Business combinations Business combinations
6 Months Ended
Jan. 31, 2016
Business Combination Disclosure [Text Block]
Business combinations

Ferrellgas records the assets acquired and liabilities assumed in a business combination at their acquisition date fair values. An entity is allowed a reasonable period of time (not to exceed one year) to obtain the information necessary to identify and measure the fair values of the assets acquired and liabilities assumed in a business combination. The Bridger acquisition, which occurred during the year ended July 31, 2015 and is described below, is still within this measurement period, and as a result, the acquisition date fair values Ferrellgas recorded for the assets acquired and liabilities assumed are subject to change. Ferrellgas made certain adjustments during the six months ended January 31, 2016 to its estimates of the acquisition date fair values of the Bridger assets acquired and liabilities assumed.

On June 24, 2015, Ferrellgas acquired Bridger and formed a new midstream operations - crude oil logistics segment based near Dallas, Texas. Ferrellgas paid $560.0 million of cash, net of cash acquired and issued $260.0 million of Ferrellgas Partners common units to the seller, along with $2.5 million of other seller costs and consideration for an aggregate value of $822.5 million. The purchase agreement for the Bridger acquisition contemplates post-closing payments for certain working capital items. Ferrellgas is in the process of identifying and determining the fair values of the assets acquired and liabilities assumed in this business combination, and as a result, the estimates of fair value at January 31, 2016 remain subject to change to reflect new information obtained about facts and circumstances that existed as of the acquisition date. Ferrellgas is currently determining the appropriate value of working capital acquired with the former owners of Bridger. Ferrellgas has preliminarily estimated the fair values of the assets acquired and liabilities assumed as follows:

 
 
Estimated At
 
 
 
 
January 31, 2016 (as adjusted)
 
July 31, 2015 (as initially reported)
 
Measurement period adjustments
Working capital
 
$
(6,657
)
 
$
1,783

 
$
(8,440
)
Transportation equipment
 
293,491

 
293,491

 
—

Injection stations and pipelines
 
41,632

 
41,632

 
—

Goodwill
 
187,662

 
193,311

 
(5,649
)
Customer relationships
 
277,100

 
261,811

 
15,289

Non-compete agreements
 
10,000

 
14,800

 
(4,800
)
Trade names & trademarks
 
9,400

 
5,800

 
3,600

Office equipment
 
7,449

 
7,449

 
—

Other
 
2,375

 
2,375

 
—

Aggregate fair value of net assets acquired
 
$
822,452

 
$
822,452

 
$
—



Pro forma results of operations (unaudited):

The following summarized unaudited pro forma consolidated statement of earnings information assumes that the acquisition of Bridger during fiscal 2015 occurred as of August 1, 2014. These unaudited pro forma results are for comparative purposes only and may not be indicative of the results that would have occurred had this acquisition been completed on August 1, 2014 or the results that would be attained in the future.
 
For the three months ended January 31,
 
For the six months ended January 31,
 
2015
 
2015
Revenue
$
751,229

 
$
1,279,841

Net earnings
83,344

 
46,826

Net earnings per common unitholders' interest
$
0.85

 
$
0.56


The unaudited pro forma consolidated data presented above has also been prepared as if the following transactions had been completed on August 1, 2014:

•
the issuance of senior secured notes in June 2015;
•
the sale of common units in June 2015 in a public offering; and
•
the issuance of common units to the seller in June 2015.
Ferrellgas, L.P. [Member]  
Business Combination Disclosure [Text Block]
Business combinations

Ferrellgas, L.P. records the assets acquired and liabilities assumed in a business combination at their acquisition date fair values. An entity is allowed a reasonable period of time (not to exceed one year) to obtain the information necessary to identify and measure the fair values of the assets acquired and liabilities assumed in a business combination. The Bridger acquisition, which occurred during the year ended July 31, 2015 and is described below, is still within this measurement period, and as a result, the acquisition date fair values Ferrellgas, L.P. recorded for the assets acquired and liabilities assumed are subject to change. Ferrellgas, L.P. made certain adjustments during the six months ended January 31, 2016 to its estimates of the acquisition date fair values of the Bridger assets acquired and liabilities assumed.

On June 24, 2015, Ferrellgas Partners acquired Bridger and formed a new midstream operations - crude oil logistics segment based near Dallas, Texas. Ferrellgas paid $560.0 million of cash, net of cash acquired and issued $260.0 million of Ferrellgas Partners common units to the seller, along with $2.5 million of other seller costs and consideration for an aggregate value of $822.5 million. Ferrellgas Partners then contributed the Bridger assets and liabilities to Ferrellgas, L.P. The purchase agreement for the Bridger acquisition contemplates post-closing payments for certain working capital items. Ferrellgas, L.P. is in the process of identifying and determining the fair values of the assets acquired and liabilities assumed in this business combination, and as a result, the estimates of fair value at January 31, 2016 are subject to change. Ferrellgas, L.P. is currently determining the appropriate value of working capital acquired with the former owners of Bridger. Ferrellgas, L.P. has preliminarily estimated the fair values of the assets acquired and liabilities assumed as follows:

 
 
Estimated At
 
 

 
January 31, 2016 (as adjusted)
 
July 31, 2015 (as initially reported)
 
Measurement period adjustments
Working capital
 
$
(6,657
)
 
$
1,783

 
$
(8,440
)
Transportation equipment
 
293,491

 
293,491

 
—

Injection stations and pipelines
 
41,632

 
41,632

 
—

Goodwill
 
187,662

 
193,311

 
(5,649
)
Customer relationships
 
277,100

 
261,811

 
15,289

Non-compete agreements
 
10,000

 
14,800

 
(4,800
)
Trade names & trademarks
 
9,400

 
5,800

 
3,600

Office equipment
 
7,449

 
7,449

 
—

Other
 
2,375

 
2,375

 
—

Aggregate fair value of net assets acquired
 
$
822,452

 
$
822,452

 
$
—



Pro forma results of operations (unaudited):

The following summarized unaudited pro forma consolidated statement of earnings information assumes that the acquisition of Bridger during fiscal 2015 occurred as of August 1, 2014. These unaudited pro forma results are for comparative purposes only and may not be indicative of the results that would have occurred had this acquisition been completed on August 1, 2014 or the results that would be attained in the future.
 
For the three months ended January 31,
 
For the six months ended January 31,
 
2015
 
2015
Revenue
$
751,229

 
$
1,279,841

Net earnings
87,382

 
54,896




The unaudited pro forma consolidated data presented above has also been prepared as if the following transaction had been completed on August 1, 2014:

•
the issuance of senior secured notes in June 2015.