x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended October 31, 2013 | |
or | |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to |
Delaware Delaware Delaware Delaware | 43-1698480 43-1742520 43-1698481 14-1866671 | |
(States or other jurisdictions of incorporation or organization) | (I.R.S. Employer Identification Nos.) | |
7500 College Boulevard, Suite 1000, Overland Park, Kansas | 66210 | |
(Address of principal executive office) | (Zip Code) |
Ferrellgas Partners, L.P.: | ||||||
Large accelerated filer x | Accelerated filer o | Non-accelerated filer o (do not check if a smaller reporting company) | Smaller reporting company o |
Ferrellgas Partners Finance Corp, Ferrellgas, L.P. and Ferrellgas Finance Corp.: | ||||||
Large accelerated filer o | Accelerated filer o | Non-accelerated filer x (do not check if a smaller reporting company) | Smaller reporting company o |
Ferrellgas Partners, L.P. | 79,144,419 | Common Units | ||
Ferrellgas Partners Finance Corp. | 1,000 | Common Stock | ||
Ferrellgas, L.P. | n/a | n/a | ||
Ferrellgas Finance Corp. | 1,000 | Common Stock |
Page | ||||
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES | ||||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | ||||||||
(in thousands, except unit data) | ||||||||
(unaudited) | ||||||||
October 31, 2013 | July 31, 2013 | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 8,435 | $ | 6,464 | ||||
Accounts and notes receivable, net (including $167,645 and $130,025 of accounts receivable pledged as collateral at October 31, 2013 and July 31, 2013, respectively) | 178,549 | 131,791 | ||||||
Inventories | 140,795 | 117,116 | ||||||
Prepaid expenses and other current assets | 42,647 | 25,608 | ||||||
Total current assets | 370,426 | 280,979 | ||||||
Property, plant and equipment (net of accumulated depreciation of $612,766 and $617,541 at October 31, 2013 and July 31, 2013, respectively) | 587,065 | 589,727 | ||||||
Goodwill | 253,362 | 253,362 | ||||||
Intangible assets (net of accumulated amortization of $351,845 and $346,618 at October 31, 2013 and July 31, 2013, respectively) | 184,296 | 189,516 | ||||||
Other assets, net | 46,125 | 42,444 | ||||||
Total assets | $ | 1,441,274 | $ | 1,356,028 | ||||
LIABILITIES AND PARTNERS' DEFICIT | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 87,014 | $ | 49,128 | ||||
Short-term borrowings | 115,083 | 50,054 | ||||||
Collateralized note payable | 97,000 | 82,000 | ||||||
Other current liabilities | 126,943 | 121,102 | ||||||
Total current liabilities | 426,040 | 302,284 | ||||||
Long-term debt | 1,116,150 | 1,106,940 | ||||||
Other liabilities | 33,977 | 33,431 | ||||||
Contingencies and commitments (Note J) | ||||||||
Partners' deficit: | ||||||||
Common unitholders (79,081,819 and 79,072,819 units outstanding at October 31, 2013 and July 31, 2013, respectively) | (85,633 | ) | (28,931 | ) | ||||
General partner unitholder (798,806 and 798,715 units outstanding at October 31, 2013 and July 31, 2013, respectively) | (60,934 | ) | (60,362 | ) | ||||
Accumulated other comprehensive income | 11,155 | 1,697 | ||||||
Total Ferrellgas Partners, L.P. partners' deficit | (135,412 | ) | (87,596 | ) | ||||
Noncontrolling interest | 519 | 969 | ||||||
Total partners' deficit | (134,893 | ) | (86,627 | ) | ||||
Total liabilities and partners' deficit | $ | 1,441,274 | $ | 1,356,028 | ||||
See notes to condensed consolidated financial statements. |
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES | ||||||||
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS | ||||||||
(in thousands, except per unit data) | ||||||||
(unaudited) | ||||||||
For the three months ended October 31, | ||||||||
2013 | 2012 | |||||||
Revenues: | ||||||||
Propane and other gas liquids sales | $ | 382,223 | $ | 335,281 | ||||
Other | 32,807 | 27,628 | ||||||
Total revenues | 415,030 | 362,909 | ||||||
Costs and expenses: | ||||||||
Cost of product sold - propane and other gas liquids sales | 258,754 | 213,657 | ||||||
Cost of product sold - other | 13,346 | 9,197 | ||||||
Operating expense (includes $0.8 million and $0.7 million for the three months ended October 31, 2013 and 2012, respectively, for non-cash stock and unit-based compensation) | 103,764 | 97,145 | ||||||
Depreciation and amortization expense | 20,215 | 20,875 | ||||||
General and administrative expense (includes $3.6 million and $2.4 million for the three months ended October 31, 2013 and 2012, respectively, for non-cash stock and unit-based compensation) | 14,414 | 11,155 | ||||||
Equipment lease expense | 4,066 | 3,923 | ||||||
Non-cash employee stock ownership plan compensation charge | 3,043 | 2,402 | ||||||
Loss on disposal of assets | 357 | 271 | ||||||
Operating income (loss) | (2,929 | ) | 4,284 | |||||
Interest expense | (22,093 | ) | (22,435 | ) | ||||
Loss on extinguishment of debt | (301 | ) | — | |||||
Other income, net | 216 | 91 | ||||||
Loss before income taxes | (25,107 | ) | (18,060 | ) | ||||
Income tax benefit | (50 | ) | (264 | ) | ||||
Net loss | (25,057 | ) | (17,796 | ) | ||||
Net loss attributable to noncontrolling interest | (214 | ) | (138 | ) | ||||
Net loss attributable to Ferrellgas Partners, L.P. | (24,843 | ) | (17,658 | ) | ||||
Less: General partner's interest in net loss | (248 | ) | (177 | ) | ||||
Common unitholders' interest in net loss | $ | (24,595 | ) | $ | (17,481 | ) | ||
Basic and diluted net loss per common unitholders' interest | $ | (0.31 | ) | $ | (0.22 | ) | ||
Cash distributions declared per common unit | $ | 0.50 | $ | 0.50 | ||||
See notes to condensed consolidated financial statements. |
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES | ||||||||
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||||||||
(in thousands) | ||||||||
(unaudited) | ||||||||
For the three months ended October 31, | ||||||||
2013 | 2012 | |||||||
Net loss | $ | (25,057 | ) | $ | (17,796 | ) | ||
Other comprehensive income (loss): | ||||||||
Change in value of risk management derivatives | 10,604 | 6,276 | ||||||
Reclassification of derivative gains and losses to earnings | (929 | ) | 4,191 | |||||
Foreign currency translation adjustment | (121 | ) | 2 | |||||
Other comprehensive income | 9,554 | 10,469 | ||||||
Comprehensive loss | (15,503 | ) | (7,327 | ) | ||||
Less: Comprehensive loss attributable to noncontrolling interest | (118 | ) | (33 | ) | ||||
Comprehensive loss attributable to Ferrellgas Partners, LP | $ | (15,385 | ) | $ | (7,294 | ) | ||
See notes to condensed consolidated financial statements. |
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES | |||||||||||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS' DEFICIT | |||||||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||||||
(unaudited) | |||||||||||||||||||||||||||||
Number of units | Accumulated other comprehensive income (loss) | Total Ferrellgas Partners, L.P. partners' deficit | Total partners' deficit | ||||||||||||||||||||||||||
Common unitholders | General Partner unitholder | Common unitholders | General Partner unitholder | Non-controlling interest | |||||||||||||||||||||||||
Balance at July 31, 2013 | 79,072.8 | 798.7 | $ | (28,931 | ) | $ | (60,362 | ) | $ | 1,697 | $ | (87,596 | ) | $ | 969 | $ | (86,627 | ) | |||||||||||
Contributions in connection with non-cash ESOP and stock and unit-based compensation charges | — | — | 7,324 | 74 | — | 7,398 | 76 | 7,474 | |||||||||||||||||||||
Distributions | — | — | (39,536 | ) | (399 | ) | — | (39,935 | ) | (408 | ) | (40,343 | ) | ||||||||||||||||
Exercise of common unit options | 9.0 | 0.1 | 105 | 1 | — | 106 | — | 106 | |||||||||||||||||||||
Net loss | — | — | (24,595 | ) | (248 | ) | — | (24,843 | ) | (214 | ) | (25,057 | ) | ||||||||||||||||
Other comprehensive income | — | — | — | — | 9,458 | 9,458 | 96 | 9,554 | |||||||||||||||||||||
Balance at October 31, 2013 | 79,081.8 | 798.8 | $ | (85,633 | ) | $ | (60,934 | ) | $ | 11,155 | $ | (135,412 | ) | $ | 519 | $ | (134,893 | ) | |||||||||||
See notes to condensed consolidated financial statements. |
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES | |||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||
(in thousands) | |||||||
(unaudited) | |||||||
For the three months ended October 31, | |||||||
2013 | 2012 | ||||||
Cash flows provided by (used in) operating activities: | |||||||
Net loss | $ | (25,057 | ) | $ | (17,796 | ) | |
Reconciliation of net loss to net cash provided by (used in) operating activities: | |||||||
Depreciation and amortization expense | 20,215 | 20,875 | |||||
Non-cash employee stock ownership plan compensation charge | 3,043 | 2,402 | |||||
Non-cash stock and unit-based compensation charge | 4,431 | 3,092 | |||||
Loss on disposal of assets | 357 | 271 | |||||
Loss on extinguishment of debt | 301 | — | |||||
Provision for doubtful accounts | 898 | 1,008 | |||||
Deferred tax expense | 275 | 379 | |||||
Other | 1,069 | 997 | |||||
Changes in operating assets and liabilities, net of effects from business acquisitions: | |||||||
Accounts and notes receivable, net of securitization | (47,333 | ) | (24,696 | ) | |||
Inventories | (23,679 | ) | (9,215 | ) | |||
Prepaid expenses and other current assets | (11,956 | ) | (4,532 | ) | |||
Accounts payable | 37,175 | 20,047 | |||||
Accrued interest expense | 4,960 | 5,139 | |||||
Other current liabilities | 1,022 | 11,420 | |||||
Other liabilities | (133 | ) | 442 | ||||
Net cash provided by (used in) operating activities | (34,412 | ) | 9,833 | ||||
Cash flows provided by (used in) investing activities: | |||||||
Business acquisitions, net of cash acquired | (460 | ) | (4,300 | ) | |||
Capital expenditures | (13,267 | ) | (9,909 | ) | |||
Proceeds from sale of assets | 1,317 | 4,771 | |||||
Other | (8 | ) | — | ||||
Net cash used in investing activities | (12,418 | ) | (9,438 | ) | |||
Cash flows provided by (used in) financing activities: | |||||||
Distributions | (39,935 | ) | (39,907 | ) | |||
Proceeds from issuance of long-term debt | 12,071 | 11,333 | |||||
Payments on long-term debt | (1,684 | ) | (1,439 | ) | |||
Net additions to short-term borrowings | 65,029 | 22,167 | |||||
Net additions to collateralized short-term borrowings | 15,000 | 8,000 | |||||
Cash paid for financing costs | (1,257 | ) | — | ||||
Noncontrolling interest activity | (408 | ) | (407 | ) | |||
Proceeds from exercise of common unit options | 106 | 105 | |||||
Net cash provided by (used in) financing activities | 48,922 | (148 | ) | ||||
Effect of exchange rate changes on cash | (121 | ) | 2 | ||||
Net change in cash and cash equivalents | 1,971 | 249 | |||||
Cash and cash equivalents - beginning of period | 6,464 | 8,429 | |||||
Cash and cash equivalents - end of period | $ | 8,435 | $ | 8,678 | |||
See notes to condensed consolidated financial statements. |
For the three months ended October 31, | |||||||
2013 | 2012 | ||||||
CASH PAID FOR: | |||||||
Interest | $ | 15,842 | $ | 16,027 | |||
Income taxes | $ | — | $ | 18 | |||
NON-CASH INVESTING ACTIVITIES: | |||||||
Liabilities incurred in connection with acquisitions | $ | — | $ | 743 | |||
Change in accruals for property, plant and equipment additions | $ | 1,244 | $ | 227 |
October 31, 2013 | July 31, 2013 | |||||||
Propane gas and related products | $ | 117,294 | $ | 94,946 | ||||
Appliances, parts and supplies | 23,501 | 22,170 | ||||||
Inventories | $ | 140,795 | $ | 117,116 |
October 31, 2013 | July 31, 2013 | |||||||
Accrued interest | $ | 24,755 | $ | 19,795 | ||||
Accrued payroll | 14,034 | 30,295 | ||||||
Customer deposits and advances | 34,971 | 20,420 | ||||||
Other | 53,183 | 50,592 | ||||||
Other current liabilities | $ | 126,943 | $ | 121,102 |
For the three months ended October 31, | ||||||||
2013 | 2012 | |||||||
Operating expense | $ | 45,978 | $ | 43,901 | ||||
Depreciation and amortization expense | 1,415 | 1,527 | ||||||
Equipment lease expense | 3,627 | 3,387 | ||||||
$ | 51,020 | $ | 48,815 |
October 31, 2013 | July 31, 2013 | ||||||
Accounts receivable pledged as collateral | $ | 167,645 | $ | 130,025 | |||
Accounts receivable | 14,320 | 4,867 | |||||
Other | 411 | 506 | |||||
Less: Allowance for doubtful accounts | (3,827 | ) | (3,607 | ) | |||
Accounts and notes receivable, net | $ | 178,549 | $ | 131,791 |
• | for Base Rate Loans or Swing Line Loans, the Base Rate, which is defined as the higher of i) the federal funds rate plus 0.50%, ii) Bank of America’s prime rate; or iii) the Eurodollar Rate plus 1.00%; plus a margin varying from 0.75% to 1.75%; or |
• | for Eurodollar Rate Loans, the Eurodollar Rate, which is defined as the LIBOR Rate plus a margin varying from 1.75% to 2.75%. |
For the three months ended October 31, | ||||||||
2013 | 2012 | |||||||
Public common unitholders | $ | 26,498 | $ | 26,470 | ||||
Ferrell Companies (1) | 10,735 | 10,735 | ||||||
FCI Trading Corp. (2) | 98 | 98 | ||||||
Ferrell Propane, Inc. (3) | 26 | 26 | ||||||
James E. Ferrell (4) | 2,179 | 2,179 | ||||||
General partner | 399 | 399 | ||||||
$ | 39,935 | $ | 39,907 |
Ferrell Companies | $ | 10,735 | |
FCI Trading Corp. | 98 | ||
Ferrell Propane, Inc. | 26 | ||
James E. Ferrell | 2,179 | ||
General partner | 400 |
Asset (Liability) | ||||||||||||||||
Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) | Significant Other Observable Inputs (Level 2) | Unobservable Inputs (Level 3) | Total | |||||||||||||
October 31, 2013: | ||||||||||||||||
Assets: | ||||||||||||||||
Derivative financial instruments: | ||||||||||||||||
Interest rate swap agreements | $ | — | $ | 2,177 | $ | — | $ | 2,177 | ||||||||
Propane commodity derivatives | $ | — | $ | 12,313 | $ | — | $ | 12,313 | ||||||||
Liabilities: | ||||||||||||||||
Derivative financial instruments: | ||||||||||||||||
Interest rate swap agreements | $ | — | $ | (5,719 | ) | $ | — | $ | (5,719 | ) | ||||||
Propane commodity derivatives | $ | — | $ | — | $ | — | $ | — | ||||||||
July 31, 2013: | ||||||||||||||||
Assets: | ||||||||||||||||
Derivative financial instruments: | ||||||||||||||||
Interest rate swap agreements | $ | — | $ | 3,783 | $ | — | $ | 3,783 | ||||||||
Propane commodity derivatives | $ | — | $ | 2,532 | $ | — | $ | 2,532 | ||||||||
Liabilities: | ||||||||||||||||
Derivative financial instruments: | ||||||||||||||||
Interest rate swap agreements | $ | — | $ | (4,998 | ) | $ | — | $ | (4,998 | ) | ||||||
Propane commodity derivatives | $ | — | $ | (907 | ) | $ | — | $ | (907 | ) |
October 31, 2013 | ||||||||||||
Asset Derivatives | Liability Derivatives | |||||||||||
Derivative Instrument | Location | Fair value | Location | Fair value | ||||||||
Propane commodity derivatives | Prepaid expenses and other current assets | $ | 7,992 | Other current liabilities | $ | — | ||||||
Propane commodity derivatives | Other assets, net | 4,321 | Other liabilities | — | ||||||||
Interest rate swap agreements | Prepaid expenses and other current assets | 2,177 | Other current liabilities | — | ||||||||
Interest rate swap agreements | Other assets, net | — | Other liabilities | 5,719 | ||||||||
Total | $ | 14,490 | Total | $ | 5,719 | |||||||
July 31, 2013 | ||||||||||||
Asset Derivatives | Liability Derivatives | |||||||||||
Derivative Instrument | Location | Fair value | Location | Fair value | ||||||||
Propane commodity derivatives | Prepaid expenses and other current assets | $ | 1,400 | Other current liabilities | $ | 569 | ||||||
Propane commodity derivatives | Other assets, net | 1,132 | Other liabilities | 338 | ||||||||
Interest rate swap agreements | Prepaid expenses and other current assets | 3,341 | Other current liabilities | — | ||||||||
Interest rate swap agreements | Other assets, net | 442 | Other liabilities | 4,998 | ||||||||
Total | $ | 6,315 | Total | $ | 5,905 |
Amount of Gain Recognized on Derivative | Amount of Interest Expense Recognized on Fixed-Rated Debt (Related Hedged Item) | |||||||||||||||||
Derivative Instrument | Location of Gain Recognized on Derivative | For the three months ended October 31, | For the three months ended October 31, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||
Interest rate swap agreements | Interest expense | $ | 832 | $ | 724 | $ | (5,365 | ) | $ | (5,469 | ) |
For the three months ended October 31, 2013 | ||||||||||
Derivative Instrument | Amount of Gain (Loss) Recognized in AOCI | Location of Gain (Loss) Reclassified from AOCI into Income | Amount of Gain (Loss) Reclassified from AOCI into Income | |||||||
Propane commodity derivatives | $ | 11,617 | Cost of product sold- propane and other gas liquids sales | $ | 929 | |||||
Interest rate swap agreements | (1,013 | ) | Interest expense | — | ||||||
$ | 10,604 | $ | 929 |
For the three months ended October 31, 2012 | ||||||||||
Derivative Instrument | Amount of Gain (Loss) Recognized in AOCI | Location of Gain (Loss) Reclassified from AOCI into Income | Amount of Gain (Loss) Reclassified from AOCI into Income | |||||||
Propane commodity derivatives | $ | 6,526 | Cost of product sold- propane and other gas liquids sales | $ | (4,191 | ) | ||||
Interest rate swap agreements | (250 | ) | Interest expense | — | ||||||
$ | 6,276 | $ | (4,191 | ) |
For the three months ended October 31, | ||||||||
Gains and losses on derivatives included in AOCI | 2013 | 2012 | ||||||
Beginning balance | $ | 2,066 | $ | (12,799 | ) | |||
Change in value of risk management commodity derivatives | 11,617 | 6,526 | ||||||
Reclassification of gains and losses on commodity hedges to cost of product sold - propane and other gas liquids sales | (929 | ) | 4,191 | |||||
Change in value of risk management interest rate derivatives | (1,013 | ) | (250 | ) | ||||
Ending balance | $ | 11,741 | $ | (2,332 | ) |
For the three months ended October 31, | ||||||||
2013 | 2012 | |||||||
Operating expense | $ | 48,158 | $ | 47,784 | ||||
General and administrative expense | $ | 5,901 | $ | 6,273 |
For the three months ended October 31, | ||||||||
2013 | 2012 | |||||||
(in thousands, except per unitholders' interest amounts) | ||||||||
Common unitholders’ interest in net loss | $ | (24,595 | ) | $ | (17,481 | ) | ||
Weighted average common units outstanding - basic | 79,075.8 | 79,013.3 | ||||||
Dilutive securities | — | — | ||||||
Weighted average common units outstanding - diluted | 79,075.8 | 79,013.3 | ||||||
Basic and diluted net loss per common unitholders’ interest | $ | (0.31 | ) | $ | (0.22 | ) |
FERRELLGAS PARTNERS FINANCE CORP. | |||||||
(a wholly-owned subsidiary of Ferrellgas Partners, L.P.) | |||||||
CONDENSED BALANCE SHEETS | |||||||
(unaudited) | |||||||
October 31, 2013 | July 31, 2013 | ||||||
ASSETS | |||||||
Cash | $ | 969 | $ | 969 | |||
Total assets | $ | 969 | $ | 969 | |||
Contingencies and commitments (Note B) | |||||||
STOCKHOLDER'S EQUITY | |||||||
Common stock, $1.00 par value; 2,000 shares authorized; 1,000 shares issued and outstanding | $ | 1,000 | $ | 1,000 | |||
Additional paid in capital | 13,007 | 12,957 | |||||
Accumulated deficit | (13,038 | ) | (12,988 | ) | |||
Total stockholder's equity | $ | 969 | $ | 969 | |||
See notes to condensed financial statements. |
FERRELLGAS PARTNERS FINANCE CORP. | |||||||
(a wholly-owned subsidiary of Ferrellgas Partners, L.P.) | |||||||
CONDENSED STATEMENTS OF EARNINGS | |||||||
(unaudited) | |||||||
For the three months ended October 31, | |||||||
2013 | 2012 | ||||||
General and administrative expense | $ | 50 | $ | — | |||
Net loss | $ | (50 | ) | $ | — | ||
See notes to condensed financial statements. |
FERRELLGAS PARTNERS FINANCE CORP. | |||||||
(a wholly-owned subsidiary of Ferrellgas Partners, L.P.) | |||||||
CONDENSED STATEMENTS OF CASH FLOWS | |||||||
(unaudited) | |||||||
For the three months ended October 31, | |||||||
2013 | 2012 | ||||||
Cash flows provided by (used in) operating activities: | |||||||
Net loss | $ | (50 | ) | $ | — | ||
Cash used in operating activities | (50 | ) | — | ||||
Cash flows provided by (used in) financing activities: | |||||||
Capital contribution | 50 | — | |||||
Cash provided by financing activities | 50 | — | |||||
Net change in cash | — | — | |||||
Cash - beginning of period | 969 | 969 | |||||
Cash - end of period | $ | 969 | $ | 969 | |||
See notes to condensed financial statements. |
FERRELLGAS, L.P. AND SUBSIDIARIES | |||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | |||||||
(in thousands) | |||||||
(unaudited) | |||||||
October 31, 2013 | July 31, 2013 | ||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 8,187 | $ | 6,307 | |||
Accounts and notes receivable, net (including $167,645 and $130,025 of accounts receivable pledged as collateral at October 31, 2013 and July 31, 2013, respectively) | 178,549 | 131,791 | |||||
Inventories | 140,795 | 117,116 | |||||
Prepaid expenses and other current assets | 42,481 | 25,582 | |||||
Total current assets | 370,012 | 280,796 | |||||
Property, plant and equipment (net of accumulated depreciation of $612,766 and $617,541 at October 31, 2013 and July 31, 2013, respectively) | 587,065 | 589,727 | |||||
Goodwill | 253,362 | 253,362 | |||||
Intangible assets (net of accumulated amortization of $351,845 and $346,618 at October 31, 2013 and July 31, 2013, respectively) | 184,296 | 189,516 | |||||
Other assets, net | 43,332 | 39,531 | |||||
Total assets | $ | 1,438,067 | $ | 1,352,932 | |||
LIABILITIES AND PARTNERS' CAPITAL | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 87,014 | $ | 49,128 | |||
Short-term borrowings | 115,083 | 50,054 | |||||
Collateralized note payable | 97,000 | 82,000 | |||||
Other current liabilities | 120,820 | 118,903 | |||||
Total current liabilities | 419,917 | 300,085 | |||||
Long-term debt | 934,150 | 924,940 | |||||
Other liabilities | 33,977 | 33,431 | |||||
Contingencies and commitments (Note J) | |||||||
Partners' capital: | |||||||
Limited partner | 38,349 | 91,810 | |||||
General partner | 392 | 938 | |||||
Accumulated other comprehensive income | 11,282 | 1,728 | |||||
Total partners' capital | 50,023 | 94,476 | |||||
Total liabilities and partners' capital | $ | 1,438,067 | $ | 1,352,932 | |||
See notes to condensed consolidated financial statements. |
FERRELLGAS, L.P. AND SUBSIDIARIES | |||||||
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS | |||||||
(in thousands) | |||||||
(unaudited) | |||||||
For the three months ended October 31, | |||||||
2013 | 2012 | ||||||
Revenues: | |||||||
Propane and other gas liquids sales | $ | 382,223 | $ | 335,281 | |||
Other | 32,807 | 27,628 | |||||
Total revenues | 415,030 | 362,909 | |||||
Costs and expenses: | |||||||
Cost of product sold - propane and other gas liquids sales | 258,754 | 213,657 | |||||
Cost of product sold - other | 13,346 | 9,197 | |||||
Operating expense (includes $0.8 million and $0.7 million for the three months ended October 31, 2013 and 2012, respectively, for non-cash stock and unit-based compensation) | 103,889 | 97,082 | |||||
Depreciation and amortization expense | 20,215 | 20,875 | |||||
General and administrative expense (includes $3.6 million and $2.4 million for the three months ended October 31, 2013 and 2012, respectively, for non-cash stock and unit-based compensation) | 14,414 | 11,155 | |||||
Equipment lease expense | 4,066 | 3,923 | |||||
Non-cash employee stock ownership plan compensation charge | 3,043 | 2,402 | |||||
Loss on disposal of assets | 357 | 271 | |||||
Operating income (loss) | (3,054 | ) | 4,347 | ||||
Interest expense | (18,049 | ) | (18,394 | ) | |||
Loss on extinguishment of debt | (301 | ) | — | ||||
Other income, net | 216 | 91 | |||||
Loss before income taxes | (21,188 | ) | (13,956 | ) | |||
Income tax benefit | (50 | ) | (264 | ) | |||
Net loss | $ | (21,138 | ) | $ | (13,692 | ) | |
See notes to condensed consolidated financial statements. |
FERRELLGAS, L.P. AND SUBSIDIARIES | ||||||||
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||||||||
(in thousands) | ||||||||
(unaudited) | ||||||||
For the three months ended October 31, | ||||||||
2013 | 2012 | |||||||
Net loss | $ | (21,138 | ) | $ | (13,692 | ) | ||
Other comprehensive income: | ||||||||
Change in value of risk management derivatives | 10,604 | 6,276 | ||||||
Reclassification of derivative gains and losses to earnings | (929 | ) | 4,191 | |||||
Foreign currency translation adjustment | (121 | ) | 2 | |||||
Other comprehensive income | 9,554 | 10,469 | ||||||
Comprehensive loss | $ | (11,584 | ) | $ | (3,223 | ) | ||
See notes to condensed consolidated financial statements. |
FERRELLGAS, L.P. AND SUBSIDIARIES | |||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL | |||||||||||||||
(in thousands) | |||||||||||||||
(unaudited) | |||||||||||||||
Accumulated | |||||||||||||||
other | Total | ||||||||||||||
Limited | General | comprehensive | partners' | ||||||||||||
partner | partner | income | capital | ||||||||||||
Balance at July 31, 2013 | $ | 91,810 | $ | 938 | $ | 1,728 | $ | 94,476 | |||||||
Contributions in connection with non-cash ESOP and stock and unit-based compensation charges | 7,398 | 76 | — | 7,474 | |||||||||||
Distributions | (39,935 | ) | (408 | ) | — | (40,343 | ) | ||||||||
Net loss | (20,924 | ) | (214 | ) | — | (21,138 | ) | ||||||||
Other comprehensive income | — | — | 9,554 | 9,554 | |||||||||||
Balance at October 31, 2013 | $ | 38,349 | $ | 392 | $ | 11,282 | $ | 50,023 | |||||||
See notes to condensed consolidated financial statements. |
FERRELLGAS, L.P. AND SUBSIDIARIES | |||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||
(in thousands) | |||||||
(unaudited) | |||||||
For the three months ended October 31, | |||||||
2013 | 2012 | ||||||
Cash flows provided by (used in) operating activities: | |||||||
Net loss | $ | (21,138 | ) | $ | (13,692 | ) | |
Reconciliation of net loss to net cash provided by (used in) operating activities: | |||||||
Depreciation and amortization expense | 20,215 | 20,875 | |||||
Non-cash employee stock ownership plan compensation charge | 3,043 | 2,402 | |||||
Non-cash stock and unit-based compensation charge | 4,431 | 3,092 | |||||
Loss on disposal of assets | 357 | 271 | |||||
Loss on extinguishment of debt | 301 | — | |||||
Provision for doubtful accounts | 898 | 1,008 | |||||
Deferred tax expense | 275 | 379 | |||||
Other | 949 | 879 | |||||
Changes in operating assets and liabilities, net of effects from business acquisitions: | |||||||
Accounts and notes receivable, net of securitization | (47,333 | ) | (24,696 | ) | |||
Inventories | (23,679 | ) | (9,215 | ) | |||
Prepaid expenses and other current assets | (11,816 | ) | (4,532 | ) | |||
Accounts payable | 37,175 | 20,047 | |||||
Accrued interest expense | 1,035 | 1,215 | |||||
Other current liabilities | 1,023 | 11,358 | |||||
Other liabilities | (133 | ) | 442 | ||||
Net cash provided by (used in) operating activities | (34,397 | ) | 9,833 | ||||
Cash flows provided by (used in) investing activities: | |||||||
Business acquisitions, net of cash acquired | (460 | ) | (4,300 | ) | |||
Capital expenditures | (13,267 | ) | (9,909 | ) | |||
Proceeds from sale of assets | 1,317 | 4,771 | |||||
Other | (8 | ) | — | ||||
Net cash used in investing activities | (12,418 | ) | (9,438 | ) | |||
Cash flows provided by (used in) financing activities: | |||||||
Distributions | (40,343 | ) | (40,314 | ) | |||
Proceeds from issuance of long-term debt | 12,071 | 11,333 | |||||
Payments on long-term debt | (1,684 | ) | (1,439 | ) | |||
Net additions to short-term borrowings | 65,029 | 22,167 | |||||
Net additions to collateralized short-term borrowings | 15,000 | 8,000 | |||||
Cash paid for financing costs | (1,257 | ) | — | ||||
Net cash provided by (used in) financing activities | 48,816 | (253 | ) | ||||
Effect of exchange rate changes on cash | (121 | ) | 2 | ||||
Net change in cash and cash equivalents | 1,880 | 144 | |||||
Cash and cash equivalents - beginning of period | 6,307 | 8,218 | |||||
Cash and cash equivalents - end of period | $ | 8,187 | $ | 8,362 | |||
See notes to condensed consolidated financial statements. |
For the three months ended October 31, | |||||||
2013 | 2012 | ||||||
CASH PAID FOR: | |||||||
Interest | $ | 15,842 | $ | 16,027 | |||
Income taxes | $ | — | $ | 18 | |||
NON-CASH INVESTING ACTIVITIES: | |||||||
Liabilities incurred in connection with acquisitions | $ | — | $ | 743 | |||
Change in accruals for property, plant and equipment additions | $ | 1,244 | $ | 227 |
October 31, 2013 | July 31, 2013 | |||||||
Propane gas and related products | $ | 117,294 | $ | 94,946 | ||||
Appliances, parts and supplies | 23,501 | 22,170 | ||||||
Inventories | $ | 140,795 | $ | 117,116 |
October 31, 2013 | July 31, 2013 | |||||||
Accrued interest | $ | 18,822 | $ | 17,787 | ||||
Accrued payroll | 14,034 | 30,295 | ||||||
Customer deposits and advances | 34,971 | 20,420 | ||||||
Other | 52,993 | 50,401 | ||||||
Other current liabilities | $ | 120,820 | $ | 118,903 |
For the three months ended October 31, | ||||||||
2013 | 2012 | |||||||
Operating expense | $ | 45,978 | $ | 43,901 | ||||
Depreciation and amortization expense | 1,415 | 1,527 | ||||||
Equipment lease expense | 3,627 | 3,387 | ||||||
$ | 51,020 | $ | 48,815 |
October 31, 2013 | July 31, 2013 | ||||||
Accounts receivable pledged as collateral | $ | 167,645 | $ | 130,025 | |||
Accounts receivable | 14,320 | 4,867 | |||||
Other | 411 | 506 | |||||
Less: Allowance for doubtful accounts | (3,827 | ) | (3,607 | ) | |||
Accounts and notes receivable, net | $ | 178,549 | $ | 131,791 |
• | for Base Rate Loans or Swing Line Loans, the Base Rate, which is defined as the higher of i) the federal funds rate plus 0.50%, ii) Bank of America’s prime rate; or iii) the Eurodollar Rate plus 1.00%; plus a margin varying from 0.75% to 1.75%; or |
• | for Eurodollar Rate Loans, the Eurodollar Rate, which is defined as the LIBOR Rate plus a margin varying from 1.75% to 2.75%. |
For the three months ended October 31, | ||||||||
2013 | 2012 | |||||||
Ferrellgas Partners | $ | 39,935 | $ | 39,907 | ||||
General partner | 408 | 407 | ||||||
$ | 40,343 | $ | 40,314 |
Asset (Liability) | ||||||||||||||||
Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) | Significant Other Observable Inputs (Level 2) | Unobservable Inputs (Level 3) | Total | |||||||||||||
October 31, 2013: | ||||||||||||||||
Assets: | ||||||||||||||||
Derivative financial instruments: | ||||||||||||||||
Interest rate swap agreements | $ | — | $ | 2,177 | $ | — | $ | 2,177 | ||||||||
Propane commodity derivatives | $ | — | $ | 12,313 | $ | — | $ | 12,313 | ||||||||
Liabilities: | ||||||||||||||||
Derivative financial instruments: | ||||||||||||||||
Interest rate swap agreements | $ | — | $ | (5,719 | ) | $ | — | $ | (5,719 | ) | ||||||
Propane commodity derivatives | $ | — | $ | — | $ | — | $ | — | ||||||||
July 31, 2013: | ||||||||||||||||
Assets: | ||||||||||||||||
Derivative financial instruments: | ||||||||||||||||
Interest rate swap agreements | $ | — | $ | 3,783 | $ | — | $ | 3,783 | ||||||||
Propane commodity derivatives | $ | — | $ | 2,532 | $ | — | $ | 2,532 | ||||||||
Liabilities: | ||||||||||||||||
Derivative financial instruments: | ||||||||||||||||
Interest rate swap agreements | $ | — | $ | (4,998 | ) | $ | — | $ | (4,998 | ) | ||||||
Propane commodity derivatives | $ | — | $ | (907 | ) | $ | — | $ | (907 | ) |
October 31, 2013 | ||||||||||||
Asset Derivatives | Liability Derivatives | |||||||||||
Derivative Instrument | Location | Fair value | Location | Fair value | ||||||||
Propane commodity derivatives | Prepaid expenses and other current assets | $ | 7,992 | Other current liabilities | $ | — | ||||||
Propane commodity derivatives | Other assets, net | 4,321 | Other liabilities | — | ||||||||
Interest rate swap agreements | Prepaid expenses and other current assets | 2,177 | Other current liabilities | — | ||||||||
Interest rate swap agreements | Other assets, net | — | Other liabilities | 5,719 | ||||||||
Total | $ | 14,490 | Total | $ | 5,719 | |||||||
July 31, 2013 | ||||||||||||
Asset Derivatives | Liability Derivatives | |||||||||||
Derivative Instrument | Location | Fair value | Location | Fair value | ||||||||
Propane commodity derivatives | Prepaid expenses and other current assets | $ | 1,400 | Other current liabilities | $ | 569 | ||||||
Propane commodity derivatives | Other assets, net | 1,132 | Other liabilities | 338 | ||||||||
Interest rate swap agreements | Prepaid expenses and other current assets | 3,341 | Other current liabilities | — | ||||||||
Interest rate swap agreements | Other assets, net | 442 | Other liabilities | 4,998 | ||||||||
Total | $ | 6,315 | Total | $ | 5,905 |
Amount of Gain Recognized on Derivative | Amount of Interest Expense Recognized on Fixed-Rated Debt (Related Hedged Item) | |||||||||||||||||
Derivative Instrument | Location of Gain Recognized on Derivative | For the three months ended October 31, | For the three months ended October 31, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||
Interest rate swap agreements | Interest expense | $ | 832 | $ | 724 | $ | (5,365 | ) | $ | (5,469 | ) |
For the three months ended October 31, 2013 | ||||||||||
Derivative Instrument | Amount of Gain (Loss) Recognized in AOCI | Location of Gain (Loss) Reclassified from AOCI into Income | Amount of Gain (Loss) Reclassified from AOCI into Income | |||||||
Propane commodity derivatives | $ | 11,617 | Cost of product sold- propane and other gas liquids sales | $ | 929 | |||||
Interest rate swap agreements | (1,013 | ) | Interest expense | — | ||||||
$ | 10,604 | $ | 929 | |||||||
For the three months ended October 31, 2012 | ||||||||||
Derivative Instrument | Amount of Gain (Loss) Recognized in AOCI | Location of Gain (Loss) Reclassified from AOCI into Income | Amount of Gain (Loss) Reclassified from AOCI into Income | |||||||
Propane commodity derivatives | $ | 6,526 | Cost of product sold- propane and other gas liquids sales | $ | (4,191 | ) | ||||
Interest rate swap agreements | (250 | ) | Interest expense | — | ||||||
$ | 6,276 | $ | (4,191 | ) |
For the three months ended October 31, | ||||||||
Gains and losses on derivatives included in AOCI | 2013 | 2012 | ||||||
Beginning balance | $ | 2,066 | $ | (12,799 | ) | |||
Change in value of risk management commodity derivatives | 11,617 | 6,526 | ||||||
Reclassification of gains and losses on commodity hedges to cost of product sold - propane and other gas liquids sales | (929 | ) | 4,191 | |||||
Change in value of risk management interest rate derivatives | (1,013 | ) | (250 | ) | ||||
Ending balance | $ | 11,741 | $ | (2,332 | ) |
For the three months ended October 31, | ||||||||
2013 | 2012 | |||||||
Operating expense | $ | 48,158 | $ | 47,784 | ||||
General and administrative expense | $ | 5,901 | $ | 6,273 |
FERRELLGAS FINANCE CORP. | |||||||
(a wholly-owned subsidiary of Ferrellgas, L.P.) | |||||||
CONDENSED BALANCE SHEETS | |||||||
(unaudited) | |||||||
October 31, 2013 | July 31, 2013 | ||||||
ASSETS | |||||||
Cash | $ | 1,100 | $ | 1,100 | |||
Total assets | $ | 1,100 | $ | 1,100 | |||
Contingencies and commitments (Note B) | |||||||
STOCKHOLDER'S EQUITY | |||||||
Common stock, $1.00 par value; 2,000 shares authorized; 1,000 shares issued and outstanding | $ | 1,000 | $ | 1,000 | |||
Additional paid in capital | 43,920 | 43,870 | |||||
Accumulated deficit | (43,820 | ) | (43,770 | ) | |||
Total stockholder's equity | $ | 1,100 | $ | 1,100 | |||
See notes to condensed financial statements. |
FERRELLGAS FINANCE CORP. | |||||||
(a wholly-owned subsidiary of Ferrellgas, L.P.) | |||||||
CONDENSED STATEMENTS OF EARNINGS | |||||||
(unaudited) | |||||||
For the three months ended October 31, | |||||||
2013 | 2012 | ||||||
General and administrative expense | $ | 50 | $ | 1,500 | |||
Net loss | $ | (50 | ) | $ | (1,500 | ) | |
See notes to condensed financial statements. |
FERRELLGAS FINANCE CORP. | |||||||
(a wholly-owned subsidiary of Ferrellgas, L.P.) | |||||||
CONDENSED STATEMENTS OF CASH FLOWS | |||||||
(unaudited) | |||||||
For the three months ended October 31, | |||||||
2013 | 2012 | ||||||
Cash flows provided by (used in) operating activities: | |||||||
Net loss | $ | (50 | ) | $ | (1,500 | ) | |
Cash used in operating activities | (50 | ) | (1,500 | ) | |||
Cash flows provided by (used in) financing activities: | |||||||
Capital contribution | 50 | 1,500 | |||||
Cash provided by financing activities | 50 | 1,500 | |||||
Net change in cash | — | — | |||||
Cash - beginning of period | 1,100 | 1,100 | |||||
Cash - end of period | $ | 1,100 | $ | 1,100 | |||
See notes to condensed financial statements. |
• | $500.0 million, 6.50% senior notes due 2021; and |
• | $300.0 million, 9.125% senior notes due 2017. |
ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
• | “us,” “we,” “our,” “ours,” or “consolidated” are references exclusively to Ferrellgas Partners, L.P. together with its consolidated subsidiaries, including Ferrellgas Partners Finance Corp., Ferrellgas, L.P. and Ferrellgas Finance Corp., except when used in connection with “common units,” in which case these terms refer to Ferrellgas Partners, L.P. without its consolidated subsidiaries; |
• | “Ferrellgas Partners” refers to Ferrellgas Partners, L.P. itself, without its consolidated subsidiaries; |
• | the “operating partnership” refers to Ferrellgas, L.P., together with its consolidated subsidiaries, including Ferrellgas Finance Corp.; |
• | our “general partner” refers to Ferrellgas, Inc.; |
• | “Ferrell Companies” refers to Ferrell Companies, Inc., the sole shareholder of our general partner; |
• | “unitholders” refers to holders of common units of Ferrellgas Partners; |
• | “retail sales” refers to Propane and other gas liquid sales: Retail — Sales to End Users or the volume of propane sold primarily to our residential, industrial/commercial and agricultural customers; |
• | “wholesale sales” refers to Propane and other gas liquid sales: Wholesale — Sales to Resellers or the volume of propane sold primarily to our portable tank exchange customers and bulk propane sold to wholesale customers; |
• | “other gas sales” refers to Propane and other gas liquid sales: Other Gas Sales or the volume of bulk propane sold to other third party propane distributors or marketers and the volume of refined fuel sold; |
• | “propane sales volume” refers to the volume of propane sold to our retail sales and wholesale sales customers; and |
• | “Notes” refers to the notes to the condensed consolidated financial statements of Ferrellgas Partners or the operating partnership, as applicable. |
• | because Ferrellgas Partners has outstanding $182.0 million in aggregate principal amount of 8.625% senior notes due fiscal 2020, the two partnerships incur different amounts of interest expense on their outstanding indebtedness; see the statements of earnings in their respective condensed consolidated financial statements and Note E – Debt in the respective notes to their condensed consolidated financial statements; and |
• | Ferrellgas Partners issued common units during both fiscal 2014 and 2013. |
• | expand our operations through disciplined acquisitions and internal growth; |
• | capitalize on our national presence and economies of scale; |
• | maximize operating efficiencies through utilization of our technology platform; and |
• | align employee interests with our investors through significant employee ownership. |
• | whether the operating partnership will have sufficient funds to meet its obligations, including its obligations under its debt securities, and to enable it to distribute to Ferrellgas Partners sufficient funds to permit Ferrellgas Partners to meet its obligations with respect to its existing debt; |
• | whether Ferrellgas Partners and the operating partnership will continue to meet all of the quarterly financial tests required by the agreements governing their indebtedness; and |
• | our expectations that in fiscal 2014 propane gallons will remain consistent compared to fiscal 2013 primarily due to our anticipation of normal winter weather, as defined by NOAA; our expectations that "Total revenues" and "Cost of product sold-propane and other gas liquids sales" will increase in fiscal 2014 based upon the effect of the current increase in the wholesale price of propane; and our expectations that "Net earnings" will decrease in fiscal 2014 primarily due to the effect of losses from the restructuring of debt which occurred in November 2013. |
Favorable | |||||||||||||||
(amounts in thousands) | (Unfavorable) | ||||||||||||||
Three months ended October 31, | 2013 | 2012 | Variance | ||||||||||||
Propane sales volumes (gallons): | |||||||||||||||
Retail – Sales to End Users | 125,252 | 124,883 | 369 | — | % | ||||||||||
Wholesale – Sales to Resellers | 65,779 | 54,555 | 11,224 | 21 | % | ||||||||||
191,031 | 179,438 | 11,593 | 6 | % | |||||||||||
Revenues - | |||||||||||||||
Propane and other gas liquids sales: | |||||||||||||||
Retail – Sales to End Users | $ | 224,254 | $ | 206,791 | $ | 17,463 | 8 | % | |||||||
Wholesale – Sales to Resellers | 125,147 | 102,745 | 22,402 | 22 | % | ||||||||||
Other Gas Sales (a) | 32,822 | 25,745 | 7,077 | 27 | % | ||||||||||
$ | 382,223 | $ | 335,281 | $ | 46,942 | 14 | % | ||||||||
Gross margin - | |||||||||||||||
Propane and other gas liquids sales: (b) | |||||||||||||||
Retail – Sales to End Users (a) | $ | 81,400 | $ | 83,779 | $ | (2,379 | ) | (3 | )% | ||||||
Wholesale – Sales to Resellers (a) | 42,069 | 37,845 | 4,224 | 11 | % | ||||||||||
$ | 123,469 | $ | 121,624 | $ | 1,845 | 2 | % | ||||||||
Gross margin - Other | $ | 19,461 | $ | 18,431 | $ | 1,030 | 6 | % | |||||||
Operating income (loss) | (2,929 | ) | 4,284 | (7,213 | ) | NM | |||||||||
Adjusted EBITDA (c) | 26,442 | 31,612 | (5,170 | ) | (16 | )% | |||||||||
Interest expense | 22,093 | 22,435 | 342 | 2 | % | ||||||||||
Interest expense - operating partnership | 18,049 | 18,394 | 345 | 2 | % | ||||||||||
Loss on extinguishment of debt | 301 | — | (301 | ) | NM |
a) | Gross margin from other gas sales is allocated to Gross margin Retail - Sales to End Users and Wholesale - Sales to Resellers based on the volumes of fixed-price sales commitments in each respective category. |
b) | Gross margin from propane and other gas liquids sales represents “Revenues - propane and other gas liquids sales” less “Cost of product sold – propane and other gas liquids sales” and does not include depreciation and amortization. |
c) | Adjusted EBITDA is calculated as net loss attributable to Ferrellgas Partners, L.P. plus income tax benefit, interest expense, depreciation and amortization expense, loss on extinguishment of debt, non-cash employee stock ownership plan compensation charge, non-cash stock and unit-based compensation charge, loss on disposal of assets, other income, net, nonrecurring litigation accrual and related legal fees, and net loss attributable to noncontrolling interest. Management believes the presentation of this measure is relevant and useful because it allows investors to view the partnership's performance in a manner similar to the method management uses, adjusted for items management believes makes it easier to compare its results with other companies that have different financing and capital structures. This method of calculating Adjusted EBITDA may not be consistent with that of other companies and should be viewed in conjunction with measurements that are computed in accordance with GAAP. |
(amounts in thousands) | ||||||||
Three months ended October 31, | 2013 | 2012 | ||||||
Net loss attributable to Ferrellgas Partners, L.P. | $ | (24,843 | ) | $ | (17,658 | ) | ||
Income tax benefit | (50 | ) | (264 | ) | ||||
Interest expense | 22,093 | 22,435 | ||||||
Depreciation and amortization expense | 20,215 | 20,875 | ||||||
EBITDA | 17,415 | 25,388 | ||||||
Loss on extinguishment of debt | 301 | — | ||||||
Non-cash employee stock ownership plan compensation charge | 3,043 | 2,402 | ||||||
Non-cash stock and unit-based compensation charge | 4,431 | 3,092 | ||||||
Loss on disposal of assets | 357 | 271 | ||||||
Other income, net | (216 | ) | (91 | ) | ||||
Nonrecurring litigation accrual and related legal fees | 1,325 | 688 | ||||||
Net loss attributable to noncontrolling interest | (214 | ) | (138 | ) | ||||
Adjusted EBITDA | $ | 26,442 | $ | 31,612 |
• | significantly warmer than normal temperatures during the winter heating season; |
• | a more volatile energy commodity cost environment; |
• | an unexpected downturn in business operations; |
• | a change in customer retention or purchasing patterns due to economic or other factors in the United States; or |
• | a material downturn in the credit and/or equity markets. |
• | a shelf registration statement for the periodic sale of up to $750.0 million in common units, debt securities and/or other securities; Ferrellgas Partners Finance Corp. may, at our election, be the co-issuer and co-obligor on any debt securities issued by Ferrellgas Partners under this shelf registration statement; as of November 30, 2013, these two registrants collectively had $750.0 million available under this shelf registration statement; and |
• | an “acquisition” shelf registration statement for the periodic sale of up to $250.0 million in common units to fund acquisitions; as of November 30, 2013, Ferrellgas Partners had $225.8 million available under this shelf agreement. |
• | for Base Rate Loans or Swing Line Loans, the Base Rate, which is defined as the higher of i) the federal funds rate plus 0.50%, ii) Bank of America’s prime rate; or iii) the Eurodollar Rate plus 1%; plus a margin varying from 0.75% to 1.75%; or |
• | for Eurodollar Rate Loans, the Eurodollar Rate, which is defined as the LIBOR Rate plus a margin varying from 1.75% to 2.75%. |
Common unit ownership at | Distributions paid during the three months ended (in thousands) | ||||||
October 31, 2013 | October 31, 2013 | ||||||
Ferrell Companies (1) | 21,469,664 | $ | 10,735 | ||||
FCI Trading Corp. (2) | 195,686 | 98 | |||||
Ferrell Propane, Inc. (3) | 51,204 | 26 | |||||
James E. Ferrell (4) | 4,358,475 | 2,179 |
(1) | Ferrell Companies is the sole shareholder of our general partner. |
(2) | FCI Trading Corp. is an affiliate of the general partner and is wholly-owned by Ferrell Companies. |
(3) | Ferrell Propane, Inc. is wholly-owned by our general partner. |
(4) | James E. Ferrell is the Chairman of the Board of Directors of our general partner. |
Payment or settlement due by fiscal year | ||||||||||||||||||||||||||||
(in thousands) | 2014 | 2015 | 2016 | 2017 | 2018 | Thereafter | Total | |||||||||||||||||||||
Long-term debt, including current portion (1) | $ | 1,250 | $ | 2,879 | $ | 2,757 | $ | 2,436 | $ | 894 | $ | 1,141,808 | $ | 1,152,024 | ||||||||||||||
Fixed rate interest obligations (2) | 63,554 | 70,135 | 70,135 | 70,135 | 70,135 | 205,676 | 549,770 |
Payment or settlement due by fiscal year | ||||||||||||||||||||||||||||
(in thousands) | 2014 | 2015 | 2016 | 2017 | 2018 | Thereafter | Total | |||||||||||||||||||||
Long-term debt, including current portion (1) | $ | 1,250 | $ | 2,879 | $ | 2,757 | $ | 2,436 | $ | 894 | $ | 959,808 | $ | 970,024 | ||||||||||||||
Fixed rate interest obligations (2) | 47,856 | 54,438 | 54,438 | 54,438 | 54,438 | 174,280 | 439,888 |
Term | Notional Amount(s) (in thousands) | Type | ||
May-21 | $140,000 | Pay a floating rate and receive a fixed rate of 6.50% | ||
Aug-18 (1) | $175,000 and $100,000 | Forward starting to pay a fixed rate of 1.95% and receive a floating rate |
(1) | These forward starting swaps have an effective date of August 2015 and a term of three years. |
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
Exhibit Number | Description | |||
3.1 | Fourth Amended and Restated Agreement of Limited Partnership of Ferrellgas Partners, L.P. dated as of February 18, 2003. Incorporated by reference to Exhibit 3.1 to our registration statement on Form S-3 filed March 6, 2009. | |||
3.2 | First Amendment to Fourth Amended and Restated Agreement of Limited Partnership of Ferrellgas Partners, L.P. dated as of March 8, 2005. Incorporated by reference to Exhibit 3.2 to our registration statement on Form S-3 filed March 6, 2009. | |||
3.3 | Second Amendment to Fourth Amended and Restated Agreement of Limited Partnership of Ferrellgas Partners, L.P. dated as of June 29, 2005. Incorporated by reference to Exhibit 3.3 to our registration statement on Form S-3 filed March 6, 2009. | |||
3.4 | Third Amendment to Fourth Amended and Restated Agreement of Limited Partnership of Ferrellgas Partners, L.P. dated as of October 11, 2006. Incorporated by reference to Exhibit 3.4 to our registration statement on Form S-3 filed March 6, 2009. | |||
3.5 | Certificate of Incorporation of Ferrellgas Partners Finance Corp. filed with the Delaware Division of Corporations on March 28, 1996. Incorporated by reference to Exhibit 3.6 to our registration statement on Form S-3 filed March 6, 2009. | |||
3.6 | Bylaws of Ferrellgas Partners Finance Corp. adopted as of April 1, 1996. Incorporated by reference to Exhibit 3.7 to our registration statement on Form S-3 filed March 6, 2009. | |||
3.7 | Third Amended and Restated Agreement of Limited Partnership of Ferrellgas, L.P. dated as of April 7, 2004. Incorporated by reference to Exhibit 3.5 to our registration statement on Form S-3 filed March 6, 2009. | |||
3.8 | Certificate of Incorporation of Ferrellgas Finance Corp. filed with the Delaware Division of Corporations on January 16, 2003. Incorporated by reference to Exhibit 3.8 to our registration statement on Form S-3 filed March 6, 2009. | |||
3.9 | Bylaws of Ferrellgas Finance Corp. adopted as of January 16, 2003. Incorporated by reference to Exhibit 3.9 to our registration statement on Form S-3 filed March 6, 2009. | |||
4.1 | Specimen Certificate evidencing Common Units representing Limited Partner Interests. Incorporated by reference to Exhibit A of Exhibit 3.1 to our registration statement on Form S-3 filed March 6, 2009. | |||
4.2 | Indenture dated as of November 4, 2013 with form of Note attached, among Ferrellgas, L.P., Ferrellgas Finance Corp. and U.S. Bank National Association, as trustee, relating to $325 million aggregate amount of the Registrant’s 6 3/4% Senior Notes due 2022. Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed November 5, 2013. | |||
4.3 | Indenture dated as of April 13, 2010, among Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp. and U.S. Bank National Association, as trustee, relating to $280 million aggregate amount of the Registrant’s 8 5/8% Senior Notes due 2020. Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed April 13, 2010. | |||
4.4 | First Supplemental Indenture dated as of April 13, 2010, with form of Note attached, among Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp. and U.S. Bank National Association, as trustee, relating to $280 million aggregate amount of the Registrant’s 8 5/8% Senior Notes due 2020. Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed April 13, 2010. | |||
4.5 | Indenture dated as of November 24, 2010, among Ferrellgas, L.P., Ferrellgas Finance Corp. and U.S. Bank National Association, as trustee, relating to $500 million aggregate amount of the Registrant’s 6 1/2% Senior Notes due 2021. Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed November 30, 2010. | |||
4.6 | Registration Rights Agreement dated as of December 17, 1999, by and between Ferrellgas Partners, L.P. and Williams Natural Gas Liquids, Inc. Incorporated by reference to Exhibit 4.8 to our Quarterly Report on Form 10-Q filed March 10, 2009. | |||
4.7 | First Amendment to Registration Rights Agreement dated as of March 14, 2000, by and between Ferrellgas Partners, L.P. and Williams Natural Gas Liquids, Inc. Incorporated by reference to Exhibit 4.9 to our Quarterly Report on Form 10-Q filed March 10, 2009. | |||
4.8 | Second Amendment to Registration Rights Agreement dated as of April 6, 2001, by and between Ferrellgas Partners, L.P. and The Williams Companies, Inc. Incorporated by reference to Exhibit 4.10 to our Quarterly Report on Form 10-Q filed March 10, 2009. | |||
4.9 | Third Amendment to Registration Rights Agreement dated as of June 29, 2005, by and between Ferrellgas Partners, L.P. and JEF Capital Management, Inc. Incorporated by reference to Exhibit 4.13 to our Quarterly Report on Form 10-Q filed June 9, 2010. | |||
4.10 | Registration Rights Agreement dated as of November 4, 2013 by and among Ferrellgas, L.P., Ferrellgas Finance Corp. and the initial purchasers named therein. Incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed November 5, 2013. | |||
10.1 | Credit Agreement dated as of November 2, 2009, among Ferrellgas, L.P. as the borrower, Ferrellgas, Inc. as the general partner of the borrower, Bank of America, N.A. as administrative agent, swing line lender and L/C issuer, and the lenders party hereto. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed November 4, 2009. | |||
10.2 | First Amendment to Credit Agreement dated as of September 23, 2011, among Ferrellgas, L.P. as the borrower, Ferrellgas, Inc. as the general partner of the borrower, Bank of America, N.A. as administrative agent, swing line lender and L/C issuer, and the lenders party hereto. Incorporated by reference to Exhibit 10.2 to our Annual Report on Form 10-K filed September 26, 2011. | |||
10.3 | Second Amendment to Credit Agreement dated as of October 21, 2013, among Ferrellgas, L.P. as the borrower, Ferrellgas, Inc. as the general partner of the borrower, Bank of America, N.A. as administrative agent, swing line lender and L/C issuer, and the lenders party hereto. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed October 23, 2013. | |||
10.4 | Amended and Restated Receivable Sale Agreement dated as of January 19, 2012, between Ferrellgas, L.P. and Blue Rhino Global Sourcing, Inc., as originators, and Ferrellgas Receivables, LLC, as buyer. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed January 20, 2012. | |||
10.5 | Receivables Purchase Agreement dated as of January 19, 2012, among Ferrellgas Receivables, LLC, as seller, Ferrellgas, L.P., as servicer, the purchasers from time to time party hereto, Fifth Third Bank and SunTrust Bank, as co-agents, and Wells Fargo Bank, N.A., as administrative agent. Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed January 20, 2012. |
10.6 | First Amendment to Receivables Purchase Agreement dated as of April 30, 2012, among Ferrellgas Receivables, LLC, as seller, Ferrellgas, L.P., as servicer, the purchasers from time to time party hereto, Fifth Third Bank and SunTrust Bank, as co-agents, and Wells Fargo Bank, N.A., as administrative agent. Incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 10-Q filed June 8, 2012. | |||
# | 10.7 | Ferrell Companies, Inc. Supplemental Savings Plan, as amended and restated effective January 1, 2010. Incorporated by reference to Exhibit 10.14 to our Quarterly Report on Form 10-Q filed March 10, 2010. | ||
# | 10.8 | Second Amended and Restated Ferrellgas Unit Option Plan, effective April 19, 2001. Incorporated by reference to Exhibit 10.5 to our Annual Report on Form 10-K filed September 28, 2010. | ||
# | 10.9 | Ferrell Companies, Inc. 1998 Incentive Compensation Plan, as amended and restated effective October 11, 2004. Incorporated by reference to Exhibit 10.22 to our Annual Report on Form 10-K filed September 28, 2009. | ||
# | 10.10 | Amendment to Ferrell Companies, Inc. 1998 Incentive Compensation Plan, dated as of March 7, 2010. Incorporated by reference to Exhibit 10.7 to our Quarterly Report on Form 10-Q filed June 9, 2010. | ||
# | 10.11 | Employment, Confidentiality, and Noncompete Agreement dated as of July 17, 1998 by and among Ferrell Companies, Inc. as the company, Ferrellgas, Inc. as the company, James E. Ferrell as the executive and LaSalle National Bank as trustee of the Ferrell Companies, Inc. Employee Stock Ownership Trust. Incorporated by reference to Exhibit 10.19 to our Quarterly Report on Form 10-Q filed March 10, 2009. | ||
# | 10.12 | Change In Control Agreement dated as of October 9, 2006 by and between Ferrellgas, Inc. as the company and James E. Ferrell as the executive. Incorporated by reference to Exhibit 10.10 to our Quarterly Report on Form 10-Q filed December 9, 2011. | ||
# | 10.13 | Employment Agreement dated as of August 10, 2009 by and between Ferrellgas, Inc. as the company and Stephen L. Wambold as the executive. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed August 10, 2009. | ||
# | 10.14 | Employment Agreement dated as of August 10, 2009 by and between Ferrellgas, Inc. as the company and James R. VanWinkle as the executive. Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed August 10, 2009. | ||
# | 10.15 | Employment Agreement dated as of August 10, 2009 by and between Ferrellgas, Inc. as the company and Tod Brown as the executive. Incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed August 10, 2009. | ||
# | 10.16 | Employment Agreement dated as of August 10, 2009 by and between Ferrellgas, Inc. as the company and George L. Koloroutis as the executive. Incorporated by reference to Exhibit 10.6 to our Current Report on Form 8-K filed August 10, 2009. | ||
# | 10.17 | Agreement and Release dated as of January 19, 2012 by and between Ferrellgas, Inc. as the company and George L. Koloroutis as the executive. Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed January 20, 2012. | ||
# | 10.18 | Employment Agreement dated as of September 25, 2013 by and between Ferrell Companies, Inc. as the company and Boyd H. McGathey as the executive. Incorporated by reference to Exhibit 10.17 to our Annual Report on Form 10-K filed September 26, 2013. | ||
10.19 | ISDA 2002 Master Agreement and Schedule to the 2002 ISDA Master Agreement both dated as of May 3, 2012 together with three Confirmation of Swap Transaction documents each dated as of May 8, 2012, all between SunTrust Bank and Ferrellgas, L.P. Incorporated by reference to Exhibit 10.17 to our Quarterly Report on Form 10-Q filed June 8, 2012. | |||
# | 10.20 | Form of Director/Officer Indemnification Agreement, by and between Ferrellgas, Inc. and each director and executive officer. Incorporated by reference to Exhibit 10.16 to our Quarterly Report on Form 10-Q filed March 9, 2012. | ||
16.1 | Deloitte & Touche LLP letter regarding change in certifying accountant. Incorporated by reference to Exhibit 16.1 to our Current Report on Form 8-K filed September 7, 2012. | |||
* | 31.1 | Certification of Ferrellgas Partners, L.P. pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act. | ||
* | 31.2 | Certification of Ferrellgas Partners Finance Corp. pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act. | ||
* | 31.3 | Certification of Ferrellgas, L.P. pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act. | ||
* | 31.4 | Certification of Ferrellgas Finance Corp. pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act. | ||
* | 32.1 | Certification of Ferrellgas Partners, L.P. pursuant to 18 U.S.C. Section 1350. | ||
* | 32.2 | Certification of Ferrellgas Partners Finance Corp. pursuant to 18 U.S.C. Section 1350. | ||
* | 32.3 | Certification of Ferrellgas, L.P. pursuant to 18 U.S.C. Section 1350. | ||
* | 32.4 | Certification of Ferrellgas Finance Corp. pursuant to 18 U.S.C. Section 1350. | ||
* | 101.INS | XBRL Instance Document. | ||
* | 101.SCH | XBRL Taxonomy Extension Schema Document. | ||
* | 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | ||
* | 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. | ||
* | 101.LAB | XBRL Taxonomy Extension Label Linkbase Document. | ||
* | 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. | ||
* | Filed herewith | |||
# | Management contracts or compensatory plans. |
FERRELLGAS PARTNERS, L.P. | |||
By Ferrellgas, Inc. (General Partner) | |||
Date: | December 6, 2013 | By | /s/ J. Ryan VanWinkle |
J. Ryan VanWinkle | |||
Executive Vice President and Chief Financial Officer; Treasurer (Principal Financial and Accounting Officer) | |||
FERRELLGAS PARTNERS FINANCE CORP. | |||
Date: | December 6, 2013 | By | /s/ J. Ryan VanWinkle |
J. Ryan VanWinkle | |||
Chief Financial Officer and Sole Director | |||
FERRELLGAS, L.P. | |||
By Ferrellgas, Inc. (General Partner) | |||
Date: | December 6, 2013 | By | /s/ J. Ryan VanWinkle |
J. Ryan VanWinkle | |||
Executive Vice President and Chief Financial Officer; Treasurer (Principal Financial and Accounting Officer) | |||
FERRELLGAS FINANCE CORP. | |||
Date: | December 6, 2013 | By | /s/ J. Ryan VanWinkle |
J. Ryan VanWinkle | |||
Chief Financial Officer and Sole Director |
1. | I have reviewed this report on Form 10-Q for the period ended October 31, 2013 of Ferrellgas Partners, L.P. (the “Registrant”); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; |
4. | The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and |
5. | The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
1. | I have reviewed this report on Form 10-Q for the period ended October 31, 2013 of Ferrellgas Partners, L.P. (the “Registrant”); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; |
4. | The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and |
5. | The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
1. | I have reviewed this report on Form 10-Q for the period ended October 31, 2013 of Ferrellgas Partners Finance Corp. (the “Registrant”); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; |
4. | The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and |
5. | The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
1. | I have reviewed this report on Form 10-Q for the period ended October 31, 2013 of Ferrellgas Partners Finance Corp. (the “Registrant”); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; |
4. | The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and |
5. | The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
1. | I have reviewed this report on Form 10-Q for the period ended October 31, 2013 of Ferrellgas, L.P. (the “Registrant”); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; |
4. | The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and |
5. | The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
1. | I have reviewed this report on Form 10-Q for the period ended October 31, 2013 of Ferrellgas, L.P. (the “Registrant”); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; |
4. | The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and |
5. | The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
1. | I have reviewed this report on Form 10-Q for the period ended October 31, 2013 of Ferrellgas Finance Corp. (the “Registrant”); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; |
4. | The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and |
5. | The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
1. | I have reviewed this report on Form 10-Q for the period ended October 31, 2013 of Ferrellgas Finance Corp. (the “Registrant”); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; |
4. | The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and |
5) | The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
Transactions With Related Parties
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3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Oct. 31, 2013
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Transactions With Related Parties | Transactions with related parties Ferrellgas has no employees and is managed and controlled by its general partner. Pursuant to Ferrellgas’ partnership agreements, the general partner is entitled to reimbursement for all direct and indirect expenses incurred or payments it makes on behalf of Ferrellgas and all other necessary or appropriate expenses allocable to Ferrellgas or otherwise reasonably incurred by its general partner in connection with operating Ferrellgas’ business. These costs primarily include compensation and benefits paid to employees of the general partner who perform services on Ferrellgas’ behalf and are reported in the condensed consolidated statements of earnings as follows:
See additional discussions about transactions with the general partner and related parties in Note F – Partners’ deficit. |
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Ferrellgas, L.P. [Member]
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Transactions With Related Parties | Transactions with related parties Ferrellgas, L.P. has no employees and is managed and controlled by its general partner. Pursuant to Ferrellgas, L.P.’s partnership agreement, the general partner is entitled to reimbursement for all direct and indirect expenses incurred or payments it makes on behalf of Ferrellgas, L.P. and all other necessary or appropriate expenses allocable to Ferrellgas, L.P. or otherwise reasonably incurred by its general partner in connection with operating Ferrellgas, L.P.’s business. These costs primarily include compensation and benefits paid to employees of the general partner who perform services on Ferrellgas, L.P.’s behalf and are reported in the condensed consolidated statements of earnings as follows:
See additional discussions about transactions with the general partner and related parties in Note F – Partners’ capital. |
Contingencies And Commitments (Narrative) (Details) (Senior Notes [Member], USD $)
|
Oct. 31, 2013
Fixed Rate Eight Point Six Two Five Due Two Thousand Twenty [Member]
Ferrellgas Partners Finance Corp. [Member]
|
Oct. 31, 2013
Fixed Rate Six Point Five Zero Due Two Thousand Twenty One [Member]
Ferrellgas Finance Corp. [Member]
|
Oct. 31, 2013
Fixed Rate, 9.125%, Due 2017 [Member]
Ferrellgas Finance Corp. [Member]
|
Dec. 04, 2013
Subsequent Event [Member]
Fixed Rate, 9.125%, Due 2017 [Member]
|
Dec. 04, 2013
Subsequent Event [Member]
Fixed Rate, 9.125%, Due 2017 [Member]
Ferrellgas, L.P. [Member]
|
Dec. 04, 2013
Subsequent Event [Member]
Fixed Rate, 9.125%, Due 2017 [Member]
Ferrellgas Finance Corp. [Member]
|
Nov. 04, 2013
Subsequent Event [Member]
Fixed Rate, 6.75%, Due 2022 [Member]
|
Nov. 04, 2013
Subsequent Event [Member]
Fixed Rate, 6.75%, Due 2022 [Member]
Ferrellgas, L.P. [Member]
|
Nov. 04, 2013
Subsequent Event [Member]
Fixed Rate, 6.75%, Due 2022 [Member]
Ferrellgas Finance Corp. [Member]
|
---|---|---|---|---|---|---|---|---|---|
Debt principal amount | $ 182,000,000 | $ 500,000,000 | $ 300,000,000 | $ 325,000,000.0 | $ 325,000,000.0 | $ 325,000,000.0 | |||
Debt interest rate | 8.625% | 6.50% | 9.125% | 9.125% | 9.125% | 9.125% | 6.75% | 6.75% | 6.75% |
Debt maturity year | 2020 | 2021 | 2017 | 2017 | 2022 | 2022 | 2022 | ||
Debt redemption principal amount | $ 300,000,000.0 | $ 300,000,000.0 | $ 300,000,000.0 |
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