AMERIGAS PARTNERS LP, 10-Q filed on 8/7/2018
Quarterly Report
v3.10.0.1
Document and Entity Information - shares
9 Months Ended
Jun. 30, 2018
Jul. 31, 2018
Document and Entity Information [Abstract]    
Entity Registrant Name AMERIGAS PARTNERS LP  
Entity Central Index Key 0000932628  
Document Type 10-Q  
Document Period End Date Jun. 30, 2018  
Amendment Flag false  
Document Fiscal Year Focus 2018  
Document Fiscal Period Focus Q3  
Current Fiscal Year End Date --09-30  
Entity Filer Category Large Accelerated Filer  
Entity Common Stock, Shares Outstanding   92,977,072
v3.10.0.1
Condensed Consolidated Balance Sheets (unaudited) - USD ($)
$ in Thousands
Jun. 30, 2018
Sep. 30, 2017
Jun. 30, 2017
Current assets:      
Cash and cash equivalents $ 5,082 $ 7,316 $ 4,710
Accounts receivable (less allowances for doubtful accounts of $15,127, $11,820 and $12,801, respectively) 215,424 197,776 205,039
Accounts receivable — related parties 4,036 3,665 3,236
Inventories 116,133 116,679 93,892
Derivative instruments 26,821 30,483 2,080
Prepaid expenses and other current assets 59,725 57,855 52,129
Total current assets 427,221 413,774 361,086
Property, plant and equipment (less accumulated depreciation and amortization of $1,162,119, $1,511,890 and $1,584,416, respectively) 1,158,045 1,206,710 1,231,653
Goodwill 2,006,139 2,002,010 2,002,046
Intangible assets, net 290,023 390,040 399,738
Derivative instruments 2,845 1,320 279
Other assets 42,068 45,407 43,172
Total assets 3,926,341 4,059,261 4,037,974
Current liabilities:      
Current maturities of long-term debt 9,176 8,447 11,332
Short-term borrowings 177,000 140,000 75,500
Accounts payable — trade 101,182 119,686 89,097
Accounts payable — related parties 241 304 869
Customer deposits and advances 52,191 109,453 69,024
Other current liabilities 189,782 203,642 184,655
Total current liabilities 529,572 581,532 430,477
Long-term debt 2,565,181 2,563,832 2,567,994
Other noncurrent liabilities 128,943 130,826 136,746
Total liabilities 3,223,696 3,276,190 3,135,217
Commitments and contingencies (Note 6)
AmeriGas Partners, L.P. partners’ capital:      
Common unitholders (units issued — 92,977,072, 92,958,586 and 92,958,063, respectively) 654,418 733,104 850,578
General partner 14,001 14,795 15,973
Total AmeriGas Partners, L.P. partners’ capital 668,419 747,899 866,551
Noncontrolling interest 34,226 35,172 36,206
Total partners’ capital 702,645 783,071 902,757
Total liabilities and partners’ capital $ 3,926,341 $ 4,059,261 $ 4,037,974
v3.10.0.1
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - USD ($)
$ in Thousands
Jun. 30, 2018
Sep. 30, 2017
Jun. 30, 2017
Statement of Financial Position [Abstract]      
Accounts receivable, allowances for doubtful accounts $ 15,127 $ 11,820 $ 12,801
Property, plant and equipment, accumulated depreciation and amortization $ 1,162,119 $ 1,511,890 $ 1,584,416
Common unitholders, units issued (in shares) 92,977,072 92,958,586 92,958,063
v3.10.0.1
Condensed Consolidated Statements of Operations (unaudited) - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Revenues:        
Propane $ 461,875 $ 403,954 $ 2,141,128 $ 1,803,816
Other 66,528 63,542 214,903 204,506
Total, revenues 528,403 467,496 2,356,031 2,008,322
Costs and expenses:        
Cost of sales — propane (excluding depreciation shown below) 199,652 181,047 1,039,647 762,531
Cost of sales — other (excluding depreciation shown below) 24,492 22,367 64,770 60,276
Operating and administrative expenses 222,358 227,372 704,146 694,180
Impairment of tradenames and trademarks 75,000 0 75,000 0
Depreciation 36,005 35,482 109,400 103,891
Amortization 10,388 10,659 29,568 31,873
Other operating income, net (5,793) (8,294) (17,443) (10,787)
Total, costs and expenses 562,102 468,633 2,005,088 1,641,964
Operating (loss) income (33,699) (1,137) 350,943 366,358
Loss on extinguishments of debt 0 (4,434) 0 (59,729)
Interest expense (40,449) (40,577) (122,021) (120,596)
(Loss) income before income taxes (74,148) (46,148) 228,922 186,033
Income tax expense (624) (646) (3,658) (2,129)
Net (loss) income including noncontrolling interest (74,772) (46,794) 225,264 183,904
Add net loss (deduct net income) attributable to noncontrolling interest 376 42 (3,415) (3,614)
Net (loss) income attributable to AmeriGas Partners, L.P. (74,396) (46,752) 221,849 180,290
General partner’s interest in net (loss) income attributable to AmeriGas Partners, L.P. 10,587 10,862 36,208 34,000
Limited partners’ interest in net (loss) income attributable to AmeriGas Partners, L.P. $ (84,983) $ (57,614) $ 185,641 $ 146,290
(Loss) income per limited partner unit:        
Basic (in usd per share) $ (0.91) $ (0.62) $ 2.00 $ 1.56
Diluted (in usd per share) $ (0.91) $ (0.62) $ 1.99 $ 1.56
Weighted average limited partner units outstanding (thousands):        
Basic (in shares) 93,042 93,009 93,031 92,993
Diluted (in shares) 93,042 93,009 93,082 93,045
v3.10.0.1
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($)
$ in Thousands
9 Months Ended
Jun. 30, 2018
Jun. 30, 2017
CASH FLOWS FROM OPERATING ACTIVITIES    
Net income including noncontrolling interest $ 225,264 $ 183,904
Adjustments to reconcile net income including noncontrolling interest to net cash provided by operating activities:    
Depreciation and amortization 138,968 135,764
Provision for uncollectible accounts 11,769 9,667
Changes in unrealized losses gains and losses on derivative instruments 10,138 8,853
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) 75,000 0
Loss on extinguishments of debt 0 59,729
Other, net (1,846) 16,534
Net change in:    
Accounts receivable (28,987) (33,942)
Inventories 598 (14,648)
Accounts payable (18,538) (3,699)
Other current assets 3,361 (3,272)
Other current liabilities (71,400) (70,402)
Net cash provided by operating activities 344,327 288,488
CASH FLOWS FROM INVESTING ACTIVITIES    
Expenditures for property, plant and equipment (72,893) (74,482)
Proceeds from disposals of assets 10,260 16,252
Acquisitions of businesses, net of cash acquired (9,382) (36,824)
Net cash used by investing activities (72,015) (95,054)
CASH FLOWS FROM FINANCING ACTIVITIES    
Distributions (301,980) (298,232)
Noncontrolling interest activity (4,361) (2,396)
Increase (decrease) in short-term borrowings 37,000 (77,700)
Issuances of long-term debt, net of issuance costs 0 1,207,727
Repayments of long-term debt, including redemption premiums (3,174) (1,035,430)
Proceeds associated with equity-based compensation plans, net of tax withheld 0 1,465
Capital contributions from General Partner 8 15
Other (2,039) 0
Net cash used by financing activities (274,546) (204,551)
Cash and cash equivalents decrease (2,234) (11,117)
CASH AND CASH EQUIVALENTS    
End of period 5,082 4,710
Beginning of period $ 7,316 $ 15,827
v3.10.0.1
Condensed Consolidated Statements of Partners' Capital (unaudited) - USD ($)
Total
Total AmeriGas Partners, L.P. partners’ capital
Common units
General partner
Noncontrolling interest
Beginning Balance (in units) at Sep. 30, 2016     92,923,410    
Beginning Balance at Sep. 30, 2016 $ 1,019,209,000 $ 984,221,000 $ 967,073,000 $ 17,148,000 $ 34,988,000
Increase (Decrease) in Partners' Capital          
Net income including noncontrolling interest 183,904,000 180,290,000 146,290,000   3,614,000
Net income (loss) allocated to general partners (34,000,000)        
Distributions (302,230,000) (298,232,000) (263,042,000) (35,190,000) (3,998,000)
Unit-based compensation expense 1,013,000 1,013,000 $ 1,013,000    
General Partner contribution to AmeriGas Propane, L.P. 1,602,000       1,602,000
Common Units issued in connection with employee and director plans, net of tax withheld (in units)     34,653    
Common Units issued in connection with employee and director plans, net of tax withheld (741,000) (741,000) $ (756,000) 15,000  
Ending Balance (in units) at Jun. 30, 2017     92,958,063    
Ending Balance at Jun. 30, 2017 $ 902,757,000 866,551,000 $ 850,578,000 15,973,000 36,206,000
Limited Partners' Capital Account, Units Issued 92,958,063        
Limited Partners' Capital Account, Units Issued 92,958,586        
Beginning Balance at Sep. 30, 2017 $ 783,071,000 747,899,000 733,104,000 14,795,000 35,172,000
Increase (Decrease) in Partners' Capital          
Net income including noncontrolling interest 225,264,000 221,849,000 185,641,000 36,208,000 3,415,000
Net income (loss) allocated to general partners (36,208,000)        
Distributions (306,341,000) (301,980,000) (264,970,000) (37,010,000) (4,361,000)
Unit-based compensation expense 983,000 983,000 $ 983,000    
General Partner contribution to AmeriGas Propane, L.P. 0        
Common Units issued in connection with employee and director plans, net of tax withheld (in units)     18,486    
Common Units issued in connection with employee and director plans, net of tax withheld (332,000) (332,000) $ (340,000) 8,000  
Ending Balance (in units) at Jun. 30, 2018     92,977,072    
Ending Balance at Jun. 30, 2018 $ 702,645,000 $ 668,419,000 $ 654,418,000 $ 14,001,000 $ 34,226,000
Limited Partners' Capital Account, Units Issued 92,977,072        
v3.10.0.1
Nature of Operations
9 Months Ended
Jun. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Nature of Operations
Note 1 — Nature of Operations

AmeriGas Partners, L.P. (“AmeriGas Partners”) is a publicly traded limited partnership that conducts a national propane distribution business through its principal operating subsidiary AmeriGas Propane, L.P. (“AmeriGas OLP”). AmeriGas Partners and AmeriGas OLP are Delaware limited partnerships. AmeriGas Partners, AmeriGas OLP and all of their subsidiaries are collectively referred to herein as “the Partnership” or “we.”

AmeriGas OLP is engaged in the distribution of propane and related equipment and supplies. AmeriGas OLP comprises the largest retail propane distribution business in the United States serving residential, commercial, industrial, motor fuel and agricultural customers in all 50 states.

At June 30, 2018, 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 also owns AmeriGas Partners Common Units (“Common Units”). The remaining Common Units outstanding represent 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 AmeriGas OLP 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 9).
v3.10.0.1
Summary of Significant Accounting Policies
9 Months Ended
Jun. 30, 2018
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies
Note 2 — Summary of Significant Accounting Policies
 
The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). They include all adjustments which we consider necessary for a fair statement of the results for the interim periods presented. Such adjustments consist only of normal recurring items unless otherwise disclosed. The September 30, 2017, condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”).

These financial statements should be read in conjunction with the financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2017 (“the Partnership’s 2017 Annual Report”). Weather significantly impacts demand for propane and profitability because many customers use propane for heating purposes. Due to the seasonal nature of the Partnership’s propane business, the results of operations for interim periods are not necessarily indicative of the results to be expected for a full year.

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., AmeriGas Eagle Finance Corp., AP Eagle Finance Corp., and AmeriGas Finance LLC. AmeriGas Partners and AmeriGas OLP are under the common control of the General Partner. The General Partner of AmeriGas OLP, which is also the General Partner of AmeriGas Partners, makes all decisions for AmeriGas OLP; limited partners of AmeriGas OLP do not have the ability to remove the General Partner or participate in the decision-making for AmeriGas OLP. The accounts of AmeriGas OLP are included based upon the determination that AmeriGas Partners has a controlling financial interest in and is the primary beneficiary of AmeriGas OLP.

Allocation of Net Income (Loss). Net income (loss) attributable to AmeriGas Partners, L.P. is allocated to the General Partner and the limited partners in accordance with their respective ownership percentages after giving effect to amounts distributed to the General Partner in excess of its 1% general partner interest in AmeriGas Partners based on its incentive distribution rights (“IDRs”) under the Fourth Amended and Restated Agreement of Limited Partnership of AmeriGas Partners, L.P., as amended (“Partnership Agreement”).

Income (Loss) Per Unit. Income (loss) per limited partner unit is computed in accordance with GAAP regarding the application of the two-class method for determining income (loss) per unit for master limited partnerships (“MLPs”) when IDRs are present. The two-class method requires that income per limited partner unit be calculated as if all earnings for the period were distributed and requires a separate calculation for each quarter and year-to-date period. In periods when our net income attributable to AmeriGas Partners exceeds our Available Cash, as defined in the Partnership Agreement, and is above certain levels, the calculation according to the two-class method results in an increased allocation of undistributed earnings to the General Partner. Generally, in periods when our Available Cash in respect of the quarter or year-to-date periods exceeds our net income (loss) attributable to AmeriGas Partners, the calculation according to the two-class method results in an allocation of earnings to the General Partner greater than its relative ownership interest in the Partnership (or in the case of a net loss attributable to AmeriGas Partners, an allocation of such net loss to the Common Unitholders greater than their relative ownership interest in the Partnership).

The following table sets forth reconciliations of the numerators and denominators of the basic and diluted income per limited partner unit computations:
 
 
Three Months Ended
June 30,
 
Nine Months Ended
June 30,
 
 
2018
 
2017
 
2018
 
2017
Net (loss) income attributable to AmeriGas Partners, L.P.
 
$
(74,396
)
 
$
(46,752
)
 
$
221,849

 
$
180,290

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
 
(10,587
)
 
(10,862
)
 
(36,215
)
 
(34,908
)
Common Unitholders’ interest in net (loss) income attributable to AmeriGas Partners, L.P. under the two-class method for MLPs
 
$
(84,983
)
 
$
(57,614
)
 
$
185,634

 
$
145,382

 
 
 
 
 
 
 
 
 
Weighted average Common Units outstanding — basic (thousands)
 
93,042

 
93,009

 
93,031

 
92,993

Potentially dilutive Common Units (thousands)
 

 

 
51

 
52

Weighted average Common Units outstanding — diluted (thousands)
 
93,042

 
93,009

 
93,082

 
93,045



Theoretical distributions of net income attributable to AmeriGas Partners, L.P. in accordance with the two-class method for the nine months ended June 30, 2017, resulted in an increased allocation of net income attributable to AmeriGas Partners, L.P. to the General Partner in the computation of income per limited partner unit which had the effect of decreasing earnings per limited partner unit by $0.01. There was no dilutive effect based upon the computation of income (loss) per limited partner unit in accordance with the two-class method for the three and nine months ended June 30, 2018 and for the three months ended June 30, 2017.

Potentially dilutive Common Units included in the diluted limited partner units outstanding computation reflect the effects of restricted Common Unit awards granted under the General Partner’s incentive compensation plans.

Derivative Instruments. Derivative instruments are reported on the Condensed Consolidated Balance Sheets at their fair values, unless the normal purchase and normal sale (“NPNS”) exception is elected. The accounting for changes in fair value depends upon the purpose of the derivative instrument and whether it qualifies and is designated as a hedge for accounting purposes. Changes in the fair values of these derivative instruments are reflected in “Cost of sales — propane” on the Condensed 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 8.

Intangible Assets. Intangible assets with indefinite lives are not amortized but are tested annually for impairment (and more frequently if indicators of impairment are present) and written down to fair value, if impaired. In April 2018, the Partnership’s senior management approved a plan to discontinue the use of tradenames and trademarks, primarily associated with its January 2012 acquisition of Heritage Propane, over a period of approximately three years. As a result, during the three months ended June 30, 2018, the Partnership determined that these tradenames and trademarks no longer had indefinite lives and, in accordance with GAAP associated with intangible assets, adjusted the carrying amounts of these tradenames and trademarks to their estimated fair values. For further information, see Notes 4 and 7.

Use of Estimates. The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and costs. These estimates are based on management’s knowledge of current events, historical experience and various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may be different from these estimates and assumptions.

Reclassifications. Certain prior-period amounts have been reclassified to conform to the current-period presentation.
v3.10.0.1
Accounting Changes
9 Months Ended
Jun. 30, 2018
New Accounting Pronouncements and Changes in Accounting Principles [Abstract]  
Accounting Changes
Note 3 — Accounting Changes

Accounting Standards Not Yet Adopted

Derivatives and Hedging. In August 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-12, “Targeted Improvements to Accounting for Hedging Activities.” This ASU amends and simplifies existing guidance to allow companies to more accurately present the economic effects of risk management activities in the financial statements. The amendments in this ASU are effective for interim and annual periods beginning after December 15, 2018 (Fiscal 2020). Early adoption is permitted. For cash flow and net investment hedges as of the adoption date, the guidance requires a modified retrospective approach. The amended presentation and disclosure guidance is required only prospectively. The Partnership is in the process of assessing the impact on its financial statements from the adoption of the new guidance and determining the period in which the new guidance will be adopted.

Leases. In February 2016, the FASB issued ASU No. 2016-02, "Leases." This ASU, as subsequently updated, amends existing guidance to require entities that lease assets to recognize the assets and liabilities for the rights and obligations created by those leases on the balance sheet. The new guidance also requires additional disclosures about the amount, timing and uncertainty of cash flows from leases. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2018 (Fiscal 2020). Early adoption is permitted. Lessees must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. In July 2018, the FASB issued ASU No. 2018-11, “Leases: Targeted Improvements.” Among other things, this ASU provides entities with a transition option to recognize the cumulative-effect adjustment from the modified retrospective application to the opening balance of retained earnings in the period of adoption rather than the earliest period presented in the financial statements. The Partnership currently expects to adopt ASU No. 2016-02, as updated, effective October 1, 2019. The Partnership has not yet selected a transition method and is currently in the process of assessing the impact on its financial statements from the adoption of ASU No. 2016-02 but anticipates an increase in the recognition of right-of-use assets and lease liabilities.

Revenue Recognition. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). The guidance provided under ASU 2014-09, as amended, supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) No. 605, “Revenue Recognition,” and most industry-specific guidance included in the ASC. ASU 2014-09 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. The new guidance is effective for the Partnership for interim and annual periods beginning after December 15, 2017 (Fiscal 2019) and allows for either full retrospective adoption or modified retrospective adoption.

The Partnership is in the process of analyzing the impact of the new guidance using an integrated approach which includes evaluating differences in the amount and timing of revenue recognition from applying the requirements of the new guidance, reviewing its accounting policies and practices, and assessing the need for changes to its processes, accounting systems and design of internal controls. The Partnership has completed the assessment of a significant number of its contracts with customers under the new guidance to determine the effect of the adoption of the new guidance. Although the Partnership has not completed its assessment of the impact of the new guidance, the Partnership does not expect its adoption will have a material impact on its consolidated financial statements.

The Partnership anticipates that it will adopt the new standard using the modified retrospective transition method effective October 1, 2018.
v3.10.0.1
Goodwill and Intangible Assets
9 Months Ended
Jun. 30, 2018
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets
Note 4 — Goodwill and Intangible Assets

The Partnership’s goodwill and intangible assets comprise the following:
 
 
June 30,
2018
 
September 30,
2017
 
June 30,
2017
Goodwill (not subject to amortization)
 
$
2,006,139

 
$
2,002,010

 
$
2,002,046

Intangible assets:
 
 
 
 
 
 
Customer relationships and noncompete agreements
 
$
499,579

 
$
497,385

 
$
536,894

Trademarks and tradenames
 
7,944

 

 

Accumulated amortization
 
(217,500
)
 
(190,289
)
 
(220,100
)
Intangible assets, net (definite-lived)
 
290,023


307,096


316,794

Trademarks and tradenames (indefinite-lived)
 

 
82,944

 
82,944

Total intangible assets, net
 
$
290,023

 
$
390,040

 
$
399,738



Amortization expense of intangible assets was $10,388 and $9,466 for the three months ended June 30, 2018 and 2017, respectively. Amortization expense of intangible assets was $29,568 and $28,295 for the nine months ended June 30, 2018 and 2017, respectively. No amortization expense is included in cost of sales on the condensed consolidated statements of operations. The estimated aggregate amortization expense of intangible assets for the remainder of Fiscal 2018 and the next four fiscal years is as follows: remainder of Fiscal 2018$10,360; Fiscal 2019$40,379; Fiscal 2020$39,133; Fiscal 2021$35,940; Fiscal 2022$32,984.

In April 2018, a plan to discontinue the use of indefinite-lived tradenames and trademarks, primarily those associated with the Partnership’s January 2012 acquisition of Heritage Propane, was presented to the Partnership’s senior management. After considering the merits of the plan, the Partnership’s senior management approved a plan to discontinue the use of these tradenames and trademarks over a period of approximately three years. As a result, during the three months ended June 30, 2018, the Partnership determined that these tradenames and trademarks no longer had indefinite lives and, in accordance with GAAP associated with intangible assets, adjusted the carrying amounts of these tradenames and trademarks to their estimated fair values of approximately $7,944. During the three months ended June 30, 2018, the Partnership recorded a non-cash impairment charge of $75,000 which amount is reflected in “Impairment of tradenames and trademarks” on the Condensed Consolidated Statements of Operations, and is amortizing the remaining fair value of these tradenames and trademarks of $7,944 over their estimated period of benefit of three years. See Note 7 for further information on the determination of fair values for the affected tradenames and trademarks.
v3.10.0.1
Debt
9 Months Ended
Jun. 30, 2018
Debt Disclosure [Abstract]  
Debt
Note 5 — Debt

In December 2017, AmeriGas OLP entered into the Second Amended and Restated Credit Agreement (“Second Amended Credit Agreement”) with a group of banks. The Second Amended Credit Agreement amends and restates a previous credit agreement. The Second Amended Credit Agreement provides for borrowings up to $600,000 (including a $150,000 sublimit for letters of credit) and expires in December 2022. The Second Amended 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 Second Amended Credit Agreement, plus a margin. The applicable margin on base rate borrowings ranges from 0.50% to 1.75%, and the applicable margin on Eurodollar Rate borrowings ranges from 1.50% to 2.75%. The aforementioned margins on borrowings are dependent upon AmeriGas Partners’ ratio of debt to earnings before interest expense, income taxes, depreciation and amortization (each as defined in the Second Amended Credit Agreement).

During the three and nine months ended June 30, 2017, the Partnership recognized losses of $4,434 and $59,729, respectively, in connection with early repayments of its 7.00% Senior Notes. These losses are reflected in “Loss on extinguishments of debt” on the Condensed Consolidated Statements of Operations.
v3.10.0.1
Commitments and Contingencies
9 Months Ended
Jun. 30, 2018
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
Note 6 — Commitments and Contingencies

Contingencies

Saranac Lake Environmental Matter. By letter dated March 6, 2008, the New York State Department of Environmental Conservation (“DEC”) notified AmeriGas OLP that the DEC had placed property purportedly owned by AmeriGas OLP in Saranac Lake, New York on the New York State Registry of Inactive Hazardous Waste Disposal Sites. A site characterization study performed by the DEC disclosed contamination related to a former manufactured gas plant (“MGP”). At that time, AmeriGas OLP reviewed the study and researched the history of the site, including the extent of AmeriGas OLP’s ownership. In its written response to the DEC in early 2009, AmeriGas OLP disputed DEC’s contention it was a potentially responsible party (“PRP”) as it did not operate the MGP and appeared to only own a portion of the site. The DEC did not respond to the 2009 communication. In March 2017, the DEC communicated to AmeriGas OLP that the DEC had previously issued three Records of Decision (“RODs”) related to remediation of the site and requested additional information regarding AmeriGas OLP’s purported ownership.  The selected remedies identified in the RODs total approximately $27,700. AmeriGas OLP responded to the DEC’s March 2017 request for ownership information, renewing its challenge to designation as a PRP and identifying potential defenses. In October 2017, the DEC identified a third party PRP with respect to the site.  The DEC commenced implementation of the remediation plan in the spring of 2018. Based on our evaluation of the available information, the Partnership accrued an environmental remediation liability of $7,545 related to the site during the third quarter of Fiscal 2017. Our share of the actual remediation costs could be significantly more or less than the accrued amount.

Purported Class Action Lawsuits. Between May and October of 2014, purported class action lawsuits were filed in multiple jurisdictions against the Partnership/UGI 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 their 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 (“District Court”).  In July 2015, the District Court dismissed all claims brought by direct customers. In June 2017, the United States Court of Appeals for the Eighth Circuit (“Eighth Circuit”) ruled en banc to reverse the dismissal by the District Court, which had previously been affirmed by a panel of the Eighth Circuit.  In September 2017, we filed a Petition for a Writ of Certiorari to the U.S. Supreme Court appealing the decision of the Eighth Circuit. The petition was denied in January 2018 and, as a result, the case was transferred back to the District Court for further proceedings.
  
In July 2015, the District Court also dismissed all claims brought by the indirect customers other than claims for injunctive relief.  The indirect customers filed an amended complaint with the District Court claiming injunctive relief and state law claims under Wisconsin, Maine and Vermont law.  In September 2016, the District Court dismissed the amended complaint in its entirety.  The indirect customers appealed this decision to the Eighth Circuit.  On July 21, 2016, several new indirect customer plaintiffs filed an antitrust class action lawsuit against the Partnership in the Western District of Missouri.  The new indirect customer class action lawsuit was dismissed in September 2016 and certain indirect customer plaintiffs appealed the decision, consolidating their appeal with the indirect customer appeal then pending in the Eighth Circuit. In June 2018, the Eighth Circuit issued its decision affirming the District Court’s decision dismissing the federal antitrust claims, and remanded the case back to the District Court for further proceedings related to the state law claims.

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 statements.
v3.10.0.1
Fair Value Measurements
9 Months Ended
Jun. 30, 2018
Fair Value Disclosures [Abstract]  
Fair Value Measurements
Note 7 — Fair Value Measurements

Recurring Fair Value Measurements - Derivative Instruments

The following table presents on a gross basis our derivative assets and liabilities, including both current and noncurrent portions, that are measured at fair value on a recurring basis within the fair value hierarchy, as of June 30, 2018September 30, 2017 and June 30, 2017: 
 
 
Asset (Liability)
 
 
Level 1
 
Level 2
 
Level 3
 
Total
June 30, 2018:
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
Commodity contracts
 
$

 
$
30,086

 
$

 
$
30,086

Liabilities:
 
 
 
 
 
 
 
 
Commodity contracts
 
$

 
$
(420
)
 
$

 
$
(420
)
September 30, 2017:
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
Commodity contracts
 
$

 
$
40,714

 
$

 
$
40,714

Liabilities:
 
 
 
 
 
 
 
 
Commodity contracts
 
$

 
$
(920
)
 
$

 
$
(920
)
June 30, 2017:
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
Commodity contracts
 
$

 
$
6,369

 
$

 
$
6,369

Liabilities:
 
 
 
 
 
 
 
 
Commodity contracts
 
$

 
$
(6,481
)
 
$

 
$
(6,481
)

 
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.

Nonrecurring Fair Value Measurements

As discussed in Note 4, in April 2018, the Partnership’s senior management approved a plan to discontinue the use of indefinite-lived tradenames and trademarks, primarily those associated with the Partnership’s January 2012 acquisition of Heritage Propane. This action required the Partnership to remeasure the fair values of these tradenames and trademarks based upon their remaining period of benefit. The Partnership used the relief from royalty method to estimate the fair values of the tradenames and trademarks, which method estimates our theoretical royalty savings from ownership of the tradenames and trademarks. Key assumptions used in this method include discount rates, royalty rates, growth rates and sales projections. These assumptions reflect current economic conditions, management expectations and projected future cash flows expected to be generated from these tradenames and trademarks. The Partnership has determined that the lowest level of the input that is significant to the fair value measurement are unobservable inputs that fall within Level 3 of the fair value hierarchy. As of the April 2018 measurement date, these tradenames and trademarks had an estimated fair value of $7,944.

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. We estimate the fair value of long-term debt by using current market rates and by discounting future cash flows using rates available for similar type debt (Level 2). The carrying amount and estimated fair value of our long-term debt (including current maturities but excluding unamortized debt issuance costs) at June 30, 2018, September 30, 2017 and June 30, 2017 were as follows:

 
June 30, 2018
 
September 30, 2017
 
June 30, 2017
Carrying amount
$
2,602,827

 
$
2,603,610

 
$
2,611,981

Estimated fair value
$
2,519,411

 
$
2,699,428

 
$
2,667,681



Financial instruments other than derivative instruments, such as short-term investments and trade accounts receivable, could expose us to concentrations of credit risk. We limit credit risk from short-term investments by investing only in investment-grade commercial paper, money market mutual funds, securities guaranteed by the U.S. Government or its agencies and FDIC insured bank deposits. The credit risk arising from concentrations of trade accounts receivable is limited because we have a large customer base that extends across many different U.S. markets.
v3.10.0.1
Derivative Instruments and Hedging Activities
9 Months Ended
Jun. 30, 2018
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivative Instruments and Hedging Activities
Note 8 — Derivative Instruments and Hedging Activities

The Partnership is exposed to certain market risks associated with its ongoing business operations. Management uses derivative financial and commodity instruments, among other things, to manage these risks. The primary risk managed by derivative instruments is commodity price 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. Although our commodity derivative instruments extend over a number of years, a significant portion of our commodity derivative instruments economically hedge commodity price risk during the next twelve months.

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. The Partnership, from time to time, enters into price swap and put option agreements to reduce the effects of short-term commodity price volatility. At June 30, 2018, September 30, 2017 and June 30, 2017, total volumes associated with propane commodity derivatives totaled 226.6 million gallons, 213.6 million gallons and 213.8 million gallons, respectively. At June 30, 2018, the maximum period over which we are economically hedging propane market price risk is 23 months.

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 June 30, 2018. Certain of our derivative contracts have credit-risk-related contingent features that may require the posting of additional collateral in the event of a downgrade in the Partnership’s debt rating. At June 30, 2018, 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 the condensed consolidated balance sheets if the right of offset exists. Our derivative instruments comprise over-the-counter transactions. Over-the-counter contracts are bilateral contracts that are transacted directly with a third party. Certain over-the-counter contracts contain contractual rights of offset through master netting arrangements and contract default provisions. In addition, the contracts are subject to conditional rights of offset through counterparty nonperformance, insolvency or other conditions.

In general, most of our over-the-counter transactions are subject to collateral requirements. Types of collateral generally include cash or letters of credit. Cash collateral paid by us to our over-the-counter derivative counterparties, if any, is reflected in the table below to offset derivative liabilities. Cash collateral received by us from our over-the-counter derivative counterparties, if any, is reflected in the table below to offset derivative assets. Certain other accounts receivable and accounts payable balances recognized on the condensed consolidated balance sheets with our derivative counterparties are not included in the table below but could reduce our net exposure to such counterparties because such balances are subject to master netting or similar arrangements.

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 June 30, 2018, September 30, 2017 and June 30, 2017:

 
 
June 30,
2018
 
September 30,
2017
 
June 30,
2017
Derivative assets not designated as hedging instruments:
 
 
 
 
 
 
Commodity contracts
 
$
30,086

 
$
40,714

 
$
6,369

Total derivative assets — gross
 
30,086

 
40,714

 
6,369

Gross amounts offset in the balance sheet
 
(420
)
 
(920
)
 
(4,010
)
Cash collateral received
 

 
(7,991
)
 

Total derivative assets — net
 
$
29,666

 
$
31,803

 
$
2,359

 
 
 
 
 
 
 
Derivative liabilities not designated as hedging instruments:
 
 
 
 
 
 
Commodity contracts
 
$
(420
)
 
$
(920
)
 
$
(6,481
)
Total derivative liabilities — gross
 
(420
)
 
(920
)
 
(6,481
)
Gross amounts offset in the balance sheet
 
420

 
920

 
4,010

Total derivative liabilities — net (a)
 
$

 
$

 
$
(2,471
)

(a)
Derivative liabilities are recorded in “Other current liabilities” and “Other noncurrent liabilities” on the Condensed Consolidated Balance Sheets.

Effect of Derivative Instruments

The following tables provide information on the effects of derivative instruments on the condensed consolidated statements of operations for the three and nine months ended June 30, 2018 and 2017:
 
 
Gain/(Loss)
Recognized in Income
 
Location of Gain/(Loss)
Recognized in Income
Three Months Ended June 30,
 
2018
 
2017
 
Derivatives Not Designated as Hedging Instruments:
 
 
 
 
 
 
Commodity contracts
 
$
28,545

 
$
(2,744
)
 
Cost of sales  propane
 
 
 
 
 
 
 
 
 
Gain
Recognized in Income
 
Location of Gain
Recognized in Income
Nine Months Ended June 30,
 
2018
 
2017
 
Derivatives Not Designated as Hedging Instruments:
 
 
 
 
 
 
Commodity contracts
 
$
30,544

 
$
18,650

 
Cost of sales  propane

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 certain of these contracts have the requisite elements of a derivative instrument, these contracts qualify for NPNS 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.
v3.10.0.1
Related Party Transactions
9 Months Ended
Jun. 30, 2018
Related Party Transactions [Abstract]  
Related Party Transactions
Note 9 — 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 $134,986 and $131,501 for the three months ended June 30, 2018 and 2017, respectively, and $439,386 and $428,919 for the nine months ended June 30, 2018 and 2017, respectively, include employee compensation and benefit expenses of employees of the General Partner and general and administrative expenses.

UGI provides certain financial and administrative services to the General Partner. UGI bills the General Partner monthly for all direct and indirect corporate expenses incurred in connection with providing these services and the General Partner is reimbursed by the Partnership for these expenses. The allocation of indirect UGI corporate expenses to the Partnership utilizes a weighted, three-component formula based on the relative percentage of the Partnership’s revenues, operating expenses and net assets employed to the total of such items for all UGI operating subsidiaries for which general and administrative services are provided. The General Partner believes that this allocation method is reasonable and equitable to the Partnership. Such corporate expenses totaled $4,979 and $4,173 for the three months ended June 30, 2018 and 2017, respectively, and $12,997 and $13,554 for the nine months ended June 30, 2018 and 2017, respectively. In addition, UGI and certain of its subsidiaries provide office space and stop loss medical coverage to the Partnership. The costs incurred related to these items during the three and nine months ended June 30, 2018 and 2017, were not material.

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 is generally based on the market price at the time of purchase. Purchases of propane by AmeriGas OLP from Energy Services during the three and nine months ended June 30, 2018 and 2017, were not material.

In addition, the AmeriGas OLP sells propane to affiliates of UGI. Sales of propane to affiliates of UGI during the three and nine months ended June 30, 2018 and 2017 were not material.
UGI Standby Commitment to Purchase AmeriGas Partners Class B Common Units
On November 7, 2017, AmeriGas Partners entered into a Standby Equity Commitment Agreement (the “Commitment Agreement”) with the General Partner and UGI. Under the terms of the Commitment Agreement, UGI has committed to make up to $225,000 of capital contributions to the Partnership through July 1, 2019 (the “Commitment Period”). UGI’s capital contributions may be made from time to time during the Commitment Period upon request of the Partnership. There have been no capital contributions made to the Partnership under the Commitment Agreement.
In consideration for any capital contributions pursuant to the Commitment Agreement, AmeriGas Partners will issue to UGI or a wholly owned subsidiary new Class B Common Units representing limited partner interests in AmeriGas Partners (“Class B Units”). The Class B Units will be issued at a price per unit equal to the 20-day volume-weighted average price of AmeriGas Partners Common Units prior to the date of the Partnership’s related capital call. The Class B Units will be entitled to cumulative quarterly distributions at a rate equal to the annualized Common Unit yield at the time of the applicable capital call, plus 130 basis points. The Partnership may choose to make the distributions in cash or in kind in the form of additional Class B Units. While outstanding, the Class B Units will not be subject to any incentive distributions from the Partnership.
At any time after five years from the initial issuance of the Class B Units, holders may elect to convert all or any portion of the Class B Units they own into Common Units on a one-for-one basis. At any time after six years from the initial issuance of the Class B Units, the Partnership may elect to convert all or any portion of the Class B Units into Common Units if (i) the closing trading price of the Common Units is greater than 110% of the applicable purchase price for the Class B Units and (ii) the Common Units are listed or admitted for trading on a National Securities Exchange. Upon certain events involving a change of control, and immediately prior to a liquidation or winding up of the Partnership, the Class B Units will automatically convert into Common Units on a one-for-one basis.
v3.10.0.1
Summary of Significant Accounting Policies (Policies)
9 Months Ended
Jun. 30, 2018
Accounting Policies [Abstract]  
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., AmeriGas Eagle Finance Corp., AP Eagle Finance Corp., and AmeriGas Finance LLC. AmeriGas Partners and AmeriGas OLP are under the common control of the General Partner. The General Partner of AmeriGas OLP, which is also the General Partner of AmeriGas Partners, makes all decisions for AmeriGas OLP; limited partners of AmeriGas OLP do not have the ability to remove the General Partner or participate in the decision-making for AmeriGas OLP. The accounts of AmeriGas OLP are included based upon the determination that AmeriGas Partners has a controlling financial interest in and is the primary beneficiary of AmeriGas OLP.
Allocation of Net Income (Loss)
Allocation of Net Income (Loss). Net income (loss) attributable to AmeriGas Partners, L.P. is allocated to the General Partner and the limited partners in accordance with their respective ownership percentages after giving effect to amounts distributed to the General Partner in excess of its 1% general partner interest in AmeriGas Partners based on its incentive distribution rights (“IDRs”) under the Fourth Amended and Restated Agreement of Limited Partnership of AmeriGas Partners, L.P., as amended (“Partnership Agreement”).
Net Income (Loss) Per Unit
Income (Loss) Per Unit. Income (loss) per limited partner unit is computed in accordance with GAAP regarding the application of the two-class method for determining income (loss) per unit for master limited partnerships (“MLPs”) when IDRs are present. The two-class method requires that income per limited partner unit be calculated as if all earnings for the period were distributed and requires a separate calculation for each quarter and year-to-date period. In periods when our net income attributable to AmeriGas Partners exceeds our Available Cash, as defined in the Partnership Agreement, and is above certain levels, the calculation according to the two-class method results in an increased allocation of undistributed earnings to the General Partner. Generally, in periods when our Available Cash in respect of the quarter or year-to-date periods exceeds our net income (loss) attributable to AmeriGas Partners, the calculation according to the two-class method results in an allocation of earnings to the General Partner greater than its relative ownership interest in the Partnership (or in the case of a net loss attributable to AmeriGas Partners, an allocation of such net loss to the Common Unitholders greater than their relative ownership interest in the Partnership).

Derivative Instruments
Derivative Instruments. Derivative instruments are reported on the Condensed Consolidated Balance Sheets at their fair values, unless the normal purchase and normal sale (“NPNS”) exception is elected. The accounting for changes in fair value depends upon the purpose of the derivative instrument and whether it qualifies and is designated as a hedge for accounting purposes. Changes in the fair values of these derivative instruments are reflected in “Cost of sales — propane” on the Condensed Consolidated Statements of Operations. Cash flows from derivative instruments are included in cash flows from operating activities.
Use of Estimates
Use of Estimates. The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and costs. These estimates are based on management’s knowledge of current events, historical experience and various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may be different from these estimates and assumptions.
Reclassifications
Reclassifications. Certain prior-period amounts have been reclassified to conform to the current-period presentation.
Accounting Standards Not Yet Updated
Accounting Standards Not Yet Adopted

Derivatives and Hedging. In August 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-12, “Targeted Improvements to Accounting for Hedging Activities.” This ASU amends and simplifies existing guidance to allow companies to more accurately present the economic effects of risk management activities in the financial statements. The amendments in this ASU are effective for interim and annual periods beginning after December 15, 2018 (Fiscal 2020). Early adoption is permitted. For cash flow and net investment hedges as of the adoption date, the guidance requires a modified retrospective approach. The amended presentation and disclosure guidance is required only prospectively. The Partnership is in the process of assessing the impact on its financial statements from the adoption of the new guidance and determining the period in which the new guidance will be adopted.

Leases. In February 2016, the FASB issued ASU No. 2016-02, "Leases." This ASU, as subsequently updated, amends existing guidance to require entities that lease assets to recognize the assets and liabilities for the rights and obligations created by those leases on the balance sheet. The new guidance also requires additional disclosures about the amount, timing and uncertainty of cash flows from leases. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2018 (Fiscal 2020). Early adoption is permitted. Lessees must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. In July 2018, the FASB issued ASU No. 2018-11, “Leases: Targeted Improvements.” Among other things, this ASU provides entities with a transition option to recognize the cumulative-effect adjustment from the modified retrospective application to the opening balance of retained earnings in the period of adoption rather than the earliest period presented in the financial statements. The Partnership currently expects to adopt ASU No. 2016-02, as updated, effective October 1, 2019. The Partnership has not yet selected a transition method and is currently in the process of assessing the impact on its financial statements from the adoption of ASU No. 2016-02 but anticipates an increase in the recognition of right-of-use assets and lease liabilities.

Revenue Recognition. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). The guidance provided under ASU 2014-09, as amended, supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) No. 605, “Revenue Recognition,” and most industry-specific guidance included in the ASC. ASU 2014-09 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. The new guidance is effective for the Partnership for interim and annual periods beginning after December 15, 2017 (Fiscal 2019) and allows for either full retrospective adoption or modified retrospective adoption.

The Partnership is in the process of analyzing the impact of the new guidance using an integrated approach which includes evaluating differences in the amount and timing of revenue recognition from applying the requirements of the new guidance, reviewing its accounting policies and practices, and assessing the need for changes to its processes, accounting systems and design of internal controls. The Partnership has completed the assessment of a significant number of its contracts with customers under the new guidance to determine the effect of the adoption of the new guidance. Although the Partnership has not completed its assessment of the impact of the new guidance, the Partnership does not expect its adoption will have a material impact on its consolidated financial statements.

The Partnership anticipates that it will adopt the new standard using the modified retrospective transition method effective October 1, 2018.
v3.10.0.1
Summary of Significant Accounting Policies (Tables)
9 Months Ended
Jun. 30, 2018
Accounting Policies [Abstract]  
Schedule of Income Per Limited Partner Unit
The following table sets forth reconciliations of the numerators and denominators of the basic and diluted income per limited partner unit computations:
 
 
Three Months Ended
June 30,
 
Nine Months Ended
June 30,
 
 
2018
 
2017
 
2018
 
2017
Net (loss) income attributable to AmeriGas Partners, L.P.
 
$
(74,396
)
 
$
(46,752
)
 
$
221,849

 
$
180,290

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
 
(10,587
)
 
(10,862
)
 
(36,215
)
 
(34,908
)
Common Unitholders’ interest in net (loss) income attributable to AmeriGas Partners, L.P. under the two-class method for MLPs
 
$
(84,983
)
 
$
(57,614
)
 
$
185,634

 
$
145,382

 
 
 
 
 
 
 
 
 
Weighted average Common Units outstanding — basic (thousands)
 
93,042

 
93,009

 
93,031

 
92,993

Potentially dilutive Common Units (thousands)
 

 

 
51

 
52

Weighted average Common Units outstanding — diluted (thousands)
 
93,042

 
93,009

 
93,082

 
93,045



v3.10.0.1
Goodwill and Intangible Assets (Tables)
9 Months Ended
Jun. 30, 2018
Goodwill and Intangible Assets Disclosure [Abstract]  
Components of Goodwill and Intangible Assets
The Partnership’s goodwill and intangible assets comprise the following:
 
 
June 30,
2018
 
September 30,
2017
 
June 30,
2017
Goodwill (not subject to amortization)
 
$
2,006,139

 
$
2,002,010

 
$
2,002,046

Intangible assets:
 
 
 
 
 
 
Customer relationships and noncompete agreements
 
$
499,579

 
$
497,385

 
$
536,894

Trademarks and tradenames
 
7,944

 

 

Accumulated amortization
 
(217,500
)
 
(190,289
)
 
(220,100
)
Intangible assets, net (definite-lived)
 
290,023


307,096


316,794

Trademarks and tradenames (indefinite-lived)
 

 
82,944

 
82,944

Total intangible assets, net
 
$
290,023

 
$
390,040

 
$
399,738

v3.10.0.1
Fair Value Measurements (Tables)
9 Months Ended
Jun. 30, 2018
Fair Value Disclosures [Abstract]  
Financial Assets and Financial Liabilities at Fair Value on a Recurring Basis
The following table presents on a gross basis our derivative assets and liabilities, including both current and noncurrent portions, that are measured at fair value on a recurring basis within the fair value hierarchy, as of June 30, 2018September 30, 2017 and June 30, 2017: 
 
 
Asset (Liability)
 
 
Level 1
 
Level 2
 
Level 3
 
Total
June 30, 2018:
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
Commodity contracts
 
$

 
$
30,086

 
$

 
$
30,086

Liabilities:
 
 
 
 
 
 
 
 
Commodity contracts
 
$

 
$
(420
)
 
$

 
$
(420
)
September 30, 2017:
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
Commodity contracts
 
$

 
$
40,714

 
$

 
$
40,714

Liabilities:
 
 
 
 
 
 
 
 
Commodity contracts
 
$

 
$
(920
)
 
$

 
$
(920
)
June 30, 2017:
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
Commodity contracts
 
$

 
$
6,369

 
$

 
$
6,369

Liabilities:
 
 
 
 
 
 
 
 
Commodity contracts
 
$

 
$
(6,481
)
 
$

 
$
(6,481
)
Carrying Amount and Estimated Fair Value of Long-term Debt
The carrying amount and estimated fair value of our long-term debt (including current maturities but excluding unamortized debt issuance costs) at June 30, 2018, September 30, 2017 and June 30, 2017 were as follows:

 
June 30, 2018
 
September 30, 2017
 
June 30, 2017
Carrying amount
$
2,602,827

 
$
2,603,610

 
$
2,611,981

Estimated fair value
$
2,519,411

 
$
2,699,428

 
$
2,667,681

v3.10.0.1
Derivative Instruments and Hedging Activities (Tables)
9 Months Ended
Jun. 30, 2018
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 June 30, 2018, September 30, 2017 and June 30, 2017:

 
 
June 30,
2018
 
September 30,
2017
 
June 30,
2017
Derivative assets not designated as hedging instruments:
 
 
 
 
 
 
Commodity contracts
 
$
30,086

 
$
40,714

 
$
6,369

Total derivative assets — gross
 
30,086

 
40,714

 
6,369

Gross amounts offset in the balance sheet
 
(420
)
 
(920
)
 
(4,010
)
Cash collateral received
 

 
(7,991
)
 

Total derivative assets — net
 
$
29,666

 
$
31,803

 
$
2,359

 
 
 
 
 
 
 
Derivative liabilities not designated as hedging instruments:
 
 
 
 
 
 
Commodity contracts
 
$
(420
)
 
$
(920
)
 
$
(6,481
)
Total derivative liabilities — gross
 
(420
)
 
(920
)
 
(6,481
)
Gross amounts offset in the balance sheet
 
420

 
920

 
4,010

Total derivative liabilities — net (a)
 
$

 
$

 
$
(2,471
)

(a)
Derivative liabilities are recorded in “Other current liabilities” and “Other noncurrent liabilities” on the Condensed Consolidated Balance Sheets.

Components of Derivative Instruments Gain (Loss) In Statement of Operations
The following tables provide information on the effects of derivative instruments on the condensed consolidated statements of operations for the three and nine months ended June 30, 2018 and 2017:
 
 
Gain/(Loss)
Recognized in Income
 
Location of Gain/(Loss)
Recognized in Income
Three Months Ended June 30,
 
2018
 
2017
 
Derivatives Not Designated as Hedging Instruments:
 
 
 
 
 
 
Commodity contracts
 
$
28,545

 
$
(2,744
)
 
Cost of sales  propane
 
 
 
 
 
 
 
 
 
Gain
Recognized in Income
 
Location of Gain
Recognized in Income
Nine Months Ended June 30,
 
2018
 
2017
 
Derivatives Not Designated as Hedging Instruments:
 
 
 
 
 
 
Commodity contracts
 
$
30,544

 
$
18,650

 
Cost of sales  propane

v3.10.0.1
Nature of Operations (Details)
9 Months Ended
Jun. 30, 2018
employee
state
General Partners Interest  
Number of states in which the company has market share | state 50
Number of employees of the AmeriGas Partners and the Operating Partnership | employee 0
AmeriGas Propane Inc Partnership Interest in AmeriGas Partners  
General Partners Interest  
General partners ownership interest (as a percent) 1.00%
AmeriGas OLP  
General Partners Interest  
General partners ownership interest (as a percent) 1.01%
Limited partner interest held by AmeriGas Partners in AmeriGas OLP (as a percent) 98.99%
v3.10.0.1
Summary of Significant Accounting Policies - Principles of Consolidation (Details)
Jun. 30, 2018
AmeriGas Finance Corp., AP Eagle Finance Corp. and AmeriGas Finance LLC  
Investment  
Ownership interest percentage 100.00%
v3.10.0.1
Summary of Significant Accounting Policies - Allocation of Net Income (Loss) (Details)
9 Months Ended
Jun. 30, 2018
AmeriGas Propane Inc Partnership Interest in AmeriGas Partners  
Investment  
General partners ownership interest (as a percent) 1.00%
v3.10.0.1
Summary of Significant Accounting Policies - Schedule of Income Per Limited Partner Unit (Details) - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Accounting Policies [Abstract]        
Net (loss) income attributable to AmeriGas Partners, L.P. $ (74,396) $ (46,752) $ 221,849 $ 180,290
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 (10,587) (10,862) (36,215) (34,908)
Common Unitholders’ interest in net (loss) income attributable to AmeriGas Partners, L.P. under the two-class method for MLPs $ (84,983) $ (57,614) $ 185,634 $ 145,382
Weighted average Common Units outstanding—basic (in shares) 93,042 93,009 93,031 92,993
Potentially dilutive Common Units (in units) 0 0 51 52
Weighted average Common Units outstanding—diluted (in shares) 93,042 93,009 93,082 93,045
v3.10.0.1
Summary of Significant Accounting Policies - Net Income (Loss) Per Unit (Details) - $ / shares
9 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Accounting Policies [Abstract]    
Dilutive effect of theoretical distributions of net income on earnings (in usd per share) $ 0.00 $ 0.01
v3.10.0.1
Goodwill And Intangible Assets - Components of Goodwill and Intangible Assets (Details) - USD ($)
$ in Thousands
Jun. 30, 2018
Apr. 30, 2018
Sep. 30, 2017
Jun. 30, 2017
Goodwill and Intangible Assets Disclosure [Abstract]        
Goodwill (not subject to amortization) $ 2,006,139   $ 2,002,010 $ 2,002,046
Intangible assets:        
Customer relationships and noncompete agreements 499,579   497,385 536,894
Trademarks and tradenames 7,944 $ 7,944 0 0
Accumulated amortization (217,500)   (190,289) (220,100)
Intangible assets, net (definite-lived) 290,023   307,096 316,794
Trademarks and tradenames (indefinite-lived) 0   82,944 82,944
Total intangible assets, net $ 290,023   $ 390,040 $ 399,738
v3.10.0.1
Goodwill and Intangible Assets - Narrative (Details) - USD ($)
1 Months Ended 3 Months Ended 9 Months Ended
Apr. 30, 2018
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Sep. 30, 2017
Finite-Lived Intangible Assets            
Amortization of intangible assets   $ 10,388,000 $ 9,466,000 $ 29,568,000 $ 28,295,000  
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity            
Remainder fiscal 2018   10,360,000   10,360,000    
Fiscal 2019   40,379,000   40,379,000    
Fiscal 2020   39,133,000   39,133,000    
Fiscal 2021   35,940,000   35,940,000    
Fiscal 2022   32,984,000   32,984,000    
Trademarks and tradenames $ 7,944,000 7,944,000 0 7,944,000 0 $ 0
Impairment of intangible assets, finite-lived (excluding goodwill)   75,000,000        
Cost of Sales            
Finite-Lived Intangible Assets            
Amortization of intangible assets   $ 0 $ 0 $ 0 $ 0  
Trademarks and Trade Names            
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity            
Definite lived intangible asset, period 3 years          
v3.10.0.1
Debt - Narrative (Details) - USD ($)
1 Months Ended 3 Months Ended 9 Months Ended
Dec. 31, 2017
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Debt Instrument [Line Items]          
Loss on extinguishments of debt   $ 0 $ 4,434,000 $ 0 $ 59,729,000
Senior Notes | 7.00% Senior Notes          
Debt Instrument [Line Items]          
Loss on extinguishments of debt     $ 4,434,000   $ 59,729,000
Stated interest rate     7.00%   7.00%
Revolving Credit Facility | Line of Credit | Second Amended Credit Agreement          
Debt Instrument [Line Items]          
Maximum borrowing capacity $ 600,000,000        
Revolving Credit Facility | Federal Funds Rate | Line of Credit | Second Amended Credit Agreement          
Debt Instrument [Line Items]          
Basis spread on variable rate 0.50%        
Revolving Credit Facility | Minimum | Base Rate | Line of Credit | Second Amended Credit Agreement          
Debt Instrument [Line Items]          
Basis spread on variable rate 0.50%        
Revolving Credit Facility | Minimum | Eurodollar | Line of Credit | Second Amended Credit Agreement          
Debt Instrument [Line Items]          
Basis spread on variable rate 1.50%        
Revolving Credit Facility | Maximum | Base Rate | Line of Credit | Second Amended Credit Agreement          
Debt Instrument [Line Items]          
Basis spread on variable rate 1.75%        
Revolving Credit Facility | Maximum | Eurodollar | Line of Credit | Second Amended Credit Agreement          
Debt Instrument [Line Items]          
Basis spread on variable rate 2.75%        
Letter of Credit | Line of Credit | Second Amended Credit Agreement          
Debt Instrument [Line Items]          
Maximum borrowing capacity $ 150,000,000        
v3.10.0.1
Commitments and Contingencies (Details)
$ in Thousands
6 Months Ended
Oct. 31, 2014
lb
Jun. 30, 2017
USD ($)
Mar. 31, 2017
USD ($)
FTC Cylinder Investigation      
Loss Contingencies      
Amount of propane in cylinders before reduction (in pounds) | lb 17    
Amount of propane in cylinders after reduction (in pounds) | lb 15    
AmeriGas OLP | DEC Remediation Plan | Saranac Lake, New York      
Loss Contingencies      
Estimated remediation plan cost | $     $ 27,700
Liability accrued for potential remediation costs | $   $ 7,545  
v3.10.0.1
Fair Value Measurements - Financial Assets and Financial Liabilities at Fair Value On a Recurring Basis (Details) - Fair Value, Measurements, Recurring - Propane Contracts - USD ($)
$ in Thousands
Jun. 30, 2018
Sep. 30, 2017
Jun. 30, 2017
Assets:      
Commodity contracts $ 30,086 $ 40,714 $ 6,369
Liabilities:      
Commodity contracts (420) (920) (6,481)
Level 1      
Assets:      
Commodity contracts 0 0 0
Liabilities:      
Commodity contracts 0 0 0
Level 2      
Assets:      
Commodity contracts 30,086 40,714 6,369
Liabilities:      
Commodity contracts (420) (920) (6,481)
Level 3      
Assets:      
Commodity contracts 0 0 0
Liabilities:      
Commodity contracts $ 0 $ 0 $ 0
v3.10.0.1
Fair Value Measurements - Other Financial Instruments (Details) - USD ($)
$ in Thousands
Jun. 30, 2018
Sep. 30, 2017
Jun. 30, 2017
Carrying amount      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Long-term debt $ 2,602,827 $ 2,603,610 $ 2,611,981
Estimated fair value      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Long-term debt $ 2,519,411 $ 2,699,428 $ 2,667,681
v3.10.0.1
Fair Value Measurements - Narrative (Details) - USD ($)
$ in Thousands
Jun. 30, 2018
Apr. 30, 2018
Sep. 30, 2017
Jun. 30, 2017
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis        
Trademarks and tradenames $ 7,944 $ 7,944 $ 0 $ 0
v3.10.0.1
Derivative Instruments and Hedging Activities - Narrative (Details) - gal
gal in Millions
9 Months Ended
Jun. 30, 2018
Sep. 30, 2017
Jun. 30, 2017
Derivative Instruments and Hedging Activities Disclosure [Abstract]      
Volume of commodity derivative (gallons) 226.6 213.6 213.8
Maximum period of price risk cash flow hedging (in months) 23 months    
v3.10.0.1
Derivative Instruments and Hedging Activities - Components of Fair Value of Derivative Assets and Liabilities (Details) - USD ($)
$ in Thousands
Jun. 30, 2018
Sep. 30, 2017
Jun. 30, 2017
Derivative assets not designated as hedging instruments:      
Total derivative assets — gross $ 30,086 $ 40,714 $ 6,369
Gross amounts offset in the balance sheet (420) (920) (4,010)
Cash collateral received 0 (7,991) 0
Total derivative assets — net 29,666 31,803 2,359
Derivative liabilities not designated as hedging instruments:      
Total derivative liabilities — gross (420) (920) (6,481)
Gross amounts offset in the balance sheet 420 920 4,010
Total derivative liabilities — net 0 0 (2,471)
Not Designated as Hedging Instrument | Commodity contracts      
Derivative assets not designated as hedging instruments:      
Total derivative assets — gross 30,086 40,714 6,369
Derivative liabilities not designated as hedging instruments:      
Total derivative liabilities — gross $ (420) $ (920) $ (6,481)
v3.10.0.1
Derivative Instruments and Hedging Activities - Components of Derivative Instruments Gain Loss in Statement of Operations (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Not Designated as Hedging Instrument | Commodity contracts | Cost of sales — propane        
Derivative Instruments, Gain (Loss)        
Gain Recognized in Income $ 28,545 $ (2,744) $ 30,544 $ 18,650
v3.10.0.1
Related Party Transactions (Details) - USD ($)
3 Months Ended 9 Months Ended 20 Months Ended
Nov. 07, 2017
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Jul. 01, 2019
Related Party Transaction            
General Partner contribution to AmeriGas Propane, L.P.       $ 0 $ 1,602,000  
General Partner | Reimbursed Expenses or Payments            
Related Party Transaction            
Related party costs and expenses   $ 134,986,000 $ 131,501,000 439,386,000 428,919,000  
General Partner | UGI Corp | General and Administrative Services            
Related Party Transaction            
Related party costs and expenses   $ 4,979,000 $ 4,173,000 $ 12,997,000 $ 13,554,000  
Forecast            
Related Party Transaction            
General Partner contribution to AmeriGas Propane, L.P.           $ 225,000,000
Capital Unit, Class B            
Related Party Transaction            
Number of volume days of weighted average price of Partnership's common units 20 days          
Basis points on annualized yield 1.30%          
Period from initial issuance, holders may elect to convert units 5 years          
Conversion ratio 1          
Conversion of stock, period subsequent to initial issuance, election two 6 years          
Trading price (as a percent) 110.00%