-----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, KSauPyqgXzQg6hdi7KYEpMLSowCtameLo6xHsRk0jSGE9sxZZntHbnk2F5Cijn7l 7IbkqXjQl/mILH3kB2JIAg== 0001104659-10-013328.txt : 20100310 0001104659-10-013328.hdr.sgml : 20100310 20100310090023 ACCESSION NUMBER: 0001104659-10-013328 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100310 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100310 DATE AS OF CHANGE: 20100310 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: 10668994 BUSINESS ADDRESS: STREET 1: 7500 COLLEGE BOULEVARD, STE 1000 CITY: OVERLAND PARK STATE: KS ZIP: 66210 BUSINESS PHONE: 9136611500 MAIL ADDRESS: STREET 1: 7500 COLLEGE BOULEVARD, STE 1000 CITY: OVERLAND PARK STATE: KS ZIP: 66210 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: 10668996 BUSINESS ADDRESS: STREET 1: 7500 COLLEGE BOULEVARD, STE 1000 CITY: OVERLAND PARK STATE: KS ZIP: 66210 BUSINESS PHONE: 9136611500 MAIL ADDRESS: STREET 1: 7500 COLLEGE BOULEVARD, STE 1000 CITY: OVERLAND PARK STATE: KS ZIP: 66210 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: 10668995 BUSINESS ADDRESS: STREET 1: 7500 COLLEGE BOULEVARD, STE 1000 CITY: OVERLAND PARK STATE: KS ZIP: 66210 BUSINESS PHONE: 9136611500 MAIL ADDRESS: STREET 1: 7500 COLLEGE BOULEVARD, STE 1000 CITY: OVERLAND PARK STATE: KS ZIP: 66210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FERRELLGAS PARTNERS FINANCE CORP CENTRAL INDEX KEY: 0001012493 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] 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: 10668997 BUSINESS ADDRESS: STREET 1: 7500 COLLEGE BOULEVARD, STE 1000 CITY: OVERLAND PARK STATE: KS ZIP: 66210 BUSINESS PHONE: 9136611500 MAIL ADDRESS: STREET 1: 7500 COLLEGE BOULEVARD, STE 1000 CITY: OVERLAND PARK STATE: KS ZIP: 66210 8-K 1 a10-1189_28k.htm 8-K

 

 

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 Report (Date of Earliest Event Reported):  March 10, 2010

 

Ferrellgas Partners, L.P.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-11331

 

43-1698480

(State or other jurisdiction

 

(Commission

 

(I.R.S. Employer

of incorporation)

 

File Number)

 

Identification No.)

 

 

 

 

 

7500 College Blvd., Suite 1000,
Overland Park, Kansas

 

66210

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  913-661-1500

 

Not Applicable

Former name or former address, if changed since last report

 

Ferrellgas Partners Finance Corp.

(Exact name of registrant as specified in its charter)

 

Delaware

 

333-06693

 

43-1742520

(State or other jurisdiction

 

(Commission

 

(I.R.S. Employer

of incorporation)

 

File Number)

 

Identification No.)

 

 

 

 

 

7500 College Blvd., Suite 1000,
Overland Park, Kansas

 

66210

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  913-661-1500

 

n/a

Former name or former address, if changed since last report

 

Ferrellgas, L.P.

(Exact name of registrant as specified in its charter)

 

Delaware

 

000-50182

 

43-1698481

(State or other jurisdiction

 

(Commission

 

(I.R.S. Employer

of incorporation)

 

File Number)

 

Identification No.)

 

 

 

 

 

7500 College Blvd., Suite 1000,
Overland Park, Kansas

 

66210

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  913-661-1500

 

n/a

Former name or former address, if changed since last report

 

Ferrellgas Finance Corp.

(Exact name of registrant as specified in its charter)

 

Delaware

 

000-50183

 

14-1866671

(State or other jurisdiction

 

(Commission

 

(I.R.S. Employer

of incorporation)

 

File Number)

 

Identification No.)

 

 

 

 

 

7500 College Blvd., Suite 1000,
Overland Park, Kansas

 

66210

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  913-661-1500

 

n/a

Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 2.02 Results of Operations and Financial Condition.

 

Ferrellgas, Inc. Unaudited Balance Sheets

 

We are filing the unaudited interim condensed consolidated balance sheets and footnotes of Ferrellgas Partners, L.P.’s and Ferrellgas, L.P.’s non-public general partner, Ferrellgas, Inc., to update its most recent audited consolidated balance sheets. See Exhibit 99.15 for the unaudited condensed consolidated balance sheets and footnotes of Ferrellgas, Inc. and subsidiaries.

 

Item 9.01 Financial Statements and Exhibits.

 

The following materials are filed as exhibits to this Current Report on Form 8-K.

 

Exhibit 99.15 - - Ferrellgas, Inc. and subsidiaries condensed consolidated balance sheets (unaudited) as of October 31, 2009 and July 31, 2009.

 

2



 

SIGNATURES

 

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.

 

 

March 10, 2010

By:

/s/ J. Ryan VanWinkle

 

 

Name: J. Ryan VanWinkle

 

 

Title: Senior Vice President and Chief Financial

 

 

Officer; Treasurer

 

 

(Principal Financial and Accounting Officer)of

 

 

Ferrellgas, Inc., the general partner

 

 

 

Ferrellgas Partners Finance Corp.

 

 

March 10, 2010

By:

/s/ J. Ryan VanWinkle

 

 

Name: J. Ryan VanWinkle

 

 

Title: Chief Financial Officer and Sole Director

 

 

 

Ferrellgas L.P.

 

 

March 10, 2010

By:

/s/ J. Ryan VanWinkle

 

 

Name: J. Ryan VanWinkle

 

 

Title: Senior Vice President and Chief Financial

 

 

Officer; Treasurer

 

 

(Principal Financial and Accounting Officer)of

 

 

Ferrellgas, Inc., the general partner

 

 

 

Ferrellgas Finance Corp.

 

 

March 10, 2010

By:

/s/ J. Ryan VanWinkle

 

 

Name: J. Ryan VanWinkle

 

 

Title: Chief Financial Officer and Sole Director

 

3



 

Exhibit Index

 

Exhibit No.

 

Description

 

 

 

99.15

 

Ferrellgas, Inc. and Subsidiaries Condensed Consolidated Balance Sheets (unaudited) as of October 31, 2009 and July 31, 2009.

 

4


EX-99.15 2 a10-1189_2ex99d15.htm EX-99.15

Exhibit 99.15

 

Ferrellgas, Inc. and Subsidiaries

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

 

As of October 31, 2009 and July 31, 2009

 



 

FERRELLGAS, INC. AND SUBSIDIARIES

 

Table of Contents

 

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)

 

 

 

Page

 

 

 

Condensed Consolidated Balance Sheets — October 31, 2009 and July 31, 2009

 

1

 

 

 

Notes to Condensed Consolidated Balance Sheets

 

2

 



 

FERRELLGAS, INC. AND SUBSIDIARIES

(a wholly-owned subsidiary of Ferrell Companies, Inc.)

 

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

(unaudited)

 

 

 

October 31,

 

July 31,

 

 

 

2009

 

2009

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

11,189

 

$

8,051

 

Accounts and notes receivable, net

 

117,654

 

106,910

 

Inventories

 

158,168

 

129,808

 

Prepaid expenses and other current assets

 

30,177

 

15,040

 

Total current assets

 

317,188

 

259,809

 

 

 

 

 

 

 

Property, plant and equipment, net

 

721,976

 

710,182

 

Goodwill

 

483,147

 

483,147

 

Intangible assets, net

 

238,295

 

212,037

 

Other assets, net

 

26,078

 

18,651

 

Total assets

 

$

1,786,684

 

$

1,683,826

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDER’S EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

79,239

 

$

49,337

 

Short-term borrowings

 

107,055

 

66,159

 

Other current liabilities

 

119,156

 

108,939

 

Total current liabilities

 

305,450

 

224,435

 

 

 

 

 

 

 

Long-term debt

 

1,064,714

 

1,010,073

 

Deferred income taxes

 

2,822

 

2,718

 

Other liabilities

 

17,567

 

17,477

 

Contingencies and commitments (Note G)

 

 

 

 

 

 

 

 

 

Stockholder’s equity:

 

 

 

 

 

Common stock, $1 par value; 10,000 shares authorized; 990 shares issued

 

1

 

1

 

Additional paid-in-capital

 

22,985

 

22,422

 

Note receivable from parent

 

(144,897

)

(144,909

)

Retained earnings

 

35,487

 

37,371

 

Accumulated other comprehensive loss

 

(1,052

)

(1,194

)

Total Ferrellgas Inc. stockholder’s deficiency

 

(87,476

)

(86,309

)

Parent investment in subsidiary

 

114,785

 

130,952

 

Noncontrolling interest

 

368,822

 

384,480

 

Total stockholders’ equity

 

396,131

 

429,123

 

Total liabilities and stockholders’ equity

 

$

1,786,684

 

$

1,683,826

 

 

See notes to condensed consolidated balance sheets.

 

1



 

FERRELLGAS, INC. AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED BALANCE SHEETS

October 31, 2009

(Dollars in thousands, unless otherwise designated)

(unaudited)

 

A.            Organization and formation

 

The accompanying condensed consolidated balance sheets and related notes present the condensed consolidated financial position of Ferrellgas, Inc. (the “Company”) and its subsidiaries, which include its general partnership interest in both Ferrellgas Partners, L.P. (“Ferrellgas Partners”) and Ferrellgas, L.P. (the “operating partnership”). The Company is a wholly-owned subsidiary of Ferrell Companies, Inc. (“Ferrell” or the “Parent”).

 

The condensed consolidated balance sheets of the Company reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the interim periods presented. All adjustments to the consolidated balance sheets were of a normal, recurring nature. The information included in this Report should be read in conjunction with the consolidated financial statements and accompanying notes as set forth in the Company’s consolidated financial statements for fiscal 2009.

 

B.            Summary of significant accounting policies

 

(1) Nature of operations:

The Company is a holding entity that conducts no operations and has three subsidiaries, Ferrellgas Partners, Ferrellgas, L.P. and Ferrellgas Acquisitions Company, LLC (“Ferrellgas Acquisitions Company”).

 

The Company owns a 1% general partner interest in Ferrellgas Partners and an approximate 1% general partner interest in the operating partnership. The operating partnership is the only operating subsidiary of Ferrellgas Partners. The Company owns a 100% equity interest in Ferrellgas Acquisitions Company. Limited operations are conducted by or through Ferrellgas Acquisitions Company, whose only purpose is to acquire the tax liabilities of acquirees of Ferrellgas Partners. Ferrellgas is engaged primarily in the distribution of propane and related equipment and supplies in the United States. The propane distribution market is seasonal because propane is used primarily for heating in residential and commercial buildings. Ferrellgas serves approximately one million residential, industrial/commercial, portable tank exchange, agricultural, wholesale and other customers in all 50 states, the District of Columbia and Puerto Rico.

 

(2) Accounting estimates:

The preparation of financial statements 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 financial statements. 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, capitalization of customer tank installation costs, amortization methods of intangible assets, valuation methods used to value sales returns and allowances, allowance for doubtful accounts, financial derivative contracts and stock and unit-based compensation calculations.

 

(3) Accounts receivable securitization:

The Company has agreements to transfer, on an ongoing basis, a portion of its trade accounts receivable through Ferrellgas Receivables, LLC (“Ferrellgas Receivables”), an accounts receivable securitization facility that is a wholly-owned unconsolidated special purpose entity. The operating partnership

 

2



 

retains servicing responsibilities as well as a retained interest in the transferred receivables. The operating partnership also holds a note receivable from Ferrellgas Receivables to the extent that expected cash proceeds from the sales of accounts receivable to Ferrellgas Receivables have not been received. The operating partnership has no other continuing involvement with the transferred receivables, other than servicing the receivables. The related receivables are transferred from the condensed consolidated balance sheets and a retained interest and note receivable are recorded for the amount of receivables sold in excess of cash received and a related loss on the transfer is recorded, which represents the discount on the sale. The retained interest and note receivable are included in “Accounts and notes receivable, net” in the condensed consolidated balance sheets.

 

The Company determines the fair value of its retained interest and note receivable based on the present value of future expected cash flows using management’s best estimates of various factors, including credit loss experience and discount rates commensurate with the risks involved. These assumptions are updated periodically based on actual results; therefore, the estimated credit loss and discount rates utilized are materially consistent with historical performance. Due to the short-term nature of the Company’s trade receivables, variations in the credit and discount assumptions would not significantly impact the fair value of the retained interests and note receivable. See Note D — Accounts and notes receivable, net and accounts receivable securitization — for further discussion of these transactions.

 

(4) New accounting standards:

 

Transfers of Financial Assets

In June 2009, the Financial Accounting Standards Board (the “FASB”) issued guidance that amends the previous derecognition guidance to improve the accounting for transfers of financial assets. This guidance is effective for financial asset transfers that occur in annual reporting periods beginning after November 15, 2009. The Company is currently evaluating the potential impact of this guidance.

 

Variable Interest Entities

In June 2009, the FASB issued guidance that changes the approach to determining a variable interest entity’s primary beneficiary and requires ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity. This guidance is effective for annual reporting periods beginning after November 15, 2009. The Company is currently evaluating the potential impact of this guidance.

 

FASB Codification

In June 2009, the FASB approved its Accounting Standards Codification (“Codification”) as the exclusive authoritative reference for U.S. GAAP for SEC registrants. The Codification, which changes the referencing of accounting standards, is effective for interim and annual reporting periods ending after September 15, 2009. The adoption of the Codification effective August 1, 2009 did not have a significant impact on the Company’s financial position.

 

Business Combinations

In December 2007, the FASB issued guidance that establishes principles and requirements for how the acquirer in a business combination recognizes and measures the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree, how the acquirer recognizes and measures goodwill or a gain from a bargain purchase (formerly negative goodwill) and how the acquirer determines what information to disclose. This guidance is effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The adoption of this guidance effective August 1, 2009 did not have a significant impact on the Company’s financial position.

 

Noncontrolling Interests in Consolidated Financial Statements

In December 2007, the FASB issued guidance that establishes accounting and reporting standards for the noncontrolling interest (formerly minority interest) in a subsidiary and for the deconsolidation of a subsidiary and it clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the

 

3



 

consolidated entity that should be reported as equity. This guidance is effective for annual reporting periods, and interim reporting periods within those annual reporting periods, beginning on or after December 15, 2008. The Company adopted this guidance effective August 1, 2009 and updated the condensed consolidated balance sheets accordingly.

 

C.            Supplemental balance sheet information

 

Inventories consist of the following:

 

 

 

October 31,

 

July 31,

 

 

 

2009

 

2009

 

Propane gas and related products

 

$

136,840

 

$

109,606

 

Appliances, parts and supplies

 

21,328

 

20,202

 

Inventories

 

$

158,168

 

$

129,808

 

 

In addition to inventories on hand, the Company enters into contracts primarily to buy propane for supply procurement purposes. Most of these contracts have terms of less than one year and call for payment based on market prices at the date of delivery. All supply procurement fixed price contracts have terms of fewer than 24 months. As of October 31, 2009, the Company had committed, for supply procurement purposes, to take net delivery of approximately 71.7 million gallons of propane at fixed prices.

 

Other current liabilities consist of the following:

 

 

 

October 31,

 

July 31,

 

 

 

2009

 

2009

 

Accrued interest

 

$

28,043

 

$

19,719

 

Accrued payroll

 

13,762

 

23,395

 

Customer deposits and advances

 

33,686

 

23,115

 

Other

 

43,665

 

42,710

 

Other current liabilities

 

$

119,156

 

$

108,939

 

 

D.            Accounts and notes receivable, net and accounts receivable securitization

 

Accounts and notes receivable, net consist of the following:

 

 

 

October 31,

 

July 31,

 

 

 

2009

 

2009

 

Accounts receivable

 

$

38,845

 

$

33,903

 

Note receivable from Ferrellgas Receivables

 

48,239

 

52,038

 

Retained interest

 

34,412

 

24,979

 

Other

 

315

 

284

 

Less: Allowance for doubtful accounts

 

(4,157

)

(4,294

)

Accounts and notes receivable, net

 

$

117,654

 

$

106,910

 

 

The Company transfers a portion of its trade accounts receivable to Ferrellgas Receivables, which finances its acquisition of the trade receivable assets by issuing beneficial interests in (securitizing) the receivables to a commercial paper conduit for proceeds of up to $145.0 million. The Company does not provide any guarantee or similar support to the collectability of these receivables. The Company structured the facility using a wholly-owned, unconsolidated special purpose entity in order to facilitate the transaction while complying with the Company’s various debt covenants. If the covenants are compromised, funding from the facility could be restricted or suspended, or its costs could increase. As a servicer, the operating partnership remits daily to this special purpose entity funds collected on the trade receivables held by Ferrellgas Receivables.

 

4



 

The Company transfers a portion of its trade accounts receivable to Ferrellgas Receivables and retains an interest and a note receivable related to these transferred receivables. As these transferred receivables are subsequently collected, the funding from the accounts receivable securitization facility is reduced. Ferrellgas Receivables recorded the following on its balance sheet:

 

 

 

October 31,

 

July 31,

 

 

 

2009

 

2009

 

Trade accounts receivable transferred from the Company

 

$

135,576

 

$

118,982

 

 

 

 

 

 

 

Note payable to the Company

 

48,239

 

52,038

 

 

The Company’s condensed consolidated balance sheets do not include trade accounts receivables transferred, but do include a note receivable from Ferrellgas Receivables which represents expected cash proceeds from the sale of accounts receivable to Ferrellgas Receivables that have not yet been received. As of October 31, 2009, the Company had received proceeds from trade accounts receivable sales of $48.0 million with the ability to receive proceeds of an additional $5.0 million.

 

The weighted average discount rate used to value the retained interest in the transferred receivables was 3.5 % and 3.6% as of October 31, 2009 and July 31, 2009, respectively.

 

E.     Debt

 

Short-term borrowings

 

The Company classified a portion of its unsecured credit facility due April 2010 borrowings as short-term because it was used to fund working capital needs that management had intended to pay down within the 12 month period following each balance sheet date. As of October 31, 2009 and July 31, 2009, $107.1 million and $66.2 million, respectively, were classified as short-term borrowings. For further discussion see the unsecured credit facility section below.

 

Long-term debt

 

Long-term debt consists of the following:

 

 

 

October 31,

 

July 31,

 

 

 

2009

 

2009

 

Senior notes

 

 

 

 

 

Fixed rate, 6.75% due 2014, net of unamortized discount of $25,378 and $26,458 at October 31, 2009 and July 31, 2009, respectively

 

$

424,622

 

$

423,542

 

Fixed rate, 9.125%, due 2017, net of unamortized discount of $4,145 at October 31, 2009

 

295,855

 

 

Fixed rate, 8.75%, due 2012, net of unamortized premium of $996 and $1,091 at October 31, 2009 and July 31, 2009, respectively

 

268,996

 

269,091

 

Fixed rate, Series D-E, ranging from 7.24% to 7.42% due 2010-2013

 

 

152,000

 

Fixed rate, Series C, 8.87%, due 2009

 

 

73,000

 

 

 

 

 

 

 

Credit facility, variable interest rate, expiring 2010 (net of $107.1 million and $66.2 million classified as short-term borrowings at October 31, 2009 and July 31, 2009, respectively)

 

67,445

 

88,541

 

 

 

 

 

 

 

Notes payable, 9.4% and 8.4% weighted average interest rate at October 31, 2009 and July 31, 2009, respectively, due 2009 to 2019, net of unamortized discount of $3,557 and $1,301 at October 31, 2009 and July 31, 2009, respectively

 

10,279

 

5,321

 

 

 

1,067,197

 

1,011,495

 

Less: current portion, included in other current liabilities on the condensed consolidated balance sheets

 

2,483

 

1,422

 

Long-term debt

 

$

1,064,714

 

$

1,010,073

 

 

5



 

Senior notes

 

During August 2009, the Company made scheduled principal payments of $73.0 million on the 8.87% Series C senior notes.

 

During October 2009, the Company prepaid the outstanding principal amount on its $82.0 million 7.24% series D notes due August 1, 2010 and its $70.0 million 7.42% series E notes due August 1, 2013 and the related prepayment premiums of $17.3 million.

 

During September 2009, the Company issued $300.0 million in aggregate principal amount of new 9.125% senior notes due 2017 at an offering price equal to 98.6% of par with the proceeds used to fund the October 2009 note payments discussed above and to reduce borrowings on the unsecured credit facility due April 2010.

 

Unsecured credit facility

 

The operating partnership’s $448.0 million unsecured credit facility matures April 22, 2010. Borrowings under this facility are available for working capital, acquisition, capital expenditure, long-term debt repayment, and general partnership purposes. The credit facility has a letter of credit sub-facility with availability of up to $150.0 million.

 

As of October 31, 2009 and July 31, 2009, the operating partnership had total borrowings outstanding under this unsecured credit facility due April 2010 of $174.5 million and $154.7 million, respectively, of which $67.4 million and $88.5 million, respectively, were classified as long-term debt. See Note H — Subsequent events for a discussion of the classification of this portion of the unsecured credit facility as long term.

 

Borrowings under the unsecured credit facility due April 2010 had a weighed average interest rate of 3.25% and 2.19% at October 31, 2009 and July 31, 2009, respectively. These borrowings bear interest, at the operating partnership’s option, at a rate equal to either:

 

·        the base rate, which is defined as the higher of the federal funds rate plus 0.50% or Bank of America’s prime rate (as of October 31, 2009, the federal funds rate and Bank of America’s prime rate were 0.11% and 3.25%, respectively); or

·        the Eurodollar Rate plus a margin varying from 1.50% to 2.50% (as of October 31, 2009, the one-month and three-month Eurodollar Rates were 0.3% and 0.45%, respectively).

 

In addition, an annual commitment fee is payable on the daily unused portion of the unsecured credit facility due April 2010 at a per annum rate varying from 0.375% to 0.500% (as of October 31, 2009, the commitment fee per annum rate was 0.375%).

 

Letters of credit outstanding at October 31, 2009 totaled $47.5 million and were used primarily to secure insurance arrangements and to a lesser extent, product purchases. Letters of credit outstanding at July 31, 2009 totaled $44.4 million and were used primarily to secure insurance arrangements and to a lesser extent, product purchases. At October 31, 2009, the operating partnership had available letter of credit remaining capacity of $102.5 million. At July 31, 2009, the operating partnership had available letter of credit remaining capacity of $105.6 million.

 

See Note H — Subsequent events for further discussion about the secured credit facility.

 

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F.     Derivatives

 

Commodity Price Risk Management

 

The Company’s risk management activities primarily attempt to mitigate price risks related to the purchase, storage, transport and sale of propane generally in the contract and spot markets from major domestic energy companies on a short-term basis. The Company attempts to mitigate these price risks through the use of financial derivative instruments and forward propane purchase and sales contracts.

 

The Company’s risk management strategy involves taking positions in the forward or financial markets that are equal and opposite to the Company’s positions in the physical products market in order to minimize the risk of financial loss from an adverse price change. This risk management strategy is successful when the Company’s gains or losses in the physical product markets are offset by its losses or gains in the forward or financial markets. These financial derivatives are designated as cash flow hedges.

 

The Company’s risk management activities include the use of financial derivative instruments including, but not limited to, price swaps, options, futures and basis swaps to seek protection from adverse price movements and to minimize potential losses. The Company enters into these financial derivative instruments directly with third parties in the over-the-counter market and with brokers who are clearing members with the New York Mercantile Exchange. The Company also enters into forward propane purchase and sales contracts with counterparties. These forward contracts qualify for the normal purchase normal sales exception within GAAP guidance and are therefore not recorded by the Company prior to settlement.

 

Cash Flow Hedging Activity

 

The Company uses financial derivative instruments for risk management purposes to hedge a portion of its exposure to market fluctuations in propane prices. These financial derivative instruments are designated as cash flow hedging instruments, thus the effective portions of changes in the fair value of the financial derivatives are recorded in OCI prior to settlement. The effectiveness of cash flow hedges is evaluated at inception and on an on-going basis.

 

The fair value of the financial derivative instruments below are included within “Prepaid expenses and other current assets” and “Other current liabilities” on the condensed consolidated balance sheets:

 

 

 

October 31,
2009

 

July 31,
2009

 

Derivatives — Price risk management assets

 

$

8,238

 

$

3,391

 

Derivatives — Price risk management liabilities

 

2,214

 

4,380

 

 

As of October 31, 2009, the Company had financial derivative contracts covering 0.9 million barrels of propane that were entered into as cash flow hedges of forward and forecasted purchases of propane.

 

During the three months ended October 31, 2009, the Company neither held nor entered into financial derivative contracts that contained credit risk related contingency features.

 

In accordance with GAAP, the Company determines the fair value of its assets and liabilities subject to fair value measurement by using the highest possible “Level” as defined within the GAAP hierarchy. The three levels defined by the GAAP hierarchy are as follows:

 

·                  Level 1 — Quoted prices available in active markets for identical assets or liabilities.

·                  Level 2 — Pricing inputs not quoted in active markets but either directly or indirectly observable.

 

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·                  Level 3 — Significant inputs to pricing that have little or no transparency with inputs requiring significant management judgment or estimation.

 

The Company considers over-the-counter derivative instruments entered into directly with third parties as Level 2 valuation since the values of these derivatives are quoted by third party brokers and are on an exchange for similar transactions. The market prices used to value the Company’s derivatives have been determined using independent third party prices, readily available market information, broker quotes, and appropriate valuation techniques.

 

At October 31, 2009 and July 31, 2009, all derivative assets and liabilities qualified for classification as Level 2 - other observable inputs as defined by the GAAP hierarchy. All financial derivatives assets and liabilities were non-trading positions.

 

G.    Contingencies

 

Litigation

 

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. Currently, the Company is not a party to any legal proceedings other than various claims and 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 are reasonably expected to have a material adverse effect on the condensed consolidated financial condition of the Company.

 

The Company has been named as a defendant in lawsuits filed in multiple federal and state courts that seek to certify nationwide or statewide classes. The plaintiffs in each case generally allege that Ferrellgas failed to inform consumers of the amount of propane contained in propane tanks they purchased related to its Blue Rhino branded propane tank exchange activities. The federal cases have been coordinated for multidistrict treatment in the United States District Court for the Western District of Missouri. Based on the Company’s business and consumer notification practices in its Blue Rhino tank exchange operations, the Company believes that all of these claims are without merit and intends to defend the claims vigorously.

 

H.    Subsequent events

 

During September 2009, the Company executed into escrow a credit agreement (“secured credit facility”) which was released from escrow once all closing conditions were met in November 2009. This secured credit facility provides for a $400.0 million revolving credit facility with the entire amount available for loans and with a sublimit of $200.0 million for letters of credit. This secured credit facility replaces the operating partnership’s unsecured credit facility due April 2010. This new secured credit facility will mature November 2012; therefore, all amounts borrowed on the unsecured credit facility at October 31, 2009 that were used to fund acquisition and capital expenditures have been classified as long-term.

 

The new secured credit facility contains various affirmative and negative covenants and default provisions, as well as requirements with respect to the maintenance of specified financial ratios and limitations on the making of loans and investments. All borrowings under the facility bear interest, at the Company’s option, at a rate equal to either:

 

·        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 2.50% to 3.25%; or

 

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·        for Eurodollar Rate Loans, the Eurodollar Rate, which is defined as the LIBOR Rate plus a margin varying from 3.50% to 4.25%.

 

The obligations under this secured credit facility are secured by substantially all assets of the operating partnership, the Company and certain subsidiaries of the operating partnership but specifically excluding (a) assets that are subject to the operating partnership’s receivables securitization facility, (b) the Company’s equity interest in Ferrellgas Partners and (c) equity interest in certain unrestricted subsidiaries. Such obligations are also guaranteed by the Company and certain subsidiaries of the operating partnership.

 

The Company has evaluated events and transactions occurring after the balance sheet date through the date the Company’s condensed consolidated balance sheets were issued.

 

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