The New Amerigas Amerigas Partners, L.P
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AmeriGas Partners, L.P. 2012 Annual Report The New AmeriGas AmeriGas Partners, L.P. is a publicly traded master limited partnership that operates the nation’s largest retail propane distribution business. The common units of AmeriGas Partners, L.P. are traded on the New York Stock Exchange under the symbol “APU.” UGI Corporation, through subsidiaries, is the sole General Partner and owns 26% of the Partnership. An affiliate of Energy Transfer Partners, L.P. owns 32% of the Partnership and the public owns the remaining 42%. As a clean versatile energy source, propane is used for a wide variety of applications. Residential and commercial customers use propane for space heating, water heating, cooking and drying while industrial customers use it to fire furnaces, as a cutting gas and in other process applications. Propane is also used to power over-the-road vehicles, forklifts and stationary engines. Agricultural applications include crop drying, tobacco curing and chicken brooding. Propane shows promise as an environmentally friendly fuel source for commercial lawnmowers, energy efficient combined heat and power generation, and liquid injection systems designed to enhance mileage on diesel- powered vehicles. AmeriGas distributes over one billion gallons of propane annually to over 2 million residential, commercial/industrial, motor fuel, agricultural and wholesale customers in all 50 states. Through the Partnership’s AmeriGas Cylinder Exchange “ACE” program, ACE cylinders are available at more than 44,000 retail locations throughout the United States. AmeriGas operates approximately 2,100 distribution locations staffed with over 9,000 dedicated employees focused on fulfilling AmeriGas’ commitment to be the most reliable, safest and most responsive propane company in the nation. For more information about AmeriGas, visit www.amerigas.com. AmeriGas serves over 2 million customers in all 50 states from approximately 2,100 locations. Financial Highlights Year Ended September 30, 2012 2011 2010 (Millions of dollars, except as noted) Retail gallons sold (millions) 1,017.5 874.2 893.4 Degree days – % (warmer) than normal (1) (18.6%) (1.0%) (2.3%) Revenues $ 2,921.6 $ 2,538.0 $ 2,320.3 Operating income $ 170.6 $ 242.9 $ 235.9 Net income attributable to AmeriGas Partners, L.P. $ 11.0 $ 138.5 $ 165.2 Income tax expense 2.0 0.4 3.3 Interest expense 142.6 63.5 65.1 Depreciation and amortization 169.1 94.7 87.4 EBITDA (2) $ 324.7 $ 297.1 $ 321.0 Units outstanding – end of year (millions) 92.8 57.1 57.1 National Retail Sales by Volume (3) Residential 47% Commercial/Industrial 36% Motor fuel 11% Transport 3% Agricultural 3% (1) Deviation from average heating degree days for the 30-year period 1971 – 2000 based upon national weather statistics provided by the National Oceanic and Atmospheric Administration for 335 airports in the United States, excluding Alaska. (2) Earnings before interest expense, income taxes, depreciation and amortization (“EBITDA”) should not be considered as an alternative to net income attributable to AmeriGas Partners, L.P. (as an indicator of operating performance) and is not a measure of performance or financial condition under accounting principles generally accepted in the United States (“GAAP”). Management believes EBITDA is a meaningful non-GAAP financial measure used by investors to (1) compare the Partnership’s operating performance with other companies within the propane industry and (2) assess its ability to meet loan covenants. The Partnership’s definition of EBITDA may be different from that used by other companies. Management uses EBITDA to compare year-over-year profitability of the business without regard to capital structure as well as to compare the relative performance of the Partnership to that of other master limited partnerships without regard to their financing methods, capital structure, income taxes or historical cost basis. In view of the omission of interest, income taxes, depreciation and amortization from EBITDA, management also assesses the profitability of the business by comparing net income attributable to AmeriGas Partners, L.P. for the relevant years. Management also uses EBITDA to assess the Partnership’s profitability because its parent, UGI Corporation, uses the Partnership’s EBITDA to assess the profitability of the Partnership. UGI Corporation discloses the Partnership’s EBITDA as the profitability measure to comply with the GAAP requirement to provide profitability information about its domestic propane segment. EBITDA in Fiscal 2012 includes pre-tax losses of $13.3 million associated with the early extinguishments of debt and Heritage Propane acquisition and transition expenses of $46.2 million. EBITDA in Fiscal 2011 includes pre-tax losses of $38.1 million associated with the early extinguishments of debt. EBITDA in Fiscal 2010 includes a pre-tax loss of $12.2 million associated with the discontinuance of interest rate hedges and a pre-tax loss of $7 million associated with increased litigation reserves. (3) Based upon combined AmeriGas and Heritage retail gallons sold for the 12 month period ended December 31, 2011. Dear Fellow Unitholder, Fiscal 2012 was highlighted by the largest acquisition and integration to date in the propane industry. Our acquisition of Heritage Propane from Energy Transfer Partners, L.P. in January 2012 was a transformational event for the partnership as we increased our size by nearly 50 percent and extended both our geographic reach and our management capability in field operations. By combining numerous field operations in overlapping geographies and consolidating the headquarters support functions, we are on pace to deliver synergies in excess of the $50 million target we established when we announced the acquisition. All of the integration activities this year were completed amid the backdrop of the fourth warmest winter on record in the United States. Clearly, a winter that is nearly 19 percent warmer than normal had a negative effect on volume for the entire industry. We reacted by reducing variable operating expenses and by accelerating integration activities to best position the partnership for the fiscal 2013 heating season. Much has been accomplished during the past year. A few of the highlights include: • The closing of the Heritage Propane transaction in mid-January, in line with our expectations when we announced the transaction in October 2011. • Completion of $1.55 billion in senior note offerings at an attractive all-in rate of below 7 percent to finance the Heritage Propane acquisition. • Execution of a common unit offering following the transaction to pay down debt in line with our original acquisition assumptions. • Completion of a rigorous management selection process across all field locations to ensure we had the best managers from the two companies moving forward. • Completion of the migration of all back office functions of Heritage Propane to the AmeriGas headquarters. • Consolidation of management across the country, eliminating redundancy and improving productivity. In addition, during the last three months of fiscal 2012, we merged the cultures of two great companies that each approached the marketplace somewhat differently. AmeriGas goes to market as a premium national brand, while Heritage Propane operated as 160 different local brands across the country. We have adopted the best practices of both companies and shaped our business model to focus on safety, delighting the customer and enhancing productivity and processes in the field. We have slowed the integration process for the fiscal 2013 heating season and in the spring will complete the final system conversions. We expect to uncover further business benefits in the years to come, whether through additional consolidation opportunities or additional cash flow from divestiture of redundant properties and equipment. Beyond the benefits of improved field talent and a stronger customer focused culture, the Heritage Propane acquisition will also bolster our core growth strategies. Our expanded geographic footprint will allow us greater potential in our National Accounts and AmeriGas Cylinder Exchange programs. In addition, our acquisition program will benefit from even greater opportunities as a result of an expanded geographic footprint. Within our three key growth thrusts, we made solid progress in 2012 as follows: • AmeriGas Cylinder Exchange, our barbeque cylinder program, increased sales by 8.9 percent. We now sell over 13 million cylinders annually from over 44,000 convenient locations all across the country. • We completed eleven small acquisitions adding 10 million gallons on an annual basis. Though we slowed our acquisition activity during the integration of Heritage Propane, this remains a core growth initiative. • Our National Accounts program is taking advantage of our best-in-class national footprint. Customers seeking one national supplier can count on AmeriGas. In 2012, we added accounts representing 20 million gallons to the National Accounts program, John L. Walsh Lon R. Greenberg Jerry E. Sheridan which now serves over 200 customers at their 31,000 locations. AmeriGas will now begin to take advantage of an improved cost structure, a new management team and an expanded geographic reach as we continue to deliver 3 percent to 4 percent annual EBITDA growth and 5 percent annual distribution increases. AmeriGas is a business that spans the country, but our service goes door to door. Our 9,000 colleagues who take care of our 2 million customers each day