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):  December 10, 2009

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 December 10, 2009, Ferrellgas Partners, L.P. issued a press release regarding its financial results for the first fiscal quarter ended October 31, 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 December 10, 2009, reporting its financial results for the first fiscal quarter ended October 31, 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.

2

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 Partners, L.P.
December 10, 2009	By:	/s/ J. Ryan VanWinkle
		Name: J. Ryan VanWinkle
		Title: Senior Vice President and Chief Financial
		Officer; Treasurer
		(Principal Financial and Accounting Officer) of Ferrellgas, Inc., the general partner
	Ferrellgas Partners Finance Corp.
December 10, 2009	By:	/s/ J. Ryan VanWinkle
		Name: J. Ryan VanWinkle
		Title: Chief Financial Officer and Sole Director
	Ferrellgas, L.P.
December 10, 2009	By:	/s/ J. Ryan VanWinkle
		Name: J. Ryan VanWinkle
		Title: Senior Vice President and Chief Financial
		Officer; Treasurer
		(Principal Financial and Accounting Officer) of Ferrellgas, Inc., the general partner
	Ferrellgas Finance Corp.
December 10, 2009	By:	/s/ J. Ryan VanWinkle
		Name: J. Ryan VanWinkle
		Title: Chief Financial Officer and Sole Director

3

Exhibit Index

Exhibit No.	Description
99.1	Press release of Ferrellgas Partners, L.P. dated December 10, 2009, reporting its financial results for the first fiscal quarter ended October 31, 2009.

4

EX-99.1

Exhibit 99.1

FERRELLGAS PARTNERS REPORTS STRONG FIRST-QUARTER ADJUSTED EBITDA; PROPANE GALLON SALES GROW MORE THAN 4%

OVERLAND PARK, KAN., December 10, 2009/PR Newswire-First Call — Ferrellgas Partners, L.P. (NYSE:FGP), one of the largest distributors of propane, today reported that Adjusted EBITDA for the fiscal first quarter ended October 31 was $33.3 million compared to the exceptionally strong, year-earlier record of $35.2 million.  Moreover, the partnership noted that results in this year’s quarter were ahead of plan.

The seasonal net loss for the first quarter, adversely affected by one-time charges for debt prepayment premiums, was $32.9 million, or $0.47 per unit, compared with $15.0 million, or $0.23 per unit a year ago.  However, excluding these one-time charges, the net loss for this year’s quarter was $15.6 million, or $0.22 per unit.

President and Chief Executive Officer Steve Wambold explained, “The most significant performance in the first quarter was the ongoing momentum of propane sales which increased 4.3% to 179.5 million gallons, again primarily reflecting organic growth.”  Wambold pointed out, “More impressive was the 4.7% gain in retail sales to end users, with strength in our residential sales more than offsetting anticipated weakness in the commercial/industrial consumer base.”

Wambold also noted, “We maintained our discipline of keeping a tight rein on costs, as operating expense, despite higher propane volume, remained practically unchanged, reducing our operating expense per gallon.  In addition, equipment lease expense declined nearly 30%.”  Wambold further explained, “The first quarter’s general and administrative expense of $13.8 million reflects a $2.8 million non-cash stock option issuance charge from our parent company.  As this is not a cash obligation of the partnership it is not reflected in our presentation of Adjusted EBITDA and we anticipate G&A expense for the remainder of the fiscal year to return to a more normal pattern.”

During the first quarter, revenues, as expected, declined, to $352.1 million from $480.9 million a year ago reflecting lower wholesale propane costs.  However, gross profit for the quarter was practically unchanged.

-more-

Turning to the near-term outlook, Wambold observed, “It’s too early to forecast results for the second quarter, but so far agricultural sales are well ahead of the year-ago pace and we are encouraged to see the first signs of winter weather across the country.”  He concluded, “We remain focused on executing our strategies and are confident there is potential for growth organically and by acquisition.”

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, 2009, 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

Jim Saladin, Media Relations, (913) 661-1833

# # #

FERRELLGAS PARTNERS, L.P.  AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except unit data)

(unaudited)

	October 31, 2009			July 31, 2009
ASSETS
Current Assets:
Cash and cash equivalents	$	10,177		$	7,066
Accounts and notes receivable, net	117,654			106,910
Inventories	158,168			129,808
Prepaid expenses and other current assets	30,168			15,031
Total Current Assets	316,167			258,815
Property, plant and equipment, net	678,880			666,535
Goodwill	248,939			248,939
Intangible assets, net	238,295			212,037
Other assets, net	26,078			18,651
Total Assets	$	1,508,359		$	1,404,977
LIABILITIES AND PARTNERS’ CAPITAL
Current Liabilities:
Accounts payable	$	79,239		$	49,337
Short term borrowings	107,055			66,159
Other current liabilities (a)	118,978			108,763
Total Current Liabilities	305,272			224,259
Long-term debt (a)	1,064,714			1,010,073
Other liabilities	19,502			19,300
Contingencies and commitments	—			—
Partners’ Capital:
Common unitholders (69,450,318 and 68,236,755 units outstanding at October 31, 2009 and July 31, 2009, respectively)	167,500			206,255
General partner unitholder (701,518 and 689,260 units outstanding at October 31, 2009 and July 31, 2009, respectively)	(58,380		)	(57,988		)
Accumulated other comprehensive income (loss)	5,749			(1,194		)
Total Ferrellgas Partners, L.P. Partners’ Capital	114,869			147,073
Noncontrolling Interest	4,002			4,272
Total Partners’ Capital	118,871			151,345
Total Liabilities and Partners’ Capital	$	1,508,359		$	1,404,977

(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 AND TWELVE MONTHS ENDED OCTOBER 31, 2009 AND 2008

(in thousands, except per unit data)

(unaudited)

	Three months ended						Twelve months ended
	October 31						October 31
	2009			2008			2009			2008
Revenues:
Propane and other gas liquids sales	$	327,666		$	436,888		$	1,720,431		$	2,133,234
Other	24,404			44,031			220,242			243,458
Total revenues	352,070			480,919			1,940,673			2,376,692
Cost of product sold:
Propane and other gas liquids sales	200,920			318,590			1,089,698			1,557,989
Other	6,180			16,814			142,219			142,332
Gross profit	144,970			145,515			708,756			676,371
Operating expense	96,890			96,217			401,408			377,836
Depreciation and amortization expense	20,527			21,316			81,705			85,472
General and administrative expense	13,778			9,086			46,074			42,905
Equipment lease expense	3,774			5,355			16,825			23,482
Employee stock ownership plan compensation charge	2,002			1,749			7,008			10,988
Loss on disposal of assets and other	1,662			2,582			12,122			11,445
Operating income	6,337			9,210			143,614			124,243
Interest expense	(22,695		)	(23,670		)	(88,544		)	(88,096		)
Debt prepayment premiums	(17,308		)	—			(17,308		)	—
Other income (expense), net	307			(818		)	(196		)	(596		)
Earnings (loss) before income taxes	(33,359		)	(15,278		)	37,566			35,551
Income tax expense (benefit) - current	(612		)	(269		)	1,561			1,774
Income tax expense (benefit) - deferred	190			(32		)	610			495
Net earnings (loss)	(32,937		)	(14,977		)	35,395			33,282
Net earnings (loss) attributable to noncontrolling interest (a)	(272		)	(90		)	601			580
Net earnings (loss) attributable to Ferrellgas Partners, L.P.	(32,665		)	(14,887		)	34,794			32,702
Less: General partner’s interest in net earnings (loss)	(327		)	(149		)	348			327
Common unitholders’ interest in net earnings (loss)	$	(32,338	)	$	(14,738	)	$	34,446		$	32,375
Earnings (loss) Per Unit
Basic and diluted net earnings (loss) available per common unit	$	(0.47	)	$	(0.23	)	$	0.51		$	0.51
Weighted average common units outstanding	68,507.9			63,052.0			66,915.9			62,999.3

Supplemental Data and Reconciliation of Non-GAAP Items:

	Three months ended						Twelve months ended
	October 31						October 31
	2009			2008			2009			2008
Net earnings (loss) attributable to Ferrellgas Partners, L.P.	$	(32,665	)	$	(14,887	)	$	34,794		$	32,702
Income tax expense (benefit)	(422		)	(301		)	2,171			2,269
Interest expense	22,695			23,670			88,544			88,096
Debt prepayment premiums	17,308			—			17,308			—
Depreciation and amortization expense	20,527			21,316			81,705			85,472
Other income (expense), net	(307		)	818			196			596
EBITDA	27,136			30,616			224,718			209,135
Employee stock ownership plan compensation charge	2,002			1,749			7,008			10,988
Unit and stock-based compensation charge (b)	2,751			328			4,735			1,694
Loss on disposal of assets and other	1,662			2,582			12,122			11,445
Net loss attributable to noncontrolling interest	(272		)	(90		)	601			580
Adjusted EBITDA (c)	33,279			35,185			249,184			233,842
Net cash interest expense (d)	(21,324		)	(23,759		)	(86,480		)	(91,557		)
Maintenance capital expenditures (e)	(10,113		)	(5,026		)	(26,853		)	(22,496		)
Cash paid for taxes	—			(8		)	(1,504		)	(2,638		)
Proceeds from asset sales	1,933			2,318			7,814			10,254
Distributable cash flow to equity investors (f)	$	3,775		$	8,710		$	142,161		$	127,405
Propane gallons sales
Retail - Sales to End Users	132,474			126,533			658,729			664,190
Wholesale - Sales to Resellers	47,074			45,676			223,436			190,983
Total propane gallons sales	179,548			172,209			882,165			855,173

(a)	Amounts allocated to the general partner for its 1.0101% interest in the operating partnership, Ferrellgas, L.P.
(b)	FASB guidance relating to stock compensation 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 $0.8 million and $0.1 million to operating expense for the three months ended October 31, 2009 and 2008, respectively, and $1.5 million and $0.5 million to operating expense for the twelve months ending October 31, 2009 and 2008, respectively. A non-cash compensation charge of $2.0 million and $0.2 million was recorded to general and administrative expense for the three months ended October 31, 2009 and 2008, respectively, and $3.2 million and $1.2 million to general and administrative expense for the twelve months ending October 31, 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, noncontrolling 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 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.