UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended January 31, 1997
or
[ ] 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: 1-11331
333-06693
Ferrellgas Partners, L.P.
Ferrellgas Partners Finance Corp.
---------------------------------------------------------
(Exact name of registrants as specified in their charters)
Delaware 43-1698480
Delaware 43-1742520
---------------------------- -------------------------------
(States or other jurisdictions of (I.R.S. Employer Identification Nos.)
incorporation or organization)
One Liberty Plaza, Liberty, Missouri 64068
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrants' telephone number, including area code: (816) 792-1600
Indicate by check mark whether the registrant (1) has 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 registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [ X ] No [ ]
At February 15, 1997, the registrants had units or shares outstanding as
follows:
Ferrellgas Partners, L.P. - 14,612,580 Common Units
16,593,721 Subordinated Units
Ferrellgas Partners
Finance Corp. 1,000 Common Stock
<PAGE>
FERRELLGAS PARTNERS, L.P.
FERRELLGAS PARTNERS FINANCE CORP.
Table of Contents
Page
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Ferrellgas Partners, L.P. and Subsidiaries
Consolidated Balance Sheets - January 31, 1997 and July 31, 1996 1
Consolidated Statements of Earnings -
Three and six months ended January 31, 1997 and 1996 2
Consolidated Statement of Partners' Capital -
Six months ended January 31, 1997 3
Consolidated Statements of Cash Flows -
Six months ended January 31, 1997 and 1996 4
Notes to Consolidated Financial Statements 5
Ferrellgas Partners Finance Corp.
Balance Sheets - January 31, 1997 and July 31, 1996 7
Statements of Earnings - Three and six months ended January 31, 1997 7
Statement of Cash Flows - Six months ended January 31, 1997 8
Notes to Financial Statements 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 9
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 12
ITEM 2. CHANGES IN SECURITIES 12
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 12
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 12
ITEM 5. OTHER INFORMATION 12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 12
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except unit data)
<TABLE>
<CAPTION>
January 31, July 31,
ASSETS 1997 1996
- ---------------------------------------------------------- ---------------- -----------------
(unaudited)
Current Assets:
<S> <C> <C>
Cash and cash equivalents $ 31,128 $ 13,770
Accounts and notes receivable 158,497 70,118
Inventories 50,743 41,395
Prepaid expenses and other current assets 13,343 5,685
---------------- -----------------
Total Current Assets 253,711 130,968
Property, plant and equipment, net 397,976 403,732
Intangible assets, net 105,246 107,960
Other assets, net 11,444 11,635
---------------- -----------------
Total Assets $768,377 $654,295
================ =================
LIABILITIES AND PARTNERS' CAPITAL
- ----------------------------------------------------------
Current Liabilities:
Accounts payable $ 96,270 $ 48,400
Other current liabilities 49,982 41,754
Short-term borrowings 55,077 25,520
---------------- -----------------
Total Current Liabilities 201,329 115,674
Long-term debt 455,092 439,112
Other liabilities 12,147 12,402
Contingencies and commitments
Minority interest 2,608 2,498
Partners' Capital:
Common unitholders (14,612,580 units outstanding
in both January 1997 and July 1996) 77,162 71,324
Subordinated unitholders (16,593,721 units outstanding
in both January 1997 and July 1996) 77,931 71,302
General partner (57,892) (58,017)
---------------- -----------------
Total Partners' Capital 97,201 84,609
---------------- -----------------
Total Liabilities and Partners' Capital $768,377 $654,295
================ =================
</TABLE>
See notes to consolidated financial statements
1
<PAGE>
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(in thousands, except unit data)
(unaudited)
<TABLE>
<CAPTION>
For the three months ended For the six months ended
---------------------------- -------------------------------
January 31, January 31, January 31, January 31,
1997 1996 1997 1996
------------ ------------- ------------- -------------
Revenues:
<S> <C> <C> <C> <C>
Gas liquids and related product sales $334,414 $226,676 $491,178 $341,205
Other 12,642 11,705 23,738 21,764
------------- ------------- ------------- --------------
Total revenues 347,056 238,381 514,916 362,969
Cost of product sold (exclusive of
depreciation, shown separately below) 203,765 126,472 304,840 195,581
------------- ------------- ------------- --------------
Gross profit 143,291 111,909 210,076 167,388
Operating expense 60,758 47,750 109,725 88,620
Depreciation and amortization expense 10,753 8,810 21,584 17,136
General and administrative expense 4,001 3,119 7,768 6,554
Vehicle and tank lease expense 1,927 1,117 3,407 2,203
------------- ------------- ------------- --------------
Operating income 65,852 51,113 67,592 52,875
Interest expense (11,482) (9,196) (23,084) (18,208)
Interest income 506 369 885 625
Gain (loss) on disposal of assets 130 (386) (750) (770)
------------- ------------- ------------- --------------
Earnings before minority interest 55,006 41,900 44,643 34,522
Minority interest 594 424 529 349
------------- ------------- ------------- --------------
Net earnings 54,412 41,476 44,114 34,173
General partner's interest in net earnings 544 415 441 342
------------- ------------- ------------- --------------
Limited partners' interest in net earnings $53,868 $41,061 $43,673 $33,831
============= ============= ============= ==============
Net earnings per limited partner unit $ 1.73 $ 1.32 $ 1.40 $ 1.09
============= ============= ============= ==============
Weighted average number of units outstanding 31,206.3 31,134.5 31,206.3 31,085.3
============= ============= ============= ==============
</TABLE>
See notes to consolidated financial statements
2
<PAGE>
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
Number of units
---------------------------- Total
Sub- Sub- General partners'
Common ordinated Common ordinated partner capital
------------- ------------- ------------ ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
July 31, 1996 14,612.6 16,593.7 $71,324 $71,302 ($58,017) $84,609
Quarterly distributions (14,612) (16,594) (316) (31,522)
Net earnings 20,450 23,223 441 44,114
------------- ------------- ------------ ------------- ------------- -------------
January 31, 1997 14,612.6 16,593.7 $77,162 $77,931 $(57,892) $97,201
============= ============= ============ ============= ============= =============
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
For the six months ended
---------------------------------
January 31, January 31,
1997 1996
------------------------------------
Cash Flows From Operating Activities:
<S> <C> <C>
Net earnings $44,114 $34,173
Reconciliation of net earnings to net cash from
operating activities:
Depreciation and amortization 21,584 17,136
Other 3,681 2,475
Changes in operating assets and liabilities net of
effects from business acquisitions:
Accounts and notes receivable (89,558) (77,355)
Inventories (9,187) 6,631
Prepaid expenses and other current assets (7,658) (744)
Accounts payable 47,870 36,986
Other current liabilities 9,364 5,082
Other liabilities (255) 1,041
--------------- ---------------
Net cash provided by operating activities 19,955 25,425
--------------- ---------------
Cash Flows From Investing Activities:
Business acquisitions (9,606) (3,079)
Capital expenditures (7,820) (7,218)
Other 1,776 1,288
--------------- ---------------
Net cash used by investing activities (15,650) (9,009)
--------------- ---------------
Cash Flows From Financing Activities:
Net additions to short-term borrowings 29,557 (1,000)
Additions to long-term debt 15,955 7,752
Reductions of long-term debt (584) (354)
Distributions (31,522) (31,378)
Other (353) 940
--------------- ---------------
Net cash provided (used) by financing activities 13,053 (24,040)
--------------- ---------------
Increase (decrease) in cash and cash equivalents 17,358 (7,624)
Cash and cash equivalents - beginning of period 13,770 29,877
--------------- ---------------
Cash and cash equivalents - end of period $31,128 $22,253
=============== ===============
Cash paid for interest $25,346 $16,996
=============== ===============
</TABLE>
See notes to consolidated financial statements
4
<PAGE>
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 1997
(unaudited)
A. The financial statements reflect all adjustments which are, in the opinion
of management, necessary for a fair statement of the interim periods
presented. All adjustments to the financial statements were of a normal,
recurring nature.
B. The preparation of financial statements in conformity with generally
accepted accounting principles ("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.
C. The propane industry is seasonal in nature with peak activity during the
winter months. Therefore, the results of operations for the periods ended
January 31, 1997 and January 31, 1996 are not necessarily indicative of the
results to be expected for a full year.
<TABLE>
<CAPTION>
D. Inventories consist of:
January 31, July 31,
(in thousands) 1997 1996
---------------- --------------
<S> <C> <C>
Liquefied propane gas and related products $43,069 $33,366
Appliances, parts and supplies 7,674 8,029
---------------- --------------
$50,743 $41,395
================ ==============
</TABLE>
In addition to inventories on hand, the Partnership enters into contracts
to buy product for supply purposes. All such contracts have terms of less
than one year and call for payment based on market prices at date of
delivery.
<TABLE>
<CAPTION>
Property, plant and equipment, net consist of:
January 31, July 31,
(in thousands) 1997 1996
--------------- ---------------
<S> <C> <C>
Property, plant and equipment $601,637 $596,107
Less: accumulated depreciation 203,661 192,375
---------------- --------------
$397,976 $403,732
=============== ===============
</TABLE>
<TABLE>
<CAPTION>
Intangibles, net consist of:
January 31, July 31,
(in thousands) 1997 1996
--------------- ---------------
<S> <C> <C>
Intangibles $207,719 $203,761
Less: accumulated amortization 102,473 95,801
---------------- --------------
$105,246 $107,960
=============== ===============
</TABLE>
E. The Partnership is threatened with or named as a defendant in various
lawsuits which, among other items, claim damages for product liability. 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 likely to have a material adverse effect on the
results of operations or financial condition of the Partnership.
5
<PAGE>
F. On September 14, 1996 and December 14, 1996, the Partnership paid a cash
distributions of $0.50 per unit for each of the quarters ended July 31,
1996 and October 31, 1996, respectively. On February 19, 1997, the
Partnership declared its second quarter cash distribution of $0.50 per
unit, payable March 14, 1997.
G. On April 30, 1996, Ferrellgas, Inc. (the "General Partner") consummated
the purchase of all of the stock of Skelgas Propane, Inc. ("Skelgas"),
a subsidiary of Superior Propane, Inc. of Toronto, Canada. The cash
purchase price, after working capital adjustments, was $86,400,000.
As of May 1, 1996, the General Partner (i) caused Skelgas and each of its
subsidiaries to be merged into the General Partner and (ii) transferred all
of the assets of Skelgas and its subsidiaries to the Ferrellgas, L.P. (the
"Operating Partnership"). In exchange, the Operating Partnership assumed
substantially all of the liabilities, whether known or unknown, associated
with Skelgas and its subsidiaries and their propane business (excluding
income tax liabilities). In consideration of the retention by the General
Partner of certain income tax liabilities, Ferrellgas Partners, L.P. (the
"Partnership") issued 41,203 Common Units to the General Partner. The
liabilities assumed by the Operating Partnership included the loan
agreement under which the General Partner borrowed funds to pay the
purchase price for Skelgas. Immediately following the transfer of assets
and related transactions described above, the Operating Partnership repaid
the loan with cash and borrowings under the Operating Partnership's
existing acquisition bank credit line. The total assets contributed to the
Operating Partnership (at the General Partner's cost basis) have been
preliminarily allocated as follows: (i) working capital of $17,897,000,
(ii) property, plant and equipment of $64,475,000 and (iii) the balance to
intangible assets. The transaction has been accounted for as a purchase
and, accordingly, the results of operations of Skelgas have been included
in the consolidated financial statements from the date of contribution.
The following pro forma financial information assumes that the acquisition
of Skelgas and the issuance of the 9 3/8% $160,000,000 Senior Secured Notes
occurred as of August 1, 1995.
<TABLE>
<CAPTION>
Six months ended
--------------------------------
Pro Forma
January 31, January 31,
(in thousands) 1997 1996
--------------- ---------------
<S> <C> <C>
Total revenues $514,916 $408,026
Net earnings 44,114 35,007
</TABLE>
6
<PAGE>
FERRELLGAS PARTNERS FINANCE CORP.
(a wholly owned subsidiary of Ferrellgas Partners, L.P.)
BALANCE SHEETS
<TABLE>
<CAPTION>
January 31, July 31,
ASSETS 1997 1996
- -------------------------------------------------------------------- ------------------- -------------------
(unaudited)
<S> <C> <C>
Cash $1,000 $1,000
------------------- -------------------
Total Assets $1,000 $1,000
=================== ===================
</TABLE>
<TABLE>
<CAPTION>
STOCKHOLDER'S EQUITY
- --------------------------------------------------------------------
Common stock, $1.00 par value; 2,000 shares
<S> <C> <C>
authorized; 1,000 shares issued and outstanding $1,000 $1,000
Additional paid in capital 138 42
Accumulated deficit (138) (42)
------------------- -------------------
Total Stockholder's Equity $1,000 $1,000
=================== ===================
</TABLE>
STATEMENTS OF EARNINGS
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
January 31, January 31,
1997 1997
------------------- -------------------
<S> <C> <C>
General and administrative expense $ 45 $ 96
------------------- -------------------
Net loss $(45) $(96)
=================== ===================
</TABLE>
See notes to financial statements.
7
<PAGE>
FERRELLGAS PARTNERS FINANCE CORP.
(A wholly owned subsidiary of Ferrellgas Partners, L.P.)
STATEMENT OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Six Months Ended
January 31,
1997
--------------------
Cash Flows From Operating Activities:
Net loss $ (96)
--------------------
<S> <C>
Cash used by operating activities (96)
--------------------
Cash Flows From Financing Activities:
Capital contribution 96
--------------------
Cash provided by financing activities 96
--------------------
Increase (decrease) in cash -
Cash - beginning of period 1,000
--------------------
Cash - end of period $1,000
====================
</TABLE>
See notes to financial statements.
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 1997
(unaudited)
A. Ferrellgas Partners Finance Corp., a Delaware corporation, was formed on
March 28, 1996, and is a wholly-owned subsidiary of
Ferrellgas Partners, L.P.
B. The financial statements reflect all adjustments which are, in the opinion
of management, necessary for a fair statement of the interim periods
presented. All adjustments to the financial statements were of a normal,
recurring nature.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following is a discussion of the results of operations and liquidity
and capital resources of Ferrellgas Partners, L.P. (the "Partnership" or "MLP").
Except for the $160,000,000 of 9 3/8% Senior Secured Notes issued in April 1996
by the MLP (the "MLP Senior Notes") and the related interest expense,
Ferrellgas, L.P. (the "Operating Partnership" or "OLP") accounts for nearly all
of the consolidated assets, liabilities, sales and earnings of the MLP. When the
discussion refers to the consolidated MLP, the term Partnership will be used.
Ferrellgas Partners Finance Corp. has nominal assets and does not conduct
any operations. Accordingly, a discussion of the results of operations and
liquidity and capital resources is not presented.
Results of Operations
The propane industry is seasonal in nature with peak activity during the
winter months. Due to the seasonality of the business, results of operations for
the three and six months ended January 31, 1997 and 1996, are not necessarily
indicative of the results to be expected for a full year. Other factors
affecting the results of operations include competitive conditions, demand for
product, variations in weather and fluctuations in propane prices. As the
Partnership has grown through acquisitions, fixed costs such as personnel costs,
depreciation and interest expense have increased. Over time, these fixed cost
increases have caused losses in the first and fourth quarters and net income in
the second and third quarters to be more pronounced.
Three Months Ended January 31, 1997 vs. January 31, 1996
Total Revenues. Total revenues increased 45.6% to $347,056,000 as compared
to $238,381,000 in the second quarter of fiscal 1996, primarily due to increased
sales price per retail gallon, increased retail propane volumes, and an increase
in revenues from other operations (wholesale marketing, chemical feedstocks and
net trading operations).
A volatile propane market during the quarter caused a significant increase
to the cost of product which in turn caused an increase in sales price per
gallon. Propane spot market prices began to decline late in the quarter ended
January 31, 1997, returning to historical levels. Management does not expect
third quarter revenues to be materially affected by the propane market factors
that occurred during the first half of fiscal 1997. Retail volumes increased
12.9% to 274,417,000 gallons as compared to 243,070,000 gallons for the year ago
quarter, primarily due to acquisitions, and to a lesser extent a strong crop
drying season partially offset by slightly warmer temperatures than the prior
year and customer conservation efforts. Revenues from other operations increased
by $15,725,000 primarily due to increased wholesale marketing volumes and an
increased price per gallon.
Gross Profit. Gross profit increased 28.0% to $143,291,000 as compared
to $111,909,000 in the second quarter of fiscal 1996, primarily as the result of
increased retail propane volumes attributed to acquisitions, and also due to
trading and supply gains and a small increase in retail margins, partially
offset by the impact of slightly warmer weather and customer conservation.
Operating Expenses. Operating expenses increased 27.2% to $60,758,000 as
compared to $47,750,000 in the second quarter of fiscal 1996 primarily due to
acquisition related increases in personnel costs, plant and office expenses,
vehicle and other expenses.
Depreciation and Amortization. Depreciation and amortization expense
increased 22.1% to $10,753,000 as compared to $8,810,000 for the year ago period
primarily due to acquisitions of propane businesses.
9
<PAGE>
Interest expense. Interest expense increased 24.9% to $11,482,000 as
compared to $9,196,000 in the second quarter of fiscal 1996. This increase is
primarily the result of increased borrowings, partially offset by a small
decrease in the overall average interest rate paid by the Partnership on its
borrowings.
Six Months Ended January 31, 1997 vs. January 31, 1996
Total Revenues. Total revenues increased 41.9% to $514,916,000 as compared
to $362,969,000 for the prior period, primarily due to increased sales price per
retail gallon, increased retail propane volumes, and an increase in revenues
from other operations (wholesale marketing, chemical feedstocks and net trading
operations).
A volatile propane market during the first half of fiscal 1997 caused a
significant increase to the cost of product which in turn caused an increase in
sales price per gallon. Retail volumes increased 16.6% to 436,698,000 gallons as
compared to 374,439,000 gallons for the year ago period, primarily due to
acquisitions, and to a lesser extent a strong crop drying season partially
offset by slightly warmer temperatures than the prior year and customer
conservation efforts. Revenues from other operations increased by $22,006,000
primarily due to increased wholesale marketing volumes and an increased price
per gallon.
Gross Profit. Gross profit increased 25.5% to $210,076,000 as compared
to $167,388,000 in the year ago period, primarily as the result of increased
retail propane volumes attributed to acquisitions, and also due to trading and
supply gains and a small increase in retail margins, partially offset by the
impact of slightly warmer weather and customer conservation.
Operating Expenses. Operating expenses increased 23.8% to $109,725,000 as
compared to $88,620,000 in the first half of fiscal 1996 primarily due to
acquisition related increases in personnel costs, plant and office expenses, and
vehicle and other expenses.
Depreciation and Amortization. Depreciation and amortization expense
increased 26.0% to $21,584,000 as compared to $17,136,000 for the year ago
period primarily due to acquisitions of propane businesses.
Interest expense. Interest expense increased 26.8% to $23,084,000 as
compared to $18,208,000 in the first half of fiscal 1996. This increase is
primarily the result of increased borrowings, partially offset by a small
decrease in the overall average interest rate paid by the Partnership on its
borrowings.
Liquidity and Capital Resources
The ability of the MLP to satisfy its obligations is dependent upon future
performance, which will be subject to prevailing economic, financial, business
and weather conditions and other factors, many of which are beyond its control.
For the fiscal year ending July 31, 1997, the General Partner believes that the
OLP will have sufficient funds to meet its obligations and enable it to
distribute to the MLP sufficient funds to permit the MLP to meet its obligations
with respect to the MLP Senior Notes issued in April 1996, and enable it to
distribute the Minimum Quarterly Distribution ($0.50 per Unit) on all Common
Units and Subordinated Units. Future maintenance and working capital needs of
the MLP are expected to be provided by cash generated from future operations,
existing cash balances and the working capital borrowing facility. In order to
fund expansive capital projects and future acquisitions, the OLP may borrow on
existing bank lines or the MLP may issue additional Common Units. Toward this
purpose the MLP maintains a shelf registration statement with the Securities and
Exchange Commission for 1,887,420 Common Units representing limited partner
interests in the MLP. The Common Units may be issued from time to time by the
MLP in connection with the OLP's acquisition of other businesses, properties or
securities in business combination transactions.
10
<PAGE>
Operating Activities. Cash provided by operating activities was $19,955,000
for the six months ended January 31, 1997, compared to $25,425,000 for the prior
period. This decrease is primarily due to the increased receivables and
inventory balances caused by the effect of higher propane prices experienced
during the second quarter of fiscal 1997.
Investing Activities. During the six months ended January 31, 1997, the
Partnership made total acquisition capital expenditures of $8,668,000 (including
working capital acquired of $161,000). This amount was funded by $9,606,000 cash
payments (including $1,530,000 for transition costs previously accrued for
fiscal 1996 acquisitions) and $592,000 in other costs and consideration.
During the six months ended January 31, 1997, the Partnership made growth
and maintenance capital expenditures of $7,820,000 consisting primarily of the
following: 1) additions to Partnership-owned customer tanks and cylinders, 2)
vehicle lease buyouts, 3) relocating and upgrading district plant facilities,
and 4) development and upgrading computer equipment and software. Capital
requirements for repair and maintenance of property, plant and equipment are
relatively low since technological change is limited and the useful lives of
propane tanks and cylinders, the Partnership's principal physical assets, are
generally long. The Partnership maintains its vehicle and transportation
equipment fleet by leasing light and medium duty trucks and tractors. The
General Partner believes vehicle leasing is a cost effective method for meeting
the Partnership's transportation equipment needs. The Partnership continues
seeking to expand its operations through strategic acquisitions of smaller
retail propane operations located throughout the United States. These
acquisitions will be funded through internal cash flow, external borrowings or
the issuance of additional Partnership interests. The Partnership does not have
any material commitments of funds for capital expenditures other than to support
the current level of operations. In fiscal 1997, the Partnership expects growth
and maintenance capital expenditures to increase slightly over fiscal 1996
levels.
Financing Activities. During the six months ended January 31, 1997, the
Partnership borrowed $45,512,000 from its Credit Facility to fund expected
seasonal working capital, business acquisitions, and capital expenditure needs.
At January 31, 1997, $90,000,000 of borrowings were outstanding under the
revolving portion of the Credit Facility. Letters of credit outstanding, used
primarily to secure obligations under certain insurance arrangements, totaled
$27,674,000. At January 31, 1997, the Operating Partnership had $87,326,000
available for general corporate, acquisition and working capital purposes under
the Credit Facility. On February 19, 1997, the Partnership declared a cash
distribution of $0.50 per unit, payable March 14, 1997.
11
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 2. CHANGES IN SECURITIES.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
3.1 Agreement of Limited Partnership of Ferrellgas Partners,
L.P. (Incorporated by reference to the same numbered
Exhibit to the Partnership's Current Report on Form 8-K
filed August 15, 1994.)
3.2 Articles of Incorporation for Ferrellgas Partners Finance
Corp. (Incorporated by reference to the same numbered
Exhibit to the Partnership's Quarterly Report on Form
10-Q filed December 13, 1996.)
27.1 Financial Data Schedule (filed in electronic format only)
(b) Reports on Form 8-K
None.
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrants have duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FERRELLGAS PARTNERS, L.P.
By Ferrellgas, Inc. (General Partner)
Date: March 14, 1997 By /s/ Danley K. Sheldon
----------------------
Danley K. Sheldon
Senior Vice President and
Chief Financial Officer (Principal
Financial and Accounting Officer)
FERRELLGAS PARTNERS FINANCE CORP.
Date: March 14, 1997 By /s/ Danley K. Sheldon
---------------------
Danley K. Sheldon
Senior Vice President and
Chief Financial Officer (Principal
Financial and Accounting Officer)
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM FERRELLGAS
PARTNERS, L.P. SUBSIDIARIES BALANCE SHEET ON January 31, 1997 AND THE
STATEMENT OF EARNINGS ENDED JANUARY 31, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANICAL STATEMENTS
</LEGEND>
<CIK> 0000922358
<NAME> FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
<MULTIPLIER> 1,000
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-31-1997
<PERIOD-START> NOV-01-1996
<PERIOD-END> JAN-31-1997
<EXCHANGE-RATE> 1
<CASH> 31128
<SECURITIES> 0
<RECEIVABLES> 160039
<ALLOWANCES> 1542
<INVENTORY> 50743
<CURRENT-ASSETS> 253711
<PP&E> 601637
<DEPRECIATION> 203661
<TOTAL-ASSETS> 768377
<CURRENT-LIABILITIES> 201329
<BONDS> 455092
<COMMON> 77162
0
0
<OTHER-SE> 20039
<TOTAL-LIABILITY-AND-EQUITY> 768377
<SALES> 334414
<TOTAL-REVENUES> 347056
<CGS> 203765
<TOTAL-COSTS> 277203
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 11482
<INCOME-PRETAX> 54412
<INCOME-TAX> 0
<INCOME-CONTINUING> 54412
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 54412
<EPS-PRIMARY> 1.73
<EPS-DILUTED> 1.73
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM FERRELLGAS
PARTNERS FINANCE CORP. BALANCE SHEET ON JANUARY 31, 1997 AND THE STATEMENT
OF EARNINGS ENDED JANUARY 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANICAL STATEMENTS
</LEGEND>
<CIK> 0001012493
<NAME> FERRELLGAS PARTNERS FINANCE COPR.
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-31-1997
<PERIOD-START> NOV-01-1996
<PERIOD-END> JAN-31-1997
<EXCHANGE-RATE> 1
<CASH> 1000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1000
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 1000
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 1000
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 45
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (45)
<DISCONTINUED> (45)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (45)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
