FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2001
OR
[ ] 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
Commission file number 33-92734-01
Commission file number 333-72986-02
Commission file number 333-72986-01
AMERIGAS PARTNERS, L.P.
AMERIGAS FINANCE CORP.
AMERIGAS EAGLE FINANCE CORP.
AP EAGLE FINANCE CORP.
(Exact name of registrants as specified in their charters)
Delaware 23-2787918
Delaware 23-2800532
Delaware 23-3074434
Delaware 23-3077318
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) 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 X No
--- ---
At January 31, 2002, the registrants had units and shares of common
stock outstanding as follows:
AmeriGas Partners, L.P. - 39,539,286 Common Units
9,891,072 Subordinated Units
AmeriGas Finance Corp. - 100 shares
AmeriGas Eagle Finance Corp. - 100 shares
AP Eagle Finance Corp. - 100 shares
AMERIGAS PARTNERS, L.P.
TABLE OF CONTENTS
PAGES
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
AmeriGas Partners, L.P.
Condensed Consolidated Balance Sheets as of December 31, 2001,
September 30, 2001 and December 31, 2000 1
Condensed Consolidated Statements of Operations for the three
and twelve months ended December 31, 2001 and 2000 2
Condensed Consolidated Statements of Cash Flows for the three
and twelve months ended December 31, 2001 and 2000 3
Condensed Consolidated Statement of Partners' Capital for the
three months ended December 31, 2001 4
Notes to Condensed Consolidated Financial Statements 5 - 11
AmeriGas Finance Corp.
Balance Sheets as of December 31, 2001 and September 30, 2001 12
Note to Balance Sheets 13
AmeriGas Eagle Finance Corp.
Balance Sheets as of December 31, 2001 and September 30, 2001 14
Note to Balance Sheets 15
AP Eagle Finance Corp.
Balance Sheets as of December 31, 2001 and September 30, 2001 16
Note to Balance Sheets 17
-i-
PAGES
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 18 - 23
Item 3. Quantitative and Qualitative Disclosures About Market Risk 24 - 25
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 26
Signatures 27 - 28
-ii-
AMERIGAS PARTNERS, L.P.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
(Thousands of dollars)
December 31, September 30, December 31,
2001 2001 2000
------------ ------------- ------------
ASSETS
Current assets:
Cash and cash equivalents $ 19,158 $ 32,489 $ 20,517
Accounts receivable (less allowances for doubtful accounts
of $12,100, $10,792 and $7,563, respectively) 134,668 102,392 214,577
Accounts receivable - related parties 6,774 3,352 27
Inventories 72,346 73,072 77,072
Prepaid expenses and other current assets 17,087 18,955 34,680
---------- ---------- ----------
Total current assets 250,033 230,260 346,873
Property, plant and equipment (less accumulated depreciation and
amortization of $362,788, $347,898 and $312,150, respectively) 625,329 627,640 451,608
Goodwill and excess reorganization value 589,878 589,878 608,787
Intangible assets (less accumulated amortization of $6,275,
$5,364 and $3,856, respectively) 25,959 26,870 7,256
Other assets 23,004 21,774 10,858
---------- ---------- ----------
Total assets $1,514,203 $1,496,422 $1,425,382
========== ========== ==========
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
Current maturities of long-term debt $ 66,534 $ 87,178 $ 64,423
Bank loans 8,000 -- 37,000
Accounts payable - trade 108,042 73,692 155,739
Accounts payable - related parties 4,006 3,623 1,637
Customer deposits 42,527 48,540 25,451
Other current liabilities 99,350 112,657 62,642
---------- ---------- ----------
Total current liabilities 328,459 325,690 346,892
Long-term debt 902,106 918,726 791,322
Other noncurrent liabilities 42,791 42,860 41,806
Commitments and contingencies (note 7)
Minority interests 5,876 5,641 3,490
Partners' capital 234,971 203,505 241,872
---------- ---------- ----------
Total liabilities and partners' capital $1,514,203 $1,496,422 $1,425,382
========== ========== ==========
See accompanying notes to consolidated financial statements.
-1-
AMERIGAS PARTNERS, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(Thousands of dollars, except per unit)
Three Months Ended Twelve Months Ended
December 31, December 31,
------------ ------------
2001 2000 2001 2000
---- ---- ---- ----
Revenues:
Propane $ 339,148 $ 405,360 $ 1,256,722 $ 1,158,509
Other 32,237 27,108 100,559 92,967
----------- ----------- ----------- -----------
371,385 432,468 1,357,281 1,251,476
----------- ----------- ----------- -----------
Costs and expenses:
Cost of sales - propane 182,887 253,552 727,501 695,764
Cost of sales - other 13,548 11,223 40,134 38,598
Operating and administrative expenses 115,868 93,772 402,089 346,988
Depreciation and amortization 16,186 18,303 72,643 69,413
Other (income) loss, net 916 (1,223) (4,015) (8,615)
----------- ----------- ----------- -----------
329,405 375,627 1,238,352 1,142,148
----------- ----------- ----------- -----------
Operating income 41,980 56,841 118,929 109,328
Interest expense (22,746) (19,989) (83,153) (76,773)
----------- ----------- ----------- -----------
Income before income taxes 19,234 36,852 35,776 32,555
Income tax (expense) benefit (538) (55) (156) 278
Minority interests (299) (397) (608) (436)
----------- ----------- ----------- -----------
Income before accounting changes 18,397 36,400 35,012 32,397
Cumulative effect of accounting changes -- 12,494 -- 12,494
----------- ----------- ----------- -----------
Net income $ 18,397 $ 48,894 $ 35,012 $ 44,891
=========== =========== =========== ===========
General partner's interest in net income $ 184 $ 489 $ 350 $ 449
=========== =========== =========== ===========
Limited partners' interest in net income $ 18,213 $ 48,405 $ 34,662 $ 44,442
=========== =========== =========== ===========
Income per limited partner unit - basic and diluted:
Income before accounting changes $ 0.38 $ 0.82 $ 0.76 $ 0.76
Cumulative effect of accounting changes -- 0.28 -- 0.29
----------- ----------- ----------- -----------
Net income $ 0.38 $ 1.10 $ 0.76 $ 1.05
=========== =========== =========== ===========
Average limited partner units outstanding:
Basic 47,408 43,862 45,345 42,446
=========== =========== =========== ===========
Diluted 47,482 43,862 45,363 42,446
=========== =========== =========== ===========
See accompanying notes to consolidated financial statements.
-2-
AMERIGAS PARTNERS, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(Thousands of dollars)
Three Months Ended Twelve Months Ended
December 31, December 31,
------------ ------------
2001 2000 2001 2000
--------- --------- --------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 18,397 $ 48,894 $ 35,012 $ 44,891
Adjustments to reconcile net income to net
cash provided by operating activities:
Cumulative effect of accounting changes -- (12,494) -- (12,494)
Depreciation and amortization 16,186 18,303 72,643 69,413
Other, net (1,491) 4,380 (2,951) 1,164
--------- --------- --------- ---------
33,092 59,083 104,704 102,974
Net change in:
Accounts receivable (36,372) (119,629) 88,150 (99,767)
Inventories and prepaid propane purchases 726 (12,184) 16,548 (11,734)
Accounts payable 34,036 80,589 (52,064) 85,976
Other current assets and liabilities (23,039) (12,640) 8,897 5,911
--------- --------- --------- ---------
Net cash provided (used) by operating activities 8,443 (4,781) 166,235 83,360
--------- --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for property, plant and equipment (14,569) (8,937) (43,522) (34,202)
Proceeds from disposals of assets 2,415 1,546 6,216 7,179
Acquisitions of businesses, net of cash acquired -- (147) (205,424) (53,394)
--------- --------- --------- ---------
Net cash used by investing activities (12,154) (7,538) (242,730) (80,417)
--------- --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions (26,112) (24,609) (99,938) (94,559)
Minority interest activity (15) 164 2,195 (653)
Increase (decrease) in bank loans 8,000 7,000 (29,000) (13,000)
Issuance of long-term debt -- -- 252,833 150,000
Repayment of long-term debt (36,417) (757) (146,427) (82,096)
Proceeds from issuance of Common Units 44,475 39,836 44,475 39,836
Proceeds from sale of AmeriGas OLP interest -- -- 50,000 --
Capital contributions from General Partner 449 407 998 407
--------- --------- --------- ---------
Net cash (used) provided by financing activities (9,620) 22,041 75,136 (65)
--------- --------- --------- ---------
Cash and cash equivalents increase (decrease) $ (13,331) $ 9,722 $ (1,359) $ 2,878
========= ========= ========= =========
CASH AND CASH EQUIVALENTS:
End of period $ 19,158 $ 20,517 $ 19,158 $ 20,517
Beginning of period 32,489 10,795 20,517 17,639
--------- --------- --------- ---------
Increase(decrease) $ (13,331) $ 9,722 $ (1,359) $ 2,878
========= ========= ========= =========
See accompanying notes to consolidated financial statements.
-3-
AMERIGAS PARTNERS, L.P.
CONDENSED CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL
(unaudited)
(Thousands, except unit data)
Accumulated
Number of units other Total
--------------- General comprehensive partners'
Common Subordinated Common Subordinated partner income (loss) capital
------ ------------ ------ ------------ ------- ------------- -------
BALANCE SEPTEMBER 30, 2001 36,761,239 9,891,072 $ 187,001 $ 28,513 $ 2,174 $ (14,183) $ 203,505
Net income 14,465 3,748 184 18,397
Net loss on derivative instruments (18,299) (18,299)
Reclassification of net losses on
derivative instruments 12,556 12,556
----------- ---------
Comprehensive income (5,743) 12,654
Distributions (20,411) (5,440) (261) (26,112)
Common Units issued in connection
with public offering 1,843,047 37,542 379 37,921
Common Units sold to General Partner 350,000 6,933 70 7,003
----------- ----------- --------- ----------- ------- ----------- ---------
BALANCE DECEMBER 31, 2001 38,954,286 9,891,072 $ 225,530 $ 26,821 $ 2,546 $ (19,926) $ 234,971
=========== =========== ========= =========== ======= =========== =========
See accompanying notes to consolidated financial statements.
-4-
AMERIGAS PARTNERS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(Thousands of dollars, except per unit)
1. BASIS OF PRESENTATION
The condensed consolidated financial statements include the accounts of
AmeriGas Partners, L.P. ("AmeriGas Partners"), its principal operating
subsidiaries AmeriGas Propane, L.P. ("AmeriGas OLP") and AmeriGas OLP's
subsidiary, AmeriGas Eagle Propane, L.P. ("Eagle OLP"), and their
subsidiaries. AmeriGas OLP and Eagle OLP are collectively referred to
herein as "the Operating Partnerships." AmeriGas Partners, the
Operating Partnerships and 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 Partner's") 1.01% interest
in AmeriGas OLP and an unrelated third party's 0.1% limited partner
interest in Eagle OLP as minority interests in the condensed
consolidated financial statements.
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. 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, 2001 ("2001 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 Partnership's propane business, the
results of operations for interim periods are not necessarily
indicative of the results to be expected for a full year.
Comprehensive income was $12,654 and $69,809 for the three months ended
December 31, 2001 and 2000, respectively. Other comprehensive loss of
$5,743 in the three months ended December 31, 2001 is principally a
result of changes in the fair value of propane commodity derivative
instruments, net of reclassifications to net income. Other
comprehensive income of $20,915 for the three months ended December 31,
2000 consisted primarily of transition adjustments relating to the
adoption of Statement of Financial Accounting Standards ("SFAS") No.
133, "Accounting for Derivative Instruments and Hedging Activities"
("SFAS 133"), totaling $8,921, and income associated with changes in
the fair value of propane commodity derivative instruments, less
reclassifications to net income.
-5-
AMERIGAS PARTNERS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(unaudited)
(Thousands of dollars, except per unit)
2. ACQUISITION OF COLUMBIA PROPANE
On August 21, 2001, AmeriGas Partners, through AmeriGas OLP, acquired
the propane distribution businesses of Columbia Energy Group ("Columbia
Propane Businesses") in a series of equity and asset purchases pursuant
to the terms of the Purchase Agreement dated January 30, 2001 and
Amended and Restated August 7, 2001 ("Columbia Purchase Agreement") by
and among Columbia Energy Group ("CEG"), Columbia Propane Corporation
("Columbia Propane"), Columbia Propane, L.P. ("CPLP"), CP Holdings,
Inc. ("CPH"), AmeriGas Partners, AmeriGas OLP, and the General Partner.
The acquired businesses comprised the seventh largest retail marketer
of propane in the United States with annual sales of over 300 million
gallons from locations in 29 states. The acquired businesses were
principally conducted through Columbia Propane and its approximate 99%
owned subsidiary, CPLP (referred to after the acquisition as "Eagle
OLP"). AmeriGas OLP acquired substantially all of the assets of
Columbia Propane, including an indirect 1% general partner interest and
an approximate 99% limited partnership interest in Eagle OLP.
The purchase price of the Columbia Propane Businesses consisted of
$201,750 in cash. In addition, AmeriGas OLP agreed to pay CEG for the
amount of working capital, as defined, in excess of $23,000. The
Columbia Purchase Agreement also provided for the purchase by CEG of
limited partnership interests in AmeriGas OLP valued at $50,000 for
$50,000 in cash, which interests were exchanged for 2,356,953 Common
Units of AmeriGas Partners having an estimated fair value of $54,422.
Concurrently with the acquisition, AmeriGas Partners issued $200,000 of
8.875% Senior Notes due 2011, the net proceeds of which were
contributed to AmeriGas OLP to finance the acquisition of the Columbia
Propane Businesses, to fund related fees and expenses, and to repay
debt outstanding under AmeriGas OLP's Bank Credit Agreement.
The purchase price of the Columbia Propane Businesses has been
preliminarily allocated to the assets acquired and liabilities assumed
as follows:
Working capital $ 23,230
Property, plant and equipment 181,386
Customer relationships and noncompete agreement
(estimated useful life of 15 and 5 years,
respectively) 20,986
Other assets and liabilities (992)
---------
Total $ 224,610
---------
The Partnership is currently in the process of completing the review
and determination of the fair value of the Columbia Propane Businesses'
assets acquired and liabilities assumed, principally the fair values of
property, plant and equipment and identifiable intangible assets.
Accordingly, the allocation of the purchase price is subject to
revision.
-6-
AMERIGAS PARTNERS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(unaudited)
(Thousands of dollars, except per unit)
The operating results of the Columbia Propane Businesses are included
in our consolidated results from August 21, 2001.
The following table presents unaudited pro forma income statement and
per unit data for the three months ended December 31, 2000 as if the
acquisition of the Columbia Propane Businesses had occurred as of
October 1, 2000:
Three Months Ended
December 31, 2000
-----------------
Revenues $ 559,275
Income before accounting changes $ 49,079
Net income $ 61,573
Income per limited partner unit
- basic and diluted:
Income before accounting changes $ 1.05
Net income $ 1.32
---------
The pro forma results of operations reflect the Columbia Propane
Businesses' historical operating results after giving effect to
adjustments directly attributable to the transaction that are expected
to have a continuing impact. They are not adjusted for, among other
things, the impact of normal weather conditions, operating synergies
and cost savings. In our opinion, the unaudited pro forma results are
not necessarily indicative of the actual results that would have
occurred had the acquisition of the Columbia Propane Businesses
occurred as of the beginning of the period presented or of future
operating results under our management.
3. ADOPTION OF SFAS NO. 142
Effective October 1, 2001, we adopted the provisions of SFAS No. 142,
"Goodwill and Other Intangible Assets" ("SFAS 142"). SFAS 142 addresses
the financial accounting and reporting for acquired goodwill and other
intangible assets and supersedes Accounting Principles Board ("APB")
Opinion No. 17, "Intangible Assets." SFAS 142 addresses the financial
accounting and reporting for intangible assets acquired individually or
with a group of other assets (excluding those acquired in a business
combination) at acquisition and also addresses the financial accounting
and reporting for goodwill and other intangible assets subsequent to
their acquisition. Under SFAS 142, an intangible asset is amortized
over its useful life unless that life is determined to be indefinite.
Goodwill, including excess reorganization value, and other intangible
assets with indefinite lives are not amortized but are subject to tests
for impairment at least annually. In accordance with the provisions of
SFAS 142, the Partnership ceased the amortization of goodwill and
excess reorganization value (resulting from a predecessor Company's
reorganization under Chapter 11 of the U.S. Bankruptcy Code) effective
October 1, 2001.
-7-
AMERIGAS PARTNERS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(unaudited)
(Thousands of dollars, except per unit)
The Partnership's intangible assets comprise the following:
December 31, 2001 September 30, 2001
----------------- ------------------
Gross Carrying Accumulated Gross Carrying Accumulated
Amount Amortization Amount Amortization
------ ------------ ------ ------------
Subject to amortization:
Customer relationships and
noncompete agreements $ 32,234 $ (6,275) $ 32,234 $ (5,364)
Not subject to amortization:
Goodwill $ 496,558 $ 496,558
Excess reorganization value 93,320 93,320
--------- --------- --------- ---------
$ 589,878 $ 589,878
--------- --------- --------- ---------
Amortization expense of intangible assets for the three months ended
December 31, 2001 was $911. Amortization expense of intangible assets
for the three months ended December 31, 2000, including amortization of
goodwill and excess reorganization value prior to the adoption of SFAS
142, was $6,401. Our expected aggregate amortization expense of
intangible assets for the next five fiscal years is as follows: Fiscal
2002 - $3,367; Fiscal 2003 - $2,969; Fiscal 2004 - $2,857; Fiscal 2005
- $2,624; Fiscal 2006 - $2,138.
The following table reflects adjusted net income and net income per
limited partner unit as if SFAS 142 had been effective as of October 1,
2000:
Three Months
Ended December 31,
------------------
2001 2000
---- ----
NET INCOME:
Reported income before accounting changes $ 18,397 $ 36,400
Add back goodwill and excess reorganization value amortization,
net of adjustment to minority interest -- 5,888
---------- ----------
Adjusted income before accounting changes 18,397 42,288
Cumulative effect of accounting changes -- 12,494
---------- ----------
Adjusted net income $ 18,397 $ 54,782
---------- ----------
INCOME PER LIMITED PARTNER UNIT - BASIC AND DILUTED:
Reported income before accounting changes $ 0.38 $ 0.82
Add back goodwill and excess reorganization value amortization,
net of adjustment to minority interest -- 0.14
---------- ----------
Adjusted income before accounting changes 0.38 0.96
Cumulative effect of accounting changes -- 0.28
---------- ----------
Adjusted net income $ 0.38 $ 1.24
---------- ----------
-8-
AMERIGAS PARTNERS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(unaudited)
(Thousands of dollars, except per unit)
In accordance with the provisions of SFAS 142, we are required to
perform a transitional goodwill impairment test within six months of
the date of adoption. Thereafter, we will perform the impairment test
annually and whenever events or circumstances indicate that the value
of goodwill might be impaired. In connection with these goodwill
impairment tests, SFAS 142 prescribes a two-step method for
determining goodwill impairment. In the first step, we determine the
fair value of the Partnership. To the extent the net book value of the
Partnership exceeds its fair value, we would then perform the second
step of the transitional impairment test which requires allocation of
the Partnership's fair value to all of its assets and liabilities in a
manner similar to a purchase price allocation, with any residual fair
value being allocated to goodwill.
We have completed the transitional impairment test and have determined
that based upon the fair value of the Partnership, the Partnership's
goodwill and excess reorganization value was not impaired as of
October 1, 2001.
-9-
AMERIGAS PARTNERS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(unaudited)
(Thousands of dollars, except per unit)
4. CHANGES IN ACCOUNTING
Tank Fee Revenue Recognition. In order to comply with the provisions of
SEC Staff Accounting Bulletin No. 101 entitled "Revenue Recognition,"
effective October 1, 2000, we changed our method of accounting for
annually billed nonrefundable tank fees. Prior to the change,
nonrefundable tank fees for installed Partnership-owned tanks were
recorded as revenue when billed. Under the new accounting method,
revenues from such fees are recorded on a straight-line basis over one
year. As a result of the new accounting method, on October 1, 2000, we
recorded a charge of $5,984 representing the cumulative effect of the
change in accounting method on prior years. The change in accounting
method for nonrefundable tank fees did not have a material impact on
reported revenues for the periods presented.
Accounting for Tank Installation Costs. Effective October 1, 2000, we
changed our method of accounting for tank installation costs which are
not billed to customers. Prior to the change in accounting method, all
such costs to install Partnership-owned tanks at a customer location
were expensed as incurred. Under the new accounting method, all such
costs, net of amounts billed to customers, are capitalized and
amortized over the estimated period of benefit not exceeding ten years.
We believe that the new accounting method better matches the costs of
installing Partnership-owned tanks with the periods benefited. As a
result of this change in accounting, on October 1, 2000, we recorded
increases of $19,214 in property, plant and equipment and net income
representing the cumulative effect of the change in accounting method
on prior years.
Cumulative Effect of Accounting Changes and Pro Forma Disclosure. The
cumulative effect and related per limited partner unit amounts
reflected on the 2000 Condensed Consolidated Statement of Operations
resulting from the above changes in accounting principles, as well as
the cumulative effect from the adoption of SFAS 133, comprise the
following:
Cumulative Per Limited
Effect Partner Unit
------ ------------
Tank fees $ (5,984) $ (0.13)
Tank installation costs 19,214 0.43
SFAS 133 (736) (0.02)
--------- ---------
Total $ 12,494 $ 0.28
--------- ---------
Pro forma net income and net income per unit for the twelve months
ended December 31, 2000 adjusted to reflect the full-year impact of the
change in accounting for tank installation costs and tank fees is not
materially different than reported amounts.
-10-
AMERIGAS PARTNERS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(unaudited)
(Thousands of dollars, except per unit)
5. RELATED PARTY TRANSACTIONS
Pursuant to the Partnership Agreement and a Management Services
Agreement between 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 totaled $68,771 and
$221,819 during the three and twelve months ended December 31, 2001,
respectively, and $55,377 and $196,718 during the three and twelve
months ended December 31, 2000, respectively. In addition, UGI
Corporation ("UGI") provides certain financial and administrative
services to the General Partner. UGI bills the General Partner for
these direct and indirect corporate expenses and the General Partner is
reimbursed by the Partnership for these expenses. Such corporate
expenses totaled $1,254 and $5,392 during the three and twelve months
ended December 31, 2001, respectively, and $1,137 and $4,689 during the
three and twelve months ended December 31, 2000, respectively. In
addition, the Partnership advances funds to Atlantic Energy, Inc. for
the purchase of propane. Such advances totaled $6,205 at December 31,
2001 and are included in accounts receivable -- related parties.
6. ISSUANCE OF COMMON UNITS
On October 5, 2001, AmeriGas Partners sold 350,000 Common Units to the
General Partner at a market price of $19.81 per unit. On December 11,
2001, AmeriGas Partners sold 1,843,047 Common Units in an underwritten
public offering at a public offering price of $21.50 per unit. The net
proceeds of these sales and related capital contributions from the
General Partner were approximately $45,000 and were contributed to
AmeriGas OLP and used to reduce Bank Credit Agreement borrowings and
for working capital. On January 8, 2002, after the end of the first
quarter of fiscal 2002, the underwriters partially exercised their
overallotment option in the amount of 585,000 Common Units. The
remainder of the overallotment option has expired. The net proceeds of
this sale and related capital contributions from the General Partner
were approximately $12,000 and were used for working capital.
7. COMMITMENTS AND CONTINGENCIES
There have been no significant developments relating to the commitments
and contingencies reported in the Partnership's 2001 Annual Report.
-11-
AMERIGAS FINANCE CORP.
(a wholly owned subsidiary of AmeriGas Partners, L.P.)
BALANCE SHEETS
(unaudited)
December 31, September 30,
2001 2001
---- ----
ASSETS
Cash $1,000 $1,000
------ ------
Total assets $1,000 $1,000
====== ======
STOCKHOLDER'S EQUITY
Common stock, $.01 par value; 100 shares authorized,
issued and outstanding $ 1 $ 1
Additional paid-in capital 999 999
------ ------
Total stockholder's equity $1,000 $1,000
====== ======
See accompanying note to balance sheets.
-12-
AMERIGAS FINANCE CORP.
(A WHOLLY OWNED SUBSIDIARY OF AMERIGAS PARTNERS, L.P.)
NOTE TO BALANCE SHEETS
AmeriGas Finance Corp. (AmeriGas Finance), a Delaware corporation, was formed on
March 13, 1995 and is a wholly owned subsidiary of AmeriGas Partners, L.P.
(AmeriGas Partners).
On April 19, 1995, AmeriGas Partners issued $100,000,000 face value of 10.125%
Senior Notes due April 2007. AmeriGas Finance serves as a co-obligor of these
notes.
AmeriGas Partners owns all 100 shares of AmeriGas Finance common stock
outstanding.
-13-
AMERIGAS EAGLE FINANCE CORP.
(a wholly owned subsidiary of AmeriGas Partners, L.P.)
BALANCE SHEETS
(unaudited)
December 31, September 30,
2001 2001
---- ----
ASSETS
Cash $1,000 $1,000
------ ------
Total assets $1,000 $1,000
====== ======
STOCKHOLDER'S EQUITY
Common stock, without par value; 100 shares authorized,
issued and outstanding $ -- $ --
Additional paid-in capital 1,000 1,000
------ ------
Total stockholder's equity $1,000 $1,000
====== ======
See accompanying note to balance sheets.
-14-
AMERIGAS EAGLE FINANCE CORP.
(A WHOLLY OWNED SUBSIDIARY OF AMERIGAS PARTNERS, L.P.)
NOTE TO BALANCE SHEETS
AmeriGas Eagle Finance Corp. (Eagle Finance), a Delaware corporation, was formed
on February 22, 2001 and is a wholly owned subsidiary of AmeriGas Partners, L.P.
(AmeriGas Partners).
On April 4, 2001, AmeriGas Partners issued $60,000,000 face value of 10% Senior
Notes due April 2006. Eagle Finance serves as a co-obligor of these notes.
AmeriGas Partners owns all 100 shares of Eagle Finance common stock outstanding.
-15-
AP EAGLE FINANCE CORP.
(a wholly owned subsidiary of AmeriGas Partners, L.P.)
BALANCE SHEETS
(unaudited)
December 31, September 30,
2001 2001
---- ----
ASSETS
Cash $1,000 $1,000
------ ------
Total assets $1,000 $1,000
====== ======
STOCKHOLDER'S EQUITY
Common stock, without par value; 100 shares authorized,
issued and outstanding $ -- $ --
Additional paid-in capital 1,000 1,000
------ ------
Total stockholder's equity $1,000 $1,000
====== ======
See accompanying note to balance sheets.
-16-
AP EAGLE FINANCE CORP.
(A WHOLLY OWNED SUBSIDIARY OF AMERIGAS PARTNERS, L.P.)
NOTE TO BALANCE SHEETS
AP Eagle Finance Corp. (AP Eagle Finance), a Delaware corporation, was formed on
April 12, 2001 and is a wholly owned subsidiary of AmeriGas Partners, L.P.
(AmeriGas Partners).
On August 21, 2001, AmeriGas Partners issued $200,000,000 face value of 8.875%
Senior Notes due May 2011. AP Eagle Finance serves as a co-obligor of these
notes.
AmeriGas Partners owns all 100 shares of AP Eagle Finance common stock
outstanding.
-17-
AMERIGAS PARTNERS, L.P.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following analyses compare the Partnership's results of operations for (1)
the three months ended December 31, 2001 ("2001 three-month period") with the
three months ended December 31, 2000 ("2000 three-month period") and (2) the
twelve months ended December 31, 2001 ("2001 twelve-month period") with the
twelve months ended December 31, 2000 ("2000 twelve-month period"). AmeriGas
Finance Corp., AmeriGas Eagle Finance Corp., and AP Eagle Finance Corp. have
nominal assets and do not conduct any operations. Accordingly, discussions of
the results of operations and financial condition and liquidity of these
entities are not presented.
2001 THREE-MONTH PERIOD COMPARED WITH 2000 THREE-MONTH PERIOD
Increase
Three Months Ended December 31, 2001 2000 (Decrease)
- ------------------------------- ---- ---- ----------
(Millions of dollars)
Gallons sold (millions):
Retail 265.6 257.0 8.6 3.3%
Wholesale 83.2 89.0 (5.8) (6.5)%
-------- -------- --------
348.8 346.0 2.8 0.8%
======== ======== ========
Revenues:
Retail propane $ 298.8 $ 337.7 $ (38.9) (11.5)%
Wholesale propane 40.4 67.7 (27.3) (40.3)%
Other 32.2 27.1 5.1 18.9%
-------- -------- --------
$ 371.4 $ 432.5 $ (61.1) (14.1)%
======== ======== ========
Total margin $ 175.0 $ 167.7 $ 7.3 4.4%
EBITDA (a) $ 58.2 $ 75.1 $ (16.9) (22.5)%
Operating income $ 42.0 $ 56.8 $ (14.8) (26.1)%
Heating degree days - % (warmer) colder
than normal (b) (15.3) 13.4 -- --
(a) 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.
(b) 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 continental United
States.
-18-
AMERIGAS PARTNERS, L.P.
Temperatures based upon national heating degree days were 15.3% warmer than
normal in the 2001 three-month period compared to weather that was 13.4% colder
than normal in the 2000 three-month period. According to the National Climatic
Data Center, U.S. weather in the 2001 three-month period was the second warmest
in the last 107 years. Although the significantly warmer weather adversely
affected our heating-related sales volumes, retail gallons sold increased 8.6
million gallons (3.3%) as a result of the August 21, 2001 acquisition of
Columbia Propane. Additionally, sales to commercial, industrial and motor fuel
customers were negatively impacted by the weaker U.S. economy in the 2001
three-month period.
Retail propane revenues decreased $38.9 million to $298.8 million reflecting a
$50.2 million decrease as a result of lower average selling prices partially
offset by an $11.3 million increase due to the higher retail volumes sold.
Wholesale propane revenues decreased $27.3 million reflecting (1) a $22.9
million decrease resulting from lower average selling prices and (2) a $4.4
million decrease as a result of lower wholesale volumes sold. The lower retail
and wholesale selling prices reflect significantly lower propane product costs
in the 2001 three-month period. The average wholesale price of propane at Mont
Belvieu in the 2001 three-month period was approximately 35 cents per gallon
compared to 65 cents per gallon in the prior-year period. Other revenues
increased $5.1 million primarily due to the impact of the Columbia Propane
acquisition. Cost of sales decreased $68.3 million reflecting the lower average
propane product costs.
Total margin increased $7.3 million reflecting the impact of the higher retail
propane gallons sold and greater margin from ancillary sales and service income
as a result of the Columbia Propane acquisition. The Partnership was able to
attain comparable average retail propane unit margins in the 2001 three-month
period.
EBITDA decreased $16.9 million (22.5%) in the 2001 three-month period as the
increase in total margin was more than offset by (1) a $22.1 million increase in
Partnership operating and administrative expenses and (2) a $2.1 million
decrease in other income. The increase in operating expenses in the current year
includes expenses of Columbia Propane's operations partially offset by lower
volume-driven costs including (1) distribution costs; (2) employee-related costs
including lower overtime and incentive compensation costs; and (3) uncollectible
accounts expense. Operating income decreased less than the decrease in EBITDA
principally due to the elimination of goodwill amortization resulting from the
adoption of SFAS 142 on October 1, 2001, partially offset by higher depreciation
and amortization resulting from the Columbia Propane acquisition. The prior-year
three-month period includes $5.9 million of goodwill and excess reorganization
value amortization. Other loss in the 2001 three-month period includes a loss of
$0.8 million from the early redemption of $15 million of AmeriGas Partners
Senior Notes and a decline of $2.1 million in the value of propane call option
contracts.
The Partnership's interest expense for the 2001 three-month period increased
$2.8 million primarily due to higher levels of long-term debt outstanding offset
by lower bank credit agreement borrowings and lower short-term interest rates.
-19-
AMERIGAS PARTNERS, L.P.
2001 TWELVE-MONTH PERIOD COMPARED WITH 2000 TWELVE-MONTH PERIOD
Increase
Twelve Months Ended December 31, 2001 2000 (Decrease)
- -------------------------------- ---- ---- ----------
(Millions of dollars)
Gallons sold (millions):
Retail 829.4 794.5 34.9 4.4%
Wholesale 287.0 290.4 (3.4) (1.2)%
-------- -------- --------
1,116.4 1,084.9 31.5 2.9%
======== ======== ========
Revenues:
Retail propane $1,069.5 $ 967.5 $ 102.0 10.5%
Wholesale propane 187.3 191.0 (3.7) (1.9)%
Other 100.5 93.0 7.5 8.1%
-------- -------- --------
$1,357.3 $1,251.5 $ 105.8 8.5%
======== ======== ========
Total margin $ 589.6 $ 517.1 $ 72.5 14.0%
EBITDA $ 191.6 $ 178.7 $ 12.9 7.2%
Operating income $ 118.9 $ 109.3 $ 9.6 8.8%
Heating degree days - % (warmer)
than normal (7.4) (3.7) -- --
Temperatures based upon heating degree days were 7.4% warmer than normal during
the 2001 twelve-month period compared to weather that was 3.7% warmer than
normal in the 2000 twelve-month period. Retail propane gallons sold increased
34.9 million gallons (4.4%) due to the Columbia Propane acquisition partially
offset by the impact of the warmer 2001 twelve-month period weather and the
slowing economy.
Total retail propane revenues increased $102.0 million reflecting (1) a $59.5
million increase as a result of higher average selling prices and (2) a $42.5
million increase as a result of the higher retail volumes sold. The $3.7 million
decrease in wholesale revenues reflects (1) a $2.2 million decrease as a result
of lower volumes sold and (2) a $1.5 million decrease as a result of lower
average wholesale selling prices. Nonpropane revenues increased $7.5 million to
$100.5 million as a result of the Columbia Propane acquisition. Cost of sales
increased as a result of the greater retail volumes sold and, to a lesser
extent, higher average propane product costs. Propane product costs were
significantly higher during the 2001 winter heating season, declining during the
second half of the 2001 twelve-month period.
Total margin increased $72.5 million due to higher average retail unit margins
and greater retail volumes sold. Unit margins, particularly during the second
quarter of fiscal 2001, benefited from gains on derivative hedge instruments and
favorably priced supply arrangements.
EBITDA increased $12.9 million in the 2001 twelve-month period as the increase
in total margin was reduced by a $55.1 million increase in the Partnership's
operating and administrative expenses and lower other income. The increase in
operating and administrative expenses is due in large part to (1) the impact of
acquisitions, principally Columbia Propane, and growth-related expenses
associated with PPX(R); (2) higher distribution expenses including higher
vehicle fuel and
-20-
AMERIGAS PARTNERS, L.P.
maintenance expense; and (3) higher overtime and incentive compensation costs.
Operating income increased $9.6 million as the increase in EBITDA was reduced
primarily by greater depreciation expense associated with Columbia Propane.
The Partnership's interest expense for the 2001 twelve-month period increased
$6.4 million due to higher levels of long-term debt outstanding offset by lower
average bank credit agreement borrowings and lower short-term interest rates.
FINANCIAL CONDITION AND LIQUIDITY
FINANCIAL CONDITION
The Partnership's debt outstanding at December 31, 2001 totaled $976.6 million
comprising $968.6 million of long-term debt (including current maturities of
$66.5 million) and $8 million under AmeriGas OLP's Revolving Credit Facility. At
December 31, 2001, there were no amounts outstanding under AmeriGas OLP's
Acquisition Facility. AmeriGas OLP's Acquisition Facility and Revolving Credit
Facility expire September 15, 2002. The Partnership's management intends to
renew these facilities prior to their expiration. In November 2001, AmeriGas
Partners redeemed prior to maturity $15 million face value of its 10.125% Senior
Notes at a redemption price of 103.375%. We expect to repay $60 million of
maturing First Mortgage Notes due April 2002 with a combination of new debt and
cash generated by operations or from borrowings under our Bank Credit
Agreement.
On October 5, 2001, AmeriGas Partners sold 350,000 Common Units to the General
Partner at a market price of $19.81 per unit. On December 11, 2001, AmeriGas
Partners sold 1,843,047 Common Units in an underwritten public offering at a
public offering price of $21.50 per unit. Approximately $45 million, comprising
the net proceeds of these sales and related capital contributions from the
General Partner, was contributed to AmeriGas OLP and used to reduce Bank Credit
Agreement borrowings and for working capital. On January 8, 2002, after the end
of the first quarter of fiscal 2002, the underwriters partially exercised their
overallotment option in the amount of 585,000 Common Units. The remainder of
the overallotment option has expired. Approximately $12 million, comprising the
net proceeds of this sale and related capital contributions from the General
Partner, was contributed to AmeriGas OLP and used for working capital.
During the three months ended December 31, 2001, the Partnership declared and
paid the minimum quarterly distribution of $0.55 (the "MQD") on all units for
the quarter ended September 30, 2001. The MQD for the quarter ended December 31,
2001 will be paid on February 18, 2002 to holders of record on February 8, 2002.
The ability of the Partnership to pay the MQD on all units depends upon a number
of factors. These factors include (1) the level of Partnership earnings; (2) the
cash needs of the Partnership's operations (including cash needed for
maintaining and increasing operating capacity); (3) changes in operating working
capital; and (4) the Partnership's ability to borrow under its Bank Credit
Agreement, to refinance maturing debt, and to increase its long-term debt. Some
of these factors are affected by conditions beyond our control including
weather, competition in markets we serve, and the cost of propane.
-21-
AMERIGAS PARTNERS, L.P.
The ability of the Partnership to attain the cash-based performance and
distribution requirements necessary to convert the 9,891,072 Subordinated Units
held by the General Partner depends upon a number of factors, including highly
seasonal operating results, changes in working capital, asset sales and debt
refinancings. Due to the historical quarterly requirements of the conversion
test, the Partnership cannot satisfy the cash-based performance requirements for
conversion any earlier than in respect of the quarter ending September 30, 2002.
CASH FLOWS
Due to the seasonal nature of the propane business, cash flows from operating
activities are generally strongest during the second and third fiscal quarters
when customers pay for propane purchased during the heating season and are
generally at their lowest levels during the first and fourth fiscal quarters.
Accordingly, cash flows from operating activities during the three months ended
December 31, 2001 are not necessarily indicative of cash flows to be expected
for a full year.
OPERATING ACTIVITIES. Cash provided by operating activities was $8.4 million
during the three months ended December 31, 2001 compared with cash used by
operating activities of $4.8 million during the prior-year three-month period.
Changes in operating working capital during the 2001 three-month period used
$24.6 million of operating cash flow compared with $63.9 million of cash used in
the prior year. The significant decline in cash used by operating activities
reflects a smaller seasonal increase in accounts receivable primarily due to
lower average 2001 three-month period propane selling prices. Cash flow from
operating activities before changes in operating working capital was $33.1
million in the three months ended December 31, 2001 compared with $59.1 million
in the prior-year period reflecting the decline in 2001 three-month period
operating results.
INVESTING ACTIVITIES. We spent $14.6 million for property, plant and equipment
(including maintenance capital expenditures of $6.5 million) during the three
months ended December 31, 2001 compared with $8.9 million (including maintenance
capital expenditures of $4.4 million) during the three months ended December 31,
2000. The increase in capital expenditures reflects expenditures of Columbia
Propane and higher expenditures for grill cylinder overfill protection valves to
comply with governmental regulations.
FINANCING ACTIVITIES. During each of the three-month periods ended December 31,
2001 and 2000, we declared and paid the MQD on all Common and Subordinated units
and the general partner interests. During the 2001 three-month period, we sold
350,000 Common Units to the General Partner, and 1,843,047 Common Units to the
public in conjunction with an underwritten public offering. The combined net
proceeds of these sales and related capital contributions from the General
Partner of approximately $45 million were contributed to AmeriGas OLP and used
to reduce Bank Credit Agreement borrowings and for working capital. Also during
the 2001 three-month period, AmeriGas Partners redeemed $15 million of its
10.125% Senior Notes.
ADOPTION OF SFAS NO. 142
Effective October 1, 2001, we adopted the provisions of SFAS No. 142, "Goodwill
and Other Intangible Assets" ("SFAS 142"). SFAS 142 addresses the financial
accounting and reporting for
-22-
AMERIGAS PARTNERS, L.P.
acquired goodwill and other intangible assets and supersedes APB Opinion No. 17,
"Intangible Assets." SFAS 142 addresses the financial accounting and reporting
for intangible assets acquired individually or with a group of other assets
(excluding those acquired in a business combination) at acquisition and also
addresses the financial accounting and reporting for goodwill and other
intangible assets subsequent to their acquisition. Under SFAS 142, an intangible
asset is amortized over its useful life unless that life is determined to be
indefinite. Goodwill, including excess reorganization value, and other
intangible assets with indefinite lives are not amortized but are subject to
tests for impairment at least annually. As a result of the adoption of SFAS 142,
the Partnership ceased the amortization of goodwill and excess reorganization
value (resulting from a predecessor Company's reorganization under Chapter 11 of
the U.S. Bankruptcy Code) effective October 1, 2001. For a more detailed
discussion of SFAS 142 and its impact on the Partnership, see Note 3 to
Condensed Consolidated Financial Statements.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board ("FASB") recently issued SFAS No. 143,
"Accounting for Asset Retirement Obligations" ("SFAS 143") and SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS 144").
SFAS 143 addresses financial accounting and reporting for legal obligations
associated with the retirement of tangible long-lived assets and the associated
asset retirement costs. SFAS 143 requires that the fair value of a liability for
an asset retirement obligation be recognized in the period in which it is
incurred with a corresponding increase in the carrying value of the related
asset. Entities shall subsequently charge the retirement cost to expense using a
systematic and rational method over the related asset's useful life and adjust
the fair value of the liability resulting from the passage of time through
charges to interest expense. The Partnership is required to adopt SFAS 143
effective October 1, 2002. The Partnership is currently in the process of
evaluating the impact SFAS 143 will have on its financial condition and results
of operations.
SFAS 144 supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of" ("SFAS 121"), and the
accounting and reporting provisions of APB No. 30, "Reporting the Results of
Operations - Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions," as
it relates to the disposal of a segment of a business. SFAS 144 establishes a
single accounting model for long-lived assets to be disposed of based upon the
framework of SFAS 121, and resolves significant implementation issues of SFAS
121. SFAS 144 is effective for the Partnership October 1, 2002. The Partnership
believes that the adoption of SFAS 144 will not have a material impact on its
financial position or results of operations.
-23-
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.
Price risk associated with fluctuations in the prices the Partnership pays for
propane are principally a result of market forces reflecting changes in supply
and demand. The Partnership's profitability is sensitive to changes in propane
supply costs, and the Partnership generally attempts to pass on increases in
such costs to customers. The Partnership may not, however, always be able to
pass through product cost increases fully, particularly when product costs rise
rapidly. In order to manage a portion of the Partnership's 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. 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.
Over-the-counter derivative commodity instruments utilized by the Partnership to
hedge forecasted purchases of propane are generally settled at expiration of the
contract. In order to minimize credit risk associated with these contracts, we
carefully monitor established credit limits with the contract counterparties.
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
its 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 comprises borrowings under AmeriGas OLP's Bank Credit
Agreement. These debt 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, we generally enter into interest rate
protection agreements.
-24-
AMERIGAS PARTNERS, L.P.
The following table summarizes the fair values of unsettled market risk
sensitive derivative instruments held at December 31, 2001. It also includes the
changes in fair value that would result if there were an adverse change in (1)
the market price of propane of 10 cents per gallon and (2) interest rates on
ten-year U.S. treasury notes of 100 basis points:
Fair Change in
Value Fair Value
----- ----------
(Millions of dollars)
December 31, 2001:
Propane commodity price risk $(15.8) $(12.6)
Interest rate risk $ (3.0) $ (7.4)
------ ------
Because the Partnership's derivative instruments generally qualify as hedges
under SFAS 133, 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 underlying
transactions.
-25-
AMERIGAS PARTNERS, L.P.
PART II OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(b) The following Current Reports on Form 8-K and amendments on Form
8-K/A were filed during the fiscal quarter ended December 31, 2001:
Date Item Number Content
---- ----------- -------
August 21, 2001 as amended
by Form 7 Consolidated financial statements of Columbia Propane
8-K/A dated November 5, Corporation and Subsidiaries as of December 31, 2000 and 1999,
2001 and for the years ended December 31, 1998, 1999 and 2000,
together with the report of Arthur Andersen LLP (Philadelphia,
Pennsylvania) with respect thereto, as well as unaudited
consolidated financial statements as of June 30, 2000 and 2001,
and for the six months ended June 30, 2000 and 2001.
Unaudited pro forma condensed combined financial statements of
AmeriGas Partners, L.P. and Columbia Propane Corporation as of
June 30, 2001, for the nine months ended June 30, 2001, and for
the fiscal year ended September 30, 2000.
November 9, 2001 5 Notice of Fourth Quarter and Year End Earnings Conference Call
Webcast
November 20, 2001 5, 7 Earnings Release for Fiscal Year ended September 30, 2001 and
for the three months ended September 30, 2001
December 5, 2001 as 5, 7 Underwriting Agreement dated December 5, 2001 by and among
amended by Form 8-K/A AmeriGas Partners, L.P., AmeriGas Propane, L.P., AmeriGas
dated December 6, 2001 Propane, Inc., Salomon Smith Barney, Inc., Banc of America
Securities LLC, Credit Suisse First Boston Corporation and UBS
Warburg LLC.
-26-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrants have duly caused this report to be signed on their behalf by the
undersigned thereunto duly authorized.
AmeriGas Partners, L.P.
--------------------------------------------
(Registrant)
By: AmeriGas Propane, Inc.,
as General Partner
Date: February 13, 2002 By: /s/ Martha B. Lindsay
- ------------------------ --------------------------------------------
Martha B. Lindsay
Vice President - Finance
and Chief Financial Officer
By: /s/ Richard R. Eynon
--------------------------------------------
Richard R. Eynon
Controller and Chief Accounting Officer
AmeriGas Finance Corp.
--------------------------------------------
(Registrant)
Date: February 13, 2002 By: /s/ Martha B. Lindsay
- ------------------------ --------------------------------------------
Martha B. Lindsay
Vice President - Finance
and Chief Financial Officer
By: /s/ Richard R. Eynon
--------------------------------------------
Richard R. Eynon
Controller and Chief Accounting Officer
-27-
AmeriGas Eagle Finance Corp.
--------------------------------------------
(Registrant)
Date: February 13, 2002 By: /s/ Martha B. Lindsay
- ------------------------ --------------------------------------------
Martha B. Lindsay
Vice President - Finance
and Chief Financial Officer
By: /s/ Richard R. Eynon
--------------------------------------------
Richard R. Eynon
Controller and Chief Accounting Officer
AP Eagle Finance Corp.
--------------------------------------------
(Registrant)
Date: February 13, 2002 By: /s/ Martha B. Lindsay
- ------------------------ --------------------------------------------
Martha B. Lindsay
Vice President - Finance
and Chief Financial Officer
By: /s/ Richard R. Eynon
--------------------------------------------
Richard R. Eynon
Controller and Chief Accounting Officer
-28-