Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Jun. 30, 2018 | Jul. 31, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | SGU | |
Entity Registrant Name | STAR GROUP, L.P. | |
Entity Central Index Key | 1,002,590 | |
Current Fiscal Year End Date | --09-30 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 53,392,840 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2018 | Sep. 30, 2017 | |
Current assets | |||
Cash and cash equivalents | $ 9,423 | $ 52,458 | |
Receivables, net of allowance of $9,366 and $5,540, respectively | 182,573 | 96,603 | |
Inventories | 48,093 | 59,596 | |
Fair asset value of derivative instruments | 11,906 | 5,932 | |
Prepaid expenses and other current assets | 29,256 | 26,652 | |
Total current assets | 281,251 | 241,241 | |
Property and equipment, net | 85,746 | 79,673 | |
Goodwill | 228,331 | 225,915 | |
Intangibles, net | 100,859 | 105,218 | |
Restricted cash | 250 | 250 | |
Captive insurance collateral | [1] | 45,195 | 11,777 |
Deferred charges and other assets, net | 10,397 | 9,843 | |
Total assets | 752,029 | 673,917 | |
Current liabilities | |||
Accounts payable | 31,469 | 26,739 | |
Revolving credit facility borrowings | 7,800 | 0 | |
Fair liability value of derivative instruments | 289 | ||
Current maturities of long-term debt | 7,500 | 10,000 | |
Accrued expenses and other current liabilities | 119,815 | 108,449 | |
Unearned service contract revenue | 58,355 | 60,133 | |
Customer credit balances | 31,111 | 66,723 | |
Total current liabilities | 256,050 | 272,333 | |
Long-term debt | [2] | 94,612 | 65,717 |
Deferred tax liabilities, net | 35,961 | 6,140 | |
Other long-term liabilities | 24,047 | 23,659 | |
Partners’ capital | |||
Common unitholders | 361,094 | 325,762 | |
General partner | (983) | (929) | |
Accumulated other comprehensive loss, net of taxes | (18,752) | (18,765) | |
Total partners’ capital | 341,359 | 306,068 | |
Total liabilities and partners’ capital | $ 752,029 | $ 673,917 | |
[1] | See Note 2 – Captive insurance collateral | ||
[2] | See Note 14 – Subsequent events |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2018 | Sep. 30, 2017 |
Statement Of Financial Position [Abstract] | ||
Receivables, allowance | $ 9,366 | $ 5,540 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | ||
Sales: | |||||
Product | $ 256,447 | $ 158,531 | $ 1,246,143 | $ 950,307 | |
Installations and services | 70,907 | 67,270 | 202,076 | 191,664 | |
Total sales | 327,354 | 225,801 | 1,448,219 | 1,141,971 | |
Cost and expenses: | |||||
Cost of product | 186,207 | 104,268 | 832,280 | 592,802 | |
Cost of installations and services | 61,770 | 58,224 | 195,984 | 183,137 | |
(Increase) decrease in the fair value of derivative instruments | [1] | (7,515) | 3,135 | (7,306) | 7,026 |
Delivery and branch expenses | 83,312 | 67,640 | 281,121 | 240,987 | |
Depreciation and amortization expenses | 7,941 | 7,418 | 23,385 | 20,705 | |
General and administrative expenses | 5,894 | 6,235 | 18,766 | 18,144 | |
Finance charge income | (1,438) | (1,308) | (3,733) | (3,288) | |
Operating income (loss) | (8,817) | (19,811) | 107,722 | 82,458 | |
Interest expense, net | (2,186) | (1,619) | (6,656) | (5,118) | |
Amortization of debt issuance costs | (418) | (336) | (1,034) | (972) | |
Income (loss) before income taxes | (11,421) | (21,766) | 100,032 | 76,368 | |
Income tax expense (benefit) | (3,416) | (8,434) | 23,077 | 31,721 | |
Net income (loss) | (8,005) | (13,332) | 76,955 | 44,647 | |
General Partner’s interest in net income (loss) | (49) | (79) | 445 | 259 | |
Limited Partners’ interest in net income (loss) | $ (7,956) | $ (13,253) | $ 76,510 | $ 44,388 | |
Basic and diluted income (loss) per Limited Partner Unit | $ (0.15) | $ (0.24) | $ 1.18 | $ 0.70 | |
Weighted average number of Limited Partner units outstanding: | |||||
Basic and Diluted | 53,938 | 55,888 | 55,157 | 55,888 | |
[1] | Represents the change in value of unrealized open positions and expired options. |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | ||
Statement Of Income And Comprehensive Income [Abstract] | |||||
Net income (loss) | $ (8,005) | $ (13,332) | $ 76,955 | $ 44,647 | |
Other comprehensive income: | |||||
Unrealized gain on pension plan obligation | [1] | 448 | 532 | 1,344 | 1,598 |
Tax effect of unrealized gain on pension plan | (120) | (215) | (422) | (647) | |
Unrealized loss on captive insurance collateral | (220) | (1,151) | |||
Tax effect of unrealized loss on captive insurance collateral | 46 | 242 | |||
Total other comprehensive income | 154 | 317 | 13 | 951 | |
Total comprehensive income (loss) | $ (7,851) | $ (13,015) | $ 76,968 | $ 45,598 | |
[1] | This item is included in the computation of net periodic pension cost. |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL - 9 months ended Jun. 30, 2018 - USD ($) shares in Thousands, $ in Thousands | Total | General Partner | Common Stock | Accumulated Other Comprehensive Income (Loss) | ||
Beginning Balance at Sep. 30, 2017 | $ 306,068 | $ (929) | $ 325,762 | $ (18,765) | ||
Beginning Balance, unit at Sep. 30, 2017 | 326 | 55,888 | ||||
Net income | 76,955 | $ 445 | $ 76,510 | |||
Unrealized gain on pension plan obligation | 1,344 | [1] | 1,344 | |||
Tax effect of unrealized gain on pension plan | (422) | (422) | ||||
Unrealized loss on captive insurance collateral | (1,151) | (1,151) | ||||
Tax effect of unrealized loss on captive insurance collateral | 242 | 242 | ||||
Distributions | (19,139) | (499) | (18,640) | |||
Retirement of units | [2] | (22,538) | $ (22,538) | |||
Retirement of units, shares | [2] | (2,370) | ||||
Ending Balance at Jun. 30, 2018 | $ 341,359 | $ (983) | $ 361,094 | $ (18,752) | ||
Ending Balance, Unit at Jun. 30, 2018 | 326 | 53,518 | ||||
[1] | This item is included in the computation of net periodic pension cost. | |||||
[2] | See Note 3 – Common Unit Repurchase and Retirement. |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | ||
Cash flows provided by (used in) operating activities: | |||
Net income | $ 76,955 | $ 44,647 | |
Adjustment to reconcile net income to net cash provided by (used in) operating activities: | |||
(Increase) decrease in the fair value of derivative instruments | [1] | (7,306) | 7,026 |
Depreciation and amortization | 24,419 | 21,677 | |
Provision for losses on accounts receivable | 5,687 | 2,261 | |
Change in deferred taxes | 29,641 | 4,451 | |
Changes in operating assets and liabilities: | |||
Increase in receivables | (86,504) | (40,524) | |
Decrease in inventories | 12,390 | 3,761 | |
(Increase) decrease in other assets | (2,938) | 3,443 | |
Increase (decrease) in accounts payable | 5,078 | (3,468) | |
Decrease in customer credit balances | (36,503) | (45,757) | |
Increase in other current and long-term liabilities | 9,100 | 25,693 | |
Net cash provided by operating activities | 30,019 | 23,210 | |
Cash flows provided by (used in) investing activities: | |||
Capital expenditures | (8,682) | (9,348) | |
Proceeds from sales of fixed assets | 325 | 171 | |
Purchase of investments | [2] | (34,840) | (11,538) |
Acquisitions | (21,262) | (14,504) | |
Net cash used in investing activities | (64,459) | (35,219) | |
Cash flows provided by (used in) financing activities: | |||
Revolving credit facility borrowings | 160,104 | ||
Revolving credit facility repayments | (118,604) | ||
Term loan repayments | (7,500) | (13,700) | |
Distributions | (19,139) | (18,020) | |
Unit repurchases | (22,538) | ||
Customer retainage payments | (918) | (575) | |
Payments of debt issue costs | (60) | ||
Net cash used in financing activities | (8,595) | (32,355) | |
Net decrease in cash, cash equivalents, and restricted cash | (43,035) | (44,364) | |
Cash, cash equivalents, and restricted cash at beginning of period | 52,708 | 139,188 | |
Cash, cash equivalents, and restricted cash at end of period | $ 9,673 | $ 94,824 | |
[1] | Represents the change in value of unrealized open positions and expired options. | ||
[2] | See Note 2 – Captive insurance collateral |
Organization
Organization | 9 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Organization | 1) Organization Star Group, L.P. (“Star” the “Company,” “we,” “us,” or “our”) is a full service provider specializing in the sale of home heating and air conditioning products and services to residential and commercial home heating oil and propane customers. The Company has one reportable segment for accounting purposes. We also sell diesel fuel, gasoline and home heating oil on a delivery only basis, and in certain of our marketing areas, we provide plumbing services primarily to our home heating oil and propane customer base. We believe we are the nation’s largest retail distributor of home heating oil based upon sales volume. Including our propane locations, we serve customers in the more northern and eastern states within the Northeast, Central and Southeast U.S. regions. The Company is organized as follows: • Star is a limited partnership, which at June 30, 2018, had outstanding 53.5 million Common Units (NYSE: “SGU”), representing a 99.4% limited partner interest in Star, and 0.3 million general partner units, representing a 0.6% general partner interest in Star. Our general partner is Kestrel Heat, LLC, a Delaware limited liability company (“Kestrel Heat” or the “general partner”). The Board of Directors of Kestrel Heat (the “Board”) is appointed by its sole member, Kestrel Energy Partners, LLC, a Delaware limited liability company (“Kestrel”). • Star owns 100% of Star Acquisitions, Inc. (“SA”), a Minnesota corporation that owns 100% of Petro Holdings, Inc. (“Petro”). SA and its subsidiaries are subject to Federal and state corporate income taxes. Star’s operations are conducted through Petro and its subsidiaries. Petro is primarily a Northeast, Central and Southeast region retail distributor of home heating oil and propane that at June 30, 2018 served approximately 459,000 residential and commercial home heating oil and propane customers. Petro also sells diesel fuel, gasoline and home heating oil to approximately 76,000 customers on a delivery only basis. We installed, maintained, and repaired heating and air conditioning equipment and to a lesser extent provided these services outside our heating oil and propane customer base including approximately 16,000 service contracts for natural gas and other heating systems. In addition, we provided home security and plumbing to approximately 31,000 customers. • Petroleum Heat and Power Co., Inc. (“PH&P”) is a 100% owned subsidiary of Star. PH&P is the borrower and Star is the guarantor of the third amended and restated credit agreement’s $100 million five-year senior secured term loan and the $300 million ($450 million during the heating season of December through April of each year) revolving credit facility, both due July 30, 2020. In July 2018, the Company refinanced its five-year term loan and the revolving credit facility with the execution of the Fourth Amended and Restated Revolving Credit Facility Agreement. (See Note 9—Long-Term Debt and Bank Facility Borrowings and Note 14—Subsequent Events ) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2) Summary of Significant Accounting Policies Basis of Presentation The Consolidated Financial Statements include the accounts of Star Group, L.P. and its subsidiaries. All material intercompany items and transactions have been eliminated in consolidation. The financial information included herein is unaudited; however, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair statement of financial condition and results for the interim periods. Due to the seasonal nature of the Company’s business, the results of operations and cash flows for the nine month period ended June 30, 2018 are not necessarily indicative of the results to be expected for the full year. These interim financial statements of the Company have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) for interim financial information and Rule 10-01 of Regulation S-X of the U.S. Securities and Exchange Commission and should be read in conjunction with the financial statements included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2017. Comprehensive Income (Loss) Comprehensive income (loss) is comprised of Net income (loss) and Other comprehensive income (loss). Other comprehensive income (loss) consists of the unrealized gain amortization on the Company’s pension plan obligation for its two frozen defined benefit pension plans, unrealized loss on captive insurance collateral, and the corresponding tax effect. Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less, when purchased, to be cash equivalents. At June 30, 2018, the $9.7 million of cash, cash equivalents, and restricted cash on the condensed consolidated statement of cash flows is composed of $9.4 million of cash and cash equivalents and $0.3 million of restricted cash. At September 30, 2017, the $52.7 million of cash, cash equivalents, and restricted cash on the condensed consolidated statements of cash flow is composed of $52.5 million of cash and cash equivalents and $0.3 million of restricted cash. Restricted cash represents deposits held by our captive insurance company that are required by state insurance regulations to remain in the captive insurance company as cash. Captive Insurance Collateral At June 30, 2018, captive insurance collateral is comprised of $44.5 million of Level 1 debt securities measured at fair value and $0.7 million of mutual funds measured at net asset value. At September 30, 2017, the balance was comprised of $11.3 million of Level 1 debt securities measured at fair value and $0.5 million of mutual funds measured at net asset value. Unrealized gains and losses, net of related income taxes, are reported as accumulated other comprehensive loss, except for losses from impairments which are determined to be other-than-temporary. Realized gains and losses, and declines in value judged to be other-than-temporary on available-for-sale securities are included in the determination of net income and are included in Interest expense, net, at which time the average cost basis of these securities are adjusted to fair value. The investments are held by our captive insurance company in an irrevocable trust as collateral for certain workers’ compensation, general and automobile liability claims. The collateral is required by a third party insurance carrier that insures per claim amounts above a set deductible. Due to the expected timing of claim payments, the nature of the collateral agreement with the carrier, and our captive insurance company’s source of other operating cash, the collateral is not expected to be used to pay obligations within the next twelve months. At September 30, 2017, the investments were held for workers’ compensation, general and automobile liability claims incurred and expected to be incurred in fiscal 2017. In the first quarter of fiscal 2018 we deposited $34.2 million of cash into the irrevocable trust to secure certain workers’ compensation, general and automobile liability claims incurred and expected to be incurred from fiscal 2004 to fiscal 2016 and fiscal 2018. Weather Hedge Contract To partially mitigate the adverse effect of warm weather on cash flows, the Company has used weather hedge contracts for a number of years. Weather hedge contracts are recorded in accordance with the intrinsic value method defined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815-45-15 Derivatives and Hedging, Weather Derivatives (EITF 99-2). The premium paid is included in the caption Prepaid expenses and other current assets in the accompanying balance sheets and amortized over the life of the contract, with the intrinsic value method applied at each interim period. The Company has weather hedge contracts for fiscal years 2018, 2019, 2020 and 2021. Under these contracts, we are entitled to receive a payment if the total number of degree days within the hedge period is less than the prior ten year average. The “Payment Thresholds,” or strikes, are set at various levels. In addition, we will be obligated to make a payment capped at $5.0 million if degree days exceed the prior ten year average. The hedge period runs from November 1 through March 31, taken as a whole, for each respective fiscal year. For fiscal 2019, 2020 and 2021 the maximum that the Company can receive is $12.5 million and the maximum that the Company would be obligated to pay is $5.0 million. As of June 30, 2018, the Company recorded a charge of $1.9 million under this contract that increased delivery and branch expenses. The amount was paid in April 2018. No charge or benefit was recorded as of June 30, 2017. New England Teamsters and Trucking Industry Pension Fund (“the NETTI Fund”) Liability As of June 30, 2018, we had $0.2 million and $17.2 million balances included in the captions Accrued expenses and other current liabilities and Other long-term liabilities, respectively, on our condensed consolidated balance sheet representing the remaining balance of the NETTI Fund withdrawal liability. Based on the borrowing rates currently available to the Company for long-term financing of a similar maturity, the fair value of the NETTI Fund withdrawal liability as of June 30, 2018 was $21.1 million. We utilized Level 2 inputs in the fair value hierarchy of valuation techniques to determine the fair value of this liability. Recently Adopted Accounting Pronouncements In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory. The update changes the measurement principle for inventory from the lower of cost or market to the lower of cost and net realizable value. The Company adopted the ASU effective December 31, 2017. The adoption of ASU No. 2015-11 did not have an impact on the Company’s consolidated financial statements and related disclosures. Recently Issued Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The FASB has also issued several updates to ASU 2014-09. This ASU will replace most existing revenue recognition guidance in GAAP when it becomes effective. This new guidance is effective for our annual reporting period beginning in the first quarter of fiscal 2019, with early adoption permitted beginning in the first quarter of fiscal 2018. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is in the process of evaluating the effect that ASU 2014-09 will have on its revenue streams, consolidated financial statements and related disclosures. The Company has not yet selected a transition method, nor does it intend to early adopt. In February 2016, the FASB issued ASU No. 2016-02, Leases. The update requires all leases with a term greater than twelve months to be recognized on the balance sheet by calculating the discounted present value of such leases and accounting for them through a right-of-use asset and an offsetting lease liability, and the disclosure of key information pertaining to leasing arrangements. This new guidance is effective for our annual reporting period beginning in the first quarter of fiscal 2020, with early adoption permitted. The Company does not intend to early adopt. The Company is continuing to evaluate the effect that ASU No. 2016-02 could have on its consolidated financial statements and related disclosures, but has not yet selected a transition method. The new guidance will materially change how we account for operating leases for office space, trucks and other equipment. Upon adoption, we expect to recognize discounted right-of-use assets and offsetting lease liabilities related to our operating leases of office space, trucks and other equipment. As of June 30, 2018, the undiscounted future minimum lease payments through 2032 for such operating leases are approximately $130.3 million, but the amount of leasing activity expected between June 30, 2018, and the date of adoption, is currently unknown. For this reason we are unable to estimate the discounted right-of-use assets and lease liabilities as of the date of adoption. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses. The update broadens the information that an entity should consider in developing expected credit loss estimates, eliminates the probable initial recognition threshold, and allows for the immediate recognition of the full amount of expected credit losses. This new guidance is effective for our annual reporting period beginning in the first quarter of fiscal 2021, with early adoption permitted in the first quarter of fiscal 2020. The Company is evaluating the effect that ASU No. 2016-13 will have on its consolidated financial statements and related disclosures, but has not yet determined the timing of adoption. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flow (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The update addresses the issues of debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate owned life insurance policies, distributions received from equity method investees, beneficial interests in securitization transactions, and separately identifiable cash flows and application of the predominance principle. This new guidance is effective for our annual reporting period beginning in the first quarter of fiscal 2019, with early adoption permitted. The Company has not determined the timing of adoption, but does not expect ASU 2016-15 to have a material impact on its consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the definition of a business. The update clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This new guidance is effective for our annual reporting period beginning in the first quarter of fiscal 2019, with early adoption permitted. The Company has not determined the timing of adoption, but does not expect ASU 2017-01 to have a material impact on its consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 230): Simplifying the test for goodwill impairment. The update simplifies how an entity is required to test goodwill for impairment. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, but not exceed the total amount of goodwill allocated to the reporting unit. This new guidance is effective for our annual reporting period beginning in the first quarter of fiscal 2021, with early adoption permitted. The Company has not determined the timing of adoption, but does not expect ASU 2017-04 to have a material impact on its consolidated financial statements and related disclosures. In February 2018, the FASB issued ASU No. 2018-02, Income Statement – Reporting Comprehensive Income, which allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. This new guidance is effective for our annual reporting period beginning in the first quarter of fiscal 2020, with early adoption permitted. The Company is evaluating the effect that ASU No. 2018-02 will have on its consolidated financial statements and related disclosures, but has not determined the timing of adoption. |
Common Unit Repurchase Plans an
Common Unit Repurchase Plans and Retirement | 9 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Common Unit Repurchase Plans and Retirement | 3) Common Unit Repurchase and Retirement In July 2012, the Board adopted a plan to repurchase certain of the Company’s Common Units (“Plan III”). Prior to February 2018, the Company had repurchased approximately 2.7 million Common Units under Plan III. In February 2018, the Board authorized an increase of the number of Common Units that remained available for the Company to repurchase from 2.2 million to a total of 5.5 million, of which, 3.0 million were available for repurchase in open market transactions and 2.5 million were available for repurchase in privately-negotiated transactions. The Company repurchased approximately 1.1 million Common Units in the third fiscal quarter of 2018, and 3.1 million total Common Units remain available for repurchase at the end of the quarter. There is no guarantee of the exact number of units that will be purchased under the program and the Company may discontinue purchases at any time. The program does not have a time limit. The Board may also approve additional purchases of units from time to time in private transactions. The Company’s repurchase activities take into account SEC safe harbor rules and guidance for issuer repurchases. All of the Common Units purchased in the repurchase program will be retired. Under the Company’s third amended and restated credit agreement dated July 30, 2015, in order to repurchase Common Units we must maintain Availability (as defined in the amended and restated credit agreement) of $45 million, 15.0% of the facility size of $300 million (assuming the non-seasonal aggregate commitment is in effect) on a historical pro forma and forward-looking basis, and a fixed charge coverage ratio of not less than 1.15 measured as of the date of repurchase. This covenant is consistent under the new credit agreement effective July 2, 2018 (see Footnote 14 – Subsequent Events). The Company was in compliance with this covenant as of June 30, 2018. The following table shows repurchases under Plan III. (in thousands, except per unit amounts) Period Total Number of Units Purchased Average Price Paid per Unit (a) Total Number of Units Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Units that May Yet Be Purchased Plan III - Fiscal year 2017 total - $ - - 2,207 Plan III - First quarter fiscal year 2018 total - $ - - 2,207 Plan III - Second quarter fiscal year 2018 total 1,281 $ 9.38 1,281 4,219 (b) Plan III - April 2018 626 $ 9.71 626 3,593 Plan III - May 2018 202 $ 9.64 202 3,391 Plan III - June 2018 261 $ 9.56 261 3,130 Plan III - Third quarter fiscal year 2018 total 1,089 $ 9.66 1,089 3,130 Plan III - July 2018 (c) 125 $ 9.72 125 3,005 (d) (a) Amount includes repurchase costs. (b) In February 2018, the Board authorized an increase in the number of Common Units available for repurchase from 2.2 million to 5.5 million. (c) See Note 14 - Subsequent Events. (d) Of the total available for repurchase, $0.5 million are available for repurchase in open market transactions and $2.5 million are available for repurchase in privately-negotiated transactions. |
Derivatives and Hedging-Disclos
Derivatives and Hedging-Disclosures and Fair Value Measurements | 9 Months Ended |
Jun. 30, 2018 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging-Disclosures and Fair Value Measurements | 4) Derivatives and Hedging—Disclosures and Fair Value Measurements FASB ASC 815-10-05 Derivatives and Hedging, established accounting and reporting standards requiring that derivative instruments be recorded at fair value and included in the consolidated balance sheet as assets or liabilities, along with qualitative disclosures regarding the derivative activity. The Company uses derivative instruments such as futures, options and swap agreements in order to mitigate exposure to market risk associated with the purchase of home heating oil for price-protected customers, physical inventory on hand, inventory in transit, priced purchase commitments and internal fuel usage. The Company has elected not to designate its derivative instruments as hedging derivatives, but rather as economic hedges whose change in fair value is recognized in its statement of operations in the line item (increase) decrease in the fair value of derivative instruments. Depending on the risk being economically hedged, realized gains and losses are recorded in cost of product, cost of installations and services, or delivery and branch expenses. As of June 30, 2018, to hedge a substantial majority of the purchase price associated with heating oil gallons anticipated to be sold to its price-protected customers, the Company held the following derivative instruments that settle in future months to match anticipated sales: 8.4 million gallons of swap contracts, 3.2 million gallons of call options, 3.8 million gallons of put options, and 60.4 million net gallons of synthetic call options. To hedge the inter-month differentials for its price-protected customers, its physical inventory on hand and inventory in transit, the Company, as of June 30, 2018, had 0.4 million gallons of long swap contracts, 53.6 million gallons of long future contracts, and 64.2 million gallons of short future contracts that settle in future months. To hedge its internal fuel usage and other related activities for fiscal 2018, the Company, as of June 30, 2018, had 3.1 million gallons of swap contracts that settle in future months. As of June 30, 2017, to hedge a substantial majority of the purchase price associated with heating oil gallons anticipated to be sold to its price-protected customers, the Company held the following derivative instruments that settle in future months to match anticipated sales: 9.0 million gallons of swap contracts, 3.6 million gallons of call options, 5.0 million gallons of put options, and 55.0 million net gallons of synthetic call options. To hedge the inter-month differentials for its price-protected customers, its physical inventory on hand and inventory in transit, the Company, as of June 30, 2017, had 1.3 million gallons of long swap contracts, 53.3 million gallons of long future contracts, and 67.7 million gallons of short future contracts that settle in future months. In addition to the previously described hedging instruments, the Company as of June 30, 2017, had 0.4 million gallons of spread contracts (simultaneous long and short positions) to lock-in the differential between high sulfur home heating oil and ultra low sulfur diesel. To hedge its internal fuel usage and other related activities for fiscal 2017, the Company, as of June 30, 2017, had 6.5 million gallons of swap contracts that settle in future months. The Company’s derivative instruments are with the following counterparties: Bank of America, N.A., Bank of Montreal, Cargill, Inc., Citibank, N.A., JPMorgan Chase Bank, N.A., Key Bank, N.A., Munich Re Trading LLC, Regions Financial Corporation, Societe Generale, and Wells Fargo Bank, N.A. The Company assesses counterparty credit risk and considers it to be low. We maintain master netting arrangements that allow for the non-conditional offsetting of amounts receivable and payable with counterparties to help manage our risks and record derivative positions on a net basis. The Company generally does not receive cash collateral from its counterparties and does not restrict the use of cash collateral it maintains at counterparties. At June 30, 2018, the aggregate cash posted as collateral in the normal course of business at counterparties was $0.4 million and recorded in prepaid expense and other current assets. Positions with counterparties who are also parties to our credit agreement are collateralized under that facility. As of June 30, 2018, no hedge positions and payable amounts were secured under the credit facility. FASB ASC 820-10 Fair Value Measurements and Disclosures, established a three-tier fair value hierarchy, which classified the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company’s Level 1 derivative assets and liabilities represent the fair value of commodity contracts used in its hedging activities that are identical and traded in active markets. The Company’s Level 2 derivative assets and liabilities represent the fair value of commodity contracts used in its hedging activities that are valued using either directly or indirectly observable inputs, whose nature, risk and class are similar. No significant transfers of assets or liabilities have been made into and out of the Level 1 or Level 2 tiers. All derivative instruments were non-trading positions and were either a Level 1 or Level 2 instrument. The Company had no Level 3 derivative instruments. The fair market value of our Level 1 and Level 2 derivative assets and liabilities are calculated by our counter-parties and are independently validated by the Company. The Company’s calculations are, for Level 1 derivative assets and liabilities, based on the published New York Mercantile Exchange (“NYMEX”) market prices for the commodity contracts open at the end of the period. For Level 2 derivative assets and liabilities the calculations performed by the Company are based on a combination of the NYMEX published market prices and other inputs, including such factors as present value, volatility and duration. The Company had no assets or liabilities that are measured at fair value on a nonrecurring basis subsequent to their initial recognition. The Company’s financial assets and liabilities measured at fair value on a recurring basis are listed on the following table. (In thousands) Fair Value Measurements at Reporting Date Using: Derivatives Not Designated as Hedging Instruments Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Under FASB ASC 815-10 Balance Sheet Location Total Level 1 Level 2 Asset Derivatives at June 30, 2018 Commodity contracts Fair asset value of derivative instruments $ 11,959 $ - $ 11,959 Commodity contracts Long-term derivative assets included in the deferred charges and other assets, net balance 35 - 35 Commodity contract assets at June 30, 2018 $ 11,994 $ - $ 11,994 Liability Derivatives at June 30, 2018 Commodity contracts Fair asset value of derivative instruments $ (53 ) $ - $ (53 ) Commodity contracts Long-term derivative liabilities included in the deferred charges and other assets, net balance (5 ) - (5 ) Commodity contract liabilities at June 30, 2018 $ (58 ) $ - $ (58 ) Asset Derivatives at September 30, 2017 Commodity contracts Fair asset and fair liability value of derivative instruments $ 7,729 $ - $ 7,729 Commodity contracts Long-term derivative assets included in the deferred charges and other assets, net balance 996 - 996 Commodity contract assets September 30, 2017 $ 8,725 $ - $ 8,725 Liability Derivatives at September 30, 2017 Commodity contracts Fair liability and fair asset value of derivative instruments $ (2,086 ) $ - $ (2,086 ) Commodity contracts Long-term derivative liabilities included in the deferred charges and other assets, net and other long-term liabilities balances (731 ) - (731 ) Commodity contract liabilities September 30, 2017 $ (2,817 ) $ - $ (2,817 ) The Company’s derivative assets (liabilities) offset by counterparty and subject to an enforceable master netting arrangement are listed on the following table. (In thousands) Gross Amounts Not Offset in the Statement of Financial Position Offsetting of Financial Assets (Liabilities) and Derivative Assets (Liabilities) Gross Assets Recognized Gross Liabilities Offset in the Statement of Financial Position Net Assets (Liabilities) Presented Statement of Financial Position Financial Instruments Cash Collateral Received Net Amount Fair asset value of derivative instruments $ 11,959 $ (53 ) $ 11,906 $ - $ - $ 11,906 Long-term derivative assets included in deferred charges and other assets, net 35 - 35 - - 35 Fair liability value of derivative instruments - - - - - - Long-term derivative liabilities included in other long-term liabilities, net - (5 ) (5 ) - - (5 ) Total at June 30, 2018 $ 11,994 $ (58 ) $ 11,936 $ - $ - $ 11,936 Fair asset value of derivative instruments $ 6,023 $ (91 ) $ 5,932 $ - $ - $ 5,932 Long-term derivative assets included in other long-term assets, net 996 (730 ) 266 - - 266 Fair liability value of derivative instruments 1,706 (1,995 ) (289 ) - - (289 ) Long-term derivative liabilities included in other long-term liabilities, net - (1 ) (1 ) - - (1 ) Total at September 30, 2017 $ 8,725 $ (2,817 ) $ 5,908 $ - $ - $ 5,908 (In thousands) The Effect of Derivative Instruments on the Statement of Operations Amount of (Gain) or Loss Recognized Amount of (Gain) or Loss Recognized Derivatives Not Designated as Hedging Instruments Under FASB ASC 815-10 Location of (Gain) or Loss Recognized in Income on Derivative Three Months Ended June 30, 2018 Three Months Ended June 30, 2017 Nine Months Ended June 30, 2018 Nine Months Ended June 30, 2017 Commodity contracts Cost of product (a) $ 914 $ 1,092 $ (8,463 ) $ 4,073 Commodity contracts Cost of installations and service (a) $ (102 ) $ - $ (673 ) $ (526 ) Commodity contracts Delivery and branch expenses (a) $ (61 ) $ 27 $ (1,335 ) $ (422 ) Commodity contracts (Increase) / decrease in the fair value of derivative instruments (b) $ (7,515 ) $ 3,135 $ (7,306 ) $ 7,026 (a) Represents realized closed positions and includes the cost of options as they expire. (b) Represents the change in value of unrealized open positions and expired options. |
Inventories
Inventories | 9 Months Ended |
Jun. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | 5) Inventories The Company’s product inventories are stated at the lower of cost and net realizable value computed on the weighted average cost method. All other inventories, representing parts and equipment are stated at the lower of cost and net realizable value using the FIFO method. The components of inventory were as follows (in thousands): June 30, 2018 September 30, 2017 Product $ 25,685 $ 37,941 Parts and equipment 22,408 21,655 Total inventory $ 48,093 $ 59,596 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Jun. 30, 2018 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 6) Property and Equipment Property and equipment are stated at cost. Depreciation is computed over the estimated useful lives of the depreciable assets using the straight-line method (in thousands): June 30, 2018 September 30, 2017 Property and equipment $ 213,800 $ 201,312 Less: accumulated depreciation 128,054 121,639 Property and equipment, net $ 85,746 $ 79,673 |
Business Combinations
Business Combinations | 9 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Business Combinations | 7) Business Combinations During fiscal 2018, the Company acquired three heating oil dealers and a motor fuel dealer for an aggregate purchase price of approximately $22.8 million; $21.3 million in cash and $1.5 million of deferred liabilities. The gross purchase price was allocated $12.7 million to intangible assets, $6.9 million to fixed assets and $3.2 million to working capital. The acquired companies’ operating results are included in the Company’s consolidated financial statements starting on their respective acquisition dates, and are not material to the Company’s financial condition, results of operations, or cash flows. |
Goodwill and Intangibles, net
Goodwill and Intangibles, net | 9 Months Ended |
Jun. 30, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangibles, net | 8) Goodwill and Intangibles, net Goodwill A summary of changes in the Company’s goodwill is as follows (in thousands): Balance as of September 30, 2017 $ 225,915 Fiscal year 2018 business combinations 2,416 Balance as of June 30, 2018 $ 228,331 Intangibles, net The gross carrying amount and accumulated amortization of intangible assets subject to amortization are as follows (in thousands): June 30, 2018 September 30, 2017 Gross Gross Carrying Accum. Carrying Accum. Amount Amortization Net Amount Amortization Net Customer lists $ 356,437 $ 276,075 $ 80,362 $ 346,784 $ 264,632 $ 82,152 Trade names and other intangibles 32,528 12,031 20,497 32,047 8,981 23,066 Total $ 388,965 $ 288,106 $ 100,859 $ 378,831 $ 273,613 $ 105,218 Amortization expense for intangible assets was $14.5 million for the nine months ended June 30, 2018, compared to $12.4 million for the nine months ended June 30, 2017. |
Long-Term Debt and Bank Facilit
Long-Term Debt and Bank Facility Borrowings | 9 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Bank Facility Borrowings | 9) Long-Term Debt and Bank Facility Borrowings The Company’s debt is as follows (in thousands): June 30, September 30, 2018 2017 Carrying Amount Fair Value (a) Carrying Amount Fair Value (a) Revolving Credit Facility Borrowings $ 41,500 $ 41,500 $ - $ - Senior Secured Term Loan (b) 68,412 68,800 75,717 76,300 Total debt $ 109,912 $ 110,300 $ 75,717 $ 76,300 Total long-term portion of Term Loan (b) $ 60,912 $ 61,300 $ 65,717 $ 66,300 Total long-term portion of Revolving Credit Facility Borrowings (c) $ 33,700 $ 33,700 $ - $ - (a) The face amount of the Company’s variable rate long-term debt approximates fair value. (b) Carrying amounts are net of unamortized debt issuance costs of $0.4 million as of June 30, 2018 and $0.6 million as of September 30, 2017. (c) On July 2, 2018, the Company refinanced its five-year term loan and the revolving credit facility with the execution of the fourth amended and restated revolving credit facility agreement. (See Note 14—Subsequent Events). As of June 30, 2018, the Company has classified $33.7 million of its revolving credit facility borrowings as long term debt and repaid it on July 3, 2018 using $33.7 million of proceeds provided by the fourth amended and restated revolving credit facility agreement. On July 30, 2015, the Company entered into a third amended and restated asset-based credit agreement with a bank syndicate comprised of thirteen participants, which enables the Company to borrow up to $300 million ($450 million during the heating season of December through April of each year) on a revolving credit facility for working capital purposes (subject to certain borrowing base limitations and coverage ratios), provides for a $100 million five-year senior secured term loan (the “Term Loan”), allows for the issuance of up to $100 million in letters of credit (changed to $25 million under the new credit agreement effective July 2, 2018), and has a maturity date of July 30, 2020. The Company can increase the revolving credit facility size by $100 million (increased to $200 million under the new credit agreement effective July 2, 2018) without the consent of the bank group. However, the bank group is not obligated to fund the $100 million increase. If the bank group elects not to fund the increase, the Company can add additional lenders to the group, with the consent of the Agent (as defined in the credit agreement), which shall not be unreasonably withheld. Obligations under the third amended and restated credit facility are guaranteed by the Company and its subsidiaries and are secured by liens on substantially all of the Company’s assets including accounts receivable, inventory, general intangibles, real property, fixtures and equipment. All amounts outstanding under the third amended and restated revolving credit facility become due and payable on the facility termination date of July 30, 2020. The Term Loan is repayable in quarterly payments of $2.5 million, plus an annual payment equal to 25% of the annual Excess Cash Flow as defined in the agreement (an amount not to exceed $15 million annually), less certain voluntary prepayments made during the year, with final payment at maturity. The interest rate on the third amended and restated revolving credit facility and the Term Loan is based on a margin over LIBOR or a base rate. At June 30, 2018, the effective interest rate on the Term Loan was approximately 4.8% and the effective interest rate on revolving credit facility borrowings was approximately 3.8%. The Commitment Fee on the unused portion of the revolving credit facility is 0.30% from December through April, and 0.20% from May through November. The third amended and restated credit agreement requires the Company to meet certain financial covenants, including a fixed charge coverage ratio (as defined in the credit agreement) of not less than 1.1 as long as the Term Loan is outstanding or revolving credit facility availability is less than 12.5% of the facility size. In addition, as long as the Term Loan is outstanding, a senior secured leverage ratio at any time cannot be more than 3.0 as calculated during the quarters ending June or September, and at any time no more than 4.5 as calculated during the quarters ending December or March. Certain restrictions are also imposed by the agreement, including restrictions on the Company’s ability to incur additional indebtedness, to pay distributions to unitholders, to pay certain inter-company dividends or distributions, make investments, grant liens, sell assets, make acquisitions and engage in certain other activities. At June 30, 2018, $68.8 million of the Term Loan was outstanding, $41.5 million was outstanding under the revolving credit facility, no hedge positions were secured under the credit agreement, and $7.1 million of letters of credit were issued and outstanding. At September 30, 2017, $76.3 million of the Term Loan was outstanding, no amount was outstanding under the revolving credit facility, $0.1 million of hedge positions were secured under the credit agreement, and $48.0 million of letters of credit were issued and outstanding. At June 30, 2018, availability was $180.6 million, and the Company was in compliance with the fixed charge coverage ratio and the senior secured leverage ratio. At September 30, 2017, availability was $166.1 million, and the Company was in compliance with the fixed charge coverage ratio and the senior secured leverage ratio. |
Income Taxes
Income Taxes | 9 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10) Income Taxes At a special meeting held October 25, 2017, unitholders voted in favor of proposals to have the Company be treated as a corporation effective November 1, 2017, instead of a partnership, for federal income tax purposes (commonly referred to as a “check-the-box” election) along with amendments to our Partnership Agreement to effect such changes in income tax classification. For corporate subsidiaries of the Company, a consolidated Federal income tax return is filed. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amount of assets and liabilities and their respective tax bases and operating loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is recognized if, based on the weight of available evidence including historical tax losses, it is more likely than not that some or all of deferred tax assets will not be realized. On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Reform Act”) was enacted into law. The Tax Reform Act is a complicated piece of legislation that, among other provisions, contains several key provisions which impact the Company, especially the reduction of the Federal corporate income tax rate from 35% to 21% effective January 1, 2018. In addition, between September 28, 2017 and December 31, 2022, the Tax Reform Act allows for the full depreciation, in the year acquired, for certain fixed assets purchased in that year (also known as 100% bonus depreciation). Given the significance and complexity of the legislation, the SEC staff issued Staff Accounting Bulletin No. 118 (SAB 118), which allows registrants to record provisional amounts during a one year “measurement period” similar to that used when accounting for business combinations. During the measurement period, impacts of the law are expected to be recorded at the time a reasonable estimate for all or a portion of the effects can be made, and provisional amounts can be recognized and adjusted as information becomes available, prepared or analyzed. As of June 30, 2018, the income tax benefit is based, in part, on a reasonable estimate of deferred tax balances as of the enactment of the Tax Reform Act. The estimate of such deferred tax balances is provisional. The provisional re-measurement of the deferred tax assets and liabilities resulted in an $11.5 million discrete tax benefit recorded in the quarter ended December 31, 2017. The provisional re-measurement amount decreased by $0.3 million as of June 30, 2018 and is anticipated to change as data becomes available allowing more accurate scheduling of certain deferred tax assets and liabilities. We anticipate finalizing and recording any resulting adjustments by September 30, 2018. The effective tax rate for the three and nine months ended June 30, 2018 was 29.9 % and 23.1 %, respectively. The income tax provision for the three and nine months ended June 30, 2018 reflects the application of blended statutory rates for calendar years 2017 and 2018 to the quarter’s results, and the nine months ended June 30, 2018 provision was also impacted by the recognition of the $11.2 million provisional tax benefit due to reduction in the Federal corporate tax rate. As a result of the tax reform, the Company’s net deferred tax liability will be realized at a lower statutory tax rate than when originally recorded, resulting in the aforementioned tax benefit. Excluding the impact of the tax benefit related to this net deferred tax liability, our effective income tax rate decreased from 41.5% for the nine months ended June 30, 2017 to 34.3% for the nine months ended June 30, 2018 primarily due to the lower enacted Federal statutory tax rate. The accompanying financial statements are reported on a fiscal year, however, the Company and its corporate subsidiaries file Federal and State income tax returns on a calendar year. The current and deferred income tax (benefit) and expenses for the three and nine months ended June 30, 2018, and 2017 are as follows: Three Months Ended Nine Months Ended June 30, June 30, (in thousands) 2018 2017 2018 2017 Income (loss) before income taxes $ (11,421 ) $ (21,766 ) $ 100,032 $ 76,368 Current tax (benefit) expense (5,803 ) (5,764 ) (6,564 ) 27,270 Deferred tax expense (benefit) 2,354 (2,670 ) 40,844 4,451 Deferred tax expense (benefit) - impact of tax reform 33 - (11,203 ) - Total deferred tax expense (benefit) 2,387 (2,670 ) 29,641 4,451 Total tax expense (benefit) $ (3,416 ) $ (8,434 ) $ 23,077 $ 31,721 At June 30, 2018, we did not have unrecognized income tax benefits. Our continuing practice is to recognize interest and penalties related to income tax matters as a component of income tax expense. We file U.S. Federal income tax returns and various state and local returns. A number of years may elapse before an uncertain tax position is audited and finally resolved. For our Federal income tax returns we have four tax years subject to examination. In our major state tax jurisdictions of New York, Connecticut and Pennsylvania we have four years that are subject to examination. In the state tax jurisdiction of New Jersey we have five tax years that are subject to examination. While it is often difficult to predict the final outcome or the timing of resolution of any particular uncertain tax position, based on our assessment of many factors including past experience and interpretation of tax law, we believe that our provision for income taxes reflect the most probable outcome. This assessment relies on estimates and assumptions and may involve a series of complex judgments about future events. |
Supplemental Disclosure of Cash
Supplemental Disclosure of Cash Flow Information | 9 Months Ended |
Jun. 30, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosure of Cash Flow Information | 11) Supplemental Disclosure of Cash Flow Information Nine Months Ended Cash paid during the period for: June 30, (in thousands) 2018 2017 Income taxes, net $ 889 $ 4,116 Interest $ 6,958 $ 6,002 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Jun. 30, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12) Commitments and Contingencies On April 18, 2017, a civil action was filed in the United States District Court for the Eastern District of New York, entitled M. Norman Donnenfeld v. Petro, Inc. The Company’s operations are subject to the operating hazards and risks normally incidental to handling, storing and transporting and otherwise providing for use by consumers hazardous liquids such as home heating oil and propane. In the ordinary course of business, the Company is a defendant in various legal proceedings and litigation. The Company records a liability when it is probable that a loss has been incurred and the amount is reasonably estimable. We do not believe these matters, when considered individually or in the aggregate, could reasonably be expected to have a material adverse effect on the Company’s results of operations, financial position or liquidity. The Company maintains insurance policies with insurers in amounts and with coverages and deductibles we believe are reasonable and prudent. However, the Company cannot assure that this insurance will be adequate to protect it from all material expenses related to current and potential future claims, legal proceedings and litigation, including the above mentioned action, as certain types of claims may be excluded from our insurance coverage. If we incur substantial liability and the damages are not covered by insurance, or are in excess of policy limits, or if we incur liability at a time when we are not able to obtain liability insurance, then our business, results of operations and financial condition could be materially adversely affected. |
Earnings Per Limited Partner Un
Earnings Per Limited Partner Unit | 9 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Limited Partner Unit | 13) Earnings Per Limited Partner Unit Income per limited partner unit is computed in accordance with FASB ASC 260-10-05 Earnings Per Share, Master Limited Partnerships (EITF 03-06), by dividing the limited partners’ interest in net income by the weighted average number of limited partner units outstanding. The pro forma nature of the allocation required by this standard provides that in any accounting period where the Company’s aggregate net income exceeds its aggregate distribution for such period, the Company is required to present net income per limited partner unit as if all of the earnings for the periods were distributed, regardless of whether those earnings would actually be distributed during a particular period from an economic or practical perspective. This allocation does not impact the Company’s overall net income or other financial results. However, for periods in which the Company’s aggregate net income exceeds its aggregate distributions for such period, it will have the impact of reducing the earnings per limited partner unit, as the calculation according to this standard result in a theoretical increased allocation of undistributed earnings to the general partner. In accounting periods where aggregate net income does not exceed aggregate distributions for such period, this standard does not have any impact on the Company’s net income per limited partner unit calculation. A separate and independent calculation for each quarter and year-to-date period is performed, in which the Company’s contractual participation rights are taken into account. The following presents the net income allocation and per unit data using this method for the periods presented: Three Months Ended Nine Months Ended Basic and Diluted Earnings Per Limited Partner: June 30, June 30, (in thousands, except per unit data) 2018 2017 2018 2017 Net income (loss) $ (8,005 ) $ (13,332 ) $ 76,955 $ 44,647 Less General Partner’s interest in net income (loss) (49 ) (79 ) 445 259 Net income (loss) available to limited partners (7,956 ) (13,253 ) 76,510 44,388 Less dilutive impact of theoretical distribution of earnings under FASB ASC 260-10-45-60 - - 11,610 5,420 Limited Partner’s interest in net income (loss) under FASB ASC 260-10-45-60 $ (7,956 ) $ (13,253 ) $ 64,900 $ 38,968 Per unit data: Basic and diluted net income (loss) available to limited partners $ (0.15 ) $ (0.24 ) $ 1.39 $ 0.79 Less dilutive impact of theoretical distribution of earnings under FASB ASC 260-10-45-60 - - 0.21 $ 0.09 Limited Partner’s interest in net income (loss) under FASB ASC 260-10-45-60 $ (0.15 ) $ (0.24 ) $ 1.18 $ 0.70 Weighted average number of Limited Partner units outstanding 53,938 55,888 55,157 55,888 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14) Subsequent Events Fourth Amended and Restated Revolving Credit Facility Agreement On July 2, 2018, the Company entered into a fourth amended and restated revolving credit facility agreement with a bank syndicate of twelve participants, that enables us to borrow up to $300 million ($450 million during the heating season of December through April of each year) on a revolving line of credit for working capital purposes (subject to certain borrowing base limitations and coverage ratios), provides for a $100 million five-year senior secured term loan (the “Term Loan”), allows for the issuance of up to $25 million in letters of credit, and extends the maturity date of the previous agreement to July 2, 2023. Proceeds from the new term loan were used to repay the $66.3 million outstanding balance of the existing term loan and $33.7 million of the revolving credit facility borrowings . Consistent with the third amended and restated revolving credit facility, under the Company’s fourth amended and restated credit agreement, in order to repurchase Common Units we must maintain Availability of $45 million, 15.0% of the facility size of $300 million (assuming the non-seasonal aggregate commitment is outstanding) on a historical pro forma and forward-looking basis, and a fixed charge coverage ratio of not less than 1.15 measured as of the date of repurchase. Quarterly Distribution Declared In July 2018, we declared a quarterly distribution of $0.1175 per unit, or $0.47 per unit on an annualized basis, on all Common Units with respect to the third quarter of fiscal 2018, payable on August 7, 2018, to holders of record on July 30, 2018. The amount of distributions in excess of the minimum quarterly distribution of $0.0675 are distributed in accordance with our Partnership Agreement, subject to the management incentive compensation plan. As a result, $6.3 million will be paid to the Common Unit holders, $0.2 million to the General Partner unit holders (including $0.17 million of incentive distribution as provided in our Partnership Agreement) and $0.2 million to management pursuant to the management incentive compensation plan which provides for certain members of management to receive incentive distributions that would otherwise be payable to the General Partner. Common Units Repurchased and Retired In accordance with the Plan III common unit repurchase program, during July 2018 the Company repurchased and retired 0.1 9.72 |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Consolidated Financial Statements include the accounts of Star Group, L.P. and its subsidiaries. All material intercompany items and transactions have been eliminated in consolidation. The financial information included herein is unaudited; however, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair statement of financial condition and results for the interim periods. Due to the seasonal nature of the Company’s business, the results of operations and cash flows for the nine month period ended June 30, 2018 are not necessarily indicative of the results to be expected for the full year. These interim financial statements of the Company have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) for interim financial information and Rule 10-01 of Regulation S-X of the U.S. Securities and Exchange Commission and should be read in conjunction with the financial statements included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2017. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) is comprised of Net income (loss) and Other comprehensive income (loss). Other comprehensive income (loss) consists of the unrealized gain amortization on the Company’s pension plan obligation for its two frozen defined benefit pension plans, unrealized loss on captive insurance collateral, and the corresponding tax effect. |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less, when purchased, to be cash equivalents. At June 30, 2018, the $9.7 million of cash, cash equivalents, and restricted cash on the condensed consolidated statement of cash flows is composed of $9.4 million of cash and cash equivalents and $0.3 million of restricted cash. At September 30, 2017, the $52.7 million of cash, cash equivalents, and restricted cash on the condensed consolidated statements of cash flow is composed of $52.5 million of cash and cash equivalents and $0.3 million of restricted cash. Restricted cash represents deposits held by our captive insurance company that are required by state insurance regulations to remain in the captive insurance company as cash. |
Captive Insurance Collateral | Captive Insurance Collateral At June 30, 2018, captive insurance collateral is comprised of $44.5 million of Level 1 debt securities measured at fair value and $0.7 million of mutual funds measured at net asset value. At September 30, 2017, the balance was comprised of $11.3 million of Level 1 debt securities measured at fair value and $0.5 million of mutual funds measured at net asset value. Unrealized gains and losses, net of related income taxes, are reported as accumulated other comprehensive loss, except for losses from impairments which are determined to be other-than-temporary. Realized gains and losses, and declines in value judged to be other-than-temporary on available-for-sale securities are included in the determination of net income and are included in Interest expense, net, at which time the average cost basis of these securities are adjusted to fair value. The investments are held by our captive insurance company in an irrevocable trust as collateral for certain workers’ compensation, general and automobile liability claims. The collateral is required by a third party insurance carrier that insures per claim amounts above a set deductible. Due to the expected timing of claim payments, the nature of the collateral agreement with the carrier, and our captive insurance company’s source of other operating cash, the collateral is not expected to be used to pay obligations within the next twelve months. At September 30, 2017, the investments were held for workers’ compensation, general and automobile liability claims incurred and expected to be incurred in fiscal 2017. In the first quarter of fiscal 2018 we deposited $34.2 million of cash into the irrevocable trust to secure certain workers’ compensation, general and automobile liability claims incurred and expected to be incurred from fiscal 2004 to fiscal 2016 and fiscal 2018. |
Weather Hedge Contract | Weather Hedge Contract To partially mitigate the adverse effect of warm weather on cash flows, the Company has used weather hedge contracts for a number of years. Weather hedge contracts are recorded in accordance with the intrinsic value method defined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815-45-15 Derivatives and Hedging, Weather Derivatives (EITF 99-2). The premium paid is included in the caption Prepaid expenses and other current assets in the accompanying balance sheets and amortized over the life of the contract, with the intrinsic value method applied at each interim period. The Company has weather hedge contracts for fiscal years 2018, 2019, 2020 and 2021. Under these contracts, we are entitled to receive a payment if the total number of degree days within the hedge period is less than the prior ten year average. The “Payment Thresholds,” or strikes, are set at various levels. In addition, we will be obligated to make a payment capped at $5.0 million if degree days exceed the prior ten year average. The hedge period runs from November 1 through March 31, taken as a whole, for each respective fiscal year. For fiscal 2019, 2020 and 2021 the maximum that the Company can receive is $12.5 million and the maximum that the Company would be obligated to pay is $5.0 million. As of June 30, 2018, the Company recorded a charge of $1.9 million under this contract that increased delivery and branch expenses. The amount was paid in April 2018. No charge or benefit was recorded as of June 30, 2017. |
New England Teamsters and Trucking Industry Pension Fund ("the NETTI Fund") Liability | New England Teamsters and Trucking Industry Pension Fund (“the NETTI Fund”) Liability As of June 30, 2018, we had $0.2 million and $17.2 million balances included in the captions Accrued expenses and other current liabilities and Other long-term liabilities, respectively, on our condensed consolidated balance sheet representing the remaining balance of the NETTI Fund withdrawal liability. Based on the borrowing rates currently available to the Company for long-term financing of a similar maturity, the fair value of the NETTI Fund withdrawal liability as of June 30, 2018 was $21.1 million. We utilized Level 2 inputs in the fair value hierarchy of valuation techniques to determine the fair value of this liability. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory. The update changes the measurement principle for inventory from the lower of cost or market to the lower of cost and net realizable value. The Company adopted the ASU effective December 31, 2017. The adoption of ASU No. 2015-11 did not have an impact on the Company’s consolidated financial statements and related disclosures. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The FASB has also issued several updates to ASU 2014-09. This ASU will replace most existing revenue recognition guidance in GAAP when it becomes effective. This new guidance is effective for our annual reporting period beginning in the first quarter of fiscal 2019, with early adoption permitted beginning in the first quarter of fiscal 2018. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is in the process of evaluating the effect that ASU 2014-09 will have on its revenue streams, consolidated financial statements and related disclosures. The Company has not yet selected a transition method, nor does it intend to early adopt. In February 2016, the FASB issued ASU No. 2016-02, Leases. The update requires all leases with a term greater than twelve months to be recognized on the balance sheet by calculating the discounted present value of such leases and accounting for them through a right-of-use asset and an offsetting lease liability, and the disclosure of key information pertaining to leasing arrangements. This new guidance is effective for our annual reporting period beginning in the first quarter of fiscal 2020, with early adoption permitted. The Company does not intend to early adopt. The Company is continuing to evaluate the effect that ASU No. 2016-02 could have on its consolidated financial statements and related disclosures, but has not yet selected a transition method. The new guidance will materially change how we account for operating leases for office space, trucks and other equipment. Upon adoption, we expect to recognize discounted right-of-use assets and offsetting lease liabilities related to our operating leases of office space, trucks and other equipment. As of June 30, 2018, the undiscounted future minimum lease payments through 2032 for such operating leases are approximately $130.3 million, but the amount of leasing activity expected between June 30, 2018, and the date of adoption, is currently unknown. For this reason we are unable to estimate the discounted right-of-use assets and lease liabilities as of the date of adoption. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses. The update broadens the information that an entity should consider in developing expected credit loss estimates, eliminates the probable initial recognition threshold, and allows for the immediate recognition of the full amount of expected credit losses. This new guidance is effective for our annual reporting period beginning in the first quarter of fiscal 2021, with early adoption permitted in the first quarter of fiscal 2020. The Company is evaluating the effect that ASU No. 2016-13 will have on its consolidated financial statements and related disclosures, but has not yet determined the timing of adoption. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flow (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The update addresses the issues of debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate owned life insurance policies, distributions received from equity method investees, beneficial interests in securitization transactions, and separately identifiable cash flows and application of the predominance principle. This new guidance is effective for our annual reporting period beginning in the first quarter of fiscal 2019, with early adoption permitted. The Company has not determined the timing of adoption, but does not expect ASU 2016-15 to have a material impact on its consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the definition of a business. The update clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This new guidance is effective for our annual reporting period beginning in the first quarter of fiscal 2019, with early adoption permitted. The Company has not determined the timing of adoption, but does not expect ASU 2017-01 to have a material impact on its consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 230): Simplifying the test for goodwill impairment. The update simplifies how an entity is required to test goodwill for impairment. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, but not exceed the total amount of goodwill allocated to the reporting unit. This new guidance is effective for our annual reporting period beginning in the first quarter of fiscal 2021, with early adoption permitted. The Company has not determined the timing of adoption, but does not expect ASU 2017-04 to have a material impact on its consolidated financial statements and related disclosures. In February 2018, the FASB issued ASU No. 2018-02, Income Statement – Reporting Comprehensive Income, which allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. This new guidance is effective for our annual reporting period beginning in the first quarter of fiscal 2020, with early adoption permitted. The Company is evaluating the effect that ASU No. 2018-02 will have on its consolidated financial statements and related disclosures, but has not determined the timing of adoption. |
Common Unit Repurchase Plans 23
Common Unit Repurchase Plans and Retirement (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Company's Repurchase Activities | The following table shows repurchases under Plan III. (in thousands, except per unit amounts) Period Total Number of Units Purchased Average Price Paid per Unit (a) Total Number of Units Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Units that May Yet Be Purchased Plan III - Fiscal year 2017 total - $ - - 2,207 Plan III - First quarter fiscal year 2018 total - $ - - 2,207 Plan III - Second quarter fiscal year 2018 total 1,281 $ 9.38 1,281 4,219 (b) Plan III - April 2018 626 $ 9.71 626 3,593 Plan III - May 2018 202 $ 9.64 202 3,391 Plan III - June 2018 261 $ 9.56 261 3,130 Plan III - Third quarter fiscal year 2018 total 1,089 $ 9.66 1,089 3,130 Plan III - July 2018 (c) 125 $ 9.72 125 3,005 (d) (a) Amount includes repurchase costs. (b) In February 2018, the Board authorized an increase in the number of Common Units available for repurchase from 2.2 million to 5.5 million. (c) See Note 14 - Subsequent Events. (d) Of the total available for repurchase, $0.5 million are available for repurchase in open market transactions and $2.5 million are available for repurchase in privately-negotiated transactions. |
Derivatives and Hedging-Discl24
Derivatives and Hedging-Disclosures and Fair Value Measurements (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Company's Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The Company’s financial assets and liabilities measured at fair value on a recurring basis are listed on the following table. (In thousands) Fair Value Measurements at Reporting Date Using: Derivatives Not Designated as Hedging Instruments Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Under FASB ASC 815-10 Balance Sheet Location Total Level 1 Level 2 Asset Derivatives at June 30, 2018 Commodity contracts Fair asset value of derivative instruments $ 11,959 $ - $ 11,959 Commodity contracts Long-term derivative assets included in the deferred charges and other assets, net balance 35 - 35 Commodity contract assets at June 30, 2018 $ 11,994 $ - $ 11,994 Liability Derivatives at June 30, 2018 Commodity contracts Fair asset value of derivative instruments $ (53 ) $ - $ (53 ) Commodity contracts Long-term derivative liabilities included in the deferred charges and other assets, net balance (5 ) - (5 ) Commodity contract liabilities at June 30, 2018 $ (58 ) $ - $ (58 ) Asset Derivatives at September 30, 2017 Commodity contracts Fair asset and fair liability value of derivative instruments $ 7,729 $ - $ 7,729 Commodity contracts Long-term derivative assets included in the deferred charges and other assets, net balance 996 - 996 Commodity contract assets September 30, 2017 $ 8,725 $ - $ 8,725 Liability Derivatives at September 30, 2017 Commodity contracts Fair liability and fair asset value of derivative instruments $ (2,086 ) $ - $ (2,086 ) Commodity contracts Long-term derivative liabilities included in the deferred charges and other assets, net and other long-term liabilities balances (731 ) - (731 ) Commodity contract liabilities September 30, 2017 $ (2,817 ) $ - $ (2,817 ) |
Company's Derivatives Assets (Liabilities) Offset by Counterparty | The Company’s derivative assets (liabilities) offset by counterparty and subject to an enforceable master netting arrangement are listed on the following table. (In thousands) Gross Amounts Not Offset in the Statement of Financial Position Offsetting of Financial Assets (Liabilities) and Derivative Assets (Liabilities) Gross Assets Recognized Gross Liabilities Offset in the Statement of Financial Position Net Assets (Liabilities) Presented Statement of Financial Position Financial Instruments Cash Collateral Received Net Amount Fair asset value of derivative instruments $ 11,959 $ (53 ) $ 11,906 $ - $ - $ 11,906 Long-term derivative assets included in deferred charges and other assets, net 35 - 35 - - 35 Fair liability value of derivative instruments - - - - - - Long-term derivative liabilities included in other long-term liabilities, net - (5 ) (5 ) - - (5 ) Total at June 30, 2018 $ 11,994 $ (58 ) $ 11,936 $ - $ - $ 11,936 Fair asset value of derivative instruments $ 6,023 $ (91 ) $ 5,932 $ - $ - $ 5,932 Long-term derivative assets included in other long-term assets, net 996 (730 ) 266 - - 266 Fair liability value of derivative instruments 1,706 (1,995 ) (289 ) - - (289 ) Long-term derivative liabilities included in other long-term liabilities, net - (1 ) (1 ) - - (1 ) Total at September 30, 2017 $ 8,725 $ (2,817 ) $ 5,908 $ - $ - $ 5,908 |
Company's Derivatives Assets (Liabilities) Offset by Counterparty | The Company’s derivative assets (liabilities) offset by counterparty and subject to an enforceable master netting arrangement are listed on the following table. (In thousands) Gross Amounts Not Offset in the Statement of Financial Position Offsetting of Financial Assets (Liabilities) and Derivative Assets (Liabilities) Gross Assets Recognized Gross Liabilities Offset in the Statement of Financial Position Net Assets (Liabilities) Presented Statement of Financial Position Financial Instruments Cash Collateral Received Net Amount Fair asset value of derivative instruments $ 11,959 $ (53 ) $ 11,906 $ - $ - $ 11,906 Long-term derivative assets included in deferred charges and other assets, net 35 - 35 - - 35 Fair liability value of derivative instruments - - - - - - Long-term derivative liabilities included in other long-term liabilities, net - (5 ) (5 ) - - (5 ) Total at June 30, 2018 $ 11,994 $ (58 ) $ 11,936 $ - $ - $ 11,936 Fair asset value of derivative instruments $ 6,023 $ (91 ) $ 5,932 $ - $ - $ 5,932 Long-term derivative assets included in other long-term assets, net 996 (730 ) 266 - - 266 Fair liability value of derivative instruments 1,706 (1,995 ) (289 ) - - (289 ) Long-term derivative liabilities included in other long-term liabilities, net - (1 ) (1 ) - - (1 ) Total at September 30, 2017 $ 8,725 $ (2,817 ) $ 5,908 $ - $ - $ 5,908 |
Company's Effect on Derivative Instruments on the Statement of Operations | (In thousands) The Effect of Derivative Instruments on the Statement of Operations Amount of (Gain) or Loss Recognized Amount of (Gain) or Loss Recognized Derivatives Not Designated as Hedging Instruments Under FASB ASC 815-10 Location of (Gain) or Loss Recognized in Income on Derivative Three Months Ended June 30, 2018 Three Months Ended June 30, 2017 Nine Months Ended June 30, 2018 Nine Months Ended June 30, 2017 Commodity contracts Cost of product (a) $ 914 $ 1,092 $ (8,463 ) $ 4,073 Commodity contracts Cost of installations and service (a) $ (102 ) $ - $ (673 ) $ (526 ) Commodity contracts Delivery and branch expenses (a) $ (61 ) $ 27 $ (1,335 ) $ (422 ) Commodity contracts (Increase) / decrease in the fair value of derivative instruments (b) $ (7,515 ) $ 3,135 $ (7,306 ) $ 7,026 (a) Represents realized closed positions and includes the cost of options as they expire. (b) Represents the change in value of unrealized open positions and expired options. |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Components of Inventory | The components of inventory were as follows (in thousands): June 30, 2018 September 30, 2017 Product $ 25,685 $ 37,941 Parts and equipment 22,408 21,655 Total inventory $ 48,093 $ 59,596 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | Property and equipment are stated at cost. Depreciation is computed over the estimated useful lives of the depreciable assets using the straight-line method (in thousands): June 30, 2018 September 30, 2017 Property and equipment $ 213,800 $ 201,312 Less: accumulated depreciation 128,054 121,639 Property and equipment, net $ 85,746 $ 79,673 |
Goodwill and Intangibles, net (
Goodwill and Intangibles, net (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Changes in the Company's Goodwill | A summary of changes in the Company’s goodwill is as follows (in thousands): Balance as of September 30, 2017 $ 225,915 Fiscal year 2018 business combinations 2,416 Balance as of June 30, 2018 $ 228,331 |
Intangible Assets Subject to Amortization | The gross carrying amount and accumulated amortization of intangible assets subject to amortization are as follows (in thousands): June 30, 2018 September 30, 2017 Gross Gross Carrying Accum. Carrying Accum. Amount Amortization Net Amount Amortization Net Customer lists $ 356,437 $ 276,075 $ 80,362 $ 346,784 $ 264,632 $ 82,152 Trade names and other intangibles 32,528 12,031 20,497 32,047 8,981 23,066 Total $ 388,965 $ 288,106 $ 100,859 $ 378,831 $ 273,613 $ 105,218 |
Long-Term Debt and Bank Facil28
Long-Term Debt and Bank Facility Borrowings (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Company's Debt | The Company’s debt is as follows (in thousands): June 30, September 30, 2018 2017 Carrying Amount Fair Value (a) Carrying Amount Fair Value (a) Revolving Credit Facility Borrowings $ 41,500 $ 41,500 $ - $ - Senior Secured Term Loan (b) 68,412 68,800 75,717 76,300 Total debt $ 109,912 $ 110,300 $ 75,717 $ 76,300 Total long-term portion of Term Loan (b) $ 60,912 $ 61,300 $ 65,717 $ 66,300 Total long-term portion of Revolving Credit Facility Borrowings (c) $ 33,700 $ 33,700 $ - $ - (a) The face amount of the Company’s variable rate long-term debt approximates fair value. (b) Carrying amounts are net of unamortized debt issuance costs of $0.4 million as of June 30, 2018 and $0.6 million as of September 30, 2017. (c) On July 2, 2018, the Company refinanced its five-year term loan and the revolving credit facility with the execution of the fourth amended and restated revolving credit facility agreement. (See Note 14—Subsequent Events). As of June 30, 2018, the Company has classified $33.7 million of its revolving credit facility borrowings as long term debt and repaid it on July 3, 2018 using $33.7 million of proceeds provided by the fourth amended and restated revolving credit facility agreement. |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Current and Deferred Income Tax (Benefit) and Expenses | The current and deferred income tax (benefit) and expenses for the three and nine months ended June 30, 2018, and 2017 are as follows: Three Months Ended Nine Months Ended June 30, June 30, (in thousands) 2018 2017 2018 2017 Income (loss) before income taxes $ (11,421 ) $ (21,766 ) $ 100,032 $ 76,368 Current tax (benefit) expense (5,803 ) (5,764 ) (6,564 ) 27,270 Deferred tax expense (benefit) 2,354 (2,670 ) 40,844 4,451 Deferred tax expense (benefit) - impact of tax reform 33 - (11,203 ) - Total deferred tax expense (benefit) 2,387 (2,670 ) 29,641 4,451 Total tax expense (benefit) $ (3,416 ) $ (8,434 ) $ 23,077 $ 31,721 |
Supplemental Disclosure of Ca30
Supplemental Disclosure of Cash Flow Information (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosure of Cash Flow Information | Nine Months Ended Cash paid during the period for: June 30, (in thousands) 2018 2017 Income taxes, net $ 889 $ 4,116 Interest $ 6,958 $ 6,002 |
Earnings Per Limited Partner 31
Earnings Per Limited Partner Unit (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Net Income Allocation and Per Unit Data | The following presents the net income allocation and per unit data using this method for the periods presented: Three Months Ended Nine Months Ended Basic and Diluted Earnings Per Limited Partner: June 30, June 30, (in thousands, except per unit data) 2018 2017 2018 2017 Net income (loss) $ (8,005 ) $ (13,332 ) $ 76,955 $ 44,647 Less General Partner’s interest in net income (loss) (49 ) (79 ) 445 259 Net income (loss) available to limited partners (7,956 ) (13,253 ) 76,510 44,388 Less dilutive impact of theoretical distribution of earnings under FASB ASC 260-10-45-60 - - 11,610 5,420 Limited Partner’s interest in net income (loss) under FASB ASC 260-10-45-60 $ (7,956 ) $ (13,253 ) $ 64,900 $ 38,968 Per unit data: Basic and diluted net income (loss) available to limited partners $ (0.15 ) $ (0.24 ) $ 1.39 $ 0.79 Less dilutive impact of theoretical distribution of earnings under FASB ASC 260-10-45-60 - - 0.21 $ 0.09 Limited Partner’s interest in net income (loss) under FASB ASC 260-10-45-60 $ (0.15 ) $ (0.24 ) $ 1.18 $ 0.70 Weighted average number of Limited Partner units outstanding 53,938 55,888 55,157 55,888 |
Organization - Additional Infor
Organization - Additional Information (Detail) shares in Thousands | Jul. 02, 2018USD ($) | Jul. 30, 2015USD ($) | Jun. 30, 2018SegmentCustomerContractshares | Sep. 30, 2017shares |
Limited Partners' Capital Account [Line Items] | ||||
Number of reportable segment | Segment | 1 | |||
Percentage of limited partner interest | 99.40% | |||
Percentage of general partner interest | 0.60% | |||
Third Amendment | ||||
Limited Partners' Capital Account [Line Items] | ||||
Non Seasonal maximum borrowing capacity under revolving credit facility | $ 300,000,000 | |||
Maximum borrowing capacity (heating season December to April) under revolving credit facility | $ 450,000,000 | |||
Due date of debt | Jul. 30, 2020 | |||
Third Amendment | Term Loan | ||||
Limited Partners' Capital Account [Line Items] | ||||
Outstanding senior notes | $ 100,000,000 | |||
Senior secured term loan maturity period | 5 years | |||
Fourth Amendment | Subsequent Event | ||||
Limited Partners' Capital Account [Line Items] | ||||
Non Seasonal maximum borrowing capacity under revolving credit facility | $ 300,000,000 | |||
Maximum borrowing capacity (heating season December to April) under revolving credit facility | 450,000,000 | |||
Fourth Amendment | Term Loan | Subsequent Event | ||||
Limited Partners' Capital Account [Line Items] | ||||
Outstanding senior notes | $ 100,000,000 | |||
Senior secured term loan maturity period | 5 years | |||
Star Acquisitions, Inc | ||||
Limited Partners' Capital Account [Line Items] | ||||
Ownership interest of partnership | 100.00% | |||
Petro Holdings, Inc | ||||
Limited Partners' Capital Account [Line Items] | ||||
Ownership interest of Star Acquisitions Inc. | 100.00% | |||
Number of residential and commercial home heating oil and propane customers served | Customer | 459,000 | |||
Number of customers to whom only home heating oil, gasoline and diesel fuel were sells on a delivery only basis | Customer | 76,000 | |||
Number of service contracts heating oil and propane for natural gas and other heating systems | Contract | 16,000 | |||
Number of customers to whom ancillary services were provided | Customer | 31,000 | |||
Petroleum Heat and Power Co., Inc. | ||||
Limited Partners' Capital Account [Line Items] | ||||
Ownership interest of partnership | 100.00% | |||
Common Stock | ||||
Limited Partners' Capital Account [Line Items] | ||||
Number of outstanding units | shares | 53,518 | 55,888 | ||
General Partner | ||||
Limited Partners' Capital Account [Line Items] | ||||
Number of outstanding units | shares | 326 | 326 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Dec. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2017 | Sep. 30, 2016 | |
Schedule Of Significant Accounting Policies [Line Items] | ||||||||
Cash, cash equivalents, and restricted cash | $ 9,673,000 | $ 94,824,000 | $ 52,708,000 | $ 139,188,000 | ||||
Cash and cash equivalents | 9,423,000 | 52,458,000 | ||||||
Restricted cash | 250,000 | 250,000 | ||||||
Captive insurance collateral, debt securities | 44,500,000 | 11,300,000 | ||||||
Cash deposit in support of liability | $ 34,200,000 | |||||||
Accrued expenses and other current liabilities | 119,815,000 | 108,449,000 | ||||||
Other long-term liabilities | $ 24,047,000 | 23,659,000 | ||||||
Operating lease expiration year | 2,032 | |||||||
Undiscounted future minimum lease payments through 2032 | $ 130,300,000 | |||||||
New England Teamsters & Trucking Industry Pension Fund | ||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||
Accrued expenses and other current liabilities | 200,000 | |||||||
Other long-term liabilities | 17,200,000 | |||||||
New England Teamsters & Trucking Industry Pension Fund | Significant Other Observable Inputs Level 2 | ||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||
Multiemployer plan discounted withdrawal liability | 21,100,000 | |||||||
Subsidiaries of Swiss Re | ||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||
Additional payment obligated to pay if degree days exceed ten year average | 5,000,000 | |||||||
Subsidiaries of Swiss Re | Scenario forecast | ||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||
Derivative maximum payout | $ 5,000 | $ 5,000 | $ 5,000,000 | |||||
Subsidiaries of Swiss Re | Delivery and branch expenses | ||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||
Charge on weather hedge contract | 1,900,000 | |||||||
Charge or benefit on weather hedge contract | $ 0 | |||||||
Mutual Funds | ||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||
Captive insurance collateral, net asset value | $ 700,000 | $ 500,000 | ||||||
Maximum | ||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||
Cash equivalents, highly liquid investments maturity | 3 months | |||||||
Maximum | Subsidiaries of Swiss Re | Scenario forecast | ||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||
Derivative maximum receivable | $ 12,500 | $ 12,500 | $ 12,500,000 |
Common Unit Repurchase and Reti
Common Unit Repurchase and Retirement - Additional Information (Detail) - USD ($) shares in Thousands | Jul. 30, 2015 | Jun. 30, 2018 | May 31, 2018 | Apr. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jan. 31, 2018 | Feb. 28, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | |
Capital Unit [Line Items] | |||||||||||
Company's common units authorized for repurchase | 2,200 | 5,500 | |||||||||
Third Amendment | |||||||||||
Capital Unit [Line Items] | |||||||||||
Availability required to repurchase common units | $ 45,000,000 | ||||||||||
Percentage of the maximum facility size on a historical proforma and forward-looking basis | 15.00% | ||||||||||
Non Seasonal maximum borrowing capacity under revolving credit facility | $ 300,000,000 | ||||||||||
Minimum fixed charge coverage ratio for distributions to unit holders or to repurchase common units | 115.00% | ||||||||||
Plan III Common Units Repurchase Program | |||||||||||
Capital Unit [Line Items] | |||||||||||
Company's common units repurchased and retired | 261 | 202 | 626 | 1,089 | 1,281 | 2,700 | |||||
Company's common units authorized for repurchase | 2,200 | 5,500 | |||||||||
Total Common Units remain available for repurchase | 3,130 | 3,391 | 3,593 | 3,130 | 4,219 | [1] | 2,207 | 2,207 | |||
Common Stock Available for Repurchase Under Open Market Transactions | |||||||||||
Capital Unit [Line Items] | |||||||||||
Company's common units authorized for repurchase | 3,000 | ||||||||||
Common Stock Available for Repurchase Under Privately Negotiated Transactions | |||||||||||
Capital Unit [Line Items] | |||||||||||
Company's common units authorized for repurchase | 2,500 | ||||||||||
[1] | In February 2018, the Board authorized an increase in the number of Common Units available for repurchase from 2.2 million to 5.5 million. |
Company's Repurchase Activities
Company's Repurchase Activities (Detail) - $ / shares shares in Thousands | 1 Months Ended | 3 Months Ended | 67 Months Ended | ||||||||
Jul. 31, 2018 | Jun. 30, 2018 | May 31, 2018 | Apr. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jan. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | |||
Plan III Common Units Repurchase Program | |||||||||||
Capital Unit [Line Items] | |||||||||||
Maximum Number of Units that May Yet Be Purchased | 3,130 | 3,391 | 3,593 | 3,130 | 4,219 | [1] | 2,207 | 2,207 | |||
Total Number of Units Purchased | 261 | 202 | 626 | 1,089 | 1,281 | 2,700 | |||||
Average Price Paid per Unit | [2] | $ 9.56 | $ 9.64 | $ 9.71 | $ 9.66 | $ 9.38 | |||||
Plan III Common Units Repurchase Program | Subsequent Event | |||||||||||
Capital Unit [Line Items] | |||||||||||
Maximum Number of Units that May Yet Be Purchased | [3],[4] | 3,005 | |||||||||
Total Number of Units Purchased | [4] | 125 | |||||||||
Average Price Paid per Unit | [2],[4] | $ 9.72 | |||||||||
Publicly Announced Plans or Programs As Part of Plan III Common Units Repurchase Program | |||||||||||
Capital Unit [Line Items] | |||||||||||
Total Number of Units Purchased | 261 | 202 | 626 | 1,089 | 1,281 | ||||||
Publicly Announced Plans or Programs As Part of Plan III Common Units Repurchase Program | Subsequent Event | |||||||||||
Capital Unit [Line Items] | |||||||||||
Total Number of Units Purchased | [4] | 125 | |||||||||
[1] | In February 2018, the Board authorized an increase in the number of Common Units available for repurchase from 2.2 million to 5.5 million. | ||||||||||
[2] | Amount includes repurchase costs. | ||||||||||
[3] | Of the total available for repurchase, $0.5 million are available for repurchase in open market transactions and $2.5 million are available for repurchase in privately-negotiated transactions. | ||||||||||
[4] | See Note 14 - Subsequent Events. |
Company's Repurchase Activiti36
Company's Repurchase Activities (Parenthetical) (Detail) - shares shares in Millions | Jul. 31, 2018 | Feb. 28, 2018 | Jan. 31, 2018 |
Capital Unit [Line Items] | |||
Company's common units authorized for repurchase | 5.5 | 2.2 | |
Plan III Common Units Repurchase Program | |||
Capital Unit [Line Items] | |||
Company's common units authorized for repurchase | 5.5 | 2.2 | |
Common Stock Available for Repurchase Under Open Market Transactions | |||
Capital Unit [Line Items] | |||
Company's common units authorized for repurchase | 3 | ||
Common Stock Available for Repurchase Under Open Market Transactions | Subsequent Event | |||
Capital Unit [Line Items] | |||
Company's common units authorized for repurchase | 0.5 | ||
Common Stock Available for Repurchase Under Privately Negotiated Transactions | |||
Capital Unit [Line Items] | |||
Company's common units authorized for repurchase | 2.5 | ||
Common Stock Available for Repurchase Under Privately Negotiated Transactions | Subsequent Event | |||
Capital Unit [Line Items] | |||
Company's common units authorized for repurchase | 2.5 |
Derivatives and Hedging-Discl37
Derivatives and Hedging-Disclosures and Fair Value Measurements - Additional Information (Detail) gal in Millions | 9 Months Ended | ||
Jun. 30, 2018USD ($)gal | Jun. 30, 2017gal | Sep. 30, 2017USD ($) | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative activity volume | 0.4 | ||
Hedging positions and payable amounts secured under credit facility | $ | $ 0 | $ 100,000 | |
Prepaid expense and other current assets | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Aggregated cash posted as collateral in normal course of business | $ | $ 400,000 | ||
Call Option | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative activity volume | 3.2 | 3.6 | |
Call Option | Synthetic calls | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative activity volume | 60.4 | 55 | |
Put Option | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative activity volume | 3.8 | 5 | |
Swap Contracts Bought | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative activity volume | 8.4 | 9 | |
Future Contracts | Long | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative activity volume | 53.6 | 53.3 | |
Future Contracts | Short | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative activity volume | 64.2 | 67.7 | |
Long Swap Contracts | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative activity volume | 0.4 | 1.3 | |
Hedge its Internal Fuel Usage and Other Related Activities Swap Contracts Bought | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative activity volume | 3.1 | 6.5 |
Company's Financial Assets and
Company's Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - Fair Value, Measurements, Recurring - Derivatives Not Designated as Hedging Instruments under FASB ASC 815-10 - Commodity Contract - USD ($) $ in Thousands | Jun. 30, 2018 | Sep. 30, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets, commodity contracts | $ 11,994 | $ 8,725 |
Derivative Liabilities, commodity contracts | (58) | (2,817) |
Fair asset and fair liability value of derivative instruments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets, commodity contracts | 11,959 | 7,729 |
Deferred charges and other assets, net balance | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets, commodity contracts | 35 | 996 |
Derivative Liabilities, commodity contracts | (5) | |
Fair liability and fair asset value of derivative instruments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liabilities, commodity contracts | (53) | (2,086) |
Deferred charges and other assets, net and other long-term liabilities balances | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liabilities, commodity contracts | (731) | |
Significant Other Observable Inputs Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets, commodity contracts | 11,994 | 8,725 |
Derivative Liabilities, commodity contracts | (58) | (2,817) |
Significant Other Observable Inputs Level 2 | Fair asset and fair liability value of derivative instruments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets, commodity contracts | 11,959 | 7,729 |
Significant Other Observable Inputs Level 2 | Deferred charges and other assets, net balance | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets, commodity contracts | 35 | 996 |
Derivative Liabilities, commodity contracts | (5) | |
Significant Other Observable Inputs Level 2 | Fair liability and fair asset value of derivative instruments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liabilities, commodity contracts | $ (53) | (2,086) |
Significant Other Observable Inputs Level 2 | Deferred charges and other assets, net and other long-term liabilities balances | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liabilities, commodity contracts | $ (731) |
Offsetting of Financial Assets
Offsetting of Financial Assets (Liabilities) and Derivative Assets (Liabilities) (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Sep. 30, 2017 |
Fair Values Of Financial Assets And Liabilities Including Derivative Financial Instruments [Line Items] | ||
Net Assets (Liabilities) Presented in the Statement of Financial Position | $ 11,906 | $ 5,932 |
Net Assets (Liabilities) Presented in the Statement of Financial Position | (289) | |
Subject to an enforceable master netting arrangement | ||
Fair Values Of Financial Assets And Liabilities Including Derivative Financial Instruments [Line Items] | ||
Gross Assets Recognized | 11,994 | 8,725 |
Gross Liabilities Offset in the Statement of Financial Position | (58) | (2,817) |
Net Assets (Liabilities) Presented in the Statement of Financial Position | 11,936 | 5,908 |
Financial Instruments | 0 | |
Cash Collateral Received | 0 | |
Net Amount | 11,936 | 5,908 |
Subject to an enforceable master netting arrangement | Fair asset and fair liability value of derivative instruments | ||
Fair Values Of Financial Assets And Liabilities Including Derivative Financial Instruments [Line Items] | ||
Gross Assets Recognized | 11,959 | 6,023 |
Gross Liabilities Offset in the Statement of Financial Position | (53) | (91) |
Net Assets (Liabilities) Presented in the Statement of Financial Position | 11,906 | 5,932 |
Financial Instruments | 0 | |
Cash Collateral Received | 0 | |
Net Amount | 11,906 | 5,932 |
Subject to an enforceable master netting arrangement | Deferred charges and other assets, net | ||
Fair Values Of Financial Assets And Liabilities Including Derivative Financial Instruments [Line Items] | ||
Gross Assets Recognized | 35 | |
Net Assets (Liabilities) Presented in the Statement of Financial Position | 35 | |
Net Amount | 35 | |
Subject to an enforceable master netting arrangement | Other long-term assets, net | ||
Fair Values Of Financial Assets And Liabilities Including Derivative Financial Instruments [Line Items] | ||
Gross Assets Recognized | 996 | |
Gross Liabilities Offset in the Statement of Financial Position | (730) | |
Net Assets (Liabilities) Presented in the Statement of Financial Position | 266 | |
Financial Instruments | 0 | |
Cash Collateral Received | 0 | |
Net Amount | 266 | |
Subject to an enforceable master netting arrangement | Fair liability and fair asset value of derivative instruments | ||
Fair Values Of Financial Assets And Liabilities Including Derivative Financial Instruments [Line Items] | ||
Gross Assets Recognized | 1,706 | |
Gross Liabilities Offset in the Statement of Financial Position | (1,995) | |
Net Assets (Liabilities) Presented in the Statement of Financial Position | (289) | |
Financial Instruments | 0 | |
Cash Collateral Received | 0 | |
Net Amount | (289) | |
Subject to an enforceable master netting arrangement | Other long-term liabilities | ||
Fair Values Of Financial Assets And Liabilities Including Derivative Financial Instruments [Line Items] | ||
Gross Liabilities Offset in the Statement of Financial Position | (5) | (1) |
Net Assets (Liabilities) Presented in the Statement of Financial Position | (5) | (1) |
Financial Instruments | 0 | |
Cash Collateral Received | 0 | |
Net Amount | $ (5) | $ (1) |
Effect of Derivative Instrument
Effect of Derivative Instruments on Statement of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | ||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of (Gain) or Loss Unrealized, commodity contracts | [1] | $ (7,515) | $ 3,135 | $ (7,306) | $ 7,026 |
Fair Value, Measurements, Recurring | Derivatives Not Designated as Hedging Instruments under FASB ASC 815-10 | Commodity Contract | Cost of product | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of (Gain) or Loss Recognized, commodity contracts | [2] | 914 | 1,092 | (8,463) | 4,073 |
Fair Value, Measurements, Recurring | Derivatives Not Designated as Hedging Instruments under FASB ASC 815-10 | Commodity Contract | Cost of installations and service | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of (Gain) or Loss Recognized, commodity contracts | [2] | (102) | (673) | (526) | |
Fair Value, Measurements, Recurring | Derivatives Not Designated as Hedging Instruments under FASB ASC 815-10 | Commodity Contract | Delivery and branch expenses | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of (Gain) or Loss Recognized, commodity contracts | [2] | $ (61) | $ 27 | $ (1,335) | $ (422) |
[1] | Represents the change in value of unrealized open positions and expired options. | ||||
[2] | Represents realized closed positions and includes the cost of options as they expire. |
Components of Inventory (Detail
Components of Inventory (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Sep. 30, 2017 |
Inventory Disclosure [Abstract] | ||
Product | $ 25,685 | $ 37,941 |
Parts and equipment | 22,408 | 21,655 |
Total inventory | $ 48,093 | $ 59,596 |
Component of Property and Equip
Component of Property and Equipment (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Sep. 30, 2017 |
Property Plant And Equipment [Abstract] | ||
Property and equipment | $ 213,800 | $ 201,312 |
Less: accumulated depreciation | 128,054 | 121,639 |
Property and equipment, net | $ 85,746 | $ 79,673 |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) $ in Millions | 9 Months Ended |
Jun. 30, 2018USD ($)PartnershipUnit | |
Business Acquisition [Line Items] | |
Number of dealers acquired | PartnershipUnit | 3 |
Heating Oil Dealer and Motor Fuel Dealer | |
Business Acquisition [Line Items] | |
Aggregate purchase price partnership acquired | $ 22.8 |
Cash paid | 21.3 |
Deferred liabilities | 1.5 |
Aggregate purchase price allocation, intangible assets | 12.7 |
Aggregate purchase price allocation, fixed assets | 6.9 |
Aggregate purchase price allocation, working capital | $ 3.2 |
Summary of Changes in the Compa
Summary of Changes in the Company's Goodwill (Detail) $ in Thousands | 9 Months Ended |
Jun. 30, 2018USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Balance on beginning | $ 225,915 |
Fiscal year business combinations | 2,416 |
Balance on ending | $ 228,331 |
Intangible Assets Subject to Am
Intangible Assets Subject to Amortization (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Sep. 30, 2017 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 388,965 | $ 378,831 |
Accum. Amortization | 288,106 | 273,613 |
Net | 100,859 | 105,218 |
Customer Lists | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 356,437 | 346,784 |
Accum. Amortization | 276,075 | 264,632 |
Net | 80,362 | 82,152 |
Trade Names And Other Intangibles | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 32,528 | 32,047 |
Accum. Amortization | 12,031 | 8,981 |
Net | $ 20,497 | $ 23,066 |
Goodwill and Intangibles, net -
Goodwill and Intangibles, net - Additional Information (Detail) - USD ($) $ in Millions | 9 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Amortization expense for intangible assets | $ 14.5 | $ 12.4 |
Company's Debt (Detail)
Company's Debt (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Sep. 30, 2017 | |
Debt Instrument [Line Items] | |||
Long-term debt, carrying Amount | $ 109,912 | $ 75,717 | |
Long-term debt | [1] | 94,612 | 65,717 |
Long-term debt, fair value | [2] | 110,300 | 76,300 |
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Credit facility borrowings, carrying Amount | 41,500 | ||
Long-term portion of revolving credit facility borrowings, carrying Amount | [3] | 33,700 | |
Credit facility borrowings, fair value | [2] | 41,500 | |
Long-term portion of revolving credit facility borrowings, fair value | [2],[3] | 33,700 | |
Term Loan | |||
Debt Instrument [Line Items] | |||
Long-term debt, carrying Amount | [4] | 68,412 | 75,717 |
Long-term debt | [4] | 60,912 | 65,717 |
Long-term debt, fair value | [2],[4] | 68,800 | 76,300 |
Long-term portion of term loan, fair value | [2],[4] | $ 61,300 | $ 66,300 |
[1] | See Note 14 – Subsequent events | ||
[2] | The face amount of the Company’s variable rate long-term debt approximates fair value. | ||
[3] | On July 2, 2018, the Company refinanced its five-year term loan and the revolving credit facility with the execution of the fourth amended and restated revolving credit facility agreement. (See Note 14—Subsequent Events). As of June 30, 2018, the Company has classified $33.7 million of its revolving credit facility borrowings as long term debt and repaid it on July 3, 2018 using $33.7 million of proceeds provided by the fourth amended and restated revolving credit facility agreement | ||
[4] | Carrying amounts are net of unamortized debt issuance costs of $0.4 million as of June 30, 2018 and $0.6 million as of September 30, 2017. |
Company's Debt (Parenthetical)
Company's Debt (Parenthetical) (Detail) - USD ($) $ in Thousands | Jul. 03, 2018 | Jul. 02, 2018 | Jun. 30, 2018 | Sep. 30, 2017 | |
Term Loan | |||||
Debt Instrument [Line Items] | |||||
Unamortized debt issuance costs | $ 400 | $ 600 | |||
Term Loan | Subsequent Event | Fourth Amendment | |||||
Debt Instrument [Line Items] | |||||
Senior secured term loan maturity period | 5 years | ||||
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Revolving credit facility borrowings classified as long term debt | [1] | $ 33,700 | |||
Revolving Credit Facility | Subsequent Event | |||||
Debt Instrument [Line Items] | |||||
Repayments of revolving credit facility borrowings | $ 33,700 | ||||
[1] | On July 2, 2018, the Company refinanced its five-year term loan and the revolving credit facility with the execution of the fourth amended and restated revolving credit facility agreement. (See Note 14—Subsequent Events). As of June 30, 2018, the Company has classified $33.7 million of its revolving credit facility borrowings as long term debt and repaid it on July 3, 2018 using $33.7 million of proceeds provided by the fourth amended and restated revolving credit facility agreement |
Long-Term Debt and Bank Facil49
Long-Term Debt and Bank Facility Borrowings - Additional Information (Detail) - USD ($) | Jul. 02, 2018 | Jul. 30, 2015 | Jun. 30, 2018 | Sep. 30, 2017 | |
Debt Instrument [Line Items] | |||||
Hedging positions and payable amounts secured under credit facility | $ 0 | $ 100,000 | |||
Letters of credit issued and outstanding | 7,100,000 | 48,000,000 | |||
Long-term debt, fair value | [1] | 110,300,000 | 76,300,000 | ||
Revolving credit facility outstanding | 7,800,000 | 0 | |||
Availability in compliance with the fixed charge coverage ratio | $ 180,600,000 | 166,100,000 | |||
Third Amendment | |||||
Debt Instrument [Line Items] | |||||
Non Seasonal maximum borrowing capacity under revolving credit facility | $ 300,000,000 | ||||
Maximum borrowing capacity (heating season December to April) under revolving credit facility | 450,000,000 | ||||
Issuance of line of credit for working capital purposes | $ 100,000,000 | ||||
Revolving credit facility expiry | Jul. 30, 2020 | ||||
Additional revolving credit | $ 100,000,000 | ||||
Facility size that can be increased without consulting bank group | $ 100,000,000 | ||||
Term loan annual payment percentage | 25.00% | ||||
Debt instrument, effective interest rate | 4.80% | ||||
Commitment fee on the unused portion of the facility from December through April | 0.30% | ||||
Commitment fee on the unused portion of the facility from May through November | 0.20% | ||||
Minimum fixed charge coverage ratio | 110.00% | ||||
Availability percentage to maximum facility size | 12.50% | ||||
Third Amendment | Maximum | |||||
Debt Instrument [Line Items] | |||||
Senior secured leverage ratio during quarters ending June or September | 300.00% | ||||
Senior secured leverage ratio during quarters ending December or March | 450.00% | ||||
Third Amendment | Quarterly | |||||
Debt Instrument [Line Items] | |||||
Term loan periodic payment | $ 2,500,000 | ||||
Third Amendment | Annually | Maximum | |||||
Debt Instrument [Line Items] | |||||
Term loan periodic payment | 15,000,000 | ||||
Fourth Amendment | Subsequent Event | |||||
Debt Instrument [Line Items] | |||||
Non Seasonal maximum borrowing capacity under revolving credit facility | $ 300,000,000 | ||||
Maximum borrowing capacity (heating season December to April) under revolving credit facility | 450,000,000 | ||||
Issuance of line of credit for working capital purposes | $ 25,000,000 | ||||
Revolving credit facility expiry | Jul. 2, 2023 | ||||
Additional revolving credit | $ 200,000,000 | ||||
Term Loan | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, fair value | [1],[2] | $ 68,800,000 | 76,300,000 | ||
Term Loan | Third Amendment | |||||
Debt Instrument [Line Items] | |||||
Outstanding senior notes | $ 100,000,000 | ||||
Senior secured term loan maturity period | 5 years | ||||
Term Loan | Fourth Amendment | Subsequent Event | |||||
Debt Instrument [Line Items] | |||||
Outstanding senior notes | $ 100,000,000 | ||||
Senior secured term loan maturity period | 5 years | ||||
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Revolving credit facility outstanding | $ 41,500,000 | $ 0 | |||
Revolving Credit Facility | Third Amendment | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, effective interest rate | 3.80% | ||||
[1] | The face amount of the Company’s variable rate long-term debt approximates fair value. | ||||
[2] | Carrying amounts are net of unamortized debt issuance costs of $0.4 million as of June 30, 2018 and $0.6 million as of September 30, 2017. |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Tax Disclosure [Line Items] | ||||
Tax Cuts and Jobs Act, percentage of depreciation for certain fixed assets acquired | 100.00% | |||
Provisional remeasurement of deferred tax assets and liabilities resulted in an discrete tax benefit | $ 11,500,000 | |||
Decrease in provisional remeasurement amount | $ 300,000 | |||
Effective tax rate | 29.90% | 23.10% | 41.50% | |
Provisional income tax benefit due to reduction in Federal corporate tax rate | $ (33,000) | $ 11,203,000 | ||
Effective income tax rate excluding impact of net deferred tax liability | 34.30% | |||
Unrecognized income tax benefits | $ 0 | $ 0 | ||
Federal | ||||
Income Tax Disclosure [Abstract] | ||||
Number of years for examination | 4 years | |||
Federal | Tax Year 2017 | ||||
Income Tax Disclosure [Line Items] | ||||
Corporate income tax rate | 35.00% | |||
Federal | Tax Year 2018 | ||||
Income Tax Disclosure [Line Items] | ||||
Corporate income tax rate | 21.00% | |||
New York | ||||
Income Tax Disclosure [Abstract] | ||||
Number of years for examination | 4 years | |||
Connecticut | ||||
Income Tax Disclosure [Abstract] | ||||
Number of years for examination | 4 years | |||
Pennsylvania | ||||
Income Tax Disclosure [Abstract] | ||||
Number of years for examination | 4 years | |||
New Jersey | ||||
Income Tax Disclosure [Abstract] | ||||
Number of years for examination | 5 years |
Current and Deferred Income Tax
Current and Deferred Income Tax (Benefit) and Expenses (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Deferred Income Tax Assets And Liabilities | ||||
Income (loss) before income taxes | $ (11,421) | $ (21,766) | $ 100,032 | $ 76,368 |
Current tax (benefit) expense | (5,803) | (5,764) | (6,564) | 27,270 |
Deferred tax expense (benefit) | 2,354 | (2,670) | 40,844 | 4,451 |
Deferred tax expense (benefit) - impact of tax reform | 33 | (11,203) | ||
Total deferred tax expense (benefit) | 2,387 | (2,670) | 29,641 | 4,451 |
Total tax expense (benefit) | $ (3,416) | $ (8,434) | $ 23,077 | $ 31,721 |
Supplemental Disclosure of Ca52
Supplemental Disclosure of Cash Flow Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash paid during the period for: | ||
Income taxes, net | $ 889 | $ 4,116 |
Interest | $ 6,958 | $ 6,002 |
Net Income Allocation and Per U
Net Income Allocation and Per Unit Data (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Basic and Diluted Earnings Per Limited Partner: | ||||
Net income (loss) | $ (8,005) | $ (13,332) | $ 76,955 | $ 44,647 |
Less General Partner’s interest in net income (loss) | (49) | (79) | 445 | 259 |
Limited Partners’ interest in net income (loss) | (7,956) | (13,253) | 76,510 | 44,388 |
Less dilutive impact of theoretical distribution of earnings under FASB ASC 260-10-45-60 | 11,610 | 5,420 | ||
Limited Partner’s interest in net income (loss) under FASB ASC 260-10-45-60 | $ (7,956) | $ (13,253) | $ 64,900 | $ 38,968 |
Per unit data: | ||||
Basic and diluted net income (loss) available to limited partners | $ (0.15) | $ (0.24) | $ 1.39 | $ 0.79 |
Less dilutive impact of theoretical distribution of earnings under FASB ASC 260-10-45-60 | 0.21 | 0.09 | ||
Limited Partner’s interest in net income (loss) under FASB ASC 260-10-45-60 | $ (0.15) | $ (0.24) | $ 1.18 | $ 0.70 |
Weighted average number of Limited Partner units outstanding | 53,938 | 55,888 | 55,157 | 55,888 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ / shares in Units, shares in Thousands | Jul. 02, 2018 | Jul. 31, 2018 | Jun. 30, 2018 | May 31, 2018 | Apr. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jan. 31, 2018 | |
Subsequent Event [Line Items] | |||||||||||
Repayments of existing term loan | $ 7,500,000 | $ 13,700,000 | |||||||||
Repayments of revolving credit facility borrowings | $ 118,604,000 | ||||||||||
Plan III Common Units Repurchase Program | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Company's common units repurchased and retired | 261 | 202 | 626 | 1,089 | 1,281 | 2,700 | |||||
Average price paid per unit | [1] | $ 9.56 | $ 9.64 | $ 9.71 | $ 9.66 | $ 9.38 | |||||
Subsequent Event | Plan III Common Units Repurchase Program | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Company's common units repurchased and retired | [2] | 125 | |||||||||
Average price paid per unit | [1],[2] | $ 9.72 | |||||||||
Subsequent Event | Dividend Declared | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Distribution declared | 0.1175 | ||||||||||
Partners capital projected distribution amount on annualized basis | 0.47 | ||||||||||
Minimum dividend distribution per unit | $ 0.0675 | ||||||||||
Amount to paid to common unit holders | $ 6,300,000 | ||||||||||
Amount to paid to the General Partner | 200,000 | ||||||||||
Incentive distribution to the General Partner | 170,000 | ||||||||||
Incentive distributions to management | $ 200,000 | ||||||||||
Dividend payable date | Aug. 7, 2018 | ||||||||||
Dividend record date | Jul. 30, 2018 | ||||||||||
Subsequent Event | Fourth Amendment | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Non Seasonal maximum borrowing capacity under revolving credit facility | $ 300,000,000 | ||||||||||
Maximum borrowing capacity (heating season December to April) under revolving credit facility | 450,000,000 | ||||||||||
Issuance of line of credit for working capital purposes | $ 25,000,000 | ||||||||||
Revolving credit facility expiry | Jul. 2, 2023 | ||||||||||
Repayments of revolving credit facility borrowings | $ 33,700,000 | ||||||||||
Availability required to repurchase common units | $ 45,000,000 | ||||||||||
Percentage of the maximum facility size on a historical proforma and forward-looking basis | 15.00% | ||||||||||
Minimum fixed charge coverage ratio for distributions to unit holders or to repurchase common units | 115.00% | ||||||||||
Subsequent Event | Term Loan | Fourth Amendment | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Outstanding senior notes | $ 100,000,000 | ||||||||||
Senior secured term loan maturity period | 5 years | ||||||||||
Repayments of existing term loan | $ 66,300,000 | ||||||||||
[1] | Amount includes repurchase costs. | ||||||||||
[2] | See Note 14 - Subsequent Events. |