# Ferrellgas Partners L P: Form 10-Q for the period ended Apr 30, 2022

- Company: [Ferrellgas Partners L P](/companies/fgpr.md) (CIK 922358)
- Form: 10-Q
- Filed: 2022-06-10
- Accepted by EDGAR: Jun 10, 2022, 08:12 ET
- Period: 2022-04-30
- Accession: 0001558370-22-009909
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/922358/000155837022009909/fgp-20220430x10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/922358/000155837022009909/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2022-04-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2022-02-01 to 2022-04-30 | $647.5m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 9 months, 2021-08-01 to 2022-04-30 | $1.73bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Operating income | 3 months, 2022-02-01 to 2022-04-30 | $92.2m | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months, 2021-08-01 to 2022-04-30 | $239.5m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months, 2022-02-01 to 2022-04-30 | $248.0k | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months, 2021-08-01 to 2022-04-30 | $825.0k | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2022-02-01 to 2022-04-30 | $67.6m | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2021-08-01 to 2022-04-30 | $167.4m | us-gaap:NetIncomeLoss |
| Operating cash flow | 9 months, 2021-08-01 to 2022-04-30 | $128.2m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 9 months, 2021-08-01 to 2022-04-30 | $69.6m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2022-04-30 | $217.9m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2022-04-30 | $663.0m | us-gaap:AssetsCurrent |
| Total assets | at 2022-04-30 | $1.77bn | us-gaap:Assets |
| Current liabilities | at 2022-04-30 | $334.9m | us-gaap:LiabilitiesCurrent |
| Long-term debt | at 2022-04-30 | $1.45bn | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2022-04-30 | $2.0m | us-gaap:LongTermDebtCurrent |

## Management's discussion and analysis

As filed, 75,270 characters.

### References and Defined Terms

In this Item 2 of this Quarterly Report on Form 10-Q, unless the context indicates otherwise:

- “us,” “we,” “our,” “ours,” “consolidated,” or “Ferrellgas” are references 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 “Class A Units” or “Class B 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 (except where the context indicates otherwise) 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;
- “Board of Directors” or “Board” refers to the board of directors of our general partner;
- "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;
- “Class A Units” refers to the Class A Units of Ferrellgas Partners, one of which was issued for every twenty of Ferrellgas Partners’ then-outstanding common units in a 1-for-20 reverse unit split effected on March 30, 2021;
- “Class B Units” refers to the Class B Units of Ferrellgas Partners;
- “Preferred Units” refers to the Senior Preferred Units of the operating partnership;
- “Unitholders” or “unitholders” refers to holders of Class A Units, holders of Class B Units or holders of Preferred Units, as indicated or as the context requires for each such reference; and
- references to any fiscal year are to the fiscal year ended or ending on July 31 of the applicable year.

Also, the following terms are defined in this Item 2 of this Quarterly Report on Form 10-Q:

- Amended Ferrellgas Partners LPA
- Credit Agreement
- Credit Facility
- Effective Date
- Ferrellgas Partners Notes
- OpCo LPA Amendment

### Cautionary Note Regarding Forward-looking Statements

Statements included in this report include forward-looking statements. These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. These statements often use words such as “anticipate,” “believe,” “intend,” “plan,” “projection,” “forecast,” “strategy,” “position,” “continue,” “estimate,” “expect,” “may,” “will,” or the negative of those terms or other variations of them or comparable terminology. These statements often discuss plans, strategies, events or developments that we expect or anticipate will or may occur in the future and are based upon the beliefs and assumptions of our management and on the information currently available to them. In particular, statements, express or implied, concerning our future operating results or financial position or our ability to generate sales, income or cash flow are forward-looking statements.

Forward-looking statements are not guarantees of performance. You should not put undue reliance on any forward-looking statements. All forward-looking statements are subject to risks, uncertainties and assumptions that could cause our actual results to differ materially from those expressed in or implied by these forward-looking statements. Many of the factors that will affect our future results are beyond our ability to control or predict. Some of the risk factors that may affect our business, financial condition or results of operations include:

- the effect of weather conditions on the demand for propane;
- the prices of wholesale propane, motor fuel and crude oil;
- disruptions to the supply of propane;
- competition from other industry participants and other energy sources;
- energy efficiency and technology advances;
- adverse changes in our relationships with our national tank exchange customers;
- significant delays in the collection of accounts or notes receivable;
- customer, counterparty, supplier or vendor defaults;
- changes in demand for, and production of, hydrocarbon products;
- disruptions to railroad operations on the railroads we use;
- increased trucking and rail regulations;
- inherent operating and litigation risks in gathering, transporting, handling and storing propane;
- our inability to complete acquisitions or to successfully integrate acquired operations;
- costs of complying with, or liabilities imposed under, environmental, health and safety laws;
- the impact of pending and future legal proceedings;
- the interruption, disruption, failure or malfunction of our information technology systems including due to cyber-attack;
- the impact of changes in tax law that could adversely affect the tax treatment of Ferrellgas Partners for federal income tax purposes;
- economic and political instability, particularly in areas of the world tied to the energy industry;
- disruptions in the capital and credit markets; and
- access to available capital to meet our operating and debt-service requirements.

When considering any forward-looking statement, you should also keep in mind the risk factors set forth in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for fiscal 2021 and in any more recent filings with the SEC. Any of these risks could impair our business, financial condition or results of operations. Any such impairment may affect our ability to make distributions to our unitholders or pay interest on the principal of any of our debt securities. In addition, the trading price of our securities could decline as a result of any such impairment.

Except for our ongoing obligations to disclose material information as required by federal securities laws, we undertake no obligation to update any forward-looking statements or risk factors after the date of this Quarterly Report on Form 10-Q.

### Overview

Our management’s discussion and analysis of financial condition and results of operations relates to Ferrellgas Partners and the operating partnership.

Ferrellgas Partners is a holding entity that conducts no operations and has two direct subsidiaries, Ferrellgas Partners Finance Corp. and the operating partnership. Ferrellgas Partners Finance Corp. and Ferrellgas Finance Corp. have nominal assets, do not conduct any operations and have no employees other than officers. Our activities are primarily conducted through the operating partnership. Ferrellgas Partners Finance Corp. has served as co-issuer and co-obligor for debt securities of Ferrellgas Partners, while Ferrellgas Finance Corp., a subsidiary of the operating partnership, serves as co-issuer and co-obligor for debt securities of the operating partnership. Accordingly, and due to the reduced disclosure format, a discussion of the results of operations, liquidity and capital resources of Ferrellgas Partners Finance Corp. and Ferrellgas Finance Corp. is not presented in this section.

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. For information regarding the economic and other terms of the Class B Units and the Preferred Units, see Note G – Equity (Deficit) and Note F – Preferred units to our condensed consolidated financial statements included elsewhere herein.

Our Class A Units of Ferrellgas Partners are traded on the OTC Pink Market under the symbol “FGPR”.

Our general partner performs all management functions for us. The parent 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.

The operating partnership was formed on April 22, 1994, and accounts for substantially all of our consolidated assets, sales and operating earnings, except for interest expense related to the $357.0 million aggregate principal amount of Ferrellgas Partners’ unsecured senior notes due June 15, 2020 (the “Ferrellgas Partners Notes”) during the relevant historical periods.

We file annual, quarterly, and current reports and other information with the Securities and Exchange Commission (the "SEC"). You may read and download our SEC filings over the Internet from several commercial document retrieval services as well as at the SEC’s website at www.sec.gov. Our SEC filings are also available on our website at www.ferrellgas.com at no cost as soon as reasonably practicable after our electronic filing or furnishing thereof with the SEC. Please note that any Internet addresses provided in this Quarterly Report on Form 10-Q are for informational purposes only and are not intended to be hyperlinks. Accordingly, no information found and/or provided at such Internet addresses is intended or deemed to be incorporated by reference herein.

The following is a discussion of our historical financial condition and results of operations and should be read in conjunction with our audited historical consolidated financial statements and accompanying Notes thereto included in our Annual Report on Form 10-K for fiscal 2021 and in our unaudited historical condensed consolidated financial statements and accompanying Notes thereto included elsewhere in this Quarterly Report on Form 10-Q.

The discussions set forth in the “Results of Operations” and “Liquidity and Capital Resources” sections generally refer to Ferrellgas Partners and its consolidated subsidiaries. However, in these discussions there exists one material difference between Ferrellgas Partners and the operating partnership:

Ferrellgas Partners entered into a term loan credit agreement with the operating partnership, pursuant to which the operating partnership extended to Ferrellgas Partners an unsecured, non-amortizing term loan in the aggregate principal amount of $19.9 million. The term loan bore interest at a rate of 20% per annum, all interest on the term loan was added to the outstanding principal amount, and the term loan’s maturity date was July 1, 2022. During July 2021, Ferrellgas Partners made an optional principal prepayment of $9.0 million on the term loan. The outstanding principal and accrued interest at April 30, 2022 was $15.2 million. As of April 30, 2022, the operating partnership had additional intercompany receivables from Ferrellgas Partners not related to the term loan totaling $3.9 million. Ferrellgas Partners repaid the term loan and the additional intercompany receivables on May 16, 2022. See Note O – Subsequent events to our condensed consolidated financial statements for more information.

### Recent developments

#### COVID-19

The coronavirus disease 2019 (COVID-19), which has been declared by the World Health Organization as a “Public Health Emergency of International Concern,” continues to impact the economy of the United States and other countries around the world. COVID-19 poses the risk that we or our employees, contractors, suppliers, customers and other business partners may be prevented from or limited in conducting business activities for an indefinite period of time. The outbreak of COVID-19 has already resulted in significant governmental measures being implemented to control the spread of the virus, including quarantines, travel restrictions, manufacturing restrictions, declarations of national emergency and states of emergency, business shutdowns and restrictions on the movement of people throughout the United States and the world. While some of our business operations and support systems are deemed essential in many jurisdictions, we are continuing to assess the impact that COVID-19 may have on our results of operations and financial condition and cannot at this time accurately predict what effects these conditions will have on our operations and sales due to uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak and the length of the travel restrictions and business closures imposed by governments in different jurisdictions. Additionally, initiatives we have implemented or may implement to slow and/or reduce the impact of COVID-19, such as using staggered start times for drivers, may increase our operating expenses and reduce the efficiency of our operations.

### How We Evaluate Our Operations

We evaluate our overall business performance based primarily on a metric we refer to as “Adjusted EBITDA”, which is not defined by GAAP and should not be considered an alternative to earnings measures defined by GAAP. We do not utilize depreciation, depletion and amortization expense in our key measures because we focus our performance management on cash flow generation and our revenue generating assets have long useful lives. For the definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net earnings (loss) attributable to Ferrellgas Partners, L.P., the most directly comparable GAAP measure, see the subheading “Non-GAAP Financial Measures” below.

Based on our propane sales volumes in fiscal 2021, we believe that we are the second largest retail marketer of propane in the United States and a leading national provider of propane by portable tank exchange. We serve residential, industrial/commercial, portable tank exchange, agricultural, wholesale and other customers in all 50 states, the District of Columbia and Puerto Rico. Our operations primarily include the retail distribution and sale of propane and related equipment and supplies with concentrations in the Midwest, Southeast, Southwest and Northwest regions of the United States.

We use information on temperatures to understand how our results of operations are affected by temperatures that are warmer or colder than normal. Normal temperatures computed by us are the average of the last 10 years of information published by the National Oceanic and Atmospheric Administration. Based on this information we calculate a ratio of actual heating degree days to normal heating degree days. Heating degree days are a general indicator of weather impacting propane usage.

Weather conditions have a significant impact on demand for propane for heating purposes primarily during the months of November through March (the “winter heating season”). Accordingly, the volume of propane used by our customers for this purpose is directly affected by the severity of the winter weather in the regions we serve and can vary substantially from year to year. In any given region, sustained warmer-than-normal temperatures will tend to result in reduced propane usage, while sustained colder-than-normal temperatures will tend to result in greater usage. Although there is a strong correlation between weather and customer usage, general economic conditions in the United States and the wholesale price of propane can have a significant impact on this correlation. Additionally, there is a natural time lag between the onset of cold weather and increased sales to customers. If the United States were to experience a cooling trend we could expect nationwide demand for propane to increase which could lead to greater sales, income and liquidity availability. Conversely, if the United States were to experience a continued warming trend, we could expect nationwide demand for propane for heating purposes to decrease which could lead to a reduction in our sales, income and liquidity availability as well as impact our ability to maintain compliance with our debt covenants.

We employ risk management activities that attempt to mitigate price risks related to the purchase, storage, transport and sale of propane generally in the contract and spot markets from major domestic energy companies. We attempt to mitigate these price risks through the use of financial derivative instruments and forward propane purchase and sales contracts. We enter into propane sales commitments with a portion of our customers that provide for a contracted price agreement for a specified period of time. These commitments can expose us to product price risk if not immediately hedged with an offsetting propane purchase commitment.

Our open financial derivative propane purchase commitments are designated as hedges primarily for fiscal 2022 and 2023 sales commitments and, as of April 30, 2022, we have experienced net mark-to-market gains of approximately $77.2 million. Because these financial derivative purchase commitments qualify for hedge accounting treatment, the resulting asset, liability and related mark-to-market gains or losses are recorded on the condensed consolidated balance sheets as “Prepaid expenses and other current assets,” “Other assets, net,” “Other current liabilities,” "Other liabilities" and “Accumulated other comprehensive loss,” respectively, until settled. Upon settlement, realized gains or losses on these contracts will be reclassified to “Cost of sales-propane and other gas liquid sales” in the condensed consolidated statements of operations as the underlying inventory is sold. These financial derivative purchase commitment net gains are expected to be offset by decreased margins on propane sales commitments that qualify for the normal purchase normal sale exception. At April 30, 2022, we estimate 74% of currently open financial derivative purchase commitments, the related propane sales commitments and the resulting gross margin will be realized into earnings during the next twelve months.

### Summary Discussion of Results of Operations:

### Executive Overview

#### For the three months ended April 30, 2022 and 2021

During the three months ended April 30, 2022, we recognized net earnings attributable to Ferrellgas Partners, L.P. of $67.6 million, compared to a net loss attributable to Ferrellgas Partners, L.P. of $66.8 million during the three months ended April 30, 2021. This increase was primarily driven by $109.9 million in “Loss on extinguishment of debt” and $9.0 million in “Reorganization expense – professional fees,” both of which were recorded in the prior year period, and an $18.2 million decrease in “Interest expense”.

“Interest expense” for Ferrellgas Partners decreased $18.2 million primarily due to (i) a decrease in interest on the Ferrellgas Partners Notes and (ii) lower interest expense in 2022 as a result of the March 30, 2021 refinancing transactions.

Distributable cash flow attributable to equity investors increased to $86.4 million for the three months ended April 30, 2022 compared to $78.5 million for the prior year period, primarily due to a $12.1 million decrease in net cash interest expense, which was partially offset by a $2.1 million decrease in Adjusted EBITDA, a $1.4 million increase in maintenance capital expenditures and a $0.6 million decrease in proceeds from asset sales.

Distributable cash flow excess was flat at $69.0 million in the current period compared to $68.9 million in the prior year period, primarily due to the $7.9 million increase in distributable cash flow attributable to equity investors noted above, partially offset by a $7.7 million increase in distributions accrued or paid to preferred unitholders.

#### For the nine months ended April 30, 2022 and 2021

During the nine months ended April 30, 2022, we recognized net earnings attributable to Ferrellgas Partners, L.P. of $167.4 million, compared to net loss attributable to Ferrellgas Partners, L.P. of $49.6 million during the nine months ended April 30, 2021. This increase primarily reflects $109.9 million in “Loss on extinguishment of debt” and $10.2 million in “Reorganization expense – professional fees,” both of which were recorded in the prior year period, and a $74.5 million decrease in “Interest expense” and a $23.9 million increase in “Operating income.”

“Interest expense” for Ferrellgas Partners decreased $74.5 million primarily due to (i) a decrease in interest on the Ferrellgas Partners Notes and (ii) lower interest expense in 2022 as a result of the March 30, 2021 refinancing transactions.

The $23.9 million increase in “Operating income” was primarily attributable to a $47.7 million increase in “Gross margin,” a $9.4 million decrease in “General and administrative expenses,” and an $8.8 million increase in “(Gain) loss on asset sales and disposals, which was partially offset by a $43.5 million increase in “Operating expense – personnel, vehicle, plant and other.”

Distributable cash flow attributable to equity investors increased to $223.1 million for the nine months ended April 30, 2022 compared to $145.0 million for the prior year period, primarily due to a $65.3 million decrease in net cash interest expense and an $11.9 million increase in Adjusted EBITDA.

Distributable cash flow excess decreased to $119.6 million in the current period from $134.1 million in the prior year period, primarily due to a $50.0 million distribution paid to Class B Unitholders in the first fiscal quarter and a $41.0 million increase in distributions accrued or paid to preferred unitholders, partially offset by the $78.1 million increase in distributable cash flow attributable to equity investors noted above.

### Consolidated Results of Operations

*(amounts in thousands)*

| ​ ​ | ​ ​ | ​ ​ Three months ended April 30, 2022 | ​ | ​ ​ 2021 | ​ ​ | ​ ​ Nine months ended April 30, 2022 | ​ | ​ ​ 2021 | ​ ​ |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- |
| Total revenues | ​ | $647,543 | ​ | $564,730 | ​ | $1,726,987 | ​ | $1,419,184 | ​ |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ |
| Total cost of sales | ​ | 366,134 | ​ | 301,371 | ​ | 977,052 | ​ | 716,946 | ​ |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ |
| Operating expense - personnel, vehicle, plant and other | ​ | 147,293 | ​ | 124,624 | ​ | 392,418 | ​ | 348,898 | ​ |
| Depreciation and amortization expense | ​ | 23,067 | ​ | 21,281 | ​ | 65,306 | ​ | 63,920 | ​ |
| General and administrative expense | ​ | 10,962 | ​ | 15,205 | ​ | 39,321 | ​ | 48,760 | ​ |
| Operating expense - equipment lease expense | ​ | 5,775 | ​ | 6,770 | ​ | 17,487 | ​ | 20,462 | ​ |
| Non-cash employee stock ownership plan compensation charge | ​ | 776 | ​ | 811 | ​ | 2,436 | ​ | 2,281 | ​ |
| (Gain) loss on asset sales and disposals | ​ | 1,299 | ​ | 1,345 | ​ | (6,566) | ​ | 2,238 | ​ |
| Operating income | ​ | 92,237 | ​ | 93,323 | ​ | 239,533 | ​ | 215,679 | ​ |
| Interest expense | ​ | (23,965) | ​ | (42,189) | ​ | (74,499) | ​ | (149,010) | ​ |
| Loss on extinguishment of debt | ​ | ​ — | ​ | ​ (109,922) | ​ | ​ — | ​ | ​ (109,922) | ​ |
| Other income, net | ​ | 99 | ​ | 553 | ​ | 4,406 | ​ | 4,169 | ​ |
| Reorganization expense - professional fees | ​ | ​ — | ​ | ​ (9,007) | ​ | ​ — | ​ | ​ (10,207) | ​ |
| Earnings (loss) before income taxes | ​ | 68,371 | ​ | (67,242) | ​ | 169,440 | ​ | (49,291) | ​ |
| Income tax expense | ​ | 248 | ​ | 193 | ​ | 825 | ​ | 606 | ​ |
| Net earnings (loss) | ​ | 68,123 | ​ | (67,435) | ​ | 168,615 | ​ | (49,897) | ​ |
| Net earnings (loss) attributable to noncontrolling interest | ​ | 537 | ​ | (641) | ​ | 1,230 | ​ | (308) | ​ |
| Net earnings (loss) attributable to Ferrellgas Partners, L.P. | ​ | $67,586 | ​ | $(66,794) | ​ | $167,385 | ​ | $(49,589) | ​ |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ |

### Non-GAAP Financial Measures

In this Quarterly Report we present the following Non-GAAP financial measures: Adjusted EBITDA, Distributable cash flow attributable to equity investors, Distributable cash flow attributable to Class A and B Unitholders, and Distributable cash flow excess.

*Adjusted EBITDA*. Adjusted EBITDA for Ferrellgas Partners is calculated as net earnings (loss) attributable to Ferrellgas Partners, L.P., plus the sum of the following: income tax expense, interest expense, depreciation and amortization expense, non-cash employee stock ownership plan compensation charge, (gain) loss on asset sales and disposals, loss on extinguishment of debt, other income, net, reorganization expense – professional fees, severance costs, legal fees and settlements related to non-core businesses, provision for doubtful accounts related to non-core businesses, and net earnings (loss) attributable to noncontrolling interest. Management believes the presentation of this measure is relevant and useful because it allows investors to view the partnership’s performance in a manner similar to the method management uses, adjusted for items management believes make it easier to compare its results with other companies that have different financing and capital structures. Adjusted EBITDA, as management defines it, may not be comparable to similarly titled measurements used by other companies. Items added into our calculation of Adjusted EBITDA that will not occur on a continuing basis may have associated cash payments. This method of calculating Adjusted EBITDA should be viewed in conjunction with measurements that are computed in accordance with GAAP.

*Distributable Cash Flow Attributable to Equity Investors*. Distributable cash flow attributable to equity investors is calculated as Adjusted EBITDA minus net cash interest expense, maintenance capital expenditures and cash paid for income taxes, plus proceeds from certain asset sales. Management considers distributable cash flow attributable to equity investors a meaningful measure of Ferrellgas’ ability to declare and pay quarterly distributions to equity investors, including holders of the operating partnership’s Preferred Units. Distributable cash flow attributable to equity investors, as management defines it, may not be comparable to similarly titled measurements used by other companies. Items added into our calculation of distributable cash flow attributable to equity investors that will not occur on a continuing basis may have associated cash payments. Distributable cash flow attributable to equity investors should be viewed in conjunction with measurements that are computed in accordance with GAAP.

*Distributable Cash Flow Attributable to Class A and B Unitholders*. Distributable cash flow attributable to Class A and B Unitholders is calculated as Distributable cash flow attributable to equity investors minus distributions accrued or paid to Preferred Unitholders and distributable cash flow attributable to general partner and noncontrolling interest. Management considers Distributable cash flow attributable to Class A and B Unitholders a meaningful measure of the partnership’s ability to declare and pay quarterly distributions to Class A and B Unitholders. Distributable cash flow attributable to Class A and B Unitholders, as management defines it, may not be comparable to similarly titled measurements used by other companies. Items added into our calculation of distributable cash flow attributable to Class A and B Unitholders that will not occur on a continuing basis may have associated cash payments. Distributable cash flow attributable to Class A and B Unitholders should be viewed in conjunction with measurements that are computed in accordance with GAAP.

*Distributable Cash Flow Excess*. Distributable cash flow excess is calculated as Distributable cash flow attributable to Class A and B Unitholders minus Distributions paid to Class A and B Unitholders. Distributable cash flow excess, if any, is retained to establish reserves, to reduce debt, to fund capital expenditures and for other partnership purposes and any shortage is funded from previously established reserves, cash on hand or borrowings under our Credit Facility or, previously, under our terminated accounts receivable securitization facility. Management considers Distributable cash flow excess a meaningful measure of the partnership’s ability to effectuate those purposes. Distributable cash flow excess, as management defines it, may not be comparable to similarly titled measurements used by other companies. Items added into our calculation of distributable cash flow excess that will not occur on a continuing basis may have associated cash payments. Distributable cash flow excess should be viewed in conjunction with measurements that are computed in accordance with GAAP.

The following table reconciles Adjusted EBITDA, Distributable cash flow attributable to equity investors, Distributable cash flow attributable to Class A and B Unitholders and Distributable cash flow excess to Net earnings (loss) attributable to Ferrellgas Partners, L.P., the most directly comparable GAAP measure, for the three and nine months ended April 30, 2022 and 2021:

*(amounts in thousands)*

| ​ ​ | ​ ​ ​ | ​ ​ Three months ended April 30, 2022 | ​ ​ | ​ ​ 2021 | ​ ​ ​ | ​ ​ Nine months ended April 30, 2022 | ​ ​ | ​ ​ 2021 | ​ ​ ​ |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- |
| Net earnings (loss) attributable to Ferrellgas Partners, L.P. | ​ | $67,586 | ​ | $(66,794) | ​ | $167,385 | ​ | $(49,589) | ​ |
| Income tax expense | ​ | 248 | ​ | 193 | ​ | 825 | ​ | 606 | ​ |
| Interest expense | ​ | 23,965 | ​ | 42,189 | ​ | 74,499 | ​ | 149,010 | ​ |
| Depreciation and amortization expense | ​ | 23,067 | ​ | 21,281 | ​ | 65,306 | ​ | 63,920 | ​ |
| EBITDA | ​ | 114,866 | ​ | (3,131) | ​ | 308,015 | ​ | 163,947 | ​ |
| Non-cash employee stock ownership plan compensation charge | ​ | 776 | ​ | 811 | ​ | 2,436 | ​ | 2,281 | ​ |
| (Gain) loss on asset sales and disposals | ​ | 1,299 | ​ | 1,345 | ​ | (6,566) | ​ | 2,238 | ​ |
| Loss on extinguishment of debt | ​ | — | ​ | 109,922 | ​ | — | ​ | 109,922 | ​ |
| Other income, net | ​ | (99) | ​ | (553) | ​ | (4,406) | ​ | (4,169) | ​ |
| Reorganization expense - professional fees | ​ | ​ — | ​ | ​ 9,007 | ​ | ​ — | ​ | ​ 10,207 | ​ |
| Severance costs | ​ | ​ 49 | ​ | ​ — | ​ | ​ 546 | ​ | ​ 1,761 | ​ |
| Legal fees and settlements related to non-core businesses | ​ | ​ (303) | ​ | ​ 2,436 | ​ | ​ 4,635 | ​ | ​ 8,572 | ​ |
| Provision for doubtful accounts related to non-core businesses | ​ | ​ — | ​ | ​ — | ​ | ​ — | ​ | ​ (500) | ​ |
| Net earnings (loss) attributable to noncontrolling interest | ​ | 537 | ​ | (641) | ​ | 1,230 | ​ | (308) | ​ |
| Adjusted EBITDA | ​ | 117,125 | ​ | 119,196 | ​ | 305,890 | ​ | 293,951 | ​ |
| Net cash interest expense (a) | ​ | (25,654) | ​ | (37,757) | ​ | (72,393) | ​ | (137,716) | ​ |
| Maintenance capital expenditures (b) | ​ | (5,477) | ​ | (4,058) | ​ | (13,116) | ​ | (14,517) | ​ |
| Cash paid for income taxes | ​ | (243) | ​ | (133) | ​ | (650) | ​ | (438) | ​ |
| Proceeds from certain asset sales | ​ | 642 | ​ | 1,270 | ​ | 3,368 | ​ | 3,707 | ​ |
| Distributable cash flow attributable to equity investors | ​ | 86,393 | ​ | 78,518 | ​ | 223,099 | ​ | 144,987 | ​ |
| Less: Distributions accrued or paid to preferred unitholders | ​ | ​ 15,715 | ​ | ​ 8,011 | ​ | ​ 49,037 | ​ | ​ 8,011 | ​ |
| Distributable cash flow attributable to general partner and non-controlling interest | ​ | (1,720) | ​ | (1,571) | ​ | (4,462) | ​ | (2,900) | ​ |
| Distributable cash flow attributable to Class A and B unitholders | ​ | 68,958 | ​ | 68,936 | ​ | 169,600 | ​ | 134,076 | ​ |
| Less: Distributions paid to Class A and B unitholders | ​ | — | ​ | — | ​ | 49,998 | ​ | — | ​ |
| Distributable cash flow excess | ​ | $68,958 | ​ | $68,936 | ​ | $119,602 | ​ | $134,076 | ​ |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ |

(a) Net cash interest expense is the sum of interest expense less non-cash interest expense and other income, net. This amount includes interest expense related to the terminated accounts receivable securitization facility.

(b) Maintenance capital expenditures include capitalized expenditures for betterment and replacement of property, plant and equipment, and may from time to time include the purchase of assets that are typically leased.

### Operating Results for the three months ended April 30, 2022 and 2021

The following table summarizes propane sales volumes and Adjusted EBITDA results for the periods indicated:

| ​ ​ As of April 30, | ​ ​ ​ | ​ ​ 2022 ​ ​ | ​ ​ ​ | ​ ​ 2021 ​ ​ | ​ ​ ​ | ​ ​ Increase (Decrease) ​ ​ | ​ ​ | ​ ​ ​ ​ ​ |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: |
| Retail customers | ​ | ​ 695,287 | ​ | ​ 721,562 | ​ | ​ (26,275) |  | (4)% |
| Tank exchange selling locations | ​ | ​ 60,663 | ​ | ​ 62,372 | ​ | ​ (1,709) |  | (3)% |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| **(amounts in thousands)** | ​ | ​ ​ | ​ | ​ ​ | **​** | **​** **​** | **​** | **​** |
| **Three months ended April 30,** | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ **​** |
| Propane sales volumes (gallons): |  | ​ |  | ​ |  | ​ |  | ​ |
| Retail - Sales to End Users |  | ​ 198,783 |  | ​ 200,028 |  | ​ (1,245) |  | (1)% |
| Wholesale - Sales to Resellers |  | ​ 52,943 |  | ​ 60,128 |  | ​ (7,185) |  | (12)% |
| ​ |  | ​ 251,726 |  | ​ 260,156 |  | ​ (8,430) |  | (3)% |
| Revenues - |  | ​ |  | ​ |  | ​ |  | ​ |
| Propane and other gas liquids sales: |  | ​ |  | ​ |  | ​ |  | ​ |
| Retail - Sales to End Users | ​ | $478,807 |  | $392,838 | ​ | $85,969 |  | 22% |
| Wholesale - Sales to Resellers | ​ | 137,148 |  | ​ 140,015 | ​ | (2,867) |  | (2)% |
| Other Gas Sales (a) | ​ | 6,256 |  | ​ 9,183 | ​ | (2,927) |  | (32)% |
| Other (b) | ​ | 25,332 |  | ​ 22,694 | ​ | 2,638 |  | 12% |
| Propane and related equipment revenues | ​ | $647,543 | ​ | $564,730 | ​ | $82,813 |  | 15% |
| ​ | ​ |  | ​ |  | ​ |  |  | ​ |
| Gross Margin - | ​ |  | ​ |  | ​ |  |  | ​ |
| Propane and other gas liquids sales gross margin: (c) | ​ |  | ​ |  | ​ |  |  | ​ |
| Retail - Sales to End Users (a) | ​ | $200,222 | ​ | $181,000 | ​ | $19,222 |  | 11% |
| Wholesale - Sales to Resellers (a) | ​ | 59,031 | ​ | 62,650 | ​ | (3,619) |  | (6)% |
| Other (b) | ​ | 22,156 | ​ | 19,709 | ​ | 2,447 |  | 12% |
| Propane and related equipment gross profit | ​ | $281,409 | ​ | $263,359 | ​ | $18,050 |  | 7% |
| ​ | ​ |  | ​ |  | ​ |  |  | ​ |
| Operating, general and administrative expense (d) | ​ | $158,255 | ​ | $139,829 | ​ | $18,426 |  | 13% |
| Operating expense - equipment lease expense | ​ | 5,775 | ​ | 6,770 | ​ | (995) |  | (15)% |
| ​ | ​ |  | ​ |  | ​ |  |  | ​ |
| Operating income | ​ | $92,237 | ​ | $93,323 | ​ | $(1,086) |  | (1)% |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Depreciation and amortization expense | ​ | 23,067 | ​ | 21,281 | ​ | 1,786 |  | 8% |
| Non-cash employee stock ownership plan compensation charge | ​ | 776 | ​ | 811 | ​ | (35) |  | (4)% |
| (Gain) loss on asset sales and disposals | ​ | 1,299 | ​ | 1,345 | ​ | (46) |  | (3)% |
| Legal fees and settlements related to non-core businesses | ​ | (303) | ​ | 2,436 | ​ | (2,739) |  | (112)% |
| Severance costs | ​ | 49 | ​ | — | ​ | 49 |  | NM ​ |
| Adjusted EBITDA | ​ | $117,125 | ​ | $119,196 | ​ | $(2,071) |  | (2)% |

NM – Not meaningful

(a) Gross margin for “Other Gas Sales” is allocated to Gross margin "Retail - Sales to End Users" and "Wholesale - Sales to Resellers" based on the volumes in each respective category.

(b) “Other” primarily includes various customer fee income and to a lesser extent appliance and material sales.

(c) Gross margin from "Propane and other gas liquids sales" represents "Revenues - Propane and other gas liquids sales" less "Cost of sales - Propane and other gas liquids sales" and does not include depreciation and amortization.

(d) “Operating, general and administrative expense” above includes both the “Operating expense – personnel, vehicle, plant and other” and the “General and administrative expense” captions in the condensed consolidated statement of operations.

Propane sales volumes during the three months ended April 30, 2022 decreased 3%, or 8.4 million gallons, from the prior year period primarily due to decreased sales volumes to tank exchange customers primarily due to the prior year favorable impact of outdoor living. Based on a ten-year average, weather was relatively stable at only a 0.1% decrease in weighted-average degree days for the third fiscal quarter compared to normal average temperatures.

Our wholesale sales price per gallon partially correlates to the change in the wholesale market price of propane. The wholesale market price at major supply points in Mt. Belvieu, Texas during the three months ended April 30, 2022 averaged 53% more than the prior year period, while at the Conway, Kansas major supply point prices averaged 50% more than the prior year period. The wholesale market price at Mt. Belvieu, Texas averaged $1.36 and $0.89 per gallon during the three months ended April 30, 2022 and 2021, respectively, while the wholesale market price at Conway, Kansas averaged $1.32 and $0.88 per gallon during the three months ended April 30, 2022 and 2021, respectively. This increase in the wholesale cost of propane contributed to our increase in sales price per gallon and therefore revenues.

#### Revenues

Retail sales increased $86.0 million compared to the prior year period primarily due to our strategic initiatives in the right-timed delivery of gallons. This includes using new monitoring technology that allows us to provide more gallons at each stop, thereby optimizing the use of our labor force and vehicle fleet and our fuel efficiency.

Wholesale sales decreased $2.9 million compared to the prior year period as a result of a decrease in tank exchange revenue primarily due to the prior year favorable impact of outdoor living.

Other gas sales decreased $2.9 million compared to the prior year period primarily due to a decrease in sales volume.

Other revenues increased $2.6 million compared to the prior year period primarily due to revenue from services to customers provided in support of final mile operations.

#### Gross margin - Propane and other gas liquids sales

Gross margin increased $15.6 million primarily due to an $80.2 million increase in revenue, as discussed above, offset by a $64.6 million increase in related cost of sales as a result of increases in price per gallon. Margin per gallon for the quarter increased by $0.09, or 10%, compared to the prior year period.

#### Gross margin - other

Gross margin increased $2.4 million compared to the prior year period primarily due to increased miscellaneous fees billed to customers and increased tank rental income.

#### Operating income

Operating income decreased $1.1 million primarily due to an $18.4 million increase in “Operating general and administrative expense,” which is partially offset by a $15.6 million increase in "Gross margin - Propane and other gas liquid sales" and a $2.4 million increase in “Gross margin – other,” both as discussed above.

“Operating, general and administrative expense” increased due to a $22.7 million increase in “Operating expense – personnel, vehicle, plant and other,” partially offset by a $4.2 million decrease in “General and administrative expense.” “Operating expense – personnel, vehicle, plant and other” increased primarily due to higher fleet costs and fuel costs. Operating expenses as a percentage of total revenue were approximately 1% higher than the prior year period due to higher fuel costs, higher fleet costs, and wage increases. Cost of sales also had an unfavorable increase of $64.8 million or 21% compared to the prior year period driven by inflationary costs for materials and other commodities.

#### Adjusted EBITDA

Adjusted EBITDA decreased $2.1 million for the third fiscal quarter compared to the prior year period. Excluding the impact of approximately $5.0 million in legal settlements during the third fiscal quarter, adjusted EBITDA would have increased $2.9 million compared to the prior year period.

### Operating Results for the nine months ended April 30, 2022 and 2021

The following table summarizes propane sales volumes and Adjusted EBITDA results for the periods indicated:

| ​ ​ ​ As of April 30, | ​ ​ ​ | ​ ​ ​ ​ 2022 ​ ​ | ​ ​ ​ | ​ ​ ​ ​ 2021 ​ ​ | ​ ​ ​ | ​ ​ ​ ​ Increase (Decrease) ​ ​ | ​ ​ ​ | ​ ​ ​ ​ ​ |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: |
| Retail customers | ​ | ​ 695,287 | ​ | ​ 721,562 | ​ | ​ (26,275) | ​ | (4)% |
| Tank exchange selling locations | ​ | ​ 60,663 | ​ | ​ 62,372 | ​ | ​ (1,709) | ​ | (3)% |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| **(amounts in thousands)** | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| **Nine months ended April 30,** | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Propane sales volumes (gallons): |  | ​ ​ |  | ​ |  | ​ |  | ​ |
| Retail - Sales to End Users |  | ​ 529,884 |  | ​ 536,124 |  | ​ (6,240) |  | (1)% |
| Wholesale - Sales to Resellers |  | ​ 158,955 |  | ​ 176,970 |  | ​ (18,015) |  | (10)% |
| ​ |  | ​ 688,839 |  | ​ 713,094 |  | ​ (24,255) |  | (3)% |
| Revenues - |  | ​ |  | ​ |  | ​ |  | ​ |
| Propane and other gas liquids sales: |  | ​ |  | ​ |  | ​ |  | ​ |
| Retail - Sales to End Users | ​ | $1,228,062 | ​ | $945,833 | ​ | $282,229 |  | 30% |
| Wholesale - Sales to Resellers | ​ | 405,713 | ​ | 381,357 | ​ | 24,356 |  | 6% |
| Other Gas Sales (a) | ​ | 18,644 | ​ | 24,329 | ​ | (5,685) |  | (23)% |
| Other (b) | ​ | 74,568 | ​ | 67,665 | ​ | 6,903 |  | 10% |
| Propane and related equipment revenues | ​ | $1,726,987 | ​ | $1,419,184 | ​ | $307,803 |  | 22% |
| ​ | ​ |  | ​ |  | ​ |  |  | ​ |
| Gross Margin - | ​ |  | ​ |  | ​ |  |  | ​ |
| Propane and other gas liquids sales gross margin: (c) | ​ |  | ​ |  | ​ |  |  | ​ |
| Retail - Sales to End Users (a) | ​ | $521,132 | ​ | $464,343 | ​ | $56,789 |  | 12% |
| Wholesale - Sales to Resellers (a) | ​ | 164,578 | ​ | 180,386 | ​ | (15,808) |  | (9)% |
| Other (b) | ​ | 64,225 | ​ | 57,509 | ​ | 6,716 |  | 12% |
| Propane and related equipment gross profit | ​ | $749,935 | ​ | $702,238 | ​ | $47,697 |  | 7% |
| ​ | ​ |  | ​ |  | ​ |  |  | ​ |
| Operating, general and administrative expense (d) | ​ | $431,739 | ​ | $397,658 | ​ | $34,081 |  | 9% |
| Operating expense - equipment lease expense | ​ | 17,487 | ​ | 20,462 | ​ | (2,975) |  | (15)% |
| ​ | ​ |  | ​ | ​ | ​ |  |  | ​ |
| Operating income | ​ | $239,533 | ​ | $215,679 | ​ | $23,854 |  | 11% |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Depreciation and amortization expense | ​ | 65,306 | ​ | 63,920 | ​ | 1,386 |  | 2% |
| Non-cash employee stock ownership plan compensation charge | ​ | ​ 2,436 | ​ | ​ 2,281 | ​ | ​ 155 | ​ | 7% |
| (Gain) loss on asset sales and disposals | ​ | (6,566) | ​ | 2,238 | ​ | (8,804) |  | NM ​ |
| Legal fees and settlements related to non-core businesses | ​ | 4,635 | ​ | 8,572 | ​ | (3,937) | ​ | (46)% |
| Provision for doubtful accounts related to non-core businesses | ​ | — | ​ | (500) | ​ | 500 | ​ | (100)% |
| Severance costs | ​ | ​ 546 | ​ | 1,761 | ​ | (1,215) | ​ | (69)% |
| Adjusted EBITDA | ​ | $305,890 | ​ | $293,951 | ​ | $11,939 |  | 4% |

NM – Not meaningful

(a) Gross margin for “Other Gas Sales” is allocated to Gross margin "Retail - Sales to End Users" and "Wholesale - Sales to Resellers" based on the volumes in each respective category.

(b) “Other” primarily includes various customer fee income and to a lesser extent appliance and material sales.

(c) Gross margin from "Propane and other gas liquids sales" represents "Revenues - Propane and other gas liquids sales" less "Cost of sales - Propane and other gas liquids sales" and does not include depreciation and amortization.

(d) “Operating, general and administrative expense” above includes both the “Operating expense – personnel, vehicle, plant and other” and the “General and administrative expense” captions in the condensed consolidated statement of operations.

Propane sales volumes during the nine months ended April 30, 2022 decreased 3%, or 24.3 million gallons, from the prior year period primarily due to decreased sales volumes to tank exchange customers primarily due to the prior year favorable impact of outdoor living. Based on a ten-year average, weather was slightly below normal at a 5.0% decrease in weighted-average degree days for the nine months ended April 30, 2022 compared to normal average temperatures.

Our wholesale sales price per gallon partially correlates to the change in the wholesale market price of propane. The wholesale market price at major supply points in Mt. Belvieu, Texas during the nine months ended April 30, 2022 averaged 83% more than the prior year period, while at the Conway, Kansas major supply point prices averaged 87% more than the prior year period. The wholesale market price at Mt. Belvieu, Texas averaged $1.26 and $0.69 per gallon during the nine months ended April 30, 2022 and 2021, respectively, while the wholesale market price at Conway, Kansas averaged $1.25 and $0.67 per gallon during the nine months ended April 30, 2022 and 2021, respectively. This increase in the wholesale cost of propane contributed to our increase in sales price per gallon and therefore revenues.

#### Revenues

Retail sales increased $282.2 million compared to the prior year period due to continued focus on the management of the sales lifecycle, from asset utilization through final mile optimization and the strategic initiatives described above.

Wholesale sales increased $24.4 million compared to the prior year period as a result of an increase in volume in non-retail opportunities.

Other gas sales decreased $5.7 million compared to the prior year period primarily due to a decrease in sales volume.

Other revenues increased $6.9 million compared to the prior year period primarily due to revenue from services to customers provided in support of final mile operations.

#### Gross margin - Propane and other gas liquids sales

Gross margin increased $41.0 million primarily due to a $300.9 million increase in revenue, as discussed above, offset by a $259.9 million increase in related cost of sales as a result of increases in price per gallon and increased costs for materials due to high inflationary costs.

#### Gross margin - other

Gross margin increased $6.7 million compared to the prior year period primarily due to increased miscellaneous fees billed to customers and increased tank rental income.

#### Operating income

Operating income increased $23.9 million primarily due to a $41.0 million increase in "Gross margin - Propane and other gas liquid sales" and a $6.7 million increase in “Gross margin – other,” both as discussed above, an $8.8 million increase in “(Gain) loss on asset sales and disposals” and a $3.0 million decrease in “Operating expense – equipment lease expense,” partially offset by a $34.1 million increase in “Operating, general and administrative expense”. The $8.8 million increase in “(Gain) loss on asset sales and disposals primarily related to the derecognition of a lease liability and the related asset. The decrease in “Operating expense – equipment lease expense” was due to our entering into more finance leases instead of operating leases, resulting in less lease expense and greater interest expense and amortization expense. “Operating, general and administrative expense” increased due to a $43.5 million increase in “Operating expense – personnel, vehicle, plant and other,” partially offset by a $9.4 million decrease in “General and administrative expense”. “Operating expense – personnel, vehicle, plant and other” increased primarily due to planned increases for workforce and overtime costs and higher fleet expenses and fuel costs.

#### Adjusted EBITDA

Adjusted EBITDA increased $11.9 million primarily due to the $2**3**.9 million increase in "Operating income," partially offset by the $8.8 million increase in “(Gain) loss on asset sales and disposals,” each as discussed above. Excluding the impact of approximately $5.0 million in legal settlements during the third fiscal quarter, adjusted EBITDA would have increased $16.9 million compared to the prior year period.

### Liquidity and Capital Resources

### General

Our primary sources of liquidity and capital resources are cash flows from operating activities, our Credit Facility and funds received from sales of debt and equity securities. As of April 30, 2022, our total liquidity was $477.1 million, which was comprised of $217.9 million in unrestricted cash and $259.2 million of availability under our Credit Facility. These sources of liquidity and short-term capital resources are intended to fund our working capital requirements, acquisitions and capital expenditures. As of April 30, 2022, letters of credit outstanding totaled $90.8 million. Our access to long-term capital resources, to the extent needed to refinance debt or for other purposes, may be affected by our ability to access the capital markets, covenants in our debt agreements and other financial obligations, unforeseen demands on cash, or other events beyond our control.

As of April 30, 2022, we had $11.2 million of restricted cash consisting of a cash deposit made with the administrative agent under our prior senior secured credit facility that was terminated in April 2020.

Our working capital requirements are subject to, among other things, the price of propane, delays in the collection of receivables, volatility in energy commodity prices, liquidity imposed by insurance providers, downgrades in our credit ratings, decreased trade credit, significant acquisitions, the weather, customer retention and purchasing patterns and other changes in the demand for propane. Relatively colder weather or higher propane prices during the winter heating season are factors that could significantly increase our working capital requirements.

Our material known cash requirements continue to be our long-term debt, including current portion, and fixed rate interest obligations. These obligations reflect the operating partnership’s issuance of the $650.0 million aggregate principal amount of 2026 Notes and the $825.0 million aggregate principal amount of 2029 Notes and the other transactions effected on the Effective Date.

Our ability to satisfy our obligations is dependent upon our future performance, which will be subject to prevailing weather, economic, financial and business conditions and other factors, many of which are beyond our control. Due to the seasonality of the retail propane distribution business, a significant portion of our propane operations and related products cash flows from operations is generated during the winter heating season. Our net cash provided by operating activities primarily reflects earnings from our business activities adjusted for depreciation and amortization and changes in our working capital accounts. Historically, we generate significantly lower net cash from operating activities in our first and fourth fiscal quarters as compared to the second and third fiscal quarters due to the seasonality of our propane operations and related equipment sales operations.

During periods of high volatility, our risk management activities may expose us to the risk of counterparty margin calls in amounts greater than we have the capacity to fund. Likewise, our counterparties may not be able to fulfill their margin calls from us or may default on the settlement of positions with us.

We believe that the liquidity available from cash flows from operating activities, unrestricted cash and the Credit Facility will be sufficient to meet our capital expenditure, working capital and letter of credit requirements for the foreseeable future.

### Distributable Cash Flow

Distributable cash flow attributable to equity investors is reconciled to net earnings (loss) attributable to Ferrellgas Partners, L.P., the most directly comparable GAAP measure, in this Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations under the subheading "Non-GAAP Financial Measures" above. A comparison of distributable cash flow attributable to equity investors to cash distributions accrued or paid to equity investors for the twelve months ended April 30, 2022 to the twelve months ended January 31, 2022 is as follows (in thousands):

| ​ ​ ​ ​ | ​ ​ ​ | ​ ​ Distributable cash flow attributable to equity investors | ​ ​ ​ | ​ ​ Cash reserves approved by our General Partner | ​ ​ ​ | ​ ​ Cash distributions accrued or paid to equity investors | ​ ​ ​ | ​ ​ DCF ratio (a) |
| --- | --- | --- | --- | --- | --- | --- | --- | ---: |
| Nine months ended April 30, 2022 | ​ | $223,099 | ​ | $174,062 | ​ | $49,037 | ​ | 4.5 |
| Fiscal 2021 | ​ | ​ 135,654 | ​ | ​ 111,630 | ​ | ​ 24,024 | ​ | ​ |
| Less: Nine months ended April 30, 2021 | ​ | ​ 144,987 | ​ | ​ 136,976 | ​ | ​ 8,011 | ​ | ​ |
| Twelve months ended April 30, 2022 | ​ | $213,766 | ​ | $148,716 | ​ | $65,050 | ​ | 3.3 |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ |
| Twelve months ended January 31, 2022 | ​ | ​ 205,891 | ​ | ​ 148,545 | ​ | ​ 57,346 | ​ | 3.6 |
| Change | ​ | $7,875 | ​ | $171 | ​ | $7,704 |  | 1.0 |

(a) DCF ratio is calculated as Distributable cash flow attributable to equity investors divided by Cash distributions accrued or paid to equity investors.

For the twelve months ended April 30, 2022, distributable cash flow attributable to equity investors increased $7.9 million compared to the twelve months ended January 31, 2022. As of April 30, 2022, the accrued quarterly distribution to Preferred Unitholders was $16.9 million. We paid $15.4 million of this distribution on May 15, 2022. The remaining $1.5 million remains accrued as additional amounts payable to certain holders of Preferred Units, pursuant to the side letters outlined in the OpCo LPA Amendment. No cash distributions have been paid to our Class A Unitholders since the three months ended October 31, 2018. Cash reserves, which we utilize to meet future anticipated expenditures, were flat at $148.7 million during the twelve months ended April 30, 2022, compared to $148.5 million in the twelve months ended January 31, 2022.

### Operating Activities

#### Ferrellgas Partners

Net cash provided by operating activities was $128.2 million for the nine months ended April 30, 2022, compared to net cash provided by operating activities of $103.0 million for the nine months ended April 30, 2021. The increase in cash provided by operating activities was primarily due to a $98.4 million increase in cash flow from operations, partially offset by a $51.4 million increase in working capital requirements and a $21.8 million outflow associated with other assets and liabilities.

The increase in working capital requirements for the nine months ended April 30, 2022 compared to the nine months ended April 30, 2021 was primarily due to a $39.1 million increase in requirements for other current liabilities. Additionally, due to rising propane prices in the current period, we had a $16.6 million increase in requirements for accounts and notes receivable and a $15.1 million increase in requirements for inventory. The $7.8 million increase in accrued interest expense related primarily to the timing and nature of the restructuring transactions in March 2021. These increases were partially offset by decreases of $15.0 million and $12.2 million in prepaid expenses and other current assets and accounts payable, respectively.

The increase in cash flow from operations was primarily due to a $74.5 million decrease in "Interest expense," a $47.7 million increase in gross profit, a $9.4 million decrease in “General and administrative expense,” an $8.8 million gain on asset sales and disposals and a $3.0 million decrease in “Operating expense – equipment lease expense,” which were partially offset by a net increase in “Operating expense – personnel, vehicle, plant and other” of $43.5 million.

#### The operating partnership

Net cash provided by operating activities was $128.2 million for the nine months ended April 30, 2022, compared to net cash provided by operating activities of $110.3 million for the nine months ended April 30, 2021. This increase in cash provided by operating activities was primarily due to a $75.1 million increase in cash flow from operations, partially offset by a $34.5 million increase in working capital requirements and a $22.7 million outflow associated with other assets and liabilities.

The increase in working capital requirements for the nine months ended April 30, 2022 compared to the nine months ended April 30, 2021 was primarily due to a $36.0 million increase in requirements for other current liabilities. Additionally, due to rising propane prices in the current period, we had a $16.6 million increase in requirements for accounts and notes receivable and a $15.1 million increase in requirements for inventory. These increases were partially offset by decreases of $15.0 million and $12.2 million in prepaid expenses and other current assets and accounts payable, respectively. The $6.0 million decrease in accrued interest expense related primarily to the timing and nature of the restructuring transactions in March 2021.

The increase in cash flow from operations was primarily due to a $60.7 million decrease in "Interest expense," a $47.7 million increase in gross profit, an $8.8 million gain on asset sales and disposals and a $3.0 million decrease in “Operating expense – equipment lease expense,” which were partially offset by an increase in “Operating expense – personnel, vehicle, plant and other” of $43.5 million.

### Investing Activities

#### Ferrellgas Partners

Capital Requirements

Our business requires continual investments to upgrade or enhance existing operations and to ensure compliance with safety and environmental regulations. Capital expenditures for our business consist primarily of:

- Maintenance capital expenditures. These capital expenditures include expenditures for betterment and replacement of property, plant and equipment, and may from time to time include assets that are typically leased, rather than purchased to generate incremental distributable cash flow. Examples of maintenance capital expenditures include a routine replacement of a worn-out asset or replacement of major vehicle components; and
- Growth capital expenditures. These expenditures are undertaken primarily to generate incremental distributable cash flow. Examples include expenditures for purchases of both bulk and portable propane tanks and other equipment to facilitate expansion of our customer base and operating capacity.

Net cash used in investing activities was $76.8 million for the nine months ended April 30, 2022, compared to net cash used in investing activities of $47.0 million for the nine months ended April 30, 2021. This increase in net cash used in investing activities was primarily due to a $19.1 million increase in “Capital expenditures” and a $9.6 million increase in “Business acquisitions, net of cash acquired.”

Due to the mature nature of our operations we do not anticipate significant fluctuations in maintenance capital expenditures, with the exception of future decisions regarding lease versus buy financing options. However, future fluctuations in growth capital expenditures could occur due to the opportunistic nature of these projects.

#### The operating partnership

The investing activities discussed above also apply to the operating partnership, other than the net activity of the term loan credit agreement with Ferrellgas Partners, L.P. See “Disclosures about Effects of Transactions with Related Parties” below for further discussion.

### Financing Activities

#### Ferrellgas Partners

Net cash used in financing activities was $104.2 million for the nine months ended April 30, 2022, compared to net cash used in financing activities of $166.9 million for the nine months ended April 30, 2021. This decrease in cash flow used in financing activities was primarily due to financing costs related to the prior year debt transactions (as discussed further in Note F – Debt), partially offset by $50.0 million in distributions to Class B unitholders and $47.8 million in preferred unit distributions, both of which occurred in the nine months ended April 30, 2022.

Letters of credit outstanding at April 30, 2022 and July 31, 2021 totaled $90.8 million and $107.7 million, respectively, and were used to secure insurance arrangements, product purchases and commodity hedges. As of April 30, 2022, we had available borrowing capacity under our Credit Facility of $259.2 million.

#### The operating partnership

The financing activities discussed above also apply to the operating partnership except for cash flows related to distributions paid, as discussed below.

#### Distributions

#### Partnership distributions

The Sixth Amended and Restated Agreement of Limited Partnership of Ferrellgas Partners, L.P. (the “Amended Ferrellgas Partners LPA”) requires Ferrellgas Partners to make quarterly cash distributions of all of its “available cash”. Available cash is defined in the Amended Ferrellgas Partners LPA as, generally, the sum of Ferrellgas’ Partners cash receipts less consolidated cash disbursements and net changes in reserves established by our general partner for future requirements. In general, the amount of Ferrellgas Partners’ available cash depends primarily on whether and the extent to which Ferrellgas Partners receives cash distributions from the operating partnership, as such distributions generally would be Ferrellgas Partners’ only significant cash receipts.

Pursuant to the Amended Ferrellgas Partners LPA, while any Class B Units remain outstanding, any distributions by Ferrellgas Partners to its partners must be made such that the ratio of (i) the amount of distributions made to holders of Class B Units to (ii) the amount of distributions made to holders of Class A Units and the general partner is not less than 6:1. The Amended Ferrellgas Partners LPA permits Ferrellgas Partners, in the general partner’s discretion, to make distributions to the Class B Unitholders in a greater proportion than the minimum 6:1 ratio, including paying 100% of any such distribution Class B Unitholders. The Class B Units will not be convertible into Class A Units until Class B Unitholders receive distributions in the aggregate amount of $357.0 million (which was the outstanding principal amount of the Ferrellgas Partners Notes), and the rate at which Class B Units will convert into Class A Units increases annually. Additionally, the price at which Ferrellgas Partners may redeem the Class B Units during the first five years after March 30, 2021 (the “Effective Date”) is based on the Class B Unitholders’ receipt of a specified internal rate of return in respect of their Class B Units. This specified internal rate of return in respect of the Class B Units is 15.85%, but that amount increases under certain circumstances, including if the operating partnership paid distributions on the Preferred Units in-kind rather than in cash for a certain number of quarters. Accordingly, distributing cash to the Class B Unitholders in a greater proportion than the minimum 6:1 ratio could result in the Class B Units becoming convertible into Class A Units more quickly or at a lower conversion rate or reduce the redemption price for the Class B Units. For additional discussion of the terms of the Class B Units, see Note G – Equity (Deficit) in the notes to our condensed consolidated financial statements.

For these reasons, although the general partner has not made any decisions or adopted any policy with respect to the allocation of future distributions by Ferrellgas Partners to its partners, the general partner may determine that it is advisable to pay more than the minimum amount of any distribution, up to 100% of the amount of such distribution, to Class B Unitholders. In fact, on October 8, 2021, Ferrellgas Partners made a cash distribution in the aggregate amount of approximately $49.9 million entirely to the Class B Unitholders, without making any distribution to Class A Unitholders and the general partner. In our Annual Report on Form 10-K for fiscal 2021, see “Risk Factors—Risks Inherent in an Investment in our Class A or Class B Units or our Debt Securities and Other Risks Related to Our Capital Structure and Financing Arrangements—If Ferrellgas Partners is permitted to make and makes distributions to its partners, while any Class B Units remain outstanding, Class B Unitholders collectively will receive at least approximately 85.7% of the aggregate amount of each such distribution and may receive up to 100% of any such distribution. Accordingly, while any Class B Units remain outstanding, Class A Unitholders may not receive any distributions and, in any case, will not receive collectively more than approximately 14.1% of any distribution.”

Ferrellgas Partners did not pay any distributions to Class A Unitholders or the general partner for the nine months ended April 30, 2022.

The ability of Ferrellgas Partners to make cash distributions to its Class A Unitholders and Class B Unitholders is dependent on the receipt by Ferrellgas Partners of cash distributions from the operating partnership. For so long as any Preferred Units remain outstanding, the amount of cash that otherwise would be available for distribution by the operating partnership to Ferrellgas Partners and the general partner will be reduced by the amount of cash distributions and other payments made by the operating partnership in respect of the Preferred Units, including payments to redeem Preferred Units. Further, the indentures governing the 2026 Notes and 2029 Notes, the credit agreement (the “Credit Agreement”) that provides for a four-year revolving credit facility (the “Credit Facility”) in an aggregate principal amount of up to $350.0 million, and the First Amendment to the Amended OpCo LPA which sets forth the preferences, rights, privileges and other terms governing the Preferred Units (the “OpCo LPA Amendment”) contain covenants that limit the ability of the operating partnership to make distributions to Ferrellgas Partners and therefore effectively limit the ability of Ferrellgas Partners to make distributions to its Class A Unitholders and Class B Unitholders. See Note E – Debt and Note F – Preferred units for a discussion of these limitations. In our Annual Report on Form 10-K for fiscal 2021, see “Risk Factors—Risks Inherent in an Investment in our Class A or Class B Units or our Debt Securities and Other Risks Related to Our Capital Structure and Financing Arrangements—Our ability to make cash distributions to holders of Class A Units and Class B Units is dependent on the receipt by Ferrellgas Partners of cash distributions from the operating partnership, which are limited by our obligations under the Indentures, the Credit Agreement and the OpCo LPA Amendment and may be limited by a variety of other factors. Accordingly, we may be unable to make cash distributions to holders of Class A Units and Class B Units.”

#### Preferred unit distributions

Pursuant to the OpCo LPA Amendment, the operating partnership is required to pay to the holders of each Preferred Unit a cumulative, quarterly distribution (the "Quarterly Distribution") at the Distribution Rate (as defined below) on the unit purchase price of such Preferred Unit, which is $1,000 per unit.

"Distribution Rate" means, for the first five years after March 30, 2021, a rate per annum equal to 8.956%, with certain increases in the Distribution Rate on each of the 5th, 6th and 7th anniversaries of March 30, 2021, subject to a maximum rate of 11.125% and certain other adjustments and exceptions.

The Quarterly Distribution may be paid in cash or, at the election of the operating partnership, “in kind” through the issuance of additional Preferred Units (“PIK Units”) at the quarterly Distribution Rate plus an applicable premium that escalates each year from 75 bps to 300 bps so long as the Preferred Units remain outstanding. In the event the operating partnership fails to make any Quarterly Distribution in cash, such Quarterly Distribution will automatically be paid in PIK Units.

The Distribution Rate on the Preferred Units will increase upon violation of certain protective provisions for the benefit of Preferred Unit holders notwithstanding the cap mentioned above.

On February 15, 2022 and May 15, 2022, $15.4 million of the Quarterly Distribution was paid for each quarter in cash to holders of Preferred Units. As of April 30, 2022, the Quarterly Distribution accrued was $16.9 million. The remaining Quarterly Distribution accrual of $1.5 million represents additional amounts payable to certain holders of Preferred Units pursuant to the side letters outlined in the OpCo LPA Amendment.

#### Preferred unit tax distributions

For any quarter in which the operating partnership makes a Quarterly Distribution in PIK Units in lieu of cash, it shall make a subsequent cash tax distribution for such quarter in an amount equal to the (i) the lesser of (x) 25% and (y) the highest combined federal, state and local tax rate applicable for corporations organized in New York, multiplied by (ii) the excess (if any) of (A) one-fourth (1/4th) of the estimated taxable income to be allocated to the holders of Preferred Units for the year in which the Quarterly Tax Payment Date (which refers to certain specified dates that next follow a Quarterly Distribution date on which PIK Units were issued) occurs, over (B) any cash paid on the Quarterly Distribution date immediately preceding the Quarterly Tax Payment Date on which a quarterly tax amount would otherwise be paid (such amount, the "Tax Distribution"). Tax Distributions are treated as advances against, and reduce, future cash distributions for any reason, including payments in redemption of Preferred Units or PIK Units, or payments to the holders in their capacity as such pursuant to any side letter or other agreement.

#### Cash distributions paid

Ferrellgas Partners did not pay any cash distributions to its Class A Unitholders during the nine months ended April 30, 2022. On October 8, 2021, Ferrellgas Partners paid a cash distribution to holders of the Class B Units in the amount of $38.46 per Class B Unit or approximately $49.9 million in the aggregate. As permitted by the Amended Ferrellgas LPA as described above, Ferrellgas Partners made this distribution solely to Class B Unitholders without any contemporaneous distribution to Class A Unitholders and the general partner.

On September 14, 2021, the operating partnership paid a cash distribution to Ferrellgas Partners in the amount of approximately $49.9 million, which Ferrellgas Partners used to pay the October 8, 2021 distribution to its Class B Unitholders described above. The operating partnership also paid cash distributions for the nine months ended April 30, 2022 in respect of its Preferred Units as discussed above under “—Preferred unit distributions.”

On May 16, 2022, the operating partnership paid a cash distribution to Ferrellgas Partners in the amount of approximately $19.2 million. $15.3 million was used to repay the term loan, as discussed below in “—Term loan credit agreement between Ferrellgas Partners and the operating partnership”. The remaining $3.9 million was used to repay separate intercompany receivables related to expenses incurred during the 2021 debt transactions.

#### The operating partnership

The operating partnership paid cash distributions during the nine months ended April 30, 2022 to Ferrellgas Partners and to holders of the Preferred Units as described above. The operating partnership did not pay any other cash distributions during the nine months ended April 30, 2021.

### Disclosures about Effects of Transactions with Related Parties

We have no employees and are managed and controlled by our general partner. Pursuant to our partnership agreements, our general partner is entitled to reimbursement for all direct and indirect expenses incurred or payments it makes on our behalf, and all other necessary or appropriate expenses allocable to us or otherwise reasonably incurred by our general partner in connection with operating our business. These reimbursable costs, which totaled $231.9 million for the nine months ended April 30, 2022, include operating expenses such as compensation and benefits paid to employees of our general partner who perform services on our behalf as well as related general and administrative expenses.

During the nine months ended April 30, 2022, the operating partnership paid distributions to Ferrellgas Partners as described above.

#### Term loan credit agreement between Ferrellgas Partners and the operating partnership

As discussed in Note L – Transactions with related parties in the notes to the condensed consolidated financial statements of the operating partnership, on January 8, 2021 Ferrellgas Partners entered into a term loan credit agreement with the operating partnership, pursuant to which the operating partnership extended to Ferrellgas Partners an unsecured, non-amortizing term loan in the aggregate principal amount of $19.9 million. The term loan bore interest at a rate of 20% per annum, all interest on the term loan was added to the outstanding principal amount of the term loan, and the term loan’s maturity date was July 1, 2022. During July 2021, Ferrellgas Partners made an optional principal prepayment of $9.0 million on the term loan. The outstanding principal and accrued interest at April 30, 2022 was $15.2 million. Ferrellgas Partners repaid the term loan on May 16, 2022. See Note O – Subsequent events to our condensed consolidated financial statements for more information.

### Contractual Obligations

As of April 30, 2022, there have been no material changes to our contractual obligations and commitments from those described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Contractual Obligations” in our Annual Report on Form 10-K for fiscal 2021. For additional information regarding our debt obligations, see Note E – Debt to our condensed consolidated financial statements.

#### The operating partnership

The contractual obligations discussed above also apply to the operating partnership.

## Market risk

As filed, 6,161 characters.

We did not enter into any risk management trading activities during the nine months ended April 30, 2022. Our remaining market risk sensitive instruments and positions have been determined to be “other than trading.”

#### Commodity price risk management

Our risk management activities primarily attempt to mitigate price risks related to the purchase, storage, transport and sale of propane generally in the contract and spot markets from major domestic energy companies on a short-term basis. We attempt to mitigate these price risks through the use of financial derivative instruments and forward propane purchase and sales contracts.

Our risk management strategy involves taking positions in the forward or financial markets that are equal and opposite to our positions in the physical products market in order to minimize the risk of financial loss from an adverse price change. This risk management strategy is successful when our gains or losses in the physical product markets are offset by our losses or gains in the forward or financial markets. Our propane related financial derivatives are designated as cash flow hedges.

Our risk management activities include the use of financial derivative instruments including, but not limited to, futures, swaps, and options to seek protection from adverse price movements and to minimize potential losses. We enter into these financial derivative instruments with brokers who are clearing members with the Intercontinental Exchange or the Chicago Mercantile Exchange and, to a lesser extent, directly with third parties in the over-the-counter market. We also enter into forward propane purchase and sales contracts with counterparties. These forward contracts qualify for the normal purchase normal sales exception within GAAP guidance and are therefore not recorded on our financial statements until settled.

#### Transportation Fuel Price Risk

From time to time, our risk management activities also attempt to mitigate price risks related to the purchase of gasoline and diesel fuel for use in the transport of propane from supply or storage locations and from retail fueling stations. When employed, we attempt to mitigate these price risks through the use of financial derivative instruments.

When employed, our risk management strategy involves taking positions in the financial markets that are not more than the forecasted purchases of fuel for our internal use in supply and retail propane delivery fleet in order to minimize the risk of decreased earnings from an adverse price change. This risk management strategy locks in our purchase price and is successful when our gains or losses in the physical product markets are offset by our losses or gains in the financial markets. Our transport fuel financial derivatives are not designated as cash flow hedges.

#### Risk Policy and Sensitivity Analysis

Market risks associated with energy commodities are monitored daily by senior management for compliance with our commodity risk management policy. This policy includes an aggregate dollar loss limit and limits on the term of various contracts. We also utilize volume limits for various energy commodities and review our positions daily where we remain exposed to market risk, so as to manage exposures to changing market prices.

We have prepared a sensitivity analysis to estimate the exposure to market risk of our energy commodity positions. Forward contracts, futures, swaps and options outstanding as of April 30, 2022 and July 31, 2021, that were used in our risk management activities were analyzed assuming a hypothetical 10% adverse change in prices for the delivery month for all energy commodities. The potential loss in future earnings from these positions due to a 10% adverse movement in market prices of the underlying energy commodities was estimated at $22.9 million and $30.1 million as of April 30, 2022 and July 31, 2021, respectively. The preceding hypothetical analysis is limited because changes in prices may or may not equal 10%, thus actual results may differ. Our sensitivity analysis does not include the anticipated transactions associated with these transactions, which we anticipate will be 100% effective.

#### Credit risk

We maintain credit policies with regard to our counterparties that we believe significantly reduce overall credit risk. These policies include evaluating and monitoring of counterparties’ financial condition (including credit ratings), and entering into agreements with counterparties that govern credit guidelines.

Our other counterparties principally consist of major energy companies that are suppliers, marketers, wholesalers, retailers and end users; and major U.S. financial institutions. The overall impact due to certain changes in economic, regulatory and other events may impact our overall exposure to credit risk, either positively or negatively in that counterparties may be similarly impacted. Based on our policies, exposures, credit and other reserves, management does not anticipate a material adverse effect on financial position or results of operations as a result of counterparty performance.

#### Interest rate risk

We had variable rate indebtedness outstanding related to our letters of credit under our Credit Facility of $90.8 million and $107.7 million as of April 30, 2022 and July 31, 2021, respectively. We had no collateralized note payable borrowings, as we terminated our accounts receivable securitization facility on the Effective Date. Our results of operations, cash flows and financial condition could be materially adversely affected by significant increases in interest rates to the extent that we have variable rate indebtedness (including any disbursements or payments related to letters of credit) outstanding under our Credit Facility.

#### Critical accounting estimates

Our critical accounting estimates are disclosed under “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” in our Form 10-K for fiscal 2021. During the nine months ended April 30, 2022 no modifications were made to these critical accounting estimates.

## Controls and procedures

As filed, 2,578 characters.

An evaluation was performed by the management of Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp., Ferrellgas, L.P., and Ferrellgas Finance Corp., with the participation of the principal executive officer and principal financial officer of our general partner, of the effectiveness of our disclosure controls and procedures. Based on that evaluation, our management, including our principal executive officer and principal financial officer, concluded that our disclosure controls and procedures, as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act, were effective as of April 30, 2022.

The management of Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp., Ferrellgas, L.P., and Ferrellgas Finance Corp. does not expect that our disclosure controls and procedures will prevent all errors and all fraud. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Based on the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the above mentioned partnerships and corporations have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events. Therefore, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Our disclosure controls and procedures are designed to provide such reasonable assurances of achieving our desired control objectives, and the principal executive officer and principal financial officer of our general partner have concluded, as of April 30, 2022, that our disclosure controls and procedures are effective in achieving that level of reasonable assurance.

During the most recent fiscal quarter ended April 30, 2022, there have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or Rule 15d-15(f) of the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 190 characters.

There have been no material changes from the risk factors set forth under Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for fiscal 2021 and in our subsequent SEC filings.

Filed Jun 10, 2022.
Source: SEC EDGAR, the filing index for accession 0001558370-22-009909. Last ingested by Listed: Nov 2, 2026, 06:31 ET. No prices; not investment advice.