Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS
The unaudited pro forma condensed combined statement of earnings for the period presented was prepared by combining Ferrellgas L.P.’s statement of earnings for the year ended July 31, 2004, with Blue Rhino Corporation’s statement of operations for the eight months and twenty days ended April 20, 2004 giving effect to the Blue Rhino LLC contribution as though it had occurred on August 1, 2003. This unaudited pro forma condensed combined statement of earnings does not give effect to any restructuring costs or to any potential cost savings or other operating efficiencies that could result from the integration of Blue Rhino LLC with the operations of Ferrellgas, L.P.
The following unaudited pro forma condensed combined statement of earnings gives effect to the Blue Rhino LLC contribution under the purchase method of accounting. This pro forma statement is presented for illustrative purposes only. The pro forma adjustments are based upon available information and assumptions that management believes are reasonable. This unaudited pro forma condensed combined statement of earnings does not purport to represent what the results of operations of Ferrellgas, L.P. would actually have been if the Blue Rhino LLC contribution had in fact occurred on such date, nor does it purport to project the results of operations of Ferrellgas, L.P. for any future period or as of any date. Under the purchase method of accounting, tangible and identifiable intangible assets acquired and liabilities assumed are recorded at their estimated fair values. The estimated fair values and useful lives of assets acquired and liabilities assumed are based on a preliminary valuation and are subject to final valuation adjustments. Ferrellgas, L.P. intends to continue its analysis of the net assets of Blue Rhino LLC to determine the final allocation of the total purchase price to the various assets acquired and the liabilities assumed.
Ferrellgas, L.P.’s unaudited condensed consolidated historical statement of earnings for the year ended July 31, 2004, is derived from its audited consolidated statement of earnings contained in its Form 10-K as filed with the SEC on October 13, 2004. The unaudited condensed historical statement of earnings of Blue Rhino Corporation for the eight months and twenty days ended April 20, 2004, is derived from i) the unaudited condensed statements of operations contained in Blue Rhino Corporation’s Form 10-Q as filed with the SEC on March 11, 2004 and ii) from Blue Rhino Corporation’s unaudited condensed statement of operations for the two months and twenty days ended April 20, 2004.
You should read the financial information in this section together with Ferrellgas, L.P.’s historical consolidated financial statements and accompanying notes contained in its prior SEC filings, and Blue Rhino Corporation’s historical consolidated financial statements and accompanying notes contained in its prior SEC filings or in this current report.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS(1)
For Year Ended July 31, 2004
(in thousands)
| Blue Rhino | ||||||||||||||||
| Ferrellgas, L.P. | Corporation | Pro Forma | Pro Forma | |||||||||||||
| Historical(2) | Historical(2) | Adjustments(3) | Combined | |||||||||||||
Revenues | $ | 1,379,381 | $ | 162,143 | $ | - | $ | 1,541,524 | ||||||||
Cost of product sold (exclusive of depreciation, shown with amortization below) | 825,845 | 127,056 | (5,472 | )(4) | 947,429 | |||||||||||
Gross profit | 553,536 | 35,087 | 5,472 | 594,095 | ||||||||||||
| Operating expense | 325,356 | 23,550 | - | 348,906 | ||||||||||||
| Depreciation and amortization expense | 57,115 | 7,789 | 13,258 | (4)(5) | 78,162 | |||||||||||
| General and administrative expense | 34,532 | 1,034 | - | 35,566 | ||||||||||||
| Equipment lease expense | 19,674 | 43 | - | 19,717 | ||||||||||||
| Employee stock ownership plan compensation charge | 7,892 | - | - | 7,892 | ||||||||||||
| Loss on disposal of assets and other | 7,168 | 303 | - | 7,471 | ||||||||||||
Operating income | 101,799 | 2,368 | (7,786 | ) | 96,381 | |||||||||||
| Interest expense | (54,242 | ) | (1,786 | ) | (9,979 | )(6) | (66,007 | ) | ||||||||
| Interest income | 1,582 | 22 | - | 1,604 | ||||||||||||
Earnings before income taxes | 49,139 | 604 | (17,765 | ) | 31,978 | |||||||||||
| Income taxes | (402 | ) | 19 | (1,433 | )(7) | (1,816 | ) | |||||||||
Earnings from continuing operations | $ | 49,541 | $ | 585 | $ | (16,332 | ) | $ | 33,794 | |||||||
See Accompanying Notes to Unaudited Pro Forma Condensed Combined Statement of Earnings.
FERRELLGAS, L.P.
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS
| 1. | Presentation. The Blue Rhino LLC contribution was completed on April 21, 2004. This unaudited pro forma condensed combined statement of earnings does not give effect to any restructuring costs, potential cost savings or other operating efficiencies that are expected to result from the Blue Rhino LLC contribution (see also footnote 8). The unaudited pro forma financial data is not necessarily indicative of the operating results that would have occurred had the Blue Rhino LLC contribution been completed at the dates indicated, nor is it necessarily indicative of future operating results. The purchase accounting adjustments made in connection with the development of this unaudited pro forma condensed combined statement of earnings are preliminary and have been made solely for purposes of developing such pro forma financial information. | |||
| 2. | The columns represent Ferrellgas, L.P.’s unaudited condensed historical results of operations, as well as those of Blue Rhino Corporation. Ferrellgas, L.P.’s unaudited condensed income statement data reported on the unaudited pro forma condensed combined statement of earnings for the year ended July 31, 2004 was derived from the information included in its Form 10-K as filed with the SEC on October 13, 2004. The Blue Rhino Corporation unaudited condensed income statement data reported on the unaudited pro forma condensed combined statement of earnings for the eight months and twenty days ended April 20, 2004 was derived from i) Blue Rhino Corporation’s Form 10-Q as filed with the SEC on March 11, 2004 and ii) the information included in Blue Rhino Corporation’s unaudited statement of operations for the two months and 20 days ended April 20, 2004. | |||
| 3. | Ferrellgas, L.P. has assumed for purposes of the unaudited pro forma condensed combined statement of earnings, that the following transactions occurred on August 1, 2003: | |||
| a. | The Blue Rhino LLC contribution and ancillary transactions: | |||
| On April 20, 2004, FCI Trading Corp., an affiliate of Ferrellgas, Inc., the general partner of Ferrellgas, L.P., acquired all of the outstanding common stock of Blue Rhino Corporation in an all-cash merger. Pursuant to an Agreement and Plan of Merger dated February 8, 2004, a subsidiary of FCI Trading merged with and into Blue Rhino Corporation whereby the then current stockholders of Blue Rhino Corporation were granted the right to receive a payment from FCI Trading of $17.00 in cash for each share of Blue Rhino Corporation common stock outstanding on April 20, 2004. FCI Trading thereafter became the sole stockholder of the Blue Rhino Corporation and immediately after the merger, FCI Trading converted Blue Rhino Corporation into a limited liability company, Blue Rhino LLC. | ||||
| Pursuant to a Contribution Agreement dated February 8, 2004, FCI Trading contributed on April 21, 2004 all of the membership interests in Blue Rhino LLC to Ferrellgas, L.P. through a series of transactions and Ferrellgas, L.P. assumed FCI Trading’s obligation under the Agreement and Plan of Merger to pay the $17.00 per share to the former stockholders of Blue Rhino Corporation together with other specific obligations. In consideration of this contribution, Ferrellgas Partners issued 195,686 common units to FCI Trading. Ferrellgas Partners, Ferrellgas, L.P. and FCI Trading have agreed to indemnify our general partner from any damages incurred by our general partner in connection with the assumption of any of the obligations described above. Also on April 21, 2004, subsequent to the contribution described above, Blue Rhino LLC merged with and into Ferrellgas, L.P. The contribution of the membership interests in Blue Rhino LLC to Ferrellgas, L.P. is not expected to be taxable for U.S. Federal income tax purposes. | ||||
| In addition to the payment of $17.00 per share to the former stockholders of Blue Rhino Corporation, each vested stock option and warrant that permits its holder to purchase common stock of Blue Rhino Corporation that was outstanding immediately prior to the merger was converted into the right to receive a cash payment from Blue Rhino Corporation equal to the difference between $17.00 per share and the applicable exercise price of the stock option or warrant. Unvested options and warrants not otherwise subject to automatic accelerated vesting upon a change in control vested on a pro rata basis through April 19, 2004, based on their original vesting date. The total payment to the former Blue Rhino Corporation stockholders for all common stock outstanding on April 20, 2004 and for those Blue Rhino Corporation options and warrants then outstanding was approximately $343 million. | ||||
The consideration paid and preliminary purchase price allocation based upon estimated fair values for the Blue Rhino LLC contribution are as follows (in thousands):
Pro forma purchase price- | ||||
| Assumption of obligations under the contribution agreement | $ | 343,414 | ||
| Limited partner and general partner interests issued in exchange for contribution of membership interests of Blue Rhino LLC to Ferrellgas Partners and Ferrellgas, L.P. (see footnotes b, c and d below) | 8,700 | |||
| Assumption of Blue Rhino LLC debt outstanding on bank credit facility | 43,719 | |||
| Assumption of other liabilities and acquisition costs | 18,939 | |||
| Total pro forma purchase price | $ | 414,772 | ||
Allocation of purchase price | ||||
| Net working capital | $ | 21,333 | ||
| Property, plant and equipment | 91,544 | |||
| Identifiable intangible assets, including customer lists, trademarks, patents, and non-compete agreements | 164,100 | |||
| Goodwill | 137,334 | |||
| Other | 461 | |||
| Total pro forma allocation of purchase price | $ | 414,772 | ||
The foregoing pro forma purchase price is based upon the actual amounts paid, fair values of liabilities assumed and estimated remaining transaction-related costs. The preliminary purchase price allocation is based on available information and certain assumptions that management considers reasonable. The pro forma allocation of purchase price will be based upon a final determination of the fair market value of the net assets contributed at closing as determined by valuations and other studies that are not yet complete. The final purchase price allocation may differ from the preliminary allocation.
| b. | Contribution of $2.0 million by the general partner to Ferrellgas, L.P. - At closing, the general partner contributed its membership interests in Blue Rhino LLC to maintain its required 1.0101% general partnership interest in Ferrellgas, L.P. | |||
| c. | Contribution of $2.0 million by the limited partner to Ferrellgas, L.P. - At closing, the limited partner contributed to Ferrellgas, L.P. its membership interests in Blue Rhino LLC. | |||
| d. | Issuance of $4.7 million of a limited partner interest to the limited partner for the contribution to Ferrellgas, L.P. of its membership interests in Blue Rhino LLC. | |||
| 4. | The pro forma adjustment to cost of goods sold reflects the change in accounting policy for the purchase of cylinders and associated valves. Blue Rhino Corporation’s accounting policy expensed the cost of upgrading cylinder valves and classified it as cost of goods sold. Blue Rhino Corporation capitalized the cost of purchased cylinders and depreciated cylinders over 25 years. Ferrellgas L.P.’s accounting policy will result in the capitalization of such valve costs and their depreciation over 2 years. The cost of purchased cylinders will be depreciated over 20 years. | |||
| 5. | The pro forma adjustment to depreciation and amortization expense for the year ended July 31, 2004 (in thousands): | |||
| Elimination of historical depreciation and amortization expense of Blue Rhino LLC | $ | (7,789 | ) | |
| Additional depreciation and amortization expense reflecting the preliminary allocation of purchase price: | ||||
| Depreciation of amount allocated to property, plant and equipment | ||||
| Depreciation of amount allocated to cylinders and associated valves | 9,217 |
| Amortization of amount allocated to customer list (10 year life) | 4,775 | |||
| Amortization of amount allocated to noncompete agreements (5 year life) | 825 | |||
| Amortization of amount allocated to other intangible assets (3-6 year life) | 825 | |||
| Pro forma adjustment | $ | 13,258 | ||
| 6. | The pro forma adjustment to interest expense for the year ended July 31, 2004 (in thousands): |
| Elimination of Blue Rhino LLC interest expense | $ | 1,786 | ||
| Elimination of interest related to repayment of a portion of the Ferrellgas, L.P. credit facility at the existing average 3.3% interest rate | 1,380 | |||
| Additional interest expense related to- | ||||
| Issuance of $250 million senior notes net of discount | (12,724 | ) | ||
| Amortization of debt issuance costs related to the $250 million senior notes | (421 | ) | ||
| Pro forma adjustment | $ | (9,979 | ) | |
The elimination of interest expense related to the Ferrellgas, L.P. credit facility was determined based on:
| • | repayment of $44.4 million of existing indebtedness from proceeds of Ferrellgas Partners’ issuance of common units; and | |||
| • | an average interest rate of 3.3%. | |||
| 7. | The pro forma adjustment to the provision for income taxes reflects that Ferrellgas, L.P. is not subject to income tax and the contribution of some of the assets of Blue Rhino LLC into a taxable subsidiary of Ferrellgas, L.P. | |||
| 8. | The following forecast information has not been included in these unaudited pro forma condensed combined financial statements but is presented as follows to provide additional information about the Blue Rhino LLC contribution. | |||
Ferrellgas, LP. believes that:
| • | Blue Rhino LLC’s counter-seasonal business activities and anticipated future growth will provide Ferrellgas, L.P. with the ability to better utilize its seasonal resources; |
| • | its over 600 retail locations will provide Blue Rhino LLC with a network that complements its existing distributor network; |
| • | it will achieve cost savings from the elimination of duplicative general and administrative expenses, specifically insurance costs and expenses related to Blue Rhino LLC’s former status as a publicly-held company; and |
| • | Blue Rhino LLC will achieve savings by Ferrellgas, L.P.’s provision of propane procurement, storage and transportation logistics. |
Ferrellgas L.P. believes that these cost saving opportunities can eliminate approximately $3 million of annual operating expense and $4 million of general and administrative expense from the operations of Blue Rhino LLC based on the fiscal year used in the unaudited pro forma condensed combined statement of earnings.