UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS The following Unaudited Pro Forma Condensed Combined Financial Statements give effect to the acquisition by Ferrellgas Partners, L.P. ("Ferrellgas") of Thermogas Company ("Thermogas") under the purchase method of accounting. These pro forma statements are presented for illustrative purposes only. The pro forma adjustments are based upon available information and assumptions that management believes are reasonable. The Pro Forma Condensed Combined Financial Statements do not purport to represent what the results of operations or financial position of Ferrellgas would actually have been if the purchase transaction had in fact occurred on such dates, nor do they purport to project the results of operations or financial position of Ferrellgas for any future period or as of any date, respectively. Under the purchase method of accounting, tangible and identifiable intangible assets acquired and liabilities assumed are recorded at their estimated fair values. The excess of the purchase price, including estimated fees and expenses related to the acquisition, over the fair value of the net assets acquired is classified as goodwill in the accompanying unaudited pro forma combined balance sheet and will be amortized over 15 years. 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 intends to continue its analysis of the net assets of Thermogas to determine the final allocation of the total purchase price to the various assets acquired and the liabilities assumed. The Unaudited Pro Forma Condensed Combined Balance Sheet as of October 31, 1999, was prepared by combining the balance sheet at October 31, 1999 for Ferrellgas with the Statement of Net Assets to be Sold at September 30, 1999, for Thermogas giving effect to the acquisition as though it had been completed on October 31, 1999. The Unaudited Pro Forma Condensed Combined Statements of Earnings for the periods presented were prepared by combining Ferrellgas' Statements of Earnings for the three months ended October 31, 1999, and the year ended July 31, 1999, respectively, and with Thermogas' Statements of Operations to be Sold for the three months ended September 30, 1999, and the year ended June 30, 1999, respectively, giving effect to the acquisition as though it had occurred on August 1, 1998. These Unaudited Pro Forma Condensed Combined Financial Statements do not give effect to any restructuring costs or to any potential cost savings or other operating efficiencies that could result from the integration of Thermogas. The consolidated historical financial statements of Ferrellgas for the year ended July 31, 1999, are derived from audited consolidated financial statements and are included in the Form 10-K filed by Ferrellgas on October 28, 1999 with the Securities and Exchange Commission ("SEC"). The consolidated historical financial statements of Ferrellgas for the three months ended October 31, 1999, are derived from the unaudited consolidated financial statements in the Form 10-Q filed by Ferrellgas on December 13, 1999 with the SEC. The historical financial statements of Thermogas for the year ended June 30, 1999, and the three months ended September 30, 1999, are derived from periods included in the audited consolidated financial statements contained in this current report. You should read the financial information in this section along with Ferrellgas' and Thermogas' historical consolidated financial statements and accompanying notes in prior SEC filings or in this current report. UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET (1) October 31, 1999 (in thousands, except unit data) Ferrellgas Thermogas Partners, L.P. Company Pro Forma Pro Forma ASSETS Historical (2) Historical (2) Adjustments (3) Combined - ---------------------------------------------- --------------- -------------- -------------- ------------- Current Assets: Cash and cash equivalents $ 12,261 $ 7,254 $ - (4) $ 19,515 Accounts and notes receivable 84,563 17,538 - 102,101 Inventories 52,831 16,095 - 68,926 Prepaid expenses and other current assets 17,363 539 223 (3) 18,125 --------------- -------------- -------------- ------------- Total Current Assets 167,018 41,426 223 208,667 Property, plant and equipment, net 405,450 193,663 (43,788)(5) 555,325 Intangible assets, net 116,473 110,208 38,638 (6) 265,319 Other assets, net 8,340 2,666 1,244 (7) 12,250 --------------- -------------- -------------- ------------- Total Assets $ 697,281 $ 347,963 $ (3,683) $ 1,041,561 =============== ============== ============== ============= LIABILITIES AND PARTNERS' CAPITAL - ---------------------------------------------- Current Liabilities: Accounts payable $ 88,370 $ 28,282 $ - $ 116,652 Other current liabilities 45,537 4,219 7,100 (3) 56,856 Short-term borrowings 55,965 - - 55,965 --------------- -------------- -------------- ------------- Total Current Liabilities 189,872 32,501 7,100 229,473 Long-term debt 593,081 - 135,033 (8) 728,114 Other liabilities 12,300 - - 12,300 Contingencies and commitments - - - - Minority interest 650 - - 650 -------------- Net Assets to be Sold $315,462 ============== Partners' Capital: Senior common units (liquidation value $175 million) - 166,075 (9) 166,075 Common units (37,982) - (37,982) General partner (59,843) 3,571 (10) (56,272) Accumulated other comprehensive income (797) - (797) --------------- -------------- ------------- Total Partners' Capital (98,622) 169,646 71,024 --------------- -------------- ------------- Total Liabilities and Partners' Capital $ 697,281 $ 311,779 $ 1,041,561 =============== ============== ============= See Accompanying Notes to Unaudited Pro Forma Combined Financial Statements. 2 UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS (1) Three Months Ended October 31, 1999 (In thousands, except per unit data) Ferrellgas Thermogas Partners, L.P. Company Pro Forma Pro Forma Historical (2) Historical (2) Adjustments (3) Combined ------------- ------------ ------------- ---------- Revenues $ 162,739 $ 41,101 $ - $ 203,840 Cost of product sold (exclusive of depreciation, shown separately below) 85,325 24,337 - 109,662 ------------- ------------ ------------- ----------- Gross profit 77,414 16,764 - 94,178 Operating expense 57,177 18,750 - 75,927 Depreciation and amortization expense 12,083 5,491 65 (11) 17,639 Employee stock ownership compensation expense 1,027 - - 1,027 General and administrative expense 5,183 5,711 - 10,894 Equipment lease expense 3,853 - 2,895 (12) 6,748 ------------- ------------ ------------- ----------- Operating loss (1,909) (13,188) (2,960) (18,057) Net interest income (expense) (12,323) 426 (3,672) (13) (15,569) Other income (expense) (96) 43 - (53) ------------- ------------ ------------- ----------- Loss before minority interest (14,328) (12,719) (6,632) (33,679) Income tax expense (benefit) - (4,833) 4,833 (14) - Minority interest (106) - (195)(15) (301) ------------- ------------ ------------- ----------- Loss from continuing operations $ (14,222) $ (7,886) $ (11,270) $ (33,378) ============= ============ ============= =========== See Accompanying Notes to Unaudited Pro Forma Combined Financial Statements. 3 UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS (1) Twelve Months Ended July 31, 1999 (In thousands, except per unit data) Ferrellgas Thermogas Partners, L.P. Company Pro Forma Pro Forma Historical (2) Historical (2) Adjustments (3) Combined -------------- ------------- ------------- ----------- Revenues $ 624,149 $ 235,401 $ - $ 859,550 Cost of product sold (exclusive of depreciation, shown separately below) 273,388 110,673 - 384,061 -------------- ------------- ------------- ----------- Gross profit 350,761 124,728 - 475,489 Operating expense 205,720 72,496 - 279,216 Depreciation and amortization expense 47,257 21,514 712 (16) 69,483 Employee stock ownership compensation expense 3,295 - 3,295 General and administrative expense 19,174 23,018 - 42,192 Equipment lease expense 12,976 - 11,055 (12) 24,031 -------------- ------------- ------------- ----------- Operating income 62,339 6,700 (11,767) 57,272 Net interest expense (45,405) (2,098) (11,090) (17) (58,593) Other expense (1,842) (258) (2,100) -------------- ------------- ------------- ----------- Earnings (loss) before minority interest 15,092 4,344 (22,857) (3,421) Income tax expense (benefit) - 1,651 (1,651) (14) - Minority interest 309 - (187) (15) 122 -------------- ------------- ------------- ----------- Earnings (loss) from continuing operations $ 14,783 $ 2,693 $ (21,019) $ (3,543) ============== ============= ============= =========== See Accompanying Notes to Unaudited Pro Forma Combined Financial Statements. 4 Notes to Unaudited Pro Forma Combined Financial Statements 1. Presentation: Ferrellgas acquired Thermogas on December 17, 1999 (the "Closing Date") and is currently integrating the operations of Thermogas into the existing operations. The Unaudited Pro Forma Condensed Combined Financial Statements do not give effect to any restructuring costs, potential cost savings, or other operating efficiencies that are expected to result from the acquisition (see also footnote 18). The unaudited pro forma financial data is not necessarily indicative of the operating results or financial position that would have occurred had the acquisition been completed at the dates indicated, nor are they necessarily indicative of future operating results or financial position. The purchase accounting adjustments made in connection with the development of the Unaudited Pro Forma Condensed Combined Financial Statements are preliminary and have been made solely for purposes of developing such pro forma financial information. 2. The columns represent the historical financial position and results of operations of Ferrellgas and Thermogas. The Ferrellgas unaudited balance sheet was derived from the information provided in the Form 10-Q filed on December 13, 1999. The Thermogas balance sheet data was derived from the audited financial statements, as of September 30, 1999, included in this current report. The Ferrellgas income statement for the three months ended October 31, 1999, and the year ended July 31, 1999, was derived from the information provided in the Form 10-Q filed December 13, 1999, and the Form 10-K filed October 28, 1999, respectively. The Thermogas income statement data reported on the Pro Forma Combined Statement of Earnings for the three months ended October 31, 1999, is derived from the last three months of the Thermogas Statement of Operations to be Sold for the nine months ended September 30, 1999. The Thermogas income statement data reported on the Unaudited Pro Forma Combined Statement of Earnings for the year ended July 31, 1999, is derived from the combination of the following: a) the first six months of the Thermogas Statement of Operations to be Sold for the nine months ended September 30, 1999, and b) the last six months of the Thermogas Statement of Operations to be Sold for the year ended December 31, 1998. Both Statements of Operations to be Sold used in this calculation are included in this current report. 3. It has been assumed that for purposes of the Unaudited Pro Forma Combined Balance Sheet, the following transactions (see "a" through "d" below) occurred on October 31, 1999, and for purposes of the Unaudited Pro Forma Combined Statements of Earnings, the following transactions (see "a" through "d" below) occurred on August 1, 1998: a. The Thermogas Acquisition--On December 17, 1999, Ferrellgas completed the acquisition of Thermogas (the "Acquisition"). Immediately prior to the Closing Date, Thermogas entered into a $183 million bridge loan and a $135 million operating tank lease financing with Bank of America, N.A. as Administrative Agent. Upon the funding of the bridge loan, Thermogas distributed approximately $123.7 million of the proceeds to Williams Natural Gas Liquids, Inc. ("Williams" or "Seller"). The remaining proceeds from the bridge loan remained in Thermogas and was acquired by Ferrellgas. The proceeds from the operating tank lease of approximately $133.8 million, net of related financing costs, were distributed to Williams. 5 After the funding of both the bridge loan and the operating tank lease, Ferrellgas purchased all of the member interests in Thermogas from Williams in consideration for the issuance of senior common units representing limited partner interests of Ferrellgas with a face value of $175 million. The purchase price may be adjusted upward or downward based on a final determination of working capital balances acquired. The senior common units entitle the holder to annual distributions from Ferrellgas equivalent to 10 percent of face value. Distributions are payable quarterly in kind through issuance of further senior common units until February 1, 2002, after which distributions are payable in cash. Distributions are also payable in cash upon the occurrence of a Material Event, as defined in the Amended and Restated Partnership Agreement of Ferrellgas. The senior common units are redeemable by Ferrellgas at any time in whole or in part upon payment in cash of the face value of the senior common units and the amount of any accrued but unpaid distributions. The Seller has the right to convert any outstanding senior common units into common units at the end of two years or upon the occurrence of a Material Event. Ferrellgas agreed to submit to its common unitholders a proposal to approve this common unit conversion feature and to approve an exemption under Ferrellgas' partnership agreement to enable The Seller to vote the common units, if such conversion were to occur. Ferrell Companies, Inc., which holds a majority of Ferrellgas' common units, agreed to vote in favor of that proposal. Ferrellgas has also granted the Seller demand registration rights at the end of two years or upon the occurrence of a Material Event with respect to the any outstanding senior common units (or common units into which they may be convertible). Upon the acquisition of Thermogas by Ferrellgas, Ferrellgas contributed its interest in Thermogas to Ferrellgas, L.P., its operating subsidiary. Ferrellgas, L.P. then assumed all of Thermogas' obligations under the bridge loan and the operating tank lease. After the contribution and assumption, Thermogas was merged with and into Ferrellgas, L.P. with Ferrellgas, L.P. as the surviving entity. Subsequent to the Acquisition, the remaining funds from the bridge loan were used by Ferrellgas, L.P. to pay down existing debt and to fund transaction related costs. The preliminary purchase price allocation is as follows (in thousands): Pro forma purchase price-- Assumption of Thermogas bridge loan $183,000 Senior common units issued 175,000 Cash acquired (59,331) Estimated transaction costs 13,691 Estimated accrued exit costs 7,100 Estimated receivable from Seller due to working capital adjustment (223) --------- $319,237 Total pro forma purchase price ========= Allocation of purchase price-- Working capital $ 8,925 Property, plant and equipment 149,875 Goodwill 56,559 Customer list 60,200 Assembled workforce 9,600 Trademark 18,500 Existing noncompete agreements of Thermogas 3,987 Other assets, net 2,666 Senior common units, issue costs 8,925 --------- Total pro forma allocation of purchase price $ 319,237 ========= 6 The foregoing pro forma purchase price is based upon the actual amounts paid to date, estimated remaining transaction-related costs, estimated integration/exit costs, and the estimated working capital adjustment. 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 acquired at the Closing Date as determined by valuations and other studies which are not yet complete. The final purchase price allocation may differ from the preliminary allocation. b. The issuance of the fixed rate $184 million of Senior Notes due between 2006-2009 (the "$184 million Senior Notes") - On February 28, 2000, these notes were used to retire the $183 million bridge loan assumed by Ferrellgas, L.P. on the Closing Date. The additional $1 million in borrowings was used to fund debt issuance costs. c. The assumption of a $135 million operating tank lease - This operating tank lease was entered into by Thermogas just prior to the Closing Date and was assumed by Ferrellgas L.P. on the Closing Date. d. The contribution of $3.6 million by Ferrellgas, Inc. (the "General Partner") to Ferrellgas and Ferrellgas L.P. - On the Closing Date, the General Partner contributed cash in order to maintain its required 1% general partnership interest in Ferrellgas and its required 1.0101% general partnership interest in Ferrellgas, L.P. 4. The pro forma adjustments to cash (in thousands): Cash acquired after assumption of bridge loan................................................... $ 59,331 Cash contribution by General Partner............................................................ 3,571 Cash paid to reduce Ferrellgas' existing credit facility borrowings............................. (49,211) Cash paid for transaction costs................................................................. (13,691) --------- Pro forma adjustment....................................................................... $ 0 ========= 5. The pro forma adjustment to property, plant and equipment (in thousands): Allocation of purchase price to property, plant and equipment................................... $149,875 Elimination of historical cost of property, plant and equipment of Thermogas.................... (193,663) --------- Pro forma adjustment....................................................................... $(43,788) ========= The historical cost of property, plant and equipment of Thermogas includes the cost of the tanks subject to the operating tank lease as described in Note 3 above. 6. The pro forma adjustment to intangible assets (in thousands): Goodwill associated with purchase of Thermogas.................................................. $ 56,559 Intangible asset - customer list associated with purchase of Thermogas.......................... 60,200 Intangible asset - trademark associated with purchase of Thermogas.............................. 18,500 Intangible asset - assembled workforce associated with purchase of Thermogas.................... 9,600 Eliminate historical cost of goodwill of Thermogas.............................................. (106,221) --------- Pro forma adjustment....................................................................... $ 38,638 ========= 7. The pro forma adjustment to other assets reflects the debt issuance costs incurred related to the $184 million Senior Notes. 7 8. The pro forma adjustment to long-term debt (in thousands): Assumption of Thermogas bridge loan............................................................. $ 183,000 Issuance of the $184 million Senior Notes at an average rate of 8.8% interest rate.............. 184,000 Borrowing for payment of remaining debt issuance costs related to $184 million Senior Notes.................................................................................... 244 Eliminate Thermogas bridge loan pursuant to refinancing with issuance of Senior Notes (183,000) Reduce Ferrellgas' credit facility borrowings from cash acquired................................ (49,211) --------- Pro forma adjustment....................................................................... $ 135,033 ========= 9. The pro forma adjustments to senior common units (in thousands): Senior common units issued ($175 million liquidation value)...................................... $175,000 Costs related to the issuance of the senior common units......................................... (8,925) -------- Pro forma adjustments....................................................................... $166,075 ======== 10. The pro forma adjustments to General Partner reflects the cash contribution from the General Partner (described in footnote 3). 11. The pro forma adjustment to depreciation and amortization expense for the three months ended October 31, 1999 (in thousands): Elimination of historical depreciation and amortization expense of Thermogas.................... $ (5,491) Additional depreciation and amortization expense reflecting the preliminary Allocation of purchase price: Depreciation of amount allocated to buildings and equipment................................ 2,258 Amortization of amount allocated to goodwill (15 year life)................................ 943 Amortization of amount allocated to customer list (15 year life)........................... 1,003 Amortization of amount allocated to assembled workforce (3 year life)...................... 800 Amortization of amount allocated to trademark (15 year life)............................... 308 Amortization of amount allocated to existing noncompete agreements of Thermogas 244 -------- Pro forma adjustment.................................................................. $ 65 ======== 12. The pro forma adjustment to recognize equipment lease expense related to the operating tank lease. 13. The pro forma adjustment to interest expense for the three months ended October 31, 1999 (in thousands): Elimination of Thermogas net interest income.................................................... $ (426) Elimination of interest related to repayment of a portion of the Ferrellgas, L.P. Credit Facility................................................................................ 846 Additional interest expense related to-- Issuance of $184 million Senior Notes at an average 8.8% fixed interest rate............... (4,055) Amortization of debt issuance costs related to the $184 million Senior Notes............... (37) -------- Pro forma adjustment.................................................................. $(3,672) ======== The elimination of interest expense related to the Ferrellgas, L.P. Credit Facility was determined based on (i) repayment of $49.0 million of existing indebtedness from proceeds of the bridge loan and (ii) an average interest rate of 6.91%. 14. The pro forma adjustment to the provision for income taxes recognizes that Ferrellgas is not subject to income tax. 8 15. The pro forma adjustment to the minority interest reflects the Ferrellgas L.P. General Partner's ownership interest in the consolidated results of the Ferrellgas. 16. The pro forma adjustment to depreciation and amortization expense for the twelve months ended July 31, 1999 (in thousands): Elimination of historical depreciation and amortization expense of Thermogas.................... $(21,514) Additional depreciation and amortization expense reflecting the preliminary allocation of purchase price: Depreciation of amount allocated to buildings and equipment................................ 9,033 Amortization of amount allocated to goodwill (15 year life)................................ 3,771 Amortization of amount allocated to customer list (15 year life)........................... 4,013 Amortization of amount allocated to assembled workforce (3 year life)...................... 3,200 Amortization of amount allocated to trademark (15 year life)............................... 1,233 Amortization of amount allocated to existing noncompete agreements of Thermogas 976 ------------ Pro forma adjustment.................................................................. $ 712 ============ 17. The pro forma adjustment to interest expense for the twelve months ended July 31, 1999 (in thousands): Elimination of Thermogas net interest income.................................................... $ 2,098 Elimination of interest related to repayment of a portion of the Ferrellgas, L.P. Credit Facility.................................................................................. 3,178 Additional interest expense related to-- Issuance of $184 million Senior Notes at an average 8.8% fixed interest rate............... (16,218) Amortization of debt issuance costs related to the Senior Notes............................ (148) ------------ Pro forma adjustment.................................................................. $(11,090) ============ The elimination of interest expense related to Ferrellgas, L.P. Credit Facility was determined based on (i) repayment of $49.0 million of existing indebtedness from proceeds of the bridge loan and (ii) an average interest rate of 6.49%. 18. The following forecast information has not been included in the Unaudited Pro Forma Condensed Combined Financial Statements but is presented as follows in order to provide additional information about the Acquisition. Ferrellgas is currently implementing its strategic and operating plans for the integration of Thermogas into its existing operations. Ferrellgas expects to achieve significant cost savings from duplicative general and administrative costs and duplicative costs in overlapping retail propane locations. Given the corporate overhead structure that Ferrellgas has historically utilized in its operations, it is estimated that approximately $22 million of annual general and administrative costs can be eliminated from the operations of Thermogas, based on the twelve month period used in the Unaudited Pro Forma Condensed Combined Statement of Operations. Based on preliminary information and assumptions regarding the overlapping retail propane locations, Ferrellgas estimates that it will reduce operating expenses by approximately $9 million due to elimination of duplicative salaries and benefits, plant and supplies, advertising and selling, maintenance, vehicle and other expenses. 9 In addition to the cost savings described above, Ferrellgas expects to generate additional operating income from its existing transportation management and propane procurement operations as a result of the added transportation and propane supply needs of the Thermogas operations. These transportation and supply management operations have been historically provided by related parties. Thus, these operations have not been included in the Unaudited Pro Forma Condensed Combined Statement of Earnings. In addition, given the significantly warmer than normal temperatures experienced during from the winter months of November 1998 to February 1999, Ferrellgas would have expected an increase in profits during the Unaudited Pro Forma Condensed Combined Statement of Earnings for the year ended July 31, 1999, assuming normal winter temperatures. Based on temperatures provided by the American Gas Association, the temperatures for the winter of 1998 was 11% warmer than normal. 10