-----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, Iby2upJT/3URKHF1Hls7OExFUl8kK2Zb6DxSHbXEpmA+EEfhisW+eCSsPGkpehv5 qx78BP5VvHWryZeNU4pcBg== 0000928385-01-502624.txt : 20020412 0000928385-01-502624.hdr.sgml : 20020412 ACCESSION NUMBER: 0000928385-01-502624 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011120 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011128 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: 1801017 BUSINESS ADDRESS: STREET 1: 460 N GULPH RD STREET 2: BOX 965 CITY: VALLEY FORGE STATE: PA ZIP: 19482 BUSINESS PHONE: 6103377000 MAIL ADDRESS: STREET 1: 460 NORTH GULPH ROAD CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERIGAS EAGLE FINANCE CORP CENTRAL INDEX KEY: 0001161869 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-72986-02 FILM NUMBER: 1801018 BUSINESS ADDRESS: STREET 1: P O BOX 965 CITY: VALLEY FORGE STATE: PA ZIP: 19482 BUSINESS PHONE: 6103371000 MAIL ADDRESS: STREET 1: P O BOX 965 CITY: VALLEY FORGE STATE: PA ZIP: 19482 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AP EAGLE FINANCE CORP CENTRAL INDEX KEY: 0001161868 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-72986-01 FILM NUMBER: 1801019 BUSINESS ADDRESS: STREET 1: P O BOX 965 CITY: VALLEY FORGE STATE: PA ZIP: 19482 BUSINESS PHONE: 6103371000 MAIL ADDRESS: STREET 1: P O BOX 965 CITY: VALLEY FORGE STATE: PA ZIP: 19482 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERIGAS FINANCE CORP CENTRAL INDEX KEY: 0000945792 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 232800532 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-92734-01 FILM NUMBER: 1801020 BUSINESS ADDRESS: STREET 1: 460 N GULPH RD CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 BUSINESS PHONE: 6103371000 MAIL ADDRESS: STREET 1: 460 NORTH GULPH ROAD CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 8-K 1 d8k.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 20, 2001 (Date of Report) AmeriGas Partners, L.P. AmeriGas Finance Corp. AmeriGas Eagle Finance Corp. AP Eagle Finance Corp. (Exact name of registrants as specified in their charters) DELAWARE 1-13692 23-2787918 DELAWARE 33-92734-01 23-2800532 DELAWARE 333-72986-01 23-3074434 DELAWARE 333-72986-02 23-3077318 (State or other jurisdiction (Commission File (IRS 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) Item 5. Other Events. On November 20, 2001 AmeriGas Propane, Inc., general partner of AmeriGas Partners, L.P. (NYSE: APU) reported earnings for AmeriGas Partners, L.P. for the fiscal year ended September 30, 2001, and for the three months ended September 30, 2001. The news release is included as an exhibit to this report and is incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits. Exhibit 99. Text of press release of AmeriGas Partners, L.P. dated November 20, 2001. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AMERIGAS PARTNERS, L.P. AMERIGAS EAGLE FINANCE CORP. By: AmeriGas Propane, Inc., its General Partner By: /s/ Robert W. Krick By: /s/ Robert W. Krick -------------------------------- -------------------------------- Robert W. Krick, Treasurer Robert W. Krick, Treasurer AMERIGAS FINANCE CORP. AP EAGLE FINANCE CORP. By: /s/ Robert W. Krick By: /s/ Robert W. Krick --------------------------------- -------------------------------- Robert W. Krick, Treasurer Robert W. Krick, Treasurer Date: November 28, 2001 EXHIBIT INDEX Exhibit 99 Text of press release of AmeriGas Partners, L.P. dated November 20, 2001 EX-99 3 dex99.txt EXHIBIT 99 EXHIBIT 99 Contact: Robert W. Krick For Release: November 20, 2001 610-337-1000, Ext. 3141 Immediate AmeriGas Partners Reports Record 2001 Results, Growth Continues VALLEY FORGE, Pa., November 20, 2001 - AmeriGas Propane, Inc., general partner of AmeriGas Partners, L.P. (NYSE:APU), reported record net income for the Partnership of $53,015,000, or $1.18 per limited partner unit for the fiscal year ended September 30, 2001, excluding the beneficial cumulative effect of accounting changes of $0.28 per limited partner unit previously disclosed. This represents more than a three-fold increase compared to $15,196,000, or $0.36 per limited partner unit for the fiscal year ended September 30, 2000. Earnings before interest expense, income taxes, depreciation and amortization (EBITDA) of $208,550,000 for fiscal 2001 were also a Partnership record, 32% higher than the $157,588,000 recorded in fiscal 2000. Weather was slightly colder than normal in fiscal 2001 compared to 14% warmer than normal in fiscal 2000 according to information published by the National Oceanic and Atmospheric Administration. Lon R. Greenberg, AmeriGas chairman, said, "These outstanding results are directly attributable to not only the return of more normal winter weather, but also the emphasis we placed on our core strategies over the past several years. Our acquisition growth strategy continued during the year as well, culminating in our acquisition of the Columbia Propane businesses in late August. Having completed this acquisition, we are once again the largest retail propane marketer in the United States." Retail propane sales volumes in fiscal 2001 were 820.8 million gallons, up over 6% compared to 771.2 million gallons in the prior year. Higher operating expenses for the year were related mainly to higher sales volumes, higher vehicle and compensation expenses, internal growth initiatives and acquisitions. Eugene V. N. Bissell, chief executive officer of AmeriGas, added, " We are extremely pleased with our record-breaking performance despite unusually high propane product costs and the slowing economy that combined to cause our customers to reduce energy consumption. Our extensive logistical network, favorable supply arrangements and effective margin management partially offset the effect of price-induced conservation. I want to thank all of our employees for their continuing commitment to customer service as they work to successfully integrate the Columbia Propane operations." Interest expense in fiscal 2001 increased over fiscal 2000 due to borrowings for acquisitions and growth capital. For the fourth quarter of fiscal 2001, EBITDA increased to $7,501,000 from $6,075,000 in the prior-year quarter as higher total margin more than offset an increase in operating expenses, resulting primarily from the previously mentioned internal growth initiatives, acquisitions and vehicle and compensation expense. Retail volumes sold in the quarter were 142.7 million gallons versus 135.3 million gallons in last year's fourth quarter. The Partnership recorded a seasonal net loss of $33,536,000, or $0.73 per limited partner unit for the quarter ended September 2001, compared with a net loss of $31,764,000 or $0.75 per limited partner unit for the year-earlier period. AmeriGas Partners is the nation's largest retail propane marketer, serving nearly 1.3 million customers from over 700 locations in 46 states. UGI Corporation (NYSE:UGI), through subsidiaries, owns 53% of the Partnership and individual unitholders own the remaining 47%. 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 2000 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, the capacity to transport propane to our market areas and regional economic conditions. 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 http://www.amerigas.com. AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES REPORT OF EARNINGS (Thousands, except per unit and where otherwise indicated) (Unaudited)
Three Months Ended Twelve Months Ended September 30, September 30, --------------------------- --------------------------- 2001 2000 2001 2000 ------------ ------------ ------------ ------------ Revenues: Propane $ 185,407 $ 197,150 $ 1,322,934 $ 1,022,967 Other 23,873 23,312 95,430 97,089 ------------ ------------ ------------ ------------ 209,280 220,462 1,418,364 1,120,056 ------------ ------------ ------------ ------------ Costs and expenses: Cost of sales - propane (97,604) (125,146) (798,166) (586,905) Cost of sales - other (9,667) (9,705) (37,809) (41,376) Operating and administrative expenses (97,173) (83,317) (379,993) (342,720) Other income, net 2,665 3,781 6,154 8,533 ------------ ------------ ------------ ------------ EBITDA (a) 7,501 6,075 208,550 157,588 Depreciation (12,768) (11,026) (48,168) (41,451) Amortization (6,757) (6,802) (26,592) (25,930) ------------ ------------ ------------ ------------ Operating income (loss) (12,024) (11,753) 133,790 90,207 Interest expense (21,233) (20,000) (80,396) (74,764) ------------ ------------ ------------ ------------ Income (loss) before income taxes (33,257) (31,753) 53,394 15,443 Income tax (expense) benefit (552) (308) 327 15 Minority interest 273 297 (706) (262) ------------ ------------ ------------ ------------ Income (loss) before accounting changes (33,536) (31,764) 53,015 15,196 Cumulative effect of accounting changes - - 12,494 - ------------ ------------ ------------ ------------ Net income (loss) $ (33,536) $ (31,764) $ 65,509 $ 15,196 ============ ============ ============ ============ General partner's interest in net income (loss) $ (335) $ (318) $ 655 $ 152 ============ ============ ============ ============ Limited partners' interest in net income (loss) $ (33,201) $ (31,446) $ 64,854 $ 15,044 ============ ============ ============ ============ Net income (loss) per limited partner unit - basic and diluted: Income (loss) before accounting changes $ (0.73) $ (0.75) $ 1.18 $ 0.36 Cumulative effect of accounting changes - - 0.28 - ------------ ------------ ------------ ------------ Net income (loss) $ (0.73) $ (0.75) $ 1.46 $ 0.36 ============ ============ ============ ============ Average limited partner units outstanding - basic and diluted 45,355 41,969 44,453 41,969 ============ ============ ============ ============ SUPPLEMENTAL INFORMATION: Retail gallons sold (millions) 142.7 135.3 820.8 771.2 Distributable cash flow: EBITDA (a) $ 7,501 $ 6,075 $ 208,550 $ 157,588 Cash interest expense (b) (21,089) (20,383) (81,995) (76,734) Maintenance capital expenditures (4,812) (3,534) (17,763) (11,560) ------------ ------------ ------------ ------------ Distributable cash flow (c) $ (18,400) $ (17,842) $ 108,792 $ 69,294 ============ ============ ============ ============
(a) Earnings before interest expense, income taxes, depreciation and amortization. EBITDA 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 generally accepted accounting principles but provides additional information for evaluating the Partnership's ability to declare and pay the Minimum Quarterly Distribution. (b) Interest expense adjusted for noncash items. (c) Distributable cash flow is not a measure of performance or financial condition under generally accepted accounting principles. -----END PRIVACY-ENHANCED MESSAGE-----