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): October 1, 2012

Ferrellgas Partners, L.P.

(Exact name of registrant as specified in its charter)

Delaware	001-11331	43-1698480
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	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	(Commission	(I.R.S. Employer
of incorporation)	File Number)	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	(Commission	(I.R.S. Employer
of incorporation)	File Number)	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	(Commission	(I.R.S. Employer
of incorporation)	File Number)	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 October 1, 2012, Ferrellgas Partners, L.P. issued a press release regarding its financial results for the fourth fiscal quarter and fiscal year ended July 31, 2012. 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 October 1, 2012, reporting its financial results for the fourth fiscal quarter and fiscal year ended July 31, 2012.

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.

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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 hereunto duly authorized.

	Ferrellgas Partners, L.P.
October 1, 2012	By:	/s/ J. Ryan VanWinkle
		Name: J. Ryan VanWinkle
		Title: Executive Vice President and Chief Financial Officer; Treasurer
		(Principal Financial and Accounting Officer) of Ferrellgas, Inc., the general partner
	Ferrellgas Partners Finance Corp.
October 1, 2012	By:	/s/ J. Ryan VanWinkle
		Name: J. Ryan VanWinkle
		Title: Chief Financial Officer and Sole Director
	Ferrellgas, L.P.
October 1, 2012	By:	/s/ J. Ryan VanWinkle
		Name: J. Ryan VanWinkle
		Title: Executive Vice President and Chief Financial Officer; Treasurer
		(Principal Financial and Accounting Officer) of Ferrellgas, Inc., the general partner
	Ferrellgas Finance Corp.
October 1, 2012	By:	/s/ J. Ryan VanWinkle
		Name: J. Ryan VanWinkle
		Title: Chief Financial Officer and Sole Director

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Exhibit Index

Exhibit No.	Description
99.1	Press release of Ferrellgas Partners, L.P. dated October 1, 2012, reporting its financial results for the fourth fiscal quarter and fiscal year ended July 31, 2012.

4

EX-99.1

Exhibit 99.1

FERRELLGAS PARTNERS REPORTS RECORD FOURTH-QUARTER RESULTS;

BALANCED GROSS PROFIT IMPROVEMENT WITH SIGNIFICANT EXPENSE SAVINGS DRIVING PERFORMANCE

OVERLAND PARK, KAN., October 1, 2012/PR Newswire/ — Ferrellgas Partners, L.P. (NYSE:FGP), one of the nation’s largest distributors of propane, today reported record fiscal fourth quarter results for the period ended July 31, 2012.  The partnership’s Adjusted EBITDA rose 78% to a record $18.1 million from $10.1 million in the year-earlier quarter.

Propane sales increased modestly to 150.9 million gallons from 150.5 million gallons while gross profit increased 3% to a near record $130.0 million, as compared to $126.3 million achieved in the year ago period.  The results were achieved despite temperatures in the fiscal quarter that were 38% warmer than experienced in the prior year period.

President and Chief Executive Officer Steve Wambold explained, “Our fourth-quarter results highlight our ongoing efforts to both drive profitable growth and manage expenses in this highly competitive operating environment.  We remain committed to driving significant cost savings throughout our operations providing both the opportunity to be more competitive for new business and provide immediate financial returns for investors.”  Wambold indicated that the previously announced cost savings goal of $20 million would likely be surpassed by the end of fiscal 2013.

As expected, fourth-quarter revenues declined to $341.8 million from $449.7 million the year before attributable primarily to sharply lower wholesale propane costs. General and administrative expense declined nearly 35% to $8.4 million from $12.9 million the year before while operating expense was practically unchanged at $100.0 million on modestly increased sales volumes. Equipment lease expense rose slightly to $3.8 million from $3.6 million while

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interest expense improved nearly 6% to $22.4 million from $23.7 million.  The fourth-quarter seasonal net loss improved to $35.9 million, or $0.45 per common unit from $41.3 million, or $0.53 per common unit in the prior year quarter.

Commenting further on the outlook for fiscal 2013, Wambold noted, “We expect a continuation of our organic gallon growth. In addition, the opportunities for acquisitions seem to be heating up after a lull. Last month Ferrellgas strengthened its presence in California with the acquisition of Capitol City Propane in Sacramento.

For the fiscal year, propane sales volumes declined 2% to 878 million gallons sold despite temperatures that were 18% warmer than experienced in fiscal 2011.  Revenues totaled $2.3 billion, compared with $2.4 billion in fiscal 2011 while gross profit declined 7% to $641.9 million on lesser sales volumes and margins.  General and administrative decreased 29% to $37.1 million (including a $10.0 million litigation reserve recorded in the prior year quarter)  while operating expenses decreased 2% to $399.0 million, matching prior year distribution costs on a cent per gallon sold basis.  Equipment lease expense of $14.6 million was materially unchanged from year-ago levels. Interest expense declined more than 8% to $93.3 million. The net loss for the fiscal year improved to $10.9 million, or $0.14 per unit, versus $43.8 million, or $0.60 per unit.

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 21.7 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

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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, 2012, and other documents filed from time to time by these entities with the Securities and Exchange Commission.

Contact:

Tom Colvin, Investor Relations, (913) 661-1530

Scott Brockelmeyer, Media Relations, (913) 661-1830

# # #

FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except unit data)

(unaudited)

	July 31, 2012			July 31, 2011
ASSETS
Current Assets:
Cash and cash equivalents	$	8,429		$	7,437
Accounts and notes receivable, net (including $121,812 and $112,509 of accounts receivable pledged as collateral at July 31, 2012 and July 31, 2011, respectively)	124,004			159,532
Inventories	127,598			136,139
Prepaid expenses and other current assets	29,315			23,885
Total Current Assets	289,346			326,993
Property, plant and equipment, net	626,551			642,205
Goodwill	248,944			248,944
Intangible assets, net	189,118			204,136
Other assets, net	43,320			38,308
Total Assets	$	1,397,279		$	1,460,586
LIABILITIES AND PARTNERS’ CAPITAL(DEFICIT)
Current Liabilities:
Accounts payable	$	47,824		$	67,541
Short-term borrowings	95,730			64,927
Collateralized note payable	74,000			61,000
Other current liabilities	122,667			104,813
Total Current Liabilities	340,221			298,281
Long-term debt (a)	1,059,085			1,050,920
Other liabilities	25,499			23,068
Contingencies and commitments	—			—
Partners’ Capital(Deficit):
Common unitholders (79,006,619 and 75,966,353 units outstanding at July 31, 2012 and July 31, 2011, respectively)	43,701			139,614
General partner unitholder (798,047 and 767,337 units outstanding at July 31, 2012 and July 31, 2011, respectively)	(59,630		)	(58,660		)
Accumulated other comprehensive income (loss)	(13,159		)	4,633
Total Ferrellgas Partners, L.P. Partners’ Capital(Deficit)	(29,088		)	85,587
Noncontrolling Interest	1,562			2,730
Total Partners’ Capital(Deficit)	(27,526		)	88,317
Total Liabilities and Partners’ Capital(Deficit)	$	1,397,279		$	1,460,586

(a) The principal difference between the Ferrellgas Partners, L.P. balance sheet and that of Ferrellgas, L.P., is $182 million of 8.625% 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 AND TWELVE MONTHS ENDED JULY 31, 2012 AND 2011

(in thousands, except per unit data)

(unaudited)

	Three months ended						Twelve months ended
	July 31						July 31
	2012			2011			2012			2011
Revenues:
Propane and other gas liquids sales	$	310,515		$	421,746		$	2,160,945		$	2,212,257
Other	31,260			27,912			178,147			210,958
Total revenues	341,775			449,658			2,339,092			2,423,215
Cost of product sold:
Propane and other gas liquids sales	196,643			310,341			1,601,886			1,609,344
Other	15,112			13,038			95,323			124,470
Gross profit	130,020			126,279			641,883			689,401
Operating expense (including $126 and $626 of non-recurring severance charges for the three and twelve month periods ended July 31, 2012, respectively)	100,006			100,646			398,980			407,281
Depreciation and amortization expense	21,002			22,091			83,841			82,486
General and administrative expense (including $166 and $429 of non-recurring severance charges for the three and twelve month periods ended July 31, 2012, respectively)	8,445			12,889			37,116			52,160
Equipment lease expense	3,802			3,593			14,648			14,435
Non-cash employee stock ownership plan compensation charge	2,721			2,190			9,440			10,157
Non-cash stock and unit-based compensation charge (b)	3,976			(221		)	8,843			13,488
Loss on disposal of assets and other	3,983			2,799			6,035			3,633
Operating income (loss)	(13,915		)	(17,708		)	82,980			105,761
Interest expense	(22,350		)	(23,680		)	(93,254		)	(101,885		)
Loss on extinguishment of debt	—			—			—			(46,962		)
Other income, net	258			58			506			567
Loss before income taxes	(36,007		)	(41,330		)	(9,768		)	(42,519		)
Income tax expense (benefit)	(157		)	(47		)	1,128			1,241
Net loss	(35,850		)	(41,283		)	(10,896		)	(43,760		)
Net earnings (loss) attributable to noncontrolling interest (a)	(321		)	(376		)	56			(112		)
Net loss attributable to Ferrellgas Partners, L.P.	(35,529		)	(40,907		)	(10,952		)	(43,648		)
Less: General partner’s interest in net loss	(356		)	(409		)	(110		)	(436		)
Common unitholders’ interest in net loss	$	(35,173	)	$	(40,498	)	$	(10,842	)	$	(43,212	)
Loss Per Unit
Basic and diluted net loss per common unitholders’ interest	$	(0.45	)	$	(0.53	)	$	(0.14	)	$	(0.60	)
Weighted average common units outstanding	78,992.0			75,907.6			77,572.4			72,313.6

Supplemental Data and Reconciliation of Non-GAAP Items:

	Three months ended						Twelve months ended
	July 31						July 31
	2012			2011			2012			2011
Net loss attributable to Ferrellgas Partners, L.P.	$	(35,529	)	$	(40,907	)	$	(10,952	)	$	(43,648	)
Income tax expense (benefit)	(157		)	(47		)	1,128			1,241
Interest expense	22,350			23,680			93,254			101,885
Depreciation and amortization expense	21,002			22,091			83,841			82,486
EBITDA	7,666			4,817			167,271			141,964
Loss on extinguishment of debt	—			—			—			46,962
Non-cash employee stock ownership plan compensation charge	2,721			2,190			9,440			10,157
Non-cash stock and unit-based compensation charge (b)	3,976			(221		)	8,843			13,488
Loss on disposal of assets and other	3,983			2,799			6,035			3,633
Other income, net	(258		)	(58		)	(506		)	(567		)
Nonrecurring severance costs	292			—			1,055			—
Nonrecurring litigation reserve and related legal fees	—			987			892			12,120
Net earnings (loss) attributable to noncontrolling interest	(321		)	(376		)	56			(112		)
Adjusted EBITDA (c)	18,059			10,138			193,086			227,645
Net cash interest expense (d)	(20,827		)	(21,960		)	(87,600		)	(93,353		)
Maintenance capital expenditures (e)	(4,526		)	(3,516		)	(16,044		)	(15,437		)
Cash paid for taxes	(664		)	(557		)	(764		)	(591		)
Proceeds from asset sales	1,428			1,721			5,742			5,994
Distributable cash flow to equity investors (f)	$	(6,530	)	$	(14,174	)	$	94,420		$	124,258
Propane gallons sales
Retail - Sales to End Users	95,031			95,611			619,318			655,408
Wholesale - Sales to Resellers	55,841			54,902			258,812			244,275
Total propane gallons sales	150,872			150,513			878,130			899,683

(a)  Amounts allocated to the general partner for its 1.0101% interest in the operating partnership, Ferrellgas, L.P.

(b)  Non-cash stock and unit-based compensation charges consist of the following:

	Three months ended					Twelve months ended
	July 31					July 31
	2012		2011			2012		2011
Operating expense	$	795	$	(75	)	$	2,747	$	3,757
General and administrative expense	3,181		(146		)	6,096		9,731
Total	$	3,976	$	(221	)	$	8,843	$	13,488

(c)Adjusted EBITDA is calculated as earnings (loss) before income tax expense(benefit), interest expense, depreciation and amortization expense, loss on extinguishment of debt, non-cash employee stock ownership plan compensation charge, non-cash stock and unit-based compensation charge, loss on disposal of assets and other, other income, net, nonrecurring severance costs, nonrecurring litigation reserve and related legal fees and net earnings (loss) attributable to noncontrolling interest. 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 makes it easier to compare its results with other companies that have different financing and capital structures. 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, net. This amount 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.