x
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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, 2018
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or
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o
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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
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Delaware
Delaware
Delaware
Delaware
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43-1698480
43-1742520
43-1698481
14-1866671
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(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,
Suite 1000, Overland Park, Kansas
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66210
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(Address of principal executive office)
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(Zip Code)
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Ferrellgas Partners, L.P.
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97,152,665
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Common Units
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Ferrellgas Partners Finance Corp.
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1,000
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Common Stock
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Ferrellgas, L.P.
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n/a
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n/a
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Ferrellgas Finance Corp.
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1,000
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Common Stock
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Page
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•
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Propane operations and related equipment sales consists of the distribution of propane and related equipment and supplies. 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.
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•
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Midstream operations consists of crude oil logistics and water solutions. Crude oil logistics primarily generates income by providing crude oil transportation and logistics services on behalf of producers and end-users of crude oil. Water solutions generates income primarily through the operation of salt water disposal wells in the Eagle Ford shale region of south Texas.
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January 31, 2018
|
|
July 31, 2017
|
||||
Propane gas and related products
|
|
$
|
81,644
|
|
|
$
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67,049
|
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Appliances, parts and supplies, and other
|
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28,448
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25,503
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Inventories
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$
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110,092
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|
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$
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92,552
|
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January 31, 2018
|
|
July 31, 2017
|
||||
Notes receivable, less current portion
|
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$
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36,371
|
|
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$
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32,500
|
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Other
|
|
41,341
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41,557
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Other assets, net
|
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$
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77,712
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|
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$
|
74,057
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|
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January 31, 2018
|
|
July 31, 2017
|
||||
Accrued interest
|
|
$
|
18,975
|
|
|
$
|
18,671
|
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Customer deposits and advances
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24,676
|
|
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25,541
|
|
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Other
|
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96,859
|
|
|
82,012
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|
||
Other current liabilities
|
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$
|
140,510
|
|
|
$
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126,224
|
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|
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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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2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Operating expense
|
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$
|
54,613
|
|
|
$
|
47,157
|
|
|
$
|
97,928
|
|
|
$
|
88,883
|
|
Depreciation and amortization expense
|
|
1,123
|
|
|
996
|
|
|
2,235
|
|
|
2,022
|
|
||||
Equipment lease expense
|
|
6,296
|
|
|
6,652
|
|
|
12,364
|
|
|
13,318
|
|
||||
Total shipping and handling expenses
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$
|
62,032
|
|
|
$
|
54,805
|
|
|
$
|
112,527
|
|
|
$
|
104,223
|
|
|
|
For the three months ended January 31,
|
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For the six months ended January 31,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Loss on assets held for sale
|
|
$
|
35,515
|
|
|
$
|
—
|
|
|
$
|
35,515
|
|
|
$
|
—
|
|
Loss on sale of assets and other
|
|
3,734
|
|
|
45
|
|
|
4,629
|
|
|
6,468
|
|
||||
Loss on asset sales and disposals
|
|
$
|
39,249
|
|
|
$
|
45
|
|
|
$
|
40,144
|
|
|
$
|
6,468
|
|
|
|
For the six months ended January 31,
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||||||
|
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2018
|
|
2017
|
||||
Cash paid for:
|
|
|
|
|
||||
Interest
|
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$
|
78,682
|
|
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$
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69,572
|
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Income taxes
|
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$
|
12
|
|
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$
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26
|
|
Non-cash investing and financing activities:
|
|
|
|
|
||||
Liabilities incurred in connection with acquisitions
|
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$
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1,508
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|
|
$
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—
|
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Change in accruals for property, plant and equipment additions
|
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$
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47
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|
|
$
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(100
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)
|
|
|
January 31, 2018
|
|
July 31, 2017
|
||||
Accounts receivable pledged as collateral
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$
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235,150
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|
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$
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109,407
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Accounts receivable
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13,596
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|
|
47,346
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|
||
Note receivable - current portion
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10,000
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10,000
|
|
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Other
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284
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|
|
307
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|
||
Less: Allowance for doubtful accounts
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|
(3,052
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)
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(1,976
|
)
|
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Accounts and notes receivable, net
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$
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255,978
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$
|
165,084
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Date
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Maximum consolidated leverage ratio
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January 31, 2018
|
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7.75
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April 30, 2018
|
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7.75
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July 31, 2018 & thereafter
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5.50
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Date
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Minimum consolidated interest coverage ratio
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January 31, 2018
|
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1.75
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April 30, 2018
|
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1.75
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July 31, 2018 & thereafter
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2.50
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Date
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Maximum consolidated leverage ratio
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January 31, 2018
|
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7.75
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April 30, 2018
|
|
7.75
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July 31, 2018 & thereafter
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5.50
|
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Date
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Minimum consolidated interest coverage ratio
|
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January 31, 2018
|
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1.75
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April 30, 2018
|
|
1.75
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July 31, 2018 & thereafter
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2.50
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January 31, 2018
|
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July 31, 2017
|
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Public common unitholders
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69,612,939
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69,612,939
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Ferrell Companies (1)
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22,529,361
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22,529,361
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FCI Trading Corp. (2)
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195,686
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195,686
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Ferrell Propane, Inc. (3)
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51,204
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|
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51,204
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James E. Ferrell (4)
|
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4,763,475
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|
|
4,763,475
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For the three months ended January 31,
|
|
For the six months ended January 31,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Public common unitholders
|
|
$
|
6,962
|
|
|
$
|
6,961
|
|
|
$
|
13,923
|
|
|
$
|
42,639
|
|
Ferrell Companies
|
|
2,253
|
|
|
2,253
|
|
|
4,506
|
|
|
13,799
|
|
||||
FCI Trading Corp.
|
|
20
|
|
|
20
|
|
|
40
|
|
|
120
|
|
||||
Ferrell Propane, Inc.
|
|
5
|
|
|
5
|
|
|
10
|
|
|
31
|
|
||||
James E. Ferrell
|
|
476
|
|
|
476
|
|
|
952
|
|
|
2,917
|
|
||||
General partner
|
|
98
|
|
|
98
|
|
|
196
|
|
|
601
|
|
||||
|
|
$
|
9,814
|
|
|
$
|
9,813
|
|
|
$
|
19,627
|
|
|
$
|
60,107
|
|
Ferrell Companies
|
|
$
|
2,253
|
|
FCI Trading Corp.
|
|
20
|
|
|
Ferrell Propane, Inc.
|
|
5
|
|
|
James E. Ferrell
|
|
476
|
|
|
General partner
|
|
98
|
|
|
|
Asset (Liability)
|
||||||||||||||
|
|
Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Unobservable Inputs (Level 3)
|
|
Total
|
||||||||
January 31, 2018:
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments:
|
|
|
|
|
|
|
|
|
||||||||
Commodity derivatives
|
|
$
|
—
|
|
|
$
|
25,725
|
|
|
$
|
—
|
|
|
$
|
25,725
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap agreements
|
|
$
|
—
|
|
|
$
|
(2,423
|
)
|
|
$
|
—
|
|
|
$
|
(2,423
|
)
|
Commodity derivatives
|
|
$
|
—
|
|
|
$
|
(1,417
|
)
|
|
$
|
—
|
|
|
$
|
(1,417
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
July 31, 2017:
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap agreements
|
|
$
|
—
|
|
|
$
|
583
|
|
|
$
|
—
|
|
|
$
|
583
|
|
Commodity derivatives
|
|
$
|
—
|
|
|
$
|
16,212
|
|
|
$
|
—
|
|
|
$
|
16,212
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap agreements
|
|
$
|
—
|
|
|
$
|
(707
|
)
|
|
$
|
—
|
|
|
$
|
(707
|
)
|
Commodity derivatives
|
|
$
|
—
|
|
|
$
|
(1,258
|
)
|
|
$
|
—
|
|
|
$
|
(1,258
|
)
|
|
|
January 31, 2018
|
||||||||||
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||
Derivative Instrument
|
|
Location
|
|
Fair value
|
|
Location
|
|
Fair value
|
||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
||||
Commodity derivatives-propane
|
|
Prepaid expenses and other current assets
|
|
$
|
18,188
|
|
|
Other current liabilities
|
|
$
|
1,417
|
|
Commodity derivatives-propane
|
|
Other assets, net
|
|
7,537
|
|
|
Other liabilities
|
|
—
|
|
||
Interest rate swap agreements
|
|
Prepaid expenses and other current assets
|
|
—
|
|
|
Other current liabilities
|
|
319
|
|
||
Interest rate swap agreements
|
|
Other assets, net
|
|
—
|
|
|
Other liabilities
|
|
2,104
|
|
||
|
|
Total
|
|
$
|
25,725
|
|
|
Total
|
|
$
|
3,840
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||
|
|
July 31, 2017
|
||||||||||
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||
Derivative Instrument
|
|
Location
|
|
Fair value
|
|
Location
|
|
Fair value
|
||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
||||
Commodity derivatives-propane
|
|
Prepaid expenses and other current assets
|
|
$
|
11,061
|
|
|
Other current liabilities
|
|
$
|
415
|
|
Commodity derivatives-propane
|
|
Other assets, net
|
|
4,413
|
|
|
Other liabilities
|
|
15
|
|
||
Interest rate swap agreements
|
|
Prepaid expenses and other current assets
|
|
583
|
|
|
Other current liabilities
|
|
595
|
|
||
Interest rate swap agreements
|
|
Other assets, net
|
|
—
|
|
|
Other liabilities
|
|
112
|
|
||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
||||
Commodity derivatives-crude oil
|
|
Prepaid expenses and other current assets
|
|
738
|
|
|
Other current liabilities
|
|
828
|
|
||
|
|
Total
|
|
$
|
16,795
|
|
|
Total
|
|
$
|
1,965
|
|
|
|
January 31, 2018
|
||||||||||
|
|
Assets
|
|
Liabilities
|
||||||||
Description
|
|
Location
|
|
Amount
|
|
Location
|
|
Amount
|
||||
Margin Balances
|
|
Prepaid expenses and other current assets
|
|
$
|
3,018
|
|
|
Other current liabilities
|
|
$
|
12,201
|
|
|
|
Other assets, net
|
|
1,404
|
|
|
Other liabilities
|
|
5,216
|
|
||
|
|
|
|
$
|
4,422
|
|
|
|
|
$
|
17,417
|
|
|
|
July 31, 2017
|
||||||||||
|
|
Assets
|
|
Liabilities
|
||||||||
Description
|
|
Location
|
|
Amount
|
|
Location
|
|
Amount
|
||||
Margin Balances
|
|
Prepaid expenses and other current assets
|
|
$
|
1,778
|
|
|
Other current liabilities
|
|
$
|
7,729
|
|
|
|
Other assets, net
|
|
1,631
|
|
|
Other liabilities
|
|
3,073
|
|
||
|
|
|
|
$
|
3,409
|
|
|
|
|
$
|
10,802
|
|
|
|
For the three months ended January 31, 2018
|
|
|
||||||||||
Derivative Instrument
|
|
Amount of Gain (Loss) Recognized in AOCI
|
|
Location of Gain (Loss) Reclassified from AOCI into Income
|
|
Amount of Gain (Loss) Reclassified from AOCI into Income
|
||||||||
|
|
|
Effective portion
|
|
Ineffective portion
|
|||||||||
Commodity derivatives
|
|
$
|
960
|
|
|
Cost of sales-propane and other gas liquids sales
|
|
$
|
9,886
|
|
|
$
|
—
|
|
Interest rate swap agreements
|
|
112
|
|
|
Interest expense
|
|
(143
|
)
|
|
—
|
|
|||
|
|
$
|
1,072
|
|
|
|
|
$
|
9,743
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
For the three months ended January 31, 2017
|
|
|
||||||||||
Derivative Instrument
|
|
Amount of Gain (Loss) Recognized in AOCI
|
|
Location of Gain (Loss) Reclassified from AOCI into Income
|
|
Amount of Gain (Loss) Reclassified from AOCI into Income
|
||||||||
|
|
|
Effective portion
|
|
Ineffective portion
|
|||||||||
Commodity derivatives
|
|
$
|
14,699
|
|
|
Cost of sales-propane and other gas liquids sales
|
|
$
|
73
|
|
|
$
|
—
|
|
Interest rate swap agreements
|
|
563
|
|
|
Interest expense
|
|
(587
|
)
|
|
—
|
|
|||
|
|
$
|
15,262
|
|
|
|
|
$
|
(514
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
For the six months ended January 31, 2018
|
|
|
||||||||||
Derivative Instrument
|
|
Amount of Gain (Loss) Recognized in AOCI
|
|
Location of Gain (Loss) Reclassified from AOCI into Income
|
|
Amount of Gain (Loss) Reclassified from AOCI into Income
|
||||||||
|
|
|
Effective portion
|
|
Ineffective portion
|
|||||||||
Commodity derivatives
|
|
$
|
23,283
|
|
|
Cost of sales-propane and other gas liquids sales
|
|
$
|
14,018
|
|
|
$
|
—
|
|
Interest rate swap agreements
|
|
238
|
|
|
Interest expense
|
|
(326
|
)
|
|
—
|
|
|||
|
|
$
|
23,521
|
|
|
|
|
$
|
13,692
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
For the six months ended January 31, 2017
|
|
|
||||||||||
Derivative Instrument
|
|
Amount of Gain (Loss) Recognized in AOCI
|
|
Location of Gain (Loss) Reclassified from AOCI into Income
|
|
Amount of Gain (Loss) Reclassified from AOCI into Income
|
||||||||
|
|
|
Effective portion
|
|
Ineffective portion
|
|||||||||
Commodity derivatives
|
|
$
|
19,572
|
|
|
Cost of sales-propane and other gas liquids sales
|
|
$
|
(3,523
|
)
|
|
$
|
—
|
|
Interest rate swap agreements
|
|
828
|
|
|
Interest expense
|
|
(1,229
|
)
|
|
—
|
|
|||
|
|
$
|
20,400
|
|
|
|
|
$
|
(4,752
|
)
|
|
$
|
—
|
|
|
|
For the three months ended January 31, 2018
|
||||
Derivatives Not Designated as Hedging Instruments
|
|
Amount of Gain (Loss) Recognized in Income
|
|
Location of Gain (Loss) Recognized in Income
|
||
Commodity derivatives - crude oil
|
|
$
|
(2,080
|
)
|
|
Cost of sales - midstream operations
|
|
|
|
|
|
||
|
|
For the three months ended January 31, 2017
|
||||
Derivatives Not Designated as Hedging Instruments
|
|
Amount of Gain (Loss) Recognized in Income
|
|
Location of Gain (Loss) Recognized in Income
|
||
Commodity derivatives - crude oil
|
|
$
|
(1,007
|
)
|
|
Cost of sales - midstream operations
|
Commodity derivatives - vehicle fuel
|
|
$
|
489
|
|
|
Operating expense
|
|
|
|
|
|
||
|
|
For the six months ended January 31, 2018
|
||||
Derivatives Not Designated as Hedging Instruments
|
|
Amount of Gain (Loss) Recognized in Income
|
|
Location of Gain (Loss) Recognized in Income
|
||
Commodity derivatives - crude oil
|
|
$
|
(3,470
|
)
|
|
Cost of sales - midstream operations
|
|
|
|
|
|
||
|
|
For the six months ended January 31, 2017
|
||||
Derivatives Not Designated as Hedging Instruments
|
|
Amount of Gain (Loss) Recognized in Income
|
|
Location of Gain (Loss) Recognized in Income
|
||
Commodity derivatives - crude oil
|
|
$
|
(2,248
|
)
|
|
Cost of sales - midstream operations
|
Commodity derivatives - vehicle fuel
|
|
$
|
1,516
|
|
|
Operating expense
|
|
|
For the six months ended January 31,
|
||||||
Gains and losses on derivatives included in AOCI
|
|
2018
|
|
2017
|
||||
Beginning balance
|
|
$
|
14,648
|
|
|
$
|
(9,815
|
)
|
Change in value of risk management commodity derivatives
|
|
23,283
|
|
|
19,572
|
|
||
Reclassification of (gains) and losses on commodity hedges to cost of sales - propane and other gas liquids sales, net
|
|
(14,018
|
)
|
|
3,523
|
|
||
Change in value of risk management interest rate derivatives
|
|
238
|
|
|
828
|
|
||
Reclassification of losses on interest rate hedges to interest expense
|
|
326
|
|
|
1,229
|
|
||
Ending balance
|
|
$
|
24,477
|
|
|
$
|
15,337
|
|
|
|
For the three months ended January 31,
|
|
For the six months ended January 31,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Operating expense
|
|
$
|
65,291
|
|
|
$
|
61,492
|
|
|
$
|
122,642
|
|
|
$
|
117,206
|
|
|
|
|
|
|
|
|
|
|
||||||||
General and administrative expense
|
|
$
|
8,422
|
|
|
$
|
8,217
|
|
|
$
|
15,930
|
|
|
$
|
16,800
|
|
|
|
For the three months ended January 31,
|
|
For the six months ended January 31,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
(in thousands, except per common unit amounts)
|
||||||||||||||
Common unitholders’ interest in net earnings (loss)
|
|
$
|
(1,824
|
)
|
|
$
|
37,717
|
|
|
$
|
(49,260
|
)
|
|
$
|
(4,925
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common units outstanding - basic and diluted
|
|
97,152.7
|
|
|
97,152.7
|
|
|
97,152.7
|
|
|
97,305.1
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted net earnings (loss) per common unit
|
|
$
|
(0.02
|
)
|
|
$
|
0.39
|
|
|
$
|
(0.51
|
)
|
|
$
|
(0.05
|
)
|
|
|
Three months ended January 31, 2018
|
||||||||||||||
|
|
Propane operations and related equipment sales
|
|
Midstream operations
|
|
Corporate
|
|
Total
|
||||||||
Segment revenues
|
|
$
|
637,880
|
|
|
$
|
117,276
|
|
|
$
|
—
|
|
|
$
|
755,156
|
|
Direct costs (1)
|
|
507,386
|
|
|
114,929
|
|
|
12,214
|
|
|
634,529
|
|
||||
Adjusted EBITDA
|
|
$
|
130,494
|
|
|
$
|
2,347
|
|
|
$
|
(12,214
|
)
|
|
$
|
120,627
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Three months ended January 31, 2017
|
||||||||||||||
|
|
Propane operations and related equipment sales
|
|
Midstream operations
|
|
Corporate
|
|
Total
|
||||||||
Segment revenues
|
|
$
|
482,463
|
|
|
$
|
96,787
|
|
|
$
|
—
|
|
|
$
|
579,250
|
|
Direct costs (1)
|
|
370,175
|
|
|
93,718
|
|
|
10,327
|
|
|
474,220
|
|
||||
Adjusted EBITDA
|
|
$
|
112,288
|
|
|
$
|
3,069
|
|
|
$
|
(10,327
|
)
|
|
$
|
105,030
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Six months ended January 31, 2018
|
||||||||||||||
|
|
Propane operations and related equipment sales
|
|
Midstream operations
|
|
Corporate
|
|
Total
|
||||||||
Segment revenues
|
|
$
|
971,775
|
|
|
$
|
238,036
|
|
|
$
|
—
|
|
|
$
|
1,209,811
|
|
Direct costs (1)
|
|
810,715
|
|
|
228,830
|
|
|
23,423
|
|
|
1,062,968
|
|
||||
Adjusted EBITDA
|
|
$
|
161,060
|
|
|
$
|
9,206
|
|
|
$
|
(23,423
|
)
|
|
$
|
146,843
|
|
|
|
|
||||||||||||||
|
|
Six months ended January 31, 2017
|
||||||||||||||
|
|
Propane operations and related equipment sales
|
|
Midstream operations
|
|
Corporate
|
|
Total
|
||||||||
Segment revenues
|
|
$
|
753,961
|
|
|
$
|
204,831
|
|
|
$
|
—
|
|
|
$
|
958,792
|
|
Direct costs (1)
|
|
607,189
|
|
|
196,491
|
|
|
21,063
|
|
|
824,743
|
|
||||
Adjusted EBITDA
|
|
$
|
146,772
|
|
|
$
|
8,340
|
|
|
$
|
(21,063
|
)
|
|
$
|
134,049
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended January 31,
|
|
Six months ended January 31,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net earnings (loss) attributable to Ferrellgas Partners, L.P.
|
|
$
|
(1,843
|
)
|
|
$
|
38,098
|
|
|
$
|
(49,758
|
)
|
|
$
|
(4,975
|
)
|
Income tax expense (benefit)
|
|
(162
|
)
|
|
588
|
|
|
215
|
|
|
(2
|
)
|
||||
Interest expense
|
|
42,673
|
|
|
36,819
|
|
|
83,480
|
|
|
72,247
|
|
||||
Depreciation and amortization expense
|
|
25,485
|
|
|
25,607
|
|
|
51,217
|
|
|
51,809
|
|
||||
EBITDA
|
|
66,153
|
|
|
101,112
|
|
|
85,154
|
|
|
119,079
|
|
||||
Non-cash employee stock ownership plan compensation charge
|
|
4,031
|
|
|
2,945
|
|
|
7,993
|
|
|
6,699
|
|
||||
Non-cash stock-based compensation charge
|
|
—
|
|
|
1,417
|
|
|
—
|
|
|
3,298
|
|
||||
Asset impairments
|
|
10,005
|
|
|
—
|
|
|
10,005
|
|
|
—
|
|
||||
Loss on asset sales and disposals
|
|
39,249
|
|
|
45
|
|
|
40,144
|
|
|
6,468
|
|
||||
Other income, net
|
|
(684
|
)
|
|
(763
|
)
|
|
(1,195
|
)
|
|
(1,271
|
)
|
||||
Severance costs
|
|
—
|
|
|
490
|
|
|
1,663
|
|
|
1,959
|
|
||||
Professional fees
|
|
2,118
|
|
|
—
|
|
|
2,118
|
|
|
—
|
|
||||
Unrealized (non-cash) loss (gain) on changes in fair value of derivatives not designated as hedging instruments
|
|
(314
|
)
|
|
(646
|
)
|
|
1,293
|
|
|
(2,215
|
)
|
||||
Net earnings (loss) attributable to noncontrolling interest
|
|
69
|
|
|
430
|
|
|
(332
|
)
|
|
32
|
|
||||
Adjusted EBITDA
|
|
$
|
120,627
|
|
|
$
|
105,030
|
|
|
$
|
146,843
|
|
|
$
|
134,049
|
|
Assets
|
|
January 31, 2018
|
|
July 31, 2017
|
||||
Propane operations and related equipment sales
|
|
$
|
1,361,856
|
|
|
$
|
1,194,905
|
|
Midstream operations
|
|
309,952
|
|
|
399,356
|
|
||
Corporate
|
|
15,251
|
|
|
15,708
|
|
||
Total consolidated assets
|
|
$
|
1,687,059
|
|
|
$
|
1,609,969
|
|
|
|
Six months ended January 31, 2018
|
||||||||||||||
|
|
Propane operations and related equipment sales
|
|
Midstream operations
|
|
Corporate
|
|
Total
|
||||||||
Capital expenditures:
|
|
|
|
|
|
|
|
|
||||||||
Maintenance
|
|
$
|
12,016
|
|
|
$
|
182
|
|
|
$
|
1,245
|
|
|
$
|
13,443
|
|
Growth
|
|
18,311
|
|
|
1,013
|
|
|
—
|
|
|
19,324
|
|
||||
Total
|
|
$
|
30,327
|
|
|
$
|
1,195
|
|
|
$
|
1,245
|
|
|
$
|
32,767
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
Six months ended January 31, 2017
|
||||||||||||||
|
|
Propane operations and related equipment sales
|
|
Midstream operations
|
|
Corporate
|
|
Total
|
||||||||
Capital expenditures:
|
|
|
|
|
|
|
|
|
||||||||
Maintenance
|
|
$
|
5,551
|
|
|
$
|
204
|
|
|
$
|
1,484
|
|
|
$
|
7,239
|
|
Growth
|
|
9,857
|
|
|
—
|
|
|
—
|
|
|
9,857
|
|
||||
Total
|
|
$
|
15,408
|
|
|
$
|
204
|
|
|
$
|
1,484
|
|
|
$
|
17,096
|
|
•
|
Propane operations and related equipment sales consists of the distribution of propane and related equipment and supplies. The propane distribution market is seasonal because propane is used primarily for heating in residential and commercial buildings. Ferrellgas, L.P. serves residential, industrial/commercial, portable tank exchange, agricultural, wholesale and other customers in all
50
states, the District of Columbia, and Puerto Rico.
|
•
|
Midstream operations consists of crude oil logistics and water solutions. Crude oil logistics primarily generates income by providing crude oil transportation and logistics services on behalf of producers and end-users of crude oil. Water solutions generates income primarily through the operation of salt water disposal wells in the Eagle Ford shale region of south Texas.
|
|
|
January 31, 2018
|
|
July 31, 2017
|
||||
Propane gas and related products
|
|
$
|
81,644
|
|
|
$
|
67,049
|
|
Appliances, parts and supplies, and other
|
|
28,448
|
|
|
25,503
|
|
||
Inventories
|
|
$
|
110,092
|
|
|
$
|
92,552
|
|
|
|
January 31, 2018
|
|
July 31, 2017
|
||||
Notes receivable, less current portion
|
|
$
|
36,371
|
|
|
$
|
32,500
|
|
Other
|
|
41,341
|
|
|
41,557
|
|
||
Other assets, net
|
|
$
|
77,712
|
|
|
$
|
74,057
|
|
|
|
January 31, 2018
|
|
July 31, 2017
|
||||
Accrued interest
|
|
$
|
15,041
|
|
|
$
|
14,737
|
|
Customer deposits and advances
|
|
24,676
|
|
|
25,541
|
|
||
Other
|
|
96,874
|
|
|
81,738
|
|
||
Other current liabilities
|
|
$
|
136,591
|
|
|
$
|
122,016
|
|
|
|
For the three months ended January 31,
|
|
For the six months ended January 31,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Operating expense
|
|
$
|
54,613
|
|
|
$
|
47,157
|
|
|
$
|
97,928
|
|
|
$
|
88,883
|
|
Depreciation and amortization expense
|
|
1,123
|
|
|
996
|
|
|
2,235
|
|
|
2,022
|
|
||||
Equipment lease expense
|
|
6,296
|
|
|
6,652
|
|
|
12,364
|
|
|
13,318
|
|
||||
Total shipping and handling expenses
|
|
$
|
62,032
|
|
|
$
|
54,805
|
|
|
$
|
112,527
|
|
|
$
|
104,223
|
|
|
|
For the three months ended January 31,
|
|
For the six months ended January 31,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Loss on assets held for sale
|
|
$
|
35,515
|
|
|
$
|
—
|
|
|
35,515
|
|
|
—
|
|
||
Loss on sale of assets and other
|
|
3,734
|
|
|
45
|
|
|
4,629
|
|
|
6,468
|
|
||||
Loss on asset sales and disposals
|
|
$
|
39,249
|
|
|
$
|
45
|
|
|
$
|
40,144
|
|
|
$
|
6,468
|
|
|
|
For the six months ended January 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Cash paid for:
|
|
|
|
|
||||
Interest
|
|
$
|
63,286
|
|
|
$
|
61,723
|
|
Income taxes
|
|
$
|
1
|
|
|
$
|
25
|
|
Non-cash investing and financing activities:
|
|
|
|
|
||||
Liabilities incurred in connection with acquisitions
|
|
$
|
1,508
|
|
|
$
|
—
|
|
Change in accruals for property, plant and equipment additions
|
|
$
|
47
|
|
|
$
|
(100
|
)
|
|
|
January 31, 2018
|
|
July 31, 2017
|
||||
Accounts receivable pledged as collateral
|
|
$
|
235,150
|
|
|
$
|
109,407
|
|
Accounts receivable
|
|
13,596
|
|
|
47,346
|
|
||
Note receivable - current portion
|
|
10,000
|
|
|
10,000
|
|
||
Other
|
|
284
|
|
|
307
|
|
||
Less: Allowance for doubtful accounts
|
|
(3,052
|
)
|
|
(1,976
|
)
|
||
Accounts and notes receivable, net
|
|
$
|
255,978
|
|
|
$
|
165,084
|
|
Date
|
|
Maximum consolidated leverage ratio
|
|
January 31, 2018
|
|
7.75
|
|
April 30, 2018
|
|
7.75
|
|
July 31, 2018 & thereafter
|
|
5.50
|
|
Date
|
|
Minimum consolidated interest coverage ratio
|
|
January 31, 2018
|
|
1.75
|
|
April 30, 2018
|
|
1.75
|
|
July 31, 2018 & thereafter
|
|
2.50
|
|
Date
|
|
Maximum consolidated leverage ratio
|
|
January 31, 2018
|
|
7.75
|
|
April 30, 2018
|
|
7.75
|
|
July 31, 2018 & thereafter
|
|
5.50
|
|
Date
|
|
Minimum consolidated interest coverage ratio
|
|
January 31, 2018
|
|
1.75
|
|
April 30, 2018
|
|
1.75
|
|
July 31, 2018 & thereafter
|
|
2.50
|
|
|
|
For the three months ended January 31,
|
|
For the six months ended January 31,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Ferrellgas Partners
|
|
$
|
25,210
|
|
|
$
|
17,662
|
|
|
$
|
35,023
|
|
|
$
|
83,807
|
|
General partner
|
|
257
|
|
|
180
|
|
|
357
|
|
|
693
|
|
||||
|
|
$
|
25,467
|
|
|
$
|
17,842
|
|
|
$
|
35,380
|
|
|
$
|
84,500
|
|
|
|
Asset (Liability)
|
||||||||||||||
|
|
Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)
|
|
Significant Other Observable Inputs
(Level 2) |
|
Unobservable Inputs (Level 3)
|
|
Total
|
||||||||
January 31, 2018:
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments:
|
|
|
|
|
|
|
|
|
||||||||
Commodity derivatives
|
|
$
|
—
|
|
|
$
|
25,725
|
|
|
$
|
—
|
|
|
$
|
25,725
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap agreements
|
|
$
|
—
|
|
|
$
|
(2,423
|
)
|
|
$
|
—
|
|
|
$
|
(2,423
|
)
|
Commodity derivatives
|
|
$
|
—
|
|
|
$
|
(1,417
|
)
|
|
$
|
—
|
|
|
$
|
(1,417
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
July 31, 2017:
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap agreements
|
|
$
|
—
|
|
|
$
|
583
|
|
|
$
|
—
|
|
|
$
|
583
|
|
Commodity derivatives
|
|
$
|
—
|
|
|
$
|
16,212
|
|
|
$
|
—
|
|
|
$
|
16,212
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap agreements
|
|
$
|
—
|
|
|
$
|
(707
|
)
|
|
$
|
—
|
|
|
$
|
(707
|
)
|
Commodity derivatives
|
|
$
|
—
|
|
|
$
|
(1,258
|
)
|
|
$
|
—
|
|
|
$
|
(1,258
|
)
|
|
|
January 31, 2018
|
||||||||||
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||
Derivative Instrument
|
|
Location
|
|
Fair value
|
|
Location
|
|
Fair value
|
||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
||||
Commodity derivatives-propane
|
|
Prepaid expenses and other current assets
|
|
$
|
18,188
|
|
|
Other current liabilities
|
|
$
|
1,417
|
|
Commodity derivatives-propane
|
|
Other assets, net
|
|
7,537
|
|
|
Other liabilities
|
|
—
|
|
||
Interest rate swap agreements
|
|
Prepaid expenses and other current assets
|
|
—
|
|
|
Other current liabilities
|
|
319
|
|
||
Interest rate swap agreements
|
|
Other assets, net
|
|
—
|
|
|
Other liabilities
|
|
2,104
|
|
||
|
|
Total
|
|
$
|
25,725
|
|
|
Total
|
|
$
|
3,840
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
July 31, 2017
|
||||||||||
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||
Derivative Instrument
|
|
Location
|
|
Fair value
|
|
Location
|
|
Fair value
|
||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
||||
Commodity derivatives-propane
|
|
Prepaid expenses and other current assets
|
|
$
|
11,061
|
|
|
Other current liabilities
|
|
$
|
415
|
|
Commodity derivatives-propane
|
|
Other assets, net
|
|
4,413
|
|
|
Other liabilities
|
|
15
|
|
||
Interest rate swap agreements
|
|
Prepaid expenses and other current assets
|
|
583
|
|
|
Other current liabilities
|
|
595
|
|
||
Interest rate swap agreements
|
|
Other assets, net
|
|
—
|
|
|
Other liabilities
|
|
112
|
|
||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
||||
Commodity derivatives-crude oil
|
|
Prepaid expenses and other current assets
|
|
738
|
|
|
Other current liabilities
|
|
828
|
|
||
|
|
Total
|
|
$
|
16,795
|
|
|
Total
|
|
$
|
1,965
|
|
|
|
January 31, 2018
|
||||||||||
|
|
Assets
|
|
Liabilities
|
||||||||
Description
|
|
Location
|
|
Amount
|
|
Location
|
|
Amount
|
||||
Margin Balances
|
|
Prepaid expenses and other current assets
|
|
$
|
3,018
|
|
|
Other current liabilities
|
|
$
|
12,201
|
|
|
|
Other assets, net
|
|
1,404
|
|
|
Other liabilities
|
|
5,216
|
|
||
|
|
|
|
$
|
4,422
|
|
|
|
|
$
|
17,417
|
|
|
|
July 31, 2017
|
||||||||||
|
|
Assets
|
|
Liabilities
|
||||||||
Description
|
|
Location
|
|
Amount
|
|
Location
|
|
Amount
|
||||
Margin Balances
|
|
Prepaid expenses and other current assets
|
|
$
|
1,778
|
|
|
Other current liabilities
|
|
$
|
7,729
|
|
|
|
Other assets, net
|
|
1,631
|
|
|
Other liabilities
|
|
3,073
|
|
||
|
|
|
|
$
|
3,409
|
|
|
|
|
$
|
10,802
|
|
|
|
For the three months ended January 31, 2018
|
|
|
||||||||||
Derivative Instrument
|
|
Amount of Gain (Loss) Recognized in AOCI
|
|
Location of Gain (Loss) Reclassified from AOCI into Income
|
|
Amount of Gain (Loss) Reclassified from AOCI into Income
|
||||||||
|
|
|
Effective portion
|
|
Ineffective portion
|
|||||||||
Commodity derivatives
|
|
$
|
960
|
|
|
Cost of sales-propane and other gas liquids sales
|
|
$
|
9,886
|
|
|
$
|
—
|
|
Interest rate swap agreements
|
|
112
|
|
|
Interest expense
|
|
(143
|
)
|
|
—
|
|
|||
|
|
$
|
1,072
|
|
|
|
|
$
|
9,743
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
For the three months ended January 31, 2017
|
|
|
||||||||||
Derivative Instrument
|
|
Amount of Gain (Loss) Recognized in AOCI
|
|
Location of Gain (Loss) Reclassified from AOCI into Income
|
|
Amount of Gain (Loss) Reclassified from AOCI into Income
|
||||||||
|
|
|
Effective portion
|
|
Ineffective portion
|
|||||||||
Commodity derivatives
|
|
$
|
14,699
|
|
|
Cost of sales-propane and other gas liquids sales
|
|
$
|
73
|
|
|
$
|
—
|
|
Interest rate swap agreements
|
|
563
|
|
|
Interest expense
|
|
(587
|
)
|
|
—
|
|
|||
|
|
$
|
15,262
|
|
|
|
|
$
|
(514
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||
|
|
For the six months ended January 31, 2018
|
|
|
||||||||||
Derivative Instrument
|
|
Amount of Gain (Loss) Recognized in AOCI
|
|
Location of Gain (Loss) Reclassified from AOCI into Income
|
|
Amount of Gain (Loss) Reclassified from AOCI into Income
|
||||||||
|
|
|
Effective portion
|
|
Ineffective portion
|
|||||||||
Commodity derivatives
|
|
$
|
23,283
|
|
|
Cost of sales-propane and other gas liquids sales
|
|
$
|
14,018
|
|
|
$
|
—
|
|
Interest rate swap agreements
|
|
238
|
|
|
Interest expense
|
|
(326
|
)
|
|
—
|
|
|||
|
|
$
|
23,521
|
|
|
|
|
$
|
13,692
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
For the six months ended January 31, 2017
|
|
|
||||||||||
Derivative Instrument
|
|
Amount of Gain (Loss) Recognized in AOCI
|
|
Location of Gain (Loss) Reclassified from AOCI into Income
|
|
Amount of Gain (Loss) Reclassified from AOCI into Income
|
||||||||
|
|
|
Effective portion
|
|
Ineffective portion
|
|||||||||
Commodity derivatives
|
|
$
|
19,572
|
|
|
Cost of sales-propane and other gas liquids sales
|
|
$
|
(3,523
|
)
|
|
$
|
—
|
|
Interest rate swap agreements
|
|
828
|
|
|
Interest expense
|
|
(1,229
|
)
|
|
—
|
|
|||
|
|
$
|
20,400
|
|
|
|
|
$
|
(4,752
|
)
|
|
$
|
—
|
|
|
|
For the three months ended January 31, 2018
|
||||
Derivatives Not Designated as Hedging Instruments
|
|
Amount of Gain (Loss) Recognized in Income
|
|
Location of Gain (Loss) Recognized in Income
|
||
Commodity derivatives - crude oil
|
|
$
|
(2,080
|
)
|
|
Cost of sales - midstream operations
|
|
|
|
|
|
||
|
|
For the three months ended January 31, 2017
|
||||
Derivatives Not Designated as Hedging Instruments
|
|
Amount of Gain (Loss) Recognized in Income
|
|
Location of Gain (Loss) Recognized in Income
|
||
Commodity derivatives - crude oil
|
|
$
|
(1,007
|
)
|
|
Cost of sales - midstream operations
|
Commodity derivatives - vehicle fuel
|
|
$
|
489
|
|
|
Operating expense
|
|
|
|
|
|
||
|
|
For the six months ended January 31, 2018
|
||||
Derivatives Not Designated as Hedging Instruments
|
|
Amount of Gain (Loss) Recognized in Income
|
|
Location of Gain (Loss) Recognized in Income
|
||
Commodity derivatives - crude oil
|
|
$
|
(3,470
|
)
|
|
Cost of sales - midstream operations
|
|
|
|
|
|
||
|
|
For the six months ended January 31, 2017
|
||||
Derivatives Not Designated as Hedging Instruments
|
|
Amount of Gain (Loss) Recognized in Income
|
|
Location of Gain (Loss) Recognized in Income
|
||
Commodity derivatives - crude oil
|
|
$
|
(2,248
|
)
|
|
Cost of sales - midstream operations
|
Commodity derivatives - vehicle fuel
|
|
$
|
1,516
|
|
|
Operating expense
|
|
|
For the six months ended January 31,
|
||||||
Gains and losses on derivatives included in AOCI
|
|
2018
|
|
2017
|
||||
Beginning balance
|
|
$
|
14,648
|
|
|
$
|
(9,815
|
)
|
Change in value of risk management commodity derivatives
|
|
23,283
|
|
|
19,572
|
|
||
Reclassification of (gains) and losses on commodity hedges to cost of sales - propane and other gas liquids sales, net
|
|
(14,018
|
)
|
|
3,523
|
|
||
Change in value of risk management interest rate derivatives
|
|
238
|
|
|
828
|
|
||
Reclassification of losses on interest rate hedges to interest expense
|
|
326
|
|
|
1,229
|
|
||
Ending balance
|
|
$
|
24,477
|
|
|
$
|
15,337
|
|
|
|
For the three months ended January 31,
|
|
For the six months ended January 31,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Operating expense
|
|
$
|
65,291
|
|
|
$
|
61,492
|
|
|
$
|
122,642
|
|
|
$
|
117,206
|
|
|
|
|
|
|
|
|
|
|
||||||||
General and administrative expense
|
|
$
|
8,422
|
|
|
$
|
8,217
|
|
|
$
|
15,930
|
|
|
$
|
16,800
|
|
|
|
Three months ended January 31, 2018
|
||||||||||||||
|
|
Propane operations and related equipment sales
|
|
Midstream operations
|
|
Corporate
|
|
Total
|
||||||||
Segment revenues
|
|
$
|
637,880
|
|
|
$
|
117,276
|
|
|
$
|
—
|
|
|
$
|
755,156
|
|
Direct costs (1)
|
|
507,386
|
|
|
114,929
|
|
|
12,213
|
|
|
634,528
|
|
||||
Adjusted EBITDA
|
|
$
|
130,494
|
|
|
$
|
2,347
|
|
|
$
|
(12,213
|
)
|
|
$
|
120,628
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Three months ended January 31, 2017
|
||||||||||||||
|
|
Propane operations and related equipment sales
|
|
Midstream operations
|
|
Corporate
|
|
Total
|
||||||||
Segment revenues
|
|
$
|
482,463
|
|
|
$
|
96,787
|
|
|
$
|
—
|
|
|
$
|
579,250
|
|
Direct costs (1)
|
|
370,175
|
|
|
93,718
|
|
|
10,326
|
|
|
474,219
|
|
||||
Adjusted EBITDA
|
|
$
|
112,288
|
|
|
$
|
3,069
|
|
|
$
|
(10,326
|
)
|
|
$
|
105,031
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Six months ended January 31, 2018
|
||||||||||||||
|
|
Propane operations and related equipment sales
|
|
Midstream operations
|
|
Corporate
|
|
Total
|
||||||||
Segment revenues
|
|
$
|
971,775
|
|
|
$
|
238,036
|
|
|
$
|
—
|
|
|
$
|
1,209,811
|
|
Direct costs (1)
|
|
810,715
|
|
|
228,830
|
|
|
23,422
|
|
|
1,062,967
|
|
||||
Adjusted EBITDA
|
|
$
|
161,060
|
|
|
$
|
9,206
|
|
|
$
|
(23,422
|
)
|
|
$
|
146,844
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Six months ended January 31, 2017
|
||||||||||||||
|
|
Propane operations and related equipment sales
|
|
Midstream operations
|
|
Corporate
|
|
Total
|
||||||||
Segment revenues
|
|
$
|
753,961
|
|
|
$
|
204,831
|
|
|
$
|
—
|
|
|
$
|
958,792
|
|
Direct costs (1)
|
|
607,189
|
|
|
196,490
|
|
|
21,063
|
|
|
824,742
|
|
||||
Adjusted EBITDA
|
|
$
|
146,772
|
|
|
$
|
8,341
|
|
|
$
|
(21,063
|
)
|
|
$
|
134,050
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended January 31,
|
|
Six months ended January 31,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net earnings (loss)
|
|
$
|
6,847
|
|
|
$
|
42,600
|
|
|
$
|
(32,852
|
)
|
|
$
|
3,160
|
|
Income tax expense (benefit)
|
|
(167
|
)
|
|
588
|
|
|
204
|
|
|
(3
|
)
|
||||
Interest expense
|
|
34,058
|
|
|
32,748
|
|
|
66,254
|
|
|
64,146
|
|
||||
Depreciation and amortization expense
|
|
25,485
|
|
|
25,607
|
|
|
51,217
|
|
|
51,809
|
|
||||
EBITDA
|
|
66,223
|
|
|
101,543
|
|
|
84,823
|
|
|
119,112
|
|
||||
Non-cash employee stock ownership plan compensation charge
|
|
4,031
|
|
|
2,945
|
|
|
7,993
|
|
|
6,699
|
|
||||
Non-cash stock-based compensation charge
|
|
—
|
|
|
1,417
|
|
|
—
|
|
|
3,298
|
|
||||
Asset impairments
|
|
10,005
|
|
|
—
|
|
|
10,005
|
|
|
—
|
|
||||
Loss on asset sales and disposals
|
|
39,249
|
|
|
45
|
|
|
40,144
|
|
|
6,468
|
|
||||
Other income, net
|
|
(684
|
)
|
|
(763
|
)
|
|
(1,195
|
)
|
|
(1,271
|
)
|
||||
Severance costs
|
|
—
|
|
|
490
|
|
|
1,663
|
|
|
1,959
|
|
||||
Professional fees
|
|
2,118
|
|
|
—
|
|
|
2,118
|
|
|
—
|
|
||||
Unrealized (non-cash) loss (gain) on changes in fair value of derivatives not designated as hedging instruments
|
|
(314
|
)
|
|
(646
|
)
|
|
1,293
|
|
|
(2,215
|
)
|
||||
Adjusted EBITDA
|
|
$
|
120,628
|
|
|
$
|
105,031
|
|
|
$
|
146,844
|
|
|
$
|
134,050
|
|
Assets
|
|
January 31, 2018
|
|
July 31, 2017
|
||||
Propane operations and related equipment sales
|
|
$
|
1,361,856
|
|
|
$
|
1,194,905
|
|
Midstream operations
|
|
309,952
|
|
|
399,356
|
|
||
Corporate
|
|
15,242
|
|
|
15,687
|
|
||
Total consolidated assets
|
|
$
|
1,687,050
|
|
|
$
|
1,609,948
|
|
|
|
Six months ended January 31, 2018
|
||||||||||||||
|
|
Propane operations and related equipment sales
|
|
Midstream operations
|
|
Corporate
|
|
Total
|
||||||||
Capital expenditures:
|
|
|
|
|
|
|
|
|
||||||||
Maintenance
|
|
$
|
12,016
|
|
|
$
|
182
|
|
|
$
|
1,245
|
|
|
$
|
13,443
|
|
Growth
|
|
18,311
|
|
|
1,013
|
|
|
—
|
|
|
19,324
|
|
||||
Total
|
|
$
|
30,327
|
|
|
$
|
1,195
|
|
|
$
|
1,245
|
|
|
$
|
32,767
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
Six months ended January 31, 2017
|
||||||||||||||
|
|
Propane operations and related equipment sales
|
|
Midstream operations
|
|
Corporate
|
|
Total
|
||||||||
Capital expenditures:
|
|
|
|
|
|
|
|
|
||||||||
Maintenance
|
|
$
|
5,551
|
|
|
$
|
204
|
|
|
$
|
1,484
|
|
|
$
|
7,239
|
|
Growth
|
|
9,857
|
|
|
—
|
|
|
—
|
|
|
9,857
|
|
||||
Total
|
|
$
|
15,408
|
|
|
$
|
204
|
|
|
$
|
1,484
|
|
|
$
|
17,096
|
|
FERRELLGAS, L.P. AND SUBSIDIARIES
|
|||||||||||||||||||||||
CONDENSED CONSOLIDATING BALANCE SHEETS
|
|||||||||||||||||||||||
(in thousands)
|
|||||||||||||||||||||||
|
As of January 31, 2018
|
||||||||||||||||||||||
|
Ferrellgas, L.P. (Parent and Co-Issuer)
|
|
Ferrellgas Finance Corp. (Co-Issuer)
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
13,954
|
|
|
$
|
1
|
|
|
$
|
216
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,171
|
|
Accounts and notes receivable, net
|
(3,004
|
)
|
|
—
|
|
|
23,832
|
|
|
235,150
|
|
|
—
|
|
|
255,978
|
|
||||||
Intercompany receivables
|
37,988
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37,988
|
)
|
|
—
|
|
||||||
Inventories
|
95,097
|
|
|
—
|
|
|
14,995
|
|
|
—
|
|
|
—
|
|
|
110,092
|
|
||||||
Assets held for sale
|
—
|
|
|
—
|
|
|
52,200
|
|
|
—
|
|
|
—
|
|
|
52,200
|
|
||||||
Prepaid expenses and other current assets
|
33,630
|
|
|
—
|
|
|
7,762
|
|
|
1
|
|
|
—
|
|
|
41,393
|
|
||||||
Total current assets
|
177,665
|
|
|
1
|
|
|
99,005
|
|
|
235,151
|
|
|
(37,988
|
)
|
|
473,834
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property, plant and equipment, net
|
547,441
|
|
|
—
|
|
|
98,886
|
|
|
—
|
|
|
—
|
|
|
646,327
|
|
||||||
Goodwill, net
|
246,098
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
246,098
|
|
||||||
Intangible assets, net
|
127,316
|
|
|
—
|
|
|
115,763
|
|
|
—
|
|
|
—
|
|
|
243,079
|
|
||||||
Intercompany receivables
|
450,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(450,000
|
)
|
|
—
|
|
||||||
Investments in consolidated subsidiaries
|
(80,685
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80,685
|
|
|
—
|
|
||||||
Other assets, net
|
39,847
|
|
|
—
|
|
|
37,432
|
|
|
433
|
|
|
—
|
|
|
77,712
|
|
||||||
Total assets
|
$
|
1,507,682
|
|
|
$
|
1
|
|
|
$
|
351,086
|
|
|
$
|
235,584
|
|
|
$
|
(407,303
|
)
|
|
$
|
1,687,050
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
|
|
|
|
|
|
|
|
|
|||||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Accounts payable
|
$
|
78,054
|
|
|
$
|
—
|
|
|
$
|
3,926
|
|
|
$
|
92
|
|
|
$
|
—
|
|
|
$
|
82,072
|
|
Short-term borrowings
|
261,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
261,200
|
|
||||||
Collateralized note payable
|
—
|
|
|
—
|
|
|
—
|
|
|
166,000
|
|
|
—
|
|
|
166,000
|
|
||||||
Intercompany payables
|
—
|
|
|
—
|
|
|
44,259
|
|
|
(6,271
|
)
|
|
(37,988
|
)
|
|
—
|
|
||||||
Other current liabilities
|
132,047
|
|
|
—
|
|
|
4,074
|
|
|
470
|
|
|
—
|
|
|
136,591
|
|
||||||
Total current liabilities
|
471,301
|
|
|
—
|
|
|
52,259
|
|
|
160,291
|
|
|
(37,988
|
)
|
|
645,863
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term debt
|
1,462,936
|
|
|
—
|
|
|
450,037
|
|
|
—
|
|
|
(450,000
|
)
|
|
1,462,973
|
|
||||||
Other liabilities
|
30,653
|
|
|
—
|
|
|
4,769
|
|
|
—
|
|
|
—
|
|
|
35,422
|
|
||||||
Contingencies and commitments
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Partners' capital (deficit):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Partners' equity
|
(481,801
|
)
|
|
1
|
|
|
(155,979
|
)
|
|
75,293
|
|
|
80,685
|
|
|
(481,801
|
)
|
||||||
Accumulated other comprehensive income
|
24,593
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,593
|
|
||||||
Total partners' capital (deficit)
|
(457,208
|
)
|
|
1
|
|
|
(155,979
|
)
|
|
75,293
|
|
|
80,685
|
|
|
(457,208
|
)
|
||||||
Total liabilities and partners' capital (deficit)
|
$
|
1,507,682
|
|
|
$
|
1
|
|
|
$
|
351,086
|
|
|
$
|
235,584
|
|
|
$
|
(407,303
|
)
|
|
$
|
1,687,050
|
|
|
|
|
|
|
|
|
FERRELLGAS, L.P. AND SUBSIDIARIES
|
|||||||||||||||||||||||
CONDENSED CONSOLIDATING BALANCE SHEETS
|
|||||||||||||||||||||||
(in thousands)
|
|||||||||||||||||||||||
|
As of July 31, 2017
|
||||||||||||||||||||||
|
Ferrellgas, L.P. (Parent and Co-Issuer)
|
|
Ferrellgas Finance Corp. (Co-Issuer)
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
5,327
|
|
|
$
|
1
|
|
|
$
|
373
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,701
|
|
Accounts and notes receivable, net
|
(3,132
|
)
|
|
—
|
|
|
58,618
|
|
|
109,598
|
|
|
—
|
|
|
165,084
|
|
||||||
Intercompany receivables
|
39,877
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39,877
|
)
|
|
—
|
|
||||||
Inventories
|
78,963
|
|
|
—
|
|
|
13,589
|
|
|
—
|
|
|
—
|
|
|
92,552
|
|
||||||
Prepaid expenses and other current assets
|
26,106
|
|
|
—
|
|
|
7,314
|
|
|
6
|
|
|
—
|
|
|
33,426
|
|
||||||
Total current assets
|
147,141
|
|
|
1
|
|
|
79,894
|
|
|
109,604
|
|
|
(39,877
|
)
|
|
296,763
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property, plant and equipment, net
|
537,582
|
|
|
—
|
|
|
194,341
|
|
|
—
|
|
|
—
|
|
|
731,923
|
|
||||||
Goodwill, net
|
246,098
|
|
|
—
|
|
|
10,005
|
|
|
—
|
|
|
—
|
|
|
256,103
|
|
||||||
Intangible assets, net
|
128,209
|
|
|
—
|
|
|
122,893
|
|
|
—
|
|
|
—
|
|
|
251,102
|
|
||||||
Intercompany receivables
|
450,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(450,000
|
)
|
|
—
|
|
||||||
Investments in consolidated subsidiaries
|
(53,915
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53,915
|
|
|
—
|
|
||||||
Other assets, net
|
35,862
|
|
|
—
|
|
|
37,618
|
|
|
577
|
|
|
—
|
|
|
74,057
|
|
||||||
Total assets
|
$
|
1,490,977
|
|
|
$
|
1
|
|
|
$
|
444,751
|
|
|
$
|
110,181
|
|
|
$
|
(435,962
|
)
|
|
$
|
1,609,948
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
|
|
|
|
|
|
|
|
|
|||||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Accounts payable
|
$
|
44,026
|
|
|
$
|
—
|
|
|
$
|
41,345
|
|
|
$
|
190
|
|
|
$
|
—
|
|
|
$
|
85,561
|
|
Short-term borrowings
|
59,781
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59,781
|
|
||||||
Collateralized note payable
|
—
|
|
|
—
|
|
|
—
|
|
|
69,000
|
|
|
—
|
|
|
69,000
|
|
||||||
Intercompany payables
|
—
|
|
|
—
|
|
|
41,645
|
|
|
(1,768
|
)
|
|
(39,877
|
)
|
|
—
|
|
||||||
Other current liabilities
|
118,039
|
|
|
—
|
|
|
3,776
|
|
|
201
|
|
|
—
|
|
|
122,016
|
|
||||||
Total current liabilities
|
221,846
|
|
|
—
|
|
|
86,766
|
|
|
67,623
|
|
|
(39,877
|
)
|
|
336,358
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term debt
|
1,649,139
|
|
|
—
|
|
|
450,131
|
|
|
—
|
|
|
(450,000
|
)
|
|
1,649,270
|
|
||||||
Other liabilities
|
26,790
|
|
|
—
|
|
|
4,300
|
|
|
28
|
|
|
—
|
|
|
31,118
|
|
||||||
Contingencies and commitments
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Partners' capital (deficit):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Partners' equity
|
(421,562
|
)
|
|
1
|
|
|
(96,446
|
)
|
|
42,530
|
|
|
53,915
|
|
|
(421,562
|
)
|
||||||
Accumulated other comprehensive income
|
14,764
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,764
|
|
||||||
Total partners' capital (deficit)
|
(406,798
|
)
|
|
1
|
|
|
(96,446
|
)
|
|
42,530
|
|
|
53,915
|
|
|
(406,798
|
)
|
||||||
Total liabilities and partners' capital (deficit)
|
$
|
1,490,977
|
|
|
$
|
1
|
|
|
$
|
444,751
|
|
|
$
|
110,181
|
|
|
$
|
(435,962
|
)
|
|
$
|
1,609,948
|
|
|
|
|
|
|
|
|
FERRELLGAS, L.P. AND SUBSIDIARIES
|
|||||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
|
|||||||||||||||||||||||
(in thousands)
|
|||||||||||||||||||||||
|
|
||||||||||||||||||||||
|
For the three months ended January 31, 2018
|
||||||||||||||||||||||
|
Ferrellgas, L.P. (Parent and Co-Issuer)
|
|
Ferrellgas Finance Corp. (Co-Issuer)
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Propane and other gas liquids sales
|
$
|
592,275
|
|
|
$
|
—
|
|
|
$
|
(36
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
592,239
|
|
Midstream operations
|
—
|
|
|
—
|
|
|
117,276
|
|
|
—
|
|
|
—
|
|
|
117,276
|
|
||||||
Other
|
22,707
|
|
|
—
|
|
|
22,934
|
|
|
—
|
|
|
—
|
|
|
45,641
|
|
||||||
Total revenues
|
614,982
|
|
|
—
|
|
|
140,174
|
|
|
—
|
|
|
—
|
|
|
755,156
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of sales - propane and other gas liquids sales
|
362,927
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
362,918
|
|
||||||
Cost of sales - midstream operations
|
—
|
|
|
—
|
|
|
107,067
|
|
|
—
|
|
|
—
|
|
|
107,067
|
|
||||||
Cost of sales - other
|
2,853
|
|
|
—
|
|
|
17,934
|
|
|
—
|
|
|
—
|
|
|
20,787
|
|
||||||
Operating expense
|
114,096
|
|
|
—
|
|
|
9,795
|
|
|
1,833
|
|
|
(2,008
|
)
|
|
123,716
|
|
||||||
Depreciation and amortization expense
|
18,521
|
|
|
—
|
|
|
6,893
|
|
|
71
|
|
|
—
|
|
|
25,485
|
|
||||||
General and administrative expense
|
13,833
|
|
|
3
|
|
|
1,054
|
|
|
—
|
|
|
—
|
|
|
14,890
|
|
||||||
Equipment lease expense
|
6,862
|
|
|
—
|
|
|
92
|
|
|
—
|
|
|
—
|
|
|
6,954
|
|
||||||
Non-cash employee stock ownership plan compensation charge
|
4,031
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,031
|
|
||||||
Asset impairments
|
—
|
|
|
—
|
|
|
10,005
|
|
|
—
|
|
|
—
|
|
|
10,005
|
|
||||||
Loss on asset sales and disposals
|
555
|
|
|
—
|
|
|
38,694
|
|
|
—
|
|
|
—
|
|
|
39,249
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating income (loss)
|
91,304
|
|
|
(3
|
)
|
|
(51,351
|
)
|
|
(1,904
|
)
|
|
2,008
|
|
|
40,054
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense
|
(21,212
|
)
|
|
—
|
|
|
(11,739
|
)
|
|
(1,107
|
)
|
|
—
|
|
|
(34,058
|
)
|
||||||
Other income (expense), net
|
408
|
|
|
—
|
|
|
276
|
|
|
2,008
|
|
|
(2,008
|
)
|
|
684
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings (loss) before income taxes
|
70,500
|
|
|
(3
|
)
|
|
(62,814
|
)
|
|
(1,003
|
)
|
|
—
|
|
|
6,680
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income tax expense (benefit)
|
82
|
|
|
—
|
|
|
(249
|
)
|
|
—
|
|
|
—
|
|
|
(167
|
)
|
||||||
Equity in earnings (loss) of subsidiary
|
(63,571
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
63,571
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net earnings (loss)
|
6,847
|
|
|
(3
|
)
|
|
(62,565
|
)
|
|
(1,003
|
)
|
|
63,571
|
|
|
6,847
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive loss
|
(8,671
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,671
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive income (loss)
|
$
|
(1,824
|
)
|
|
$
|
(3
|
)
|
|
$
|
(62,565
|
)
|
|
$
|
(1,003
|
)
|
|
$
|
63,571
|
|
|
$
|
(1,824
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
FERRELLGAS, L.P. AND SUBSIDIARIES
|
|||||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
|
|||||||||||||||||||||||
(in thousands)
|
|||||||||||||||||||||||
|
|
||||||||||||||||||||||
|
For the three months ended January 31, 2017
|
||||||||||||||||||||||
|
Ferrellgas, L.P. (Parent and Co-Issuer)
|
|
Ferrellgas Finance Corp. (Co-Issuer)
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Propane and other gas liquids sales
|
$
|
437,375
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
437,375
|
|
Midstream operations
|
—
|
|
|
—
|
|
|
96,787
|
|
|
—
|
|
|
—
|
|
|
96,787
|
|
||||||
Other
|
21,609
|
|
|
—
|
|
|
23,479
|
|
|
—
|
|
|
—
|
|
|
45,088
|
|
||||||
Total revenues
|
458,984
|
|
|
—
|
|
|
120,266
|
|
|
—
|
|
|
—
|
|
|
579,250
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of sales - propane and other gas liquids sales
|
235,029
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
235,029
|
|
||||||
Cost of sales - midstream operations
|
—
|
|
|
—
|
|
|
87,024
|
|
|
—
|
|
|
—
|
|
|
87,024
|
|
||||||
Cost of sales - other
|
2,571
|
|
|
—
|
|
|
18,086
|
|
|
—
|
|
|
—
|
|
|
20,657
|
|
||||||
Operating expense
|
103,986
|
|
|
—
|
|
|
9,642
|
|
|
539
|
|
|
(1,091
|
)
|
|
113,076
|
|
||||||
Depreciation and amortization expense
|
18,014
|
|
|
—
|
|
|
7,527
|
|
|
66
|
|
|
—
|
|
|
25,607
|
|
||||||
General and administrative expense
|
11,093
|
|
|
3
|
|
|
1,182
|
|
|
—
|
|
|
—
|
|
|
12,278
|
|
||||||
Equipment lease expense
|
7,267
|
|
|
—
|
|
|
149
|
|
|
—
|
|
|
—
|
|
|
7,416
|
|
||||||
Non-cash employee stock ownership plan compensation charge
|
2,945
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,945
|
|
||||||
Loss on asset sales and disposals
|
73
|
|
|
—
|
|
|
(28
|
)
|
|
—
|
|
|
—
|
|
|
45
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating income (loss)
|
78,006
|
|
|
(3
|
)
|
|
(3,316
|
)
|
|
(605
|
)
|
|
1,091
|
|
|
75,173
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense
|
(21,089
|
)
|
|
—
|
|
|
(11,002
|
)
|
|
(657
|
)
|
|
—
|
|
|
(32,748
|
)
|
||||||
Other income (expense), net
|
304
|
|
|
—
|
|
|
459
|
|
|
1,091
|
|
|
(1,091
|
)
|
|
763
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings (loss) before income taxes
|
57,221
|
|
|
(3
|
)
|
|
(13,859
|
)
|
|
(171
|
)
|
|
—
|
|
|
43,188
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income tax expense
|
103
|
|
|
—
|
|
|
485
|
|
|
—
|
|
|
—
|
|
|
588
|
|
||||||
Equity in earnings (loss) of subsidiary
|
(14,518
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,518
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net earnings (loss)
|
42,600
|
|
|
(3
|
)
|
|
(14,344
|
)
|
|
(171
|
)
|
|
14,518
|
|
|
42,600
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income
|
15,776
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,776
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive income (loss)
|
$
|
58,376
|
|
|
$
|
(3
|
)
|
|
$
|
(14,344
|
)
|
|
$
|
(171
|
)
|
|
$
|
14,518
|
|
|
$
|
58,376
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FERRELLGAS, L.P. AND SUBSIDIARIES
|
|||||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
|
|||||||||||||||||||||||
(in thousands)
|
|||||||||||||||||||||||
|
|
||||||||||||||||||||||
|
For the six months ended January 31, 2018
|
||||||||||||||||||||||
|
Ferrellgas, L.P. (Parent and Co-Issuer)
|
|
Ferrellgas Finance Corp. (Co-Issuer)
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Propane and other gas liquids sales
|
$
|
894,392
|
|
|
$
|
—
|
|
|
$
|
605
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
894,997
|
|
Midstream operations
|
—
|
|
|
—
|
|
|
238,036
|
|
|
—
|
|
|
—
|
|
|
238,036
|
|
||||||
Other
|
39,384
|
|
|
—
|
|
|
37,394
|
|
|
—
|
|
|
—
|
|
|
76,778
|
|
||||||
Total revenues
|
933,776
|
|
|
—
|
|
|
276,035
|
|
|
—
|
|
|
—
|
|
|
1,209,811
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of sales - propane and other gas liquids sales
|
541,746
|
|
|
—
|
|
|
687
|
|
|
—
|
|
|
—
|
|
|
542,433
|
|
||||||
Cost of sales - midstream operations
|
—
|
|
|
—
|
|
|
215,192
|
|
|
—
|
|
|
—
|
|
|
215,192
|
|
||||||
Cost of sales - other
|
5,562
|
|
|
—
|
|
|
28,927
|
|
|
—
|
|
|
—
|
|
|
34,489
|
|
||||||
Operating expense
|
215,328
|
|
|
—
|
|
|
19,058
|
|
|
3,015
|
|
|
(3,223
|
)
|
|
234,178
|
|
||||||
Depreciation and amortization expense
|
36,868
|
|
|
—
|
|
|
14,206
|
|
|
143
|
|
|
—
|
|
|
51,217
|
|
||||||
General and administrative expense
|
24,588
|
|
|
5
|
|
|
3,461
|
|
|
—
|
|
|
—
|
|
|
28,054
|
|
||||||
Equipment lease expense
|
13,510
|
|
|
—
|
|
|
185
|
|
|
—
|
|
|
—
|
|
|
13,695
|
|
||||||
Non-cash employee stock ownership plan compensation charge
|
7,993
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,993
|
|
||||||
Asset impairments
|
—
|
|
|
—
|
|
|
10,005
|
|
|
—
|
|
|
—
|
|
|
10,005
|
|
||||||
Loss on asset sales and disposals
|
1,463
|
|
|
—
|
|
|
38,681
|
|
|
—
|
|
|
—
|
|
|
40,144
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating income (loss)
|
86,718
|
|
|
(5
|
)
|
|
(54,367
|
)
|
|
(3,158
|
)
|
|
3,223
|
|
|
32,411
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense
|
(41,606
|
)
|
|
—
|
|
|
(22,924
|
)
|
|
(1,724
|
)
|
|
—
|
|
|
(66,254
|
)
|
||||||
Other income (expense), net
|
623
|
|
|
—
|
|
|
572
|
|
|
3,223
|
|
|
(3,223
|
)
|
|
1,195
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings (loss) before income taxes
|
45,735
|
|
|
(5
|
)
|
|
(76,719
|
)
|
|
(1,659
|
)
|
|
—
|
|
|
(32,648
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income tax expense
|
72
|
|
|
—
|
|
|
132
|
|
|
—
|
|
|
—
|
|
|
204
|
|
||||||
Equity in earnings (loss) of subsidiary
|
(78,515
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
78,515
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net earnings (loss)
|
(32,852
|
)
|
|
(5
|
)
|
|
(76,851
|
)
|
|
(1,659
|
)
|
|
78,515
|
|
|
(32,852
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income
|
9,829
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,829
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive income (loss)
|
$
|
(23,023
|
)
|
|
$
|
(5
|
)
|
|
$
|
(76,851
|
)
|
|
$
|
(1,659
|
)
|
|
$
|
78,515
|
|
|
$
|
(23,023
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
FERRELLGAS, L.P. AND SUBSIDIARIES
|
|||||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
|
|||||||||||||||||||||||
(in thousands)
|
|||||||||||||||||||||||
|
|
||||||||||||||||||||||
|
For the six months ended January 31, 2017
|
||||||||||||||||||||||
|
Ferrellgas, L.P. (Parent and Co-Issuer)
|
|
Ferrellgas Finance Corp. (Co-Issuer)
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Propane and other gas liquids sales
|
$
|
679,774
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
679,774
|
|
Midstream operations
|
—
|
|
|
—
|
|
|
204,831
|
|
|
—
|
|
|
—
|
|
|
204,831
|
|
||||||
Other
|
38,935
|
|
|
—
|
|
|
35,252
|
|
|
—
|
|
|
—
|
|
|
74,187
|
|
||||||
Total revenues
|
718,709
|
|
|
—
|
|
|
240,083
|
|
|
—
|
|
|
—
|
|
|
958,792
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of sales - propane and other gas liquids sales
|
354,241
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
354,241
|
|
||||||
Cost of sales - midstream operations
|
—
|
|
|
—
|
|
|
181,666
|
|
|
—
|
|
|
—
|
|
|
181,666
|
|
||||||
Cost of sales - other
|
5,001
|
|
|
—
|
|
|
27,402
|
|
|
—
|
|
|
—
|
|
|
32,403
|
|
||||||
Operating expense
|
201,641
|
|
|
—
|
|
|
19,888
|
|
|
(1,566
|
)
|
|
(1,801
|
)
|
|
218,162
|
|
||||||
Depreciation and amortization expense
|
36,291
|
|
|
—
|
|
|
15,399
|
|
|
119
|
|
|
—
|
|
|
51,809
|
|
||||||
General and administrative expense
|
23,956
|
|
|
5
|
|
|
2,586
|
|
|
—
|
|
|
—
|
|
|
26,547
|
|
||||||
Equipment lease expense
|
14,477
|
|
|
—
|
|
|
288
|
|
|
—
|
|
|
—
|
|
|
14,765
|
|
||||||
Non-cash employee stock ownership plan compensation charge
|
6,699
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,699
|
|
||||||
Loss on asset sales and disposals
|
1,520
|
|
|
—
|
|
|
4,948
|
|
|
—
|
|
|
—
|
|
|
6,468
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating income (loss)
|
74,883
|
|
|
(5
|
)
|
|
(12,094
|
)
|
|
1,447
|
|
|
1,801
|
|
|
66,032
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense
|
(41,441
|
)
|
|
—
|
|
|
(21,675
|
)
|
|
(1,027
|
)
|
|
(3
|
)
|
|
(64,146
|
)
|
||||||
Other income (expense), net
|
257
|
|
|
—
|
|
|
1,014
|
|
|
1,798
|
|
|
(1,798
|
)
|
|
1,271
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings (loss) before income taxes
|
33,699
|
|
|
(5
|
)
|
|
(32,755
|
)
|
|
2,218
|
|
|
—
|
|
|
3,157
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income tax expense (benefit)
|
74
|
|
|
—
|
|
|
(77
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
||||||
Equity in earnings (loss) of subsidiary
|
(30,465
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,465
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net earnings (loss)
|
3,160
|
|
|
(5
|
)
|
|
(32,678
|
)
|
|
2,218
|
|
|
30,465
|
|
|
3,160
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income
|
25,152
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,152
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive income (loss)
|
$
|
28,312
|
|
|
$
|
(5
|
)
|
|
$
|
(32,678
|
)
|
|
$
|
2,218
|
|
|
$
|
30,465
|
|
|
$
|
28,312
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FERRELLGAS, L.P. AND SUBSIDIARIES
|
|||||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
|
|||||||||||||||||||||||
(in thousands)
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||||
|
For the six months ended January 31, 2018
|
||||||||||||||||||||||
|
Ferrellgas, L.P. (Parent and Co-Issuer)
|
|
Ferrellgas Finance Corp. (Co-Issuer)
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
(57,734
|
)
|
|
$
|
(5
|
)
|
|
$
|
13,335
|
|
|
$
|
120,563
|
|
|
$
|
(97,000
|
)
|
|
$
|
(20,841
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Business acquisitions, net of cash acquired
|
(14,862
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,862
|
)
|
||||||
Capital expenditures
|
(34,391
|
)
|
|
—
|
|
|
(1,302
|
)
|
|
—
|
|
|
—
|
|
|
(35,693
|
)
|
||||||
Proceeds from sale of assets
|
4,207
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,207
|
|
||||||
Cash collected for purchase of interest in accounts receivable
|
—
|
|
|
—
|
|
|
—
|
|
|
574,783
|
|
|
(574,783
|
)
|
|
—
|
|
||||||
Cash remitted to Ferrellgas, L.P for accounts receivable
|
—
|
|
|
—
|
|
|
—
|
|
|
(671,783
|
)
|
|
671,783
|
|
|
—
|
|
||||||
Net changes in advances with consolidated entities
|
132,748
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(132,748
|
)
|
|
—
|
|
||||||
Net cash provided by (used in) investing activities
|
87,702
|
|
|
—
|
|
|
(1,302
|
)
|
|
(97,000
|
)
|
|
(35,748
|
)
|
|
(46,348
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Distributions
|
(35,380
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35,380
|
)
|
||||||
Proceeds from increase in long-term debt
|
23,580
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,580
|
|
||||||
Payments on long-term debt
|
(1,267
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,267
|
)
|
||||||
Net reductions in short-term borrowings
|
(7,879
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,879
|
)
|
||||||
Net additions to collateralized short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
97,000
|
|
|
—
|
|
|
97,000
|
|
||||||
Net changes in advances with parent
|
—
|
|
|
5
|
|
|
(12,190
|
)
|
|
(120,563
|
)
|
|
132,748
|
|
|
—
|
|
||||||
Cash paid for financing costs
|
(395
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(395
|
)
|
||||||
Net cash provided by (used in) financing activities
|
(21,341
|
)
|
|
5
|
|
|
(12,190
|
)
|
|
(23,563
|
)
|
|
132,748
|
|
|
75,659
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Increase (decrease) in cash and cash equivalents
|
8,627
|
|
|
—
|
|
|
(157
|
)
|
|
—
|
|
|
—
|
|
|
8,470
|
|
||||||
Cash and cash equivalents - beginning of year
|
5,327
|
|
|
1
|
|
|
373
|
|
|
—
|
|
|
—
|
|
|
5,701
|
|
||||||
Cash and cash equivalents - end of year
|
$
|
13,954
|
|
|
$
|
1
|
|
|
$
|
216
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,171
|
|
|
|
|
|
|
|
|
FERRELLGAS, L.P. AND SUBSIDIARIES
|
|||||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
|
|||||||||||||||||||||||
(in thousands)
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||||
|
For the six months ended January 31, 2017
|
||||||||||||||||||||||
|
Ferrellgas, L.P. (Parent and Co-Issuer)
|
|
Ferrellgas Finance Corp. (Co-Issuer)
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
85,916
|
|
|
$
|
(5
|
)
|
|
$
|
(47,221
|
)
|
|
$
|
75,611
|
|
|
$
|
(69,000
|
)
|
|
$
|
45,301
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
(19,686
|
)
|
|
—
|
|
|
(82
|
)
|
|
—
|
|
|
—
|
|
|
(19,768
|
)
|
||||||
Proceeds from sale of assets
|
4,591
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,591
|
|
||||||
Cash collected for purchase of interest in accounts receivable
|
—
|
|
|
—
|
|
|
—
|
|
|
469,600
|
|
|
(469,600
|
)
|
|
—
|
|
||||||
Cash remitted to Ferrellgas, L.P for accounts receivable
|
—
|
|
|
—
|
|
|
—
|
|
|
(538,600
|
)
|
|
538,600
|
|
|
—
|
|
||||||
Net changes in advances with consolidated entities
|
28,408
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,408
|
)
|
|
—
|
|
||||||
Other
|
(37
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37
|
)
|
||||||
Net cash provided by (used in) investing activities
|
13,276
|
|
|
—
|
|
|
(82
|
)
|
|
(69,000
|
)
|
|
40,592
|
|
|
(15,214
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Distributions
|
(84,500
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(84,500
|
)
|
||||||
Contributions from Partners
|
167,640
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
167,640
|
|
||||||
Proceeds from increase in long-term debt
|
36,444
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36,444
|
|
||||||
Payments on long-term debt
|
(172,790
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(172,790
|
)
|
||||||
Net reductions in short-term borrowings
|
(35,692
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35,692
|
)
|
||||||
Net additions to collateralized short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
69,000
|
|
|
—
|
|
|
69,000
|
|
||||||
Net changes in advances with parent
|
—
|
|
|
5
|
|
|
47,198
|
|
|
(75,611
|
)
|
|
28,408
|
|
|
—
|
|
||||||
Cash paid for financing costs
|
(1,422
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,422
|
)
|
||||||
Net cash provided by (used in) financing activities
|
(90,320
|
)
|
|
5
|
|
|
47,198
|
|
|
(6,611
|
)
|
|
28,408
|
|
|
(21,320
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Increase (decrease) in cash and cash equivalents
|
8,872
|
|
|
—
|
|
|
(105
|
)
|
|
—
|
|
|
—
|
|
|
8,767
|
|
||||||
Cash and cash equivalents - beginning of year
|
4,472
|
|
|
1
|
|
|
417
|
|
|
—
|
|
|
—
|
|
|
4,890
|
|
||||||
Cash and cash equivalents - end of year
|
$
|
13,344
|
|
|
$
|
1
|
|
|
$
|
312
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,657
|
|
|
|
|
|
|
|
|
ITEM 2.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
“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;
|
•
|
“water solutions revenues” refers to fees charged for the processing and disposal of salt water as well as the sale of skimming oil;
|
•
|
"crude oil logistics revenues" refers to fees charged for crude oil transportation and logistics services on behalf of producers and end-users of crude oil;
|
•
|
"crude oil sales" refers to crude oil purchased and sold in connection with crude oil transportation and logistics services on behalf of producers and end-users of crude oil;
|
•
|
"crude oil hauled" refers to the crude oil volume in barrels transported through our operation of a fleet of trucks, tank trailers, rail cars and a barge;
|
•
|
"Jamex" refers to Jamex Marketing, LLC;
|
•
|
“salt water volume” refers to the number of barrels of salt water processed at our disposal sites;
|
•
|
“skimming oil” refers to the oil collected from the process used at our salt water disposal wells through a combination of gravity and chemicals to separate crude oil that is dissolved in the salt water;
|
•
|
“Notes” refers to the notes of the condensed consolidated financial statements of Ferrellgas Partners or the operating partnership, as applicable;
|
•
|
"MBbls/d" refers to one thousand barrels per day; and
|
•
|
because Ferrellgas Partners has outstanding
$357.0 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; and
|
•
|
Ferrellgas Partners repurchased common units in fiscal 2017.
|
•
|
Ferrellgas' ability to refinance or replace its secured credit facility and/or its accounts receivable securitization facility;
|
•
|
the effect of weather conditions on the demand for propane;
|
•
|
the prices of wholesale propane, motor fuel and crude oil;
|
•
|
disruptions to the supply of propane;
|
•
|
competition from other industry participants and other energy sources;
|
•
|
energy efficiency and technology advances;
|
•
|
the termination or non-renewal of certain arrangements or agreements;
|
•
|
adverse changes in our relationships with our national tank exchange customers;
|
•
|
significant delays in the collection of, or uncollectibility of, accounts or notes receivable;
|
•
|
customer, counterparty, supplier or vendor defaults;
|
•
|
changes in demand for, and production of, hydrocarbon products;
|
•
|
capacity overbuild of midstream energy infrastructure in our midstream operational areas;
|
•
|
increased trucking regulations;
|
•
|
cost increases that exceed contractual rate increases for our logistics services;
|
•
|
inherent operating and litigation risks in gathering, transporting, handling and storing propane and crude oil;
|
•
|
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.
|
Date
|
|
Maximum leverage ratio
|
|
January 31, 2018
|
|
7.75
|
|
April 30, 2018
|
|
7.75
|
|
July 31, 2018 & thereafter
|
|
5.50
|
|
Date
|
|
Minimum consolidated interest coverage ratio
|
|
January 31, 2018
|
|
1.75
|
|
April 30, 2018
|
|
1.75
|
|
July 31, 2018 & thereafter
|
|
2.50
|
|
|
|
Three months ended January 31,
|
|
Six months ended January 31,
|
||||||||||||
(amounts in thousands)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Total revenues
|
|
$
|
755,156
|
|
|
$
|
579,250
|
|
|
$
|
1,209,811
|
|
|
$
|
958,792
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total cost of sales
|
|
490,772
|
|
|
342,710
|
|
|
792,114
|
|
|
568,310
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating expense
|
|
123,716
|
|
|
113,076
|
|
|
234,178
|
|
|
218,162
|
|
||||
Depreciation and amortization expense
|
|
25,485
|
|
|
25,607
|
|
|
51,217
|
|
|
51,809
|
|
||||
General and administrative expense
|
|
14,891
|
|
|
12,279
|
|
|
28,055
|
|
|
26,548
|
|
||||
Equipment lease expense
|
|
6,954
|
|
|
7,416
|
|
|
13,695
|
|
|
14,765
|
|
||||
Non-cash employee stock ownership plan compensation charge
|
|
4,031
|
|
|
2,945
|
|
|
7,993
|
|
|
6,699
|
|
||||
Asset impairments
|
|
10,005
|
|
|
—
|
|
|
10,005
|
|
|
—
|
|
||||
Loss on asset sales and disposals
|
|
39,249
|
|
|
45
|
|
|
40,144
|
|
|
6,468
|
|
||||
Operating income
|
|
40,053
|
|
|
75,172
|
|
|
32,410
|
|
|
66,031
|
|
||||
Interest expense
|
|
(42,673
|
)
|
|
(36,819
|
)
|
|
(83,480
|
)
|
|
(72,247
|
)
|
||||
Other income, net
|
|
684
|
|
|
763
|
|
|
1,195
|
|
|
1,271
|
|
||||
Earnings (loss) before income taxes
|
|
(1,936
|
)
|
|
39,116
|
|
|
(49,875
|
)
|
|
(4,945
|
)
|
||||
Income tax expense (benefit)
|
|
(162
|
)
|
|
588
|
|
|
215
|
|
|
(2
|
)
|
||||
Net earnings (loss)
|
|
(1,774
|
)
|
|
38,528
|
|
|
(50,090
|
)
|
|
(4,943
|
)
|
||||
Net earnings (loss) attributable to noncontrolling interest
|
|
69
|
|
|
430
|
|
|
(332
|
)
|
|
32
|
|
||||
Net earnings (loss) attributable to Ferrellgas Partners, L.P.
|
|
(1,843
|
)
|
|
38,098
|
|
|
(49,758
|
)
|
|
(4,975
|
)
|
||||
Less: General partner's interest in net earnings (loss)
|
|
(19
|
)
|
|
381
|
|
|
(498
|
)
|
|
(50
|
)
|
||||
Common unitholders' interest in net earnings (loss)
|
|
$
|
(1,824
|
)
|
|
$
|
37,717
|
|
|
$
|
(49,260
|
)
|
|
$
|
(4,925
|
)
|
|
|
Three months ended January 31,
|
|
Six months ended January 31,
|
||||||||||||
(amounts in thousands)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net earnings (loss) attributable to Ferrellgas Partners, L.P.
|
|
$
|
(1,843
|
)
|
|
$
|
38,098
|
|
|
$
|
(49,758
|
)
|
|
$
|
(4,975
|
)
|
Income tax expense (benefit)
|
|
(162
|
)
|
|
588
|
|
|
215
|
|
|
(2
|
)
|
||||
Interest expense
|
|
42,673
|
|
|
36,819
|
|
|
83,480
|
|
|
72,247
|
|
||||
Depreciation and amortization expense
|
|
25,485
|
|
|
25,607
|
|
|
51,217
|
|
|
51,809
|
|
||||
EBITDA
|
|
66,153
|
|
|
101,112
|
|
|
85,154
|
|
|
119,079
|
|
||||
Non-cash employee stock ownership plan compensation charge
|
|
4,031
|
|
|
2,945
|
|
|
7,993
|
|
|
6,699
|
|
||||
Non-cash stock-based compensation charge
|
|
—
|
|
|
1,417
|
|
|
—
|
|
|
3,298
|
|
||||
Asset impairments
|
|
10,005
|
|
|
—
|
|
|
10,005
|
|
|
—
|
|
||||
Loss on asset sales and disposals
|
|
39,249
|
|
|
45
|
|
|
40,144
|
|
|
6,468
|
|
||||
Other income, net
|
|
(684
|
)
|
|
(763
|
)
|
|
(1,195
|
)
|
|
(1,271
|
)
|
||||
Severance costs
|
|
—
|
|
|
490
|
|
|
1,663
|
|
|
1,959
|
|
||||
Professional fees (d)
|
|
2,118
|
|
|
—
|
|
|
2,118
|
|
|
—
|
|
||||
Unrealized (non-cash) loss (gain) on changes in fair value of derivatives not designated as hedging instruments
|
|
(314
|
)
|
|
(646
|
)
|
|
1,293
|
|
|
(2,215
|
)
|
||||
Net earnings (loss) attributable to noncontrolling interest
|
|
69
|
|
|
430
|
|
|
(332
|
)
|
|
32
|
|
||||
Adjusted EBITDA
|
|
120,627
|
|
|
105,030
|
|
|
146,843
|
|
|
134,049
|
|
||||
Net cash interest expense (a)
|
|
(39,734
|
)
|
|
(34,712
|
)
|
|
(77,791
|
)
|
|
(68,330
|
)
|
||||
Maintenance capital expenditures (b)
|
|
(4,640
|
)
|
|
(3,754
|
)
|
|
(13,344
|
)
|
|
(7,076
|
)
|
||||
Cash paid for taxes
|
|
(6
|
)
|
|
(25
|
)
|
|
(12
|
)
|
|
(26
|
)
|
||||
Proceeds from asset sales
|
|
2,999
|
|
|
2,313
|
|
|
4,207
|
|
|
4,033
|
|
||||
Distributable cash flow attributable to equity investors
|
|
79,246
|
|
|
68,852
|
|
|
59,903
|
|
|
62,650
|
|
||||
Distributable cash flow attributable to general partner and non-controlling interest
|
|
1,585
|
|
|
1,377
|
|
|
1,198
|
|
|
1,253
|
|
||||
Distributable cash flow attributable to common unitholders
|
|
77,661
|
|
|
67,475
|
|
|
58,705
|
|
|
61,397
|
|
||||
Less: Distributions paid to common unitholders
|
|
9,716
|
|
|
9,715
|
|
|
19,431
|
|
|
59,506
|
|
||||
Distributable cash flow excess (c)
|
|
$
|
67,945
|
|
|
$
|
57,760
|
|
|
$
|
39,274
|
|
|
$
|
1,891
|
|
(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 is retained to establish reserves for future distributions, reduce debt, fund capital expenditures and for other partnership purposes. Distributable cash flow shortages are funded from previously established reserves, cash on hand or borrowings under our secured credit facility or accounts receivable securitization facility.
|
(d)
|
Professional fees incurred related to a lawsuit.
|
(amounts in thousands)
|
|
|
|
|
|
|
|
|
|||||||
Three months ended January 31,
|
|
2018
|
|
2017
|
|
Increase (Decrease)
|
|||||||||
Propane sales volumes (gallons):
|
|
|
|
|
|
|
|
|
|||||||
Retail - Sales to End Users
|
|
235,071
|
|
|
201,580
|
|
|
33,491
|
|
|
17
|
%
|
|||
Wholesale - Sales to Resellers
|
|
74,942
|
|
|
66,152
|
|
|
8,790
|
|
|
13
|
%
|
|||
|
|
310,013
|
|
|
267,732
|
|
|
42,281
|
|
|
16
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Revenues -
|
|
|
|
|
|
|
|
|
|||||||
Propane and other gas liquids sales:
|
|
|
|
|
|
|
|
|
|||||||
Retail - Sales to End Users
|
|
$
|
417,472
|
|
|
$
|
313,169
|
|
|
$
|
104,303
|
|
|
33
|
%
|
Wholesale - Sales to Resellers
|
|
128,654
|
|
|
103,223
|
|
|
25,431
|
|
|
25
|
%
|
|||
Other Gas Sales (a)
|
|
46,113
|
|
|
20,983
|
|
|
25,130
|
|
|
120
|
%
|
|||
Other (b)
|
|
45,641
|
|
|
45,088
|
|
|
553
|
|
|
1
|
%
|
|||
Propane and related equipment revenues
|
|
$
|
637,880
|
|
|
$
|
482,463
|
|
|
$
|
155,417
|
|
|
32
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Gross Margin -
|
|
|
|
|
|
|
|
|
|||||||
Propane and other gas liquids sales: (c)
|
|
|
|
|
|
|
|
|
|||||||
Retail - Sales to End Users (a)
|
|
$
|
182,129
|
|
|
$
|
158,369
|
|
|
$
|
23,760
|
|
|
15
|
%
|
Wholesale - Sales to Resellers (a)
|
|
47,192
|
|
|
43,977
|
|
|
3,215
|
|
|
7
|
%
|
|||
Other (b)
|
|
24,854
|
|
|
24,431
|
|
|
423
|
|
|
2
|
%
|
|||
Propane and related equipment gross margin
|
|
$
|
254,175
|
|
|
$
|
226,777
|
|
|
$
|
27,398
|
|
|
12
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Operating, general and administrative expense (d)
|
|
$
|
117,306
|
|
|
$
|
106,651
|
|
|
$
|
10,655
|
|
|
10
|
%
|
Equipment lease expense
|
|
6,375
|
|
|
6,704
|
|
|
(329
|
)
|
|
(5
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Operating income
|
|
$
|
101,767
|
|
|
$
|
95,332
|
|
|
$
|
6,435
|
|
|
7
|
%
|
Depreciation and amortization expense
|
|
18,167
|
|
|
18,017
|
|
|
150
|
|
|
1
|
%
|
|||
Loss on asset sales and disposals
|
|
555
|
|
|
73
|
|
|
482
|
|
|
660
|
%
|
|||
Asset impairments
|
|
10,005
|
|
|
—
|
|
|
10,005
|
|
|
NM
|
|
|||
Unrealized (non-cash) gains on changes in fair value of derivatives not designated as hedging instruments
|
|
—
|
|
|
(1,134
|
)
|
|
1,134
|
|
|
100
|
%
|
|||
Adjusted EBITDA
|
|
$
|
130,494
|
|
|
$
|
112,288
|
|
|
$
|
18,206
|
|
|
16
|
%
|
(amounts in thousands)
|
|
|
|
|
|
|
|
|
|||||||
Three months ended January 31,
|
|
2018
|
|
2017
|
|
Increase (Decrease)
|
|||||||||
|
|
|
|
|
|
|
|
|
|||||||
Operating, general and administrative expense (a)
|
|
$
|
13,837
|
|
|
$
|
11,664
|
|
|
$
|
2,173
|
|
|
19
|
%
|
Equipment lease expense
|
|
495
|
|
|
570
|
|
|
(75
|
)
|
|
(13
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Operating loss
|
|
$
|
(19,415
|
)
|
|
$
|
(15,760
|
)
|
|
$
|
(3,655
|
)
|
|
(23
|
)%
|
Depreciation and amortization expense
|
|
1,052
|
|
|
581
|
|
|
471
|
|
|
81
|
%
|
|||
Non-cash employee stock ownership plan compensation charge
|
|
4,031
|
|
|
2,945
|
|
|
1,086
|
|
|
37
|
%
|
|||
Non-cash stock based compensation charge
|
|
—
|
|
|
1,417
|
|
|
(1,417
|
)
|
|
(100
|
)%
|
|||
Severance costs
|
|
—
|
|
|
490
|
|
|
(490
|
)
|
|
NM
|
|
|||
Professional fees (b)
|
|
2,118
|
|
|
—
|
|
|
2,118
|
|
|
NM
|
|
|||
Adjusted EBITDA
|
|
$
|
(12,214
|
)
|
|
$
|
(10,327
|
)
|
|
$
|
(1,887
|
)
|
|
(18
|
)%
|
(amounts in thousands)
|
|
|
|
|
|
|
|
|
|||||||
Six months ended January 31,
|
|
2018
|
|
2017
|
|
Increase (Decrease)
|
|||||||||
Propane sales volumes (gallons):
|
|
|
|
|
|
|
|
|
|||||||
Retail - Sales to End Users
|
|
354,365
|
|
|
312,768
|
|
|
41,597
|
|
|
13
|
%
|
|||
Wholesale - Sales to Resellers
|
|
128,371
|
|
|
118,142
|
|
|
10,229
|
|
|
9
|
%
|
|||
|
|
482,736
|
|
|
430,910
|
|
|
51,826
|
|
|
12
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Revenues -
|
|
|
|
|
|
|
|
|
|||||||
Propane and other gas liquids sales:
|
|
|
|
|
|
|
|
|
|||||||
Retail - Sales to End Users
|
|
$
|
601,266
|
|
|
$
|
461,786
|
|
|
$
|
139,480
|
|
|
30
|
%
|
Wholesale - Sales to Resellers
|
|
227,083
|
|
|
187,442
|
|
|
39,641
|
|
|
21
|
%
|
|||
Other Gas Sales (a)
|
|
66,648
|
|
|
30,546
|
|
|
36,102
|
|
|
118
|
%
|
|||
Other (b)
|
|
76,778
|
|
|
74,187
|
|
|
2,591
|
|
|
3
|
%
|
|||
Propane and related equipment other revenues
|
|
$
|
971,775
|
|
|
$
|
753,961
|
|
|
$
|
217,814
|
|
|
29
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Gross Margin -
|
|
|
|
|
|
|
|
|
|||||||
Propane and other gas liquids sales: (c)
|
|
|
|
|
|
|
|
|
|||||||
Retail - Sales to End Users (a)
|
|
$
|
260,560
|
|
|
$
|
239,754
|
|
|
$
|
20,806
|
|
|
9
|
%
|
Wholesale - Sales to Resellers (a)
|
|
92,004
|
|
|
85,779
|
|
|
6,225
|
|
|
7
|
%
|
|||
Other (b)
|
|
42,289
|
|
|
41,784
|
|
|
505
|
|
|
1
|
%
|
|||
Propane and related equipment gross margin
|
|
$
|
394,853
|
|
|
$
|
367,317
|
|
|
$
|
27,536
|
|
|
7
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Operating, general and administrative expense (d)
|
|
$
|
221,571
|
|
|
$
|
204,510
|
|
|
$
|
17,061
|
|
|
8
|
%
|
Equipment lease expense
|
|
12,580
|
|
|
13,277
|
|
|
(697
|
)
|
|
(5
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Operating income
|
|
$
|
112,979
|
|
|
$
|
111,860
|
|
|
$
|
1,119
|
|
|
1
|
%
|
Depreciation and amortization expense
|
|
36,255
|
|
|
36,150
|
|
|
105
|
|
|
—
|
%
|
|||
Loss on asset sales and disposals
|
|
1,463
|
|
|
1,520
|
|
|
(57
|
)
|
|
(4
|
)%
|
|||
Asset impairments
|
|
10,005
|
|
|
—
|
|
|
10,005
|
|
|
NM
|
|
|||
Severance costs
|
|
358
|
|
|
253
|
|
|
105
|
|
|
42
|
%
|
|||
Unrealized (non-cash) gains on changes in fair value of derivatives not designated as hedging instruments
|
|
—
|
|
|
(3,011
|
)
|
|
3,011
|
|
|
NM
|
|
|||
Adjusted EBITDA
|
|
$
|
161,060
|
|
|
$
|
146,772
|
|
|
$
|
14,288
|
|
|
10
|
%
|
(amounts in thousands)
|
|
|
|
|
|
|
|
|
|||||||
Six months ended January 31,
|
|
2018
|
|
2017
|
|
Increase (Decrease)
|
|||||||||
|
|
|
|
|
|
|
|
|
|||||||
Operating, general and administrative expense (a)
|
|
$
|
24,594
|
|
|
$
|
24,623
|
|
|
$
|
(29
|
)
|
|
—
|
%
|
Equipment lease expense
|
|
947
|
|
|
1,217
|
|
|
(270
|
)
|
|
(22
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Operating loss
|
|
$
|
(35,516
|
)
|
|
$
|
(33,882
|
)
|
|
$
|
(1,634
|
)
|
|
(5
|
)%
|
Depreciation and amortization expense
|
|
1,982
|
|
|
1,343
|
|
|
639
|
|
|
48
|
%
|
|||
Non-cash employee stock ownership plan compensation charge
|
|
7,993
|
|
|
6,699
|
|
|
1,294
|
|
|
19
|
%
|
|||
Non-cash stock based compensation charge
|
|
—
|
|
|
3,298
|
|
|
(3,298
|
)
|
|
NM
|
|
|||
Severance costs
|
|
—
|
|
|
1,479
|
|
|
(1,479
|
)
|
|
NM
|
|
|||
Professional fees (b)
|
|
2,118
|
|
|
—
|
|
|
2,118
|
|
|
NM
|
|
|||
Adjusted EBITDA
|
|
$
|
(23,423
|
)
|
|
$
|
(21,063
|
)
|
|
$
|
(2,360
|
)
|
|
(11
|
)%
|
•
|
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;
|
•
|
a significant delay in the collection of accounts or notes receivable;
|
•
|
a failure to execute our debt and interest expense reduction 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.
|
|
Distributable Cash Flow to equity investors
|
|
Cash reserves (deficiency) approved by our General Partner
|
|
Cash distributions paid to equity investors
|
|
DCF ratio
|
|||||||
Six months ended January 31, 2018
|
$
|
59,903
|
|
|
$
|
39,919
|
|
|
$
|
19,984
|
|
|
|
|
For the year ended July 31, 2017
|
77,182
|
|
|
(3,601
|
)
|
|
80,783
|
|
|
|
||||
Less: Six months ended January 31, 2017
|
62,650
|
|
|
1,850
|
|
|
60,800
|
|
|
|
||||
Twelve months ended January 31, 2018
|
$
|
74,435
|
|
|
$
|
34,468
|
|
|
$
|
39,967
|
|
|
1.86
|
|
|
|
|
|
|
|
|
|
|||||||
Twelve months ended October 31, 2017
|
64,041
|
|
|
24,152
|
|
|
39,889
|
|
|
1.61
|
|
|||
Change
|
$
|
10,394
|
|
|
$
|
10,316
|
|
|
$
|
78
|
|
|
0.25
|
|
•
|
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.
|
•
|
for Base Rate Loans or Swing Line Loans, the Base Rate, which is defined as the higher of (i) the federal funds rate plus 0.50%, (ii) Bank of America’s prime rate; or (iii) the Eurodollar Rate plus 1.00%; plus a margin varying from 0.75% to 3.00%; or
|
•
|
for Eurodollar Rate Loans, the Eurodollar Rate, which is defined as the LIBOR Rate plus a margin varying from 1.75% to 4.00%.
|
|
|
Common unit ownership at
|
|
Distributions (in thousands) paid during the six months ended
|
|||
|
|
January 31, 2018
|
|
January 31, 2018
|
|||
Ferrell Companies (1)
|
|
22,529,361
|
|
|
$
|
4,506
|
|
FCI Trading Corp. (2)
|
|
195,686
|
|
|
40
|
|
|
Ferrell Propane, Inc. (3)
|
|
51,204
|
|
|
10
|
|
|
James E. Ferrell (4)
|
|
4,763,475
|
|
|
952
|
|
Term
|
|
Notional Amount(s) (in thousands)
|
|
Type
|
May 2021
|
|
$140,000
|
|
Pay a floating rate and receive a fixed rate of 6.50%
|
Aug 2018
|
|
$100,000
|
|
Pay a fixed rate of 1.95% and receive a floating rate
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
|
|
Exhibit
Number
|
|
Description
|
|
|
3.1
|
|
|
|
|
3.2
|
|
|
|
|
3.3
|
|
|
|
|
3.4
|
|
|
|
|
3.5
|
|
|
|
|
3.6
|
|
|
|
|
3.7
|
|
|
|
|
3.8
|
|
|
|
|
3.9
|
|
|
|
|
3.10
|
|
|
|
|
3.11
|
|
|
|
|
3.12
|
|
|
|
|
3.13
|
|
|
|
|
4.1
|
|
|
|
|
4.2
|
|
|
|
|
4.3
|
|
|
|
|
4.4
|
|
|
|
|
4.5
|
|
|
|
|
4.6
|
|
|
|
|
4.7
|
|
|
|
|
4.8
|
|
|
|
|
4.9
|
|
|
|
|
4.10
|
|
|
|
|
4.11
|
|
|
|
|
4.12
|
|
|
|
|
4.13
|
|
|
|
|
4.14
|
|
|
|
|
10.1
|
|
|
|
|
10.2
|
|
|
|
|
10.3
|
|
|
|
|
10.4
|
|
|
|
|
10.5
|
|
|
|
|
10.6
|
|
|
|
|
10.7
|
|
|
|
|
10.8
|
|
|
|
|
10.9
|
|
|
|
|
10.10
|
|
|
|
#
|
10.11
|
|
|
|
#
|
10.12
|
|
|
|
#
|
10.13
|
|
|
|
#
|
10.14
|
|
|
|
#
|
10.15
|
|
|
|
#
|
10.16
|
|
|
|
#
|
10.17
|
|
|
|
#
|
10.18
|
|
|
|
#
|
10.19
|
|
.
|
|
#
|
10.20
|
|
|
|
#
|
10.21
|
|
|
|
|
10.22
|
|
|
|
#
|
10.23
|
|
|
|
#
|
10.24
|
|
|
|
+
|
10.25
|
|
|
|
|
10.26
|
|
|
|
|
10.27
|
|
|
|
|
10.28
|
|
|
|
|
10.29
|
|
|
|
|
10.30
|
|
|
|
|
10.31
|
|
|
|
|
10.32
|
|
|
|
|
10.33
|
|
|
|
|
10.34
|
|
|
|
|
10.35
|
|
|
|
|
10.36
|
|
|
|
|
10.37
|
|
|
|
|
10.38
|
|
|
|
#
|
10.39
|
|
|
|
#
|
10.40
|
|
|
|
|
FERRELLGAS PARTNERS, L.P.
|
|
|
|
By Ferrellgas, Inc. (General Partner)
|
|
|
|
|
|
Date:
|
March 8, 2018
|
By
|
/s/ Doran N. Schwartz
|
|
|
|
Doran N. Schwartz
|
|
|
|
Senior Vice President; Chief Financial Officer; Treasurer (Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
|
|
|
FERRELLGAS PARTNERS FINANCE CORP.
|
|
|
|
|
|
Date:
|
March 8, 2018
|
By
|
/s/ Doran N. Schwartz
|
|
|
|
Doran N. Schwartz
|
|
|
|
Chief Financial Officer and Sole Director
|
|
|
|
|
|
|
|
|
|
|
FERRELLGAS, L.P.
|
|
|
|
By Ferrellgas, Inc. (General Partner)
|
|
|
|
|
|
Date:
|
March 8, 2018
|
By
|
/s/ Doran N. Schwartz
|
|
|
|
Doran N. Schwartz
|
|
|
|
Senior Vice President; Chief Financial Officer; Treasurer (Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
|
|
|
FERRELLGAS FINANCE CORP.
|
|
|
|
|
|
Date:
|
March 8, 2018
|
By
|
/s/ Doran N. Schwartz
|
|
|
|
Doran N. Schwartz
|
|
|
|
Chief Financial Officer and Sole Director
|
1.
|
Employee has retired from his position as Sr. Vice President of Operations of Ferrellgas and all its affiliated entities on the Effective Date.
|
2.
|
Further, Ferrellgas agrees to pay Employee his regular base salary through May 23, 2018 and will retain Employee in a consulting and advisory role, from March 8, 2018 through March 8, 2020, (the “Advisory Period”). Employee will be paid $250,000 per annum on the usual bi-weekly pay periods of Ferrell, subject to withholdings and deductions, during and for the Advisory Period. Employee will not be granted any further options or stock appreciation rights. Employee will no longer be deemed to be an advisor to Ferrell, including any affiliates of any Ferrell entity, after the Advisory Period, and no further rights or benefits, including without limitation stock/common unit option or stock appreciation rights or vesting, shall accrue to Employee during or after the Advisory Period. Employee shall not make any 401(k) contributions nor receive any 401(k) matching during the Advisory Period and will voluntarily discontinue deferrals to his Supplemental Savings Plan. Employee will not be entitled to future ESOP allocations after the Effective Date. Employee shall cooperate fully with Ferrell in the transition of his duties, but shall not undertake any duties on behalf of Ferrell and shall not be considered to be operating within the course of any duties unless specifically directed in writing by Ferrell to do so. Employee shall not have the authority, apparent or actual, to enter into agreements on behalf of Ferrell or to otherwise bind the company, and Employee shall not hold himself out to be an officer of Ferrell. Employee shall have access to company offices, telephone systems, computer or email systems or other Ferrell property during the Advisory Period only as specifically authorized in writing by Ferrell. Employee will office from his home and all business communications by him shall be directed to Trent Hampton, Sr. Vice President of Ferrellgas. Employee shall be reimbursed only for previously authorized and reasonable out-of-pocket expenses incurred on behalf of Ferrellgas. Employee agrees to be available to assist and cooperate with Ferrell and to respond in a timely manner to reasonable inquiries from Ferrell senior management. Employee agrees that the confidentiality provisions of his Employee Agreement shall extend to any confidential information (as defined in his Employment Agreement) obtained or developed during this period.
|
3.
|
During the Advisory Period, Ferrellgas shall provide the employer share of any health, vision, and dental coverage in which Employee and his dependents were enrolled as of the Effective Date and Employee’s cost for these benefits will be consistent with the rates charged to active employees during the Advisory Period. Employee acknowledges that the end of the Advisory Period will constitute a "qualifying event" for COBRA purposes. Employee acknowledges such payments are greater than Ferrell’s COBRA obligations.
During the Advisory Period, Ferrellgas shall also provide the employer share of the cost of any life |
4.
|
In exchange for the mutual promises made here, Employee agrees to forever
RELEASE
and
DISCHARGE
Ferrell, all of Ferrell’s affiliated entities, and Ferrell's officers, employees, directors and agents from any and all claims arising from his employment and/or cessation of employment and all debts, obligations, claims, 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, including, but not limited to, any and all claims, demands, rights and/or causes of action, including those which might arise out of allegations relating to a claimed breach of an alleged oral or written employment contract, or relating to purported employment discrimination or civil rights violations, such as, but not limited to, those arising under Title VII of the Civil Rights Act of 1964 and all amendments thereto, Executive Order 11246, as amended, the Age Discrimination in Employment Act of 1967, as amended, the Equal Pay Act, the Rehabilitation Act of 1973, the Americans with Disabilities Act, the Older Workers’ Benefits Protection Act, and/or any other applicable federal, state, or local employment discrimination or retaliation statute, ordinance or common law doctrine which Employee might assert against Ferrell. Employee waives any right to recover in any lawsuit brought on his behalf by any government agency or other person. Except as specifically provided, this paragraph does not release any rights or obligations under this Agreement or any rights or Employee’s interest existing (as of the Effective Date) in the Ferrell Companies, Inc. Incentive Compensation Plan, the Ferrellgas Unit Option Plan, the Ferrell Companies, Inc. Employee Stock Ownership Plan, the Ferrell Companies, Inc. 401(k) Investment Plan, or the Ferrell Companies, Inc. Supplemental Savings Plan. This provision specifically releases any claims by Employee pursuant any employment agreement with Ferrell.
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5.
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Employee acknowledges that he has been employed by Ferrell in a senior management capacity and has supervised employees conducting business throughout the United States, including employees directly involved in the sale, wholesale, and transportation of propane and the purchase and supply of propane, including sale and transport to national and government accounts. In the course of his employment, Employee has received significant Confidential Information (as defined in his Employee Agreement), including specific information regarding Ferrell’s strategies, suppliers, product costs and customers throughout the United States and has participated in all meetings of the executive committee and board of directors of Ferrell. For that reason, and in consideration of the financial benefits granted to Employee pursuant to this Agreement, Employee acknowledges that any employment or consulting engagement in the propane industry or direct or indirect solicitation of customer or employees of Ferrell during the Advisory Period would result in the inevitable disclosure and/or use of such Confidential Information to the detriment of Ferrell. Therefore, Employee agrees not to accept employment or consulting engagement in the retail or wholesale propane distribution or transportation industries in whole or in part within the United States during the Advisory Period or the two-year period immediately following the Effective Date of his retirement. Further, Employee agrees not to divert customers or employees of Ferrell, nor interfere with the relationship between Ferrell and any of its customers and employee during the Advisory Period.
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6.
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Employee agrees to cooperate with Ferrell in the transition plans of Ferrell with respect to his responsibilities
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Employee shall not undertake any further day-to-day responsibilities, except as directed, and shall act in a substantially similar manner as described in Section 2, consistent with his role as an advisor in the Advisory Period.
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7.
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Employee promises not to make any derogatory, disparaging or false statements to any third parties intended to harm the business or personal reputation of Ferrell, its directors, officers and employees, nor to disparage or act contrary to the transition plans of Ferrell.
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8.
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Employee understands and agrees that if he violates any promises, Ferrell may pursue all permissible remedies to redress such violations including seeking repayment of all payments made under this Voluntary Retirement and Release and recovery of costs and reasonable attorney's fees. If Employee violates any promises during the Advisory Period, in addition to its other remedies Ferrell may terminate Employee’s engagement as an advisor and all payments and benefits hereunder.
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9.
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Employee agrees that the surviving terms of his Employee Agreement, his FCI Option Grantee Agreements, any Ferrellgas Partners, L.P. Option Agreements, Stock Appreciation Rights Agreements and any similar employment agreements with Ferrell, which are incorporated herein by reference, are enforceable agreements by the Parties, that his obligations under these agreements inure to the benefit of Ferrell, and that this Voluntary Retirement and Release does not release him from any post-employment obligations under them or under any other contract which obligates Employee not to reveal the Confidential Information of Ferrellgas.
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10.
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Employee acknowledges that there may be existing litigation or regulatory matters of which he may have knowledge. Employee agrees to remain available (upon reasonable prior notice) to consult with Ferrell in connection with any claims or litigation involving Ferrell and any transitional matters involving Employee's prior duties with Ferrell. Ferrell shall reimburse Employee for his reasonable out-of-pocket expenses in connection with such consultation.
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/s/ Randy V. Schott
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Randy V. Schott
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3/8/2018
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Date
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By
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/s/ Trent Hampton
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Date
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3/8/2018
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Trent Hampton
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Sr. Vice President
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1.
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I have reviewed this report on Form 10-Q for the period ended
January 31, 2018
of Ferrellgas Partners, L.P. (the “Registrant”);
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2.
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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;
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3.
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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;
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4.
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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:
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a.
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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;
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b.
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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;
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c.
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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
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d.
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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
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5.
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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):
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a.
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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
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b.
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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.
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1.
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I have reviewed this report on Form 10-Q for the period ended
January 31, 2018
of Ferrellgas Partners, L.P. (the “Registrant”);
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2.
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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;
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3.
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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;
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4.
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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:
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a.
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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;
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b.
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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;
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c.
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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
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d.
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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
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5.
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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):
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a.
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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
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b.
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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.
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1.
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I have reviewed this report on Form 10-Q for the period ended
January 31, 2018
of Ferrellgas Partners Finance Corp. (the “Registrant”);
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2.
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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;
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3.
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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;
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4.
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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:
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a.
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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;
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b.
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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;
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c.
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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
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d.
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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
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5.
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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):
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a.
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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
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b.
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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.
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1.
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I have reviewed this report on Form 10-Q for the period ended
January 31, 2018
of Ferrellgas Partners Finance Corp. (the “Registrant”);
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2.
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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;
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3.
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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;
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4.
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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:
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a.
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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;
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b.
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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;
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c.
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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
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d.
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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
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5.
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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):
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a.
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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
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b.
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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.
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1.
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I have reviewed this report on Form 10-Q for the period ended
January 31, 2018
of Ferrellgas, L.P. (the “Registrant”);
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2.
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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;
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3.
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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;
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4.
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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.
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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;
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b.
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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;
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c.
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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
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d.
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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
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5.
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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):
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a.
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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
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b.
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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.
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1.
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I have reviewed this report on Form 10-Q for the period ended
January 31, 2018
of Ferrellgas, L.P. (the “Registrant”);
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2.
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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;
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3.
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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;
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4.
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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:
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a.
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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;
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b.
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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;
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c.
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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
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d.
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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
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5.
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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):
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a.
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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
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b.
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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.
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1.
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I have reviewed this report on Form 10-Q for the period ended
January 31, 2018
of Ferrellgas Finance Corp. (the “Registrant”);
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2.
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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;
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3.
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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;
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4.
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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:
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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;
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b.
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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;
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c.
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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
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d.
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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
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5.
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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):
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a.
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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
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b.
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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.
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1.
|
I have reviewed this report on Form 10-Q for the period ended
January 31, 2018
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.
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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;
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4.
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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.
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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.
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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
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d.
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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
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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
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b.
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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.
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