þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware (State or other jurisdiction of incorporation or organization) |
23-2787918 (I.R.S. Employer Identification No.) |
PAGES | ||||||||
Part I Financial Information |
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Item 1. Financial Statements (unaudited) |
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1 | ||||||||
2 | ||||||||
3 | ||||||||
4 | ||||||||
5 - 10 | ||||||||
11 - 18 | ||||||||
19 - 20 | ||||||||
20 | ||||||||
21 | ||||||||
21 | ||||||||
22 | ||||||||
Exhibit 31.1 | ||||||||
Exhibit 31.2 | ||||||||
Exhibit 32 |
-i-
June 30, | September 30, | June 30, | ||||||||||
2007 | 2006 | 2006 | ||||||||||
ASSETS |
||||||||||||
Current assets: |
||||||||||||
Cash and cash equivalents |
$ | 15,453 | $ | 84,775 | $ | 62,819 | ||||||
Accounts receivable (less allowances for doubtful accounts
of $18,816, $14,460 and $17,091, respectively) |
183,627 | 171,091 | 161,076 | |||||||||
Accounts receivable related parties |
3,461 | 3,104 | 2,344 | |||||||||
Inventories |
96,791 | 99,836 | 82,156 | |||||||||
Derivative financial instruments |
3,160 | 12 | 17,834 | |||||||||
Prepaid expenses and other current assets |
5,927 | 9,391 | 7,616 | |||||||||
Total current assets |
308,419 | 368,209 | 333,845 | |||||||||
Property, plant and equipment (less accumulated depreciation and
amortization of $665,924, $622,684, and $608,793, respectively) |
599,963 | 580,592 | 581,227 | |||||||||
Goodwill |
622,694 | 619,938 | 619,145 | |||||||||
Intangible assets (less accumulated amortization of $28,112,
$25,216 and $24,059, respectively) |
26,141 | 25,608 | 26,286 | |||||||||
Other assets |
18,864 | 17,420 | 21,875 | |||||||||
Total assets |
$ | 1,576,081 | $ | 1,611,767 | $ | 1,582,378 | ||||||
LIABILITIES AND PARTNERS CAPITAL |
||||||||||||
Current liabilities: |
||||||||||||
Current maturities of long-term debt |
$ | 1,508 | $ | 1,825 | $ | 1,750 | ||||||
Accounts payable trade |
118,518 | 143,528 | 112,788 | |||||||||
Accounts payable related parties |
2,753 | 3,530 | 2,005 | |||||||||
Customer deposits and advances |
42,534 | 103,329 | 51,531 | |||||||||
Derivative financial instruments |
50 | 25,778 | | |||||||||
Other current liabilities |
76,854 | 102,166 | 78,139 | |||||||||
Total current liabilities |
242,217 | 380,156 | 246,213 | |||||||||
Long-term debt |
931,011 | 931,921 | 932,028 | |||||||||
Other noncurrent liabilities |
67,054 | 67,739 | 61,555 | |||||||||
Commitments and contingencies (note 4) |
||||||||||||
Minority interests |
11,377 | 10,448 | 11,425 | |||||||||
Partners capital |
324,422 | 221,503 | 331,157 | |||||||||
Total liabilities and partners capital |
$ | 1,576,081 | $ | 1,611,767 | $ | 1,582,378 | ||||||
- 1 -
Three Months Ended | Nine Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Revenues: |
||||||||||||||||
Propane |
$ | 388,964 | $ | 338,047 | $ | 1,723,661 | $ | 1,604,821 | ||||||||
Other |
44,953 | 41,062 | 136,655 | 122,642 | ||||||||||||
433,917 | 379,109 | 1,860,316 | 1,727,463 | |||||||||||||
Costs and expenses: |
||||||||||||||||
Cost of sales propane |
251,663 | 215,900 | 1,107,673 | 1,041,719 | ||||||||||||
Cost of sales other |
20,440 | 18,456 | 53,440 | 47,738 | ||||||||||||
Operating and administrative expenses |
135,937 | 128,469 | 430,089 | 403,502 | ||||||||||||
Depreciation and amortization |
18,933 | 17,840 | 56,074 | 54,009 | ||||||||||||
Other income, net |
(5,091 | ) | (4,429 | ) | (13,515 | ) | (13,368 | ) | ||||||||
421,882 | 376,236 | 1,633,761 | 1,533,600 | |||||||||||||
Operating income |
12,035 | 2,873 | 226,555 | 193,863 | ||||||||||||
Loss on extinguishment of debt |
| | | (17,079 | ) | |||||||||||
Interest expense |
(17,837 | ) | (17,820 | ) | (53,626 | ) | (56,167 | ) | ||||||||
Income before income taxes and minority interests |
(5,802 | ) | (14,947 | ) | 172,929 | 120,617 | ||||||||||
Income tax benefit (expense) |
187 | 105 | (863 | ) | (2 | ) | ||||||||||
Minority interests |
(97 | ) | 5 | (2,252 | ) | (1,680 | ) | |||||||||
Net (loss) income |
$ | (5,712 | ) | $ | (14,837 | ) | $ | 169,814 | $ | 118,935 | ||||||
General partners interest in net (loss) income |
$ | (13 | ) | $ | (148 | ) | $ | 15,327 | $ | 3,134 | ||||||
Limited partners interest in net (loss) income |
$ | (5,699 | ) | $ | (14,689 | ) | $ | 154,487 | $ | 115,801 | ||||||
Net (loss) income per limited partner unit: |
||||||||||||||||
Basic |
$ | (0.10 | ) | $ | (0.26 | ) | $ | 2.72 | $ | 2.04 | ||||||
Diluted |
$ | (0.10 | ) | $ | (0.26 | ) | $ | 2.72 | $ | 2.04 | ||||||
Average limited partner units outstanding (thousands): |
||||||||||||||||
Basic |
56,822 | 56,797 | 56,817 | 56,797 | ||||||||||||
Diluted |
56,822 | 56,797 | 56,851 | 56,833 | ||||||||||||
- 2 -
Nine Months Ended | ||||||||
June 30, | ||||||||
2007 | 2006 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
Net income |
$ | 169,814 | $ | 118,935 | ||||
Adjustments to reconcile net income to net
cash provided by operating activities: |
||||||||
Depreciation and amortization |
56,074 | 54,009 | ||||||
Provision for uncollectible accounts |
9,262 | 9,875 | ||||||
Loss on early extinguishment of debt |
| 17,079 | ||||||
Other, net |
4,269 | (7,093 | ) | |||||
Net change in: |
||||||||
Accounts receivable |
(18,761 | ) | (9,455 | ) | ||||
Inventories |
6,222 | 8,592 | ||||||
Accounts payable |
(26,525 | ) | (24,627 | ) | ||||
Other current assets and liabilities |
(83,321 | ) | (63,995 | ) | ||||
Net cash provided by operating activities |
117,034 | 103,320 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
Expenditures for property, plant and equipment |
(58,252 | ) | (51,677 | ) | ||||
Proceeds from disposals of assets |
3,297 | 8,139 | ||||||
Acquisitions of businesses, net of cash acquired |
(27,783 | ) | (1,145 | ) | ||||
Net cash used by investing activities |
(82,738 | ) | (44,683 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
Distributions |
(101,626 | ) | (97,530 | ) | ||||
Minority interest activity |
(1,661 | ) | 1,614 | |||||
Proceeds from issuance of Common Units |
814 | 146 | ||||||
Issuance of long-term debt |
70 | 343,875 | ||||||
Repayment of long-term debt |
(1,223 | ) | (343,086 | ) | ||||
Capital contribution from General Partner |
8 | 1 | ||||||
Net cash used by financing activities |
(103,618 | ) | (94,980 | ) | ||||
Cash and cash equivalents decrease |
$ | (69,322 | ) | $ | (36,343 | ) | ||
CASH AND CASH EQUIVALENTS: |
||||||||
End of period |
$ | 15,453 | $ | 62,819 | ||||
Beginning of period |
84,775 | 99,162 | ||||||
Decrease |
$ | (69,322 | ) | $ | (36,343 | ) | ||
- 3 -
Accumulated | ||||||||||||||||||||
Number of | other | Total | ||||||||||||||||||
Common | General | comprehensive | partners | |||||||||||||||||
Units | Common | partner | (loss) income | capital | ||||||||||||||||
Balance September 30, 2006 |
56,797,105 | $ | 250,493 | $ | 2,525 | $ | (31,515 | ) | $ | 221,503 | ||||||||||
Net income |
154,487 | 15,327 | 169,814 | |||||||||||||||||
Net gains on derivative instruments |
9,175 | 9,175 | ||||||||||||||||||
Reclassification of net losses
on derivative instruments |
24,362 | 24,362 | ||||||||||||||||||
Comprehensive income |
154,487 | 15,327 | 33,537 | 203,351 | ||||||||||||||||
Distributions |
(100,566 | ) | (1,060 | ) | (101,626 | ) | ||||||||||||||
Unit based compensation expense |
372 | 372 | ||||||||||||||||||
Common Units issued in
connection with incentive
compensation plan |
25,392 | 814 | 8 | 822 | ||||||||||||||||
Balance June 30, 2007 |
56,822,497 | $ | 305,600 | $ | 16,800 | $ | 2,022 | $ | 324,422 | |||||||||||
- 4 -
1. | Basis of Presentation |
|
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 as minority interests in the
condensed consolidated financial statements. |
||
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, L.P. |
||
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, 2006 condensed
consolidated balance sheet data was derived from audited financial statements, but does not
include all disclosures required by accounting principles generally accepted in the United
States of America. 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, 2006 (2006 Annual Report). 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. |
||
Net Income Per Unit. Net income per unit is computed by dividing net income, after
deducting the General Partners interest in AmeriGas Partners, by the weighted average
number of limited partner units outstanding. This interest is calculated in accordance with
the provisions in the Partnership Agreement governing cash distributions. Generally, the
percentage of cash distributions to the General Partner increases when the amount of any
distribution to the limited partners exceeds $0.605 per Common Unit. Accordingly, beginning
with the partnership distribution of $0.61 per Common Unit paid on May 18, 2007 to holders
of record on May 10, 2007, the General Partner received a greater percentage of the total
partnership distribution than its general partner ownership interest
of 1%, but only with respect to the total amount distributed by which
the distribution per Common Unit to
limited partners exceeded $0.605. |
- 5 -
The Partnership follows the provisions in Emerging Issues Task Force (EITF) Issue No.
03-6, Participating Securities and the Two-Class Method under FASB Statement No. 128
(EITF 03-6), which results in the calculation of net income per limited partner unit for
each period according to distributions declared and participation rights in undistributed
earnings, as if all of the earnings for the period had been distributed. In periods with
undistributed earnings above certain levels, the calculation according to the two-class
method results in an increased allocation of undistributed earnings to the General Partner
and a dilution of the earnings to the limited partners. Due to the seasonality of the
propane business, the dilutive effect of EITF 03-6 on net income per limited partner unit
will typically, but not necessarily, impact our first three fiscal quarters. The dilutive
effect of EITF 03-6 on net income per diluted limited partner unit was $(0.24) and $(0.03)
for the nine months ended June 30, 2007 and 2006, respectively. There was no dilutive
effect of EITF 03-6 on net income per diluted limiter partner unit for the three months
ended June 30, 2007 and 2006. |
||
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
(loss) for the three and nine months ended June 30, 2007 and 2006: |
Three Months Ended | Nine Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Net (loss) income |
$ | (5,712 | ) | $ | (14,837 | ) | $ | 169,814 | $ | 118,935 | ||||||
Other comprehensive income (loss) |
4,412 | 18,555 | 33,537 | (27,954 | ) | |||||||||||
Comprehensive (loss) income |
$ | (1,300 | ) | $ | 3,718 | $ | 203,351 | $ | 90,981 | |||||||
Other comprehensive income (loss) is principally the result of changes in the fair value of
propane commodity derivative instruments and interest rate protection agreements, net of
reclassifications of net gains and losses to net income. |
||
Revenue-Related Taxes. In June 2006, the Financial Accounting Standards Board (FASB)
reached a consensus on EITF Issue No. 06-3, How Taxes Collected from Customers and Remitted
to Governmental Authorities Should Be Presented in the Income Statement (That Is, Gross
versus Net Presentation) (EITF 06-3). EITF 06-3 addresses accounting policies disclosure
with respect to revenue-related taxes beginning with financial reports for interim or annual
reporting periods beginning after December 15, 2006. The scope of EITF 06-3 includes any
tax assessed by a governmental authority that is imposed concurrent with or subsequent to a revenue-producing transaction between
a seller and a customer. EITF 06-3 permits entities to adopt a policy of presenting such
taxes in the income statement either on a gross basis within revenue or on a net basis. If
such taxes are significant, and are presented on the income statement on a gross basis, the
amounts of those taxes should also be disclosed. Our prior and current policy is to present such revenue-related taxes within the
scope of EITF 06-3 on a net basis. |
- 6 -
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 accounting principles generally accepted in the United States of America.
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. |
||
Recently Issued Accounting Pronouncements. In February 2007, the FASB issued Statement of
Financial Accounting Standards (SFAS) No. 159, The Fair Value Option for Financial Assets
and Financial Liabilities Including an amendment of FASB Statement No. 115 (SFAS 159)
which permits entities to choose to measure certain financial instruments at fair value that
are not currently required to be measured at fair value. Upon adoption, a cumulative
adjustment will be made to beginning retained earnings for the initial fair value option
remeasurement. Subsequent unrealized gains and losses for fair value option items will be
reported in earnings. SFAS No. 159 is effective for fiscal years beginning after November
15, 2007 and should not be applied retrospectively, except as permitted by certain
conditions for early adoption. We are currently reviewing the provisions of SFAS 159. |
||
2. | Acquisitions |
|
During the nine months ended June 30, 2007, AmeriGas OLP acquired retail propane
distribution and cylinder refurbishment businesses for total cash consideration of $27,783.
The operating results of these businesses have been included in our operating results from
their respective dates of acquisition. The pro forma effects of these transactions were not
material to the Partnerships results of operations. |
||
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 $79,697 and $254,953 during the three and nine months ended June 30, 2007,
respectively, and $74,407 and $237,494 during the three and nine months ended June 30, 2006,
respectively, include employee compensation and benefit expenses of employees of the General
Partner and general and administrative expenses. |
- 7 -
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. Such corporate expenses totaled $2,244 and $8,393 during
the three and nine months ended June 30, 2007, respectively, and $3,938 and $8,473 during
the three and nine months ended June 30, 2006, respectively. In addition, UGI and certain
of its subsidiaries provide office space and automobile liability insurance to the
Partnership. These costs totaled $562 and $1,858 during the three and nine months ended
June 30, 2007, and $629 and $2,017 during the three and nine months ended June 30, 2006,
respectively. |
||
AmeriGas OLP purchases propane from UGI Energy Services, Inc. and subsidiaries (Energy
Services), which is owned by an affiliate of UGI. Purchases of propane by AmeriGas OLP
from Energy Services totaled $4,428 and $28,765, during the three and nine months ended June
30, 2007, respectively, and $4,528 and $32,197 during the three and nine months ended June
30, 2006, respectively. Amounts due to Energy Services totaled $1,807, $3,115 and $2,003 at
June 30, 2007, September 30, 2006 and June 30, 2006, respectively, and are reflected in
accounts payable related parties in the Condensed Consolidated Balance Sheets. |
||
4. | Commitments and Contingencies |
|
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, 2007, the potential amount payable under this indemnity by the Company
Parties was approximately $58,000. These indemnity obligations will expire on the date that CPH
acquires the remaining outstanding partnership interest of CPLP, which is expected to occur
on or after July 19, 2009. |
- 8 -
Under the terms of the 2001 Acquisition Agreement, CEG agreed to indemnify the Buyer Parties
and the Company Parties against any losses that they sustain under the 1999 Acquisition
Agreement and related agreements (Losses), including National Claims, to the extent such
claims are based on acts or omissions of CEG or the Company Parties prior to the 2001
Acquisition. The Buyer Parties agreed to indemnify CEG against Losses, including National
Claims, to the extent such claims are based on acts or omissions of the Buyer Parties or the
Company Parties after the 2001 Acquisition. CEG and the Buyer Parties have agreed to
apportion certain losses resulting from National Claims to the extent such losses result
from the 2001 Acquisition itself. |
||
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. We believe we have good defenses to the claims of the class members and
intend to defend against the remaining claims in this lawsuit. |
||
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. |
- 9 -
5. | Sale of Arizona Storage Facility |
|
In February 2007, we signed a definitive agreement with Plains LPG Services, L.P. to sell
our 3.5 million barrel liquefied petroleum gas storage terminal located near Phoenix,
Arizona for approximately $52,000. The transaction closed in July 2007 and we expect to
record a gain of approximately $47,000 associated with this transaction during our fourth
fiscal quarter. |
- 10 -
ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
- 11 -
- 12 -
Three Months Ended June 30, | 2007 | 2006 | Increase | |||||||||||||
(millions of dollars) | ||||||||||||||||
Gallons sold (millions): |
||||||||||||||||
Retail |
182.1 | 171.1 | 11.0 | 6.4 | % | |||||||||||
Wholesale |
18.7 | 16.4 | 2.3 | 14.0 | % | |||||||||||
200.8 | 187.5 | 13.3 | 7.1 | % | ||||||||||||
Revenues: |
||||||||||||||||
Retail propane |
$ | 366.5 | $ | 318.9 | $ | 47.6 | 14.9 | % | ||||||||
Wholesale propane |
22.5 | 19.1 | 3.4 | 17.8 | % | |||||||||||
Other |
44.9 | 41.1 | 3.8 | 9.2 | % | |||||||||||
$ | 433.9 | $ | 379.1 | $ | 54.8 | 14.5 | % | |||||||||
Total margin (a) |
$ | 161.8 | $ | 144.7 | $ | 17.1 | 11.8 | % | ||||||||
EBITDA (b) |
$ | 30.9 | $ | 20.7 | $ | 10.2 | 49.3 | % | ||||||||
Operating income |
$ | 12.0 | $ | 2.9 | $ | 9.1 | 313.8 | % | ||||||||
Net loss |
$ | (5.7 | ) | $ | (14.8 | ) | $ | 9.1 | 61.5 | % | ||||||
Heating degree days % warmer than normal (c) |
6.1 | 21.9 | | |
(a) | Total margin represents total revenues less cost of sales propane and cost of sales
other. |
|
(b) | EBITDA (earnings before interest expense, income taxes, depreciation and amortization) should
not be considered as an alternative to net income (as an indicator of operating performance)
or as an alternative to cash flow (as a measure of liquidity or ability to service debt
obligations) 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 compare the
Partnerships operating performance with that of other companies within the propane industry
and to evaluate the Partnerships ability to meet loan covenants. The Partnerships
definition of EBITDA may be different from that used by other companies. 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,
EBITDA for interim periods is not necessarily indicative of amounts to be expected for a full
year. |
|
The following table includes reconciliations of net income to EBITDA for the periods presented: |
Three Months Ended | ||||||||
June 30, | ||||||||
2007 | 2006 | |||||||
Net loss |
$ | (5.7 | ) | $ | (14.8 | ) | ||
Income tax benefit |
(0.2 | ) | (0.1 | ) | ||||
Interest expense |
17.8 | 17.8 | ||||||
Depreciation |
18.0 | 16.7 | ||||||
Amortization |
1.0 | 1.1 | ||||||
EBITDA |
$ | 30.9 | $ | 20.7 | ||||
(c) | Deviation from average heating degree days based upon national weather statistics provided by
the National Oceanic and Atmospheric Administration (NOAA) for 335 airports in the United
States, excluding Alaska. |
- 13 -
- 14 -
Increase | ||||||||||||||||
Nine Months Ended June 30, | 2007 | 2006 | (Decrease) | |||||||||||||
(millions of dollars) | ||||||||||||||||
Gallons sold (millions): |
||||||||||||||||
Retail |
835.1 | 804.4 | 30.7 | 3.8 | % | |||||||||||
Wholesale |
95.7 | 98.6 | (2.9 | ) | (2.9 | )% | ||||||||||
930.8 | 903.0 | 27.8 | 3.1 | % | ||||||||||||
Revenues: |
||||||||||||||||
Retail propane |
$ | 1,614.3 | $ | 1,492.4 | $ | 121.9 | 8.2 | % | ||||||||
Wholesale propane |
109.4 | 112.4 | (3.0 | ) | (2.7 | )% | ||||||||||
Other |
136.6 | 122.7 | 13.9 | 11.3 | % | |||||||||||
$ | 1,860.3 | $ | 1,727.5 | $ | 132.8 | 7.7 | % | |||||||||
Total margin (a) |
$ | 699.2 | $ | 638.0 | $ | 61.2 | 9.6 | % | ||||||||
EBITDA (b) |
$ | 280.4 | $ | 229.1 | $ | 51.3 | 22.4 | % | ||||||||
Operating income |
$ | 226.6 | $ | 193.9 | $ | 32.7 | 16.9 | % | ||||||||
Net income |
$ | 169.8 | $ | 118.9 | $ | 50.9 | 42.8 | % | ||||||||
Heating degree days % warmer than normal (c) |
5.8 | 10.3 | | |
(a) | Total margin represents total revenues less cost of sales propane and cost of sales
other. |
|
(b) | EBITDA (earnings before interest expense, income taxes, depreciation and amortization) should
not be considered as an alternative to net income (as an indicator of operating performance)
or as an alternative to cash flow (as a measure of liquidity or ability to service debt
obligations) and is not a measure of performance or financial condition under GAAP.
Management believes EBITDA is a meaningful non-GAAP financial measure used by investors to
compare the Partnerships operating performance with that of other companies within the
propane industry and to evaluate the Partnerships ability to meet loan covenants. The
Partnerships definition of EBITDA may be different from that used by other companies.
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, EBITDA for interim periods is not necessarily indicative of amounts to be expected
for a full year. |
|
The following table includes reconciliations of net income to EBITDA for the periods presented: |
Nine Months Ended | ||||||||
June 30, | ||||||||
2007 | 2006 | |||||||
Net income |
$ | 169.8 | $ | 118.9 | ||||
Income tax expense |
0.9 | | ||||||
Interest expense |
53.6 | 56.2 | ||||||
Depreciation |
53.2 | 50.5 | ||||||
Amortization |
2.9 | 3.5 | ||||||
EBITDA |
$ | 280.4 | $ | 229.1 | ||||
(c) | Deviation from average heating degree days based upon national weather statistics provided by
the National Oceanic and Atmospheric Administration (NOAA) for 335 airports in the United
States, excluding Alaska. |
- 15 -
- 16 -
- 17 -
- 18 -
- 19 -
Fair | Change in | |||||||
Value | Fair Value | |||||||
(Millions of dollars) | ||||||||
June 30, 2007: |
||||||||
Propane commodity price risk |
$ | 3.1 | $ | (17.7 | ) | |||
Interest rate risk |
3.2 | (4.5 | ) | |||||
(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. |
- 20 -
Exhibit No. | Exhibit | |
31.1
|
Certification by the Chief Executive Officer relating to the Registrants Report on Form 10-Q for the quarter ended June 30, 2007, 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, 2007, 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, 2007, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
- 21 -
AmeriGas Partners, L.P. | ||||
(Registrant) |
||||
By: | AmeriGas Propane, Inc., | |||
as General Partner | ||||
Date: August 9, 2007 | By: | /s/ Jerry E. Sheridan | ||
Jerry E. Sheridan | ||||
Vice President Finance and Chief Financial Officer | ||||
Date: August 9, 2007 | By: | /s/ William J. Stanczak | ||
William J. Stanczak | ||||
Controller and Chief Accounting Officer | ||||
- 22 -
31.1 | Certification by the Chief Executive Officer relating to the Registrants Report on Form 10-Q
for the quarter ended June 30, 2007 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, 2007, 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, 2007, pursuant to Section 906
of the Sarbanes-Oxley Act of 2002. |