-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HbTXpT7+A/Dd/Mcx1s2iizTgPN3ygkp4b0GLl2i+e+FOvKgCj+U5h1kjV83zGx93 +ocTW+0ggnh2aexHLNgnnA== 0000922359-95-000023.txt : 19951214 0000922359-95-000023.hdr.sgml : 19951214 ACCESSION NUMBER: 0000922359-95-000023 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19951031 FILED AS OF DATE: 19951213 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FERRELLGAS L P CENTRAL INDEX KEY: 0000922359 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 431676206 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 033-53379 FILM NUMBER: 95601175 BUSINESS ADDRESS: STREET 1: ONE LIBERTY PLAZA CITY: LIBERTY STATE: MO ZIP: 64068 BUSINESS PHONE: 8167921600 MAIL ADDRESS: STREET 1: ONE LIBERTY PLAZA CITY: LIBERTY STATE: MO ZIP: 64068 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FERRELLGAS FINANCE CORP CENTRAL INDEX KEY: 0000922360 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 431677595 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 033-53379-01 FILM NUMBER: 95601176 BUSINESS ADDRESS: STREET 1: ONE LIBERTY PLAZA CITY: LIBERTY STATE: MO ZIP: 64068 BUSINESS PHONE: 8167921600 MAIL ADDRESS: STREET 1: ONE LIBERTY PLAZA CITY: LIBERTY STATE: MO ZIP: 64068 10-Q 1 10-Q - FULL DOCUMENT W/O FDS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended October 31, 1995 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from __________ to __________ Commission file numbers: 33-53379 33-53379-01 Ferrellgas, L.P. Ferrellgas Finance Corp. (Exact name of registrants as specified in their charters) Delaware 43-1698481 Delaware 43-1677595 (States or other jurisdictions of (I.R.S. Employer Identification Nos.) incorporation or organization) One Liberty Plaza, Liberty, Missouri 64068 (Address of principal executive offices) (Zip Code) Registrants' telephone number, including area code: (816) 792-1600 Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes [X] No [ ] At November 15, 1995, Ferrellgas Finance Corp. had 1,000 shares of $1.00 par value common stock outstanding. FERRELLGAS PARTNERS, L.P. FERRELLGAS, L.P. FERRELLGAS FINANCE CORP. Table of Contents Page PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Ferrellgas Partners, L.P. and Subsidiary - ---------------------------------------- Consolidated Balance Sheets - October 31, 1995 and July 31, 1995 1 Consolidated Statements of Earnings - Three months ended October 31, 1995 and 1994 2 Consolidated Statements of Cash Flows - Three months ended October 31, 1995 and 1994 3 Notes to Consolidated Financial Statements 4 Ferrellgas, L.P. and Subsidiaries - --------------------------------- Consolidated Balance Sheets - October 31, 1995 and July 31, 1995 5 Consolidated Statements of Earnings - Three months ended October 31, 1995 and 1994 6 Consolidated Statements of Cash Flows - Three months ended October 31, 1995 and 1994 7 Notes to Consolidated Financial Statements 8 Ferrellgas Finance Corp. - ------------------------ Balance Sheets - October 31, 1995 and July 31, 1995 9 Statements of Earnings - Three months ended October 31, 1995 and 1994 9 Statements of Cash Flows - Three months ended October 31, 1995 and 1994 10 Note to Financial Statements 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 11 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS 13 ITEM 2. CHANGES IN SECURITIES 13 ITEM 3. DEFAULTS UPON SENIOR SECURITIES 13 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 13 ITEM 5. OTHER INFORMATION 13 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 13 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS FERRELLGAS PARTNERS, L.P. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS (in thousands, except unit data) October 31, July 31, ASSETS 1995 1995 - ---------------------------------------------------------------------- ----------- ---------- (unaudited) Current Assets: Cash and cash equivalents $ 14,570 $ 29,877 Accounts and notes receivable 75,108 58,239 Inventories 53,370 44,090 Prepaid expenses and other current assets 10,583 5,884 ----------- ---------- Total Current Assets 153,631 138,090 Property, plant and equipment, net 346,040 345,642 Intangible assets, net 86,840 86,886 Other assets, net 7,787 7,978 ----------- ----------- Total Assets $594,298 $578,596 =========== ========== LIABILITIES AND PARTNERS' CAPITAL - --------------------------------------------------------------------------- Current Liabilities: Accounts payable $ 73,577 $ 57,729 Other current liabilities 30,718 31,433 Short-term borrowings 31,600 20,000 ----------- ---------- Total Current Liabilities 135,895 109,162 Long-term debt 347,423 338,188 Other liabilities 11,058 11,398 Contingencies and commitments Minority interest 1,009 1,211 Partners' Capital: Common unitholders (14,540,900 and 14,398,942 units outstanding in October 1995 and July 1995, respectively) 77,125 84,489 Subordinated unitholders (16,593,721 units outstanding in both October 1995 and July 1995) 79,664 91,824 General partner (57,876) (57,676) ----------- ---------- Total Partners' Capital 98,913 118,637 ----------- ---------- Total Liabilities and Partners' Capital $594,298 $578,596 =========== ==========
See notes to consolidated financial statements. 1 FERRELLGAS PARTNERS, L.P. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF EARNINGS (in thousands, except per unit data) (unaudited) Three months ended ---------------------------------- October 31, October 31, 1995 1994 ---------------- --------------- Revenues: Gas liquids and related product sales $114,529 $111,784 Other 10,059 7,629 ---------------- --------------- Total revenues 124,588 119,413 Cost of product sold (exclusive of depreciation, shown separately below) 69,109 67,411 ---------------- --------------- Gross profit 55,479 52,002 Operating expense 40,870 35,051 Depreciation and amortization expense 8,326 7,147 General and administrative expense 3,435 2,314 Vehicle lease expense 1,086 1,040 ---------------- --------------- Operating income 1,762 6,450 Interest expense (9,012) (7,098) Interest income 256 169 Loss on disposal of assets (384) (194) ---------------- --------------- Earnings (loss) before minority interest (7,378) (673) Minority interest (75) (7) ---------------- --------------- Net earnings (loss) (7,303) (666) General partner's interest in net earnings (loss) (73) (7) ---------------- --------------- Limited partners' interest in net earnings (loss) $ (7,230) $ (659) ================ =============== Net earnings (loss) per limited partner unit $ (0.23) $ (0.02) ================ =============== Weighted average number of units outstanding 31,036.1 30,693.7 ================ ===============
See notes to consolidated financial statements. 2 FERRELLGAS PARTNERS, L.P. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited) Three months ended ------------------------------- October 31, October 31, 1995 1994 -------------- --------------- Cash Flows From Operating Activities: Net earnings (loss) $(7,303) $ (666) Reconciliation of net earnings (loss) to net cash from operating activities: Depreciation and amortization 8,326 7,147 Other 891 749 Changes in operating assets and liabilities net of effects from business acquisitions: Accounts and notes receivable (16,900) (17,545) Inventories (9,130) (24,689) Prepaid expenses and other current assets (4,699) (1,542) Accounts payable 16,196 20,112 Other current liabilities (1,434) (353) Other liabilities (339) (159) -------------- --------------- Net cash used by operating activities (14,392) (16,946) -------------- --------------- Cash Flows From Investing Activities: Business acquisitions (1,650) Capital expenditures (3,649) (3,844) Other 464 (98) -------------- --------------- Net cash used by investing activities (4,835) (3,942) -------------- --------------- Cash Flows From Financing Activities: Net additions to short-term borrowings 11,600 20,000 Additions to long-term debt 8,153 Reductions of long-term debt (87) (225) Distributions (15,813) Other 67 (329) -------------- --------------- Net cash provided by financing activities 3,920 19,446 -------------- --------------- Decrease in cash and cash equivalents (15,307) (1,442) Cash and cash equivalents - beginning of period 29,877 14,535 ============== =============== Cash and cash equivalents - end of period $14,570 $13,093 ============== =============== Cash paid for interest $13,117 $ 395 ============== ===============
See notes to consolidated financial statements. 3 FERRELLGAS PARTNERS, L.P. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 1995 (unaudited) A. The financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the interim periods presented. All adjustments to the financial statements were of a normal, recurring nature. B. The propane industry is seasonal in nature with peak activity during the winter months. Therefore, the results of operations for the periods ended October 31, 1995 and October 31, 1994 are not necessarily indicative of the results to be expected for a full year. C. Inventories consist of:
October 31, July 31, (in thousands) 1995 1995 -------------- -------------- Liquefied propane gas and related products $46,791 $37,550 Appliances, parts and supplies 6,579 6,540 ============== ============== $53,370 $44,090 ============== ==============
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.
Property, plant and equipment, net consist of: October 31, July 31, (in thousands) 1995 1995 -------------- -------------- Property, plant and equipment $525,970 $521,110 Less: accumlated depreciation 179,930 175,468 -------------- -------------- $346,040 $345,642 ============== ==============
Intangibles, net consist of: October 31, July 31, (in thousands) 1995 1995 -------------- -------------- Intangibles $170,725 $168,881 Less: accumulated amortization 83,885 81,995 -------------- -------------- $ 86,840 $ 86,886 ============== ==============
D. The Partnership is threatened with or named as a defendant in various lawsuits which, among other items, claim damages for product liability. It is not possible to determine the ultimate disposition of these matters; however, management is of the opinion that there are no known claims or contingent claims that are likely to have a material adverse effect on the results of operations or financial condition of the Partnership. E. On September 13, 1995, the Partnership paid a cash distribution of $0.50 per unit for the quarter ended July 31, 1995. On November 17, 1995, the Partnership declared its first-quarter cash distribution of $0.50 per unit, payable December 14, 1995. On November 18, 1994, the Partnership declared an initial cash distribution of $0.65 per unit, payable December 14, 1994. This initial cash distribution covered the period from July 5, 1994, when the Partnership began operations, to October 31, 1994, the end of the first full fiscal quarter. Accordingly, the distribution was prorated. 4 FERRELLGAS, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (in thousands) October 31, July 31, ASSETS 1995 1995 - ---------------------------------------------------------------------- ---------------- ----------------- (unaudited) Current Assets: Cash and cash equivalents $ 14,570 $ 29,877 Accounts and notes receivable 75,108 58,239 Inventories 53,370 44,090 Prepaid expenses and other current assets 10,583 5,884 ---------------- ----------------- Total Current Assets 153,631 138,090 Property, plant and equipment, net 346,040 345,642 Intangible assets, net 86,840 86,886 Other assets, net 7,787 7,978 ================ ================= Total Assets $594,298 $578,596 ================ ================= LIABILITIES AND PARTNERS' CAPITAL - ---------------------------------------------------------------------- Current Liabilities: Accounts payable $ 73,577 $ 57,729 Other current liabilities 30,716 31,432 Short-term borrowings 31,600 20,000 ---------------- ----------------- Total Current Liabilities 135,893 109,161 Long-term debt 347,423 338,188 Other liabilities 11,059 11,398 Contingencies and commitments Partners' Capital: Limited partner 98,914 118,638 General partner 1,009 1,211 ---------------- ----------------- Total Partners' Capital 99,923 119,849 ---------------- ----------------- Total Liabilities and Partners' Capital $594,298 $578,596 ================ =================
See notes to consolidated financial statements. 5 FERRELLGAS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS (in thousands) (unaudited) Three months ended ---------------------------------- October 31, October 31, 1995 1994 --------------- ---------------- Revenues: Gas liquids and related product sales $114,529 $111,784 Other 10,059 7,629 --------------- ---------------- Total revenues 124,588 119,413 Cost of product sold (exclusive of depreciation, shown separately below) 69,109 67,411 --------------- ---------------- Gross profit 55,479 52,002 Operating expense 40,870 35,051 Depreciation and amortization expense 8,326 7,147 General and administrative expense 3,435 2,314 Vehicle lease expense 1,086 1,040 --------------- ---------------- Operating income 1,762 6,450 Interest expense (9,012) (7,098) Interest income 256 169 Loss on disposal of assets (384) (194) --------------- ---------------- Net earnings (loss) $(7,378) $ (673) =============== ================
See notes to consolidated financial statements. 6 FERRELLGAS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited) Three months ended ---------------------------------- October 31, October 31, 1995 1994 ---------------- ---------------- Cash Flows From Operating Activities: Net earnings (loss) $(7,378) $ (673) Reconciliation of net earnings (loss) to net cash from operating activities: Depreciation and amortization 8,326 7,147 Other 966 749 Changes in operating assets and liabilities net of effects from business acquisitions: Accounts and notes receivable (16,900) (17,545) Inventories (9,130) (24,689) Prepaid expenses and other current assets (4,699) (1,542) Accounts payable 16,196 20,112 Other current liabilities (1,434) (353) Other (339) (159) ---------------- ---------------- Net cash used by operating activities (14,392) (16,953) ---------------- ---------------- Cash Flows From Investing Activities: Business acquisitions (1,650) Capital expenditures (3,649) (3,844) Other 464 (98) ---------------- ---------------- Net cash used by investing activities (4,835) (3,942) ---------------- ---------------- Cash Flows From Financing Activities: Net additions to short-term borrowings 11,600 20,000 Additions to long-term debt 8,153 Reductions of long-term debt (87) (225) Distributions (15,813) Other 67 (322) ---------------- ---------------- Net cash provided by financing activities 3,920 19,453 ---------------- ---------------- Decrease in cash and cash equivalents (15,307) (1,442) Cash and cash equivalents - beginning of period 29,877 14,535 ---------------- ---------------- Cash and cash equivalents - end of period $14,570 $13,093 ================ ================ Cash paid for interest $13,117 $ 395 ================ ================
See notes to consolidated financial statements. 7 FERRELLGAS, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 1995 (unaudited) A. The financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the interim periods presented. All adjustments to the financial statements were of a normal, recurring nature. B. The propane industry is seasonal in nature with peak activity during the winter months. Therefore, the results of operations for the periods ended October 31, 1995 and October 31, 1994 are not necessarily indicative of the results to be expected for a full year. C. Inventories consist of:
October 31, July 31, (in thousands) 1995 1995 ---------------- -------------- Liquefied propane gas and related products $46,791 $37,550 Appliances, parts and supplies 6,579 6,540 ================ ============== $53,370 $44,090 ================ ==============
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.
Property, plant and equipment, net consist of: October 31, July 31, (in thousands) 1995 1995 -------------- -------------- Property, plant and equipment $525,970 $521,110 Less: accumlated depreciation 179,930 175,468 -------------- -------------- $346,040 $345,642 ============== ==============
Intangibles, net consist of: October 31, July 31, (in thousands) 1995 1995 -------------- -------------- Intangibles $170,725 $168,881 Less: accumulated amortization 83,885 81,995 -------------- -------------- $ 86,840 $ 86,886 ============== ==============
D. The Partnership is threatened with or named as a defendant in various lawsuits which, among other items, claim damages for product liability. It is not possible to determine the ultimate disposition of these matters; however, management is of the opinion that there are no known claims or contingent claims that are likely to have a material adverse effect on the results of operations or financial condition of the Partnership. 8 FERRELLGAS FINANCE CORP. (A wholly owned subsidiary of Ferrellgas, L.P.)
BALANCE SHEETS October 31, July 31, ASSETS 1995 1995 - -------------------------------------------------------------------- ------------------- ------------------- (unaudited) Cash $737 $697 ------------------- ------------------- Total Assets $737 $697 =================== =================== LIABILITIES AND STOCKHOLDER'S EQUITY - -------------------------------------------------------------------- Payable to affiliate $282 $153 Common stock, $1.00 par value; 2,000 shares authorized; 1,000 shares issued and outstanding 1,000 1,000 Accumulated deficit (545) (456) ------------------- ------------------- Total Stockholder's Equity 455 544 ------------------- ------------------- Total Liabilities and Stockholder's Equity $737 $697 =================== ===================
STATEMENTS OF EARNINGS (unaudited) Three Months Ended ----------------------------------------- October 31, October 31, 1995 1994 ------------------- ------------------- General and administrative expense $ 89 $ 40 ------------------- ------------------ Net earnings (loss) $(89) $(40) =================== =================== See note to financial statements.
9 FERRELLGAS FINANCE CORP. (A wholly owned subsidiary of Ferrellgas, L.P.)
STATEMENTS OF CASH FLOWS (unaudited) Three Months Ended ------------------------------------------ October 31, October 31, 1995 1994 ------------------- -------------------- Cash Flows From Operating Activities: Net loss $(89) $(40) ------------------- -------------------- Cash used by operating activities (89) (40) ------------------- -------------------- Cash Flows From Financing Activities: Net advance from affiliate 129 ------------------- -------------------- Cash provided by financing activities 129 ------------------- -------------------- Increase (decrease) in cash 40 (40) Cash - beginning of period 697 1,000 ------------------- -------------------- Cash - end of period $737 $960 =================== ==================== See note to financial statements.
NOTE TO FINANCIAL STATEMENTS OCTOBER 31, 1995 (unaudited) The financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the interim periods presented. All adjustments to the financial statements were of a normal, recurring nature. 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is a discussion of the results of operations and liquidity and capital resources of the Ferrellgas, L.P. (the "Operating Partnership"). Because the Operating Partnership accounts for all of the consolidated assets, sales and earnings of the Ferrellgas Partners, L.P. (the "Partnership" or "MLP"), a separate discussion of the results of operations and liquidity and capital resources of the Partnership is not presented. Ferrellgas Finance Corp. has nominal assets and does not conduct any operations. Accordingly, a discussion of the results of operations and liquidity and capital resources is not presented. Results of Operations - --------------------- The propane industry is seasonal in nature with peak activity during the winter months. Due to the seasonality of the business, results of operations for the three months ended October 31, 1995 and 1994, are not necessarily indicative of the results to be expected for a full year. Other factors affecting the results of operations include competitive conditions, demand for product, variations in weather and fluctuations in propane prices. Three Months Ended October 31, 1995 vs. October 31, 1994 - -------------------------------------------------------- Total Revenues. Total revenues increased 4.3% to $124,588,000 as compared to $119,413,000 for the prior period. The increase is principally due to revenues contributed by businesses acquired in November 1994, partially offset by weather related decreases in agricultural demand and declines in trading and chemical feedstocks activity. The agricultural industry experienced a wet spring and dry summer which generated approximately $4 million less propane demand due to smaller, dryer grain and tobacco harvests. Also offsetting the acquisition growth, is an approximate $7 million reduction in trading and chemical feedstocks revenues due to unusually strong trading markets and petrochemical demand in the prior year. Gross Profit. Gross profit increased 6.7% to $55,479,000 as compared to $52,002,000 for the prior period. Retail operations results improved due to an increase in gallons sold to 131,368,000 gallons as compared to 122,309,000 for the prior period attributable to acquisition related growth, offset by a slight decrease in retail margins due to higher cost of product and aggressive pricing strategies by competitors. Gross profit generated from trading and chemical feedstocks sales declined due to the low market volatility and the petrochemical industry slow down as compared to the prior year. Operating Expenses. Operating expenses increased 16.6% to $40,870,000 as compared to $35,051,000 for the prior period. The increase is principally attributable to acquisition related increases in personnel costs, plant and office expenses, and vehicle and other expenses. Depreciation and Amortization. Depreciation and amortization expense increased 16.5% to $8,326,000 as compared to $7,147,000 for the prior period primarily due to acquisitions of propane businesses. Net Loss. Net loss increased to $7,378,000 as compared to $673,000 for the prior period primarily due to the acquisition driven increases in operating expense, depreciation and amortization, general and administrative expense, vehicle lease expense, and interest expense which were not offset by the increase in gross margin due to the seasonality of LP sales. 11 Liquidity and Capital Resources - ------------------------------- The ability of the Operating Partnership to satisfy its obligations is dependent upon future performance, which will be subject to prevailing economic, financial, business and weather conditions and other factors, many of which are beyond its control. For the fiscal year ending July 31, 1996, the General Partner believes that the Operating Partnership will generate sufficient Cash from Operations (as defined in the Partnership Agreement) to meet its obligations and enable it to distribute the Minimum Quarterly Distribution ($0.50 per Unit) on all Common Units and Subordinated Units. Future maintenance and working capital needs of the Operating Partnership are expected to be provided by cash generated from future operations, existing cash balances and the working capital borrowing facility. In order to fund expansive capital projects and future acquisitions, the Operating Partnership may borrow on existing bank lines or the MLP may issue additional Common Units. Toward this purpose, the MLP maintains a shelf registration statement filed with the Securities and Exchange Commission registering 2,400,000 Common Units representing limited partner interests in the MLP. The Common Units may be issued from time to time by the MLP in connection with the Operating Partnership's acquisition of other businesses, properties or securities in business combination transactions. On November 17, 1995, the Partnership declared a cash distribution of $0.50 per unit, payable December 14, 1995. Cash Flows From Operating Activities. Cash used by operating activities was $14,392,000 for the three months ended October 31, 1995. This was primarily due to the following seasonal effects: increases in accounts receivable due to the seasonal increase in customer deliveries towards the latter part of the first quarter and inventory purchases in preparation for the winter heating season, partially offset by the increase in accounts payable due to effective working capital management. Cash Flows From Investing Activities. During the three months ended October 31, 1995, the Operating Partnership made aggregate growth and maintenance capital expenditures of $3,649,000 consisting primarily of the following: 1) additions to Partnership-owned customer tanks and cylinders, 2) relocating and upgrading district plant facilities, and 3) development and upgrading computer equipment and software. Capital requirements for repair and maintenance of property, plant and equipment are relatively low since technological change is limited and the useful lives of propane tanks and cylinders, the Operating Partnership's principal physical assets, are generally long. The Operating Partnership maintains its vehicle and transportation equipment fleet by leasing light- and medium-duty trucks and tractors. The General Partner believes vehicle leasing is a cost effective method for meeting the Partnership's transportation equipment needs. The Partnership does not have any material commitments of funds for capital expenditures other than to support the current level of operations. During the three months ended October 31, 1995, the Operating Partnership made total acquisition capital expenditures of $6,321,000 (including working capital acquired of $360,000). This amount was funded by $1,650,000 cash, $3,200,000 issuance of MLP equity units, and $1,471,000 other costs and consideration. The Partnership continues seeking to expand its operations through strategic acquisitions of smaller retail propane operations located throughout the United States. These acquisitions will be funded through internal cash flow, external borrowings or the issuance of additional Partnership interests. Cash Flows From Financing Activities. During the three months ended October 31, 1995, the Operating Partnership borrowed $19,753,000 from its Credit Facility to fund business acquisitions, capital expenditures and working capital needs. 12 Effects of Inflation. In the past the Partnership has generally been able to adjust its sales price of product in response to market demand, cost of product, competitive factors and other industry trends. Consequently, changing prices as a result of inflationary pressures has not had a material adverse effect on profitability although revenues may be affected. Inflation has not materially impacted the results of operations and management does not believe normal inflationary pressures will have a material adverse effect on the profitability of the Partnership in the future. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. None. ITEM 2. CHANGES IN SECURITIES. None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None. ITEM 5. OTHER INFORMATION. None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits 27 Financial Data Schedule (filed in electronic format only) (b) Reports on Form 8-K The registrants filed the following reports on Form 8-K were filed during the three months ended October 31, 1995: Form 8-K/A Amendment No. 2 dated November 10, 1994 (filed August 16, 1995), reporting under Item 7 the unaudited pro forma consolidated financial statements of Ferrellgas Partners, L.P. and Vision Energy Resources, Inc. 13 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized. FERRELLGAS, L.P. By Ferrellgas, Inc. (General Partner) Date: December 12, 1995 By /s/ Danley K. Sheldon ------------------------ Danley K. Sheldon Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) FERRELLGAS FINANCE CORP. Date: December 12, 1995 By /s/ Danley K. Sheldon ------------------------ Danley K. Sheldon Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) EX-27 2 ART. 5 FDS FOR THE 3 MONTHS ENDED 10/31/95
5 (THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FERRELLGAS, L.P. AND SUBSIDIARIES BALANCE SHEET ON OCTOBER 31, 1995 AND THE STATEMENT OF EARNINGS ENDING OCTOBER 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS) 0000922359 Ferrellgas, L.P. 1,000 U.S. Dollars 3-MOS JUL-31-1996 AUG-01-1995 OCT-31-1995 1 14,570 0 75,108 0 53,370 153,631 525,970 179,930 594,298 135,893 347,423 0 0 0 99,923 594,298 114,529 124,588 69,109 119,391 0 0 9,012 (7,378) 0 (7,378) 0 0 0 (7,378) 0 0 1. For the Ferrellgas, L.P. ("OLP"), ownership is maintained by the Ferrellgas Partners, L.P.("MLP") and Ferrellgas Inc. ("GP"). Thus, there is no market and no relevant characteristics of either Common or Preferred Stock. Classification is reasonable. 2. A determination was made that depreciation & amortization and vehicle leases are more appropriately reflected as costs and expenses related to sales and revenues. Therefore, there will be no amounts reported for item 5-03(b)3 "other costs/expenses".
EX-27 3 ART. 5 FDS FOR THE 3 MONTHS ENDED 10/31/95
5 (THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FERRELLGAS FINANCE CORP BALANCE SHEET ON OCTOBER 31, 1995 AND THE STATEMENT OF EARNINGS ENDING OCTOBER 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS) 0000922360 Ferrellgas Finance Corp 1,000 U.S. Dollars 3-MOS JUL-31-1996 AUG-01-1995 OCT-31-1995 1 737 0 0 0 0 737 0 0 737 282 0 1,000 0 0 (545) 737 0 0 0 0 0 0 0 (89) 0 (89) 0 0 0 (89) 0 0 1. Ferrellgas Finance has no income statement items other than totals as their only costs are G&A, and such costs are not required in the Financial Data Schedule.
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