1
INDEX TO FINANCIAL AND OTHER INFORMATION
Consolidated Balance Sheets...........................................................10
Consolidated Statements of Operations.................................................11
Consolidated Statements of Cash Flows.................................................12
Consolidated Statements of Partners' Capital..........................................13
Notes to Consolidated Financial Statements............................................14
General Partner's Report..............................................................23
Report of Independent Public Accountants..............................................23
Directors and Officers................................................................24
Unitholder Information................................................................25
AmeriGas Partners, L.P. 1999 Annual Report
9
2
CONSOLIDATED BALANCE SHEETS
(THOUSANDS OF DOLLARS)
September 30,
--------------------
1999 1998
ASSETS
Current assets:
Cash and cash equivalents (note 2) ........................... $ 390 $ 8,873
Accounts receivable (less allowances for doubtful accounts
of $5,998 and $6,432, respectively) ......................... 66,937 58,778
Inventories (notes 2 and 6) .................................. 53,455 49,394
Prepaid expenses and other current assets .................... 19,787 16,301
- ----------------------------------------------------------------------------------------------
Total current assets ........................................ 140,569 133,346
Property, plant and equipment (less accumulated depreciation and
amortization of $236,628 and $205,083, respectively)
(notes 2 and 7) ............................................... 435,545 442,042
Intangible assets (less accumulated amortization of $165,676 and
$141,382, respectively) (note 2) ............................. 608,878 629,355
Other assets (note 2) .......................................... 11,469 12,473
- ----------------------------------------------------------------------------------------------
Total assets ................................................ $1,196,461 $1,217,216
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
Current maturities of long-term debt (note 4) ................ $ 17,394 $ 6,068
Bank loans (note 4) .......................................... 22,000 10,000
Accounts payable -- trade .................................... 48,730 34,075
Accounts payable -- related parties (note 10) ................ 2,151 6,799
Employee compensation and benefits accrued ................... 23,530 19,962
Interest accrued ............................................. 29,140 28,053
Refunds and deposits ......................................... 23,244 25,938
Other current liabilities (note 11) .......................... 21,718 29,402
- ----------------------------------------------------------------------------------------------
Total current liabilities ................................... 187,907 160,297
Long-term debt (note 4) ........................................ 727,331 702,926
Other noncurrent liabilities ................................... 43,802 50,069
Commitments and contingencies (note 9)
Minority interest (note 2) ..................................... 3,380 4,049
Partners' capital (note 8):
Common unitholders (units issued -- 32,078,293 and
22,105,993, respectively) ................................... 177,947 157,866
Subordinated unitholders (units issued -- 9,891,072 and
19,782,146, respectively) ................................... 53,756 139,012
General partner .............................................. 2,338 2,997
- ----------------------------------------------------------------------------------------------
Total partners' capital ..................................... 234,041 299,875
- ----------------------------------------------------------------------------------------------
Total liabilities and partners' capital ..................... $1,196,461 $1,217,216
========== ==========
The accompanying notes are an integral part of these financial statements.
AmeriGas Partners, L.P. 1999 Annual Report
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3
CONSOLIDATED STATEMENTS OF OPERATIONS
(THOUSANDS OF DOLLARS, EXCEPT PER UNIT)
Year Ended September 30,
-----------------------------------
1999 1998 1997
- ------------------------------------------------------------------------------------------------------
Revenues (note 2):
Propane .......................................... $ 785,140 $ 834,627 $ 994,200
Other ............................................ 87,395 79,751 83,625
- ------------------------------------------------------------------------------------------------------
872,535 914,378 1,077,825
- ------------------------------------------------------------------------------------------------------
Costs and expenses:
Cost of sales -- propane ......................... 354,063 410,713 563,959
Cost of sales -- other ........................... 36,705 33,047 36,413
Operating and administrative expenses (note 10) .. 329,635 320,220 316,392
Depreciation and amortization (note 2) ........... 64,878 63,225 62,004
Other income, net (note 13) ...................... (5,392) (745) (11,316)
- ------------------------------------------------------------------------------------------------------
779,889 826,460 967,452
- ------------------------------------------------------------------------------------------------------
Operating income ................................... 92,646 87,918 110,373
Interest expense ................................... (66,585) (66,189) (65,658)
- ------------------------------------------------------------------------------------------------------
Income before income taxes ......................... 26,061 21,729 44,715
Income taxes (note 2) .............................. (58) (3) (180)
Minority interest (note 2) ......................... (368) (324) (555)
- ------------------------------------------------------------------------------------------------------
Net income ......................................... $ 25,635 $ 21,402 $ 43,980
- ---------------------------------------------------------=============================================
General partner's interest in net income ........... $ 256 $ 214 $ 440
- ---------------------------------------------------------=============================================
Limited partners' interest in net income ........... $ 25,379 $ 21,188 $ 43,540
- ---------------------------------------------------------=============================================
Income per limited partner unit -- basic and diluted $ .61 $ .51 $ 1.04
- ---------------------------------------------------------=============================================
Average limited partner units outstanding --
basic and diluted (thousands) .................... 41,918 41,886 41,799
- ---------------------------------------------------------=============================================
The accompanying notes are an integral part of these financial statements.
AmeriGas Partners, L.P. 1999 Annual Report
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4
CONSOLIDATED STATEMENTS OF CASH FLOWS
(THOUSANDS OF DOLLARS)
Year Ended September 30,
---------------------------------
1999 1998 1997
CASH FLOWS FROM OPERATING ACTIVITIES
Net income ..................................... $ 25,635 $ 21,402 $ 43,980
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization ............... 64,878 63,225 62,004
Other, net .................................. (941) (2,825) 3,939
- ----------------------------------------------------------------------------------------------
89,572 81,802 109,923
Net change in:
Accounts receivable ......................... (11,462) 15,904 1,511
Inventories and prepaid propane purchases ... (4,843) 36,774 (3,110)
Accounts payable ............................ 10,186 (14,187) 5,101
Other current assets and liabilities ........ (13,200) 12,625 (3,259)
- ----------------------------------------------------------------------------------------------
Net cash provided by operating activities ..... 70,253 132,918 110,166
- ----------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Expenditures for property, plant and equipment . (31,053) (31,577) (24,470)
Proceeds from disposals of assets .............. 5,705 5,153 10,613
Acquisitions of businesses, net of cash acquired (3,898) (8,076) (11,627)
- -----------------------------------------------------------------------------------------------
Net cash used by investing activities ......... (29,246) (34,500) (25,484)
- ----------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Distributions .................................. (93,130) (93,060) (92,861)
Minority interest activity ..................... (1,036) (1,039) (1,024)
Increase (decrease) in bank loans .............. 12,000 (18,000) 6,000
Issuance of long-term debt ..................... 96,007 23,000 8,131
Repayment of long-term debt .................... (63,347) (4,527) (3,007)
Capital contribution from general partner ...... 16 12 26
- -----------------------------------------------------------------------------------------------
Net cash used by financing activities ......... (49,490) (93,614) (82,735)
- -----------------------------------------------------------------------------------------------
Cash and cash equivalents increase (decrease) .... $ (8,483) $ 4,804 $ 1,947
===============================================================================================
CASH AND CASH EQUIVALENTS
End of period .................................. $ 390 $ 8,873 $ 4,069
Beginning of period ............................ 8,873 4,069 2,122
- ----------------------------------------------------------------------------------------------
Increase (decrease) ........................... $ (8,483) $ 4,804 $ 1,947
===============================================================================================
The accompanying notes are an integral part of these financial statements.
AmeriGas Partners, L.P. 1999 Annual Report
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5
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
(THOUSANDS OF DOLLARS, EXCEPT UNIT DATA)
Number of Units Total
----------------------------- General partners'
Common Subordinated Common Subordinated partner capital
- ------------------------------------------------------------------------------------------------------------------------------------
Balance September 30, 1996 ........ 21,949,272 19,782,146 $ 230,376 $ 207,439 $ 4,421 $ 442,236
Net income ...................... 22,857 20,683 440 43,980
Distributions (note 3) .......... (48,411) (43,521) (929) (92,861)
Common Units issued
in connection with acquisition . 111,135 2,645 -- 27 2,672
Capital contribution from
general partner ................ 786 709 15 1,510
- ------------------------------------------------------------------------------------------------------------------------------------
Balance September 30, 1997 ........ 22,060,407 19,782,146 208,253 185,310 3,974 397,537
- ------------------------------------------------------------------------------------------------------------------------------------
Net income ...................... 11,182 10,006 214 21,402
Distributions (note 3) .......... (48,608) (43,521) (931) (93,060)
Adjustments to net assets
contributed (note 8) ........... (14,172) (12,783) (272) (27,227)
Common Units issued in connection
with acquisition (note 10) ..... 45,586 1,211 -- 12 1,223
- ------------------------------------------------------------------------------------------------------------------------------------
Balance September 30, 1998 ........ 22,105,993 19,782,146 157,866 139,012 2,997 299,875
- ------------------------------------------------------------------------------------------------------------------------------------
Net income ...................... 4,372 21,007 256 25,635
Distributions (note 3) .......... (54,118) (38,081) (931) (93,130)
Conversion of Subordinated
Units (note 3) ................. 9,891,074 (9,891,074) 68,182 (68,182) -- --
Common Units issued
in connection with employee
incentive plan (note 8) ........ 81,226 1,645 -- 16 1,661
- ------------------------------------------------------------------------------------------------------------------------------------
Balance September 30, 1999 ........ 32,078,293 9,891,072 $ 177,947 $ 53,756 $ 2,338 $ 234,041
====================================================================================================================================
The accompanying notes are an integral part of these financial statements.
AmeriGas Partners, L.P. 1999 Annual Report
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6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(THOUSANDS OF DOLLARS, EXCEPT PER UNIT)
1. PARTNERSHIP ORGANIZATION AND FORMATION
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
3. QUARTERLY DISTRIBUTIONS OF AVAILABLE CASH
4. DEBT
5. EMPLOYEE RETIREMENT PLANS
6. INVENTORIES
7. PROPERTY, PLANT AND EQUIPMENT
8. PARTNERS' CAPITAL AND INCENTIVE COMPENSATION PLAN
9. COMMITMENTS AND CONTINGENCIES
10. RELATED PARTY TRANSACTIONS
11. OTHER CURRENT LIABILITIES
12. FINANCIAL INSTRUMENTS
13. OTHER INCOME, NET
14. QUARTERLY DATA (UNAUDITED)
1. PARTNERSHIP ORGANIZATION AND FORMATION
AmeriGas Partners, L.P. ("AmeriGas Partners") was formed November 2, 1994 and is
a publicly traded limited partnership. AmeriGas Partners owns a 98.99% limited
partner interest in AmeriGas Propane, L.P. (the "Operating Partnership"). The
Operating Partnership was formed to acquire the propane businesses and assets of
AmeriGas Propane, Inc. (a Delaware corporation), AmeriGas Propane-2, Inc., and
Petrolane Incorporated ("Petrolane"). The Operating Partnership acquired such
assets on April 19, 1995. We refer to AmeriGas Partners, the Operating
Partnership, and their subsidiaries collectively as "the Partnership" or "we."
AmeriGas Partners and the Operating Partnership are Delaware limited
partnerships. The Operating Partnership is engaged in the distribution of
propane and related equipment and supplies. The Operating Partnership is the
largest retail propane distributor in the United States serving residential,
commercial, industrial, motor fuel and agricultural customers from locations in
46 states, including Alaska and Hawaii.
AmeriGas Propane, Inc. (the "General Partner"), a Pennsylvania corporation,
holds a 1% general partner interest in AmeriGas Partners and a 1.01% general
partner interest in the Operating Partnership. At September 30, 1999, the
General Partner and its wholly owned subsidiary Petrolane owned a combined
14,283,932 Common Units and 9,891,072 Subordinated Units of AmeriGas Partners.
The remaining 17,794,361 Common Units are publicly held. These Common and
Subordinated units represent limited partner interests in AmeriGas Partners.
AmeriGas Partners and the Operating Partnership have no employees. The
General Partner conducts, directs and manages all activities of AmeriGas
Partners and the Operating Partnership and is reimbursed on a monthly basis for
all direct and indirect expenses it incurs on their behalf.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CONSOLIDATION PRINCIPLES. Our consolidated financial statements include the
accounts of AmeriGas Partners, the Operating Partnership, and their
subsidiaries. We eliminate all significant intercompany accounts and
transactions when we consolidate. We account for the General Partner's 1.01%
interest in the Operating Partnership as a minority interest in the consolidated
financial statements.
USE OF ESTIMATES. We make estimates and assumptions when preparing financial
statements in conformity with generally accepted accounting principles. These
estimates and assumptions affect the reported amounts of assets and liabilities,
revenues and expenses, as well as the disclosure of contingent assets and
liabilities. Actual results could differ from these estimates.
REVENUE RECOGNITION. We recognize revenues from the sale of propane
principally as product is shipped or delivered to customers.
INVENTORIES AND PREPAID PROPANE PURCHASES. Our inventories are stated at the
lower of cost or market. We determine cost using an average cost method for
propane, specific identification for appliances, and the first-in, first-out
("FIFO") method for all other inventories. We also enter into contracts with
certain of our suppliers under which we prepay all or a portion of the purchase
price of a fixed volume of propane for future delivery. These prepayments are
included in prepaid expenses and other current assets in the Consolidated
Balance Sheets.
PROPERTY, PLANT AND EQUIPMENT AND RELATED DEPRECIATION. We record property,
plant and equipment at cost. The amounts we assign to property, plant and
equipment of businesses we acquire are based upon estimated fair value at date
of acquisition. When we retire or dispose of plant and equipment, we remove from
the accounts the cost and accumulated depreciation and include in income any
gains or losses.
We compute depreciation of property, plant and equipment using the
straight-line method over estimated service lives generally ranging from 15 to
40 years for
AmeriGas Partners, L.P. 1999 Annual Report
14
7
buildings and improvements; 7 to 30 years for storage and customer tanks and
cylinders; and 5 to 10 years for vehicles, equipment and office furniture and
fixtures. Depreciation expense was $39,795 in 1999, $38,133 in 1998, and $37,366
in 1997.
INTANGIBLE ASSETS. Intangible assets comprise the following at September 30:
1999 1998
- ------------------------------------------------------------------
Goodwill (less accumulated amortization
of $109,596 and $94,605, respectively) $494,144 $507,559
Excess reorganization value (less
accumulated amortization of
$52,301 and $44,360, respectively) ... 109,205 117,147
Other (less accumulated amortization
of $3,779 and $2,417, respectively) .. 5,529 4,649
- ------------------------------------------------------------------
Total intangible assets ............... $608,878 $629,355
==================================================================
We amortize goodwill resulting from business combinations accounted for as
purchases on a straight-line basis over 40 years. We amortize excess
reorganization value (resulting from Petrolane's July 15, 1993 reorganization
under Chapter 11 of the U.S. Bankruptcy Code) on a straight-line basis over 20
years. We amortize other intangible assets over the estimated periods of benefit
which do not exceed ten years. Amortization expense of intangible assets was
$24,295 in 1999, $24,922 in 1998, and $24,469 in 1997.
We evaluate the impairment of long-lived assets, including intangibles,
whenever events or changes in circumstances indicate that the carrying amount of
such assets may not be recoverable. We evaluate recoverability based upon
undiscounted future cash flows expected to be generated by such assets.
OTHER ASSETS. Included in other assets are net deferred debt issuance costs
of $10,017 at September 30, 1999 and $10,876 at September 30, 1998. We are
amortizing these costs over the term of the related debt.
COMPUTER SOFTWARE COSTS. We include in property, plant and equipment external
and incremental internal costs associated with computer software we develop for
use in our business. We begin capitalizing these costs when the preliminary
stage of the project is completed. We amortize these costs on a straight-line
basis over a period of five to seven years once the installed software is ready
for its intended use.
ENVIRONMENTAL LIABILITIES. We accrue environmental investigation and cleanup
costs when it is probable that a liability exists and the amount or range of
amounts can be reasonably estimated. Our estimated liability for environmental
contamination is reduced to reflect anticipated participation of other
responsible parties but is not reduced for possible recovery from insurance
carriers. We do not discount to present value the costs of future expenditures
for environmental liabilities.
INCOME TAXES. AmeriGas Partners and the Operating Partnership are not
directly subject to federal and state income taxes. Instead, their taxable
income or loss is allocated to the individual partners. The Operating
Partnership does, however, have corporate subsidiaries which are subject to
federal and state income taxes. Accordingly, our consolidated financial
statements reflect income taxes related to these corporate subsidiaries. Net
income for financial statement purposes may differ significantly from taxable
income reportable to unitholders. This is a result of (1) differences between
the tax basis and financial reporting basis of assets and liabilities and (2)
the taxable income allocation requirements of the Amended and Restated Agreement
of Limited Partnership ("Partnership Agreement") and the Internal Revenue Code.
UNIT-BASED COMPENSATION. As permitted by Statement of Financial Accounting
Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation" ("SFAS
123"), we apply the provisions of Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" ("APB 25") in recording compensation
expense for grants of stock, stock options, and other equity instruments to
employees. Our compensation expense under APB 25 was not different from amounts
determined under the provisions of SFAS 123.
NET INCOME PER UNIT. Net income per unit is computed by dividing net income,
after deducting the General Partner's 1% interest, by the weighted average
number of Common and Subordinated units outstanding. There were no potentially
dilutive securities outstanding during the periods presented.
DERIVATIVE INSTRUMENTS. We use derivative instruments, including futures
contracts, price swap agreements and option contracts, to hedge exposure to
market risk associated with a portion of our anticipated propane purchases.
Additionally, on occasion we enter into interest
AmeriGas Partners, L.P. 1999 Annual Report
15
8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,
CONTINUED
(THOUSANDS OF DOLLARS, EXCEPT PER UNIT)
rate protection agreements to reduce interest rate risk associated with
anticipated issuances of debt.
We recognize gains or losses on derivative instruments associated with these
forecasted transactions when such transactions affect earnings. If it is
probable that the original forecasted transaction will not occur, we immediately
recognize in earnings any gain or loss on the related derivative instrument. If
such derivative instrument is terminated early for other economic reasons, we
defer any gain or loss as of the termination date until such time as the
forecasted transaction affects earnings.
CONSOLIDATED STATEMENTS OF CASH FLOWS. We define cash equivalents as all
highly liquid investments with maturities of three months or less when
purchased. We record cash equivalents at cost plus accrued interest, which
approximates market value. We paid interest totaling $66,984 in 1999, $67,069 in
1998, and $67,103 in 1997.
COMPREHENSIVE INCOME. We adopted SFAS No. 130, "Reporting Comprehensive
Income" ("SFAS 130") in 1999. SFAS 130 establishes standards for reporting and
displaying comprehensive income, comprising net income and other nonowner
changes in equity, in the financial statements. For all periods presented,
comprehensive income was the same as net income.
SEGMENT INFORMATION. In 1999 we adopted SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information" ("SFAS 131"). SFAS 131
establishes standards for reporting information about operating segments as well
as related disclosures about products and services, geographic areas and major
customers. In determining our reportable segments under the provisions of SFAS
131, we examined the way we organize our business internally for making
operating decisions and assessing business performance. Based upon this
examination, we have determined that we have a single reportable operating
segment which engages in the distribution of propane and related equipment and
supplies. No single customer represents one percent or more of consolidated
revenues. In addition, virtually all of the partnership's revenues are derived
from sources within the U.S. and virtually all of its long-lived assets are
located in the U.S.
ACCOUNTING PRINCIPLES NOT YET ADOPTED. In March 1998, the American Institute
of Certified Public Accountants issued Statement of Position No. 98-1,
"Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use" ("SOP 98-1"). SOP 98-1 requires companies to capitalize the cost
of computer software developed or obtained for internal use once certain
criteria have been met. We will adopt SOP 98-1 in fiscal 2000. We do not expect
the adoption of SOP 98-1 will have a material effect on our financial position
or results of operations.
In June 1998, the Financial Accounting Standards Board (FASB) issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS
133"). SFAS 133 establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities. It requires that an entity recognize all
derivative instruments as either assets or liabilities and measure them at fair
value. The accounting for changes in fair value depends upon the purpose of the
derivative instrument and whether it is designated and qualifies for hedge
accounting. To the extent derivative instruments qualify and are designated as
hedges of forecasted transactions, changes in fair value will generally be
reported as a component of other comprehensive income and be reclassified into
net income when the forecasted transaction affects earnings. To the extent such
derivative instrument qualifies as a hedge of a firm commitment, any gain or
loss would generally be recognized in earnings when the firm commitment affects
earnings. In June 1999, the FASB deferred the effective date of SFAS 133 to
fiscal years beginning after June 15, 2000. Accordingly, we will adopt SFAS 133
in fiscal 2001. The impact of SFAS 133 will depend upon the extent to which we
use derivative instruments and their designation and effectiveness as hedges of
market risk.
3. QUARTERLY DISTRIBUTIONS OF AVAILABLE CASH
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 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,
AmeriGas Partners, L.P. 1999 Annual Report
16
9
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,
CONTINUED
(THOUSANDS OF DOLLARS, EXCEPT PER UNIT)
3. less the amount of cash reserves established by the General Partner in its
reasonable discretion.
The General Partner may establish reserves for the proper conduct of the
Partnership's business and for distributions during the next four quarters. In
addition, certain of the Partnership's debt agreements require reserves be
established for the payment of debt principal and interest.
Distributions of Available Cash will generally be made 98% to the Common and
Subordinated unitholders and 2% to the General Partner. The Partnership may pay
an incentive distribution if Available Cash exceeds the Minimum Quarterly
Distribution of $0.55 ("MQD") on all units. If there is sufficient Available
Cash, the holders of Common Units have the right to receive the MQD, plus any
arrearages, before the distribution of Available Cash to holders of Subordinated
Units. Common Units will not accrue arrearages for any quarter after the
Subordination Period (as defined below), and Subordinated Units will not accrue
arrearages for any quarter.
The Partnership Agreement provides that 4,945,537 Subordinated Units may
convert into Common Units on the first day after the distribution record date
for any quarter ending on or after March 31, 1998, and an additional 4,945,537
Subordinated Units may convert on the first day after the distribution record
date for any quarter ending on or after March 31, 1999, if as of such quarterly
dates certain historical and projected cash generation-based requirements are
met. Because the required cash generation-based objectives were achieved as of
March 31, 1999, a total of 9,891,074 Subordinated Units held by the General
Partner and its wholly owned subsidiary, Petrolane, were converted into Common
Units on May 18, 1999. The remaining outstanding 9,891,072 Subordinated Units
held by the General Partner are eligible to convert to Common Units on the first
day after the record date for any quarter ending on or after March 31, 2000 in
respect of which:
1. distributions of Available Cash from Operating Surplus (as defined in the
Partnership Agreement) equal or exceed the MQD on each of the outstanding
Common and Subordinated units for each of the four consecutive
nonoverlapping four-quarter periods immediately preceding such date,
2. the Adjusted Operating Surplus (as defined in the Partnership Agreement)
generated during both (i) each of the two immediately preceding
nonoverlapping four-quarter periods and (ii) the immediately preceding
sixteen-quarter period, equals or exceeds the MQD on each of the Common and
Subordinated units outstanding during those periods, and
3. there are no arrearages on the Common Units.
The ability of the Partnership to attain the cash-based performance and
distribution requirements will depend upon a number of factors including highly
seasonal operating results, changes in working capital, asset sales and debt
refinancings. Based upon projected results assuming normal weather, it is
reasonably possible that the remaining 9,871,072 Subordinated Units could
convert to Common Units during fiscal 2000.
4. DEBT
Long-term debt comprises the following at September 30:
1999 1998
- --------------------------------------------------------------------------------
AmeriGas Partners Senior Notes,
10.125%, due April 2007 ................... $ 100,000 $ 100,000
Operating Partnership First Mortgage Notes:
Series A, 9.34%-11.71%, due April 2000
through April 2009 (including
unamortized premium of $12,118 and $13,511,
respectively, calculated at an
8.91% effective rate) ................... 220,118 221,511
Series B, 10.07%, due April 2001 through
April 2005 (including unamortized premium
of $7,969 and $9,838, respectively,
calculated at an 8.74% effective rate) .. 207,969 209,838
Series C, 8.83%, due April 2003
through April 2010 ...................... 110,000 110,000
Series D, 7.11%, due March 2009
(including unamortized premium of $2,899
calculated at a 6.52% effective rate) ... 72,899 --
Operating Partnership Acquisition Facility .. 23,000 60,000
Other (including capital lease obligations
of $3,540 and $980, respectively).......... 10,739 7,645
- --------------------------------------------------------------------------------
Total long-term debt ........................ 744,725 708,994
Less current maturities ..................... (17,394) (6,068)
- --------------------------------------------------------------------------------
Total long-term debt due after one year ..... $ 727,331 $ 702,926
================================================================================
Scheduled repayments of long-term debt for each of the next five fiscal years
ending September 30 are as follows: 2000 - $17,394; 2001 - $69,600; 2002 -
$71,733; 2003 - $65,546; 2004 - $61,057.
AmeriGas Partners, L.P. 1999 Annual Report
17
10
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,
CONTINUED
(THOUSANDS OF DOLLARS, EXCEPT PER UNIT)
AMERIGAS PARTNERS SENIOR NOTES. The 10.125% Senior Notes of AmeriGas Partners
are not redeemable prior to April 15, 2000. Thereafter, AmeriGas Partners has
the option to redeem the Senior Notes, in whole or in part. A redemption premium
applies until April 15, 2004. In addition, AmeriGas Partners may, under certain
circumstances following the disposition of assets or a change of control, be
required to offer to prepay the Senior Notes.
FIRST MORTGAGE NOTES. The Operating Partnership's First Mortgage Notes are
collateralized by substantially all of its assets. The General Partner and
Petrolane are co-obligors of the Series A, B, and C First Mortgage Notes, and
the General Partner is co-obligor of the Series D First Mortgage Notes. The
Operating Partnership may prepay the First Mortgage Notes, in whole or in part.
These prepayments include a make whole premium. Following the disposition of
assets or a change of control, the Operating Partnership may be required to
offer to prepay the First Mortgage Notes, in whole or in part.
BANK CREDIT AGREEMENT. The Operating Partnership's Bank Credit Agreement
consists of a Revolving Credit Facility and an Acquisition Facility. The
Operating Partnership's obligations under the Bank Credit Agreement are
collateralized by substantially all of its assets. The General Partner and
Petrolane are co-obligors of amounts outstanding under the Bank Credit
Agreement.
Under the Revolving Credit Facility, the Operating Partnership may borrow up
to $100,000 (including a $35,000 sublimit for letters of credit) subject to
restrictions in the 10.125% Senior Notes of AmeriGas Partners (see "Restrictive
Covenants" below). The Revolving Credit Facility expires September 15, 2002, but
may be extended for additional one-year periods with the consent of the
participating banks representing at least 80% of the commitments thereunder. The
Revolving Credit Facility permits the Operating Partnership to borrow at various
prevailing interest rates, including the Base Rate, defined as the higher of the
Federal Funds Rate plus 0.50% or the agent bank's reference rate (8.25% at
September 30, 1999), or at two-week, one-, two-, three-, or six-month offshore
interbank offering rates ("IBOR"), plus a margin. The margin on IBOR borrowings
(which ranges from 0.20% to 1.00%) and the Revolving Credit Facility commitment
fee rate are dependent upon the Operating Partnership's ratio of funded debt to
earnings before interest, income taxes, depreciation and amortization
("EBITDA"), each as defined in the Bank Credit Agreement.
The Operating Partnership had borrowings under the Revolving Credit Facility
totaling $22,000 at September 30, 1999 and $10,000 at September 30, 1998, which
we classify as bank loans. The weighted-average interest rates on the bank loans
outstanding were 6.26% as of September 30, 1999 and 6.22% as of September 30,
1998. Issued outstanding letters of credit under the Revolving Credit Facility
totaled $5,855 at September 30, 1999 and $500 at September 30, 1998.
The Acquisition Facility provides the Operating Partnership with the ability
to borrow up to $75,000 to finance the purchase of propane businesses or propane
business assets. The Acquisition Facility operates as a revolving facility
through September 15, 2000, at which time it converts to a quarterly amortizing
four-year term loan. The Acquisition Facility permits the Operating Partnership
to borrow at the Base Rate or at two-week, one-, two-, three-, or six-month
IBOR, plus a margin. The margin on IBOR borrowings and the Acquisition Facility
commitment fee rate are dependent upon the Operating Partnership's ratio of
funded debt to EBITDA, as defined. The weighted-average interest rates on
Acquisition Facility loans outstanding were 6.02% as of September 30, 1999 and
6.18% as of September 30, 1998. In addition to the $23,000 outstanding under the
Acquisition Facility at September 30, 1999, the Operating Partnership had the
ability to borrow an additional $47,000 based upon eligible propane business and
asset expenditures through that date.
GENERAL PARTNER FACILITY. The Operating Partnership also has a revolving
credit agreement with the General Partner under which it may borrow up to
$20,000 to fund working capital, capital expenditures, and interest and
distribution payments. This agreement is coterminous with, and generally
comparable to, the Operating Partnership's Revolving Credit Facility except that
borrowings under the General Partner Facility are unsecured and subordinated to
all senior debt of the Partnership. Interest rates on borrowings are based upon
one-month IBOR. Commitment fees are determined in
AmeriGas Partners, L.P. 1999 Annual Report
18
11
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,
CONTINUED
(THOUSANDS OF DOLLARS, EXCEPT PER UNIT)
the same manner as fees under the Revolving Credit Facility. UGI Corporation has
agreed to contribute up to $20,000 to the General Partner to fund such
borrowings.
RESTRICTIVE COVENANTS. The 10.125% Senior Notes of AmeriGas Partners restrict
the ability of the Partnership to, among other things, incur additional
indebtedness, incur liens, issue preferred interests, prepay subordinated
indebtedness, and effect mergers, consolidations and sales of assets. Under the
Senior Notes Indenture, AmeriGas Partners is generally permitted to make cash
distributions equal to available cash, as defined, as of the end of the
immediately preceding quarter, if certain conditions are met. These conditions
include:
1. no event of default exists or would exist upon making such distributions
and
2. the Partnership's consolidated fixed charge coverage ratio, as defined, is
greater than 1.75-to-1.
If the ratio in item 2 above is less than or equal to 1.75-to-1, the
Partnership may make cash distributions in a total amount not to exceed $24,000
less the total amount of distributions made during the immediately preceding 16
fiscal quarters. At September 30, 1999, such ratio was 2.34-to-1.
The Bank Credit Agreement and the First Mortgage Notes restrict the incurrence
of additional indebtedness and also restrict certain liens, guarantees, loans
and advances, payments, mergers, consolidations, sales of assets and other
transactions. They also require the ratio of total indebtedness, as defined, to
EBITDA, as defined (calculated on a rolling four-quarter basis or eight-quarter
basis divided by two), to be less than or equal to 5.25-to-1. In addition, the
Bank Credit Agreement requires that the Operating Partnership maintain a ratio
of EBITDA to interest expense, as defined, of at least 2.25-to-1 on a rolling
four-quarter basis. Generally, as long as no default exists or would result, the
Operating Partnership is permitted to make cash distributions not more
frequently than quarterly in an amount not to exceed available cash, as defined,
for the immediately preceding calendar quarter.
5. EMPLOYEE RETIREMENT PLANS
The General Partner sponsors a 401(k) savings plan for eligible employees.
Participants in the savings plan may contribute a portion of their compensation
on a before-tax basis. We match employee contributions on a dollar-for-dollar
basis up to 5% of eligible compensation. The cost of benefits under our savings
plan was $3,713 in 1999, $4,101 in 1998, and $4,762 in 1997.
We provide postretirement health care benefits to a closed group of retired
employees, and we also provide limited life insurance benefits to nearly all
active employees and certain retired employees. The cost of postretirement
medical and life insurance benefits for 1999, 1998 and 1997, and the related
accumulated benefit obligations as of the end of such periods, were not
material.
6. INVENTORIES
Inventories comprise the following at September 30:
1999 1998
- -----------------------------------------------------
Propane gas .................... $37,135 $34,777
Materials, supplies and other... 12,162 11,386
Appliances for sale ............ 4,158 3,231
- -----------------------------------------------------
$53,455 $49,394
=====================================================
In addition to inventories on hand, we also enter into contracts to purchase
propane to meet a portion of our supply requirements. Generally, such contracts
have terms of less than one year and call for payment based on either fixed
prices or market prices at date of delivery.
7. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment comprise the following at September 30:
1999 1998
Land ......................... $ 52,064 $ 52,924
Buildings and improvements ... 53,376 52,481
Transportation equipment ..... 59,832 59,196
Storage facilities ........... 64,343 63,852
Equipment, primarily cylinders
and tanks .................... 436,481 408,471
Capital leases ............... 3,116 5,204
Other ........................ 2,961 4,997
- -----------------------------------------------------------
Gross property, plant and
equipment .................... 672,173 647,125
Less accumulated depreciation
and amortization ............ (236,628) (205,083)
- -----------------------------------------------------------
Net property, plant and
equipment .................... $ 435,545 $ 442,042
===========================================================
AmeriGas Partners, L.P. 1999 Annual Report
19
12
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,
CONTINUED
(THOUSANDS OF DOLLARS, EXCEPT PER UNIT)
8. PARTNERS' CAPITAL AND INCENTIVE COMPENSATION PLAN
During the Subordination Period as defined in the Partnership Agreement, we may
issue up to 9,400,000 additional Common Units (excluding Common Units issued in
connection with (1) employee benefit plans and (2) the conversion of
Subordinated Units into Common Units) or an equivalent number of securities
ranking on a parity with the Common Units without the approval of a majority of
the Common Unitholders. We may issue an unlimited number of additional Common
Units or parity securities without Common Unitholder approval if:
1. such issuance occurs in connection with acquisitions, including, in certain
circumstances, the repayment of debt incurred in connection with an
acquisition or
2. such issuance is for the repayment of up to $150,000 of long-term
indebtedness of the Partnership.
After the Subordination Period, the General Partner may, in its sole
discretion, cause the Partnership to issue an unlimited number of additional
Common Units and other equity securities of the Partnership ranking on a parity
with the Common Units.
In June 1998, the General Partner revised its estimate of the tax basis of
certain assets contributed to the Partnership in conjunction with the
Partnership's formation. The change in estimate resulted in the following
adjustments to the Consolidated Balance Sheet: (1) a $27,227 decrease in
partners' capital; (2) a $279 decrease in minority interest; (3) a $17,945
decrease in goodwill; and (4) a $9,561 decrease in excess reorganization value.
Under the AmeriGas Propane, Inc. 1997 Long-Term Incentive Plan ("1997 Propane
Incentive Plan"), the General Partner could grant to key employees the right to
receive a total of 500,000 AmeriGas Partners Common Units, or cash generally
equivalent to the fair market value of such Common Units, on the payment date.
In addition, the 1997 Propane Incentive Plan provided for the crediting of
Partnership distribution equivalents to participants' accounts.
Under the terms of the 1997 Propane Incentive Plan, the actual number of
Common Units awarded (or their cash equivalent), and the amount of the
distribution equivalent, depended upon when the requirements for early
conversion of Subordinated Units were met. Because the cash generation-based
requirements were achieved at March 31, 1999, a total of 81,226 Common Units
were issued, and $1,110 in cash was paid, in May 1999 to 1997 Propane Incentive
Plan participants. We recorded compensation expense for the 1997 Propane
Incentive Plan of $1,052 in 1999, $164 in 1998, and $1,560 in 1997.
9. COMMITMENTS AND CONTINGENCIES
We lease various buildings and transportation, data processing, and office
equipment under operating leases. Certain of the leases contain renewal and
purchase options and also contain escalation clauses. Our aggregate rental
expense for such leases was $30,449 in 1999, $29,026 in 1998, and $23,481 in
1997.
Minimum future payments under noncancelable capital and operating leases are
as follows:
CAPITAL OPERATING
LEASES LEASES
- --------------------------------------------------------------------------------
Year ending September 30,
2000..................... $1,001 $ 25,546
2001..................... 985 21,817
2002..................... 2,235 17,171
2003..................... - 13,481
2004..................... - 9,929
Thereafter............... - 23,893
- ----------------------------------------------------------
Total minimum lease obligations 4,221 $111,837
=========
Less imputed interest...... (681)
- ----------------------------------------
Present value of capital
lease obligations........ $3,540
========================================
The Partnership has succeeded to certain lease guarantee obligations of
Petrolane relating to Petrolane's divestiture of nonpropane operations before
its 1989 acquisition by QFB Partners. Future lease payments under these leases
total approximately $43,000. The leases expire through 2010, and some of them
are currently in default. The Partnership has succeeded to the indemnity
agreement of Petrolane by which Texas Eastern Corporation ("Texas Eastern"), a
prior owner of Petrolane, agreed to indemnify Petrolane against any liabilities
arising out of the conduct of businesses that do not relate to, and are not a
part of, the propane business, including lease guarantees. To date, Texas
Eastern has directly satisfied defaulted lease obligations without the
Partnership's having to honor its guarantee. We believe the probability that we
will be
AmeriGas Partners, L.P. 1999 Annual Report
20
13
required to directly satisfy such lease obligations is remote.
In addition, the Partnership has succeeded to Petrolane's agreement to
indemnify Shell Petroleum N.V. ("Shell") for various scheduled claims that were
pending against Tropigas de Puerto Rico ("Tropigas"). Petrolane had entered into
this indemnification agreement in conjunction with its sale of the international
operations of Tropigas to Shell in 1989. The Partnership also succeeded to
Petrolane's right to seek indemnity on these claims first from International
Controls Corp., which sold Tropigas to Petrolane, and then from Texas Eastern.
To date, neither the Partnership nor Petrolane has paid any sums under this
indemnity, but several claims by Shell, including claims related to certain
antitrust actions, aggregate at least $68,000. One of the Antitrust cases which
is the subject of the indemnity, Pressure Vessels of Puerto Rico, et al. v.
Empire Gas, et al., has been dismissed by the trial court. The grounds for the
dismissal are that the Public Service Commission of Puerto Rico has exclusive
jurisdiction over the claims asserted against the defendants which are public
service companies under the laws of Puerto Rico. Our inquiries have failed to
uncover any information that an appeal has been filed or that any complaint has
been filed with the Public Service Commission. The remaining Antitrust suit,
Puerto Rico Fuels, is pending before the Puerto Rico Supreme Court.
In addition to these matters, there are other pending claims and legal
actions arising in the normal course of our business. We cannot predict with
certainty the final results of these matters. However, it is reasonably possible
that some of them could be resolved unfavorably to us. Management believes,
after consultation with counsel, that damages or settlements, if any, recovered
by the plaintiffs in such claims or actions will not have a material adverse
effect on our financial position but could be material to our operating results
or cash flows in future periods depending on the nature and timing of future
developments with respect to these matters and the amounts of future operating
results and cash flows.
10. RELATED PARTY TRANSACTIONS
Under the Partnership Agreement, 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 $189,112 in 1999,
$184,917 in 1998, and $177,210 in 1997, include employee compensation and
benefit expenses of employees of the General Partner and general and
administrative expenses. UGI provides certain financial and administrative
services to the General Partner. UGI bills the General Partner for these direct
and indirect corporate expenses, and the General Partner is reimbursed by the
Partnership for these expenses. Such corporate expenses totaled $5,496 in 1999,
$5,935 in 1998, and $6,557 in 1997. In addition, UGI and certain of its
subsidiaries provide office space and general liability, automobile and workers'
compensation insurance to the Partnership. These expenses totaled $2,528 in
1999, $2,501 in 1998, and $3,009 in 1997.
During 1998, the Partnership, in conjunction with a propane business
acquisition, issued 45,586 Common Units to the General Partner having a fair
value of $1,211.
11. OTHER CURRENT LIABILITIES
Other current liabilities comprise the following at September 30:
1999 1998
- --------------------------------------------------------------------------
Self-insured property and casualty liability $ 7,768 $11,265
Insured property and casualty liability 4,568 3,800
Taxes other than income taxes. 4,517 5,471
Other......................... 4,865 8,866
- --------------------------------------------------------------------------
Total other current liabilities $21,718 $29,402
==========================================================================
12. FINANCIAL INSTRUMENTS
The carrying amounts of financial instruments included in current assets and
current liabilities (excluding current maturities of long-term debt) approximate
their fair values because of their short-term nature. We estimate the fair
values of our long-term debt to be $761,000 at September 30, 1999 and $772,000
at September 30, 1998. We make these estimates by using current market prices
and by discounting future cash flows using rates available for similar type
debt.
We have financial instruments such as trade accounts receivable which could
expose us to concentrations of credit risk. The credit risk from trade accounts
receivable is limited because we have a large customer base which extends across
many different U.S. markets. At September 30, 1999 and
AmeriGas Partners, L.P. 1999 Annual Report
21
14
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,
CONTINUED
(THOUSANDS OF DOLLARS, EXCEPT PER UNIT)
1998, we had no significant concentrations of credit risk.
We are a party to an interest rate protection agreement covering $50,000 of
long-term debt to be issued in fiscal 2001. The counterparty to this agreement
is a large financial institution. To the extent this agreement continues to
qualify as a hedge of the forecasted transaction, any gains or losses on the
agreement will be included in the basis of the long-term debt issued which will
adjust the effective interest rate. The estimated fair value of this agreement
was $3,242 at September 30, 1999 and $(2,441) at September 30, 1998.
At September 30, 1999 and 1998, we were a party to propane price swap and
option agreements with private counterparties with total notional amounts of
$12,900 and $13,000, respectively. These agreements mature through March 2000.
The total estimated fair values of these agreements were $2,911 and $(641) at
September 30, 1999 and 1998, respectively. In addition, at September 30, 1998,
the Partnership held zero-cost collars for propane having a total notional
ceiling amount of $11,800 and a total notional floor amount of $9,300. The
estimated fair value of these agreements was not material.
13. OTHER INCOME, NET
1999 1998 1997
- --------------------------------------------------------------------------------
Gain on sale of fixed assets $(2,190) $(1,411) $ (1,001)
Interest income......... (315) (22) (1,475)
Loss on interest rate protection
agreements............ - 4,000 -
Gain on sale of Atlantic Energy, Inc. - - (4,700)
Other................... (2,887) (3,312) (4,140)
- --------------------------------------------------------------------------------
Total other income, net. $(5,392) $ (745) $(11,316)
================================================================================
14. QUARTERLY DATA (UNAUDITED)
The following quarterly data includes all adjustments (consisting only of normal
recurring adjustments with the exception of those indicated below) which we
consider necessary for a fair presentation. Our quarterly results fluctuate
because of the seasonal nature of our propane business.
DECEMBER 31, MARCH 31, JUNE 30, SEPTEMBER 30,
1998 1997 1999 1998 1999 1998 1999 1998(a)
- ------------------------------------------------------------------------------------------------------------------------------------
Revenues ............. $ 237,784 $ 302,923 $ 304,925 $ 306,182 $ 161,944 $ 158,206 $ 167,882 $ 147,067
Operating
income (loss) ...... 34,792 44,037 72,246 59,385 (2,252) (652) (12,140) (14,852)
Net income (loss) .... 17,655 26,451 55,391 42,276 (18,477) (16,545) (28,934) (30,780)
Net income (loss) per
limited partner unit .42 .63 1.31 1.00 (.44) (.39) (.68) (.73)
- ------------------------------------------------------------------------------------------------------------------------------------
(a) Includes loss from interest rate protection agreements which increased
operating loss by $4,000 and net loss by $3,960 or $0.09 per limited partner
unit.
AmeriGas Partners, L.P. 1999 Annual Report
22
15
GENERAL PARTNER'S REPORT
The Partnership's consolidated financial statements and other financial
information contained in this Annual Report are prepared by management of the
General Partner, AmeriGas Propane, Inc., which is responsible for their
fairness, integrity and objectivity. The consolidated financial statements and
related information were prepared in accordance with generally accepted
accounting principles and include amounts that are based on management's best
judgments and estimates.
The General Partner has established a system of internal controls. Management
of the General Partner believes the system provides reasonable assurance that
assets are safeguarded and that transactions are executed in accordance with
management's authorization and are properly recorded to permit the preparation
of reliable financial information. There are limits in all systems of internal
control, based on the recognition that the cost of the system should not exceed
the benefits to be derived. We believe that the internal control system is cost
effective and provides reasonable assurance that material errors or
irregularities will be prevented or detected within a timely period. The
internal control system and compliance therewith are monitored by UGI
Corporation's internal audit staff.
The Audit Committee of the Board of Directors of the General Partner is
composed of two members, neither of whom is an employee of the Company. This
Committee is responsible, among other things, for reviewing the adequacy of
corporate financial reporting and accounting systems and controls, for
overseeing the external and internal auditing functions and for recommending to
the Board of Directors the independent public accountants to conduct the annual
audit of the Partnership's consolidated financial statements. The Committee
maintains direct channels of communication between the Board of Directors and
both the independent public accountants and internal auditors.
The independent public accountants, who are appointed by the Board of
Directors of the General Partner, perform certain procedures, including an
evaluation of internal controls to the extent required by generally accepted
auditing standards, in order to express an opinion on the consolidated financial
statements and to obtain reasonable assurance that such financial statements are
free of material misstatement.
/s/ Lon R. Greenberg
Lon R. Greenberg
Chairman, President and Chief Executive Officer
/s/ Martha B. Lindsay
Martha B. Lindsay
Chief Financial Officer
/s/ Richard R. Eynon
Richard R. Eynon
Chief Accounting Officer
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Partners of AmeriGas Partners, L.P. and
the Board of Directors of AmeriGas Propane, Inc.:
We have audited the accompanying consolidated balance sheets of AmeriGas
Partners, L.P. and subsidiaries as of September 30, 1999 and 1998, and the
related consolidated statements of operations, partners' capital and cash flows
for each of the three years in the period ended September 30, 1999. These
financial statements are the responsibility of the management of AmeriGas
Propane, Inc. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
AmeriGas Partners, L.P. and subsidiaries as of September 30, 1999 and 1998, and
the results of their operations and their cash flows for each of the three years
in the period ended September 30, 1999, in conformity with generally accepted
accounting principles.
/s/ Arthur Andersen LLP
Chicago, Illinois
November 12, 1999
AmeriGas Partners, L.P. 1999 Annual Report
23