XML 32 R13.htm IDEA: XBRL DOCUMENT v3.7.0.1
Business Combinations
12 Months Ended
Jul. 31, 2017
Business Combinations
Business combinations 
 
Business combinations are accounted for under the acquisition method of accounting and the assets acquired and liabilities assumed are recorded at their estimated fair market values as of the acquisition dates. The results of operations are included in the consolidated statements of operations from the date of acquisition. The pro forma effect of these transactions was not material to Ferrellgas' balance sheets or results of operations.

Propane operations and related equipment sales

During fiscal 2017, Ferrellgas acquired propane distribution assets of Valley Center Propane, based in California, with an aggregate value of $4.4 million.

During fiscal 2016, Ferrellgas acquired propane distribution assets with an aggregate value of $6.6 million in the following transactions:

Gasco Energy Supply, LLC., based in Missouri, acquired December 2015;
Warren Energy Supply, Inc. based in Utah, acquired February 2016; and
Selphs Propane, Inc., based in Colorado, acquired June 2016.

During fiscal 2015, Ferrellgas acquired propane distribution assets of Propane Advantage, LLC, based in Utah, with an aggregate value of $7.7 million.

The goodwill arising from the propane operations and related equipment sales acquisitions consists largely of the synergies and economies of scale expected from combining the operations of Ferrellgas and the acquired companies.

These acquisitions were funded as follows on their dates of acquisition:
 
 
For the year ended July 31,
 
 
2017
 
2016
 
2015
Cash payments, net of cash acquired
 
$
3,539

 
$
4,476

 
$
4,250

Issuance of liabilities and other costs and considerations
 
856

 
2,126

 
481

Common units, net of issuance costs
 

 

 
3,000

Aggregate fair value of transactions
 
$
4,395

 
$
6,602

 
$
7,731



The aggregate fair values, for the acquisitions in propane operations and related equipment sales reporting segment, were allocated as follows, including any adjustments identified during the measurement period:
 
 
For the year ended July 31,

 
2017
 
2016
 
2015
Working capital
 
$
139

 
$
(249
)
 
$
233

Customer tanks, buildings, land and other
 
1,220

 
3,625

 
236

Customer lists
 
2,648

 
2,962

 
6,569

Non-compete agreements
 
388

 
264

 
693

Aggregate fair value of net assets acquired
 
$
4,395

 
$
6,602

 
$
7,731



The estimated fair values and useful lives of assets acquired during fiscal 2017 are based on a preliminary valuation and are subject to final valuation adjustments. Ferrellgas intends to continue its analysis of the net assets of these transactions to determine the final allocation of the total purchase price to the various assets and liabilities acquired. The estimated fair values and useful lives of assets acquired during fiscal 2016 and 2015 are based on internal valuations and included only minor adjustments during the 12 month period after the date of acquisition. Due to the immateriality of these adjustments, Ferrellgas did not retrospectively adjust the consolidated statements of operations for those measurement period adjustments.

Midstream operations

During fiscal 2016, Ferrellgas acquired the crude oil logistics assets of South C&C Trucking, LLC, based in Texas, with an aggregate value of $10.7 million. The aggregate fair values for this acquisition were allocated as follows: $(0.6) million of working capital, $9.2 million of plant, property, and equipment, $0.7 million of intangibles, and $1.4 million of goodwill.

On June 24, 2015, Ferrellgas acquired Bridger (based near Dallas, Texas) and formed a new midstream operations segment. Ferrellgas paid $560.0 million of cash, net of cash acquired and issued $260.0 million of Ferrellgas Partners common units to the seller, along with $2.5 million of other seller costs and consideration for an aggregate value of $822.5 million. Ferrellgas incurred and charged to operating expenses, net $16.4 million of costs during the year ended July 31, 2015, related to the acquisition and transition of Bridger.

Bridger's assets include rail cars, trucks, tank trailers, injection stations, a pipeline, and other assets. Bridger's operations provide crude oil transportation logistics on behalf of producers and end-users of crude oil on a fee-for-service basis, and purchases and sells crude oil in connection with other fee-for-service arrangements.

The excess of purchase consideration over net assets assumed was recorded as goodwill, which represented the strategic value assigned to Bridger, including the knowledge and experience of the workforce in place.

The following table summarizes the final estimated fair values of the assets acquired and liabilities assumed:

 
June 24, 2016
Working capital
 
$
(8,315
)
Transportation equipment
 
293,491

Injection stations and pipelines
 
41,632

Goodwill
 
189,196

Customer relationships
 
277,224

Non-compete agreements
 
10,000

Trade names & trademarks
 
9,400

Office equipment
 
7,449

Other
 
2,375

Aggregate fair value of net assets acquired
 
$
822,452



During fiscal 2015, Ferrellgas acquired salt water disposal assets with an aggregate value of $74.7 million in the following transactions, which includes $1.4 million paid in fiscal 2015 as a working capital and valuation adjustment for prior year acquisitions:

C&E Production, LLC, based in Texas, acquired September 2014; and
Segrest Saltwater Resources, based in Texas, acquired May 2015.

These acquisitions were funded as follows on their dates of acquisition:
 
 
For the year ended July 31,
 
 
2015
Cash payments. net of cash acquired
 
$
74,677
 


The aggregate fair values for these acquisitions were allocated as follows:
 
 
For the year ended July 31,
 
 
2015
Working capital
 
$
1,155
 
Customer tanks, buildings, land and other
 
1,704
 
Salt water disposal wells
 
10,705
 
Goodwill
 
12,359
 
Customer relationships
 
38,846
 
Non-compete agreements
 
3,639
 
Permits and favorable lease arrangements
 
6,269
 
Aggregate fair value of net assets acquired
 
$
74,677
 
Ferrellgas, L.P. [Member]  
Business Combinations
Business combinations
 
Business combinations are accounted for under the acquisition method of accounting and the assets acquired and liabilities assumed are recorded at their estimated fair market values as of the acquisition dates. The results of operations are included in the consolidated statements of operations from the date of acquisition. The pro forma effect of these transactions was not material to Ferrellgas, L.P.’s balance sheets or results of operations.

Propane operations and related equipment sales

During fiscal 2017, Ferrellgas, L.P. acquired propane distribution assets of Valley Center Propane, based in California, with an aggregate value of $4.4 million.

During fiscal 2016, Ferrellgas, L.P. acquired propane distribution assets with an aggregate value of $6.6 million.

Gasco Energy Supply, LLC., based in Missouri, acquired December 2015;
Warren Energy Supply, Inc. based in Utah, acquired February 2016; and
Selphs Propane, Inc., based in Colorado, acquired June 2016.
 
During fiscal 2015, Ferrellgas, L.P. acquired propane distribution assets of Propane Advantage, LLC, based in Utah, with an aggregate value of $7.7 million.

The goodwill arising from the propane operations and related equipment sales acquisitions consists largely of the synergies and economies of scale expected from combining the operations of Ferrellgas, L.P. and the acquired companies.

These acquisitions were funded as follows on their dates of acquisition:
 
 
For the year ended July 31,
 
 
2017
 
2016
 
2015
Cash payments, net of cash acquired
 
$
3,539

 
$
4,476

 
$
4,250

Issuance of liabilities and other costs and considerations
 
856

 
2,126

 
481

Assets contributed from Ferrellgas Partners
 

 

 
3,000

Aggregate fair value of transactions
 
$
4,395


$
6,602


$
7,731



The aggregate fair values, for the acquisitions in propane operations and related equipment sales reporting segment, were allocated as follows, including any adjustments identified during the measurement period:
 
 
For the year ended July 31,
 
 
2017
 
2016
 
2015
Working capital
 
139

 
(249
)
 
233

Customer tanks, buildings, land and other
 
1,220

 
3,625

 
236

Customer lists
 
2,648

 
2,962

 
6,569

Non-compete agreements
 
388

 
264

 
693

Aggregate fair value of net assets acquired
 
$
4,395

 
$
6,602

 
$
7,731



The estimated fair values and useful lives of assets acquired during fiscal 2017 are based on a preliminary valuation and are subject to final valuation adjustments. Ferrellgas, L.P. intends to continue its analysis of the net assets of these transactions to determine the final allocation of the total purchase price to the various assets and liabilities acquired. The estimated fair values and useful lives of assets acquired during fiscal 2016 and 2015 are based on internal valuations and included only minor adjustments during the 12 month period after the date of acquisition. Due to the immateriality of these adjustments, Ferrellgas, L.P. did not retrospectively adjust the consolidated statements of operations for those measurement period adjustments.

Midstream operations

During fiscal 2016, Ferrellgas, L.P. acquired the crude oil logistics assets of South C&C Trucking, LLC, based in Texas, with an aggregate value of $10.7 million. The aggregate fair values for this acquisition were allocated as follows: $(0.6) million of working capital, $9.2 million of plant, property, and equipment, $0.7 million of intangibles, and $1.4 million of goodwill.

On June 24, 2015, Ferrellgas Partners acquired Bridger (based near Dallas, Texas) and formed a new midstream operations segment. Ferrellgas Partners paid $560.0 million of cash, net of cash acquired and issued $260.0 million of Ferrellgas Partners common units to the seller, along with $2.5 million of other seller costs and consideration for an aggregate value of $822.5 million. Ferrellgas Partners then contributed the Bridger assets and liabilities to Ferrellgas, L.P. Ferrellgas, L.P. incurred and charged to operating expenses, net $16.4 million of costs during the year ended July 31, 2015, related to the acquisition and transition of Bridger.

Bridger's assets include rail cars, trucks, tank trailers, injection stations, a pipeline, and other assets. Bridger's operations provide crude oil transportation logistics on behalf of producers and end-users of crude oil on a fee-for-service basis, and purchases and sells crude oil in connection with other fee-for-service arrangements.

The excess of purchase consideration over net assets assumed was recorded as goodwill, which represented the strategic value assigned to Bridger, including the knowledge and experience of the workforce in place.

The following table summarizes the final estimated fair values of the assets acquired and liabilities assumed in June 2015:

 
June 24, 2016
Working capital
 
$
(8,315
)
Transportation equipment
 
293,491

Injection stations and pipelines
 
41,632

Goodwill
 
189,196

Customer relationships
 
277,224

Non-compete agreements
 
10,000

Trade names & trademarks
 
9,400

Office equipment
 
7,449

Other
 
2,375

Aggregate fair value of net assets acquired
 
$
822,452



During fiscal 2015, Ferrellgas, L.P. acquired salt water disposal assets with an aggregate value of $74.7 million in the following transactions, which includes $1.4 million paid in fiscal 2015 as a working capital and valuation adjustment for prior year acquisitions:

C&E Production, LLC, based in Texas, acquired September 2014; and
Segrest Saltwater Resources, based in Texas, acquired May 2015.

These acquisitions were funded as follows on their dates of acquisition:

 
 
For the year ended July 31,
 
 
2015
Cash payments, net of cash acquired
 
$
74,677



The aggregate fair values for these acquisitions were allocated as follows:

 
 
For the year ended July 31,
 
 
2015
Working capital
 
$
1,155

Customer tanks, buildings, land and other
 
1,704

Salt water disposal wells
 
10,705

Goodwill
 
12,359

Customer relationships
 
38,846

Non-compete agreements
 
3,639

Permits and favorable lease arrangements
 
6,269

Aggregate fair value of net assets acquired
 
$
74,677

Midstream Operations - Water Solutions [Member]  
Aggregate Fair Value Of Transaction
The aggregate fair values for these acquisitions were allocated as follows:
 
 
For the year ended July 31,
 
 
2015
Working capital
 
$
1,155
 
Customer tanks, buildings, land and other
 
1,704
 
Salt water disposal wells
 
10,705
 
Goodwill
 
12,359
 
Customer relationships
 
38,846
 
Non-compete agreements
 
3,639
 
Permits and favorable lease arrangements
 
6,269
 
Aggregate fair value of net assets acquired
 
$
74,677
 
Midstream Operations - Water Solutions [Member] | Ferrellgas, L.P. [Member]  
Aggregate Fair Value Of Transaction
The aggregate fair values for these acquisitions were allocated as follows:

 
 
For the year ended July 31,
 
 
2015
Working capital
 
$
1,155

Customer tanks, buildings, land and other
 
1,704

Salt water disposal wells
 
10,705

Goodwill
 
12,359

Customer relationships
 
38,846

Non-compete agreements
 
3,639

Permits and favorable lease arrangements
 
6,269

Aggregate fair value of net assets acquired
 
$
74,677