EX-99.15 21 form8k.txt 3RD QUARTER EARNINGS RELEASE Exhibit 99.15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2003 Ferrellgas Partners, L.P. Ferrellgas Partners Finance Corp. ----------------------------------------------- (Exact name of registrants as specified in their charters) Delaware 001-111331 43-1698480 Delaware 333-06693 43-1742520 -------------------- -------------------- -------------------- (States or other Commission file (I.R.S. Employer jurisdictions of numbers Identification Nos.) incorporation or organization) One Liberty Plaza, Liberty, Missouri 64068 (Address of principal executive offices) (Zip Code) Registrants' telephone number, including area code: (816) 792-1600 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS Exhibit Number Description ------ ----------- 99.1 Press release of Ferrellgas Partners, L.P. dated May 29, 2003, reporting its financial results for the third quarter ended April 30, 2003. ITEM 9. REGULATION FD DISCLOSURE The information contained in this Item 9 is being furnished to the SEC pursuant to Item 12 of Form 8-K "Results of Operations and Financial Condition" in accordance with SEC Release Nos. 33-8216 and 34-47583, dated March 27, 2003. On May 29, 2003, Ferrellgas Partners, L.P. issued a press release regarding its financial results for the third quarter ended April 30, 2003. A copy of this earnings press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Limitation on Incorporation by Reference and Materiality The information, including the exhibit attached hereto, in this Current Report on Form 8-K is being furnished to the SEC and is not to be deemed "filed" with the SEC for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of Section 18. In addition, the information in this Current Report is not to be incorporated by reference into any registration statement of Ferrellgas Partners, L.P. or Ferrellgas Partners Finance Corp. or other filing of Ferrellgas Partners, L.P. or Ferrellgas Partners Finance Corp. made pursuant to the Exchange Act or the Securities Act, unless specifically identified as being incorporated therein by reference. The furnishing of the information set forth in this Current Report is not intended to, and does not, constitute a determination or admission by Ferrellgas Partners, L.P. or Ferrellgas Partners Finance Corp. as to the materiality or completeness of such information. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. FERRELLGAS PARTNERS, L.P. By Ferrellgas, Inc. (General Partner) Date: May 29, 2003 By /s/ Kevin T. Kelly -------------------------------------- Kevin T. Kelly Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) FERRELLGAS PARTNERS FINANCE CORP. Date: May 29, 2003 By /s/ Kevin T. Kelly -------------------------------------- Kevin T. Kelly Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) For immediate release Contact: Ryan VanWinkle, Investor Relations, 816-792-7998 Ferrellgas Partners, L.P. Reports Record Third Quarter Earnings Liberty, MO (May 29, 2003)--Ferrellgas Partners, L.P. (NYSE:FGP), the nation's second largest retail marketer of propane, today reported record net earnings of $39.4 million for the third quarter ended April 30, 2003. Third quarter retail propane sales volumes were 251 million gallons, an increase of 4 percent compared to the third quarter of 2002. These strong sales volumes reflect the impact of acquisitions and national temperatures that were 2 percent colder than the same period last year, as reported by the National Oceanic and Atmospheric Administration. Gross profit and operating expense for the quarter were $161.4 million and $79.1 million, respectively, an increase of $8.9 million and $4.4 million, respectively, compared to the same period last year. These increases were primarily attributable to higher retail sales volumes. General and administrative expense for the quarter was $7.2 million, down $0.9 million from the same quarter last year. Third quarter equipment lease expense was $5.0 million, down $0.8 million from the prior year's quarter, partially reflecting the partnership's second quarter refinancing of certain operating tank lease obligations. EBITDA, as adjusted, was a record $70.1 million for the third quarter, an increase of 10 percent as compared to $63.9 million in the prior year's record quarter. Third quarter net earnings were a record $39.4 million, an increase of 8 percent as compared to previous record net earnings of $36.6 million realized in the third quarter of last year. -more- Ferrellgas Page 2 of 2 "Our continued focus on improving our operations and the return of more normal winter weather has had a positive impact on our sales and profitability this year," said James E. Ferrell, Ferrellgas' Chairman and Chief Executive Officer. "We are pleased to once again demonstrate our ability to deliver strong financial results and returns to our investors, despite recent challenges from the economy, weather and other external factors." For the nine months ended April 30, 2003, retail propane sales volumes and gross profit were 783 million gallons and $463.8 million, respectively, and operating and general and administrative expenses were $227.2 million and $21.9 million, respectively. Equipment lease expense for the nine-month period was $16.5 million. As is typically the case, year-to-date results were primarily impacted by the seasonal performance experienced in our second and third fiscal quarters. EBITDA, as adjusted, and net earnings for the nine-month period were $198.2 million and $101.5 million, respectively, compared to $174.7 million and $91.3 million, respectively, for the same period last year. Net earnings for the nine-month period include special charges of $7.1 million related to the early extinguishment of debt and $2.8 million related to a cumulative effect of a change in accounting principle. Ferrellgas Partners, L.P., through its operating partnership, Ferrellgas, L.P., currently serves more than one million customers in 45 states. Ferrellgas employees indirectly own more than 17 million common units of the partnership through an employee stock ownership plan. Ferrellgas trades on the New York Stock Exchange under the ticker symbol FGP. Statements in this release concerning expectations for the future are forward-looking statements. A variety of known and unknown risks, uncertainties and other factors could cause actual results, performance and expectations to differ materially from anticipated results, performance or expectations. These risks, uncertainties and other factors are discussed in the partnership's Form 10-K for the fiscal year ended July 31, 2002, as amended, and other documents filed from time to time with the Securities and Exchange Commission. ### FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except unit data) Unaudited Audited ASSETS April 30, 2003 July 31, 2002 ----------------------------------------------------------------------------- ------------------- ------------------- Current Assets: Cash and cash equivalents $ 14,104 $ 19,781 Accounts and notes receivable, net 85,015 74,274 Inventories 48,949 48,034 Prepaid expenses and other current assets 7,763 10,724 ------------------- ------------------- Total Current Assets 155,831 152,813 Property, plant and equipment, net 684,126 506,531 Goodwill 124,190 124,190 Intangible assets, net 99,908 98,170 Other assets, net 8,900 3,424 ------------------- ------------------- Total Assets $ 1,072,955 $ 885,128 =================== =================== LIABILITIES AND PARTNERS' CAPITAL ----------------------------------------------------------------------------- Current Liabilities: Accounts payable $ 50,521 $ 54,316 Other current liabilities (1) 83,367 89,061 ------------------- ------------------- Total Current Liabilities 133,888 143,377 Long-term debt (1) 853,327 703,858 Other liabilities 17,701 14,861 Contingencies and commitments - - Minority interest 3,050 1,871 Partners' Capital: Senior unitholder (2,743,020 and 2,782,211 units outstanding at April 2003 and July 2002, respectively - liquidation preference $109,721 and $111,288 at April 2003 and July 2002, respectively) 109,721 111,288 Common unitholders (36,213,803 and 36,081,203 units outstanding at April 2003 and July 2002, respectively) 16,552 (28,320) General partner unitholder (393,510 and 392,556 units outstanding at April 2003 and July 2002, respectively) (58,664) (59,035) Accumulated other comprehensive loss (2,620) (2,772) ------------------- ------------------- Total Partners' Capital 64,989 21,161 ------------------- ------------------- Total Liabilities and Partners' Capital $ 1,072,955 $ 885,128 =================== =================== (1) The principal difference between the Ferrellgas Partners, L.P. balance sheet and that of Ferrellgas, L.P., is $218 million of 8 3/4% notes and a $10 million short-term note payable, which are liabilities of Ferrellgas Partners, L.P. and not of Ferrellgas, L.P.
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2003 AND 2002 (in thousands, except per unit data) (Unaudited) Three months ended April 30 Nine months ended April 30 --------------------------- --------------------------- 2003 2002 2003 2002 ----------- ----------- ----------- ----------- Revenues: Propane and other gas liquids sales $ 351,338 $ 269,825 $ 985,539 $ 825,239 Other 18,027 17,336 64,606 62,903 ----------- ----------- ----------- ----------- Total revenues 369,365 287,161 1,050,145 888,142 Cost of product sold 207,934 134,640 586,324 461,178 ----------- ----------- ----------- ----------- Gross profit 161,431 152,521 463,821 426,964 Operating expense 79,121 74,686 227,226 212,186 Depreciation and amortization expense 10,563 10,625 30,719 32,844 General and administrative expense 7,202 8,117 21,863 21,574 Equipment lease expense 4,990 5,825 16,510 18,456 Employee stock ownership plan compensation charge 1,619 1,273 4,653 3,856 Loss on disposal of assets and other 1,985 552 3,781 1,830 ----------- ----------- ----------- ----------- Operating income 55,951 51,443 159,069 136,218 Interest expense (16,548) (14,717) (47,328) (45,039) Interest income 424 323 850 1,194 Early extinguishment of debt expense (a) - - (7,052) - ----------- ----------- ----------- ----------- Earnings before minority interest and cumulative effect of change in accounting principle 39,827 37,049 105,539 92,373 Minority interest (b) 454 414 1,276 1,052 ----------- ----------- ----------- ----------- Earnings before cumulative effect of change in accounting principle 39,373 36,635 104,263 91,321 Cumulative effect of change in accounting principle, net of minority interest of $28 (c) - - (2,754) - ----------- ----------- ----------- ----------- Net earnings 39,373 36,635 101,509 91,321 Distribution to senior unitholder 2,775 2,786 8,300 8,390 Net earnings available to general partner 366 338 932 829 ----------- ------------ ----------- ------------ Net earnings available to common unitholders $ 36,232 $ 33,511 $ 92,277 $ 82,102 =========== ============ =========== ============ Basic earnings per common unit: Earnings before cumulative effect of change in accounting principle (d) $ 1.00 $ 0.93 $ 2.62 $ 2.28 Net earnings available to common unitholders $ 1.00 $ 0.93 $ 2.55 $ 2.28 Weighted average common units outstanding 36,197.3 36,072.0 36,142.5 36,003.3
Supplemental Data and Reconciliation of Non-GAAP Item: Three months ended April 30 Nine months ended April 30 --------------------------- --------------------------- 2003 2002 2003 2002 ----------- ----------- ----------- ----------- Retail gallons 250,620 240,385 783,034 720,690 =========== =========== =========== =========== Net earnings $ 39,373 $ 36,635 $ 101,509 $ 91,321 Interest expense 16,548 14,717 47,328 45,039 Depreciation and amortization expense 10,563 10,625 30,719 32,844 Early extinguishment of debt expense (a) - - 7,052 - Employee stock ownership plan compensation charge 1,619 1,273 4,653 3,856 Cumulative effect of change in accounting principle (c) - - 2,754 - Loss on disposal of assets and other 1,985 552 3,781 1,830 Minority interest (b) 454 414 1,276 1,052 Interest income (424) (323) (850) (1,194) ----------- ----------- ----------- ----------- EBITDA, as adjusted (e) $ 70,118 $ 63,893 $ 198,222 $ 174,748 =========== =========== =========== =========== (a) Expenses related to the refinancing of the $160 million Ferrellgas Partners, L.P. senior secured debt in September 2002. (b) Amounts allocated to the general partner for its 1.0101% interest in the operating partnership, Ferrellgas, L.P. (c) Amount related to recognition of liabilities for future retirements of underground storage facilities, as required by the recently issued SFAS No. 143. (d) Amount calculated as 99% of the earnings before cumulative effect of change in accounting principle less distribution to senior unitholder; the result then divided by the weighted average common units outstanding. (e) EBITDA, as adjusted, is calculated as earnings before interest, taxes, depreciation, amortization, early extinguishment of debt expense and non-cash items such as employee stock ownership plan compensation charge, cumulative effect of change in accounting principle, loss on disposal of assets and other and minority interest. EBITDA, as adjusted, is not intended to represent cash flow and does not represent the measure of cash available for distribution and is not intended as an alternative to operating income or net earnings. EBITDA, as adjusted, is a non-GAAP measure, but provides our management with additional information for evaluating our operating performance and is a factor in determining our compliance with debt covenants. Our calculation of EBITDA, as adjusted, may differ from similarly titled items reported by other companies. EBITDA, as adjusted, for the periods described herein is calculated in the same manner as presented by the Partnership in the past, and is intended to allow investors to compare performance with prior periods.