UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the quarterly period ended |
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to |
Commission file numbers:
(Exact name of registrants as specified in their charters)
(States or other jurisdictions of incorporation or organization) | (I.R.S. Employer Identification Nos.) | |
| ||
(Address of principal executive office) | (Zip Code) |
Registrants’ telephone number, including area code: (
Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrants have submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrants were required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “Large Accelerated Filer,” “Accelerated Filer,” “Smaller Reporting Company,” and “Emerging Growth Company” in Rule 12b-2 of the Exchange Act.
Ferrellgas Partners, L.P.: | |||
Large Accelerated Filer ☐ | Accelerated Filer ☐ | Smaller Reporting Company | |
Emerging Growth Company |
., Ferrellgas Partners Finance Corp. and : | |||
Large Accelerated Filer ☐ | Accelerated Filer ☐ | Smaller Reporting Company ☒ | |
Emerging Growth Company ☐ |
If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Ferrellgas Partners, L.P. and Ferrellgas, L.P. ☐
Ferrellgas Partners Finance Corp. and Ferrellgas Finance Corp. ☐
Indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act).
Ferrellgas Partners, L.P. and Ferrellgas, L.P. Yes
Ferrellgas Partners Finance Corp. and Ferrellgas Finance Corp. Yes ☒ No ☐
Indicate by check mark whether the registrants have filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Ferrellgas Partners, L.P. and Ferrellgas Partners Finance Corp. Yes ☒ No ☐
Ferrellgas, L.P. and Ferrellgas Finance Corp. N/A
Securities registered pursuant to Section 12(b) of the Act:
of each class: |
| Symbol |
| Name of each exchange on which registered: |
N/A | N/A | N/A |
At November 30, 2022, the registrants had Class A Units, Class B Units or shares of common stock outstanding as follows:
Ferrellgas Partners, L.P. | Class A Units | |
Class B Units | ||
Ferrellgas, L.P. | n/a | n/a |
Ferrellgas Partners Finance Corp. | Common Stock | |
Ferrellgas Finance Corp. | Common Stock |
Documents Incorporated by Reference: None
EACH OF FERRELLGAS PARTNERS FINANCE CORP. AND FERRELLGAS FINANCE CORP. MEET THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(A) AND (B) OF FORM 10-Q AND ARE THEREFORE, WITH RESPECT TO EACH SUCH REGISTRANT, FILING THIS FORM 10-Q WITH THE REDUCED DISCLOSURE FORMAT.
EXPLANATORY NOTE
This report combines the quarterly reports on Form 10-Q for the quarter ended October 31, 2022 of Ferrellgas Partners, L.P. together with its consolidated subsidiaries, including Ferrellgas, L.P., Ferrellgas Partners Finance Corp., and Ferrellgas Finance Corp. Unless stated otherwise or the context otherwise requires, references to “Ferrellgas Partners” refers to Ferrellgas Partners, L.P. itself, without its consolidated subsidiaries. References to the “operating partnership” mean Ferrellgas, L.P., together (except where the context indicates otherwise) with its consolidated subsidiaries, including Ferrellgas Finance Corp. The terms “us,” “we,” “our,” “ours,” “consolidated,” the “Company” or “Ferrellgas” refer to Ferrellgas Partners, L.P. together with its consolidated subsidiaries, including Ferrellgas, L.P., Ferrellgas Partners Finance Corp. and Ferrellgas Finance Corp., except when used in connection with “Class A Units” or “Class B Units,” in which case these terms refer to Ferrellgas Partners, L.P. without its consolidated subsidiaries.
Ferrellgas Partners is a publicly traded Delaware limited partnership formed in 1994 and is primarily engaged in the retail distribution of propane and related equipment sales. Our Class A Units are traded on the OTC Pink Market under the symbol “FPGR.” The operating partnership was formed on April 22, 1994, and accounts for substantially all of our consolidated assets, sales and operating earnings.
Ferrellgas Partners is a holding entity that conducts no operations and has two direct subsidiaries, the operating partnership and Ferrellgas Partners Finance Corp. Our activities are primarily conducted through the operating partnership. Ferrellgas Partners and the Preferred Unitholders are the only limited partners of the operating partnership. Ferrellgas, Inc. is the sole general partner of Ferrellgas Partners and the operating partnership and, excluding the economic interests attributable to the Class B Units and the Preferred Units, owns an approximate 1% general partner economic interest in each, and, therefore, an effective 2% general partner economic interest in the operating partnership. Excluding the economic interests attributable to the Preferred Units, Ferrellgas Partners owns an approximate 99% limited partner interest in the operating partnership.
Our general partner performs all management functions for us. The parent company of our general partner, Ferrell Companies, currently beneficially owns approximately 23.4% of our outstanding Class A Units. Ferrell Companies is owned 100% by an employee stock ownership trust.
We believe that combining the quarterly reports on Form 10-Q for these entities provides the following benefits:
● | enhances investors’ understanding of Ferrellgas Partners and the operating partnership by enabling investors to view the business as a whole in the same manner that management views and operates the business; |
● | eliminates duplicative disclosure and provides a more streamlined and readable presentation, since a substantial portion of the disclosure applies to both Ferrellgas Partners and the operating partnership; and |
● | creates time and cost efficiencies through the preparation of a combined presentation. |
To help investors understand the differences between Ferrellgas Partners and the operating partnership, this report provides separate condensed consolidated financial statements for Ferrellgas Partners and the operating partnership. Noncontrolling interests, Class A Units, Class B Units, shareholders' equity (deficit) and partners' capital (deficit) are the main areas of difference between the condensed consolidated financial statements of Ferrellgas Partners and those of the operating partnership. A single set of notes to condensed consolidated financial statements is presented that includes separate discussions for Ferrellgas Partners and the operating partnership, when applicable. A combined Management's Discussion and Analysis of Financial Condition and Results of Operations section is also included that presents combined information and discrete information related to each entity, as applicable.
In order to highlight the differences between Ferrellgas Partners and the operating partnership, this report includes the following sections that provide separate financial information for Ferrellgas Partners and the operating partnership:
● | condensed consolidated financial statements; and |
● | certain accompanying notes to condensed consolidated financial statements, which denote “Ferrellgas Partners” and “The operating partnership” in sections where applicable. |
2
FERRELLGAS PARTNERS, L.P.
FERRELLGAS PARTNERS FINANCE CORP.
FERRELLGAS, L.P.
FERRELLGAS FINANCE CORP.
TABLE OF CONTENTS
3
PART I - FINANCIAL INFORMATION
ITEM 1. | FINANCIAL STATEMENTS (unaudited) |
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except unit data)
(unaudited)
| October 31, 2022 |
| July 31, 2022 | |||
ASSETS | ||||||
Current assets: | ||||||
Cash and cash equivalents (including $ | $ | | $ | | ||
Accounts and notes receivable, net |
| |
| | ||
Inventories |
| |
| | ||
Price risk management asset | | | ||||
Prepaid expenses and other current assets |
| |
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Total current assets |
| |
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Property, plant and equipment, net |
| |
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Goodwill, net |
| |
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Intangible assets (net of accumulated amortization of $ |
| |
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Operating lease right-of-use assets | | | ||||
Other assets, net |
| |
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Total assets | $ | | $ | | ||
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LIABILITIES, MEZZANINE AND EQUITY (DEFICIT) |
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Current liabilities: |
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Accounts payable | $ | | $ | | ||
Broker margin deposit liability |
| |
| | ||
Short-term borrowing | | — | ||||
Current portion of long-term debt | | | ||||
Current operating lease liabilities | | | ||||
Other current liabilities |
| |
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Total current liabilities | | | ||||
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Long-term debt |
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Operating lease liabilities | | | ||||
Other liabilities |
| |
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Contingencies and commitments (Note L) | ||||||
Mezzanine equity: | ||||||
Senior preferred units, net of issue discount and offering costs ( | | | ||||
Equity (Deficit): |
|
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|
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Limited partner unitholders |
|
| ||||
Class A ( | ( | ( | ||||
Class B ( | | | ||||
General partner unitholder ( |
| ( |
| ( | ||
Accumulated other comprehensive (loss) income |
| ( |
| | ||
Total Ferrellgas Partners, L.P. deficit |
| ( |
| ( | ||
Noncontrolling interest |
| ( |
| ( | ||
Total deficit |
| ( |
| ( | ||
Total liabilities, mezzanine and deficit | $ | | $ | |
See notes to condensed consolidated financial statements.
4
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per unit data)
(unaudited)
For the three months ended October 31, | |||||||
| 2022 |
| 2021 |
| |||
Revenues: | |||||||
Propane and other gas liquids sales | $ | | $ | | |||
Other |
| |
| | |||
Total revenues |
| |
| | |||
|
|
|
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Costs and expenses: |
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|
| ||||
Cost of sales - propane and other gas liquids sales |
| |
| | |||
Cost of sales - other |
| |
| | |||
Operating expense - personnel, vehicle, plant and other |
| |
| | |||
Operating expense - equipment lease expense | |
| | ||||
Depreciation and amortization expense |
| |
| | |||
General and administrative expense |
| |
| | |||
Non-cash employee stock ownership plan compensation charge |
| |
| | |||
Loss on asset sales and disposals |
| |
| | |||
|
|
|
| ||||
Operating income |
| |
| | |||
Interest expense |
| ( |
| ( | |||
Other income, net |
| |
| | |||
Loss before income taxes |
| ( |
| ( | |||
Income tax expense |
| |
| | |||
Net loss |
| ( |
| ( | |||
Net loss attributable to noncontrolling interest |
| ( |
| ( | |||
Net loss attributable to Ferrellgas Partners, L.P. | $ | ( | $ | ( | |||
Class A unitholders' interest in net loss (Note M) | $ | ( | $ | ( | |||
Basic and diluted net loss per Class A Unit (Note M) | $ | ( | $ | ( | |||
See notes to condensed consolidated financial statements.
5
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
(unaudited)
For the three months ended October 31, | ||||||
| 2022 |
| 2021 | |||
Net loss | $ | ( | $ | ( | ||
Other comprehensive (loss) income: | ||||||
Change in value of risk management derivatives |
| ( |
| | ||
Reclassification of gains on derivatives to earnings, net |
| ( |
| ( | ||
Other comprehensive (loss) income |
| ( |
| | ||
Comprehensive (loss) income |
| ( |
| | ||
Comprehensive loss attributable to noncontrolling interest |
| |
| | ||
Comprehensive (loss) income attributable to Ferrellgas Partners, L.P. | $ | ( | $ | |
See notes to condensed consolidated financial statements.
6
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF EQUITY (DEFICIT)
(in thousands)
(unaudited)
|
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|
|
| |||||||||||||||||||||||
Number of units | Accumulated | Total Ferrellgas | |||||||||||||||||||||||||
| General |
| General | other | Partners, L.P. | ||||||||||||||||||||||
Class A | Class B | partner | Class A | Class B | partner | comprehensive | partners' | Non-controlling | Total partners' | ||||||||||||||||||
| unitholders |
| unitholders | unitholder |
| unitholders |
| unitholders | unitholder |
| income (loss) |
| deficit |
| interest |
| deficit | ||||||||||
Balance at July 31, 2022 |
| |
| | | $ | ( | $ | | $ | ( | $ | | $ | ( | $ | ( | $ | ( | ||||||||
Contributions in connection with non-cash ESOP compensation charges |
| — |
| — | — |
| |
| — |
| |
| — |
| |
| |
| | ||||||||
Net earnings allocated to preferred units | — |
| — | — |
| ( |
| — |
| ( |
| — |
| ( |
| — |
| ( | |||||||||
Net loss |
| — |
| — | — |
| ( |
| — |
| ( |
| — |
| ( |
| ( |
| ( | ||||||||
Other comprehensive loss |
| — |
| — | — |
| — |
| — |
| — |
| ( |
| ( |
| ( |
| ( | ||||||||
Balance at October 31, 2022 | | | | $ | ( | $ | | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( |
|
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| ||||||||||||||||||||
| Number of units |
|
|
| Accumulated |
| Total Ferrellgas |
|
| ||||||||||||||||||
| General | General | other | Partners, L.P. | |||||||||||||||||||||||
Class A | Class B | partner | Class A |
| Class B | partner | comprehensive | partners’ | Non-controlling | Total partners’ | |||||||||||||||||
| unitholders |
| unitholders | unitholder |
| unitholders |
| unitholders |
| unitholder |
| income |
| deficit |
| interest |
| deficit | |||||||||
Balance at July 31, 2021 |
| |
| | | $ | ( | $ | | $ | ( | $ | | $ | ( | $ | ( | $ | ( | ||||||||
Contributions in connection with non-cash ESOP compensation charges |
| — |
| — | — |
| | — |
| |
| — |
| |
| |
| | |||||||||
Distributions to Class B unitholders |
| — | — | — |
| — | ( |
| — |
| — |
| ( |
| — |
| ( | ||||||||||
Net earnings allocated to preferred units |
| — |
| — | — |
| ( | — |
| ( |
| — |
| ( |
| — |
| ( | |||||||||
Net loss |
| — |
| — | — |
| ( | — |
| ( |
| — |
| ( |
| ( |
| ( | |||||||||
Other comprehensive income |
| — |
| — | — |
| — |
| — |
| |
| |
| |
| | ||||||||||
Balance at October 31, 2021 |
| |
| | | $ | ( | $ | | $ | ( | $ | | $ | ( | $ | ( | $ | ( |
See notes to condensed consolidated financial statements.
7
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
For the three months ended October 31, | ||||||
| 2022 |
| 2021 | |||
Cash flows from operating activities: |
|
| ||||
Net loss | $ | ( | $ | ( | ||
Reconciliation of net loss to net cash used in operating activities: |
|
|
|
| ||
Depreciation and amortization expense |
| |
| | ||
Non-cash employee stock ownership plan compensation charge |
| |
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Loss on asset sales and disposals |
| |
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Provision for expected credit losses |
| |
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Other |
| |
| | ||
Changes in operating assets and liabilities, net of effects from business acquisitions: |
|
|
| |||
Accounts and notes receivable |
| ( |
| ( | ||
Inventories |
| ( |
| ( | ||
Prepaid expenses and other current assets |
| ( |
| ( | ||
Accounts payable |
| |
| | ||
Accrued interest expense |
| ( |
| ( | ||
Other current liabilities |
| ( |
| | ||
Other assets and liabilities |
| ( |
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Net cash used in operating activities |
| ( |
| ( | ||
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Cash flows from investing activities: |
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Business acquisitions, net of cash acquired |
| ( |
| ( | ||
Capital expenditures |
| ( |
| ( | ||
Proceeds from sale of assets |
| |
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Net cash used in investing activities |
| ( |
| ( | ||
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Cash flows from financing activities: |
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Preferred unit distributions | ( | ( | ||||
Distributions to Class B unitholders |
| — |
| ( | ||
Payments on long-term debt |
| ( |
| ( | ||
Proceeds from short-term borrowings | | — | ||||
Repayments of short-term borrowings |
| ( |
| — | ||
Cash paid for financing costs |
| — |
| ( | ||
Cash payments for principal portion of lease liability |
| ( |
| ( | ||
Net cash used in financing activities |
| ( |
| ( | ||
|
|
|
| |||
Net change in cash, cash equivalents and restricted cash |
| ( |
| ( | ||
Cash, cash equivalents and restricted cash - beginning of period |
| |
| | ||
Cash, cash equivalents and restricted cash - end of period | $ | | $ | |
See notes to condensed consolidated financial statements.
8
FERRELLGAS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
| October 31, 2022 |
| July 31, 2022 | |||
ASSETS | ||||||
Current assets: |
|
|
|
| ||
Cash and cash equivalents (including $ | $ | | $ | | ||
Accounts and notes receivable, net |
| |
| | ||
Inventories |
| |
| | ||
Price risk management asset | | | ||||
Prepaid expenses and other current assets |
| |
| | ||
Total current assets |
| |
| | ||
Property, plant and equipment, net |
| |
| | ||
Goodwill, net |
| |
| | ||
Intangible assets (net of accumulated amortization of $ |
| |
| | ||
Operating lease right-of-use assets | | | ||||
Other assets, net |
| |
| | ||
Total assets | $ | | $ | | ||
LIABILITIES, MEZZANINE AND DEFICIT |
|
|
|
| ||
Current liabilities: |
|
|
|
| ||
Accounts payable | $ | | $ | | ||
Broker margin deposit liability | | | ||||
Short-term borrowing | | — | ||||
Current portion of long-term debt | | | ||||
Current operating lease liabilities | | | ||||
Other current liabilities |
| |
| | ||
Total current liabilities | | | ||||
Long-term debt |
| |
| | ||
Operating lease liabilities | | | ||||
Other liabilities |
| |
| | ||
Contingencies and commitments (Note L) |
|
| ||||
Mezzanine equity: | ||||||
Senior preferred units, net of issue discount and offering costs ( | | | ||||
Deficit: |
|
|
|
| ||
Limited partners |
| ( |
| ( | ||
General partner |
| ( |
| ( | ||
Accumulated other comprehensive (loss) income |
| ( |
| | ||
Total deficit |
| ( |
| ( | ||
Total liabilities, mezzanine and deficit | $ | | $ | |
See notes to condensed consolidated financial statements.
9
FERRELLGAS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands)
(unaudited)
For the three months ended October 31, | ||||||
| 2022 |
| 2021 | |||
Revenues: | ||||||
Propane and other gas liquids sales | $ | | $ | | ||
Other |
| |
| | ||
Total revenues |
| |
| | ||
Costs and expenses: |
|
|
|
| ||
Cost of sales - propane and other gas liquids sales |
| |
| | ||
Cost of sales - other |
| |
| | ||
Operating expense - personnel, vehicle, plant and other |
| |
| | ||
Operating expense - equipment lease expense |
| |
| | ||
Depreciation and amortization expense |
| |
| | ||
General and administrative expense |
| |
| | ||
Non-cash employee stock ownership plan compensation charge |
| |
| | ||
Loss on asset sales and disposals |
| |
| | ||
Operating income |
| | | |||
Interest expense |
| ( |
| ( | ||
Other income, net |
| |
| | ||
Loss before income taxes |
| ( | ( | |||
Income tax expense |
| |
| | ||
Net loss | $ | ( | $ | ( |
See notes to condensed consolidated financial statements.
10
FERRELLGAS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
(unaudited)
For the three months ended October 31, | ||||||
| 2022 |
| 2021 | |||
Net loss | $ | ( | $ | ( | ||
Other comprehensive (loss) income: |
|
|
|
| ||
Change in value of risk management derivatives | ( |
| | |||
Reclassification of gains on derivatives to earnings, net |
| ( |
| ( | ||
Other comprehensive (loss) income |
| ( |
| | ||
Comprehensive (loss) income | $ | ( | $ | |
See notes to condensed consolidated financial statements.
11
FERRELLGAS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF PARTNERS’ DEFICIT
(in thousands)
(unaudited)
Accumulated | ||||||||||||
other | Total | |||||||||||
Limited | General | comprehensive | partners’ | |||||||||
| partner |
| partner |
| income (loss) |
| deficit | |||||
Balance at July 31, 2022 | $ | ( | $ | ( | $ | | $ | ( | ||||
Contributions in connection with non-cash ESOP compensation charges | | | — | | ||||||||
Net earnings allocated to preferred units | ( | — | — | ( | ||||||||
Net loss | ( | ( | — | ( | ||||||||
Other comprehensive loss |
| — | — | ( | ( | |||||||
Balance at October 31, 2022 | $ | ( | $ | ( | $ | ( | $ | ( |
Accumulated | ||||||||||||
other | Total | |||||||||||
Limited | General | comprehensive | partners’ | |||||||||
| partner |
| partner |
| income |
| deficit | |||||
Balance at July 31, 2021 | $ | ( | $ | ( | $ | | $ | ( | ||||
Contributions in connection with non-cash ESOP compensation charges |
| |
| |
| — |
| | ||||
Distributions |
| ( |
| — |
| — |
| ( | ||||
Net earnings allocated to preferred units | ( | — | — | ( | ||||||||
Net loss |
| ( |
| ( |
| — |
| ( | ||||
Other comprehensive income |
| — |
| — |
| |
| | ||||
Balance at October 31, 2021 | $ | ( | $ | ( | $ | | $ | ( |
See notes to condensed consolidated financial statements.
12
FERRELLGAS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
For the three months ended October 31, | |||||||
| 2022 |
| 2021 |
| |||
Cash flows from operating activities: | |||||||
Net loss | $ | ( | $ | ( | |||
Reconciliation of net loss to net cash used in operating activities: |
|
|
|
| |||
Depreciation and amortization expense |
| |
| | |||
Non-cash employee stock ownership plan compensation charge |
| |
| | |||
Loss on asset sales and disposals |
| |
| | |||
Provision for expected credit losses |
| |
| | |||
Other |
| |
| | |||
Changes in operating assets and liabilities, net of effects from business acquisitions: |
|
|
|
| |||
Accounts and notes receivable |
| ( |
| ( | |||
Inventories |
| ( |
| ( | |||
Prepaid expenses and other current assets |
|