In February 2023, AmeriGas Partners, L.P. (the “Partnership”) concluded that its previously furnished financial statements for the fiscal year ended September 30, 2022 (“2022 Financial Statements”) should no longer be relied upon because of certain errors related to (i) overstatement of cost of sales – propane and understatement of inventories, (ii) overstatements of cost of sales – propane and accounts payable and (iii) overstatements of operating and administrative expenses and other current liabilities. The errors resulted in the restatement of the 2022 Financial Statements.
The total effect of the restatement results in a decrease of $22 million in net loss for the fiscal year ended September 30, 2022.
The Partnership is furnishing this revised 2022 Annual Report, which includes the restated Financial Statements and an updated Report of Independent Auditors. The effects of the restatement on the Partnership’s Consolidated Balance Sheet, Consolidated Statement of Operations and Consolidated Statement of Cash Flows as of and for the year ended September 30, 2022 are summarized in Note 2 to the Consolidated Financial Statements of this revised 2022 Annual Report.
The Partnership has discussed the matters disclosed herein with Ernst & Young LLP, the Partnership’s independent registered public accounting firm.
AMERIGAS PARTNERS, L.P.
ANNUAL REPORT
FOR THE FISCAL YEAR ENDED
September 30, 2022
AmeriGas Partners, L.P. (“AmeriGas”) is an indirect, wholly owned subsidiary of UGI Corporation (“UGI”), with no class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, AmeriGas Partners is not subject to the current and periodic reporting requirements of the Exchange Act. This annual report is provided to bondholders for informational purposes only pursuant to contractual requirements under certain indentures governing the rights of bondholders, and shall not constitute an offer to sell or the solicitation of an offer to buy any securities. As a result, none of UGI, AmeriGas Partners nor any of their respective affiliates accepts, and each specifically disclaims, any liability under federal securities laws whatsoever in connection with the provision of this annual report, including any liability under the Exchange Act or the Securities Act of 1933, as amended.
TABLE OF CONTENTS
Page
Glossary of Terms and Abbreviations3
Forward-Looking Information 6
Business 6
Risk Factors 12
Properties 20
Legal Proceedings 20
Management’s Discussion and Analysis of Financial Condition and Results of Operations 20
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 29
Controls and Procedures 29
Principal Accounting Fees and Services 30
Exhibits and Financial Statement Schedules 32
GLOSSARY OF TERMS AND ABBREVIATIONS
Terms and abbreviations used in this Annual Report are defined below:
AmeriGas Partners, L.P. and Related Entities
AmeriGas OLP – AmeriGas Propane, L.P., the principal operating subsidiary of AmeriGas Partners; also referred to as the “Operating Partnership”
AmeriGas Partners – AmeriGas Partners, L.P., a Delaware limited partnership and an indirect wholly owned subsidiary of UGI
AmeriGas Propane – AmeriGas Propane, Inc., a wholly owned subsidiary of UGI, the sole general partner of AmeriGas Partners, L.P.; also referred to as the “General Partner”
AmeriGas Propane GP, LLC – a Delaware limited liability company and wholly owned subsidiary of AmeriGas Partners, an indirect and wholly owned subsidiary of UGI and the general partner of AmeriGas OLP
AmeriGas Propane Holdings, Inc. – A Delaware corporation and an indirect wholly owned subsidiary of UGI
AmeriGas Propane Holdings, LLC – A Delaware limited liability company and an indirect wholly owned subsidiary of UGI
Energy Services – UGI Energy Services, LLC, a wholly owned subsidiary of UGI
General Partner – AmeriGas Propane, Inc., an indirect wholly owned subsidiary of UGI and the general partner of AmeriGas Partners
Partnership – AmeriGas Partners, AmeriGas OLP and all of their subsidiaries collectively
UGI – UGI Corporation
UGI Europe – UGI Europe, Inc., an indirect wholly owned subsidiary of UGI
Other Terms and Abbreviations
2022 AmeriGas OLP Credit Agreement – entered into by AmeriGas OLP providing for borrowings of up to $600 million, with the option to increase to a maximum principal amount of $900 million assuming certain conditions are met, including a letter of credit subfacility of up to $100 million
ACE – AmeriGas Cylinder Exchange
AmeriGas OLP Credit Agreement – The second amended and restated credit agreement entered into by AmeriGas OLP providing for borrowings of up to $600 million, including a letter of credit subfacility of up to $150 million
ASC – Accounting Standards Codification
ASC 606 – ASC 606, “Revenue from Contracts with Customers”
ASC 820 – ASC 820, “Fair Value Measurement”
ASC 842 – ASC 842, “Leases” (effective October 1, 2019)
ASU – Accounting Standards Update
Btu – British thermal unit
CERCLA – Comprehensive Environmental Response, Compensation and Liability Act
CDC – Centers for Disease Control and Prevention
Common Units – Limited partnership ownership interests in AmeriGas Partners
COVID-19 – A novel strain of coronavirus disease discovered in 2019
DOT – U.S. Department of Transportation
EBITDA – Earnings Before Interest, Taxes, Depreciation and Amortization
Exchange Act – Securities Exchange Act of 1934, as amended
FDIC – Federal Deposit Insurance Corporation
FIFO – First-in, first-out inventory valuation method
Fiscal 2019 – The fiscal year ended September 30, 2019
Fiscal 2020 – The fiscal year ended September 30, 2020
Fiscal 2021 – The fiscal year ended September 30, 2021
Fiscal 2022 – The fiscal year ended September 30, 2022
Fiscal 2023 – The fiscal year ending September 30, 2023
Fiscal 2024 – The fiscal year ending September 30, 2024
Fiscal 2025 – The fiscal year ending September 30, 2025
Fiscal 2026 – The fiscal year ending September 30, 2026
Fiscal 2027 – The fiscal year ending September 30, 2027
GAAP – U.S. generally accepted accounting principles
GHG – Greenhouse gas
LPG – Liquefied petroleum gas
MD&A – Management’s Discussion and Analysis of Financial Condition and Results of Operations
MGP – Manufactured gas plant
NOAA – National Oceanic and Atmospheric Administration
NPNS – Normal purchase and normal sale
NYDEC – New York State Department of Environmental Conservation
OSHA – Occupational Safety and Health Act
Partnership Agreement – Fourth Amended and Restated Agreement of Limited Partnership of AmeriGas Partners dated as of July 27, 2009, as amended
PRP – Potentially responsible party
ROU – Right-of-use
ROD – Record of Decision
Attachments
Disclaimer
UGI Corporation published this content on 28 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 March 2023 23:10:02 UTC.
