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Share Name | Share Symbol | Market | Type |
---|---|---|---|
AmeriGas Partners LP | NYSE:APU | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 31.22 | 0 | 01:00:00 |
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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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23-2787918
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(State or Other Jurisdiction of
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(I.R.S. Employer
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Incorporation or Organization)
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Identification No.)
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Emerging growth company
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¨
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Page
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June 30,
2017 |
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September 30,
2016 |
|
June 30,
2016 |
||||||
ASSETS
|
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
4,710
|
|
|
$
|
15,827
|
|
|
$
|
307,657
|
|
Accounts receivable (less allowances for doubtful accounts of $12,801, $11,436 and $11,952, respectively)
|
|
205,039
|
|
|
182,665
|
|
|
187,551
|
|
|||
Accounts receivable — related parties
|
|
3,236
|
|
|
2,643
|
|
|
3,108
|
|
|||
Inventories
|
|
93,892
|
|
|
78,823
|
|
|
81,571
|
|
|||
Derivative instruments
|
|
2,080
|
|
|
7,994
|
|
|
8,968
|
|
|||
Prepaid expenses and other current assets
|
|
52,129
|
|
|
56,496
|
|
|
48,264
|
|
|||
Total current assets
|
|
361,086
|
|
|
344,448
|
|
|
637,119
|
|
|||
Property, plant and equipment (less accumulated depreciation and amortization of $1,584,416, $1,499,396 and $1,468,332, respectively)
|
|
1,231,653
|
|
|
1,274,557
|
|
|
1,285,518
|
|
|||
Goodwill
|
|
2,002,046
|
|
|
1,978,981
|
|
|
1,978,894
|
|
|||
Intangible assets, net
|
|
399,738
|
|
|
411,319
|
|
|
420,473
|
|
|||
Derivative instruments
|
|
279
|
|
|
1,166
|
|
|
891
|
|
|||
Other assets
|
|
43,172
|
|
|
47,299
|
|
|
43,864
|
|
|||
Total assets
|
|
$
|
4,037,974
|
|
|
$
|
4,057,770
|
|
|
$
|
4,366,759
|
|
LIABILITIES AND PARTNERS’ CAPITAL
|
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
|
||||||
Current maturities of long-term debt
|
|
$
|
11,332
|
|
|
$
|
8,475
|
|
|
$
|
358,605
|
|
Short-term borrowings
|
|
75,500
|
|
|
153,200
|
|
|
11,400
|
|
|||
Accounts payable — trade
|
|
89,097
|
|
|
94,007
|
|
|
81,358
|
|
|||
Accounts payable — related parties
|
|
869
|
|
|
2,759
|
|
|
684
|
|
|||
Customer deposits and advances
|
|
69,024
|
|
|
119,319
|
|
|
79,174
|
|
|||
Derivative instruments
|
|
2,457
|
|
|
381
|
|
|
4,562
|
|
|||
Other current liabilities
|
|
182,198
|
|
|
210,314
|
|
|
178,173
|
|
|||
Total current liabilities
|
|
430,477
|
|
|
588,455
|
|
|
713,956
|
|
|||
Long-term debt
|
|
2,567,994
|
|
|
2,325,334
|
|
|
2,329,000
|
|
|||
Derivative instruments
|
|
14
|
|
|
36
|
|
|
963
|
|
|||
Other noncurrent liabilities
|
|
136,732
|
|
|
124,736
|
|
|
116,855
|
|
|||
Total liabilities
|
|
3,135,217
|
|
|
3,038,561
|
|
|
3,160,774
|
|
|||
Commitments and contingencies (Note 6)
|
|
|
|
|
|
|
||||||
Partners’ capital:
|
|
|
|
|
|
|
||||||
AmeriGas Partners, L.P. partners’ capital:
|
|
|
|
|
|
|
||||||
Common unitholders (units issued — 92,958,063, 92,923,410 and 92,922,926, respectively)
|
|
850,578
|
|
|
967,073
|
|
|
1,150,641
|
|
|||
General partner
|
|
15,973
|
|
|
17,148
|
|
|
19,004
|
|
|||
Total AmeriGas Partners, L.P. partners’ capital
|
|
866,551
|
|
|
984,221
|
|
|
1,169,645
|
|
|||
Noncontrolling interest
|
|
36,206
|
|
|
34,988
|
|
|
36,340
|
|
|||
Total partners’ capital
|
|
902,757
|
|
|
1,019,209
|
|
|
1,205,985
|
|
|||
Total liabilities and partners’ capital
|
|
$
|
4,037,974
|
|
|
$
|
4,057,770
|
|
|
$
|
4,366,759
|
|
|
|
Three Months Ended
June 30, |
|
Nine Months Ended
June 30, |
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
Propane
|
|
$
|
403,954
|
|
|
$
|
385,566
|
|
|
$
|
1,803,816
|
|
|
$
|
1,718,748
|
|
Other
|
|
63,542
|
|
|
61,118
|
|
|
204,506
|
|
|
199,521
|
|
||||
|
|
467,496
|
|
|
446,684
|
|
|
2,008,322
|
|
|
1,918,269
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||
Cost of sales — propane (excluding depreciation shown below)
|
|
181,047
|
|
|
121,812
|
|
|
762,531
|
|
|
591,355
|
|
||||
Cost of sales — other (excluding depreciation shown below)
|
|
22,367
|
|
|
21,145
|
|
|
60,276
|
|
|
59,173
|
|
||||
Operating and administrative expenses
|
|
227,372
|
|
|
217,154
|
|
|
694,180
|
|
|
686,578
|
|
||||
Depreciation
|
|
35,482
|
|
|
35,668
|
|
|
103,891
|
|
|
110,807
|
|
||||
Amortization
|
|
10,659
|
|
|
10,742
|
|
|
31,873
|
|
|
32,228
|
|
||||
Other operating income, net
|
|
(8,294
|
)
|
|
(6,041
|
)
|
|
(10,787
|
)
|
|
(22,079
|
)
|
||||
|
|
468,633
|
|
|
400,480
|
|
|
1,641,964
|
|
|
1,458,062
|
|
||||
Operating (loss) income
|
|
(1,137
|
)
|
|
46,204
|
|
|
366,358
|
|
|
460,207
|
|
||||
Loss on extinguishments of debt
|
|
(4,434
|
)
|
|
(37,086
|
)
|
|
(59,729
|
)
|
|
(37,086
|
)
|
||||
Interest expense
|
|
(40,577
|
)
|
|
(40,838
|
)
|
|
(120,596
|
)
|
|
(122,669
|
)
|
||||
(Loss) income before income taxes
|
|
(46,148
|
)
|
|
(31,720
|
)
|
|
186,033
|
|
|
300,452
|
|
||||
Income tax expense
|
|
(646
|
)
|
|
(907
|
)
|
|
(2,129
|
)
|
|
(2,107
|
)
|
||||
Net (loss) income including noncontrolling interest
|
|
(46,794
|
)
|
|
(32,627
|
)
|
|
183,904
|
|
|
298,345
|
|
||||
Add net loss (deduct net income) attributable to noncontrolling interest
|
|
42
|
|
|
(442
|
)
|
|
(3,614
|
)
|
|
(4,533
|
)
|
||||
Net (loss) income attributable to AmeriGas Partners, L.P.
|
|
$
|
(46,752
|
)
|
|
$
|
(33,069
|
)
|
|
$
|
180,290
|
|
|
$
|
293,812
|
|
|
|
|
|
|
|
|
|
|
||||||||
General partner’s interest in net (loss) income attributable to AmeriGas Partners, L.P.
|
|
$
|
10,862
|
|
|
$
|
10,101
|
|
|
$
|
34,000
|
|
|
$
|
30,663
|
|
Limited partners’ interest in net (loss) income attributable to AmeriGas Partners, L.P.
|
|
$
|
(57,614
|
)
|
|
$
|
(43,170
|
)
|
|
$
|
146,290
|
|
|
$
|
263,149
|
|
(Loss) income per limited partner unit — basic and diluted:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
(0.62
|
)
|
|
$
|
(0.46
|
)
|
|
$
|
1.56
|
|
|
$
|
2.81
|
|
Diluted
|
|
$
|
(0.62
|
)
|
|
$
|
(0.46
|
)
|
|
$
|
1.56
|
|
|
$
|
2.80
|
|
Weighted average limited partner units outstanding (thousands):
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
93,009
|
|
|
92,960
|
|
|
92,993
|
|
|
92,945
|
|
||||
Diluted
|
|
93,009
|
|
|
92,960
|
|
|
93,045
|
|
|
93,019
|
|
|
|
Nine Months Ended
June 30, |
||||||
|
|
2017
|
|
2016
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
||||
Net income including noncontrolling interest
|
|
$
|
183,904
|
|
|
$
|
298,345
|
|
Adjustments to reconcile net income including noncontrolling interest to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
135,764
|
|
|
143,035
|
|
||
Provision for uncollectible accounts
|
|
9,667
|
|
|
9,354
|
|
||
Change in unrealized losses (gains) on derivative instruments
|
|
8,853
|
|
|
(61,671
|
)
|
||
Loss on extinguishments of debt
|
|
59,729
|
|
|
37,086
|
|
||
Other, net
|
|
16,534
|
|
|
649
|
|
||
Net change in:
|
|
|
|
|
||||
Accounts receivable
|
|
(33,942
|
)
|
|
427
|
|
||
Inventories
|
|
(14,648
|
)
|
|
12,609
|
|
||
Accounts payable
|
|
(3,699
|
)
|
|
(22,105
|
)
|
||
Other current assets
|
|
(3,272
|
)
|
|
10,610
|
|
||
Other current liabilities
|
|
(70,402
|
)
|
|
(65,937
|
)
|
||
Net cash provided by operating activities
|
|
288,488
|
|
|
362,402
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
||||
Expenditures for property, plant and equipment
|
|
(74,482
|
)
|
|
(74,472
|
)
|
||
Proceeds from disposals of assets
|
|
16,252
|
|
|
11,230
|
|
||
Acquisitions of businesses, net of cash acquired
|
|
(36,824
|
)
|
|
(36,678
|
)
|
||
Net cash used by investing activities
|
|
(95,054
|
)
|
|
(99,920
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
||||
Distributions
|
|
(298,232
|
)
|
|
(288,891
|
)
|
||
Noncontrolling interest activity
|
|
(2,396
|
)
|
|
(4,350
|
)
|
||
Decrease in short-term borrowings
|
|
(77,700
|
)
|
|
(56,700
|
)
|
||
Issuances of long-term debt, net of issuance costs
|
|
1,207,727
|
|
|
1,333,407
|
|
||
Repayments of long-term debt, including redemption premiums
|
|
(1,035,430
|
)
|
|
(954,186
|
)
|
||
Proceeds associated with equity-based compensation plans, net of tax withheld
|
|
1,465
|
|
|
1,127
|
|
||
Capital contributions from General Partner
|
|
15
|
|
|
11
|
|
||
Net cash (used) provided by financing activities
|
|
(204,551
|
)
|
|
30,418
|
|
||
Cash and cash equivalents (decrease) increase
|
|
$
|
(11,117
|
)
|
|
$
|
292,900
|
|
CASH AND CASH EQUIVALENTS
|
|
|
|
|
||||
End of period
|
|
$
|
4,710
|
|
|
$
|
307,657
|
|
Beginning of period
|
|
15,827
|
|
|
14,757
|
|
||
(Decrease) increase
|
|
$
|
(11,117
|
)
|
|
$
|
292,900
|
|
For the nine months ended June 30, 2017:
|
|
Number of
Common Units
|
|
Common
unitholders
|
|
General
partner
|
|
Total
AmeriGas
Partners, L.P.
partners’ capital
|
|
Noncontrolling
interest
|
|
Total
partners’
capital
|
|||||||||||
Balance September 30, 2016
|
|
92,923,410
|
|
|
$
|
967,073
|
|
|
$
|
17,148
|
|
|
$
|
984,221
|
|
|
$
|
34,988
|
|
|
$
|
1,019,209
|
|
Net income including noncontrolling interest
|
|
|
|
146,290
|
|
|
34,000
|
|
|
180,290
|
|
|
3,614
|
|
|
183,904
|
|
||||||
Distributions
|
|
|
|
(263,042
|
)
|
|
(35,190
|
)
|
|
(298,232
|
)
|
|
(3,998
|
)
|
|
(302,230
|
)
|
||||||
Unit-based compensation expense
|
|
|
|
1,013
|
|
|
|
|
1,013
|
|
|
|
|
1,013
|
|
||||||||
General Partner contribution to AmeriGas Propane, L.P.
|
|
|
|
|
|
|
|
—
|
|
|
1,602
|
|
|
1,602
|
|
||||||||
Common Units issued in connection with employee and director plans, net of tax withheld
|
|
34,653
|
|
|
(756
|
)
|
|
15
|
|
|
(741
|
)
|
|
|
|
(741
|
)
|
||||||
Balance June 30, 2017
|
|
92,958,063
|
|
|
$
|
850,578
|
|
|
$
|
15,973
|
|
|
$
|
866,551
|
|
|
$
|
36,206
|
|
|
$
|
902,757
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
For the nine months ended June 30, 2016:
|
|
Number of
Common Units
|
|
Common
unitholders
|
|
General
partner
|
|
Total
AmeriGas
Partners, L.P.
partners’ capital
|
|
Noncontrolling
interest
|
|
Total
partners’
capital
|
|||||||||||
Balance September 30, 2015
|
|
92,889,980
|
|
|
$
|
1,145,291
|
|
|
$
|
18,925
|
|
|
$
|
1,164,216
|
|
|
$
|
36,157
|
|
|
$
|
1,200,373
|
|
Net income including noncontrolling interest
|
|
|
|
263,149
|
|
|
30,663
|
|
|
293,812
|
|
|
4,533
|
|
|
298,345
|
|
||||||
Distributions
|
|
|
|
(258,296
|
)
|
|
(30,595
|
)
|
|
(288,891
|
)
|
|
(4,350
|
)
|
|
(293,241
|
)
|
||||||
Unit-based compensation expense
|
|
|
|
1,070
|
|
|
|
|
1,070
|
|
|
|
|
1,070
|
|
||||||||
Common Units issued in connection with employee and director plans, net of tax withheld
|
|
32,946
|
|
|
(573
|
)
|
|
11
|
|
|
(562
|
)
|
|
|
|
(562
|
)
|
||||||
Balance June 30, 2016
|
|
92,922,926
|
|
|
$
|
1,150,641
|
|
|
$
|
19,004
|
|
|
$
|
1,169,645
|
|
|
$
|
36,340
|
|
|
$
|
1,205,985
|
|
|
|
Three Months Ended
June 30, |
|
Nine Months Ended
June 30, |
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net (loss) income attributable to AmeriGas Partners, L.P.
|
|
$
|
(46,752
|
)
|
|
$
|
(33,069
|
)
|
|
$
|
180,290
|
|
|
$
|
293,812
|
|
Adjust for general partner share and theoretical distributions of net income attributable to AmeriGas Partners, L.P. to the general partner in accordance with the two-class method for MLPs
|
|
(10,862
|
)
|
|
(10,101
|
)
|
|
(34,908
|
)
|
|
(33,039
|
)
|
||||
Common Unitholders’ interest in net (loss) income attributable to AmeriGas Partners, L.P. under the two-class method for MLPs
|
|
$
|
(57,614
|
)
|
|
$
|
(43,170
|
)
|
|
$
|
145,382
|
|
|
$
|
260,773
|
|
Weighted average Common Units outstanding — basic (thousands)
|
|
93,009
|
|
|
92,960
|
|
|
92,993
|
|
|
92,945
|
|
||||
Potentially dilutive Common Units (thousands)
|
|
—
|
|
|
—
|
|
|
52
|
|
|
74
|
|
||||
Weighted average Common Units outstanding — diluted (thousands)
|
|
93,009
|
|
|
92,960
|
|
|
93,045
|
|
|
93,019
|
|
|
|
June 30,
2017 |
|
September 30,
2016 |
|
June 30,
2016 |
||||||
Goodwill (not subject to amortization)
|
|
$
|
2,002,046
|
|
|
$
|
1,978,981
|
|
|
$
|
1,978,894
|
|
Intangible assets:
|
|
|
|
|
|
|
||||||
Customer relationships and noncompete agreements
|
|
$
|
536,894
|
|
|
$
|
520,180
|
|
|
$
|
529,739
|
|
Accumulated amortization
|
|
(220,100
|
)
|
|
(191,805
|
)
|
|
(192,210
|
)
|
|||
Intangible assets, net (definite-lived)
|
|
316,794
|
|
|
328,375
|
|
|
337,529
|
|
|||
Trademarks and tradenames (indefinite-lived)
|
|
82,944
|
|
|
82,944
|
|
|
82,944
|
|
|||
Total intangible assets, net
|
|
$
|
399,738
|
|
|
$
|
411,319
|
|
|
$
|
420,473
|
|
|
|
Three Months Ended June 30,
|
|
Nine Months Ended June 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Early redemption premiums
|
|
$
|
3,588
|
|
|
$
|
30,338
|
|
|
$
|
51,253
|
|
|
$
|
30,338
|
|
Write-off of unamortized debt issuance costs
|
|
846
|
|
|
6,748
|
|
|
8,476
|
|
|
6,748
|
|
||||
Loss on extinguishments of debt
|
|
$
|
4,434
|
|
|
$
|
37,086
|
|
|
$
|
59,729
|
|
|
$
|
37,086
|
|
|
|
Asset (Liability)
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
June 30, 2017:
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Propane contracts
|
|
$
|
—
|
|
|
$
|
6,369
|
|
|
$
|
—
|
|
|
$
|
6,369
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Propane contracts
|
|
$
|
—
|
|
|
$
|
(6,481
|
)
|
|
$
|
—
|
|
|
$
|
(6,481
|
)
|
September 30, 2016:
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Propane contracts
|
|
$
|
—
|
|
|
$
|
13,522
|
|
|
$
|
—
|
|
|
$
|
13,522
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Propane contracts
|
|
$
|
—
|
|
|
$
|
(4,779
|
)
|
|
$
|
—
|
|
|
$
|
(4,779
|
)
|
June 30, 2016:
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Propane contracts
|
|
$
|
—
|
|
|
$
|
14,063
|
|
|
$
|
—
|
|
|
$
|
14,063
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Propane contracts
|
|
$
|
—
|
|
|
$
|
(9,729
|
)
|
|
$
|
—
|
|
|
$
|
(9,729
|
)
|
|
June 30, 2017
|
|
September 30, 2016
|
|
June 30, 2016
|
||||||
Carrying amount
|
$
|
2,611,981
|
|
|
$
|
2,360,434
|
|
|
$
|
2,718,085
|
|
Estimated fair value
|
$
|
2,667,681
|
|
|
$
|
2,483,565
|
|
|
$
|
2,774,520
|
|
|
|
June 30,
2017 |
|
September 30,
2016 |
|
June 30,
2016 |
||||||
Derivative assets not designated as hedging instruments:
|
|
|
|
|
|
|
||||||
Propane contracts
|
|
$
|
6,369
|
|
|
$
|
13,522
|
|
|
$
|
14,063
|
|
Total derivative assets — gross
|
|
6,369
|
|
|
13,522
|
|
|
14,063
|
|
|||
Gross amounts offset in the balance sheet
|
|
(4,010
|
)
|
|
(4,362
|
)
|
|
(4,204
|
)
|
|||
Total derivative assets — net
|
|
$
|
2,359
|
|
|
$
|
9,160
|
|
|
$
|
9,859
|
|
|
|
|
|
|
|
|
||||||
Derivative liabilities not designated as hedging instruments:
|
|
|
|
|
|
|
||||||
Propane contracts
|
|
$
|
(6,481
|
)
|
|
$
|
(4,779
|
)
|
|
$
|
(9,729
|
)
|
Total derivative liabilities — gross
|
|
(6,481
|
)
|
|
(4,779
|
)
|
|
(9,729
|
)
|
|||
Gross amounts offset in the balance sheet
|
|
4,010
|
|
|
4,362
|
|
|
4,204
|
|
|||
Total derivative liabilities — net
|
|
$
|
(2,471
|
)
|
|
$
|
(417
|
)
|
|
$
|
(5,525
|
)
|
|
|
Gain (Loss)
Recognized in Income
|
|
Location of Gain (Loss)
Recognized in Income |
||||||
Three Months Ended June 30,
|
|
2017
|
|
2016
|
|
|||||
Derivatives Not Designated as Hedging Instruments:
|
|
|
|
|
|
|
||||
Propane contracts
|
|
$
|
(2,744
|
)
|
|
$
|
20,409
|
|
|
Cost of sales
—
propane
|
|
|
|
|
|
|
|
||||
|
|
Gain
Recognized in Income
|
|
Location of Gain
Recognized in Income |
||||||
Nine Months Ended June 30,
|
|
2017
|
|
2016
|
|
|||||
Derivatives Not Designated as Hedging Instruments:
|
|
|
|
|
|
|
||||
Propane contracts
|
|
$
|
18,650
|
|
|
$
|
4,579
|
|
|
Cost of sales
—
propane
|
(Dollars in millions)
|
|
Three Months Ended
June 30, |
|
Nine Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|||||||||
Adjusted total margin:
|
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
|
$
|
467.5
|
|
|
$
|
446.7
|
|
|
$
|
2,008.3
|
|
|
$
|
1,918.3
|
|
Cost of sales — propane
|
|
(181.0
|
)
|
|
(121.8
|
)
|
|
(762.5
|
)
|
|
(591.4
|
)
|
||||
Cost of sales — other (a)
|
|
(22.4
|
)
|
|
(21.2
|
)
|
|
(60.3
|
)
|
|
(59.2
|
)
|
||||
Total margin
|
|
264.1
|
|
|
303.7
|
|
|
1,185.5
|
|
|
1,267.7
|
|
||||
Add net losses (subtract net gains) on commodity derivative instruments not associated with current-period transactions (a)
|
|
5.9
|
|
|
(27.8
|
)
|
|
8.9
|
|
|
(61.7
|
)
|
||||
Adjusted total margin
|
|
$
|
270.0
|
|
|
$
|
275.9
|
|
|
$
|
1,194.4
|
|
|
$
|
1,206.0
|
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted operating income:
|
|
|
|
|
|
|
|
|
||||||||
Operating (loss) income
|
|
$
|
(1.1
|
)
|
|
$
|
46.2
|
|
|
$
|
366.4
|
|
|
$
|
460.2
|
|
Add net losses (subtract net gains) on commodity derivative instruments not associated with current-period transactions
|
|
6.0
|
|
|
(27.8
|
)
|
|
8.9
|
|
|
(61.7
|
)
|
||||
MGP environmental accrual
|
|
7.5
|
|
|
—
|
|
|
7.5
|
|
|
—
|
|
||||
Adjusted operating income
|
|
$
|
12.4
|
|
|
$
|
18.4
|
|
|
$
|
382.8
|
|
|
$
|
398.5
|
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted net income (loss) attributable to AmeriGas Partners:
|
|
|
|
|
|
|
|
|
||||||||
Net (loss) income attributable to AmeriGas Partners
|
|
$
|
(46.8
|
)
|
|
$
|
(33.1
|
)
|
|
$
|
180.3
|
|
|
$
|
293.8
|
|
Add net losses (subtract net gains) on commodity derivative instruments not associated with current-period transactions
|
|
6.0
|
|
|
(27.8
|
)
|
|
8.9
|
|
|
(61.7
|
)
|
||||
Loss on extinguishments of debt
|
|
4.4
|
|
|
37.1
|
|
|
59.7
|
|
|
37.1
|
|
||||
MGP environmental accrual
|
|
7.5
|
|
|
—
|
|
|
7.5
|
|
|
—
|
|
||||
Noncontrolling interest in net (losses) gains on commodity derivative instruments not associated with current-period transactions and MGP environmental accrual (a)
|
|
—
|
|
|
0.2
|
|
|
(0.1
|
)
|
|
0.6
|
|
||||
Adjusted net (loss) income attributable to AmeriGas Partners
|
|
$
|
(28.9
|
)
|
|
$
|
(23.6
|
)
|
|
$
|
256.3
|
|
|
$
|
269.8
|
|
|
|
|
|
|
|
|
|
|
||||||||
EBITDA and Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
||||||||
Net (loss) income attributable to AmeriGas Partners
|
|
$
|
(46.8
|
)
|
|
$
|
(33.1
|
)
|
|
$
|
180.3
|
|
|
$
|
293.8
|
|
Income tax expense (a)
|
|
0.6
|
|
|
1.0
|
|
|
2.1
|
|
|
2.1
|
|
||||
Interest expense
|
|
40.6
|
|
|
40.8
|
|
|
120.6
|
|
|
122.7
|
|
||||
Depreciation
|
|
35.5
|
|
|
35.7
|
|
|
103.9
|
|
|
110.8
|
|
||||
Amortization
|
|
10.7
|
|
|
10.7
|
|
|
31.9
|
|
|
32.2
|
|
||||
EBITDA
|
|
40.6
|
|
|
55.1
|
|
|
438.8
|
|
|
561.6
|
|
||||
Add net losses (subtract net gains) on commodity derivative instruments not associated with current-period transactions
|
|
6.0
|
|
|
(27.8
|
)
|
|
8.9
|
|
|
(61.7
|
)
|
||||
Loss on extinguishments of debt
|
|
4.4
|
|
|
37.1
|
|
|
59.7
|
|
|
37.1
|
|
||||
MGP environmental accrual
|
|
7.5
|
|
|
—
|
|
|
7.5
|
|
|
—
|
|
||||
Noncontrolling interest in net (losses) gains on commodity derivative instruments not associated with current-period transactions and MGP environmental accrual
|
|
(0.1
|
)
|
|
0.2
|
|
|
(0.2
|
)
|
|
0.7
|
|
||||
Adjusted EBITDA
|
|
$
|
58.4
|
|
|
$
|
64.6
|
|
|
$
|
514.7
|
|
|
$
|
537.7
|
|
(a)
|
Includes the impact of rounding.
|
Three Months Ended June 30,
|
|
2017
|
|
2016
|
|
Increase (Decrease)
|
|||||||||
(Dollars and gallons in millions)
|
|
|
|
|
|
|
|
|
|||||||
Gallons sold:
|
|
|
|
|
|
|
|
|
|||||||
Retail
|
|
195.0
|
|
|
202.8
|
|
|
(7.8
|
)
|
|
(3.8
|
)%
|
|||
Wholesale
|
|
9.0
|
|
|
8.7
|
|
|
0.3
|
|
|
3.4
|
%
|
|||
|
|
204.0
|
|
|
211.5
|
|
|
(7.5
|
)
|
|
(3.5
|
)%
|
|||
Revenues:
|
|
|
|
|
|
|
|
|
|||||||
Retail propane
|
|
$
|
396.9
|
|
|
$
|
380.2
|
|
|
$
|
16.7
|
|
|
4.4
|
%
|
Wholesale propane
|
|
7.0
|
|
|
5.4
|
|
|
1.6
|
|
|
29.6
|
%
|
|||
Other
|
|
63.6
|
|
|
61.1
|
|
|
2.5
|
|
|
4.1
|
%
|
|||
|
|
$
|
467.5
|
|
|
$
|
446.7
|
|
|
$
|
20.8
|
|
|
4.7
|
%
|
Total margin (a)(b)
|
|
$
|
264.1
|
|
|
$
|
303.7
|
|
|
$
|
(39.6
|
)
|
|
(13.0
|
)%
|
Operating and administrative expenses (c)
|
|
$
|
227.4
|
|
|
$
|
217.2
|
|
|
$
|
10.2
|
|
|
4.7
|
%
|
Operating (loss) income (b)
|
|
$
|
(1.1
|
)
|
|
$
|
46.2
|
|
|
$
|
(47.3
|
)
|
|
(102.4
|
)%
|
Net loss attributable to AmeriGas Partners (b)(e)
|
|
$
|
(46.8
|
)
|
|
$
|
(33.1
|
)
|
|
$
|
(13.7
|
)
|
|
41.4
|
%
|
Non-GAAP financial measures (d):
|
|
|
|
|
|
|
|
|
|||||||
Adjusted total margin
|
|
$
|
270.0
|
|
|
$
|
275.9
|
|
|
$
|
(5.9
|
)
|
|
(2.1
|
)%
|
EBITDA (b)
|
|
$
|
40.6
|
|
|
$
|
55.1
|
|
|
$
|
(14.5
|
)
|
|
(26.3
|
)%
|
Adjusted EBITDA
|
|
$
|
58.4
|
|
|
$
|
64.6
|
|
|
$
|
(6.2
|
)
|
|
(9.6
|
)%
|
Adjusted operating income
|
|
$
|
12.4
|
|
|
$
|
18.4
|
|
|
$
|
(6.0
|
)
|
|
(32.6
|
)%
|
Adjusted net loss attributable to AmeriGas Partners
|
|
$
|
(28.9
|
)
|
|
$
|
(23.6
|
)
|
|
$
|
(5.3
|
)
|
|
22.5
|
%
|
Heating degree days — % (warmer) than normal (f)
|
|
(11.7
|
)%
|
|
(7.5
|
)%
|
|
—
|
|
|
—
|
|
(a)
|
Total margin represents “total revenues” less “Cost of sales — propane” and “Cost of sales — other.”
|
(b)
|
Total margin, EBITDA, operating income (loss) and net loss attributable to AmeriGas Partners for the
2017
and
2016
three-month periods include the impact of net unrealized (losses) gains of $(6.0) million and
$27.8 million
, respectively, on commodity derivative instruments not associated with current-period transactions.
|
(c)
|
Operating and administrative expenses in the 2017 three-month period includes a $7.5 million environmental accrual associated with the site of a former MGP acquired in an acquisition (see Note 6 to condensed consolidated financial statements).
|
(d)
|
These financial measures are non-GAAP financial measures and are not in accordance with, or an alternative to, GAAP and should be considered in addition to, and not a substitute for, the comparable GAAP measures. See section “Non-GAAP Financial Measures” above.
|
(e)
|
The
three
months ended
June 30, 2017
and
2016
include losses on extinguishments of debt of
$4.4 million
and
$37.1 million
, respectively (see Note 5 to condensed consolidated financial statements).
|
(f)
|
Deviation from average heating degree days for the 30-year period 1981-2010 based upon national weather statistics provided by the National Oceanic and Atmospheric Administration (“NOAA”) for 344 Geo Regions in the United States, excluding Alaska and Hawaii.
|
Nine Months Ended June 30,
|
|
2017
|
|
2016
|
|
Increase (Decrease)
|
|||||||||
(Dollars and gallons in millions)
|
|
|
|
|
|
|
|
|
|||||||
Gallons sold:
|
|
|
|
|
|
|
|
|
|||||||
Retail
|
|
863.4
|
|
|
883.7
|
|
|
(20.3
|
)
|
|
(2.3
|
)%
|
|||
Wholesale
|
|
38.5
|
|
|
40.0
|
|
|
(1.5
|
)
|
|
(3.8
|
)%
|
|||
|
|
901.9
|
|
|
923.7
|
|
|
(21.8
|
)
|
|
(2.4
|
)%
|
|||
Revenues:
|
|
|
|
|
|
|
|
|
|||||||
Retail propane
|
|
$
|
1,772.3
|
|
|
$
|
1,695.3
|
|
|
$
|
77.0
|
|
|
4.5
|
%
|
Wholesale propane
|
|
31.5
|
|
|
23.5
|
|
|
8.0
|
|
|
34.0
|
%
|
|||
Other
|
|
204.5
|
|
|
199.5
|
|
|
5.0
|
|
|
2.5
|
%
|
|||
|
|
$
|
2,008.3
|
|
|
$
|
1,918.3
|
|
|
$
|
90.0
|
|
|
4.7
|
%
|
Total margin (a)(b)
|
|
$
|
1,185.5
|
|
|
$
|
1,267.7
|
|
|
$
|
(82.2
|
)
|
|
(6.5
|
)%
|
Operating and administrative expenses (c)
|
|
$
|
694.2
|
|
|
$
|
686.6
|
|
|
$
|
7.6
|
|
|
1.1
|
%
|
Operating income (b)(e)
|
|
$
|
366.4
|
|
|
$
|
460.2
|
|
|
$
|
(93.8
|
)
|
|
(20.4
|
)%
|
Net income attributable to AmeriGas Partners (b)(e)(f)
|
|
$
|
180.3
|
|
|
$
|
293.8
|
|
|
$
|
(113.5
|
)
|
|
(38.6
|
)%
|
Non-GAAP financial measures (d):
|
|
|
|
|
|
|
|
|
|||||||
Adjusted total margin
|
|
$
|
1,194.4
|
|
|
$
|
1,206.0
|
|
|
$
|
(11.6
|
)
|
|
(1.0
|
)%
|
EBITDA (b)(e)
|
|
$
|
438.8
|
|
|
$
|
561.6
|
|
|
$
|
(122.8
|
)
|
|
(21.9
|
)%
|
Adjusted EBITDA (e)
|
|
$
|
514.7
|
|
|
$
|
537.7
|
|
|
$
|
(23.0
|
)
|
|
(4.3
|
)%
|
Adjusted operating income (e)
|
|
$
|
382.8
|
|
|
$
|
398.5
|
|
|
$
|
(15.7
|
)
|
|
(3.9
|
)%
|
Adjusted net income attributable to AmeriGas Partners (e)
|
|
$
|
256.3
|
|
|
$
|
269.8
|
|
|
$
|
(13.5
|
)
|
|
(5.0
|
)%
|
Heating degree days — % (warmer) than normal (g)
|
|
(13.4
|
)%
|
|
(14.3
|
)%
|
|
—
|
|
|
—
|
|
(a)
|
Total margin represents “total revenues” less “Cost of sales — propane” and “Cost of sales — other.”
|
(b)
|
Total margin, EBITDA, operating income and net income attributable to AmeriGas Partners for the
2017
and
2016 nine-month period
s include the impact of net unrealized (losses) gains of $(8.9) million and
$61.7 million
, respectively, on commodity derivative instruments not associated with current-period transactions.
|
(c)
|
Operating and administrative expenses in the 2017 nine-month period includes a $7.5 million environmental accrual associated with the site of a former MGP acquired in an acquisition (see Note 6 to condensed consolidated financial statements).
|
(d)
|
These financial measures are non-GAAP financial measures and are not in accordance with, or an alternative to, GAAP and should be considered in addition to, and not a substitute for, the comparable GAAP measures. See section “Non-GAAP Financial Measures” above.
|
(e)
|
Amounts for the
nine
months ended
June 30, 2017
, reflect adjustments to correct previously recorded gains on sales of fixed assets ($8.8 million) and decreased depreciation expense ($1.1 million) relating to certain assets acquired with the Heritage acquisition in 2012, which reduced operating income, adjusted operating income, net income attributable to AmeriGas Partners and adjusted net income attributable to AmeriGas Partners by $7.7 million; and reduced EBITDA and Adjusted EBITDA by $8.8 million. See Note 2 to condensed consolidated financial statements.
|
(f)
|
The
nine
month periods ended
June 30, 2017
and 2016, include losses on extinguishments of debt of
$59.7 million
and $37.1 million, respectively (see Note 5 to condensed consolidated financial statements).
|
(g)
|
Deviation from average heating degree days for the 30-year period 1981-2010 based upon national weather statistics provided by NOAA for 344 Geo Regions in the United States, excluding Alaska and Hawaii.
|
Exhibit No.
|
|
Exhibit
|
|
Registrant
|
Filing
|
Exhibit
|
|
|
|
|
|
|
|
3.1
|
|
Bylaws of AmeriGas Propane, Inc., Amended and Restated as of July 24, 2017.
|
|
AmeriGas Partners
|
Form 8-K (7/24/17)
|
3.1
|
|
|
|
|
|
|
|
10.1
|
|
AmeriGas Propane, Inc. Supplemental Executive Retirement Plan, as Amended and Restated effective June 15, 2017.
|
|
|
|
|
|
|
|
|
|
|
|
10.2
|
|
Form of AmeriGas Propane, Inc. 2010 Long-Term Incentive Plan on Behalf of AmeriGas Partners, L.P., Performance Unit Grant Letter for Employees, dated January 1, 2017.*
|
|
|
|
|
|
|
|
|
|
|
|
10.3
|
|
Form of AmeriGas Propane, Inc. 2010 Long-Term Incentive Plan on Behalf of AmeriGas Partners, L.P., Phantom Unit Grant Letter for Non Employee Directors, dated January 23, 2017.
|
|
|
|
|
|
|
|
|
|
|
|
10.4
|
|
AmeriGas Propane, Inc. Senior Executive Employee Severance Plan, as amended as of June 15, 2017.
|
|
|
|
|
|
|
|
|
|
|
|
10.5
|
|
UGI Corporation 2009 Supplemental Executive Retirement Plan for New Employees, as Amended and Restated as of June 15, 2017.
|
|
UGI
|
Form 10-Q
(6/30/17)
|
10.1
|
|
|
|
|
|
|
|
10.6
|
|
Form of UGI Corporation 2013 Omnibus Incentive Compensation Plan, Nonqualified Stock Option Grant Letter for UGI, Utilities and AmeriGas Employees, dated January 1, 2017.
|
|
UGI
|
Form 10-Q
(6/30/17)
|
10.2
|
|
|
|
|
|
|
|
10.7
|
|
Form of UGI Corporation 2013 Omnibus Incentive Compensation Plan, Performance Unit Grant Letter for UGI and Utilities Employees, dated January 1, 2017.
|
|
UGI
|
Form 10-Q
(6/30/17)
|
10.3
|
|
|
|
|
|
|
|
10.8
|
|
Form of UGI Corporation 2013 Omnibus Incentive Compensation Plan, Stock Unit Grant Letter for Non Employee Directors, dated January 24, 2017.
|
|
UGI
|
Form 10-Q
(6/30/17)
|
10.4
|
|
|
|
|
|
|
|
10.9
|
|
Form of UGI Corporation 2013 Omnibus Incentive Compensation Plan, Nonqualified Stock Option Grant Letter for Non Employee Directors, dated January 24, 2017.
|
|
UGI
|
Form 10-Q
(6/30/17)
|
10.5
|
|
|
|
|
|
|
|
10.10
|
|
UGI Corporation 2009 Deferral Plan, as amended and restated effective June 15, 2017.
|
|
UGI
|
Form 10-Q
(6/30/17)
|
10.6
|
|
|
|
|
|
|
|
10.11
|
|
UGI Corporation Senior Executive Employee Severance Plan, as amended as of June 15, 2017.
|
|
UGI
|
Form 10-Q
(6/30/17)
|
10.7
|
|
|
|
|
|
|
|
31.1
|
|
Certification by the Chief Executive Officer relating to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2017, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
|
|
|
31.2
|
|
Certification by the Chief Financial Officer relating to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2017, 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 Registrant’s Report on Form 10-Q for the quarter ended June 30, 2017, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance
|
|
|
|
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
|
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
|
|
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
|
|
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Labels Linkbase
|
|
|
|
|
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
|
|
|
|
|
|
|
|
|
* Confidential portions of this exhibit have been redacted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
|
|
|
AMERIGAS PARTNERS, L.P.
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
By:
|
AmeriGas Propane, Inc.
|
|
|
|
as General Partner
|
|
|
|
|
Date:
|
August 4, 2017
|
By:
|
/s/ Hugh J. Gallagher
|
|
|
|
Hugh J. Gallagher
|
|
|
|
Vice President - Finance and Chief Financial Officer
|
|
|
|
|
|
|
|
|
Date:
|
August 4, 2017
|
By:
|
/s/ Laurie A. Bergman
|
|
|
|
Laurie A. Bergman
|
|
|
|
Controller and Chief Accounting Officer
|
1 Year AmeriGas Partners Chart |
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