FERRELLGAS L P
10-Q, 1997-06-13
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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 April 30, 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 May 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 - April 30, 1997 and July 31, 1996  1

               Consolidated Statements of Earnings -
                    Three and six months ended April 30, 1997 and 1996         2

               Consolidated Statement of Partners' Capital -
                     Nine months ended April 30, 1997                          3

               Consolidated Statements of Cash Flows -
                     Nine months ended April 30, 1997 and 1996                 4

               Notes to Consolidated Financial Statements                      5


               Ferrellgas Finance Corp.

               Balance Sheets - April 30, 1997 and July 31, 1996               7

               Statements of Earnings - Three and nine months ended
               April 30, 1997 and 1996                                         7

               Statements of Cash Flows - Nine months ended
               April 30, 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 I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


                        FERRELLGAS, L.P. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                                 (in thousands)

<TABLE>
<CAPTION>


ASSETS                                                               April 30, 1997     July 31, 1996
- ------------------------------------                                 --------------     --------------
                                                                      (unaudited)
Current Assets:
<S>                                                                     <C>                <C>       
  Cash and cash equivalents                                             $   14,942         $   13,769
  Accounts and notes receivable                                            102,931             70,118
  Inventories                                                               43,807             41,395
  Prepaid expenses and other current assets                                  9,611              6,482
                                                                     --------------     --------------
    Total Current Assets                                                   171,291            131,764

  Property, plant and equipment, net                                       396,287            403,732
  Intangible assets, net                                                   101,862            107,960
  Other assets, net                                                          6,437              6,942
                                                                     --------------     --------------
    Total Assets                                                          $675,877           $650,398
                                                                     ==============     ==============



LIABILITIES AND PARTNERS' CAPITAL
- -----------------------------------
Current Liabilities:
  Accounts payable                                                       $  52,137          $  48,400
  Other current liabilities                                                 38,064             37,695
  Short-term borrowings                                                     18,566             25,520
                                                                     --------------     --------------
    Total Current Liabilities                                              108,767            111,615

  Long-term debt                                                           298,780            279,112
  Other liabilities                                                         12,440             12,402
  Contingencies and commitments

Partners' Capital
  Limited partner                                                          253,305            244,771
  General partner                                                            2,585              2,498
                                                                     --------------     --------------
    Total Partners' Capital                                                255,890            247,269
                                                                     --------------     --------------
    Total Liabilities and Partners' Capital                               $675,877           $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 nine months ended
                                              ----------------------------  -------------------------------
                                              April 30, 1997 April 30, 1996  April 30, 1997   April 30, 1996
                                              -------------------------------------------------------------

Revenues:
<S>                                               <C>            <C>            <C>               <C>     
  Gas liquids and related product sales           $181,426       $181,241       $672,604          $522,446
  Other                                             11,447          9,502         35,185            31,266
                                              -------------  -------------  -------------     -------------
    Total revenues                                 192,873        190,743        707,789           553,712

Cost of product sold (exclusive of
  depreciation, shown separately below)            108,018        105,263        412,858           300,844
                                              -------------  -------------  -------------     -------------

Gross profit                                        84,855         85,480        294,931           252,868

Operating expense                                   48,054         45,742        157,768           134,362
Depreciation and amortization expense               10,893          8,703         32,477            25,839
General and administrative expense                   3,466          2,981         11,234             9,535
Vehicle and tank lease expense                       1,949          1,418          5,356             3,621
                                              -------------  -------------  -------------     -------------

Operating income                                    20,493         26,636         88,096            79,511

Interest expense                                    (7,334)        (8,400)       (22,705)          (26,608)
Interest income                                        613            443          1,498             1,068
Loss on disposal of assets                            (114)          (314)          (864)           (1,084)
                                              -------------  -------------  -------------     -------------

Net earnings                                      $ 13,658       $ 18,365       $ 66,025          $ 52,887
                                              =============  =============  =============     =============


</TABLE>















                 See notes to consolidated financial statements

                                        2

<PAGE>
                        FERRELLGAS, L.P. AND SUBSIDIARIES

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

<TABLE>
<CAPTION>

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

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

Quarterly distributions                                (56,824)            (580)       (57,404)

Net earnings                                            65,358              667         66,025
                                               ----------------  --------------  ---------------

April 30, 1997                                        $253,305           $2,585       $255,890
                                               ================  =============== ==============

</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 nine months ended
                                                           ----------------------------------
                                                                  April 30,       April 30, 
                                                                    1997            1996
                                                           ----------------  ----------------

Cash Flows From Operating Activities:
<S>                                                                <C>               <C>    
 Net earnings                                                      $66,025           $52,887
 Reconciliation of net earnings to net cash from
  operating activities:
  Depreciation and amortization                                     32,477            25,839
  Other                                                              3,501             3,068
  Changes in  operating  assets and  liabilities
  net of effects  from  business acquisitions:
    Accounts and notes receivable                                  (33,933)          (21,800)
    Inventories                                                     (2,354)           20,062
    Prepaid expenses and other current assets                       (2,736)              429
    Accounts payable                                                 3,737           (12,573)
    Other current liabilities                                        1,797            (2,602)
    Other                                                               38               704
                                                           ----------------  ----------------
      Net cash provided by operating activities                     68,552            66,014
                                                           ----------------  ----------------

Cash Flows From Investing Activities:
 Business acquisitions                                             (11,663)           (3,342)
 Capital expenditures                                              (12,299)          (10,391)
 Other                                                               2,501             1,427
                                                           ----------------  ----------------
      Net cash used by investing activities                        (21,461)          (12,306)
                                                           ----------------  ----------------

Cash Flows From Financing Activities:
 Distributions                                                     (57,404)          (47,583)
 Additions to long-term debt (exclusive of debt
    assumed in acquisitions)                                        20,951             7,752
 Reductions of long-term debt                                       (2,118)          (94,319)
 Net reductions to short-term borrowings                            (6,954)          (20,000)
 Contributions from partners                                             0           158,372
 Other                                                                (393)                2
                                                           ----------------  ----------------
      Net cash provided (used) by financing activities             (45,918)            4,224
                                                           ----------------  ----------------

Increase in cash and cash equivalents                                1,173            57,932
Cash and cash equivalents - beginning of period                     13,769            29,877
                                                           ----------------  ----------------
Cash and cash equivalents - end of period                          $14,942           $87,809
                                                           ================  ================

Cash paid for interest                                             $25,853           $31,839
                                                           ================  ================
</TABLE>







                 See notes to consolidated financial statements

                                        4




<PAGE>
                        FERRELLGAS, L.P. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 APRIL 30, 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
     April 30, 1997 and April 30,  1996 are not  necessarily  indicative  of the
     results to be expected for a full year.
<TABLE>
<CAPTION>
D.   Inventories consist of:
                                                                                       April 30,        July 31,
      (in thousands)                                                                     1997             1996
                                                                                    ----------------  --------------
<S>                                                                                         <C>             <C>    
      Liquefied propane gas and related products                                            $35,914         $33,366
      Appliances, parts and supplies                                                          7,893           8,029
                                                                                    ---------------  ---------------
                                                                                            $43,807         $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:
                                                                                      April 30,         July 31,
      (in thousands)                                                                     1997             1996
                                                                                    ---------------  ---------------
<S>                                                                                       <C>              <C>     
      Property, plant and equipment                                                       $604,646         $596,107
      Less:  accumulated depreciation                                                      208,359          192,375
                                                                                    ---------------  ---------------
                                                                                          $396,287         $403,732
                                                                                    ===============  ===============
</TABLE>

     Intangibles, net  consist of:
<TABLE>
<CAPTION>

                                                                                      April 30,         July 31,
      (in thousands)                                                                     1997             1996
                                                                                    ---------------  ---------------
<S>                                                                                       <C>              <C>     
      Intangibles                                                                         $207,606         $203,761
      Less:  accumulated amortization                                                      105,744           95,801
                                                                                    ---------------  ---------------
                                                                                          $101,862         $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 $86,404,000.

     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
     allocated as follows:  (i) working capital of  $17,934,000,  (ii) property,
     plant and  equipment  of  $62,891,000  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>
0
                                                                                           Nine months ended
                                                                                    --------------------------------
                                                                                                       Pro Forma
                                                                                      April 30,        April 30,
      (in thousands)                                                                     1997             1996
                                                                                    ---------------  ---------------
<S>                                                                                       <C>              <C>     
      Total revenues                                                                      $707,789         $630,124
      Net earnings                                                                          66,025           60,816

</TABLE>

                                       6
<PAGE>

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

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                          April 30,                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                                                          759                     545

Accumulated deficit                                                                (759)                   (545)
                                                                      -------------------     -------------------
Total Stockholder's Equity                                                       $1,000                  $1,000
                                                                      ===================     ===================
</TABLE>




<TABLE>
<CAPTION>

                             STATEMENTS OF EARNINGS
                                   (unaudited)

                                   ---------------------------------------    -------------------------------------
                                             Three Months Ended                        Nine Months Ended
                                   ---------------------------------------    -------------------------------------
                                        April 30,            April 30,           April 30,            April 30,
                                           1997                 1996                1997                1996
                                   ---------------------  -----------------   -----------------    ----------------

<S>                                         <C>                      <C>               <C>                  <C>  
General and administrative                  $ 169                    $ -               $ 214                $  89
expense

                                   ---------------------  -----------------   -----------------    ----------------
Net loss                                    $(169)                   $ -               $(214)                $(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>

                                                                                      Nine Months Ended
                                                                           -----------------------------------------
                                                                                April 30,             April 30,
                                                                                  1997                   1996
                                                                           --------------------    -----------------

Cash Flows From Operating Activities:
<S>                                                                                    <C>                <C>     
  Net loss                                                                             $ (214)            $   (89)
                                                                           --------------------    -----------------
      Cash used by operating activities                                                  (214)                (89)
                                                                           --------------------    -----------------

Cash Flows From Financing Activities:
 Capital contribution                                                                     214                 545
 Net advance from affiliate                                                                                  (153)
                                                                           --------------------    -----------------
      Cash provided by financing activities                                               214                 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
                                 April 30, 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 nine months  ended April 30,  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 April 30, 1997 vs. April 30, 1996

     Total Revenues.  Total revenues increased slightly as compared to the third
quarter  of fiscal  1996,  primarily  due to  increased  sales  price per retail
gallon,  offset by decreased  retail propane  volumes,  and a slight decrease 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 in the cost of product  Retail  prices  remained at higher
levels than the prior year to cover some higher cost inventory  purchased during
the first half of the fiscal year, retail volumes decreased 11.0% to 163,323,000
gallons as  compared to  183,458,000  gallons  for the same  quarter  last year,
primarily  due to  significantly  warmer than normal  temperatures  and customer
conservation  efforts,  partially  offset by  increased  volumes  attributed  to
acquisitions.  During the quarter,  temperatures as reported by the American Gas
Association  were 14% warmer  than the same period last year and 11% warmer than
normal.

     Gross Profit. Gross profit decreased slightly to $84,855,000 as compared to
$85,480,000 in the third quarter of fiscal 1996,  primarily due to the effect of
significantly  warmer weather,  customer  conservation efforts and lower trading
profits offset by the increased volumes attributed to acquisitions, supply gains
and a small increase in retail margins.

     Operating  Expenses.  Operating  expenses  increased 5.1% to $48,054,000 as
compared to  $45,742,000  in the third  quarter of fiscal 1996  primarily due to
acquisition  related  increases in personnel  costs,  plant and office expenses,
vehicle and other  expenses,  partially  offset by favorable  general  liability
claims experience.

     Depreciation  and  Amortization.   Depreciation  and  amortization  expense
increased  25.2% to  $10,893,000  as compared to $8,703,000  for the same period
last year primarily due to acquisitions of propane businesses.

     Interest  expense.  Interest  expense  decreased  12.7%  to  $7,334,000  as
compared to  $8,400,000  in the third  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>



Nine Months Ended April 30, 1997 vs. April 30, 1996

     Total Revenues.  Total revenues increased 27.8% to $707,789,000 as compared
to $553,712,000 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 in the cost of product which in turn caused an increase in
sales price per gallon.  Retail volumes increased 7.6% to 600,021,000 gallons as
compared to 557,897,000 gallons for the same period last year,  primarily due to
the increase in volumes related to acquisitions  partially offset by warmer than
normal  temperatures  and  customer  conservation  efforts.  Fiscal  1997 winter
temperatures as reported by the American Gas Association were 6% warmer than the
same period last year and 4% warmer than normal.  Revenues from other operations
increased by $22,298,000  primarily due to increased wholesale marketing volumes
and an increased price per gallon.

     Gross Profit.  Gross profit  increased 16.6% to $294,931,000 as compared to
$252,868,000 in the same period last year,  primarily as the result of increased
volumes attributed to acquisitions,  supply gains and a small increase in retail
margins,  partially  offset  by  the  effect  of  warmer  weather  and  customer
conservation efforts.

     Operating  Expenses.  Operating expenses increased 17.4% to $157,768,000 as
compared  to  $134,362,000  in  the  same  period  last  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  25.7% to $32,477,000  as compared to $25,839,000  for the same period
last year primarily due to acquisitions of propane businesses.

     Interest  expense.  Interest  expense  decreased  14.7% to  $22,705,000  as
compared to $26,608,000 in the same period last year. 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  existing  bank lines.  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 $68,552,000
for the nine months ended April 30, 1997,  compared to $66,014,000  for the same
period last year. 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 and the impact of acquisitions.

     Investing  Activities.  During the nine months  ended April 30,  1997,  the
Partnership  made  total   acquisition   capital   expenditures  of  $10,484,000
(including  working  capital  acquired of  $114,000).  This amount was funded by
$11,663,000 cash payments (including  $1,771,000 for transition costs previously
accrued  for  fiscal  1996   acquisitions)  and  $592,000  in  other  costs  and
consideration.

     During the nine months ended April 30, 1997,  the  Partnership  made growth
and maintenance capital expenditures of $12,299,000  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 nine months  ended April 30,  1997,  the
Partnership  borrowed  $13,997,000  from its Credit  Facility  to fund  expected
seasonal working capital needs, business acquisitions, and capital expenditures.
At April  30,  1997,  $58,500,000  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 $26,570,000. At April 30, 1997, the Operating Partnership
had  $119,930,000  available  for  general  corporate,  acquisition  and working
capital  purposes  under the Credit  Facility.  On May 19, 1997,  the  Operating
Partnership  declared a cash distribution of $23,260,758 to its limited partner,
payable June 13, 1997. The distribution  will fund Ferrellgas  Partners,  L.P.'s
cash distribution to its unitholders and the $7,500,000  interest payment on its
Senior  Subordinated  Notes. The interest payment on the Notes covers the period
from December 15, 1996 to June 14, 1997. The next interest  payment on the Notes
will take place on December 15, 1997.



                                       11
<PAGE>



                           PART II - OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS.
           None.

ITEM 2.    CHANGES IN SECURITIES.
           None.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES.
           None.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
           None.

ITEM 5.    OTHER INFORMATION.
           None.

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K.

          (a)  Exhibits
           3.1       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: June 13, 1997                 By     /s/ Danley K. Sheldon
                                           Danley K. Sheldon
                                           President and
                                           Chief Financial Officer (Principal
                                           Financial and Accounting Officer)





                                    FERRELLGAS FINANCE CORP.



Date: June 13, 1997                 By     /s/ Danley K. Sheldon
                                           Danley K. Sheldon
                                           President and
                                           Chief Financial Officer (Principal
                                           Financial and Accounting Officer)


                                       13


<TABLE> <S> <C>

       
<S> <C>

<ARTICLE>                     5
<LEGEND>
THIS TEXT CONTAINS SUMMARY INFORMATION EXTRACTED FROM FERRELLGAS, L.P. AND
SUBSIDIARIES CONSOLIDATED BALANCE SHEET ON APRIL 30, 1997 AND THE STATEMENT OF
EARNINGS ENDED APRIL 30, 1997 AMD IS QUALIFIED IN ITS ENTIRETY BY REFERENCE 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>                                 FEB-01-1997
<PERIOD-END>                                   APR-30-1997
<EXCHANGE-RATE>                                1
<CASH>                                         14942
<SECURITIES>                                   0
<RECEIVABLES>                                  102931
<ALLOWANCES>                                   0
<INVENTORY>                                    43807
<CURRENT-ASSETS>                               171291
<PP&E>                                         604646
<DEPRECIATION>                                 208359
<TOTAL-ASSETS>                                 675877
<CURRENT-LIABILITIES>                          108767
<BONDS>                                        298780
<COMMON>                                       0
                          0
                                    0
<OTHER-SE>                                     255890
<TOTAL-LIABILITY-AND-EQUITY>                   675877
<SALES>                                        181426
<TOTAL-REVENUES>                               192873
<CGS>                                          108018
<TOTAL-COSTS>                                  168914
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             7334
<INCOME-PRETAX>                                13658
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            13658
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   13658
<EPS-PRIMARY>                                  0
<EPS-DILUTED>                                  0
        


        

</TABLE>

<TABLE> <S> <C>

       
<S> <C>


<ARTICLE>                     5
<LEGEND>
THIS TEXT CONTAINS SUMMARY INFORMATION EXTRACTED FROM FERRELLGAS FINANCE CORP'S
BALANCE SHEET ON APRIL 30, 1997 AND THE STATEMENT OF EARNINGS
ENDED APRIL 30, 1997 AMD IS QUALIFIED IN ITS ENTIRETY BY REFERENCE 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>                                 FEB-01-1997
<PERIOD-END>                                   APR-30-1997
<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>                                   169
<OTHER-EXPENSES>                                0
<LOSS-PROVISION>                                0
<INTEREST-EXPENSE>                              0
<INCOME-PRETAX>                                 (169)
<INCOME-TAX>                                    0
<INCOME-CONTINUING>                             (169)
<DISCONTINUED>                                  0
<EXTRAORDINARY>                                 0
<CHANGES>                                       0
<NET-INCOME>                                    (169)
<EPS-PRIMARY>                                   0
<EPS-DILUTED>                                   0
        


        

</TABLE>


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