-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IEEvYVPNSICnrA29JYGXNYIIBwseKRJ4t3+ReEANw3xCu6MNkGOsIWsnmFT3673Y i7Ovd0Gb8BNGYzhEGSULFg== 0001299933-07-007013.txt : 20071206 0001299933-07-007013.hdr.sgml : 20071206 20071206070037 ACCESSION NUMBER: 0001299933-07-007013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071031 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071206 DATE AS OF CHANGE: 20071206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FERRELLGAS FINANCE CORP CENTRAL INDEX KEY: 0000922360 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 431677595 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50183 FILM NUMBER: 071288115 BUSINESS ADDRESS: STREET 1: 7500 COLLEGE BOULEVARD, STE 1000 CITY: OVERLAND PARK STATE: KS ZIP: 66210 BUSINESS PHONE: 9136611500 MAIL ADDRESS: STREET 1: 7500 COLLEGE BOULEVARD, STE 1000 CITY: OVERLAND PARK STATE: KS ZIP: 66210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FERRELLGAS L P CENTRAL INDEX KEY: 0000922359 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 431676206 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50182 FILM NUMBER: 071288116 BUSINESS ADDRESS: STREET 1: 7500 COLLEGE BOULEVARD, STE 1000 CITY: OVERLAND PARK STATE: KS ZIP: 66210 BUSINESS PHONE: 9136611500 MAIL ADDRESS: STREET 1: 7500 COLLEGE BOULEVARD, STE 1000 CITY: OVERLAND PARK STATE: KS ZIP: 66210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FERRELLGAS PARTNERS FINANCE CORP CENTRAL INDEX KEY: 0001012493 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 431742520 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-06693-02 FILM NUMBER: 071288117 BUSINESS ADDRESS: STREET 1: 7500 COLLEGE BOULEVARD, STE 1000 CITY: OVERLAND PARK STATE: KS ZIP: 66210 BUSINESS PHONE: 9136611500 MAIL ADDRESS: STREET 1: 7500 COLLEGE BOULEVARD, STE 1000 CITY: OVERLAND PARK STATE: KS ZIP: 66210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FERRELLGAS PARTNERS L P CENTRAL INDEX KEY: 0000922358 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 431698480 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11331 FILM NUMBER: 071288118 BUSINESS ADDRESS: STREET 1: 7500 COLLEGE BOULEVARD, STE 1000 CITY: OVERLAND PARK STATE: KS ZIP: 66210 BUSINESS PHONE: 9136611500 MAIL ADDRESS: STREET 1: 7500 COLLEGE BOULEVARD, STE 1000 CITY: OVERLAND PARK STATE: KS ZIP: 66210 8-K 1 htm_24225.htm LIVE FILING Ferrellgas Partners, L.P. (Form: 8-K)  

 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     
Date of Report (Date of Earliest Event Reported):   October 31, 2007

Ferrellgas Partners, L.P.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 001-11331 43-1698480
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
7500 College Blvd., Suite 1000, Overland Park, Kansas   66210
_________________________________
(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   913-661-1500

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Ferrellgas Partners Finance Corp.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 333-06693 43-1742520
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
7500 College Blvd., Suite 1000, Overland Park, Kansas   66210
_________________________________
(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   913-661-1500

n/a
______________________________________________
Former name or former address, if changed since last report

 

Ferrellgas, L.P.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 000-50182 43-1698481
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
7500 College Blvd., Suite 1000, Overland Park, Kansas   66210
_________________________________
(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   913-661-1500

n/a
______________________________________________
Former name or former address, if changed since last report

 

Ferrellgas Finance Corp.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 000-50183 14-1866671
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
7500 College Blvd., Suite 1000, Overland Park, Kansas   66210
_________________________________
(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   913-661-1500

n/a
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 2.02 Results of Operations and Financial Condition.

The information included in Item 7.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.02 of this Current Report on Form 8-K.





Item 7.01 Regulation FD Disclosure.

On December 6, 2007, Ferrellgas Partners, L.P. issued a press release regarding its financial results for its first fiscal quarter ended October 31, 2007. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.





Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1 - Press release of Ferrellgas Partners, L.P. dated December 6, 2007, reporting its financial results for its first fiscal quarter ended October 31, 2007.





Limitation on Materiality and Incorporation by Reference

The information in this Current Report on Form 8-K related to Items 2.02 and 7.01, including Exhibit 99.1 furnished herewith, is being furnished to the SEC pursuant to Item 2.02 and Item 7.01 of Form 8-K and is not deemed to be "filed" with the SEC for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of Section 18. In addition, such information is not to be incorporated by reference into any registration statement of Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp., Ferrellgas, L.P. or Ferrellgas Finance Corp. or other filings of such entities made pursuant to the Exchange Act or the Securities Act, unless specifically identified as being incorporated therein by reference.

The furnishing of particular information in this Current Report, including Exhibit 99.1 furnished herewith, pursuant to Item 7.01 of Form 8-K is not intended to, and do es not, constitute a deterination or admission by Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp., Ferrellgas, L.P. or Ferrellgas Finance Corp. as to the materiality or completeness of any such information that is required to be disclosed soley by Regulation FD of the Exchange Act.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    Ferrellgas Partners, L.P.
          
December 6, 2007   By:   /s/ Kevin T. Kelly
       
        Name: Kevin T. Kelly
        Title: Senior Vice President and Chief Financial Officer
         
    Ferrellgas Partners Finance Corp.
          
December 6, 2007   By:   /s/ Kevin T. Kelly
       
        Name: Kevin T. Kelly
        Title: Senior Vice President and Chief Financial Officer
         
    Ferrellgas, L.P.
          
December 6, 2007   By:   /s/ Kevin T. Kelly
       
        Name: Kevin T. Kelly
        Title: Senior Vice President and Chief Financial Officer
         
    Ferrellgas Finance Corp.
          
December 6, 2007   By:   /s/ Kevin T. Kelly
       
        Name: Kevin T. Kelly
        Title: Senior Vice President and Chief Financial Officer


Exhibit Index


     
Exhibit No.   Description

 
99.1
  Press release of Ferrellgas Partners, L.P. dated December 6, 2007, reporting its financial results for its first fiscal quarter ended October 31, 2007
EX-99.1 2 exhibit1.htm EX-99.1 EX-99.1

Exhibit 99.1

For immediate release
Contact:

Ryan VanWinkle, Investor Relations, 913-661-1528

Scott Brockelmeyer, Media Relations, 913-661-1830

Ferrellgas Partners, L.P.
Reports Record First Quarter Results

Overland Park, KS (December 6, 2007)—Ferrellgas Partners, L.P. (NYSE: FGP), one of the nation’s largest propane distributors, today reported record Adjusted EBITDA and gross profit, as well as a 22% improvement in the seasonal net loss for the first fiscal quarter of 2008 ended October 31.

Adjusted EBITDA rose 18% to a record $23.3 million versus $19.7 million in the year-earlier quarter. Gross profit was also a record, increasing to $131.4 million from $127.1 million in the prior year’s quarter.

The seasonal net loss for the fiscal quarter improved to $22.9 million from $29.5 million in fiscal first quarter of 2007. Due to the seasonal nature of the propane industry, the partnership has historically experienced a net loss during its fiscal first quarter as fixed costs exceed off-season cash flow.

This improved performance reflects the partnership’s continued margin improvement, which offset the impact from unseasonably warm temperatures and customer reaction to historically high wholesale propane costs on propane sales volumes. Fiscal first quarter propane sales were 141 million gallons, compared to 161 million gallons sold in the fiscal first quarter of 2007, with October temperatures 24% warmer than normal and 33% warmer than experienced in October 2006.

- more -

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Ferrellgas
Page 2 of 2

“Despite the warm start to the winter heating season, we are very pleased by our strong fiscal first quarter performance, building nicely upon our record fiscal 2007 results,” said Steve Wambold, President and Chief Operating Officer. “We have remained focused on improving both our customer service offering and profitability and believe we are well positioned for this winter heating season.”

Operating expense for the fiscal first quarter was $90.5 million, as compared to $90.0 million and general and administrative expense was $11.8 million, as compared to $11.1 million, each as compared to the first fiscal quarter of 2007. Equipment lease expense for the fiscal first quarter was $6.4 million, down from $6.6 million in the fiscal first quarter of 2007.

The net loss for the fiscal first quarter was positively impacted with the passage in September of an amendment to the newly implemented Michigan Business Tax. The financial impact of this change in state tax law was a reversal of a $2.8 million non-cash charge to earnings previously recognized in the partnership’s fiscal fourth quarter 2007 results.

Ferrellgas Partners, L.P., through its operating partnership, Ferrellgas, L.P., serves more than one million customers in all 50 states, the District of Columbia and Puerto Rico. Ferrellgas employees indirectly own more than 20 million common units of the partnership through an employee stock ownership plan.

Statements in this release concerning expectations for the future are forward-looking statements. A variety of known and unknown risks, uncertainties and other factors could cause results, performance and expectations to differ materially from anticipated results, performance and expectations. These risks, uncertainties and other factors are discussed in the Form 10-K of Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp., Ferrellgas, L.P. and Ferrellgas Finance Corp. for the fiscal year ended July 31, 2007, and other documents filed from time to time by these entities with the Securities and Exchange Commission.

2

FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except unit data)
(unaudited)

                 
ASSETS   October 31, 2007   July 31, 2007
Current Assets:
               
Cash and cash equivalents
  $ 17,091     $ 20,685  
Accounts and notes receivable, net
    124,302       118,320  
Inventories
    176,571       113,807  
Prepaid expenses and other current assets
    24,967       16,772  
 
               
Total Current Assets
    342,931       269,584  
Property, plant and equipment, net
    705,261       720,190  
Goodwill
    249,212       249,481  
Intangible assets, net
    240,941       246,283  
Other assets, net
    20,362       17,865  
 
               
Total Assets
  $ 1,558,707     $ 1,503,403  
 
               
LIABILITIES AND PARTNERS’ CAPITAL
               
 
               
Current Liabilities:
               
Accounts payable
  $ 75,421     $ 62,103  
Short term borrowings
    136,613       57,779  
Other current liabilities (a)
  122,143     107,199  
 
               
Total Current Liabilities
    334,177       227,081  
Long-term debt (a)
  1,012,941     1,011,751  
Other liabilities
    23,184       22,795  
Contingencies and commitments
           
Minority interest
    4,658       5,119  
Partners’ Capital:
               
Common unitholders (62,958,674 and 62,957,674 units outstanding at October 2007 and July 2007, respectively)
    238,495       289,075  
General partner unitholder (635,946 and 635,936 units outstanding at October 2007 and July 2007, respectively)
    (57,665 )     (57,154 )
Accumulated other comprehensive income
    2,917       4,736  
 
               
Total Partners’ Capital
    183,747       236,657  
 
               
Total Liabilities and Partners’ Capital
  $ 1,558,707     $ 1,503,403  
 
               

(a) The principal difference between the Ferrellgas Partners, L.P. balance sheet and that of Ferrellgas, L.P., is $268 million of 8 3/4% notes, which are liabilities of Ferrellgas Partners, L.P. and not of Ferrellgas, L.P.

3

4

FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
FOR THE THREE MONTHS ENDED October 31, 2007 AND 2006
(in thousands, except per unit data)
(unaudited)

                 
    Three months ended
    October 31,
    2007   2006
Revenues:
               
Propane and other gas liquids sales
  $ 358,935     $ 344,919  
Other
    35,981       31,494  
 
               
Total revenues
    394,916       376,413  
Cost of product sold:
               
Propane and other gas liquids sales
    252,519       234,686  
Other
    10,960       14,620  
 
               
Gross profit
    131,437       127,107  
Operating expense
    90,459       90,011  
Depreciation and amortization expense
    21,365       21,656  
General and administrative expense
    11,793       11,085  
Equipment lease expense
    6,351       6,644  
Employee stock ownership plan compensation charge
    3,174       2,841  
Loss on sale of assets and other
    2,387       3,003  
 
               
Operating loss
    (4,092 )     (8,133 )
Interest expense
    (22,286 )     (22,380 )
Interest income
    817       970  
 
               
Loss before income taxes and minority interest
    (25,561 )     (29,543 )
Income tax benefit – current
    (311 )     (19 )
Income tax expense (benefit) – deferred (g)
    (2,177 )     229  
Minority interest (a)
    (173 )     (240 )
 
               
Net loss
    (22,900 )     (29,513 )
Net loss available to general partner unitholder
    (229 )     (295 )
 
               
Net loss available to common unitholders
  $ (22,671 )   $ (29,218 )
 
               
Basic and diluted net loss available per common unit
  $ (0.36 )   $ (0.47 )
 
               
Weighted average common units outstanding
    62,958.7       62,238.5  

5

6

Supplemental Data and Reconciliation of Non-GAAP Items:

                 
    Three months ended
    October 31,
    2007   2006
Propane gallons
    141,145       161,245  
 
               
Net loss
  $ (22,900 )   $ (29,513 )
Income tax expense (benefit)
    (2,488 )     210  
Interest expense
    22,286       22,380  
Depreciation and amortization expense
    21,365       21,656  
Interest income
    (817 )     (970 )
 
               
EBITDA
    17,446       13,763  
Employee stock ownership plan compensation charge
    3,174       2,841  
Unit and stock-based compensation charge (b)
    450       333  
Loss on disposal of assets and other
    2,387       3,003  
Minority interest
    (173 )     (240 )
 
               
Adjusted EBITDA (c)
  23,284     19,700  
Net cash interest expense (d)
    (21,983 )     (21,920 )
Maintenance capital expenditures (e)
    (3,124 )     (3,984 )
Cash paid for taxes
    (1,211 )     (1,765 )
 
               
Distributable cash flow to equity investors (f)
  $ (3,034 )   $ (7,969 )
 
               

(a) Amounts allocated to the general partner for its 1.0101% interest in the operating partnership, Ferrellgas, L.P.

(b) Statement of Financial Accounting Standards (“SFAS”) No. 123(R), “Share-Based Payment” requires that the cost resulting from all share-based payment transactions be recognized in the financial statements. Share-based payment transactions resulted in a non-cash compensation charge of $0.2 million and $0.1 million during the three months ended October 31, 2007 and 2006, respectively. A non-cash compensation charge of $0.3 million and $0.2 million was recorded to general and administrative expense for the three months ended October 31, 2007 and 2006, respectively.

(c) Management considers Adjusted EBITDA to be a chief measurement of the partnership’s overall economic performance and return on invested capital. Adjusted EBITDA is calculated as earnings before interest, income taxes, depreciation and amortization, employee stock ownership plan compensation charge, unit and stock-based compensation charge, loss on disposal of assets and other, minority interest, and other non-cash and non-operating charges. Management believes the presentation of this measure is relevant and useful because it allows investors to view the partnership’s performance in a manner similar to the method management uses, adjusted for items management believes are unusual or non-recurring, and makes it easier to compare its results with other companies that have different financing and capital structures. In addition, management believes this measure is consistent with the manner in which the partnership’s lenders and investors measure its overall performance and liquidity, including its ability to pay quarterly equity distributions, service its long-term debt and other fixed obligations and to fund its capital expenditures and working capital requirements. This method of calculating Adjusted EBITDA may not be consistent with that of other companies and should be viewed in conjunction with measurements that are computed in accordance with GAAP.

(d) Net cash interest expense is the sum of interest expense less non-cash interest expense and interest income. This amount also includes interest expense related to the accounts receivable securitization facility.

(e) Maintenance capital expenditures include capitalized expenditures for betterment and replacement of property, plant and equipment.

(f) Management considers Distributable cash flow to equity investors a meaningful non-GAAP measure of the partnership’s ability to declare and pay quarterly distributions to common unitholders. Distributable cash flow to equity investors, as management defines it, may not be comparable to distributable cash flow or similarly titled measures used by other corporations and partnerships.

(g) During the fourth quarter of fiscal 2007 the governor of the state of Michigan signed into law a new Michigan Business Tax. The passing of this new tax law caused Ferrellgas to recognize a one time deferred tax expense of $2.8 million during fiscal 2007. During the first quarter of fiscal 2008 a credit for this deferred tax expense was created by a new Michigan tax law. The passing of this new tax law caused Ferrellgas to recognize a one-time deferred tax credit during fiscal 2008.

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