UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the quarterly period ended April 30, 1995
OR
[ ] Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period from............to...............
Commission file number 33-53379
33-53379-01
Ferrellgas, L.P.
Ferrellgas Finance Corp.
________________________________________________________________
(Exact name of registrants as specified in their charters)
Delaware 43-1698481
Delaware 43-1677595
________________________________ ____________________
(States or other jurisdictions (I.R.S. Employer
of incorporation or organization) Identification Nos.)
One Liberty Plaza, Liberty, Missouri 64068
___________________________________________________________
(Address of principal executive offices) (Zip Code)
Registrants' telephone number, including area code (816) 792-1600
Indicate by check mark whether the registrants (1) have
filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that
the registrants were required to file such reports),
and (2) have been subject to such filing requirements
for the past 90 days.
Yes [X] No [ ]
Indicate the number of shares outstanding of each of
the issuer's classes of common stock, as of May 31,
1995:
Ferrellgas Finance Corp. - 1,000 shares of $1 par value
common stock
FERRELLGAS PARTNERS, L.P.
FERRELLGAS, L.P.
FERRELLGAS FINANCE CORP.
Table of Contents
Page
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Ferrellgas Partners, L.P. and Subsidiary
----------------------------------------
Consolidated Balance Sheets -
April 30, 1995 and July 31, 1994 1
Consolidated Statements of Earnings -
Three months and nine months
ended April 30, 1995 and
Predecessor April 30, 1994 2
Consolidated Statement of Partners' Capital -
Nine months ended April 30, 1995 3
Consolidated Statements of Cash Flows -
Nine months ended April 30, 1995
and Predecessor April 30, 1994 4
Condensed Notes to Consolidated
Financial Statements 5
Ferrellgas, L.P. and Subsidiaries
---------------------------------
Consolidated Balance Sheets -
April 30, 1995 and July 31, 1994 8
Consolidated Statements of Earnings -
Three months and nine months ended
April 30, 1995 and Predecessor April 30, 1994 9
Consolidated Statement of Partners' Capital -
Nine months ended April 30, 1995 10
Consolidated Statements of Cash Flows -
Nine months ended April 30, 1995 and
Predecessor April 30, 1994 11
Condensed Notes to Consolidated Financial
Statements 12
Ferrellgas Finance Corp.
------------------------
Balance Sheets -
April 30, 1995 and July 31, 1994 15
Statements of Operations -
Three months and nine months ended
April 30, 1995 16
Statement of Cash Flows -
Nine months ended April 30, 1995 17
Condensed Notes to Financial Statements 18
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 19
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 22
PART 1 - FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(in thousands, except unit data)
April 30, July 31,
ASSETS 1995 1994
- ------------------------ --------- ---------
(unaudited)
Current Assets:
Cash and cash equivalents $ 17,029 $ 14,535
Accounts and notes receivable, net 67,522 50,780
Inventories 31,973 43,562
Prepaid expenses and other
current assets 3,533 2,042
--------- ---------
Total Current Assets 120,057 110,919
Property, plant and equipment, net 353,861 294,765
Intangible assets, net 66,701 63,291
Other assets, net 8,372 8,218
--------- ---------
Total Assets $548,991 $477,193
========= =========
LIABILITIES AND PARTNERS' CAPITAL
- ---------------------------------
Current Liabilities:
Accounts payable $ 46,392 $ 46,368
Other current liabilities 28,169 26,603
Short-term borrowing - 3,000
--------- ---------
Total Current Liabilities 74,561 75,971
Long-term debt 320,162 267,062
Other liabilities 11,743 11,528
Minority interest 1,441 1,239
Partners' Capital
Common unitholders (14,398,942
and 14,100,000 units outstanding
in 1995 and 1994, respectively) 94,812 84,532
Subordinated unitholders
(16,593,721 units outstanding
in 1995 and 1994) 103,723 99,483
General partner (57,451) (62,622)
--------- ---------
Total Partners' Capital 141,084 121,393
--------- ---------
Total Liabilities and
Partners' Capital $548,991 $477,193
========= =========
See notes to consolidated financial statements.
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF EARNINGS
(in thousands, except unit data)
(unaudited)
Three Months Ended Nine Months Ended
------------------ -------------------
April 30, April 30, April 30, April 30,
1995 1994 1995 1994
--------- --------- --------- ---------
(Predecessor) (Predecessor)
Revenues:
Gas liquids and
related product sales $162,821 $140,606 $483,290 $430,401
Other 5,192 5,735 22,797 20,076
--------- --------- --------- ---------
Total revenues 168,013 146,341 506,087 450,477
--------- --------- --------- ---------
Costs and expenses:
Cost of product sold 94,759 73,347 285,059 229,326
Operating 40,638 38,261 120,335 113,202
Depreciation and
amortization 8,443 6,910 23,855 21,688
General and administrative 3,118 2,756 8,366 7,613
Vehicle leases 1,080 1,059 3,227 3,203
--------- --------- --------- ---------
Total costs and expenses 148,038 122,333 440,842 375,032
--------- --------- --------- ---------
Operating income 19,975 24,008 65,245 75,445
Interest expense (8,221) (14,409) (23,536) (44,233)
Interest income 433 1,098 947 2,791
Loss on disposal of assets (126) (478) (429) (888)
--------- --------- --------- ---------
Earnings before income
taxes, minority interest
and extraordinary loss 12,061 10,219 42,227 33,115
Income tax provision - 3,906 - 12,759
Minority interest 122 - 427 -
--------- --------- --------- ---------
Earnings before
extraordinary loss 11,939 6,313 41,800 20,356
Loss on early
extinguishment of debt,
net of $531 tax benefit - 867 - 867
--------- --------- --------- ---------
Net earnings $ 11,939 $ 5,446 $ 41,800 $ 19,489
========= ========= ========= =========
Net earnings per limited
partner unit $0.38 $1.34
========= =========
Weighted average number
of units outstanding 30,992,663 30,879,571
=========== ===========
See notes to consolidated financial statements.
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL
(in thousands, except unit data)
(unaudited)
Total
Number of units General partners'
----------------------
Common Subordinated Common Subordinated partner capital
------ ------------ ------ ------------ ------- -------
Balance
August 1,
1994 14,100,000 16,593,721 $84,532 $99,483 ($62,622) $121,393
Special
allocation
of prior
year
operating
loss
(note D) - - (2,312) (2,664) 4,976 -
Contributed
capital
(note H) - - 3,324 3,830 72 7,226
Common units
issued in
connection
with
acquisitions 298,942 - 6,600 - 66 6,666
Quarterly
distributions - - (16,557) (19,083) (361) (36,001)
Net earnings - - 19,225 22,157 418 41,800
---------- --------- -------- -------- ------- --------
Balance
April 30,
1995 14,398,942 16,593,721 $94,812 $103,723 ($57,451) $141,084
========== ========== ======== ========= ========= =========
See notes to consolidated financial statements.
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Nine Months Ended
-----------------
April 30, 1995 April 30, 1994
-------------- --------------
(Predecessor)
Cash Flows From
Operating Activities:
Net earnings $41,800 $19,489
Reconciliation of net earnings
to net cash from operating
activities:
Depreciation and amortization 23,855 21,688
Extraordinary loss - 867
Minority interest 427 -
Other 2,283 4,127
Changes in operating assets and
liabilities net of effects from
business acquisitions:
Accounts and notes receivable (10,344) (4,610)
Inventories 19,505 (6,129)
Prepaid expenses and other
current assets (1,143) (1,374)
Accounts payable (6,270) 1,320
Accrued interest expense 5,208 6,863
Other current liabilities (9,775) 3,415
Other liabilities (100) (49)
Deferred income taxes - 12,639
--------- ---------
Net cash provided by
operating activities 65,446 58,246
--------- ---------
Cash Flows From Investing Activities:
Business acquisitions (17,135) (2,385)
Capital expenditures (13,273) (5,945)
Proceeds from asset sales 1,093 643
Net short-term investment activity - (4,305)
Net additions to intangible assets
and other assets (637) (333)
--------- ---------
Net cash used by investing
activities (29,952) (12,325)
--------- ---------
Cash Flows From Financing Activities:
Net reductions of short-term borrowing (3,000) -
Additions to long-term debt 60,000 -
Reductions of long-term debt (53,750) (13,336)
Distributions (36,001) -
Minority activity (299) -
Additional payments to retire debt - (1,190)
Additions to financing costs - (53)
Contribution from general partner 66 -
Net advances to related party - (2,249)
Net advances to general partner
and affiliate (16) (2,993)
--------- ---------
Net cash used by financing
activities (33,000) (19,821)
--------- ---------
Increase in cash and cash equivalents 2,494 26,100
Cash and cash equivalents -
beginning of period 14,535 32,706
--------- ---------
Cash and cash equivalents -
end of period $17,029 $58,806
========= =========
Cash paid for interest $17,153 $35,062
========= =========
See notes to consolidated financial statements.
[FN]
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARY
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED APRIL 30, 1995 AND 1994
(unaudited)
A. Reference should be made to the Notes to
Consolidated Financial Statements for the period
ending July 31, 1994, (specifically Notes A and N
regarding organization and formation and pro forma
earnings) included in the Ferrellgas Partners, L.P.
and Subsidiary (the "Partnership") annual financial
statements on Form 10-K filed with the SEC. The
presentation of the financial statements has been
changed to reflect the predecessor statements of
earnings and cash flow on the face of the financial
statements and the pro forma earnings are contained
in the notes thereto.
B. The financial statements reflect all adjustments
which are, in the opinion of management, necessary
for a fair statement of the interim periods
presented. All adjustments to the financial
statements were of a normal, recurring nature.
Certain expense reclassifications have been made to
the prior year amounts to conform to the current
year presentation. Such reclassifications had no
effect on net earnings.
C. The propane industry is seasonal in nature with
peak activity during the winter months. Therefore,
the results of operations for the periods ended
April 30, 1995 and predecessor April 30, 1994, are
not necessarily indicative of the results to be
expected for a full year.
D. The Agreement of Limited Partnership of Ferrellgas
Partners, L.P. (the "Partnership Agreement")
contains specific provisions for the allocation of
net income and loss to each of the partners for
purposes of maintaining the partner capital
accounts. In addition, the Partnership Agreement
contains a special provision to allocate the first
year's operating loss ($5,026,000) 100% to the
general partner and reallocate, based on ownership
percentages, an amount equal to 99% of this net loss
($4,976,000) to the limited partners in the
following year. The fiscal 1995 special allocation
of the prior year operating loss to the limited
partners resulted in a reduction in equity of $0.16
per limited partner unit.
E. The Partnership is threatened with or named as a
defendant in various lawsuits which, among other
items, claim damages for product liability. It is
not possible to determine the ultimate disposition
of these matters; however, after taking into
consideration the Partnership's insurance coverage
and its existing reserves, management is of the
opinion that there are no known uninsured claims or
known contingent claims that are likely to have a
material adverse effect on the results of operations
or financial condition of the Partnership.
In connection with the formation of the Partnership,
the General Partner contributed certain assets
including customer relationships and customer tanks.
The Internal Revenue Service ("IRS") has examined
the General Partner's consolidated income tax
returns for the years ended July 31, 1987 and 1986,
and has proposed certain adjustments which relate to
these contributed assets. The General Partner has
reached a tentative settlement agreement with the
IRS (pending final IRS approval) which may result in
an additional capital contribution by the General
Partner and an increase in the Partnership's
intangibles (to be amortized prospectively over the
remaining life of the related assets). Such
adjustments are not expected to be material to
financial position or results of operations and will
not impact the limited partners' tax basis in the
Partnership's units.
F. The accompanying pro forma consolidated statements
of earnings for the three and nine months ended
April 30, 1994, were derived from the historical
statements of operations of the Predecessor and
reflect the pro forma effects on the historical
financial information as if the formation of the
Partnership had occurred on August 1, 1993.
Significant pro forma adjustments represent the
elimination of income taxes under the Partnership
structure and the net reduction of interest expense
resulting from retirement of $477,600,000 of
indebtedness offset by the issuance of $250,000,000
senior notes. The pro forma consolidated statements
of earnings of the Partnership should be read in
conjunction with the consolidated financial
statements of the Partnership and the Predecessor
and the notes thereto. The accompanying pro forma
consolidated statements of earnings are for
comparative purposes and are not necessarily
indicative of the results of future operations of
the Partnership:
Pro Forma Periods Ended April 30, 1994
--------------------------------------
Three Months Nine Months
------------ -----------
(in thousands, except unit data)
Revenues:
Gas liquids and related
product sales $140,606 $430,401
Other 5,735 20,076
--------- ---------
Total revenues 146,341 450,477
Costs and expenses:
Cost of product sold 73,347 229,326
Operating 38,261 113,202
Depreciation and
amortization 6,910 21,688
General and administrative 2,881 7,988
Vehicle leases 1,059 3,203
--------- ---------
Total costs and expenses 122,458 375,407
Operating income 23,883 75,070
Interest expense (6,888) (21,291)
Interest income 529 879
Loss on disposal of assets (478) (888)
--------- ---------
Earnings before minority
interest and extraordinary
loss 17,046 53,770
Minority interest (172) (543)
--------- ---------
Earnings before
extraordinary loss $16,874 $53,227
========= =========
Earnings before
extraordinary loss
per limited partner unit $0.55 $1.72
========= =========
Weighted average number of
units outstanding 30,693,721 30,693,721
=========== ===========
G. On October 14, 1994, the General Partner adopted
the Ferrellgas, Inc. Unit Option Plan (the "Unit
Option Plan"), which authorizes the issuance of
options (the "Unit Options") covering up to 850,000
Subordinated Units to certain officers and employees
of the General Partner, of which 718,000 options
were issued and outstanding at April 30, 1995. The
Unit Options granted have exercise prices ranging
from $16.80 to $18.54 per unit (which is an estimate
of the fair market value of the Subordinated Units
at the time of grant), will vest over a one to five
year period (depending on the employee), are
exercisable beginning after July 31, 1999, assuming
the subordination period has elapsed and will expire
on the tenth anniversary of the date of grant. Upon
conversion of the Subordinated Units held by the
General Partner and its affiliates, the Unit Options
granted will convert to Common Unit Options.
H. On November 1, 1994, the General Partner purchased
all of the capital stock of Vision Energy Resources,
Inc. ("Vision") for a cash purchase price of $45
million. Immediately following the closing of the
purchase of Vision, the General Partner (i) caused
Vision and each of its subsidiaries to be merged
into the General Partner (except for a trucking
subsidiary which dividended substantially all of its
assets to the General Partner) and (ii) contributed
all of the assets of Vision and its subsidiaries to
Ferrellgas, L.P. (the "Operating Partnership"). As
a result of the contribution, the Operating
Partnership assumed substantially all of the
liabilities, whether known or unknown, associated
with Vision and its subsidiaries (excluding income
tax liabilities), including obligations of the
General Partner under a $45,000,000 loan agreement
under which the General Partner borrowed funds to
pay the purchase price for Vision. The Operating
Partnership repaid the loan immediately after the
transfer of assets with funds borrowed under its
Credit Facility. In consideration of the retention
by the General Partner of certain income tax
liabilities, the Partnership issued 138,392 Common
Units to the General Partner. The Operating
Partnership received a contribution of $7,300,000
from the General Partner, representing the excess of
the value of the assets over the liabilities
conveyed and the units issued to the General
Partner. This contribution is allocated to each
partner based on their relative ownership
percentages following the closing of the Vision
acquisition. The total assets contributed to the
Operating Partnership of approximately $57,400,000
(the General Partner's cost basis) was preliminarily
allocated as follows (i) working capital of
$2,347,000 (ii) property, plant and equipment of
$47,863,000, and (iii) intangible assets of
$7,190,000. The transaction has been accounted for
similar to purchase accounting and, accordingly, the
results of operations of Vision have been included
in the consolidated financial statements from the
date of contribution.
The following pro forma financial information assumes
the Vision transaction occurred at the beginning of
each of the periods presented and also includes the
pro forma effects of the Partnership formation as of
August 1, 1993 (as described in Note F):
Nine months ended April 30
--------------------------
1995 1994
------ ------
(unaudited; in thousands except per unit data)
Total revenues $521,878 $509,159
Net earnings 42,367 57,951
Net earnings per limited
partner unit 1.36 1.86
I. During the nine months ended April 30, 1995, the
Partnership made acquisitions and received
contributions of businesses totaling $68,735,000.
This total consists of $45,000,000 debt assumed
(Note H), cash paid of $17,135,000 and issuance of
Partnership units of $6,600,000.
J. On November 14, 1994, the Partnership filed
Amendment No. 1 to Registration Statement on Form S-
1 with the Securities and Exchange Commission to
register 2,400,000 Common Units representing limited
partner interests in the Partnership. The
registration statement was declared effective
November 15, 1994. The Common Units may be issued
from time to time by the Partnership in exchange for
other businesses, properties or securities in
business combination transactions.
K. On December 14, 1994, the Partnership paid an
initial cash distribution of $0.65 per unit. This
initial distribution covers the period from July 5,
1994, when the Partnership began operations, to
October 31, 1994, the end of the first full fiscal
quarter. The distribution was, accordingly,
prorated. Additionally, on March 14, 1995, the
Partnership paid a cash distribution of $0.50 per
unit for the quarter ended January 31, 1995. On May
19, 1995, the Partnership declared its third-quarter
cash distribution of $0.50 per unit, payable June
12, 1995.
[/FN]
FERRELLGAS, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
April 30, July 31,
ASSETS 1995 1994
- ------------------------ --------- ---------
(unaudited)
Current Assets:
Cash and cash equivalents $17,029 $ 14,535
Accounts and notes receivable, net 67,522 50,780
Inventories 31,973 43,562
Prepaid expenses and
other current assets 3,533 2,042
-------- ---------
Total Current Assets 120,057 110,919
Property, plant and equipment, net 353,861 294,765
Intangible assets, net 66,701 63,291
Other assets, net 8,372 8,218
--------- ---------
Total Assets $548,991 $477,193
========= =========
LIABILITIES AND PARTNERS' CAPITAL
- ---------------------------------
Current Liabilities:
Accounts payable $ 46,392 $ 46,368
Other current liabilities 28,168 26,603
Short-term borrowing - 3,000
--------- ---------
Total Current Liabilities 74,560 75,971
Long-term debt 320,162 267,062
Other liabilities 11,743 11,528
Partners' Capital
Limited partner 141,085 121,393
General partner 1,441 1,239
--------- ---------
Total Partners' Capital 142,526 122,632
--------- ---------
Total Liabilities and
Partners' Capital $548,991 $477,193
========= =========
See notes to consolidated financial statements.
FERRELLGAS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(in thousands)
(unaudited)
Three Months Ended Nine Months Ended
------------------ -------------------
April 30, April 30, April 30, April 30,
1995 1994 1995 1994
--------- --------- --------- ---------
(Predecessor) (Predecessor)
Revenues:
Gas liquids and
related product sales $162,821 $140,606 $483,290 $430,401
Other 5,192 5,735 22,797 20,076
--------- --------- --------- ---------
Total revenues 168,013 146,341 506,087 450,477
--------- --------- --------- ---------
Costs and expenses:
Cost of product sold 94,759 73,347 285,059 229,326
Operating 40,638 38,261 120,334 113,202
Depreciation and
amortization 8,443 6,910 23,855 21,688
General and administrative 3,118 2,756 8,366 7,613
Vehicle leases 1,080 1,059 3,227 3,203
--------- --------- --------- ---------
Total costs
and expenses 148,038 122,333 440,841 375,032
--------- --------- --------- ---------
Operating income 19,975 24,008 65,246 75,445
Interest expense (8,221) (14,409) (23,536) (44,233)
Interest income 433 1,098 947 2,791
Loss on disposal of
assets (126) (478) (429) (888)
--------- --------- --------- ---------
Earnings before income
taxes and extraordinary
loss 12,061 10,219 42,228 33,115
Income tax provision - 3,906 - 12,759
--------- --------- --------- ---------
Earnings before
extraordinary loss 12,061 6,313 42,228 20,356
Loss on early
extinguishment of debt,
net of $531 tax benefit - 867 - 867
--------- --------- --------- ---------
Net earnings $12,061 $5,446 $42,228 $19,489
========= ========= ========= =========
See notes to consolidated financial statements.
FERRELLGAS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL
(in thousands)
(unaudited)
Total
Limited General partners'
partner partner capital
------- ------- ---------
Balance August 1, 1994 $121,393 $1,239 $122,632
Contributed capital (note F) 7,226 74 7,300
Additions to capital in
connection with acquisitions 6,666 69 6,735
Quarterly distributions (36,001) (368) (36,369)
Net earnings 41,801 427 42,228
--------- ------- ---------
Balance April 30, 1995 $141,085 $1,441 $142,526
========= ======= =========
See notes to consolidated financial statements.
FERRELLGAS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Nine Months Ended
-----------------
April 30, 1995 April 30, 1994
-------------- --------------
(Predecessor)
Cash Flows From
Operating Activities:
Net earnings $42,228 $19,489
Reconciliation of net earnings
to net cash from operating
activities:
Depreciation and amortization 23,855 21,688
Extraordinary loss - 867
Other 2,283 4,127
Changes in operating assets and
liabilities net of effects from
business acquisitions:
Accounts and notes receivable (10,344) (4,610)
Inventories 19,505 (6,129)
Prepaid expenses and other
current assets (1,143) (1,374)
Accounts payable (6,270) 1,320
Accrued interest expense 5,208 6,863
Other current liabilities (9,776) 3,415
Other liabilities (100) (49)
Deferred income taxes - 12,639
--------- ---------
Net cash provided by
operating activities 65,446 58,246
--------- ---------
Cash Flows From Investing Activities:
Business acquisitions (17,135) (2,385)
Capital expenditures (13,273) (5,945)
Proceeds from asset sales 1,093 643
Net short-term investment activity - (4,305)
Net additions to intangible assets
and other assets (637) (333)
--------- ---------
Net cash used by investing
activities (29,952) (12,325)
--------- ---------
Cash Flows From Financing Activities:
Net reductions of short-term borrowing (3,000) -
Additions to long-term debt 60,000 -
Reductions of long-term debt (53,750) (13,336)
Distributions (36,369) -
Additional payments to retire debt - (1,190)
Additions to financing costs - (53)
Contribution from partners 135 -
Net advances to related party - (2,249)
Net advances to general partner
and affiliate (16) (2,993)
--------- ---------
Net cash used by financing
activities (33,000) (19,821)
--------- ---------
Increase in cash and cash
equivalents 2,494 26,100
Cash and cash equivalents -
beginning of period 14,535 32,706
--------- ---------
Cash and cash equivalents -
end of period $17,029 $58,806
========= =========
Cash paid for interest $17,153 $35,062
========= =========
See notes to consolidated financial statements.
[FN]
FERRELLGAS, L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED APRIL 30, 1995 AND 1994
(unaudited)
A. Reference should be made to the Notes to
Consolidated Financial Statements for the period
ending July 31, 1994, (specifically Notes A and M
regarding organization and formation and pro forma
earnings) included in the Ferrellgas, L.P. and
Subsidiaries (the " Operating Partnership") annual
financial statements on Form 10-K filed with the
SEC. The presentation of the financial statements
has been changed to reflect the predecessor
statements of earnings and cash flow on the face of
the financial statements and the pro forma earnings
are contained in the notes thereto.
B. The financial statements reflect all adjustments
which are, in the opinion of management, necessary
for a fair statement of the interim periods
presented. All adjustments to the financial
statements were of a normal, recurring nature.
Certain expense reclassifications have been made to
the prior year amounts to conform to the current
year presentation. Such reclassifications had no
effect on net earnings.
C. The propane industry is seasonal in nature with
peak activity during the winter months. Therefore,
the results of operations for the periods ended
April 30, 1995 and predecessor April 30, 1994, are
not necessarily indicative of the results to be
expected for a full year.
D. The Operating Partnership is threatened with or
named as a defendant in various lawsuits which,
among other items, claim damages for product
liability. It is not possible to determine the
ultimate disposition of these matters; however,
after taking into consideration the Operating
Partnership's insurance coverage and its existing
reserves, management is of the opinion that there
are no known uninsured claims or known contingent
claims that are likely to have a material adverse
effect on the results of operations or financial
condition of the Operating Partnership.
In connection with the formation of the Operating
Partnership, the General Partner contributed certain
assets including customer relationships and customer
tanks. The Internal Revenue Service ("IRS") has
examined the General Partner's consolidated income
tax returns for the years ended July 31, 1987 and
1986, and has proposed certain adjustments which
relate to these contributed assets. The General
Partner has reached a tentative settlement agreement
with the IRS (pending final IRS approval) which may
result in an additional capital contribution by the
General Partner and an increase in the Operating
Partnership's intangibles (to be amortized
prospectively over the remaining life of the related
assets). Such adjustments are not expected to be
material to financial position or results of
operations and will not impact the limited partners'
tax basis in the Operating Partnership's units.
E. The accompanying pro forma consolidated statements
of earnings for the three and nine months ended
April 30, 1994, were derived from the historical
statements of operations of the Predecessor and
reflect the pro forma effects on the historical
financial information as if the formation of the
Partnership had occurred on August 1, 1993.
Significant pro forma adjustments represent the
elimination of income taxes under the Partnership
structure and the net reduction of interest expense
resulting from retirement of $477,600,000 of
indebtedness offset by the issuance of $250,000,000
senior notes. The pro forma consolidated statements
of earnings of the Partnership should be read in
conjunction with the consolidated financial
statements of the Partnership and the Predecessor
and the notes thereto. The accompanying pro forma
consolidated statements of earnings are for
comparative purposes and are not necessarily
indicative of the results of future operations of
the Partnership:
Pro Forma Periods Ended April 30, 1994
--------------------------------------
Three Months Nine Months
------------ -----------
(in thousands)
Revenues:
Gas liquids and related
product sales $140,606 $430,401
Other 5,735 20,076
--------- ---------
Total revenues 146,341 450,477
Costs and expenses:
Cost of product sold 73,347 229,326
Operating 38,261 113,202
Depreciation and
amortization 6,910 21,688
General and administrative 2,881 7,988
Vehicle leases 1,059 3,203
--------- ---------
Total costs and expenses 122,458 375,407
Operating income 23,883 75,070
Interest expense (6,888) (21,291)
Interest income 529 879
Loss on disposal of assets (478) (888)
--------- ---------
Earnings before
extraordinary loss $17,046 $53,770
========= =========
F. On November 1, 1994, the General Partner purchased
all of the capital stock of Vision Energy Resources,
Inc. ("Vision") for a cash purchase price of $45
million. Immediately following the closing of the
purchase of Vision, the General Partner (i) caused
Vision and each of its subsidiaries to be merged
into the General Partner (except for a trucking
subsidiary which dividended substantially all of its
assets to the General Partner) and (ii) contributed
all of the assets of Vision and its subsidiaries to
the Operating Partnership. As a result of the
contribution, the Operating Partnership assumed
substantially all of the liabilities, whether known
or unknown, associated with Vision and its
subsidiaries (excluding income tax liabilities),
including obligations of the General Partner under a
$45,000,000 loan agreement under which the General
Partner borrowed funds to pay the purchase price for
Vision. The Operating Partnership repaid the loan
immediately after the transfer of assets with funds
borrowed under its Credit Facility. In
consideration of the retention by the General
Partner of certain income tax liabilities, the
Partnership issued 138,392 Common Units to the
General Partner. The Operating Partnership received
a contribution of $7,300,000 from the General
Partner, representing the excess of the value of the
assets over the liabilities conveyed and the units
issued to the General Partner. This contribution is
allocated to each partner based on their relative
ownership percentages following the closing of the
Vision acquisition. The total assets contributed to
the Operating Partnership of approximately
$57,400,000 (the General Partner's cost basis) was
preliminarily allocated as follows (i) working
capital of $2,347,000 (ii) property, plant and
equipment of $47,863,000, and (iii) intangible
assets of $7,190,000. The transaction has been
accounted for similar to purchase accounting and,
accordingly, the results of operations of Vision
have been included in the consolidated financial
statements from the date of contribution.
The following pro forma financial information assumes
the Vision transaction occurred at the beginning of
each of the periods presented and also includes the
pro forma effects of the Operating Partnership
formation as of August 1, 1993 (as described in Note
E):
Nine months ended April 30
--------------------------
1995 1994
------ ------
(unaudited; in thousands)
Total revenues $521,878 $509,159
Net earnings 42,799 58,542
G. During the nine months ended April 30, 1995, the
Operating Partnership made acquisitions and received
contributions of businesses totaling $68,735,000.
This total consists of $45,000,000 debt assumed
(Note F), cash paid of $17,135,000 and contribution
from the Partnership of $6,600,000 in connection
with the issuance of units for businesses.
H. On December 14, 1994, the Operating Partnership
paid an initial cash distribution of $20,556,000 for
the period from July 5, 1994, when the Partnership
began operations, to October 31, 1994, the end of
the first full fiscal quarter. Additionally, on
March 14, 1995, the Operating Partnership paid a
cash distribution of $15,813,000 for the quarter
ended January 31, 1995. On May 19, 1995, the
Operating Partnership declared its third-quarter
cash distribution of $15,813,000, payable June 12,
1995.
[/FN]
<CAPTION
FERRELLGAS FINANCE CORP.
(a wholly owned subsidiary of Ferrellgas, L.P.)
BALANCE SHEETS
April 30, July 31,
1995 1994
--------- ---------
(unaudited)
ASSETS
- ------
Cash $960 $1,000
-------- --------
Total Assets $960 $1,000
======== ========
LIABILITIES AND STOCKHOLDER'S EQUITY
- ------------------------------------
Payable to affiliate $263 $ -
Common stock, $1.00 par value;
2,000 shares authorized;
1,000 shares issued and
outstanding 1,000 1,000
Accumulated deficit (303) -
------- -------
Total Stockholder's Equity 697 1,000
------- -------
Total Liabilities and
Stockholder's Equity $960 $1,000
======= ========
See notes to financial statements.
FERRELLGAS FINANCE CORP.
(a wholly owned subsidiary of Ferrellgas, L.P.)
STATEMENTS OF OPERATIONS
(unaudited)
Three Months Nine Months
Ended Ended
April 30, April 30,
1995 1995
------------ -----------
Revenues $ - $ -
General and administrative
expense 263 303
----- -----
Net loss ($263) ($303)
====== ======
See notes to financial statements.
FERRELLGAS FINANCE CORP.
(a wholly owned subsidiary of Ferrellgas, L.P.)
STATEMENT OF CASH FLOWS
(unaudited)
Nine Months
Ended
April 30, 1995
--------------
Cash Flows From Operating Activities:
Net loss ($303)
------
Cash used by operating activities (303)
------
Cash Flows From Investing Activities: ------
Cash provided by investing activities -
------
Cash Flows From Financing Activities:
Net advance from affiliate 263
------
Cash provided by financing activities 263
------
Decrease in cash (40)
Cash - beginning of period 1,000
------
Cash - end of period $960
======
See notes to financial statements.
[FN]
FERRELLGAS FINANCE CORP.
CONDENSED NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED APRIL 30, 1995 and 1994
(unaudited)
A. Reference should be made to the Notes to Financial
Statements for the period ending July 31, 1994,
included in the Ferrellgas Finance Corp. annual
financial statements on Form 10-K filed with the
SEC.
B. The financial statements reflect all adjustments
which are, in the opinion of management, necessary
for a fair statement of the interim periods
presented. All adjustments to the financial
statements were of a normal, recurring nature.
[/FN]
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following is a discussion of the historical
and predecessor results of operations of the Operating
Partnership and liquidity and capital resources of the
Partnership. Since the Operating Partnership accounts
for all of the consolidated assets, sales and earnings
of the Partnership, a separate discussion of the
results of operations of the Partnership is not
presented.
Ferrellgas Finance Corp. has nominal assets and
does not conduct any operations. Accordingly, a
discussion of the results of operations and liquidity
and capital resources is not presented.
Results of Operations (Operating Partnership)
The propane industry is seasonal in nature with
peak activity during the winter months. Due to the
seasonality of the business, results of operations for
the three and nine months ended April 30, 1995, are not
necessarily indicative of the results to be expected
for a full year. Other factors affecting the results
of operations include variations in weather,
fluctuations in propane prices, competitive conditions
and demand for product.
Three Months Ended April 30, 1995 vs. Predecessor April
30, 1994
Total Revenues. Total revenues increased 14.8% to
$168,013,000 as compared to $146,341,000 for the prior
period. The increase is attributable to acquisitions of
propane businesses during November 1994 and to revenues
from other operations net trading operations,
wholesale propane marketing and chemical feedstocks
marketing) increasing 101.1% to $35,446,000. These
increases were offset by a decrease in revenues from
existing retail operations due to warmer temperatures
as compared to normal and to the prior period that have
affected the majority of the Operating Partnership's
areas of operation. For the quarter, fiscal 1995 winter
temperatures, as reported by the American Gas
Association, are 7.2% warmer than normal and 7.0%
warmer than the same period last year. The average
degree days in regions served by the Company have
historically varied on an annual basis by a greater
amount than the average national degree days.
The increase in revenues from other operations is
primarily due to an increase in demand for chemical
feedstocks generating increases in sales volume and
selling prices. The volume and price increases are a
result of increased product availability from
refineries and increased demand from petrochemical
companies.
Gross Profit. Despite the increase in sales
volume, gross profit increased only modestly to
$73,254,000 as compared with $72,994,000 for the prior
period due primarily to the weather impact on higher
margin residential gallons. Total retail gallons sold
increased 4% to 163 million as compared to 157 million
for the prior period. This increase is due to sales
contributed by acquisitions, partially offset by warmer
temperatures. Other operations gross profit decreased
due to the warmer weather impact on trading margins as
compared to the prior period.
Operating Expenses. Operating expenses increased
6.2% to $40,638,000 as compared to $38,261,000 for the
prior period. The increase is primarily attributable
to acquisitions of propane businesses as well as
general increases in various components of operating
expenses, partially offset by a reduction in incentive
compensation accruals as compared to the prior period.
Depreciation and Amortization. Depreciation and
amortization expense increased 22.2% to $8,443,000 as
compared to $6,910,000 for the prior
period due primarily to acquisitions of propane
businesses.
Net Earnings. Net earnings increased to
$12,061,000 as compared to $5,446,000 for the prior
period. This increase is primarily due to the decline
in interest expense resulting from the reduction in
long-term debt in connection with the Partnership
formation and the elimination of income tax expense
under the Partnership structure, offset by the decrease
in operating results described above.
Nine Months Ended April 30, 1995 vs. Predecessor April
30, 1994
Total Revenues. Total revenues increased 12.3% to
$506,087,000 as compared to $450,477,000 for the prior
period. The increase is attributable to acquisitions of
propane businesses during November 1994 and to revenues
from other operations (net trading operations,
wholesale propane marketing and chemical feedstocks
marketing) increasing 94.7% to $109,467,000. These
increases were offset by a decrease in revenues from
existing retail operations due to warmer temperatures
as compared to normal and to the prior period that have
affected the majority of the Operating Partnership's
areas of operation. To date, fiscal 1995 winter
temperatures, as reported by the American Gas
Association, are 10.3% warmer than normal and 12.4%
warmer than the same period last year. The average
degree days in regions served by the Company have
historically varied on an annual basis by a greater
amount than the average national degree days.
The increase in revenues from other operations is
primarily due to an increase in chemical feedstocks
marketing generated by increases in sales volume and
selling prices. The volume and price increases are a
result of increased product availability from
refineries and increased demand from petrochemical
companies.
Gross Profit. Despite the increase in sales
volume, gross profit decreased slightly to $221,028,000
as compared with $221,151,000 for the prior period due
primarily to the weather impact on higher margin
residential gallons. Total retail gallons sold
increased 1% to 494 million as compared to 490 million
for the prior period. This increase is due to sales
contributed by acquisitions, offset by warmer
temperatures. Other operations gross profit also
decreased due to the warmer weather impact on trading
margins as compared to the prior period.
Operating Expenses. Operating expenses increased
6.3% to $120,334,000 as compared to $113,202,000 for
the prior period. The increase is primarily
attributable to acquisitions of propane businesses
offset by a reduction in incentive compensation
accruals as compared to the prior period. Vehicle
expenses increased due to increased emphasis on
completing planned preventive maintenance and repairs
as compared to the prior period.
Depreciation and Amortization. Depreciation and
amortization expense increased 10.0% to $23,855,000 as
compared to $21,688,000 for the prior period due
primarily to acquisitions of propane businesses.
Net Earnings. Net earnings increased to
$42,228,000 as compared to $19,489,000 for the prior
period. This increase is primarily due to the decline
in interest expense resulting from the reduction in
long-term debt in connection with the Partnership
formation and the elimination of income tax
expense under the Partnership structure, offset by the
decrease in operating results described above.
Liquidity and Capital Resources (The Partnership)
Cash Flows From Operating Activities. Cash
provided by operating activities was $65,446,000 for
the nine months ended April 30, 1995, compared to
$58,246,000 in the prior period. This increase is due
to the $17,909,000 decrease in interest payments offset
by lower earnings before interest, taxes, depreciation
and amortization.
Cash Flows From Investing Activities. On November
1, 1994, the General Partner completed the acquisition
of Vision Energy Resources, Inc. ("Vision") for a cash
purchase price of $45 million. Following the closing
of the acquisition, the General Partner contributed the
net assets (excluding income tax liabilities) of Vision
to the Operating Partnership, in exchange for the
assumption of a $45 million loan obligation and
issuance of $3,100,000 common units to the General
Partner. During the nine months ended April 30, 1995,
the Partnership also completed the acquisition of other
propane businesses that were not individually
significant, totaling $17,135,000 cash and $3,500,000
in common units.
During the nine months ended April 30, 1995, the
Partnership made growth and maintenance capital
expenditures of $13,273,000 consisting primarily of
additions to company-owned customer storage facilities.
The Partnership maintains its vehicle and
transportation equipment fleet by leasing light and
medium duty trucks and tractors. The General Partner
believes vehicle leasing is a cost effective method for
meeting the Partnership's transportation equipment
needs. Capital requirements for repair and maintenance
of property, plant and equipment are relatively low
since technological change is limited and the useful
lives of propane tanks and cylinders, the Partnership's
principal physical assets, are generally long.
The Partnership continues seeking to expand its
operations through strategic acquisitions of smaller
retail propane operations located throughout the United
States. These acquisitions will be funded through
internal cash flow, external borrowings or the issuance
of additional Partnership interests.
Cash Flows From Financing Activities. On November
14, 1994, the Partnership filed Amendment No. 1 to Form
S-1 Registration Statement with the Securities and
Exchange Commission to register 2,400,000 Common Units
representing limited partner interests in the
Partnership. The registration statement was declared
effective November 15, 1994. The Common Units may be
issued from time to time by the Partnership in exchange
for other businesses, properties or securities in
business combination transactions. During the nine
months ended April 30, 1995, the Partnership issued
298,942 Common Units in connection with the acquisition
of propane businesses.
During the nine months ended April 30, 1995, the
Partnership paid cash distributions of $1.15 per unit.
These distributions covered the period from July 5,
1994, when the Partnership began operations, to January
31, 1995, the end of the FY 1995 second quarter.
On May 19, 1995, the Partnership declared its
third-quarter cash distribution of $0.50 per unit,
payable June 12, 1995. The Partnership's annualized
distribution is presently $2.00 per unit.
During the nine months ended April 30, 1995, the
Partnership borrowed $60,000,000 from its Credit
Facility. These borrowings, along with cash provided
by operations, were used to fund acquisitions of
propane businesses and purchases of property, plant and
equipment.
Effects of Inflation. In the past the Company has
been able to adjust its sales price of product in
response to market demand, cost of product, competitive
factors and other industry trends. Consequently,
changing prices as a result of inflationary pressures
has not had a material adverse effect on profitability
although revenues may be affected. Inflation has not
materially impacted the results of operations and the
Company does not believe normal inflationary pressures
will have a material adverse effect on the
profitability of the Company in the future.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27 Financial Data Schedules (filed in
electronic format only)
(b) Reports on Form 8-K.
The registrants filed no reports on Form 8-K
during the quarter ended April 30, 1995.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrants have duly caused
this report to be signed on their behalf by the
undersigned thereunto duly authorized.
FERRELLGAS, L.P.
By: Ferrellgas, Inc.
(General Partner)
Date: June 12, 1995 /s/ Danley K. Sheldon
By: Danley K. Sheldon
Senior Vice President/
Chief Financial Officer
(Principal Financial and
Accounting (Officer)
FERRELLGAS FINANCE CORP.
Date: June 12, 1995 /s/ Danley K. Sheldon
By: Danley K. Sheldon
Senior Vice President/
Chief Financial Officer
(Principal Financial and
Accounting (Officer)