ý | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended July 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 (States or other jurisdictions of incorporation or organization) | 43-1698480 43-1742520 43-1698481 14-1866671 (I.R.S. Employer Identification Nos.) | |
7500 College Boulevard, Suite 1000, Overland Park, Kansas (Address of principal executive office) | 66210 (Zip Code) |
Title of each class | Name of each exchange on which registered | |
Common Units of Ferrellgas Partners, L.P. | New York Stock Exchange |
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. | 79,072,819 | 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 | ||||||
• | “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 of the consolidated financial statements of Ferrellgas Partners or the operating partnership, as applicable. |
Fiscal year ended | Propane sales volumes (in millions) | ||
July 31, 2013 | 901 | ||
July 31, 2012 | 878 | ||
July 31, 2011 | 900 |
• | 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. |
• | product procurement; |
• | transportation; |
• | fleet purchases; |
• | propane customer administration; and |
• | general administration. |
• | our efficiency in delivering propane to customers; |
• | our employee training and safety programs; |
• | our enhanced customer service, facilitated by our technology platform and our 24 hours a day, seven days a week emergency retail customer call support capabilities; and |
• | our national distributor network for our commercial and portable tank exchange customers. |
• | residential; |
• | portable tank exchange; |
• | industrial/commercial; |
• | agricultural; |
• | wholesale; and |
• | other. |
• | the sale of refined fuels; and |
• | common carrier services. |
Propane distribution locations | 3,050 | |
Centralized corporate functions | 401 | |
Risk management, transportation, and wholesale | 172 | |
Total | 3,623 |
• | impair our ability to effectively market or acquire propane; or |
• | impair our ability to raise equity or debt capital for acquisitions, capital expenditures or ongoing operations. |
• | we had total indebtedness of approximately $1.25 billion; |
• | Ferrellgas Partners had partners’ deficit of approximately $86.6 million; |
• | we had availability under our credit facility of approximately $174.7 million; and |
• | we had aggregate future minimum rental commitments under non-cancelable operating leases of approximately $90.3 million; provided, however, if we elect to purchase the underlying assets at the end of the lease terms, such aggregate buyout would be $13.5 million. |
• | $3.1 million - 2014 |
• | $2.9 million - 2015; |
• | $2.8 million - 2016; |
• | $123.8 million - 2017; |
• | $300.9 million - 2018; and |
• | $683.2 million - thereafter. |
• | make it more difficult for us to satisfy our obligations with respect to our securities; |
• | impair our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, general corporate purposes or other purposes; |
• | result in higher interest expense in the event of increases in interest rates since some of our debt is, and will continue to be, at variable rates of interest; |
• | impair our operating capacity and cash flows if we fail to comply with financial and restrictive covenants in our debt agreements and an event of default occurs as a result of that failure that is not cured or waived; |
• | require us to dedicate a substantial portion of our cash flow to payments on our indebtedness and other financial obligations, thereby reducing the availability of our cash flow to fund distributions, working capital, capital expenditures and other general partnership requirements; |
• | limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and |
• | place us at a competitive disadvantage compared to our competitors that have proportionately less debt. |
• | restructure or refinance their indebtedness; |
• | enter into other necessary financial transactions; |
• | seek additional equity capital; or |
• | sell their assets. |
• | incur additional indebtedness; |
• | make distributions to our unitholders; |
• | purchase or redeem our outstanding equity interests or subordinated debt; |
• | make specified investments; |
• | create or incur liens; |
• | sell assets; |
• | engage in specified transactions with affiliates; |
• | restrict the ability of our subsidiaries to make specified payments, loans, guarantees and transfers of assets or interests in assets; |
• | engage in sale-leaseback transactions; |
• | effect a merger or consolidation with or into other companies or a sale of all or substantially all of our properties or assets; and |
• | engage in other lines of business. |
• | to obtain future financings; |
• | to make needed capital expenditures; |
• | to withstand a future downturn in our business or the economy in general; or |
• | to conduct operations or otherwise take advantage of business opportunities that may arise. |
• | a significant increase in the wholesale cost of propane; |
• | a significant delay in the collections of accounts receivable; |
• | increased volatility in energy commodity prices related to risk management activities; |
• | increased liquidity requirements imposed by insurance providers; |
• | a significant downgrade in our credit rating leading to decreased trade credit; or |
• | a significant acquisition. |
• | we will be able to acquire any of these candidates on economically acceptable terms; |
• | we will be able to successfully integrate acquired operations with any expected cost savings; |
• | any acquisitions made will not be dilutive to our earnings and distributions; |
• | any additional equity we issue as consideration for an acquisition will not be dilutive to our unitholders; or |
• | any additional debt we incur to finance an acquisition will not affect the operating partnership’s ability to make distributions to Ferrellgas Partners or service the operating partnership’s existing debt. |
• | the lenders under the operating partnership’s indebtedness; |
• | the claims of lessors under the operating partnership’s operating leases; |
• | the claims of the lenders and their affiliates under the operating partnership’s accounts receivable securitization facility; |
• | debt securities, including any subordinated debt securities, issued by the operating partnership; and |
• | all other possible future creditors of the operating partnership and its subsidiaries. |
• | a liquid market for the debt securities will develop; |
• | a debt holder will be able to sell its debt securities; or |
• | a debt holder will receive any specific price upon any sale of its debt securities. |
• | cash flow generated by operations; |
• | weather in our areas of operation; |
• | borrowing capacity under our credit facility; |
• | principal and interest payments made on our debt; |
• | the costs of acquisitions, including related debt service payments; |
• | restrictions contained in debt instruments; |
• | issuances of debt and equity securities; |
• | fluctuations in working capital; |
• | capital expenditures; |
• | adjustments in reserves made by our general partner in its discretion; |
• | prevailing economic conditions; and |
• | financial, business and other factors, a number of which will be beyond our control. |
• | to comply with the terms of any of our agreements or obligations, including the establishment of reserves to fund the payment of interest and principal in the future of any debt securities of Ferrellgas Partners or the operating partnership; |
• | to provide for level distributions of cash notwithstanding the seasonality of our business; and |
• | to provide for future capital expenditures and other payments deemed by our general partner to be necessary or advisable. |
• | making any distributions to unitholders if an event of default exists or would exist when such distribution is made; |
• | distributing amounts in excess of 100% of available cash for the immediately preceding fiscal quarter if its consolidated fixed charge coverage ratio as defined in the indenture is less than 1.75 to 1.00; or |
• | distributing amounts in excess of $25.0 million less any restricted payments made for the prior sixteen fiscal quarters plus the aggregate cash contributions made to us during that period if its consolidated fixed charge coverage ratio as defined in the indenture is less than or equal to 1.75 to 1.00. |
• | discourage a person or group from attempting to remove our general partner or otherwise change management; and |
• | reduce the price at which our common units will trade under various circumstances. |
• | incur additional indebtedness; |
• | engage in transactions with affiliates; |
• | create or incur liens; |
• | sell assets; |
• | make restricted payments, loans and investments; |
• | enter into business combinations and asset sale transactions; and |
• | engage in other lines of business. |
• | the vote of the holders of at least 66 2/3% of the outstanding units entitled to vote thereon, which includes the common units owned by our general partner and its affiliates; and |
• | upon the election of a successor general partner by the vote of the holders of not less than a majority of the outstanding common units entitled to vote. |
• | remove or replace our general partner; |
• | make specified amendments to our partnership agreements; or |
• | take other action pursuant to our partnership agreements that constitutes participation in the “control” of our business, |
• | the general partner does not breach any duty to us or our unitholders by borrowing funds or approving any borrowing; our general partner is protected even if the purpose or effect of the borrowing is to increase incentive distributions to our general partner; |
• | our general partner does not breach any duty to us or our unitholders by taking any actions consistent with the standards of reasonable discretion outlined in the definitions of available cash and cash from operations contained in our partnership agreements; and |
• | our general partner does not breach any standard of care or duty by resolving conflicts of interest unless our general partner acts in bad faith. |
• | decisions of our general partner with respect to the amount and timing of our cash expenditures, borrowings, acquisitions, issuances of additional securities and changes in reserves in any quarter may affect the amount of incentive distributions we are obligated to pay our general partner; |
• | borrowings do not constitute a breach of any duty owed by our general partner to our unitholders even if these borrowings have the purpose or effect of directly or indirectly enabling us to make distributions to the holder of our incentive distribution rights, currently our general partner; |
• | we do not have any employees and rely solely on employees of our general partner and its affiliates; |
• | under the terms of our partnership agreements, we must reimburse our general partner and its affiliates for costs incurred in managing and operating us, including costs incurred in rendering corporate staff and support services to us; |
• | our general partner is not restricted from causing us to pay it or its affiliates for any services rendered on terms that are fair and reasonable to us or causing us to enter into additional contractual arrangements with any of such entities; |
• | neither our partnership agreements nor any of the other agreements, contracts and arrangements between us, on the one hand, and our general partner and its affiliates, on the other, are or will be the result of arms-length negotiations; |
• | whenever possible, our general partner limits our liability under contractual arrangements to all or a portion of our assets, with the other party thereto having no recourse against our general partner or its assets; |
• | our partnership agreements permit our general partner to make these limitations even if we could have obtained more favorable terms if our general partner had not limited its liability; |
• | any agreements between us and our general partner or its affiliates will not grant to our unitholders, separate and apart from us, the right to enforce the obligations of our general partner or such affiliates in favor of us; therefore, our general partner will be primarily responsible for enforcing those obligations; |
• | our general partner may exercise its right to call for and purchase common units as provided in the partnership agreement of Ferrellgas Partners or assign that right to one of its affiliates or to us; |
• | our partnership agreements provide that it will not constitute a breach of our general partner’s fiduciary duties to us for its affiliates to engage in activities of the type conducted by us, other than retail propane sales to end users in the continental United States in the manner engaged in by our general partner immediately prior to our initial public offering, even if these activities are in direct competition with us; |
• | our general partner and its affiliates have no obligation to present business opportunities to us; |
• | our general partner selects the attorneys, accountants and others who perform services for us. These persons may also perform services for our general partner and its affiliates. our general partner is authorized to retain separate counsel for us or our unitholders, depending on the nature of the conflict that arises; and |
• | James E. Ferrell is the Chairman of the Board of Directors of our general partner. Mr. Ferrell also owns other companies with whom we may, from time to time, conduct transactions within our ordinary course of business. Mr. Ferrell’s ownership of these entities may conflict with his duties as a director of our general partner, including our relationship and conduct of business with any of Mr. Ferrell’s companies. |
• | decisions of our general partner with respect to the amount and timing of our cash expenditures, borrowings, acquisitions, issuances of additional securities and changes in reserves in any quarter may affect the amount of incentive distributions we are obligated to pay our general partner; |
• | borrowings do not constitute a breach of any duty owed by our general partner to our unitholders even if these borrowings have the purpose or effect of directly or indirectly enabling us to make distributions to the holder of our incentive distribution rights, currently our general partner; |
• | we do not have any employees and rely solely on employees of our general partner and its affiliates; |
• | under the terms of our partnership agreements, we must reimburse our general partner and its affiliates for costs incurred in managing and operating us, including costs incurred in rendering corporate staff and support services to us, with the exception of payments made in connection with Ferrell Companies Incentive Compensation Plan; |
• | our general partner is not restricted from causing us to pay it or its affiliates for any services rendered on terms that are fair and reasonable to us or causing us to enter into additional contractual arrangements with any of such entities; |
• | neither our partnership agreements nor any of the other agreements, contracts and arrangements between us, on the one hand, and our general partner and its affiliates, on the other, are or will be the result of arms-length negotiations; |
• | whenever possible, our general partner limits our liability under contractual arrangements to all or a portion of our assets, with the other party thereto having no recourse against our general partner or its assets; |
• | our partnership agreements permit our general partner to make these limitations even if we could have obtained more favorable terms if our general partner had not limited its liability; |
• | any agreements between us and our general partner or its affiliates will not grant to our unitholders, separate and apart from us, the right to enforce the obligations of our general partner or such affiliates in favor of us; therefore, our general partner will be primarily responsible for enforcing those obligations; |
• | our general partner may exercise its right to call for and purchase common units as provided in the partnership agreement of Ferrellgas Partners or assign that right to one of its affiliates or to us; |
• | our partnership agreements provide that it will not constitute a breach of our general partner’s fiduciary duties to us for its affiliates to engage in activities of the type conducted by us, other than retail propane sales to end users in the continental United States in the manner engaged in by our general partner immediately prior to our initial public offering, even if these activities are in direct competition with us; |
• | our general partner and its affiliates have no obligation to present business opportunities to us; |
• | our general partner selects the attorneys, accountants and others who perform services for us. These persons may also perform services for our general partner and its affiliates. our general partner is authorized to retain separate counsel for us or our unitholders, depending on the nature of the conflict that arises; and |
• | James E. Ferrell is the Chairman of the Board of Directors of our general partner. Mr. Ferrell also owns other companies with whom we may, from time to time, conduct transactions within our ordinary course of business. Mr. Ferrell’s ownership of these entities may conflict with his duties as a director of our general partner, including our relationship and conduct of business with any of Mr. Ferrell's companies. |
Owned | Leased | Total | |||||||
Truck tractors | 87 | 59 | 146 | ||||||
Propane transport trailers | 262 | — | 262 | ||||||
Portable tank delivery trucks | 374 | 238 | 612 | ||||||
Portable tank exchange delivery trailers | 161 | 118 | 279 | ||||||
Bulk propane delivery trucks | 1,187 | 503 | 1,690 | ||||||
Pickup and service trucks | 877 | 277 | 1,154 | ||||||
Railroad tank cars | — | 96 | 96 |
ITEM 5. | MARKET FOR REGISTRANTS’ COMMON EQUITY, RELATED UNITHOLDER AND STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. |
Common Unit Price Range | Distributions | |||||||||||
High | Low | Declared Per Unit | ||||||||||
2012 | ||||||||||||
First Quarter | $ | 22.59 | $ | 17.94 | $ | 0.50 | ||||||
Second Quarter | 22.98 | 16.85 | 0.50 | |||||||||
Third Quarter | 18.92 | 13.44 | 0.50 | |||||||||
Fourth Quarter | 20.23 | 15.45 | 0.50 | |||||||||
2013 | ||||||||||||
First Quarter | $ | 21.76 | $ | 17.81 | $ | 0.50 | ||||||
Second Quarter | 19.60 | 15.52 | 0.50 | |||||||||
Third Quarter | 21.20 | 18.53 | 0.50 | |||||||||
Fourth Quarter | 22.97 | 19.40 | 0.50 |
Ferrellgas Partners, L.P. | ||||||||||||||||||||
Year Ended July 31, | ||||||||||||||||||||
(in thousands, except per unit data) | 2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||
Income Statement Data: | ||||||||||||||||||||
Total revenues | $ | 1,975,467 | $ | 2,339,092 | $ | 2,423,215 | $ | 2,099,060 | $ | 2,069,522 | ||||||||||
Interest expense | 89,145 | 93,254 | 101,885 | 101,284 | 89,519 | |||||||||||||||
Net earnings (loss) attributable to Ferrellgas Partners, L.P. | 56,426 | (10,952 | ) | (43,648 | ) | 32,709 | 52,572 | |||||||||||||
Basic and diluted net earnings (loss) per common unitholders’ interest | $ | 0.71 | $ | (0.14 | ) | $ | (0.60 | ) | $ | 0.47 | $ | 0.79 | ||||||||
Cash distributions declared per common unit | $ | 2.00 | $ | 2.00 | $ | 2.00 | $ | 2.00 | $ | 2.00 | ||||||||||
Balance Sheet Data: | ||||||||||||||||||||
Working capital (1) | $ | (21,305 | ) | $ | (50,875 | ) | $ | 28,712 | $ | 57,473 | $ | 34,556 | ||||||||
Total assets | 1,356,028 | 1,397,279 | 1,460,586 | 1,442,351 | 1,404,977 | |||||||||||||||
Long-term debt | 1,106,940 | 1,059,085 | 1,050,920 | 1,111,088 | 1,010,073 | |||||||||||||||
Partners' capital (deficit) | (86,627 | ) | (27,526 | ) | 88,317 | 85,902 | 151,345 | |||||||||||||
Operating Data (unaudited): | ||||||||||||||||||||
Propane sales volumes (in thousands of gallons) | 901,370 | 878,130 | 899,683 | 922,524 | 874,826 | |||||||||||||||
Capital expenditures: | ||||||||||||||||||||
Maintenance | $ | 15,248 | $ | 15,864 | $ | 15,330 | $ | 19,908 | $ | 21,082 | ||||||||||
Growth | 25,916 | 32,865 | 34,699 | 24,861 | 32,046 | |||||||||||||||
Acquisition | 31,919 | 14,034 | 12,587 | 49,500 | 9,944 | |||||||||||||||
Total | $ | 73,083 | $ | 62,763 | $ | 62,616 | $ | 94,269 | $ | 63,072 | ||||||||||
Supplemental data (unaudited): | ||||||||||||||||||||
Adjusted EBITDA | $ | 272,249 | $ | 193,086 | $ | 227,645 | $ | 266,492 | $ | 251,090 | ||||||||||
Reconciliation of Net Earnings (Loss) to EBITDA and Adjusted EBITDA : | ||||||||||||||||||||
Net earnings (loss) attributable to Ferrellgas Partners, L.P. | $ | 56,426 | $ | (10,952 | ) | $ | (43,648 | ) | $ | 32,709 | $ | 52,572 | ||||||||
Income tax expense | 1,855 | 1,128 | 1,241 | 1,916 | 2,292 | |||||||||||||||
Interest expense | 89,145 | 93,254 | 101,885 | 101,284 | 89,519 | |||||||||||||||
Depreciation and amortization expense | 83,344 | 83,841 | 82,486 | 82,491 | 82,494 | |||||||||||||||
EBITDA | 230,770 | 167,271 | 141,964 | 218,400 | 226,877 | |||||||||||||||
Loss on extinguishment of debt | — | — | 46,962 | 20,716 | — | |||||||||||||||
Non-cash employee stock ownership plan compensation charge | 15,769 | 9,440 | 10,157 | 9,322 | 6,755 | |||||||||||||||
Non-cash stock and unit-based compensation charge | 13,545 | 8,843 | 13,488 | 7,831 | 2,312 | |||||||||||||||
Loss on disposal of assets and other | 10,421 | 6,035 | 3,633 | 8,485 | 13,042 | |||||||||||||||
Other income (expense), net | (565 | ) | (506 | ) | (567 | ) | 1,108 | 1,321 |
Severance charges | — | 1,055 | — | — | — | |||||||||||||||
Nonrecurring litigation accrual and related legal fees | 1,568 | 892 | 12,120 | — | — | |||||||||||||||
Net earnings (loss) attributable to noncontrolling interest | 741 | 56 | (112 | ) | 630 | 783 | ||||||||||||||
Adjusted EBITDA | $ | 272,249 | $ | 193,086 | $ | 227,645 | $ | 266,492 | $ | 251,090 |
Ferrellgas, L.P. | ||||||||||||||||||||
Year Ended July 31, | ||||||||||||||||||||
2013 | 2012 | 2011 | 2010 | 2009 | ||||||||||||||||
Income Statement Data: | ||||||||||||||||||||
Total revenues | $ | 1,975,467 | $ | 2,339,092 | $ | 2,423,215 | $ | 2,099,060 | $ | 2,069,522 | ||||||||||
Interest expense | 72,974 | 77,127 | 80,074 | 76,786 | 65,785 | |||||||||||||||
Net earnings (loss) | 73,375 | 5,589 | (11,062 | ) | 62,361 | 77,501 | ||||||||||||||
Balance Sheet Data: | ||||||||||||||||||||
Working capital (1) | $ | (19,289 | ) | $ | (48,843 | ) | $ | 30,738 | $ | 60,770 | $ | 36,967 | ||||||||
Total assets | 1,352,932 | 1,393,662 | 1,456,816 | 1,436,177 | 1,403,049 | |||||||||||||||
Long-term debt | 924,940 | 877,085 | 868,920 | 831,088 | 740,982 | |||||||||||||||
Partners' capital | 94,476 | 153,140 | 268,686 | 363,047 | 421,610 | |||||||||||||||
Operating Data (unaudited): | ||||||||||||||||||||
Propane sales volumes (in thousands of gallons) | 901,370 | 878,130 | 899,683 | 922,524 | 874,826 | |||||||||||||||
Capital expenditures: | ||||||||||||||||||||
Maintenance | $ | 15,248 | $ | 15,864 | $ | 15,330 | $ | 19,908 | $ | 21,082 | ||||||||||
Growth | 25,916 | 32,865 | 34,699 | 24,861 | 32,046 | |||||||||||||||
Acquisition | 31,919 | 14,034 | 12,587 | 49,500 | 9,944 | |||||||||||||||
Total | $ | 73,083 | $ | 62,763 | $ | 62,616 | $ | 94,269 | $ | 63,072 | ||||||||||
Supplemental data (unaudited): | ||||||||||||||||||||
Adjusted EBITDA | $ | 272,269 | $ | 193,436 | $ | 228,003 | $ | 266,916 | $ | 251,418 | ||||||||||
Reconciliation of Net Earnings (Loss) to EBITDA and Adjusted EBITDA : | ||||||||||||||||||||
Net earnings (loss) | $ | 73,375 | $ | 5,589 | $ | (11,062 | ) | $ | 62,361 | $ | 77,501 | |||||||||
Income tax expense | 1,838 | 1,120 | 1,225 | 1,890 | 2,208 | |||||||||||||||
Interest expense | 72,974 | 77,127 | 80,074 | 76,786 | 65,785 | |||||||||||||||
Depreciation and amortization expense | 83,344 | 83,841 | 82,486 | 82,491 | 82,494 | |||||||||||||||
EBITDA | 231,531 | 167,677 | 152,723 | 223,528 | 227,988 | |||||||||||||||
Loss on extinguishment of debt | — | — | 36,449 | 17,308 | — | |||||||||||||||
Non-cash employee stock ownership plan compensation charge | 15,769 | 9,440 | 10,157 | 9,322 | 6,755 | |||||||||||||||
Non-cash stock and unit-based compensation charge | 13,545 | 8,843 | 13,488 | 7,831 | 2,312 | |||||||||||||||
Loss on disposal of assets and other | 10,421 | 6,035 | 3,633 | 8,485 | 13,042 | |||||||||||||||
Other income (expense), net | (565 | ) | (506 | ) | (567 | ) | 442 | 1,321 | ||||||||||||
Severance charges | — | 1,055 | — | — | — | |||||||||||||||
Nonrecurring litigation accrual and related legal fees | 1,568 | 892 | 12,120 | — | — | |||||||||||||||
Adjusted EBITDA | $ | 272,269 | $ | 193,436 | $ | 228,003 | $ | 266,916 | $ | 251,418 |
• | maintenance capital expenditures, which include capitalized expenditures for betterment and replacement of property, plant and equipment; |
• | growth capital expenditures, which include expenditures for purchases of both bulk and portable propane tanks and other equipment to facilitate expansion of our customer base and operating capacity; and |
• | acquisition capital expenditures, which include expenditures related to the acquisition of retail distribution propane operations and other operations; acquisition capital expenditures represent the total cost of acquisitions less working capital acquired. |
ITEM 7. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
• | 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 consolidated financial statements and Note H – Debt in the respective notes to their consolidated financial statements; and |
• | Ferrellgas Partners issued common units during both fiscal 2012 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 “Net earnings” in fiscal 2014 will be consistent with our "Net earnings" in fiscal 2013 primarily due to our anticipation of normal winter weather, as defined by NOAA, and stable wholesale pricing of propane, both of which should result in consistent propane gallons sales and "gross margin- propane and other gas liquids." |
Favorable | |||||||||||||||
(amounts in thousands) | (unfavorable) | ||||||||||||||
Fiscal Year-Ended July 31, | 2013 | 2012 | Variance | ||||||||||||
Propane sales volumes (gallons): | |||||||||||||||
Retail – Sales to End Users | 637,923 | 619,318 | 18,605 | 3 | % | ||||||||||
Wholesale – Sales to Resellers | 263,447 | 258,812 | 4,635 | 2 | % | ||||||||||
901,370 | 878,130 | 23,240 | 3 | % | |||||||||||
Revenues - | |||||||||||||||
Propane and other gas liquids sales: | |||||||||||||||
Retail – Sales to End Users | $ | 1,127,748 | $ | 1,287,485 | $ | (159,737 | ) | (12 | )% | ||||||
Wholesale – Sales to Resellers | 479,533 | 557,950 | (78,417 | ) | (14 | )% | |||||||||
Other Gas Sales (a) | 131,986 | 315,510 | (183,524 | ) | (58 | )% | |||||||||
$ | 1,739,267 | $ | 2,160,945 | $ | (421,678 | ) | (20 | )% | |||||||
Gross margin - | |||||||||||||||
Propane and other gas liquids sales: (b) | |||||||||||||||
Retail – Sales to End Users (a) | $ | 476,040 | $ | 400,982 | $ | 75,058 | 19 | % | |||||||
Wholesale – Sales to Resellers (a) | 170,966 | 158,077 | 12,889 | 8 | % | ||||||||||
$ | 647,006 | $ | 559,059 | $ | 87,947 | 16 | % | ||||||||
Gross margin - Other | $ | 91,744 | $ | 82,824 | $ | 8,920 | 11 | % | |||||||
Operating income | 147,602 | 82,980 | 64,622 | 78 | % | ||||||||||
Adjusted EBITDA (c) | 272,249 | 193,086 | 79,163 | 41 | % | ||||||||||
Interest expense | 89,145 | 93,254 | 4,109 | 4 | % | ||||||||||
Interest expense - operating partnership | 72,974 | 77,127 | 4,153 | 5 | % |
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 earnings (loss) attributable to Ferrellgas Partners, L.P., interest expense, depreciation and amortization expense, non-cash employee stock ownership plan compensation charge, non-cash stock and unit-based compensation charge, loss on disposal of assets, other income, net, severance charges, nonrecurring litigation accrual and related legal fees and net earnings 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 |
(amounts in thousands) | 2013 | 2012 | ||||||
Net earnings (loss) attributable to Ferrellgas Partners, L.P. | $ | 56,426 | $ | (10,952 | ) | |||
Income tax expense | 1,855 | 1,128 | ||||||
Interest expense | 89,145 | 93,254 | ||||||
Depreciation and amortization expense | 83,344 | 83,841 | ||||||
EBITDA | $ | 230,770 | $ | 167,271 | ||||
Non-cash employee stock ownership plan compensation charge | 15,769 | 9,440 | ||||||
Non-cash stock and unit-based compensation charge | 13,545 | 8,843 | ||||||
Loss on disposal of assets | 10,421 | 6,035 | ||||||
Other income, net | (565 | ) | (506 | ) | ||||
Severance charges | — | 1,055 | ||||||
Nonrecurring litigation accrual and related legal fees | 1,568 | 892 | ||||||
Net earnings attributable to noncontrolling interest | 741 | 56 | ||||||
Adjusted EBITDA | $ | 272,249 | $ | 193,086 |
Favorable | |||||||||||||||
(amounts in thousands) | (unfavorable) | ||||||||||||||
Fiscal year ended July 31, | 2012 | 2011 | Variance | ||||||||||||
Propane sales volumes (gallons): | |||||||||||||||
Retail – Sales to End Users | 619,318 | 655,408 | (36,090 | ) | (6 | )% | |||||||||
Wholesale – Sales to Resellers | 258,812 | 244,275 | 14,537 | 6 | % | ||||||||||
878,130 | 899,683 | (21,553 | ) | (2 | )% | ||||||||||
Revenues - | |||||||||||||||
Propane and other gas liquids sales: | |||||||||||||||
Retail – Sales to End Users | $ | 1,287,485 | $ | 1,330,746 | $ | (43,261 | ) | (3 | )% | ||||||
Wholesale – Sales to Resellers | 557,950 | 544,817 | 13,133 | 2 | % | ||||||||||
Other Gas Sales (a) | 315,510 | 336,694 | (21,184 | ) | (6 | )% | |||||||||
$ | 2,160,945 | $ | 2,212,257 | $ | (51,312 | ) | (2 | )% | |||||||
Gross margin - | |||||||||||||||
Propane and other gas liquids sales: (b) | |||||||||||||||
Retail – Sales to End Users (a) | $ | 400,982 | $ | 429,751 | $ | (28,769 | ) | (7 | )% | ||||||
Wholesale – Sales to Resellers (a) | 158,077 | 173,162 | (15,085 | ) | (9 | )% | |||||||||
$ | 559,059 | $ | 602,913 | $ | (43,854 | ) | (7 | )% | |||||||
Gross margin - Other | $ | 82,824 | $ | 86,488 | $ | (3,664 | ) | (4 | )% | ||||||
Operating income | 82,980 | 105,761 | (22,781 | ) | (22 | )% | |||||||||
Adjusted EBITDA (c) | 193,086 | 227,645 | (34,559 | ) | (15 | )% | |||||||||
Interest expense | 93,254 | 101,885 | 8,631 | 8 | % | ||||||||||
Interest expense - operating partnership | 77,127 | 80,074 | 2,947 | 4 | % | ||||||||||
Loss on extinguishment of debt | — | 46,962 | 46,962 | 100 | % |
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 earnings (loss) attributable to Ferrellgas Partners, L.P., 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, severance charges, non-recurring litigation accrual and related legal fees and net earnings (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) | 2012 | 2011 | ||||||
Net loss attributable to Ferrellgas Partners, L.P. | $ | (10,952 | ) | $ | (43,648 | ) | ||
Income tax expense | 1,128 | 1,241 | ||||||
Interest expense | 93,254 | 101,885 | ||||||
Depreciation and amortization expense | 83,841 | 82,486 | ||||||
EBITDA | $ | 167,271 | $ | 141,964 | ||||
Loss on extinguishment of debt | — | 46,962 | ||||||
Non-cash employee stock ownership plan compensation charge | 9,440 | 10,157 | ||||||
Non-cash stock and unit-based compensation charge | 8,843 | 13,488 | ||||||
Loss on disposal of assets | 6,035 | 3,633 | ||||||
Other income, net | (506 | ) | (567 | ) | ||||
Severance charges | 1,055 | — | ||||||
Nonrecurring litigation accrual and related legal fees | 892 | 12,120 | ||||||
Net earnings (loss) attributable to noncontrolling interest | 56 | (112 | ) | |||||
Adjusted EBITDA | $ | 193,086 | $ | 227,645 |
• | 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 August 31, 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 August 31, 2013, Ferrellgas Partners had $227.3 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 1.00% to 2.00%; or |
• | for Eurodollar Rate Loans, the Eurodollar Rate, which is defined as the LIBOR Rate plus a margin varying from 2.00% to 3.00%. |
• | a significant increase in the wholesale cost of propane; |
• | a significant delay in the collections of accounts receivable; |
• | increased volatility in energy commodity prices related to risk management activities; |
• | increased liquidity requirements imposed by insurance providers; |
• | a significant downgrade in our credit rating leading to decreased trade credit; |
• | a significant acquisition; or |
• | a large uninsured unfavorable lawsuit settlement. |
Common unit ownership at | Distributions paid during the year ended (in thousands) | ||||||
July 31, 2013 | July 31, 2013 | ||||||
Ferrell Companies (1) | 21,469,664 | $ | 42,939 | ||||
FCI Trading Corp. (2) | 195,686 | 392 | |||||
Ferrell Propane, Inc. (3) | 51,204 | 104 | |||||
James E. Ferrell (4) | 4,358,475 | 8,717 |
(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) | $ | 3,091 | $ | 2,879 | $ | 2,757 | $ | 123,782 | $ | 300,894 | $ | 683,233 | $ | 1,116,636 | ||||||||||||||
Fixed rate interest obligations (2) | 75,573 | 75,573 | 75,573 | 75,573 | 61,885 | 128,896 | 493,073 | |||||||||||||||||||||
Operating lease obligations (3) | 24,500 | 19,785 | 16,165 | 12,644 | 9,702 | 7,511 | 90,307 | |||||||||||||||||||||
Operating lease buyouts (4) | 1,682 | 1,230 | 1,083 | 1,327 | 2,746 | 5,433 | 13,501 | |||||||||||||||||||||
Purchase obligations: (5) | ||||||||||||||||||||||||||||
Product purchase commitments: (6) | ||||||||||||||||||||||||||||
Estimated payment obligations | 109,979 | 7,318 | — | — | — | 117,297 | ||||||||||||||||||||||
Employment agreements (7) | — | — | — | — | — | 1,088 | 1,088 | |||||||||||||||||||||
Total | $ | 214,825 | $ | 106,785 | $ | 95,578 | $ | 213,326 | $ | 375,227 | $ | 826,161 | $ | 1,831,902 | ||||||||||||||
Underlying product purchase volume commitments (in gallons) (6) | 121,158 | 8,400 | — | — | — | 129,558 |
(1) | We have long and short-term payment obligations under agreements such as our senior notes and our secured credit facility. Amounts shown in the table represent our scheduled future maturities of long-term debt (including current maturities thereof) for the periods indicated. For additional information regarding our debt obligations, please see “Liquidity and Capital Resources – Financing Activities.” |
(2) | Fixed rate interest obligations represent the amount of interest due on fixed rate long-term debt, not including the effect of interest rate swaps. These amounts do not include interest on the long-term portion of our secured credit facility, a variable rate debt obligation. As of July 31, 2013, variable rate interest on our outstanding balance of long-term variable rate debt of $121.3 million would be $4.5 million on an annual basis, not including the effect of interest rate swaps. Actual variable rate interest amounts will differ due to changes in interest rates and actual seasonal borrowings under our secured credit facility. |
(3) | We lease certain property, plant and equipment under noncancelable and cancelable operating leases. Amounts shown in the table represent minimum lease payment obligations under our third-party operating leases for the periods indicated. |
(4) | Operating lease buyouts represent the maximum amount we would pay if we were to exercise our right to buyout the assets at the end of their lease term. Historically, we have been successful in renewing certain leases that are subject to buyouts. However, there is no assurance we will be successful in the future. |
(5) | We define a purchase obligation as an agreement to purchase goods or services that is enforceable and legally binding (unconditional) on us that specifies all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transactions. |
(6) | We have long and short-term product purchase obligations for propane and energy commodities with third-party suppliers. These purchase obligations are entered into at either variable or fixed prices. The purchase prices that we are obligated to pay under variable price contracts approximate market prices at the time we take delivery of the volumes. Our estimated future variable price contract payment obligations are based on the July 31, 2013 market price of the applicable commodity applied to future volume commitments. Actual future payment obligations may vary depending on market prices at the time of delivery. The purchase prices that we are obligated to pay under fixed price contracts are established at the inception of the contract. Our estimated future fixed price contract payment obligations are based on the contracted fixed price under each commodity contract. Quantities shown in the table represent our volume commitments and estimated payment obligations under these contracts for the periods indicated. |
(7) | We have an incentive bonus payable to James E. Ferrell of $1.1 million upon his termination. |
Payment or settlement due by fiscal year | ||||||||||||||||||||||||||||
(in thousands) | 2014 | 2015 | 2016 | 2017 | 2018 | Thereafter | Total | |||||||||||||||||||||
Long-term debt, including current portion (1) | $ | 3,091 | $ | 2,879 | $ | 2,757 | $ | 123,782 | $ | 300,894 | $ | 501,233 | $ | 934,636 | ||||||||||||||
Fixed rate interest obligations (2) | $ | 59,875 | $ | 59,875 | $ | 59,875 | $ | 59,875 | $ | 46,188 | $ | 97,500 | $ | 383,188 |
(1) | The operating partnership has long and short-term payment obligations under agreements such as the operating partnership’s senior notes and secured credit facility. Amounts shown in the table represent the operating partnership’s scheduled future maturities of long-term debt (including current maturities thereof) for the periods indicated. For additional information regarding the operating partnership’s debt obligations, please see “Liquidity and Capital Resources – Financing Activities.” |
(2) | Fixed rate interest obligations represent the amount of interest due on fixed rate long-term debt, not including the effect of interest rate swaps. These amounts do not include interest on the long-term portion of our secured credit facility, a variable rate debt obligation. As of July 31, 2013, variable rate interest on our outstanding balance of long-term variable rate debt of $121.3 million would be $4.5 million on an annual basis, not including the effect of interest rate swaps. Actual variable rate interest amounts will differ due to changes in interest rates and actual seasonal borrowings under our secured credit facility. |
• | made guarantees; |
• | an obligation under derivative instruments classified as equity; or |
• | any obligation arising out of a material variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to the company, or that engages in leasing, hedging or research and development arrangements with the company. |
Title of Guidance | Effective Date | |
None |
• | Our stock-based awards plan grants awards out of Ferrell Companies. Ferrell Companies is not a publicly-traded company and management does not believe it can be categorized within any certain industry group. As a result, our volatility computation is highly subjective. If a different volatility factor were used, it could significantly change the fair value assigned to stock-based awards at each balance sheet date. |
• | Management believes we have three groups of employees that participate in our stock and unit-based compensation plans. If a determination were made that we have a different number of groups of employees, that determination could significantly change the expected term and forfeiture rate assigned to our stock and unit-based awards. |
• | Our method for computing the expected term of our stock and unit-based awards utilizes a combination of historical exercise patterns and estimates made by management on grantee exercises patterns. This method could assign a term to our stock and unit-based awards that is significantly different from their actual terms, which could result in a significant difference in the fair value assigned to the awards at each balance sheet date. |
• | Our method for computing the expected forfeiture rates of our stock and unit-based awards utilizes a combination of historical forfeiture patterns and estimates made by management on forfeiture patterns. If actual forfeiture rates were to differ significantly from our estimates, it could result in significant differences between actual and reported compensation expense for our stock and unit-based awards. |
Term | Notional Amount(s) (in thousands) | Type | ||
May-21 | $140,000 | Pay a floating rate and receive a fixed rate of 6.50% | ||
Oct-17 | $140,000 | Pay a floating rate and receive a fixed rate of 9.125% | ||
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 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. |
• | receive a base salary payable in accordance with the regular payroll practices of our general partner; |
• | be eligible to participate in employee benefit plans and programs maintained by our general partner, subject to the terms and conditions of such plans; |
• | be entitled to bonuses from our general partner as determined by the Board of Directors of our general partner; and |
• | be reimbursed by our general partner for reasonable out-of-pocket expenses in accordance with our general partner's expense reimbursement policy. |
• | his earned but unpaid salary for the period ending on the termination date; |
• | his accrued but unpaid vacation pay for the period ending with the termination date; |
• | his unreimbursed business expenses; and |
• | any amounts payable to him under the terms of any employee benefit plan. |
• | a payment equal to two times his salary; |
• | a payment equal to two times his target bonus; |
• | continuing group medical coverage for the two year period following the termination date; and |
• | a lump sum payment of $12,000 for professional outplacement services. |
Name | Age | Director Since | Executive Officer Since | Position | |||||
James E. Ferrell | 73 | 1984 | 2000 | Chairman of the Board of Directors | |||||
Stephen L. Wambold | 45 | 2009 | 2005 | Chief Executive Officer and President, Director | |||||
J. Ryan VanWinkle | 40 | N/A | 2008 | Executive Vice President and Chief Financial Officer; Treasurer | |||||
Tod D. Brown | 50 | N/A | 2006 | Executive Vice President, Ferrellgas, Inc. and President, Blue Rhino | |||||
Boyd H. McGathey | 54 | N/A | 2013 | Executive Vice President and Chief Operating Officer | |||||
A. Andrew Levison | 57 | 1994 | N/A | Director | |||||
John R. Lowden | 56 | 2003 | N/A | Director | |||||
Michael F. Morrissey | 71 | 1999 | N/A | Director | |||||
Daniel G. Kaye | 59 | 2012 | N/A | Director | |||||
Pamela A. Breuckmann | 37 | 2013 | N/A | Director |
• | distributions on its combined approximate 2% general partner interest in Ferrellgas Partners and the operating partnership; and |
• | reimbursement for: |
• | all direct and indirect costs and expenses incurred on our behalf; |
• | all selling, general and administrative expenses incurred by our general partner on our behalf; and |
• | all other expenses necessary or appropriate to the conduct of our business and allocable to us. |
• | companies in our industry or related industries (oil and gas, gas utilities, master limited partnerships); |
• | companies identified as our peer group of competitors; |
• | companies with similar total sales; |
• | companies with similar net income; and |
• | companies with similar market value. |
• | Targa Resources Partners, L.P. |
• | Suburban Propane Partners, L.P. |
• | Enbridge Energy Partners, L.P. |
• | Laclede Group Inc. |
• | Genesis Energy, L.P. |
• | WGL Holdings Inc. |
• | UGI Corp. |
• | Star Gas Partners, L.P. |
• | Atmos Energy Corp., L.P. |
• | Inergy L.P. |
• | New Jersey Resources Corp. |
• | Regency Energy Partners, L.P. |
• | Amerigas Partners, L.P. |
• | Alliance Resource Partners, L.P. |
• | Copano Energy LLC |
• | Northern Tier Energy, L.P. |
• | base salary; |
• | discretionary bonus; |
• | non-equity incentive plan; |
• | stock based and unit option plans; |
• | employee stock ownership plan; |
• | deferred compensation plans; and |
• | employment and change-in-control agreements. |
Low Point | High Point | |||||
Chief Executive Officer | 431,000 | 736,000 | ||||
Chief Operating Officer | 362,000 | 512,000 | ||||
Chief Financial Officer | 287,000 | 369,000 | ||||
Top Division Executive | 303,000 | 363,000 |
Named Executive Officer | % of Salary Incentive Target | |
Stephen L. Wambold | 100 | % |
J. Ryan VanWinkle | 100 | % |
James E. Ferrell | 100 | % |
Tod D. Brown | 100 | % |
Boyd H. McGathey | 100 | % |
Percent of Planned DCF Achieved | Incentive Target Potential |
100% | 100% |
105% | 125% |
110% and above | 150% |
(in thousands) | |||
Net income attributable to Ferrellgas Partners, L.P. | $ | 56,426 | |
Add (subtract): | |||
Depreciation and amortization expense | 83,344 | ||
Non-cash employee stock ownership plan compensation charge | 15,769 | ||
Non-cash stock and unit-based compensation charge | 13,545 | ||
Loss on disposal of assets | 10,421 | ||
Other income, net | (565 | ) | |
Nonrecurring litigation accrual and related legal fees | 1,568 | ||
Net earnings attributable to noncontrolling interest | 741 | ||
Maintenance capital expenditures | (15,070 | ) | |
DCF | $ | 166,179 |
Number of Completed Years of Service | Vested Percent |
Less than 3 years | —% |
3 years | 20% |
4 years | 40% |
5 years | 60% |
6 years | 80% |
7 years or more | 100% |
Salary | Bonus | Option Awards | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | |||||||||
(1) | (3) | |||||||||||||
Name and Principal Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | |||||||
Stephen L. Wambold | 2013 | 700,000 | 175,000 | 334,433 | 700,000 | 41,082 | 1,950,515 | |||||||
Chief Executive Officer and President | 2012 | 668,594 | — | 1,658,594 | — | 24,673 | 2,351,861 | |||||||
2011 | 700,027 | 400,000 | 226,370 | — | 28,966 | 1,355,363 | ||||||||
J. Ryan VanWinkle | 2013 | 400,000 | 100,000 | 179,450 | 400,000 | 49,476 | 1,128,926 | |||||||
Executive Vice President and Chief Financial Officer; Treasurer | 2012 | 334,297 | — | 982,194 | — | 43,367 | 1,359,858 | |||||||
2011 | 350,013 | 175,000 | 108,300 | — | 43,026 | 676,339 | ||||||||
James E. Ferrell | 2013 | 500,000 | (2) | — | 401,803 | 275,000 | 10,356 | 1,187,159 | ||||||
Executive Chairman and Chairman of the Board of Directors | 2012 | 477,567 | (2) | — | 619,800 | — | 15,140 | 1,112,507 | ||||||
2011 | 500,019 | (2) | 200,000 | 155,400 | — | 11,804 | 867,223 | |||||||
Tod D. Brown | 2013 | 369,126 | 100,000 | 261,278 | 400,000 | 45,644 | 1,176,048 | |||||||
Executive Vice President, Ferrellgas and President, Blue Rhino | 2012 | 350,015 | — | 927,158 | — | 41,640 | 1,318,813 | |||||||
2011 | 298,846 | — | 231,408 | 250,000 | 27,199 | 807,453 | ||||||||
Boyd H. McGathey | 2013 | 357,308 | 100,000 | 1,117,184 | 400,000 | 32,103 | 2,006,595 | |||||||
Executive Vice President and Chief Operating Officer | ||||||||||||||
(1) | See Note B – Summary of significant accounting policies (17) Stock based and unit-option plans – to our consolidated financial statements for information concerning these awards. The value reported represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. |
(2) | Included in this amount is $120,000 of compensation for James E. Ferrell’s role as Chairman of the Board of Directors. |
(3) | All Other Compensation consisted of the following: |
ESOP Allocations | 401(k) Plan Match | SSP Match | Other | Total All Other Compensation | ||||||||
Name | Year | ($) | ($) | ($) | ($) | ($) | ||||||
Stephen L. Wambold | 2013 | 18,353 | 2,417 | 5,496 | 14,816 | (5) | 41,082 | |||||
2012 | 11,603 | 8,703 | 4,367 | — | 24,673 | |||||||
2011 | 12,398 | 5,479 | 3,361 | 7,728 | (4) | 28,966 | ||||||
J. Ryan VanWinkle | 2013 | 18,353 | 2,925 | 7,857 | 20,341 | (11) | 49,476 | |||||
2012 | 11,603 | 4,845 | 6,700 | 20,219 | (6) | 43,367 | ||||||
2011 | 12,398 | 5,416 | 3,361 | 21,851 | (7) | 43,026 | ||||||
James E. Ferrell | 2013 | — | 2,513 | 7,843 | — | 10,356 | ||||||
2012 | — | 10,774 | 4,366 | — | 15,140 | |||||||
2011 | — | — | 3,361 | 8,443 | (8) | 11,804 | ||||||
Tod D. Brown | 2013 | 18,353 | 6,547 | — | 20,744 | (12) | 45,644 | |||||
2012 | 11,603 | 10,443 | 3,097 | 16,497 | (9) | 41,640 | ||||||
2011 | 12,398 | 7,867 | 1,796 | 5,138 | (10) | 27,199 | ||||||
Boyd H. McGathey | 2013 | 18,353 | 12,250 | 1,500 | — | 32,103 | ||||||
(4) | This amount primarily includes $6,639 for payment of personal financial, tax or legal advice. |
(5) | This amount primarily includes $10,500 for car allowance and $3,691 for payment of personal financial, tax or legal advice. |
(6) | This amount includes $12,000 for car allowance, $7,719 for payment of personal financial, tax or legal advice and a $500 gift card. |
(7) | This amount primarily includes $14,143 for payment of personal financial, tax or legal advice and a $7,363 gift card. |
(8) | This amount includes $6,818 for personal travel of spouse and $1,625 for payment of personal financial, tax or legal advice. |
(9) | This amount includes $12,000 for car allowance, $3,997 for payment of personal financial, tax or legal advice and a $500 gift card. |
(10) | This amount primarily includes $4,940 for payment of personal financial, tax or legal advice. |
(11) | This amount primarily includes $18,000 for car allowance and $1,715 for payment of personal financial, tax or legal advice. |
(12) | This amount includes $18,000 for car allowance and $2,183 for payment of personal financial, tax or legal advice. |
All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Awards | Grant Date Fair Value of Award | |||||||
Name | Grant Date | (#) | ($/Share) | ($) | |||||
Stephen L. Wambold | (3 | ) | 10/31/2012 | 111,200 | 21.92 | 180,574 | |||
(1 | ) | 10/31/2012 | 400,000 | 21.92 | 152,823 | ||||
(3 | ) | 1/31/2013 | 500 | 21.92 | 1,037 | ||||
J. Ryan VanWinkle | (3 | ) | 10/31/2012 | 39,925 | 21.92 | 64,833 | |||
(1 | ) | 10/31/2012 | 300,000 | 21.92 | 114,617 | ||||
James E. Ferrell | (3 | ) | 10/31/2012 | 131,500 | 21.92 | 72,074 | |||
(1 | ) | 10/31/2012 | 200,000 | 21.92 | 109,619 | ||||
(3 | ) | 1/31/2013 | 112,500 | 21.92 | 220,110 | ||||
Tod D. Brown | (3 | ) | 10/31/2012 | 41,000 | 21.92 | 66,578 | |||
(1 | ) | 10/31/2012 | 250,000 | 21.92 | 95,514 | ||||
(2 | ) | 7/12/2013 | 50,000 | 22.36 | 99,186 | ||||
Boyd H. McGathey | (1 | ) | 10/31/2012 | 125,000 | 21.92 | 47,757 | |||
(2 | ) | 2/27/2013 | 250,000 | 21.92 | 461,243 | ||||
(1 | ) | 4/30/2013 | 125,000 | 22.36 | 112,256 | ||||
(2 | ) | 7/12/2013 | 250,000 | 22.36 | 495,928 |
(1) | Grant vests immediately and expires in ten years. |
(2) | Grant vests ratably over three years and expires in ten years. |
(3) | Grant vests ratably over five years and expires in ten years. |
Ferrell Companies Incentive Compensation Plan | ||||||
Option Awards | ||||||
Number of Securities Underlying Unexercised Options | Number of Securities Underlying Unexercised Options | Option Exercise Price | Option | |||
Name | (#) Exercisable | (#) Unexercisable | ($) | Expiration Date | ||
Stephen L. Wambold | — | 1,250 (1) | 8.02 | 1/27/2018 | ||
5,250 | 18,375 (2) | 11.78 | 4/28/2019 | |||
— | 15,000 (4) | 14.95 | 2/27/2019 | |||
— | 16,000 (5) | 14.95 | 8/30/2019 | |||
136,000 | - (19) | 19.88 | 3/9/2020 | |||
52,950 | 105,900 (7) | 19.88 | 7/16/2020 | |||
46,250 | - (8) | 23.95 | 7/16/2021 | |||
74,550 | 111,825 (9) | 23.95 | 7/16/2021 | |||
57,760 | 231,040 (10) | 22.14 | 9/28/2021 | |||
30,320 | 121,280 (11) | 22.14 | 10/28/2021 |
43,560 | 88,440 (12) | 22.14 | 10/28/2021 | |||
— | 111,200 (16) | 21.92 | 10/29/2022 | |||
120 | 480 (13) | 22.14 | 1/28/2022 | |||
43,560 | 88,440 (14) | 20.60 | 4/28/2022 | |||
— | 500 (17) | 21.92 | 1/29/2023 | |||
400,000 | - (15) | 21.92 | 10/29/2022 | |||
J. Ryan VanWinkle | 1,000 | 2,500 (20) | 8.02 | 3/8/2018 | ||
— | 3,375 (21) | 11.78 | 9/12/2019 | |||
20,000 | - (3) | 17.01 | 2/27/2018 | |||
— | 20,000 (4) | 14.95 | 2/27/2019 | |||
— | 15,000 (5) | 14.95 | 8/30/2019 | |||
85,000 | - (22) | 19.88 | 3/9/2020 | |||
6,675 | 13,350 (7) | 19.88 | 7/16/2020 | |||
34,500 | 51,750 (9) | 23.95 | 7/16/2021 | |||
37,500 | - (8) | 23.95 | 7/16/2021 | |||
24,500 | 98,000 (10) | 22.14 | 9/28/2021 | |||
27,225 | 55,275 (12) | 22.14 | 10/28/2021 | |||
12,160 | 48,640 (11) | 22.14 | 10/28/2021 | |||
4,225 | 16,900 (18) | 20.60 | 4/28/2022 | |||
27,225 | 55,275 (14) | 20.60 | 4/28/2022 | |||
— | 39,925 (16) | 21.92 | 10/29/2022 | |||
300,000 | - (15) | 21.92 | 10/29/2022 | |||
James E. Ferrell | — | 20,000 (5) | 14.95 | 8/30/2019 | ||
121,500 | 243,000 (7) | 19.88 | 7/16/2020 | |||
46,000 | 69,000 (9) | 23.95 | 7/16/2021 | |||
100,000 | - (8) | 23.95 | 7/16/2021 | |||
26,300 | 105,200 (11) | 22.14 | 10/28/2021 | |||
15,000 | 60,000 (13) | 22.14 | 1/28/2022 | |||
200,000 | - (15) | 21.92 | 10/29/2022 | |||
— | 131,500 (16) | 21.92 | 10/29/2022 | |||
— | 112,500 (17) | 21.92 | 1/29/2023 | |||
Tod D. Brown | — | 10,000 (4) | 14.95 | 2/27/2019 | ||
— | 12,000 (5) | 14.95 | 8/30/2019 | |||
56,100 | - (22) | 19.88 | 3/9/2020 | |||
30,000 | - (8) | 23.95 | 7/16/2021 | |||
77,520 | 116,280 (9) | 23.95 | 7/16/2021 | |||
35,000 | 140,000 (10) | 22.14 | 9/28/2021 | |||
17,952 | 36,448 (12) | 22.14 | 10/28/2021 | |||
12,640 | 50,560 (11) | 22.14 | 10/28/2021 | |||
17,985 | 36,515 (14) | 20.60 | 4/28/2022 | |||
2,000 | 8,000 (18) | 20.60 | 4/28/2022 | |||
250,000 | - (15) | 21.92 | 10/29/2022 | |||
— | 41,000 (16) | 21.92 | 10/29/2022 | |||
— | 50,000 (6) | 22.36 | 7/10/2023 | |||
Boyd H. McGathey | 50,000 | 75,000 (23) | 23.95 | 3/11/2021 | ||
— | 250,000 (24) | 21.93 | 2/25/2023 | |||
125,000 | - (25) | 22.36 | 4/28/2023 | |||
— | 250,000 (6) | 22.36 | 7/10/2023 |
(1) | These options will be fully vested on 1/28/2015. |
(2) | These options will be fully vested on 4/28/2016. |
(3) | These options were fully vested on 2/28/2013. |
(4) | These options were fully vested on 8/29/2013. |
(5) | These options will be fully vested on 8/31/2014. |
(6) | These options will be fully vested on 7/11/2016. |
(7) | These options will be fully vested on 7/18/2015. |
(8) | These options were fully vested on 7/19/2011. |
(9) | These options will be fully vested on 7/17/2016. |
(10) | These options will be fully vested on 9/29/2016. |
(11) | These options will be fully vested on 10/29/2016. |
(12) | These options will be fully vested on 10/30/2014. |
(13) | These options will be fully vested on 1/29/2017. |
(14) | These options will be fully vested on 4/30/2015. |
(15) | These options were fully vested on 10/31/2012. |
(16) | These options will be fully vested on 10/30/2017. |
(17) | These options will be fully vested on 1/30/2018. |
(18) | These options will be fully vested on 4/29/2017. |
(19) | These options were fully vested on 3/11/2013. |
(20) | These options will be fully vested on 3/9/2015. |
(21) | These options will be fully vested on 9/12/2016. |
(22) | These options were fully vested on 3/11/2013. |
(23) | These options will be fully vested on 3/12/2016. |
(24) | These options will be fully vested on 2/27/2016. |
(25) | These options were fully vested on 4/30/2013. |
Ferrellgas Unit Option Plan | |||||||
Option Awards | |||||||
Number of Securities Underlying Unexercised Options | Number of Securities Underlying Unexercised Options | Option Exercise price | Option | ||||
Name | (#) Exercisable | (#) Unexercisable | ($) | Expiration Date | |||
Steven L. Wambold | — | 15,000 (1) | 11.63 | 2/20/2019 | |||
J. Ryan VanWinkle | — | 10,000 (1) | 11.63 | 2/20/2019 | |||
Tod D. Brown | — | 9,000 (1) | 11.63 | 2/20/2019 | |||
Boyd H. McGathey | — | — | — | N/A |
(1) | These options will be fully vested on 2/20/2014. |
Ferrell Companies Incentive Compensation Plan | ||||
Option Awards | ||||
Number of Shares Acquired on Exercise | Value Realized on Exercise | |||
Name | (#) | ($) | ||
Steven L. Wambold | 511,700 | 1,016,113 | ||
J. Ryan VanWinkle | 339,925 | 635,497 | ||
James E. Ferrell | 444,000 | 2,566,060 | ||
Tod D. Brown | 291,000 | 574,520 | ||
Boyd H. McGathey | 250,000 | 220,000 |
Ferrellgas Unit Option Plan | ||||
Option Awards | ||||
Number of Shares Acquired on Exercise | Value Realized on Exercise | |||
Name | (#) | ($) | ||
Steven L. Wambold | 15,000 | 128,550 | ||
J. Ryan VanWinkle | 10,000 | 84,000 | ||
Tod D. Brown | 9,000 | 75,600 | ||
Boyd H. McGathey | 5,800 | 26,100 |
Executive Contributions in Last FY | Registrant Contributions in Last FY (1) | Aggregate Earnings in Last FY | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last FYE (2) | ||||||
Name | ($) | ($) | ($) | ($) | ($) | |||||
Stephen L. Wambold | 32,039 | 5,496 | 49,963 | — | 321,807 | |||||
J. Ryan VanWinkle | 119,962 | 7,857 | 38,674 | — | 362,924 | |||||
James E. Ferrell (3) | 62,003 | 7,843 | 341 | — | 1,633,138 | |||||
Tod D. Brown | 8,481 | — | 17,796 | — | 119,373 | |||||
Boyd H. McGathey | 45,035 | 1,500 | 1,925 | — | 51,715 |
(1) | Amounts are included in the Summary Compensation Table above. |
(2) | The portion of this amount representing registrant contributions made in years prior was previously reported as compensation to the NEO in the Summary Compensation Table for previous years. |
• | his annual salary; |
• | an annual bonus, the amount to be determined at the sole discretion of the independent members of the Board of Directors of our general partner; and |
• | an incentive bonus equal to 0.5% of the increase in the equity value of Ferrell Companies from July 31, 1998 to July 31, 2005. |
(i) | any merger or consolidation of Ferrell Companies in which such entity is not the survivor; |
(ii) | any sale of all or substantially all of the common stock of Ferrell Companies by the Employee Stock Ownership Trust; |
(iii) | a sale of all or substantially all of the common stock of Ferrellgas, Inc.; |
(iv) | a replacement of Ferrellgas, Inc. as the general partner of Ferrellgas Partners, L.P.; or |
(v) | a public sale of at least 51 percent of the equity of Ferrell Companies. |
(i) | a payment equal to two times his annual base salary in effect immediately prior to the change in control; this amount would be paid in substantially equal monthly installments over a two year time frame beginning within five days following the termination date; |
(ii) | a payment equal to two times his target bonus, at his target bonus rate in effect immediately prior to the change in control; this amount would be paid in substantially equal monthly installments over a two year time frame beginning within five days following the termination date; and |
(iii) | COBRA reimbursements for two years following the termination. |
(i) | the NEO receives base annual salary in accordance with the regular payroll practices of the general partner; |
(ii) | the NEO is eligible to participate in employee benefit plans and programs maintained from time to time by our general partner for the benefit of similarly situated senior management employees, subject to the terms and conditions of such plans; |
(iii) | the NEO is entitled to bonuses, the amount to be determined at the sole discretion of the independent members of the Board of Directors of our general partner; and |
(iv) | the NEO is reimbursed by the general partner, on terms and conditions that are substantially similar to those that apply to other similarly situated senior management employees and in accordance with the general partner’s expense reimbursement policy, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the general partner’s expense reimbursement policy and actually incurred by the NEO in the promotion of the general partner’s business. |
(i) | the willful and continued failure by the NEO to substantially perform his duties for Ferrellgas, Inc. (other than any such failure resulting from the NEO’s being disabled) within a reasonable period of time after a written demand for substantial performance is delivered to the NEO by the Board of Ferrellgas, Inc., which demand specifically identifies the manner in which the Board of Ferrellgas, Inc. believes that the NEO has not substantially performed his duties; |
(ii) | the willful engaging by the NEO in conduct which is demonstrably and materially injurious to Ferrellgas, Inc., monetarily or otherwise; |
(iii) | the engaging by the NEO in egregious misconduct involving serious moral turpitude to the extent that, in the reasonable judgment of the Board of Ferrellgas, Inc., the NEO’s credibility and reputation no longer conform to the standard of the Ferrellgas, Inc.’s executives; or |
(iv) | the NEO’s material breach of a material term of this Agreement. |
(i) | A reduction in excess of 10% in the NEO’s salary or target incentive potential as in effect as of the effective date of the employment agreement, as the same may be modified from time to time in accordance with the employment agreement; |
(ii) | A material diminution in the NEO’s authority, duties or responsibilities as in effect as of the effective date of the employment agreement, as the same may be modified from time to time in accordance with the employment agreement; |
(iii) | The relocation of the NEO’s principal office location to a location which is more than 50 highway miles from the location of the NEO’s principal office location as in effect on the effective date of the employment agreement (or such subsequent principal location agreed to by the NEO); or |
(iv) | Ferrellgas, Inc.’s material breach of any material term of the employment agreement. |
(i) | a payment equal to two times the NEO’s annual base salary in effect immediately prior to the termination date; this amount would be paid in substantially equal monthly installments over a two year timeframe beginning within five days following the termination date; |
(ii) | a payment equal to two times the NEO’s target bonus, at his target bonus rate in effect immediately prior to the termination date; this amount would be paid in substantially equal monthly installments over a two year timeframe beginning within five days following the termination date; |
(iii) | receive continuing group medical coverage for himself and his dependents for two years following the termination date; and |
(iv) | a lump sum payment of $12,000 for professional outplacement services. |
NEO | Two times annual base salary ($) | Two times target bonus ($) | ||
Stephen L. Wambold | 1,400,000 | 1,400,000 | ||
J. Ryan VanWinkle | 800,000 | 800,000 | ||
James E. Ferrell (1) (2) | — | — | ||
Tod D. Brown | 800,000 | 800,000 | ||
Boyd H. McGathey | 800,000 | 800,000 |
(1) | As discussed above, James E. Ferrell's employment agreement contains a separate benefit payable upon certain qualifying terminations from the Board of Directors or a change-in-control which is valued as of July 31, 2013 at an additional $1.7 million. |
(2) | Effective September 26, 2013, James E. Ferrell has retired from his role as Executive Chairman. As a result, he no longer has a salary or target bonus that would be eligible for payment under the Change-in-Control agreement discussed above. |
NEO | SAR payout at July 31, 2013 upon a change in control ($) | |
Stephen L. Wambold | 5,654,587 | |
J. Ryan VanWinkle | 3,246,370 | |
James E. Ferrell | 3,876,100 | |
Tod D. Brown | 2,592,238 | |
Boyd H. McGathey | 1,663,750 |
Fees Earned or Paid in Cash | Option Awards (4) | All Other Compensation | Total | ||||||
Name | ($) | ($) | ($) | ($) | |||||
A. Andrew Levison | (1) | 50,000 | 32,397 | — | 82,397 | ||||
John R. Lowden | (1) | 68,750 | 62,115 | — | 130,865 | ||||
Michael F. Morrissey | (2) | 65,000 | 14,250 | — | 79,250 | ||||
Daniel G. Kaye | (3) | 45,938 | — | — | 45,938 | ||||
Eric J. Bruun | (5) | 25,000 | — | — | 25,000 |
(1) | At July 31, 2013 this director had 95,000 ICP awards outstanding. |
(2) | At July 31, 2013 this director had 115,000 ICP awards outstanding. |
(3) | At July 31, 2013 this director had no ICP awards outstanding. |
(4) | See Note B – Summary of significant accounting policies (17) Stock based and unit option plans compensation – to our consolidated financial statements for information concerning these awards. The value reported represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. |
(5) | At July 31, 2013, this former director had no ICP awards outstanding. |
ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIALOWNERS AND MANAGEMENT AND RELATED UNITHOLDER MATTERS. |
• | persons that own more than 5% of our common units; |
• | persons that are directors, nominees or named executive officers of our general partner; and |
• | all directors and executive officers of our general partner as a group. |
Title of class | Name and address of beneficial owner | Units beneficially owned | Percentage of class | ||
Common units | Ferrell Companies, Inc. Employee Stock Ownership Trust 125 S. LaSalle Street, 17th floor Chicago, IL 60603 | 21,716,554 | 27.5 | ||
James E. Ferrell 7500 College Blvd. Suite 1000 Overland Park, KS 66210 | 4,358,475 | 5.5 | |||
J. Ryan VanWinkle | 40,000 | * | |||
Stephen L. Wambold | 61,650 | * | |||
Tod D. Brown | 36,000 | * | |||
Boyd H. McGathey | 11,000 | * | |||
Pamela A. Brueckmann | — | * | |||
A. Andrew Levison | 21,800 | * | |||
John R. Lowden | 5,000 | * | |||
Michael F. Morrissey | 4,000 | * | |||
Daniel G. Kaye | 1,000 | * | |||
All Directors and Executive Officers as a Group | 4,538,925 | 5.7 |
Number of common units to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of common units remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column) | ||||
Equity compensation plans approved by security holders | — | — | — | |||
Equity compensation plans not approved by security holders (1) | 74,400 | $ | 12.86 | 26 | (2) | |
Total | 74,400 | $ | 12.86 | 26 |
(1) | The Second Amended and Restated Ferrellgas Unit Option Plan did not require approval by the security holders. |
(2) | This number may be increased upon the occurrence of particular events. See narrative below. |
• | develop a proprietary interest in our growth and performance; |
• | generate an increased incentive to contribute to our future success and prosperity, thereby enhancing our value for the benefit of our common unitholders; and |
• | enhance our ability to attract and retain key individuals who are essential to our progress, growth and profitability, by giving these individuals the opportunity to acquire our common units. |
• | designate the employees who are to be participants in the plan; |
• | determine the number of unit options to be granted to an employee; |
• | determine the terms and conditions of any unit option; |
• | interpret, construe and administer the plan and any instrument or agreement relating to a unit option granted under the plan; |
• | establish, amend, suspend, or waive such rules and regulations and appoint such agents as it deems appropriate for the proper administration of the plan; |
• | make a determination as to the right of any person to receive payment of (or with respect to) a unit option; and |
• | make any other determinations and take any other actions that the administrator deems necessary or desirable for the administration of the plan. |
ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. |
Common unit ownership at July 31, 2013 | Distributions paid during the year ended July 31, 2013 (in thousands) | |||
Ferrell Companies (1) | 21,469,664 | 42,939 | ||
FCI Trading Corp. (2) | 195,686 | 392 | ||
Ferrell Propane, Inc. (3) | 51,204 | 104 | ||
James E. Ferrell (4) | 4,358,475 | 8,717 |
(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. |
ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES. |
(in thousands) | 2013 | 2012 | |||||
Audit fees (1) | $ | 720 | $ | 1,585 | |||
Audit-related fees (2) | 23 | 12 | |||||
Tax fees (3) | — | 420 | |||||
All other fees (4) | — | 10 | |||||
Total | $ | 743 | $ | 2,027 |
(1) | Audit fees consist of the aggregate fees billed for each of the last two fiscal years for professional services rendered by Grant Thornton LLP for fiscal 2013 and Deloitte & Touche LLP for fiscal 2012 in connection with the audit of our annual financial statements and the review of financial statements included in our quarterly reports on Form 10-Q. In addition, these fees also covered those services that are normally provided by an accountant in connection with statutory and regulatory filings or engagements and services related to the audit of our internal controls over financial reporting. |
(2) | Audit-related fees consist of the aggregate fees billed in each of the last two fiscal years for assurance and related services by Grant Thornton LLP for fiscal 2013 and Deloitte & Touche LLP for fiscal 2012 that we believe are reasonably related to the performance of the audit or review of our financial statements and that would not normally be reported under Item 9(e)(1) of Schedule 14A. These services generally consisted of comfort letters, consents, financial accounting, reporting consultations and audits of our benefit plans. |
(3) | Tax fees consist of the aggregate fees billed in fiscal 2012 for professional services rendered by Deloitte Tax for the preparation of Schedule K-1’s for unitholders. |
(4) | All other fees consist of the aggregate fees billed in each of the last two fiscal years for products and services provided by Grant Thornton for fiscal 2013 and Deloitte & Touche LLP for fiscal 2012, other than the services that would normally be reported in Items 9(e)(1) through 9(e)(3) of Schedule 14A. These services for fiscal 2012 consisted of subscription fees related to a web-based research tool provided by Deloitte LLP. There were no such fees incurred in fiscal 2013. |
See "Index to Financial Statements" set forth on page F-1. | |
See "Index to Financial Statement Schedules" set forth on page S-1. | |
See "Index to Exhibits" set forth on page E-1. |
FERRELLGAS PARTNERS, L.P. | |
By Ferrellgas, Inc. (General Partner) | |
By | /s/ Stephen L. Wambold |
Stephen L. Wambold | |
Chief Executive Officer and President |
Signature | Title | Date | ||
/s/ James E. Ferrell | Chairman of the Board of Directors | 9/26/2013 | ||
James E. Ferrell | ||||
/s/ Pamela A. Breuckmann | Director | 9/26/2013 | ||
Pamela A. Breuckmann | ||||
/s/ A. Andrew Levison | Director | 9/26/2013 | ||
A. Andrew Levison | ||||
/s/ John R. Lowden | Director | 9/26/2013 | ||
John R. Lowden | ||||
/s/ Michael F. Morrissey | Director | 9/26/2013 | ||
Michael F. Morrissey | ||||
/s/ Daniel G. Kaye | Director | 9/26/2013 | ||
Daniel G. Kaye | ||||
/s/ Stephen L. Wambold | Chief Executive Officer and President (Principal Executive Officer) and Director | 9/26/2013 | ||
Stephen L. Wambold | ||||
/s/ J. Ryan VanWinkle | Executive Vice President and Chief Financial Officer; Treasurer (Principal Financial and Accounting Officer) | 9/26/2013 | ||
J. Ryan VanWinkle |
FERRELLGAS PARTNERS FINANCE CORP. | |
By | /s/ Stephen L. Wambold |
Stephen L. Wambold | |
Chief Executive Officer and President |
Signature | Title | Date | ||
/s/ Stephen L. Wambold | Chief Executive Officer and President (Principal Executive Officer) and Director | 9/26/2013 | ||
Stephen L. Wambold | ||||
/s/ J. Ryan VanWinkle | Executive Vice President and Chief Financial Officer; Treasurer (Principal Financial and Accounting Officer) | 9/26/2013 | ||
J. Ryan VanWinkle |
FERRELLGAS, L.P. | |
By Ferrellgas, Inc. (General Partner) | |
By | /s/ Stephen L. Wambold |
Stephen L. Wambold | |
Chief Executive Officer and President |
Signature | Title | Date | ||
/s/ James E. Ferrell | Chairman of the Board of Directors | 9/26/2013 | ||
James E. Ferrell | ||||
/s/ Pamela A. Breuckmann | Director | 9/26/2013 | ||
Pamela A. Breuckmann | ||||
/s/ A. Andrew Levison | Director | 9/26/2013 | ||
A. Andrew Levison | ||||
/s/ John R. Lowden | Director | 9/26/2013 | ||
John R. Lowden | ||||
/s/ Michael F. Morrissey | Director | 9/26/2013 | ||
Michael F. Morrissey | ||||
/s/ Daniel G. Kaye | Director | 9/26/2013 | ||
Daniel G. Kaye | ||||
/s/ Stephen L. Wambold | Chief Executive Officer and President (Principal Executive Officer) and Director | 9/26/2013 | ||
Stephen L. Wambold | ||||
/s/ J. Ryan VanWinkle | Executive Vice President and Chief Financial Officer; Treasurer (Principal Financial and Accounting Officer) | 9/26/2013 | ||
J. Ryan VanWinkle |
FERRELLGAS FINANCE CORP. | |
By | /s/ Stephen L. Wambold |
Stephen L. Wambold | |
Chief Executive Officer and President |
Signature | Title | Date | ||
/s/ Stephen L. Wambold | Chief Executive Officer and President (Principal Executive Officer) and Director | 9/26/2013 | ||
Stephen L. Wambold | ||||
/s/ J. Ryan VanWinkle | Executive Vice President and Chief Financial Officer; Treasurer (Principal Financial and Accounting Officer) | 9/26/2013 | ||
J. Ryan VanWinkle | ||||
INDEX TO FINANCIAL STATEMENTS | ||
Page | ||
Ferrellgas Partners, L.P. and Subsidiaries | ||
Ferrellgas Partners Finance Corp. | ||
Ferrellgas, L.P. and Subsidiaries | ||
Ferrellgas Finance Corp. | ||
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES | ||||||||
CONSOLIDATED BALANCE SHEETS | ||||||||
(in thousands, except unit data) | ||||||||
July 31, | ||||||||
ASSETS | 2013 | 2012 | ||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 6,464 | $ | 8,429 | ||||
Accounts and notes receivable (including $130,025 and $121,812 of accounts receivable pledged as collateral at 2013 and 2012, respectively, and net of allowance for doubtful accounts of $3,607 and $3,812 at 2013 and 2012, respectively) | 131,791 | 124,004 | ||||||
Inventories | 117,116 | 127,598 | ||||||
Prepaid expenses and other current assets | 25,608 | 29,315 | ||||||
Total current assets | 280,979 | 289,346 | ||||||
Property, plant and equipment, net | 589,727 | 626,551 | ||||||
Goodwill | 253,362 | 248,944 | ||||||
Intangible assets, net | 189,516 | 189,118 | ||||||
Other assets, net | 42,444 | 43,320 | ||||||
Total assets | $ | 1,356,028 | $ | 1,397,279 | ||||
LIABILITIES AND PARTNERS' DEFICIT | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 49,128 | $ | 47,824 | ||||
Short-term borrowings | 50,054 | 95,730 | ||||||
Collateralized note payable | 82,000 | 74,000 | ||||||
Other current liabilities | 121,102 | 122,667 | ||||||
Total current liabilities | 302,284 | 340,221 | ||||||
Long-term debt | 1,106,940 | 1,059,085 | ||||||
Other liabilities | 33,431 | 25,499 | ||||||
Contingencies and commitments (Note M) | ||||||||
Partners' deficit: | ||||||||
Common unitholders (79,072,819 and 79,006,619 units outstanding at 2013 and 2012, respectively) | (28,931 | ) | 43,701 | |||||
General partner unitholder (798,715 and 798,047 units outstanding at 2013 and 2012, respectively) | (60,362 | ) | (59,630 | ) | ||||
Accumulated other comprehensive income (loss) | 1,697 | (13,159 | ) | |||||
Total Ferrellgas Partners, L.P. partners' deficit | (87,596 | ) | (29,088 | ) | ||||
Noncontrolling interest | 969 | 1,562 | ||||||
Total partners' deficit | (86,627 | ) | (27,526 | ) | ||||
Total liabilities and partners' deficit | $ | 1,356,028 | $ | 1,397,279 | ||||
See notes to consolidated financial statements. |
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES | ||||||||||||
CONSOLIDATED STATEMENTS OF EARNINGS | ||||||||||||
(in thousands, except per unit data) | ||||||||||||
For the year ended July 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Revenues: | ||||||||||||
Propane and other gas liquids sales | $ | 1,739,267 | $ | 2,160,945 | $ | 2,212,257 | ||||||
Other | 236,200 | 178,147 | 210,958 | |||||||||
Total revenues | 1,975,467 | 2,339,092 | 2,423,215 | |||||||||
Costs and expenses: | ||||||||||||
Cost of product sold - propane and other gas liquids sales | 1,092,261 | 1,601,886 | 1,609,344 | |||||||||
Cost of product sold - other | 144,456 | 95,323 | 124,470 | |||||||||
Operating expense (includes $2.4 million, $2.7 million and $3.8 million for the years ended July 31, 2013, 2012 and 2011, respectively, for non- cash stock and unit-based compensation) | 412,450 | 401,727 | 411,038 | |||||||||
Depreciation and amortization expense | 83,344 | 83,841 | 82,486 | |||||||||
General and administrative expense (includes $11.2 million, $6.1 million and $9.7 million for the years ended July 31, 2013, 2012 and 2011, respectively, for non-cash stock and unit-based compensation) | 53,181 | 43,212 | 61,891 | |||||||||
Equipment lease expense | 15,983 | 14,648 | 14,435 | |||||||||
Non-cash employee stock ownership plan compensation charge | 15,769 | 9,440 | 10,157 | |||||||||
Loss on disposal of assets | 10,421 | 6,035 | 3,633 | |||||||||
Operating income | 147,602 | 82,980 | 105,761 | |||||||||
Interest expense | (89,145 | ) | (93,254 | ) | (101,885 | ) | ||||||
Loss on extinguishment of debt | — | — | (46,962 | ) | ||||||||
Other income, net | 565 | 506 | 567 | |||||||||
Earnings (loss) before income taxes | 59,022 | (9,768 | ) | (42,519 | ) | |||||||
Income tax expense | 1,855 | 1,128 | 1,241 | |||||||||
Net earnings (loss) | 57,167 | (10,896 | ) | (43,760 | ) | |||||||
Net earnings (loss) attributable to noncontrolling interest | 741 | 56 | (112 | ) | ||||||||
Net earnings (loss) attributable to Ferrellgas Partners, L.P. | 56,426 | (10,952 | ) | (43,648 | ) | |||||||
Less: General partner's interest in net earnings (loss) | 564 | (110 | ) | (436 | ) | |||||||
Common unitholders' interest in net earnings (loss) | $ | 55,862 | $ | (10,842 | ) | $ | (43,212 | ) | ||||
Basic and diluted net earnings (loss) per common unitholders' interest | $ | 0.71 | $ | (0.14 | ) | $ | (0.60 | ) | ||||
Cash distributions declared per common unit | $ | 2.00 | $ | 2.00 | $ | 2.00 | ||||||
See notes to consolidated financial statements. |
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES | ||||||||||||
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||||||||||||
(in thousands) | ||||||||||||
For the year ended July 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Net earnings (loss) | $ | 57,167 | $ | (10,896 | ) | $ | (43,760 | ) | ||||
Cumulative effect of accounting change | — | — | 1,255 | |||||||||
Other comprehensive income (loss) | ||||||||||||
Change in value on risk management derivatives | 4,252 | (25,068 | ) | 22,676 | ||||||||
Reclassification of gains and losses of derivatives to earnings | 10,613 | 7,108 | (17,358 | ) | ||||||||
Foreign currency translation adjustment | (147 | ) | (52 | ) | 2 | |||||||
Pension liability adjustment | 290 | 38 | (220 | ) | ||||||||
Other comprehensive income (loss) | 15,008 | (17,974 | ) | 5,100 | ||||||||
Comprehensive income (loss) | 72,175 | (28,870 | ) | (37,405 | ) | |||||||
Less: comprehensive income (loss) attributable to noncontrolling interest | (893 | ) | 126 | 47 | ||||||||
Comprehensive income (loss) attributable to Ferrellgas Partners, LP | $ | 71,282 | $ | (28,744 | ) | $ | (37,358 | ) | ||||
See notes to consolidated financial statements. |
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES | |||||||||||||||||||||||||||||
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (DEFICIT) | |||||||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||||||
Number of units | Accumulated | Total Ferrellgas Partners, L.P. | Total | ||||||||||||||||||||||||||
Common unitholders | General Partner unitholder | Common unitholders | General Partner unitholder | other comprehensive income (loss) | partners' capital (deficit) | Non-controlling interest | partners' capital (deficit) | ||||||||||||||||||||||
Balance at July 31, 2010 | 69,521.8 | 702.2 | $ | 141,281 | $ | (58,644 | ) | $ | (415 | ) | $ | 82,222 | $ | 3,680 | $ | 85,902 | |||||||||||||
Contributions in connection with non-cash ESOP and stock and unit-based compensation charges | — | — | 23,171 | 235 | 23,406 | 239 | 23,645 | ||||||||||||||||||||||
Distributions | — | — | (143,552 | ) | (1,450 | ) | (145,002 | ) | (2,783 | ) | (147,785 | ) | |||||||||||||||||
Common units issued in connection with acquisitions | 122.6 | 1.2 | 2,940 | 29 | 2,969 | 30 | 2,999 | ||||||||||||||||||||||
Exercise of common unit options | 46.9 | 0.5 | 544 | 6 | 550 | 3 | 553 | ||||||||||||||||||||||
Common units issued in offering, net of issuance costs | 6,275.1 | 63.4 | 157,212 | 1,588 | 158,800 | 1,608 | 160,408 | ||||||||||||||||||||||
Net loss | (43,212 | ) | (436 | ) | (43,648 | ) | (112 | ) | (43,760 | ) | |||||||||||||||||||
Cumulative effect of change in accounting principle | 1,230 | 12 | 1,242 | 13 | 1,255 | ||||||||||||||||||||||||
Other comprehensive income | 5,048 | 5,048 | 52 | 5,100 | |||||||||||||||||||||||||
Balance at July 31, 2011 | 75,966.4 | 767.3 | 139,614 | (58,660 | ) | 4,633 | 85,587 | 2,730 | 88,317 | ||||||||||||||||||||
Contributions in connection with non-cash ESOP and stock and unit-based compensation charges | — | — | 17,918 | 181 | 18,099 | 184 | 18,283 | ||||||||||||||||||||||
Distributions | — | — | (154,955 | ) | (1,565 | ) | (156,520 | ) | (1,757 | ) | (158,277 | ) | |||||||||||||||||
Common units issued in connection with acquisitions | 68.2 | 0.7 | 1,300 | 13 | 1,313 | 13 | 1,326 | ||||||||||||||||||||||
Exercise of common unit options | 76.6 | 0.7 | 891 | 9 | 900 | 8 | 908 | ||||||||||||||||||||||
Common units issued in offering, net of issuance costs | 2,895.4 | 29.3 | 49,775 | 502 | 50,277 | 510 | 50,787 | ||||||||||||||||||||||
Net loss | (10,842 | ) | (110 | ) | (10,952 | ) | 56 | (10,896 | ) | ||||||||||||||||||||
Other comprehensive loss | (17,792 | ) | (17,792 | ) | (182 | ) | (17,974 | ) | |||||||||||||||||||||
Balance at July 31, 2012 | 79,006.6 | 798.0 | 43,701 | (59,630 | ) | (13,159 | ) | (29,088 | ) | 1,562 | (27,526 | ) | |||||||||||||||||
Contributions in connection with non-cash ESOP and stock and unit-based compensation charges | — | — | 28,728 | 291 | 29,019 | 295 | 29,314 | ||||||||||||||||||||||
Distributions | — | — | (158,086 | ) | (1,596 | ) | (159,682 | ) | (1,790 | ) | (161,472 | ) | |||||||||||||||||
Exercise of common unit options | 66.2 | 0.7 | 864 | 9 | 873 | 9 | 882 | ||||||||||||||||||||||
Net earnings | 55,862 | 564 | 56,426 | 741 | 57,167 | ||||||||||||||||||||||||
Other comprehensive income | 14,856 | 14,856 | 152 | 15,008 | |||||||||||||||||||||||||
Balance at July 31, 2013 | 79,072.8 | 798.7 | $ | (28,931 | ) | $ | (60,362 | ) | $ | 1,697 | $ | (87,596 | ) | $ | 969 | $ | (86,627 | ) | |||||||||||
See notes to consolidated financial statements. |
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES | |||||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||||||
(in thousands) | |||||||||||
For the year ended July 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Cash flows from operating activities: | |||||||||||
Net earnings (loss) | $ | 57,167 | $ | (10,896 | ) | $ | (43,760 | ) | |||
Reconciliation of net earnings (loss) to net cash provided by operating activities: | |||||||||||
Depreciation and amortization expense | 83,344 | 83,841 | 82,486 | ||||||||
Non-cash employee stock ownership plan compensation charge | 15,769 | 9,440 | 10,157 | ||||||||
Non-cash stock and unit-based compensation charge | 13,545 | 8,843 | 13,488 | ||||||||
Loss on disposal of assets | 10,421 | 6,035 | 3,633 | ||||||||
Loss on extinguishment of debt | — | — | 27,463 | ||||||||
Provision for doubtful accounts | 2,066 | 4,822 | 6,212 | ||||||||
Deferred tax expense | 133 | 913 | 751 | ||||||||
Other | 4,520 | 2,327 | 4,362 | ||||||||
Changes in operating assets and liabilities, net of effects from business acquisitions: | |||||||||||
Accounts and notes receivable, net of securitization | (5,901 | ) | 30,497 | (28,732 | ) | ||||||
Inventories | 15,869 | 8,541 | 30,772 | ||||||||
Prepaid expenses and other current assets | 6,157 | (8,507 | ) | (4,325 | ) | ||||||
Accounts payable | 508 | (19,143 | ) | 18,613 | |||||||
Accrued interest expense | (150 | ) | 166 | (633 | ) | ||||||
Other current liabilities | 6,369 | 7,969 | (3,365 | ) | |||||||
Other liabilities | 303 | (445 | ) | 439 | |||||||
Net cash provided by operating activities | 210,120 | 124,403 | 117,561 | ||||||||
Cash flows from investing activities: | |||||||||||
Business acquisitions, net of cash acquired | (37,186 | ) | (10,387 | ) | (7,298 | ) | |||||
Capital expenditures | (40,910 | ) | (49,303 | ) | (49,759 | ) | |||||
Proceeds from sale of assets | 9,980 | 5,742 | 5,994 | ||||||||
Net cash used in investing activities | (68,116 | ) | (53,948 | ) | (51,063 | ) | |||||
Cash flows from financing activities: | |||||||||||
Distributions | (159,682 | ) | (156,520 | ) | (145,002 | ) | |||||
Proceeds from increase in long-term debt | 58,356 | 49,697 | 564,807 | ||||||||
Payments on long-term debt | (3,912 | ) | (52,885 | ) | (650,285 | ) | |||||
Net additions to (reductions in) short-term borrowings | (45,676 | ) | 30,803 | (2,276 | ) | ||||||
Net additions to collateralized short-term borrowings | 8,000 | 13,000 | 14,000 | ||||||||
Cash paid for financing costs | — | (3,607 | ) | (9,886 | ) | ||||||
Noncontrolling interest activity | (1,781 | ) | (1,239 | ) | (1,172 | ) | |||||
Proceeds from exercise of common unit options | 864 | 891 | 544 | ||||||||
Proceeds from equity offering, net of issuance costs of $62 and $300 for the years ended July 31, 2012 and 2011, respectively | — | 49,938 | 157,212 | ||||||||
Cash contribution from general partner in connection with common unit issuances | 9 | 511 | 1,594 | ||||||||
Net cash used in financing activities | (143,822 | ) | (69,411 | ) | (70,464 | ) | |||||
Effect of exchange rate changes on cash | (147 | ) | (52 | ) | 2 | ||||||
Increase (decrease) in cash and cash equivalents | (1,965 | ) | 992 | (3,964 | ) | ||||||
Cash and cash equivalents - beginning of year | 8,429 | 7,437 | 11,401 | ||||||||
Cash and cash equivalents - end of year | $ | 6,464 | $ | 8,429 | $ | 7,437 | |||||
See notes to consolidated financial statements. |
For the year ended July 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
CASH PAID FOR: | |||||||||||
Interest | $ | 84,030 | $ | 88,696 | $ | 94,553 | |||||
Income taxes | $ | 550 | $ | 764 | $ | 591 | |||||
NON-CASH INVESTING ACTIVITIES: | |||||||||||
Issuance of common units in connection with acquisitions | $ | — | $ | 1,300 | $ | 2,940 | |||||
Liabilities incurred in connection with acquisitions | $ | 2,035 | $ | 2,321 | $ | 2,290 | |||||
Change in accruals for property, plant and equipment additions | $ | 533 | $ | 233 | $ | 807 |
• | Level 1: Quoted prices in active markets for identical assets or liabilities. |
• | Level 2: Quoted prices in active markets for similar assets or liabilities; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets. |
• | Level 3: Valuations derived from valuation techniques in which one or more significant inputs are unobservable. |
For the year ended July 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Current expense | $ | 1,722 | $ | 215 | $ | 490 | ||||||
Deferred expense | 133 | 913 | 751 | |||||||||
Income tax expense | $ | 1,855 | $ | 1,128 | $ | 1,241 |
July 31, | ||||||||
2013 | 2012 | |||||||
Deferred tax assets | $ | 1,367 | $ | 1,158 | ||||
Deferred tax liabilities | (4,602 | ) | (4,241 | ) | ||||
Net deferred tax liability | $ | (3,235 | ) | $ | (3,083 | ) |
• | Capitol City Propane, based in California, acquired September 2012; |
• | Flores Gas, based in Texas, acquired October 2012; |
• | IGS Propane, based in Connecticut, acquired December 2012; |
• | Mr. Bar-B-Q, based in New York, acquired March 2013; and |
• | Western Petroleum, based in Utah, acquired April 2013. |
• | Economy Propane, based in California, acquired September 2011; |
• | Federal Petroleum Company, based in Texas, acquired October 2011; |
• | Polar Gas Company, based in Wisconsin, acquired November 2011; |
• | Welch Propane, based in Texas, acquired November 2011; and |
• | Rio Grande Valley Gas, based in Texas, acquired January 2012. |
• | Beatty’s Gas, based in Pennsylvania, acquired October 2010; |
• | Kings River Propane, based in California, acquired December 2010; |
• | Bennett Gas Company, based in Georgia, acquired December 2010; |
• | Ram Propane, based in Wyoming, acquired March 2011; and |
• | Williams Panhandle Propane, based in Florida, acquired July 2011. |
For the year ended July 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Cash payments | $ | 37,186 | $ | 10,387 | $ | 7,298 | ||||||
Issuance of liabilities and other costs and considerations | 2,035 | 2,347 | 2,348 | |||||||||
Common units, net of issuance costs | — | 1,300 | 2,940 | |||||||||
Aggregate fair value of transactions | $ | 39,221 | $ | 14,034 | $ | 12,586 |
For the year ended July 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Working capital | $ | 7,302 | $ | — | $ | — | ||||||
Customer tanks, buildings, land and other | 5,155 | 7,454 | 7,746 | |||||||||
Goodwill | 4,640 | — | 5 | |||||||||
Customer lists | 12,211 | 5,574 | 3,151 | |||||||||
Non-compete agreements | 944 | 1,006 | 1,684 | |||||||||
Other intangibles and other | 5,678 | — | — | |||||||||
Trade names & trademarks | 3,291 | — | — | |||||||||
Aggregate fair value of transactions | $ | 39,221 | $ | 14,034 | $ | 12,586 |
2013 | 2012 | |||||||
Propane gas and related products | $ | 94,946 | $ | 110,517 | ||||
Appliances, parts and supplies | 22,170 | 17,081 | ||||||
Inventories | $ | 117,116 | $ | 127,598 |
Estimated useful lives | 2013 | 2012 | |||||||
Land | Indefinite | $ | 30,978 | $ | 31,229 | ||||
Land improvements | 2-20 | 12,021 | 11,418 | ||||||
Buildings and improvements | 20 | 67,050 | 67,027 | ||||||
Vehicles, including transport trailers | 8-20 | 101,224 | 102,374 | ||||||
Bulk equipment and district facilities | 5-30 | 107,835 | 109,050 | ||||||
Tanks, cylinders and customer equipment | 2-30 | 767,365 | 782,293 | ||||||
Computer and office equipment | 2-5 | 117,718 | 116,916 | ||||||
Construction in progress | n/a | 3,077 | 3,421 | ||||||
1,207,268 | 1,223,728 | ||||||||
Less: accumulated depreciation | 617,541 | 597,177 | |||||||
Property, plant and equipment, net | $ | 589,727 | $ | 626,551 |
2013 | 2012 | |||||||
Accrued interest | $ | 19,795 | $ | 19,945 | ||||
Accrued payroll | 30,295 | 16,495 | ||||||
Customer deposits and advances | 20,420 | 28,842 | ||||||
Other | 50,592 | 57,385 | ||||||
Other current liabilities | $ | 121,102 | $ | 122,667 |
For the year ended July 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Operating expense | $ | 181,932 | $ | 177,903 | $ | 183,899 | ||||||
Depreciation and amortization expense | 5,744 | 6,545 | 6,063 | |||||||||
Equipment lease expense | 14,028 | 12,841 | 12,823 | |||||||||
$ | 201,704 | $ | 197,289 | $ | 202,785 |
2013 | 2012 | ||||||
Accounts receivable pledged as collateral | $ | 130,025 | $ | 121,812 | |||
Accounts receivable | 4,867 | 5,788 | |||||
Other | 506 | 216 | |||||
Less: Allowance for doubtful accounts | (3,607 | ) | (3,812 | ) | |||
Accounts and notes receivable, net | $ | 131,791 | $ | 124,004 |
July 31, 2013 | July 31, 2012 | |||||||||||||||||||||||
Gross Carrying Amount | Accumulated Amortization | Net | Gross Carrying Amount | Accumulated Amortization | Net | |||||||||||||||||||
Goodwill, net | $ | 253,362 | $ | — | $ | 253,362 | $ | 248,944 | $ | — | $ | 248,944 | ||||||||||||
Intangible assets, net | ||||||||||||||||||||||||
Amortized intangible assets | ||||||||||||||||||||||||
Customer lists | $ | 416,620 | $ | (302,179 | ) | $ | 114,441 | $ | 404,409 | $ | (282,848 | ) | $ | 121,561 | ||||||||||
Non-compete agreements | 47,974 | (40,994 | ) | 6,980 | 47,030 | (39,153 | ) | 7,877 | ||||||||||||||||
Other | 9,172 | (3,445 | ) | 5,727 | 3,507 | (2,892 | ) | 615 | ||||||||||||||||
473,766 | (346,618 | ) | 127,148 | 454,946 | (324,893 | ) | 130,053 | |||||||||||||||||
Unamortized intangible assets | ||||||||||||||||||||||||
Trade names & trademarks | 62,368 | 62,368 | 59,065 | 59,065 | ||||||||||||||||||||
Total intangible assets, net | $ | 536,134 | $ | (346,618 | ) | $ | 189,516 | $ | 514,011 | $ | (324,893 | ) | $ | 189,118 |
Balance July 31, 2011 | $ | 248,944 | |
Acquisitions | — | ||
Balance July 31, 2012 | 248,944 | ||
Acquisitions | 4,640 | ||
Other | $ | (222 | ) |
Balance July 31, 2013 | $ | 253,362 |
Aggregate amortization expense related to intangible assets, net: | |||
For the year ended July 31, | |||
2013 | $ | 21,725 | |
2012 | 21,604 | ||
2011 | 23,766 |
Estimated amortization expense: | |||
For the year ended July 31, | |||
2014 | $ | 19,586 | |
2015 | 16,758 | ||
2016 | 16,587 | ||
2017 | 16,012 | ||
2018 | 13,457 |
2013 | 2012 | |||||||
Senior notes | ||||||||
Fixed rate, 6.50%, due 2021 (1) | $ | 500,000 | $ | 500,000 | ||||
Fixed rate, 9.125%, due 2017, net of unamortized discount of $2,556 and $3,036 at July 31, 2013 and 2012, respectively (2) | 297,444 | 296,964 | ||||||
Fixed rate, 8.625%, due 2020 (3) | 182,000 | 182,000 | ||||||
Fair value adjustments related to interest rate swaps | (1,657 | ) | 7,784 | |||||
Secured credit facility | ||||||||
Variable interest rate, expiring September 2016 (net of $50.1 million and $95.7 million classified as short-term borrowings at July 31, 2013 and 2012, respectively) | 121,346 | 64,270 | ||||||
Notes payable | ||||||||
9.1% and 9.1% weighted average interest rate at July 31, 2013 and 2012, respectively, due 2012 to 2020, net of unamortized discount of $2,392 and $2,727 at July 31, 2013 and 2012, respectively | 10,898 | 10,588 | ||||||
1,110,031 | 1,061,606 | |||||||
Less: current portion, included in other current liabilities on the consolidated balance sheets | 3,091 | 2,521 | ||||||
Long-term debt | $ | 1,106,940 | $ | 1,059,085 |
(1) | On November 24, 2010, the operating partnership issued $500.0 million in aggregate principal amount of 6.50% senior notes due 2021 at an offering price equal to par. The operating partnership received $491.3 million of net proceeds after deducting expenses of the offering. These proceeds were used to redeem all of its $450.0 million 6.75% fixed rate senior notes due 2014, to fund the related $11.1 million make-whole payments and to pay $2.4 million of accrued interest. The remaining proceeds were used to reduce outstanding indebtedness under the secured credit facility. This debt redemption transaction also resulted in $25.3 million of non-cash write-offs of unamortized discount on debt and related capitalized debt costs. These notes are general unsecured senior obligations of the operating partnership and are effectively junior to all future senior secured indebtedness of the operating partnership, to the extent of the value of the assets securing the debt, and are structurally subordinated to all existing and future indebtedness and obligations of the operating partnership. The senior notes bear interest from the date of issuance, payable semi-annually in arrears on May 1 and November 1 of each year. The outstanding principal amount is due on May 1, 2021. The operating partnership would incur prepayment penalties if it were to repay the notes prior to 2019. On July 7, 2011, the operating partnership completed an offer to exchange $500.0 million principal amount of 6.50% senior notes due 2021, which have been registered under the Securities Act of 1933, as amended, for a like principal amount of their outstanding and unregistered notes which were issued on November 24, 2010. |
(2) | On September 14, 2009, the operating partnership issued $300.0 million of its fixed rate senior notes with a debt discount of $4.2 million that will be amortized to interest expense through 2017. These notes are senior unsecured obligations of the operating partnership and rank on an equal basis in right of payment with all senior indebtedness of the operating partnership, are senior to all subordinated indebtedness of the operating partnership and are junior to all secured indebtedness of the operating partnership. The senior notes bear interest from the date of issuance, payable semi-annually in arrears on April 1 and October 1 of each year. The outstanding principal amount is due on October 1, 2017. The operating partnership would incur prepayment penalties if it were to repay the notes prior to 2015. |
(3) | On April 13, 2010, Ferrellgas Partners issued $280.0 million of its fixed rate senior notes. The senior notes bear interest from the date of issuance, payable semi-annually in arrears on June 15 and December 15 of each year. Ferrellgas Partners would incur prepayment penalties if it were to repay the notes prior to 2018. During March 2011, Ferrellgas Partners redeemed $98.0 million of these fixed rate senior notes, paid an $8.4 million make-whole payment and paid $2.4 million of accrued interest. This debt redemption transaction also resulted in $2.2 million of non-cash write-offs of related capitalized debt costs. |
• | 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 1.00% to 2.00% (as of July 31, 2013 and 2012, the margin was 1.75% and 2.00%, respectively); or |
• | for Eurodollar Rate Loans, the Eurodollar Rate, which is defined as the LIBOR Rate plus a margin varying from 2.00% to 3.00% (as of July 31, 2013 and 2012, the margin was 2.75% and 3.00%, respectively). |
For the fiscal year ending July 31, | Scheduled annual principal payments | ||
2014 | $ | 3,091 | |
2015 | 2,879 | ||
2016 | 2,757 | ||
2017 | 123,782 | ||
2018 | 300,894 | ||
Thereafter | 683,233 | ||
Total | $ | 1,116,636 |
2013 | 2012 | |||||
Public common unitholders (1) | 52,997,790 | 52,931,590 | ||||
Ferrell Companies (2) | 21,469,664 | 21,469,664 | ||||
FCI Trading Corp. (3) | 195,686 | 195,686 | ||||
Ferrell Propane, Inc. (4) | 51,204 | 51,204 | ||||
James E. Ferrell (5) | 4,358,475 | 4,358,475 |
(1) | These common units are listed on the New York Stock Exchange under the symbol “FGP.” |
(2) | Ferrell Companies is the owner of the general partner and a 27.2% direct owner of Ferrellgas Partner’s common units and thus a related party. Ferrell Companies also beneficially owns 195,686 and 51,204 common units of Ferrellgas Partners held by FCI Trading Corp. (“FCI Trading”) and Ferrell Propane, Inc. (“Ferrell Propane”), respectively, bringing Ferrell Companies’ total beneficial ownership to 27.5%. |
(3) | FCI Trading is an affiliate of the general partner and thus a related party. |
(4) | Ferrell Propane is controlled by the general partner and thus a related party. |
(5) | James E. Ferrell (“Mr. Ferrell”) is the Chairman of the Board of Directors of the general partner and a related party. |
For the year ended July 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Public common unitholders | $ | 105,934 | $ | 104,192 | $ | 94,188 | ||||||
Ferrell Companies | 42,939 | 41,550 | 40,160 | |||||||||
FCI Trading Corp. | 392 | 392 | 392 | |||||||||
Ferrell Propane, Inc. | 104 | 104 | 104 | |||||||||
James E. Ferrell | 8,717 | 8,717 | 8,708 | |||||||||
General partner | 1,596 | 1,565 | 1,450 | |||||||||
$ | 159,682 | $ | 156,520 | $ | 145,002 |
Ferrell Companies | $ | 10,735 | |
FCI Trading Corp. | 98 | ||
Ferrell Propane, Inc. | 26 | ||
James E. Ferrell | 2,179 | ||
General partner | 399 |
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 | |||||||||||||
July 31, 2013: | ||||||||||||||||
Assets: | ||||||||||||||||
Derivative financial instruments: | ||||||||||||||||
Interest rate swap agreements | $ | — | $ | 3,783 | $ | — | $ | 3,783 | ||||||||
Commodity derivatives propane swaps | $ | — | $ | 2,532 | $ | — | $ | 2,532 | ||||||||
Liabilities: | ||||||||||||||||
Derivative financial instruments: | ||||||||||||||||
Interest rate swap agreements | $ | — | $ | (4,998 | ) | $ | — | $ | (4,998 | ) | ||||||
Commodity derivatives propane swaps | $ | — | $ | (907 | ) | $ | — | $ | (907 | ) | ||||||
July 31, 2012: | ||||||||||||||||
Assets: | ||||||||||||||||
Derivative financial instruments: | ||||||||||||||||
Interest rate swap agreements | $ | — | $ | 7,784 | $ | — | $ | 7,784 | ||||||||
Commodity derivatives propane swaps | $ | — | $ | 1,049 | $ | — | $ | 1,049 | ||||||||
Liabilities: | ||||||||||||||||
Derivative financial instruments: | ||||||||||||||||
Interest rate swap agreements | $ | — | $ | (1,778 | ) | $ | — | $ | (1,778 | ) | ||||||
Commodity derivatives propane swaps | $ | — | $ | (12,069 | ) | $ | — | $ | (12,069 | ) |
July 31, 2013 | ||||||||||||
Asset Derivatives | Liability Derivatives | |||||||||||
Derivative Instrument | Location | Fair value | Location | Fair value | ||||||||
Commodity derivatives propane swaps | Prepaid expenses and other current assets | $ | 1,400 | Other current liabilities | $ | 569 | ||||||
Commodity derivatives propane swaps | Other assets, net | 1,132 | Other liabilities | 338 | ||||||||
Interest rate swap agreements, current portion | Prepaid expenses and other current assets | 3,341 | Other current liabilities | — | ||||||||
Interest rate swap agreements, noncurrent portion | Other assets, net | 442 | Other liabilities | 4,998 | ||||||||
Total | $ | 6,315 | Total | $ | 5,905 | |||||||
July 31, 2012 | ||||||||||||
Asset Derivatives | Liability Derivatives | |||||||||||
Derivative Instrument | Location | Fair value | Location | Fair value | ||||||||
Commodity derivatives propane swaps | Prepaid expenses and other current assets | $ | 1,049 | Other current liabilities | $ | 12,069 | ||||||
Interest rate swap agreements, current portion | Prepaid expenses and other current assets | 3,346 | Other current liabilities | — | ||||||||
Interest rate swap agreements, noncurrent portion | Other assets, net | 4,438 | Other liabilities | 1,778 | ||||||||
Total | $ | 8,833 | Total | $ | 13,847 |
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 year ended July 31, | For the year ended July 31, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||
Interest rate swap agreements | Interest expense | $ | 3,205 | $ | 757 | $ | (21,875 | ) | $ | (21,875 | ) |
For the year ended July 31, 2013 | ||||||||||
Derivative Instrument | Amount of Gain (Loss) Recognized in AOCI on Derivative | Location of Gain (Loss) Reclassified from AOCI into Income | Amount of Gain (Loss) Reclassified from AOCI into Income | |||||||
Commodity derivatives propane swaps | $ | 2,032 | Cost of product sold- propane and other gas liquids sales | $ | (10,613 | ) | ||||
Interest rate swap agreements | 2,220 | Interest expense | — | |||||||
$ | 4,252 | $ | (10,613 | ) |
For the year ended July 31, 2012 | ||||||||||
Derivative Instrument | Amount of Gain (Loss) Recognized in AOCI on Derivative | Location of Gain (Loss) Reclassified from AOCI into Income | Amount of Gain (Loss) Reclassified from AOCI into Income | |||||||
Commodity derivatives propane swaps | $ | (23,290 | ) | Cost of product sold- propane and other gas liquids sales | $ | (7,108 | ) | |||
Interest rate swap agreements | (1,778 | ) | Interest expense | — | ||||||
$ | (25,068 | ) | $ | (7,108 | ) |
For the year ended July 31, | ||||||||||||
Gains and losses on derivatives included in AOCI | 2013 | 2012 | 2011 | |||||||||
Beginning balance | $ | (12,799 | ) | $ | 5,161 | $ | (157 | ) | ||||
Change in value on risk management commodity derivatives | 2,032 | (23,290 | ) | 22,676 | ||||||||
Reclassification of gains and losses of commodity hedges to cost of product sold - propane and other gas liquids sales | 10,613 | 7,108 | (17,358 | ) | ||||||||
Change in value on risk management interest rate derivatives | 2,220 | (1,778 | ) | — | ||||||||
Ending balance | $ | 2,066 | $ | (12,799 | ) | $ | 5,161 |
For the year ended July 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Operating expense | $ | 203,859 | $ | 198,576 | $ | 206,276 | ||||||
General and administrative expense | $ | 30,053 | $ | 26,213 | $ | 26,777 |
Future minimum rental and buyout amounts by fiscal year | ||||||||||||||||||||||||
2014 | 2015 | 2016 | 2017 | 2018 | Thereafter | |||||||||||||||||||
Operating lease obligations | $ | 24,500 | $ | 19,785 | $ | 16,165 | $ | 12,644 | $ | 9,702 | $ | 7,511 | ||||||||||||
Operating lease buyouts | $ | 1,682 | $ | 1,230 | $ | 1,083 | $ | 1,327 | $ | 2,746 | $ | 5,433 |
For the year ended July 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Common unitholders’ interest in net earnings (loss) | $ | 55,862 | $ | (10,842 | ) | $ | (43,212 | ) | ||||
Weighted average common units outstanding (in thousands) | 79,038.6 | 77,572.4 | 72,313.6 | |||||||||
Dilutive securities | 37.0 | — | — | |||||||||
Weighted average common units outstanding plus dilutive securities | 79,075.6 | 77,572.4 | 72,313.6 | |||||||||
Basic and diluted net earnings per common unitholders’ interest | $ | 0.71 | $ | (0.14 | ) | $ | (0.60 | ) |
For the year ended July 31, 2013 | First quarter | Second quarter | Third quarter | Fourth quarter | ||||||||||||
Revenues | $ | 362,909 | $ | 658,865 | $ | 603,020 | $ | 350,673 | ||||||||
Gross margin from propane and other gas liquids sales (a) | 121,624 | 206,838 | 195,201 | 123,343 | ||||||||||||
Net earnings (loss) | (17,796 | ) | 58,843 | 45,180 | (29,060 | ) | ||||||||||
Net earnings (loss) attributable to Ferrellgas Partners, L.P. | (17,658 | ) | 58,207 | 44,681 | (28,804 | ) | ||||||||||
Common unitholders’ interest in net earnings (loss) | (17,481 | ) | 55,069 | 44,234 | (28,516 | ) | ||||||||||
Basic and diluted net earnings (loss) per common unitholders’ interest | $ | (0.22 | ) | $ | 0.70 | $ | 0.56 | $ | (0.36 | ) | ||||||
For the year ended July 31, 2012 | First quarter | Second quarter | Third quarter | Fourth quarter | ||||||||||||
Revenues | $ | 538,426 | $ | 829,272 | $ | 629,619 | $ | 341,775 | ||||||||
Gross margin from propane and other gas liquids sales (a) | 111,097 | 178,967 | 155,123 | 113,872 | ||||||||||||
Net earnings (loss) | (32,895 | ) | 36,787 | 21,062 | (35,850 | ) | ||||||||||
Net earnings (loss) attributable to Ferrellgas Partners, L.P. | (32,604 | ) | 36,374 | 20,807 | (35,529 | ) | ||||||||||
Common unitholders’ interest in net earnings (loss) | (32,278 | ) | 36,010 | 20,599 | (35,173 | ) | ||||||||||
Basic and diluted net earnings (loss) per common unitholders’ interest | $ | (0.42 | ) | $ | 0.47 | $ | 0.26 | $ | (0.45 | ) |
(a) | 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.” |
FERRELLGAS PARTNERS FINANCE CORP. | |||||||
(a wholly-owned subsidiary of Ferrellgas Partners, L.P.) | |||||||
BALANCE SHEETS | |||||||
July 31, | |||||||
2013 | 2012 | ||||||
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 | 12,957 | 10,919 | |||||
Accumulated deficit | (12,988 | ) | (10,950 | ) | |||
Total stockholder's equity | $ | 969 | $ | 969 | |||
See notes to financial statements. |
FERRELLGAS PARTNERS FINANCE CORP. | |||||||||||
(a wholly-owned subsidiary of Ferrellgas Partners, L.P.) | |||||||||||
STATEMENTS OF EARNINGS | |||||||||||
For the year ended July 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
General and administrative expense | $ | 2,038 | $ | 1,999 | $ | 2,789 | |||||
Net loss | $ | (2,038 | ) | $ | (1,999 | ) | $ | (2,789 | ) | ||
See notes to financial statements. |
FERRELLGAS PARTNERS FINANCE CORP. | |||||||||||||||||||
(a wholly-owned subsidiary of Ferrellgas Partners, L.P.) | |||||||||||||||||||
STATEMENTS OF STOCKHOLDER'S EQUITY | |||||||||||||||||||
Additional | Total | ||||||||||||||||||
Common stock | paid in | Accumulated | stockholder's | ||||||||||||||||
Shares | Dollars | capital | deficit | equity | |||||||||||||||
July 31, 2010 | 1,000 | 1,000 | 6,131 | (6,162 | ) | 969 | |||||||||||||
Capital contribution | — | — | 2,789 | — | 2,789 | ||||||||||||||
Net loss | — | — | — | (2,789 | ) | (2,789 | ) | ||||||||||||
July 31, 2011 | 1,000 | 1,000 | 8,920 | (8,951 | ) | 969 | |||||||||||||
Capital contribution | — | — | 1,999 | — | 1,999 | ||||||||||||||
Net loss | — | — | — | (1,999 | ) | (1,999 | ) | ||||||||||||
July 31, 2012 | 1,000 | $ | 1,000 | $ | 10,919 | $ | (10,950 | ) | $ | 969 | |||||||||
Capital contribution | — | — | 2,038 | — | 2,038 | ||||||||||||||
Net loss | — | — | — | (2,038 | ) | (2,038 | ) | ||||||||||||
July 31, 2013 | 1,000 | $ | 1,000 | $ | 12,957 | $ | (12,988 | ) | $ | 969 | |||||||||
See notes to financial statements. |
FERRELLGAS PARTNERS FINANCE CORP. | |||||||||||
(a wholly-owned subsidiary of Ferrellgas Partners, L.P.) | |||||||||||
STATEMENTS OF CASH FLOWS | |||||||||||
For the year ended July 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Cash flows from operating activities: | |||||||||||
Net loss | $ | (2,038 | ) | $ | (1,999 | ) | $ | (2,789 | ) | ||
Cash used in operating activities | (2,038 | ) | (1,999 | ) | (2,789 | ) | |||||
Cash flows from financing activities: | |||||||||||
Capital contribution | 2,038 | 1,999 | 2,789 | ||||||||
Cash provided by financing activities | 2,038 | 1,999 | 2,789 | ||||||||
Change in cash | — | — | — | ||||||||
Cash - beginning of year | 969 | 969 | 969 | ||||||||
Cash - end of year | $ | 969 | $ | 969 | $ | 969 | |||||
See notes to financial statements. |
FERRELLGAS, L.P. AND SUBSIDIARIES | |||||||
CONSOLIDATED BALANCE SHEETS | |||||||
(in thousands) | |||||||
July 31, | |||||||
2013 | 2012 | ||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 6,307 | $ | 8,218 | |||
Accounts and notes receivable (including $130,025 and $121,812 of accounts receivable pledged as collateral at 2013 and 2012, respectively, and net of allowance for doubtful accounts of $3,607 and $3,812 at 2013 and 2012, respectively) | 131,791 | 124,004 | |||||
Inventories | 117,116 | 127,598 | |||||
Prepaid expenses and other current assets | 25,582 | 29,275 | |||||
Total current assets | 280,796 | 289,095 | |||||
Property, plant and equipment, net | 589,727 | 626,551 | |||||
Goodwill | 253,362 | 248,944 | |||||
Intangible assets, net | 189,516 | 189,118 | |||||
Other assets, net | 39,531 | 39,954 | |||||
Total assets | $ | 1,352,932 | $ | 1,393,662 | |||
LIABILITIES AND PARTNERS' CAPITAL | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 49,128 | $ | 47,824 | |||
Short-term borrowings | 50,054 | 95,730 | |||||
Collateralized note payable | 82,000 | 74,000 | |||||
Other current liabilities | 118,903 | 120,384 | |||||
Total current liabilities | 300,085 | 337,938 | |||||
Long-term debt | 924,940 | 877,085 | |||||
Other liabilities | 33,431 | 25,499 | |||||
Contingencies and commitments (Note M) | |||||||
Partners' capital: | |||||||
Limited partner | 91,810 | 164,737 | |||||
General partner | 938 | 1,683 | |||||
Accumulated other comprehensive income (loss) | 1,728 | (13,280 | ) | ||||
Total partners' capital | 94,476 | 153,140 | |||||
Total liabilities and partners' capital | $ | 1,352,932 | $ | 1,393,662 | |||
See notes to consolidated financial statements. |
FERRELLGAS, L.P. AND SUBSIDIARIES | |||||||||||
CONSOLIDATED STATEMENTS OF EARNINGS | |||||||||||
(in thousands) | |||||||||||
For the year ended July 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Revenues: | |||||||||||
Propane and other gas liquids sales | $ | 1,739,267 | $ | 2,160,945 | $ | 2,212,257 | |||||
Other | 236,200 | 178,147 | 210,958 | ||||||||
Total revenues | 1,975,467 | 2,339,092 | 2,423,215 | ||||||||
Costs and expenses: | |||||||||||
Cost of product sold - propane and other gas liquids sales | 1,092,261 | 1,601,886 | 1,609,344 | ||||||||
Cost of product sold - other | 144,456 | 95,323 | 124,470 | ||||||||
Operating expense (includes $2.4 million, $2.7 million and $3.8 million for the years ended July 31, 2013, 2012 and 2011, respectively, for non-cash stock and unit-based compensation) | 412,430 | 401,377 | 410,680 | ||||||||
Depreciation and amortization expense | 83,344 | 83,841 | 82,486 | ||||||||
General and administrative expense (includes $11.2 million, $6.1 million and $9.7 million for the years ended July 31, 2013, 2012 and 2011, respectively, for non-cash stock and unit-based compensation) | 53,181 | 43,212 | 61,891 | ||||||||
Equipment lease expense | 15,983 | 14,648 | 14,435 | ||||||||
Non-cash employee stock ownership plan compensation charge | 15,769 | 9,440 | 10,157 | ||||||||
Loss on disposal of assets | 10,421 | 6,035 | 3,633 | ||||||||
Operating income | 147,622 | 83,330 | 106,119 | ||||||||
Interest expense | (72,974 | ) | (77,127 | ) | (80,074 | ) | |||||
Loss on extinguishment of debt | — | — | (36,449 | ) | |||||||
Other income, net | 565 | 506 | 567 | ||||||||
Earnings (loss) before income taxes | 75,213 | 6,709 | (9,837 | ) | |||||||
Income tax expense | 1,838 | 1,120 | 1,225 | ||||||||
Net earnings (loss) | $ | 73,375 | $ | 5,589 | $ | (11,062 | ) | ||||
See notes to consolidated financial statements. |
FERRELLGAS, L.P. AND SUBSIDIARIES | ||||||||||||
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||||||||||||
(in thousands) | ||||||||||||
For the year ended July 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Net earnings (loss) | $ | 73,375 | $ | 5,589 | $ | (11,062 | ) | |||||
Cumulative effect of accounting change | — | — | 1,255 | |||||||||
Other comprehensive income (loss) | ||||||||||||
Change in value on risk management derivatives | 4,252 | (25,068 | ) | 22,676 | ||||||||
Reclassification of gains and losses of derivatives to earnings | 10,613 | 7,108 | (17,358 | ) | ||||||||
Foreign currency translation adjustment | (147 | ) | (52 | ) | 2 | |||||||
Pension liability adjustment | 290 | 38 | (220 | ) | ||||||||
Other comprehensive income (loss) | 15,008 | (17,974 | ) | 5,100 | ||||||||
Comprehensive income (loss) | $ | 88,383 | $ | (12,385 | ) | $ | (4,707 | ) | ||||
See notes to consolidated financial statements. |
FERRELLGAS, L.P. AND SUBSIDIARIES | |||||||||||||||
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL | |||||||||||||||
(in thousands) | |||||||||||||||
Accumulated | |||||||||||||||
other | Total | ||||||||||||||
Limited | General | comprehensive | partners' | ||||||||||||
partner | partner | income (loss) | capital | ||||||||||||
Balance at July 31, 2010 | $ | 359,782 | $ | 3,671 | $ | (406 | ) | $ | 363,047 | ||||||
Contributions in connection with non-cash ESOP and stock and unit-based compensation charges | 23,406 | 239 | 23,645 | ||||||||||||
Contributions in connection with acquisitions | 2,940 | 30 | 2,970 | ||||||||||||
Cash contributed by Ferrellgas Partners and general partner | 157,680 | 1,611 | 159,291 | ||||||||||||
Distributions | (272,777 | ) | (2,783 | ) | (275,560 | ) | |||||||||
Net loss | (10,950 | ) | (112 | ) | (11,062 | ) | |||||||||
Cumulative effect of change in accounting principle | 1,242 | 13 | 1,255 | ||||||||||||
Other comprehensive income | 5,100 | 5,100 | |||||||||||||
Balance at July 31, 2011 | 261,323 | 2,669 | 4,694 | 268,686 | |||||||||||
Contributions in connection with non-cash ESOP and stock and unit-based compensation charges | 18,099 | 184 | 18,283 | ||||||||||||
Contributions in connection with acquisitions | 1,300 | 13 | 1,313 | ||||||||||||
Cash contributed by Ferrellgas Partners and general partner | 50,700 | 518 | 51,218 | ||||||||||||
Distributions | (172,218 | ) | (1,757 | ) | (173,975 | ) | |||||||||
Net earnings | 5,533 | 56 | 5,589 | ||||||||||||
Other comprehensive loss | (17,974 | ) | (17,974 | ) | |||||||||||
Balance at July 31, 2012 | 164,737 | 1,683 | (13,280 | ) | 153,140 | ||||||||||
Contributions in connection with non-cash ESOP and stock and unit-based compensation charges | 29,019 | 295 | 29,314 | ||||||||||||
Cash contributed by Ferrellgas Partners and general partner | 800 | 9 | 809 | ||||||||||||
Distributions | (175,380 | ) | (1,790 | ) | (177,170 | ) | |||||||||
Net earnings | 72,634 | 741 | 73,375 | ||||||||||||
Other comprehensive income | 15,008 | 15,008 | |||||||||||||
Balance at July 31, 2013 | $ | 91,810 | $ | 938 | $ | 1,728 | $ | 94,476 | |||||||
See notes to consolidated financial statements. |
FERRELLGAS, L.P. AND SUBSIDIARIES | |||||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||||||
(in thousands) | |||||||||||
For the year ended July 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Cash flows from operating activities: | |||||||||||
Net earnings (loss) | $ | 73,375 | $ | 5,589 | $ | (11,062 | ) | ||||
Reconciliation of net earnings (loss) to net cash provided by operating activities: | |||||||||||
Depreciation and amortization expense | 83,344 | 83,841 | 82,486 | ||||||||
Non-cash employee stock ownership plan compensation charge | 15,769 | 9,440 | 10,157 | ||||||||
Non-cash stock and unit-based compensation charge | 13,545 | 8,843 | 13,488 | ||||||||
Loss on disposal of assets | 10,421 | 6,035 | 3,633 | ||||||||
Loss on extinguishment of debt | — | — | 25,403 | ||||||||
Provision for doubtful accounts | 2,066 | 4,822 | 6,212 | ||||||||
Deferred tax expense | 133 | 913 | 751 | ||||||||
Other | 4,067 | 1,902 | 3,755 | ||||||||
Changes in operating assets and liabilities, net of effects from business acquisitions: | |||||||||||
Accounts and notes receivable, net of securitization | (5,901 | ) | 30,497 | (28,732 | ) | ||||||
Inventories | 15,869 | 8,541 | 30,772 | ||||||||
Prepaid expenses and other current assets | 6,143 | (8,485 | ) | (4,317 | ) | ||||||
Accounts payable | 508 | (19,143 | ) | 18,613 | |||||||
Accrued interest expense | (151 | ) | 165 | 449 | |||||||
Other current liabilities | 6,454 | 7,988 | (3,268 | ) | |||||||
Other liabilities | 303 | (445 | ) | 439 | |||||||
Net cash provided by operating activities | 225,945 | 140,503 | 148,779 | ||||||||
Cash flows from investing activities: | |||||||||||
Business acquisitions, net of cash acquired | (37,186 | ) | (10,400 | ) | (7,327 | ) | |||||
Capital expenditures | (40,910 | ) | (49,303 | ) | (49,759 | ) | |||||
Proceeds from sale of assets | 9,980 | 5,742 | 5,994 | ||||||||
Net cash used in investing activities | (68,116 | ) | (53,961 | ) | (51,092 | ) | |||||
Cash flows from financing activities: | |||||||||||
Distributions | (177,170 | ) | (173,975 | ) | (275,560 | ) | |||||
Contributions from partners | 809 | 51,218 | 159,291 | ||||||||
Proceeds from increase in long-term debt | 58,356 | 49,697 | 564,807 | ||||||||
Payments on long-term debt | (3,912 | ) | (52,885 | ) | (552,285 | ) | |||||
Net additions to (reductions in) short-term borrowings | (45,676 | ) | 30,803 | (2,276 | ) | ||||||
Net additions to collateralized short-term borrowings | 8,000 | 13,000 | 14,000 | ||||||||
Cash paid for financing costs | — | (3,472 | ) | (9,713 | ) | ||||||
Net cash used in financing activities | (159,593 | ) | (85,614 | ) | (101,736 | ) | |||||
Effect of exchange rate changes on cash | (147 | ) | (52 | ) | 2 | ||||||
Increase (decrease) in cash and cash equivalents | (1,911 | ) | 876 | (4,047 | ) | ||||||
Cash and cash equivalents - beginning of year | 8,218 | 7,342 | 11,389 | ||||||||
Cash and cash equivalents - end of year | $ | 6,307 | $ | 8,218 | $ | 7,342 | |||||
See notes to consolidated financial statements. |
For the year ended July 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
CASH PAID FOR: | |||||||||||
Interest | $ | 68,334 | $ | 72,999 | $ | 72,211 | |||||
Income taxes | $ | 534 | $ | 756 | $ | 575 | |||||
NON-CASH INVESTING ACTIVITIES: | |||||||||||
Assets contributed from Ferrellgas Partners in connection with acquisitions | $ | — | $ | 1,300 | $ | 2,940 | |||||
Liabilities incurred in connection with acquisitions | $ | 2,035 | $ | 2,321 | $ | 2,290 | |||||
Change in accruals for property, plant and equipment additions | $ | 533 | $ | 233 | $ | 807 |
• | Level 1: Quoted prices in active markets for identical assets or liabilities. |
• | Level 2: Quoted prices in active markets for similar assets or liabilities; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets. |
• | Level 3: Valuations derived from valuation techniques in which one or more significant inputs are unobservable. |
For the year ended July 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Current expense | $ | 1,705 | $ | 207 | $ | 474 | ||||||
Deferred expense | 133 | 913 | 751 | |||||||||
Income tax expense | $ | 1,838 | $ | 1,120 | $ | 1,225 |
July 31, | ||||||||
2013 | 2012 | |||||||
Deferred tax assets | $ | 1,367 | $ | 1,158 | ||||
Deferred tax liabilities | (4,602 | ) | (4,241 | ) | ||||
Net deferred tax liability | $ | (3,235 | ) | $ | (3,083 | ) |
• | Capitol City Propane, based in California, acquired September 2012; |
• | Flores Gas, based in Texas, acquired October 2012; |
• | IGS Propane, based in Connecticut, acquired December 2012; |
• | Mr. Bar-B-Q, based in New York, acquired March 2013; and |
• | Western Petroleum, based in Utah, acquired April 2013. |
• | Economy Propane, based in California, acquired September 2011; |
• | Federal Petroleum Company, based in Texas, acquired October 2011; |
• | Polar Gas Company, based in Wisconsin, acquired November 2011; |
• | Welch Propane, based in Texas, acquired November 2011; and |
• | Rio Grande Valley Gas, based in Texas, acquired January 2012. |
• | Beatty’s Gas, based in Pennsylvania, acquired October 2010; |
• | Kings River Propane, based in California, acquired December 2010; |
• | Bennett Gas Company, based in Georgia, acquired December 2010; |
• | Ram Propane, based in Wyoming, acquired March 2011; and |
• | Williams Panhandle Propane, based in Florida, acquired July 2011. |
For the year ended July 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Cash payments | $ | 37,186 | $ | 10,400 | $ | 7,298 | ||||||
Issuance of liabilities and other costs and considerations | 2,035 | 2,334 | 2,348 | |||||||||
Contribution of net assets from Ferrellgas Partners | — | 1,300 | 2,940 | |||||||||
Aggregate fair value of transactions | $ | 39,221 | $ | 14,034 | $ | 12,586 |
For the year ended July 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Working capital | $ | 7,302 | $ | — | $ | — | ||||||
Customer tanks, buildings, land and other | 5,155 | 7,454 | 7,746 | |||||||||
Goodwill | 4,640 | — | 5 | |||||||||
Customer lists | 12,211 | 5,574 | 3,151 | |||||||||
Non-compete agreements | 944 | 1,006 | 1,684 | |||||||||
Other intangibles & other | 5,678 | — | — | |||||||||
Trade names & trademarks | 3,291 | — | — | |||||||||
Aggregate fair value of transactions | $ | 39,221 | $ | 14,034 | $ | 12,586 |
2013 | 2012 | |||||||
Propane gas and related products | $ | 94,946 | $ | 110,517 | ||||
Appliances, parts and supplies | 22,170 | 17,081 | ||||||
Inventories | $ | 117,116 | $ | 127,598 |
Estimated useful lives | 2013 | 2012 | |||||||
Land | Indefinite | $ | 30,978 | $ | 31,229 | ||||
Land improvements | 2-20 | 12,021 | 11,418 | ||||||
Buildings and improvements | 20 | 67,050 | 67,027 | ||||||
Vehicles, including transport trailers | 8-20 | 101,224 | 102,374 | ||||||
Bulk equipment and district facilities | 5-30 | 107,835 | 109,050 | ||||||
Tanks, cylinders and customer equipment | 2-30 | 767,365 | 782,293 | ||||||
Computer and office equipment | 2-5 | 117,718 | 116,916 | ||||||
Construction in progress | n/a | 3,077 | 3,421 | ||||||
1,207,268 | 1,223,728 | ||||||||
Less: accumulated depreciation | 617,541 | 597,177 | |||||||
Property, plant and equipment, net | $ | 589,727 | $ | 626,551 |
2013 | 2012 | |||||||
Accrued interest | $ | 17,787 | $ | 17,938 | ||||
Accrued payroll | 30,295 | 16,495 | ||||||
Customer deposits and advances | 20,420 | 28,842 | ||||||
Other | 50,401 | 57,109 | ||||||
Other current liabilities | $ | 118,903 | $ | 120,384 |
For the year ended July 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Operating expense | $ | 181,932 | $ | 177,903 | $ | 183,899 | ||||||
Depreciation and amortization expense | 5,744 | 6,545 | 6,063 | |||||||||
Equipment lease expense | 14,028 | 12,841 | 12,823 | |||||||||
$ | 201,704 | $ | 197,289 | $ | 202,785 |
2013 | 2012 | ||||||
Accounts receivable pledged as collateral | $ | 130,025 | $ | 121,812 | |||
Accounts receivable | 4,867 | 5,788 | |||||
Other | 506 | 216 | |||||
Less: Allowance for doubtful accounts | (3,607 | ) | (3,812 | ) | |||
Accounts and notes receivable, net | $ | 131,791 | $ | 124,004 |
July 31, 2013 | July 31, 2012 | |||||||||||||||||||||||
Gross Carrying Amount | Accumulated Amortization | Net | Gross Carrying Amount | Accumulated Amortization | Net | |||||||||||||||||||
Goodwill, net | $ | 253,362 | $ | — | $ | 253,362 | $ | 248,944 | $ | — | $ | 248,944 | ||||||||||||
Intangible assets, net | ||||||||||||||||||||||||
Amortized intangible assets | ||||||||||||||||||||||||
Customer lists | $ | 416,620 | $ | (302,179 | ) | $ | 114,441 | $ | 404,409 | $ | (282,848 | ) | $ | 121,561 | ||||||||||
Non-compete agreements | 47,974 | (40,994 | ) | 6,980 | 47,030 | (39,153 | ) | 7,877 | ||||||||||||||||
Other | 9,172 | (3,445 | ) | 5,727 | 3,507 | (2,892 | ) | 615 | ||||||||||||||||
473,766 | (346,618 | ) | 127,148 | 454,946 | (324,893 | ) | 130,053 | |||||||||||||||||
Unamortized intangible assets | ||||||||||||||||||||||||
Trade names & trademarks | 62,368 | 62,368 | 59,065 | 59,065 | ||||||||||||||||||||
Total intangible assets, net | $ | 536,134 | $ | (346,618 | ) | $ | 189,516 | $ | 514,011 | $ | (324,893 | ) | $ | 189,118 |
Balance July 31, 2011 | $ | 248,944 | |
Acquisitions | — | ||
Balance July 31, 2012 | 248,944 | ||
Acquisitions | 4,640 | ||
Other | (222 | ) | |
Balance July 31, 2013 | $ | 253,362 |
Aggregate amortization expense related to intangible assets, net: | |||
For the year ended July 31, | |||
2013 | $ | 21,725 | |
2012 | 21,604 | ||
2011 | 23,766 |
Estimated amortization expense: | |||
For the year ended July 31, | |||
2014 | $ | 19,586 | |
2015 | 16,758 | ||
2016 | 16,587 | ||
2017 | 16,012 | ||
2018 | 13,457 |
2013 | 2012 | |||||||
Senior notes | ||||||||
Fixed rate, 6.50%, due 2021 (1) | $ | 500,000 | $ | 500,000 | ||||
Fixed rate, 9.125%, due 2017, net of unamortized discount of $2,556 and $3,036 at July 31, 2013 and 2012, respectively (2) | 297,444 | 296,964 | ||||||
Fair value adjustments related to interest rate swaps | (1,657 | ) | 7,784 | |||||
Secured credit facility | ||||||||
Variable interest rate, expiring September 2016 (net of $50.1 million and $95.7 million classified as short-term borrowings at July 31, 2013 and 2012, respectively) | 121,346 | 64,270 | ||||||
Notes payable | ||||||||
9.1% and 9.1% weighted average interest rate at July 31, 2013 and 2012, respectively, due 2012 to 2020, net of unamortized discount of $2,392 and $2,727 at July 31, 2013 and 2012, respectively | 10,898 | 10,588 | ||||||
928,031 | 879,606 | |||||||
Less: current portion, included in other current liabilities on the consolidated balance sheets | 3,091 | 2,521 | ||||||
Long-term debt | $ | 924,940 | $ | 877,085 |
(1) | On November 24, 2010, the Ferrellgas L.P. issued $500.0 million in aggregate principal amount of new 6.50% senior notes due 2021 at an offering price equal to par. Ferrellgas, L.P. received $491.3 million of net proceeds after deducting expenses of the offering. These proceeds were used to redeem all of its $450.0 million 6.75% fixed rate senior notes due 2014, to fund the related $11.1 million make-whole payments and to pay $2.4 million of accrued interest. The remaining proceeds were used to reduce outstanding indebtedness under the secured credit facility. This debt redemption transaction also resulted in |
(2) | On September 14, 2009, Ferrellgas, L.P. issued $300.0 million of its fixed rate senior notes with a debt discount of $4.2 million that will be amortized to interest expense through 2017. These notes are senior unsecured obligations of Ferrellgas, L.P. and rank on an equal basis in right of payment with all senior indebtedness of Ferrellgas, L.P., are senior to all subordinated indebtedness of Ferrellgas, L.P. and are junior to all secured indebtedness of Ferrellgas, L.P. The senior notes bear interest from the date of issuance, payable semi-annually in arrears on April 1 and October 1 of each year. The outstanding principal amount is due on October 1, 2017. Ferrellgas, L.P. would incur prepayment penalties if it were to repay the notes prior to 2015. |
• | 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 1.00% to 2.00% (as of July 31, 2013 and 2012, the margin was 1.75% and 2.00%, respectively); or |
• | for Eurodollar Rate Loans, the Eurodollar Rate, which is defined as the LIBOR Rate plus a margin varying from 2.00% to 3.00% (as of July 31, 2013 and 2012, the margin was 2.75% and 3.00%, respectively). |
For the fiscal year ending July 31, | Scheduled annual principal payments | ||
2014 | $ | 3,091 | |
2015 | 2,879 | ||
2016 | 2,757 | ||
2017 | 123,782 | ||
2018 | 300,894 | ||
Thereafter | 501,233 | ||
Total | $ | 934,636 |
For the year ended July 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Ferrellgas Partners | $ | 175,380 | $ | 172,218 | $ | 272,777 | ||||||
General partner | 1,790 | 1,757 | 2,783 |
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 | |||||||||||||
July 31, 2013: | ||||||||||||||||
Assets: | ||||||||||||||||
Derivative financial instruments: | ||||||||||||||||
Interest rate swap agreements | $ | — | $ | 3,783 | $ | — | $ | 3,783 | ||||||||
Commodity derivatives propane swaps | $ | — | $ | 2,532 | $ | — | $ | 2,532 | ||||||||
Liabilities: | ||||||||||||||||
Derivative financial instruments: | ||||||||||||||||
Interest rate swap agreements | $ | — | $ | (4,998 | ) | $ | — | $ | (4,998 | ) | ||||||
Commodity derivatives propane swaps | $ | — | $ | (907 | ) | $ | — | $ | (907 | ) | ||||||
July 31, 2012: | ||||||||||||||||
Assets: | ||||||||||||||||
Derivative financial instruments: | ||||||||||||||||
Interest rate swap agreements | $ | — | $ | 7,784 | $ | — | $ | 7,784 | ||||||||
Commodity derivatives propane swaps | $ | — | $ | 1,049 | $ | — | $ | 1,049 | ||||||||
Liabilities: | ||||||||||||||||
Derivative financial instruments: | ||||||||||||||||
Interest rate swap agreements | $ | — | $ | (1,778 | ) | $ | — | $ | (1,778 | ) | ||||||
Commodity derivatives propane swaps | $ | — | $ | (12,069 | ) | $ | — | $ | (12,069 | ) |
July 31, 2013 | ||||||||||||
Asset Derivatives | Liability Derivatives | |||||||||||
Derivative Instrument | Location | Fair value | Location | Fair value | ||||||||
Commodity derivatives propane swaps | Prepaid expenses and other current assets | $ | 1,400 | Other current liabilities | $ | 569 | ||||||
Commodity derivatives propane swaps | Other assets, net | 1,132 | Other liabilities | 338 | ||||||||
Interest rate swap agreements, current portion | Prepaid expenses and other current assets | 3,341 | Other current liabilities | — | ||||||||
Interest rate swap agreements, noncurrent portion | Other assets, net | 442 | Other liabilities | 4,998 | ||||||||
Total | $ | 6,315 | Total | $ | 5,905 | |||||||
July 31, 2012 | ||||||||||||
Asset Derivatives | Liability Derivatives | |||||||||||
Derivative Instrument | Location | Fair value | Location | Fair value | ||||||||
Commodity derivatives propane swaps | Prepaid expenses and other current assets | $ | 1,049 | Other current liabilities | $ | 12,069 | ||||||
Interest rate swap agreements, current portion | Prepaid expenses and other current assets | 3,346 | Other current liabilities | — | ||||||||
Interest rate swap agreements, noncurrent portion | Other assets, net | 4,438 | Other liabilities | 1,778 | ||||||||
Total | $ | 8,833 | Total | $ | 13,847 |
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 year ended July 31, | For the year ended July 31, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||
Interest rate swap agreements | Interest expense | $ | 3,205 | $ | 757 | $ | (21,875 | ) | $ | (21,875 | ) |
For the year ended July 31, 2013 | ||||||||||
Derivative Instrument | Amount of Gain (Loss) Recognized in AOCI on Derivative | Location of Gain (Loss) Reclassified from AOCI into Income | Amount of Gain (Loss) Reclassified from AOCI into Income | |||||||
Commodity derivatives propane swaps | $ | 2,032 | Cost of product sold- propane and other gas liquids sales | $ | (10,613 | ) | ||||
Interest rate swap agreements | 2,220 | Interest expense | — | |||||||
$ | 4,252 | $ | (10,613 | ) | ||||||
For the year ended July 31, 2012 | ||||||||||
Derivative Instrument | Amount of Gain (Loss) Recognized in AOCI on Derivative | Location of Gain (Loss) Reclassified from AOCI into Income | Amount of Gain (Loss) Reclassified from AOCI into Income | |||||||
Commodity derivatives propane swaps | $ | (23,290 | ) | Cost of product sold- propane and other gas liquids sales | $ | (7,108 | ) | |||
Interest rate swap agreements | (1,778 | ) | Interest expense | — | ||||||
$ | (25,068 | ) | $ | (7,108 | ) |
For the year ended July 31, | ||||||||||||
Gains and losses on derivatives included in AOCI | 2013 | 2012 | 2011 | |||||||||
Beginning balance | $ | (12,799 | ) | $ | 5,161 | $ | (157 | ) | ||||
Change in value on risk management commodity derivatives | 2,032 | (23,290 | ) | 22,676 | ||||||||
Reclassification of gains and losses of commodity hedges to cost of product sold - propane and other gas liquids sales | 10,613 | 7,108 | (17,358 | ) | ||||||||
Change in value on risk management interest rate derivatives | 2,220 | (1,778 | ) | — | ||||||||
Ending balance | $ | 2,066 | $ | (12,799 | ) | $ | 5,161 |
For the year ended July 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Operating expense | $ | 203,859 | $ | 198,576 | $ | 206,276 | ||||||
General and administrative expense | $ | 30,053 | $ | 26,213 | $ | 26,777 |
Future minimum rental and buyout amounts by fiscal year | ||||||||||||||||||||||||
2014 | 2015 | 2016 | 2017 | 2018 | Thereafter | |||||||||||||||||||
Operating lease obligations | $ | 24,500 | $ | 19,785 | $ | 16,165 | $ | 12,644 | $ | 9,702 | $ | 7,511 | ||||||||||||
Operating lease buyouts | $ | 1,682 | $ | 1,230 | $ | 1,083 | $ | 1,327 | $ | 2,746 | $ | 5,433 |
For the year ended July 31, 2013 | First quarter | Second quarter | Third quarter | Fourth quarter | ||||||||||||
Revenues | $ | 362,909 | $ | 658,865 | $ | 603,020 | $ | 350,673 | ||||||||
Gross margin from propane and other gas liquids sales (a) | 121,624 | 206,838 | 195,201 | 123,343 | ||||||||||||
Net earnings (loss) | $ | (13,692 | ) | $ | 62,953 | $ | 49,396 | $ | (25,282 | ) | ||||||
For the year ended July 31, 2012 | First quarter | Second quarter | Third quarter | Fourth quarter | ||||||||||||
Revenues | $ | 538,426 | $ | 829,272 | $ | 629,619 | $ | 341,775 | ||||||||
Gross margin from propane and other gas liquids sales (a) | 111,097 | 178,967 | 155,123 | 113,872 | ||||||||||||
Net earnings (loss) | $ | (28,802 | ) | $ | 40,884 | $ | 25,253 | $ | (31,746 | ) |
(a) | 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.” |
FERRELLGAS FINANCE CORP. | |||||||
(a wholly-owned subsidiary of Ferrellgas, L.P.) | |||||||
BALANCE SHEETS | |||||||
July 31, | |||||||
2013 | 2012 | ||||||
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 | 43,870 | 38,871 | |||||
Accumulated deficit | (43,770 | ) | (38,771 | ) | |||
Total stockholder's equity | $ | 1,100 | $ | 1,100 | |||
See notes to financial statements. |
FERRELLGAS FINANCE CORP. | |||||||||||
(a wholly-owned subsidiary of Ferrellgas, L.P.) | |||||||||||
STATEMENTS OF EARNINGS | |||||||||||
For the year ended July 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
General and administrative expense | $ | 4,999 | $ | 3,489 | $ | 8,163 | |||||
Net loss | $ | (4,999 | ) | $ | (3,489 | ) | $ | (8,163 | ) | ||
See notes to financial statements. |
FERRELLGAS FINANCE CORP. | ||||||||||||||||||
(a wholly-owned subsidiary of Ferrellgas, L.P.) | ||||||||||||||||||
STATEMENTS OF STOCKHOLDER'S EQUITY | ||||||||||||||||||
Additional | Total | |||||||||||||||||
Common stock | paid in | Accumulated | stockholder's | |||||||||||||||
Shares | Dollars | capital | deficit | equity | ||||||||||||||
July 31, 2010 | 1,000 | $ | 1,000 | $ | 27,219 | $ | (27,119 | ) | $ | 1,100 | ||||||||
Capital contribution | — | — | 8,163 | — | 8,163 | |||||||||||||
Net loss | — | — | — | (8,163 | ) | (8,163 | ) | |||||||||||
July 31, 2011 | 1,000 | 1,000 | 35,382 | (35,282 | ) | 1,100 | ||||||||||||
Capital contribution | — | — | 3,489 | — | 3,489 | |||||||||||||
Net loss | — | — | — | (3,489 | ) | (3,489 | ) | |||||||||||
July 31, 2012 | 1,000 | 1,000 | 38,871 | (38,771 | ) | 1,100 | ||||||||||||
Capital contribution | — | — | 4,999 | — | 4,999 | |||||||||||||
Net loss | — | — | — | (4,999 | ) | (4,999 | ) | |||||||||||
July 31, 2013 | 1,000 | $ | 1,000 | $ | 43,870 | $ | (43,770 | ) | $ | 1,100 | ||||||||
See notes to financial statements. |
FERRELLGAS FINANCE CORP. | |||||||||||
(a wholly-owned subsidiary of Ferrellgas, L.P.) | |||||||||||
STATEMENTS OF CASH FLOWS | |||||||||||
For the year ended July 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Cash flows from operating activities: | |||||||||||
Net loss | $ | (4,999 | ) | $ | (3,489 | ) | $ | (8,163 | ) | ||
Cash used in operating activities | (4,999 | ) | (3,489 | ) | (8,163 | ) | |||||
Cash flows from financing activities: | |||||||||||
Capital contribution | 4,999 | 3,489 | 8,163 | ||||||||
Cash provided by financing activities | 4,999 | 3,489 | 8,163 | ||||||||
Change in cash | — | — | — | ||||||||
Cash - beginning of year | 1,100 | 1,100 | 1,100 | ||||||||
Cash - end of year | $ | 1,100 | $ | 1,100 | $ | 1,100 |
Page | ||
Ferrellgas Partners, L.P. and Subsidiaries | ||
Ferrellgas, L.P. and Subsidiaries | ||
Schedule 1 | ||||||||
FERRELLGAS PARTNERS, L.P. | ||||||||
PARENT ONLY | ||||||||
BALANCE SHEETS | ||||||||
(in thousands, except unit data) | ||||||||
July 31, | ||||||||
2013 | 2012 | |||||||
ASSETS | ||||||||
Cash and cash equivalents | $ | 157 | $ | 211 | ||||
Prepaid expenses and other current assets | 26 | 40 | ||||||
Investment in Ferrellgas, L.P. | 93,507 | 151,578 | ||||||
Other assets, net | 2,913 | 3,366 | ||||||
Total assets | $ | 96,603 | $ | 155,195 | ||||
LIABILITIES AND PARTNERS' DEFICIT | ||||||||
Other current liabilities | $ | 2,199 | $ | 2,283 | ||||
Long-term debt | 182,000 | 182,000 | ||||||
Partners' deficit | ||||||||
Common unitholders (79,072,819 and 79,006,619 units outstanding at 2013 and 2012, respectively) | (28,931 | ) | 43,701 | |||||
General partner (798,715 and 798,047 units outstanding at 2013 and 2012, respectively) | (60,362 | ) | (59,630 | ) | ||||
Accumulated other comprehensive income (loss) | 1,697 | (13,159 | ) | |||||
Total Ferrellgas Partners, L.P. partners' deficit | (87,596 | ) | (29,088 | ) | ||||
Total liabilities and partners' deficit | $ | 96,603 | $ | 155,195 |
FERRELLGAS PARTNERS, L.P. | ||||||||||||
PARENT ONLY | ||||||||||||
STATEMENTS OF EARNINGS | ||||||||||||
(in thousands) | ||||||||||||
For the year ended July 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Equity in earnings (loss) of Ferrellgas, L.P. | $ | 72,634 | $ | 5,533 | $ | (10,950 | ) | |||||
Operating expense | (20 | ) | (350 | ) | (358 | ) | ||||||
Operating income (loss) | 72,614 | 5,183 | (11,308 | ) | ||||||||
Interest expense | (16,171 | ) | (16,127 | ) | (21,811 | ) | ||||||
Loss on extinguishment of debt | — | — | (10,513 | ) | ||||||||
Income tax expense | (17 | ) | (8 | ) | (16 | ) | ||||||
Net earnings (loss) | $ | 56,426 | $ | (10,952 | ) | $ | (43,648 | ) |
FERRELLGAS PARTNERS, L.P. | ||||||||||||
PARENT ONLY | ||||||||||||
STATEMENTS OF CASH FLOWS | ||||||||||||
(in thousands) | ||||||||||||
For the year ended July 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Cash flows from operating activities: | ||||||||||||
Net earnings (loss) | $ | 56,426 | $ | (10,952 | ) | $ | (43,648 | ) | ||||
Reconciliation of net earnings (loss) to net cash used in operating activities: | ||||||||||||
Other | 383 | 398 | 1,509 | |||||||||
Equity in (earnings) loss of Ferrellgas, L.P. | (72,634 | ) | (5,533 | ) | 10,950 | |||||||
Net cash used in operating activities | (15,825 | ) | (16,087 | ) | (31,189 | ) | ||||||
Cash flows from investing activities: | ||||||||||||
Distributions received from Ferrellgas, L.P. | 175,380 | 172,218 | 272,777 | |||||||||
Cash contributed to Ferrellgas, L.P. | (800 | ) | (50,700 | ) | (157,680 | ) | ||||||
Net cash provided by investing activities | 174,580 | 121,518 | 115,097 | |||||||||
Cash flows from financing activities: | ||||||||||||
Distributions | (159,682 | ) | (156,520 | ) | (145,002 | ) | ||||||
Cash paid for financing costs | — | (135 | ) | (173 | ) | |||||||
Reductions in long-term debt | — | — | (98,000 | ) | ||||||||
Issuance of common units (net of issuance costs of $62 and $300 for the years ended July 31, 2012 and 2011, respectively | — | 49,938 | 157,212 | |||||||||
Proceeds from exercise of common unit options | 864 | 891 | 544 | |||||||||
Other | 9 | 511 | 1,594 | |||||||||
Net cash used in financing activities | (158,809 | ) | (105,315 | ) | (83,825 | ) | ||||||
Increase (decrease) in cash and cash equivalents | (54 | ) | 116 | 83 | ||||||||
Cash and cash equivalents - beginning of year | 211 | 95 | 12 | |||||||||
Cash and cash equivalents - end of year | $ | 157 | $ | 211 | $ | 95 |
Schedule II | ||||||||||||||||||
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES | ||||||||||||||||||
VALUATION AND QUALIFYING ACCOUNTS | ||||||||||||||||||
(in thousands) | ||||||||||||||||||
Balance at | Charged to | Balance | ||||||||||||||||
beginning | cost and | at end | ||||||||||||||||
Description | of period | expenses | Other | of period | ||||||||||||||
Year ended July 31, 2013 | ||||||||||||||||||
Allowance for doubtful accounts | $ | 3,812 | $ | 2,066 | $ | (2,271 | ) | (1) | $ | 3,607 | ||||||||
Year ended July 31, 2012 | ||||||||||||||||||
Allowance for doubtful accounts | $ | 4,310 | $ | 4,822 | $ | (5,320 | ) | (1) | $ | 3,812 | ||||||||
Year ended July 31, 2011 | ||||||||||||||||||
Allowance for doubtful accounts | $ | 5,010 | $ | 5,174 | $ | (6,874 | ) | (1) | $ | 4,310 | ||||||||
$ | 1,000 | (2) |
(1) | Uncollectible accounts written off, net of recoveries. |
(2) | Allowance for doubtful accounts increased on August 1, 2010 due to a change in generally accepted accounting principles related to the elimination of the concept of a qualifying special-purpose-entity and the consolidation of Ferrellgas Receivables, LLC. |
Schedule II | ||||||||||||||||||
FERRELLGAS, L.P. AND SUBSIDIARIES | ||||||||||||||||||
VALUATION AND QUALIFYING ACCOUNTS | ||||||||||||||||||
(in thousands) | ||||||||||||||||||
Balance at | Charged to | Balance | ||||||||||||||||
beginning | cost and | at end | ||||||||||||||||
Description | of period | expenses | Other | of period | ||||||||||||||
Year ended July 31, 2013 | ||||||||||||||||||
Allowance for doubtful accounts | $ | 3,812 | $ | 2,066 | $ | (2,271 | ) | (1) | $ | 3,607 | ||||||||
Year ended July 31, 2012 | ||||||||||||||||||
Allowance for doubtful accounts | $ | 4,310 | $ | 4,822 | $ | (5,320 | ) | (1) | $ | 3,812 | ||||||||
Year ended July 31, 2011 | ||||||||||||||||||
Allowance for doubtful accounts | $ | 5,010 | $ | 5,174 | $ | (6,874 | ) | (1) | $ | 4,310 | ||||||||
$ | 1,000 | (2) |
(1) | Uncollectible accounts written off, net of recoveries. |
(2) | Allowance for doubtful accounts increased on August 1, 2010 due to a change in generally accepted accounting principles related to the elimination of the concept of a qualifying special-purpose-entity and the consolidation of Ferrellgas Receivables, LLC. |
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 September 14, 2009 with form of Note attached, among Ferrellgas, L.P., Ferrellgas Finance Corp. and U.S. Bank National Association, as trustee, relating to $300 million aggregate amount of the Registrant’s 9 1/8% Senior Notes due 2017. Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed September 14, 2009. | |||
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. | |||
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 | 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. | |||
10.4 | 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. | |||
10.5 | 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. | |||
# | 10.6 | 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. | ||
# | 10.7 | 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. |
# | 10.8 | 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. | ||
# | 10.9 | 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. | ||
# | 10.10 | 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. | ||
# | 10.11 | 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. | ||
# | 10.12 | 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. | ||
# | 10.13 | 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. | ||
# | 10.14 | 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. | ||
# | 10.15 | 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. | ||
# | 10.16 | 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. | ||
* | # | 10.17 | Employment Agreement dated as of September 25, 2013 by and between Ferrell Companies, Inc. as the company and Boyd H. McGathey as the executive. | |
10.18 | 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. | |||
# | 10.19 | 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. | |||
* | 21.1 | List of subsidiaries | ||
* | 23.1 | Consent of Deloitte & Touche, LLP, independent registered public accounting firm, for the certain use of its report appearing in the Annual Report on Form 10-K of Ferrellgas Partners, L.P. for the year ended July 31, 2013. | ||
* | 23.2 | Consent of Deloitte & Touche, LLP, independent registered public accounting firm, for the certain use of its report appearing in the Annual Report on Form 10-K of Ferrellgas Partners Finance Corp. for the year ended July 31, 2013. | ||
* | 23.3 | Consent of Grant Thornton LLP, independent registered public accounting firm, for the certain use of its report appearing in the Annual Report on Form 10-K of Ferrellgas Partners, L.P. for the year ended July 31, 2013. | ||
* | 23.4 | Consent of Grant Thornton LLP, independent registered public accounting firm, for the certain use of its report appearing in the Annual Report on Form 10-K of Ferrellgas Partners Finance Corp. for the year ended July 31, 2013. | ||
* | 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. |
(a) | Board. The term “Board” means the Board of Directors of the Company. |
(b) | Cause. The term “Cause” means: |
(i) | the willful and continued failure by the Executive to substantially perform his duties for the Company (other than any such failure resulting from the Executive’s being disabled) within a reasonable period of time after a written demand for substantial performance is delivered to the Executive by the Board, which demand specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties; |
(ii) | the willful engaging by the Executive in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise; |
(iii) | the engaging by the Executive in egregious misconduct involving serious moral turpitude to the extent that, in the reasonable judgment of the Board, the Executive’s credibility and reputation no longer conform to the standard of the Company’s executives; or |
(iv) | the Executive’s material breach of a material term of this Agreement. |
(c) | Change in Control. The term “Change in Control” means the first to occur of any of the following that occurs after the Effective Date: |
(i) | any merger or consolidation of the Company in which the Company is not the survivor; |
(ii) | any sale of all or substantially all of the common stock of Ferrell Companies, Inc. by the Ferrell Companies, Inc. Employee Stock Ownership Trust; |
(iii) | a sale of all or substantially all of the common stock of the Company; |
(iv) | a replacement of the Company as the General Partner of Ferrellgas Partners, L.P.; |
(v) | a public sale of at least 51 percent of the equity of Ferrell Companies, Inc.; or |
(vi) | such other transaction designated as a Change in Control by the Board. |
(d) | Confidential Information. For purposes of this Agreement, the term "Confidential Information" shall include (i) all non-public information (including, without limitation, information regarding litigation and pending litigation) concerning the Company and the affiliates which is acquired by or disclosed to the Executive during the course of his employment with the Company and (ii) all non-public information concerning any other person or company that was shared with the Company or an affiliate of the Company that is subject to an agreement to maintain the confidentiality of such information. |
(e) | COBRA. The term “COBRA” means continuing group health coverage required by section 4980B of the Code or sections 601 et. seq. of the Employee Retirement Income Security Act of 1974, as amended. |
(f) | Code. The term “Code” means the Internal Revenue Code of 1986, as amended. |
(g) | Good Reason. The term “Good Reason” means any of the following which occur after the Effective Date without the consent of the Executive: |
(a) | A reduction in excess of 10% in the Executive’s Salary (as defined in paragraph 4(a)) or target incentive potential as in effect as of the Effective Date, as the same may be modified from time to time in accordance with this Agreement; |
(b) | A material diminution in the Executive’s authority, duties or responsibilities as in effect as of the Effective Date, as the same may be modified from time to time in accordance with this Agreement; |
(c) | The relocation of the Executive’s principal office location to a location which is more than 50 highway miles from the location of the Executive’s principal office location as in effect on the Effective Date (or such subsequent principal location agreed to by the Executive); or |
(d) | The Company’s material breach of any material term of this Agreement. |
(h) | Termination Date. The term “Termination Date” with respect to the Executive means the date on which the Executive’s employment with the Company and its affiliates terminates for any reason, including voluntary resignation. If the Executive becomes employed by the entity into which the Company is merged, or the purchaser of substantially all of the assets of the Company, or a successor to such entity or purchaser, the Executive’s Termination Date shall not be treated as having occurred for purposes of this Agreement until such time as the Executive terminates employment with the successor and its affiliates (including, without limitation, the merged entity or purchaser). If the Executive is transferred to employment with an affiliate (including a successor to the Company, and regardless of whether before, on, or after a Change in Control), such transfer shall not constitute the Executive’s Termination Date for purposes of this Agreement. To the extent that any payments or benefits under the Agreement are subject to section 409A of the Code and are paid or provided on account of the Executive’s Termination Date, the determination as to whether the Executive has had a Termination Date (or other termination of employment or separation from service) shall be made in accordance with section 409A of the Code and the guidance issued thereunder. |
(a) | The Executive shall receive, for each 12-consecutive month period beginning on November 1, 2013 and each anniversary thereof, a base annual salary (“Salary”) at the rate of $400,000. The Salary shall be payable in accordance with the regular payroll practices of the Company. The Executive’s rate of Salary shall be reviewed annually by the Board; provided that the Executive’s rate of Salary will not be reduced. |
(b) | The Executive shall be eligible to participate in employee benefit plans and programs maintained from time to time by the Company for the benefit of similarly situated senior management employees, subject to the terms and conditions of such plans. |
(c) | The Executive shall be entitled to bonuses from the Company as determined in the sole discretion of by the Board. |
(d) | The Executive shall be reimbursed by the Company, on terms and conditions that are substantially similar to those that apply to other similarly situated senior management employees of the Company and in accordance with the Company’s expense reimbursement policy, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Company’s expense reimbursement policy and actually incurred by the Executive in the promotion of the Company’s business; provided, however, that, the reimbursement of any such expenses that are taxable to the Executive shall be made on or before the last day of the year following the year in which the expense was incurred and the amount of the expenses eligible for reimbursement during one year will not affect the amount of expenses eligible for reimbursement in any other year, and the right to reimbursement shall not be subject to liquidation or exchange for any other benefit. |
(a) | Minimum Payments. If the Executive’s Termination Date occurs during the Agreement Term for any reason, the Executive shall be entitled to the following payments, in addition to any payments or benefits to which the Executive may be entitled under the following provisions of this Section 5 (other than this paragraph 5(a)) or the express terms of any employee benefit plan or as required by law: |
(i) | the Executive’s earned but unpaid Salary for the period ending on the Executive’s Termination Date; |
(i) | the Executive’s accrued but unpaid vacation pay for the period ending with the Executive’s Termination Date, as determined in accordance with the Company’s policy as in effect from time to time, and all other amounts earned and owed to the Executive through and including the Termination Date; |
(ii) | the Executive’s unreimbursed business expenses; and |
(iii) | any amounts payable to the Executive under the terms of any employee benefit plan. |
(b) | Termination by the Company for Cause; Termination for Death or Disability. If the Executive’s Termination Date occurs during the Agreement Term and is a result of (i) the Company’s termination of the Executive’s employment on account of Cause or for disability, or (ii) the Executive’s death, then, except as described in paragraph 5(a) or as agreed in writing between the Executive and the Company, neither the Executive nor any other person shall have any right to payments or benefits under this Agreement (and the Company shall have no obligation to make any such payments or provide any such benefits) for periods after the Executive’s Termination Date. |
(c) | Termination Other than for Cause; Termination for Good Reason. If the Executive’s Termination Date occurs during the Agreement Term and is a result of the Executive’s termination of employment (i) by the Company for any reason other than Cause (and is not on account of the Executive’s death, disability, the Executive’s voluntary resignation, or the mutual agreement of the parties or otherwise as pursuant to paragraph 5(d)), or (ii) by the Executive for Good Reason, the Executive shall be entitled to the following payments and benefits: |
(i) | A payment equal to two times the Executive’s Salary in effect immediately prior to the Termination Date without regard to any reduction thereof in contemplation of the Termination Date. |
(ii) | A payment equal to two times the Executive’s target bonus, at his target bonus rate in effect immediately prior to the Termination Date without regard to any reduction thereof in contemplation of the Termination Date. |
(iii) | For the two year period following the Termination Date, the Executive shall be entitled to receive continuing group medical coverage for himself and his dependents (on a non-taxable basis, including if necessary, payment of any gross-up payments necessary to result in net non-taxable benefits), which coverage is not materially less favorable to the Executive than the group medical coverage which was provided to the Executive by the Company or its affiliates immediately prior to the Termination Date. To the extent applicable and to the extent permitted by law, any continuing coverage provided to the Executive and/or his dependents pursuant to this subparagraph (iii) shall be considered part of, and not in addition to, any coverage required under COBRA. |
(iv) | The Executive will be provided with a lump sum payment of $12,000 for professional outplacement services. |
(d) | Termination for Voluntary Resignation, Mutual Agreement or Other Reasons. If the Executive’s Termination Date occurs during the Agreement Term and is a result of the Executive’s voluntary resignation, the mutual agreement of the parties, or any reason other than those specified in paragraphs 5(b) or (c) above, then, except as described in paragraph 5(a) or as agreed in writing between the Executive and the Company, the Executive shall have no right to payments or benefits under this Agreement (and the Company shall have no obligation to make any such payments or provide any such benefits) for periods after the Executive’s Termination Date. |
(a) | any payment or benefit to which the Executive is entitled from the Company, any affiliate, or trusts established by the Company or by any affiliate (the “Payments,” which shall include, without limitation, the vesting of an option or other non-cash benefit or property) are subject to the tax imposed by section 4999 of the Code or any successor provision to that section; and |
(b) | reduction of the Payments to the amount necessary to avoid the application of such tax would result in the Executive retaining an amount that is greater than the amount he would retain if the Payments were made without such reduction but after the reduction for the amount of the tax imposed by section 4999 of the Code; |
(a) | The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. |
(b) | After a successor assumes this Agreement in accordance with this Section 18, only such successor shall be liable for amounts payable after such assumption, and no other companies (including, without limitation, the Company and any other predecessors) shall have liability for amounts payable after such assumption. |
(c) | If the successor is required to assume the obligations of this Agreement under subparagraph 18(a), the successor shall execute and deliver to the Executive a written acknowledgment of the assumption of the Agreement. |
(a) | in the case of delivery by overnight service with guaranteed next day delivery, the next day or the day designated for delivery; |
(b) | in the case of certified or registered U.S. mail, five days after deposit in the U.S. mail; or |
(c) | in the case of facsimile, the date upon which the transmitting party received confirmation of receipt by facsimile, telephone or otherwise; |
/s/ Boyd H. McGathey |
EXECUTIVE |
FERRELLGAS, INC. |
By Boyd H. McGathey Its Executive Vice President and Chief Operating Officer Date 9/25/13 |
1. | I have reviewed this report on Form 10-K for the year ended July 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-K for the year ended July 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-K for the year ended July 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-K for the year ended July 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-K for the year ended July 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-K for the year ended July 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-K for the year ended July 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-K for the year ended July 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. |
Contingencies And Commitments (Narrative) (Details) (USD $)
In Millions, unless otherwise specified |
12 Months Ended | ||
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Jul. 31, 2013
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Jul. 31, 2012
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Jul. 31, 2011
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Transportation Equipment [Member]
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Transportation equipment lease expiration period | 5 years | ||
Guarantees Residual Value, Fair Value Disclosure | $ 0.9 | ||
Guarantor Obligations, Maximum Exposure, Undiscounted | 4.1 | ||
Transportation Equipment [Member] | Ferrellgas, L.P. [Member]
|
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Transportation equipment lease expiration period | 5 years | ||
Guarantees Residual Value, Fair Value Disclosure | 0.9 | ||
Guarantor Obligations, Maximum Exposure, Undiscounted | 4.1 | ||
Property And Equipment [Member]
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Non-cancelable operating leases, expiration year | 2024 | ||
Rental expense | 32.2 | 31.7 | 33.3 |
Property And Equipment [Member] | Ferrellgas, L.P. [Member]
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Non-cancelable operating leases, expiration year | 2024 | ||
Rental expense | $ 32.2 | $ 31.7 | $ 33.3 |
Income Taxes (Narrative) (Details) (USD $)
|
12 Months Ended | ||
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Jul. 31, 2013
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Jul. 31, 2012
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Jul. 31, 2011
|
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Deferred tax expense (benefit) | $ 133,000 | $ 913,000 | $ 751,000 |
Deferred tax assets | 1,367,000 | 1,158,000 | |
Ferrellgas Partners Finance Corp. [Member]
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Deferred tax assets, operating loss carryforwards | 5,063 | ||
Net operating loss carryforward | 13,016 | ||
Net operating loss carryforward, expiration date | Jul. 31, 2033 | ||
Deferred tax expense (benefit) | 0 | 0 | 0 |
Deferred tax assets | 0 | 0 | |
Valuation allowance provided for deferred tax asset | 5,063 | ||
Ferrellgas Finance Corp. [Member]
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Deferred tax assets, operating loss carryforwards | 17,046 | ||
Net operating loss carryforward | 43,820 | ||
Net operating loss carryforward, expiration date | Jul. 31, 2033 | ||
Deferred tax expense (benefit) | 0 | 0 | 0 |
Deferred tax assets | 0 | 0 | |
Valuation allowance provided for deferred tax asset | $ 17,046 |
Debt
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Jul. 31, 2013
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Debt | Debt Short-term borrowings Ferrellgas classified a portion of its secured credit facility 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 July 31, 2013 and 2012, $50.1 million and $95.7 million, respectively, were classified as short-term borrowings. For further discussion see the secured credit facility section below. Long-term debt Long-term debt consists of the following:
Secured credit facility During September 2011, Ferrellgas executed an amendment to its secured credit facility. This amendment changed the maturity of the secured credit facility to five years, extended the maturity date to September 2016 and changed the applicable margins for base rate and Eurodollar loans. There was no change to the size of the facility which remains at $400.0 million with a letter of credit sublimit of $200.0 million. Borrowings on the amended secured credit facility bear interest at rates ranging from 1.25% to 1.50% lower than the previous secured credit facility. The 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. As of July 31, 2013, Ferrellgas had total borrowings outstanding under its secured credit facility of $171.4 million, of which $121.3 million was classified as long-term debt. As of July 31, 2012, Ferrellgas had total borrowings outstanding under its secured credit facility of $160.0 million, of which $64.3 million was classified as long-term debt. Borrowings outstanding at July 31, 2013 and 2012 under the secured credit facility had a weighted average interest rate of 3.7% and 4.2%, respectively. All borrowings under the secured credit facility bear interest, at Ferrellgas’ option, at a rate equal to either:
As of July 31, 2013, the federal funds rate and Bank of America’s prime rate were 0.09% and 3.25%, respectively. As of July 31, 2012, the federal funds rate and Bank of America’s prime rate were 0.13% and 3.25%, respectively. As of July 31, 2013, the one-month and three-month Eurodollar Rates were 0.22% and 0.28%, respectively. As of July 31, 2012, the one-month and three-month Eurodollar Rates were 0.31% and 0.43%, respectively. In addition, an annual commitment fee is payable at a per annum rate of 0.50% times the actual daily amount by which the facility exceeds the sum of (i) the outstanding amount of revolving credit loans and (ii) the outstanding amount of letter of credit obligations. The obligations under this credit facility are secured by substantially all assets of the operating partnership, the general partner and certain subsidiaries of the operating partnership but specifically excluding (a) assets that are subject to the operating partnership’s accounts receivable securitization facility, (b) the general partner’s equity interest in Ferrellgas Partners and (c) equity interest in certain unrestricted subsidiaries. Such obligations are also guaranteed by the general partner and certain subsidiaries of the operating partnership. Letters of credit outstanding at July 31, 2013 totaled $53.9 million and were used primarily to secure insurance arrangements and to a lesser extent, product purchases. Letters of credit outstanding at July 31, 2012 totaled $64.5 million and were used primarily to secure insurance arrangements and to a lesser extent, commodity hedges and product purchases. At July 31, 2013, Ferrellgas had available letter of credit remaining capacity of $146.1 million. At July 31, 2012, Ferrellgas had available letter of credit remaining capacity of $135.5 million. Ferrellgas incurred commitment fees of $0.9 million, $0.9 million and $1.1 million in fiscal 2013, 2012 and 2011, respectively. Interest rate swaps During May 2012, the operating partnership entered into a $140.0 million interest rate swap agreement to hedge against changes in fair value on a portion of its $300.0 million 9.125% fixed rate senior notes due 2017. The operating partnership receives 9.125% and pays one-month LIBOR plus 7.96%, on the $140.0 million swapped. In May 2012, the operating partnership also entered into a $140.0 million interest rate swap agreement to hedge against changes in fair value on a portion of its $500.0 million 6.5% fixed rate senior notes due 2021. The operating partnership receives 6.5% and pays a one-month LIBOR plus 4.715%, on the $140.0 million swapped. The operating partnership has accounted for these agreements as fair value hedges. In May 2012, the operating partnership entered into a forward interest rate swap agreement to hedge against variability in forecasted interest payments on the operating partnership’s secured credit facility and collateralized note payable borrowings under the accounts receivable securitization facility. From August 2015 through July 2017, the operating partnership will pay 1.95% and receive variable payments based on one-month LIBOR for the notional amount of $175.0 million. From August 2017 through July 2018, the operating partnership will pay 1.95% and receive variable payments based on one-month LIBOR for the notional amount of $100.0 million. The operating partnership has accounted for this agreement as a cash flow hedge. Covenants The senior notes and the credit facility agreement contain various restrictive covenants applicable to Ferrellgas and its subsidiaries, the most restrictive relating to additional indebtedness. In addition, Ferrellgas Partners is prohibited from making cash distributions of the minimum quarterly distribution if a default or event of default exists or would exist upon making such distribution, or if Ferrellgas fails to meet certain coverage tests. As of July 31, 2013, Ferrellgas is in compliance with all requirements, tests, limitations and covenants related to these debt agreements. The scheduled annual principal payments on long-term debt are as follows:
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Ferrellgas, L.P. [Member]
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Debt | Debt Short-term borrowings Ferrellgas, L.P. classified a portion of its secured credit facility 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 July 31, 2013 and 2012, $50.1 million and $95.7 million, respectively, were classified as short-term borrowings. For further discussion see the secured credit facility section below. Long-term debt Long-term debt consists of the following:
Secured credit facility During September 2011, Ferrellgas, L.P. executed an amendment to its secured credit facility. This amendment changed the maturity of the secured credit facility to five years, extended the maturity date to September 2016 and changed the applicable margins for base rate and Eurodollar loans. There was no change to the size of the facility which remains at $400.0 million with a letter of credit sublimit of $200.0 million. Borrowings on the amended secured credit facility bear interest at rates ranging from 1.25% to 1.50% lower than the previous secured credit facility. The 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. As of July 31, 2013, Ferrellgas, L.P. had total borrowings outstanding under its secured credit facility of $171.4 million, of which $121.3 million was classified as long-term debt. As of July 31, 2012, Ferrellgas, L.P. had total borrowings outstanding under its secured credit facility of $160.0 million, of which $64.3 million was classified as long-term debt. Borrowings outstanding at July 31, 2013 and 2012 under the secured credit facility had a weighted average interest rate of 3.7% and 4.2%, respectively. All borrowings under the secured credit facility bear interest, at Ferrellgas, L.P.’s option, at a rate equal to either:
As of July 31, 2013, the federal funds rate and Bank of America’s prime rate were 0.09% and 3.25%, respectively. As of July 31, 2012, the federal funds rate and Bank of America’s prime rate were 0.13% and 3.25%, respectively. As of July 31, 2013, the one-month and three-month Eurodollar Rates were 0.22% and 0.28%, respectively. As of July 31, 2012, the one-month and three-month Eurodollar Rates were 0.31% and 0.43%, respectively. In addition, an annual commitment fee is payable at a per annum rate of 0.50% times the actual daily amount by which the facility exceeds the sum of (i) the outstanding amount of revolving credit loans and (ii) the outstanding amount of letter of credit obligations. The obligations under this credit facility are secured by substantially all assets of Ferrellgas, L.P., the general partner and certain subsidiaries of Ferrellgas, L.P. but specifically excluding (a) assets that are subject to Ferrellgas, L.P.’s accounts receivable securitization facility, (b) the general partner’s equity interest in Ferrellgas Partners and (c) equity interest in certain unrestricted subsidiaries. Such obligations are also guaranteed by the general partner and certain subsidiaries of Ferrellgas, L.P. Letters of credit outstanding at July 31, 2013 totaled $53.9 million and were used primarily to secure insurance arrangements and to a lesser extent, commodity hedges and product purchases. Letters of credit outstanding at July 31, 2012 totaled $64.5 million and were used primarily to secure insurance arrangements and to a lesser extent, product purchases. At July 31, 2013, Ferrellgas, L.P. had available letter of credit remaining capacity of $146.1 million. At July 31, 2012 Ferrellgas, L.P. had available letter of credit remaining capacity of $135.5 million. Ferrellgas, L.P. incurred commitment fees of $0.9 million, $0.9 million and $1.1 million in fiscal 2013, 2012 and 2011, respectively. Interest rate swaps In May 2012, Ferrellgas, L.P. entered into a $140.0 million interest rate swap agreement to hedge against changes in fair value on a portion of its $300.0 million 9.125% fixed rate senior notes due 2017. Beginning in May 2012, Ferrellgas, L.P. will receive 9.125% and will pay one-month LIBOR plus 7.96%, on the $140.0 million swapped. In May 2012, Ferrellgas, L.P. also entered into a $140.0 million interest rate swap agreement to hedge against changes in fair value on a portion of its $500.0 million 6.5% fixed rate senior notes due 2021. Beginning in May 2012, Ferrellgas, L.P. will receive 6.5% and will pay a one-month LIBOR plus 4.715%, on the $140.0 million swapped. Ferrellgas, L.P. has accounted for these agreements as fair value hedges. In May 2012, Ferrellgas, L.P. entered into a forward interest rate swap agreement to hedge against variability in forecasted interest payments on Ferrellgas, L.P.’s secured credit facility and collateralized note payable borrowings under the accounts receivable securitization facility. From August 2015 through July 2017, Ferrellgas, L.P. will pay 1.95% and receive variable payments based on one-month LIBOR for the notional amount of $175.0 million. From August 2017 through July 2018, Ferrellgas, L.P. will pay 1.95% and receive variable payments based on one-month LIBOR for the notional amount of $100.0 million. Ferrellgas, L.P. has accounted for this agreement as a cash flow hedge. Covenants The senior notes and the credit facility agreement contain various restrictive covenants applicable to Ferrellgas, L.P. and its subsidiaries, the most restrictive relating to additional indebtedness. In addition, Ferrellgas, L.P. is prohibited from making cash distributions if a default or event of default exists or would exist upon making such distribution, or if Ferrellgas, L.P. fails to meet certain coverage tests. As of July 31, 2013, Ferrellgas, L.P. is in compliance with all requirements, tests, limitations and covenants related to these debt agreements. The scheduled annual principal payments on long-term debt are as follows:
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Consolidated Statements Of Earnings (USD $)
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12 Months Ended | ||
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Jul. 31, 2013
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Jul. 31, 2012
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Jul. 31, 2011
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Revenues: | |||
Propane and other gas liquids sales | $ 1,739,267,000 | $ 2,160,945,000 | $ 2,212,257,000 |
Other | 236,200,000 | 178,147,000 | 210,958,000 |
Total revenues | 1,975,467,000 | 2,339,092,000 | 2,423,215,000 |
Costs and expenses: | |||
Cost of product sold - propane and other gas liquids sales | 1,092,261,000 | 1,601,886,000 | 1,609,344,000 |
Cost of product sold - other | 144,456,000 | 95,323,000 | 124,470,000 |
Operating expense | 412,450,000 | 401,727,000 | 411,038,000 |
Depreciation and amortization expense | 83,344,000 | 83,841,000 | 82,486,000 |
General and administrative expense | 53,181,000 | 43,212,000 | 61,891,000 |
Equipment lease expense | 15,983,000 | 14,648,000 | 14,435,000 |
Non-cash employee stock ownership plan compensation charge | 15,769,000 | 9,440,000 | 10,157,000 |
Loss on disposal of assets | 10,421,000 | 6,035,000 | 3,633,000 |
Operating income (loss) | 147,602,000 | 82,980,000 | 105,761,000 |
Interest expense | (89,145,000) | (93,254,000) | (101,885,000) |
Loss on extinguishment of debt | (46,962,000) | ||
Other income (expense), net | 565,000 | 506,000 | 567,000 |
Earnings (loss) before income taxes | 59,022,000 | (9,768,000) | (42,519,000) |
Income tax expense | 1,855,000 | 1,128,000 | 1,241,000 |
Net earnings (loss) | 57,167,000 | (10,896,000) | (43,760,000) |
Net earnings (loss) attributable to noncontrolling interest | 741,000 | 56,000 | (112,000) |
Net earnings (loss) attributable to Ferrellgas Partners, L.P. | 56,426,000 | (10,952,000) | (43,648,000) |
Less: General partner's interest in net earnings (loss) | 564,000 | (110,000) | (436,000) |
Common unitholders' interest in net earnings (loss) | 55,862,000 | (10,842,000) | (43,212,000) |
Basic and diluted net earnings (loss) per common unitholders' interest | $ 0.71 | $ (0.14) | $ (0.60) |
Cash distributions declared per common unit | $ 2.00 | $ 2.00 | $ 2.00 |
Ferrellgas Partners Finance Corp. [Member]
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Costs and expenses: | |||
General and administrative expense | 2,038 | 1,999 | 2,789 |
Net earnings (loss) | (2,038) | (1,999) | (2,789) |
Ferrellgas, L.P. [Member]
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Revenues: | |||
Propane and other gas liquids sales | 1,739,267,000 | 2,160,945,000 | 2,212,257,000 |
Other | 236,200,000 | 178,147,000 | 210,958,000 |
Total revenues | 1,975,467,000 | 2,339,092,000 | 2,423,215,000 |
Costs and expenses: | |||
Cost of product sold - propane and other gas liquids sales | 1,092,261,000 | 1,601,886,000 | 1,609,344,000 |
Cost of product sold - other | 144,456,000 | 95,323,000 | 124,470,000 |
Operating expense | 412,430,000 | 401,377,000 | 410,680,000 |
Depreciation and amortization expense | 83,344,000 | 83,841,000 | 82,486,000 |
General and administrative expense | 53,181,000 | 43,212,000 | 61,891,000 |
Equipment lease expense | 15,983,000 | 14,648,000 | 14,435,000 |
Non-cash employee stock ownership plan compensation charge | 15,769,000 | 9,440,000 | 10,157,000 |
Loss on disposal of assets | 10,421,000 | 6,035,000 | 3,633,000 |
Operating income (loss) | 147,622,000 | 83,330,000 | 106,119,000 |
Interest expense | (72,974,000) | (77,127,000) | (80,074,000) |
Loss on extinguishment of debt | (36,449,000) | ||
Other income (expense), net | 565,000 | 506,000 | 567,000 |
Earnings (loss) before income taxes | 75,213,000 | 6,709,000 | (9,837,000) |
Income tax expense | 1,838,000 | 1,120,000 | 1,225,000 |
Net earnings (loss) | 73,375,000 | 5,589,000 | (11,062,000) |
Ferrellgas Finance Corp. [Member]
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Costs and expenses: | |||
General and administrative expense | 4,999 | 3,489 | 8,163 |
Net earnings (loss) | $ (4,999) | $ (3,489) | $ (8,163) |
Partnership Organization And Formation
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12 Months Ended |
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Jul. 31, 2013
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Partnership Organization And Formation | Partnership organization and formation Ferrellgas Partners, L.P. (“Ferrellgas Partners”) was formed on April 19, 1994, and is a publicly traded limited partnership, owning an approximate 99% limited partner interest in Ferrellgas, L.P. (the "operating partnership"). Ferrellgas Partners and the operating partnership, collectively referred to as “Ferrellgas,” are both Delaware limited partnerships and are governed by their respective partnership agreements. Ferrellgas Partners was formed to acquire and hold a limited partner interest in the operating partnership. The operating partnership was formed to acquire, own and operate the propane business and assets of Ferrellgas, Inc. (the "general partner"), a wholly-owned subsidiary of Ferrell Companies, Inc. (“Ferrell Companies”). As of July 31, 2013, Ferrell Companies beneficially owns 21.7 million of Ferrellgas Partners’ outstanding common units. The general partner has retained a 1% general partner interest in Ferrellgas Partners and also holds an approximate 1% general partner interest in the operating partnership, representing an effective 2% general partner interest in Ferrellgas on a combined basis. As general partner, it performs all management functions required by Ferrellgas. Ferrellgas Partners is a holding entity that conducts no operations and has two subsidiaries, Ferrellgas Partners Finance Corp. and the operating partnership. Ferrellgas Partners owns a 100% equity interest in Ferrellgas Partners Finance Corp., whose only business activity is to act as the co-issuer and co-obligor of any debt issued by Ferrellgas Partners. The operating partnership is the only operating subsidiary of Ferrellgas Partners. The operating partnership 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. The operating partnership serves residential, industrial/commercial, portable tank exchange, agricultural, wholesale and other customers in all 50 states, the District of Columbia, and Puerto Rico. Ferrell Companies is wholly-owned by a leveraged employee stock ownership trust (“ESOT”) established pursuant to the Ferrell Companies Employee Stock Ownership Plan (“ESOP”). The purpose of the ESOP is to provide employees of the general partner an opportunity for ownership in Ferrell Companies and indirectly in Ferrellgas. As contributions are made by Ferrell Companies to the ESOT in the future, shares of Ferrell Companies are allocated to the employees’ ESOP accounts. |
Ferrellgas Partners Finance Corp. [Member]
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Partnership Organization And Formation | Formation Ferrellgas Partners Finance Corp. (the “Finance Corp.”), a Delaware corporation, was formed on March 28, 1996 and is a wholly-owned subsidiary of Ferrellgas Partners, L.P. (the “Partnership”). The Partnership contributed $1,000 to the Finance Corp. on April 8, 1996 in exchange for 1,000 shares of common stock. The Finance Corp. has nominal assets, does not conduct any operations and has no employees. |
Ferrellgas, L.P. [Member]
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Partnership Organization And Formation | Partnership organization and formation Ferrellgas, L.P. was formed on April 22, 1994, and is a Delaware limited partnership. Ferrellgas, L.P. owns and operates propane distribution and related assets. Ferrellgas Partners, L.P. (“Ferrellgas Partners”), a publicly traded limited partnership, holds an approximate 99% limited partner interest in, and consolidates, Ferrellgas, L.P. Ferrellgas, Inc. (the “general partner”), a wholly-owned subsidiary of Ferrell Companies, Inc. (“Ferrell Companies”), holds an approximate 1% general partner interest in Ferrellgas, L.P. and performs all management functions required by Ferrellgas, L.P. Ferrellgas Partners and Ferrellgas, L.P. are governed by their respective partnership agreements. These agreements contain specific provisions for the allocation of net earnings and loss to each of the partners for purposes of maintaining the partner capital accounts. Ferrellgas, L.P. owns a 100% equity interest in Ferrellgas Finance Corp., whose only business activity is to act as the co-issuer and co-obligor of any debt issued by Ferrellgas, L.P. Ferrellgas, L.P. 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, L.P. serves residential, industrial/commercial, portable tank exchange, agricultural, wholesale and other customers in all 50 states, the District of Columbia, and Puerto Rico. Ferrell Companies is wholly-owned by a leveraged employee stock ownership trust (“ESOT”) established pursuant to the Ferrell Companies Employee Stock Ownership Plan (“ESOP”). The purpose of the ESOP is to provide employees of the general partner an opportunity for ownership in Ferrell Companies and indirectly in Ferrellgas, L.P. As contributions are made by Ferrell Companies to the ESOT in the future, shares of Ferrell Companies are allocated to the employees’ ESOP accounts. |
Ferrellgas Finance Corp. [Member]
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Partnership Organization And Formation | Formation Ferrellgas Finance Corp. (the “Finance Corp.”), a Delaware corporation, was formed on January 16, 2003 and is a wholly-owned subsidiary of Ferrellgas, L.P. (the “Partnership”). The Partnership contributed $1,000 to the Finance Corp. on January 24, 2003 in exchange for 1,000 shares of common stock. The Finance Corp. has nominal assets, does not conduct any operations and has no employees. |
Net Earnings (Loss) Per Common Unitholders' Interest
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12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jul. 31, 2013
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Earnings Per Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net Earnings (Loss) Per Common Unitholders' Interest | Net earnings (loss) per common unitholders’ interest Below is a calculation of the basic and diluted net earnings (loss) available per common unitholders’ interest in the consolidated statements of earnings for the periods indicated. In accordance with guidance issued by the FASB regarding participating securities and the two-class method, Ferrellgas calculates net earnings (loss) per common unitholders’ interest for each period presented according to distributions declared and participation rights in undistributed earnings, as if all of the earnings or loss for the period had been distributed. In periods with undistributed earnings above certain levels, the calculation according to the two-class method results in an increased allocation of undistributed earnings to the general partner and a dilution of the earnings to the limited partners. There was not a dilutive effect resulting from this guidance on basic and diluted net earnings (loss) per common unitholders’ interest for fiscal 2013, 2012 and 2011. In periods with net losses, the allocation of the net losses to the limited partners and the general partner will be determined based on the same allocation basis specified in the Ferrellgas Partners’ partnership agreement that would apply to periods in which there were no undistributed earnings. Additionally, in periods with net losses, there are no dilutive securities. Units that could potentially dilute basic net earnings per common unitholders’ interest in the future that were not included in the computation of diluted net earnings per common unitholders’ interest, because it would have been antidilutive for the years ended July 31, 2012 and 2011 were 0.1 million and 0.1 million, respectively.
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Debt (Short-Term Borrowings Narrative) (Details) (USD $)
In Thousands, unless otherwise specified |
Jul. 31, 2013
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Jul. 31, 2012
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Short-term borrowings | $ 50,054 | $ 95,730 |
Ferrellgas, L.P. [Member]
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Short-term borrowings | $ 50,054 | $ 95,730 |
Supplemental Financial Statement Information (Schedule Of Inventories) (Details) (USD $)
In Thousands, unless otherwise specified |
Jul. 31, 2013
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Jul. 31, 2012
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Propane gas and related products | $ 94,946 | $ 110,517 |
Appliances, parts and supplies | 22,170 | 17,081 |
Inventories | 117,116 | 127,598 |
Ferrellgas, L.P. [Member]
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Propane gas and related products | 94,946 | 110,517 |
Appliances, parts and supplies | 22,170 | 17,081 |
Inventories | $ 117,116 | $ 127,598 |
Partners' Capital
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Jul. 31, 2013
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Partners' Capital | Partners' capital As of July 31, 2013 and 2012, limited partner units were beneficially owned by the following:
Together these limited partner units represent Ferrellgas Partner’s limited partners’ interest and an effective 98% economic interest in Ferrellgas Partners, exclusive of the general partners’ incentive distribution rights. The general partner has an effective 2% interest in Ferrellgas Partners, excluding incentive distribution rights. Since ongoing distributions have not yet reached the levels required to commence payment of incentive distribution rights to the general partner, distributions to the partners from operations or interim capital transactions will generally be made in accordance with the above percentages. In liquidation, allocations and distributions will be made in accordance with each common unitholder’s positive capital account. The common units of Ferrellgas Partners represent limited partner interests in Ferrellgas Partners, which give the holders thereof the right to participate in distributions made by Ferrellgas Partners and to exercise the other rights or privileges available to such holders under the Fourth Amended and Restated Agreement of Limited Partnership of Ferrellgas Partners, L.P. dated February 18, 2003 (the “Partnership Agreement”). Under the terms of the Partnership Agreement, holders of common units have limited voting rights on matters affecting the business of Ferrellgas Partners. Generally, persons owning 20% or more of Ferrellgas Partners’ outstanding common units cannot vote; however, this limitation does not apply to those common units owned by the general partner or its “affiliates,” as such term is defined in the Partnership Agreement. Ferrellgas maintains shelf registration statements for the issuance of common units, and other securities that may include deferred participation units, warrants and debt securities. The Partnership Agreement allows the general partner to issue an unlimited number of additional Ferrellgas general and limited partner interests and other equity securities of Ferrellgas Partners for such consideration and on such terms and conditions as shall be established by the general partner without the approval of any unitholders. Partnership distributions paid Ferrellgas Partners has paid the following distributions:
On August 22, 2013, Ferrellgas Partners declared a cash distribution of $0.50 per common unit for the three months ended July 31, 2013, which was paid on September 13, 2013. Included in this cash distribution were the following amounts paid to related parties:
See additional discussions about transactions with related parties in Note L – Transactions with related parties. Common unit issuances During fiscal 2012, Ferrellgas Partners, in a non-brokered registered direct offering, issued to Ferrell Companies 1.4 million common units. Net proceeds of approximately $25.0 million were used to reduce outstanding indebtedness under the operating partnership’s secured credit facility. During fiscal 2012, Ferrellgas Partners entered into an agreement with an institutional investor relating to a non-brokered registered direct offering of 1.5 million common units. Net proceeds of approximately $25.0 million were used to reduce outstanding indebtedness under the operating partnership’s secured credit facility. During fiscal 2012, Ferrellgas issued 0.1 million common units valued at $1.3 million in connection with acquisitions of propane distribution assets. Accumulated Other Comprehensive Income (Loss) (“AOCI”) See Note K – Derivative instruments and hedging activities – for details regarding changes in fair value on risk management financial derivatives recorded within AOCI for the years ended July 31, 2013 and 2012. General partner’s commitment to maintain its capital account Ferrellgas’ partnership agreements allows the general partner to have an option to maintain its effective 2% general partner interest concurrent with the issuance of other additional equity. During fiscal 2013, the general partner made cash contributions of $18 thousand and non-cash contributions of $0.6 million to Ferrellgas to maintain its effective 2% general partner interest. During fiscal 2012, the general partner made cash contributions of $1.1 million and non-cash contributions of $0.4 million to Ferrellgas to maintain its effective 2% general partner interest. |
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Ferrellgas, L.P. [Member]
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Partners' Capital | Partners’ capital Partnership distributions paid Ferrellgas, L.P. has paid the following distributions:
On August 22, 2013, Ferrellgas, L.P. declared distributions for the three months ended July 31, 2013 to Ferrellgas Partners and the general partner of $39.9 million and $0.4 million, respectively, which were paid on September 13, 2013. Partnership contributions During fiscal 2013 and 2012, Ferrellgas, L.P. received cash contributions of $0.8 million and $50.7 million, respectively, from Ferrellgas Partners. The proceeds were used to reduce outstanding indebtedness under Ferrellgas, L.P.’s secured credit facility. During fiscal 2012, Ferrellgas, L.P. received asset contributions of $1.3 million, from Ferrellgas Partners in connection with acquisitions of propane distribution assets. See additional discussions about transactions with related parties in Note L – Transactions with related parties. Accumulated other comprehensive income (loss) (“AOCI”) See Note K – Derivative instruments and hedging activities – for details regarding changes in fair value on risk management financial derivatives recorded within AOCI for the years ended July 31, 2013 and 2012. General partner’s commitment to maintain its capital account Ferrellgas, L.P.’s partnership agreement allows the general partner to have an option to maintain its 1.0101% general partner interest concurrent with the issuance of other additional equity. During fiscal 2013, the general partner made cash contributions of $9 thousand and non-cash contributions of $0.3 million to Ferrellgas, L.P. to maintain its 1.0101% general partner interest. During fiscal 2012, the general partner made cash contributions of $0.5 million and non-cash contributions of $0.2 million to Ferrellgas, L.P. to maintain its 1.0101% general partner interest. |
Contingencies And Commitments (Contractual Operating Lease Commitments And Buyouts) (Details) (USD $)
In Thousands, unless otherwise specified |
Jul. 31, 2013
|
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Operating Lease Obligations [Member]
|
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Operating Leased Assets [Line Items] | |
2014 | $ 24,500 |
2015 | 19,785 |
2016 | 16,165 |
2017 | 12,644 |
2018 | 9,702 |
Thereafter | 7,511 |
Operating Lease Obligations [Member] | Ferrellgas, L.P. [Member]
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Operating Leased Assets [Line Items] | |
2014 | 24,500 |
2015 | 19,785 |
2016 | 16,165 |
2017 | 12,644 |
2018 | 9,702 |
Thereafter | 7,511 |
Operating Lease Buyouts [Member]
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Operating Leased Assets [Line Items] | |
2014 | 1,682 |
2015 | 1,230 |
2016 | 1,083 |
2017 | 1,327 |
2018 | 2,746 |
Thereafter | 5,433 |
Operating Lease Buyouts [Member] | Ferrellgas, L.P. [Member]
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Operating Leased Assets [Line Items] | |
2014 | 1,682 |
2015 | 1,230 |
2016 | 1,083 |
2017 | 1,327 |
2018 | 2,746 |
Thereafter | $ 5,433 |
Supplemental Financial Statement Information (Property, Plant And Equipment) (Details) (USD $)
In Thousands, unless otherwise specified |
12 Months Ended | |
---|---|---|
Jul. 31, 2013
|
Jul. 31, 2012
|
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Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,207,268 | $ 1,223,728 |
Less: accumulated depreciation | 617,541 | 597,177 |
Property, plant and equipment, net | 589,727 | 626,551 |
Ferrellgas, L.P. [Member]
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Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,207,268 | 1,223,728 |
Less: accumulated depreciation | 617,541 | 597,177 |
Property, plant and equipment, net | 589,727 | 626,551 |
Land [Member]
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Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | Indefinite | |
Property, plant and equipment, gross | 30,978 | 31,229 |
Land [Member] | Ferrellgas, L.P. [Member]
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Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | Indefinite | |
Property, plant and equipment, gross | 30,978 | 31,229 |
Land Improvements [Member]
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Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 12,021 | 11,418 |
Land Improvements [Member] | Ferrellgas, L.P. [Member]
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Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 12,021 | 11,418 |
Buildings And Improvements [Member]
|
||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 20 years | |
Property, plant and equipment, gross | 67,050 | 67,027 |
Buildings And Improvements [Member] | Ferrellgas, L.P. [Member]
|
||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 20 years | |
Property, plant and equipment, gross | 67,050 | 67,027 |
Vehicles, Including Transport Trailers [Member]
|
||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 101,224 | 102,374 |
Vehicles, Including Transport Trailers [Member] | Ferrellgas, L.P. [Member]
|
||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 101,224 | 102,374 |
Bulk Equipment And District Facilities [Member]
|
||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 107,835 | 109,050 |
Bulk Equipment And District Facilities [Member] | Ferrellgas, L.P. [Member]
|
||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 107,835 | 109,050 |
Tanks, Cylinders And Customer Equipment [Member]
|
||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 767,365 | 782,293 |
Tanks, Cylinders And Customer Equipment [Member] | Ferrellgas, L.P. [Member]
|
||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 767,365 | 782,293 |
Computer And Office Equipment [Member]
|
||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 117,718 | 116,916 |
Computer And Office Equipment [Member] | Ferrellgas, L.P. [Member]
|
||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 117,718 | 116,916 |
Construction In Progress [Member]
|
||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 3,077 | 3,421 |
Construction In Progress [Member] | Ferrellgas, L.P. [Member]
|
||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 3,077 | $ 3,421 |
Minimum [Member]
|
||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 2 years | |
Minimum [Member] | Ferrellgas, L.P. [Member]
|
||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 2 years | |
Minimum [Member] | Land Improvements [Member]
|
||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 2 years | |
Minimum [Member] | Land Improvements [Member] | Ferrellgas, L.P. [Member]
|
||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 2 years | |
Minimum [Member] | Vehicles, Including Transport Trailers [Member]
|
||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 8 years | |
Minimum [Member] | Vehicles, Including Transport Trailers [Member] | Ferrellgas, L.P. [Member]
|
||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 8 years | |
Minimum [Member] | Bulk Equipment And District Facilities [Member]
|
||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 5 years | |
Minimum [Member] | Bulk Equipment And District Facilities [Member] | Ferrellgas, L.P. [Member]
|
||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 5 years | |
Minimum [Member] | Tanks, Cylinders And Customer Equipment [Member]
|
||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 2 years | |
Minimum [Member] | Tanks, Cylinders And Customer Equipment [Member] | Ferrellgas, L.P. [Member]
|
||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 2 years | |
Minimum [Member] | Computer And Office Equipment [Member]
|
||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 2 years | |
Minimum [Member] | Computer And Office Equipment [Member] | Ferrellgas, L.P. [Member]
|
||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 2 years | |
Maximum [Member]
|
||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 30 years | |
Maximum [Member] | Ferrellgas, L.P. [Member]
|
||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 30 years | |
Maximum [Member] | Land Improvements [Member]
|
||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 20 years | |
Maximum [Member] | Land Improvements [Member] | Ferrellgas, L.P. [Member]
|
||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 20 years | |
Maximum [Member] | Vehicles, Including Transport Trailers [Member]
|
||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 20 years | |
Maximum [Member] | Vehicles, Including Transport Trailers [Member] | Ferrellgas, L.P. [Member]
|
||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 20 years | |
Maximum [Member] | Bulk Equipment And District Facilities [Member]
|
||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 30 years | |
Maximum [Member] | Bulk Equipment And District Facilities [Member] | Ferrellgas, L.P. [Member]
|
||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 30 years | |
Maximum [Member] | Tanks, Cylinders And Customer Equipment [Member]
|
||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 30 years | |
Maximum [Member] | Tanks, Cylinders And Customer Equipment [Member] | Ferrellgas, L.P. [Member]
|
||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 30 years | |
Maximum [Member] | Computer And Office Equipment [Member]
|
||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 5 years | |
Maximum [Member] | Computer And Office Equipment [Member] | Ferrellgas, L.P. [Member]
|
||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 5 years |
Fair Value Measurement (Tables)
|
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jul. 31, 2013
|
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Assets and Liabilities Fair Value Heirarchy | The following table presents Ferrellgas’ financial assets and financial liabilities that are measured at fair value on a recurring basis for each of the fair value hierarchy levels, including both current and noncurrent portions, as of July 31, 2013 and 2012:
|
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Ferrellgas, L.P. [Member]
|
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Assets and Liabilities Fair Value Heirarchy | The following table presents Ferrellgas L.P.’s financial assets and financial liabilities that are measured at fair value on a recurring basis for each of the fair value hierarchy levels, including both current and noncurrent portions, as of July 31, 2013 and 2012:
|
Subsequent Events
|
12 Months Ended |
---|---|
Jul. 31, 2013
|
|
Subsequent Events | Subsequent events Ferrellgas has evaluated events and transactions occurring after the balance sheet date through the date Ferrellgas’ consolidated financial statements were issued, and concluded that there were no events or transactions occurring during this period that required recognition or disclosure in its financial statements. |
Ferrellgas Partners Finance Corp. [Member]
|
|
Subsequent Events | Subsequent events The Finance Corp. has evaluated events and transactions occurring after the balance sheet date through the date the Finance Corp.’s consolidated financial statements were issued, and concluded that there were no events or transactions occurring during this period that required recognition or disclosure in its financial statements. |
Ferrellgas, L.P. [Member]
|
|
Subsequent Events | Subsequent events Ferrellgas, L.P. has evaluated events and transactions occurring after the balance sheet date through the date Ferrellgas, L.P.’s consolidated financial statements were issued, and concluded that there were no events or transactions occurring during this period that required recognition or disclosure in its financial statements. |
Ferrellgas Finance Corp. [Member]
|
|
Subsequent Events | Subsequent events The Finance Corp. has evaluated events and transactions occurring after the balance sheet date through the date the Finance Corp.’s consolidated financial statements were issued, and concluded that there were no events or transactions occurring during this period that required recognition or disclosure in its financial statements. |
Income Taxes
|
12 Months Ended |
---|---|
Jul. 31, 2013
|
|
Ferrellgas Partners Finance Corp. [Member]
|
|
Income Taxes | Income taxes Income taxes have been computed separately as the Finance Corp. files its own income tax return. Deferred income taxes are provided as a result of temporary differences between financial and tax reporting using the asset/liability method. Deferred income taxes are recognized for the tax consequences of temporary differences between the financial statement carrying amounts and tax basis of existing assets and liabilities. Due to the inability of the Finance Corp. to utilize the deferred tax benefit of $5,063 associated with the net operating loss carryforward of $13,016, which expire at various dates through July 31, 2033, a valuation allowance has been provided on the full amount of the deferred tax asset. Accordingly, there is no net deferred tax benefit for fiscal 2013, 2012 or 2011, and there is no net deferred tax asset as of July 31, 2013 and 2012. |
Ferrellgas Finance Corp. [Member]
|
|
Income Taxes | Income taxes Income taxes have been computed separately as the Finance Corp. files its own income tax return. Deferred income taxes are provided as a result of temporary differences between financial and tax reporting using the asset/liability method. Deferred income taxes are recognized for the tax consequences of temporary differences between the financial statement carrying amounts and tax basis of existing assets and liabilities. Due to the inability of the Finance Corp. to utilize the deferred tax benefit of $17,046 associated with the net operating loss carryforward of $43,820, which expires at various dates through July 31, 2033, a valuation allowance has been provided on the full amount of the deferred tax asset. Accordingly, there is no net deferred tax benefit for fiscal 2013, 2012 or 2011, and there is no net deferred tax asset as of July 31, 2013 and 2012. |
Schedule II Valuation And Qualifying Accounts (Details) (USD $)
In Thousands, unless otherwise specified |
12 Months Ended | ||
---|---|---|---|
Jul. 31, 2013
|
Jul. 31, 2012
|
Jul. 31, 2011
|
|
Allowance For Doubtful Accounts [Member]
|
|||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at beginning of period | $ 3,812 | $ 4,310 | $ 5,010 |
Charged to cost / expenses | 2,066 | 4,822 | 5,174 |
Other | (2,271) | (5,320) | (6,874) |
Balance at end of period | 3,607 | 3,812 | 4,310 |
Allowance For Doubtful Accounts [Member] | Ferrellgas, L.P. [Member]
|
|||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at beginning of period | 3,812 | 4,310 | 5,010 |
Charged to cost / expenses | 2,066 | 4,822 | 5,174 |
Other | (2,271) | (5,320) | (6,874) |
Balance at end of period | 3,607 | 3,812 | 4,310 |
Adjustments for Change in Accounting Principle [Domain]
|
|||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Other | 1,000 | ||
Adjustments for Change in Accounting Principle [Domain] | Ferrellgas, L.P. [Member]
|
|||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Other | $ 1,000 |
Accounts And Notes Receivable, Net And Accounts Receivable Securitization (Tables)
|
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 31, 2013
|
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Accounts And Notes Receivable | Accounts and notes receivable, net consist of the following:
|
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Ferrellgas, L.P. [Member]
|
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Accounts And Notes Receivable | Accounts and notes receivable, net consist of the following:
|
Transactions With Related Parties (Tables)
|
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 31, 2013
|
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Allocation Of Transactions With Related Parties | 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 consolidated statements of earnings as follows:
|
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Ferrellgas, L.P. [Member]
|
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Allocation Of Transactions With Related Parties | 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 consolidated statements of earnings as follows:
|
Summary Of Significant Accounting Policies (Summary Of Income Tax Expense) (Details) (USD $)
|
12 Months Ended | ||
---|---|---|---|
Jul. 31, 2013
|
Jul. 31, 2012
|
Jul. 31, 2011
|
|
Current expense | $ 1,722,000 | $ 215,000 | $ 490,000 |
Deferred expense | 133,000 | 913,000 | 751,000 |
Income tax expense | 1,855,000 | 1,128,000 | 1,241,000 |
Ferrellgas, L.P. [Member]
|
|||
Current expense | 1,705,000 | 207,000 | 474,000 |
Deferred expense | 133,000 | 913,000 | 751,000 |
Income tax expense | $ 1,838,000 | $ 1,120,000 | $ 1,225,000 |
Summary Of Significant Accounting Policies (Tables)
|
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 31, 2013
|
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Significant Cash And Non-Cash Activities | Certain cash flow and significant non-cash activities are presented below:
|
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Summary Of Income Tax Expense | Income tax expense consisted of the following:
|
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Deferred Tax Assets And Liabilities | Deferred taxes consisted of the following:
|
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Ferrellgas, L.P. [Member]
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Significant Cash And Non-Cash Activities | Certain cash flow and significant non-cash activities are presented below:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary Of Income Tax Expense | Income tax expense consisted of the following:
|
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Deferred Tax Assets And Liabilities | Deferred taxes consisted of the following:
|
Goodwill And Intangible Assets, Net Goodwill And Intangible Assets, Net (Goodwill Rollforward) (Details) (USD $)
In Thousands, unless otherwise specified |
12 Months Ended | ||
---|---|---|---|
Jul. 31, 2013
|
Jul. 31, 2012
|
Jul. 31, 2011
|
|
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | $ 248,944 | $ 248,944 | |
Goodwill acquisitions | 4,640 | 0 | 5 |
Other | (222) | ||
Goodwill, ending balance | 253,362 | 248,944 | 248,944 |
Ferrellgas, L.P. [Member]
|
|||
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | 248,944 | 248,944 | |
Goodwill acquisitions | 4,640 | 0 | 5 |
Other | (222) | ||
Goodwill, ending balance | $ 253,362 | $ 248,944 | $ 248,944 |
Debt (Scheduled Annual Principal Payments On Long-term Debt) (Details) (USD $)
In Thousands, unless otherwise specified |
Jul. 31, 2013
|
---|---|
2014 | $ 3,091 |
2015 | 2,879 |
2016 | 2,757 |
2017 | 123,782 |
2018 | 300,894 |
Thereafter | 683,233 |
Total long-term debt | 1,116,636 |
Ferrellgas, L.P. [Member]
|
|
2014 | 3,091 |
2015 | 2,879 |
2016 | 2,757 |
2017 | 123,782 |
2018 | 300,894 |
Thereafter | 501,233 |
Total long-term debt | $ 934,636 |
Quarterly Data (Unaudited) (Tables)
|
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jul. 31, 2013
|
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Summarized Unaudited Quarterly Data | The following summarized unaudited quarterly data includes all adjustments (consisting only of normal recurring adjustments, with the exception of those items indicated below), which Ferrellgas considers necessary for a fair presentation. Due to the seasonality of the propane distribution industry, first and fourth quarter Revenues, gross margin from propane and other gas liquids sales, Net earnings attributable to Ferrellgas Partners, L.P. and Common unitholders’ interest in net earnings are consistently less than the second and third quarter results. Other factors affecting the results of operations include competitive conditions, demand for product, timing of acquisitions, variations in the weather and fluctuations in propane prices. The sum of Basic and diluted net earnings (loss) per common unitholders’ interest by quarter may not equal the Basic and diluted net earnings (loss) per common unitholders’ interest for the year due to variations in the weighted average units outstanding used in computing such amounts.
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Ferrellgas, L.P. [Member]
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Summarized Unaudited Quarterly Data | The following summarized unaudited quarterly data includes all adjustments (consisting only of normal recurring adjustments, with the exception of those items indicated below), which Ferrellgas, L.P. considers necessary for a fair presentation. Due to the seasonality of the propane distribution industry, first and fourth quarter Revenues, gross margin from propane and other gas liquids sales and Net earnings are consistently less than the second and third quarter results. Other factors affecting the results of operations include competitive conditions, demand for product, timing of acquisitions, variations in the weather and fluctuations in propane prices.
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Debt (Secured Credit Facility Narrative) (Details) (USD $)
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12 Months Ended | ||
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Jul. 31, 2013
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Jul. 31, 2012
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Jul. 31, 2011
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Debt Instrument [Line Items] | |||
Commitment fee payable rate | 0.50% | ||
Letters of credit outstanding | $ 53,900,000 | $ 64,500,000 | |
Letter of credit facility, remaining capacity | 146,100,000 | 135,500,000 | |
Line of credit facility, commitment fee | 900,000 | 900,000 | 1,100,000 |
Ferrellgas, L.P. [Member]
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Debt Instrument [Line Items] | |||
Commitment fee payable rate | 0.50% | ||
Letters of credit outstanding | 53,900,000 | 64,500,000 | |
Letter of credit facility, remaining capacity | 146,100,000 | 135,500,000 | |
Line of credit facility, commitment fee | 900,000 | 900,000 | 1,100,000 |
Letter Of Credit [Member]
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Debt Instrument [Line Items] | |||
Secured line of credit facility | 200,000,000.0 | ||
Letter Of Credit [Member] | Ferrellgas, L.P. [Member]
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Debt Instrument [Line Items] | |||
Secured line of credit facility | 200,000,000.0 | ||
Secured Credit Facility [Member]
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Debt Instrument [Line Items] | |||
Secured credit facility maturity period | 5 years | ||
Debt instrument, maturity date | September 2016 | ||
Secured line of credit facility | 400,000,000.0 | ||
Total borrowings outstanding, line of credit facility | 171,400,000 | 160,000,000 | |
Amount classified as long-term debt | 121,300,000 | 64,300,000 | |
Weighted average interest rate of debt | 3.70% | 4.20% | |
Debt instrument, basis spread rate | 1.75% | 2.00% | |
Secured Credit Facility [Member] | Ferrellgas, L.P. [Member]
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Debt Instrument [Line Items] | |||
Secured credit facility maturity period | 5 years | ||
Debt instrument, maturity date | September 2016 | ||
Secured line of credit facility | 400,000,000.0 | ||
Total borrowings outstanding, line of credit facility | 171,400,000 | 160,000,000 | |
Amount classified as long-term debt | $ 121,300,000 | $ 64,300,000 | |
Weighted average interest rate of debt | 3.70% | 4.20% | |
Debt instrument, basis spread rate | 1.75% | 2.00% | |
Reductions from Previous Facility Rates [Member] | Secured Credit Facility [Member]
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Debt Instrument [Line Items] | |||
Interest Rate, minimum | 1.25% | ||
Interest Rate, maximum | 1.50% | ||
Reductions from Previous Facility Rates [Member] | Secured Credit Facility [Member] | Ferrellgas, L.P. [Member]
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Debt Instrument [Line Items] | |||
Interest Rate, minimum | 1.25% | ||
Interest Rate, maximum | 1.50% | ||
Federal Funds Rate [Member]
|
|||
Debt Instrument [Line Items] | |||
Credit facility interest rate | 0.09% | 0.13% | |
Federal Funds Rate [Member] | Ferrellgas, L.P. [Member]
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|||
Debt Instrument [Line Items] | |||
Credit facility interest rate | 0.09% | 0.13% | |
Federal Funds Rate [Member] | Secured Credit Facility [Member]
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|||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread rate | 0.50% | ||
Federal Funds Rate [Member] | Secured Credit Facility [Member] | Ferrellgas, L.P. [Member]
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|||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread rate | 0.50% | ||
Eurodollar Rate Loan [Member] | Secured Credit Facility [Member]
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|||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread rate | 1.00% | ||
Eurodollar Rate Loan [Member] | Secured Credit Facility [Member] | Ferrellgas, L.P. [Member]
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|||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread rate | 1.00% | ||
Euro Rate [Member] | Secured Credit Facility [Member]
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|||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread rate | 2.75% | 3.00% | |
Euro Rate [Member] | Secured Credit Facility [Member] | Ferrellgas, L.P. [Member]
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|||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread rate | 2.75% | 3.00% | |
Bank Of America's Prime Rate [Member]
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|||
Debt Instrument [Line Items] | |||
Credit facility interest rate | 3.25% | 3.25% | |
Bank Of America's Prime Rate [Member] | Ferrellgas, L.P. [Member]
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|||
Debt Instrument [Line Items] | |||
Credit facility interest rate | 3.25% | 3.25% | |
One-Month Eurodollar Rate [Member]
|
|||
Debt Instrument [Line Items] | |||
Credit facility interest rate | 0.22% | 0.31% | |
One-Month Eurodollar Rate [Member] | Ferrellgas, L.P. [Member]
|
|||
Debt Instrument [Line Items] | |||
Credit facility interest rate | 0.22% | 0.31% | |
Three-Month Eurodollar Rate [Member]
|
|||
Debt Instrument [Line Items] | |||
Credit facility interest rate | 0.28% | 0.43% | |
Three-Month Eurodollar Rate [Member] | Ferrellgas, L.P. [Member]
|
|||
Debt Instrument [Line Items] | |||
Credit facility interest rate | 0.28% | 0.43% | |
Minimum [Member] | Secured Credit Facility [Member]
|
|||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread rate | 1.00% | ||
Minimum [Member] | Secured Credit Facility [Member] | Ferrellgas, L.P. [Member]
|
|||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread rate | 1.00% | ||
Minimum [Member] | Euro Rate [Member] | Secured Credit Facility [Member]
|
|||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread rate | 2.00% | ||
Minimum [Member] | Euro Rate [Member] | Secured Credit Facility [Member] | Ferrellgas, L.P. [Member]
|
|||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread rate | 2.00% | ||
Maximum [Member] | Secured Credit Facility [Member]
|
|||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread rate | 2.00% | ||
Maximum [Member] | Secured Credit Facility [Member] | Ferrellgas, L.P. [Member]
|
|||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread rate | 2.00% | ||
Maximum [Member] | Euro Rate [Member] | Secured Credit Facility [Member]
|
|||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread rate | 3.00% | ||
Maximum [Member] | Euro Rate [Member] | Secured Credit Facility [Member] | Ferrellgas, L.P. [Member]
|
|||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread rate | 3.00% |
Schedule I Parent Only Balance Sheets, Statements Of Earnings And Cash Flows (Balance Sheets) (Parenthetical) (Details)
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Jul. 31, 2013
|
Jul. 31, 2012
|
---|---|---|
Common unitholders, units outstanding | 79,072,819 | 79,006,619 |
General partner unitholder, units outstanding | 798,715 | 798,047 |
Parent Company [Member]
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||
Common unitholders, units outstanding | 79,072,819 | 79,006,619 |
General partner unitholder, units outstanding | 798,715 | 798,047 |
Quarterly Data (Unaudited)
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Jul. 31, 2013
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Quarterly Data | Quarterly data (unaudited) The following summarized unaudited quarterly data includes all adjustments (consisting only of normal recurring adjustments, with the exception of those items indicated below), which Ferrellgas considers necessary for a fair presentation. Due to the seasonality of the propane distribution industry, first and fourth quarter Revenues, gross margin from propane and other gas liquids sales, Net earnings attributable to Ferrellgas Partners, L.P. and Common unitholders’ interest in net earnings are consistently less than the second and third quarter results. Other factors affecting the results of operations include competitive conditions, demand for product, timing of acquisitions, variations in the weather and fluctuations in propane prices. The sum of Basic and diluted net earnings (loss) per common unitholders’ interest by quarter may not equal the Basic and diluted net earnings (loss) per common unitholders’ interest for the year due to variations in the weighted average units outstanding used in computing such amounts.
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Ferrellgas, L.P. [Member]
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Quarterly Data | Quarterly data (unaudited) The following summarized unaudited quarterly data includes all adjustments (consisting only of normal recurring adjustments, with the exception of those items indicated below), which Ferrellgas, L.P. considers necessary for a fair presentation. Due to the seasonality of the propane distribution industry, first and fourth quarter Revenues, gross margin from propane and other gas liquids sales and Net earnings are consistently less than the second and third quarter results. Other factors affecting the results of operations include competitive conditions, demand for product, timing of acquisitions, variations in the weather and fluctuations in propane prices.
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Summary Of Significant Accounting Policies
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12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jul. 31, 2013
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Significant Accounting Policies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary Of Significant Accounting Policies | Summary of significant accounting policies (1) 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 and the reported amounts of revenues and expenses during the reported period. Actual results could differ from these estimates. Significant estimates impacting the consolidated financial statements 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, fair value of reporting units, fair values of derivative contracts and stock and unit-based compensation calculations. (2) Principles of consolidation: The accompanying consolidated financial statements present the consolidated financial position, results of operations and cash flows of Ferrellgas Partners, its wholly-owned subsidiary, Ferrellgas Partners Finance Corp., and the operating partnership, its majority-owned subsidiary, after elimination of all intercompany accounts and transactions. The accounts of Ferrellgas Partners’ majority-owned subsidiary are included based on the determination that Ferrellgas Partners will absorb a majority of the operating partnership’s expected losses, receive a majority of the operating partnership’s expected residual returns and is the operating partnership’s primary beneficiary. The operating partnership includes the accounts of its wholly-owned subsidiaries. The general partner’s approximate 1% general partner interest in the operating partnership is accounted for as a noncontrolling interest. The wholly-owned consolidated subsidiary of the operating partnership, Ferrellgas Receivables, LLC (“Ferrellgas Receivables”), is a special purpose entity that has agreements with the operating partnership to securitize, on an ongoing basis, a portion of its trade accounts receivable. (3) Supplemental cash flow information: For purposes of the consolidated statements of cash flows, Ferrellgas considers cash equivalents to include all highly liquid debt instruments purchased with an original maturity of three months or less. Certain cash flow and significant non-cash activities are presented below:
(4) Fair value measurements: Ferrellgas measures certain of its assets and liabilities at fair value, which is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants – in either the principal market or the most advantageous market. The principal market is the market with the greatest level of activity and volume for the asset or liability. The common framework for measuring fair value utilizes a three-level hierarchy to prioritize the inputs used in the valuation techniques to derive fair values. The basis for fair value measurements for each level within the hierarchy is described below with Level 1 having the highest priority and Level 3 having the lowest.
(5) Accounts receivable securitization: Through its wholly-owned and consolidated subsidiary Ferrellgas Receivables, the operating partnership has agreements to securitize, on an ongoing basis, a portion of its trade accounts receivable. (6) Inventories: Inventories are stated at the lower of cost or market using weighted average cost and actual cost methods. (7) Property, plant and equipment: Property, plant and equipment are stated at cost less accumulated depreciation. Expenditures for maintenance and routine repairs are expensed as incurred. Ferrellgas capitalizes computer software, equipment replacement and betterment expenditures that upgrade, replace or completely rebuild major mechanical components and extend the original useful life of the equipment. Depreciation is calculated using the straight-line method based on the estimated useful lives of the assets ranging from two to 30 years. Ferrellgas, using its best estimates based on reasonable and supportable assumptions and projections, reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of its assets might not be recoverable. See Note E – Supplemental financial statement information – for further discussion of property, plant and equipment. (8) Goodwill: Ferrellgas records goodwill as the excess of the cost of acquisitions over the fair value of the related net assets at the date of acquisition. This excess cost over the fair value is warranted based on the synergies provided by the acquisition. Goodwill recorded is not deductible for income tax purposes. Ferrellgas has determined that it has three reporting units for goodwill impairment testing purposes. Two of these reporting units contain goodwill that is subject to at least an annual assessment for impairment by applying a fair-value-based test. Under this test, the carrying value of each reporting unit is determined by assigning the assets and liabilities, including the existing goodwill and intangible assets, to those reporting units as of the date of the evaluation on a specific identification basis. To the extent a reporting unit’s carrying value exceeds its fair value, an indication exists that the reporting unit’s goodwill may be impaired and the second step of the impairment test must be performed. In the second step, the implied fair value of the goodwill is determined by allocating the fair value of all of its assets (recognized and unrecognized) and liabilities to its carrying amount. Ferrellgas has completed the impairment test for each of its reporting units and believes that estimated fair values exceed the carrying values of its reporting units as of January 31, 2013. (9) Intangible assets: Intangible assets with finite useful lives, consisting primarily of customer lists, non-compete agreements and patented technology, are stated at cost, net of accumulated amortization calculated using the straight-line method over periods ranging from two to 15 years. Trade names and trademarks have indefinite lives, are not amortized, and are stated at cost. Ferrellgas tests finite-lived intangible assets for impairment when events or changes in circumstances indicate that the carrying amount of these assets might not be recoverable. Ferrellgas tests indefinite-lived intangible assets for impairment annually on January 31 or more frequently if circumstances dictate. Ferrellgas has not recognized impairment losses as a result of these tests. When necessary, intangible assets’ useful lives are revised and the impact on amortization reflected on a prospective basis. See Note G – Goodwill and intangible assets, net – for further discussion of intangible assets. (10) Derivative instruments and hedging activities: Commodity Price Risk. Ferrellgas’ overall objective for entering into commodity based derivative contracts, including commodity options and swaps, is to hedge a portion of its exposure to market fluctuations in propane prices. Ferrellgas’ 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. Ferrellgas attempts to mitigate these price risks through the use of financial derivative instruments and forward propane purchase and sales contracts. Ferrellgas’ risk management strategy involves taking positions in the forward or financial markets that are equal and opposite to Ferrellgas’ 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 Ferrellgas’ 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. Ferrellgas’ risk management activities may include the use of financial derivative instruments including, but not limited to, swaps, options, and futures to seek protection from adverse price movements and to minimize potential losses. Ferrellgas 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. All of Ferrellgas’s financial derivative instruments are reported on the consolidated balance sheets at fair value. Ferrellgas 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 on Ferrellgas’ financial statements until settled. On the date that derivative contracts are entered into, other than those designated as normal purchases or normal sales, Ferrellgas makes a determination as to whether the derivative instrument qualifies for designation as a hedge. These financial instruments are formally designated and documented as a hedge of a specific underlying exposure, as well as the risk management objectives and strategies for undertaking the hedge transaction. Because of the high degree of correlation between the hedging instrument and the underlying exposure being hedged, fluctuations in the value of the derivative instrument are generally offset by changes in the anticipated cash flows of the underlying exposure being hedged. Since the fair value of these derivatives fluctuates over their contractual lives, their fair value amounts should not be viewed in isolation, but rather in relation to the anticipated cash flows of the underlying hedged transaction and the overall reduction in Ferrellgas’ risk relating to adverse fluctuations in propane prices. Ferrellgas formally assesses, both at inception and at least quarterly thereafter, whether the financial instruments that are used in hedging transactions are effective at offsetting changes in the anticipated cash flows of the related underlying exposures. Any ineffective portion of a financial instrument’s change in fair value is recognized in “Cost of product sold - propane and other gas liquids sales” in the consolidated statements of earnings. Financial instruments formally designated and documented as a hedge of a specific underlying exposure are recorded gross at fair value as “Prepaid expenses and other current assets”, "Other Assets, net", “Other current liabilities”, or "Other liabilities" on the consolidated balance sheets with changes in fair value reported in other comprehensive income. Interest Rate Risk. Ferrellgas’ overall objective for entering into interest rate derivative contracts, including swaps, is to manage its exposure to interest rate risk associated with its fixed rate senior notes and its floating rate borrowings from both the secured credit facility and the accounts receivable securitization facility. Fluctuations in interest rates subject Ferrellgas to interest rate risk. Decreases in interest rates increase the fair value of Ferrellgas’ fixed rate debt, while increases in interest rates subject Ferrellgas to the risk of increased interest expense related to its variable rate borrowings. Ferrellgas enters into fair value hedges to help reduce its fixed interest rate risk. Interest rate swaps are used to hedge the exposure to changes in the fair value of fixed rate debt due to changes in interest rates. Fixed rate debt that has been designated as being hedged is recorded at fair value while the fair value of interest rate derivatives that are considered fair value hedges are classified as “Prepaid expenses and other current assets”, “Other assets, net”, Other current liabilities” or as “Other liabilities” on the consolidated balance sheets. Changes in the fair value of fixed rate debt and any related fair value hedges are recognized as they occur in “Interest expense” on the consolidated statements of earnings. Ferrellgas enters into cash flow hedges to help reduce its variable interest rate risk. Interest rate swaps are used to hedge the risk associated with rising interest rates and their effect on forecasted interest payments related to variable rate borrowings. These interest rate swaps are designated as cash flow hedges. Thus, the effective portions of changes in the fair value of the hedges are recorded in “Prepaid expenses and other current assets”, “Other assets, net”, “Other current liabilities” or as “Other liabilities” with an offsetting entry to “Other Comprehensive Income” at interim periods and are subsequently recognized as interest expense in the consolidated statement of earnings when the forecasted transaction impacts earnings. Changes in the fair value of any cash flow hedges that are considered ineffective are recognized as interest expense on the consolidated statement of earnings as they occur. (11) Revenue recognition: Revenues from the distribution of propane and other gas liquids are recognized by Ferrellgas at the time product is delivered with payments generally due 30 days after receipt. Ferrellgas offers “even pay” billing programs that can create customer deposits or advances. Revenue is recognized from these customer deposits or advances to customers at the time product is delivered. Other revenues, which include revenue from the sale of propane appliances and equipment is recognized at the time of delivery or installation. Ferrellgas recognizes shipping and handling revenues and expenses for sales of propane, appliances and equipment at the time of delivery or installation. Shipping and handling revenues are included in the price of propane charged to customers, and are classified as revenue. Revenues from annually billed, non-refundable tank rentals are recognized in “Revenues: other” on a straight-line basis over one year. (12) Shipping and handling expenses: Shipping and handling expenses related to delivery personnel, vehicle repair and maintenance and general liability expenses are classified within “Operating expense” in the consolidated statements of earnings. Depreciation expenses on delivery vehicles Ferrellgas owns are classified within “Depreciation and amortization expense.” Delivery vehicles and distribution technology leased by Ferrellgas are classified within “Equipment lease expense.” See Note E – Supplemental financial statement information – for the financial statement presentation of shipping and handling expenses. (13) Cost of product sold: “Cost of product sold – propane and other gas liquids sales” includes all costs to acquire propane and other gas liquids, the costs of storing and transporting inventory prior to delivery to Ferrellgas’ customers, the results from risk management activities to hedge related price risk and the costs of materials related to the refurbishment of Ferrellgas’ portable propane tanks. “Cost of product sold – other” primarily includes costs related to the sale of propane appliances and equipment. (14) Operating expenses: “Operating expense” primarily includes the personnel, vehicle, delivery, handling, plant, office, selling, marketing, credit and collections and other expenses related to the retail distribution of propane and related equipment and supplies. (15) General and administrative expenses: “General and administrative expense” primarily includes personnel and incentive expense related to executives, and employees and other overhead expense related to centralized corporate functions. (16) Stock-based and unit option plans: Ferrellgas Unit Option Plan (“UOP”) The UOP is authorized to issue options covering up to 1.35 million common units to employees of the general partner or its affiliates. The Compensation Committee of the Board of Directors of the general partner administers the UOP, authorizes grants of unit options thereunder and sets the unit option price and vesting terms of unit options in accordance with the terms of the UOP. No single officer or director of the general partner may acquire more than 314,895 common units under the UOP. The options currently outstanding under the UOP vest over one or five-year periods, and expire on the tenth anniversary of the date of the grant. The fair value of each option award is estimated on the date of grant using a binomial option valuation model. Expected volatility is based on the historical volatility of Ferrellgas’ publicly-traded common units. Historical information is used to estimate option exercise and employee termination behavior. Management believes that there are three groups of employees eligible to participate in the UOP. The expected term of options granted is derived from historical exercise patterns and represents the period of time that options are expected to be outstanding. The risk free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. During the years ended July 31, 2013, 2012 and 2011, the portion of the total non-cash compensation charge relating to the UOP was $4 thousand, $8 thousand and $13 thousand, respectively, and related to grants of unit options to acquire 0.3 million common units. Ferrell Companies, Inc. Incentive Compensation Plan (“ICP”) The ICP is not a Ferrellgas stock-compensation plan; however, in accordance with Ferrellgas’ partnership agreements, all Ferrellgas employee-related costs incurred by Ferrell Companies are allocated to Ferrellgas. As a result, Ferrellgas incurs a non-cash compensation charge from Ferrell Companies. During the years ended July 31, 2013, 2012 and 2011, the portion of the total non-cash compensation charge relating to the ICP was $13.5 million, $8.8 million and $13.5 million, respectively. Ferrell Companies is authorized to issue up to 9.25 million stock based awards that are based on shares of Ferrell Companies common stock. The ICP was established by Ferrell Companies to allow upper-middle and senior level managers as well as directors of the general partner to participate in the equity growth of Ferrell Companies. The ICP awards vest ratably over periods ranging from zero to 12 years or 100% upon a change of control of Ferrell Companies, or upon the death, disability or retirement at the age of 65 of the participant. All awards expire 10 or 15 years from the date of issuance. During fiscal 2011, all ICP stock options were exchanged for stock appreciation rights (“SARs”) with terms and conditions nearly identical to the stock options they replaced. The fair value of each award is estimated on each balance sheet date using a binomial valuation model. (17) Income taxes: Ferrellgas Partners is a publicly-traded master limited partnership with one subsidiary that is a taxable corporation. The operating partnership is a limited partnership with four subsidiaries that are taxable corporations. Partnerships are generally not subject to federal income tax, although publicly-traded partnerships are treated as corporations for federal income tax purposes and therefore subject to Federal income tax unless a qualifying income test is satisfied. If this qualifying income test is satisfied, the publicly-traded partnership will be treated as a partnership for Federal income tax purposes. Based on Ferrellgas’ calculations, Ferrellgas Partners satisfies the qualifying income test. As a result, except for the taxable corporations, Ferrellgas Partners’ earnings or losses for Federal income tax purposes are included in the tax returns of the individual partners, Ferrellgas Partners’ unitholders. Accordingly, the accompanying consolidated financial statements of Ferrellgas Partners reflect federal income taxes related to the above mentioned taxable corporations and certain states that allow for income taxation of partnerships. Net earnings for financial statement purposes may differ significantly from taxable income reportable to Ferrellgas Partners unitholders as a result of differences between the tax basis and financial reporting basis of assets and liabilities, the taxable income allocation requirements under Ferrellgas Partners’ partnership agreement and differences between Ferrellgas Partners financial reporting year end and its calendar tax year end. Income tax expense consisted of the following:
Deferred taxes consisted of the following:
(18) Sales taxes: Ferrellgas accounts for the collection and remittance of sales tax on a net tax basis. As a result, these amounts are not reflected in the consolidated statements of earnings. (19) Net earnings (loss) per common unitholders’ interest: Net earnings (loss) per common unitholders’ interest is computed by dividing “Net earnings (loss) attributable to Ferrellgas Partners, L.P.,” after deducting the general partner's 1% interest, by the weighted average number of outstanding common units and the dilutive effect, if any, of outstanding unit options. See Note O – Net earnings (loss) per common unitholders’ interest – for further discussion about these calculations. (20) Segment information: Ferrellgas is a single reportable operating segment engaging in the distribution of propane and related equipment and supplies to customers primarily in the United States. (21) New accounting standards: FASB Accounting Standard Update No. 2010-28 In December 2010, the Financial Accounting Standards Board (“FASB”) issued FASB Accounting Standard Update No. 2010-28 (ASU 2010-28), which modifies Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2010. Ferrellgas’ adoption of this guidance in fiscal 2012 did not have a significant impact on its financial position, results of operations or cash flows. FASB Accounting Standard Update No. 2011-4 In May 2011, the FASB issued ASU 2011-04, “Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRS.” The amendments result in common fair value measurement and disclosure requirements in GAAP and International Financial Reporting Standards (“IFRS”). The new guidance applies to all reporting entities that are required or permitted to measure or disclose the fair value of an asset, liability or an instrument classified in shareholders’ equity. Among other things, the new guidance requires quantitative information about unobservable inputs, valuation processes and sensitivity analysis associated with fair value measurements categorized within Level 3 of the fair value hierarchy. The new guidance is effective for interim periods beginning after December 31, 2011 and is required to be applied prospectively. Ferrellgas’ adoption of this guidance in fiscal 2012 did not have a significant impact on its financial position, results of operations or cash flows. FASB Accounting Standard Update Nos. 2011-05 and 2011-12 In June 2011, the FASB issued ASU 2011-05, which revises the presentation of comprehensive income in the financial statements. The new guidance requires entities to report components of comprehensive income in either a continuous statement of comprehensive income or two separate but consecutive statements. In December 2011, the FASB issued ASU 2011-12, which indefinitely defers certain provisions of ASU 2011-05. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Ferrellgas' adoption of ASU 2011-05 and 2011-12 in fiscal 2012 did not have a significant impact on its financial position, results of operations or cash flows. FASB Accounting Standard Update No. 2011-08 In September 2011, the FASB issued ASU 2011-08, which amends the existing guidance on goodwill impairment testing. Under the new guidance, entities testing goodwill for impairment have the option of performing a qualitative assessment before calculating the fair value of the reporting unit. If an entity determines, on the basis of qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying amount, the two-step impairment test would be required. This guidance is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Ferrellgas adopted this guidance for the quarter ending January 31, 2013 with no impact on its financial position, results of operations or cash flows. FASB Accounting Standard Update No. 2012-02 In July 2012, the FASB issued ASU 2012-02, which amends the existing guidance on impairment testing of indefinite-lived intangible assets. Under the new guidance, entities testing indefinite-lived intangible assets for impairment have the option of performing a qualitative assessment before calculating the fair value of the asset. If an entity determines, on the basis of qualitative factors, that the fair value of the asset is more likely than not less than the carrying amount, the two-step impairment test would be required. This guidance is effective for annual and interim indefinite-lived intangible asset impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. Ferrellgas adopted this guidance for the quarter ended January 31, 2013 with no impact on its financial position, results of operations or cash flows. FASB ASC 860 & 810 - Transfers of financial assets and variable interest entities (“VIE”) In June 2009, the FASB issued two amendments to existing GAAP, one of which eliminates the concept of a qualifying special-purpose-entity (“QSPEs”). The second amends guidance applicable to VIEs. The provisions of these amendments require Ferrellgas to evaluate all VIEs to determine whether they must be consolidated. As a result of the prospective adoption of these amendments on August 1, 2010, Ferrellgas Receivables is now accounted for as a consolidated subsidiary. Upon adoption, Ferrellgas recognized $107.9 million of “Accounts receivable pledged as collateral, net,” $0.6 million of “Other assets, net” and $47.0 million of ”Collateralized note payable,” derecognized $44.9 million of “Notes receivable from Ferrellgas Receivables” and $15.3 million of “Retained interest in Ferrellgas Receivables” and recorded a $1.3 million “Cumulative effect of a change in accounting principle.” |
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Ferrellgas, L.P. [Member]
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Significant Accounting Policies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary Of Significant Accounting Policies | Summary of significant accounting policies (1) 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 and the reported amounts of revenues and expenses during the reported period. Actual results could differ from these estimates. Significant estimates impacting the consolidated financial statements 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, fair value of reporting units, fair values of derivative contracts and stock and unit-based compensation calculations. (2) Principles of consolidation: The accompanying consolidated financial statements present the consolidated financial position, results of operations and cash flows of Ferrellgas, L.P. and its subsidiaries after elimination of all intercompany accounts and transactions. Ferrellgas, L.P. consolidates the following wholly-owned corporations: Blue Rhino Global Sourcing, Inc., Blue Rhino Canada, Inc., Ferrellgas Real Estate, Inc., Ferrellgas Finance Corp. and Ferrellgas Receivables, LLC (“Ferrellgas Receivables”), a special purpose entity that has agreements with Ferrellgas, L.P. to securitize, on an ongoing basis, a portion of its trade accounts receivable. (3) Supplemental cash flow information: For purposes of the consolidated statements of cash flows, Ferrellgas, L.P. considers cash equivalents to include all highly liquid debt instruments purchased with an original maturity of three months or less. Certain cash flow and significant non-cash activities are presented below:
(4) Fair value measurements: Ferrellgas L.P. measures certain of its assets and liabilities at fair value, which is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants – in either the principal market or the most advantageous market. The principal market is the market with the greatest level of activity and volume for the asset or liability. The common framework for measuring fair value utilizes a three-level hierarchy to prioritize the inputs used in the valuation techniques to derive fair values. The basis for fair value measurements for each level within the hierarchy is described below with Level 1 having the highest priority and Level 3 having the lowest.
(5) Accounts receivable securitization: Through its wholly-owned and consolidated subsidiary Ferrellgas Receivables, Ferrellgas, L.P. has agreements to securitize, on an ongoing basis, a portion of its trade accounts receivable. (6) Inventories: Inventories are stated at the lower of cost or market using weighted average cost and actual cost methods. (7) Property, plant and equipment: Property, plant and equipment are stated at cost less accumulated depreciation. Expenditures for maintenance and routine repairs are expensed as incurred. Ferrellgas, L.P. capitalizes computer software, equipment replacement and betterment expenditures that upgrade, replace or completely rebuild major mechanical components and extend the original useful life of the equipment. Depreciation is calculated using the straight-line method based on the estimated useful lives of the assets ranging from two to 30 years. Ferrellgas, L.P., using its best estimates based on reasonable and supportable assumptions and projections, reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of its assets might not be recoverable. See Note E – Supplemental financial statement information – for further discussion of property, plant and equipment. (8) Goodwill: Ferrellgas, L.P. records goodwill as the excess of the cost of acquisitions over the fair value of the related net assets at the date of acquisition. This excess cost over the fair value is warranted based on the synergies provided by the acquisition. Goodwill recorded is not deductible for income tax purposes. Ferrellgas, L.P. has determined that it has three reporting units for goodwill impairment testing purposes. Two of these reporting units contain goodwill that is subject to at least an annual assessment for impairment by applying a fair-value-based test. Under this test, the carrying value of each reporting unit is determined by assigning the assets and liabilities, including the existing goodwill and intangible assets, to those reporting units as of the date of the evaluation on a specific identification basis. To the extent a reporting unit’s carrying value exceeds its fair value, an indication exists that the reporting unit’s goodwill may be impaired and the second step of the impairment test must be performed. In the second step, the implied fair value of the goodwill is determined by allocating the fair value of all of its assets (recognized and unrecognized) and liabilities to its carrying amount. Ferrellgas, L.P. has completed the impairment test for each of its reporting units and believes that estimated fair values exceed the carrying values of its reporting units as of January 31, 2013. (9) Intangible assets: Intangible assets with finite useful lives, consisting primarily of customer lists, non-compete agreements and patented technology, are stated at cost, net of accumulated amortization calculated using the straight-line method over periods ranging from two to 15 years. Trade names and trademarks have indefinite lives, are not amortized, and are stated at cost. Ferrellgas, L.P. tests finite-lived intangible assets for impairment when events or changes in circumstances indicate that the carrying amount of these assets might not be recoverable. Ferrellgas, L.P. tests indefinite-lived intangible assets for impairment annually on January 31 or more frequently if circumstances dictate. Ferrellgas, L.P. has not recognized impairment losses as a result of these tests. When necessary, intangible assets’ useful lives are revised and the impact on amortization reflected on a prospective basis. See Note G – Goodwill and intangible assets, net – for further discussion of intangible assets. (10) Derivatives instruments and hedging activities: Commodity Price Risk. Ferrellgas, L.P.’s overall objective for entering into commodity based derivative contracts, including commodity options and swaps, is to hedge a portion of its exposure to market fluctuations in propane prices. Ferrellgas L.P.’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. Ferrellgas L.P. attempts to mitigate these price risks through the use of financial derivative instruments and forward propane purchase and sales contracts. Ferrellgas L.P.’s risk management strategy involves taking positions in the forward or financial markets that are equal and opposite to Ferrellgas L.P.’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 Ferrellgas L.P.’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. Ferrellgas L.P.’s risk management activities may include the use of financial derivative instruments including, but not limited to, swaps, options, and futures to seek protection from adverse price movements and to minimize potential losses. Ferrellgas L.P. 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. All of Ferrellgas L.P.’s derivative instruments are reported on the consolidated balance sheets at fair value. Ferrellgas L.P. 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 on Ferrellgas L.P.’s financial statements until settled. On the date that derivative contracts are entered into, other than those designated as normal purchases or normal sales, Ferrellgas L.P. makes a determination as to whether the derivative instrument qualifies for designation as a hedge. These financial instruments are formally designated and documented as a hedge of a specific underlying exposure, as well as the risk management objectives and strategies for undertaking the hedge transaction. Because of the high degree of correlation between the hedging instrument and the underlying exposure being hedged, fluctuations in the value of the derivative instrument are generally offset by changes in the anticipated cash flows of the underlying exposure being hedged. Since the fair value of these derivatives fluctuates over their contractual lives, their fair value amounts should not be viewed in isolation, but rather in relation to the anticipated cash flows of the underlying hedged transaction and the overall reduction in Ferrellgas, L.P.’s risk relating to adverse fluctuations in propane prices. Ferrellgas, L.P. formally assesses, both at inception and at least quarterly thereafter, whether the financial instruments that are used in hedging transactions are effective at offsetting changes in the anticipated cash flows of the related underlying exposures. Any ineffective portion of a financial instrument’s change in fair value is recognized in “Cost of product sold - propane and other gas liquids sales” in the consolidated statements of earnings. Financial instruments formally designated and documented as a hedge of a specific underlying exposure are recorded gross at fair value as either “Prepaid expenses and other current assets”, "Other Assets, net", “Other current liabilities” or "Other Liabilities" on the consolidated balance sheets with changes in fair value reported in other comprehensive income. Interest Rate Risk. Ferrellgas L.P.’s overall objective for entering into interest rate derivative contracts, including swaps, is to manage its exposure to interest rate risk associated with its fixed rate senior notes and its floating rate borrowings from both the secured credit facility and the accounts receivable securitization facility. Fluctuations in interest rates subject Ferrellgas L.P. to interest rate risk. Decreases in interest rates increase the fair value of Ferrellgas L.P.’s fixed rate debt, while increases in interest rates subject Ferrellgas L.P. to the risk of increased interest expense related to its variable rate borrowings. Ferrellgas L.P. enters into fair value hedges to help reduce its fixed interest rate risk. Interest rate swaps are used to hedge the exposure to changes in the fair value of fixed rate debt due to changes in interest rates. Fixed rate debt that has been designated as being hedged is recorded at fair value while the fair value of interest rate derivatives that are considered fair value hedges are classified as “Prepaid expenses and other current assets”, “Other assets, net”, “Other current liabilities” or “Other liabilities” on the consolidated balance sheets. Changes in the fair value of fixed rate debt and any related fair value hedges are recognized as they occur in “Interest expense” on the consolidated statements of earnings. Ferrellgas enters into cash flow hedges to help reduce its variable interest rate risk. Interest rate swaps are used to hedge the risk associated with rising interest rates and their effect on forecasted interest payments related to variable rate borrowings. These interest rate swaps are designated as cash flow hedges. Thus, the effective portions of changes in the fair value of the hedges are recorded in ”Prepaid expenses and other current assets”, “Other assets, net”, “Other current liabilities” or as “Other liabilities” with an offsetting entry to “Other Comprehensive Income” at interim periods and are subsequently recognized as interest expense in the consolidated statement of earnings when the forecasted transaction impacts earnings. Changes in the fair value of any cash flow hedges that are considered ineffective are recognized as interest expense on the consolidated statement of earnings as they occur. (11) Revenue recognition: Revenues from the distribution of propane and other gas liquids are recognized by Ferrellgas at the time product is delivered with payments generally due 30 days after receipt. Ferrellgas offers “even pay” billing programs that can create customer deposits or advances. Revenue is recognized from these customer deposits or advances to customers at the time product is delivered. Other revenues, which include revenue from the sale of propane appliances and equipment is recognized at the time of delivery or installation. Ferrellgas, L.P. recognizes shipping and handling revenues and expenses for sales of propane, appliances and equipment at the time of delivery or installation. Shipping and handling revenues are included in the price of propane charged to customers, and are classified as revenue. Revenues from annually billed, non-refundable tank rentals are recognized in “Revenues: other” on a straight-line basis over one year. (12) Shipping and handling expenses: Shipping and handling expenses related to delivery personnel, vehicle repair and maintenance and general liability expenses are classified within “Operating expense” in the consolidated statements of earnings. Depreciation expenses on delivery vehicles Ferrellgas, L.P. owns are classified within “Depreciation and amortization expense.” Delivery vehicles and distribution technology leased by Ferrellgas, L.P. are classified within “Equipment lease expense.” See Note E – Supplemental financial statement information – for the financial statement presentation of shipping and handling expenses. (13) Cost of product sold: “Cost of product sold – propane and other gas liquids sales” includes all costs to acquire propane and other gas liquids, the costs of storing and transporting inventory prior to delivery to Ferrellgas, L.P.’s customers, the results from risk management activities to hedge related price risk and the costs of materials related to the refurbishment of Ferrellgas, L.P.’s portable propane tanks. “Cost of product sold – other” primarily includes costs related to the sale of propane appliances and equipment. (14) Operating expenses: “Operating expense” primarily includes the personnel, vehicle, delivery, handling, plant, office, selling, marketing, credit and collections and other expenses related to the retail distribution of propane and related equipment and supplies. (15) General and administrative expenses: “General and administrative expense” primarily includes personnel and incentive expense related to executives, and employees and other overhead expense related to centralized corporate functions. (16) Stock-based and unit option plans: Ferrellgas Unit Option Plan (“UOP”) The UOP is authorized to issue options covering up to 1.35 million common units to employees of the general partner or its affiliates. The Compensation Committee of the Board of Directors of the general partner administers the UOP, authorizes grants of unit options thereunder and sets the unit option price and vesting terms of unit options in accordance with the terms of the UOP. No single officer or director of the general partner may acquire more than 314,895 common units under the UOP. The options currently outstanding under the UOP vest over one or five-year periods, and expire on the tenth anniversary of the date of the grant. The fair value of each option award is estimated on the date of grant using a binomial option valuation model. Expected volatility is based on the historical volatility of Ferrellgas Partners’ publicly-traded common units. Historical information is used to estimate option exercise and employee termination behavior. Management believes that there are three groups of employees eligible to participate in the UOP. The expected term of options granted is derived from historical exercise patterns and represents the period of time that options are expected to be outstanding. The risk free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. During the years ended July 31, 2013, 2012 and 2011, the portion of the total non-cash compensation charge relating to the UOP was $4 thousand, $8 thousand and $13 thousand, respectively, and related to grants of unit options to acquire 0.3 million common units. Ferrell Companies, Inc. Incentive Compensation Plan (“ICP”) The ICP is not a Ferrellgas, L.P. stock-compensation plan; however, in accordance with Ferrellgas, L.P.’s partnership agreements, all Ferrellgas, L.P. employee-related costs incurred by Ferrell Companies are allocated to Ferrellgas, L.P. As a result, Ferrellgas, L.P. incurs a non-cash compensation charge from Ferrell Companies. During the years ended July 31, 2013, 2012 and 2011, the portion of the total non-cash compensation charge relating to the ICP was $13.5 million, $8.8 million and $13.5 million, respectively. Ferrell Companies is authorized to issue up to 9.25 million stock based awards that are based on shares of Ferrell Companies common stock. The ICP was established by Ferrell Companies to allow upper-middle and senior level managers as well as directors of the general partner to participate in the equity growth of Ferrell Companies. The ICP awards vest ratably over periods ranging from zero to 12 years or 100% upon a change of control of Ferrell Companies, or upon the death, disability or retirement at the age of 65 of the participant. All awards expire 10 or 15 years from the date of issuance. During fiscal 2011, all ICP stock options were exchanged for stock appreciation rights (“SARs”) with terms and conditions nearly identical to the stock options they replaced. The fair value of each award is estimated on each balance sheet date using a binomial valuation model. (17) Income taxes: Ferrellgas, L.P. is a limited partnership and owns four subsidiaries that are taxable corporations. As a result, except for the taxable corporations, Ferrellgas, L.P.’s earnings or losses for federal income tax purposes are included in the tax returns of the individual partners. Accordingly, the accompanying consolidated financial statements of Ferrellgas, L.P. reflect federal income taxes related to the above mentioned taxable corporations and certain states that allow for income taxation of partnerships. Net earnings for financial statement purposes may differ significantly from taxable income reportable to partners as a result of differences between the tax basis and financial reporting basis of assets and liabilities, the taxable income allocation requirements under Ferrellgas, L.P.’s partnership agreement and differences between Ferrellgas, L.P.’s financial reporting year end and limited partners tax year end. Income tax expense consisted of the following:
Deferred taxes consisted of the following:
(18) Sales taxes: Ferrellgas, L.P. accounts for the collection and remittance of sales tax on a net tax basis. As a result, these amounts are not reflected in the consolidated statements of earnings. (19) Segment information: Ferrellgas, L.P. is a single reportable operating segment engaging in the distribution of propane and related equipment and supplies to customers primarily in the United States. (20) New accounting standards: FASB Accounting Standard Update No. 2010-28 In December 2010, the Financial Accounting Standards Board (“FASB”) issued FASB Accounting Standard Update No. 2010-28 (ASU 2010-28), which modifies Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2010. Ferrellgas, L.P.’s adoption of this guidance in fiscal 2012 did not have a significant impact on its financial position, results of operations or cash flows. FASB Accounting Standard Update No. 2011-4 In May 2011, the FASB issued ASU 2011-04, “Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRS.” The amendments result in common fair value measurement and disclosure requirements in GAAP and International Financial Reporting Standards (“IFRS”). The new guidance applies to all reporting entities that are required or permitted to measure or disclose the fair value of an asset, liability or an instrument classified in shareholders’ equity. Among other things, the new guidance requires quantitative information about unobservable inputs, valuation processes and sensitivity analysis associated with fair value measurements categorized within Level 3 of the fair value hierarchy. The new guidance is effective for interim periods beginning after December 31, 2011 and is required to be applied prospectively. Ferrellgas, L.P.’s adoption of this guidance in fiscal 2012 did not have a significant impact on its financial position, results of operations or cash flows. FASB Accounting Standard Update Nos. 2011-05 and 2011-12 In June 2011, the FASB issued ASU 2011-05, which revises the presentation of comprehensive income in the financial statements. The new guidance requires entities to report components of comprehensive income in either a continuous statement of comprehensive income or two separate but consecutive statements. In December 2011, the FASB issued ASU 2011-12, which indefinitely defers certain provisions of ASU 2011-05. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Ferrellgas, L.P.'s adoption of ASU 2011-05 and 2011-12 in fiscal 2012 did not have a significant impact on its financial position, results of operations or cash flows. FASB Accounting Standard Update No. 2011-08 In September 2011, the FASB issued ASU 2011-08, which amends the existing guidance on goodwill impairment testing. Under the new guidance, entities testing goodwill for impairment have the option of performing a qualitative assessment before calculating the fair value of the reporting unit. If an entity determines, on the basis of qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying amount, the two-step impairment test would be required. This guidance is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Ferrellgas adopted this guidance for the quarter ending January 31, 2013 with no impact on its financial position, results of operations or cash flows. FASB Accounting Standard Update No. 2012-02 In July 2012, the FASB issued ASU 2012-02, which amends the existing guidance on impairment testing of indefinite-lived intangible assets. Under the new guidance, entities testing indefinite-lived intangible assets for impairment have the option of performing a qualitative assessment before calculating the fair value of the asset. If an entity determines, on the basis of qualitative factors, that the fair value of the asset is more likely than not less than the carrying amount, the two-step impairment test would be required. This guidance is effective for annual and interim indefinite-lived intangible asset impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. Ferrellgas adopted this guidance for the quarter ended January 31, 2013 with no impact on its financial position, results of operations or cash flows. FASB ASC 860 & ASC 810 - Transfers of financial assets and variable interest entities (“VIE”) In June 2009, the FASB issued two amendments to existing GAAP, one of which eliminates the concept of a qualifying special-purpose-entity (“QSPEs”). The second amends guidance applicable to VIEs. The provisions of these amendments require Ferrellgas, L.P. to evaluate all VIEs to determine whether they must be consolidated. As a result of the prospective adoption of these amendments on August 1, 2010, Ferrellgas Receivables is now accounted for as a consolidated subsidiary. Upon adoption, Ferrellgas, L.P. recognized $107.9 million of “Accounts receivable pledged as collateral, net,” $0.6 million of “Other assets, net” and $47.0 million of ”Collateralized note payable,” derecognized $44.9 million of “Notes receivable from Ferrellgas Receivables” and $15.3 million of “Retained interest in Ferrellgas Receivables” and recorded a $1.3 million “Cumulative effect of a change in accounting principle.” |
Partners' Capital (Narrative) (Details) (USD $)
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12 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||||||||
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Jul. 31, 2013
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Jul. 31, 2012
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Jul. 31, 2011
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Jul. 31, 2013
Ferrellgas, L.P. [Member]
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Jul. 31, 2013
Ferrell Companies [Member]
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Jul. 31, 2012
Ferrell Companies [Member]
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Jul. 31, 2013
FCI Trading Corp. [Member]
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Jul. 31, 2012
FCI Trading Corp. [Member]
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Jul. 31, 2013
Ferrell Propane, Inc. [Member]
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Jul. 31, 2012
Ferrell Propane, Inc. [Member]
|
Jul. 31, 2013
Ferrell Companies Beneficial Ownership [Member]
|
Jul. 31, 2013
Ferrellgas Partners [Member]
|
Jul. 31, 2013
Ferrellgas Partners [Member]
Ferrellgas, L.P. [Member]
|
Jul. 31, 2012
Ferrellgas Partners [Member]
Ferrellgas, L.P. [Member]
|
Jul. 31, 2013
General Partner [Member]
|
Jul. 31, 2012
General Partner [Member]
|
Jul. 31, 2013
General Partner [Member]
Ferrellgas, L.P. [Member]
|
Jul. 31, 2012
General Partner [Member]
Ferrellgas, L.P. [Member]
|
Jul. 31, 2012
Investor [Member]
|
Jul. 31, 2013
Subsequent Event [Member]
|
Jul. 31, 2013
Subsequent Event [Member]
Ferrellgas, L.P. [Member]
|
Jul. 31, 2013
Subsequent Event [Member]
Ferrell Companies [Member]
|
Jul. 31, 2013
Subsequent Event [Member]
FCI Trading Corp. [Member]
|
Jul. 31, 2013
Subsequent Event [Member]
Ferrell Propane, Inc. [Member]
|
Jul. 31, 2013
Subsequent Event [Member]
Ferrellgas Partners [Member]
Ferrellgas, L.P. [Member]
|
Jul. 31, 2013
Subsequent Event [Member]
General Partner [Member]
|
Jul. 31, 2013
Subsequent Event [Member]
General Partner [Member]
Ferrellgas, L.P. [Member]
|
|
Capital Unit [Line Items] | |||||||||||||||||||||||||||
Limited partner ownership interest | 27.20% | 27.50% | 98.00% | ||||||||||||||||||||||||
Common unitholders, units outstanding | 79,072,819 | 79,006,619 | 195,686 | 195,686 | 51,204 | 51,204 | |||||||||||||||||||||
General partner ownership interest | 1.00% | 1.00% | 2.00% | 1.0101% | |||||||||||||||||||||||
Minimum percentage ownership of outstanding common units resulting in non voting of owners | 20.00% | ||||||||||||||||||||||||||
Cash distribution declared date | Aug. 22, 2013 | Aug. 22, 2013 | |||||||||||||||||||||||||
Distribution Made to Limited Partner, Cash Distributions Declared | $ 10,735,000 | $ 98,000 | $ 26,000 | $ 39,900,000 | $ 399,000 | $ 400,000 | |||||||||||||||||||||
Cash distributions declared per common unit | $ 0.50 | ||||||||||||||||||||||||||
Cash distributions, payment date | Sep. 13, 2013 | Sep. 13, 2013 | |||||||||||||||||||||||||
Offering of common units, shares | 1,400,000 | 1,500,000 | |||||||||||||||||||||||||
Proceeds from offering of common units | 25,000,000 | 25,000,000 | |||||||||||||||||||||||||
Stock issued during the period for acquisition, shares | 100,000 | ||||||||||||||||||||||||||
Stock issued during the period for acquisition, value | 1,300,000 | ||||||||||||||||||||||||||
Cash received from contributions | 9,000 | 511,000 | 1,594,000 | 800,000 | 50,700,000 | 18,000 | 1,100,000 | 9,000 | 500,000 | ||||||||||||||||||
Non-cash contributions | $ 1,300,000 | $ 600,000 | $ 400,000 | $ 300,000 | $ 200,000 |
Consolidated Statements Of Cash Flows Consolidated Statements Of Cash Flows (Parenthetical) (USD $)
In Thousands, unless otherwise specified |
12 Months Ended | |
---|---|---|
Jul. 31, 2012
|
Jul. 31, 2011
|
|
Proceeds from equity offering, net of issuance costs of $0, $62 and $300 for the years ended July 31, 2013, 2012 and 2011, respectively | $ 62 | $ 300 |
Contingencies And Commitments (Tables)
|
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jul. 31, 2013
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Contractual Operating Lease Commitments And Buyouts | The following table summarizes Ferrellgas’ contractual operating lease commitments and buyout obligations as of July 31, 2013:
|
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Ferrellgas, L.P. [Member]
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Contractual Operating Lease Commitments And Buyouts | The following table summarizes Ferrellgas, L.P.’s contractual operating lease commitments and buyout obligations as of July 31, 2013:
|
Schedule I Parent Only Balance Sheets, Statements Of Earnings And Cash Flows (Parent Company [Member])
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12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jul. 31, 2013
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Parent Company [Member]
|
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Condensed Financial Information of Parent Company Only Disclosure [Text Block] |
|
Business Combinations (Tables)
|
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jul. 31, 2013
|
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Schedule Of Funding Of Acquisitions | These acquisitions were funded as follows (in thousands):
|
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Aggregate Fair Value Of Transaction | The aggregate fair values of these transactions were allocated as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ferrellgas, L.P. [Member]
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Schedule Of Funding Of Acquisitions | These acquisitions were funded as follows (in thousands):
|
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Aggregate Fair Value Of Transaction | The aggregate fair values of these transactions were allocated as follows:
|
Partners' Capital (Tables)
|
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jul. 31, 2013
|
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Limited Partner Units | As of July 31, 2013 and 2012, limited partner units were beneficially owned by the following:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ferrellgas Paid Cash Distributions | Ferrellgas Partners has paid the following distributions:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ferrellgas, L.P. [Member]
|
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Ferrellgas Paid Cash Distributions | Ferrellgas, L.P. has paid the following distributions:
|
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Subsequent Event [Member]
|
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Dividends Expected To Be Paid To Related Parties | Included in this cash distribution were the following amounts paid to related parties:
|
Debt (Interest Rate Swaps Narrative) (Details) (USD $)
|
12 Months Ended |
---|---|
Jul. 31, 2013
|
|
Secured credit facility and collateralized note payables [Member]
|
|
Interest rate derivative inception date | May 2012 |
Derivative, Description of Hedged Item | forecasted interest payments on the operating partnership’s secured credit facility and collateralized note payable borrowings |
Secured credit facility and collateralized note payables [Member] | Ferrellgas, L.P. [Member]
|
|
Interest rate derivative inception date | May 2012 |
Derivative, Description of Hedged Item | forecasted interest payments on Ferrellgas, L.P.’s secured credit facility and collateralized note payable |
Fixed Rate, 6.50%, Due 2021 [Member]
|
|
Derivative, Notional Amount | $ 140,000,000.0 |
Derivative, Description of Hedged Item | $500.0 million 6.5% fixed rate senior notes due 2021 |
Derivative, Fixed Interest Rate | 6.50% |
Derivative, Description of Variable Rate Basis | one-month LIBOR |
Interest rate plus one-month LIBOR | 4.715% |
Derivative, Inception Date | May 07, 2012 |
Fixed Rate, 6.50%, Due 2021 [Member] | Ferrellgas, L.P. [Member]
|
|
Derivative, Notional Amount | 140,000,000.0 |
Derivative, Description of Hedged Item | $500.0 million 6.5% fixed rate senior notes due 2021 |
Derivative, Fixed Interest Rate | 6.50% |
Derivative, Description of Variable Rate Basis | one-month LIBOR |
Interest rate plus one-month LIBOR | 4.715% |
Derivative, Inception Date | May 07, 2012 |
Fixed Rate, 9.125%, Due 2017 [Member]
|
|
Derivative, Notional Amount | 140,000,000.0 |
Derivative, Description of Hedged Item | $300.0 million 9.125% fixed rate senior notes due 2017 |
Derivative, Fixed Interest Rate | 9.125% |
Derivative, Description of Variable Rate Basis | one-month LIBOR |
Interest rate plus one-month LIBOR | 7.96% |
Derivative, Inception Date | May 07, 2012 |
Fixed Rate, 9.125%, Due 2017 [Member] | Ferrellgas, L.P. [Member]
|
|
Derivative, Notional Amount | 140,000,000.0 |
Derivative, Description of Hedged Item | $300.0 million 9.125% fixed rate senior notes due 2017 |
Derivative, Fixed Interest Rate | 9.125% |
Derivative, Description of Variable Rate Basis | one-month LIBOR |
Interest rate plus one-month LIBOR | 7.96% |
Derivative, Inception Date | May 07, 2012 |
Interest rate cash flow hedge leg 1 [member] | Secured credit facility and collateralized note payables [Member]
|
|
Derivative, Notional Amount | 175,000,000.0 |
Derivative, Fixed Interest Rate | 1.95% |
Derivative, Description of Variable Rate Basis | one-month LIBOR |
Interest rate derivative settlement start date | August 2015 |
Interest rate derivative settlement end date | July 2017 |
Interest rate cash flow hedge leg 1 [member] | Secured credit facility and collateralized note payables [Member] | Ferrellgas, L.P. [Member]
|
|
Derivative, Notional Amount | 175,000,000.0 |
Derivative, Fixed Interest Rate | 1.95% |
Derivative, Description of Variable Rate Basis | one-month LIBOR |
Interest rate derivative settlement start date | August 2015 |
Interest rate derivative settlement end date | July 2017 |
Interest rate cash flow hedge leg 2 [Member] | Secured credit facility and collateralized note payables [Member]
|
|
Derivative, Notional Amount | 100,000,000.0 |
Derivative, Fixed Interest Rate | 1.95% |
Derivative, Description of Variable Rate Basis | one-month LIBOR |
Interest rate derivative settlement start date | August 2017 |
Interest rate derivative settlement end date | July 2018 |
Interest rate cash flow hedge leg 2 [Member] | Secured credit facility and collateralized note payables [Member] | Ferrellgas, L.P. [Member]
|
|
Derivative, Notional Amount | $ 100,000,000.0 |
Derivative, Fixed Interest Rate | 1.95% |
Derivative, Description of Variable Rate Basis | one-month LIBOR |
Interest rate derivative settlement start date | August 2017 |
Interest rate derivative settlement end date | July 2018 |
Schedule I Parent Only Balance Sheets, Statements Of Earnings And Cash Flows (Statement Of Earnings) (Details) (USD $)
|
12 Months Ended | ||
---|---|---|---|
Jul. 31, 2013
|
Jul. 31, 2012
|
Jul. 31, 2011
|
|
Condensed Financial Statements, Captions [Line Items] | |||
Operating expense | $ (412,450,000) | $ (401,727,000) | $ (411,038,000) |
Operating income (loss) | 147,602,000 | 82,980,000 | 105,761,000 |
Interest expense | (89,145,000) | (93,254,000) | (101,885,000) |
Loss on extinguishment of debt | (46,962,000) | ||
Other income (expense), net | 565,000 | 506,000 | 567,000 |
Income tax expense | (1,855,000) | (1,128,000) | (1,241,000) |
Net earnings (loss) | 57,167,000 | (10,896,000) | (43,760,000) |
Parent Company [Member]
|
|||
Condensed Financial Statements, Captions [Line Items] | |||
Equity in earnings (loss) of Ferrellgas, L.P. | 72,634,000 | 5,533,000 | (10,950,000) |
Operating expense | (20,000) | (350,000) | (358,000) |
Operating income (loss) | 72,614,000 | 5,183,000 | (11,308,000) |
Interest expense | (16,171,000) | (16,127,000) | (21,811,000) |
Loss on extinguishment of debt | (10,513,000) | ||
Income tax expense | (17,000) | (8,000) | (16,000) |
Net earnings (loss) | $ 56,426,000 | $ (10,952,000) | $ (43,648,000) |
Supplemental Financial Statement Information (Narrative) (Details) (USD $)
In Millions, unless otherwise specified |
12 Months Ended | ||
---|---|---|---|
Jul. 31, 2013
gal
|
Jul. 31, 2012
|
Jul. 31, 2011
|
|
Net procurement of fixed priced propane by Ferrellgas in gallons | 113,500,000 | ||
Depreciation | $ 59.3 | $ 60.0 | $ 58.7 |
Ferrellgas, L.P. [Member]
|
|||
Net procurement of fixed priced propane by Ferrellgas in gallons | 113,500,000 | ||
Depreciation | $ 59.3 | $ 60.0 | $ 58.7 |
Maximum [Member]
|
|||
Contract term duration | 1 year | ||
Supply procurement contract duration | 36 months | ||
Maximum [Member] | Ferrellgas, L.P. [Member]
|
|||
Contract term duration | 1 year | ||
Supply procurement contract duration | 36 months |