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 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, 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.

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.

Ferrellgas, Inc. Unaudited Balance Sheets

     We are filing the unaudited interim condensed consolidated balance sheets and footnotes of Ferrellgas Partners, L.P.’s and Ferrellgas, L.P.’s non-public general partner, Ferrellgas, Inc., to update its most recent audited consolidated balance sheets. See Exhibit 99.15 for the unaudited condensed consolidated balance sheets and footnotes of Ferrellgas, Inc.

Item 9.01 Financial Statements and Exhibits.

The following materials are filed as exhibits to this Current Report on Form 8-K.

     Exhibit 99.15-Unaudited interim condensed consolidated balance sheets of Ferrellgas, Inc. and footnotes as of January 31, 2008 and July 31, 2007.

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
99.15		Ferrellgas, Inc. Condensed Consolidated Balance Sheets (unaudited) as of January 31, 2008 and July 31, 2007

EXHIBIT 99.15

Ferrellgas, Inc. and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

As of January 31, 2008 and July 31, 2007

FERRELLGAS, INC. AND SUBSIDIARIES

Table of Contents

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)

		Page
Condensed Consolidated Balance Sheets – January 31, 2008 and July 31, 2007			1
Notes to Condensed Consolidated Balance Sheets			2

FERRELLGAS, INC. AND SUBSIDIARIES
(a wholly-owned subsidiary of Ferrell Companies, Inc.)

CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
(unaudited)

		January 31,				July 31,
		2008				2007
ASSETS
Current assets:
Cash and cash equivalents		$	37,846			$	21,440
Accounts and notes receivable, net			169,074				118,320
Inventories			181,421				113,807
Prepaid expenses and other current assets			26,736				16,782
Total current assets			415,077				270,349
Property, plant and equipment, net			743,540				768,246
Goodwill			483,353				483,689
Intangible assets, net			235,644				246,283
Other assets, net			19,642				17,874
Total assets		$	1,897,256			$	1,786,441
LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIENCY)
Current liabilities:
Accounts payable		$	135,302			$	62,103
Short-term borrowings			128,052				57,779
Other current liabilities			100,427				107,231
Total current liabilities			363,781				227,113
Long-term debt			1,017,865				1,011,751
Deferred income taxes			5,968				5,402
Other liabilities			18,993				18,873
Contingencies and commitments (Note F)			—				—
Minority interest			399,003				417,904
Parent investment in subsidiary			171,179				180,160
Stockholder’s equity (deficiency):
Common stock, $1 par value; 10,000 shares authorized; 990 shares issued			1				1
Additional paid-in-capital			20,572				20,429
Note receivable from parent			(145,183	)			(145,231	)
Retained earnings			43,508				45,303
Accumulated other comprehensive income			1,569				4,736
Total stockholder’s equity (deficiency)			(79,533	)			(74,762	)
Total liabilities and stockholder’s equity (deficiency)		$	1,897,256			$	1,786,441

FERRELLGAS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED BALANCE SHEEETS
January 31, 2008
(Dollars in thousands, unless otherwise designated)
(unaudited)

A. Organization and formation

The accompanying consolidated balance sheets and related notes present the consolidated financial position of Ferrellgas, Inc. (the “Company”), its subsidiaries, which include its general partnership interest in both Ferrellgas Partners, L.P. (“Ferrellgas Partners”) and Ferrellgas, L.P. (the “operating partnership”). The Company is a wholly-owned subsidiary of Ferrell Companies, Inc. (the “Ferrell” or “Parent”).

The condensed consolidated balance sheets of the Company reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the interim periods presented. All adjustments to the consolidated balance sheets were of a normal, recurring nature. The information included in this Quarterly Report should be read in conjunction with the consolidated financial statements and accompanying notes as set forth in the Company’s consolidated financial statements for fiscal 2007.

B. Summary of significant accounting policies

(1) Nature of operations:

The Company is a holding entity that conducts no operations and has three subsidiaries, Ferrellgas Partners, Ferrellgas, L.P. and Ferrellgas Acquisitions Company, LLC (“Ferrellgas Acquisitions Company”).

The Company owns a 1% general partner interest in Ferrellgas Partners and an approximate 1% general partner interest in the operating partnership. The operating partnership is the only operating subsidiary of Ferrellgas Partners. The Company owns a 100% equity interest in Ferrellgas Acquisitions Company. Limited operations are conducted by or through Ferrellgas Acquisitions Company, whose only purpose is to acquire the tax liabilities of acquirees of Ferrellgas Partners. Ferrellgas is engaged primarily in the distribution of propane and related equipment and supplies in the United States. The propane distribution market is seasonal because propane is used primarily for heating in residential and commercial buildings. Ferrellgas serves residential, industrial/commercial, portable tank exchange, agricultural and other customers in all 50 states, the District of Columbia, Puerto Rico.

(2) Accounting estimates:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements. Actual results could differ from these estimates. Significant estimates impacting the condensed consolidated balance sheets include accruals that have been established for contingent liabilities, pending claims and legal actions arising in the normal course of business, useful lives of property, plant and equipment assets, residual values of tanks, capitalization of customer tank installation costs, amortization methods of intangible assets, and valuation methods used to value sales returns and allowances, allowance for doubtful accounts, derivative commodity contracts and stock and unit-based compensation calculations.

(3) New accounting standards:

Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. This statement is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the potential impact of this statement.

SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities,” provides entities the irrevocable option to elect to carry most financial assets and liabilities at fair value with changes in fair value recorded in earnings. This statement is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the potential impact of this statement.

FASB Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” provides a recognition threshold and measurement attribute for the recognition and measurement

of a tax position taken or expected to be taken in a tax return and also provides guidance on derecognition, classification, treatment of interest and penalties, and disclosure. FIN 48 is effective for fiscal years beginning after December 15, 2006. The adoption of this interpretation during fiscal 2008 did not have a significant impact on the Company.

SFAS No. 141(R) “Business Combinations” (a replacement of SFAS No. 141, “Business Combinations”) establishes principles and requirements for how the acquirer in a business combination recognizes and measures the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree, how the acquirer recognizes and measures goodwill or a gain from a bargain purchase (formerly negative goodwill) and how the acquirer determines what information to disclose. This statement is effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company is currently evaluating the potential impact of this statement.

SFAS No. 160 “Noncontrolling Interests in Consolidated Financial Statements” establishes accounting and reporting standards for the noncontrolling interest (formerly minority interest) in a subsidiary and for the deconsolidation of a subsidiary and it clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity. This statement is effective for fiscal years beginning on or after December 15, 2008. The Company is currently evaluating the potential impact of this statement.

SFAS No. 161 “Disclosures about Derivative Instruments and Hedging Activities, an Amendment to FASB Statement No. 133” enhances disclosure requirements for derivative instruments and hedging activities. This statement is effective for fiscal years and interim periods beginning on or after November 15, 2008. The Company is currently evaluating the potential impact of this statement.

(4) Income taxes:

Deferred taxes consisted of the following:

		January 31,				July 31,
		2008				2007
Deferred tax assets		$	4,723			$	1,718
Deferred tax liabilities			(5,968	)			(5,402	)

C. Supplemental balance sheet information

Inventories consist of:

		January 31,				July 31,
		2008				2007
Propane gas and related products		$	160,791			$	89,769
Appliances, parts and supplies			20,630				24,038
		$	181,421			$	113,807

In addition to inventories on hand, the Company enters into contracts primarily to buy propane for supply procurement purposes. Most of these contracts have terms of less than one year and call for payment based on market prices at the date of delivery. All supply procurement fixed price contracts have terms of fewer than 24 months. As of January 31, 2008, the Company had committed, for supply procurement purposes, to take net delivery of approximately 21.0 million gallons of propane at fixed prices.

Other current liabilities consist of:

		January 31,				July 31,
		2008				2007
Accrued interest		$	20,590			$	23,447
Accrued payroll			12,155				16,680
Accrued insurance			12,224				11,602
Current portion of long-term debt			2,758				2,957
Customer deposits and advances			20,375				21,018
Other			32,325				31,527
		$	100,427			$	107,231

D. Accounts receivable securitization

The operating partnership transfers certain of its trade accounts receivable to Ferrellgas Receivables, LLC (“Ferrellgas Receivables”), a wholly-owned unconsolidated, special purpose entity, and retains an interest in a portion of these transferred receivables. As these transferred receivables are subsequently collected and the funding from the accounts receivable securitization facility is reduced, the operating partnership’s retained interest in these receivables is reduced. The accounts receivable securitization facility consisted of the following:

		January 31,				July 31,
		2008				2007
Retained interest		$	37,256			$	14,022
Accounts receivable transferred		$	200,000			$	76,250

The retained interest was classified as accounts and notes receivable on the condensed consolidated balance sheets. The operating partnership had fully utilized the account receivable securitization facility’s capacity as of January 31, 2008.

The weighted average discount rate used to value the retained interest in the transferred receivables was 5.1% and 5.3% as of January 31, 2008 and July 31, 2007, respectively.

E. Long-term debt

Long-term debt consists of:

		January 31,				July 31,
		2008				2007
Senior notes
Fixed rate, Series C-E, ranging from 7.12% to 7.42% due 2008-2013		$	204,000			$	204,000
Fixed rate, 8.75%, due 2012, net of unamortized premium			269,661				269,851
Fixed rate, Series C, 8.87%, due 2009			73,000				163,000
Fixed rate, 6.75% due 2014, net of unamortized discount			249,439				249,391
Credit facilities, variable interest rates, expiring 2009 and 2010 (net of $128.1 million and $57.8 million classified as short-term borrowings at January 31, 2008 and July 31, 2007, respectively)			217,548				120,021
Notes payable, due 2008 to 2016, net of unamortized discount			6,936				8,395
Capital lease obligations			39				50
			1,020,623				1,014,708
Less: current portion, included in other current liabilities on the condensed consolidated balance sheets			2,758				2,957
		$	1,017,865			$	1,011,751

During August 2007, the Company made scheduled principal payments of $90.0 million of the 8.78% Series B Senior Notes using proceeds from borrowings on the unsecured bank credit facilities.

Unsecured credit facilities

As of January 31, 2008, the operating partnership had total borrowings outstanding under the unsecured credit facilities of $345.6 million. The Company classified $128.1 million of this amount as short term borrowings since it was used to fund working capital needs that management intends to pay down within the next 12 months. These borrowings have a weighted average interest rate of 6.77%. As of July 31, 2007, the operating partnership had total borrowings outstanding under the unsecured bank credit facilities of $177.8 million. The Company classified $57.8 million of this amount as short term borrowings since it was used to fund working capital needs that management had intended to pay down within the following 12 months. These borrowings had a weighted average interest rate of 7.21%.

F. Contingencies

The Company’s operations are subject to all operating hazards and risks normally incidental to handling, storing, transporting and otherwise providing for use by consumers of combustible liquids such as propane. As a result, at any given time, the Company is threatened with or named as a defendant in various lawsuits arising in the ordinary course of business. Currently, the Company is not a party to any legal proceedings other than various claims and lawsuits arising in the ordinary course of business. It is not possible to determine the ultimate disposition of these matters; however, management is of the opinion that there are no known claims or contingent claims that are reasonably expected to have a material adverse effect on the condensed consolidated financial condition of the Company.

G. Subsequent Events

During April 2008, the operating partnership executed an amendment to its unsecured credit facility increasing its borrowing capacity by $73 million and bringing total borrowing capacity for all unsecured credit facilities to $598 million.

During May 2008, the operating partnership renewed its accounts receivable securitization facility for a 364-day commitment with JP Morgan Chase Bank, N.A. and Fifth Third Bank. The renewed facility allows the operating partnership to sell up to $160.0 million of accounts receivable, depending on the available undivided interest in the operating partnership’s accounts receivable from certain customers.