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

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)		(I.R.S. 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

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

Ferrellgas, L.P.

Delaware		000-50182		43-1698481
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. 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

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)		(I.R.S. 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

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 6, 2008, Ferrellgas Partners, L.P. issued a press release regarding its financial results for its third fiscal quarter ended April 30, 2008. 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 6, 2008, reporting its financial results for its third fiscal quarter ended April 30, 2008.

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 deterination 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 soley 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.

Exhibit Index

Exhibit No.		Description
99.1		Press release of Ferrellgas Partners, L.P. dated June 6, 2008, reporting its financial results for its third fiscal quarter ended April 30, 2008

For Immediate Release

Contact:

Tom Colvin, Investor Relations, 913-661-1530
Scott Brockelmeyer, Media Relations, 913-661-1830

Ferrellgas Partners Reports Third-Quarter Results;
Provides Guidance for Full-Year Adjusted EBITDA

     OVERLAND PARK, Kan., June 6, 2008 — Ferrellgas Partners, L.P. (NYSE: FGP), one of the nation’s largest propane distributors, today reported for the third fiscal quarter ended April 30 Adjusted EBITDA of $85.1 million, down from the record $95.1 million for the same quarter in the prior fiscal year. Net earnings were $35.2 million, or $0.55 per unit, compared with a record $43.7 million, or $0.69 per unit, the year before. The decreases continued to reflect sharply higher propane costs that pressured margins and triggered customer conservation. Partially offsetting these factors were higher fee income and an ongoing tight rein on expenses.

     Propane sales volume in the third fiscal quarter decreased to 252 million gallons from 271 million gallons in the prior-year’s third quarter, mirroring similar trends from the first half of the fiscal year.

     Chairman and Chief Executive Officer James Ferrell pointed out, “In light of the hurdles we had to clear, which included a 44-percent increase in the cost of propane, we achieved Adjusted EBITDA that approached our budget for the quarter. Our operating platform’s efficiencies contributed to that performance as operating expense declined 4 percent on a year-over-year basis. General and administrative expense decreased more than 7 percent.”

     Ferrell pointed out, “In this current, challenging environment, our team performed remarkably well and deserves a lot of credit. We continue to believe that we have in place the fundamentals that will lead to improved operations.”

     President and Chief Operating Officer Steve Wambold reported, “Our Blue Rhino brand had a solid third quarter, reaching its volume goals, while successfully implementing price increases with its customers. Moreover, Blue Rhino is off to an excellent start in the fourth quarter, having added 2,500 selling locations over the past year and having recently secured a commitment for more than 1,000 additional locations from an existing customer to be installed prior to the end of July.”

     Wambold pointed out, “Based on Blue Rhino’s positive momentum and our well-established expense control efforts, we expect meaningful improvement in our Adjusted EBITDA results in the fourth quarter over year-earlier results. We expect that this performance will result in Adjusted EBITDA for the full fiscal year in the range of $225.0 million to $230.0 million.”

     Third quarter revenues rose to $712.1 million from $624.2 million in the year-earlier period, with higher wholesale propane commodity prices and additional fee income contributing to the increase. Gross profit decreased to $194.9 million from $210.5 million. Operating expense was $93.3 million versus $97.4 million a year ago while general and administrative expense was $10.9 million compared with $11.8 million. Equipment lease expenses also declined, to $6.0 million from $6.7 million.

     Comparable figures for the nine months were as follows: Revenues of $1.87 billion and $1.66 billion a year ago; gross profit, $537.3 million and $565.0 million; propane sales volume, 699 million gallons and 755 million gallons; operating expense, $274.8 million and $287.2 million; general and administrative expense, $33.9 million and $32.9 million; equipment lease expense, $18.5 million and $19.8 million; Adjusted EBITDA, $211.5 million and $226.3 million; and net earnings $63.5 million, or $1.00 per unit and $73.4 million and $1.16 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 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, 2007, 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, 2008				July 31, 2007
ASSETS
Current Assets:
Cash and cash equivalents		$	20,864			$	20,685
Accounts and notes receivable, net			162,580				118,320
Inventories			121,833				113,807
Price risk management assets			17,228				5,097
Prepaid expenses and other current assets			14,690				11,675
Total Current Assets			337,195				269,584
Property, plant and equipment, net			693,742				720,190
Goodwill			248,877				249,481
Intangible assets, net			230,449				246,283
Other assets, net			20,032				17,865
Total Assets		$	1,530,295			$	1,503,403
LIABILITIES AND PARTNERS’ CAPITAL
Current Liabilities:
Accounts payable		$	75,674			$	62,103
Short term borrowings			71,025				57,779
Other current liabilities (a)			100,844				107,199
Total Current Liabilities			247,543				227,081
Long-term debt (a)			1,028,518				1,011,751
Other liabilities			24,041				22,795
Contingencies and commitments			—				—
Minority interest			4,968				5,119
Partners’ Capital:
Common unitholders (62,961,674 and 62,957,674 units outstanding at April 2008 and July 2007, respectively)			268,399				289,075
General partner unitholder (635,977 and 635,936 units outstanding at April 2008 and July 2007, respectively)			(57,361	)			(57,154	)
Accumulated other comprehensive income			14,187				4,736
Total Partners’ Capital			225,225				236,657
Total Liabilities and Partners’ Capital		$	1,530,295			$	1,503,403

FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
FOR THE THREE, NINE AND TWELVE MONTHS ENDED April 30, 2008 AND 2007
(in thousands, except per unit data)
(unaudited)

		Three months ended								Nine months ended								Twelve months ended
		April 30,								April 30,								April 30,
		2008				2007				2008				2007				2008				2007
Revenues:
Propane and other gas liquids sales		$	621,343			$	531,816			$	1,664,734			$	1,458,732			$	1,963,425			$	1,756,041
Other			90,747				92,346				206,240				204,616				236,641				238,585
Total revenues			712,090				624,162				1,870,974				1,663,348				2,200,066				1,994,626
Cost of product sold:
Propane and other gas liquids sales			455,375				341,593				1,212,418				956,288				1,403,299				1,145,839
Other			61,850				72,118				121,232				142,039				136,416				162,701
Gross profit			194,865				210,451				537,324				565,021				660,351				686,086
Operating expense			93,349				97,369				274,828				287,224				368,442				380,173
Depreciation and amortization expense			21,443				22,245				63,883				65,936				85,330				87,025
General and administrative expense			10,947				11,829				33,855				32,877				45,848				45,773
Equipment lease expense			5,990				6,675				18,484				19,773				24,853				26,370
Employee stock ownership plan compensation charge			3,447				2,721				9,693				8,301				12,617				11,057
Loss on disposal of assets and other			2,662				3,097				8,729				9,592				9,959				11,613
Operating income			57,027				66,515				127,852				141,318				113,302				124,075
Interest expense			(21,214	)			(21,534	)			(66,351	)			(66,243	)			(88,061	)			(87,585	)
Interest income			350				981				1,348				2,871				1,622				3,452
Earnings before income taxes and minority interest			36,163				45,962				62,849				77,946				26,863				39,942
Income tax expense — current			243				2,087				600				3,486				575				3,892
Income tax expense (benefit) — deferred (h)			329				(335	)			(2,052	)			148				899				295
Minority interest (a)			420				507				832				933				499				604
Net earnings			35,171				43,703				63,469				73,379				24,890				35,151
Net earnings available to general partner			352				1,860				635				734				249				352
Net earnings available to common unitholders		$	34,819			$	41,843			$	62,834			$	72,645			$	24,641			$	34,799
Earnings Per Unit
Basic and diluted net earnings available per common unit		$	0.55			$	0.66			$	1.00			$	1.16			$	0.39			$	0.56
Dilutive effect of EITF 03-6 (b)			—				0.03				—				—				—				—
Adjusted net earnings per unit available to common unitholders		$	0.55			$	0.69			$	1.00			$	1.16			$	0.39			$	0.56
Weighted average common units outstanding			62,958.9				62,950.4				62,958.7				62,688.2				62,958.1				62,211.1

Supplemental Data and Reconciliation of Non-GAAP Items:

		Three months ended								Nine months ended								Twelve months ended
		April 30,								April 30,								April 30,
		2008				2007				2008				2007				2008				2007
Net earnings		$	35,171			$	43,703			$	63,469			$	73,379			$	24,890			$	35,151
Income tax expense (benefit)			572				1,752				(1,452	)			3,634				1,474				4,187
Interest expense			21,214				21,534				66,351				66,243				88,061				87,585
Depreciation and amortization expense			21,443				22,245				63,883				65,936				85,330				87,025
Interest income			(350	)			(981	)			(1,348	)			(2,871	)			(1,622	)			(3,452	)
EBITDA			78,050				88,253				190,903				206,321				198,133				210,496
Employee stock ownership plan compensation charge			3,447				2,721				9,693				8,301				12,617				11,057
Unit and stock-based compensation charge (c)			483				499				1,383				1,165				1,107				1,447
Loss on disposal of assets and other			2,662				3,097				8,729				9,592				9,959				11,613
Minority interest			420				507				832				933				499				604
Adjusted EBITDA (d)			85,062				95,077				211,540				226,312				222,315				235,217
Net cash interest expense (e)			(22,098	)			(22,451	)			(68,196	)			(66,723	)			(90,493	)			(88,155	)
Maintenance capital expenditures (f)			(5,590	)			(4,026	)			(15,058	)			(13,745	)			(18,248	)			(17,290	)
Cash paid for taxes			(48	)			(1,112	)			(1,327	)			(2,877	)			(2,192	)			(2,268	)
Proceeds from asset sales			2,415				1,563				8,665				7,069				11,426				10,285
Distributable cash flow to equity investors (g)		$	59,741			$	69,051			$	135,624			$	150,036			$	122,808			$	137,789
Propane gallons sales
Retail — Sales to End Users			204,683				220,654				567,247				611,156				658,808				705,408
Wholesale — Sales to Resellers			47,427				50,768				131,412				144,234				176,350				194,919
Total propane gallons sales			252,110				271,422				698,659				755,390				835,158				900,327