — | 24,593 | |||||||||||||||||
Total partners' capital (deficit) | (457,208 | ) | 1 | (155,979 | ) | 75,293 | 80,685 | (457,208 | ) | ||||||||||||||
Total liabilities and partners' capital (deficit) | $ | 1,507,682 | $ | 1 | $ | 351,086 | $ | 235,584 | $ | (407,303 | ) | $ | 1,687,050 | ||||||||||
FERRELLGAS, L.P. AND SUBSIDIARIES | |||||||||||||||||||||||
CONDENSED CONSOLIDATING BALANCE SHEETS | |||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||
As of July 31, 2017 | |||||||||||||||||||||||
Ferrellgas, L.P. (Parent and Co-Issuer) | Ferrellgas Finance Corp. (Co-Issuer) | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Consolidated | ||||||||||||||||||
ASSETS | |||||||||||||||||||||||
Current assets: | |||||||||||||||||||||||
Cash and cash equivalents | $ | 5,327 | $ | 1 | $ | 373 | $ | — | $ | — | $ | 5,701 | |||||||||||
Accounts and notes receivable, net | (3,132 | ) | — | 58,618 | 109,598 | — | 165,084 | ||||||||||||||||
Intercompany receivables | 39,877 | — | — | — | (39,877 | ) | — | ||||||||||||||||
Inventories | 78,963 | — | 13,589 | — | — | 92,552 | |||||||||||||||||
Prepaid expenses and other current assets | 26,106 | — | 7,314 | 6 | — | 33,426 | |||||||||||||||||
Total current assets | 147,141 | 1 | 79,894 | 109,604 | (39,877 | ) | 296,763 | ||||||||||||||||
Property, plant and equipment, net | 537,582 | — | 194,341 | — | — | 731,923 | |||||||||||||||||
Goodwill, net | 246,098 | — | 10,005 | — | — | 256,103 | |||||||||||||||||
Intangible assets, net | 128,209 | — | 122,893 | — | — | 251,102 | |||||||||||||||||
Intercompany receivables | 450,000 | — | — | — | (450,000 | ) | — | ||||||||||||||||
Investments in consolidated subsidiaries | (53,915 | ) | — | — | — | 53,915 | — | ||||||||||||||||
Other assets, net | 35,862 | — | 37,618 | 577 | — | 74,057 | |||||||||||||||||
Total assets | $ | 1,490,977 | $ | 1 | $ | 444,751 | $ | 110,181 | $ | (435,962 | ) | $ | 1,609,948 | ||||||||||
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) | |||||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||||
Accounts payable | $ | 44,026 | $ | — | $ | 41,345 | $ | 190 | $ | — | $ | 85,561 | |||||||||||
Short-term borrowings | 59,781 | — | — | — | — | 59,781 | |||||||||||||||||
Collateralized note payable | — | — | — | 69,000 | — | 69,000 | |||||||||||||||||
Intercompany payables | — | — | 41,645 | (1,768 | ) | (39,877 | ) | — | |||||||||||||||
Other current liabilities | 118,039 | — | 3,776 | 201 | — | 122,016 | |||||||||||||||||
Total current liabilities | 221,846 | — | 86,766 | 67,623 | (39,877 | ) | 336,358 | ||||||||||||||||
Long-term debt | 1,649,139 | — | 450,131 | — | (450,000 | ) | 1,649,270 | ||||||||||||||||
Other liabilities | 26,790 | — | 4,300 | 28 | — | 31,118 | |||||||||||||||||
Contingencies and commitments | |||||||||||||||||||||||
Partners' capital (deficit): | |||||||||||||||||||||||
Partners' equity | (421,562 | ) | 1 | (96,446 | ) | 42,530 | 53,915 | (421,562 | ) | ||||||||||||||
Accumulated other comprehensive income | 14,764 | — | — | — | — | 14,764 | |||||||||||||||||
Total partners' capital (deficit) | (406,798 | ) | 1 | (96,446 | ) | 42,530 | 53,915 | (406,798 | ) | ||||||||||||||
Total liabilities and partners' capital (deficit) | $ | 1,490,977 | $ | 1 | $ | 444,751 | $ | 110,181 | $ | (435,962 | ) | $ | 1,609,948 | ||||||||||
FERRELLGAS, L.P. AND SUBSIDIARIES | |||||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS | |||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||
For the three months ended January 31, 2018 | |||||||||||||||||||||||
Ferrellgas, L.P. (Parent and Co-Issuer) | Ferrellgas Finance Corp. (Co-Issuer) | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Consolidated | ||||||||||||||||||
Revenues: | |||||||||||||||||||||||
Propane and other gas liquids sales | $ | 592,275 | $ | — | $ | (36 | ) | $ | — | $ | — | $ | 592,239 | ||||||||||
Midstream operations | — | — | 117,276 | — | — | 117,276 | |||||||||||||||||
Other | 22,707 | — | 22,934 | — | — | 45,641 | |||||||||||||||||
Total revenues | 614,982 | — | 140,174 | — | — | 755,156 | |||||||||||||||||
Costs and expenses: | |||||||||||||||||||||||
Cost of sales - propane and other gas liquids sales | 362,927 | — | (9 | ) | — | — | 362,918 | ||||||||||||||||
Cost of sales - midstream operations | — | — | 107,067 | — | — | 107,067 | |||||||||||||||||
Cost of sales - other | 2,853 | — | 17,934 | — | — | 20,787 | |||||||||||||||||
Operating expense | 114,096 | — | 9,795 | 1,833 | (2,008 | ) | 123,716 | ||||||||||||||||
Depreciation and amortization expense | 18,521 | — | 6,893 | 71 | — | 25,485 | |||||||||||||||||
General and administrative expense | 13,833 | 3 | 1,054 | — | — | 14,890 | |||||||||||||||||
Equipment lease expense | 6,862 | — | 92 | — | — | 6,954 | |||||||||||||||||
Non-cash employee stock ownership plan compensation charge | 4,031 | — | — | — | — | 4,031 | |||||||||||||||||
Asset impairments | — | — | 10,005 | — | — | 10,005 | |||||||||||||||||
Loss on asset sales and disposals | 555 | — | 38,694 | — | — | 39,249 | |||||||||||||||||
Operating income (loss) | 91,304 | (3 | ) | (51,351 | ) | (1,904 | ) | 2,008 | 40,054 | ||||||||||||||
Interest expense | (21,212 | ) | — | (11,739 | ) | (1,107 | ) | — | (34,058 | ) | |||||||||||||
Other income (expense), net | 408 | — | 276 | 2,008 | (2,008 | ) | 684 | ||||||||||||||||
Earnings (loss) before income taxes | 70,500 | (3 | ) | (62,814 | ) | (1,003 | ) | — | 6,680 | ||||||||||||||
Income tax expense (benefit) | 82 | — | (249 | ) | — | — | (167 | ) | |||||||||||||||
Equity in earnings (loss) of subsidiary | (63,571 | ) | — | — | — | 63,571 | — | ||||||||||||||||
Net earnings (loss) | 6,847 | (3 | ) | (62,565 | ) | (1,003 | ) | 63,571 | 6,847 | ||||||||||||||
Other comprehensive loss | (8,671 | ) | — | — | — | — | (8,671 | ) | |||||||||||||||
Comprehensive income (loss) | $ | (1,824 | ) | $ | (3 | ) | $ | (62,565 | ) | $ | (1,003 | ) | $ | 63,571 | $ | (1,824 | ) | ||||||
FERRELLGAS, L.P. AND SUBSIDIARIES | |||||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS | |||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||
For the three months ended January 31, 2017 | |||||||||||||||||||||||
Ferrellgas, L.P. (Parent and Co-Issuer) | Ferrellgas Finance Corp. (Co-Issuer) | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Consolidated | ||||||||||||||||||
Revenues: | |||||||||||||||||||||||
Propane and other gas liquids sales | $ | 437,375 | $ | — | $ | — | $ | — | $ | — | $ | 437,375 | |||||||||||
Midstream operations | — | — | 96,787 | — | — | 96,787 | |||||||||||||||||
Other | 21,609 | — | 23,479 | — | — | 45,088 | |||||||||||||||||
Total revenues | 458,984 | — | 120,266 | — | — | 579,250 | |||||||||||||||||
Costs and expenses: | |||||||||||||||||||||||
Cost of sales - propane and other gas liquids sales | 235,029 | — | — | — | — | 235,029 | |||||||||||||||||
Cost of sales - midstream operations | — | — | 87,024 | — | — | 87,024 | |||||||||||||||||
Cost of sales - other | 2,571 | — | 18,086 | — | — | 20,657 | |||||||||||||||||
Operating expense | 103,986 | — | 9,642 | 539 | (1,091 | ) | 113,076 | ||||||||||||||||
Depreciation and amortization expense | 18,014 | — | 7,527 | 66 | — | 25,607 | |||||||||||||||||
General and administrative expense | 11,093 | 3 | 1,182 | — | — | 12,278 | |||||||||||||||||
Equipment lease expense | 7,267 | — | 149 | — | — | 7,416 | |||||||||||||||||
Non-cash employee stock ownership plan compensation charge | 2,945 | — | — | — | — | 2,945 | |||||||||||||||||
Loss on asset sales and disposals | 73 | — | (28 | ) | — | — | 45 | ||||||||||||||||
Operating income (loss) | 78,006 | (3 | ) | (3,316 | ) | (605 | ) | 1,091 | 75,173 | ||||||||||||||
Interest expense | (21,089 | ) | — | (11,002 | ) | (657 | ) | — | (32,748 | ) | |||||||||||||
Other income (expense), net | 304 | — | 459 | 1,091 | (1,091 | ) | 763 | ||||||||||||||||
Earnings (loss) before income taxes | 57,221 | (3 | ) | (13,859 | ) | (171 | ) | — | 43,188 | ||||||||||||||
Income tax expense | 103 | — | 485 | — | — | 588 | |||||||||||||||||
Equity in earnings (loss) of subsidiary | (14,518 | ) | — | — | — | 14,518 | — | ||||||||||||||||
Net earnings (loss) | 42,600 | (3 | ) | (14,344 | ) | (171 | ) | 14,518 | 42,600 | ||||||||||||||
Other comprehensive income | 15,776 | — | — | — | — | 15,776 | |||||||||||||||||
Comprehensive income (loss) | $ | 58,376 | $ | (3 | ) | $ | (14,344 | ) | $ | (171 | ) | $ | 14,518 | $ | 58,376 | ||||||||
FERRELLGAS, L.P. AND SUBSIDIARIES | |||||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS | |||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||
For the six months ended January 31, 2018 | |||||||||||||||||||||||
Ferrellgas, L.P. (Parent and Co-Issuer) | Ferrellgas Finance Corp. (Co-Issuer) | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Consolidated | ||||||||||||||||||
Revenues: | |||||||||||||||||||||||
Propane and other gas liquids sales | $ | 894,392 | $ | — | $ | 605 | $ | — | $ | — | $ | 894,997 | |||||||||||
Midstream operations | — | — | 238,036 | — | — | 238,036 | |||||||||||||||||
Other | 39,384 | — | 37,394 | — | — | 76,778 | |||||||||||||||||
Total revenues | 933,776 | — | 276,035 | — | — | 1,209,811 | |||||||||||||||||
Costs and expenses: | |||||||||||||||||||||||
Cost of sales - propane and other gas liquids sales | 541,746 | — | 687 | — | — | 542,433 | |||||||||||||||||
Cost of sales - midstream operations | — | — | 215,192 | — | — | 215,192 | |||||||||||||||||
Cost of sales - other | 5,562 | — | 28,927 | — | — | 34,489 | |||||||||||||||||
Operating expense | 215,328 | — | 19,058 | 3,015 | (3,223 | ) | 234,178 | ||||||||||||||||
Depreciation and amortization expense | 36,868 | — | 14,206 | 143 | — | 51,217 | |||||||||||||||||
General and administrative expense | 24,588 | 5 | 3,461 | — | — | 28,054 | |||||||||||||||||
Equipment lease expense | 13,510 | — | 185 | — | — | 13,695 | |||||||||||||||||
Non-cash employee stock ownership plan compensation charge | 7,993 | — | — | — | — | 7,993 | |||||||||||||||||
Asset impairments | — | — | 10,005 | — | — | 10,005 | |||||||||||||||||
Loss on asset sales and disposals | 1,463 | — | 38,681 | — | — | 40,144 | |||||||||||||||||
Operating income (loss) | 86,718 | (5 | ) | (54,367 | ) | (3,158 | ) | 3,223 | 32,411 | ||||||||||||||
Interest expense | (41,606 | ) | — | (22,924 | ) | (1,724 | ) | — | (66,254 | ) | |||||||||||||
Other income (expense), net | 623 | — | 572 | 3,223 | (3,223 | ) | 1,195 | ||||||||||||||||
Earnings (loss) before income taxes | 45,735 | (5 | ) | (76,719 | ) | (1,659 | ) | — | (32,648 | ) | |||||||||||||
Income tax expense | 72 | — | 132 | — | — | 204 | |||||||||||||||||
Equity in earnings (loss) of subsidiary | (78,515 | ) | — | — | — | 78,515 | — | ||||||||||||||||
Net earnings (loss) | (32,852 | ) | (5 | ) | (76,851 | ) | (1,659 | ) | 78,515 | (32,852 | ) | ||||||||||||
Other comprehensive income | 9,829 | — | — | — | — | 9,829 | |||||||||||||||||
Comprehensive income (loss) | $ | (23,023 | ) | $ | (5 | ) | $ | (76,851 | ) | $ | (1,659 | ) | $ | 78,515 | $ | (23,023 | ) | ||||||
FERRELLGAS, L.P. AND SUBSIDIARIES | |||||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS | |||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||
For the six months ended January 31, 2017 | |||||||||||||||||||||||
Ferrellgas, L.P. (Parent and Co-Issuer) | Ferrellgas Finance Corp. (Co-Issuer) | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Consolidated | ||||||||||||||||||
Revenues: | |||||||||||||||||||||||
Propane and other gas liquids sales | $ | 679,774 | $ | — | $ | — | $ | — | $ | — | $ | 679,774 | |||||||||||
Midstream operations | — | — | 204,831 | — | — | 204,831 | |||||||||||||||||
Other | 38,935 | — | 35,252 | — | — | 74,187 | |||||||||||||||||
Total revenues | 718,709 | — | 240,083 | — | — | 958,792 | |||||||||||||||||
Costs and expenses: | |||||||||||||||||||||||
Cost of sales - propane and other gas liquids sales | 354,241 | — | — | — | — | 354,241 | |||||||||||||||||
Cost of sales - midstream operations | — | — | 181,666 | — | — | 181,666 | |||||||||||||||||
Cost of sales - other | 5,001 | — | 27,402 | — | — | 32,403 | |||||||||||||||||
Operating expense | 201,641 | — | 19,888 | (1,566 | ) | (1,801 | ) | 218,162 | |||||||||||||||
Depreciation and amortization expense | 36,291 | — | 15,399 | 119 | — | 51,809 | |||||||||||||||||
General and administrative expense | 23,956 | 5 | 2,586 | — | — | 26,547 | |||||||||||||||||
Equipment lease expense | 14,477 | — | 288 | — | — | 14,765 | |||||||||||||||||
Non-cash employee stock ownership plan compensation charge | 6,699 | — | — | — | — | 6,699 | |||||||||||||||||
Loss on asset sales and disposals | 1,520 | — | 4,948 | — | — | 6,468 | |||||||||||||||||
Operating income (loss) | 74,883 | (5 | ) | (12,094 | ) | 1,447 | 1,801 | 66,032 | |||||||||||||||
Interest expense | (41,441 | ) | — | (21,675 | ) | (1,027 | ) | (3 | ) | (64,146 | ) | ||||||||||||
Other income (expense), net | 257 | — | 1,014 | 1,798 | (1,798 | ) | 1,271 | ||||||||||||||||
Earnings (loss) before income taxes | 33,699 | (5 | ) | (32,755 | ) | 2,218 | — | 3,157 | |||||||||||||||
Income tax expense (benefit) | 74 | — | (77 | ) | — | — | (3 | ) | |||||||||||||||
Equity in earnings (loss) of subsidiary | (30,465 | ) | — | — | — | 30,465 | — | ||||||||||||||||
Net earnings (loss) | 3,160 | (5 | ) | (32,678 | ) | 2,218 | 30,465 | 3,160 | |||||||||||||||
Other comprehensive income | 25,152 | — | — | — | — | 25,152 | |||||||||||||||||
Comprehensive income (loss) | $ | 28,312 | $ | (5 | ) | $ | (32,678 | ) | $ | 2,218 | $ | 30,465 | $ | 28,312 | |||||||||
FERRELLGAS, L.P. AND SUBSIDIARIES | |||||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS | |||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||
For the six months ended January 31, 2018 | |||||||||||||||||||||||
Ferrellgas, L.P. (Parent and Co-Issuer) | Ferrellgas Finance Corp. (Co-Issuer) | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Consolidated | ||||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||||
Net cash provided by (used in) operating activities | $ | (57,734 | ) | $ | (5 | ) | $ | 13,335 | $ | 120,563 | $ | (97,000 | ) | $ | (20,841 | ) | |||||||
Cash flows from investing activities: | |||||||||||||||||||||||
Business acquisitions, net of cash acquired | (14,862 | ) | — | — | — | — | (14,862 | ) | |||||||||||||||
Capital expenditures | (34,391 | ) | — | (1,302 | ) | — | — | (35,693 | ) | ||||||||||||||
Proceeds from sale of assets | 4,207 | — | — | — | — | 4,207 | |||||||||||||||||
Cash collected for purchase of interest in accounts receivable | — | — | — | 574,783 | (574,783 | ) | — | ||||||||||||||||
Cash remitted to Ferrellgas, L.P for accounts receivable | — | — | — | (671,783 | ) | 671,783 | — | ||||||||||||||||
Net changes in advances with consolidated entities | 132,748 | — | — | — | (132,748 | ) | — | ||||||||||||||||
Net cash provided by (used in) investing activities | 87,702 | — | (1,302 | ) | (97,000 | ) | (35,748 | ) | (46,348 | ) | |||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||||
Distributions | (35,380 | ) | — | — | — | — | (35,380 | ) | |||||||||||||||
Proceeds from increase in long-term debt | 23,580 | — | — | — | — | 23,580 | |||||||||||||||||
Payments on long-term debt | (1,267 | ) | — | — | — | — | (1,267 | ) | |||||||||||||||
Net reductions in short-term borrowings | (7,879 | ) | — | — | — | — | (7,879 | ) | |||||||||||||||
Net additions to collateralized short-term borrowings | — | — | — | 97,000 | — | 97,000 | |||||||||||||||||
Net changes in advances with parent | — | 5 | (12,190 | ) | (120,563 | ) | 132,748 | — | |||||||||||||||
Cash paid for financing costs | (395 | ) | ��� | — | — | — | (395 | ) | |||||||||||||||
Net cash provided by (used in) financing activities | (21,341 | ) | 5 | (12,190 | ) | (23,563 | ) | 132,748 | 75,659 | ||||||||||||||
Increase (decrease) in cash and cash equivalents | 8,627 | — | (157 | ) | — | — | 8,470 | ||||||||||||||||
Cash and cash equivalents - beginning of year | 5,327 | 1 | 373 | — | — | 5,701 | |||||||||||||||||
Cash and cash equivalents - end of year | $ | 13,954 | $ | 1 | $ | 216 | $ | — | $ | — | $ | 14,171 | |||||||||||
FERRELLGAS, L.P. AND SUBSIDIARIES | |||||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS | |||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||
For the six months ended January 31, 2017 | |||||||||||||||||||||||
Ferrellgas, L.P. (Parent and Co-Issuer) | Ferrellgas Finance Corp. (Co-Issuer) | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Consolidated | ||||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||||
Net cash provided by (used in) operating activities | $ | 85,916 | $ | (5 | ) | $ | (47,221 | ) | $ | 75,611 | $ | (69,000 | ) | $ | 45,301 | ||||||||
Cash flows from investing activities: | |||||||||||||||||||||||
Capital expenditures | (19,686 | ) | — | (82 | ) | — | — | (19,768 | ) | ||||||||||||||
Proceeds from sale of assets | 4,591 | — | — | — | — | 4,591 | |||||||||||||||||
Cash collected for purchase of interest in accounts receivable | — | — | — | 469,600 | (469,600 | ) | — | ||||||||||||||||
Cash remitted to Ferrellgas, L.P for accounts receivable | — | — | — | (538,600 | ) | 538,600 | — | ||||||||||||||||
Net changes in advances with consolidated entities | 28,408 | — | — | — | (28,408 | ) | — | ||||||||||||||||
Other | (37 | ) | — | — | — | — | (37 | ) | |||||||||||||||
Net cash provided by (used in) investing activities | 13,276 | — | (82 | ) | (69,000 | ) | 40,592 | (15,214 | ) | ||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||||
Distributions | (84,500 | ) | — | — | — | — | (84,500 | ) | |||||||||||||||
Contributions from Partners | 167,640 | — | — | — | — | 167,640 | |||||||||||||||||
Proceeds from increase in long-term debt | 36,444 | — | — | — | — | 36,444 | |||||||||||||||||
Payments on long-term debt | (172,790 | ) | — | — | — | — | (172,790 | ) | |||||||||||||||
Net reductions in short-term borrowings | (35,692 | ) | — | — | — | — | (35,692 | ) | |||||||||||||||
Net additions to collateralized short-term borrowings | — | — | — | 69,000 | — | 69,000 | |||||||||||||||||
Net changes in advances with parent | — | 5 | 47,198 | (75,611 | ) | 28,408 | — | ||||||||||||||||
Cash paid for financing costs | (1,422 | ) | — | — | — | — | (1,422 | ) | |||||||||||||||
Net cash provided by (used in) financing activities | (90,320 | ) | 5 | 47,198 | (6,611 | ) | 28,408 | (21,320 | ) | ||||||||||||||
Increase (decrease) in cash and cash equivalents | 8,872 | — | (105 | ) | — | — | 8,767 | ||||||||||||||||
Cash and cash equivalents - beginning of year | 4,472 | 1 | 417 | — | — | 4,890 | |||||||||||||||||
Cash and cash equivalents - end of year | $ | 13,344 | $ | 1 | $ | 312 | $ | — | $ | — | $ | 13,657 | |||||||||||
36
FERRELLGAS FINANCE CORP. | |||||||
(a wholly-owned subsidiary of Ferrellgas, L.P.) | |||||||
CONDENSED BALANCE SHEETS | |||||||
(unaudited) | |||||||
January 31, 2018 | July 31, 2017 | ||||||
ASSETS | |||||||
Cash | $ | 1,100 | $ | 1,100 | |||
Other current assets | — | 1,500 | |||||
Total assets | $ | 1,100 | $ | 2,600 | |||
Contingencies and commitments (Note B) | |||||||
STOCKHOLDER'S EQUITY | |||||||
Common stock, $1.00 par value; 2,000 shares authorized; 1,000 shares issued and outstanding | $ | 1,000 | $ | 1,000 | |||
Additional paid in capital | 71,052 | 67,336 | |||||
Accumulated deficit | (70,952 | ) | (65,736 | ) | |||
Total stockholder's equity | $ | 1,100 | $ | 2,600 | |||
See notes to condensed financial statements. |
FERRELLGAS FINANCE CORP. | ||||||||||||||||
(a wholly-owned subsidiary of Ferrellgas, L.P.) | ||||||||||||||||
CONDENSED STATEMENTS OF OPERATIONS | ||||||||||||||||
(unaudited) | ||||||||||||||||
For the three months ended January 31, | For the six months ended January 31, | |||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
General and administrative expense | $ | 3,666 | $ | 3,400 | $ | 5,216 | $ | 4,950 | ||||||||
Net loss | $ | (3,666 | ) | $ | (3,400 | ) | $ | (5,216 | ) | $ | (4,950 | ) | ||||
See notes to condensed financial statements. |
FERRELLGAS FINANCE CORP. | |||||||
(a wholly-owned subsidiary of Ferrellgas, L.P.) | |||||||
CONDENSED STATEMENTS OF CASH FLOWS | |||||||
(unaudited) | |||||||
For the six months ended January 31, | |||||||
2018 | 2017 | ||||||
Cash flows from operating activities: | |||||||
Net loss | $ | (5,216 | ) | $ | (4,950 | ) | |
Changes in operating assets and liabilities: | |||||||
Other current assets | 1,500 | 1,500 | |||||
Cash used in operating activities | (3,716 | ) | (3,450 | ) | |||
Cash flows from financing activities: | |||||||
Capital contribution | 3,716 | 3,450 | |||||
Cash provided by financing activities | 3,716 | 3,450 | |||||
Net change in cash | — | — | |||||
Cash - beginning of period | 1,100 | 1,100 | |||||
Cash - end of period | $ | 1,100 | $ | 1,100 | |||
See notes to condensed financial statements. |
(a wholly-owned subsidiary of Ferrellgas, L.P.)
CONDENSED BALANCE SHEETS
(unaudited)
| | | | | | |
| | October 31, 2023 | | July 31, 2023 | ||
ASSETS |
| |
|
| |
|
Cash | | $ | — | | $ | — |
Total assets | | $ | — | | $ | — |
| | | | | | |
LIABILITIES AND EQUITY | | | | | | |
Current liabilities: | | | | | | |
Other current liabilities | | $ | — | | $ | — |
Total current liabilities | | $ | — | | $ | — |
| | | | | | |
Contingencies and commitments (Note B) | | | | | | |
| | | | | | |
Equity: | |
|
| |
|
|
Common stock, $1.00 par value; 2,000 shares authorized; 1,000 shares issued and outstanding | | $ | 1,000 | | $ | 1,000 |
Additional paid in capital | |
| 104,617 | |
| 104,564 |
Accumulated deficit | |
| (105,617) | |
| (105,564) |
Total stockholder’s equity | | $ | — | | $ | — |
Total liabilities and equity | | $ | — | | $ | — |
| | | | | | |
See notes to condensed financial statements.
37
FERRELLGAS FINANCE CORP.
(a wholly-owned subsidiary of Ferrellgas, L.P.)
CONDENSED STATEMENTS OF OPERATIONS
(unaudited)
| | | | | | |
| | For the three months ended October 31, | ||||
|
| 2023 |
| 2022 | ||
General and administrative expense | | $ | 53 | | $ | — |
| | | | | | |
Net loss | | $ | (53) | | $ | — |
See notes to condensed financial statements.
38
FERRELLGAS FINANCE CORP.
(a wholly-owned subsidiary of Ferrellgas, L.P.)
CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)
| | | | | | |
| | For the three months ended October 31, | ||||
|
| 2023 |
| 2022 | ||
Cash flows from operating activities: | | | | | | |
Net loss | | $ | (53) | | $ | — |
Changes in operating assets and liabilities: | | | | | | |
Cash used in operating activities | |
| (53) | |
| — |
| | | | | | |
Cash flows from financing activities: | | | | | | |
Capital contribution | |
| 53 | |
| — |
Cash provided by financing activities | |
| 53 | |
| — |
| | | | | | |
Net change in cash | |
| — | |
| — |
Cash - beginning of period | |
| — | |
| — |
Cash - end of period | | $ | — | | $ | — |
See notes to condensed financial statements.
39
FERRELLGAS FINANCE CORP.
(a wholly-owned subsidiary of Ferrellgas, L.P.)
(unaudited)
NOTES TO CONDENSED FINANCIAL STATEMENTS
A.
FormationFerrellgas Finance Corp. (the “Finance(“Finance Corp.”), a Delaware corporation, was formed on
The condensed financial statements reflect all adjustments that are,operating partnership contributed $1,000 to Finance Corp. on January 24, 2003 in the opinionexchange for 1,000 shares of management, necessary for a fair presentation of the interim periods presented. All adjustments to the condensed financial statements were of a normal recurring nature.
Finance Corp. has nominal assets, does not conduct any operations and has no employees.
B.
Contingencies and commitmentsFinance Corp. serves as co-issuer and co-obligor for debt securities of the operating partnership. Accordingly,As of October 31, 2023 and due to the reduced disclosure format, a discussion of the results of operations, liquidity and capital resources of Ferrellgas PartnersJuly 31, 2023, Finance Corp. was liable as co-issuer and Ferrellgas co-obligor for the operating partnership’s (i) $650 million aggregate principal amount of unsecured senior notes due 2026 and (ii) $825 million aggregate principal amount of unsecured senior notes due 2029, each of which were issued on March 30, 2021.
C. Subsequent events
Finance Corp. is not presented.has evaluated events and transactions occurring after the balance sheet date through the date Finance Corp.’s condensed financial statements were issued and concluded that there were no events or transactions occurring during this period that required recognition or disclosure in its condensed financial statements.
40
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
References and Defined Terms
In this Item 2 of thethis Quarterly Report on Form 10-Q, unless the context indicates otherwise:
● | “us,” “we,” “our,” “ours,” “consolidated,” the “Company” or “Ferrellgas” are references to Ferrellgas Partners, L.P. together with its consolidated subsidiaries, including Ferrellgas, L.P., Ferrellgas Partners Finance Corp. and Ferrellgas Finance Corp., except when used in connection with “Class A Units” or “Class B Units,” in which case these terms refer to Ferrellgas Partners, L.P. without its consolidated subsidiaries; |
● | “Ferrellgas Partners” refers to Ferrellgas Partners, L.P. itself, with its consolidated subsidiaries; |
● | the “operating partnership” refers to Ferrellgas, L.P., together (except where the context indicates otherwise) with its consolidated subsidiaries, including Ferrellgas Finance Corp.; |
● | our “general partner” refers to Ferrellgas, Inc.; |
● | “Ferrell Companies” refers to Ferrell Companies, Inc., the sole shareholder of our general partner; |
● | “Board of Directors” or “Board” refers to the board of directors of our general partner; |
● | “GAAP” refers to accounting principles generally accepted in the United States; |
● | “retail sales” refers to Propane and other gas liquid sales: Retail - Sales to End Users, or the volume of propane sold primarily to our residential, industrial/commercial and agricultural customers; |
● | “wholesale sales” refers to Propane and other gas liquid sales: Wholesale - Sales to Resellers, or the volume of propane sold primarily to our portable tank exchange customers and bulk propane sold to wholesale customers; |
● | “other gas sales” refers to Propane and other gas liquid sales: Other Gas Sales, or the volume of bulk propane sold to other third-party propane distributors or marketers and the volume of refined fuel sold; |
● | “propane sales volume” refers to the volume of propane sold to our retail sales and wholesale sales customers; |
● | “Class A Units” refers to the Class A Units of Ferrellgas Partners, one of which was issued for every twenty of Ferrellgas Partners’ then-outstanding common units in a 1-for-20 reverse unit split effected on March 30, 2021; |
● | “Class B Units” refers to the Class B Units of Ferrellgas Partners; |
● | “Preferred Units” refers to the Senior Preferred Units of the operating partnership; |
● | “Unitholders” or “unitholders” refers to holders of Class A Units, holders of Class B Units or holders of Preferred Units, as indicated or as the context requires for each such reference; and |
● | references to any fiscal year are to the fiscal year ended or ending on July 31 of the applicable year. |
Also, the following terms are references exclusively to Ferrellgas Partners, L.P. together with its consolidated subsidiaries, including Ferrellgas Partners Finance Corp., Ferrellgas, L.P. and Ferrellgas Finance Corp., except when useddefined in connection with “common units,” in which case these terms refer to Ferrellgas Partners, L.P. without its consolidated subsidiaries;
● | Amended Ferrellgas Partners LPA |
● | Amended OpCo LPA |
● | Credit Agreement |
● | Credit Facility |
● | Ferrellgas Partners Notes |
● | OpCo LPA Amendment |
Cautionary Note Regarding Forward-looking Statements
Statements included in this report include forward-looking statements. These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. 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. These statements often discuss plans, strategies, events or developments that we expect or anticipate will or may occur in the future and are based upon the beliefs and assumptions of our management and on the information currently available to them. In particular, statements, express or implied, concerning our future operating results or financial position or our ability to generate sales, income or cash flow are forward-looking statements.
41
Forward-looking statements are not guarantees of performance. You should not put undue reliance on any forward-looking statements. All forward-looking statements are subject to risks, uncertainties and assumptions that could cause our actual results to differ materially from those expressed in or implied by these forward-looking statements. Many of the factors that will affect our future results are beyond our ability to control or predict. Some of the risk factors that may affect our business, financial condition or results of operations include:
● | 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; |
● | increased trucking and rail regulations; |
● | inherent operating and litigation risks in gathering, transporting, handling and storing propane; |
● | our inability to complete acquisitions or to successfully integrate acquired operations; |
● | 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; |
● | the impact of changes in tax law that could adversely affect the tax treatment of Ferrellgas Partners for federal income tax purposes; |
● | 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. |
When considering any forward-looking statement, you should also keep in mind the risk factors set forth in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for fiscal 20172023 and under Part II, Item 1A "Risk Factors" of this Quarterly Report on Form 10-Q.in any more recent filings with the SEC. Any of these risks could impair our business, financial condition or results of operations. Any such impairment may affect our ability to make distributions to our unitholders or pay interest on the principal of any of our debt securities. In addition, the trading price of our securities could decline as a result of any such impairment.
Except for our ongoing obligations to disclose material information as required by federal securities laws, we undertake no obligation to update any forward-looking statements or risk factors after the date of this Quarterly Report on Form 10-Q.
Overview
Our management’s discussion and analysis of financial condition and results of operations relates to Ferrellgas Partners and the operating partnership.
42
Ferrellgas Partners is a subsidiaryholding entity that conducts no operations and has two direct subsidiaries, the operating partnership and Ferrellgas Partners Finance Corp. Our activities are primarily conducted through the operating partnership. Ferrellgas Partners and the Preferred Unitholders are the only limited partners of the operating partnership. Ferrellgas, L.P. WithInc. is the sale, we exited Bridger Energy's oil purchase and sale activity, and as a result will be able to realize a near-term reduction of approximately $80 million in letters of credit issued on our senior secured credit facility to support Bridger Energy.
Our general partner believes that the most restrictiveperforms all management functions for us. The parent company of these covenants are theour general partner, Ferrell Companies, currently beneficially owns approximately 23.4% of our outstanding Class A units. Ferrell Companies is owned 100% by an employee stock ownership trust.
The operating partnership was formed on April 22, 1994, and accounts for substantially all of our consolidated fixed charge coverage ratio,assets, sales and operating earnings.
Ferrellgas Partners Finance Corp. and Ferrellgas Finance Corp. have nominal assets, do not conduct any operations and have no employees other than officers. Ferrellgas Partners Finance Corp. has served as defined in the indenture governing the outstanding notesco-issuer and co-obligor for debt securities of Ferrellgas Partners, and the consolidated leverage ratio and consolidated interest coverage ratio, as defined in our secured credit facility and our accounts receivable securitization facility.
The Class A Units of Ferrellgas Partners are traded on the OTC Pink Market under the symbol “FGPR”.
We file annual, quarterly, and current reports and other information with the Securities and Exchange Commission (the “SEC”). You may read and download our SEC filings over the Internet from several commercial document retrieval services as detailedwell as at the SEC’s website at www.sec.gov. Our SEC filings are also available on our website at www.ferrellgas.com at no cost as soon as reasonably practicable after our electronic filing or furnishing thereof with the SEC. Please note that any Internet addresses provided in this Quarterly Report on Form 10-Q are for informational purposes only and are not intended to be hyperlinks. Accordingly, no information found and/or provided at such Internet addresses is intended or deemed to be incorporated by reference herein.
The following is a discussion of our historical financial condition and results of operations and should be read in conjunction with our audited historical consolidated financial statements and accompanying notes thereto included in our secured credit facilityAnnual Report on Form 10-K for fiscal 2023 and in our accounts receivable securitization facility.
The current maximum consolidated leverage covenant ratios are as follows:
How We Evaluate Our Operations
We evaluate our overall business performance based primarily on Adjusted EBITDA.a metric we refer to as “Adjusted EBITDA,” which is not defined by GAAP and should not be considered an alternative to earnings measures defined by GAAP. We do not utilize depreciation, depletion and amortization expense in our key measures because we focus our performance management on cash flow generation and our revenue generating assets have long useful lives. For the definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net loss attributable to Ferrellgas Partners, L.P., the most directly comparable GAAP measure, see the subheading “Non-GAAP Financial Measures” below.
43
Propane operations and related equipment sales
Based on our propane sales volumes in fiscal 2017,2023, we believe that we are the second largest retail marketer of propane in the United States and a leading national provider of propane by portable tank exchange. We serve residential, industrial/commercial, portable tank exchange, agricultural, wholesale and other customers in all 50 states, the District of Columbia and Puerto Rico. Our operations primarily include the retail distribution and sale of propane and related equipment and supplies with concentrations in the Midwest, Southeast, Southwest and Northwest regions of the United States.
We use information on temperatures to understand how our results of operations are affected by temperatures that are warmer or colder than normal. Normal temperatures computed by us are the average of the last 3010 years of information published by the
Weather conditions have a significant impact on demand for propane for heating purposes primarily during the months of November through March (the “winter heating season”). Accordingly, the volume of propane used by our customers for this purpose is directly affected by the severity of the winter weather in the regions we serve and can vary substantially from year to year. In any given region, sustained warmer-than-normal temperatures will tend to result in reduced propane usage, while sustained colder-than-normal temperatures will tend to result in greater usage. Although there is a strong correlation between weather and customer usage, general economic conditions in the United States and the wholesale price of propane can have a significant impact on this correlation. Additionally, there is a natural time lag between the onset of cold weather and increased sales to customers. If the United States were to experience a cooling trend, we could expect nationwide demand for propane to increase which could lead to greater sales, income and liquidity availability.cash flow. Conversely, if the United States were to experience a continued warming trend, we could expect nationwide demand for propane for heating purposes to decrease which could lead to a reduction in our sales, income and liquidity availabilitycash flow as well as impact our ability to maintain compliance with our debt covenants.
We employ risk management activities that attempt to mitigate price risks related to the purchase, storage, transport and sale of propane generally in the contract and spot markets from major domestic energy companies. We attempt to mitigate these price risks through the use of financial derivative instruments and forward propane purchase and sales contracts. We enter into propane sales commitments with a portion of our customers that provide for a contracted price agreement for a specified period of time. These commitments can expose us to product price risk if not immediately hedged with an offsetting propane purchase commitment.
Our open financial derivative propane purchase commitments are designated as hedges primarily for fiscal 20182024 and 20192025 sales commitments and, as of JanuaryOctober 31, 2018,2023, we have experienced net mark-to-market gainslosses of approximately $24.3$9.2 million. Because these financial derivative purchase commitments qualify for hedge accounting treatment, the resulting asset, liability and related mark-to-market gains or losses are recorded on the condensed consolidated balance sheets as “Prepaid expenses and other current assets,” "Other“Other assets, net,"” “Other current liabilities,” "Other liabilities"“Other liabilities” and “Accumulated other comprehensive (loss) income,” respectively, until settled. Upon settlement, realized gains or losses on these contracts will be reclassified to “Cost of sales-propane and other gas liquid sales” in the condensed consolidated statements of operations as the underlying inventory is sold. These financial derivative purchase commitment net gainslosses are expected to be offset by decreasedincreased margins on propane sales commitments that qualify for the normal purchase normal sale exception. At JanuaryOctober 31, 2018,2023, we estimate 72%97% of currently open financial derivative purchase commitments, the related propane sales commitments and the resulting gross margin will be realized into earnings during the next twelve months.
Summary Discussion of Results of Operations:
Executive Overview
For the three months ended JanuaryOctober 31, 20182023 and 2017
During the three months ended JanuaryOctober 31, 2018,2023 and 2022, we generatedrecognized net loss attributable to Ferrellgas Partners, L.P. of $1.8$17.5 million compared to net earnings attributable to Ferrellgas Partners L.P. of $38.1and $4.5 million, during the three months ended January 31, 2017.
44
Distributable cash flow attributable to equity investors increaseddecreased to $79.2$8.0 million infor the current period from $68.9three months ended October 31, 2023 compared to $22.0 million infor the prior year period, primarily due to a $15.6$16.8 million increasedecrease in our Adjusted EBITDA which was partially offset by a $5.0decreases of $1.9 million increaseand $1.3 million in net cash interest expense.
For the three months ended October 31, 2023 we had a distributable cash flow shortage of $8.4 million compared to a distributable cash flow excess increased to $67.9of $3.6 million infor the current period from $57.8three months ended October 31, 2022. This $12.0 million in the prior period,change was primarily due to a $15.6 million increase in our Adjusted EBITDA, partially offset by a $5.0 million increase in net cash interest expense.
Consolidated Results of Operations
Three months ended January 31, | Six months ended January 31, | |||||||||||||||
(amounts in thousands) | 2018 | 2017 | 2018 | 2017 | ||||||||||||
Total revenues | $ | 755,156 | $ | 579,250 | $ | 1,209,811 | $ | 958,792 | ||||||||
Total cost of sales | 490,772 | 342,710 | 792,114 | 568,310 | ||||||||||||
Operating expense | 123,716 | 113,076 | 234,178 | 218,162 | ||||||||||||
Depreciation and amortization expense | 25,485 | 25,607 | 51,217 | 51,809 | ||||||||||||
General and administrative expense | 14,891 | 12,279 | 28,055 | 26,548 | ||||||||||||
Equipment lease expense | 6,954 | 7,416 | 13,695 | 14,765 | ||||||||||||
Non-cash employee stock ownership plan compensation charge | 4,031 | 2,945 | 7,993 | 6,699 | ||||||||||||
Asset impairments | 10,005 | — | 10,005 | — | ||||||||||||
Loss on asset sales and disposals | 39,249 | 45 | 40,144 | 6,468 | ||||||||||||
Operating income | 40,053 | 75,172 | 32,410 | 66,031 | ||||||||||||
Interest expense | (42,673 | ) | (36,819 | ) | (83,480 | ) | (72,247 | ) | ||||||||
Other income, net | 684 | 763 | 1,195 | 1,271 | ||||||||||||
Earnings (loss) before income taxes | (1,936 | ) | 39,116 | (49,875 | ) | (4,945 | ) | |||||||||
Income tax expense (benefit) | (162 | ) | 588 | 215 | (2 | ) | ||||||||||
Net earnings (loss) | (1,774 | ) | 38,528 | (50,090 | ) | (4,943 | ) | |||||||||
Net earnings (loss) attributable to noncontrolling interest | 69 | 430 | (332 | ) | 32 | |||||||||||
Net earnings (loss) attributable to Ferrellgas Partners, L.P. | (1,843 | ) | 38,098 | (49,758 | ) | (4,975 | ) | |||||||||
Less: General partner's interest in net earnings (loss) | (19 | ) | 381 | (498 | ) | (50 | ) | |||||||||
Common unitholders' interest in net earnings (loss) | $ | (1,824 | ) | $ | 37,717 | $ | (49,260 | ) | $ | (4,925 | ) |
| | | | | | | |
| | Three months ended October 31, | | ||||
(amounts in thousands) |
| 2023 |
| 2022 |
| ||
Total revenues | | $ | 371,013 | | $ | 413,289 | |
| | | | | | | |
Total cost of sales | |
| 176,621 | |
| 217,857 | |
| | | | | | | |
Operating expense - personnel, vehicle, plant and other | |
| 144,646 | |
| 129,740 | |
Depreciation and amortization expense | |
| 24,404 | |
| 22,631 | |
General and administrative expense | |
| 12,825 | |
| 14,833 | |
Operating expense - equipment lease expense | |
| 5,376 | |
| 6,024 | |
Non-cash employee stock ownership plan compensation charge | |
| 720 | |
| 723 | |
Loss on asset sales and disposals | |
| 1,335 | |
| 1,680 | |
Operating income | |
| 5,086 | |
| 19,801 | |
Interest expense | |
| (24,161) | |
| (25,009) | |
Other income, net | |
| 1,336 | |
| 469 | |
Loss before income taxes | |
| (17,739) | |
| (4,739) | |
Income tax expense | |
| 162 | |
| 18 | |
Net loss | |
| (17,901) | |
| (4,757) | |
Net loss attributable to noncontrolling interest | |
| (345) | |
| (212) | |
Net loss attributable to Ferrellgas Partners, L.P. | | $ | (17,556) | | $ | (4,545) | |
Non-GAAP Financial Measures
In this Quarterly Report we present three primary non-GAAPthe following Non-GAAP financial measures: Adjusted EBITDA, Distributable cash flow attributable to equity investors, and Distributable cash flow attributable to common unitholders.
Adjusted EBITDA
. Adjusted EBITDA for Ferrellgas Partners is calculated as net45
Distributable Cash Flow Attributable to Equity Investors. 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’sFerrellgas’ ability to declare and pay quarterly distributions to equity investors.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 distributable cash flow attributable to equity investors or similarly titled measurements used by other corporations and partnerships.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 may not be consistent with that of other companies and should be viewed in conjunction with measurements that are computed in accordance with GAAP.
Distributable Cash Flow Attributable to CommonClass A and B Unitholders
Distributable Cash Flow (Shortage) Excess. 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 (shortage) excess that will not occur on a continuing basis may have associated cash payments. Distributable cash flow (shortage) excess should be viewed in conjunction with measurements that are computed in accordance with GAAP.
46
The following table summarizes EBITDA,reconciles Adjusted EBITDA, Distributable cash flow attributable to equity investors, and Distributable cash flow attributable to common unitholdersClass A and B Unitholders and Distributable cash flow (shortage) excess to Net loss attributable to Ferrellgas Partners, L.P., the most directly comparable GAAP measure, for the three and six months ended JanuaryOctober 31, 20182023 and 2017, respectively:
| | | | | | |
| | Three months ended October 31, | ||||
(amounts in thousands) | | 2023 | | 2022 | ||
Net loss attributable to Ferrellgas Partners, L.P. | | $ | (17,556) | | $ | (4,545) |
Income tax expense | |
| 162 | |
| 18 |
Interest expense | |
| 24,161 | |
| 25,009 |
Depreciation and amortization expense | |
| 24,404 | |
| 22,631 |
EBITDA | |
| 31,171 | |
| 43,113 |
Non-cash employee stock ownership plan compensation charge | |
| 720 | |
| 723 |
Loss on asset sales and disposals | |
| 1,335 | |
| 1,680 |
Other income, net | |
| (1,336) | |
| (469) |
Severance costs | | | — | | | 10 |
Legal fees and settlements related to non-core businesses | | | 1,054 | | | 4,872 |
Business transformation costs (1) | | | 274 | | | — |
Net loss attributable to noncontrolling interest | |
| (345) | |
| (212) |
Adjusted EBITDA | |
| 32,873 | |
| 49,717 |
Net cash interest expense (2) | |
| (20,747) | |
| (22,606) |
Maintenance capital expenditures (3) | |
| (4,530) | |
| (5,832) |
Cash paid for income taxes | |
| (103) | |
| (49) |
Proceeds from certain asset sales | |
| 480 | |
| 752 |
Distributable cash flow attributable to equity investors | |
| 7,973 | |
| 21,982 |
Less: Distributions accrued or paid to preferred unitholders | | | 16,251 | | | 17,966 |
Distributable cash flow attributable to general partner and non-controlling interest | |
| (159) | |
| (440) |
Distributable cash flow attributable to Class A and B unitholders | |
| (8,437) | |
| 3,576 |
Less: Distributions paid to Class A and B unitholders (4) | |
| — | |
| — |
Distributable cash flow (shortage) excess | | $ | (8,437) | | $ | 3,576 |
Three months ended January 31, | Six months ended January 31, | |||||||||||||||
(amounts in thousands) | 2018 | 2017 | 2018 | 2017 | ||||||||||||
Net earnings (loss) attributable to Ferrellgas Partners, L.P. | $ | (1,843 | ) | $ | 38,098 | $ | (49,758 | ) | $ | (4,975 | ) | |||||
Income tax expense (benefit) | (162 | ) | 588 | 215 | (2 | ) | ||||||||||
Interest expense | 42,673 | 36,819 | 83,480 | 72,247 | ||||||||||||
Depreciation and amortization expense | 25,485 | 25,607 | 51,217 | 51,809 | ||||||||||||
EBITDA | 66,153 | 101,112 | 85,154 | 119,079 | ||||||||||||
Non-cash employee stock ownership plan compensation charge | 4,031 | 2,945 | 7,993 | 6,699 | ||||||||||||
Non-cash stock-based compensation charge | — | 1,417 | — | 3,298 | ||||||||||||
Asset impairments | 10,005 | — | 10,005 | — | ||||||||||||
Loss on asset sales and disposals | 39,249 | 45 | 40,144 | 6,468 | ||||||||||||
Other income, net | (684 | ) | (763 | ) | (1,195 | ) | (1,271 | ) | ||||||||
Severance costs | — | 490 | 1,663 | 1,959 | ||||||||||||
Professional fees (d) | 2,118 | — | 2,118 | — | ||||||||||||
Unrealized (non-cash) loss (gain) on changes in fair value of derivatives not designated as hedging instruments | (314 | ) | (646 | ) | 1,293 | (2,215 | ) | |||||||||
Net earnings (loss) attributable to noncontrolling interest | 69 | 430 | (332 | ) | 32 | |||||||||||
Adjusted EBITDA | 120,627 | 105,030 | 146,843 | 134,049 | ||||||||||||
Net cash interest expense (a) | (39,734 | ) | (34,712 | ) | (77,791 | ) | (68,330 | ) | ||||||||
Maintenance capital expenditures (b) | (4,640 | ) | (3,754 | ) | (13,344 | ) | (7,076 | ) | ||||||||
Cash paid for taxes | (6 | ) | (25 | ) | (12 | ) | (26 | ) | ||||||||
Proceeds from asset sales | 2,999 | 2,313 | 4,207 | 4,033 | ||||||||||||
Distributable cash flow attributable to equity investors | 79,246 | 68,852 | 59,903 | 62,650 | ||||||||||||
Distributable cash flow attributable to general partner and non-controlling interest | 1,585 | 1,377 | 1,198 | 1,253 | ||||||||||||
Distributable cash flow attributable to common unitholders | 77,661 | 67,475 | 58,705 | 61,397 | ||||||||||||
Less: Distributions paid to common unitholders | 9,716 | 9,715 | 19,431 | 59,506 | ||||||||||||
Distributable cash flow excess (c) | $ | 67,945 | $ | 57,760 | $ | 39,274 | $ | 1,891 |
(1) | Non-recurring costs included in “Operating, general and administrative expense” primarily related to the implementation of an Enterprise Resource Planning (“ERP”) system as part of our business transformation initiatives. |
Net cash interest expense is the sum of interest expense less non-cash interest expense and other income, |
(3) | |
Maintenance capital expenditures include capitalized expenditures for betterment and replacement of property, plant and |
(4) | |
47
Operating Results for the three months ended JanuaryOctober 31, 20182023 and 2017
The following table summarizes propane sales volumes and the Adjusted EBITDA results of our propane operations and related equipment sales segment for the periods indicated:
| | | | | | | | | | | | |
| | 2023 | | 2022 | | Increase (Decrease) | | |||||
As of October 31, | | | | | | | | | | | | |
Retail customers | | | 638,003 | | | 662,027 | | | (24,024) |
| (4) | % |
Tank exchange selling locations | | | 62,676 | | | 61,135 | | | 1,541 |
| 3 | % |
| | | | | | | | | | | | |
(amounts in thousands) | | | | | | | | | | | | |
Three months ended October 31, |
| | | | | | | | | | | |
Propane sales volumes (gallons): |
| |
|
| |
|
| |
|
|
| |
Retail - Sales to End Users |
| | 114,440 |
| | 118,396 |
| | (3,956) |
| (3) | % |
Wholesale - Sales to Resellers |
| | 47,765 |
| | 43,869 |
| | 3,896 |
| 9 | % |
|
| | 162,205 |
| | 162,265 |
| | (60) |
| (0) | % |
Revenues - |
| |
|
| |
|
| |
|
|
| |
Propane and other gas liquids sales: |
| |
|
| |
|
| |
|
|
| |
Retail - Sales to End Users | | $ | 227,860 |
| $ | 265,974 | | $ | (38,114) |
| (14) | % |
Wholesale - Sales to Resellers | |
| 105,523 |
| | 116,014 | |
| (10,491) |
| (9) | % |
Other Gas Sales (1) | |
| 5,551 |
| | 3,856 | |
| 1,695 |
| 44 | % |
Other (2) | |
| 32,079 |
| | 27,445 | |
| 4,634 |
| 17 | % |
Propane and related equipment revenues | | $ | 371,013 | | $ | 413,289 | | $ | (42,276) |
| (10) | % |
| |
| | |
|
| |
|
|
|
| |
Gross Margin - | |
|
| |
|
| |
|
|
|
| |
Propane and other gas liquids sales gross margin: (3) | |
|
| |
|
| |
|
|
|
| |
Retail - Sales to End Users (1) | | $ | 104,885 | | $ | 124,391 | | $ | (19,506) |
| (16) | % |
Wholesale - Sales to Resellers (1) | |
| 61,869 | |
| 48,372 | |
| 13,497 |
| 28 | % |
Other (2) | |
| 27,638 | |
| 22,669 | |
| 4,969 |
| 22 | % |
Propane and related equipment gross profit | | $ | 194,392 | | $ | 195,432 | | $ | (1,040) |
| (1) | % |
| |
|
| |
|
| |
|
|
|
| |
Operating, general and administrative expense (4) | | $ | 157,471 | | $ | 144,573 | | $ | 12,898 |
| 9 | % |
Operating expense - equipment lease expense | |
| 5,376 | |
| 6,024 | |
| (648) |
| (11) | % |
| |
|
| |
|
| |
|
|
|
| |
Operating income | | $ | 5,086 | | $ | 19,801 | | $ | (14,715) |
| (74) | % |
| | | | | | | | | | | | |
Depreciation and amortization expense | |
| 24,404 | |
| 22,631 | |
| 1,773 |
| 8 | % |
Non-cash employee stock ownership plan compensation charge | |
| 720 | |
| 723 | |
| (3) |
| (0) | % |
Loss on asset sales and disposals | |
| 1,335 | |
| 1,680 | |
| (345) |
| (21) | % |
Legal fees and settlements related to non-core businesses | |
| 1,054 | |
| 4,872 | |
| (3,818) |
| (78) | % |
Business transformation costs (5) | | | 274 | | | — | | | 274 | | 100 | % |
Severance costs | |
| — | |
| 10 | |
| (10) |
| (100) | % |
Adjusted EBITDA | | $ | 32,873 | | $ | 49,717 | | $ | (16,844) |
| (34) | % |
(amounts in thousands) | |||||||||||||||
Three months ended January 31, | 2018 | 2017 | Increase (Decrease) | ||||||||||||
Propane sales volumes (gallons): | |||||||||||||||
Retail - Sales to End Users | 235,071 | 201,580 | 33,491 | 17 | % | ||||||||||
Wholesale - Sales to Resellers | 74,942 | 66,152 | 8,790 | 13 | % | ||||||||||
310,013 | 267,732 | 42,281 | 16 | % | |||||||||||
Revenues - | |||||||||||||||
Propane and other gas liquids sales: | |||||||||||||||
Retail - Sales to End Users | $ | 417,472 | $ | 313,169 | $ | 104,303 | 33 | % | |||||||
Wholesale - Sales to Resellers | 128,654 | 103,223 | 25,431 | 25 | % | ||||||||||
Other Gas Sales (a) | 46,113 | 20,983 | 25,130 | 120 | % | ||||||||||
Other (b) | 45,641 | 45,088 | 553 | 1 | % | ||||||||||
Propane and related equipment revenues | $ | 637,880 | $ | 482,463 | $ | 155,417 | 32 | % | |||||||
Gross Margin - | |||||||||||||||
Propane and other gas liquids sales: (c) | |||||||||||||||
Retail - Sales to End Users (a) | $ | 182,129 | $ | 158,369 | $ | 23,760 | 15 | % | |||||||
Wholesale - Sales to Resellers (a) | 47,192 | 43,977 | 3,215 | 7 | % | ||||||||||
Other (b) | 24,854 | 24,431 | 423 | 2 | % | ||||||||||
Propane and related equipment gross margin | $ | 254,175 | $ | 226,777 | $ | 27,398 | 12 | % | |||||||
Operating, general and administrative expense (d) | $ | 117,306 | $ | 106,651 | $ | 10,655 | 10 | % | |||||||
Equipment lease expense | 6,375 | 6,704 | (329 | ) | (5 | )% | |||||||||
Operating income | $ | 101,767 | $ | 95,332 | $ | 6,435 | 7 | % | |||||||
Depreciation and amortization expense | 18,167 | 18,017 | 150 | 1 | % | ||||||||||
Loss on asset sales and disposals | 555 | 73 | 482 | 660 | % | ||||||||||
Asset impairments | 10,005 | — | 10,005 | NM | |||||||||||
Unrealized (non-cash) gains on changes in fair value of derivatives not designated as hedging instruments | — | (1,134 | ) | 1,134 | 100 | % | |||||||||
Adjusted EBITDA | $ | 130,494 | $ | 112,288 | $ | 18,206 | 16 | % |
48
Propane sales volumes during the three months ended JanuaryOctober 31, 2018 increased 16% or 42.32023 were flat with a slight decrease of 0.1 million gallons, from that ofcompared to the prior year period due to 33.5 million and 8.8 million of increased gallon sales to retail and wholesale customers, respectively.
Our wholesale sales price per gallon largelypartially correlates to the change in the wholesale market price of propane. The wholesale market price at major supply points in Mt. Belvieu, Texas and Conway, Kansas during the three months ended JanuaryOctober 31, 20182023 averaged 46% and 45% greater28.6% less than the prior year period, respectively.while at the Conway, Kansas major supply point prices averaged 30.6% less than the prior year period. The wholesale market price at Mt. Belvieu, Texas averaged $0.95$0.70 and $0.65$0.98 per gallon during the three months ended JanuaryOctober 31, 20182023 and 2017,2022, respectively, while the wholesale market price at Conway, Kansas averaged $0.90$0.68 and $0.62$0.98 per gallon during the three months ended JanuaryOctober 31, 20182023 and 2017,2022, respectively.
Revenues
Retail sales increased $104.3decreased $38.1 million, or 14%, compared to the prior year period. This increase resulted from a $52.3Gallons sold decreased 4.0 million increasegallons, or 3%, compared to the prior year period. The decline corresponded with the decreases in the wholesale sales price per gallon and $52.0 million from increased sales volumes, both as discussednoted above.
Wholesale sales increased $25.4decreased $10.5 million, compared to the prior period. This increase resulted from a $13.9 million increase in sales volumes and an $11.5 million increase in sales price per gallon, both as discussed above.
Other revenuesgas sales increased $0.6$1.7 million, or 44%, compared to the prior year period primarily due to an increase in sales volume.
Other revenues increased $4.6 million, or 17%, compared to the sales of certain lower margin equipment.
Gross margin - Propane and other gas liquids sales
Gross margin increased $27.0 million primarily due to the 42.3 million increase in gallon sales as discussed above, partially offset by a slight decrease in gross margin per gallon. The increase in retail gross margin of $23.8 million resulted from efforts to increase market share and to a lesser extent colder weather. The increase in wholesale gross margin primarily relates to increased volumes related to colder weather, partially offset by decreased gross margin per gallon.
(amounts in thousands) | |||||||||||||||
Three months ended January 31, | 2018 | 2017 | Increase (Decrease) | ||||||||||||
Volumes (barrels): | |||||||||||||||
Crude oil hauled | 11,065 | 13,005 | (1,940 | ) | (15 | )% | |||||||||
Crude oil sold | 1,556 | 1,326 | 230 | 17 | % | ||||||||||
Salt water volume processed | 4,851 | 4,002 | 849 | 21 | % | ||||||||||
Revenues - | |||||||||||||||
Crude oil and other logistics | $ | 15,886 | $ | 19,573 | $ | (3,687 | ) | (19 | )% | ||||||
Crude oil sales | 97,646 | 74,794 | 22,852 | 31 | % | ||||||||||
Other | 3,744 | 2,510 | 1,234 | 49 | % | ||||||||||
$ | 117,276 | $ | 96,877 | $ | 20,399 | 21 | % | ||||||||
Gross margin - (a) | |||||||||||||||
Crude oil and other logistics | $ | 6,550 | $ | 3,829 | $ | 2,721 | 71 | % | |||||||
Crude oil sales | 2,365 | 4,888 | (2,523 | ) | (52 | )% | |||||||||
Other | 1,294 | 1,046 | 248 | 24 | % | ||||||||||
$ | 10,209 | $ | 9,763 | $ | 446 | 5 | % | ||||||||
Operating, general, and administrative expenses (b) | $ | 7,464 | $ | 7,041 | $ | 423 | 6 | % | |||||||
Equipment lease expense | 84 | 141 | (57 | ) | (40 | )% | |||||||||
Operating loss | $ | (42,299 | ) | $ | (4,400 | ) | $ | (37,899 | ) | NM | |||||
Depreciation and amortization expense | 6,266 | 7,009 | (743 | ) | (11 | )% | |||||||||
Loss (gain) on asset sales and disposals | 38,694 | (28 | ) | 38,722 | NM | ||||||||||
Unrealized (non-cash) loss (gain) on changes in fair value of derivatives not designated as hedging instruments | (314 | ) | 488 | (802 | ) | NM | |||||||||
Adjusted EBITDA | $ | 2,347 | $ | 3,069 | $ | (722 | ) | (24 | )% |
Gross margin
Gross margin increased 5% or $0.4 million compared to the prior period, primarily due to a $2.7 million increase related to crude oil and other logistics hauling, partially offset by a $2.5 million decrease related to crude oil sales. Despite decreased volumes and revenues, crude oil and other logistics gross margin increased primarily due to the benefits from the cessation of barge operations related to a transportation and logistics agreement with Jamex Marketing, LLC (the "Jamex TLA"). Crude oil sales gross margin decreased primarily due to smaller margins on contracted physical crude deals from market conditions in the Niobrara region.
(amounts in thousands) | |||||||||||||||
Three months ended January 31, | 2018 | 2017 | Increase (Decrease) | ||||||||||||
Operating, general and administrative expense (a) | $ | 13,837 | $ | 11,664 | $ | 2,173 | 19 | % | |||||||
Equipment lease expense | 495 | 570 | (75 | ) | (13 | )% | |||||||||
Operating loss | $ | (19,415 | ) | $ | (15,760 | ) | $ | (3,655 | ) | (23 | )% | ||||
Depreciation and amortization expense | 1,052 | 581 | 471 | 81 | % | ||||||||||
Non-cash employee stock ownership plan compensation charge | 4,031 | 2,945 | 1,086 | 37 | % | ||||||||||
Non-cash stock based compensation charge | — | 1,417 | (1,417 | ) | (100 | )% | |||||||||
Severance costs | — | 490 | (490 | ) | NM | ||||||||||
Professional fees (b) | 2,118 | — | 2,118 | NM | |||||||||||
Adjusted EBITDA | $ | (12,214 | ) | $ | (10,327 | ) | $ | (1,887 | ) | (18 | )% |
(amounts in thousands) | |||||||||||||||
Six months ended January 31, | 2018 | 2017 | Increase (Decrease) | ||||||||||||
Propane sales volumes (gallons): | |||||||||||||||
Retail - Sales to End Users | 354,365 | 312,768 | 41,597 | 13 | % | ||||||||||
Wholesale - Sales to Resellers | 128,371 | 118,142 | 10,229 | 9 | % | ||||||||||
482,736 | 430,910 | 51,826 | 12 | % | |||||||||||
Revenues - | |||||||||||||||
Propane and other gas liquids sales: | |||||||||||||||
Retail - Sales to End Users | $ | 601,266 | $ | 461,786 | $ | 139,480 | 30 | % | |||||||
Wholesale - Sales to Resellers | 227,083 | 187,442 | 39,641 | 21 | % | ||||||||||
Other Gas Sales (a) | 66,648 | 30,546 | 36,102 | 118 | % | ||||||||||
Other (b) | 76,778 | 74,187 | 2,591 | 3 | % | ||||||||||
Propane and related equipment other revenues | $ | 971,775 | $ | 753,961 | $ | 217,814 | 29 | % | |||||||
Gross Margin - | |||||||||||||||
Propane and other gas liquids sales: (c) | |||||||||||||||
Retail - Sales to End Users (a) | $ | 260,560 | $ | 239,754 | $ | 20,806 | 9 | % | |||||||
Wholesale - Sales to Resellers (a) | 92,004 | 85,779 | 6,225 | 7 | % | ||||||||||
Other (b) | 42,289 | 41,784 | 505 | 1 | % | ||||||||||
Propane and related equipment gross margin | $ | 394,853 | $ | 367,317 | $ | 27,536 | 7 | % | |||||||
Operating, general and administrative expense (d) | $ | 221,571 | $ | 204,510 | $ | 17,061 | 8 | % | |||||||
Equipment lease expense | 12,580 | 13,277 | (697 | ) | (5 | )% | |||||||||
Operating income | $ | 112,979 | $ | 111,860 | $ | 1,119 | 1 | % | |||||||
Depreciation and amortization expense | 36,255 | 36,150 | 105 | — | % | ||||||||||
Loss on asset sales and disposals | 1,463 | 1,520 | (57 | ) | (4 | )% | |||||||||
Asset impairments | 10,005 | — | 10,005 | NM | |||||||||||
Severance costs | 358 | 253 | 105 | 42 | % | ||||||||||
Unrealized (non-cash) gains on changes in fair value of derivatives not designated as hedging instruments | — | (3,011 | ) | 3,011 | NM | ||||||||||
Adjusted EBITDA | $ | 161,060 | $ | 146,772 | $ | 14,288 | 10 | % |
Operating income
Operating income decreased $14.7 million primarily due to increased sales price per gallona $12.9 million increase in “Operating, general and toadministrative expense” and a lesser extent$1.8 million increase in “Depreciation and amortization expense.”
The $12.9 million increase in “Operating, general and administrative expense” was comprised of a $14.9 million increase in “Operating expense – personnel, vehicle, plant and other” partially offset by a $2.0 million decrease in “General and administrative expense.” The $14.9 million increase in “Operating expense – personnel, vehicle, plant and other” was primarily due to an increase of $5.0 million from the Company increasing personnel for growth projects (including increased acquisitions and the expansion by Blue Rhino into both self-service vending) and new customer growth, in sales volumes,addition to $3.0 million related to the timing of benefit payments. The remainder of the increase in operating expense was primarily driven by a $3.9 million increase in vehicle costs as discussed above.
49
Adjusted EBITDA
Adjusted EBITDA decreased $16.8 million primarily due to the 51.8 million increase in gallon sales as discussed above, partially offset by a slight decrease in gross margin per gallon. The increase in retail gross margin of $20.8 million resulted from efforts to increase market share and to a lesser extent colder weather, partially offset by a decrease in gross margin per gallon. The increase in wholesale gross margin primarily relates to increased volumes related to colder weather, partially offset by a slight decreased gross margin per gallon.
(amounts in thousands) | |||||||||||||||
Six months ended January 31, | 2018 | 2017 | Increase (Decrease) | ||||||||||||
Volumes (barrels): | |||||||||||||||
Crude oil hauled | 23,215 | 24,269 | (1,054 | ) | (4 | )% | |||||||||
Crude oil sold | 3,385 | 3,118 | 267 | 9 | % | ||||||||||
Salt water volume processed | 9,791 | 7,705 | 2,086 | 27 | % | ||||||||||
Revenues - | |||||||||||||||
Crude oil logistics | $ | 33,227 | $ | 40,614 | $ | (7,387 | ) | (18 | )% | ||||||
Crude oil sales | 196,665 | 159,481 | 37,184 | 23 | % | ||||||||||
Other | 8,144 | 4,736 | 3,408 | 72 | % | ||||||||||
$ | 238,036 | $ | 204,831 | $ | 33,205 | 16 | % | ||||||||
Gross margin (a) | |||||||||||||||
Crude oil logistics | $ | 17,506 | $ | 10,994 | $ | 6,512 | 59 | % | |||||||
Crude oil sales | 3,014 | 10,292 | (7,278 | ) | (71 | )% | |||||||||
Other | 2,324 | 1,879 | 445 | 24 | % | ||||||||||
$ | 22,844 | $ | 23,165 | $ | (321 | ) | (1 | )% | |||||||
Operating, general, and administrative expenses (b) | $ | 16,068 | $ | 15,578 | $ | 490 | 3 | % | |||||||
Equipment lease expense | 168 | 270 | (102 | ) | (38 | )% | |||||||||
Operating loss | $ | (45,053 | ) | $ | (11,947 | ) | $ | (33,106 | ) | (277 | )% | ||||
Depreciation and amortization expense | 12,980 | 14,316 | (1,336 | ) | (9 | )% | |||||||||
Loss on asset sales and disposals | 38,681 | 4,948 | 33,733 | 682 | % | ||||||||||
Severance costs | 1,305 | 227 | 1,078 | 475 | % | ||||||||||
Unrealized (non-cash) loss on changes in fair value of derivatives not designated as hedging instruments | 1,293 | 796 | 497 | NM | |||||||||||
Adjusted EBITDA | $ | 9,206 | $ | 8,340 | $ | 866 | 10 | % |
(amounts in thousands) | |||||||||||||||
Six months ended January 31, | 2018 | 2017 | Increase (Decrease) | ||||||||||||
Operating, general and administrative expense (a) | $ | 24,594 | $ | 24,623 | $ | (29 | ) | — | % | ||||||
Equipment lease expense | 947 | 1,217 | (270 | ) | (22 | )% | |||||||||
Operating loss | $ | (35,516 | ) | $ | (33,882 | ) | $ | (1,634 | ) | (5 | )% | ||||
Depreciation and amortization expense | 1,982 | 1,343 | 639 | 48 | % | ||||||||||
Non-cash employee stock ownership plan compensation charge | 7,993 | 6,699 | 1,294 | 19 | % | ||||||||||
Non-cash stock based compensation charge | — | 3,298 | (3,298 | ) | NM | ||||||||||
Severance costs | — | 1,479 | (1,479 | ) | NM | ||||||||||
Professional fees (b) | 2,118 | — | 2,118 | NM | |||||||||||
Adjusted EBITDA | $ | (23,423 | ) | $ | (21,063 | ) | $ | (2,360 | ) | (11 | )% |
Liquidity and Capital Resources
General
Our primary sources of liquidity and capital resources are cash flows from operating activities, borrowings under our secured credit facility and our accounts receivable securitization facilityCredit Facility and funds received from sales of debt and equity securities. The operating partnership, the general partner and certain of the operating partnership’s subsidiaries are parties to a credit agreement, dated March 30, 2021, as amended on May 23, 2023 (the “Credit Agreement”), which provides for a four-year revolving credit facility (the “Credit Facility”) in an aggregate principal amount of up to $350.0 million. The Credit Agreement includes a sublimit not to exceed $300.0 million for the issuance of letters of credit. For additional discussion, see Note E “Debt” in the notes to our consolidated financial statements.
As of October 31, 2023, our total liquidity was $328.9 million, which was comprised of $66.0 million in unrestricted cash and $262.9 million of availability under our Credit Facility. These sources of liquidity and short-term capital resources are intended to fund our working capital requirements, letteracquisitions and capital expenditures. As of October 31, 2023, letters of credit requirements,outstanding totaled $74.0 million. Our access to long-term capital resources, to the extent needed to refinance debt service payments, acquisition and capital expenditures and distributions to our unitholders. Our liquidity and capital resourcesor for other purposes, may be affected by our ability to renegotiate our secured credit facility and our accounts receivable securitization facility or secure alternative liquidity sources, access the capital markets, covenants in our debt agreements and other financial obligations, unforeseen demands on cash, or other events beyond our control.
As more fully described in Item 2. Management’s Discussion and Analysisof October 31, 2023, we had $10.8 million of restricted cash consisting of a cash deposit made with the administrative agent under the subheading “Financial Covenants”, the indenture governing the outstanding notes of Ferrellgas Partners and the agreements governing the operating partnership’s indebtedness contain various covenants that limit our ability to, among other things, incur additional indebtedness and make distribution payments to our common unitholders. Given the limitations and the lack of headroom on these covenants, we continue to execute on a strategy to reduce our debt and interest expense. If we are unsuccessful with our strategy to further reduce debt and interest expense, or in renegotiating ourprior senior secured credit facility and/or our accounts receivable securitization facility, which both maturethat was terminated in October 2018, or are unable to secure alternative liquidity sources, we may not have the liquidity to fund our operations after that maturity date.
Distributable Cash Flow to equity investors | Cash reserves (deficiency) approved by our General Partner | Cash distributions paid to equity investors | DCF ratio | |||||||||||
Six months ended January 31, 2018 | $ | 59,903 | $ | 39,919 | $ | 19,984 | ||||||||
For the year ended July 31, 2017 | 77,182 | (3,601 | ) | 80,783 | ||||||||||
Less: Six months ended January 31, 2017 | 62,650 | 1,850 | 60,800 | |||||||||||
Twelve months ended January 31, 2018 | $ | 74,435 | $ | 34,468 | $ | 39,967 | 1.86 | |||||||
Twelve months ended October 31, 2017 | 64,041 | 24,152 | 39,889 | 1.61 | ||||||||||
Change | $ | 10,394 | $ | 10,316 | $ | 78 | 0.25 |
Our working capital requirements are subject to, among other things, the price of propane, and crude oil, delays in the collection of receivables, volatility in energy commodity prices, liquidity imposed by insurance providers, downgrades in our credit ratings, decreased trade credit, significant acquisitions, the weather, customer retention and purchasing patterns and other changes in the demand for propane. Relatively colder weather or higher propane and crude oil.
Our ability to satisfy our obligations is dependent upon our future performance, which will be subject to prevailing weather, economic, financial and business conditions and other factors, many of which are beyond our control. Due to the seasonality of the retail propane distribution business, a significant portion of our propane operations and related products cash flows from operations is generated during the winter heating season. Our Midstream operations segment is not expected to experience seasonality. Our net cash provided by operating activities primarily reflects earnings from our business activities adjusted for depreciation and amortization and changes in our working capital accounts. Historically, we generate significantly lower net cash from operating activities in our first and fourth fiscal quarters as compared to the second and third fiscal quarters due to the seasonality of our propane operations and related equipment sales segment.operations.
During periods of high volatility, our risk management activities may expose us to the risk of counterparty margin calls in amounts greater than we have the capacity to fund. Likewise, our counterparties may not be able to fulfill their margin calls from us or may default on the settlement of positions with us.
We believe that the liquidity available from cash flows from operating activities, unrestricted cash and the Credit Facility will be sufficient to meet our capital expenditure, working capital and letter of credit requirements for the foreseeable future.
50
Distributable Cash Flow
Distributable cash flow attributable to equity investors is reconciled to net loss attributable to Ferrellgas Partners, L.P., the most directly comparable GAAP measure, in this Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations under the subheading “Non-GAAP Financial Measures” above. A comparison of distributable cash flow attributable to equity investors to cash distributions accrued or paid to equity investors for the twelve months ended October 31, 2023 to the twelve months ended July 31, 2023 is as follows (in thousands):
| | | | | | | | | | | |
|
| Distributable |
| Cash reserves (deficiency) |
| Cash distributions |
| | |||
| | cash flow attributable | | approved by our | | accrued or paid to | | DCF | |||
| | to equity investors | | General Partner | | equity investors | | ratio (1) | |||
Three months ended October 31, 2023 | | $ | 7,973 | | $ | (8,278) | | $ | 16,251 | | |
Fiscal 2023 | | | 254,364 | | | 190,050 | | | 64,314 | | |
Less: Three months ended October 31, 2022 | | | 21,982 | | | 4,016 | | | 17,966 | | |
Twelve months ended October 31, 2023 | | $ | 240,355 | | $ | 177,756 | | $ | 62,599 | | 3.8x |
| | | | | | | | | | | |
Twelve months ended July 31, 2023 | | | 254,364 | | | 190,050 | | | 64,314 | | 4.0x |
Change | | $ | (14,009) | | $ | (12,294) | | $ | (1,715) |
| (0.2)x |
(1) | DCF ratio is calculated as Distributable cash flow attributable to equity investors divided by Cash distributions accrued or paid to equity investors. |
For the twelve months ended October 31, 2023, distributable cash flow attributable to equity investors decreased $14.0 million compared to the twelve months ended July 31, 2023. As of October 31, 2023, the accrued quarterly distribution to Preferred Unitholders was $18.0 million. We paid $15.4 million of this distribution on November 15, 2023. The remaining $2.6 million represents Additional Amounts payable to certain holders of Preferred Units, pursuant to the side letters outlined in the OpCo LPA Amendment.
We did not pay any cash distributions to our Class A Unitholders during the first quarter of fiscal 2024 or fiscal 2023. Ferrellgas Partners made aggregate cash distributions of approximately $49.9 million and $100.0 million to its Class B Unitholders during fiscal 2023 and fiscal 2022, respectively. Cash reserves, which we utilize to meet future anticipated expenditures, were $177.8 million and $190.1 million for the twelve months ended October 31, 2023 and July 31, 2023, respectively.
Operating Activities
Ferrellgas Partners
Net cash used in operating activities was $36.3$18.9 million and $66.8 million for the sixthree months ended JanuaryOctober 31, 2018, compared to net cash provided by operating activities of $39.32023 and 2022, respectively. The $47.9 million for the six months ended January 31, 2017. This decrease in cash provided byused in operating activities was primarily due to a $69.8$23.9 million increasedecrease in requirements for prepaid expenses, a $21.8 million decrease in working capital requirements, an $8.8 million decrease in requirements for other current liabilities, and a $7.7$6.1 million unfavorable impact ininflow associated with other assets net, primarily due to an increase in crude oil barrels in linefill during the six months ended January 31, 2018, partially offset by a $1.8 million increase in cash flow from operations.
The increase$21.8 million decrease in working capital requirements for the six months ended January 31, 2018 compared to the six months ended January 31, 2017 was primarily due to a $27.9$16.8 million increasedecrease in requirements for accounts and notes receivable, due to increases in the the number of gallons sold and the average selling price of propane gas, an $11.7 million increase in requirements for prepaid expenses and other assets due primarily to a decrease in margin deposits returned to us by our counterparties during the six months ended January 31, 2018net and a $28.9$7.8 million increasedecrease in requirements for accounts payable largelypayable. These decreases were partially offset by an increase of $2.8 million in inventory requirements. The $8.8 million decrease in net cash used in operations related to other current liabilities was primarily driven by changes in the price risk management liability, partially offset by changes in the broker margin deposit liability.
The $11.2 million decrease in cash flow from operations was primarily due to a $14.9 million increase in “Operating expense – personnel, vehicle, plant and other,” which was partially offset by a decrease of $2.0 million in “General and administrative expense,” a $0.9 million increase in “Other income, net,” and a $0.6 million decrease in days outstanding for our purchases“Operating expense – equipment lease expense.”
51
The operating partnership
Net cash used in operating activities was $20.8$18.9 million and $66.8 million for the sixthree months ended JanuaryOctober 31, 2018, compared to net cash provided by operating activities of $45.32023 and 2022, respectively. The $47.9 million for the six months ended January 31, 2017. This decrease in cash provided byused in operating activities was primarily due to a $67.5$23.9 million increasedecrease in requirements for prepaid expenses, a $21.8 million decrease in working capital requirements, an $8.8 million decrease in requirements for other current liabilities, and an $8.0a $6.1 million unfavorable impact ininflow associated with other assets net, primarily due to an increase in crude oil barrels in linefill during the six months ended January 31, 2018,and liabilities. These changes were partially offset by a $9.3an $11.2 million increase in cash flow from operations.
The $21.8 million increase in "Interest expense" due to increased interest rates on the secured credit facility.
The $11.2 million decrease in cash flow from operations was primarily due to a $14.9 million increase in “Operating expense – personnel, vehicle, plant and other,” which was partially offset by a decrease of $2.0 million in “General and administrative expense,” a $0.9 million increase in “Other income, net,” and a $0.6 million decrease in days outstanding for our purchases of propane.
Investing Activities
Ferrellgas Partners
Capital Requirements
Our business requires continual investments to upgrade or enhance existing operations and to ensure compliance with safety and environmental regulations. Capital expenditures for our business consist primarily of:
● | Maintenance capital expenditures - These capital expenditures include 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, rather than to generate incremental distributable cash flow. Examples of maintenance capital expenditures include a routine replacement of a worn-out asset or replacement of major vehicle components; and |
● | Growth capital expenditures - These expenditures are undertaken primarily to generate incremental distributable cash flow. Examples include expenditures for purchases of both bulk and portable propane tanks and other equipment to facilitate expansion of our customer base and operating capacity. |
Net cash used in investing activities was $46.3$23.1 million and $34.8 million for the sixthree months ended JanuaryOctober 31, 2018, compared to net cash used in investing activities of $15.22023 and 2022, respectively. The $11.7 million for the six months ended January 31, 2017. This increasedecrease in net cash used in investing activities iswas primarily due to a $15.9decrease of $13.3 million increase in "Capital expenditures" and a $14.9 million increase in "Business“Business acquisitions, net of cash acquired."
Due to the mature nature of our Propane operations, and related equipment sales operations segment, we do not anticipate significant fluctuations in maintenance capital expenditures.expenditures, with the exception of future decisions regarding lease versus buy financing options. However, future fluctuations in growth capital expenditures could occur due to the opportunistic nature of these projects.
The operating partnership
The investing activities discussed above also apply to the operating partnership.
Financing Activities
Ferrellgas Partners
Net cash provided by financing activities was $91.1 million for the six months ended January 31, 2018, compared to net cash used in financing activities of $14.4was $18.6 million and $1.9 million for the sixthree months ended JanuaryOctober 31, 2017. This2023 and 2022, respectively. The $16.7 million increase in cash flow provided byused in financing activities was primarily due to a $40.5$30.0 million reduction in distributions, a $15.9 million reduction in common unit repurchases, a $55.8 million net increasedecrease in proceeds from short-term borrowings and a $4.0 million reduction in cash paid for financing costs, partiallyover the prior year period offset by a $9.3decrease of $15.0 million net reduction in proceeds from long-term debt.repayments of short-term borrowings.
52
Letters of credit outstanding at JanuaryOctober 31, 20182023 and July 31, 2023 totaled $188.0$74.0 million and were used to secure commodity hedges,insurance arrangements, product purchases and insurance arrangements. At Januarycommodity hedges. As of October 31, 2018,2023, we had remaining letter of creditavailable borrowing capacity of $12.0 million. As a result of the sale of Bridger Energy, LLC on January 16, 2018, we anticipate near-term reductions in outstanding letters of credit of approximately $80.0 million.
The operating partnership
The financing activities discussed above also apply to the operating partnership.
Distributions
Partnership distributions
The Sixth Amended and Restated Agreement of Limited Partnership of Ferrellgas Partners, L.P. (the “Amended Ferrellgas Partners LPA”) requires Ferrellgas Partners to make quarterly cash distributions of all of its “available cash.” Available cash is defined in the Amended Ferrellgas Partners LPA as, generally, the sum of Ferrellgas’ Partners cash receipts less consolidated cash disbursements and net changes in reserves established by our general partner for future requirements. In general, the amount of Ferrellgas Partners’ available cash depends primarily on whether and the extent to which Ferrellgas Partners receives cash distributions from the operating partnership, exceptas such distributions generally would be Ferrellgas Partners’ only significant cash receipts.
The Fifth Amended and Restated Agreement of Limited Partnership of Ferrellgas, L.P. (the “Amended OpCo LPA”), as amended by the First Amendment to the Amended OpCo LPA (the “OpCo LPA Amendment”), sets forth the preferences, rights, privileges and other terms of the Preferred Units.
Pursuant to the Amended Ferrellgas Partners LPA, while any Class B Units remain outstanding, any distributions by Ferrellgas Partners to its partners must be made such that the ratio of (i) the amount of distributions made to holders of Class B Units to (ii) the amount of distributions made to holders of Class A Units and the general partner is not less than 6:1. The Amended Ferrellgas Partners LPA permits Ferrellgas Partners, in the general partner’s discretion, to make distributions to the Class B Unitholders in a greater proportion than the minimum 6:1 ratio, including paying 100% of any such distribution to Class B Unitholders. The Class B Units will not be convertible into Class A Units until Class B Unitholders receive distributions in the aggregate amount of $357.0 million, which was the $357.0 million aggregate principal amount of Ferrellgas Partners’ unsecured senior notes due June 15, 2020 (the “Ferrellgas Partners Notes”), and the rate at which Class B Units will convert into Class A Units increases annually. Additionally, the price at which Ferrellgas Partners may redeem the Class B Units during the first five years after March 30, 2021 is based on the Class B Unitholders’ receipt of a specified internal rate of return in respect of their Class B Units. This specified internal rate of return in respect of the Class B Units is 15.85%, but that amount increases under certain circumstances, including if the operating partnership paid distributions on the Preferred Units in-kind rather than in cash for a certain number of quarters. Accordingly, distributing cash to the Class B Unitholders in a greater proportion than the minimum 6:1 ratio could result in the Class B Units becoming convertible into Class A Units more quickly or at a lower conversion rate or reduce the redemption price for the repurchaseClass B Units. For additional discussion of common units discussed above,the terms of the Class B Units, see Note G “Equity (Deficit)” in the notes to condensed consolidated financial statements.
For these reasons, although the general partner has not made any decisions or adopted any policy with respect to the allocation of future distributions by Ferrellgas Partners to its partners, the general partner may determine that it is advisable to pay more than the minimum amount of any distribution, up to 100% of the amount of such distribution, to Class B Unitholders. For Fiscal 2022 and Fiscal 2023, the aggregate total paid to date to the Class B Unitholders approximates $150.0 million. These distributions to Class B Unitholders were made without making any distribution to Class A Unitholders and the general partner. See “Risk Factors —Risks Inherent in an Investment in our Class A or Class B Units or our Debt Securities and Other Risks Related to Our Capital Structure and Financing Arrangements—If Ferrellgas Partners is permitted to make and makes distributions to its partners, while any Class B Units remain outstanding, Class B Unitholders collectively will receive at least approximately 85.7% of the aggregate amount of each such distribution and may receive up to 100% of any such distribution. Accordingly, while any Class B Units remain outstanding, Class A Unitholders may not receive any distributions and, in any case, will not receive collectively more than approximately 14.1% of any distribution” in our Annual Report on Form 10-K for fiscal 2023.
Ferrellgas Partners did not pay any distributions to Class A Unitholders, Class B Unitholders or the general partner during the three months ended October 31, 2023 and 2022.
53
The ability of Ferrellgas Partners to make cash flows relateddistributions to its Class A Unitholders and Class B Unitholders is dependent on the receipt by Ferrellgas Partners of cash distributions from the operating partnership. For so long as discussed below.any Preferred Units remain outstanding, the amount of cash that otherwise would be available for distribution by the operating partnership to Ferrellgas Partners will be reduced by the amount of cash distributions and other payments made by the operating partnership in respect of the Preferred Units, including payments to redeem Preferred Units. Further, the indentures governing the 2026 Notes and the 2029 Notes, the Credit Agreement and the OpCo LPA Amendment governing the Preferred Units contain covenants that limit the ability of the operating partnership to make distributions to Ferrellgas Partners and therefore effectively limit the ability of Ferrellgas Partners to make distributions to its Class A Unitholders and Class B Unitholders. See Note E “Debt” and Note F “Preferred units” for a discussion of these limitations. In our Annual Report on Form 10-K for fiscal 2023, see “Risk Factors—Risks Inherent in an Investment in our Class A or Class B Units or our Debt Securities and Other Risks Related to Our Capital Structure and Financing Arrangements—Restrictive covenants in the Indentures, the Credit Agreement and the agreements governing our other future indebtedness and other financial obligations may reduce our operating flexibility and ability to make cash distributions to holders of Class A Units and Class B Units. The Indentures, the Credit Agreement and the OpCo LPA Amendment contain important exceptions to these covenants.”
Preferred unit distributions
Pursuant to the OpCo LPA Amendment, the operating partnership is required to pay to the holders of each Preferred Unit a cumulative, quarterly distribution (the “Quarterly Distribution”) at the Distribution Rate (as defined below) on the unit purchase price of such Preferred Unit, which is $1,000 per unit.
“Distribution Rate” means, for the first five years after March 30, 2021, a rate per annum equal to 8.956%, with certain increases in the Distribution Rate on each of the 5th, 6th and 7th anniversaries of March 30, 2021, subject to a maximum rate of 11.125% and certain other adjustments and exceptions.
The Quarterly Distribution may be paid in cash or, at the election of the operating partnership, “in kind” through the issuance of additional Preferred Units (“PIK Units”) at the quarterly Distribution Rate plus an applicable premium that escalates each year from 75 bps to 300 bps so long as the Preferred Units remain outstanding. In the event the operating partnership fails to make any Quarterly Distribution in cash, such Quarterly Distribution will automatically be paid in PIK Units.
The Distribution Rate on the Preferred Units will increase upon violation of certain protective provisions for the benefit of Preferred Unitholders notwithstanding the cap mentioned above.
As of October 31, 2023, the Quarterly Distribution accrued was $18.0 million. On November 15, 2023, $15.4 million of the Quarterly Distribution was paid in cash to holders of Preferred Units. The remaining Quarterly Distribution accrual of $2.6 million represents Additional Amounts payable to certain holders of Preferred Units pursuant to the side letters outlined in the OpCo LPA Amendment. As of October 31, 2022, the Quarterly Distribution accrued was $18.0 million. On November 15, 2022, $15.3 million of the Quarterly Distribution was paid in cash to holders of the Preferred Units. The remaining Quarterly Distribution accrued of $2.7 million represented Additional Amounts payable to certain holders of Preferred Units pursuant to the side letters.
Preferred unit tax distributions
For any quarter in which the operating partnership makes a Quarterly Distribution in PIK Units in lieu of cash, it shall make a subsequent cash tax distribution for such quarter in an amount equal to the (i) the lesser of (x) 25% and (y) the highest combined federal, state and local tax rate applicable for corporations organized in New York, multiplied by (ii) the excess (if any) of (A) one-fourth (1/4th) of the estimated taxable income to be allocated to the holders of Preferred Units for the year in which the Quarterly Tax Payment Date (which refers to certain specified dates that next follow a Quarterly Distribution date on which PIK Units were issued) occurs, over (B) any cash paid on the Quarterly Distribution date immediately preceding the Quarterly Tax Payment Date on which a quarterly tax amount would otherwise be paid (such amount, the “Tax Distribution”). Tax Distributions are treated as advances against, and reduce, future cash distributions for any reason, including payments in redemption of Preferred Units or PIK Units, or payments to the holders in their capacity as such pursuant to any side letter or other agreement.
54
Cash distributions paid
Ferrellgas Partners did not pay any cash distributions to its Class A Unitholders during the three months ended October 31, 2023 and 2022.
Ferrellgas Partners did not pay any cash distributions to its Class B Unitholders during the three months ended October 31, 2023 and 2022.
The operating partnership paid cash distributions of $35.4 million and $84.5 million duringfor the sixthree months ended JanuaryOctober 31, 20182023 and 2017, respectively. 2022 in respect of its Preferred Units as discussed above under “—Preferred unit distributions.”
The operating partnership expects
The financing activities discussed above also apply to pay cash distributions of $9.9 million on March 16, 2018.
Disclosures about Effects of Transactions with Related Parties
We have no employees and are managed and controlled by our general partner. Pursuant to our partnership agreements, our general partner is entitled to reimbursement for all direct and indirect expenses incurred or payments it makes on our behalf,
Common unit ownership at | Distributions (in thousands) paid during the six months ended | ||||||
January 31, 2018 | January 31, 2018 | ||||||
Ferrell Companies (1) | 22,529,361 | $ | 4,506 | ||||
FCI Trading Corp. (2) | 195,686 | 40 | |||||
Ferrell Propane, Inc. (3) | 51,204 | 10 | |||||
James E. Ferrell (4) | 4,763,475 | 952 |
During the sixthree months ended JanuaryOctober 31, 2018, Ferrellgas Partners2023 and 2022, the operating partnership together paid the general partner distributions of $0.6 million.
Material Cash Requirements
As of October 31, 2023, there have been no material changes to pay distributionsour material cash requirements from those described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Material Cash Requirements” in our Annual Report on Form 10-K for fiscal 2023. For additional information regarding our debt obligations, see Note E “Debt” to Ferrell Companies, FCI Trading Corp., Ferrell Propane, Inc., James E. Ferrell (indirectly), andour condensed consolidated financial statements.
The operating partnership
The contractual obligations discussed above also apply to the general partner of $2.3 million, $20 thousand, $5 thousand, $0.5 million, and $0.1 million, respectively.
We did not enter into any risk management trading activities during the sixthree months ended JanuaryOctober 31, 2018.2023. Our remaining market risk sensitive instruments and positions have been determined to be “other than trading.”
Commodity price risk management
Our risk management activities primarily attempt to mitigate price risks related to the purchase, storage, transport and sale of propane generally in the contract and spot markets from major domestic energy companies. We attempt to mitigate these price risks through the use of financial derivative instruments and forward propane purchase and sales contracts.
Our risk management strategy involves taking positions in the forward or financial markets that are equal and opposite to our positions in the physical products market in order to minimize the risk of financial loss from an adverse price change. This risk management strategy is successful when our gains or losses in the physical product markets are offset by our losses or gains in the forward or financial markets. PropaneOur propane related financial derivatives are designated as cash flow hedges.
55
Our risk management activities include the use of financial derivative instruments including, but not limited to, pricefutures, swaps, options, futures and basis swapsoptions to seek protection from adverse price movements and to minimize potential losses. We enter into these financial derivative instruments directly with third parties in the over-the-counter market and with brokers who are clearing members with the Intercontinental Exchange or the Chicago Mercantile Exchange.Exchange and, to a lesser extent, directly with third parties in the over-the-counter market. We also enter into forward propane purchase and sales contracts with counterparties. These forward contracts qualify for the normal purchase normal sales exception within GAAP guidance and are therefore not recorded on our financial statements until settled.
Risk Policy and Sensitivity Analysis
Market risks associated with energy commodities are monitored daily by senior management for compliance with our commodity risk management policy. This policy includes an aggregate dollar loss limit and limits on the term of various contracts. We also utilize volume limits for various energy commodities and review our positions daily where we remain exposed to market risk, so as to manage exposures to changing market prices.
We have prepared a sensitivity analysis to estimate the exposure to market risk of our energy commodity positions. Forward contracts, futures, swaps and options outstanding as of JanuaryOctober 31, 20182023 and July 31, 2017,2023 that were used in our risk management activities were analyzed assuming a hypothetical 10% adverse change in prices for the delivery month for all energy commodities. The potential loss in future earnings from these positions due to a 10% adverse movement in market prices of the underlying energy commodities was estimated at $14.8$7.5 million and $16.8$9.5 million as of JanuaryOctober 31, 20182023 and July 31, 2017,2023, respectively. The preceding hypothetical analysis is limited because changes in prices may or may not equal 10%, thus actual results may differ. Our sensitivity analysis does not include the anticipated transactions associated with these transactions, which we anticipate will be 100% effective.
Credit risk
We maintain credit policies with regard to our counterparties that we believe significantly minimizereduce overall credit risk. These policies include an evaluation ofevaluating and monitoring our counterparties’ financial condition (including credit ratings), and entering into agreements with counterparties that govern credit guidelines.
Our other counterparties principally consist of major energy companies whothat are suppliers, marketers, wholesalers, retailers and end usersusers; and major U.S. financial institutions. The overall impact due to certain changes in economic, regulatory and other events may impact our overall exposure to credit risk, either positively or negatively in that counterparties may be similarly impacted. Based on our policies, exposures, credit and other reserves, management does not anticipate a material adverse effect on financial position or results of operations as a result of counterparty performance.
Interest rate risk
We had variable rate indebtedness outstanding related to our letters of agreements with Jamex which, among other things, Jamex agreed to execute and deliver a secured promissory note ("Jamex Secured Promissory Note") in favorcredit under our Credit Facility of Bridger in satisfaction of all obligations owed to Bridger under the Jamex TLA. The Jamex Secured Promissory Note is guaranteed, pursuant to a Guaranty Agreement, jointly by James Ballengee and Bacchus Capital Trading, LLC, an entity controlled by Mr. Ballengee (up to a maximum aggregate amount of $20.0 million), and pursuant to Guaranty Agreements, by the other Jamex entities. The obligations of Jamex and the other Jamex entities under the Note are secured, pursuant to a Security Agreement, by a lien on certain of those entities’ assets, actively traded marketable securities and cash, which are held in a controlled account that can be seized by Ferrellgas in the event of default. The sum of the amounts available under the controlled account and the $20.0$74.0 million guarantee approximate the $37.5 million note receivable as of JanuaryOctober 31, 2018.
Critical accounting estimates
Our critical accounting estimates are disclosed under “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” in our fixed rate debt by utilizing an interest rate swap. A hypothetical one percent change in interest rates would result in a reductionForm 10-K for fiscal 2023. During the three months ended October 31, 2023, no modifications were made to future earnings of $1.4 million for the twelve months ending January 31, 2019.
An evaluation was performed by the management of Ferrellgas Partners, L.P., Ferrellgas, L.P., Ferrellgas Partners Finance Corp., Ferrellgas, L.P., and Ferrellgas Finance Corp., with the participation of the principal executive officer and principal financial officer of our general partner, of the effectiveness of our disclosure controls and procedures. Based on that evaluation, our management, including our principal executive officer and principal financial officer, concluded that our disclosure controls and procedures, as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act, were effective.effective as of October 31, 2023.
56
The management of Ferrellgas Partners, L.P., Ferrellgas, L.P., Ferrellgas Partners Finance Corp., Ferrellgas, L.P., and Ferrellgas Finance Corp. does not expect that our disclosure controls and procedures will prevent all errors and all fraud. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Based on the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the above mentioned partnerships and corporations have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events. Therefore, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
During the most recent fiscal quarter ended JanuaryOctober 31, 2018,2023, there have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or Rule 15d-15(f) of the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 1.
LEGAL PROCEEDINGSFor information regarding legal proceedings, other than various claimssee Note L “Contingencies and lawsuits arisingcommitments” in the ordinary course of business. It is not possible to determine the ultimate disposition of these matters; however, management is of the opinion that there are no known claims or contingent claims that are reasonably expected to have a material adverse effect on our condensed consolidated financial condition, results of operations and cash flows.
There have been no material changes from the risk factors set forth under Part I, Item 1A. "Risk Factors"“Risk Factors” in our Annual Report on Form 10-K for fiscal 2017.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3.
DEFAULTS UPON SENIOR SECURITIESNone.
Not applicable.
57
The exhibits listed below are furnished as part of this Quarterly Report on Form 10-Q. Exhibits required by Item 601 of Regulation S-K of the Securities Act, which are not listed, are not applicable.
| | | ||
Exhibit | Description | |||
* 31.1 | | |||
* 31.2 | | |||
* 31.3 | | |||
* 31.4 | | |||
* 32.1 | | |||
* 32.2 | | |||
* 32.3 | | |||
* 32.4 | | |||
* 101.INS | | XBRL Instance | ||
* 101.SCH | | XBRL Taxonomy Extension Schema Document. | ||
* 101.CAL | | XBRL Taxonomy Extension Calculation Linkbase Document. | ||
* 101.DEF | | XBRL Taxonomy Extension Definition Linkbase Document. | ||
* 101.LAB | | XBRL Taxonomy Extension Label Linkbase Document. | ||
* 101.PRE | | XBRL Taxonomy Extension Presentation Linkbase Document. | ||
* 104 | | The cover page from Ferrellgas Partners, L.P.’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2023, formatted in Inline XBRL and contained in Exhibit 101. |
* | ||||
Filed herewith | ||||
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
58
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on itstheir behalf by the undersigned, thereunto duly authorized.
| | | | |
| | |||
FERRELLGAS PARTNERS, L.P. | ||||
| | By Ferrellgas, Inc. | ||
| | | | |
Date: | December 8, | By | /s/ | |
| | | Tamria A. Zertuche | |
| | | Chief Executive Officer and President | |
| | | | |
| | | | |
| | By | /s/ Michael E. Cole | |
| | | Michael E. Cole | |
| | | Chief Financial (Principal Financial and Accounting Officer) | |
| | | | |
| | |||
FERRELLGAS PARTNERS FINANCE CORP. | ||||
| | | | |
Date: | December 8, | By | /s/ | |
| | | Tamria A. Zertuche | |
| | | Chief Executive Officer and President | |
| | | | |
| | By | /s/ Michael E. Cole | |
| | | Michael E. Cole | |
| | | Chief Financial Officer and Sole Director | |
(Principal Financial and Accounting Officer) | ||||
| | | | |
| | FERRELLGAS, L.P. | ||
| | By Ferrellgas, Inc., its general partner | ||
| | | | |
Date: | December 8, 2023 | By | /s/ Tamria A. Zertuche | |
| | | Tamria A. Zertuche | |
| | | Chief Executive Officer and President | |
| | | | |
| | By | /s/ Michael E. Cole | |
| | | Michael E. Cole | |
| | | Chief Financial Officer (Principal Financial and Accounting Officer) | |
| | | | |
| | FERRELLGAS FINANCE CORP. | ||
| | | | |
Date: | December 8, | By | /s/ | |
| | | Tamria A. Zertuche | |
| | | Chief Executive Officer and President | |
| | | | |
| | By | /s/ Michael E. Cole | |
| | | Michael E. Cole | |
| | | Chief Financial Officer and Sole Director (Principal Financial and Accounting Officer) |
59