EXHIBIT 99.15
Ferrellgas, Inc. and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
As of April 30, 2008 and July 31, 2007
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FERRELLGAS, INC. AND SUBSIDIARIES
Table of Contents
Page
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
| Condensed Consolidated Balance Sheets – April 30, 2008 and July 31, 2007 | 1 | |||
| Notes to Condensed Consolidated Balance Sheets | 2 |
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FERRELLGAS, INC. AND SUBSIDIARIES
(a wholly-owned subsidiary of Ferrell Companies, Inc.)
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
(unaudited)
| April 30, | July 31, | |||||||
| ASSETS | 2008 | 2007 | ||||||
Current assets: | ||||||||
| Cash and cash equivalents | $ | 21,721 | $ | 21,440 | ||||
| Accounts and notes receivable, net | 162,580 | 118,320 | ||||||
| Inventories | 121,833 | 113,807 | ||||||
| Price risk management assets | 17,228 | 5,097 | ||||||
| Prepaid expenses and other current assets | 14,699 | 11,685 | ||||||
Total current assets | 338,061 | 270,349 | ||||||
| Property, plant and equipment, net | 740,145 | 768,246 | ||||||
| Goodwill | 483,085 | 483,689 | ||||||
| Intangible assets, net | 230,449 | 246,283 | ||||||
| Other assets, net | 20,037 | 17,874 | ||||||
Total assets | $ | 1,811,777 | $ | 1,786,441 | ||||
LIABILITIES AND STOCKHOLDER’S DEFICIENCY | ||||||||
Current liabilities: | ||||||||
| Accounts payable | $ | 75,674 | $ | 62,103 | ||||
| Short-term borrowings | 71,025 | 57,779 | ||||||
| Other current liabilities | 100,839 | 107,231 | ||||||
Total current liabilities | 247,538 | 227,113 | ||||||
| Long-term debt | 1,028,518 | 1,011,751 | ||||||
| Deferred income taxes | 6,193 | 5,402 | ||||||
| Other liabilities | 19,328 | 18,873 | ||||||
| Contingencies and commitments (Note F) | — | — | ||||||
| Minority interest | 403,928 | 417,904 | ||||||
| Parent investment in subsidiary | 173,506 | 180,160 | ||||||
Stockholder’s deficiency: | ||||||||
| Common stock, $1 par value; | ||||||||
| 10,000 shares authorized; 990 shares issued | 1 | 1 | ||||||
| Additional paid-in-capital | 20,653 | 20,429 | ||||||
| Note receivable from parent | (145,175 | ) | (145,231 | ) | ||||
| Retained earnings | 43,100 | 45,303 | ||||||
| Accumulated other comprehensive income | 14,187 | 4,736 | ||||||
Total stockholder’s deficiency | (67,234 | ) | (74,762 | ) | ||||
Total liabilities and stockholder’s deficiency | $ | 1,811,777 | $ | 1,786,441 | ||||
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FERRELLGAS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED BALANCE SHEETS
April 30, 2008
(Dollars in thousands, unless otherwise designated)
(unaudited)
| A. | Organization and formation |
The accompanying condensed consolidated balance sheets and related notes present the condensed consolidated financial position of Ferrellgas, Inc. (the “Company”), and its subsidiaries, which include its general partnership interest in both Ferrellgas Partners, L.P. (“Ferrellgas Partners”) and Ferrellgas, L.P. (the “operating partnership”). The Company is a wholly-owned subsidiary of Ferrell Companies, Inc. (“Ferrell” or the “Parent”).
The condensed consolidated balance sheets of the Company reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the interim periods presented. All adjustments to the consolidated balance sheets were of a normal, recurring nature. The information included in this Quarterly Report should be read in conjunction with the consolidated financial statements and accompanying notes as set forth in the Company’s consolidated financial statements for fiscal 2007.
B. Summary of significant accounting policies
(1) Nature of operations:
The Company is a holding entity that conducts no operations and has three subsidiaries, Ferrellgas Partners, Ferrellgas, L.P. and Ferrellgas Acquisitions Company, LLC (“Ferrellgas Acquisitions Company”).
The Company owns a 1% general partner interest in Ferrellgas Partners and an approximate 1% general partner interest in the operating partnership. The operating partnership is the only operating subsidiary of Ferrellgas Partners. The Company owns a 100% equity interest in Ferrellgas Acquisitions Company. Limited operations are conducted by or through Ferrellgas Acquisitions Company, whose only purpose is to acquire the tax liabilities of acquirees of Ferrellgas Partners. Ferrellgas is engaged primarily in the distribution of propane and related equipment and supplies in the United States. The propane distribution market is seasonal because propane is used primarily for heating in residential and commercial buildings. Ferrellgas serves residential, industrial/commercial, portable tank exchange, agricultural and other customers in all 50 states, the District of Columbia and Puerto Rico.
(2) Accounting estimates:
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements. Actual results could differ from these estimates. Significant estimates impacting the condensed consolidated balance sheets include accruals that have been established for contingent liabilities, pending claims and legal actions arising in the normal course of business, useful lives of property, plant and equipment assets, residual values of tanks, capitalization of customer tank installation costs, amortization methods of intangible assets, and valuation methods used to value sales returns and allowances, allowance for doubtful accounts, derivative commodity contracts and stock and unit-based compensation calculations.
(3) New accounting standards:
Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. This statement is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the potential impact of this statement.
SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities,” provides entities the irrevocable option to elect to carry most financial assets and liabilities at fair value with changes in fair value recorded in earnings. This statement is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the potential impact of this statement.
FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” provides a recognition threshold and measurement attribute for the recognition and measurement of a tax position taken or expected to be taken in a tax return and also provides guidance on derecognition, classification, treatment of interest and penalties, and disclosure. The adoption of this interpretation during fiscal 2008 did not have a significant impact to the Company.
SFAS No. 141(R) “Business Combinations” (a replacement of SFAS No. 141, “Business Combinations”) establishes principles and requirements for how the acquirer in a business combination recognizes and measures the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree, how the acquirer recognizes and measures goodwill or a gain from a bargain purchase (formerly negative goodwill) and how the acquirer determines what information to disclose. This statement is effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company is currently evaluating the potential impact of this statement.
SFAS No. 160 “Noncontrolling Interests in Consolidated Financial Statements” establishes accounting and reporting standards for the noncontrolling interest (formerly minority interest) in a subsidiary and for the deconsolidation of a subsidiary and it clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity. This statement is effective for fiscal years beginning on or after December 15, 2008. The Company is currently evaluating the potential impact of this statement.
SFAS No. 161 “Disclosures about Derivative Instruments and Hedging Activities, an Amendment to FASB Statement No. 133” enhances disclosure requirements for derivative instruments and hedging activities. This statement is effective for fiscal years and interim periods beginning on or after November 15, 2008. The Company is currently evaluating the potential impact of this statement.
(4) Price risk management assets and liabilities:
Financial instruments formally designated and documented as a hedge of a specific underlying exposure are recorded at fair value and classified on the consolidated balance sheets as either “Price risk management assets” or “Other current liabilities”.
(5) Income taxes:
Deferred taxes consisted of the following:
| April 30, | July 31, | |||||||
| 2008 | 2007 | |||||||
| Deferred tax assets | $ | 4,576 | $ | 1,718 | ||||
| Deferred tax liabilities | $ | (6,294 | ) | $ | (5,480 | ) | ||
C. Supplemental balance sheet information
Inventories consist of:
| April 30, | July 31, | |||||||
| 2008 | 2007 | |||||||
| Propane gas and related products | $ | 96,153 | $ | 89,769 | ||||
| Appliances, parts and supplies | 25,680 | 24,038 | ||||||
| $ | 121,833 | $ | 113,807 | |||||
In addition to inventories on hand, the Company enters into contracts primarily to buy propane for supply procurement purposes. Most of these contracts have terms of less than one year and call for payment based on market prices at the date of delivery. All supply procurement fixed price contracts have terms of fewer than 24 months. As of April 30, 2008, the Company had committed, for supply procurement purposes, to take net delivery of approximately 9.5 million gallons of propane at fixed prices.
Other current liabilities consist of:
| April 30, | July 31, | |||||||
| 2008 | 2007 | |||||||
| Accrued interest | $ | 25,145 | $ | 23,447 | ||||
| Accrued payroll | 13,273 | 16,680 | ||||||
| Accrued insurance | 12,616 | 11,602 | ||||||
| Customer deposits and advances | 12,964 | 21,018 | ||||||
| Other | 36,841 | 34,484 | ||||||
| $ | 100,839 | $ | 107,231 | |||||
D. Accounts receivable securitization
The operating partnership transfers certain of its trade accounts receivable to Ferrellgas Receivables, LLC (“Ferrellgas Receivables”), a wholly-owned unconsolidated, special purpose entity, and retains an interest in a portion of these transferred receivables. As these transferred receivables are subsequently collected and the funding from the accounts receivable securitization facility is reduced, the operating partnership’s retained interest in these receivables is reduced. The accounts receivable securitization facility consisted of the following:
| April 30, | July 31, | |||||||
| 2008 | 2007 | |||||||
| Retained interest | $ | 30,729 | $ | 14,022 | ||||
| Accounts receivable transferred | $ | 165,000 | $ | 76,250 | ||||
The retained interest was classified as accounts and notes receivable on the condensed consolidated balance sheets. The operating partnership had the ability to transfer, at its option, an additional $16.7 million of its trade accounts receivable at April 30, 2008.
The weighted average discount rate used to value the retained interest in the transferred receivables was 3.3% and 5.3% as of April 30, 2008 and July 31, 2007, respectively.
| E. | Long-term debt |
Long-term debt consists of:
| April 30, | July 31, | |||||||
| 2008 | 2007 | |||||||
Senior notes | ||||||||
| Fixed rate, Series C-E, ranging from 7.12% to 7.42% due 2008-2013 | $ | 204,000 | $ | 204,000 | ||||
| Fixed rate, 8.75%, due 2012, net of unamortized premium | 269,566 | 269,851 | ||||||
| Fixed rate, Series C, 8.87%, due 2009 | 73,000 | 163,000 | ||||||
| Fixed rate, 6.75% due 2014, net of unamortized discount | 249,459 | 249,391 | ||||||
Credit facilities, variable interest rates, expiring 2009 and 2010 (net of $71.0 million and $57.8 million classified as short-term borrowings at April 30, 2008 and July 31, 2007, respectively) | 228,375 | 120,021 | ||||||
Notes payable, due 2008 to 2016, net of unamortized discount | 6,832 | 8,395 | ||||||
Capital lease obligations | 33 | 50 | ||||||
| 1,031,265 | 1,014,708 | |||||||
| Less: current portion, included in other current liabilities on the condensed consolidated balance sheets | 2,747 | 2,957 | ||||||
| $ | 1,028,518 | $ | 1,011,751 | |||||
During August 2007, the Company made scheduled principal payments of $90.0 million of the 8.78% Series B senior notes using proceeds from borrowings on the unsecured credit facilities.
Unsecured credit facilities
During April 2008, the operating partnership executed an amendment to its unsecured credit facility due April 22, 2010, increasing its borrowing capacity by $73 million and bringing total borrowing capacity for all unsecured credit facilities to $598 million.
As of April 30, 2008, the operating partnership had total borrowings outstanding under the unsecured credit facilities of $299.4 million. The Company classified $71.0 million of this amount as short term borrowings since it was used to fund working capital needs that management intends to pay down within the next 12 months. These borrowings have a weighted average interest rate of 4.88%. As of July 31, 2007, the operating partnership had total borrowings outstanding under the unsecured credit facilities of $177.8 million. The Company classified $57.8 million of this amount as short term borrowings since it was used to fund working capital needs that management had intended to pay down within the following 12 months. These borrowings had a weighted average interest rate of 7.21%.
F. Contingencies
The Company’s operations are subject to all operating hazards and risks normally incidental to handling, storing, transporting and otherwise providing for use by consumers of combustible liquids such as propane. As a result, at any given time, the Company is threatened with or named as a defendant in various lawsuits arising in the ordinary course of business. Currently, the Company is not a party to any legal proceedings other than various claims and lawsuits arising in the ordinary course of business. It is not possible to determine the ultimate disposition of these matters; however, management is of the opinion that there are no known claims or contingent claims that are reasonably expected to have a material adverse effect on the condensed consolidated financial condition of the Company.
G. Subsequent events
During May 2008, the operating partnership renewed its accounts receivable securitization facility for a 364-day commitment with JP Morgan Chase Bank, N.A. and Fifth Third Bank. The renewed facility allows the operating partnership to sell up to $160.0 million of accounts receivable, depending on the available undivided interest in the operating partnership’s accounts receivable from certain customers.
On August 1, 2008, the operating partnership made scheduled principal payments of $52.0 million of the 7.12% Series C senior notes using proceeds from borrowings on the unsecured credit facilities. Since borrowings under the unsecured bank credit facilities are not due within one year, this $52.0 million has been classified as long term.
On August 4, 2008, the operating partnership issued $200.0 million in aggregate principal amount of its 6.75% senior notes due 2014 at an offering price equal to 85% of par. The proceeds from this offering were used to reduce outstanding indebtedness under our senior unsecured revolving credit facility.
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