UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2020
OR
For the transition period from to
Commission File Number: 001-14129
STAR GROUP, L.P.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
9 West Broad Street, Suite 310, Stamford, Connecticut
(Address of principal executive office)
06-1437793
(I.R.S. Employer
Identification No.)
06902
(Zip Code)
(203) 328-7310
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Units
Trading
Symbol(s)
SGU
Name of each exchange on which registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See
definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
☐
☐
Accelerated filer
Smaller reporting company
Emerging growth company
☒
☐
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the registrant’s common units held by non-affiliates on March 31, 2020 was approximately $314,484,724.
As of November 30, 2020, the registrant had 41,466,672 common units outstanding.
Documents Incorporated by Reference: None
STAR GROUP, L.P.
2020 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
PART I
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings—Litigation
Mine Safety Disclosures
PART II
Market for the Registrant’s Units and Related Matters
Selected Historical Financial and Operating Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures about Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
PART III
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management
Certain Relationships and Related Transactions
Principal Accounting Fees and Services
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Exhibits and Financial Statement Schedules
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Statement Regarding Forward-Looking Disclosure
PART I
This Annual Report on Form 10-K (this “Report”) includes “forward-looking statements” which represent our expectations or beliefs concerning
future events that involve risks and uncertainties, including those associated with the severity and duration of the novel coronavirus, or COVID-19,
pandemic, the pandemic’s impact on the U.S. and global economies, the timing, scope and effectiveness of federal, state and local governmental responses
to the pandemic, the effect of weather conditions on our financial performance, the price and supply of the products that we sell, the consumption patterns
of our customers, our ability to obtain satisfactory gross profit margins, our ability to obtain new customers and retain existing customers, our ability to
make strategic acquisitions, the impact of litigation, our ability to contract for our current and future supply needs, natural gas conversions, future union
relations and the outcome of current and future union negotiations, the impact of current and future governmental regulations, including climate change,
environmental, health, and safety regulations, the ability to attract and retain employees, customer credit worthiness, counterparty credit worthiness,
marketing plans, potential cyber-attacks, general economic conditions and new technology. All statements other than statements of historical facts included
in this Report including, without limitation, the statements under “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and elsewhere herein, are forward-looking statements. Without limiting the foregoing, the words “believe,” “anticipate,” “plan,” “expect,”
“seek,” “estimate,” and similar expressions are intended to identify forward-looking statements. Although we believe that the expectations reflected in such
forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct and actual results may differ materially
from those projected as a result of certain risks and uncertainties. These risks and uncertainties include, but are not limited to, those set forth in this Report
under the heading “Risk Factors,” “Business Strategy” and “Management’s Discussion and Analysis.” Important factors that could cause actual results to
differ materially from our expectations (“Cautionary Statements”) are disclosed in this Report. Currently, one of the most significant factors, is the potential
adverse effect of the COVID-19 pandemic on the financial condition, results of operations, cash flows and performance of the Company, its customers and
counterparties, and the global economy and financial markets. The extent to which COVID-19 impacts us and our customers will depend on future
developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions
taken to contain the pandemic or mitigate its impact, the direct and indirect economic effects of the pandemic and containment measures, among others. All
subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety
by the Cautionary Statements. Unless otherwise required by law, we undertake no obligation to update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise after the date of this Report.
ITEM 1.
BUSINESS
Structure
Star Group, L.P. (“Star” the “Company,” “we,” “us,” or “our”) is a home heating oil and propane distributor and services provider with one
reportable operating segment that principally provides heating related services to residential and commercial customers. At a special meeting of unitholders
held on October 25, 2017, our unitholders voted in favor of proposals to have the Company elect to be treated as a corporation, 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, in each case effective November 1, 2017. In addition, the Company changed its name, effective October 25, 2017,
from “Star Gas Partners, L.P.” to “Star Group, L.P.” to more closely align our name with the scope of our product and service offerings. For tax years after
December 31, 2017, unitholders will receive a Form 1099-DIV and will not receive a Schedule K-1 as in previous tax years. Our legal structure has
remained a Delaware limited partnership and the distribution provisions under our limited partnership agreement, including the incentive distribution
structure has remained unchanged. As of November 30, 2020, we had outstanding 41.5 million common partner units (NYSE: “SGU”) representing a
99.2% limited partner interest in Star, and 0.3 million general partner units, representing a 0.8% general partner interest in Star.
3
The following chart depicts the ownership of Star as of November 30, 2020:
Star is organized as follows:
•
•
•
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”).
Our operations are conducted through Petro Holdings, Inc., a Minnesota corporation that is a wholly owned subsidiary of Star Acquisitions,
Inc., and its subsidiaries.
Petroleum Heat and Power Co., Inc. (“PH&P”) is a wholly owned subsidiary of Star. PH&P is the borrower and Star is the guarantor of the
fifth amended and restated credit agreement’s $130 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 December 4, 2024. (See Note 13—Long-Term
Debt and Bank Facility Borrowings).
We file annual, quarterly, current and other reports and information with the Securities and Exchange Commission, or SEC. These filings can be
viewed and downloaded from the Internet at the SEC’s website at www.sec.gov. In addition, these SEC filings are available at no cost as soon as reasonably
practicable after the filing thereof on our website at www.stargrouplp.com/sec.cfm. You may also obtain copies of these filings and other information at the
offices of the New York Stock Exchange located at 11 Wall Street, New York, New York 10005. Please note that any Internet addresses provided in this
Annual Report on Form 10-K are for informational purposes only and are not intended to be hyperlinks. Accordingly, no information found and/or
provided at such Internet addresses is intended or deemed to be incorporated by reference herein.
4
Legal Structure
The following chart summarizes our structure as of September 30, 2020.
Business Overview
We are a home heating oil and propane distributor and service provider to residential and commercial customers who heat their homes and
buildings primarily in the Northeast and Mid-Atlantic U.S. regions. As of September 30, 2020, we sold home heating oil and propane to approximately
440,100 full service residential and commercial customers and 64,400 customers on a delivery only basis. Approximately 231,000 of these customers, or
46%, are located in the New York City metropolitan area. We believe we are the largest retail distributor of home heating oil in the United States, based
upon sales volume with a market share in excess of 5.5%. We also sell gasoline and diesel fuel to approximately 26,400 customers. We install, maintain,
and repair heating and air conditioning equipment and to a lesser extent provide these services outside our heating oil and propane customer base including
17,600 service contracts for natural gas and other heating systems. In October 2020 we sold propane assets which included a customer list of approximately
12,300 customers. During fiscal 2020, total sales were comprised approximately 63% from sales of home heating oil and propane, 18% from other
petroleum products, the majority of which is diesel and gasoline, and 19% from the installation and repair of heating and air conditioning equipment and
ancillary services. We provide home heating equipment repair service and natural gas service 24-hours-a-day, seven-days-a-week, 52 weeks a year. These
services are an integral part of our business, and are intended to maximize customer satisfaction and loyalty.
We conduct our business through an operating subsidiary, Petro Holdings, Inc., utilizing multiple local brand names, such as Petro Home Services,
Meenan, and Griffith Energy Services, Inc.
We also offer several pricing alternatives to our residential home heating oil customers, including a variable price (market based) option and a
price-protected option, the latter of which either sets the maximum price or a fixed price that a customer will pay. Users choose the plan they feel best suits
them which we believe increases customer satisfaction. Approximately 95% of our full service residential and commercial home heating oil customers
automatically receive deliveries based on prevailing weather conditions. In addition, approximately 34% of our residential customers take advantage of our
“smart pay” budget payment plan under which their estimated annual oil and propane deliveries and service billings are paid for in a series of equal
monthly installments. We use derivative instruments as needed to mitigate our exposure to market risk associated with our price-protected offerings and the
storing of our physical home heating oil inventory. Given our size, we are able to realize certain benefits of scale and provide consistent, strong customer
service.
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Currently, we have heating oil and/or propane customers in the following states: Connecticut, Delaware, Maine, Maryland, Massachusetts,
Michigan, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island, Vermont, Virginia, West Virginia and the District of Columbia.
Industry Characteristics
Home heating oil is primarily used as a source of fuel to heat residences and businesses in the Northeast and Mid-Atlantic regions. According to
the U.S. Department of Energy—Energy Information Administration, Residential Energy Consumption Survey (released May 2018), these regions account
for 83% (4.8 million of 5.8 million) of the households in the United States where heating oil is the main space-heating fuel and 23% (4.7 million of 20.4
million) of the homes in these regions use home heating oil as their main space-heating fuel. Our experience has been that customers have a tendency to
increase their conservation efforts as the price of home heating oil increases, thereby reducing their consumption.
The retail home heating oil industry is mature, with total market demand expected to decline in the foreseeable future due to conversions to natural
gas, availability of other alternative energy sources and the installations of more fuel efficient heating systems. Therefore, our ability to maintain our
business or grow within the industry is dependent on the acquisition of other retail distributors, the success of our marketing programs, and the growth of
our other service offerings. Based on our records, our customer conversions to natural gas have ranged between 1.1% and 1.4% per year over the last five
years. We believe this may continue or even increase. In addition, there are legislative and regulatory efforts underway in several states seeking to
encourage homeowners to reduce the consumption of carbon based fuels that we sell.
The retail home heating oil industry is highly fragmented, characterized by a large number of relatively small, independently owned and operated
local distributors. Some dealers provide full service, as we do, and others offer delivery only on a cash-on-delivery basis, which we also do to a
significantly lesser extent. In addition, the industry is complex and costly due to regulations, working capital requirements, and the costs and risks of
hedging for price protected customers.
Propane is a by-product of natural gas processing and petroleum refining. Propane use falls into three broad categories: residential and commercial
applications; industrial applications; and agricultural uses. In the residential and commercial markets, propane is used primarily for space heating, water
heating, clothes drying and cooking. Industrial customers use propane generally as a motor fuel to power over-the-road vehicles, forklifts and stationary
engines, to fire furnaces, as a cutting gas and in other process applications. In the agricultural market, propane is primarily used for tobacco curing, crop
drying, poultry breeding and weed control.
The retail propane distribution industry is highly competitive and is generally serviced by large multi-state full-service distributors and small local
independent distributors. Like the home heating oil industry, each retail propane distribution provider operates in its own competitive environment because
propane distributors typically reside in close proximity to their customers. In most retail propane distribution markets, customers can choose from multiple
distributors based on the quality of customer service, safety, reputation and price.
It is common practice in our business to price our liquid products to customers based on a per gallon margin over wholesale costs. As a result, we
believe distributors such as ourselves generally seek to maintain their per gallon margins by passing wholesale price increases through to customers, thus
insulating their margins from the volatility in wholesale prices. However, distributors may be unable or unwilling to pass the entire product cost increases
through to customers. In these cases, significant decreases in per gallon margins may result. The timing of cost pass-throughs can also significantly affect
margins. (See Customers and Pricing for a discussion on our offerings).
Business Strategy
Our business strategy is to increase Adjusted EBITDA (See Item 6. Selected Historical Financial and Operating Data for a definition and history)
and cash flow by effectively managing operations while growing and retaining our customer base as a retail distributor of home heating oil and propane and
provider of related products and services. The key elements of this strategy include the following:
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Pursue select acquisitions Our senior management team has developed expertise in identifying acquisition opportunities and integrating acquired
customers into our operations. We focus on acquiring profitable companies within and outside our current footprint.
We actively pursue home heating oil only companies, propane companies, dual fuel (home heating oil and propane) companies and selectively
target motor fuels acquisitions, especially where they are operating in the markets we currently serve.
Deliver superior customer service We are dedicated to consistently providing our customers with superior service and a positive customer
experience to improve retention and drive additional revenue. We have established programs and conduct surveys to effectively measure customer
satisfaction at certain brands.
We have deployed a customer relationship management solution at most of our larger brands. This allows us to provide a more consistent customer
experience as our employees will have a 360 degree-view of each customer with easy access to key customer information and customized dashboards to
track individual employee performance.
We have resources dedicated to training employees to provide superior and consistent service and enhance the customer experience. This effort is
supported, reinforced and monitored by our local management teams.
Provide complementary service offerings These offerings include, but are not limited to, the sales, service and installation of heating and air
conditioning equipment, and standby home generators. In addition, we also repair and install natural gas heating systems.
Seasonality
Our fiscal year ends on September 30. All references to quarters and years respectively in this document are to fiscal quarters and years unless
otherwise noted. The seasonal nature of our business results in the sale of approximately 30% of our volume of home heating oil and propane in the first
fiscal quarter and 50% of our volume in the second fiscal quarter of each fiscal year, the peak heating season. Approximately 25% of our volume of motor
fuel and other petroleum products is sold in each of the four fiscal quarters. We generally realize net income in our first and second fiscal quarters and net
losses during our third and fourth fiscal quarters and we expect that the negative impact of seasonality on our third and fourth fiscal quarter operating
results will continue. In addition, sales volume typically fluctuates from year to year in response to variations in weather, wholesale energy prices and other
factors.
Degree Day
A “degree day” is an industry measurement of temperature designed to evaluate energy demand and consumption. Degree days are based on how
far the average daily temperature departs from 65°F. Each degree of temperature above 65°F is counted as one cooling degree day, and each degree of
temperature below 65°F is counted as one heating degree day. Degree days are accumulated each day over the course of a year and can be compared to a
monthly or a multi-year average to see if a month or a year was warmer or cooler than usual. Degree days are officially observed by the National Weather
Service.
Every ten years, the National Oceanic and Atmospheric Administration (“NOAA”) computes and publishes average meteorological quantities,
including the average temperature for the last 30 years by geographical location, and the corresponding degree days. The latest and most widely used data
covers the years from 1981 to 2010. Our calculations of normal weather are based on these published 30 year averages for heating degree days, weighted
by volume for the locations where we have existing operations.
Competition
Most of our operating locations compete with numerous distributors, primarily on the basis of price, reliability of service and response to customer
needs. Each such location operates in its own competitive environment.
We compete with distributors offering a broad range of services and prices, from full-service distributors, such as ourselves, to those offering
delivery only. As do many companies in our business, we provide home heating and propane equipment repair service on a 24-hour-a-day, seven-day-a-
week, 52 weeks a year basis. We believe that this level of service tends to help build customer loyalty. In some instances homeowners have formed buying
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cooperatives that seek a lower price than individual customers are otherwise able to obtain. Our business competes for retail customers with suppliers of
alternative energy products, principally natural gas, propane (in the case of our home heating oil operations) and electricity.
Customer Attrition
We measure net customer attrition for our full service residential and commercial home heating oil and propane customers. Net customer attrition is
the difference between gross customer losses and customers added through marketing efforts. Customers added through acquisitions are not included in the
calculation of gross customer gains. However, additional customers that are obtained through marketing efforts at newly acquired businesses are included
in these calculations. Customer attrition percentage calculations include customers added through acquisitions in the denominators of the calculations on a
weighted average basis. Gross customer losses are the result of a number of factors, including price competition, move outs, credit losses and conversions
to natural gas. (See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Customer Attrition.)
Customers and Pricing
The number of home heating oil customers comprise 81.0% of our product customer base, with propane customers comprising another 14.0% and
motor fuel and other petroleum product customers making up the remaining 5.0%. (During fiscal 2020 we sold 313.6 million gallons of home heating oil
and propane and 151.8 million gallons of motor fuel and other petroleum products.)
Our full service home heating oil customer base is comprised of 97% residential customers and 3% commercial customers. Approximately 95% of
our full service residential and commercial home heating oil customers have their deliveries scheduled automatically and 5% of our home heating oil
customer base call from time to time to schedule a delivery. Automatic deliveries are scheduled based on each customer’s historical consumption pattern
and prevailing weather conditions. Our practice is to bill customers promptly after delivery. We offer a balanced payment plan to residential customers in
which a customer’s estimated annual oil purchases and service contract fees are paid for in a series of equal monthly payments. Approximately 34% of our
residential home heating oil customers have selected this billing option.
We offer several pricing alternatives to our residential home heating oil customers. Our variable pricing program allows the price to float with the
heating oil market and other factors. In addition, we offer price-protected programs, which establish either a ceiling or a fixed price per gallon that the
customer pays over a defined period. The following chart depicts the percentage of the pricing plans selected by our residential home heating oil customers
as of the end of the fiscal year.
Variable
Ceiling
Fixed
2020
2019
September 30,
2018
2017
2016
54.4%
38.5%
7.1%
100.0%
53.9%
39.1%
7.0%
100.0%
55.2%
36.9%
7.9%
100.0%
52.6%
37.1%
10.3% (a)
100.0%
53.2%
40.8%
6.0%
100.0%
Sales to residential customers ordinarily generate higher per gallon margins than sales to commercial customers. Due to greater price sensitivity,
our own internal marketing efforts, and hedging costs of residential price-protected customers, the per gallon margins realized from price-protected
customers generally are less than from variable priced residential customers.
The propane customer base has a similar profile of heating oil residential and commercial customers. Pricing plans chosen by propane customers
are almost exclusively variable in nature where selling prices will float with the propane market and other commercial factors.
The motor fuel and other petroleum products customer group includes commercial and industrial customers of unbranded diesel, gasoline, kerosene
and related distillate products. We sell products to these customers through contracts of various terms or through a competitive bidding process.
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Derivatives
We use derivative instruments in order to mitigate our exposure to market risk associated with the purchase of home heating oil for our price-
protected customers, physical inventory on hand, inventory in transit, priced purchase commitments, and the variable interest rate on a portion of our term
loan. Currently, 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., Toronto-Dominion Bank and Wells Fargo Bank, N.A.
The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815-10-05, Derivatives and Hedging, requires
that derivative instruments be recorded at fair value and included in the consolidated balance sheet as assets or liabilities. To the extent our interest rate
derivative instruments designated as cash flow hedges are effective, as defined under this guidance, changes in fair value are recognized in other
comprehensive income (loss) until the hedged item is recognized in earnings. We have elected not to designate our commodity derivative instruments as
hedging instruments under this guidance, and as a result, the changes in fair value of the derivative instruments during the holding period are recognized in
our statement of operations. Therefore, we experience volatility in earnings as outstanding derivative instruments are marked to market and non-cash gains
and losses are recorded prior to the sale of the commodity to the customer. The volatility in any given period related to unrealized non-cash gains or losses
on derivative instruments can be significant to our overall results. However, we ultimately expect those gains and losses to be offset by the cost of product
when purchased. Depending on the risk being hedged, realized gains and losses are recorded in cost of product, cost of installations and services, or
delivery and branch expenses.
Suppliers and Supply Arrangements
We purchase our product for delivery in either barge, pipeline or truckload quantities, and as of September 30, 2020, had contracts with
approximately 125 third-party terminal sites for the right to temporarily store petroleum products at their facilities. Home heating oil and propane purchases
are made under supply contracts or on the spot market. We have entered into market price based contracts for approximately 81% of our expected home
heating oil and propane requirements for the fiscal 2021 heating season. We also have market price based contracts for approximately 29% of our expected
diesel and gasoline requirements for fiscal 2021.
During fiscal 2020, Shell Oil Company, Motiva Enterprises LLC and Global Companies LLC provided approximately 13%, 12% and 11%
respectively, of our petroleum product purchases. No single supplier provided more than 10% of our product supply during fiscal 2019. Supply contracts
typically have terms of 6 to 12 months. All of the supply contracts provide for minimum quantities and in most cases do not establish in advance the price
of home heating oil or propane. This price is based upon a published market index price at the time of delivery or pricing date plus an agreed upon
differential. We believe that our policy of contracting for the majority of our anticipated supply needs with diverse and reliable sources will enable us to
obtain sufficient product should unforeseen shortages develop in worldwide supplies.
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Liquid Product Price Volatility
Volatility, which is reflected in the wholesale price of liquid products, including home heating oil, propane and motor fuels, has a larger impact on
our business when prices rise. Home heating oil consumers are price sensitive to heating cost increases, and this often leads to increased gross customer
losses. As a commodity, the price of home heating oil is generally impacted by many factors, including economic and geopolitical forces. The price of
home heating oil is closely linked to the price of diesel fuel. The volatility in the wholesale cost of diesel fuel as measured by the New York Mercantile
Exchange (“NYMEX”), for the fiscal years ending September 30, 2016, through 2020, on a quarterly basis, is illustrated in the following chart (price per
gallon):
Fiscal 2020 (a)
Fiscal 2019
Fiscal 2018
Fiscal 2017
Fiscal 2016
Quarter Ended
December 31
March 31
June 30
September 30
Low
High
High
High
Low
$ 1.86 $ 2.05 $ 1.66 $ 2.44 $ 1.74 $ 2.08 $ 1.39 $ 1.70 $ 1.08 $ 1.61
0.95 2.06 1.70 2.04 1.84 2.14 1.49 1.70 0.87 1.26
0.61 1.22 1.78 2.12 1.96 2.29 1.37 1.65 1.08 1.57
1.08 1.28 1.75 2.08 2.05 2.35 1.45 1.86 1.26 1.53
Low
High
Low
High
Low
(a) On November 30, 2020, the NYMEX ultra low sulfur diesel contract closed at $1.37 per gallon or $0.02 per gallon lower than the average of $1.39 in
Fiscal 2020.
Acquisitions
Part of our business strategy is to pursue select acquisitions.
During fiscal 2020, the Company acquired two heating oil dealers for approximately $3.3 million; $3.0 million in cash and $0.3 million of deferred
liabilities. The gross purchase price was allocated $3.2 million to intangible assets, $0.6 million to fixed assets and $0.5 million to working capital. Each
acquired company’s operating results are included in the Company’s consolidated financial statements starting on its acquisition date. Customer lists, other
intangibles (excluding goodwill) and trade names are amortized on a straight-line basis over seven to twenty years. The Company also completed the
purchase of assets related to our fiscal 2019 acquisition of a heating oil dealer for an aggregate purchase price of approximately $1.2 million.
During fiscal 2019, the Company acquired one of its subcontractors, a liquid product dealer and the assets of a propane dealer with a combined
total of approximately 24,000 home heating oil and propane accounts for an aggregate purchase price of approximately $60.9 million in cash. The gross
purchase price was allocated $44.7 million to intangible assets, $13.7 million to fixed assets and $2.5 million to working capital. Each acquired company’s
operating results are included in the Company’s consolidated financial statements starting on its acquisition date. Customer lists, other intangibles and trade
names are amortized on a straight-line basis over seven to twenty years.
During fiscal 2018, the Company acquired five home heating oil dealers and a motor fuel dealer with a total of 16,950 home heating oil and
propane accounts for an aggregate purchase price of approximately $25.2 million; comprised of $23.7 million in cash and $1.5 million of deferred
liabilities. The gross purchase price was allocated $15.3 million to intangible assets, $7.5 million to fixed assets and $2.4 million to working capital. Each
acquired company’s operating results are included in the Company’s consolidated financial statements starting on its acquisition date. Customer lists, other
intangibles and trade names are amortized on a straight-line basis over seven to twenty years.
Employees and Human Capital Management
We consider our employees a key factor to Star’s success and we are focused on attracting and retaining the best employees at all levels of our
business. In particular, our dedication to providing superior customer service depends significantly on employee satisfaction and retention. We strive to
create a productive and collaborative work environment for our employees. Our human capital measures and objectives focus on safety of our employees,
employee benefits, and employee development and training.
The safety of our employees and customers is paramount. We strive to ensure that all employees feel safe in their respective work environment.
Since March 2020, a majority of our office personnel are working remotely and
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in certain markets heavily impacted by the COVID-19 pandemic, we ceased making non-emergency service calls that would have been performed in the
third quarter under normal circumstances. As peak heating season begins, we have begun to very cautiously return customer service, credit, service
dispatch, and inside sales employees back into our facilities with our team’s health and well-being in mind. Our employees have adapted well and continue
to be flexible to the changing working conditions
To attract talent and meet the needs of our employees, we offer benefits packages for full-time employees. We offer a health and welfare and
retirement program to all eligible employees. We also provide our employees with resources for professional development including technical training,
feedback and performance reviews from supervisors, and management training.
As of September 30, 2020, we had 3,157 employees, of whom 812 were office, clerical and customer service personnel; 891 were equipment
technicians; 516 were fuel delivery drivers and mechanics; 606 were management and 332 were employed in sales. Of these employees 1,397 (44%) are
represented by 59 different collective bargaining agreements with local chapters of labor unions. Due to the seasonal nature of our business and depending
on the demands of the 2021 heating season, we anticipate that we will augment our current staffing levels during the heating season from among the 395
employees on temporary leave of absence as of September 30, 2020. There are 18 collective bargaining agreements up for renewal in fiscal 2021, covering
approximately 253 employees (8%). We believe that our relations with both our union and non-union employees are generally satisfactory.
Government Regulations
We are subject to various federal, state and local environmental, health and safety laws and regulations. Generally, these laws impose limitations on
the discharge or emission of pollutants and establish standards for the handling of solid and hazardous wastes. These laws include the Resource
Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), the Clean Air Act, the
Occupational Safety and Health Act, the Emergency Planning and Community Right to Know Act, the Clean Water Act, the Oil Pollution Act, and
comparable state statutes. CERCLA, also known as the “Superfund” law, imposes joint and several liabilities without regard to fault or the legality of the
original conduct on certain classes of persons that are considered to have contributed to the release or threatened release of a hazardous substance into the
environment. Products stored and/or delivered by us and certain automotive waste products generated by our fleet are hazardous substances within the
meaning of CERCLA or otherwise subject to investigation and cleanup under other environmental laws and regulations. While we are currently not
involved with any material CERCLA claims, and we have implemented programs and policies designed to address potential liabilities and costs under
applicable environmental laws and regulations, failure to comply with such laws and regulations could result in civil or criminal penalties or injunctive
relief in cases of non-compliance or impose liability for remediation costs.
We have incurred and continue to incur costs to address soil and groundwater contamination at some of our locations, including legacy
contamination at properties that we have acquired. A number of our properties are currently undergoing remediation, in some instances funded by prior
owners or operators contractually obligated to do so. To date, no material issues have arisen with respect to such prior owners or operators addressing such
remediation, although there is no assurance that this will continue to be the case. In addition, we have been subject to proceedings by regulatory authorities
for alleged violations of environmental and safety laws and regulations. We do not expect any of these liabilities or proceedings of which we are aware to
result in material costs to, or disruptions of, our business or operations.
Transportation of our products by truck are subject to regulations promulgated under the Federal Motor Carrier Safety Act. These regulations cover
the transportation of hazardous materials and are administered by the United States Department of Transportation or similar state agencies. Several of our
oil terminals are governed under the United States Coast Guard operations Oversite, Federal OPA 90 FRP programs and Federal Spill Prevention Control
and Countermeasure programs. All of our propane bulk terminals are governed under Homeland Security Chemical Facility Anti-Terrorism Standards
programs. We conduct ongoing training programs to help ensure that our operations are in compliance with applicable regulations. We maintain various
permits that are necessary to operate some of our facilities, some of which may be material to our operations.
There is increasing attention in the United States and worldwide concerning the issue of climate change and the effect of emissions of greenhouse
gases (“GHG”), in particular from the combustion of fossil fuels. Federal, regional and state regulatory authorities in many jurisdictions have begun taking
steps to regulate GHG emissions.
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ITEM 1A.
RISK FACTORS
You should consider carefully the risk factors discussed below, as well as all other information, as an investment in the Company involves a high
degree of risk. We are subject to certain risks and hazards due to the nature of the business activities we conduct. The risks discussed below, any of which
could materially and adversely affect our business, financial condition, cash flows, and results of operations, could result in a partial or total loss of your
investment, and are not the only risks we face. We may experience additional risks and uncertainties not currently known to us or, as a result of
developments occurring in the future, conditions that we currently deem to be immaterial may also materially and adversely affect our business, financial
condition, cash flows and results of operations.
Risks Related to the COVID-19 Pandemic
Our business, results of operations, financial condition and cash flows may be adversely affected by global public health pandemics, including
COVID-19, an infectious disease caused by the novel coronavirus, and their related impact on the economy and financial markets.
A global public health pandemic, including COVID-19, poses the risk that we or our employees, vendors, or customers may be prevented from
conducting business activities for an indefinite period of time, including shutdowns that may be requested or mandated by governmental authorities,
restrictions on travel to or from locations where we obtain product, provide services or where our customers are located. While as of the date hereof, we
have been deemed an essential business by state and local governmental officials and are therefore permitted to continue operations during the COVID-19
pandemic. Our continued status as an essential business in all or certain of our markets could change by subsequent order and is beyond our control. If
workers at one or more of our offices or the offices of our suppliers become ill or are quarantined and in either or both events are therefore unable to work,
our operations could be subject to disruption due to staffing shortages.. The remote working arrangements we implemented for the majority of our office
personnel in response to the pandemic may become strained or result in service delays, especially as these arrangements extend into the peak heating oil
season. Further, certain of our customers’ financial condition have been may continue to be adversely impacted as a result of the impacts of COVID-19, or
another global public health pandemic, and efforts taken to prevent its spread, which could result in reduced demand or impact their ability to pay for our
products and services. In the third quarter of fiscal 2020, we believe that some of our customers deferred non-emergency services, including the installation
of new equipment, causing a decline in equipment installation sales. However, in the fourth quarter of fiscal 2020, our installation sales rebounded. Also,
in the third quarter of fiscal 2020, we experienced a decline in motor fuel sales volume due to a significant reduction in economic activity. This trend
continued into the fourth quarter of fiscal 2020. If we continue to see declines in equipment and motor fuel sales, our financial results may suffer
accordingly. We are also experiencing disruptions in the procurement of certain HVAC equipment and home generators.
The COVID-19 pandemic has also caused, and is likely to continue to cause, severe economic, market and other disruptions worldwide. We cannot
assure you that conditions in the bank lending, capital and other financial markets will not continue to deteriorate as a result of the pandemic, or that our
access to capital and other sources of funding will not become constrained, which could adversely affect the availability and terms of future borrowings,
renewals or refinancings. The extent to which the COVID-19 pandemic will impact our business remains uncertain, however, there could be a material
adverse impact on our business, financial condition, results of operations, or cash flows.
We believe COVID-19’s impact on our business, operating results, cash flows (including the collection of current and future accounts receivable)
and/or financial condition primarily will be driven by the severity and duration of the pandemic, the pandemic’s impact on the U.S. and global economies,
the price of petroleum products, and the timing, scope and effectiveness of federal, state and local governmental responses to the pandemic. We continue to
monitor the effects of the pandemic on our business; however, the primary drivers are beyond our knowledge and control and, as a result, at this time we
cannot reasonably estimate the ultimate adverse impact COVID-19 will have on our business, operating results, cash flows and/or financial condition going
forward.
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Risks Related to Demand and Our Operations
Our operating results will be adversely affected if we continue to experience significant net customer attrition in our home heating oil and propane
customer base.
The following table depicts our gross customer gains, gross customer losses and net customer attrition from fiscal year 2016 to fiscal year 2020.
Net customer attrition is the difference between gross customer losses and customers added through marketing efforts. Customers added through
acquisitions are not included in the calculation of gross customer gains. However, additional customer gains that are obtained through marketing efforts and
losses at newly acquired businesses are included in these calculations from the point of closing going forward. Customer attrition percentage calculations
include customers added through acquisitions in the denominators of the calculations on a weighted average basis from the closing date.
Gross customer gains
Gross customer losses
Net attrition
2020
12.2%
15.6%
(3.4%)
Fiscal Year Ended September 30,
2018
2019
2017
12.9%
18.3%
(5.4%)
13.0%
16.2%
(3.2%)
13.1%
14.6%
(1.5%)
2016
12.1%
17.2%
(5.1%)
The gain of a new customer does not fully compensate for the loss of an existing customer because of the expenses incurred during the first year to
add a new customer. Typically, the per gallon margin realized from a new account added is less than the margin of a customer that switches to another
provider. Customer losses are the result of various factors, including but not limited to:
•
•
•
•
•
price competition;
customer relocations and home sales/foreclosures;
credit worthiness;
service disruptions; and
conversions to natural gas.
The continuing volatility in the energy markets can intensify price competition and add to our difficulty in reducing net customer attrition. Warmer
than normal weather can also contribute to an increase in attrition as customers perceive less need for a full service provider like ourselves. Additionally,
the economic impact of COVID-19 could increase future attrition due to higher losses from credit related issues.
If we are not able to reduce the current level of net customer attrition or if such level should increase, attrition will have a material adverse effect on
our business, operating results and cash available for distributions to unitholders. For additional information about customer attrition, see Item 7
“Management’s Discussion and Analysis of Financial Condition and Results of Operations – Customer Attrition.”
Because of the highly competitive nature of our business, we may not be able to retain existing customers or acquire new customers, which would
have an adverse impact on our business, operating results and financial condition.
Our business is subject to substantial competition. Most of our operating locations compete with numerous distributors, primarily on the basis of
price, reliability of service and responsiveness to customer service needs. Each operating location operates in its own competitive environment.
We compete with distributors offering a broad range of services and prices, from full-service distributors, such as ourselves, to those offering
delivery only. As do many companies in our business, we provide home heating equipment repair service on a 24-hour-a-day, seven-day-a-week, 52 weeks
a year basis. We believe that this tends to build customer loyalty. In some instances homeowners have formed buying cooperatives that seek to purchase
home heating oil from distributors at a price lower than individual customers are otherwise able to obtain. We also compete for retail customers with
suppliers of alternative energy products, principally natural gas, propane (in the
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case of our home heating oil operations) and electricity. If we are unable to compete effectively, we may lose existing customers and/or fail to acquire new
customers, which would have a material adverse effect on our business, operating results and financial condition.
Our operating results will be adversely affected if we experience significant net customer attrition from natural gas conversions.
Based on data in the 2010 United States Census, from 2000 to 2010 it appears that heating oil customer conversions to natural gas in the states
where we do business averaged from under 1% to over 3% per year.
The following table depicts our estimated customer losses to natural gas conversions for the last five fiscal years. Losses to natural gas in our
footprint for the home heating oil industry could be greater or less than our estimates.
2020
Fiscal Year Ended September 30,
2018
2017
2019
2016
Customer losses to natural gas conversion
(1.1)%
(1.4)%
(1.3)%
(1.2)%
(1.3)%
In addition to our direct customer losses to natural gas competition, any conversion to natural gas by a heating oil consumer in our geographic
footprint reduces the pool of available customers from which we can gain new heating oil customers, and could have a material adverse effect on our
business, operating results and financial condition.
If we do not make acquisitions on economically acceptable terms, our future growth will be limited.
Generally, heating oil and propane are alternative energy sources to new housing construction, because natural gas is usually selected when natural
gas infrastructure exists. In certain geographies, utilities are building out their natural gas infrastructure. As such, our industry is not a growth industry.
Accordingly, future growth will depend on our ability to make acquisitions on economically acceptable terms. We cannot assure that we will be able to
identify attractive acquisition candidates in our sector in the future or that we will be able to acquire businesses on economically acceptable terms. Adverse
operating and financial results may limit our access to capital and adversely affect our ability to make acquisitions. Under the terms of our fifth amended
and restated credit agreement (“Credit Agreement”), we are restricted from making any individual acquisition in excess of $25.0 million without the
lenders’ approval. In addition, to make an acquisition, we are required to have Availability (as defined in our Credit Agreement) of at least $40.0 million,
on a historical pro forma and forward-looking basis. Furthermore, as long as the bank term loan is outstanding, we must be in compliance with the senior
secured leverage ratio (as defined in our Credit Agreement). These covenant restrictions may limit our ability to make acquisitions. Any acquisition may
involve potential risks to us and ultimately to our unitholders, including:
•
•
•
•
•
•
•
•
an increase in our indebtedness;
an increase in our working capital requirements;
an inability to integrate the operations of the acquired business;
an inability to successfully expand our operations into new territories;
the diversion of management’s attention from other business concerns;
an excess of customer loss from the acquired business;
loss of key employees from the acquired business; and
the assumption of additional liabilities including environmental liabilities.
In addition, acquisitions may be dilutive to earnings and distributions to unitholders, and any additional debt incurred to finance acquisitions may,
among other things, affect our ability to make distributions to our unitholders.
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Since weather conditions may adversely affect the demand for home heating oil and propane, our business, operating results and financial
condition are vulnerable to warm winters.
Weather conditions in regions in which we operate have a significant impact on the demand for home heating oil and propane because our
customers depend on this product largely for space heating purposes. As a result, weather conditions may materially adversely impact our business,
operating results and financial condition. During the peak-heating season of October through March, sales of home heating oil and propane historically
have represented approximately 80% of our annual volume sold. Actual weather conditions can vary substantially from year to year or from month to
month, significantly affecting our financial performance. Warmer than normal temperatures in one or more regions in which we operate can significantly
decrease the total volume we sell and the gross profit realized and, consequently, our results of operations.
To partially mitigate the adverse effect of warm weather on cash flows, we have used weather hedge contracts for a number of years. In general,
such weather hedge contracts provide that we are entitled to receive a specific payment per heating degree-day shortfall, when the total number of heating
degree-days in the hedge period is less than the ten year average. The “payment thresholds,” or strikes, are set at various levels. The hedge period runs from
November 1, through March 31, of a fiscal year taken as a whole.
For fiscal year 2021 and 2022 we have weather hedge contracts with two providers. For fiscal 2021, the maximum that the Company can receive is
$12.5 million and the maximum the Company may be obligated to pay is $5.0 million. For fiscal 2022, the maximum that the Company can receive is $7.5
million and the Company does not have a potential obligation to pay. However, there can be no assurance that such weather hedge contracts would fully or
substantially offset the adverse effects of warmer weather on our business and operating results during such period or that colder weather will result in
enough profit to offset a payment by the Company to its provider.
Our operating results are subject to seasonal fluctuations.
Our operating results are subject to seasonal fluctuations since the demand for home heating oil and propane is greater during the first and second
fiscal quarter of our fiscal year, which is the peak heating season. The seasonal nature of our business has resulted on average in the last five years in the
sale of approximately 30% of our volume of home heating oil and propane in the first fiscal quarter and 50% of our volume in the second fiscal quarter of
each fiscal year. As a result, we generally realize net income in our first and second fiscal quarters and net losses during our third and fourth fiscal quarters
and we expect that the negative impact of seasonality on our third and fourth fiscal quarter operating results will continue. Thus any material reduction in
the profitability of the first and second quarters for any reason, including warmer than normal weather, generally cannot be made up by any significant
profitability improvements in the results of the third and fourth quarters.
Risks Related to Product Pricing and Costs
High product prices can lead to customer conservation and attrition, resulting in reduced demand for our products.
Prices for our products are subject to volatile fluctuations in response to changes in supply and other market conditions. During periods of high
product costs our prices generally increase. High prices can lead to customer conservation and attrition, resulting in reduced demand for our products.
Increases in wholesale product costs may have adverse effects on our business, financial condition, results of operations, or liquidity.
Increases in wholesale product costs may have adverse effects on our business, financial condition and results of operations, including the
following:
•
•
customer conservation or attrition due to customers converting to lower cost heating products or suppliers;
reduced liquidity as a result of higher receivables, and/or inventory balances as we must fund a portion of any increase in receivables,
inventory and hedging costs from our own resources, thereby tying up funds that would otherwise be available for other purposes;
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•
•
•
higher bad debt expense and credit card processing costs as a result of higher selling prices;
higher interest expense as a result of increased working capital borrowing to finance higher receivables and/or inventory balances; and
higher vehicle fuel costs.
If increases in wholesale product costs cause our working capital requirements to exceed the amounts available under our revolving credit facility
or should we fail to maintain the required availability or fixed charge coverage ratio, we would not have sufficient working capital to operate our business,
which could have a material adverse effect on our financial condition and results of operations.
Our business requires a significant amount of working capital to finance inventory and accounts receivable generated during the heating season.
Under our Credit Agreement, we may borrow up to $300 million, which increases to $450 million during the peak winter months from December through
April of each fiscal year. We are obligated to meet certain financial covenants under our Credit Agreement, including the requirement to maintain at all
times either excess availability (borrowing base less amounts borrowed and letters of credit issued) of 12.5% of the revolving credit commitment then in
effect or a fixed charge coverage ratio (as defined in our Credit Agreement) of not less than 1.1. In addition, as long as our term loan is outstanding, our
senior secured leverage ratio cannot be more than 3.0 as calculated as of the quarters ending June 30 or September 30, and no more than 4.5 as calculated
as of the quarters ending December 31 or March 31.
At December 31, 2020, we expect to have approximately 26 million gallons of priced purchase commitments and physical inventory hedged with a
futures contract or swap. If the wholesale price of heating oil increased $1 per gallon, our near term liquidity in December would be reduced by $26
million.
At September 30, 2020, we had approximately 118,900 customers, or 34% of our residential customer base, on the balanced payment plan in which
a customer’s estimated annual oil purchases and service contract fees are paid for in a series of equal monthly payments. Increases in wholesale prices
could reduce our liquidity if we failed to recalculate the balanced payments on a timely basis or if customers resist higher balanced payments. These
customers could possibly owe us more in the future than we had budgeted. Generally, customer credit balances are at their low point after the end of the
heating season and at their peak prior to the beginning of the heating season.
Our hedging strategy may adversely affect our liquidity.
We purchase derivatives, futures and swaps from members of our lending group in order to mitigate exposure to market risk associated with our
inventory and the purchase of home heating oil for price-protected customers. Future positions require an initial cash margin deposit and daily mark to
market maintenance margin, whereas options are generally paid for as they expire. Mark-to-market exposure reduces our borrowing base and as such can
reduce the amount available to us under our Credit Agreement. The highest mark to market reserve against our borrowing base for these derivative
instruments with our lending group was $20.2 million, $22.7 million, and $0, during fiscal years 2020, 2019, and 2018 respectively.
We also purchase call options from members of our lending group to hedge the price of the products to be sold to our price-protected customers
which usually require us to pay an upfront cash payment. This reduces our liquidity, as we must pay for the option before any sales are made to the
customer. We further purchase futures contracts with members of our lending group in order to mitigate exposure to market risk associated with physical
inventory. Our futures contracts require an initial cash deposit and maintenance margin for changes in the market value of the contracts.
Sudden and sharp oil price increases that cannot be passed on to customers may adversely affect our operating results.
Our industry is a “margin-based” business in which gross profit depends on the excess of sales prices per gallon over supply costs per gallon.
Consequently, our profitability is sensitive to changes in the wholesale product cost caused by changes in supply or other market conditions. These factors
are beyond our control and thus, when there are sudden and sharp increases in the wholesale cost of home heating oil, we may not be able to pass on these
increases to customers through increased retail sales prices. In an effort to retain existing accounts and attract new customers we may offer discounts, which
will impact the net per gallon gross margin realized.
16
Significant declines in the wholesale price of home heating oil may cause price-protected customers to renegotiate or terminate their arrangements
which may adversely impact our gross profit and operating results.
When the wholesale price of home heating oil declines significantly after a customer enters into a price protection arrangement, some customers
attempt to renegotiate their arrangement in order to enter into a lower cost pricing plan with us or terminate their arrangement and switch to a
competitor. Under our current price-protected programs, approximately 38.5% and 7.1% of our residential customers are respectively categorized as being
either ceiling or fixed as of September 30, 2020.
A significant portion of our home heating oil volume is sold to price-protected customers (ceiling and fixed) and our gross margins could be
adversely affected if we are not able to effectively hedge against fluctuations in the volume and cost of product sold to these customers.
A significant portion of our home heating oil volume is sold to individual customers under an arrangement pre-establishing the ceiling sales price
or a fixed price of home heating oil over a fixed period. When the customer makes a purchase commitment for the next period we currently purchase option
contracts, swaps and futures contracts for a substantial majority of the heating oil that we expect to sell to these price-protected customers. The amount of
home heating oil volume that we hedge per price-protected customer is based upon the estimated fuel consumption per average customer, per month. If the
actual usage exceeds the amount of the hedged volume on a monthly basis, we could be required to obtain additional volume at unfavorable margins. In
addition, should actual usage in any month be less than the hedged volume (including, for example, as a result of early terminations by fixed price
customers), our hedging losses could be greater. Currently, we have elected not to designate our derivative instruments as hedging instruments under FASB
ASC 815-10-05 Derivatives and Hedging, and the change in fair value of the derivative instruments is recognized in our statement of operations. Therefore,
we experience volatility in earnings as these currently outstanding derivative contracts are marked to market and non-cash gains or losses are recorded in
the statement of operations.
Our risk management policies cannot eliminate all commodity risk, basis risk, or the impact of adverse market conditions which can adversely
affect our financial condition, results of operations and cash available for distribution to our unitholders. In addition, any noncompliance with our
risk management policies could result in significant financial losses.
While our hedging policies are designed to minimize commodity risk, some degree of exposure to unforeseen fluctuations in market conditions
remains. For example, we change our hedged position daily in response to movements in our inventory. Any difference between the estimated future sales
from inventory and actual sales will create a mismatch between the amount of inventory and the hedges against that inventory, and thus change the
commodity risk position that we are trying to maintain. Also, significant increases in the costs of the products we sell can materially increase our costs to
carry inventory. We use our revolving credit facility as our primary source of financing to carry inventory and may be limited on the amounts we can
borrow to carry inventory. Basis risk describes the inherent market price risk created when a commodity of certain grade or location is purchased, sold or
exchanged as compared to a purchase, sale or exchange of a like commodity at a different time or place. Transportation costs and timing differentials are
components of basis risk. For example, we use the NYMEX to hedge our commodity risk with respect to pricing of energy products traded on the
NYMEX. Physical deliveries under NYMEX contracts are made in New York Harbor. To the extent we take deliveries in other ports, such as Boston
Harbor, we may have basis risk. In a backward market (when prices for future deliveries are lower than current prices), basis risk is created with respect to
timing. In these instances, physical inventory generally loses value as basis declines over time. Basis risk cannot be entirely eliminated, and basis exposure,
particularly in backward or other adverse market conditions, can adversely affect our financial condition, results of operations and cash available for
distribution to our unitholders.
We monitor processes and procedures to reduce the risk of unauthorized trading and to maintain substantial balance between purchases and sales or
future delivery obligations. We can provide no assurance, however, that these steps will detect and/or prevent all violations of such risk management
policies and procedures, particularly if deception or other intentional misconduct is involved.
17
Our obligation to fund multi-employer pension plans to which we contribute may have an adverse impact on us.
We participate in a number of multi-employer pension plans for current and former union employees covered under collective bargaining
agreements. The risks of participating in multi-employer plans are different from single-employer plans in that assets contributed are pooled and may be
used to provide benefits to current and former employees of other participating employers. Several factors could require us to make significantly higher
future contributions to these plans, including the funding status of the plan, unfavorable investment performance, insolvency or withdrawal of participating
employers, changes in demographics and increased benefits to participants. Several of these multi-employer plans to which we contribute are underfunded,
meaning that the value of such plans’ assets are less than the actuarial value of the plans’ benefit obligations.
We may be subject to additional liabilities imposed by law as a result of our participation in multi-employer defined benefit pension plans. Various
Federal laws impose certain liabilities upon an employer who is a contributor to a multi-employer pension plan if the employer withdraws from the plan or
the plan is terminated or experiences a mass withdrawal, potentially including an allocable share of the unfunded vested benefits in the plan for all plan
participants, not just our retirees. Accordingly, we could be assessed our share of unfunded liabilities should we terminate participation in these plans, or
should there be a mass withdrawal from these plans, or if the plans become insolvent or otherwise terminate.
While we currently have no intention of permanently terminating our participation in or otherwise withdrawing from any underfunded multi-
employer pension plan, there can be no assurance that we will not be required to record material withdrawal liabilities or be required to make material cash
contributions in the future to one or more underfunded plans, whether as a result of withdrawing from a plan, or of agreeing to any alternate funding option,
or due to any of the other risks associated with being a participating employer in an underfunded plan. Any of these events could negatively impact our
liquidity and financial results.
We rely on the continued solvency of our derivatives, insurance and weather hedge counterparties.
If counterparties to the derivative instruments that we use to hedge the cost of home heating oil sold to price-protected customers, physical
inventory and our vehicle fuel costs were to fail, our liquidity, operating results and financial condition could be materially adversely impacted, as we
would be obligated to fulfill our operational requirement of purchasing, storing and selling home heating oil and vehicle fuel, while losing the mitigating
benefits of economic hedges with a failed counterparty. If one of our insurance carriers were to fail, our liquidity, results of operations and financial
condition could be materially adversely impacted, as we would have to fund any catastrophic loss. If our weather hedge counterparty were to fail, we would
lose the protection of our weather hedge contract. Currently, we have outstanding derivative instruments 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., Toronto-Dominion Bank and Wells Fargo
Bank, N.A. Our primary insurance carriers are American International Group, Woodbury Insurance Co., Inc. (our captive insurance subsidiary), and a
subsidiary of Sompo International which is our weather hedge counterparty.
Risks Related to Our Legal and Environmental Activities
We are subject to operating and litigation risks that could adversely affect our operating results whether or not covered by insurance.
Our operations are subject to all operating hazards and risks normally incidental to handling, storing, transporting and otherwise providing
customers with our products such as natural disasters, adverse weather, accidents, fires, explosions, hazardous material releases, mechanical failures and
other events beyond our control. If any of these events were to occur, we could incur substantial losses because of personal injury or loss of life, severe
damage to and destruction of property and equipment, and pollution or other environmental damage resulting in curtailment or suspension of our related
operations. As a result, we may be a defendant in legal proceedings and litigation arising in the ordinary course of business. The Company records a
liability when it is probable that a loss has been incurred and the amount is reasonably estimable.
18
As we self-insure workers’ compensation, automobile and general liability claims up to pre-established limits, we establish reserves based upon
expectations as to what our ultimate liability will be for claims based on our historical factors. We evaluate on an annual basis the potential for changes in
loss estimates with the support of qualified actuaries. As of September 30, 2020, we had approximately $74.4 million of net insurance reserves. Other than
matters for which we self-insure, we maintain insurance policies with insurers in amounts and with coverage and deductibles that we believe are reasonable
and prudent.
However, there can be no assurance that the ultimate settlement of these claims will not differ materially from the assumptions used to calculate the
reserves or that the insurance we maintain will be adequate to protect us from all material expenses related to potential future claims for remediation costs
and personal and property damage or that these levels of insurance will be available in the future at economical prices, any of which could have a material
effect on our results of operations. Further, certain types of claims may be excluded from our insurance coverage. If we were to 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.
Our captive insurance company may not bring the benefits we expect.
Beginning October 1, 2016, we have elected to insure through a wholly-owned captive insurance company, Woodbury Insurance Co., Inc., certain
self-insured or deductible amounts. We also continue to maintain our normal, historical, insurance policies with third party insurers. In addition to certain
business and operating benefits of having a captive insurance company, we expect to receive certain cash flow benefits related to the timing of the tax
deduction related to these claims. Such expected cash tax timing benefits related to coverage provided by Woodbury Insurance Co., Inc. may not
materialize, or any cash tax savings may not be as much as anticipated.
Recent New York legislation has the potential to significantly negatively impact the Company’s New York operations.
On July 18, 2019, the State of New York passed the Climate Leadership and Community Protection Act (“CLCPA”). Among other things, the
CLCPA sets out a series of emissions reduction, renewable energy, and energy storage goals to significantly reduce the use of carbon-based fossil fuels and
eventually achieve net zero GHG emissions in the state. On August 14, 2020, the New York Department of Environmental Conservation released proposed
regulations to limit statewide GHG emissions as a percentage of 1990 emissions to 60% by 2030 and to 15% by 2050. Within two years after the effective
date of the CLCPA (by July 2021), the New York State Climate Action Council must propose a scoping plan with recommendations for how the state can
reduce carbon emissions, and within four years after the effective date (by July 2023), the New York Department of Environmental Conservation must
adopt regulations that, in part, include measures to reduce GHG emissions from sources that have a cumulatively significant impact on statewide GHG
emissions. Certain measures, such as reducing GHG emissions from fossil fuel-burning vehicles, boilers and furnaces, if adopted, could significantly
negatively impact the Company’s New York State operations, which constitute a material portion of the Company’s business. Other states in which the
Company operates and that are material to the Company’s operations have adopted similar GHG laws or have otherwise announced GHG reduction targets.
However, whether and in what manner the CLCPA or other states’ GHG laws or targets could impact the Company remains uncertain at this time.
Our results of operations and financial condition may be adversely affected by governmental regulation and associated environmental and
regulatory costs.
Our business is subject to a wide range of federal, state and local laws and regulations related to environmental and other matters. Such laws and
regulations have become increasingly stringent over time. Some state and local governments have enacted or are attempting to enact regulations and
incentive programs encouraging the phase-out of the products that we sell in favor of other types of fuels, such as natural gas. We may experience increased
costs due to stricter pollution control requirements or liabilities resulting from noncompliance with operating or other regulatory permits. New regulations,
such as those relating to underground storage, transportation, and delivery of the products that we sell, might adversely impact operations or make them
more costly. In addition, there are environmental risks inherently associated with home heating oil operations, such as the risks of accidental releases or
spills. We have incurred and continue to incur costs to remediate soil and groundwater contamination at some of our locations. We cannot be sure that we
have identified all such contamination, that we
19
know the full extent of our obligations with respect to contamination of which we are aware, or that we will not become responsible for additional
contamination not yet discovered. It is possible that material costs and liabilities will be incurred, including those relating to claims for damages to property
and persons and the environment.
In addition, our financial condition, results of operations and ability to pay distributions to our unitholders may be negatively impacted by
significant changes in federal and state tax law. For example, an increase in federal and state income tax rates will reduce the amount of cash to pay
distributions.
There is increasing attention in the United States and worldwide concerning the issue of climate change and the effect of GHG emissions, in
particular from the combustion of fossil fuels. Federal, regional and state regulatory authorities in many jurisdictions have begun taking steps to regulate
GHG emissions. For example, as discussed above under “Risk Factor – Recent New York legislation has the potential to significantly negatively impact the
Company’s New York operations,” the State of New York passed the CLCPA and other states have passed similar laws or have otherwise announced GHG
reduction targets. Additionally, in October 2015, the United States Environmental Protection Agency (“EPA”) published the Clean Power Plan for the
regulation of GHG emissions associated with the energy sector. However, following litigation and subsequent review, the EPA repealed the Clean Power
Plan and issued the Affordable Clean Energy (“ACE”) Rule. If implemented, the ACE Rule would result in significantly less GHG reductions than would
have been the case under the Clean Power Plan. Litigation of the ACE Rule is pending in the U.S. Court of Appeals for the District of Columbia. It is
anticipated, however, that, after the inauguration of the new President on January 20, 2021, the EPA might request that the D.C. Circuit put the suits on
hold on the grounds that the new administration intends to review and modify the ACE Rule, potentially adopting more stringent emission reduction
requirements. In any event, it is likely that any regulatory program that caps emissions or imposes a carbon tax will increase costs for us and our customers,
which could lead to increased conservation or customers seeking lower cost alternatives. We cannot yet estimate the compliance costs or business impact of
potential national, regional or state GHG emissions reduction legislation, regulations or initiatives, since many such programs and proposals are still in
development.
Our operations would be adversely affected if service at our third-party terminals or on the common carrier pipelines used is interrupted.
The products that we sell are transported in either barge, pipeline or in truckload quantities to third-party terminals where we have contracts to
temporarily store our products. Any significant interruption in the service of these third-party terminals or on the common carrier pipelines used would
adversely affect our ability to obtain product.
We depend on the use of information technology systems that could fail or be the target of cyber-attacks.
Our systems and networks are maintained internally and by third-party vendors, and their failure could significantly impede operations. In addition,
our systems and networks, as well as those of our vendors, banks and counterparties, may receive and store personal/business information in connection
with human resources operations, customer offerings, and other aspects of our business. A cyber-attack or material network breach in the security of these
systems could include the theft of proprietary information or employee and customer information, as well as disrupt our operations or damage our facilities
or those of third parties. This could have a material adverse effect on our revenues and increase our operating and capital costs, which could reduce the
amount of cash otherwise available for distribution. To the extent that any cyber-attack, security breach or other disruption results in a loss or damage to the
Company’s data, or an inappropriate disclosure of confidential or customer or employee information, it could cause significant damage to the Company’s
reputation, affect relationships with its customers and employees, lead to claims against the Company, and ultimately harm our business. In addition, we
may be required to incur additional costs to modify, remediate and protect against damage caused by cyber-attacks, security breaches or other disruptions in
the future.
20
Risks Related to People and Competition
Conflicts of interest have arisen and could arise in the future.
Conflicts of interest have arisen and could arise in the future as a result of relationships between the general partner and its affiliates, on the one
hand, and us or any of our limited partners, on the other hand. As a result of these conflicts the general partner may favor its own interests and those of its
affiliates over the interests of the unitholders. The nature of these conflicts is ongoing and includes the following considerations:
•
•
•
•
•
•
•
•
•
•
•
The general partner’s affiliates are not prohibited from engaging in other business or activities, including direct competition with us.
The general partner determines the amount and timing of asset purchases and sales, capital expenditures, distributions to unitholders, unit
repurchases, borrowings and reserves, each of which can impact the amount of cash, if any, available for distribution to unitholders, and
available to pay principal and interest on debt and the amount of incentive distributions payable in respect of the general partner units.
The general partner controls the enforcement of obligations owed to us by the general partner.
The general partner decides whether to retain its counsel or engage separate counsel to perform services for us.
In some instances the general partner may borrow funds in order to permit the payment of distributions to unitholders.
The general partner may limit its liability and reduce its fiduciary duties, while also restricting the remedies available to unitholders for
actions that might, without limitations, constitute breaches of fiduciary duty.
Unitholders are deemed to have consented to some actions and conflicts of interest that might otherwise be deemed a breach of fiduciary or
other duties under applicable state law.
The general partner is allowed to take into account the interests of parties in addition to the Company in resolving conflicts of interest,
thereby limiting its fiduciary duty to the unitholders.
The general partner determines whether to issue additional units or other of our securities.
The general partner determines which costs are reimbursable by us.
The general partner is not restricted from causing us to pay the general partner or its affiliates for any services rendered on terms that are fair
and reasonable to us or entering into additional contractual arrangements with any of these entities on our behalf.
We could experience significant increases in operating costs and reduced profitability due to competition for drivers and equipment technicians’
labor.
We compete with other entities for drivers and equipment technicians’ labor, including entities that operate in different market sectors than us.
Costs to recruit, train and retain adequate personnel, the loss of certain personnel, our inability to attract and retain other qualified personnel or a labor
shortage that reduces the pool of qualified candidates could adversely affect our results of operations.
A substantial portion of our workforce is unionized, and we may face labor actions that could disrupt our operations or lead to higher labor costs
and adversely affect our business.
As of September 30, 2020, approximately 44% of our employees were covered under 59 different collective bargaining agreements. As a result, we
are usually involved in union negotiations with several local bargaining units at any given time. There can be no assurance that we will be able to negotiate
the terms of any expired or expiring agreement on terms satisfactory to us. Although we consider our relations with our employees to be generally
satisfactory, we may experience strikes, work stoppages or slowdowns in the future. If our unionized workers were to engage in a strike, work stoppage or
other slowdown, we could experience a significant disruption of our operations, which could have a material adverse effect on our business, results of
operations and financial condition.
21
Moreover, our non-union employees may become subject to labor organizing efforts. If any of our current non-union facilities were to unionize, we could
incur increased risk of work stoppages and potentially higher labor costs.
Risks Related to Ownership of Our Common Units
Cash distributions (if any) are not guaranteed and may fluctuate with performance and reserve requirements.
Distributions of available cash by us to unitholders will depend on the amount of cash generated, and distributions may fluctuate based on our
performance. The actual amount of cash that is available will depend upon numerous factors, including:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
profitability of operations,
required principal and interest payments on debt or debt prepayments,
debt covenants,
margin account requirements,
cost of acquisitions,
issuance of debt and equity securities,
fluctuations in working capital,
capital expenditures,
units repurchased,
adjustments in reserves,
prevailing economic conditions,
financial, business and other factors,
increased pension funding requirements
results of potential adverse litigation, and
the amount of cash taxes we have to pay in Federal, State and local corporate income and franchise taxes.
Our Credit Agreement imposes restrictions on our ability to pay distributions to unitholders, including the need to maintain certain covenants. (See
the fifth amended and restated credit agreement and Note 13 of the Notes to the Consolidated Financial Statements—Long-Term Debt and Bank Facility
Borrowings).
If we fail to maintain an effective system of internal controls, then we may not be able to accurately report our financial results or prevent fraud.
As a result, current and potential unitholders could lose confidence in our financial reporting, which would harm our business and the trading
price of our common units.
Effective internal controls are necessary for us to provide reliable financial reports, prevent fraud and operate successfully as a public company. We
may experience difficulties in implementing effective internal controls as part of our integration of acquisitions from private companies, which are not
subject to the internal control requirements imposed on public companies. If we are unable to maintain adequate controls over our financial processes and
reporting in the future or if the businesses we acquire have ineffective internal controls, our operating results could be harmed or we may fail to meet our
reporting obligations. Ineffective internal controls over financial reporting could cause our unitholders to lose confidence in our reported financial
information, which would likely have a negative effect on the trading price of our common units.
22
Risks Related to Our Indebtedness
Our substantial debt and other financial obligations could impair our financial condition and our ability to obtain additional financing and have a
material adverse effect on us if we fail to meet our financial and other obligations.
At September 30, 2020, we had outstanding under our fifth amended and restated revolving credit facility agreement a $123.5 million term loan. In
addition, under the revolver portion of our fifth amended and restated revolving credit facility agreement, we had no borrowings, but $3.5 million of letters
of credit were issued, $11.1 million hedge positions were secured, and availability was $203.4 million. In December 2019, the Company refinanced its five-
year term loan and the revolving credit facility with the execution of the fifth amended and restated revolving credit facility agreement, which had the
effect of increasing the amount due under our term loan to $130 million, correspondingly reduced the borrowings under the revolver portion of the fourth
amended and restated revolving credit facility agreement and extending the term of the facility to December 2024. (See the fifth amended and restated
credit agreement and Note 13 of the Notes to the Consolidated Financial Statements—Long-Term Debt and Bank Facility Borrowings). Exclusive of the
term loan, during the last three fiscal years we have utilized as much as $167.3 million of our Credit Agreement in borrowings, letters of credit and hedging
reserve. Our substantial indebtedness and other financial obligations could:
•
•
•
•
•
•
impair our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, unit repurchases or
general partnership purposes;
have a material adverse effect on us if we fail to comply with financial and affirmative and restrictive covenants in our debt agreements and
an event of default occurs that is not cured or waived;
require us to dedicate a substantial portion of our cash flow for principal and interest payments on our indebtedness and other financial
obligations, thereby reducing the availability of our cash flow to fund working capital and capital expenditures;
expose us to interest rate risk because certain of our borrowings are at variable rates of interest;
limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and
place us at a competitive disadvantage compared to our competitors that have proportionally less debt.
If we are unable to meet our debt service obligations and other financial obligations, we could be forced to restructure or refinance our
indebtedness and other financial transactions, seek additional equity capital or sell our assets. We might then be unable to obtain such financing or capital
or sell our assets on satisfactory terms, if at all.
We are not required to accumulate cash for the purpose of meeting our future obligations to our lenders, which may limit the cash available to
service the final payment due on the term loan outstanding under our Credit Agreement.
Subject to the limitations on restricted payments that are contained in our Credit Agreement, we are not required to accumulate cash for the purpose
of meeting our future obligations to our lenders. As a result, we may be required to refinance the final payment of our term loan. Our ability to refinance
the term loan will depend upon our future results of operation and financial condition as well as developments in the capital markets. Our general partner
will determine the future use of our cash resources and has broad discretion in determining such uses and in establishing reserves for such uses, which may
include but are not limited to:
•
•
•
•
complying with the terms of any of our agreements or obligations;
providing for distributions of cash to our unitholders in accordance with the requirements of our Partnership Agreement;
providing for future capital expenditures and other payments deemed by our general partner to be necessary or advisable, including to make
acquisitions; and
repurchasing common units.
Depending on the timing and amount of our use of cash, this could significantly reduce the cash available to us in subsequent periods to make
payments on borrowings under our Credit Agreement.
23
Restrictive covenants in our Credit Agreement may reduce our operating flexibility.
Our Credit Agreement contains various covenants that limit our ability and the ability of our subsidiaries to, among other things:
•
•
•
•
•
•
•
•
•
•
•
incur indebtedness;
make distributions to our unitholders;
purchase or redeem our outstanding equity interests or subordinated indebtedness;
make investments;
create liens;
sell assets;
engage in transactions with affiliates;
restrict the ability of our subsidiaries to make payments, loans, guarantees and transfers of assets or interests in assets;
engage in sale-leaseback transactions;
effect a merger or consolidation with or into other companies, or a sale of all or substantially all of our properties or assets; and
engage in other lines of business.
These restrictions could limit our ability to obtain future financings, make capital expenditures, withstand a future downturn in our business or the
economy in general, conduct operations or otherwise take advantage of business opportunities that may arise. Our Credit Agreement also requires us to
maintain specified financial ratios and satisfy other financial conditions. Our ability to meet those financial ratios and conditions can be affected by events
beyond their control, such as weather conditions and general economic conditions. Accordingly, we may be unable to meet those ratios and conditions.
Any breach of any of these covenants, failure to meet any of these ratios or conditions, or occurrence of a change of control would result in a
default under the terms of the relevant indebtedness or other financial obligations to become immediately due and payable. If we were unable to repay
those amounts, the lenders could initiate a bankruptcy proceeding or liquidation proceeding or proceed against the collateral, if any. If the lenders of our
indebtedness or other financial obligations accelerate the repayment of borrowings or other amounts owed, we may not have sufficient assets to repay our
indebtedness or other financial obligations, including the notes.
Under our Credit Agreement, the occurrence of a “change of control” is considered a default. We may be unable to repay borrowings under our
Credit Agreement if the indebtedness outstanding thereunder is accelerated following a change of control.
In the event of a change in control, we may not have the financial resources to repay borrowings under our Credit Agreement and may be unable to
satisfy our obligations unless we are able to refinance or obtain waivers under our other indebtedness.
General Risk Factors
Energy efficiency and new technology may reduce the demand for our products and adversely affect our operating results.
Increased conservation and technological advances, including installation of improved insulation and the development of more efficient furnaces and other
heating devices, have adversely affected the demand for our products by retail customers. Future conservation measures or technological advances in
heating, conservation, energy generation or other devices might reduce demand and adversely affect our operating results.
24
Economic conditions could adversely affect our results of operations and financial condition.
Uncertainty about economic conditions poses a risk as our customers may reduce or postpone spending in response to tighter credit, negative
financial news and/or declines in income or asset values, which could have a material negative effect on the demand for our equipment and services and
could lead to increased conservation, as we have seen certain of our customers seek lower cost providers. Any increase in existing customers or potential
new customers seeking lower cost providers and/or increase in our rejection rate of potential accounts because of credit considerations could increase our
overall rate of net customer attrition. In addition, recessionary economic conditions could negatively impact the spending and financial viability of our
customers; particularly our commercial motor fuel customers. As a result, we could experience an increase in bad debts from financially distressed
customers, which would have a negative effect on our liquidity, results of operations and financial condition.
The risk of global terrorism and political unrest may adversely affect the economy and the price and availability of the products that we sell and
have a material adverse effect on our business, financial condition and results of operations.
Terrorist attacks, political unrest and war may adversely impact the price and availability of the products that we sell, our results of operations, our
ability to raise capital and our future growth. The impact that the foregoing may have on our industry in general, and on our business in particular, is not
known at this time. An act of terror could result in disruptions of crude oil supplies, markets and facilities, and the source of the products that we sell could
be direct or indirect targets. Terrorist activity may also hinder our ability to transport our products if our normal means of transportation become damaged
as a result of an attack. Instability in the financial markets as a result of terrorism could also affect our ability to raise capital. Terrorist activity could likely
lead to increased volatility in the prices of our products.
The impact of hurricanes and other natural disasters could cause disruptions in supply and could also reduce the demand for the products that we
sell, which would have a material adverse effect on our business, financial condition and results of operations.
Hurricanes and other natural disasters may cause disruptions in the supply chains for the products that we sell. Disruptions in supply could have a
material adverse effect on our business, financial condition and results of operations, causing an increase in wholesale prices and a decrease in supply.
Hurricanes and other natural disasters could also cause disruptions in the power grid, which could prevent our customers from operating their home heating
oil systems, thereby reducing our sales. For example, on October 29, 2012, storm Sandy made landfall in our service area, resulting in widespread power
outages that affected a number of our customers. Deliveries of home heating oil and propane were less than expected for certain of our customers who were
without power for several weeks subsequent to storm Sandy.
ITEM 1B.
UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 2.
PROPERTIES
We currently provide services to our customers in the United States in fourteen states and the District of Columbia, ranging from Maine to
Maryland from 40 principal operating locations and 80 depots, 50 of which are owned and 70 of which are leased. As of September 30, 2020, we had a
fleet of 1,209 truck and transport vehicles, the majority of which were owned, 1,233 service and 373 support vehicles, the majority of which were leased.
Our obligations under our Credit Agreement are secured by liens and mortgages on substantially all of the Company’s and subsidiaries’ real and personal
property.
ITEM 3.
LEGAL PROCEEDINGS—LITIGATION
We are involved from time to time in litigation incidental to the conduct of our business, but we are not currently a party to any material lawsuit or
proceeding.
25
ITEM 4.
MINE SAFETY DISCLOSURES
Not applicable.
26
ITEM 5.
MARKET FOR REGISTRANT’S UNITS AND RELATED MATTERS
The common units, representing limited partner interests in Star, are listed and traded on the New York Stock Exchange, Inc. (“NYSE”) under the
symbol “SGU.”
The following tables set forth the range of the daily high and low sales prices per common unit and the cash distributions declared on each unit for
PART II
the periods indicated.
Quarter Ended
December 31,
March 31,
June 30,
September 30,
SGU – Common Unit Price Range
Low
High
Distributions Declared
per Unit
Fiscal
Year
2020
$
$
$
$
9.79 $
9.61 $
8.97 $
9.95 $
Fiscal
Year
2019
10.00 $
9.90 $
10.25 $
10.14 $
Fiscal
Year
2020
Fiscal
Year
2019
Fiscal
Year
2020
Fiscal
Year
2019
8.91 $
6.11 $
7.00 $
8.38 $
8.87 $ 0.1250 $ 0.1175
9.00 $ 0.1250 $ 0.1175
9.31 $ 0.1325 $ 0.1250
8.99 $ 0.1325 $ 0.1250
As of November 30, 2020, there were approximately 214 holders of record of common units.
There is no established public trading market for the Company’s 0.3 million general partner units.
Distribution Provisions
We are required to make distributions in an amount equal to our Available Cash, as defined in our Partnership Agreement, no more than 45 days
after the end of each fiscal quarter, to holders of record on the applicable record dates. Available Cash, as defined in our Partnership Agreement, generally
means all cash on hand at the end of the relevant fiscal quarter less the amount of cash reserves established by the Board of Directors of our general partner
in its reasonable discretion for future cash requirements. These reserves are established for the proper conduct of our business (including reserves for future
capital expenditures) for minimum quarterly distributions during the next four quarters and to comply with applicable laws and the terms of any debt
agreements or other agreement to which we are subject. The Board of Directors of our general partner reviews the level of Available Cash each quarter
based upon information provided by management.
According to the terms of our Partnership Agreement, minimum quarterly distributions on the common units accrue at the rate of $0.0675 per
quarter ($0.27 on an annual basis). The information concerning restrictions on distributions required by Item 5 of this Report is incorporated by reference to
Note 4 to the Company’s Consolidated Financial Statements - Quarterly Distribution of Available Cash. The Credit Agreement imposes certain restrictions
on our ability to pay distributions to unitholders. In order to pay any distributions to unitholders or repurchase Common Units, the Company must maintain
Availability (as defined in the 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. (See Note 13 of the Notes to the Consolidated Financial Statements—Long-Term Debt and Bank Facility Borrowings).
On October 22, 2020, we declared a quarterly distribution of $0.1325 per unit, or $0.53 per unit on an annualized basis, on all Common Units with
respect to the fourth quarter of fiscal 2020, paid on November 10, 2020, to holders of record on November 2, 2020. The amount of distributions in excess
of the minimum quarterly distribution of $0.0675, were distributed in accordance with our Partnership Agreement, subject to management incentive
compensation plan. As a result, $5.7 million was paid to the Common Unit holders, $0.2 million to the general partner unit holders (including $0.2 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.
27
Common Unit Repurchase Plans and Retirement
Note 5 to the Consolidated Financial Statements concerning the Company’s repurchase of Common Units during the fiscal year ended September
30, 2020 is incorporated into this Item 5 by reference.
ITEM 6.
SELECTED HISTORICAL FINANCIAL AND OPERATING DATA
The selected financial data as of September 30, 2020 and 2019, and for the years ended September 30, 2020, 2019 and 2018 is derived from the
financial statements of Star included elsewhere in this Report. The selected financial data as of September 30, 2018, 2017 and 2016 and for the years ended
September 30, 2017 and 2016 is derived from the financial statements of Star not included in this Report. See Item 7. Management’s Discussion and
Analysis of Financial Condition and Results of Operations.
(in thousands, except per unit data)
2020 (*)
Fiscal Years Ending September 30,
2018
2017
2019 (*)
2016
Statement of Operations Data:
Sales
Costs and expenses:
Cost of sales
(Increase) decrease in the fair value of derivative instruments
Delivery and branch expenses
Depreciation and amortization expenses
General and administrative expenses
Finance charge income
Operating income
Interest expense, net
Amortization of debt issuance costs
Other income, net
Income before income taxes
Income tax expense
Net income
Weighted average number of limited partner units:
Basic and diluted
$ 1,467,458 $ 1,753,872 $ 1,677,837 $ 1,323,555 $ 1,161,338
992,438
2,755
323,373
34,623
25,072
(3,771)
92,968
9,702
999
5,724
76,543
20,625
55,918 $
1,266,166
25,113
369,033
32,901
28,414
(5,105)
37,350
11,164
1,032
—
25,154
7,517
17,637 $
1,214,495
(11,408)
357,580
31,575
24,227
(4,700)
66,068
8,716
1,288
(7,043)
63,107
7,602
55,505 $
915,056
(2,193)
306,534
27,882
24,998
(4,054)
55,332
6,775
1,281
—
47,276
20,376
26,900 $
768,841
(18,217)
276,493
26,530
23,366
(3,079)
87,404
7,485
1,247
—
78,672
33,738
44,934
$
45,656
50,814
54,764
55,888
57,022
(*)
Only fiscal years 2020 and 2019 reflects the adoption of ASU No. 2014-09, Revenue from Contracts with Customers.
28
(in thousands, except per unit data)
2020 (*)
Fiscal Years Ended September 30,
2018
2017
2019 (*)
2016
Per Unit Data:
Basic and diluted net income per unit (a)
Cash distribution declared per common unit
Balance Sheet Data (end of period):
Current assets
Total assets
Long-term debt
Partners’ Capital
Summary Cash Flow Data:
Net cash provided by operating activities
Net cash used in investing activities
Net cash used in financing activities
Other Data:
Earnings from continuing operations before net interest expense, income taxes,
depreciation and amortization
(EBITDA) (b)
Adjusted EBITDA (b)
Retail home heating oil and propane gallons sold
Motor fuel and other petroleum products gallons sold
Temperatures (warmer) colder than normal (c)
$
$
1.07 $
0.515 $
0.35 $
0.485 $
0.89 $
0.455 $
0.46 $
0.425 $
0.70
0.395
$ 226,345 $ 226,830 $ 256,737 $ 241,241 $ 294,858
$ 838,616 $ 752,706 $ 729,971 $ 673,917 $ 692,111
$ 109,805 $ 120,447 $
75,441
$ 255,820 $ 260,840 $ 309,785 $ 306,068 $ 301,493
65,717 $
91,780 $
$ 175,668 $
21,058 $ 101,957
$ (28,141) $ (82,166) $ (65,252) $ (66,381) $ (19,631)
$ (95,515) $ (24,848) $ (30,135) $ (41,157) $ (43,646)
97,382 $
57,460 $
$ 121,867 $
$ 130,346 $
313,581
151,760
(10.2)%
70,251 $ 104,686 $
86,235 $
95,364 $
345,480
167,350
(3.9)%
357,187
138,298
(4.7)%
83,214 $ 113,934
95,717
81,021 $
302,517
109,526
(17.8)%
316,892
112,114
(12.4)%
(a)
(b)
Net income per unit is computed in accordance with FASB ASC 260-10-45-60 Earnings per Share, Master Limited Partnerships (EITF 03-06). See
Note 19. Earnings Per Limited Partner Units, of the consolidated financial statements.
EBITDA (Earnings from continuing operations before net interest expense, income taxes, depreciation and amortization) and Adjusted EBITDA
(Earnings from continuing operations before net interest expense, income taxes, depreciation and amortization, (increase) decrease in the fair value
of derivatives, other income (loss), net, multiemployer pension plan withdrawal charge, gain or loss on debt redemption, goodwill impairment, and
other non-cash and non-operating charges) are non-GAAP financial measures that are used as supplemental financial measures by management and
external users of our financial statements, such as investors, commercial banks and research analysts, to assess:
•
•
•
•
•
our compliance with certain financial covenants included in our debt agreements;
our financial performance without regard to financing methods, capital structure, income taxes or historical cost basis;
our operating performance and return on invested capital as compared to those of other companies in the retail distribution of refined
petroleum products business, without regard to financing methods and capital structure;
our ability to generate cash sufficient to pay interest on our indebtedness and to make distributions to our partners; and
the viability of acquisitions and capital expenditure projects and the overall rates of return of alternative investment opportunities.
The method of calculating Adjusted EBITDA may not be consistent with that of other companies, and EBITDA and Adjusted EBITDA both have
limitations as an analytical tool and so should not be viewed in isolation and should be viewed in conjunction with measurements that are computed in
accordance with GAAP. Some of the limitations of EBITDA and Adjusted EBITDA are:
•
EBITDA and Adjusted EBITDA do not reflect our cash used for capital expenditures;
29
•
•
•
•
although depreciation and amortization are non-cash charges, the assets being depreciated or amortized often will have to be replaced and
EBITDA and Adjusted EBITDA do not reflect the cash requirements for such replacements;
EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital requirements;
EBITDA and Adjusted EBITDA do not reflect the cash necessary to make payments of interest or principal on our indebtedness; and
EBITDA and Adjusted EBITDA do not reflect the cash required to pay taxes.
EBITDA and Adjusted EBITDA are calculated for the fiscal years ended September 30 as follows:
(in thousands)
Net income
Plus:
Income tax expense
Amortization of debt issuance cost
Interest expense, net
Depreciation and amortization
EBITDA from continuing operations
(Increase)/decrease in the fair value of derivative instruments
Other income, net (d)
Adjusted EBITDA
Add/(subtract)
Income tax expense
Interest expense, net
Provision for losses on accounts receivable
Decrease (increase) in receivables
Decrease (increase) in inventories
Increase (decrease) in customer credit balances
Change in deferred taxes
Change in other operating assets and liabilities
Net cash provided by operating activities
Net cash used in investing activities
Net cash used in financing activities
2020 (*)
2019 (*)
$
55,918 $
17,637 $
2018
55,505 $
2017
26,900 $
2016
44,934
20,625
999
9,702
34,623
121,867
2,755
5,724
130,346
(20,625)
(9,702)
3,441
34,366
14,588
14,775
(3,544)
12,023
$ 175,668 $
7,517
1,032
11,164
32,901
70,251
25,113
—
95,364
7,602
1,288
8,716
31,575
104,686
(11,408)
(7,043)
86,235
20,376
1,281
6,775
27,882
83,214
(2,193)
—
81,021
33,738
1,247
7,485
26,530
113,934
(18,217)
—
95,717
(7,517)
(11,164)
9,541
10,137
(6,306)
3,615
(5,126)
8,838
97,382 $
(7,602)
(8,716)
6,283
(37,149)
4,177
(6,563)
14,685
6,110
57,460 $
(20,376)
(33,738)
(6,775)
(7,485)
1,639
(639)
(19,844)
10,965
(10,598)
9,979
(23,085)
6,490
10,134
9,670
10,998
8,942
21,058 $ 101,957
$ (28,141) $ (82,166) $ (65,252) $ (66,381) $ (19,631)
$ (95,515) $ (24,848) $ (30,135) $ (41,157) $ (43,646)
(c)
Temperatures (warmer) colder than normal are for those locations where we had existing operations, which we sometimes refer to as the “base
business” (i.e. excluding acquisitions), temperatures (measured on a degree day basis) as reported by the National Oceanic and Atmospheric
Administration (“NOAA”).
(d) During fiscal 2020, we sold certain propane assets and recorded a loss of $5.7 million. During fiscal 2018, we sold our security business to a national
dealer and recorded a gain of $7.0 million
30
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Statement Regarding Forward-Looking Disclosure
This Annual Report on Form 10-K (this “Report”) includes “forward-looking statements” which represent our expectations or beliefs concerning
future events that involve risks and uncertainties, including those associated with the severity and duration of the novel coronavirus, or COVID-19,
pandemic, the pandemic’s impact on the U.S. and global economies, the timing, scope and effectiveness of federal, state and local governmental responses
to the pandemic, the effect of weather conditions on our financial performance, the price and supply of the products that we sell, the consumption patterns
of our customers, our ability to obtain satisfactory gross profit margins, our ability to obtain new customers and retain existing customers, our ability to
make strategic acquisitions, the impact of litigation, our ability to contract for our current and future supply needs, natural gas conversions, future union
relations and the outcome of current and future union negotiations, the impact of current and future governmental regulations, including climate change,
environmental, health, and safety regulations, the ability to attract and retain employees, customer credit worthiness, counterparty credit worthiness,
marketing plans, potential cyber-attacks, general economic conditions and new technology. All statements other than statements of historical facts included
in this Report including, without limitation, the statements under “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and elsewhere herein, are forward-looking statements. Without limiting the foregoing, the words “believe,” “anticipate,” “plan,” “expect,”
“seek,” “estimate,” and similar expressions are intended to identify forward-looking statements. Although we believe that the expectations reflected in such
forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct and actual results may differ materially
from those projected as a result of certain risks and uncertainties. These risks and uncertainties include, but are not limited to, those set forth in this Report
under the heading “Risk Factors” and “Business Strategy.” Important factors that could cause actual results to differ materially from our expectations
(“Cautionary Statements”) are disclosed in this Report. Currently, one of the most significant factors, however, is the potential adverse effect of the current
pandemic of the novel coronavirus, or COVID-19, on the financial condition, results of operations, cash flows and performance of the Company, its
customers and counterparties, and the global economy and financial markets. The extent to which COVID-19 impacts us and our customers will depend on
future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the
actions taken to contain the pandemic or mitigate its impact, the direct and indirect economic effects of the pandemic and containment measures, among
others. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in
their entirety by the Cautionary Statements. Unless otherwise required by law, we undertake no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise after the date of this Report.
Impact of COVID 19 - A Global Pandemic on our Operations and Outlook
In December 2019, there was an outbreak of a new strain of coronavirus (“COVID-19”). On March 11, 2020, the World Health Organization
characterized the outbreak of COVID-19 as a global pandemic and recommended containment and mitigation measures. The United States has declared a
national emergency concerning the outbreak, which has adversely impacted global activity and contributed to significant declines and volatility in financial
markets. Public health and governmental authorities nationally and in affected regions have taken and continue to take extraordinary and wide-ranging
actions to contain and combat the outbreak and spread of COVID-19, including restrictions on travel and business operations, quarantines, and orders and
similar mandates for many individuals to substantially restrict daily activities and for many businesses to curtail or cease normal operations. Our business
is concentrated in the Northeast and Mid-Atlantic sections of the United States. These areas have been and continue to be significantly impacted by the
virus.
We have been designated by state and local governmental officials in the markets we serve as providing essential services during the COVID-19
pandemic. Therefore, we have continued to make fuel deliveries and provide emergency services to all areas in which we operate. We are closely
monitoring all official pronouncements and executive orders concerning our status as an essential business. To date, we have not experienced any supply
chain issues impacting our ability to deliver petroleum products to our customers. However, we are experiencing disruptions in the procurement of certain
HVAC equipment and home generators. Since March 2020, we have implemented various measures in response to the COVID-19 pandemic, such as a
majority of our office personnel
31
working remotely. While these measures have not significantly impacted our ability to serve our customers to date, these measures may become strained or
result in service delays, especially as we enter the peak heating season.
As a result of the COVID-19 pandemic, and in order to protect the safety and health of our workforce and our customers, we have expanded
certain employee benefit programs and will incur additional operating costs such as sanitizing our facilities, providing personal protective equipment for
our employees and providing IT infrastructure to allow many office, clerical, sales and customer service employees to work from home. At this time, we
expect the annual cost of these undertakings to be at least $2.0 million.
In certain markets more heavily impacted by the pandemic, we ceased making non-emergency service calls that would have been performed in the
third quarter of fiscal 2020 under normal conditions. To a certain extent, our service activity in the fourth quarter of fiscal 2020 reflected a return to
somewhat normal conditions. At this time, we expect to experience a modest increase in service costs in future quarters as a result of non-emergency
service calls being pushed to the peak heating oil season.
In the third quarter of fiscal 2020, we believe that some of our customers deferred non-emergency services, including the installation of new
equipment, which caused a decline in equipment installation sales of $2.8 million, or 11.5%, versus the prior-year period. However, in the fourth quarter of
fiscal 2020, our installation sales rebounded and increased by $2.4 million, or 9.0%, versus the fourth quarter of fiscal 2019. Also, in the third quarter of
fiscal 2020, we experienced a decline in motor fuel sales volume of 10.1 million gallons, or 23.7% versus the prior year’s period due to a significant
reduction in economic activity. This trend continued into the fourth quarter of fiscal 2020, albeit not as great as the third quarter of fiscal 2020 as motor
fuel sales decreased by 4.7 million gallons, or 10.6 %. If we continue to see declines in equipment and motor fuel sales, our financial results may suffer
accordingly.
As of September 30, 2020, we had accounts receivable of $83.6 million, of which $57.0 million was due from residential customers and $26.6
million due from commercial customers. Our ability to borrow from our bank group is based in part on the aging of these accounts receivable. If past due
balances that do not meet the eligibility tests as found in our fifth amended and restated credit agreement increase from historic levels, our future ability to
borrow would be reduced.
The Company has taken advantage of certain tax and legislative actions which permitted the Company to defer its April 2020 and June 2020
Federal and State income tax payments to July 2020 and to defer certain payroll tax withholdings relating to calendar 2020 to calendar 2021 and 2022.
We believe COVID-19’s impact on our business, operating results, cash flows (including the collection of current and future accounts receivable)
and/or financial condition primarily will be driven by the severity and duration of the pandemic, the pandemic’s impact on the U.S. and global economies,
the price of petroleum products, and the timing, scope and effectiveness of federal, state and local governmental responses to the pandemic. We continue to
monitor the effects of the pandemic on our business; however, the primary drivers are beyond our knowledge and control and, as a result, at this time we
cannot reasonably estimate the ultimate adverse impact COVID-19 will have on our business, operating results, cash flows and/or financial condition going
forward.
Impact on Liquidity of Increases and Decreases in Wholesale Product Cost
Our liquidity is adversely impacted in times of increasing wholesale product costs, as we must use more cash to fund our hedging requirements as
well as the increased levels of accounts receivable and inventory. This may result in higher interest expense as a result of increased working capital
borrowing to finance higher receivables and/or inventory balances. We may also incur higher bad debt expense and credit card processing costs as a result
of higher selling prices as well as higher vehicle fuel costs due to the increase in energy costs. While our liquidity is impacted by initial margin
requirements for new future positions used to hedge our inventory, it can also be adversely impacted by sudden and sharp decreases in wholesale product
costs, due to the increased margin requirements for futures contracts. Likewise, our liquidity and collateral requirements are impacted by the fluctuating
cost of options and swaps used to manage the market risks associated with our inventory and protected price customers.
32
Liquid Product Price Volatility
Volatility, which is reflected in the wholesale price of liquid products, including home heating oil, propane and motor fuels, has a larger impact on
our business when prices rise. Consumers are price sensitive to heating cost increases, which can lead to increased gross customer losses. As a commodity,
the price of home heating oil is generally impacted by many factors, including economic and geopolitical forces, and, most recently, the COVID-19
pandemic, and is closely linked to the price of diesel fuel. The volatility in the wholesale cost of diesel fuel as measured by the New York Mercantile
Exchange (“NYMEX”), for the fiscal years ending September 30, 2016, through 2020, on a quarterly basis, is illustrated in the following chart (price per
gallon):
Fiscal 2020 (a)
Fiscal 2019
Fiscal 2018
Fiscal 2017
Fiscal 2016
Quarter Ended
December 31
March 31
June 30
September 30
Low
High
High
Low
High
$ 1.86 $ 2.05 $ 1.66 $ 2.44 $ 1.74 $ 2.08 $ 1.39 $ 1.70 $ 1.08 $ 1.61
0.95 2.06 1.70 2.04 1.84 2.14 1.49 1.70 0.87 1.26
0.61 1.22 1.78 2.12 1.96 2.29 1.37 1.65 1.08 1.57
1.08 1.28 1.75 2.08 2.05 2.35 1.45 1.86 1.26 1.53
Low
High
Low
Low
High
a)
On November 30, 2020, the NYMEX ultra low sulfur diesel contract closed at $1.37 per gallon or $0.02 per gallon lower than the average of $1.39 in
Fiscal 2020.
Income Taxes
Book versus Tax Deductions
The amount of cash flow generated in any given year depends upon a variety of factors including the amount of cash income taxes required, which
will increase as depreciation and amortization decreases. The amount of depreciation and amortization that we deduct for book (i.e., financial reporting)
purposes will differ from the amount that the Company can deduct for Federal tax purposes. The table below compares the estimated depreciation and
amortization for book purposes to the amount that we expect to deduct for Federal tax purposes, based on currently owned assets. While we file our tax
returns based on a calendar year, the amounts below are based on our September 30 fiscal year, and the tax amounts include any 100% bonus depreciation
available for fixed assets purchased. However, this table does not include any forecast of future annual capital purchases.
Estimated Depreciation and Amortization Expense
(in thousands) Fiscal Year
2020
2021
2022
2023
2024
2025
$
Book
Tax
35,608 $
31,011
25,851
22,674
18,441
14,406
36,127
24,484
20,188
18,566
17,847
16,689
Weather Hedge Contracts
Weather conditions have a significant impact on the demand for home heating oil and propane because certain customers depend on these products
principally for space heating purposes. Actual weather conditions may vary substantially from year to year, significantly affecting the Company’s financial
performance. To partially mitigate the adverse effect of warm weather on cash flow, we have used weather hedging contracts for a number of years with
several providers.
Under these contracts, we are entitled to a payment if the total number of degree days within the hedge period is less than the ten-year average. The
“Payment Thresholds,” or strikes, are set at various levels. In fiscal 2021, we are obligated to make a payment capped at $5.0 million if degree days exceed
the ten year average. The hedge period runs from November 1 through March 31, taken as a whole, for each respective fiscal year. For fiscal 2020 we
recorded a $10.1 million benefit, and for fiscal 2019 we recorded a charge of $2.1 million.
33
Per Gallon Gross Profit Margins
We believe home heating oil and propane margins should be evaluated on a cents per gallon basis (before the effects of increases or decreases in
the fair value of derivative instruments), as we believe that such per gallon margins are best at showing profit trends in the underlying business, without the
impact of non-cash changes in the market value of hedges before the settlement of the underlying transaction.
A significant portion of our home heating oil volume is sold to individual customers under an arrangement pre-establishing a ceiling price or fixed
price for home heating oil over a set period of time, generally twelve to twenty-four months (“price-protected” customers). When these price-protected
customers agree to purchase home heating oil from us for the next heating season, we purchase option contracts, swaps and futures contracts for a
substantial majority of the heating oil that we expect to sell to these customers. The amount of home heating oil volume that we hedge per price-protected
customer is based upon the estimated fuel consumption per average customer per month. In the event that the actual usage exceeds the amount of the
hedged volume on a monthly basis, we may be required to obtain additional volume at unfavorable costs. In addition, should actual usage in any month be
less than the hedged volume, our hedging costs and losses could be greater, thus reducing expected margins.
Derivatives
FASB ASC 815-10-05 Derivatives and Hedging requires that derivative instruments be recorded at fair value and included in the consolidated
balance sheet as assets or liabilities. To the extent our interest rate derivative instruments designated as cash flow hedges are effective, as defined under this
guidance, changes in fair value are recognized in other comprehensive income until the forecasted hedged item is recognized in earnings. We have elected
not to designate our commodity derivative instruments as hedging instruments under this guidance and, as a result, the changes in fair value of the
derivative instruments are recognized in our statement of operations. Therefore, we experience volatility in earnings as outstanding derivative instruments
are marked to market and non-cash gains and losses are recorded prior to the sale of the commodity to the customer. The volatility in any given period
related to unrealized non-cash gains or losses on derivative instruments can be significant to our overall results. However, we ultimately expect those gains
and losses to be offset by the cost of product when purchased.
Customer Attrition
We measure net customer attrition on an ongoing basis for our full service residential and commercial home heating oil and propane customers. Net
customer attrition is the difference between gross customer losses and customers added through marketing efforts. Customers added through acquisitions
are not included in the calculation of gross customer gains. However, additional customers that are obtained through marketing efforts or lost at newly
acquired businesses are included in these calculations. Customer attrition percentage calculations include customers added through acquisitions in the
denominators of the calculations on a weighted average basis. Gross customer losses are the result of a number of factors, including price competition,
move-outs, credit losses, conversions to natural gas and service disruptions. When a customer moves out of an existing home, we count the “move out” as a
loss, and if we are successful in signing up the new homeowner, the “move in” is treated as a gain. The economic impact of COVID-19 could increase
future attrition due to higher losses from credit related issues.
Customer gains and losses of home heating oil and propane customers
2020
Net
Fiscal Year Ended
2019
Net
2018
Net
Gross Customer
Gains /
Gross Customer
Gains /
Gross Customer
Gains /
Gains
23,900
12,600
8,000
10,700
55,200
Losses
(Attrition)
23,100
18,200
13,600
15,800
70,700
800
(5,600)
(5,600)
(5,100)
(15,500)
Gains
26,200
12,600
7,100
13,200
59,100
Losses
(Attrition)
25,400
22,300
15,900
20,600
84,200
800
(9,700)
(8,800)
(7,400)
(25,100)
Gains
24,700
14,100
7,900
13,100
59,800
Losses
19,900
18,900
16,200
19,400
74,400
(Attrition)
4,800
(4,800)
(8,300)
(6,300)
(14,600)
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Total
34
Customer gains (attrition) as a percentage of home heating oil and propane customer base
2020
Gross Customer
Gains
Losses
Net
Gains /
(Attrition)
Fiscal Year Ended
2019
Gross Customer
Gains
Losses
Net
Gains /
(Attrition)
2018
Gross Customer
Gains
Losses
Net
Gains /
(Attrition)
5.3%
2.8%
1.8%
2.3%
12.2%
5.1%
4.0%
3.0%
3.5%
15.6%
0.2%
(1.2)%
(1.2)%
(1.2)%
(3.4)%
5.8%
2.8%
1.6%
2.7%
12.9%
5.6%
5.0%
3.5%
4.2%
18.3%
0.2%
(2.2)%
(1.9)%
(1.5)%
(5.4)%
5.4%
3.0%
1.7%
2.9%
13.0%
4.3%
4.1%
3.5%
4.3%
16.2%
1.1%
(1.1)%
(1.8)%
(1.4)%
(3.2)%
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Total
For fiscal 2020, the Company lost 15,500 accounts (net), or 3.4%, of its home heating oil and propane customer base, compared to 25,100 accounts
lost (net), or 5.4%, of its home heating oil and propane customer base, during fiscal 2019. The Company’s net customer attrition improved by 9,600
accounts. Gross customer gains were 3,900 less than the prior year’s comparable period, and gross customer losses were 13,500 accounts lower.
For fiscal 2019, the Company lost 25,100 accounts (net), or 5.4%, of its home heating oil and propane customer base, compared to 14,600 accounts
lost (net), or 3.2%, of its home heating oil and propane customer base, during fiscal 2018. Gross customer gains were 700 less than the prior year’s
comparable period, and gross customer losses were 9,800 accounts higher. Gross customer losses exceeded the prior year primarily due to the Company’s
decision not to renew certain low margin accounts, along with increased losses due to credit and the price of home heating oil and propane.
During fiscal 2020, we estimate that we lost (1.1%) of our home heating oil and propane accounts to natural gas conversions versus (1.4%) for
fiscal 2019 and (1.3%) for fiscal 2018. Losses to natural gas in our footprint for the heating oil and propane industry could be greater or less than the
Company’s estimates.
Acquisitions
The timing of acquisitions and the types of products sold by acquired companies impact year-over-year comparisons. During fiscal 2020 the
Company acquired two heating oil dealers. During fiscal 2019 the Company completed three acquisitions. The following tables detail the Company’s
acquisition activity and the associated volume sold during the 12-month period prior to the date of acquisition
(in thousands of gallons)
Fiscal 2020 Acquisitions
Acquisition Number
Month of Acquisition
Home Heating Oil and Propane
Motor Fuel and Other Petroleum
Products
Total
1
2
October
July
(in thousands of gallons)
1,085
2,400
3,485
Fiscal 2019 Acquisitions
—
—
—
Acquisition Number
Month of Acquisition
Home Heating Oil and Propane
Motor Fuel and Other Petroleum
Products
Total
1
2
3
November
January (a)
May
130
—
13,200
13,330
—
—
6,772
6,772
1,085
2,400
3,485
130
—
19,972
20,102
(a)
The business acquired in January 2019 did not sell any petroleum products.
35
Sale of Propane Assets
In October 2020 we sold propane assets, which included a customer list of approximately 12,300 customers, for $7.0 million. The following table
details sales generated from the propane assets sold:
(in thousands)
Volume:
Propane
Sales:
Years Ended September 30,
2019
2018
2020
2,741
2,765
2,885
Petroleum Products
Installations and Services
Total Sales
$
$
5,906 $
1,224
7,130 $
6,377 $
1,540
7,917 $
6,478
2,184
8,662
Seasonality
The following matters should be considered in analyzing our financial results. The Company’s fiscal year ends on September 30. All references to
quarters and years, respectively, in this document are to the fiscal quarters and fiscal years unless otherwise noted. The seasonal nature of our business has
resulted, on average, during the last five years, in the sale of approximately 30% of the volume of home heating oil and propane in the first fiscal quarter
and 50% of the volume in the second fiscal quarter, the peak heating season. Approximately 25% of the volume of motor fuel and other petroleum products
is sold in each of the four fiscal quarters. We generally realize net income during the quarters ending December and March and net losses during the
quarters ending June and September. In addition, sales volume typically fluctuates from year to year in response to variations in weather, wholesale energy
prices and other factors.
Degree Day
A “degree day” is an industry measurement of temperature designed to evaluate energy demand and consumption. Degree days are based on how
far the average daily temperature departs from 65°F. Each degree of temperature above 65°F is counted as one cooling degree day, and each degree of
temperature below 65°F is counted as one heating degree day. Degree days are accumulated each day over the course of a year and can be compared to a
monthly or a long-term (multi-year) average to see if a month or a year was warmer or cooler than usual. Degree days are officially observed by the
National Weather Service.
Every ten years, the National Oceanic and Atmospheric Administration (“NOAA”) computes and publishes average meteorological quantities,
including the average temperature for the last 30 years by geographical location, and the corresponding degree days. The latest and most widely used data
covers the years from 1981 to 2010. Our calculations of “normal” weather are based on these published 30-year averages for heating degree days, weighted
by volume for the locations where we have existing operations.
Consolidated Results of Operations
The following is a discussion of the consolidated results of operations of the Company and its subsidiaries and should be read in conjunction with
the historical financial and operating data and Notes thereto included elsewhere in this Annual Report.
Fiscal Year Ended September 30, 2020
Compared to Fiscal Year Ended September 30, 2019
Volume
For fiscal 2020, the retail volume of home heating oil and propane sold decreased by 31.9 million gallons, or 9.2%, to 313.6 million gallons,
compared to 345.5 million gallons for fiscal 2019. For those locations where we had existing operations during both periods, which we sometimes refer to
as the “base business” (i.e., excluding
36
acquisitions), temperatures (measured on a heating degree day basis) for fiscal 2020 were 6.0% warmer than fiscal 2019 and 10.2% warmer than normal, as
reported by NOAA. For fiscal 2020, net customer attrition for the base business was 3.4%. The impact of fuel conservation, along with any period-to-
period differences in delivery scheduling, the timing of accounts added or lost during the fiscal years, equipment efficiency, and other volume variances not
otherwise described, are included in the chart below under the heading “Other.” An analysis of the change in the retail volume of home heating oil and
propane, which is based on management’s estimates, sampling, and other mathematical calculations and certain assumptions, is found below:
(in millions of gallons)
Volume - Fiscal 2019
Net customer attrition
Impact of warmer temperatures
Acquisitions
Other (a)
Change
Volume - Fiscal 2020
Heating Oil
and Propane
345.5
(16.6)
(20.0)
11.4
(6.7)
(31.9)
313.6
(a) Of the 6.7 million gallons, 4.0 million gallons is a decline in lower margin commercial and bid volume.
The following chart sets forth the percentage by volume of total home heating oil sold to residential variable-price customers, residential price-
protected customers, and commercial/industrial/other customers for fiscal 2020 compared to fiscal 2019:
Customers
Residential Variable
Residential Price-Protected (Ceiling and Fixed Price)
Commercial/Industrial/Other
Total
Twelve Months Ended
September 30,
2020
September 30,
2019
41.5%
46.1%
12.4%
100.0%
40.6%
46.7%
12.7%
100.0%
Volume of motor fuel and other petroleum products sold decreased by 15.6 million gallons, or 9.3%, to 151.8 million gallons for fiscal 2020,
compared to 167.4 million gallons for fiscal 2019, as the additional volume provided by acquisitions of 9.2 million gallons was reduced by lower wholesale
volume sales (2.1 million gallons) due to the warmer weather and lower volume sales of motor fuels (22.7 million gallons) resulting from COVID-19’s
impact on economic activity and the loss of certain accounts. We believe that the decline in motor fuel sales may continue in the near term.
Product Sales
For fiscal 2020, product sales decreased $0.3 billion, or 19.1%, to $1.2 billion, compared to $1.5 billion in fiscal 2019, reflecting a decrease in in
wholesale product cost of $0.3597 per gallon, or 18.5%, and a decrease in total volume sold of 9.3%.
Installations and Services Sales
For fiscal 2020, installation and service sales decreased $6.4 million, or 2.2%, to $281.4 million, compared to $287.8 million for fiscal 2019 as the
additional revenue provided from acquisitions of $10.3 million was reduced by lower revenue in the base business of $16.7 million. In the base business,
service and installation sales declined due to net customer attrition and the impact of warmer weather experienced during 2019-2020 heating season, which
reduced billable service revenue and the need for the installation of new equipment. During the third quarter of fiscal 2020 we ceased making non-
emergency service calls that would have been performed under normal
37
conditions due to COVID-19 and a portion of these service calls were completed in the fourth quarter of fiscal 2020. In addition, we believe that some of
our customers have deferred non-emergency services, including the installation of new equipment due to COVID-19, which has caused a decline in
equipment installation sales and reactive service calls and may continue to reduce future service and installation income.
Cost of Product
For fiscal 2020, cost of product decreased $259.9 million, or 26.0%, to $738.7 million, compared to $998.6 million for fiscal 2019, due to a
decrease in wholesale product costs of $0.3597 per gallon, or 18.5% and a decrease in total volume sold of 9.3%.
Gross Profit—Product
The table below calculates our per gallon margins and reconciles product gross profit for home heating oil and propane and motor fuel and other
petroleum products. We believe the change in home heating oil and propane margins should be evaluated before the effects of increases or decreases in the
fair value of derivative instruments, as we believe that realized per gallon margins should not include the impact of non-cash changes in the market value of
hedges before the settlement of the underlying transaction. On that basis, home heating oil and propane margins for fiscal 2020 increased by $0.0655 per
gallon, or 5.3%, to $1.2956 per gallon, from $1.2301 per gallon during fiscal 2019. We cannot assume that the per gallon margins realized during fiscal
2020 are sustainable for future periods. Product sales and cost of product include home heating oil, propane, motor fuel, other petroleum products and
liquidated damages billings.
Home Heating Oil and Propane
Volume
Sales
Cost
Gross Profit
Motor Fuel and Other Petroleum Products
Volume
Sales
Cost
Gross Profit
Total Product
Sales
Cost
Gross Profit
Twelve Months Ended
September 30, 2020
September 30, 2019
Amount
(in millions)
Per
Gallon
Amount
(in millions)
Per
Gallon
313.6
924.4 $
518.1 $
406.3 $
2.9479 $
1.6523 $
1.2956 $
345.5
1,100.0 $
675.0 $
425.0 $
3.1836
1.9535
1.2301
Amount
(in millions)
Per
Gallon
Amount
(in millions)
Per
Gallon
151.8
261.6 $
220.6 $
41.0 $
1.7238 $
1.4534 $
0.2704 $
167.4
366.1 $
323.6 $
42.5 $
2.1881
1.9340
0.2541
Amount
(in millions)
1,186.0
738.7
447.3
Amount
(in millions)
$
$
$
1,466.1
998.6
467.5
$
$
$
$
$
$
$
$
$
For fiscal 2020, total product gross profit was $447.3 million, which was $20.2 million, or 4.3%, less than fiscal 2019, as a decrease in home
heating oil and propane volume ($39.2 million) and in gross profit from motor fuel and other petroleum products ($1.5 million) was slightly offset by
higher margins ($20.5 million).
Cost of Installations and Services
Total installation costs for fiscal 2020 decreased to $83.8 million, compared to $84.2 million for fiscal 2019. Installation costs as a percentage of
installation sales for fiscal 2020 and fiscal 2019, were 82.4% and 82.8%, respectively.
38
Service expense decreased by $13.5 million, or 7.4%, to $169.9 million for fiscal 2020, representing 94.5% of service sales, versus $183.4 million,
or 98.5% of service sales, for fiscal 2019. We realized a combined gross profit from services and installations of $27.7 million for fiscal 2020 compared to
a combined gross profit of $20.2 million for fiscal 2019, a $7.5 million improvement in profitability. Acquisitions positively impacted the comparison by
$2.2 million and in the base business, service gross profit improved by $5.3 million due to warmer temperatures of 6.0% which reduced the demand for
service, and certain measures undertaken by the company to improve operating efficiency. In the base business, both service revenue and expenses
declined due to the impact of COVID-19 during the third quarter of fiscal 2020; however, the decline in service expense was greater than the decline in
revenue. A portion of the expense decline related to service work that would normally have been performed during the third quarter of fiscal 2020, but was
performed in the fourth quarter of fiscal 2020. We believe such service work may be performed in future periods and related expenses will be incurred in
those periods. Management views the service and installation department on a combined basis because many overhead functions cannot be separated or
precisely allocated to either service or installation billings.
(Increase) Decrease in the Fair Value of Derivative Instruments
During fiscal 2020, the change in the fair value of derivative instruments resulted in a $2.8 million charge due to a decrease in the market value for
unexpired hedges (a $12.2 million charge) and partially offset by a $9.4 million credit due to the expiration of certain hedged positions.
During fiscal 2019, the change in the fair value of derivative instruments resulted in a $25.1 million charge due to a decrease in the market value
for unexpired hedges ($10.6 million) and a $14.5 million charge due to the expiration of certain hedged positions.
Delivery and Branch Expenses
For fiscal 2020, delivery and branch expenses decreased $45.6 million, or 12.4%, to $323.4 million, compared to $369.0 million for fiscal 2019, as
additional costs from acquisitions of $9.7 million were more than offset by a $55.3 million, or 15.0%, decrease in expenses within the base business. The
decline in the base business was attributable to a $10.5 million, or 9.9%, reduction in direct delivery costs due to lower volume, lower insurance expense of
$9.5 million, lower bad debt expense and credit card processing fees of $6.2 million, lower medical cost of $3.9 million, a $3.8 million decrease in
expenses related to the Company’s concierge level of service program (which was greatly curtailed in January 2019), and other reductions in operating
costs totaling $9.2 million, or 2.5%, as we continue to improve Star’s operating efficiency. Operating expenses were also reduced by $12.2 million due to
the impact of our weather hedging program. As of September 30, 2019 we recorded a charge of $2.1 million, versus a benefit of $10.1 million as of
September 30, 2020. Bad debt expense was lower due to the decline in sales dollars, and insurance expense was lower due in part to the warm weather for
fiscal 2020 and its impact on claim experience. We believe that medical claims were lower due to COVID-19 “sheltering in place” and “stay at home”
orders, which curtailed plan members seeking medical attention.
Depreciation and Amortization Expenses
For fiscal 2020, depreciation and amortization expense increased $1.7 million, or 5.2%, to $34.6 million, compared to $32.9 million for fiscal 2019,
largely due to acquisitions.
General and Administrative Expenses
For fiscal 2020, general and administrative expenses decreased by $3.3 million or 11.8%, to $25.1 million, from $28.4 million for fiscal 2019,
primarily due to lower legal and professional expenses of $4.6 million, a $1.5 million charge related to the discontinued use of a tank monitoring system
that occurred during fiscal 2019 (and did not recur in the current fiscal year), and other savings of $0.1 million, partially offset by a $2.9 million increase in
profit sharing expense. The Company accrues approximately 6.0% of Adjusted EBITDA as defined in its profit sharing plan for distribution to its
employees, and this amount is payable when the Company achieves Adjusted EBITDA of at least 70% of the amount budgeted. The dollar amount of the
profit sharing pool is subject to increases and decreases corresponding to increases and decreases in Adjusted EBITDA.
39
Finance Charge Income
For fiscal 2020, finance charge income decreased by $1.3 million, or 26.1%, to $3.8 million compared to $5.1 million for fiscal 2019, primarily due
to lower customer late payment charges due to improved collections and lower sales volume at lower selling prices.
Interest Expense, Net
For fiscal 2020, net interest expense decreased by $1.5 million, or 13.1%, to $9.7 million compared to $11.2 million for fiscal 2019. The change
year-over-year reflects a decrease in average borrowings of $13.1 million from $175.8 million for fiscal 2019 to $162.7 million for fiscal 2020, and a
decrease in the weighted average interest rate from 5.3% for 2019 to 4.9% for fiscal 2020. To hedge against rising interest rates, the Company utilizes
interest rate swaps. At September 30, 2020, $64.0 million, or 52%, of our long term debt, was fixed. Interest income remained unchanged.
Amortization of Debt Issuance Costs
For fiscal 2020, amortization of debt issuance costs was $1.0 million, unchanged from fiscal 2019.
Other Loss, Net
In the fourth quarter of fiscal year 2020, we reclassified certain propane assets to assets held for sale on our consolidated balance sheet that were
sold in October 2020. As a result, we recorded an impairment charge of $5.7 million, which represents the difference between the fair value less cost to sell
and the carrying value of the assets. See Note 2 to our Consolidated Financial Statements of this Form 10-K for additional details.
Income Tax Expense
For fiscal 2020, the Company’s income tax expense increased by $13.1 million to $20.6 million, from $7.5 million for fiscal 2019, due primarily to
an increase in income before income taxes of $ 51.4 million, primarily due an increase in Adjusted EBITDA of $35.0 million and a $22.4 million non-cash
favorable change in the fair market value of derivative instruments.
Net Income
For fiscal 2020, net income increased $38.3 million, or 217.1%, to $55.9 million due primarily to a $35.0 million increase in Adjusted EBITDA,
described below, and a favorable change in the fair value of derivative instruments of $22.4 million, partially offset by a $13.1 million increase in income
tax expense, and a $5.7 million loss on certain propane assets held for sale.
Adjusted EBITDA
For fiscal 2020, Adjusted EBITDA increased by $35.0 million, or 36.7%, to $130.3 million compared to fiscal 2019. Acquisitions provided $9.3
million of Adjusted EBITDA, while Adjusted EBITDA in the base business increased by $25.7 million. In the base business, the impact of higher per
gallon home heating oil and propane margins of 6.6 cents per gallon, lower operating expenses of $46.4 million, a favorable change in the impact from the
Company’s weather hedge of $12.2 million, and an improvement in net service and installation profitability of $5.3 million more than offset the impact
from a decrease in volume of home heating oil and propane sold and the decline in Star’s motor fuel business. With regard to the Company’s weather
hedge, warmer temperatures during the fiscal 2020 winter hedge period resulted in lower degree days and, per the terms of Star’s weather hedge contracts,
the collection of $10.1 million. By contrast, the third quarter of fiscal 2020 was colder than normal and resulted in the Company selling more volume than
anticipated. If the additional degree days in the third quarter had occurred during the period covered by the weather hedge (i.e., November through March)
the payout would have been less than $2.0 million.
40
EBITDA and Adjusted EBITDA should not be considered as an alternative to net income (as an indicator of operating performance) or as an
alternative to cash flow (as a measure of liquidity or ability to service debt obligations), but provide additional information for evaluating the Company’s
ability to make the Minimum Quarterly Distribution.
EBITDA and Adjusted EBITDA are calculated as follows:
(in thousands)
Net income
Plus:
Income tax expense
Amortization of debt issuance cost
Interest expense, net
Depreciation and amortization
EBITDA (a)
(Increase) / decrease in the fair value of derivative instruments
Other income, net
Adjusted EBITDA (a)
Add / (subtract)
Income tax expense
Interest expense, net
Provision for losses on accounts receivable
Decrease in receivables
Decrease (increase) in inventories
Increase in customer credit balances
Change in deferred taxes
Change in other operating assets and liabilities
Net cash provided by operating activities
Net cash used in investing activities
Net cash used in financing activities
Twelve Months Ended
September 30,
2020
2019
$
55,918 $
17,637
20,625
999
9,702
34,623
121,867
2,755
5,724
130,346
(20,625)
(9,702)
3,441
34,366
14,588
14,775
(3,544)
12,023
175,668 $
(28,141) $
(95,515) $
7,517
1,032
11,164
32,901
70,251
25,113
—
95,364
(7,517)
(11,164)
9,541
10,137
(6,306)
3,615
(5,126)
8,838
97,382
(82,166)
(24,848)
$
$
$
(a)
EBITDA (Earnings from continuing operations before net interest expense, income taxes, depreciation and amortization) and Adjusted EBITDA
(Earnings from continuing operations before net interest expense, income taxes, depreciation and amortization, (increase) decrease in the fair value
of derivatives, other income (loss), net, multiemployer pension plan withdrawal charge, gain or loss on debt redemption, goodwill impairment, and
other non-cash and non-operating charges) are non-GAAP financial measures that are used as supplemental financial measures by management and
external users of our financial statements, such as investors, commercial banks and research analysts, to assess:
•
•
•
•
•
our compliance with certain financial covenants included in our debt agreements;
our financial performance without regard to financing methods, capital structure, income taxes or historical cost basis;
our operating performance and return on invested capital compared to those of other companies in the retail distribution of refined
petroleum products, without regard to financing methods and capital structure;
our ability to generate cash sufficient to pay interest on our indebtedness and to make distributions to our partners; and
the viability of acquisitions and capital expenditure projects and the overall rates of return of alternative investment opportunities.
41
The method of calculating Adjusted EBITDA may not be consistent with that of other companies, and EBITDA and Adjusted EBITDA both have
limitations as analytical tools and so should not be viewed in isolation and should be viewed in conjunction with measurements that are computed in
accordance with GAAP. Some of the limitations of EBITDA and Adjusted EBITDA are:
•
•
•
•
•
EBITDA and Adjusted EBITDA do not reflect our cash used for capital expenditures;
Although depreciation and amortization are non-cash charges, the assets being depreciated or amortized often will have to be replaced and
EBITDA and Adjusted EBITDA do not reflect the cash requirements for such replacements;
EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital requirements;
EBITDA and Adjusted EBITDA do not reflect the cash necessary to make payments of interest or principal on our indebtedness; and
EBITDA and Adjusted EBITDA do not reflect the cash required to pay taxes.
Fiscal Year Ended September 30, 2019
Compared to Fiscal Year Ended September 30, 2018
See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations within the Form 10-K for the fiscal year
ended September 30, 2019 for the fiscal 2018 to fiscal 2019 comparative discussion.
DISCUSSION OF CASH FLOWS
We use the indirect method to prepare our Consolidated Statements of Cash Flows. Under this method, we reconcile net income to cash flows
provided by operating activities by adjusting net income for those items that impact net income but do not result in actual cash receipts or payment during
the period.
Operating Activities
Due to the seasonal nature of our business, cash is generally used in operations during the winter (our first and second fiscal quarters) as we require
additional working capital to support the high volume of sales during this period, and cash is generally provided by operating activities during the spring
and summer (our third and fourth quarters) when customer payments exceed the cost of deliveries.
During fiscal 2020, cash provided by operating activities increased $78.3 million to $175.7 million, compared to $97.4 million during fiscal 2019.
This reflects a $35.4 million favorable change in accounts receivables (net of customer credit balances) due to improved collections and lower sales volume
at lower selling prices, a $20.9 million favorable change in inventory primarily due to lower cost of liquid product on hand as of September 30, 2020 as
compared to September 30, 2019, a $18.8 million increase in cash generated from operations, $6.5 million of certain payroll tax withholdings related to
fiscal 2020 that are deferred to calendar 2021 and 2022 as a result of certain tax and legislative actions, and $3.3 million of other net changes in working
capital.
During fiscal 2019, cash provided by operating activities increased $39.9 million to $97.4 million, compared to $57.5 million during fiscal 2018.
This reflects a $9.8 million decrease in cash generated from operations primarily due to the non-recurrence in fiscal 2019 of the impact in fiscal 2018 of
certain tax planning initiatives and the Tax Reform Act on current income taxes; $57.5 million higher collections of accounts receivables (net of customer
credit balances); $22.0 million of decreases in other current and long term assets, the majority related to a reduction in 2019 of a current income receivable
established in 2018. These were partially offset by a $12.6 million unfavorable change in accounts payable due primarily to the timing of inventory
purchases, a $10.5 million unfavorable change in inventory (mostly due to a build in product inventory to a level similar to that as of September 30, 2017),
and a $6.7 million unfavorable change in current and long term liabilities due in part to a
42
smaller increase in general insurance liabilities in fiscal 2019 compared to the increase in fiscal 2018, and a $1.8 million increase in escheat payments to
state authorities.
Investing Activities
Our capital expenditures for fiscal 2020 totaled $14.1 million, as we invested in computer hardware and software ($3.5 million), refurbished certain
physical plants ($2.8 million), expanded our propane operations ($1.4 million) and made additions to our fleet and other equipment ($6.4 million).
During fiscal 2020, we deposited $8.9 million into an irrevocable trust to secure certain liabilities for our captive insurance company and another
$1.5 million of earnings were reinvested into the irrevocable trust. The cash deposited into the trust is shown on our balance sheet as captive insurance
collateral and, correspondingly, reduced cash on our balance sheet. We believe that investments into the irrevocable trust will lower our letter of credit fees,
increase interest income on invested cash balances, and provide us with certain tax advantages attributable to a captive insurance company.
During fiscal 2020, the Company acquired two oil dealers for an aggregate purchase price of approximately $3.0 million in cash and $0.3 million
of deferred liabilities. The gross purchase price was allocated $3.2 million to intangible assets and $0.6 million to fixed assets, and reduced by $0.5 million
in working capital credits. The Company also completed the purchase of assets related to our fiscal 2019 acquisition of a heating oil dealer for an aggregate
purchase price of approximately $1.2 million.
Our capital expenditures for fiscal 2019 totaled $11.3 million, as we invested in computer hardware and software ($4.4 million), refurbished certain
physical plants ($1.8 million), expanded our propane operations ($2.4 million) and made additions to our fleet and other equipment ($2.7 million).
During fiscal 2019, we deposited $9.5 million into an irrevocable trust to secure certain liabilities for our captive insurance company and another
$1.6 million of earnings were reinvested into the irrevocable trust.
During fiscal 2019, the Company acquired one of its subcontractors, a liquid product dealer and the assets of a propane dealer for an aggregate
purchase price of approximately $60.9 million. The gross purchase price was allocated $44.7 million to intangible assets and $13.7 million to fixed assets,
leaving $2.5 million for working capital.
Financing Activities
During fiscal 2020, we refinanced our five-year term loan and the revolving credit facility with the execution of the fifth amended and restated
revolving credit facility agreement. The $130 million of proceeds from the new term loan were used to repay the $90.0 million outstanding balance of the
term loan, $39.0 million of the revolving credit facility borrowings under the old credit facility, and $1.0 million of debt issuance costs. We also paid an
additional $0.6 million of debt issuance costs, repaid an additional net balance of $22.5 million under our revolving credit facility, repaid an additional
$9.0 million of our term loan, repurchased 4.4 million Common Units for $38.4 million in connection with our unit repurchase plan, and paid distributions
of $23.5 million to our Common Unit holders and $0.9 million to our General Partner unit holders (including $0.8 million of incentive distributions as
provided in our Partnership Agreement).
During fiscal 2019, we paid distributions of $24.8 million to our Common Unit holders and $0.8 million to our General Partner Unit holders
(including $0.7 million of incentive distributions as provided in our Partnership Agreement). We borrowed $139.3 million under our revolving credit
facility and subsequently repaid $79.3 million. We also repaid $7.5 million of our term loan and repurchased 5.4 million common units for $51.4 million in
connection with our unit repurchase plan.
43
FINANCING AND SOURCES OF LIQUIDITY
Liquidity and Capital Resources Comparatives
Our primary uses of liquidity are to provide funds for our working capital, capital expenditures, distributions on our units, acquisitions and unit
repurchases. Our ability to provide funds for such uses depends on our future performance, which will be subject to prevailing economic, financial, and
business conditions, especially in light of the impact of COVID-19, weather, the ability to collect current and future accounts receivable, the ability to pass
on the full impact of high product costs to customers, the effects of high net customer attrition, conservation and other factors. Capital requirements, at least
in the near term, are expected to be provided by cash flows from operating activities, cash on hand as of September 30, 2020 ($56.9 million) or a
combination thereof. To the extent future capital requirements exceed cash on hand plus cash flows from operating activities, we anticipate that working
capital will be financed by our revolving credit facility, as discussed below, and from subsequent seasonal reductions in inventory and accounts receivable.
As of September 30, 2020, we had accounts receivable of $83.6 million of which $57.0 million is due from residential customers and $26.6 million is due
from commercial customers. Our ability to borrow from our bank group is based in part on the aging of these accounts receivable. If these balances do not
meet the eligibility tests as found in our fifth amended and restated credit agreement, our ability to borrow will be reduced and our anticipated cash flow
from operating activities will also be reduced. As of September 30, 2020, we had no borrowings under our revolving credit facility, $123.5 million
outstanding under our term loan, and $3.5 million in letters of credit outstanding, and our ability to borrow was reduced by $11.1 million to secure hedges
with the bank group.
Under the terms of the fifth amended and restated credit agreement, we must maintain at all times Availability (borrowing base less amounts
borrowed and letters of credit issued) of 15% of the maximum facility size and a fixed charge coverage ratio of not less than 1.15. We must also maintain a
senior secured leverage ratio that cannot be more than 3.0 as of June 30th or September 30th, and no more than 4.5 as of December 31st or March 31st. As
of September 30, 2020, Availability, as defined in the fifth amended and restated revolving credit facility agreement, was $203.4 million and we were in
compliance with the fixed charge coverage ratio and senior secured leverage ratio.
Maintenance capital expenditures for fiscal 2021 are estimated to be approximately $14.0 million, excluding the capital requirements for leased
fleet which we currently estimate to be $10.3 million. In addition, we plan to invest approximately $1.3 million in our propane operations. Distributions for
fiscal 2021, at the current quarterly level of $0.1325 per unit, would result in aggregate payments of approximately $22.2 million to Common Unit holders,
$0.9 million to our General Partner (including $0.8 million of incentive distribution as provided for in our Partnership Agreement) and $0.8 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. Under the terms of our credit facility, our term loan is repayable in quarterly payments
of $3.25 million. On November 5, 2020 we obtained a waiver from our bank group which waived a $13.0 million payment under the Excess Cash Flow
provision and increased the Company’s liquidity by an equal amount (see Note 13 - Long-Term Debt and Bank Facility Borrowings). Over the last two
fiscal years, the Company was required to deposit on average $9.2 million into our captive insurance company as collateral. For fiscal 2021, we are not
required to make any additional deposits. In addition, on October 27, 2020, we completed a sale of certain propane assets and received cash proceeds of
$6.1 million. Further, subject to any additional liquidity issues or concerns resulting from the current COVID-19 pandemic, we intend to continue to
repurchase Common Units pursuant to our unit repurchase plan, as amended from time to time, and seek attractive acquisition opportunities within the
Availability constraints of our revolving credit facility and funding resources.
Contractual Obligations and Off-Balance Sheet Arrangements
We have no special purpose entities or off balance sheet debt.
Long-term contractual obligations, except for our long-term debt and New England Teamsters and Trucking Industry Pension Fund withdrawal
obligations and operating leases liabilities, are not recorded in our consolidated balance sheet. Non-cancelable purchase obligations are obligations we
incur during the normal course of business, based on projected needs. The Company had no capital lease obligations as of September 30, 2020.
44
The table below summarizes the payment schedule of our contractual obligations at September 30, 2020 (in thousands):
Debt obligations (a)
Operating lease obligations (b)
Purchase obligations and other (c)
Interest obligations (d)
Long-term liabilities reflected on the balance sheet
Total
123,500
125,576
70,632
24,266
846
344,820
$
$
$
$
Payments Due by Fiscal Year
2022
and 2023
2024
and 2025
2021
Thereafter
13,000
23,743
12,091
8,826
350
58,010
$
$
26,000
36,294
13,339
10,695
496
86,824
$
$
84,500
27,525
10,823
4,745
—
127,593
$
$
—
38,014
34,379
—
—
72,393
(a)
(b)
(c)
(d)
Reflects payments due of debt existing as of September 30, 2020, considering the terms of our fifth amended and restated credit
agreement. Excludes potential prepayments resulting from Excess Cash Flow as defined in the aforementioned agreement.
Represents various operating leases for office space, trucks, vans and other equipment with third parties. Maturities of operating leases are
presented undiscounted.
Represents non-cancelable commitments as of September 30, 2020 for operations such as weather hedge premiums, customer related invoice and
statement processing, voice and data phone/computer services, real estate taxes on leased property and our undiscounted future payment
obligations to the New England Teamsters and Trucking Industry Pension Fund.
Reflects interest obligations on our term loan due December 2024 and the unused commitment fee on the revolving credit facility.
Recent Accounting Pronouncements
Refer to Note 2 – Summary of Significant Accounting Policies for discussion regarding the impact of accounting standards that were recently
issued but not yet effective, on our consolidated financial statements.
Critical Accounting Estimates
The preparation of financial statements in conformity with Generally Accepted Accounting Principles requires management to establish accounting
policies and make estimates and assumptions that affect reported amounts of assets and liabilities at the date of the Consolidated Financial Statements. The
Company evaluates its policies and estimates on an on-going basis. A change in any of these critical accounting estimates could have a material effect on
the results of operations. The Company’s Consolidated Financial Statements may differ based upon different estimates and assumptions. The Company’s
critical accounting estimates have been reviewed with the Audit Committee of the Board of Directors.
Our significant accounting policies are discussed in Note 2 of the Notes to the Consolidated Financial Statements. We believe the following are our
critical accounting policies and estimates:
Goodwill and Other Intangible Assets
We calculate amortization using the straight-line method over periods ranging from five to twenty years for intangible assets with finite useful lives
based on historical statistics. We use amortization methods and determine asset values based on our best estimates using reasonable and supportable
assumptions and projections. Key assumptions used to determine the value of these intangibles include projections of future customer attrition or growth
rates, product margin increases, operating expenses, our cost of capital, and corporate income tax rates. For significant acquisitions we may engage a third
party valuation firm to assist in the valuation of intangible assets of that acquisition. We assess the useful lives of intangible assets based on the estimated
period over which we will receive benefit from such intangible assets such as historical evidence regarding customer churn rate. In some cases, the
estimated useful lives are based on contractual terms. At September 30, 2020, we had $90.3 million of net intangible assets subject to amortization. If lives
were shortened by one year, we estimate that amortization for these assets for fiscal 2020 would have increased by approximately $4.9 million.
45
FASB ASC 350-10-05, Intangibles-Goodwill and Other, requires goodwill to be assessed at least annually for impairment. The Company has one
reporting unit and performs its annual assessment at the end of August. As provided for by the standard, we performed qualitative assessments (commonly
referred to as Step 0) to evaluate whether it is more-likely-than-not (a likelihood that is more than 50%) that goodwill has been impaired, as a basis to
determine whether it is necessary to perform the two-step quantitative impairment test. The Company’s qualitative assessment included a review of factors
such as our reporting unit’s market value compared to its carrying value, our short-term and long-term unit price performance, our planned overall business
strategy compared to recent financial results, as well as macroeconomic conditions, industry and market considerations, cost factors, and other relevant
Company-specific events. In considering the totality of the qualitative factors assessed, based on the weight of evidence it was determined that it was not
more-likely-than-not that goodwill was impaired as of August 31, 2020, and as such it was determined that further goodwill testing was not necessary.
Intangible assets with finite lives must be assessed for impairment whenever changes in circumstances indicate that the assets may be impaired.
The assessment for impairment requires estimates of future cash flows related to the intangible asset. To the extent the carrying value of the assets exceeds
its future undiscounted cash flows, an impairment loss is recorded based on the fair value of the asset.
Fair Values of Derivatives
FASB ASC 815-10-05, Derivatives and Hedging, requires that derivative instruments be recorded at fair value and included in the consolidated
balance sheet as assets or liabilities. The Company has elected not to designate its commodity derivative instruments as hedging instruments under this
guidance, and therefore the change in fair value of those derivative instruments are recognized in our statement of operations.
We have established the fair value of our derivative instruments using estimates determined by our counterparties and subsequently evaluated them
internally using established index prices and other sources. These values are based upon, among other things, future prices, volatility, time-to-maturity
value and credit risk. The estimate of fair value we report in our financial statements changes as these estimates are revised to reflect actual results, changes
in market conditions, or other factors, many of which are beyond our control.
Insurance Reserves
We currently self-insure a portion of workers’ compensation, auto, general liability and medical claims. We establish reserves based upon
expectations as to what our ultimate liability may be for outstanding claims using developmental factors based upon historical claim experience,
supplemented by a third-party actuary. We periodically evaluate the potential for changes in loss estimates with the support of qualified actuaries. As of
September 30, 2020, we had approximately $74.4 million of net insurance reserves. The ultimate resolution of these claims could differ materially from the
assumptions used to calculate the reserves, which could have a material adverse effect on results of operations.
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to interest rate risk primarily through our bank credit facilities. We utilize these borrowings to meet our working capital needs.
At September 30, 2020, we had outstanding borrowings totaling $123.5 million, which are subject to variable interest rates under our credit
agreement. In the event that interest rates associated with this facility were to increase 100 basis points, the after tax impact on annual future cash flows
would be a decrease of $0.9 million.
We regularly use derivative financial instruments to manage our exposure to market risk related to changes in the current and future market price of
home heating oil. The value of market sensitive derivative instruments is subject to change as a result of movements in market prices. Sensitivity analysis is
a technique used to evaluate the impact of hypothetical market value changes. Based on a hypothetical ten percent increase in the cost of product at
September 30, 2020, the potential impact on our hedging activity would be to increase the fair market value of these outstanding derivatives by $2.5 million
to a fair market value of $(8.8) million; and conversely a hypothetical ten percent decrease in the cost of product would decrease the fair market value of
these outstanding derivatives by $1.2 million to a fair market value of $(12.5) million.
46
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and financial statement schedules referred to in the index contained on page F-1 of this Report are incorporated herein by
reference.
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A.
CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures.
Our general partner’s chief executive officer and our chief financial officer evaluated the effectiveness of the Company’s disclosure controls and
procedures (as that term is defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended) as of September 30, 2020. Based on that
evaluation, such chief executive officer and chief financial officer concluded that the Company’s disclosure controls and procedures were effective as of
September 30, 2020 at the reasonable level of assurance. For purposes of Rule 13a-15(e), the term disclosure controls and procedures means controls and
other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under
the Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an
issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including our chief executive
officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
(b) Management’s Report on Internal Control over Financial Reporting.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in
Exchange Act Rules 13a-15(f) under the Securities Exchange Act of 1934, as amended. Under the supervision of management and with the participation of
our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our internal control
over financial reporting based on the framework Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO). Based on our evaluation of internal control over financial reporting, our management concluded that our internal
control over financial reporting was effective as of September 30, 2020.
The effectiveness of our internal control over financial reporting as of September 30, 2020 has been audited by our independent registered public
accounting firm, as stated in their report which is included at Item 8 – Financial Statements and Supplementary Data.
(c) Change in Internal Control over Financial Reporting.
There were no changes in our internal control over financial reporting during the Company’s most recent fiscal quarter that has materially affected,
or is reasonably likely to materially affect, our internal control over financial reporting.
(d) Other
Our general partner and the Company believe that a controls system, no matter how well designed and operated, cannot provide absolute assurance
that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud,
if any, within the Company have been detected. Therefore, a control system, no matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met. Our disclosure controls and
47
procedures are designed to provide such reasonable assurances of achieving our desired control objectives, and the chief executive officer and chief
financial officer of our general partner have concluded, as of September 30, 2020, that our disclosure controls and procedures were effective in achieving
that level of reasonable assurance.
ITEM 9B.
OTHER INFORMATION
Not applicable.
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ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Partnership Management
PART III
Our general partner is Kestrel Heat. The Board of Directors of Kestrel Heat is appointed by its sole member, Kestrel, which is a private equity
investment partnership formed by Yorktown Energy Partners VI, L.P., Paul A. Vermylen Jr. and other investors.
Kestrel Heat, as our general partner, oversees our activities. Unitholders do not directly or indirectly participate in our management or operation or
elect the directors of the general partner. The Board of Directors (sometimes referred to as the “Board”) of Kestrel Heat has adopted a set of Partnership
Governance Guidelines in accordance with the requirements of the New York Stock Exchange. A copy of these Guidelines is available on our website at
www.stargrouplp.com or a copy may be obtained without charge by contacting Richard F. Ambury, (203) 328-7310.
As of November 30, 2020, Kestrel Heat and its affiliates owned an aggregate of 500,000 common units, representing 1% of the issued and
outstanding common units, and Kestrel Heat owned 325,729 general partner units.
The general partner owes a fiduciary duty to the unitholders. However, our Partnership Agreement contains provisions that allow the general
partner to take into account the interests of parties other than the limited partners in resolving conflict of interest, thereby limiting such fiduciary duty.
Notwithstanding any limitation on obligations or duties, the general partner will be liable, as our general partner, for all our debts (to the extent not paid by
us), except to the extent that indebtedness or other obligations incurred by us are made specifically non-recourse to the general partner.
The general partner does not directly employ any of the persons responsible for managing or operating Star.
Directors and Executive Officers of the General Partner
Directors are appointed for an indefinite term, subject to the discretion of Kestrel. The following table shows certain information for directors and
executive officers of the general partner as of November 30, 2020:
Name
Paul A. Vermylen, Jr.
Jeffrey M. Woosnam
Richard F. Ambury
Jeffrey S. Hammond
Joseph R. McDonald
Henry D. Babcock(1)
C. Scott Baxter(1)
David M. Bauer(1)
Daniel P. Donovan
Bryan H. Lawrence
William P. Nicoletti (1)
(1)
Audit Committee member
Age
73
52
63
58
51
80
59
51
74
78
75
Position
Chairman, Director
President, Chief Executive Officer and Director
Chief Financial Officer, Executive Vice President, Treasurer and Secretary
Chief Operating Officer
Chief Customer Officer
Director
Director
Director
Director
Director
Director
49
Paul A. Vermylen, Jr. Mr. Vermylen has been the Chairman and a director of Kestrel Heat since April 28, 2006. Mr. Vermylen is a founder of
Kestrel and has served as its President and as a manager since July 2005. Mr. Vermylen had been employed since 1971, serving in various capacities,
including as a Vice President of Citibank N.A. and Vice President-Finance of Commonwealth Oil Refining Co. Inc. Mr. Vermylen served as Chief
Financial Officer of Meenan Oil Co., L.P. (“Meenan”) from 1982 until 1992 and as President of Meenan until 2001, when we acquired Meenan. Since
2001, Mr. Vermylen has pursued private investment opportunities.
Mr. Vermylen serves as a director of certain non-public companies in the energy industry in which Kestrel holds equity interests including
Downeast LNG, Inc. Mr. Vermylen is a graduate of Georgetown University and has an M.B.A. from Columbia University.
Mr. Vermylen’s substantial experience in the home heating oil industry and his leadership skills and experience as an executive officer of Meenan,
among other factors, led the Board to conclude that he should serve as the Chairman and a director of Kestrel Heat.
Jeffrey M. Woosnam. Mr. Woosnam has been President, Chief Executive Officer and a director of Kestrel Heat since March 18, 2019. From May
2014 to March 2019, Mr. Woosnam served as Senior Vice President, Southern Operations. From April 2007 to May 2014, Mr. Woosnam served as Vice
President, Southern Operations. From 2006 to 2007, he served as the Director of Operations for Petroleum Heat and Power Company, a subsidiary of the
Company. From 1994 to 2006, he held several General Management positions for Petro, Inc. with increasing levels of responsibility.
Mr. Woosnam’s in-depth knowledge of the Company’s business and his substantial experience in the home heating oil industry, among other
factors, led the Board to conclude that he should serve as a director of Kestrel Heat.
Richard F. Ambury. Mr. Ambury has been Executive Vice President of Kestrel Heat since May 1, 2010 and has been Chief Financial Officer,
Treasurer and Secretary of Kestrel Heat since April 28, 2006. Mr. Ambury was Chief Financial Officer, Treasurer and Secretary of Star Group from May
2005 until April 28, 2006. From November 2001 to May 2005, Mr. Ambury was Vice President and Treasurer of Star Group. From March 1999 to
November 2001, Mr. Ambury was Vice President of Star Gas Propane, L.P. From February 1996 to March 1999, Mr. Ambury served as Vice President—
Finance of Star Gas Corporation, a predecessor general partner. Mr. Ambury was employed by Petroleum Heat and Power Co., Inc. from June 1983 through
February 1996, where he served in various accounting/finance capacities. From 1979 to 1983, Mr. Ambury was employed by a predecessor firm of KPMG,
a public accounting firm. Mr. Ambury has been a Certified Public Accountant since 1981.
Jeffrey S. Hammond. Mr. Hammond has been Chief Operating Officer of Kestrel Heat since March 18, 2019. From October 2013 to March 2019,
he served as Senior Vice President, Northern Operations. From April 2007 to October 2013, Mr. Hammond served as Vice President, Northern Operations.
From 2006 to 2007, he served as the Director of Operations for Petro Holdings, Inc., a subsidiary of the Company. From 2004 to 2006, Mr. Hammond
served as Director of Planning and Logistics for Petro Holdings, Inc. From 2003 to 2004, he held a General Manager position for Petro Holdings, Inc. Prior
to joining the Company in January 2003, Mr. Hammond worked for United Parcel Service for 19 years. While at UPS, he held various management
positions in Operations and Industrial Engineering.
Joseph R. McDonald. Mr. McDonald has been Chief Customer Officer of Kestrel Heat since March 18, 2019. From May 2014 to March 2019, he
served as Senior Vice President of Sales, Marketing & Retention. From May 2005 to May 2014, Mr. McDonald served as Vice President, Sales and
Marketing. From October 2004 to May 2005, he served as the Director of Sales for Petro Holdings, Inc., a subsidiary of the Company. From January 2003
to October 2004, was a Regional Sales Manager for Petro Holdings, Inc
Henry D. Babcock. Mr. Babcock has been a director of Kestrel Heat since April 28, 2006. He retired at the end of 2019 as director and the former
President of The Caumsett Foundation, Inc., a non-profit that supports Caumsett Historic State Park Preserve. Until his retirement in 2010, Mr. Babcock
had worked with Train, Babcock Advisors LLC, a private registered investment advisor, since 1976, becoming a Member in 1980. Prior to this, he ran
50
an affiliated venture capital company active in the U.S. and abroad. Mr. Babcock received a BA from Yale University and an MBA from Columbia. He
served in the U.S. Army for three years.
Mr. Babcock’s significant experience in capital markets, corporate finance and venture capital, among other factors, led the Board to conclude that
he should serve as a director of Kestrel Heat.
C. Scott Baxter. Mr. Baxter has been a director of Kestrel Heat since April 28, 2006. Mr. Baxter is currently a Managing Director at Berkeley
Research Group (“BRG”), a global investment banking advisory and consulting firm. Mr. Baxter has over 30 years of energy investment banking
experience and has been a primary advisor in sourcing and executing over $200 billion in corporate M&A, restructuring and equity financing transactions
in the energy industry. Mr. Baxter also has significant experience advising independent committees of boards including rendering over 40 independent
fairness opinions spanning the upstream, downstream and midstream energy sectors including for many MLPs.
Mr. Baxter’s previous energy investment banking experience includes opening and running the Houston office for Petrie Partners, serving as Head
of the Americas for J.P. Morgan’s global energy group, Managing Director in the global energy group at Citigroup (Salomon Brothers), and serving as head
of the energy group for Houlihan Lokey.
Mr. Baxter holds a B.S. degree in Economics from Weber State University where he graduated cum laude, and received an MBA degree from the
University of Chicago Graduate School of Business. Mr. Baxter also served as an adjunct professor of finance at Columbia University’s Graduate School of
Business from 2002 to 2006 and has been on the President’s National Advisory Council for Weber State University since 1996.
Mr. Baxter’s significant experience in finance, accounting, as an investor and as a senior investment banker focused in the energy industry, among
other factors, led the Board to conclude that he should serve as a director of Kestrel Heat.
David M. Bauer. Mr. Bauer has served as the Chief Investment Officer of Lubar & Co. since 2005. Mr. Bauer’s work experience includes five
years with Facilitator Capital Fund, a Wisconsin-based Small Business Investment Company, and 10 years with the accounting firm of Arthur Andersen,
where he led the Wisconsin transaction advisory team assisting private equity funds and large corporations with their acquisitions and divestitures. He
currently serves on the board of several private companies.
Mr. Bauer earned a Master of Business Administration degree from Marquette University in 2005 and a Bachelor of Science degree in Accounting
from Marquette University in 1991. He is a Certified Public Accountant and a member of the Wisconsin Institute of CPAs and the American Institute of
CPAs.
Daniel P. Donovan. Mr. Donovan has been a director of Kestrel Heat since April 28, 2006. Mr Donovan served as President and Chief Executive
Officer on an interim basis from December 23, 2018 to March 18, 2019, served as consultant from March 18, 2019 to April 30, 2019, and served as Chief
Executive Officer of Kestrel Heat from May 31, 2007 to September 30, 2013 and had been President from April 28, 2006 to September 30, 2013. From
April 28, 2006 to May 30, 2007 Mr. Donovan was also the Chief Operating Officer of Kestrel Heat. Mr. Donovan was the President and Chief Operating
Officer of a predecessor general partner, Star Gas LLC (“Star Gas”), from March 2005 until April 28, 2006. From May 2004 to March 2005 he was
President and Chief Operating Officer of the Company’s heating oil segment. Mr. Donovan held various management positions with Meenan Oil Co. LP,
from January 1980 to May 2004, including Vice President and General Manager from 1998 to 2004. Mr. Donovan worked for Mobil Oil Corp. from 1971
to 1980. His last position with Mobil was President and General Manager of its heating oil subsidiary in New York City and Long Island. Mr. Donovan is a
graduate of St. Francis College in Brooklyn, New York and received an M.B.A. from Iona College.
Mr. Donovan’s in-depth knowledge of the Company’s business, having been its president and chief executive officer, and his substantial experience
in the home heating oil industry, among other factors, led the Board to conclude that he should serve as a director of Kestrel Heat.
51
Bryan H. Lawrence. Mr. Lawrence has been a director of Kestrel Heat since April 28, 2006 and a manager of Kestrel since July 2005.
Mr. Lawrence is a founder and senior manager of Yorktown Partners LLC, the manager of the Yorktown group of investment partnerships, which make
investments in companies engaged in the energy industry. The Yorktown partnerships were formerly affiliated with the investment firm of Dillon, Read &
Co. Inc., where Mr. Lawrence was employed beginning in 1966, serving as a Managing Director until the merger of Dillon Read with SBC Warburg in
September 1997. Mr. Lawrence also serves as a director of Hallador Petroleum Company, Ramaco Resources, Inc. (each a United States publicly traded
company), and certain non-public companies in the energy industry in which Yorktown partnerships hold equity interests. Mr. Lawrence is a graduate of
Hamilton College and received an M.B.A. from Columbia University.
Mr. Lawrence’s significant financial and investment experience, and experience as a founder of Yorktown Energy Partners LLC, among other
factors, led the Board to conclude that he should serve as a director of Kestrel Heat.
William P. Nicoletti. Mr. Nicoletti has been a director of Kestrel Heat since April 28, 2006. Mr. Nicoletti was the non-executive chairman of the
board of Star Gas from March 2005 until April 28, 2006. Mr. Nicoletti was a director of Star Gas from March 1999 until April 28, 2006 and was a director
of Star Gas Corporation from November 1995 until March 1999. Since February 1, 2009, he has been a Managing Director of Parkman Whaling LLC, a
Houston, Texas based energy investment banking firm. Previously, he was Managing Director of Nicoletti & Company, Inc., a private investment banking
firm. Mr. Nicoletti was formerly a senior officer and head of Energy Investment Banking for E. F. Hutton & Company, Inc., PaineWebber Incorporated and
McDonald Investments, Inc. Mr. Nicoletti is a graduate of Seton Hall University and received an M.B.A. from Columbia University.
Mr. Nicoletti’s current and prior leadership experience in the energy investment banking industry and his significant experience in finance,
accounting and corporate governance matters, among other factors, led the Board to conclude that he should serve as a director of Kestrel Heat.
Director Independence
Section 303A of the New York Stock Exchange listed company manual provides that limited partnerships are not required to have a majority of
independent directors. It is the policy of the Board of Directors that the Board shall at all times have at least three independent directors or such higher
number as may be necessary to comply with the applicable federal securities law requirements. For the purposes of this policy, “independent director” has
the meaning set forth in Section 10A(m) of the Securities Exchange Act of 1934, as amended, any applicable stock exchange rules and the rules and
regulations promulgated in the Partnership governance guidelines available on its website www.stargrouplp.com. The Board of Directors has determined
that Messrs. Nicoletti, Babcock, Bauer and Baxter are independent directors.
Meetings of Directors
During fiscal 2020, the Board of Directors of Kestrel Heat met five times. All directors attended each meeting.
Committees of the Board of Directors
Kestrel Heat’s Board of Directors has one standing committee, the Audit Committee. Its members are appointed by the Board of Directors for a
one-year term and until their respective successors are elected. The NYSE corporate governance standards do not require limited partnerships to have a
Nominating or Compensation Committee.
Audit Committee
William P. Nicoletti, Henry D. Babcock, David M. Bauer and C. Scott Baxter have been appointed to serve on the Audit Committee, which has
adopted an Audit Committee Charter. Mr. Nicoletti serves as chairman of the Audit Committee. A copy of this charter is available on the Company’s
website at www.stargrouplp.com or a copy may be obtained without charge by contacting Richard F. Ambury at (203) 328-7310. The Audit Committee
reviews the
52
external financial reporting of the Company, selects and engages the Company’s independent registered public accountants and approves all non-audit
engagements of the independent registered public accountants.
Members of the Audit Committee may not be employees of Kestrel Heat or its affiliated companies and must otherwise meet the New York Stock
Exchange and SEC independence requirements for service on the Audit Committee. The Board of Directors has determined that Messrs. Nicoletti,
Babcock, Bauer and Baxter are independent directors in that they do not have any material relationships with the Company (either directly, or as a partner,
shareholder or officer of an organization that has a relationship with the Company) and they otherwise meet the independence requirements of the NYSE
and the SEC. The Company’s Board of Directors has also determined that at least one member of the Audit Committee, Mr. Nicoletti, meets the SEC
criteria of an “audit committee financial expert.” Please see Mr. Nicoletti’s biography under “Directors and Officers of the General Partner” for his relevant
experience regarding his qualifications as an “audit committee financial expert.”
During fiscal 2020, the Audit Committee of Kestrel Heat, LLC met five times. All directors attended each meeting.
Reimbursement of Expenses of the General Partner
The general partner does not receive any management fee or other compensation for its management of the Company. The general partner is
reimbursed for all expenses incurred on behalf of the Company, including the cost of compensation that are properly allocable to the Company. The
Partnership Agreement provides that the general partner shall determine the expenses that are allocable to the Company in any reasonable manner
determined by the general partner in its sole discretion. In addition, the general partner and its affiliates may provide services to the Company for which a
reasonable fee would be charged as determined by the general partner. There were no reimbursements of the General Partner in fiscal year 2020.
Adoption of Code of Business Conduct and Ethics
We have adopted a written Code of Business Conduct and Ethics that applies to our officers and employees and our directors. A copy of the Code
of Business Conduct and Ethics is available on our website at www.stargrouplp.com or a copy may be obtained without charge, by contacting Investor
Relations, (203) 328-7310.
We intend to post amendments to or waivers of our Code of Business Conduct and Ethics (to the extent applicable to any executive officer or
director) on our website.
Section 16(a) Beneficial Ownership Reporting Compliance
Based on copies of reports furnished to us, we believe that during fiscal year 2020, all reporting persons complied with the Section 16(a) filing
requirements applicable to them.
Non-Management Directors and Interested Party Communications
The non-management directors on the Board of Directors of the general partner are Messrs. Babcock, Bauer, Baxter, Donovan, Lawrence, Nicoletti
and Vermylen. The non-management directors have selected Mr. Vermylen, the Chairman of the Board, to serve as lead director to chair executive sessions
of the non-management directors. Interested parties who wish to contact the non-management directors as a group may do so by contacting Paul A.
Vermylen, Jr. c/o Star Group, L.P., 9 West Broad Street, Suite 310, Stamford, CT 06902.
ITEM 11.
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Our Third Amended and Restated Agreement of Limited Partnership, provides that our general partner, Kestrel Heat, shall conduct, direct and
manage all activities of the Company. The limited liability company agreement of the general partner provides that the business of the general partner shall
be managed by a Board of Directors. The responsibility of the Board is to supervise and direct the management of the Company in the interest
53
and for the benefit of our unitholders. Among the Board’s responsibilities is to regularly evaluate the performance and to approve the compensation of the
Chief Executive Officer and, with the advice of the Chief Executive Officer, regularly evaluate the performance and approve the compensation of key
executives.
As a limited partnership that is listed on the New York Stock Exchange, we are not required to have a Compensation Committee. Since the
Chairman of the general partner and the majority of the Board are not employees, the Board determined that it has adequate independence to act in the
capacity of a Compensation Committee to establish and review the compensation our executive officers and directors. The Board is comprised of Paul A.
Vermylen Jr. (Chairman), Jeffrey M. Woosnam (President and Chief Executive Officer), Daniel P. Donovan, Henry D. Babcock, David M. Bauer, C. Scott
Baxter, Bryan H. Lawrence, and William P. Nicoletti.
Throughout this Report, each person who served as chief executive officer (“CEO”) during fiscal 2020, each person who served as chief financial
officer (“CFO”) during fiscal 2020 and the two other most highly compensated executive officers serving at September 30, 2020 (there being no other
executive officers) are referred to as the “named executive officers” and are included in the Executive Compensation Table.
In this Compensation Discussion and Analysis, we address the compensation paid or awarded to Messrs. Woosnam, Ambury, Hammond and
McDonald. We refer to these executive officers as our “named executive officers.”
Compensation decisions for the above named executive officers were made by the Board of Directors of the Company.
Compensation Philosophy and Policies
The primary objectives of our compensation program, including compensation of the named executive officers, are to attract and retain highly
qualified officers, employees and directors and to reward individual contributions to our success. The Board of Directors considers the following policies in
determining the compensation of the named executive officers:
•
•
•
compensation should be related to the performance of the individual executive and the performance measured against both financial and non-
financial achievements;
compensation levels should be competitive to ensure that we will be able to attract, motivate and retain highly qualified executive officers;
and
compensation should be related to improving unitholder value over time.
54
Compensation Methodology
The elements of our compensation program for named executive officers are intended to provide a total incentive package designed to drive
performance and reward contributions in support of business strategies at the Company. Subject to the terms of employment agreements that have been
entered into with the named executive officers, all compensation determinations are discretionary and subject to the decision-making authority of the Board
of Directors. We do not use benchmarking as a fixed criterion to determine compensation. Rather, after subjectively setting compensation based on the
policies discussed above under “Compensation Philosophy and Policies”, we reviewed the compensation paid to officers holding similar positions at our
peer group companies and certain information for privately held companies to obtain a general understanding of the reasonableness of base salaries and
other compensation payable to our named executive officers. Our peer group of public companies was comprised of the following companies: Atmos
Energy Corporation, Global Partners, L.P., New Jersey Resources Corporation, Sprague Resources, L.P. and Suburban Propane Partners, L.P. We chose
these companies because they are engaged in the distribution of energy products like us.
Elements of Executive Compensation
For the fiscal year ended September 30, 2020, the principal components of compensation for the named executive officers were:
•
•
•
•
base salary;
annual discretionary profit sharing allocation;
management incentive compensation plan; and
retirement and health benefits.
Under our compensation structure, the mix of base salary, discretionary profit sharing allocation and long-term compensation provided to each
executive officer varies depending on their position. The base salary for each executive officer is the only fixed component of compensation. All other
compensation, including annual discretionary profit sharing allocation and long-term incentive compensation, is variable in nature.
The majority of the Company’s compensation allocation is weighted towards base salary and annual discretionary profit sharing allocation. In
addition, during fiscal 2020, an aggregate of $349,494 was paid to the named executive officers under the terms of the management incentive compensation
plan and represented a small portion of the executive compensation that was paid to these officers. If we are successful in increasing the overall level of
distributions payable to unitholders, the amounts payable to the named executive officers under the management incentive compensation plan should
increase.
We believe that together all of our compensation components provide a balanced mix of fixed compensation and compensation that is contingent
upon each executive officer’s individual performance and our overall performance. A goal of the compensation program is to provide executive officers
with a reasonable level of security through base salary and benefits, while rewarding them through incentive compensation to achieve business objectives
and create unitholder value over time. We believe that each of our compensation components is important in achieving this goal. Base salaries provide
executives with a base level of monthly income and security. Annual discretionary profit sharing allocations and long-term incentive awards provide an
incentive to our executives to achieve business objectives that increase our financial performance, which creates unitholder value through continuity of, and
increases in, distributions and increases in the market value of the units. In addition, we want to ensure that our compensation programs are appropriately
designed to encourage executive officer retention, which is accomplished through all of our compensation elements.
55
Base Salary
The Board of Directors establishes base salaries for the named executive officers based on a number of factors, including:
•
•
•
the historical salaries for services rendered to the Company and responsibilities of the named executive officer;
the salaries of equivalent executive officers at our peer group companies and other data for our industry; and
the prevailing levels of compensation and cost of living in the location in which the named executive officer works.
In determining the initial base compensation payable to individual named executive officers when they are first hired by Star, our starting point is
the historical compensation levels that we have paid to officers performing similar functions over the past few years. We also consider the level of
experience and accomplishments of individual candidates and general labor market conditions, including the availability of candidates to fill a particular
position. When we make adjustments to the base salaries of existing named executive officers, we review the individual’s performance, the value each
named executive officer brings to us and general labor market conditions.
Elements of individual performance considered, among others, without any specific weight given to each element, include business-related
accomplishments during the year, difficulty and scope of responsibilities, effective leadership, experience, expected future contributions to the Company
and difficulty of replacement. While base salary provides a base level of compensation intended to be competitive with the external market, the base salary
for each named executive officer is determined on a subjective basis after consideration of these factors and is not based on target percentiles or other
formal criteria. Although we believe that base salaries for our named executive officers are generally competitive with the external market, we do not use
benchmarking as a fixed criterion to determine base compensation. Rather, after subjectively setting base salaries based on the above factors, we review the
compensation paid to officers holding similar positions at our peer group companies to obtain a general understanding of the reasonableness of base salaries
and other compensation payable to our named executive officers. We also take into account geographic differences for similar positions in the New York
Metropolitan area. While cost of living is considered in determining annual increases, we do not typically provide full cost of living adjustments as salary
increases are constrained by budgetary restrictions and the ability to fund the Company’s current cash needs such as interest expense, maintenance capital,
income taxes and distributions.
Profit Sharing Allocations
We maintain a profit sharing pool for certain employees, including named executive officers, which is equal to approximately 6% of our earnings
before income taxes, depreciation and amortization, excluding items affecting comparability (“adjusted EBITDA”) for the given fiscal year. The annual
discretionary profit sharing allocations paid to the named executive officers are payable from this pool. The size of the pool fluctuates based upon upward
or downwards changes in adjusted EBITDA and the size of an individual award to a named executive officer fluctuates based on the size of the profit
sharing pool and the number of participants in the plan. Depending upon the size of the profit sharing pool, and the number of participants in the plan, the
amount paid to the named executive officers could be more or less.
There are no set formulas for determining the amount payable to our named executive officers from the profit sharing plan. Factors considered by
our CEO and the Board in determining the level of profit sharing allocations generally include, without assigning a particular weight to any factor:
•
•
•
whether or not we achieved certain budgeted goals for the year and any material shortfalls or superior performances relative to expectations.
Under the plan, no profit sharing was payable with respect to fiscal 2020 unless we achieved actual adjusted EBITDA for fiscal 2020 of at
least 70% of the amount of budgeted adjusted EBITDA for fiscal 2020;
the level of difficulty associated with achieving such objectives based on the opportunities and challenges encountered during the year; and
significant transactions or accomplishments for the period not included in the goals for the year.
56
Our CEO takes these factors into consideration as well as the relative contributions of each of the named executive officers to the year’s
performance in developing his recommendations for profit sharing amounts. Based on such assessment, our CEO submits recommendations to the Board of
Directors for the annual profit sharing amounts to be paid to our named executive officers (other than the CEO), for the Board’s review and approval.
Similarly, the Chairman assesses the CEO’s contribution toward meeting the Company’s goals based upon the above factors, and recommends to the Board
of Directors a profit sharing allocation for the CEO it believes to be commensurate with such contribution.
The Board of Directors retains the ultimate discretion to determine whether the named executive officers will receive annual profit sharing
allocations based upon the factors discussed above.
Management Incentive Compensation Plan
In fiscal 2007, following our recapitalization, the Board of Directors adopted the Management Incentive Compensation Plan (the “Plan”) for
certain named employees. Under the Plan, employees who participate shall be entitled to receive a pro rata share (as determined in the manner described
below) of an amount in cash equal to:
•
•
50% of the distributions (“Incentive Distributions”) of Available Cash in excess of the minimum quarterly distribution of $0.0675 per unit
otherwise distributable to Kestrel Heat pursuant to the Partnership Agreement on account of its general partner units; and
50% of the cash proceeds (the “Gains Interest”) which Kestrel Heat shall receive from any sale of its general partner units (as defined in the
Partnership Agreement), less expenses and applicable taxes.
We believe that the Plan provides a long-term incentive to its participants because it encourages Star’s management to increase available cash for
distributions in order to trigger the incentive distributions that are only payable if distributions from available cash exceed certain target distribution levels,
with higher amounts of incentive distributions triggered by higher levels of distributions. Such increases are not sustainable on a consistent basis without
long-term improvements in our operations. In addition, under certain Plan amendments that were adopted in 2012, the participation points of existing plan
participants will vest and become irrevocable over a four year period, provided that the participants continue to be employed by us during the vesting
period. We believe that this will help ensure that the Plan participants, which include our named executive officers, will have a continuing personal interest
in the success of Star.
The pro rata share payable to each participant under the Plan is based on the number of participation points as described under “Fiscal 2020
Compensation Decisions—Management Incentive Compensation Plan.” The amount paid in Incentive Distributions is governed by the Partnership
Agreement and Available Cash (as defined in our Partnership Agreement) is distributed to the holders of our common units and general partner units in the
following manner:
First, 100% to all common units, pro rata, until there has been distributed to each common unit an amount equal to the minimum quarterly
distribution of $0.0675 for that quarter;
Second, 100% to all common units, pro rata, until there has been distributed to each common unit an amount equal to any arrearages in the
payment of the minimum quarterly distribution for prior quarters;
Third, 100% to all general partner units, pro rata, until there has been distributed to each general partner unit an amount equal to the minimum
quarterly distribution;
Fourth, 90% to all common units, pro rata, and 10% to all general partner units, pro rata, until each common unit has received the first target
distribution of $0.1125; and
Finally, 80% to all common units, pro rata, and 20% to all general partner units, pro rata.
57
Available Cash, as defined in our Partnership Agreement, generally means all cash on hand at the end of the relevant fiscal quarter less the amount
of cash reserves established by the Board of Directors of our general partner in its reasonable discretion for future cash requirements. These reserves are
established for the proper conduct of our business, including acquisitions, the payment of debt principal and interest and for distributions during the next
four quarters and to comply with applicable law and the terms of any debt agreements or other agreements to which we are subject. The Board of Directors
of our general partner reviews the level of Available Cash each quarter based upon information provided by management.
To fund the benefits under the Plan, Kestrel Heat has agreed to permanently and irrevocably forego receipt of the amount of Incentive Distributions
that are payable to plan participants. For accounting purposes, amounts payable to management under this Plan will be treated as compensation and will
reduce both EBITDA and net income but not adjusted EBITDA. Kestrel Heat has also agreed to contribute to the Company, as a contribution to capital, an
amount equal to the Gains Interest payable to participants in the Plan by the Company. The Company is not required to reimburse Kestrel Heat for amounts
payable pursuant to the Plan.
The Plan is administered by our Chief Financial Officer under the direction of the Board or by such other officer as the Board may from time to
time direct. In general, no payments will be made under the Plan if we are not distributing cash under the Incentive Distributions described above.
Effective as of July 19, 2012, the Board of Directors adopted certain amendments (the “Plan Amendments”) to the Plan. Under the Plan
Amendments, the number and identity of the Plan participants and their participation interests in the Plan have been frozen at the current levels. In addition,
under the Plan Amendments, the plan benefits (to the extent vested) may be transferred upon the death of a participant to his or her heirs. A participant’s
vested percentage of his or her plan benefits will be 100% during the time a participant is an employee or consultant of the Company. Following the
termination of such positions, a participant’s vested percentage shall be equal to 20% for each full or partial year of employment or consultation with us
starting with the fiscal year ended September 30, 2012 (33 1/3% in the case of the Company’s chief executive officer at that time).
We distributed $826,759 in Incentive Distributions under the Plan during fiscal 2020, including payments to the named executive officers of
approximately $349,494. With regard to the Gains Interest, Kestrel Heat has not given any indication that it will sell its general partner units within the next
12 months. Thus the Plan’s value attributable to the Gains Interest currently cannot be determined.
Retirement and Health Benefits
We offer a health and welfare and retirement program to all eligible employees. The named executive officers are generally eligible for the same
programs on the same basis as other employees of Star. We maintain a tax-qualified 401(k) retirement plan that provides eligible employees with an
opportunity to save for retirement on a tax advantaged basis. Under the 401(k) plan, subject to IRS limitations, each participant can contribute from 0% to
60% of compensation.
We make a 4% (or a maximum of 5.5% for participants who had 10 or more years of service at the time our defined benefit plans were frozen and
who have reached the age 55) core contribution of a participant’s compensation and generally can match 2/3 (up to 3.0%) of a participant’s contributions,
subject to IRS limitations.
In addition, we have two frozen defined benefit pension plans that were maintained for all eligible employees, including certain executive officers.
The present value of accumulated benefits under these frozen defined benefit pension plans for certain executive officers is provided in the table labeled
“Pension Plans Pursuant to Which Named Executive Officers Have an Accumulated Benefit But Are Not Currently Accruing Benefits.”
Fiscal 2020 Compensation Decisions
For fiscal 2020, the foregoing elements of compensation were applied as follows:
58
Base Salary
The following table sets forth each named executive officer’s base salary as of October 1, 2020 and the percentage increase in base salary over
October 1, 2019. The current base salaries for our named executive officers were determined based upon the factors discussed under the caption “Base
Salary.” The average percentage increase in base salary for executives in our peer group was approximately 7.6%.
Name
Jeffrey M. Woosnam
Richard F. Ambury
Jeffrey S. Hammond
Joseph R. McDonald
Salary
$ 425,000
$ 434,115
$ 318,528
$ 318,528
Percentage Change
From Prior Year
11.8%
2.5%
3.5%
3.5%
Annual Discretionary Profit Sharing Allocation
Based on the annual performance reviews for our CEO and named executive officers, the Board approved annual profit sharing allocations as
reflected in the “Summary Compensation Table” and notes thereto. For fiscal 2020, the profit sharing amounts reflected in the Summary Compensation
Table are 100.0%, 50.0%, 100.0% and 100.0% higher than fiscal 2019 for Messrs. Woosnam, Ambury, Hammond and McDonald, respectively. The
increases for Messrs. Woosnam, Hammond and McDonald reflect their promotions to executive officers during fiscal 2019 and holding these positions for
a full year in fiscal 2020.
One of our primary performance measures is Adjusted EBITDA, as defined for profit sharing purposes. For fiscal 2020, Adjusted EBITDA
increased by $48.8 million, or 60.1%, to $130.0 million compared to fiscal 2019. Messrs. Woosnam, Ambury, Hammond and McDonald were instrumental
in achieving this result. For our peer group, the average percentage decrease in Adjusted EBITDA was 3.4%, but the average total compensation increased
by 7.6%.
Another performance measure is acquisitions, and over the last two fiscal years, we added approximately 16.8 million gallons of home heating oil
and propane and 6.8 million gallons of motor fuels Messrs. Woosnam, Ambury, Hammond and McDonald were instrumental in the successful integration
of these transactions.
Net customer attrition is an additional performance measure and in fiscal 2020, we improved our net customer attrition rate by 37.0%. For fiscal
2020, the Company’s net customer attrition rate was 3.4% compared to 5.4% for fiscal 2019. Messrs. Woosnam, Hammond and McDonald were
instrumental in achieving this result.
On December 4, 2020, the Company refinanced its credit facility with a bank syndicate of eleven 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 line of credit for working
capital, provides for a $130 million five-year senior secured term loan and extends the maturity date of the previous agreement to December 4, 2024.
Availability as a result of the new credit agreement increased $40.0 million. Mr. Ambury led this refinancing initiative.
Management Incentive Compensation Plan
In 2012, under the Plan Amendments adopted by the Board, the number and identity of the Plan participants and their participation points were
frozen at the current levels in order to more closely align the interests of Plan participants and unitholders and to give Plan participants a continuing
personal interest in our success. The number of participation points that were previously awarded to the named executive officers was based on the length
of service and level of responsibility of the named executive and our desire to retain the named executive.
59
In fiscal 2020, $349,494 was paid to the named executive officers under the Plan as indicated in the following chart:
Name
Jeffrey M. Woosnam
Richard F. Ambury
Jeffrey S. Hammond
Joseph R. McDonald
Other Plan Participants (a)
Total
Points
Percentage
Management
Incentive
Payments
60
235
50
120
635
1,100
5.5%
21.4%
4.5%
10.9%
57.7%
100% $
45,096
176,626
37,580
90,192
477,265
826,759
(a)
Includes 300 points (27.3%) that were awarded to Mr. Donovan prior to his retirement as the Company’s President and Chief Executive Officer
effective September 30, 2013.
Retirement and Health Benefits
The named executive officers participate in our retirement and health benefit plans.
Employment Contracts and Severance Agreements
Agreement with Richard F. Ambury
We entered into an employment agreement with Mr. Ambury effective as of April 28, 2008. Mr. Ambury will serve as Chief Financial Officer and
Treasurer on an at-will basis. The employment agreement provides for one year’s salary as severance if Mr. Ambury’s employment is terminated without
cause or by Mr. Ambury for good reason.
Agreement with Jeffrey M. Woosnam
We entered into an employment agreement with Mr. Woosnam effective as of June 19, 2019. Mr. Woosnam will serve as President and Chief
Executive Officer of Kestrel Heat on an at-will basis. The employment agreement provides for one year’s salary as severance if Mr. Woosnam’s
employment is terminated without cause or by Mr. Woosnam for good reason.
Change in Control Agreements
Change in control arrangements are included in the employment agreement for Mr. Woosnam, Chief Executive Officer and we have entered into a
Change in Control Agreement with Mr. Ambury, Chief Financial Officer. Under the terms of each agreement, if either of these executive officers is
terminated within 180 days following a change in control (as defined in the agreement), he will be entitled to a payment equal to two times his base annual
salary in the year of such termination plus two times the average amount paid as a bonus and/or as profit sharing during the three years preceding the year
of such termination. The term change in control means the present equity owners of Kestrel Heat and their affiliates collectively cease to beneficially own
equity interests having the voting power to elect at least a majority of the members of the Board of Directors or other governing board of the general
partner or any successor entity. If a change in control were to have occurred and their employment was terminated as of the date of this Report,
Mr. Woosnam would have received a payment of $1,738,700 and Mr. Ambury would have received a payment of $1,826,341.
Pay Ratio Disclosure
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are
providing the following information about the ratio of the annual total compensation, calculated in accordance with the requirements of Item 402(c)(2)(x)
of Regulation S-K of our CEO,
60
Jeffrey M. Woosnam and the annual total compensation of our median employee. For fiscal 2020, our last completed fiscal year, our CEO’s total
compensation was $1,272,456, versus our median employee compensation of $61,298. This reflects a CEO pay ratio of 21:1. We identified our median
compensation employee by examining total compensation paid for fiscal year 2020 to all individuals, excluding Mr. Woosnam, who were employed by us
on September 30, 2020, the last day of our fiscal year based on payroll records. No assumptions, adjustments or estimates were made in respect of total
compensation, except that we annualized the compensation of any employee that was not employed with us for all of fiscal year 2020, excluding seasonal
and temporary employees.
Indemnification Agreements
We have entered into an indemnification agreement with each of our directors and senior executives. These agreements provide for us to, among
other things, indemnify such persons against certain liabilities that may arise by reason of their status or service as directors or officers, to advance their
expenses incurred as a result of a proceeding as to which they may be indemnified and to cover such person under any directors’ and officers’ liability
insurance policy we choose, in our discretion, to maintain. These indemnification agreements are intended to provide indemnification rights to the fullest
extent permitted under applicable indemnification rights statutes in the State of Delaware and are in addition to any other rights such person may have
under our Partnership Agreement and the limited liability company agreement of our general partner, and applicable law. We believe these indemnification
agreements enhance our ability to attract and retain knowledgeable and experienced executives and independent, non-management directors.
Board of Directors Report
The Board of Directors of the general partner of the Company does not have a separate compensation committee. Executive compensation is
determined by the Board of Directors.
The Board of Directors reviewed and discussed with the Company’s management the Compensation Discussion and Analysis contained in this
annual report on Form 10-K. Based on that review and discussion, the Board of Directors recommends that the Compensation Discussion and Analysis be
included in the Company’s annual report on Form 10-K for the year ended September 30, 2020.
Paul A. Vermylen, Jr.
Jeffrey M. Woosnam
Henry D. Babcock
David M. Bauer
C. Scott Baxter
Daniel P. Donovan
Bryan H. Lawrence
William P. Nicoletti
61
Executive Compensation Table
The following table sets forth the annual salary compensation, bonus and all other compensation awards earned and accrued by the named
executive officers in the fiscal year.
Summary Compensation Table
Non-
Equity
Incentive
Plan
Comp.(1)
$ 775,000
$ 388,000
Change in
Pension
Value and
Nonqualified
Deferred
Comp.
Earnings (2)
—
—
$
$
Unit
Awards
—
—
Option
Awards
—
—
All Other
Comp.(6)
$
$
94,956
87,420
Total
$ 1,272,456
773,189
$
—
—
—
—
—
—
—
—
—
—
$ 615,000
$ 411,317
$ 410,850
—
—
$ 575,000
$ 288,000
—
—
$ 575,000
$ 288,000
$
$
$
$
$
$
$
32,355
58,858
—
$ 226,701
$ 206,786
$ 176,222
$ 1,302,877
$ 1,094,833
988,472
$
—
—
$
$
84,977
80,727
$
$
973,119
661,111
—
—
$ 136,947
$ 126,747
$ 1,025,089
709,680
$
Fiscal
Year
2020
2019
2020
2019
2018
Salary
$ 402,500
$ 297,769
$ 428,821
$ 417,872
$ 401,400
2020
2019
$ 313,142
$ 292,384
2020
2019
$ 313,142
$ 294,933
Bonus
—
—
—
—
—
—
—
—
—
Name and
Principal Position
Jeffrey M. Woosnam
President and Chief
Executive Officer (3)
Richard F. Ambury
Chief Financial Officer,
Treasurer and Executive
Vice President
Jeffrey S. Hammond
Chief Operating
Officer (4)
Joseph R. McDonald
Chief Customer
Officer (5)
(1)
(2)
(3)
(4)
(5)
(6)
Payable pursuant to the Company’s profit sharing pool, which is described under “Compensation Discussion and Analysis. – Profit Sharing
Allocation.”
We have two frozen defined benefit pension plans that we sometimes refer to in this Report as the Petro defined benefit pension plan and the
Meenan defined benefit pension plan, where participants are not accruing additional benefits. Mr. Ambury also participated in a tax-qualified
supplemental employee retirement plan which, prior to being frozen in 1997, represented contributions to an employee plan to compensate for a
reduction in certain benefits prior to 1997. Included in Mr. Ambury’s amounts for the Change in Pension Value and Nonqualified Deferred Comp.
Earnings are $5,197, $9,455, and $0 for fiscal years 2020, 2019, and 2018 respectively, for the actuarial changes in the value of his frozen
supplemental employee retirement plan. The change in all the named executive’s pension values (including the supplemental employee retirement
plan) are non-cash, and reflect normal adjustments resulting from changes in discount rates and government mandated mortality tables.
Mr. Woosnam was appointed President and Chief Executive Officer on March 18, 2019.
Mr. Hammond was appointed Chief Operating Officer on March 18, 2019.
Mr. McDonald was appointed Chief Customer Officer on March 18, 2019.
All other compensation is subdivided as follows:
Name
Jeffrey M. Woosnam
Richard F. Ambury
Jeffrey S. Hammond
Joseph R. McDonald
Management
Incentive
Compensation Plan
Company Match and
Core Contribution to
401(K) Plan
Car Allowance or Monetary
Value for Personal Use of
Company Owned Vehicle
$
$
$
$
45,096 $
176,626 $
37,580 $
90,192 $
62
19,228 $
21,275 $
17,221 $
16,905 $
30,632 $
28,800 $
30,176 $
29,850 $
Total
94,956
226,701
84,977
136,947
Grants of Plan-Based Awards
Estimated Future Payouts
Equity Incentive Plan Awards (1)
Target
($) (2)
Threshold
($)
Maximum
($)
Grant
Date (1)
Estimated Future Payouts
Under Equity Incentive Plan
Target
(#)
Threshold
(#)
Maximum
(#)
All Other
Stocks
Awards:
Number of
Shares of
Stock or
Units (#)
All Other
Option
Awards:
Number of
Securities
Underlying
Options (#)
Exercise or
Base Price of
Option
Awards
($/Sh)
Grant Date
Fair Value
of Stock
and
Option
Awards
7/21/09
— $ 775,000
—
— —
—
—
—
—
7/21/09
— $ 615,000
—
— —
—
—
—
—
7/21/09
— $ 575,000
—
— —
—
—
—
—
7/21/09
— $ 575,000
—
— —
—
—
—
—
—
—
—
—
Name
Jeffrey M.
Woosnam
Richard F.
Ambury
Jeffrey S.
Hammond
Joseph R.
McDonald
(1)
(2)
On July 21, 2009, the Board of Directors authorized the continuance of the annual profit sharing plan, subject to its power to terminate the plan at
any time. Profit sharing allocations are described under “Compensation Philosophy and Policies—Profit Sharing Allocations.”
The annual profit sharing plan does not provide for thresholds or maximums; the amounts listed represent the actual awards to the named executive
officers for fiscal 2020.
Outstanding Equity Awards at Fiscal Year-End
None.
Option Exercises and Stock Vested
None.
Pension Plans Pursuant to Which Named Executive Officers Have an Accumulated Benefit But Are Not Currently Accruing Benefits
Name
Richard F. Ambury (1)
Plan Name
Retirement Plan
Supplemental Employee Retirement Plan
Number of Years
Credited Service
Present Value of
Accumulated Benefit
Payments During Last
Fiscal Year
13 $
— $
329,907 $
$
63,137
—
—
(1)
The named executive officer has accumulated benefits in the tax-qualified Petro defined benefit pension plan that was frozen in 1997. Mr. Ambury
also participated in a tax-qualified supplemental employee retirement plan which, prior to being frozen in 1997, represented contributions to an
employee plan to compensate for a reduction in certain benefits prior to 1997. No other named executives were participants in any of these plans.
Each year, the named executive officer’s accumulated benefits are actuarially calculated generally based on the credited years of service and each
employee’s compensation at the time the plan was frozen. The present value of these amounts are the present value of a single life annuity
generally payable at later or normal retirement age, adjusted for changes in discount rates and government mandated mortality tables. See Note 14
—Employee Benefit Plans, to Star’s Consolidated Financial Statements, for the material assumptions applied in quantifying the present value of the
accumulated benefits of these frozen plans.
63
Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans
None.
Potential Payments Upon Termination
If Mr. Woosnam’s employment is terminated for reasons other than for cause or if Mr. Woosnam terminates his employment for good reason, he
will be entitled to receive one-year’s salary as severance, except in the case of a termination following a change in control which is discussed above under
“Change in Control Agreements.” For 12 months following the termination of his employment, Mr. Woosnam is prohibited from competing with the
Company or from becoming involved either as an employee, as a consultant or in any other capacity, in the sale of heating oil or propane on a retail basis.
If Mr. Ambury’s employment is terminated for reasons other than cause or if Mr. Ambury terminates his employment for a good reason, he will be
entitled to receive a severance payment of one year’s salary except in the case of a termination following a change in control which is discussed above
under “Change in Control Agreements.” For 12 months following the termination of his employment, Mr. Ambury is prohibited from competing with the
Company or from becoming involved either as an employee, as a consultant or in any other capacity, in the sale of heating oil or propane on a retail basis.
The amounts shown in the table below assume that the triggering event for each named executive officer’s termination or change in control
payment was effective as of the date of this Report based upon their historical compensation arrangements as of such date. The actual amounts to be paid
out can only be determined at the time of such named executive officer’s termination of employment or Star’s change of control.
The employment agreements of the foregoing officers also require that they not reveal confidential information of the Company within 12 months
following the termination of their employment.
Name
Jeffrey M. Woosnam
Richard F. Ambury
Compensation of Directors
Name
Paul A. Vermylen, Jr. (1)
Daniel P. Donovan (4)
Henry D. Babcock (5)
David M. Bauer (5)
C. Scott Baxter (5)
Bryan H. Lawrence (6)
William P. Nicoletti (7)
Fees
Earned
or Paid
in Cash
127,500
66,917
86,300
86,300
86,300
—
98,183
$
$
$
$
$
$
$
Unit
Awards
—
—
—
—
—
—
—
(1)
Mr. Vermylen is non-executive Chairman of the Board.
Potential Payments
Upon Termination
Potential Payments
Following
a Change of Control
$
$
425,000 $
434,115 $
1,738,700
1,826,341
Director Compensation Table - Fiscal Year 2020
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings (2)
Non-Equity
Incentive
Plan
Option
Awards
All Other
Compensation
(3)
Compensation
—
—
—
—
—
—
—
$
$
$
$
$
$
$
40,911
39,524
—
—
—
—
—
$
$
$
$
$
$
$
69,527
287,688
—
—
—
—
—
$
$
$
$
$
$
$
Total
237,938
394,129
86,300
86,300
86,300
—
98,183
—
—
—
—
—
—
—
64
(2)
(3)
(4)
(5)
(6)
(7)
Mr. Vermylen and Mr. Donovan participate in one of our frozen defined benefit pension plans. Participants are currently not accruing additional
benefits under the frozen plan. The change in the pension value reflects normal non-cash adjustments resulting from changes in discount rates and
government mandated mortality tables.
Mr. Vermylen and Mr. Donovan reached the frozen defined benefit pension plan full retirement age in fiscal year 2012 and 2011, respectively, and
started receiving pension payments.
The amount included for Mr. Donovan in all other compensation represents $224,577 for amounts paid to him under the management incentive
compensation plan, and $63,111 for pension payments. Excludes amounts reported for Mr. Donovan in the Executive Compensation Table.
Mr. Babcock, Mr. Bauer and Mr. Baxter are Audit Committee members.
Mr. Lawrence has chosen not to receive any fees as a director of the general partner of Star.
Mr. Nicoletti is Chairman of the Audit Committee.
Each non-management director receives an annual fee of $60,000 plus $1,500 for each regular and telephonic meeting attended. The Chairman of
the Audit Committee receives an annual fee of $24,000 while other Audit Committee members receive an annual fee of $12,000. Each member of the
Audit Committee receives $1,500 for every regular and telephonic meeting attended. The non-executive Chairman of the Board receives an annual fee of
$120,000.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows the beneficial ownership as of November 30, 2020 of common units and general partner units by:
(1) Kestrel and certain beneficial owners;
(2) each of the named executive officers and directors of Kestrel Heat;
(3) all directors and executive officers of Kestrel Heat as a group; and
(4) each person the Company knows to hold 5% or more of the Company’s units.
Except as indicated, the address of each person is c/o Star Group, L.P. at 9 West Broad, Street, Suite 310, Stamford, Connecticut 06902.
Name
Kestrel (a)
Paul A. Vermylen, Jr. (b)
Henry D. Babcock (c)
William P. Nicoletti
Bryan H. Lawrence (d)
C. Scott Baxter
David M. Bauer (e)
Daniel P. Donovan
Richard F. Ambury (f)
Jeffrey M. Woosnam
Joseph R. McDonald
Jeffrey S. Hammond
All officers and directors and Kestrel Heat, LLC as a group
(12 persons)
Bandera Partners, LLC (g)
Common Units
General Partner Units
Number
Percentage
Number
Percentage
500,000
1,304,661
104,121
35,506
1,101,848
—
1,254,662
25,000
38,390
10,000
6,500
5,000
4,385,688
3,514,115
1.21%
3.15%
*
*
2.66%
—
3.03%
*
*
*
*
*
10.58%
8.47%
325,729
100.00%
325,729
100.00%
(a)
(b)
Includes 500,000 Common Units and 325,729 general partner units owned by Kestrel Heat.
Includes 210,281 Common Units held by The Robin C. Vermylen 2016 Irrevocable Trust, with respect to which Mr. Vermylen is a trustee of the
trust and a beneficiary of the trust; and 844,380 Common Units held by
65
The Paul A. Vermylen, Jr. 2015 Irrevocable Trust, with respect to which Mr. Vermylen’s spouse is a beneficiary of the trust and Mr. Vermylen is the
settlor of the trust.
Includes 94,121 Common Units owned by White Hill Trust, with respect to which Mr. Babcock’s sister-in-law and stepson are the trustees and
Mr. Babcock’s wife is the primary beneficiary.
Does not include 427,734 Common Units owned by Yorktown Energy Partners VI, L.P. (“Yorktown VI”). Mr. Lawrence is a member and manager
of Yorktown VI Associates LLC. The general partner of Yorktown VI Company LP, the general partner of Yorktown VI. Mr. Lawrence does not
have sole or shared voting or investment power within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934 with respect to the
Common Units held by Yorktown VI and disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
All Common Units are owned by Lubar Equity Fund, LLC. Mr. Bauer owns a minority interest in Lubar Equity Fund, LLC and is Chief Investment
Officer of Lubar & Co. Incorporated, the sole manager of Lubar Equity Fund, LLC. While Mr. Bauer serves on the investment committee of Lubar
& Co., Inc., he does not have sole or shared voting or investment power within the meaning of Rule 13d-3 of the Securities and Exchange Act of
1934 with respect to the Common Units held by Lubar Equity Fund, LLC and disclaims beneficial ownership of such securities except to the extent
of his pecuniary interest therein.
Common Units are owned by the Richard F. Ambury 2013 Revocable Living Trust, with respect to which Mr. Ambury is the trustee.
According to a Form 13F filed by Bandera Partners, LLC with the SEC on November 12, 2020.
Amount represents less than 1%.
(c)
(d)
(e)
(f)
(g)
*
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Star has a written conflict of interest policy and procedure that requires all officers, directors and employees to report to senior corporate
management or the board of directors, all personal, financial or family interest in transactions that involve the individual and the Star. In addition, our
Governance Guidelines provide that any monetary arrangement between a director and his or her affiliates (including any member of a director’s immediate
family) and the Company or any of its affiliates for goods or services shall be subject to approval by the full Board of Directors.
The general partner does not receive any management fee or other compensation for its management of Star. The general partner is reimbursed for
all expenses incurred on behalf of the Star, including the cost of compensation, that are properly allocable to Star. Our Partnership Agreement provides that
the general partner shall determine the expenses that are allocable to Star in any reasonable manner determined by the general partner in its sole discretion.
In addition, the general partner and its affiliates may provide services to the Star for which a reasonable fee would be charged as determined by the general
partner.
Kestrel has the ability to elect the Board of Directors of Kestrel Heat, including Messrs. Vermylen, Bauer and Lawrence. Messrs. Vermylen, Bauer
and Lawrence are also members of the board of managers of Kestrel and, either directly or through affiliated entities, own equity interests in Kestrel.
Kestrel owns all of the issued and outstanding membership interests of Kestrel Heat.
Policies Regarding Transactions with Related Persons
Our Code of Business Conduct and Ethics, Partnership Governance Guidelines and Partnership Agreement set forth policies and procedures with
respect to transactions with persons affiliated with the Company and the resolution of conflicts of interest, which taken together provide the Company with
a framework for the review and approval of “transactions” with “related persons” as such terms are defined in Item 404 of Regulation S-K.
For the years ended September 30, 2020, 2019, and 2018, Star had no related party transactions or agreements pursuant to Item 404 of Regulation
S-K.
Our Code of Business Conduct and Ethics applies to our directors, officers, employees and their affiliates. It deals with conflicts of interest (e.g.,
transactions with the Company), confidential information, use of Star assets, business dealings, and other similar topics. The Code requires officers,
directors and employees to avoid even the
66
appearance of a conflict of interest and to report potential conflicts of interest to the Company’s Senior Vice President Accounting or Director of Internal
Audit.
Our Partnership Governance Guidelines provide that any monetary arrangement between a director and his or her affiliates (including any member
of a director’s immediate family) and the Company or any of its affiliates for goods or services shall be subject to approval by the full Board of Directors.
Although the Partnership Governance Guidelines by their terms only apply to directors the Board intends to apply this requirement to officers and
employees and their affiliates.
To the extent that the Board determines that it would be in the best interests of the Company to enter into a transaction with a related person, the
Board intends to utilize the procedures set forth in the Partnership Agreement for the review and approval of potential conflicts of interest. Our Partnership
Agreement provides that whenever a potential conflict of interest exists or arises between the general partner or any of its Affiliates (including its directors,
executive officers and controlling members), on the one hand, and the Company or any partner, on the other hand, any resolution or course of action in
respect of such conflict of interest shall be permitted and deemed approved by all partners, and shall not constitute a breach of the Partnership Agreement,
of any agreement contemplated therein, or of any duty stated or implied by law or equity, if the resolution or course of action is, or by operation of the
Partnership Agreement is deemed to be, fair and reasonable to the Company.
Any conflict of interest and any resolution of such conflict of interest shall be conclusively deemed fair and reasonable to the Company if such
conflict of interest or resolution is (i) approved by a committee of independent directors (the “Conflicts Committee”), (ii) on terms no less favorable to the
Company than those generally being provided to or available from unrelated third parties or (iii) fair to the Company, taking into account the totality of the
relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Company).
The general partner (including the Conflicts Committee) is authorized in connection with its determination of what is “fair and reasonable” to the
Company and in connection with its resolution of any conflict of interest to consider:
(A)
the relative interests of any party to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interest;
(B)
(C)
(D)
any customary or accepted industry practices and any customary or historical dealings with a particular person;
any applicable generally accepted accounting practices or principles; and
such additional factors as the general partner (including the Conflicts Committee) determines in its sole discretion to be relevant, reasonable
or appropriate under the circumstances.
ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES
The following table represents the aggregate fees for professional audit services rendered by KPMG LLP including fees for the audit of our annual
financial statements for the fiscal years 2020 and 2019, and for fees billed and accrued for other services rendered by KPMG LLP (in thousands).
Audit Fees (1)
Audit Related
Tax Fees (2)
Total Fees
2020
2019
2,208 $
-
290
2,498 $
2,123
80
292
2,495
$
$
(1)
(2)
Audit fees were for professional services rendered in connection with audits and quarterly reviews of the consolidated financial statements of
the Company.
Tax fees related to services for tax consulting and tax compliance.
67
Audit Committee: Pre-Approval Policies and Procedures. At its regularly scheduled and special meetings, the Audit Committee of the Board of
Directors considers and pre-approves any audit and non-audit services to be performed by the Company’s independent accountants. The Audit Committee
has delegated to its chairman, an independent member of the Company’s Board of Directors, the authority to grant pre-approvals of non-audit services
provided that the service(s) shall be reported to the Audit Committee at its next regularly scheduled meeting. On June 18, 2003, the Audit Committee
adopted its pre-approval policies and procedures. Since that date, there have been no audit or non-audit services rendered by the Company’s principal
accountants that were not pre-approved.
68
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
1. Financial Statements—See “Index to Consolidated Financial Statements and Financial Statement Schedule” set forth on page F-1.
2. Financial Statement Schedule—See “Index to Consolidated Financial Statements and Financial Statement Schedule” set forth on page F-1.
PART IV
3. Exhibits—See “Index to Exhibits” set forth on the following page.
69
Exhibit
Number
3.1
3.2
3.3
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
INDEX TO EXHIBITS
Description
Amended and Restated Certificate of Limited Partnership (Incorporated by reference to an exhibit to the Registrant’s
Quarterly Report on Form 10-Q filed with the Commission on May 9, 2006.)
Certificate of Amendment to Amended and Restated Certificate of Limited Partnership (Incorporated by reference to an
exhibit to the Registrant’s Current Report on Form 8-K with the Commission on October 27, 2017.)
Third Amended and Restated Agreement of Limited Partnership (Incorporated by reference to an exhibit to the
Registrant’s Current Report on Form 8-K with the Commission on November 6, 2017.)
Letter Agreement and general release dated March 7, 2005 between Star Gas Partners L.P. and Irik P. Sevin†
(Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed with the Commission on
March 8, 2005.)
Management Incentive Compensation Plan† (Incorporated by reference to an exhibit to the Registrant’s Current Report on
Form 8-K with the Commission on July 21, 2006.)
Amended and Restated Management Incentive Compensation Plan† (Incorporated by reference to an exhibit to the
Registrant’s Current Report on Form 8-K with the Commission on July 20, 2012.)
Form of Indemnification Agreement for Officers and Directors (Incorporated by reference to an exhibit to the Registrant’s
Current Report on Form 8-K with the Commission on July 21, 2006.)
Form of Amendment No. 1 to Indemnification Agreement (Incorporated by reference to an exhibit to the Registrant’s
Current Report on Form 8-K with the Commission on October 23, 2006.)
Modification of Profit Sharing Plan† (Incorporated by reference to an exhibit to the Registrant’s Annual Report on Form
10-K filed with the Commission on December 10, 2014.)
Change in Control Agreement dated December 4, 2007 between Star Gas Partners, L.P. and Daniel P. Donovan†
(Incorporated by reference to an exhibit to the Registrant’s Annual Report on Form 10-K filed with the Commission on
December 7, 2007.)
Change in Control Agreement dated December 4, 2007 between Star Gas Partners, L.P. and Richard F. Ambury†
(Incorporated by reference to an exhibit to the Registrant’s Annual Report on Form 10-K filed with the Commission on
December 7, 2007.)
Employment Agreement dated April 28, 2008 between Star Gas Partners, L.P. and Richard Ambury† (Incorporated by
reference to an exhibit to the Registrant’s Annual Report on Form 10-K filed with the Commission on December 10,
2008.)
Agreement dated November 2, 2009 between Star Gas Partners, L.P. and Richard G. Oakley† (Incorporated by reference
to an exhibit to the Registrant’s Current Report on Form 8-K dated November 3, 2009.)
Letter Agreement, dated as of July 22, 2013, between the Partnership and Steven Goldman regarding Change of Control†
(Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K dated July 23, 2013.)
70
Exhibit
Number
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
14
21*
31.1*
31.2*
32.1*
32.2*
Description
First Amendment to Letter Agreement, dated as of September 30, 2015, between the Partnership and Dan Donovan
(Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K dated October 2, 2015.)
Letter Agreement, dated as of December 6, 2016, between the Partnership and Steven Goldman regarding employment†
(Incorporated by reference to an exhibit to the Registrant’s Annual Report on Form 10-K filed with the Commission on
December 7, 2016.)
Letter Agreement, dated as of June 19, 2019, between the Company and Jeffrey M. Woosnam regarding employment
(Incorporated by reference to an exhibit to Registrant’s Current Report on Form 8-K dated June 21, 2019.)
Fifth Amended and Restated Credit Agreement, dated as of December 4, 2019 (Incorporated by reference to an exhibit to
the Registrant’s Annual Report on Form 10-K filed with the Commission on December 5, 2019.)
Fifth Amended and Restated Pledge and Security Agreement, dated as of December 4, 2019 (Incorporated by reference to
an exhibit to the Registrant’s Annual Report on Form 10-K filed with the Commission on December 5, 2019.)
Unit Purchase Agreement, dated as of November 16, 2020, between the Company and Moab Partners, L.P. (Filed
herewith.)
Waiver to the Fifth Amended and Restated Credit Agreement, dated as of November 5, 2020. (Filed herewith.)
Unit Purchase Agreement, dated as of November 16, 2020, between the Company and Moab Partner, L.P. (Filed
herewith.)
Code of Business Conduct and Ethics (Incorporated by reference to an exhibit to the Registrant’s Current Report on Form
8-K dated November 14, 2014.)
Subsidiaries of the Registrant (Filed herewith.)
Certification of Chief Executive Officer, Star Group, L.P., pursuant to Rule 13a-14(a)/15d-14(a)
Certification of Chief Financial Officer, Star Group, L.P., pursuant to Rule 13a-14(a)/15d-14(a)
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
101.INS*
Inline XBRL Instance Document
101.SCH*
Inline XBRL Taxonomy Extension Schema Document
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exibit 101)
*
†
Filed Herewith
Employee compensation plan.
71
Pursuant to the requirements of the Securities Exchange Act of 1934, the general partner has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized this 7th day of December, 2020:
SIGNATURE
STAR GROUP, L.P.
By:
By:
KESTREL HEAT, LLC (General Partner)
/s/ Jeffrey M. Woosnam
Jeffrey M. Woosnam
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on
the date indicated:
Signature
/s/ Jeffrey M. Woosnam
Jeffrey M. Woosnam
/s/ Richard F. Ambury
Richard F. Ambury
/s/ Cory A. Czekanski
Cory A. Czekanski
/s/ Paul A. Vermylen, Jr.
Paul A. Vermylen, Jr.
/s/ Henry D. Babcock
Henry D. Babcock
/s/ C. Scott Baxter
C. Scott Baxter
/s/ David M. Bauer
David M. Bauer
/s/ Daniel P. Donovan
Daniel P. Donovan
/s/ Bryan H. Lawrence
Bryan H. Lawrence
/s/ William P. Nicoletti
William P. Nicoletti
Title
President and Chief Executive Officer and Director Kestrel
Heat, LLC
Chief Financial Officer, Executive Vice President, Treasurer
and Secretary (Principal
Financial Officer) Kestrel Heat, LLC
Vice President—Controller (Principal
Accounting Officer) Kestrel Heat, LLC
Date
December 7, 2020
December 7, 2020
December 7, 2020
Non-Executive Chairman of the Board and Director Kestrel
Heat, LLC
December 7, 2020
Director Kestrel Heat, LLC
December 7, 2020
Director Kestrel Heat, LLC
December 7, 2020
Director Kestrel Heat, LLC
December 7, 2020
Director Kestrel Heat, LLC
December 7, 2020
Director Kestrel Heat, LLC
December 7, 2020
Director Kestrel Heat, LLC
December 7, 2020
72
STAR GROUP, L.P. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULE
Part II Financial Information:
Item 8—Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of September 30, 2020 and September 30, 2019
Consolidated Statements of Operations for the years ended September 30, 2020, September 30, 2019 and September 30, 2018
Consolidated Statements of Comprehensive Income for the years ended September 30, 2020, September 30, 2019 and
September 30, 2018
Consolidated Statements of Partners’ Capital for the years ended September 30, 2020, September 30, 2019 and September 30,
2018
Consolidated Statements of Cash Flows for the years ended September 30, 2020, September 30, 2019 and September 30, 2018
Notes to Consolidated Financial Statements
Schedules for the years ended September 30, 2020, September 30, 2019 and September 30, 2018
I. Condensed Financial Information of Registrant
II. Valuation and Qualifying Accounts
All other schedules are omitted because they are not applicable or the required information is shown in the consolidated financial
statements or the notes therein.
Page
F-2 – F-3
F-4
F-5
F-6
F-7
F-8
F-9 – F-41
F-42 – F-44
F-45
F-1
Report of Independent Registered Public Accounting Firm
To the Unitholders of Star Group, L.P. and Board of Directors of Kestrel Heat, LLC:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of Star Group, L.P. and subsidiaries (the Company) as of September 30, 2020 and 2019, the
related consolidated statements of operations, comprehensive income, partners’ capital, and cash flows for each of the years in the three-year period ended
September 30, 2020, and the related notes and financial statement schedules I and II (collectively, the consolidated financial statements). We also have
audited the Company’s internal control over financial reporting as of September 30, 2020, based on criteria established in Internal Control – Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of
September 30, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the three-year period ended September 30, 2020,
in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal
control over financial reporting as of September 30, 2020 based on criteria established in Internal Control – Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
Change in Accounting Principle
As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for leases as of October 1, 2019 due to
the adoption of Accounting Standards Update No. 2016-02, Leases (“ASC Topic 842”).
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting,
and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal
Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the
Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable
assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective
internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal
control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing
such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
F-2
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control
over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
We have served as the Company’s auditor since 1995.
Stamford, Connecticut
December 7, 2020
F-3
STAR GROUP, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
ASSETS
Current assets
Cash and cash equivalents
Receivables, net of allowance of $6,121 and $8,378, respectively
Inventories
Prepaid expenses and other current assets
Assets held for sale
Total current assets
Property and equipment, net
Operating lease right-of-use assets
Goodwill
Intangibles, net
Restricted cash
Captive insurance collateral
Deferred charges and other assets, net
Total assets
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities
Accounts payable
Liabilities held for sale
Revolving credit facility borrowings
Fair liability value of derivative instruments
Current maturities of long-term debt
Current portion of operating lease liabilities
Accrued expenses and other current liabilities
Unearned service contract revenue
Customer credit balances
Total current liabilities
Long-term debt
Long-term operating lease liabilities
Deferred tax liabilities, net
Other long-term liabilities
Partners’ capital
Common unitholders
General partner
Accumulated other comprehensive loss, net of taxes
Total partners’ capital
Total liabilities and partners’ capital
September 30,
2020
2019
$
$
$
$
56,911
83,594
50,256
29,554
6,030
226,345
93,495
99,776
240,327
90,293
250
69,787
18,343
838,616
30,827
1,265
—
11,437
13,000
19,139
127,286
58,430
83,471
344,855
109,805
85,908
17,227
25,001
273,283
(2,506)
(14,957)
255,820
838,616
$
$
$
$
4,899
120,245
64,788
36,898
—
226,830
98,239
—
244,574
107,688
250
58,490
16,635
752,706
33,973
—
24,000
8,262
9,000
—
120,839
61,213
68,270
325,557
120,447
—
20,116
25,746
279,709
(1,968)
(16,901)
260,840
752,706
See accompanying notes to consolidated financial statements.
F-4
STAR GROUP, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per unit data)
Sales:
Product
Installations and services
Total sales
Cost and expenses:
Cost of product
Cost of installations and services
(Increase) decrease in the fair value of derivative instruments
Delivery and branch expenses
Depreciation and amortization expenses
General and administrative expenses
Finance charge income
Operating income
Interest expense, net
Amortization of debt issuance costs
Other income (loss), net
Income before income taxes
Income tax expense
Net income
General Partner’s interest in net income
Limited Partners’ interest in net income
Basic and diluted income per Limited Partner Unit (1):
Weighted average number of Limited Partner units outstanding:
Basic and Diluted
(1)
See Note 19 - Earnings Per Limited Partner Units.
2020
Years Ended September 30,
2019
2018
$
$
1,186,026
281,432
1,467,458
$
1,466,045
287,827
1,753,872
1,404,370
273,467
1,677,837
738,714
253,724
2,755
323,373
34,623
25,072
(3,771)
92,968
(9,702)
(999)
(5,724)
76,543
20,625
55,918
377
55,541
1.07
$
$
$
998,559
267,607
25,113
369,033
32,901
28,414
(5,105)
37,350
(11,164)
(1,032)
—
25,154
7,517
17,637
95
17,542
0.35
$
$
$
957,843
256,652
(11,408)
357,580
31,575
24,227
(4,700)
66,068
(8,716)
(1,288)
7,043
63,107
7,602
55,505
314
55,191
0.89
45,656
50,814
54,764
$
$
$
See accompanying notes to consolidated financial statements.
F-5
STAR GROUP, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
Net income
Other comprehensive income:
Unrealized gain on pension plan obligation
Tax effect of unrealized gain on pension plan obligation
Unrealized gain (loss) on captive insurance collateral
Tax effect of unrealized gain (loss) on captive insurance collateral
Unrealized gain (loss) on interest rate hedge
Tax effect of unrealized gain (loss) on interest rate hedge
Total other comprehensive income
Total comprehensive income
2020
Years Ended September 30,
2019
2018
$
55,918
$
17,637
$
55,505
2,876
(782)
916
(190)
(1,193)
317
1,944
57,862
$
1,170
(320)
2,231
(473)
(1,993)
525
1,140
18,777
$
2,075
(625)
(1,204)
254
39
(10)
529
56,034
$
See accompanying notes to consolidated financial statements.
To includ
F-6
STAR GROUP, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL
Years Ended September 30, 2020, 2019 and 2018
Number of Units
(in thousands)
Balance as of September 30, 2017
Common
55,888
Reclassification of stranded tax effects resulting from tax reform
Net income
Unrealized gain on pension plan obligation
Tax effect of unrealized gain on pension plan obligation
Unrealized loss on captive insurance collateral
Tax effect of unrealized loss on captive insurance collateral
Unrealized gain on interest rate hedge
Tax effect of unrealized gain on interest rate hedge
Distributions
Retirement of units
Balance as of September 30, 2018
Impact of adoption of ASU No. 2014-09
Net income
Unrealized gain on pension plan obligation
Tax effect of unrealized gain on pension plan obligation
Unrealized gain on captive insurance collateral
Tax effect of unrealized gain on captive insurance collateral
Unrealized loss on interest rate hedge
Tax effect of unrealized loss on interest rate hedge
Distributions
Retirement of units
Balance as of September 30, 2019
Net income
Unrealized gain on pension plan obligation
Tax effect of unrealized gain on pension plan obligation
Unrealized gain on captive insurance collateral
Tax effect of unrealized gain on captive insurance collateral
Unrealized loss on interest rate hedge
Tax effect of unrealized loss on interest rate hedge
Distributions
Retirement of units
Balance as of September 30, 2020
(2,800)
53,088
(5,403)
47,685
(4,357)
43,328
General
Partner
Common
326 $ 325,762 $
(195)
55,191
—
—
—
—
—
—
(24,915)
(26,714)
326 $ 329,129 $
9,164
17,542
—
—
—
—
—
—
(24,773)
(51,353)
326 $ 279,709 $
55,541
—
—
—
—
—
—
(23,536)
(38,431)
326 $ 273,283 $
General
Partner
Accum. Other
Comprehensive
Income (Loss)
Total
Partners’
Capital
(929) $
—
314
—
—
—
—
—
—
(688)
—
(1,303) $
60
95
—
—
—
—
—
—
(820)
—
(1,968) $
377
—
—
—
—
—
—
(915)
—
(2,506) $
(18,765) $ 306,068
195
—
— 55,505
2,075
2,075
(625)
(625)
(1,204)
(1,204)
254
254
39
39
(10)
(10)
— (25,603)
— (26,714)
(18,041) $ 309,785
—
9,224
— 17,637
1,170
1,170
(320)
(320)
2,231
2,231
(473)
(473)
(1,993)
(1,993)
525
525
— (25,593)
— (51,353)
(16,901) $ 260,840
— 55,918
2,876
2,876
(782)
(782)
916
916
(190)
(190)
(1,193)
(1,193)
317
317
— (24,451)
— (38,431)
(14,957) $ 255,820
See accompanying notes to consolidated financial statements.
F-7
STAR GROUP, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
2020
Years Ended September 30,
2019
2018
$
55,918 $
17,637 $
55,505
(in thousands)
Cash flows provided by (used in) operating activities:
Net income
Adjustments to reconcile net income to net cash provided by (used in) operating
activities:
(Increase) decrease in fair value of derivative instruments
Depreciation and amortization
Provision for losses on accounts receivable
Change in deferred taxes
Other (income) loss, net
Changes in operating assets and liabilities net of amounts related to acquisitions:
Decrease (increase) in receivables
Decrease (increase) in inventories
Decrease (increase) in other assets
(Decrease) increase in accounts payable
Increase (decrease) in customer credit balances
Increase in other current and long-term liabilities
Net cash provided by operating activities
Cash flows provided by (used in) investing activities:
Capital expenditures
Proceeds from sales of fixed assets
Proceeds from sale of security business
Purchase of investments
Acquisitions
Net cash used in investing activities
Cash flows provided by (used in) financing activities:
Revolving credit facility borrowings
Revolving credit facility repayments
Proceeds from term loan
Loan repayments
Distributions
Unit repurchases
Customer retainage payments
Payments of debt issuance costs
Net cash used in financing activities
Net increase (decrease) in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of period
Cash, cash equivalents and restricted cash at end of period
$
2,755
35,622
3,441
(3,544)
5,724
34,366
14,588
11,627
(3,199)
14,775
3,595
175,668
(14,127)
631
—
(10,417)
(4,228)
(28,141)
90,202
(151,702)
130,000
(99,000)
(24,451)
(38,431)
(514)
(1,619)
(95,515)
52,012
5,149
57,161 $
25,113
33,933
9,541
(5,126)
—
10,137
(6,306)
10,146
(2,918)
3,615
1,610
97,382
(11,301)
1,097
—
(11,058)
(60,904)
(82,166)
139,331
(79,331)
—
(7,500)
(25,593)
(51,353)
(357)
(45)
(24,848)
(9,632)
14,781
5,149 $
(11,408)
32,863
6,283
14,685
(7,043)
(37,149)
4,177
(11,924)
9,703
(6,563)
8,331
57,460
(13,590)
503
6,824
(35,242)
(23,747)
(65,252)
161,604
(160,104)
100,000
(76,300)
(25,603)
(26,714)
(918)
(2,100)
(30,135)
(37,927)
52,708
14,781
See accompanying notes to consolidated financial statements.
F-8
STAR GROUP, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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, 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 September 30, 2020, had outstanding 43.3 million Common Units (NYSE: “SGU”), representing a
99.3% limited partner interest in Star, and 0.3 million general partner units, representing a 0.7% 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 and Mid-Atlantic U.S. region retail distributor of home heating oil and propane that at September 30, 2020 served
approximately 440,100 full service residential and commercial home heating oil and propane customers and 64,400 customers on a delivery
only basis. We also sell gasoline and diesel fuel to approximately 26,400 customers. We install, maintain, and repair heating and air
conditioning equipment and to a lesser extent provide these services outside our heating oil and propane customer base including
approximately 17,600 service contracts for natural gas and other heating systems.
Petroleum Heat and Power Co., Inc. (“PH&P”) is a wholly owned subsidiary of Star. PH&P is the borrower and Star is the guarantor of the
fifth amended and restated credit agreement’s $130 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 December 4, 2024. (See Note 13—Long-Term
Debt and Bank Facility Borrowings).
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.
Comprehensive Income
Comprehensive income is comprised of Net income and Other comprehensive income. Other comprehensive income consists of the unrealized
gain amortization on the Company’s pension plan obligation for its two frozen defined benefit pension plans, unrealized gain (loss) on available-for-sale
investments, unrealized gain (loss) on interest rate hedge and the corresponding tax effects.
Use of Estimates
The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities
F-9
and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates.
Revenue Recognition
Refer to Note 3 – Revenue Recognition for revenue recognition accounting policies. Sales of petroleum products are recognized at the time of
delivery to the customer and sales of heating and air conditioning equipment are recognized upon completion of installation. Revenue from repairs,
maintenance and other services are recognized upon completion of the service. Payments received from customers for equipment service contracts are
deferred and amortized into income over the terms of the respective service contracts, on a straight-line basis, which generally do not exceed one year. To
the extent that the Company anticipates that future costs for fulfilling its contractual obligations under its service maintenance contracts will exceed the
amount of deferred revenue currently attributable to these contracts, the Company recognizes a loss in current period earnings equal to the amount that
anticipated future costs exceed related deferred revenues.
Cost of Product
Cost of product includes the cost of home heating oil, diesel, propane, kerosene, gasoline, throughput costs, barging costs, option costs, and
realized gains/losses on closed derivative positions for product sales.
Cost of Installations and Services
Cost of installations and services includes equipment and material costs, wages and benefits for equipment technicians, dispatchers and other
support personnel, subcontractor expenses, commissions and vehicle related costs.
Delivery and Branch Expenses
Delivery and branch expenses include wages and benefits and department related costs for drivers, dispatchers, garage mechanics, customer
service, sales and marketing, compliance, credit and branch accounting, information technology, vehicle and property rental costs, insurance, weather
hedge contract costs and recoveries, and operational management and support.
General and Administrative Expenses
General and administrative expenses include property costs, wages and benefits (including profit sharing) and department related costs for human
resources, finance and corporate accounting, internal audit, administrative support and supply.
Allocation of Net Income
Net income for partners’ capital and statement of operations is allocated to the general partner and the limited partners in accordance with their
respective ownership percentages, after giving effect to cash distributions paid to the general partner in excess of its ownership interest, if any.
Net Income per Limited Partner Unit
Income per limited partner unit is computed in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards
Codification (“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
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distributions for such period, it will have the impact of reducing the earnings per limited partner unit, as the calculation according to this standard results 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.
Cash Equivalents, Receivables, Revolving Credit Facility Borrowings, and Accounts Payable
The carrying amount of cash equivalents, receivables, revolving credit facility borrowings, and accounts payable approximates fair value because
of the short maturity of these instruments.
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
September 30, 2020, the $57.2 million of cash, cash equivalents, and restricted cash on the consolidated statement of cash flows is comprised of
$56.9 million of cash and cash equivalents and $0.3 million of restricted cash. At September 30, 2019, the $5.1 million of cash, cash equivalents, and
restricted cash on the consolidated statement of cash flows is comprised of $4.9 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.
Receivables and Allowance for Doubtful Accounts
Accounts receivables from customers are recorded at the invoiced amounts. Finance charges may be applied to trade receivables that are more than
30 days past due, and are recorded as finance charge income.
The allowance for doubtful accounts is the Company’s estimate of the amount of trade receivables that may not be collectible. The allowance is
determined at an aggregate level by grouping accounts based on certain account criteria and its receivable aging. The allowance is based on both
quantitative and qualitative factors, including historical loss experience, historical collection patterns, overdue status, aging trends, and current economic
conditions. The Company has an established process to periodically review current and past due trade receivable balances to determine the adequacy of the
allowance. No single statistic or measurement determines the adequacy of the allowance. The total allowance reflects management’s estimate of losses
inherent in its trade receivables at the balance sheet date. Different assumptions or changes in economic conditions could result in material changes to the
allowance for doubtful accounts.
Inventories
Liquid 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 or net realizable value using the FIFO method.
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. Land improvement useful lives are between ten and twenty years, buildings and leasehold improvements useful lives are between five and thirty
years, fleet and other equipment useful lives are between one to fifteen years, tanks and equipment lives are between three to ten years, furniture, fixtures
and office equipment useful lives are between five to ten years.
Operating Lease Right-of-Use Assets and Related Lease Liabilities
The Company determines if an arrangement is a lease at inception. Lease liabilities are measured at the lease commencement date in an amount
equal to the present value of the minimum lease payments over the lease
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term. Right-of-use (“ROU”) assets are recognized based on the amount of the lease liability adjusted for any lease payments made to the lessor at or before
the commencement date, minus any lease incentives received, plus any initial direct costs incurred. Renewal options are included in the calculation of the
ROU asset and lease liability when it is determined that they are reasonably certain of exercise.
Certain of our lease arrangements contain non-lease components such as common area maintenance. We have elected to account for the lease
component and its associated non-lease components as a single lease component for properties and vehicles. Leases with an initial term of 12 months or
less are not recognized on our balance sheet. The Company has leases that have variable payments, including lease payments where lease payment
increases are based on the percentage change in the Consumer Price Index. For such leases, payment at the lease commencement date is used to measure
the ROU assets and operating lease liabilities. Changes in the index and other variable payments are expensed as incurred. The interest rate used to
determine the present value of the future lease payments is our incremental borrowing rate, because the interest rate implicit in our operating leases is not
readily determinable. The basis for an incremental borrowing rate is our Term Loan, market-based yield curves and comparable debt securities.
Captive Insurance Collateral
The captive insurance collateral is held by our captive insurance company in an irrevocable trust as collateral for certain workers’ compensation
and automobile liability claims incurred and expected to be incurred from fiscal 2004 to fiscal 2020. 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, 2020, captive insurance collateral is comprised of $68.6 million of Level 1 debt securities measured at fair value and $1.2 million
of mutual funds measured at net asset value. At September 30, 2019, the balance was comprised of $58.0 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 income (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.
Goodwill and Intangible Assets
Goodwill and intangible assets include goodwill, customer lists, trade names and covenants not to compete.
Goodwill is the excess of cost over the fair value of net assets in the acquisition of a company. Goodwill and intangible assets with indefinite useful
lives are not amortized, but instead are annually tested for impairment. The Company has one reporting unit and performs a qualitative, and when
necessary quantitative, impairment test on its goodwill annually on August 31st or more frequently if events or circumstances indicate that the value of
goodwill might be impaired. We performed qualitative assessments (commonly referred to as Step 0) to evaluate whether it is more-likely-than-not (a
likelihood that is more than 50%) that goodwill has been impaired, as a basis to determine whether it is necessary to perform the two-step quantitative
impairment test. This qualitative assessment includes a review of factors such as our reporting unit’s market value compared to its carrying value, our
short-term and long-term unit price performance, our planned overall business strategy compared to recent financial results, as well as macroeconomic
conditions, industry and market considerations, cost factors, and other relevant Company-specific events. Goodwill impairment if any, needs to be
determined if the net book value of a reporting unit exceeds its estimated fair value. If goodwill is determined to be impaired, the amount of impairment is
measured based on the excess of the net book value of the goodwill over the implied fair value of the goodwill. The Company performed its annual
goodwill impairment valuation in each of the periods ending August 31, 2020, 2019, and 2018, and it was determined based on each year’s analysis that
there was no goodwill impairment.
Intangible assets with finite useful lives are amortized over their respective estimated useful lives to their estimated residual values, and reviewed
for impairment whenever changes in circumstances indicate that the assets
F-12
may be impaired. The assessment for impairment requires estimates of future cash flows related to the intangible asset. To the extent the carrying value of
the assets exceeds its future undiscounted cash flows, an impairment loss is recorded based on the fair value of the asset.
We use amortization methods and determine asset values based on our best estimates using reasonable and supportable assumptions and
projections. Key assumptions used to determine the value of these intangibles include projections of future customer attrition or growth rates, product
margin increases, operating expenses, our cost of capital, and corporate income tax rates. For significant acquisitions we may engage a third party valuation
firm to assist in the valuation of intangible assets of that acquisition. We assess the useful lives of intangible assets based on the estimated period over
which we will receive benefit from such intangible assets such as historical evidence regarding customer churn rate. In some cases, the estimated useful
lives are based on contractual terms. Customer lists are the names and addresses of an acquired company’s customers. Based on historical retention
experience, these lists are amortized on a straight-line basis over seven to ten years.
Trade names are the names of acquired companies. Based on the economic benefit expected and historical retention experience of customers, trade
names are amortized on a straight-line basis over three to twenty years.
Business Combinations
We use the acquisition method of accounting. The acquisition method of accounting requires us to use significant estimates and assumptions,
including fair value estimates, as of the business combination date, and to refine those estimates as necessary during the measurement period (defined as
the period, not to exceed one year, in which the amounts recognized for a business combination may be adjusted). Each acquired company’s operating
results are included in our consolidated financial statements starting on the date of acquisition. The purchase price is equivalent to the fair value of
consideration transferred. Tangible and identifiable intangible assets acquired and liabilities assumed as of the date of acquisition are recorded at the
acquisition date fair value. The separately identifiable intangible assets generally are comprised of customer lists, trade names and covenants not to
compete. Goodwill is recognized for the excess of the purchase price over the net fair value of assets acquired and liabilities assumed.
Costs that are incurred to complete the business combination such as legal and other professional fees are not considered part of consideration
transferred and are charged to general and administrative expense as they are incurred. For any given acquisition, certain contingent consideration may be
identified. Estimates of the fair value of liability or asset classified contingent consideration are included under the acquisition method as part of the assets
acquired or liabilities assumed. At each reporting date, these estimates are remeasured to fair value, with changes recognized in earnings.
F-13
Assets and Liabilities Held for Sale
Assets held for sale represent certain propane assets that the Company sold on October 27, 2020. The carrying amount of assets held for sale
included $4.4 million of goodwill, $0.8 million of intangible assets, $5.3 million of property and equipment, net, and $1.3 million of operating lease right-
of-use assets. We measure and record assets held for sale at the lower of their carrying amount or fair value less cost to sell and recorded a $5.7 million loss
for the year ended September 30, 2020. Liabilities held for sale consist of $1.3 million of operating lease obligations.
Impairment of Long-lived Assets
The Company reviews intangible assets and other long-lived assets for impairment whenever events or changes in circumstances indicate that the
carrying amount of such assets may not be recoverable. The Company determines whether the carrying values of such assets are recoverable over their
remaining estimated lives through undiscounted future cash flow analysis. If such a review should indicate that the carrying amount of the assets is not
recoverable, the Company will reduce the carrying amount of such assets to fair value.
Finance Charge Income
Finance charge income represents late customer payment charges and financing income from extended payment plans associated with installations.
Other Income (Loss), Net
Other loss of $5.7 million for the year ended September 30, 2020 represents an expected loss on a sale of certain propane assets that were held for
sale at September 30, 2020 at the lower of their carrying amount or fair value less cost to sell. Other income, net of $7.0 million for the year ended
September 30, 2018 represents a gain on the sale of the Company’s security customer account base, which occurred in fiscal 2018. The gain is comprised
of $6.8 million of cash proceeds and $0.4 million from the recognition of unamortized deferred service liabilities, partially offset by $0.2 million of other
expenses.
Deferred Charges
Deferred charges represent the costs associated with the issuance of the term loan and revolving credit facility and are amortized over the life of the
facility.
Advertising
Advertising costs are expensed as they are incurred. Advertising expenses were $13.5 million, $14.3 million, and $15.1 million, in 2020, 2019, and
2018, respectively and are recorded in delivery and branch expenses.
Customer Credit Balances
Customer credit balances represent payments received in advance from customers pursuant to a balanced payment plan (whereby customers pay on
a fixed monthly basis) and the payments made have exceeded the charges for liquid product and other services.
Environmental Costs
Costs associated with managing hazardous substances and pollution are expensed on a current basis. Accruals are made for costs associated with
the remediation of environmental pollution when it becomes probable that a liability has been incurred and the amount can be reasonably
estimated. Liabilities are recorded in accrued expenses and other current liabilities.
F-14
Insurance Reserves
The Company uses a combination of insurance, self-insured retention and self-insurance for a number of risks, including workers’ compensation,
general liability, vehicle liability, medical liability and property. Reserves are established and periodically evaluated, based upon expectations as to what
our ultimate liability may be for outstanding claims using developmental factors based upon historical claim experience, including frequency, severity,
demographic factors and other actuarial assumptions, supplemented with support from qualified actuaries. Liabilities are recorded in accrued expenses and
other current liabilities.
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.
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.
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.
The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income
tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in
the period in which the change in judgment occurs.
Our continuing practice is to recognize interest and penalties related to income tax matters as a component of income tax expense.
Sales, Use and Value Added Taxes
Taxes are assessed by various governmental authorities on many different types of transactions. Sales reported for product, installations and
services exclude taxes.
Derivatives and Hedging
Derivative instruments are recorded at fair value and included in the consolidated balance sheet as assets or liabilities. The Company has elected
not to designate its commodity derivative instruments as hedging instruments but rather as economic hedges whose changes in fair value of the derivative
instruments are recognized in our statement of operations in the caption (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.
The Company has designated its interest rate swap agreements as cash flow hedging derivatives. To the extent these derivative instruments are
effective and the accounting standard’s documentation requirements have been met, changes in fair value are recognized in other comprehensive income
(loss) until the underlying hedged item is recognized in earnings.
Fair Value Valuation Approach
The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible.
The Company determines fair value based on assumptions that market
F-15
participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in
fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the
following levels (see Note 7 to the consolidated financial statements):
•
•
•
Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the
measurement date.
Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for
substantially the full term of the asset or liability.
Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available,
thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.
Weather Hedge Contract
To partially mitigate the effect of 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 2021 and 2022. 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, for fiscal 2021 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. In fiscal year 2020 the Company reduced delivery and branch
expense under these contracts by $10.1 million and received the amount in full in April 2020. In fiscal year 2019 the Company increased delivery and
branch expense under these contracts by $2.1 million, and paid the amount in full in April 2019. For fiscal 2020 and 2021 the maximum that the Company
can receive annually is $12.5 million and the maximum that the Company would be obligated to pay annually is $5.0 million. For fiscal 2022 the
maximum that the Company can receive annually is $7.5 million and we do not have a potential obligation to pay.
Recently Adopted Accounting Pronouncements
In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASC Topic 842”). The update requires all leases with a term greater than twelve
months to be recognized on the balance sheet by recording (1) a lease liability that represents a lessee’s obligation to make lease payments arising from a
lease, measured at the present value of the remaining lease payments; and (2) a right-of-use (“ROU”) asset that represents the lessee’s right to use a
specified asset for the lease term, measured in an amount equal to the lease liability adjusted for accrued lease payments. The standard also requires the
disclosure of key information pertaining to leasing arrangements.
As of October 1, 2019, the Company adopted ASC Topic 842 using the modified retrospective transition approach as of the effective date as
permitted by the amendments in ASU 2018-11. As a result, the Company was not required to adjust its comparative period financial information for effects
of the standard or make the new required lease disclosures for periods before the date of adoption (i.e. October 1, 2019). The Company has elected to
adopt the package of transition practical expedients and, therefore, has not reassessed (1) whether existing or expired contracts contain a lease, (2) lease
classification for existing or expired leases or (3) the accounting for initial direct costs that were previously capitalized. We also elected a practical
expedient to not separate non-lease components from the lease components for properties and vehicles and excluded short term leases from the calculation
of right of use asset and operating lease liability. For certain leases relating to vehicles and equipment we elected to apply portfolio approach guidance and
accounted for leases with similar characteristics as a single lease. The Company did not elect the practical expedient to use hindsight for leases existing at
the adoption date.
The adoption of ASC Topic 842 had a material impact to the Company’s Consolidated Balance Sheet, but did not impact the Consolidated
Statement of Operations or Consolidated Statement of Partners’ Capital. The most
F-16
significant changes to the Consolidated Balance Sheet relate to the recognition of the following as of October 1, 2019: “Operating lease right-of-use
assets” in the amount of $104.7 million, “Current portion of operating lease liabilities” in the amount of $20.1 million and “Long-term operating lease
liabilities” in the amount of $89.9 million. The adoption of ASC Topic 842 also had no impact on operating, investing, or financing cash flows in the
Consolidated Statement of Cash Flows. However, ASC Topic has significantly affected the Company’s disclosures about noncash investing activities.
Additionally, the Company’s lease-related disclosures have significantly increased as of and for the year ended September 30, 2020 as compared to prior
years. See Note 2 – Summary of Significant Accounting Policies – Operating Lease Right-of-Use Assets and Related Lease Liabilities and Note 16 –
Leases for further details on the adoption of ASC Topic 842.
In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on
Financial Reporting. The Company adopted the ASU effective March 12, 2020. The update provides optional guidance for a limited period of time to ease
potential accounting impacts associated with transitioning away from reference rates that are expected to be discontinued, such as interbank offered rates
and LIBOR. The Company has $64.0 million of interest rate swap agreements at September 30, 2020 that are benchmarked against LIBOR, which the
Company has designated as cash flow hedging derivatives. This guidance includes practical expedients for contract modifications due to reference rate
reform. The Company has elected to adopt the practical expedient that the Company may change the contractual terms of the interest rate swap agreements
that are expected to be affected by reference rate reform and not be required to de-designate the hedging relationships. The adoption did not have an impact
on the Company’s consolidated financial statements and related disclosures.
Recently Issued Accounting Pronouncements
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. The
Company does not expect the adoption of ASU No. 2016-13 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. The Company does not expect ASU 2017-04
will have a material impact on its consolidated financial statements and related disclosures.
In August 2018, the FASB issued ASU No. 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General: Changes to the
Disclosure Requirements for Defined Benefit Plans, which modifies the disclosure requirements for employers that sponsor defined benefit pension or
other postretirement plans by removing and adding certain disclosures for these plans. The new guidance is effective for our annual reporting period
beginning in the first quarter of fiscal 2021. The Company does not expect ASU No. 2018-14 will have a material impact on its consolidated financial
statements and related disclosures.
In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software: Customer's Accounting for
Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract, which will align the requirements for capitalizing
implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to
develop or obtain internal-use software. The new guidance is effective for our annual reporting period beginning in the first quarter of fiscal 2021. The
Company does not expect ASU No. 2018-15 will have a material impact on its consolidated financial statements and related disclosures.
F-17
3) Revenue Recognition
The following disaggregates our revenue by major sources for the years ended September 30, 2020, 2019 and 2018:
(in thousands)
Petroleum Products:
Home heating oil and propane
Motor fuel and other petroleum products
Total petroleum products
Installations and Services:
Equipment installations
Equipment maintenance service contracts
Billable call services
Total installations and services
Total Sales
2020
Years Ended September 30,
2019
2018
$
$
924,421 $
261,605
1,186,026
1,099,874 $
366,172
1,466,045
101,699
120,388
59,345
281,432
1,467,458 $
101,709
120,138
65,980
287,827
1,753,872 $
1,084,827
319,543
1,404,370
98,064
111,361
64,042
273,467
1,677,837
Performance Obligations
Petroleum product revenues consist of home heating oil and propane as well as diesel fuel and gasoline. Revenues from petroleum products are
recognized at the time of delivery to the customer when control is passed from the Company to the customer. Revenue is measured as the amount of
consideration we expect to receive in exchange for transferring control of the petroleum products. Approximately 95% of our full service residential and
commercial home heating oil customers automatically receive deliveries based on prevailing weather conditions. We offer several pricing alternatives to
our residential home heating oil customers, including a variable price (market based) option and a price-protected option, the latter of which either sets the
maximum price or a fixed price that a customer will pay.
Equipment maintenance service contracts primarily cover heating, air conditioning, and natural gas equipment. We generally do not sell equipment
maintenance service contracts to heating oil customers that do not take delivery of product from us. The service contract period of our equipment
maintenance service contracts is generally one year or less. Revenues from equipment maintenance service contracts are recognized into income over the
terms of the respective service contracts, on a straight-line basis. Our obligation to perform service is consistent through the duration of the contracts, and
the straight-line basis of recognition is a faithful depiction of the transfer of our services. To the extent that the Company anticipates that future costs for
fulfilling its contractual obligations under its equipment service contracts will exceed the amount of deferred revenue currently attributable to these
contracts, the Company recognizes a loss in current period earnings equal to the amount that anticipated future costs exceed related deferred revenues.
Revenue from billable call services (repairs, maintenance and other services including plumbing) and equipment installations (heating, air
conditioning, and natural gas equipment) are recognized at the time that the work is performed.
Our standard payment terms are generally 30 days. Sales reported for product, installations and services exclude taxes assessed by various
governmental authorities.
Contract Costs
We have elected to recognize incremental costs of obtaining a contract, other than new residential product and equipment maintenance service
contracts, as an expense when incurred when the amortization period of the asset that we otherwise would have recognized is one year or less. We
recognize an asset for incremental commission expenses paid to sales personnel in conjunction with obtaining new residential customer product and
equipment maintenance service contracts. We defer these costs only when we have determined the commissions are, in fact, incremental and would not
have been incurred absent the customer contract. Costs to obtain a contract are amortized
F-18
and recorded ratably as delivery and branch expenses over the period representing the transfer of goods or services to which the assets relate. Costs to
obtain new residential product and equipment maintenance service contracts are amortized as expense over the estimated customer relationship period of
approximately five years. Deferred contract costs are classified as current or non-current within “Prepaid expenses and other current assets” and “Deferred
charges and other assets, net,” respectively. At September 30, 2020 the amount of deferred contract costs included in “Prepaid expenses and other current
assets” and “Deferred charges and other assets, net” was $3.4 million and $5.9 million, respectively. At September 30, 2019 the amount of deferred
contract costs included in “Prepaid expenses and other current assets” and “Deferred charges and other assets, net” was $3.4 million and $5.9 million,
respectively. For the years ended September 30, 2020 and September 30, 2019 we recognized expense of $4.0 million and $4.0 million, respectively,
associated with the amortization of deferred contract costs within delivery and branch expenses in the Consolidated Statement of Operations. We recognize
an impairment charge to the extent the carrying amount of a deferred cost exceeds the remaining amount of consideration we expect to receive in exchange
for the petroleum products and services related to the cost, less the expected costs related directly to providing those petroleum products and services that
have not yet been recognized as expenses. There have been no impairment charges recognized for the twelve months ended September 30, 2020.
Significant Judgments – Allocation of Transaction Price to Separate Performance Obligations
Our contracts with customers often include distinct performance obligations to transfer products and perform equipment maintenance services to a
customer that are accounted for separately. Judgment is required to determine the stand-alone selling price for each distinct performance obligation for the
purpose of allocating the transaction price to separate performance obligations. We determine the stand-alone selling price using information that may
include market conditions and other observable inputs and typically have more than one stand-alone selling price for petroleum products and equipment
maintenance services due to the stratification of those products and services by geography and customer characteristics.
Contract Liability Balances
The Company has contract liabilities for advanced payments received from customers for future oil deliveries (primarily amounts received from
customers on “smart pay” budget payment plans in advance of oil deliveries) and obligations to service customers with equipment maintenance service
contracts. Approximately 34% of our residential customers take advantage of our “smart pay” budget payment plan under which their estimated annual oil
and propane deliveries and service contract billings are paid for in a series of equal monthly installments. Our “smart pay” budget payment plans are
annual and generally begin outside of the heating season. We generally have received advanced amounts from customers on “smart pay” budget payment
plans prior to the heating season, which are reduced as oil deliveries are made. For customers that are not on “smart pay” budget payment plans, we
generally receive the full contract amount for equipment service contracts with customers at the outset of the contracts. Contract liabilities are recognized
straight-line over the service contract period, generally one-year or less. As of September 30, 2020 and September 30, 2019 the Company had contract
liabilities of $139.6 million and $127.0 million, respectively. During the year ended September 30, 2020 the Company recognized $118.6 million of
revenue that was included in the September 30, 2019 contract liability balance. During the year ended September 30, 2019 the Company recognized $111.0
million of revenue that was included in the September 30, 2018 contract liability balance.
4) Quarterly Distribution of Available Cash
The Company’s Partnership Agreement provides that beginning October 1, 2008, the minimum quarterly distributions on the common units will
start accruing at the rate of $0.0675 per quarter ($0.27 on an annual basis). In general, the Company intends to distribute to its partners on a quarterly basis,
all of its available cash, if any, in the manner described below. “Available cash” generally means, for any of its fiscal quarters, all cash on hand at the end of
that quarter, less the amount of cash reserves that are necessary or appropriate in the reasonable discretion of the general partners to:
•
•
provide for the proper conduct of the Company’s business including acquisitions and debt payments;
comply with applicable law, any of its debt instruments or other agreements; or
F-19
•
provide funds for distributions to the common unitholders during the next four quarters, in some circumstances.
Available cash will generally be distributed as follows:
•
•
•
•
•
first, 100% to the common units, pro rata, until the Company distributes to each common unit the minimum quarterly distribution of $0.0675;
second, 100% to the common units, pro rata, until the Company distributes to each common unit any arrearages in payment of the minimum
quarterly distribution on the common units for prior quarters;
third, 100% to the general partner units, pro rata, until the Company distributes to each general partner unit the minimum quarterly
distribution of $0.0675;
fourth, 90% to the common units, pro rata, and 10% to the general partner units, pro rata (subject to the Management Incentive Plan), until
the Company distributes to each common unit the first target distribution of $0.1125; and
thereafter, 80% to the common units, pro rata, and 20% to the general partner units, pro rata.
The Company is obligated to meet certain financial covenants under the fifth amended and restated credit agreement. The Company must maintain
excess availability of at least 15.0% of the revolving commitment then in effect and a fixed charge coverage ratio of 1.15 in order to make any distributions
to unitholders. (See Note 13—Long-Term Debt and Bank Facility Borrowings)
For fiscal 2020, 2019, and 2018, cash distributions declared per common unit were $0.515, $0.485, and $0.455, respectively.
For fiscal 2020, 2019, and 2018, $0.8 million, $0.7 million, and $0.6 million, respectively, of incentive distributions were paid to the general
partner, exclusive of amounts paid subject to the Management Incentive Plan.
5) Common Unit Repurchase Plans and Retirement
In July 2012, the Board adopted a plan to repurchase certain of the Company’s Common Units (the “Repurchase Plan”). Through August 2020, the
Company had repurchased approximately 14.4 million Common Units under the Repurchase Plan. In August 2020, the Board authorized an increase of the
number of Common Units that remained available for the Company to repurchase from 2.0 million to a total of 6.0 million, of which, 4.9 million were
available for repurchase in open market transactions and 1.1 million were available for repurchase in privately-negotiated transactions. The Company
repurchased approximately 3.7 million Common Units in fiscal year 2020, and repurchased 0.5 million total Common Units in October and November
2020 under the Repurchase Plan. 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.
F-20
Under the Credit Agreement dated December 4, 2019, 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
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. (See Note 13—Long-Term Debt and Bank Facility Borrowings). The following table shows repurchases under the Repurchase Plan.
(in thousands, except per unit amounts)
Period
Fiscal year 2012 to 2019 total
First quarter fiscal year 2020 total
Second quarter fiscal year 2020 total
Third quarter fiscal year 2020 total
July 2020
August 2020
September 2020
Fourth quarter fiscal year 2020 total
Fiscal year 2020 total
October 2020
November 2020
Total Number
of Units
Purchased
Average Price
Paid per Unit
(a)
13,340
1,281
782
1,155
725
159
255
1,139
4,357
308
$
$
$
$
$
$
$
$
$
$
1,553
$
8.08
9.42
8.33
8.15
8.97
9.33
9.63
9.17
8.82
9.64
9.83
Total Number
of Units
Purchased as
Part of
Publicly
Announced
Plans or
Programs
Maximum
Number
of Units that
May
Yet Be Purchased
10,896
650
782
1,155
725
159
255
1,139
3,726
308
153
956
306 (b)
524 (c)
2,869 (d)
2,144
5,985 (e)
5,730
5,730
5,730
5,422
(f),
(g)
5,269
(a)
(b)
(c)
(d)
(e)
(f)
(g)
Amounts include repurchase costs.
First quarter of fiscal year 2020 Common Units repurchased include 0.6 million common units acquired in a private transaction.
In February 2020, the Board authorized an increase in the number of Common Units available for repurchase from 0.1 million to 1.1 million.
In May 2020, the Board authorized an increase in the number of Common Units available for repurchase from 0.1 million to 3.6 million.
In August 2020, the Board authorized an increase in the number of Common Units available for repurchase from 2.0 million to 6.0 million
Of the total available for repurchase, approximately 4.2 million are available for repurchase in open market transactions and 1.1 million are
available for repurchase in privately-negotiated transactions.
On November 16, 2020, the Company entered into a Unit Purchase Agreement with Moab Partners, L.P. and purchased 1.4 million Common Units
in a private transaction for aggregate consideration of approximately $13.8 million. The purchase was made outside of the Company’s unit
repurchase plan.
F-21
6) Captive Insurance Collateral
The Company considers all of its captive insurance collateral to be available-for-sale investments. Investments at September 30, 2020 consist of the
following (in thousands):
Cash and Receivables
U.S. Government Sponsored Agencies
Corporate Debt Securities
Foreign Bonds and Notes
Total
Amortized Cost
1,152
42,032
21,666
2,992
67,842
Gross Unrealized Gain
—
$
229
1,660
82
1,971
$
$
$
$
$
Gross Unrealized
(Loss)
Fair Value
—
(26)
—
—
(26)
$
$
1,152
42,235
23,326
3,074
69,787
Investments at September 30, 2019 consist of the following (in thousands):
Cash and Receivables
U.S. Government Sponsored Agencies
Corporate Debt Securities
Foreign Bonds and Notes
Total
Amortized Cost
Gross Unrealized
Gain
Gross Unrealized
(Loss)
Fair Value
$
$
509
29,055
23,831
4,066
57,461
$
$
—
198
773
61
1,032
$
$
—
(3)
—
—
(3)
$
$
509
29,250
24,604
4,127
58,490
Maturities of investments were as follows at September 30, 2020 (in thousands):
Due within one year
Due after one year through five years
Due after five years through ten years
Total
Net Carrying Amount
$
$
7,480
54,068
8,239
69,787
7) Derivatives and Hedging—Disclosures and Fair Value Measurements
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. 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 has elected not to designate its commodity 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 September 30, 2020, 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: 11.3 million
gallons of swap contracts with a notional value of $16.0 million and a fair value of $(2.6) million, 8.5 million gallons of call options with a notional value
of $17.4 million and a fair value of $0.1 million, 5.1 million gallons of put options with a notional value of $4.2 million and a fair value of $0.2 million,
and 80.7 million net gallons of synthetic call options with an average notional value of $123.4 million and a fair value of $(8.6) million. To hedge the inter-
month differentials for its price-protected customers, its physical inventory on hand and inventory in transit, the Company, as of September 30, 2020, had
19.2 million gallons of purchased short swap contracts with a notional value of $22.7 million and a fair
F-22
value of less than $0.1 million, 3.8 million gallons of purchased long future contracts that settle daily with a notional value of $5.4 million and a fair value
of $(0.4) million, and 11.1 million gallons of short future contracts that settle daily with a notional value of $14.3 million and a fair value of $0.7 million.
To hedge its internal fuel usage and other related activities for fiscal 2021, the Company, as of September 30, 2020, had 7.0 million gallons of call options
and swap contracts with a notional value of $10.7 million and a fair value of $(0.4) million that settle in future months.
As of September 30, 2019, 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: 15.5 million
gallons of swap contracts with a notional value of $29.7 million and a fair value of $(1.0) million, 6.1 million gallons of call options with a notional value
of $15.6 million and a fair value of $0.1 million, 5.9 million gallons of put options with a notional value of $7.7 million and a fair value of $28 thousand,
and 81.0 million net gallons of synthetic call options with an average notional value of $165.4 million and a fair value of $(7.2) million. To hedge the inter-
month differentials for its price-protected customers, its physical inventory on hand and inventory in transit, the Company, as of September 30, 2019, had
1.3 million gallons of purchased swap contracts with a notional value of $2.4 million and a fair value of $(0.1) million, 45.2 million gallons of purchased
future contracts that settle daily with a notional value of $83.2 million and a fair value of $(0.9) million, and 67.5 million gallons of short future contracts
that settle daily with a notional value of $124.9 million and a fair value of $0.2 million. To hedge its internal fuel usage and other related activities for fiscal
2020, the Company, as of September 30, 2019, had 4.2 million gallons of swap contracts with a notional value of $7.4 million and a fair value of $(0.3)
million that settle in future months
As of September 30, 2020, the Company has interest rate swap agreements in order to mitigate exposure to market risk associated with variable
rate interest on $64.0 million, or 52%, of its long term debt. The Company has designated its interest rate swap agreements as cash flow hedging
derivatives. To the extent these derivative instruments are effective and the accounting standard’s documentation requirements have been met, changes in
fair value are recognized in other comprehensive income until the underlying hedged item is recognized in earnings. As of September 30, 2020 the fair
value of the swap contracts was $(3.1) million. As of September 30, 2019, the notional value of the swap contracts was $45.0 million and the fair value of
the swap contracts was $(2.0) million. We utilized Level 2 inputs in the fair value hierarchy of valuation techniques to determine the fair value of the swap
contracts.
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., Toronto-Dominion Bank 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 September 30, 2020, the aggregate cash posted as collateral
in the normal course of business at counterparties was $0.1 million. Positions with counterparties who are also parties to our credit agreement are
collateralized under that facility. As of September 30, 2020, $11.1 million hedge positions and payable amounts were secured under the credit facility.
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 and interest rate
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.
F-23
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 commodity financial assets and liabilities measured at fair value on a recurring basis are listed on the following table.
(In thousands)
Derivatives Not Designated
as Hedging Instruments
Under FASB ASC 815-10
Commodity contracts
Commodity contracts
Commodity contracts
Commodity contracts
Commodity contract assets at September 30, 2020
Balance Sheet Location
Asset Derivatives at September 30, 2020
Total
Fair Value Measurements at
Reporting Date Using:
Quoted Prices
in Active
Markets for
Identical Assets
Level 1
Significant
Other
Observable
Inputs
Level 2
Fair liability value of derivative instruments
$
24,274 $
— $
24,274
Long-term derivative liabilities included in the
deferred charges and other assets, net and other
long-term liabilities, net balances
Liability Derivatives at September 30, 2020
Fair liability value of derivative instruments
$
(35,711) $
— $
(35,711)
1,890
26,164 $
$
—
— $
1,890
26,164
Long-term derivative liabilities included in the
deferred charges and other assets, net and other
long-term liabilities, net balances
Commodity contract liabilities at September 30, 2020
Commodity contracts
Commodity contracts
Asset Derivatives at September 30, 2019
Fair liability value of derivative instruments
Long-term derivative liabilities included in the
deferred charges and other assets, net and other
long-term liabilities, net balances
Commodity contract assets at September 30, 2019
(1,779)
(37,490) $
—
— $
(1,779)
(37,490)
13,824 $
— $
13,824
1,466
15,290 $
—
— $
1,466
15,290
$
$
$
Liability Derivatives at September 30, 2019
Fair liability value of derivative instruments
$
(22,086) $
— $
(22,086)
Commodity contracts
Commodity contracts
Long-term derivative liabilities included in the
deferred charges and other assets, net and other
long-term liabilities, net balances
(1,719)
(23,805) $
$
—
— $
(1,719)
(23,805)
Commodity contract liabilities at September 30, 2019
F-24
The Company’s commodity derivative assets (liabilities) offset by counterparty and subject to an enforceable master netting arrangement are listed
on the following table.
(In thousands)
Offsetting of Financial Assets (Liabilities)
and Derivative Assets (Liabilities)
Long-term derivative assets included in other long-term assets,
net
Fair liability value of derivative instruments
Long-term derivative liabilities included in other long-term
liabilities, net
Total at September 30, 2020
Long-term derivative assets included in other long-term assets,
net
Fair liability value of derivative instruments
Long-term derivative liabilities included in other long-term
liabilities, net
Total at September 30, 2019
Gross
Liabilities
Offset
in the
Statement
of Financial
Position
Net Assets
(Liabilities)
Presented
in the
Statement of
Financial
Position
Gross
Assets
Recognized
Gross Amounts Not Offset in the
Statement of Financial Position
Financial
Instruments
Cash
Collateral
Received
Net
Amount
$
$
$
$
$
1,605
24,274
(1,478) $
(35,711)
$
127
(11,437)
285
26,164
16
13,824
$
$
(301)
(37,490) $
(16)
(11,326) $
(16) $
(22,086)
—
$
(8,262)
1,450
15,290
$
(1,703)
(23,805) $
(253)
(8,515) $
—
—
—
—
—
—
—
—
$
$
$
$
—
—
—
—
—
—
—
—
$
$
$
$
127
(11,437)
(16)
(11,326)
—
(8,262)
(253)
(8,515)
(In thousands)
Derivatives Not
Designated as Hedging
Instruments Under FASB ASC 815-10
Commodity contracts
Commodity contracts
Commodity contracts
Commodity contracts
The Effect of Derivative Instruments on the Statement of Operations
Location of (Gain) or Loss Recognized in
Income on Derivative
Cost of product (a)
Cost of installations and service (a)
Delivery and branch expenses (a)
(Increase) / decrease in the fair value of derivative instruments (b)
Amount of (Gain) or Loss Recognized
Years Ended September 30,
2020
$ 10,462
607
$
$ 1,634
$ 2,755
2019
$ 9,266
836
$
$
596
$ 25,113
2018
$ 10,379
(726)
$
$ (1,403)
$ (11,408)
(a)
(b)
Represents realized closed positions and includes the cost of options as they expire.
Represents the change in value of unrealized open positions and expired options.
8) 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):
Product
Parts and equipment
Total inventory
September 30,
2020
2019
$
$
29,799
20,457
50,256
$
$
43,536
21,252
64,788
Product inventories were comprised of 26.9 million gallons and 22.8 million gallons on September 30, 2020 and September 30, 2019, respectively.
The Company has market price based product supply contracts for
F-25
approximately 240.5 million gallons of home heating oil and propane, and 44.2 million gallons of diesel and gasoline, which it expects to fully utilize to
meet its requirements over the next twelve months.
During fiscal 2020, Shell Oil Company, Motiva Enterprises LLC and Global Companies LLC provided approximately 13%, 12% and 11%
respectively, of our petroleum product purchases. No single supplier provided more than 10% of our product supply during fiscal 2019.
9) Property and Equipment
The components of property and equipment were as follows (in thousands):
Land and land improvements
Buildings and leasehold improvements
Fleet and other equipment
Tanks and equipment
Furniture, fixtures and office equipment
Total
Less accumulated depreciation and amortization
Property and equipment, net
September 30,
2020
2019
21,626 $
39,726
71,002
47,694
40,172
220,220
126,725
93,495 $
20,872
37,443
73,440
50,353
48,582
230,690
132,451
98,239
$
$
Depreciation and amortization expense was $15.0 million, $13.5 million, and $12.0 million, for the fiscal years ended September 30, 2020, 2019
and 2018 respectively.
10) Business Combinations
During fiscal 2020, the Company acquired two heating oil dealers for approximately $3.3 million; $3.0 million in cash and $0.3 million of
deferred liabilities. The gross purchase price was allocated $3.2 million to intangible assets, $0.6 million to fixed assets and reduced by $0.5 million in
working capital credits. The acquired companies’ operating results are included in the Company’s consolidated financial statements starting on their
respective acquisition date, and are not material to the Company’s financial condition, results of operations, or cash flows. The Company also completed
the purchase of fixed assets related to a fiscal 2019 acquisition of a heating oil dealer for an aggregate purchase price of approximately $1.2 million.
During fiscal 2019, the Company acquired one of its subcontractors, a liquid product dealer and the assets of a propane dealer for an aggregate
purchase price of approximately $60.9 million. The following table summarizes the final fair values and purchase price allocations in aggregate of the
assets acquired and liabilities assumed related to the fiscal 2019 acquisitions as of the respective acquisition dates.
F-26
(in thousands)
Receivables
Inventories
Prepaid expenses and other current assets
Property and equipment, net
Intangibles
Accrued expenses and other current liabilities
Unearned service contract revenue
Customer credit balances
Other long-term liabilities
Total net identifiable assets acquired
Total consideration
Less: Total net identifiable assets acquired
Goodwill
$
$
$
$
As of Acquisition Date
6,887
2,105
89
14,926
28,599
(366)
(2,800)
(3,399)
(1,275)
44,766
60,904
44,766
16,138
During fiscal 2018, the Company acquired five heating oil dealers and one motor fuel dealer for an aggregate purchase price of approximately
$25.2 million; $23.7 million in cash and $1.5 million of deferred liabilities. The gross purchase price was allocated $15.3 million to intangible assets,
$7.5 million to fixed assets and $2.4 million to working capital. The acquired companies’ operating results are included in the Company’s consolidated
financial statements starting on their respective acquisition date, and are not material to the Company’s financial condition, results of operations, or cash
flows.
11) Goodwill and Other Intangible Assets
Goodwill
A summary of changes in the Company’s goodwill during the fiscal years ended September 30, 2020 and 2019 are as follows (in thousands):
Balance as of September 30, 2018
Fiscal year 2019 business combinations
Balance as of September 30, 2019
Fiscal year 2020 business combinations
Goodwill included within assets held for sale
Balance as of September 30, 2020
$
$
228,436
16,138
244,574
184
(4,431)
240,327
Intangibles, net
Intangible assets subject to amortization consist of the following (in thousands):
Customer lists
Trade names and other intangibles
Total
2020
Gross
Carrying
Amount
Accum.
Amortization
$
$
382,942 $
37,382
420,324 $
312,928 $
17,103
330,031 $
F-27
September 30,
Gross
2019
Carrying
Amount
Net
70,014 $
20,279
90,293 $
382,373
37,739
420,112
Accum.
Amortization
297,221
$
15,203
312,424
$
$
$
Net
85,152
22,536
107,688
Amortization expense for intangible assets was $19.6 million, $19.4 million, and $19.6 million, for the fiscal years ended September 30, 2020,
2019, and 2018, respectively. Total estimated annual amortization expense related to intangible assets subject to amortization, for the year ended
September 30, 2021 and the four succeeding fiscal years ended September 30, is as follows (in thousands):
2021
2022
2023
2024
2025
Amount
17,376
15,318
13,705
11,351
9,076
$
$
$
$
$
12) Accrued Expenses and Other Current Liabilities
The components of accrued expenses and other current liabilities were as follows (in thousands):
Accrued wages and benefits
Accrued insurance
Other accrued expenses and other current liabilities
Total accrued expenses and other current liabilities
13) Long-Term Debt and Bank Facility Borrowings
The Company's debt is as follows
(in thousands):
Revolving Credit Facility Borrowings
Senior Secured Term Loan (b)
Total debt
Total short-term portion of debt (c)
Total long-term portion of debt (c)
September 30,
2020
2019
37,359
78,993
10,934
127,286
$
$
26,747
81,443
12,649
120,839
$
$
September 30,
2020
2019
Carrying
Amount
—
122,805
122,805
Fair Value (a)
—
$
123,500
123,500
$
13,000
109,805
$
$
13,000
110,500
$
$
$
$
$
$
$
$
Carrying
Amount
61,500
91,947
153,447
33,000
120,447
$
$
$
Fair Value (a)
$
61,500
92,500
154,000
33,000
121,000
The face amount of the Company’s variable rate long-term debt approximates fair value.
(a)
(b) Carrying amounts are net of unamortized debt issuance costs of $0.7 million as of September 30, 2020 and $0.6 million as of September 30,
2019.
(c) On December 4, 2019, the Company refinanced its five-year term loan and the revolving credit facility with the execution of the fifth
amended and restated revolving credit facility agreement. As of September 30, 2019, the Company has classified $37.5 million of its
revolving credit facility borrowings as long term debt and repaid it on December 4, 2019 using proceeds provided by the fifth amended and
restated revolving credit facility agreement.
F-28
On December 4, 2019, the Company refinanced its five-year term loan and the revolving credit facility with the execution of the fifth amended and
restated revolving credit facility agreement (the “credit agreement”) with a bank syndicate comprised of eleven 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 $130 million five-year senior secured term loan (“Term
Loan”), allows for the issuance of up to $25 million in letters of credit, and has a maturity date of December 4, 2024.
The Company can increase the revolving credit facility size by $200 million without the consent of the bank group. However, the bank group is not
obligated to fund the $200 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, which shall not be unreasonably withheld. Obligations under the credit agreement 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 credit agreement become due and payable on the facility termination date of December 4, 2024. The Term Loan
is repayable in quarterly payments of $3.25 million, the first of which was made on April 1, 2020, plus an annual payment equal to 25% of the annual
Excess Cash Flow as defined in the credit agreement (an amount not to exceed $12 million annually), less certain voluntary prepayments made during the
year, with final payment at maturity. On November 5, 2020, the Company obtained a waiver from the bank group that waived the Excess Cash Flow
payment for the fiscal year ended September 30, 2020.
The interest rate on the revolving credit facility and the term loan is based on a margin over LIBOR or a base rate. At September 30, 2020, the
effective interest rate on the term loan and revolving credit facility borrowings was approximately 5.2% and 4.0%, respectively. At September 30, 2019, the
effective interest rate on the term loan and revolving credit facility borrowings was approximately 5.9% and 4.6%, respectively.
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 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 cannot be more than 3.0 as calculated as of the quarters ending June or
September, and no more than 4.5 as calculated as of the quarters ending December or March.
Certain restrictions are also imposed by the credit 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 September 30, 2020, $123.5 million of the term loan was outstanding, no amount was outstanding under the revolving credit facility, $11.1
million hedge positions were secured under the credit agreement and $3.5 million of letters of credit were issued and outstanding. At September 30, 2019,
$92.5 million of the term loan was outstanding, $61.5 million amount was outstanding under the revolving credit facility, $7.7 million hedge positions were
secured under the fourth amended and restated credit agreement and $4.6 million of letters of credit were issued and outstanding.
At September 30, 2020, availability was $203.4 million, the Company was in compliance with the fixed charge coverage ratio and the senior
secured leverage ratio, and the restricted net assets totaled approximately $245.8 million. Restricted net assets are assets in the Company’s subsidiaries, the
distribution or transfer of which to Star Group, L.P. are subject to limitations under its credit agreement. At September 30, 2019, availability was $126.1
million, the Company was in compliance with the fixed charge coverage ratio and the senior secured leverage ratio, and the restricted net assets totaled
approximately $250.9 million.
F-29
As of September 30, 2020, the maturities (including working capital borrowings and expected repayments due to Excess Cash Flow) during fiscal
years ending September 30, considering the terms of our credit agreement, are set forth in the following table (in thousands):
2021
2022
2023
2024
2025
Thereafter
14) Employee Benefit Plans
Defined Contribution Plans
$
$
$
$
$
$
13,000
13,000
13,000
13,000
71,500
—
The Company has several 401(k) and other defined contribution plans that cover eligible non-union and union employees, and makes employer
contributions to these plans, subject to IRS limitations. These plans provide for each participant to contribute from 0% to 60% of compensation, subject to
IRS limitations. The Company’s aggregate contributions to the 401(k) plans during fiscal 2020, 2019, and 2018, were $7.9 million, $7.6 million, and
$6.7 million, respectively. The Company’s aggregate contribution to the other defined contribution plans for fiscal years 2020, 2019, and 2018, were $0.6
million, $0.6 million, and $0.6 million respectively.
Management Incentive Compensation Plan
The Company has a Management Incentive Compensation Plan (“the Plan”). The long-term compensation structure is intended to align the
employee’s performance with the long-term performance of our unitholders. Under the Plan, certain named employees who participate shall be entitled to
receive a pro rata share of an amount in cash equal to:
•
•
50% of the distributions (“Incentive Distributions”) of Available Cash in excess of the minimum quarterly distribution of $0.0675 per unit
otherwise distributable to Kestrel Heat pursuant to the Company Agreement on account of its general partner units; and
50% of the cash proceeds (the “Gains Interest”) which Kestrel Heat shall receive from the sale of its general partner units (as defined in the
Partnership Agreement), less expenses and applicable taxes.
The pro rata share payable to each participant under the Plan is based on the number of participation points as described under “Fiscal 2020
Compensation Decisions—Management Incentive Compensation Plan.” The amount paid in Incentive Distributions is governed by the Partnership
Agreement and the calculation of Available Cash.
To fund the benefits under the Plan, Kestrel Heat has agreed to forego receipt of the amount of Incentive Distributions that are payable to plan
participants. For accounting purposes, amounts payable to management under this Plan will be treated as compensation and will reduce net income. Kestrel
Heat has also agreed to contribute to the Company, as a contribution to capital, an amount equal to the Gains Interest payable to participants in the Plan by
the Company. The Company is not required to reimburse Kestrel Heat for amounts payable pursuant to the Plan.
The Plan is administered by the Company’s Chief Financial Officer under the direction of the Board or by such other officer as the Board may from
time to time direct. In general, no payments will be made under the Plan if the Company is not distributing cash under the Incentive Distributions described
above.
In fiscal 2012, the Board of Directors adopted certain amendments (the “Plan Amendments”) to the Plan. Under the Plan Amendments, the number
and identity of the Plan participants and their participation interests in the Plan have been frozen at the current levels. In addition, under the Plan
Amendments, the plan benefits (to the extent vested) may be transferred upon the death of a participant to his or her heirs. A participant’s vested percentage
of his or her plan benefits will be 100% during the time a participant is an employee or consultant of the Company. Following the termination of such
positions, a participant’s vested percentage is equal to 20% for each full or partial
F-30
year of employment or consultation with the Company starting with the fiscal year ended September 30, 2012 (33 1/3% in the case of the Company’s chief
executive officer at that time).
The Company distributed to management and the general partner Incentive Distributions of approximately $1,654,000 during fiscal 2020,
$1,464,000 during fiscal 2019, and $1,199,000 during fiscal 2018. Included in these amounts for fiscal 2020, 2019, and 2018, were distributions under the
management incentive compensation plan of $827,000, $732,000, and $600,000, respectively, of which named executive officers received approximately
$349,494 during fiscal 2020, $397,430 during fiscal 2019, and $267,082 during fiscal 2018. With regard to the Gains Interest, Kestrel Heat has not given
any indication that it will sell its general partner units within the next twelve months. Thus the Plan’s value attributable to the Gains Interest currently
cannot be determined.
Multiemployer Pension Plans
At September 30, 2020, approximately 44% of our employees were covered by collective bargaining agreements and approximately 8% of our
employees are in collective bargaining agreements that are up for renewal within the next fiscal year. We contribute to various multiemployer union
administered pension plans under the terms of collective bargaining agreements that provide for such plans for covered union-represented employees. The
risks of participating in these multiemployer plans are different from single-employer plans in that assets contributed are pooled and may be used to
provide benefits to employees of other participating employers. If a participating employer stops contributing to the plan, the remaining participating
employers may be required to bear the unfunded obligations of the plan. If we choose to stop participating in a multiemployer plan, we may be required to
pay a withdrawal liability in part based on the underfunded status of the plan.
The following table outlines our participation and contributions to multiemployer pension plans for the periods ended September 30, 2020, 2019,
and 2018. The EIN/Pension Plan Number column provides the Employer Identification Number (“EIN”) and the three-digit plan number. The most recent
Pension Protection Act Zone Status for 2020 and 2019 relates to the plans’ two most recent fiscal year-ends, based on information received from the plans
as reported on their Form 5500 Schedule MB. Among other factors, plans in the red zone are generally less than 65 percent funded and are designated as
critical or critical and declining, plans in the yellow zone are less than 80 percent funded and are designated as endangered, and plans in the green zone are
at least 80 percent funded. As of September 30, 2020 the New England Teamsters and Trucking Industry Pension Fund (“the NETTI Fund”), IAM National
Pension, Teamsters Local 469 Pension and Local 445 Pension funds have been classified as carrying “red zone” status, meaning that the value of fund’s
assets are less than 65% of the actuarial value of the fund’s benefit obligations or have made a voluntary election. The FIP/RP Status Pending/Implemented
column indicates plans for which a financial improvement plan (“FIP”) or a rehabilitation plan (“RP”) is either pending or has been implemented. Certain
plans have been aggregated in the All Other Multiemployer Pension Plans line of the following table, as our participation in each of these individual plans
is not significant.
For the Westchester Teamsters Pension Fund, Local 553 Pension Fund and Local 463 Pension Fund, we provided more than 5 percent of the total
plan contributions from all employers for 2020, 2019 and 2018, as disclosed in the respective plan’s Form 5500. The collective bargaining agreements of
these plans require contributions based on the hours worked and there are no minimum contributions required.
F-31
Pension Fund
New England Teamsters and Trucking
Industry Pension Fund
Westchester Teamsters Pension Fund
EIN
/ Pension Plan
Number
04-6372430
13-6123973
/ 001 Green Green
Local 553 Pension Fund
13-6637826
/ 001 Green Green
Local 463 Pension Fund
11-1800729
/ 001 Green Green
IAM National Pension Fund
51-6031295
Pension Protection
Act Zone
Status
FIP / RP Status
Company
Contributions
(in thousands)
2020
2019 Pending / Implemented
2020
2019
2018
Expiration Date
of Collective-
Bargaining
Agreements
Surcharge
Imposed
/ 001 Red Red Yes / Implemented $ 2,659 $ 2,468 $ 2,455
No
N/A
N/A
N/A
887 1,039
846
No
2,678 3,114 2,888
No
138
144
145
No
4/30/21 to
4/30/23
1/31/24 to
12/31/24
12/15/22 to
1/15/23
6/30/22 to
2/28/23
12/31/20 to
7/01/23
Teamsters Local 469 Pension Plan
22-6172237
/ 002 Red Red Yes / Implemented 2,822 2,296 2,320 Yes
Local 445 Pension Fund
13-1864489
/ 001 Red Red Yes / Implemented
5
4
4 Yes
10/31/21
/ 001 Red Red Yes / Implemented
20
26
46 Yes
8/31/21
All Other Multiemployer Pension
Plans
Total Contributions $ 9,657 $ 9,598 $ 9,141
448
507
437
Agreement with the New England Teamsters and Trucking Industry Pension Fund
In fiscal 2015, the Teamsters ratified an agreement among certain subsidiaries of the Company and the NETTI Fund, a multiemployer pension plan
in which such subsidiaries participate, providing for the Company’s participating subsidiaries to withdraw from the NETTI Fund’s original employer pool
and enter the NETTI Fund’s new employer pool. The NETTI Fund includes over two hundred of our current employees. The withdrawal from the original
employer pool triggered an undiscounted withdrawal obligation of $48.0 million that is to be paid in equal monthly installments over 30 years, or
$1.6 million per year.
Our status in the newly-established pool of the NETTI Fund is accounted for as participation in a new multiemployer pension plan, and therefore
we recognize expense based on the contractually-required contribution for each period, and we recognize a liability for any contributions due and unpaid at
the end of a reporting period.
As of September 30, 2020 we had $0.2 million and $16.7 million balances included in the captions accrued expenses and other current liabilities
and other long-term liabilities, respectively, on our 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 September 30, 2020 was $29.0 million. We utilized Level 2 inputs in the fair value hierarchy of valuation techniques to determine
the fair value of this liability.
Defined Benefit Plans
The Company has two frozen defined benefit pension plans (“the Plan”). The Company has no post-retirement benefit plans.
F-32
Effective September 30, 2020, the Company adopted the Society of Actuaries 2020 Mortality Tables Report and Improvement Scale, which
updated the mortality assumptions that private defined benefit retirement plans in the United States use in the actuarial valuations that determine a plan
sponsor’s pension obligations. The updated mortality data reflects decreased mortality improvement than assumed in the Society of Actuaries 2019
Mortality Table Report and Improvement Scale, and affected plans generally expect the value of the actuarial obligations to decrease, depending on the
specific demographic characteristics of the plan participants and the types of benefits.
F-33
The following table provides the net periodic benefit cost for the period, a reconciliation of the changes in the Plan assets, projected benefit
obligations, and the amounts recognized in other comprehensive income and accumulated other comprehensive income at the dates indicated using a
measurement date of September 30 (in thousands):
Net Periodic
Pension
Cost in
Income
Statement
Cash
Fair
Value of
Pension
Plan
Assets
Projected
Benefit
Obligation
Other
Comprehensive
(Income) / Loss
Debit / (Credit)
Fiscal Year 2018
Beginning balance
Interest cost
Actual return on plan assets
Employer contributions
Benefit payments
Investment and other expenses
Difference between actual and expected return on plan assets
Anticipated expenses
Actuarial loss
Amortization of unrecognized net actuarial loss
Annual cost/change
Ending balance
$
Funded status at the end of the year
Fiscal Year 2019
Interest cost
Actual return on plan assets
Employer contributions
Benefit payments
Investment and other expenses
Difference between actual and expected return on plan assets
Anticipated expenses
Actuarial loss
Amortization of unrecognized net actuarial loss
Annual cost/change
Ending balance
Funded status at the end of the year
$
Fiscal Year 2020
Interest cost
Actual return on plan assets
Employer contributions
Benefit payments
Investment and other expenses
Difference between actual and expected return on plan assets
Anticipated expenses
Actuarial loss
Amortization of unrecognized net actuarial loss
Annual cost/change
Ending balance
$
Funded status at the end of the year
2,279
942
(394)
(3,705)
328
1,791
1,241
$
65,676
$
(1,653)
(942)
1,653
(4,463)
(65,781)
(2,279)
4,463
394
(328)
3,989
$
(1,653)
(3,752)
61,924
$
$
6,239
(59,542)
2,382
$
$
—
9,380
—
(4,466)
(2,366)
4,466
483
(310)
(7,738)
—
$
4,914
66,838
$
(5,465)
(65,007)
1,831
$
$
—
6,538
—
(4,288)
(1,875)
4,288
539
(334)
(3,009)
—
$
2,250
69,088
$
(391)
(65,398)
3,690
$
$
2,366
(9,380)
(483)
7,086
310
1,821
1,720
$
1,875
(6,538)
(539)
4,268
334
1,617
1,017
$
F-34
Gross Pension
Related
Accumulated
Other
Comprehensive
Income
$
18,348
3,705
(3,989)
(1,791)
(2,075)
(2,075)
16,273
$
(7,086)
7,738
(1,821)
(1,169)
$
(1,169)
15,104
(4,268)
3,009
(1,617)
(2,876)
$
(2,876)
12,228
At September 30, 2020 the amounts included on the balance sheet in deferred charges and other assets were $3.7 million, and at September 30,
2019 the amounts included on the balance sheet in deferred charges and other assets were $1.8 million.
The $12.2 million net actuarial loss balance at September 30, 2020 for the two frozen defined benefit pension plans in accumulated other
comprehensive income will be recognized and amortized into net periodic pension costs as an actuarial loss in future years. The estimated amount that will
be amortized from accumulated other comprehensive income into net periodic pension cost over the next fiscal year is $0.9 million.
Weighted-Average Assumptions Used in the Measurement of the Company’s Benefit
Obligation
Discount rate at year end date
Expected return on plan assets for the year ended
Rate of compensation increase
2020
2.45%
4.36%
N/A
September 30,
2019
3.00%
4.67%
N/A
2018
4.15%
4.86%
N/A
The expected return on plan assets is determined based on the expected long-term rate of return on plan assets and the market-related value of plan
assets determined using fair value.
The Company’s expected long-term rate of return on plan assets is updated at least annually, taking into consideration our asset allocation,
historical returns on the types of assets held, and the current economic environment. For fiscal year 2021, the Company’s assumption for return on plan
assets will be 3.7% per annum.
The discount rate used to determine net periodic pension expense for fiscal year 2020, 2019, and 2018 was 2.45%, 3.00%, and 4.15%, respectively.
The discount rate used by the Company in determining pension expense and pension obligations reflects the yield of high quality (AA or better rating by a
recognized rating agency) corporate bonds whose cash flows are expected to match the timing and amounts of projected future benefit payments.
The Plan’s objectives are to have the ability to pay benefit and expense obligations when due, to maintain the funded ratio of the Plan, to maximize
return within reasonable and prudent levels of risk in order to minimize contributions and charges to the profit and loss statement, and to control costs of
administering the Plan and managing the investments of the Plan. The target asset allocation of the Plan (currently 90% domestic fixed income, 7%
domestic equities and 2% international equities and 1% cash and cash equivalents) is based on a long-term perspective, and as the Plan gets closer to being
fully funded, the allocations have been adjusted to lower volatility from equity holdings.
The Company had no Level 2 or Level 3 pension plan assets during the two years ended September 30, 2020. The fair values and percentage of the
Company’s pension plan assets by asset category are as follows (in thousands):
September 30,
2020
2019
Asset Category
Corporate and U.S. government bond fund (1)
U.S. large-cap equity (1)
International equity (1)
Cash
Total
$
$
Level 1
Concentration
Percentage
90%
7%
2%
1%
100%
62,602
5,006
1,158
322
69,088
$
$
Level 1
Concentration
Percentage
90%
7%
2%
1%
100%
60,720
4,632
1,119
367
66,838
(1)
Represent investments in Vanguard funds that seek to replicate the asset category description.
The Company is not obligated to make a minimum required contribution in fiscal year 2021, and currently does not expect to make an optional
pension contribution.
F-35
Expected benefit payments over each of the next five years will total approximately $4.3 million per year. Expected benefit payments for the five
years thereafter will aggregate approximately $18.3 million.
15) Income Taxes
The Coronavirus Aid, Relief, and Economic Security (CARES) Act was signed into law on March 27, 2020. The CARES Act allows employers to
defer the payment of the employer's portion of Social Security taxes for period beginning March 27, 2020 and ending December 31, 2020 to years 2021 and
2022. The company has elected to defer the payment of its portion of Social Security taxes through September 30, 2020 of $6.5 million and recorded a
related deferred tax asset of $0.9 million at September 30, 2020.
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). The re-measurement
of the deferred tax assets and liabilities for the enacted Tax Reform Act resulted in an $11.1 million discrete tax benefit recorded as of September 30,
2018.
Income tax expense is comprised of the following for the indicated periods (in thousands):
Current:
Federal
State
Deferred
Federal
State
2020
Years Ended September 30,
2019
2018
$
$
17,083 $
7,086
(2,643)
(901)
20,625 $
$
7,921
4,722
(3,168)
(1,958)
$
7,517
(6,067)
(1,016)
11,052
3,633
7,602
The provision for income taxes differs from income taxes computed at the Federal statutory rate as a result of the following (in thousands):
Income from continuing operations before taxes
Provision for income taxes:
Tax at Federal statutory rate
Effect of the tax reform on deferred taxes
Impact of Company loss not subject to federal income taxes
State taxes net of federal benefit
Permanent differences
Change in valuation allowance net of effect of the tax reform
Other
2020
Years Ended September 30,
2019
2018
76,543 $
25,154 $
63,107
16,074 $
—
—
5,224
89
(113)
(649)
20,625 $
5,282 $
—
—
1,626
345
23
241
7,517 $
17,266
(11,101)
53
1,864
99
107
(686)
7,602
$
$
$
The Tax at Federal statutory rate is determined based on income from continuing operations before tax and the enacted Federal statutory rate. For
first quarter of fiscal 2018 the Federal statutory rate was 35%. For the remainder of fiscal 2018 and fiscal years 2019 and 2020 the Federal statutory rate
was 21%. In fiscal 2018, income from continuing operations before tax was $28.7 million in the first quarter, and $34.4 million for the remainder of the
fiscal year.
F-36
The components of the net deferred taxes for the years ended September 30, 2020 and September 30, 2019 using current tax rates are as follows (in
thousands):
Deferred tax assets:
Operating lease liabilities
Net operating loss carryforwards
Vacation accrual
Pension accrual
Allowance for bad debts
Insurance accrual
Inventory capitalization
Fair value of derivative instruments
Other, net
Total deferred tax assets
Valuation allowance
Net deferred tax assets
Deferred tax liabilities:
Operating lease right-of-use assets
Property and equipment
Intangibles
Other, net
Total deferred tax liabilities
Net deferred taxes
September 30,
2020
2019
$
$
$
$
$
29,997 $
5,620
2,931
3,807
1,653
2,283
641
3,556
1,208
51,696
(3,890)
47,806 $
28,492 $
14,305
19,091
3,145
65,033 $
(17,227) $
—
6,292
2,774
4,504
2,235
2,419
247
2,794
—
21,265
(4,003)
17,262
—
13,485
21,883
2,010
37,378
(20,116)
In order to fully realize the net deferred tax assets, the Company’s corporate subsidiaries will need to generate future taxable income. 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. The net change in the total valuation allowance for the fiscal year ended September 30, 2020 was $(0.1) million. The net
change in the total valuation allowance for the fiscal year ended September 30, 2019 was less than $0.1 million. Based upon a review of a number of
factors and all available evidence, including recent historical operating performance, the expectation of sustainable earnings, and the confidence that
sufficient positive taxable income will continue in all tax jurisdictions for the foreseeable future, management concludes for the year ended September 30,
2020, it is more likely than not that the Company will realize the full benefit of its deferred tax assets, net of existing valuation allowance related to State
net operating loss carryforwards at September 30, 2020.
As of January 1, 2020, the Company had State tax effected net operating loss carry forwards (“NOLs”) of approximately $2.2 million after
consideration of valuation allowances. The State NOLs, which will expire between 2023 and 2037, are generally available to offset any future taxable
income in certain states
At September 30, 2020, we did not have unrecognized income tax benefits.
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.
F-37
16) Leases
The Company has entered into certain operating leases for office space, vehicles and other equipment with lease terms between one to fifteen
years, expiring between 2020 and 2033. Some of the Company’s real estate property lease agreements have options to extend the leases for up to ten years.
A summary of total lease costs and other information for the twelve months ended September 30, 2020 is as follows:
(in thousands)
Lease cost:
Operating lease cost
Short-term lease cost
Variable lease cost
Total lease cost
Other information:
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases
Right-of-use assets obtained in exchange for new operating lease liabilities
September 30,
2020
25,396
775
5,255
31,426
24,943
20,487
$
$
$
$
As of September 30, 2020, our operating leases had a weighted average remaining lease term of 7.1 years and a weighted average discount rate
of 4.9%. Maturities of noncancelable operating lease liabilities as of September 30, 2020 are as follows:
(in thousands)
2021
2022
2023
2024
2025
Thereafter
Total undiscounted lease payments
Less imputed interest
Total lease liabilities
September 30,
2020
23,743
19,619
16,675
14,725
12,800
38,014
125,576
(20,529)
105,047
$
$
Maturities of operating lease liabilities under noncancelable operating leases (within initial ore remaining lease terms in excess of one year)
presented undiscounted under ASC Topic 840 as prescribed by ASC Topic 842 as of September 30, 2019 were as follows:
(in thousands)
2020
2021
2022
2023
2024
Thereafter
Total future minimum lease payments
F-38
September 30,
2019
$
$
24,082
20,875
16,687
13,344
11,114
43,506
129,608
Rent expense for the fiscal years ended September 30, 2019, and 2018 under ASC Topic 840 was $26.2 million, and $23.3 million, respectively.
17) Supplemental Disclosure of Cash Flow Information
(in thousands)
Cash paid during the period for:
Income taxes, net
Interest
18) Commitments and Contingencies
2020
Years Ended September 30,
2019
2018
$
$
25,292 $
11,722 $
5,133 $
12,601 $
2,569
8,925
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, 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.
19) Earnings per Limited Partner Units
The following table presents the net income allocation and per unit data:
Basic and Diluted Earnings Per Limited Partner:
(in thousands, except per unit data)
Net income
Less General Partners’ interest in net income
Net income available to limited partners
Less dilutive impact of theoretical distribution of
earnings *
Limited Partner’s interest in net income
Per unit data:
Basic and diluted net income available to limited partners
Less dilutive impact of theoretical distribution of
earnings *
Limited Partner’s interest in net income under
Years Ended September 30,
2019
2018
2020
$
55,918
377
55,541
$
17,637
95
17,542
55,505
314
55,191
6,812
48,729
$
—
17,542
$
6,340
48,851
1.22
$
0.35
$
1.01
0.15
1.07
$
—
0.35
$
0.12
0.89
$
$
$
$
Weighted average number of Limited Partner units outstanding
45,656
50,814
54,764
*
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 period were distributed, based on the terms of the Partnership agreement,
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.
F-39
20) Selected Quarterly Financial Data (unaudited)
(in thousands - except per unit data)
Sales
Gross profit for product, installation and service
Operating income (loss)
Income (loss) before income taxes
Net income (loss)
Limited Partner interest in net income (loss)
Net income (loss) per Limited Partner unit:
Basic and diluted (a)
(in thousands - except per unit data)
Sales
Gross profit for product, installation and service
Operating income (loss)
Income (loss) before income taxes
Net income (loss)
Limited Partner interest in net income (loss)
Net income (loss) per Limited Partner unit:
Basic and diluted (a)
Three Months Ended
$
Dec. 31,
2019
508,945 $
147,603
42,451
39,537
27,755
27,563
Mar. 31,
2020
543,063 $
196,440
86,117
83,108
58,408
57,999
Jun. 30,
2020
232,155 $
84,159
498
(2,051)
(46)
(45)
$
Sep. 30,
2020
183,295
46,818
(36,098)
(44,051)
(30,199)
(29,976)
Total
1,467,458
475,020
92,968
76,543
55,918
55,541
$
0.49 $
1.03 $
— $
(0.68) $
1.07
Three Months Ended
$
Dec. 31,
2018
535,027 $
154,484
6,063
3,288
2,315
2,300
Mar. 31,
2019
699,582 $
218,549
105,002
101,564
72,325
71,871
Jun. 30,
2019
283,376 $
66,191
(29,933)
(33,153)
(23,098)
(22,948)
Sep. 30,
2019
235,887 $
48,482
(43,782)
(46,545)
(33,905)
(33,681)
Total
1,753,872
487,706
37,350
25,154
17,637
17,542
$
0.04 $
1.15 $
(0.46) $
(0.69) $
0.35
(a)
The sum of the quarters do not add-up to the total due to the weighting of Limited Partner Units outstanding, rounding or the theoretical effects of
FASB ASC 260-10-45-60 to Master Limited Partners earnings per unit.
21) Subsequent Events
Quarterly Distribution Declared
In October 2020, we declared a quarterly distribution of $0.1325 per unit, or $0.53 per unit on an annualized basis, on all Common Units with
respect to the fourth quarter of fiscal 2020, paid on November 10, 2020, to holders of record on November 2, 2020. The amount of distributions in excess
of the minimum quarterly distribution of $0.0675, were distributed in accordance with our Partnership Agreement, subject to management incentive
compensation plan. As a result, $5.7 million was paid to the Common Unit holders, $0.2 million to the General Partner unit holders (including $0.2 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 October and November 2020, in accordance with the Repurchase Plan, the Company repurchased and retired 0.5 million Common Units at an
average price paid of $9.65 per unit.
On November 16, 2020, the Company entered into a Unit Purchase Agreement with Moab Partners, L.P. and purchased 1.4 million Common
Units in a private transaction for aggregate consideration of approximately $13.8 million. The purchase was made outside of the Company’s unit
repurchase plan.
Sale of Propane Assets
On October 27, 2020, we completed a sale of certain propane assets for $7.0 million.
F-40
Bank Waiver
On November 5, 2020, the Company obtained a waiver from the bank group that waived the Excess Cash Flow payment for the fiscal year ended
September 30, 2020.
F-41
STAR GROUP, L.P. (PARENT COMPANY)
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
Schedule I
(in thousands)
Balance Sheets
ASSETS
Current assets
Cash and cash equivalents
Prepaid expenses and other current assets
Total current assets
Investment in subsidiaries (a)
Total Assets
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities
Accrued expenses
Total current liabilities
Partners’ capital
Total Liabilities and Partners’ Capital
September 30,
2020
2019
$
$
$
$
45 $
313
358
255,465
255,823 $
3 $
3
255,820
255,823 $
50
232
282
260,601
260,883
43
43
260,840
260,883
(a)
Investments in Star Acquisitions, Inc. and subsidiaries are recorded in accordance with the equity method of accounting.
F-42
STAR GROUP, L.P. (PARENT COMPANY)
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
Schedule I
(in thousands)
Statements of Operations
Revenues
General and administrative expenses
Operating loss
Net loss before equity income
Equity income of Star Acquisitions Inc. and subs
Net income
2020
Years Ended September 30,
2019
2018
$
$
— $
1,327
(1,327)
(1,327)
57,245
55,918 $
— $
1,377
(1,377)
(1,377)
19,014
17,637 $
—
1,647
(1,647)
(1,647)
57,152
55,505
F-43
STAR GROUP, L.P. (PARENT COMPANY)
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
Schedule I
(in thousands)
Statements of Cash Flows
Cash flows provided by operating activities:
Net cash provided by operating activities (a)
Cash flows provided by investing activities:
Net cash provided by investing activities
Cash flows used in financing activities:
Distributions
Unit repurchase
Net cash used in financing activities
Net decrease in cash
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
(a) Includes distributions from subsidiaries
2020
Years Ended September 30,
2019
2018
$
62,877 $
76,942 $
52,317
—
—
—
(24,451)
(38,431)
(62,882)
(5)
50
45 $
(25,593)
(51,353)
(76,946)
(4)
54
50 $
(25,603)
(26,714)
(52,317)
—
54
54
62,877 $
76,942 $
52,317
$
$
F-44
STAR GROUP, L.P. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
Years Ended September 30, 2020, 2019, 2018
(in thousands)
Schedule II
Year
2020
2019
2018
Description
Allowance for doubtful accounts
Allowance for doubtful accounts
Allowance for doubtful accounts
(a)
Bad debts written off (net of recoveries).
F-45
Balance at
Beginning
of Year
Charged
to Costs &
Expenses
Other
Changes
Add (Deduct)
Balance at
End of Year
$
$
$
8,378 $
8,002 $
5,540 $
3,441 $
9,541
$
6,283 $
(5,698) (a) $
(9,165) (a)
$
(3,821) (a) $
6,121
8,378
8,002
Exhibit 10.17
UNIT PURCHASE AGREEMENT
THIS AGREEMENT dated as of the 6th day of December, 2019, by and between Star Group, L.P., a Delaware limited
partnership (hereinafter referred to as “Purchaser”), and Cat Rock Capital Management LP, a Delaware limited partnership
(hereinafter referred to as “Seller”).
Statement of Facts:
Units”).
A.
B.
Seller is the beneficial owner of common units of limited partnership interest of Purchaser (the “Common
Purchaser desires to purchase 631,104 Common Units (the “Units) from Seller and Seller desires to sell the
Units to Purchaser under the terms and conditions set forth herein below.
NOW, THEREFORE, in consideration of the mutual promises set forth herein, the parties agree and stipulate as
follows:
1.
Purchase and Sale. Purchaser shall purchase (the “Purchase”) the Units from Seller and Seller shall sell the
Units to Purchaser for the price and upon the other terms set forth herein.
2.
Purchase Price. Purchaser shall pay Seller $9.40 per Unit for a total purchase price for the Units of
$5,932,377.60 (the “Purchase Price”).
3.
Closing. Closing shall occur on the 9th day of December 2019 (the “Closing Date”), at the offices of Star
Group, L.P., (9 West Broad Street Street-Suite 310, Stamford, CT 06902.
4.
Delivery and Payment for Units.
On the Closing Date, Purchaser shall wire the Purchase Price to
Seller in accordance with written wire transfer instructions provided to Purchaser by Seller on or before the Closing Date. Upon
receipt of the Purchase Price, Seller shall deliver the Units to Purchaser electronically through DTC in accordance with written
instructions provided by Purchaser to Seller on or before the Closing Date.
5.
Representations and Warranties of Seller. Seller hereby represents and warrants to Purchaser as follows:
(i) upon receipt of the Purchase Price as provided in this Agreement, Seller will deliver good and valid title to the Units, free and
clear from all liens, claims and encumbrances of any nature whatsoever, other than any liens, claims and encumbrances created
by Purchaser, (ii) the execution, delivery and performance of this Agreement has been duly authorized by all necessary action on
the part of Seller and this Agreement has been duly executed and delivered on behalf of Seller, and (iii) Seller has the power and
authority to execute, deliver and perform this Agreement.
6.
Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Seller as
follows:
validly existing and in good standing under the laws of its
(a)
Power; Due Authorization; Binding Agreement. Purchaser is a limited partnership duly organized,
Exhibit 10.17
jurisdiction of organization. The execution, delivery and performance of this Agreement has been duly authorized by all
necessary action on the part of Purchaser and Purchaser has the full power and authority to execute and deliver this Agreement, to
perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has
been duly executed and delivered on behalf of Purchaser and constitutes a valid and binding agreement of Purchaser.
(b)
No Conflicts. The execution and delivery of this Agreement by Purchaser does not, and the
performance of the terms of this Agreement by Purchaser will not, (i) contravene or conflict with any certificate of limited
partnership, limited partnership agreement or any other similar organizational documents of Purchaser, (ii) require Purchaser to
obtain the consent or approval of, or make any filing with or notification to, any governmental body, agency or official of any
country or political subdivision of any country, including any federal, national, supranational, state, provincial, local or other
government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or
arbitral body (“Governmental Authority”), other than any required filing under U.S. federal securities laws, (iii) require the
consent or approval of any other person pursuant to any agreement, obligation or instrument binding on Purchaser or its
properties and assets, (iv) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Purchaser or
pursuant to which any of its assets are bound or (v) violate any other agreement to which Purchaser is a party.
public information regarding Purchaser to Seller that has not been disclosed to the public prior to the date hereof.
(c)
Material Non-Public Information. To its knowledge, Purchaser has not provided any material non-
(d)
and Exchange Commission Regulation D.
Accredited Investor. Purchaser is an “accredited investor” as that term is defined under Securities
Acquisition of the Units for Own Account. Purchaser is acquiring the Units for its own account
and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the
Securities Act of 1933, as amended.
(e)
Private, Negotiated Transaction. Purchaser is aware and hereby acknowledges that the purchase
and sale of the Units and the transactions contemplated by this Agreement are being made in a private, negotiated transaction
between the parties.
(f)
No Reliance. Purchaser hereby acknowledges and agrees that Seller has not made any
representation or warranty, express or implied, regarding any aspect of the transactions contemplated by this Agreement except as
explicitly set forth in this Agreement, and Seller is not relying on any representation or warranty not contained in this Agreement.
(g)
7.
Securities Law Representations, Warranties, Covenants, and Releases. In connection with the Purchase,
Seller hereby represents, warrants and agrees as follows:
Purchaser has informed Seller that Purchaser possesses non-public information (the “Non-Public
Information”) concerning Purchaser, including, without limitation, with respect to Purchaser’s results of operations and financial
condition as of and for its first
(a)
2
Exhibit 10.17
fiscal quarter ending December 31, 2019, and Purchaser is precluded from disclosing such information to Seller (the “Non-
Disclosure”);
(b)
purchase price reflected in the Purchase;
the Non-Public Information may be indicative of a value of the Units that is higher than the
Seller is an experienced and sophisticated investor that would qualify as an “accredited investor” as
defined in Rule 501 of Regulation D and Seller is knowledgeable in trading equity securities and understands the disadvantage to
which Seller is subject on account of the disparity of information as between Purchaser and Seller;
(c)
acting on Purchaser’s behalf in connection with the Purchase;
(d)
Seller is not relying on any representations, warranties or disclosure from Purchaser or any person
not purchase the Units in the absence of this Agreement; and
(e)
Seller acknowledges that Purchaser is relying on this Agreement in purchasing the Units and would
(f)
Seller hereby waives, releases and forever discharges Purchaser from and against any and all
claims, demands, causes of action and liabilities whatsoever, whether known or unknown, both at law and at equity, that it may
have against Purchaser on account of the Non-Disclosure, including, without limitation, under Federal and state securities laws,
including Section 10(b) or Rule 10b-5 of the Securities Exchange Act of 1934, as amended.
8.
Further Assurances. Purchaser and Seller shall execute and deliver any further documents of whatsoever
nature which may be reasonably necessary to effectuate and consummate the transaction set forth in this Agreement.
9.
10.
Survival. The representations and warranties contained in this Agreement shall survive indefinitely.
Applicable Law. This Agreement shall be subject to and governed by the laws of the State of New York
without regard to conflicts of law principles other than Section 5-1401 of the New York General Obligations Law.
11.
and assigns.
Binding Effect. This Agreement shall bind the parties hereto, their legal representatives, their successors
12.
Counterparts and Facsimiles. This Agreement may be executed by facsimile and/or electronic signature
and/or in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the
same document.
13.
Entire Agreement. This Agreement constitutes the entire Agreement among the parties with respect to the
subject matter hereof and supersedes all other prior and contemporaneous agreements or representations and understandings.
14.
Severability. If any provision of this Agreement or the application of any such provision to any person or
circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity,
illegality or unenforceability shall
3
Exhibit 10.17
not affect any other provision hereof and all other conditions and provisions of this Agreement shall nevertheless remain in full
force and effect so long as the essential economic or legal substance of the transactions contemplated hereby is not
affected. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties
hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible
in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated
to the greatest extent possible.
15.
Modification. No supplement, modification or amendment of this Agreement shall be binding unless
executed in writing by both of the parties.
16.
Waiver. No waiver of any of the provisions of this Agreement shall be deemed, or will constitute, a waiver
of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. No waiver shall be binding
unless executed in writing by the party making the waiver.
[Signature Page Follows]
4
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the day and year first
above written.
Exhibit 10.17
PURCHASER:
STAR GROUP, L.P.
By Kestrel Heat, LLC, general partner
By:
Name:
Title:
/s/ Richard F. Ambury
Richard F. Ambury
CFO
SELLER:
CAT ROCK CAPITAL MANAGEMENT, LP
By:
Name:
Title:
/s/ Andrew Flinn
Andrew Flinn
CFO
5
WAIVER
Exhibit 10.18
WAIVER, dated as of November 5, 2020 (this “Waiver”), to the FIFTH AMENDED AND RESTATED CREDIT AGREEMENT,
dated as of December 4, 2019 (as may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among PETROLEUM HEAT AND POWER CO., INC., a Minnesota corporation (the “Borrower”), the other Loan Parties (as
defined therein) party thereto, the lenders from time to time parties thereto (the “Lenders”), JPMORGAN CHASE BANK, N.A., as
administrative agent (the “Administrative Agent”), and the other parties named therein.
RECITALS
WHEREAS, the Borrower, the Lenders, the Administrative Agent, and the other parties named therein are party to the Credit
Agreement;
WHEREAS, the Borrower has requested that the Lenders waive compliance with Section 2.16(e) of the Credit Agreement with
respect to the fiscal year ending September 30, 2020; and
WHEREAS, the Required Lenders have agreed to such waiver on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good
and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound,
hereby agree as follows:
1.
Defined Terms. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the
Credit Agreement.
2.
Waiver to the Credit Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 3 below, as
of the Effective Date, the Required Lenders hereby waive compliance with Section 2.16(e) of the Credit Agreement solely with respect to the
fiscal year ending September 30, 2020; provided that the foregoing waiver shall not be deemed to modify or affect the obligations of the
Borrower to comply with each and every obligation, covenant, duty, or agreement under the Credit Agreement and the other Loan
Documents, in each case as amended, restated, supplemented or otherwise modified, from and after the date hereof (after giving effect to this
Waiver).
3.
Conditions to Effectiveness of the Waiver. The Waiver shall become effective as of the date (the “Effective Date”)
when, and only when, each of the following conditions precedent shall have been satisfied:
(a)
Lenders;
The Administrative Agent shall have received an executed counterpart hereof from the Loan Parties and the Required
(b)
The Administrative Agent shall have received, for the account of each Lender that executes and delivers to the
Administrative Agent a signature page to this Waiver on or prior to the Effective Date (each a “Consenting Lender”), a consent fee
in an amount equal to 0.025% of the sum of the Revolving Commitment of such Consenting Lender plus the outstanding principal
amount of the Term Loans held by such Consenting Lender, in each case, immediately prior to the Effective Date, which consent
fee shall be earned, due and payable on, and subject to the occurrence of, the Effective Date;
(c)
material respects; and
On the Effective Date, the representations and warranties set forth in Section 4 below shall be true and correct in all
Exhibit 10.18
(d)
event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect.
Since December 4, 2019, both immediately before and after giving effect to this Waiver, there has not occurred any
5.
Representations and Warranties. The Borrower hereby represents and warrants, on and as of the Effective Date, that (i)
the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material
respects on and as of the Effective Date, both immediately before and after giving effect to this Waiver (except to the extent any such
representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be
true and correct in all material respects as of such date), (ii) this Waiver has been duly authorized, executed and delivered by the Loan Parties
and constitutes the legal, valid and binding obligation of each Loan Party enforceable against it in accordance with its terms and (iii) no
Default or Event of Default shall have occurred and be continuing on the Effective Date, both immediately before and after giving effect to
this Waiver.
6.
Acknowledgement and Confirmation of the Loan Parties. Each Loan Party hereby confirms and agrees that, after giving
effect to this Waiver, the Credit Agreement and the other Loan Documents to which it is a party remain in full force and effect and
enforceable against such Loan Party in accordance with their respective terms and shall not be discharged, diminished, limited or otherwise
affected in any respect, and represents and warrants to the Lenders that it has no knowledge of any claims, counterclaims, offsets, or defenses
to or with respect to its obligations under the Loan Documents, or if such Loan Party has any such claims, counterclaims, offsets, or defenses
to the Loan Documents or any transaction related to the Loan Documents, the same are hereby waived, relinquished, and released in
consideration of the execution of this Waiver. This acknowledgement and confirmation by each Loan Party is made and delivered to induce
the Administrative Agent and the Lenders to enter into this Waiver, and each Loan Party acknowledges that the Administrative Agent and the
Lenders would not enter into this Waiver in the absence of the acknowledgement and confirmation contained herein. This Waiver shall
constitute a Loan Document under the terms of the Credit Agreement.
7.
Limited Waiver. This Waiver is a one-time waiver and does not constitute a waiver of any other provision of the Credit
Agreement or the other Loan Documents, or any other right, power or remedy of the Lenders thereunder. This Waiver is limited as specified
herein and shall not constitute a modification, acceptance or waiver of any other provision of the Loan Documents.
8.
Severability. In case any provision of or obligation under this Waiver shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.
9.
Headings. Headings and captions used in this Waiver are included for convenience of reference only and shall not be
given any substantive effect.
10.
Governing Law; Submission To Jurisdiction. This Waiver shall be construed in accordance with and governed by the
laws of the State of New York.
11.
WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS WAIVER OR
ANY OTHER LOAN DOCUMENT.
12.
Expenses. The Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agent in
connection with the preparation of this Waiver (whether or not the
Exhibit 10.18
transactions hereby contemplated shall be consummated) including the reasonable fees and disbursements of counsel to the Administrative
Agent.
13.
Counterparts; Integration. This Waiver may be executed in any number of counterparts and by different parties hereto
on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken
together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Waiver by facsimile or in
electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Waiver. The words “execution,”
“signed,” “signature,” “delivery,” and words of like import in or relating to this Waiver and/or any document to be signed in connection with
this Waiver and the transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined below), deliveries or the
keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed
signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in
any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic
Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. “Electronic Signatures” means
any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign,
authenticate or accept such contract or record. This Waiver constitutes the entire agreement and understanding among the parties hereto with
respect to the subject matter hereof and supersedes any and all prior agreements and understandings, oral or written, relating to the subject
matter hereof.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly executed by their duly authorized officers, all
as of the day and year first above written.
Exhibit 10.18
PETROLEUM HEAT AND POWER CO., INC.
By: /s/ Richard F. Ambury
Name: Richard F. Ambury
Title: Chief Financial Officer
A.P. WOODSON COMPANY
CHAMPION ENERGY LLC
COLUMBIA PETROLEUM
TRANSPORTATION, LLC
GRIFFITH ENERGY SERVICES, INC.
GRIFFITH-ALLIED TRUCKING, LLC
HOFFMAN FUEL COMPANY OF DANBURY
MILRO GROUP LLC
MEENAN HOLDINGS LLC
MEENAN OIL LLC
MINNWHALE LLC
ORTEP OF PENNSYLVANIA, INC.
PETRO HOLDINGS, INC.
PETRO PLUMBING CORPORATION
PETRO, INC.
REGIONOIL PLUMBING, HEATING AND COOLING CO., INC.
RICHLAND PARTNERS, LLC
RYE FUEL COMPANY
STAR ACQUISITIONS, INC.
By: /s/ Richard F. Ambury
Name: Richard F. Ambury
Title: Chief Financial Officer
SIGNATURE PAGE TO WAIVER
STAR GROUP, L.P.
By: KESTREL HEAT, LLC, its General Partner
Exhibit 10.18
By: /s/ Richard F. Ambury
Name: Richard F. Ambury
Title: Chief Financial Officer
MEENAN OIL CO., L.P.
By: MEENAN OIL LLC, its General Partner
By: /s/ Richard F. Ambury
Name: Richard F. Ambury
Title: Chief Financial Officer
CFS LLC
By: RICHLAND PARTNERS, LLC, its Sole Member
By: /s/ Richard F. Ambury
Name:
Title
Richard F. Ambury
Chief Financial Officer, Executive Vice
President, Treasurer and Secretary
SIGNATURE PAGE TO WAIVER
Exhibit 10.18
JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a
Lender
By:/s/ Donna DiForio ___
Name:
Title:
Donna DiForio
Authorized Officer
SIGNATURE PAGE TO WAIVER
Exhibit 10.18
BANK of AMERICA, N.A., as a Lender
By:/s/ Matthew T. O’Keefe __
Name: Matthew T. O’Keefe
Title:
Senior Vice President
SIGNATURE PAGE TO WAIVER
Exhibit 10.18
BMO HARRIS BANK, N.A., as a Lender
By:/s/ Terrence McKenna __
Name:
Title:
Terrence McKenna
Director
SIGNATURE PAGE TO WAIVER
Exhibit 10.18
CITIBANK, N.A., as a Lender
By:/s/ Christy Yang __
Name:
Title:
Christy Yang
Authorized Signatory
SIGNATURE PAGE TO WAIVER
ISRAEL DISCOUNT BANK OF NEW YORK, N.A., as a Lender
Exhibit 10.18
By:/s/ Dionne S. Rice __
Name:
Title:
Dionne S. Rice
First Vice President
ISRAEL DISCOUNT BANK OF NEW YORK, N.A., as a Lender
By:/s/ Richard Miller __
Name:
Richard Miller
Senior Vice President
Title:
SIGNATURE PAGE TO WAIVER
KEYBANK NATIONAL ASSOCIATION, N.A., as a Lender
Exhibit 10.18
By:/s/ Jonathan Roe __
Name:
Jonathan Roe
Title:
Vice President
SIGNATURE PAGE TO WAIVER
PNC BANK, N.A., as a Lender
Exhibit 10.18
By:/s/ Alberto Casasus __
Name:
Alberto Casasus
Senior Vice President
Title:
SIGNATURE PAGE TO WAIVER
Exhibit 10.18
TD BANK, N.A., as a Lender
By:/s/ Vijay Prasad __
Name:
Vijay Prasad
Title:
Senior Vice President
SIGNATURE PAGE TO WAIVER
WEBSTER BUSINESS CREDIT CORPORATION, N.A., as a Lender
Exhibit 10.18
By:/s/ Marc Postiglione __
Name: Marc Postiglione
Title:
Vice President
SIGNATURE PAGE TO WAIVER
UNIT PURCHASE AGREEMENT
Exhibit 10.19
THIS AGREEMENT dated as of the 13 day of November, 2020, by and between Star Group, L.P., a Delaware limited
partnership (hereinafter referred to as “Purchaser”), and Moab Partners, L.P., a Delaware limited partnership (hereinafter referred
to as “Seller”).
Statement of Facts:
A.
B.
follows:
Seller is the beneficial owner of common units of limited partnership interest of Purchaser (the “Common
Units”).
Purchaser desires to purchase 1,400,000 Common Units (the “Units) from Seller and Seller desires to sell the
Units to Purchaser under the terms and conditions set forth herein below.
NOW, THEREFORE, in consideration of the mutual promises set forth herein, the parties agree and stipulate as
1.
Purchase and Sale. Purchaser shall purchase (the “Purchase”) the Units from Seller and Seller shall
sell the Units to Purchaser for the price and upon the other terms set forth herein.
2.
Purchase Price. Purchaser shall pay Seller $9.85 per Unit for a total purchase price for the Units of
$13,790,000 (the “Purchase Price”).
3.
Closing. Closing of the transactions contemplated by this Agreement shall occur on the 16 day of
November, 2020 (the “Closing Date”), at the offices of Star Group, L.P., 9 West Broad Street Street-Suite 310, Stamford, CT
06902, or at such other place as Seller and Purchaser shall mutually agree, either verbally or in writing.
4.
Delivery and Payment for Units. On the Closing Date, Purchaser shall wire
the Purchase Price to Seller in accordance with written wire transfer instructions provided to Purchaser by Seller on or before the
Closing Date. Upon receipt of the Purchase Price, Seller shall deliver the Units to Purchaser electronically through DTC in
accordance with written instructions provided by Purchaser to Seller on or before the Closing Date.
5.
Representations and Warranties of Seller. Seller hereby represents and warrants to Purchaser as
follows: (i) upon receipt of the Purchase Price as provided in this Agreement, Seller will deliver good and valid title to the Units,
free and clear from all liens, claims and encumbrances of any nature whatsoever, other than any liens, claims and encumbrances
created by Purchaser, (ii) the execution, delivery and performance of this Agreement has been duly authorized by all necessary
action on the part of Seller and this Agreement has been duly executed and delivered on behalf of Seller, and (iii) Seller has the
power and authority to execute, deliver and perform this Agreement.
6.
as follows:
1
Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Seller
Exhibit 10.19
(a)
Power; Due Authorization; Binding Agreement. Purchaser is a limited partnership duly organized,
validly existing and in good standing under the laws of its jurisdiction of organization. The execution, delivery and performance
of this Agreement has been duly authorized by all necessary action on the part of Purchaser and Purchaser has the full power and
authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the
transactions contemplated hereby. This Agreement has been duly executed and delivered on behalf of Purchaser and constitutes a
valid and binding agreement of Purchaser.
(b)
No Conflicts. The execution and delivery of this Agreement by Purchaser does not, and the
performance of the terms of this Agreement by Purchaser will not, (i) contravene or conflict with any certificate of limited
partnership, limited partnership agreement or any other similar organizational documents of Purchaser, (ii) require Purchaser to
obtain the consent or approval of, or make any filing with or notification to, any governmental body, agency or official of any
country or political subdivision of any country, including any federal, national, supranational, state, provincial, local or other
government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or
arbitral body (“Governmental Authority”), other than any required filing under U.S. federal securities laws, (iii) require the
consent or approval of any other person pursuant to any agreement, obligation or instrument binding on Purchaser or its
properties and assets, (iv) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Purchaser or
pursuant to which any of its assets are bound or (v) violate any other agreement to which Purchaser is a party.
public information regarding Purchaser to Seller that has not been disclosed to the public prior to the date hereof.
(c)
Material Non-Public Information. To its knowledge, Purchaser has not provided any material non-
and Exchange Commission Regulation D under the Securities Act of 1933, as amended.
(d)
Accredited Investor. Purchaser is an “accredited investor” as that term is defined under Securities
Acquisition of the Units for Own Account. Purchaser is acquiring the Units for its own account and
not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the
Securities Act of 1933, as amended.
(e)
Private, Negotiated Transaction. Purchaser is aware and hereby acknowledges that the purchase and
sale of the Units and the transactions contemplated by this Agreement are being made in a private, negotiated transaction between
the parties.
(f)
No Reliance. Purchaser hereby acknowledges and agrees that Seller has not made any
representation or warranty, express or implied, regarding any aspect of the transactions contemplated by this Agreement except as
explicitly set forth in this Agreement, and Seller is not relying on any representation or warranty not contained in this Agreement.
(g)
7.
Securities Law Representations, Warranties, Covenants, and Releases. In connection with the
Purchase, Seller hereby represents, warrants and agrees as follows:
2
Exhibit 10.19
(a)
Purchaser has informed Seller that Purchaser possesses non-public information (the “Non-Public
Information”) concerning Purchaser, including, without limitation, with respect to Purchaser’s results of operations and financial
condition as of and for its fourth fiscal quarter ending September 30, 2020, and Purchaser is precluded from disclosing such
information to Seller (the “Non-Disclosure”);
(b)
purchase price reflected in the Purchase;
the Non-Public Information may be indicative of a value of the Units that is higher than the
(c)
Seller is an experienced and sophisticated investor that would qualify as an institutional “accredited
investor” that satisfies one or more of the criteria set forth in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
Act of 1933, as amended, and Seller is knowledgeable in trading equity securities and understands the disadvantage to which
Seller is subject on account of the disparity of information as between Purchaser and Seller;
acting on Purchaser’s behalf in connection with the Purchase;
(d)
Seller is not relying on any representations, warranties or disclosure from Purchaser or any person
not purchase the Units in the absence of this Agreement; and
(e)
Seller acknowledges that Purchaser is relying on this Agreement in purchasing the Units and would
(f)
Seller hereby waives, releases and forever discharges Purchaser from and against any and all
claims, demands, causes of action and liabilities whatsoever, whether known or unknown, both at law and at equity, that it may
have against Purchaser on account of the Non-Disclosure, including, without limitation, under Federal and state securities laws,
including Section 10(b) or Rule 10b-5 of the Securities Exchange Act of 1934, as amended.
8.
Further Assurances. Purchaser and Seller shall execute and deliver any further documents of
whatsoever nature which may be reasonably necessary to effectuate and consummate the transaction set forth in this Agreement.
9.
10.
Survival. The representations and warranties contained in this Agreement shall survive indefinitely.
Applicable Law. This Agreement shall be subject to and governed by the laws of the State of New
York without regard to conflicts of law principles other than Section 5-1401 of the New York General Obligations Law.
11.
successors and assigns.
Binding Effect. This Agreement shall bind the parties hereto, their legal representatives, and their
12.
Counterparts and Facsimiles. This Agreement may be executed by facsimile and/or electronic
signature and/or in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one
and the same document.
13.
Entire Agreement. This Agreement constitutes the entire Agreement among the parties with respect
to the subject matter hereof and supersedes all other prior and contemporaneous agreements or representations and
understandings.
3
Exhibit 10.19
14.
Severability. If any provision of this Agreement or the application of any such provision to any
person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such
invalidity, illegality or unenforceability shall not affect any other provision hereof and all other conditions and provisions of this
Agreement shall nevertheless remain in full force and effect so long as the essential economic or legal substance of the
transactions contemplated hereby is not affected. Upon such determination that any term or other provision is invalid, illegal or
incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be
consummated as originally contemplated to the greatest extent possible.
15.
Modification. No supplement, modification or amendment of this Agreement shall be binding unless
executed in writing by both of the parties.
16.
Waiver. No waiver of any of the provisions of this Agreement shall be deemed, or will constitute, a
waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. No waiver shall be
binding unless executed in writing by the party making the waiver.
[Signature Page Follows]
4
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the day and year first
above written.
Exhibit 10.19
PURCHASER:
STAR GROUP, L.P.
By: Kestrel Heat, LLC, its general partner
By:
/s/ Richard F. Ambury
Name: Richard F. Ambury
Title: CFO
SELLER:
MOAB PARTNERS, L.P.
By: Moab Capital Partners, LLC, its Investment Advisor
By:
/s/ Michael Rothenberg
Name: Michael Rothenberg
Title: Managing Member
UNIT PURCHASE AGREEMENT
SIGNATURE PAGE
Exhibit 21
Company Subsidiaries
A.P. Woodson Company—District of Columbia
CFS LLC—Pennsylvania
Champion Energy LLC—Delaware
Columbia Petroleum Transportation, LLC—Delaware
Griffith Energy Services, Inc.—New York
Griffith – Allied Trucking, LLC—Delaware
Hoffman Fuel Company of Danbury—Delaware
Meenan Holdings LLC—Delaware
Meenan Oil LLC—Delaware
Meenan Oil Co., L.P.—Delaware
Milro Group LLC—Delaware
Minnwhale LLC—New York
Ortep of Pennsylvania, Inc.—Pennsylvania
Petro Holdings, Inc.—Minnesota
Petro Plumbing Corporation—New Jersey
Petro, Inc.—Delaware
Petroleum Heat and Power Co., Inc.—Minnesota
Region Oil Plumbing, Heating and Cooling Co., Inc.—New Jersey
Richland Partners, LLC—Pennsylvania
Rye Fuel Company—Delaware
Star Acquisitions, Inc.—Minnesota
Woodbury Insurance Co., Inc.—Connecticut
CERTIFICATIONS
Exhibit 31.1
I, Jeffrey M. Woosnam, certify that:
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Star Group, L.P. (“Registrant”);
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the registrant and have:
(a)
(b)
(c)
(d)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial reporting.
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
(b)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information and;
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
Date: December 7, 2020
/s/ JEFFREY M. WOOSNAM
Jeffrey M. Woosnam
President and Chief Executive Officer
Star Group, L.P.
CERTIFICATIONS
Exhibit 31.2
I, Richard F. Ambury, certify that:
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Star Group, L.P. (“Registrant”);
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrants’ other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the registrant and have:
(a)
(b)
(c)
(d)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial reporting.
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(c)
(d)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information and;
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
Date: December 7, 2020
/S/ RICHARD F. AMBURY
Richard F. Ambury
Chief Financial Officer
Star Group, L.P.
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.1
In connection with the Annual Report of Star Group, L.P. (the “Company”) on Form 10-K for the year ended September 30, 2020 as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Jeffrey M. Woosnam, President and Chief Executive Officer of the Company,
certify to my knowledge pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, following due inquiry,
I believe that:
(1)
(2)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the
Company.
A signed original of this written statement required by Section 906 has been provided to Star Group, L.P. and will be retained by Star Group, L.P.
and furnished to the Securities and Exchange Commission or its staff upon request.
Date: December 7, 2020
By:
/s/ JEFFREY M. WOOSNAM
Jeffrey M. Woosnam
President and Chief Executive Officer
Star Group, L.P.
STAR GROUP, L.P.
By: KESTREL HEAT, LLC (General Partner)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.2
In connection with the Annual Report of Star Group, L.P. (the “Company”) on Form 10-K for the year ended September 30, 2020 as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Richard F. Ambury, Chief Financial Officer of the Company, certify to my
knowledge pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, following due inquiry, I believe
that:
(1)
(2)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the
Company.
A signed original of this written statement required by Section 906 has been provided to Star Group, L.P. and will be retained by Star Group, L.P.
and furnished to the Securities and Exchange Commission or its staff upon request.
Date: December 7, 2020
By:
/S/ RICHARD F. AMBURY
Richard F. Ambury
Chief Financial Officer
Star Group, L.P.
STAR GROUP, L.P.
By: KESTREL HEAT, LLC (General Partner)