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 earliest event reported: October 14, 2005

Date of report: October 14, 2005

Ferrellgas Partners, L.P.
Ferrellgas Partners Finance Corp.
Ferrellgas, L.P.
Ferrellgas Finance Corp.

(Exact name of registrants as specified in their charters)

Delaware Delaware Delaware Delaware		001-11331 333-06693 000-50182 000-50183		43-1698480 43-1742520 43-1698481 14-1866671
(States or other jurisdictions of incorporation)		(Commission file numbers)		(I.R.S. Employer Identification Nos.)

7500 College Boulevard, Suite 1000 Overland Park, KS 66210

(Address of principal executive offices) (Zip Code)

(913) 661-1500

(Registrants’ telephone number, including area code)

 

 

Item 2.02 Results of Operations and Financial Condition

Item 7.01 Regulation FD Disclosure

     On October 14, 2005, Ferrellgas Partners, L.P. issued a press release regarding its financial results for the fourth fiscal quarter and fiscal year ended July 31, 2005. 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

The following material is furnished as an exhibit to this Current Report on Form 8-K.

Exhibit 99.1		Press release of Ferrellgas Partners, L.P. dated October 14, 2005, reporting its financial results for the fourth fiscal quarter and fiscal year ended July 31, 2005.

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 to be deemed “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.

     The information in this Current Report on Form 8-K related to Items 3.03 and 5.03, including Exhibit 3.1 filed herewith, is being filed with the SEC and such information is to be incorporated by reference into registration statements of Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp., Ferrellgas, L.P. or Ferrellgas Finance Corp. and other filings of such entities made pursuant to the Exchange Act or the Securities Act, unless specifically identified as not being incorporated therein by reference.

     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 thereunto duly authorized.

INDEX TO EXHIBITS

Exhibit No.				Description of Exhibit
	99.1			Press release of Ferrellgas Partners, L.P. dated October 14, 2005, reporting its financial results for the fourth fiscal quarter and fiscal year ended July 31, 2005.

Exhibit 99.1

For immediate release
Contact:

Ryan VanWinkle, Investor Relations, 913-661-1528
Scott Brockelmeyer, Media Relations, 913-661-1830

Ferrellgas Partners, L.P.
Announces Near-Record Fiscal 2005 Results

     Overland Park, KS (October 14, 2005)—Ferrellgas Partners, L.P. (NYSE:FGP), one of the nation’s largest propane distributors, today reported earnings for its fiscal fourth quarter and year ended July 31, 2005.

     “Fiscal 2005 will be remembered as a turning point in the history of Ferrellgas as we have successfully completed the nationwide rollout of our new technology platform,” said James E. Ferrell, Chairman, President and Chief Executive Officer. “Today, all of our more than 850 retail propane distribution locations are servicing over 1 million customers on our new operating platform and we have begun to realize the anticipated operating expense savings and improved customer profitability associated with this new operating platform. We continue to believe that our new business model will contribute more than $30 million annually to our Adjusted EBITDA performance beginning in fiscal 2006.”

     Propane sales for the fiscal year were a near-record 898 million gallons, compared to propane sales volumes of 874 million gallons sold in fiscal 2004, primarily reflecting the full-year contribution from the Blue Rhino propane by portable tank exchange operations partially offset by warmer than normal heating season temperatures and the effects of continued customer conservation resulting from significantly higher wholesale commodity prices. In fiscal 2005, national temperatures were 6 percent warmer than normal and 2 percent warmer than the prior fiscal year, according to the National Oceanic & Atmospheric Administration.

     Gross profit for the fiscal year was a record $613.8 million, compared to a gross profit of $542.0 million reported in fiscal 2004. This fiscal year’s record gross profit results reflect the full-year contribution from our Blue Rhino operations, which experienced a more than 20-percent increase in year-over-year sales volumes, contributions from recent retail propane acquisitions and improved margins from retail locations. These increases in gross profit were partially offset by reduced sales volumes resulting from continued customer conservation related to the high commodity prices and warmer temperatures and a lesser contribution from risk management activities.

     Operating and general and administrative expenses for the fiscal year were $366.2 million and $42.3 million, respectively, compared to $323.3 million and $34.5 million in the prior fiscal year. Increases in these expenses primarily reflect the full-year contribution from the Blue Rhino operations and recent retail propane acquisitions and, to a lesser extent, anticipated costs associated with the ongoing rollout of the partnership’s new technology initiative to its retail distribution locations.

     Interest expense and depreciation and amortization expense were $91.5 million and $83.1 million, respectively, compared to $74.5 million and $56.1 million in the prior fiscal year. Increases in these expenses primarily reflect the impact of recent acquisitions, including the Blue Rhino contribution in April 2004. Equipment lease expense for the fiscal year was $25.5 million, compared to $19.7 million in the prior fiscal year primarily reflecting the addition of leased equipment related to the partnership’s technology initiative.

     Adjusted EBITDA, including results from discontinued operations, and net earnings for fiscal 2005 were $189.2 million and $88.8 million, respectively, compared to $173.7 million and $28.6 million achieved in fiscal 2004. Fiscal 2005 net earnings were favorably impacted by the partnership’s July 2005 divestiture of certain non-strategic storage and terminal assets, which generated a $97.0 million gain on the sale of these discontinued operations.

     “With the rollout of our technology platform behind us and our recent significant debt reduction, we are now operationally and financially positioned in fiscal 2006 to be more flexible to changes in customer demand, commodity prices and other factors impacting our industry,” said Mr. Ferrell. “We are excited to share with investors what our enhanced capabilities can produce and expect to show a significant improvement in our financial results beginning with our upcoming fiscal first quarter.”

     For the fourth quarter, propane sales volumes and gross profit were 130 million gallons and $106.3 million, respectively. Operating and general and administrative expenses were $86.9 million and $10.7 million, respectively. Interest expense and depreciation and amortization expense were $22.8 million and $21.5 million, respectively, while equipment lease expense was $6.8 million. These seasonal results produced an expected Adjusted EBITDA, including results from discontinued operations, of $3.2 million and net earnings of $46.6 million for the fourth fiscal quarter.

     Ferrellgas Partners, L.P., through its operating partnership, Ferrellgas, L.P., currently serves more than one million customers in all 50 states, the District of Columbia, Puerto Rico, the U.S. Virgin Islands and Canada. Ferrellgas employees indirectly own more than 18 million common units of Ferrellgas Partners through an employee stock ownership plan.

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 Annual Report on 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, 2005 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)

ASSETS		July 31, 2005				July 31, 2004
Current Assets:
Cash and cash equivalents		$	20,505			$	15,428
Accounts and notes receivable, net			107,778				110,389
Inventories			97,743				96,359
Prepaid expenses and other current assets			12,861				9,715
Current assets of discontinued operations			—				11,348
Total Current Assets			238,887				243,239
Property, plant and equipment, net			766,765				776,507
Goodwill			234,142				230,604
Intangible assets, net			255,277				264,427
Other assets, net			13,902				15,330
Non-current assets of discontinued operations			—				48,068
Total Assets		$	1,508,973			$	1,578,175
LIABILITIES AND PARTNERS’ CAPITAL
Current Liabilities:
Accounts payable		$	108,667			$	101,737
Short term borrowings			19,800				—
Other current liabilities(a)			71,535				88,313
Current liabilities of discontinued operations			—				7,052
Total Current Liabilities			200,002				197,102
Long-term debt(a)			948,977				1,153,652
Other liabilities			20,165				17,052
Non-current liabilities of discontinued operations			—				3,479
Contingencies and commitments			—				—
Minority interest			6,151				4,791
Partners’ Capital:
Senior unitholder (0 and 1,994,146 units outstanding and liquidation preference $0 and $79,766 at 2005 and 2004 respectively)			—				79,766
Common unitholders (60,134,054 and 48,772,875 units outstanding at 2005 and 2004, respectively)			390,422				178,994
General partner unitholder (607,415 and 512,798 units outstanding at 2005 and 2004, respectively)			(56,132	)			(57,391	)
Accumulated other comprehensive income (loss)			(612	)			730
Total Partners’ Capital			333,678				202,099
Total Liabilities and Partners’ Capital		$	1,508,973			$	1,578,175

FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
FOR THE THREE AND TWELVE MONTHS ENDED JULY 31, 2005 AND 2004
(in thousands, except per unit data)
(unaudited)

		Three months ended July 31								Twelve months ended July 31
		2005				2004				2005				2004
Revenues:
Propane and other gas liquids sales		$	261,908			$	209,139			$	1,592,325			$	1,210,564
Other			34,442				34,413				161,789				97,822
Total revenues			296,350				243,552				1,754,114				1,308,386
Cost of product sold			190,091				139,296				1,140,298				766,404
Gross profit			106,259				104,256				613,816				541,982
Operating expense			86,864				91,849				366,192				323,260
Depreciation and amortization expense			21,509				19,673				83,060				56,111
General and administrative expense			10,664				10,771				42,342				34,532
Equipment lease expense			6,821				5,396				25,495				19,652
Employee stock ownership plan compensation charge			3,814				1,902				12,266				7,892
Loss on sale of assets and other			4,070				2,652				8,673				7,133
Operating income (loss)			(27,483	)			(27,987	)			75,788				93,402
Interest expense			(22,848	)			(22,384	)			(91,518	)			(74,467	)
Interest income			368				322				1,894				1,582
Earnings (loss) before income taxes, minority interest, and discontinued operations			(49,963	)			(50,049	)			(13,836	)			20,517
Income tax expense (benefit)			879				(419	)			1,447				(402	)
Minority interest(b)			(452	)			(444	)			92				418
Earnings (loss) before discontinued operations			(50,390	)			(49,186	)			(15,375	)			20,501
Earnings from discontinued operations (including gain on sale in 2005 of $97,001), net of minority interest			97,027				1,415				104,189				8,049
Net earnings (loss)			46,637				(47,771	)			88,814				28,550
Distributions to senior unitholder			1,323				1,995				7,305				7,977
Net earnings (loss) available to general partner			3,146				(497	)			815				206
Net earnings (loss) available to common unitholders		$	42,168			$	(49,269	)		$	80,694			$	20,367
Basic earnings (loss) per common unit:
Net earnings available to common unitholders before discontinued operations(c)		$	(0.91	)		$	(1.04	)		$	(0.41	)		$	0.30
Earnings from discontinued operations		$	1.66			$	0.03			$	1.91			$	0.19
Net earnings available to common unitholders(e)		$	0.75			$	(1.01	)		$	1.50			$	0.49
Weighted average common units outstanding			56,460.5				48,772.0				53,945.4				41,419.2
Supplemental Data and Reconciliation of Non-GAAP Item:

		Three months ended July 31								Twelve months ended July 31
		2005				2004				2005				2004
Propane gallons			130,053				129,948				897,606				873,711
Net earnings (loss)		$	46,637			$	(47,771	)		$	88,814			$	28,550
Income taxes			879				(419	)			1,447				(402	)
Interest expense			22,848				22,384				91,518				74,467
Depreciation and amortization expense			21,509				19,673				83,060				56,111
Interest income			(368	)			(322	)			(1,894	)			(1,582	)
EBITDA		$	91,505			$	(6,455	)		$	262,945			$	157,144
Employee stock ownership plan compensation charge			3,814				1,902				12,266				7,892
Earnings from discontinued operations(a)			(95,751	)			364				(94,785	)			1,121
Loss on disposal of assets and other			4,070				2,652				8,673				7,133
Minority interest (b)			(452	)			(444	)			92				418
Adjusted EBITDA (d)		$	3,186			$	(1,981	)		$	189,191			$	173,708