Attached files

file filename
8-K - 8-K - FERRELLGAS PARTNERS L Pa15-13180_58k.htm
EX-99.2 - EX-99.2 - FERRELLGAS PARTNERS L Pa15-13180_5ex99d2.htm
EX-99.3 - EX-99.3 - FERRELLGAS PARTNERS L Pa15-13180_5ex99d3.htm
EX-23.1 - EX-23.1 - FERRELLGAS PARTNERS L Pa15-13180_5ex23d1.htm
EX-99.5 - EX-99.5 - FERRELLGAS PARTNERS L Pa15-13180_5ex99d5.htm
EX-23.2 - EX-23.2 - FERRELLGAS PARTNERS L Pa15-13180_5ex23d2.htm
EX-99.4 - EX-99.4 - FERRELLGAS PARTNERS L Pa15-13180_5ex99d4.htm
EX-99.7 - EX-99.7 - FERRELLGAS PARTNERS L Pa15-13180_5ex99d7.htm
EX-99.1 - EX-99.1 - FERRELLGAS PARTNERS L Pa15-13180_5ex99d1.htm

Exhibit 99.6

 

Unaudited pro forma condensed combined financial data

 

FERRELLGAS PARTNERS, L.P.

PRO FORMA FINANCIAL INFORMATION

(UNAUDITED)

 

The following Unaudited Pro Forma Combined Condensed Financial Statements (“pro forma financial statements”) give effect to the proposed acquisition by Ferrellgas Partners, L.P. (“Ferrellgas” or the “Company”) of Bridger Logistics (“Bridger”) and the related financings among other adjustments.  For purposes of preparing this information, the financings are assumed to be comprised of an equity issuance to the seller of approximately $275 million, assumed net proceeds of a public offering of common units of $150 million, a combined capital contribution from the general partner of $8.7 million, new indebtedness of approximately $400 million and a revolving credit facility borrowing of approximately $32.5 million. The pro forma financial statements of Ferrellgas Partners, L.P. and its consolidated subsidiary Ferrellgas, L.P. (“the operating partnership”) have been prepared for illustrative purposes only. The pro forma information is not necessarily indicative of what the combined company’s consolidated financial position or results of operations actually would have been had the transactions been completed as of the dates indicated. In addition, the unaudited pro forma combined condensed financial information does not purport to project the future financial position or operating results of the combined company. The pro forma adjustments are based on the information available at the time of the preparation of these pro forma financial statements.

 

The allocation of the purchase price used in the unaudited pro forma condensed combined financial information is based on preliminary estimates. The estimates and assumptions are subject to change at the effective time of the Bridger Logistics Acquisition. The final determination of the allocation of the purchase price will be based on the actual tangible assets and liabilities, and intangible assets of Bridger as of the effective time of the Bridger Logistics Acquisition. Accordingly, the final purchase accounting adjustments may be materially different from the preliminary unaudited adjustments presented herein. Transaction-related costs may also differ at the effective time of the Bridger Logistics Acquisitions.

 

The unaudited pro forma condensed combined financial information has been compiled in a manner consistent with the accounting policies adopted by Ferrellgas. Upon completion of the Bridger Logistics Acquisition, or as more information becomes available, Ferrellgas will perform a more detailed review of Bridger’s accounting policies. As a result of that review, differences could be identified between the accounting policies of the two companies that, when conformed, could have a material impact on the consolidated financial statements.

 

The historical financial information of Ferrellgas and Bridger set forth below has been derived from (and should be read in connection with):

 

·                  the condensed consolidated balance sheet of Ferrellgas as of January 31, 2015 (unaudited) included in Ferrellgas’ Form 10-Q for the quarterly period then ended and the audited consolidated statement of earnings for the year ended July 31, 2014 included in Ferrellgas Partners, L.P. Form 10-K for the fiscal year then ended;

 

·                  the condensed consolidated statement of earnings of Ferrellgas for the six months ended January 31, 2015 (unaudited) included in Ferrellgas Form 10-Q for the quarterly period ended January 31, 2015; and

 

·                  the audited balance sheet of Bridger as of December 31, 2014 and the statements of operations for Bridger included in Ferrellgas’ Form 8-K filed on June 1, 2015.

 

Ferrellgas’ acquisition of Bridger (“Bridger acquisition”) will be accounted for in accordance with the acquisition method of accounting and the regulations of the Securities and Exchange Commission. The Unaudited Pro Forma Combined Condensed Statements of Earnings (“pro forma statements of earnings”) for the year ended July 31, 2014 and six months ended January 31, 2015 give effect to the Bridger acquisition as if it were completed on August 1, 2013. The Unaudited Pro Forma Combined Condensed Balance Sheets (“pro forma balance sheets”) as of January

 



 

31, 2015 give effect to the Bridger acquisition as if it were completed on that date. These unaudited pro forma financial statements should be read in conjunction with the accompanying notes.

 

Ferrellgas’ fiscal year ends on July 31 whereas Bridger’s fiscal year ends on December 31. Due to this difference in fiscal year end dates, unaudited pro forma combined condensed statement of earnings for the year-ended July 31, 2014 will include Ferrellgas’ year ended July 31, 2014 and Bridger’s twelve months ended June 30, 2014.  To calculate the Bridger twelve months ended June 30, 2014, the results of Bridger for the six months ended December 31, 2013 were determined using the results of the twelve months ended December 31, 2013 less the results of the six months ended June 30, 2013 and adding the results for the six months ended June 30, 2014 for inclusion in the pro forma statement of earnings for the fiscal year ended July 31, 2014.  The unaudited pro forma combined condensed statement of earnings for the six months ended January 31, 2015 will include Ferrellgas’ six months ended January 31, 2015 and Bridger’s six months ended December 31, 2014.  To calculate the Bridger six months ended December 31, 2014, the results of Bridger for the six months ended December 31, 2014 were determined using the results from the twelve months ended December 31, 2014 less the results from the six months ended June 30, 2014 to be included in the unaudited pro forma combined condensed statement of earnings for the six months ended January 31, 2015.

 

The historical consolidated financial information has been adjusted in the unaudited pro forma combined condensed financial statements to give effect to pro forma events that are:

 

·                  directly attributable to the Bridger acquisition;

 

·                  factually supportable; and

 

·                  with respect to the unaudited pro forma combined condensed statements of earnings, expected to have a continuing impact on the combined results of Ferrellgas and Bridger.

 

The unaudited pro forma combined condensed financial statements do not reflect any cost savings (or associated costs to achieve such savings) from operating efficiencies or restructuring that could result from the Bridger acquisition.

 

Assumptions and estimates underlying the unaudited pro forma combined condensed adjustments are described in the accompanying notes, which should be read in connection with the unaudited pro forma financial combined condensed statements. Since the unaudited pro forma combined condensed financial statements have been prepared in advance of the close of the Bridger Acquisition, the final amounts recorded upon closing may differ materially from the information presented. These estimates are subject to change pending further review of the assets acquired and liabilities assumed and additional information available at the time of closing.

 

Ferrellgas’ management believes that its assumptions provide a reasonable basis for presenting all of the significant effects of the Bridger acquisition and that the unaudited pro forma combined condensed adjustments give appropriate effect to those assumptions that are applied in the pro forma financial statements. Certain amounts in Bridger’s historical balance sheets and statements of income have been reclassified to conform to Ferrellgas’ presentation in these unaudited pro forma combined condensed financial statements.

 



 

FERRELLGAS PARTNERS, L.P. and BRIDGER

UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET

As of January 31, 2015

(in thousands, except unit data)

 

 

 

Ferrellgas 
Partners, 
L.P.

 

Bridger
Logistics 
L.L.C. (1)

 

Pro Forma
Adjustments
Relating
to Bridger
Acquisition

 

Note 4

 

Pro Forma
Adjustments
Relating
to Financing
and Equity
Offering

 

Note 4

 

Pro Forma
Combined

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

12,356

 

$

7,957

 

$

(582,457

)

(G)

 

$

583,174

 

(I)

 

$

21,030

 

Accounts and notes receivable, net

 

273,645

 

51,287

 

 

 

 

 

 

 

 

 

324,932

 

Inventories

 

132,273

 

 

 

 

 

 

 

 

 

 

132,273

 

Prepaid expenses and other current assets

 

66,615

 

20,528

 

 

 

 

 

 

 

 

 

87,143

 

Current assets

 

484,889

 

79,772

 

(582,457

)

 

 

583,174

 

 

 

565,378

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment

 

611,008

 

318,995

 

 

 

(M)

 

 

 

 

 

930,003

 

Goodwill

 

285,617

 

0

 

257,867

 

(F)

 

 

 

 

 

543,484

 

Intangible assets

 

308,132

 

6,488

 

251,142

 

(N)

 

 

 

 

 

565,762

 

Other assets, net

 

57,391

 

1,928

 

 

 

 

 

8,000

 

(K)

 

67,319

 

Total assets

 

$

1,747,037

 

$

407,183

 

$

(73,448

)

 

 

$

591,174

 

 

 

$

2,671,946

 

LIABILITIES AND PARTNERS’ CAPITAL

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

101,191

 

$

52,515

 

 

 

 

 

 

 

 

 

$

153,706

 

Other current liabilities

 

143,964

 

14,202

 

 

 

 

 

 

 

 

 

158,166

 

Current portion of long-term debt

 

3,663

 

65,920

 

(65,920

)

(L)

 

 

 

 

 

3,663

 

Collateralized note payable

 

175,000

 

0

 

 

 

 

 

 

 

 

 

175,000

 

Short-term borrowings

 

67,431

 

0

 

 

 

 

 

 

 

 

 

67,431

 

Current liabilities

 

491,249

 

132,637

 

(65,920

)

 

 

 

 

 

557,966

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

1,343,463

 

217,810

 

(217,810

)

(L)

 

432,500

 

(K)

 

1,775,963

 

Other liabilities

 

40,360

 

4,018

 

 

 

 

 

 

 

44,378

 

Contingencies and commitments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Members’ equity

 

 

52,718

 

(52,718

)

(J)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Partners’ capital:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common unitholders

 

(22,412

)

 

263,240

 

(G)

 

150,000

 

(H)

 

380,828

 

General partner unitholder

 

(60,295

)

 

(119

)

(G)

 

4,293

 

(H)

 

(56,121

)

Accumulated other comprehensive loss

 

(45,883

)

 

 

 

 

 

 

 

 

(45,883

)

Total Ferrellgas Partners L.P. partners’ capital

 

(128,590

)

 

263,121

 

 

 

154,293

 

 

 

288,824

 

Noncontrolling interest

 

555

 

 

 

(121

)

 

 

4,381

 

(H)

 

4,815

 

Total partners’ capital

 

(128,035

)

 

263,000

 

(G)

 

158,674

 

(H)

 

293,639

 

Total liabilities and partners’ capital

 

$

1,747,037

 

$

407,183

 

$

(73,448

)

 

 

$

591,174

 

 

 

$

2,671,946

 

 


(1) Bridger Logistics, LLC amounts are as of December 31, 2014.

 

See Accompanying Notes to Unaudited Pro Forma Combined Financial Statements.

 



 

FERRELLGAS PARTNERS, L.P. AND BRIDGER

UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF EARNINGS

FOR THE SIX MONTHS ENDED JANUARY 31, 2015

(in thousands, except unit data)

 

 

 

Ferrellgas
Partners, L.P.

 

Bridger 
Logistics

L.L.C. (1)

 

Acquisition
Pro Forma
Adjustments

 

Note 4

 

Financing
Pro Forma
Adjustments

 

Note 4

 

Pro Forma
Combined

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Propane and other gas liquids sales

 

$

955,228

 

 

 

 

 

 

 

 

 

 

 

$

955,228

 

Other

 

154,100

 

170,512

 

 

 

 

 

 

 

 

 

324,612

 

Total revenues

 

1,109,328

 

170,512

 

 

 

 

 

 

 

1,279,840

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of product sold - propane and other gas liquids sales

 

595,506

 

 

 

 

 

 

 

 

 

 

 

595,506

 

Cost of product sold - other

 

94,150

 

110,044

 

 

 

 

 

 

 

 

 

204,194

 

Operating expense

 

213,642

 

16,180

 

 

 

 

 

 

 

 

 

229,822

 

Depreciation and amortization expense

 

47,252

 

11,665

 

17,503

 

(C)

 

 

 

 

 

76,420

 

General and administrative expense

 

34,267

 

5,965

 

 

 

 

 

 

 

 

 

40,232

 

Equipment lease expense

 

11,327

 

 

 

 

 

 

 

 

 

 

 

11,327

 

Non-cash employee stock ownership plan compensation charge

 

8,162

 

 

 

 

 

 

 

 

 

 

 

8,162

 

Loss on disposal of assets

 

2,375

 

 

 

 

 

 

 

 

 

 

 

2,375

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

102,647

 

26,658

 

(17,503

)

 

 

 

 

 

111,802

 

Interest expense

 

(48,287

)

(5,593

)

5,593

 

(B)

 

(14,069

)

(A)

 

(62,356

)

Other income (expense), net

 

(627

)

(86

)

 

 

 

 

 

 

 

 

(713

)

Earnings before income taxes

 

53,733

 

20,979

 

(11,910

)

 

 

(14,069

)

 

 

48,733

 

Income tax expense (benefit)

 

531

 

(162

)

 

 

 

 

 

 

 

 

369

 

Net earnings

 

$

53,202

 

$

21,141

 

$

(11,910

)

 

 

$

(14,069

)

 

 

$

48,364

 

Net earnings attributable to noncontrolling interest

 

619

 

 

 

93

 

(D)

 

(142

)

(D)

 

570

 

Net earnings attributable to Ferrellgas Partners, L.P.

 

52,583

 

21,141

 

(12,003

)

 

 

(13,927

)

 

 

47,794

 

Less: General partner’s interest in net earnings

 

526

 

 

 

91

 

(D)

 

(141

)

(D)

 

477

 

Common unitholders’ interest in net earnings

 

$

52,057

 

$

21,141

 

$

(12,095

)

 

 

$

(13,786

)

 

 

$

47,317

 

Basic and diluted net earnings per common unitholders’ interest

 

$

0.63

 

 

 

 

 

 

 

 

 

(E)

 

$

0.47

 

 


(1) Bridger Logistics, LLC amounts are for the six month period ended December 31, 2014.

 

See Accompanying Notes to Unaudited Pro Forma Combined Financial Statements.

 



 

FERRELLGAS PARTNERS, L.P. AND BRIDGER

UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF EARNINGS

FOR THE TWELVE MONTHS ENDED JULY 31, 2014

(in thousands, except unit data)

 

 

 

Ferrellgas
Partners, L.P.

 

Bridger 
Logistics

L.L.C. (1)

 

Acquisition
Pro Forma
Adjustments

 

Note 4

 

Financing
Pro Forma
Adjustments

 

Note 4

 

Pro Forma
Combined

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Propane and other gas liquids sales

 

$

2,147,343

 

$

 

 

 

 

 

 

 

 

 

$

2,147,343

 

Other

 

258,517

 

177,820

 

 

 

 

 

 

 

 

 

436,337

 

Total revenues

 

2,405,860

 

177,820

 

 

 

 

 

 

 

2,583,680

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of product sold - propane and other gas liquids sales

 

1,456,388

 

 

 

 

 

 

 

 

 

 

 

1,456,388

 

Cost of product sold - other

 

158,152

 

116,501

 

 

 

 

 

 

 

 

 

274,653

 

Operating expense

 

451,528

 

14,808

 

 

 

 

 

 

 

 

 

466,336

 

Depreciation and amortization expense

 

84,202

 

13,791

 

35,005

 

(Q)

 

 

 

 

 

132,998

 

General and administrative expense

 

65,156

 

7,005

 

 

 

 

 

 

 

 

 

72,161

 

Equipment lease expense

 

17,745

 

 

 

 

 

 

 

 

 

 

 

17,745

 

Non-cash employee stock ownership plan compensation charge

 

21,789

 

 

 

 

 

 

 

 

 

 

 

21,789

 

Loss on disposal of assets

 

6,486

 

 

 

 

 

 

 

 

 

 

 

6,486

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

144,414

 

25,715

 

(35,005

)

 

 

 

 

 

135,124

 

Interest expense

 

(86,502

)

(5,180

)

5,180

 

(P)

 

(28,138

)

(O)

 

(114,640

)

Loss on extinguishment of debt

 

(21,202

)

 

 

 

 

 

 

 

 

 

(21,202

)

Other income (expense), (net)

 

(479

)

47

 

 

 

 

 

 

 

 

 

(432

)

Earnings before income taxes

 

36,231

 

20,582

 

(29,825

)

 

 

(28,138

)

 

 

(1,150

)

Income tax expense (benefit)

 

2,516

 

530

 

 

 

 

 

 

 

 

 

3,046

 

Net earnings

 

$

33,715

 

$

20,052

 

$

(29,825

)

 

 

$

(28,138

)

 

 

$

(4,196

)

Net earnings attributable to noncontrolling interest

 

504

 

 

 

(99

)

(R)

 

(284

)

(R)

 

121

 

Net earnings attributable to Ferrellgas Partners, L.P.

 

33,211

 

20,052

 

(29,726

)

 

 

(27,854

)

 

 

(4,317

)

Less: General partner’s interest in net earnings

 

332

 

 

 

(297

)

(R)

 

(279

)

(R)

 

(244

)

Common unitholders’ interest in net earnings

 

$

32,879

 

$

20,052

 

$

(29,429

)

 

 

$

(27,575

)

 

 

$

(4,073

)

Basic and diluted net earnings per common unitholders’ interest

 

$

0.41

 

 

 

 

 

 

 

 

 

 

 

$

(0.04

)(S)

 


(1) Bridger Logistics, LLC amounts are for the fiscal year ended June 30, 2014.

 

See Accompanying Notes to Unaudited Pro Forma Combined Financial Statements.

 



 

NOTES TO THE UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS

 

1.  Basis of Pro Forma Presentation

 

The unaudited pro forma combined condensed financial information was prepared using the purchase method of accounting and was based on the historical consolidated financial statements of Ferrellgas Partners, L.P. and Bridger Logistics (“Bridger”) after giving effect to Ferrellgas partners contemplated Acquisition of Bridger and related financing arrangements. All pro forma statements use Ferrellgas’ period end date.

 

The allocation of the purchase price used in the unaudited pro forma condensed combined financial statements is based on preliminary estimates of the fair value of assets acquired and liabilities assumed. Ferrellgas expects the purchase price allocation to be completed upon the finalization of the related valuations. The final valuations may be materially different from the preliminary valuations. The pro forma adjustments included herein may be revised as additional information becomes available and as additional analyses are performed. The final allocation of the purchase price will be determined after the Acquisition is completed and after completion of a final analysis to determine the fair values of the tangible assets, identifiable intangible assets, and liabilities as of the date the Acquisition is complete. Accordingly, the final purchase accounting adjustments may be materially different from the pro forma adjustments presented in the unaudited pro forma condensed combined financial statements. Increases or decreases in the fair value of the net assets may change the amount of the purchase price allocated to goodwill and other assets and liabilities. This may impact the unaudited pro forma condensed combined statements of operations due to an increase or decrease in the amount of amortization or depreciation of the adjusted assets.

 

The acquisition method of accounting is based on Accounting Standards Codification, ASC, Topic 805, “Business Combinations,” and uses the fair value concepts defined in ASC Subtopic 820-10, “Fair Value Measurement.” ASC Topic 805 requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the Acquisition date.

 

ASC Subtopic 820-10 defines the term “fair value” and sets forth the valuation requirements for any asset or liability measured at fair value, expands related disclosure requirements and specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop the fair value measures. Fair value is defined in ASC Subtopic 820-10 as ‘‘the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” This is an exit price concept for the valuation of the asset or liability. In addition, market participants are assumed to be buyers and sellers in the principal (or the most advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. As a result of these standards, Ferrellgas may be required to record assets that are not intended to be used or sold and/or to value assets at fair value measures that do not reflect Ferrellgas’ intended use of those assets. Many of these fair value measurements can be highly subjective and it is also possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts.

 

Under the acquisition method of accounting, the assets acquired and liabilities assumed will be recorded as of the completion of the Acquisition, at their respective fair values and consolidated with those of Ferrellgas. Financial statements and reported results of operations of Ferrellgas issued after completion of the Acquisition will reflect these values. Periods prior to completion of the Acquisition will not be retroactively restated to reflect the historical financial position or results of operations of Bridger.

 

Under ASC Subtopic 805-10, transaction costs (e.g., advisory, legal, valuation, other professional fees) and certain restructuring charges impacting the target company are not included as a component of consideration transferred but are accounted for as expenses in the periods in which the costs are incurred. Total transaction costs expected to be incurred by Ferrellgas are estimated to be $20 million.

 



 

2.   Description of the Transaction

 

On May 29, 2015, Ferrellgas entered into a purchase and sale agreement with the sole member (“seller”) of Bridger pursuant to which it will acquire all of the outstanding membership interests in Bridger and its subsidiaries upon the terms and subject to the conditions set forth in the purchase and sale agreement.  After the closing of the Bridger Logistics Acquisition, Bridger Logistics will be the operating partnership’s wholly owned subsidiary.  The consideration for the Bridger Logistics Acquisition is comprised of $562.5 million in cash, subject to certain post-closing adjustments for working capital, indebtedness, and transaction expenses, and 11.2 million common units of Ferrellgas Partners.  As detailed in the purchase and sale agreement, the purchase price will be adjusted based upon Bridger’s net assets on the date immediately prior to the closing date. This purchase price adjustment is to be determined and agreed to after closing, subject to a review period. Accordingly, no purchase price adjustment has been reflected in these pro forma financial statements.

 

The purchase and sale agreement contains customary representations and warranties, covenants and agreements.  The purchase and sale agreement also contains customary termination rights for both parties.  The Bridger Logistics Acquisition is expected to close in July 2015, subject to satisfaction or waiver of customary closing conditions, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.  The Company’s obligation to close the Bridger Logistics Acquisition is not subject to any condition related to the availability of financing.

 

3.    Financing of the Transaction

 

These unaudited pro forma combined condensed financial statements reflect Ferrellgas’ acquisition of Bridger through a combination of the cash proceeds from the issuance of approximately $400 million of senior notes, net cash proceeds of approximately $150 million from the issuance of common units of Ferrellgas Partners, L.P. (“equity offering”), the issuance of 11.2 million common units of Ferrellgas Partners directly to the seller, a combined capital contribution from the general partner of $8.7 million, in addition to approximately $32.5 million in borrowings from our secured credit facility.  All associated fees related to the acquisition of Bridger and the issuance of long term debt and equity have been reflected in the pro forma financial statements.

 

4.    Adjustments to Unaudited Pro Forma Combined Condensed Financial Statements

 

The historical consolidated financial information has been adjusted in the pro forma financial statements to give effect to pro forma events that are:

 

·                                          directly attributable to the Bridger acquisition (inclusive of the issuance of $275.0 million of Ferrellgas Partners, L.P. common units directly to the seller);

·                                          factually supportable; and

·                                          with respect to the statements of income, expected to have a continuing impact on the combined results of Ferrellgas and Bridger.

 

The pro forma financial statements do not reflect any cost savings (or associated costs to achieve such savings) from operating efficiencies or restructuring that could result from the Bridger acquisition. Further, the pro forma financial statements do not reflect the effect of any regulatory actions that may impact the pro forma financial statements when the Bridger acquisition is completed.

 

The pro forma adjustments included in the unaudited pro forma combined condensed financial statements are as follows:

 

Unaudited Pro Forma Combined Condensed Statement of Earnings for the Six Months Ended January 31, 2015

 

(A)                         Reflects an increase in interest expense related to the issuance of $400.0 million of debt financing, inclusive of all fees and an increase in interest expense related to the additional borrowing of $32.5 million from our secured credit facility at an estimated interest rate of 3.5% and the amortization of debt issuance costs. A 1/8% change in the interest rate would result in an increase or decrease in interest expense of $0.3 million for the six-month period.

 

(B)                         Reflects the elimination of Bridger interest expense related to the removal of Bridger debt, which Ferrellgas will not assume.

 



 

(C)                         Reflects the elimination of Bridger amortization expense related to the removal of Bridger intangible assets, replaced with the amortization expense related to acquired intangible assets.

 

Elimination of Bridger amortization expense for intangible assets

 

$

(314

)

Amortization expense related to acquired intangible assets

 

17,817

 

Net change to amortization expense

 

$

17,503

 

 

(D)                        Reflects the impact of the pro forma adjustments on the noncontrolling interest at a rate of 1.0101% and on the general partner interest at a rate of 1.0%.

 

(E)                          Reflects the earnings per unit subsequent to the pro forma adjustments and the issuance of 17.5 million common units and the general partner’s proportionate interest in respect of its capital contribution.

 

Pro forma common unitholders’ interest in net earnings

 

$

47,317

 

Weighted average common units post transaction

 

99,973.3

 

Pro forma basic and diluted net earnings per common unitholders’ interest

 

$

0.47

 

 

Unaudited Pro Forma Combined Condensed Balance Sheet as of January 31, 2015

 

(F)                           Reflects the estimated purchase price in excess of fair value.

 

Purchase price

 

$

837,500

 

Lees: step-up in basis for Intangible Assets acquired (see note (N))

 

(251,142

)

Less: book value of Bridger net assets

 

(52,718

)

Excess consideration transferred over net book value of assets acquired

 

$

533,640

 

Adjustments related to:

 

 

 

Pro forma adjustment for cash retained by sellers (see note (G))

 

7,957

 

Pro forma adjustment to current portion of long-term debt retained by sellers

 

(65,920

)

Pro forma adjustment to long-term debt retained by sellers

 

(217,810

)

Adjustments to Pro forma goodwill

 

$

257,867

 

 

(G)                         Reflects the net change to cash if the acquisition had occurred on January 31, 2015.

 

Purchase price

 

$

(837,500

)

Less common units issued directly to sellers

 

275,000

 

Acquisition transaction expenses

 

(12,000

)

Cash retained by sellers

 

(7,957

)

Net cash used

 

$

(582,457

)

 

(H)                        Reflects the issuance of common units and the related combined general partner match of approximately $158.7 million based on the May 29, 2015 closing price of $24.71 per unit and general partner matching contribution.  A $1.00 per common unit increase (decrease) in the assumed offering price of $24.71 per common unit would increase (decrease) the net proceeds to the Company by $6.5 million.  The proceeds will be utilized to pay for the Bridger acquisition.

 

Assumed equity proceeds - public offering (net of assumed offering expenses)

 

$

150,000

 

Assumed equity proceeds - general partner matching contribution

 

4,293

 

Assumed equity proceeds - noncontrolling interest matching contribution

 

4,381

 

Total equity issued

 

$

158,674

 

 

(I)                             Reflects the use of proceeds from the debt and equity financing. Total estimated $14.0 million fees expected.

 

Assumed equity proceeds - public offering (see note (H))

 

$

150,000

 

Assumed equity proceeds - general partner matching contribution

 

4,293

 

Assumed equity proceeds - noncontrolling interest matching contribution

 

4,381

 

Assumed debt proceeds (net of assumed offering expenses) - (see note (K))

 

424,500

 

Net cash used

 

$

583,174

 

 



 

(J)                             Reflects the elimination of Bridger stockholder’s equity accounts of $52.7 million.

 

(K)                        Reflects the assumed issuance of debt financing of $400.0 million of senior notes and $32.5 million from the secured credit facility.  Capitalized debt issuance costs are included in Other Assets.  A $1.00 common unit increase (decrease) in the assumed offering price of $24.71 per common unit would increase (decrease) the net proceeds to the Company by $6.5 million, which, in the case of an decrease, would be funded with cash on hand or borrowings under the secured credit facility and, in the case of an increase, would reduce the amount borrowed under the secured credit facility.

 

(L)                          Reflects the removal of Bridger debt, which Ferrellgas did not assume.

 

(M)                      Considering the age, condition and nature of the fixed assets, we have preliminarily determined that the fair value approximates the net book value and, therefore, we have included no change in basis for fixed assets.

 

(N)                         Reflects pro forma adjustment to record intangible assets at estimated fair value as follows:

 

Allocation of purchase price to customer relationships

 

$

247,428

 

and noncompete agreements

 

 

 

Allocation of purchase price to non-amortizable trademarks and tradenames

 

10,202

 

Eliminate historical cost of Bridger intangible assets relationships

 

(6,488

)

 

 

$

251,142

 

 

Customer relationships are expected to be amortized on a straight line basis over a period of 7 years and noncompete agreements are to be amortized on a straight line basis over a period of 5 years.

 

Unaudited Pro Forma Combined Condensed Statement of Earnings for the Fiscal Year Ended July 31, 2014

 

(O)                         Reflects an increase in interest expense related to the issuance of $400.0 million of debt financing, inclusive of all fees based on the terms of the commitment letter and an increase in interest expense related to the additional borrowing of $32.5 million from our secured credit facility at an estimated interest rate of 3.5% and the amortization of debt issuance costs. A 1/8% change in the interest rate would result in an increase or decrease in interest expense of $0.5 million for the twelve-month period.

 

(P)                          Reflects the elimination of Bridger interest expense related to the removal of Bridger debt, which Ferrellgas will not assume.

 

(Q)                         Reflects the elimination of Bridger amortization expense related to the removal of Bridger intangible assets, which will be replaced with acquired intangible assets.

 

Elimination of Bridger amortization expense for intangible assets

 

$

(628

)

Amortization expense related to acquired intangible assets

 

35,633

 

Net change to amortization expense

 

$

35,005

 

 

(R)                         Reflects the impact of the pro forma adjustments on the noncontrolling interest at a rate of 1.0101% and on the general partner interest at a rate of 1.0%.

 

(S)                           Reflects the earnings per unit subsequent to the pro forma adjustments and the issuance of 17.5 million common units.

 

Pro forma common unitholders’ interest in net earnings

 

$

(4,073

)

Weighted average common units post transaction

 

97,176.1

 

Pro forma basic and diluted net earnings per common unitholders’ interest

 

$

(0.04

)