Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Oct. 31, 2023 | Nov. 30, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Oct. 31, 2023 | |
Current Fiscal Year End Date | --07-31 | |
Document Transition Report | false | |
Entity File Number | 001-11331 | |
Entity Registrant Name | Ferrellgas Partners L P | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 43-1698480 | |
Entity Address, Address Line One | One Liberty Plaza | |
Entity Address, City or Town | Liberty, | |
Entity Address, State or Province | MO | |
Entity Address, Postal Zip Code | 64068 | |
City Area Code | 816 | |
Local Phone Number | 792-1600 | |
Title of 12(b) Security | N/A | |
No Trading Symbol Flag | true | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0000922358 | |
Amendment Flag | false | |
Class A Limited Partner Units | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,857,605 | |
Class B Limited Partner Units | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1,300,000 | |
Ferrellgas, L.P | ||
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Period End Date | Oct. 31, 2023 | |
Current Fiscal Year End Date | --07-31 | |
Entity File Number | 000-50182 | |
Entity Registrant Name | Ferrellgas L P | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 43-1698481 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0000922359 | |
Amendment Flag | false | |
Ferrellgas Partners Finance Corp | ||
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Period End Date | Oct. 31, 2023 | |
Current Fiscal Year End Date | --07-31 | |
Entity File Number | 333-06693-02 | |
Entity Registrant Name | Ferrellgas Partners Finance Corp | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 43-1742520 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | true | |
Entity Common Stock, Shares Outstanding | 1,000 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001012493 | |
Amendment Flag | false | |
Ferrellgas Finance Corp | ||
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Period End Date | Oct. 31, 2023 | |
Current Fiscal Year End Date | --07-31 | |
Entity File Number | 000-50183 | |
Entity Registrant Name | Ferrellgas Finance Corp | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 14-1866671 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | true | |
Entity Common Stock, Shares Outstanding | 1,000 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0000922360 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Oct. 31, 2023 | Jul. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 76,783,000 | $ 137,347,000 |
Accounts and notes receivable, net | 150,504,000 | 159,379,000 |
Inventories | 105,829,000 | 98,104,000 |
Price risk management asset | 6,465,000 | 11,966,000 |
Prepaid expenses and other current assets | 43,025,000 | 29,135,000 |
Total current assets | 382,606,000 | 435,931,000 |
Property, plant and equipment, net | 616,212,000 | 615,174,000 |
Goodwill, net | 257,006,000 | 257,006,000 |
Intangible assets (net of accumulated amortization of $351,971 and $349,614 at October 31, 2023 and July 31, 2023, respectively) | 104,257,000 | 106,615,000 |
Operating lease right-of-use assets | 55,609,000 | 57,839,000 |
Other assets, net | 56,408,000 | 58,838,000 |
Total assets | 1,472,098,000 | 1,531,403,000 |
Current liabilities: | ||
Accounts payable | 45,918,000 | 35,115,000 |
Current portion of long-term debt | 2,597,000 | 2,597,000 |
Current operating lease liabilities | 24,954,000 | 24,600,000 |
Other current liabilities | 175,241,000 | 197,030,000 |
Total current liabilities | 248,710,000 | 259,342,000 |
Long-term debt | 1,456,368,000 | 1,456,184,000 |
Operating lease liabilities | 31,804,000 | 34,235,000 |
Other liabilities | 26,378,000 | 29,084,000 |
Contingencies and commitments | ||
Mezzanine equity: | ||
Senior preferred units, net of issue discount and offering costs (700,000 units outstanding at October 31, 2023 and July 31, 2023) | 651,349,000 | 651,349,000 |
Equity (Deficit): | ||
General partner unitholder | (70,897,000) | (70,566,000) |
Accumulated other comprehensive (loss) income | (9,125,000) | 1,059,000 |
Total Ferrellgas Partners, L.P. deficit | (934,876,000) | (891,598,000) |
Noncontrolling interest | (7,635,000) | (7,193,000) |
Total deficit | (942,511,000) | (898,791,000) |
STOCKHOLDER'S EQUITY (DEFICIT) | ||
Total liabilities, mezzanine and deficit | 1,472,098,000 | 1,531,403,000 |
Class A Limited Partner Units | ||
Equity (Deficit): | ||
Limited partner unitholders | (1,237,866,000) | (1,205,103,000) |
Class B Limited Partner Units | ||
Equity (Deficit): | ||
Limited partner unitholders | 383,012,000 | 383,012,000 |
Ferrellgas, L.P | ||
Current assets: | ||
Cash and cash equivalents | 76,679,000 | 137,245,000 |
Accounts and notes receivable, net | 150,504,000 | 159,379,000 |
Inventories | 105,829,000 | 98,104,000 |
Price risk management asset | 6,465,000 | 11,966,000 |
Prepaid expenses and other current assets | 43,004,000 | 29,113,000 |
Total current assets | 382,481,000 | 435,807,000 |
Property, plant and equipment, net | 616,212,000 | 615,174,000 |
Goodwill, net | 257,006,000 | 257,006,000 |
Intangible assets (net of accumulated amortization of $351,971 and $349,614 at October 31, 2023 and July 31, 2023, respectively) | 104,257,000 | 106,615,000 |
Operating lease right-of-use assets | 55,609,000 | 57,839,000 |
Other assets, net | 56,408,000 | 58,838,000 |
Total assets | 1,471,973,000 | 1,531,279,000 |
Current liabilities: | ||
Accounts payable | 45,918,000 | 35,115,000 |
Current portion of long-term debt | 2,597,000 | 2,597,000 |
Current operating lease liabilities | 24,954,000 | 24,600,000 |
Other current liabilities | 175,158,000 | 196,966,000 |
Total current liabilities | 248,627,000 | 259,278,000 |
Long-term debt | 1,456,368,000 | 1,456,184,000 |
Operating lease liabilities | 31,804,000 | 34,235,000 |
Other liabilities | 26,378,000 | 29,084,000 |
Contingencies and commitments | ||
Mezzanine equity: | ||
Senior preferred units, net of issue discount and offering costs (700,000 units outstanding at October 31, 2023 and July 31, 2023) | 651,349,000 | 651,349,000 |
Equity (Deficit): | ||
Limited partner unitholders | (925,793,000) | (892,717,000) |
General partner unitholder | (7,555,000) | (7,217,000) |
Accumulated other comprehensive (loss) income | (9,205,000) | 1,083,000 |
Total deficit | (942,553,000) | (898,851,000) |
STOCKHOLDER'S EQUITY (DEFICIT) | ||
Total liabilities, mezzanine and deficit | 1,471,973,000 | 1,531,279,000 |
Ferrellgas Partners Finance Corp | ||
Current assets: | ||
Cash and cash equivalents | 0 | 0 |
Total assets | 0 | 0 |
Current liabilities: | ||
Other current liabilities | 0 | 0 |
Total current liabilities | 0 | 0 |
Contingencies and commitments | ||
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) | 0 | 0 |
Total liabilities, mezzanine and deficit | 0 | 0 |
Ferrellgas Finance Corp | ||
Current assets: | ||
Cash and cash equivalents | 0 | 0 |
Total assets | 0 | 0 |
Current liabilities: | ||
Other current liabilities | 0 | 0 |
Total current liabilities | 0 | 0 |
Contingencies and commitments | ||
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 | 104,617 | 104,564 |
Accumulated deficit | (105,617) | (105,564) |
Total stockholder's equity (deficit) | 0 | 0 |
Total liabilities, mezzanine and deficit | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Oct. 31, 2023 | Jul. 31, 2023 |
Restricted cash | $ 10,789 | $ 11,126 |
Amortizable intangible assets, accumulated amortization | $ 351,971 | $ 349,614 |
Senior preferred units, units outstanding | 700,000 | 700,000 |
General partner unitholder, units outstanding | 49,496 | 49,496 |
Class A Limited Partner Units | ||
Limited partner unitholders, units outstanding | 4,857,605 | 4,857,605 |
Class B Limited Partner Units | ||
Limited partner unitholders, units outstanding | 1,300,000 | 1,300,000 |
Ferrellgas, L.P | ||
Restricted cash | $ 10,789 | $ 11,126 |
Amortizable intangible assets, accumulated amortization | $ 351,971 | $ 349,614 |
Senior preferred units, units outstanding | 700,000 | 700,000 |
Ferrellgas Partners Finance Corp | ||
Common stock, par value | $ 1 | $ 1 |
Common stock, shares authorized | 2,000 | 2,000 |
Common stock, shares issued | 1,000 | 1,000 |
Common stock, shares outstanding | 1,000 | 1,000 |
Ferrellgas Finance Corp | ||
Common stock, par value | $ 1 | $ 1 |
Common stock, shares authorized | 2,000 | 2,000 |
Common stock, shares issued | 1,000 | 1,000 |
Common stock, shares outstanding | 1,000 | 1,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Revenues: | ||
Total revenues | $ 371,013,000 | $ 413,289,000 |
Costs and expenses: | ||
Operating expense - personnel, vehicle, plant and other | 144,646,000 | 129,740,000 |
Operating expense - equipment lease expense | 5,376,000 | 6,024,000 |
Depreciation and amortization expense | 24,404,000 | 22,631,000 |
General and administrative expense | 12,825,000 | 14,833,000 |
Non-cash employee stock ownership plan compensation charge | 720,000 | 723,000 |
Loss on asset sales and disposals | 1,335,000 | 1,680,000 |
Operating income | 5,086,000 | 19,801,000 |
Interest expense | (24,161,000) | (25,009,000) |
Other income, net | 1,336,000 | 469,000 |
Loss before income taxes | (17,739,000) | (4,739,000) |
Income tax expense | 162,000 | 18,000 |
Net loss | (17,901,000) | (4,757,000) |
Net loss attributable to noncontrolling interest | (345,000) | (212,000) |
Net loss attributable to Ferrellgas Partners, L.P. | (17,556,000) | (4,545,000) |
Class A unitholders' interest in net loss (Note M) | $ (33,632,000) | $ (20,751,000) |
Class A Limited Partner Units | ||
Costs and expenses: | ||
Basic and diluted net loss per Class A Unit (Note M) | $ (6.92) | $ (4.27) |
Propane and other gas liquids sales | ||
Revenues: | ||
Total revenues | $ 338,934,000 | $ 385,844,000 |
Costs and expenses: | ||
Cost of sales | 172,180,000 | 213,081,000 |
Other | ||
Revenues: | ||
Total revenues | 32,079,000 | 27,445,000 |
Costs and expenses: | ||
Cost of sales | 4,441,000 | 4,776,000 |
Ferrellgas, L.P | ||
Revenues: | ||
Total revenues | 371,013,000 | 413,289,000 |
Costs and expenses: | ||
Operating expense - personnel, vehicle, plant and other | 144,646,000 | 129,740,000 |
Operating expense - equipment lease expense | 5,376,000 | 6,024,000 |
Depreciation and amortization expense | 24,404,000 | 22,631,000 |
General and administrative expense | 12,826,000 | 14,831,000 |
Non-cash employee stock ownership plan compensation charge | 720,000 | 723,000 |
Loss on asset sales and disposals | 1,335,000 | 1,680,000 |
Operating income | 5,085,000 | 19,803,000 |
Interest expense | (24,161,000) | (25,009,000) |
Other income, net | 1,337,000 | 468,000 |
Loss before income taxes | (17,739,000) | (4,738,000) |
Income tax expense | 144,000 | 18,000 |
Net loss | (17,883,000) | (4,756,000) |
Ferrellgas, L.P | Propane and other gas liquids sales | ||
Revenues: | ||
Total revenues | 338,934,000 | 385,844,000 |
Costs and expenses: | ||
Cost of sales | 172,180,000 | 213,081,000 |
Ferrellgas, L.P | Other | ||
Revenues: | ||
Total revenues | 32,079,000 | 27,445,000 |
Costs and expenses: | ||
Cost of sales | 4,441,000 | 4,776,000 |
Ferrellgas Partners Finance Corp | ||
Costs and expenses: | ||
General and administrative expense | 53 | 338 |
Net loss | (53) | (338) |
Ferrellgas Finance Corp | ||
Costs and expenses: | ||
General and administrative expense | 53 | 0 |
Net loss | $ (53) | $ 0 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Comprehensive loss: | ||
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 including noncontrolling interest | (28,189) | (53,730) |
Comprehensive loss attributable to noncontrolling interest | 449 | 707 |
Comprehensive loss | (27,740) | (53,023) |
Ferrellgas, L.P | ||
Comprehensive loss: | ||
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) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENT OF EQUITY (DEFICIT) (Unaudited) - USD ($) | Ferrellgas, L.P Limited Partner Unitholders | Ferrellgas, L.P General Partner | Ferrellgas, L.P Accumulated Other Comprehensive Income (Loss) | Ferrellgas, L.P | Ferrellgas Partners Finance Corp | Limited Partner Unitholders Class A Limited Partner Units | Limited Partner Unitholders Class B Limited Partner Units | Limited Partner Unitholders | General Partner | Accumulated Other Comprehensive Income (Loss) | Parent | Non-Controlling Interest | Total |
Partners' capital balance (in shares) at Jul. 31, 2022 | 4,857,600 | 1,300,000 | 49,500 | ||||||||||
Partners' capital balance, beginning at Jul. 31, 2022 | $ (918,146,000) | $ (7,987,000) | $ 38,307,000 | $ (887,826,000) | $ (1,229,823,000) | $ 383,012,000 | $ (71,320,000) | $ 37,907,000 | $ (880,224,000) | $ (7,587,000) | $ (887,811,000) | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||||
Contributions in connection with non-cash ESOP compensation charges | 716,000 | 7,000 | 723,000 | 709,000 | 7,000 | 716,000 | 7,000 | 723,000 | |||||
Net earnings allocated to preferred units | (16,251,000) | (16,251,000) | (16,088,000) | (163,000) | (16,251,000) | (16,251,000) | |||||||
Net loss | (4,544,000) | (212,000) | (4,756,000) | $ (338) | (4,500,000) | (45,000) | (4,545,000) | (212,000) | (4,757,000) | ||||
Other comprehensive loss | (48,973,000) | (48,973,000) | (48,478,000) | (48,478,000) | (495,000) | (48,973,000) | |||||||
Partners' capital balance, ending at Oct. 31, 2022 | (938,225,000) | (8,192,000) | (10,666,000) | (957,083,000) | $ (1,249,702,000) | $ 383,012,000 | $ (71,521,000) | (10,571,000) | (948,782,000) | (8,287,000) | (957,069,000) | ||
Partners' capital balance (in shares) at Oct. 31, 2022 | 4,857,600 | 1,300,000 | 49,500 | ||||||||||
Partners' capital balance (in shares) at Jul. 31, 2022 | 4,857,600 | 1,300,000 | 49,500 | ||||||||||
Partners' capital balance, beginning at Jul. 31, 2022 | (918,146,000) | (7,987,000) | 38,307,000 | (887,826,000) | $ (1,229,823,000) | $ 383,012,000 | $ (71,320,000) | 37,907,000 | (880,224,000) | (7,587,000) | (887,811,000) | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||||
Distributions | $ (49,900,000) | ||||||||||||
Partners' capital balance, ending at Jul. 31, 2023 | (892,717,000) | (7,217,000) | 1,083,000 | (898,851,000) | $ (1,205,103,000) | $ 383,012,000 | $ (70,566,000) | 1,059,000 | (891,598,000) | (7,193,000) | (898,791,000) | ||
Partners' capital balance (in shares) at Jul. 31, 2023 | 4,857,600 | 1,300,000 | 49,500 | ||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||||
Contributions in connection with non-cash ESOP compensation charges | 713,000 | 7,000 | 720,000 | $ 706,000 | $ 7,000 | 713,000 | 7,000 | 720,000 | |||||
Net earnings allocated to preferred units | (16,251,000) | (16,251,000) | (16,088,000) | (163,000) | (16,251,000) | (16,251,000) | |||||||
Net loss | (17,538,000) | (345,000) | (17,883,000) | $ (53) | (17,381,000) | (175,000) | (17,556,000) | (345,000) | (17,901,000) | ||||
Other comprehensive loss | (10,288,000) | (10,288,000) | (10,184,000) | (10,184,000) | (104,000) | (10,288,000) | |||||||
Partners' capital balance, ending at Oct. 31, 2023 | $ (925,793,000) | $ (7,555,000) | $ (9,205,000) | $ (942,553,000) | $ (1,237,866,000) | $ 383,012,000 | $ (70,897,000) | $ (9,125,000) | $ (934,876,000) | $ (7,635,000) | $ (942,511,000) | ||
Partners' capital balance (in shares) at Oct. 31, 2023 | 4,857,600 | 1,300,000 | 49,500 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (17,901,000) | $ (4,757,000) |
Reconciliation of net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 24,404,000 | 22,631,000 |
Non-cash employee stock ownership plan compensation charge | 720,000 | 723,000 |
Loss on asset sales and disposals | 1,335,000 | 1,680,000 |
Provision for expected credit losses | 676,000 | 321,000 |
Other | 2,114,000 | 2,000,000 |
Changes in operating assets and liabilities, net of effects from business acquisitions: | ||
Accounts and notes receivable | 8,199,000 | (8,600,000) |
Inventories | (7,725,000) | (4,958,000) |
Prepaid expenses and other current assets | (13,890,000) | (37,766,000) |
Accounts payable | 11,185,000 | 3,373,000 |
Accrued interest expense | (21,734,000) | (20,268,000) |
Other current liabilities | (7,543,000) | (16,344,000) |
Other assets and liabilities | 1,306,000 | (4,821,000) |
Net cash used in operating activities | (18,854,000) | (66,786,000) |
Cash flows from investing activities: | ||
Business acquisitions, net of cash acquired | (13,290,000) | |
Capital expenditures | (23,547,000) | (22,247,000) |
Proceeds from sale of assets | 480,000 | 752,000 |
Net cash used in investing activities | (23,067,000) | (34,785,000) |
Cash flows from financing activities: | ||
Preferred unit distributions | (15,610,000) | (15,580,000) |
Payments on long-term debt | (1,224,000) | (979,000) |
Proceeds from short-term borrowings | 30,000,000 | |
Repayments of short-term borrowings | (15,000,000) | |
Cash payments for principal portion of lease liability | (1,809,000) | (302,000) |
Net cash used in financing activities | (18,643,000) | (1,861,000) |
Net change in cash, cash equivalents and restricted cash | (60,564,000) | (103,432,000) |
Cash, cash equivalents and restricted cash - beginning of period | 137,347,000 | 158,737,000 |
Cash, cash equivalents and restricted cash - end of period | 76,783,000 | 55,305,000 |
Ferrellgas, L.P | ||
Cash flows from operating activities: | ||
Net loss | (17,883,000) | (4,756,000) |
Reconciliation of net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 24,404,000 | 22,631,000 |
Non-cash employee stock ownership plan compensation charge | 720,000 | 723,000 |
Loss on asset sales and disposals | 1,335,000 | 1,680,000 |
Provision for expected credit losses | 676,000 | 321,000 |
Other | 2,114,000 | 2,000,000 |
Changes in operating assets and liabilities, net of effects from business acquisitions: | ||
Accounts and notes receivable | 8,199,000 | (8,600,000) |
Inventories | (7,725,000) | (4,958,000) |
Prepaid expenses and other current assets | (13,891,000) | (37,765,000) |
Accounts payable | 11,185,000 | 3,373,000 |
Accrued interest expense | (21,734,000) | (20,268,000) |
Other current liabilities | (7,562,000) | (16,346,000) |
Other assets and liabilities | 1,306,000 | (4,822,000) |
Net cash used in operating activities | (18,856,000) | (66,787,000) |
Cash flows from investing activities: | ||
Business acquisitions, net of cash acquired | (13,290,000) | |
Capital expenditures | (23,547,000) | (22,247,000) |
Proceeds from sale of assets | 480,000 | 752,000 |
Net cash used in investing activities | (23,067,000) | (34,785,000) |
Cash flows from financing activities: | ||
Preferred unit distributions | (15,610,000) | (15,580,000) |
Payments on long-term debt | (1,224,000) | (979,000) |
Proceeds from short-term borrowings | 30,000,000 | |
Repayments of short-term borrowings | (15,000,000) | |
Cash paid for financing costs | (1,809,000) | (302,000) |
Net cash used in financing activities | (18,643,000) | (1,861,000) |
Net change in cash, cash equivalents and restricted cash | (60,566,000) | (103,433,000) |
Cash, cash equivalents and restricted cash - beginning of period | 137,245,000 | 158,466,000 |
Cash, cash equivalents and restricted cash - end of period | 76,679,000 | 55,033,000 |
Ferrellgas Partners Finance Corp | ||
Cash flows from operating activities: | ||
Net loss | (53) | (338) |
Changes in operating assets and liabilities, net of effects from business acquisitions: | ||
Other current liabilities | 0 | (1,706) |
Net cash used in operating activities | (53) | (2,044) |
Cash flows from financing activities: | ||
Capital contribution | 53 | 2,044 |
Net cash used in financing activities | 53 | 2,044 |
Net change in cash, cash equivalents and restricted cash | 0 | 0 |
Cash, cash equivalents and restricted cash - beginning of period | 0 | 0 |
Cash, cash equivalents and restricted cash - end of period | 0 | 0 |
Ferrellgas Finance Corp | ||
Cash flows from operating activities: | ||
Net loss | (53) | 0 |
Changes in operating assets and liabilities, net of effects from business acquisitions: | ||
Net cash used in operating activities | (53) | 0 |
Cash flows from financing activities: | ||
Capital contribution | 53 | 0 |
Net cash used in financing activities | 53 | 0 |
Net change in cash, cash equivalents and restricted cash | 0 | 0 |
Cash, cash equivalents and restricted cash - beginning of period | 0 | 0 |
Cash, cash equivalents and restricted cash - end of period | $ 0 | $ 0 |
Partnership organization and fo
Partnership organization and formation | 3 Months Ended |
Oct. 31, 2023 | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Partnership organization and formation | A. Partnership organization and formation Ferrellgas Partners Ferrellgas Partners, L.P. (“Ferrellgas Partners”) was formed on April 19, 1994, and is a publicly traded limited partnership. 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”). Ferrellgas Partners was formed to acquire and hold a limited partner interest in the operating partnership. Ferrellgas Partners owns a 100% equity interest in Ferrellgas Partners Finance Corp., whose only business activity is to act as the co-issuer and co-obligor of any debt securities issued by Ferrellgas Partners. Our activities are primarily conducted through the 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. These agreements contain specific provisions for the allocation of net earnings and loss to each of the partners for purposes of maintaining the partner capital accounts. 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 partnership. 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 debt securities issued by the operating partnership. The operating partnership is primarily engaged in the retail distribution of propane and related equipment sales. The propane distribution market is seasonal because propane is used primarily for heating in residential and commercial buildings. Ferrellgas serves residential, industrial/commercial, portable tank exchange, agricultural, wholesale and other customers in all 50 states, the District of Columbia, and Puerto Rico. Basis of presentation Due to seasonality, the results of operations for the three months ended October 31, 2023 are not necessarily indicative of the results to be expected for the full fiscal year ending July 31, 2024. 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. 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’ Annual Report on Form 10-K for fiscal 2023. |
Ferrellgas Partners Finance Corp | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Partnership organization and formation | A. Formation Ferrellgas Partners Finance Corp. (“Partners Finance Corp.”), a Delaware corporation, was formed on March 28, 1996 and is a wholly-owned subsidiary of Ferrellgas Partners, L.P. (“Ferrellgas Partners”). Ferrellgas Partners contributed $1,000 to Partners Finance Corp. on April 8, 1996 in exchange for 1,000 shares of common stock. Partners Finance Corp. has nominal assets, does not conduct any operations and has no employees. |
Ferrellgas Finance Corp | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Partnership organization and formation | A. Formation Ferrellgas Finance Corp. (“Finance Corp.”), a Delaware corporation, was formed on January 16, 2003 and is a wholly-owned subsidiary of Ferrellgas, L.P. (the “operating partnership”). The operating partnership contributed $1,000 to Finance Corp. on January 24, 2003 in exchange for 1,000 shares of common stock. Finance Corp. has nominal assets, does not conduct any operations and has no employees. |
Summary of significant accounti
Summary of significant accounting policies | 3 Months Ended |
Oct. 31, 2023 | |
Summary of significant accounting policies | |
Summary of significant accounting policies | B. Summary of significant accounting policies (1) Accounting estimates The 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, 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 expected credit losses, fair value of reporting 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. (2) Goodwill, net Goodwill is tested for impairment annually during the second fiscal quarter, or more frequently if events or changes in circumstances indicate that it is more likely than not the fair value of a reporting unit is less than the carrying value. Ferrellgas has determined that it has one reporting unit for goodwill impairment testing purposes. Ferrellgas completed its most recent annual goodwill impairment test on January 31, 2023 and did not incur an impairment loss. (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 November 2023, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures (“ASU 2023-07”), to improve segment disclosures, primarily through enhanced disclosures for significant segment expenses. ASU 2023-07 does not change how a public entity identifies its operating segments, aggregates those operating segments, or applies quantitative thresholds to determine its reportable segments. The Update is effective on a retrospective basis for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company plans to adopt ASU 2023-07 as of August 1, 2024. The adoption of this guidance will impact our disclosures only and we do not expect it to have a material impact. |
Supplemental financial statemen
Supplemental financial statement information | 3 Months Ended |
Oct. 31, 2023 | |
Supplemental financial statement information | |
Supplemental financial statement information | C. Supplemental financial statement information Inventories Inventories consist of the following: 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 October 31, 2023, Ferrellgas had committed, for supply procurement purposes, to deliver approximately 2.4 million gallons of propane at net fixed prices. Prepaid expenses and other current assets Ferrellgas Partners 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 29,107 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: 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 Cash, cash equivalents and restricted cash For purposes of the condensed consolidated statements of cash flows, Ferrellgas considers cash equivalents to include all highly liquid debt instruments purchased with an original maturity of three months or less. Restricted cash in the tables below as of October 31, 2023 and July 31, 2023 consists of the balance of a cash deposit made with the administrative agent under the operating partnership’s senior secured credit facility that was terminated in April 2020, which may be used by the administrative agent to pay contingent obligations arising under the financing agreement that governed the terminated senior secured credit facility. Ferrellgas Partners Cash, cash equivalents and restricted cash consist of the following: 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 the following: 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 non-cash activities 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 |
Accounts and notes receivable,
Accounts and notes receivable, net | 3 Months Ended |
Oct. 31, 2023 | |
Accounts and notes receivable, net | |
Accounts and notes receivable, net | D. Accounts and notes receivable, net Accounts and notes receivable, net consist of the following: 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 |
Debt
Debt | 3 Months Ended |
Oct. 31, 2023 | |
Debt | |
Debt | E. Debt Short-term borrowing Ferrellgas classifies borrowings under its Credit Facility (as defined below) as short-term because they are primarily used to fund working capital needs that management intends to pay down within the twelve month period following the balance sheet date. As of October 31, 2023, we did not have any short-term borrowings. For further discussion, see the “Senior secured revolving credit facility” section below. 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 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 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. 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 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 5.25 x immediately prior to the quarter ended October 31, 2022 and 5.00 x immediately prior to the quarter ended April 30, 2023. In addition to the financial 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 general 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 total 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. The indentures governing the 2026 Notes and 2029 Notes contain customary affirmative and negative covenants restricting, among other things, the ability of the operating partnership and its restricted subsidiaries 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 general partner, redemptions of Preferred Units and other restricted payments (i) only in limited amounts specified in the indentures and (ii) only if the operating partnership’s net leverage ratio (defined generally to mean the ratio of consolidated 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 (defined generally to mean the ratio of trailing four quarters consolidated EBITDA to consolidated fixed charges, both as adjusted for certain, specified items) is equal to or less than 1.75 to 1.00 (on a pro forma basis giving effect to the restricted payment and, if applicable, certain other specified events), the amount of distributions and other restricted payments the operating partnership is permitted to make under the indentures is further limited. As of October 31, 2023, the operating partnership is in compliance with all of its debt covenants. The scheduled 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 October 31, 2023 and July 31, 2023 totaled $74.0 million and were used to secure insurance arrangements, product purchases and commodity hedges. As of October 31, 2023, Ferrellgas had available borrowing capacity under its Credit Facility of $262.9 million. Propane assets subject to lien under the Credit Facility were $74.0 million as of October 31, 2023. |
Preferred units
Preferred units | 3 Months Ended |
Oct. 31, 2023 | |
Preferred units | |
Preferred units | F. Preferred units On March 30, 2021, pursuant to an Investment Agreement, the operating partnership issued an aggregate of 700,000 Preferred Units (the “Preferred Units”), having an aggregate initial liquidation preference of $700.0 million. Redemption of the Preferred Units in the near term is not probable because of the high redemption price in the first three to four years. As described in greater detail under “Issuer Redemption Right” below, the Redemption Price for the Preferred Units is based upon the greater of the amount that would result in a 1.47x MOIC (defined below) and the amount that would result in a 12.25% internal rate of return. If the Preferred Units were redeemed during the first three to four years after issuance, the 1.47x MOIC would require a large premium payment and that large premium payment would result in an internal rate of return far in excess of the minimum 12.25%. Consequently, it is unlikely that Ferrellgas would be able to achieve any savings in its cost of capital by redeeming the Preferred Units during the first three to four years after issuance. “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 Restated Agreement of Limited Partnership of Ferrellgas, L.P. (the “Amended OpCo LPA”)) and are described below. Issuer Redemption Right The operating partnership has the right to redeem all or a portion of the Preferred Units for cash, pro rata and at any time and from time to time, including in connection with a Change of Control (as defined in the OpCo LPA Amendment), at an amount per Preferred Unit (the “Redemption Price”) equal to, without duplication, the sum of (a) the greater of (i) the amount necessary to result in a MOIC of 1.47x in respect of the purchase price, before discount, of such Preferred Unit, which is $1,000 per Preferred Unit (the “Purchase Price”), and (ii) the amount necessary to result in the applicable internal rate of return equal to 12.25%, which is increased by 150 basis points if the operating partnership has elected to pay more than four Quarterly Distributions (as defined below) in PIK Units (as defined below) and (b) the accumulated but unpaid Quarterly Distributions to the date of redemption, if any. A partial redemption of the Preferred Units is permitted only in the event the aggregate amount to be paid in respect of all Preferred Units included in such partial redemption is at least $25.0 million. 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 initiate 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 Fe rrellgas identified the investor redemption right and the change in control option as embedded derivatives that require bifurcation as they are 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 each 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 5 th , 6 th and 7 th 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 Unit holders notwithstanding the cap mentioned above. On November 15, 2023, $15.4 million of the Quarterly Distribution 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 “ 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 treated 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 “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 the benefit of holders of Preferred Units applicable to the operating partnership and, 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 Preferred Units rank senior to any other class or series of equity interests of the operating partnership (including the partnership interests held by 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. 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. |
Equity (Deficit)
Equity (Deficit) | 3 Months Ended |
Oct. 31, 2023 | |
Equity (Deficit) | |
Equity (Deficit) | 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 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. Once holders of Class B Units receive distributions in the 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 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 the 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 operating partnership paid distributions on the Preferred Units in-kind rather than in cash for a certain number of quarters. There have not been any in-kind distributions through October 31, 2023. During the period through March 30, 2026, after Ferrellgas Partners has distributed $356 million in distributions to holders of the Class B Units, Ferrellgas Partners will have the option to hold cash for six months at either Ferrellgas Partners or Ferrellgas Partners Finance Corp. for the sole purpose of redeeming the Class B Units. However, if the funds held are not used to redeem the Class B Units, the funds must either be distributed to holders of the Class B Units and, if applicable, holders of the Class A Units and the general partner or returned to the operating partnership. 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. Together these Class A Units represent (i) a 99% limited partner economic interest in Ferrellgas Partners, excluding 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 Ferrellgas 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 October 31, 2023 and 2022. Ferrellgas Partners made aggregate cash distributions of approximately $49.9 million and $100.0 million to its Class B Unitholders during the years ended July 31, 2023 and 2022, respectively. See Note M “Net loss per unitholders’ interest” for additional information. Accumulated other comprehensive (loss) income (“AOCI”) See Note J “Derivative instruments and hedging activities” for details regarding changes in fair value on risk management financial derivatives recorded within AOCI for the three months ended October 31, 2023 and 2022. 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 three months ended October 31, 2023 and 2022, the general partner made non-cash contributions of $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 three months ended October 31, 2023 and 2022, the general partner made non-cash contributions of $7.0 thousand to the operating partnership to maintain its 1.0101% general partner interest. |
Revenue from contracts with cus
Revenue from contracts with customers | 3 Months Ended |
Oct. 31, 2023 | |
Revenue from contracts with customers | |
Revenue from contracts with customers | 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 |
Fair value measurements
Fair value measurements | 3 Months Ended |
Oct. 31, 2023 | |
Fair value measurements | |
Fair value measurements | I. Fair value measurements 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 October 31, 2023 and July 31, 2023: 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. There were no transfers between Levels 1, 2 or 3 during the three months ended October 31, 2023 and the fiscal year ended July 31, 2023. 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. At October 31, 2023 and July 31, 2023, the estimated fair value of Ferrellgas’ long-term debt instruments was $1,336.0 million and $1,318.9 million, respectively. Ferrellgas estimates the fair value of long-term debt based on quoted market prices. The fair value of Ferrellgas’ 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. |
Derivative instruments and hedg
Derivative instruments and hedging activities | 3 Months Ended |
Oct. 31, 2023 | |
Derivative instruments and hedging activities | |
Derivative instruments and hedging activities | J. Derivative instruments and hedging activities 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. Derivative instruments and hedging activity During the three months ended October 31, 2023 and 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. The following tables provide a summary of the fair value of derivatives within Ferrellgas’ condensed consolidated balance sheets as October 31, 2023 and July 31, 2023: 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 and July 31, 2023: 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 The following tables provide a summary of the effect on Ferrellgas’ condensed consolidated statements of comprehensive income for the three months ended October 31, 2023 and 2022 due to derivatives designated as cash flow hedging instruments: 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 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 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 losses of approximately $8.8 million to earnings during the next 12 months. These net losses are expected to be offset by increased margins on propane sales commitments Ferrellgas has with its customers that qualify for the normal purchase normal sale exception. During the three months ended October 31, 2023 and 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 October 31, 2023, Ferrellgas had financial derivative contracts covering 2.7 million barrels of propane that were entered into as cash flow hedges of forward and forecasted purchases of propane. 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 October 31, 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 is zero. From time to time Ferrellgas enters into derivative contracts that have credit-risk-related contingent features which dictate credit limits based upon Ferrellgas’ debt rating. There were no open derivative contracts with credit-risk-related contingent features as of October 31, 2023. |
Transactions with related parti
Transactions with related parties | 3 Months Ended |
Oct. 31, 2023 | |
Transactions with related parties | |
Transactions with related parties | K. Transactions with related parties 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 its 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 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 G “Equity (Deficit).” |
Contingencies and commitments
Contingencies and commitments | 3 Months Ended |
Oct. 31, 2023 | |
Contingencies and commitments | |
Contingencies and commitments | 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, we can be threatened with or named as a defendant in various lawsuits arising in the ordinary course of business. Other than as discussed below, we 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 our consolidated financial condition, results of operations and cash flows. Ferrellgas and Bridger Logistics, LLC (“Bridger”), were named, along with two former officers (“Rios and Gamboa”), in a lawsuit (the “EDPA Lawsuit”) filed by Eddystone Rail Company (“Eddystone”) on February 2, 2017 in the U.S. District Court for the Eastern District of Pennsylvania (the “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”), previously named Bridger Transfer Services, a former subsidiary of 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 as a result of the arbitration. Eddystone also alleges that JTS was an “alter ego” of Bridger and 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 for breach of contract. If Eddystone ultimately prevails, however, Ferrellgas believes that the amount of damages awarded could be material to Ferrellgas. Ferrellgas intends to vigorously defend this claim. The Court decided summary judgment motions in March 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. However, we may enter into settlement discussions at any time. Long-term debt related commitments Ferrellgas has long and short-term payment obligations under agreements such as the indentures governing its senior notes. See Note E “Debt” for a description of these debt obligations and a schedule of future maturities. |
Ferrellgas Partners Finance Corp | |
Contingencies and commitments | |
Contingencies and commitments | B. Contingencies and commitments Partners Finance Corp. serves as co-issuer and co-obligor for debt securities of Ferrellgas Partners. As of October 31, 2023, Ferrellgas Partners had no debt securities outstanding, and Partners Finance Corp. therefore was not liable as co-issuer for any such debt securities. |
Ferrellgas Finance Corp | |
Contingencies and commitments | |
Contingencies and commitments | B. Contingencies and commitments Finance Corp. serves as co-issuer and co-obligor for debt securities of the operating partnership. As of October 31, 2023 and July 31, 2023, Finance Corp. was liable as co-issuer and 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. |
Net loss per unitholders' inter
Net loss per unitholders' interest | 3 Months Ended |
Oct. 31, 2023 | |
Net loss per unitholders' interest | |
Net loss per unitholders' interest | M. Net loss per unitholders’ interest Below is a calculation of the basic and diluted net loss per Class A Unitholders’ interest in the condensed consolidated statements of operations for the periods indicated: 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 will be allocated between the Class B Units and the Class A Units on a six-to-one basis as if all undistributed earnings had been distributed to each class of units in accordance with their distribution rights. For any periods in which losses are recognized, no effect is given to the Class B Units as they do not contractually participate in the losses of Ferrellgas. In addition, Ferrellgas has the option to redeem all, but not less than all, of the 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 net loss per Class A Unit due to the cash-only redemption provision, which is assumed, and therefore there would be no dilutive effect. |
Subsequent events
Subsequent events | 3 Months Ended |
Oct. 31, 2023 | |
Subsequent events | |
Subsequent events | N. Subsequent events Ferrellgas has evaluated events and transactions occurring after the balance sheet date through the date Ferrellgas’ condensed consolidated 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 consolidated financial statements. |
Ferrellgas Partners Finance Corp | |
Subsequent events | |
Subsequent events | C. Subsequent events Partners Finance Corp. has evaluated events and transactions occurring after the balance sheet date through the date Partners Finance Corp.’s consolidated 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. |
Ferrellgas Finance Corp | |
Subsequent events | |
Subsequent events | C. Subsequent events Finance Corp. 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. |
Summary of significant accoun_2
Summary of significant accounting policies (Policy) | 3 Months Ended |
Oct. 31, 2023 | |
Summary of significant accounting policies | |
Accounting estimates | (1) Accounting estimates The 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, 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 expected credit losses, fair value of reporting 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. |
Goodwill | (2) Goodwill, net Goodwill is tested for impairment annually during the second fiscal quarter, or more frequently if events or changes in circumstances indicate that it is more likely than not the fair value of a reporting unit is less than the carrying value. Ferrellgas has determined that it has one reporting unit for goodwill impairment testing purposes. Ferrellgas completed its most recent annual goodwill impairment test on January 31, 2023 and did not incur an impairment loss. |
New accounting standards | (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 November 2023, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures (“ASU 2023-07”), to improve segment disclosures, primarily through enhanced disclosures for significant segment expenses. ASU 2023-07 does not change how a public entity identifies its operating segments, aggregates those operating segments, or applies quantitative thresholds to determine its reportable segments. The Update is effective on a retrospective basis for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company plans to adopt ASU 2023-07 as of August 1, 2024. The adoption of this guidance will impact our disclosures only and we do not expect it to have a material impact. |
Supplemental financial statem_2
Supplemental financial statement information (Tables) | 3 Months Ended |
Oct. 31, 2023 | |
Supplemental Financial Statement Information [Line Items] | |
Schedule of inventories | 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 |
Schedule of prepaid expenses and other current assets | 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 |
Schedule of other current liabilities | 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 |
Schedule of shipping and handling expenses | 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 |
Schedule of cash, cash equivalents and restricted cash | 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 |
Schedule of cash flow supplemental disclosures | 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 |
Ferrellgas, L.P | |
Supplemental Financial Statement Information [Line Items] | |
Schedule of prepaid expenses and other current assets | 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 |
Schedule of other current liabilities | 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 |
Schedule of cash, cash equivalents and restricted cash | 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 |
Schedule of cash flow supplemental disclosures | 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 |
Accounts and notes receivable_2
Accounts and notes receivable, net (Tables) | 3 Months Ended |
Oct. 31, 2023 | |
Accounts and notes receivable, net | |
Schedule of accounts and notes receivable | 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 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Oct. 31, 2023 | |
Debt | |
Schedule of debt components | 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 |
Schedule of financial covenant ratio | 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 5.25 x immediately prior to the quarter ended October 31, 2022 and 5.00 x immediately prior to the quarter ended April 30, 2023. |
Schedule of annual principal payments on long-term debt | 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 |
Equity (Deficit) (Tables)
Equity (Deficit) (Tables) | 3 Months Ended |
Oct. 31, 2023 | |
Equity (Deficit) | |
Schedule of units conversion | 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 |
Schedule of limited partner units | 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. |
Revenue from contracts with c_2
Revenue from contracts with customers (Tables) | 3 Months Ended |
Oct. 31, 2023 | |
Revenue from contracts with customers | |
Schedule of disaggregation of revenue | 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 |
Schedule of receivables, 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. |
Fair value measurements (Tables
Fair value measurements (Tables) | 3 Months Ended |
Oct. 31, 2023 | |
Fair value measurements | |
Schedule of assets and liabilities fair value hierarchy | 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) |
Derivative instruments and he_2
Derivative instruments and hedging activities (Tables) | 3 Months Ended |
Oct. 31, 2023 | |
Schedule of fair value of financial derivatives balance sheet locations | 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 |
Schedule of offsetting assets and liabilities | 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 |
Schedule of cash flow hedge derivative effect on comprehensive income | 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 $ — |
Schedule of changes in derivatives included in accumulated other comprehensive income | 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, L.P | |
Schedule of changes in derivatives included in accumulated other comprehensive income | 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) |
Transactions with related par_2
Transactions with related parties (Tables) | 3 Months Ended |
Oct. 31, 2023 | |
Transactions with related parties | |
Schedule of allocation of transactions with related parties | For the three months ended October 31, 2023 2022 Operating expense $ 76,859 $ 68,982 General and administrative expense $ 9,329 $ 7,870 |
Net loss per unitholders' int_2
Net loss per unitholders' interest (Tables) | 3 Months Ended |
Oct. 31, 2023 | |
Net loss per unitholders' interest | |
Schedule of basic and diluted net earnings per unitholders' interest | 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) |
Partnership organization and _2
Partnership organization and formation (Details) | 3 Months Ended | |
Oct. 31, 2023 USD ($) employee state subsidiary shares | Oct. 31, 2022 | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Number of subsidiaries | subsidiary | 2 | |
Number of employees | 0 | |
Ferrellgas Partners LP | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
General partner ownership interest | 2% | 2% |
Ferrellgas Partners LP | Ferrellgas, L.P | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Limited partner interest | 99% | |
Ferrellgas Partners LP | Ferrellgas Partners Finance Corp | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Ownership percentage | 100% | |
Ferrell Companies | Ferrellgas Partners LP | Class A Limited Partner Units | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Ownership percentage | 23.40% | |
Ferrellgas Inc., General Partner | Ferrellgas | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
General partner ownership interest | 2% | |
Ferrellgas Inc., General Partner | Ferrellgas Partners LP | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
General partner ownership interest | 1% | |
Ferrellgas Inc., General Partner | Ferrellgas, L.P | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
General partner ownership interest | 1.0101% | 1.0101% |
Ferrellgas, L.P | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Number of states in which entity operates | state | 50 | |
Ferrellgas, L.P | Ferrellgas Finance Corp | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Ownership percentage | 100% | |
Ferrellgas Partners Finance Corp | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Corporation formation proceeds from partnership | $ | $ 1,000 | |
Corporation formation shares granted to partnership | shares | 1,000 | |
Number of employees | 0 | |
Ferrellgas Finance Corp | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Corporation formation proceeds from partnership | $ | $ 1,000 | |
Corporation formation shares granted to partnership | shares | 1,000 | |
Number of employees | 0 | |
Ferrellgas Employee Stock Ownership Trust | Ferrell Companies | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Ownership percentage | 100% |
Summary of significant accoun_3
Summary of significant accounting policies (Details) - item | 3 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Significant Accounting Policies [Line Items] | ||
Number of reporting units | 1 | |
Ferrellgas Partners LP | ||
Significant Accounting Policies [Line Items] | ||
General partner ownership interest | 2% | 2% |
Supplemental financial statem_3
Supplemental financial statement information - Inventories (Details) $ in Thousands, gal in Millions | 3 Months Ended | |
Oct. 31, 2023 USD ($) gal | Jul. 31, 2023 USD ($) | |
Supplemental financial statement information | ||
Propane gas and related products | $ 84,935 | $ 76,996 |
Appliances, parts and supplies, and other | 20,894 | 21,108 |
Inventories | $ 105,829 | $ 98,104 |
Supply procurement contract duration | 36 months | |
Net procurement of fixed priced propane by Ferrellgas in gallons | gal | 2.4 |
Supplemental financial statem_4
Supplemental financial statement information - Prepaids and Other Assets Net (Details) - USD ($) $ in Thousands | Oct. 31, 2023 | Jul. 31, 2023 |
Supplemental Financial Statement Information [Line Items] | ||
Broker margin deposit assets | $ 13,918 | $ 11,939 |
Other | 29,107 | 17,196 |
Prepaid expenses and other current assets | 43,025 | 29,135 |
Other assets, net | 56,408 | 58,838 |
Ferrellgas, L.P | ||
Supplemental Financial Statement Information [Line Items] | ||
Broker margin deposit assets | 13,918 | 11,939 |
Other | 29,086 | 17,174 |
Prepaid expenses and other current assets | 43,004 | 29,113 |
Other assets, net | $ 56,408 | $ 58,838 |
Supplemental financial statem_5
Supplemental financial statement information - Other Current Liabilities (Details) - USD ($) $ in Thousands | Oct. 31, 2023 | Jul. 31, 2023 |
Supplemental Financial Statement Information [Line Items] | ||
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 |
Ferrellgas, L.P | ||
Supplemental Financial Statement Information [Line Items] | ||
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 |
Supplemental financial statem_6
Supplemental financial statement information - Shipping and Handling (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Supplemental Financial Statement Information [Line Items] | ||
Operating expense - personnel, vehicle, plant and other | $ 144,646 | $ 129,740 |
Depreciation and amortization expense | 24,404 | 22,631 |
Operating expense - equipment lease expense | 5,376 | 6,024 |
Shipping and Handling | ||
Supplemental Financial Statement Information [Line Items] | ||
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 |
Supplemental financial statem_7
Supplemental financial statement information - Cash, Cash Equivalents And Restricted Cash (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Oct. 31, 2023 | Oct. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | |
Supplemental Financial Statement Information [Line Items] | ||||
Cash and cash equivalents | $ 65,994 | $ 126,221 | ||
Restricted cash | $ 10,789 | $ 11,126 | ||
Restricted Cash and Cash Equivalents, Statement of Financial Position [Extensible Enumeration] | Cash, cash equivalents and restricted cash | Cash, cash equivalents and restricted cash | ||
Cash, cash equivalents and restricted cash | $ 76,783 | $ 55,305 | $ 137,347 | $ 158,737 |
Cash paid for interest | 43,817 | 43,343 | ||
Cash paid for 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 | ||
Ferrellgas, L.P | ||||
Supplemental Financial Statement Information [Line Items] | ||||
Cash and cash equivalents | 65,890 | 126,119 | ||
Restricted cash | 10,789 | 11,126 | ||
Cash, cash equivalents and restricted cash | 76,679 | 55,033 | $ 137,245 | $ 158,466 |
Cash paid for interest | 43,817 | 43,343 | ||
Cash paid for 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 |
Accounts and notes receivable_3
Accounts and notes receivable, net (Details) - USD ($) $ in Thousands | Oct. 31, 2023 | Jul. 31, 2023 |
Accounts and notes receivable, net | ||
Accounts receivable | $ 154,646 | $ 163,537 |
Notes receivable | 2,500 | 2,500 |
Allowance for expected credit losses | (6,642) | (6,658) |
Accounts and notes receivable, net | $ 150,504 | $ 159,379 |
Debt - Short-Term Borrowings (D
Debt - Short-Term Borrowings (Details) $ in Millions | Oct. 31, 2023 USD ($) |
Revolving Credit Facility | |
Debt Instrument [Line Items] | |
Short term borrowing | $ 0 |
Debt - Components Of Long-Term
Debt - Components Of Long-Term Debt (Details) - USD ($) $ in Thousands | Oct. 31, 2023 | Jul. 31, 2023 | Mar. 30, 2021 |
Schedule of Capitalization, Long-term Debt [Line Items] | |||
Total long-term debt | $ 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 Notes 5.375 Percent Due 2026 | |||
Schedule of Capitalization, Long-term Debt [Line Items] | |||
Unsecured senior notes | $ 650,000 | $ 650,000 | |
Interest rate, as a percent | 5.375% | 5.375% | 5.375% |
Senior Notes 5.875 Percent Due 2029 | |||
Schedule of Capitalization, Long-term Debt [Line Items] | |||
Unsecured senior notes | $ 825,000 | $ 825,000 | |
Interest rate, as a percent | 5.875% | 5.875% | 5.875% |
Notes payable Due 2024 to 2028 | |||
Schedule of Capitalization, Long-term Debt [Line Items] | |||
Notes payable | $ 5,529 | $ 6,615 | |
Unamortized discount | $ 903 | $ 1,040 | |
Weighted average interest rate (as a percent) | 8.40% | 8.30% |
Debt - Long-Term Debt Activity
Debt - Long-Term Debt Activity (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 30, 2021 | Oct. 31, 2023 | Jul. 31, 2023 | |
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Short term borrowing | $ 0 | ||
Debt Instrument, Term | 4 years | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 350 | ||
Sublimit, after initial period | 300 | ||
Borrowing base, fixed portion | $ 200 | ||
Additional capacity, percentage applied to accounts receivable | 80% | ||
Additional capacity, percentage applied to inventory | 70% | ||
Revolving Credit Facility | Base Rate | |||
Debt Instrument [Line Items] | |||
Interest rate, as a percent | 0.50% | ||
Revolving Credit Facility | SOFR | |||
Debt Instrument [Line Items] | |||
Interest rate, as a percent | 1% | ||
Revolving Credit Facility | Minimum | SOFR | |||
Debt Instrument [Line Items] | |||
Undrawn funds fee (as a percent) | 0.375% | ||
Revolving Credit Facility | Maximum | SOFR | |||
Debt Instrument [Line Items] | |||
Undrawn funds fee (as a percent) | 0.50% | ||
Eurodollar Loans | Minimum | SOFR | |||
Debt Instrument [Line Items] | |||
Margin added to variable rate (as a percent) | 2.50% | ||
Eurodollar Loans | Maximum | SOFR | |||
Debt Instrument [Line Items] | |||
Margin added to variable rate (as a percent) | 3% | ||
Non-Eurodollar Loans | Minimum | SOFR | |||
Debt Instrument [Line Items] | |||
Margin added to variable rate (as a percent) | 1.50% | ||
Non-Eurodollar Loans | Maximum | SOFR | |||
Debt Instrument [Line Items] | |||
Margin added to variable rate (as a percent) | 2% | ||
Senior Notes 5.375 Percent Due 2026 | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 650 | ||
Interest rate, as a percent | 5.375% | 5.375% | 5.375% |
Senior Notes 5.875 Percent Due 2029 | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 825 | ||
Interest rate, as a percent | 5.875% | 5.875% | 5.875% |
Debt - Covenants and Loss on Ex
Debt - Covenants and Loss on Extinguishment (Details) $ in Millions | 3 Months Ended | ||
Oct. 31, 2023 USD ($) item | Jan. 31, 2023 | Jul. 31, 2022 | |
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Total net leverage ratio | 5 | 5.25 | |
Senior Notes 5.375 Percent Due 2026 And Senior Notes 5.875 Percent Due 2029 | |||
Debt Instrument [Line Items] | |||
Number of quarters for required fixed charge coverage ratio | 4 | ||
Senior Notes 5.375 Percent Due 2026 | |||
Debt Instrument [Line Items] | |||
Number of quarters for required fixed charge coverage ratio | 4 | ||
Minimum | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Interest coverage ratio | 2.50 | ||
Available capacity necessary for cash distributions | $ | $ 50 | ||
Available capacity as percentage of Borrowing Base, necessary for cash distributions | 15% | ||
Maximum | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Secured leverage ratio | 2.50 | ||
Maximum | Senior Notes 5.375 Percent Due 2026 And Senior Notes 5.875 Percent Due 2029 | |||
Debt Instrument [Line Items] | |||
Total net leverage ratio | 5 | ||
Maximum | Senior Notes 5.375 Percent Due 2026 | |||
Debt Instrument [Line Items] | |||
Required fixed charge coverage ratio | 1.75% | ||
Maximum | Debt Covenant, First Specified Period | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Total net leverage ratio | 4.75 | ||
Maximum | Debt Covenant, Fourth Specified Period | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Total net leverage ratio | 4.75 |
Debt - Maturities (Details)
Debt - Maturities (Details) $ in Thousands | Oct. 31, 2023 USD ($) |
Debt | |
2024 | $ 1,368 |
2025 | 2,110 |
2026 | 651,729 |
2027 | 810 |
2028 | 825,415 |
Total long-term debt | $ 1,481,432 |
Debt - Security (Details)
Debt - Security (Details) - USD ($) $ in Millions | Oct. 31, 2023 | Jul. 31, 2023 |
Debt Instrument [Line Items] | ||
Letters of credit outstanding | $ 74 | $ 74 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Available borrowing capacity | 262.9 | |
Letter of Credit [Member] | Assets subject to lien | ||
Debt Instrument [Line Items] | ||
Other Restricted Assets, Noncurrent | $ 74 |
Preferred units - Issuance (Det
Preferred units - Issuance (Details) - USD ($) $ in Millions | Mar. 30, 2021 | Oct. 31, 2023 | Jul. 31, 2023 |
Preferred units | |||
Preferred units issued (in shares) | 700,000 | ||
Preferred Units aggregate initial liquidation preference | $ 700 | ||
Senior preferred units, units outstanding | 700,000 | 700,000 |
Preferred units - Issuer Redemp
Preferred units - Issuer Redemption Right (Details) $ / shares in Units, $ in Millions | Oct. 31, 2023 USD ($) $ / shares |
Preferred units | |
Redemption right price percentage MOIC | 1.47 |
Purchase price per Preferred Units | $ / shares | $ 1,000 |
Redemption right price percentage of IRR | 12.25% |
Basis point added | 150 |
Partial redemption minimum amount | $ | $ 25 |
Preferred units - Investor Rede
Preferred units - Investor Redemption Right (Details) | Oct. 31, 2023 D shares |
Temporary Equity [Line Items] | |
Percentage of preferred units held | 33.30% |
Percentage of preferred units held by initial affiliated purchasers | 25% |
Days for consummation of sale and payment of redemption price in full | D | 180 |
Class B Limited Partner Units | |
Temporary Equity [Line Items] | |
Threshold units outstanding for right to trigger sale | 0 |
Preferred Units | |
Temporary Equity [Line Items] | |
Threshold units outstanding for right to trigger sale | 233,300 |
Preferred Units | Maximum | |
Temporary Equity [Line Items] | |
Threshold units outstanding for right to fully redeem outstanding units in cash | 233,300 |
Preferred units - Distributions
Preferred units - Distributions (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Nov. 15, 2023 | Nov. 15, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | |
Temporary Equity [Line Items] | ||||
Quarterly distribution accrued | $ 18,000 | $ 18,000 | ||
Cash distribution | $ 15,400 | $ 15,300 | 15,610 | 15,580 |
Preferred units additional quarterly distribution accrued | $ 2,600 | $ 2,700 | ||
Cash tax distribution rate | 25% | |||
Tax rate multiplied by estimated taxable income percentage | 0.25% | |||
Additional distribution, percentage of taxable income | 20% | |||
Additional distribution, divisor | 0.8 | |||
Minimum | ||||
Temporary Equity [Line Items] | ||||
Applicable premium distribution rate | 0.75 | |||
Maximum | ||||
Temporary Equity [Line Items] | ||||
Applicable premium distribution rate | 3 | |||
First Five Years After March 30, 2021 | Minimum | ||||
Temporary Equity [Line Items] | ||||
Preferred units distribution rate | 8.956% | |||
First Five Years After March 30, 2021 | Maximum | ||||
Temporary Equity [Line Items] | ||||
Preferred units distribution rate | 11.125% |
Preferred units - Board Rights,
Preferred units - Board Rights, Protective Provisions (Details) | Oct. 31, 2023 USD ($) director shares |
Preferred units | |
Minimum preferred units outstanding to designate director to board by unit holders | shares | 140,000 |
Number of director to the Board permitted to designate by unit holders | director | 1 |
Minimum value outstanding for director appointment | $ | $ 35,000,000 |
Preferred units - Restrictions
Preferred units - Restrictions on Cash Distributions (Details) $ in Millions | Oct. 31, 2023 USD ($) |
Temporary Equity [Line Items] | |
Minimum liquidity | $ 100 |
Period Thereafter | |
Temporary Equity [Line Items] | |
Consolidated net leverage ratio | 7 |
Equity (Deficit) - Reverse Unit
Equity (Deficit) - Reverse Unit Split (Details) - shares | Oct. 31, 2023 | Jul. 31, 2023 |
Class A Limited Partner Units | ||
Limited Partners' Capital Account [Line Items] | ||
Limited partner unitholders, units outstanding | 4,857,605 | 4,857,605 |
Equity (Deficit) - Units Issued
Equity (Deficit) - Units Issued and Redemption (Details) $ / shares in Units, shares in Millions, $ in Millions | Mar. 30, 2021 USD ($) $ / shares shares | Oct. 31, 2023 director |
Limited Partners' Capital Account [Line Items] | ||
Total internal rate of return for redemption | 15.85% | |
Fixed Rate Eight Point Six Two Five Due Two Thousand Twenty | ||
Limited Partners' Capital Account [Line Items] | ||
Aggregate principal amount | $ 357 | |
Interest rate, as a percent | 8.625% | |
Class B Limited Partner Units | ||
Limited Partners' Capital Account [Line Items] | ||
Units issued | shares | 1.3 | |
Distribution ratio | 6 | |
Aggregate distributions before conversion | $ 357 | |
Distribution amount | $ 356 | |
Basis points of internal rate of return for price determination of units redemption | 300 | |
Minimum redemption price per unit | $ / shares | $ 302.08 | |
Option to hold cash period | 6 months | |
Number of independent director to the Board permitted to designate by unit holders | director | 1 | |
Initial Majority Holder of Class B Units Holds At Least 50% of Class B Units | Class B Limited Partner Units | ||
Limited Partners' Capital Account [Line Items] | ||
Additional units issued percentage of requisite units held | 50% | |
Initial Majority Holder of Class B Units Holds Less Than 50% of Class B Units | Class B Limited Partner Units | ||
Limited Partners' Capital Account [Line Items] | ||
Additional units issued percentage of requisite units held | 0.33% |
Equity (Deficit) - Conversion F
Equity (Deficit) - Conversion Factor (Details) | Mar. 30, 2021 |
Post Emergence Year Three | |
Limited Partners' Capital Account [Line Items] | |
Conversion factor | 3.50 |
Post Emergence Year Four | |
Limited Partners' Capital Account [Line Items] | |
Conversion factor | 4 |
Post Emergence Year Five | |
Limited Partners' Capital Account [Line Items] | |
Conversion factor | 5 |
Post Emergence Year Six | |
Limited Partners' Capital Account [Line Items] | |
Conversion factor | 6 |
Post Emergence Year Seven | |
Limited Partners' Capital Account [Line Items] | |
Conversion factor | 7 |
Post Emergence Year Eight | |
Limited Partners' Capital Account [Line Items] | |
Conversion factor | 10 |
Post Emergence Year Nine | |
Limited Partners' Capital Account [Line Items] | |
Conversion factor | 12 |
Post Emergence Year Ten | |
Limited Partners' Capital Account [Line Items] | |
Conversion factor | 25 |
Equity (Deficit) - Limited Part
Equity (Deficit) - Limited Partner Units (Details) - Class A Limited Partner Units - shares | Oct. 31, 2023 | Jul. 31, 2023 |
Capital Unit [Line Items] | ||
Limited partner unitholders, units outstanding | 4,857,605 | 4,857,605 |
James E. Ferrell | ||
Capital Unit [Line Items] | ||
Limited partner unitholders, units outstanding | 238,172 | 238,172 |
Ferrell Companies | ||
Capital Unit [Line Items] | ||
Limited partner unitholders, units outstanding | 1,126,468 | 1,126,468 |
FCI Trading Corp. | ||
Capital Unit [Line Items] | ||
Limited partner unitholders, units outstanding | 9,784 | 9,784 |
Ferrell Propane, Inc. | ||
Capital Unit [Line Items] | ||
Limited partner unitholders, units outstanding | 2,560 | 2,560 |
Public Common Unitholders | ||
Capital Unit [Line Items] | ||
Limited partner unitholders, units outstanding | 3,480,621 | 3,480,621 |
Equity (Deficit) - Ownership (D
Equity (Deficit) - Ownership (Details) - shares | 3 Months Ended | |
Oct. 31, 2023 | Jul. 31, 2023 | |
Capital Unit [Line Items] | ||
Minimum percentage ownership of outstanding common units resulting in non voting of owners | 20% | |
Ferrellgas Partners LP | Ferrell Companies | ||
Capital Unit [Line Items] | ||
Limited partner ownership interest | 23.40% | |
Ferrellgas, L.P | ||
Capital Unit [Line Items] | ||
Limited partner ownership interest | 98% | |
Ferrell Companies | Ferrellgas Partners LP | ||
Capital Unit [Line Items] | ||
Limited partner ownership interest | 23% | |
FCI Trading Corp. | Ferrell Companies | ||
Capital Unit [Line Items] | ||
Limited partner unitholders, units outstanding | 9,784 | |
Ferrell Propane, Inc. | Ferrell Companies | ||
Capital Unit [Line Items] | ||
Limited partner unitholders, units outstanding | 2,560 | |
JEF Capital Management | James E. Ferrell | ||
Capital Unit [Line Items] | ||
Limited partner unitholders, units outstanding | 237,942 | |
Ferrell Resources Holdings, Inc. | Ferrellgas Partners LP | James E. Ferrell | ||
Capital Unit [Line Items] | ||
Limited partner unitholders, units outstanding | 230 | |
Ferrellgas Inc., General Partner | Ferrellgas, L.P | ||
Capital Unit [Line Items] | ||
Limited partner ownership interest | 1.0101% | |
Ferrellgas Partners LP | Ferrellgas, L.P | ||
Capital Unit [Line Items] | ||
Limited partner ownership interest | 99% |
Equity (Deficit) - Paid Distrib
Equity (Deficit) - Paid Distributions (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Common Unitholders | ||
Limited Partners' Capital Account [Line Items] | ||
Distributions paid | $ 49.9 | $ 100 |
Equity (Deficit) - Contribution
Equity (Deficit) - Contributions and AOCI (Details) - USD ($) | 3 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Capital Unit [Line Items] | ||
Contributions in connection with non-cash ESOP compensation charges | $ 720,000 | $ 723,000 |
Ferrellgas Partners LP | ||
Capital Unit [Line Items] | ||
General partner ownership interest | 2% | 2% |
General Partner | ||
Capital Unit [Line Items] | ||
Non-cash contribution | $ 14,000 | $ 14,000 |
Contributions in connection with non-cash ESOP compensation charges | 7,000 | 7,000 |
Ferrellgas, L.P | ||
Capital Unit [Line Items] | ||
Contributions in connection with non-cash ESOP compensation charges | 720,000 | 723,000 |
Ferrellgas, L.P | General Partner | ||
Capital Unit [Line Items] | ||
Contributions in connection with non-cash ESOP compensation charges | $ 7,000 | $ 7,000 |
Ferrellgas Inc., General Partner | Ferrellgas, L.P | ||
Capital Unit [Line Items] | ||
General partner ownership interest | 1.0101% | 1.0101% |
Ferrellgas Inc., General Partner | Ferrellgas Partners LP | ||
Capital Unit [Line Items] | ||
General partner ownership interest | 1% |
Revenue from contracts with c_3
Revenue from contracts with customers (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Oct. 31, 2023 | Oct. 31, 2022 | Jul. 31, 2023 | |
Revenue from contracts with customers | |||
Total revenues | $ 371,013 | $ 413,289 | |
Contract assets and liabilities | |||
Contract assets | 4,771 | $ 10,263 | |
Contract liabilities | |||
Deferred revenue | 59,147 | $ 51,516 | |
Deferred revenue recognized | $ 16,100 | ||
Maximum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-11-01 | |||
Contract liabilities | |||
Remaining performance obligation recognition period | 1 year | ||
Propane And Related Equipment | |||
Revenue from contracts with customers | |||
Total revenues | $ 371,013 | 413,289 | |
Retail Sales To End Users | |||
Revenue from contracts with customers | |||
Total revenues | 227,860 | 265,974 | |
Wholesale Sales To Resellers | |||
Revenue from contracts with customers | |||
Total revenues | 105,523 | 116,014 | |
Other Gas Sales | |||
Revenue from contracts with customers | |||
Total revenues | 5,551 | 3,856 | |
Other | |||
Revenue from contracts with customers | |||
Total revenues | $ 32,079 | $ 27,445 |
Fair value measurements - Asset
Fair value measurements - Assets and Liabilities (Details) - USD ($) $ in Thousands | Oct. 31, 2023 | Jul. 31, 2023 |
Fair value measurements | ||
Commodity derivatives propane swap assets | $ 6,513 | |
Fair Value, Measurements, Recurring | ||
Fair value measurements | ||
Commodity derivatives propane swap assets | 6,513 | $ 12,165 |
Commodity derivatives propane swap liabilities | (15,718) | (11,082) |
Fair Value, Measurements, Recurring | Level 1 | ||
Fair value measurements | ||
Commodity derivatives propane swap assets | 0 | 0 |
Commodity derivatives propane swap liabilities | 0 | 0 |
Fair Value, Measurements, Recurring | Level 2 | ||
Fair value measurements | ||
Commodity derivatives propane swap assets | 6,513 | 12,165 |
Commodity derivatives propane swap liabilities | (15,718) | (11,082) |
Fair Value, Measurements, Recurring | Level 3 | ||
Fair value measurements | ||
Commodity derivatives propane swap assets | 0 | 0 |
Commodity derivatives propane swap liabilities | $ 0 | $ 0 |
Fair value measurements - Other
Fair value measurements - Other Financial Instruments (Details) - USD ($) $ in Millions | Oct. 31, 2023 | Jul. 31, 2023 |
Level 2 | ||
Fair value measurements | ||
Long-term debt, fair value | $ 1,336 | $ 1,318.9 |
Derivative instruments and he_3
Derivative instruments and hedging activities - Balance Sheet (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Oct. 31, 2023 | Oct. 31, 2022 | Jul. 31, 2023 | |
Derivative instruments and hedging activities | |||
Gain (loss) recognized due to ineffectiveness | $ 0 | $ 0 | |
Commodity derivatives propane swap assets | 6,513 | ||
Derivative Asset, Fair Value, Gross Asset | $ 12,165 | ||
Derivative Liability, Fair Value, Gross Liability | 15,718 | 11,082 | |
Price risk management asset | |||
Derivative instruments and hedging activities | |||
Commodity derivatives propane swap assets | 6,465 | 11,966 | |
Other Current Liabilities | |||
Derivative instruments and hedging activities | |||
Commodity derivatives propane swap liabilities | 15,257 | 9,554 | |
Other Assets, Net | |||
Derivative instruments and hedging activities | |||
Commodity derivatives propane swap assets | 48 | 199 | |
Other Liabilities | |||
Derivative instruments and hedging activities | |||
Commodity derivatives propane swap liabilities | $ 461 | $ 1,528 |
Derivative instruments and he_4
Derivative instruments and hedging activities - Margin Balances (Details) - USD ($) $ in Thousands | Oct. 31, 2023 | Jul. 31, 2023 |
Derivative instruments and hedging activities | ||
Derivative Asset, Fair Value of Collateral | $ 14,707 | $ 13,904 |
Derivative Liability, Fair Value of Collateral | 2,436 | 6,972 |
Prepaid Expenses and Other Current Assets | ||
Derivative instruments and hedging activities | ||
Derivative Asset, Fair Value of Collateral | 13,918 | 11,939 |
Other Current Liabilities | ||
Derivative instruments and hedging activities | ||
Derivative Liability, Fair Value of Collateral | 2,424 | 6,972 |
Other Assets, Net | ||
Derivative instruments and hedging activities | ||
Derivative Asset, Fair Value of Collateral | 789 | $ 1,965 |
Other Liabilities | ||
Derivative instruments and hedging activities | ||
Derivative Liability, Fair Value of Collateral | $ 12 |
Derivative instruments and he_5
Derivative instruments and hedging activities - Effect on Comprehensive Income and Change in FV (Details) - Commodity Derivatives Propane - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Derivative instruments and hedging activities | ||
Amount of gain (loss) recognized in AOCI on derivative | $ (13,472) | $ (36,185) |
Amount of gain (loss) reclassified from AOCI into income | (3,184) | |
Cost of Sales | ||
Derivative instruments and hedging activities | ||
Amount of gain (loss) reclassified from AOCI into income | 12,788 | |
Amount of gain (loss) reclassified, ineffective portion | $ 0 | $ 0 |
Derivative instruments and he_6
Derivative instruments and hedging activities - AOCI Rollforward (Details) MMBbls in Millions | 3 Months Ended | |
Oct. 31, 2023 USD ($) MMBbls | Oct. 31, 2022 USD ($) | |
Derivative instruments and hedging activities | ||
Partners' capital balance, beginning | $ (898,791,000) | $ (887,811,000) |
Change in value of risk management commodity derivatives | (13,472,000) | (36,185,000) |
Reclassification of losses (gains) on commodity hedges to cost of sales - propane and other gas liquids sales, net | 3,184,000 | (12,788,000) |
Partners' capital balance, ending | (942,511,000) | (957,069,000) |
Reclassification of net gain to earnings during next 12 months | 8,800,000 | |
Gain (loss) on discontinuation of cash flow hedge due to forecasted transaction probable of not occurring, net | $ 0 | 0 |
Number of barrels of propane covered by cash flow hedges | MMBbls | 2.7 | |
Accumulated Gain (Loss), Cash Flow Hedge, Including Noncontrolling Interest [Member] | ||
Derivative instruments and hedging activities | ||
Partners' capital balance, beginning | $ 1,059,000 | 37,907,000 |
Change in value of risk management commodity derivatives | (13,472,000) | (36,185,000) |
Reclassification of losses (gains) on commodity hedges to cost of sales - propane and other gas liquids sales, net | 3,184,000 | (12,788,000) |
Less: amount attributable to noncontrolling interests | 104,000 | 495,000 |
Partners' capital balance, ending | (9,125,000) | (10,571,000) |
Ferrellgas, L.P | ||
Derivative instruments and hedging activities | ||
Partners' capital balance, beginning | (898,851,000) | (887,826,000) |
Change in value of risk management commodity derivatives | (13,472,000) | (36,185,000) |
Reclassification of losses (gains) on commodity hedges to cost of sales - propane and other gas liquids sales, net | 3,184,000 | (12,788,000) |
Partners' capital balance, ending | (942,553,000) | (957,083,000) |
Ferrellgas, L.P | Accumulated Gain (Loss), Cash Flow Hedge, Including Noncontrolling Interest [Member] | ||
Derivative instruments and hedging activities | ||
Partners' capital balance, beginning | 1,083,000 | 38,307,000 |
Change in value of risk management commodity derivatives | (13,472,000) | (36,185,000) |
Reclassification of losses (gains) on commodity hedges to cost of sales - propane and other gas liquids sales, net | 3,184,000 | (12,788,000) |
Partners' capital balance, ending | $ (9,205,000) | $ (10,666,000) |
Derivative instruments and he_7
Derivative instruments and hedging activities- Credit Risk (Details) | Oct. 31, 2023 USD ($) |
Derivative instruments and hedging activities | |
Maximum loss due to credit risk | $ 0 |
Open derivative contracts with credit risk features | $ 0 |
Transactions with related par_3
Transactions with related parties (Details) $ in Thousands | 3 Months Ended | |
Oct. 31, 2023 USD ($) employee | Oct. 31, 2022 USD ($) | |
Transactions with related parties | ||
Number of employees | employee | 0 | |
Ferrellgas Inc., General Partner | ||
Transactions with related parties | ||
Operating expense | $ 76,859 | $ 68,982 |
General and administrative expense | $ 9,329 | $ 7,870 |
Contingencies and commitments (
Contingencies and commitments (Details) $ in Millions | 3 Months Ended | |
Oct. 31, 2023 USD ($) item | Jul. 31, 2023 USD ($) | |
Lawsuit Related To Sale Of Jamex Transfer Services | ||
Contingencies and commitments | ||
Number of former officers | item | 2 | |
Ferrellgas Partners Finance Corp | ||
Contingencies and commitments | ||
Debt securities outstanding | $ 0 | |
Ferrellgas Finance Corp | Senior Notes 5.375 Percent Due 2026 | ||
Contingencies and commitments | ||
Liability as co-issuer | 650 | $ 650 |
Ferrellgas Finance Corp | Senior Notes 5.875 Percent Due 2029 | ||
Contingencies and commitments | ||
Liability as co-issuer | $ 825 | $ 825 |
Net loss per unitholders' int_3
Net loss per unitholders' interest (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Earnings Distribution Allocation [Line Items] | ||
Net earnings attributable to Ferrellgas Partners, L.P. | $ (17,556) | $ (4,545) |
Less: General partner's interest in net earnings (loss) | (175) | (45) |
Undistributed net earnings (loss) attributable to Class A unitholders | $ (33,632) | (20,751) |
Allocation of earnings to Class B units relative to allocation to Class A units | 6 | |
Preferred Units | ||
Earnings Distribution Allocation [Line Items] | ||
Less: Distributions to preferred unitholders | $ 16,251 | $ 16,251 |
Class A Limited Partner Units | ||
Earnings Distribution Allocation [Line Items] | ||
Weighted average Class A Units outstanding (in thousands) | 4,857,600 | 4,857,600 |
Basic and diluted net earnings (loss) per Class A Unit | $ (6.92) | $ (4.27) |
Class B Limited Partner Units | ||
Earnings Distribution Allocation [Line Items] | ||
Percentage of allocated earnings | 100% |
Subsequent events (Details)
Subsequent events (Details) | 3 Months Ended |
Oct. 31, 2023 | |
Subsequent events | |
Events or transactions | no |
Ferrellgas Partners Finance Corp | |
Subsequent events | |
Events or transactions | no |