FGPRB Ferrellgas Partners LP Unit Ltd Partnership INT (PK)

​

​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

​

FORM 8-K

​

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

​

Date of Report (Date of Earliest Event Reported): September 27, 2024

​

Ferrellgas Partners, L.P.

​

(Exact name of registrant as specified in its charter)

​

​

​

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

​

​

​

​

​

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

​

​

​

​

​

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

​

​

​

​

​

​

​

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

​

​

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:

​

☐  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))

​

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).

​

Ferrellgas Partners, L.P.

​

Emerging growth company ☐

​

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

​

Ferrellgas Partners Finance Corp.

​

Emerging growth company ☐

​

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

​

Ferrellgas, L.P.

​

Emerging growth company ☐

​

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

​

Ferrellgas Finance Corp.

​

Emerging growth company ☐

​

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

​

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

​

​

​

​

​

​

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.

​

Item 7.01 Regulation FD Disclosure.

On September 27, 2024, Ferrellgas Partners, L.P. (OTC Pink: “FGPR”) (“Ferrellgas”) issued a press release regarding its financial results for the fourth fiscal quarter and fiscal year ended July 31, 2024. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

On Friday, September 27, 2024, the Company will conduct a live teleconference on the Internet at https://edge.media-server.com/mmc/p/ur62uncc to discuss the results of operations for the fourth fiscal quarter and fiscal year ended July 31, 2024. The live 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 or through the webcast portal to be answered during live Q&A.

​

Item 9.01             Financial Statements and Exhibits

​

Exhibit 99.1 — Press release of Ferrellgas Partners, L.P. dated September 27, 2024, reporting its financial results for the fourth fiscal quarter and fiscal year ended July 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.

​

​

​

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.

​

​

​

​

Exhibit 99.1

FERRELLGAS PARTNERS, L.P. REPORTS

FULL FISCAL YEAR AND FOURTH QUARTER

FISCAL 2024 RESULTS

Liberty, MO., September 27, 2024 (GLOBE NEWSWIRE) – Ferrellgas Partners, L.P. (OTC: FGPR) (“Ferrellgas” or the “Company”) today reported financial results for its fiscal year (“fiscal 2024”) and the fourth fiscal quarter ended July 31, 2024.

For the fourth fiscal quarter, Adjusted EBITDA, a non-GAAP financial measure, increased by $4.6 million, or 16%, to $33.6 million, compared to $29.0 million in the prior year quarter. Gross profit was flat with an increase of $0.4 million. A $7.7 million decrease in general and administrative expense, after adjusting for a $1.8 million decrease in EBITDA adjustments, and a $3.7 million increase in operating expense,  were the main drivers of the increase in Adjusted EBITDA for the fourth fiscal quarter as compared to the prior year period.

For fiscal 2024, Adjusted EBITDA decreased by $42.8 million, or 12%, to $317.4 million, compared to $360.2 million in fiscal 2023. Gross profit decreased $24.1 million, or 2%. A $24.1 million increase in operating expense and a $3.7 million decrease in general and administrative expense, after adjusting for a $16.7 million decrease in EBITDA adjustments, also contributed to the decrease in Adjusted EBITDA for fiscal 2024 as compared to fiscal 2023.

In sharing fiscal fourth quarter and fiscal 2024 year end results, Tamria Zertuche, President and Chief Executive Officer of Ferrellgas commented, “Last fall we added over 6,000 accounts to our Blue Rhino branded Tank Exchange business knowing the investment in the first half of the year would pay dividends in the high demand season of the fourth quarter. Blue Rhino EBITDA grew 26% over prior year. However, the real story is in this brand’s supply chain excellence. We are fortunate to have some of the best innovators in the industry helping to create opportunities in efficiencies that drive positive results. Removing multiple days of supply across the nationwide network resulted in material improvement in free cash flow and subsequent decreases in capital expenditures for this business over the prior year. The improvements will sustain continued cash flow advantages for the Company. Regarding our retail business, our focus has been on growing our customer base by targeting specific customer types and geographic locations. As with last quarter, we continued to see additional business closings from the effects of inflation, which contributed to a decrease in retail customers in some areas of our national footprint and these decreases were not fully offset by continued customer gains during the year. The modest increase in plant and other expenses are partially attributed to the opening of six locations in growing regions, which is the result of our focus on weather-agnostic opportunities in coastal regions. Our asset strategy is to re-deploy these reclaimed assets related to closed businesses for gallon growth occurring in future periods. Throughout the fourth quarter our highly experienced retail operations professionals have been supporting our strong commercial business while also focusing on seasonal preparedness. We are grateful to have thousands of drivers, service techs, and managers all making sure we are ready for the coming La Nina winter.”

The fourth fiscal quarter increase of $0.4 million in gross profit was driven by a decrease of $1.9 million, or 1%, in cost of product sold, which was partially offset by a decrease of $1.4 million, or 0.4%, in revenues. Gallons sold for the fourth fiscal quarter decreased 6.1 million, or 4%, as the Company continued to see some business closings and effects of inflation. We will be able to re-deploy assets related to these closed businesses for gallon growth occurring in future periods.    

Margin per gallon was favorable with a 4% increase compared to the prior year period. Segment mix, our fixed cost price program for residential customers, and national account pricing improvement continue to drive the trend in margin improvement. The $7.7 million decrease in general and administrative expense noted above was primarily due to a $6.0 million reduction in incentive accruals compared to the prior year period. The $3.7 million increase in operating expense was driven by increases of $5.3 million in plant and other costs and $1.0 million in personnel expense, partially offset by a decrease of $2.6 million in vehicle costs.

1

The fiscal 2024 decrease of $24.1 million, or 2%, in gross profit was driven by a decrease of $189.3 million, or 9%, in revenues, which was partially offset by a decrease of $165.3 million, or 16%, in cost of product sold. This was primarily due to warmer than normal weather, the 5% decrease in retail customers partially related to the business closings noted above, and lower wholesale propane prices at our two major supply points. The 44.3 million, or 5%, year to date decrease in gallons sold correlates with weather that was 10% warmer than normal and 4% warmer than fiscal 2023. Additionally, our two major supply points had wholesale propane prices that averaged 6% and 9% less in fiscal 2024 compared to fiscal 2023, which contributed to the revenues and cost of product decreases. Margin per gallon was also favorable with an increase of 3% in fiscal 2024 compared to the prior year period due to the positive factors noted above.

The fiscal 2024 $24.1 million increase in operating expense compared to fiscal 2023 was driven by increases of $13.1 million in personnel expense, $5.6 million in vehicle expense, and $5.4 million in plant and other costs. Increases of $11.3 million in medical insurance claims paid under our self-insured benefits plan and $6.6 million in payroll costs, partially offset by a $4.7 million decrease for incentive accruals, comprised the change in personnel expense. The increase in vehicle expense was primarily due to increases of $5.7 million for repairs and maintenance and $0.6 million in telematics technology, partially offset by a decrease in fuel costs. The increase in plant and other costs was primarily due to increases of $4.5 million in miscellaneous expense, $1.5 million for property repairs and network costs, and $1.2 million related to legal and general liability costs. These increases were partially offset by a decrease in credit card fees related to a new payment platform, which charges less in processing fees. The $3.7 million decrease in general and administrative expense noted above was primarily due to a $5.4 million reduction in incentive accruals.

We recognized a net loss attributable to Ferrellgas Partners, L.P. of $20.8 million and $29.1 million in the fourth fiscal quarter of fiscal 2024 and 2023, respectively. We recognized net earnings attributable to Ferrellgas Partners, L.P. of $110.2 million and $136.9 million in fiscal 2024 and 2023, respectively. The changes relate to the factors noted above. Operating income per gallon increased $0.06, or 150%, for the fourth fiscal quarter of fiscal 2024 and decreased $0.02, or 7%, for fiscal 2024 compared to the respective prior year periods.

As noted above, the weather can impact our results. The Company continues to progress in steps to be more weather-agnostic, such as our autogas business in which school districts are fueling buses with clean energy. In July 2024, we completed the installation of an 18,000-gallon tank and autogas pumps which will be used to transport nearly 200,000 students to school this year. The school district’s 38 new autogas-fueled buses will use more than 100,000 gallons of propane a year. We also continue to expand our business in other areas of the country outside of the Midwest, such as our fiscal 2024 acquisition of Eastern Sierra Propane in California. As we seek strategic acquisitions throughout the country, this helps to mitigate the impact of weather conditions in a specific region. We also benefit from our tank exchange brand, Blue Rhino, which thrives during warmer weather as customers seek to enjoy the outdoors. As we see power outages from storms and other events, the Company, with its national distribution network, readily steps up to provide easily accessible portable fuel. Both Blue Rhino and Ferrellgas were on hand to help storm victims and support Operation BBQ Relief by providing propane and tanks to fuel meals for those impacted by the storm and first responders in response to Hurricane Beryl, a category one storm which made landfall in Texas in July 2024, in addition to providing an energy source for those without power. Additionally, Blue Rhino realized savings in both the fourth fiscal quarter and fiscal 2024 in its strategy to refurbish displays for use by its retail partners as well as the implementation of supply chain improvements which reduced our capital expenditures in fiscal 2024.  

As a nationwide logistics company, we continue to invest in technology and initiatives to deliver propane to our customers efficiently. In fiscal 2024, we installed more than 10,000 tank monitors on existing residential tanks. We also reduced our skipped stops by 12.6%, which reduced our delivery costs. Our fleet team partnered with national vendors to realize savings in tires, maintenance and short-term rentals. Safety is key to the Company’s operations. Last year, we began the installation of back-up cameras in our vehicles. With over 2,400 cameras installed to date, we have realized a 28% reduction in backing incidents. These initiatives drove the decrease in vehicle costs noted above.

​

2

On Friday, September 27, 2024, the Company will conduct a live teleconference on the Internet at https://edge.media-server.com/mmc/p/ur62uncc to discuss the results of operations for the fiscal year ended July 31, 2024. The live 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 or through the webcast portal to be answered during live Q&A.

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 over 68,000 locations nationwide. 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, 2024, with the Securities and Exchange Commission on September 27, 2024. Investors can request a hard copy of this filing free of charge and obtain more information about the partnership online at www.ferrellgas.com.

Cautionary Note Regarding Forward-Looking Statements

Statements included in this release concerning current estimates, expectations, projections about future results, performance, prospects, opportunities, plans, actions and events and other statements, concerns, or matters that are not historical facts are forward-looking statements as defined under federal securities laws. These statements often use words such as “anticipate,” “believe,” “intend,” “plan,” “projection,” “forecast,” “strategy,” “position,” “continue,” “estimate,” “expect,” “may,” “will,” or the negative of those terms or other variations of them or comparable terminology. 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, including the effect of weather conditions on the demand for propane; the prices of wholesale propane, motor fuel and crude oil; disruptions to the supply of propane; competition from other industry participants and other energy sources; energy efficiency and technology advances; significant delays in the collection of accounts or notes receivable; customer, counterparty, supplier or vendor defaults; changes in demand for, and production of, hydrocarbon products; inherent operating and litigation risks in gathering, transporting, handling and storing propane; 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; economic and political instability, particularly in areas of the world tied to the energy industry, including the ongoing conflicts between Russia and Ukraine and in the Middle East; disruptions in the capital and credit markets; and access to available capital to meet our operating and debt-service requirements. These risks, uncertainties, and other factors also 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, 2024, and in other documents filed from time to time by these entities with the Securities and Exchange Commission. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this release are made only as of the date hereof. Ferrellgas disclaims any intention or obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law.

Contacts

Investor Relations – InvestorRelations@ferrellgas.com

​

3

​

FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except unit data)

​

(unaudited)

​

​

4

​

FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

​

(in thousands, except per unit data)

(unaudited)

​

​

5

​

Supplemental Data and Reconciliation of Non-GAAP Items:

​

6

​

7