!8
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number:
(Exact Name of Registrant as Specified in its Charter)
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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(Address of principal executive office) |
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Registrant’s telephone number, including area code:
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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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.
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).
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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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☒ |
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Non- accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
At January 31, 2022, the registrant had
STAR GROUP, L.P. AND SUBSIDIARIES
INDEX TO FORM 10-Q
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Page |
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Part I Financial Information |
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3 |
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Condensed Consolidated Balance Sheets as of December 31, 2021 (unaudited) and September 30, 2021 |
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3 |
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4 |
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5 |
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6 |
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7 |
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Notes to Condensed Consolidated Financial Statements (unaudited) |
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8-19 |
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Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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20-32 |
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Item 3 - Quantitative and Qualitative Disclosures About Market Risk |
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33 |
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33 |
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Part II Other Information: |
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34 |
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34 |
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34 |
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Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds |
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34 |
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35 |
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36 |
2
Part I. FINANCIAL INFORMATION
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Item 1. |
Condensed Consolidated Financial Statements |
STAR GROUP, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
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December 31, |
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September 30, |
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2021 |
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2021 |
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(in thousands) |
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(unaudited) |
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ASSETS |
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Current assets |
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Cash and cash equivalents |
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$ |
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$ |
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Receivables, net of allowance of $ |
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Inventories |
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Fair asset value of derivative instruments |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Operating lease right-of-use assets |
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Goodwill |
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Intangibles, net |
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Restricted cash |
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Captive insurance collateral |
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Deferred charges and other assets, net |
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Total assets |
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$ |
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$ |
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LIABILITIES AND PARTNERS’ CAPITAL |
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Current liabilities |
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Accounts payable |
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$ |
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$ |
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Revolving credit facility borrowings |
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Current maturities of long-term debt |
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Current portion of operating lease liabilities |
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Accrued expenses and other current liabilities |
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Unearned service contract revenue |
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Customer credit balances |
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Total current liabilities |
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Long-term debt |
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Long-term operating lease liabilities |
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Deferred tax liabilities, net |
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Other long-term liabilities |
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Partners’ capital |
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Common unitholders |
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General partner |
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Accumulated other comprehensive loss, net of taxes |
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Total partners’ capital |
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Total liabilities and partners’ capital |
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$ |
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$ |
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See accompanying notes to condensed consolidated financial statements.
3
STAR GROUP, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
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Three Months Ended December 31, |
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(in thousands, except per unit data - unaudited) |
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2021 |
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2020 |
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Sales: |
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Product |
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$ |
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$ |
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Installations and services |
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Total sales |
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Cost and expenses: |
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Cost of product |
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Cost of installations and services |
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(Increase) decrease in the fair value of derivative instruments |
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Delivery and branch expenses |
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Depreciation and amortization expenses |
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General and administrative expenses |
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Finance charge income |
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Operating income |
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Interest expense, net |
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( |
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Amortization of debt issuance costs |
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Income before income taxes |
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Income tax expense |
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Net income |
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$ |
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$ |
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General Partner’s interest in net income |
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Limited Partners’ interest in net income |
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$ |
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$ |
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Basic and diluted income per Limited Partner Unit (1): |
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$ |
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$ |
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Weighted average number of Limited Partner units outstanding: |
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Basic and Diluted |
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(1) |
See Note 15 - Earnings Per Limited Partner Unit. |
See accompanying notes to condensed consolidated financial statements.
4
STAR GROUP, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
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Three Months Ended December 31, |
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(in thousands - unaudited) |
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2021 |
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2020 |
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Net income |
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$ |
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$ |
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Other comprehensive income: |
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Unrealized gain on pension plan obligation |
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Tax effect of unrealized gain on pension plan obligation |
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( |
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Unrealized loss on captive insurance collateral |
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( |
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( |
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Tax effect of unrealized loss on captive insurance collateral |
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Unrealized gain on interest rate hedges |
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Tax effect of unrealized gain on interest rate hedges |
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( |
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( |
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Total other comprehensive income |
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Total comprehensive income |
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$ |
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$ |
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See accompanying notes to condensed consolidated financial statements.
5
STAR GROUP, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF PARTNERS’ CAPITAL
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Three Months Ended December 31, 2021 |
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Number of Units |
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Accum. Other |
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Total |
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(in thousands - unaudited) |
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Common |
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General Partner |
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Common |
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General Partner |
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Comprehensive Income (Loss) |
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Partners’ Capital |
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Balance as of September 30, 2021 |
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$ |
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$ |
( |
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$ |
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$ |
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Net income |
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— |
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— |
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— |
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Unrealized gain on pension plan obligation |
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— |
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— |
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— |
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— |
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Tax effect of unrealized gain on pension plan obligation |
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— |
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— |
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— |
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— |
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( |
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( |
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Unrealized loss on captive insurance collateral |
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— |
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— |
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— |
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— |
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( |
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( |
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Tax effect of unrealized loss on captive insurance collateral |
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— |
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— |
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— |
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— |
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Unrealized gain on interest rate hedges |
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— |
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— |
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— |
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— |
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Tax effect of unrealized gain on interest rate hedges |
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— |
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— |
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— |
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— |
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( |
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( |
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Distributions |
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— |
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— |
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( |
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( |
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— |
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( |
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Retirement of units |
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( |
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— |
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( |
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— |
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— |
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( |
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Balance as of December 31, 2021 (unaudited) |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Three Months Ended December 31, 2020 |
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Number of Units |
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Accum. Other |
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Total |
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(in thousands - unaudited) |
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Common |
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General Partner |
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Common |
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General Partner |
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Comprehensive Income (Loss) |
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Partners’ Capital |
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Balance as of September 30, 2020 |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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Net income |
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— |
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— |
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— |
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Unrealized gain on pension plan obligation |
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— |
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— |
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— |
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— |
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Tax effect of unrealized gain on pension plan obligation |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Unrealized loss on captive insurance collateral |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Tax effect of unrealized loss on captive insurance collateral |
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— |
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— |
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— |
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— |
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Unrealized gain on interest rate hedges |
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— |
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— |
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— |
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— |
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Tax effect of unrealized gain on interest rate hedges |
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— |
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— |
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— |
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— |
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( |
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( |
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Distributions |
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— |
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— |
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( |
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( |
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— |
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( |
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Retirement of units |
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( |
) |
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— |
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( |
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— |
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— |
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( |
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Balance as of December 31, 2020 (unaudited) |
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$ |
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$ |
( |
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$ |
( |
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$ |
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See accompanying notes to condensed consolidated financial statements.
6
STAR GROUP, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
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Three Months Ended December 31, |
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(in thousands - unaudited) |
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2021 |
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2020 |
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Cash flows provided by (used in) operating activities: |
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Net income |
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$ |
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$ |
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Adjustment to reconcile net income to net cash provided by (used in) operating activities: |
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(Increase) decrease in fair value of derivative instruments |
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( |
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Depreciation and amortization |
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Recovery for losses on accounts receivable |
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( |
) |
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( |
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Change in deferred taxes |
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( |
) |
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Change in weather hedge contracts |
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( |
) |
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( |
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Changes in operating assets and liabilities: |
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Increase in receivables |
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( |
) |
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( |
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Increase in inventories |
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( |
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( |
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Increase in other assets |
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( |
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( |
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Increase in accounts payable |
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Decrease in customer credit balances |
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( |
) |
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( |
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Increase in other current and long-term liabilities |
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Net cash used in operating activities |
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( |
) |
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( |
) |
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Cash flows provided by (used in) investing activities: |
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Capital expenditures |
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( |
) |
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( |
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Proceeds from sales of fixed assets |
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Proceeds from sale of propane assets |
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— |
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Purchase of investments |
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( |
) |
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( |
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Acquisitions |
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( |
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( |
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Net cash used in investing activities |
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( |
) |
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( |
) |
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Cash flows provided by (used in) financing activities: |
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Revolving credit facility borrowings |
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Term loan repayments |
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( |
) |
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( |
) |
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Distributions |
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( |
) |
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( |
) |
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Unit repurchases |
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( |
) |
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( |
) |
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Customer retainage payments |
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( |
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( |
) |
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Payments of debt issue costs |
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— |
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( |
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Net cash provided by financing activities |
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Net (decrease) increase in cash, cash equivalents, and restricted cash |
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( |
) |
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Cash, cash equivalents, and restricted cash at beginning of period |
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Cash, cash equivalents, and restricted cash at end of period |
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$ |
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$ |
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|
See accompanying notes to condensed consolidated financial statements.
7
STAR GROUP, L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
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
The Company is organized as follows:
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Star is a limited partnership, which at December 31, 2021, had outstanding |
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Star owns |
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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 $ |
2) Summary of Significant Accounting Policies
Basis of Presentation
The Consolidated Financial Statements include the accounts of Star and its subsidiaries. All material intercompany items and transactions have been eliminated in consolidation.
The financial information included herein is unaudited; however, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair statement of financial condition and results for the interim periods. Due to the seasonal nature of the Company’s business, the results of operations and cash flows for the three-month period ended December 31, 2021 are not necessarily indicative of the results to be expected for the full year.
These interim financial statements of the Company have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) for interim financial information and Rule 10-01 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”) and should be read in conjunction with the financial statements included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2021.
Comprehensive Income
Comprehensive income is comprised of Net income and Other comprehensive income. Other comprehensive income consists of the unrealized gain on amortization on the Company’s pension plan obligation for its two frozen defined benefit pension plans, unrealized loss on available-for-sale investments, unrealized gain on interest rate hedges and the corresponding tax effects.
8
Cash, Cash Equivalents, and Restricted Cash
The Company considers all highly liquid investments with an original maturity of
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 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:
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Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. |
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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. |
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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. |
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. The collateral is required by a third party insurance carrier that insures per claim amounts above a set deductible. If we did not deposit cash into the trust, the third party carrier would require that we issue an equal amount of letters of credit. 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.
Unrealized gains and losses, net of related income taxes, are reported as accumulated other comprehensive gain (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.
Weather Hedge Contract
To partially mitigate the adverse effect of warm weather on cash flows, the Company has used weather hedge contracts for a number of years. Weather hedge contracts are recorded in accordance with the intrinsic value method defined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815-45-15 Derivatives and Hedging, Weather Derivatives (EITF 99-2). The premium paid is included in the caption “Prepaid expenses and other current assets” in the accompanying balance sheets and amortized over the life of the contract, with the intrinsic value method applied at each interim period.
For fiscal 2022, the Company has entered into weather hedge contracts. 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 hedge period runs from November 1 through March 31, taken as a whole, for each respective fiscal year. The “Payment Thresholds,” or strikes, are set at various levels for fiscal 2022. The maximum that the Company can receive is $
9
New England Teamsters and Trucking Industry Pension Fund (“the NETTI Fund”) Liability
As of December 31, 2021, we had $
Recently Adopted Accounting Pronouncements
The Company did not adopt new standards in the first quarter of fiscal 2022 that have a material impact on its consolidated financial statements and related disclosures.
Recently Issued Accounting Pronouncements
In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires accounting for contract assets and liabilities from contracts with customers in a business combination to be accounted for in accordance with ASC No. 606. The standard is effective for fiscal years beginning after December 15, 2022. The Company has not determined the timing of adoption, but does not expect ASU 2021-08 to have a material impact on its consolidated financial statements and related disclosures.
3) Revenue Recognition
The following disaggregates our revenue by major sources for the three months ended December 31, 2021 and December 31, 2020:
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Three Months Ended December 31, |
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(in thousands) |
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2021 |
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2020 |
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Petroleum Products: |
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Home heating oil and propane |
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$ |
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$ |
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Other petroleum products |
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Total petroleum products |
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Installations and Services: |
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Equipment installations |
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Equipment maintenance service contracts |
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Billable call services |
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Total installations and services |
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Total Sales |
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$ |
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$ |
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Deferred Contract Costs
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 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
10
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. Contract liabilities are recognized straight-line over the service contract period, generally
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, current and future 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.
Changes in the allowance for credit losses are as follows:
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(in thousands) |
Credit Loss Allowance |
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Balance at September 30, 2021 |
$ |
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Current period provision |
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( |
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Write-offs, net and other |
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Balance as of December 31, 2021 |
$ |
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4) Common Unit Repurchase and Retirement
In July 2012, the Board adopted a plan to repurchase certain of the Company’s Common Units that was amended in fiscal 2018 (the “Repurchase Plan”). Through August 2020, the Company had repurchased approximately
Under the Company’s fifth amended and restated credit agreement dated December 4, 2019, in order to repurchase Common Units, we must maintain Availability (as defined in the fifth amended and restated credit agreement) of $
11
The following table shows repurchases under the Repurchase Plan:
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(in thousands, except per unit amounts) |
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Period |
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Total Number of Units Purchased |
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Average Price Paid per Unit (a) |
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Total Number of Units Purchased as Part of Publicly Announced Plans or Programs |
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Maximum Number of Units that May Yet Be Purchased |
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Fiscal year 2012 to 2021 total |
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$ |
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October 2021 |
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$ |
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November 2021 |
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$ |
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December 2021 |
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$ |
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(b) |
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First quarter fiscal year 2022 total |
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$ |
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January 2022 |
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$ |
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(c) |
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(a) |
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(b) |
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(c) |
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5) Captive Insurance Collateral
The Company considers all of its captive insurance collateral to be Level 1 available-for-sale investments. Investments at December 31, 2021 consist of the following (in thousands):
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Amortized Cost |
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Gross Unrealized Gain |
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Gross Unrealized (Loss) |
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Fair Value |
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Cash and Receivables |
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$ |
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$ |
— |
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$ |
— |
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$ |
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U.S. Government Sponsored Agencies |
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( |
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Corporate Debt Securities |
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( |
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Foreign Bonds and Notes |
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Total |
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$ |
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$ |
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$ |
( |
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$ |
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Investments at September 30, 2021 consist of the following (in thousands):
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Amortized Cost |
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Gross Unrealized Gain |
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Gross Unrealized (Loss) |
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Fair Value |
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Cash and Receivables |
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$ |
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$ |
— |
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$ |
— |
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$ |
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U.S. Government Sponsored Agencies |
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( |
) |
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Corporate Debt Securities |
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( |
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Foreign Bonds and Notes |
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Total |
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$ |
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$ |
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$ |
( |
) |
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$ |
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Maturities of investments were as follows at December 31, 2021 (in thousands):
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Net Carrying Amount |
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Due within one year |
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$ |
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Due after one year through five years |
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Due after five years through ten years |
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— |
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Total |
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$ |
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12
6) 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 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.
As of December 31, 2021, 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:
As of December 31, 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:
As of December 31, 2021, the Company has interest rate swap agreements in order to mitigate exposure to market risk associated with variable rate interest on $
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 December 31, 2021, the aggregate cash posted as collateral in the normal course of business at counterparties was $
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.
13
The Company had no assets or liabilities that are measured at fair value on a nonrecurring basis subsequent to their initial recognition.
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(In thousands) |
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Fair Value Measurements at Reporting Date Using: |
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Derivatives Not Designated as Hedging Instruments |
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Quoted Prices in Active Markets for Identical Assets |
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Significant Other Observable Inputs |
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Under FASB ASC 815-10 |
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Balance Sheet Location |
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Total |
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Level 1 |
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Level 2 |
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Asset Derivatives at December 31, 2021 |
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|||||||||||||
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Commodity contracts |
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Fair asset value of derivative instruments |
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$ |
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$ |
— |
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$ |
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Commodity contracts |
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Long-term derivative liabilities included in the deferred charges and other assets, net |
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— |
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Commodity contract assets at December 31, 2021 |
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$ |
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$ |
— |
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$ |
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Liability Derivatives at December 31, 2021 |
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Commodity contracts |
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Fair asset value of derivative instruments |
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$ |
( |
) |
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$ |
— |
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$ |
( |
) |
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Commodity contracts |
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Long-term derivative liabilities included in the deferred charges and other assets, net |
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( |
) |
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— |
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( |
) |
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Commodity contract liabilities at December 31, 2021 |
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$ |
( |
) |
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$ |
— |
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$ |
( |
) |
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Asset Derivatives at September 30, 2021 |
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|||||||||||||
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Commodity contracts |
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Fair asset value of derivative instruments |
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$ |
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$ |
— |
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$ |
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Commodity contracts |
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Long-term derivative liabilities included in the deferred charges and other assets, net |
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|
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— |
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Commodity contract assets September 30, 2021 |
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$ |
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$ |
— |
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$ |
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Liability Derivatives at September 30, 2021 |
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|||||||||||||
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Commodity contracts |
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Fair asset value of derivative instruments |
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$ |
( |
) |
|
$ |
— |
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|
$ |
( |
) |
|
Commodity contracts |
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Long-term derivative liabilities included in the deferred charges and other assets, net |
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|
( |
) |
|
|
— |
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( |
) |
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Commodity contract liabilities September 30, 2021 |
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$ |
( |
) |
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$ |
— |
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|
$ |
( |
) |
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14
The Company’s commodity derivative assets (liabilities) offset by counterparty and subject to an enforceable master netting arrangement are listed on the following table.
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(In thousands) |
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Gross Amounts Not Offset in the Statement of Financial Position |
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Offsetting of Financial Assets (Liabilities) and Derivative Assets (Liabilities) |
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Gross Assets Recognized |
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Gross Liabilities Offset in the Statement of Financial Position |
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Net Assets (Liabilities) Presented in the Statement of Financial Position |
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Financial Instruments |
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Cash Collateral Received |
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Net Amount |
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||||||
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Fair asset value of derivative instruments |
|
$ |
|
|
|
$ |
( |
) |
|
$ |
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|
$ |
— |
|
|
$ |
— |
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|
$ |
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|
Long-term derivative assets included in deferred charges and other assets, net |
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( |
) |
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|
|
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|
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— |
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|
— |
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|
Total at December 31, 2021 |
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$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
|
Fair asset value of derivative instruments |
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
|
Long-term derivative assets included in deferred charges and other assets, net |
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( |
) |
|
|
|
|
|
|
— |
|
|
|
— |
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|
|
|
|
|
Total at September 30, 2021 |
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$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
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(In thousands) |
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The Effect of Derivative Instruments on the Statement of Operations |
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Amount of (Gain) or Loss Recognized |
|
|||||
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Derivatives Not Designated as Hedging Instruments Under FASB ASC 815-10 |
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Location of (Gain) or Loss Recognized in Income on Derivative |
|
Three Months Ended December 31, 2021 |
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|
Three Months Ended December 31, 2020 |
|
||
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Commodity contracts |
|
Cost of product (a) |
|
$ |
( |
) |
|
$ |
|
|
|
Commodity contracts |
|
Cost of installations and service (a) |
|
$ |
( |
) |
|
$ |
|
|
|
Commodity contracts |
|
Delivery and branch expenses (a) |
|
$ |
( |
) |
|
$ |
|
|
|
Commodity contracts |
|
(Increase) / decrease in the fair value of derivative instruments (b) |
|
$ |
|
|
|
$ |
( |
) |
|
(a) |
|
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(b) |
|
7) 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.
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December 31, 2021 |
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September 30, 2021 |
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Product |
|
$ |
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|
|
$ |
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|
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Parts and equipment |
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|
|
|
|
|
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Total inventory |
|
$ |
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|
$ |
|
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8) Property and Equipment
Property and equipment are stated at cost. Depreciation is computed over the estimated useful lives of the depreciable assets using the straight-line method (in thousands):
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December 31, 2021 |
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September 30, 2021 |
|
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Property and equipment |
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$ |
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|
$ |
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Less: accumulated depreciation |
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Property and equipment, net |
|
$ |
|
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|
$ |
|
|
15
9) Business Combinations and Divestitures
During fiscal year 2022 the Company has acquired
On October 27, 2020, the Company sold certain propane assets for cash proceeds of $
On December 31, 2020, the Company acquired
10) Goodwill and Intangible Assets, net
Goodwill
A summary of changes in Company’s goodwill is as follows (in thousands):
|
Balance as of September 30, 2021 |
|
$ |
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|
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Fiscal year 2022 business combinations |
|
|
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|
|
Balance as of December 31, 2021 |
|
$ |
|
|
Intangibles, net
The gross carrying amount and accumulated amortization of intangible assets subject to amortization are as follows (in thousands):
|
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December 31, 2021 |
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September 30, 2021 |
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Gross |
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Gross |
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Carrying |
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Accum. |
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Carrying |
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Accum. |
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||||
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Amount |
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Amortization |
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Net |
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Amount |
|
|
Amortization |
|
|
Net |
|
||||||
|
Customer lists |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Trade names and other intangibles |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Amortization expense for intangible assets was $
11) Long-Term Debt and Bank Facility Borrowings
The Company’s debt is as follows (in thousands):
|
|
|
December 31, |
|
|
September 30, |
|
||||||||||
|
|
|
2021 |
|
|
2021 |
|
||||||||||
|
|
|
Carrying Amount |
|
|
Fair Value (a) |
|
|
Carrying Amount |
|
|
Fair Value (a) |
|
||||
|
Revolving Credit Facility Borrowings |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Senior Secured Term Loan (b) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Total short-term portion of debt |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Total long-term portion of debt |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
(a) |
|
|
(b) |
|
16
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 with a bank syndicate comprised of eleven participants, which enables the Company to borrow up to $
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 $
All amounts outstanding under the fifth amended and restated revolving credit facility become due and payable on the facility termination date of December 4, 2024. The Term Loan is repayable in quarterly payments of $
The interest rate on the fifth amended and restated revolving credit facility and the Term Loan is based on a margin over LIBOR or a base rate. At December 31, 2021, the effective interest rate on the Term Loan was approximately
The commitment fee on the unused portion of the revolving credit facility is
The fifth amended and restated credit agreement requires the Company to meet certain financial covenants, including a Fixed Charge Coverage Ratio (as defined in the credit agreement) of not less than
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, repurchase units, make investments, grant liens, sell assets, make acquisitions and engage in certain other activities.
At December 31, 2021, $
At December 31, 2021, availability was $
12) Income Taxes
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.
17
The current and deferred income tax expense for the three months ended December 31, 2021, and December 31, 2020 are as follows:
|
|
|
Three Months Ended |
|
|||||
|
|
|
December 31, |
|
|||||
|
(in thousands) |
|
2021 |
|
|
2020 |
|
||
|
Income before income taxes |
|
$ |
|
|
|
$ |
|
|
|
Current income tax expense |
|
|
|
|
|
|
|
|
|
Deferred income tax expense (benefit) |
|
|
( |
) |
|
|
|
|
|
Total income tax expense |
|
$ |
|
|
|
$ |
|
|
At December 31, 2021, we did
Our continuing practice is to recognize interest and penalties related to income tax matters as a component of income tax expense. We file U.S. Federal income tax returns and various state and local returns. A number of years may elapse before an uncertain tax position is audited and finally resolved. For our Federal income tax returns we have four tax years subject to examination. In our major state tax jurisdictions of New York, Connecticut and Pennsylvania, we have
13) Supplemental Disclosure of Cash Flow Information
|
|
|
Three Months Ended |
|
|
|||||
|
Cash paid during the period for: |
|
December 31, |
|
|
|||||
|
(in thousands) |
|
2021 |
|
|
2020 |
|
|
||
|
Income taxes, net |
|
$ |
|
|
|
$ |
|
|
|
|
Interest |
|
$ |
|
|
|
$ |
|
|
|
14) Commitments and Contingencies
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.
18
15) Earnings Per Limited Partner Unit
The following table presents the net income allocation and per unit data:
|
|
|
Three Months Ended |
|
|||||
|
Basic and Diluted Earnings Per Limited Partner: |
|
December 31, |
|
|||||
|
(in thousands, except per unit data) |
|
2021 |
|
|
2020 |
|
||
|
Net income |
|
$ |
|
|
|
$ |
|
|
|
Less General Partner’s 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 |
|
$ |
|
|
|
$ |
|
|
|
Weighted average number of Limited Partner units outstanding |
|
|
|
|
|
|
|
|
*
16) Subsequent Events
Quarterly Distribution Declared
In January 2022, we declared a quarterly distribution of $
Common Units Repurchased and Retired
In January 2022, in accordance with the Repurchase Plan, the Company repurchased and retired
Increase in Revolving Credit Facility
Effective January 25, 2022, the Company increased the revolving credit facility by $
19
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Statement Regarding Forward-Looking Disclosure
This Quarterly Report on Form 10-Q (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, cyber-attacks, inflation, global supply chain issues, labor shortages, 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 headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in our Fiscal 2021 Form 10-K under Part I Item 1A “Risk Factors.” Important factors that could cause actual results to differ materially from our expectations (“Cautionary Statements”) are disclosed in this Report and in our Fiscal 2021 Form 10-K. 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 declared a national emergency concerning the outbreak, which 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.
To date, we have not experienced any supply chain issues impacting our ability to deliver petroleum products to our customers. However, we have experienced and may continue to see disruptions in the procurement of service and installation materials. Since March 2020, we have implemented various measures in response to the COVID-19 pandemic, such as a majority of our office personnel 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.
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 approximately $2 million.
While it has not yet materially impacted our ability to serve our customers, the continued impact of the pandemic, including but not limited to, the increased desire of prospective employees to work from home has impacted our ability to fully staff our customer service, sales and other functions. In addition, we expect that we will experience an increase in wage rates to fill these positions and we might need to adjust the current wage rates of existing employees. We cannot predict how long this staffing issue will continue, but the shortage in conjunction with any kind of spike in customer activity could cause unacceptable delays in response times and increase customer losses.
20
As of December 31, 2021, we had accounts receivable of $178.8 million, of which $134.5 million was due from residential customers and $44.3 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 certain calendar 2020 payroll tax withholdings to calendar 2021 and December 2022; approximately half of which were paid in fiscal 2021.
The extent of the impact of the COVID-19 pandemic on our operational and financial performance, including our ability to execute our business strategies and initiatives, will depend on future developments, including the duration and spread of COVID-19 and related restrictions on travel and general mobility, the price of petroleum products and the timing, scope and effectiveness of federal, state and local governmental responses, all of which are uncertain and cannot be predicted. An extended period of global supply chain and economic disruption caused by COVID-19 and its variants could materially affect our business, results of operations, access to sources of liquidity and financial condition.
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 future 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.
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, 2018, through 2022, on a quarterly basis, is illustrated in the following chart (price per gallon):
|
|
|
Fiscal 2022 (a) |
|
|
Fiscal 2021 |
|
|
Fiscal 2020 |
|
|
Fiscal 2019 |
|
|
Fiscal 2018 |
|
|||||||||||||||||||||||||
|
Quarter Ended |
|
Low |
|
|
High |
|
|
Low |
|
|
High |
|
|
Low |
|
|
High |
|
|
Low |
|
|
High |
|
|
Low |
|
|
High |
|
||||||||||
|
December 31 |
|
$ |
2.06 |
|
|
$ |
2.59 |
|
|
$ |
1.08 |
|
|
$ |
1.51 |
|
|
$ |
1.86 |
|
|
$ |
2.05 |
|
|
$ |
1.66 |
|
|
$ |
2.44 |
|
|
$ |
1.74 |
|
|
$ |
2.08 |
|
|
March 31 |
|
|
— |
|
|
|
— |
|
|
|
1.46 |
|
|
|
1.97 |
|
|
|
0.95 |
|
|
|
2.06 |
|
|
|
1.70 |
|
|
|
2.04 |
|
|
|
1.84 |
|
|
|
2.14 |
|
|
June 30 |
|
|
— |
|
|
|
— |
|
|
|
1.77 |
|
|
|
2.16 |
|
|
|
0.61 |
|
|
|
1.22 |
|
|
|
1.78 |
|
|
|
2.12 |
|
|
|
1.96 |
|
|
|
2.29 |
|
|
September 30 |
|
|
— |
|
|
|
— |
|
|
|
1.91 |
|
|
|
2.34 |
|
|
|
1.08 |
|
|
|
1.28 |
|
|
|
1.75 |
|
|
|
2.08 |
|
|
|
2.05 |
|
|
|
2.35 |
|
|
(a) |
On January 31, 2022, the NYMEX ultra low sulfur diesel contract closed at $2.76 per gallon or $0.38 per gallon higher than the average of $2.38 in the three months of Fiscal 2022. |
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.
21
Estimated Depreciation and Amortization Expense
|
(In thousands) Fiscal Year |
|
Book |
|
Tax |
|
||
|
2022 |
|
$ |
32,393 |
|
$ |
26,641 |
|
|
2023 |
|
|
28,162 |
|
|
21,012 |
|
|
2024 |
|
|
23,306 |
|
|
20,303 |
|
|
2025 |
|
|
18,588 |
|
|
19,159 |
|
|
2026 |
|
|
14,615 |
|
|
18,335 |
|
|
2027 |
|
|
13,077 |
|
|
16,884 |
|
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 applicable “Payment Thresholds,” or strikes. For fiscal 2022, we entered into weather hedging contracts under which we are entitled to a payment capped at $12.5 million if degree days are less than the Payment Threshold and we are obligated to make an annual payment capped at $5.0 million if degree days exceed the Payment Threshold. The hedge period runs from November 1 through March 31, taken as a whole, for each respective fiscal year. In accordance with ASC 815-45, we recorded a $2.2 million benefit to delivery and branch expenses for the first quarter of fiscal 2022 as compared to a $4.0 million benefit for the first quarter of fiscal 2021. The final credit (if any) for fiscal 2022 may be higher or lower than this amount depending on the actual heating degree-days recorded in the period January 1, 2022 through March 31, 2022. If the heating degree-days in this period approximate the expected degree days in the contracts, the benefit will be reduced to approximately $1.0 million. If temperatures in this period are colder than expected in the contracts, then the additional heating degree-days could reduce the benefit further, possibly even to zero and potentially the Company may owe up to $5.0 million under the weather hedge contracts. Temperatures recorded for January 2022, were colder than expected.
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.
22
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
|
|
|
Fiscal Year Ended |
|
|||||||||||||||||||||||||||||||||
|
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
Net |
|
|
|
|
|
|
|
|
|
|
Net |
|
|
|
|
|
|
|
|
|
|
Net |
|
|||
|
|
|
Gross Customer |
|
|
Gains / |
|
|
Gross Customer |
|
|
Gains / |
|
|
Gross Customer |
|
|
|
|
|
|
Gains / |
|
||||||||||||||
|
|
|
Gains |
|
|
Losses |
|
|
(Attrition) |
|
|
Gains |
|
|
Losses |
|
|
(Attrition) |
|
|
Gains |
|
|
Losses |
|
|
(Attrition) |
|
|||||||||
|
First Quarter |
|
|
19,800 |
|
|
|
18,500 |
|
|
|
1,300 |
|
|
|
19,100 |
|
|
|
19,900 |
|
|
|
(800 |
) |
|
|
23,900 |
|
|
|
23,100 |
|
|
|
800 |
|
|
Second Quarter |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
12,600 |
|
|
|
17,800 |
|
|
|
(5,200 |
) |
|
|
12,600 |
|
|
|
18,200 |
|
|
|
(5,600 |
) |
|
Third Quarter |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
6,700 |
|
|
|
12,300 |
|
|
|
(5,600 |
) |
|
|
8,000 |
|
|
|
13,600 |
|
|
|
(5,600 |
) |
|
Fourth Quarter |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
9,500 |
|
|
|
14,900 |
|
|
|
(5,400 |
) |
|
|
10,700 |
|
|
|
15,800 |
|
|
|
(5,100 |
) |
|
Total |
|
|
19,800 |
|
|
|
18,500 |
|
|
|
1,300 |
|
|
|
47,900 |
|
|
|
64,900 |
|
|
|
(17,000 |
) |
|
|
55,200 |
|
|
|
70,700 |
|
|
|
(15,500 |
) |
Customer gains (attrition) as a percentage of home heating oil and propane customer base
|
|
|
Fiscal Year Ended |
|
|||||||||||||||||||||||||||||||||
|
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
Net |
|
|
|
|
|
|
|
|
|
|
Net |
|
|
|
|
|
|
|
|
|
|
Net |
|
|||
|
|
|
Gross Customer |
|
|
Gains / |
|
|
Gross Customer |
|
|
Gains / |
|
|
Gross Customer |
|
|
Gains / |
|
||||||||||||||||||
|
|
|
Gains |
|
|
Losses |
|
|
(Attrition) |
|
|
Gains |
|
|
Losses |
|
|
(Attrition) |
|
|
Gains |
|
|
Losses |
|
|
(Attrition) |
|
|||||||||
|
First Quarter |
|
|
4.7 |
% |
|
|
4.4 |
% |
|
|
0.3 |
% |
|
|
4.4 |
% |
|
|
4.6 |
% |
|
|
(0.2 |
%) |
|
|
5.3 |
% |
|
|
5.1 |
% |
|
|
0.2 |
% |
|
Second Quarter |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2.9 |
% |
|
|
4.1 |
% |
|
|
(1.2 |
%) |
|
|
2.8 |
% |
|
|
4.0 |
% |
|
|
(1.2 |
%) |
|
Third Quarter |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1.3 |
% |
|
|
2.6 |
% |
|
|
(1.3 |
%) |
|
|
1.8 |
% |
|
|
3.0 |
% |
|
|
(1.2 |
%) |
|
Fourth Quarter |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2.1 |
% |
|
|
3.3 |
% |
|
|
(1.2 |
%) |
|
|
2.3 |
% |
|
|
3.5 |
% |
|
|
(1.2 |
%) |
|
Total |
|
|
4.7 |
% |
|
|
4.4 |
% |
|
|
0.3 |
% |
|
|
10.7 |
% |
|
|
14.6 |
% |
|
|
(3.9 |
%) |
|
|
12.2 |
% |
|
|
15.6 |
% |
|
|
(3.4 |
%) |
For the three months ended December 31, 2021, the Company gained 1,300 accounts (net), or 0.3 % of its home heating oil and propane customer base, compared to 800 accounts lost (net), or 0.2 % of its home heating oil and propane customer base, during the three months ended December 31, 2020. Gross customer gains were 700 more than the prior year’s comparable period, and gross customer losses were 1,400 accounts less primarily due to reduced turnover of newer accounts.
During the three months ended December 31, 2021, we estimate that we lost 0.4% of our home heating oil and propane accounts to natural gas conversions versus 0.3% for the three months ended December 31, 2020 and 0.4% for the three months ended December 31, 2019. Losses to natural gas in our footprint for the heating oil and propane industry could be greater or less than the Company’s estimates.
23
Acquisitions
The timing of acquisitions and the types of products sold by acquired companies impact year-over-year comparisons. As of December 31, 2021 the Company acquired three heating oil dealers. During fiscal 2021 the Company acquired two propane and three heating oil dealers. 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 2022 Acquisitions |
|
|||||||||||||
|
Acquisition Number |
|
Month of Acquisition |
|
Home Heating Oil and Propane |
|
|
Other Petroleum Products |
|
|
Total |
|
|||
|
1 |
|
October |
|
|
437 |
|
|
|
48 |
|
|
|
485 |
|
|
2 |
|
December |
|
|
741 |
|
|
|
— |
|
|
|
741 |
|
|
3 |
|
December |
|
|
1,768 |
|
|
|
— |
|
|
|
1,768 |
|
|
|
|
|
|
|
2,946 |
|
|
|
48 |
|
|
|
2,994 |
|
|
(in thousands of gallons) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2021 Acquisitions |
|
|||||||||||||
|
Acquisition Number |
|
Month of Acquisition |
|
Home Heating Oil and Propane |
|
|
Other Petroleum Products |
|
|
Total |
|
|||
|
1 |
|
December |
|
|
5,452 |
|
|
|
— |
|
|
|
5,452 |
|
|
2 |
|
December |
|
|
1,318 |
|
|
|
— |
|
|
|
1,318 |
|
|
3 |
|
February |
|
|
305 |
|
|
|
— |
|
|
|
305 |
|
|
4 |
|
March |
|
|
1,163 |
|
|
|
— |
|
|
|
1,163 |
|
|
5 |
|
April |
|
|
4,509 |
|
|
|
166 |
|
|
|
4,675 |
|
|
|
|
|
|
|
12,747 |
|
|
|
166 |
|
|
|
12,913 |
|
Protected Price Account Renewals
A substantial majority of the Company’s price-protected customers have agreements with us that are subject to annual renewal in the period between April and November of each fiscal year. If a significant number of these customers elect not to renew their price-protected agreements with us and do not continue as our customers under a variable price-plan, the Company’s near term profitability, liquidity and cash flow will be adversely impacted. As of January 31, 2022, the wholesale cost of home heating oil as measured by the New York Mercantile Exchange was $2.76 per gallon, approximately $1.16 per gallon higher than at January 31, 2021. Based on these recent prices, our price-protected customers will be offered renewal contracts at significantly higher prices than last year which, may adversely impact the acceptance rate of these renewals.
Seasonality
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 1991 to 2020. 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.
24
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 Quarterly Report.
25
Three Months Ended December 31, 2021
Compared to the Three Months Ended December 31, 2020
Volume
For the three months ended December 31, 2021, retail volume of home heating oil and propane sold decreased by 2.5 million gallons, or 2.8%, to 87.0 million gallons, compared to 89.5 million gallons for the three months ended December 31, 2020. For those locations where we had existing operations during both periods, which we sometimes refer to as the “base business” (i.e., excluding acquisitions), temperatures (measured on a heating degree day basis) for the three months ended December 31, 2021 were 6.3% warmer than the three months ended December 31, 2020. Temperatures during the three months ended December 31, 2021 were 18.6% warmer than normal, as reported by NOAA. For the twelve months ended December 31, 2021, net customer attrition for the base business was 3.5%. 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) |
|
Heating Oil and Propane |
|
|
|
Volume - Three months ended December 31, 2020 |
|
|
89.5 |
|
|
Net customer attrition |
|
|
(4.0 |
) |
|
Impact of warmer temperatures |
|
|
(5.2 |
) |
|
Acquisitions |
|
|
3.4 |
|
|
Sale of certain propane assets |
|
|
(0.2 |
) |
|
Other (a) |
|
|
3.5 |
|
|
Change |
|
|
(2.5 |
) |
|
Volume - Three months ended December 31, 2021 |
|
|
87.0 |
|
|
|
(a) |
We anticipate that the volume delivered for the remainder of fiscal 2022 may be less than anticipated on a temperature compensated basis. |
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 the three months ended December 31, 2021, compared to the three months ended December 31, 2020:
|
|
|
Three Months Ended |
|
|||||
|
Customers |
|
December 31, 2021 |
|
|
December 31, 2020 |
|
||
|
Residential Variable |
|
|
44.5 |
% |
|
|
42.6 |
% |
|
Residential Price-Protected (Ceiling and Fixed Price) |
|
|
42.8 |
% |
|
|
45.4 |
% |
|
Commercial/Industrial |
|
|
12.7 |
% |
|
|
12.0 |
% |
|
Total |
|
|
100.0 |
% |
|
|
100.0 |
% |
Volume of motor fuel and other petroleum products sold increased by 1.6 million gallons, or 4.4%, to 39.3 million gallons for the three months ended December 31, 2021, compared to 37.7 million gallons for the three months ended December 31, 2020, as certain sectors rebounded from the impact of COVID-19’s impact on economic activity.
Product Sales
For the three months ended December 31, 2021, product sales increased by $111.0 million, or 36.9%, to $411.3 million, compared to $300.3 million for the three months ended December 31, 2020, as an increase in selling prices more than offset a decline in total volume sold. The increase in selling prices was largely attributable to an increase in wholesale product cost of $0.8200 per gallon, or 60.6%.
Installations and Service
For the three months ended December 31, 2021, installation and service revenue increased by $4.0 million, or 5.5%, to $77.0 million, compared to $73.0 million for the three months ended December 31, 2020 as economic activity increased as many COVID-19 restrictions were removed. During the three months ended December 31, 2020, we ceased making non-emergency service calls, and we believe that some customers deferred the installation of new equipment.
26
Cost of Product
For the three months ended December 31, 2021, cost of product increased $102.5 million, or 59.5%, to $274.6 million, compared to $172.1 million for the three months ended December 31, 2020 as the impact of a $0.8200 per gallon, or 60.6%, increase in wholesale product cost more than offset a decrease in total volume sold.
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 the three months ended December 31, 2021 increased by $0.1259 per gallon, to $1.4447 per gallon, from $1.3188 per gallon during the three months ended December 31, 2020. Going forward, we cannot assume that per gallon margins realized during the three months ended December 31, 2021 are sustainable especially with the recent increases in heating oil and propane costs. Product sales and cost of product include home heating oil, propane, other petroleum products and liquidated damages billings.
|
|
|
Three Months Ended |
|
|||||||||||||
|
|
|
December 31, 2021 |
|
|
December 31, 2020 |
|
||||||||||
|
Home Heating Oil and Propane |
|
Amount (in millions) |
|
|
Per Gallon |
|
|
Amount (in millions) |
|
|
Per Gallon |
|
||||
|
Volume |
|
|
87.0 |
|
|
|
|
|
|
|
89.5 |
|
|
|
|
|
|
Sales |
|
$ |
305.7 |
|
|
$ |
3.5139 |
|
|
$ |
240.8 |
|
|
$ |
2.6899 |
|
|
Cost |
|
$ |
180.0 |
|
|
$ |
2.0692 |
|
|
$ |
122.7 |
|
|
$ |
1.3711 |
|
|
Gross Profit |
|
$ |
125.7 |
|
|
$ |
1.4447 |
|
|
$ |
118.1 |
|
|
$ |
1.3188 |
|
|
Motor Fuel and Other Petroleum Products |
|
Amount (in millions) |
|
|
Per Gallon |
|
|
Amount (in millions) |
|
|
Per Gallon |
|
||||
|
Volume |
|
|
39.3 |
|
|
|
|
|
|
|
37.7 |
|
|
|
|
|
|
Sales |
|
$ |
105.5 |
|
|
$ |
2.6824 |
|
|
$ |
59.5 |
|
|
$ |
1.5796 |
|
|
Cost |
|
$ |
94.5 |
|
|
$ |
2.4035 |
|
|
$ |
49.4 |
|
|
$ |
1.3112 |
|
|
Gross Profit |
|
$ |
11.0 |
|
|
$ |
0.2789 |
|
|
$ |
10.1 |
|
|
$ |
0.2684 |
|
|
Total Product |
|
Amount (in millions) |
|
|
|
|
Amount (in millions) |
|
|
|
||
|
Sales |
|
$ |
411.2 |
|
|
|
|
$ |
300.3 |
|
|
|
|
Cost |
|
$ |
274.5 |
|
|
|
|
$ |
172.1 |
|
|
|
|
Gross Profit |
|
$ |
136.7 |
|
|
|
|
$ |
128.2 |
|
|
|
For the three months ended December 31, 2021, total product gross profit was $136.7 million, which was $8.5 million, or 6.6%, higher than the three months ended December 31, 2020, as a decrease in home heating oil and propane volume ($3.3 million) was more than offset by the impact of an increase in home heating oil and propane margins ($10.9 million) and an increase in gross profit from other petroleum products ($0.9 million).
Cost of Installations and Service
Total installation costs for the three months ended December 31, 2021 increased by $3.3 million or 13.7%, to $26.8 million, compared to $23.5 million of installation costs for the three months ended December 31, 2020, primarily due to increased installation revenues. Installation costs as a percentage of installation sales were 81.0% for the three months ended December 31, 2021 and 78.3% for the three months ended December 31, 2020. A return to a normal level of installation sales, as many COVID-19 restrictions were removed, drove the increase in installation costs. Gross profit from installations decreased by $0.2 million.
Service expense increased by $1.5 million, or 3.3%, to $47.3 million for the three months ended December 31, 2021, representing 107.6% of service sales, versus $45.8 million, or 106.6% of service sales, for the three months ended December 31, 2020. Service expense rose as the Company resumed normal service work and activity that was curtailed during the first quarter of fiscal 2021 due to COVID-19. A large proportion of our service expenses are incurred under fixed-fee prepaid service contract arrangements, therefore trends in service expenses may not directly correlate to trends in the related revenues. Gross loss from service increased $0.5 million.
27
We realized a combined gross profit from service and installation of $3.0 million for the three months ended December 31, 2021 compared to a gross profit of $3.7 million for the three months ended December 31, 2020, a $0.7 million decrease.
(Increase) Decrease in the Fair Value of Derivative Instruments
During the three months ended December 31, 2021, the change in the fair value of derivative instruments resulted in a $13.4 million charge due to a decrease in the market value for unexpired hedges (a $3.3 million charge), and a $10.1 million charge due to the expiration of certain hedged positions.
During the three months ended December 31, 2020, the change in the fair value of derivative instruments resulted in a $17.4 million credit due to an increase in the market value for unexpired hedges (an $11.1 million credit) and a $6.3 million credit due to the expiration of certain hedged positions.
Delivery and Branch Expenses
For the three months ended December 31, 2021, delivery and branch expense increased $8.3 million, or 10.3%, to $89.0 million, compared to $80.7 million for the three months ended December 31, 2020, reflecting a $1.8 million lower benefit recorded from the Company’s weather hedge, additional costs from acquisitions of $1.6 million and a $4.9 million, or 6.1%, increase in expense within the base business. The increase in the base business was driven by a $1.6 million increase, or 6.0% increase in delivery expenses due to increases in wages, vehicle fuel, transport, and maintenance expenses, a $1.1 million increase in insurance related expense, a $0.9 million increase in medical claim expense, a $0.8 million increase in bad debt and credit card fee expense, and other increases of $0.5 million. As of December 31, 2021 we recorded a benefit of $2.2 million under our weather hedge program that reduced delivery and branch expenses, versus a benefit of $4.0 million as of December 31, 2020. While temperatures were warmer for the first quarter of fiscal 2022 than the prior year’s comparable period, the warmer temperatures were largely occurring during October 2021, which is prior to the weather hedge period, which begins November 1, 2021, resulting in a lower weather hedge benefit. The final credit (if any) for fiscal 2022 may be lower or higher depending on the accumulation of actual heating degree-days recorded in the period January 1, 2022 through March 31, 2022. If the heating degree-days in this period approximate the expected degrees days in the contracts, the credit will be reduced to approximately $1.0 million. If temperatures in this period are colder than expected in the contracts, then the additional heating degree-days could reduce the credit further, possibly even to zero and potentially the Company may owe up to $5.0 million under the weather hedge contracts. At the end of January 2022, the Company expects to owe under the weather hedge contract as temperatures recorded for January 2022 were colder than expected.
Depreciation and Amortization Expenses
For the three months ended December 31, 2021, depreciation and amortization expenses increased $0.4 million, or 6.2% to $8.4 million, compared to $8.0 million for the three months ended December 31, 2020 primarily due to acquisitions.
General and Administrative Expenses
For the three months ended December 31, 2021, general and administrative expenses increased by $0.5 million or 7.0%, to $6.7 million, from $6.2 million for the three months ended December 31, 2020, due to a $0.2 million increase in legal and professional expenses, a $0.2 million increase in salaries and benefits, and a $0.1 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. 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 adjusts accordingly based on Adjusted EBITDA levels achieved.
Finance Charge Income
For the three months ended December 31, 2021, finance charge income increased to $0.5 million from $0.4 million for the three months ended December 31, 2020, primarily due to slightly higher customer late payment charges.
Interest Expense, Net
For the three months ended December 31, 2021, net interest expense increased by $0.2 million, or 11.2%, to $2.1 million compared to $1.9 million for the three months ended December 31, 2020. The year-over-year change was driven by an increase in average borrowings of $27.0 million from $130.8 million for the three months ended December 31, 2020 to $157.8 million for the three months ended December 31, 2021, that was partially offset by a decrease in the weighted average interest rate from 4.4% for the three months ended December 31, 2020 to 3.8% for the three months ended December 31, 2021. To hedge against rising interest rates, the Company utilizes interest rate swaps. At December 31, 2021, $57.8 million, or 56%, of Star’s long term debt, was fixed.
28
Amortization of Debt Issuance Costs
For the three months ended December 31, 2021, amortization of debt issuance cost was $0.2 million, essentially unchanged from the three months ended December 31, 2020.
Income Tax Expense
For the three months ended December 31, 2021, the Company’s income tax expense decreased by $9.0 million to $5.8 million, from $14.8 million for the three months ended December 31, 2020, due primarily to a decrease in income before income taxes of $32.4 million primarily reflecting an unfavorable change in the fair value of derivative instruments of $30.8 million.
Net Income
For the three months ended December 31, 2021, Star’s net income decreased $23.4 million, to $14.5 million compared to the three months ended December 31, 2020, primarily due to an unfavorable change in the fair value of derivative instruments of $30.8 million and a decrease in Adjusted EBITDA of $0.9 million, that was partially offset by a decrease in the Company’s income tax expense of $9.0 million.
Adjusted EBITDA
For the three months ended December 31, 2021, Adjusted EBITDA decreased by $0.9 million, to $44.5 million, compared to the three months ended December 31, 2020, as the impact of a decline in home heating oil and propane volume of 2.5 million gallons and higher operating expenses more than offset an increase in home heating oil and propane per gallon margins. As of December 31, 2021 the Company recorded a credit of $2.2 million under their weather hedging contracts that reduced delivery and branch expenses. The final credit (if any) for fiscal 2022 may be lower or higher depending on the accumulation of actual heating degree-days recorded in the period January 1, 2022 through March 31, 2022. If the heating degree-days in this period approximate the expected degrees days in the contracts, the credit will be reduced to approximately $1.0 million. If temperatures in this period are colder than expected in the contracts, then the additional heating degree-days could reduce the credit further, possibly even to zero and potentially the Company may owe up to $5.0 million under the weather hedge contracts. At the end of January 2022, the Company expects to owe under the weather hedge contract as temperatures recorded for January 2022 were colder than expected.
29
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:
|
|
|
Three Months Ended December 31, |
|
|||||
|
(in thousands) |
|
2021 |
|
|
2020 |
|
||
|
Net income |
|
$ |
14,489 |
|
|
$ |
37,860 |
|
|
Plus: |
|
|
|
|
|
|
|
|
|
Income tax expense |
|
|
5,838 |
|
|
|
14,828 |
|
|
Amortization of debt issuance costs |
|
|
239 |
|
|
|
247 |
|
|
Interest expense, net |
|
|
2,058 |
|
|
|
1,851 |
|
|
Depreciation and amortization |
|
|
8,448 |
|
|
|
7,957 |
|
|
EBITDA (a) |
|
|
31,072 |
|
|
|
62,743 |
|
|
(Increase) / decrease in the fair value of derivative instruments |
|
|
13,403 |
|
|
|
(17,395 |
) |
|
Adjusted EBITDA (a) |
|
|
44,475 |
|
|
|
45,348 |
|
|
Add / (subtract) |
|
|
|
|
|
|
|
|
|
Income tax expense |
|
|
(5,838 |
) |
|
|
(14,828 |
) |
|
Interest expense, net |
|
|
(2,058 |
) |
|
|
(1,851 |
) |
|
Recovery for losses on accounts receivable |
|
|
(288 |
) |
|
|
(476 |
) |
|
Increase in accounts receivables |
|
|
(78,794 |
) |
|
|
(62,989 |
) |
|
Increase in inventories |
|
|
(16,388 |
) |
|
|
(7,177 |
) |
|
Decrease in customer credit balances |
|
|
(14,504 |
) |
|
|
(8,987 |
) |
|
Change in deferred taxes |
|
|
(684 |
) |
|
|
3,601 |
|
|
Change in other operating assets and liabilities |
|
|
8,214 |
|
|
|
20,358 |
|
|
Net cash used in operating activities |
|
$ |
(65,865 |
) |
|
$ |
(27,001 |
) |
|
Net cash used in investing activities |
|
$ |
(7,034 |
) |
|
$ |
(35,903 |
) |
|
Net cash provided by financing activities |
|
$ |
89,371 |
|
|
$ |
24,840 |
|
|
(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. |
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 but 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; |
30
|
|
• |
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. |
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 fiscal quarters) when customer payments exceed the cost of deliveries.
During the three months ended December 31, 2021, cash used in operating activities increased $38.9 million to $65.9 million, compared to $27.0 million during the three months ended December 31, 2020. Higher per gallon product costs drove an increase in accounts receivable on a comparable basis (including customer credit balances accounts) of $21.3 million. While accounts receivable were higher at December 31, 2021 than December 31, 2020, day’s sales outstanding declined to 26.2 days at December 31, 2021 compared to 28.4 days at December 31, 2020. The higher product cost also drove a $9.2 million increase in cash required to purchase liquid product inventory and contributed to a $12.1 million increase in net cash paid for certain hedge positions. We also paid $3.9 million more in payroll taxes in the first fiscal quarter of 2022 versus the first fiscal quarter of 2021 as the result of deferring payment of certain payroll tax withholdings in first quarter of fiscal 2021 to the first fiscal quarter of fiscal 2023, and $0.3 million of other net changes in working capital. These cash flow changes were partially offset by a $4.8 million favorable change in accrued payroll due to timing and a $3.1 million favorable change in accounts payable due to the pricing and timing of inventory purchases.
Investing Activities
During the three months ended December 31, 2021, the Company acquired three heating oil dealers for an aggregate price of approximately $4.2 million; $3.3 million in cash and $0.9 million in deferred liabilities. The gross purchase price was allocated $2.9 million to intangible assets, $2.1 million to fixed assets and reduced by $0.8 million in working capital credits.
Our capital expenditures for the three months ended December 31, 2021 totaled $3.8 million, as we invested in computer hardware and software ($0.5 million), refurbished certain physical plants ($0.8 million), expanded our propane operations ($1.0 million) and made additions to our fleet and other equipment ($1.5 million).
During the three months ended December 31, 2021, $0.2 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 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.
Our capital expenditures for the three months ended December 31, 2020 totaled $4.7 million, as we invested in computer hardware and software ($0.8 million), refurbished certain physical plants ($1.0 million), expanded our propane operations ($0.6 million) and made additions to our fleet and other equipment ($2.3 million).
During the three months ended December 31, 2020, $0.3 million of earnings were reinvested into the irrevocable trust.
On October 27, 2020, the Company sold certain propane assets for cash proceeds of $6.1 million. On December 31, 2020, the Company acquired two propane dealers for approximately $37.9 million; $37.1 million in cash and $0.8 million of deferred liabilities. The gross purchase price was allocated $32.7 million to intangible assets, $5.7 million to fixed assets and reduced by $0.5 million in working capital credits.
Financing Activities
During the three months ended December 31, 2021, we repaid $7.9 million of our term loan, borrowed $115.1 million under our revolving credit facility, repurchased 1.1 million Common Units for $11.8 million primarily in connection with our unit repurchase plan, and paid distributions of $5.5 million to our Common Unit holders and $0.3 million to our General Partner unit holders (including $0.2 million of incentive distributions as provided in our Partnership Agreement).
During the three months ended December 31, 2020, we repaid $3.3 million of our term loan, borrowed $59.3 million under our revolving credit facility, repurchased 2.6 million Common Units for $25.3 million in connection with our unit repurchase plan, and paid distributions of $5.7 million to our Common Unit holders and $0.2 million to our General Partner unit holders (including $0.2 million of incentive distributions as provided in our Partnership Agreement).
31
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 December 31, 2021 ($21.2 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 December 31, 2021, we had accounts receivable of $178.8 million of which $134.5 million is due from residential customers and $44.3 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 December 31, 2021, we had $123.7 million of borrowings under our revolving credit facility, $102.6 million outstanding under our term loan, and $5.1 million in letters of credit outstanding.
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 December 31, 2021, Availability, as defined in the fifth amended and restated revolving credit facility agreement, was $136.6 million and we were in compliance with the fixed charge coverage ratio and senior secured leverage ratio.
Maintenance capital expenditures for the remainder of fiscal 2022 are estimated to be approximately $12.5 million to $13.5 million, excluding the capital requirements for leased fleet. In addition, we plan to invest approximately $2.5 million to $3.0 million in our propane operations. Distributions for the balance of fiscal 2022, at the current quarterly level of $0.1425 per unit, would result in aggregate payments of approximately $16.1 million to Common Unit holders, $0.8 million to our General Partner (including $0.7 million of incentive distribution as provided for in our Partnership Agreement) and $0.7 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. For fiscal 2022, we are not required to make any additional deposits into our captive insurance company. 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
There has been no material change to Contractual Obligations and Off-Balance Sheet Arrangements since our September 30, 2021 Form 10-K disclosure and therefore, the table has not been included in this Form 10-Q.
Recent Accounting Pronouncements
Refer to Note 2 – Summary of Significant Accounting Policies for discussion regarding the impact of accounting standards that were recently adopted and issued but not yet effective, on our consolidated financial statements.
32
Item 3.
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 December 31, 2021, we had outstanding borrowings totaling $226.3 million, of which $168.6 million 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 $1.2 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 and vehicle fuels. 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 December 31, 2021, the potential impact on our hedging activity would be to increase the fair market value of these outstanding derivatives by $12.0 million to a fair market value of $30.1 million; and conversely a hypothetical ten percent decrease in the cost of product would decrease the fair market value of these outstanding derivatives by $8.9 million to a fair market value of $9.2 million.
Item 4.
Controls and Procedures
a) Evaluation of disclosure controls and procedures
The General Partner’s chief executive officer and 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 December 31, 2021. 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 December 31, 2021 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 Securities Exchange Act of 1934, as amended (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 its chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
b) Change in internal control over financial reporting
No changes in the Company’s internal control over financial reporting occurred during the Company’s most recent fiscal quarter that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.
c) Other
The 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 a 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 procedures are designed to provide such reasonable assurances of achieving our desired control objectives, and the chief executive officer and chief financial officer of the General Partner have concluded, as of December 31, 2021, that our disclosure controls and procedures were effective in achieving that level of reasonable assurance.
33
PART II OTHER INFORMATION
Item 1.
Legal Proceedings
In the opinion of management, we are not a party to any litigation, which individually or in the aggregate could reasonably be expected to have a material adverse effect on our results of operations, financial position or liquidity.
Item 1A.
Risk Factors
In addition to the other information set forth in this Report, investors should carefully review and consider the information regarding certain factors, which could materially affect our business, results of operations, financial condition and cash flows set forth in Part I Item 1A. “Risk Factors” in our Fiscal 2021 Form 10-K. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
Note 4 to the Condensed Consolidated Financial Statements concerning the Company’s repurchase of Common Units during the three months ended December 31, 2021 is incorporated into this Item 2 by reference.
34
Item 6.
Exhibits
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|
(a) |
Exhibits Included Within: |
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10.1
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|
|
31.1 |
Certification of Chief Executive Officer, Star Group, L.P., pursuant to Rule 13a-14(a)/15d-14(a). |
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31.2 |
Certification of Chief Financial Officer, Star Group, L.P., pursuant to Rule 13a-14(a)/15d-14(a). |
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32.1 |
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32.2 |
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101 |
The following materials from the Star Group, L.P. Quarterly Report on Form 10-Q for the quarter ended December 31, 2021, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Partners’ Capital, (v) the Condensed Consolidated Statements of Cash Flows and (vi) related notes. |
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101.INS |
Inline XBRL Instance Document. |
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101.SCH |
Inline XBRL Taxonomy Extension Schema Document. |
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101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
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101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document. |
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101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
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101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document. |
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104 |
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
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35
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf of the undersigned thereunto duly authorized:
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|
Star Group, L.P. |
||
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(Registrant) |
||
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By: |
Kestrel Heat LLC AS GENERAL PARTNER |
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Signature |
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Title |
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Date |
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|
|
/s/ Richard F. Ambury Richard F. Ambury |
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Executive Vice President, Chief Financial Officer, Treasurer and Secretary Kestrel Heat LLC (Principal Financial Officer) |
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February 2, 2022 |
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Signature |
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Title |
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Date |
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/s/ Cory A. Czekanski Cory A. Czekanski |
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Vice President – Controller Kestrel Heat LLC (Principal Accounting Officer) |
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February 2, 2022 |
36
Exhibit 10.1
UNIT PURCHASE AGREEMENT
THIS AGREEMENT dated as of the 30th day of December, 2021, by and between Star Group, L.P., a Delaware limited partnership (hereinafter referred to as “Purchaser”), and Yorktown Energy Partners VI ,L.P. a Delaware limited partnership (hereinafter referred to as “Seller”).
Statement of Facts:
A.Seller is the beneficial owner of common units of limited partnership interest of Purchaser (the “Common Units”).
B.Purchaser desires to purchase 413,223 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 $10.55 per Unit for a total purchase price for the Units of $4,359,502.65 (the “Purchase Price”).
3.Closing. Closing shall occur on the 31sth day of December 2021 (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:
(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
520969.000004 21935708.1
Exhibit 10.1
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.
(c)Material Non-Public Information. To its knowledge, Purchaser has not provided any material non-public information regarding Purchaser to Seller that has not been disclosed to the public prior to the date hereof.
(d)Accredited Investor. Purchaser is an “accredited investor” as that term is defined under Securities and Exchange Commission Regulation D.
(e)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.
(f)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.
(g)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.
7.Securities Law Representations, Warranties, Covenants, and Releases. In connection with the Purchase, Seller hereby represents, warrants and agrees as follows:
(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 first fiscal quarter ending December 31, 2021, and Purchaser is precluded from disclosing such information to Seller (the “Non-Disclosure”);
2
Exhibit 10.1
(b)the Non-Public Information may be indicative of a value of the Units that is higher than the purchase price reflected in the Purchase;
(c)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;
(d)Seller is not relying on any representations, warranties or disclosure from Purchaser or any person acting on Purchaser’s behalf in connection with the Purchase;
(e)Seller acknowledges that Purchaser is relying on this Agreement in purchasing the Units and would not purchase the Units in the absence of this Agreement; and
(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.Survival. The representations and warranties contained in this Agreement shall survive indefinitely.
10.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.Binding Effect. This Agreement shall bind the parties hereto, their legal representatives, their successors and assigns.
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 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
3
Exhibit 10.1
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
Exhibit 10.1
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the day and year first above written.
PURCHASER:
STAR GROUP, L.P.
By Kestrel Heat, LLC, general partner
By: /s/ Richard F. Ambury
Name:Richard F. Ambury
Title:Executive Vice President and Chief Financial Officer
SELLER:
Yorktown Energy Partners VI, L.P.
By: Yorktown VI Company LP,
its general partner
By: Yorktown VI Associates LLC,
its general partner
By: /s/ Robert A. Signorino
Name:Robert A. Signorino
Title: Managing Member
5
Exhibit 31.1
CERTIFICATIONS
I, Jeffrey M. Woosnam, certify that:
|
1. |
I have reviewed this quarterly report on Form 10-Q of Star Group, L.P. (“Registrant”); |
|
2. |
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; |
|
3. |
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; |
|
4. |
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) |
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; |
|
|
(b) |
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; |
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|
(c) |
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 |
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|
(d) |
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; and |
|
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): |
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|
(a) |
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; |
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|
(b) |
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. |
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Date: February 2, 2022 |
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/s/ Jeffrey M. Woosnam |
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Jeffrey M. Woosnam |
|
President and Chief Executive Officer |
|
Star Group, L.P. |
Exhibit 31.2
CERTIFICATIONS
I, Richard F. Ambury, certify that:
|
1. |
I have reviewed this quarterly report on Form 10-Q of Star Group, L.P. (“Registrant”); |
|
2. |
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; |
|
3. |
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; |
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4. |
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: |
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(a) |
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; |
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(b) |
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; |
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(c) |
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 |
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(d) |
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; and |
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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): |
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(c) |
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; |
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(d) |
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. |
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Date: February 2, 2022 |
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/s/ Richard F. Ambury |
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Richard F. Ambury |
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Chief Financial Officer |
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Star Group, L.P. |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Star Group, L.P. (the “Company”) on Form 10-Q for the quarterly period ended December 31, 2021, 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:
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(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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(2) |
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.
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STAR GROUP, L.P. |
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By: |
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KESTREL HEAT, LLC (General Partner) |
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Date: February 2, 2022 |
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By: |
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/s/ Jeffrey M. Woosnam |
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Jeffrey M. Woosnam |
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President and Chief Executive Officer |
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Star Group, L.P. |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Star Group, L.P. (the “Company”) on Form 10-Q for the quarterly period ended December 31, 2021, 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:
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(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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(2) |
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.
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STAR GROUP, L.P. |
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By: |
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KESTREL HEAT, LLC (General Partner) |
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/s/ Richard F. Ambury |
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Date: February 2, 2022 |
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By: |
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Richard F. Ambury |
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Chief Financial Officer |
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Star Group, L.P. |