Form 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2009
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-13692
AMERIGAS PARTNERS, L.P.
(Exact name of registrant as specified in its charters)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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23-2787918
(I.R.S. Employer
Identification No.) |
460 North Gulph Road, King of Prussia, PA 19406
(Address of principal executive offices) (Zip Code)
(610) 337-7000
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes
o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
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Large accelerated filer þ |
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Accelerated filer o |
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Non-accelerated filer o |
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Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes o No þ
At July 31, 2009, there were 57,046,388 Common Units of AmeriGas Partners, L.P. outstanding.
AMERIGAS PARTNERS, L.P.
TABLE OF CONTENTS
AMERIGAS PARTNERS, L.P.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
(Thousands of dollars)
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June 30, |
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September 30, |
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June 30, |
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2009 |
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2008 |
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2008 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
45,950 |
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$ |
10,909 |
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$ |
10,502 |
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Accounts receivable (less allowances for doubtful accounts of $21,707, $20,215 and $20,415, respectively) |
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152,431 |
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218,411 |
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234,658 |
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Accounts receivable related parties |
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6,246 |
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5,130 |
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4,686 |
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Inventories |
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82,496 |
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144,206 |
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125,421 |
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Derivative financial instruments |
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4,455 |
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13 |
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28,959 |
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Collateral deposits |
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17,830 |
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Prepaid expenses and other current assets |
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8,628 |
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28,597 |
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9,214 |
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Total current assets |
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300,206 |
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425,096 |
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413,440 |
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Property,
plant and equipment (less accumulated depreciation and amortization of $788,318, $743,097 and $725,347, respectively) |
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623,868 |
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616,834 |
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621,610 |
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Goodwill |
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661,736 |
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640,843 |
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640,439 |
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Intangible
assets (less accumulated amortization of $23,973, $20,033 and $32,764, respectively) |
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30,420 |
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27,579 |
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27,742 |
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Other assets |
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14,122 |
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14,721 |
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15,804 |
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Total assets |
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$ |
1,630,352 |
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$ |
1,725,073 |
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$ |
1,719,035 |
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LIABILITIES AND PARTNERS CAPITAL |
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Current liabilities: |
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Current maturities of long-term debt |
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$ |
1,586 |
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$ |
71,466 |
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$ |
71,219 |
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Bank loans |
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26,000 |
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Accounts payable trade |
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89,996 |
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172,800 |
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146,264 |
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Accounts payable related parties |
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1,428 |
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2,017 |
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1,373 |
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Customer deposits and advances |
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51,473 |
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106,946 |
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57,008 |
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Derivative financial instruments |
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27,720 |
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55,792 |
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2,558 |
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Other current liabilities |
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82,692 |
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123,540 |
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82,911 |
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Total current liabilities |
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254,895 |
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532,561 |
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387,333 |
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Long-term debt |
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861,831 |
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861,924 |
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861,455 |
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Other noncurrent liabilities |
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75,387 |
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72,490 |
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64,245 |
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Commitments and contingencies (note 4) |
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Minority interests |
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12,399 |
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10,723 |
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12,076 |
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Partners capital |
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425,840 |
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247,375 |
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393,926 |
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Total liabilities and partners capital |
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$ |
1,630,352 |
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$ |
1,725,073 |
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$ |
1,719,035 |
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See accompanying notes to condensed consolidated financial statements.
- 1 -
AMERIGAS PARTNERS, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(Thousands of dollars, except per unit amounts)
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Three Months Ended |
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Nine Months Ended |
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June 30, |
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June 30, |
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2009 |
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2008 |
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2009 |
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2008 |
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Revenues: |
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Propane |
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$ |
333,212 |
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$ |
488,482 |
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$ |
1,791,963 |
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$ |
2,148,458 |
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Other |
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39,465 |
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46,647 |
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131,155 |
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141,495 |
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372,677 |
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535,129 |
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1,923,118 |
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2,289,953 |
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Costs and expenses: |
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Cost of sales propane (excluding depreciation shown below) |
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193,206 |
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343,561 |
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1,081,864 |
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1,492,705 |
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Cost of sales other (excluding depreciation shown below) |
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17,132 |
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19,386 |
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47,938 |
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52,585 |
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Operating and administrative expenses |
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140,794 |
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146,265 |
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465,897 |
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|
463,805 |
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Depreciation and amortization |
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21,040 |
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20,158 |
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62,677 |
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60,004 |
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Gain on sale of California storage facility |
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(39,887 |
) |
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Other income, net |
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(3,824 |
) |
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(3,826 |
) |
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(12,581 |
) |
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(15,976 |
) |
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368,348 |
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525,544 |
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1,605,908 |
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2,053,123 |
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Operating income |
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4,329 |
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9,585 |
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317,210 |
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236,830 |
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Interest expense |
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(17,181 |
) |
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(18,135 |
) |
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(53,701 |
) |
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(55,062 |
) |
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(Loss) income before income taxes and minority interests |
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(12,852 |
) |
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(8,550 |
) |
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|
263,509 |
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|
181,768 |
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Income taxes |
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(670 |
) |
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|
(176 |
) |
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(2,081 |
) |
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|
(953 |
) |
Minority interests |
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(3 |
) |
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(62 |
) |
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(3,155 |
) |
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(2,348 |
) |
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Net (loss) income |
|
$ |
(13,525 |
) |
|
$ |
(8,788 |
) |
|
$ |
258,273 |
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$ |
178,467 |
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General partners interest in net (loss) income |
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$ |
432 |
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$ |
217 |
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$ |
3,761 |
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$ |
2,177 |
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Limited partners interest in net (loss) income |
|
$ |
(13,957 |
) |
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$ |
(9,005 |
) |
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$ |
254,512 |
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$ |
176,290 |
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(Loss) income per limited partner unit basic and diluted (note 1) |
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Basic |
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$ |
(0.24 |
) |
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$ |
(0.16 |
) |
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$ |
3.50 |
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$ |
2.79 |
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Diluted |
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$ |
(0.24 |
) |
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$ |
(0.16 |
) |
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$ |
3.49 |
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$ |
2.79 |
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Average limited partner units outstanding (thousands): |
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Basic |
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57,046 |
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|
57,010 |
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|
|
57,035 |
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|
57,003 |
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Diluted |
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|
57,046 |
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|
57,010 |
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|
57,077 |
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|
57,040 |
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See accompanying notes to condensed consolidated financial statements.
- 2 -
AMERIGAS PARTNERS, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(Thousands of dollars)
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Nine Months Ended |
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|
June 30, |
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2009 |
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2008 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net income |
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$ |
258,273 |
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$ |
178,467 |
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Adjustments
to reconcile net income to net cash from operating activities: |
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Depreciation and amortization |
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|
62,677 |
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|
60,004 |
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Provision for uncollectible accounts |
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|
11,408 |
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|
|
12,362 |
|
Gain on sale of California LPG storage facility |
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|
(39,887 |
) |
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Net change in settled accumulated other comprehensive income |
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|
(3,345 |
) |
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|
(2,407 |
) |
Other, net |
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|
2,603 |
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|
|
5,359 |
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Net change in: |
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Accounts receivable |
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|
54,802 |
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(63,670 |
) |
Inventories |
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62,839 |
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|
(395 |
) |
Accounts payable |
|
|
(83,657 |
) |
|
|
(19,042 |
) |
Collateral deposits |
|
|
17,830 |
|
|
|
|
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Other current assets |
|
|
19,968 |
|
|
|
1,533 |
|
Other current liabilities |
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|
(91,387 |
) |
|
|
(69,230 |
) |
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|
|
|
|
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Net cash provided by operating activities |
|
|
272,124 |
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|
|
102,981 |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Expenditures for property, plant and equipment |
|
|
(57,421 |
) |
|
|
(48,168 |
) |
Proceeds from disposals of assets |
|
|
5,361 |
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|
|
7,154 |
|
Net proceeds from sale of California LPG storage facility |
|
|
42,426 |
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|
|
|
|
Acquisitions of businesses, net of cash acquired |
|
|
(40,790 |
) |
|
|
(1,533 |
) |
|
|
|
|
|
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Net cash used by investing activities |
|
|
(50,424 |
) |
|
|
(42,547 |
) |
|
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|
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CASH FLOWS FROM FINANCING ACTIVITIES: |
|
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|
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|
|
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Distributions |
|
|
(113,532 |
) |
|
|
(107,496 |
) |
Minority interest activity |
|
|
(1,814 |
) |
|
|
(1,759 |
) |
Increase in bank loans |
|
|
|
|
|
|
26,000 |
|
Repayment of long-term debt |
|
|
(70,985 |
) |
|
|
(1,485 |
) |
Proceeds from issuance of Common Units, net of tax withheld |
|
|
(338 |
) |
|
|
766 |
|
Capital contributions from General Partner |
|
|
10 |
|
|
|
8 |
|
|
|
|
|
|
|
|
Net cash used by financing activities |
|
|
(186,659 |
) |
|
|
(83,966 |
) |
|
|
|
|
|
|
|
|
Cash and cash equivalents increase (decrease) |
|
$ |
35,041 |
|
|
$ |
(23,532 |
) |
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS: |
|
|
|
|
|
|
|
|
End of period |
|
$ |
45,950 |
|
|
$ |
10,502 |
|
Beginning of period |
|
|
10,909 |
|
|
|
34,034 |
|
|
|
|
|
|
|
|
Increase (decrease) |
|
$ |
35,041 |
|
|
$ |
(23,532 |
) |
|
|
|
|
|
|
|
See accompanying notes to condensed consolidated financial statements.
- 3 -
AMERIGAS PARTNERS, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS CAPITAL
(unaudited)
(Thousands of dollars, except unit data)
|
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Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
other |
|
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Total |
|
|
|
Number of |
|
|
Common |
|
|
General |
|
|
comprehensive |
|
|
partners |
|
|
|
Common Units |
|
|
unitholders |
|
|
partner |
|
|
income (loss) |
|
|
capital |
|
Balance September 30, 2008 |
|
|
57,009,951 |
|
|
$ |
308,186 |
|
|
$ |
3,094 |
|
|
$ |
(63,905 |
) |
|
$ |
247,375 |
|
Net income |
|
|
|
|
|
|
254,512 |
|
|
|
3,761 |
|
|
|
|
|
|
|
258,273 |
|
Net losses on derivative instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(149,776 |
) |
|
|
(149,776 |
) |
Reclassification of net losses on
derivative instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
182,905 |
|
|
|
182,905 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
254,512 |
|
|
|
3,761 |
|
|
|
33,129 |
|
|
|
291,402 |
|
Distributions |
|
|
|
|
|
|
(111,219 |
) |
|
|
(2,313 |
) |
|
|
|
|
|
|
(113,532 |
) |
Unit-based compensation expense |
|
|
|
|
|
|
923 |
|
|
|
|
|
|
|
|
|
|
|
923 |
|
Common Units issued in connection
with incentive compensation
plans, net of tax withheld |
|
|
36,437 |
|
|
|
(338 |
) |
|
|
10 |
|
|
|
|
|
|
|
(328 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance June 30, 2009 |
|
|
57,046,388 |
|
|
$ |
452,064 |
|
|
$ |
4,552 |
|
|
$ |
(30,776 |
) |
|
$ |
425,840 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to condensed consolidated financial statements.
- 4 -
AMERIGAS PARTNERS, L.P.
Notes to Condensed Consolidated Financial Statements
(unaudited)
(Thousands of dollars, except per unit)
The condensed consolidated financial statements include the accounts of AmeriGas Partners,
L.P. (AmeriGas Partners) and its principal operating subsidiaries AmeriGas Propane, L.P.
(AmeriGas OLP) and AmeriGas OLPs subsidiary, AmeriGas Eagle Propane, L.P. (Eagle OLP).
AmeriGas Partners, AmeriGas OLP and Eagle OLP are Delaware limited partnerships. AmeriGas
OLP and Eagle OLP are collectively referred to herein as the Operating Partnerships, and
AmeriGas Partners, the Operating Partnerships and all of their subsidiaries are collectively
referred to herein as the Partnership or we. We eliminate all significant intercompany
accounts and transactions when we consolidate. We account for AmeriGas Propane, Inc.s (the
General Partners) 1.01% interest in AmeriGas OLP and an unrelated third partys
approximate 0.1% limited partner interest in Eagle OLP, prior to its redemption in July 2009
(See Note 4), as minority interests in the condensed consolidated financial statements. The
General Partner is an indirect wholly owned subsidiary of UGI Corporation (UGI).
|
|
AmeriGas Finance Corp., AmeriGas Eagle Finance Corp. and AP Eagle Finance Corp. are wholly
owned finance subsidiaries of AmeriGas Partners. Their sole purpose is to serve as
co-obligors for debt securities issued by AmeriGas Partners. |
|
|
|
The accompanying condensed consolidated financial statements are unaudited and have been
prepared in accordance with the rules and regulations of the U.S. Securities and Exchange
Commission (SEC). They include all adjustments which we consider necessary for a fair
statement of the results for the interim periods presented. Such adjustments consisted only
of normal recurring items unless otherwise disclosed. The September 30, 2008 condensed
consolidated balance sheet data were derived from audited financial statements, but do not
include all disclosures required by accounting principles generally accepted in the United
States of America (GAAP). These financial statements should be read in conjunction with
the financial statements and related notes included in our Annual Report on Form 10-K for
the year ended September 30, 2008. Weather significantly impacts demand for propane and
profitability because many customers use propane for heating purposes. Due to the seasonal
nature of the Partnerships propane business, the results of operations for interim periods
are not necessarily indicative of the results to be expected for a full year. |
|
|
|
Allocation of Net Income (Loss). Net income (loss) for partners capital and statement of
operations presentation purposes is allocated to the General Partner and the limited
partners in accordance with their respective ownership percentages after giving effect to
amounts distributed to the General Partner in excess of its 1% general partner interest in
AmeriGas Partners (incentive distributions), if any, in accordance with the Fourth Amended
and Restated Agreement of Limited Partnership of AmeriGas Partners (Partnership
Agreement). |
- 5 -
AMERIGAS PARTNERS, L.P.
Notes
to Condensed Consolidated Financial Statements
(unaudited)
(Thousands of dollars, except per unit)
Net Income (Loss) Per Unit. Income (loss) per limited partner unit is computed in
accordance with Emerging Issues Task Force (EITF) Issue No. 03-6, Participating
Securities and the Two-Class Method under Financial Accounting Standards Board (FASB)
Statement No. 128 (EITF 03-6), by dividing the limited partners interest in net income
(loss) by the weighted average number of limited partner units outstanding. The two class
method requires that income per limited partner unit be calculated as if all earnings for
the period were distributed and requires a separate calculation for each quarter and
year-to-date period. Thus, in periods when our net income exceeds our aggregate
distributions paid and undistributed earnings are above certain levels, the calculation
according to the two-class method results in an increased allocation of undistributed
earnings to the General Partner. Due to the seasonality of the propane business, EITF 03-6
will typically impact net income per limited partner unit for our first three fiscal
quarters. Theoretical distributions of net income in accordance with EITF 03-6 for the nine
months ended June 30, 2009 and 2008 resulted in an increased allocation of net income to the
General Partner in the computation of the income per limited partner unit which had the
effect of decreasing earnings per limited partner unit by $0.97 and $0.30, respectively.
There was no dilutive effect of EITF 03-6 on net loss per limited partner unit for the three
months ended June 30, 2009 or 2008.
Potentially dilutive Common Units included in the diluted limited partner units outstanding
computation reflect the effects of restricted Common Unit awards granted under the General
Partners incentive compensation plans.
Comprehensive Income. The following table presents the components of comprehensive income
for the three and nine months ended June 30, 2009 and 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
Net (loss) income |
|
$ |
(13,525 |
) |
|
$ |
(8,788 |
) |
|
$ |
258,273 |
|
|
$ |
178,467 |
|
Other comprehensive income |
|
|
68,265 |
|
|
|
26,506 |
|
|
|
33,129 |
|
|
|
10,354 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
$ |
54,740 |
|
|
$ |
17,718 |
|
|
$ |
291,402 |
|
|
$ |
188,821 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income is principally the result of changes in the fair value of
propane commodity derivative instruments and interest rate protection agreements qualifying
as cash flow hedges, net of reclassifications of net gains and losses to net income.
Reclassifications. We have reclassified certain prior-year balances to conform to the
current-period presentation.
Use of Estimates. We make estimates and assumptions when preparing financial statements in
conformity with GAAP. These estimates and assumptions affect the reported amounts of assets
and liabilities, revenues and expenses, as well as the
disclosure of contingent assets and liabilities. Actual results could differ from these
estimates.
- 6 -
AMERIGAS PARTNERS, L.P.
Notes
to Condensed Consolidated Financial Statements
(unaudited)
(Thousands of dollars, except per unit)
Subsequent Events. Management has evaluated the impact of subsequent events through August
7, 2009, the date the financial statements were filed with the SEC, and the effects of such
evaluation have been reflected in the financial statements and related disclosures.
Newly Adopted Accounting Standards. Effective with the quarter ended June 30, 2009, we
adopted Financial Accounting Standards Boards (FASB) Staff Position (FSP) FAS 107-1 and
APB 28-1, Interim Disclosures about Fair Value of Financial Instruments (FSP 107-1 and
APB 28-1). FSP 107-1 and APB 28-1 expands the fair value disclosures required for all
financial instruments by SFAS 107, Disclosures about Fair Value of Financial Instruments,
to interim periods for public companies. It also requires disclosures regarding significant
fair value assumptions used. See Note 6 for further information on interim period fair
value disclosures in accordance with FSP 107-1 and APB 28-1.
Effective with the quarter ended June 30, 2009, we adopted Statement of Financial Accounting
Standards (SFAS) No. 165, Subsequent Events (SFAS 165). SFAS 165 provides guidance on
managements accounting for and disclosure of events that occur after the balance sheet date
but before the financial statements are issued including disclosure of the date through
which subsequent events are evaluated. The adoption of SFAS 165 did not have a significant
impact on the Partnerships financial statements.
Effective March 31, 2009, we adopted SFAS No. 161, Disclosures about Derivative Instruments
and Hedging Activities (SFAS 161). SFAS 161 requires enhanced disclosures for all
derivative instruments and hedging activity accounted for under SFAS No. 133, Accounting
for Derivative Instruments and Hedging Activities (SFAS 133). SFAS 161 provides greater
transparency by requiring disclosure regarding: (1) how and why an entity uses derivatives,
(2) how derivatives and related hedged items are accounted for under SFAS 133 and its
related interpretations, and (3) how derivatives and related hedged items affect an entitys
financial position, financial performance and cash flows. See Note 6 for disclosures
required by SFAS 161.
Effective October 1, 2008, we adopted SFAS No. 157, Fair Value Measurements (SFAS 157).
SFAS 157 defines fair value, establishes a framework for measuring fair value in GAAP, and
expands disclosures about fair value measurements. In February 2008, the FASB issued two
FSPs amending SFAS 157. FSP FAS 157-1 amends SFAS 157 to exclude SFAS No. 13, Accounting
for Leases, and its related interpretive accounting pronouncements that address leasing
transactions. FSP FAS 157-2 delays the effective date of SFAS 157 until fiscal years
beginning after November 15, 2008 (Fiscal 2010) for non-financial assets and liabilities
that are recognized or disclosed at fair value in the financial statements on a
non-recurring basis. The adoption of the initial phase of
SFAS 157 did not have a material effect on the Partnerships financial statements and the
Partnership does not anticipate that the adoption of the remainder of SFAS 157 will have a
material effect on the Partnerships consolidated financial statements. In October 2008, the
FASB issued FSP FAS 157-3, Determining the Fair Value of a Financial Asset When the Market
for That Asset Is Not Active (FSP 157-3), which clarifies the application of SFAS 157 to
financial assets in a market that is not active. In April 2009, the FASB issued FSP FAS
157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or
Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly
(FSP 157-4), which provides additional guidance for estimating fair value in accordance
with SFAS 157 when the volume and level of activity for the asset or liability have
significantly decreased. FSP 157-3 and FSP 157-4 did not have an impact on our results of
operations or financial condition. See Note 5 for further information on fair value
measurements in accordance with SFAS 157.
- 7 -
AMERIGAS PARTNERS, L.P.
Notes
to Condensed Consolidated Financial Statements
(unaudited)
(Thousands of dollars, except per unit)
Effective October 1, 2008, we adopted FSP No. FIN 39-1, Amendment of FASB Interpretation
No. 39 (FSP 39-1). FSP 39-1 permits companies to offset fair value amounts recognized for
the right to reclaim cash collateral (a receivable) or the obligation to return cash
collateral (a payable) against fair value amounts recognized for derivative instruments
executed with the same counterparty under a master netting agreement. In addition, upon the
adoption, companies are permitted to change their accounting policy to offset or not offset
fair value amounts recognized for derivative instruments under master netting arrangements.
FSP 39-1 requires retrospective application for all periods presented. We have elected to
continue our policy of reflecting derivative asset or liability positions, as well as cash
collateral, on a gross basis in our Condensed Consolidated Balance Sheets. Accordingly, the
adoption of FSP 39-1 did not impact our financial statements.
Also effective October 1, 2008, we adopted SFAS No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities (SFAS 159). Under SFAS 159, we may elect to
report individual financial instruments and certain items at fair value with changes in fair
value reported in earnings. Once made, this election is irrevocable for those items. The
adoption of SFAS 159 did not impact our financial statements.
Recently Issued Accounting Standards Not Yet Adopted. In June 2009, the FASB issued SFAS No.
168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles (SFAS 168). SFAS 168 identifies the sources of accounting
principles and the framework for selecting accounting principles used in the preparation of
financial statements presented in conformity with GAAP. SFAS 168 establishes the FASB
Accounting Standards Codification as the source of authoritative accounting principles
recognized by the FASB. The issuance of SFAS 168 will not change existing GAAP. SFAS 168 is
effective for all financial statements issued after September 15, 2009.
- 8 -
AMERIGAS PARTNERS, L.P.
Notes
to Condensed Consolidated Financial Statements
(unaudited)
(Thousands of dollars, except per unit)
In April 2008, the FASB issued FSP No. SFAS 142-3, Determination of the Useful Life of
Intangible Assets (FSP SFAS 142-3). FSP SFAS 142-3 amends the factors that should be
considered in developing renewal or extension assumptions used to determine the useful life
of a recognized intangible asset under SFAS No. 142, Goodwill and Other Intangible Assets
(SFAS 142). The intent of FSP SFAS 142-3 is to improve the consistency between the useful
life of a recognized intangible asset under SFAS 142 and the period of expected cash flows
used to measure the fair value of the asset under SFAS No. 141 (revised 2007), Business
Combinations (SFAS 141R) and other applicable accounting literature. FSP SFAS 142-3 is
effective for financial statements issued for fiscal years beginning after December 15, 2008
(Fiscal 2010) and must be applied prospectively to intangible assets acquired after the
effective date. We are currently evaluating the provisions of FSP SFAS 142-3.
In March 2008, the FASB ratified the consensus reached in EITF 07-4, Application of the
Two-Class Method under FASB Statement No. 128 to Master Limited Partnerships (EITF 07-4).
EITF 07-4 addresses the application of the two-class method for master limited partnerships
when incentive distribution rights are present and entitle the holder of such rights to a
portion of the distributions. EITF 07-4 states that when earnings exceed distributions, the
computation of earnings per unit should be based on the terms of the partnership agreement.
Accordingly, any contractual limitations on the distributions to incentive distribution
rights holders would need to be determined for each reporting period. If distributions are
contractually limited to the holder of the incentive distribution rights holders share of
currently designated available cash as defined in the partnership agreement, undistributed
earnings in excess of available cash should not be allocated with respect to the incentive
distribution rights. EITF 07-4 is effective for fiscal years that begin after December 15,
2008 (Fiscal 2010), and would be accounted for as a change in accounting principle and
applied retrospectively. Early adoption of EITF 07-4 is not permitted. We are currently
evaluating the impact of EITF 07-4 on our income (loss) per limited partner unit
calculation.
In December 2007, the FASB issued SFAS 141R, Business Combinations. SFAS 141R applies to
all transactions or other events in which an entity obtains control of one or more
businesses. SFAS 141R establishes, among other things, principles and requirements for how
the acquirer (1) recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed and any noncontrolling interest in the acquiree; (2)
recognizes and measures the goodwill acquired in a business combination or gain from a
bargain purchase; and (3) determines what information with respect to a business combination
should be disclosed. SFAS 141R applies prospectively to business combinations for which the
acquisition date is on or after the first annual reporting period beginning on or after
December 15, 2008 (Fiscal 2010). Among the more significant changes in accounting for
acquisitions are (1) transaction costs will generally be expensed (rather than being
included as costs of the acquisition), (2) contingencies, including contingent
consideration, will generally be recorded at fair value with subsequent adjustments
recognized in operations (rather than as adjustments to the purchase price) and (3)
decreases in valuation allowances on acquired deferred tax assets
will be recognized in operations (rather than decreases in goodwill). Generally, the effects
of SFAS 141R will depend on future acquisitions.
- 9 -
AMERIGAS PARTNERS, L.P.
Notes
to Condensed Consolidated Financial Statements
(unaudited)
(Thousands of dollars, except per unit)
Also in December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements an amendment of ARB No. 51 (SFAS 160). SFAS 160 is
effective for us on October 1, 2009 (Fiscal 2010). This standard will significantly change
the accounting and reporting relating to noncontrolling interests in a consolidated
subsidiary. After adoption, noncontrolling interests ($12,399, $10,723 and $12,076 at June
30, 2009, September 30, 2008 and June 30, 2008, respectively) will be classified as
partners capital, a change from its current classification as minority interests between
liabilities and partners capital. Earnings attributable to minority interests ($3 and
$3,155 in the three and nine months ended June 30, 2009, respectively, and $62 and $2,348 in
the three and nine months ended June 30, 2008, respectively) will be included in net income
although such income, in accordance with EITF 03-06 or EITF 07-04, when adopted, will
continue to be deducted to measure income per limited partner unit. In addition, changes in
a parents ownership interest while retaining control will be accounted for as equity
transactions and any retained noncontrolling equity investments in a former subsidiary will
be initially measured at fair value.
The Partnerships intangible assets comprise the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
September 30, |
|
|
June 30, |
|
|
|
2009 |
|
|
2008 |
|
|
2008 |
|
Subject to amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
Customer relationships and
noncompete agreements |
|
$ |
54,393 |
|
|
$ |
47,612 |
|
|
$ |
60,506 |
|
Accumulated amortization |
|
|
(23,973 |
) |
|
|
(20,033 |
) |
|
|
(32,764 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
30,420 |
|
|
$ |
27,579 |
|
|
$ |
27,742 |
|
|
|
|
|
|
|
|
|
|
|
Not subject to amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
$ |
661,736 |
|
|
$ |
640,843 |
|
|
$ |
640,439 |
|
|
|
|
|
|
|
|
|
|
|
The increase in goodwill and other intangible assets during the nine months ended June 30,
2009 principally reflects the effects of acquisitions. Amortization expense of intangible
assets was $1,321 and $3,957 for the three and nine months ended June 30, 2009,
respectively, and $1,169 and $3,519 for the three and nine months ended June 30, 2008. No
amortization is included in cost of sales in the Condensed Consolidated Statements of
Operations. Our expected aggregate amortization expense of intangible assets for the next
five fiscal years is as follows: Fiscal 2009 $5,214; Fiscal 2010 $4,922; Fiscal 2011
$4,838; Fiscal 2012 $4,768; Fiscal 2013 $4,213.
- 10 -
AMERIGAS PARTNERS, L.P.
Notes
to Condensed Consolidated Financial Statements
(unaudited)
(Thousands of dollars, except per unit)
3. |
|
Related Party Transactions |
Pursuant to the Partnership Agreement and a Management Services Agreement among AmeriGas
Eagle Holdings, Inc., the general partner of Eagle OLP, and the General Partner, the General
Partner is entitled to reimbursement for all direct and indirect expenses incurred or
payments it makes on behalf of the Partnership. These costs, which totaled $83,883 and
$273,125 during the three and nine months ended June 30, 2009, respectively, and $81,522 and
$263,754 during the three and nine months ended June 30, 2008, respectively, include
employee compensation and benefit expenses of employees of the General Partner and general
and administrative expenses.
|
|
UGI provides certain financial and administrative services to the General Partner. UGI
bills the General Partner for all direct and indirect corporate expenses incurred in
connection with providing these services and the General Partner is reimbursed by the
Partnership for these expenses. The allocation of indirect UGI corporate expenses to the
Partnership utilizes a weighted, three-component formula comprising revenues, operating
expenses and net assets employed and considers the Partnerships relative percentage of such
items to the total of such items for all UGIs operating subsidiaries for which general and
administrative services are provided. Management believes that this allocation method is
reasonable and equitable to the Partnership. Such corporate expenses totaled $2,280 and
$9,853 during the three and nine months ended June 30, 2009, respectively, and $2,275 and
$9,062 during the three and nine months ended June 30, 2008, respectively. In addition, UGI
and certain of its subsidiaries provide office space, medical stop loss coverage and
automobile liability insurance to the Partnership. These costs totaled $479 and $2,087
during the three and nine months ended June 30, 2009, respectively, and $675 and $1,782
during the three and nine months ended June 30, 2008, respectively. |
|
|
|
AmeriGas OLP purchases propane from UGI Energy Services, Inc. and subsidiaries (Energy
Services), which is owned by a subsidiary of UGI. Purchases of propane by AmeriGas OLP
from Energy Services totaled $2,446 and $20,358 during the three and nine months ended June
30, 2009, respectively, and $6,396 and $40,932 during the three and nine months ended June
30, 2008, respectively. Amounts due to Energy Services totaled $608, $1,309 and $1,002 at
June 30, 2009, September 30, 2008 and June 30, 2008, respectively, and are reflected in
accounts payable related parties in the Condensed Consolidated Balance Sheets. |
|
|
|
On October 1, 2008, AmeriGas OLP acquired all of the assets of Penn Fuel Propane, LLC (now
named UGI Central Penn Propane, LLC, CPP) from CPP, a second-tier subsidiary of UGI
Utilities, Inc., for $32,000 cash plus estimated working capital of $1,621. UGI Utilities,
Inc is a wholly owned subsidiary of UGI. CPP sold propane to customers primarily in eastern
Pennsylvania. AmeriGas OLP funded the acquisition of the assets of CPP principally from
borrowings under its Credit Agreement. Pursuant to the acquisition agreement, in February
2009, AmeriGas OLP reached an agreement with
UGI Utilities on the working capital adjustment pursuant to which UGI Utilities paid
AmeriGas OLP $1,352 plus interest. |
- 11 -
AMERIGAS PARTNERS, L.P.
Notes
to Condensed Consolidated Financial Statements
(unaudited)
(Thousands of dollars, except per unit)
4. |
|
Commitments and Contingencies |
On May 27, 2009, the General Partner was named as a defendant in a purported class action
lawsuit in the Superior Court of the State of California in which plaintiffs are challenging
the General Partners weight disclosure with regard to its portable propane grill cylinders.
The complaint purports to be brought on behalf of a class of all AmeriGas consumers in the
state of California during the four years prior to the date of the California complaint, who
exchanged an empty cylinder and were provided with what is alleged to be only a
partially-filled cylinder. The plaintiffs seek restitution, injunctive relief, interest,
costs, attorneys fees and other appropriate relief.
|
|
On June 4, 2009, the General Partner, AmeriGas OLP and AmeriGas Partners were each named in
a purported class action lawsuit filed in federal district court in San Francisco,
California. This complaint purports to be brought on behalf of a nationwide class defined
as to include all purchasers of liquefied propane gas cylinders marketed or sold by AmeriGas
and another unaffiliated entity nationwide from January 1, 2008 to the present. This
complaint claims that defendants conduct constituted an unfair and deceptive practice that
injured consumers and violated the consumer protection statutes of thirty-seven states and
the District of Columbia, thereby entitling the class to damages, restitution, disgorgement,
injunctive relief, costs and attorneys fees. The complaint also alleges that defendants were
unjustly enriched by their conduct and seeks restitution of any unjust benefits received.
In addition, these plaintiffs are seeking punitive or treble damages, and pre-judgment and
post-judgment interest. |
|
|
|
In addition, five other purported class actions have been filed against us in the following
federal courts: Northern District of California (two lawsuits), Central District of
California, Middle District of Florida, and Eastern District of Pennsylvania. These suits,
in essence, reiterate the claims made in the above-described complaints. In addition, some
of the suits filed in federal court allege violation of state slack filling laws, as well
as state consumer protection statutes, some of which contain penalty provisions if
violations are proven. |
|
|
|
A motion to consolidate all of the purported class action lawsuits is pending in the United
States District Court for the District of Kansas. In the interim, defendants have filed
motions to stay discovery pending the resolution of the motion to consolidate and no
discovery has yet taken place. We are investigating these claims and intend to vigorously
defend the lawsuits. We are currently not able to predict the outcome of the class action
lawsuits and consequently no amounts have been recorded in the financial statements. It is
possible that any judgment or settlement of the claims could be material to our results of
operations. |
- 12 -
AMERIGAS PARTNERS, L.P.
Notes
to Condensed Consolidated Financial Statements
(unaudited)
(Thousands of dollars, except per unit)
On August 21, 2001, AmeriGas Partners, through AmeriGas OLP, acquired the propane
distribution businesses of Columbia Energy Group (the 2001 Acquisition) pursuant to the
terms of a purchase agreement (the 2001 Acquisition Agreement) by and among Columbia
Energy Group (CEG), Columbia Propane Corporation (Columbia Propane), Columbia Propane,
L.P. (CPLP), CP Holdings, Inc. (CPH, and together with Columbia Propane and CPLP, the
Company Parties), AmeriGas Partners, AmeriGas OLP and the General Partner (together with
AmeriGas Partners and AmeriGas OLP, the Buyer Parties). As a result of the 2001
Acquisition, AmeriGas OLP acquired all of the stock of Columbia Propane and CPH and
substantially all of the partnership interests of CPLP. Under the terms of an earlier
acquisition agreement (the 1999 Acquisition Agreement), the Company Parties agreed to
indemnify the former general partners of National Propane Partners, L.P. (a predecessor
company of the Columbia Propane businesses) and an affiliate (collectively, National
General Partners) against certain income tax and other losses that they may sustain as a
result of the 1999 acquisition by CPLP of National Propane Partners, L.P. (the 1999
Acquisition) or the operation of the business after the 1999 Acquisition (National
Claims). At June 30, 2009, the potential amount payable under this indemnity by the Company
Parties was approximately $58,000. These indemnity obligations expired on July 20, 2009 when
CPLP, now known as Eagle OLP, redeemed an approximate 0.1% limited partner interest held by
an unrelated third party.
Samuel and Brenda Swiger and their son (the Swigers) sustained personal injuries and
property damage as a result of a fire that occurred when propane that leaked from an
underground line ignited. In July 1998, the Swigers filed a class action lawsuit against
AmeriGas Propane, L.P. (named incorrectly as UGI/AmeriGas, Inc.), in the Circuit Court of
Monongalia County, West Virginia, in which they sought to recover an unspecified amount of
compensatory and punitive damages and attorneys fees, for themselves and on behalf of
persons in West Virginia for whom the defendants had installed propane gas lines, resulting
from the defendants alleged failure to install underground propane lines at depths required
by applicable safety standards. In 2003, we settled the individual personal injury and
property damage claims of the Swigers. In 2004, the court granted the plaintiffs motion to
include customers acquired from Columbia Propane in August 2001 as additional potential
class members and the plaintiffs amended their complaint to name additional parties pursuant
to such ruling. Subsequently, in March 2005, we filed a cross-claim against CEG, former
owner of Columbia Propane, seeking indemnification for conduct undertaken by Columbia
Propane prior to our acquisition. Class counsel has indicated that the class is seeking
compensatory damages in excess of $12,000 plus punitive damages, civil penalties and
attorneys fees.
- 13 -
AMERIGAS PARTNERS, L.P.
Notes
to Condensed Consolidated Financial Statements
(unaudited)
(Thousands of dollars, except per unit)
In 2005, the Swigers filed what purports to be a class action in the Circuit Court of
Harrison County, West Virginia against UGI, an insurance subsidiary of UGI, certain officers
of UGI and the General Partner, and their insurance carriers and insurance
adjusters. In the Harrison County lawsuit, the Swigers are seeking compensatory and punitive
damages on behalf of the putative class for violations of the West Virginia Insurance Unfair
Trade Practice Act, negligence, intentional misconduct, and civil conspiracy. The Swigers
have also requested that the Court rule that insurance coverage exists under the policies
issued by the defendant insurance companies for damages sustained by the members of the
class in the Monongalia County lawsuit. The Circuit Court of Harrison County has not
certified the class in the Harrison County lawsuit at this time and, in October 2008, stayed
that lawsuit pending resolution of the class action lawsuit in Monongalia County. We believe
we have good defenses to the claims in both actions.
By letter dated March 6, 2008, the New York State Department of Environmental Conservation
(DEC) notified AmeriGas OLP that DEC had placed property owned by the Partnership in
Saranac Lake, New York on its Registry of Inactive Hazardous Waste Disposal Sites. A site
characterization study performed by DEC disclosed contamination related to former
manufactured gas plant (MGP) operations on the site. DEC has classified the site as a
significant threat to public health or environment with further action required. The
Partnership has researched the history of the site and its ownership interest in the site.
The Partnership has reviewed the preliminary site characterization study prepared by the DEC
and the possible existence of other potentially responsible parties. The Partnership
continues to seek additional information about the site. Because of the preliminary nature
of available environmental information, the ultimate amount of expected clean up costs
cannot be reasonably estimated. It is possible that such amount could be material to the
Partnerships results of operations.
We also have other contingent liabilities, pending claims and legal actions arising in the
normal course of our business. We cannot predict with certainty the final results of these
and the aforementioned matters. However, it is reasonably possible that some of them could
be resolved unfavorably to us and result in losses in excess of recorded amounts. We are
unable to estimate any such possible excess losses. Although management currently believes,
after consultation with counsel, that damages or settlements, if any, recovered by the
plaintiffs in such claims or actions will not have a material adverse effect on our
financial position, damages or settlements could be material to our operating results or
cash flows in future periods depending on the nature and timing of future developments with
respect to these matters and the amounts of future operating results and cash flows.
- 14 -
AMERIGAS PARTNERS, L.P.
Notes
to Condensed Consolidated Financial Statements
(unaudited)
(Thousands of dollars, except per unit)
5. |
|
Fair Value Measurement |
The Partnership adopted SFAS 157 effective October 1, 2008. SFAS 157 defines fair value,
establishes a framework for measuring fair value in GAAP, and expands disclosures about fair
value measurements. SFAS 157 defines fair value as the price that would be received to sell
an asset or paid to transfer a liability (an exit price) in an orderly transaction between
market participants at the measurement date. SFAS 157
clarifies that the fair value should be based upon assumptions that market participants
would use when pricing an asset or liability, including assumptions about risk and risks
inherent in valuation techniques and inputs to valuations. This includes not only the credit
standing of counterparties and credit enhancements but also the impact of our own
nonperformance risk on our liabilities. SFAS 157 requires fair value measurements to assume
that the transaction occurs in the principal market for the asset or liability or in the
absence of a principal market, the most advantageous market for the asset or liability (the
market for which the reporting entity would be able to maximize the amount received or
minimize the amount paid). We apply fair value measurements to certain assets and
liabilities principally comprising commodity and interest rate derivative instruments. We
evaluate the need for credit adjustments to our derivative instrument fair values in
accordance with the requirements noted above. Such adjustments were not material to the
fair values of our derivative instruments.
|
|
In accordance with SFAS 157, we maximize the use of observable inputs and minimize the use
of unobservable inputs when measuring fair value. Fair value is based upon actively-quoted
market prices, if available. In the absence of actively-quoted market prices, we seek price
information from external sources, including counterparty quotes and prices for similar
instruments in active markets. If pricing information from external sources is not
available, or if we believe that observable pricing is not indicative of fair value,
judgment is required to develop estimates of fair value. |
|
|
|
For derivative contracts where observable pricing information is not available from external
sources for the specific commodity or location, we may determine fair value using a
different commodity or delivery location and adjust such prices using spread approximation
models, or we may use recent market price indicators and adjust such prices using historical
price movements. |
|
|
|
We use the following fair value hierarchy, which prioritizes the inputs to valuation
techniques used to measure fair value into three broad levels: |
|
|
|
Level 1 Quoted prices (unadjusted) in active markets for identical assets and
liabilities that we have the ability to access at the measurement date. The
Partnership did not have any derivative financial instruments categorized as Level
1 at June 30, 2009. |
|
|
|
Level 2 Inputs other than quoted prices included within Level 1 that are
either directly or indirectly observable for the asset or liability, including
quoted prices for similar assets or liabilities in active markets, quoted prices
for identical or similar assets or liabilities in inactive markets, inputs other
than quoted prices that are observable for the asset or liability, and inputs that
are derived from observable market data by correlation or other means. Instruments
categorized in Level 2 include non-exchange traded derivative financial instruments
such as our
over-the-counter commodity price swaps and option contracts and interest rate
protection agreements. |
|
|
|
|
Level 3 Unobservable inputs for the asset or liability including situations
where there is little, if any, market activity for the asset or liability. The
Partnership did not have any derivative financial instruments categorized as Level
3 at June 30, 2009. |
- 15 -
AMERIGAS PARTNERS, L.P.
Notes
to Condensed Consolidated Financial Statements
(unaudited)
(Thousands of dollars, except per unit)
The fair value hierarchy gives the highest priority to quoted prices in active markets
(Level 1) and the lowest priority to unobservable data (Level 3). In some cases, the inputs
to measure fair value might fall into different levels of the fair value hierarchy. The
lowest level input that is significant to a fair value measurement in its entirety
determines the applicable level in the fair value hierarchy. Assessing the significance of
a particular input to the fair value measurement in its entirety requires judgment,
considering factors specific to the asset or liability.
SFAS 157 requires fair value measurements to be separately disclosed by level within the
fair value hierarchy. The following table presents our assets and liabilities that are
measured at fair value on a recurring basis for each hierarchy level, including both current
and non-current portions, as of June 30, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
Derivative financial instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
$ |
|
|
|
$ |
4,731 |
|
|
$ |
|
|
|
$ |
4,731 |
|
Liabilities |
|
$ |
|
|
|
$ |
(27,720 |
) |
|
$ |
|
|
|
$ |
(27,720 |
) |
6. |
|
Disclosures About Derivative Instruments, Hedging Activities and Financial
Instruments |
Derivative Instruments and Hedging Activities
|
|
The Partnership is exposed to certain market risks related to its ongoing business
operations. Management uses derivative financial and commodity instruments, among other
things, to manage these risks. The primary risks managed by derivative instruments are
commodity price risk and interest rate risk. Although we use derivative financial and
commodity instruments to reduce market risk associated with forecasted transactions, we do
not use derivative financial and commodity instruments for speculative or trading purposes.
The use of derivative instruments is controlled by our derivative, hedging and credit
policies which govern, among other things, the derivative instruments the Partnership can
use, counterparty credit limits and contract authorization limits. Because our derivative
instruments generally qualify as hedges under SFAS No. 133, we expect that changes in the
fair value of derivative instruments used to manage commodity or
interest rate market risk would be substantially offset by gains or losses on the associated
anticipated transactions. |
- 16 -
AMERIGAS PARTNERS, L.P.
Notes
to Condensed Consolidated Financial Statements
(unaudited)
(Thousands of dollars, except per unit)
Commodity Price Risk
In order to manage market risk associated with the Partnerships fixed-price programs which
permit customers to lock in the prices they pay for propane principally during the heating
season months of October through March, the Partnership uses over-the-counter derivative
commodity instruments, principally price swap contracts. At June 30, 2009, there were 155.4
million gallons of propane hedged with over-the-counter price swap and option contracts. The
maximum period over which we are currently hedging propane market price risk is 22 months.
We account for commodity price risk contracts as cash flow hedges. Changes in the fair
values of contracts qualifying for cash flow hedge accounting are recorded in accumulated
other comprehensive income (AOCI) and minority interest, to the extent effective in
offsetting changes in the underlying commodity price risk, until earnings are affected by
the hedged item.
Interest Rate Risk
Our long-term debt is typically issued at fixed rates of interest. As these long-term debt
issues mature, we typically refinance such debt with new debt having interest rates
reflecting then-current market conditions. In order to reduce market rate risk on the
underlying benchmark rate of interest associated with near- to medium-term forecasted
issuances of fixed rate debt, from time to time we may enter into interest rate protection
agreements (IRPAs). As of June 30, 2009, the total notional amount of the Partnerships
unsettled IRPAs was $150,000. Our current unsettled IRPA contracts hedge forecasted
interest payments associated with the issuance of debt forecasted to occur in June 2010. We
account for IRPAs as cash flow hedges. Changes in the fair values of IRPAs are recorded in
AOCI and minority interest, to the extent effective in offsetting changes in the underlying
interest rate risk, until earnings are affected by the hedged interest expense.
Credit Risk Concentration
The Partnership is exposed to credit loss in the event of nonperformance by counterparties
to derivative financial and commodity instruments. Our counterparties principally consist
of major energy companies and major U.S. financial institutions. We maintain credit
policies with regard to our counterparties that we believe reduce overall credit risk. These
policies include evaluating and monitoring our counterparties financial condition,
including their credit ratings, and entering into agreements with counterparties that govern
credit limits. Certain of these agreements call for the posting of collateral by
the counterparty or by the Partnership in the form of letters of credit, parental guarantees
or cash. We generally do not have credit-risk-related contingent features in our derivative
contracts.
- 17 -
AMERIGAS PARTNERS, L.P.
Notes
to Condensed Consolidated Financial Statements
(unaudited)
(Thousands of dollars, except per unit)
The following table provides information regarding the balance sheet location and fair value
of derivative assets and liabilities existing as of June 30, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative Assets |
|
|
Derivative Liabilities |
|
|
|
Balance Sheet |
|
|
Fair |
|
|
Balance Sheet |
|
|
Fair |
|
As of June 30, 2009 |
|
Location |
|
|
Value |
|
|
Location |
|
|
Value |
|
Derivatives Designated as
Hedging Instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Propane contracts |
|
Derivative financial instruments and Other assets |
|
$ |
337 |
|
|
Derivative financial instruments |
|
$ |
(13,013 |
) |
Interest rate contracts |
|
Derivative financial instruments |
|
|
3,679 |
|
|
Derivative financial instruments |
|
|
(14,107 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Derivatives Designated
as Hedging Instruments |
|
|
|
|
|
$ |
4,016 |
|
|
|
|
|
|
$ |
(27,120 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives Not Designated as
Hedging Instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Propane contracts |
|
Derivative financial instruments |
|
$ |
715 |
|
|
Derivative financial instruments |
|
$ |
(600 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Derivatives Not
Designated
as Hedging Instruments |
|
|
|
|
|
$ |
715 |
|
|
|
|
|
|
$ |
(600 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Derivatives |
|
|
|
|
|
$ |
4,731 |
|
|
|
|
|
|
$ |
(27,720 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table provides information on the effects of derivative instruments on the
consolidated statement of operations and changes in AOCI and minority interest for the three
and nine months ended June 30, 2009: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Location of |
|
|
|
|
|
|
Gain |
|
|
(Loss) |
|
|
(Loss) |
|
|
|
Recognized in |
|
|
Reclassified from |
|
|
Reclassified from |
|
|
|
AOCI and Minority |
|
|
AOCI and Minority |
|
|
AOCI and Minority |
|
Three Months Ended June 30, 2009 |
|
Interest |
|
|
Interest into Income |
|
|
Interest into Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flow |
|
|
|
|
|
|
|
|
|
|
|
|
Hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
Propane contracts |
|
$ |
20,213 |
|
|
Cost of sales |
|
$ |
(36,062 |
) |
Interest rate contracts |
|
|
12,576 |
|
|
Interest expense / other income |
|
|
(135 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
32,789 |
|
|
|
|
|
|
$ |
(36,197 |
) |
|
|
|
|
|
|
|
|
|
|
|
- 18 -
AMERIGAS PARTNERS, L.P.
Notes
to Condensed Consolidated Financial Statements
(unaudited)
(Thousands of dollars, except per unit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Location of |
|
|
|
|
|
|
Loss |
|
|
Loss |
|
|
Loss |
|
|
|
Recognized in |
|
|
Reclassified from |
|
|
Reclassified from |
|
|
|
AOCI and Minority |
|
|
AOCI and Minority |
|
|
AOCI and Minority |
|
Nine Months Ended June 30, 2009 |
|
Interest |
|
|
Interest into Income |
|
|
Interest into Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flow |
|
|
|
|
|
|
|
|
|
|
|
|
Hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
Propane contracts |
|
$ |
(146,656 |
) |
|
Cost of sales |
|
$ |
(181,914 |
) |
Interest rate contracts |
|
|
(4,649 |
) |
|
Interest expense / other income |
|
|
|
(2,854 |
) |
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
(151,305 |
) |
|
|
|
|
|
$ |
(184,768 |
) |
|
|
|
|
|
|
|
|
|
|
The amounts of derivative gains or losses representing ineffectiveness and the amounts
of gains or losses recognized in income as a result of excluding from ineffectiveness
testing were not material. The Partnership reclassified losses of $1,659 into income during
the nine months ended June 30, 2009 as a result of the discontinuance of cash flow hedges.
The amount of net losses associated with cash flow hedges expected to be reclassified into
earnings during the next twelve months based upon current fair values is $20,007.
Financial Instruments
The carrying amounts of financial instruments included in current assets and current
liabilities (excluding unsettled derivative instruments and current maturities of long-term
debt) approximate their fair values because of their short-term nature. The carrying amounts
and estimated fair values of our remaining financial instrument assets and (liabilities) at
June 30, 2009 (including unsettled derivative instruments) are as follows:
|
|
|
|
|
|
|
|
|
|
|
Asset (Liability) |
|
|
|
Carrying |
|
|
Estimated Fair |
|
|
|
Amount |
|
|
Value |
|
Derivative instruments |
|
$ |
(22,989 |
) |
|
$ |
(22,989 |
) |
Long-term debt |
|
|
(863,417 |
) |
|
|
(808,523 |
) |
We estimate the fair value of long-term debt by using current market prices and by
discounting future cash flows using rates available for similar type debt. Fair values of
derivative instruments are determined in accordance with the provisions of SFAS 157 as
described in Footnote 5.
- 19 -
AMERIGAS PARTNERS, L.P.
Notes
to Condensed Consolidated Financial Statements
(unaudited)
(Thousands of dollars, except per unit)
7. |
|
Supplemental Credit Agreements |
As a result of greater cash needed to fund counterparty collateral requirements resulting
from rapid and precipitous declines in propane commodity prices during the three months
ended December 31, 2008, on November 14, 2008, AmeriGas OLP entered into a revolving credit
agreement with two major banks (Supplemental Credit Agreement). The Supplemental Credit
Agreement was scheduled to expire on May 14, 2009 but was voluntarily terminated on April
17, 2009 concurrent with the signing of a new $75,000 revolving credit facility (as further
described below). The Supplemental Credit Agreement permitted AmeriGas OLP to borrow up to
$50,000 for working capital and general purposes.
|
|
In order to maintain increased liquidity, on April 17, 2009, AmeriGas OLP entered into a
new $75,000 unsecured revolving credit facility (2009 Supplemental Credit Agreement) with
three major banks. The 2009 Supplemental Credit Agreement expires on July 1, 2010 and
permits AmeriGas OLP to borrow up to $75,000 for working capital and general purposes.
Except for more restrictive covenants regarding the incurrence of additional indebtedness
by AmeriGas OLP, the 2009 Supplemental Credit Agreement has restrictive covenants
substantially similar to AmeriGas OLPs $200,000 Credit Agreement expiring October 15,
2011. |
8. |
|
Partnership Sale of Propane Storage Facility |
On November 13, 2008, AmeriGas OLP sold its 600,000 barrel refrigerated, above-ground
storage facility located on leased property in California for net cash proceeds of
$42,426. We recorded a pre-tax gain of $39,887 associated with this transaction, which
increased net income for the nine months ended June 30, 2009 by $39,485.
- 20 -
AMERIGAS PARTNERS, L.P.
|
|
|
ITEM 2. |
|
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
FORWARD-LOOKING STATEMENTS
Information contained in this Managements Discussion and Analysis of Financial Condition and
Results of Operations may contain forward-looking statements. Such statements use forward-looking
words such as believe, plan, anticipate, continue, estimate, expect, may, will, or
other similar words. These statements discuss plans, strategies, events or developments that we
expect or anticipate will or may occur in the future.
A forward-looking statement may include a statement of the assumptions or bases underlying the
forward-looking statement. We believe that we have chosen these assumptions or bases in good faith
and that they are reasonable. However, we caution you that actual results almost always vary from
assumed facts or bases, and the differences between actual results and assumed facts or bases can
be material, depending on the circumstances. When considering forward-looking statements, you
should keep in mind the following important factors which could affect our future results and could
cause those results to differ materially from those expressed in our forward-looking statements:
(1) adverse weather conditions resulting in reduced demand; (2) cost volatility and availability of
propane, and the capacity to transport propane to our market areas; (3) the availability of, and
our ability to consummate, acquisition or combination opportunities; (4) successful integration and
future performance of acquired assets or businesses; (5) changes in laws and regulations, including
safety, tax and accounting matters; (6) competitive pressures from the same and alternative energy
sources; (7) failure to acquire new customers thereby reducing or limiting any increase in
revenues; (8) liability for environmental claims; (9) increased customer conservation measures due
to high energy prices and improvements in energy efficiency and technology resulting in reduced
demand; (10) adverse labor relations; (11) large customer, counter-party or supplier defaults; (12)
liability in excess of insurance coverage for personal injury and property damage arising from
explosions and other catastrophic events, including acts of terrorism, resulting from operating
hazards and risks incidental to transporting, storing and distributing propane, butane and ammonia;
(13) political, regulatory and economic conditions in the United States and foreign countries; (14)
capital market conditions, including, reduced access to capital markets and interest rate
fluctuations; (15) changes in commodity market prices resulting in significantly higher cash
collateral requirements; and (16) the impact of pending and future legal proceedings.
These factors are not necessarily all of the important factors that could cause actual results to
differ materially from those expressed in any of our forward-looking statements. Other unknown or
unpredictable factors could also have material adverse effects on future results. We undertake no
obligation to update publicly any forward-looking statement whether as a result of new information
or future events except as required by the federal securities laws.
- 21 -
AMERIGAS PARTNERS, L.P.
ANALYSIS OF RESULTS OF OPERATIONS
The following analyses compare the Partnerships results of operations for (1) the three months
ended June 30, 2009 (2009 three-month period) with the three months ended June 30, 2008 (2008
three-month period) and (2) the nine months ended June 30, 2009 (2009 nine-month period) with
the nine months ended June 30, 2008 (2008 nine-month period).
Executive Overview
Our net loss for the 2009 three-month period increased to $13.5 million from a loss of $8.8 million
in the prior-year three-month period primarily as a result of lower total margin on lower retail
volumes sold partially offset by slightly lower total operating expenses. Temperatures based upon
heating degree days were approximately 3.1% warmer than normal in the 2009 three-month period
compared with temperatures that were 8.1% colder than normal in the prior-year three-month period.
Average wholesale propane commodity prices were approximately 57% lower for the three months ended
June 30, 2009 compared with the prior year period. Retail volumes sold in the 2009 three-month
period were lower than in the prior-year three-month period reflecting the effects of the
significant deterioration in general economic activity, customer conservation and the effects of
the warmer weather. Total margin declined due in large part to the lower retail volumes sold.
However average retail propane unit margins were higher in the 2009 three-month period reflecting
the significantly lower and less volatile propane product costs.
Our net income for the 2009 nine-month period increased to $258.3 million from $178.5 million in
the prior-year nine-month period. The 2009 nine-month period net income includes a $39.5 million
gain on the sale of our California storage facility in November 2008. As previously mentioned,
wholesale propane commodity prices declined more than 50% during the first three months of Fiscal
2009 and have generally remained at lower and less volatile levels since January 2009. Average
wholesale propane prices in the nine-months ended June 30, 2009 were approximately 50% lower than
such prices during the prior-year nine-month period. Notwithstanding the benefits from the
acquisition of the assets of Penn Fuel Propane, LLC (Penn Fuel Acquisition) and 2009 nine-month
period temperatures that were slightly colder than last year, our retail volumes were lower
reflecting the effects of the significant deterioration in general economic activity and customer
conservation. Although retail volumes were lower, total margin was greater in the 2009 nine-month
period reflecting higher than normal retail unit margins resulting from a rapid decline in propane
product costs that occurred early in the year.
- 22 -
AMERIGAS PARTNERS, L.P.
2009 three-month period compared with 2008 three-month period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
2009 |
|
|
2008 |
|
|
Decrease |
|
(millions of dollars) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gallons sold (millions): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail |
|
|
160.0 |
|
|
|
180.7 |
|
|
|
(20.7 |
) |
|
|
(11.5 |
)% |
Wholesale |
|
|
17.3 |
|
|
|
18.0 |
|
|
|
(0.7 |
) |
|
|
(3.9 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
177.3 |
|
|
|
198.7 |
|
|
|
(21.4 |
) |
|
|
(10.8 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail propane |
|
$ |
318.7 |
|
|
$ |
456.8 |
|
|
$ |
(138.1 |
) |
|
|
(30.2 |
)% |
Wholesale propane |
|
|
14.5 |
|
|
|
31.7 |
|
|
|
(17.2 |
) |
|
|
(54.3 |
)% |
Other |
|
|
39.5 |
|
|
|
46.6 |
|
|
|
(7.1 |
) |
|
|
(15.2 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
372.7 |
|
|
$ |
535.1 |
|
|
$ |
(162.4 |
) |
|
|
(30.3 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total margin (a) |
|
$ |
162.3 |
|
|
$ |
172.2 |
|
|
$ |
(9.9 |
) |
|
|
(5.7 |
)% |
EBITDA (b) |
|
$ |
25.4 |
|
|
$ |
29.7 |
|
|
$ |
(4.3 |
) |
|
|
(14.5 |
)% |
Operating income |
|
$ |
4.3 |
|
|
$ |
9.6 |
|
|
$ |
(5.3 |
) |
|
|
(55.2 |
)% |
Net loss |
|
$ |
(13.5 |
) |
|
$ |
(8.8 |
) |
|
$ |
(4.7 |
) |
|
|
53.4 |
% |
Heating degree days % (warmer) colder than normal (c) |
|
|
(3.1 |
)% |
|
|
8.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Total margin represents total revenues less cost of sales propane and cost of sales
other. |
|
(b) |
|
Earnings before interest expense, income taxes, depreciation and amortization (EBITDA)
should not be considered as an alternative to net income (as an indicator of operating
performance) and is not a measure of performance or financial condition under accounting
principles generally accepted in the United States of America (GAAP). Management believes
EBITDA is a meaningful non-GAAP financial measure used by investors to (1) compare the
Partnerships operating performance with other companies within the propane industry and (2)
assess its ability to meet loan covenants. The Partnerships definition of EBITDA may be
different from that used by other companies. Management uses EBITDA to compare
year-over-year profitability of the business without regard to capital structure as well as
to compare the relative performance of the Partnership to that of other master limited
partnerships without regard to their financing methods, capital structure, income taxes or
historical cost basis. In view of the omission of interest, income taxes, depreciation and
amortization from EBITDA, management also assesses the profitability of the business by
comparing net income for the relevant years. Management also uses EBITDA to assess the
Partnerships profitability because its parent, UGI Corporation, uses the Partnerships
EBITDA to assess the profitability of the Partnership. UGI Corporation discloses the
Partnerships EBITDA as the profitability measure to comply with the requirement in
Statement of Financial Accounting Standards No. 131, Disclosures about Segments of an
Enterprise and Related Information, to provide profitability information about its domestic
propane segment. |
The following table includes reconciliations of net income to EBITDA for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
June 30, |
|
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(13.5 |
) |
|
$ |
(8.8 |
) |
Income tax expense |
|
|
0.7 |
|
|
|
0.2 |
|
Interest expense |
|
|
17.2 |
|
|
|
18.1 |
|
Depreciation |
|
|
19.7 |
|
|
|
19.0 |
|
Amortization |
|
|
1.3 |
|
|
|
1.2 |
|
|
|
|
|
|
|
|
EBITDA |
|
$ |
25.4 |
|
|
$ |
29.7 |
|
|
|
|
|
|
|
|
|
|
|
(c) |
|
Deviation from average heating degree days for the 30-year period 1971-2000 based upon
national weather statistics provided by the National Oceanic and Atmospheric Administration
(NOAA) for 335 airports in the United States, excluding Alaska. Prior year data has been
adjusted to correct a NOAA error. |
- 23 -
AMERIGAS PARTNERS, L.P.
Based upon heating degree-day data, average temperatures in our service territories were 3.1%
warmer than normal during the 2009 three-month period compared with temperatures in the prior-year
period that were 8.1% colder than normal. Notwithstanding the benefit of the October 1, 2008 Penn
Fuel Acquisition, retail gallons sold were lower than the prior-year period reflecting, among other
things, the adverse effects of the significant deterioration in general economic activity which has
occurred over the last year, continued customer conservation and the warmer spring weather.
Retail propane revenues declined $138.1 million during the 2009 three-month period reflecting a
$85.8 million decrease due to lower average selling prices and a $52.3 million decrease as a result
of the lower retail volumes sold. Wholesale propane revenues declined $17.2 million principally
reflecting the decrease in year-over-year wholesale selling prices. Average wholesale propane
commodity prices at Mont Belvieu, Texas, one of the major supply points in the U.S., were
approximately 57% lower in the 2009 three-month period than such prices in the 2008 three-month
period reflecting a precipitous decline in such prices during the first quarter of Fiscal 2009
following a substantial increase in prices during most of the second half of Fiscal 2008. Total
cost of sales decreased $152.6 million to $210.3 million principally reflecting the effects of the
lower propane product costs and lower sales.
Total margin was $9.9 million lower in the 2009 three-month period as the effects on total margin
from the lower retail sales were partially offset by higher than normal retail unit margins
resulting from the previously mentioned significantly lower and less volatile propane product
costs.
EBITDA during the 2009 three-month period was $25.4 million compared with EBITDA of $29.7 million
in the 2008 three-month period. The lower 2009 three-month period EBITDA reflects the previously
mentioned $9.9 million decrease in total margin partially offset by lower operating and
administrative expenses. The lower operating and administrative expenses reflect in large part
lower vehicle fuel expense and lower required allowances for uncollectible accounts partially
offset by greater compensation and benefits expenses including incremental expenses resulting from
the Penn Fuel Acquisition.
Operating income decreased $5.3 million reflecting the $4.3 million decrease in EBITDA and slightly
higher depreciation and amortization expense associated with acquisitions and plant and equipment
expenditures made since the prior year. Net loss increased $4.7 million during the 2009 three-month
period largely reflecting the decrease in operating income and higher income tax expense partially
offset by lower interest expense on bank loan borrowings.
- 24 -
AMERIGAS PARTNERS, L.P.
2009 nine-month period compared with 2008 nine-month period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase |
|
Nine Months Ended June 30, |
|
2009 |
|
|
2008 |
|
|
(Decrease) |
|
(millions of dollars) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gallons sold (millions): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail |
|
|
781.1 |
|
|
|
828.2 |
|
|
|
(47.1 |
) |
|
|
(5.7 |
)% |
Wholesale |
|
|
99.4 |
|
|
|
90.4 |
|
|
|
9.0 |
|
|
|
10.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
880.5 |
|
|
|
918.6 |
|
|
|
(38.1 |
) |
|
|
(4.1 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail propane |
|
$ |
1,694.3 |
|
|
$ |
2,000.0 |
|
|
$ |
(305.7 |
) |
|
|
(15.3 |
)% |
Wholesale propane |
|
|
97.7 |
|
|
|
148.5 |
|
|
|
(50.8 |
) |
|
|
(34.2 |
)% |
Other |
|
|
131.1 |
|
|
|
141.5 |
|
|
|
(10.4 |
) |
|
|
(7.3 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,923.1 |
|
|
$ |
2,290.0 |
|
|
$ |
(366.9 |
) |
|
|
(16.0 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total margin (a) |
|
$ |
793.3 |
|
|
$ |
744.7 |
|
|
$ |
48.6 |
|
|
|
6.5 |
% |
EBITDA (b) |
|
$ |
376.7 |
|
|
$ |
294.5 |
|
|
$ |
82.2 |
|
|
|
27.9 |
% |
Operating income |
|
$ |
317.2 |
|
|
$ |
236.8 |
|
|
$ |
80.4 |
|
|
|
34.0 |
% |
Net income |
|
$ |
258.3 |
|
|
$ |
178.5 |
|
|
$ |
79.8 |
|
|
|
44.7 |
% |
Heating degree days % (warmer) than normal (c) |
|
|
(1.9 |
)% |
|
|
(2.2 |
)% |
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Total margin represents total revenues less cost of sales propane and cost of sales
other. |
|
(b) |
|
Earnings before interest expense, income taxes, depreciation and amortization (EBITDA)
should not be considered as an alternative to net income (as an indicator of operating
performance) and is not a measure of performance or financial condition under accounting
principles generally accepted in the United States of America (GAAP). Management believes
EBITDA is a meaningful non-GAAP financial measure used by investors to (1) compare the
Partnerships operating performance with other companies within the propane industry and (2)
assess its ability to meet loan covenants. The Partnerships definition of EBITDA may be
different from that used by other companies. Management uses EBITDA to compare
year-over-year profitability of the business without regard to capital structure as well as
to compare the relative performance of the Partnership to that of other master limited
partnerships without regard to their financing methods, capital structure, income taxes or
historical cost basis. In view of the omission of interest, income taxes, depreciation and
amortization from EBITDA, management also assesses the profitability of the business by
comparing net income for the relevant years. Management also uses EBITDA to assess the
Partnerships profitability because its parent, UGI Corporation, uses the Partnerships
EBITDA to assess the profitability of the Partnership. UGI Corporation discloses the
Partnerships EBITDA as the profitability measure to comply with the requirement in
Statement of Financial Accounting Standards No. 131, Disclosures about Segments of an
Enterprise and Related Information, to provide profitability information about its domestic
propane segment. |
The following table includes reconciliations of net income to EBITDA for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
|
June 30, |
|
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
258.3 |
|
|
$ |
178.5 |
|
Income tax expense |
|
|
2.1 |
|
|
|
0.9 |
|
Interest expense |
|
|
53.7 |
|
|
|
55.1 |
|
Depreciation |
|
|
58.7 |
|
|
|
56.5 |
|
Amortization |
|
|
3.9 |
|
|
|
3.5 |
|
|
|
|
|
|
|
|
EBITDA |
|
$ |
376.7 |
|
|
$ |
294.5 |
|
|
|
|
|
|
|
|
|
|
|
(c) |
|
Deviation from average heating degree days for the 30-year period 1971-2000 based upon
national weather statistics provided by the National Oceanic and Atmospheric Administration
(NOAA) for 335 airports in the United States, excluding Alaska. Prior year data has been
adjusted to correct a NOAA error. |
- 25 -
AMERIGAS PARTNERS, L.P.
Based upon heating degree-day data, average temperatures in our service territories were 1.9%
warmer than normal during the 2009 nine-month period compared with temperatures in the prior-year
period that were 2.2% warmer than normal. Notwithstanding the slightly colder 2009 nine-month
period weather and the benefit of the Penn Fuel Acquisition on October 1, 2008, retail gallons sold
were 5.7% lower than the prior-year period reflecting, among other things, the adverse effects of
the significant deterioration in general economic activity which has occurred over the last year
and continued customer conservation.
Retail propane revenues declined $305.7 million during the 2009 nine-month period reflecting a
$192.0 million decrease due to lower average selling prices and a $113.7 million decrease as a
result of the lower retail volumes sold. Wholesale propane revenues declined $50.8 million
reflecting a $65.6 million decrease from lower wholesale selling prices partially offset by a $14.8
million increase from higher wholesale volumes sold. Wholesale propane commodity prices at Mont
Belvieu, Texas were more than 50% lower in the 2009 nine-month period compared with such prices in
the 2008 nine-month period reflecting the effects of a precipitous decline in wholesale propane
prices during the first fiscal quarter of Fiscal 2009 following a substantial increase in prices
during most of the second half of Fiscal 2008. Total cost of sales decreased $415.5 million to
$1,129.8 million principally reflecting the effects of the lower propane product costs.
Total margin was $48.6 million greater in the 2009 nine-month period reflecting the beneficial
impact of higher than normal retail unit margins resulting from the previously mentioned rapid
decline in propane product costs that occurred primarily during the first quarter of the 2009
nine-month period.
EBITDA during the 2009 nine-month period was $376.7 million compared with EBITDA of $294.5 million
in the 2008 nine-month period. The 2009 nine-month period EBITDA includes a $39.9 million pre-tax
gain from the sale of the Partnerships California LPG storage facility. In addition to the gain
from the sale of the California LPG storage facility, the 2009 nine-month period EBITDA reflects
the previously mentioned $48.6 million increase in total margin partially offset by slightly higher
operating and administrative expenses and slightly lower other income. The slightly higher
operating and administrative expenses reflect in large part higher compensation and benefit
expenses including incremental expenses associated with the Penn Fuel Acquisition and slightly
higher general insurance expenses substantially offset by lower vehicle fuel expenses.
Operating income increased $80.4 million reflecting the $82.2 million increase in EBITDA partially
offset by slightly higher depreciation and amortization expense associated with acquisitions and
plant and equipment expenditures made since the prior year. Net income increased $79.8 million
during the 2009 nine-month period principally reflecting the increase in operating income.
- 26 -
AMERIGAS PARTNERS, L.P.
FINANCIAL CONDITION AND LIQUIDITY
Financial Condition
The Partnerships debt outstanding at June 30, 2009 totaled $863.4 million (including current
maturities of long-term debt of $1.6 million) compared with total debt outstanding of $933.4
million (including current maturities of long-term debt of $71.5 million) at September 30, 2008.
Total debt outstanding at June 30, 2009 includes long-term debt comprising $779.7 million of
AmeriGas Partners Senior Notes, $80.0 million of AmeriGas OLP First Mortgage Notes and $3.7
million of other long-term debt. At June 30, 2009, there were no amounts borrowed under AmeriGas
OLPs credit agreements (as further described below). In March 2009, AmeriGas OLP repaid $70
million of its First Mortgage Notes with cash generated from operations.
AmeriGas OLPs short-term borrowing needs are seasonal and are typically greatest during the fall
and winter heating-season months due to the need to fund higher levels of working capital. In
addition, a rapid and precipitous decline in commodity propane prices in late Fiscal 2008 which
continued into Fiscal 2009 resulted in greater cash needed by the Partnership to fund counterparty
collateral requirements primarily during the first quarter of Fiscal 2009. These collateral
requirements were associated with derivative financial instruments used by the Partnership to
manage market price risk associated with fixed sales price commitments to customers principally
during the heating-season months of October through March. At June 30, 2009, the Partnership had no
outstanding collateral deposits associated with these derivative financial instruments.
In order to meet its short-term cash needs, AmeriGas OLP has a $200 million credit agreement
(Credit Agreement) which expires on October 15, 2011. In addition, on November 14, 2008, AmeriGas
OLP entered into a $50 million revolving credit agreement with two major banks (Supplemental
Credit Agreement) which was terminated on April 17, 2009 in conjunction with the signing of a new
$75 million revolving credit facility described below. AmeriGas OLPs Credit Agreement consists of
(1) a $125 million Revolving Credit Facility and (2) a $75 million Acquisition Facility. The
Revolving Credit Facility may be used for working capital and general purposes of AmeriGas OLP. The
Acquisition Facility provides AmeriGas OLP with the ability to borrow up to $75 million to finance
the purchase of propane businesses or propane business assets or, to the extent it is not so used,
for working capital and general purposes, subject to restrictions in the AmeriGas OLP First
Mortgage Notes. The Supplemental Credit Agreement permitted AmeriGas OLP to borrow up to $50
million for working capital and general purposes.
In order to maintain increased liquidity, on April 17, 2009, AmeriGas OLP voluntarily terminated
its Supplemental Credit Agreement and entered into a new $75 million unsecured revolving credit
facility (2009 Supplemental Credit Agreement) with three major banks. The 2009 Supplemental
Credit Agreement expires on July 1, 2010 and permits AmeriGas OLP to borrow up to $75 million for
working capital and general purposes. Except for more restrictive covenants regarding the
incurrence of additional indebtedness by AmeriGas OLP, the 2009 Supplemental Credit Agreement has
restrictive covenants substantially similar to AmeriGas OLPs Credit Agreement.
There were no borrowings outstanding under the credit agreements at June 30, 2009. Issued and
outstanding letters of credit under the Revolving Credit Facility, which reduce the amount
available for borrowings, totaled $37.0 million at June 30, 2009. The average daily and peak bank
loan borrowings outstanding under the credit agreements during the 2009 nine-month period were
$58.3 million and $184.5 million, respectively. The average daily and peak bank loan borrowings
outstanding under the Credit Agreement during the 2008 nine-month period were $47.4 million and
$101 million, respectively. At June 30, 2009, the Partnerships available borrowing capacity under
the credit agreements was $238.0 million.
- 27 -
AMERIGAS PARTNERS, L.P.
Based on existing cash balances, cash expected to be generated from operations, and borrowings
available under AmeriGas OLPs Credit Agreement and the 2009 Supplemental Credit Agreement, the
Partnerships management believes that the Partnership will be able to meet its anticipated
contractual commitments and projected cash needs during Fiscal 2009.
During the nine months ended June 30, 2009, the Partnership declared and paid quarterly
distributions on all limited partner units at a rate of $0.64 per Common Unit for each of the
quarters ended December 31, 2008 and September 30, 2008 and at a rate of $0.67 per Common Unit for
the quarter ended March 31, 2009. On July 27, 2009, the General Partners Board of Directors
approved a distribution of $0.84 per Common Unit payable on August 18, 2009 to unitholders of
record on August 10, 2009. This distribution includes the regular quarterly distribution of $0.67
per Common Unit and $0.17 per Common Unit reflecting a one-time distribution of a portion of the
proceeds from the Partnerships sale of its California storage facility in November 2008. The
ability of the Partnership to declare and pay the quarterly distribution on its Common Units in the
future depends upon a number of factors. These factors include (1) the level of Partnership
earnings; (2) the cash needs of the Partnerships operations (including cash needed for maintaining
and increasing operating capacity); (3) changes in operating working capital; and (4) the
Partnerships ability to borrow under its credit agreements, refinance maturing debt, and increase
its long-term debt. Some of these factors are affected by conditions beyond the Partnerships
control including weather, competition in markets we serve, the cost of propane and changes in
capital market conditions.
Cash Flows
Operating activities. Due to the seasonal nature of the Partnerships business, cash flows from
operating activities are generally strongest during the second and third fiscal quarters when
customers pay for propane consumed during the heating season months. Conversely, operating cash
flows are generally at their lowest levels during the first and fourth fiscal quarters when the
Partnerships investment in working capital is generally greatest. The Partnership may use its
credit agreements to satisfy its seasonal operating cash flow needs. Cash flow provided by
operating activities was $272.1 million in the 2009 nine-month period compared to $103.0 million in
the 2008 nine-month period. Cash flow from operating activities before changes in operating working
capital was $291.7 million in the 2009 nine-month period compared with $253.8 million in the
prior-year period principally reflecting the improved operating results. Cash required to fund
changes in operating working capital totaled $19.6 million in the 2009 nine-month period compared
with $150.8 million in the prior-year period. The decrease in cash required to fund operating
working capital in the current-year period principally reflects lower net cash required to fund
changes in accounts receivable and inventories due in large part to the effects of declining
wholesale propane product costs. This decrease in cash used to fund changes in accounts receivable
and inventory was partially offset by the impact of the timing of payments and the decrease in
current-year period propane product costs on accounts payable. Cash flow from changes in operating
working capital in the 2009 nine-month period also includes $17.8 million from repayments of
collateral deposits.
- 28 -
AMERIGAS PARTNERS, L.P.
Investing activities. Investing activity cash flow is principally affected by investments in
property, plant and equipment, cash paid for acquisitions of businesses and proceeds from sales of
assets. Cash flow used in investing activities was $50.4 million in the 2009 nine-month period
compared with $42.5 million in the prior-year period. We spent $57.4 million for property, plant
and equipment (comprising $25.9 million of maintenance capital expenditures and $31.5 million of
growth capital expenditures) in the 2009 nine-month period compared with $48.2 million (comprising
$20.9 million of maintenance capital expenditures and $27.3 million of growth capital expenditures)
in the 2008 nine-month period. The greater capital expenditures in the 2009 nine-month period
include expenditures associated with an ongoing system software replacement. In November 2008, the
Partnership sold its California LPG storage facility for net cash proceeds of $42.4 million. Also
during the 2009 nine-month period, the Partnership paid total net cash of $40.8 million for
acquisitions of retail propane businesses, principally the Penn Fuel Acquisition.
Financing activities. The Partnerships financing activities cash flows are typically the result of
repayments and issuances of long-term debt, borrowings under AmeriGas OLPs credit agreements,
issuances of Common Units and distributions on partnership interests. Cash used by financing
activities was $186.7 million in the 2009 nine-month period compared with $84.0 million in the
prior-year period. Distributions in the 2009 nine-month period totaled $113.5 million compared with
$107.5 million in the prior-year period principally reflecting a higher quarterly per-unit
distribution rate. There were no borrowings outstanding under the credit agreements at June 30,
2009 compared to $26 million at June 30, 2008. The higher amount at the end of the prior-year
period was required to fund higher working capital balances. Repayments of long-term debt in the
2009 nine-month period totaled $71.0 million compared to $1.5 million in the prior-year period
principally reflecting the repayment of $70 million of AmeriGas OLPs First Mortgage Notes in March
2009.
Purported Consumer Class Action Lawsuits
On May 27, 2009, the General Partner was named as a defendant in a purported class action lawsuit
in the Superior Court of the State of California in which plaintiffs are challenging the General
Partners weight disclosure with regard to its portable propane grill cylinders. The complaint
purports to be brought on behalf of a class of all AmeriGas consumers in the state of California
during the four years prior to the date of the California complaint, who exchanged an empty
cylinder and were provided with what is alleged to be only a partially-filled cylinder. The
plaintiffs seek restitution, injunctive relief, interest, costs, attorneys fees and other
appropriate relief.
On June 4, 2009, the General Partner, AmeriGas OLP and AmeriGas Partners were each named in a
purported class action lawsuit filed in federal district court in San Francisco, California. This
complaint purports to be brought on behalf of a nationwide class defined as to include all
purchasers of liquefied propane gas cylinders marketed or sold by AmeriGas and another unaffiliated
entity nationwide from January 1, 2008 to the present. This complaint claims that defendants
conduct constituted an unfair and deceptive practice that injured consumers and violated the
consumer protection statutes of thirty-seven states and the District of Columbia, thereby entitling
the class to damages, restitution, disgorgement, injunctive relief, costs and attorneys fees. The
complaint also alleges that defendants were unjustly enriched by their conduct and seeks
restitution of any unjust benefits received. In addition, these plaintiffs are seeking punitive or
treble damages, and pre-judgment and post-judgment interest.
- 29 -
AMERIGAS PARTNERS, L.P.
In addition, five other purported class actions have been filed against us in the following federal
courts: Northern District of California (two lawsuits), Central District of California, Middle
District of Florida, and Eastern District of Pennsylvania. These suits, in essence, reiterate the
claims made in the above-described complaints. In addition, some of the suits filed in federal
court allege violation of state slack filling laws, as well as state consumer protection
statutes, some of which contain penalty provisions if violations are proven.
A motion to consolidate all of the purported class action lawsuits is pending in the United States
District Court for the District of Kansas. In the interim, defendants have filed motions to stay
discovery pending the resolution of the motion to consolidate and no discovery has yet taken place.
We are investigating these claims and intend to vigorously defend the lawsuits. We are currently
not able to predict the outcome of the class action lawsuits and consequently no amounts have been
recorded in the financial statements. Any judgment or settlement of the claims could have a
material adverse impact on our results of operations.
Partnership Sale of Propane Storage Facility
On November 13, 2008, AmeriGas OLP sold its 600,000 barrel refrigerated, above-ground storage
facility located on leased property in California for net cash of $42.4 million. We recorded a
pre-tax gain of $39.9 million associated with this transaction, which increased net income for the
nine months ended June 30, 2009 by $39.5 million.
Effect of Recent Market Conditions
The recent unprecedented volatility in credit and capital markets may create additional risks to
the Partnership in the future. We are exposed to financial market risk resulting from, among other
things, changes in interest rates and conditions in the credit and capital markets. Recent
developments in the credit markets increase our possible exposure to the liquidity and credit risks
of our suppliers, counterparties associated with derivative financial instruments and our
customers.
We believe that we have sufficient liquidity in the form of revolving credit facilities, letters of
credit and guarantee arrangements to fund our operations including the collateral requirements of
our derivative financial instruments and our maturing long-term debt. Additionally, we do not have
significant amounts of long-term debt maturing or revolving credit agreements terminating in the
next several fiscal years. Accordingly, we do not believe that recent conditions in the credit and
capital markets will have a significant impact on our liquidity. Although we believe that recent
financial market conditions will not have a significant impact on our ability to fund our existing
operations, such market conditions could restrict our ability to make a significant acquisition or
limit the scope of major capital projects, if access to credit and capital markets is limited, and
could adversely affect our results of operations.
We are subject to credit risk relating to the ability of counterparties to meet their contractual
payment obligations or the potential non-performance of counterparties to deliver contracted
commodities or services at contract prices. We monitor our counterparty credit risk exposure in
order to minimize credit risk with any one supplier or financial instrument counterparty. We have a
diverse customer base that spans broad geographic, economic and demographic constituencies. On an
annual basis, no single customer represents more than ten percent of our revenues or operating
income. Notwithstanding our diverse customer profile, current economic conditions and the
conditions in the credit markets could affect the ability of some of our customers to pay timely or
could result in increased customer bankruptcies which may lead to increased bad debts. The
Partnerships allowance for uncollectible accounts at June 30, 2009 reflects the estimated impact
of the current economic conditions on the collectibility of its accounts receivable.
- 30 -
AMERIGAS PARTNERS, L.P.
|
|
|
ITEM 3. |
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Our primary financial market risks include commodity prices for propane and interest rates on
borrowings.
The risk associated with fluctuations in the prices the Partnership pays for propane is principally
a result of market forces reflecting changes in supply and demand for propane and other energy
commodities. The Partnerships profitability is sensitive to changes in propane supply costs and
the Partnership generally passes on increases in such costs to customers. The Partnership may not,
however, always be able to pass through product cost increases fully or on a timely basis,
particularly when product costs rise rapidly. In order to reduce the volatility of the
Partnerships propane market price risk, we use contracts for the forward purchase or sale of
propane, propane fixed-price supply agreements, and over-the-counter derivative commodity
instruments including price swap and option contracts. Over-the-counter derivative commodity
instruments utilized by the Partnership to hedge forecasted purchases of propane are generally
settled at expiration of the contract. These derivative financial instruments contain collateral
provisions. In order to minimize our credit risk associated with derivative commodity contracts, we
monitor established credit limits with our contract counterparties. Although we use derivative
financial and commodity instruments to reduce market price risk associated with forecasted
transactions, we do not use derivative financial and commodity instruments for speculative or
trading purposes.
The Partnership has both fixed-rate and variable-rate debt. Changes in interest rates impact the
cash flows of variable-rate debt but generally do not impact their fair value. Conversely, changes
in interest rates impact the fair value of fixed-rate debt but do not impact their cash flows.
Our variable-rate debt includes borrowings under AmeriGas OLPs credit agreements. These agreements
have interest rates that are generally indexed to short-term market interest rates. Our long-term
debt is typically issued at fixed rates of interest based upon market rates for debt having similar
terms and credit ratings. As these long-term debt issues mature, we may refinance such debt with
new debt having interest rates reflecting then-current market conditions. This debt may have an
interest rate that is more or less than the refinanced debt. In order to reduce interest rate risk
associated with forecasted issuances of fixed-rate debt, from time to time we enter into interest
rate protection agreements.
The following table summarizes the fair values of unsettled market risk sensitive derivative
instruments held at June 30, 2009. It also includes the changes in fair value that would result if
there were a ten percent adverse change in (1) the market price of propane and (2) the three-month
LIBOR:
|
|
|
|
|
|
|
|
|
|
|
Asset (Liability) |
|
|
|
|
|
|
|
Change in |
|
(Millions of dollars) |
|
Fair Value |
|
|
Fair Value |
|
June 30, 2009: |
|
|
|
|
|
|
|
|
Propane
price swap and option contracts |
|
$ |
(12.6 |
) |
|
$ |
(12.9 |
) |
Interest rate protection agreements |
|
|
(10.4 |
) |
|
|
(5.3 |
) |
- 31 -
AMERIGAS PARTNERS, L.P.
Because the Partnerships derivative instruments generally qualify as hedges under SFAS No.
133, Accounting for Derivative Instruments and Hedging
Activities, we expect that changes in the fair value of derivative instruments used to manage propane
price or interest rate risk would be substantially offset by gains or losses on the associated
anticipated transactions.
|
|
|
ITEM 4. |
|
CONTROLS AND PROCEDURES |
(a) |
|
Evaluation of Disclosure Controls and Procedures |
|
|
|
The Partnerships management, with the participation of the Partnerships Chief Executive
Officer and Chief Financial Officer, evaluated the effectiveness of the Partnerships
disclosure controls and procedures as of the end of the period covered by this report.
Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that the Partnerships disclosure controls and procedures as of the end of the period
covered by this report were designed and functioning effectively to provide reasonable
assurance that the information required to be disclosed by the Partnership in reports filed
under the Securities Exchange Act of 1934, as amended, is (i) recorded, processed,
summarized and reported within the time periods specified in the Securities and Exchange
Commissions rules and forms, and (ii) accumulated and communicated to our management,
including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow
timely decisions regarding disclosure. |
|
(b) |
|
Change in Internal Control over Financial Reporting |
|
|
|
No change in the Partnerships internal control over financial reporting occurred during the
Partnerships most recent fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the Partnerships internal control over financial reporting. |
- 32 -
AMERIGAS PARTNERS, L.P.
PART II OTHER INFORMATION
|
|
|
ITEM 1. |
|
LEGAL PROCEEDINGS |
Purported Consumer Class Action Lawsuits. On May 27, 2009, the General Partner was named as a
defendant in a purported class action lawsuit in the Superior Court of the State of California in
which plaintiffs are challenging the General Partners weight disclosure with regard to its
portable propane grill cylinders. The complaint purports to be brought on behalf of a class of all
AmeriGas consumers in the state of California during the four years prior to the date of the
California complaint, who exchanged an empty cylinder and were provided with what is alleged to be
only a partially-filled cylinder. The plaintiffs seek restitution, injunctive relief, interest,
costs, attorneys fees and other appropriate relief.
On June 4, 2009, the General Partner, AmeriGas OLP and AmeriGas Partners were each named in a
purported class action lawsuit filed in federal district court in San Francisco, California. This
complaint purports to be brought on behalf of a nationwide class defined as to include all
purchasers of liquefied propane gas cylinders marketed or sold by AmeriGas and another unaffiliated
entity nationwide from January 1, 2008 to the present. This complaint claims that defendants
conduct constituted an unfair and deceptive practice that injured consumers and violated the
consumer protection statutes of thirty-seven states and the District of Columbia, thereby entitling
the class to damages, restitution, disgorgement, injunctive relief, costs and attorneys fees. The
complaint also alleges that defendants were unjustly enriched by their conduct and seeks
restitution of any unjust benefits received. In addition, these plaintiffs are seeking punitive or
treble damages, and pre-judgment and post-judgment interest.
In addition, five other purported class actions have been filed against us in the following federal
courts: Northern District of California (two lawsuits), Central District of California, Middle
District of Florida, and Eastern District of Pennsylvania. These suits, in essence, reiterate the
claims made in the above-described complaints. In addition, some of the suits filed in federal
court allege violation of state slack filling laws, as well as state consumer protection
statutes, some of which contain penalty provisions if violations are proven.
A motion to consolidate all of the purported class action lawsuits is pending in the United States
District Court for the District of Kansas. In the interim, defendants have filed motions to stay
discovery pending the resolution of the motion to consolidate and no discovery has yet taken place.
We are investigating these claims and intend to vigorously defend the lawsuits.
- 33 -
AMERIGAS PARTNERS, L.P.
In addition to the other information set forth in this Report, you should carefully consider the
factors discussed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the
fiscal year ended September 30, 2008 and Part II, Item 1A. Risk Factors in our Quarterly Report
on Form 10-Q for the fiscal quarter ended March 31, 2009, which could materially affect our
business, financial condition or future results. The risks described in our Annual Report on Form
10-K are not the only risks facing the Partnership. Other unknown or unpredictable factors could
also have material adverse effects on future results.
The exhibits filed as part of this report are as follows (exhibits incorporated by reference are
set forth with the name of the registrant, the type of report and registration number or last date
of the period for which it was filed, and the exhibit number in such filing):
Incorporation by Reference
|
|
|
|
|
|
|
|
|
|
|
Exhibit |
|
|
|
|
|
|
|
|
No. |
|
Exhibit |
|
Registrant |
|
Filing |
|
Exhibit |
3.1
|
|
Fourth Amended and
Restated Agreement
of Limited
Partnership of
AmeriGas Partners,
L.P. dated as of
July 27, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.1
|
|
Form of Joinder No.
2 to Restricted
Subsidiary
Guarantee, dated as
of July 20, 2009,
by AmeriGas Eagle
Propane, L.P. and
AmeriGas Eagle
Parts & Service
Inc. for the
benefit of Wachovia
Bank, National
Associations, as
agent for the Banks
(as defined)
|
|
AmeriGas Partners,
L.P.
|
|
Form 8-K (7/20/09)
|
|
|
10.1 |
|
|
|
|
|
|
|
|
|
|
|
|
10.2
|
|
Form of Joinder No.
1 to Restricted
Subsidiary
Guarantee, dated as
of July 20, 2009,
by AmeriGas Eagle
Propane, L.P. and
AmeriGas Eagle
Parts & Service
Inc. for the
benefit of Wachovia
Bank, National
Association and the
Banks (as defined)
|
|
AmeriGas Partners,
L.P.
|
|
Form 8-K (7/20/09)
|
|
|
10.2 |
|
|
|
|
|
|
|
|
|
|
|
|
10.3
|
|
Restricted Security
Guarantee, dated
April 17, 2009, by
the Restricted
Subsidiaries of
AmeriGas Propane,
L.P. as Guarantors,
for the benefit of
Wachovia Bank,
National
Association and the
Banks (as defined)
|
|
AmeriGas Partners,
L.P.
|
|
Form 8-K (7/20/09)
|
|
|
10.3 |
|
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
Certification by
the Chief Executive
Officer relating to
the Registrants
Report on Form 10-Q
for the quarter
ended June 30,
2009, pursuant to
Section 302 of the
Sarbanes-Oxley Act
of 2002 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.2
|
|
Certification by
the Chief Financial
Officer relating to
the Registrants
Report on Form 10-Q
for the quarter
ended June 30,
2009, pursuant to
Section 302 of the
Sarbanes-Oxley Act
of 2002 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32
|
|
Certification by
the Chief Executive
Officer and the
Chief Financial
Officer relating to
the Registrants
Report on Form 10-Q
for the quarter
ended June 30,
2009, pursuant to
Section 906 of the
Sarbanes-Oxley Act
of 2002 |
|
|
|
|
|
|
|
|
- 34 -
AMERIGAS PARTNERS, L.P.
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 thereunto duly authorized.
|
|
|
|
|
|
AmeriGas Partners, L.P.
(Registrant)
|
|
|
By: |
AmeriGas Propane, Inc.,
|
|
|
|
as General Partner |
|
|
|
|
|
Date: August 7, 2009 |
By: |
/s/ Jerry E. Sheridan
|
|
|
|
Jerry E. Sheridan |
|
|
|
Vice President Finance
and Chief Financial Officer |
|
|
|
|
Date: August 7, 2009 |
By: |
/s/ William J. Stanczak
|
|
|
|
William J. Stanczak |
|
|
|
Controller and Chief Accounting Officer |
|
- 35 -
AMERIGAS PARTNERS, L.P.
EXHIBIT INDEX
|
|
|
|
|
|
3.1 |
|
|
Fourth Amended and Restated Agreement of Limited Partnership of AmeriGas Partners, L.P.
dated as of July 27, 2009 |
|
|
|
|
|
|
31.1 |
|
|
Certification by the Chief Executive Officer relating to the Registrants Report on Form10-Q
for the quarter ended June 30, 2009, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
|
31.2 |
|
|
Certification by the Chief Financial Officer relating to the Registrants Report on Form 10-Q
for the quarter ended June 30, 2009, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
|
32 |
|
|
Certification by the Chief Executive Officer and the Chief Financial Officer relating to the
Registrants Report on Form 10-Q for the quarter ended June 30, 2009, pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 |