-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PCM5I5KIiozLktxs98/FXMfdY91CKM53yp57lq3dGhBi4HVm30scz+5x6exTrsM6 W7qoB+edtUyDA9KNJQNiZg== 0000893220-06-000919.txt : 20060426 0000893220-06-000919.hdr.sgml : 20060426 20060426144910 ACCESSION NUMBER: 0000893220-06-000919 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060426 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060426 DATE AS OF CHANGE: 20060426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERIGAS PARTNERS LP CENTRAL INDEX KEY: 0000932628 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 232787918 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13692 FILM NUMBER: 06780798 BUSINESS ADDRESS: STREET 1: 460 N GULPH RD STREET 2: BOX 965 CITY: VALLEY FORGE STATE: PA ZIP: 19406 BUSINESS PHONE: 6103377000 MAIL ADDRESS: STREET 1: 460 NORTH GULPH ROAD CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 8-K 1 w20245e8vk.txt AMERIGAS PARTNERS, L.P. FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): APRIL 26, 2006 AMERIGAS PARTNERS, L.P. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 1-13692 23-2787918 (STATE OR OTHER JURISDICTION (COMMISSION FILE (I.R.S. EMPLOYER OF INCORPORATION) NUMBER) IDENTIFICATION NO.)
460 N. GULPH ROAD KING OF PRUSSIA, PENNSYLVANIA 19406 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (610) 337-7000 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) CHECK THE APPROPRIATE BOX BELOW IF THE FORM 8-K FILING IS INTENDED TO SIMULTANEOUSLY SATISFY THE FILING OBLIGATION OF THE REGISTRANT UNDER ANY OF THE FOLLOWING PROVISIONS (SEE GENERAL INSTRUCTION A.2. BELOW): [ ] WRITTEN COMMUNICATIONS PURSUANT TO RULE 425 UNDER THE SECURITIES ACT (17 CFR 230.425) [ ] SOLICITING MATERIAL PURSUANT TO RULE 14a-12 UNDER THE EXCHANGE ACT (17 CFR 240.14a-12) [ ] PRE-COMMENCEMENT COMMUNICATIONS PURSUANT TO RULE 14d-2(b) UNDER THE EXCHANGE ACT (17 CFR 240.14d-2(b)) [ ] PRE-COMMENCEMENT COMMUNICATIONS PURSUANT TO RULE 13e-4(c) UNDER THE EXCHANGE ACT (17 CFR 240.13e-4(c)) AmeriGas Partners, L.P. Form 8-K Page 2 April 26, 2006 ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On April 26, 2006, AmeriGas Propane, Inc., the general partner of AmeriGas Partners, L.P. (the "Partnership") issued a press release announcing financial results for the Partnership for the fiscal quarter ended March 31, 2006. A copy of the press release is furnished as Exhibit 99 to this report and is incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (C) Exhibits. 99 Press Release of AmeriGas Partners, L.P. dated April 26, 2006, reporting its financial results for the fiscal quarter ended March 31, 2006. SIGNATURES Pursuant to the requirements of Section 13 or 15(d), 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 By: /s/ Robert W. Krick ----------------------------- Robert W. Krick Vice President and Treasurer Date: April 26, 2006 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ----------- 99 Press Release of AmeriGas Partners, L.P. dated April 26, 2006.
EX-99 2 w20245exv99.txt PRESS RELEASE (AMERIGAS PARTNERS, L.P. LOGO) NEWS P.O. Box 965, Valley Forge, PA 19482 (610) 337-7000 Contact: 610-337-1000 For Immediate Release: Robert W. Krick, ext. 3645 April 26, 2006 Brenda A. Blake, ext. 3202 AMERIGAS PARTNERS REPORTS SECOND QUARTER RESULTS, SETS TARGET OF 3% INCREASES IN DISTRIBUTIONS, REVISES 2006 GUIDANCE VALLEY FORGE, Pa., April 26 - AmeriGas Propane, Inc., general partner of AmeriGas Partners, L.P. (NYSE: APU), reported adjusted net income for the second fiscal quarter ended March 31, 2006 of $95.9 million, excluding a loss on the early extinguishment of debt resulting from the previously-announced refinancing of long-term debt, compared to net income of $96.2 million for the same period last year. Including the loss on the early extinguishment of debt of $17.1 million, the second quarter net income was $78.8 million. Average diluted units outstanding were 4.2% higher for the recent quarter principally as a result of a common unit offering in September 2005. The Partnership's earnings before interest expense, income taxes, depreciation and amortization and loss on the early extinguishment of debt (adjusted EBITDA) were $133.2 million for the second fiscal quarter of 2006 compared to EBITDA of $135.2 million a year ago. EBITDA including the loss on the early extinguishment of debt was $116.2 million. For the three months ended March 31, 2006, retail volumes sold declined to 341.4 million gallons from 378.8 million gallons sold in the prior-year period. Weather was 12.1% warmer than normal during the recent quarter compared to weather that was 4.9% warmer than normal in the prior-year period, according to the National Oceanic and Atmospheric Administration (NOAA). Eugene V. N. Bissell, chief executive officer of AmeriGas, said, "I am pleased to announce that we have established a target of increasing the distribution on common units at a rate of 3% per year. This objective is a direct result of the efforts we have made over the last several years to invest for growth while maintaining a strong balance sheet. Yesterday we announced an increase in our distribution from $0.56 to $0.58 per quarter as a first step in implementing that objective. Given the extraordinarily warm winter we experienced thus far this year, we now expect to earn adjusted EBITDA in the range of $245 million to $255 million, for the fiscal year ending September 30, 2006." -MORE- AMERIGAS PARTNERS REPORTS SECOND QUARTER RESULTS, SETS TARGET OF 3% INCREASES IN DISTRIBUTIONS, REVISES 2006 GUIDANCE PAGE 2 Revenues for the quarter were $718.1 million versus $698.3 million a year ago due to higher retail selling prices partially offset by lower sales volumes. Operating and administrative expenses increased $4.5 million during the quarter due to higher vehicle fuel costs, higher employee compensation and benefits expenses and increased bad debt expense partially offset by a favorable net adjustment in reserves for general insurance, litigation and medical claims of $3.4 million, mainly reflecting an improvement in claims history. "Although we were very successful in managing margins and controlling our expenses this year, it was difficult to overcome lower overall sales volumes as a result of extremely warm weather and customer conservation during the quarter," concluded Bissell. AmeriGas Partners is the nation's largest retail propane marketer, serving nearly 1.3 million customers from approximately 650 locations in 46 states. UGI Corporation (NYSE:UGI), through subsidiaries, owns 44% of the Partnership and individual unitholders own the remaining 56%. AmeriGas Partners, L. P. will host its second quarter FY 2006 earnings conference call on Wednesday, April 26, 2006, at 4:00 PM ET. Interested parties may listen to a live audio broadcast of the conference call at http://www.shareholder.com/ugi/medialist.cfm. A telephonic replay of the call can be accessed approximately one hour after the completion of the call at 1-888-203-1112, passcode 3047237 (International replay 719-457-0820, passcode 3047237) through midnight Friday, April 28, 2006. The financial table appended to this news release can be viewed directly at HTTP://WWW.SHAREHOLDER.COM/UGI/APU/2Q06FINANCIALTABLE.PDF. This press release contains certain forward-looking statements which management believes to be reasonable as of today's date only. Actual results may differ significantly because of risks and uncertainties that are difficult to predict and many of which are beyond management's control. You should read the Partnership's Annual Report on Form 10-K for a more extensive list of factors that could affect results. Among them are adverse weather conditions, price volatility and availability of propane, increased customer conservation measures, the capacity to transport propane to our market areas and political, economic and regulatory conditions in the U. S. and abroad. The Partnership undertakes no obligation to release revisions to its forward-looking statements to reflect events or circumstances occurring after today. Comprehensive information about AmeriGas is available on the Internet at WWW.AMERIGAS.COM. AP-09 ### 4/26/06 AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES REPORT OF EARNINGS (Thousands, except per unit and where otherwise indicated) (Unaudited)
Three Months Ended Six Months Ended Twelve Months Ended March 31, March 31, March 31, ---------------------------- ---------------------------- ---------------------------- 2006 2005 2006 2005 (a) 2006 2005 (a) ------------ ------------ ------------ ------------ ------------ ------------ Revenues: Propane $ 678,417 $ 663,677 $ 1,266,774 $ 1,181,128 $ 1,905,305 $ 1,743,425 Other 39,713 34,591 81,580 73,356 151,821 139,051 ------------ ------------ ------------ ------------ ------------ ------------ 718,130 698,268 1,348,354 1,254,484 2,057,126 1,882,476 ------------ ------------ ------------ ------------ ------------ ------------ Costs and expenses: Cost of sales - propane 433,845 416,741 825,819 752,050 1,235,577 1,092,933 Cost of sales - other 13,467 13,017 29,282 28,852 58,628 57,509 Operating and administrative expenses 141,595 137,094 275,033 267,713 525,447 505,628 Depreciation 16,805 17,013 33,756 34,935 66,929 73,510 Amortization 1,111 1,417 2,413 2,813 5,117 5,379 Other (income), net (5,018) (4,907) (8,939) (17,456) (17,264) (21,262) ------------ ------------ ------------ ------------ ------------ ------------ 601,805 580,375 1,157,364 1,068,907 1,874,434 1,713,697 ------------ ------------ ------------ ------------ ------------ ------------ Operating income 116,325 117,893 190,990 185,577 182,692 168,779 Loss on extinguishment of debt (17,079) -- (17,079) -- (50,681) -- Interest expense (19,428) (20,733) (38,347) (41,236) (77,011) (82,109) ------------ ------------ ------------ ------------ ------------ ------------ Income before income taxes 79,818 97,160 135,564 144,341 55,000 86,670 Income tax (expense) benefit (56) 182 (107) (2,133) 512 (1,774) Minority interests (1,003) (1,120) (1,685) (1,695) (1,408) (1,328) ------------ ------------ ------------ ------------ ------------ ------------ Net income $ 78,759 $ 96,222 $ 133,772 $ 140,513 $ 54,104 $ 83,568 ============ ============ ============ ============ ============ ============ General partner's interest in net income (b) $ 17,287 $ 15,076 $ 22,823 $ 17,568 $ 541 $ 836 ============ ============ ============ ============ ============ ============ Limited partners' interest in net income (b) $ 61,472 $ 81,146 $ 110,949 $ 122,945 $ 53,563 $ 82,732 ============ ============ ============ ============ ============ ============ Net income per limited partner unit (b) Basic $ 1.08 $ 1.49 $ 1.95 $ 2.26 $ 0.96 $ 1.53 ============ ============ ============ ============ ============ ============ Diluted $ 1.08 $ 1.49 $ 1.95 $ 2.25 $ 0.96 $ 1.53 ============ ============ ============ ============ ============ ============ Average limited partner units outstanding: Basic 56,797 54,493 56,797 54,485 55,755 54,158 ============ ============ ============ ============ ============ ============ Diluted 56,827 54,533 56,833 54,542 55,797 54,224 ============ ============ ============ ============ ============ ============ SUPPLEMENTAL INFORMATION: Retail gallons sold (millions) 341.4 378.8 633.3 675.6 992.6 1,026.3 EBITDA (c) (d) $ 116,159 $ 135,203 $ 208,395 $ 221,630 $ 202,649 $ 246,340 Distributable cash (c) 106,698 109,444 174,590 168,849 156,066 141,708 Capital expenditures: Maintenance capital expenditures 7,112 5,026 12,537 11,545 20,253 22,523 Growth capital expenditures 10,404 8,907 23,064 23,524 42,896 42,593
(a) Net income for the six and twelve months ended March 31, 2005 includes a gain of $7,107 recognized in connection with the Partnership's sale of its 50% ownership interest in Atlantic Energy, Inc. (b) In accordance with Emerging Issues Task Force Issue No. 03-6, "Participating Securities and the Two-Class Method under FASB Statement No. 128" ("EITF 03-6") the Partnership calculates net income per limited partner unit for each period according to distributions declared and participation rights in undistributed earnings, as if all of the earnings for the period had been distributed. In periods with undistributed earnings above certain levels, the calculation according to the two-class method results in an increased allocation of undistributed earnings per unit to the general partner and a dilution of the earnings per unit for the limited partners. The dilutive effect of EITF 03-6 on net income per diluted limited partner unit was $(0.29) and $(0.38) for the three and six months ended March 31, 2006, respectively, and $(0.26) and $(0.30) for the three and six months ended March 31, 2005, respectively. Because EITF 03-6 does not currently impact the calculation of Partnership net income per limited partner unit on an annual basis, annual net income per limited partner unit is not equal to the sum of net income per limited partner unit for each of the Partnership's quarterly periods. (c) 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. 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 our ability to meet loan covenants. Management defines distributable cash as EBITDA less interest expense and maintenance capital expenditures and excluding losses on extinguishments of debt in connection with a refinancing. Maintenance capital expenditures are defined in the Partnership Agreement as expenditures made to maintain the operating capacity of the Partnership's existing capital assets. Management believes distributable cash is a meaningful non-GAAP measure for evaluating the Partnership's ability to declare and pay quarterly distributions. The Partnership's definition of distributable cash may be different from that used by other entities. The following table includes reconciliations of net income to EBITDA and distributable cash for all periods presented:
Three Months Ended Six Months Ended Twelve Months Ended March 31, March 31, March 31, ------------------------ ------------------------ ------------------------ 2006 2005 2006 2005 2006 2005 ---------- ---------- ---------- ---------- ---------- ---------- Net income $ 78,759 $ 96,222 $ 133,772 $ 140,513 $ 54,104 $ 83,568 Income tax expense (benefit) 56 (182) 107 2,133 (512) 1,774 Interest expense 19,428 20,733 38,347 41,236 77,011 82,109 Depreciation 16,805 17,013 33,756 34,935 66,929 73,510 Amortization 1,111 1,417 2,413 2,813 5,117 5,379 ---------- ---------- ---------- ---------- ---------- ---------- EBITDA 116,159 135,203 208,395 221,630 202,649 246,340 Interest expense (19,428) (20,733) (38,347) (41,236) (77,011) (82,109) Maintenance capital expenditures (7,112) (5,026) (12,537) (11,545) (20,253) (22,523) Loss on extinguishment of debt 17,079 -- 17,079 -- 50,681 -- ---------- ---------- ---------- ---------- ---------- ---------- Distributable cash $ 106,698 $ 109,444 $ 174,590 $ 168,849 $ 156,066 $ 141,708 ========== ========== ========== ========== ========== ==========
(d) The following table includes a reconciliation of forecasted net income to forecasted adjusted EBITDA for the fiscal year ending September 30, 2006:
Forecast Fiscal Year Ending September 30, 2006 -------------- Net income (estimate) $ 86,000 Interest expense (estimate) 74,000 Depreciation (estimate) 68,000 Amortization (estimate) 5,000 Loss on early extinguishment of debt (estimate) 17,000 -------------- Adjusted EBITDA (estimate) $ 250,000 ==============
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