Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Jun. 30, 2015 | Jul. 31, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | AMERIGAS PARTNERS LP | |
Entity Central Index Key | 932,628 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --09-30 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 92,889,980 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2014 |
Current assets: | |||
Cash and cash equivalents | $ 16,222 | $ 13,480 | $ 14,655 |
Accounts receivable (less allowances for doubtful accounts of $16,007, $17,681 and $22,880, respectively) | 223,228 | 278,995 | 311,873 |
Accounts receivable - related parties | 3,187 | 1,925 | 1,821 |
Inventories | 93,301 | 181,946 | 148,881 |
Derivative instruments | 0 | 272 | 4,181 |
Prepaid expenses and other current assets | 49,981 | 29,290 | 18,228 |
Total current assets | 385,919 | 505,908 | 499,639 |
Property, plant and equipment (less accumulated depreciation and amortization of $1,333,992, $1,239,767 and $1,280,164, respectively) | 1,341,325 | 1,386,910 | 1,389,832 |
Goodwill | 1,954,791 | 1,945,748 | 1,934,581 |
Intangible assets, net | 441,349 | 464,338 | 468,543 |
Derivative instruments | 0 | 0 | 681 |
Other assets | 62,364 | 61,154 | 58,916 |
Total assets | 4,185,748 | 4,364,058 | 4,352,192 |
Current liabilities: | |||
Current maturities of long-term debt | 10,353 | 11,589 | 9,700 |
Short-term borrowings | 43,600 | 109,000 | 92,500 |
Accounts payable - trade | 100,634 | 154,053 | 138,086 |
Accounts payable - related parties | 39 | 1,081 | 537 |
Customer deposits and advances | 61,412 | 129,840 | 57,426 |
Derivative instruments | 47,514 | 6,653 | 238 |
Other current liabilities | 178,627 | 205,298 | 169,447 |
Total current liabilities | 442,179 | 617,514 | 467,934 |
Long-term debt | 2,279,237 | 2,280,145 | 2,285,128 |
Derivative instruments | 8,660 | 26 | 0 |
Other noncurrent liabilities | 109,252 | 105,483 | 101,118 |
Total liabilities | $ 2,839,328 | $ 3,003,168 | $ 2,854,180 |
Commitments and contingencies | |||
AmeriGas Partners, L.P. partners’ capital: | |||
Common unitholders (units issued - 92,889,543, 92,867,204 and 92,866,796, respectively) | $ 1,288,367 | $ 1,299,260 | $ 1,434,093 |
General partner | 20,369 | 20,460 | 16,751 |
Accumulated other comprehensive income | 301 | 2,794 | 7,604 |
Total AmeriGas Partners, L.P. partners’ capital | 1,309,037 | 1,322,514 | 1,458,448 |
Noncontrolling interest | 37,383 | 38,376 | 39,564 |
Total partners’ capital | 1,346,420 | 1,360,890 | 1,498,012 |
Total liabilities and partners’ capital | $ 4,185,748 | $ 4,364,058 | $ 4,352,192 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2014 |
Statement of Financial Position [Abstract] | |||
Allowances for doubtful accounts | $ 16,007 | $ 17,681 | $ 22,880 |
Deprecation and amortization on property, plant and equipment | $ 1,333,992 | $ 1,239,767 | $ 1,280,164 |
Common units, issued (in units) | 92,889,543 | 92,867,204 | 92,866,796 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenues: | ||||
Propane | $ 414,146 | $ 549,976 | $ 2,254,961 | $ 2,941,701 |
Other | 63,831 | 63,261 | 212,125 | 210,985 |
Total, Revenues | 477,977 | 613,237 | 2,467,086 | 3,152,686 |
Costs and expenses: | ||||
Cost of sales - propane (excluding depreciation shown below) | 172,803 | 320,839 | 1,163,089 | 1,750,500 |
Cost of sales - other (excluding depreciation shown below) | 23,745 | 22,822 | 64,607 | 61,336 |
Operating and administrative expenses | 223,306 | 225,141 | 727,303 | 744,007 |
Depreciation | 37,370 | 37,069 | 113,454 | 116,925 |
Amortization | 10,666 | 10,788 | 32,065 | 32,411 |
Other operating income, net | (5,548) | (7,848) | (23,088) | (21,534) |
Total, costs and expenses | 462,342 | 608,811 | 2,077,430 | 2,683,645 |
Operating income | 15,635 | 4,426 | 389,656 | 469,041 |
Interest expense | (40,274) | (41,328) | (122,404) | (124,964) |
(Loss) income before income taxes | (24,639) | (36,902) | 267,252 | 344,077 |
Income tax expense | (802) | (847) | (2,478) | (2,204) |
Net (loss) income | (25,441) | (37,749) | 264,774 | 341,873 |
Deduct net income attributable to noncontrolling interest | (137) | (12) | (3,868) | (4,633) |
Net (loss) income attributable to AmeriGas Partners, L.P. | (25,578) | (37,761) | 260,906 | 337,240 |
General partner’s interest in net (loss) income attributable to AmeriGas Partners, L.P. | 8,389 | 6,155 | 24,321 | 20,689 |
Limited partners’ interest in net (loss) income attributable to AmeriGas Partners, L.P. | $ (33,967) | $ (43,916) | $ 236,585 | $ 316,551 |
(Loss) income per limited partner unit - basic and diluted: | ||||
Basic (in usd per unit) | $ (0.37) | $ (0.47) | $ 2.53 | $ 3.04 |
Diluted (in usd per unit) | $ (0.37) | $ (0.47) | $ 2.53 | $ 3.04 |
Average limited partner units outstanding (thousands): | ||||
Basic (in units) | 92,918 | 92,888 | 92,908 | 92,873 |
Diluted (in units) | 92,918 | 92,888 | 92,972 | 92,941 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (25,441) | $ (37,749) | $ 264,774 | $ 341,873 |
Other comprehensive income (loss): | ||||
Net gains on derivative instruments | 0 | 884 | 0 | 46,231 |
Reclassifications of net gains on derivative instruments | (213) | (5,258) | (2,518) | (53,685) |
Other comprehensive loss | (213) | (4,374) | (2,518) | (7,454) |
Total comprehensive (loss) income | (25,654) | (42,123) | 262,256 | 334,419 |
(Deduct comprehensive income) add comprehensive loss attributable to noncontrolling interest | (135) | 32 | (3,843) | (4,561) |
Comprehensive (loss) income attributable to AmeriGas Partners, L.P. | $ (25,789) | $ (42,091) | $ 258,413 | $ 329,858 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 264,774 | $ 341,873 |
Adjustments to reconcile net income to net cash from operating activities | ||
Depreciation and amortization | 145,519 | 149,336 |
Provision for uncollectible accounts | 13,791 | 23,254 |
Unrealized losses on derivative instruments | 48,678 | 2,781 |
Other, net | (3,774) | 1,512 |
Net change in: | ||
Accounts receivable | 29,700 | (44,642) |
Inventories | 86,606 | 10,111 |
Accounts payable | (51,564) | (33,132) |
Other current assets | (5,827) | 6,274 |
Other current liabilities | (103,852) | (94,176) |
Net cash provided by operating activities | 424,051 | 363,191 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Expenditures for property, plant and equipment | (77,858) | (80,291) |
Proceeds from disposals of assets | 18,380 | 12,572 |
Acquisitions of businesses, net of cash acquired | (17,008) | (1,933) |
Net cash used by investing activities | (76,486) | (69,652) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Distributions | (273,372) | (257,597) |
Noncontrolling interest activity | (4,836) | (4,031) |
Decrease in short-term borrowings | (65,400) | (24,400) |
Repayments of long-term debt | (4,698) | (5,662) |
Proceeds associated with equity-based compensation plans, net of tax withheld | 3,449 | 146 |
Capital contributions from General Partner | 34 | 25 |
Net cash used by financing activities | (344,823) | (291,519) |
Cash and cash equivalents increase | 2,742 | 2,020 |
CASH AND CASH EQUIVALENTS: | ||
End of period | 16,222 | 14,655 |
Beginning of period | 13,480 | 12,635 |
Increase | $ 2,742 | $ 2,020 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Partner's Capital - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||
Beginning Balance (in usd) | $ 1,360,890 | $ 1,424,137 | ||
Net income | $ (25,441) | $ (37,749) | 264,774 | 341,873 |
Net gains on derivative instruments | 0 | 884 | 0 | 46,231 |
Reclassifications of net gains on derivative instruments | (213) | (5,258) | (2,518) | (53,685) |
Distributions | (277,564) | (261,628) | ||
Unit-based compensation expense | 1,999 | 2,002 | ||
Common Units issued in connection with employee and director plans, net of tax withheld | (517) | (918) | ||
Distribution related to common control transaction | (644) | |||
Ending Balance (in usd) | 1,346,420 | 1,498,012 | 1,346,420 | 1,498,012 |
Total AmeriGas Partners, L.P. Partners' Capital | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||
Beginning Balance (in usd) | 1,322,514 | 1,385,103 | ||
Net income | 260,906 | 337,240 | ||
Net gains on derivative instruments | 45,761 | |||
Reclassifications of net gains on derivative instruments | (2,493) | (53,143) | ||
Distributions | (273,372) | (257,597) | ||
Unit-based compensation expense | 1,999 | 2,002 | ||
Common Units issued in connection with employee and director plans, net of tax withheld | (517) | (918) | ||
Distribution related to common control transaction | 0 | |||
Ending Balance (in usd) | $ 1,309,037 | $ 1,458,448 | $ 1,309,037 | $ 1,458,448 |
Common Units | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||
Beginning Balance (in units) | 92,867,204 | 92,824,539 | ||
Beginning Balance (in usd) | $ 1,299,260 | $ 1,354,187 | ||
Net income | 236,585 | 316,551 | ||
Distributions | (248,926) | (237,704) | ||
Unit-based compensation expense | $ 1,999 | $ 2,002 | ||
Common Units issued in connection with employee and director plans, net of tax withheld (in shares) | 22,339 | 42,257 | ||
Common Units issued in connection with employee and director plans, net of tax withheld | $ (551) | $ (943) | ||
Ending Balance (in units) | 92,889,543 | 92,866,796 | 92,889,543 | 92,866,796 |
Ending Balance (in usd) | $ 1,288,367 | $ 1,434,093 | $ 1,288,367 | $ 1,434,093 |
General Partner | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||
Beginning Balance (in usd) | 20,460 | 15,930 | ||
Net income | 24,321 | 20,689 | ||
Distributions | (24,446) | (19,893) | ||
Common Units issued in connection with employee and director plans, net of tax withheld | 34 | 25 | ||
Ending Balance (in usd) | 20,369 | 16,751 | 20,369 | 16,751 |
Accumulated Other Comprehensive Income | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||
Beginning Balance (in usd) | 2,794 | 14,986 | ||
Net gains on derivative instruments | 45,761 | |||
Reclassifications of net gains on derivative instruments | (2,493) | (53,143) | ||
Ending Balance (in usd) | 301 | 7,604 | 301 | 7,604 |
Noncontrolling Interest | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||
Beginning Balance (in usd) | 38,376 | 39,034 | ||
Net income | 3,868 | 4,633 | ||
Net gains on derivative instruments | 470 | |||
Reclassifications of net gains on derivative instruments | (25) | (542) | ||
Distributions | (4,192) | (4,031) | ||
Distribution related to common control transaction | (644) | |||
Ending Balance (in usd) | $ 37,383 | $ 39,564 | $ 37,383 | $ 39,564 |
Nature of Operations
Nature of Operations | 9 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Note 1 — 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”), which is referred to herein as the “Operating Partnership.” AmeriGas Partners and AmeriGas OLP are Delaware limited partnerships. AmeriGas Partners, the Operating Partnership and all of their 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 June 30, 2015 , 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 comprise 69,132,661 publicly held Common Units. Common Units represent limited partner interests in AmeriGas Partners. AmeriGas Partners holds a 98.99% limited partner interest in AmeriGas OLP. AmeriGas Partners and the Operating Partnership have no employees. Employees of the General Partner conduct, direct and manage our operations. The General Partner is reimbursed monthly for all direct and indirect expenses it incurs on our behalf (see Note 8 ). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of 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 the 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 intercompany accounts and transactions when we consolidate. We account for the General Partner’s 1.01% interest in AmeriGas OLP as a 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 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, 2014 , 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, 2014 (“the Partnership’s 2014 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. Allocation of Net Income . 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, L.P., as amended (“Partnership Agreement”). Net Income (Loss) Per Unit. Income (loss) per limited partner unit is computed in accordance with GAAP regarding the application of the two-class method for determining income (loss) 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 Nine Months Ended 2015 2014 2015 2014 Net (loss) income attributable to AmeriGas Partners, L.P. $ (25,578 ) $ (37,761 ) $ 260,906 $ 337,240 Adjust for general partner share and theoretical distributions of net (loss) income attributable to AmeriGas Partners, L.P. to the general partner in accordance with the two-class method for MLPs (8,389 ) (6,155 ) (25,695 ) (54,601 ) Common Unitholders’ interest in net (loss) income attributable to AmeriGas Partners, L.P. under the two-class method for MLPs $ (33,967 ) $ (43,916 ) $ 235,211 $ 282,639 Weighted average Common Units outstanding—basic (thousands) 92,918 92,888 92,908 92,873 Potentially dilutive Common Units (thousands) — — 64 68 Weighted average Common Units outstanding—diluted (thousands) 92,918 92,888 92,972 92,941 Theoretical distributions of net income attributable to AmeriGas Partners, L.P. in accordance with the two-class method for the nine months ended June 30, 2015 and 2014 , 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 $0.01 and $0.37 . There was no dilutive effect based on the computation of income (loss) per limited partner unit in accordance with the two-class method for the three months ended June 30, 2015 and 2014. 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. Derivative Instruments. Effective October 1, 2014, the Partnership de-designated its remaining commodity derivative instruments accounted for as cash flow hedges. Previously, the Partnership had discontinued cash flow hedge accounting for all commodity derivative instruments entered into beginning April 1, 2014. Changes in the fair values of these commodity derivative instruments are reflected in cost of sales on the Condensed Consolidated Statements of Operations. For additional information on the accounting for our derivative instruments, see Note 2, “Summary of Significant Accounting Policies,” in the Partnership’s 2014 Annual Report. Reclassifications. Certain prior period amounts have been reclassified to conform to current period presentation. Correction of Error. We identified an error in the amount recorded for insurance indemnification receivables on the June 30, 2014 , Condensed Consolidated Balance Sheet related to the netting of insurance recoveries with the related liabilities to which right of set off does not exist. We evaluated the impact of the error and have determined that such error is not material. We have revised the June 30, 2014 , Consolidated Balance Sheet to correct the error which resulted in the following increases: prepaid expenses and other current assets, total current assets, other current liabilities, and total current liabilities increased by $6,914 ; other assets, and other noncurrent liabilities, increased by $15,346 ; and total assets, total liabilities, and total liabilities and partners’ capital, increased by $22,260 . 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 | 9 Months Ended |
Jun. 30, 2015 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Accounting Changes | Note 3 — Accounting Changes Accounting Standards Not Yet Adopted Measurement of Inventory. In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-11, "Simplifying the Measurement of Inventory." This ASU amends existing guidance to require inventory to be measured at the lower of cost or net realizable value. Entities will continue to apply their existing impairment models to inventories that are accounted for using “last-in, first-out” and the “retail inventory” methods. The amendments in this ASU are effective for annual periods beginning after December 15, 2016 (Fiscal 2018) including interim periods within those fiscal years. Early adoption is permitted. Entities will apply the new guidance prospectively after the date of adoption. The Partnership is in the process of assessing the impact on its financial statements, if any, from the adoption of the new guidance. Debt Issuance Costs. In April 2015, the FASB issued ASU No. 2015-03, "Simplifying the Presentation of Debt Issuance Costs." This ASU amends existing guidance to require the presentation of debt issuance costs in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of a deferred charge. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2015. Early adoption is permitted. Entities will apply the new guidance retrospectively to all periods presented. The Partnership expects to adopt the new guidance in the fourth quarter of Fiscal 2015. The adoption of the new guidance is not expected to have a material impact on the Partnership’s financial statements. Consolidation. In February 2015, the FASB issued ASU No. 2015-02, “Amendments to the Consolidation Analysis.” This ASU provides new guidance regarding whether a reporting entity should consolidate certain types of legal entities. Among other things, the new guidance modifies the evaluation of whether limited partnerships and similar entities are variable interest entities (“VIEs”) or voting interest entities, and also eliminates the presumption that a general partner should consolidate a limited partnership. The new guidance also affects the consolidation analysis of reporting entities that are involved with VIEs including those that have fee arrangements and related party relationships. The new guidance is effective for the Partnership beginning in Fiscal 2017. Early adoption is permitted. The Partnership is in the process of assessing the impact on our financial statements, if any, from the adoption of the new guidance. Revenue Recognition. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” This ASU supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) 605, “Revenue Recognition,” and most industry-specific guidance included in the ASC. The standard requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This standard is effective for the Partnership for interim and annual periods beginning October 1, 2017 (Fiscal 2018) and allows for either full retrospective adoption or modified retrospective adoption. On July 9, 2015, the FASB voted to delay the effective date by one year. We have not yet selected a transition method and are currently evaluating the impact of adopting this guidance on our consolidated financial statements. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 4 — Goodwill and Intangible Assets The Partnership’s goodwill and intangible assets comprise the following: June 30, September 30, June 30, Goodwill (not subject to amortization) $ 1,954,791 $ 1,945,748 $ 1,934,581 Intangible assets: Customer relationships and noncompete agreements $ 512,552 $ 519,103 $ 513,716 Accumulated amortization (154,147 ) (137,709 ) (128,117 ) Intangible assets, net (definite-lived) 358,405 381,394 385,599 Trademarks and tradenames (indefinite-lived) 82,944 82,944 82,944 Total intangible assets, net $ 441,349 $ 464,338 $ 468,543 Amortization expense of intangible assets was $9,473 and $9,596 for the three months ended June 30, 2015 and 2014 , respectively. Amortization expense of intangible assets was $28,487 and $28,836 for the nine months ended June 30, 2015 and 2014 , respectively. No amortization expense is included in cost of sales in the Condensed Consolidated Statements of Operations. The estimated aggregate amortization expense of intangible assets for the remainder of Fiscal 2015 and the next four fiscal years is as follows: remainder of Fiscal 2015 — $9,398 ; Fiscal 2016 — $36,866 ; Fiscal 2017 — $34,693 ; Fiscal 2018 — $33,242 ; Fiscal 2019 — $32,045 . |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5 — Commitments and Contingencies Contingencies Purported Class Action Lawsuit. Between May and October of 2014, more than 35 purported class action lawsuits were filed in multiple jurisdictions against the Partnership/UGI Corporation and a competitor by certain of their direct and indirect customers. The class action lawsuits allege, among other things, that the Partnership and its competitor colluded, beginning in 2008, to reduce the fill level of portable propane cylinders from 17 pounds to 15 pounds and combined to persuade its common customer, Walmart Stores, Inc., to accept that fill reduction, resulting in increased cylinder costs to retailers and end-user customers in violation of federal and certain state antitrust laws. The claims seek treble damages, injunctive relief, attorneys’ fees and costs on behalf of the putative classes. On October 16, 2014, the United States Judicial Panel on Multidistrict Litigation transferred all of these purported class action cases to the Western Division of the United States District Court for the Western District of Missouri. In July 2015, the Court dismissed all claims brought by direct customers and all claims other than those for injunctive relief brought by indirect customers. The direct customers have filed a notice of appeal with the United States Court of Appeals for the Eighth Circuit; other procedural responses may be available to the indirect customers. We are unable to reasonably estimate the impact, if any, arising from such litigation. We believe we have strong defenses to the claims and intend to vigorously defend against them. 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 Measurements
Fair Value Measurements | 9 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 6 — Fair Value Measurements Derivative Instruments The following table presents on a gross basis our derivative assets and liabilities including both current and noncurrent portions, that are measured at fair value on a recurring basis within the fair value hierarchy, as of June 30, 2015 , September 30, 2014 and June 30, 2014 : Asset (Liability) Level 1 Level 2 Level 3 Total June 30, 2015: Assets: Propane contracts $ — $ 308 $ — $ 308 Liabilities: Propane contracts $ — $ (58,482 ) $ — $ (58,482 ) September 30, 2014: Assets: Propane contracts $ — $ 3,065 $ — $ 3,065 Liabilities: Propane contracts $ — $ (9,472 ) $ — $ (9,472 ) June 30, 2014 (a): Assets: Propane contracts $ — $ 9,897 $ — $ 9,897 Liabilities: Propane contracts $ — $ (5,273 ) $ — $ (5,273 ) (a) Certain immaterial amounts have been revised to correct the classification of derivatives. 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 June 30, 2015 , the carrying amount and estimated fair value of our long-term debt (including current maturities) were $2,289,590 and $2,402,239 , respectively. At June 30, 2014 , the carrying amount and estimated fair value of our long-term debt (including current maturities) were $2,294,828 and $2,495,680 , 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 other 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 arising from concentrations of trade accounts receivable is limited because we have a large customer base that extends across many different U.S. markets. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 9 Months Ended |
Jun. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Note 7 — 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 risks managed by derivative instruments are commodity price risk and interest rate risk. 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. For information on the accounting for our derivative instruments, see Note 2, “Summary of Significant Accounting Policies,” in the Partnership’s 2014 Annual Report. Commodity Price Risk In order to manage market risk associated with the Partnership’s fixed-price programs, the Partnership uses over-the-counter derivative commodity instruments, principally price swap contracts. In addition, the Partnership uses over-the-counter price swap and option contracts to reduce propane price volatility associated with a portion of forecasted propane purchases. In addition, the Partnership from time to time enters into price swap and put option agreements to reduce the effects of short-term commodity price volatility . At June 30, 2015 and 2014 , total volumes associated with propane commodity derivatives totaled 292.7 million gallons and 210.3 million gallons, respectively. At June 30, 2015 , the maximum period over which we are economically hedging propane market price risk is 42 months . At June 30, 2015 , the amount of net gains associated with our commodity derivative instruments previously designated and qualified as cash flow hedges expected to be reclassified into earnings during the next twelve months is $305 . Derivative 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 comprise 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. 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 June 30, 2015 , if the credit-risk-related contingent features were triggered, the amount of collateral required to be posted would not be material. Fair Value of Derivative Instruments The following table presents the Partnership’s derivative assets and liabilities on a gross basis as of June 30, 2015 and 2014 : June 30, June 30, Derivative assets: Derivatives designated as hedging instruments: Propane contracts $ — $ 6,620 Derivatives not designated as hedging instruments: Propane contracts 308 3,277 Total derivative assets $ 308 $ 9,897 Derivative liabilities: Derivatives designated as hedging instruments: Propane contracts $ — $ (242 ) Derivatives not designated as hedging instruments: Propane contracts (58,482 ) (5,031 ) Total derivative liabilities $ (58,482 ) $ (5,273 ) (a) Certain immaterial amounts have been revised to correct the classification of derivatives. 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 instruments comprise over-the-counter transactions. 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, the contracts are 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. Types of collateral generally include cash or letters of credit. Cash collateral paid by us to our over-the-counter derivative counterparties, if any, is reflected in the table below to offset derivative liabilities. Cash collateral received by us from our over-the-counter derivative counterparties, if any, 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 table below but could reduce our net exposure to such counterparties because such balances are subject to master netting or similar arrangements. The following table presents the Partnership’s derivative assets and liabilities, as well as the effects of offsetting, as of June 30, 2015 and 2014 : Gross Amounts Recognized Gross Amounts Offset in Balance Sheet Net Amounts Recognized Cash Collateral (Received) Pledged Net Amounts Recognized in Balance Sheet June 30, 2015 Derivative assets $ 308 $ (308 ) $ — $ — $ — Derivative liabilities $ (58,482 ) $ 308 $ (58,174 ) $ 2,000 $ (56,174 ) June 30, 2014 Derivative assets $ 9,897 $ (5,035 ) $ 4,862 $ — $ 4,862 Derivative liabilities $ (5,273 ) $ 5,035 $ (238 ) $ — $ (238 ) Effect of Derivative Instruments The following tables provide information on the effects of derivative instruments in the Condensed Consolidated Statements of Operations and changes in AOCI and noncontrolling interests for the three and nine months ended June 30, 2015 and 2014 : Gain Recognized in AOCI and Noncontrolling Interest Gain Reclassified from AOCI and Noncontrolling Interest into Income Location of Gain Reclassified from AOCI and Noncontrolling Interest into Income Three Months Ended June 30, 2015 2014 2015 2014 Cash Flow Hedges: Propane contracts $ — $ 884 $ 213 $ 5,258 Cost of sales - propane Loss Recognized in Income Location of Loss Three Months Ended June 30, 2015 2014 Derivatives Not Designated as Hedging Instruments: Propane contracts $ (12,216 ) $ (2,006 ) Cost of sales - propane Gain Gain Location of Gain Nine Months Ended June 30, 2015 2014 2015 2014 Cash Flow Hedges: Propane contracts $ — $ 46,231 $ 2,518 $ 53,685 Cost of sales - propane Gain (Loss) Location of Gain (Loss) Nine Months Ended June 30, 2015 2014 Derivatives Not Designated as Hedging Instruments: Propane contracts $ (192,701 ) $ 4,924 Cost of sales - propane For those derivative instruments accounted for as cash flow hedges during the three and nine months ended June 30, 2014 , the amounts of derivative gains or losses representing ineffectiveness, and the amounts of gains or losses recognized in income as a result of excluding derivatives from ineffectiveness testing, were not material. 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, contracts that 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. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 8 — Related Party Transactions Pursuant to the Partnership Agreement and a management services agreement, 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 $135,631 and $129,799 for the three months ended June 30, 2015 and 2014 , respectively, and $440,946 and $429,750 for the nine months ended June 30, 2015 and 2014 , 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 $5,024 and $4,322 during the three months ended June 30, 2015 and 2014 , respectively, and $18,126 and $15,280 during the nine months ended June 30, 2015 and 2014 , 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 $711 and $976 for the three months ended June 30, 2015 and 2014 , respectively, and $2,171 and $3,191 for the nine months ended June 30, 2015 and 2014 , respectively. From time to time, AmeriGas OLP purchases propane on an as needed basis from UGI Energy Services, LLC (“Energy Services”). The price of the purchases are generally based on market price at the time of purchase. Purchases of propane by AmeriGas OLP from Energy Services totaled $6 and $849 for the three and nine months ended June 30, 2014 . There were no purchases of propane by AmeriGas OLP from Energy Services during the three and nine months ended June 30, 2015 . In addition, the Partnership sells propane to affiliates of UGI. Sales of propane to affiliates of UGI totaled $97 and $218 for the three months ended June 30, 2015 and 2014 , respectively, and $1,190 and $1,164 for the nine months ended June 30, 2015 and 2014 , respectively. Pursuant to an Asset Sale and Purchase Agreement, on October 13, 2014, AmeriGas OLP purchased from UGI HVAC Enterprises, Inc. (“HVAC”), a second-tier, wholly owned subsidiary of UGI, a residential heating, ventilation, air conditioning, plumbing and related services business for $2,000 cash. Because the transaction was between entities under common control, the purchase price in excess of the carrying value of assets transferred was considered an equity transaction and has been recorded as a distribution in the Condensed Consolidated Statements of Partners’ Capital. In connection with this transaction, AmeriGas OLP entered into a Shared Service Agreement (“SSA”) whereby HVAC provides certain financial and administrative services to the Partnership with respect to the business purchased. Expenses associated with the SSA totaled $256 and $734 during the three and nine months ended June 30, 2015 . |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Allocation of Net Income | Allocation of Net Income . 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, L.P., as amended (“Partnership Agreement”). |
Net Income (Loss) Per Unit | Net Income (Loss) Per Unit. Income (loss) per limited partner unit is computed in accordance with GAAP regarding the application of the two-class method for determining income (loss) 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). |
Derivative Instruments | Derivative Instruments. Effective October 1, 2014, the Partnership de-designated its remaining commodity derivative instruments accounted for as cash flow hedges. Previously, the Partnership had discontinued cash flow hedge accounting for all commodity derivative instruments entered into beginning April 1, 2014. Changes in the fair values of these commodity derivative instruments are reflected in cost of sales on the Condensed Consolidated Statements of Operations. For additional information on the accounting for our derivative instruments, see Note 2, “Summary of Significant Accounting Policies,” in the Partnership’s 2014 Annual Report. |
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. |
Accounting Standards Not Yet Adopted | Accounting Standards Not Yet Adopted Measurement of Inventory. In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-11, "Simplifying the Measurement of Inventory." This ASU amends existing guidance to require inventory to be measured at the lower of cost or net realizable value. Entities will continue to apply their existing impairment models to inventories that are accounted for using “last-in, first-out” and the “retail inventory” methods. The amendments in this ASU are effective for annual periods beginning after December 15, 2016 (Fiscal 2018) including interim periods within those fiscal years. Early adoption is permitted. Entities will apply the new guidance prospectively after the date of adoption. The Partnership is in the process of assessing the impact on its financial statements, if any, from the adoption of the new guidance. Debt Issuance Costs. In April 2015, the FASB issued ASU No. 2015-03, "Simplifying the Presentation of Debt Issuance Costs." This ASU amends existing guidance to require the presentation of debt issuance costs in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of a deferred charge. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2015. Early adoption is permitted. Entities will apply the new guidance retrospectively to all periods presented. The Partnership expects to adopt the new guidance in the fourth quarter of Fiscal 2015. The adoption of the new guidance is not expected to have a material impact on the Partnership’s financial statements. Consolidation. In February 2015, the FASB issued ASU No. 2015-02, “Amendments to the Consolidation Analysis.” This ASU provides new guidance regarding whether a reporting entity should consolidate certain types of legal entities. Among other things, the new guidance modifies the evaluation of whether limited partnerships and similar entities are variable interest entities (“VIEs”) or voting interest entities, and also eliminates the presumption that a general partner should consolidate a limited partnership. The new guidance also affects the consolidation analysis of reporting entities that are involved with VIEs including those that have fee arrangements and related party relationships. The new guidance is effective for the Partnership beginning in Fiscal 2017. Early adoption is permitted. The Partnership is in the process of assessing the impact on our financial statements, if any, from the adoption of the new guidance. Revenue Recognition. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” This ASU supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) 605, “Revenue Recognition,” and most industry-specific guidance included in the ASC. The standard requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This standard is effective for the Partnership for interim and annual periods beginning October 1, 2017 (Fiscal 2018) and allows for either full retrospective adoption or modified retrospective adoption. On July 9, 2015, the FASB voted to delay the effective date by one year. We have not yet selected a transition method and are currently evaluating the impact of adopting this guidance on our consolidated financial statements. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Schedule of 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 Nine Months Ended 2015 2014 2015 2014 Net (loss) income attributable to AmeriGas Partners, L.P. $ (25,578 ) $ (37,761 ) $ 260,906 $ 337,240 Adjust for general partner share and theoretical distributions of net (loss) income attributable to AmeriGas Partners, L.P. to the general partner in accordance with the two-class method for MLPs (8,389 ) (6,155 ) (25,695 ) (54,601 ) Common Unitholders’ interest in net (loss) income attributable to AmeriGas Partners, L.P. under the two-class method for MLPs $ (33,967 ) $ (43,916 ) $ 235,211 $ 282,639 Weighted average Common Units outstanding—basic (thousands) 92,918 92,888 92,908 92,873 Potentially dilutive Common Units (thousands) — — 64 68 Weighted average Common Units outstanding—diluted (thousands) 92,918 92,888 92,972 92,941 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Components of Intangible Assets | The Partnership’s goodwill and intangible assets comprise the following: June 30, September 30, June 30, Goodwill (not subject to amortization) $ 1,954,791 $ 1,945,748 $ 1,934,581 Intangible assets: Customer relationships and noncompete agreements $ 512,552 $ 519,103 $ 513,716 Accumulated amortization (154,147 ) (137,709 ) (128,117 ) Intangible assets, net (definite-lived) 358,405 381,394 385,599 Trademarks and tradenames (indefinite-lived) 82,944 82,944 82,944 Total intangible assets, net $ 441,349 $ 464,338 $ 468,543 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Financial Liabilities at Fair Value on a Recurring Basis | The following table presents on a gross basis our derivative assets and liabilities including both current and noncurrent portions, that are measured at fair value on a recurring basis within the fair value hierarchy, as of June 30, 2015 , September 30, 2014 and June 30, 2014 : Asset (Liability) Level 1 Level 2 Level 3 Total June 30, 2015: Assets: Propane contracts $ — $ 308 $ — $ 308 Liabilities: Propane contracts $ — $ (58,482 ) $ — $ (58,482 ) September 30, 2014: Assets: Propane contracts $ — $ 3,065 $ — $ 3,065 Liabilities: Propane contracts $ — $ (9,472 ) $ — $ (9,472 ) June 30, 2014 (a): Assets: Propane contracts $ — $ 9,897 $ — $ 9,897 Liabilities: Propane contracts $ — $ (5,273 ) $ — $ (5,273 ) (a) Certain immaterial amounts have been revised to correct the classification of derivatives. |
Derivative Instruments and He20
Derivative Instruments and Hedging Activities (Tables) | 9 Months Ended |
Jun. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Components of Fair Value of Derivative Assets and Liabilities | The following table presents the Partnership’s derivative assets and liabilities on a gross basis as of June 30, 2015 and 2014 : June 30, June 30, Derivative assets: Derivatives designated as hedging instruments: Propane contracts $ — $ 6,620 Derivatives not designated as hedging instruments: Propane contracts 308 3,277 Total derivative assets $ 308 $ 9,897 Derivative liabilities: Derivatives designated as hedging instruments: Propane contracts $ — $ (242 ) Derivatives not designated as hedging instruments: Propane contracts (58,482 ) (5,031 ) Total derivative liabilities $ (58,482 ) $ (5,273 ) (a) Certain immaterial amounts have been revised to correct the classification of derivatives. |
Derivative Assets and Liabilities and the Effects of Offsetting | The following table presents the Partnership’s derivative assets and liabilities, as well as the effects of offsetting, as of June 30, 2015 and 2014 : Gross Amounts Recognized Gross Amounts Offset in Balance Sheet Net Amounts Recognized Cash Collateral (Received) Pledged Net Amounts Recognized in Balance Sheet June 30, 2015 Derivative assets $ 308 $ (308 ) $ — $ — $ — Derivative liabilities $ (58,482 ) $ 308 $ (58,174 ) $ 2,000 $ (56,174 ) June 30, 2014 Derivative assets $ 9,897 $ (5,035 ) $ 4,862 $ — $ 4,862 Derivative liabilities $ (5,273 ) $ 5,035 $ (238 ) $ — $ (238 ) |
Components of Derivative Instruments Gain Loss In Statement of Operations | The following tables provide information on the effects of derivative instruments in the Condensed Consolidated Statements of Operations and changes in AOCI and noncontrolling interests for the three and nine months ended June 30, 2015 and 2014 : Gain Recognized in AOCI and Noncontrolling Interest Gain Reclassified from AOCI and Noncontrolling Interest into Income Location of Gain Reclassified from AOCI and Noncontrolling Interest into Income Three Months Ended June 30, 2015 2014 2015 2014 Cash Flow Hedges: Propane contracts $ — $ 884 $ 213 $ 5,258 Cost of sales - propane Loss Recognized in Income Location of Loss Three Months Ended June 30, 2015 2014 Derivatives Not Designated as Hedging Instruments: Propane contracts $ (12,216 ) $ (2,006 ) Cost of sales - propane Gain Gain Location of Gain Nine Months Ended June 30, 2015 2014 2015 2014 Cash Flow Hedges: Propane contracts $ — $ 46,231 $ 2,518 $ 53,685 Cost of sales - propane Gain (Loss) Location of Gain (Loss) Nine Months Ended June 30, 2015 2014 Derivatives Not Designated as Hedging Instruments: Propane contracts $ (192,701 ) $ 4,924 Cost of sales - propane |
Nature of Operations (Details)
Nature of Operations (Details) - Jun. 30, 2015 | EmployeeStatesshares |
General Partners Interest | |
Number of states in which the company has market share (in states) | States | 50 |
Common units held by the general partner and its wholly owned subsidiary Petrolane Incorporated | 23,756,882 |
Common units held by public | 69,132,661 |
Limited partner interest held by AmeriGas Partners in AmeriGas OLP (as a percent) | 98.99% |
Employees of the AmeriGas Partners and the Operating Partnership (in employees) | Employee | 0 |
AmeriGas Propane Inc Partnership Interest In AmeriGas Partners | |
General Partners Interest | |
General partner interest percentage | 1.00% |
AmeriGas Propane Inc Partnership Interest In AmeriGas OLP | |
General Partners Interest | |
General partners ownership interest (as a percent) | 1.01% |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Sep. 30, 2014 | |
General Partner Interest | |||||
Theoretical distributions of net income on earnings (in dollars per unit) | $ 0 | $ 0 | $ 0.01 | $ 0.37 | |
Correction of Error | |||||
Prepaid expenses and other current assets | $ 49,981 | $ 18,228 | $ 49,981 | $ 18,228 | $ 29,290 |
Total current assets | 385,919 | 499,639 | 385,919 | 499,639 | 505,908 |
Other assets | 62,364 | 58,916 | 62,364 | 58,916 | 61,154 |
Total assets | 4,185,748 | 4,352,192 | 4,185,748 | 4,352,192 | 4,364,058 |
Other current liabilities | 178,627 | 169,447 | 178,627 | 169,447 | 205,298 |
Total current liabilities | 442,179 | 467,934 | 442,179 | 467,934 | 617,514 |
Other noncurrent liabilities | 109,252 | 101,118 | 109,252 | 101,118 | 105,483 |
Total liabilities | 2,839,328 | 2,854,180 | 2,839,328 | 2,854,180 | 3,003,168 |
Total liabilities and partners’ capital | $ 4,185,748 | 4,352,192 | $ 4,185,748 | 4,352,192 | $ 4,364,058 |
Restatement Adjustment | |||||
Correction of Error | |||||
Prepaid expenses and other current assets | 6,914 | 6,914 | |||
Total current assets | 6,914 | 6,914 | |||
Other assets | 15,346 | 15,346 | |||
Total assets | 22,260 | 22,260 | |||
Other current liabilities | 6,914 | 6,914 | |||
Total current liabilities | 6,914 | 6,914 | |||
Other noncurrent liabilities | 15,346 | 15,346 | |||
Total liabilities | 22,260 | 22,260 | |||
Total liabilities and partners’ capital | $ 22,260 | $ 22,260 | |||
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 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% |
Summary of Significant Accoun23
Summary of Significant Accounting Policies - Schedule of Income Per Limited Partner Unit (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Accounting Policies [Abstract] | ||||
Net (loss) income attributable to AmeriGas Partners, L.P. | $ (25,578) | $ (37,761) | $ 260,906 | $ 337,240 |
Adjust for general partner share and theoretical distributions of net (loss) income attributable to AmeriGas Partners, L.P. to the general partner in accordance with the two-class method for MLPs | (8,389) | (6,155) | (25,695) | (54,601) |
Common Unitholders’ interest in net (loss) income attributable to AmeriGas Partners, L.P. under the two-class method for MLPs | $ (33,967) | $ (43,916) | $ 235,211 | $ 282,639 |
Weighted average Common Units outstanding—basic (thousands) (in units) | 92,918 | 92,888 | 92,908 | 92,873 |
Potentially dilutive Common Units (thousands) (in units) | 0 | 0 | 64 | 68 |
Weighted average Common Units outstanding—diluted (thousands) (in units) | 92,918 | 92,888 | 92,972 | 92,941 |
Goodwill and Intangible Asset24
Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Finite-Lived Intangible Assets | ||||
Amortization of intangible assets | $ 9,473 | $ 9,596 | $ 28,487 | $ 28,836 |
Remainder of Fiscal 2015 | 9,398 | 9,398 | ||
Fiscal 2,016 | 36,866 | 36,866 | ||
Fiscal 2,017 | 34,693 | 34,693 | ||
Fiscal 2,018 | 33,242 | 33,242 | ||
Fiscal 2,019 | $ 32,045 | $ 32,045 |
Goodwill And Intangible Asset25
Goodwill And Intangible Assets - Components of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2014 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill (not subject to amortization) | $ 1,954,791 | $ 1,945,748 | $ 1,934,581 |
Intangible assets: | |||
Customer relationships and noncompete agreements | 512,552 | 519,103 | 513,716 |
Accumulated amortization | (154,147) | (137,709) | (128,117) |
Intangible assets, net (definite-lived) | 358,405 | 381,394 | 385,599 |
Trademarks and tradenames (indefinite-lived) | 82,944 | 82,944 | 82,944 |
Total intangible assets, net | $ 441,349 | $ 464,338 | $ 468,543 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 6 Months Ended | 9 Months Ended |
Oct. 31, 2014lawsuit | Jun. 30, 2015lb | |
Loss Contingencies | ||
Class action lawsuits (more than 35) | lawsuit | 35 | |
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 Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 |
Fair Value Disclosures [Abstract] | ||
Carrying value of long-term debt | $ 2,289,590 | $ 2,294,828 |
Estimated fair value of long-term debt | $ 2,402,239 | $ 2,495,680 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Financial Liabilities at Fair Value On a Recurring Basis (Details) - Fair Value, Measurements, Recurring - Propane Contracts - USD ($) $ in Thousands | Jun. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2014 | [1] |
Assets: | ||||
Derivative Assets | $ 308 | $ 3,065 | $ 9,897 | |
Liabilities: | ||||
Derivative Liabilities | (58,482) | (9,472) | (5,273) | |
Level 1 | ||||
Assets: | ||||
Derivative Assets | 0 | 0 | 0 | |
Liabilities: | ||||
Derivative Liabilities | 0 | 0 | 0 | |
Level 2 | ||||
Assets: | ||||
Derivative Assets | 308 | 3,065 | 9,897 | |
Liabilities: | ||||
Derivative Liabilities | (58,482) | (9,472) | (5,273) | |
Level 3 | ||||
Assets: | ||||
Derivative Assets | 0 | 0 | 0 | |
Liabilities: | ||||
Derivative Liabilities | $ 0 | $ 0 | $ 0 | |
[1] | Certain immaterial amounts have been revised to correct the classification of derivatives. |
Derivative Instruments and He29
Derivative Instruments and Hedging Activities (Details) $ in Thousands, gal in Millions | 9 Months Ended | |
Jun. 30, 2015USD ($)gal | Jun. 30, 2014gal | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Volume of commodity derivative (gallons) | gal | 292.7 | 210.3 |
Maximum period of price risk cash flow hedging (in months) | 42 months | |
Net gains associated with commodity price risk hedges expected to be reclassified into earnings during the next twelve months | $ 305 |
Derivative Instruments and He30
Derivative Instruments and Hedging Activities - Components of Fair Value of Derivative Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 | [1] |
Derivative Assets, Fair Value | |||
Derivative assets | $ 308 | $ 9,897 | |
Derivative Liabilities, Fair Value | |||
Derivative liabilities | (58,482) | (5,273) | |
Designated as Hedging Instrument | Propane Contracts | |||
Derivative Assets, Fair Value | |||
Derivative assets | 0 | 6,620 | |
Derivative Liabilities, Fair Value | |||
Derivative liabilities | 0 | (242) | |
Not Designated as Hedging Instrument | Propane Contracts | |||
Derivative Assets, Fair Value | |||
Derivative assets | 308 | 3,277 | |
Derivative Liabilities, Fair Value | |||
Derivative liabilities | $ (58,482) | $ (5,031) | |
[1] | Certain immaterial amounts have been revised to correct the classification of derivatives. |
Derivative Instruments and He31
Derivative Instruments and Hedging Activities - Derivative Assets and Liabilities and the Effects of Offsetting (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Derivative asset, gross | $ 308 | $ 9,897 | [1] |
Derivative asset, gross liability | (308) | (5,035) | |
Derivative asset, net | 0 | 4,862 | |
Cash collateral (received) pledged | 0 | 0 | |
Derivative asset, net amount recognized in balance sheet | 0 | 4,862 | |
Derivative liabilities, gross | (58,482) | (5,273) | [1] |
Derivative liability, gross asset | 308 | 5,035 | |
Derivative liability, net | (58,174) | (238) | |
Cash collateral (received) pledged | 2,000 | 0 | |
Derivative liability, net amount recognized in balance sheet | $ (56,174) | $ (238) | |
[1] | Certain immaterial amounts have been revised to correct the classification of derivatives. |
Derivative Instruments and He32
Derivative Instruments and Hedging Activities - Components of Derivative Instruments Gain Loss in Statement of Operations (Details) - Propane Contracts - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Designated as Hedging Instrument | ||||
Derivative Instruments, Gain (Loss) | ||||
Gain (Loss) recognized in AOCI and Noncontrolling Interest | $ 0 | $ 884 | $ 0 | $ 46,231 |
Designated as Hedging Instrument | Cost of Sales - Propane | ||||
Derivative Instruments, Gain (Loss) | ||||
Gain (Loss) reclassified from AOCI and Noncontrolling Interest into income | 213 | 5,258 | 2,518 | 53,685 |
Not Designated as Hedging Instrument | Cost of Sales - Propane | ||||
Derivative Instruments, Gain (Loss) | ||||
Gain (Loss) recognized in income, net | $ (12,216) | $ (2,006) | $ (192,701) | $ 4,924 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Oct. 13, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 |
General Partner | Reimbursed Expenses or Payments | |||||
Related Party Transaction | |||||
Related party costs and expenses | $ 135,631,000 | $ 129,799,000 | $ 440,946,000 | $ 429,750,000 | |
General Partner | UGI Corp | General and Administrative Services | |||||
Related Party Transaction | |||||
Related party costs and expenses | 5,024,000 | 4,322,000 | 18,126,000 | 15,280,000 | |
General Partner | UGI Corp | Office and Insurance Expenses | |||||
Related Party Transaction | |||||
Related party costs and expenses | 711,000 | 976,000 | 2,171,000 | 3,191,000 | |
Affiliated Entity | Energy Services | Propane Purchases | |||||
Related Party Transaction | |||||
Related party costs and expenses | 0 | 6,000 | 0 | 849,000 | |
Affiliated Entity | Affiliates of UGI | Propane Sales | |||||
Related Party Transaction | |||||
Revenue from related parties | 97,000 | $ 218,000 | 1,190,000 | $ 1,164,000 | |
Affiliated Entity | UGI HVAC Enterprises | |||||
Related Party Transaction | |||||
Purchase price (in cash) | $ 2,000,000 | ||||
Shared service agreement (SSA) expenses | $ 256,000 | $ 734,000 |