UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A Amendment No. 1
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the fiscal year ended July 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
- ---------------------------- ------------------------------
(State 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)
Registrant's telephone number, including area code: (816) 792-1600
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Common Units New York Stock Exchange
Securities registered pursuant to section 12(g) of the Act: None
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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]
The aggregate market value as of September 16, 1997, of the registrant's Common
Units held by nonaffiliates of the registrant, based on the reported closing
price of such units on the New York Stock Exchange on such date, was
approximately $307,849,089.
At September 16,1997,Ferrellgas Partners, L.P. had units outstanding as follows:
14,612,580 Common Units
16,593,721 Subordinated Units
Documents Incorporated by Reference: None
<PAGE>
FERRELLGAS PARTNERS, L.P.
FERRELLGAS PARTNERS FINANCE CORP.
1997 FORM 10-K/A Amendment No. 1
ANNUAL REPORT
Table of Contents
Page
PART II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS................1
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the historical
consolidated financial statements and the notes thereto included elsewhere in
this Form 10-K/A.
Statements included in this report that are not historical facts, including a
statement concerning the Partnership's belief that the OLP will have sufficient
funds to meet its obligations to 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 to enable it to distribute the Minimum Quarterly
Distribution ($0.50 per Unit) on all Common Units and Subordinated Units, are
forward-looking statements.
Such statements are subject to risks and uncertainties that could cause
actual results to differ materially from those expressed in or implied by the
statements. The risks and uncertainties include but are not limited to the
following and their effect on the Partnership's operations: a) the effect of
weather conditions on demand for propane, b) price and availability of propane
supplies, c) the availability of capacity to transport propane to market areas,
d) competition from other energy sources and within the propane industry, e)
operating risks incidental to transporting, storing, and distributing propane,
f) changes in interest rates g) governmental legislation and regulations, h)
energy efficiency and technology trends and i) other factors that are discussed
in the Partnership's filings with the Securities and Exchange Commission.
General
The Partnership is engaged in the sale, distribution, marketing and trading
of propane and other natural gas liquids. The Partnership's revenue is derived
primarily from the retail propane marketing business. The General Partner
believes the Partnership is the second largest retail marketer of propane in the
United States, based on gallons sold, serving more than 800,000 residential,
industrial/commercial and agricultural customers in 45 states and the District
of Columbia through approximately 513 retail outlets and 295 satellite
locations. Annual retail propane sales volumes were 694 million, 650 million,
and 576 million gallons for the fiscal years ended July 31, 1997, 1996, and
1995, respectively.
The retail propane business of the Partnership consists principally of
transporting propane purchased in the contract and spot markets, primarily from
major oil companies, to its retail distribution outlets and then to tanks
located on the customers' premises, as well as to portable propane cylinders. In
the residential and commercial markets, propane is primarily used for space
heating, water heating and cooking. In the agricultural market, propane is
primarily used for crop drying, space heating, irrigation and weed control. In
addition, propane is used for certain industrial applications, including use as
an engine fuel, which is burned in internal combustion engines that power
vehicles and forklifts and as a heating or energy source in manufacturing and
drying processes.
The Partnership is also engaged in the trading of propane and other natural
gas liquids, chemical feedstocks marketing and wholesale propane marketing.
Through its natural gas liquids trading operations and wholesale marketing, the
Partnership is one of the largest independent traders of propane and natural gas
liquids in the United States. In fiscal year 1997, the Partnership's wholesale
and trading sales volume was approximately 1.2 billion gallons of propane and
other natural gas liquids, over 50% of which was propane.
The Partnership's traders are engaged in trading propane and other natural
gas liquids for the Partnership's account and for supplying the Partnership's
retail and wholesale propane operations. The Partnership primarily trades
products purchased from its over 110 suppliers, however, it also conducts
transactions on the New York Mercantile Exchange. Trading activity is conducted
1
<PAGE>
primarily to generate a profit independent of the retail and wholesale
operations, but is also conducted to insure the availability of propane during
periods of short supply. Propane represents over 50% of the Partnership's total
trading volume, with the remainder consisting principally of various other
natural gas liquids. The Partnership attempts to minimize trading risk through
the enforcement of its trading policies, which include total inventory limits
and loss limits, and attempts to minimize credit risk through credit checks and
application of its credit policies. However, there can be no assurance that
historical experience or the existence of such policies will prevent trading
losses in the future. For the Partnership's fiscal years ended July 31, 1997,
1996 and 1995, net revenues from trading activities were $5.5 million, $7.3
million and $5.8 million, respectively.
Selected Quarterly Financial Data
(in thousands, except per unit data)
Due to the seasonality of the retail propane business, first and fourth
quarter revenues, gross profit and net earnings are consistently less than the
comparable second and third quarter results. Other factors affecting the results
of operations include competitive conditions, demand for product, variations in
the weather and fluctuations in propane prices.
Fiscal 1997
In the Form 10-K as originally filed on October 29, 1997, an inventory costing
adjustment affecting all quarters during fiscal 1997 was quantified and
discussed in the "Selected Quarterly Financial Data" section of this Item. The
Partnership reflected the entire adjustment in the fourth quarter instead of
restating each quarter affected. Subsequent to the original filing of Form 10-K,
the Partnership has determined that the quarters affected by the inventory
costing adjustment should be restated to more accurately reflect the
Partnership's fiscal 1997 quarterly results used for comparative purposes. Thus,
the Partnership is hereby restating the quarterly results affected by this
adjustment to cost of sales with the filing of this Form 10-K/A.
During the first three quarters of fiscal 1997, the Partnership experienced
increased revenues and gross profit due to the affect of acquisitions in the
fourth quarter of fiscal 1996 and significantly higher wholesale propane product
costs, partially offset by the impact of warmer weather. Net earnings (loss) for
the third and fourth quarters of fiscal 1997 were positively affected by
favorable general liability claims experience. The following presents the
Partnership's selected quarterly financial data after giving retroactive effect
to the inventory costing adjustments.
As Originally Filed
Fiscal year ended July 31, 1997
<TABLE>
<CAPTION>
First Quarter Second Quarter Third Quarter Fourth Quarter
---------------- ---------------- --------------- ------------------
<S> <C> <C> <C> <C>
Revenues $167,860 $347,056 $192,873 $96,509
Gross profit 66,785 143,291 84,855 39,239
Net earnings (loss) (10,298) 54,412 9,676 (30,572)
Net earnings (loss) per
limited partner unit (0.33) 1.73 0.31 (0.97)
Fiscal year ended July 31, 1996
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Fiscal year ended July 31, 1996
First Quarter Second Quarter Third Quarter Fourth Quarter
(1)
----------------- ----------------- ---------------- -----------------
<S> <C> <C> <C> <C>
Revenues $124,588 $238,381 $190,743 $99,928
Gross profit 55,479 111,909 85,480 44,458
Earnings (loss) before
extraordinary loss (7,303) 41,476 18,012 (27,873)
Earnings (loss) before
extraordinary loss per limited
partner unit (0.23) 1.32 0.57 (0.88)
Net earnings (loss) (1) (7,303) 41,476 18,012 (28,838)
</TABLE>
(1) Reflects a $965 extraordinary loss on early retirement of debt, net of
minority interest of $10.
Adjustments to Form 10-K
Fiscal year ended July 31, 1997
<TABLE>
<CAPTION>
First Quarter Second Quarter Third Quarter Fourth Quarter
---------------- ---------------- --------------- ------------------
<S> <C> <C> <C> <C>
Revenues 0 0 0 0
Gross profit $(497) $(5,033) $(2,011) $7,541
Net earnings (loss) (492) (4,982) (1,991) 7,465
Net earnings (loss) per
limited partner unit (0.01) (0.16) (0.07) 0.24
</TABLE>
As Adjusted
Fiscal year ended July 31, 1997
<TABLE>
<CAPTION>
First Quarter Second Quarter Third Quarter Fourth Quarter
---------------- ---------------- --------------- ------------------
<S> <C> <C> <C> <C>
Revenues $167,860 $347,056 $192,873 $96,509
Gross profit 66,288 138,258 82,844 46,780
Net earnings (loss) (10,790) 49,430 7,685 (23,107)
Net earnings (loss) per
limited partner unit (0.34) 1.57 0.24 (0.73)
</TABLE>
Results of Operations
Fiscal Year Ended July 31, 1997 versus Fiscal Year Ended July 31, 1996
Total Revenues. Total revenues increased 23.0% to $804,298,000 as compared
to $653,640,000 in the prior year, primarily due to increased sales price per
retail gallon, increased retail propane volumes, and to a lesser extent an
increase in revenues from other operations (net trading operations, wholesale
propane marketing and chemical feedstocks marketing).
A volatile propane market during the first half of fiscal 1997 caused a
significant increase in the cost of product which in turn caused an increase in
sales price per gallon. Retail volumes increased by 6.7% or 44 million gallons,
primarily due to the increase in volumes related to acquisitions partially
offset by the affect of warmer weather during fiscal 1997 as compared to fiscal
1996 and by customer conservation efforts. Fiscal 1997 winter temperatures, as
reported by the American Gas Association, were 6% warmer than the prior year and
4% warmer than normal.
3
<PAGE>
The 10.2% increase in revenues from other operations to $103,971,000 is due
to an increase in wholesale marketing volumes and sales price per gallon,
partially offset by a decrease in chemical feedstocks marketing revenues.
Wholesale marketing volumes increased primarily due to the effect of
acquisitions while price increased as a result of increased cost of product.
Chemical feedstocks volumes decreased as a result of decreased availability of
product from refineries and decreased demand from petrochemical companies.
Unrealized gains and losses on options, forwards, and futures contracts were not
significant at July 31, 1997 and 1996, respectively.
Gross Profit. Gross profit increased 12.4% to $334,170,000 as compared to
$297,326,000 in the 1996 fiscal year, primarily due to an increase in retail
sales gross margin, partially offset by a decrease in gross profits from other
operations. Retail operations results increased primarily due to the increase in
volumes attributed to acquisitions and an increase in retail margins, partially
offset by the effect of warmer weather and customer conservation efforts.
Wholesale marketing and chemical feedstocks is comprised of low margin sales,
therefore, the net increase in revenues did not significantly affect gross
profit.
Operating Expenses. Operating expenses increased 10.5% to $198,298,000 as
compared to $179,462,000 in the prior year primarily due to acquisition related
increases in personnel costs, plant and office expenses, and vehicle and other
expenses, partially offset by favorable general liability claims experience.
Depreciation and Amortization. Depreciation and amortization expense
increased 18.3% to $43,789,000 as compared to $37,024,000 for the prior year due
primarily to acquisitions of propane businesses.
Interest expense. Interest expense increased 20.5% over the prior year.
This increase is primarily the result of the MLP's issuance of $160,000,000 of 9
3/8% Senior Secured Notes in April 1996, (the "MLP Senior Notes") the proceeds
of which were primarily used to fund acquisitions made in fiscal 1996, partially
offset by an overall decrease in interest rates on borrowings during the year.
Fiscal Year Ended July 31, 1996 versus Fiscal Year Ended July 31, 1995
Total Revenues. Total revenues increased 9.6% as compared to the prior
year, primarily due to increased retail propane volumes and increased sales
price per retail gallon, partially offset by the decline in revenues from other
operations (net trading operations, wholesale propane marketing and chemical
feedstocks marketing).
Retail volumes increased by 12.9% or 74 million gallons, primarily due to
the affect of colder weather during fiscal 1996 as compared to fiscal 1995 and
acquisition related growth. Fiscal 1996 winter temperatures, as reported by the
American Gas Association, were 14.3% colder than the prior year and 3.0% colder
than normal. Colder winter temperatures also caused higher cost of product which
in turn produced a corresponding increase in sales price per gallon as compared
to the prior fiscal year.
The 28.5% decrease in revenues from other operations to $94,318,000 is
primarily due to a decrease in chemical feedstocks marketing revenues due to a
decrease in sales volume and selling price. Both volume and price decreased as a
result of decreased availability of product from refineries and decreased demand
from petrochemical companies. Unrealized gains and losses on options, forwards,
and futures contracts were not significant at July 31, 1996 and 1995,
respectively.
4
<PAGE>
The acquisition of Skelgas in May 1996 did not have a significant affect on
fiscal 1996 revenues due to the expected low retail volumes in the fourth
quarter of fiscal 1996. The Partnership expects fiscal 1997 retail propane
revenues to increase primarily due to the full fiscal year impact of the Skelgas
acquisition. Due to, among other factors, the uncertainty in both fiscal 1997
temperature levels and sales price per gallon, the Partnership is unable to
predict the impact of the Skelgas acquisition on future revenues. During the
nine months ended April 30, 1996, Skelgas sold approximately 87 million retail
propane gallons, however, temperatures were 3.0% colder than normal.
Gross Profit. Gross profit increased 15.8% as compared to the 1995 fiscal
year, primarily due to a $28,415,000 increase in retail sales gross margin and
to a lesser extent gross profits from other operations. Retail operations
results increased primarily due to the increase in retail volumes. Other
operations increased $11,027,000 mainly due to the increased activity of a
non-retail transportation operation. This increased activity did not materially
impact income from continuing operations due to the related increase in
operating expenses. Chemical feedstocks is comprised of low margin sales,
therefore, the decrease in revenues did not significantly impact gross profit.
Operating Expenses. Operating expenses increased 17.1% over the prior year.
The increase is primarily attributable to acquisitions of propane and increased
activity in the non-retail transportation operations as compared to the prior
year.
Depreciation and Amortization. Depreciation and amortization expense
increased 15.6% over the prior year due primarily to acquisitions of propane
businesses.
Interest expense and extraordinary loss. Interest expense increased 18.7%
over the prior year. This increase is primarily the result of the MLP's issuance
the MLP Senior Notes, the increased net borrowings from the Operating
Partnership's revolving credit loans during the first nine months of the year,
partially offset by decreasing interest rates during the first nine months of
the year.
The extraordinary charge of $965,000 is due to the write off of unamortized
debt issuance costs as a result of the refinancing of the $50,000,000 of
floating rate debt previously issued by the Operating Partnership.
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, 1998, 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 Partnership 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, the MLP or OLP may issue additional debt 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.
5
<PAGE>
Operating Activities. Cash provided by operating activities was $75,087,000
for the year ended July 31, 1997, compared to $65,096,000 in the prior year.
This increase is primarily due to the decrease in accounts receivable related to
timing of trading activity at year end and increased earnings prior to non-cash
deductions.
Investing Activities. The Partnership made total acquisition capital
expenditures of $40,200,000 (including working capital acquired of $1,420,000)
during fiscal 1997. This amount was funded by $36,114,000 cash payments
(including $795,000 for transition costs previously accrued for fiscal 1996
acquisitions) and $4,881,000 in other costs and consideration.
During the year ended July 31, 1997, the Partnership made growth and
maintenance capital expenditures of $16,192,000 primarily for the following
purposes: 1) additions to Partnership-owned customer tanks and cylinders, 2)
vehicle lease buyouts, 3) relocating the Houston office and relocating and
upgrading district plant facilities, and 4) development of an enhanced gas
inventory management system 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 to
seek expansion of 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 1998, the Partnership expects growth
and maintenance capital expenditures to increase slightly over fiscal 1997
levels.
Financing Activities. During the fiscal year ended July 31, 1997, the
Partnership borrowed $41,729,000 under its $255,000,000 Credit Facility (the
"Credit Facility") to fund expected seasonal working capital needs, business
acquisitions, and capital expenditures. At July 31, 1997, $86,400,000 of
borrowings were outstanding under the revolving portion of the Credit Facility.
In addition, letters of credit outstanding, used primarily to secure obligations
under certain insurance arrangements, totaled $24,102,000. At July 31, 1997, the
Operating Partnership had $94,498,000 available for general corporate,
acquisition and working capital purposes under the Credit Facility. The
Partnership typically has significant cash needs during the first quarter due to
expected low revenues, increasing inventories and the Partnership's cash
distribution paid in mid-September.
On April 26, 1996, the MLP issued the MLP Senior Notes. The MLP Senior
Notes will be redeemable at the option of the Partnership, in whole or in part,
at any time on or after June 15, 2001. The MLP Senior Notes will become
guaranteed by the OLP on a senior subordinated basis if certain conditions are
met. The Amended and Restated Credit Agreement and the OLP Senior Note Indenture
currently prohibit the OLP from guaranteeing any indebtedness unless, among
meeting other conditions, the fixed charge coverage ratio for the OLP meets
certain levels at prescribed dates. Currently the OLP does not meet such
conditions and, therefore, there can be no assurance as to whether or when this
guarantee will occur. Interest is payable semi-annually in arrears on June 15
and December 15. The OLP also has outstanding $200,000,000 of 10% Fixed Rate
Senior Notes due 2001. These notes are redeemable, at the option of the OLP,
anytime on or after August 1, 1998 with a premium through August 1, 2000.
On July 31, 1996, the OLP amended and restated its $205,000,000 Credit
Facility (with Bank of America National Trust & Savings Association ("BofA"), as
Agent. Among other changes, the amendment increased the maximum borrowing amount
to $255,000,000 and extended the termination date of the revolving line of
credit to July 1999. The unsecured Credit Facility permits borrowings of up to
$185,000,000 on a senior unsecured revolving line of credit basis to fund
6
<PAGE>
general corporate, working capital and acquisition purposes (of which up to
$50,000,000 is available to support letters of credit). The Credit Facility also
provides an unsecured revolving line of credit for additional working capital
needs of $20,000,000. The Partnership anticipates either exercising a renewal
for up to one year or refinancing any amounts still owed in July 1999. The
Credit Facility also includes an unsecured term loan due June 1, 2001 (the
"Refinancing Loan ") which was used to refinance the OLP's $50,000,000 Floating
Rate Series B Senior Notes (the "Floating Senior Notes").
To offset the variable rate characteristic of the Credit Facility, the OLP
has entered into interest rate collar agreements, expiring between June and
December 1998 with three major banks, that effectively limit interest rates on a
certain notional amount between 4.9% and 6.5% under the current pricing
arrangement. At July 31, 1997, the total notional principal amount of these
agreements was $125,000,000.
During the year ended July 31, 1997, the Partnership paid cash
distributions of $2.00 per limited partner unit. These distributions covered the
period from May 1, 1996 to April 30, 1997. On August 19, 1997, the Partnership
declared its fourth-quarter cash distribution of $0.50 per limited partner unit,
which was paid September 12, 1997. The Partnership's annualized distribution is
presently $2.00 per limited partner unit.
The MLP Senior Notes, the OLP Fixed Rate Senior Notes and Credit Facility
contain various restrictive covenants applicable to the MLP, the Operating
Partnership and its subsidiaries, the most restrictive relating to additional
indebtedness, sale and disposition of assets, and transactions with affiliates.
In addition, the Operating Partnership is prohibited from making cash
distributions of the Minimum Quarterly Distribution if a default or event of
default exists or would exist upon making such distribution, or if the Operating
Partnership fails to meet certain coverage tests. The MLP and the Operating
Partnership are in compliance with all requirements, tests, limitations and
covenants related to the MLP Senior Notes, the OLP Fixed Rate Senior Notes and
Credit Facility.
7
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has 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)
By /s/ James E. Ferrell
James E. Ferrell
Chairman and Chief Executive
Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons in the capacities and on
the dates indicated:
Signature Title Date
/s/ James E. Ferrell Chairman of the Board, 1/28/98
James E. Ferrell Chief Executive Officer and
Director (Principal Executive Officer)
/s/ Daniel M. Lambert Director 1/28/98
Daniel M. Lambert
/s/ A. Andrew Levison Director 1/28/98
A. Andrew Levison
/s/ Danley K. Sheldon President and Chief Financial 1/28/98
Danley K. Sheldon Officer (Principal Financial
and Accounting Officer)
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
FERRELLGAS PARTNERS FINANCE
CORP.
By /s/ James E. Ferrell
James E. Ferrell
Chairman and Chief Executive
Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons in the capacities and on
the dates indicated:
Signature Title Date
/s/ James E. Ferrell Chairman of the Board, 1/28/98
James E. Ferrell Chief Executive Officer and
Sole Director (Principal
Executive Officer)
/s/ Danley K. Sheldon Senior Vice President and Chief 1/28/98
Danley K. Sheldon Financial Officer (Principal
Financial and Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
( THIS SCHEDULE CONTAINS RESTATED SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES RESTATED BALANCE SHEETS ON
OCTOBER 31, 1996, JANUARY 31, 1997 AND APRIL 30, 1997 AND THE RESTATED
STATEMENT OF EARNINGS FOR THE THREE MONTHS ENDING OCTOBER 31, 1996,
JANUARY 31, 1997, AND APRIL 30, 1997, RESPECTIVELY AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATMENTS)
</LEGEND>
<CAPTION>
<CIK> 0000922358
<NAME> FERRELLGAS PARTNERS, L.P.
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS 3-MOS
<FISCAL-YEAR-END> JUL-31-1997 JUL-31-1997 JUL-31-1997
<PERIOD-START> AUG-01-1996 NOV-01-1996 FEB-01-1997
<PERIOD-END> OCT-31-1996 JAN-31-1997 APR-01-1997
<EXCHANGE-RATE> 1 1 1
<CASH> 20,809 31,128 14,943
<SECURITIES> 0 0 0
<RECEIVABLES> 94,848 158,497 102,931
<ALLOWANCES> 0 0 0
<INVENTORY> 54,783 45,213 36,266
<CURRENT-ASSETS> 179,256 248,181 162,561
<PP&E> 598,380 601,637 604,646
<DEPRECIATION> 197,301 203,661 208,359
<TOTAL-ASSETS> 701,036 762,847 671,773
<CURRENT-LIABILITIES> 176,533 201,329 114,393
<BONDS> 451,910 455,092 458,780
<COMMON> 116,336 149,618 141,602
0 0 0
0 0 0
<OTHER-SE> (58,283) (57,947) (58,028)
<TOTAL-LIABILITY-AND-EQUITY> 701,036 762,847 671,773
<SALES> 156,764 334,414 181,426
<TOTAL-REVENUES> 167,860 347,056 192,873
<CGS> 101,572 208,798 110,029
<TOTAL-COSTS> 162,850 282,236 170,933
<OTHER-EXPENSES> 0 0 0
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 11,602 11,482 11,170
<INCOME-PRETAX> (10,790) 49,430 7,685
<INCOME-TAX> 0 0 0
<INCOME-CONTINUING> (10,790) 49,430 7,685
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> (10,790) 49,430 7,685
<EPS-PRIMARY> (0.34) 1.57 0.24
<EPS-DILUTED> (0.34) 1.57 0.24
<FN>
1. The Ferrellgas Partners L.P. ("MLP"), both the Common and Subordinated
units are considered to possess the characteristics of Common Stock. Note that
both are included in the determination of the EPS providing support for such a
classificaiton.
</FN>
</TABLE>
