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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 1-13692
Commission file number 33-92734-01
Commission file number 333-72986-02
Commission file number 333-72986-01
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 23-2787918
Delaware 23-2800532
Delaware 23-3074434
Delaware 23-3077318
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
460 North Gulph Road, King of Prussia, PA
19406 (Address of principal executive offices) (Zip Code)
(610) 337-7000
(Registrants' telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No[ ]
At January 31, 2004, the registrants had units and shares of common
stock outstanding as follows:
AmeriGas Partners, L.P. - 52,373,272 Common Units
AmeriGas Finance Corp. - 100 shares
AmeriGas Eagle Finance Corp. - 100 shares
AP Eagle Finance Corp. - 100 shares
AMERIGAS PARTNERS, L.P.
TABLE OF CONTENTS
PAGES
-----
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
AmeriGas Partners, L.P.
Condensed Consolidated Balance Sheets as of December 31, 2003,
September 30, 2003 and December 31, 2002 1
Condensed Consolidated Statements of Operations for the three
months ended December 31, 2003 and 2002 2
Condensed Consolidated Statements of Cash Flows for the three
months ended December 31, 2003 and 2002 3
Condensed Consolidated Statement of Partners' Capital for the
three months ended December 31, 2003 4
Notes to Condensed Consolidated Financial Statements 5 - 11
AmeriGas Finance Corp.
Balance Sheets as of December 31, 2003 and September 30, 2003 12
Note to Balance Sheets 13
AmeriGas Eagle Finance Corp.
Balance Sheets as of December 31, 2003 and September 30, 2003 14
Note to Balance Sheets 15
AP Eagle Finance Corp.
Balance Sheets as of December 31, 2003 and September 30, 2003 16
Note to Balance Sheets 17
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 18 - 22
Item 3. Quantitative and Qualitative Disclosures About Market Risk 22 - 23
Item 4. Controls and Procedures 24
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 25
Signatures 26 - 27
-i-
AMERIGAS PARTNERS, L.P.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
(Thousands of dollars)
December 31, September 30, December 31,
2003 2003 2002
---- ---- ----
ASSETS
Current assets:
Cash and cash equivalents $ 23,293 $ 45,872 $ 110,504
Accounts receivable (less allowances for doubtful accounts
of $9,864, $9,192 and $8,851, respectively) 175,564 100,170 165,802
Accounts receivable - related parties 3,661 2,915 4,245
Inventories 85,797 70,171 74,867
Prepaid expenses and other current assets 26,704 17,204 31,523
---------- ---------- ----------
Total current assets 315,019 236,332 386,941
Property, plant and equipment (less accumulated depreciation and
amortization of $489,223, $473,090 and $424,981, respectively) 611,078 594,604 609,533
Goodwill and excess reorganization value 604,771 602,475 591,116
Intangible assets (less accumulated amortization of $13,022,
$11,934 and $9,437, respectively) 29,183 27,032 22,202
Other assets 21,702 21,733 19,138
---------- ---------- ----------
Total assets $1,581,753 $1,482,176 $1,628,930
========== ========== ==========
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
Current maturities of long-term debt $ 58,937 $ 58,705 $ 145,576
Bank loans 36,000 - 37,000
Accounts payable - trade 147,837 87,352 133,257
Accounts payable - related parties 1,541 930 2,362
Customer deposits and advances 43,482 52,771 36,774
Other current liabilities 82,799 98,290 86,017
---------- ---------- ----------
Total current liabilities 370,596 298,048 440,986
Long-term debt 867,097 868,581 890,075
Other noncurrent liabilities 54,547 54,859 47,962
Commitments and contingencies (note 5)
Minority interests 7,261 7,005 6,405
Partners' capital 282,252 253,683 243,502
---------- ---------- ----------
Total liabilities and partners' capital $1,581,753 $1,482,176 $1,628,930
========== ========== ==========
See accompanying notes to condensed consolidated financial statements.
- 1 -
AMERIGAS PARTNERS, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(Thousands of dollars, except per unit)
Three Months Ended
December 31,
----------------------
2003 2002
---- ----
Revenues:
Propane $ 423,261 $ 410,580
Other 36,937 34,451
--------- ---------
460,198 445,031
--------- ---------
Costs and expenses:
Cost of sales - propane 239,122 228,294
Cost of sales - other 15,381 15,072
Operating and administrative expenses 123,763 120,946
Depreciation and amortization 19,655 17,491
Other (income), net (3,282) (1,186)
--------- ---------
394,639 380,617
--------- ---------
Operating income 65,559 64,414
Interest expense (21,135) (22,699)
--------- ---------
Income before income taxes 44,424 41,715
Income tax expense (707) (258)
Minority interests (568) (545)
--------- ---------
Net income $ 43,149 $ 40,912
========= =========
General partner's interest in net income $ 431 $ 409
========= =========
Limited partners' interest in net income $ 42,718 $ 40,503
========= =========
Net income per limited partner unit:
Basic $ 0.82 $ 0.82
========= =========
Diluted $ 0.81 $ 0.82
========= =========
Average limited partner units outstanding:
Basic 52,348 49,432
========= =========
Diluted 52,442 49,475
========= =========
See accompanying notes to condensed consolidated financial statements.
- 2 -
AMERIGAS PARTNERS, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(Thousands of dollars)
Three Months Ended
December 31,
----------------------
2003 2002
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 43,149 $ 40,912
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 19,655 17,491
Other, net 3,572 3,693
Net change in:
Accounts receivable (76,643) (83,016)
Inventories (12,356) (12,347)
Accounts payable 60,944 48,726
Other current assets and liabilities (23,625) (24,067)
--------- ---------
Net cash provided (used) by operating activities 14,696 (8,608)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for property, plant and equipment (14,277) (15,561)
Proceeds from disposals of assets 3,494 2,038
Acquisitions of businesses, net of cash acquired (32,033) (2,175)
--------- ---------
Net cash used by investing activities (42,816) (15,698)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions (29,082) (27,463)
Minority interest activity (460) (388)
Increase in bank loans 36,000 27,000
Issuance of long-term debt - 89,100
Repayment of long-term debt (917) (839)
--------- ---------
Net cash provided by financing activities 5,541 87,410
--------- ---------
Cash and cash equivalents (decrease) increase $ (22,579) $ 63,104
========= =========
CASH AND CASH EQUIVALENTS:
End of period $ 23,293 $ 110,504
Beginning of period 45,872 47,400
--------- ---------
(Decrease) increase $ (22,579) $ 63,104
========= =========
See accompanying notes to condensed consolidated financial statements.
- 3 -
AMERIGAS PARTNERS, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
(unaudited)
(Thousands, except unit data)
Accumulated
Number of other Total
Common General comprehensive partners'
Units Common partner income (loss) capital
---------- --------- ------- ------------- ---------
BALANCE SEPTEMBER 30, 2003 52,333,208 $ 255,423 $ 2,577 $ (4,317) $ 253,683
Net income 42,718 431 43,149
Net gains on derivative instruments 16,679 16,679
Reclassification of net gains
on derivative instruments (2,543) (2,543)
-------- ---------
Comprehensive income 14,136 57,285
Distributions (28,791) (291) (29,082)
Common Units issued in
connection with incentive
compensation plan 14,500 366 366
---------- --------- ------- -------- ---------
BALANCE DECEMBER 31, 2003 52,347,708 $ 269,716 $ 2,717 $ 9,819 $ 282,252
========== ========= ======= ======== =========
See accompanying notes to condensed consolidated financial statements.
- 4 -
AMERIGAS PARTNERS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(Thousands of dollars, except per unit)
1. BASIS OF PRESENTATION
The condensed consolidated financial statements include the accounts of
AmeriGas Partners, L.P. ("AmeriGas Partners") and its principal
operating subsidiaries AmeriGas Propane, L.P. ("AmeriGas OLP") and
AmeriGas OLP's subsidiary, AmeriGas Eagle Propane, L.P. ("Eagle OLP").
AmeriGas Partners, AmeriGas OLP and Eagle OLP are Delaware limited
partnerships. AmeriGas OLP and Eagle OLP are collectively referred to
herein as "the Operating Partnerships," and AmeriGas Partners, the
Operating Partnerships and all of their subsidiaries are collectively
referred to herein as "the Partnership" or "we." We eliminate all
significant intercompany accounts and transactions when we consolidate.
We account for AmeriGas Propane, Inc.'s (the "General Partner's") 1.01%
interest in AmeriGas OLP and an unrelated third party's approximate
0.1% limited partner interest in Eagle OLP as minority interests in the
condensed consolidated financial statements. The Partnership's 50%
ownership interest in Atlantic Energy, Inc. ("Atlantic Energy"), a
propane storage terminal located in Chesapeake, Virginia, is accounted
for by the equity method.
The accompanying condensed consolidated financial statements are
unaudited and have been prepared in accordance with the rules and
regulations of the U.S. Securities and Exchange Commission ("SEC").
They include all adjustments which we consider necessary for a fair
statement of the results for the interim periods presented. Such
adjustments consisted only of normal recurring items unless otherwise
disclosed. The September 30, 2003 condensed consolidated balance sheet
data was derived from audited financial statements, but does not
include all disclosures required by accounting principles generally
accepted in the United States of America. These financial statements
should be read in conjunction with the financial statements and related
notes included in our Annual Report on Form 10-K for the year ended
September 30, 2003 ("2003 Annual Report"). Weather significantly
impacts demand for propane and profitability because many customers use
propane for heating purposes. Due to the seasonal nature of the
Partnership's propane business, the results of operations for interim
periods are not necessarily indicative of the results to be expected
for a full year.
NET INCOME PER UNIT. Net income per unit is computed by dividing net
income, after deducting the General Partner's 1% interest in AmeriGas
Partners, by the weighted average number of limited partner units
outstanding. Potentially dilutive Common Units included in the diluted
limited partner units outstanding computation reflect the effects of
Common Unit awards issued under AmeriGas Propane, Inc. incentive
compensation plans.
- 5 -
AMERIGAS PARTNERS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(unaudited)
(Thousands of dollars, except per unit)
COMPREHENSIVE INCOME. The following table presents the components of
comprehensive income for the three months ended December 31, 2003 and
2002:
Three Months Ended
December 31,
2003 2002
---- ----
Net income $43,149 $40,912
Other comprehensive income 14,136 1,687
------- -------
Comprehensive income $57,285 $42,599
------- -------
Other comprehensive income is principally the result of changes in the
fair value of propane commodity derivative instruments and interest
rate protection agreements, net of reclassifications of net gains and
losses to net income.
- 6 -
AMERIGAS PARTNERS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(unaudited)
(Thousands of dollars, except per unit)
UNIT-BASED COMPENSATION. As permitted by Statement of Financial
Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123"), we apply the provisions of Accounting
Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued
to Employees" ("APB 25"), in recording compensation expense for grants
of equity instruments to employees.
We use the intrinsic value method prescribed by APB 25 for our
unit-based employee compensation plans. We recorded unit-based
compensation expense of $(180) as a result of forfeitures of restricted
units during the three months ended December 31, 2003 and $330 during
the three months ended December 31, 2002. If we had determined
unit-based compensation expense under the fair value method prescribed
by SFAS 123, net income and basic and diluted income per limited
partner unit for the three months ended December 31, 2003 and 2002
would have been as follows:
Three Months Ended
December 31,
------------------------
2003 2002
---- ----
Net income as reported $ 43,149 $ 40,912
Add: Unit-based employee compensation
(income) expense included in reported
net income (180) 330
Deduct: Total stock and unit-based
employee compensation income (expense)
determined under the fair value method
for all awards 82 (384)
---------- ----------
Pro forma net income $ 43,051 $ 40,858
---------- ----------
Basic income per limited partner unit:
As reported $ 0.82 $ 0.82
Pro forma $ 0.81 $ 0.82
Diluted income per limited partner unit:
As reported $ 0.81 $ 0.82
Pro forma $ 0.81 $ 0.82
USE OF ESTIMATES. We make estimates and assumptions when preparing
financial statements in conformity with accounting principles generally
accepted in the United States of America. These estimates and
assumptions affect the reported amounts of assets and liabilities,
revenues and expenses, as well as the disclosure of contingent assets
and liabilities. Actual results could differ from these estimates.
- 7 -
AMERIGAS PARTNERS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(unaudited)
(Thousands of dollars, except per unit)
2. ACQUISITIONS
On October 1, 2003, AmeriGas OLP acquired substantially all of the
retail propane distribution assets and business of Horizon Propane LLC
("Horizon Propane") for total cash consideration of $31,044. In
December 2003, AmeriGas OLP paid Horizon Propane a working capital
adjustment of $111 in accordance with the Asset Purchase Agreement.
During its 2003 fiscal year, Horizon Propane sold over 30 million
gallons of propane from ninety locations in twelve states. In addition,
two smaller acquisitions of retail propane businesses were completed
during the three months ended December 31, 2003. The pro forma effect
of all of these transactions is not material.
3. INTANGIBLE ASSETS
The Partnership's intangible assets comprise the following:
December 31, September 30,
2003 2003
---- ----
Subject to amortization:
Customer relationships and
noncompete agreements $ 42,205 $ 38,966
Accumulated amortization (13,022) (11,934)
--------- ---------
$ 29,183 $ 27,032
--------- ---------
Not subject to amortization:
Goodwill $ 511,451 $ 509,155
Excess reorganization value 93,320 93,320
--------- ---------
$ 604,771 $ 602,475
--------- ---------
The increases in intangible assets during the three months ended
December 31, 2003 resulted from Partnership business acquisitions.
Amortization expense of intangible assets was $1,088 and $787 for the
three months ended December 31, 2003 and 2002, respectively. Our
expected aggregate amortization expense of intangible assets for the
next five fiscal years is as follows: Fiscal 2004 - $3,698; Fiscal 2005
- $3,456; Fiscal 2006 - $3,070; Fiscal 2007 - $2,441; Fiscal 2008 -
$2,212.
4. RELATED PARTY TRANSACTIONS
Pursuant to the Partnership Agreement and a Management Services
Agreement among AmeriGas Eagle Holdings, Inc., the general partner of
Eagle OLP, and the General Partner, the General Partner is entitled to
reimbursement for all direct and indirect expenses incurred or payments
it makes on behalf of the Partnership. These costs, which totaled
$78,208 and $71,982 in the three months ended December 31, 2003 and
2002, respectively, include employee compensation and benefit expenses
of employees of the General Partner and general and administrative
expenses.
- 8 -
AMERIGAS PARTNERS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(unaudited)
(Thousands of dollars, except per unit)
UGI Corporation ("UGI") provides certain financial and administrative
services to the General Partner. UGI bills the General Partner for
these direct and indirect corporate expenses and the General Partner is
reimbursed by the Partnership for these expenses. Such corporate
expenses totaled $3,162 and $1,617 in the three months ended December
31, 2003 and 2002, respectively. In addition, UGI and certain of its
subsidiaries provide office space and automobile liability insurance to
the Partnership. These expenses totaled $367 and $431 during the three
months ended December 31, 2003 and 2002, respectively.
The Partnership purchases propane on behalf of Atlantic Energy.
Atlantic Energy reimburses AmeriGas OLP for its purchases plus interest
as Atlantic Energy sells such propane to third parties or to AmeriGas
OLP itself. The total dollar value of propane purchased on behalf of
Atlantic Energy was $6,253 and $2,784 during the three months ended
December 31, 2003 and 2002, respectively. Purchases of propane by
AmeriGas OLP from Atlantic Energy during the three months ended
December 31, 2003 and 2002 totaled $7,680 and $5,761, respectively.
The General Partner also provides other services to Atlantic Energy
including accounting, insurance and other administrative services and
is reimbursed for the related costs. Such costs were not material
during the three months ended December 31, 2003 or 2002. On occasion,
AmeriGas OLP enters into product cost hedging contracts on behalf of
Atlantic Energy. When these contracts are settled, AmeriGas OLP is
reimbursed the cost of any losses, or distributes the proceeds of any
gains, to Atlantic Energy. Amounts due from Atlantic Energy at December
31, 2003, September 30, 2003 and December 31, 2002 totaled $3,644,
$2,042 and $2,826, respectively, which amounts are included in accounts
receivable - related parties in the Condensed Consolidated Balance
Sheets.
5. COMMITMENTS AND CONTINGENCIES
The Partnership has succeeded to certain lease guarantee obligations of
Petrolane relating to Petrolane's divestiture of nonpropane operations
before its 1989 acquisition by QFB Partners. Future lease payments
under these leases total approximately $14,000 at December 31, 2003.
The leases expire through 2010 and some of them are currently in
default. The Partnership has succeeded to the indemnity agreement of
Petrolane by which Texas Eastern Corporation ("Texas Eastern"), a prior
owner of Petrolane, agreed to indemnify Petrolane against any
liabilities arising out of the conduct of businesses that do not relate
to, and are not a part of, the propane business, including lease
guarantees. In December 1999, Texas Eastern filed for dissolution under
the Delaware General Corporation Law. In May 2001, Petrolane filed a
declaratory judgment action in the Delaware Chancery Court seeking
confirmation of Texas Eastern's indemnification obligations and
judicial supervision of Texas Eastern's dissolution to ensure that its
indemnification obligations to Petrolane are paid or adequately
provided for in accordance with law. Those proceedings are pending.
Pursuant to a Liquidation and
- 9 -
AMERIGAS PARTNERS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(unaudited)
(Thousands of dollars, except per unit)
Winding Up Agreement dated September 17, 2002, PanEnergy Corporation
("PanEnergy"), Texas Eastern's sole stockholder, assumed all of Texas
Eastern's liabilities as of December 20, 2002, to the extent of the
value of Texas Eastern's assets transferred to PanEnergy as of that
date (which was estimated to exceed $94,000), and to the extent that
such liabilities arise within ten years from Texas Eastern's date of
dissolution. Notwithstanding the dissolution proceeding, and based on
Texas Eastern previously having satisfied directly defaulted lease
obligations without the Partnership's having to honor its guarantee, we
believe that the probability that the Partnership will be required to
directly satisfy the lease obligations subject to the indemnification
agreement is remote.
On August 21, 2001, AmeriGas Partners, through AmeriGas OLP, acquired
the propane distribution businesses of Columbia Energy Group (the "2001
Acquisition") pursuant to the terms of a purchase agreement (the "2001
Acquisition Agreement") by and among Columbia Energy Group ("CEG"),
Columbia Propane Corporation ("Columbia Propane"), Columbia Propane,
L.P. ("CPLP"), CP Holdings, Inc. ("CPH," and together with Columbia
Propane and CPLP, the "Company Parties"), AmeriGas Partners, AmeriGas
OLP and the General Partner (together with AmeriGas Partners and
AmeriGas OLP, the "Buyer Parties"). As a result of the 2001
Acquisition, AmeriGas OLP acquired all of the stock of Columbia Propane
and CPH and substantially all of the partnership interests of CPLP.
Under the terms of an earlier acquisition agreement (the "1999
Acquisition Agreement"), the Company Parties agreed to indemnify the
former general partners of National Propane Partners, L.P. (a
predecessor company of the Columbia Propane businesses) and an
affiliate (collectively, "National General Partners") against certain
income tax and other losses that they may sustain as a result of the
1999 acquisition by CPLP of National Propane Partners, L.P. (the "1999
Acquisition") or the operation of the business after the 1999
Acquisition ("National Claims"). At December 31, 2003, the potential
amount payable under this indemnity by the Company Parties was
approximately $64,000. These indemnity obligations will expire on the
date that CPH acquires the remaining outstanding partnership interest
of CPLP, which is expected to occur on or after July 19, 2009.
Under the terms of the 2001 Acquisition Agreement, CEG agreed to
indemnify the Buyer Parties and the Company Parties against any losses
that they sustain under the 1999 Acquisition Agreement and related
agreements ("Losses"), including National Claims, to the extent such
claims are based on acts or omissions of CEG or the Company Parties
prior to the 2001 Acquisition. The Buyer Parties agreed to indemnify
CEG against Losses, including National Claims, to the extent such
claims are based on acts or omissions of the Buyer Parties or the
Company Parties after the 2001 Acquisition. CEG and the Buyer Parties
have agreed to apportion certain losses resulting from National Claims
to the extent such losses result from the 2001 Acquisition itself.
We also have other contingent liabilities, pending claims and legal
actions arising in the normal course of our business. We cannot predict
with certainty the final results of these matters. However, it is
reasonably possible that some of them could be resolved
- 10 -
AMERIGAS PARTNERS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(unaudited)
(Thousands of dollars, except per unit)
unfavorably to us. Although management currently believes, after
consultation with counsel, that damages or settlements, if any,
recovered by the plaintiffs in such claims or actions will not have a
material adverse effect on our financial position, damages or
settlements could be material to our operating results or cash flows in
future periods depending on the nature and timing of future
developments with respect to these matters and the amounts of future
operating results and cash flows.
6. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In January 2003, the Financial Accounting Standards Board ("FASB")
issued Financial Interpretation No. 46, "Consolidation of Variable
Interest Entities" ("FIN 46"), which clarifies Accounting Research
Bulletin No. 51, "Consolidated Financial Statements." FIN 46 is
effective immediately for variable interest entities created or
obtained after January 31, 2003. For variable interests created or
acquired before February 1, 2003, FIN 46 is effective for the first
fiscal or interim period beginning after December 15, 2003. If certain
conditions are met, FIN 46 requires the primary beneficiary to
consolidate certain variable interest entities in which the other
equity investors lack the essential characteristics of a controlling
financial interest or their investment at risk is not sufficient to
permit the variable interest entity to finance its activities without
additional subordinated financial support from other parties. The
Partnership has not created or obtained any variable interest entities
after January 31, 2003. In December 2003, the FASB issued a revision to
FIN 46 which addresses new effective dates and certain implementation
issues. Among these issues is the addition of a scope exception for
certain entities that meet the definition of a business provided
certain criteria are met. The Partnership is currently in the process
of evaluating the impact of FIN 46, as revised, which is not expected
to have a material effect on its financial position or results of
operations.
- 11 -
AMERIGAS FINANCE CORP.
(a wholly owned subsidiary of AmeriGas Partners, L.P.)
BALANCE SHEETS
(unaudited)
December 31, September 30,
2003 2003
---- ----
ASSETS
Cash $1,000 $1,000
------ ------
Total assets $1,000 $1,000
====== ======
STOCKHOLDER'S EQUITY
Common stock, without par value; 100 shares authorized,
issued and outstanding $ - $ -
Additional paid-in capital 1,000 1,000
------ ------
Total stockholder's equity $1,000 $1,000
====== ======
See accompanying note to balance sheets.
- 12 -
AMERIGAS FINANCE CORP.
(A WHOLLY OWNED SUBSIDIARY OF AMERIGAS PARTNERS, L.P.)
NOTE TO BALANCE SHEETS
(unaudited)
AmeriGas Finance Corp. ("AmeriGas Finance"), a Delaware corporation, was formed
on March 13, 1995 and is a wholly owned subsidiary of AmeriGas Partners, L.P.
("AmeriGas Partners").
On April 19, 1995, AmeriGas Partners and AmeriGas Finance jointly and severally
issued $100,000,000 face value of 10.125% Senior Notes due April 2007 ("Notes").
In November 2001, AmeriGas Partners redeemed prior to maturity $15,000,000 face
value of the Notes at a redemption price of 103.375% and redeemed the remaining
$85,000,000 face value of the Notes in January 2003 at a redemption premium of
102.25%.
As of November 21, 2003, AmeriGas Partners and AmeriGas Finance have an
effective unallocated shelf registration statement with the Securities and
Exchange Commission under the Securities Act of 1933 under which AmeriGas
Partners may issue up to $500,000,000 of debt or equity securities. AmeriGas
Finance will be the co-obligor of the debt securities, if any, issued pursuant
to the registration statement.
AmeriGas Partners owns all 100 shares of AmeriGas Finance common stock
outstanding.
- 13 -
AMERIGAS EAGLE FINANCE CORP.
(a wholly owned subsidiary of AmeriGas Partners, L.P.)
BALANCE SHEETS
(unaudited)
December 31, September 30,
2003 2003
---- ----
ASSETS
Cash $1,000 $1,000
------ ------
Total assets $1,000 $1,000
====== ======
STOCKHOLDER'S EQUITY
Common stock, without par value; 100 shares authorized,
issued and outstanding $ - $ -
Additional paid-in capital 1,000 1,000
------ ------
Total stockholder's equity $1,000 $1,000
====== ======
See accompanying note to balance sheets.
- 14 -
AMERIGAS EAGLE FINANCE CORP.
(A WHOLLY OWNED SUBSIDIARY OF AMERIGAS PARTNERS, L.P.)
NOTE TO BALANCE SHEETS
(unaudited)
AmeriGas Eagle Finance Corp. ("Eagle Finance"), a Delaware corporation, was
formed on February 22, 2001 and is a wholly owned subsidiary of AmeriGas
Partners, L.P. ("AmeriGas Partners").
On April 4, 2001, AmeriGas Partners and Eagle Finance jointly and severally
issued $60,000,000 face amount of 10% Senior Notes due April 2006.
AmeriGas Partners owns all 100 shares of Eagle Finance common stock outstanding.
- 15 -
AP EAGLE FINANCE CORP.
(a wholly owned subsidiary of AmeriGas Partners, L.P.)
BALANCE SHEETS
(unaudited)
December 31, September 30,
2003 2003
---- ----
ASSETS
Cash $1,000 $1,000
------ ------
Total assets $1,000 $1,000
====== ======
STOCKHOLDER'S EQUITY
Common stock, without par value; 100 shares authorized,
issued and outstanding $ - $ -
Additional paid-in capital 1,000 1,000
------ ------
Total stockholder's equity $1,000 $1,000
====== ======
See accompanying note to balance sheets.
- 16 -
AP EAGLE FINANCE CORP.
(A WHOLLY OWNED SUBSIDIARY OF AMERIGAS PARTNERS, L.P.)
NOTE TO BALANCE SHEETS
(unaudited)
AP Eagle Finance Corp. ("AP Eagle Finance"), a Delaware corporation, was formed
on April 12, 2001 and is a wholly owned subsidiary of AmeriGas Partners, L.P.
("AmeriGas Partners").
On August 21, 2001, AmeriGas Partners and AP Eagle Finance jointly and severally
issued $200,000,000 face amount of 8.875% Series A Senior Notes due May 2011. On
December 20, 2001, AmeriGas Partners and AP Eagle Finance exchanged $199,985,000
face amount of 8.875% Series A Senior Notes due May 2011 for a like amount of
AmeriGas Partners and AP Eagle Finance 8.875% Series B Senior Notes due May 2011
pursuant to a registered exchange offer. On May 3, 2002, AmeriGas Partners and
AP Eagle Finance jointly and severally issued $40,000,000 face amount of 8.875%
Series B Senior Notes due May 2011. On December 3, 2002, AmeriGas Partners and
AP Eagle Finance jointly and severally issued $88,000,000 face amount of 8.875%
Senior Notes due May 2011. On April 4, 2003, AmeriGas Partners and AP Eagle
Finance exchanged (1) $15,000 face amount of 8.875% Series A Senior Notes due
May 2011 and (2) $88,000,000 face amount of 8.875% Senior Notes due May 2011 for
like amounts of AmeriGas Partners and AP Eagle Finance 8.875% Series B Senior
Notes due May 2011 pursuant to a registered exchange offer.
In April 2003, AmeriGas Partners and AP Eagle Finance jointly and severally
issued $32,000,000 face amount of 8.875% Series B Senior Notes due May 2011.
AmeriGas Partners owns all 100 shares of AP Eagle Finance common stock
outstanding.
- 17 -
AMERIGAS PARTNERS, L.P.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
ANALYSIS OF RESULTS OF OPERATIONS
The following analyses compare the Partnership's results of operations for (1)
the three months ended December 31, 2003 ("2003 three-month period") with the
three months ended December 31, 2002 ("2002 three-month period"). AmeriGas
Finance Corp., AmeriGas Eagle Finance Corp. and AP Eagle Finance Corp. have
nominal assets and do not conduct any operations. Their sole purpose is to serve
as co-obligors for debt securities issued by AmeriGas Partners, L.P.
Accordingly, discussions of the results of operations and financial condition
and liquidity of these entities are not presented.
2003 THREE-MONTH PERIOD COMPARED WITH 2002 THREE-MONTH PERIOD
Increase
Three Months Ended December 31, 2003 2002 (Decrease)
---- ---- ----------
(millions of dollars)
Gallons sold (millions) (a):
Retail 304.5 324.2 (19.7) (6.1)%
Wholesale 33.0 71.7 (38.7) (54.0)%
-------- -------- -------
337.5 395.9 (58.4) (14.8)%
======== ======== =======
Revenues:
Retail propane $ 400.1 $ 374.0 $ 26.1 7.0 %
Wholesale propane 23.2 36.6 (13.4) (36.6)%
Other 36.9 34.4 2.5 7.3 %
-------- -------- -------
$ 460.2 $ 445.0 $ 15.2 3.4 %
======== ======== =======
Total margin (b) $ 205.7 $ 201.7 $ 4.0 2.0 %
EBITDA (c) $ 84.6 $ 81.4 $ 3.2 3.9 %
Operating income $ 65.6 $ 64.4 $ 1.2 1.9 %
Heating degree days - % colder (warmer)
than normal (d) (7.4) 1.1 - -
(a) Retail gallons sold in the 2003 three-month period include certain bulk
gallons previously considered wholesale gallons. Prior-period gallon
amounts and revenues have been adjusted to conform to the current period
classification.
(b) Total margin represents total revenues less cost of sales - propane and
cost of sales - other.
- 18 -
AMERIGAS PARTNERS, L.P.
(c) EBITDA (earnings before interest expense, income taxes, and 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 of America. 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. The Partnership's definition of
EBITDA may be different from that used by other companies. Weather
significantly impacts demand for propane and profitability because many
customers use propane for heating purposes. Due to the seasonal nature of
the Partnership's propane business, EBITDA for interim periods is not
necessarily indicative of amounts to be expected for a full year. The
following table includes reconciliations of net income to EBITDA for the
periods presented:
Three Months Ended
December 31,
------------------
2003 2002
-------- ---------
Net income $ 43.1 $ 40.9
Income tax expense 0.7 0.3
Interest expense 21.1 22.7
Depreciation 18.4 16.5
Amortization 1.3 1.0
------- -------
EBITDA $ 84.6 $ 81.4
======= =======
(d) Deviation from average heating degree days based upon national weather
statistics provided by the National Oceanic and Atmospheric Administration
("NOAA") for 335 airports in the United States, excluding Alaska.
Weather based upon heating degree days was 7.4% warmer than normal during the
2003 three-month period compared to weather that was 1.1% colder than normal in
the prior-year three-month period. Retail propane volumes sold decreased 19.7
million gallons or 6.1% in the 2003 three-month period due principally to the
effects of the warmer weather and, with respect to commercial and industrial
customers, continuing economic weakness partially offset by volume growth from
recent acquisitions, principally the October 1, 2003 acquisition of Horizon
Propane. Low margin wholesale volumes decreased 38.7 million gallons primarily
reflecting the effects of product cost hedging activities.
Retail propane revenues increased $26.1 million reflecting (1) a $48.8 million
increase due to higher average selling prices and (2) a $22.7 million decrease
due to the lower retail volumes sold. Wholesale propane revenues decreased $13.4
million reflecting (1) a $19.6 million decrease due to the lower volumes sold
and (2) a $6.2 million increase due to higher average selling prices. The higher
retail and wholesale selling prices reflect significantly higher propane product
costs during the 2003 three-month period resulting from, among other things,
higher crude oil and natural gas prices. Other revenues from ancillary sales and
services were $36.9 million in the 2003 three-month period and $34.4 million in
the 2002 three-month period. Total cost of sales increased $11.1 million
reflecting the higher propane product costs.
Total margin increased $4.0 million as a result of recent acquisitions and
higher average retail and wholesale propane unit margins on the reduced gallons
sold during the 2003 three-month period, and a $2.2 million increase in margin
from ancillary sales and services. Notwithstanding
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AMERIGAS PARTNERS, L.P.
the previously mentioned increase in the commodity price of propane, retail and
wholesale propane unit margins were higher than in the 2002 three-month period
reflecting the effects of the higher average selling prices.
EBITDA increased $3.2 million in the 2003 three-month period reflecting the
previously mentioned increase in total margin and a $2.1 million increase in
other income partially offset by a $2.8 million increase in operating and
administrative expenses. Operating and administrative expenses increased
principally from the impact of Horizon Propane and other recent acquisitions
partially offset by the beneficial effects on operating expenses from the
management realignment completed in late Fiscal 2003. Other income in the 2003
three-month period includes greater income from finance charges and asset sales
while other income in the prior-year three-month period was reduced by a $1.0
million charge associated with the adoption of SFAS No. 143, "Accounting for
Asset Retirement Obligations." Operating income in the 2003 three-month period
increased less than the increase in EBITDA due to higher depreciation expense
associated with the Partnership's Prefilled Propane Xchange program ("PPX(R)").
FINANCIAL CONDITION AND LIQUIDITY
FINANCIAL CONDITION
The Partnership's long-term debt outstanding at December 31, 2003 totaled $926.0
million (including current maturities of $58.9 million) compared to $927.3
million (including current maturities of $58.7 million) at September 30, 2003.
The Partnership expects to refinance all or a portion of the $53.8 million of
principal on the AmeriGas OLP First Mortgage Notes due in April 2004.
AmeriGas OLP's Credit Agreement expires on October 15, 2006 and consists of (1)
a $100 million Revolving Credit Facility and (2) a $75 million Acquisition
Facility. The Revolving Credit Facility may be used for working capital and
general purposes of AmeriGas OLP. The Acquisition Facility provides AmeriGas OLP
with the ability to borrow up to $75 million to finance the purchase of propane
businesses or propane business assets or, to the extent it is not so used, may
be used for working capital and general purposes. At December 31, 2003, there
was $36 million of borrowings outstanding under the Revolving Credit Facility.
AmeriGas OLP's short-term borrowing needs are seasonal and are typically
greatest during the fall and winter heating-season months due to the need to
fund higher levels of working capital. Issued and outstanding letters of credit
under the Revolving Credit Facility, which reduce the amount of available
borrowing capacity, totaled $38.0 million at December 31, 2003.
AmeriGas OLP also has a credit agreement with the General Partner to borrow up
to $20 million on an unsecured, subordinated basis, for working capital and
general purposes. UGI has agreed to contribute up to $20 million to the General
Partner to fund such borrowings.
AmeriGas Partners periodically issues debt and equity securities and expects to
continue to do so. It has effective debt and equity shelf registration
statements with the SEC under which it may issue up to an additional (1) $28
million principal
- 20 -
AMERIGAS PARTNERS, L.P.
amount of 8.875% Senior Notes due 2011, (2) 1.4 million AmeriGas Partners Common
Units and (3) up to $500 million of debt or equity securities pursuant to an
unallocated shelf registration statement.
During the three months ended December 31, 2003, the Partnership declared and
paid the minimum quarterly distribution of $0.55 (the "MQD") on all limited
partner units for the quarter ended September 30, 2003. The MQD for the quarter
ended December 31, 2003 will be paid on February 18, 2004 to holders of record
on February 10, 2004. The ability of the Partnership to declare and pay the MQD
on its Common Units in the future depends upon a number of factors. These
factors include (1) the level of Partnership earnings; (2) the cash needs of the
Partnership's operations (including cash needed for maintaining and increasing
operating capacity); (3) changes in operating working capital; and (4) the
Partnership's ability to borrow under its Credit Agreement, to refinance
maturing debt, and to increase its long-term debt. Some of these factors are
affected by conditions beyond our control including weather, competition in
markets we serve and the cost of propane.
CASH FLOWS
OPERATING ACTIVITIES. The Partnership had cash and cash equivalents totaling
$23.3 million at December 31, 2003 compared to $45.9 million at September 30,
2003. Due to the seasonal nature of the propane business, cash flows from
operating activities are generally strongest during the second and third fiscal
quarters when customers pay for propane purchased during the heating season
months. Conversely, operating cash flows are generally at their lowest levels
during the first and fourth fiscal quarters when the Partnership's investment in
working capital, principally accounts receivable and inventories, is generally
greatest. Accordingly, cash flows from operating activities during the three
months ended December 31, 2003 are not necessarily indicative of cash flows to
be expected for a full year. The Partnership uses its Revolving Credit Facility
to satisfy its seasonal cash flow needs. Cash flow provided by operating
activities was $14.7 million during the 2003 three-month period compared to cash
used of $8.6 million in the prior-year three-month period. Cash flow from
operating activities before changes in working capital was $66.4 million in the
2003 three-month period compared to $62.1 million in the prior-year three-month
period reflecting the improved 2003 three-month period operating results. Cash
required to fund changes in operating working capital during the 2003
three-month period totaled $51.7 million, a decrease from the $70.7 million
required in the prior-year three-month period, principally reflecting the
effects of lower volumes sold due to warmer weather partially offset by higher
propane commodity costs.
INVESTING ACTIVITIES. We spent $14.3 million for property, plant and equipment
(including maintenance capital expenditures of $6.1 million and growth capital
expenditures of $8.2 million) during the three months ended December 31, 2003
compared to $15.6 million (including maintenance capital expenditures of $5.7
million and growth capital expenditures of $9.9 million) during the prior-year
three-month period. The decrease is due in large part to lower PPX(R) capital
expenditures associated with purchases of cylinders and overfill protection
devices ("OPDs"). During the three months ended December 31, 2003, the
Partnership acquired Horizon Propane and two smaller propane distribution
businesses for $32.0 million.
FINANCING ACTIVITIES. Cash flow provided by financing activities was $5.5
million in the 2003 three-month period and $87.4 million in the prior-year
period. Financing activity is primarily the
- 21 -
AMERIGAS PARTNERS, L.P.
result of repayments and issuances of long-term debt, borrowings under our
Credit Agreement, distributions on limited partner units and proceeds from
issuances of common units.
In December 2002, AmeriGas Partners received $89.1 million of net proceeds from
the issuance of $88 million face amount of 8.875% Senior Notes due 2011. On
January 6, 2003, the net proceeds were used to repay prior to maturity the
remaining $85 million face amount of 10.125% Senior Notes at a redemption price
of 102.25%, plus accrued interest.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In January 2003, the Financial Accounting Standards Board ("FASB") issued
Financial Interpretation No. 46, "Consolidation of Variable Interest Entities"
("FIN 46"), which clarifies Accounting Research Bulletin No. 51, "Consolidated
Financial Statements." FIN 46 is effective immediately for variable interest
entities created or obtained after January 31, 2003. For variable interests
created or acquired before February 1, 2003, FIN 46 is effective for the first
fiscal or interim period beginning after December 15, 2003. If certain
conditions are met, FIN 46 requires the primary beneficiary to consolidate
certain variable interest entities in which the other equity investors lack the
essential characteristics of a controlling financial interest or their
investment at risk is not sufficient to permit the variable interest entity to
finance its activities without additional subordinated financial support from
other parties. The Partnership has not created or obtained any variable interest
entities after January 31, 2003. In December 2003, the FASB issued a revision to
FIN 46 which addresses new effective dates and certain implementation issues.
Among these issues is the addition of a scope exception for certain entities
that meet the definition of a business provided certain criteria are met. The
Partnership is currently in the process of evaluating the impact of FIN 46, as
revised, which is not expected to have a material effect on its financial
position or results of operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our primary financial market risks include commodity prices for propane and
interest rates on borrowings.
The risk associated with fluctuations in the prices the Partnership pays for
propane is principally a result of market forces reflecting changes in supply
and demand for propane and other energy commodities. The Partnership's
profitability is sensitive to changes in propane supply costs, and the
Partnership generally attempts to pass on increases in such costs to customers.
The Partnership may not, however, always be able to pass through product cost
increases fully, particularly when product costs rise rapidly. In order to
reduce the volatility of the Partnership's propane market price risk, we use
contracts for the forward purchase or sale of propane, propane fixed-price
supply agreements, and over-the-counter derivative commodity instruments
including price swap and option contracts. Over-the-counter derivative commodity
instruments utilized by the Partnership are generally settled at expiration of
the contract. In order to minimize credit risk associated with derivative
commodity contracts, we monitor established credit limits with the contract
counterparties. Although we use derivative financial and commodity instruments
to
- 22 -
AMERIGAS PARTNERS, L.P.
reduce market price risk associated with forecasted transactions, we do not use
derivative financial and commodity instruments for speculative or trading
purposes.
The Partnership has both fixed-rate and variable-rate debt. Changes in interest
rates impact the cash flows of variable-rate debt but generally do not impact
its fair value. Conversely, changes in interest rates impact the fair value of
fixed-rate debt but do not impact their cash flows.
Our variable rate debt includes borrowings under AmeriGas OLP's Credit
Agreement. This agreement has interest rates that are generally indexed to
short-term market interest rates. Our long-term debt is typically issued at
fixed rates of interest based upon market rates for debt having similar terms
and credit ratings. As these long-term debt issues mature, we may refinance such
debt with new debt having interest rates reflecting then-current market
conditions. This debt may have an interest rate that is more or less than the
refinanced debt. In order to reduce interest rate risk associated with near-term
forecasted issuances of fixed-rate debt, from time to time we enter into
interest rate protection agreements.
The following table summarizes the fair values of unsettled market risk
sensitive derivative instruments held at December 31, 2003. Fair values reflect
the estimated amounts that we would receive or pay to terminate the contracts at
the reporting date based upon quoted market prices of comparable contracts at
December 31, 2003. The table also includes the changes in fair value that would
result if there were an adverse change of ten percent in (1) the market price of
propane and (2) interest rates on ten-year U.S. treasury notes:
Fair Change in
Value Fair Value
----- ----------
(Millions of dollars)
December 31, 2003:
Propane commodity price risk $ 11.3 $ (12.6)
Interest rate risk 0.5 (2.0)
Because the Partnership's derivative instruments generally qualify as hedges
under SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities," we expect that changes in the fair value of derivative instruments
used to manage propane price or interest rate risk would be substantially offset
by gains or losses on the associated underlying transactions.
- 23 -
AMERIGAS PARTNERS, L.P.
ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
The Partnership's management, with the participation of the
Partnership's Chief Executive Officer and Chief Financial Officer,
evaluated the effectiveness of the Partnership's disclosure controls
and procedures as of the end of the period covered by this report.
Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that the Partnership's disclosure controls
and procedures as of the end of the period covered by this report were
designed and functioning effectively to provide reasonable assurance
that the information required to be disclosed by the Partnership in
reports filed under the Securities Exchange Act of 1934, as amended, is
recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms. The Partnership believes that a
controls system, no matter how well designed and operated, cannot
provide absolute assurance that the objectives of the controls system
are met, and no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, within a
company have been detected.
(b) Change in Internal Control over Financial Reporting
No change in the Partnership's internal control over financial
reporting occurred during the Partnership's most recent fiscal quarter
that has materially affected, or is reasonably likely to materially
affect, the Partnership's internal control over financial reporting.
- 24 -
AMERIGAS PARTNERS, L.P.
PART II OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) List of Exhibits:
31.1 Certification by the Chief Executive Officer relating to the
Registrants' Report on Form 10-Q for the quarter ended
December 31, 2003, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2 Certification by the Chief Financial Officer relating to the
Registrants' Report on Form 10-Q for the quarter ended
December 31, 2003, 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, 2003, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
(b) The Registrant furnished and filed information in Current Reports on
Form 8-K during the first quarter of fiscal year 2004 as follows:
ITEM
DATE NUMBER(S) CONTENT
October 1, 2003 2, 7 Acquisition of business of Horizon Propane LLC
as amended by Form 8-K/A
filed on December 12, 2003 Combined financial statements of the Integrated Propane
Business of WHM Emprises, Inc., the predecessor entity of
Horizon Propane LLC, as of June 30, 2003, and the related
combined statements of operations and changes in accumulated
deficit and cash flows for the year then ended, together with
the report of Plante & Moran, PLLC with respect thereto.
Unaudited pro forma condensed combined financial statements of
AmeriGas Partners, L.P. and Horizon Propane LLC (formerly, the
Integrated Propane Business of WHM Emprises, Inc.) as of June
30, 2003 and for the twelve months ended June 30, 2003.
November 19, 2003 7, 12 Press release reporting financial results for the fiscal year
ended September 30, 2003
Item 12 and the related exhibit in the Current Report dated November 19, 2003
listed above (the "Report") shall not be deemed "filed" for purposes of Section
18 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or
otherwise subject to liability under that Section, nor shall the Report be
deemed incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act.
- ----------
* The Exhibit attached to this Form 10-Q shall not be deemed filed for purposes
of Section 18 of the Exchange Act.
- 25 -
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrants have duly caused this report to be signed on their behalf by the
undersigned thereunto duly authorized.
AmeriGas Partners, L.P.
-----------------------------------
(Registrant)
By: AmeriGas Propane, Inc.,
as General Partner
Date: February 13, 2004 By: /s/ Martha B. Lindsay
------------------------------------
Martha B. Lindsay
Vice President - Finance
and Chief Financial Officer
By: /s/ Richard R. Eynon
------------------------------------
Richard R. Eynon
Controller and Chief Accounting Officer
AmeriGas Finance Corp.
------------------------------------
(Registrant)
Date: February 13, 2004 By: /s/ Martha B. Lindsay
-----------------------------------
Martha B. Lindsay
Vice President - Finance
and Chief Financial Officer
By: /s/ Richard R. Eynon
------------------------------------
Richard R. Eynon
Controller and Chief Accounting Officer
AmeriGas Eagle Finance Corp.
------------------------------------
(Registrant)
Date: February 13, 2004 By: /s/ Martha B. Lindsay
-----------------------------------
Martha B. Lindsay
Vice President - Finance
and Chief Financial Officer
By: /s/ Richard R. Eynon
------------------------------------
Richard R. Eynon
Controller and Chief Accounting Officer
- 26 -
AP Eagle Finance Corp.
-----------------------------------
(Registrant)
Date: February 13, 2004 By: /s/ Martha B. Lindsay
-----------------------------------
Martha B. Lindsay
Vice President - Finance
and Chief Financial Officer
By: /s/ Richard R. Eynon
-----------------------------------
Richard R. Eynon
Controller and Chief Accounting Officer
- 27 -
AMERIGAS PARTNERS, L.P.
EXHIBIT INDEX
31.1 Certification by the Chief Executive Officer relating to the
Registrants' Report on Form 10-Q for the quarter ended December 31,
2003, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification by the Chief Financial Officer relating to the
Registrants' Report on Form 10-Q for the quarter ended December 31,
2003, 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, 2003, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.