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Ferrellgas Partners, L.P. 10-Q 2012

Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

(Mark One)

þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended April 30, 2012

or

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from          to

 

 

 

       Commission file numbers: 001-11331, 333-06693, 000-50182 and 000-50183

 

Ferrellgas Partners, L.P.

Ferrellgas Partners Finance Corp.

Ferrellgas, L.P.

Ferrellgas Finance Corp.

(Exact name of registrants as specified in their charters)

 

Delaware

 

43-1698480

Delaware

 

43-1742520

Delaware

 

43-1698481

Delaware

 

14-1866671

(States or other jurisdictions of
incorporation or organization)

 

(I.R.S. Employer
Identification Nos.)

 

 

 

7500 College Boulevard,
Suite 1000, Overland Park, Kansas

 

66210

(Address of principal executive office)

 

(Zip Code)

 

Registrants’ telephone number, including area code:

(913) 661-1500

 

Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.   Yes þ     No o

 

Indicate by check mark whether the registrants have submitted electronically and posted on their corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrants were required to submit and post such files).  Yes þ     No  o

 

Indicate by check mark whether the registrants are large accelerated filers, accelerated filers, non-accelerated filers, or smaller reporting companies. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Ferrellgas Partners, L.P.:

 

 

 

Large accelerated filer þ

Accelerated filer o

Non-accelerated filer o

Smaller reporting company o

 

 

(do not check if a smaller reporting
company)

 

 

Ferrellgas Partners Finance Corp, Ferrellgas, L.P. and Ferrellgas Finance Corp.:

Large accelerated filer o

Accelerated filer o

Non-accelerated filer þ

Smaller reporting company o

 

 

(do not check if a smaller reporting
company)

 

 

Indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act).

 

Ferrellgas Partners, L.P. and Ferrellgas, L.P.  Yes o     No þ

Ferrellgas Partners Finance Corp. and Ferrellgas Finance Corp.  Yes þ     No o

 

At May 31, 2012, the registrants had common units or shares of common stock outstanding as follows:

 

Ferrellgas Partners, L.P.

 

78,965,469

 

Common Units

Ferrellgas Partners Finance Corp.

 

1,000

 

Common Stock

Ferrellgas, L.P.

 

n/a

 

n/a

Ferrellgas Finance Corp.

 

1,000

 

Common Stock

 

Documents Incorporated by Reference: None

 

EACH OF FERRELLGAS PARTNERS FINANCE CORP. AND FERRELLGAS FINANCE CORP. MEET THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H (1)(A) and (B) OF FORM 10-Q AND ARE THEREFORE, WITH RESPECT TO EACH SUCH REGISTRANT, FILING THIS FORM 10-Q WITH THE REDUCED DISCLOSURE FORMAT.

 



Table of Contents

 

FERRELLGAS PARTNERS, L.P.

FERRELLGAS PARTNERS FINANCE CORP.

FERRELLGAS, L.P.

FERRELLGAS FINANCE CORP.

 

For the quarterly period ended April 30, 2012

FORM 10-Q QUARTERLY REPORT

 

Table of Contents

 

 

 

Page

 

 

 

 

PART I - FINANCIAL INFORMATION

 

 

 

 

ITEM 1.

FINANCIAL STATEMENTS (unaudited)

 

 

 

 

 

Ferrellgas Partners, L.P. and Subsidiaries

 

 

 

 

 

Condensed Consolidated Balance Sheets — April 30, 2012 and July 31, 2011

1

 

 

 

 

Condensed Consolidated Statements of Earnings — Three and nine months ended April 30, 2012 and 2011

2

 

 

 

 

Condensed Consolidated Statements of Partners’ Capital — Nine months ended April 30, 2012 and 2011

3

 

 

 

 

Condensed Consolidated Statements of Cash Flows — Nine months ended April 30, 2012 and 2011

4

 

 

 

 

Notes to Condensed Consolidated Financial Statements

5

 

 

 

 

Ferrellgas Partners Finance Corp.

 

 

 

 

 

Condensed Balance Sheets — April 30, 2012 and July 31, 2011

16

 

 

 

 

Condensed Statements of Earnings — Three and nine months ended April 30, 2012 and 2011

16

 

 

 

 

Condensed Statements of Cash Flows — Nine months ended April 30, 2012 and 2011

17

 

 

 

 

Notes to Condensed Financial Statements

17

 

 

 

 

Ferrellgas, L.P. and Subsidiaries

 

 

 

 

 

Condensed Consolidated Balance Sheets — April 30, 2012 and July 31, 2011

18

 

 

 

 

Condensed Consolidated Statements of Earnings — Three and nine months ended April 30, 2012 and 2011

19

 

 

 

 

Condensed Consolidated Statement of Partners’ Capital — Nine months ended April 30, 2012

20

 

 

 

 

Condensed Consolidated Statements of Cash Flows — Nine months ended April 30, 2012 and 2011

21

 

 

 

 

Notes to Condensed Consolidated Financial Statements

22

 

 

 

 

Ferrellgas Finance Corp.

 

 

 

 

 

Condensed Balance Sheets — April 30, 2012 and July 31, 2011

32

 

 

 

 

Condensed Statements of Earnings — Three and nine months ended April 30, 2012 and 2011

32

 




Table of Contents

 

PART I - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS (unaudited)

 

FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except unit data)

(unaudited)

 

 

 

April 30,

 

July 31,

 

 

 

2012

 

2011

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

11,873

 

$

7,437

 

Accounts and notes receivable, net (including $194,762 and $112,509 of accounts receivable pledged as collateral at April 30, 2012 and July 31, 2011, respectively)

 

193,016

 

159,532

 

Inventories

 

131,854

 

136,139

 

Prepaid expenses and other current assets

 

18,285

 

23,885

 

Total current assets

 

355,028

 

326,993

 

 

 

 

 

 

 

Property, plant and equipment (net of accumulated depreciation of $594,172 and $573,665 at April 30, 2012 and July 31, 2011, respectively)

 

635,881

 

642,205

 

Goodwill

 

248,944

 

248,944

 

Intangible assets (net of accumulated amortization of $319,527 and $303,360 at April 30, 2012 and July 31, 2011, respectively)

 

194,420

 

204,136

 

Other assets, net

 

39,967

 

38,308

 

Total assets

 

$

1,474,240

 

$

1,460,586

 

 

 

 

 

 

 

LIABILITIES AND PARTNERS’ CAPITAL

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

67,503

 

$

67,541

 

Short-term borrowings

 

58,291

 

64,927

 

Collateralized note payable

 

134,000

 

61,000

 

Other current liabilities

 

97,871

 

104,813

 

Total current liabilities

 

357,665

 

298,281

 

 

 

 

 

 

 

Long-term debt

 

1,044,187

 

1,050,920

 

Other liabilities

 

23,622

 

23,068

 

Contingencies and commitments (Note I)

 

 

 

 

 

 

 

 

 

Partners’ capital:

 

 

 

 

 

Common unitholders (78,965,469 and 75,966,353 units outstanding at April 30, 2012 and July 31, 2011, respectively)

 

111,336

 

139,614

 

General partner unitholder (797,631 and 767,337 units outstanding at April 30, 2012 and July 31, 2011, respectively)

 

(58,947

)

(58,660

)

Accumulated other comprehensive income (loss)

 

(5,993

)

4,633

 

Total Ferrellgas Partners, L.P. partners’ capital

 

46,396

 

85,587

 

Noncontrolling interest

 

2,370

 

2,730

 

Total partners’ capital

 

48,766

 

88,317

 

Total liabilities and partners’ capital

 

$

1,474,240

 

$

1,460,586

 

 

See notes to condensed consolidated financial statements.

 

1



Table of Contents

 

FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(in thousands, except per unit data)

(unaudited)

 

 

 

For the three months ended
April 30,

 

For the nine months ended
April 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

Propane and other gas liquids sales

 

$

556,644

 

$

647,709

 

$

1,850,430

 

$

1,790,511

 

Other

 

72,975

 

84,664

 

146,887

 

183,046

 

Total revenues

 

629,619

 

732,373

 

1,997,317

 

1,973,557

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

Cost of product sold - propane and other gas liquids sales

 

401,521

 

483,101

 

1,405,243

 

1,299,003

 

Cost of product sold - other

 

49,117

 

60,074

 

80,211

 

111,432

 

Operating expense (includes $0.1 million and $0.6 million for the three months ended April 30, 2012 and 2011, respectively, and $2.0 million and $3.8 million for the nine months ended April 30, 2012 and 2011, respectively, for non-cash stock and unit-based compensation)

 

95,934

 

104,383

 

300,926

 

310,467

 

Depreciation and amortization expense

 

21,123

 

20,030

 

62,839

 

60,395

 

General and administrative expense (includes $0.3 million and $1.0 million for the three months ended April 30, 2012 and 2011, respectively, and $2.9 million and $9.9 million for the nine months ended April 30, 2012 and 2011, respectively, for non-cash stock and unit-based compensation)

 

9,236

 

18,937

 

31,586

 

49,148

 

Equipment lease expense

 

3,789

 

3,650

 

10,846

 

10,842

 

Non-cash employee stock ownership plan compensation charge

 

2,203

 

2,591

 

6,719

 

7,967

 

Loss on disposal of assets

 

1,220

 

463

 

2,052

 

834

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

45,476

 

39,144

 

96,895

 

123,469

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(23,471

)

(24,933

)

(70,904

)

(78,205

)

Loss on extinguishment of debt

 

0

 

(10,513

)

0

 

(46,962

)

Other income, net

 

201

 

243

 

248

 

509

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) before income taxes

 

22,206

 

3,941

 

26,239

 

(1,189

)

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

1,144

 

572

 

1,285

 

1,288

 

 

 

 

 

 

 

 

 

 

 

Net earnings (loss)

 

21,062

 

3,369

 

24,954

 

(2,477

)

 

 

 

 

 

 

 

 

 

 

Net earnings attributable to noncontrolling interest

 

255

 

196

 

377

 

264

 

 

 

 

 

 

 

 

 

 

 

Net earnings (loss) attributable to Ferrellgas Partners, L.P.

 

20,807

 

3,173

 

24,577

 

(2,741

)

 

 

 

 

 

 

 

 

 

 

Less: General partner’s interest in net earnings (loss)

 

208

 

32

 

246

 

(27

)

Common unitholders’ interest in net earnings (loss)

 

$

20,599

 

$

3,141

 

$

24,331

 

$

(2,714

)

 

 

 

 

 

 

 

 

 

 

Basic and diluted net earnings (loss) per common unitholders’ interest

 

$

0.26

 

$

0.04

 

$

0.32

 

$

(0.04

)

 

 

 

 

 

 

 

 

 

 

Cash distributions declared per common unit

 

$

0.50

 

$

0.50

 

$

1.50

 

$

1.50

 

 

See notes to condensed consolidated financial statements.

 

2



Table of Contents

 

FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL

(in thousands)

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

Accumulated other

 

Total

 

 

 

 

 

 

 

Number of units

 

 

 

 

 

comprehensive income (loss)

 

Ferrellgas

 

 

 

 

 

 

 

 

 

General

 

 

 

General

 

 

 

Currency

 

 

 

Partners, L.P.

 

Non-

 

Total

 

 

 

Common

 

partner

 

Common

 

partner

 

Risk

 

translation

 

Pension

 

partners’

 

controlling

 

partners’

 

 

 

unitholders

 

unitholder

 

unitholders

 

unitholder

 

management

 

adjustments

 

liability

 

capital

 

interest

 

capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

July 31, 2010

 

69,521.8

 

702.2

 

$

141,281

 

$

(58,644

)

$

(166

)

$

24

 

$

(273

)

$

82,222

 

$

3,680

 

$

85,902

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contributions in connection with non-cash ESOP and stock and unit-based compensation charges

 

0

 

0

 

21,243

 

215

 

0

 

0

 

0

 

21,458

 

218

 

21,676

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions

 

0

 

0

 

(105,601

)

(1,067

)

0

 

0

 

0

 

(106,668

)

(2,312

)

(108,980

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common units issued in connection with acquisition

 

63.5

 

0.6

 

1,625

 

16

 

0

 

0

 

0

 

1,641

 

17

 

1,658

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common unit options issued

 

40.4

 

0.4

 

468

 

5

 

0

 

0

 

0

 

473

 

3

 

476

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common units issued in offering, net of issuance costs

 

6,275.1

 

63.4

 

157,212

 

1,588

 

0

 

0

 

0

 

158,800

 

1,608

 

160,408

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings (loss)

 

0

 

0

 

(2,714

)

(27

)

0

 

0

 

0

 

(2,741

)

264

 

(2,477

)

Cumulative effect of change in accounting principle

 

0

 

0

 

1,230

 

12

 

0

 

0

 

0

 

1,242

 

13

 

1,255

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings on risk management derivatives

 

0

 

0

 

0

 

0

 

24,082

 

0

 

0

 

 

 

246

 

 

 

Reclassification of derivatives to earnings

 

0

 

0

 

0

 

0

 

(7,825

)

0

 

0

 

 

 

(80

)

 

 

Foreign currency translation adjustment

 

0

 

0

 

0

 

0

 

0

 

1

 

0

 

 

 

 

 

 

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

16,258

 

 

 

16,424

 

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14,759

 

443

 

15,202

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

April 30, 2011

 

75,900.8

 

766.6

 

$

214,744

 

$

(57,902

)

$

16,091

 

$

25

 

$

(273

)

$

172,685

 

$

3,657

 

$

176,342

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

July 31, 2011

 

75,966.4

 

767.3

 

$

139,614

 

$

(58,660

)

$

5,098

 

$

26

 

$

(491

)

$

85,587

 

$

2,730

 

$

88,317

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contributions in connection with non-cash ESOP and stock and unit-based compensation charges

 

0

 

0

 

11,354

 

115

 

0

 

0

 

0

 

11,469

 

117

 

11,586

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions

 

0

 

0

 

(115,451

)

(1,167

)

0

 

0

 

0

 

(116,618

)

(1,270

)

(117,888

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common units issued in connection with acquisition

 

68.2

 

0.7

 

1,300

 

13

 

0

 

0

 

0

 

1,313

 

13

 

1,326

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common unit options issued

 

35.5

 

0.3

 

413

 

4

 

0

 

0

 

0

 

417

 

1

 

418

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common units issued in offering, net of issuance costs

 

2,895.4

 

29.3

 

49,775

 

502

 

0

 

0

 

0

 

50,277

 

510

 

50,787

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

0

 

0

 

24,331

 

246

 

0

 

0

 

0

 

24,577

 

377

 

24,954

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss on risk management derivatives

 

0

 

0

 

0

 

0

 

(9,503

)

0

 

0

 

 

 

(97

)

 

 

Reclassification of derivatives to earnings

 

0

 

0

 

0

 

0

 

(1,112

)

0

 

0

 

 

 

(11

)

 

 

Foreign currency translation adjustment

 

0

 

0

 

0

 

0

 

0

 

9

 

0

 

 

 

0

 

 

 

Tax effect on foreign currency translation adjustment

 

0

 

0

 

0

 

0

 

0

 

(20

)

0

 

 

 

0

 

 

 

Other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(10,626

)

 

 

(10,734

)

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13,951

 

269

 

14,220

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

April 30, 2012

 

78,965.5

 

797.6

 

$

111,336

 

$

(58,947

)

$

(5,517

)

$

15

 

$

(491

)

$

46,396

 

$

2,370

 

$

48,766

 

 

See notes to condensed consolidated financial statements.

 

3



Table of Contents

 

FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

 

 

 

For the nine months ended

 

 

 

April 30,

 

 

 

2012

 

2011

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

Net earnings (loss)

 

$

24,954

 

$

(2,477

)

Reconciliation of net earnings (loss) to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization expense

 

62,839

 

60,395

 

Non-cash employee stock ownership plan compensation charge

 

6,719

 

7,967

 

Non-cash stock and unit-based compensation charge

 

4,867

 

13,709

 

Loss on disposal of assets

 

2,052

 

834

 

Loss on extinguishment of debt

 

0

 

27,463

 

Provision for doubtful accounts

 

4,966

 

4,395

 

Deferred tax expense

 

584

 

362

 

Other

 

1,458

 

5,702

 

Changes in operating assets and liabilities, net of effects from business acquisitions:

 

 

 

 

 

Accounts and notes receivable, net

 

(38,572

)

(103,076

)

Inventories

 

4,285

 

47,187

 

Prepaid expenses and other current assets

 

(2,078

)

(1,981

)

Accounts payable

 

165

 

32,596

 

Accrued interest expense

 

5,400

 

2,394

 

Other current liabilities

 

(15,601

)

(11,359

)

Other liabilities

 

(148

)

289

 

Net cash provided by operating activities

 

61,890

 

84,400

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Business acquisitions, net of cash acquired

 

(10,327

)

(5,113

)

Capital expenditures

 

(37,747

)

(36,662

)

Proceeds from sale of assets

 

4,314

 

4,273

 

Net cash used in investing activities

 

(43,760

)

(37,502

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Distributions

 

(116,618

)

(106,668

)

Proceeds from increase in long-term debt

 

42,436

 

552,370

 

Payments on long-term debt

 

(52,391

)

(649,827

)

Net reductions in short-term borrowings

 

(6,636

)

(26,739

)

Net additions to collateralized short-term borrowings

 

73,000

 

37,000

 

Cash paid for financing costs

 

(3,575

)

(9,655

)

Noncontrolling interest activity

 

(759

)

(701

)

Proceeds from exercise of common unit options

 

413

 

468

 

Proceeds from equity offering, net of issuance costs

 

49,941

 

157,212

 

Cash contribution from general partner in connection with common unit issuances

 

506

 

1,591

 

Net cash used in financing activities

 

(13,683

)

(44,949

)

 

 

 

 

 

 

Effect of exchange rate changes on cash

 

(11

)

1

 

 

 

 

 

 

 

Increase in cash and cash equivalents

 

4,436

 

1,950

 

Cash and cash equivalents - beginning of period

 

7,437

 

11,401

 

Cash and cash equivalents - end of period

 

$

11,873

 

$

13,351

 

 

See notes to condensed consolidated financial statements.

 

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FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2012

(Dollars in thousands, except per unit data, unless otherwise designated)

(unaudited)

 

A.       Partnership organization and formation

 

Ferrellgas Partners, L.P. (“Ferrellgas Partners”) 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 are collectively referred to as “Ferrellgas.” Ferrellgas, Inc. (the “general partner”), a wholly-owned subsidiary of Ferrell Companies, Inc. (“Ferrell Companies”), 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. As of April 30, 2012, Ferrell Companies beneficially owned 21.7 million of Ferrellgas Partners’ outstanding common units.

 

The condensed consolidated financial statements of Ferrellgas reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the interim periods presented. All adjustments to the condensed consolidated financial statements were of a normal, recurring nature. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with (i) the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and (ii) the consolidated financial statements and accompanying notes, each as set forth in Ferrellgas’ Annual Report on Form 10-K for fiscal 2011.

 

B.       Summary of significant accounting policies

 

(1)              Nature of operations:  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. Ferrellgas is a single reportable operating segment.

 

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. Therefore, the results of operations for the nine months ended April 30, 2012 and 2011 are not necessarily indicative of the results to be expected for a full fiscal year. The operating partnership serves approximately one million residential, industrial/commercial, portable tank exchange, agricultural, wholesale and other customers in all 50 states, the District of Columbia, and Puerto Rico.

 

(2)              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 condensed 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

 

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reporting units, fair values of derivative contracts and stock and unit-based compensation calculations.

 

(3)              Supplemental cash flow information:  For purposes of the condensed 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:

 

 

 

For the nine months
ended April 30,

 

 

 

2012

 

2011

 

CASH PAID FOR:

 

 

 

 

 

Interest

 

$

61,621

 

$

69,508

 

Income taxes

 

$

100

 

$

34

 

NON-CASH INVESTING ACTIVITIES:

 

 

 

 

 

Issuance of common units in connection with acquisitions

 

$

1,300

 

$

1,625

 

Liabilities incurred in connection with acquisitions

 

$

2,321

 

$

1,684

 

Property, plant and equipment additions

 

$

604

 

$

800

 

 

(4)     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 does not expect the adoption of this guidance in fiscal 2013 to have a significant impact on its financial position, results of operations or cash flows.

 

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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 does not expect the adoption of this guidance in fiscal 2013 to have a significant impact on its financial position, results of operations or cash flows.

 

(5)     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. Based on the guidance in Accounting Standards Codification (“ASC”) 280 — “Segment Reporting” and ASC 350 — “Intangibles — Goodwill and other,” 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 it 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, 2012.

 

C.       Supplemental financial statement information

 

Inventories consist of the following:

 

 

 

April 30,

 

July 31,

 

 

 

2012

 

2011

 

Propane gas and related products

 

$

114,282

 

$

113,826

 

Appliances, parts and supplies

 

17,572

 

22,313

 

Inventories

 

$

131,854

 

$

136,139

 

 

In addition to inventories on hand, Ferrellgas enters into contracts primarily to buy propane for supply procurement purposes. Most of these contracts have terms of less than one year and call for payment based on market prices at the date of delivery. All supply procurement fixed price contracts have terms of fewer than 24 months. As of April 30, 2012, Ferrellgas had committed, for supply procurement purposes, to take delivery of approximately 34.1 million gallons of propane at fixed prices.

 

Other current liabilities consist of the following:

 

 

 

April 30,

 

July 31,

 

 

 

2012

 

2011

 

Accrued interest

 

$

25,179

 

$

19,779

 

Accrued litigation and insurance

 

7,836

 

16,565

 

Customer deposits and advances

 

17,364

 

19,784

 

Other

 

47,492

 

48,685

 

Other current liabilities

 

$

97,871

 

$

104,813

 

 

Shipping and handling expenses are classified in the following condensed consolidated statements of earnings line items:

 

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For the three months
ended April 30,

 

For the nine months
ended April 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

Operating expense

 

$

47,472

 

$

45,596

 

$

139,197

 

$

135,494

 

Depreciation and amortization expense

 

1,636

 

1,535

 

4,920

 

4,505

 

Equipment lease expense

 

3,179

 

3,206

 

9,323

 

9,656

 

 

 

$

52,287

 

$

50,337

 

$

153,440

 

$

149,655

 

 

D.       Accounts and notes receivable, net

 

Accounts and notes receivable, net consist of the following:

 

 

 

April 30,

 

July 31,

 

 

 

2012

 

2011

 

Accounts receivable pledged as collateral

 

$

194,762

 

$

112,509

 

Accounts receivable

 

2,222

 

51,104

 

Other

 

253

 

229

 

Less: Allowance for doubtful accounts

 

(4,221

)

(4,310

)

Accounts and notes receivable, net

 

$

193,016

 

$

159,532

 

 

During January 2012, the operating partnership executed a new accounts receivable securitization facility with Wells Fargo Bank, N.A., Fifth Third Bank and SunTrust Bank. This new accounts receivable securitization facility has up to $225.0 million of capacity, matures on January 19, 2017 and replaces the operating partnership’s previous 364-day facility which was to expire on April 4, 2013. As part of this new facility, the operating partnership, through Ferrellgas Receivables, securitizes a portion of its trade accounts receivable through a commercial paper conduit for proceeds of up to $225.0 million during the months of January, February, March and December, $175.0 million during the months of April and May and $145.0 million for all other months, depending on the availability of undivided interests in its accounts receivable from certain customers. Borrowings on the new accounts receivable securitization facility bear interest at rates ranging from 1.45% to 1.20% lower than the previous facility. At April 30, 2012, $194.8 million of trade accounts receivable were pledged as collateral against $134.0 million of collateralized notes payable due to the commercial paper conduit. These accounts receivable pledged as collateral are bankruptcy remote from the operating partnership. The operating partnership does not provide any guarantee or similar support to the collectability of these accounts receivable pledged as collateral.

 

The operating partnership structured Ferrellgas Receivables in order to facilitate securitization transactions while complying with Ferrellgas’ various debt covenants. If the covenants were compromised, funding from the facility could be restricted or suspended, or its costs could increase. As of April 30, 2012, the operating partnership had received cash proceeds of $134.0 million from trade accounts receivables securitized, with no remaining capacity to receive additional proceeds. As of July 31, 2011, the operating partnership had received cash proceeds of $61.0 million from trade accounts receivables securitized, with the ability to receive proceeds of an additional $3.0 million. Borrowings under the accounts receivable securitization facility had a weighted average interest rate of 2.2% and 3.6% as of April 30, 2012 and July 31, 2011, respectively.

 

E.    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 April 30, 2012 and July 31, 2011, $58.3 million and $64.9 million, respectively, were classified as short-term borrowings. For further discussion see the

 

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secured credit facility section below.

 

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, extending the maturity date to September 2016. 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.

 

As of April 30, 2012, Ferrellgas had total borrowings outstanding under its secured credit facility of $115.3 million, of which $57.0 million was classified as long-term debt. As of July 31, 2011, Ferrellgas had total borrowings outstanding under its secured credit facility of $129.5 million, of which $64.6 million was classified as long-term debt.

 

Borrowings outstanding at April 30, 2012 and July 31, 2011 under the secured credit facility had a weighted average interest rate of 4.6% and 6.5%, respectively.

 

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 April 30, 2012 totaled $61.4 million and were used primarily to secure insurance arrangements and to a lesser extent, product purchases. Letters of credit outstanding at July 31, 2011 totaled $47.5 million and were used primarily to secure insurance arrangements and to a lesser extent, product purchases. At April 30, 2012, Ferrellgas had available letter of credit remaining capacity of $138.6 million. At July 31, 2011, Ferrellgas had available letter of credit remaining capacity of $152.5 million.

 

The carrying amount of short-term financial instruments approximates fair value because of the short maturity of the instruments. The estimated fair value of Ferrellgas’ long-term debt instruments was $1,049.2 million and $1,134.2 million as of April 30, 2012 and July 31, 2011, respectively. The fair values are estimated based on quoted market prices.

 

F. Partners’ capital

 

Common unit issuances

 

During January 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 January 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 the nine months ended April 30, 2012, Ferrellgas issued 0.1 million common units valued at $1.3 million in connection with an acquisition of propane distribution assets.

 

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Partnership distributions paid

 

Ferrellgas Partners has paid the following distributions:

 

 

 

For the three months
ended April 30,

 

For the nine months
ended April 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

Public common unitholders

 

$

26,443

 

$

23,072

 

$

77,727

 

$

68,578

 

Ferrell Companies (1)

 

10,735

 

10,040

 

30,815

 

30,120

 

FCI Trading Corp. (2)

 

98

 

98

 

294

 

294

 

Ferrell Propane, Inc. (3)

 

26

 

27

 

78

 

78

 

James E. Ferrell (4)

 

2,179

 

2,177

 

6,537

 

6,531

 

General partner

 

399

 

358

 

1,167

 

1,067

 

 

 

$

39,880

 

$

35,772

 

$

116,618

 

$

106,668

 

 


(1)   Ferrell Companies is the owner of the general partner and a 27% 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 28%.

(2)   FCI Trading is an affiliate of the general partner and thus a related party.

(3)   Ferrell Propane is controlled by the general partner and thus a related party.

(4)   James E. Ferrell is the Executive Chairman and Chairman of the Board of Directors of the general partner and thus a related party.

 

On May 24, 2012, Ferrellgas Partners declared a cash distribution of $0.50 per common unit for the three months ended April 30, 2012, which is expected to be paid on June 14, 2012.

 

Included in this cash distribution are the following amounts expected to be paid to related parties:

 

Ferrell Companies

 

$

10,735

 

FCI Trading

 

98

 

Ferrell Propane

 

26

 

James E. Ferrell

 

2,179

 

General partner

 

399

 

 

See additional discussions about transactions with related parties in Note H — Transactions with related parties.

 

Other comprehensive income (“OCI”)

 

See Note G — Derivatives — for details regarding changes in fair value on risk management financial derivatives recorded within OCI for the nine months ended April 30, 2012 and 2011.

 

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 the nine months ended April 30, 2012, the general partner made cash contributions of $1.0 million and non-cash contributions of $0.2 million to Ferrellgas to maintain its effective 2% general partner interest.

 

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Table of Contents

 

G. Derivatives

 

Commodity Price Risk Management

 

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 include the use of financial derivative instruments including, but not limited to, price swaps, options, futures and basis swaps 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. 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.

 

See Note K — Subsequent events — for details regarding an interest rate swap agreement designed to manage interest rate risk exposure.

 

Cash Flow Hedging Activity

 

Ferrellgas uses financial derivative instruments for risk management purposes to hedge a portion of its exposure to market fluctuations in propane prices. These financial derivative instruments are designated as cash flow hedging instruments, thus the effective portions of changes in the fair value of the financial derivatives are recorded in OCI prior to settlement and are subsequently recognized in the condensed consolidated statements of earnings in “Cost of product sold — propane and other gas liquids sales” when the forward or forecasted propane sales transaction impacts earnings. The effectiveness of cash flow hedges is evaluated at inception and on an on-going basis. Changes in the fair value of cash flow hedges due to hedge ineffectiveness, if any, are recognized in “Cost of product sold — propane and other gas liquids sales.” During the nine months ended April 30, 2012 and 2011, Ferrellgas did not recognize any gain or loss in earnings related to hedge ineffectiveness and did not exclude any component of the financial derivative contract gain or loss from the assessment of hedge effectiveness related to these cash flow hedges.

 

The fair value of the financial derivative instruments below is included within “Prepaid expenses and other current assets” and “Other current liabilities” on the condensed consolidated balance sheets:

 

 

 

April 30,
2012

 

July 31,
2011

 

Derivatives — Price risk management assets

 

$

0

 

$

7,637

 

Derivatives — Price risk management liabilities

 

$

5,562

 

$

2,476

 

 

Ferrellgas had the following cash flow hedge activity included in OCI in the condensed consolidated statements of partners’ capital:

 

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Table of Contents

 

 

 

For the nine months
ended April 30,

 

 

 

2012

 

2011

 

Fair value gain (loss) adjustment classified as OCI with offset in Price risk management assets and Price risk management liabilities

 

$

(9,600

)

$

24,328

 

Reclassification of net gains originally recorded within OCI to Cost of product sold — propane and other gas liquids

 

$

1,123

 

$

7,905

 

 

Ferrellgas expects to reclassify net losses of approximately $5.6 million to earnings during the next 12 months. These net losses are expected to be offset by margins on propane sales commitments Ferrellgas has with its customers that qualify for the normal purchase normal sales exception.

 

During the nine months ended April 30, 2012 and 2011, Ferrellgas had no reclassifications to earnings resulting from discontinuance of any cash flow hedges arising from the probability of the original forecasted transactions not occurring within the originally specified period of time defined within the hedging relationship.

 

As of April 30, 2012, Ferrellgas had financial derivative contracts covering 1.1 million barrels of propane that were entered into as cash flow hedges of forward and forecasted purchases of propane.

 

During the nine months ended April 30, 2012 and 2011, four counterparties represented 81% and 82%, respectively, of net settled cash flow hedging positions reported in “Cost of product sold — propane and other gas liquids sales.” During the nine months ended April 30, 2012 and 2011, Ferrellgas neither held nor entered into financial derivative contracts that contained credit risk related contingency features.

 

In accordance with GAAP, Ferrellgas determines the fair value of its assets and liabilities subject to fair value measurement by using the highest possible “Level” as defined within the GAAP hierarchy. The three levels defined by the GAAP hierarchy are as follows:

 

·                  Level 1 — Quoted prices available in active markets for identical assets or liabilities.

·                  Level 2 — Pricing inputs not quoted in active markets but either directly or indirectly observable.

·                  Level 3 — Significant inputs to pricing that have little or no transparency with inputs requiring significant management judgment or estimation.

 

Ferrellgas considers over-the-counter derivative instruments entered into directly with third parties as Level 2 valuation since the values of these derivatives are quoted by third party brokers and are on an exchange for similar transactions. The market prices used to value Ferrellgas’ derivatives are based upon industry price publications and independent broker quotes utilizing both current market transactions and indicators.

 

The following tables provide the amounts and their corresponding level of hierarchy for Ferrellgas’ assets and liabilities that are measured at fair value. All financial derivatives assets and liabilities were non-trading positions.

 

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Table of Contents

 

 

 

As of April 30, 2012

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Fair value of derivatives

 

 

 

 

 

 

 

 

 

 

 

Price risk management assets

 

 

$

0

 

 

$

0

 

 

 

 

 

 

 

 

 

 

 

Price risk management liabilities

 

 

$

5,562

 

 

$

5,562

 

 

 

 

As of July 31, 2011

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Fair value of derivatives

 

 

 

 

 

 

 

 

 

 

 

Price risk management assets

 

 

$

7,637

 

 

$

7,637

 

 

 

 

 

 

 

 

 

 

 

Price risk management liabilities

 

 

$

2,476

 

 

$

2,476

 

 

H.    Transactions with related parties

 

General partner

 

Ferrellgas has no employees and is managed and controlled by its general partner. Pursuant to Ferrellgas’ partnership agreements, the general partner is entitled to reimbursement for all direct and indirect expenses incurred or payments it makes on behalf of Ferrellgas and all other necessary or appropriate expenses allocable to Ferrellgas or otherwise reasonably incurred by its general partner in connection with operating Ferrellgas’ business. 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 condensed consolidated statements of earnings as follows:

 

 

 

For the three months
ended April 30,

 

For the nine months
ended April 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

Operating expense

 

$

48,165

 

$

50,342

 

$

151,476

 

$

158,857

 

General and administrative expense

 

$

6,103

 

$

4,172

 

$

18,809

 

$

16,344

 

 

See additional discussions about transactions with the general partner and related parties in Note F — Partners’ capital.

 

I.         Contingencies and commitments

 

Litigation

 

Ferrellgas’ operations are subject to all operating hazards and risks normally incidental to handling, storing, transporting and otherwise providing for use by consumers of combustible liquids such as propane. As a result, at any given time, Ferrellgas is threatened with or named as a defendant in various lawsuits arising in the ordinary course of business. Other than as discussed below, Ferrellgas is not a party to any legal proceedings other than various claims and lawsuits arising in the ordinary course of business. It is not possible to determine the ultimate disposition of these matters; however, management is of the opinion that there are no known claims or contingent claims that are reasonably expected to have a material adverse effect on the consolidated financial condition, results of operations and cash flows of Ferrellgas.

 

Ferrellgas has been named as a defendant in lawsuits filed in multiple federal and state courts that seek to certify nationwide or statewide classes related to its Blue Rhino branded propane tank exchange activities. The plaintiffs in each case generally allege that Ferrellgas failed to inform consumers of the amount of propane contained in propane tanks they purchased and that Ferrellgas violated anti-trust laws by allegedly conspiring with a competitor. The federal cases have been

 

 

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coordinated for multidistrict treatment in the United States District Court for the Western District of Missouri. A settlement agreement has received approval by the Court. Ferrellgas believes these claims will not have a material impact on the consolidated financial condition, results of operations and cash flows of Ferrellgas beyond the $10.0 million paid during March 2012 for these claims.

 

Ferrellgas has also been named as a defendant in a class action lawsuit filed in the United States District Court in Kansas. The complaint alleges that Ferrellgas violates consumer protection laws in the manner Ferrellgas sets prices and fees for its customers. Based on Ferrellgas’ business practices, Ferrellgas believes that the claims are without merit and intends to defend the claims vigorously. The court has stayed discovery on this matter pending Ferrellgas’ motion to compel arbitration, and the case has not been certified for class treatment. Ferrellgas does not believe loss is probable or reasonably estimable at this time related to this class action lawsuit.

 

Operating lease commitments

 

Ferrellgas leases certain property, plant and equipment under non-cancelable and cancelable operating leases. Amounts shown in the table below represent minimum lease payment obligations under Ferrellgas’ third-party operating leases with terms in excess of one year for the periods indicated. These arrangements include the leasing of transportation equipment, property, computer equipment and propane tanks. Ferrellgas accounts for these arrangements as operating leases.

 

The following table summarizes Ferrellgas’ contractual operating lease commitments as of April 30, 2012:

 

 

 

Future minimum rental amounts by fiscal year

 

 

 

2012

 

2013

 

2014

 

2015

 

2016

 

Thereafter

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating lease obligations

 

$

5,647

 

$

22,309

 

$

16,898

 

$

13,706

 

$

11,519

 

$

17,824

 

 

J.      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 condensed 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. Due to the seasonality of the propane business, the dilution effect of the guidance on the two-class method typically impacts only the three months ending January 31. There was neither a dilutive effect resulting from this guidance on basic and diluted net earnings (loss) per common unitholders’ interest for the three months ended April 30, 2012 and 2011, nor for the nine months ended April 30, 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.

 

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For the three months
ended April 30,

 

For the nine months
ended April 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

Common unitholders’ interest in net earnings (loss)

 

$

20,599

 

$

3,141

 

$

24,331

 

$

(2,714

)

 

 

 

 

 

 

 

 

 

 

Weighted average common units outstanding (in thousands)

 

78,960.0

 

73,145.6

 

77,095.8

 

71,102.5

 

 

 

 

 

 

 

 

 

 

 

Dilutive securities

 

42.4

 

112.6

 

73.8

 

0.0

 

 

 

 

 

 

 

 

 

 

 

Weighted average common units outstanding plus dilutive securities

 

79,002.4

 

73,258.2

 

77,169.6

 

71,102.5

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted net earnings (loss) per common unitholders’ interest

 

$

0.26

 

$

0.04

 

$

0.32

 

$

(0.04

)

 

K.    Subsequent events

 

In 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% notes due 2017. Beginning in May 2012, the operating partnership will receive 9.125% and will pay one-month LIBOR plus 7.96% on the $140.0 million swapped. Ferrellgas has accounted for this agreement as a fair value hedge.

 

In 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 $500.0 million 6.50% notes due 2021. Beginning in May 2012, the operating partnership will receive 6.50% and will pay one-month LIBOR plus 4.715% on the $140.0 million swapped. Ferrellgas has accounted for this agreement as a fair value hedge.

 

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. Beginning in August 2015, the operating partnership will pay 1.95% and receive variable payments based on one-month LIBOR for the notional amount swapped. Ferrellgas has accounted for this agreement as a cash flow hedge.

 

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