-----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, L8EAuJnCYtiFX8gU3MRSIfRbdOrP5zKQCbsZYTrKvxZRMFt/pvxwpZgTbcLNc7ut cNve+iCVCaf5LdxpRQWvrw== 0000922358-04-000012.txt : 20040226 0000922358-04-000012.hdr.sgml : 20040226 20040225182526 ACCESSION NUMBER: 0000922358-04-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040225 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040226 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: 04628551 BUSINESS ADDRESS: STREET 1: ONE LIBERTY PLAZA CITY: LIBERTY STATE: MO ZIP: 64068 BUSINESS PHONE: 8167921600 MAIL ADDRESS: STREET 1: 0NE LIBERTY PLAZA CITY: LIBERTY STATE: MO ZIP: 64068 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FERRELLGAS L P CENTRAL INDEX KEY: 0000922359 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 431676206 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50182 FILM NUMBER: 04628552 BUSINESS ADDRESS: STREET 1: ONE LIBERTY PLAZA CITY: LIBERTY STATE: MO ZIP: 64068 BUSINESS PHONE: 8167921600 MAIL ADDRESS: STREET 1: ONE LIBERTY PLAZA CITY: LIBERTY STATE: MO ZIP: 64068 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FERRELLGAS FINANCE CORP CENTRAL INDEX KEY: 0000922360 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 431677595 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50183 FILM NUMBER: 04628553 BUSINESS ADDRESS: STREET 1: TWO LIBERTY PLAZA CITY: LIBERTY STATE: MO ZIP: 64068 BUSINESS PHONE: 8167926803 MAIL ADDRESS: STREET 1: TWO LIBERTY PLAZA CITY: LIBERTY STATE: MO ZIP: 64068 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FERRELLGAS PARTNERS FINANCE CORP CENTRAL INDEX KEY: 0001012493 IRS NUMBER: 431742520 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-06693-02 FILM NUMBER: 04628554 BUSINESS ADDRESS: STREET 1: ONE LIBERTY PLAZA CITY: LIBERTY STATE: MO ZIP: 64068 BUSINESS PHONE: 8167926803 MAIL ADDRESS: STREET 1: ONE LIBERTY PLAZA CITY: LIBERTY STATE: MO ZIP: 64068 8-K 1 form8k.txt FORM 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): February 25, 2004 Ferrellgas Partners, L.P. Ferrellgas Partners Finance Corp. Ferrellgas, L.P. Ferrellgas Finance Corp. ----------------------------------------------- (Exact name of registrants as specified in their charters) Delaware 001-11331 43-1698480 Delaware 333-06693 43-1742520 Delaware 000-50182 43-1698481 Delaware 000-50183 14-1866671 -------------------- ------------------- ------------------ (States or other Commission file (I.R.S. Employer jurisdictions of numbers Identification Nos.) incorporation or organization) One Liberty Plaza, Liberty, Missouri 64068 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrants' telephone number, including area code: (816) 792-1600 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) The following material is furnished as an exhibit to this Current Report on Form 8-K. Exhibit Number Description ------- ----------- 99.1 Press release of Ferrellgas Partners, L.P. dated February 25, 2004, reporting its financial results for the second quarter ended January 31, 2004. ITEM 9. REGULATION FD DISCLOSURE ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On February 25, 2004, Ferrellgas Partners, L.P. issued a press release regarding its financial results for the second quarter ended January 31, 2004. A copy of this earnings press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Limitation on Incorporation by Reference and Materiality The information, including the exhibit furnished herewith, in this Current Report on Form 8-K is being furnished to the SEC and is not to be deemed "filed" with the SEC for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of Section 18. In addition, the information in this Current Report is not to be incorporated by reference into any registration statement of Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp., Ferrellgas, L.P. or Ferrellgas Finance Corp. or other filings of such entities made pursuant to the Exchange Act or the Securities Act, unless specifically identified as being incorporated therein by reference. The furnishing of the information in this Current Report, including the exhibit furnished herewith, is not intended to, and does not, constitute a determination or admission by Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp., Ferrellgas, L.P. or Ferrellgas Finance Corp. as to the materiality or completeness of any such information that is required to be disclosed solely by Regulation FD of the Exchange Act. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. FERRELLGAS PARTNERS, L.P. By Ferrellgas, Inc. (General Partner) Date: February 25, 2004 By /s/ Kevin T. Kelly ------------------------------------ Kevin T. Kelly Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) FERRELLGAS PARTNERS FINANCE CORP. Date: February 25, 2004 By /s/ Kevin T. Kelly ------------------------------------ Kevin T. Kelly Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) FERRELLGAS, L.P. By Ferrellgas, Inc. (General Partner) Date: February 25, 2004 By /s/ Kevin T. Kelly ------------------------------------ Kevin T. Kelly Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) FERRELLGAS FINANCE CORP. Date: February 25, 2004 By /s/ Kevin T. Kelly ------------------------------------ Kevin T. Kelly Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) EX-99 3 pressrelease.txt EXHIBIT 99.1 Exhibit 99.1 For immediate release Contact: Ryan VanWinkle, Investor Relations, 816-792-7998 Scott Brockelmeyer, Media Relations, 816-792-7837 Ferrellgas Partners, L.P. Reports Second Quarter Results Liberty, MO (February 25, 2004)--Ferrellgas Partners, L.P. (NYSE:FGP), one of the nation's largest retail marketers of propane, today reported earnings for the second quarter of fiscal year 2004. The second quarter covers the three-month period ended January 31, 2004. Significantly warmer than normal winter heating season temperatures resulted in retail sales for the quarter of 319 million gallons, compared to the prior year's near-record sales volume of 360 million gallons sold in the quarter. Gross profit for the quarter was $194.9 million, compared to $209.7 million reported in the second quarter of fiscal 2003, primarily the result of the lower retail gallon sales and contributions from risk management activities, partially offset by increased margins from retail locations. Operating expense for the second quarter was $79.8 million, essentially unchanged compared to the prior year's quarter and general and administrative expense for the quarter was $9.0 million, compared to $7.8 million reported in the second quarter of fiscal 2003. Equipment lease expense for the quarter was $4.7 million, down $0.8 million from the prior year's quarter. Adjusted EBITDA and net earnings for the second quarter were $101.4 million and $67.1 million, respectively, compared to $116.8 million and $87.1 million reported in the prior year period. "This winter has presented our industry many challenges, as winter heating season temperatures in our operating areas have been significantly warmer than normal," said James E. Ferrell, Chairman and Chief Executive Officer. "As we have demonstrated in the past, we will meet these challenges through effective margin and cost management, providing a secure distribution to our common unitholders, while looking for opportunities to expand our operations." -more- Ferrellgas Page 2 of 2 On February 9, 2004, the partnership announced it will acquire substantially all of the assets of Blue Rhino Corporation from a subsidiary of Ferrell Companies, Inc., the parent of the partnership's general partner. Blue Rhino is the nation's leading provider of branded propane tank exchange service and complimentary products with 29,000 retail locations in 49 states and Puerto Rico. Terms of the agreement call for the partnership to assume the requirement to pay $17 in cash for each share of Blue Rhino stock outstanding on the date of the acquisition by the subsidiary, anticipated to be approximately $340 million. "Blue Rhino is a great compliment to our existing base business and will provide us a large presence in the tank exchange market, the fastest growing portion of the retail propane industry," added Mr. Ferrell. "Blue Rhino's counter-cyclical operations and cash flow will further enhance our ability to provide stable, consistent earnings to investors, while providing us the opportunity to achieve year-over-year organic growth." For the six-months ended January 31, 2004, retail propane sales volumes and gross profit were 494 million gallons and $291.0 million, respectively, and operating and general and administrative expenses were $152.3 million and $15.9 million, respectively. Equipment lease expense for the six-month period was $9.2 million. As is typically the case, year-to-date results were primarily impacted by the seasonal performance experienced in the second quarter. Adjusted EBITDA and net earnings for the six-month period were $113.6 million and $48.4 million, respectively, compared to $128.1 million and $62.1 million for the same period last year. Ferrellgas Partners, L.P., through its operating partnership, Ferrellgas, L.P., currently serves more than one million customers in 45 states. Ferrellgas employees indirectly own more than 17 million common units of the partnership through an employee stock ownership plan. Statements in this release concerning expectations for the future are forward-looking statements. A variety of known and unknown risks, uncertainties and other factors could cause results, performance and expectations to differ materially from anticipated results, performance and expectations. These risks, uncertainties and other factors are discussed in the partnership's Form 10-K for the fiscal year ended July 31, 2003 and other documents filed from time to time by the partnership with the Securities and Exchange Commission. ### FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except unit data) (unaudited) ASSETS January 31, 2004 July 31, 2003 - ----------------------------------------------------------------------------- ------------------- ------------------- Current Assets: Cash and cash equivalents $ 23,072 $ 11,154 Accounts and notes receivable, net 157,581 56,742 Inventories 83,976 69,077 Prepaid expenses and other current assets 8,819 8,306 ------------------- ------------------- Total Current Assets 273,448 145,279 Property, plant and equipment, net 698,457 684,917 Goodwill 124,190 124,190 Intangible assets, net 110,067 98,157 Other assets 8,609 8,853 ------------------- ------------------- Total Assets $ 1,214,771 $ 1,061,396 =================== =================== LIABILITIES AND PARTNERS' CAPITAL - ----------------------------------------------------------------------------- Current Liabilities: Accounts payable $ 116,813 $ 59,454 Other current liabilities 71,185 89,687 Short-term borrowings 42,700 - ------------------- ------------------- Total Current Liabilities 230,698 149,141 Long-term debt (a) 900,396 888,226 Other liabilities 19,728 18,747 Contingencies and commitments - - Minority interest 2,853 2,363 Partners' Capital: Senior unitholder (1,994,146 units outstanding at both January 2004 and July 2003 - liquidation preference $79,766 at both January 2004 and July 2003) 79,766 79,766 Common unitholders (39,727,834 and 37,673,455 units outstanding at January 2004 and July 2003, respectively) 41,879 (15,602) General partner unitholder (421,434 and 400,683 units outstanding at January 2004 and July 2003, respectively) (58,736) (59,277) Accumulated other comprehensive loss (1,813) (1,968) ------------------- ------------------- Total Partners' Capital 61,096 2,919 ------------------- ------------------- Total Liabilities and Partners' Capital $ 1,214,771 $ 1,061,396 =================== =================== (a) The principal difference between the Ferrellgas Partners, L.P. balance sheet and that of Ferrellgas, L.P., is $218 million of 8 3/4% notes, which are liabilities of Ferrellgas Partners, L.P. and not of Ferrellgas, L.P.
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2004 AND 2003 (in thousands, except per unit data) (unaudited) Three months ended January 31 Six months ended January 31 ----------------------------- --------------------------- 2004 2003 2004 2003 ------------ ------------ ------------ ------------ Revenues: Propane and other gas liquids sales $ 457,433 $ 439,301 $ 689,487 $ 634,201 Other 24,348 25,165 47,708 46,579 ------------ ------------ ------------ ------------ Total revenues 481,781 464,466 737,195 680,780 Cost of product sold 286,899 254,718 446,148 378,390 ------------ ------------ ------------ ------------ Gross profit 194,882 209,748 291,047 302,390 Operating expense 79,804 79,677 152,283 148,105 Depreciation and amortization expense 12,665 10,261 23,860 20,156 General and administrative expense 8,982 7,759 15,873 14,661 Equipment lease expense 4,732 5,528 9,243 11,520 Employee stock ownership plan compensation charge 2,164 1,639 3,948 3,034 Loss on disposal of assets and other 1,926 1,125 3,552 1,796 ------------ ------------ ------------ ------------ Operating income 84,609 103,759 82,288 103,118 Interest expense (17,291) (16,084) (34,085) (30,780) Interest income 470 364 801 426 Early extinguishment of debt expense (a) - - - (7,052) ------------ ------------ ------------ ------------ Earnings before minority interest and cumulative effect of change in accounting principle 67,788 88,039 49,004 65,712 Minority interest (b) 733 937 595 822 ------------ ------------ ------------ ------------ Earnings before cumulative effect of change in accounting principle 67,055 87,102 48,409 64,890 Cumulative effect of change in accounting principle, net of minority interest of $28 (c) - - - (2,754) ------------ ------------ ------------ ------------ Net earnings 67,055 87,102 48,409 62,136 Distribution to senior unitholder 1,994 2,743 3,988 5,525 Net earnings available to general partner 650 843 444 566 ------------ ------------ ------------ ------------ Net earnings available to common unitholders $ 64,411 $ 83,516 $ 43,977 $ 56,045 ============ ============ ============ ============ Basic earnings per common unit: Earnings before cumulative effect of change in accounting principle (d) $ 1.65 $ 2.31 $ 1.15 $ 1.62 Net earnings available to common unitholders $ 1.65 $ 2.31 $ 1.15 $ 1.55 Weighted average common units outstanding 39,048.2 36,144.0 38,377.2 36,116.0
Supplemental Data and Reconciliation of Non-GAAP Item: Three months ended January 31 Six months ended January 31 ----------------------------- --------------------------- 2004 2003 2004 2003 ------------ ------------ ------------ ------------ Retail gallons 318,767 360,388 494,339 532,414 ============ ============ ============ ============ Net earnings $ 67,055 $ 87,102 $ 48,409 $ 62,136 Interest expense 17,291 16,084 34,085 30,780 Depreciation and amortization expense 12,665 10,261 23,860 20,156 Interest income (470) (364) (801) (426) ------------ ------------ ------------ ------------ EBITDA $ 96,541 $113,083 $105,553 $112,646 Employee stock ownership plan compensation charge 2,164 1,639 3,948 3,034 Loss on disposal of assets and other 1,926 1,125 3,552 1,796 Minority interest (b) 733 937 595 822 Early extinguishment of debt expense (a) - - - 7,052 Cumulative effect of change in accounting principle (c) - - - 2,754 ------------ ------------ ------------ ------------ Adjusted EBITDA (e) $ 101,364 $116,784 $113,648 $128,104 ============ ============ ============ ============ (a) Expenses related to the refinancing of the $160 million Ferrellgas Partners, L.P. senior secured debt in September 2002. (b) Amounts allocated to the general partner for its 1.0101% interest in the operating partnership, Ferrellgas, L.P. (c) Amount related to recognition of liabilities for future retirements of underground storage facilities, as required by SFAS No. 143. (d) Amount calculated as 99% of the earnings (loss) before cumulative effect of change in accounting principle less distribution to senior unitholder; the result then divided by the weighted average common units outstanding. (e) Management considers Adjusted EBITDA to be a chief measurement of the partnership's overall economic performance and return on invested capital. Adjusted EBITDA is calculated as earnings before interest, income taxes, depreciation and amortization, employee stock ownership plan compensation charge, loss on disposal of assets and other, minority interest, early extinguishment of debt expense, cumulative effect of change in accounting principle and other non-cash and non-operating charges. 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 are unusual or non-recurring, and makes it easier to compare its results with other companies that have different financing and capital structures. In addition, management believes this measure is consistent with the manner in which the partnership's lenders and investors measure its overall performance and liquidity, including its ability to pay quarterly equity distributions, service its long-term debt and other fixed obligations and to fund its capital expenditures and working capital requirements. 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.
-----END PRIVACY-ENHANCED MESSAGE-----