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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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Page
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December 31,
2016 |
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September 30,
2016 |
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December 31,
2015 |
||||||
ASSETS
|
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
9,253
|
|
|
$
|
15,827
|
|
|
$
|
17,251
|
|
Accounts receivable (less allowances for doubtful accounts of $13,014, $11,436 and $12,712, respectively)
|
|
311,243
|
|
|
182,665
|
|
|
268,250
|
|
|||
Accounts receivable — related parties
|
|
3,085
|
|
|
2,643
|
|
|
3,291
|
|
|||
Inventories
|
|
98,931
|
|
|
78,823
|
|
|
99,006
|
|
|||
Derivative instruments
|
|
27,084
|
|
|
7,994
|
|
|
—
|
|
|||
Prepaid expenses and other current assets
|
|
55,979
|
|
|
56,496
|
|
|
60,110
|
|
|||
Total current assets
|
|
505,575
|
|
|
344,448
|
|
|
447,908
|
|
|||
Property, plant and equipment (less accumulated depreciation and amortization of $1,527,769, $1,499,396 and $1,404,118, respectively)
|
|
1,256,291
|
|
|
1,274,557
|
|
|
1,315,500
|
|
|||
Goodwill
|
|
1,979,146
|
|
|
1,978,981
|
|
|
1,971,999
|
|
|||
Intangible assets, net
|
|
402,188
|
|
|
411,319
|
|
|
433,755
|
|
|||
Derivative instruments
|
|
7,390
|
|
|
1,166
|
|
|
—
|
|
|||
Other assets
|
|
49,190
|
|
|
47,299
|
|
|
37,271
|
|
|||
Total assets
|
|
$
|
4,199,780
|
|
|
$
|
4,057,770
|
|
|
$
|
4,206,433
|
|
LIABILITIES AND PARTNERS’ CAPITAL
|
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
|
||||||
Current maturities of long-term debt
|
|
$
|
7,570
|
|
|
$
|
8,475
|
|
|
$
|
10,901
|
|
Short-term borrowings
|
|
77,500
|
|
|
153,200
|
|
|
182,000
|
|
|||
Accounts payable — trade
|
|
157,160
|
|
|
94,007
|
|
|
128,443
|
|
|||
Accounts payable — related parties
|
|
707
|
|
|
2,759
|
|
|
440
|
|
|||
Customer deposits and advances
|
|
103,762
|
|
|
119,319
|
|
|
114,999
|
|
|||
Derivative instruments
|
|
—
|
|
|
381
|
|
|
45,391
|
|
|||
Other current liabilities
|
|
195,701
|
|
|
210,314
|
|
|
157,348
|
|
|||
Total current liabilities
|
|
542,400
|
|
|
588,455
|
|
|
639,522
|
|
|||
Long-term debt
|
|
2,519,950
|
|
|
2,325,334
|
|
|
2,254,488
|
|
|||
Derivative instruments
|
|
—
|
|
|
36
|
|
|
13,099
|
|
|||
Other noncurrent liabilities
|
|
123,319
|
|
|
124,736
|
|
|
113,153
|
|
|||
Total liabilities
|
|
3,185,669
|
|
|
3,038,561
|
|
|
3,020,262
|
|
|||
Commitments and contingencies (Note 6)
|
|
|
|
|
|
|
||||||
Partners’ capital:
|
|
|
|
|
|
|
||||||
AmeriGas Partners, L.P. partners’ capital:
|
|
|
|
|
|
|
||||||
Common unitholders (units issued — 92,926,920, 92,923,410 and 92,893,723, respectively)
|
|
960,510
|
|
|
967,073
|
|
|
1,131,597
|
|
|||
General partner
|
|
16,760
|
|
|
17,148
|
|
|
18,803
|
|
|||
Total AmeriGas Partners, L.P. partners’ capital
|
|
977,270
|
|
|
984,221
|
|
|
1,150,400
|
|
|||
Noncontrolling interest
|
|
36,841
|
|
|
34,988
|
|
|
35,771
|
|
|||
Total partners’ capital
|
|
1,014,111
|
|
|
1,019,209
|
|
|
1,186,171
|
|
|||
Total liabilities and partners’ capital
|
|
$
|
4,199,780
|
|
|
$
|
4,057,770
|
|
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$
|
4,206,433
|
|
|
|
Three Months Ended
December 31, |
||||||
|
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2016
|
|
2015
|
||||
Revenues:
|
|
|
|
|
||||
Propane
|
|
$
|
604,056
|
|
|
$
|
573,904
|
|
Other
|
|
73,110
|
|
|
70,194
|
|
||
|
|
677,166
|
|
|
644,098
|
|
||
Costs and expenses:
|
|
|
|
|
||||
Cost of sales — propane (excluding depreciation shown below)
|
|
214,405
|
|
|
227,922
|
|
||
Cost of sales — other (excluding depreciation shown below)
|
|
20,582
|
|
|
20,867
|
|
||
Operating and administrative expenses
|
|
226,802
|
|
|
230,889
|
|
||
Depreciation
|
|
33,989
|
|
|
38,606
|
|
||
Amortization
|
|
10,622
|
|
|
10,600
|
|
||
Other operating expense (income), net
|
|
3,135
|
|
|
(8,907
|
)
|
||
|
|
509,535
|
|
|
519,977
|
|
||
Operating income
|
|
167,631
|
|
|
124,121
|
|
||
Loss on extinguishment of debt
|
|
(33,151
|
)
|
|
—
|
|
||
Interest expense
|
|
(40,028
|
)
|
|
(41,025
|
)
|
||
Income before income taxes
|
|
94,452
|
|
|
83,096
|
|
||
Income tax expense
|
|
(837
|
)
|
|
(910
|
)
|
||
Net income including noncontrolling interest
|
|
93,615
|
|
|
82,186
|
|
||
Deduct net income attributable to noncontrolling interest
|
|
(1,661
|
)
|
|
(1,213
|
)
|
||
Net income attributable to AmeriGas Partners, L.P.
|
|
$
|
91,954
|
|
|
$
|
80,973
|
|
|
|
|
|
|
||||
General partner’s interest in net income attributable to AmeriGas Partners, L.P.
|
|
$
|
11,352
|
|
|
$
|
9,455
|
|
Limited partners’ interest in net income attributable to AmeriGas Partners, L.P.
|
|
$
|
80,602
|
|
|
$
|
71,518
|
|
Income per limited partner unit — basic and diluted:
|
|
|
|
|
||||
Basic
|
|
$
|
0.87
|
|
|
$
|
0.77
|
|
Diluted
|
|
$
|
0.87
|
|
|
$
|
0.77
|
|
Weighted average limited partner units outstanding (thousands):
|
|
|
|
|
||||
Basic
|
|
92,967
|
|
|
92,922
|
|
||
Diluted
|
|
93,019
|
|
|
93,004
|
|
|
|
Three Months Ended
December 31, |
||||||
|
|
2016
|
|
2015
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
||||
Net income including noncontrolling interest
|
|
$
|
93,615
|
|
|
$
|
82,186
|
|
Adjustments to reconcile net income including noncontrolling interest to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
44,611
|
|
|
49,206
|
|
||
Provision for uncollectible accounts
|
|
3,308
|
|
|
3,155
|
|
||
Change in unrealized (gains) losses on derivative instruments
|
|
(25,730
|
)
|
|
5,633
|
|
||
Loss on extinguishment of debt
|
|
33,151
|
|
|
—
|
|
||
Other, net
|
|
5,274
|
|
|
(627
|
)
|
||
Net change in:
|
|
|
|
|
||||
Accounts receivable
|
|
(132,293
|
)
|
|
(72,661
|
)
|
||
Inventories
|
|
(20,068
|
)
|
|
(4,908
|
)
|
||
Accounts payable
|
|
64,201
|
|
|
26,850
|
|
||
Collateral deposits
|
|
—
|
|
|
(2,320
|
)
|
||
Other current assets
|
|
(4,291
|
)
|
|
(3,867
|
)
|
||
Other current liabilities
|
|
(28,735
|
)
|
|
(46,666
|
)
|
||
Net cash provided by operating activities
|
|
33,043
|
|
|
35,981
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
||||
Expenditures for property, plant and equipment
|
|
(26,380
|
)
|
|
(27,974
|
)
|
||
Proceeds from disposals of assets
|
|
2,826
|
|
|
5,179
|
|
||
Acquisitions of businesses, net of cash acquired
|
|
(835
|
)
|
|
(25,761
|
)
|
||
Net cash used by investing activities
|
|
(24,389
|
)
|
|
(48,556
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
||||
Distributions
|
|
(99,091
|
)
|
|
(95,038
|
)
|
||
Noncontrolling interest activity
|
|
192
|
|
|
(1,599
|
)
|
||
(Decrease) increase in short-term borrowings
|
|
(75,700
|
)
|
|
113,900
|
|
||
Issuances of long-term debt, net of issuance costs
|
|
690,000
|
|
|
—
|
|
||
Repayments of long-term debt, including redemption premiums
|
|
(530,629
|
)
|
|
(2,194
|
)
|
||
Net cash (used) provided by financing activities
|
|
(15,228
|
)
|
|
15,069
|
|
||
Cash and cash equivalents (decrease) increase
|
|
$
|
(6,574
|
)
|
|
$
|
2,494
|
|
CASH AND CASH EQUIVALENTS
|
|
|
|
|
||||
End of period
|
|
$
|
9,253
|
|
|
$
|
17,251
|
|
Beginning of period
|
|
15,827
|
|
|
14,757
|
|
||
(Decrease) increase
|
|
$
|
(6,574
|
)
|
|
$
|
2,494
|
|
|
|
Number of
Common Units
|
|
Common
unitholders
|
|
General
partner
|
|
Total
AmeriGas
Partners, L.P.
partners’ capital
|
|
Noncontrolling
interest
|
|
Total
partners’
capital
|
|||||||||||
For the three months ended December 31, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance September 30, 2016
|
|
92,923,410
|
|
|
$
|
967,073
|
|
|
$
|
17,148
|
|
|
$
|
984,221
|
|
|
$
|
34,988
|
|
|
$
|
1,019,209
|
|
Net income including noncontrolling interest
|
|
|
|
80,602
|
|
|
11,352
|
|
|
91,954
|
|
|
1,661
|
|
|
93,615
|
|
||||||
Distributions
|
|
|
|
(87,351
|
)
|
|
(11,740
|
)
|
|
(99,091
|
)
|
|
(1,410
|
)
|
|
(100,501
|
)
|
||||||
Unit-based compensation expense
|
|
|
|
239
|
|
|
|
|
239
|
|
|
|
|
239
|
|
||||||||
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
|
|
3,510
|
|
|
(53
|
)
|
|
|
|
|
(53
|
)
|
|
|
|
(53
|
)
|
||||||
Balance December 31, 2016
|
|
92,926,920
|
|
|
$
|
960,510
|
|
|
$
|
16,760
|
|
|
$
|
977,270
|
|
|
$
|
36,841
|
|
|
$
|
1,014,111
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
Number of
Common Units
|
|
Common
unitholders
|
|
General
partner
|
|
Total
AmeriGas
Partners, L.P.
partners’ capital
|
|
Noncontrolling
interest
|
|
Total
partners’
capital
|
|||||||||||
For the three months ended December 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
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
|
|
|
|
71,518
|
|
|
9,455
|
|
|
80,973
|
|
|
1,213
|
|
|
82,186
|
|
||||||
Distributions
|
|
|
|
(85,461
|
)
|
|
(9,577
|
)
|
|
(95,038
|
)
|
|
(1,599
|
)
|
|
(96,637
|
)
|
||||||
Unit-based compensation expense
|
|
|
|
307
|
|
|
|
|
307
|
|
|
|
|
307
|
|
||||||||
Common Units issued in connection with employee and director plans, net of tax withheld
|
|
3,743
|
|
|
(58
|
)
|
|
|
|
|
(58
|
)
|
|
|
|
(58
|
)
|
||||||
Balance December 31, 2015
|
|
92,893,723
|
|
|
$
|
1,131,597
|
|
|
$
|
18,803
|
|
|
$
|
1,150,400
|
|
|
$
|
35,771
|
|
|
$
|
1,186,171
|
|
|
|
Three Months Ended
December 31, |
||||||
|
|
2016
|
|
2015
|
||||
Net income attributable to AmeriGas Partners, L.P.
|
|
$
|
91,954
|
|
|
$
|
80,973
|
|
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
|
|
(11,352
|
)
|
|
(9,455
|
)
|
||
Common Unitholders’ interest in net income attributable to AmeriGas Partners, L.P. under the two-class method for MLPs
|
|
$
|
80,602
|
|
|
$
|
71,518
|
|
Weighted average Common Units outstanding — basic (thousands)
|
|
92,967
|
|
|
92,922
|
|
||
Potentially dilutive Common Units (thousands)
|
|
52
|
|
|
82
|
|
||
Weighted average Common Units outstanding — diluted (thousands)
|
|
93,019
|
|
|
93,004
|
|
|
|
December 31,
2016 |
|
September 30,
2016 |
|
December 31,
2015 |
||||||
Goodwill (not subject to amortization)
|
|
$
|
1,979,146
|
|
|
$
|
1,978,981
|
|
|
$
|
1,971,999
|
|
Intangible assets:
|
|
|
|
|
|
|
||||||
Customer relationships and noncompete agreements
|
|
$
|
520,480
|
|
|
$
|
520,180
|
|
|
$
|
523,783
|
|
Accumulated amortization
|
|
(201,236
|
)
|
|
(191,805
|
)
|
|
(172,972
|
)
|
|||
Intangible assets, net (definite-lived)
|
|
319,244
|
|
|
328,375
|
|
|
350,811
|
|
|||
Trademarks and tradenames (indefinite-lived)
|
|
82,944
|
|
|
82,944
|
|
|
82,944
|
|
|||
Total intangible assets, net
|
|
$
|
402,188
|
|
|
$
|
411,319
|
|
|
$
|
433,755
|
|
|
|
Asset (Liability)
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
December 31, 2016:
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Propane contracts
|
|
$
|
—
|
|
|
$
|
34,625
|
|
|
$
|
—
|
|
|
$
|
34,625
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Propane contracts
|
|
$
|
—
|
|
|
$
|
(151
|
)
|
|
$
|
—
|
|
|
$
|
(151
|
)
|
September 30, 2016:
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Propane contracts
|
|
$
|
—
|
|
|
$
|
13,522
|
|
|
$
|
—
|
|
|
$
|
13,522
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Propane contracts
|
|
$
|
—
|
|
|
$
|
(4,779
|
)
|
|
$
|
—
|
|
|
$
|
(4,779
|
)
|
December 31, 2015:
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Propane contracts
|
|
$
|
—
|
|
|
$
|
476
|
|
|
$
|
—
|
|
|
$
|
476
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Propane contracts
|
|
$
|
—
|
|
|
$
|
(63,446
|
)
|
|
$
|
—
|
|
|
$
|
(63,446
|
)
|
|
|
December 31,
2016 |
|
September 30,
2016 |
|
December 31,
2015 |
||||||
Derivative assets not designated as hedging instruments:
|
|
|
|
|
|
|
||||||
Propane contracts
|
|
$
|
34,625
|
|
|
$
|
13,522
|
|
|
$
|
476
|
|
Total derivative assets — gross
|
|
34,625
|
|
|
13,522
|
|
|
476
|
|
|||
Gross amounts offset in the balance sheet
|
|
(151
|
)
|
|
(4,362
|
)
|
|
(476
|
)
|
|||
Total derivative assets — net
|
|
$
|
34,474
|
|
|
$
|
9,160
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||||
Derivative liabilities not designated as hedging instruments:
|
|
|
|
|
|
|
||||||
Propane contracts
|
|
$
|
(151
|
)
|
|
$
|
(4,779
|
)
|
|
$
|
(63,446
|
)
|
Total derivative liabilities — gross
|
|
(151
|
)
|
|
(4,779
|
)
|
|
(63,446
|
)
|
|||
Gross amounts offset in the balance sheet
|
|
151
|
|
|
4,362
|
|
|
476
|
|
|||
Cash collateral pledged
|
|
—
|
|
|
—
|
|
|
4,480
|
|
|||
Total derivative liabilities — net
|
|
$
|
—
|
|
|
$
|
(417
|
)
|
|
$
|
(58,490
|
)
|
|
|
Gain (Loss)
Recognized in Income |
|
Location of Gain (Loss)
Recognized in Income |
||||||
Three Months Ended December 31,
|
|
2016
|
|
2015
|
|
|||||
Derivatives Not Designated as Hedging Instruments:
|
|
|
|
|
|
|
||||
Propane contracts
|
|
$
|
32,100
|
|
|
$
|
(27,707
|
)
|
|
Cost of sales
—
propane
|
(Millions of dollars)
|
|
Three Months Ended
December 31, |
|
||||||
|
2016
|
|
2015
|
|
|||||
Adjusted total margin:
|
|
|
|
|
|
||||
Total revenues
|
|
$
|
677.2
|
|
|
$
|
644.1
|
|
|
Cost of sales — propane
|
|
(214.4
|
)
|
|
(227.9
|
)
|
|
||
Cost of sales — other
|
|
(20.6
|
)
|
|
(20.9
|
)
|
|
||
Total margin
|
|
442.2
|
|
|
395.3
|
|
|
||
(Subtract net gains) add net losses on commodity derivative instruments not associated with current-period transactions
|
|
(25.7
|
)
|
|
5.6
|
|
|
||
Adjusted total margin
|
|
$
|
416.5
|
|
|
$
|
400.9
|
|
|
|
|
|
|
|
|
||||
Adjusted operating income:
|
|
|
|
|
|
||||
Operating income
|
|
$
|
167.6
|
|
|
$
|
124.1
|
|
|
(Subtract net gains) add net losses on commodity derivative instruments not associated with current-period transactions
|
|
(25.7
|
)
|
|
5.6
|
|
|
||
Adjusted operating income
|
|
$
|
141.9
|
|
|
$
|
129.7
|
|
|
|
|
|
|
|
|
||||
Adjusted net income attributable to AmeriGas Partners:
|
|
|
|
|
|
||||
Net income attributable to AmeriGas Partners
|
|
$
|
92.0
|
|
|
$
|
81.0
|
|
|
(Subtract net gains) add net losses on commodity derivative instruments not associated with current-period transactions
|
|
(25.7
|
)
|
|
5.6
|
|
|
||
Loss on extinguishment of debt
|
|
33.2
|
|
|
—
|
|
|
||
Noncontrolling interest in net gains (losses) on commodity derivative instruments not associated with current-period transactions (a)
|
|
0.1
|
|
|
(0.1
|
)
|
|
||
Adjusted net income attributable to AmeriGas Partners
|
|
$
|
99.6
|
|
|
$
|
86.5
|
|
|
|
|
|
|
|
|
||||
EBITDA and Adjusted EBITDA:
|
|
|
|
|
|
||||
Net income attributable to AmeriGas Partners
|
|
$
|
92.0
|
|
|
$
|
81.0
|
|
|
Income tax expense
|
|
0.8
|
|
|
0.9
|
|
|
||
Interest expense
|
|
40.0
|
|
|
41.0
|
|
|
||
Depreciation
|
|
34.0
|
|
|
38.6
|
|
|
||
Amortization
|
|
10.6
|
|
|
10.6
|
|
|
||
EBITDA
|
|
177.4
|
|
|
172.1
|
|
|
||
(Subtract net gains) add net losses on commodity derivative instruments not associated with current-period transactions
|
|
(25.7
|
)
|
|
5.6
|
|
|
||
Loss on extinguishment of debt
|
|
33.2
|
|
|
—
|
|
|
||
Noncontrolling interest in net gains (losses) on commodity derivative instruments not associated with current-period transactions (a)
|
|
0.2
|
|
|
—
|
|
|
||
Adjusted EBITDA
|
|
$
|
185.1
|
|
|
$
|
177.7
|
|
|
(a)
|
Includes the impact of rounding.
|
Three Months Ended December 31,
|
|
2016
|
|
2015
|
|
Increase (Decrease)
|
|||||||||
(Dollars in millions)
|
|
|
|
|
|
|
|
|
|||||||
Gallons sold (millions):
|
|
|
|
|
|
|
|
|
|||||||
Retail
|
|
305.7
|
|
|
295.1
|
|
|
10.6
|
|
|
3.6
|
%
|
|||
Wholesale
|
|
13.6
|
|
|
14.9
|
|
|
(1.3
|
)
|
|
(8.7
|
)%
|
|||
|
|
319.3
|
|
|
310.0
|
|
|
9.3
|
|
|
3.0
|
%
|
|||
Revenues:
|
|
|
|
|
|
|
|
|
|||||||
Retail propane
|
|
$
|
593.6
|
|
|
$
|
565.1
|
|
|
$
|
28.5
|
|
|
5.0
|
%
|
Wholesale propane
|
|
10.5
|
|
|
8.8
|
|
|
1.7
|
|
|
19.3
|
%
|
|||
Other
|
|
73.1
|
|
|
70.2
|
|
|
2.9
|
|
|
4.1
|
%
|
|||
|
|
$
|
677.2
|
|
|
$
|
644.1
|
|
|
$
|
33.1
|
|
|
5.1
|
%
|
Total margin (a)(b)
|
|
$
|
442.2
|
|
|
$
|
395.3
|
|
|
$
|
46.9
|
|
|
11.9
|
%
|
Operating and administrative expenses
|
|
$
|
226.8
|
|
|
$
|
230.9
|
|
|
$
|
(4.1
|
)
|
|
(1.8
|
)%
|
Operating income (b)(d)(e)
|
|
$
|
167.6
|
|
|
$
|
124.1
|
|
|
$
|
43.5
|
|
|
35.1
|
%
|
Net income attributable to AmeriGas Partners (b)(d)(e)
|
|
$
|
92.0
|
|
|
$
|
81.0
|
|
|
$
|
11.0
|
|
|
13.6
|
%
|
Non-GAAP financial measures (c):
|
|
|
|
|
|
|
|
|
|||||||
Adjusted total margin
|
|
$
|
416.5
|
|
|
$
|
400.9
|
|
|
$
|
15.6
|
|
|
3.9
|
%
|
EBITDA (b)(d)
|
|
$
|
177.4
|
|
|
$
|
172.1
|
|
|
$
|
5.3
|
|
|
3.1
|
%
|
Adjusted EBITDA (d)
|
|
$
|
185.1
|
|
|
$
|
177.7
|
|
|
$
|
7.4
|
|
|
4.2
|
%
|
Adjusted operating income (d)
|
|
$
|
141.9
|
|
|
$
|
129.7
|
|
|
$
|
12.2
|
|
|
9.4
|
%
|
Adjusted net income attributable to AmeriGas Partners (d)
|
|
$
|
99.6
|
|
|
$
|
86.5
|
|
|
$
|
13.1
|
|
|
15.1
|
%
|
Heating degree days — % (warmer) than normal (f)
|
|
(13.9
|
)%
|
|
(19.9
|
)%
|
|
—
|
|
|
—
|
|
(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 2016 and 2015 three-month periods include the impact of net unrealized gains (losses) of $25.7 million and $(5.6) million, respectively, on commodity derivative instruments not associated with current-period transactions.
|
(c)
|
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.
|
(d)
|
Amounts for the three months ended December 31, 2016 reflect adjustments to correct previously recorded gains on sales of fixed assets ($8.8 million) and decrease depreciation expense ($1.1 million) relating to certain assets acquired in 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.
|
(e)
|
The three months ended December 31, 2016 includes the impact of a $33.2 million loss on extinguishment of debt (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.
|
Exhibit No.
|
|
Exhibit
|
|
Registrant
|
Filing
|
Exhibit
|
|
|
|
|
|
|
|
4.1
|
|
Second Supplemental Indenture, dated as of December 28, 2016, among AmeriGas Partners, L.P., AmeriGas Finance Corp., and U.S. Bank National Association, as trustee (including form of global note).
|
|
AmeriGas Partners, L.P.
|
Form 8-K (12/28/16)
|
4.1
|
|
|
|
|
|
|
|
10.1
|
|
Form of Confidentiality, Non-Competition and Non-Solicitation Agreement for Messrs. Hugh J. Gallagher and Anthony D. Rosback.
|
|
|
|
|
|
|
|
|
|
|
|
10.2
|
|
Amendment to Contingent Residual Support Agreement dated December 13, 2016, among Energy Transfer Partners, L.P., AmeriGas Finance LLC, AmeriGas Finance Corp., AmeriGas Partners, L.P., and for certain limited purposes only, UGI Corporation.
|
|
AmeriGas Partners, L.P.
|
Form 8-K (12/13/16)
|
10.1
|
|
|
|
|
|
|
|
31.1
|
|
Certification by the Chief Executive Officer relating to the Registrant’s Report on Form 10-Q for the quarter ended December 31, 2016, 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 December 31, 2016, 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 December 31, 2016, 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
|
|
|
|
|
|
|
AMERIGAS PARTNERS, L.P.
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
By:
|
AmeriGas Propane, Inc.
|
|
|
|
as General Partner
|
|
|
|
|
Date:
|
February 3, 2017
|
By:
|
/s/ Hugh J. Gallagher
|
|
|
|
Hugh J. Gallagher
|
|
|
|
Vice President - Finance and Chief Financial Officer
|
|
|
|
|
|
|
|
|
Date:
|
February 3, 2017
|
By:
|
/s/ Laurie A. Bergman
|
|
|
|
Laurie A. Bergman
|
|
|
|
Controller and Chief Accounting Officer
|
|
|
|
10.1
|
|
Form of Confidentiality, Non-Competition and Non-Solicitation Agreement for Messrs. Hugh J. Gallagher and Anthony D. Rosback.
|
|
|
|
31.1
|
|
Certification by the Chief Executive Officer relating to the Registrant’s Report on Form 10-Q for the quarter ended December 31, 2016, 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 December 31, 2016, 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 December 31, 2016, 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
|
1.
|
I have reviewed this periodic report on Form 10-Q of AmeriGas Partners, L.P;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Jerry E. Sheridan
|
Jerry E. Sheridan
|
President and Chief Executive Officer of AmeriGas Propane, Inc.
|
1.
|
I have reviewed this periodic report on Form 10-Q of AmeriGas Partners, L.P;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Hugh J. Gallagher
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Hugh J. Gallagher
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Vice President - Finance and Chief Financial Officer of AmeriGas Propane, Inc.
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(1)
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The Company’s periodic report on Form 10-Q for the period ended
December 31, 2016
(the “Form 10-Q”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and
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(2)
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The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
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CHIEF EXECUTIVE OFFICER
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CHIEF FINANCIAL OFFICER
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/s/ Jerry E. Sheridan
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/s/ Hugh J. Gallagher
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Jerry E. Sheridan
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Hugh J. Gallagher
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Date:
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February 3, 2017
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Date:
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February 3, 2017
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