Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Mar. 31, 2014 | Apr. 30, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'AMERIGAS PARTNERS LP | ' |
Entity Central Index Key | '0000932628 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
Amendment Flag | 'false | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Current Fiscal Year End Date | '--09-30 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 92,866,796 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2014 | Sep. 30, 2013 | Mar. 31, 2013 |
In Thousands, unless otherwise specified | |||
Current assets: | ' | ' | ' |
Cash and cash equivalents | $38,461 | $12,635 | $123,112 |
Accounts receivable (less allowances for doubtful accounts of $29,176, $18,552 and $23,836, respectively) | 568,306 | 290,701 | 435,509 |
Accounts receivable - related parties | 2,016 | 1,509 | 1,231 |
Inventories | 185,545 | 158,928 | 159,902 |
Derivative financial instruments | 8,824 | 18,036 | 3,121 |
Prepaid expenses and other current assets | 13,064 | 18,883 | 16,238 |
Total current assets | 816,216 | 500,692 | 739,113 |
Property, plant and equipment (less accumulated depreciation and amortization of $1,245,916, $1,231,688 and $1,153,328, respectively) | 1,401,449 | 1,437,514 | 1,474,013 |
Goodwill | 1,934,585 | 1,933,929 | 1,914,827 |
Intangible assets, net | 478,139 | 496,328 | 516,320 |
Other assets | 39,291 | 41,383 | 42,481 |
Total assets | 4,669,680 | 4,409,846 | 4,686,754 |
Current liabilities: | ' | ' | ' |
Current maturities of long-term debt | 9,817 | 12,014 | 26,333 |
Bank loans | 198,000 | 116,900 | 115,900 |
Accounts payable - trade | 230,173 | 170,705 | 237,920 |
Accounts payable - related parties | 1,548 | 1,071 | 1,010 |
Customer deposits and advances | 53,217 | 128,122 | 76,549 |
Derivative financial instruments | 120 | 135 | 6,970 |
Other current liabilities | 181,476 | 188,027 | 180,859 |
Total current liabilities | 674,351 | 616,974 | 645,541 |
Long-term debt | 2,286,222 | 2,288,097 | 2,294,048 |
Other noncurrent liabilities | 78,814 | 80,638 | 85,581 |
Total liabilities | 3,039,387 | 2,985,709 | 3,025,170 |
Commitments and contingencies (note 6) | ' | ' | ' |
AmeriGas Partners, L.P. partners’ capital: | ' | ' | ' |
Common unitholders (units issued - 92,866,796, 92,824,539 and 92,816,905, respectively) | 1,559,217 | 1,354,187 | 1,607,807 |
General partner | 18,006 | 15,930 | 18,498 |
Accumulated other comprehensive income (loss) | 11,934 | 14,986 | -6,115 |
Total AmeriGas Partners, L.P. partners’ capital | 1,589,157 | 1,385,103 | 1,620,190 |
Noncontrolling interest | 41,136 | 39,034 | 41,394 |
Total partners’ capital | 1,630,293 | 1,424,137 | 1,661,584 |
Total liabilities and partners’ capital | $4,669,680 | $4,409,846 | $4,686,754 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2014 | Sep. 30, 2013 | Mar. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | |||
Statement of Financial Position [Abstract] | ' | ' | ' |
Allowances for doubtful accounts | $29,176 | $18,552 | $23,836 |
Depreciation and amortization on property, plant and equipment | $1,245,916 | $1,231,688 | $1,153,328 |
Common units, issued (in units) | 92,866,796 | 92,824,539 | 92,816,905 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 |
Revenues: | ' | ' | ' | ' |
Propane | $1,421,423 | $1,098,382 | $2,391,725 | $1,895,441 |
Other | 72,200 | 77,825 | 147,724 | 157,413 |
Total, Revenues | 1,493,623 | 1,176,207 | 2,539,449 | 2,052,854 |
Costs and expenses: | ' | ' | ' | ' |
Cost of sales - propane (excluding depreciation shown below) | 867,213 | 594,128 | 1,429,661 | 1,023,691 |
Cost of sales - other (excluding depreciation shown below) | 18,255 | 18,282 | 38,514 | 40,803 |
Operating and administrative expenses | 281,318 | 265,298 | 518,866 | 508,815 |
Depreciation | 38,353 | 37,607 | 79,856 | 75,930 |
Amortization | 10,804 | 11,022 | 21,623 | 22,050 |
Other income, net | -7,242 | -7,635 | -13,686 | -15,806 |
Total, costs and expenses | 1,208,701 | 918,702 | 2,074,834 | 1,655,483 |
Operating income | 284,922 | 257,505 | 464,615 | 397,371 |
Interest expense | -42,046 | -41,776 | -83,636 | -82,972 |
Income before income taxes | 242,876 | 215,729 | 380,979 | 314,399 |
Income tax benefit (expense) | 74 | 52 | -1,357 | -575 |
Net income | 242,950 | 215,781 | 379,622 | 313,824 |
Deduct net income attributable to noncontrolling interest | -2,847 | -2,573 | -4,621 | -3,951 |
Net income attributable to AmeriGas Partners, L.P. | 240,103 | 213,208 | 375,001 | 309,873 |
General partner’s interest in net income attributable to AmeriGas Partners, L.P. | 7,794 | 6,384 | 14,534 | 11,603 |
Limited partners’ interest in net income attributable to AmeriGas Partners, L.P. | $232,309 | $206,824 | $360,467 | $298,270 |
Income per limited partner unit - basic and diluted: | ' | ' | ' | ' |
Basic (in usd per unit) | $1.71 | $1.56 | $2.85 | $2.49 |
Diluted (in usd per unit) | $1.71 | $1.56 | $2.84 | $2.49 |
Average limited partner units outstanding (thousands): | ' | ' | ' | ' |
Basic (in shares) | 92,883 | 92,830 | 92,867 | 92,827 |
Diluted (in shares) | 92,934 | 92,895 | 92,940 | 92,901 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 |
Statement of Comprehensive Income [Abstract] | ' | ' | ' | ' |
Net income | $242,950 | $215,781 | $379,622 | $313,824 |
Other comprehensive income (loss): | ' | ' | ' | ' |
Net gains (losses) on derivative instruments | 11,105 | -2,221 | 45,347 | -4,914 |
Reclassifications of net (gains) losses on derivative instruments | -35,154 | 25,526 | -48,427 | 42,750 |
Other comprehensive (loss) income | -24,049 | 23,305 | -3,080 | 37,836 |
Total comprehensive income | 218,901 | 239,086 | 376,542 | 351,660 |
Deduct comprehensive income attributable to noncontrolling interest | -2,630 | -2,808 | -4,593 | -4,333 |
Comprehensive income attributable to AmeriGas Partners, L.P. | $216,271 | $236,278 | $371,949 | $347,327 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net income | $379,622 | $313,824 |
Adjustments to reconcile net income to net cash from operating activities | ' | ' |
Depreciation and amortization | 101,479 | 97,980 |
Provision for uncollectible accounts | 19,837 | 9,637 |
Other, net | 10,194 | 1,063 |
Net change in: | ' | ' |
Accounts receivable | -297,853 | -181,130 |
Inventories | -26,553 | 3,844 |
Accounts payable | 59,944 | 66,494 |
Other current assets | 4,525 | 3,278 |
Other current liabilities | -83,895 | -99,840 |
Net cash provided by operating activities | 167,300 | 215,150 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Expenditures for property, plant and equipment | -51,009 | -54,438 |
Proceeds from disposals of assets | -6,496 | -3,189 |
Acquisitions of businesses, net of cash acquired | -1,933 | 0 |
Net cash used by investing activities | -46,446 | -51,249 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Distributions | -168,450 | -158,592 |
Noncontrolling interest activity | -2,491 | -2,391 |
Increase in bank loans | 81,100 | 66,000 |
Repayments of long-term debt | -4,600 | -7,337 |
Proceeds associated with equity-based compensation plans, net of tax withheld | -598 | 1,419 |
Capital contributions from General Partner | 11 | 10 |
Net cash used by financing activities | -95,028 | -100,891 |
Cash and cash equivalents increase | 25,826 | 63,010 |
CASH AND CASH EQUIVALENTS: | ' | ' |
End of period | 38,461 | 123,112 |
Beginning of period | 12,635 | 60,102 |
Increase | $25,826 | $63,010 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Partner's Capital (USD $) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | |
Beginning Balance | ' | ' | $1,424,137,000 | $1,468,560,000 |
Net income | 242,950,000 | 215,781,000 | 379,622,000 | 313,824,000 |
Net gains (losses) on derivative instruments | 11,105,000 | -2,221,000 | 45,347,000 | -4,914,000 |
Reclassifications of net (gains) losses on derivative instruments | -35,154,000 | 25,526,000 | -48,427,000 | 42,750,000 |
Distributions | ' | ' | -170,941,000 | -160,983,000 |
Unit-based compensation expense | ' | ' | 1,487,000 | 2,406,000 |
Common Units issued in connection with incentive compensation plans, net of tax withheld | ' | ' | -932,000 | -59,000 |
Ending Balance | 1,630,293,000 | 1,661,584,000 | 1,630,293,000 | 1,661,584,000 |
Total AmeriGas Partners, L.P. partners' capital | ' | ' | ' | ' |
Beginning Balance | ' | ' | 1,385,103,000 | 1,429,108,000 |
Net income | ' | ' | 375,001,000 | 309,873,000 |
Net gains (losses) on derivative instruments | ' | ' | 44,886,000 | -4,864,000 |
Reclassifications of net (gains) losses on derivative instruments | ' | ' | -47,938,000 | 42,318,000 |
Distributions | ' | ' | -168,450,000 | -158,592,000 |
Unit-based compensation expense | ' | ' | 1,487,000 | 2,406,000 |
Common Units issued in connection with incentive compensation plans, net of tax withheld | ' | ' | -932,000 | -59,000 |
Ending Balance | 1,589,157,000 | 1,620,190,000 | 1,589,157,000 | 1,620,190,000 |
Limited Partner | ' | ' | ' | ' |
Beginning Balance (in units) | ' | ' | 92,824,539 | 92,801,347 |
Beginning Balance | ' | ' | 1,354,187,000 | 1,455,702,000 |
Net income | ' | ' | 360,467,000 | 298,270,000 |
Distributions | ' | ' | -155,981,000 | -148,502,000 |
Unit-based compensation expense | ' | ' | 1,487,000 | 2,406,000 |
Common Units issued in connection with incentive compensation plans, net of tax withheld (in units) | ' | ' | 42,257 | 15,558 |
Common Units issued in connection with incentive compensation plans, net of tax withheld | ' | ' | -943,000 | -69,000 |
Ending Balance (in units) | 92,866,796 | 92,816,905 | 92,866,796 | 92,816,905 |
Ending Balance | 1,559,217,000 | 1,607,807,000 | 1,559,217,000 | 1,607,807,000 |
General partner | ' | ' | ' | ' |
Beginning Balance | ' | ' | 15,930,000 | 16,975,000 |
Net income | ' | ' | 14,534,000 | 11,603,000 |
Distributions | ' | ' | -12,469,000 | -10,090,000 |
Common Units issued in connection with incentive compensation plans, net of tax withheld | ' | ' | 11,000 | 10,000 |
Ending Balance | 18,006,000 | 18,498,000 | 18,006,000 | 18,498,000 |
Accumulated other comprehensive income (loss) | ' | ' | ' | ' |
Beginning Balance | ' | ' | 14,986,000 | -43,569,000 |
Net gains (losses) on derivative instruments | ' | ' | 44,886,000 | -4,864,000 |
Reclassifications of net (gains) losses on derivative instruments | ' | ' | -47,938,000 | 42,318,000 |
Ending Balance | 11,934,000 | -6,115,000 | 11,934,000 | -6,115,000 |
Noncontrolling interest | ' | ' | ' | ' |
Beginning Balance | ' | ' | 39,034,000 | 39,452,000 |
Net income | ' | ' | 4,621,000 | 3,951,000 |
Net gains (losses) on derivative instruments | ' | ' | 461,000 | -50,000 |
Reclassifications of net (gains) losses on derivative instruments | ' | ' | -489,000 | 432,000 |
Distributions | ' | ' | -2,491,000 | -2,391,000 |
Ending Balance | $41,136,000 | $41,394,000 | $41,136,000 | $41,394,000 |
Nature_of_Operations
Nature of Operations | 6 Months Ended |
Mar. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Nature of Operations | ' |
Nature of Operations | |
AmeriGas Partners, L.P. (“AmeriGas Partners”) is a publicly traded limited partnership that conducts a national propane distribution business through its principal operating subsidiary AmeriGas Propane, L.P. (“AmeriGas OLP”) and prior to its merger with AmeriGas OLP on July 1, 2013 (the “Merger”), AmeriGas OLP’s principal operating subsidiary Heritage Operating, L.P. (“HOLP”). AmeriGas OLP after the Merger, and AmeriGas OLP and HOLP prior to the Merger, are referred to herein as the “Operating Partnership.” AmeriGas Partners and AmeriGas OLP are Delaware limited partnerships. AmeriGas Partners, the Operating Partnership and its subsidiaries are collectively referred to herein as the “Partnership” or “we.” | |
The Operating Partnership is engaged in the distribution of propane and related equipment and supplies. The Operating Partnership comprises the largest retail propane distribution business in the United States serving residential, commercial, industrial, motor fuel and agricultural customers in all 50 states. | |
At March 31, 2014, AmeriGas Propane, Inc. (the “General Partner”), an indirect wholly owned subsidiary of UGI Corporation (“UGI”), held a 1% general partner interest in AmeriGas Partners and a 1.01% general partner interest in AmeriGas OLP. The General Partner and its wholly owned subsidiary Petrolane Incorporated (“Petrolane,” a predecessor company of the Partnership) also owned 23,756,882 AmeriGas Partners Common Units (“Common Units”). The remaining Common Units outstanding at March 31, 2014, comprise 69,109,914 publicly held Common Units of which 12,867,362 Common Units are held by a subsidiary of Energy Transfer Partners, L.P. (“ETP”) as a result of the January 12, 2012, acquisition of substantially all of ETP’s propane operations (the “Heritage Acquisition”). The Common Units represent limited partner interests in AmeriGas Partners. AmeriGas Partners holds a 98.99% limited partner interest in AmeriGas OLP. In January 2014, ETP sold 9,200,000 of the Common Units it held in an underwritten public offering, pursuant to its registration rights in its unitholder agreement. AmeriGas Partners did not receive any proceeds from the sale of the Common Units by ETP. | |
AmeriGas Partners and the Operating Partnership have no employees. Employees of the General Partner conduct, direct and manage our operations. Prior to the Merger, the General Partner provided management and administrative services to Heritage Operating GP, LLC (“HOLP GP”), the general partner of HOLP, under a management services agreement. The General Partner is reimbursed monthly for all direct and indirect expenses it incurs on our behalf (see Note 5). |
Significant_Accounting_Policie
Significant Accounting Policies | 6 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Significant Accounting Policies | ' | ||||||||||||||||
Significant Accounting Policies | |||||||||||||||||
The condensed consolidated financial statements include the accounts of AmeriGas Partners, its majority-owned subsidiary AmeriGas OLP, and its 100%-owned finance subsidiaries AmeriGas Finance Corp., AP Eagle Finance Corp. and AmeriGas Finance, LLC. The accounts of AmeriGas Partners’ majority-owned subsidiary AmeriGas OLP are included based upon the determination that, given the Partnership’s structure, AmeriGas Partners will absorb a majority of AmeriGas OLP’s expected losses, will receive a majority of AmeriGas OLP’s expected residual returns, and is AmeriGas OLP’s primary beneficiary. AmeriGas OLP includes the accounts of its wholly owned subsidiaries. We eliminate all significant intercompany accounts and transactions when we consolidate. We account for the General Partner’s 1.01% interest in AmeriGas OLP as noncontrolling interest in the condensed consolidated financial statements. | |||||||||||||||||
AmeriGas Finance Corp., AP Eagle Finance Corp. and AmeriGas Finance LLC are 100%-owned finance subsidiaries of AmeriGas Partners. Their sole purpose is to serve as issuers or co-obligors for debt securities issued or guaranteed by AmeriGas Partners. The 6.75% and 7.00% Senior Notes were co-issued by AmeriGas Finance Corp. and AmeriGas Finance LLC and are fully and unconditionally guaranteed on a senior unsecured basis by AmeriGas Partners. | |||||||||||||||||
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 consist only of normal recurring items unless otherwise disclosed. The September 30, 2013, 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 (“GAAP”). | |||||||||||||||||
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 fiscal year ended September 30, 2013 (“Partnership’s 2013 Annual Financial Statements and Notes”). 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. | |||||||||||||||||
Allocation of Net Income Attributable to AmeriGas Partners. Net income attributable to AmeriGas Partners, L.P. for partners’ capital and statement of operations presentation purposes is allocated to the General Partner and the limited partners in accordance with their respective ownership percentages after giving effect to amounts distributed to the General Partner in excess of its 1% general partner interest in AmeriGas Partners based on its incentive distribution rights (“IDRs”) under the Fourth Amended and Restated Agreement of Limited Partnership of AmeriGas Partners, as amended (“Partnership Agreement”). | |||||||||||||||||
Net Income Per Unit. Income per limited partner unit is computed in accordance with GAAP regarding the application of the two-class method for determining income per unit for master limited partnerships (“MLPs”) when IDRs are present. The two-class method requires that income per limited partner unit be calculated as if all earnings for the period were distributed and requires a separate calculation for each quarter and year-to-date period. In periods when our net income attributable to AmeriGas Partners exceeds our Available Cash, as defined in the Partnership Agreement, and is above certain levels, the calculation according to the two-class method results in an increased allocation of undistributed earnings to the General Partner. Generally, in periods when our Available Cash in respect of the quarter or year-to-date periods exceeds our net income (loss) attributable to AmeriGas Partners, the calculation according to the two-class method results in an allocation of earnings to the General Partner greater than its relative ownership interest in the Partnership (or in the case of a net loss attributable to AmeriGas Partners, an allocation of such net loss to the Common Unitholders greater than their relative ownership interest in the Partnership). | |||||||||||||||||
The following table sets forth reconciliations of the numerators and denominators of the basic and diluted income per limited partner unit computations: | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
March 31, | March 31, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Net income attributable to AmeriGas Partners, L.P. | $ | 240,103 | $ | 213,208 | $ | 375,001 | $ | 309,873 | |||||||||
Adjust for theoretical distributions of net income attributable to AmeriGas Partners, L.P. to the general partner in accordance with the two-class method for MLPs | (81,389 | ) | (68,099 | ) | (110,727 | ) | (78,523 | ) | |||||||||
Common Unitholders’ interest in net income attributable to AmeriGas Partners, L.P. under the two-class method for MLPs | $ | 158,714 | $ | 145,109 | $ | 264,274 | $ | 231,350 | |||||||||
Weighted average Common Units outstanding—basic (thousands) | 92,883 | 92,830 | 92,867 | 92,827 | |||||||||||||
Potentially dilutive Common Units (thousands) | 51 | 65 | 73 | 74 | |||||||||||||
Weighted average Common Units outstanding—diluted (thousands) | 92,934 | 92,895 | 92,940 | 92,901 | |||||||||||||
Theoretical distributions of net income attributable to AmeriGas Partners, L.P. in accordance with the two-class method for the three months ended March 31, 2014 and 2013, resulted in an increased allocation of net income attributable to AmeriGas Partners, L.P. to the General Partner in the computation of income per limited partner unit which had the effect of decreasing earnings per limited partner unit by $0.79 and $0.66, respectively. Theoretical distributions of net income attributable to AmeriGas Partners, L.P. in accordance with the two-class method for the six months ended March 31, 2014 and 2013, resulted in an increased allocation of net income attributable to AmeriGas Partners, L.P. to the General Partner in the computation of income per limited partner unit which had the effect of decreasing earnings per limited partner unit by $1.04 and $0.72, respectively. | |||||||||||||||||
Potentially dilutive Common Units included in the diluted limited partner units outstanding computation reflect the effects of restricted Common Unit awards granted under the General Partner’s incentive compensation plans. | |||||||||||||||||
Comprehensive Income. Comprehensive income comprises net income and other comprehensive income. Other comprehensive income principally results from gains and losses on derivative instruments qualifying as cash flow hedges, net of reclassifications to net income. For information regarding the amounts and line items on the Condensed Consolidated Statements of Operations associated with reclassification from accumulated other comprehensive income (“AOCI”), see Note 8. | |||||||||||||||||
Reclassifications. Certain prior period amounts have been reclassified to conform to current period presentation. | |||||||||||||||||
Use of Estimates. The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and costs. These estimates are based on management’s knowledge of current events, historical experience and various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may be different from these estimates and assumptions. |
Accounting_Changes
Accounting Changes | 6 Months Ended |
Mar. 31, 2014 | |
Accounting Changes and Error Corrections [Abstract] | ' |
Accounting Changes | ' |
Accounting Changes | |
Adoption of New Accounting Standards | |
Disclosures about Reclassifications Out of Accumulated Other Comprehensive Income. During the three months ended December 31, 2013, the Partnership adopted new accounting guidance regarding disclosures for items reclassified out of AOCI. The disclosures required by the new accounting guidance are included in the notes to the condensed consolidated financial statements. The new disclosures are applied prospectively. As this guidance only affects disclosure requirements, the adoption of this guidance did not impact our results of operations, cash flows or financial position. | |
Disclosures about Offsetting Assets and Liabilities. During the three months ended December 31, 2013, the Partnership adopted new accounting guidance requiring entities to disclose both gross and net information about recognized derivative instruments that are offset on the balance sheet as a result of an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset on the balance sheet. The new disclosures are applied retroactively for all periods presented. The required disclosures are included in Note 7 to the condensed consolidated financial statements. As this guidance only affects disclosure requirements, the adoption of this guidance did not impact our results of operations, cash flows or financial position. |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 6 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||
Goodwill and Intangible Assets | ' | ||||||||||||
Goodwill and Intangible Assets | |||||||||||||
The Partnership’s goodwill and intangible assets comprise the following: | |||||||||||||
March 31, | September 30, | March 31, | |||||||||||
2014 | 2013 | 2013 | |||||||||||
Goodwill (not subject to amortization) | $ | 1,934,585 | $ | 1,933,929 | $ | 1,914,827 | |||||||
Intangible assets: | |||||||||||||
Customer relationships and noncompete agreements | $ | 513,716 | $ | 512,665 | $ | 505,365 | |||||||
Trademarks and tradenames (not subject to amortization) | 82,944 | 82,944 | 91,100 | ||||||||||
Gross carrying amount | 596,660 | 595,609 | 596,465 | ||||||||||
Accumulated amortization | (118,521 | ) | (99,281 | ) | (80,145 | ) | |||||||
Intangible assets, net | $ | 478,139 | $ | 496,328 | $ | 516,320 | |||||||
We amortize customer relationship and noncompete agreement intangible assets over their estimated periods of benefit which do not exceed 15 years. Amortization expense of intangible assets was $9,610 and $19,240 and for the three and six months ended March 31, 2014 and $9,832 and $19,676 for the three and six months ended March 31, 2013. No amortization is included in cost of sales in the Condensed Consolidated Statements of Operations. As of March 31, 2014, our expected aggregate amortization expense of intangible assets for the remainder of Fiscal 2014 and the next four fiscal years is as follows: remainder of Fiscal 2014 — $19,240; Fiscal 2015 — $37,309; Fiscal 2016 — $36,018; Fiscal 2017 — $33,853; Fiscal 2018 — $32,493. |
Related_Party_Transactions
Related Party Transactions | 6 Months Ended |
Mar. 31, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
Related Party Transactions | |
Pursuant to the Partnership Agreement and, prior to the Merger, a management services agreement among HOLP GP, HOLP and the General Partner, the General Partner is entitled to reimbursement for all direct and indirect expenses incurred or payments it makes on our behalf. These costs, which totaled $155,414 and $150,705 for the three months ended March 31, 2014 and 2013, respectively, and $299,950 and $290,502 for six months ended March 31, 2014 and 2013, respectively, include employee compensation and benefit expenses of employees of the General Partner and general and administrative expenses. | |
UGI provides certain financial and administrative services to the General Partner. UGI bills the General Partner monthly for all direct and indirect corporate expenses incurred in connection with providing these services and the General Partner is reimbursed by the Partnership for these expenses. The allocation of indirect UGI corporate expenses to the Partnership utilizes a weighted, three-component formula based on the relative percentage of the Partnership’s revenues, operating expenses and net assets employed to the total of such items for all UGI operating subsidiaries for which general and administrative services are provided. The General Partner believes that this allocation method is reasonable and equitable to the Partnership. Such corporate expenses totaled $7,463 and $6,864, during the three months ended March 31, 2014 and 2013, respectively, and $10,957 and $10,756 during the six months ended March 31, 2014 and 2013, respectively. In addition, UGI and certain of its subsidiaries provide office space, stop loss medical coverage and automobile liability insurance to the Partnership. The costs related to these items totaled $1,084 and $1,062 for the three months ended March 31, 2014 and 2013, respectively, and $2,215 and $2,626 for the six months ended March 31, 2014 and 2013, respectively. | |
From time to time, AmeriGas OLP purchases propane on an as needed basis from UGI Energy Services, Inc. (“Energy Services”). In addition, the Partnership sells propane to Energy Services and certain other affiliates of UGI. Such amounts were not material during the periods presented. |
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended |
Mar. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
Commitments and Contingencies | |
Federal Trade Commission Investigation of Propane Grill Cylinder Filling Practices. On or about November 4, 2011, the General Partner received notice that the Federal Trade Commission (“FTC”) had initiated an antitrust and consumer protection investigation into certain practices of the Partnership which relate to the filling of portable propane cylinders. On February 2, 2012, the Partnership received a Civil Investigative Demand from the FTC that requested documents and information concerning, among other things, (i) the Partnership’s decision, in 2008, to reduce the volume of propane in cylinders it sells to consumers from 17 pounds to 15 pounds, and (ii) cross-filling, related service arrangements and communications regarding the foregoing with competitors. The Partnership responded to that subpoena and cooperated with subsequent requests for information. On March 27, 2014, the FTC issued an administrative complaint against the Partnership and UGI alleging that the General Partner and one of its competitors colluded in 2008 to persuade its joint customer, Walmart Stores, Inc., to accept the cylinder fill reduction from 17 pounds to 15 pounds. The complaint does not seek monetary remedies. The Partnership and UGI filed their Answer to the complaint on April 18, 2014 and believe that they have good defenses to the FTC’s claims. We are unable to reasonably estimate the impact, if any, arising from this claim. | |
In addition to the matter described above, there are other pending claims and legal actions arising in the normal course of our businesses. Although we cannot predict the final results of these pending claims and legal actions, we believe, after consultation with counsel, that the final outcome of these matters will not have a material effect on our consolidated financial position, results of operations or cash flows. |
Fair_Value_Measurement
Fair Value Measurement | 6 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
Fair Value Measurements | |||||||||||||||||
Derivative Financial Instruments | |||||||||||||||||
The following table presents our financial assets and financial liabilities that are measured at fair value on a recurring basis for each of the fair value hierarchy levels, including both current and noncurrent portions, as of March 31, 2014, September 30, 2013 and March 31, 2013: | |||||||||||||||||
Asset (Liability) | |||||||||||||||||
Quoted Prices | Significant | Unobservable | Total | ||||||||||||||
in Active | Other | Inputs | |||||||||||||||
Markets for | Observable | (Level 3) | |||||||||||||||
Identical | Inputs | ||||||||||||||||
Assets and | (Level 2) | ||||||||||||||||
Liabilities | |||||||||||||||||
(Level 1) | |||||||||||||||||
March 31, 2014: | |||||||||||||||||
Assets: | |||||||||||||||||
Derivative financial instruments: | |||||||||||||||||
Commodity contracts | $ | — | $ | 9,337 | $ | — | $ | 9,337 | |||||||||
Liabilities: | |||||||||||||||||
Derivative financial instruments: | |||||||||||||||||
Commodity contracts | $ | — | $ | (215 | ) | $ | — | $ | (215 | ) | |||||||
September 30, 2013: | |||||||||||||||||
Assets: | |||||||||||||||||
Derivative financial instruments: | |||||||||||||||||
Commodity contracts | $ | — | $ | 18,252 | $ | — | $ | 18,252 | |||||||||
Liabilities: | |||||||||||||||||
Derivative financial instruments: | |||||||||||||||||
Commodity contracts | $ | — | $ | (135 | ) | $ | — | $ | (135 | ) | |||||||
March 31, 2013: | |||||||||||||||||
Assets: | |||||||||||||||||
Derivative financial instruments: | |||||||||||||||||
Commodity contracts | $ | — | $ | 4,256 | $ | — | $ | 4,256 | |||||||||
Liabilities: | |||||||||||||||||
Derivative financial instruments: | |||||||||||||||||
Commodity contracts | $ | — | $ | (6,970 | ) | $ | — | $ | (6,970 | ) | |||||||
The fair values of our non-exchange traded commodity derivative contracts included in Level 2 are based upon indicative price quotations available through brokers, industry price publications or recent market transactions and related market indicators. For commodity option contracts not traded on an exchange, we use a Black Scholes option pricing model that considers time value and volatility of the underlying commodity. | |||||||||||||||||
Other Financial Instruments | |||||||||||||||||
The carrying amounts of other financial instruments included in current assets and current liabilities (except for current maturities of long-term debt) approximate their fair values because of their short-term nature. At March 31, 2014, the carrying amount and estimated fair value of our long-term debt (including current maturities) were $2,296,039 and $2,482,558, respectively. At March 31, 2013, the carrying amount and estimated fair value of our long-term debt (including current maturities) were $2,320,381 and $2,504,903, respectively. We estimate the fair value of long-term debt by using current market prices and by discounting future cash flows using rates available for similar type debt (Level 2). | |||||||||||||||||
We have financial instruments such as short-term investments and trade accounts receivable which could expose us to concentrations of credit risk. We limit our credit risk from short-term investments by investing only in investment-grade commercial paper and U.S. Government securities. The credit risk from trade accounts receivable is limited because we have a large customer base which extends across many different U.S. markets. | |||||||||||||||||
Disclosures about Offsetting Derivative Assets and Liabilities | |||||||||||||||||
Derivative assets and liabilities are presented net by counterparty on our Condensed Consolidated Balance Sheets if the right of offset exists. Our derivative financial instruments principally comprise propane over-the-counter swap and option contracts. Over-the-counter contracts are bilateral contracts that are transacted directly with a third party. Certain over-the-counter contracts contain contractual rights of offset through master netting arrangements and contract default provisions. In addition, contracts may be subject to conditional rights of offset through counterparty nonperformance, insolvency, or other conditions. | |||||||||||||||||
In general, most of our over-the-counter transactions are subject to collateral requirements. Any cash collateral paid by us to our derivative counterparties is reflected in the table below to offset derivative liabilities. Any cash collateral received by us from our counterparties is reflected in the table below to offset derivative assets. Certain other accounts receivable and accounts payable balances recognized on our Condensed Consolidated Balance Sheets with our derivative counterparties are not included in the tables below but would reduce our net exposure to such counterparties because they are subject to master netting or similar arrangements. | |||||||||||||||||
Gross Amounts Recognized | Gross Amounts Offset in the Balance Sheet | Net Amounts Presented in the Balance Sheet | |||||||||||||||
March 31, 2014: | |||||||||||||||||
Derivative assets | $ | 9,895 | $ | (654 | ) | $ | 9,241 | ||||||||||
Derivative liabilities | $ | (773 | ) | $ | 654 | $ | (119 | ) | |||||||||
September 30, 2013: | |||||||||||||||||
Derivative assets | $ | 19,621 | $ | (1,369 | ) | $ | 18,252 | ||||||||||
Derivative liabilities | $ | (1,504 | ) | $ | 1,369 | $ | (135 | ) | |||||||||
March 31, 2013: | |||||||||||||||||
Derivative assets | $ | 6,795 | $ | (2,539 | ) | $ | 4,256 | ||||||||||
Derivative liabilities | $ | (9,509 | ) | $ | 2,539 | $ | (6,970 | ) | |||||||||
Disclosures_about_Derivative_I
Disclosures about Derivative Instruments and Hedging Activities | 6 Months Ended | ||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||||||||||||||||||
Disclosures About Derivative Instruments and Hedging Activities | ' | ||||||||||||||||||||
Disclosures about Derivative Instruments and Hedging Activities | |||||||||||||||||||||
The Partnership is exposed to certain market risks related to its ongoing business operations. Management uses derivative financial and commodity instruments, among other things, to manage these risks. The primary risk currently managed by derivative instruments is commodity price risk for propane. Although we use derivative financial and commodity instruments to reduce market risk associated with forecasted transactions, we do not use derivative financial and commodity instruments for speculative or trading purposes. The use of derivative instruments is controlled by our risk management and credit policies which govern, among other things, the derivative instruments the Partnership can use, counterparty credit limits and contract authorization limits. Because a substantial portion of our derivative instruments generally qualify as hedges under GAAP, we expect that changes in the fair value of derivative instruments used to manage commodity or interest rate market risk would be substantially offset by gains or losses on the associated anticipated transactions. | |||||||||||||||||||||
Commodity Price Risk | |||||||||||||||||||||
In order to manage market risk associated with the Partnership’s fixed-price programs, which permit customers to lock in the prices they pay for propane principally during the months of October through March, the Partnership uses over-the-counter derivative commodity instruments, principally price swap and option contracts. At March 31, 2014 and 2013, there were 110.0 million gallons and 121.3 million gallons, respectively, of propane hedged with over-the-counter price swap and option contracts. At March 31, 2014, the maximum period over which we are hedging propane market price risk is 18 months with a weighted average of 7 months. In addition, the Partnership from time to time enters into price swap and option agreements to reduce short-term commodity price volatility which are generally not designated as hedges for accounting purposes. | |||||||||||||||||||||
During the periods presented in the financial statements, we accounted for a significant portion of our commodity price risk contracts as cash flow hedges. Changes in the fair values of contracts qualifying for cash flow hedge accounting are recorded in AOCI and noncontrolling interest, to the extent effective in offsetting changes in the underlying commodity price risk, until earnings are affected by the hedged item. At March 31, 2014, the amount of net gains associated with commodity price risk hedges expected to be reclassified into earnings during the next twelve months based upon current fair values is $11,448. | |||||||||||||||||||||
Derivative Financial Instruments Credit Risk | |||||||||||||||||||||
The Partnership is exposed to credit loss in the event of nonperformance by counterparties to derivative financial and commodity instruments. Our counterparties principally consist of major energy companies and major U.S. financial institutions. We maintain credit policies with regard to our counterparties that we believe reduce overall credit risk. These policies include evaluating and monitoring our counterparties’ financial condition, including their credit ratings, and entering into agreements with counterparties that govern credit limits. Certain of these agreements call for the posting of collateral by the counterparty or by the Partnership in the forms of letters of credit, parental guarantees or cash. We have concentrations of credit risk associated with derivative financial instruments held by certain derivative financial instrument counterparties. Although we have concentrations of credit risk, the maximum amount of loss due to credit risk that we would incur if these counterparties comprising the concentration failed to perform according to the terms of their contracts was not material at March 31, 2014, based upon the fair values of such derivative instruments. Certain of our derivative contracts have credit-risk-related contingent features that may require the posting of additional collateral in the event of a downgrade in the Partnership’s debt rating. At March 31, 2014, if the credit-risk-related contingent features were triggered, the amount of collateral required to be posted would not be material. | |||||||||||||||||||||
The following table provides information regarding the fair values and balance sheet locations of our derivative assets and liabilities existing as of March 31, 2014 and 2013: | |||||||||||||||||||||
Derivative Assets | Derivative (Liabilities) | ||||||||||||||||||||
Balance Sheet | Fair Value | Balance Sheet | Fair Value | ||||||||||||||||||
Location | Location | ||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||||
Derivatives Designated as Hedging Instruments: | |||||||||||||||||||||
Propane contracts | Derivative financial instruments and other assets | $ | 9,337 | $ | 4,256 | Derivative financial instruments and other noncurrent liabilities | $ | (215 | ) | $ | (6,970 | ) | |||||||||
Derivatives Not Designated as Hedging Instruments: | |||||||||||||||||||||
Propane contracts | Derivative financial instruments | — | — | Derivative financial instruments | — | — | |||||||||||||||
Total Derivatives | $ | 9,337 | $ | 4,256 | $ | (215 | ) | $ | (6,970 | ) | |||||||||||
The following table provides information on the effects of derivative instruments on the Condensed Consolidated Statements of Operations and changes in AOCI and noncontrolling interest for the three and six months ended March 31, 2014 and 2013: | |||||||||||||||||||||
Three Months Ended March 31, | |||||||||||||||||||||
Gain (Loss) Recognized in | Gain (Loss) Reclassified from | Location of Gain (Loss) | |||||||||||||||||||
AOCI and Noncontrolling | AOCI and Noncontrolling | Reclassified from | |||||||||||||||||||
Interest | Interest into Income | AOCI and Noncontrolling | |||||||||||||||||||
2014 | 2013 | 2014 | 2013 | Interest into Income | |||||||||||||||||
Cash Flow Hedges: | |||||||||||||||||||||
Propane contracts | $ | 11,105 | $ | (2,221 | ) | $ | 35,154 | $ | (25,526 | ) | Cost of sales - propane | ||||||||||
Gain (Loss) | Location of Gain (Loss) | ||||||||||||||||||||
Recognized in Income | Recognized in Income | ||||||||||||||||||||
Derivatives Not Designated as Hedging Instruments: | 2014 | 2013 | |||||||||||||||||||
Propane contracts | $ | — | $ | — | Cost of sales - propane | ||||||||||||||||
Six Months Ended March 31, | |||||||||||||||||||||
Gain (Loss) Recognized in | Gain (Loss) Reclassified from | Location of Gain (Loss) | |||||||||||||||||||
AOCI and Noncontrolling | AOCI and Noncontrolling | Reclassified from | |||||||||||||||||||
Interest | Interest into Income | AOCI and Noncontrolling | |||||||||||||||||||
2014 | 2013 | 2014 | 2013 | Interest into Income | |||||||||||||||||
Cash Flow Hedges: | |||||||||||||||||||||
Propane contracts | $ | 45,347 | $ | (4,914 | ) | $ | 48,427 | $ | (42,750 | ) | Cost of sales - propane | ||||||||||
Gain (Loss) | Location of Gain (Loss) | ||||||||||||||||||||
Recognized in Income | Recognized in Income | ||||||||||||||||||||
Derivatives Not Designated as Hedging Instruments: | 2014 | 2013 | |||||||||||||||||||
Propane contracts | $ | 6,930 | $ | — | Cost of sales - propane | ||||||||||||||||
The amounts of derivative gains or losses representing ineffectiveness were not material for the three and six months ended March 31, 2014 and 2013. | |||||||||||||||||||||
We are also a party to a number of contracts that have elements of a derivative instrument. These contracts include, among others, binding purchase orders and contracts which provide for the purchase and delivery of propane and service contracts that require the counterparty to provide commodity storage or transportation service to meet our normal sales commitments. Although many of these contracts have the requisite elements of a derivative instrument, these contracts qualify for normal purchase and normal sales exception accounting under GAAP because they provide for the delivery of products or services in quantities that are expected to be used in the normal course of operating our business and the price in the contract is based on an underlying that is directly associated with the price of the product or service being purchased or sold. |
Error_in_Accounting_for_Certai
Error in Accounting for Certain Customer Credits | 6 Months Ended |
Mar. 31, 2014 | |
Accounting Changes and Error Corrections [Abstract] | ' |
Accounting Changes and Error Corrections | ' |
Error in Accounting for Certain Customer Credits | |
During the three months ended March 31, 2013, the Partnership identified an error in its accounting for certain customer credits. The Partnership determined that the recording of propane revenues did not appropriately consider the effects of certain customer credits which were recorded when issued in a subsequent period. As a result, the Partnership changed its accounting for customer credits to record an estimate of such credits at the time propane revenues are recorded. Such estimate considers the Partnership’s history of providing credits, propane revenue activity and other factors. During the three months ended March 31, 2013, the Partnership evaluated the impact of the error on prior periods and determined that the effect was not material to the financial statements for the three or six months ended March 31, 2013, or any prior period financial statement and recorded the cumulative effect of the error in accounting for customer credits as of January 1, 2013, which decreased accounts receivable and propane revenues by $7,038 and decreased net income attributable to AmeriGas Partners, L.P. for the three and six months ended March 31, 2013, by $6,967. |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 6 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Allocation of Net Income Attributable to AmeriGas Partners | ' | ||||||||||||||||
Allocation of Net Income Attributable to AmeriGas Partners. Net income attributable to AmeriGas Partners, L.P. for partners’ capital and statement of operations presentation purposes is allocated to the General Partner and the limited partners in accordance with their respective ownership percentages after giving effect to amounts distributed to the General Partner in excess of its 1% general partner interest in AmeriGas Partners based on its incentive distribution rights (“IDRs”) under the Fourth Amended and Restated Agreement of Limited Partnership of AmeriGas Partners, as amended (“Partnership Agreement”). | |||||||||||||||||
Net Income Per Unit | ' | ||||||||||||||||
Net Income Per Unit. Income per limited partner unit is computed in accordance with GAAP regarding the application of the two-class method for determining income per unit for master limited partnerships (“MLPs”) when IDRs are present. The two-class method requires that income per limited partner unit be calculated as if all earnings for the period were distributed and requires a separate calculation for each quarter and year-to-date period. In periods when our net income attributable to AmeriGas Partners exceeds our Available Cash, as defined in the Partnership Agreement, and is above certain levels, the calculation according to the two-class method results in an increased allocation of undistributed earnings to the General Partner. Generally, in periods when our Available Cash in respect of the quarter or year-to-date periods exceeds our net income (loss) attributable to AmeriGas Partners, the calculation according to the two-class method results in an allocation of earnings to the General Partner greater than its relative ownership interest in the Partnership (or in the case of a net loss attributable to AmeriGas Partners, an allocation of such net loss to the Common Unitholders greater than their relative ownership interest in the Partnership). | |||||||||||||||||
The following table sets forth reconciliations of the numerators and denominators of the basic and diluted income per limited partner unit computations: | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
March 31, | March 31, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Net income attributable to AmeriGas Partners, L.P. | $ | 240,103 | $ | 213,208 | $ | 375,001 | $ | 309,873 | |||||||||
Adjust for theoretical distributions of net income attributable to AmeriGas Partners, L.P. to the general partner in accordance with the two-class method for MLPs | (81,389 | ) | (68,099 | ) | (110,727 | ) | (78,523 | ) | |||||||||
Common Unitholders’ interest in net income attributable to AmeriGas Partners, L.P. under the two-class method for MLPs | $ | 158,714 | $ | 145,109 | $ | 264,274 | $ | 231,350 | |||||||||
Weighted average Common Units outstanding—basic (thousands) | 92,883 | 92,830 | 92,867 | 92,827 | |||||||||||||
Potentially dilutive Common Units (thousands) | 51 | 65 | 73 | 74 | |||||||||||||
Weighted average Common Units outstanding—diluted (thousands) | 92,934 | 92,895 | 92,940 | 92,901 | |||||||||||||
Theoretical distributions of net income attributable to AmeriGas Partners, L.P. in accordance with the two-class method for the three months ended March 31, 2014 and 2013, resulted in an increased allocation of net income attributable to AmeriGas Partners, L.P. to the General Partner in the computation of income per limited partner unit which had the effect of decreasing earnings per limited partner unit by $0.79 and $0.66, respectively. Theoretical distributions of net income attributable to AmeriGas Partners, L.P. in accordance with the two-class method for the six months ended March 31, 2014 and 2013, resulted in an increased allocation of net income attributable to AmeriGas Partners, L.P. to the General Partner in the computation of income per limited partner unit which had the effect of decreasing earnings per limited partner unit by $1.04 and $0.72, respectively. | |||||||||||||||||
Potentially dilutive Common Units included in the diluted limited partner units outstanding computation reflect the effects of restricted Common Unit awards granted under the General Partner’s incentive compensation plans. | |||||||||||||||||
Use of Estimates | ' | ||||||||||||||||
Use of Estimates. The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and costs. These estimates are based on management’s knowledge of current events, historical experience and various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may be different from these estimates and assumptions. |
Significant_Accounting_Policie2
Significant Accounting Policies (Tables) | 6 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Income per limited partner unit | ' | ||||||||||||||||
The following table sets forth reconciliations of the numerators and denominators of the basic and diluted income per limited partner unit computations: | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
March 31, | March 31, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Net income attributable to AmeriGas Partners, L.P. | $ | 240,103 | $ | 213,208 | $ | 375,001 | $ | 309,873 | |||||||||
Adjust for theoretical distributions of net income attributable to AmeriGas Partners, L.P. to the general partner in accordance with the two-class method for MLPs | (81,389 | ) | (68,099 | ) | (110,727 | ) | (78,523 | ) | |||||||||
Common Unitholders’ interest in net income attributable to AmeriGas Partners, L.P. under the two-class method for MLPs | $ | 158,714 | $ | 145,109 | $ | 264,274 | $ | 231,350 | |||||||||
Weighted average Common Units outstanding—basic (thousands) | 92,883 | 92,830 | 92,867 | 92,827 | |||||||||||||
Potentially dilutive Common Units (thousands) | 51 | 65 | 73 | 74 | |||||||||||||
Weighted average Common Units outstanding—diluted (thousands) | 92,934 | 92,895 | 92,940 | 92,901 | |||||||||||||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 6 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||
Components of Intangible Assets | ' | ||||||||||||
The Partnership’s goodwill and intangible assets comprise the following: | |||||||||||||
March 31, | September 30, | March 31, | |||||||||||
2014 | 2013 | 2013 | |||||||||||
Goodwill (not subject to amortization) | $ | 1,934,585 | $ | 1,933,929 | $ | 1,914,827 | |||||||
Intangible assets: | |||||||||||||
Customer relationships and noncompete agreements | $ | 513,716 | $ | 512,665 | $ | 505,365 | |||||||
Trademarks and tradenames (not subject to amortization) | 82,944 | 82,944 | 91,100 | ||||||||||
Gross carrying amount | 596,660 | 595,609 | 596,465 | ||||||||||
Accumulated amortization | (118,521 | ) | (99,281 | ) | (80,145 | ) | |||||||
Intangible assets, net | $ | 478,139 | $ | 496,328 | $ | 516,320 | |||||||
Fair_Value_Measurement_Tables
Fair Value Measurement (Tables) | 6 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Financial assets and financial liabilities at fair value on a recurring basis | ' | ||||||||||||||||
The following table presents our financial assets and financial liabilities that are measured at fair value on a recurring basis for each of the fair value hierarchy levels, including both current and noncurrent portions, as of March 31, 2014, September 30, 2013 and March 31, 2013: | |||||||||||||||||
Asset (Liability) | |||||||||||||||||
Quoted Prices | Significant | Unobservable | Total | ||||||||||||||
in Active | Other | Inputs | |||||||||||||||
Markets for | Observable | (Level 3) | |||||||||||||||
Identical | Inputs | ||||||||||||||||
Assets and | (Level 2) | ||||||||||||||||
Liabilities | |||||||||||||||||
(Level 1) | |||||||||||||||||
March 31, 2014: | |||||||||||||||||
Assets: | |||||||||||||||||
Derivative financial instruments: | |||||||||||||||||
Commodity contracts | $ | — | $ | 9,337 | $ | — | $ | 9,337 | |||||||||
Liabilities: | |||||||||||||||||
Derivative financial instruments: | |||||||||||||||||
Commodity contracts | $ | — | $ | (215 | ) | $ | — | $ | (215 | ) | |||||||
September 30, 2013: | |||||||||||||||||
Assets: | |||||||||||||||||
Derivative financial instruments: | |||||||||||||||||
Commodity contracts | $ | — | $ | 18,252 | $ | — | $ | 18,252 | |||||||||
Liabilities: | |||||||||||||||||
Derivative financial instruments: | |||||||||||||||||
Commodity contracts | $ | — | $ | (135 | ) | $ | — | $ | (135 | ) | |||||||
March 31, 2013: | |||||||||||||||||
Assets: | |||||||||||||||||
Derivative financial instruments: | |||||||||||||||||
Commodity contracts | $ | — | $ | 4,256 | $ | — | $ | 4,256 | |||||||||
Liabilities: | |||||||||||||||||
Derivative financial instruments: | |||||||||||||||||
Commodity contracts | $ | — | $ | (6,970 | ) | $ | — | $ | (6,970 | ) | |||||||
Fair Value, by Balance Sheet Grouping | ' | ||||||||||||||||
In general, most of our over-the-counter transactions are subject to collateral requirements. Any cash collateral paid by us to our derivative counterparties is reflected in the table below to offset derivative liabilities. Any cash collateral received by us from our counterparties is reflected in the table below to offset derivative assets. Certain other accounts receivable and accounts payable balances recognized on our Condensed Consolidated Balance Sheets with our derivative counterparties are not included in the tables below but would reduce our net exposure to such counterparties because they are subject to master netting or similar arrangements. | |||||||||||||||||
Gross Amounts Recognized | Gross Amounts Offset in the Balance Sheet | Net Amounts Presented in the Balance Sheet | |||||||||||||||
March 31, 2014: | |||||||||||||||||
Derivative assets | $ | 9,895 | $ | (654 | ) | $ | 9,241 | ||||||||||
Derivative liabilities | $ | (773 | ) | $ | 654 | $ | (119 | ) | |||||||||
September 30, 2013: | |||||||||||||||||
Derivative assets | $ | 19,621 | $ | (1,369 | ) | $ | 18,252 | ||||||||||
Derivative liabilities | $ | (1,504 | ) | $ | 1,369 | $ | (135 | ) | |||||||||
March 31, 2013: | |||||||||||||||||
Derivative assets | $ | 6,795 | $ | (2,539 | ) | $ | 4,256 | ||||||||||
Derivative liabilities | $ | (9,509 | ) | $ | 2,539 | $ | (6,970 | ) | |||||||||
Recovered_Sheet1
Disclosures About Derivative Instruments and Hedging Activities (Tables) | 6 Months Ended | ||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||||||||||||||||||
Components of Fair Value of Derivative Assets and Liabilities | ' | ||||||||||||||||||||
The following table provides information regarding the fair values and balance sheet locations of our derivative assets and liabilities existing as of March 31, 2014 and 2013: | |||||||||||||||||||||
Derivative Assets | Derivative (Liabilities) | ||||||||||||||||||||
Balance Sheet | Fair Value | Balance Sheet | Fair Value | ||||||||||||||||||
Location | Location | ||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||||
Derivatives Designated as Hedging Instruments: | |||||||||||||||||||||
Propane contracts | Derivative financial instruments and other assets | $ | 9,337 | $ | 4,256 | Derivative financial instruments and other noncurrent liabilities | $ | (215 | ) | $ | (6,970 | ) | |||||||||
Derivatives Not Designated as Hedging Instruments: | |||||||||||||||||||||
Propane contracts | Derivative financial instruments | — | — | Derivative financial instruments | — | — | |||||||||||||||
Total Derivatives | $ | 9,337 | $ | 4,256 | $ | (215 | ) | $ | (6,970 | ) | |||||||||||
Components of Derivative Instruments Gain Loss In Statement of Operations | ' | ||||||||||||||||||||
The following table provides information on the effects of derivative instruments on the Condensed Consolidated Statements of Operations and changes in AOCI and noncontrolling interest for the three and six months ended March 31, 2014 and 2013: | |||||||||||||||||||||
Three Months Ended March 31, | |||||||||||||||||||||
Gain (Loss) Recognized in | Gain (Loss) Reclassified from | Location of Gain (Loss) | |||||||||||||||||||
AOCI and Noncontrolling | AOCI and Noncontrolling | Reclassified from | |||||||||||||||||||
Interest | Interest into Income | AOCI and Noncontrolling | |||||||||||||||||||
2014 | 2013 | 2014 | 2013 | Interest into Income | |||||||||||||||||
Cash Flow Hedges: | |||||||||||||||||||||
Propane contracts | $ | 11,105 | $ | (2,221 | ) | $ | 35,154 | $ | (25,526 | ) | Cost of sales - propane | ||||||||||
Gain (Loss) | Location of Gain (Loss) | ||||||||||||||||||||
Recognized in Income | Recognized in Income | ||||||||||||||||||||
Derivatives Not Designated as Hedging Instruments: | 2014 | 2013 | |||||||||||||||||||
Propane contracts | $ | — | $ | — | Cost of sales - propane | ||||||||||||||||
Six Months Ended March 31, | |||||||||||||||||||||
Gain (Loss) Recognized in | Gain (Loss) Reclassified from | Location of Gain (Loss) | |||||||||||||||||||
AOCI and Noncontrolling | AOCI and Noncontrolling | Reclassified from | |||||||||||||||||||
Interest | Interest into Income | AOCI and Noncontrolling | |||||||||||||||||||
2014 | 2013 | 2014 | 2013 | Interest into Income | |||||||||||||||||
Cash Flow Hedges: | |||||||||||||||||||||
Propane contracts | $ | 45,347 | $ | (4,914 | ) | $ | 48,427 | $ | (42,750 | ) | Cost of sales - propane | ||||||||||
Gain (Loss) | Location of Gain (Loss) | ||||||||||||||||||||
Recognized in Income | Recognized in Income | ||||||||||||||||||||
Derivatives Not Designated as Hedging Instruments: | 2014 | 2013 | |||||||||||||||||||
Propane contracts | $ | 6,930 | $ | — | Cost of sales - propane | ||||||||||||||||
Nature_of_Operations_Narrative
Nature of Operations - Narrative (Details) | 3 Months Ended | 6 Months Ended |
Mar. 31, 2014 | Mar. 31, 2014 | |
Employee | States | |
Employee | ||
General Partners Interest | ' | ' |
Number of states in which the company has market share (in states) | ' | 50 |
Common units held by the general partner and its wholly owned subsidiary Petrolane Incorporated | 23,756,882 | 23,756,882 |
Common Units held by public | 69,109,914 | 69,109,914 |
Common Units held by ETP | 12,867,362 | 12,867,362 |
Limited partner interest held by AmeriGas Partners in AmeriGas OLP (as a percent) | ' | 98.99% |
Units Issued in Secondary Offering | 9,200,000 | ' |
Employees of the AmeriGas Partners and the Operating Partnerships (in employees) | 0 | 0 |
AmeriGas Propane Inc Partnership Interest In AmeriGas Partners | ' | ' |
General Partners Interest | ' | ' |
General Partners Ownership Interest (as a percent) | 1.00% | 1.00% |
AmeriGas Propane Inc Partnership Interest In AmeriGas OLP | ' | ' |
General Partners Interest | ' | ' |
General Partners Ownership Interest (as a percent) | 1.01% | 1.01% |
Significant_Accounting_Policie3
Significant Accounting Policies - Narrative (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | |
General Partner Interest | ' | ' | ' | ' |
Theoretical distributions of net income on earnings (in dollars per unit) | $0.79 | $0.66 | $1.04 | $0.72 |
AmeriGas Propane Inc Partnership Interest in AmeriGas OLP | ' | ' | ' | ' |
General Partner Interest | ' | ' | ' | ' |
General Partners Ownership Interest (as a percent) | 1.01% | ' | 1.01% | ' |
AmeriGas Propane Inc Partnership Interest In AmeriGas Partners | ' | ' | ' | ' |
General Partner Interest | ' | ' | ' | ' |
General Partners Ownership Interest (as a percent) | 1.00% | ' | 1.00% | ' |
General Partner Interest Percentage | 1.00% | ' | 1.00% | ' |
AmeriGas Finance Corp., AP Eagle Finance Corp. and AmeriGas Finance LLC | ' | ' | ' | ' |
General Partner Interest | ' | ' | ' | ' |
Ownership Percentage of Finance Subsidiaries | 100.00% | ' | 100.00% | ' |
Amerigas Partners Senior Notes Due 2020 | ' | ' | ' | ' |
General Partner Interest | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | 6.75% | ' | 6.75% | ' |
Amerigas Partners Senior Notes Due 2022 | ' | ' | ' | ' |
General Partner Interest | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | ' | 7.00% | ' |
Significant_Accounting_Policie4
Significant Accounting Policies - Schedule of Income Per Limited Partner Unit (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 |
Accounting Policies [Abstract] | ' | ' | ' | ' |
Net income attributable to AmeriGas Partners, L.P. | $240,103 | $213,208 | $375,001 | $309,873 |
Adjust for theoretical distributions of net income attributable to AmeriGas Partners, L.P. to the general partner in accordance with the two-class method for MLPs | -81,389 | -68,099 | -110,727 | -78,523 |
Common Unitholders’ interest in net income attributable to AmeriGas Partners, L.P. under the two-class method for MLPs | -7,794 | -6,384 | -14,534 | -11,603 |
Common Unitholders’ interest in net income attributable to AmeriGas Partners, L.P. under the two-class method for MLPs | $158,714 | $145,109 | $264,274 | $231,350 |
Weighted average Common Units outstanding—basic (thousands) (in shares) | 92,883 | 92,830 | 92,867 | 92,827 |
Potentially dilutive Common Units (thousands) (in shares) | 51 | 65 | 73 | 74 |
Weighted average Common Units outstanding—diluted (thousands) (in shares) | 92,934 | 92,895 | 92,940 | 92,901 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets - Narrative (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | |
Finite-Lived Intangible Assets | ' | ' | ' | ' |
Finite-Lived Intangible Asset, Useful Life | '15 years | ' | ' | ' |
Amortization of Intangible Assets | $9,610,000 | $9,832,000 | $19,240,000 | $19,676,000 |
Remainder of Fiscal 2014 | 19,240,000 | ' | 19,240,000 | ' |
2015 | 37,309,000 | ' | 37,309,000 | ' |
2016 | 36,018,000 | ' | 36,018,000 | ' |
2017 | 33,853,000 | ' | 33,853,000 | ' |
2018 | 32,493,000 | ' | 32,493,000 | ' |
Cost of Sales | ' | ' | ' | ' |
Finite-Lived Intangible Assets | ' | ' | ' | ' |
Amortization of Intangible Assets | $0 | ' | ' | ' |
Recovered_Sheet2
Goodwill And Intangible Assets - Schedule of Components of Intangible Assets (Details) (USD $) | Mar. 31, 2014 | Sep. 30, 2013 | Mar. 31, 2013 |
In Thousands, unless otherwise specified | |||
Finite-Lived Intangible Assets And Indefinite-Lived Intangible Assets | ' | ' | ' |
Goodwill (not subject to amortization) | $1,934,585 | $1,933,929 | $1,914,827 |
Customer relationships and noncompete agreements | 513,716 | 512,665 | 505,365 |
Trademarks and tradenames (not subject to amortization) | 82,944 | 82,944 | 91,100 |
Gross carrying amount | 596,660 | 595,609 | 596,465 |
Accumulated amortization | -118,521 | -99,281 | -80,145 |
Intangible assets, net | $478,139 | $496,328 | $516,320 |
Related_Party_Transactions_Nar
Related Party Transactions - Narrative (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 |
General Partner Expense | ' | ' | ' | ' |
Related Party Transaction | ' | ' | ' | ' |
Costs and Expenses, Related Party | $155,414 | $150,705 | $299,950 | $290,502 |
UGI Corp Expense Reimbursement | ' | ' | ' | ' |
Related Party Transaction | ' | ' | ' | ' |
Costs and Expenses, Related Party | 7,463 | 6,864 | 10,957 | 10,756 |
UGI Corp Office Insurance Reimbursement | ' | ' | ' | ' |
Related Party Transaction | ' | ' | ' | ' |
Costs and Expenses, Related Party | $1,084 | $1,062 | $2,215 | $2,626 |
Commitments_and_Contingencies_
Commitments and Contingencies - Narrative (Details) (FTC Investigation) | 6 Months Ended |
Mar. 31, 2014 | |
lb | |
FTC Investigation | ' |
Loss Contingencies | ' |
Amount of propane in cylinders before reduction (in pounds) | 17 |
Amount of propane in cylinders after reduction (in pounds) | 15 |
Fair_Value_Measurement_Financi
Fair Value Measurement - Financial Assets and Financial Liabilities at Fair Value On a Recurring Basis (Details) (USD $) | Mar. 31, 2014 | Sep. 30, 2013 | Mar. 31, 2013 |
In Thousands, unless otherwise specified | |||
Assets: | ' | ' | ' |
Derivative Assets | $9,337 | ' | $4,256 |
Liabilities: | ' | ' | ' |
Derivative Liabilities | -215 | ' | -6,970 |
Commodity Contract | Fair Value, Measurements, Recurring | ' | ' | ' |
Assets: | ' | ' | ' |
Derivative Assets | 9,337 | 18,252 | 4,256 |
Liabilities: | ' | ' | ' |
Derivative Liabilities | -215 | -135 | -6,970 |
Commodity Contract | Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) | Fair Value, Measurements, Recurring | ' | ' | ' |
Assets: | ' | ' | ' |
Derivative Assets | 0 | 0 | 0 |
Liabilities: | ' | ' | ' |
Derivative Liabilities | 0 | 0 | 0 |
Commodity Contract | Significant Other Observable Inputs (Level 2) | Fair Value, Measurements, Recurring | ' | ' | ' |
Assets: | ' | ' | ' |
Derivative Assets | 9,337 | 18,252 | 4,256 |
Liabilities: | ' | ' | ' |
Derivative Liabilities | -215 | -135 | -6,970 |
Commodity Contract | Unobservable Inputs (Level 3) | Fair Value, Measurements, Recurring | ' | ' | ' |
Assets: | ' | ' | ' |
Derivative Assets | 0 | 0 | 0 |
Liabilities: | ' | ' | ' |
Derivative Liabilities | $0 | $0 | $0 |
Fair_Value_Measurement_Fair_Va
Fair Value Measurement - Fair Value by Balance Sheet Grouping (Details) (USD $) | Mar. 31, 2014 | Sep. 30, 2013 | Mar. 31, 2013 |
In Thousands, unless otherwise specified | |||
Fair Value Disclosures [Abstract] | ' | ' | ' |
Derivative assets, gross amounts recognized | $9,895 | $19,621 | $6,795 |
Derivative assets, gross amounts offset in balance sheet | -654 | -1,369 | -2,539 |
Derivative assets, net amounts presented in the Balance Sheet | 9,241 | 18,252 | 4,256 |
Derivative liabilities, gross amounts recognized | -773 | -1,504 | -9,509 |
Derivative liabilities, gross amounts offset in balance sheet | 654 | 1,369 | 2,539 |
Derivative liabilities, net amounts presented in the Balance Sheet | -119 | -135 | -6,970 |
Fair Value Measurement [Abstract] | ' | ' | ' |
Carrying amount of long-term debt | 2,296,039 | ' | 2,320,381 |
Fair value of long-term debt | $2,482,558 | ' | $2,504,903 |
Disclosures_About_Derivative_I1
Disclosures About Derivative Instruments and Hedging Activities - Narrative (Details) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
gal | gal | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ' |
Derivative, Nonmonetary Notional Amount | 110,000,000 | 121,300,000 |
Maximum Length of Time Hedged in Price Risk Cash Flow Hedge (in months) | '18 months | ' |
Weighted Average Length of Time Hedge in Price Risk Cash Flow Hedge (in months) | '7 months | ' |
Net losses associated with commodity price risk hedges expected to be reclassified into earnings during the next twelve months | $11,448 | ' |
Disclosures_About_Derivative_I2
Disclosures About Derivative Instruments and Hedging Activities - Components of Fair Value of Derivative Assets and Liabilities (Details) (USD $) | Mar. 31, 2014 | Sep. 30, 2013 | Mar. 31, 2013 |
In Thousands, unless otherwise specified | |||
Derivative Assets, Fair Value | ' | ' | ' |
Derivative Assets | $9,895 | $19,621 | $6,795 |
Derivative Liabilities, Fair Value | ' | ' | ' |
Derivative Liabilities | -654 | -1,369 | -2,539 |
Derivative Asset | 9,337 | ' | 4,256 |
Derivative Liability | 215 | ' | 6,970 |
Designated as Hedging Instrument | Propane contracts | Derivative Financial Instruments and Other Assets | ' | ' | ' |
Derivative Assets, Fair Value | ' | ' | ' |
Derivative Assets | 9,337 | ' | 4,256 |
Designated as Hedging Instrument | Propane contracts | Derivative Financial Instruments and Other Non Current Liabilities | ' | ' | ' |
Derivative Liabilities, Fair Value | ' | ' | ' |
Derivative Liabilities | -215 | ' | -6,970 |
Not Designated as Hedging Instrument | Propane contracts | Derivative financial instruments | ' | ' | ' |
Derivative Assets, Fair Value | ' | ' | ' |
Derivative Assets | 0 | ' | 0 |
Derivative Liabilities, Fair Value | ' | ' | ' |
Derivative Liabilities | $0 | ' | $0 |
Disclosures_About_Derivative_I3
Disclosures About Derivative Instruments and Hedging Activities - Components of Derivative Instruments Gain Loss in Statement of Operations (Details) (Propane contracts, Cost of sales - propane, USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 |
Designated as Hedging Instrument | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) | ' | ' | ' | ' |
Gain (Loss) Recognized in AOCI and Noncontrolling Interest | $11,105 | ($2,221) | $45,347 | ($4,914) |
Gain (Loss) Reclassified from AOCI and Noncontrolling Interest into Income | 35,154 | -25,526 | 48,427 | -42,750 |
Not Designated as Hedging Instrument | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) Recognized in Income, Net | $0 | $0 | $6,930 | $0 |
Error_in_Accounting_for_Certai1
Error in Accounting for Certain Customer Credits - Narrative (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | ($242,950,000) | ($215,781,000) | ($379,622,000) | ($313,824,000) |
Restatement Adjustment | ' | ' | ' | ' |
Accounts Receivable and Propane Revenues | ' | 7,038 | ' | 7,038,000 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | ' | $6,967 | ' | $6,967,000 |