SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
November 12, 2002
Date of Report (Date of earliest event reported)
INERGY, L.P.
(Exact name of Registrant as specified in its charter)
Delaware 0-32453 43-1918951
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
Two Brush Creek Boulevard, Suite 200
Kansas City, MO 64112
(Address of principal executive offices)
(816) 842-8181
(Registrant's telephone number, including area code)
Item 5. Other Events
Inergy, L.P. (Inergy) adopted SFAS No. 142 "Goodwill and Other Intangible
Assets" on October 1, 2001. This standard prescribes the accounting treatment
for both identifiable intangibles and goodwill after initial recognition. Upon
adoption of the standard, amortization of goodwill and indefinite life
intangibles ceased and accumulated amortization as of September 30, 2001 reduced
the carrying value of these assets. Periodic impairment testing of these assets
is now required. Definite life intangibles continue to be amortized over their
useful lives. Concurrent with adoption, Inergy evaluated for impairment its
goodwill in accordance with the standard's guidance and determined these assets
were not impaired.
The following pro forma table adjusts net income (loss) in 2001, 2000, and 1999,
and basic and diluted loss per limited partner unit for the period in 2001
following the initial public offering to exclude amortization, net of any
related tax effects on goodwill.
Inergy, L.P.
Consolidated
(In Thousands)
Years Ended September 30 2001 2000 1999
--------------- -------------- ---------------
Reported net income (loss) $4,349 $(1,829) $(185)
Add back goodwill amortization 1,720 282 28
--------------- -------------- ---------------
Adjusted net income (loss) $6,069 $(1,547) $(157)
=============== ============== ===============
Reported predecessor net income for the period from October 1, 2000
through July 31, 2001 $6,664
Add back goodwill amortization 1,363
---------------
Adjusted predecessor net income $8,027
===============
Reported Inergy, L.P. net loss for the period from July 31, 2001
through September 30, 2001 $ (2,315)
Add back goodwill amortization 357
---------------
Adjusted Inergy, L.P. net loss $ (1,958)
===============
Adjusted partners' interest information for the period from July 31, 2001
through September 30, 2001:
Non-managing general partners' interest in net loss $ (39)
===============
Limited partners' interest in net loss:
Common unit interest:
Allocation of net loss $(617)
Less beneficial conversion value allocated to senior
subordinated units (8,600)
---------------
Net common unit interest (9,217)
Senior subordinated interest:
Allocation of net loss (1,110)
Plus beneficial conversion value allocated to senior
subordinated units 8,600
---------------
2
---------------
Net senior subordinated unit interest 7,490
Junior subordinated unit interest (192)
---------------
Total limited partners' interest in net loss $(1,919)
===============
Reported net loss per limited partner unit - basic and diluted $(0.40)
Add back goodwill amortization
.06
---------------
Adjusted net loss per limited partner unit - basic and diluted $(0.34)
===============
Weighted average basic and diluted limited
partners' units outstanding 5,726
===============
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INERGY, L.P.
By: INERGY GP, LLC,
Its Managing General Partner
Date: November 12, 2002 By: /s/ R. Brooks Sherman Jr.
-------------------------
R. Brooks Sherman Jr.
Sr. Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
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