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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2005
Commission file number 1-13692
AMERIGAS PARTNERS, L.P.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 23-2787918
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
460 North Gulph Road, King of Prussia, PA 19406
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(610) 337-7000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
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Common Units representing limited New York Stock Exchange, Inc.
partner interests
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [X] No [ ].
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X].
Indicate by check mark whether each 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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes [X] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Securities Exchange Act of 1934). Yes [ ] No [X]
The aggregate market value of AmeriGas Partners, L.P. Common Units held by
nonaffiliates of AmeriGas Partners, L.P. on March 31, 2005 was approximately
$871,673,961. At December 1, 2005, there were outstanding 56,797,105 Common
Units representing limited partner interests.
DOCUMENTS INCORPORATED BY REFERENCE: Portions of the AmeriGas Partners, L.P.
Annual Report for the year ended September 30, 2005 are incorporated by
reference in Part II of this Form 10-K.
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TABLE OF CONTENTS
PAGE
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PART I:............................................................................. 1
Item 1. Business................................................................ 1
Item 1A. Risk Factors............................................................ 10
Item 1B. Unresolved Staff Comments............................................... 13
Item 2. Properties.............................................................. 13
Item 3. Legal Proceedings....................................................... 15
Item 4. Submission of Matters to a Vote of Security Holders..................... 15
PART II:............................................................................ 16
Item 5. Market for Registrant's Common Equity, Related Security Holder Matters
and Issuer Purchases of Equity Securities............................... 16
Item 6. Selected Financial Data................................................. 18
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... 19
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.............. 33
Item 8. Financial Statements and Supplementary Data............................. 33
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.................................................... 33
Item 9A. Controls and Procedures................................................. 33
Item 9B. Other Information....................................................... 34
PART III:........................................................................... 35
Item 10. Directors and Executive Officers of the General Partner................. 36
(i)
Item 11. Executive Compensation.................................................. 41
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Securityholder Matters.......................................... 52
Item 13. Certain Relationships and Related Transactions.......................... 55
Item 14. Principal Accountant Fees and Services.................................. 58
PART IV:............................................................................ 59
Item 15. Exhibits and Financial Statement Schedules.............................. 59
Signatures.............................................................. 67
Index to Financial Statements and Financial Statement Schedules......... F-2
(ii)
PART I:
ITEM 1. BUSINESS
GENERAL
AmeriGas Partners, L.P. ("AmeriGas Partners" or the "Partnership") is a
publicly traded limited partnership formed under Delaware law on November 2,
1994. We are the largest retail propane distributor in the United States,
distributing more than one billion gallons of propane annually. As of September
30, 2005, we served approximately 1.3 million residential, commercial,
industrial, agricultural and motor fuel customers from approximately 650
district locations in 46 states.
We are a holding company and we conduct our business principally through
our subsidiary, AmeriGas Propane, L.P. ("AmeriGas OLP") and its subsidiary,
AmeriGas Eagle Propane, L.P. ("Eagle OLP" and together with AmeriGas OLP, the
"Operating Partnership"), both Delaware limited partnerships. Our common units
("Common Units"), which represent limited partner interests, are traded on the
New York Stock Exchange under the symbol "APU." Our executive offices are
located at 460 North Gulph Road, King of Prussia, Pennsylvania 19406, and our
telephone number is (610) 337-7000. In this report, the terms "Partnership" and
"AmeriGas Partners," as well as the terms "our," "we," and "its," are used
sometimes as abbreviated references to AmeriGas Partners, L.P. itself or
AmeriGas Partners, L.P. and its consolidated subsidiaries, including the
Operating Partnership.
AmeriGas Propane, Inc. is our general partner (the "General Partner") and
is responsible for managing our operations. The General Partner is a wholly
owned subsidiary of UGI Corporation ("UGI"), a public company listed on the New
York Stock Exchange and the Philadelphia Stock Exchange. The General Partner has
an effective 44% ownership interest in the Partnership. See Notes 1 and 2 to the
Partnership's Consolidated Financial Statements.
BUSINESS STRATEGY
Our strategy is to increase market share through acquisitions and internal
growth, leverage our national and local economies of scale and achieve operating
efficiencies through productivity improvements. We regularly consider and
evaluate opportunities for growth through the acquisition of local, regional and
national propane distributors. Acquisitions are an important part of our
strategy, because only modest growth in total demand for propane is foreseen. We
may choose to finance future acquisitions with debt, equity, cash or a
combination of the three. We compete for acquisitions with others engaged in the
propane distribution business. Although we believe there are numerous potential
acquisition candidates in the industry, there can be no assurance that we will
find attractive candidates in the future, or that we will be able to acquire
such candidates on economically acceptable terms. Internal growth will be
provided in part from expansion of our PPX Prefilled Propane Xchange(R) program
(through which consumers can exchange an empty propane grill cylinder for a
filled one) and our Strategic Accounts program (through which the Partnership
encourages large, multi-location propane users to enter into a supply agreement
with it rather than with many small suppliers). In addition, we believe
opportunities exist to grow our business internally through sales and marketing
programs designed to attract and retain customers.
GENERAL PARTNER INFORMATION
The Partnership's website can be found at www.amerigas.com. The Partnership
makes available free of charge at this website (under the "Investor Relations &
Corporate Governance - SEC filings" caption) copies of its reports filed or
furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, including its Annual Report on Form 10-K, its Quarterly Reports on Form
10-Q and its Current Reports on Form 8-K. The General Partner's Principles of
Corporate Governance, Code of Ethics for the Chief Executive Officer and Senior
Financial Officers, Code of Business Conduct and Ethics for Directors, Officers
and Employees, and charters of the Corporate Governance, Audit and
Compensation/Pension Committees of the Board of Directors of the General Partner
are also available on the Partnership's website, under the caption "Investor
Relations & Corporate Governance - Corporate Governance." All of these documents
are also available free of charge by writing to Robert W. Krick, Vice President
and Treasurer, AmeriGas Propane, Inc., P.O. Box 965, Valley Forge, PA 19482.
FORWARD-LOOKING STATEMENTS
Some information contained in this Annual Report on Form 10-K 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) changes
in laws and regulations, including safety, tax and accounting matters; (4)
competitive pressures from the same and alternative energy sources; (5) failure
to acquire new customers thereby reducing or limiting any increase in revenues;
(6) liability for environmental claims; (7) increased customer conservation
measures due to high energy prices and improvements in energy efficiency and
technology resulting in reduced demand; (8) adverse labor relations; (9) large
customer, counterparty or supplier defaults; (10) 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; (11) political, regulatory and
economic conditions in the United States and foreign countries; and (12) reduced
access to capital markets and interest rate fluctuations.
2
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.
GENERAL INDUSTRY INFORMATION
Propane is separated from crude oil during the refining process and also
extracted from natural gas or oil wellhead gas at processing plants. Propane is
normally transported and stored in a liquid state under moderate pressure or
refrigeration for economy and ease of handling in shipping and distribution.
When the pressure is released or the temperature is increased, it is usable as a
flammable gas. Propane is colorless and odorless; an odorant is added to allow
its detection. Propane is clean burning, producing negligible amounts of
pollutants when properly consumed.
The primary customers for propane are residential, commercial,
agricultural, motor fuel and industrial users to whom natural gas is not readily
available. Propane is typically more expensive than natural gas, competitive
with fuel oil when operating efficiencies are taken into account and, in most
areas, cheaper than electricity on an equivalent energy basis.
PRODUCTS, SERVICES AND MARKETING
As of September 30, 2005, the Partnership served approximately 1.3 million
customers from district locations in 46 states. In addition to distributing
propane, the Partnership also sells, installs and services propane appliances,
including heating systems. In certain markets, the Partnership also installs and
services propane fuel systems for motor vehicles. Typically, district locations
are found in suburban and rural areas where natural gas is not available.
Districts generally consist of an office, appliance showroom, warehouse and
service facilities, with one or more 18,000 to 30,000 gallon storage tanks on
the premises. As part of its overall transportation and distribution
infrastructure, the Partnership operates as an interstate carrier in 47 states
throughout the United States. It is also licensed as a carrier in Canada.
The Partnership sells propane primarily to five markets: residential,
commercial/industrial, motor fuel, agricultural and wholesale. Approximately 87%
of the Partnership's fiscal year 2005 sales (based on gallons sold) were to
retail accounts and approximately 13% were to wholesale customers. Sales to
residential customers in fiscal 2005 represented approximately 41% of retail
gallons sold; commercial/industrial customers 34%; motor fuel customers 14%; and
agricultural customers 6%. Transport gallons, which are large-scale deliveries
to retail customers other than residential, accounted for 5% of 2005 retail
gallons. No single customer represents, or is anticipated to represent, more
than 5% of the Partnership's consolidated revenues.
The Partnership continues to expand its PPX Prefilled Propane Xchange
program ("PPX (R)"). At September 30, 2005, PPX was available at approximately
21,800 retail locations throughout the United States. Sales of our PPX grill
cylinders to retailers are included in the
3
commercial/industrial market. The PPX program enables consumers to exchange
their empty 20-pound propane grill cylinders for filled cylinders and to
purchase filled cylinders at various retail locations such as home centers, mass
merchandisers and grocery and convenience stores.
In the residential market, which includes both conventional and
manufactured housing, propane is used primarily for home heating, water heating
and cooking purposes. Commercial users, which include motels, hotels,
restaurants and retail stores, generally use propane for the same purposes as
residential customers. Industrial customers use propane to fire furnaces, as a
cutting gas and in other process applications. Other industrial customers are
large-scale heating accounts and local gas utility customers who use propane as
a supplemental fuel to meet peak load deliverability requirements. As a motor
fuel, propane is burned in internal combustion engines that power over-the-road
vehicles, forklifts and stationary engines. Agricultural uses include tobacco
curing, chicken brooding and crop drying. In its wholesale operations, the
Partnership principally sells propane to large industrial end-users and other
propane distributors.
Retail deliveries of propane are usually made to customers by means of
bobtail and rack trucks. Propane is pumped from the bobtail truck, which
generally holds 2,400 to 3,000 gallons of propane, into a stationary storage
tank on the customer's premises. The Partnership owns most of these storage
tanks and leases them to its customers. The capacity of these tanks ranges from
approximately 120 gallons to approximately 1,200 gallons. The Partnership also
delivers propane to retail customers in portable cylinders with capacities of 4
to 24 gallons. Some of these deliveries are made to the customer's location,
where empty cylinders are either picked up for replenishment or filled in place.
PROPANE SUPPLY AND STORAGE
The Partnership has over 200 domestic and international sources of supply,
including the spot market. Supplies of propane from the Partnership's sources
historically have been readily available. During the year ended September 30,
2005, over 90% of the Partnership's propane supply was purchased under supply
agreements with terms of 1 to 3 years. The availability of propane supply is
dependent upon, among other things, the severity of winter weather, the price
and availability of competing fuels such as natural gas and crude oil, and the
availability of imported supply. Although no assurance can be given that
supplies of propane will be readily available in the future, management
currently expects to be able to secure adequate supplies during fiscal year
2006. If supply from major sources were interrupted, however, the cost of
procuring replacement supplies and transporting those supplies from alternative
locations might be materially higher and, at least on a short-term basis,
margins could be affected. Aside from BP Products North America Inc. and BP
Canada Energy Marketing Corp. (collectively), Enterprise Products Operating LP
and Targa Midstream Services LP (formerly, Dynegy Liquids Marketing and Trade),
no single supplier provided more than 10% of the Partnership's total propane
supply in fiscal year 2005. In certain market areas, however, some suppliers
provide more than 50% of the Partnership's requirements. Disruptions in supply
in these areas could also have an adverse impact on the Partnership's margins.
The Partnership's supply contracts typically provide for pricing based upon
(i) index formulas using the current prices established at major storage points
such as Mont Belvieu,
4
Texas, or Conway, Kansas, or (ii) posted prices at the time of delivery. In
addition, some agreements provide maximum and minimum seasonal purchase volume
guidelines. The percentage of contract purchases, and the amount of supply
contracted for at fixed prices, will vary from year to year as determined by the
General Partner. The Partnership uses a number of interstate pipelines, as well
as railroad tank cars, delivery trucks and barges, to transport propane from
suppliers to storage and distribution facilities. The Partnership stores propane
at large storage facilities in Arizona and Pennsylvania, as well as at smaller
facilities in several other states.
Because the Partnership's profitability is sensitive to changes in
wholesale propane costs, the Partnership generally seeks to pass on increases in
the cost of propane to customers. There is no assurance, however, that the
Partnership will always be able to pass on product cost increases fully,
particularly when product costs rise rapidly. Product cost increases can be
triggered by periods of severe cold weather, supply interruptions, increases in
the prices of base commodities such as crude oil and natural gas, or other
unforeseen events. The General Partner has adopted supply acquisition and
product cost risk management practices to reduce the effect of volatility on
selling prices. These practices currently include the use of summer storage,
forward purchases and derivative commodity instruments such as options and
propane price swaps. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Market Risk Disclosures."
5
The following graph shows the average prices of propane on the propane spot
market during the last five fiscal years at Mont Belvieu, Texas and Conway,
Kansas, two major storage areas.
AVERAGE PROPANE SPOT MARKET PRICES
Mont Belvieu Conway
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Oct-00 61.82 64.05
Nov-00 60.71 60.45
Dec-00 77.63 79.75
Jan-01 77.27 83.03
Feb-01 59.39 63.03
Mar-01 54.94 57.12
Apr-01 54.37 60.26
May-01 51.20 56.90
Jun-01 43.17 47.70
Jul-01 38.87 43.27
Aug-01 41.54 45.71
Sep-01 41.67 46.53
Oct-01 39.48 44.19
Nov-01 33.04 35.19
Dec-01 30.43 30.34
Jan-02 29.05 26.60
Feb-02 31.20 27.92
Mar-02 37.95 35.93
Apr-02 41.52 40.07
May-02 40.69 38.09
Jun-02 37.51 35.25
Jul-02 37.19 35.47
Aug-02 41.49 41.53
Sep-02 47.17 45.93
Oct-02 47.95 47.12
Nov-02 47.26 48.01
Dec-02 52.40 52.32
Jan-03 60.38 57.70
Feb-03 77.30 73.03
Mar-03 62.77 57.09
Apr-03 50.42 50.28
May-03 54.09 55.41
Jun-03 55.98 59.71
Jul-03 53.01 58.90
Aug-03 54.84 63.63
Sep-03 52.00 59.44
Oct-03 55.44 65.21
Nov-03 54.66 58.12
Dec-03 62.87 64.15
Jan-04 74.35 67.56
Feb-04 69.98 61.99
Mar-04 58.64 56.35
Apr-04 60.62 58.55
May-04 67.65 64.37
Jun-04 67.12 64.27
Jul-04 74.21 71.65
Aug-04 83.84 86.44
Sep-04 80.18 81.98
Oct-04 90.48 93.75
Nov-04 86.27 92.24
Dec-04 77.88 81.95
Jan-05 73.56 73.86
Feb-05 75.77 73.30
Mar-05 87.61 85.07
Apr-05 85.44 84.14
May-05 79.55 81.47
Jun-05 81.87 85.77
Jul-05 84.55 89.00
Aug-05 94.16 96.07
Sep-05 112.57 111.96
COMPETITION
Propane competes with other sources of energy, some of which are less
costly for equivalent energy value. Propane distributors compete for customers
with suppliers of electricity, fuel oil and natural gas, principally on the
basis of price, service, availability and portability. Electricity is a major
competitor of propane, but propane generally enjoys a competitive price
advantage over electricity for space heating, water heating and cooking. Fuel
oil is also a major competitor of propane and is generally less expensive than
propane. Operating efficiencies and other factors such as air quality and
environmental advantages, however, generally make propane competitive with fuel
oil as a heating source. Furnaces and appliances that burn propane will not
operate on fuel oil, and vice versa, and, therefore, a conversion from one fuel
to the other requires the installation of new equipment. Propane serves as an
alternative to natural gas in rural and suburban areas where natural gas is
unavailable or portability of product is required. Natural gas is generally a
less expensive source of energy than propane, although in areas where natural
gas is available, propane is used for certain industrial and commercial
applications and as a
6
standby fuel during interruptions in natural gas service. The gradual expansion
of the nation's natural gas distribution systems has resulted in the
availability of natural gas in some areas that previously depended upon propane.
However, natural gas pipelines are not present in many regions of the country
where propane is sold for heating and cooking purposes.
In the motor fuel market, propane competes with gasoline and diesel fuel as
well as electric batteries and fuel cells. Wholesale propane distribution is a
highly competitive, low margin business. Propane sales to other retail
distributors and large-volume, direct-shipment industrial end-users are price
sensitive and frequently involve a competitive bidding process.
The retail propane industry is mature, with only modest growth in total
demand for the product foreseen. Therefore, the Partnership's ability to grow
within the industry is dependent on its ability to acquire other retail
distributors and to achieve internal growth, which includes expansion of the PPX
and Strategic Accounts programs as well as the success of its sales and
marketing programs designed to attract and retain customers. The failure of the
Partnership to retain and grow its customer base would have an adverse effect on
its results.
The domestic propane retail distribution business is highly competitive.
The Partnership competes in this business with other large propane marketers,
including other full-service marketers, and thousands of small independent
operators. In recent years, some rural electric cooperatives and fuel oil
distributors have expanded their businesses to include propane distribution and
the Partnership competes with them as well. The ability to compete effectively
depends on providing high quality customer service, maintaining competitive
retail prices and controlling operating expenses.
Based on the most recent annual survey by the American Petroleum Institute,
2003 domestic retail propane sales (annual sales for other than chemical uses)
totaled approximately 11.8 billion gallons and, based on LP-GAS magazine
rankings, 2004 sales volume of the ten largest propane companies (including
AmeriGas Partners) represented approximately 36% of domestic retail sales. Based
upon 2003 sales data, management believes the Partnership's 2005 retail volume
represents approximately 9% of domestic retail sales.
7
TRADE NAMES, TRADE AND SERVICE MARKS
The Partnership markets propane principally under the "AmeriGas(R),"
"America's Propane Company(R)" and "PPX Prefilled Propane Xchange(R)" trade
names and related service marks. UGI owns, directly or indirectly, all the
right, title and interest in the "AmeriGas" name and related trade and service
marks. The General Partner owns all right, title and interest in the "America's
Propane Company" and "PPX Prefilled Propane Xchange" trade names and related
service marks. The Partnership has an exclusive (except for use by UGI,
AmeriGas, Inc. and the General Partner), royalty-free license to use these names
and trade and service marks. UGI and the General Partner each have the option to
terminate its respective license agreement (on 12 months prior notice in the
case of UGI), without penalty, if the General Partner is removed as general
partner of the Partnership other than for cause. If the General Partner ceases
to serve as the general partner of the Partnership for cause, the General
Partner has the option to terminate its license agreement upon payment of a fee
equal to the fair market value of the licensed trade names. UGI has a similar
termination option, however, UGI must provide 12 months prior notice in addition
to paying the fee.
SEASONALITY
Because many customers use propane for heating purposes, the Partnership's
retail sales volume is seasonal, with approximately 58% of the Partnership's
fiscal year 2005 retail sales volume occurring during the five-month peak
heating season from November through March. As a result of this seasonality,
sales are higher in the Partnership's first and second fiscal quarters (October
1 through March 31). Cash receipts are greatest during the second and third
fiscal quarters when customers pay for propane purchased during the winter
heating season.
8
Sales volume for the Partnership traditionally fluctuates from year-to-year
in response to variations in weather, prices, competition, customer mix and
other factors, such as conservation efforts and general economic conditions. For
historical information on national weather statistics, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
GOVERNMENT REGULATION
The Partnership is subject to various federal, state and local
environmental, safety and transportation laws and regulations governing the
storage, distribution and transportation of propane and the operation of bulk
storage LPG terminals. These laws include, among others, the Resource
Conservation and Recovery Act, the Comprehensive Environmental Response,
Compensation and Liability Act ("CERCLA" or, the "Superfund Law"), the Clean Air
Act, the Occupational Safety and Health Act, the Homeland Security Act of 2002,
the Emergency Planning and Community Right to Know Act, the Clean Water Act and
comparable state statutes. CERCLA imposes joint and several liability on certain
classes of persons considered to have contributed to the release or threatened
release of a "hazardous substance" into the environment without regard to fault
or the legality of the original conduct. Propane is not a hazardous substance
within the meaning of federal and state environmental laws. However, the
Partnership owns and operates real property where such hazardous substances may
exist. See Notes 2 and 11 to the Partnership's Consolidated Financial
Statements.
All states in which the Partnership operates have adopted fire safety codes
that regulate the storage and distribution of propane. In some states these laws
are administered by state agencies, and in others they are administered on a
municipal level. The Partnership conducts training programs to help ensure that
its operations are in compliance with applicable governmental regulations. With
respect to general operations, National Fire Protection Association ("NFPA")
Pamphlets No. 54 and No. 58, which establish a set of rules and procedures
governing the safe handling of propane, or comparable regulations, have been
adopted by all states in which the Partnership operates. The latest version of
NFPA Pamphlet No. 58, adopted by a number of states, requires certain stationary
cylinders that are filled in place to be re-certified periodically, depending on
the age of the cylinders. Management believes that the policies and procedures
currently in effect at all of its facilities for the handling, storage and
distribution of propane are consistent with industry standards and are in
compliance in all material respects with applicable environmental, health and
safety laws.
With respect to the transportation of propane by truck, the Partnership is
subject to regulations promulgated under the Federal Motor Carrier Safety Act
and the Homeland Security Act of 2002. These regulations cover the security and
transportation of hazardous materials and are administered by the United States
Department of Transportation ("DOT"). The Natural Gas Safety Act of 1968
required the DOT to develop and enforce minimum safety regulations for the
transportation of gases by pipeline. The DOT's pipeline safety code applies to,
among other things, a propane gas system which supplies 10 or more customers
from a single source and a propane gas system any portion of which is located in
a public place. The code requires operators of all gas systems to provide
training and written instructions for employees, establish written procedures to
minimize the hazards resulting from gas pipeline emergencies, and keep records
of inspections and testing. Operators are subject to the Pipeline Safety
Improvement Act of 2002,
9
which, among other things, protects from adverse employment actions employees
who provide information to their employers or to the federal government as to
pipeline safety.
EMPLOYEES
The Partnership does not directly employ any persons responsible for
managing or operating the Partnership. The General Partner provides these
services and is reimbursed for its direct and indirect costs and expenses,
including all compensation and benefit costs. At September 30, 2005, the General
Partner had approximately 6,000 employees, including approximately 465
part-time, seasonal and temporary employees, working on behalf of the
Partnership. UGI also performs certain financial and administrative services for
the General Partner on behalf of the Partnership and is reimbursed by the
Partnership.
10
ITEM 1A. RISK FACTORS
DECREASES IN THE DEMAND FOR PROPANE BECAUSE OF WARMER-THAN-NORMAL HEATING
SEASON WEATHER OR POOR WEATHER MAY ADVERSELY AFFECT OUR RESULTS OF
OPERATIONS.
Because many of our customers rely on propane as a heating fuel, our
results of operations are adversely affected by warmer-than-normal heating
season weather. Weather conditions have a significant impact on the demand for
propane for both heating and agricultural purposes. Accordingly, the volume of
propane sold is at its highest during the five-month peak heating season of
November through March and is directly affected by the severity of the winter
weather. For example, historically approximately 55% to 60% of our annual retail
propane volumes are sold during these months. There can be no assurance that
normal winter weather in our service territories will occur in the future.
The agricultural demand for propane is also affected by weather, as dry or
warm weather during the harvest season may reduce the demand for propane. Our
PPX(R) operations experience higher volumes in the spring and summer, mainly due
to the grillinG season. Sustained periods of poor weather can negatively affect
our PPX(R) revenues. Poor weather may also cause a reduction in the purchase and
use of grills and other propane-filled appliances which could reduce the demand
for our portable propane tank exchange services.
OUR PROFITABILITY IS SUBJECT TO PROPANE PRICING AND INVENTORY RISK.
The retail propane business is a "margin-based" business in which gross
profits are dependent upon the excess of the sales price over the propane supply
costs. Propane is a commodity, and, as such, its unit price is subject to
volatile fluctuations in response to changes in supply or other market
conditions. We have no control over these market conditions. Consequently, the
unit price of the propane that we and other marketers purchase can change
rapidly over a short period of time. Most of our propane product supply
contracts permit suppliers to charge posted prices at the time of delivery or
the current prices established at major storage points such as Mont Belvieu,
Texas or Conway, Kansas. Because our profitability is sensitive to changes in
wholesale propane supply costs, it will be adversely affected if we cannot pass
on increases in the cost of propane to our customers. Due to competitive pricing
in the industry, we may not be able to pass on product cost increases to our
customers when product costs rise rapidly, or when our competitors do not raise
their product prices. Finally, market volatility may cause us to sell inventory
at less than the price we purchased it, which could adversely affect our
operating results.
HIGH PROPANE COSTS CAN LEAD TO CUSTOMER CONSERVATION, RESULTING IN REDUCED
DEMAND FOR OUR PRODUCT.
Prices for propane are subject to volatile fluctuations in response to
changes in supply and other market conditions. During periods of high propane
costs, our prices generally increase. High prices can lead to customer
conservation, resulting in reduced demand for our product.
11
OUR OPERATIONS MAY BE ADVERSELY AFFECTED BY COMPETITION FROM OTHER ENERGY
SOURCES.
Propane competes with other sources of energy, some of which are less
costly for equivalent energy value. We compete for customers against suppliers
of electricity, fuel oil and natural gas. Electricity is a major competitor of
propane, but propane generally enjoys a competitive price advantage over
electricity for space heating, water heating and cooking.
Fuel oil is also a major competitor of propane and is generally less
expensive than propane. Furnaces and appliances that burn propane will not
operate on fuel oil and vice versa, however, so a conversion from one fuel to
the other requires the installation of new equipment. Our customers generally
have an incentive to switch to fuel oil only if fuel oil becomes significantly
less expensive than propane. Except for certain industrial and commercial
applications, propane is generally not competitive with natural gas in areas
where natural gas pipelines already exist because natural gas is generally a
less expensive source of energy than propane. The gradual expansion of the
nation's natural gas distribution systems has resulted in the availability of
natural gas in some areas that previously depended upon propane. In addition, we
cannot predict the effect that the development of alternative energy sources
might have on our operations.
OUR ABILITY TO INCREASE REVENUES IS ADVERSELY AFFECTED BY THE MATURITY OF
THE RETAIL PROPANE INDUSTRY.
The retail propane industry is mature, with only modest growth in total
demand for the product foreseen. Given this limited growth, we expect that
year-to-year industry volumes will be principally affected by weather patterns.
Therefore, our ability to grow within the industry is dependent on our ability
to acquire other retail distributors and to achieve internal growth, which
includes expansion of our PPX(R) program and our Strategic Accounts program, as
well as the success of our marketing programs designed to attract and retain
customers. Any failure to retain and grow our customer base would have an
adverse effect on our results.
OUR ABILITY TO GROW WILL BE ADVERSELY AFFECTED IF WE ARE NOT SUCCESSFUL IN
MAKING ACQUISITIONS OR IN INTEGRATING THE ACQUISITIONS WE HAVE MADE.
We have historically expanded our propane business through acquisitions. We
regularly consider and evaluate opportunities for growth through the acquisition
of local, regional and national propane distributors. We may choose to finance
future acquisitions with debt, equity, cash or a combination of the three. We
can give no assurances that we will find attractive acquisition candidates in
the future, that we will be able to acquire such candidates on economically
acceptable terms, that any acquisitions will not be dilutive to earnings and
distributions or that any additional debt incurred to finance an acquisition
will not affect our ability to make distributions.
To the extent we are successful in making acquisitions, such acquisitions
involve a number of risks, including, but not limited to, the assumption of
material liabilities, the diversion of management's attention from the
management of daily operations to the integration of operations, difficulties in
the assimilation and retention of employees and difficulties in the
12
assimilation of different cultures and practices, as well as in the assimilation
of broad and geographically dispersed personnel and operations. The failure to
successfully integrate acquisitions could have an adverse affect on our
business, financial condition and results of operations.
WE ARE SUBJECT TO OPERATING AND LITIGATION RISKS THAT MAY NOT BE COVERED BY
INSURANCE.
Our operations are subject to all of the operating hazards and risks
normally incidental to handling, storing, transporting and otherwise providing
combustible liquids such as propane for use by consumers. As a result, we are
sometimes a defendant in legal proceedings and litigation arising in the
ordinary course of business. We maintain insurance policies with insurers in
such amounts and with such coverages and deductibles as we believe are
reasonable and prudent. There can be no assurance, however, that such insurance
will be adequate to protect us from all material expenses related to potential
future claims for personal and property damage or that such levels of insurance
will be available in the future at economical prices.
OUR NET INCOME WILL DECREASE IF WE ARE REQUIRED TO INCUR ADDITIONAL COSTS
TO COMPLY WITH NEW GOVERNMENTAL SAFETY, HEALTH, TRANSPORTATION AND
ENVIRONMENTAL REGULATION.
We are subject to various federal, state and local safety, health,
transportation and environmental laws and regulations governing the storage,
distribution and transportation of propane. We have implemented safety and
environmental programs and policies designed to avoid potential liability and
costs under applicable laws. It is possible, however, that we will incur
increased costs as a result of complying with new safety, health, transportation
and environmental regulations and that such costs will reduce our net income. It
is also possible that material environmental liabilities will be incurred,
including those relating to claims for damages to property and persons.
THE IRS COULD TREAT US AS A CORPORATION FOR TAX PURPOSES OR CHANGES IN LAW
COULD SUBJECT US TO ENTITY-LEVEL TAXATION, WHICH WOULD SUBSTANTIALLY REDUCE
THE CASH AVAILABLE FOR DISTRIBUTION TO HOLDERS OF COMMON UNITS.
The availability to a common unitholder of the federal income tax benefits
of an investment in the common units depends, in large part, on our
classification as a partnership for federal income tax purposes. No ruling from
the IRS as to this status has been or is expected to be requested.
If we were classified as a corporation for federal income tax purposes, we
would be required to pay tax on our income at corporate tax rates (currently a
35% federal rate), and distributions received by the common unitholders would
generally be taxed a second time as corporate distributions. Because a tax would
be imposed upon us as an entity, the cash available for distribution to the
common unitholders would be substantially reduced. Treatment of us as a
corporation would cause a material reduction in the anticipated cash flow and
after-tax return to the common unitholders, likely causing a substantial
reduction in the value of the common units.
The law could be changed so as to cause us to be treated as a corporation
for federal income tax purposes or otherwise to be subject to entity-level
taxation. If we become subject to
13
widespread entity-level taxation for state tax purposes, it could substantially
reduce distributions to our unitholders. Our partnership agreement provides that
if a law is enacted or existing law is modified or interpreted in a manner that
subjects us to taxation as a corporation or otherwise subjects us to
entity-level taxation for federal, state or local income tax purposes, certain
provisions of our partnership agreement will be subject to change. These changes
would include a decrease in the minimum quarterly distribution and the target
distribution levels to reflect the impact of this law on us. Any such reductions
could increase our general partner's percentage of cash distributions and
decrease our limited partners' percentage of cash distributions.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
As of September 30, 2005, the Partnership owned approximately 79% of its
district locations. The Partnership subleases three one-million barrel
underground storage caverns in Arizona to store propane and butane for itself
and third parties, and it leases a 1.3 million gallon storage terminal in
Pennsylvania. In addition, the Partnership also owns a 600,000 barrel
refrigerated, above-ground storage facility located on leased property in
California. The California facility, which the Partnership operates, is
currently leased to several refiners for the storage of butane.
14
The transportation of propane requires specialized equipment. The trucks
and railroad tank cars utilized for this purpose carry specialized steel tanks
that maintain the propane in a liquefied state. As of September 30, 2005, the
Partnership operated a transportation fleet with the following assets:
APPROXIMATE QUANTITY & EQUIPMENT TYPE % OWNED % LEASED
- ------------------------------------- ------- --------
520 Trailers 94 6
260 Tractors 35 65
180 Railroad tank cars 0 100
2,600 Bobtail trucks 13 87
300 Rack trucks 10 90
2,150 Service and delivery trucks 16 84
Other assets owned at September 30, 2005 included approximately 840,000
stationary storage tanks with typical capacities of 121 to 2,000 gallons and
approximately 2.3 million portable propane cylinders with typical capacities of
1 to 120 gallons. The Partnership also owned approximately 5,300 large volume
tanks which are used for its own storage requirements. The Partnership's
subsidiary, AmeriGas OLP, has debt secured by liens and mortgages on its real
and personal property. AmeriGas OLP owns approximately 68% of the Partnership's
property, plant and equipment.
15
ITEM 3. LEGAL PROCEEDINGS
With the exception of the matter set forth below, no material legal
proceedings are pending involving the Partnership, any of its subsidiaries, or
any of their properties, and no such proceedings are known to be contemplated by
governmental authorities other than claims arising in the ordinary course of the
Partnership's business.
South Coast Air Quality Management District Matter. On February 21, 2005,
AmeriGas OLP, a principal operating subsidiary of AmeriGas Partners received
notice from the South Coast (of California) Air Quality Management District
("SCAQMD") that it intended to seek civil penalties totaling $0.1 million for
five violations of air emissions regulations at AmeriGas OLP's LPG terminal in
San Pedro, California. On April 15, 2005, SCAQMD issued two additional notices
of violation of regulations related to the installation of emission reduction
equipment at the facility. AmeriGas OLP has resolved all of the notices of
violations with SCAQMD. The terms of the settlement do not have a material
effect on our results of operations or financial condition.
Swiger, et al. v. UGI/AmeriGas, Inc. et al. Plaintiffs 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 (Civil Action No.
98-C-298), in which they sought to recover an unspecified amount of compensatory
and punitive damages and attorney's fees, for themselves and on behalf of
persons in West Virginia for whom the defendants had installed propane gas
lines, allegedly resulting from the defendants' failure to install underground
propane lines at depths required by applicable safety standards. In 2003,
AmeriGas 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, AmeriGas filed a
cross-claim against Columbia Energy Group, former owner of Columbia Propane,
seeking indemnification for conduct undertaken by Columbia Propane prior to
AmeriGas' acquisition. Class counsel has indicated that the class is seeking
compensatory damages in excess of $12 million plus punitive damages, civil
penalties and attorneys' fees. The defendants believe they have good defenses to
the claims of the class members and intend to vigorously defend against the
remaining claims in this lawsuit.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders during the last
fiscal quarter of the 2005 fiscal year.
16
PART II:
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SECURITY HOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
Each Common Unit represents a limited partner interest in the Partnership.
Common Units are listed on the New York Stock Exchange, which is the principal
trading market for such securities, under the symbol "APU." The following table
sets forth, for the periods indicated, the high and low sale prices per Common
Unit, as reported on the New York Stock Exchange ("NYSE") Composite Transactions
tape, and the amount of cash distributions paid per Common Unit.
PRICE RANGE CASH
--------------- ------------
2005 FISCAL YEAR HIGH LOW DISTRIBUTION
- ---------------- ------ ------ ------------
Fourth Quarter $35.00 $30.16 $0.56
Third Quarter 32.88 29.15 0.56
Second Quarter 31.23 28.36 0.55
First Quarter 30.56 26.11 0.55
PRICE RANGE CASH
--------------- ------------
2004 FISCAL YEAR HIGH LOW DISTRIBUTION
- ---------------- ------ ------ ------------
Fourth Quarter $29.64 $25.91 $0.55
Third Quarter 29.98 25.09 0.55
Second Quarter 30.19 27.84 0.55
First Quarter 28.37 24.80 0.55
As of November 1, 2005, there were 1,510 record holders of the
Partnership's Common Units.
The Partnership makes quarterly distributions to its partners in an
aggregate amount equal to its Available Cash, as defined in the Third Amended
and Restated Agreement of Limited Partnership of AmeriGas Partners, L.P. (the
"Partnership Agreement"), which is an exhibit to this Report. Available Cash
generally means, with respect to any fiscal quarter of the Partnership, all cash
on hand at the end of such quarter, plus all additional cash on hand as of the
date of determination resulting from borrowings subsequent to the end of such
quarter, less the amount of cash reserves established by the General Partner in
its reasonable discretion for future cash requirements. Certain reserves are
maintained to provide for the payment of principal and interest under the terms
of the Partnership's debt agreements and other reserves may be maintained to
17
provide for the proper conduct of the Partnership's business, and to provide
funds for distribution during the next four fiscal quarters. The information
concerning restrictions on distributions required by Item 5 of this report is
incorporated herein by reference to Notes 5 and 6 to the Partnership's
Consolidated Financial Statements which are incorporated herein by reference.
18
ITEM 6. SELECTED FINANCIAL DATA
Year Ended September 30,
--------------------------------------------------------------
2005 2004 2003 2002 2001 (a)
---------- ---------- ---------- ---------- ----------
(Thousands of dollars, except per unit)
FOR THE PERIOD:
INCOME STATEMENT DATA:
Revenues $1,963,256 $1,775,900 $1,628,424 $1,307,880 $1,418,364
Income before accounting changes $ 60,845 $ 91,854 $ 71,958 $ 55,366 $ 53,015
Cumulative effect of accounting changes (b) -- -- -- -- 12,494
---------- ---------- ---------- ---------- ----------
Net income $ 60,845 $ 91,854 $ 71,958 $ 55,366 $ 65,509
========== ========== ========== ========== ==========
Limited partners' interest
in net income $ 60,237 $ 90,935 $ 71,238 $ 54,812 $ 64,854
Income per limited partner
unit - basic and diluted:
Income before accounting changes $ 1.10 $ 1.71 $ 1.42 $ 1.12 $ 1.18
Cumulative effect of accounting
changes (b) -- -- -- -- 0.28
---------- ---------- ---------- ---------- ----------
Net income $ 1.10 $ 1.71 $ 1.42 $ 1.12 $ 1.46
========== ========== ========== ========== ==========
Cash distributions declared
per limited partner unit $ 2.22 $ 2.20 $ 2.20 $ 2.20 $ 2.20
AT PERIOD END:
BALANCE SHEET DATA:
Current assets $ 417,740 $ 298,116 $ 250,244 $ 238,401 $ 241,935
Total assets 1,663,075 1,550,227 1,496,088 1,486,176 1,508,097
Current liabilities (excluding debt) 338,928 292,402 253,255 250,984 250,187
Total debt 913,502 901,351 927,286 955,784 1,005,904
Minority interests 8,570 7,749 7,005 6,232 5,641
Partners' capital 337,417 289,038 253,683 228,366 203,505
OTHER DATA:
Capital expenditures (including
capital leases) $ 63,584 $ 62,303 $ 53,429 $ 53,472 $ 39,204
Retail propane gallons sold (millions) 1,034.9 1,059.1 1,074.9 987.5 866.8
Degree days - % (warmer) colder
than normal (c) (6.9) (4.9) 0.2 (10.0) 2.6
(a) Arthur Andersen LLP audited the Partnership's consolidated financial
statements for 2001.
(b) Includes cumulative effect of accounting changes associated with the
Partnership's changes in accounting for tank fee revenue and tank
installation costs and the adoption of Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities."
(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.
-19-
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Our Management's Discussion and Analysis of Financial Condition and Results
of Operations ("MD&A") relates to AmeriGas Partners and the Operating
Partnership. Our MD&A should be read in conjunction with our consolidated
financial statements and related notes thereto incorporated by reference in this
Annual Report on Form 10-K.
EXECUTIVE OVERVIEW
AmeriGas Partners, the largest retail propane marketer in the United
States, achieved net income of $60.8 million during Fiscal 2005, which includes
a $33.6 million loss on the early extinguishment of debt and a $7.1 million
after-tax gain on the sale of its 50% ownership interest in Atlantic Energy,
Inc. ("Atlantic Energy"). The loss on early extinguishment of debt was a result
of the Partnership's refinancing of $373.4 million of 8.875% Senior Notes due
2011 with $415 million of 7.25% Senior Notes due 2015 (the "Refinancing"), which
will reduce annual interest expense by approximately $3 million.
Fiscal 2005 was a challenging year due in large part to continued high
energy prices and approximately 7% warmer than normal weather. High energy costs
resulted in a higher cost per gallon of propane and higher costs to fuel our
delivery vehicles. Similar to Fiscal 2004, the Partnership was able to manage
margins per gallon effectively during another year of rising propane product
costs. However, the increase in retail propane prices negatively impacted our
average customer usage causing volumes and total margin to decline.
The propane industry is mature, with only modest growth in residential
customer demand foreseen. Accordingly, the Partnership's growth strategy focuses
on acquisition of other propane marketers and internal growth to be achieved by
leveraging its geographical scope to secure regional and national accounts,
serving the growing grill cylinder business and offering superior customer
service, including unique pricing and payment programs.
In Fiscal 2006 and beyond, the Partnership will continue to focus on
growing its traditional customer base, including growth through acquisitions.
The Partnership expects to achieve base business growth by providing
best-in-class customer service and improving the effectiveness of its sales
force, while maintaining competitive prices. In addition, the Partnership plans
to control operating and administrative expenses by executing a series of
initiatives to enhance productivity.
ANALYSIS OF RESULTS OF OPERATIONS
The following analysis compares the Partnership's results of operations for
(1) the year ended September 30, 2005 ("Fiscal 2005") with the year ended
September 30, 2004 ("Fiscal 2004") and (2) Fiscal 2004 with the year ended
September 30, 2003 ("Fiscal 2003").
20
The following table provides gallon, weather and certain financial information
for the Partnership and should be read in conjunction with "Fiscal 2005 Compared
to Fiscal 2004" and "Fiscal 2004 Compared to Fiscal 2003":
(Millions of dollars)
Year Ended September 30,
--------------------------------
2005 2004 2003
-------- -------- --------
Gallons sold (millions):
Retail 1,034.9 1,059.1 1,074.9
Wholesale 148.7 225.0 209.8
-------- -------- --------
1,183.6 1,284.1 1,284.7
======== ======== ========
Revenues:
Retail propane $1,679.2 $1,480.1 $1,375.5
Wholesale propane 140.5 159.6 127.1
Other 143.6 136.2 125.8
-------- -------- --------
$1,963.3 $1,775.9 $1,628.4
======== ======== ========
Total margin (a) $ 743.3 $ 746.7 $ 718.1
EBITDA (b) $ 215.9 $ 255.9 $ 234.4
Operating income $ 177.3 $ 176.7 $ 164.0
Net income $ 60.8 $ 91.9 $ 72.0
Degree days - % (warmer)/colder
than normal (c) (6.9)% (4.9)% 0.2%
(a) Total margin represents total revenues less total cost of sales.
(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 Partnership's operating performance with other
companies within the propane industry and to evaluate the Partnership's
ability to meet loan covenants. The Partnership's 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. The following table includes reconciliations
of net income to EBITDA for the fiscal years presented:
Year Ended September 30,
------------------------
2005 2004 2003
------ ------ ------
Net income $ 60.8 $ 91.9 $ 72.0
Income tax expense 1.5 0.2 0.6
Interest expense 79.9 83.2 87.2
Depreciation 68.2 75.5 70.4
Amortization 5.5 5.1 4.2
------ ------ ------
EBITDA $215.9 $255.9 $234.4
====== ====== ======
21
(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.
FISCAL 2005 COMPARED WITH FISCAL 2004
Weather in our service territories based upon heating degree days during
Fiscal 2005 was 6.9% warmer than normal compared with weather that was 4.9%
warmer than normal during Fiscal 2004. Retail propane volumes sold decreased
approximately 2.3% principally due to the warmer than normal winter weather and
the negative effects of customer conservation on volumes sold, which is
primarily attributed to significantly higher propane selling prices. Low-margin
wholesale propane volumes sold decreased during Fiscal 2005 reflecting lower
volumes sold in connection with product cost hedging activities.
Retail propane revenues increased $199.1 million reflecting a $232.9
million increase due to higher average selling prices partially offset by a
$33.8 million decrease due to the lower retail volumes sold. Wholesale propane
revenues decreased $19.1 million reflecting a $54.1 million decrease due to
lower volumes sold partially offset by a $35.0 million increase due to higher
average selling prices. The higher average retail and wholesale selling prices
per gallon reflect significantly higher propane product costs. The average
wholesale cost per gallon of propane during Fiscal 2005 at Mont Belvieu, one of
the major supply points in the United States, was approximately 28% greater than
the average cost per gallon during Fiscal 2004. Total cost of sales increased
$190.8 million reflecting the higher propane product costs.
Total margin decreased $3.4 million principally due to the lower retail volumes
sold partially offset by higher margin from ancillary sales and services and, to
a much lesser extent, slightly higher average retail propane margins per gallon.
Contributing to the decline in total margin during Fiscal 2005 was lower margin
generated by our PPX program largely due to competitive pricing pressures and
the high cost of propane.
EBITDA during Fiscal 2005 decreased $40.0 million compared to Fiscal 2004
as a result of (1) the $33.6 million loss on early extinguishment of debt
resulting from the Partnership's refinancing of its Senior Notes in May 2005,
(2) a $17.1 million increase in operating and administrative expenses and (3) a
$3.4 million decrease in total margin all of which were partially offset by a
$14.0 million increase in other income. The increase in operating and
administrative expenses was primarily due to a $6.3 million increase in vehicle
fuel expense and a $3.7 million increase in vehicle lease costs. Increases in
maintenance and repairs, uncollectible accounts expense and general insurance
expense among others also contributed to the higher operating and administrative
expenses. The increase in other income primarily reflects the $9.1 million
pre-tax gain on the sale of Atlantic Energy and higher gains on fixed asset
disposals. Although EBITDA is not an alternative to cash flow, a measure of
liquidity, performance or financial condition under GAAP, management believes
EBITDA is a meaningful non-GAAP financial measure used by investors to compare
the Partnership's operating performance with other companies within the propane
industry and to evaluate the Partnership's ability to meet loan covenants.
22
Operating income increased slightly reflecting the previously mentioned
increase in other income and a $7.3 million decrease in depreciation expense
largely offset by the aforementioned higher operating and administrative
expenses and lower total margin. As previously mentioned, the increased other
income reflects the gain on the sale of Atlantic Energy. The decrease in
depreciation expense is largely attributed to lower capital expenditures related
to PPX. Net income in Fiscal 2005 decreased reflecting the $33.6 million loss on
early extinguishment of debt and increased income taxes resulting from the
Partnership's gain on the sale of its ownership interest in Atlantic Energy
which were slightly offset by $3.3 million lower interest expense and the
slightly higher operating income.
FISCAL 2004 COMPARED WITH FISCAL 2003
Based upon heating degree day data, temperatures in Fiscal 2004 were 4.9% warmer
than normal compared to temperatures that were essentially normal in Fiscal
2003. Retail propane volumes sold during Fiscal 2004 decreased slightly compared
to Fiscal 2003 as the effects of warmer than normal winter weather more than
offset volume growth from acquisitions, principally the October 2003 acquisition
of Horizon Propane LLC ("Horizon Propane"). In addition, Fiscal 2004 retail
propane volumes were also negatively affected by customer conservation driven by
significantly higher propane product costs. Low margin wholesale volumes
increased primarily reflecting higher volumes sold in connection with product
cost hedging activities.
Retail propane revenues increased $104.6 million as a $124.8 million
increase due to higher average selling prices was partially offset by a $20.2
million decrease due to the lower retail volumes sold. Wholesale propane
revenues increased $32.5 million reflecting (1) a $23.3 million increase due to
higher average selling prices and (2) a $9.2 million increase due to the higher
volumes sold relating to product cost hedging activities. In Fiscal 2004, the
propane industry experienced sustained higher propane product costs which
resulted in higher average retail and wholesale selling prices. Total propane
cost of sales increased $115.4 million principally reflecting the effects of
significantly higher propane product costs.
Despite lower retail volumes sold as a result of the warmer weather, total
margin increased $28.6 million due to higher average retail propane margins per
gallon and greater margin from non-propane sales and services. As a result of
significantly higher propane product costs, the Partnership increased average
retail selling prices realizing higher average margins per gallon while
remaining competitive in the marketplace. Average PPX margin per gallon
decreased in Fiscal 2004 as selling prices were lowered in response to
competition in the marketplace. The effects of lower average PPX selling prices
on PPX margin per gallon were partially offset by effective cost management
initiatives. Margin from non-propane sales and services increased $6.9 million
principally reflecting higher margin from tank rentals, PPX cylinder sales and
hauling and terminal sales and services.
EBITDA increased $21.5 million in Fiscal 2004 reflecting (1) the previously
mentioned increase in total margin, (2) the absence of a $3.0 million loss on
extinguishment of long-term debt incurred in Fiscal 2003, and (3) a $2.8 million
increase in other income. These increases were partially offset by a $12.6
million increase in operating and administrative expenses principally due to
higher compensation, distribution, administrative and general insurance
23
expenses, partially offset by the absence of $3.8 million of expenses associated
with initiating the management realignment in Fiscal 2003 and the continued
beneficial effects on Fiscal 2004 operating expenses of the realignment. Other
income in Fiscal 2004 increased principally due to greater income from finance
charges.
Operating income in Fiscal 2004 increased $12.7 million as the previously
mentioned increases in margin and other income were partially offset by (1)
higher depreciation and amortization expense related to recent acquisitions, (2)
higher depreciation associated with PPX and (3) the aforementioned increase in
operating expenses. Net income in Fiscal 2004 increased to $91.9 million from
$72.0 million in Fiscal 2003 due to the increase in operating income, a $4.0
million decrease in interest expense and the absence of the $3.0 million loss on
extinguishment of long-term debt incurred in Fiscal 2003. Interest expense
decreased principally as a result of lower long-term debt outstanding.
FINANCIAL CONDITION AND LIQUIDITY
CAPITALIZATION AND LIQUIDITY
The Partnership's long-term debt outstanding at September 30, 2005 totaled
$913.5 million. There were no amounts outstanding under AmeriGas OLP's Credit
Agreement at September 30, 2005.
AmeriGas OLP has a Credit Agreement that expires on October 15, 2008 and
consists of (1) a $100 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 Partners' Senior Notes indentures. Issued and
outstanding letters of credit under the Revolving Credit Facility, which reduce
the amount available for borrowings, totaled $56.3 million at September 30, 2005
and was approximately the same amount outstanding during all of Fiscal 2005.
AmeriGas OLP's 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. The average daily borrowings outstanding
under the Credit Agreement during Fiscal 2005 and Fiscal 2004 were $27.9 million
and $18.6 million, respectively. Peak borrowings outstanding under the Credit
Agreement in Fiscal 2005 and Fiscal 2004 were $98.0 million and $86.0 million,
respectively.
AmeriGas Partners periodically issues debt and equity securities and
expects to continue to do so. It has issued debt securities in underwritten
public offerings or private offerings and Common Units in underwritten public
offerings in each of the last three fiscal years. Most recently, it issued debt
securities in May 2005 in a private offering and Common Units in September 2005
in an underwritten public offering. Proceeds from the private debt offering were
used to fund the Refinancing. Proceeds from AmeriGas Partners' securities
offerings are generally used to reduce indebtedness and for general Partnership
purposes, including funding acquisitions. AmeriGas Partners has an effective
unallocated debt and equity shelf registration
24
statement with the U.S. Securities and Exchange Commission ("SEC") under which
it may issue up to an additional $370.3 million of debt or equity.
In order to borrow under its Credit Agreement, AmeriGas OLP must maintain
certain financial ratios including a minimum interest coverage ratio and a
maximum debt to EBITDA ratio, as defined. AmeriGas OLP's ratios calculated as of
September 30, 2005 permit it to borrow up to the maximum amount available. For a
more detailed discussion of the Partnership's credit facilities, see Note 6 to
Consolidated Financial Statements. Based upon existing cash balances, cash
expected to be generated from operations, borrowings available under its Credit
Agreement, and expected refinancings of maturing long-term debt, the
Partnership's management believes that the Partnership will be able to meet its
anticipated contractual commitments and projected cash needs in Fiscal 2006.
PARTNERSHIP DISTRIBUTIONS
The Partnership makes distributions to its partners approximately 45 days
after the end of each fiscal quarter in a total amount equal to its Available
Cash as defined in the Third Amended and Restated Agreement of Limited
Partnership (the "Partnership Agreement") for such quarter. Available Cash
generally means:
1. all cash on hand at the end of such quarter,
2. plus all additional cash on hand as of the date of determination
resulting from borrowings after the end of such quarter,
3. less the amount of cash reserves established by the General Partner in
its reasonable discretion.
In April 2005, the General Partner declared an increase in the
Partnership's regular quarterly distribution from $0.55 to $0.56 per limited
partner unit which was payable on May 18, 2005 to unit holders of record on May
10, 2005. The annualized distribution rate after the increase will be $2.24 per
limited partner unit. The amount of Available Cash needed annually to pay
distributions on all units and the general partner interests in Fiscal 2005,
2004 and 2003 was approximately $122 million, $118 million and $112 million,
respectively. Based upon the number of Partnership units outstanding on
September 30, 2005, the amount of Available Cash needed annually to pay
distributions on all units and the general partner interests is approximately
$129 million. A reasonable proxy for the amount of cash available for
distribution that is generated by the Partnership can be calculated by
subtracting from the Partnership's EBITDA interest expense and capital
expenditures needed to maintain operating capacity and adding back losses on
extinguishments of debt associated with refinancings. Partnership distributable
cash as calculated under this method for Fiscal 2005, 2004 and 2003 is as
follows:
25
Year Ended September 30, 2005 2004 2003
- ------------------------ ------ ------ ------
(Millions of dollars)
Net income $ 60.8 $ 91.9 $ 72.0
Income tax expense 1.5 0.2 0.6
Interest expense 79.9 83.2 87.2
Depreciation 68.2 75.5 70.4
Amortization 5.5 5.1 4.2
------ ------ ------
EBITDA 215.9 255.9 234.4
Interest expense (79.9) (83.2) (87.2)
Maintenance capital expenditures (19.3) (23.1) (22.0)
Loss on extinguishment of debt 33.6 -- 3.0
------ ------ ------
Distributable cash $150.3 $149.6 $128.2
------ ------ ------
Although distributable cash is a reasonable estimate of the amount of cash
available for distribution by the Partnership, it does not reflect, among other
things, the impact of changes in working capital and the amount of distributable
cash used to finance growth capital expenditures, which can significantly affect
cash available for distribution. Distributable cash 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.
Management believes distributable cash is a meaningful non-GAAP measure for
evaluating the Partnership's ability to declare and pay distributions pursuant
to the terms of the Partnership Agreement. The Partnership's definition of
distributable cash may be different from that used by other companies. The
ability of the Partnership to pay distributions 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 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, the cost of propane and changes in capital
market conditions.
26
CONTRACTUAL CASH OBLIGATIONS AND COMMITMENTS
The Partnership has certain contractual cash obligations that extend beyond
Fiscal 2005 including obligations associated with long-term debt, interest on
long-term fixed-rate debt, lease obligations and propane supply contracts. The
following table presents significant contractual cash obligations as of
September 30, 2005 (in millions of dollars):
Payments Due by Period
----------------------------------------------
1 year 2 - 3 4 - 5 After
Total or less years years 5 years
-------- ------- ------ ------ -------
Long-term debt $ 908.3 $116.3 $144.2 $218.1 $429.7
Interest on long-term fixed rate debt 429.8 74.2 116.2 87.7 151.7
Operating leases 208.0 43.6 68.5 46.5 49.4
Propane supply contracts 29.5 29.5 -- -- --
-------- ------ ------ ------ ------
Total $1,575.6 $263.6 $328.9 $352.3 $630.8
======== ====== ====== ====== ======
CASH FLOWS
OPERATING ACTIVITIES. Due to the seasonal nature of the Partnership's 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 Partnership's
investment in working capital, principally accounts receivable and inventories,
is generally greatest. The Partnership uses its Credit Agreement to satisfy its
seasonal operating cash flow needs. Cash flow from operating activities was
$184.1 million in Fiscal 2005, $177.7 million in Fiscal 2004 and $142.3 million
in Fiscal 2003. Cash flow from operating activities before changes in operating
working capital was $167.5 million in Fiscal 2005, $179.9 million in Fiscal 2004
and $156.4 million in Fiscal 2003. Changes in operating working capital provided
$16.6 million in Fiscal 2005 and used $2.2 million and $14.1 million of
operating cash flow in Fiscal 2004 and 2003, respectively. The cash provided by
operating working capital in Fiscal 2005 is largely due to the timing of
inventory purchases, increased propane product costs and the timing of customer
payments.
INVESTING ACTIVITIES. Cash flow used in investing activities was $55.4 million
in Fiscal 2005, $90.5 million in Fiscal 2004 and $72.5 million in Fiscal 2003.
We spent $62.6 million for property, plant and equipment (comprising $19.3
million of maintenance capital expenditures and $43.3 million of growth capital
expenditures) in Fiscal 2005 compared to expenditures of $61.7 million
(comprising maintenance capital expenditures of $23.1 million and growth capital
expenditures of $38.6 million) in Fiscal 2004. Proceeds received from disposals
of assets increased $4.6 million reflecting more strategic divestitures of
district locations during Fiscal 2005 than in Fiscal 2004. In November 2004, the
Partnership sold its 50% ownership interest in Atlantic Energy for $11.5
million. During Fiscal 2005, the Partnership acquired several propane
distribution businesses for total cash consideration of $22.7 million.
27
FINANCING ACTIVITIES. Cash flow used by financing activities was $70.1 million
in Fiscal 2005, $92.4 million in Fiscal 2004 and $71.3 million in Fiscal 2003.
The Partnership's financing activities are typically the result of repayments
and issuances of long-term debt, borrowings under our Credit Agreement,
issuances of Common Units and distributions on partnership interests.
In April 2005, the Partnership repaid $53.8 million of maturing AmeriGas
OLP First Mortgage Notes with the proceeds from a $35 million term loan
("AmeriGas OLP Term Loan") due October 1, 2006, borrowings under its Credit
Agreement and existing cash balances. In May 2005, the Partnership refinanced
$373.4 million of its outstanding 8.875% Senior Notes due 2011 through the
issuance of $415.0 million of 7.25% Senior Notes due 2015. In connection with
the Refinancing, the Partnership incurred a loss on early extinguishment of debt
totaling $33.6 million.
In September 2005, AmeriGas Partners sold 2,300,000 Common Units in an
underwritten public offering at a public offering price of $33.00 per unit. The
net proceeds of the public offering totaling $72.7 million and the associated
capital contributions from the General Partner were contributed to AmeriGas OLP
and used to reduce indebtedness under its Credit Agreement and for general
partnership purposes.
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 $303.6 million in 2005, $304.6 million
in 2004 and $284.3 million in 2003, include employee compensation and benefit
expenses of employees of the General Partner and general and administrative
expenses.
UGI Corporation ("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 $13.1 million in 2005, $11.3 million
in 2004 and $8.3 million in 2003. In addition, UGI and certain of its
subsidiaries (excluding Atlantic Energy which is discussed separately) provide
office space and automobile liability insurance and sold propane to the
Partnership. These costs totaled $3.8 million in 2005, $3.0 million in 2004 and
$1.7 million in 2003.
Prior to the November 2004 sale of our 50% ownership interest in Atlantic
Energy, we purchased propane on behalf of Atlantic Energy. Atlantic Energy
reimbursed AmeriGas OLP for its purchases plus interest as Atlantic Energy sold
such propane to third parties or to AmeriGas OLP itself. The total dollar value
of propane purchased on behalf of Atlantic Energy was $2.4 million in 2005, all
of which occurred prior to the sale of our ownership interests. The total dollar
value of propane purchased on behalf of Atlantic Energy was $30.0 million in
2004 and $17.2 million in 2003, respectively. AmeriGas OLP still purchases
propane from Atlantic Energy, now owned by a subsidiary of UGI. Purchases of
propane by AmeriGas OLP from Atlantic Energy during 2005, 2004 and 2003 totaled
$27.8 million, $29.3 million and $23.9 million, respectively.
28
In November 2004, in conjunction with the sale of our 50% ownership
interest in Atlantic Energy, UGI Asset Management, Inc. and AmeriGas OLP entered
into a Product Sales Agreement whereby UGI Asset Management, Inc. has agreed to
sell and AmeriGas OLP has agreed to purchase a specified amount of propane
annually at the Atlantic Energy terminal in Chesapeake, Virginia. The Product
Sales Agreement took effect on April 1, 2005 and will continue for an initial
term of five years with an option to extend the agreement for up to an
additional five years. The price to be paid for product purchased under the
agreement will be determined annually using a contractual formula that takes
into account published index prices and the locational value of deliveries at
the Atlantic Energy terminal.
Prior to the sale of Atlantic Energy, the General Partner also provided it
with other services including accounting, insurance and other administrative
services and was reimbursed for the related costs. Such costs were not material
during Fiscal 2005, 2004 or 2003. In addition, AmeriGas OLP entered into product
cost hedging contracts on behalf of Atlantic Energy. When these contracts were
settled, AmeriGas OLP was reimbursed the cost of any losses by, or distributed
the proceeds of any gains to, Atlantic Energy.
Amounts due to Atlantic Energy at September 30, 2005 totaled $2.5 million,
which is included in accounts payable - related parties in the Consolidated
Balance Sheet. Amounts due from Atlantic Energy at September 30, 2004 totaled
$2.8 million, which is included in accounts receivable - related parties in the
Consolidated Balance Sheet.
The Partnership sold propane to certain affiliates of UGI. Such amounts
were not material during Fiscal 2005, 2004 or 2003.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off balance sheet arrangements that are expected to have
an effect on the Partnership's financial condition, change in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources.
MARKET RISK DISCLOSURES
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 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
reduce the volatility 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. Over-the-counter derivative commodity
29
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 derivative commodity contracts, we carefully monitor
established credit limits with the 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 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 includes borrowings under AmeriGas OLP's Credit
Agreement and the AmeriGas OLP Term Loan. These agreements have interest rates
that are generally indexed to short-term market interest rates. At September 30,
2005 and 2004, there were no borrowings outstanding under the Credit Agreement.
Based upon weighted average borrowings outstanding under these agreements during
Fiscal 2005 and Fiscal 2004, an increase in short-term interest rates of 100
basis points (1%) would have increased our interest expense by approximately
$0.4 million in 2005 and $0.2 million in 2004.
The remainder of our debt outstanding is subject to fixed rates of
interest. A 100 basis point increase in market interest rates would result in
decreases in the fair value of this fixed-rate debt of $42.1 million and $36.7
million at September 30, 2005 and 2004, respectively. A 100 basis point decrease
in market interest rates would result in increases in the fair market value of
this debt of $45.5 million and $38.9 million at September 30, 2005 and 2004,
respectively.
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 near-term 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 September 30, 2005 and 2004. 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) interest rates on
ten-year U.S. treasury notes:
30
Change in Fair
Fair Value Value
---------- --------------
(Millions of dollars)
September 30, 2005
Propane commodity price risk $50.6 $(19.5)
Interest rate risk (3.9) (3.9)
September 30, 2004
Propane commodity price risk $13.1 $(13.8)
Interest rate risk (1.7) (3.7)
Because the Partnership's derivative instruments generally qualify as
hedges under Statement of Financial Accounting Standards ("SFAS") No. 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.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of financial statements and related disclosures in
compliance with generally accepted accounting principles requires the selection
and application of appropriate accounting principles to the relevant facts and
circumstances of the Partnership's operations and the use of estimates made by
management. The Partnership has identified the following critical accounting
policies that are most important to the portrayal of the Partnership's financial
condition and results of operations. Changes in these policies could have a
material effect on the financial statements. The application of these accounting
policies necessarily requires management's most subjective or complex judgments
regarding estimates and projected outcomes of future events which could have a
material impact on the financial statements. Management has reviewed these
critical accounting policies, and the estimates and assumptions associated with
them, with its Audit Committee. In addition, management has reviewed the
following disclosures regarding the application of these critical accounting
policies with the Audit Committee.
LITIGATION ACCRUALS. The Partnership is involved in litigation regarding pending
claims and legal actions that arise in the normal course of its business. In
accordance with accounting principles generally accepted in the United States of
America, the Partnership establishes reserves for pending claims and legal
actions when it is probable that a liability exists and the amount or range of
amounts can be reasonably estimated. Reasonable estimates involve management
judgments based on a broad range of information and prior experience. These
judgments are reviewed quarterly as more information is received and the amounts
reserved are updated as necessary. Such estimated reserves may differ materially
from the actual liability and such reserves may change materially as more
information becomes available and estimated reserves are adjusted.
31
DEPRECIATION AND AMORTIZATION OF LONG-LIVED ASSETS. We compute depreciation on
property, plant and equipment on a straight-line basis over estimated useful
lives generally ranging from 2 to 40 years. We also use amortization methods and
determine asset values of intangible assets other than goodwill using reasonable
assumptions and projections. Changes in the estimated useful lives of property,
plant and equipment and changes in intangible asset amortization methods or
values could have a material effect on our results of operations. As of
September 30, 2005, our net property, plant and equipment totaled $584.5
million. Depreciation expense of $68.2 million was recorded during Fiscal 2005.
PURCHASE PRICE ALLOCATION. From time to time, we enter into material business
combinations. In accordance with SFAS No. 141, "Business Combinations" ("SFAS
141"), the purchase price is allocated to the various assets and liabilities
acquired at their estimated fair value. Fair values of assets and liabilities
are based upon available information and may involve us engaging an independent
third party to perform an appraisal. Estimating fair values can be a complex and
judgmental area and most commonly impacts property, plant and equipment and
intangible assets, including those with indefinite lives. Generally, we have, if
necessary, up to one year from the acquisition date to finalize the purchase
price allocation.
32
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Below is a listing of recently issued accounting pronouncements by the
Financial Accounting Standards Board. None of them have or are expected to have
a material effect on our financial position or results of operations. SFAS No.
154 applies only to changes in accounting and corrections of errors. See Note 2
to the Consolidated Financial Statements for additional discussion of such
pronouncements.
TITLE OF GUIDANCE MONTH OF ISSUE
- --------------------------------------------------------------- --------------
SFAS No. 154, "Accounting Changes and Error Corrections" May 2005
Interpretation No. 47, "Accounting for Conditional Asset March 2005
Retirement Obligations"
SFAS No. 123 (revised 2004), "Share-Based Payment" December 2004
SFAS No. 153, "Exchanges of Nonmonetary Assets - An Amendment December 2004
of APB Opinion No. 29, Accounting for Nonmonetary Transactions"
33
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
"Quantitative and Qualitative Disclosures About Market Risk" are contained
in Management's Discussion and Analysis of Financial Condition and Results of
Operations under the caption "Market Risk Disclosures" and are incorporated here
by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Management's Annual Report on Internal Control Over Financial Reporting and
the financial statements and financial statement schedules referred to in the
index contained on pages F-2 and F-3 of this report are incorporated herein by
reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
(a) The General Partner's management, with the participation of the Chief
Executive Officer and Chief Financial Officer, evaluated the effectiveness
of the Partnership's 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
Partnership's 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 SEC's rules and forms and (ii)
accumulated and communicated to management including the Chief Executive
Officer and Chief Financial Officer, as appropriate to allow timely
decisions regarding disclosure.
(b) For "Management's Annual Report on Internal Control Over Financial
Reporting" and the related report of PricewaterhouseCoopers LLP, our
Independent Registered Public Accounting Firm, see Item 8 of this Report
(which information is incorporated herein by reference).
(c) No change in the Partnership's internal control over financial reporting
occurred during the Partnership's most recent fiscal quarter that has
materially affected, or is reasonably likely to materially affect, the
Partnership's internal control over financial reporting.
34
ITEM 9B. OTHER INFORMATION
None.
35
PART III:
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER
We do not directly employ any persons responsible for managing or operating
the Partnership. The General Partner and UGI provide such services and are
reimbursed for direct and indirect costs and expenses including all compensation
and benefit costs. See "Certain Relationships and Related Transactions" and Note
12 to the Partnership's Consolidated Financial Statements.
The Board of Directors of the General Partner has an Audit Committee
consisting of three individuals, currently, Messrs. Marrazzo, Pratt and Vincent.
Each member of the Audit Committee is "independent" as defined by the New York
Stock Exchange listing standards. In addition, the Board of Directors of the
General Partner has determined that all members of the Audit Committee qualify
as "audit committee financial experts" within the meaning of the Securities and
Exchange Commission regulations. The Board of Directors considered Mr. Vincent's
professional experience to be "other relevant experience" within the meaning of
the applicable regulations. See "Directors and Executive Officers of the General
Partner" below, for a description of Mr. Vincent's professional experience.
The Audit Committee has the authority to (i) make determinations or review
determinations made by management in transactions that require special approval
by the Committee under the terms of the Partnership Agreement and (ii) at the
request of the General Partner, review specific matters as to which the General
Partner believes there may be a conflict of interest, in order to determine if
the resolution of such conflict is fair and reasonable to the Partnership. In
addition, the Audit Committee acts on behalf of the Board of Directors in
fulfilling its responsibility to:
- oversee the financial reporting process and the adequacy of controls
relative to financial and business risk;
- monitor the independence of the Partnership's independent accountants
and the performance of the independent accountants and internal audit
staff; and
- provide a means for open communication among the independent
accountants, management, internal audit staff and the Board of
Directors.
The Audit Committee has sole authority to appoint, retain, fix the
compensation of and oversee the work of the independent auditors. A copy of the
current charter of the Audit Committee is posted on the Partnership's website,
www.amerigas.com; see "Investor Relations - Corporate Governance."
The General Partner has adopted a Code of Ethics for the Chief Executive
Officer and Senior Financial Officers that applies to the General Partner's
Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer.
The Code of Ethics is included as an exhibit to
36
this Report and is posted on the Partnership's website, www.amerigas.com; see
"Investor Relations - Corporate Governance." Copies of all corporate governance
documents posted on the Partnership's website are available free of charge by
writing to Robert W. Krick, Vice President and Treasurer, AmeriGas Propane,
Inc., P. O. Box 965, Valley Forge, PA 19482.
DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER
The following table sets forth certain information with respect to the
directors and executive officers of the General Partner. AmeriGas, Inc., as the
sole shareholder of the General Partner, elects directors annually. AmeriGas,
Inc. is a wholly owned subsidiary of UGI. Executive officers are elected for
one-year terms. There are no family relationships between any of the directors
or any of the executive officers or between any of the executive officers and
any of the directors.
NAME AGE POSITION WITH THE GENERAL PARTNER
- ---- --- ---------------------------------
Lon R. Greenberg 55 Chairman and Director
Eugene V. N. Bissell 52 President, Chief Executive Officer
and Director
John L. Walsh 50 Vice Chairman and Director
Thomas F. Donovan 72 Director
Richard C. Gozon 67 Director
William J. Marrazzo 56 Director
Gregory A. Pratt 57 Director
James W. Stratton 69 Director
Roger B. Vincent 60 Director
William D. Katz 52 Vice President - Human Resources
Robert H. Knauss 52 Vice President, General Counsel and
Corporate Secretary
David L. Lugar 48 Vice President - Supply and Logistics
Carey M. Monaghan 54 Vice President - Sales and Marketing
Jerry E. Sheridan 40 Vice President - Finance and
Chief Financial Officer
37
William J. Stanczak 50 Controller and Chief Accounting Officer
Mr. Greenberg is a director (since 1994) and Chairman of the General
Partner. He previously served as President and Chief Executive Officer of the
General Partner from 1996 until July 2000. He is also a director (since 1994),
Chairman (since 1996) and Chief Executive Officer (since 1995) of UGI
Corporation, having previously been Senior Vice President - Legal and Corporate
Development of UGI (1989 to 1994). Mr. Greenberg previously served as Vice
President and General Counsel of AmeriGas, Inc. (1984 to 1994). He also serves
as a director of UGI Utilities, Inc. and Aqua America, Inc.
Mr. Bissell is President, Chief Executive Officer and a director of the
General Partner (since July 2000). He previously served as Senior Vice President
- - Sales and Marketing of the General Partner (October 1999 to July 2000), having
served as Vice President - Sales and Operations (1995 to 1999). Previously, he
was Vice President - Distributors and Fabrication, BOC Gases (1995), having been
Vice President - National Sales (1993 to 1995) and Regional Vice President
(Southern Region) for Distributor and Cylinder Gases Division, BOC Gases (1989
to 1993). From 1981 to 1987, Mr. Bissell held various positions with UGI
Corporation and its subsidiaries, including Director, Corporate Development. He
is a member of the Board of Directors of the National Propane Gas Association
and a member of the Kalamazoo College Board of Trustees.
Mr. Walsh is Vice Chairman and a director of the General Partner (since
April 2005). He is also President, Chief Operating Officer and a director of UGI
Corporation and he serves as Vice Chairman and a director of UGI Utilities, Inc.
(since April 2005). He previously served as Chief Executive of the Industrial
and Special Products division and executive director of BOC Group PLC
(industrial gases) (2001 to 2005). From 1986 to 2001, he held various senior
management positions with the BOC Group. Prior to joining BOC, Mr. Walsh was a
Vice President of UGI's industrial gas division prior to its sale to BOC in
1989. From 1981 until 1986, Mr. Walsh held several management positions with
affiliates of UGI.
Mr. Donovan was elected a director of the General Partner on April 25,
1995. He retired as Vice Chairman of Mellon Bank on January 31, 1997, a position
he had held since 1988. He continues to serve as a director of UGI Corporation
and UGI Utilities, Inc.
Mr. Gozon was elected a director of the General Partner on February 24,
1998. He retired as Executive Vice President of Weyerhaeuser Company in 2002 (an
integrated forest products company) and Chairman of Norpac (North Pacific Paper
Company, a joint venture with Nippon
38
Paper Industries), positions he had held since 1994. Mr. Gozon was formerly a
director (1984 to 1993), President and Chief Operating Officer of Alco Standard
Corporation (a provider of paper and office products) (1988 to 1993); Executive
Vice President and Chief Operating Officer (1988), President (1985 to 1987) of
Paper Corporation of America. He also serves as a director of UGI Corporation,
UGI Utilities, Inc., AmeriSource Bergen Corp., and Triumph Group, Inc.
Mr. Marrazzo was elected a director of the General Partner on April 23,
2001. He is Chief Executive Officer and President of WHYY, Inc., a public
television and radio company in the nation's fourth largest market (since 1997).
Previously, he was Chief Executive Officer and President of Roy F. Weston, Inc.
(1988 to 1997); Water Commissioner for the Philadelphia Water Department (1971
to 1988) and Managing Director for the City of Philadelphia (1983 to 1984). He
also serves as a director of American Water Corporation and Woodard & Curran
Engineers.
Mr. Pratt was elected a director of the General Partner on May 24, 2005. He
is Vice Chairman and a director of OAO Technology Solutions, Inc. (OAOT), an
information technology and professional services company (2002 to present). He
joined OAOT in 1998 as President and CEO after OAOT acquired Enterprise
Technology Group, Inc., a software engineering firm founded by Mr. Pratt. Mr.
Pratt served as President and COO of Intelligent Electronics, Inc. from 1991
through 1996, and was co-founder, and served as CFO and President of Atari/(US)
Corporation from 1984 through 1991.
Mr. Stratton was elected a Director of the general partner on April 25,
1995. He has been the Chairman, Chief Executive Officer and a Director of
Stratton Management Company (investment advisory and financial consulting firm)
since 1972. In addition, Mr. Stratton is a Director of UGI Corporation, UGI
Utilities Inc., Stratton Growth Fund, Inc., Stratton Monthly Dividend REIT
Shares, Inc., and Stratton Small-Cap Value Fund.
Mr. Vincent was elected a Director of the general partner on January 8,
1998. He is President of Springwell Corporation, a corporate finance advisory
firm located in New York (since 1989). Mr. Vincent is also a Director of the ING
Funds, ING Prime Rate Trust, ING Global Equity Dividend and Premium Opportunity
Fund, ING Global Advantage and Premium Opportunity Fund.
Mr. Katz is Vice President - Human Resources of the General Partner (since
December 1999), having served as Vice President - Corporate Development (1996 to
1999). Previously, he was Vice President - Corporate Development of UGI
Corporation (1995 to 1996). Prior to joining UGI Corporation, Mr. Katz was
Director of Corporate Development with Campbell Soup Company for over five
years. He also practiced law for approximately 10 years, first with the firm of
Jones, Day, Reavis & Pogue, and later in the Legal Department at Campbell Soup
Company.
Mr. Knauss is Vice President and General Counsel of the General Partner
(since October 2003) and UGI Corporation (since September 2003). He is also
Corporate Secretary of the General Partner (since 1994). Prior to October 2003,
Mr. Knauss served as Vice President - Law and Associate General Counsel of the
General Partner (1996 to 2003). Previously he was Group
39
Counsel - Propane (1989 to 1996) of UGI Corporation. He joined UGI Corporation
as Associate Counsel in 1985. Before joining UGI Corporation, Mr. Knauss was an
associate at the firm of Ballard, Spahr, Andrews & Ingersoll in Philadelphia,
Pennsylvania.
Mr. Lugar is Vice President - Supply and Logistics of the General Partner
(since September 2000). Previously, he served as Director - NGL Marketing for
Conoco, Inc., where he spent 20 years in increasingly responsible positions in
propane marketing, operations, and supply.
Mr. Monaghan is Vice President - Sales and Marketing of the General Partner
(since May 2000). Prior to joining the General Partner, he was Vice
President-General Manager, Dry Soup for Campbell Soup Company (since 1997),
where he also served as a Business Director and General Manager of a number of
Campbell Soup Divisions for the 10 prior years.
Mr. Sheridan is Vice President-Finance and Chief Financial Officer of the
General Partner (since August 2005). From 2003 to 2005, he served as President
and Chief Executive Officer of Potters Industries, Inc., a global manufacturer
of engineered glass materials and a wholly-owned subsidiary of PQ Corporation.
In addition, Mr. Sheridan served as Executive Vice President (2003 to 2005) and
as Vice President and Chief Financial Officer (1999 to 2003) of PQ Corporation,
a global producer of inorganic specialty chemicals.
Mr. Stanczak is Controller and Chief Accounting Officer of the General
Partner (since September 2004). Previously he held the position of
Director-Corporate Accounting and Reporting of UGI Corporation (2003 to 2004).
Mr. Stanczak also served as Controller of the Gas Utility Division of UGI
Utilities, Inc., a subsidiary of UGI Corporation, from 1991 to 2003.
DIRECTOR INDEPENDENCE
The Board of Directors of the General Partner has determined that, other
than Messrs. Bissell, Greenberg and Walsh, no director has a material
relationship with the Partnership and each is an "independent director" as
defined under the rules of the New York Stock Exchange. The Board of Directors
has established the following guidelines to assist it in determining director
independence:
(i) service by a director on the Board of Directors of UGI Corporation and
its subsidiaries in and of itself will not be considered to result in
a material relationship between such director and the Partnership;
(ii) if a director serves as an officer, director or trustee of a
non-profit organization, charitable contributions to that organization
by the Partnership and its affiliates in an amount up to $50,000 per
year will not be considered to result in a material relationship
between such director and the Partnership;
(iii) service by a director or his immediate family member as a
non-management director of a company that does business with the
Partnership or an affiliate of the Partnership will not be considered
to result in a material relationship between such director and the
Partnership where the business is done in the ordinary course of the
Partnership's or affiliate's business and on substantially the same
terms and conditions as would be available to similarly situated
customers; and
40
(iv) service by a director or his immediate family member as an executive
officer or employee of a company that makes payments to, or receives
payments from, the Partnership or its affiliates for property or
services in an amount which, in any of the last three fiscal years,
does not exceed the greater of $1 million or 2% of such other
company's consolidated gross revenues, will not be considered to
result in a material relationship between such director and the
Partnership.
NON-MANAGEMENT DIRECTORS
Non-management directors meet at regularly scheduled executive sessions
without management present. As provided in the General Partner's Principles of
Corporate Governance, the Chairman of the Corporate Governance Committee, Mr.
Stratton, presides over these meetings. The General Partner's Principles of
Corporate Governance are available on the Partnership's website at
www.amerigas.com\Investor Relations & Corporate Governance\Principles of
Corporate Governance.
COMMUNICATIONS WITH THE BOARD OF DIRECTORS AND NON-MANAGEMENT DIRECTORS
Interested persons wishing to communicate directly with the Board of
Directors or the non-management directors as a group may do so by sending
written communications addressed to them c/o AmeriGas Propane, Inc., P.O. Box
965, Valley Forge, PA 19482. Any communications directed to the Board of
Directors or the non-management directors as a group from employees or others
that concern complaints regarding accounting, internal controls or auditing
matters will be handled in accordance with procedures adopted by the Audit
Committee of the Board.
All other communications directed to the Board of Directors or the
non-management directors as a group are initially reviewed by the General
Counsel. The Chairman of the Corporate Governance Committee is advised promptly
of any such communication that alleges misconduct on the part of management or
raises legal, ethical or compliance concerns about the policies or practices of
the General Partner.
On a periodic basis, the Chairman of the Corporate Governance Committee receives
updates on other communications that raise issues related to the affairs of the
Partnership but do not fall into the two prior categories. The Chairman of the
Corporate Governance Committee determines which of these communications he would
like to review. The Corporate Secretary maintains a log of all such
communications that is available for review for one year upon request of any
member of the Board.
Typically, the General Partner does not forward to the Board of Directors
communications from Unitholders or other parties which are of a personal nature
or are not related to the duties and responsibilities of the Board, including
junk mail, customer complaints, job inquiries, surveys and polls, and business
solicitations.
41
These procedures have been posted on the Partnership's website at
www.amerigas.com\Investor Relations & Corporate Governance\Contact AmeriGas
Propane, Inc. Board of Directors.
SECTION 16(A) - BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the directors
and certain officers of the General Partner and any 10% beneficial owners of the
Partnership to send reports of their beneficial ownership of Common Units and
changes in beneficial ownership to the Securities and Exchange Commission. Based
on our records, we believe that during Fiscal 2005 all of such reporting persons
complied with all Section 16(a) filing requirements applicable to them.
ITEM 11. EXECUTIVE COMPENSATION
The following table shows cash and other compensation paid or accrued to
the General Partner's Chief Executive Officer and each of its four other most
highly compensated executive officers, (collectively, the "Named Executives")
for the last three fiscal years.
SUMMARY COMPENSATION TABLE
LONG TERM COMPENSATION
--------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------------ ------------------------- ----------
OTHER SECURITIES
ANNUAL RESTRICTED UNDERLYING LTIP ALL OTHER
NAME AND PRINCIPAL FISCAL COMPENSATION UNIT/STOCK OPTIONS / PAYOUTS COMPENSATION
POSITION YEAR SALARY BONUS (1) (2) AWARDS (3) SARS(4) (4A) (5)
- ---------------------- ------ -------- ---------- ------------ ---------- ---------- ---------- ------------
Eugene V. N. Bissell, 2005 $399,442 $ 306,000 $ 2,250 $ 296,000(a) 96,000 $ 0 $ 86,164
President and Chief 2004 $383,458 $ 480,602 $ 3,052 $ 420,150 104,000 $ 0 $ 95,329
Executive Officer 2003 $372,080 $ 245,281 $ 2,520 $ 238,500 105,000 $ 0 $ 67,525
$ 238,500
Lon R. Greenberg, 2005 $874,565 $1,634,000 $16,724 $1,227,000(b) 350,000 $5,194,121 $119,346
Chairman (6) 2004 $801,788 $1,179,856 $13,649 $1,186,500 360,000 $ 0 $ 68,344
2003 $757,008 $1,075,981 $12,824 $ 972,140 360,000 $ 0 $ 53,494
John L. Walsh, Vice 2005 $261,702 $405,015 $80,136 $ 114,800(c) 270,000 $ 0 $ 5,888
Chairman (6) (7) $ 344,400(c)
$ 688,800(c)
$ 918,400(d)
William D. Katz, 2005 $213,965 $ 104,158 $ 3,205 $ 59,200(a) 20,000 $ 0 $ 38,552
Vice President - Human 2004 $202,023 $ 150,500 $ 7,605 $ 64,423 24,000 $ 0 $ 39,444
Resources 2003 $194,038 68,211 $ 1,350 $ 47,700 24,000 $ 0 $ 29,909
$ 47,700
Robert H. Knauss, Vice 2005 $260,113 $ 255,996 $ 1,800 $ 163,600(b) 40,000 $ 0 $ 15,953
President and General 2004 $221,960 $ 181,010 $ 1,913 $ 101,700 38,000 $ 0 $ 9,696
Counsel (6) 2003 $202,143 $ 71,032 $ 1,838 $ 47,700 24,000 $ 0 $ 31,387
$ 47,700
(1) Messrs. Greenberg, Walsh and Knauss participate in the UGI Annual Bonus
Plan. Messrs. Bissell and Katz participate in the AmeriGas Propane, Inc.
Annual Bonus Plan. Awards under both Plans are for the year
42
reported, regardless of the year paid. Awards under both Plans are based on
the achievement of business and/or financial performance objectives that
support business plans and goals.
(2) Amounts represent tax payment reimbursements benefits, except for Mr.
Walsh, whose amount represents reimbursement of relocation expenses.
(3)(a) Effective January 1, 2005, the Board of Directors of AmeriGas Propane,
Inc. approved phantom performance-contingent restricted Common Unit awards
("Restricted Units") to the Named Executives, other than Messrs. Greenberg,
Walsh and Knauss, under the 2000 AmeriGas Propane, Inc. Long-Term Incentive
Plan. Each Restricted Unit represents the right to receive a Common Unit of
AmeriGas Partners or an amount based on the value of a Common Unit, if
specified performance goals and other conditions are met. Distribution
equivalents will accumulate on the Restricted Units awarded. These
distribution equivalents may be leveraged based on performance described
below. The award has a performance measurement period of January 1, 2005
through December 31, 2007. If the recipient ceases to be employed by the
General Partner before December 31, 2007, other than by reason of
retirement, disability or death, all awards of Restricted Units and
distribution equivalents will be forfeited. The performance requirement is
that the Partnership's total unitholder return ("TR") during the relevant
measurement period equals the median TR of a peer group of publicly traded
limited partnerships. The actual amount of the award may be higher or lower
than the original grant, or even zero, based on the Partnership's TR
percentile rank relative to that of the partnerships in the peer group. The
maximum payout potential is 200% of the original award. At the discretion
of the General Partner, Restricted Unit awards may be paid out in Common
Units, in cash, or in a combination of Units and cash.
(b) Effective January 1, 2005, the Board of Directors of UGI approved
performance unit awards ("Performance Units") to Messrs. Greenberg and
Knauss under the UGI Corporation 2004 Omnibus Equity Compensation Plan
("2004 Plan"). Each Performance Unit represents the right to receive a
share of UGI Common Stock ("Stock") or an amount based on the value of a
share of Stock, if specified performance goals and other conditions are
met. The Performance Unit awards have a performance measurement period of
January 1, 2005 through December 31, 2007. Dividend equivalents will
accumulate on the Performance Units. These dividend equivalents will also
be leveraged based on UGI's total shareholder return ("TSR") performance as
described below and distributed when the performance period on the
Performance Units ends on December 31, 2007. If the recipient ceases to be
employed by the Company before December 31, 2007, other than by reason of
retirement, death or disability, awards of Performance Units and dividend
equivalents will be forfeited. The performance requirement is that UGI's
TSR during the performance period equals the median of a peer group. The
peer group is the group of companies that comprises the S&P Utilities
Index. The actual amount of the award may be higher or lower than the
original grant, or even zero, based on UGI's TSR percentile rank relative
to the companies in the S&P Utilities Index. The maximum payout potential
is 200% of the original award. The maximum number of shares to be issued in
respect of awards of Performance Units will be the target number of shares
originally awarded. All leverage on Performance Unit awards will be paid in
cash.
(c) Effective April 1, 2005, the Board of Directors of UGI approved an award of
50,000 Performance Units under the 2004 Plan to Mr. Walsh. Each Performance
Unit represents the right of Mr. Walsh to receive a share of Stock or an
amount based on the value of a share of Stock, if specified performance
goals and other conditions are met. Dividend Equivalents will accumulate on
the Performance Units awarded. The Units have separate performance
measurement periods as follows: 5,000 Units - January 1, 2003 through
December 31, 2005; 15,000 Units - January 1, 2004 through December 31,
2006; and 30,000 Units - January 1, 2005 through December 31, 2007. The
performance requirement is the same as the TSR performance described above.
43
(d) Effective April 1, 2005, the Board of Directors of UGI also approved
an award of 40,000 Stock Units with Dividend Equivalents under the 2004
Plan to Mr. Walsh. Each Stock Unit represents the right of Mr. Walsh to
receive a share of Stock or an amount based on the value of a share of
Stock after the expiration of a restriction period. The restriction period
will end on March 31, 2007. At UGI's discretion, restricted Stock Unit
awards may be paid out in stock, cash or a combination of stock and the
cash and the corresponding accumulated Dividend Equivalents will be paid in
cash. If Mr. Walsh ceases to be employed by UGI or its affiliates before
the end of the applicable restriction period, other than or by reason of
retirement, death or disability, the Stock Units and Dividend Equivalents
will be forfeited.
The dollar values shown in the Restricted Unit/Stock Awards column of the
table above for all years represent the aggregate value of each award on
the date of grant, determined by multiplying the number of Restricted Units
awarded by the closing price of a Common Unit of AmeriGas Partners, or in
the case of Messrs. Greenberg, Walsh and Knauss, the number of Performance
Units and Stock Units awarded by the closing price of UGI Common Stock, on
the New York Stock Exchange on the effective dates of the respective
grants.
Based on the closing price of AmeriGas Partners, L.P. Common Units on the
New York Stock Exchange on September 30, 2005, Mr. Bissell's 35,000
Restricted Units had a market value of $1,126,300, Mr. Knauss' 2,000
Restricted Units had a market value of $64,360 and Mr. Katz's 6,300
Restricted Units had a market value of $202,734. Based on the closing stock
price of UGI Common Stock on the New York Stock Exchange on September 30,
2005, Mr. Greenberg's 208,000 restricted shares and Performance Units had a
combined market value of $5,855,200; Mr. Walsh's 90,000 Performance Units
and Stock Units had a combined market value of $2,533,500; and Mr. Knauss'
14,000 Performance Units had a market value of $394,100.
(4)(A)Effective January 1, 2002, The Board of Directors of UGI approved three
awards of restricted shares to Mr. Greenberg under the UGI Corporation 2000
Stock Incentive Plan. Dividend equivalents accumulated on the restricted
shares awarded and were subject to leverage based on UGI's TSR for the
performance period established for each award. The performance periods were
as follows: January 1, 2002 through December 31, 2002; January 1, 2002
through December 31, 2003; and January 1, 2002 through December 31, 2004.
The restriction period for all three awards ended on December 31, 2004. UGI
ranked first in TSR in its peer group (the companies in the S&P 500
Utilities Index) for each performance period. Accordingly, the maximum
payout potential of 200% of the original awards was earned. The LTIP Payout
column in the Summary Compensation Table above reflects the cash paid in
respect of the leverage above 100% of the original awards of restricted
stock.
(5) The amounts represent contributions by the General Partner or UGI in
accordance with the provisions of the AmeriGas Propane, Inc. Employee
Savings Plan (the "AmeriGas Employee Savings Plan"), the UGI Utilities,
Inc. Employee Savings Plan (the "UGI Employee Savings Plan"), allocations
under the UGI Corporation Supplemental Executive Retirement Plan (the "UGI
Executive Retirement Plan"), and/or allocations under the AmeriGas Propane,
Inc. Supplemental Executive Retirement Plan (the "AmeriGas Executive
Retirement Plan"). During fiscal years 2005, 2004 and 2003, the following
contributions were made to the Named Executives: (i) under the AmeriGas
Employee Savings Plan: Mr. Bissell, $10,606, $9,673, and $8,541 and Mr.
Katz, $10,439, $9,952 and $10,064; (ii) under the UGI Employee Savings
Plan: Mr. Greenberg, $4,613, $4,500 and $4,500; (iii) under the UGI
Executive Retirement Plan: Mr. Greenberg, $114,733, $63,844 and $48,994;
(iv) under the AmeriGas Executive Retirement Plan: Mr. Bissell, $75,558,
$85,656 and $58,984 and Mr. Katz, $28,113 $29,492 and $19,845. Mr. Knauss
became an employee of UGI Corporation on October 1, 2003. During fiscal
year 2003, the following contributions were made to Mr. Knauss: (i) under
the AmeriGas Employee Savings Plan: $10,029; and (ii) under the AmeriGas
Executive Retirement Plan: $21,358. During fiscal years 2005 and 2004, the
following contributions were made to Mr. Knauss (i) under the UGI Employee
Savings Plan: $4,613 and $4,500; and (ii) under the UGI Executive
Retirement Plan: $11,340 and $5,196. Mr. Walsh became an employee of UGI on
April 1, 2005. For fiscal year 2005, UGI made contributions to Mr. Walsh of
$941 under the UGI Employee Savings Plan and $4,947 under the UGI Executive
Retirement Plan.
44
(6) Compensation reported for Messrs. Greenberg, Walsh and Knauss is paid by
UGI Corporation and is attributable to their respective positions with UGI.
(7) Mr. Walsh joined the General Partner on April 1, 2005.
OPTION EXERCISES IN LAST FISCAL YEAR
The following table shows information on UGI stock option exercises in the last
fiscal year for each of the Named Executives.
UGI STOCK OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES (1)
NUMBER OF SECURITIES
SHARES UNDERLYING VALUE OF UNEXERCISED
ACQUIRED UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS
ON FISCAL YEAR END (#) AT FISCAL YEAR END (2)
EXERCISE VALUE --------------------------- ---------------------------
NAME (#) REALIZED (3) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------- -------- ------------ ----------- ------------- ----------- -------------
Eugene V. N. Bissell 70,000 $ 737,975 34,666 200,334 $ 386,873 $2,056,347
Lon R. Greenberg 800,000 $13,626,835 720,000 710,000 $11,540,400 $7,236,000
John L. Walsh 0 $ 0 0 270,000 $ 0 $1,412,100
William D. Katz 16,000 $ 151,096 8,000 44,000 $ 89,280 $ 456,800
Robert H. Knauss 24,000 $ 395,617 28,666 73,334 $ 390,633 $ 714,567
(1) Information shown reflects a 2-for-1 stock split effective May 24, 2005.
(2) The closing price of UGI's Common Stock as reported on the New York Stock
Exchange Composite tape on September 30, 2005 was $28.15 and is used in
calculating the value of unexercised options.
(3) Value realized is calculated based on the difference between the option
exercise price and the closing market price of UGI's Common Stock on the
date of exercise multiplied by the number of shares to which the exercise
relates.
45
OPTION GRANTS IN LAST FISCAL YEAR
The following table shows information on grants of UGI stock options during
fiscal year 2005 to each of the Named Executives.
Option Grants in Last Fiscal Year (1)
Individual Grants
- -------------------------------------------------------------------------------------- Grant Date
Number of Value
Securities % of Total ----------
Underlying Options Granted Grant Date
Options to Employees in Exercise Present
Name Granted Fiscal Year (2) or Base Price Expiration Date Value (3)
- -------------------- ---------- ---------------- ------------- --------------- ----------
Eugene V. N. Bissell 96,000 6.25% $20.47 12/31/2014 $ 287,040
Lon R. Greenberg 350,000 22.78% $20.47 12/31/2014 $1,046,500
John L. Walsh 270,000 17.57% $22.92 3/31/2015 $ 950,400(4)
William D. Katz 20,000 1.30% $20.47 12/31/2014 $ 59,800
Robert H. Knauss 40,000 2.60% $20.47 12/31/2014 $ 119,600
(1) Option grants reflect a 2-for-1 stock split effective May 24, 2005.
(2) A total of 1,536,600 options were granted to employees and executive
officers of UGI and its subsidiaries, including the General Partner, during
fiscal year 2005 under the UGI 2004 Omnibus Equity Compensation Plan. Under
the Plan, the option exercise price is not less than 100% of the fair
market value of UGI's Common Stock on the effective date of the grant.
These options become exercisable in three equal annual installments
beginning on the first anniversary of the grant date. All options are
nontransferable and generally exercisable only while the optionee is
employed by UGI or an affiliate, with exceptions for exercise following
retirement, disability and death. Options are subject to adjustment in the
event of recapitalizations, stock splits, mergers, and other similar
corporate transactions affecting UGI's Common Stock.
(3) Based on the Black-Scholes options pricing model, the assumptions used in
calculating the grant date present value for all executives except John L.
Walsh, are as follows:
- - Three years of closing monthly stock price and dividend observations were
used to calculate the stock volatility and dividend yield assumptions.
- - Stock volatility 17.85%
- - Stock's dividend yield 4.17%
- - Length of option term 10 years
- - Annualized risk-free interest rate 4.48%
- - Discount for risk of forfeiture 3% per year
(4) Based on the Black-Scholes options pricing model, the assumption used in
calculating the grant date present value for Mr. Walsh is as follows:
46
- - Three years of closing monthly stock price and dividend observations were
used to calculate the stock volatility and dividend yield assumptions.
- - Stock volatility 17.1%
- - Stock's dividend yield 3.95%
- - Length of option term 10 years
- - Annualized risk-free interest rate 4.65%
- - Discount for risk of forfeiture 3 % per year
All options were granted at fair market value. The actual value, if any,
the executive may realize will depend on the excess of the stock price on
the date the option is exercised over the exercise price. There is no
assurance that the value realized by the executive will be at or near the
value estimated by the Black-Scholes model.
RETIREMENT BENEFITS
The following Pension Plan Benefits Table shows the annual benefits payable
upon retirement to Messrs. Greenberg, Knauss and Walsh under the Retirement
Income Plan for Employees of UGI Utilities, Inc. (the "Retirement Plan") and the
UGI Corporation Supplemental Executive Retirement Plan. The amounts shown assume
the executive retires in 2005 at age 65, and that the aggregate benefits are not
subject to statutory maximums. At September 30, 2005, Mr. Greenberg had 25 years
of credited service, Mr. Knauss had 18 years and Mr. Walsh had less than one
year of credited service under these plans. Messrs. Bissell and Katz have vested
annual retirement benefits of approximately $3,300 and $2,800, respectively,
based on prior credited service with UGI and its subsidiaries. Neither Mr.
Bissell nor Mr. Katz currently participates in the Retirement Plan.
47
PENSION PLAN BENEFITS TABLE
ANNUAL PLAN BENEFIT FOR YEARS CREDITED SERVICE SHOWN (2)
FINAL 5-YEAR
AVERAGE ANNUAL 5 10 15 20 25 30 35 40
EARNINGS (1) YEARS YEARS YEARS YEARS YEARS YEARS YEARS YEARS (3)
- -------------- -------- -------- -------- ---------- ---------- ---------- ---------- ----------
$ 200,000 $ 19,000 $ 38,000 $ 57,000 $ 76,000 $ 95,000 $ 114,000 $ 133,000 $ 136,800
$ 400,000 $ 38,000 $ 76,000 $114,000 $ 152,000 $ 190,000 $ 228,000 $ 266,000 $ 273,600
$ 600,000 $ 57,000 $114,000 $171,000 $ 228,000 $ 285,000 $ 342,000 $ 399,000 $ 410,400
$ 800,000 $ 76,000 $152,000 $228,000 $ 304,000 $ 380,000 $ 456,000 $ 532,000 $ 547,200
$1,000,000 $ 95,000 $190,000 $285,000 $ 380,000 $ 475,000 $ 570,000 $ 665,000 $ 684,000
$1,200,000 $114,000 $228,000 $342,000 $ 456,000 $ 570,000 $ 684,000 $ 798,000 $ 820,800
$1,400,000 $133,000 $266,000 $399,000 $ 532,000 $ 665,000 $ 798,000 $ 931,000 $ 957,600
$1,600,000 $152,000 $304,000 $456,000 $ 608,000 $ 760,000 $ 912,000 $1,064,000 $1,094,400
$1,800,000 $171,000 $342,000 $513,000 $ 684,000 $ 855,000 $1,026,000 $1,197,000 $1,231,200
$2,000,000 $190,000 $380,000 $570,000 $ 760,000 $ 950,000 $1,140,000 $1,330,000 $1,368,000
$2,200,000 $209,000 $418,000 $627,000 $ 836,000 $1,045,000 $1,254,000 $1,463,000 $1,504,800
$2,400,000 $228,000 $456,000 $684,000 $ 912,000 $1,140,000 $1,368,000 $1,596,000 $1,641,600
$2,600,000 $247,000 $494,000 $741,000 $ 988,000 $1,235,000 $1,482,000 $1,729,000 $1,778,400
$2,800,000 $266,000 $532,000 $798,000 $1,064,000 $1,330,000 $1,596,000 $1,862,000 $1,915,200
$3,000,000 $285,000 $570,000 $855,000 $1,140,000 $1,425,000 $1,710,000 $1,995,000 $2,052,000
(1) Consists of (i) base salary, commissions and cash payments under the Annual
Bonus Plan, and (ii) deferrals thereof permitted under the Code.
(2) Annual benefits are computed on the basis of straight life annuity amounts.
These amounts include pension benefits, if any, to which a participant may
be entitled as a result of participation in a pension plan of a subsidiary
during previous periods of employment. The amounts shown do not take into
account exclusion of up to 35% of the estimated primary Social Security
benefit. The Retirement Plan provides a minimum benefit equal to 25% of a
participant's final 12-months' earnings, reduced proportionately for less
than 15 years of credited service at retirement. The minimum Retirement
Plan benefit is not subject to Social Security offset.
(3) The maximum benefit under the Retirement Plan and the UGI Supplemental
Executive Retirement Plan is equal to 60% of a participant's highest
consecutive 12 months' earnings during the last 120 months.
SEVERANCE PAY PLAN FOR SENIOR EXECUTIVE EMPLOYEES
Named Executives Employed by UGI Corporation. The UGI Corporation Senior
Executive Employee Severance Pay Plan (the "UGI Severance Plan") assists certain
senior level employees of UGI, including Messrs. Greenberg, Walsh and Knauss, in
the event their employment is terminated without fault on their part. Benefits
are payable to a senior executive covered by the UGI Severance Plan if the
senior executive's employment is involuntarily
48
terminated for any reason other than for cause or as a result of the senior
executive's death or disability.
The UGI Severance Plan provides for cash payments equal to a participant's
compensation for a period of time ranging from 3 months to 15 months, depending
on length of service. In the case of Mr. Greenberg, the time period is 30
months; for Mr. Walsh, the range is from 12 months to 24 months. In addition, a
participant receives the cash equivalent of his or her target bonus under the
Annual Bonus Plan, pro-rated for the number of months served in the fiscal year.
However, if the termination occurs in the last two months of the fiscal year,
the Chief Executive Officer has the discretion to determine whether the
participant will receive a pro-rated target bonus, or the actual annual bonus
which would have been paid after the end of the fiscal year, assuming that the
participant's entire bonus was contingent on meeting the applicable financial
performance goal. Certain employee benefits are continued under the Plan for a
period of up to 15 months (30 months in the case of the Chief Executive Officer
and 24 months in the case of the President and Chief Operating Officer). UGI has
the option to pay a participant the cash equivalent of those employee benefits.
All payments under the Severance Plan can be reduced by an amount equal to the
fair market value of certain equity-based awards, other than stock options,
payable to the participant after the termination of employment.
In order to receive benefits under the UGI Severance Plan, a senior
executive is required to execute a release which discharges UGI and its
subsidiaries from liability for any claims the senior executive may have against
any of them, other than claims for amounts or benefits due to the executive
under any plan, program or contract provided by or entered into with UGI or its
subsidiaries. The senior executive is also required to ratify post-employment
activities agreements and to cooperate in attending to matters pending at the
time of his or her termination of employment.
Named Executives Employed by AmeriGas Propane. The AmeriGas Propane, Inc.
Executive Employee Severance Pay Plan (the "AmeriGas Severance Plan") assists
certain senior level employees of the General Partner including Messrs. Bissell
and Katz in the event their employment is terminated without fault on their
part. Specified benefits are payable to a senior executive covered by the
AmeriGas Severance Plan if the senior executive's employment is involuntarily
terminated for any reason other than for cause or as a result of the senior
executive's death or disability.
The AmeriGas Severance Plan provides for cash payments equal to a
participant's compensation for three months (6 months in the case of Mr.
Bissell). In addition, a participant receives the cash equivalent of his or her
target bonus under the Annual Bonus Plan, pro-rated for the number of months
served in the fiscal year. However, if the termination occurs in the last two
months of the fiscal year, the Chief Executive Officer has the discretion to
determine whether the participant will receive a pro-rated target bonus, or the
actual annual bonus which would have been paid after the end of the fiscal year,
assuming that the participant's entire bonus was contingent on meeting the
applicable financial performance goal. The Plan also provides for separation pay
equal to one day's pay per month of service, not to exceed 12 months'
compensation. The Plan provides for a minimum payment ranging from six to twelve
months' base salary, depending on the executive's employment grade. Certain
employee benefits are
49
continued under the Plan for a period not exceeding 15 months (18 months in the
case of Mr. Bissell). The General Partner has the option to pay a participant
the cash equivalent of those employee benefits. All payments under the Severance
Plan can be reduced by an amount equal to the fair market value of certain
equity-based awards, other than stock options, payable to the participant after
the termination of employment.
In order to receive benefits under the AmeriGas Severance Plan, a senior
executive is required to execute a release which discharges the General Partner
and its affiliates from liability for any claims the senior executive may have
against any of them, other than claims for amounts or benefits due to the
executive under any plan, program or contract provided by or entered into with
the General Partner or its affiliates. The senior executive is also required to
ratify post-employment activities agreements and to cooperate in attending to
matters pending at the time of his or her termination of employment.
CHANGE OF CONTROL ARRANGEMENTS
Named Executives Employed By UGI Corporation. Messrs. Greenberg, Walsh and
Knauss (the "UGI Named Executives") each have an agreement with UGI Corporation
which provides certain benefits in the event of a change of control. The
agreements are automatically extended for one-year terms, beginning in 2008
unless, prior to a change of control, UGI terminates an agreement. In the
absence of a change of control or termination by the Company, each agreement
will terminate when, for any reason, the executive terminates his or her
employment with UGI.
A change of control is generally deemed to occur if: (i) any person (other
than the executive, his or her affiliates and associates, UGI or any of its
subsidiaries, any employee benefit plan of UGI or any of its subsidiaries, or
any person or entity organized, appointed, or established by UGI or its
subsidiaries for or pursuant to the terms of any such employee benefit plan),
together with all affiliates and associates of such person, acquires securities
representing 20% or more of either (x) the then outstanding shares of common
stock of UGI or (y) the combined voting power of UGI's then outstanding voting
securities; (ii) individuals who at the beginning of any 24-month period
constitute the Board of Directors (the "Incumbent Board") and any new director
whose election by the Board, or nomination for election by UGI's shareholders,
was approved by a vote of at least a majority of the Incumbent Board, cease for
any reason to constitute a majority thereof; (iii) UGI is reorganized, merged or
consolidated with or into, or sells all or substantially all of its assets to,
another corporation in a transaction in which former shareholders of UGI do not
own more than 50% of the outstanding common stock and the combined voting power,
respectively, of the then outstanding voting securities of the surviving or
acquiring corporation after the transaction; or (iv) UGI is liquidated or
dissolved.
Severance benefits are payable under the agreements if there is a
termination of the executive's employment without cause at any time within two
years after a change of control. In addition, following a change of control, the
executive may elect to terminate his or her employment without loss of severance
benefits in certain specified contingencies, including termination of officer
status; a significant adverse change in authority, duties, responsibilities or
50
compensation; the failure of UGI to comply with and satisfy any of the terms of
the agreement; or a substantial relocation or excessive travel requirements.
Any UGI Named Executive who is terminated with rights to severance
compensation under a change in control agreement will receive a specified
multiple of three times his or her base salary and annual bonus. In addition,
health and welfare benefits and supplemental executive retirement plan benefits
(or cash in lieu of benefits) will be provided for three years. The change in
control agreements provide a "conditional gross-up" for excise and related taxes
in the event the severance compensation and other payments to an executive would
constitute "excess parachute payments," as defined in Section 280G of the
Internal Revenue Code of 1986, as amended (the "IRC"). UGI will provide the tax
gross-up if the aggregate parachute value of all severance and other change in
control payments to the executive is greater than 110% of the maximum amount
that may be paid under Section 280G of the IRC without imposition of an excise
tax. If the parachute value of an executive's payments does not exceed the 110%
threshold, the executive's payments under the change in control agreement will
be reduced to the extent necessary to avoid imposition of the excise tax on
"excess parachute payments."
Named Executives Employed by the General Partner. Messrs. Bissell and Katz
(the "AmeriGas Named Executives"), each have an agreement with the General
Partner that provides certain benefits in the event of a change of control. The
agreements are automatically extended for one-year terms beginning in 2008
unless, prior to a change of control, the General Partner terminates an
agreement. In the absence of a change of control or termination by the General
Partner, each agreement will terminate when, for any reason, the executive
terminates his or her employment with the General Partner.
A change of control is generally deemed to occur if: (i) a change of
control of UGI, as defined above, occurs, (ii) the General Partner, AmeriGas
Partners or AmeriGas OLP is reorganized, merged or consolidated with or into, or
sells all or substantially all of its assets to, another corporation or
partnership in a transaction in which the former shareholders of the General
Partner, or former limited partners, as the case may be, do not own more than
50% of the outstanding common stock and combined voting power, or the
outstanding common units of such partnership, after the transaction, (iii) the
General Partner, AmeriGas Partners or AmeriGas OLP is liquidated or dissolved,
(iv) UGI and its subsidiaries fail to own more than fifty percent of the general
partnership interests of AmeriGas Partners or AmeriGas OLP, (v) UGI and its
subsidiaries fail to own more than fifty percent of the combined voting power of
the General Partner's then outstanding voting securities, or (vi) AmeriGas
Propane, Inc. is removed as the general partner of AmeriGas Partners by vote of
the limited partners, or AmeriGas Propane, Inc. is removed as the general
partner of AmeriGas Partners or AmeriGas OLP as a result of judicial or
administrative proceedings.
Severance benefits are payable under the agreements if there is a
termination of the executive's employment without cause at any time within two
years after a change of control. In addition, following a change of control, the
executive may elect to terminate his or her employment without loss of severance
benefits in certain situations, including termination of officer status; a
significant adverse change in authority, duties, responsibilities or
compensation;
51
the failure of the General Partner to comply with any of the terms of the
agreement; or a substantial relocation or excessive travel requirements.
Any AmeriGas executive officer who is terminated with rights to severance
compensation under a change in control agreement will receive a specified
multiple of one to three times his or her base salary and annual bonus (three
times in the case of Mr. Bissell and two times in the case of Mr. Katz). In
addition, health and welfare benefits and supplemental executive retirement plan
benefits (or cash in lieu of benefits) will be provided for up to three years.
The change in control agreements provide a "conditional gross-up" for excise and
related taxes in the event the severance compensation and other payments to an
executive would constitute "excess parachute payments," as defined in Section
280G of the IRC. The General Partner will provide the tax gross-up if the
aggregate parachute value of all severance and other change in control payments
to the executive is greater than 110% of the maximum amount that may be paid
under Section 280G of the IRC without imposition of an excise tax. If the
parachute value of an executive's payments does not exceed the 110% threshold,
the executive's payments under the change in control agreement will be reduced
to the extent necessary to avoid imposition of the excise tax on "excess
parachute payments."
BOARD OF DIRECTORS
Officers of the General Partner receive no additional compensation for
service on the Board of Directors or on any Committee of the Board. Effective
August 1, 2005 the compensation for non-management directors increased from the
level in effect since October 1, 2003. The applicable annual retainers for
fiscal 2005 are as follows:
OCTOBER 1, 2004 TO AUGUST 1, 2005 TO
JULY 31, 2005 SEPTEMBER 30, 2005
(ANNUALIZED RATE) (ANNUALIZED RATE)
------------------ ------------------
Annual retainer for non-management
directors $40,000 $55,000
Additional annual retainer for Audit
Committee members (other than the
Chairman) 10,000 10,000
Additional annual retainer for Audit
Committee Chairman 15,000 15,000
The Directors are also offered employee rates on propane purchases. The General
Partner reimburses directors for expenses incurred by them (such as travel
expenses) in serving on the Board and Committees. The General Partner determines
all expenses allocable to the Partnership, including expenses allocable to the
services of directors.
52
COMPENSATION/PENSION COMMITTEE
The members of the General Partner's Compensation/Pension Committee are
Richard C. Gozon (Chairman), Thomas F. Donovan and William J. Marrazzo.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED SECURITYHOLDER MATTERS
OWNERSHIP OF LIMITED PARTNERSHIP UNITS BY CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information regarding each person
known by the General Partner to have been the beneficial owner of more than 5%
of the Partnership's voting securities representing limited partner interests as
of November 1, 2005. AmeriGas Propane, Inc. is the sole general partner of the
Partnership.
AMOUNT AND
NATURE OF
BENEFICIAL
NAME AND ADDRESS (1) OWNERSHIP OF PERCENT
TITLE OF CLASS OF BENEFICIAL OWNER PARTNERSHIP UNITS OF CLASS
- -------------- ---------------------- ----------------- --------
Common Units UGI Corporation 24,525,004(2) 43%
AmeriGas, Inc. 24,525,004(3) 43%
AmeriGas Propane, Inc. 24,525,004(4) 43%
Petrolane Incorporated 7,839,911(4) 14%
(1) The address of each of UGI and AmeriGas Propane, Inc. is 460 North Gulph
Road, King of Prussia, PA 19406. The address of each of AmeriGas, Inc. and
Petrolane Incorporated is 100 Kachel Boulevard, Green Hills Corporate
Center, Reading, PA 19607.
(2) Based on the number of units held by its indirect, wholly-owned
subsidiaries, Petrolane Incorporated ("Petrolane") and AmeriGas Propane,
Inc.
(3) Based on the number of units held by its direct and indirect, wholly-owned
subsidiaries, AmeriGas Propane, Inc. and Petrolane.
(4) AmeriGas Propane, Inc.'s beneficial ownership includes 7,839,911 Common
Units held by its subsidiary, Petrolane. Beneficial ownership of those
Common Units is shared with UGI Corporation and AmeriGas, Inc.
OWNERSHIP OF PARTNERSHIP COMMON UNITS BY THE DIRECTORS AND NAMED EXECUTIVE
OFFICERS OF THE GENERAL PARTNER
The table below sets forth as of October 1, 2005 the beneficial ownership
of Partnership Common Units by each director and each of the Named Executives,
as well as by the directors and all of the executive officers of the General
Partner as a group. No director, Named Executive or executive officer
beneficially owns more than 1% of the Partnership's Common Units. The total
number of Common Units beneficially owned by the directors and executive
officers of the
53
General Partner as a group represents less than 1% of the Partnership's
outstanding Common Units.
AMOUNT AND NATURE OF
NAME OF BENEFICIAL OWNERSHIP OF
BENEFICIAL OWNER PARTNERSHIP COMMON UNITS (1)
- ------------------------------------------- ----------------------------
Lon R. Greenberg 6,500(2)
John L. Walsh 0
Thomas F. Donovan 1,000
Richard C. Gozon 5,000
James W. Stratton 1,000(3)
Roger B. Vincent 6,000
Gregory A. Pratt 0
William J. Marrazzo 500(4)
Eugene V. N. Bissell 22,273(5)
Robert H. Knauss 13,108
William D. Katz 11,353
Directors and executive officers as a group
(15 persons) 72,804
(1) Sole voting and investment power unless otherwise specified.
(2) Of the Units shown, 4,500 are held by Mr. Greenberg's adult children.
(3) Mr. Stratton's Units are held jointly with his spouse.
(4) Mr. Marrazzo's Units are held jointly with his spouse.
(5) Mr. Bissell's Units are held jointly with his spouse.
54
The General Partner is a wholly owned subsidiary of AmeriGas, Inc. which is
a wholly owned subsidiary of UGI. The table below sets forth, as of October 1,
2005, the beneficial ownership of UGI Common Stock by each director and each of
the Named Executives, as well as by the directors and the executive officers of
the General Partner as a group. Including the number of shares of stock
underlying exercisable options, Mr. Greenberg is the beneficial owner of
approximately 1.2% of UGI's Common Stock. All other directors, Named Executives
and executive officers own less than 1% of UGI's outstanding shares. The total
number of shares beneficially owned by the directors and executive officers as a
group (including 991,340 shares subject to exercisable options), represents
approximately 1.8% of UGI's outstanding shares.
NUMBER OF UGI SHARES
AND NATURE OF
BENEFICIAL OWNERSHIP NUMBER OF
NAME OF EXCLUDING EXERCISABLE UGI
BENEFICIAL OWNER UGI STOCK OPTIONS (1)(2) STOCK OPTIONS TOTAL
- --------------------------------------- ------------------------ --------------- ---------
Lon R. Greenberg 586,738(3) 720,024 1,306,762
John L. Walsh 6,571 0 6,571
Thomas F. Donovan 35,733(2) 17,000 52,733
Richard C. Gozon 91,612(2) 70,400 162,012
James W. Stratton 70,163(2)(4) 70,400 140,563
Roger B. Vincent 0 0 0
Gregory A. Pratt 0 0 0
William J. Marrazzo 0 0 0
Eugene V. N. Bissell 66,380(5) 34,674 101,054
Robert H. Knauss 22,512 28,669 51,181
William D. Katz 12,373 8,002 20,375
Directors and executive officers as a
group (15 persons) 920,730 991,340 1,912,070
(1) Sole voting and investment power unless otherwise specified.
(2) Included in the number of shares shown are Stock Units ("Units") acquired
through the UGI Corporation 1997 Directors' Equity Compensation Plan and
the 2004 Omnibus Equity Compensation Plan. Effective January 1, 2004, the
Directors' Equity Compensation Plan was merged into the 2004 Plan. Each
Unit will be converted to one share of UGI common stock and paid out to
directors upon their retirement or termination of service. The number of
Units included for the directors is as follows: Messrs. Donovan 19,001,
Gozon 70,004 and Stratton 51,555.
(3) Mr. Greenberg holds 264,660 shares jointly with his spouse and 19,932
shares are represented by units held in the UGI Stock Fund of the 401(k)
Employee Savings Plan.
(4) Mr. Stratton holds 18,608 shares jointly with his spouse.
(5) Mr. Bissell holds these shares jointly with his spouse.
55
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth information as of the end of the
Partnership's 2005 fiscal year with respect to compensation plans under which
equity securities of the Partnership are authorized for issuance.
(C)
NUMBER OF SECURITIES
REMAINING AVAILABLE
(A) (B) FOR FUTURE ISSUANCE
NUMBER OF SECURITIES TO WEIGHTED AVERAGE UNDER EQUITY
BE ISSUED UPON EXERCISE EXERCISE PRICE OF COMPENSATION PLANS
OF OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, (EXCLUDING SECURITIES
PLAN CATEGORY WARRANTS AND RIGHTS WARRANTS AND RIGHTS REFLECTED IN COLUMN (A))
- ------------------------- ----------------------- -------------------- ------------------------
Equity compensation plans
approved by security
holders (1) 116,000 $0 522,603
Equity compensation plans
not approved by security
holders 0 0 0
------- -- -------
TOTAL 116,000 $0 522,603
======= == =======
(1) The AmeriGas Propane, Inc. 2000 Long-Term Incentive Plan and the AmeriGas
Propane, Inc. Discretionary Long-Term Incentive Plan for Non-Executive Key
Employees, were approved pursuant to Section 6.4 of the Partnership
Agreement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The General Partner employs persons responsible for managing and operating
the Partnership. The Partnership reimburses the General Partner for the direct
and indirect costs of providing these services, including all compensation and
benefit costs. For fiscal year 2005, these costs totaled approximately $303.6
million.
During fiscal year 2005, the Operating Partnership had a revolving line of
credit up to a maximum of $20 million from the General Partner available until
October 15, 2008, the termination date of the Revolving Credit Facility. The
commitment fees for this line of credit were computed on the same basis as the
facility fees under the Revolving Credit Facility, and totaled $70,971 in fiscal
year 2005. Interest rates were based on one-month offshore interbank borrowing
rates. The interest rate for a recent Revolving Credit Facility borrowing from
July 14, 2005 to July 15, 2005 was 4.3125%. See Note 6 to the Partnership's
Consolidated Financial Statements, which are filed as an exhibit to this report.
The General Partner terminated this line of credit effective November 30, 2005.
56
The Partnership and the General Partner also have extensive, ongoing
relationships with UGI and its affiliates. UGI performs certain financial and
administrative services for the General Partner on behalf of the Partnership.
UGI does not receive a fee for such services, but is reimbursed for all direct
and indirect expenses incurred in connection with providing these services,
including all compensation and benefit costs. A wholly owned subsidiary of UGI
provides the Partnership with excess automobile liability insurance with limits
of $500,000 per occurrence and, in the aggregate, $500,000 in excess of the
deductible, and stop loss medical coverage. Another wholly owned subsidiary of
UGI leases office space to the General Partner for its headquarters staff. In
addition, a UGI master policy provides accidental death and business travel and
accident insurance coverage for employees of the General Partner. The General
Partner is billed directly by the insurer for this coverage. As discussed under
"Business--Trade Names; Trade and Service Marks," UGI and the General Partner
have licensed the trade names "AmeriGas" and "America's Propane Company" and the
related service marks and trademark to the Partnership on a royalty-free basis.
The Partnership obtains management information services from the General
Partner, and reimburses the General Partner for its direct and indirect expenses
related to those services. The rental payments and insurance premiums charged to
the Partnership by UGI and its affiliates are comparable to amounts charged by
unaffiliated parties. In fiscal year 2005, the Partnership paid UGI and its
affiliates, including the General Partner, approximately $16.2 million for the
services and expense reimbursements referred to in this paragraph.
During fiscal year 2005, the Partnership had revenues of approximately $1.7
million from propane sales in the ordinary course to its affiliate, UGI
Utilities, Inc. In addition, the Partnership had propane purchase and sales
transactions in the ordinary course with its affiliate, UGI Energy Services,
Inc. totaling approximately $1.1 million.
The highest amounts due from affiliates of the Partnership during fiscal
year 2005 and at November 1, 2005 were $2.4 million and $1.7 million,
respectively.
Prior to selling its 50% in Atlantic Energy, Inc. ("Atlantic Energy") in
November 2004, the Partnership purchased propane on behalf of Atlantic Energy.
Atlantic Energy reimbursed AmeriGas OLP for its purchases as Atlantic Energy
sold such propane to third parties or to the Partnership itself. The total
dollar value of propane purchased on behalf of Atlantic Energy was $2.4 million
and $30.0 million in fiscal years 2005 and 2004, respectively. In conjunction
with the Partnership's sale of its ownership interest in Atlantic Energy, UGI
Asset Management, Inc. ("UGI Asset Management"), an affiliate of the General
Partner, and AmeriGas OLP entered into a Product Sales Agreement, effective
April 1, 2005, whereby UGI Asset Management has agreed to sell and AmeriGas OLP
has agreed to purchase a minimum of 25 million gallons of propane annually at
the Atlantic Energy terminal in Chesapeake, Virginia. Purchases of propane by
AmeriGas OLP from Atlantic Energy during fiscal years 2005 and 2004 totaled
$27.8 million and $29.3 million, respectively.
Prior to November 2004, AmeriGas OLP also provided other services to
Atlantic Energy including marketing, billing, accounting, insurance and other
administrative services and was reimbursed for the related costs. In addition,
AmeriGas OLP entered into product cost hedging contracts on behalf of Atlantic
Energy. When these contracts were settled, AmeriGas OLP was reimbursed the cost
of any losses by, or distributed the proceeds of any gains to, Atlantic Energy.
57
The highest amount due from Atlantic Energy during fiscal year 2005 was
$2.4 million. See Note 12 to the Partnership's Consolidated Financial
Statements. The wife of William J. Stanczak, Controller and Chief Accounting
Officer of the General Partner, is employed by the General Partner, as well. The
salary range for her grade level is $65,200 - $97,800 per annum.
58
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The aggregate fees billed by PricewaterhouseCoopers LLP, the Partnership's
independent registered public accountants, in fiscal years 2005 and 2004 were as
follows:
2005 2004
---------- --------
Audit Fees(1) ..................... $1,634,000 $411,715
Audit-Related Fees(2) ............. - 0 - 13,400
Tax Fees(3) ....................... 555,334 376,554
All Other Fees .................... - 0 - - 0 -
---------- --------
Total Fees for Services Provided .. $2,189,334 $801,669
========== ========
- ----------
(1) Audit Fees were for audit services, including (i) the annual audit of the
consolidated financial statements of the Partnership, (ii) the audit of
management's assessment of the effectiveness of internal control over
financial statements, (iii) subsidiary audits, (iv) review of the interim
financial statements included in the Quarterly Reports on Form 10-Q of the
Partnership, and (v) services that only the independent public accounting
firm can reasonably be expected to provide, such as services associated
with SEC registration statements, and documents issued in connection with
securities offerings.
(2) Audit-Related Fees were principally for (i) services related to due
diligence services pertaining to potential acquisitions, and (ii)
consultation with management concerning final and proposed auditing
standards.
(3) Tax Fees were for (i) the preparation of Substitute Schedule K-1 forms for
unitholders of the Partnership, and (ii) tax planning and advice.
In the course of its meetings, the Audit Committee considered whether the
provision by PricewaterhouseCoopers LLP of the professional services described
under "Tax Fees" is compatible with PricewaterhouseCoopers LLP's independence.
The Committee concluded that the independent auditor is independent from the
Partnership and its management.
Consistent with SEC policies regarding auditor independence, the Audit
Committee has responsibility for appointing, setting compensation and overseeing
the work of the Partnership's independent accountants. In recognition of this
responsibility, the Audit Committee has a policy of pre-approving all audit and
permissible non-audit services provided by the independent accountants.
Prior to engagement of the Partnership's independent accountants for the
next year's audit, management submits a list of services and related fees
expected to be rendered during that year within each of the four categories of
services noted above to the Audit Committee for approval.
59
PART IV:
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) DOCUMENTS FILED AS PART OF THIS REPORT:
(1) AND (2) FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
The financial statements and financial statement schedules
incorporated by reference or included in this report are listed in the
accompanying Index to Financial Statements and Financial Statement
Schedules set forth on pages F-2 and F-3 of this report, which is
incorporated herein by reference.
(3) LIST OF EXHIBITS:
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
- ----------- ------------------------------------------------ -------------- --------------- --------
2.1 Merger and Contribution Agreement among AmeriGas Registration 10.21
AmeriGas Partners, L.P., AmeriGas Propane, Partners, L.P. Statement on
L.P., New AmeriGas Propane, Inc., AmeriGas Form S-4 (No.
Propane, Inc., AmeriGas Propane-2, Inc., Cal 33-92734)
Gas Corporation of America, Propane Transport,
Inc. and NORCO Transportation Company
2.2 Conveyance and Contribution Agreement among AmeriGas Registration 10.22
AmeriGas Partners, L.P., AmeriGas Propane, L.P. Partners, L.P. Statement on
and Petrolane Incorporated Form S-4 (No.
33-92734)
3.1 Third Amended and Restated Agreement of Limited AmeriGas Form 8-K 3.1
Partnership of AmeriGas Partners, L.P. dated as Partners, L.P. (12/1/04)
of December 1, 2004
3.1(a) Second Amended and Restated Agreement of AmeriGas Form 10-K 3.1(a)
Limited Partnership of AmeriGas Propane, L.P. Partners, L.P. (9/30/04)
dated as of December 1, 2004
3.2 Amended and Restated Agreement of Limited AmeriGas Form 10-K 3.8
Partnership of AmeriGas Eagle Propane, L.P. Partners, L.P. (9/30/01)
dated July 19, 1999
60
INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
- ----------- ------------------------------------------------ -------------- --------------- --------
4 Instruments defining the rights of security
holders, including indentures. (The Partnership
agrees to furnish to the Commission upon
request a copy of any instrument defining the
rights of holders of long-term debt not
required to be filed pursuant to Item 601(b)(4)
of Regulation S-K)
4.1 [Intentionally Omitted]
4.2 Third Amended and Restated Agreement of Limited
Partnership of AmeriGas Partners, L.P. dated as
of December 1, 2004 referred to in 3.1 above.
4.3 Note Agreement dated as of April 12, 1995 among AmeriGas Form 10-Q 10.8
The Prudential Insurance Company of America, Partners, L.P. (3/31/95)
Metropolitan Life Insurance Company, and
certain other institutional investors and
AmeriGas Propane, L.P., New AmeriGas Propane,
Inc. and Petrolane Incorporated
4.4 First Amendment dated as of September 12, 1997 AmeriGas Form 10-K 4.5
to Note Agreement dated as of April 12, 1995 Partners, L.P. (9/30/97)
4.5 Second Amendment dated as of September 15, 1998 AmeriGas Form 10-K 4.6
to Note Agreement dated as of April 12, 1995 Partners, L.P. (9/30/98)
4.6 Third Amendment dated as of March 23, 1999 to AmeriGas Form 10-Q 10.2
Note Agreement dated as of April 12, 1995 Partners, L.P. (3/31/99)
4.7 Fourth Amendment dated as of March 16, 2000 to AmeriGas Form 10-Q 10.2
Note Agreement dated as of April 12, 1995 Partners, L.P. (6/30/00)
4.8 Fifth Amendment dated as of August 1, 2001 to AmeriGas Form 10-K 4.8
Note Agreement dated as of April 12, 1995 Partners, L.P. (9/30/01)
4.9 [Intentionally Omitted]
4.10 [Intentionally Omitted]
4.11 Indenture, dated May 3, 2005, by and among AmeriGas Form 8-K 4.1
AmeriGas Partners, L.P., a Delaware limited Partners, L.P. (5/3/05)
partnership, AmeriGas Finance Corp., a Delaware
corporation, and Wachovia Bank, National
Association, as trustee.
61
INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
- ----------- ------------------------------------------------ -------------- --------------- --------
10.1 Credit Agreement dated as of August 28, 2003 AmeriGas Form 10-K 10.1
among AmeriGas Propane, L.P., AmeriGas Propane, Partners, L.P. (9/30/03)
Inc., Petrolane Incorporated, Citicorp USA,
Inc., Credit Suisse First Boston, Wachovia
Bank, National Association, as Issuing Bank and
Swing Line Bank and certain financial
institutions
10.2** AmeriGas Propane, Inc. Discretionary Long-Term AmeriGas Form 10-K 10.2
Incentive Plan for Non-Executive Key Employees Partners, L.P. (9/30/02)
10.3 Amendment No. 1 dated as of August 30, 2004, to AmeriGas Form 8-K 10.1
the Credit Agreement dated as of August 28, Partners, L.P. (8/30/04)
2003 among AmeriGas Propane, L.P., AmeriGas
Propane, Inc., Petrolane Incorporated, Citicorp
USA, Inc., Credit Suisse First Boston, Wachovia
Bank, National Association, as Agent, Issuing
Bank and Swing Line Bank, and certain financial
institutions named party thereto.
10.3(a) Credit Agreement, dated as of April 18, 2005, AmeriGas Form 8-K 10.1
by and among AmeriGas Propane, L.P., as Partners, L.P. (4/18/05)
Borrower, AmeriGas Propane, Inc., as a
Guarantor, Petrolane Incorporated, as a
Guarantor, Wachovia Bank, National Association,
as Agent, and the other financial institutions
party thereto
10.4** AmeriGas Propane, Inc. Executive Employee AmeriGas Form 10-K 10.4
Severance Pay Plan, as amended December 6, 2004. Partners, L.P. (9/30/04)
10.5** AmeriGas Propane, Inc. 2000 Long-Term Incentive AmeriGas Form 10-Q 10.2
Plan on Behalf of AmeriGas Partners, L.P., as Partners, L.P. (6/30/04)
amended December 15, 2003 ("AmeriGas 2000
Plan").
10.6 Notice of appointment of Wachovia Bank National AmeriGas Form 10-K 10.6
Association as Collateral Agent effective as of Partners, L.P. (9/30/03)
August 28, 2003, pursuant to Intercreditor and
Agency Agreement dated as of April 19, 1995
62
INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
- ----------- ------------------------------------------------ -------------- --------------- --------
10.7 Intercreditor and Agency Agreement dated as of AmeriGas Form 10-Q 10.2
April 19, 1995 among AmeriGas Propane, Inc., Partners, L.P. (3/31/95)
Petrolane Incorporated, AmeriGas Propane, L.P.,
Bank of America National Trust and Savings
Association ("Bank of America") as Agent,
Mellon Bank, N.A. as Cash Collateral Sub-Agent,
Bank of America as Collateral Agent and certain
creditors of AmeriGas Propane, L.P.
10.8 First Amendment dated as of July 31, 2001 to AmeriGas Form 10-K 10.8
Intercreditor and Agency Agreement dated as of Partners, L.P. (9/30/01)
April 19, 1995
10.9 General Security Agreement dated as of April AmeriGas Form 10-Q 10.3
19, 1995 among AmeriGas Propane, L.P., Bank of Partners, L.P. (3/31/95)
America National Trust and Savings Association
and Mellon Bank, N.A.
10.10 First Amendment dated as of July 31, 2001 to AmeriGas Form 10-K 10.10
General Security Agreement dated as of April Partners, L.P. (9/30/01)
19, 1995
10.10(a) Second Amendment dated as of October 14, 2004 AmeriGas Form 10-K 10.10(a)
to General Security Agreement dated as of April Partners, L.P. (9/30/04)
19, 1995
10.11 Subsidiary Security Agreement dated as of April AmeriGas Form 10-Q 10.4
19, 1995 among AmeriGas Propane, L.P., Bank of Partners, L.P. (3/31/95)
America National Trust and Savings Association
as Collateral Agent and Mellon Bank, N.A. as
Cash Collateral Agent
10.12 First Amendment dated as of July 31, 2001 to AmeriGas Form 10-K 10.12
Subsidiary Security Agreement dated as of April Partners, L.P. (9/30/01)
19, 1995
10.12(a) Second Amendment dated as of October 14, 2004 AmeriGas Form 10-K 10.12(a)
to Subsidiary Security Agreement dated as of Partners, L.P. (9/30/04)
April 19, 1995
10.13 Restricted Subsidiary Guarantee dated as of AmeriGas Form 10-Q 10.5
April 19, 1995 by AmeriGas Propane, L.P. for Partners, L.P. (3/31/95)
the benefit of Bank of America National Trust
and Savings Association, as Collateral Agent
63
INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
- ----------- ------------------------------------------------ -------------- --------------- --------
10.14 Trademark License Agreement dated April 19, AmeriGas Form 10-Q 10.6
1995 among UGI Corporation, AmeriGas, Inc., Partners, L.P. (3/31/95)
AmeriGas Propane, Inc., AmeriGas Partners, L.P.
and AmeriGas Propane, L.P.
10.15 Trademark License Agreement dated April 19, AmeriGas Form 10-Q 10.7
1995 among AmeriGas Propane, Inc., AmeriGas Partners, L.P. (3/31/95)
Partners, L.P. and AmeriGas Propane, L.P.
10.16 Stock Purchase Agreement dated May 27, 1989, as Petrolane Registration on 10.16(a)
amended and restated July 31, 1989, between Incorporated/ Form S-1 (No.
Texas Eastern Corporation and QFB Partners AmeriGas, Inc. 33-69450)
10.17** UGI Corporation 2004 Omnibus Equity UGI Form 10-K 10.17
Compensation Plan, as amended on December 7, Corporation (9/30/04)
2004
10.17(a)** UGI Corporation 2004 Omnibus Equity UGI Form 8-K 10.10
Compensation Plan, as amended on December 7, Corporation (12/6/05)
2004 - Terms and Conditions as amended December
6, 2005
10.18** UGI Corporation 2000 Stock Incentive Plan UGI Form 10-Q 10.2
Amended and Restated as of December 16, 2003 Corporation (6/30/04)
10.19 Financing Agreement dated as of August 28, 2003 AmeriGas Form 10-K 10.19
between AmeriGas Propane, Inc. and AmeriGas Partners, L.P. (9/30/03)
Propane, L.P.
10.20 Agreement by Petrolane Incorporated and certain Petrolane Form 10-K 10.13
of its subsidiaries parties thereto Incorporated (9/23/94)
("Subsidiaries") for the Sale of the
Subsidiaries' Inventory and Assets to the
Goodyear Tire & Rubber Company and D.C.H.,
Inc., as Purchaser, dated as of December 18,
1985
10.21** UGI Corporation 2004 Omnibus Equity UGI Form 8-K 10.6
Compensation Plan AmeriGas Employees Stock Corporation (12/6/05)
Option Grant Letter
10.21(a)** UGI Corporation 2004 Omnibus Equity UGI Form 8-K 10.4
Compensation Plan UGI Employees Nonqualified Corporation (12/6/05)
Stock Option Grant Letter
10.21(b)** UGI Corporation 2004 Omnibus Equity UGI Form 8-K 10.7
Compensation Plan UGI Employees Performance Corporation (12/6/05)
Unit Grant Letter
64
INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
- ----------- ------------------------------------------------ -------------- --------------- --------
10.22** UGI Corporation Annual Bonus Plan dated March UGI Form 10-Q 10.4
8, 1996 Corporation (6/30/96)
10.23** AmeriGas Propane, Inc. Annual Bonus Plan AmeriGas Form 10-K 10.17
effective October 1, 1998 Partners, L.P. (9/30/99)
10.24** AmeriGas 2000 Plan Restricted Unit Grant Letter AmeriGas Form 8-K 10.2
Partners, L.P. (12/5/05)
10.25** UGI Corporation Senior Executive Employee UGI Form 10-K 10.12
Severance Pay Plan as amended December 7, 2004 Corporation (9/30/04)
10.26** UGI Corporation 2004 Omnibus Equity UGI Form 8-K 10.9
Compensation Plan UGI Employees Stock Unit Corporation (12/6/05)
Grant Letter
10.27** UGI Corporation 2002 Non-Qualified Stock Option UGI Form 10-Q 10.7
Plan Amended and Restated as of April 23, 2003 Corporation (3/31/03)
10.28** UGI Corporation 1992 Non-Qualified Stock Option UGI Form 10-Q 10.6
Plan, Amended and Restated as of April 29, 2003 Corporation (3/31/03)
*10.29** Description of oral employment at-will
agreements for Messrs. Bissell, Katz, Knauss
and Sheridan
10.30** Description of oral employment at-will UGI Form 10-K 10.30
agreement for Messrs. Greenberg and Walsh Corporation (9/30/05)
10.31** AmeriGas Propane, Inc. Supplemental Executive AmeriGas Form 10-Q 10.1
Retirement Plan, Amended and Restated as of Partners, L.P. (3/31/05)
March 1, 2005
10.32** UGI Corporation 1997 Stock Option and Dividend UGI Form 10-Q 10.4
Equivalent Plan Amended and Restated as of Corporation (3/31/03)
April 29, 2003
10.33** UGI Corporation Supplemental Executive UGI Form 10-Q 10
Retirement Plan Amended and Restated effective Corporation (6/30/98)
October 1, 1996
10.34** Form of Change in Control Agreement for Messrs. UGI Form 8-K 10.1
Greenberg and Walsh Corporation (12/6/05)
65
INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
- ----------- ------------------------------------------------ -------------- --------------- --------
10.35** Form of Change in Control Agreement for Messrs. AmeriGas Form 8-K 10.1
Bissell, Katz, Knauss and Sheridan Partners, L.P. (12/5/05)
10.36 Purchase Agreement by and among Columbia Energy AmeriGas Form 8-K 10.1
Group, Columbia Propane Corporation, CP Partners, L.P. (8/8/01)
Holdings, Inc., Columbia Propane, L.P.,
AmeriGas Propane, L.P., AmeriGas Partners, L.P.
and AmeriGas Propane, Inc. dated as of January
30, 2001 and amended and restated August 7, 2001
10.37 Purchase Agreement by and among Columbia National Form 8-K 10.5
Propane, L.P., CP Holdings, Inc., Columbia Propane (4/19/99)
Propane Corporation, National Propane Partners, Partners, L.P.
L.P., National Propane Corporation, National
Propane SPG, Inc., and Triarc Companies, Inc.
dated as of April 5, 1999
10.38 Capital Contribution Agreement dated as of AmeriGas Form 8-K 10.2
August 21, 2001 by and between Columbia Partners, L.P. (8/21/01)
Propane, L.P. and AmeriGas Propane, L.P.
acknowledged and agreed to by CP Holdings, Inc.
10.39 Promissory Note by National Propane L.P., a AmeriGas Form 10-K 10.39
Delaware limited partnership in favor of Partners, L.P. (9/30/01)
Columbia Propane Corporation dated July 19,
1999
10.40 Loan Agreement dated July 19, 1999, between AmeriGas Form 10-K 10.40
National Propane, L.P. and Columbia Propane Partners, L.P. (9/30/01)
Corporation
10.41 First Amendment dated August 21, 2001 to Loan AmeriGas Form 10-K 10.41
Agreement dated July 19, 1999 between National Partners, L.P. (9/30/01)
Propane, L.P. and Columbia Propane Corporation
10.42 Columbia Energy Group Payment Guaranty dated AmeriGas Form 10-K 10.42
April 5, 1999 Partners, L.P. (9/30/01)
10.43 Keep Well Agreement by and between AmeriGas AmeriGas Form 10-K 10.46
Propane, L.P. and Columbia Propane Corporation Partners, L.P. (9/30/01)
dated August 21, 2001
*10.44** Summary of Director Compensation AmeriGas
Partners, L.P.
66
INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
- ----------- ------------------------------------------------ -------------- --------------- --------
10.45** Form of Confidentiality and Post-Employment AmeriGas Form 10-Q 10.3
Activities Agreement with AmeriGas Propane, Partners, L.P. (3/31/05)
Inc., in its own right and as general partner
of AmeriGas Partners, L.P., for Messrs.
Bissell, Katz and Knauss
10.46** Confidentiality and Post-Employment Activities AmeriGas Form 8-K 10.1
Agreement between AmeriGas Propane, Inc., in Partners, L.P. (8/15/05)
its own right and as general partner of
AmeriGas Partners, L.P., and Mr. Sheridan
*13 Pages 10 through 26 of the 2005 Annual Report
to Unitholders
14 Code of Ethics for principal executive, AmeriGas Form 10-K 14
financial and accounting officers Partners, L.P. (9/30/03)
*21 Subsidiaries of AmeriGas Partners, L.P.
*23 Consent of PricewaterhouseCoopers LLP
*31.1 Certification by the Chief Executive Officer
relating to the Registrants' Report on Form
10-K for the year ended September 30, 2005,
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-K for the year ended September 30, 2005,
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-K for the fiscal
year ended September 30, 2005, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
* Filed herewith.
** As required by Item 14(a)(3), this exhibit is identified as a compensatory
plan or arrangement.
67
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
By: AmeriGas Propane, Inc.
its General Partner
Date: December 5, 2005 By: Jerry E. Sheridan
------------------------------------
Jerry E. Sheridan
Vice President - Finance
and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below on December 5, 2005, by the following persons on
behalf of the Registrant in the capacities indicated.
SIGNATURE TITLE
- --------- -----
Eugene V. N. Bissell President
- ------------------------------------ and Chief Executive Officer
Eugene V. N. Bissell (Principal Executive Officer)
and Director
Lon R. Greenberg Chairman and Director
- ------------------------------------
Lon R. Greenberg
John L. Walsh Vice Chairman and Director
- ------------------------------------
John L. Walsh
Jerry E. Sheridan Vice President - Finance
- ------------------------------------ and Chief Financial Officer
Jerry E. Sheridan (Principal Financial Officer)
William J. Stanczak Controller and Chief
- ------------------------------------ Accounting Officer
William J. Stanczak (Principal Accounting Officer)
68
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below on December 5, 2005, by the following persons on
behalf of the Registrant in the capacities indicated.
SIGNATURE TITLE
- --------- -----
Thomas F. Donovan Director
- ------------------------------------
Thomas F. Donovan
Richard C. Gozon Director
- ------------------------------------
Richard C. Gozon
William J. Marrazzo Director
- ------------------------------------
William J. Marrazzo
Gregory A. Pratt Director
- ------------------------------------
Gregory A. Pratt
James W. Stratton Director
- ------------------------------------
James W. Stratton
Roger B. Vincent Director
- ------------------------------------
Roger B. Vincent
69
AMERIGAS PARTNERS, L.P.
FINANCIAL INFORMATION
FOR INCLUSION IN ANNUAL REPORT ON
FORM 10-K FOR THE FISCAL
YEAR ENDED SEPTEMBER 30, 2005
F-1
AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES (continued)
The consolidated financial statements of AmeriGas Partners, L.P. and
subsidiaries, together with the reports thereon of PricewaterhouseCoopers LLP
dated December 13, 2005, and Management's Report on Internal Control over
Financial Reporting listed in the following index, are included in AmeriGas
Partners' 2005 Annual Report to Unitholders and are incorporated herein by
reference. With the exception of the pages listed in this index and information
incorporated in Items 5, 8 and 9A(b), the 2005 Annual Report to Unitholders is
not to be deemed filed as part of this Report.
Annual Report
Form 10-K to Unitholders
(page) (page)
---------- --------------
AmeriGas Partners, L.P. and Subsidiaries
Management's Report on Internal Control over Financial Reporting Exhibit 13 26
Financial Statements:
Report of Independent Registered Public Accounting Firm Exhibit 13 25
Consolidated Balance Sheets as of September 30,
2005 and 2004 Exhibit 13 10
Consolidated Statements of Operations for the years
ended September 30, 2005, 2004 and 2003 Exhibit 13 11
Consolidated Statements of Cash Flows for the years
ended September 30, 2005, 2004 and 2003 Exhibit 13 12
Consolidated Statements of Partners' Capital for the
years ended September 30, 2005, 2004 and 2003 Exhibit 13 13
Notes to Consolidated Financial Statements Exhibit 13 14-24
Supplementary Data (unaudited):
Quarterly Data for the years ended
September 30, 2005 and 2004 Exhibit 13 24
Financial Statements Schedules:
I - Condensed Financial Information of Registrant
(Parent Company) S-1 to S-3
II - Valuation and Qualifying Accounts S-4 to S-5
Report of Independent Registered Public Accounting
Firm on Financial Statement Schedules S-6
F-2
AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES (continued)
We have omitted all other financial statement schedules because the required
information is either (1) not present; (2) not present in amounts sufficient to
require submission of the schedule; or (3) the information required is included
elsewhere in the financial statements or related notes.
F-3
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON
FINANCIAL STATEMENT SCHEDULES
To the Board of Directors of AmeriGas Partners, L.P.
and the Board of Directors of AmeriGas Propane Inc.:
Our audits of the consolidated financial statements, of management's assessment
of the effectiveness of internal control over financial reporting and of the
effectiveness of internal control over financial reporting referred to in our
report dated December 13, 2005 appearing in the 2005 Annual Report to
Unitholders of AmeriGas Partners, L.P. (which report, consolidated financial
statements and assessment are incorporated by reference in this Annual Report on
Form 10-K) also included an audit of the financial statement schedules listed in
Item 15(a)(2) of this Form 10-K. In our opinion, these financial statement
schedules present fairly, in all material respects, the information set forth
therein when read in conjunction with the related consolidated financial
statements.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
December 13, 2005
F-4
AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)
BALANCE SHEETS
(Thousands of dollars)
September 30,
-------------------
2005 2004
-------- --------
ASSETS
Current assets:
Cash $ 8,806 $ 3,501
Accounts receivable -- --
-------- --------
Total current assets 8,806 3,501
Investment in AmeriGas Propane, L.P. 833,289 750,328
Deferred charges 4,921 7,527
-------- --------
Total assets $847,016 $761,356
======== ========
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
Accounts payable $ 4,032 $ 741
Accrued interest 15,695 15,383
-------- --------
Total current liabilities 19,727 16,124
Long-term debt 489,872 456,194
Commitments and contingencies
Partners' capital:
Common unitholders 289,396 276,887
General partner 2,920 2,783
Accumulated other comprehensive income (loss) 45,101 9,368
-------- --------
Total partners' capital 337,417 289,038
-------- --------
Total liabilities and partners' capital $847,016 $761,356
======== ========
Commitments and Contingencies:
Scheduled principal repayments of long-term debt during each of the
next five fiscal years ending September 30 are as follows: 2006-$60,000;
2007-$0; 2008-$0; 2009-$0; 2010-$0.
S-1
AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)
STATEMENTS OF OPERATIONS
(Thousands of dollars)
Year Ended September 30,
------------------------------
2005 2004 2003
-------- -------- --------
Operating expenses $ 42 $ (256) $ (151)
Loss on extinguishments of debt (33,602) -- (3,023)
Interest expense (39,834) (39,639) (38,384)
-------- -------- --------
Loss before income taxes (73,394) (39,895) (41,558)
Income tax expense 60 66 61
-------- -------- --------
Loss before equity in income of AmeriGas Propane, L.P. (73,454) (39,961) (41,619)
Equity in income of AmeriGas Propane, L.P. 134,299 131,815 113,577
-------- -------- --------
Net income $ 60,845 $ 91,854 $ 71,958
======== ======== ========
General partner's interest in net income $ 608 $ 919 $ 720
======== ======== ========
Limited partners' interest in net income $ 60,237 $ 90,935 $ 71,238
======== ======== ========
Income per limited partner unit - basic and diluted: $ 1.10 $ 1.71 $ 1.42
======== ======== ========
Average limited partner units outstanding - basic (thousands) 54,602 53,097 50,267
======== ======== ========
Average limited partner units outstanding - diluted (thousands) 54,655 53,172 50,337
======== ======== ========
S-2
AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)
STATEMENTS OF CASH FLOWS
(Thousands of dollars)
Year Ended September 30,
---------------------------------
2005 2004 2003
--------- --------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES (A) $ 90,307 $ 117,425 $ 112,010
CASH FLOWS FROM INVESTING ACTIVITIES:
Contributions to AmeriGas Propane, L.P. (73,415) (82,493) (108,513)
--------- --------- ---------
Net cash used by investing activities (73,415) (82,493) (108,513)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions (122,186) (117,538) (111,462)
Issuance of long-term debt 410,550 30,135 122,780
Repayments of long-term debt (373,360) -- (86,913)
Proceeds from issuance of Common Units 72,675 51,197 75,005
Capital contribution from General Partner 734 517 758
--------- --------- ---------
Net cash (used) provided by financing activities (11,587) (35,689) 168
--------- --------- ---------
(Decrease) increase in cash and cash equivalents $ 5,305 $ (757) $ 3,665
========= ========= =========
CASH AND CASH EQUIVALENTS:
End of year $ 8,806 $ 3,501 $ 4,258
Beginning of year 3,501 4,258 593
--------- --------- ---------
(Decrease) increase $ 5,305 $ (757) $ 3,665
========= ========= =========
(a) Includes distributions received from AmeriGas Propane, L.P. of $161,058,
$155,488 and $142,935 for the years ended September 30, 2005, 2004 and
2003, respectively.
S-3
AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(Thousands of dollars)
Charged
Balance at (credited) Balance at
beginning to costs and end of
of year expenses Other year
---------- ------------ -------- ----------
YEAR ENDED SEPTEMBER 30, 2005
Reserves deducted from assets in the
consolidated balance sheet:
Allowance for doubtful accounts $11,964 $11,591 $(10,412)(1) $13,143
======= =======
Other reserves:
Self-insured property and casualty liability $53,172 $23,486 $(16,038)(2) $60,620
======= =======
Insured property and casualty liability $ 627 $ (250) $ -- $ 377
======= =======
Environmental, litigation and other $10,888 $ 744 $ (4,249)(2) $ 8,303
======== =======
920(3)
YEAR ENDED SEPTEMBER 30, 2004
Reserves deducted from assets in the
consolidated balance sheet:
Allowance for doubtful accounts $ 9,192 $ 9,772 $(8,819)(1) $11,964
======= =======
1,819(4)
Other reserves:
Self-insured property and casualty liability $45,856 $22,166 $(15,585)(2) $53,172
======= =======
735(3)
Insured property and casualty liability $ 627 $ -- $ -- $ 627
======= =======
Environmental, litigation and other $12,358 $ 1,730 $ (3,325)(2) $10,888
======= =======
125(3)
S-4
AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (CONTINUED)
(Thousands of dollars)
Charged
Balance at (credited) Balance at
beginning to costs and end of
of year expenses Other year
---------- ------------ -------- ----------
YEAR ENDED SEPTEMBER 30, 2003
Reserves deducted from assets in
the consolidated balance sheet:
Allowance for doubtful accounts $ 7,588 $ 9,046 $ (7,442)(1) $ 9,192
======= =======
Other reserves:
Self-insured property and casualty liability $37,395 $20,488 $(12,027)(2) $45,856
======= =======
Insured property and casualty liability $ 3,500 $(2,805) $ (68)(3) $ 627
======= =======
Environmental, litigation and other $12,999 $ 2,525 $ (3,610)(2) $12,358
======= =======
444(3)
(1) Uncollectible accounts written off, net of recoveries.
(2) Payments, net of any refunds
(3) Other adjustments, primarily reclassifications
(4) Acquisitions
S-5
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
10.29 Description of Oral Employment At-Will Agreements for Eugene V. N.
Bissell, William D. Katz, Robert H. Knauss and Jerry E. Sheridan
10.44 Summary of Director Compensation
13 Pages 10 through 26 of the 2005 Annual Report to Unitholders
21 Subsidiaries of the Registrant
23 Consent of PricewaterhouseCoopers LLP
31.1 Certification by the Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act
31.2 Certification by the Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act
32 Certification by the Chief Executive Officer and Chief Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley Act
70