-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TD/h4XgkPhQxdZNx/XP2a4iEJXi8JXcgYwwnxjjzfDgJI/18LKkBlObOGaiTuOrZ E9zSR2/RZrRtIw06eo/c0w== 0000922358-04-000002.txt : 20040205 0000922358-04-000002.hdr.sgml : 20040205 20040205144900 ACCESSION NUMBER: 0000922358-04-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031031 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FERRELLGAS PARTNERS L P CENTRAL INDEX KEY: 0000922358 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 431698480 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11331 FILM NUMBER: 04569817 BUSINESS ADDRESS: STREET 1: ONE LIBERTY PLAZA CITY: LIBERTY STATE: MO ZIP: 64068 BUSINESS PHONE: 8167921600 MAIL ADDRESS: STREET 1: 0NE LIBERTY PLAZA CITY: LIBERTY STATE: MO ZIP: 64068 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FERRELLGAS L P CENTRAL INDEX KEY: 0000922359 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 431676206 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50182 FILM NUMBER: 04569818 BUSINESS ADDRESS: STREET 1: ONE LIBERTY PLAZA CITY: LIBERTY STATE: MO ZIP: 64068 BUSINESS PHONE: 8167921600 MAIL ADDRESS: STREET 1: ONE LIBERTY PLAZA CITY: LIBERTY STATE: MO ZIP: 64068 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FERRELLGAS FINANCE CORP CENTRAL INDEX KEY: 0000922360 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 431677595 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50183 FILM NUMBER: 04569819 BUSINESS ADDRESS: STREET 1: TWO LIBERTY PLAZA CITY: LIBERTY STATE: MO ZIP: 64068 BUSINESS PHONE: 8167926803 MAIL ADDRESS: STREET 1: TWO LIBERTY PLAZA CITY: LIBERTY STATE: MO ZIP: 64068 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FERRELLGAS PARTNERS FINANCE CORP CENTRAL INDEX KEY: 0001012493 IRS NUMBER: 431742520 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-06693-02 FILM NUMBER: 04569820 BUSINESS ADDRESS: STREET 1: ONE LIBERTY PLAZA CITY: LIBERTY STATE: MO ZIP: 64068 BUSINESS PHONE: 8167926803 MAIL ADDRESS: STREET 1: ONE LIBERTY PLAZA CITY: LIBERTY STATE: MO ZIP: 64068 8-K 1 form8k.txt FORM 8K UNITED STATES 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 Date of Earliest Event Reported: July 31, 2003 Date of Report: February 5, 2004 Ferrellgas Partners, L.P. Ferrellgas Partners Finance Corp. Ferrellgas, L.P. Ferrellgas Finance Corp. (Exact name of registrants as specified in their charters) Delaware 001-11331 43-1698480 Delaware 333-06693 43-1742520 Delaware 000-50182 43-1698481 Delaware 000-50183 14-1866671 -------------- --------------- ----------------- (States or other Commission file (I.R.S. Employer jurisdictions of numbers Identification Nos.) incorporation or organization) One Liberty Plaza, Liberty, Missouri 64068 ________________________________________________________________________________ (Address of principal executive offices) (Zip Code) Registrants' telephone number, including area code: (816) 792-1600 ITEM 5. OTHER EVENTS We are filing the unaudited interim consolidated balance sheets and footnotes of Ferrellgas Partner's L.P. and Ferrellgas L.P.'s non-public general partner Ferrellgas, Inc. to update its most recent audited consolidated balance sheets. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial statements of businesses acquired. Not applicable. (b) Pro forma financial information. Not applicable. (c) Exhibits. The Exhibit listed in the Index to Exhibits is filed as part of this Current Report on Form 8-K. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. FERRELLGAS PARTNERS, L.P. By Ferrellgas, Inc., its general partner Date: February 5, 2004 By /s/ Kevin T. Kelly ------------------------------------- Kevin T. Kelly Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) FERRELLGAS PARTNERS FINANCE CORP. Date: February 5, 2004 By /s/ Kevin T. Kelly ------------------------------------- Kevin T. Kelly Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) FERRELLGAS, L.P. By Ferrellgas, Inc. (General Partner) Date: February 5, 2004 By /s/ Kevin T. Kelly ------------------------------------- Kevin T. Kelly Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) FERRELLGAS FINANCE CORP. Date: February 5, 2004 By /s/ Kevin T. Kelly ------------------------------------- Kevin T. Kelly Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) INDEX TO EXHIBITS Exhibit No. Description of Exhibit ----------- ---------------------- 99.15 Unaudited interim consolidated balance sheets of Ferrellgas, Inc. and footnotes as of October 31, 2003 and July 31, 2003. EX-99.15 3 exhibit9915.txt CONSOLIDATED BALANCE SHEETS Exhibit 99.15 Consolidated Balance Sheets October 31, 2003 and July 31, 2003 Ferrellgas, Inc. and Subsidiaries October 31, July 31, ASSETS 2003 2003 - ---------------------------------------------------- ------------ ------------ Current Assets: Cash and cash equivalents $ 13,536 $ 12,311 Accounts and notes receivable, net 63,495 56,742 Inventories 103,232 69,077 Prepaid expenses and other current assets 10,952 8,366 ------------ ------------ Total Current Assets 191,215 146,496 Property, plant and equipment, net 739,905 741,792 Goodwill 363,134 363,134 Intangible assets, net 96,743 98,157 Other assets 9,463 8,897 ------------ ------------ Total Assets $1,400,460 $1,358,476 ============ ============ LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIENCY) - ---------------------------------------------------- Current Liabilities: Accounts payable $ 119,389 $ 59,454 Other current liabilities 74,951 89,666 Short-term borrowings 21,800 - ------------ ------------ Total Current Liabilities 216,140 149,120 Long-term debt 900,807 888,226 Deferred income taxes 2,337 2,401 Other liabilities 19,607 18,747 Contingencies and commitments (Note F) - - Minority interest 152,216 171,220 Parent investment in subsidiary 183,689 201,466 Stockholder's Equity (Deficiency): Common stock, $1 par value; 10,000 shares authorized; 990 shares issued 1 1 Additional paid-in-capital 13,865 13,824 Note receivable from parent (146,841) (146,864) Retained earnings 60,926 62,303 Accumulated other comprehensive loss (2,287) (1,968) ------------ ------------ Total Stockholder's Equity (Deficiency) (74,336) (72,704) ------------ ------------ Total Liabilities and Stockholder's Equity (Deficiency) $1,400,460 $1,358,476 ============ ============
See notes to these Condensed Consolidated Balance Sheets. 1 FERRELLGAS INC. AND SUBSIDIARIES (a wholly-owned subsidiary of Ferrell Companies, Inc.) NOTES TO CONDENSED CONSOLIDATED BALANCE SHEETS OCTOBER 31, 2003 (Dollars in thousands, unless otherwise designated) (unaudited) A. Organization The accompanying condensed consolidated balance sheets and related notes present the consolidated financial position of Ferrellgas, Inc. (the "Company"), its subsidiaries and its general partnership interests in Ferrellgas Partners, L.P ("Ferrellgas Partners") and Ferrellgas, L.P. (collectively referred to as "Ferrellgas"). The Company is a wholly-owned subsidiary of Ferrell Companies, Inc. The condensed consolidated balance sheets of the Company reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the interim period presented. All adjustments to the condensed consolidated balance sheets were of a normal, recurring nature. The information included in this report should be read in conjunction with the consolidated balance sheets and accompanying notes included in the Company's consolidated balance sheets as of July 31, 2003 and 2002. B. Accounting estimates The preparation of balance sheets 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 balance sheets. 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, amortization methods of intangible assets and valuation methods of derivative commodity contracts. C. Nature of operations The Company is a holding entity that conducts no operations and has two subsidiaries, Ferrellgas Partners and Ferrellgas Acquisition Company, LLC ("Ferrellgas Acquisition Company"). The Company owns a 100% equity interest in Ferrellgas Acquisition Company. Limited operations are conducted by or through Ferrellgas Acquisition Company, whose only purpose is to acquire the tax liabilities of acquirees of Ferrellgas. The Company owns a 1% general partner interest in Ferrellgas Partners. Ferrellgas, L.P. is the only operating subsidiary of Ferrellgas Partners. Ferrellgas is engaged primarily in the retail distribution of propane and related equipment and supplies in the United States. The retail market is seasonal because propane is used primarily for heating in residential and commercial buildings. Ferrellgas serves more than one million residential, industrial/commercial, agricultural and other customers. 2 D. Supplemental balance sheet information Inventories consist of: October 31, July 31, 2003 2003 ------------ --------- Propane gas and related products $ 84,956 $49,772 Appliances, parts and supplies 18,276 19,305 ------------ --------- $103,232 $69,077 ============ ========= In addition to inventories on hand, the Company enters into contracts to buy and sell product, primarily propane for supply procurement purposes. Nearly all of these contracts have terms of less than one year and most call for payment based on market prices at the date of delivery. All fixed price contracts have terms of less than one year. As of October 31, 2003, the Company had committed, for supply procurement purposes, to take net delivery of approximately 5.0 million gallons of propane at a fixed price. Property, plant and equipment, net consist of: October 31, July 31, 2003 2003 ----------- ---------- Property, plant and equipment $1,079,930 $1,075,689 Less: accumulated depreciation 340,025 333,897 ----------- ---------- $ 739,905 $ 741,792 =========== ========== During the three months ended October 31, 2003, the Company placed in service $45.3 million of computer software, which will be depreciated using the straight-line method over its estimated useful life of 5 years. Intangible assets, net consist of: October 31, 2003 July 31, 2003 ------------------------------------------ ------------------------------------------ Gross Gross carrying Accumulated carrying Accumulated amount amortization Net amount amortization Net ------------ ---------------- ------------ ------------ ---------------- ------------ Customer lists $218,134 $(132,235) $85,899 $220,061 $(133,548) $86,513 Non-compete agreements 64,099 (53,255) 10,844 64,020 (52,376) 11,644 ------------ ---------------- ------------ ------------ ---------------- ------------ $282,233 $(185,490) $96,743 $284,081 $(185,924) $98,157 ============ ================ ============ ============ ================ ============
E. Accounts receivable securitization At October 31, 2003, $62.5 million of the Company's accounts receivable had been transferred compared with $42.5 million at July 31, 2003. The Company had the ability to transfer, at its option, an additional $12.5 million of its trade accounts receivable at October 31, 2003. The Company renewed this facility effective September 23, 2003, for a 364-day commitment with Banc One, NA. In accordance with SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities," this transaction is reflected in the condensed consolidated balance sheets as a sale of accounts receivable and a retained interest in transferred accounts receivable. The retained interest is classified on the condensed consolidated balance sheets within "Accounts and notes receivable, net." 3 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. 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 will have a material adverse effect on the financial condition of the Company. Currently, the Company is not a party to any legal proceedings other than various claims and lawsuits arising in the ordinary course of business. G. Adoption of new accounting standards The Financial Accounting Standards Board ("FASB") recently issued Statement of Financial Accounting Standards ("SFAS") No. 150 "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity," FASB Financial Interpretation No. 46 "Consolidation of Variable Interest Entities" and Emerging Issues Task Force ("EITF") 00-21 "Accounting for Revenue Arrangements with Multiple Deliverables." SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). Many of those instruments were previously classified as equity. This statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective for the fiscal year ending July 31, 2004. The Company has studied SFAS No. 150 and believes it will not have a material effect on its financial position. FASB Financial Interpretation No. 46 clarifies Accounting Research Bulletin No. 51, "Consolidated Financial Statements." If certain conditions are met, this interpretation requires the primary beneficiary to consolidate certain variable interest entities in which equity investors lack the characteristics of a controlling financial interest or do not have sufficient equity investment at risk to permit the variable interest entity to finance its activities without additional subordinated financial support from other parties. For variable interest entities created or obtained before February 1, 2003, the interpretation is effective for the first fiscal year or interim period ending after December 15, 2003. The Company currently believes it does not have any variable interest entities that would be subject to this interpretation. EITF No. 00-21 addresses how to account for arrangements that may involve multiple revenue-generating activities, such as the delivery or performance of multiple products, services, and/or rights to use assets. In applying this guidance, separate contracts with the same party, entered into at or near the same time, will be presumed to be a bundled transaction, and the consideration will be measured and allocated to the separate units based on their relative fair values. This consensus guidance will be applicable to agreements entered into in quarters beginning after June 15, 2003. The Company adopted this new accounting pronouncement beginning August 1, 2003. The implementation of this pronouncement did not have a material impact on the Company's financial position, because it does not enter into a significant number of arrangements that may involve multiple revenue-generating activities. 4 H. Transactions with related parties JEF Capital Management, Inc. ("JEF Capital Management") is beneficially owned by James E. Ferrell, the Chairman, President and Chief Executive Officer of the Company, and thus is an affiliate. Ferrellgas Partners paid senior unit distributions of $2.0 million to JEF Capital Management on both September 12, 2003. and on December 15, 2003. See Note I - Subsequent events - for disclosure of related party transactions with the Company and JEF Capital Management after October 31, 2003, including the waiver given by JEF Capital Management to Ferrellgas Partners. Ferrell Companies is the sole shareholder of the Company and owns 17.8 million common units of Ferrellgas Partners. On both September 12, 2003 and December 15, 2003, Ferrellgas Partners paid a common unit distribution of $8.9 million to Ferrell Companies for the three month period ended July 31, 2003 and October 31, 2003, respectively See Note I - Subsequent events - for disclosure of related party transactions with JEF Capital Management after October 31, 2003. Ferrell International Limited is beneficially owned by James E. Ferrell and thus is an affiliate. Ferrellgas enters into transactions with Ferrell International Limited in connection with Ferrellgas' risk management activities and does so at market prices in accordance with Ferrellgas' affiliate trading policy approved by the Company's Board of Directors. These transactions include forward, option and swap contracts and are all reviewed for compliance with the policy. Ferrellgas also provides limited accounting services for Ferrell International Limited. There were no amounts due from or due to Ferrell International Limited at October 31, 2003. I. Subsequent events Ferrellgas Partners' partnership agreement generally provides that it use the cash proceeds of any offering of common units to redeem a portion of its outstanding senior units, otherwise a "Material Event" would be deemed to have occurred and JEF Capital Management, as the holder of the senior units, would thereafter have specified rights, such as the right to convert the senior units into common units or the right to register the senior units. By letter agreement dated November 20, 2003, JEF Capital Management agreed to waive the occurrence of a "Material Event" if Ferrellgas Partners issues common units at any time and from time to time on or prior to March 31, 2004, and does not use the cash proceeds from such offering or offerings to redeem a portion of the outstanding senior units. In consideration of the granting of the waiver, Ferrellgas Partners agreed not to redeem any outstanding senior units prior to March 31, 2004, and to reimburse JEF Capital Management for its reasonable legal fees incurred in connection with the execution of the waiver. On December 1, 2003, Ferrellgas Partners received $47.4 million pursuant to the issuance of 2.0 million common units to the public Ferrellgas then used the net proceeds to reduce the borrowings outstanding under its bank credit facility by approximately $38.3 million. The remaining proceeds will be used for general partnership purposes, including the repayment of debt incurred to fund prior acquisitions. 5 -----END PRIVACY-ENHANCED MESSAGE-----