Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2015 | Nov. 17, 2015 | Mar. 31, 2015 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | AMERIGAS PARTNERS LP | ||
Entity Central Index Key | 932,628 | ||
Document Type | 10-K | ||
Document Period End Date | Sep. 30, 2015 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --09-30 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 4,434,512,696 | ||
Entity Common Stock, Shares Outstanding | 92,892,582 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Sep. 30, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 14,757 | $ 13,480 |
Accounts receivable (less allowances for doubtful accounts of $12,257 and $17,681, respectively) | 199,067 | 278,995 |
Accounts receivable — related parties | 2,360 | 1,925 |
Inventories | 93,934 | 181,946 |
Derivative instruments | 0 | 272 |
Prepaid expenses | 21,519 | 18,608 |
Insurance indemnification receivable | 18,958 | 10,495 |
Other current assets | 15,766 | 187 |
Total current assets | 366,361 | 505,908 |
Property, plant and equipment (less accumulated depreciation and amortization of $1,369,733 and $1,239,767, respectively) | 1,324,327 | 1,386,910 |
Goodwill | 1,956,688 | 1,945,748 |
Intangible assets | 433,713 | 464,338 |
Other assets | 60,623 | 61,154 |
Total assets | 4,141,712 | 4,364,058 |
Current liabilities: | ||
Current maturities of long-term debt | 9,679 | 11,589 |
Short-term borrowings | 68,100 | 109,000 |
Accounts payable — trade | 101,588 | 154,053 |
Accounts payable — related parties | 445 | 1,081 |
Employee compensation and benefits accrued | 57,961 | 45,501 |
Interest accrued | 48,693 | 48,701 |
Customer deposits and advances | 117,087 | 129,840 |
Derivative instruments | 47,507 | 6,653 |
Other current liabilities | 95,234 | 111,096 |
Total current liabilities | 546,294 | 617,514 |
Long-term debt | 2,273,817 | 2,280,145 |
Derivative instruments | 7,670 | 26 |
Other noncurrent liabilities | 113,558 | 105,483 |
Total liabilities | $ 2,941,339 | $ 3,003,168 |
Commitments and contingencies | ||
AmeriGas Partners, L.P. partners’ capital: | ||
Common unitholders (units issued — 92,889,980 and 92,867,204, respectively) | $ 1,145,291 | $ 1,299,260 |
General partner | 18,925 | 20,460 |
Accumulated other comprehensive income | 0 | 2,794 |
Total AmeriGas Partners, L.P. partners’ capital | 1,164,216 | 1,322,514 |
Noncontrolling interest | 36,157 | 38,376 |
Total partners’ capital | 1,200,373 | 1,360,890 |
Total liabilities and partners’ capital | $ 4,141,712 | $ 4,364,058 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2015 | Sep. 30, 2014 |
Current assets: | ||
Allowances for doubtful accounts | $ 12,257 | $ 17,681 |
Depreciation and amortization on property, plant and equipment | $ 1,369,733 | $ 1,239,767 |
Partners’ capital: | ||
Common units, issued | 92,889,980 | 92,867,204 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Revenues: | |||
Propane | $ 2,612,401 | $ 3,440,868 | $ 2,884,766 |
Other | 272,921 | 272,067 | 281,777 |
Revenues | 2,885,322 | 3,712,935 | 3,166,543 |
Costs and expenses: | |||
Cost of sales — propane (excluding depreciation shown below) | 1,301,167 | 2,034,592 | 1,571,574 |
Cost of sales — other (excluding depreciation shown below) | 86,638 | 81,982 | 88,479 |
Operating and administrative expenses | 953,283 | 963,963 | 943,928 |
Depreciation | 152,204 | 154,020 | 159,306 |
Amortization | 42,676 | 43,195 | 43,565 |
Other income, net | (31,355) | (27,450) | (32,503) |
Costs and expenses | 2,504,613 | 3,250,302 | 2,774,349 |
Operating income | 380,709 | 462,633 | 392,194 |
Interest expense | (162,842) | (165,581) | (165,432) |
Income before income taxes | 217,867 | 297,052 | 226,762 |
Income tax expense | (2,898) | (2,611) | (1,671) |
Net income including noncontrolling interest | 214,969 | 294,441 | 225,091 |
Less: net income attributable to noncontrolling interest | (3,758) | (4,548) | (3,869) |
Net income attributable to AmeriGas Partners, L.P. | 211,211 | 289,893 | 221,222 |
General partner’s interest in net income attributable to AmeriGas Partners, L.P. | 32,469 | 26,749 | 21,498 |
Limited partners’ interest in net income attributable to AmeriGas Partners, L.P. | $ 178,742 | $ 263,144 | $ 199,724 |
Income (loss) per limited partner unit — basic (in dollars per unit) | $ 1.91 | $ 2.82 | $ 2.14 |
Income (loss) per limited partner unit — diluted (in dollars per unit) | $ 1.91 | $ 2.82 | $ 2.14 |
Average limited partner units outstanding (thousands): | |||
Basic (in units) | 92,910 | 92,876 | 92,832 |
Diluted (in units) | 92,977 | 92,946 | 92,910 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Statement of Comprehensive Income [Abstract] | |||
Net income including noncontrolling interest | $ 214,969 | $ 294,441 | $ 225,091 |
Other comprehensive income (loss): | |||
Net gains on derivative instruments | 0 | 44,203 | 6,647 |
Reclassifications of net (gains) losses on derivative instruments | (2,822) | (56,517) | 52,503 |
Other comprehensive (loss) income | (2,822) | (12,314) | 59,150 |
Total comprehensive income including noncontrolling interest | 212,147 | 282,127 | 284,241 |
Less: comprehensive income attributable to noncontrolling interest | (3,730) | (4,426) | (4,464) |
Comprehensive income attributable to AmeriGas Partners, L.P. | $ 208,417 | $ 277,701 | $ 279,777 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income including noncontrolling interest | $ 214,969 | $ 294,441 | $ 225,091 |
Adjustments to reconcile net income including noncontrolling interest to net cash provided by operating activities: | |||
Depreciation and amortization | 194,880 | 197,215 | 202,871 |
Provision for uncollectible accounts | 15,800 | 26,403 | 16,477 |
Unrealized losses on derivative instruments | 47,841 | 9,495 | 0 |
Other, net | (14,754) | (6,265) | (5,100) |
Net change in: | |||
Accounts receivable | 51,613 | (15,246) | (43,378) |
Inventories | 86,198 | (22,804) | 5,403 |
Accounts payable | (52,975) | (16,643) | (661) |
Other current assets | (10,889) | 2,429 | (2,305) |
Other current liabilities | (8,825) | 11,045 | (42,795) |
Net cash provided by operating activities | 523,858 | 480,070 | 355,603 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Expenditures for property, plant and equipment | (102,009) | (113,934) | (111,058) |
Proceeds from disposals of assets | 23,816 | 19,931 | 22,113 |
Acquisitions of businesses, net of cash acquired | (20,840) | (15,746) | (19,946) |
Net cash used by investing activities | (99,033) | (109,749) | (108,891) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Distributions | (368,426) | (346,744) | (327,000) |
Noncontrolling interest activity | (5,949) | (5,084) | (4,882) |
(Decrease) increase in short-term borrowings | (40,900) | (7,900) | 67,000 |
Repayment of long-term debt | (11,808) | (12,272) | (30,531) |
Proceeds associated with equity based compensation plans, net of tax withheld | 3,501 | 2,499 | 1,221 |
Capital contributions from General Partner | 34 | 25 | 13 |
Net cash used by financing activities | (423,548) | (369,476) | (294,179) |
Cash and cash equivalents increase (decrease) | 1,277 | 845 | (47,467) |
CASH AND CASH EQUIVALENTS: | |||
End of year | 14,757 | 13,480 | 12,635 |
Beginning of year | 13,480 | 12,635 | 60,102 |
Increase (decrease) | 1,277 | 845 | (47,467) |
SUPPLEMENTAL CASH FLOW INFORMATION: | |||
Cash paid for interest | $ 158,837 | $ 161,518 | $ 161,562 |
Consolidated Statements of Part
Consolidated Statements of Partner's Capital - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||
Beginning balance | $ 1,360,890 | $ 1,424,137 | $ 1,360,890 | $ 1,424,137 | $ 1,468,560 | ||
Net income including noncontrolling interest | $ (49,805) | (39,564) | $ (47,432) | 136,672 | 214,969 | 294,441 | 225,091 |
Net gains on derivative instruments | 0 | 44,203 | 6,647 | ||||
Reclassifications of net (gains) losses on derivative instruments | (2,822) | (56,517) | 52,503 | ||||
Distributions | (373,731) | (351,828) | (331,882) | ||||
Unit-based compensation expense | 2,228 | 2,299 | 3,472 | ||||
Goodwill push-down adjustment associated with prior-year acquisition | 5,073 | ||||||
Common Units issued in connection with employee and director plans, net of tax withheld | (517) | (918) | (254) | ||||
Distribution related to common control transaction | (644) | ||||||
Ending balance | 1,200,373 | 1,360,890 | 1,200,373 | 1,360,890 | 1,424,137 | ||
Parent | |||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||
Beginning balance | $ 1,322,514 | $ 1,385,103 | 1,322,514 | 1,385,103 | 1,429,108 | ||
Net income including noncontrolling interest | 211,211 | 289,893 | 221,222 | ||||
Net gains on derivative instruments | 43,754 | 6,583 | |||||
Reclassifications of net (gains) losses on derivative instruments | (2,794) | (55,946) | 51,972 | ||||
Distributions | (368,426) | (346,744) | (327,000) | ||||
Unit-based compensation expense | 2,228 | 2,299 | 3,472 | ||||
Goodwill push-down adjustment associated with prior-year acquisition | 5,073 | ||||||
Common Units issued in connection with employee and director plans, net of tax withheld | (517) | (918) | (254) | ||||
Distribution related to common control transaction | 0 | ||||||
Ending balance | $ 1,164,216 | $ 1,322,514 | $ 1,164,216 | $ 1,322,514 | $ 1,385,103 | ||
Common Unitholders | |||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||
Beginning balance (in units) | 92,867,204 | 92,824,539 | 92,867,204 | 92,824,539 | 92,801,347 | ||
Beginning balance | $ 1,299,260 | $ 1,354,187 | $ 1,299,260 | $ 1,354,187 | $ 1,455,702 | ||
Net income including noncontrolling interest | 178,742 | 263,144 | 199,724 | ||||
Distributions | (334,387) | (319,427) | (304,444) | ||||
Unit-based compensation expense | $ 2,228 | $ 2,299 | $ 3,472 | ||||
Common Units issued in connection with employee and director plans, net of tax withheld (in units) | 22,776 | 42,665 | 23,192 | ||||
Common Units issued in connection with employee and director plans, net of tax withheld | $ (552) | $ (943) | $ (267) | ||||
Ending balance (in units) | 92,889,980 | 92,867,204 | 92,889,980 | 92,867,204 | 92,824,539 | ||
Ending balance | $ 1,145,291 | $ 1,299,260 | $ 1,145,291 | $ 1,299,260 | $ 1,354,187 | ||
General Partner | |||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||
Beginning balance | 20,460 | 15,930 | 20,460 | 15,930 | 16,975 | ||
Net income including noncontrolling interest | 32,469 | 26,749 | 21,498 | ||||
Distributions | (34,039) | (27,317) | (22,556) | ||||
Goodwill push-down adjustment associated with prior-year acquisition | 5,073 | ||||||
Common Units issued in connection with employee and director plans, net of tax withheld | 35 | 25 | 13 | ||||
Ending balance | 18,925 | 20,460 | 18,925 | 20,460 | 15,930 | ||
Accumulated Other Comprehensive Income (Loss) | |||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||
Beginning balance | 2,794 | 14,986 | 2,794 | 14,986 | (43,569) | ||
Net gains on derivative instruments | 43,754 | 6,583 | |||||
Reclassifications of net (gains) losses on derivative instruments | (2,794) | (55,946) | 51,972 | ||||
Ending balance | 0 | 2,794 | 0 | 2,794 | 14,986 | ||
Noncontrolling Interest | |||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||
Beginning balance | $ 38,376 | $ 39,034 | 38,376 | 39,034 | 39,452 | ||
Net income including noncontrolling interest | 3,758 | 4,548 | 3,869 | ||||
Net gains on derivative instruments | 449 | 64 | |||||
Reclassifications of net (gains) losses on derivative instruments | (28) | (571) | 531 | ||||
Distributions | (5,305) | (5,084) | (4,882) | ||||
Distribution related to common control transaction | (644) | ||||||
Ending balance | $ 36,157 | $ 38,376 | $ 36,157 | $ 38,376 | $ 39,034 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Sep. 30, 2015 | |
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”), 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 September 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 69,133,098 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 13 ). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation. Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). 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. Certain prior-year amounts have been reclassified to conform to the current-year presentation. Principles of Consolidation. The 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 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 consolidated financial statements. Finance Corps. 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. Fair Value Measurements. The Company applies fair value measurements on a recurring and, as otherwise required under GAAP, also on a nonrecurring basis. Fair value measurements performed on a recurring basis principally relate to derivative instruments. GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). A level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. We use the following fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels: • Level 1 — Quoted prices (unadjusted) in active markets for identical assets and liabilities that we have the ability to access at the measurement date. • Level 2 — Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived from observable market data by correlation or other means. • Level 3 — Unobservable inputs for the asset or liability including situations where there is little, if any, market activity for the asset or liability. Fair value is based upon assumptions that market participants would use when pricing an asset or liability, including assumptions about risk and risks inherent in valuation techniques and inputs to valuations. This includes not only the credit standing of counterparties and credit enhancements but also the impact of our own nonperformance risk on our liabilities. We evaluate the need for credit adjustments to our derivative instrument fair values. These credit adjustments were not material to the fair values of our derivative instruments. Derivative Instruments. Derivative instruments are reported in the Consolidated Balance Sheets at their fair values, unless the derivative instruments qualify for the normal purchase and normal sale (“NPNS”) exception under GAAP. The accounting for changes in fair value depends upon the purpose of the derivative instrument and whether it is designated and qualifies for hedge accounting. Prior to April 1, 2014, substantially all of our derivative financial instruments were designated and qualified as cash flow hedges. For cash flow hedges, changes in the fair values of derivative instruments are recorded in accumulated other comprehensive income (“AOCI”) or noncontrolling interest, to the extent effective at offsetting changes in the hedged item, until earnings are affected by such hedged item. We discontinue cash flow hedge accounting if the occurrence of the forecasted transaction is determined to be no longer probable. Hedge accounting is also discontinued for derivatives that cease to be highly effective. Effective April 1, 2014, the Partnership determined that on a prospective basis, it would no longer elect cash flow hedge accounting for its commodity derivative instruments. Effective October 1, 2014, the Partnership de-designated its remaining commodity derivative instruments accounted for as cash flow hedges. Changes in the fair values of these derivative instruments are reflected in cost of sales on the Consolidated Statements of Operations. Cash flows from derivative instruments are included in cash flows from operating activities. For a more detailed description of the derivative instruments we use, our accounting for derivatives, our objectives for using them and other information, see Note 16 . Revenue Recognition. Revenues from the sale of propane are recognized principally upon delivery. Revenues from the sale of appliances and equipment are recognized at the later of sale or installation. Revenues from repair or maintenance services are recognized upon completion of services. Revenues from annually billed fees are recorded on a straight-line basis over one year. We present revenue-related taxes collected on behalf of customers and remitted to taxing authorities, principally sales and use taxes, on a net basis. During the three months ended March 31, 2013, we identified an error in our accounting for certain customer credits. We 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, we changed the 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. We evaluated the impact of the error on prior periods and determined that the effect was not material to any prior period financial statement. The correction of the error in accounting for customer credits had the effect of decreasing propane revenues and accounts receivable by $4,700 , and decreasing net income attributable to AmeriGas Partners, L.P. by $4,652 , for Fiscal 2013. Accounts Receivable Accounts receivable are reported on the Consolidated Balance Sheets at the gross outstanding amount adjusted for an allowance for doubtful accounts. Accounts receivable that are acquired are initially recorded at fair value on the date of acquisition. Provisions for uncollectible accounts are established based upon our collection experience and the assessment of the collectability of specific amounts. Accounts receivable are written off in the period in which the receivable is deemed uncollectible. Delivery Expenses. Expenses associated with the delivery of propane to customers (including vehicle expenses, expenses of delivery personnel, vehicle repair and maintenance and general liability expenses) are classified as operating and administrative expenses on the Consolidated Statements of Operations. Depreciation expense associated with delivery vehicles is classified in depreciation on the Consolidated Statements of Operations. Income Taxes. AmeriGas Partners and the Operating Partnership are not directly subject to federal income taxes. Instead, their taxable income or loss is allocated to their individual partners. The Operating Partnership has corporate subsidiaries which are directly subject to federal and state income taxes. Accordingly, our consolidated financial statements reflect income taxes related to these corporate subsidiaries. Legislation in certain states allows for taxation of partnerships’ income and the accompanying financial statements reflect state income taxes resulting from such legislation. Net income for financial statement purposes may differ significantly from taxable income reportable to unitholders. This is a result of (1) differences between the tax basis and financial reporting basis of assets and liabilities and (2) the taxable income allocation requirements of the Fourth Amended and Restated Agreement of Limited Partnership of AmeriGas Partners, L.P., as amended (“Partnership Agreement”) and the Internal Revenue Code. Comprehensive Income. Comprehensive income comprises net income and other comprehensive income (loss). Other comprehensive income (loss) principally results from gains and losses on derivative instruments qualifying as cash flow hedges, net of reclassifications to net income. Cash and Cash Equivalents. All highly liquid investments with maturities of three months or less when purchased are classified as cash equivalents. Inventories. At September 30, 2015, our inventories are stated at the lower of cost or net realizable value and, prior to September 30, 2015, the lower of cost or market. We determine cost using an average cost method for propane, specific identification for appliances and the first-in, first-out (“FIFO”) method for all other inventories. During the fourth quarter of Fiscal 2015, the Partnership adopted new accounting guidance regarding the measurement of inventory which simplified the determination of market value. The adoption of the new guidance did not impact the valuation of our inventories (see Note 3 ). Property, Plant and Equipment and Related Depreciation. We record property, plant and equipment at cost. The amounts we assign to property, plant and equipment of acquired businesses are based upon estimated fair value at date of acquisition. We compute depreciation expense on plant and equipment using the straight-line method over estimated service lives generally ranging from 15 to 40 years for buildings and improvements; 6 to 30 years for storage and customer tanks and cylinders; and 3 to 10 years for vehicles, equipment and office furniture and fixtures. Costs to install Partnership-owned tanks at customer locations, net of amounts billed to customers, are capitalized and depreciated over the estimated period of benefit not exceeding 10 years. We include in property, plant and equipment costs associated with computer software we develop or obtain for use in our business. We amortize computer software costs on a straight-line basis over expected periods of benefit not exceeding 10 years once the installed software is ready for its intended use. No depreciation expense is included in cost of sales on the Consolidated Statements of Operations. Segment Information. We have determined that we have a single reportable operating segment that engages in the distribution of propane and related equipment and supplies. No single customer represents ten percent or more of consolidated revenues. In addition, substantially all of our revenues are derived from sources within the United States and substantially all of our long-lived assets are located in the United States. Goodwill and Intangible Assets. In accordance with GAAP relating to intangible assets, we amortize intangible assets over their estimated useful lives unless we determine their lives to be indefinite. Estimated useful lives of definite-lived intangible assets, consisting of customer relationships and noncompete agreements, do not exceed 15 years. We review definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the associated carrying amounts may not be recoverable. Determining whether an impairment loss occurred requires comparing the carrying amount to the sum of undiscounted cash flows expected to be generated by the asset. Intangible assets with indefinite lives are not amortized but are tested annually (and more frequently if events or changes in circumstances between annual tests indicate that it is more likely than not that they are impaired) for impairment and written down to fair value, if impaired. We do not amortize goodwill, but test it at least annually for impairment at the reporting unit level. A reporting unit is an operating segment or one level below an operating segment (a component) if discrete financial information is prepared and regularly reviewed by segment management. We are required to recognize an impairment charge under GAAP if the carrying amount of the reporting unit exceeds its fair value and the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill. As permitted under GAAP, we assess qualitative factors to determine whether it is more likely than not that the fair value of the Partnership is less than its carrying amount. Among the significant factors considered in performing the qualitative assessment is the market price of AmeriGas Partners Common Units. Based upon this assessment, we determined that it is not more likely than not that the fair value of the Partnership is less than its carrying amount. There were no accumulated impairment losses at September 30, 2015 and 2014 and no provisions for goodwill or other intangible asset impairments were recorded during Fiscal 2015 , Fiscal 2014 or Fiscal 2013 . No amortization expense of intangible assets is included in cost of sales in the Consolidated Statements of Operations. For further information, see Note 10 . Impairment of Long-Lived Assets. We evaluate the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. We evaluate recoverability based upon undiscounted future cash flows expected to be generated by such assets. If the undiscounted future cash flows indicate that the recorded amounts are not expected to be recoverable, such long-lived assets are reduced to their estimated fair values. Estimates of fair values are generally based on recent sales of similar assets and other market indicators (Level 2). No provisions for impairments were recorded during Fiscal 2015 or Fiscal 2014 . During Fiscal 2013, the Partnership recorded long-lived asset impairment charges of $3,000 . Deferred Debt Issuance Costs. Included in other assets on the Consolidated Balance Sheets are net deferred debt issuance costs of $23,623 and $28,226 at September 30, 2015 and 2014, respectively. We are amortizing these costs over the terms of the related debt. Customer Deposits. We offer certain of our customers prepayment programs which require customers to pay a fixed periodic amount or to otherwise prepay a portion of their anticipated propane purchases. Customer prepayments, in excess of associated billings, are classified as customer deposits and advances on the Consolidated Balance Sheets. Equity-Based Compensation. The General Partner may grant Common Unit awards (as further described in Note 11 ) to employees and non-employee directors under its Common Unit plans, and employees of the General Partner may be granted stock options for UGI Common Stock. All of our equity-based compensation is measured at fair value on the grant date, date of modification or end of the period, as applicable, and recognized in earnings over the requisite service period. Depending upon the settlement terms of the awards, all or a portion of the fair value of equity-based awards may be presented as a liability or as equity on our Consolidated Balance Sheets. Equity-based compensation costs associated with the portion of Common Unit awards classified as equity are measured based upon their estimated fair value on the date of grant or modification. Equity-based compensation costs associated with the portion of Common Unit awards classified as liabilities are measured based upon their estimated fair value at the grant date and remeasured as of the end of each period. For a further description of our equity-based compensation plans and related disclosures, see Note 11 . Environmental Matters. We are subject to environmental laws and regulations intended to mitigate or remove the effect of past operations and improve or maintain the quality of the environment. These laws and regulations require the removal or remedy of the effect on the environment of the disposal or release of certain specified hazardous substances at current or former operating sites. Environmental reserves are accrued when assessments indicate that it is probable that a liability has been incurred and an amount can reasonably be estimated and represent our best estimate of costs expected to be incurred or, if no best estimate can be made, the minimum liability associated with a range of expected environmental investigation and remediation costs. At September 30, 2015 and 2014 , the Partnership’s accrued liabilities for environmental investigation and cleanup costs were not material. 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 Partnership Agreement (see Note 5 ). 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 (loss) per limited partner unit computations: 2015 2014 2013 Net income attributable to AmeriGas Partners, L.P. $ 211,211 $ 289,893 $ 221,222 Adjust for general partner share and theoretical distributions of net income attributable to AmeriGas Partners, L.P. to the general partner in accordance with the two-class method for MLPs (33,845 ) (27,895 ) (22,639 ) Common Unitholders’ interest in net income attributable to AmeriGas Partners, L.P. under the two-class method for MLPs $ 177,366 $ 261,998 $ 198,583 Weighted average Common Units outstanding — basic (thousands) 92,910 92,876 92,832 Potentially dilutive Common Units (thousands) 67 70 78 Weighted average Common Units outstanding — diluted (thousands) 92,977 92,946 92,910 Theoretical distributions of net income attributable to AmeriGas Partners, L.P. in accordance with the two-class method for Fiscal 2015 , Fiscal 2014 and Fiscal 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 $0.02 , $0.01 , and $0.01 , respectively. |
Accounting Changes
Accounting Changes | 12 Months Ended |
Sep. 30, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Accounting Changes | Accounting Changes Adoption of New Accounting Standards Measurement of Inventory. During the fourth quarter of Fiscal 2015, the Partnership adopted new accounting guidance regarding the measurement of inventory. The new guidance amends existing guidance and requires inventory be measured at the lower of cost or net realizable value. Net realizable value is generally defined as estimated selling prices in the ordinary course of business less reasonably predictable costs of completion, disposal and transportation. We applied this guidance prospectively and the adoption of this guidance did not impact our results of operations, cash flows or financial position for Fiscal 2015. Business Combinations. During the fourth quarter of Fiscal 2015, the Partnership adopted new accounting guidance regarding accounting for measurement period adjustments associated with prior business combinations. The new guidance requires that an acquirer recognize adjustments to provisional amounts in the reporting period in which the adjustments are determined and record, in the same period’s financial statements, the effects on earnings of changes in depreciation, amortization and other income effects, if any, as a result of such adjustments. The new guidance also requires certain disclosures regarding amounts recorded in the current period that would have been recorded in previous reporting periods if such adjustments had been recognized as of the acquisition date. We applied this guidance prospectively and the adoption of this guidance did not have a material impact on our results of operations, cash flows or financial position for Fiscal 2015. Accounting Standards Not Yet Adopted Debt Issuance Costs. In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 Fiscal 2016. 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 entity 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, 2018 (Fiscal 2019) and allows for either full retrospective adoption or modified retrospective adoption. We have not yet selected a transition method and are currently evaluating the impact of adopting this guidance on our consolidated financial statements. |
Acquisitions
Acquisitions | 12 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions During Fiscal 2015, Fiscal 2014 and Fiscal 2013, AmeriGas OLP acquired a number of domestic retail propane distribution businesses for total net cash consideration of $20,840 , $15,746 and $19,946 , respectively. In conjunction with these acquisitions, liabilities of $4,160 in Fiscal 2015, $4,491 in Fiscal 2014 and $3,969 in Fiscal 2013 were incurred. The operating results of these businesses have been included in our operating results from their respective dates of acquisition. The total purchase price of these acquisitions has been allocated to the assets acquired and liabilities assumed as follows: 2015 2014 2013 Net current assets $ 1,609 $ 136 $ 691 Property, plant and equipment 5,880 6,916 5,167 Goodwill 10,940 6,751 12,481 Customer relationships and noncompete agreements (estimated useful life of 10 and 5 years, respectively) 7,279 6,434 5,576 Other (708 ) — — Total $ 25,000 $ 20,237 $ 23,915 The goodwill above is primarily the result of anticipated synergies between the acquired businesses and our existing propane business. The pro forma effects of these transactions were not material. |
Quarterly Distributions of Avai
Quarterly Distributions of Available Cash | 12 Months Ended |
Sep. 30, 2015 | |
Distributions Made to Members or Limited Partners [Abstract] | |
Quarterly Distributions of Available Cash | Quarterly Distributions of Available Cash The Partnership makes distributions to its partners approximately 45 days after the end of each fiscal quarter in a total amount equal to its Available Cash (as defined in the Partnership Agreement) for such quarter. Available Cash generally means: 1. all cash on hand at the end of such quarter, 2. plus all additional cash on hand as of the date of determination resulting from borrowings after the end of such quarter, 3. less the amount of cash reserves established by the General Partner in its reasonable discretion. The General Partner may establish reserves for the proper conduct of the Partnership’s business and for distributions during the next four quarters. Distributions of Available Cash are made 98% to limited partners and 2% to the General Partner (giving effect to the 1.01% interest of the General Partner in distributions of Available Cash from AmeriGas OLP to AmeriGas Partners) until Available Cash exceeds the Minimum Quarterly Distribution of $0.55 and the First Target Distribution of $0.055 per Common Unit (or a total of $0.605 per Common Unit). When Available Cash exceeds $0.605 per Common Unit in any quarter, the General Partner will receive a greater percentage of the total Partnership distribution (the “incentive distribution”) but only with respect to the amount by which the distribution per Common Unit to limited partners exceeds $0.605 . Quarterly distributions of Available Cash per limited partner unit paid during Fiscal 2015 , Fiscal 2014 and Fiscal 2013 were as follows: 2015 2014 2013 1st Quarter $ 0.88 $ 0.84 $ 0.80 2nd Quarter $ 0.88 $ 0.84 $ 0.80 3rd Quarter $ 0.92 $ 0.88 $ 0.84 4th Quarter $ 0.92 $ 0.88 $ 0.84 During Fiscal 2015 , Fiscal 2014 and Fiscal 2013 , the Partnership made quarterly distributions to Common Unitholders in excess of $0.605 per limited partner unit. As a result, the General Partner received a greater percentage of the total Partnership distribution than its aggregate 2% general partner interest in AmeriGas OLP and AmeriGas Partners. During Fiscal 2015 , Fiscal 2014 and Fiscal 2013 , the total amount of distributions received by the General Partner with respect to its aggregate 2% general partner ownership interests totaled $39,346 , $32,401 and $27,438 , respectively. Included in these amounts are incentive distributions received by the General Partner during Fiscal 2015 , Fiscal 2014 and Fiscal 2013 of $30,357 , $23,850 and $19,286 , respectively. |
Debt
Debt | 12 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt | Debt Long-term debt comprises the following at September 30: 2015 2014 AmeriGas Partners Senior Notes: 7.00%, due May 2022 $ 980,844 $ 980,844 6.75%, due May 2020 550,000 550,000 6.50%, due May 2021 270,001 270,001 6.25%, due August 2019 450,000 450,000 Heritage Operating, L.P. (“HOLP”) Senior Secured Notes 20,998 26,497 Other 11,653 14,392 Total long-term debt 2,283,496 2,291,734 Less: current maturities (9,679 ) (11,589 ) Total long-term debt due after one year $ 2,273,817 $ 2,280,145 Scheduled principal repayments of long-term debt for each of the next five fiscal years ending September 30 are as follows: Fiscal 2016 — $9,155 ; Fiscal 2017 — $6,050 ; Fiscal 2018 — $5,349 ; Fiscal 2019 — $454,986 ; Fiscal 2020 — $554,303 . AmeriGas Partners Senior Notes In order to finance the cash portion of AmeriGas Partners’ January 2012 acquisition of Energy Transfer Partner, L.P.’s (“ETP”) retail propane distribution business (“the Heritage Acquisition”), AmeriGas Finance Corp. and AmeriGas Finance LLC, wholly owned finance subsidiaries of AmeriGas Partners (the “Issuers”), issued $550,000 principal amount of 6.75% Notes due May 2020 and $1,000,000 principal amount of 7.00% Notes due May 2022. The 6.75% Notes and the 7.00% Notes are fully and unconditionally guaranteed on a senior unsecured basis by AmeriGas Partners. The Issuers have the right to redeem the 6.75% Notes, in whole or in part, at any time on or after May 20, 2016 and to redeem the 7.00% Notes, in whole or in part, at any time on or after May 20, 2017, subject to certain restrictions. A premium applies to redemptions of the 6.75% Notes and 7.00% Notes through May 2018 and May 2020, respectively. The 6.75% Notes and the 7.00% Notes and the guarantees rank equal in right of payment with all of AmeriGas Partners’ existing senior notes. In connection with the Heritage Acquisition, AmeriGas Partners, AmeriGas Finance Corp., AmeriGas Finance LLC and UGI entered into a Contingent Residual Support Agreement (“CRSA”) with ETP pursuant to which ETP will provide contingent, residual support of $1,500,000 of debt (“Supported Debt” as defined in the CRSA). HOLP Senior Secured Notes The Partnership’s total long-term debt at September 30, 2015 and 2014, includes $20,998 and $26,497 , respectively, of HOLP Senior Secured Notes including unamortized premium of $2,543 and $3,134 , respectively. The face interest rates on the HOLP Notes ranged from 7.89% to 8.87% with an effective interest rate of 6.75% . The HOLP Senior Secured Notes are collateralized by AmeriGas OLP’s receivables, contracts, equipment, inventory, general intangibles and cash. AmeriGas OLP Credit Agreement In June 2014, AmeriGas OLP entered into an Amended and Restated Credit Agreement (“Credit Agreement”) with a group of banks which provides for borrowings up to $525,000 (including a $125,000 sublimit for letters of credit) and expires in June 2019. The Credit Agreement permits AmeriGas OLP to borrow at prevailing interest rates, including the base rate, defined as the higher of the Federal Funds rate plus 0.50% or the agent bank’s prime rate, or at a one-week, one-, two-, three-, or six-month Eurodollar Rate, as defined in the Credit Agreement, plus a margin. Under the Credit Agreement, the applicable margin on base rate borrowings ranges from 0.50% to 1.50% ; the applicable margin on Eurodollar Rate borrowings ranges from 1.50% to 2.50% ; and the facility fee ranges from 0.30% to 0.45% . The aforementioned margins and facility fees are dependent upon AmeriGas Partners’ ratio of debt to earnings before interest expense, income taxes, depreciation and amortization (each as defined in the Credit Agreement). At September 30, 2015 and 2014 , there were $68,100 and $109,000 of borrowings outstanding under the Credit Agreement, which amounts are reflected as short-term borrowings on the Consolidated Balance Sheets. The weighted-average interest rates on borrowings under these credit agreements at September 30, 2015 and 2014 were 2.20% and 2.16% , respectively. Issued and outstanding letters of credit, which reduce available borrowings under these credit agreements, totaled $64,655 and $64,705 at September 30, 2015 and 2014 , respectively. Restrictive Covenants The AmeriGas Partners Senior Notes restrict the ability of the Partnership and AmeriGas OLP to, among other things, incur additional indebtedness, make investments, incur liens, issue preferred interests, prepay subordinated indebtedness, and effect mergers, consolidations and sales of assets. Under the Senior Notes indentures, AmeriGas Partners is generally permitted to make cash distributions equal to available cash, as defined, as of the end of the immediately preceding quarter, if certain conditions are met. These conditions include: 1. no event of default exists or would exist upon making such distributions and 2. the Partnership’s consolidated fixed charge coverage ratio, as defined, is greater than 1.75 -to-1. If the ratio in item 2 above is less than or equal to 1.75 -to-1, the Partnership may make cash distributions in a total amount not to exceed $75,000 less the total amount of distributions made during the immediately preceding 16 Fiscal quarters. At September 30, 2015 , the Partnership was not restricted by the consolidated fixed charge coverage ratio from making cash distributions. See the provisions of the Partnership Agreement relating to distributions of Available Cash in Note 5 . The HOLP Senior Secured Notes contain restrictive covenants including the maintenance of financial covenants and limitations on the disposition of assets, changes in ownership, additional indebtedness, restrictive payments and the creation of liens. The financial covenants require AmeriGas OLP to maintain a ratio of Consolidated Funded Indebtedness to Consolidated EBITDA (as defined) below certain thresholds and to maintain a minimum ratio of Consolidated EBITDA to Consolidated Interest Expense (as defined). The Credit Agreement restricts the incurrence of additional indebtedness and also restricts certain liens, guarantees, investments, loans and advances, payments, mergers, consolidations, asset transfers, transactions with affiliates, sales of assets, acquisitions and other transactions. The Credit Agreement requires that AmeriGas OLP and AmeriGas Partners maintain ratios of total indebtedness to EBITDA, as defined, below certain thresholds. In addition, the Partnership must maintain a minimum ratio of EBITDA to interest expense, as defined and as calculated on a rolling four-quarter basis. Generally, as long as no default exists or would result therefrom, AmeriGas OLP is permitted to make cash distributions not more frequently than quarterly in an amount not to exceed available cash, as defined, for the immediately preceding calendar quarter. At September 30, 2015 , the amount of net assets of the Partnership’s subsidiaries that was restricted from transfer as a result of the amount of Available Cash, computed in accordance with the Partnership Agreement, applicable debt agreements and AmeriGas OLP’s partnership agreement, totaled approximately $ 3,100,000 . |
Employee Retirement Plans
Employee Retirement Plans | 12 Months Ended |
Sep. 30, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Retirement Plans | Employee Retirement Plans The General Partner sponsors a 401(k) savings plan for eligible employees. Participants in the savings plan may contribute a portion of their compensation on a before-tax basis. Generally, employee contributions are matched on a dollar-for-dollar ( 100% ) basis up to 5% of eligible compensation. The cost of benefits under our savings plan was $11,435 in Fiscal 2015 , $11,237 in Fiscal 2014 and $10,777 in Fiscal 2013 . The General Partner also sponsors a nonqualified deferred compensation plan and a nonqualified supplemental executive retirement plan. These plans provide benefits to executives that would otherwise be provided under the Partnership’s retirement plans but are prohibited due to limitations imposed by the Internal Revenue Service. Costs associated with these plans were not material in Fiscal 2015 , Fiscal 2014 and Fiscal 2013 . |
Inventories
Inventories | 12 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories comprise the following at September 30: 2015 2014 Propane gas $ 68,076 $ 157,032 Materials, supplies and other 20,354 19,680 Appliances for sale 5,504 5,234 Total inventories $ 93,934 $ 181,946 In addition to inventories on hand, we also enter into contracts to purchase propane to meet a portion of our supply requirements. Generally, these contracts are one - to three -year agreements subject to annual price and quantity adjustments. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment comprise the following at September 30: 2015 2014 Land $ 140,129 $ 142,505 Buildings and improvements 190,625 188,183 Transportation equipment 257,454 243,437 Storage facilities 256,854 248,757 Equipment, primarily cylinders and tanks 1,636,502 1,598,120 Other, including work in progress 212,496 205,675 Gross property, plant and equipment 2,694,060 2,626,677 Less accumulated depreciation and amortization (1,369,733 ) (1,239,767 ) Net property, plant and equipment $ 1,324,327 $ 1,386,910 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Changes in the carrying amount of goodwill are as follows: Balance September 30, 2013 $ 1,936,608 Acquisitions 6,751 Purchase accounting adjustments (2,684 ) Goodwill push-down adjustment associated with prior-year acquisition 5,073 Balance September 30, 2014 1,945,748 Acquisitions 10,940 Balance September 30, 2015 $ 1,956,688 The Partnership’s intangible assets comprise the following at September 30: 2015 2014 Customer relationships and noncompete agreements $ 514,333 $ 519,103 Trademarks and tradenames (not subject to amortization) 82,944 82,944 Gross carrying amount 597,277 602,047 Accumulated amortization (163,564 ) (137,709 ) Intangible assets, net $ 433,713 $ 464,338 Amortization expense of intangible assets was $37,905 , $38,428 and $38,810 in Fiscal 2015 , Fiscal 2014 and Fiscal 2013 , respectively. Estimated amortization expense of intangible assets during the next five fiscal years is as follows: Fiscal 2016 — $37,110 ; Fiscal 2017 — $34,946 ; Fiscal 2018 — $33,586 ; Fiscal 2019 — $32,390 ; Fiscal 2020 — $31,207 . |
Partners' Capital and Incentive
Partners' Capital and Incentive Compensation Plans | 12 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Partners' Capital and Incentive Compensation Plans | Partners’ Capital and Incentive Compensation Plans In accordance with the Partnership Agreement, the General Partner may, in its sole discretion, cause the Partnership to issue an unlimited number of additional Common Units and other equity securities of the Partnership ranking on a parity with the Common Units. The General Partner grants equity-based awards to employees and non-employee directors comprising grants of AmeriGas Partners equity instruments as further described below. We recognized total pre-tax equity-based compensation expense of $5,635 , $4,286 and $4,647 in Fiscal 2015 , Fiscal 2014 and Fiscal 2013 , respectively. Under the AmeriGas Propane, Inc. 2010 Long-Term Incentive Plan on Behalf of AmeriGas Partners, L.P. (“2010 Propane Plan”), the General Partner may award to employees and non-employee directors grants of Common Units (comprising “AmeriGas Stock Units” and “AmeriGas Performance Units”), options, phantom units, unit appreciation rights and other Common Unit-based awards. The total aggregate number of Common Units that may be issued under the 2010 Propane Plan is 2,800,000 . The exercise price for options may not be less than the fair market value on the date of grant. Awards granted under the 2010 Propane Plan may vest immediately or ratably over a period of years, and options can be exercised no later than ten years from the grant date. In addition, the 2010 Propane Plan provides that Common Unit-based awards may also provide for the crediting of Common Unit distribution equivalents to participants’ accounts. AmeriGas Stock Unit and AmeriGas Performance Unit awards entitle the grantee to AmeriGas Partners Common Units or cash once the service condition is met and, with respect to AmeriGas Performance Units, subject to market performance conditions, and for certain awards granted in January 2015, actual net customer acquisition and retention performance. Recipients of AmeriGas Performance Units are awarded a target number of AmeriGas Performance Units. The number of AmeriGas Performance Units ultimately paid at the end of the performance period (generally three years ) may be higher or lower than the target number, or it may be zero. For that portion of Performance Unit awards whose ultimate payout is based upon market-based conditions (as further described below), the number of awards ultimately paid is based upon AmeriGas Partners’ Total Unitholder Return (“TUR”) percentile rank relative to entities in a master limited partnership peer group (“Alerian MLP Group”) and, for certain AmeriGas Performance Awards granted beginning in January 2014, based upon AmeriGas Partners’ TUR relative to the two other publicly traded propane master limited partnerships in the Alerian MLP Group (“Propane MLP Group”). For Performance Unit awards granted in January 2015, the number of AmeriGas Performance Units ultimately paid is based upon AmeriGas Partner’s TUR percentile rank relative to entities in the Alerian MLP Group as modified by AmeriGas Partners’ performance relative to the Propane MLP Group. With respect to AmeriGas Performance Unit awards subject to measurement compared with the Alerian MLP Group, grantees may receive from 0% to 200% of the target award granted. For grants issued before January 1, 2013, grantees of AmeriGas Performance Units will not be paid if AmeriGas Partners’ TUR is below the 40th percentile of the Alerian MLP Group. At the 40th percentile, the grantee will be paid an award equal to 50% of the target award; at the 50th percentile, 100% ; at the 60th percentile, 125% ; at the 75th percentile, 150% ; at the 90th percentile, 175% ; and at the 100th percentile, 200% . The actual amount of the award is interpolated between these percentile rankings. For such grants issued on or after January 1, 2013, if AmeriGas Partners’ TUR is below the 25th percentile compared to the peer group, the grantee will not be paid. At the 25th percentile, the employee will be paid an award equal to 25% of the target award; at the 40th percentile, 70% ; at the 50th percentile, 100% ; at the 60th percentile, 125% ; at the 75th percentile, 162.5% ; and at the 90th percentile or above, 200% . For such grants issued in January 2015, the amount ultimately paid shall be modified based upon AmeriGas Partners’ TUR ranking relative to the Propane MLP Group over the performance period (“MLP Modifier”). Such modification ranges from 70% to 130% , but in no event shall the amount ultimately paid, after such modification, exceed 200% of the target award grant. With respect to AmeriGas Performance Unit awards granted in January 2014 subject to measurement compared with the Propane MLP Group, grantees will receive 150% of the target award if AmeriGas Partners’ TUR exceeds the TUR of all the other members of the Propane MLP Group. Otherwise there will be no payout of such AmeriGas Performance Units. If one of the other two members of the Propane MLP Group ceases to exist as a publicly traded company or declares bankruptcy (“MLP Event”) and, depending upon the timing of such MLP Event, the ultimate amount of such AmeriGas Performance Unit awards to be issued pursuant to the January 2014 grant, and the amount of distribution equivalents to be paid, will depend upon AmeriGas Partners’ TUR rank relative to (1) the Alerian MLP Group for the entire performance period; (2) the Alerian MLP Group for the entire performance period and the Propane MLP Group (through the date of the MLP Event); or (3) the Propane MLP Group through the date of the MLP Event. For those performance awards granted in January 2015 that are subject to the MLP Modifier, if an MLP Event were to occur during the performance period such MLP Modifier would be based upon AmeriGas Partners’ TUR rank as determined in (1),(2) or (3) above, as appropriate. With respect to AmeriGas Performance Unit awards granted in January 2015 whose payout is based upon net customer gain and retention performance, grantees may ultimately receive between 0% and 200% of the target award based upon the annual actual net customer gain and retention performance as adjusted for the net customer gain and retention performance over the three years performance period. Any Common Unit distribution equivalents earned are paid in cash. Generally, except in the event of retirement, death or disability, each grant, unless paid, will terminate when the participant ceases to be employed by the General Partner. There are certain change of control and retirement eligibility conditions that, if met, generally result in accelerated vesting or elimination of further service requirements. Under GAAP, AmeriGas Performance Unit awards that are subject to market-based conditions are equity awards which, if settled in Common Units, results in the recognition of compensation cost over the requisite employee service period regardless of whether the market-based condition is satisfied. The fair values of AmeriGas Performance Units subject to market-based conditions are estimated using a Monte Carlo valuation model. The fair value associated with the target award which will be paid in Common Units, is accounted for as equity, and the fair value of the award over the target, as well as all Common Unit distribution equivalents, which will be paid in cash, is accounted for as a liability. For purposes of valuing AmeriGas Performance Unit awards that are subject to market-based conditions, expected volatility is based on the historical volatility of Common Units over a three year period. The risk-free interest rate is based on the rates on U.S. Treasury bonds at the time of grant. Volatility for all entities in the peer group is based on historical volatility. The expected term of the AmeriGas Performance Unit awards is three years based on the performance period. AmeriGas Performance Unit awards whose ultimate payout is based upon net customer acquisition and retention performance measures are recorded as expense when it is probable all or a portion of the award will be paid. The fair value associated with the target award is the market price of the Common Units on the date of grant. The fair value of the award over the target, as well as all Common Unit distribution equivalents, which will be paid in cash, is accounted for as a liability. The following table summarizes the weighted-average assumptions used to determine the fair value of AmeriGas Performance Unit awards subject to market-based conditions and related compensation costs: Grants Awarded in Fiscal Year 2015 2014 2013 Risk-free rate 0.9 % 0.8 % 0.4 % Expected life 3 years 3 years 3 years Expected volatility 19.2 % 21.1 % 20.7 % Dividend Yield 6.8 % 7.5 % 8.2 % The General Partner granted awards under the 2010 Propane Plan representing 80,336 , 86,458 and 65,136 Common Units in Fiscal 2015 , Fiscal 2014 and Fiscal 2013 , respectively, having weighted-average grant date fair values per Common Unit subject to award of $61.00 , $43.34 and $42.58 , respectively. At September 30, 2015 , 2,416,473 Common Units were available for future award grants under the 2010 Propane Plan. The following table summarizes AmeriGas Common Unit-based award activity for Fiscal 2015 : Total Vested Non-Vested Number of Common Units Subject to Award Weighted Average Grant Date Fair Value (per Unit) Number of Common Units Subject to Award Weighted Average Grant Date Fair Value (per Unit) Number of Common Units Subject to Award Weighted Average Grant Date Fair Value (per Unit) September 30, 2014 200,235 $ 44.82 37,207 $ 44.27 163,028 $ 44.95 AmeriGas Performance Units: Granted 65,525 $ 64.02 3,290 $ 64.85 62,235 $ 63.97 Forfeited (12,110 ) $ 55.09 — $ — (12,110 ) $ 55.09 Vested — $ — 39,516 $ 46.39 (39,516 ) $ 46.39 Performance criteria not met (37,981 ) $ 48.24 (37,981 ) $ 48.24 — $ — AmeriGas Stock Units: Granted 14,811 $ 47.65 8,011 $ 48.93 6,800 $ 46.13 Forfeited (4,177 ) $ 50.89 — $ — (4,177 ) $ 50.89 Vested — $ — 30,577 $ 47.57 (30,577 ) $ 47.57 Awards paid (33,720 ) $ 47.65 (33,720 ) $ 47.65 — $ — September 30, 2015 192,583 $ 49.70 46,900 $ 44.97 145,683 $ 51.22 During Fiscal 2015 , Fiscal 2014 and Fiscal 2013 , the Partnership paid AmeriGas Performance Unit and AmeriGas Stock Unit awards in Common Units and cash as follows: 2015 2014 2013 AmeriGas Performance Unit awards: Number of Common Units subject to original Awards granted 55,750 41,251 48,150 Fiscal year granted 2012 2011 2010 Payment of awards: AmeriGas Partners Common Units issued — — — Cash paid $ — $ — $ — AmeriGas Stock Unit awards: Number of Common Units subject to original Awards granted 42,532 72,023 35,934 Payment of awards: AmeriGas Partners Common Units issued 21,509 40,842 23,192 Cash paid $ 789 $ 1,364 $ 629 As of September 30, 2015 , there was $1,108 of unrecognized equity-based compensation expense related to non-vested UGI stock options that is expected to be recognized over a weighted-average period of 1.8 years. As of September 30, 2015 , there was a total of approximately $2,699 of unrecognized compensation cost associated with 192,583 Common Units subject to award that is expected to be recognized over a weighted-average period of 1.6 years. The total fair values of Common Unit-based awards that vested during Fiscal 2015 , Fiscal 2014 and Fiscal 2013 were $2,625 , $4,100 and $2,752 , respectively. As of September 30, 2015 and 2014 , total liabilities of $3,326 and $1,513 associated with Common Unit-based awards are reflected in employee compensation and benefits accrued and other noncurrent liabilities in the Consolidated Balance Sheets. It is the Partnership’s practice to issue new AmeriGas Partners Common Units for the portion of any Common Unit-based awards paid in AmeriGas Partners Common Units. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments We lease various buildings and other facilities and vehicles, computer and office equipment under operating leases. Certain of the leases contain renewal and purchase options and also contain step-rent provisions. Our aggregate rental expense for such leases was $67,304 in Fiscal 2015 , $63,055 in Fiscal 2014 and $63,585 in Fiscal 2013 . Minimum future payments under noncancelable operating leases are as follows: Year Ending September 30, 2016 $ 57,359 2017 48,399 2018 43,204 2019 37,446 2020 35,761 Thereafter 96,046 Total minimum operating lease payments $ 318,215 Certain of our operating lease arrangements, primarily vehicle leases with remaining lease terms of one to ten years, have residual value guarantees. At the end of the lease term, we guarantee that the fair value of the equipment will equal or exceed the guaranteed amount or we will pay the lessors the difference. Although such fair values at the end of the leases have historically exceeded the guaranteed amount, at September 30, 2015 , the maximum potential amount of future payments under lease guarantees, assuming the leased equipment was deemed worthless at the end of the lease term, was approximately $32,389 . The fair values of residual lease guarantees were not material at September 30, 2015 . The Partnership enters into fixed-price and variable-price contracts with suppliers to purchase a portion of its propane supply requirements. Obligations under these contracts existing at September 30, 2015 , are: Fiscal 2016 - $53,534 and Fiscal 2017 - $4,743 . The Partnership also enters into contracts to purchase propane to meet additional supply requirements. Generally, these contracts are one - to three -year agreements subject to annual price and quantity adjustments. Contingencies Purported Class Action Lawsuit. Between May and October 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 an appeal with the United States Court of Appeals for the Eighth Circuit. The indirect customers have filed an amended complaint claiming injunctive relief and state law claims under Wisconsin, Maine, and Vermont law. 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 matters 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 financial position, results of operations or cash flows. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 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 $576,135 in Fiscal 2015 , $555,401 in Fiscal 2014 , and $540,273 in Fiscal 2013 , 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 $22,624 in Fiscal 2015 , $20,531 in Fiscal 2014 and $18,568 in Fiscal 2013 . 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 $2,985 in Fiscal 2015 , $3,989 in Fiscal 2014 and $4,543 in Fiscal 2013 . 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. There were no purchases of propane by AmeriGas OLP from Energy Services in Fiscal 2015 . Purchases of propane by AmeriGas OLP from Energy Services totaled $850 and $1,979 during Fiscal 2014 and Fiscal 2013 , respectively. In addition, the Partnership sells propane to affiliates of UGI. Sales of propane to affiliates of UGI totaled $1,216 , $1,212 and $1,340 during Fiscal 2015 , Fiscal 2014 and Fiscal 2013 , 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 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 $991 for Fiscal 2015 . |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
Sep. 30, 2015 | |
Payables and Accruals [Abstract] | |
Other Current Liabilities | Other Current Liabilities Other current liabilities comprise the following at September 30: 2015 2014 Litigation, property and casualty liabilities $ 40,216 $ 35,933 Taxes other than income taxes 12,950 16,353 Propane exchange liabilities — 21,402 Deferred tank fee revenue 22,232 21,239 Other 19,836 16,169 Total other current liabilities $ 95,234 $ 111,096 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table presents on a gross basis our financial 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 described in Note 2 , as of September 30, 2015 and 2014 : Asset (Liability) Level 1 Level 2 Level 3 Total September 30, 2015: Derivative instruments: Assets: Commodity contracts $ — $ 1,242 $ — $ 1,242 Liabilities: Commodity contracts $ — $ (58,579 ) $ — $ (58,579 ) September 30, 2014 Derivative instruments: Assets: Commodity contracts $ — $ 3,065 $ — $ 3,065 Liabilities: Commodity contracts $ — $ (9,472 ) $ — $ (9,472 ) 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 September 30, 2015 , the carrying amount and estimated fair value of our long-term debt (including current maturities) were $2,283,496 and $2,325,741 , respectively. At September 30, 2014 , the carrying amount and estimated fair value of our long-term debt (including current maturities) were $2,291,734 and $2,395,332 , 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 from trade accounts receivable is limited because we have a large customer base which extends across many different U.S. markets. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 12 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | 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. 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 September 30, 2015 and 2014 , total volumes associated with propane commodity derivatives totaled 345.9 million gallons and 266.9 million gallons, respectively. At September 30, 2015 , the maximum period over which we are economically hedging propane market price risk is 39 months. At September 30, 2015 , there were no amounts remaining in AOCI associated with commodity cash flow hedges. Interest Rate Risk Our long-term debt is typically issued at fixed rates of interest. As these long-term debt issues mature, we typically refinance such debt with new debt having interest rates reflecting then-current market conditions. In order to reduce market rate risk on the underlying benchmark rate of interest associated with near- to medium-term forecasted issuances of fixed-rate debt, from time to time we enter into interest rate protection agreements (“IRPAs”). We account for IRPAs as cash flow hedges. At September 30, 2015 or 2014 , we had no settled or unsettled IRPAs. 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. Although we have concentrations of credit risk associated with derivative instruments held by certain derivative instrument counterparties, the maximum amount of loss due to credit risk that, based upon the gross fair values of the derivative instruments, we would incur if these counterparties that make up the concentration failed to perform according to the terms of their contracts was not material at September 30, 2015 . 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 September 30, 2015 , if the credit-risk-related contingent features were triggered, the amount of collateral required to be posted would not be material. Offsetting Derivative Assets and Liabilities Derivative assets and liabilities are presented net by counterparty on our 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 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. Fair Value of Derivative Instruments The following table presents our derivative assets and liabilities by type, as well as the effects of offsetting, as of September 30, 2015 and 2014 : 2015 2014 Derivative assets: Derivatives designated as hedging instruments: Propane contracts $ — $ 2,278 Derivatives not designated as hedging instruments: Propane contracts 1,242 787 Total derivative assets - gross 1,242 3,065 Gross amounts offset in the balance sheet (1,242 ) (2,793 ) Total derivative assets - net $ — $ 272 Derivative liabilities: Derivatives designated as hedging instruments: Propane contracts $ — $ (217 ) Derivatives not designated as hedging instruments: Propane contracts (58,579 ) (9,255 ) Total derivative liabilities - gross (58,579 ) (9,472 ) Gross amounts offset in the balance sheet 1,242 2,793 Cash collateral pledged 2,160 — Total derivative liabilities - net $ (55,177 ) $ (6,679 ) Effect of Derivative Instruments The following table provides information on the effects of derivative instruments on the Consolidated Statements of Operations and changes in AOCI and noncontrolling interest for Fiscal 2015 , Fiscal 2014 and Fiscal 2013 : Gain Recognized in AOCI and Noncontrolling Interest Gain (Loss) Reclassified from AOCI and Noncontrolling Interest into Income Location of Gain (Loss) Reclassified from AOCI and Noncontrolling Interest into Income 2015 2014 2013 2015 2014 2013 Cash Flow Hedges: Propane contracts $ — $ 44,203 $ 6,647 $ 2,822 $ 56,517 $ (52,503 ) Cost of sales - propane Gain (Loss) Location of Gain (Loss) Recognized in Income Recognized in Income 2015 2014 2013 Derivatives Not Designated as Hedging Instruments: Propane contracts $ (209,351 ) $ (4,863 ) $ 1,848 Cost of sales - propane For those derivative instruments accounted for as cash flow hedges during Fiscal 2014 or Fiscal 2013 , 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. |
Other Income, Net
Other Income, Net | 12 Months Ended |
Sep. 30, 2015 | |
Other Income and Expenses [Abstract] | |
Other Income, Net | Other Income, Net Other income, net, comprises the following: 2015 2014 2013 Gains on sales of fixed assets $ 14,260 $ 6,524 $ 4,115 Finance charges 12,665 17,459 21,390 Other 4,430 3,467 6,998 Total other income, net $ 31,355 $ 27,450 $ 32,503 |
Quarterly Data (Unaudited)
Quarterly Data (Unaudited) | 12 Months Ended |
Sep. 30, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Data (Unaudited) | Quarterly Data (Unaudited) The following unaudited quarterly data includes all adjustments (consisting only of normal recurring adjustments with the exception of those indicated below) which we consider necessary for a fair presentation unless otherwise indicated. Our quarterly results fluctuate because of the seasonal nature of our propane business. December 31, March 31, June 30, September 30, 2014 2013 2015 2014 2015 2014 2015 2014 Revenues $ 888,792 $ 1,045,826 $ 1,100,317 $ 1,493,623 $ 477,977 $ 613,237 $ 418,236 $ 560,249 Operating income (loss) $ 2,340 $ 179,693 $ 371,681 $ 284,922 $ 15,635 $ 4,426 $ (8,947 ) $ (6,408 ) Net (loss) income including noncontrolling interest $ (39,564 ) $ 136,672 $ 329,779 $ 242,950 $ (25,441 ) $ (37,749 ) $ (49,805 ) $ (47,432 ) Net (loss) income attributable to AmeriGas Partners, L.P. $ (39,571 ) $ 134,898 $ 326,055 $ 240,103 $ (25,578 ) $ (37,761 ) $ (49,695 ) $ (47,347 ) Income (loss) per limited partner unit (a): Basic $ (0.49 ) $ 1.14 $ 2.18 $ 1.71 $ (0.37 ) $ (0.47 ) $ (0.62 ) $ (0.58 ) Diluted $ (0.49 ) $ 1.14 $ 2.17 $ 1.71 $ (0.37 ) $ (0.47 ) $ (0.62 ) $ (0.58 ) (a) Theoretical distributions of net income (loss) attributable to AmeriGas Partners, L.P. in accordance with accounting guidance regarding the application of the two-class method for determining earnings per share (see Note 2 ) resulted in a different allocation of net income attributable to AmeriGas Partners, L.P. to the General Partner and the limited partners in the computation of income per limited partner unit which had the effect of decreasing quarterly earnings per limited partner unit for the quarters ended December 31 and March 31 as follows: December 31, March 31, Quarter ended: 2014 2013 2015 2014 Decrease in income per limited partner unit $ — $ (0.24 ) $ (1.23 ) $ (0.79 ) |
Condensed Financial Information
Condensed Financial Information of Registrant (Parent Company) | 12 Months Ended |
Sep. 30, 2015 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Condensed Financial Information Of Registrant (Parent Company) | CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY) BALANCE SHEETS (Thousands of dollars) September 30, 2015 2014 ASSETS Current assets: Cash $ 8,842 $ 4,746 Accounts receivable — related party 499 3,147 Prepayments and other current assets — 1,155 Total current assets 9,341 9,048 Investment in AmeriGas Propane, L.P. 3,434,114 3,588,863 Other assets 19,872 23,610 Total assets $ 3,463,327 $ 3,621,521 LIABILITIES AND PARTNERS’ CAPITAL Current liabilities: Accounts payable and other liabilities $ 604 $ 500 Accrued interest 47,662 47,662 Total current liabilities 48,266 48,162 Long-term debt 2,250,845 2,250,845 Commitments and contingencies Partners’ capital: Common unitholders 1,145,291 1,299,260 General partner 18,925 20,460 Accumulated other comprehensive income — 2,794 Total partners’ capital 1,164,216 1,322,514 Total liabilities and partners’ capital $ 3,463,327 $ 3,621,521 Commitments and Contingencies Scheduled principal repayments of long-term debt during the next five fiscal years include $450,000 in Fiscal 2019 and $550,000 in Fiscal 2020. AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES SCHEDULE I — CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY) STATEMENTS OF OPERATIONS (Thousands of dollars) Year Ended September 30, 2015 2014 2013 Operating expenses, net $ (1,517 ) $ (258 ) $ (289 ) Interest expense (155,510 ) (155,510 ) (154,593 ) Loss before income taxes (157,027 ) (155,768 ) (154,882 ) Income tax (benefit) expense (6 ) 6 1 Loss before equity in income of AmeriGas Propane, L.P. (157,021 ) (155,774 ) (154,883 ) Equity in income of AmeriGas Propane, L.P. 368,232 445,667 376,105 Net income attributable to AmeriGas Partners 211,211 289,893 221,222 Equity in other comprehensive (loss) income of AmeriGas Propane, L.P. (2,794 ) (12,192 ) 58,555 Comprehensive income attributable to AmeriGas Partners $ 208,417 $ 277,701 $ 279,777 General partner’s interest in net income attributable to AmeriGas Partners $ 32,469 $ 26,749 $ 21,498 Limited partners’ interest in net income attributable to AmeriGas Partners $ 178,742 $ 263,144 $ 199,724 Income per limited partner unit — basic and diluted $ 1.91 $ 2.82 $ 2.14 Average limited partner units outstanding — basic (thousands) 92,910 92,876 92,832 Average limited partner units outstanding — diluted (thousands) 92,977 92,946 92,910 AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES SCHEDULE I — CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY) STATEMENTS OF CASH FLOWS (Thousands of dollars) Year Ended September 30, 2015 2014 2013 NET CASH PROVIDED BY OPERATING ACTIVITIES (a) $ 368,987 $ 348,704 $ 325,320 CASH FLOWS FROM FINANCING ACTIVITIES: Distributions (368,426 ) (346,744 ) (327,000 ) Proceeds associated with equity based compensation plans, net of tax withheld 3,501 2,499 1,221 Capital contribution from General Partner 34 25 13 Net cash used by financing activities (364,891 ) (344,220 ) (325,766 ) Increase (decrease) in cash and cash equivalents $ 4,096 $ 4,484 $ (446 ) CASH AND CASH EQUIVALENTS: End of year $ 8,842 $ 4,746 $ 262 Beginning of year 4,746 262 708 Increase (decrease) $ 4,096 $ 4,484 $ (446 ) (a) Includes cash distributions received from AmeriGas Propane, L.P. of $519,885 , $498,204 and $478,458 for the years ended September 30, 2015 , 2014 and 2013 , respectively. |
Valuation and Qualifying Accoun
Valuation and Qualifying Accounts | 12 Months Ended |
Sep. 30, 2015 | |
Valuation and Qualifying Accounts [Abstract] | |
Valuation and Qualifying Accounts | VALUATION AND QUALIFYING ACCOUNTS (Thousands of dollars) Balance at beginning of year Charged to costs and expenses Other Balance at end of year Year Ended September 30, 2015 Reserves deducted from assets in the consolidated balance sheet: Allowance for doubtful accounts $ 17,681 $ 15,800 $ (21,224 ) (1) $ 12,257 Year Ended September 30, 2014 Reserves deducted from assets in the consolidated balance sheet: Allowance for doubtful accounts $ 18,552 $ 26,403 $ (27,274 ) (1) $ 17,681 Year Ended September 30, 2013 Reserves deducted from assets in the consolidated balance sheet: Allowance for doubtful accounts $ 17,217 $ 16,477 $ (15,142 ) (1) $ 18,552 (1) Uncollectible accounts written off, net of recoveries. |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation. Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). 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. Certain prior-year amounts have been reclassified to conform to the current-year presentation. |
Principles of Consolidation | Principles of Consolidation. The 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 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 consolidated financial statements. |
Finance Corps | Finance Corps. 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. |
Fair Value Measurements | Fair Value Measurements. The Company applies fair value measurements on a recurring and, as otherwise required under GAAP, also on a nonrecurring basis. Fair value measurements performed on a recurring basis principally relate to derivative instruments. GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). A level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. We use the following fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels: • Level 1 — Quoted prices (unadjusted) in active markets for identical assets and liabilities that we have the ability to access at the measurement date. • Level 2 — Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived from observable market data by correlation or other means. • Level 3 — Unobservable inputs for the asset or liability including situations where there is little, if any, market activity for the asset or liability. Fair value is based upon assumptions that market participants would use when pricing an asset or liability, including assumptions about risk and risks inherent in valuation techniques and inputs to valuations. This includes not only the credit standing of counterparties and credit enhancements but also the impact of our own nonperformance risk on our liabilities. We evaluate the need for credit adjustments to our derivative instrument fair values. These credit adjustments were not material to the fair values of our derivative instruments. |
Derivative Instruments | Derivative Instruments. Derivative instruments are reported in the Consolidated Balance Sheets at their fair values, unless the derivative instruments qualify for the normal purchase and normal sale (“NPNS”) exception under GAAP. The accounting for changes in fair value depends upon the purpose of the derivative instrument and whether it is designated and qualifies for hedge accounting. Prior to April 1, 2014, substantially all of our derivative financial instruments were designated and qualified as cash flow hedges. For cash flow hedges, changes in the fair values of derivative instruments are recorded in accumulated other comprehensive income (“AOCI”) or noncontrolling interest, to the extent effective at offsetting changes in the hedged item, until earnings are affected by such hedged item. We discontinue cash flow hedge accounting if the occurrence of the forecasted transaction is determined to be no longer probable. Hedge accounting is also discontinued for derivatives that cease to be highly effective. Effective April 1, 2014, the Partnership determined that on a prospective basis, it would no longer elect cash flow hedge accounting for its commodity derivative instruments. Effective October 1, 2014, the Partnership de-designated its remaining commodity derivative instruments accounted for as cash flow hedges. Changes in the fair values of these derivative instruments are reflected in cost of sales on the Consolidated Statements of Operations. Cash flows from derivative instruments are included in cash flows from operating activities. For a more detailed description of the derivative instruments we use, our accounting for derivatives, our objectives for using them and other information, see Note 16 . |
Revenue Recognition | Revenue Recognition. Revenues from the sale of propane are recognized principally upon delivery. Revenues from the sale of appliances and equipment are recognized at the later of sale or installation. Revenues from repair or maintenance services are recognized upon completion of services. Revenues from annually billed fees are recorded on a straight-line basis over one year. We present revenue-related taxes collected on behalf of customers and remitted to taxing authorities, principally sales and use taxes, on a net basis. |
Accounts Receivable | Accounts Receivable Accounts receivable are reported on the Consolidated Balance Sheets at the gross outstanding amount adjusted for an allowance for doubtful accounts. Accounts receivable that are acquired are initially recorded at fair value on the date of acquisition. Provisions for uncollectible accounts are established based upon our collection experience and the assessment of the collectability of specific amounts. Accounts receivable are written off in the period in which the receivable is deemed uncollectible. |
Delivery Expenses | Delivery Expenses. Expenses associated with the delivery of propane to customers (including vehicle expenses, expenses of delivery personnel, vehicle repair and maintenance and general liability expenses) are classified as operating and administrative expenses on the Consolidated Statements of Operations. Depreciation expense associated with delivery vehicles is classified in depreciation on the Consolidated Statements of Operations. |
Income Taxes | Income Taxes. AmeriGas Partners and the Operating Partnership are not directly subject to federal income taxes. Instead, their taxable income or loss is allocated to their individual partners. The Operating Partnership has corporate subsidiaries which are directly subject to federal and state income taxes. Accordingly, our consolidated financial statements reflect income taxes related to these corporate subsidiaries. Legislation in certain states allows for taxation of partnerships’ income and the accompanying financial statements reflect state income taxes resulting from such legislation. Net income for financial statement purposes may differ significantly from taxable income reportable to unitholders. This is a result of (1) differences between the tax basis and financial reporting basis of assets and liabilities and (2) the taxable income allocation requirements of the Fourth Amended and Restated Agreement of Limited Partnership of AmeriGas Partners, L.P., as amended (“Partnership Agreement”) and the Internal Revenue Code. |
Comprehensive Income | Comprehensive Income. Comprehensive income comprises net income and other comprehensive income (loss). Other comprehensive income (loss) principally results from gains and losses on derivative instruments qualifying as cash flow hedges, net of reclassifications to net income. |
Cash and Cash Equivalents | Cash and Cash Equivalents. All highly liquid investments with maturities of three months or less when purchased are classified as cash equivalents. |
Inventories | Inventories. At September 30, 2015, our inventories are stated at the lower of cost or net realizable value and, prior to September 30, 2015, the lower of cost or market. We determine cost using an average cost method for propane, specific identification for appliances and the first-in, first-out (“FIFO”) method for all other inventories. During the fourth quarter of Fiscal 2015, the Partnership adopted new accounting guidance regarding the measurement of inventory which simplified the determination of market value. The adoption of the new guidance did not impact the valuation of our inventories (see Note 3 ). |
Property, Plant and Equipment and Related Depreciation | Property, Plant and Equipment and Related Depreciation. We record property, plant and equipment at cost. The amounts we assign to property, plant and equipment of acquired businesses are based upon estimated fair value at date of acquisition. We compute depreciation expense on plant and equipment using the straight-line method over estimated service lives generally ranging from 15 to 40 years for buildings and improvements; 6 to 30 years for storage and customer tanks and cylinders; and 3 to 10 years for vehicles, equipment and office furniture and fixtures. Costs to install Partnership-owned tanks at customer locations, net of amounts billed to customers, are capitalized and depreciated over the estimated period of benefit not exceeding 10 years. We include in property, plant and equipment costs associated with computer software we develop or obtain for use in our business. We amortize computer software costs on a straight-line basis over expected periods of benefit not exceeding 10 years once the installed software is ready for its intended use. |
Segment Information | Segment Information. We have determined that we have a single reportable operating segment that engages in the distribution of propane and related equipment and supplies. No single customer represents ten percent or more of consolidated revenues. In addition, substantially all of our revenues are derived from sources within the United States and substantially all of our long-lived assets are located in the United States. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets. In accordance with GAAP relating to intangible assets, we amortize intangible assets over their estimated useful lives unless we determine their lives to be indefinite. Estimated useful lives of definite-lived intangible assets, consisting of customer relationships and noncompete agreements, do not exceed 15 years. We review definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the associated carrying amounts may not be recoverable. Determining whether an impairment loss occurred requires comparing the carrying amount to the sum of undiscounted cash flows expected to be generated by the asset. Intangible assets with indefinite lives are not amortized but are tested annually (and more frequently if events or changes in circumstances between annual tests indicate that it is more likely than not that they are impaired) for impairment and written down to fair value, if impaired. We do not amortize goodwill, but test it at least annually for impairment at the reporting unit level. A reporting unit is an operating segment or one level below an operating segment (a component) if discrete financial information is prepared and regularly reviewed by segment management. We are required to recognize an impairment charge under GAAP if the carrying amount of the reporting unit exceeds its fair value and the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill. As permitted under GAAP, we assess qualitative factors to determine whether it is more likely than not that the fair value of the Partnership is less than its carrying amount. Among the significant factors considered in performing the qualitative assessment is the market price of AmeriGas Partners Common Units. Based upon this assessment, we determined that it is not more likely than not that the fair value of the Partnership is less than its carrying amount. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets. We evaluate the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. We evaluate recoverability based upon undiscounted future cash flows expected to be generated by such assets. If the undiscounted future cash flows indicate that the recorded amounts are not expected to be recoverable, such long-lived assets are reduced to their estimated fair values. Estimates of fair values are generally based on recent sales of similar assets and other market indicators (Level 2). |
Customer Deposits | Customer Deposits. We offer certain of our customers prepayment programs which require customers to pay a fixed periodic amount or to otherwise prepay a portion of their anticipated propane purchases. Customer prepayments, in excess of associated billings, are classified as customer deposits and advances on the Consolidated Balance Sheets. |
Equity-Based Compensation | Equity-Based Compensation. The General Partner may grant Common Unit awards (as further described in Note 11 ) to employees and non-employee directors under its Common Unit plans, and employees of the General Partner may be granted stock options for UGI Common Stock. All of our equity-based compensation is measured at fair value on the grant date, date of modification or end of the period, as applicable, and recognized in earnings over the requisite service period. Depending upon the settlement terms of the awards, all or a portion of the fair value of equity-based awards may be presented as a liability or as equity on our Consolidated Balance Sheets. Equity-based compensation costs associated with the portion of Common Unit awards classified as equity are measured based upon their estimated fair value on the date of grant or modification. Equity-based compensation costs associated with the portion of Common Unit awards classified as liabilities are measured based upon their estimated fair value at the grant date and remeasured as of the end of each period. For a further description of our equity-based compensation plans and related disclosures, see Note 11 . |
Environmental Matters | Environmental Matters. We are subject to environmental laws and regulations intended to mitigate or remove the effect of past operations and improve or maintain the quality of the environment. These laws and regulations require the removal or remedy of the effect on the environment of the disposal or release of certain specified hazardous substances at current or former operating sites. Environmental reserves are accrued when assessments indicate that it is probable that a liability has been incurred and an amount can reasonably be estimated and represent our best estimate of costs expected to be incurred or, if no best estimate can be made, the minimum liability associated with a range of expected environmental investigation and remediation costs. |
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 Partnership Agreement (see Note 5 ). |
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). |
Adoption of New Accounting Standards, and Accounting Standards Not Yet Adopted | Adoption of New Accounting Standards Measurement of Inventory. During the fourth quarter of Fiscal 2015, the Partnership adopted new accounting guidance regarding the measurement of inventory. The new guidance amends existing guidance and requires inventory be measured at the lower of cost or net realizable value. Net realizable value is generally defined as estimated selling prices in the ordinary course of business less reasonably predictable costs of completion, disposal and transportation. We applied this guidance prospectively and the adoption of this guidance did not impact our results of operations, cash flows or financial position for Fiscal 2015. Business Combinations. During the fourth quarter of Fiscal 2015, the Partnership adopted new accounting guidance regarding accounting for measurement period adjustments associated with prior business combinations. The new guidance requires that an acquirer recognize adjustments to provisional amounts in the reporting period in which the adjustments are determined and record, in the same period’s financial statements, the effects on earnings of changes in depreciation, amortization and other income effects, if any, as a result of such adjustments. The new guidance also requires certain disclosures regarding amounts recorded in the current period that would have been recorded in previous reporting periods if such adjustments had been recognized as of the acquisition date. We applied this guidance prospectively and the adoption of this guidance did not have a material impact on our results of operations, cash flows or financial position for Fiscal 2015. Accounting Standards Not Yet Adopted Debt Issuance Costs. In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 Fiscal 2016. 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 entity 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, 2018 (Fiscal 2019) and allows for either full retrospective adoption or modified retrospective adoption. 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 Accoun29
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
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 (loss) per limited partner unit computations: 2015 2014 2013 Net income attributable to AmeriGas Partners, L.P. $ 211,211 $ 289,893 $ 221,222 Adjust for general partner share and theoretical distributions of net income attributable to AmeriGas Partners, L.P. to the general partner in accordance with the two-class method for MLPs (33,845 ) (27,895 ) (22,639 ) Common Unitholders’ interest in net income attributable to AmeriGas Partners, L.P. under the two-class method for MLPs $ 177,366 $ 261,998 $ 198,583 Weighted average Common Units outstanding — basic (thousands) 92,910 92,876 92,832 Potentially dilutive Common Units (thousands) 67 70 78 Weighted average Common Units outstanding — diluted (thousands) 92,977 92,946 92,910 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Allocation of Purchase Price | The total purchase price of these acquisitions has been allocated to the assets acquired and liabilities assumed as follows: 2015 2014 2013 Net current assets $ 1,609 $ 136 $ 691 Property, plant and equipment 5,880 6,916 5,167 Goodwill 10,940 6,751 12,481 Customer relationships and noncompete agreements (estimated useful life of 10 and 5 years, respectively) 7,279 6,434 5,576 Other (708 ) — — Total $ 25,000 $ 20,237 $ 23,915 |
Quarterly Distributions of Av31
Quarterly Distributions of Available Cash (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Distributions Made to Members or Limited Partners [Abstract] | |
Quarterly Distributions of Available Cash Per Limited Partner Unit | Quarterly distributions of Available Cash per limited partner unit paid during Fiscal 2015 , Fiscal 2014 and Fiscal 2013 were as follows: 2015 2014 2013 1st Quarter $ 0.88 $ 0.84 $ 0.80 2nd Quarter $ 0.88 $ 0.84 $ 0.80 3rd Quarter $ 0.92 $ 0.88 $ 0.84 4th Quarter $ 0.92 $ 0.88 $ 0.84 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Net Components of Long Term Debt | Long-term debt comprises the following at September 30: 2015 2014 AmeriGas Partners Senior Notes: 7.00%, due May 2022 $ 980,844 $ 980,844 6.75%, due May 2020 550,000 550,000 6.50%, due May 2021 270,001 270,001 6.25%, due August 2019 450,000 450,000 Heritage Operating, L.P. (“HOLP”) Senior Secured Notes 20,998 26,497 Other 11,653 14,392 Total long-term debt 2,283,496 2,291,734 Less: current maturities (9,679 ) (11,589 ) Total long-term debt due after one year $ 2,273,817 $ 2,280,145 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | Inventories comprise the following at September 30: 2015 2014 Propane gas $ 68,076 $ 157,032 Materials, supplies and other 20,354 19,680 Appliances for sale 5,504 5,234 Total inventories $ 93,934 $ 181,946 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | Property, plant and equipment comprise the following at September 30: 2015 2014 Land $ 140,129 $ 142,505 Buildings and improvements 190,625 188,183 Transportation equipment 257,454 243,437 Storage facilities 256,854 248,757 Equipment, primarily cylinders and tanks 1,636,502 1,598,120 Other, including work in progress 212,496 205,675 Gross property, plant and equipment 2,694,060 2,626,677 Less accumulated depreciation and amortization (1,369,733 ) (1,239,767 ) Net property, plant and equipment $ 1,324,327 $ 1,386,910 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in the Carrying Amount of Goodwill | Changes in the carrying amount of goodwill are as follows: Balance September 30, 2013 $ 1,936,608 Acquisitions 6,751 Purchase accounting adjustments (2,684 ) Goodwill push-down adjustment associated with prior-year acquisition 5,073 Balance September 30, 2014 1,945,748 Acquisitions 10,940 Balance September 30, 2015 $ 1,956,688 |
Components of Intangible Assets | The Partnership’s intangible assets comprise the following at September 30: 2015 2014 Customer relationships and noncompete agreements $ 514,333 $ 519,103 Trademarks and tradenames (not subject to amortization) 82,944 82,944 Gross carrying amount 597,277 602,047 Accumulated amortization (163,564 ) (137,709 ) Intangible assets, net $ 433,713 $ 464,338 |
Partners' Capital and Incenti36
Partners' Capital and Incentive Compensation Plans (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Weighted-Average Assumptions Used to Determine Fair Value of AmeriGas Performance Unit Awards and Related Compensation Costs | The following table summarizes the weighted-average assumptions used to determine the fair value of AmeriGas Performance Unit awards subject to market-based conditions and related compensation costs: Grants Awarded in Fiscal Year 2015 2014 2013 Risk-free rate 0.9 % 0.8 % 0.4 % Expected life 3 years 3 years 3 years Expected volatility 19.2 % 21.1 % 20.7 % Dividend Yield 6.8 % 7.5 % 8.2 % |
AmeriGas Common Unit-Based Award Activity | The following table summarizes AmeriGas Common Unit-based award activity for Fiscal 2015 : Total Vested Non-Vested Number of Common Units Subject to Award Weighted Average Grant Date Fair Value (per Unit) Number of Common Units Subject to Award Weighted Average Grant Date Fair Value (per Unit) Number of Common Units Subject to Award Weighted Average Grant Date Fair Value (per Unit) September 30, 2014 200,235 $ 44.82 37,207 $ 44.27 163,028 $ 44.95 AmeriGas Performance Units: Granted 65,525 $ 64.02 3,290 $ 64.85 62,235 $ 63.97 Forfeited (12,110 ) $ 55.09 — $ — (12,110 ) $ 55.09 Vested — $ — 39,516 $ 46.39 (39,516 ) $ 46.39 Performance criteria not met (37,981 ) $ 48.24 (37,981 ) $ 48.24 — $ — AmeriGas Stock Units: Granted 14,811 $ 47.65 8,011 $ 48.93 6,800 $ 46.13 Forfeited (4,177 ) $ 50.89 — $ — (4,177 ) $ 50.89 Vested — $ — 30,577 $ 47.57 (30,577 ) $ 47.57 Awards paid (33,720 ) $ 47.65 (33,720 ) $ 47.65 — $ — September 30, 2015 192,583 $ 49.70 46,900 $ 44.97 145,683 $ 51.22 |
Partnership Paid AmeriGas Common Unit-Based Awards in Common Units and Cash | During Fiscal 2015 , Fiscal 2014 and Fiscal 2013 , the Partnership paid AmeriGas Performance Unit and AmeriGas Stock Unit awards in Common Units and cash as follows: 2015 2014 2013 AmeriGas Performance Unit awards: Number of Common Units subject to original Awards granted 55,750 41,251 48,150 Fiscal year granted 2012 2011 2010 Payment of awards: AmeriGas Partners Common Units issued — — — Cash paid $ — $ — $ — AmeriGas Stock Unit awards: Number of Common Units subject to original Awards granted 42,532 72,023 35,934 Payment of awards: AmeriGas Partners Common Units issued 21,509 40,842 23,192 Cash paid $ 789 $ 1,364 $ 629 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Minimum Future Payments Under Noncancellable Operating Leases | Minimum future payments under noncancelable operating leases are as follows: Year Ending September 30, 2016 $ 57,359 2017 48,399 2018 43,204 2019 37,446 2020 35,761 Thereafter 96,046 Total minimum operating lease payments $ 318,215 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Payables and Accruals [Abstract] | |
Other Current Liabilities | Other current liabilities comprise the following at September 30: 2015 2014 Litigation, property and casualty liabilities $ 40,216 $ 35,933 Taxes other than income taxes 12,950 16,353 Propane exchange liabilities — 21,402 Deferred tank fee revenue 22,232 21,239 Other 19,836 16,169 Total other current liabilities $ 95,234 $ 111,096 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Financial Liabilities at Fair Value | The following table presents on a gross basis our financial 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 described in Note 2 , as of September 30, 2015 and 2014 : Asset (Liability) Level 1 Level 2 Level 3 Total September 30, 2015: Derivative instruments: Assets: Commodity contracts $ — $ 1,242 $ — $ 1,242 Liabilities: Commodity contracts $ — $ (58,579 ) $ — $ (58,579 ) September 30, 2014 Derivative instruments: Assets: Commodity contracts $ — $ 3,065 $ — $ 3,065 Liabilities: Commodity contracts $ — $ (9,472 ) $ — $ (9,472 ) |
Derivative Instruments and He40
Derivative Instruments and Hedging Activities (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Components of Fair Value of Derivative Assets and Liabilities | The following table presents our derivative assets and liabilities by type, as well as the effects of offsetting, as of September 30, 2015 and 2014 : 2015 2014 Derivative assets: Derivatives designated as hedging instruments: Propane contracts $ — $ 2,278 Derivatives not designated as hedging instruments: Propane contracts 1,242 787 Total derivative assets - gross 1,242 3,065 Gross amounts offset in the balance sheet (1,242 ) (2,793 ) Total derivative assets - net $ — $ 272 Derivative liabilities: Derivatives designated as hedging instruments: Propane contracts $ — $ (217 ) Derivatives not designated as hedging instruments: Propane contracts (58,579 ) (9,255 ) Total derivative liabilities - gross (58,579 ) (9,472 ) Gross amounts offset in the balance sheet 1,242 2,793 Cash collateral pledged 2,160 — Total derivative liabilities - net $ (55,177 ) $ (6,679 ) |
Components of Derivative Instruments Gain Loss In Statement Of Operations | The following table provides information on the effects of derivative instruments on the Consolidated Statements of Operations and changes in AOCI and noncontrolling interest for Fiscal 2015 , Fiscal 2014 and Fiscal 2013 : Gain Recognized in AOCI and Noncontrolling Interest Gain (Loss) Reclassified from AOCI and Noncontrolling Interest into Income Location of Gain (Loss) Reclassified from AOCI and Noncontrolling Interest into Income 2015 2014 2013 2015 2014 2013 Cash Flow Hedges: Propane contracts $ — $ 44,203 $ 6,647 $ 2,822 $ 56,517 $ (52,503 ) Cost of sales - propane Gain (Loss) Location of Gain (Loss) Recognized in Income Recognized in Income 2015 2014 2013 Derivatives Not Designated as Hedging Instruments: Propane contracts $ (209,351 ) $ (4,863 ) $ 1,848 Cost of sales - propane |
Other Income, Net (Tables)
Other Income, Net (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Income, Net | Other income, net, comprises the following: 2015 2014 2013 Gains on sales of fixed assets $ 14,260 $ 6,524 $ 4,115 Finance charges 12,665 17,459 21,390 Other 4,430 3,467 6,998 Total other income, net $ 31,355 $ 27,450 $ 32,503 |
Quarterly Data (Unaudited) (Tab
Quarterly Data (Unaudited) (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Unaudited Quarterly Data Including Adjustments | The following unaudited quarterly data includes all adjustments (consisting only of normal recurring adjustments with the exception of those indicated below) which we consider necessary for a fair presentation unless otherwise indicated. Our quarterly results fluctuate because of the seasonal nature of our propane business. December 31, March 31, June 30, September 30, 2014 2013 2015 2014 2015 2014 2015 2014 Revenues $ 888,792 $ 1,045,826 $ 1,100,317 $ 1,493,623 $ 477,977 $ 613,237 $ 418,236 $ 560,249 Operating income (loss) $ 2,340 $ 179,693 $ 371,681 $ 284,922 $ 15,635 $ 4,426 $ (8,947 ) $ (6,408 ) Net (loss) income including noncontrolling interest $ (39,564 ) $ 136,672 $ 329,779 $ 242,950 $ (25,441 ) $ (37,749 ) $ (49,805 ) $ (47,432 ) Net (loss) income attributable to AmeriGas Partners, L.P. $ (39,571 ) $ 134,898 $ 326,055 $ 240,103 $ (25,578 ) $ (37,761 ) $ (49,695 ) $ (47,347 ) Income (loss) per limited partner unit (a): Basic $ (0.49 ) $ 1.14 $ 2.18 $ 1.71 $ (0.37 ) $ (0.47 ) $ (0.62 ) $ (0.58 ) Diluted $ (0.49 ) $ 1.14 $ 2.17 $ 1.71 $ (0.37 ) $ (0.47 ) $ (0.62 ) $ (0.58 ) (a) Theoretical distributions of net income (loss) attributable to AmeriGas Partners, L.P. in accordance with accounting guidance regarding the application of the two-class method for determining earnings per share (see Note 2 ) resulted in a different allocation of net income attributable to AmeriGas Partners, L.P. to the General Partner and the limited partners in the computation of income per limited partner unit which had the effect of decreasing quarterly earnings per limited partner unit for the quarters ended December 31 and March 31 as follows: December 31, March 31, Quarter ended: 2014 2013 2015 2014 Decrease in income per limited partner unit $ — $ (0.24 ) $ (1.23 ) $ (0.79 ) |
Nature of Operations (Details)
Nature of Operations (Details) | 12 Months Ended |
Sep. 30, 2015EmployeeStateshares | |
General Partners Interest | |
Number of states in which the company has market share (in states) | State | 50 |
General Partners' ownership interest | 1.01% |
Common units held by the general partner and its wholly owned subsidiary Petrolane Incorporated | 23,756,882 |
Common units held by public | 69,133,098 |
Limited partner interest held by AmeriGas Partners in AmeriGas OLP | 98.99% |
Employees of the AmeriGas Partners and the Operating Partnerships (in employees) | Employee | 0 |
AmeriGas Propane Inc Partnership Interest In AmeriGas Partners | |
General Partners Interest | |
General Partners' ownership interest | 1.00% |
AmeriGas Propane Inc Partnership Interest In AmeriGas OLP | |
General Partners Interest | |
General Partners' ownership interest | 1.01% |
Summary of Significant Accoun44
Summary of Significant Accounting Policies (Details) | 12 Months Ended | ||
Sep. 30, 2015USD ($)customer$ / shares | Sep. 30, 2014USD ($)$ / shares | Sep. 30, 2013USD ($)$ / shares | |
Property, Plant and Equipment | |||
General Partners' ownership interest | 1.01% | ||
Maximum maturity period of highly liquid investments | 3 months | ||
Number of customer represent ten percent or more of consolidated revenue | customer | 0 | ||
Percentage of consolidated revenue on accrual basis | 10.00% | ||
Accumulated impairment losses | $ 0 | ||
Goodwill and intangible asset impairment | 0 | $ 0 | $ 0 |
Asset impairment charges | 0 | 0 | $ 3,000,000 |
Net deferred debt issuance costs | $ 23,623,000 | $ 28,226,000 | |
Dilutive effect of theoretical distributions of net income on earnings | $ / shares | $ 0.02 | $ 0.01 | $ 0.01 |
Maximum | Computer Software Costs | |||
Property, Plant and Equipment | |||
Estimated useful life | 10 years | ||
Maximum | Customer Relationships and Noncompete Agreements | |||
Property, Plant and Equipment | |||
Estimated useful life of intangible assets (in years) | 15 years | ||
Buildings and Improvements | Minimum | |||
Property, Plant and Equipment | |||
Estimated useful life | 15 years | ||
Buildings and Improvements | Maximum | |||
Property, Plant and Equipment | |||
Estimated useful life | 40 years | ||
Storage and Customer Tanks and Cylinders | Minimum | |||
Property, Plant and Equipment | |||
Estimated useful life | 6 years | ||
Storage and Customer Tanks and Cylinders | Maximum | |||
Property, Plant and Equipment | |||
Estimated useful life | 30 years | ||
Vehicles, Equipment and Office Furniture and Fixtures | Minimum | |||
Property, Plant and Equipment | |||
Estimated useful life | 3 years | ||
Vehicles, Equipment and Office Furniture and Fixtures | Maximum | |||
Property, Plant and Equipment | |||
Estimated useful life | 10 years | ||
Owned Tanks at Customer Locations | Maximum | |||
Property, Plant and Equipment | |||
Estimated useful life | 10 years | ||
Accounts Receivable | |||
Property, Plant and Equipment | |||
Quantifying misstatement in current year Financial Statements | $ 4,700,000 | ||
Propane Revenue | |||
Property, Plant and Equipment | |||
Quantifying misstatement in current year Financial Statements | 4,700,000 | ||
Net Income Attributable to AmeriGas Partners L.P. | |||
Property, Plant and Equipment | |||
Quantifying misstatement in current year Financial Statements | $ 4,652,000 | ||
AmeriGas Finance Corp., AP Eagle Finance Corp. and AmeriGas Finance LLC | |||
Property, Plant and Equipment | |||
Ownership percentage of finance subsidiaries | 100.00% | ||
AmeriGas Propane Inc Partnership Interest In AmeriGas OLP | |||
Property, Plant and Equipment | |||
General Partners' ownership interest | 1.01% | ||
AmeriGas Propane Inc Partnership Interest In AmeriGas Partners | |||
Property, Plant and Equipment | |||
General Partners' ownership interest | 1.00% |
Summary of Significant Accoun45
Summary of Significant Accounting Policies - Income Per Limited Partner Unit (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Income per limited partner unit | |||||||||||
Net income attributable to AmeriGas Partners, L.P. | $ (49,695) | $ (25,578) | $ 326,055 | $ (39,571) | $ (47,347) | $ (37,761) | $ 240,103 | $ 134,898 | $ 211,211 | $ 289,893 | $ 221,222 |
Adjust for general partner share and theoretical distributions of net income attributable to AmeriGas Partners, L.P. to the general partner in accordance with the two-class method for MLPs | (33,845) | (27,895) | (22,639) | ||||||||
Common Unitholders’ interest in net income attributable to AmeriGas Partners, L.P. under the two-class method for MLPs | $ 177,366 | $ 261,998 | $ 198,583 | ||||||||
Weighted average Common Units outstanding — basic (in units) | 92,910 | 92,876 | 92,832 | ||||||||
Potentially dilutive Common Units (in units) | 67 | 70 | 78 | ||||||||
Weighted average Common Units outstanding — diluted (in units) | 92,977 | 92,946 | 92,910 |
Acquisitions - Allocation of Pu
Acquisitions - Allocation of Purchase Price (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Business Combinations [Abstract] | |||
Total net cash consideration | $ 20,840 | $ 15,746 | $ 19,946 |
Liabilities incurred | 4,160 | 4,491 | 3,969 |
Business Acquisition | |||
Goodwill | 1,956,688 | 1,945,748 | 1,936,608 |
Other Acquisitions | |||
Business Acquisition | |||
Net current assets | 1,609 | 136 | 691 |
Property, plant and equipment | 5,880 | 6,916 | 5,167 |
Goodwill | 10,940 | 6,751 | 12,481 |
Customer relationships and noncompete agreements (estimated useful life of 10 and 5 years, respectively) | 7,279 | 6,434 | 5,576 |
Other | (708) | 0 | 0 |
Total | $ 25,000 | $ 20,237 | $ 23,915 |
Other Acquisitions | Customer Relationships | |||
Business Acquisition | |||
Estimated useful life of intangible assets (in years) | 10 years | 10 years | 10 years |
Other Acquisitions | Noncompete Agreements | |||
Business Acquisition | |||
Estimated useful life of intangible assets (in years) | 5 years | 5 years | 5 years |
Quarterly Distributions of Av47
Quarterly Distributions of Available Cash (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Distributions Made to Members or Limited Partners [Abstract] | |||
Quarterly distributions of available cash description | 45 days | ||
Distribution of available cash to limited partners percentage | 98.00% | ||
Distribution of available cash to general partners percentage | 2.00% | ||
Interest of general partner in distributions of available cash | 1.01% | ||
Minimum quarterly distribution | $ 0.55 | ||
First target distribution | 0.055 | ||
Total of minimum target distribution and first target distribution | $ 0.605 | ||
Aggregate general partner interest | 2.00% | ||
Aggregate amount of distributions received by the General Partner | $ 39,346 | $ 32,401 | $ 27,438 |
Incentive distributions received by the General Partner | $ 30,357 | $ 23,850 | $ 19,286 |
Quarterly Distributions of Av48
Quarterly Distributions of Available Cash - Quarterly Distributions of Available Cash Per Limited Partner Unit (Details) - $ / shares | 3 Months Ended | |||||||||||
Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | |
Distributions Made to Members or Limited Partners [Abstract] | ||||||||||||
Quarterly distributions of available cash per limited partner unit | $ 0.92 | $ 0.92 | $ 0.88 | $ 0.88 | $ 0.88 | $ 0.88 | $ 0.84 | $ 0.84 | $ 0.84 | $ 0.84 | $ 0.80 | $ 0.80 |
Debt (Details)
Debt (Details) | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2014 | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Jan. 12, 2012USD ($) | |
Debt Instrument | |||||
Principal repayments of long-term debt due in 2016 | $ 9,155,000 | ||||
Principal repayments of long-term debt due in 2017 | 6,050,000 | ||||
Principal repayments of long-term debt due in 2018 | 5,349,000 | ||||
Principal repayments of long-term debt due in 2019 | 454,986,000 | ||||
Principal repayments of long-term debt due in 2020 | 554,303,000 | ||||
Short-term bank loans and notes payable | 68,100,000 | $ 109,000,000 | |||
Amount of net assets | 3,100,000,000 | ||||
Heritage Operating, L.P. (“HOLP”) Senior Secured Notes | |||||
Debt Instrument | |||||
HOLP senior secured notes | 20,998,000 | 26,497,000 | |||
Debt Instrument, Unamortized Premium | $ 2,543,000 | 3,134,000 | |||
Face interest rate, minimum | 7.89% | ||||
Face interest rate, maximum | 8.87% | ||||
Effective interest rate | 6.75% | ||||
Line of Credit | AmeriGas OLP | Credit Agreement | |||||
Debt Instrument | |||||
Maximum borrowing capacity under revolving credit facility | $ 525,000,000 | ||||
Short-term bank loans and notes payable | $ 68,100,000 | $ 109,000,000 | |||
Interest rate at period end | 2.20% | 2.16% | |||
Letters of credit issued and outstanding | $ 64,655,000 | $ 64,705,000 | |||
Letter of Credit | AmeriGas OLP | Credit Agreement | |||||
Debt Instrument | |||||
Maximum borrowing capacity under revolving credit facility | $ 125,000,000 | ||||
Federal Funds Rate | Line of Credit | Credit Agreement | |||||
Debt Instrument | |||||
Spread on variable interest rate | 0.50% | ||||
Minimum | Line of Credit | AmeriGas OLP | Credit Agreement | |||||
Debt Instrument | |||||
Facility fee | 0.30% | ||||
Minimum | Base Rate | Line of Credit | Credit Agreement | |||||
Debt Instrument | |||||
Spread on variable interest rate | 0.50% | ||||
Minimum | Eurodollar | Line of Credit | Credit Agreement | |||||
Debt Instrument | |||||
Spread on variable interest rate | 1.50% | ||||
Maximum | Line of Credit | AmeriGas OLP | Credit Agreement | |||||
Debt Instrument | |||||
Facility fee | 0.45% | ||||
Maximum | Base Rate | Line of Credit | Credit Agreement | |||||
Debt Instrument | |||||
Spread on variable interest rate | 1.50% | ||||
Maximum | Eurodollar | Line of Credit | Credit Agreement | |||||
Debt Instrument | |||||
Spread on variable interest rate | 2.50% | ||||
Senior Notes | |||||
Debt Instrument | |||||
Guaranteed debt | $ 1,500,000,000 | ||||
Fixed charge coverage ratio | 1.75 | ||||
Cash distributions in a total amount | $ 75,000,000 | ||||
Senior Notes | 7.00%, due May 2022 | |||||
Debt Instrument | |||||
Debt instrument principal amount | $ 1,000,000,000 | ||||
Stated interest rate (percentage) | 7.00% | 7.00% | 7.00% | ||
Senior Notes | 6.75%, due May 2020 | |||||
Debt Instrument | |||||
Debt instrument principal amount | $ 550,000,000 | ||||
Stated interest rate (percentage) | 6.75% | 6.75% | 6.75% |
Debt - Net Components of Long T
Debt - Net Components of Long Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Sep. 30, 2014 | Jan. 12, 2012 |
Net components of Long Term Debt | |||
Other | $ 11,653 | $ 14,392 | |
Total long-term debt | 2,283,496 | 2,291,734 | |
Less: current maturities | (9,679) | (11,589) | |
Total long-term debt due after one year | 2,273,817 | 2,280,145 | |
Heritage Operating, L.P. (“HOLP”) Senior Secured Notes | |||
Net components of Long Term Debt | |||
HOLP senior secured notes | 20,998 | 26,497 | |
Senior Notes | 7.00%, due May 2022 | |||
Net components of Long Term Debt | |||
AmeriGas Partners senior notes | $ 980,844 | $ 980,844 | |
Stated interest rate (percentage) | 7.00% | 7.00% | 7.00% |
Senior Notes | 6.75%, due May 2020 | |||
Net components of Long Term Debt | |||
AmeriGas Partners senior notes | $ 550,000 | $ 550,000 | |
Stated interest rate (percentage) | 6.75% | 6.75% | 6.75% |
Senior Notes | 6.50%, due May 2021 | |||
Net components of Long Term Debt | |||
AmeriGas Partners senior notes | $ 270,001 | $ 270,001 | |
Stated interest rate (percentage) | 6.50% | 6.50% | |
Senior Notes | 6.25%, due August 2019 | |||
Net components of Long Term Debt | |||
AmeriGas Partners senior notes | $ 450,000 | $ 450,000 | |
Stated interest rate (percentage) | 6.25% | 6.25% |
Employee Retirement Plans (Deta
Employee Retirement Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Compensation and Retirement Disclosure [Abstract] | |||
Employee contribution on retirement plans, dollar-for-dollar percentage match | 100.00% | ||
Percentage of eligible compensation | 5.00% | ||
Cost of benefits under savings plan | $ 11,435 | $ 11,237 | $ 10,777 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Inventory Disclosure [Abstract] | ||
Inventory contract period minimum (in years) | 1 year | |
Inventory contract period maximum (in years) | 3 years | |
Summary of Inventories | ||
Propane gas | $ 68,076 | $ 157,032 |
Materials, supplies and other | 20,354 | 19,680 |
Appliances for sale | 5,504 | 5,234 |
Total inventories | $ 93,934 | $ 181,946 |
Property, Plant and Equipment -
Property, Plant and Equipment - Summary of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Sep. 30, 2014 |
Property, Plant and Equipment | ||
Gross property, plant and equipment | $ 2,694,060 | $ 2,626,677 |
Less accumulated depreciation and amortization | (1,369,733) | (1,239,767) |
Net property, plant and equipment | 1,324,327 | 1,386,910 |
Land | ||
Property, Plant and Equipment | ||
Gross property, plant and equipment | 140,129 | 142,505 |
Buildings and Improvements | ||
Property, Plant and Equipment | ||
Gross property, plant and equipment | 190,625 | 188,183 |
Transportation Equipment | ||
Property, Plant and Equipment | ||
Gross property, plant and equipment | 257,454 | 243,437 |
Storage Facilities | ||
Property, Plant and Equipment | ||
Gross property, plant and equipment | 256,854 | 248,757 |
Equipment, Primarily Cylinders and Tanks | ||
Property, Plant and Equipment | ||
Gross property, plant and equipment | 1,636,502 | 1,598,120 |
Other, Including Work In Progress | ||
Property, Plant and Equipment | ||
Gross property, plant and equipment | $ 212,496 | $ 205,675 |
Goodwill and Intangible Asset54
Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization of intangible assets | $ 37,905 | $ 38,428 | $ 38,810 |
2,016 | 37,110 | ||
2,017 | 34,946 | ||
2,018 | 33,586 | ||
2,019 | 32,390 | ||
2,020 | $ 31,207 |
Goodwill and Intangible Asset55
Goodwill and Intangible Assets - Changes in the Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 1,945,748 | $ 1,936,608 |
Acquisitions | 10,940 | 6,751 |
Purchase accounting adjustments | (2,684) | |
Goodwill push-down adjustment associated with prior-year acquisition | 5,073 | |
Ending balance | $ 1,956,688 | $ 1,945,748 |
Goodwill and Intangible Asset56
Goodwill and Intangible Assets - Components of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Sep. 30, 2014 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Customer relationships and noncompete agreements | $ 514,333 | $ 519,103 |
Trademarks and tradenames (not subject to amortization) | 82,944 | 82,944 |
Gross carrying amount | 597,277 | 602,047 |
Accumulated amortization | (163,564) | (137,709) |
Intangible assets, net | $ 433,713 | $ 464,338 |
Partners' Capital and Incenti57
Partners' Capital and Incentive Compensation Plans (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | Jul. 30, 2010 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Equity based compensation expenses | $ 5,635 | $ 4,286 | $ 4,647 | |
Fair value of common unit based awards that vested during period | 2,625 | 4,100 | $ 2,752 | |
Total liabilities associated with common unit based awards reflected in the Consolidated Balance Sheet | 3,326 | $ 1,513 | ||
Common Unit Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Unrecognized equity-based compensation expense related to non-vested UGI stock options | $ 2,699 | |||
Weighted average period of recognition | 1 year 7 months 6 days | |||
Common units subject to award | 192,583 | |||
UGI Stock Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Unrecognized equity-based compensation expense related to non-vested UGI stock options | $ 1,108 | |||
Weighted average period of recognition | 1 year 9 months 18 days | |||
AmeriGas Performance Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Term of the AmeriGas performance unit awards | 3 years | |||
Expected volatility measurement period (in years) | 3 years | |||
Common units granted by General Partner in period | 65,525 | |||
Weighted-average grant date fair value per Common Unit subject to award during period | $ 64.02 | |||
2010 Propane Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Common units were available for future award grants | 2,416,473 | 2,800,000 | ||
Expiration period (in years) | 10 years | |||
Common units granted by General Partner in period | 80,336 | 86,458 | 65,136 | |
Weighted-average grant date fair value per Common Unit subject to award during period | $ 61 | $ 43.34 | $ 42.58 | |
Minimum | AmeriGas Performance Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Percentage of target award to be granted | 0.00% | |||
Maximum | AmeriGas Performance Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Percentage of target award to be granted | 200.00% | |||
Grants Issued Before January 1, 2013 | Total Unitholder Return vs Alerian MLP Group at 40th Percentile | AmeriGas Performance Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Percentage of target award to be granted | 50.00% | |||
Grants Issued Before January 1, 2013 | Total Unitholder Return vs Alerian MLP Group at 50th Percentile | AmeriGas Performance Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Percentage of target award to be granted | 100.00% | |||
Grants Issued Before January 1, 2013 | Total Unitholder Return vs Alerian MLP Group at 60th Percentile | AmeriGas Performance Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Percentage of target award to be granted | 125.00% | |||
Grants Issued Before January 1, 2013 | Total Unitholder Return vs Alerian MLP Group at 75th Percentile | AmeriGas Performance Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Percentage of target award to be granted | 150.00% | |||
Grants Issued Before January 1, 2013 | Total Unitholder Return vs Alerian MLP Group at 90th Percentile | AmeriGas Performance Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Percentage of target award to be granted | 175.00% | |||
Grants Issued Before January 1, 2013 | Total Unitholder Return vs Alerian MLP Group at 100th Percentile | AmeriGas Performance Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Percentage of target award to be granted | 200.00% | |||
Grants Issued on or After January 1, 2013 | Total Unitholder Return vs Alerian MLP Group at 25th Percentile | AmeriGas Performance Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Percentage of target award to be granted | 25.00% | |||
Grants Issued on or After January 1, 2013 | Total Unitholder Return vs Alerian MLP Group at 40th Percentile | AmeriGas Performance Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Percentage of target award to be granted | 70.00% | |||
Grants Issued on or After January 1, 2013 | Total Unitholder Return vs Alerian MLP Group at 50th Percentile | AmeriGas Performance Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Percentage of target award to be granted | 100.00% | |||
Grants Issued on or After January 1, 2013 | Total Unitholder Return vs Alerian MLP Group at 60th Percentile | AmeriGas Performance Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Percentage of target award to be granted | 125.00% | |||
Grants Issued on or After January 1, 2013 | Total Unitholder Return vs Alerian MLP Group at 75th Percentile | AmeriGas Performance Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Percentage of target award to be granted | 162.50% | |||
Grants Issued on or After January 1, 2013 | Total Unitholder Return vs Alerian MLP Group at 90th Percentile | AmeriGas Performance Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Percentage of target award to be granted | 200.00% | |||
Grants Issued in January 2015 | Minimum | AmeriGas Performance Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Percentage of target award to be granted | 0.00% | |||
Modification range for grants issued in January 2015 | 70.00% | |||
Grants Issued in January 2015 | Maximum | AmeriGas Performance Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Percentage of target award to be granted | 200.00% | |||
Modification range for grants issued in January 2015 | 130.00% | |||
Certain Grants Issued on or After January 1, 2014 | Total Unitholder Return Highest of Propane MLP Group | AmeriGas Performance Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Percentage of target award to be granted | 150.00% |
Partners' Capital and Incenti58
Partners' Capital and Incentive Compensation Plans - Weighted-Average Assumptions Used to Determine Fair Value of AmeriGas Performance Unit Awards and Related Compensation Costs (Details) | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Fair value of AmeriGas Performance Unit awards and related compensation costs | |||
Risk-free rate | 0.90% | 0.80% | 0.40% |
Expected life (in years) | 3 years | 3 years | 3 years |
Expected volatility | 19.20% | 21.10% | 20.70% |
Dividend Yield | 6.80% | 7.50% | 8.20% |
Partners' Capital and Incenti59
Partners' Capital and Incentive Compensation Plans - Amerigas Common Unit-Based Award Activity (Details) | 12 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Number of Common Units Subject to Award | |
Beginning balance (in shares) | shares | 200,235 |
Ending balance (in shares) | shares | 192,583 |
Weighted Average Grant Date Fair Value | |
Beginning balance (in dollars per unit) | $ 44.82 |
Ending balance (in dollars per unit) | $ 49.70 |
AmeriGas Performance Units | |
Number of Common Units Subject to Award | |
Granted (in shares) | shares | 65,525 |
Forfeited (in shares) | shares | (12,110) |
Vested (in shares) | shares | 0 |
Performance criteria not met (in shares) | shares | (37,981) |
Weighted Average Grant Date Fair Value | |
Granted (in dollars per unit) | $ 64.02 |
Forfeited (in dollars per unit) | 55.09 |
Vested (in dollars per unit) | 0 |
Performance criteria not met (in dollars per unit) | $ 48.24 |
AmeriGas Stock Units | |
Number of Common Units Subject to Award | |
Granted (in shares) | shares | 14,811 |
Forfeited (in shares) | shares | (4,177) |
Vested (in shares) | shares | 0 |
Awards paid (in shares) | shares | (33,720) |
Weighted Average Grant Date Fair Value | |
Granted (in dollars per unit) | $ 47.65 |
Forfeited (in dollars per unit) | 50.89 |
Vested (in dollars per unit) | 0 |
Awards paid (in dollars per unit) | $ 47.65 |
Vested | |
Number of Common Units Subject to Award | |
Beginning balance (in shares) | shares | 37,207 |
Ending balance (in shares) | shares | 46,900 |
Weighted Average Grant Date Fair Value | |
Beginning balance (in dollars per unit) | $ 44.27 |
Ending balance (in dollars per unit) | $ 44.97 |
Vested | AmeriGas Performance Units | |
Number of Common Units Subject to Award | |
Granted (in shares) | shares | 3,290 |
Forfeited (in shares) | shares | 0 |
Vested (in shares) | shares | (39,516) |
Performance criteria not met (in shares) | shares | (37,981) |
Weighted Average Grant Date Fair Value | |
Granted (in dollars per unit) | $ 64.85 |
Forfeited (in dollars per unit) | 0 |
Vested (in dollars per unit) | 46.39 |
Performance criteria not met (in dollars per unit) | $ 48.24 |
Vested | AmeriGas Stock Units | |
Number of Common Units Subject to Award | |
Granted (in shares) | shares | 8,011 |
Forfeited (in shares) | shares | 0 |
Vested (in shares) | shares | (30,577) |
Awards paid (in shares) | shares | (33,720) |
Weighted Average Grant Date Fair Value | |
Granted (in dollars per unit) | $ 48.93 |
Forfeited (in dollars per unit) | 0 |
Vested (in dollars per unit) | 47.57 |
Awards paid (in dollars per unit) | $ 47.65 |
Non-Vested | |
Number of Common Units Subject to Award | |
Beginning balance (in shares) | shares | 163,028 |
Ending balance (in shares) | shares | 145,683 |
Weighted Average Grant Date Fair Value | |
Beginning balance (in dollars per unit) | $ 44.95 |
Ending balance (in dollars per unit) | $ 51.22 |
Non-Vested | AmeriGas Performance Units | |
Number of Common Units Subject to Award | |
Granted (in shares) | shares | 62,235 |
Forfeited (in shares) | shares | (12,110) |
Vested (in shares) | shares | (39,516) |
Performance criteria not met (in shares) | shares | 0 |
Weighted Average Grant Date Fair Value | |
Granted (in dollars per unit) | $ 63.97 |
Forfeited (in dollars per unit) | 55.09 |
Vested (in dollars per unit) | 46.39 |
Performance criteria not met (in dollars per unit) | $ 0 |
Non-Vested | AmeriGas Stock Units | |
Number of Common Units Subject to Award | |
Granted (in shares) | shares | 6,800 |
Forfeited (in shares) | shares | (4,177) |
Vested (in shares) | shares | (30,577) |
Awards paid (in shares) | shares | 0 |
Weighted Average Grant Date Fair Value | |
Granted (in dollars per unit) | $ 46.13 |
Forfeited (in dollars per unit) | 50.89 |
Vested (in dollars per unit) | 47.57 |
Awards paid (in dollars per unit) | $ 0 |
Partners' Capital and Incenti60
Partners' Capital and Incentive Compensation Plans - Partnership Paid AmeriGas Common Unit-Based Awards in Common Units and Cash (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
AmeriGas Performance Units | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Number of Common Units subject to original Awards granted | 55,750 | 41,251 | 48,150 |
Fiscal year granted | 2,012 | 2,011 | 2,010 |
Payment of awards: | |||
AmeriGas Partners Common Units issued | 0 | 0 | 0 |
Cash paid | $ 0 | $ 0 | $ 0 |
AmeriGas Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Number of Common Units subject to original Awards granted | 42,532 | 72,023 | 35,934 |
Payment of awards: | |||
AmeriGas Partners Common Units issued | 21,509 | 40,842 | 23,192 |
Cash paid | $ 789 | $ 1,364 | $ 629 |
Commitments and Contingencies61
Commitments and Contingencies (Details) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2015USD ($)lawsuitlb | Sep. 30, 2014USD ($) | Sep. 30, 2013USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |||
Aggregate rental expense for leases | $ 67,304 | $ 63,055 | $ 63,585 |
Minimum lease term | 1 year | ||
Maximum lease term | 10 years | ||
Residual value guarantee of operating lease arrangement | $ 32,389 | ||
Recorded Unconditional Purchase Obligation | |||
Number of class action lawsuits (more than 35) | lawsuit | 35 | ||
Propane Supply Contract | |||
Recorded Unconditional Purchase Obligation | |||
Fiscal 2,016 | $ 53,534 | ||
Fiscal 2,017 | $ 4,743 | ||
Minimum terms of purchase contract | 1 year | ||
Maximum terms of purchase contract | 3 years | ||
FTC Cylinder Investigation | |||
Recorded Unconditional Purchase Obligation | |||
Amount of propane in cylinders before reduction (in pounds) | lb | 17 | ||
Amount of propane in cylinders after reduction (in pounds) | lb | 15 |
Commitments and Contingencies -
Commitments and Contingencies - Minimum Future Payments Under Noncancellable Operating Leases (Details) $ in Thousands | Sep. 30, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,016 | $ 57,359 |
2,017 | 48,399 |
2,018 | 43,204 |
2,019 | 37,446 |
2,020 | 35,761 |
Thereafter | 96,046 |
Total minimum operating lease payments | $ 318,215 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | Oct. 13, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 |
Related Party Transaction | ||||
Total net cash consideration | $ 20,840 | $ 15,746 | $ 19,946 | |
General Partner Expense | ||||
Related Party Transaction | ||||
Transactions with related parties | 576,135 | 555,401 | 540,273 | |
UGI Corp Expense Reimbursement | ||||
Related Party Transaction | ||||
Transactions with related parties | 22,624 | 20,531 | 18,568 | |
UGI Corp Office Insurance Reimbursement | ||||
Related Party Transaction | ||||
Transactions with related parties | 2,985 | 3,989 | 4,543 | |
Energy Service Atlantic Energy Purchase | ||||
Related Party Transaction | ||||
Transactions with related parties | 0 | 850 | 1,979 | |
Sales to UGI Affiliates | ||||
Related Party Transaction | ||||
Revenue from related parties | 1,216 | $ 1,212 | $ 1,340 | |
UGI HVAC Enterprises | Affiliated Entity | ||||
Related Party Transaction | ||||
Total net cash consideration | $ 2,000 | |||
SSA expenses during period | $ 991 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Sep. 30, 2014 |
Other Current Liabilities | ||
Other current liabilities | $ 95,234 | $ 111,096 |
Litigation, Property and Casualty Liabilities | ||
Other Current Liabilities | ||
Other current liabilities | 40,216 | 35,933 |
Taxes Other Than Income Taxes | ||
Other Current Liabilities | ||
Other current liabilities | 12,950 | 16,353 |
Propane Exchange Liabilities | ||
Other Current Liabilities | ||
Other current liabilities | 0 | 21,402 |
Deferred Tank Fee Revenue | ||
Other Current Liabilities | ||
Other current liabilities | 22,232 | 21,239 |
Other | ||
Other Current Liabilities | ||
Other current liabilities | $ 19,836 | $ 16,169 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Financial Liabilities at Fair Value (Details) - Commodity Contracts - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Sep. 30, 2015 | Sep. 30, 2014 |
Assets: | ||
Commodity contracts | $ 1,242 | $ 3,065 |
Liabilities: | ||
Commodity contracts | (58,579) | (9,472) |
Level 1 | ||
Assets: | ||
Commodity contracts | 0 | 0 |
Liabilities: | ||
Commodity contracts | 0 | 0 |
Level 2 | ||
Assets: | ||
Commodity contracts | 1,242 | 3,065 |
Liabilities: | ||
Commodity contracts | (58,579) | (9,472) |
Level 3 | ||
Assets: | ||
Commodity contracts | 0 | 0 |
Liabilities: | ||
Commodity contracts | $ 0 | $ 0 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Sep. 30, 2014 |
Fair Value Disclosures [Abstract] | ||
Carrying amount of long-term debt | $ 2,283,496 | $ 2,291,734 |
Estimated fair value of long-term debt | $ 2,325,741 | $ 2,395,332 |
Derivative Instruments and He67
Derivative Instruments and Hedging Activities (Details) $ in Thousands, gal in Millions | Sep. 30, 2014Agreementgal | Sep. 30, 2013gal | Sep. 30, 2015USD ($)Agreement |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Underlying derivative | gal | 345.9 | 266.9 | |
Maximum Period of hedging exposure to availability in Cash Flows (in years) | 39 months | ||
Net losses associated with commodity price risk hedges expected to be reclassified into earnings during the next twelve months | $ | $ 0 | ||
Number of settled or unsettled interest rate protection agreements outstanding (in agreements) | 0 | 0 |
Derivative Instruments and He68
Derivative Instruments and Hedging Activities - Components of Fair Value of Derivative Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Sep. 30, 2014 |
Derivative Financial Instruments, Assets | ||
Derivative assets: | ||
Fair value of derivative assets, gross | $ 1,242 | $ 3,065 |
Gross amounts offset in the balance sheet | (1,242) | (2,793) |
Total derivative assets - net | 0 | 272 |
Derivative Financial Instruments, Assets | Derivatives Designated as Hedging Instruments | Propane Contracts | ||
Derivative assets: | ||
Fair value of derivative assets, gross | 0 | 2,278 |
Derivative Financial Instruments, Assets | Not Designated as Hedging Instruments | Propane Contracts | ||
Derivative assets: | ||
Fair value of derivative assets, gross | 1,242 | 787 |
Derivative Financial Instruments, Liabilities | ||
Derivative liabilities: | ||
Fair value of derivative liabilities, gross | (58,579) | (9,472) |
Gross amounts offset in the balance sheet | 1,242 | 2,793 |
Cash collateral pledged | 2,160 | 0 |
Total derivative liabilities - net | (55,177) | (6,679) |
Derivative Financial Instruments, Liabilities | Derivatives Designated as Hedging Instruments | Propane Contracts | ||
Derivative liabilities: | ||
Fair value of derivative liabilities, gross | 0 | (217) |
Derivative Financial Instruments, Liabilities | Not Designated as Hedging Instruments | Propane Contracts | ||
Derivative liabilities: | ||
Fair value of derivative liabilities, gross | $ (58,579) | $ (9,255) |
Derivative Instruments and He69
Derivative Instruments and Hedging Activities - Components of Derivative Instruments Gain Loss In Statement Of Operations (Details) - Propane Contracts - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Derivatives Designated as Hedging Instruments | Cash Flow Hedges | |||
Derivative Instruments, Gain (Loss) | |||
Gain (loss) recognized in AOCI and Noncontrolling Interests | $ 0 | $ 44,203 | $ 6,647 |
Derivatives Designated as Hedging Instruments | Cash Flow Hedges | Cost of Sales-Propane | |||
Derivative Instruments, Gain (Loss) | |||
Gain (loss) reclassified from AOCI and Noncontrolling Interest into income | 2,822 | 56,517 | (52,503) |
Not Designated as Hedging Instruments | Cost of Sales-Propane | |||
Derivative Instruments, Gain (Loss) | |||
Gain (Loss) recognized in income | $ (209,351) | $ (4,863) | $ 1,848 |
Other Income, Net (Details)
Other Income, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Other Income and Expenses [Abstract] | |||
Gains on sales of fixed assets | $ 14,260 | $ 6,524 | $ 4,115 |
Finance charges | 12,665 | 17,459 | 21,390 |
Other | 4,430 | 3,467 | 6,998 |
Total other income, net | $ 31,355 | $ 27,450 | $ 32,503 |
Quarterly Data (Unaudited) - Un
Quarterly Data (Unaudited) - Unaudited Quarterly Data Including Adjustments (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||
Revenues | $ 418,236 | $ 477,977 | $ 1,100,317 | $ 888,792 | $ 560,249 | $ 613,237 | $ 1,493,623 | $ 1,045,826 | $ 2,885,322 | $ 3,712,935 | $ 3,166,543 | ||||||||
Operating income (loss) | (8,947) | 15,635 | 371,681 | 2,340 | (6,408) | 4,426 | 284,922 | 179,693 | 380,709 | 462,633 | 392,194 | ||||||||
Net (loss) income including noncontrolling interest | (49,805) | (25,441) | 329,779 | (39,564) | (47,432) | (37,749) | 242,950 | 136,672 | 214,969 | 294,441 | 225,091 | ||||||||
Net (loss) income attributable to AmeriGas Partners, L.P. | $ (49,695) | $ (25,578) | $ 326,055 | $ (39,571) | $ (47,347) | $ (37,761) | $ 240,103 | $ 134,898 | $ 211,211 | $ 289,893 | $ 221,222 | ||||||||
Income (loss) per limited partner unit: | |||||||||||||||||||
Basic (in dollars per unit) | $ (0.62) | [1] | $ (0.37) | [1] | $ 2.18 | [1] | $ (0.49) | [1] | $ (0.58) | [1] | $ (0.47) | [1] | $ 1.71 | [1] | $ 1.14 | [1] | $ 1.91 | $ 2.82 | $ 2.14 |
Diluted (in dollars per unit) | $ (0.62) | [1] | $ (0.37) | [1] | 2.17 | [1] | (0.49) | [1] | $ (0.58) | [1] | $ (0.47) | [1] | 1.71 | [1] | 1.14 | [1] | $ 1.91 | $ 2.82 | $ 2.14 |
Decrease in income per limited partner unit (in dollars per unit) | $ (1.23) | $ 0 | $ (0.79) | $ (0.24) | |||||||||||||||
[1] | Theoretical distributions of net income (loss) attributable to AmeriGas Partners, L.P. in accordance with accounting guidance regarding the application of the two-class method for determining earnings per share (see Note 2) resulted in a different allocation of net income attributable to AmeriGas Partners, L.P. to the General Partner and the limited partners in the computation of income per limited partner unit which had the effect of decreasing quarterly earnings per limited partner unit for the quarters ended December 31 and March 31 as follows: December 31, March 31,Quarter ended: 2014 2013 2015 2014Decrease in income per limited partner unit $— $(0.24) $(1.23) $(0.79) |
Condensed Financial Informati72
Condensed Financial Information of Registrant (Parent Company) - Balance Sheets (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Sep. 30, 2014 |
Current assets: | ||
Accounts receivable — related party | $ 2,360 | $ 1,925 |
Total current assets | 366,361 | 505,908 |
Other assets | 60,623 | 61,154 |
Total assets | 4,141,712 | 4,364,058 |
Current liabilities: | ||
Accounts payable and other liabilities | 95,234 | 111,096 |
Total current liabilities | 546,294 | 617,514 |
Long-term debt | $ 2,273,817 | $ 2,280,145 |
Commitments and contingencies | ||
Partners’ capital: | ||
Common unitholders | $ 1,145,291 | $ 1,299,260 |
General partner | 18,925 | 20,460 |
Accumulated other comprehensive income | 0 | 2,794 |
Total liabilities and partners’ capital | 4,141,712 | 4,364,058 |
Principal repayments of long-term debt due in 2019 | 454,986 | |
Principal repayments of long-term debt due in 2020 | 554,303 | |
Parent Company | ||
Current assets: | ||
Cash | 8,842 | 4,746 |
Accounts receivable — related party | 499 | 3,147 |
Prepayments and other current assets | 0 | 1,155 |
Total current assets | 9,341 | 9,048 |
Investment in AmeriGas Propane, L.P. | 3,434,114 | 3,588,863 |
Other assets | 19,872 | 23,610 |
Total assets | 3,463,327 | 3,621,521 |
Current liabilities: | ||
Accounts payable and other liabilities | 604 | 500 |
Accrued interest | 47,662 | 47,662 |
Total current liabilities | 48,266 | 48,162 |
Long-term debt | $ 2,250,845 | $ 2,250,845 |
Commitments and contingencies | ||
Partners’ capital: | ||
Common unitholders | $ 1,145,291 | $ 1,299,260 |
General partner | 18,925 | 20,460 |
Accumulated other comprehensive income | 0 | 2,794 |
Total partners’ capital | 1,164,216 | 1,322,514 |
Total liabilities and partners’ capital | 3,463,327 | $ 3,621,521 |
Principal repayments of long-term debt due in 2019 | 450,000 | |
Principal repayments of long-term debt due in 2020 | $ 550,000 |
Condensed Financial Informati73
Condensed Financial Information of Registrant (Parent Company) - Statements of Operations (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |||||||||
Condensed Income Statements | |||||||||||||||||||
Operating expenses, net | $ (8,947) | $ 15,635 | $ 371,681 | $ 2,340 | $ (6,408) | $ 4,426 | $ 284,922 | $ 179,693 | $ 380,709 | $ 462,633 | $ 392,194 | ||||||||
Interest expense | (162,842) | (165,581) | (165,432) | ||||||||||||||||
Loss before income taxes | 217,867 | 297,052 | 226,762 | ||||||||||||||||
Income tax (benefit) expense | 2,898 | 2,611 | 1,671 | ||||||||||||||||
Net (loss) income including noncontrolling interest | (49,805) | (25,441) | 329,779 | (39,564) | (47,432) | (37,749) | 242,950 | 136,672 | 214,969 | 294,441 | 225,091 | ||||||||
Less: net income attributable to noncontrolling interest | (3,758) | (4,548) | (3,869) | ||||||||||||||||
Net income attributable to AmeriGas Partners, L.P. | $ (49,695) | $ (25,578) | $ 326,055 | $ (39,571) | $ (47,347) | $ (37,761) | $ 240,103 | $ 134,898 | 211,211 | 289,893 | 221,222 | ||||||||
Comprehensive income attributable to AmeriGas Partners, L.P. | 208,417 | 277,701 | 279,777 | ||||||||||||||||
General partner’s interest in net income attributable to AmeriGas Partners | 32,469 | 26,749 | 21,498 | ||||||||||||||||
Limited partners’ interest in net income attributable to AmeriGas Partners | $ 178,742 | $ 263,144 | $ 199,724 | ||||||||||||||||
Income (loss) per limited partner unit — basic and diluted (in dollars per unit) | $ (0.62) | [1] | $ (0.37) | [1] | $ 2.18 | [1] | $ (0.49) | [1] | $ (0.58) | [1] | $ (0.47) | [1] | $ 1.71 | [1] | $ 1.14 | [1] | $ 1.91 | $ 2.82 | $ 2.14 |
Average limited partner units outstanding — basic (thousands) (in units) | 92,910 | 92,876 | 92,832 | ||||||||||||||||
Average limited partner units outstanding — diluted (thousands) (in units) | 92,977 | 92,946 | 92,910 | ||||||||||||||||
Parent Company | |||||||||||||||||||
Condensed Income Statements | |||||||||||||||||||
Operating expenses, net | $ (1,517) | $ (258) | $ (289) | ||||||||||||||||
Interest expense | (155,510) | (155,510) | (154,593) | ||||||||||||||||
Loss before income taxes | (157,027) | (155,768) | (154,882) | ||||||||||||||||
Income tax (benefit) expense | (6) | 6 | 1 | ||||||||||||||||
Net (loss) income including noncontrolling interest | (157,021) | (155,774) | (154,883) | ||||||||||||||||
Less: net income attributable to noncontrolling interest | 368,232 | 445,667 | 376,105 | ||||||||||||||||
Net income attributable to AmeriGas Partners, L.P. | 211,211 | 289,893 | 221,222 | ||||||||||||||||
Equity in other comprehensive (loss) income of AmeriGas Propane, L.P. | (2,794) | (12,192) | 58,555 | ||||||||||||||||
Comprehensive income attributable to AmeriGas Partners, L.P. | 208,417 | 277,701 | 279,777 | ||||||||||||||||
General partner’s interest in net income attributable to AmeriGas Partners | 32,469 | 26,749 | 21,498 | ||||||||||||||||
Limited partners’ interest in net income attributable to AmeriGas Partners | $ 178,742 | $ 263,144 | $ 199,724 | ||||||||||||||||
Income (loss) per limited partner unit — basic and diluted (in dollars per unit) | $ 1.91 | $ 2.82 | $ 2.14 | ||||||||||||||||
Average limited partner units outstanding — basic (thousands) (in units) | 92,910 | 92,876 | 92,832 | ||||||||||||||||
Average limited partner units outstanding — diluted (thousands) (in units) | 92,977 | 92,946 | 92,910 | ||||||||||||||||
[1] | Theoretical distributions of net income (loss) attributable to AmeriGas Partners, L.P. in accordance with accounting guidance regarding the application of the two-class method for determining earnings per share (see Note 2) resulted in a different allocation of net income attributable to AmeriGas Partners, L.P. to the General Partner and the limited partners in the computation of income per limited partner unit which had the effect of decreasing quarterly earnings per limited partner unit for the quarters ended December 31 and March 31 as follows: December 31, March 31,Quarter ended: 2014 2013 2015 2014Decrease in income per limited partner unit $— $(0.24) $(1.23) $(0.79) |
Condensed Financial Informati74
Condensed Financial Information of Registrant (Parent Company) - Statements of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | ||
Condensed Cash Flow Statements | ||||
NET CASH PROVIDED BY OPERATING ACTIVITIES | $ 523,858 | $ 480,070 | $ 355,603 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Distributions | (368,426) | (346,744) | (327,000) | |
Capital contributions from General Partner | 34 | 25 | 13 | |
Net cash used by financing activities | (423,548) | (369,476) | (294,179) | |
Cash and cash equivalents increase (decrease) | 1,277 | 845 | (47,467) | |
CASH AND CASH EQUIVALENTS: | ||||
End of year | 14,757 | 13,480 | 12,635 | |
Beginning of year | 13,480 | 12,635 | 60,102 | |
Increase (decrease) | 1,277 | 845 | (47,467) | |
Parent Company | ||||
Condensed Cash Flow Statements | ||||
NET CASH PROVIDED BY OPERATING ACTIVITIES | [1] | 368,987 | 348,704 | 325,320 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Distributions | (368,426) | (346,744) | (327,000) | |
Proceeds associated with equity based compensation plans, net of tax withheld | 3,501 | 2,499 | 1,221 | |
Capital contributions from General Partner | 34 | 25 | 13 | |
Net cash used by financing activities | (364,891) | (344,220) | (325,766) | |
Cash and cash equivalents increase (decrease) | 4,096 | 4,484 | (446) | |
CASH AND CASH EQUIVALENTS: | ||||
End of year | 8,842 | 4,746 | 262 | |
Beginning of year | 4,746 | 262 | 708 | |
Increase (decrease) | 4,096 | 4,484 | (446) | |
Distributions received from AmeriGas Propane, L.P | $ 519,885 | $ 498,204 | $ 478,458 | |
[1] | Includes cash distributions received from AmeriGas Propane, L.P. of $519,885, $498,204 and $478,458 for the years ended September 30, 2015, 2014 and 2013, respectively. |
Valuation and Qualifying Acco75
Valuation and Qualifying Accounts (Details) - Allowance for Doubtful Accounts - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | ||
Valuation And Qualifying Accounts | ||||
Balance at beginning of year | $ 17,681 | $ 18,552 | $ 17,217 | |
Charged to costs and expenses | 15,800 | 26,403 | 16,477 | |
Other | [1] | (21,224) | (27,274) | (15,142) |
Balance at end of year | $ 12,257 | $ 17,681 | $ 18,552 | |
[1] | Uncollectible accounts written off, net of recoveries. |