EX-99.15 2 exhibit1.htm EX-99.15 EX-99.15

EXHIBIT 99.15

Ferrellgas, Inc. and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

As of April 30, 2008 and July 31, 2007

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FERRELLGAS, INC. AND SUBSIDIARIES

Table of Contents

Page

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)

         
Condensed Consolidated Balance Sheets – April 30, 2008 and July 31, 2007
    1  
Notes to Condensed Consolidated Balance Sheets
    2  

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FERRELLGAS, INC. AND SUBSIDIARIES
(a wholly-owned subsidiary of Ferrell Companies, Inc.)

CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
(unaudited)

                 
    April 30,   July 31,
ASSETS   2008   2007
Current assets:
               
Cash and cash equivalents
  $ 21,721     $ 21,440  
Accounts and notes receivable, net
    162,580       118,320  
Inventories
    121,833       113,807  
Price risk management assets
    17,228       5,097  
Prepaid expenses and other current assets
    14,699       11,685  
 
               
Total current assets
    338,061       270,349  
Property, plant and equipment, net
    740,145       768,246  
Goodwill
    483,085       483,689  
Intangible assets, net
    230,449       246,283  
Other assets, net
    20,037       17,874  
 
               
Total assets
  $ 1,811,777     $ 1,786,441  
 
               
LIABILITIES AND STOCKHOLDER’S DEFICIENCY
               
Current liabilities:
               
Accounts payable
  $ 75,674     $ 62,103  
Short-term borrowings
    71,025       57,779  
Other current liabilities
    100,839       107,231  
 
               
Total current liabilities
    247,538       227,113  
Long-term debt
    1,028,518       1,011,751  
Deferred income taxes
    6,193       5,402  
Other liabilities
    19,328       18,873  
Contingencies and commitments (Note F)
           
Minority interest
    403,928       417,904  
Parent investment in subsidiary
    173,506       180,160  
Stockholder’s deficiency:
               
Common stock, $1 par value;
               
10,000 shares authorized; 990 shares issued
    1       1  
Additional paid-in-capital
    20,653       20,429  
Note receivable from parent
    (145,175 )     (145,231 )
Retained earnings
    43,100       45,303  
Accumulated other comprehensive income
    14,187       4,736  
 
               
Total stockholder’s deficiency
    (67,234 )     (74,762 )
 
               
Total liabilities and stockholder’s deficiency
  $ 1,811,777     $ 1,786,441  
 
               

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FERRELLGAS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED BALANCE SHEETS
April 30, 2008
(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 Quarterly 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 2007.

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 residential, industrial/commercial, portable tank exchange, agricultural 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, and valuation methods used to value sales returns and allowances, allowance for doubtful accounts, derivative commodity contracts and stock and unit-based compensation calculations.

(3) New accounting standards:
Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. This statement is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the potential impact of this statement.

SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities,” provides entities the irrevocable option to elect to carry most financial assets and liabilities at fair value with changes in fair value recorded in earnings. This statement is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the potential impact of this statement.

FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” provides a recognition threshold and measurement attribute for the recognition and measurement of a tax position taken or expected to be taken in a tax return and also provides guidance on derecognition, classification, treatment of interest and penalties, and disclosure. The adoption of this interpretation during fiscal 2008 did not have a significant impact to the Company.

SFAS No. 141(R) “Business Combinations” (a replacement of SFAS No. 141, “Business Combinations”) 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 statement 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 Company is currently evaluating the potential impact of this statement.

SFAS No. 160 “Noncontrolling Interests in Consolidated Financial Statements” 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 consolidated entity that should be reported as equity. This statement is effective for fiscal years beginning on or after December 15, 2008. The Company is currently evaluating the potential impact of this statement.

SFAS No. 161 “Disclosures about Derivative Instruments and Hedging Activities, an Amendment to FASB Statement No. 133” enhances disclosure requirements for derivative instruments and hedging activities. This statement is effective for fiscal years and interim periods beginning on or after November 15, 2008. The Company is currently evaluating the potential impact of this statement.

(4) Price risk management assets and liabilities:
Financial instruments formally designated and documented as a hedge of a specific underlying exposure are recorded at fair value and classified on the consolidated balance sheets as either “Price risk management assets” or “Other current liabilities”.

(5) Income taxes:
Deferred taxes consisted of the following:

                 
    April 30,   July 31,
    2008   2007
Deferred tax assets
  $ 4,576     $ 1,718  
Deferred tax liabilities
  $ (6,294 )   $ (5,480 )

C. Supplemental balance sheet information

Inventories consist of:

                 
    April 30,   July 31,
    2008   2007
Propane gas and related products
  $ 96,153     $ 89,769  
Appliances, parts and supplies
    25,680       24,038  
 
               
 
  $ 121,833     $ 113,807  
 
               

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 April 30, 2008, the Company had committed, for supply procurement purposes, to take net delivery of approximately 9.5 million gallons of propane at fixed prices.

Other current liabilities consist of:

                 
    April 30,   July 31,
    2008   2007
Accrued interest
  $ 25,145     $ 23,447  
Accrued payroll
    13,273       16,680  
Accrued insurance
    12,616       11,602  
Customer deposits and advances
    12,964       21,018  
Other
    36,841       34,484  
 
               
 
  $ 100,839     $ 107,231  
 
               

D. Accounts receivable securitization

The operating partnership transfers certain of its trade accounts receivable to Ferrellgas Receivables, LLC (“Ferrellgas Receivables”), a wholly-owned unconsolidated, special purpose entity, and retains an interest in a portion of these transferred receivables. As these transferred receivables are subsequently collected and the funding from the accounts receivable securitization facility is reduced, the operating partnership’s retained interest in these receivables is reduced. The accounts receivable securitization facility consisted of the following:

                 
    April 30,   July 31,
    2008   2007
Retained interest
  $ 30,729     $ 14,022  
Accounts receivable transferred
  $ 165,000     $ 76,250  

The retained interest was classified as accounts and notes receivable on the condensed consolidated balance sheets. The operating partnership had the ability to transfer, at its option, an additional $16.7 million of its trade accounts receivable at April 30, 2008.

The weighted average discount rate used to value the retained interest in the transferred receivables was 3.3% and 5.3% as of April 30, 2008 and July 31, 2007, respectively.

E.   Long-term debt

Long-term debt consists of:

                 
    April 30,   July 31,
    2008   2007
Senior notes
               
Fixed rate, Series C-E, ranging from 7.12% to 7.42% due 2008-2013
  $ 204,000     $ 204,000  
Fixed rate, 8.75%, due 2012, net of unamortized premium
    269,566       269,851  
Fixed rate, Series C, 8.87%, due 2009
    73,000       163,000  
Fixed rate, 6.75% due 2014, net of unamortized discount
    249,459       249,391  
Credit facilities, variable interest rates, expiring 2009 and 2010 (net of $71.0 million and $57.8 million classified as short-term borrowings at April 30, 2008 and July 31, 2007, respectively)
    228,375       120,021  
Notes payable, due 2008 to 2016, net of unamortized discount
    6,832       8,395  
Capital lease obligations
    33       50  
 
               
 
    1,031,265       1,014,708  
Less: current portion, included in other current liabilities on the condensed consolidated balance sheets
    2,747       2,957  
 
               
 
  $ 1,028,518     $ 1,011,751  
 
               

During August 2007, the Company made scheduled principal payments of $90.0 million of the 8.78% Series B senior notes using proceeds from borrowings on the unsecured credit facilities.

Unsecured credit facilities

During April 2008, the operating partnership executed an amendment to its unsecured credit facility due April 22, 2010, increasing its borrowing capacity by $73 million and bringing total borrowing capacity for all unsecured credit facilities to $598 million.

As of April 30, 2008, the operating partnership had total borrowings outstanding under the unsecured credit facilities of $299.4 million. The Company classified $71.0 million of this amount as short term borrowings since it was used to fund working capital needs that management intends to pay down within the next 12 months. These borrowings have a weighted average interest rate of 4.88%. As of July 31, 2007, the operating partnership had total borrowings outstanding under the unsecured credit facilities of $177.8 million. The Company classified $57.8 million of this amount as short term borrowings since it was used to fund working capital needs that management had intended to pay down within the following 12 months. These borrowings had a weighted average interest rate of 7.21%.

F. Contingencies

The Company’s operations are subject to all operating hazards and risks normally incidental to handling, storing, transporting and otherwise providing for use by consumers of combustible liquids such as propane. As a result, at any given time, the Company is threatened with or named as a defendant in various lawsuits arising in the ordinary course of business. 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.

G. Subsequent events

During May 2008, the operating partnership renewed its accounts receivable securitization facility for a 364-day commitment with JP Morgan Chase Bank, N.A. and Fifth Third Bank. The renewed facility allows the operating partnership to sell up to $160.0 million of accounts receivable, depending on the available undivided interest in the operating partnership’s accounts receivable from certain customers.

On August 1, 2008, the operating partnership made scheduled principal payments of $52.0 million of the 7.12% Series C senior notes using proceeds from borrowings on the unsecured credit facilities. Since borrowings under the unsecured bank credit facilities are not due within one year, this $52.0 million has been classified as long term.

On August 4, 2008, the operating partnership issued $200.0 million in aggregate principal amount of its 6.75% senior notes due 2014 at an offering price equal to 85% of par. The proceeds from this offering were used to reduce outstanding indebtedness under our senior unsecured revolving credit facility.

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