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, 1998
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 43-167759
---------------------------- -------------------------------
(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 20, 1998, 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, 1998 and July 31, 1997 1
Consolidated Statements of Earnings -
Three and six months ended
January 31, 1998 and 1997 2
Consolidated Statement of Partners' Capital -
Six months ended January 31, 1998 3
Consolidated Statements of Cash Flows -
Six months ended January 31, 1998 and 1997 4
Notes to Consolidated Financial Statements 5
Ferrellgas Finance Corp.
Balance Sheets - January 31, 1998 and July 31, 1997 7
Statements of Earnings - Three and six months
ended January 31, 1998 and 1997 7
Statements of Cash Flows - Three and six months
ended January 31, 1998 and 1997 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 13
ITEM 2. CHANGES IN SECURITIES 13
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 13
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 13
ITEM 5. OTHER INFORMATION 13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 13
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FERRELLGAS, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
ASSETS January 31, July 31,
1998 1997
- ------------------------------------------------------------- -------------- --------------
(unaudited)
Current Assets:
<S> <C> <C>
Cash and cash equivalents $ 13,505 $ 14,787
Accounts and notes receivable 100,620 61,835
Inventories 26,543 43,112
Prepaid expenses and other current assets 11,651 10,102
-------------- --------------
Total Current Assets 152,319 129,836
Property, plant and equipment, net 401,468 405,736
Intangible assets, net 107,742 112,058
Other assets, net 5,679 6,147
-------------- --------------
Total Assets $667,208 $653,777
============== ==============
LIABILITIES AND PARTNERS' CAPITAL
- -------------------------------------------------------------
Current Liabilities:
Accounts payable $ 45,443 $ 39,322
Other current liabilities 36,427 47,546
Short-term borrowings 41,882 21,786
-------------- --------------
Total Current Liabilities 123,752 108,654
Long-term debt 335,340 327,334
Other liabilities 12,617 12,354
Contingencies and commitments
Partners' Capital
Limited partner 193,524 203,360
General partner 1,975 2,075
-------------- --------------
Total Partners' Capital 195,499 205,435
-------------- --------------
Total Liabilities and Partners' Capital $667,208 $653,777
============== ==============
</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, January 31,
1998 1997 1998 1998
------------- ------------- ------------- -------------
(restated) (restated)
Revenues:
<S> <C> <C> <C> <C>
Gas liquids and related product sales $235,993 $334,414 $379,044 $491,178
Other 12,818 12,642 22,972 23,738
------------- ------------- ------------- -------------
Total revenues 248,811 347,056 402,016 514,916
Cost of product sold (exclusive of
depreciation, shown separately below) 130,879 208,798 217,495 310,370
------------- ------------- ------------- -------------
Gross profit 117,932 138,258 184,521 204,546
Operating expense 54,884 60,747 104,947 109,714
Depreciation and amortization expense 10,987 10,753 22,524 21,584
General and administrative expense 3,858 4,001 8,279 7,768
Vehicle and tank lease expense 2,499 1,927 4,811 3,407
------------- ------------- ------------- -------------
Operating income 45,704 60,830 43,960 62,073
Interest expense (8,719) (7,729) (16,965) (15,371)
Interest income 402 506 799 885
Gain (loss) on disposal of assets (372) 130 (306) (750)
------------- ------------- ------------- -------------
Net earnings $ 37,015 $ 53,737 $ 27,488 $ 46,837
============= ============= ============= =============
</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, 1997 $ 203,360 $ 2,075 $ 205,435
Additions to capital in connection
with acquisitions 2,020 21 2,041
Quarterly distributions (39,066) (399) (39,465)
Net earnings 27,210 278 27,488
---------------- --------------- -------------------
January 31, 1998 $ 193,524 $ 1,975 $ 195,499
================ =============== ===================
</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,
1998 1997
---------------- ---------------
(restated)
Cash Flows From Operating Activities:
<S> <C> <C>
Net earnings $27,488 $46,837
Reconciliation of net earnings to net cash
from operating activities:
Depreciation and amortization 22,524 21,584
Other 2,376 2,898
Changes in operating assets and liabilities
net of effects from business acquisitions:
Accounts and notes receivable (39,795) (89,558)
Inventories 16,081 (3,657)
Prepaid expenses and other current assets (1,544) (7,658)
Accounts payable 6,121 47,870
Other current liabilities (10,537) 11,447
Other 263 (255)
---------------- ---------------
Net cash provided by operating activities 22,977 29,508
---------------- ---------------
Cash Flows From Investing Activities:
Business acquisitions (3,577) (9,606)
Capital expenditures (10,081) (7,820)
Other 1,986 2,088
---------------- ---------------
Net cash used by investing activities (11,672) (15,338)
---------------- ---------------
Cash Flows From Financing Activities:
Net additions to short-term borrowings 20,096 29,557
Additions to long-term debt 7,167 15,955
Reductions of long-term debt (421) (584)
Distributions (39,465) (41,483)
Other 36 (257)
---------------- ---------------
Net cash provided (used) by financing activities (12,587) 3,188
---------------- ---------------
Increase (decrease) in cash and cash equivalents (1,282) 17,358
Cash and cash equivalents - beginning of period 14,787 13,769
---------------- ---------------
Cash and cash equivalents - end of period $13,505 $31,127
================ ===============
Cash paid for interest $16,322 $13,358
================ ===============
</TABLE>
See notes to consolidated financial statements
4
<PAGE>
FERRELLGAS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 1998
(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, 1998 and January 31, 1997 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) 1998 1997
---------------- --------------
<S> <C> <C>
Liquefied propane gas and related products $18,252 $35,351
Appliances, parts and supplies 8,291 7,761
---------------- --------------
$26,543 $43,112
================ ==============
</TABLE>
In addition to inventories on hand, Ferrellgas, L.P. (the "Partnership",
"Operating Partnership", or the "OLP") enters into contracts to buy
product for supply purposes. Nearly all such contracts have terms of less
than one year and most call for payment based on market prices at date of
delivery. All fixed price contracts have terms of less than one year. As
of January 31, 1998, the Partnership does not have a material commitment
to purchase propane from its suppliers whereby the volume, price and date
of delivery have been agreed.
<TABLE>
<CAPTION>
Property, plant and equipment, net consist of:
January 31, July 31,
(in thousands) 1998 1997
--------------- ---------------
<S> <C> <C>
Property, plant and equipment $620,640 $614,974
Less: accumulated depreciation 219,172 209,238
--------------- ---------------
$401,468 $405,736
=============== ===============
Intangible assets, net consist of:
January 31, July 31,
(in thousands) 1998 1997
--------------- ---------------
Intangible assets $224,007 $221,269
Less: accumulated amortization 116,265 109,211
--------------- ---------------
$107,742 $112,058
=============== ===============
</TABLE>
5
<PAGE>
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.
6
<PAGE>
FERRELLGAS FINANCE CORP.
(a wholly owned subsidiary of Ferrellgas, L.P.)
BALANCE SHEETS
<TABLE>
<CAPTION>
January 31, July 31,
ASSETS 1998 1997
- -------------------------------------------------------------------- ------------------- -------------------
(unaudited)
<S> <C> <C>
Cash $1,000 $1,000
------------------- -------------------
Total Assets $1,000 $1,000
=================== ===================
</TABLE>
STOCKHOLDER'S EQUITY
- --------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C>
Payable to affiliate $ 45 $ 0
Common stock, $1.00 par value; 2,000 shares
authorized; 1,000 shares issued and outstanding 1,000 1,000
Additional paid in capital 759 759
Accumulated deficit (804) (759)
------------------- -------------------
Total Stockholder's Equity 955 1,000
------------------- -------------------
Total Liabilities and Stockholder's Equity $1,000 $1,000
=================== ===================
</TABLE>
STATEMENTS OF EARNINGS
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended Three Months Ended Six Months Ended Six Months Ended
January 31, January 31, January 31, January 31,
1998 1997 1998 1997
--------------------- ---------------------- ------------------- -----------------
<S> <C> <C> <C> <C>
General and administrative expense $ 45 $ 45 $ 45 $ 45
--------------------- ---------------------- ------------------- -----------------
Net loss $ (45) $(45) $ (45) $(45)
===================== ====================== =================== =================
</TABLE>
See notes 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 Six Months Ended
January 31, January 31,
1998 1997
-------------------- --------------------
Cash Flows From Operating Activities:
<S> <C> <C>
Net loss $ (45) $ (45)
-------------------- --------------------
Cash used by operating activities (45) (45)
-------------------- --------------------
Cash Flows From Financing Activities:
Net advance from affiliate 45 9 0
Capital contribution 0 45
-------------------- --------------------
Cash provided by financing activities 45 45
-------------------- --------------------
Increase (decrease) in cash - -
Cash - beginning of period 1,000 1,000
-------------------- --------------------
Cash - end of period $1,000 $1,000
==================== ====================
</TABLE>
See note to financial statements.
NOTE TO FINANCIAL STATEMENTS
JANUARY 31, 1998
(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 Ferrellgas, L.P. 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.
Forward-looking statements
Statements included in this report that are not historical facts, including
a statement concerning the General Partner's belief that the OLP will have
sufficient funds to meet its obligations are forward-looking statements. Such
statements are subject to risks and uncertainties that could cause actual
results to differ materially from those expressed in or implied by the
statements. The risks and uncertainties include but are not limited to the
following and their effect on the Partnership's operations: a) the effect of
weather conditions on demand for propane, b) price and availability of propane
supplies, c) the availability of capacity to transport propane to market areas,
d) competition from other energy sources and within the propane industry, e)
operating risks incidental to transporting, storing, and distributing propane,
f) changes in interest rates, g) governmental legislation and regulations, h)
energy efficiency and technology trends and i) other factors that are discussed
in the Partnership's filings with the Securities and Exchange Commission.
Fiscal 1997 Quarterly Restatement
In the Form 10-K originally filed on October 29, 1997, an inventory costing
adjustment affecting all quarters during fiscal 1997 was quantified and
discussed in the "Selected Quarterly Financial Data" section of Item 7. The
Partnership originally reflected the entire adjustment in the fourth quarter of
fiscal 1997 instead of restating each quarter affected. Subsequent to the
original filing of Form 10-K, the Partnership determined that the quarters
affected by the inventory costing adjustment should be restated to more
accurately reflect the Partnership's fiscal 1997 quarterly results used for
comparative purposes. Thus, the Partnership restated all fiscal 1997 quarterly
results affected by this adjustment with the filing of a Form 10-K/A on January
28, 1998. This Form 10-Q reflects the restatement of the Statements of Earnings
and Statements of Cash Flows for the three and six months ended January 31, 1997
after giving retroactive effect to the inventory costing adjustments.
Year 2000 Compliance
The Partnership has evaluated the "Year 2000" computer programming issue
and does not believe that it will have a material impact on its business,
operations or its financial condition.
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, 1998 and 1997, are not necessarily
indicative of the results to be expected for a full year. Other factors
affecting the results of operations include competitive conditions, demand for
product, variations in weather and fluctuations in propane prices. As the
Partnership has grown through acquisitions, fixed costs such as personnel costs,
depreciation and interest expense have increased. Over time, these fixed cost
increases have caused losses in the first and fourth quarters and net income in
the second and third quarters to be more pronounced.
9
<PAGE>
Three Months Ended January 31, 1998 vs. January 31, 1997
Total Revenues. Total revenues decreased 28.3% to $248,811,000 as compared
to $347,056,000 in the second quarter of fiscal 1997, primarily due to decreased
sales price per retail gallon, decreased retail propane volumes, and a decrease
in revenues from other operations (wholesale marketing, chemical feedstocks and
net trading operations), partially offset by an increase in retail sales volume
due to the effect of acquisitions.
Retail sales prices per gallon were significantly lower than those in same
quarter last year due to the unusually higher wholesale cost of propane
experienced in the prior year. Retail volumes decreased 11.1% to 243,981,000
gallons as compared to 274,417,000 gallons for the same quarter last year,
primarily due to warmer weather than the same period as last year. Fiscal 1998
winter temperatures, as reported by the American Gas Association ("AGA"), were
8% warmer than the same quarter last year and 6% warmer than normal. Fiscal 1998
warmer than normal temperatures were also compounded by the El Nino weather
factors of reduced wind chill, humidity, snow and cloud cover. Revenues from
other operations decreased by $17,377,000 primarily due to a decreased wholesale
marketing price per gallon and decreased chemical feedstocks marketing volumes.
Gross Profit. Gross profit decreased 14.7% to $117,932,000 as compared to
$138,258,000 in the second quarter of fiscal 1997, primarily as the result of
decreased retail propane volumes attributed to the warmer weather and to a
lesser extent slightly lower retail margins, partially offset by the effect of
acquisitions.
Operating Expenses. Operating expenses decreased 9.7% to $54,884,000 as
compared to $60,747,000 in the second quarter of fiscal 1997 primarily due to
lower variable costs associated with delivering fewer gallons, partially offset
by acquisition related increases in personnel costs, plant and office expenses,
vehicle and other expenses.
Depreciation and Amortization. Depreciation and amortization expense
increased 2.2% to $10,987,000 as compared to $10,753,000 for the year ago period
primarily due to acquisitions of propane businesses.
Interest expense. Interest expense increased 12.8% to $8,719,000 as
compared to $7,729,000 in the second quarter of fiscal 1997. This increase is
primarily the result of increased borrowings, partially offset by a small
decrease in the overall average interest rate paid by the Partnership on its
borrowings.
Six Months Ended January 31, 1998 vs. January 31, 1997
Total Revenues. Total revenues decreased 21.9% to $402,016,000 as compared
to $514,916,000 for the prior period, primarily due to decreased sales price per
retail gallon, decreased retail propane volumes, and a decrease in revenues from
other operations (wholesale marketing, chemical feedstocks and net trading
operations), partially offset by an increase in retail sales volume due to the
effect of acquisitions.
Retail sales prices per gallon were significantly lower than those during
the prior year due to the unusually higher wholesale cost of propane experienced
in the prior year. Retail volumes decreased 8.8% to 398,476,000 gallons as
compared to 436,698,000 gallons for the same period last year, primarily due to
warmer weather than the prior year. Fiscal 1998 winter temperatures, as reported
by the AGA, were 6% warmer than the same period as last year and 6% warmer than
normal. Fiscal 1998 warmer than normal temperatures were also compounded by the
El Nino weather factors of reduced wind chill, humidity, snow and cloud cover.
Revenues from other operations decreased by $23,535,000 primarily due to
decreased wholesale marketing price per gallon and decreased chemical feedstocks
marketing volumes.
10
<PAGE>
Gross Profit. Gross profit decreased 9.8% to $184,521,000 as compared to
$204,546,000 in the year ago period, primarily as the result of decreased retail
propane volumes attributed to the effect of warmer weather, partially offset by
the effect of acquisitions.
Operating Expenses. Operating expenses decreased 4.3% to $104,947,000 as
compared to $109,714,000 in the first half of fiscal 1997 primarily due to lower
variable costs associated with delivering fewer gallons partially offset by
acquisition related increases in personnel costs, plant and office expenses, and
vehicle and other expenses.
Depreciation and Amortization. Depreciation and amortization expense
increased 4.4% to $22,524,000 as compared to $21,584,000 for the year ago period
primarily due to acquisitions of propane businesses.
Interest expense. Interest expense increased 10.4% to $16,965,000 as
compared to $15,371,000 in the first half of fiscal 1997. This increase is
primarily the result of increased borrowings, partially offset by a small
decrease in the overall average interest rate paid by the Partnership on its
borrowings.
Liquidity and Capital Resources
The ability of the OLP to satisfy its obligations is dependent upon future
performance, which will be subject to prevailing economic, financial, business
and weather conditions and other factors, many of which are beyond its control.
For the fiscal year ending July 31, 1998, the General Partner believes that the
OLP will have sufficient funds to meet the OLP's obligations.
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
1,800,322 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.
Operating Activities. Cash provided by operating activities was $22,977,000
for the six months ended January 31, 1998, compared to $29,508,000 for the prior
period. This decrease is primarily due to the net effect of decreased net
income, receivables, inventory, payables and other current liabilities as
compared to January 31, 1997, caused primarily by the decrease in propane prices
and reduced retail volume activity as compared to those experienced during the
second quarter of fiscal 1997.
Investing Activities. During the six months ended January 31, 1998, the
Partnership made total acquisition capital expenditures of $5,696,000. This
amount was funded by $3,577,000 cash payments (including $1,026,000 for
transition costs previously accrued for fiscal 1997 acquisitions) $2,000,000 of
common units issued and $1,145,000 of noncompete notes.
During the six months ended January 31, 1998, the Partnership made growth
and maintenance capital expenditures of $10,081,000 consisting primarily of the
following: 1) relocating and upgrading district plant facilities, 2) additions
to Partnership-owned customer tanks and cylinders, 3) vehicle lease buyouts, and
4) 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 1998, the Partnership expects growth and maintenance
capital expenditures to increase slightly over fiscal 1997 levels.
11
<PAGE>
Financing Activities. During the six months ended January 31, 1998, the
Partnership borrowed $27,263,000 from its Credit Facility to fund working
capital, business acquisitions, and capital expenditure needs. At January 31,
1998, $113,800,000 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 $22,915,000. At
January 31, 1998, the Operating Partnership had $68,285,000 available for
general corporate, acquisition and working capital purposes under the Credit
Facility. On February 17, 1998, the Operating Partnership declared a cash
distribution of $15,804,747 to its limited partners, payable March 16, 1998. The
distribution will fund Ferrellgas Partners, L.P.'s cash distribution to its
unitholders.
Adoption of New Accounting Standards. The Financial Accounting Standards
Board recently issued the following new accounting standards: SFAS No. 130
"Reporting Comprehensive Income" and SFAS No. 131 "Disclosures About Segments of
an Enterprise and Related Information." SFAS Nos. 130 and 131 are required to be
adopted by the Partnership for the fiscal year ended July 31, 1999. The adoption
of both standards is not expected to have a material effect on the Partnership's
financial position or results of operations.
12
<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 - Ferrellgas, L.P. (filed in
electronic format only)
27.2 Financial Data Schedule - Ferrellgas Finance Corp. (file
in electronic format only)
(b) Reports on Form 8-K
None.
13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrants have duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FERRELLGAS, L.P.
By Ferrellgas, Inc. (General Partner)
Date: March 17, 1998 By /s/ Danley K. Sheldon
----------------------
Danley K. Sheldon
President and
Chief Financial Officer (Principal
Financial and Accounting Officer)
FERRELLGAS FINANCE CORP.
Date: March 17, 1998 By /s/ Danley K. Sheldon
----------------------
Danley K. Sheldon
Senior Vice President and
Chief Financial Officer (Principal
Financial and Accounting Officer)
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
(THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
FERRELLGAS, L.P. AND SUBSIDIARY BALANCE SHEET ON JANUARY 31, 1998
AND THE STATEMENT OF EARNINGS ENDING JANUARY 31, 1998 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS)
</LEGEND>
<CAPTION>
<CIK> 0000922359
<NAME> Ferrellgas,L.P.
<MULTIPLIER> 1,000
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-31-1998
<PERIOD-START> NOV-01-1997
<PERIOD-END> JAN-31-1998
<EXCHANGE-RATE> 1
<CASH> 13,505
<SECURITIES> 0
<RECEIVABLES> 100,620
<ALLOWANCES> 0
<INVENTORY> 26,543
<CURRENT-ASSETS> 152,319
<PP&E> 620,640
<DEPRECIATION> 219,172
<TOTAL-ASSETS> 667,208
<CURRENT-LIABILITIES> 123,752
<BONDS> 335,340
<COMMON> 0
0
0
<OTHER-SE> 195,499
<TOTAL-LIABILITY-AND-EQUITY> 667,208
<SALES> 235,993
<TOTAL-REVENUES> 248,811
<CGS> 130,879
<TOTAL-COSTS> 199,249
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,719
<INCOME-PRETAX> 37,015
<INCOME-TAX> 0
<INCOME-CONTINUING> 37,015
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 37,015
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
(THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
FERRELLGAS FINANCE CORP. BALANCE SHEET ON JANUARY 31, 1998
AND THE STATEMENT OF EARNINGS ENDING JANUARY 31, 1998 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS)
</LEGEND>
<CAPTION>
<CIK> 0000922360
<NAME> Ferrellgas Finance Corp
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-31-1998
<PERIOD-START> NOV-01-1997
<PERIOD-END> JAN-31-1998
<EXCHANGE-RATE> 1
<CASH> 1,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,000
<CURRENT-LIABILITIES> 45
<BONDS> 0
<COMMON> 1,000
0
0
<OTHER-SE> (45)
<TOTAL-LIABILITY-AND-EQUITY> 1,000
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<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>
