UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10‑Q
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended January 31, 2019 |
or
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from to |
Commission file numbers: 001‑11331, 333‑06693, 000‑50182 and 000‑50183
Ferrellgas Partners, L.P.
Ferrellgas Partners Finance Corp.
Ferrellgas, L.P.
Ferrellgas Finance Corp.
(Exact name of registrants as specified in their charters)
Delaware |
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43‑1698480 |
Delaware |
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43‑1742520 |
Delaware |
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43‑1698481 |
Delaware |
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14‑1866671 |
(States or other jurisdictions of incorporation or organization) |
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(I.R.S. Employer Identification Nos.) |
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7500 College Boulevard, |
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66210 |
(Address of principal executive office) |
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(Zip Code) |
Registrants’ telephone number, including area code: (913) 661‑1500
Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes ☒ No ◻
Indicate by check mark whether the registrants have submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrants were required to submit such files). Yes ☒ No ◻
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.
Ferrellgas Partners, L.P.: |
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Large accelerated filer ☐ |
Accelerated filer ☒ |
Non-accelerated filer ☐ |
Smaller reporting company ☐ |
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Emerging growth company ☐ |
Ferrellgas Partners Finance Corp, Ferrellgas, L.P. and Ferrellgas Finance Corp.: |
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Large accelerated filer ☐ |
Accelerated filer ☐ |
Non-accelerated filer ☒ |
Smaller reporting company ☐ |
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Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Ferrellgas Partners, L.P. and Ferrellgas, L.P. ☐
Ferrellgas Partners Finance Corp. and Ferrellgas Finance Corp. ☐
Indicate by check mark whether the registrants are shell companies (as defined in Rule 12b‑2 of the Exchange Act).
Ferrellgas Partners, L.P. and Ferrellgas, L.P. Yes ☐ No ☒
Ferrellgas Partners Finance Corp. and Ferrellgas Finance Corp. Yes ☒ No ☐
At February 28, 2019, the registrants had common units or shares of common stock outstanding as follows:
Ferrellgas Partners, L.P. |
97,152,665 |
Common Units |
Ferrellgas Partners Finance Corp. |
1,000 |
Common Stock |
Ferrellgas, L.P. |
n/a |
n/a |
Ferrellgas Finance Corp. |
1,000 |
Common Stock |
Documents Incorporated by Reference: None
EACH OF FERRELLGAS PARTNERS FINANCE CORP. AND FERRELLGAS FINANCE CORP. MEET THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION
H(1)(A) AND (B) OF FORM 10‑Q AND ARE THEREFORE, WITH RESPECT TO EACH SUCH REGISTRANT, FILING THIS FORM 10‑Q WITH THE REDUCED DISCLOSURE FORMAT.
FERRELLGAS PARTNERS, L.P.
FERRELLGAS PARTNERS FINANCE CORP.
FERRELLGAS, L.P.
FERRELLGAS FINANCE CORP.
1
PART I - FINANCIAL INFORMATION
ITEM 1.FINANCIAL STATEMENTS (unaudited)
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except unit data)
(unaudited)
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January 31, 2019 |
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July 31, 2018 |
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ASSETS |
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Current assets: |
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|
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Cash and cash equivalents |
|
$ |
40,647 |
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$ |
119,311 |
Accounts and notes receivable, net (including $201,717 and $120,079 of accounts receivable pledged as collateral at January 31, 2019 and July 31, 2018, respectively) |
|
|
203,164 |
|
|
126,054 |
Inventories |
|
|
89,784 |
|
|
83,694 |
Prepaid expenses and other current assets |
|
|
36,616 |
|
|
34,862 |
Total current assets |
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370,211 |
|
|
363,921 |
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|
|
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|
|
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Property, plant and equipment, net |
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584,334 |
|
|
557,723 |
Goodwill, net |
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247,478 |
|
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246,098 |
Intangible assets (net of accumulated amortization of $407,795 and $399,629 at January 31, 2019 and July 31, 2018, respectively) |
|
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113,558 |
|
|
120,951 |
Other assets, net |
|
|
72,539 |
|
|
74,588 |
Total assets |
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$ |
1,388,120 |
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$ |
1,363,281 |
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LIABILITIES AND PARTNERS' DEFICIT |
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Current liabilities: |
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Accounts payable |
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$ |
63,639 |
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$ |
46,820 |
Short-term borrowings |
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— |
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|
32,800 |
Collateralized note payable |
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140,000 |
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58,000 |
Other current liabilities |
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147,253 |
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|
142,025 |
Total current liabilities |
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350,892 |
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279,645 |
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Long-term debt |
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2,083,031 |
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2,078,637 |
Other liabilities |
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37,547 |
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39,476 |
Contingencies and commitments (Note K) |
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|
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Partners' deficit: |
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Common unitholders (97,152,665 units outstanding at January 31, 2019 and July 31, 2018) |
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(997,154) |
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(978,503) |
General partner unitholder (989,926 units outstanding at January 31, 2019 and July 31, 2018) |
|
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(69,981) |
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(69,792) |
Accumulated other comprehensive income (loss) |
|
|
(9,049) |
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|
20,510 |
Total Ferrellgas Partners, L.P. partners' deficit |
|
|
(1,076,184) |
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|
(1,027,785) |
Noncontrolling interest |
|
|
(7,166) |
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|
(6,692) |
Total partners' deficit |
|
|
(1,083,350) |
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|
(1,034,477) |
Total liabilities and partners' deficit |
|
$ |
1,388,120 |
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$ |
1,363,281 |
See notes to condensed consolidated financial statements.
2
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)
(unaudited)
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For the three months ended January 31, |
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For the six months ended January 31, |
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2019 |
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2018 |
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2019 |
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2018 |
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Revenues: |
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Propane and other gas liquids sales |
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$ |
550,112 |
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$ |
592,239 |
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$ |
885,078 |
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$ |
894,997 |
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Midstream operations |
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— |
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117,276 |
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— |
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|
238,036 |
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Other |
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23,265 |
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|
45,641 |
|
|
40,608 |
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|
76,778 |
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Total revenues |
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573,377 |
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|
755,156 |
|
|
925,686 |
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1,209,811 |
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Costs and expenses: |
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|
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|
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Cost of sales - propane and other gas liquids sales |
|
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311,531 |
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|
362,918 |
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|
515,667 |
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|
542,433 |
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Cost of sales - midstream operations |
|
|
— |
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107,067 |
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— |
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|
215,192 |
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Cost of sales - other |
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3,422 |
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|
20,787 |
|
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6,469 |
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34,489 |
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Operating expense |
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121,219 |
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123,716 |
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231,550 |
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234,178 |
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Depreciation and amortization expense |
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19,605 |
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25,485 |
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38,597 |
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51,217 |
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General and administrative expense |
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16,342 |
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14,891 |
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30,521 |
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28,055 |
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Equipment lease expense |
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8,415 |
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|
6,954 |
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|
16,278 |
|
|
13,695 |
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Non-cash employee stock ownership plan compensation charge |
|
|
1,944 |
|
|
4,031 |
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|
4,692 |
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|
7,993 |
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Asset impairments |
|
|
— |
|
|
10,005 |
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|
— |
|
|
10,005 |
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Loss on asset sales and disposals |
|
|
2,216 |
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|
39,249 |
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6,720 |
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|
40,144 |
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Operating income |
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88,683 |
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|
40,053 |
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75,192 |
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|
32,410 |
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Interest expense |
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(44,891) |
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|
(42,673) |
|
|
(88,769) |
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(83,480) |
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Other income, net |
|
|
86 |
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|
684 |
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|
105 |
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|
1,195 |
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|
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|
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Earnings (loss) before income taxes |
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43,878 |
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(1,936) |
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(13,472) |
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(49,875) |
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|
|
|
|
|
|
|
|
|
|
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Income tax expense (benefit) |
|
|
3 |
|
|
(162) |
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|
161 |
|
|
215 |
|
|
|
|
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|
|
|
|
|
|
|
|
|
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Net earnings (loss) |
|
|
43,875 |
|
|
(1,774) |
|
|
(13,633) |
|
|
(50,090) |
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|
|
|
|
|
|
|
|
|
|
|
|
|
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Net earnings (loss) attributable to noncontrolling interest |
|
|
531 |
|
|
69 |
|
|
38 |
|
|
(332) |
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|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) attributable to Ferrellgas Partners, L.P. |
|
|
43,344 |
|
|
(1,843) |
|
|
(13,671) |
|
|
(49,758) |
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|
|
|
|
|
|
|
|
|
|
|
|
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Less: General partner's interest in net earnings (loss) |
|
|
433 |
|
|
(19) |
|
|
(137) |
|
|
(498) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Common unitholders' interest in net earnings (loss) |
|
$ |
42,911 |
|
$ |
(1,824) |
|
$ |
(13,534) |
|
$ |
(49,260) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Basic and diluted net earnings (loss) per common unit |
|
$ |
0.44 |
|
$ |
(0.02) |
|
$ |
(0.14) |
|
$ |
(0.51) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash distributions declared per common unit |
|
$ |
— |
|
$ |
0.10 |
|
$ |
— |
|
$ |
0.20 |
|
See notes to condensed consolidated financial statements.
3
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
(unaudited)
|
|
For the three months ended January 31, |
|
For the six months ended January 31, |
|
||||||||
|
|
2019 |
|
2018 |
|
2019 |
|
2018 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) |
|
$ |
43,875 |
|
$ |
(1,774) |
|
$ |
(13,633) |
|
$ |
(50,090) |
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in value of risk management derivatives |
|
|
(21,080) |
|
|
1,072 |
|
|
(29,234) |
|
|
23,521 |
|
Reclassification of (gains) losses on derivatives to earnings, net |
|
|
3,807 |
|
|
(9,743) |
|
|
(626) |
|
|
(13,692) |
|
Other comprehensive income (loss) |
|
|
(17,273) |
|
|
(8,671) |
|
|
(29,860) |
|
|
9,829 |
|
Comprehensive income (loss) |
|
|
26,602 |
|
|
(10,445) |
|
|
(43,493) |
|
|
(40,261) |
|
Less: Comprehensive income (loss) attributable to noncontrolling interest |
|
|
357 |
|
|
(19) |
|
|
(263) |
|
|
(234) |
|
Comprehensive income (loss) attributable to Ferrellgas Partners, L.P. |
|
$ |
26,245 |
|
$ |
(10,426) |
|
$ |
(43,230) |
|
$ |
(40,027) |
|
See notes to condensed consolidated financial statements.
4
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF PARTNERS’ DEFICIT
(in thousands)
(unaudited)
|
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Number of units |
|
|
|
|
|
|
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Accumulated |
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Total Ferrellgas |
|
|
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|
|
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||||
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General |
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General |
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other |
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Partner, L.P. |
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Common |
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Partner |
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Common |
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Partner |
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comprehensive |
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partners’ |
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Non-controlling |
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Total partners’ |
||||||
|
|
unitholders |
|
unitholder |
|
unitholders |
|
unitholder |
|
income (loss) |
|
deficit |
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interest |
|
deficit |
||||||
Balance at July 31, 2018 |
|
97,152.7 |
|
989.9 |
|
$ |
(978,503) |
|
$ |
(69,792) |
|
$ |
20,510 |
|
$ |
(1,027,785) |
|
$ |
(6,692) |
|
$ |
(1,034,477) |
Contributions in connection with non-cash ESOP compensation charges |
|
— |
|
— |
|
|
4,599 |
|
|
46 |
|
|
— |
|
|
4,645 |
|
|
47 |
|
|
4,692 |
Distributions |
|
— |
|
— |
|
|
(9,716) |
|
|
(98) |
|
|
— |
|
|
(9,814) |
|
|
(258) |
|
|
(10,072) |
Net earnings (loss) |
|
— |
|
— |
|
|
(13,534) |
|
|
(137) |
|
|
— |
|
|
(13,671) |
|
|
38 |
|
|
(13,633) |
Other comprehensive loss |
|
— |
|
— |
|
|
— |
|
|
— |
|
|
(29,559) |
|
|
(29,559) |
|
|
(301) |
|
|
(29,860) |
Balance at January 31, 2019 |
|
97,152.7 |
|
989.9 |
|
$ |
(997,154) |
|
$ |
(69,981) |
|
$ |
(9,049) |
|
$ |
(1,076,184) |
|
$ |
(7,166) |
|
$ |
(1,083,350) |
See notes to condensed consolidated financial statements.
5
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
|
|
For the six months ended January 31, |
||||
|
|
2019 |
|
2018 |
||
Cash flows from operating activities: |
|
|
|
|
|
|
Net loss |
|
$ |
(13,633) |
|
$ |
(50,090) |
Reconciliation of net loss to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
Depreciation and amortization expense |
|
|
38,597 |
|
|
51,217 |
Non-cash employee stock ownership plan compensation charge |
|
|
4,692 |
|
|
7,993 |
Asset impairments |
|
|
— |
|
|
10,005 |
Loss on asset sales and disposals |
|
|
6,720 |
|
|
40,144 |
Unrealized gain on derivative instruments |
|
|
— |
|
|
(91) |
Provision for doubtful accounts |
|
|
1,576 |
|
|
1,688 |
Deferred income tax expense |
|
|
141 |
|
|
364 |
Other |
|
|
6,843 |
|
|
4,482 |
Changes in operating assets and liabilities, net of effects from business acquisitions: |
|
|
|
|
|
|
Accounts and notes receivable, net of securitization |
|
|
(78,686) |
|
|
(102,315) |
Inventories |
|
|
(6,090) |
|
|
(17,275) |
Prepaid expenses and other current assets |
|
|
(16,351) |
|
|
(4,682) |
Accounts payable |
|
|
16,441 |
|
|
11,510 |
Accrued interest expense |
|
|
(260) |
|
|
304 |
Other current liabilities |
|
|
(8,944) |
|
|
13,372 |
Other assets and liabilities |
|
|
(6,164) |
|
|
(2,920) |
Net cash used in operating activities |
|
|
(55,118) |
|
|
(36,294) |
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
Business acquisitions, net of cash acquired |
|
|
(5,069) |
|
|
(14,862) |
Capital expenditures |
|
|
(58,330) |
|
|
(35,693) |
Proceeds from sale of assets |
|
|
1,960 |
|
|
4,207 |
Net cash used in investing activities |
|
|
(61,439) |
|
|
(46,348) |
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
Distributions |
|
|
(9,814) |
|
|
(19,627) |
Proceeds from issuance of long-term debt |
|
|
— |
|
|
23,580 |
Payments on long-term debt |
|
|
(1,014) |
|
|
(1,267) |
Net reductions in short-term borrowings |
|
|
(32,800) |
|
|
(7,879) |
Net additions to collateralized short-term borrowings |
|
|
82,000 |
|
|
97,000 |
Cash paid for financing costs |
|
|
(221) |
|
|
(395) |
Noncontrolling interest activity |
|
|
(258) |
|
|
(357) |
Net cash provided by financing activities |
|
|
37,893 |
|
|
91,055 |
|
|
|
|
|
|
|
Net change in cash and cash equivalents |
|
|
(78,664) |
|
|
8,413 |
Cash and cash equivalents - beginning of period |
|
|
119,311 |
|
|
5,760 |
Cash and cash equivalents - end of period |
|
$ |
40,647 |
|
$ |
14,173 |
See notes to condensed consolidated financial statements.
6
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per unit data, unless otherwise designated)
(unaudited)
A. Partnership organization and formation
Ferrellgas Partners, L.P. (“Ferrellgas Partners”) was formed April 19, 1994, and is a publicly traded limited partnership, owning an approximate 99% limited partner interest in Ferrellgas, L.P. (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. Ferrellgas Partners was formed to acquire and hold a limited partner interest in the operating partnership. As of January 31, 2019, Ferrell Companies, Inc. ("Ferrell Companies") beneficially owns 22.8 million Ferrellgas Partners common units. Ferrellgas, Inc. (the "general partner"), a wholly-owned subsidiary of Ferrell Companies, has retained an approximate 1% general partner interest in Ferrellgas Partners and also holds an approximate 1% general partner interest in the operating partnership, representing an effective 2% general partner interest in Ferrellgas on a combined basis. As general partner, it performs all management functions required by Ferrellgas. Unless contractually provided for, creditors of the operating partnership have no recourse with regards to Ferrellgas Partners.
Ferrellgas Partners is a holding entity that conducts no operations and has two subsidiaries, Ferrellgas Partners Finance Corp. and 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 debt issued by Ferrellgas Partners. The operating partnership is the only operating subsidiary of Ferrellgas Partners.
Ferrellgas 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.
Due to seasonality, the results of operations for the six months ended January 31, 2019 are not necessarily indicative of the results to be expected for the full fiscal year ending July 31, 2019.
The condensed consolidated financial statements of Ferrellgas reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the interim periods presented. All adjustments to the condensed consolidated financial statements were of a normal recurring nature. Certain prior period amounts have been reclassified to conform to the current period presentation. The information included in this Quarterly Report on Form 10‑Q should be read in conjunction with (i) the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and (ii) the consolidated financial statements and accompanying notes included in Ferrellgas’ Annual Report on Form 10‑K for fiscal 2018.
7
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 consolidated financial statements include accruals that have been established for contingent liabilities, pending claims and legal actions arising in the normal course of business, useful lives of property, plant and equipment assets, residual values of tanks, capitalization of customer tank installation costs, amortization methods of intangible assets, valuation methods used to value sales returns and allowances, allowance for doubtful accounts, fair value of reporting units, recoverability of long-lived assets, assumptions used to value business combinations, fair values of derivative contracts and stock-based compensation calculations.
(2) New accounting standards:
FASB Accounting Standard Update No. 2014‑09
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update ("ASU") 2014‑09, Revenue from Contracts with Customers (“ASU 2014‑09”). The issuance is part of a joint effort by the FASB and the International Accounting Standards Board ("IASB") to enhance financial reporting by creating common revenue recognition guidance for U.S. GAAP and International Financial Reporting Standards ("IFRS") and, thereby, improving the consistency of requirements, comparability of practices and usefulness of disclosures. Upon adoption, Ferrellgas applied ASU 2014‑09 only to contracts that were not completed, referred to as open contracts.
Ferrellgas adopted ASU 2014‑09 beginning on August 1, 2018 using the modified retrospective method. This method requires that the cumulative effect of initially applying ASU 2014‑09 be recognized in partner’s deficit at the date of adoption, August 1, 2018. ASU 2014‑09 has not materially impacted Ferrellgas’ consolidated financial statements, and as a result there was no cumulative effect to record as of the date of adoption. Results for reporting periods beginning after August 1, 2018 are presented under ASU 2014‑09, while amounts reported for prior periods have not been adjusted and continue to be reported under accounting standards in effect for those periods. See Note G - Revenue from contracts with customers for additional information related to revenues and contract costs, including qualitative and quantitative disclosures required under ASU 2014‑09.
FASB Accounting Standard Update No. 2016‑02
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The new standard requires lessees to apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. An entity may elect the transition relief option in ASU 2018-11, “Leases: Targeted Improvements” which, among other things, provides entities with an option to recognize the cumulative-effect adjustment from the modified retrospective application to the opening balance of retained earnings in the period of adoption and consequently, continue to report comparative periods in compliance with the prior guidance (ASC 840). Ferrellgas expects to elect this additional transition method.
Ferrellgas is continuing to evaluate the impact of its pending adoption of ASU 2016-02 on the consolidated financial statements. Ferrellgas has made significant progress in assessing the impact of the standard and planning for the adoption and implementation. The implementation team has completed initial scoping and is substantially complete in the data gathering process of our current lease portfolio. Ferrellgas is currently performing a completeness assessment over the lease population, analyzing the financial statement impact of adopting the standards, and evaluating the impact of adoption on our existing accounting policies and disclosures. Ferrellgas believes that the adoption of this standard,
8
which will be effective for Ferrellgas August 1, 2019, will result in material increases to right of use assets and lease liabilities on our consolidated balance sheet.
FASB Accounting Standard Update No. 2016‑13
In June 2016, the FASB issued ASU 2016‑13, Financial Instruments - Credit Losses (Topic 326) which requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. This standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. Ferrellgas is currently evaluating the impact of its pending adoption of this standard on the consolidated financial statements.
FASB Accounting Standard Update No. 2017‑12
In August 2017, the FASB issued ASU 2017‑12, Financial Instruments - Derivatives and Hedging (Topic 815) - Targeted Improvements to Accounting for Hedging Activities which is intended to improve the financial reporting for hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements. This standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Ferrellgas is currently evaluating the impact of its pending adoption of this standard on the consolidated financial statements.
FASB Accounting Standard Update No. 2018‑15
In August 2018, the FASB issued ASU 2018‑15, Intangibles - Goodwill and Other - Internal-use Software (Subtopic 350‑40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract which is intended to clarify the accounting for implementation costs related to a cloud computing arrangement that is a service contract. This standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Ferrellgas is currently evaluating the impact of its pending adoption of this standard on the consolidated financial statements.
C. Supplemental financial statement information
Inventories consist of the following:
|
|
January 31, 2019 |
|
July 31, 2018 |
||
Propane gas and related products |
|
$ |
74,964 |
|
$ |
71,180 |
Appliances, parts and supplies, and other |
|
|
14,820 |
|
|
12,514 |
Inventories |
|
$ |
89,784 |
|
$ |
83,694 |
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 January 31, 2019, Ferrellgas had committed, for supply procurement purposes, to take delivery of approximately 14 million gallons of propane at fixed prices.
Other assets, net consist of the following:
|
|
January 31, 2019 |
|
July 31, 2018 |
||
Notes receivable, less current portion |
|
$ |
27,646 |
|
$ |
27,491 |
Other |
|
|
44,893 |
|
|
47,097 |
Other assets, net |
|
$ |
72,539 |
|
$ |
74,588 |
9
Other current liabilities consist of the following:
|
|
January 31, 2019 |
|
July 31, 2018 |
||
Accrued interest |
|
$ |
21,963 |
|
$ |
22,222 |
Customer deposits and advances |
|
|
26,323 |
|
|
22,829 |
Other |
|
|
98,967 |
|
|
96,974 |
Other current liabilities |
|
$ |
147,253 |
|
$ |
142,025 |
Shipping and handling expenses are classified in the following condensed consolidated statements of operations line items:
|
|
For the three months ended January 31, |
|
For the six months ended January 31, |
|
||||||||
|
|
2019 |
|
2018 |
|
2019 |
|
2018 |
|
||||
Operating expense |
|
$ |
60,279 |
|
$ |
54,613 |
|
$ |
107,721 |
|
$ |
97,928 |
|
Depreciation and amortization expense |
|
|
1,389 |
|
|
1,123 |
|
|
2,462 |
|
|
2,235 |
|
Equipment lease expense |
|
|
7,869 |
|
|
6,296 |
|
|
15,388 |
|
|
12,364 |
|
|
|
$ |
69,537 |
|
$ |
62,032 |
|
$ |
125,571 |
|
$ |
112,527 |
|
Certain cash flow and significant non-cash activities are presented below:
|
|
For the six months ended January 31, |
||||
|
|
2019 |
|
2018 |
||
Cash paid for: |
|
|
|
|
|
|
Interest |
|
$ |
82,941 |
|
$ |
78,682 |
Income taxes |
|
$ |
2 |
|
$ |
12 |
Non-cash investing and financing activities: |
|
|
|
|
|
|
Liabilities incurred in connection with acquisitions |
|
$ |
1,174 |
|
$ |
1,508 |
Change in accruals for property, plant and equipment additions |
|
$ |
2,815 |
|
$ |
47 |
A. |
|
D. Accounts and notes receivable, net and accounts receivable securitization
Accounts and notes receivable, net consist of the following:
|
|
January 31, 2019 |
|
July 31, 2018 |
||
Accounts receivable pledged as collateral |
|
$ |
201,717 |
|
$ |
120,079 |
Accounts receivable |
|
|
4,651 |
|
|
8,272 |
Note receivable - current portion |
|
|
126 |
|
|
132 |
Other |
|
|
27 |
|
|
26 |
Less: Allowance for doubtful accounts |
|
|
(3,357) |
|
|
(2,455) |
Accounts and notes receivable, net |
|
$ |
203,164 |
|
$ |
126,054 |
At January 31, 2019, $201.7 million of trade accounts receivable were pledged as collateral against $140.0 million of collateralized notes payable due to a commercial paper conduit. At July 31, 2018, $120.1 million of trade accounts receivable were pledged as collateral against $58.0 million of collateralized notes payable due to the commercial paper conduit. These accounts receivable pledged as collateral are bankruptcy remote from the operating partnership. The operating partnership does not provide any guarantee or similar support to the collectability of these accounts receivable pledged as collateral.
As of January 31, 2019, Ferrellgas had received cash proceeds of $140.0 million from trade accounts receivables securitized, with no remaining capacity to receive additional proceeds or issue letters of credit. As of July 31, 2018,
10
Ferrellgas had received cash proceeds of $58.0 million from trade accounts receivables securitized, with no remaining capacity to receive additional proceeds. Borrowings under the accounts receivable securitization facility had a weighted average interest rate of 5.3% and 5.2% as of January 31, 2019 and July 31, 2018, respectively.
E. Debt
Short-term borrowings
Ferrellgas classifies borrowings on the revolving line of credit portion of its Senior Secured Credit Facility as short-term because they are used to fund working capital needs that management intends to pay down within the twelve month period following the balance sheet date. As of January 31, 2019, there were no amounts classified as short-term borrowings. As of July 31, 2018, $32.8 million was classified as short-term borrowings. For further discussion see the secured credit facility section below.
Secured credit facilities
As of January 31, 2019, the operating partnership had borrowings of $275.0 million under the Term Loan at a rate of 8.27%, which was classified as long-term debt, and no borrowings under the Revolving Facility. As of January 31, 2019, the operating partnership had available borrowing capacity under its Revolving Facility of $196.2 million. As of July 31, 2018, the operating partnership had borrowings of $275.0 million under the Term Loan at a rate of 7.86%, which was classified as long-term debt, and $32.8 million under the Revolving Facility at a rate of 9.75%, which was classified as short-term borrowings. As of July 31, 2018, the operating partnership had available borrowing capacity under its Revolving Facility of $159.3 million.
Letters of credit outstanding at January 31, 2019 and July 31, 2018 totaled $103.8 million and $107.9 million, respectively, and were used to secure insurance arrangements, product purchases and commodity hedges. At January 31, 2019, Ferrellgas had available letter of credit remaining capacity of $21.2 million. At July 31, 2018, Ferrellgas had available letter of credit remaining capacity of $17.1 million.
Debt and interest expense reduction and refinancing strategy
Ferrellgas continues to execute on a strategy to further reduce its debt and interest expense. This strategy included entering into the new Senior Secured Credit Facility and amending its accounts receivable securitization facility in May 2018 and certain asset sales during fiscal 2018. Ferrellgas continues to evaluate its options to address its leverage.
Financial covenants
The indenture governing the outstanding notes of Ferrellgas Partners and the agreements governing the operating partnership’s indebtedness contain various covenants that limit Ferrellgas Partners’ ability and the ability of specified subsidiaries to, among other things, make restricted payments and incur additional indebtedness. The general partner believes that the most restrictive of these covenants are those related to the consolidated fixed charge coverage ratio, as defined in the indenture governing the outstanding notes of Ferrellgas Partners, and the consolidated fixed charge coverage ratio, as defined in the indentures governing the outstanding notes of the operating partnership.
Consolidated fixed charge coverage ratio - Ferrellgas Partners, L.P., the master limited partnership
Under the Ferrellgas Partners indenture, before a restricted payment (as defined in the indenture) can be made by Ferrellgas Partners, Ferrellgas Partners must satisfy a consolidated fixed charge coverage ratio requirement or have unused capacity under a limited exception to the ratio requirement. If Ferrellgas Partners is unable to make restricted payments, Ferrellgas Partners will not have the ability to make distributions to Ferrellgas Partners common unitholders.
The restricted payments covenant requires that, for Ferrellgas Partners to make a restricted payment, the ratio of trailing four quarters EBITDA to interest expense (both as adjusted for certain, specified items) of Ferrellgas Partners be at least 1.75x on a pro forma basis giving effect to the restricted payment and, if applicable, certain other specified events,
11
subject to its ability to make restricted payments under the limited exception described below. If this pro forma ratio is below 1.75x, Ferrellgas Partners may make restricted payments of up to $50.0 million in total over a sixteen quarter period. As of January 31, 2019, the ratio was 1.38x. As a result of distributions paid to common unitholders in September 2017, December 2017, March 2018, June 2018, and September 2018, while this ratio was less than 1.75x, Ferrellgas Partners has used substantially all of its capacity under the limited exception and therefore is currently restricted by this covenant from making future restricted payments, including distributions to common unitholders. Accordingly, no distributions were paid to common unitholders in December 2018 for the three months ended October 31, 2018 and no distributions will be paid for the three months ended January 31, 2019. Unless this indenture is amended or replaced, or our consolidated fixed charge coverage ratio improves to at least 1.75x this covenant will continue to restrict us from making common unit distributions.
Consolidated fixed charge coverage ratio - Ferrellgas, L.P., the operating partnership
Under the operating partnership indentures, before a restricted payment (as defined in the indentures) can be made by the operating partnership to Ferrellgas Partners, the operating partnership must satisfy a consolidated fixed charge coverage ratio requirement or have unused capacity under a limited exception to the ratio requirement. If the operating partnership is unable to make restricted payments, Ferrellgas Partners will not have the ability to make distributions to Ferrellgas Partners common unitholders or make interest payments on Ferrellgas Partners’ unsecured senior notes due 2020.
The restricted payment covenants require that, for the operating partnership to make a restricted payment, the ratio of trailing four quarters EBITDA to interest expense (both as adjusted for certain, specified items) of the operating partnership be at least 1.75x on a pro forma basis giving effect to the restricted payment and, if applicable, certain other specified events, subject to its ability to make restricted payments under the limited exception described below. If this pro forma ratio is below 1.75x, the operating partnership may make restricted payments in limited amounts determined under the indentures. As of January 31, 2019, the ratio was 1.67x. As a result, it’s likely the distribution that will be made by the operating partnership on June 15, 2019 for payment of interest on Ferrellgas Partners’ unsecured senior notes due 2020 will be made from capacity under the limited exception to the ratio requirement. The operating partnership believes that its remaining capacity under the limited exception to the ratio requirement will allow it to make distributions to Ferrellgas Partners sufficient to cover interest payments on Ferrellgas Partners’ unsecured senior notes due 2020 through maturity of those notes.
F. Partners’ deficit
As of January 31, 2019 and July 31, 2018, Ferrellgas Partners limited partner units, which are listed on the New York Stock Exchange under the symbol “FGP,” were beneficially owned by the following:
|
|
January 31, 2019 |
|
July 31, 2018 |
Public common unitholders |
|
69,612,939 |
|
69,612,939 |
Ferrell Companies (1) |
|
22,529,361 |
|
22,529,361 |
FCI Trading Corp. (2) |
|
195,686 |
|
195,686 |
Ferrell Propane, Inc. (3) |
|
51,204 |
|
51,204 |
James E. Ferrell (4) |
|
4,763,475 |
|
4,763,475 |
(1) |
Ferrell Companies is the owner of the general partner and is an approximate 23% direct owner of Ferrellgas Partners’ common units and thus a related party. Ferrell Companies also beneficially owns 195,686 and 51,204 common units of Ferrellgas Partners held by FCI Trading Corp. ("FCI Trading") and Ferrell Propane, Inc. ("Ferrell Propane"), respectively, bringing Ferrell Companies’ beneficial ownership to 23.4% at January 31, 2019. |
(2) |
FCI Trading is an affiliate of the general partner and thus a related party. |
(3) |
Ferrell Propane is controlled by the general partner and thus a related party. |
(4) |
James E. Ferrell is the Interim Chief Executive Officer and President of our general partner; and is the Chairman of the Board of Directors of our general partner and a related party. JEF Capital Management owns 4,758,859 of these common 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 4,616 common units are held by Ferrell Resources |
12
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. |
Partnership distributions
Ferrellgas Partners has recognized the following distributions:
|
|
For the three months ended January 31, |
|
For the six months ended January 31, |
|
||||||||
|
|
2019 |
|
2018 |
|
2019 |
|
2018 |
|
||||
Public common unitholders |
|
$ |
— |
|
$ |
6,962 |
|
$ |
6,962 |
|
$ |
13,923 |
|
Ferrell Companies |
|
|
— |
|
|
2,253 |
|
|
2,253 |
|
|
4,506 |
|
FCI Trading Corp. |
|
|
— |
|
|
20 |
|
|
20 |
|
|
40 |
|
Ferrell Propane, Inc. |
|
|
— |
|
|
5 |
|
|
5 |
|
|
10 |
|
James E. Ferrell |
|
|
— |
|
|
476 |
|
|
476 |
|
|
952 |
|
General partner |
|
|
— |
|
|
98 |
|
|
98 |
|
|
196 |
|
|
|
$ |
— |
|
$ |
9,814 |
|
$ |
9,814 |
|
$ |
19,627 |
|
Ferrellgas Partners paid cash distributions as detailed in the table above. Ferrellgas Partners did not declare a cash distribution related to the three months ended October 31, 2018 or related to the three months ended January 31, 2019. As discussed in Note E – Debt, Ferrellgas Partners was not permitted, pursuant to the consolidated fixed charge coverage ratio under its note indenture, to make restricted payments, including distributions to unitholders.
See additional discussions about transactions with related parties in Note J – Transactions with related parties.
Accumulated other comprehensive income (loss) (“AOCI”)
See Note I – Derivative instruments and hedging activities – for details regarding changes in the fair value of risk management financial derivatives recorded within AOCI for the three and six months ended January 31, 2019 and 2018.
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 concurrent with the issuance of other additional equity.
During the six months ended January 31, 2019, the general partner made non-cash contributions of $0.1 million to Ferrellgas to maintain its effective 2% general partner interest.
During the six months ended January 31, 2018, the general partner made non-cash contributions of $0.2 million to Ferrellgas to maintain its effective 2% general partner interest.
G. Revenue from contracts with customers
Ferrellgas adopted ASU 2014‑09 beginning on August 1, 2018 using the modified retrospective method. Ferrellgas earns revenue from contracts with customers primarily through the distribution of propane, as well as through the sale of propane related equipment and supplies. Revenues from propane and other gas liquids sales are comprised of revenue earned from the delivery of propane to tanks on customers’ premises, delivery of propane filled cylinders to customers, or from the sale of portable propane tanks to nationwide and local retailers and end use customers. Other revenues primarily include sales of appliances and other materials as well as other fees charged to customers. Upon adoption, Ferrellgas applied ASU 2014‑09 only to contracts that were not completed.
13
Contracts with customers
Ferrellgas’ contracts with customers are principally for the bulk delivery of propane to tanks, delivery of propane filled cylinders or the delivery of portable propane tanks to retailers. Ferrellgas sells propane to a wide variety of customers, including residential, industrial/commercial, portable tank exchange, agricultural, wholesale and others. Ferrellgas’ performance obligations in these contracts are generally limited to the delivery of propane thus revenues from these contracts are earned at the time product is delivered or in the case of some of Ferrellgas’ portable tank exchange retailers who have consignment agreements, at the time the tanks are sold to the end use customer. Payment is generally due within 30 days. Revenues from sales of propane are included in Propane and other gas liquids sales on the consolidated statements of operations.
Typically, Ferrellgas bills customers upon delivery and payment is generally due within 30 days. With its residential customers, Ferrellgas offers customers the ability to spread their annual heating costs over a longer period, typically twelve months. Customers who opt to spread their heating costs over a longer period are referred to as “even-pay” customers.
Ferrellgas charges other amounts to customers associated with the delivery of propane including hazardous materials fees and fuel surcharge fees. In some regions, Ferrellgas also sells appliances and related parts and fittings as well as other retail propane related services. Ferrellgas charges on an annual basis tank and equipment rental charges for customers that are using our equipment to store propane. Other revenues associated with deliveries of propane are earned at the time product is delivered. Revenues associated with sales of appliances and other materials or services are earned at the time of delivery or installation. Revenues associated with tank and equipment rentals are generally recognized on a straight-line basis over one year.
Accounting estimates related to recognition of revenue require that Ferrellgas make estimates and assumptions about various factors including credits issued for completed sales, future returns and total consideration payable in instances where we have customer incentives payable to the customer.
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 January 31, |
|
For the six months ended January 31, |
|
||||||||
|
|
2019 |
|
2018 |
|
2019 |
|
2018 |
|
||||
Retail - Sales to End Users |
|
$ |
415,827 |
|
$ |
417,472 |
|
$ |
633,591 |
|
$ |
601,266 |
|
Wholesale - Sales to Resellers |
|
|
115,392 |
|
|
128,654 |
|
|
209,336 |
|
|
227,083 |
|
Other Gas Sales |
|
|
18,893 |
|
|
46,113 |
|
|
42,151 |
|
|
66,648 |
|
Other |
|
|
23,265 |
|
|
45,641 |
|
|
40,608 |
|
|
76,778 |
|
Propane and related equipment revenues |
|
$ |
573,377 |
|
$ |
637,880 |
|
$ |
925,686 |
|
$ |
971,775 |
|
Contract assets and liabilities
Ferrellgas’ performance obligations are generally limited to the delivery of propane for our 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 our revenue is recognized at the time the goods, including propane, are delivered or installed. Ferrellgas offers “even pay” 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
14
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, thus Ferrellgas does not capitalize these costs.
The following table presents the opening and closing balances of our receivables, contract assets, and contract liabilities:
|
|
January 31, 2019 |
|
July 31, 2018 |
||
Accounts receivable |
|
$ |
189,151 |
|
$ |
119,818 |
Contract assets |
|
$ |
18,519 |
|
$ |
8,691 |
Contract liabilities |
|
|
|
|
|
|
Deferred revenue (1) |
|
$ |
35,609 |
|
$ |
29,933 |
(1) |
Of the beginning balance of deferred revenue, $17.1 million was recognized as revenue during the six months ended January 31, 2019. |
Remaining performance obligations
Ferrellgas’ remaining performance obligations are generally limited to situations where its customers have remitted payment but have not yet received deliveries of propane. This most commonly occurs in Ferrellgas’ even pay billing programs and Ferrellgas expects that these balances will be recognized within a year or less as the customer takes delivery of propane.
H. 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 January 31, 2019 and July 31, 2018:
|
|
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 |
||||
January 31, 2019: |
|
|
|
|
|
|
|
|
|
|
|
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
Commodity derivatives |
|
$ |
— |
|
$ |
5,848 |
|
$ |
— |
|
$ |
5,848 |
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
Commodity derivatives |
|
$ |
— |
|
$ |
(15,148) |
|
$ |
— |
|
$ |
(15,148) |
|
|
|
|
|
|
|
|
|
|
|
|
|
July 31, 2018: |
|
|
|
|
|
|
|
|
|
|
|
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
Commodity derivatives |
|
$ |
— |
|
$ |
22,470 |
|
$ |
— |
|
$ |
22,470 |
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
Commodity derivatives |
|
$ |
— |
|
$ |
(1,910) |
|
$ |
— |
|
$ |
(1,910) |
15
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.
Other financial instruments
The carrying amounts of other financial instruments included in current assets and current liabilities (except for current maturities of long-term debt) approximate their fair values because of their short-term nature. The estimated fair value of various note receivable financial instruments classified in "Other assets, net" on the condensed consolidated balance sheets, are approximately $24.2 million, or $3.4 million less than their carrying amount as of January 31, 2019. The estimated fair values of these notes receivable were calculated using a discounted cash flow method which relied on significant unobservable inputs. At January 31, 2019 and July 31, 2018, the estimated fair value of Ferrellgas’ long-term debt instruments was $1,825.1 million and $1,935.1 million, respectively. Ferrellgas estimates the fair value of long-term debt based on quoted market prices. The fair value of our 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.
I. 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. Prior to the sale of Bridger Energy, LLC in January 2018, all other commodity derivative instruments were neither qualified nor were designated as cash flow hedges, therefore, changes in their fair value were recorded currently in earnings. Ferrellgas also periodically utilizes derivative instruments to manage its exposure to fluctuations in interest rates.
Derivative instruments and hedging activity
During the six months ended January 31, 2019 and 2018, 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 in Ferrellgas’ condensed consolidated balance sheets as of January 31, 2019 and July 31, 2018:
|
|
January 31, 2019 |
||||||||
|
|
Asset Derivatives |
|
Liability Derivatives |
||||||
Derivative Instrument |
|
Location |
|
Fair value |
|
Location |
|
Fair value |
||
Derivatives designated as hedging instruments |
|
|
|
|
|
|
|
|
|
|
Commodity derivatives-propane |
|
Prepaid expenses and other current assets |
|
$ |
5,408 |
|
Other current liabilities |
|
$ |
13,859 |
Commodity derivatives-propane |
|
Other assets, net |
|
|
440 |
|
Other liabilities |
|
|
1,289 |
|
|
Total |
|
$ |
5,848 |
|
Total |
|
$ |
15,148 |
16
|
|
July 31, 2018 |
||||||||
|
|
Asset Derivatives |
|
Liability Derivatives |
||||||
Derivative Instrument |
|
Location |
|
Fair value |
|
Location |
|
Fair value |
||
Derivatives designated as hedging instruments |
|
|
|
|
|
|
|
|
|
|
Commodity derivatives-propane |
|
Prepaid expenses and other current assets |
|
$ |
17,123 |
|
Other current liabilities |
|
$ |
1,832 |
Commodity derivatives-propane |
|
Other assets, net |
|
|
5,347 |
|
Other liabilities |
|
|
78 |
|
|
Total |
|
$ |
22,470 |
|
Total |
|
$ |
1,910 |
Ferrellgas’ exchange traded commodity derivative contracts require 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 January 31, 2019 and July 31, 2018, respectively:
|
|
January 31, 2019 |
||||||||
|
|
Assets |
|
Liabilities |
||||||
Description |
|
Location |
|
Amount |
|
Location |
|
Amount |
||
Margin Balances |
|
Prepaid expense and other current assets |
|
$ |
10,977 |
|
Other current liabilities |
|
$ |
1,734 |
|
|
Other assets, net |
|
|
2,617 |
|
Other liabilities |
|
|
3 |
|
|
|
|
$ |
13,594 |
|
|
|
$ |
1,737 |
|
|
July 31, 2018 |
||||||||
|
|
Assets |
|
Liabilities |
||||||
Description |
|
Location |
|
Amount |
|
Location |
|
Amount |
||
Margin Balances |
|
Prepaid expense and other current assets |
|
$ |
2,851 |
|
Other current liabilities |
|
$ |
12,308 |
|
|
Other assets, net |
|
|
927 |
|
Other liabilities |
|
|
4,235 |
|
|
|
|
$ |
3,778 |
|
|
|
$ |
16,543 |
The following table provides a summary of the effect on Ferrellgas’ condensed consolidated statements of operations for the three and six months ended January 31, 2019 and 2018 due to derivatives that were designated as fair value hedging instruments:
|
|
|
|
|
|
Amount of Interest Expense |
||||||||
|
|
|
|
Amount of Gain Recognized on |
|
Recognized on Fixed-Rated Debt |
||||||||
|
|
Location of Gain |
|
Derivative |
|
(Related Hedged Item) |
||||||||
|
|
Recognized on |
|
For the three months ended January 31, |
|
For the three months ended January 31, |
||||||||
Derivative Instrument |
|
Derivative |
|
2019 |
|
2018 |
|
2019 |
|
2018 |
||||
Interest rate swap agreements |
|
Interest expense |
|
$ |
— |
|
$ |
88 |
|
$ |
— |
|
$ |
(2,275) |
|
|
|
|
|
|
Amount of Interest Expense |
||||||||
|
|
|
|
Amount of Gain Recognized on |
|
Recognized on Fixed-Rated Debt |
||||||||
|
|
Location of Amounts |
|
Derivative |
|
(Related Hedged Item) |
||||||||
|
|
Recognized on |
|
For the six months ended January 31, |
|
For the six months ended January 31, |
||||||||
Derivative Instrument |
|
Derivative |
|
2019 |
|
2018 |
|
2019 |
|
2018 |
||||
Interest rate swap agreements |
|
Interest expense |
|
$ |
— |
|
$ |
226 |
|
$ |
— |
|
$ |
(4,550) |
17
The following tables provide a summary of the effect on Ferrellgas’ condensed consolidated statements of comprehensive income (loss) for the three and six months ended January 31, 2019 and 2018 due to derivatives designated as cash flow hedging instruments:
|
|
For the three months ended January 31, 2019 |
|||||||||
|
|
|
|
|
|
|
Amount of Gain (Loss) |
||||
|
|
Amount of Gain |
|
Location of Gain (Loss) |
|
Reclassified from |
|||||
|
|
(Loss) Recognized in |
|
Reclassified from |
|
AOCI into Income |
|||||
Derivative Instrument |
|
AOCI |
|
AOCI into Income |
|
Effective portion |
|
Ineffective portion |
|||
Commodity derivatives |
|
$ |
(21,080) |
|
Cost of product sold- propane and other gas liquids sales |
|
$ |
3,807 |
|
$ |
— |
|
|
$ |
(21,080) |
|
|
|
$ |
3,807 |
|
$ |
— |
|
|
For the three months ended January 31, 2018 |
|||||||||
|
|
|
|
|
|
Amount of Gain (Loss) |
|||||
|
|
Amount of Gain (Loss) |
|
Location of Gain (Loss) |
|
Reclassified from |
|||||
|
|
Recognized in |
|
Reclassified from |
|
AOCI into Income |
|||||
Derivative Instrument |
|
AOCI |
|
AOCI into Income |
|
Effective portion |
|
Ineffective portion |
|||
Commodity derivatives |
|
$ |
960 |
|
Cost of sales-propane and other gas liquids sales |
|
$ |
9,886 |
|
$ |
— |
Interest rate swap agreements |
|
|
112 |
|
Interest expense |
|
|
(143) |
|
|
— |
|
|
$ |
1,072 |
|
|
|
$ |
9,743 |
|
$ |
— |
|
|
For the six months ended January 31, 2019 |
|||||||||
|
|
|
|
|
|
Amount of Gain (Loss) |
|||||
|
|
Amount of Gain (Loss) |
|
Location of Gain (Loss) |
|
Reclassified from |
|||||
|
|
Recognized in |
|
Reclassified from |
|
AOCI into Income |
|||||
Derivative Instrument |
|
AOCI |
|
AOCI into Income |
|
Effective portion |
|
Ineffective portion |
|||
Commodity derivatives |
|
$ |
(29,234) |
|
Cost of sales-propane and other gas liquids sales |
|
$ |
(626) |
|
$ |
— |
|
|
$ |
(29,234) |
|
|
|
$ |
(626) |
|
$ |
— |
|
|
For the six months ended January 31, 2018 |
|||||||||
|
|
|
|
|
|
Amount of Gain (Loss) |
|||||
|
|
Amount of Gain (Loss) |
|
Location of Gain (Loss) |
|
Reclassified from |
|||||
|
|
Recognized in |
|
Reclassified from |
|
AOCI into Income |
|||||
Derivative Instrument |
|
AOCI |
|
AOCI into Income |
|
Effective portion |
|
Ineffective portion |
|||
Commodity derivatives |
|
$ |
23,283 |
|
Cost of product sold- propane and other gas liquids sales |
|
$ |
14,018 |
|
$ |
— |
Interest rate swap agreements |
|
|
238 |
|
Interest expense |
|
|
(326) |
|
|
— |
|
|
$ |
23,521 |
|
|
|
$ |
13,692 |
|
$ |
— |
The following table provides a summary of the effect on Ferrellgas’ condensed consolidated statements of operations for the three and six months ended January 31, 2019 and 2018 due to the change in fair value of derivatives not designated as hedging instruments:
|
|
For the three months ended January 31, 2019 |
|||
|
|
Amount of Gain (Loss) |
|
Location of Gain (Loss) |
|
Derivatives Not Designated as Hedging Instruments |
|
Recognized in Income |
|
Reclassified in Income |
|
Commodity derivatives - crude oil |
|
$ |
— |
|
Cost of sales - midstream operations |
18
|
|
For the three months ended January 31, 2018 |
|||
|
|
Amount of Gain (Loss) |
|
Location of Gain (Loss) |
|
Derivatives Not Designated as Hedging Instruments |
|
Recognized in Income |
|
Reclassified in Income |
|
Commodity derivatives - crude oil |
|
$ |
(2,080) |
|
Cost of sales - midstream operations |
|
|
For the six months ended January 31, 2019 |
|||
|
|
Amount of Gain (Loss) |
|
Location of Gain (Loss) |
|
Derivatives Not Designated as Hedging Instruments |
|
Recognized in Income |
|
Reclassified in Income |
|
Commodity derivatives - crude oil |
|
$ |
— |
|
Cost of sales - midstream operations |
|
|
For the six months ended January 31, 2018 |
|||
|
|
Amount of Gain (Loss) |
|
Location of Gain (Loss) |
|
Derivatives Not Designated as Hedging Instruments |
|
Recognized in Income |
|
Reclassified in Income |
|
Commodity derivatives - crude oil |
|
$ |
(3,470) |
|
Cost of sales - midstream operations |
The changes in derivatives included in AOCI for the six months ended January 31, 2019 and 2018 were as follows:
|
|
For the six months ended January 31, |
||||
Gains and losses on derivatives included in AOCI |
|
2019 |
|
2018 |
||
Beginning balance |
|
$ |
20,560 |
|
$ |
14,648 |
Change in value of risk management commodity derivatives |
|
|
(29,234) |
|
|
23,283 |
Reclassification of gains on commodity hedges to cost of sales - propane and other gas liquids sales, net |
|
|
(626) |
|
|
(14,018) |
Change in value of risk management interest rate derivatives |
|
|
— |
|
|
238 |
Reclassification of losses on interest rate hedges to interest expense |
|
|
— |
|
|
326 |
Ending balance |
|
$ |
(9,300) |
|
$ |
24,477 |
Ferrellgas expects to reclassify net losses related to the risk management commodity derivatives of approximately $8.5 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 sales exception.
During the six months ended January 31, 2019 and 2018, 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 January 31, 2019, Ferrellgas had financial derivative contracts covering 3.9 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 January 31, 2019, the maximum amount of loss due to credit risk that Ferrellgas would incur is $0.5 million, which is based upon the gross fair values of the derivative financial instruments.
19
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 January 31, 2019.
J. 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 the general partner in connection with operating Ferrellgas’ business. These costs primarily include compensation and benefits paid to employees of the general partner who perform services on Ferrellgas’ behalf and are reported in the condensed consolidated statements of operations as follows:
|
|
For the three months ended January 31, |
|
For the six months ended January 31, |
|
||||||||
|
|
2019 |
|
2018 |
|
2019 |
|
2018 |
|
||||
Operating expense |
|
$ |
69,285 |
|
$ |
65,291 |
|
$ |
129,243 |
|
$ |
122,642 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative expense |
|
$ |
7,197 |
|
$ |
8,422 |
|
$ |
13,309 |
|
$ |
15,930 |
|
See additional discussions about transactions with the general partner and related parties in Note F – Partners’ deficit.
K. 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, Ferrellgas can be threatened with or named as a defendant in various lawsuits arising in the ordinary course of business. Other than as discussed below, Ferrellgas is 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 the consolidated financial condition, results of operations and cash flows of Ferrellgas.
Ferrellgas has been named as a defendant, along with a competitor, in putative class action lawsuits filed in multiple jurisdictions. The lawsuits, which were consolidated in the Western District of Missouri on October 16, 2014, allege that Ferrellgas and a competitor coordinated in 2008 to reduce the fill level in barbeque cylinders and combined to persuade a common customer to accept that fill reduction, resulting in increased cylinder costs to direct customers and end-user customers in violation of federal and certain state antitrust laws. The lawsuits seek treble damages, attorneys’ fees, injunctive relief and costs on behalf of the putative class. These lawsuits have been consolidated into one case by a multidistrict litigation panel. The Federal Court for the Western District of Missouri initially dismissed all claims brought by direct and indirect customers other than state law claims of indirect customers under Wisconsin, Maine and Vermont law. The direct customer plaintiffs filed an appeal, which resulted in a reversal of the district court’s dismissal. We filed a petition for a writ of certiorari which was denied. An appeal by the indirect customer plaintiffs resulted in the court of appeals affirming the dismissal of the federal claims and remanding the case to the district court to decide whether to exercise supplemental jurisdiction over the remaining state law claims. Ferrellgas believes it has strong defenses to the claims and intends to vigorously defend against the consolidated case. Ferrellgas does not believe loss is probable or reasonably estimable at this time related to the putative class action lawsuit.
Ferrellgas has been named, along with several former officers, in several class action lawsuits alleging violations of certain securities laws based on alleged materially false and misleading statements in certain of our public disclosures. The lawsuits, the first of which was filed on October 6, 2016 in the Southern District of New York, seek unspecified compensatory damages. Derivative lawsuits with similar allegations have been filed naming Ferrellgas and several
20
current and former officers and directors as defendants. On April 2, 2018, the securities class action lawsuits were dismissed with prejudice. On April 30, 2018, the plaintiffs filed a notice of appeal to the United States Court of Appeals for the Second Circuit. The parties have completed briefing and are preparing for oral argument. At this time the derivative lawsuits remain stayed by agreement. Ferrellgas believes that it has defenses and will vigorously defend these cases. Ferrellgas does not believe loss is probable or reasonably estimable at this time related to the putative class action lawsuits or the derivative actions.
Ferrellgas and Bridger Logistics, LLC, have been named, along with two former officers, in a lawsuit filed by Eddystone Rail Company ("Eddystone") on February 2, 2017 in the Eastern District of Pennsylvania (the "EDPA Lawsuit"). Eddystone indicated that it has prevailed or settled an arbitration against Jamex Transfer Services (“JTS”), then named Bridger Transfer Services, a former subsidiary of Bridger Logistics, LLC (“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 under the arbitration. Eddystone also alleges that JTS was an “alter ego” of Bridger and Ferrellgas. Ferrellgas believes that Ferrellgas and Bridger have valid defenses to these claims and to Eddystone’s primary claim against JTS on the contract claim. The lawsuit does not specify a specific amount of damages that Eddystone is seeking; however, Ferrellgas believes that the amount of such damage claims, if ultimately owed to Eddystone, could be material to Ferrellgas. Ferrellgas intends to vigorously defend this claim. The lawsuit is in its early stages; as such, management does not currently believe a loss is probable or reasonably estimable at this time. On August 24, 2017, Ferrellgas filed a third-party complaint against JTS, Jamex Transfer Holdings, and other related persons and entities (the "Third-Party Defendants"), asserting claims for breach of contract, indemnification of any losses in the EDPA Lawsuit, tortious interference with contract, and contribution. On June 25, 2018, Ferrellgas entered into an agreement with the Third-Party Defendants which, among other things, resulted in a dismissal of the claims against the Third-Party Defendants from the lawsuit. On January 25, 2019, Ferrellgas, Bridger Logistics, LLC and all other defendants filed a Motion to Dismiss Plaintiff’s First Amended Complaint for Lack of Subject Matter Jurisdiction.
L. Net earnings (loss) per common unit
Below is a calculation of the basic and diluted net earnings (loss) per common unit in the condensed consolidated statements of operations for the periods indicated. Ferrellgas calculates net earnings (loss) per common unit for each period presented according to distributions declared and participation rights in undistributed earnings, as if all of the earnings or loss for the period had been distributed according to the incentive distribution rights in the Ferrellgas partnership agreement. Due to the seasonality of the propane business, the dilutive effect of the two-class method typically impacts only the three months ending January 31. In periods with undistributed earnings above certain levels, the calculation according to the two-class method results in an increased allocation of undistributed earnings to the general partner and a dilution of the earnings to the limited partners as follows:
|
|
Ratio of total distributions payable to: |
|
||
Quarterly distribution per common unit |
|
Common unitholder |
|
General partner |
|
$0.56 to $0.63 |
|
86.9 |
% |
13.1 |
% |
$0.64 to $0.82 |
|
76.8 |
% |
23.2 |
% |
$0.83 and above |
|
51.5 |
% |
48.5 |
% |
There was no dilutive effect resulting from this method based on basic and diluted net earnings (loss) per common unit for the three and six months ended January 31, 2019 or 2018.
In periods with net losses, the allocation of the net losses to the limited partners and the general partner will be determined based on the same allocation basis specified in Ferrellgas Partners’ partnership agreement that would apply to periods in which there were no undistributed earnings. Additionally, there are no dilutive securities in periods with net losses.
21
|
|
For the three months ended January 31, |
|
For the six months ended January 31, |
|
||||||||
|
|
2019 |
|
2018 |
|
2019 |
|
2018 |
|
||||
|
|
(in thousands, except per common unit amounts) |
|
||||||||||
Common unitholders’ interest in net earnings (loss) |
|
$ |
42,911 |
|
$ |
(1,824) |
|
$ |
(13,534) |
|
$ |
(49,260) |
|
Weighted average common units outstanding (in thousands) |
|
|
97,152.7 |
|
|
97,152.7 |
|
|
97,152.7 |
|
|
97,152.7 |
|
Basic and diluted net earnings (loss) per common unit |
|
$ |
0.44 |
|
$ |
(0.02) |
|
$ |
(0.14) |
|
$ |
(0.51) |
|
B. |
|
C. |
|
M. Segment reporting
As of January 31, 2019, Ferrellgas has one reportable operating segment: propane operations and related equipment sales. All remaining activities are included in Corporate and other.
Following is a summary of segment information for the three and six months ended January 31, 2019 and 2018:
|
|
Three months ended January 31, 2019 |
|||||||
|
|
Propane operations |
|
|
|
|
|
|
|
|
|
and related equipment |
|
Corporate and |
|
|
|
||
|
|
sales |
|
other |
|
Total |
|||
Segment revenues |
|
$ |
573,377 |
|
$ |
— |
|
$ |
573,377 |
Direct costs (1) |
|
|
443,533 |
|
|
10,188 |
|
|
453,721 |
Adjusted EBITDA |
|
$ |
129,844 |
|
$ |
(10,188) |
|
$ |
119,656 |
|
|
Three months ended January 31, 2018 |
|||||||
|
|
Propane operations |
|
|
|
|
|
|
|
|
|
and related equipment |
|
Corporate and |
|
|
|
||
|
|
sales |
|
other |
|
Total |
|||
Segment revenues |
|
$ |
637,880 |
|
$ |
117,276 |
|
$ |
755,156 |
Direct costs (1) |
|
|
507,386 |
|
|
127,143 |
|
|
634,529 |
Adjusted EBITDA |
|
$ |
130,494 |
|
$ |
(9,867) |
|
$ |
120,627 |
|
|
Six months ended January 31, 2019 |
|||||||
|
|
Propane operations |
|
|
|
|
|
|
|
|
|
and related equipment |
|
Corporate and |
|
|
|
||
|
|
sales |
|
other |
|
Total |
|||
Segment revenues |
|
$ |
925,686 |
|
$ |
— |
|
$ |
925,686 |
Direct costs (1) |
|
|
767,127 |
|
|
21,062 |
|
|
788,189 |
Adjusted EBITDA |
|
$ |
158,559 |
|
$ |
(21,062) |
|
$ |
137,497 |
|
|
Six months ended January 31, 2018 |
|||||||
|
|
Propane operations |
|
|
|
|
|
|
|
|
|
and related equipment |
|
Corporate and |
|
|
|
||
|
|
sales |
|
other |
|
Total |
|||
Segment revenues |
|
$ |
971,775 |
|
$ |
238,036 |
|
$ |
1,209,811 |
Direct costs (1) |
|
|
810,715 |
|
|
252,253 |
|
|
1,062,968 |
Adjusted EBITDA |
|
$ |
161,060 |
|
$ |
(14,217) |
|
$ |
146,843 |
(1) |
Direct costs are comprised of "cost of sales-propane and other gas liquids sales", "cost of sales- midstream operations", "cost of sales-other", "operating expense", "general and administrative expense", and "equipment lease expense" less "severance charge", "legal fees and settlements", "unrealized (non-cash) losses on changes in fair value of derivatives not designated as hedging instruments" and "multi-employer pension plan withdrawal settlement". |
22
Following is a reconciliation of Ferrellgas’ total segment performance measure to condensed consolidated net loss:
|
|
Three months ended January 31, |
|
Six months ended January 31, |
|
||||||||
|
|
2019 |
|
2018 |
|
2019 |
|
2018 |
|
||||
Net earnings (loss) attributable to Ferrellgas Partners, L.P. |
|
$ |
43,344 |
|
$ |
(1,843) |
|
$ |
(13,671) |
|
$ |
(49,758) |
|
Income tax expense (benefit) |
|
|
3 |
|
|
(162) |
|
|
161 |
|
|
215 |
|
Interest expense |
|
|
44,891 |
|
|
42,673 |
|
|
88,769 |
|
|
83,480 |
|
Depreciation and amortization expense |
|
|
19,605 |
|
|
25,485 |
|
|
38,597 |
|
|
51,217 |
|
EBITDA |
|
|
107,843 |
|
|
66,153 |
|
|
113,856 |
|
|
85,154 |
|
Non-cash employee stock ownership plan compensation charge |
|
|
1,944 |
|
|
4,031 |
|
|
4,692 |
|
|
7,993 |
|
Asset impairments |
|
|
— |
|
|
10,005 |
|
|
— |
|
|
10,005 |
|
Loss on asset sales and disposals |
|
|
2,216 |
|
|
39,249 |
|
|
6,720 |
|
|
40,144 |
|
Other income, net |
|
|
(86) |
|
|
(684) |
|
|
(105) |
|
|
(1,195) |
|
Severance costs |
|
|
1,600 |
|
|
— |
|
|
1,600 |
|
|
1,663 |
|
Legal fees and settlements |
|
|
5,608 |
|
|
2,118 |
|
|
9,172 |
|
|
2,118 |
|
Unrealized (non-cash) loss on changes in fair value of derivatives not designated as hedging instruments |
|
|
— |
|
|
(314) |
|
|
— |
|
|
1,293 |
|
Multi-employer pension plan withdrawal settlement |
|
|
— |
|
|
— |
|
|
1,524 |
|
|
— |
|
Net earnings (loss) attributable to noncontrolling interest |
|
|
531 |
|
|
69 |
|
|
38 |
|
|
(332) |
|
Adjusted EBITDA |
|
$ |
119,656 |
|
$ |
120,627 |
|
$ |
137,497 |
|
$ |
146,843 |
|
Following are total assets by segment:
Assets |
|
January 31, 2019 |
|
July 31, 2018 |
||
Propane operations and related equipment sales |
|
$ |
1,315,233 |
|
$ |
1,196,084 |
Corporate and other |
|
|
72,887 |
|
|
167,197 |
Total consolidated assets |
|
$ |
1,388,120 |
|
$ |
1,363,281 |
Following are capital expenditures by segment:
|
|
Six months ended January 31, 2019 |
|||||||
|
|
Propane operations and |
|
|
|
|
|
|
|
|
|
related equipment sales |
|
Corporate and other |
|
Total |
|||
Capital expenditures: |
|
|
|
|
|
|
|
|
|
Maintenance |
|
$ |
31,460 |
|
$ |
549 |
|
$ |
32,009 |
Growth |
|
|
23,316 |
|
|
— |
|
|
23,316 |
Total |
|
$ |
54,776 |
|
$ |
549 |
|
$ |
55,325 |
|
|
Six months ended January 31, 2018 |
|||||||
|
|
Propane operations and |
|
|
|
|
|
|
|
|
|
related equipment sales |
|
Corporate and other |
|
Total |
|||
Capital expenditures: |
|
|
|
|
|
|
|
|
|
Maintenance |
|
$ |
12,016 |
|
$ |
1,427 |
|
$ |
13,443 |
Growth |
|
|
18,311 |
|
|
1,013 |
|
|
19,324 |
Total |
|
$ |
30,327 |
|
$ |
2,440 |
|
$ |
32,767 |
23
N. Subsequent events
Ferrellgas 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 require recognition or disclosure in its condensed consolidated financial statements.
24
FERRELLGAS PARTNERS FINANCE CORP.
(a wholly-owned subsidiary of Ferrellgas Partners, L.P.)
(unaudited)
|
|
January 31, 2019 |
|
July 31, 2018 |
||
ASSETS |
|
|
|
|
|
|
Cash |
|
$ |
1,000 |
|
$ |
1,000 |
Prepaid expenses and other current assets |
|
|
— |
|
|
1,850 |
Total assets |
|
$ |
1,000 |
|
$ |
2,850 |
|
|
|
|
|
|
|
Contingencies and commitments (Note B) |
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDER’S EQUITY |
|
|
|
|
|
|
Common stock, $1.00 par value; 2,000 shares authorized; 1,000 shares issued and outstanding |
|
$ |
1,000 |
|
$ |
1,000 |
Additional paid in capital |
|
|
29,111 |
|
|
29,020 |
Accumulated deficit |
|
|
(29,111) |
|
|
(27,170) |
Total stockholder’s equity |
|
$ |
1,000 |
|
$ |
2,850 |
See notes to condensed financial statements.
25
FERRELLGAS PARTNERS FINANCE CORP.
(a wholly-owned subsidiary of Ferrellgas Partners, L.P.)
CONDENSED STATEMENTS OF OPERATIONS
(unaudited)
|
|
For the three months ended January 31, |
|
For the six months ended January 31, |
|
||||||||
|
|
2019 |
|
2018 |
|
2019 |
|
2018 |
|
||||
General and administrative expense |
|
$ |
1,941 |
|
$ |
225 |
|
$ |
1,941 |
|
$ |
275 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(1,941) |
|
$ |
(225) |
|
$ |
(1,941) |
|
$ |
(275) |
|
See notes to condensed financial statements.
26
FERRELLGAS PARTNERS FINANCE CORP.
(a wholly-owned subsidiary of Ferrellgas Partners, L.P.)
CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)
|
|
For the six months ended January 31, |
||||
|
|
2019 |
|
2018 |
||
Cash flows from operating activities: |
|
|
|
|
|
|
Net loss |
|
$ |
(1,941) |
|
$ |
(275) |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
Prepaid expenses and other current assets |
|
|
1,850 |
|
|
— |
Cash used in operating activities |
|
|
(91) |
|
|
(275) |
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
Capital contribution |
|
|
91 |
|
|
275 |
Cash provided by financing activities |
|
|
91 |
|
|
275 |
|
|
|
|
|
|
|
Net change in cash |
|
|
— |
|
|
— |
Cash - beginning of period |
|
|
1,000 |
|
|
1,000 |
Cash - end of period |
|
$ |
1,000 |
|
$ |
1,000 |
See notes to condensed financial statements.
27
FERRELLGAS PARTNERS FINANCE CORP.
(a wholly-owned subsidiary of Ferrellgas Partners, L.P.)
(unaudited)
NOTES TO CONDENSED FINANCIAL STATEMENTS
A. Formation
Ferrellgas Partners Finance Corp. (the “Finance Corp.”), a Delaware corporation, was formed on March 28, 1996 and is a wholly-owned subsidiary of Ferrellgas Partners, L.P. (the “Partnership”).
The condensed financial statements 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 financial statements were of a normal recurring nature.
The Finance Corp. has nominal assets, does not conduct any operations and has no employees.
B. Contingencies and commitments
The Finance Corp. serves as co-issuer and co-obligor for debt securities of the Partnership.
The indenture governing the senior unsecured notes contains various restrictive covenants applicable to the Partnership and its subsidiaries, the most restrictive relating to additional indebtedness and restricted payments. As of January 31, 2019, the Partnership is in compliance with all requirements, tests, limitations and covenants related to this debt agreement, except for the consolidated fixed charge coverage ratio.
The indenture governing the outstanding notes of the Partnership includes a consolidated fixed charge coverage ratio test for the incurrence of debt and the making of restricted payments. The restricted payments covenant requires that, for the Partnership to make a restricted payment, the ratio of trailing four quarters EBITDA to interest expense (both as adjusted for certain, specified items) of the Partnership be at least 1.75x on a pro forma basis giving effect to the restricted payment and, if applicable, certain other specified events, subject to its ability to make restricted payments under the limited exception described below. If this pro forma ratio is below 1.75x, the Partnership may make restricted payments of up to $50.0 million in total over a 16 quarter period. As of January 31, 2019, the ratio was 1.67x. As a result of distributions paid to common unitholders in September 2017, December 2017, March 2018, June 2018, and September 2018 while this ratio was less than 1.75x, the Partnership has used substantially all of its capacity under the limited exception and therefore is currently restricted by this covenant from making future restricted payments, including distributions to common unitholders. Accordingly, no distributions will be paid to common unitholders in December 2018 for the three and six months ended January 31, 2019. Unless this indenture is amended or replaced, or the Partnership’s consolidated fixed charge coverage ratio improves to at least 1.75x, this covenant will continue to restrict the Partnership from making common unit distributions.
28
FERRELLGAS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
|
|
January 31, 2019 |
|
July 31, 2018 |
||
ASSETS |
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
40,552 |
|
$ |
119,308 |
Accounts and notes receivable, net (including $201,717 and $120,079 of accounts receivable pledged as collateral at January 31, 2019 and July 31, 2018, respectively) |
|
|
203,164 |
|
|
126,054 |
Inventories |
|
|
89,784 |
|
|
83,694 |
Prepaid expenses and other current assets |
|
|
36,553 |
|
|
34,830 |
Total current assets |
|
|
370,053 |
|
|
363,886 |
|
|
|
|
|
|
|
Property, plant and equipment, net |
|
|
584,334 |
|
|
557,723 |
Goodwill |
|
|
247,478 |
|
|
246,098 |
Intangible assets (net of accumulated amortization of $407,795 and $399,629 at January 31, 2019 and July 31, 2018, respectively) |
|
|
113,558 |
|
|
120,951 |
Other assets, net |
|
|
72,539 |
|
|
74,588 |
Total assets |
|
$ |
1,387,962 |
|
$ |
1,363,246 |
|
|
|
|
|
|
|
LIABILITIES AND PARTNERS' DEFICIT |
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
Accounts payable |
|
$ |
63,639 |
|
$ |
46,820 |
Short-term borrowings |
|
|
— |
|
|
32,800 |
Collateralized note payable |
|
|
140,000 |
|
|
58,000 |
Other current liabilities |
|
|
143,319 |
|
|
138,091 |
Total current liabilities |
|
|
346,958 |
|
|
275,711 |
|
|
|
|
|
|
|
Long-term debt |
|
|
1,730,468 |
|
|
1,728,137 |
Other liabilities |
|
|
37,547 |
|
|
39,476 |
Contingencies and commitments (Note K) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Partners’ deficit: |
|
|
|
|
|
|
Limited partner |
|
|
(710,796) |
|
|
(693,896) |
General partner |
|
|
(7,088) |
|
|
(6,915) |
Accumulated other comprehensive income (loss) |
|
|
(9,127) |
|
|
20,733 |
Total partners’ deficit |
|
|
(727,011) |
|
|
(680,078) |
Total liabilities and partners’ deficit |
|
$ |
1,387,962 |
|
$ |
1,363,246 |
See notes to condensed consolidated financial statements.
29
FERRELLGAS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands)
(unaudited)
|
|
For the three months ended January 31, |
|
For the six months ended January 31, |
|
||||||||
|
|
2019 |
|
2018 |
|
2019 |
|
2018 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Propane and other gas liquids sales |
|
$ |
550,112 |
|
$ |
592,239 |
|
$ |
885,078 |
|
$ |
894,997 |
|
Midstream operations |
|
|
— |
|
|
117,276 |
|
|
— |
|
|
238,036 |
|
Other |
|
|
23,265 |
|
|
45,641 |
|
|
40,608 |
|
|
76,778 |
|
Total revenues |
|
|
573,377 |
|
|
755,156 |
|
|
925,686 |
|
|
1,209,811 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales - propane and other gas liquids sales |
|
|
311,531 |
|
|
362,918 |
|
|
515,667 |
|
|
542,433 |
|
Cost of sales - midstream operations |
|
|
— |
|
|
107,067 |
|
|
— |
|
|
215,192 |
|
Cost of sales - other |
|
|
3,422 |
|
|
20,787 |
|
|
6,469 |
|
|
34,489 |
|
Operating expense |
|
|
121,219 |
|
|
123,716 |
|
|
231,550 |
|
|
234,178 |
|
Depreciation and amortization expense |
|
|
19,605 |
|
|
25,485 |
|
|
38,597 |
|
|
51,217 |
|
General and administrative expense |
|
|
16,341 |
|
|
14,890 |
|
|
30,516 |
|
|
28,054 |
|
Equipment lease expense |
|
|
8,415 |
|
|
6,954 |
|
|
16,278 |
|
|
13,695 |
|
Non-cash employee stock ownership plan compensation charge |
|
|
1,944 |
|
|
4,031 |
|
|
4,692 |
|
|
7,993 |
|
Asset impairments |
|
|
— |
|
|
10,005 |
|
|
— |
|
|
10,005 |
|
Loss on asset sales and disposals |
|
|
2,216 |
|
|
39,249 |
|
|
6,720 |
|
|
40,144 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
88,684 |
|
|
40,054 |
|
|
75,197 |
|
|
32,411 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(36,150) |
|
|
(34,058) |
|
|
(71,345) |
|
|
(66,254) |
|
Other income, net |
|
|
86 |
|
|
684 |
|
|
105 |
|
|
1,195 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) before income taxes |
|
|
52,620 |
|
|
6,680 |
|
|
3,957 |
|
|
(32,648) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense (benefit) |
|
|
3 |
|
|
(167) |
|
|
154 |
|
|
204 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) |
|
$ |
52,617 |
|
$ |
6,847 |
|
$ |
3,803 |
|
$ |
(32,852) |
|
See notes to condensed consolidated financial statements.
30
FERRELLGAS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
(unaudited)
|
|
For the three months ended January 31, |
|
For the six months ended January 31, |
|
||||||||
|
|
2019 |
|
2018 |
|
2019 |
|
2018 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) |
|
$ |
52,617 |
|
$ |
6,847 |
|
$ |
3,803 |
|
$ |
(32,852) |
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in value of risk management derivatives |
|
|
(21,080) |
|
|
1,072 |
|
|
(29,234) |
|
|
23,521 |
|
Reclassification of (gains) losses on derivatives to earnings, net |
|
|
3,807 |
|
|
(9,743) |
|
|
(626) |
|
|
(13,692) |
|
Other comprehensive income (loss) |
|
|
(17,273) |
|
|
(8,671) |
|
|
(29,860) |
|
|
9,829 |
|
Comprehensive income (loss) |
|
$ |
35,344 |
|
$ |
(1,824) |
|
$ |
(26,057) |
|
$ |
(23,023) |
|
See notes to condensed consolidated financial statements.
31
FERRELLGAS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF PARTNERS’ DEFICIT
(in thousands)
(unaudited)
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
other |
|
Total |
||
|
|
Limited |
|
General |
|
comprehensive |
|
partners’ |
||||
|
|
partner |
|
partner |
|
income (loss) |
|
deficit |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at July 31, 2018 |
|
$ |
(693,896) |
|
$ |
(6,915) |
|
$ |
20,733 |
|
$ |
(680,078) |
Contributions in connection with non-cash ESOP compensation charges |
|
|
4,645 |
|
|
47 |
|
|
— |
|
|
4,692 |
Distributions |
|
|
(25,310) |
|
|
(258) |
|
|
— |
|
|
(25,568) |
Net earnings |
|
|
3,765 |
|
|
38 |
|
|
— |
|
|
3,803 |
Other comprehensive loss |
|
|
— |
|
|
— |
|
|
(29,860) |
|
|
(29,860) |
Balance at January 31, 2019 |
|
$ |
(710,796) |
|
$ |
(7,088) |
|
$ |
(9,127) |
|
$ |
(727,011) |
See notes to condensed consolidated financial statements.
32
FERRELLGAS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
|
|
For the six months ended January 31, |
||||
|
|
2019 |
|
2018 |
||
Cash flows from operating activities: |
|
|
|
|
|
|
Net earnings (loss) |
|
$ |
3,803 |
|
$ |
(32,852) |
Reconciliation of net earnings (loss) to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
Depreciation and amortization expense |
|
|
38,597 |
|
|
51,217 |
Non-cash employee stock ownership plan compensation charge |
|
|
4,692 |
|
|
7,993 |
Asset impairments |
|
|
— |
|
|
10,005 |
Loss on asset sales and disposals |
|
|
6,720 |
|
|
40,144 |
Unrealized gain on derivative instruments |
|
|
— |
|
|
(91) |
Provision for doubtful accounts |
|
|
1,576 |
|
|
1,688 |
Deferred income tax expense |
|
|
141 |
|
|
364 |
Other |
|
|
4,736 |
|
|
2,650 |
Changes in operating assets and liabilities, net of effects from business acquisitions: |
|
|
|
|
|
|
Accounts and notes receivable, net of securitization |
|
|
(78,686) |
|
|
(102,315) |
Inventories |
|
|
(6,090) |
|
|
(17,275) |
Prepaid expenses and other current assets |
|
|
(16,321) |
|
|
(4,637) |
Accounts payable |
|
|
16,441 |
|
|
11,510 |
Accrued interest expense |
|
|
(259) |
|
|
304 |
Other current liabilities |
|
|
(8,944) |
|
|
13,662 |
Other assets and liabilities |
|
|
(6,120) |
|
|
(3,208) |
Net cash used in operating activities |
|
|
(39,714) |
|
|
(20,841) |
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
Business acquisitions, net of cash acquired |
|
|
(5,069) |
|
|
(14,862) |
Capital expenditures |
|
|
(58,330) |
|
|
(35,693) |
Proceeds from sale of assets |
|
|
1,960 |
|
|
4,207 |
Net cash used in investing activities |
|
|
(61,439) |
|
|
(46,348) |
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
Distributions |
|
|
(25,568) |
|
|
(35,380) |
Proceeds from issuance of long-term debt |
|
|
— |
|
|
23,580 |
Payments on long-term debt |
|
|
(1,014) |
|
|
(1,267) |
Net reductions in short-term borrowings |
|
|
(32,800) |
|
|
(7,879) |
Net additions to collateralized short-term borrowings |
|
|
82,000 |
|
|
97,000 |
Cash paid for financing costs |
|
|
(221) |
|
|
(395) |
Net cash provided by financing activities |
|
|
22,397 |
|
|
75,659 |
|
|
|
|
|
|
|
Net change in cash and cash equivalents |
|
|
(78,756) |
|
|
8,470 |
Cash and cash equivalents - beginning of period |
|
|
119,308 |
|
|
5,701 |
Cash and cash equivalents - end of period |
|
$ |
40,552 |
|
$ |
14,171 |
See notes to condensed consolidated financial statements.
33
FERRELLGAS, L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, unless otherwise designated)
(unaudited)
A. Partnership organization and formation
Ferrellgas, L.P. is a limited partnership that owns and operates propane distribution and related assets, crude oil transportation and logistics related assets and salt water disposal wells in south Texas. Ferrellgas Partners, L.P. (“Ferrellgas Partners”), a publicly traded limited partnership, holds an approximate 99% limited partner interest in, and consolidates, Ferrellgas, L.P. Ferrellgas, Inc. (the “general partner”), a wholly-owned subsidiary of Ferrell Companies, Inc. (“Ferrell Companies”), holds an approximate 1% general partner interest in Ferrellgas, L.P. and performs all management functions required by Ferrellgas, L.P.
Ferrellgas, L.P. 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 issued by Ferrellgas, L.P.
Ferrellgas, L.P. 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.
Due to seasonality, the results of operations for the six months ended January 31, 2019 are not necessarily indicative of the results to be expected for the full fiscal year ending July 31, 2019.
The condensed consolidated financial statements of Ferrellgas, L.P. and subsidiaries reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the interim periods presented. All adjustments to the condensed consolidated financial statements were of a normal recurring nature. Certain prior period amounts have been reclassified to conform to the current period presentation. The information included in this Quarterly Report on Form 10‑Q should be read in conjunction with (i) the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and (ii) the consolidated financial statements and accompanying notes included in Ferrellgas, L.P.’s Annual Report on Form 10‑K for fiscal 2018.
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 consolidated financial statements include accruals that have been established for contingent liabilities, pending claims and legal actions arising in the normal course of business, useful lives of property, plant and equipment assets, residual values of tanks, capitalization of customer tank installation costs, amortization methods of intangible assets, valuation methods used to value sales returns and allowances, allowance for doubtful accounts, fair value of reporting units, recoverability of long-lived assets, assumptions used to value business combinations, fair values of derivative contracts and stock-based compensation calculations.
(2) New accounting standards:
FASB Accounting Standard Update No. 2014‑09
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update ("ASU") 2014‑09, Revenue from Contracts with Customers (“ASU 2014‑09”). The issuance is part of a joint effort by the FASB and the International Accounting Standards Board ("IASB") to enhance financial reporting by creating common revenue recognition guidance for U.S. GAAP and International Financial Reporting Standards ("IFRS") and, thereby, improving
34
the consistency of requirements, comparability of practices and usefulness of disclosures. Upon adoption, Ferrellgas, L.P. applied ASU 2014‑09 only to contracts that were not completed, referred to as open contracts.
Ferrellgas, L.P. adopted ASU 2014‑09 beginning on August 1, 2018 using the modified retrospective method. This method requires that the cumulative effect of initially applying ASU 2014‑09 be recognized in partner’s deficit at the date of adoption, August 1, 2018. ASU 2014‑09 has not materially impacted Ferrellgas, L.P.’s consolidated financial statements, and as a result there was no cumulative effect to record as of the date of adoption. Results for reporting periods beginning after August 1, 2018 are presented under ASU 2014‑09, while amounts reported for prior periods have not been adjusted and continue to be reported under accounting standards in effect for those periods. See Note G - Revenue from contracts with customers for additional information related to revenues and contract costs, including qualitative and quantitative disclosures required under ASU 2014‑09.
FASB Accounting Standard Update No. 2016‑02
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The new standard requires lessees to apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. An entity may elect the transition relief option in ASU 2018-11, “Leases: Targeted Improvements” which, among other things, provides entities with an option to recognize the cumulative-effect adjustment from the modified retrospective application to the opening balance of retained earnings in the period of adoption and consequently, continue to report comparative periods in compliance with the prior guidance (ASC 840). Ferrellgas, L.P. expects to elect this additional transition method.
Ferrellgas, L.P. is continuing to evaluate the impact of its pending adoption of ASU 2016-02 on the consolidated financial statements. Ferrellgas, L.P. has made significant progress in assessing the impact of the standard and planning for the adoption and implementation. The implementation team has completed initial scoping and is substantially complete in the data gathering process of our current lease portfolio. Ferrellgas, L.P. is currently performing a completeness assessment over the lease population, analyzing the financial statement impact of adopting the standards, and evaluating the impact of adoption on our existing accounting policies and disclosures. Ferrellgas, L.P. believes that the adoption of this standard, which will be effective for Ferrellgas, L.P. August 1, 2019, will result in material increases to right of use assets and lease liabilities on our consolidated balance sheet.
FASB Accounting Standard Update No. 2016‑13
In June 2016, the FASB issued ASU 2016‑13, Financial Instruments - Credit Losses (Topic 326) which requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. This standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. Ferrellgas, L.P. is currently evaluating the impact of its pending adoption of this standard on the consolidated financial statements.
FASB Accounting Standard Update No. 2017‑12
In August 2017, the FASB issued ASU 2017‑12, Financial Instruments - Derivatives and Hedging (Topic 815) - Targeted Improvements to Accounting for Hedging Activities which is intended to improve the financial reporting for hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements. This standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Ferrellgas, L.P. is currently evaluating the impact of its pending adoption of this standard on the consolidated financial statements.
35
FASB Accounting Standard Update No. 2018‑15
In August 2018, the FASB issued ASU 2018‑15, Intangibles - Goodwill and Other - Internal-use Software (Subtopic 350‑40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract which is intended to clarify the accounting for implementation costs related to a cloud computing arrangement that is a service contract. This standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Ferrellgas, L.P. is currently evaluating the impact of its pending adoption of this standard on the consolidated financial statements.
.
C. Supplemental financial statement information
Inventories consist of the following:
|
|
January 31, 2019 |
|
July 31, 2018 |
||
Propane gas and related products |
|
$ |
74,964 |
|
$ |
71,180 |
Appliances, parts and supplies, and other |
|
|
14,820 |
|
|
12,514 |
Inventories |
|
$ |
89,784 |
|
$ |
83,694 |
In addition to inventories on hand, Ferrellgas, L.P. 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 January 31, 2019, Ferrellgas, L.P. had committed, for supply procurement purposes, to take delivery of approximately 14 million gallons of propane at fixed prices.
Other assets, net consist of the following:
|
|
January 31, 2019 |
|
July 31, 2018 |
||
Notes receivable, less current portion |
|
$ |
27,646 |
|
$ |
27,491 |
Other |
|
|
44,893 |
|
|
47,097 |
Other assets, net |
|
$ |
72,539 |
|
$ |
74,588 |
Other current liabilities consist of the following:
|
|
January 31, 2019 |
|
July 31, 2018 |
||
Accrued interest |
|
|
18,029 |
|
|
18,288 |
Customer deposits and advances |
|
|
26,323 |
|
|
22,829 |
Other |
|
|
98,967 |
|
|
96,974 |
Other current liabilities |
|
$ |
143,319 |
|
$ |
138,091 |
Shipping and handling expenses are classified in the following condensed consolidated statements of operations line items:
|
|
For the three months ended January 31, |
|
For the six months ended January 31, |
|
||||||||
|
|
2019 |
|
2018 |
|
2019 |
|
2018 |
|
||||
Operating expense |
|
$ |
60,279 |
|
$ |
54,613 |
|
$ |
107,721 |
|
$ |
97,928 |
|
Depreciation and amortization expense |
|
|
1,389 |
|
|
1,123 |
|
|
2,462 |
|
|
2,235 |
|
Equipment lease expense |
|
|
7,869 |
|
|
6,296 |
|
|
15,388 |
|
|
12,364 |
|
|
|
$ |
69,537 |
|
$ |
62,032 |
|
$ |
125,571 |
|
$ |
112,527 |
|
36
Certain cash flow and significant non-cash activities are presented below:
|
|
For the six months ended January 31, |
||||
|
|
2019 |
|
2018 |
||
Cash paid for: |
|
|
|
|
|
|
Interest |
|
$ |
67,546 |
|
$ |
63,286 |
Income taxes |
|
$ |
9 |
|
$ |
1 |
Non-cash investing and financing activities: |
|
|
|
|
|
|
Liabilities incurred in connection with acquisitions |
|
$ |
1,174 |
|
$ |
1,508 |
Change in accruals for property, plant and equipment additions |
|
$ |
2,815 |
|
$ |
47 |
A. |
|
D. Accounts and notes receivable, net and accounts receivable securitization
Accounts and notes receivable, net consist of the following:
|
|
January 31, 2019 |
|
July 31, 2018 |
||
Accounts receivable pledged as collateral |
|
$ |
201,717 |
|
$ |
120,079 |
Accounts receivable |
|
|
4,651 |
|
|
8,272 |
Note receivable - current portion |
|
|
126 |
|
|
132 |
Other |
|
|
27 |
|
|
26 |
Less: Allowance for doubtful accounts |
|
|
(3,357) |
|
|
(2,455) |
Accounts and notes receivable, net |
|
$ |
203,164 |
|
$ |
126,054 |
At January 31, 2019, $201.7 million of trade accounts receivable were pledged as collateral against $140.0 million of collateralized notes payable due to a commercial paper conduit. At July 31, 2018, $120.1 million of trade accounts receivable were pledged as collateral against $58.0 million of collateralized notes payable due to the commercial paper conduit. These accounts receivable pledged as collateral are bankruptcy remote from Ferrellgas, L.P. Ferrellgas, L.P. does not provide any guarantee or similar support to the collectability of these accounts receivable pledged as collateral.
As of January 31, 2019, Ferrellgas, L.P. had received cash proceeds of $140.0 million from trade accounts receivables securitized, with no remaining capacity to receive additional proceeds or issue letters of credit. As of July 31, 2018, Ferrellgas, L.P. had received cash proceeds of $58.0 million from trade accounts receivables securitized, with no remaining capacity to receive additional proceeds. Borrowings under the accounts receivable securitization facility had a weighted average interest rate of 5.3% and 5.2% as of January 31, 2019 and July 31, 2018, respectively.
E. Debt
Short-term borrowings
Ferrellgas, L.P. classifies borrowings on the revolving line of credit portion of its Senior Secured Credit Facility as short-term because they are used to fund working capital needs that management intends to pay down within the twelve month period following the balance sheet date. As of January 31, 2019, there were no amounts classified as short-term borrowings. As of July 31, 2018, $32.8 million was classified as short-term borrowings. For further discussion see the secured credit facility section below.
Secured credit facilities
As of January 31, 2019, Ferrellgas, L.P. had borrowings of $275.0 million under the Term Loan at a rate of 8.27%, which was classified as long-term debt, and no borrowings under the Revolving Facility. As of January 31, 2019, Ferrellgas, L.P. had available borrowing capacity under its Revolving Facility of $196.2 million. As of July 31, 2018, Ferrellgas, L.P. had borrowings of $275.0 million under the Term Loan at a rate of 7.86%, which was classified as long-
37
term debt, and $32.8 million under the Revolving Facility at a rate of 9.75%, which was classified as short-term borrowings. As of July 31, 2018, Ferrellgas, L.P. had available borrowing capacity under its Revolving Facility of $159.3 million.
Letters of credit outstanding at January 31, 2019 and July 31, 2018 totaled $103.8 million and $107.9 million, respectively, and were used to secure insurance arrangements, product purchases and commodity hedges. At January 31, 2019, Ferrellgas, L.P. had available letter of credit remaining capacity of $21.2 million. At July 31, 2018, Ferrellgas, L.P. had available letter of credit remaining capacity of $17.1 million.
Debt and interest expense reduction and refinancing strategy
Ferrellgas, L.P. continues to execute on a strategy to further reduce its debt and interest expense. This strategy included entering into the new Senior Secured Credit Facility and amending its accounts receivable securitization facility in May 2018 and certain asset sales during fiscal 2018. Ferrellgas, L.P. continues to evaluate its options to address its leverage.
Financial covenants
The agreements governing Ferrellgas, L.P.’s indebtedness contain various covenants that limit Ferrellgas, L.P.’s ability and the ability of specified subsidiaries to, among other things, make restricted payments and incur additional indebtedness. The general partner believes that the most restrictive of these covenants are those related to the consolidated fixed charge coverage ratio, as defined in the indentures governing the outstanding notes of Ferrellgas, L.P.
Under the indentures governing the outstanding notes of Ferrellgas, L.P., before a restricted payment (as defined in the indentures) can be made by Ferrellgas, L.P. to Ferrellgas Partners, Ferrellgas, L.P. must be satisfy a consolidated fixed charge coverage ratio requirement or have unused capacity under a limited exception to the ratio requirement. If Ferrellgas, L.P. is unable to make restricted payments, Ferrellgas Partners will not have the ability to make distributions to its common unitholders or make interest payments on its unsecured senior notes due 2020.
The restricted payments covenants require that, for Ferrellgas, L.P. to make a restricted payment, the ratio of trailing four quarters EBITDA to interest expense (both as adjusted for certain, specified items) of Ferrellgas, L.P. be at least 1.75x on a pro forma basis giving effect to the restricted payment and, if applicable, certain other specified events, subject to its ability to make restricted payments under the limited exception described below. If this pro forma ratio is below 1.75x, Ferrellgas, L.P. may make restricted payments in limited amounts determined under the indentures. As of January 31, 2019, the ratio was 1.67x. As a result, it’s likely the distribution that will be made by Ferrellgas, L.P. on June 15, 2019 for payment of interest on Ferrellgas Partners’ unsecured senior notes due 2020 will be made from capacity under the limited exception to the ratio requirement. Ferrellgas, L.P. believes that its remaining capacity under the limited exception to the ratio requirement will allow it to make distributions to Ferrellgas Partners’ to cover interest payments on Ferrellgas Partners’ unsecured senior notes due 2020 through the maturity of those notes.
F. Partners’ deficit
Partnership distributions
Ferrellgas, L.P. has recognized the following distributions:
|
|
For the three months ended January 31, |
|
For the six months ended January 31, |
|
||||||||
|
|
2019 |
|
2018 |
|
2019 |
|
2018 |
|
||||
Ferrellgas Partners |
|
$ |
15,396 |
|
$ |
25,210 |
|
$ |
25,310 |
|
$ |
35,023 |
|
General partner |
|
|
157 |
|
|
257 |
|
|
258 |
|
|
357 |
|
|
|
$ |
15,553 |
|
$ |
25,467 |
|
$ |
25,568 |
|
$ |
35,380 |
|
See additional discussions about transactions with related parties in Note J – Transactions with related parties.
38
Accumulated other comprehensive income (loss) (“AOCI”)
See Note I – Derivative instruments and hedging activities – for details regarding changes in the fair value of risk management financial derivatives recorded within AOCI for the three and six months ended January 31, 2019 and 2018.
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 concurrent with the issuance of other additional equity.
During the six months ended January 31, 2019, the general partner made non-cash contributions of $0.1 million to Ferrellgas, L.P. to maintain its 1.0101% general partner interest.
During the six months ended January 31, 2018, the general partner made non-cash contributions of $0.1 million to Ferrellgas, L.P. to maintain its 1.0101% general partner interest.
G. Revenue from contracts with customers
Ferrellgas, L.P. adopted ASU 2014‑09 beginning on August 1, 2018 using the modified retrospective method. Ferrellgas, L.P. earns revenue from contracts with customers primarily through the distribution of propane, as well as through the sale of propane related equipment and supplies. Revenues from propane and other gas liquids sales are comprised of revenue earned from the delivery of propane to tanks on customers’ premises, delivery of propane filled cylinders to customers, or from the sale of portable propane tanks to nationwide and local retailers and end use customers. Other revenues primarily include sales of appliances and other materials as well as other fees charged to customers. Upon adoption, Ferrellgas, L.P. applied ASU 2014‑09 only to contracts that were not completed.
Contracts with customers
Ferrellgas, L.P.’s contracts with customers are principally for the bulk delivery of propane to tanks, delivery of propane filled cylinders or the delivery of portable propane tanks to retailers. Ferrellgas, L.P. sells propane to a wide variety of customers, including residential, industrial/commercial, portable tank exchange, agricultural, wholesale and others. Ferrellgas, L.P.’s performance obligations in these contracts are generally limited to the delivery of propane thus revenues from these contracts are earned at the time product is delivered or in the case of some of Ferrellgas, L.P.’s portable tank exchange retailers who have consignment agreements, at the time the tanks are sold to the end use customer. Payment is generally due within 30 days. Revenues from sales of propane are included in Propane and other gas liquids sales on the consolidated statements of operations.
Typically, Ferrellgas, L.P. bills customers upon delivery and payment is generally due within 30 days. With its residential customers, Ferrellgas, L.P offers customers the ability to spread their annual heating costs over a longer period, typically twelve months. Customers who opt to spread their heating costs over a longer period are referred to as “even-pay” customers.
Ferrellgas, L.P. charges other amounts to customers associated with the delivery of propane including hazardous materials fees and fuel surcharge fees. In some regions, Ferrellgas, L.P. also sells appliances and related parts and fittings as well as other retail propane related services. Ferrellgas, L.P. charges on an annual basis tank and equipment rental charges for customers that are using our equipment to store propane. Other revenues associated with deliveries of propane are earned at the time product is delivered. Revenues associated with sales of appliances and other materials or services are earned at the time of delivery or installation. Revenues associated with tank and equipment rentals are generally recognized on a straight-line basis over one year.
Accounting estimates related to recognition of revenue require that Ferrellgas, L.P. make estimates and assumptions about various factors including credits issued for completed sales, future returns and total consideration payable in instances where we have customer incentives payable to the customer.
39
Disaggregation of revenue
Ferrellgas, L.P. 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 January 31, |
|
For the six months ended January 31, |
|
||||||||
|
|
2019 |
|
2018 |
|
2019 |
|
2018 |
|
||||
Retail - Sales to End Users |
|
$ |
415,827 |
|
$ |
417,472 |
|
$ |
633,591 |
|
$ |
601,266 |
|
Wholesale - Sales to Resellers |
|
|
115,392 |
|
|
128,654 |
|
|
209,336 |
|
|
227,083 |
|
Other Gas Sales |
|
|
18,893 |
|
|
46,113 |
|
|
42,151 |
|
|
66,648 |
|
Other |
|
|
23,265 |
|
|
45,641 |
|
|
40,608 |
|
|
76,778 |
|
Propane and related equipment revenues |
|
$ |
573,377 |
|
$ |
637,880 |
|
$ |
925,686 |
|
$ |
971,775 |
|
Contract assets and liabilities
Ferrellgas, L.P.’s performance obligations are generally limited to the delivery of propane for our retail and wholesale contracts. Ferrellgas, L.P.’s 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, L.P. does not have material performance obligations that are delivered over time, thus all of our revenue is recognized at the time the goods, including propane, are delivered or installed. Ferrellgas, L.P. offers “even pay” billing programs that can create customer deposits or advances, depending on whether Ferrellgas, L.P. 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, L.P. 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, thus Ferrellgas, L.P. does not capitalize these costs.
The following table presents the opening and closing balances of our receivables, contract assets, and contract liabilities:
|
|
January 31, 2019 |
|
July 31, 2018 |
||
Accounts receivable |
|
$ |
189,151 |
|
$ |
119,818 |
Contract assets |
|
$ |
18,519 |
|
$ |
8,691 |
Contract liabilities |
|
|
|
|
|
|
Deferred revenue (1) |
|
$ |
35,609 |
|
$ |
29,933 |
(1) |
Of the beginning balance of deferred revenue, $17.1 million was recognized as revenue during the six months ended January 31, 2019. |
Remaining performance obligations
Ferrellgas, L.P.’s remaining performance obligations are generally limited to situations where its customers have remitted payment but have not yet received deliveries of propane. This most commonly occurs in Ferrellgas, L.P.’s even pay billing programs and Ferrellgas, L.P. expects that these balances will be recognized within a year or less as the customer takes delivery of propane.
40
H. Fair value measurements
Derivative financial instruments
The following table presents Ferrellgas, L.P.’s 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 January 31, 2019 and July 31, 2018:
|
|
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 |
||||
January 31, 2019: |
|
|
|
|
|
|
|
|
|
|
|
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
Commodity derivatives |
|
$ |
— |
|
$ |
5,848 |
|
$ |
— |
|
$ |
5,848 |
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
Commodity derivatives |
|
$ |
— |
|
$ |
(15,148) |
|
$ |
— |
|
$ |
(15,148) |
|
|
|
|
|
|
|
|
|
|
|
|
|
July 31, 2018: |
|
|
|
|
|
|
|
|
|
|
|
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
Commodity derivatives |
|
$ |
— |
|
$ |
22,470 |
|
$ |
— |
|
$ |
22,470 |
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
Commodity derivatives |
|
$ |
— |
|
$ |
(1,910) |
|
$ |
— |
|
$ |
(1,910) |
Methodology
The fair values of Ferrellgas, L.P.’s 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.
Other financial instruments
The carrying amounts of other financial instruments included in current assets and current liabilities (except for current maturities of long-term debt) approximate their fair values because of their short-term nature. The estimated fair value of various note receivable financial instruments classified in "Other assets, net" on the condensed consolidated balance sheets, are approximately $24.2 million, or $3.4 million less than their carrying amount as of January 31, 2019. The estimated fair values of these notes receivable were calculated using a discounted cash flow method which relied on significant unobservable inputs. At January 31, 2019 and July 31, 2018, the estimated fair value of Ferrellgas, L.P.’s long-term debt instruments was $1,560.0 million and $1,591.5 million, respectively. Ferrellgas, L.P. estimates the fair value of long-term debt based on quoted market prices. The fair value of our consolidated debt obligations is a Level 2 valuation based on the observable inputs used for similar liabilities.
Ferrellgas, L.P. 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.
I. Derivative instruments and hedging activities
Ferrellgas, L.P. 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, L.P. utilizes derivative
41
instruments to manage its exposure to fluctuations in commodity prices. Of these, the propane commodity derivative instruments are designated as cash flow hedges. Prior to the sale of Bridger Energy, LLC in January 2018, all other commodity derivative instruments were neither qualified nor were designated as cash flow hedges, therefore, changes in their fair value were recorded currently in earnings. Ferrellgas, L.P. also periodically utilizes derivative instruments to manage its exposure to fluctuations in interest rates.
Derivative instruments and hedging activity
During the six months ended January 31, 2019 and 2018, Ferrellgas, L.P. 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 in Ferrellgas, L.P.’s condensed consolidated balance sheets as of January 31, 2019 and July 31, 2018:
|
|
January 31, 2019 |
||||||||
|
|
Asset Derivatives |
|
Liability Derivatives |
||||||
Derivative Instrument |
|
Location |
|
Fair value |
|
Location |
|
Fair value |
||
Derivatives designated as hedging instruments |
|
|
|
|
|
|
|
|
|
|
Commodity derivatives-propane |
|
Prepaid expenses and other current assets |
|
$ |
5,408 |
|
Other current liabilities |
|
$ |
13,859 |
Commodity derivatives-propane |
|
Other assets, net |
|
|
440 |
|
Other liabilities |
|
|
1,289 |
|
|
Total |
|
$ |
5,848 |
|
Total |
|
$ |
15,148 |
|
|
July 31, 2018 |
||||||||
|
|
Asset Derivatives |
|
Liability Derivatives |
||||||
Derivative Instrument |
|
Location |
|
Fair value |
|
Location |
|
Fair value |
||
Derivatives designated as hedging instruments |
|
|
|
|
|
|
|
|
|
|
Commodity derivatives-propane |
|
Prepaid expenses and other current assets |
|
$ |
17,123 |
|
Other current liabilities |
|
$ |
1,832 |
Commodity derivatives-propane |
|
Other assets, net |
|
|
5,347 |
|
Other liabilities |
|
|
78 |
|
|
Total |
|
$ |
22,470 |
|
Total |
|
$ |
1,910 |
Ferrellgas, L.P.’s exchange traded commodity derivative contracts require 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, L.P. for contracts that are in a positive mark-to-market position. The following tables provide a summary of cash margin balances as of January 31, 2019 and July 31, 2018, respectively:
|
|
January 31, 2019 |
||||||||
|
|
Assets |
|
Liabilities |
||||||
Description |
|
Location |
|
Amount |
|
Location |
|
Amount |
||
Margin Balances |
|
Prepaid expense and other current assets |
|
$ |
10,977 |
|
Other current liabilities |
|
$ |
1,734 |
|
|
Other assets, net |
|
|
2,617 |
|
Other liabilities |
|
|
3 |
|
|
|
|
$ |
13,594 |
|
|
|
$ |
1,737 |
|
|
July 31, 2018 |
||||||||
|
|
Assets |
|
Liabilities |
||||||
Description |
|
Location |
|
Amount |
|
Location |
|
Amount |
||
Margin Balances |
|
Prepaid expense and other current assets |
|
$ |
2,851 |
|
Other current liabilities |
|
$ |
12,308 |
|
|
Other assets, net |
|
|
927 |
|
Other liabilities |
|
|
4,235 |
|
|
|
|
$ |
3,778 |
|
|
|
$ |
16,543 |
42
The following table provides a summary of the effect on Ferrellgas, L.P.’s condensed consolidated statements of operations for the three and six months ended January 31, 2019 and 2018 due to derivatives that were designated as fair value hedging instruments:
|
|
|
|
|
|
Amount of Interest Expense |
||||||||
|
|
Location of Amounts |
|
Amount of Gain Recognized on |
|
Recognized on Fixed-Rated Debt |
||||||||
|
|
Recognized on |
|
Derivative |
|
(Related Hedged Item) |
||||||||
Derivative Instrument |
|
Derivative |
|
For the three months ended January 31, |
|
For the three months ended January 31, |
||||||||
|
|
|
|
2019 |
|
2018 |
|
2019 |
|
2018 |
||||
Interest rate swap agreements |
|
Interest expense |
|
$ |
— |
|
$ |
88 |
|
$ |
— |
|
$ |
(2,275) |
|
|
|
|
|
|
Amount of Interest Expense |
||||||||
|
|
Location of Gain |
|
Amount of Gain Recognized on |
|
Recognized on Fixed-Rated Debt |
||||||||
|
|
Recognized on |
|
Derivative |
|
(Related Hedged Item) |
||||||||
Derivative Instrument |
|
Derivative |
|
For the six months ended January 31, |
|
For the six months ended January 31, |
||||||||
|
|
|
|
2019 |
|
2018 |
|
2019 |
|
2018 |
||||
Interest rate swap agreements |
|
Interest expense |
|
$ |
— |
|
$ |
226 |
|
$ |
— |
|
$ |
(4,550) |
The following tables provide a summary of the effect on Ferrellgas, L.P.’s condensed consolidated statements of comprehensive income (loss) for the three and six months ended January 31, 2019 and 2018 due to derivatives designated as cash flow hedging instruments:
|
|
For the three months ended January 31, 2019 |
|||||||||
|
|
|
|
|
|
|
Amount of Gain (Loss) |
||||
|
|
|
|
|
Location of Gain (Loss) |
|
Reclassified from |
||||
|
|
Amount of Gain (Loss) |
|
Reclassified from AOCI |
|
AOCI into Income |
|||||
Derivative Instrument |
|
Recognized in AOCI |
|
into Income |
|
Effective portion |
|
Ineffective portion |
|||
Commodity derivatives |
|
$ |
(21,080) |
|
Cost of product sold- propane and other gas liquids sales |
|
$ |
3,807 |
|
$ |
— |
|
|
$ |
(21,080) |
|
|
|
$ |
3,807 |
|
$ |
— |
|
|
For the three months ended January 31, 2018 |
|||||||||
|
|
|
|
|
|
|
Amount of Gain (Loss) |
||||
|
|
|
|
|
Location of Gain (Loss) |
|
Reclassified from |
||||
|
|
Amount of Gain (Loss) |
|
Reclassified from AOCI |
|
AOCI into Income |
|||||
Derivative Instrument |
|
Recognized in AOCI |
|
into Income |
|
Effective portion |
|
Ineffective portion |
|||
Commodity derivatives |
|
$ |
960 |
|
Cost of sales-propane and other gas liquids sales |
|
$ |
9,886 |
|
$ |
— |
Interest rate swap agreements |
|
|
112 |
|
Interest expense |
|
|
(143) |
|
|
— |
|
|
$ |
1,072 |
|
|
|
$ |
9,743 |
|
$ |
— |
|
|
For the six months ended January 31, 2019 |
|||||||||
|
|
|
|
|
|
|
Amount of Gain (Loss) |
||||
|
|
|
|
|
Location of Gain (Loss) |
|
Reclassified from |
||||
|
|
Amount of Gain (Loss) |
|
Reclassified from AOCI |
|
AOCI into Income |
|||||
Derivative Instrument |
|
Recognized in AOCI |
|
into Income |
|
Effective portion |
|
Ineffective portion |
|||
Commodity derivatives |
|
$ |
(29,234) |
|
Cost of sales-propane and other gas liquids sales |
|
$ |
(626) |
|
$ |
— |
|
|
$ |
(29,234) |
|
|
|
$ |
(626) |
|
$ |
— |
43
|
|
For the six months ended January 31, 2018 |
|||||||||
|
|
|
|
|
|
|
Amount of Gain (Loss) |
||||
|
|
|
|
|
Location of Gain (Loss) |
|
Reclassified from |
||||
|
|
Amount of Gain (Loss) |
|
Reclassified from AOCI |
|
AOCI into Income |
|||||
Derivative Instrument |
|
Recognized in AOCI |
|
into Income |
|
Effective portion |
|
Ineffective portion |
|||
Commodity derivatives |
|
$ |
23,283 |
|
Cost of product sold- propane and other gas liquids sales |
|
$ |
14,018 |
|
$ |
— |
Interest rate swap agreements |
|
|
238 |
|
Interest expense |
|
|
(326) |
|
|
— |
|
|
$ |
23,521 |
|
|
|
$ |
13,692 |
|
$ |
— |
The following table provides a summary of the effect on Ferrellgas, L.P.’s condensed consolidated statements of operations for the three and six months ended January 31, 2019 and 2018 due to the change in fair value of derivatives not designated as hedging instruments:
|
|
For the three months ended January 31, 2019 |
|||
|
|
Amount of Gain (Loss) |
|
Location of Gain (Loss) |
|
Derivatives Not Designated as Hedging Instruments |
|
Recognized in Income |
|
Reclassified in Income |
|
Commodity derivatives - crude oil |
|
$ |
— |
|
Cost of sales - midstream operations |
|
|
For the three months ended January 31, 2018 |
|||
|
|
Amount of Gain (Loss) |
|
Location of Gain (Loss) |
|
Derivatives Not Designated as Hedging Instruments |
|
Recognized in Income |
|
Reclassified in Income |
|
Commodity derivatives - crude oil |
|
$ |
(2,080) |
|
Cost of sales - midstream operations |
|
|
For the six months ended January 31, 2019 |
|||
|
|
Amount of Gain (Loss) |
|
Location of Gain (Loss) |
|
Derivatives Not Designated as Hedging Instruments |
|
Recognized in Income |
|
Reclassified in Income |
|
Commodity derivatives - crude oil |
|
$ |
— |
|
Cost of sales - midstream operations |
|
|
For the six months ended January 31, 2018 |
|||
|
|
Amount of Gain (Loss) |
|
Location of Gain (Loss) |
|
Derivatives Not Designated as Hedging Instruments |
|
Recognized in Income |
|
Reclassified in Income |
|
Commodity derivatives - crude oil |
|
$ |
(3,470) |
|
Cost of sales - midstream operations |
The changes in derivatives included in AOCI for the six months ended January 31, 2019 and 2018 were as follows:
|
|
For the six months ended January 31, |
||||
Gains and losses on derivatives included in AOCI |
|
2019 |
|
2018 |
||
Beginning balance |
|
$ |
20,560 |
|
$ |
14,648 |
Change in value of risk management commodity derivatives |
|
|
(29,234) |
|
|
23,283 |
Reclassification of gains on commodity hedges to cost of sales - propane and other gas liquids sales, net |
|
|
(626) |
|
|
(14,018) |
Change in value of risk management interest rate derivatives |
|
|
— |
|
|
238 |
Reclassification of losses on interest rate hedges to interest expense |
|
|
— |
|
|
326 |
Ending balance |
|
$ |
(9,300) |
|
$ |
24,477 |
Ferrellgas, L.P. expects to reclassify net losses related to the risk management commodity derivatives of approximately $8.5 million to earnings during the next 12 months. These net losses are expected to be offset by increased margins on propane sales commitments Ferrellgas, L.P. has with its customers that qualify for the normal purchase normal sales exception.
During the six months ended January 31, 2019 and 2018, Ferrellgas, L.P. 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.
44
As of January 31, 2019, Ferrellgas, L.P. had financial derivative contracts covering 3.9 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, L.P. is exposed to credit loss in the event of nonperformance by counterparties to derivative financial and commodity instruments. Ferrellgas, L.P.’s counterparties principally consist of major energy companies and major U.S. financial institutions. Ferrellgas, L.P. 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, L.P. in the forms of letters of credit, parent guarantees or cash. Ferrellgas, L.P. 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 January 31, 2019, the maximum amount of loss due to credit risk that Ferrellgas, L.P. would incur is $0.5 million, which is based upon the gross fair values of the derivative financial instruments.
From time to time Ferrellgas, L.P. enters into derivative contracts that have credit-risk-related contingent features which dictate credit limits based upon Ferrellgas, L.P.’s debt rating. There were no open derivative contracts with credit-risk-related contingent features as of January 31, 2019.
J. Transactions with related parties
Ferrellgas, L.P. has no employees and is managed and controlled by its general partner. Pursuant to Ferrellgas, L.P.’s partnership agreement, the general partner is entitled to reimbursement for all direct and indirect expenses incurred or payments it makes on behalf of Ferrellgas, L.P. and all other necessary or appropriate expenses allocable to Ferrellgas, L.P. or otherwise reasonably incurred by the general partner in connection with operating Ferrellgas, L.P.’s business. These costs primarily include compensation and benefits paid to employees of the general partner who perform services on Ferrellgas, L.P.’s behalf and are reported in the condensed consolidated statements of operations as follows:
|
|
For the three months ended January 31, |
|
For the six months ended January 31, |
|
||||||||
|
|
2019 |
|
2018 |
|
2019 |
|
2018 |
|
||||
Operating expense |
|
$ |
69,285 |
|
$ |
65,291 |
|
$ |
129,243 |
|
$ |
122,642 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative expense |
|
$ |
7,197 |
|
$ |
8,422 |
|
$ |
13,309 |
|
$ |
15,930 |
|
See additional discussions about transactions with the general partner and related parties in Note F – Partners’ deficit.
K. Contingencies and commitments
Litigation
Ferrellgas, L.P.’s 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, Ferrellgas, L.P. can be threatened with or named as a defendant in various lawsuits arising in the ordinary course of business. Other than as discussed below, Ferrellgas, L.P. is 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 the consolidated financial condition, results of operations and cash flows of Ferrellgas, L.P.
Ferrellgas, L.P. has been named as a defendant, along with a competitor, in putative class action lawsuits filed in multiple jurisdictions. The lawsuits, which were consolidated in the Western District of Missouri on October 16, 2014,
45
allege that Ferrellgas, L.P. and a competitor coordinated in 2008 to reduce the fill level in barbeque cylinders and combined to persuade a common customer to accept that fill reduction, resulting in increased cylinder costs to direct customers and end-user customers in violation of federal and certain state antitrust laws. The lawsuits seek treble damages, attorneys’ fees, injunctive relief and costs on behalf of the putative class. These lawsuits have been consolidated into one case by a multidistrict litigation panel. The Federal Court for the Western District of Missouri initially dismissed all claims brought by direct and indirect customers other than state law claims of indirect customers under Wisconsin, Maine and Vermont law. The direct customer plaintiffs filed an appeal, which resulted in a reversal of the district court’s dismissal. We filed a petition for a writ of certiorari which was denied. An appeal by the indirect customer plaintiffs resulted in the court of appeals affirming the dismissal of the federal claims and remanding the case to the district court to decide whether to exercise supplemental jurisdiction over the remaining state law claims. Ferrellgas, L.P. believes it has strong defenses to the claims and intends to vigorously defend against the consolidated case. Ferrellgas, L.P. does not believe loss is probable or reasonably estimable at this time related to the putative class action lawsuit.
Ferrellgas, L.P. has been named, along with several former officers, in several class action lawsuits alleging violations of certain securities laws based on alleged materially false and misleading statements in certain of our public disclosures. The lawsuits, the first of which was filed on October 6, 2016 in the Southern District of New York, seek unspecified compensatory damages. Derivative lawsuits with similar allegations have been filed naming Ferrellgas, L.P. and several current and former officers and directors as defendants. On April 2, 2018, the securities class action lawsuits were dismissed with prejudice. On April 30, 2018, the plaintiffs filed a notice of appeal to the United States Court of Appeals for the Second Circuit. The parties have completed briefing and are preparing for oral argument. At this time the derivative lawsuits remain stayed by agreement. Ferrellgas, L.P. believes that it has defenses and will vigorously defend these cases. Ferrellgas, L.P. does not believe loss is probable or reasonably estimable at this time related to the putative class action lawsuits or the derivative actions.
Ferrellgas, L.P. and Bridger Logistics, LLC, have been named, along with two former officers, in a lawsuit filed by Eddystone Rail Company ("Eddystone") on February 2, 2017 in the Eastern District of Pennsylvania (the "EDPA Lawsuit"). Eddystone indicated that it has prevailed or settled an arbitration against Jamex Transfer Services (“JTS”), then named Bridger Transfer Services, a former subsidiary of Bridger Logistics, LLC (“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, L.P. 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 under the arbitration. Eddystone also alleges that JTS was an “alter ego” of Bridger and Ferrellgas, L.P. Ferrellgas, L.P. believes that Ferrellgas, L.P. and Bridger have valid defenses to these claims and to Eddystone’s primary claim against JTS on the contract claim. The lawsuit does not specify a specific amount of damages that Eddystone is seeking; however, Ferrellgas, L.P. believes that the amount of such damage claims, if ultimately owed to Eddystone, could be material to Ferrellgas, L.P. Ferrellgas, L.P. intends to vigorously defend this claim. The lawsuit is in its early stages; as such, management does not currently believe a loss is probable or reasonably estimable at this time. On August 24, 2017, Ferrellgas, L.P. filed a third-party complaint against JTS, Jamex Transfer Holdings, and other related persons and entities (the "Third-Party Defendants"), asserting claims for breach of contract, indemnification of any losses in the EDPA Lawsuit, tortious interference with contract, and contribution. On June 25, 2018, Ferrellgas, L.P. entered into an agreement with the Third-Party Defendants which, among other things, resulted in a dismissal of the claims against the Third-Party Defendants from the lawsuit. On January 25, 2019, Ferrellgas, L.P., Bridger Logistics, LLC and all other defendants filed a Motion to Dismiss Plaintiff’s First Amended Complaint for Lack of Subject Matter Jurisdiction.
L. Segment reporting
As of January 31, 2019, Ferrellgas, L.P. has one reportable operating segment: propane operations and related equipment sales. All remaining activities are included in Corporate and other.
46
Following is a summary of segment information for the three and six months ended January 31, 2019 and 2018
|
|
Three months ended January 31, 2019 |
|||||||
|
|
Propane operations |
|
|
|
|
|
|
|
|
|
and related equipment |
|
Corporate and |
|
|
|
||
|
|
sales |
|
other |
|
Total |
|||
Segment revenues |
|
$ |
573,377 |
|
$ |
— |
|
$ |
573,377 |
Direct costs (1) |
|
|
443,533 |
|
|
10,187 |
|
|
453,720 |
Adjusted EBITDA |
|
$ |
129,844 |
|
$ |
(10,187) |
|
$ |
119,657 |
|
|
Three months ended January 31, 2018 |
|||||||
|
|
Propane operations |
|
|
|
|
|
|
|
|
|
and related equipment |
|
Corporate and |
|
|
|
||
|
|
sales |
|
other |
|
Total |
|||
Segment revenues |
|
$ |
637,880 |
|
$ |
117,276 |
|
$ |
755,156 |
Direct costs (1) |
|
|
507,386 |
|
|
127,142 |
|
|
634,528 |
Adjusted EBITDA |
|
$ |
130,494 |
|
$ |
(9,866) |
|
$ |
120,628 |
|
|
Six months ended January 31, 2019 |
|||||||
|
|
Propane operations |
|
|
|
|
|
|
|
|
|
and related equipment |
|
Corporate and |
|
|
|
||
|
|
sales |
|
other |
|
Total |
|||
Segment revenues |
|
$ |
925,686 |
|
$ |
— |
|
$ |
925,686 |
Direct costs (1) |
|
|
767,127 |
|
|
21,057 |
|
|
788,184 |
Adjusted EBITDA |
|
$ |
158,559 |
|
$ |
(21,057) |
|
$ |
137,502 |
|
|
Six months ended January 31, 2018 |
|||||||
|
|
Propane operations |
|
|
|
|
|
|
|
|
|
and related equipment |
|
Corporate and |
|
|
|
||
|
|
sales |
|
other |
|
Total |
|||
Segment revenues |
|
$ |
971,775 |
|
$ |
238,036 |
|
$ |
1,209,811 |
Direct costs (1) |
|
|
810,715 |
|
|
252,252 |
|
|
1,062,967 |
Adjusted EBITDA |
|
$ |
161,060 |
|
$ |
(14,216) |
|
$ |
146,844 |
(1) |
Direct costs are comprised of "cost of sales-propane and other gas liquids sales", "cost of sales- midstream operations", "cost of sales-other", "operating expense", "general and administrative expense", and "equipment lease expense" less "severance charge", "legal fees and settlements", "unrealized (non-cash) losses on changes in fair value of derivatives not designated as hedging instruments" and "multi-employer pension plan withdrawal settlement". |
47
Following is a reconciliation of Ferrellgas, L.P.’s total segment performance measure to condensed consolidated net loss:
|
|
Three months ended January 31, |
|
Six months ended January 31, |
|
||||||||
|
|
2019 |
|
2018 |
|
2019 |
|
2018 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) |
|
$ |
52,617 |
|
$ |
6,847 |
|
$ |
3,803 |
|
$ |
(32,852) |
|
Income tax expense (benefit) |
|
|
3 |
|
|
(167) |
|
|
154 |
|
|
204 |
|
Interest expense |
|
|
36,150 |
|
|
34,058 |
|
|
71,345 |
|
|
66,254 |
|
Depreciation and amortization expense |
|
|
19,605 |
|
|
25,485 |
|
|
38,597 |
|
|
51,217 |
|
EBITDA |
|
|
108,375 |
|
|
66,223 |
|
|
113,899 |
|
|
84,823 |
|
Non-cash employee stock ownership plan compensation charge |
|
|
1,944 |
|
|
4,031 |
|
|
4,692 |
|
|
7,993 |
|
Asset impairments |
|
|
— |
|
|
10,005 |
|
|
— |
|
|
10,005 |
|
Loss on asset sales and disposals |
|
|
2,216 |
|
|
39,249 |
|
|
6,720 |
|
|
40,144 |
|
Other income, net |
|
|
(86) |
|
|
(684) |
|
|
(105) |
|
|
(1,195) |
|
Severance costs |
|
|
1,600 |
|
|
— |
|
|
1,600 |
|
|
1,663 |
|
Legal fees and settlements |
|
|
5,608 |
|
|
2,118 |
|
|
9,172 |
|
|
2,118 |
|
Unrealized (non-cash) loss on changes in fair value of derivatives not designated as hedging instruments |
|
|
— |
|
|
(314) |
|
|
— |
|
|
1,293 |
|
Multi-employer pension plan withdrawal settlement |
|
|
— |
|
|
— |
|
|
1,524 |
|
|
— |
|
Adjusted EBITDA |
|
$ |
119,657 |
|
$ |
120,628 |
|
$ |
137,502 |
|
$ |
146,844 |
|
Following are total assets by segment:
|
|
January 31, 2019 |
|
July 31, 2018 |
||
Assets |
|
|
|
|
|
|
Propane operations and related equipment sales |
|
$ |
1,315,233 |
|
$ |
1,196,084 |
Corporate and other |
|
|
72,729 |
|
|
167,162 |
Total consolidated assets |
|
$ |
1,387,962 |
|
$ |
1,363,246 |
Following are capital expenditures by segment:
|
|
Six months ended January 31, 2019 |
|||||||
|
|
Propane operations and |
|
|
|
|
|
|
|
|
|
related equipment sales |
|
Corporate and other |
|
Total |
|||
Capital expenditures: |
|
|
|
|
|
|
|
|
|
Maintenance |
|
$ |
31,460 |
|
$ |
549 |
|
$ |
32,009 |
Growth |
|
|
23,316 |
|
|
— |
|
|
23,316 |
Total |
|
$ |
54,776 |
|
$ |
549 |
|
$ |
55,325 |
|
|
Six months ended January 31, 2018 |
|||||||
|
|
Propane operations and |
|
|
|
|
|
|
|
|
|
related equipment sales |
|
Corporate and other |
|
Total |
|||
Capital expenditures: |
|
|
|
|
|
|
|
|
|
Maintenance |
|
$ |
12,016 |
|
$ |
1,427 |
|
$ |
13,443 |
Growth |
|
|
18,311 |
|
|
1,013 |
|
|
19,324 |
Total |
|
$ |
30,327 |
|
$ |
2,440 |
|
$ |
32,767 |
D. |
|
48
M. Guarantor financial information
The $500.0 million aggregate principal amount of 6.75% senior notes due 2023 co-issued by Ferrellgas, L.P. and Ferrellgas Finance Corp. are fully and unconditionally and jointly and severally guaranteed by all of Ferrellgas, L.P.’s 100% owned subsidiaries except: (i) Ferrellgas Finance Corp; (ii) certain special purposes subsidiaries formed for use in connection with our accounts receivable securitization; and (iii) foreign subsidiaries. Guarantees of these senior notes will be released under certain circumstances, including (i) in connection with any sale or other disposition of (a) all or substantially all of the assets of a guarantor or (b) all of the capital stock of such guarantor (including by way of merger or consolidation), in each case, to a person that is not Ferrellgas, L.P. or a restricted subsidiary of Ferrellgas, L.P., (ii) if Ferrellgas, L.P. designates any restricted subsidiary that is a guarantor as an unrestricted subsidiary, (iii) upon defeasance or discharge of the notes, (iv) upon the liquidation or dissolution of such guarantor, or (v) at such time as such guarantor ceases to guarantee any other indebtedness of either of the issuers and any other guarantor.
The guarantor financial information discloses in separate columns the financial position, results of operations and the cash flows of Ferrellgas, L.P. (Parent), Ferrellgas Finance Corp. (co-issuer), Ferrellgas, L.P.’s guarantor subsidiaries on a combined basis, and Ferrellgas, L.P.’s non-guarantor subsidiaries on a combined basis. The dates and the periods presented in the guarantor financial information are consistent with the periods presented in Ferrellgas, L.P.’s condensed consolidated financial statements.
49
FERRELLGAS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS
(in thousands)
|
|
As of January 31, 2019 |
||||||||||||||||
|
|
Ferrellgas, L.P. |
|
Ferrellgas |
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
(Parent and |
|
Finance Corp. |
|
Guarantor |
|
Non-Guarantor |
|
|
|
|
|
|
||||
|
|
Co-Issuer) |
|
(Co-Issuer) |
|
Subsidiaries |
|
Subsidiaries |
|
Eliminations |
|
Consolidated |
||||||
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
40,305 |
|
$ |
1 |
|
$ |
246 |
|
$ |
— |
|
$ |
— |
|
$ |
40,552 |
Accounts and notes receivable, net |
|
|
(3,661) |
|
|
— |
|
|
150 |
|
|
206,675 |
|
|
— |
|
|
203,164 |
Intercompany receivables |
|
|
(9,201) |
|
|
— |
|
|
— |
|
|
— |
|
|
9,201 |
|
|
— |
Inventories |
|
|
89,784 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
89,784 |
Prepaid expenses and other current assets |
|
|
36,551 |
|
|
— |
|
|
(1) |
|
|
3 |
|
|
— |
|
|
36,553 |
Total current assets |
|
|
153,778 |
|
|
1 |
|
|
395 |
|
|
206,678 |
|
|
9,201 |
|
|
370,053 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net |
|
|
584,335 |
|
|
— |
|
|
(1) |
|
|
— |
|
|
— |
|
|
584,334 |
Goodwill, net |
|
|
247,478 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
247,478 |
Intangible assets, net |
|
|
113,558 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
113,558 |
Investments in consolidated subsidiaries |
|
|
74,072 |
|
|
— |
|
|
— |
|
|
— |
|
|
(74,072) |
|
|
— |
Other assets, net |
|
|
68,659 |
|
|
— |
|
|
2,875 |
|
|
1,005 |
|
|
— |
|
|
72,539 |
Total assets |
|
$ |
1,241,880 |
|
$ |
1 |
|
$ |
3,269 |
|
$ |
207,683 |
|
$ |
(64,871) |
|
$ |
1,387,962 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
63,526 |
|
$ |
— |
|
$ |
— |
|
$ |
113 |
|
$ |
— |
|
$ |
63,639 |
Collateralized note payable |
|
|
— |
|
|
— |
|
|
— |
|
|
140,000 |
|
|
— |
|
|
140,000 |
Intercompany payables |
|
|
— |
|
|
— |
|
|
(192) |
|
|
(9,009) |
|
|
9,201 |
|
|
— |
Other current liabilities |
|
|
137,417 |
|
|
— |
|
|
388 |
|
|
5,514 |
|
|
— |
|
|
143,319 |
Total current liabilities |
|
|
200,943 |
|
|
— |
|
|
196 |
|
|
136,618 |
|
|
9,201 |
|
|
346,958 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt |
|
|
1,730,468 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1,730,468 |
Other liabilities |
|
|
37,480 |
|
|
— |
|
|
67 |
|
|
— |
|
|
— |
|
|
37,547 |
Contingencies and commitments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Partners' capital (deficit): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Partners' equity |
|
|
(717,884) |
|
|
1 |
|
|
3,006 |
|
|
71,065 |
|
|
(74,072) |
|
|
(717,884) |
Accumulated other comprehensive loss |
|
|
(9,127) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(9,127) |
Total partners' capital (deficit) |
|
|
(727,011) |
|
|
1 |
|
|
3,006 |
|
|
71,065 |
|
|
(74,072) |
|
|
(727,011) |
Total liabilities and partners' capital (deficit) |
|
$ |
1,241,880 |
|
$ |
1 |
|
$ |
3,269 |
|
$ |
207,683 |
|
$ |
(64,871) |
|
$ |
1,387,962 |
50
FERRELLGAS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS
(in thousands)
|
|
As of July 31, 2018 |
||||||||||||||||
|
|
Ferrellgas, L.P. |
|
Ferrellgas |
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
(Parent and |
|
Finance Corp. |
|
Guarantor |
|
Non-Guarantor |
|
|
|
|
|
|
||||
|
|
Co-Issuer) |
|
(Co-Issuer) |
|
Subsidiaries |
|
Subsidiaries |
|
Eliminations |
|
Consolidated |
||||||
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
119,133 |
|
$ |
1 |
|
$ |
174 |
|
$ |
— |
|
$ |
— |
|
$ |
119,308 |
Accounts and notes receivable, net |
|
|
(3,420) |
|
|
— |
|
|
9,395 |
|
|
120,079 |
|
|
— |
|
|
126,054 |
Intercompany receivables |
|
|
15,660 |
|
|
— |
|
|
— |
|
|
— |
|
|
(15,660) |
|
|
— |
Inventories |
|
|
83,694 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
83,694 |
Prepaid expenses and other current assets |
|
|
34,050 |
|
|
— |
|
|
775 |
|
|
5 |
|
|
— |
|
|
34,830 |
Total current assets |
|
|
249,117 |
|
|
1 |
|
|
10,344 |
|
|
120,084 |
|
|
(15,660) |
|
|
363,886 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net |
|
|
557,689 |
|
|
— |
|
|
34 |
|
|
— |
|
|
— |
|
|
557,723 |
Goodwill, net |
|
|
246,098 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
246,098 |
Intangible assets, net |
|
|
120,951 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
120,951 |
Investments in consolidated subsidiaries |
|
|
59,937 |
|
|
— |
|
|
— |
|
|
— |
|
|
(59,937) |
|
|
— |
Other assets, net |
|
|
63,411 |
|
|
— |
|
|
9,961 |
|
|
1,216 |
|
|
— |
|
|
74,588 |
Total assets |
|
$ |
1,297,203 |
|
$ |
1 |
|
$ |
20,339 |
|
$ |
121,300 |
|
$ |
(75,597) |
|
$ |
1,363,246 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
45,171 |
|
$ |
— |
|
$ |
1,547 |
|
$ |
102 |
|
$ |
— |
|
$ |
46,820 |
Short-term borrowings |
|
|
32,800 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
32,800 |
Collateralized note payable |
|
|
— |
|
|
— |
|
|
— |
|
|
58,000 |
|
|
— |
|
|
58,000 |
Intercompany payables |
|
|
— |
|
|
— |
|
|
(143) |
|
|
15,803 |
|
|
(15,660) |
|
|
— |
Other current liabilities |
|
|
131,702 |
|
|
— |
|
|
6,036 |
|
|
353 |
|
|
— |
|
|
138,091 |
Total current liabilities |
|
|
209,673 |
|
|
— |
|
|
7,440 |
|
|
74,258 |
|
|
(15,660) |
|
|
275,711 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt |
|
|
1,728,137 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1,728,137 |
Other liabilities |
|
|
39,471 |
|
|
— |
|
|
5 |
|
|
— |
|
|
— |
|
|
39,476 |
Contingencies and commitments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Partners' capital (deficit): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Partners' equity |
|
|
(700,811) |
|
|
1 |
|
|
12,894 |
|
|
47,042 |
|
|
(59,937) |
|
|
(700,811) |
Accumulated other comprehensive income |
|
|
20,733 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
20,733 |
Total partners' capital (deficit) |
|
|
(680,078) |
|
|
1 |
|
|
12,894 |
|
|
47,042 |
|
|
(59,937) |
|
|
(680,078) |
Total liabilities and partners' capital (deficit) |
|
$ |
1,297,203 |
|
$ |
1 |
|
$ |
20,339 |
|
$ |
121,300 |
|
$ |
(75,597) |
|
$ |
1,363,246 |
51
FERRELLGAS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
(in thousands)
|
|
For the three months ended January 31, 2019 |
||||||||||||||||
|
|
Ferrellgas, L.P. |
|
Ferrellgas |
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
(Parent and |
|
Finance Corp. |
|
Guarantor |
|
Non-Guarantor |
|
|
|
|
|
|
||||
|
|
Co-Issuer) |
|
(Co-Issuer) |
|
Subsidiaries |
|
Subsidiaries |
|
Eliminations |
|
Consolidated |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Propane and other gas liquids sales |
|
$ |
550,112 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
550,112 |
Other |
|
|
23,216 |
|
|
— |
|
|
49 |
|
|
— |
|
|
— |
|
|
23,265 |
Total revenues |
|
|
573,328 |
|
|
— |
|
|
49 |
|
|
— |
|
|
— |
|
|
573,377 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales - propane and other gas liquids sales |
|
|
311,531 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
311,531 |
Cost of sales - other |
|
|
3,308 |
|
|
— |
|
|
114 |
|
|
— |
|
|
— |
|
|
3,422 |
Operating expense |
|
|
121,180 |
|
|
— |
|
|
39 |
|
|
1,884 |
|
|
(1,884) |
|
|
121,219 |
Depreciation and amortization expense |
|
|
19,493 |
|
|
— |
|
|
— |
|
|
112 |
|
|
— |
|
|
19,605 |
General and administrative expense |
|
|
16,338 |
|
|
3 |
|
|
— |
|
|
— |
|
|
— |
|
|
16,341 |
Equipment lease expense |
|
|
8,415 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
8,415 |
Non-cash employee stock ownership plan compensation charge |
|
|
1,944 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1,944 |
Loss on asset sales and disposals |
|
|
2,045 |
|
|
— |
|
|
171 |
|
|
— |
|
|
— |
|
|
2,216 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
|
89,074 |
|
|
(3) |
|
|
(275) |
|
|
(1,996) |
|
|
1,884 |
|
|
88,684 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(34,655) |
|
|
— |
|
|
(38) |
|
|
(1,457) |
|
|
— |
|
|
(36,150) |
Other income (expense), net |
|
|
96 |
|
|
— |
|
|
(10) |
|
|
2,916 |
|
|
(2,916) |
|
|
86 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) before income taxes |
|
|
54,515 |
|
|
(3) |
|
|
(323) |
|
|
(537) |
|
|
(1,032) |
|
|
52,620 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
|
3 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
3 |
Equity in earnings (loss) of subsidiaries |
|
|
(863) |
|
|
— |
|
|
— |
|
|
— |
|
|
863 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) |
|
|
53,649 |
|
|
(3) |
|
|
(323) |
|
|
(537) |
|
|
(169) |
|
|
52,617 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss |
|
|
(17,273) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(17,273) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) |
|
$ |
36,376 |
|
$ |
(3) |
|
$ |
(323) |
|
$ |
(537) |
|
$ |
(169) |
|
$ |
35,344 |
52
FERRELLGAS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
(in thousands)
|
|
For the three months ended January 31, 2018 |
||||||||||||||||
|
|
Ferrellgas, L.P. |
|
Ferrellgas |
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
(Parent and |
|
Finance Corp. |
|
Guarantor |
|
Non-Guarantor |
|
|
|
|
|
|
||||
|
|
Co-Issuer) |
|
(Co-Issuer) |
|
Subsidiaries |
|
Subsidiaries |
|
Eliminations |
|
Consolidated |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Propane and other gas liquids sales |
|
$ |
592,275 |
|
$ |
— |
|
$ |
(36) |
|
$ |
— |
|
$ |
— |
|
$ |
592,239 |
Midstream operations |
|
|
— |
|
|
— |
|
|
117,276 |
|
|
— |
|
|
— |
|
|
117,276 |
Other |
|
|
22,707 |
|
|
— |
|
|
22,934 |
|
|
— |
|
|
— |
|
|
45,641 |
Total revenues |
|
|
614,982 |
|
|
— |
|
|
140,174 |
|
|
— |
|
|
— |
|
|
755,156 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales - propane and other gas liquids sales |
|
|
362,927 |
|
|
— |
|
|
(9) |
|
|
— |
|
|
— |
|
|
362,918 |
Cost of sales - midstream operations |
|
|
— |
|
|
— |
|
|
107,067 |
|
|
— |
|
|
— |
|
|
107,067 |
Cost of sales - other |
|
|
2,853 |
|
|
— |
|
|
17,934 |
|
|
— |
|
|
— |
|
|
20,787 |
Operating expense |
|
|
114,096 |
|
|
— |
|
|
9,795 |
|
|
1,833 |
|
|
(2,008) |
|
|
123,716 |
Depreciation and amortization expense |
|
|
18,521 |
|
|
— |
|
|
6,893 |
|
|
71 |
|
|
— |
|
|
25,485 |
General and administrative expense |
|
|
13,833 |
|
|
3 |
|
|
1,054 |
|
|
— |
|
|
— |
|
|
14,890 |
Equipment lease expense |
|
|
6,862 |
|
|
— |
|
|
92 |
|
|
— |
|
|
— |
|
|
6,954 |
Non-cash employee stock ownership plan compensation charge |
|
|
4,031 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
4,031 |
Asset impairments |
|
|
— |
|
|
|
|
|
10,005 |
|
|
|
|
|
— |
|
|
10,005 |
Loss on asset sales and disposals |
|
|
555 |
|
|
— |
|
|
38,694 |
|
|
— |
|
|
— |
|
|
39,249 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
|
91,304 |
|
|
(3) |
|
|
(51,351) |
|
|
(1,904) |
|
|
2,008 |
|
|
40,054 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(21,212) |
|
|
— |
|
|
(11,739) |
|
|
(1,107) |
|
|
— |
|
|
(34,058) |
Other income (expense), net |
|
|
408 |
|
|
— |
|
|
276 |
|
|
2,008 |
|
|
(2,008) |
|
|
684 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) before income taxes |
|
|
70,500 |
|
|
(3) |
|
|
(62,814) |
|
|
(1,003) |
|
|
— |
|
|
6,680 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense (benefit) |
|
|
82 |
|
|
— |
|
|
(249) |
|
|
— |
|
|
— |
|
|
(167) |
Equity in earnings (loss) of subsidiaries |
|
|
(63,571) |
|
|
— |
|
|
— |
|
|
— |
|
|
63,571 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) |
|
|
6,847 |
|
|
(3) |
|
|
(62,565) |
|
|
(1,003) |
|
|
63,571 |
|
|
6,847 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income |
|
|
(8,671) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(8,671) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) |
|
$ |
(1,824) |
|
$ |
(3) |
|
$ |
(62,565) |
|
$ |
(1,003) |
|
$ |
63,571 |
|
$ |
(1,824) |
53
FERRELLGAS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
(in thousands)
|
|
For the six months ended January 31, 2019 |
||||||||||||||||
|
|
Ferrellgas, L.P. |
|
Ferrellgas |
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
(Parent and |
|
Finance Corp. |
|
Guarantor |
|
Non-Guarantor |
|
|
|
|
|
|
||||
|
|
Co-Issuer) |
|
(Co-Issuer) |
|
Subsidiaries |
|
Subsidiaries |
|
Eliminations |
|
Consolidated |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Propane and other gas liquids sales |
|
$ |
885,078 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
885,078 |
Other |
|
|
40,559 |
|
|
— |
|
|
49 |
|
|
— |
|
|
— |
|
|
40,608 |
Total revenues |
|
|
925,637 |
|
|
— |
|
|
49 |
|
|
— |
|
|
— |
|
|
925,686 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales - propane and other gas liquids sales |
|
|
515,667 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
515,667 |
Cost of sales - other |
|
|
6,355 |
|
|
— |
|
|
114 |
|
|
— |
|
|
— |
|
|
6,469 |
Operating expense |
|
|
231,511 |
|
|
— |
|
|
39 |
|
|
2,901 |
|
|
(2,901) |
|
|
231,550 |
Depreciation and amortization expense |
|
|
38,374 |
|
|
— |
|
|
— |
|
|
223 |
|
|
— |
|
|
38,597 |
General and administrative expense |
|
|
30,511 |
|
|
5 |
|
|
— |
|
|
— |
|
|
— |
|
|
30,516 |
Equipment lease expense |
|
|
16,278 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
16,278 |
Non-cash employee stock ownership plan compensation charge |
|
|
4,692 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
4,692 |
Asset impairments |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Loss on asset sales and disposals |
|
|
4,041 |
|
|
— |
|
|
2,679 |
|
|
— |
|
|
— |
|
|
6,720 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
|
78,208 |
|
|
(5) |
|
|
(2,783) |
|
|
(3,124) |
|
|
2,901 |
|
|
75,197 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(69,003) |
|
|
— |
|
|
(38) |
|
|
(2,304) |
|
|
— |
|
|
(71,345) |
Other income (expense), net |
|
|
115 |
|
|
— |
|
|
(10) |
|
|
5,119 |
|
|
(5,119) |
|
|
105 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) before income taxes |
|
|
9,320 |
|
|
(5) |
|
|
(2,831) |
|
|
(309) |
|
|
(2,218) |
|
|
3,957 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
|
154 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
154 |
Equity in earnings (loss) of subsidiary |
|
|
(3,145) |
|
|
— |
|
|
— |
|
|
— |
|
|
3,145 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) |
|
|
6,021 |
|
|
(5) |
|
|
(2,831) |
|
|
(309) |
|
|
927 |
|
|
3,803 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss |
|
|
(29,860) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(29,860) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) |
|
$ |
(23,839) |
|
$ |
(5) |
|
$ |
(2,831) |
|
$ |
(309) |
|
$ |
927 |
|
$ |
(26,057) |
54
FERRELLGAS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
(in thousands)
|
|
For the six months ended January 31, 2018 |
||||||||||||||||
|
|
Ferrellgas, L.P. |
|
Ferrellgas |
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
(Parent and |
|
Finance Corp. |
|
Guarantor |
|
Non-Guarantor |
|
|
|
|
|
|
||||
|
|
Co-Issuer) |
|
(Co-Issuer) |
|
Subsidiaries |
|
Subsidiaries |
|
Eliminations |
|
Consolidated |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Propane and other gas liquids sales |
|
$ |
894,392 |
|
$ |
— |
|
$ |
605 |
|
$ |
— |
|
$ |
— |
|
$ |
894,997 |
Midstream operations |
|
|
— |
|
|
— |
|
|
238,036 |
|
|
— |
|
|
— |
|
|
238,036 |
Other |
|
|
39,384 |
|
|
— |
|
|
37,394 |
|
|
— |
|
|
— |
|
|
76,778 |
Total revenues |
|
|
933,776 |
|
|
— |
|
|
276,035 |
|
|
— |
|
|
— |
|
|
1,209,811 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales - propane and other gas liquids sales |
|
|
541,746 |
|
|
— |
|
|
687 |
|
|
— |
|
|
— |
|
|
542,433 |
Cost of sales - midstream operations |
|
|
— |
|
|
— |
|
|
215,192 |
|
|
— |
|
|
— |
|
|
215,192 |
Cost of sales - other |
|
|
5,562 |
|
|
— |
|
|
28,927 |
|
|
— |
|
|
— |
|
|
34,489 |
Operating expense |
|
|
215,328 |
|
|
— |
|
|
19,058 |
|
|
3,015 |
|
|
(3,223) |
|
|
234,178 |
Depreciation and amortization expense |
|
|
36,868 |
|
|
— |
|
|
14,206 |
|
|
143 |
|
|
— |
|
|
51,217 |
General and administrative expense |
|
|
24,588 |
|
|
5 |
|
|
3,461 |
|
|
— |
|
|
— |
|
|
28,054 |
Equipment lease expense |
|
|
13,510 |
|
|
— |
|
|
185 |
|
|
— |
|
|
— |
|
|
13,695 |
Non-cash employee stock ownership plan compensation charge |
|
|
7,993 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
7,993 |
Asset impairments |
|
|
— |
|
|
— |
|
|
10,005 |
|
|
— |
|
|
— |
|
|
10,005 |
Loss on asset sales and disposals |
|
|
1,463 |
|
|
— |
|
|
38,681 |
|
|
— |
|
|
— |
|
|
40,144 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
|
86,718 |
|
|
(5) |
|
|
(54,367) |
|
|
(3,158) |
|
|
3,223 |
|
|
32,411 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(41,606) |
|
|
— |
|
|
(22,924) |
|
|
(1,724) |
|
|
— |
|
|
(66,254) |
Other income (expense), net |
|
|
623 |
|
|
— |
|
|
572 |
|
|
3,223 |
|
|
(3,223) |
|
|
1,195 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) before income taxes |
|
|
45,735 |
|
|
(5) |
|
|
(76,719) |
|
|
(1,659) |
|
|
— |
|
|
(32,648) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
|
72 |
|
|
— |
|
|
132 |
|
|
— |
|
|
— |
|
|
204 |
Equity in earnings (loss) of subsidiary |
|
|
(78,515) |
|
|
— |
|
|
— |
|
|
— |
|
|
78,515 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) |
|
|
(32,852) |
|
|
(5) |
|
|
(76,851) |
|
|
(1,659) |
|
|
78,515 |
|
|
(32,852) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income |
|
|
9,829 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
9,829 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) |
|
$ |
(23,023) |
|
$ |
(5) |
|
$ |
(76,851) |
|
$ |
(1,659) |
|
$ |
78,515 |
|
$ |
(23,023) |
55
FERRELLGAS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(in thousands)
|
|
For the six months ended January 31, 2019 |
||||||||||||||||
|
|
Ferrellgas, L.P. |
|
Ferrellgas |
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
(Parent and |
|
Finance Corp. |
|
Guarantor |
|
Non-Guarantor |
|
|
|
|
|
|
||||
|
|
Co-Issuer) |
|
(Co-Issuer) |
|
Subsidiaries |
|
Subsidiaries |
|
Eliminations |
|
Consolidated |
||||||
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
|
$ |
98,494 |
|
$ |
(5) |
|
$ |
24,696 |
|
$ |
(80,899) |
|
$ |
(82,000) |
|
$ |
(39,714) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business acquisitions, net of cash acquired |
|
|
(5,069) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(5,069) |
Capital expenditures |
|
|
(58,330) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(58,330) |
Proceeds from sale of assets |
|
|
1,960 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1,960 |
Cash collected for purchase of interest in accounts receivable |
|
|
— |
|
|
— |
|
|
— |
|
|
710,497 |
|
|
(710,497) |
|
|
— |
Cash remitted to Ferrellgas, L.P. for accounts receivable |
|
|
— |
|
|
— |
|
|
— |
|
|
(792,497) |
|
|
792,497 |
|
|
— |
Net changes in advances with consolidated entities |
|
|
(56,291) |
|
|
— |
|
|
— |
|
|
— |
|
|
56,291 |
|
|
— |
Other |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Net cash provided by (used in) investing activities |
|
|
(117,730) |
|
|
— |
|
|
— |
|
|
(82,000) |
|
|
138,291 |
|
|
(61,439) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions |
|
|
(25,568) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(25,568) |
Payments on long-term debt |
|
|
(1,014) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,014) |
Net reductions in short-term borrowings |
|
|
(32,800) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(32,800) |
Net additions to collateralized short-term borrowings |
|
|
— |
|
|
— |
|
|
— |
|
|
82,000 |
|
|
— |
|
|
82,000 |
Net changes in advances with parent |
|
|
— |
|
|
5 |
|
|
(24,624) |
|
|
80,910 |
|
|
(56,291) |
|
|
— |
Cash paid for financing costs |
|
|
(210) |
|
|
— |
|
|
— |
|
|
(11) |
|
|
— |
|
|
(221) |
Net cash provided by (used in) financing activities |
|
|
(59,592) |
|
|
5 |
|
|
(24,624) |
|
|
162,899 |
|
|
(56,291) |
|
|
22,397 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents |
|
|
(78,828) |
|
|
— |
|
|
72 |
|
|
— |
|
|
— |
|
|
(78,756) |
Cash and cash equivalents - beginning of year |
|
|
119,133 |
|
|
1 |
|
|
174 |
|
|
— |
|
|
— |
|
|
119,308 |
Cash and cash equivalents - end of year |
|
$ |
40,305 |
|
$ |
1 |
|
$ |
246 |
|
$ |
— |
|
$ |
— |
|
$ |
40,552 |
56
FERRELLGAS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(in thousands)
|
|
For the six months ended January 31, 2018 |
||||||||||||||||
|
|
Ferrellgas, L.P. |
|
Ferrellgas |
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
(Parent and |
|
Finance Corp. |
|
Guarantor |
|
Non-Guarantor |
|
|
|
|
|
|
||||
|
|
Co-Issuer) |
|
(Co-Issuer) |
|
Subsidiaries |
|
Subsidiaries |
|
Eliminations |
|
Consolidated |
||||||
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
|
$ |
(57,734) |
|
$ |
(5) |
|
$ |
13,335 |
|
$ |
120,563 |
|
$ |
(97,000) |
|
$ |
(20,841) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business acquisitions, net of cash acquired |
|
|
(14,862) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(14,862) |
Capital expenditures |
|
|
(34,391) |
|
|
— |
|
|
(1,302) |
|
|
— |
|
|
— |
|
|
(35,693) |
Proceeds from sale of assets |
|
|
4,207 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
4,207 |
Cash collected for purchase of interest in accounts receivable |
|
|
— |
|
|
— |
|
|
— |
|
|
574,783 |
|
|
(574,783) |
|
|
— |
Cash remitted to Ferrellgas, L.P. for accounts receivable |
|
|
— |
|
|
— |
|
|
— |
|
|
(671,783) |
|
|
671,783 |
|
|
— |
Net changes in advances with consolidated entities |
|
|
132,748 |
|
|
— |
|
|
— |
|
|
— |
|
|
(132,748) |
|
|
— |
Net cash provided by (used in) investing activities |
|
|
87,702 |
|
|
— |
|
|
(1,302) |
|
|
(97,000) |
|
|
(35,748) |
|
|
(46,348) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions |
|
|
(35,380) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(35,380) |
Proceeds from increase in long-term debt |
|
|
23,580 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
23,580 |
Payments on long-term debt |
|
|
(1,267) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,267) |
Net reductions in short-term borrowings |
|
|
(7,879) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(7,879) |
Net additions to collateralized short-term borrowings |
|
|
— |
|
|
— |
|
|
— |
|
|
97,000 |
|
|
— |
|
|
97,000 |
Net changes in advances with parent |
|
|
— |
|
|
5 |
|
|
(12,190) |
|
|
(120,563) |
|
|
132,748 |
|
|
— |
Cash paid for financing costs |
|
|
(395) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(395) |
Net cash provided by (used in) financing activities |
|
|
(21,341) |
|
|
5 |
|
|
(12,190) |
|
|
(23,563) |
|
|
132,748 |
|
|
75,659 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents |
|
|
8,627 |
|
|
— |
|
|
(157) |
|
|
— |
|
|
— |
|
|
8,470 |
Cash and cash equivalents - beginning of year |
|
|
5,327 |
|
|
1 |
|
|
373 |
|
|
— |
|
|
— |
|
|
5,701 |
Cash and cash equivalents - end of year |
|
$ |
13,954 |
|
$ |
1 |
|
$ |
216 |
|
$ |
— |
|
$ |
— |
|
$ |
14,171 |
57
N. Subsequent events
Ferrellgas, L.P. evaluated events and transactions occurring after the balance sheet date through the date Ferrellgas, L.P.’s condensed consolidated financial statements were issued and concluded that there were no events or transactions occurring during this period that require recognition or disclosure in its condensed consolidated financial statements.
58
(a wholly-owned subsidiary of Ferrellgas, L.P.)
(unaudited)
|
|
January 31, 2019 |
|
July 31, 2018 |
||
ASSETS |
|
|
|
|
|
|
Cash |
|
$ |
1,100 |
|
$ |
1,100 |
Prepaid expenses and other current assets |
|
|
— |
|
|
1,500 |
Total assets |
|
$ |
1,100 |
|
$ |
2,600 |
|
|
|
|
|
|
|
Contingencies and commitments (Note B) |
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDER'S EQUITY |
|
|
|
|
|
|
Common stock, $1.00 par value; 2,000 shares authorized; 1,000 shares issued and outstanding |
|
$ |
1,000 |
|
$ |
1,000 |
Additional paid in capital |
|
|
76,452 |
|
|
72,552 |
Accumulated deficit |
|
|
(76,352) |
|
|
(70,952) |
Total stockholder's equity |
|
$ |
1,100 |
|
$ |
2,600 |
See notes to condensed financial statements.
59
FERRELLGAS FINANCE CORP.
(a wholly-owned subsidiary of Ferrellgas, L.P.)
CONDENSED STATEMENTS OF OPERATIONS
(unaudited)
|
|
For the three months ended January 31, |
|
For the six months ended January 31, |
|
||||||||
|
|
2019 |
|
2018 |
|
2019 |
|
2018 |
|
||||
General and administrative expense |
|
$ |
3,850 |
|
$ |
3,666 |
|
$ |
5,400 |
|
$ |
5,216 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(3,850) |
|
$ |
(3,666) |
|
$ |
(5,400) |
|
$ |
(5,216) |
|
See notes to condensed financial statements.
60
FERRELLGAS FINANCE CORP.
(a wholly-owned subsidiary of Ferrellgas, L.P.)
CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)
|
|
For the six months ended January 31, |
||||
|
|
2019 |
|
2018 |
||
Cash flows from operating activities: |
|
|
|
|
|
|
Net loss |
|
$ |
(5,400) |
|
$ |
(5,216) |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
Prepaid expenses and other current assets |
|
|
1,500 |
|
|
1,500 |
Cash used in operating activities |
|
|
(3,900) |
|
|
(3,716) |
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
Capital contribution |
|
|
3,900 |
|
|
3,716 |
Cash provided by financing activities |
|
|
3,900 |
|
|
3,716 |
|
|
|
|
|
|
|
Net change in cash |
|
|
— |
|
|
— |
Cash - beginning of period |
|
|
1,100 |
|
|
1,100 |
Cash - end of period |
|
$ |
1,100 |
|
$ |
1,100 |
See notes to condensed financial statements.
61
FERRELLGAS FINANCE CORP.
(a wholly-owned subsidiary of Ferrellgas, L.P.)
(unaudited)
NOTES TO CONDENSED FINANCIAL STATEMENTS
A. Formation
Ferrellgas Finance Corp. (the “Finance Corp.”), a Delaware corporation, was formed on January 16, 2003 and is a wholly-owned subsidiary of Ferrellgas, L.P. (the “Partnership”).
The condensed financial statements 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 financial statements were of a normal recurring nature.
The Finance Corp. has nominal assets, does not conduct any operations and has no employees.
B. Contingencies and commitments
The Finance Corp. serves as co-issuer and co-obligor for debt securities of the Partnership.
The indentures governing the senior notes agreements contains various restrictive covenants applicable to the Partnership and its subsidiaries, the most restrictive relating to additional indebtedness and restricted payments. The restricted payments covenants require that, for the Partnership to make a restricted payment, the ratio of trailing four quarters EBITDA to interest expense (both as adjusted for certain, specified items) of the Partnership be at least 1.75x on a pro forma basis giving effect to the restricted payment and, if applicable, certain other specified events, subject to its ability to make restricted payments under the limited exception described below. If this pro forma ratio is below 1.75x, the Partnership may make restricted payments in limited amounts determined under the indentures. As of January 31, 2019, the ratio was 1.67x. As a result, it’s likely the distribution that will be made by the Partnership on June 15, 2019 for payment of interest on Ferrellgas Partners’ unsecured senior notes due 2020 will be made from capacity under the limited exception to the ratio requirement. the Partnership believes that its remaining capacity under the limited exception to the ratio requirement will allow it to make distributions to Ferrellgas Partners’ to cover interest payments on Ferrellgas Partners’ unsecured senior notes due 2020 through the maturity of those notes.
62
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
Our management’s discussion and analysis of financial condition and results of operations relates to Ferrellgas Partners and the operating partnership.
Ferrellgas Partners Finance Corp. and Ferrellgas Finance Corp. have nominal assets, do not conduct any operations and have no employees other than officers. Ferrellgas Partners Finance Corp. serves as co-issuer and co-obligor for debt securities of Ferrellgas Partners while Ferrellgas Finance Corp. serves as co-issuer and co-obligor for debt securities of the operating partnership. Accordingly, and due to the reduced disclosure format, a discussion of the results of operations, liquidity and capital resources of Ferrellgas Partners Finance Corp. and Ferrellgas Finance Corp. is not presented.
In this Item 2 of the Quarterly Report on Form 10‑Q, unless the context indicates otherwise:
· |
“us,” “we,” “our,” “ours,” “consolidated,” or "Ferrellgas" are references exclusively to Ferrellgas Partners, L.P. together with its consolidated subsidiaries, including Ferrellgas Partners Finance Corp., Ferrellgas, L.P. and Ferrellgas Finance Corp., except when used in connection with “common units,” in which case these terms refer to Ferrellgas Partners, L.P. without its consolidated subsidiaries; |
· |
“Ferrellgas Partners” refers to Ferrellgas Partners, L.P. itself, without its consolidated subsidiaries; |
· |
the “operating partnership” refers to Ferrellgas, L.P., together with its consolidated subsidiaries, including Ferrellgas Finance Corp.; |
· |
our “general partner” refers to Ferrellgas, Inc.; |
· |
“Ferrell Companies” refers to Ferrell Companies, Inc., the sole shareholder of our general partner; |
· |
“unitholders” refers to holders of common units of Ferrellgas Partners; |
· |
"GAAP" refers to accounting principles generally accepted in the United States; |
· |
“retail sales” refers to Propane and other gas liquid sales: Retail - Sales to End Users or the volume of propane sold primarily to our residential, industrial/commercial and agricultural customers; |
· |
“wholesale sales” refers to Propane and other gas liquid sales: Wholesale - Sales to Resellers or the volume of propane sold primarily to our portable tank exchange customers and bulk propane sold to wholesale customers; |
· |
“other gas sales” refers to Propane and other gas liquid sales: Other Gas Sales or the volume of bulk propane sold to other third party propane distributors or marketers and the volume of refined fuel sold; |
· |
“propane sales volume” refers to the volume of propane sold to our retail sales and wholesale sales customers; |
· |
“Notes” refers to the notes of the condensed consolidated financial statements of Ferrellgas Partners or the operating partnership, as applicable; |
Ferrellgas Partners is a holding entity that conducts no operations and has two direct subsidiaries, Ferrellgas Partners Finance Corp. and the operating partnership. Ferrellgas Partners’ only significant assets are its approximate 99% limited partnership interest in the operating partnership and its 100% equity interest in Ferrellgas Partners Finance Corp. The
63
common units of Ferrellgas Partners are listed on the New York Stock Exchange and our activities are primarily conducted through 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, except for interest expense related to the senior notes co-issued by Ferrellgas Partners and Ferrellgas Partners Finance Corp.
Our general partner performs all management functions for us and our subsidiaries and holds a 1% general partner interest in Ferrellgas Partners and an approximate 1% general partner interest in the operating partnership. The parent company of our general partner, Ferrell Companies, beneficially owns approximately 23% of our outstanding common units. Ferrell Companies is owned 100% by an employee stock ownership trust.
We file annual, quarterly, and other reports and information with the Securities and Exchange Commission (the "SEC"). You may read and download our SEC filings over the Internet from several commercial document retrieval services as well as at the SEC’s website at www.sec.gov. Because our common units are traded on the New York Stock Exchange under the ticker symbol “FGP,” we also provide our SEC filings and particular other information to the New York Stock Exchange. You may obtain copies of these filings and such other information at the offices of the New York Stock Exchange located at 11 Wall Street, New York, New York 10005. In addition, our SEC filings are available on our website at www.ferrellgas.com at no cost as soon as reasonably practicable after our electronic filing or furnishing thereof with the SEC. Please note that any Internet addresses provided in this Quarterly Report on Form 10‑Q are for informational purposes only and are not intended to be hyperlinks. Accordingly, no information found and/or provided at such Internet addresses is intended or deemed to be incorporated by reference herein.
The following is a discussion of our historical financial condition and results of operations and should be read in conjunction with our historical consolidated financial statements and accompanying Notes thereto included in our Annual Report on Form 10‑K for fiscal 2018 and in our historical condensed consolidated financial statements and accompanying Notes thereto included elsewhere in this Quarterly Report on Form 10‑Q.
The discussions set forth in the “Results of Operations” and “Liquidity and Capital Resources” sections generally refer to Ferrellgas Partners and its consolidated subsidiaries. However, in these discussions there exists one material difference between Ferrellgas Partners and the operating partnership: because Ferrellgas Partners has outstanding $357 million in aggregate principal amount of 8.625% senior notes due fiscal 2020, the two partnerships incur different amounts of interest expense on their outstanding indebtedness. See the statements of operations in their respective condensed consolidated financial statements.
Cautionary Note Regarding Forward-looking Statements
Statements included in this report include forward-looking statements. These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. These statements often use words such as “anticipate,” “believe,” “intend,” “plan,” “projection,” “forecast,” “strategy,” “position,” “continue,” “estimate,” “expect,” “may,” “will,” or the negative of those terms or other variations of them or comparable terminology. These statements often discuss plans, strategies, events or developments that we expect or anticipate will or may occur in the future and are based upon the beliefs and assumptions of our management and on the information currently available to them. In particular, statements, express or implied, concerning our future operating results or our ability to generate sales, income or cash flow are forward-looking statements.
Forward-looking statements are not guarantees of performance. You should not put undue reliance on any forward-looking statements. All forward-looking statements are subject to risks, uncertainties and assumptions that could cause our actual results to differ materially from those expressed in or implied by these forward-looking statements. Many of the factors that will affect our future results are beyond our ability to control or predict. Some of the risk factors that may affect our business, financial condition or results of operations include:
· |
the effect of weather conditions on the demand for propane; |
64
· |
the prices of wholesale propane, motor fuel and crude oil; |
· |
disruptions to the supply of propane; |
· |
competition from other industry participants and other energy sources; |
· |
energy efficiency and technology advances; |
· |
adverse changes in our relationships with our national tank exchange customers; |
· |
significant delays in the collection of accounts or notes receivable; |
· |
customer, counterparty, supplier or vendor defaults; |
· |
changes in demand for, and production of, hydrocarbon products; |
· |
increased trucking and rail regulations; |
· |
inherent operating and litigation risks in gathering, transporting, handling and storing propane; |
· |
our inability to complete acquisitions or to successfully integrate acquired operations; |
· |
costs of complying with, or liabilities imposed under, environmental, health and safety laws; |
· |
the impact of pending and future legal proceedings; |
· |
the interruption, disruption, failure or malfunction of our information technology systems including due to cyber attack; |
· |
the impact of changes in tax law that could adversely affect the tax treatment of Ferrellgas Partners for federal income tax purposes; |
· |
economic and political instability, particularly in areas of the world tied to the energy industry; and |
· |
disruptions in the capital and credit markets. |
When considering any forward-looking statement, you should also keep in mind the risk factors set forth in “Item 1A. Risk Factors” of our Annual Report on Form 10‑K for fiscal 2018. Any of these risks could impair our business, financial condition or results of operations. Any such impairment may affect our ability to make distributions to our unitholders or pay interest on the principal of any of our debt securities. In addition, the trading price of our securities could decline as a result of any such impairment.
Except for our ongoing obligations to disclose material information as required by federal securities laws, we undertake no obligation to update any forward-looking statements or risk factors after the date of this Quarterly Report on Form 10‑Q.
Recent developments
Debt and interest expense reduction and refinancing strategy
We continue to execute on a strategy to further reduce our debt and interest expense. This strategy included entering into the new Senior Secured Credit Facility and amending its accounts receivable securitization facility in May 2018 and
65
certain asset sales during fiscal 2018. We continue to evaluate our options to address our leverage. We are in the process of engaging a financial advisor to assist us in addressing our upcoming debt maturities.
Financial covenants
The indenture governing the outstanding notes of Ferrellgas Partners and the agreements governing the operating partnership’s indebtedness contain various covenants that limit our ability and its subsidiaries to, among other things, make restricted payments and incur additional indebtedness. Our general partner believes that the most restrictive of these covenants are those related to the consolidated fixed charge coverage ratio, as defined in the indenture governing the outstanding notes of Ferrellgas Partners.
Consolidated fixed charge coverage ratio - Ferrellgas Partners, L.P., the master limited partnership
Under the Ferrellgas Partners indenture, before a restricted payment (as defined in the indenture) can be made by Ferrellgas Partners, Ferrellgas Partners must satisfy a consolidated fixed charge coverage ratio requirement or have unused capacity under a limited exception to the ratio requirement. If Ferrellgas Partners is unable to make restricted payments, Ferrellgas Partners will not have the ability to make distributions to Ferrellgas Partners common unitholders.
The restricted payments covenant requires that, for Ferrellgas Partners to make a restricted payment, the ratio of trailing four quarters EBITDA to interest expense (both as adjusted for certain, specified items) of Ferrellgas Partners be at least 1.75x, on a pro forma basis giving effect to the restricted payment and, if applicable, certain other specified events, subject to its ability to make restricted payments under the limited exception described below. If this pro forma ratio is below 1.75x, Ferrellgas Partners may make restricted payments of up to $50.0 million in total over a sixteen quarter period. As of January 31, 2019, the ratio was 1.38x. As a result of distributions paid to common unitholders in September 2017, December 2017, March 2018, June 2018, and September 2018 while this ratio was less than 1.75x, Ferrellgas Partners has used substantially all of its capacity under the limited exception and therefore is currently restricted by this covenant from making future restricted payments, including distributions to common unitholders. Accordingly, no distributions will be paid to common unitholders in March 2019 for the three months ended January 31, 2019. Unless this indenture is amended or replaced, or our consolidated fixed charge coverage ratio improves to at least 1.75x, this covenant will continue to restrict us from making common unit distributions.
Consolidated fixed charge coverage ratio - Ferrellgas, L.P., the operating partnership
Under the operating partnership indentures, before a restricted payment (as defined in the indentures) can be made by the operating partnership to Ferrellgas Partners, the operating partnership must satisfy a consolidated fixed charge coverage ratio requirement or have unused capacity under a limited exception to the ratio requirement. If the operating partnership is unable to make restricted payments, Ferrellgas Partners will not have the ability to make distributions to Ferrellgas Partners common unitholders or make interest payments on Ferrellgas Partners’ unsecured senior notes due 2020.
The restricted payments covenants require that, for the operating partnership to make a restricted payment, the ratio of trailing four quarters EBITDA to interest expense (both as adjusted for certain, specified items) of the operating partnership be at least 1.75x on a pro forma basis giving effect to the restricted payment and, if applicable, certain other specified events, subject to its ability to make restricted payments under the limited exception described below. If this pro forma ratio is below 1.75x, the operating partnership may make restricted payments in limited amounts determined under the indentures. As of January 31, 2019, the ratio was 1.67x. As a result, it’s likely the distribution that will be made by the operating partnership on June 15, 2019 for payment of interest on Ferrellgas Partners’ unsecured senior notes due 2020 will be made from capacity under the limited exception to the ratio requirement. The operating partnership believes that its remaining capacity under the limited exception to the ratio requirement will allow it to make distributions to Ferrellgas Partners’ to cover interest payments on Ferrellgas Partners’ unsecured senior notes due 2020 through the maturity of those notes.
66
Distributions
As discussed above, no distributions will be paid to common unitholders in March 2019 for the three months ended January 31, 2019. Unless the indenture governing the outstanding Ferrellgas Partners notes is amended or replaced, if our consolidated fixed charge coverage ratio under that indenture does not improve to at least 1.75x, this covenant will not allow us to make common unit distributions for our quarter ending January 31, 2019 and beyond.
How We Evaluate Our Operations
We evaluate our overall business performance based primarily on Adjusted EBITDA. We do not utilize depreciation, depletion and amortization expense in our key measures, because we focus our performance management on cash flow generation and our revenue generating assets have long useful lives.
Propane operations and related equipment sales
Based on our propane sales volumes in fiscal 2018, we believe that we are the second largest retail marketer of propane in the United States and a leading national provider of propane by portable tank exchange. We serve residential, industrial/commercial, portable tank exchange, agricultural, wholesale and other customers in all 50 states, the District of Columbia and Puerto Rico. Our operations primarily include the distribution and sale of propane and related equipment and supplies with concentrations in the Midwest, Southeast, Southwest and Northwest regions of the United States.
We use information on temperatures to understand how our results of operations are affected by temperatures that are warmer or colder than normal. Normal temperatures computed by us are the average of the last 10 years of information published by the National Oceanic and Atmospheric Administration. Based on this information we calculate a ratio of actual heating degree days to normal heating degree days. Heating degree days are a general indicator of weather impacting propane usage.
Weather conditions have a significant impact on demand for propane for heating purposes primarily during the months of November through March (the “winter heating season”). Accordingly, the volume of propane used by our customers for this purpose is directly affected by the severity of the winter weather in the regions we serve and can vary substantially from year to year. In any given region, sustained warmer-than-normal temperatures will tend to result in reduced propane usage, while sustained colder-than-normal temperatures will tend to result in greater usage. Although there is a strong correlation between weather and customer usage, general economic conditions in the United States and the wholesale price of propane can have a significant impact on this correlation. Additionally, there is a natural time lag between the onset of cold weather and increased sales to customers. If the United States were to experience a cooling trend we could expect nationwide demand for propane to increase which could lead to greater sales, income and liquidity availability. Conversely, if the United States were to experience a continued warming trend, we could expect nationwide demand for propane for heating purposes to decrease which could lead to a reduction in our sales, income and liquidity availability as well as impact our ability to maintain compliance with our debt covenants.
We employ risk management activities that attempt to mitigate price risks related to the purchase, storage, transport and sale of propane generally in the contract and spot markets from major domestic energy companies. We attempt to mitigate these price risks through the use of financial derivative instruments and forward propane purchase and sales contracts. We enter into propane sales commitments with a portion of our customers that provide for a contracted price agreement for a specified period of time. These commitments can expose us to product price risk if not immediately hedged with an offsetting propane purchase commitment.
Our open financial derivative propane purchase commitments are designated as hedges primarily for fiscal 2019 and 2020 sales commitments and, as of January 31, 2019, have experienced net mark-to-market losses of approximately $9.3 million. Because these financial derivative purchase commitments qualify for hedge accounting treatment, the resulting asset, liability and related mark-to-market gains or losses are recorded on the condensed consolidated balance sheets as “Prepaid expenses and other current assets,” "Other assets, net," “Other current liabilities,” "Other liabilities" and “Accumulated other comprehensive loss,” respectively, until settled. Upon settlement, realized gains or losses on these contracts will be reclassified to “Cost of sales-propane and other gas liquid sales” in the condensed consolidated
67
statements of operations as the underlying inventory is sold. These financial derivative purchase commitment net losses are expected to be offset by increased margins on propane sales commitments that qualify for the normal purchase normal sale exception. At January 31, 2019, we estimate 78% of currently open financial derivative purchase commitments, the related propane sales commitments and the resulting gross margin will be realized into earnings during the next twelve months.
Summary Discussion of Results of Operations:
Items Impacting the Comparability of Our Financial Results
Our current and future results of operations will not be comparable to our historical results of operations for the periods presented due to the following transactions:
· |
During the fourth quarter of fiscal 2018, we completed the sale of a subsidiary and a group of assets within the Midstream operations segment. The subsidiary sold was Bridger Environmental LLC, which encompassed all saltwater disposal activities previously operated by us. The group of assets sold included all assets, excluding working capital, associated with the crude oil trucking operations previously operated by us. Additionally, the sale included two crude oil injection terminals. |
· |
During the third quarter of fiscal 2018, we sold all 1,292 rail tank cars utilized in our Midstream operations segment. |
· |
During the second quarter of fiscal 2018, we completed the sale of Bridger Energy, LLC, included in our Midstream operations segment. |
· |
During the fourth quarter of fiscal 2018, we completed the sale of a group of assets encompassing an immaterial reporting unit within our Propane operations segment that sold lower margin propane related equipment. |
· |
Operating loss and adjusted EBITDA associated with these divestitures in the three months ended January 31, 2018 was $51.4 million and $3.9 million, respectively. Operating loss and adjusted EBITDA associated with these divestitures in the six months ended January 31, 2018 was $54.4 million and $11.1 million, respectively. |
For the three months ended January 31, 2019 and 2018
During the three months ended January 31, 2019, we generated net earnings attributable to Ferrellgas Partners L.P. of $43.3 million, compared to net loss attributable to Ferrellgas Partners L.P. of $1.8 million during the three months ended January 31, 2018.
Our propane operations and related equipment sales segment generated operating income of $108.1 million during the three months ended January 31, 2019, compared to operating income of $101.8 million earned during the three months ended January 31, 2018. The increase in operating income is primarily due to a $10.0 million impairment of goodwill related to an immaterial reporting unit that was not repeated in the current period and a $9.3 million increase in “Gross margin – Propane and other gas liquid sales”, partially offset by a $5.0 million decrease in “Gross margin – other”, a $3.9 million increase in "Operating, general and administrative expense", and a $1.7 million increase in "Equipment lease expense". The increase in "Operating, general and administrative expense" and "Gross margin - Propane and other gas liquid sales" primarily resulted from a 4% increase in retail customer count and related gallons sold. The impact of the sale of a group of assets that sold lower margin propane related equipment at the end of fiscal 2018 resulted in the decrease in "Gross margin - other". The increase in “Equipment lease expense” is due to both continued investment in new propane delivery trucks to serve our expanding customer base and to reduce the age of our fleet. In addition, we purchased new propane delivery trucks as discussed in “Distributable cash flow attributable to equity investors”.
Our corporate and other operations recognized an operating loss of $19.4 million during the three months ended January 31, 2019, compared to an operating loss of $61.7 million during the three months ended January 31, 2018. This
68
decrease in operating loss was primarily due to a $42.3 million operating loss related to our midstream operations in fiscal 2018.
“Interest expense” for Ferrellgas increased $2.2 million primarily due to increased interest rates on our secured credit facility.
Distributable cash flow attributable to equity investors decreased to $52.7 million in the current period from $79.2 million in the prior period primarily due to an $21.5 million increase in our maintenance capital expenditures. This increase in maintenance capital expenditures primarily relates to the purchase of new propane delivery trucks which have historically been leased.
Distributable cash flow excess decreased to $51.7 million in the current period from $67.9 million in the prior period, primarily due to an $21.5 million increase in our maintenance capital expenditures, as discussed above, partially offset by a $9.7 million decrease in distributions to common unitholders.
For the six months ended January 31, 2019 and 2018
During the six months ended January 31, 2019, we generated net loss attributable to Ferrellgas Partners L.P. of $13.7 million, compared to net loss attributable to Ferrellgas Partners L.P. of $49.8 million during the six months ended January 31, 2018.
Our propane operations and related equipment sales segment generated operating income of $115.0 million during the six months ended January 31, 2019, compared to operating income of $113.0 million earned during the six months ended January 31, 2018. The increase in operating income is primarily due to a $16.8 million increase in “Gross margin – Propane and other gas liquid sales” and a $10.0 million impairment of goodwill related to an immaterial reporting unit that was not repeated in the current period, partially offset by a $10.6 million increase in "Operating, general and administrative expense", a $8.2 million decrease in "Gross margin - other", and a $3.1 million increase in "Equipment lease expense". The increase in "Operating, general and administrative expense" and "Gross margin - Propane and other gas liquid sales" primarily resulted from a 4% increase in retail customer count. The impact of the sale of a group of assets that sold lower margin propane related equipment at the end of fiscal 2018 resulted in the decrease in "Gross margin - other". The increase in “Equipment lease expense” is due to both continued investment in new propane delivery trucks to serve our expanding customer base and to reduce the age of our fleet. In addition, we purchased new propane delivery trucks as discussed in “Distributable cash flow attributable to equity investors”.
Our corporate and other operations recognized an operating loss of $39.8 million during the six months ended January 31, 2019, compared to an operating loss of $80.6 million recognized during the six months ended January 31, 2018. This decrease in operating loss was primarily due to a $42.4 million operating loss related to our midstream operations in fiscal 2018, partially offset by increased corporate costs of $1.6 million.
“Interest expense” for Ferrellgas increased $5.3 million primarily due to increased interest rates on our secured credit facility.
Distributable cash flow attributable to equity investors decreased to $25.3 million in the current period from $59.9 million in the prior period primarily due to a $18.2 million increase in our maintenance capital expenditures, a $9.2 million decrease in our Adjusted EBITDA related to midstream operations in fiscal 2018 and a $4.8 million increase in cash interest expense. This increase in maintenance capital expenditures primarily relates to the purchase of new propane delivery trucks, which have historically been leased.
Distributable cash flow excess decreased to $15.1 million in the current period from $39.3 million in the prior period, primarily due to a $18.2 million increase in our maintenance capital expenditures, a $9.2 million decrease in our Adjusted EBITDA related to midstream operations in fiscal 2018 and a $4.8 million increase in cash interest expense, partially offset by a $9.7 million decrease in distributions to common unitholders.
69
Consolidated Results of Operations
|
|
Three months ended January 31, |
|
Six months ended January 31, |
|
||||||||
(amounts in thousands) |
|
2019 |
|
2018 |
|
2019 |
|
2018 |
|
||||
Total revenues |
|
$ |
573,377 |
|
$ |
755,156 |
|
$ |
925,686 |
|
$ |
1,209,811 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of sales |
|
|
314,953 |
|
|
490,772 |
|
|
522,136 |
|
|
792,114 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expense |
|
|
121,219 |
|
|
123,716 |
|
|
231,550 |
|
|
234,178 |
|
Depreciation and amortization expense |
|
|
19,605 |
|
|
25,485 |
|
|
38,597 |
|
|
51,217 |
|
General and administrative expense |
|
|
16,342 |
|
|
14,891 |
|
|
30,521 |
|
|
28,055 |
|
Equipment lease expense |
|
|
8,415 |
|
|
6,954 |
|
|
16,278 |
|
|
13,695 |
|
Non-cash employee stock ownership plan compensation charge |
|
|
1,944 |
|
|
4,031 |
|
|
4,692 |
|
|
7,993 |
|
Asset impairments |
|
|
— |
|
|
10,005 |
|
|
— |
|
|
10,005 |
|
Loss on asset sales and disposals |
|
|
2,216 |
|
|
39,249 |
|
|
6,720 |
|
|
40,144 |
|
Operating income |
|
|
88,683 |
|
|
40,053 |
|
|
75,192 |
|
|
32,410 |
|
Interest expense |
|
|
(44,891) |
|
|
(42,673) |
|
|
(88,769) |
|
|
(83,480) |
|
Other income, net |
|
|
86 |
|
|
684 |
|
|
105 |
|
|
1,195 |
|
Earnings (loss) before income taxes |
|
|
43,878 |
|
|
(1,936) |
|
|
(13,472) |
|
|
(49,875) |
|
Income tax expense (benefit) |
|
|
3 |
|
|
(162) |
|
|
161 |
|
|
215 |
|
Net earnings (loss) |
|
|
43,875 |
|
|
(1,774) |
|
|
(13,633) |
|
|
(50,090) |
|
Net earnings (loss) attributable to noncontrolling interest |
|
|
531 |
|
|
69 |
|
|
38 |
|
|
(332) |
|
Net earnings (loss) attributable to Ferrellgas Partners, L.P. |
|
|
43,344 |
|
|
(1,843) |
|
|
(13,671) |
|
|
(49,758) |
|
Less: General partner's interest in net earnings (loss) |
|
|
433 |
|
|
(19) |
|
|
(137) |
|
|
(498) |
|
Common unitholders' interest in net earnings (loss) |
|
$ |
42,911 |
|
$ |
(1,824) |
|
$ |
(13,534) |
|
$ |
(49,260) |
|
Non-GAAP Financial Measures
In this Quarterly Report we present three primary non-GAAP financial measures: Adjusted EBITDA, Distributable cash flow attributable to equity investors, and Distributable cash flow attributable to common unitholders.
Adjusted EBITDA. Adjusted EBITDA is calculated as net loss attributable to Ferrellgas Partners, L.P., less the sum of the following: income tax expense (benefit), interest expense, depreciation and amortization expense, non-cash employee stock ownership plan compensation charge, loss on asset sales and disposals, other income, net, severance costs, legal fees and settlements, multi-employer pension withdrawal settlement, unrealized (non-cash) loss on changes in fair value of derivatives not designated as hedging instruments, and net loss attributable to noncontrolling interest. Management believes the presentation of this measure is relevant and useful because it allows investors to view the partnership’s performance in a manner similar to the method management uses, adjusted for items management believes makes it easier to compare its results with other companies that have different financing and capital structures. This method of calculating Adjusted EBITDA may not be consistent with that of other companies and should be viewed in conjunction with measurements that are computed in accordance with GAAP.
Distributable Cash Flow Attributable to Equity Investors. Distributable cash flow attributable to equity investors is calculated as Adjusted EBITDA minus net cash interest expense, maintenance capital expenditures and cash paid for taxes, plus proceeds from asset sales. Management considers distributable cash flow attributable to equity investors a meaningful measure of the partnership’s ability to declare and pay quarterly distributions to equity investors. Distributable cash flow attributable to equity investors, as management defines it, may not be comparable to distributable cash flow attributable to equity investors or similarly titled measurements used by other corporations and partnerships. Items added into our calculation of distributable cash flow attributable to equity investors that will not occur on a continuing basis may have associated cash payments. Distributable cash flow attributable to equity investors may not be consistent with that of other companies and should be viewed in conjunction with measurements that are computed in accordance with GAAP.
70
Distributable Cash Flow Attributable to Common Unitholders. Distributable cash flow attributable to common unitholders is calculated as Distributable cash flow attributable to equity investors minus distributable cash flow attributable to general partner and noncontrolling interest. Management considers distributable cash flow attributable to common unitholders a meaningful measure of the partnership’s ability to declare and pay quarterly distributions to common unitholders. Distributable cash flow attributable to common unitholders, as management defines it, may not be comparable to distributable cash flow attributable to common unitholders or similarly titled measurements used by other corporations and partnerships. Items added into our calculation of distributable cash flow attributable to common unitholders that will not occur on a continuing basis may have associated cash payments. Distributable cash flow attributable to common unitholders may not be consistent with that of other companies and should be viewed in conjunction with measurements that are computed in accordance with GAAP.
The following table summarizes EBITDA, Adjusted EBITDA, Distributable cash flow attributable to equity investors and Distributable cash flow attributable to common unitholders for the three and six months ended January 31, 2019 and 2018, respectively:
|
|
Three months ended January 31, |
|
Six months ended January 31, |
|
||||||||
(amounts in thousands) |
|
2019 |
|
2018 |
|
2019 |
|
2018 |
|
||||
Net earnings (loss) attributable to Ferrellgas Partners, L.P. |
|
$ |
43,344 |
|
$ |
(1,843) |
|
$ |
(13,671) |
|
$ |
(49,758) |
|
Income tax expense (benefit) |
|
|
3 |
|
|
(162) |
|
|
161 |
|
|
215 |
|
Interest expense |
|
|
44,891 |
|
|
42,673 |
|
|
88,769 |
|
|
83,480 |
|
Depreciation and amortization expense |
|
|
19,605 |
|
|
25,485 |
|
|
38,597 |
|
|
51,217 |
|
EBITDA |
|
|
107,843 |
|
|
66,153 |
|
|
113,856 |
|
|
85,154 |
|
Non-cash employee stock ownership plan compensation charge |
|
|
1,944 |
|
|
4,031 |
|
|
4,692 |
|
|
7,993 |
|
Assets impairments |
|
|
— |
|
|
10,005 |
|
|
— |
|
|
10,005 |
|
Loss on asset sales and disposals |
|
|
2,216 |
|
|
39,249 |
|
|
6,720 |
|
|
40,144 |
|
Other income, net |
|
|
(86) |
|
|
(684) |
|
|
(105) |
|
|
(1,195) |
|
Severance costs |
|
|
1,600 |
|
|
— |
|
|
1,600 |
|
|
1,663 |
|
Legal fees and settlements |
|
|
5,608 |
|
|
2,118 |
|
|
9,172 |
|
|
2,118 |
|
Multi-employer pension plan withdrawal settlement |
|
|
— |
|
|
— |
|
|
1,524 |
|
|
— |
|
Unrealized (non-cash) loss on changes in fair value of derivatives not designated as hedging instruments |
|
|
— |
|
|
(314) |
|
|
— |
|
|
1,293 |
|
Net earnings (loss) attributable to noncontrolling interest |
|
|
531 |
|
|
69 |
|
|
38 |
|
|
(332) |
|
Adjusted EBITDA |
|
|
119,656 |
|
|
120,627 |
|
|
137,497 |
|
|
146,843 |
|
Net cash interest expense (a) |
|
|
(41,679) |
|
|
(39,734) |
|
|
(82,578) |
|
|
(77,791) |
|
Maintenance capital expenditures (b) |
|
|
(26,147) |
|
|
(4,640) |
|
|
(31,532) |
|
|
(13,344) |
|
Cash refund from (paid for) taxes |
|
|
4 |
|
|
(6) |
|
|
2 |
|
|
(12) |
|
Proceeds from certain asset sales |
|
|
899 |
|
|
2,999 |
|
|
1,960 |
|
|
4,207 |
|
Distributable cash flow attributable to equity investors |
|
|
52,733 |
|
|
79,246 |
|
|
25,349 |
|
|
59,903 |
|
Distributable cash flow attributable to general partner and non-controlling interest |
|
|
(1,055) |
|
|
(1,585) |
|
|
(507) |
|
|
(1,198) |
|
Distributable cash flow attributable to common unitholders |
|
|
51,678 |
|
|
77,661 |
|
|
24,842 |
|
|
58,705 |
|
Less: Distributions paid to common unitholders |
|
|
— |
|
|
(9,716) |
|
|
(9,715) |
|
|
(19,431) |
|
Distributable cash flow excess ( c) |
|
$ |
51,678 |
|
$ |
67,945 |
|
$ |
15,127 |
|
$ |
39,274 |
|
(a) |
Net cash interest expense is the sum of interest expense less non-cash interest expense and other income (expense), net. This amount includes interest expense related to the accounts receivable securitization facility. |
(b) |
Maintenance capital expenditures include capitalized expenditures for betterment and replacement of property, plant and equipment. |
(c) |
Distributable cash flow excess, if any, is retained to establish reserves to reduce debt, fund capital expenditures and for other partnership purposes. |
71
Segment Operating Results for the three months ended January 31, 2019 and 2018
Propane operations and related equipment sales
The following table summarizes propane sales volumes and the Adjusted EBITDA results of our propane operations and related equipment sales segment for the periods indicated:
|
|
2019 |
|
2018 |
|
Increase (Decrease) |
|
|||||
As of January 31, |
|
|
|
|
|
|
|
|
|
|
|
|
Retail customers |
|
|
706,741 |
|
|
681,671 |
|
|
25,070 |
|
4 |
% |
Tank exchange selling locations |
|
|
53,740 |
|
|
48,791 |
|
|
4,949 |
|
10 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
(amounts in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended January 31, |
|
|
|
|
|
|
|
|
|
|
|
|
Propane sales volumes (gallons): |
|
|
|
|
|
|
|
|
|
|
|
|
Retail - Sales to End Users |
|
|
239,044 |
|
|
235,071 |
|
|
3,973 |
|
2 |
% |
Wholesale - Sales to Resellers |
|
|
70,655 |
|
|
74,942 |
|
|
(4,287) |
|
(6) |
% |
|
|
|
309,699 |
|
|
310,013 |
|
|
(314) |
|
(0) |
% |
Revenues - |
|
|
|
|
|
|
|
|
|
|
|
|
Propane and other gas liquids sales: |
|
|
|
|
|
|
|
|
|
|
|
|
Retail - Sales to End Users |
|
$ |
415,827 |
|
|
417,472 |
|
$ |
(1,645) |
|
(0) |
% |
Wholesale - Sales to Resellers |
|
|
115,392 |
|
|
128,654 |
|
|
(13,262) |
|
(10) |
% |
Other Gas Sales (a) |
|
|
18,893 |
|
|
46,113 |
|
|
(27,220) |
|
(59) |
% |
Other (b) |
|
|
23,265 |
|
|
45,641 |
|
|
(22,376) |
|
(49) |
% |
Propane and related equipment revenues |
|
$ |
573,377 |
|
$ |
637,880 |
|
$ |
(64,503) |
|
(10) |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Margin - |
|
|
|
|
|
|
|
|
|
|
|
|
Propane and other gas liquids sales: (c) |
|
|
|
|
|
|
|
|
|
|
|
|
Retail - Sales to End Users (a) |
|
$ |
192,747 |
|
$ |
182,129 |
|
$ |
10,618 |
|
6 |
% |
Wholesale - Sales to Resellers (a) |
|
|
45,834 |
|
|
47,192 |
|
|
(1,358) |
|
(3) |
% |
Other (b) |
|
|
19,843 |
|
|
24,854 |
|
|
(5,011) |
|
(20) |
% |
Propane and related equipment gross margin |
|
|
258,424 |
|
|
254,175 |
|
|
4,249 |
|
2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating, general and administrative expense (d) |
|
|
121,217 |
|
|
117,306 |
|
|
3,911 |
|
3 |
% |
Equipment lease expense |
|
|
8,053 |
|
|
6,375 |
|
|
1,678 |
|
26 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
108,101 |
|
|
101,767 |
|
|
6,334 |
|
6 |
% |
Depreciation and amortization expense |
|
|
18,995 |
|
|
18,167 |
|
|
828 |
|
5 |
% |
Loss on asset sales and disposals |
|
|
2,058 |
|
|
555 |
|
|
1,503 |
|
NM |
|
Asset impairments |
|
|
— |
|
|
10,005 |
|
|
(10,005) |
|
NM |
|
Severance costs |
|
|
690 |
|
|
— |
|
|
690 |
|
NM |
|
Adjusted EBITDA |
|
$ |
129,844 |
|
$ |
130,494 |
|
$ |
(650) |
|
(0) |
% |
(a) |
Gross margin for Other Gas Sales is allocated to Gross margin "Retail - Sales to End Users" and "Wholesale - Sales to Resellers" based on the volumes in each respective category. |
(b) |
Other primarily includes appliance and material sales, and to a lesser extent various customer fee income. |
(c) |
Gross margin from "Propane and other gas liquids sales" represents "Revenues - Propane and other gas liquids sales" less "Cost of sales - Propane and other gas liquids sales" and does not include depreciation and amortization. |
(d) |
Operating, general, and administrative expenses are included in the calculation of Adjusted EBITDA. General and administrative expenses include only certain items that were directly attributable to the propane operations and related equipment sales segment. |
72
Propane sales volumes during the three months ended January 31, 2019 essentially remained even with the prior year period due to increased sales to retail customers of 4.0 million gallons, offset by a decrease of 4.3 million gallons to wholesale customers. The increase in propane sales volumes to retail customers was primarily due to the 4% increase in retail customer count.
Weather in the more highly concentrated geographic areas we serve for the three months ended January 31, 2018 was approximately 2% colder than normal, and 1% colder than the prior year period. Retail gallons increased due to efforts to increase market share and to a lesser extent colder weather.
Our wholesale sales price per gallon largely correlates to the change in the wholesale market price of propane. The Mt. Belvieu, Texas major supply point during the three months ended January 31, 2019 averaged 26% less than the prior year period, while at the Conway, Kansas major supply point prices averaged 32% less than the prior period. The wholesale market price at Mt. Belvieu, Texas averaged $0.70 and $0.95 per gallon during the three months ended January 31, 2019 and 2018, respectively, while the wholesale market price at Conway, Kansas averaged $0.61 and $0.90 per gallon during the three months ended January 31, 2019 and 2018, respectively. We believe this decrease in the wholesale cost of propane contributed to our decrease in revenues, but an increase in gross margin.
Revenues
Retail sales decreased $1.6 million compared to the prior period. This decrease resulted from an $8.7 million decrease in sales price per gallon, partially offset by $7.1 million in increased sales volumes, as discussed above.
Wholesale sales decreased $13.3 million compared to the prior period. This decrease primarily resulted from a $12.1 million decrease in sales price per gallon, as discussed above. Additionally, price per gallon decreased due to the impact of increased competitive pressures.
Other gas sales decreased $27.2 million compared to the prior year period primarily due to a decrease in sales volume.
Other revenues decreased $22.4 million compared to the prior year period primarily due to the sale of our lower margin propane related equipment business at the end of fiscal 2018.
Gross margin - Propane and other gas liquids sales
Gross margin increased $9.3 million due to both the increase in gross margin per gallon and gallon sales, both as discussed above. The increase in retail gross margin of $10.6 million resulted from an increase in gross margin per gallon and to a lesser extent increases in retail customer counts, both as discussed above. The $1.3 million decrease in wholesale gross margin primarily relates to decreased gross margin per gallon due to the impact of increased competitive pressures on the sales price per gallon, as discussed above.
Gross margin - other
Gross margin decreased $5.0 million compared to the prior year period primarily due to the sale of our lower margin propane related equipment business at the end of fiscal 2018.
Operating income
Operating income increased $6.3 million primarily due to a $10.0 million impairment of goodwill related to an immaterial reporting unit that was not repeated in the current period and a $9.3 million increase in “Gross margin – Propane and other gas liquid sales”, as discussed above, partially offset by a $5.0 million decrease in “Gross margin – other” and a $3.9 million increase in "Operating, general and administrative expense", as discussed above, and a $1.7 million increase in "Equipment lease expense". "Operating, general and administrative expense" increased primarily due to a $5.9 million increase in field personnel costs and a $1.7 million increase in general liability and workers compensation costs, partially offset by $3.4 million of costs incurred in the prior year period related to a business sold in
73
fiscal 2018. Equipment lease expense increased due to both continued investment in new propane delivery trucks to serve our expanding customer base and to reduce the age of our fleet.
Adjusted EBITDA
Adjusted EBITDA decreased $0.7 million primarily due to a $5.0 million decrease in “Gross margin – other”, a $3.5 million increase in "Operating, general and administrative expense", and a $1.7 million increase in "Equipment lease expense", partially offset by a $9.3 million increase in "Gross margin - Propane and other gas liquid sales", all as discussed above. "Operating, general and administrative expense" increased primarily due to a $5.2 million increase in field personnel costs, and a $1.7 million increase in general liability and worker compensation costs, partially offset by $3.4 million of costs incurred in the prior year period related to a business sold in fiscal 2018.
Corporate and other operations
The following table summarizes the financial results of our corporate operations for the periods indicated. Prior period amounts also include results of our midstream operations.
(amounts in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended January 31, |
|
2019 |
|
2018 |
|
Increase (Decrease) |
|
|||||
Volumes (barrels): |
|
|
|
|
|
|
|
|
|
|
|
|
Crude oil hauled |
|
|
— |
|
|
11,065 |
|
|
(11,065) |
|
NM |
|
Crude oil sold |
|
|
— |
|
|
1,556 |
|
|
(1,556) |
|
NM |
|
Salt water volume processed |
|
|
— |
|
|
4,851 |
|
|
(4,851) |
|
NM |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues - |
|
|
|
|
|
|
|
|
|
|
|
|
Crude oil logistics |
|
$ |
— |
|
$ |
15,886 |
|
$ |
(15,886) |
|
NM |
|
Crude oil sales |
|
|
— |
|
|
97,646 |
|
|
(97,646) |
|
NM |
|
Other |
|
|
— |
|
|
3,744 |
|
|
(3,744) |
|
NM |
|
|
|
$ |
— |
|
$ |
117,276 |
|
$ |
(117,276) |
|
NM |
|
Gross margin (a) - |
|
|
|
|
|
|
|
|
|
|
|
|
Crude oil logistics |
|
$ |
— |
|
$ |
6,550 |
|
$ |
(6,550) |
|
NM |
|
Crude oil sales |
|
|
— |
|
|
2,365 |
|
|
(2,365) |
|
NM |
|
Other |
|
|
— |
|
|
1,294 |
|
|
(1,294) |
|
NM |
|
|
|
|
— |
|
|
10,209 |
|
|
(10,209) |
|
NM |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating, general and administrative expense |
|
|
16,344 |
|
|
21,301 |
|
|
(4,957) |
|
(23) |
% |
Equipment lease expense |
|
|
362 |
|
|
579 |
|
|
(217) |
|
(37) |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss |
|
|
(19,418) |
|
|
(61,714) |
|
|
42,296 |
|
(69) |
% |
Depreciation and amortization expense |
|
|
610 |
|
|
7,318 |
|
|
(6,708) |
|
(92) |
% |
Non-cash employee stock ownership plan compensation charge |
|
|
1,944 |
|
|
4,031 |
|
|
(2,087) |
|
(52) |
% |
Loss on asset sales and disposals |
|
|
158 |
|
|
38,694 |
|
|
(38,536) |
|
NM |
|
Severance costs |
|
|
910 |
|
|
— |
|
|
910 |
|
NM |
|
Unrealized (non-cash) losses on changes in fair value of derivatives |
|
|
— |
|
|
(314) |
|
|
314 |
|
NM |
|
Legal fees and settlements |
|
|
5,608 |
|
|
2,118 |
|
|
3,490 |
|
165 |
% |
Adjusted EBITDA |
|
$ |
(10,188) |
|
$ |
(9,867) |
|
$ |
(321) |
|
3 |
% |
NM - Not meaningful
(a) |
Gross margin represents "Revenues - Midstream operations" less "Cost of sales - Midstream operations" and does not include depreciation and amortization. |
In various dispositions that occurred during fiscal 2018, we sold our midstream businesses, thus much of the significant variances reported above result from the cessation of the midstream business by the end of fiscal 2018.
74
Operating loss
Operating loss decreased by $42.3 million during the three months ended January 31, 2019 as compared to the three months ended January 31, 2018. This decrease in operating loss was primarily due to the $42.1 million operating loss related to our midstream operations in fiscal 2018 and decreased corporate costs of $0.2 million. Corporate costs decreased primarily due to a $2.1 million decrease in non-cash employee stock ownership plan compensation costs, $0.4 million decrease in depreciation and amortization, and $0.1 million decrease in equipment lease expense, partially offset by a $2.4 million increase in legal costs.
Adjusted EBITDA
Adjusted EBITDA decreased $0.3 million primarily due to the $2.3 million decrease in Adjusted EBITDA related to our midstream operations in fiscal 2018, offset by a $2.0 million increase in Adjusted EBITDA related to corporate costs. Corporate costs decreased primarily due to $1.1 million decrease in legal costs and $0.1 million decrease in equipment lease expense.
75
Segment Operating Results for the six months ended January 31, 2019 and 2018
Propane operations and related equipment sales
The following table summarizes propane sales volumes and the Adjusted EBITDA results of our propane operations and related equipment sales segment for the periods indicated:
|
|
2019 |
|
2018 |
|
Increase (Decrease) |
|
|||||
As of January 31, |
|
|
|
|
|
|
|
|
|
|
|
|
Retail customers |
|
|
706,741 |
|
|
681,671 |
|
|
25,070 |
|
4 |
% |
Tank exchange selling locations |
|
|
53,740 |
|
|
48,791 |
|
|
4,949 |
|
10 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
(amounts in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended January 31, |
|
|
|
|
|
|
|
|
|
|
|
|
Propane sales volumes (gallons): |
|
|
|
|
|
|
|
|
|
|
|
|
Retail - Sales to End Users |
|
|
368,711 |
|
|
354,365 |
|
|
14,346 |
|
4 |
% |
Wholesale - Sales to Resellers |
|
|
119,615 |
|
|
128,371 |
|
|
(8,756) |
|
(7) |
% |
|
|
|
488,326 |
|
|
482,736 |
|
|
5,590 |
|
1 |
% |
Revenues - |
|
|
|
|
|
|
|
|
|
|
|
|
Propane and other gas liquids sales: |
|
|
|
|
|
|
|
|
|
|
|
|
Retail - Sales to End Users |
|
$ |
633,591 |
|
$ |
601,266 |
|
$ |
32,325 |
|
5 |
% |
Wholesale - Sales to Resellers |
|
|
209,336 |
|
|
227,083 |
|
|
(17,747) |
|
(8) |
% |
Other Gas Sales (a) |
|
|
42,151 |
|
|
66,648 |
|
|
(24,497) |
|
(37) |
% |
Other (b) |
|
|
40,608 |
|
|
76,778 |
|
|
(36,170) |
|
(47) |
% |
Propane and related equipment revenues |
|
$ |
925,686 |
|
$ |
971,775 |
|
$ |
(46,089) |
|
(5) |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Margin - |
|
|
|
|
|
|
|
|
|
|
|
|
Propane and other gas liquids sales: (c) |
|
|
|
|
|
|
|
|
|
|
|
|
Retail - Sales to End Users (a) |
|
$ |
283,222 |
|
$ |
260,560 |
|
$ |
22,662 |
|
9 |
% |
Wholesale - Sales to Resellers (a) |
|
|
86,189 |
|
|
92,004 |
|
|
(5,815) |
|
(6) |
% |
Other (b) |
|
|
34,139 |
|
|
42,289 |
|
|
(8,150) |
|
(19) |
% |
Propane and related equipment gross margin |
|
$ |
403,550 |
|
$ |
394,853 |
|
$ |
8,697 |
|
2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating, general and administrative expense (d) |
|
$ |
231,548 |
|
$ |
221,571 |
|
$ |
9,977 |
|
5 |
% |
Equipment lease expense |
|
|
15,657 |
|
|
12,580 |
|
|
3,077 |
|
24 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
$ |
114,968 |
|
$ |
112,979 |
|
$ |
1,989 |
|
2 |
% |
Depreciation and amortization expense |
|
|
37,336 |
|
|
36,255 |
|
|
1,081 |
|
3 |
% |
Loss on asset sales and disposals |
|
|
4,041 |
|
|
1,463 |
|
|
2,578 |
|
176 |
% |
Asset impairments |
|
|
— |
|
|
10,005 |
|
|
(10,005) |
|
NM |
|
Severance costs |
|
|
690 |
|
|
358 |
|
|
332 |
|
93 |
% |
Multi-employer pension plan withdrawal settlement |
|
|
1,524 |
|
|
— |
|
|
1,524 |
|
NM |
|
Adjusted EBITDA |
|
$ |
158,559 |
|
$ |
161,060 |
|
$ |
(2,501) |
|
(2) |
% |
(a) |
Gross margin for Other Gas Sales is allocated to Gross margin "Retail - Sales to End Users" and "Wholesale - Sales to Resellers" based on the volumes in each respective category. |
(b) |
Other primarily includes appliance and material sales, and to a lesser extent various customer fee income. |
(c) |
Gross margin from "Propane and other gas liquids sales" represents "Revenues - Propane and other gas liquids sales" less "Cost of sales - Propane and other gas liquids sales" and does not include depreciation and amortization. |
(d) |
Operating, general, and administrative expenses are included in the calculation of Adjusted EBITDA. General and administrative expenses include only certain items that were directly attributable to the propane operations and related equipment sales segment. |
76
Propane sales volumes during the six months ended January 31, 2019 increased 1% or 5.6 million gallons, from the prior year period due to increased sales to retail customers of 14.3 million gallons, partially offset by a decrease of 8.7 million gallons to wholesale customers. The increase in propane sales volumes to retail customers was primarily due to the 4% increase in retail customer count. The decrease in propane sales to wholesale customers relates to the impact of increased competitive pressures.
Weather in the more highly concentrated geographic areas we serve for the six months ended January 31, 2018 was approximately 3% colder than normal and 3% colder than the prior year period. Retail gallons increased due to efforts to increase market share and to a lesser extent colder weather.
Our wholesale sales price per gallon largely correlates to the change in the wholesale market price of propane. The wholesale market price at major supply points in Mt. Belvieu, Texas during the six months ended January 31, 2019 averaged 6% less than the prior year period, while at the Conway, Kansas major supply point prices averaged 19% less than the prior period. The wholesale market price at Mt. Belvieu, Texas averaged $0.85 and $0.90 per gallon during the six months ended January 31, 2019 and 2018, respectively, while the wholesale market price at Conway, Kansas averaged $0.70 and $0.86 per gallon during the six months ended January 31, 2019 and 2018, respectively. We believe this decrease in the wholesale cost of propane contributed to our decrease in revenues, but an increase in gross margin.
Revenues
Retail sales increased $32.3 million compared to the prior period. This increase resulted from $24.3 million in increased sales volumes and an $8.0 million increase in sales price per gallon, both as discussed above.
Wholesale sales decreased $17.7 million compared to the prior period. This decrease primarily resulted from a $13.9 million decrease in sales price per gallon and $3.8 million due to decrease sales volumes, both as discussed above. Additionally, we believe the decrease in sales price per gallon was caused by the impact of increased competitive pressures.
Other gas sales decreased $24.5 million compared to the prior year period primarily due to decreased sales volumes.
Other revenues decreased $36.2 million compared to the prior year period primarily due to the sale of our lower margin propane related equipment business at the end of fiscal 2018.
Gross margin - Propane and other gas liquids sales
Gross margin increased $16.8 million primarily due to the increase in gallon sales, as discussed above, and to a lesser extent increased gross margin per gallon. The increase in retail gross margin of $22.7 million resulted from an increase in gross margin per gallon and to a lesser extent increases in retail customer counts, both as discussed above. The $5.9 million decrease in wholesale gross margin primarily relates to decreased gross margin per gallon due to the impact of increased competitive pressures on the sales price per gallon, as discussed above.
Gross margin - other
Gross margin decreased $8.2 million compared to the prior year period primarily due to the sale of our lower margin propane related equipment business at the end of fiscal 2018.
Operating income
Operating income increased $2.0 million primarily due to a $16.8 million increase in "Gross margin - Propane and other gas liquid sales", as discussed above, partially offset by a $10.6 million increase in "Operating, general and administrative expense", a $10.0 million impairment of goodwill related to an immaterial reporting unit that was not repeated in the current period, an $8.2 million decrease in "Gross margin - other", as discussed above, and a $3.1 million increase in "Equipment lease expense". "Operating, general and administrative expense" increased primarily due to a $10.3 million increase in field personnel costs, a $1.9 million increase in vehicle fuel costs, a $1.5 million pension
77
settlement charge associated with the withdrawal from a multi-employer pension plan and a $2.6 million increase in general liability and worker compensation costs, partially offset by $6.4 million of costs incurred in the prior year period related to a business sold in fiscal 2018. Equipment lease expense increased due to both continued investment in new propane delivery trucks to serve our expanding customer base and to reduce the age of our fleet.
Adjusted EBITDA
Adjusted EBITDA decreased $2.5 million primarily due to an $8.1 million increase in "Operating, general and administrative expense", an $8.2 million decrease in "Gross margin - other" and a $3.1 million increase in "Equipment lease expense", partially offset by a $16.8 million increase in "Gross margin - Propane and other gas liquid sales", all as discussed above. "Operating, general and administrative expense" increased primarily due to a $10.0 million increase in field personnel costs, a $1.9 million increase in vehicle fuel costs and a $2.6 million increase in general liability and worker compensation costs, partially offset by $6.4 million of costs incurred in the prior year period related to a business sold in fiscal 2018.
Corporate and other operations
The following table summarizes the financial results of our corporate operations for the periods indicated. Prior period amounts also include results of our midstream operations.
(amounts in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended January 31, |
|
2019 |
|
2018 |
|
Increase (Decrease) |
|
|||||
Volumes (barrels): |
|
|
|
|
|
|
|
|
|
|
|
|
Crude oil hauled |
|
|
— |
|
|
23,215 |
|
|
(23,215) |
|
NM |
|
Crude oil sold |
|
|
— |
|
|
3,385 |
|
|
(3,385) |
|
NM |
|
Salt water volume processed |
|
|
— |
|
|
9,791 |
|
|
(9,791) |
|
NM |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues - |
|
|
|
|
|
|
|
|
|
|
|
|
Crude oil logistics |
|
$ |
— |
|
$ |
33,227 |
|
$ |
(33,227) |
|
NM |
|
Crude oil sales |
|
|
— |
|
|
196,665 |
|
|
(196,665) |
|
NM |
|
Other |
|
|
— |
|
|
8,144 |
|
|
(8,144) |
|
NM |
|
|
|
$ |
— |
|
$ |
238,036 |
|
$ |
(238,036) |
|
NM |
|
Gross margin (a) - |
|
|
|
|
|
|
|
|
|
|
|
|
Crude oil logistics |
|
$ |
— |
|
$ |
17,506 |
|
$ |
(17,506) |
|
NM |
|
Crude oil sales |
|
|
— |
|
|
3,014 |
|
|
(3,014) |
|
NM |
|
Other |
|
|
— |
|
|
2,324 |
|
|
(2,324) |
|
NM |
|
|
|
$ |
— |
|
$ |
22,844 |
|
$ |
(22,844) |
|
NM |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating, general, and administrative expenses |
|
$ |
30,521 |
|
$ |
40,662 |
|
$ |
(10,141) |
|
(25) |
% |
Equipment lease expense |
|
|
621 |
|
|
1,115 |
|
|
(494) |
|
(44) |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss |
|
$ |
(39,776) |
|
$ |
(80,569) |
|
$ |
40,793 |
|
(51) |
% |
Depreciation and amortization expense |
|
|
1,261 |
|
|
14,962 |
|
|
(13,701) |
|
(92) |
% |
Non-cash employee stock ownership plan compensation charge |
|
|
4,692 |
|
|
7,993 |
|
|
(3,301) |
|
(41) |
% |
Loss on asset sales and disposals |
|
|
2,679 |
|
|
38,681 |
|
|
(36,002) |
|
(93) |
% |
Legal fees and settlements |
|
|
9,172 |
|
|
2,118 |
|
|
7,054 |
|
333 |
% |
Severance costs |
|
|
910 |
|
|
1,305 |
|
|
(395) |
|
(30) |
% |
Unrealized (non-cash) gain on changes in fair value of derivatives not designated as hedging instruments |
|
|
— |
|
|
1,293 |
|
|
(1,293) |
|
NM |
|
Adjusted EBITDA |
|
$ |
(21,062) |
|
$ |
(14,217) |
|
$ |
(6,845) |
|
48 |
% |
NM - Not meaningful
(a) |
Gross margin represents "Revenues - Midstream operations" less "Cost of sales - Midstream operations" and does not include depreciation and amortization. |
78
In various dispositions that occurred during fiscal 2018, we sold our midstream businesses, thus much of the significant variances reported above result from the cessation of the midstream business by the end of fiscal 2018.
Operating loss
Operating loss decreased by $40.8 million during the six months ended January 31, 2019 as compared to the six months ended January 31, 2018. This decrease in operating loss was primarily due to the $42.4 million operating loss related to our midstream operations in fiscal 2018, partially offset by increased corporate costs of $1.6 million. Corporate costs increased primarily due to a $5.5 million increase in legal costs, partially offset by a $3.3 million decrease in non-cash employee stock ownership plan compensation costs and a $0.3 million decrease in equipment lease expense.
Adjusted EBITDA
Adjusted EBITDA decreased $6.8 million primarily due to the $9.2 million in Adjusted EBITDA related to our midstream operations in fiscal 2018, partially offset by a $2.4 million decrease in corporate costs. Corporate costs decreased primarily due to a $1.6 million decrease in legal costs and a $0.3 million decrease in equipment lease expense.
Liquidity and Capital Resources
General
Our primary sources of liquidity and capital resources are cash flows from operating activities, borrowings under our secured credit facility and our accounts receivable securitization facility and funds received from sales of debt and equity securities. As of January 31, 2019, our total liquidity was $236.8 million, which is comprised of $40.6 million in cash and $196.2 million of availability under our secured credit facility. These sources of liquidity and short term capital resources are intended to fund our working capital requirements, letter of credit requirements, and acquisition and capital expenditures. Our access to long term capital resources, in order to address our leverage, may be affected by our ability to access the capital markets, covenants in our debt agreements, unforeseen demands on cash, or other events beyond our control. We are in the process of engaging a financial advisor to assist us in addressing our upcoming debt maturities.
Financial Covenants
As more fully described in Item 2. Management’s Discussion and Analysis under the subheading “Financial Covenants”, the indenture governing the outstanding notes of Ferrellgas Partners and the agreements governing the operating partnership’s indebtedness contain various covenants that limit our ability to, among other things, incur additional indebtedness and make distribution payments to our common unitholders. Given the limitations of these covenants, we continue to execute on a strategy to reduce our debt and interest expense. If we are unsuccessful with our strategy to further reduce debt and interest expense, we will continue to be restricted from making distribution payments to our common unitholders.
We may not meet the applicable financial tests in future quarters if we were to experience:
· |
significantly warmer than normal temperatures during the winter heating season; |
· |
significant and sustained increases in the wholesale cost of propane that we are unable to pass along to our customers; |
· |
a more volatile energy commodity cost environment; |
· |
an unexpected downturn in business operations; |
79
· |
a significant delay in the collection of accounts or notes receivable; |
· |
a failure to execute our debt and interest expense reduction and refinancing initiatives; |
· |
a change in customer retention or purchasing patterns due to economic or other factors in the United States; |
· |
a material downturn in the credit and/or equity markets; or |
· |
a large uninsured, unfavorable lawsuit judgment or settlement. |
We may seek additional capital as part of our debt reduction strategy.
As discussed above, no distributions will be paid to common unitholders for the three months ended January 31, 2019. Unless the indenture governing the outstanding notes is amended or replaced, or the Ferrellgas Partners’ consolidated fixed charge coverage ratio does improves to at least 1.75x, this covenant will continue to restrict us from making common unit distributions.
Distributable Cash Flow
Distributable cash flow to equity investors is reconciled to net loss attributable to Ferrellgas Partners, L.P. in Item 2. Management’s Discuss and Analysis under the subheading "Non-GAAP Financial Measures." A comparison of distributable cash flow to distributions paid for the twelve months ended January 31, 2019 to the twelve months ended October 31, 2018 is as follows (in thousands):
|
|
Distributable |
|
Cash reserves |
|
Cash distributions |
|
|
|||
|
|
Cash Flow to |
|
(deficiency) approved |
|
paid to |
|
|
|||
|
|
equity investors |
|
by our General Partner |
|
equity investors |
|
DCF ratio |
|||
Six months ended January 31, 2019 |
|
$ |
25,349 |
|
$ |
15,277 |
|
$ |
10,072 |
|
|
For the year ended July 31, 2018 |
|
|
62,904 |
|
|
22,934 |
|
|
39,970 |
|
|
Less: Six months ended January 31, 2018 |
|
|
59,903 |
|
|
39,919 |
|
|
19,984 |
|
|
Twelve months ended January 31, 2019 |
|
$ |
28,350 |
|
$ |
(1,708) |
|
$ |
30,058 |
|
0.94 |
|
|
|
|
|
|
|
|
|
|
|
|
Twelve months ended October 31, 2018 |
|
|
54,863 |
|
|
14,891 |
|
|
39,972 |
|
1.37 |
Change |
|
$ |
(26,513) |
|
$ |
(16,599) |
|
$ |
(9,914) |
|
(0.43) |
For the twelve months ended January 31, 2019, distributable cash flow attributable to equity investors decreased $26.5 million compared to the twelve months ended October 31, 2018, primarily due to the purchase of new propane delivery trucks funded through cash on hand. Cash distributions paid to equity investors decreased by $9.9 million during that twelve month period because no distributions have been made for the six months ended January 31, 2019. Our distribution coverage ratio decreased to 0.94 for the twelve months ended January 31, 2019, compared with the twelve months ended October 31, 2018. Cash reserves, which we utilize to meet future anticipated expenditures, decreased by $1.7 million during the twelve months ended January 31, 2019 compared to an increase of $14.9 million in the twelve months ended October 31, 2018.
We believe that the liquidity available from our cash on hand, cash flows from operating activities, our senior secured credit facility, and the accounts receivable securitization facility, combined with our other debt and interest expense reduction initiatives, will be sufficient to meet our capital expenditure, working capital and letter of credit requirements.
During periods of high volatility, our risk management activities may expose us to the risk of counterparty margin calls in amounts greater than we have the capacity to fund. Likewise our counterparties may not be able to fulfill their margin calls from us or may default on the settlement of positions with us.
80
Our working capital requirements are subject to, among other things, the price of propane, delays in the collection of receivables, volatility in energy commodity prices, liquidity imposed by insurance providers, downgrades in our credit ratings, decreased trade credit, significant acquisitions, the weather, customer retention and purchasing patterns and other changes in the demand for propane. Relatively colder weather or higher propane prices during the winter heating season are factors that could significantly increase our working capital requirements.
Our ability to satisfy our obligations is dependent upon our future performance, which will be subject to prevailing weather, economic, financial and business conditions and other factors, many of which are beyond our control. Due to the seasonality of the retail propane distribution business, a significant portion of our propane operations and related products cash flows from operations is generated during the winter heating season. Our net cash provided by operating activities primarily reflects earnings from our business activities adjusted for depreciation and amortization and changes in our working capital accounts. Historically, we generate significantly lower net cash from operating activities in our first and fourth fiscal quarters as compared to the second and third fiscal quarters due to the seasonality of our propane operations and related equipment sales operations.
Operating Activities
Ferrellgas Partners
Net cash used in operating activities was $55.1 million for the six months ended January 31, 2019, compared to net cash used in operating activities of $36.3 million for the six months ended January 31, 2018. This decrease in cash provided by operating activities was primarily due to a $20.8 million decrease in cash flow from operations and a $3.2 million outflow associated with other assets and other liabilities, partially offset by a $5.2 million decrease in working capital requirements.
The decrease in cash flow from operations is primarily due to a $14.1 million decrease in gross margin, as well as a net increase in "General and administrative expense" and "Equipment lease expense" of $5.0 million, and a $5.3 million increase in "Interest expense," due to increased interest rates on our secured credit facility.
The decrease in working capital requirements for the six months ended January 31, 2019 compared to the six months ended January 31, 2018 was primarily due to a $23.6 million decrease in requirements for accounts receivable in our propane operations and related equipment sales segment due to declining propane prices in the current quarter partially offset by increases in the volume of propane sold, a $11.2 million decrease in requirements for inventory primarily resulting from increases in crude oil inventory in the six months ended January 31, 2018, and a $4.9 million increase in accounts payable, partially offset by $22.3 million increase in requirements for other current liabilities due primarily to an increase in margin deposits paid by us during the six months ended January 31, 2019 compared to the six months ended January 31, 2018 and a $11.7 million increase in prepaid expenses and other current assets.
The operating partnership
Net cash used in operating activities was $39.7 million for the six months ended January 31, 2019, compared to net cash used in operating activities of $20.8 million for the six months ended January 31, 2018. This decrease in cash provided by operating activities was primarily due to a $20.9 million decrease in cash flow from operations and a $2.9 million outflow associated with other assets and other liabilities, partially offset by a $4.9 million decrease in working capital requirements.
The decrease in cash flow from operations is primarily due to a $14.1 million decrease in gross margin, as well as a net increase in "General and administrative expense" and "Equipment lease expense" of $5.0 million, and a $5.1 million increase in "Interest expense," due to increased interest rates on our secured credit facility.
The increase in working capital requirements for the six months ended January 31, 2019 compared to the six months ended January 31, 2018 was primarily due to a $23.6 million decrease in requirements for accounts receivable in our propane operations and related equipment sales segment due to declining propane prices in the current quarter partially offset by increases in the volume of propane sold, a $11.2 million decrease in requirements for inventory primarily
81
resulting from increases in crude oil inventory in the six months ended January 31, 2018, and a $4.9 million increase in accounts payable, partially offset by $22.6 million increase in requirements for other current liabilities due primarily to an increase in margin deposits paid by us during the six months ended January 31, 2019 compared to the six months ended January 31, 2018 and a $11.7 million increase in prepaid expenses and other current assets.
Investing Activities
Ferrellgas Partners
Capital Requirements
Our business requires continual investments to upgrade or enhance existing operations and to ensure compliance with safety and environmental regulations. Capital expenditures for our business consist primarily of:
· |
Maintenance capital expenditures. These capital expenditures include expenditures for betterment and replacement of property, plant and equipment rather than to generate incremental distributable cash flow. Examples of maintenance capital expenditures include a routine replacement of a worn-out asset or replacement of major vehicle components; and |
· |
Growth capital expenditures. These expenditures are undertaken primarily to generate incremental distributable cash flow. Examples include expenditures for purchases of both bulk and portable propane tanks and other equipment to facilitate expansion of our customer base and operating capacity. |
Net cash used in investing activities was $61.4 million for the six months ended January 31, 2019, compared to net cash used in investing activities of $46.3 million for the six months ended January 31, 2018. This increase in net cash used in investing activities is primarily due to a $22.6 million increase in "Capital expenditures", partially offset by a $9.8 million decrease in "Business acquisitions, net of cash acquired".
The increase in "Capital expenditures" is primarily due to an increase in maintenance capital expenditures, and to a lesser extent an increase in growth capital expenditures, in our Propane operations and related equipment sales segment during the six months ended January 31, 2019. The increase in maintenance capital expenditures is primarily related to the purchase of new propane delivery trucks funded through cash on hand, compared to the six months ended January 31, 2018. Funding for these trucks has historically been secured through lease financing. The increase in growth capital expenditures is primarily due to the construction of new Blue Rhino production plants in the first quarter. The increase is also due to the continued rise in the number of cylinders and cages purchased to support increases in tank exchange sales and selling locations, as well as the number of cylinders purchased for industrial and commercial forklift sales.
The decrease in "Business acquisitions, net of cash acquired" is attributable to five immaterial acquisitions by our Propane operations and related equipment sales segment during the six months ended January 31, 2019 compared to the acquisitions completed during the six months ended January 31, 2018.
Due to the mature nature of our Propane operations and related equipment sales operations segment, we do not anticipate significant fluctuations in maintenance capital expenditures, with the exception of future decisions regarding lease versus buy financing options. However, future fluctuations in growth capital expenditures could occur due to the opportunistic nature of these projects.
On February 20, 2019, we received full payment for our $8.5 million secured promissory note due in May 2020 from Bridger Energy, LLC.
The operating partnership
The investing activities discussed above also apply to the operating partnership.
82
Financing Activities
Ferrellgas Partners
Net cash provided by financing activities was $37.9 million for the six months ended January 31, 2019, compared to net cash provided by financing activities of $91.1 million for the six months ended January 31, 2018. This decrease in cash flow provided by financing activities was primarily due to a $23.6 million decrease in proceeds from long-term debt and a $24.9 million net decrease in proceeds from short-term borrowings.
Distributions
During the six months ended January 31, 2019, Ferrellgas Partners paid quarterly a per unit distribution on all common units of $0.10 in connection with the distributions declared for the three month period ended July 31, 2018. No distribution on common units or the related general partner distribution was made for the three month period ended October 31, 2018.
Total distributions paid to common unitholders during the six months ended January 31, 2019, including the related general partner distributions, was $9.8 million. As discussed above, no distribution on common units or the related general partner distribution was made in December 2018 and will not be made in March 2019 for the six months ended January 31, 2019 or for any future quarterly period until Ferrellgas Partners’ fixed charge coverage ratio is at least 1.75x, or the indenture governing the notes of Ferrellgas Partners is amended or replaced.
Secured credit facility
The Senior Secured Credit Facility consists of a $300.0 million revolving line of credit (the "Revolving Facility") as well as a $275.0 million term loan (the "Term Loan"), which mature on May 4, 2023. Revolving Facility borrowings bear interest at the Prime Rate + 4.75% and Term Loan borrowings bear interest at LIBOR + 5.75%. The Revolving Facility includes a $125.0 million sublimit for the issuance of letters of credit. Borrowings under the Senior Secured Credit Facility are available for working capital needs, capital expenditures and other general partnership purposes, including the refinancing of existing indebtedness and acquisitions, within certain limits.
The Term Loan does not include any scheduled principal payments and the Revolving Facility does not have any scheduled commitment reductions before maturity; however, the Term Loan requires prepayments pursuant to the following: 1) certain asset sales, 2) 50% of any excess cash flow, as defined by the Term Loan, in any fiscal year beginning with fiscal year 2019, 3) certain insurance proceeds, and 4) certain tax refunds.
The Senior Secured Credit Facility is secured with substantially all of the assets of the operating partnership and its subsidiaries, and Ferrellgas Partners’ and the general partner’s partnership interests in the operating partnership, and contains various affirmative and negative covenants and default provisions, as well as requirements with respect to the maintenance of specified financial ratios and limitations on the making of loans and investments.
As of January 31, 2019, the operating partnership had borrowings of $275.0 million under the Term Loan at a rate of 8.27%, which was classified as long-term debt, and no borrowings under the Revolving Facility. As of January 31, 2019, Ferrellgas had available borrowing capacity under the Revolving Facility of $196.2 million. As of July 31, 2018, the operating partnership had borrowings of $275.0 million under the Term Loan at a rate of 7.86%, which was classified as long-term debt, and $32.8 million under the Revolving Facility at a rate of 9.75%, which was classified as short-term borrowings. As of July 31, 2018, Ferrellgas had available borrowing capacity under its Revolving Facility of $159.3 million.
Letters of credit outstanding at January 31, 2019 totaled $103.8 million and were used to secure insurance arrangements, product purchases, and commodity hedges. At January 31, 2019, we had remaining letter of credit capacity of $21.2 million.
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Accounts receivable securitization
Ferrellgas Receivables is a consolidated subsidiary. Expenses associated with accounts receivable securitization transactions are recorded in “Interest expense” in the condensed consolidated statements of operations. Additionally, borrowings and repayments associated with these transactions are recorded in “Cash flows from financing activities” in the condensed consolidated statements of cash flows.
Cash flows from our accounts receivable securitization facility decreased $15.0 million, as we received net funding of $82.0 million from this facility during the six months ended January 31, 2019 as compared to receiving net funding of $97.0 million from this facility during the six months ended January 31, 2018.
Our utilization of the accounts receivable securitization facility is limited by the amount of accounts receivable that we are permitted to securitize according to the facility agreement. As of January 31, 2019, we had received cash proceeds of $140.0 million related to the securitization of our trade accounts receivable, with no remaining capacity receive additional proceeds. As of January 31, 2019, the weighted average interest rate was 5.3%. As our trade accounts receivable increase during the winter heating season, the securitization facility permits us to receive greater proceeds as eligible trade accounts receivable increase, thereby providing additional cash for working capital needs.
The operating partnership
The financing activities discussed above also apply to the operating partnership except for cash flows related to distributions, as discussed below.
Distributions
The operating partnership paid cash distributions of $25.6 million and $35.4 million during the six months ended January 31, 2019 and 2018, respectively. The operating partnership will not make any distributions related to the three month period ended January 31, 2019.
Disclosures about Effects of Transactions with Related Parties
We have no employees and are managed and controlled by our general partner. Pursuant to our partnership agreements, our general partner is entitled to reimbursement for all direct and indirect expenses incurred or payments it makes on our behalf, and all other necessary or appropriate expenses allocable to us or otherwise reasonably incurred by our general partner in connection with operating our business. These reimbursable costs, which totaled $76.5 million for the six months ended January 31, 2019, include operating expenses such as compensation and benefits paid to employees of our general partner who perform services on our behalf as well as related general and administrative expenses.
Related party common unitholder information consisted of the following:
|
|
|
|
Distributions |
|
|
|
Common unit |
|
(in thousands) |
|
|
|
ownership at |
|
paid during the six months ended |
|
|
|
January 31, 2019 |
|
January 31, 2019 |
|
Ferrell Companies (1) |
|
22,529,361 |
|
$ |
2,253 |
FCI Trading Corp. (2) |
|
195,686 |
|
|
20 |
Ferrell Propane, Inc. (3) |
|
51,204 |
|
|
5 |
James E. Ferrell (4) |
|
4,763,475 |
|
|
476 |
(1) |
Ferrell Companies is the owner of the general partner and is an approximate 23% direct owner of Ferrellgas Partners’ common units and thus a related party. Ferrell Companies also beneficially owns 195,686 and 51,204 common units of Ferrellgas Partners held by FCI Trading Corp. ("FCI Trading") and Ferrell Propane, Inc. ("Ferrell Propane"), respectively, bringing Ferrell Companies’ beneficial ownership to 23.4% at January 31, 2019. |
(2) |
FCI Trading is an affiliate of the general partner and thus a related party. |
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(3) |
Ferrell Propane is controlled by the general partner and thus a related party. |
(4) |
James E. Ferrell is the Interim Chief Executive Officer and President of the general partner; and is Chairman of the Board of Directors of the general partner and thus a related party. JEF Capital Management owns 4,758,859 of these common units and is wholly-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 4,616 common units are held by Ferrell Resources Holding, Inc., which is wholly-owned by the James E. Ferrell Revocable Trust One, for which James E. Ferrell is the trustee and sole beneficiary. |
During the six months ended January 31, 2019, Ferrellgas Partners and the operating partnership together paid the general partner distributions of $0.4 million.
As discussed previously, Ferrellgas Partners was not in compliance with the consolidated fixed charge coverage ratio under its note indenture, and thus was unable to make restricted payments, including distributions to unitholders.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We did not enter into any risk management trading activities during the six months ended January 31, 2019. Our remaining market risk sensitive instruments and positions have been determined to be “other than trading.”
Commodity price risk management
Our risk management activities primarily attempt to mitigate price risks related to the purchase, storage, transport and sale of propane generally in the contract and spot markets from major domestic energy companies. We attempt to mitigate these price risks through the use of financial derivative instruments and forward propane purchase and sales contracts.
Our risk management strategy involves taking positions in the forward or financial markets that are equal and opposite to our positions in the physical products market in order to minimize the risk of financial loss from an adverse price change. This risk management strategy is successful when our gains or losses in the physical product markets are offset by our losses or gains in the forward or financial markets. Propane related financial derivatives are designated as cash flow hedges.
Our risk management activities include the use of financial derivative instruments including, but not limited to, price swaps, options, futures and basis swaps to seek protection from adverse price movements and to minimize potential losses. We enter into these financial derivative instruments directly with third parties in the over-the-counter market and with brokers who are clearing members with the Intercontinental Exchange or the Chicago Mercantile Exchange. We also enter into forward propane purchase and sales contracts with counterparties. These forward contracts qualify for the normal purchase normal sales exception within GAAP guidance and are therefore not recorded on our financial statements until settled.
Transportation Fuel Price Risk
From time to time, our risk management activities also attempt to mitigate price risks related to the purchase of gasoline and diesel fuel for use in the transport of propane from retail fueling stations. When employed, we attempt to mitigate these price risks through the use of financial derivative instruments.
When employed, our risk management strategy involves taking positions in the financial markets that are not more than the forecasted purchases of fuel for our internal use in the retail and supply propane delivery fleet in order to minimize the risk of decreased earnings from an adverse price change. This risk management strategy locks in our purchase price and is successful when our gains or losses in the physical product markets are offset by our losses or gains in the financial markets. Our transport fuel financial derivatives are not designated as cash flow hedges.
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Risk Policy and Sensitivity Analysis
Market risks associated with energy commodities are monitored daily by senior management for compliance with our commodity risk management policy. This policy includes an aggregate dollar loss limit and limits on the term of various contracts. We also utilize volume limits for various energy commodities and review our positions daily where we remain exposed to market risk, so as to manage exposures to changing market prices.
We have prepared a sensitivity analysis to estimate the exposure to market risk of our energy commodity positions. Forward contracts, futures, swaps and options outstanding as of January 31, 2019 and July 31, 2018, that were used in our risk management activities were analyzed assuming a hypothetical 10% adverse change in prices for the delivery month for all energy commodities. The potential loss in future earnings from these positions due to a 10% adverse movement in market prices of the underlying energy commodities was estimated at $11.4 million and $13.7 million as of January 31, 2019 and July 31, 2018, respectively. The preceding hypothetical analysis is limited because changes in prices may or may not equal 10%, thus actual results may differ. Our sensitivity analysis does not include the anticipated transactions associated with these transactions, which we anticipate will be 100% effective.
Credit risk
We maintain credit policies with regard to our counterparties that we believe significantly minimize overall credit risk. These policies include an evaluation of counterparties’ financial condition (including credit ratings), and entering into agreements with counterparties that govern credit guidelines.
Our other counterparties consist of major energy companies who are suppliers, marketers, wholesalers, retailers, end users and financial institutions. The overall impact due to certain changes in economic, regulatory and other events may impact our overall exposure to credit risk, either positively or negatively in that counterparties may be similarly impacted. Based on our policies, exposures, credit and other reserves, management does not anticipate a material adverse effect on financial position or results of operations as a result of counterparty performance.
Interest rate risk
At January 31, 2019, we had a total of $415.0 million in variable rate secured credit facility and collateralized note payable borrowings. Thus, assuming a one percent increase in our variable interest rate, our interest rate risk related to these borrowings would result in a reduction to future earnings of $4.2 million for the twelve months ending January 31, 2019. The preceding hypothetical analysis is limited because changes in interest rates may or may not equal one percent, thus actual results may differ. Our results of operations, cash flows and financial condition could be materially adversely affected by significant increases in interest rates.
ITEM 4. CONTROLS AND PROCEDURES
An evaluation was performed by the management of Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp., Ferrellgas, L.P., and Ferrellgas Finance Corp., with the participation of the principal executive officer and principal financial officer of our general partner, of the effectiveness of our disclosure controls and procedures. Based on that evaluation, our management, including our principal executive officer and principal financial officer, concluded that our disclosure controls and procedures, as defined in Rules 13a‑15(e) or 15d‑15(e) under the Exchange Act, were effective.
The management of Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp., Ferrellgas, L.P., and Ferrellgas Finance Corp. does not expect that our disclosure controls and procedures will prevent all errors and all fraud. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Based on the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the above mentioned partnerships and corporations have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of
86
future events. Therefore, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Our disclosure controls and procedures are designed to provide such reasonable assurances of achieving our desired control objectives, and the principal executive officer and principal financial officer of our general partner have concluded, as of January 31, 2019, that our disclosure controls and procedures are effective in achieving that level of reasonable assurance.
During the most recent fiscal quarter ended January 31, 2019, there have been no changes in our internal control over financial reporting (as defined in Rule 13a‑15(f) or Rule 15d‑15(f) of the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Our 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.
We have been named as a defendant, along with a competitor, in putative class action lawsuits filed in multiple jurisdictions. The lawsuits, which were consolidated in the Western District of Missouri on October 16, 2014, allege that we and a competitor coordinated in 2008 to reduce the fill level in barbeque cylinders and combined to persuade a common customer to accept that fill reduction, resulting in increased cylinder costs to direct customers and end-user customers in violation of federal and certain state antitrust laws. The lawsuits seek treble damages, attorneys’ fees, injunctive relief and costs on behalf of the putative class. These lawsuits have been consolidated into one case by a multidistrict litigation panel. The Federal Court for the Western District of Missouri initially dismissed all claims brought by direct and indirect customers other than state law claims of indirect customers under Wisconsin, Maine and Vermont law. The direct customer plaintiffs filed an appeal, which resulted in a reversal of the district court’s dismissal. We filed a petition for a writ of certiorari which was denied. An appeal by the indirect customer plaintiffs resulted in the court appeals affirming the dismissal of the federal claims and remanding the case to the district court to decide whether to exercise supplemental jurisdiction over the remaining state law claims. We believe we have strong defenses to the claims and intend to vigorously defend against the consolidated case. We do not believe loss is probable or reasonably estimable at this time related to the putative class action lawsuit.
We have been named, along with several former officers, in several class action lawsuits alleging violations of certain securities laws based on alleged materially false and misleading statements in certain of our public disclosures. The lawsuits, the first of which was filed on October 6, 2016 in the Southern District of New York, seek unspecified compensatory damages. Derivative lawsuits with similar allegations have been filed naming Ferrellgas and several current and former officers and directors as defendants. On April 2, 2018, the securities class action lawsuits were dismissed with prejudice. On April 30, 2018, the plaintiffs filed a notice of appeal to the United States Court of Appeals for the Second Circuit. The parties have completed briefing and are preparing for oral argument. At this time the derivative lawsuits remain stayed by agreement. We believe that we have defenses and will vigorously defend these cases. We do not believe loss is probable or reasonably estimable at this time related to the putative class action lawsuits or the derivative actions.
We and Bridger Logistics, LLC, have been named, along with two former officers, in a lawsuit filed by Eddystone Rail Company ("Eddystone") on February 2, 2017 in the Eastern District of Pennsylvania (the "EDPA Lawsuit"). Eddystone indicated that it has prevailed or settled an arbitration against Jamex Transfer Services (“JTS”), then named Bridger Transfer Services, a former subsidiary of Bridger Logistics, LLC (“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
87
from rail onto barges. Eddystone alleges that we 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 under the arbitration. Eddystone also alleges that JTS was an “alter ego” of Bridger and Ferrellgas. We believe that we and Bridger have valid defenses to these claims and to Eddystone’s primary claim against JTS on the contract claim. The lawsuit does not specify a specific amount of damages that Eddystone is seeking; however, we believe that the amount of such damage claims, if ultimately owed to Eddystone, could be material. We intend to vigorously defend this claim. The lawsuit is in its early stages; as such, management does not currently believe a loss is probable or reasonably estimable at this time. On August 24, 2017, we filed a third-party complaint against JTS, Jamex Transfer Holdings, and other related persons and entities (the "Third-Party Defendants"), asserting claims for breach of contract, indemnification of any losses in the EDPA Lawsuit, tortious interference with contract, and contribution. On June 25, 2018, we entered into an agreement with the Third-Party Defendants which, among other things, resulted in a dismissal of the claims against the Third-Party Defendants from the lawsuit. On January 25, 2019, Ferrellgas, Bridger Logistics, LLC and all other defendants filed a Motion to Dismiss Plaintiff’s First Amended Complaint for Lack of Subject Matter Jurisdiction.
There have been no material changes from the risk factors set forth under Part I, Item 1A. "Risk Factors" in our Annual Report on Form 10‑K for fiscal 2018.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
None.
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The exhibits listed below are furnished as part of this Quarterly Report on Form 10‑Q. Exhibits required by Item 601 of Regulation S-K of the Securities Act, which are not listed, are not applicable.
Exhibit |
Description |
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3.1 |
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3.2 |
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3.3 |
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3.4 |
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3.5 |
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3.6 |
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3.7 |
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3.8 |
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4.1 |
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4.2 |
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4.3 |
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4.4 |
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4.5 |
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4.6 |
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4.7 |
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4.8 |
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4.9 |
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4.10 |
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4.11 |
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4.12 |
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10.1 |
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10.2 |
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10.3 |
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10.4 |
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10.5 |
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10.6 |
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10.7 |
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+10.8 |
90
10.9 |
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10.10 |
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10.11 |
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10.12 |
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10.13 |
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10.14 |
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10.15 |
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+ 10.16 |
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# 10.17 |
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# 10.18 |
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# 10.19 |
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# 10.20 |
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# 10.21 |
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# 10.22 |
91
# 10.23 |
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# 10.24 |
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# 10.25 |
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10.26 |
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# 10.27 |
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# 10.28 |
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* 10.29 |
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* 10.30 |
||
* 31.1 |
||
* 31.2 |
||
* 31.3 |
Certification of Ferrellgas, L.P. pursuant to Rule 13a‑14(a) or Rule 15d‑14(a) of the Exchange Act. |
|
* 31.4 |
||
* 32.1 |
Certification of Ferrellgas Partners, L.P. pursuant to 18 U.S.C. Section 1350. |
|
* 32.2 |
Certification of Ferrellgas Partners Finance Corp. pursuant to 18 U.S.C. Section 1350. |
|
* 32.3 |
Certification of Ferrellgas, L.P. pursuant to 18 U.S.C. Section 1350. |
|
* 32.4 |
Certification of Ferrellgas Finance Corp. pursuant to 18 U.S.C. Section 1350. |
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* 101.INS |
XBRL Instance Document. |
|
* 101.SCH |
XBRL Taxonomy Extension Schema Document. |
|
* 101.CAL |
XBRL Taxonomy Extension Calculation Linkbase Document. |
|
* 101.DEF |
XBRL Taxonomy Extension Definition Linkbase Document. |
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* 101.LAB |
XBRL Taxonomy Extension Label Linkbase Document. |
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* 101.PRE |
XBRL Taxonomy Extension Presentation Linkbase Document. |
*Filed herewith
#Management contracts or compensatory plans.
+Confidential treatment has been granted with respect to certain portions of this exhibit. Omitted portions have been filed separately with the SEC.
92
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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FERRELLGAS PARTNERS, L.P. |
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By Ferrellgas, Inc. (General Partner) |
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Date: |
March 8, 2019 |
By |
/s/ William E. Ruisinger |
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William E. Ruisinger |
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Interim Chief Financial Officer; Treasurer (Principal Financial and Accounting Officer) |
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FERRELLGAS PARTNERS FINANCE CORP. |
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Date: |
March 8, 2019 |
By |
/s/ William E. Ruisinger |
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William E. Ruisinger |
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Interim Chief Financial Officer and Sole Director |
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FERRELLGAS, L.P. |
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By Ferrellgas, Inc. (General Partner) |
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Date: |
March 8, 2019 |
By |
/s/ William E. Ruisinger |
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William E. Ruisinger |
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Interim Chief Financial Officer; Treasurer (Principal Financial and Accounting Officer) |
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FERRELLGAS FINANCE CORP. |
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Date: |
March 8, 2019 |
By |
/s/ William E. Ruisinger |
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William E. Ruisinger |
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Interim Chief Financial Officer and Sole Director |
93
Exhibit 10.29
SEPARATION AGREEMENT AND RELEASE
This Separation Agreement and Release (the " Agreement") is entered into by and between Ferrellgas, Inc., and its parents, subsidiaries and affiliates, including Ferrellgas Partners, L.P., Ferrellgas, L.P. and Ferrell Companies, Inc., (collectively, "Ferrellgas" or the "Company") and Doran Schwartz ("Schwartz") as of December 1, 2018. Ferrellgas and Schwartz are referred to herein as "the Parties."
AGREEMENT
1. Termination Date. The Parties have determined that it is the best interests of the Company for Schwartz to separate from the Company amicably, and upon the mutually agreeable terms and conditions more fully set forth herein. On November 21, 2018 Schwartz ceased to serve the Company in all capacities held by him. For purposes of this Agreement, Schwartz's separation date of employment with the Company became effective on December 1, 2018 and said date shall constitute his employment termination date ("Termination Date”).
2. Severance Payment. No later than the earlier of two business days after the Effective Date (defined below) or December 31, 2018, the Company shall pay the total amount of $690,000, less applicable payroll taxes, (the "Severance Payment") in full and final satisfaction of any and all claims against the Company, including, without limitation, claims arising from or relating in any way to his employment with the Company, including without limitation all claims for attorneys' fees or costs. The Company shall make the Severance Payment by wire transfer pursuant to instructions to be provided by Schwartz. Schwartz's Company-provided group health plan and other insurance benefits will cease on December 31, 2018, subject to any rights of Schwartz and his eligible dependents to continue the Company's group health plan coverage at his own cost to the extent provided by COBRA. Notwithstanding anything to the contrary in this Agreement, Schwartz shall retain all of his vested interest in his ESOP account, his Supplemental Savings Plan account, his 40l(k), and any other similar account, and the proceeds from those accounts shall be distributed in accordance with the plan documents and the process followed for other employees at the end of their employment.
3. Representations by Schwartz. Schwartz represents, warrants and covenants the following as of the date of this Agreement and as a material inducement to Ferrellgas entering into this Agreement:
A. Other than historical information concerning wages, benefits, or similar information that any former employee could reasonably be expected to possess, Schwartz does not possess any Company property, documents, and/or electronic data information or documentation. Any electronic or other equipment purchased for or supplied to Schwartz by the Company has been returned to the Company.
B. With the exception of claims, complaints, or charges by persons or entities that have previously been reported to the Company in writing while Schwartz was the Chief Financial Officer for the Company, Schwartz is not aware, directly or indirectly, of any claims, complaints, or charges that have been made, or that he expects will (or anticipates might) be made, by any person or entity against the Company, its officers, directors or employees in any court, regulatory body, administrative agency, or other forum.
4. Release by Schwartz. Except for the obligations set forth in this Agreement, in exchange for valid and sufficient consideration provided hereunder, Schwartz on behalf of himself and each of his heirs, successors, assigns, representatives, agents, and anyone claiming by or through Schwartz forever discharges the Company, the Company's officers, directors, employees, and agents (including without limitation, any trustees, ERISA fiduciaries, attorneys, financial advisors, or fiduciary advisors) of the Company and all of its or their affiliates including without limitation Ferrellgas L.P. and Ferrell Companies, Inc., subsidiaries, parents, members, partners, officers, directors, principals, heirs, predecessors, successors, assigns, representatives, agents and employees, along with the officers, directors, principals, shareholders, representatives, employees, agents, heirs, beneficiaries, predecessors, successors and assigns of each such person or entity, and anyone claiming by, through or under any of them, from, and covenants not to bring suit or otherwise institute legal proceedings against any of them arising in whole or in part from, all claims that Schwartz now has or may have or that Schwartz may hereafter have of any nature whatsoever, that arose out of or are related to any matter occurring prior to the Effective Date, be they common law or statutory, legal or equitable, in contract or tort, including but not limited to claims arising out of Schwartz's employment with the Company and/or the termination of that employment, and including but not limited to claims under Title VII of the Civil Rights Act of 1964, as amended (42 U.S.C. §2000e, et seq.); the Civil Rights Act of 1991; the Civil Rights Acts of 1866 or 1871 (42 U.S.C. §§1981, 1983, 1985, et seq.); the Americans with Disabilities Act of 1990 ("ADA"); the Employee Retirement Income Security Act of 1974, as amended ("ERISA''); the Fair Labor Standards and the Equal Pay Acts ("FLSA"); the Family and Medical Leave Act ("FMLA"); the Age Discrimination in Employment Act ("ADEA"); the Older Worker Benefit Protection Act ("OWBPA"); the Workers Adjustment and Retraining Notification Act ("WARN''); the Consolidated Omnibus Budget Reconciliation Act of 1986 ("COBRA"); the Missouri Human Rights Act; the Kansas Act Against Discrimination; and any similar state or local or other applicable jurisdiction's laws; claims relating to any rights under company policies or otherwise relating to compensation or benefits, claims for damages of any kind and nature including compensatory, general, special or punitive; and/or claims for attorney's fees and/or costs. This release does not waive any right that cannot be waived by law. This release does not prohibit Schwartz from filing a charge with any government entity (such as the Equal Employment Opportunity Commission or National Labor Relations Board) related to Schwartz's employment or separation of employment. This Agreement also does not waive or release any rights or claims that Schwartz may have under the Age Discrimination in Employment Act that arise after the date that Schwartz signs this Agreement. However, Schwartz does forever waive his right to recover or receive any monetary damages, attorneys' fees, back pay, reinstatement or injunctive relief from the Company and/or the other released parties relating to any matter concerning his employment with the Company. Notwithstanding the above, this release does not release the Company or any other person or entity from any obligation or agreement to defend or indemnify Schwartz for any liabilities, claims, legal expenses, or other costs resulting from his duties as an officer and/or employee of the Company, or as a fiduciary or administrator for any Company purpose or employee plan, and the Company shall cooperate with Schwartz in connection with any such claims. Further, Schwartz does not release and shall retain all of his vested interests and rights in his Employee Stock Ownership Plan ("ESOP") account, his Supplemental Savings Plan account, his 40l(k), or any other similar account, and the proceeds from those accounts shall be distributed in accordance with the plan documents and the process followed for other employees at the end of their employment.
5. Release of Noncompetition Agreement and Incorporation of Employment Agreement. Ferrellgas releases Schwartz from his noncompetition agreement with Ferrellgas
2
contained in paragraph 6 of his Employment Agreement with the Company dated October 2017 ("Employment Agreement") and his noncompetition agreements contained in any Option Grantee agreement(s), Stock Appreciation Rights Agreement(s), and any other noncompetition provision in any other agreement between Schwartz and the Company or its affiliates. Schwartz acknowledges that all other obligations and restrictive covenants in his Employment Agreement with the Company remain in place and are enforceable notwithstanding his voluntary termination of his employment, including: returning all Ferrellgas property; maintaining confidentiality regarding Ferrellgas confidential, proprietary, or trade secret information; that Schwartz shall not solicit Company employees without the advance written consent of Ferrellgas; and the obligation to arbitrate any claim arising from or relating to his employment relationship with the Company. For the avoidance of any doubt, the terms of the Employment Agreement are expressly incorporated into and survive this Agreement, with the exception of the non-competition provision in paragraph 6 of the Employment Agreement. To the extent there is any conflict between the terms of this Agreement and the Employment Agreement, this Agreement shall control.
6. Release by the Company. In exchange for the mutual promises made here, Ferrellgas agrees to forever RELEASE and DISCHARGE Schwartz from any and all claims arising on or prior to the date of this Agreement from his employment and/or cessation of employment and all debts, obligations, demands, or causes of action of any kind whatsoever, known or unknown, in tort, contract, by statute or on any other basis, for equitable relief, compensatory, punitive or other damages, expenses (including attorney's fees), reimbursements or costs of any kind, which Ferrellgas could assert against Schwartz; provided, however, that if any of Schwartz's representations or warranties in this Agreement are not true, this release is void ab initio.
7. Confidentiality. Except as otherwise required by law, the Parties shall treat this Agreement as strictly confidential and will not disclose it or its terms to any person other than attorneys and financial advisor(s) who have a need to know and who acknowledge that they will maintain this Agreement as strictly confidential. Schwartz may also disclose this Agreement to his spouse provided she first assures Schwartz that she is bound by and will honor this confidentiality provision. Ferrellgas may disclose this Agreement to its lawyers, financial advisors, officers, directors, and others with a need to know the terms of this Agreement provided they first acknowledge they will honor this confidentiality provision. The parties may disclose the terms of this Agreement to the extent reasonably necessary to comply with securities laws or to lawyers, accountants, auditors, bankers or tax advisors of any of the parties that might require confidential access to this Agreement for the purpose of properly advising that party in the ordinary course of its business, provided, however, that such persons shall be advised of and agree to the confidentiality provisions of this Agreement; to the extent necessary to comply with any court process or governmental or legal requirements; to the extent necessary to enforce this Agreement; or to the extent necessary to comply with the reporting requirements of federal, state or local tax laws and regulations. Nothing herein shall preclude Ferrellgas from disclosing this Agreement as may be required by law or regulation, and Schwartz acknowledges that Ferrellgas may have to disclose this Agreement in a public SEC filing. Neither party shall be required to treat as confidential any terms of this Agreement disclosed to the public by Ferrellgas in a public SEC filing or otherwise.
8. Cooperation and Assistance. Schwartz shall remain available (upon reasonable prior notice) to consult with Ferrellgas, upon the Company's request, with respect to any claims, lawsuits, regulatory proceedings or other actions brought against the Company and/or its
3
officers, directors and employees or with respect to any other reasonable request of the Company related to enforcing the Company's rights under this Agreement. Schwartz also agrees not to support, directly or indirectly, any party (except a state or federal agency) who may assert any such claims or actions against the Company and/or its officers, directors and employees, except to the extent required by law. For the avoidance of any doubt, Schwartz has no restrictions whatsoever in terms of making any report to or cooperating with any state or federal law enforcement or regulatory agency. If Schwartz is served with a subpoena, process, notice, document request or other lawful demand seeking production or disclosure of any documents, work product, or other materials or information related to the affairs of the Company, and if permitted to do so by law, Schwartz shall give written notice to the undersigned as promptly as possible so that Ferrellgas may have a reasonable opportunity to interpose objections with the appropriate tribunal or authority, and Schwartz shall otherwise use reasonable efforts to cooperate with Ferrellgas in substantively responding to any information requests. Ferrellgas shall reimburse Schwartz for his reasonable, pre-approved, out-of-pocket expenses in connection with such consultation and cooperation. The parties acknowledge and agree that such cooperation and consultation may require a substantial commitment of time or effort by Schwartz, and to compensate Schwartz for his time, Schwartz and Company shall enter into a consulting agreement in a form substantially similar to the recent agreements in place with other former executives. Nothing in this Agreement shall preclude Schwartz from assisting any future employer in connection with any future dispute that may develop between that employer and the Company, so long as that dispute is unrelated to Schwartz's employment with the Company and provided that the dispute does not involve confidential, proprietary, trade secret, or legally privileged information of the Company to which Schwartz was privy.
9. Consideration of Agreement by Schwartz. Schwartz acknowledges that, before entering into this Agreement, be had twenty-one (21) calendar days after receipt of this Agreement (the "Consideration Period") to consider this Agreement before signing it. Schwartz and the Company agree that no changes to this Agreement will re-start the Consideration Period. If Schwartz signs this Agreement, the date on which be signs the Agreement shall be the "Execution Date." In the event Schwartz executes and returns this Agreement prior to the end of the Consideration Period, he acknowledges that his decision to do so was voluntary and that he had the opportunity to consider this Agreement for the entire Consideration Period.
The Parties agree that this Agreement will not become effective until seven (7) calendar days after the Execution Date and that Schwartz may, within seven (7) calendar days after the Execution Date, revoke the Agreement in its entirety by providing written notice to Jordan Burns, Vice President, Corporate Counsel, One Liberty Plaza, Liberty, MO 64068. If written notice of revocation is not received by the Company by the 8th day after the execution of this Agreement, this Agreement will become effective and enforceable on that day (the ''Effective Date").
10. No Oral Modifications. This Agreement may not be modified, amended or varied except by and in accordance with the terms of a written agreement signed by all of the Parties hereto. Should any provision of the Agreement be declared or determined by any court to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby and the illegal or invalid part, term or provision shall be deemed not to be a part of the Agreement. The Company hereby advises Schwartz and Schwartz acknowledges that he has been so advised, to consult with an attorney before executing this Agreement.
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11. Parties Bound. This Agreement shall be binding upon and inure to the benefit of the direct Parties hereto, together with any and all of their owners, shareholders, partners, joint venturers, subsidiaries, affiliates, agents, officers, directors, and employees, together with their successors and assigns.
12. Governing Law. The Agreement, including all matters of interpretation and construction, shall be governed by the law of the State of Kansas. This Agreement, having been prepared at arm's length by all Parties, shall not be construed as a matter of law to disfavor any of the Parties to it.
13. Counterparts/Execution. This Agreement may be executed in any number of counterparts with the same effect as if the Parties hereto had signed the same document. All counterparts will be construed together and shall constitute one agreement. Signatures transmitted by facsimile or by e-mail in .pdf format, shall have the same effect as original signatures.
14. Entire Agreement: This Agreement contains the entire agreement between the Parties with respect to the Separation contemplated by them, and this Agreement shall be deemed to supersede and void any and all prior discussions, agreements or understandings, whether written or oral.
Ferrellgas, Inc.
BY: |
|
Doran Schwartz |
|
|
5
Exhibit 10.30
SEPARATION AGREEMENT AND RELEASE
This Separation Agreement and Release (the "Agreement") is entered into by and between Ferrellgas, Inc., and its parents, subsidiaries and affiliates, including Ferrellgas Partners, L.P., Ferrellgas, L.P. and Ferrell Companies, Inc., (collectively, "Ferrellgas" or the "Company") and Trenton D. Hampton ("Hampton") as of December 1, 2018. Ferrellgas and Hampton are referred to herein as "the Parties."
AGREEMENT
1. Termination Date. The Parties have determined that it is the best interests of the Company for Rampton to separate from the Company amicably, and upon the mutually agreeable terms and conditions more fully set forth herein. On November 21, 2018 Hampton ceased to serve the Company in all capacities held by him. For purposes of this Agreement, Hampton's separation date of employment with the Company became effective on December 1, 2018 and said date shall constitute his employment termination date ("Termination Date").
2. Severance Payment. No later than the earlier of two business days after the Effective Date (defined below) or December 31, 2018, the Company shall pay the total amount of
$690,000, less applicable payroll taxes, (the "Severance Payment") in full and final satisfaction of any and all claims against the Company, including, without limitation, claims arising from or relating in any way to his employment with the Company, including without limitation all claims for attorneys' fees or costs. The Company shall make the Severance Payment by wire transfer pursuant to instructions to be provided by Hampton. Hampton's Company-provided group health plan and other insurance benefits will cease on December 31, 2018, subject to any rights of Hampton and his eligible dependents to continue the Company's group health plan coverage at his own cost to the extent provided by COBRA. Notwithstanding anything to the contrary in this Agreement, Hampton shall retain all of his vested interest in his ESOP account, his Supplemental Savings Plan account, his 401(k), and any other similar account, and the proceeds from those accounts shall be distributed in accordance with the plan documents and the process followed for other employees at the end of their employment.
3. Representations by Hampton. Hampton represents, warrants and covenants the following as of the date of this Agreement and as a material inducement to Ferrellgas entering into this Agreement:
A. Other than historical information concerning wages, benefits, or similar information that any former employee could reasonably be expected to possess, Hampton does not possess any Company property, documents, and/or electronic data information or documentation. Any electronic or other equipment purchased for or supplied to Hampton by the Company has been returned to the Company.
B. With the exception of claims, complaints, or charges by persons or entities that have previously been reported to the Company in writing while Hampton was the chief legal officer or Chief Operating Officer for the Company, Hampton is not aware, directly or indirectly, of any claims, complaints, or charges that have been made, or that he expects will (or anticipates might) be made, by any person or entity against the Company, its officers, directors or employees in any court, regulatory body, administrative agency, or other forum.
4. Release by Hampton. Except for the obligations set forth in this Agreement, in exchange for valid and sufficient consideration provided hereunder, Hampton on behalf of himself and each of his heirs, successors, assigns, representatives, agents, and anyone claiming by or through Hampton forever discharges the Company, the Company's officers, directors, employees, and agents (including without lin1itation, any trustees, ERISA fiduciaries, attorneys, financial advisors, or fiduciary advisors) of the Company and all of its or their affiliates including without limitation Ferrellgas L.P. and Ferrell Companies, Inc., subsidiaries, parents, members, partners, officers, directors, principals, heirs, predecessors, successors, assigns, representatives, agents and employees, along with the officers, directors, principals, shareholders, representatives, employees, agents, heirs, beneficiaries, predecessors, successors and assigns of each such person or entity, and anyone claiming by, through or under any of them, from, and covenants not to bring suit or otherwise institute legal proceedings against any of them arising in whole or in part from, all claims that Hampton now has or may have or that Hampton may hereafter have of any nature whatsoever, that arose out of or are related to any matter occurring prior to the Effective Date, be they common law or statutory, legal or equitable, in contract or tort, including but not limited to claims arising out of Hampton's employment with the Company and/or the termination of that employment, and including but not limited to claims under Title VII of the Civil Rights Act of 1964, as amended (42 U.S.C. §2000e, et seq.); the Civil Rights Act of 1991; the Civil Rights Acts of 1866 or 1871 (42 U.S.C. §§1981, 1983, 1985, et seq.); the Americans with Disabilities Act of 1990 ("ADA"); the Employee Retirement Income Security Act of 1974, as amended ("ERISA"); the Fair Labor Standards and the Equal Pay Acts ("FLSA"); the Family and Medical Leave Act ("FMLA"); the Age Discrimination in Employment Act ("ADEA"); the Older Worker Benefit Protection Act ("OWBPA"); the Workers Adjustment and Retraining Notification Act ("WARN"); the Consolidated Omnibus Budget Reconciliation Act of 1986 ("COBRA"); the Missouri Human Rights Act; the Kansas Act Against Discrimination; and any similar state or local or other applicable jurisdiction's laws; claims relating to any rights under company policies or otherwise relating to compensation or benefits, claims for damages of any kind and nature including compensatory, general, special or punitive; and/or claims for attorney's fees and/or costs. This release does not waive any right that cannot be waived by law. This release does not prohibit Hampton from filing a charge with any government entity (such as the Equal Employment Opportunity Commission or National Labor Relations Board) related to Hampton's employment or separation of employment. This Agreement also does not waive or release any rights or claims that Hampton may have under the Age Discrimination in Employment Act that arise after the date that Hampton signs this Agreement. However, Hampton does forever waive his right to recover or receive any monetary damages, attorneys' fees, back pay, reinstatement or injunctive relief from the Company and/or the other released parties relating to any matter concerning his employment with the Company. Notwithstanding the above, this release does not release the Company or any other person or entity from any obligation or agreement to defend or indemnify Hampton for any liabilities, claims, legal expenses, or other costs resulting from his duties as an officer and/or employee of the Company, or as a fiduciary or administrator for any Company purpose or employee plan, and the Company shall cooperate with Hampton in connection with any such claims. Further, Hampton does not release and shall retain all of his vested interests and rights in his Employee Stock Ownership Plan ("ESOP") account, his Supplemental Savings Plan account, his 401(k), or any other similar account, and the proceeds from those accounts shall be distributed in accordance with the plan documents and the process followed for other employees at the end of their employment.
5. Release of Noncompetition Agreement and Incorporation of Employment Agreement. Ferrellgas release Hampton from his noncompetition agreement with Ferrellgas contained in paragraph 6 of his Employment Agreement with the Company dated November 19,
2
2001 ("Employment Agreement") and his noncompetition agreements contained in any Option Grantee agreement(s), Stock Appreciation Rights Agreement(s), and any other noncompetition provision in any other agreement between Hampton and the Company or its affiliates. Hampton acknowledges that all other obligations and restrictive covenants in his Employment Agreement with the Company remain in place and are enforceable notwithstanding his voluntary termination of his employment, including: returning all Ferrellgas property; maintaining confidentiality regarding Ferrellgas confidential, proprietary, or trade secret information; that Hampton shall not solicit Company employees without the advance written consent of Ferrellgas; and the obligation to arbitrate any claim arising from. or relating to his employment relationship with the Company. For the avoidance of any doubt, the terms of the Employment Agreement are expressly incorporated into and survive this Agreement, with the exception of the non-competition provision in paragraph 6 of the Employment Agreement. To the extent there is any conflict between the terms of this Agreement and the Employment Agreement, this Agreement shall control.
6. Release by the Company. In exchange for the mutual promises made here, Ferrellgas agrees to forever RELEASE and DISCHARGE Hampton from any and all claims arising on or prior to the date of this Agreement from his employment and/or cessation of employment and all debts, obligations, demands, or causes of action of any kind whatsoever, known or unknown, in tort, contract, by statute or on any other basis, for equitable relief, compensatory, punitive or other damages, expenses (including attorney's fees), reimbursements or costs of any kind, which Ferrellgas could assert against Hampton; provided, however, that if any of Hampton's representations or warranties in this Agreement are not true, this release is void ab initio.
7. Confidentiality. Except as otherwise required by law, the Parties shall treat this Agreement as strictly confidential and will not disclose it or its terms to any person other than attorneys and financial advisor(s) who have a need to know and who acknowledge that they will maintain this Agreement as strictly confidential. Hampton may also disclose this Agreement to his spouse provided she first assures Hampton that she is bound by and will honor this confidentiality provision. Ferrellgas may disclose this Agreement to its lawyers, financial advisors, officers, directors, and others with a need to know the terms of this Agreement provided they first acknowledge they will honor this confidentiality provision. The parties may disclose the terms of this Agreement to the extent reasonably necessary to comply with securities laws or to lawyers, accountants, auditors, bankers or tax advisors of any of the parties that might require confidential access to this Agreement for the purpose of properly advising that party in the ordinary course of its business, provided, however, that such persons shall be advised of and agree to the confidentiality provisions of this Agreement; to the extent necessary to comply with any court process or governmental or legal requirements; to the extent necessary to enforce this Agreement; or to the extent necessary to comply with the reporting requirements of federal, state or local tax laws and regulations. Nothing herein shall preclude Ferrellgas from disclosing this Agreement as may be required by law or regulation, and Hampton acknowledges that Ferrellgas may have to disclose this Agreement in a public SEC filing. Neither party shall be required to treat as confidential any terms of this Agreement disclosed to the public by Ferrellgas in a public SEC filing or otherwise.
8. Cooperation and Assistance. Hampton shall remain available (upon reasonable prior notice) to consult with Ferrellgas, upon the Company's request, with respect to any claims, lawsuits, regulatory proceedings or other actions brought against the Company and/or its officers, directors and employees or with respect to any other reasonable request of the Company related to enforcing the Company's rights under this Agreement. Hampton also agrees not to support,
3
directly or indirectly, any party (except a state or federal agency) who may assert any such claims or actions against the Company and/or its officers, directors and employees, except to the extent required by law. For the avoidance of any doubt, Hampton has no restrictions whatsoever in terms of making any report to or cooperating with any state or federal law enforcement or regulatory agency. If Hampton is served with a subpoena, process, notice, document request or other lawful demand seeking production or disclosure of any documents, work product, or other materials or information related to the affairs of the Company, and if permitted to do so bylaw, Hampton shall give written notice to the undersigned as promptly as possible so that Ferrellgas may have a reasonable opportunity to interpose objections with the appropriate tribunal or authority, and Hampton shall otherwise use reasonable efforts to cooperate with Ferrellgas in substantively responding to any information requests. Ferrellgas shall reimburse Hampton for his reasonable, pre-approved, out-of-pocket expenses in connection with such consultation and cooperation. The parties acknowledge and agree that such cooperation and consultation may require a substantial commitment of time or effort by Hampton, and to compensate Hampton for his time, Hampton and Company shall enter into a consulting agreement in a form substantially similar to the recent agreements in place with other former executives. Nothing in this Agreement shall preclude Hampton from assisting any future employer in connection with any future dispute that may develop between that employer and the Company, so long as that dispute is unrelated to Hampton's employment with the Company and provided that the dispute does not involve confidential, proprietary, trade secret, or legally privileged information of the Company to which Hampton was privy.
9. Consideration of Agreement by Hampton. Hampton acknowledges that, before entering into this Agreement, he had twenty-one (21) calendar days after receipt of this Agreement (the "Consideration Period") to consider this Agreement before signing it. Hampton and the Company agree that no changes to this Agreement will re-start the Consideration Period. If Hampton signs this Agreement, the date on which be signs the Agreement shall be the "Execution Date." In the event Hampton executes and returns this Agreement prior to the end of the Consideration Period, he acknowledges that his decision to do so was voluntary and that he had the opportunity to consider this Agreement for the entire Consideration Period.
The Parties agree that this Agreement will not become effective until seven (7) calendar days after the Execution Date and that Hampton may, within seven (7) calendar days after the Execution Date, revoke the Agreement in its entirety by providing written notice to Jordan Burns, Vice President, Corporate Counsel, One Liberty Plaza, Liberty, MO 64068. If written notice of revocation is not received by the Company by the 8th day after the execution of this Agreement, this Agreement will become effective and enforceable on that day (the ''Effective Date").
10. No Oral Modifications. This Agreement may not be modified, amended or varied except by and in accordance with the terms of a written agreement signed by all of the Parties hereto. Should any provision of the Agreement be declared or determined by any court to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby and the illegal or invalid part, term or provision shall be deemed not to be a part of the Agreement. The Company hereby advises Hampton and Hampton acknowledges that he has been so advised, to consult with an attorney before executing this Agreement.
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11. Parties Bound. This Agreement shall be binding upon and inure to the benefit of the direct Parties hereto, together with any and all of their owners, shareholders, partners, joint venturers, subsidiaries, affiliates, agents, officers, directors, and employees, together with their successors and assigns.
12. Governing Law. The Agreement, including all matters of interpretation and construction, shall be governed by the law of the State of Kansas. This Agreement, having been prepared at arm's length by all Parties, shall not be construed as a matter of law to disfavor any of the Parties to it.
13. Counterparts/Execution. This Agreement may be executed in any number of counterparts with the same effect as if the Parties hereto had signed the same document. All counterparts will be construed together and shall constitute one agreement. Signatures transmitted by facsimile or by e-mail in .pdf format, shall have the same effect as original signatures.
14. Entire Agreement: This Agreement contains the entire agreement between the Parties with respect to the Separation contemplated by them, and this Agreement shall be deemed to supersede and void any and all prior discussions, agreements or understandings, whether written or oral.
Ferrellgas, Inc.
BY: |
|
Trenton D. Hampton |
|
|
5
EXHIBIT 31.1
CERTIFICATIONS
FERRELLGAS PARTNERS, L.P.
I, James E. Ferrell, certify that:
1. I have reviewed this report on Form 10-Q for the period ended January 31, 2019 of Ferrellgas Partners, L.P. (the “Registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
Date: March 8, 2019 |
/s/ James E. Ferrell |
|
James E. Ferrell |
|
Interim Chief Executive Officer and President; |
|
Chairman of the Board of Directors of Ferrellgas, Inc., general partner of the Registrant |
CERTIFICATIONS
FERRELLGAS PARTNERS, L.P.
I, William E. Ruisinger, certify that:
1. I have reviewed this report on Form 10-Q for the period ended January 31, 2019 of Ferrellgas Partners, L.P. (the “Registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
Date: March 8, 2019 |
/s/ William E. Ruisinger |
|
William E. Ruisinger |
|
Interim Chief Financial Officer; Treasurer (Principal Financial and Accounting Officer) of Ferrellgas, Inc., general partner of the Registrant |
EXHIBIT 31.2
CERTIFICATIONS
FERRELLGAS PARTNERS FINANCE CORP.
I, James E. Ferrell, certify that:
1. I have reviewed this report on Form 10-Q for the period ended January 31, 2019 of Ferrellgas Partners Finance Corp. (the “Registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
Date: March 8, 2019 |
/s/ James E. Ferrell |
|
James E. Ferrell |
|
Interim Chief Executive Officer and President |
CERTIFICATIONS
FERRELLGAS PARTNERS FINANCE CORP.
I, William E. Ruisinger, certify that:
1. I have reviewed this report on Form 10-Q for the period ended January 31, 2019 of Ferrellgas Partners Finance Corp. (the “Registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
Date: March 8, 2019 |
/s/ William E. Ruisinger |
|
William E. Ruisinger |
|
Interim Chief Financial Officer and Sole Director |
EXHIBIT 31.3
CERTIFICATIONS
FERRELLGAS, L.P.
I, James E. Ferrell, certify that:
1. I have reviewed this report on Form 10-Q for the period ended January 31, 2019 of Ferrellgas, L.P. (the “Registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
Date: March 8, 2019 |
/s/ James E. Ferrell |
|
James E. Ferrell |
|
Interim Chief Executive Officer and President; Chairman of the Board of Directors of Ferrellgas, Inc., general partner of the Registrant |
CERTIFICATIONS
FERRELLGAS, L.P.
I, William E. Ruisinger, certify that:
1. I have reviewed this report on Form 10-Q for the period ended January 31, 2019 of Ferrellgas, L.P. (the “Registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
Date: March 8, 2019 |
/s/ William E. Ruisinger |
|
William E. Ruisinger |
|
Interim Chief Financial Officer; Treasurer (Principal Financial and Accounting Officer) of Ferrellgas, Inc., general partner of the Registrant |
EXHIBIT 31.4
CERTIFICATIONS
FERRELLGAS FINANCE CORP.
I, James E. Ferrell, certify that:
1. I have reviewed this report on Form 10-Q for the period ended January 31, 2019 of Ferrellgas Finance Corp. (the “Registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
Date: March 8, 2019 |
/s/ James E. Ferrell |
|
James E. Ferrell |
|
Interim Chief Executive Officer and President |
CERTIFICATIONS
FERRELLGAS FINANCE CORP.
I, William E. Ruisinger, certify that:
1. I have reviewed this report on Form 10-Q for the period ended January 31, 2019 of Ferrellgas Finance Corp. (the “Registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5) The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
Date: March 8, 2019 |
/s/ William E. Ruisinger |
|
William E. Ruisinger |
|
Interim Chief Financial Officer and Sole Director |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. 1350,
AS ADOPTED PURSUANT TO
SECTION 906
OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the accompanying Quarterly Report on Form 10-Q of Ferrellgas Partners, L.P. (the “Partnership”) for the period ended January 31, 2019, as filed with the Securities and Exchange Commission (the “SEC”) on the date hereof (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certify pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership at the dates and for the periods indicated within the Report.
The foregoing certification is made solely for purposes of 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and is subject to the “knowledge” and “willfulness” qualifications contained in 18 U.S.C. 1350(c).
This certification is being furnished to the SEC and is not to be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of Section 18. In addition, this certification is not to be incorporated by reference into any registration statement of the Partnership or other filing of the Partnership made pursuant to the Exchange Act or Securities Act of 1933, as amended, unless specifically identified as being incorporated therein by reference.
Dated: March 8, 2019 |
/s/ James E. Ferrell |
|
James E. Ferrell |
|
Interim Chief Executive Officer and President; Chairman of the Board of Directors of Ferrellgas, Inc., general partner of the Registrant |
|
|
|
/s/ William E. Ruisinger |
|
William E. Ruisinger |
|
Interim Chief Financial Officer; Treasurer (Principal Financial and Accounting Officer) of Ferrellgas, Inc., general partner of the Registrant |
*As required by 18 U.S.C. 1350, a signed original of this written statement has been provided to the Partnership.
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. 1350,
AS ADOPTED PURSUANT TO
SECTION 906
OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the accompanying Quarterly Report on Form 10-Q of Ferrellgas Partners Finance Corp. for the period ended January 31, 2019, as filed with the Securities and Exchange Commission (the “SEC”) on the date hereof (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certify pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Ferrellgas Partners Finance Corp. at the dates and for the periods indicated within the Report.
The foregoing certification is made solely for purposes of 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and is subject to the “knowledge” and “willfulness” qualifications contained in 18 U.S.C. 1350(c).
This certification is being furnished to the SEC and is not to be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of Section 18. In addition, this certification is not to be incorporated by reference into any registration statement of Ferrellgas Partners Finance Corp. or other filing of Ferrellgas Partners Finance Corp. made pursuant to the Exchange Act or Securities Act of 1933, as amended, unless specifically identified as being incorporated therein by reference.
Dated: March 8, 2019 |
/s/ James E. Ferrell |
|
James E. Ferrell |
|
Interim Chief Executive Officer and President |
|
|
|
/s/ William E. Ruisinger |
|
William E. Ruisinger |
|
Interim Chief Financial Officer and Sole Director |
*As required by 18 U.S.C. 1350, a signed original of this written statement has been provided to Ferrellgas Partners Finance Corp.
EXHIBIT 32.3
CERTIFICATION PURSUANT TO
18 U.S.C. 1350,
AS ADOPTED PURSUANT TO
SECTION 906
OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the accompanying Quarterly Report on Form 10-Q of Ferrellgas, L.P. (the “Partnership”) for the period ended January 31, 2019, as filed with the Securities and Exchange Commission (the “SEC”) on the date hereof (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certify pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership at the dates and for the periods indicated within the Report.
The foregoing certification is made solely for purposes of 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and is subject to the “knowledge” and “willfulness” qualifications contained in 18 U.S.C. 1350(c).
This certification is being furnished to the SEC and is not to be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of Section 18. In addition, this certification is not to be incorporated by reference into any registration statement of the Partnership or other filing of the Partnership made pursuant to the Exchange Act or Securities Act of 1933, as amended, unless specifically identified as being incorporated therein by reference.
Dated: March 8, 2019 |
/s/ James E. Ferrell |
|
James E. Ferrell |
|
Interim Chief Executive Officer and President; Chairman of the Board of Directors of Ferrellgas, Inc., general partner of the Registrant |
|
|
|
/s/ William E. Ruisinger |
|
William E. Ruisinger |
|
Interim Chief Financial Officer; Treasurer (Principal Financial and Accounting Officer) of Ferrellgas, Inc., general partner of the Registrant |
*As required by 18 U.S.C. 1350, a signed original of this written statement has been provided to the Partnership.
EXHIBIT 32.4
CERTIFICATION PURSUANT TO
18 U.S.C. 1350,
AS ADOPTED PURSUANT TO
SECTION 906
OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the accompanying Quarterly Report on Form 10-Q of Ferrellgas Finance Corp. for the period ended January 31, 2019, as filed with the Securities and Exchange Commission (the “SEC”) on the date hereof (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certify pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Ferrellgas Finance Corp. at the dates and for the periods indicated within the Report.
The foregoing certification is made solely for purposes of 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and is subject to the “knowledge” and “willfulness” qualifications contained in 18 U.S.C. 1350(c).
This certification is being furnished to the SEC and is not to be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of Section 18. In addition, this certification is not to be incorporated by reference into any registration statement of Ferrellgas Finance Corp. or other filing of Ferrellgas Finance Corp. made pursuant to the Exchange Act or Securities Act of 1933, as amended, unless specifically identified as being incorporated therein by reference.
Dated: March 8, 2019 |
/s/ James E. Ferrell |
|
James E. Ferrell |
|
Interim Chief Executive Officer and President |
|
|
|
/s/ William E. Ruisinger |
|
William E. Ruisinger |
|
Interim Chief Financial Officer and Sole Director |
*As required by 18 U.S.C. 1350, a signed original of this written statement has been provided to Ferrellgas Finance Corp.
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands |
Jan. 31, 2019 |
Jul. 31, 2018 |
---|---|---|
Accounts receivable pledged as collateral | $ 201,717 | $ 120,079 |
Amortizable intangible assets, accumulated amortization | $ 407,795 | $ 399,629 |
Common unitholders, units outstanding | 97,152,665 | 97,152,665 |
General partner unitholder, units outstanding | 989,926 | 989,926 |
Ferrellgas Partners Finance Corp. [Member] | ||
Common stock, par value | $ 1.00 | $ 1.00 |
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, L.P. [Member] | ||
Accounts receivable pledged as collateral | $ 201,717 | $ 120,079 |
Amortizable intangible assets, accumulated amortization | $ 407,795 | $ 399,629 |
Ferrellgas Finance Corp. [Member] | ||
Common stock, par value | $ 1.00 | $ 1.00 |
Common stock, shares authorized | 2,000 | 2,000 |
Common stock, shares issued | 1,000 | 1,000 |
Common stock, shares outstanding | 1,000 | 1,000 |
Consolidated Statements Of Earnings - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jan. 31, 2019 |
Jan. 31, 2018 |
Jan. 31, 2019 |
Jan. 31, 2018 |
|
Revenues: | ||||
Revenues | $ 573,377,000 | $ 755,156,000 | $ 925,686,000 | $ 1,209,811,000 |
Costs and expenses: | ||||
Operating expense | 121,219,000 | 123,716,000 | 231,550,000 | 234,178,000 |
Depreciation and amortization expense | 19,605,000 | 25,485,000 | 38,597,000 | 51,217,000 |
General and administrative expense | 16,342,000 | 14,891,000 | 30,521,000 | 28,055,000 |
Equipment lease expense | 8,415,000 | 6,954,000 | 16,278,000 | 13,695,000 |
Non-cash employee stock ownership plan compensation charge | 1,944,000 | 4,031,000 | 4,692,000 | 7,993,000 |
Asset impairment charges | 10,005,000 | 0 | 10,005,000 | |
Loss on asset sales and disposals | 2,216,000 | 39,249,000 | 6,720,000 | 40,144,000 |
Operating income (loss) | 88,683,000 | 40,053,000 | 75,192,000 | 32,410,000 |
Interest expense | (44,891,000) | (42,673,000) | (88,769,000) | (83,480,000) |
Other income (expense), net | 86,000 | 684,000 | 105,000 | 1,195,000 |
Earnings (loss) before income taxes | 43,878,000 | (1,936,000) | (13,472,000) | (49,875,000) |
Income tax expense (benefit) | 3,000 | (162,000) | 161,000 | 215,000 |
Net earnings (loss) | 43,875,000 | (1,774,000) | (13,633,000) | (50,090,000) |
Net earnings (loss) attributable to noncontrolling interest | 531,000 | 69,000 | 38,000 | (332,000) |
Net earnings (loss) | 43,344,000 | (1,843,000) | (13,671,000) | (49,758,000) |
Less: General partner's interest in net earnings (loss) | 433,000 | (19,000) | (137,000) | (498,000) |
Common unitholders' interest in net earnings (loss) | $ 42,911,000 | $ (1,824,000) | $ (13,534,000) | $ (49,260,000) |
Basic and diluted net earnings (loss) per common unit | $ 0.44 | $ (0.02) | $ (0.14) | $ (0.51) |
Distributions declared or paid per unit | $ 0.00 | $ 0.10 | $ 0.00 | $ 0.20 |
Propane [Member] | ||||
Revenues: | ||||
Revenues | $ 550,112,000 | $ 592,239,000 | $ 885,078,000 | $ 894,997,000 |
Costs and expenses: | ||||
Cost of sales | 311,531,000 | 362,918,000 | 515,667,000 | 542,433,000 |
Midstream Operations [Member] | ||||
Revenues: | ||||
Revenues | 0 | 117,276,000 | 0 | 238,036,000 |
Costs and expenses: | ||||
Cost of sales | 0 | 107,067,000 | 0 | 215,192,000 |
Product and Service, Other [Member] | ||||
Revenues: | ||||
Revenues | 23,265,000 | 45,641,000 | 40,608,000 | 76,778,000 |
Costs and expenses: | ||||
Cost of sales | 3,422,000 | 20,787,000 | 6,469,000 | 34,489,000 |
Ferrellgas Partners Finance Corp. [Member] | ||||
Costs and expenses: | ||||
General and administrative expense | 1,941 | 225 | 1,941 | 275 |
Net earnings (loss) | (1,941) | (225) | (1,941) | (275) |
Ferrellgas, L.P. [Member] | ||||
Revenues: | ||||
Revenues | 573,377,000 | 755,156,000 | 925,686,000 | 1,209,811,000 |
Costs and expenses: | ||||
Operating expense | 121,219,000 | 123,716,000 | 231,550,000 | 234,178,000 |
Depreciation and amortization expense | 19,605,000 | 25,485,000 | 38,597,000 | 51,217,000 |
General and administrative expense | 16,341,000 | 14,890,000 | 30,516,000 | 28,054,000 |
Equipment lease expense | 8,415,000 | 6,954,000 | 16,278,000 | 13,695,000 |
Non-cash employee stock ownership plan compensation charge | 1,944,000 | 4,031,000 | 4,692,000 | 7,993,000 |
Asset impairment charges | 10,005,000 | 0 | 10,005,000 | |
Loss on asset sales and disposals | 2,216,000 | 39,249,000 | 6,720,000 | 40,144,000 |
Operating income (loss) | 88,684,000 | 40,054,000 | 75,197,000 | 32,411,000 |
Interest expense | (36,150,000) | (34,058,000) | (71,345,000) | (66,254,000) |
Other income (expense), net | 86,000 | 684,000 | 105,000 | 1,195,000 |
Earnings (loss) before income taxes | 52,620,000 | 6,680,000 | 3,957,000 | (32,648,000) |
Income tax expense (benefit) | 3,000 | (167,000) | 154,000 | 204,000 |
Net earnings (loss) | 52,617,000 | 6,847,000 | 3,803,000 | (32,852,000) |
Net earnings (loss) | 52,617,000 | 6,847,000 | 3,803,000 | (32,852,000) |
Ferrellgas, L.P. [Member] | Propane [Member] | ||||
Revenues: | ||||
Revenues | 550,112,000 | 592,239,000 | 885,078,000 | 894,997,000 |
Costs and expenses: | ||||
Cost of sales | 311,531,000 | 362,918,000 | 515,667,000 | 542,433,000 |
Ferrellgas, L.P. [Member] | Midstream Operations [Member] | ||||
Revenues: | ||||
Revenues | 0 | 117,276,000 | 0 | 238,036,000 |
Costs and expenses: | ||||
Cost of sales | 0 | 107,067,000 | 0 | 215,192,000 |
Ferrellgas, L.P. [Member] | Product and Service, Other [Member] | ||||
Revenues: | ||||
Revenues | 23,265,000 | 45,641,000 | 40,608,000 | 76,778,000 |
Costs and expenses: | ||||
Cost of sales | 3,422,000 | 20,787,000 | 6,469,000 | 34,489,000 |
Ferrellgas Finance Corp. [Member] | ||||
Costs and expenses: | ||||
General and administrative expense | 3,850 | 3,666 | 5,400 | 5,216 |
Net earnings (loss) | $ (3,850) | $ (3,666) | $ (5,400) | $ (5,216) |
Partnership Organization And Formation |
6 Months Ended |
---|---|
Jan. 31, 2019 | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Partnership Organization And Formation | A. Partnership organization and formation Ferrellgas Partners, L.P. (“Ferrellgas Partners”) was formed April 19, 1994, and is a publicly traded limited partnership, owning an approximate 99% limited partner interest in Ferrellgas, L.P. (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. Ferrellgas Partners was formed to acquire and hold a limited partner interest in the operating partnership. As of January 31, 2019, Ferrell Companies, Inc. ("Ferrell Companies") beneficially owns 22.8 million Ferrellgas Partners common units. Ferrellgas, Inc. (the "general partner"), a wholly-owned subsidiary of Ferrell Companies, has retained an approximate 1% general partner interest in Ferrellgas Partners and also holds an approximate 1% general partner interest in the operating partnership, representing an effective 2% general partner interest in Ferrellgas on a combined basis. As general partner, it performs all management functions required by Ferrellgas. Unless contractually provided for, creditors of the operating partnership have no recourse with regards to Ferrellgas Partners. Ferrellgas Partners is a holding entity that conducts no operations and has two subsidiaries, Ferrellgas Partners Finance Corp. and 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 debt issued by Ferrellgas Partners. The operating partnership is the only operating subsidiary of Ferrellgas Partners. Ferrellgas 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. Due to seasonality, the results of operations for the six months ended January 31, 2019 are not necessarily indicative of the results to be expected for the full fiscal year ending July 31, 2019. The condensed consolidated financial statements of Ferrellgas reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the interim periods presented. All adjustments to the condensed consolidated financial statements were of a normal recurring nature. Certain prior period amounts have been reclassified to conform to the current period presentation. The information included in this Quarterly Report on Form 10‑Q should be read in conjunction with (i) the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and (ii) the consolidated financial statements and accompanying notes included in Ferrellgas’ Annual Report on Form 10‑K for fiscal 2018. |
Ferrellgas Partners Finance Corp. [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Partnership Organization And Formation | A. Formation Ferrellgas Partners Finance Corp. (the “Finance Corp.”), a Delaware corporation, was formed on March 28, 1996 and is a wholly-owned subsidiary of Ferrellgas Partners, L.P. (the “Partnership”). The condensed financial statements 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 financial statements were of a normal recurring nature. The Finance Corp. has nominal assets, does not conduct any operations and has no employees. |
Ferrellgas, L.P. [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Partnership Organization And Formation | A. Partnership organization and formation Ferrellgas, L.P. is a limited partnership that owns and operates propane distribution and related assets, crude oil transportation and logistics related assets and salt water disposal wells in south Texas. Ferrellgas Partners, L.P. (“Ferrellgas Partners”), a publicly traded limited partnership, holds an approximate 99% limited partner interest in, and consolidates, Ferrellgas, L.P. Ferrellgas, Inc. (the “general partner”), a wholly-owned subsidiary of Ferrell Companies, Inc. (“Ferrell Companies”), holds an approximate 1% general partner interest in Ferrellgas, L.P. and performs all management functions required by Ferrellgas, L.P. Ferrellgas, L.P. 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 issued by Ferrellgas, L.P. Ferrellgas, L.P. 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. Due to seasonality, the results of operations for the six months ended January 31, 2019 are not necessarily indicative of the results to be expected for the full fiscal year ending July 31, 2019. The condensed consolidated financial statements of Ferrellgas, L.P. and subsidiaries reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the interim periods presented. All adjustments to the condensed consolidated financial statements were of a normal recurring nature. Certain prior period amounts have been reclassified to conform to the current period presentation. The information included in this Quarterly Report on Form 10‑Q should be read in conjunction with (i) the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and (ii) the consolidated financial statements and accompanying notes included in Ferrellgas, L.P.’s Annual Report on Form 10‑K for fiscal 2018. |
Ferrellgas Finance Corp. [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Partnership Organization And Formation | A. Formation Ferrellgas Finance Corp. (the “Finance Corp.”), a Delaware corporation, was formed on January 16, 2003 and is a wholly-owned subsidiary of Ferrellgas, L.P. (the “Partnership”). The condensed financial statements 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 financial statements were of a normal recurring nature. The Finance Corp. has nominal assets, does not conduct any operations and has no employees. |
Summary Of Significant Accounting Policies |
6 Months Ended |
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Jan. 31, 2019 | |
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 consolidated financial statements include accruals that have been established for contingent liabilities, pending claims and legal actions arising in the normal course of business, useful lives of property, plant and equipment assets, residual values of tanks, capitalization of customer tank installation costs, amortization methods of intangible assets, valuation methods used to value sales returns and allowances, allowance for doubtful accounts, fair value of reporting units, recoverability of long-lived assets, assumptions used to value business combinations, fair values of derivative contracts and stock-based compensation calculations. (2) New accounting standards: FASB Accounting Standard Update No. 2014‑09 In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update ("ASU") 2014‑09, Revenue from Contracts with Customers (“ASU 2014‑09”). The issuance is part of a joint effort by the FASB and the International Accounting Standards Board ("IASB") to enhance financial reporting by creating common revenue recognition guidance for U.S. GAAP and International Financial Reporting Standards ("IFRS") and, thereby, improving the consistency of requirements, comparability of practices and usefulness of disclosures. Upon adoption, Ferrellgas applied ASU 2014‑09 only to contracts that were not completed, referred to as open contracts. Ferrellgas adopted ASU 2014‑09 beginning on August 1, 2018 using the modified retrospective method. This method requires that the cumulative effect of initially applying ASU 2014‑09 be recognized in partner’s deficit at the date of adoption, August 1, 2018. ASU 2014‑09 has not materially impacted Ferrellgas’ consolidated financial statements, and as a result there was no cumulative effect to record as of the date of adoption. Results for reporting periods beginning after August 1, 2018 are presented under ASU 2014‑09, while amounts reported for prior periods have not been adjusted and continue to be reported under accounting standards in effect for those periods. See Note G - Revenue from contracts with customers for additional information related to revenues and contract costs, including qualitative and quantitative disclosures required under ASU 2014‑09. FASB Accounting Standard Update No. 2016‑02 In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The new standard requires lessees to apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. An entity may elect the transition relief option in ASU 2018-11, “Leases: Targeted Improvements” which, among other things, provides entities with an option to recognize the cumulative-effect adjustment from the modified retrospective application to the opening balance of retained earnings in the period of adoption and consequently, continue to report comparative periods in compliance with the prior guidance (ASC 840). Ferrellgas expects to elect this additional transition method.
Ferrellgas is continuing to evaluate the impact of its pending adoption of ASU 2016-02 on the consolidated financial statements. Ferrellgas has made significant progress in assessing the impact of the standard and planning for the adoption and implementation. The implementation team has completed initial scoping and is substantially complete in the data gathering process of our current lease portfolio. Ferrellgas is currently performing a completeness assessment over the lease population, analyzing the financial statement impact of adopting the standards, and evaluating the impact of adoption on our existing accounting policies and disclosures. Ferrellgas believes that the adoption of this standard, which will be effective for Ferrellgas August 1, 2019, will result in material increases to right of use assets and lease liabilities on our consolidated balance sheet.
FASB Accounting Standard Update No. 2016‑13 In June 2016, the FASB issued ASU 2016‑13, Financial Instruments - Credit Losses (Topic 326) which requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. This standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. Ferrellgas is currently evaluating the impact of its pending adoption of this standard on the consolidated financial statements. FASB Accounting Standard Update No. 2017‑12 In August 2017, the FASB issued ASU 2017‑12, Financial Instruments - Derivatives and Hedging (Topic 815) - Targeted Improvements to Accounting for Hedging Activities which is intended to improve the financial reporting for hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements. This standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Ferrellgas is currently evaluating the impact of its pending adoption of this standard on the consolidated financial statements. FASB Accounting Standard Update No. 2018‑15 In August 2018, the FASB issued ASU 2018‑15, Intangibles - Goodwill and Other - Internal-use Software (Subtopic 350‑40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract which is intended to clarify the accounting for implementation costs related to a cloud computing arrangement that is a service contract. This standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Ferrellgas is currently evaluating the impact of its pending adoption of this standard on the consolidated financial statements. |
Ferrellgas, L.P. [Member] | |
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 consolidated financial statements include accruals that have been established for contingent liabilities, pending claims and legal actions arising in the normal course of business, useful lives of property, plant and equipment assets, residual values of tanks, capitalization of customer tank installation costs, amortization methods of intangible assets, valuation methods used to value sales returns and allowances, allowance for doubtful accounts, fair value of reporting units, recoverability of long-lived assets, assumptions used to value business combinations, fair values of derivative contracts and stock-based compensation calculations. (2) New accounting standards: FASB Accounting Standard Update No. 2014‑09 In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update ("ASU") 2014‑09, Revenue from Contracts with Customers (“ASU 2014‑09”). The issuance is part of a joint effort by the FASB and the International Accounting Standards Board ("IASB") to enhance financial reporting by creating common revenue recognition guidance for U.S. GAAP and International Financial Reporting Standards ("IFRS") and, thereby, improving the consistency of requirements, comparability of practices and usefulness of disclosures. Upon adoption, Ferrellgas, L.P. applied ASU 2014‑09 only to contracts that were not completed, referred to as open contracts. Ferrellgas, L.P. adopted ASU 2014‑09 beginning on August 1, 2018 using the modified retrospective method. This method requires that the cumulative effect of initially applying ASU 2014‑09 be recognized in partner’s deficit at the date of adoption, August 1, 2018. ASU 2014‑09 has not materially impacted Ferrellgas, L.P.’s consolidated financial statements, and as a result there was no cumulative effect to record as of the date of adoption. Results for reporting periods beginning after August 1, 2018 are presented under ASU 2014‑09, while amounts reported for prior periods have not been adjusted and continue to be reported under accounting standards in effect for those periods. See Note G - Revenue from contracts with customers for additional information related to revenues and contract costs, including qualitative and quantitative disclosures required under ASU 2014‑09. FASB Accounting Standard Update No. 2016‑02 In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The new standard requires lessees to apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. An entity may elect the transition relief option in ASU 2018-11, “Leases: Targeted Improvements” which, among other things, provides entities with an option to recognize the cumulative-effect adjustment from the modified retrospective application to the opening balance of retained earnings in the period of adoption and consequently, continue to report comparative periods in compliance with the prior guidance (ASC 840). Ferrellgas, L.P. expects to elect this additional transition method.
Ferrellgas, L.P. is continuing to evaluate the impact of its pending adoption of ASU 2016-02 on the consolidated financial statements. Ferrellgas, L.P. has made significant progress in assessing the impact of the standard and planning for the adoption and implementation. The implementation team has completed initial scoping and is substantially complete in the data gathering process of our current lease portfolio. Ferrellgas, L.P. is currently performing a completeness assessment over the lease population, analyzing the financial statement impact of adopting the standards, and evaluating the impact of adoption on our existing accounting policies and disclosures. Ferrellgas, L.P. believes that the adoption of this standard, which will be effective for Ferrellgas, L.P. August 1, 2019, will result in material increases to right of use assets and lease liabilities on our consolidated balance sheet.
FASB Accounting Standard Update No. 2016‑13 In June 2016, the FASB issued ASU 2016‑13, Financial Instruments - Credit Losses (Topic 326) which requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. This standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. Ferrellgas, L.P. is currently evaluating the impact of its pending adoption of this standard on the consolidated financial statements. FASB Accounting Standard Update No. 2017‑12 In August 2017, the FASB issued ASU 2017‑12, Financial Instruments - Derivatives and Hedging (Topic 815) - Targeted Improvements to Accounting for Hedging Activities which is intended to improve the financial reporting for hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements. This standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Ferrellgas, L.P. is currently evaluating the impact of its pending adoption of this standard on the consolidated financial statements. FASB Accounting Standard Update No. 2018‑15 In August 2018, the FASB issued ASU 2018‑15, Intangibles - Goodwill and Other - Internal-use Software (Subtopic 350‑40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract which is intended to clarify the accounting for implementation costs related to a cloud computing arrangement that is a service contract. This standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Ferrellgas, L.P. is currently evaluating the impact of its pending adoption of this standard on the consolidated financial statements. . |
Supplemental Financial Statement Information |
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Supplemental Financial Statement Information | C. Supplemental financial statement information Inventories consist of the following:
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 January 31, 2019, Ferrellgas had committed, for supply procurement purposes, to take delivery of approximately 14 million gallons of propane at fixed prices. Other assets, net consist of the following:
Other current liabilities consist of the following:
Shipping and handling expenses are classified in the following condensed consolidated statements of operations line items:
Certain cash flow and significant non-cash activities are presented below:
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Supplemental Financial Statement Information | C. Supplemental financial statement information Inventories consist of the following:
In addition to inventories on hand, Ferrellgas, L.P. 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 January 31, 2019, Ferrellgas, L.P. had committed, for supply procurement purposes, to take delivery of approximately 14 million gallons of propane at fixed prices. Other assets, net consist of the following:
Other current liabilities consist of the following:
Shipping and handling expenses are classified in the following condensed consolidated statements of operations line items:
Certain cash flow and significant non-cash activities are presented below:
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Accounts And Notes Receivable, Net And Accounts Receivable Securitization |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | D. Accounts and notes receivable, net and accounts receivable securitization Accounts and notes receivable, net consist of the following:
At January 31, 2019, $201.7 million of trade accounts receivable were pledged as collateral against $140.0 million of collateralized notes payable due to a commercial paper conduit. At July 31, 2018, $120.1 million of trade accounts receivable were pledged as collateral against $58.0 million of collateralized notes payable due to the commercial paper conduit. These accounts receivable pledged as collateral are bankruptcy remote from the operating partnership. The operating partnership does not provide any guarantee or similar support to the collectability of these accounts receivable pledged as collateral. As of January 31, 2019, Ferrellgas had received cash proceeds of $140.0 million from trade accounts receivables securitized, with no remaining capacity to receive additional proceeds or issue letters of credit. As of July 31, 2018, Ferrellgas had received cash proceeds of $58.0 million from trade accounts receivables securitized, with no remaining capacity to receive additional proceeds. Borrowings under the accounts receivable securitization facility had a weighted average interest rate of 5.3% and 5.2% as of January 31, 2019 and July 31, 2018, respectively. |
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Ferrellgas, L.P. [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | D. Accounts and notes receivable, net and accounts receivable securitization Accounts and notes receivable, net consist of the following:
At January 31, 2019, $201.7 million of trade accounts receivable were pledged as collateral against $140.0 million of collateralized notes payable due to a commercial paper conduit. At July 31, 2018, $120.1 million of trade accounts receivable were pledged as collateral against $58.0 million of collateralized notes payable due to the commercial paper conduit. These accounts receivable pledged as collateral are bankruptcy remote from Ferrellgas, L.P. Ferrellgas, L.P. does not provide any guarantee or similar support to the collectability of these accounts receivable pledged as collateral. As of January 31, 2019, Ferrellgas, L.P. had received cash proceeds of $140.0 million from trade accounts receivables securitized, with no remaining capacity to receive additional proceeds or issue letters of credit. As of July 31, 2018, Ferrellgas, L.P. had received cash proceeds of $58.0 million from trade accounts receivables securitized, with no remaining capacity to receive additional proceeds. Borrowings under the accounts receivable securitization facility had a weighted average interest rate of 5.3% and 5.2% as of January 31, 2019 and July 31, 2018, respectively. |
Debt |
6 Months Ended |
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Jan. 31, 2019 | |
Debt Instrument [Line Items] | |
Debt Disclosure [Text Block] | E. Debt Short-term borrowings Ferrellgas classifies borrowings on the revolving line of credit portion of its Senior Secured Credit Facility as short-term because they are used to fund working capital needs that management intends to pay down within the twelve month period following the balance sheet date. As of January 31, 2019, there were no amounts classified as short-term borrowings. As of July 31, 2018, $32.8 million was classified as short-term borrowings. For further discussion see the secured credit facility section below. Secured credit facilities As of January 31, 2019, the operating partnership had borrowings of $275.0 million under the Term Loan at a rate of 8.27%, which was classified as long-term debt, and no borrowings under the Revolving Facility. As of January 31, 2019, the operating partnership had available borrowing capacity under its Revolving Facility of $196.2 million. As of July 31, 2018, the operating partnership had borrowings of $275.0 million under the Term Loan at a rate of 7.86%, which was classified as long-term debt, and $32.8 million under the Revolving Facility at a rate of 9.75%, which was classified as short-term borrowings. As of July 31, 2018, the operating partnership had available borrowing capacity under its Revolving Facility of $159.3 million. Letters of credit outstanding at January 31, 2019 and July 31, 2018 totaled $103.8 million and $107.9 million, respectively, and were used to secure insurance arrangements, product purchases and commodity hedges. At January 31, 2019, Ferrellgas had available letter of credit remaining capacity of $21.2 million. At July 31, 2018, Ferrellgas had available letter of credit remaining capacity of $17.1 million. Debt and interest expense reduction and refinancing strategy Ferrellgas continues to execute on a strategy to further reduce its debt and interest expense. This strategy included entering into the new Senior Secured Credit Facility and amending its accounts receivable securitization facility in May 2018 and certain asset sales during fiscal 2018. Ferrellgas continues to evaluate its options to address its leverage. Financial covenants The indenture governing the outstanding notes of Ferrellgas Partners and the agreements governing the operating partnership’s indebtedness contain various covenants that limit Ferrellgas Partners’ ability and the ability of specified subsidiaries to, among other things, make restricted payments and incur additional indebtedness. The general partner believes that the most restrictive of these covenants are those related to the consolidated fixed charge coverage ratio, as defined in the indenture governing the outstanding notes of Ferrellgas Partners, and the consolidated fixed charge coverage ratio, as defined in the indentures governing the outstanding notes of the operating partnership. Consolidated fixed charge coverage ratio - Ferrellgas Partners, L.P., the master limited partnership Under the Ferrellgas Partners indenture, before a restricted payment (as defined in the indenture) can be made by Ferrellgas Partners, Ferrellgas Partners must satisfy a consolidated fixed charge coverage ratio requirement or have unused capacity under a limited exception to the ratio requirement. If Ferrellgas Partners is unable to make restricted payments, Ferrellgas Partners will not have the ability to make distributions to Ferrellgas Partners common unitholders. The restricted payments covenant requires that, for Ferrellgas Partners to make a restricted payment, the ratio of trailing four quarters EBITDA to interest expense (both as adjusted for certain, specified items) of Ferrellgas Partners be at least 1.75x on a pro forma basis giving effect to the restricted payment and, if applicable, certain other specified events, subject to its ability to make restricted payments under the limited exception described below. If this pro forma ratio is below 1.75x, Ferrellgas Partners may make restricted payments of up to $50.0 million in total over a sixteen quarter period. As of January 31, 2019, the ratio was 1.38x. As a result of distributions paid to common unitholders in September 2017, December 2017, March 2018, June 2018, and September 2018, while this ratio was less than 1.75x, Ferrellgas Partners has used substantially all of its capacity under the limited exception and therefore is currently restricted by this covenant from making future restricted payments, including distributions to common unitholders. Accordingly, no distributions were paid to common unitholders in December 2018 for the three months ended October 31, 2018 and no distributions will be paid for the three months ended January 31, 2019. Unless this indenture is amended or replaced, or our consolidated fixed charge coverage ratio improves to at least 1.75x this covenant will continue to restrict us from making common unit distributions. Consolidated fixed charge coverage ratio - Ferrellgas, L.P., the operating partnership Under the operating partnership indentures, before a restricted payment (as defined in the indentures) can be made by the operating partnership to Ferrellgas Partners, the operating partnership must satisfy a consolidated fixed charge coverage ratio requirement or have unused capacity under a limited exception to the ratio requirement. If the operating partnership is unable to make restricted payments, Ferrellgas Partners will not have the ability to make distributions to Ferrellgas Partners common unitholders or make interest payments on Ferrellgas Partners’ unsecured senior notes due 2020. The restricted payment covenants require that, for the operating partnership to make a restricted payment, the ratio of trailing four quarters EBITDA to interest expense (both as adjusted for certain, specified items) of the operating partnership be at least 1.75x on a pro forma basis giving effect to the restricted payment and, if applicable, certain other specified events, subject to its ability to make restricted payments under the limited exception described below. If this pro forma ratio is below 1.75x, the operating partnership may make restricted payments in limited amounts determined under the indentures. As of January 31, 2019, the ratio was 1.67x. As a result, it’s likely the distribution that will be made by the operating partnership on June 15, 2019 for payment of interest on Ferrellgas Partners’ unsecured senior notes due 2020 will be made from capacity under the limited exception to the ratio requirement. The operating partnership believes that its remaining capacity under the limited exception to the ratio requirement will allow it to make distributions to Ferrellgas Partners sufficient to cover interest payments on Ferrellgas Partners’ unsecured senior notes due 2020 through maturity of those notes. |
Ferrellgas, L.P. [Member] | |
Debt Instrument [Line Items] | |
Debt Disclosure [Text Block] | E. Debt Short-term borrowings Ferrellgas, L.P. classifies borrowings on the revolving line of credit portion of its Senior Secured Credit Facility as short-term because they are used to fund working capital needs that management intends to pay down within the twelve month period following the balance sheet date. As of January 31, 2019, there were no amounts classified as short-term borrowings. As of July 31, 2018, $32.8 million was classified as short-term borrowings. For further discussion see the secured credit facility section below. Secured credit facilities As of January 31, 2019, Ferrellgas, L.P. had borrowings of $275.0 million under the Term Loan at a rate of 8.27%, which was classified as long-term debt, and no borrowings under the Revolving Facility. As of January 31, 2019, Ferrellgas, L.P. had available borrowing capacity under its Revolving Facility of $196.2 million. As of July 31, 2018, Ferrellgas, L.P. had borrowings of $275.0 million under the Term Loan at a rate of 7.86%, which was classified as long-term debt, and $32.8 million under the Revolving Facility at a rate of 9.75%, which was classified as short-term borrowings. As of July 31, 2018, Ferrellgas, L.P. had available borrowing capacity under its Revolving Facility of $159.3 million. Letters of credit outstanding at January 31, 2019 and July 31, 2018 totaled $103.8 million and $107.9 million, respectively, and were used to secure insurance arrangements, product purchases and commodity hedges. At January 31, 2019, Ferrellgas, L.P. had available letter of credit remaining capacity of $21.2 million. At July 31, 2018, Ferrellgas, L.P. had available letter of credit remaining capacity of $17.1 million. Debt and interest expense reduction and refinancing strategy Ferrellgas, L.P. continues to execute on a strategy to further reduce its debt and interest expense. This strategy included entering into the new Senior Secured Credit Facility and amending its accounts receivable securitization facility in May 2018 and certain asset sales during fiscal 2018. Ferrellgas, L.P. continues to evaluate its options to address its leverage. Financial covenants The agreements governing Ferrellgas, L.P.’s indebtedness contain various covenants that limit Ferrellgas, L.P.’s ability and the ability of specified subsidiaries to, among other things, make restricted payments and incur additional indebtedness. The general partner believes that the most restrictive of these covenants are those related to the consolidated fixed charge coverage ratio, as defined in the indentures governing the outstanding notes of Ferrellgas, L.P. Under the indentures governing the outstanding notes of Ferrellgas, L.P., before a restricted payment (as defined in the indentures) can be made by Ferrellgas, L.P. to Ferrellgas Partners, Ferrellgas, L.P. must be satisfy a consolidated fixed charge coverage ratio requirement or have unused capacity under a limited exception to the ratio requirement. If Ferrellgas, L.P. is unable to make restricted payments, Ferrellgas Partners will not have the ability to make distributions to its common unitholders or make interest payments on its unsecured senior notes due 2020. The restricted payments covenants require that, for Ferrellgas, L.P. to make a restricted payment, the ratio of trailing four quarters EBITDA to interest expense (both as adjusted for certain, specified items) of Ferrellgas, L.P. be at least 1.75x on a pro forma basis giving effect to the restricted payment and, if applicable, certain other specified events, subject to its ability to make restricted payments under the limited exception described below. If this pro forma ratio is below 1.75x, Ferrellgas, L.P. may make restricted payments in limited amounts determined under the indentures. As of January 31, 2019, the ratio was 1.67x. As a result, it’s likely the distribution that will be made by Ferrellgas, L.P. on June 15, 2019 for payment of interest on Ferrellgas Partners’ unsecured senior notes due 2020 will be made from capacity under the limited exception to the ratio requirement. Ferrellgas, L.P. believes that its remaining capacity under the limited exception to the ratio requirement will allow it to make distributions to Ferrellgas Partners’ to cover interest payments on Ferrellgas Partners’ unsecured senior notes due 2020 through the maturity of those notes. |
Partners' deficit |
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Partners' deficit | F. Partners’ deficit As of January 31, 2019 and July 31, 2018, Ferrellgas Partners limited partner units, which are listed on the New York Stock Exchange under the symbol “FGP,” were beneficially owned by the following:
Partnership distributions Ferrellgas Partners has recognized the following distributions:
Ferrellgas Partners paid cash distributions as detailed in the table above. Ferrellgas Partners did not declare a cash distribution related to the three months ended October 31, 2018 or related to the three months ended January 31, 2019. As discussed in Note E – Debt, Ferrellgas Partners was not permitted, pursuant to the consolidated fixed charge coverage ratio under its note indenture, to make restricted payments, including distributions to unitholders. See additional discussions about transactions with related parties in Note J – Transactions with related parties. Accumulated other comprehensive income (loss) (“AOCI”) See Note I – Derivative instruments and hedging activities – for details regarding changes in the fair value of risk management financial derivatives recorded within AOCI for the three and six months ended January 31, 2019 and 2018. 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 concurrent with the issuance of other additional equity. During the six months ended January 31, 2019, the general partner made non-cash contributions of $0.1 million to Ferrellgas to maintain its effective 2% general partner interest. During the six months ended January 31, 2018, the general partner made non-cash contributions of $0.2 million to Ferrellgas to maintain its effective 2% general partner interest. |
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Partners' deficit | F. Partners’ deficit Partnership distributions Ferrellgas, L.P. has recognized the following distributions:
See additional discussions about transactions with related parties in Note J – Transactions with related parties. Accumulated other comprehensive income (loss) (“AOCI”) See Note I – Derivative instruments and hedging activities – for details regarding changes in the fair value of risk management financial derivatives recorded within AOCI for the three and six months ended January 31, 2019 and 2018. 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 concurrent with the issuance of other additional equity. During the six months ended January 31, 2019, the general partner made non-cash contributions of $0.1 million to Ferrellgas, L.P. to maintain its 1.0101% general partner interest. During the six months ended January 31, 2018, the general partner made non-cash contributions of $0.1 million to Ferrellgas, L.P. to maintain its 1.0101% general partner interest. |
Revenue from contracts with customers |
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Revenue from Contract with Customer [Text Block] | G. Revenue from contracts with customers Ferrellgas adopted ASU 2014‑09 beginning on August 1, 2018 using the modified retrospective method. Ferrellgas earns revenue from contracts with customers primarily through the distribution of propane, as well as through the sale of propane related equipment and supplies. Revenues from propane and other gas liquids sales are comprised of revenue earned from the delivery of propane to tanks on customers’ premises, delivery of propane filled cylinders to customers, or from the sale of portable propane tanks to nationwide and local retailers and end use customers. Other revenues primarily include sales of appliances and other materials as well as other fees charged to customers. Upon adoption, Ferrellgas applied ASU 2014‑09 only to contracts that were not completed. Contracts with customers Ferrellgas’ contracts with customers are principally for the bulk delivery of propane to tanks, delivery of propane filled cylinders or the delivery of portable propane tanks to retailers. Ferrellgas sells propane to a wide variety of customers, including residential, industrial/commercial, portable tank exchange, agricultural, wholesale and others. Ferrellgas’ performance obligations in these contracts are generally limited to the delivery of propane thus revenues from these contracts are earned at the time product is delivered or in the case of some of Ferrellgas’ portable tank exchange retailers who have consignment agreements, at the time the tanks are sold to the end use customer. Payment is generally due within 30 days. Revenues from sales of propane are included in Propane and other gas liquids sales on the consolidated statements of operations. Typically, Ferrellgas bills customers upon delivery and payment is generally due within 30 days. With its residential customers, Ferrellgas offers customers the ability to spread their annual heating costs over a longer period, typically twelve months. Customers who opt to spread their heating costs over a longer period are referred to as “even-pay” customers. Ferrellgas charges other amounts to customers associated with the delivery of propane including hazardous materials fees and fuel surcharge fees. In some regions, Ferrellgas also sells appliances and related parts and fittings as well as other retail propane related services. Ferrellgas charges on an annual basis tank and equipment rental charges for customers that are using our equipment to store propane. Other revenues associated with deliveries of propane are earned at the time product is delivered. Revenues associated with sales of appliances and other materials or services are earned at the time of delivery or installation. Revenues associated with tank and equipment rentals are generally recognized on a straight-line basis over one year. Accounting estimates related to recognition of revenue require that Ferrellgas make estimates and assumptions about various factors including credits issued for completed sales, future returns and total consideration payable in instances where we have customer incentives payable to the customer. 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.
Contract assets and liabilities Ferrellgas’ performance obligations are generally limited to the delivery of propane for our 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 our revenue is recognized at the time the goods, including propane, are delivered or installed. Ferrellgas offers “even pay” 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, thus Ferrellgas does not capitalize these costs. The following table presents the opening and closing balances of our receivables, contract assets, and contract liabilities:
Remaining performance obligations Ferrellgas’ remaining performance obligations are generally limited to situations where its customers have remitted payment but have not yet received deliveries of propane. This most commonly occurs in Ferrellgas’ even pay billing programs and Ferrellgas expects that these balances will be recognized within a year or less as the customer takes delivery of propane. |
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Revenue from Contract with Customer [Text Block] | G. Revenue from contracts with customers Ferrellgas, L.P. adopted ASU 2014‑09 beginning on August 1, 2018 using the modified retrospective method. Ferrellgas, L.P. earns revenue from contracts with customers primarily through the distribution of propane, as well as through the sale of propane related equipment and supplies. Revenues from propane and other gas liquids sales are comprised of revenue earned from the delivery of propane to tanks on customers’ premises, delivery of propane filled cylinders to customers, or from the sale of portable propane tanks to nationwide and local retailers and end use customers. Other revenues primarily include sales of appliances and other materials as well as other fees charged to customers. Upon adoption, Ferrellgas, L.P. applied ASU 2014‑09 only to contracts that were not completed. Contracts with customers Ferrellgas, L.P.’s contracts with customers are principally for the bulk delivery of propane to tanks, delivery of propane filled cylinders or the delivery of portable propane tanks to retailers. Ferrellgas, L.P. sells propane to a wide variety of customers, including residential, industrial/commercial, portable tank exchange, agricultural, wholesale and others. Ferrellgas, L.P.’s performance obligations in these contracts are generally limited to the delivery of propane thus revenues from these contracts are earned at the time product is delivered or in the case of some of Ferrellgas, L.P.’s portable tank exchange retailers who have consignment agreements, at the time the tanks are sold to the end use customer. Payment is generally due within 30 days. Revenues from sales of propane are included in Propane and other gas liquids sales on the consolidated statements of operations. Typically, Ferrellgas, L.P. bills customers upon delivery and payment is generally due within 30 days. With its residential customers, Ferrellgas, L.P offers customers the ability to spread their annual heating costs over a longer period, typically twelve months. Customers who opt to spread their heating costs over a longer period are referred to as “even-pay” customers. Ferrellgas, L.P. charges other amounts to customers associated with the delivery of propane including hazardous materials fees and fuel surcharge fees. In some regions, Ferrellgas, L.P. also sells appliances and related parts and fittings as well as other retail propane related services. Ferrellgas, L.P. charges on an annual basis tank and equipment rental charges for customers that are using our equipment to store propane. Other revenues associated with deliveries of propane are earned at the time product is delivered. Revenues associated with sales of appliances and other materials or services are earned at the time of delivery or installation. Revenues associated with tank and equipment rentals are generally recognized on a straight-line basis over one year. Accounting estimates related to recognition of revenue require that Ferrellgas, L.P. make estimates and assumptions about various factors including credits issued for completed sales, future returns and total consideration payable in instances where we have customer incentives payable to the customer. Disaggregation of revenue Ferrellgas, L.P. 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.
Contract assets and liabilities Ferrellgas, L.P.’s performance obligations are generally limited to the delivery of propane for our retail and wholesale contracts. Ferrellgas, L.P.’s 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, L.P. does not have material performance obligations that are delivered over time, thus all of our revenue is recognized at the time the goods, including propane, are delivered or installed. Ferrellgas, L.P. offers “even pay” billing programs that can create customer deposits or advances, depending on whether Ferrellgas, L.P. 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, L.P. 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, thus Ferrellgas, L.P. does not capitalize these costs. The following table presents the opening and closing balances of our receivables, contract assets, and contract liabilities:
Remaining performance obligations Ferrellgas, L.P.’s remaining performance obligations are generally limited to situations where its customers have remitted payment but have not yet received deliveries of propane. This most commonly occurs in Ferrellgas, L.P.’s even pay billing programs and Ferrellgas, L.P. expects that these balances will be recognized within a year or less as the customer takes delivery of propane. |
Fair Value Measurements |
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Fair Value Measurements | H. 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 January 31, 2019 and July 31, 2018:
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. Other financial instruments The carrying amounts of other financial instruments included in current assets and current liabilities (except for current maturities of long-term debt) approximate their fair values because of their short-term nature. The estimated fair value of various note receivable financial instruments classified in "Other assets, net" on the condensed consolidated balance sheets, are approximately $24.2 million, or $3.4 million less than their carrying amount as of January 31, 2019. The estimated fair values of these notes receivable were calculated using a discounted cash flow method which relied on significant unobservable inputs. At January 31, 2019 and July 31, 2018, the estimated fair value of Ferrellgas’ long-term debt instruments was $1,825.1 million and $1,935.1 million, respectively. Ferrellgas estimates the fair value of long-term debt based on quoted market prices. The fair value of our 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. |
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Fair Value Measurements | H. Fair value measurements Derivative financial instruments The following table presents Ferrellgas, L.P.’s 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 January 31, 2019 and July 31, 2018:
Methodology The fair values of Ferrellgas, L.P.’s 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. Other financial instruments The carrying amounts of other financial instruments included in current assets and current liabilities (except for current maturities of long-term debt) approximate their fair values because of their short-term nature. The estimated fair value of various note receivable financial instruments classified in "Other assets, net" on the condensed consolidated balance sheets, are approximately $24.2 million, or $3.4 million less than their carrying amount as of January 31, 2019. The estimated fair values of these notes receivable were calculated using a discounted cash flow method which relied on significant unobservable inputs. At January 31, 2019 and July 31, 2018, the estimated fair value of Ferrellgas, L.P.’s long-term debt instruments was $1,560.0 million and $1,591.5 million, respectively. Ferrellgas, L.P. estimates the fair value of long-term debt based on quoted market prices. The fair value of our consolidated debt obligations is a Level 2 valuation based on the observable inputs used for similar liabilities. Ferrellgas, L.P. 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 Hedging Activities |
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Derivative [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative Instruments and Hedging Activities | I. 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. Prior to the sale of Bridger Energy, LLC in January 2018, all other commodity derivative instruments were neither qualified nor were designated as cash flow hedges, therefore, changes in their fair value were recorded currently in earnings. Ferrellgas also periodically utilizes derivative instruments to manage its exposure to fluctuations in interest rates. Derivative instruments and hedging activity During the six months ended January 31, 2019 and 2018, 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 in Ferrellgas’ condensed consolidated balance sheets as of January 31, 2019 and July 31, 2018:
Ferrellgas’ exchange traded commodity derivative contracts require 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 January 31, 2019 and July 31, 2018, respectively:
The following table provides a summary of the effect on Ferrellgas’ condensed consolidated statements of operations for the three and six months ended January 31, 2019 and 2018 due to derivatives that were designated as fair value hedging instruments:
The following tables provide a summary of the effect on Ferrellgas’ condensed consolidated statements of comprehensive income (loss) for the three and six months ended January 31, 2019 and 2018 due to derivatives designated as cash flow hedging instruments:
The following table provides a summary of the effect on Ferrellgas’ condensed consolidated statements of operations for the three and six months ended January 31, 2019 and 2018 due to the change in fair value of derivatives not designated as hedging instruments:
The changes in derivatives included in AOCI for the six months ended January 31, 2019 and 2018 were as follows:
Ferrellgas expects to reclassify net losses related to the risk management commodity derivatives of approximately $8.5 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 sales exception. During the six months ended January 31, 2019 and 2018, 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 January 31, 2019, Ferrellgas had financial derivative contracts covering 3.9 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 January 31, 2019, the maximum amount of loss due to credit risk that Ferrellgas would incur is $0.5 million, which is based upon the gross fair values of the derivative financial instruments. 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 January 31, 2019. |
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Ferrellgas, L.P. [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative Instruments and Hedging Activities | I. Derivative instruments and hedging activities Ferrellgas, L.P. 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, L.P. utilizes derivative instruments to manage its exposure to fluctuations in commodity prices. Of these, the propane commodity derivative instruments are designated as cash flow hedges. Prior to the sale of Bridger Energy, LLC in January 2018, all other commodity derivative instruments were neither qualified nor were designated as cash flow hedges, therefore, changes in their fair value were recorded currently in earnings. Ferrellgas, L.P. also periodically utilizes derivative instruments to manage its exposure to fluctuations in interest rates. Derivative instruments and hedging activity During the six months ended January 31, 2019 and 2018, Ferrellgas, L.P. 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 in Ferrellgas, L.P.’s condensed consolidated balance sheets as of January 31, 2019 and July 31, 2018:
Ferrellgas, L.P.’s exchange traded commodity derivative contracts require 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, L.P. for contracts that are in a positive mark-to-market position. The following tables provide a summary of cash margin balances as of January 31, 2019 and July 31, 2018, respectively:
The following table provides a summary of the effect on Ferrellgas, L.P.’s condensed consolidated statements of operations for the three and six months ended January 31, 2019 and 2018 due to derivatives that were designated as fair value hedging instruments:
The following tables provide a summary of the effect on Ferrellgas, L.P.’s condensed consolidated statements of comprehensive income (loss) for the three and six months ended January 31, 2019 and 2018 due to derivatives designated as cash flow hedging instruments:
The following table provides a summary of the effect on Ferrellgas, L.P.’s condensed consolidated statements of operations for the three and six months ended January 31, 2019 and 2018 due to the change in fair value of derivatives not designated as hedging instruments:
The changes in derivatives included in AOCI for the six months ended January 31, 2019 and 2018 were as follows:
Ferrellgas, L.P. expects to reclassify net losses related to the risk management commodity derivatives of approximately $8.5 million to earnings during the next 12 months. These net losses are expected to be offset by increased margins on propane sales commitments Ferrellgas, L.P. has with its customers that qualify for the normal purchase normal sales exception. During the six months ended January 31, 2019 and 2018, Ferrellgas, L.P. 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 January 31, 2019, Ferrellgas, L.P. had financial derivative contracts covering 3.9 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, L.P. is exposed to credit loss in the event of nonperformance by counterparties to derivative financial and commodity instruments. Ferrellgas, L.P.’s counterparties principally consist of major energy companies and major U.S. financial institutions. Ferrellgas, L.P. 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, L.P. in the forms of letters of credit, parent guarantees or cash. Ferrellgas, L.P. 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 January 31, 2019, the maximum amount of loss due to credit risk that Ferrellgas, L.P. would incur is $0.5 million, which is based upon the gross fair values of the derivative financial instruments. From time to time Ferrellgas, L.P. enters into derivative contracts that have credit-risk-related contingent features which dictate credit limits based upon Ferrellgas, L.P.’s debt rating. There were no open derivative contracts with credit-risk-related contingent features as of January 31, 2019. |
Transactions With Related Parties |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jan. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions Disclosure [Text Block] | J. 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 the 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:
See additional discussions about transactions with the general partner and related parties in Note F – Partners’ deficit. |
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Ferrellgas, L.P. [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions Disclosure [Text Block] | J. Transactions with related parties Ferrellgas, L.P. has no employees and is managed and controlled by its general partner. Pursuant to Ferrellgas, L.P.’s partnership agreement, the general partner is entitled to reimbursement for all direct and indirect expenses incurred or payments it makes on behalf of Ferrellgas, L.P. and all other necessary or appropriate expenses allocable to Ferrellgas, L.P. or otherwise reasonably incurred by the general partner in connection with operating Ferrellgas, L.P.’s business. These costs primarily include compensation and benefits paid to employees of the general partner who perform services on Ferrellgas, L.P.’s behalf and are reported in the condensed consolidated statements of operations as follows:
See additional discussions about transactions with the general partner and related parties in Note F – Partners’ deficit. |
Contingencies And Commitments |
6 Months Ended |
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Jan. 31, 2019 | |
Loss Contingencies [Line Items] | |
Contingencies And Commitments | K. 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, Ferrellgas can be threatened with or named as a defendant in various lawsuits arising in the ordinary course of business. Other than as discussed below, Ferrellgas is 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 the consolidated financial condition, results of operations and cash flows of Ferrellgas. Ferrellgas has been named as a defendant, along with a competitor, in putative class action lawsuits filed in multiple jurisdictions. The lawsuits, which were consolidated in the Western District of Missouri on October 16, 2014, allege that Ferrellgas and a competitor coordinated in 2008 to reduce the fill level in barbeque cylinders and combined to persuade a common customer to accept that fill reduction, resulting in increased cylinder costs to direct customers and end-user customers in violation of federal and certain state antitrust laws. The lawsuits seek treble damages, attorneys’ fees, injunctive relief and costs on behalf of the putative class. These lawsuits have been consolidated into one case by a multidistrict litigation panel. The Federal Court for the Western District of Missouri initially dismissed all claims brought by direct and indirect customers other than state law claims of indirect customers under Wisconsin, Maine and Vermont law. The direct customer plaintiffs filed an appeal, which resulted in a reversal of the district court’s dismissal. We filed a petition for a writ of certiorari which was denied. An appeal by the indirect customer plaintiffs resulted in the court of appeals affirming the dismissal of the federal claims and remanding the case to the district court to decide whether to exercise supplemental jurisdiction over the remaining state law claims. Ferrellgas believes it has strong defenses to the claims and intends to vigorously defend against the consolidated case. Ferrellgas does not believe loss is probable or reasonably estimable at this time related to the putative class action lawsuit. Ferrellgas has been named, along with several former officers, in several class action lawsuits alleging violations of certain securities laws based on alleged materially false and misleading statements in certain of our public disclosures. The lawsuits, the first of which was filed on October 6, 2016 in the Southern District of New York, seek unspecified compensatory damages. Derivative lawsuits with similar allegations have been filed naming Ferrellgas and several current and former officers and directors as defendants. On April 2, 2018, the securities class action lawsuits were dismissed with prejudice. On April 30, 2018, the plaintiffs filed a notice of appeal to the United States Court of Appeals for the Second Circuit. The parties have completed briefing and are preparing for oral argument. At this time the derivative lawsuits remain stayed by agreement. Ferrellgas believes that it has defenses and will vigorously defend these cases. Ferrellgas does not believe loss is probable or reasonably estimable at this time related to the putative class action lawsuits or the derivative actions. Ferrellgas and Bridger Logistics, LLC, have been named, along with two former officers, in a lawsuit filed by Eddystone Rail Company ("Eddystone") on February 2, 2017 in the Eastern District of Pennsylvania (the "EDPA Lawsuit"). Eddystone indicated that it has prevailed or settled an arbitration against Jamex Transfer Services (“JTS”), then named Bridger Transfer Services, a former subsidiary of Bridger Logistics, LLC (“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 under the arbitration. Eddystone also alleges that JTS was an “alter ego” of Bridger and Ferrellgas. Ferrellgas believes that Ferrellgas and Bridger have valid defenses to these claims and to Eddystone’s primary claim against JTS on the contract claim. The lawsuit does not specify a specific amount of damages that Eddystone is seeking; however, Ferrellgas believes that the amount of such damage claims, if ultimately owed to Eddystone, could be material to Ferrellgas. Ferrellgas intends to vigorously defend this claim. The lawsuit is in its early stages; as such, management does not currently believe a loss is probable or reasonably estimable at this time. On August 24, 2017, Ferrellgas filed a third-party complaint against JTS, Jamex Transfer Holdings, and other related persons and entities (the "Third-Party Defendants"), asserting claims for breach of contract, indemnification of any losses in the EDPA Lawsuit, tortious interference with contract, and contribution. On June 25, 2018, Ferrellgas entered into an agreement with the Third-Party Defendants which, among other things, resulted in a dismissal of the claims against the Third-Party Defendants from the lawsuit. On January 25, 2019, Ferrellgas, Bridger Logistics, LLC and all other defendants filed a Motion to Dismiss Plaintiff’s First Amended Complaint for Lack of Subject Matter Jurisdiction. |
Ferrellgas Partners Finance Corp. [Member] | |
Loss Contingencies [Line Items] | |
Contingencies And Commitments | B. Contingencies and commitments The Finance Corp. serves as co-issuer and co-obligor for debt securities of the Partnership. The indenture governing the senior unsecured notes contains various restrictive covenants applicable to the Partnership and its subsidiaries, the most restrictive relating to additional indebtedness and restricted payments. As of January 31, 2019, the Partnership is in compliance with all requirements, tests, limitations and covenants related to this debt agreement, except for the consolidated fixed charge coverage ratio. The indenture governing the outstanding notes of the Partnership includes a consolidated fixed charge coverage ratio test for the incurrence of debt and the making of restricted payments. The restricted payments covenant requires that, for the Partnership to make a restricted payment, the ratio of trailing four quarters EBITDA to interest expense (both as adjusted for certain, specified items) of the Partnership be at least 1.75x on a pro forma basis giving effect to the restricted payment and, if applicable, certain other specified events, subject to its ability to make restricted payments under the limited exception described below. If this pro forma ratio is below 1.75x, the Partnership may make restricted payments of up to $50.0 million in total over a 16 quarter period. As of January 31, 2019, the ratio was 1.67x. As a result of distributions paid to common unitholders in September 2017, December 2017, March 2018, June 2018, and September 2018 while this ratio was less than 1.75x, the Partnership has used substantially all of its capacity under the limited exception and therefore is currently restricted by this covenant from making future restricted payments, including distributions to common unitholders. Accordingly, no distributions will be paid to common unitholders in December 2018 for the three and six months ended January 31, 2019. Unless this indenture is amended or replaced, or the Partnership’s consolidated fixed charge coverage ratio improves to at least 1.75x, this covenant will continue to restrict the Partnership from making common unit distributions. |
Ferrellgas, L.P. [Member] | |
Loss Contingencies [Line Items] | |
Contingencies And Commitments | K. Contingencies and commitments Litigation Ferrellgas, L.P.’s 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, Ferrellgas, L.P. can be threatened with or named as a defendant in various lawsuits arising in the ordinary course of business. Other than as discussed below, Ferrellgas, L.P. is 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 the consolidated financial condition, results of operations and cash flows of Ferrellgas, L.P. Ferrellgas, L.P. has been named as a defendant, along with a competitor, in putative class action lawsuits filed in multiple jurisdictions. The lawsuits, which were consolidated in the Western District of Missouri on October 16, 2014, allege that Ferrellgas, L.P. and a competitor coordinated in 2008 to reduce the fill level in barbeque cylinders and combined to persuade a common customer to accept that fill reduction, resulting in increased cylinder costs to direct customers and end-user customers in violation of federal and certain state antitrust laws. The lawsuits seek treble damages, attorneys’ fees, injunctive relief and costs on behalf of the putative class. These lawsuits have been consolidated into one case by a multidistrict litigation panel. The Federal Court for the Western District of Missouri initially dismissed all claims brought by direct and indirect customers other than state law claims of indirect customers under Wisconsin, Maine and Vermont law. The direct customer plaintiffs filed an appeal, which resulted in a reversal of the district court’s dismissal. We filed a petition for a writ of certiorari which was denied. An appeal by the indirect customer plaintiffs resulted in the court of appeals affirming the dismissal of the federal claims and remanding the case to the district court to decide whether to exercise supplemental jurisdiction over the remaining state law claims. Ferrellgas, L.P. believes it has strong defenses to the claims and intends to vigorously defend against the consolidated case. Ferrellgas, L.P. does not believe loss is probable or reasonably estimable at this time related to the putative class action lawsuit. Ferrellgas, L.P. has been named, along with several former officers, in several class action lawsuits alleging violations of certain securities laws based on alleged materially false and misleading statements in certain of our public disclosures. The lawsuits, the first of which was filed on October 6, 2016 in the Southern District of New York, seek unspecified compensatory damages. Derivative lawsuits with similar allegations have been filed naming Ferrellgas, L.P. and several current and former officers and directors as defendants. On April 2, 2018, the securities class action lawsuits were dismissed with prejudice. On April 30, 2018, the plaintiffs filed a notice of appeal to the United States Court of Appeals for the Second Circuit. The parties have completed briefing and are preparing for oral argument. At this time the derivative lawsuits remain stayed by agreement. Ferrellgas, L.P. believes that it has defenses and will vigorously defend these cases. Ferrellgas, L.P. does not believe loss is probable or reasonably estimable at this time related to the putative class action lawsuits or the derivative actions. Ferrellgas, L.P. and Bridger Logistics, LLC, have been named, along with two former officers, in a lawsuit filed by Eddystone Rail Company ("Eddystone") on February 2, 2017 in the Eastern District of Pennsylvania (the "EDPA Lawsuit"). Eddystone indicated that it has prevailed or settled an arbitration against Jamex Transfer Services (“JTS”), then named Bridger Transfer Services, a former subsidiary of Bridger Logistics, LLC (“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, L.P. 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 under the arbitration. Eddystone also alleges that JTS was an “alter ego” of Bridger and Ferrellgas, L.P. Ferrellgas, L.P. believes that Ferrellgas, L.P. and Bridger have valid defenses to these claims and to Eddystone’s primary claim against JTS on the contract claim. The lawsuit does not specify a specific amount of damages that Eddystone is seeking; however, Ferrellgas, L.P. believes that the amount of such damage claims, if ultimately owed to Eddystone, could be material to Ferrellgas, L.P. Ferrellgas, L.P. intends to vigorously defend this claim. The lawsuit is in its early stages; as such, management does not currently believe a loss is probable or reasonably estimable at this time. On August 24, 2017, Ferrellgas, L.P. filed a third-party complaint against JTS, Jamex Transfer Holdings, and other related persons and entities (the "Third-Party Defendants"), asserting claims for breach of contract, indemnification of any losses in the EDPA Lawsuit, tortious interference with contract, and contribution. On June 25, 2018, Ferrellgas, L.P. entered into an agreement with the Third-Party Defendants which, among other things, resulted in a dismissal of the claims against the Third-Party Defendants from the lawsuit. On January 25, 2019, Ferrellgas, L.P., Bridger Logistics, LLC and all other defendants filed a Motion to Dismiss Plaintiff’s First Amended Complaint for Lack of Subject Matter Jurisdiction. |
Ferrellgas Finance Corp. [Member] | |
Loss Contingencies [Line Items] | |
Contingencies And Commitments | B. Contingencies and commitments The Finance Corp. serves as co-issuer and co-obligor for debt securities of the Partnership. The indentures governing the senior notes agreements contains various restrictive covenants applicable to the Partnership and its subsidiaries, the most restrictive relating to additional indebtedness and restricted payments. The restricted payments covenants require that, for the Partnership to make a restricted payment, the ratio of trailing four quarters EBITDA to interest expense (both as adjusted for certain, specified items) of the Partnership be at least 1.75x on a pro forma basis giving effect to the restricted payment and, if applicable, certain other specified events, subject to its ability to make restricted payments under the limited exception described below. If this pro forma ratio is below 1.75x, the Partnership may make restricted payments in limited amounts determined under the indentures. As of January 31, 2019, the ratio was 1.67x. As a result, it’s likely the distribution that will be made by the Partnership on June 15, 2019 for payment of interest on Ferrellgas Partners’ unsecured senior notes due 2020 will be made from capacity under the limited exception to the ratio requirement. the Partnership believes that its remaining capacity under the limited exception to the ratio requirement will allow it to make distributions to Ferrellgas Partners’ to cover interest payments on Ferrellgas Partners’ unsecured senior notes due 2020 through the maturity of those notes. |
Net Earnings (Loss) Per Common Unitholders' Interest |
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Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net Earnings (Loss) Per Common Unitholders' Interest | L. Net earnings (loss) per common unit Below is a calculation of the basic and diluted net earnings (loss) per common unit in the condensed consolidated statements of operations for the periods indicated. Ferrellgas calculates net earnings (loss) per common unit for each period presented according to distributions declared and participation rights in undistributed earnings, as if all of the earnings or loss for the period had been distributed according to the incentive distribution rights in the Ferrellgas partnership agreement. Due to the seasonality of the propane business, the dilutive effect of the two-class method typically impacts only the three months ending January 31. In periods with undistributed earnings above certain levels, the calculation according to the two-class method results in an increased allocation of undistributed earnings to the general partner and a dilution of the earnings to the limited partners as follows:
There was no dilutive effect resulting from this method based on basic and diluted net earnings (loss) per common unit for the three and six months ended January 31, 2019 or 2018. In periods with net losses, the allocation of the net losses to the limited partners and the general partner will be determined based on the same allocation basis specified in Ferrellgas Partners’ partnership agreement that would apply to periods in which there were no undistributed earnings. Additionally, there are no dilutive securities in periods with net losses.
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Segment Reporting Segment Reporting |
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Segment Reporting Information [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Reporting Disclosure | M. Segment reporting As of January 31, 2019, Ferrellgas has one reportable operating segment: propane operations and related equipment sales. All remaining activities are included in Corporate and other. Following is a summary of segment information for the three and six months ended January 31, 2019 and 2018:
Following is a reconciliation of Ferrellgas’ total segment performance measure to condensed consolidated net loss:
Following are total assets by segment:
Following are capital expenditures by segment:
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Segment Reporting Information [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Reporting Disclosure | L. Segment reporting As of January 31, 2019, Ferrellgas, L.P. has one reportable operating segment: propane operations and related equipment sales. All remaining activities are included in Corporate and other. Following is a summary of segment information for the three and six months ended January 31, 2019 and 2018
Following is a reconciliation of Ferrellgas, L.P.’s total segment performance measure to condensed consolidated net loss:
Following are total assets by segment:
Following are capital expenditures by segment:
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Guarantor financial information |
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Ferrellgas, L.P. [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Guarantor financial information | M. Guarantor financial information The $500.0 million aggregate principal amount of 6.75% senior notes due 2023 co-issued by Ferrellgas, L.P. and Ferrellgas Finance Corp. are fully and unconditionally and jointly and severally guaranteed by all of Ferrellgas, L.P.’s 100% owned subsidiaries except: (i) Ferrellgas Finance Corp; (ii) certain special purposes subsidiaries formed for use in connection with our accounts receivable securitization; and (iii) foreign subsidiaries. Guarantees of these senior notes will be released under certain circumstances, including (i) in connection with any sale or other disposition of (a) all or substantially all of the assets of a guarantor or (b) all of the capital stock of such guarantor (including by way of merger or consolidation), in each case, to a person that is not Ferrellgas, L.P. or a restricted subsidiary of Ferrellgas, L.P., (ii) if Ferrellgas, L.P. designates any restricted subsidiary that is a guarantor as an unrestricted subsidiary, (iii) upon defeasance or discharge of the notes, (iv) upon the liquidation or dissolution of such guarantor, or (v) at such time as such guarantor ceases to guarantee any other indebtedness of either of the issuers and any other guarantor. The guarantor financial information discloses in separate columns the financial position, results of operations and the cash flows of Ferrellgas, L.P. (Parent), Ferrellgas Finance Corp. (co-issuer), Ferrellgas, L.P.’s guarantor subsidiaries on a combined basis, and Ferrellgas, L.P.’s non-guarantor subsidiaries on a combined basis. The dates and the periods presented in the guarantor financial information are consistent with the periods presented in Ferrellgas, L.P.’s condensed consolidated financial statements.
FERRELLGAS, L.P. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS (in thousands)
FERRELLGAS, L.P. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS (in thousands)
FERRELLGAS, L.P. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (in thousands)
FERRELLGAS, L.P. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (in thousands)
FERRELLGAS, L.P. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (in thousands)
FERRELLGAS, L.P. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (in thousands)
FERRELLGAS, L.P. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in thousands)
FERRELLGAS, L.P. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in thousands)
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Subsequent Events |
6 Months Ended |
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Jan. 31, 2019 | |
Subsequent Event [Line Items] | |
Subsequent Events | N. Subsequent events Ferrellgas 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 require recognition or disclosure in its condensed consolidated financial statements. |
Ferrellgas, L.P. [Member] | |
Subsequent Event [Line Items] | |
Subsequent Events | N. Subsequent events Ferrellgas, L.P. evaluated events and transactions occurring after the balance sheet date through the date Ferrellgas, L.P.’s condensed consolidated financial statements were issued and concluded that there were no events or transactions occurring during this period that require recognition or disclosure in its condensed consolidated financial statements. |
Summary Of Significant Accounting Policies (Policy) |
6 Months Ended |
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Jan. 31, 2019 | |
Significant Accounting Policies | |
Accounting estimates | 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 consolidated financial statements include accruals that have been established for contingent liabilities, pending claims and legal actions arising in the normal course of business, useful lives of property, plant and equipment assets, residual values of tanks, capitalization of customer tank installation costs, amortization methods of intangible assets, valuation methods used to value sales returns and allowances, allowance for doubtful accounts, fair value of reporting units, recoverability of long-lived assets, assumptions used to value business combinations, fair values of derivative contracts and stock-based compensation calculations. |
New accounting standards | New accounting standards: FASB Accounting Standard Update No. 2014‑09 In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update ("ASU") 2014‑09, Revenue from Contracts with Customers (“ASU 2014‑09”). The issuance is part of a joint effort by the FASB and the International Accounting Standards Board ("IASB") to enhance financial reporting by creating common revenue recognition guidance for U.S. GAAP and International Financial Reporting Standards ("IFRS") and, thereby, improving the consistency of requirements, comparability of practices and usefulness of disclosures. Upon adoption, Ferrellgas applied ASU 2014‑09 only to contracts that were not completed, referred to as open contracts. Ferrellgas adopted ASU 2014‑09 beginning on August 1, 2018 using the modified retrospective method. This method requires that the cumulative effect of initially applying ASU 2014‑09 be recognized in partner’s deficit at the date of adoption, August 1, 2018. ASU 2014‑09 has not materially impacted Ferrellgas’ consolidated financial statements, and as a result there was no cumulative effect to record as of the date of adoption. Results for reporting periods beginning after August 1, 2018 are presented under ASU 2014‑09, while amounts reported for prior periods have not been adjusted and continue to be reported under accounting standards in effect for those periods. See Note G - Revenue from contracts with customers for additional information related to revenues and contract costs, including qualitative and quantitative disclosures required under ASU 2014‑09. FASB Accounting Standard Update No. 2016‑02 In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The new standard requires lessees to apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. An entity may elect the transition relief option in ASU 2018-11, “Leases: Targeted Improvements” which, among other things, provides entities with an option to recognize the cumulative-effect adjustment from the modified retrospective application to the opening balance of retained earnings in the period of adoption and consequently, continue to report comparative periods in compliance with the prior guidance (ASC 840). Ferrellgas expects to elect this additional transition method.
Ferrellgas is continuing to evaluate the impact of its pending adoption of ASU 2016-02 on the consolidated financial statements. Ferrellgas has made significant progress in assessing the impact of the standard and planning for the adoption and implementation. The implementation team has completed initial scoping and is substantially complete in the data gathering process of our current lease portfolio. Ferrellgas is currently performing a completeness assessment over the lease population, analyzing the financial statement impact of adopting the standards, and evaluating the impact of adoption on our existing accounting policies and disclosures. Ferrellgas believes that the adoption of this standard, which will be effective for Ferrellgas August 1, 2019, will result in material increases to right of use assets and lease liabilities on our consolidated balance sheet.
FASB Accounting Standard Update No. 2016‑13 In June 2016, the FASB issued ASU 2016‑13, Financial Instruments - Credit Losses (Topic 326) which requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. This standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. Ferrellgas is currently evaluating the impact of its pending adoption of this standard on the consolidated financial statements. FASB Accounting Standard Update No. 2017‑12 In August 2017, the FASB issued ASU 2017‑12, Financial Instruments - Derivatives and Hedging (Topic 815) - Targeted Improvements to Accounting for Hedging Activities which is intended to improve the financial reporting for hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements. This standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Ferrellgas is currently evaluating the impact of its pending adoption of this standard on the consolidated financial statements. FASB Accounting Standard Update No. 2018‑15 In August 2018, the FASB issued ASU 2018‑15, Intangibles - Goodwill and Other - Internal-use Software (Subtopic 350‑40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract which is intended to clarify the accounting for implementation costs related to a cloud computing arrangement that is a service contract. This standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Ferrellgas is currently evaluating the impact of its pending adoption of this standard on the consolidated financial statements. |
Ferrellgas, L.P. [Member] | |
Significant Accounting Policies | |
Accounting estimates | 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 consolidated financial statements include accruals that have been established for contingent liabilities, pending claims and legal actions arising in the normal course of business, useful lives of property, plant and equipment assets, residual values of tanks, capitalization of customer tank installation costs, amortization methods of intangible assets, valuation methods used to value sales returns and allowances, allowance for doubtful accounts, fair value of reporting units, recoverability of long-lived assets, assumptions used to value business combinations, fair values of derivative contracts and stock-based compensation calculations. |
New accounting standards | New accounting standards: FASB Accounting Standard Update No. 2014‑09 In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update ("ASU") 2014‑09, Revenue from Contracts with Customers (“ASU 2014‑09”). The issuance is part of a joint effort by the FASB and the International Accounting Standards Board ("IASB") to enhance financial reporting by creating common revenue recognition guidance for U.S. GAAP and International Financial Reporting Standards ("IFRS") and, thereby, improving the consistency of requirements, comparability of practices and usefulness of disclosures. Upon adoption, Ferrellgas, L.P. applied ASU 2014‑09 only to contracts that were not completed, referred to as open contracts. Ferrellgas, L.P. adopted ASU 2014‑09 beginning on August 1, 2018 using the modified retrospective method. This method requires that the cumulative effect of initially applying ASU 2014‑09 be recognized in partner’s deficit at the date of adoption, August 1, 2018. ASU 2014‑09 has not materially impacted Ferrellgas, L.P.’s consolidated financial statements, and as a result there was no cumulative effect to record as of the date of adoption. Results for reporting periods beginning after August 1, 2018 are presented under ASU 2014‑09, while amounts reported for prior periods have not been adjusted and continue to be reported under accounting standards in effect for those periods. See Note G - Revenue from contracts with customers for additional information related to revenues and contract costs, including qualitative and quantitative disclosures required under ASU 2014‑09. FASB Accounting Standard Update No. 2016‑02 In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The new standard requires lessees to apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. An entity may elect the transition relief option in ASU 2018-11, “Leases: Targeted Improvements” which, among other things, provides entities with an option to recognize the cumulative-effect adjustment from the modified retrospective application to the opening balance of retained earnings in the period of adoption and consequently, continue to report comparative periods in compliance with the prior guidance (ASC 840). Ferrellgas, L.P. expects to elect this additional transition method.
Ferrellgas, L.P. is continuing to evaluate the impact of its pending adoption of ASU 2016-02 on the consolidated financial statements. Ferrellgas, L.P. has made significant progress in assessing the impact of the standard and planning for the adoption and implementation. The implementation team has completed initial scoping and is substantially complete in the data gathering process of our current lease portfolio. Ferrellgas, L.P. is currently performing a completeness assessment over the lease population, analyzing the financial statement impact of adopting the standards, and evaluating the impact of adoption on our existing accounting policies and disclosures. Ferrellgas, L.P. believes that the adoption of this standard, which will be effective for Ferrellgas, L.P. August 1, 2019, will result in material increases to right of use assets and lease liabilities on our consolidated balance sheet.
FASB Accounting Standard Update No. 2016‑13 In June 2016, the FASB issued ASU 2016‑13, Financial Instruments - Credit Losses (Topic 326) which requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. This standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. Ferrellgas, L.P. is currently evaluating the impact of its pending adoption of this standard on the consolidated financial statements. FASB Accounting Standard Update No. 2017‑12 In August 2017, the FASB issued ASU 2017‑12, Financial Instruments - Derivatives and Hedging (Topic 815) - Targeted Improvements to Accounting for Hedging Activities which is intended to improve the financial reporting for hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements. This standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Ferrellgas, L.P. is currently evaluating the impact of its pending adoption of this standard on the consolidated financial statements. FASB Accounting Standard Update No. 2018‑15 In August 2018, the FASB issued ASU 2018‑15, Intangibles - Goodwill and Other - Internal-use Software (Subtopic 350‑40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract which is intended to clarify the accounting for implementation costs related to a cloud computing arrangement that is a service contract. This standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Ferrellgas, L.P. is currently evaluating the impact of its pending adoption of this standard on the consolidated financial statements. |
Supplemental Financial Statement Information (Tables) |
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Supplemental Financial Statement Information [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule Of Inventories |
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Supplemental Financial Statement Information [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule Of Inventories |
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Cash Flow Supplemental Disclosures |
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Accounts And Notes Receivable, Net And Accounts Receivable Securitization (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jan. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounts And Notes Receivable |
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Accounts And Notes Receivable |
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Partners' deficit (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jan. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Limited Partner Units |
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Ferrellgas Recognized Cash Distributions |
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Ferrellgas, L.P. [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ferrellgas Recognized Cash Distributions |
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Revenue from contracts with customers (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jan. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disaggregation of Revenue [Table Text Block] |
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Contract with Customer, Asset and Liability [Table Text Block] |
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Ferrellgas, L.P. [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disaggregation of Revenue [Table Text Block] |
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Contract with Customer, Asset and Liability [Table Text Block] |
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Fair Value Measurement (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jan. 31, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Assets and Liabilities Fair Value Hierarchy |
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Ferrellgas, L.P. [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Assets and Liabilities Fair Value Hierarchy |
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Derivative Instruments and Hedging Activities (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jan. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value of Financial Derivatives Balance Sheet Locations |
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Offsetting Assets And Liabilities [Table Text Block] |
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Fair Value Hedge Derivative Effect on Earnings |
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Cash Flow Hedge Derivative Effect on Comprehensive Income |
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Derivatives not designated as hedging instruments effect on earnings |
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Changes in Derivative Value Effect on Other Comprehensive Income Loss |
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Ferrellgas, L.P. [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value of Financial Derivatives Balance Sheet Locations |
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Offsetting Assets And Liabilities [Table Text Block] |
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Fair Value Hedge Derivative Effect on Earnings |
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Cash Flow Hedge Derivative Effect on Comprehensive Income |
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Derivatives not designated as hedging instruments effect on earnings |
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Changes in Derivative Value Effect on Other Comprehensive Income Loss |
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Transactions With Related Parties (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jan. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allocation Of Transactions With Related Parties |
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Ferrellgas, L.P. [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allocation Of Transactions With Related Parties |
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Net Earnings (Loss) Per Common Unitholders' Interest (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jan. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Distribution Allocation |
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Basic And Diluted Net Earnings Per Common Unitholders' Interest |
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Segment Reporting (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jan. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Segment Reporting Information, by Segment |
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Reconciliation of Other Significant Reconciling Items from Segments to Consolidated |
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Reconciliation of Assets from Segment to Consolidated |
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Schedule Of Capital Expenditures By Segment [Table Text Block] |
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Ferrellgas, L.P. [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Segment Reporting Information, by Segment |
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Reconciliation of Other Significant Reconciling Items from Segments to Consolidated |
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Reconciliation of Assets from Segment to Consolidated |
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Schedule Of Capital Expenditures By Segment [Table Text Block] |
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Guarantor financial information (Tables) - Ferrellgas, L.P. [Member] |
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Condensed Balance Sheet [Table Text Block] | FERRELLGAS, L.P. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS (in thousands)
FERRELLGAS, L.P. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS (in thousands)
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Condensed Income Statement [Table Text Block] | FERRELLGAS, L.P. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (in thousands)
FERRELLGAS, L.P. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (in thousands)
FERRELLGAS, L.P. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (in thousands)
FERRELLGAS, L.P. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (in thousands)
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Condensed Cash Flow Statement [Table Text Block] | FERRELLGAS, L.P. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in thousands)
FERRELLGAS, L.P. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in thousands)
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Supplemental Financial Statement Information - Inventories (Details) - USD ($) $ in Thousands |
Jan. 31, 2019 |
Jul. 31, 2018 |
---|---|---|
Supplemental Financial Statement Information [Line Items] | ||
Propane gas and related products | $ 74,964 | $ 71,180 |
Appliances, parts and supplies | 14,820 | 12,514 |
Inventories | 89,784 | 83,694 |
Ferrellgas, L.P. [Member] | ||
Supplemental Financial Statement Information [Line Items] | ||
Propane gas and related products | 74,964 | 71,180 |
Appliances, parts and supplies | 14,820 | 12,514 |
Inventories | $ 89,784 | $ 83,694 |
Supplemental Financial Statement Information - Narrative (Details) $ in Thousands, gal in Millions |
6 Months Ended | |
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Jan. 31, 2019
USD ($)
gal
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Jul. 31, 2018
USD ($)
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Supplemental Financial Statement Information [Line Items] | ||
Notes, Loans and Financing Receivable, Net, Noncurrent | $ | $ 27,646 | $ 27,491 |
Maximum term of supply procurement contracts | 36 months | |
Net procurement of fixed priced propane by Ferrellgas in gallons | gal | 14.0 | |
Ferrellgas, L.P. [Member] | ||
Supplemental Financial Statement Information [Line Items] | ||
Notes, Loans and Financing Receivable, Net, Noncurrent | $ | $ 27,646 | $ 27,491 |
Maximum term of supply procurement contracts | 36 months | |
Net procurement of fixed priced propane by Ferrellgas in gallons | gal | 14.0 |
Supplemental Financial Statement Information - Assets (Details) - USD ($) $ in Thousands |
Jan. 31, 2019 |
Jul. 31, 2018 |
---|---|---|
Supplemental Financial Statement Information [Line Items] | ||
Notes receivable, less current portion | $ 27,646 | $ 27,491 |
Other | 44,893 | 47,097 |
Other assets, net | 72,539 | 74,588 |
Ferrellgas, L.P. [Member] | ||
Supplemental Financial Statement Information [Line Items] | ||
Notes receivable, less current portion | 27,646 | 27,491 |
Other | 44,893 | 47,097 |
Other assets, net | $ 72,539 | $ 74,588 |
Supplemental Financial Statement Information - Other Current Liabilities (Details) - USD ($) $ in Thousands |
Jan. 31, 2019 |
Jul. 31, 2018 |
---|---|---|
Supplemental Financial Statement Information [Line Items] | ||
Accrued interest | $ 21,963 | $ 22,222 |
Customer deposits and advances | 26,323 | 22,829 |
Other | 98,967 | 96,974 |
Other current liabilities | 147,253 | 142,025 |
Ferrellgas, L.P. [Member] | ||
Supplemental Financial Statement Information [Line Items] | ||
Accrued interest | 18,029 | 18,288 |
Customer deposits and advances | 26,323 | 22,829 |
Other | 98,967 | 96,974 |
Other current liabilities | $ 143,319 | $ 138,091 |
Supplemental Financial Statement Information - Cash Flow Information (Details) - USD ($) $ in Thousands |
6 Months Ended | |
---|---|---|
Jan. 31, 2019 |
Jan. 31, 2018 |
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Supplemental Financial Statement Information [Line Items] | ||
Interest Paid | $ 82,941 | $ 78,682 |
Income Taxes Paid | 2 | 12 |
Noncash Investing and Financing Items [Abstract] | ||
Liabilities incurred in connection with acquisitions | 1,174 | 1,508 |
Change in accruals for property, plant and equipment additions | 2,815 | 47 |
Ferrellgas, L.P. [Member] | ||
Supplemental Financial Statement Information [Line Items] | ||
Interest Paid | 67,546 | 63,286 |
Income Taxes Paid | 9 | 1 |
Noncash Investing and Financing Items [Abstract] | ||
Liabilities incurred in connection with acquisitions | 1,174 | 1,508 |
Change in accruals for property, plant and equipment additions | $ 2,815 | $ 47 |
Accounts And Notes Receivable, Net And Accounts Receivable Securitization (Details) - USD ($) $ in Thousands |
Jan. 31, 2019 |
Jul. 31, 2018 |
---|---|---|
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable pledged as collateral | $ 201,717 | $ 120,079 |
Accounts receivable, unpledged | 4,651 | 8,272 |
Notes receivable, current portion | 126 | 132 |
Other | 27 | 26 |
Less: Allowance for doubtful accounts | (3,357) | (2,455) |
Accounts and notes receivable, net | 203,164 | 126,054 |
Ferrellgas, L.P. [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable pledged as collateral | 201,717 | 120,079 |
Accounts receivable, unpledged | 4,651 | 8,272 |
Notes receivable, current portion | 126 | 132 |
Other | 27 | 26 |
Less: Allowance for doubtful accounts | (3,357) | (2,455) |
Accounts and notes receivable, net | $ 203,164 | $ 126,054 |
Accounts And Notes Receivable, Net And Accounts Receivable Securitization (Narrative) (Details) - USD ($) |
Jan. 31, 2019 |
Jul. 31, 2018 |
---|---|---|
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable pledged as collateral | $ 201,717,000 | $ 120,079,000 |
Ferrellgas, L.P. [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable pledged as collateral | 201,717,000 | 120,079,000 |
Secured Credit Facility [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Collateralized notes payable | 140,000,000 | 58,000,000 |
Capacity to receive additional proceeds | $ 0 | $ 0 |
Weighted average interest rate of debt | 5.30% | 5.20% |
Secured Credit Facility [Member] | Ferrellgas, L.P. [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Collateralized notes payable | $ 140,000,000 | $ 58,000,000 |
Capacity to receive additional proceeds | $ 0 | $ 0 |
Weighted average interest rate of debt | 5.30% | 5.20% |
Debt - Short-Term Borrowings (Details) - USD ($) $ in Thousands |
Jan. 31, 2019 |
Jul. 31, 2018 |
---|---|---|
Debt Instrument [Line Items] | ||
Short-term borrowings | $ 0 | $ 32,800 |
Ferrellgas, L.P. [Member] | ||
Debt Instrument [Line Items] | ||
Short-term borrowings | $ 0 | $ 32,800 |
Partners' Deficit - Limited Partner Units (Details) - shares |
Jan. 31, 2019 |
Jul. 31, 2018 |
---|---|---|
Capital Unit [Line Items] | ||
Common unitholders, units outstanding | 97,152,665 | 97,152,665 |
Ferrell Companies [Member] | ||
Capital Unit [Line Items] | ||
Common unitholders, units outstanding | 22,529,361 | 22,529,361 |
FCI Trading Corp. [Member] | ||
Capital Unit [Line Items] | ||
Common unitholders, units outstanding | 195,686 | 195,686 |
Ferrell Propane, Inc. [Member] | ||
Capital Unit [Line Items] | ||
Common unitholders, units outstanding | 51,204 | 51,204 |
James E. Ferrell [Member] | ||
Capital Unit [Line Items] | ||
Common unitholders, units outstanding | 4,763,475 | 4,763,475 |
Public Common Unitholders [Member] | ||
Capital Unit [Line Items] | ||
Common unitholders, units outstanding | 69,612,939 | 69,612,939 |
Partners' Deficit - General partner's commitment (Details) - USD ($) $ in Millions |
6 Months Ended | |
---|---|---|
Jan. 31, 2019 |
Jan. 31, 2018 |
|
Ferrellgas, L.P. [Member] | ||
Capital Unit [Line Items] | ||
General partner ownership interest | 1.0101% | 1.0101% |
Ferrellgas [Member] | Ferrellgas Inc., General Partner [Member] | ||
Capital Unit [Line Items] | ||
General partner ownership interest | 2.00% | 2.00% |
General Partner [Member] | ||
Capital Unit [Line Items] | ||
Non-cash contribution | $ 0.1 | $ 0.2 |
General Partner [Member] | Ferrellgas, L.P. [Member] | ||
Capital Unit [Line Items] | ||
Non-cash contribution | $ 0.1 | $ 0.1 |
Derivative Instruments and Hedging Activities - Effect on Earnings (Details) - Interest Rate Swap [Member] - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended |
---|---|---|
Jan. 31, 2018 |
Jan. 31, 2018 |
|
Derivative [Line Items] | ||
Amount of Gain Recognized | $ 88 | $ 226 |
Amount of Interest Expense Recognized | (2,275) | (4,550) |
Ferrellgas, L.P. [Member] | ||
Derivative [Line Items] | ||
Amount of Gain Recognized | 88 | 226 |
Amount of Interest Expense Recognized | $ (2,275) | $ (4,550) |
Derivative Instruments and Hedging Activities - Credit Risk (Details) |
Jan. 31, 2019
USD ($)
|
---|---|
Derivative [Line Items] | |
Maximum loss due to credit risk | $ 500,000 |
Open derivative contracts with credit risk features | 0 |
Ferrellgas, L.P. [Member] | |
Derivative [Line Items] | |
Maximum loss due to credit risk | 500,000 |
Open derivative contracts with credit risk features | $ 0 |
Segment Reporting - Assets (Details) - USD ($) $ in Thousands |
Jan. 31, 2019 |
Jul. 31, 2018 |
---|---|---|
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | $ 1,388,120 | $ 1,363,281 |
Propane and related equipment sales | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 1,315,233 | 1,196,084 |
Corporate and other | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 72,887 | 167,197 |
Ferrellgas, L.P. [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 1,387,962 | 1,363,246 |
Ferrellgas, L.P. [Member] | Propane and related equipment sales | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 1,315,233 | 1,196,084 |
Ferrellgas, L.P. [Member] | Corporate and other | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | $ 72,729 | $ 167,162 |
Guarantor financial information (Details) - Ferrellgas, L.P. [Member] $ in Millions |
Jan. 31, 2019
USD ($)
|
---|---|
Ferrellgas Finance Corp. [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Ownership Percentage | 100.00% |
Fixed Rate Six Point Seven Five Due Two Thousand Twenty Three [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Aggregate principal amount | $ 500.0 |
Interest rate, as a percent | 6.75% |
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