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 October 31, 1995
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: 33-53379
33-53379-01
Ferrellgas, L.P.
Ferrellgas Finance Corp.
(Exact name of registrants as specified in their charters)
Delaware 43-1698481
Delaware 43-1677595
(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 registrants (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days.
Yes [X] No [ ]
At November 15, 1995, Ferrellgas Finance Corp. had 1,000 shares of $1.00 par
value common stock outstanding.
<PAGE>
FERRELLGAS PARTNERS, L.P.
FERRELLGAS, L.P.
FERRELLGAS FINANCE CORP.
Table of Contents
Page
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Ferrellgas Partners, L.P. and Subsidiary
- ----------------------------------------
Consolidated Balance Sheets - October 31, 1995 and July 31, 1995 1
Consolidated Statements of Earnings -
Three months ended October 31, 1995 and 1994 2
Consolidated Statements of Cash Flows -
Three months ended October 31, 1995 and 1994 3
Notes to Consolidated Financial Statements 4
Ferrellgas, L.P. and Subsidiaries
- ---------------------------------
Consolidated Balance Sheets - October 31, 1995 and July 31, 1995 5
Consolidated Statements of Earnings -
Three months ended October 31, 1995 and 1994 6
Consolidated Statements of Cash Flows -
Three months ended October 31, 1995 and 1994 7
Notes to Consolidated Financial Statements 8
Ferrellgas Finance Corp.
- ------------------------
Balance Sheets - October 31, 1995 and July 31, 1995 9
Statements of Earnings - Three months ended October 31, 1995 and 1994 9
Statements of Cash Flows - Three months ended October 31, 1995 and 1994 10
Note to Financial Statements 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS 11
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 13
ITEM 2. CHANGES IN SECURITIES 13
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 13
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 13
ITEM 5. OTHER INFORMATION 13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 13
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARY
<CAPTION>
CONSOLIDATED BALANCE SHEETS
(in thousands, except unit data)
October 31, July 31,
ASSETS 1995 1995
- ---------------------------------------------------------------------- ----------- ----------
(unaudited)
Current Assets:
<S> <C> <C>
Cash and cash equivalents $ 14,570 $ 29,877
Accounts and notes receivable 75,108 58,239
Inventories 53,370 44,090
Prepaid expenses and other current assets 10,583 5,884
----------- ----------
Total Current Assets 153,631 138,090
Property, plant and equipment, net 346,040 345,642
Intangible assets, net 86,840 86,886
Other assets, net 7,787 7,978
----------- -----------
Total Assets $594,298 $578,596
=========== ==========
LIABILITIES AND PARTNERS' CAPITAL
- ---------------------------------------------------------------------------
Current Liabilities:
Accounts payable $ 73,577 $ 57,729
Other current liabilities 30,718 31,433
Short-term borrowings 31,600 20,000
----------- ----------
Total Current Liabilities 135,895 109,162
Long-term debt 347,423 338,188
Other liabilities 11,058 11,398
Contingencies and commitments
Minority interest 1,009 1,211
Partners' Capital:
Common unitholders (14,540,900 and 14,398,942
units outstanding in October 1995 and July 1995, respectively) 77,125 84,489
Subordinated unitholders (16,593,721 units outstanding
in both October 1995 and July 1995) 79,664 91,824
General partner (57,876) (57,676)
----------- ----------
Total Partners' Capital 98,913 118,637
----------- ----------
Total Liabilities and Partners' Capital $594,298 $578,596
=========== ==========
</TABLE>
See notes to consolidated financial statements.
1
<PAGE>
<TABLE>
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARY
<CAPTION>
CONSOLIDATED STATEMENTS OF EARNINGS
(in thousands, except per unit data)
(unaudited)
Three months ended
----------------------------------
October 31, October 31,
1995 1994
---------------- ---------------
Revenues:
<S> <C> <C>
Gas liquids and related product sales $114,529 $111,784
Other 10,059 7,629
---------------- ---------------
Total revenues 124,588 119,413
Cost of product sold (exclusive of
depreciation, shown separately below) 69,109 67,411
---------------- ---------------
Gross profit 55,479 52,002
Operating expense 40,870 35,051
Depreciation and amortization expense 8,326 7,147
General and administrative expense 3,435 2,314
Vehicle lease expense 1,086 1,040
---------------- ---------------
Operating income 1,762 6,450
Interest expense (9,012) (7,098)
Interest income 256 169
Loss on disposal of assets (384) (194)
---------------- ---------------
Earnings (loss) before minority interest (7,378) (673)
Minority interest (75) (7)
---------------- ---------------
Net earnings (loss) (7,303) (666)
General partner's interest in net earnings (loss) (73) (7)
---------------- ---------------
Limited partners' interest in net earnings (loss) $ (7,230) $ (659)
================ ===============
Net earnings (loss) per limited partner unit $ (0.23) $ (0.02)
================ ===============
Weighted average number of units outstanding 31,036.1 30,693.7
================ ===============
</TABLE>
See notes to consolidated financial statements.
2
<PAGE>
<TABLE>
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARY
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Three months ended
-------------------------------
October 31, October 31,
1995 1994
-------------- ---------------
Cash Flows From Operating Activities:
<S> <C> <C>
Net earnings (loss) $(7,303) $ (666)
Reconciliation of net earnings (loss) to net
cash from operating activities:
Depreciation and amortization 8,326 7,147
Other 891 749
Changes in operating assets and liabilities
net of effects from business acquisitions:
Accounts and notes receivable (16,900) (17,545)
Inventories (9,130) (24,689)
Prepaid expenses and other current assets (4,699) (1,542)
Accounts payable 16,196 20,112
Other current liabilities (1,434) (353)
Other liabilities (339) (159)
-------------- ---------------
Net cash used by operating activities (14,392) (16,946)
-------------- ---------------
Cash Flows From Investing Activities:
Business acquisitions (1,650)
Capital expenditures (3,649) (3,844)
Other 464 (98)
-------------- ---------------
Net cash used by investing activities (4,835) (3,942)
-------------- ---------------
Cash Flows From Financing Activities:
Net additions to short-term borrowings 11,600 20,000
Additions to long-term debt 8,153
Reductions of long-term debt (87) (225)
Distributions (15,813)
Other 67 (329)
-------------- ---------------
Net cash provided by financing activities 3,920 19,446
-------------- ---------------
Decrease in cash and cash equivalents (15,307) (1,442)
Cash and cash equivalents - beginning of period 29,877 14,535
============== ===============
Cash and cash equivalents - end of period $14,570 $13,093
============== ===============
Cash paid for interest $13,117 $ 395
============== ===============
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
FERRELLGAS PARTNERS, L.P. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 1995
(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 propane industry is seasonal in nature with peak activity during the
winter months. Therefore, the results of operations for the periods ended
October 31, 1995 and October 31, 1994 are not necessarily indicative of the
results to be expected for a full year.
C. Inventories consist of:
<TABLE>
<CAPTION>
October 31, July 31,
(in thousands) 1995 1995
-------------- --------------
<S> <C> <C>
Liquefied propane gas and related products $46,791 $37,550
Appliances, parts and supplies 6,579 6,540
============== ==============
$53,370 $44,090
============== ==============
</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:
October 31, July 31,
(in thousands) 1995 1995
-------------- --------------
<S> <C> <C>
Property, plant and equipment $525,970 $521,110
Less: accumlated depreciation 179,930 175,468
-------------- --------------
$346,040 $345,642
============== ==============
</TABLE>
<TABLE>
<CAPTION>
Intangibles, net consist of:
October 31, July 31,
(in thousands) 1995 1995
-------------- --------------
<S> <C> <C>
Intangibles $170,725 $168,881
Less: accumulated amortization 83,885 81,995
-------------- --------------
$ 86,840 $ 86,886
============== ==============
</TABLE>
D. 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.
E. On September 13, 1995, the Partnership paid a cash distribution of $0.50
per unit for the quarter ended July 31, 1995. On November 17, 1995, the
Partnership declared its first-quarter cash distribution of $0.50 per unit,
payable December 14, 1995. On November 18, 1994, the Partnership declared
an initial cash distribution of $0.65 per unit, payable December 14, 1994.
This initial cash distribution covered the period from July 5, 1994, when
the Partnership began operations, to October 31, 1994, the end of the first
full fiscal quarter. Accordingly, the distribution was prorated.
4
<PAGE>
<TABLE>
FERRELLGAS, L.P. AND SUBSIDIARIES
<CAPTION>
CONSOLIDATED BALANCE SHEETS
(in thousands)
October 31, July 31,
ASSETS 1995 1995
- ---------------------------------------------------------------------- ---------------- -----------------
(unaudited)
Current Assets:
<S> <C> <C>
Cash and cash equivalents $ 14,570 $ 29,877
Accounts and notes receivable 75,108 58,239
Inventories 53,370 44,090
Prepaid expenses and other current assets 10,583 5,884
---------------- -----------------
Total Current Assets 153,631 138,090
Property, plant and equipment, net 346,040 345,642
Intangible assets, net 86,840 86,886
Other assets, net 7,787 7,978
================ =================
Total Assets $594,298 $578,596
================ =================
LIABILITIES AND PARTNERS' CAPITAL
- ----------------------------------------------------------------------
Current Liabilities:
Accounts payable $ 73,577 $ 57,729
Other current liabilities 30,716 31,432
Short-term borrowings 31,600 20,000
---------------- -----------------
Total Current Liabilities 135,893 109,161
Long-term debt 347,423 338,188
Other liabilities 11,059 11,398
Contingencies and commitments
Partners' Capital:
Limited partner 98,914 118,638
General partner 1,009 1,211
---------------- -----------------
Total Partners' Capital 99,923 119,849
---------------- -----------------
Total Liabilities and Partners' Capital $594,298 $578,596
================ =================
</TABLE>
See notes to consolidated financial statements.
5
<PAGE>
<TABLE>
FERRELLGAS, L.P. AND SUBSIDIARIES
<CAPTION>
CONSOLIDATED STATEMENTS OF EARNINGS
(in thousands)
(unaudited)
Three months ended
----------------------------------
October 31, October 31,
1995 1994
--------------- ----------------
Revenues:
<S> <C> <C>
Gas liquids and related product sales $114,529 $111,784
Other 10,059 7,629
--------------- ----------------
Total revenues 124,588 119,413
Cost of product sold (exclusive of
depreciation, shown separately below) 69,109 67,411
--------------- ----------------
Gross profit 55,479 52,002
Operating expense 40,870 35,051
Depreciation and amortization expense 8,326 7,147
General and administrative expense 3,435 2,314
Vehicle lease expense 1,086 1,040
--------------- ----------------
Operating income 1,762 6,450
Interest expense (9,012) (7,098)
Interest income 256 169
Loss on disposal of assets (384) (194)
--------------- ----------------
Net earnings (loss) $(7,378) $ (673)
=============== ================
</TABLE>
See notes to consolidated financial statements.
6
<PAGE>
<TABLE>
FERRELLGAS, L.P. AND SUBSIDIARIES
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Three months ended
----------------------------------
October 31, October 31,
1995 1994
---------------- ----------------
Cash Flows From Operating Activities:
<S> <C> <C>
Net earnings (loss) $(7,378) $ (673)
Reconciliation of net earnings (loss) to net
cash from operating activities:
Depreciation and amortization 8,326 7,147
Other 966 749
Changes in operating assets and liabilities
net of effects from business acquisitions:
Accounts and notes receivable (16,900) (17,545)
Inventories (9,130) (24,689)
Prepaid expenses and other current assets (4,699) (1,542)
Accounts payable 16,196 20,112
Other current liabilities (1,434) (353)
Other (339) (159)
---------------- ----------------
Net cash used by operating activities (14,392) (16,953)
---------------- ----------------
Cash Flows From Investing Activities:
Business acquisitions (1,650)
Capital expenditures (3,649) (3,844)
Other 464 (98)
---------------- ----------------
Net cash used by investing activities (4,835) (3,942)
---------------- ----------------
Cash Flows From Financing Activities:
Net additions to short-term borrowings 11,600 20,000
Additions to long-term debt 8,153
Reductions of long-term debt (87) (225)
Distributions (15,813)
Other 67 (322)
---------------- ----------------
Net cash provided by financing activities 3,920 19,453
---------------- ----------------
Decrease in cash and cash equivalents (15,307) (1,442)
Cash and cash equivalents - beginning of period 29,877 14,535
---------------- ----------------
Cash and cash equivalents - end of period $14,570 $13,093
================ ================
Cash paid for interest $13,117 $ 395
================ ================
</TABLE>
See notes to consolidated financial statements.
7
<PAGE>
FERRELLGAS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 1995
(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 propane industry is seasonal in nature with peak activity during the
winter months. Therefore, the results of operations for the periods ended
October 31, 1995 and October 31, 1994 are not necessarily indicative of the
results to be expected for a full year.
C. Inventories consist of:
<TABLE>
<CAPTION>
October 31, July 31,
(in thousands) 1995 1995
---------------- --------------
<S> <C> <C>
Liquefied propane gas and related products $46,791 $37,550
Appliances, parts and supplies 6,579 6,540
================ ==============
$53,370 $44,090
================ ==============
</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:
October 31, July 31,
(in thousands) 1995 1995
-------------- --------------
<S> <C> <C>
Property, plant and equipment $525,970 $521,110
Less: accumlated depreciation 179,930 175,468
-------------- --------------
$346,040 $345,642
============== ==============
</TABLE>
<TABLE>
<CAPTION>
Intangibles, net consist of:
October 31, July 31,
(in thousands) 1995 1995
-------------- --------------
<S> <C> <C>
Intangibles $170,725 $168,881
Less: accumulated amortization 83,885 81,995
-------------- --------------
$ 86,840 $ 86,886
============== ==============
</TABLE>
D. 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.
8
<PAGE>
<TABLE>
FERRELLGAS FINANCE CORP.
(A wholly owned subsidiary of Ferrellgas, L.P.)
<CAPTION>
BALANCE SHEETS
October 31, July 31,
ASSETS 1995 1995
- -------------------------------------------------------------------- ------------------- -------------------
(unaudited)
<S> <C> <C>
Cash $737 $697
------------------- -------------------
Total Assets $737 $697
=================== ===================
LIABILITIES AND STOCKHOLDER'S EQUITY
- --------------------------------------------------------------------
Payable to affiliate $282 $153
Common stock, $1.00 par value; 2,000 shares
authorized; 1,000 shares issued and outstanding 1,000 1,000
Accumulated deficit (545) (456)
------------------- -------------------
Total Stockholder's Equity 455 544
------------------- -------------------
Total Liabilities and Stockholder's Equity $737 $697
=================== ===================
</TABLE>
<TABLE>
<CAPTION>
STATEMENTS OF EARNINGS
(unaudited)
Three Months Ended
-----------------------------------------
October 31, October 31,
1995 1994
------------------- -------------------
<S> <C> <C>
General and administrative expense $ 89 $ 40
------------------- ------------------
Net earnings (loss) $(89) $(40)
=================== ===================
See note to financial statements.
</TABLE>
9
<PAGE>
<TABLE>
FERRELLGAS FINANCE CORP.
(A wholly owned subsidiary of Ferrellgas, L.P.)
<CAPTION>
STATEMENTS OF CASH FLOWS
(unaudited)
Three Months Ended
------------------------------------------
October 31, October 31,
1995 1994
------------------- --------------------
Cash Flows From Operating Activities:
<S> <C> <C>
Net loss $(89) $(40)
------------------- --------------------
Cash used by operating activities (89) (40)
------------------- --------------------
Cash Flows From Financing Activities:
Net advance from affiliate 129
------------------- --------------------
Cash provided by financing activities 129
------------------- --------------------
Increase (decrease) in cash 40 (40)
Cash - beginning of period 697 1,000
------------------- --------------------
Cash - end of period $737 $960
=================== ====================
See note to financial statements.
</TABLE>
NOTE TO FINANCIAL STATEMENTS
OCTOBER 31, 1995
(unaudited)
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.
10
<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 the Ferrellgas, L.P. (the "Operating Partnership").
Because the Operating Partnership accounts for all of the consolidated assets,
sales and earnings of the Ferrellgas Partners, L.P. (the "Partnership" or
"MLP"), a separate discussion of the results of operations and liquidity and
capital resources of the Partnership is not presented.
Ferrellgas 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 months ended October 31, 1995 and 1994, 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.
Three Months Ended October 31, 1995 vs. October 31, 1994
- --------------------------------------------------------
Total Revenues. Total revenues increased 4.3% to $124,588,000 as compared
to $119,413,000 for the prior period. The increase is principally due to
revenues contributed by businesses acquired in November 1994, partially offset
by weather related decreases in agricultural demand and declines in trading and
chemical feedstocks activity. The agricultural industry experienced a wet spring
and dry summer which generated approximately $4 million less propane demand due
to smaller, dryer grain and tobacco harvests. Also offsetting the acquisition
growth, is an approximate $7 million reduction in trading and chemical
feedstocks revenues due to unusually strong trading markets and petrochemical
demand in the prior year.
Gross Profit. Gross profit increased 6.7% to $55,479,000 as compared to
$52,002,000 for the prior period. Retail operations results improved due to an
increase in gallons sold to 131,368,000 gallons as compared to 122,309,000 for
the prior period attributable to acquisition related growth, offset by a slight
decrease in retail margins due to higher cost of product and aggressive pricing
strategies by competitors. Gross profit generated from trading and chemical
feedstocks sales declined due to the low market volatility and the petrochemical
industry slow down as compared to the prior year.
Operating Expenses. Operating expenses increased 16.6% to $40,870,000 as
compared to $35,051,000 for the prior period. The increase is principally
attributable to acquisition related increases in personnel costs, plant and
office expenses, and vehicle and other expenses.
Depreciation and Amortization. Depreciation and amortization expense
increased 16.5% to $8,326,000 as compared to $7,147,000 for the prior period
primarily due to acquisitions of propane businesses.
Net Loss. Net loss increased to $7,378,000 as compared to $673,000 for the
prior period primarily due to the acquisition driven increases in operating
expense, depreciation and amortization, general and administrative expense,
vehicle lease expense, and interest expense which were not offset by the
increase in gross margin due to the seasonality of LP sales.
11
<PAGE>
Liquidity and Capital Resources
- -------------------------------
The ability of the Operating Partnership 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, 1996, the General
Partner believes that the Operating Partnership will generate sufficient Cash
from Operations (as defined in the Partnership Agreement) to meet its
obligations 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 Operating 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 Operating Partnership may borrow on
existing bank lines or the MLP may issue additional Common Units. Toward this
purpose, the MLP maintains a shelf registration statement filed with the
Securities and Exchange Commission registering 2,400,000 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 Operating
Partnership's acquisition of other businesses, properties or securities in
business combination transactions.
On November 17, 1995, the Partnership declared a cash distribution of $0.50
per unit, payable December 14, 1995.
Cash Flows From Operating Activities. Cash used by operating activities was
$14,392,000 for the three months ended October 31, 1995. This was primarily due
to the following seasonal effects: increases in accounts receivable due to the
seasonal increase in customer deliveries towards the latter part of the first
quarter and inventory purchases in preparation for the winter heating season,
partially offset by the increase in accounts payable due to effective working
capital management.
Cash Flows From Investing Activities. During the three months ended October
31, 1995, the Operating Partnership made aggregate growth and maintenance
capital expenditures of $3,649,000 consisting primarily of the following: 1)
additions to Partnership-owned customer tanks and cylinders, 2) relocating and
upgrading district plant facilities, and 3) 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 Operating
Partnership's principal physical assets, are generally long. The Operating
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 does not have any material commitments of funds
for capital expenditures other than to support the current level of operations.
During the three months ended October 31, 1995, the Operating Partnership
made total acquisition capital expenditures of $6,321,000 (including working
capital acquired of $360,000). This amount was funded by $1,650,000 cash,
$3,200,000 issuance of MLP equity units, and $1,471,000 other costs and
consideration. 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.
Cash Flows From Financing Activities. During the three months ended October
31, 1995, the Operating Partnership borrowed $19,753,000 from its Credit
Facility to fund business acquisitions, capital expenditures and working capital
needs.
12
<PAGE>
Effects of Inflation. In the past the Partnership has generally been able
to adjust its sales price of product in response to market demand, cost of
product, competitive factors and other industry trends. Consequently, changing
prices as a result of inflationary pressures has not had a material adverse
effect on profitability although revenues may be affected. Inflation has not
materially impacted the results of operations and management does not believe
normal inflationary pressures will have a material adverse effect on the
profitability of the Partnership in the future.
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
27 Financial Data Schedule (filed in electronic format only)
(b) Reports on Form 8-K
The registrants filed the following reports on Form 8-K were filed
during the three months ended October 31, 1995:
Form 8-K/A Amendment No. 2 dated November 10, 1994 (filed
August 16, 1995), reporting under Item 7 the unaudited pro forma
consolidated financial statements of Ferrellgas Partners, L.P. and
Vision Energy Resources, Inc.
13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrants have duly caused this report to be signed on their behalf by the
undersigned thereunto duly authorized.
FERRELLGAS, L.P.
By Ferrellgas, Inc. (General Partner)
Date: December 12, 1995 By /s/ Danley K. Sheldon
------------------------
Danley K. Sheldon
Senior Vice President and
Chief Financial Officer (Principal
Financial and Accounting Officer)
FERRELLGAS FINANCE CORP.
Date: December 12, 1995 By /s/ Danley K. Sheldon
------------------------
Danley K. Sheldon
Senior Vice President and
Chief Financial Officer (Principal
Financial and Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
(THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
FERRELLGAS, L.P. AND SUBSIDIARIES BALANCE SHEET ON OCTOBER 31, 1995
AND THE STATEMENT OF EARNINGS ENDING OCTOBER 31, 1995 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS)
</LEGEND>
<CIK> 0000922359
<NAME> Ferrellgas, L.P.
<MULTIPLIER> 1,000
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-START> AUG-01-1995
<PERIOD-END> OCT-31-1995
<EXCHANGE-RATE> 1
<CASH> 14,570
<SECURITIES> 0
<RECEIVABLES> 75,108
<ALLOWANCES> 0
<INVENTORY> 53,370
<CURRENT-ASSETS> 153,631
<PP&E> 525,970
<DEPRECIATION> 179,930
<TOTAL-ASSETS> 594,298
<CURRENT-LIABILITIES> 135,893
<BONDS> 347,423
<COMMON> 0
0
0
<OTHER-SE> 99,923
<TOTAL-LIABILITY-AND-EQUITY> 594,298
<SALES> 114,529
<TOTAL-REVENUES> 124,588
<CGS> 69,109
<TOTAL-COSTS> 119,391
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,012
<INCOME-PRETAX> (7,378)
<INCOME-TAX> 0
<INCOME-CONTINUING> (7,378)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (7,378)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
1. For the Ferrellgas, L.P. ("OLP"), ownership is maintained by the Ferrellgas
Partners, L.P.("MLP") and Ferrellgas Inc. ("GP"). Thus, there is no market
and no relevant characteristics of either Common or Preferred Stock.
Classification is reasonable.
2. A determination was made that depreciation & amortization and vehicle leases
are more appropriately reflected as costs and expenses related to sales and
revenues. Therefore, there will be no amounts reported for item 5-03(b)3
"other costs/expenses".
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
(THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
FERRELLGAS FINANCE CORP BALANCE SHEET ON OCTOBER 31, 1995 AND THE
STATEMENT OF EARNINGS ENDING OCTOBER 31, 1995 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS)
</LEGEND>
<CIK> 0000922360
<NAME> Ferrellgas Finance Corp
<MULTIPLIER> 1,000
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-START> AUG-01-1995
<PERIOD-END> OCT-31-1995
<EXCHANGE-RATE> 1
<CASH> 737
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 737
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 737
<CURRENT-LIABILITIES> 282
<BONDS> 0
<COMMON> 1,000
0
0
<OTHER-SE> (545)
<TOTAL-LIABILITY-AND-EQUITY> 737
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (89)
<INCOME-TAX> 0
<INCOME-CONTINUING> (89)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (89)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
1. Ferrellgas Finance has no income statement items other than totals as their
only costs are G&A, and such costs are not required in the Financial Data
Schedule.
</FN>
</TABLE>
