8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 8, 2009

Ferrellgas Partners, L.P.

(Exact name of registrant as specified in its charter)

Delaware	001-11331	43-1698480
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7500 College Blvd., Suite 1000, Overland Park, Kansas	66210
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 913-661-1500

Not Applicable

(Former name or former address, if changed since last report.)

Ferrellgas Partners Finance Corp.

(Exact name of registrant as specified in its charter)

Delaware	333-06693	43-1742520
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7500 College Blvd., Suite 1000, Overland Park, Kansas	66210
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 913-661-1500

n/a

(Former name or former address, if changed since last report.)

Ferrellgas, L.P.

(Exact name of registrant as specified in its charter)

Delaware	000-50182	43-1698481
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7500 College Blvd., Suite 1000, Overland Park, Kansas	66210
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 913-661-1500

n/a

(Former name or former address, if changed since last report.)

Ferrellgas Finance Corp.

(Exact name of registrant as specified in its charter)

Delaware	000-50183	14-1866671
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7500 College Blvd., Suite 1000, Overland Park, Kansas	66210
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 913-661-1500

n/a

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

The information included in Item 7.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.02 of this Current Report on Form 8-K.

Item 7.01 Regulation FD Disclosure.

On June 8, 2009, Ferrellgas Partners, L.P. issued a press release regarding its financial results for its third fiscal quarter ended April 30, 2009. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1 — Press release of Ferrellgas Partners, L.P. dated June 8, 2009, reporting its financial results for its third fiscal quarter ended April 30, 2009.

Limitation on Materiality and Incorporation by Reference

The information in this Current Report on Form 8-K related to Items 2.02 and 7.01, including Exhibit 99.1 furnished herewith, is being furnished to the SEC pursuant to Item 2.02 and Item 7.01 of Form 8-K and is not deemed to be “filed” with the SEC for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of Section 18. In addition, such information is not to be incorporated by reference into any registration statement of Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp., Ferrellgas, L.P. or Ferrellgas Finance Corp. or other filings of such entities made pursuant to the Exchange Act or the Securities Act, unless specifically identified as being incorporated therein by reference.

The furnishing of particular information in this Current Report, including Exhibit 99.1 furnished herewith, pursuant to Item 7.01 of Form 8-K is not intended to, and does not, constitute a determination or admission by Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp., Ferrellgas, L.P. or Ferrellgas Finance Corp. as to the materiality or completeness of any such information that is required to be disclosed solely by Regulation FD of the Exchange Act.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Ferrellgas Partners, L.P.
June 8, 2009	By:	/s/ J. Ryan VanWinkle
		Name:	J. Ryan VanWinkle
		Title:	Senior Vice President and Chief Financial Officer; Treasurer (Principal Financial and Accounting Officer)
	Ferrellgas Partners Finance Corp.
June 8, 2009	By:	/s/ J. Ryan VanWinkle
		Name:	J. Ryan VanWinkle
		Title:	Chief Financial Officer and Sole Director
	Ferrellgas, L.P.
June 8, 2009	By:	/s/ J. Ryan VanWinkle
		Name:	J. Ryan VanWinkle
		Title:	Senior Vice President and Chief Financial Officer; Treasurer (Principal Financial and Accounting Officer)
	Ferrellgas Finance Corp.
June 8, 2009	By:	/s/ J. Ryan VanWinkle
		Name:	J. Ryan VanWinkle
		Title:	Chief Financial Officer and Sole Director

Exhibit Index

Exhibit No.		Description
	99.1	Press release of Ferrellgas Partners, L.P., dated June 8, 2009, reporting its financial results for its third fiscal quarter ended April 30, 2009

EX-99.1

Exhibit 99.1

For Immediate Release
Contact:

Tom Colvin, Investor Relations, (913) 661-1530
Jim Saladin, Media Relations, (913) 661-1833

FERRELLGAS PARTNERS REPORTS
THIRD-QUARTER RESULTS

OVERLAND PARK, KAN., June 8, 2009/PR Newswire-First Call — Ferrellgas Partners, L.P. (NYSE:FGP), one of the largest distributors of propane, today reported Adjusted EBITDA of $82.2 million for the third fiscal quarter ended April 30, compared with $85.1 million the year before for the same fiscal quarter, with the decrease primarily attributable to warmer weather. The partnership pointed out that despite warmer temperatures in the quarter Adjusted EBITDA approached planned levels.

For the nine months, Adjusted EBITDA increased 13% to $238.9 million from $211.5 million a year ago. “Looking ahead, we anticipate improvement in the fourth fiscal quarter over the year-earlier Adjusted EBITDA of $10.4 million,” noted Chairman and Chief Executive Officer James Ferrell. “Consequently, our Adjusted EBITDA target for the full fiscal year, ending July 31, is in the range of $250 million.” Adjusted EBITDA last fiscal year was $222 million and was a record $237 million in fiscal 2007.

Mr. Ferrell explained, “In light of the third quarter’s weather, which was four percent warmer than normal and five percent warmer than last year, our results were certainly gratifying. Moreover, temperatures in February, the most important month in the quarter, were seven percent warmer than normal and a year ago.”

Third quarter revenues decreased 21 percent to $561.1 million from $712.1 million, reflecting the 35 percent decrease in the cost of propane and other gas liquids to $295.9 million from $455.4 million. As such, margins expanded in the quarter significantly addressing weather impacted propane sales volumes that were off 5 percent to 239.2 million gallons, versus 252.1 million gallons in the prior-year quarter.

-more-

President and Chief Operating Officer Steve Wambold pointed out, “Further offsetting the impact of warm weather was our continued tight rein on costs.” For instance, during the third fiscal quarter, general and administrative expense and equipment lease expense declined 22 percent and 29 percent, respectively. “In fact, operating income for the quarter was up modestly, to $57.3 million from $57.0 million the year before.” Net income for the quarter decreased to $32.9 million or $0.48 per unit, from $35.2 million, or $0.55 per unit.

Commenting on the fourth-quarter outlook, Mr. Wambold emphasized, “Our Blue Rhino brand is expected to be the key driver toward higher earnings. With the grilling season well under way, its initial results have been very encouraging. Blue Rhino’s units increased at a double-digit clip during May and is well positioned for further growth, with more than 43,000 locations.” He added, “We also expect to continue to benefit from our deeply ingrained cost-control initiatives.”

Mr. Wambold concluded, “We are also encouraged by the execution of our commitment to profitable growth, both organically and through acquisitions. Organic growth continues to be fueled by our opening more offices, providing first-class customer service. As far as acquisitions, we are seeing more opportunities, but we will maintain a disciplined approach that demands that those opportunities meet strict criteria.”

Ferrellgas Partners, L.P., through its operating partnership, Ferrellgas, L.P., serves approximately one million customers in all 50 states, the District of Columbia, and Puerto Rico. Ferrellgas employees indirectly own more than 20 million common units of the partnership through an employee stock ownership plan. More information about the partnership can be found online at www.ferrellgas.com.

Statements in this release concerning expectations for the future are forward-looking statements. A variety of known and unknown risks, uncertainties and other factors could cause results, performance, and expectations to differ materially from anticipated results, performance and expectations. These risks, uncertainties and other factors are discussed in the Form 10-K of Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp., Ferrellgas, L.P., and Ferrellgas Finance Corp. for the fiscal year ended July 31, 2008, and other documents filed from time to time by these entities with the Securities and Exchange Commission.

# # #

FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except unit data)
(unaudited)

	April 30, 2009			July 31, 2008
ASSETS
Current Assets:
Cash and cash equivalents	$	12,691		$	16,614
Accounts and notes receivable, net		168,934			145,081
Inventories		109,998			152,301
Price risk management assets		57			26,086
Prepaid expenses and other current assets		14,626			10,924
Total Current Assets		306,306			351,006
Property, plant and equipment, net		673,353			685,328
Goodwill		248,939			248,939
Intangible assets, net		214,243			225,273
Other assets, net		18,612			18,685
Total Assets	$	1,461,453		$	1,529,231
LIABILITIES AND PARTNERS’ CAPITAL
Current Liabilities:
Accounts payable	$	81,991		$	71,348
Short term borrowings		41,580			125,729
Price risk management liabilities		33,835			7,337
Other current liabilities (a)		252,086			100,517
Total Current Liabilities		409,492			304,931
Long-term debt (a)		848,295			1,034,719
Other liabilities		19,019			23,237
Contingencies and commitments		—			—
Minority interest		5,000			4,220
Partners’ Capital:
Common unitholders (68,178,103 and 62,961,674 units outstanding at April 2009 and July 2008, respectively)		270,972			201,618
General partner unitholder (688,668 and 635,977 units outstanding at April 2009 and July 2008, respectively)		(57,335	)		(58,036	)
Accumulated other comprehensive income (loss)		(33,990	)		18,542
Total Partners’ Capital		179,647			162,124
Total Liabilities and Partners’ Capital	$	1,461,453		$	1,529,231

(a) The principal difference between the Ferrellgas Partners, L.P. balance sheet and that of Ferrellgas, L.P., is $268 million of 8 3/4% notes which are liabilities of Ferrellgas Partners, L.P. and not of Ferrellgas, L.P.

FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
FOR THE THREE, NINE AND TWELVE MONTHS ENDED APRIL 30, 2009 AND 2008
(in thousands, except per unit data)
(unaudited)

	Three months ended April 30,						Nine months ended April 30,						Twelve months ended April 30,
	2009			2008			2009			2008			2009			2008
Revenues:
Propane and other gas liquids sales	$	461,850		$	621,343		$	1,546,274		$	1,664,734		$	1,936,821		$	1,963,425
Other		99,283			90,747			210,558			206,240			239,726			236,641
Total revenues		561,133			712,090			1,756,832			1,870,974			2,176,547			2,200,066
Cost of product sold:
Propane and other gas liquids sales		295,881			455,375			1,042,153			1,212,418			1,321,653			1,403,299
Other		75,714			61,850			136,153			121,232			151,399			136,416
Gross profit		189,538			194,865			578,526			537,324			703,495			660,351
Operating expense		94,993			93,349			296,920			274,828			394,170			368,442
Depreciation and amortization expense		20,635			21,443			62,170			63,883			83,808			85,330
General and administrative expense		8,520			10,947			29,367			33,855			41,124			45,848
Equipment lease expense		4,282			5,990			14,418			18,484			20,412			24,853
Employee stock ownership plan compensation charge		1,460			3,447			4,865			9,693			7,585			12,617
Loss on disposal of assets and other		2,323			2,662			8,924			8,729			11,445			9,959
Operating income		57,325			57,027			161,862			127,852			144,951			113,302
Interest expense		(22,027	)		(21,214	)		(69,090	)		(66,351	)		(89,451	)		(88,061	)
Other income (expense), net		(190	)		350			(1,351	)		1,348			(1,660	)		1,622
Earnings before income taxes and minority interest		35,108			36,163			91,421			62,849			53,840			26,863
Income tax expense — current		1,572			243			2,309			600			3,441			575
Income tax expense (benefit) — deferred		275			329			404			(2,052	)		806			899
Minority interest (a)		397			420			1,079			832			744			499
Net earnings		32,864			35,171			87,629			63,469			48,849			24,890
Net earnings available to general partner		329			352			876			635			488			249
Net earnings available to common unitholders	$	32,535		$	34,819		$	86,753		$	62,834		$	48,361		$	24,641
Earnings Per Unit
Basic and diluted net earnings available per common unit	$	0.48		$	0.55		$	1.34		$	1.00		$	0.75		$	0.39
Weighted average common units outstanding		67,809.3			62,958.9			64,650.2			62,958.7			64,224.6			62,958.1

Supplemental Data and Reconciliation of Non-GAAP Items:

	Three months ended April 30,						Nine months ended April 30,						Twelve months ended April 30,
	2009			2008			2009			2008			2009			2008
Net earnings	$	32,864		$	35,171		$	87,629		$	63,469		$	48,849		$	24,890
Income tax expense (benefit)		1,847			572			2,713			(1,452	)		4,247			1,474
Interest expense		22,027			21,214			69,090			66,351			89,451			88,061
Depreciation and amortization expense		20,635			21,443			62,170			63,883			83,808			85,330
Other income (expense), net		190			(350	)		1,351			(1,348	)		1,660			(1,622	)
EBITDA		77,563			78,050			222,953			190,903			228,015			198,133
Employee stock ownership plan compensation charge		1,460			3,447			4,865			9,693			7,585			12,617
Unit and stock-based compensation charge (b)		452			483			1,109			1,383			1,542			1,107
Loss on disposal of assets and other		2,323			2,662			8,924			8,729			11,445			9,959
Minority interest		397			420			1,079			832			744			499
Adjusted EBITDA (c)		82,195			85,062			238,930			211,540			249,331			222,315
Net cash interest expense (d)		(21,547	)		(22,098	)		(68,476	)		(68,196	)		(90,061	)		(90,351	)
Maintenance capital expenditures (e)		(4,785	)		(5,590	)		(17,327	)		(15,058	)		(22,863	)		(18,248	)
Cash paid for taxes		(537	)		(48	)		(869	)		(1,327	)		(3,383	)		(2,192	)
Proceeds from asset sales		1,973			2,415			6,878			8,665			9,087			11,426
Distributable cash flow to equity investors (f)	$	57,299		$	59,741		$	159,136		$	135,624		$	142,111		$	122,950
Propane gallons sales
Retail — Sales to End Users		183,683			204,683			556,078			567,247			645,663			658,808
Wholesale — Sales to Resellers		55,523			47,427			169,293			131,412			219,896			176,350
Total propane gallons sales		239,206			252,110			725,371			698,659			865,559			835,158

(a)	Amounts allocated to the general partner for its 1.0101% interest in the operating partnership, Ferrellgas, L.P.
(b)	Statement of Financial Accounting Standards (“SFAS”) No. 123( R), “Share-Based Payment” requires that the cost resulting from all share-based payment transactions be recognized in the financial statements. Share-based payment transactions resulted in a non-cash compensation charge of $0.2 million and $0.1 million to operating expense for the three months ended April 30, 2009 and 2008, respectively, $0.4 million and $0.4 million for the nine months ending April 30, 2009 and 2008, respectively, and $0.5 million and $0.4 million for the twelve months ending April 30, 2009 and 2008, respectively. A non-cash compensation charge of $0.3 million and $0.3 million was recorded to general and administrative expense for the three months ended April 30, 2009 and 2008, respectively, $0.7 million and $1.0 million for the nine months ended April 30, 2009 and 2008, respectively, and $1.0 million and $0.7 million for the twelve months ended April 30, 2009 and 2008, respectively.
(c)	Management considers Adjusted EBITDA to be a chief measurement of the partnership’s overall economic performance and return on invested capital. Adjusted EBITDA is calculated as earnings before interest, income taxes, depreciation and amortization, employee stock ownership plan compensation charge, unit and stock-based compensation charge, loss on disposal of assets and other, minority interest, and other non-cash and non-operating charges. Management believes the presentation of this measure is relevant and useful because it allows investors to view the partnership’s performance in a manner similar to the method management uses, adjusted for items management believes are unusual or non-recurring, and makes it easier to compare its results with other companies that have different financing and capital structures. In addition, management believes this measure is consistent with the manner in which the partnership’s lenders and investors measure its overall performance and liquidity, including its ability to pay quarterly equity distributions, service its long- term debt and other fixed obligations and fund its capital expenditures and working capital requirements. This method of calculating Adjusted EBITDA may not be consistent with that of other companies and should be viewed in conjunction with measurements that are computed in accordance with GAAP.
(d)	Net cash interest expense is the sum of interest expense less non-cash interest expense and other income (expense), net. This amount also includes interest expense related to the accounts receivable securitization facility.
(e)	Maintenance capital expenditures include capitalized expenditures for betterment and replacement of property, plant and equipment.
(f)	Management considers Distributable cash flow to equity investors a meaningful non-GAAP measure of the partnership’s ability to declare and pay quarterly distributions to common unitholders. Distributable cash flow to equity investors, as management defines it, may not be comparable to distributable cash flow or similarly titled measures used by other corporations and partnerships.