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):  March 10, 2014

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 March 10, 2014, Ferrellgas Partners, L.P. issued a press release regarding its financial results for the second fiscal quarter ended January 31, 2014. 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 March 10, 2014, reporting its financial results for the second fiscal quarter ended January 31, 2014.

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

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.
March 10, 2014	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.
March 10, 2014	By:	/s/ J. Ryan VanWinkle
		Name: J. Ryan VanWinkle
		Title: Chief Financial Officer and Sole Director
	Ferrellgas, L.P.
March 10, 2014	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.
March 10, 2014	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 March 10, 2014, reporting its financial results for the second fiscal quarter ended January 31, 2014.

4

EX-99.1

Exhibit 99.1

FERRELLGAS PARTNERS REPORTS RECORD ADJUSTED EBITDA

ON INCREASED SALES AND OPERATING EFFICIENCIES;

FISCAL 2014 ADJUSTED EBITDA GUIDANCE RAISED

OVERLAND PARK, KAN., March 10, 2014/PR Newswire/ — Ferrellgas Partners, L.P. (NYSE:FGP), one of the nation’s largest distributors of propane, today reported a strong performance for the fiscal 2014 second quarter ended January 31, primarily reflecting increased sales volumes and operational efficiencies.

Adjusted EBITDA rose 17% to a record $136.4 million from $116.1 million in the year-earlier quarter. Distributable cash flow grew 20% to $111.9 million from $93.1 million. Distributable cash flow coverage for the trailing 12-month period ended January 31 was 1.2x, the highest level since fiscal 2003.

Second-quarter sales volumes grew 15% to 342.9 million gallons reflecting nationwide temperatures that were 18% colder than in the unusually mild prior-year quarter. Correspondingly, gross profit increased 15% to a record $269.5 million reflecting these increased sales volumes, as margins matched the prior-year quarter at $0.79 per gallon sold.

“The return of more seasonal temperatures drove performance slightly greater than our expectation for the quarter,” commented President and Chief Executive Officer Steve Wambold.  Temperatures, as reported by the National Oceanic and Atmospheric Administration in the more highly concentrated geographic areas the partnership serves, were 6% colder than normal in the quarter.  Wambold further commented “Propane supply challenges dominated the headlines during our fiscal second quarter. I’m proud of the way Ferrellgas employees responded to this challenge, whether it was ensuring our locations had product on hand to meet our many commitments, safely navigating snow- and ice-covered roadways, or patiently answering questions from our customers.”

Second-quarter operating expense rose to $116.7 million from $105.6 million resulting from higher sales volumes; however on a cent-per-gallon sold basis improved to $0.34 from $0.35. General and administrative expense increased to $12.1 million from $10.2 million; however, excluding performance-based incentives, was relatively unchanged at $8.5 million.  Interest expense declined 2% to $22.1 million from $22.6 million in the prior-year quarter.

Net earnings for the quarter were $61.1 million, or $0.72 per unit, including a loss on the early extinguishment of debt associated with the refinancing of the partnership’s senior notes in November 2013.  Excluding this nonrecurring expense, net earnings per common unit were $0.87 compared to $0.70 in the prior-year quarter.

Wambold added, “The third quarter is off to a strong start, with February results behind us and seasonably cool temperatures forecasted for the remainder of the heating season. Therefore, we are increasing our Adjusted EBITDA guidance for fiscal 2014 to $275 million to $285 million from $265 million to $275 million.”  For the trailing 12 months ended January 31, the partnership’s Adjusted EBITDA performance was $287.3 million.

Wambold concluded, “Our liquidity for this time of year is very strong, with more than $250 million of borrowing capacity on our credit facility to fund future working capital and growth capital needs.  We remain very active in the acquisition market, both inside and outside the retail propane space and are enthusiastic about our growth opportunities in the years to come.”

For the first six months of the fiscal year, Adjusted EBITDA rose 10% to $162.8 million on sales volumes that grew 12% to 533.9 million gallons.  Gross profit rose 10% to a record $412.4 million on these increased sales volumes, while margins declined slightly to $0.77 per gallon sold as a result of the higher wholesale cost of propane.  Consistent with the quarter’s results, operating expense rose to $219.7 million on increased sales volumes, but improved on a cent-per-gallon sold basis to $0.41 from $0.42 reflecting operational efficiencies.  Distributable cash flow for the six-month period also grew 10% to $115.0 million.

Ferrellgas Partners, L.P., through its operating partnership, Ferrellgas, L.P., serves customers in all 50 states, the District of Columbia and Puerto Rico. Ferrellgas employees indirectly own more than 21 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, 2013, 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

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except unit data)

(unaudited)

	January 31, 2014			July 31, 2013
ASSETS
Current Assets:
Cash and cash equivalents	$	18,292		$	6,464
Accounts and notes receivable, net (including $314,475 and $130,025 of accounts receivable pledged as collateral at January 31, 2014 and July 31, 2013, respectively)	356,359			131,791
Inventories	135,830			117,116
Prepaid expenses and other current assets	44,891			25,608
Total Current Assets	555,372			280,979
Property, plant and equipment, net	582,484			589,727
Goodwill	253,331			253,362
Intangible assets, net	182,977			189,516
Other assets, net	46,630			42,444
Total Assets	$	1,620,794		$	1,356,028
LIABILITIES AND PARTNERS’ DEFICIT
Current Liabilities:
Accounts payable	$	137,073		$	49,128
Short-term borrowings	67,045			50,054
Collateralized note payable	219,000			82,000
Other current liabilities	112,241			121,102
Total Current Liabilities	535,359			302,284
Long-term debt (a)	1,150,911			1,106,940
Other liabilities	35,724			33,431
Contingencies and commitments	—			—
Partners’ Deficit:
Common unitholders (79,144,419 and 79,072,819 units outstanding at January 31, 2014 and July 31, 2013, respectively)	(54,480		)	(28,931		)
General partner unitholder (799,439 and 798,715 units outstanding at January 31, 2014 and July 31, 2013, respectively)	(60,621		)	(60,362		)
Accumulated other comprehensive income	13,078			1,697
Total Ferrellgas Partners, L.P. Partners’ Deficit	(102,023		)	(87,596		)
Noncontrolling Interest	823			969
Total Partners’ Deficit	(101,200		)	(86,627		)
Total Liabilities and Partners’ Deficit	$	1,620,794		$	1,356,028

(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

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

FOR THE THREE, SIX AND TWELVE MONTHS ENDED JANUARY 31, 2014 AND 2013

(in thousands, except per unit data)

(unaudited)

	Three months ended						Six months ended						Twelve months ended
	January 31						January 31						January 31
	2014			2013			2014			2013			2014			2013
Revenues:
Propane and other gas liquids sales	$	789,446		$	583,074		$	1,171,669		$	918,355		$	1,992,581		$	1,785,514
Other	80,237			75,791			113,044			103,419			245,825			207,654
Total revenues	869,683			658,865			1,284,713			1,021,774			2,238,406			1,993,168
Cost of product sold:
Propane and other gas liquids sales	551,506			376,236			810,260			589,893			1,312,628			1,188,057
Other	48,709			47,437			62,055			56,634			149,877			120,863
Gross profit	269,468			235,192			412,398			375,247			775,901			684,248
Operating expense (including $626 of non-recurring severance charges for the twelve month period ended January 31, 2013)	116,743			105,599			219,709			202,033			427,735			397,861
Depreciation and amortization expense	20,643			20,751			40,858			41,626			82,576			83,751
General and administrative expense (including $429 of non-recurring severance charges for the twelve month period ended January 31, 2013)	12,095			10,190			22,876			18,964			45,939			36,372
Equipment lease expense	4,274			3,827			8,340			7,750			16,573			15,341
Non-cash employee stock ownership plan compensation charge	3,636			7,447			6,679			9,849			12,599			14,773
Non-cash stock and unit-based compensation charge (a)	5,919			3,120			10,350			6,212			17,683			10,573
Loss on disposal of assets	1,337			2,120			1,694			2,391			9,724			7,594
Operating income	104,821			82,138			101,892			86,422			163,072			117,983
Interest expense	(22,090		)	(22,619		)	(44,183		)	(45,054		)	(88,274		)	(90,875		)
Loss on extinguishment of debt	(20,901		)	—			(21,202		)	—			(21,202		)	—
Other income, net	57			241			273			332			506			791
Earnings before income taxes	61,887			59,760			36,780			41,700			54,102			27,899
Income tax expense	764			917			714			653			1,916			1,640
Net earnings	61,123			58,843			36,066			41,047			52,186			26,259
Net earnings attributable to noncontrolling interest (b)	659			636			445			498			688			432
Net earnings attributable to Ferrellgas Partners, L.P.	60,464			58,207			35,621			40,549			51,498			25,827
Less: General partner’s interest in net earnings	3,663			3,138			356			405			515			258
Common unitholders’ interest in net earnings	$	56,801		$	55,069		$	35,265		$	40,144		$	50,983		$	25,569
Earnings Per Unit
Basic and diluted net earnings per common unitholders’ interest	$	0.72		$	0.70		$	0.45		$	0.51		$	0.64		$	0.32
Adjustment for effect of two-class method (c)	0.04			0.03			—			—			—			—
Adjusted net earnings per unit available to common unitholders	$	0.76		$	0.73		$	0.45		$	0.51		$	0.64		$	0.32
Weighted average common units outstanding	79,129.4			79,015.6			79,102.6			79,014.4			79,083.1			78,995.4

Supplemental Data and Reconciliation of Non-GAAP Items:

	Three months ended						Six months ended						Twelve months ended
	January 31						January 31						January 31
	2014			2013			2014			2013			2014			2013
Net earnings attributable to Ferrellgas Partners, L.P.	$	60,464		$	58,207		$	35,621		$	40,549		$	51,498		$	25,827
Income tax expense	764			917			714			653			1,916			1,640
Interest expense	22,090			22,619			44,183			45,054			88,274			90,875
Depreciation and amortization expense	20,643			20,751			40,858			41,626			82,576			83,751
EBITDA	103,961			102,494			121,376			127,882			224,264			202,093
Loss on extinguishment of debt	20,901			—			21,202			—			21,202			—
Non-cash employee stock ownership plan compensation charge	3,636			7,447			6,679			9,849			12,599			14,773
Non-cash stock and unit-based compensation charge (a)	5,919			3,120			10,350			6,212			17,683			10,573
Loss on disposal of assets	1,337			2,120			1,694			2,391			9,724			7,594
Other income, net	(57		)	(241		)	(273		)	(332		)	(506		)	(791		)
Nonrecurring severance costs	—			—			—			—			—			1,055
Nonrecurring litigation reserve and related legal fees	—			537			1,325			1,225			1,668			1,225
Net earnings attributable to noncontrolling interest (b)	659			636			445			498			688			432
Adjusted EBITDA (d)	136,356			116,113			162,798			147,725			287,322			236,954
Net cash interest expense (e)	(20,980		)	(21,123		)	(41,566		)	(42,198		)	(82,863		)	(85,043		)
Maintenance capital expenditures (f)	(4,446		)	(3,255		)	(8,583		)	(7,530		)	(16,123		)	(14,736		)
Cash paid for taxes	(178		)	(27		)	(178		)	(45		)	(683		)	(719		)
Proceeds from asset sales	1,165			1,392			2,482			6,163			6,299			9,531
Distributable cash flow to equity investors (g)	$	111,917		$	93,100		$	114,953		$	104,115		$	193,952		$	145,987
Propane gallons sales
Retail - Sales to End Users	246,929			221,796			372,181			346,679			663,425			609,172
Wholesale - Sales to Resellers	95,922			76,728			161,701			131,283			293,865			245,545
Total propane gallons sales	342,851			298,524			533,882			477,962			957,290			854,717

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

	Three months ended				Six months ended				Twelve months ended
	January 31				January 31				January 31
	2014		2013		2014		2013		2014		2013
Operating expense	$	1,539	$	593	$	2,337	$	1,304	$	3,424	2,211
General and administrative expense	4,380		2,527		8,013		4,908		14,259		8,362
Total	$	5,919	$	3,120	$	10,350	$	6,212	$	17,683	$	10,573

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

(c)FASB guidance regarding participating securities and the two-class method requires the calculation of net earnings per common unitholders’ interest for each period presented according to distributions declared and participation rights in undistributed earnings, as if all of the earnings or loss for the period had been distributed.  In periods with undistributed earnings above certain levels, the calculation according to the two-class method results in an increased allocation of undistributed earnings to the general partner and a dilution of the earnings to the limited partners. Due to the seasonality of the propane business, the dilution effect of the guidance on the two-class method typically impacts only the three months ending January 31.  This guidance did not result in a dilutive effect for the six and twelve months ended January 31, 2014 and 2013.  Adjusted net earnings per unit available to common unitholders may not be consistent with that of other companies and should be viewed in conjunction with measurements that are computed inaccordance with GAAP.

(d)Adjusted EBITDA is calculated as earnings before income tax expense, 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, nonrecuring serverance costs, nonrecurring litigation reserve and related legal fees and net earnings 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 inaccordance with GAAP.

(e)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.

(f)Maintenance capital expenditures include capitalized expenditures for betterment and replacement of property, plant and equipment.

(g)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.