FERRELLGAS L P
10-Q, 1997-03-14
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                                  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: 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 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, Ferrellgas Finance Corp. had 1,000 shares of $1.00 par
value common stock outstanding.


<PAGE>



                                FERRELLGAS, L.P.
                            FERRELLGAS FINANCE CORP.

                                Table of Contents
                                                                           Page
                         PART I - FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

Ferrellgas, 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 Finance Corp.

Balance Sheets - January 31, 1997 and July 31, 1996                            7

Statements of Earnings - Three and six months ended January 31, 1997 and 1996  7

Statements of Cash Flows - Six months ended January 31, 1997 and 1996          8

Note 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 1 - FINANCIAL STATEMENTS

ITEM 1.  FINANCIAL STATEMENTS

                        FERRELLGAS, L.P. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                                 (in thousands)


<TABLE>
<CAPTION>

ASSETS                                                                January 31, 1997  July 31, 1996
- -------------------------------------------------------------        ---------------------------------
                                                                      (unaudited)
Current Assets:
<S>                                                                      <C>                <C>      
  Cash and cash equivalents                                              $  31,127          $  13,769
  Accounts and notes receivable                                            158,497             70,118
  Inventories                                                               50,743             41,395
  Prepaid expenses and other current assets                                 14,397              6,482
                                                                     --------------     --------------
    Total Current Assets                                                   254,764            131,764

  Property, plant and equipment, net                                       397,976            403,732
  Intangible assets, net                                                   105,246            107,960
  Other assets, net                                                          6,692              6,942
                                                                     --------------     --------------
    Total Assets                                                          $764,678           $650,398
                                                                     ==============     ==============
</TABLE>

<TABLE>
<CAPTION>

LIABILITIES AND PARTNERS' CAPITAL
- -------------------------------------------------------------
Current Liabilities:
<S>                                                                      <C>                <C>      
  Accounts payable                                                       $  96,270          $  48,400
  Other current liabilities                                                 47,939             37,695
  Short-term borrowings                                                     55,077             25,520
                                                                     --------------     --------------
    Total Current Liabilities                                              199,286            111,615

  Long-term debt                                                           295,092            279,112
  Other liabilities                                                         12,147             12,402
  Contingencies and commitments

Partners' Capital
  Limited partner                                                          255,545            244,771
  General partner                                                            2,608              2,498
                                                                     --------------     --------------
    Total Partners' Capital                                                258,153            247,269
                                                                     --------------     --------------
    Total Liabilities and Partners' Capital                               $764,678           $650,398
                                                                     ==============     ==============
</TABLE>

                 See notes to consolidated financial statements

                                        1


<PAGE>




                        FERRELLGAS, L.P. AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF EARNINGS
                                 (in thousands)
                                   (unaudited)
<TABLE>
<CAPTION>

                                              For the three months ended       For the six months ended
                                              ----------------------------  -------------------------------
                                              January 31,      January 31,      January 31,       Jnauary 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                                   60,747         47,750        109,714            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                                    65,863         51,113         67,603            52,875

Interest expense                                    (7,729)        (9,196)       (15,371)          (18,208)
Interest income                                        506            369            885               625
Gain (loss) on disposal of assets                      130           (386)          (750)             (770)
                                              -------------  -------------  -------------     -------------

Net earnings                                     $  58,770      $  41,900      $  52,367         $  34,522
                                              =============  =============  =============     =============

</TABLE>

                 See notes to consolidated financial statements

                                        2


<PAGE>



                        FERRELLGAS, L.P. AND SUBSIDIARIES

                   CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL
                                 (in thousands)
                                   (unaudited)

<TABLE>
<CAPTION>


                                                   Limited          General       Total partners'
                                                   partner          partner           capital
                                               ----------------  --------------- -------------------

<S>                                                    <C>                <C>               <C>       
July 31, 1996                                       $  244,771         $  2,498          $  247,269

Quarterly distributions                                (41,064)            (419)            (41,483)

Net earnings                                            51,838              529              52,367
                                               ----------------  --------------- -------------------

January 31, 1997                                    $  255,545         $  2,608          $  258,153
                                               ================  =============== ===================



</TABLE>

                 See notes to consolidated financial statements.

                                        3




<PAGE>



                        FERRELLGAS, 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                                                      $52,367           $34,522
 Reconciliation of net loss to net cash from
  operating activities:
  Depreciation and amortization                                     21,584            17,136
  Other                                                              2,898             2,126
  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                                       11,447             5,082
    Other                                                             (255)            1,041
                                                           ----------------  ----------------
      Net cash provided by operating activities                     29,508            25,425
                                                           ----------------  ----------------

Cash Flows From Investing Activities:
 Business acquisitions                                              (9,606)           (3,079)
 Capital expenditures                                               (7,820)           (7,218)
 Other                                                               2,088             1,288
                                                           ----------------  ----------------
      Net cash used by investing activities                        (15,338)           (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                                                     (41,483)          (31,698)
 Other                                                                (257)            1,260
                                                           ----------------  ----------------
      Net cash provided (used) by financing activities               3,188           (24,040)
                                                           ----------------  ----------------

Increase (decrease) in cash and cash equivalents                    17,358            (7,624)
Cash and cash equivalents - beginning of period                     13,769            29,877
                                                           ================  ================
Cash and cash equivalents - end of period                          $31,127           $22,253
                                                           ================  ================

Cash paid for interest                                             $10,795           $16,996
                                                           ================  ================
</TABLE>

                 See notes to consolidated financial statements

                                        4
<PAGE>
                        FERRELLGAS, 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
                                                                                    ===============  ===============

     Intangibles, net  consist of:
                                                                                     January 31,        July 31,
      (in thousands)                                                                     1997             1996
                                                                                    ---------------  ---------------
      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 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 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 dates of contribution.

     The following pro forma  financial  information  assumes the acquisition of
     Skelgas and the  contribution  of  $157,592,000  by the limited and general
     partners  occurred  as  of  August  1,  1995.  The  contribution   occurred
     subsequent  to  the  Ferrellgas  Partners,  L.P.  issuance  of  the 9  3/8%
     $160,000,000 Senior Secured Notes in April, 1996.

<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                                                                          52,367           35,007


</TABLE>





                                       6
<PAGE>

                            FERRELLGAS FINANCE CORP.
                 (a wholly owned subsidiary of Ferrellgas, 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                                                          590                     545

Accumulated deficit                                                                (590)                   (545)
                                                                      -------------------     -------------------
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,         January 31,          January 31,
                                           1997                 1996                1997                1996
                                   ---------------------  -----------------   -----------------    ----------------

<S>                                          <C>                     <C>                <C>                  <C> 
General and administrative                   $ 45                    $ -                $ 45                 $ 89
expense

                                   ---------------------  -----------------   -----------------    ----------------
Net loss                                   $  (45)                  $  -              $  (45)              $  (89)
                                   =====================  =================   =================    ================
</TABLE>


                        See note to financial statements.

                                       7


<PAGE>


                            FERRELLGAS FINANCE CORP.
                    (A wholly owned subsidiary of Ferrellgas,L.P.)

                            STATEMENTS OF CASH FLOWS
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                                       Six Months Ended
                                                                           -----------------------------------------
                                                                               January 31,           January 31,
                                                                                  1997                   1996
                                                                           --------------------    -----------------

Cash Flows From Operating Activities:
<S>                                                                                  <C>                  <C>     
  Net loss                                                                           $    (45)            $   (89)
                                                                           --------------------    -----------------
      Cash used by operating activities                                                   (45)                (89)
                                                                           --------------------    -----------------

Cash Flows From Financing Activities:
 Capital contribution                                                                      45                 545
 Net advance from affiliate                                                                                  (153)
                                                                           --------------------    -----------------
      Cash provided by financing activities                                                45                 392
                                                                           --------------------    -----------------

Increase in cash                                                                            0                 303
Cash - beginning of period                                                              1,000                 697
                                                                           --------------------    -----------------
Cash - end of period                                                                   $1,000              $1,000
                                                                           ====================    =================
</TABLE>
                                       

                        See note to financial statements.

                          NOTE TO FINANCIAL STATEMENTS
                                January 31, 1997
                                   (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.






                                       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 the Ferrellgas,  L.P. (the "Partnership"
     or "OLP"). 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 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.


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 $60,747,000 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.

     Interest  expense.  Interest  expense  decreased  16.0%  to  $7,729,000  as
compared to  $9,196,000 in the second  quarter of fiscal 1996.  This decrease is
primarily  the result of  decreased  borrowings  and to a lesser  extent a small
decrease in the overall  average  interest rate paid by the  Partnership  on its
borrowings.

                                       9
<PAGE>



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 $109,714,000 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  decreased  15.6% to  $15,371,000  as
compared  to  $18,208,000  in the first half of fiscal  1996.  This  decrease is
primarily  the result of decreased  borrowings, and to a lesser  extent 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 OLP 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 $29,508,000
for the six months ended January 31, 1997, compared to $25,425,000 for the prior
period.  This  increase is primarily due to the effect on net income and accrued
interest  payable by the April 1996  contribution  of the proceeds  from the MLP
Senior Notes partially  offset by 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 Operating Partnership declared a
cash distribution of $15,760,758 to its limited partner, payable March 14, 1997.
The distribution will fund Ferrellgas Partners,  L.P.'s cash distribution to its
unitholders.



                                       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       Amended and Restated  Agreement of Limited  Partnership  of
                     Ferrellgas,  L.P., dated as of April 23, 1996 (Incorporated
                     by  reference to Exhibit 3 to the  Partnership's  Quarterly
                     Report on Form 10-Q filed June 12, 1996.)

           3.2       Articles of Incorporation for Ferrellgas 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, 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 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 TEXT CONTAINS SUMMARY INFORMATION EXTRACTED FROM FERRELLGAS, L.P. AND
SUBSIDIARIES BALANCE SHEET ON JANUARY 31, 1997 AND THE STATEMENT OF EARNINGS 
ENDED JANUARY 31, 1997 AMD IS QUALIFIED IN ITS ENTIRETY BY REFER3NCE TO SUCH 
FINANCIAL STATEMENTS
</LEGEND>
<CIK>                         0000922359
<NAME>                        FERRELLGAS, L.P.
<MULTIPLIER>                                  1000
<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>                                         31127
<SECURITIES>                                   0
<RECEIVABLES>                                  160039
<ALLOWANCES>                                   1542
<INVENTORY>                                    50743
<CURRENT-ASSETS>                               254764
<PP&E>                                         601637
<DEPRECIATION>                                 203661
<TOTAL-ASSETS>                                 764678
<CURRENT-LIABILITIES>                          199286
<BONDS>                                        295092
<COMMON>                                       0
                          0
                                    0
<OTHER-SE>                                     258153
<TOTAL-LIABILITY-AND-EQUITY>                   764678
<SALES>                                        334414
<TOTAL-REVENUES>                               347056
<CGS>                                          203765
<TOTAL-COSTS>                                  277192
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             7729
<INCOME-PRETAX>                                58770
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            58770
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   58770
<EPS-PRIMARY>                                  0
<EPS-DILUTED>                                  0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
THIS TEXT CONTAINS SUMMARY INFORMATION EXTRACTED FROM FERRELLGAS, L.P. AND
SUBSIDIARIES BALANCE SHEET ON JANUARY 31, 1997 AND THE STATEMENT OF EARNINGS 
ENDED JANUARY 31, 1997 AMD IS QUALIFIED IN ITS ENTIRETY BY REFER3NCE TO SUCH 
FINANCIAL STATEMENTS
</LEGEND>
<CIK>                         0000922360
<NAME>                        FERRELLGAS FINANCE CORP.
<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>                                (45)
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            (45)
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   (45)
<EPS-PRIMARY>                                  0
<EPS-DILUTED>                                  0
        


</TABLE>


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