-----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, Im18wg4Q8H5TAVYD+wembwmZ0xjSKMAnnfTiDMG7vzh2vF8cSqmR1xbCnYImFWSf +6qN7pAucRWyszdyhOYimw== 0000922359-97-000002.txt : 19970317 0000922359-97-000002.hdr.sgml : 19970317 ACCESSION NUMBER: 0000922359-97-000002 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970131 FILED AS OF DATE: 19970314 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FERRELLGAS L P CENTRAL INDEX KEY: 0000922359 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] 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: 97556408 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: 97556409 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 OLP AND FINANCE CORP 10Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended January 31, 1997 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from __________ to __________ Commission file numbers: 33-53379 33-53379-01 Ferrellgas, L.P. Ferrellgas Finance Corp. - -------------------------------------------------------------------------------- (Exact name of registrants as specified in their charters) Delaware 43-1698481 Delaware 43-1677595 - ---------------------------- ------------------------------- (States or other jurisdictions of (I.R.S. Employer Identification Nos.) incorporation or organization) One Liberty Plaza, Liberty, Missouri 64068 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrants' telephone number, including area code: (816) 792-1600 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ] At February 15, 1997, Ferrellgas Finance Corp. had 1,000 shares of $1.00 par value common stock outstanding. FERRELLGAS, L.P. FERRELLGAS FINANCE CORP. Table of Contents Page PART I - FINANCIAL INFORMATION ITEM 1.FINANCIAL STATEMENTS Ferrellgas, L.P. and Subsidiaries Consolidated Balance Sheets - January 31, 1997 and July 31, 1996 1 Consolidated Statements of Earnings - Three and six months ended January 31, 1997 and 1996 2 Consolidated Statement of Partners' Capital - Six months ended January 31, 1997 3 Consolidated Statements of Cash Flows - Six months ended January 31, 1997 and 1996 4 Notes to Consolidated Financial Statements 5 Ferrellgas Finance Corp. Balance Sheets - January 31, 1997 and July 31, 1996 7 Statements of Earnings - Three and six months ended January 31, 1997 and 1996 7 Statements of Cash Flows - Six months ended January 31, 1997 and 1996 8 Note to Financial Statements 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 9 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS 12 ITEM 2. CHANGES IN SECURITIES 12 ITEM 3. DEFAULTS UPON SENIOR SECURITIES 12 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 12 ITEM 5. OTHER INFORMATION 12 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 12 PART 1 - FINANCIAL STATEMENTS ITEM 1. FINANCIAL STATEMENTS FERRELLGAS, L.P. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands)
ASSETS January 31, 1997 July 31, 1996 - ------------------------------------------------------------- --------------------------------- (unaudited) Current Assets: Cash and cash equivalents $ 31,127 $ 13,769 Accounts and notes receivable 158,497 70,118 Inventories 50,743 41,395 Prepaid expenses and other current assets 14,397 6,482 -------------- -------------- Total Current Assets 254,764 131,764 Property, plant and equipment, net 397,976 403,732 Intangible assets, net 105,246 107,960 Other assets, net 6,692 6,942 -------------- -------------- Total Assets $764,678 $650,398 ============== ==============
LIABILITIES AND PARTNERS' CAPITAL - ------------------------------------------------------------- Current Liabilities: Accounts payable $ 96,270 $ 48,400 Other current liabilities 47,939 37,695 Short-term borrowings 55,077 25,520 -------------- -------------- Total Current Liabilities 199,286 111,615 Long-term debt 295,092 279,112 Other liabilities 12,147 12,402 Contingencies and commitments Partners' Capital Limited partner 255,545 244,771 General partner 2,608 2,498 -------------- -------------- Total Partners' Capital 258,153 247,269 -------------- -------------- Total Liabilities and Partners' Capital $764,678 $650,398 ============== ==============
See notes to consolidated financial statements 1 FERRELLGAS, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (in thousands) (unaudited)
For the three months ended For the six months ended ---------------------------- ------------------------------- January 31, January 31, January 31, Jnauary 31, 1997 1996 1997 1996 ------------- ------------- ------------- ------------- Revenues: Gas liquids and related product sales $334,414 $226,676 $491,178 $341,205 Other 12,642 11,705 23,738 21,764 ------------- ------------- ------------- ------------- Total revenues 347,056 238,381 514,916 362,969 Cost of product sold (exclusive of depreciation, shown separately below) 203,765 126,472 304,840 195,581 ------------- ------------- ------------- ------------- Gross profit 143,291 111,909 210,076 167,388 Operating expense 60,747 47,750 109,714 88,620 Depreciation and amortization expense 10,753 8,810 21,584 17,136 General and administrative expense 4,001 3,119 7,768 6,554 Vehicle and tank lease expense 1,927 1,117 3,407 2,203 ------------- ------------- ------------- ------------- Operating income 65,863 51,113 67,603 52,875 Interest expense (7,729) (9,196) (15,371) (18,208) Interest income 506 369 885 625 Gain (loss) on disposal of assets 130 (386) (750) (770) ------------- ------------- ------------- ------------- Net earnings $ 58,770 $ 41,900 $ 52,367 $ 34,522 ============= ============= ============= =============
See notes to consolidated financial statements 2 FERRELLGAS, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL (in thousands) (unaudited)
Limited General Total partners' partner partner capital ---------------- --------------- ------------------- July 31, 1996 $ 244,771 $ 2,498 $ 247,269 Quarterly distributions (41,064) (419) (41,483) Net earnings 51,838 529 52,367 ---------------- --------------- ------------------- January 31, 1997 $ 255,545 $ 2,608 $ 258,153 ================ =============== ===================
See notes to consolidated financial statements. 3 FERRELLGAS, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited)
For the six months ended ---------------------------------- January 31, January 31, 1997 1996 ------------------ -------------- Cash Flows From Operating Activities: Net earnings $52,367 $34,522 Reconciliation of net loss to net cash from operating activities: Depreciation and amortization 21,584 17,136 Other 2,898 2,126 Changes in operating assets and liabilities net of effects from business acquisitions: Accounts and notes receivable (89,558) (77,355) Inventories (9,187) 6,631 Prepaid expenses and other current assets (7,658) (744) Accounts payable 47,870 36,986 Other current liabilities 11,447 5,082 Other (255) 1,041 ---------------- ---------------- Net cash provided by operating activities 29,508 25,425 ---------------- ---------------- Cash Flows From Investing Activities: Business acquisitions (9,606) (3,079) Capital expenditures (7,820) (7,218) Other 2,088 1,288 ---------------- ---------------- Net cash used by investing activities (15,338) (9,009) ---------------- ---------------- Cash Flows From Financing Activities: Net additions to short-term borrowings 29,557 (1,000) Additions to long-term debt 15,955 7,752 Reductions of long-term debt (584) (354) Distributions (41,483) (31,698) Other (257) 1,260 ---------------- ---------------- Net cash provided (used) by financing activities 3,188 (24,040) ---------------- ---------------- Increase (decrease) in cash and cash equivalents 17,358 (7,624) Cash and cash equivalents - beginning of period 13,769 29,877 ================ ================ Cash and cash equivalents - end of period $31,127 $22,253 ================ ================ Cash paid for interest $10,795 $16,996 ================ ================
See notes to consolidated financial statements 4 FERRELLGAS, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 1997 (unaudited) A. The financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the interim periods presented. All adjustments to the financial statements were of a normal, recurring nature. B. The preparation of financial statements in conformity with generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from these estimates. C. The propane industry is seasonal in nature with peak activity during the winter months. Therefore, the results of operations for the periods ended January 31, 1997 and January 31, 1996 are not necessarily indicative of the results to be expected for a full year.
D. Inventories consist of: January 31, July 31, (in thousands) 1997 1996 ---------------- -------------- Liquefied propane gas and related products $43,069 $33,366 Appliances, parts and supplies 7,674 8,029 ---------------- -------------- $50,743 $41,395 ================ ==============
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: January 31, July 31, (in thousands) 1997 1996 --------------- --------------- Property, plant and equipment $601,637 $596,107 Less: accumulated depreciation 203,661 192,375 --------------- --------------- $397,976 $403,732 =============== =============== Intangibles, net consist of: January 31, July 31, (in thousands) 1997 1996 --------------- --------------- Intangibles $207,719 $203,761 Less: accumulated amortization 102,473 95,801 --------------- --------------- $105,246 $107,960 =============== ===============
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 F. On April 30, 1996, Ferrellgas, Inc. (the "General Partner") consummated the purchase of all of the stock of Skelgas Propane, Inc. ("Skelgas"), a subsidiary of Superior Propane, Inc. of Toronto, Canada. The cash purchase price, after working capital adjustments, was $86,400,000. As of May 1, 1996, the General Partner (i) caused Skelgas and each of its subsidiaries to be merged into the General Partner and (ii) transferred all of the assets of Skelgas and its subsidiaries to Ferrellgas, L.P., (the "Operating Partnership"). In exchange, the Operating Partnership assumed substantially all of the liabilities, whether known or unknown, associated with Skelgas and its subsidiaries and their propane business (excluding income tax liabilities). In consideration of the retention by the General Partner of certain income tax liabilities, Ferrellgas Partners, L.P. (the "Partnership") issued 41,203 Common Units to the General Partner. The liabilities assumed by the Operating Partnership included the loan agreement under which the General Partner borrowed funds to pay the purchase price for Skelgas. Immediately following the transfer of assets and related transactions described above, the Operating Partnership repaid the loan with cash and borrowings under the Operating Partnership's existing acquisition bank credit line. The total assets contributed to the Operating Partnership (at the General Partner's cost basis) have been preliminarily allocated as follows: (i) working capital of $17,897,000, (ii) property, plant and equipment of $64,475,000 and (iii) the balance to intangible assets. The transaction has been accounted for as a purchase and, accordingly, the results of operations of Skelgas have been included in the consolidated financial statements from the dates of contribution. The following pro forma financial information assumes the acquisition of Skelgas and the contribution of $157,592,000 by the limited and general partners occurred as of August 1, 1995. The contribution occurred subsequent to the Ferrellgas Partners, L.P. issuance of the 9 3/8% $160,000,000 Senior Secured Notes in April, 1996.
Six months ended -------------------------------- Pro Forma January 31, January 31, (in thousands) 1997 1996 --------------- --------------- Total revenues $514,916 $408,026 Net earnings 52,367 35,007
6 FERRELLGAS FINANCE CORP. (a wholly owned subsidiary of Ferrellgas, L.P.) BALANCE SHEETS
January 31, July 31, ASSETS 1997 1996 - --------------------------------------------------------- ------------------- ------------------- (unaudited) Cash $1,000 $1,000 ------------------- ------------------- Total Assets $1,000 $1,000 =================== ===================
STOCKHOLDER'S EQUITY - --------------------------------------------------------- Common stock, $1.00 par value; 2,000 shares authorized; 1,000 shares issued and outstanding $1,000 $1,000 Additional paid in capital 590 545 Accumulated deficit (590) (545) ------------------- ------------------- Total Stockholder's Equity $1,000 $1,000 =================== ===================
STATEMENTS OF EARNINGS (unaudited)
--------------------------------------- ------------------------------------- Three Months Ended Six Months Ended --------------------------------------- ------------------------------------- January 31, January 31, January 31, January 31, 1997 1996 1997 1996 --------------------- ----------------- ----------------- ---------------- General and administrative $ 45 $ - $ 45 $ 89 expense --------------------- ----------------- ----------------- ---------------- Net loss $ (45) $ - $ (45) $ (89) ===================== ================= ================= ================
See note to financial statements. 7 FERRELLGAS FINANCE CORP. (A wholly owned subsidiary of Ferrellgas,L.P.) STATEMENTS OF CASH FLOWS (unaudited)
Six Months Ended ----------------------------------------- January 31, January 31, 1997 1996 -------------------- ----------------- Cash Flows From Operating Activities: Net loss $ (45) $ (89) -------------------- ----------------- Cash used by operating activities (45) (89) -------------------- ----------------- Cash Flows From Financing Activities: Capital contribution 45 545 Net advance from affiliate (153) -------------------- ----------------- Cash provided by financing activities 45 392 -------------------- ----------------- Increase in cash 0 303 Cash - beginning of period 1,000 697 -------------------- ----------------- Cash - end of period $1,000 $1,000 ==================== =================
See note to financial statements. NOTE TO FINANCIAL STATEMENTS January 31, 1997 (unaudited) The financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the interim periods presented. All adjustments to the financial statements were of a normal, recurring nature. 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is a discussion of the results of operations and liquidity and capital resources of the Ferrellgas, L.P. (the "Partnership" or "OLP"). Ferrellgas Finance Corp. has nominal assets and does not conduct any operations. Accordingly, a discussion of the results of operations and liquidity and capital resources is not presented. Results of Operations The propane industry is seasonal in nature with peak activity during the winter months. Due to the seasonality of the business, results of operations for the three and six months ended January 31, 1997 and 1996, are not necessarily indicative of the results to be expected for a full year. Other factors affecting the results of operations include competitive conditions, demand for product, variations in weather and fluctuations in propane prices. Three Months Ended January 31, 1997 vs. January 31, 1996 Total Revenues. Total revenues increased 45.6% to $347,056,000 as compared to $238,381,000 in the second quarter of fiscal 1996, primarily due to increased sales price per retail gallon, increased retail propane volumes, and an increase in revenues from other operations (wholesale marketing, chemical feedstocks and net trading operations). A volatile propane market during the quarter caused a significant increase to the cost of product which in turn caused an increase in sales price per gallon. Propane spot market prices began to decline late in the quarter ended January 31, 1997, returning to historical levels. Management does not expect third quarter revenues to be materially affected by the propane market factors that occurred during the first half of fiscal 1997. Retail volumes increased 12.9% to 274,417,000 gallons as compared to 243,070,000 gallons for the year ago quarter, primarily due to acquisitions, and to a lesser extent a strong crop drying season partially offset by slightly warmer temperatures than the prior year and customer conservation efforts. Revenues from other operations increased by $15,725,000 primarily due to increased wholesale marketing volumes and an increased price per gallon. Gross Profit. Gross profit increased 28.0% to $143,291,000 as compared to $111,909,000 in the second quarter of fiscal 1996, primarily as the result of increased retail propane volumes attributed to acquisitions, and also due to trading and supply gains and a small increase in retail margins, partially offset by the impact of slightly warmer weather and customer conservation. Operating Expenses. Operating expenses increased 27.2% to $60,747,000 as compared to $47,750,000 in the second quarter of fiscal 1996 primarily due to acquisition related increases in personnel costs, plant and office expenses, vehicle and other expenses. Depreciation and Amortization. Depreciation and amortization expense increased 22.1% to $10,753,000 as compared to $8,810,000 for the year ago period primarily due to acquisitions of propane businesses. Interest expense. Interest expense decreased 16.0% to $7,729,000 as compared to $9,196,000 in the second quarter of fiscal 1996. This decrease is primarily the result of decreased borrowings and to a lesser extent a small decrease in the overall average interest rate paid by the Partnership on its borrowings. 9 Six Months Ended January 31, 1997 vs. January 31, 1996 Total Revenues. Total revenues increased 41.9% to $514,916,000 as compared to $362,969,000 for the prior period, primarily due to increased sales price per retail gallon, increased retail propane volumes, and an increase in revenues from other operations (wholesale marketing, chemical feedstocks and net trading operations). A volatile propane market during the first half of fiscal 1997 caused a significant increase to the cost of product which in turn caused an increase in sales price per gallon. Retail volumes increased 16.6% to 436,698,000 gallons as compared to 374,439,000 gallons for the year ago period, primarily due to acquisitions, and to a lesser extent a strong crop drying season partially offset by slightly warmer temperatures than the prior year and customer conservation efforts. Revenues from other operations increased by $22,006,000 primarily due to increased wholesale marketing volumes and an increased price per gallon. Gross Profit. Gross profit increased 25.5% to $210,076,000 as compared to $167,388,000 in the year ago period, primarily as the result of increased retail propane volumes attributed to acquisitions, and also due to trading and supply gains and a small increase in retail margins, partially offset by the impact of slightly warmer weather and customer conservation. Operating Expenses. Operating expenses increased 23.8% to $109,714,000 as compared to $88,620,000 in the first half of fiscal 1996 primarily due to acquisition related increases in personnel costs, plant and office expenses, and vehicle and other expenses. Depreciation and Amortization. Depreciation and amortization expense increased 26.0% to $21,584,000 as compared to $17,136,000 for the year ago period primarily due to acquisitions of propane businesses. Interest expense. Interest expense decreased 15.6% to $15,371,000 as compared to $18,208,000 in the first half of fiscal 1996. This decrease is primarily the result of decreased borrowings, and to a lesser extent a small decrease in the overall average interest rate paid by the Partnership on its borrowings. Liquidity and Capital Resources The ability of the MLP to satisfy its obligations is dependent upon future performance, which will be subject to prevailing economic, financial, business and weather conditions and other factors, many of which are beyond its control. For the fiscal year ending July 31, 1997, the General Partner believes that the OLP will have sufficient funds to meet its obligations and enable it to distribute to the MLP sufficient funds to permit the MLP to meet its obligations with respect to the MLP Senior Notes issued in April 1996, and enable it to distribute the Minimum Quarterly Distribution ($0.50 per Unit) on all Common Units and Subordinated Units. Future maintenance and working capital needs of the OLP are expected to be provided by cash generated from future operations, existing cash balances and the working capital borrowing facility. In order to fund expansive capital projects and future acquisitions, the OLP may borrow on existing bank lines or the MLP may issue additional Common Units. Toward this purpose the MLP maintains a shelf registration statement with the Securities and Exchange Commission for 1,887,420 Common Units representing limited partner interests in the MLP. The Common Units may be issued from time to time by the MLP in connection with the OLP's acquisition of other businesses, properties or securities in business combination transactions. 10 Operating Activities. Cash provided by operating activities was $29,508,000 for the six months ended January 31, 1997, compared to $25,425,000 for the prior period. This increase is primarily due to the effect on net income and accrued interest payable by the April 1996 contribution of the proceeds from the MLP Senior Notes partially offset by increased receivables and inventory balances caused by the effect of higher propane prices experienced during the second quarter of fiscal 1997. Investing Activities. During the six months ended January 31, 1997, the Partnership made total acquisition capital expenditures of $8,668,000 (including working capital acquired of $161,000). This amount was funded by $9,606,000 cash payments (including $1,530,000 for transition costs previously accrued for fiscal 1996 acquisitions) and $592,000 in other costs and consideration. During the six months ended January 31, 1997, the Partnership made growth and maintenance capital expenditures of $7,820,000 consisting primarily of the following: 1) additions to Partnership-owned customer tanks and cylinders, 2) vehicle lease buyouts, 3) relocating and upgrading district plant facilities, and 4) development and upgrading computer equipment and software. Capital requirements for repair and maintenance of property, plant and equipment are relatively low since technological change is limited and the useful lives of propane tanks and cylinders, the Partnership's principal physical assets, are generally long. The Partnership maintains its vehicle and transportation equipment fleet by leasing light and medium duty trucks and tractors. The General Partner believes vehicle leasing is a cost effective method for meeting the Partnership's transportation equipment needs. The Partnership continues seeking to expand its operations through strategic acquisitions of smaller retail propane operations located throughout the United States. These acquisitions will be funded through internal cash flow, external borrowings or the issuance of additional Partnership interests. The Partnership does not have any material commitments of funds for capital expenditures other than to support the current level of operations. In fiscal 1997, the Partnership expects growth and maintenance capital expenditures to increase slightly over fiscal 1996 levels. Financing Activities. During the six months ended January 31, 1997, the Partnership borrowed $45,512,000 from its Credit Facility to fund expected seasonal working capital, business acquisitions, and capital expenditure needs. At January 31, 1997, $90,000,000 of borrowings were outstanding under the revolving portion of the Credit Facility. Letters of credit outstanding, used primarily to secure obligations under certain insurance arrangements, totaled $27,674,000. At January 31, 1997, the Operating Partnership had $87,326,000 available for general corporate, acquisition and working capital purposes under the Credit Facility. On February 19, 1997, the Operating Partnership declared a cash distribution of $15,760,758 to its limited partner, payable March 14, 1997. The distribution will fund Ferrellgas Partners, L.P.'s cash distribution to its unitholders. 11 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 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. FERRELLGAS, L.P. By Ferrellgas, Inc. (General Partner) Date: March 14, 1997 By /s/ Danley K. Sheldon --------------------- Danley K. Sheldon Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) FERRELLGAS FINANCE CORP. Date: March 14, 1997 By /s/ Danley K. Sheldon --------------------- Danley K. Sheldon Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 13 EX-27 2 FDS FOR THE 3 MONTHS ENDED 1/31/97
5 THIS TEXT CONTAINS SUMMARY INFORMATION EXTRACTED FROM FERRELLGAS, L.P. AND SUBSIDIARIES BALANCE SHEET ON JANUARY 31, 1997 AND THE STATEMENT OF EARNINGS ENDED JANUARY 31, 1997 AMD IS QUALIFIED IN ITS ENTIRETY BY REFER3NCE TO SUCH FINANCIAL STATEMENTS 0000922359 FERRELLGAS, L.P. 1000 US DOLLARS 3-MOS JUL-31-1997 NOV-01-1996 JAN-31-1997 1 31127 0 160039 1542 50743 254764 601637 203661 764678 199286 295092 0 0 0 258153 764678 334414 347056 203765 277192 0 0 7729 58770 0 58770 0 0 0 58770 0 0
EX-27 3 FDS FOR THE 3 MONTHS ENDED 1/31/97
5 THIS TEXT CONTAINS SUMMARY INFORMATION EXTRACTED FROM FERRELLGAS, L.P. AND SUBSIDIARIES BALANCE SHEET ON JANUARY 31, 1997 AND THE STATEMENT OF EARNINGS ENDED JANUARY 31, 1997 AMD IS QUALIFIED IN ITS ENTIRETY BY REFER3NCE TO SUCH FINANCIAL STATEMENTS 0000922360 FERRELLGAS FINANCE CORP. 1 US DOLLARS 3-MOS JUL-31-1997 NOV-01-1996 JAN-31-1997 1 1000 0 0 0 0 1000 0 0 1000 0 0 1000 0 0 0 1000 0 0 0 45 0 0 0 (45) 0 (45) 0 0 0 (45) 0 0
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