FGPR Ferrellgas Partners LP (PK)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

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Date of Report (Date of Earliest Event Reported): March 8, 2024

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Ferrellgas Partners, L.P.

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(Exact name of registrant as specified in its charter)

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Registrant’s telephone number, including area code: 816-792-1600

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Registrant’s telephone number, including area code: 816-792-1600

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Registrant’s telephone number, including area code: 816-792-1600

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Registrant’s telephone number, including area code: 816-792-1600

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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Ferrellgas Partners, L.P.

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Emerging growth company ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Ferrellgas Partners Finance Corp.

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Emerging growth company ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Ferrellgas, L.P.

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Emerging growth company ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Ferrellgas Finance Corp.

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Emerging growth company ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Securities registered pursuant to Section 12(b) of the Act:

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Item 2.02 Results of Operations and Financial Condition.

The information included in Item 7.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.02 of this Current Report on Form 8-K.

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Item 7.01 Regulation FD Disclosure.

On March 8, 2024, Ferrellgas Partners, L.P. (OTC Pink: “FGPR”) (“Ferrellgas”) issued a press release regarding its financial results for the second fiscal quarter ended January 31, 2024. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

On Friday, March 8, 2024, the Company will conduct a teleconference on the Internet at https://edge.media-server.com/mmc/p/5po8ehpw to discuss the results of operations for the second fiscal quarter ended January 31, 2024. The webcast of the teleconference will begin at 8:30 a.m. Central Time (9:30 a.m. Eastern Time). Questions may be submitted via the investor relations e-mail box at InvestorRelations@ferrellgas.com.

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Item 9.01             Financial Statements and Exhibits

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Exhibit 99.1 — Press release of Ferrellgas Partners, L.P. dated March 8, 2024, reporting its financial results for the second fiscal quarter ended January 31, 2024.

Limitation on Materiality and Incorporation by Reference

The information in this Current Report on Form 8-K related to Items 2.02 and 7.01, including Exhibit 99.1 furnished herewith, is being furnished to the SEC pursuant to Item 2.02 and Item 7.01 of Form 8-K and is not deemed to be "filed" with the SEC for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of Section 18. In addition, such information is not to be incorporated by reference into any registration statement of Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp., Ferrellgas, L.P. or Ferrellgas Finance Corp. or other filings of such entities made pursuant to the Exchange Act or the Securities Act, unless specifically identified as being incorporated therein by reference.

The furnishing of particular information in this Current Report, including Exhibit 99.1 furnished herewith, pursuant to Item 7.01 of Form 8-K is not intended to, and does not, constitute a determination or admission by Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp., Ferrellgas, L.P. or Ferrellgas Finance Corp. as to the materiality or completeness of any such information that is required to be disclosed solely by Regulation FD of the Exchange Act.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Exhibit 99.1

FERRELLGAS PARTNERS, L.P. REPORTS

SECOND QUARTER FISCAL 2024 RESULTS

Liberty, MO., March 8, 2024 (GLOBE NEWSWIRE) – Ferrellgas Partners, L.P. (OTC: FGPR) (“Ferrellgas” or the “Company”) today reported financial results for its second fiscal quarter ended January 31, 2024.

“Ferrellgas account managers are one of many high performing teams within Ferrellgas. In the second fiscal quarter, our account managers provided millions of gallons of new business,” said Tamria Zertuche, President and Chief Executive Officer of Ferrellgas. “We believe our General Managers are the best in the industry. Teamed up with the account managers they have grown retail EBITDA, all the while navigating one of the warmest winters on record.”

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Gross profit decreased by $3.9 million, or 1%, for the second fiscal quarter compared to the prior year period. The $74.1 million decrease in revenue was partially offset by a decrease of $70.2 million in cost of product as compared to the prior year period. Our wholesale sales price per gallon partially correlates to the change in the wholesale market price of propane. The wholesale market price at our two major supply points averaged 10.1% and 15.0% less in the second fiscal quarter of 2024 compared to the prior year period. These decreases impacted both the revenue and cost of product changes for the period. As expected, propane market cost reduction and stabilization impacted our current period gross profit. Margin per gallon was $1.26 per gallon and $1.21 per gallon for the second fiscal quarter of fiscal 2024 and 2023, respectively. Operating income per gallon was $0.46 per gallon and $0.44 per gallon for the second fiscal quarter of fiscal 2024 and 2023, respectively.

Gallons sold for the second fiscal quarter of 2024 decreased 13.6 million, or 5%, primarily due to customer attrition related to the impact of continued inflationary conditions across the nation and warmer weather during the quarter as compared to the prior year period.

We recognized net earnings attributable to Ferrellgas Partners, L.P. of $95.8 million and $98.1 million in the second fiscal quarter of fiscal 2024 and 2023, respectively. Operating expense as a percentage of total revenue increased 13% for the second fiscal quarter compared to the prior year period. Operating expense – personnel, vehicle, plant and office increased $2.3 million, or 1%. Lower legal costs compared to the prior year period drove the majority of the $5.9 million decrease in General and administrative expense, partially offset by costs related to the technology investments described above.

Adjusted EBITDA, a non-GAAP financial measure, decreased by $9.0 million, or 6%, to $146.9 million in the second fiscal quarter compared to $155.9 million in the prior year quarter. The change was primarily due to  a $3.9 million decrease in gross profit and, after adjusting for a $9.0 million decrease in Legal fees and settlements related to non-core businesses, a $5.4 million increase in Operating, general and administrative expense.  

In conjunction with our focus on growth, we acquired Eastern Sierra Propane in January 2024 with seller advising support from Matrix Capital Markets Group, Inc. This additional 150-mile service area in the Eastern Sierra mountains was cultivated by owner Tom Sigler over 30 years and complements our existing California service units. The strategic propane gas storage acquired through the sale will benefit our distribution network.

Technology remains a strategic priority as we advance various business initiatives such as the design and implementation of the ERP system noted above. Our digital welcome package and tank monitoring installations are other customer service enhancements. As a nationwide logistics company, we will benefit from having better data, miles and minutes management and pricing tools which in turn will allow us to deliver product to our customers timely and efficiently.

Blue Rhino celebrated its 30^th birthday this year. A special edition tank sleeve is rolling out nationally to commemorate the occasion. Blue Rhino fans have the opportunity to enter a nationwide sweepstakes to become an honorary Chief Grilling Officer and receive a BBQ master class for up to 30 friends. Grilling enthusiasts can also view favorite grilling recipes on our 30^th anniversary e-cookbook in addition to participating in other events.

On Friday, March 8, 2024, the Company will conduct a teleconference at https://edge.media-server.com/mmc/p/5po8ehpw to discuss the results of operations for the second fiscal quarter ended January 31, 2024. The webcast of the teleconference will begin at 8:30 a.m. Central Time (9:30 a.m. Eastern Time). Questions may be submitted via the investor relations e-mail box at InvestorRelations@ferrellgas.com.

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About Ferrellgas

Ferrellgas Partners, L.P., through its operating partnership, Ferrellgas, L.P., and subsidiaries, serves propane customers in all 50 states, the District of Columbia, and Puerto Rico. Its Blue Rhino propane exchange brand is sold at 65,000 locations nationwide. Blue Rhino is proudly celebrating its 30^th birthday this year with an exclusive sweepstakes, prizes, and more. Ferrellgas employees indirectly own 1.1 million Class A Units of the partnership, through an employee stock ownership plan. Ferrellgas Partners, L.P. filed an Annual Report on Form 10-K for the fiscal year ended July 31, 2023 with the Securities and Exchange Commission on September 29, 2023. Investors can request a hard copy of this filing free of charge and obtain more information about the partnership online at www.ferrellgas.com.

Forward-Looking Statements

Statements in this release concerning expectations for the future are forward-looking statements. A variety of known and unknown risks, uncertainties and other factors could cause results, performance, and expectations to differ materially from anticipated results, performance, and expectations. These risks, uncertainties, and other factors include those discussed in the Annual Report on Form 10-K of Ferrellgas Partners, L.P., Ferrellgas, L.P., Ferrellgas Partners Finance Corp., and Ferrellgas Finance Corp. for the fiscal year ended July 31, 2023, and in other documents filed from time to time by these entities with the Securities and Exchange Commission.

Contacts

Investor Relations – InvestorRelations@ferrellgas.com

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FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except unit data)

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(unaudited)

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FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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(in thousands, except per unit data)

(unaudited)

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Supplemental Data and Reconciliation of Non-GAAP Items:

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