Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Mar. 31, 2014 | Apr. 30, 2014 | |
Document Information [Line Items] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Trading Symbol | 'SGU | ' |
Entity Registrant Name | 'STAR GAS PARTNERS LP | ' |
Entity Central Index Key | '0001002590 | ' |
Current Fiscal Year End Date | '--09-30 | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 57,467,744 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2014 | Sep. 30, 2013 | ||
In Thousands, unless otherwise specified | ||||
Current assets | ' | ' | ||
Cash and cash equivalents | $12,955 | $85,057 | ||
Receivables, net of allowance of $10,960 and $7,928, respectively | 377,817 | 96,124 | ||
Inventories | 60,147 | 68,150 | ||
Fair asset value of derivative instruments | 47 | 646 | ||
Current deferred tax assets, net | 12,229 | 32,447 | ||
Prepaid expenses and other current assets | 25,745 | 23,456 | ||
Total current assets | 488,940 | 305,880 | ||
Property and equipment, net | 68,996 | 51,323 | ||
Goodwill | 204,268 | 201,130 | ||
Intangibles, net | 110,899 | 66,790 | ||
Deferred charges and other assets, net | 11,175 | 7,381 | ||
Total assets | 884,278 | 632,504 | ||
Current liabilities | ' | ' | ||
Accounts payable | 42,085 | 18,681 | ||
Revolving credit facility borrowings | 165,741 | ' | ||
Fair liability value of derivative instruments | 2,917 | 3,999 | ||
Accrued expenses and other current liabilities | 141,552 | 87,142 | ||
Unearned service contract revenue | 49,610 | 40,608 | ||
Customer credit balances | 22,289 | 70,196 | ||
Total current liabilities | 424,194 | 220,626 | ||
Long-term debt | 124,515 | [1] | 124,460 | [1] |
Long-term deferred tax liabilities, net | 7,697 | 19,292 | ||
Other long-term liabilities | 7,385 | 8,845 | ||
Partners' capital | ' | ' | ||
Common unitholders | 342,608 | 282,289 | ||
General partner | 266 | 3 | ||
Accumulated other comprehensive loss, net of taxes | -22,387 | -23,011 | ||
Total partners' capital | 320,487 | 259,281 | ||
Total liabilities and partners' capital | $884,278 | $632,504 | ||
[1] | The 8.875% Senior Notes were originally issued in November 2010 in a private placement offering pursuant to Rule 144A and Regulation S under the Securities Act of 1933, and in February 2011, were exchanged for substantially identical public notes registered with the Securities and Exchange Commission. These public notes mature in December 2017 and accrue interest at an annual rate of 8.875% requiring semi-annual interest payments on June 1 and December 1 of each year. The discount on these notes was $0.5 million at March 31, 2014. Under the terms of the indenture, these notes permit restricted payments after passing particular financial tests. The Partnership can incur debt up to $100 million for acquisitions and can also pay restricted payments of $22.0 million without passing certain financial tests. |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2014 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | ||
Receivables, allowance | $10,960 | $7,928 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements Of Operations (USD $) | 3 Months Ended | 6 Months Ended | ||||||
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | ||||
Sales: | ' | ' | ' | ' | ||||
Product | $839,953 | $732,949 | $1,303,340 | $1,187,419 | ||||
Installations and service | 52,288 | 52,190 | 109,511 | 114,245 | ||||
Total sales | 892,241 | 785,139 | 1,412,851 | 1,301,664 | ||||
Cost and expenses: | ' | ' | ' | ' | ||||
Cost of product | 639,564 | 571,790 | 998,141 | 928,403 | ||||
Cost of installations and service | 53,032 | 51,338 | 106,475 | 108,559 | ||||
(Increase) decrease in the fair value of derivative instruments | 4,105 | -3,447 | -1,353 | 4,518 | ||||
Delivery and branch expenses | 92,428 | 83,322 | 160,828 | 151,709 | ||||
Depreciation and amortization expenses | 4,917 | 4,321 | 9,276 | 8,679 | ||||
General and administrative expenses | 6,449 | 4,761 | 11,855 | 9,252 | ||||
Finance charge income | -2,207 | -2,174 | -3,211 | -3,262 | ||||
Operating income | 93,953 | 75,228 | 130,840 | 93,806 | ||||
Interest expense, net | -4,274 | -4,014 | -7,897 | -7,431 | ||||
Amortization of debt issuance costs | -390 | -418 | -811 | -910 | ||||
Income before income taxes | 89,289 | 70,796 | 122,132 | 85,465 | ||||
Income tax expense | 37,073 | 29,117 | 50,628 | 34,034 | ||||
Net income | 52,216 | 41,679 | 71,504 | 51,431 | ||||
General Partner's interest in net income | 294 | 225 | 403 | 278 | ||||
Limited Partners' interest in net income | $51,922 | $41,454 | $71,101 | $51,153 | ||||
Basic and diluted income per Limited Partner Unit | $0.75 | [1] | $0.58 | [1] | $1.03 | [1] | $0.72 | [1] |
Weighted average number of Limited Partner units outstanding: | ' | ' | ' | ' | ||||
Basic and Diluted | 57,468 | 59,837 | 57,490 | 60,192 | ||||
[1] | See Note 14 Earnings Per Limited Partner Unit. |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements Of Comprehensive Income (USD $) | 3 Months Ended | 6 Months Ended | ||||||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | ||||
Net income | $52,216 | $41,679 | $71,504 | $51,431 | ||||
Other comprehensive income: | ' | ' | ' | ' | ||||
Unrealized gain on pension plan obligation | 528 | [1] | 664 | [1] | 1,056 | [1] | 1,328 | [1] |
Tax effect of unrealized gain on pension plan | -216 | -271 | -432 | -542 | ||||
Total other comprehensive income | 312 | 393 | 624 | 786 | ||||
Total comprehensive income | $52,528 | $42,072 | $72,128 | $52,217 | ||||
[1] | These items are included in the computation of net periodic pension cost. See Note 10 - Employee Benefit Plan. |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statement Of Partners' Capital (USD $) | Total | Common Stock | General Partner | Accumulated Other Comprehensive Income (Loss) | |
In Thousands | |||||
Beginning Balance at Sep. 30, 2013 | $259,281 | $282,289 | $3 | ($23,011) | |
Beginning Balance, unit at Sep. 30, 2013 | ' | 57,718 | 326 | ' | |
Net income | 71,504 | 71,101 | 403 | ' | |
Unrealized gain on pension plan obligation | [1] | 1,056 | ' | ' | 1,056 |
Tax effect of unrealized gain on pension plan | -432 | ' | ' | -432 | |
Distributions | -9,622 | -9,482 | -140 | ' | |
Retirement of units, shares | [2] | ' | -250 | ' | ' |
Retirement of units | [2] | -1,300 | -1,300 | ' | ' |
Ending Balance at Mar. 31, 2014 | $320,487 | $342,608 | $266 | ($22,387) | |
Ending Balance, Unit at Mar. 31, 2014 | ' | 57,468 | 326 | ' | |
[1] | These items are included in the computation of net periodic pension cost. See Note 10 - Employee Benefit Plan. | ||||
[2] | See Note 3 - Common Unit Repurchase and Retirement. |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements Of Cash Flows (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Cash flows provided by (used in) operating activities: | ' | ' |
Net income | $71,504 | $51,431 |
Adjustment to reconcile net income to net cash provided by (used in) operating activities: | ' | ' |
(Increase) decrease in the fair value of derivative instruments | -1,353 | 4,518 |
Depreciation and amortization | 10,087 | 9,589 |
Provision for losses on accounts receivable | 4,478 | 6,203 |
Change in deferred taxes | 8,190 | 8,651 |
Changes in operating assets and liabilities: | ' | ' |
Increase in receivables | -240,013 | -208,565 |
Decrease in inventories | 13,146 | 5,749 |
Decrease in other assets | 3,946 | 4,071 |
Increase in accounts payable | 12,847 | 3,884 |
Decrease in customer credit balances | -52,425 | -62,389 |
Increase in other current and long-term liabilities | 47,893 | 35,489 |
Net cash used in operating activities | -121,700 | -141,369 |
Cash flows provided by (used in) investing activities: | ' | ' |
Capital expenditures | -4,982 | -2,138 |
Proceeds from sales of fixed assets | 82 | 45 |
Acquisitions (net of cash acquired of $4,151 and $0, respectively) | -97,950 | ' |
Net cash used in investing activities | -102,850 | -2,093 |
Cash flows provided by (used in) financing activities: | ' | ' |
Revolving credit facility borrowings | 195,482 | 111,542 |
Revolving credit facility repayments | -29,741 | -50,494 |
Distributions | -9,622 | -9,478 |
Unit repurchases | -1,300 | -5,595 |
Deferred charges | -2,371 | -36 |
Net cash provided by financing activities | 152,448 | 45,939 |
Net decrease in cash and cash equivalents | -72,102 | -97,523 |
Cash and cash equivalents at beginning of period | 85,057 | 108,091 |
Cash and cash equivalents at end of period | $12,955 | $10,568 |
Condensed_Consolidated_Stateme4
Condensed Consolidated Statements Of Cash Flows (Parenthetical) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Acquisitions, cash acquired | $4,151 | $0 |
Partnership_Organization
Partnership Organization | 6 Months Ended | |||
Mar. 31, 2014 | ||||
Partnership Organization | ' | |||
1) Partnership Organization | ||||
Star Gas Partners, L.P. (“Star Gas Partners,” the “Partnership,” “we,” “us,” or “our”) is a full service provider specializing in the sale of home heating products and services to residential and commercial customers to heat their homes and buildings. The Partnership also services and sells heating and air conditioning equipment to its home heating oil and propane customers and to a lesser extent, provides these offerings to customers outside of our home heating oil and propane customer base. In certain of our marketing areas, we provide home security and plumbing services primarily to our home heating oil and propane customer base. We also sell diesel fuel, gasoline and home heating oil on a delivery only basis. All of these product and services are offered through our home heating oil and propane locations. The Partnership has one reportable segment for accounting purposes. We are the nation’s largest retail distributor of home heating oil, based upon sales volume, operating throughout the Northeast and Mid-Atlantic. | ||||
The Partnership is organized as follows: | ||||
• | The Partnership is a master limited partnership, which at March 31, 2014, had outstanding 57.5 million Common Units (NYSE: “SGU”) representing 99.44% limited partner interest in Star Gas Partners, and 0.3 million general partner units, representing 0.56% general partner interest in Star Gas Partners. The general partner of the Partnership is Kestrel Heat, LLC, a Delaware limited liability company (“Kestrel Heat” or the “general partner”). The Board of Directors of Kestrel Heat (the “Board”) is appointed by its sole member, Kestrel Energy Partners, LLC, a Delaware limited liability company (“Kestrel”). | |||
• | The Partnership owns 100% of Star Acquisitions, Inc. (“SA”), a Minnesota corporation that owns 100% of Petro Holdings, Inc. (“Petro”). SA and its subsidiaries are subject to Federal and state corporation income taxes. The Partnership’s operations are conducted through Petro and its subsidiaries. Petro is a Northeast and Mid-Atlantic region retail distributor of home heating oil and propane that at March 31, 2014 served approximately 450,000 full-service residential and commercial home heating oil and propane customers. Petro also sold diesel fuel, gasoline and home heating oil to approximately 68,000 customers on a delivery only basis. In addition, Petro installed, maintained, and repaired heating and air conditioning equipment for its customers, and provided ancillary home services, including home security and plumbing, to approximately 22,000 customers. | |||
• | Star Gas Finance Company (“SGFC”) is a 100% owned subsidiary of the Partnership. SGFC serves as the co-issuer, jointly and severally with the Partnership, of its $125 million 8.875% Senior Notes outstanding at March 31, 2014, due 2017. SGFC and the Partnership are dependent on distributions, including inter-company interest payments from its subsidiaries, to service the debt issued by SGFC and the Partnership. The distributions from these subsidiaries are not guaranteed and are subject to certain loan restrictions. SGFC has nominal assets and conducts no business operations. (See Note 9—Long-Term Debt and Bank Facility Borrowings) |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 6 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Summary of Significant Accounting Policies | ' | ||||||||||||||||
2) Summary of Significant Accounting Policies | |||||||||||||||||
Basis of Presentation | |||||||||||||||||
The Consolidated Financial Statements include the accounts of Star Gas Partners, L.P. and its subsidiaries. All material inter-company 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 Partnership’s business, the results of operations and cash flows for the six month period ended March 31, 2014 and March 31, 2013 are not necessarily indicative of the results to be expected for the full year. | |||||||||||||||||
These interim financial statements of the Partnership have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) for interim financial information and Rule 10-01 of Regulation S-X of the U.S. Securities and Exchange Commission and should be read in conjunction with the financial statements included in the Partnership’s Annual Report on Form 10-K for the year ended September 30, 2013. | |||||||||||||||||
Reclassification | |||||||||||||||||
The accompanying March 31, 2013 consolidated statements of operations have been revised from their previous presentation to reclassify finance charge income for the three and six months period of $2.2 million and $3.3 million respectively, and present it separately as an element of operating income. Previously, finance charge income was included in the caption interest income in the consolidated statements of operations. This reclassification was made in order to conform with common industry practice regarding the reporting of finance charge income in operating income, and had no impact on net income, financial position, and cash flows for any period. Interest expense, net consists of: | |||||||||||||||||
(in thousands) | Three Months Ended March 31, | Six Months Ended March 31, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Interest expense | $ | (4,289 | ) | $ | (4,024 | ) | $ | (7,922 | ) | $ | (7,451 | ) | |||||
Interest income | 15 | 10 | 25 | 20 | |||||||||||||
Interest expense, net | $ | (4,274 | ) | $ | (4,014 | ) | $ | (7,897 | ) | $ | (7,431 | ) | |||||
Comprehensive Income (Loss) | |||||||||||||||||
Comprehensive income (loss) is comprised of net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) consists of the unrealized gain (loss) amortization on the Partnership’s pension plan obligation for its two frozen defined benefit pension plans and the corresponding tax effect. |
Common_Unit_Repurchase_and_Ret
Common Unit Repurchase and Retirement | 6 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Common Unit Repurchase and Retirement | ' | ||||||||||||
3) Common Unit Repurchase and Retirement | |||||||||||||
In July 2012, the Star Board of Directors (“the Board”) authorized the repurchase of up to 3.0 million of the Partnership’s Common Units (“Plan III”). In July 2013, the Board authorized the repurchase of an additional 1.9 million Common Units under Plan III. The authorized Common Unit repurchases may be made from time-to-time in the open market, in privately negotiated transactions or in such other manner deemed appropriate by management. There is no guarantee of the exact number of units that will be purchased under the program and the Partnership may discontinue purchases at any time. The program does not have a time limit. The Board may also approve additional purchases of units from time to time in private transactions. The Partnership’s repurchase activities take into account SEC safe harbor rules and guidance for issuer repurchases. All of the Common Units purchased in the repurchase program will be retired. | |||||||||||||
Under the Partnership’s second amended and restated credit agreement dated January 14, 2014, in order to repurchase Common Units we must maintain Availability (as defined in the second amended and restated credit facility agreement) of $45 million, 15.0% of the facility size of $300 million (assuming the non-seasonal aggregate commitment is outstanding) on a historical pro forma and forward-looking basis, and a fixed charge coverage ratio of not less than 1.15 measured as of the date of repurchase. The Partnership was in compliance with this covenant (or the equivalent covenant under the credit agreement then in effect) for all unit repurchases made during the six months ended March 31, 2014. | |||||||||||||
The following table shows repurchases under Plan III. | |||||||||||||
(in thousands, except per unit amounts) | |||||||||||||
Period | Total Number of Units | Average Price Paid | Maximum Number | ||||||||||
Purchased (a) | per Unit (b) | of Units that May | |||||||||||
Yet Be Purchased | |||||||||||||
Plan III - Number of units authorized | 4,894 | ||||||||||||
Private transaction - Number of units authorized (c) | 1,150 | ||||||||||||
6,044 | |||||||||||||
Plan III - Fiscal year 2012 total | 22 | $ | 4.26 | 6,022 | |||||||||
Plan III - Fiscal year 2013 total (c) | 3,284 | $ | 4.63 | 2,738 | |||||||||
Plan III - First quarter fiscal year 2014 total (d) | 250 | $ | 5.2 | 2,488 | |||||||||
Plan III - Second quarter fiscal year 2014 total | — | $ | — | 2,488 | |||||||||
Plan III - Six months fiscal year 2014 total | 250 | $ | 5.2 | ||||||||||
(a) | Units were repurchased as part of a publicly announced program, except as noted in a private transaction. | ||||||||||||
(b) | Amounts include repurchase costs. | ||||||||||||
(c) | Fiscal year 2013 common unit repurchases include 1.15 million common units acquired in a private transaction. | ||||||||||||
(d) | First quarter fiscal year 2014 common unit repurchases were acquired in a private transaction. |
Derivatives_and_HedgingFair_Va
Derivatives and Hedging-Fair Value Measurements and Accounting for the Offsetting of Certain Contracts | 6 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||
Derivatives and Hedging-Fair Value Measurements and Accounting for the Offsetting of Certain Contracts | ' | ||||||||||||||||||||||||
4) Derivatives and Hedging—Fair Value Measurements and Accounting for the Offsetting of Certain Contracts | |||||||||||||||||||||||||
The Partnership uses derivative instruments such as futures, options and swap agreements in order to mitigate exposure to market risk associated with the purchase of home heating oil for price-protected customers, physical inventory on hand, inventory in transit, priced purchase commitments and internal fuel usage. The Partnership has elected not to designate its derivative instruments as hedging derivatives, but rather as economic hedges whose change in fair value is recognized in its statement of operations in the line item (Increase) decrease in the fair value of derivative instruments. Depending on the risk being economically hedged, realized gains and losses are recorded in cost of product, cost of installations and service, or delivery and branch expenses. | |||||||||||||||||||||||||
To hedge a substantial majority of the purchase price associated with heating oil gallons anticipated to be sold to its price-protected customers as of March 31, 2014, the Partnership held 0.3 million gallons of physical inventory and had bought 6.3 million gallons of swap contracts, 1.1 million gallons of call options, 4.2 million gallons of put options and 47.7 million net gallons of synthetic calls, all in future months to match anticipated sales. To hedge the inter-month differentials for its price-protected customers, its physical inventory on hand and inventory in transit, the Partnership, as of March 31, 2014, had bought 46.2 million gallons of future contracts, and had sold 60.0 million gallons of future contracts. In addition to the previously described hedging instruments, the Partnership as of March 31, 2014, had bought corresponding long and short 33.1 million net gallons of swap contracts to lock-in the differential between high sulfur home heating oil and ultra low sulfur diesel. To hedge a majority of its internal fuel usage for the remainder of fiscal 2014, the Partnership as of March 31, 2014, had bought 1.0 million gallons of future swap contracts. | |||||||||||||||||||||||||
To hedge a substantial majority of the purchase price associated with heating oil gallons anticipated to be sold to its price-protected customers as of March 31, 2013, the Partnership held 0.7 million gallons of physical inventory and had bought 5.0 million gallons of swap contracts, 0.9 million gallons of call options, 3.7 million gallons of put options and 45.4 million net gallons of synthetic calls, all in future months to match anticipated sales. To hedge the inter-month differentials for its price-protected customers, its physical inventory on hand and inventory in transit, the Partnership, as of March 31, 2013, had bought 48.5 million gallons of future contracts, had sold 54.3 million gallons of future contracts and had sold 3.0 million gallons of swap contracts. To hedge a majority of its internal fuel usage for the remainder of fiscal 2013, the Partnership as of March 31, 2013, had bought 0.8 million gallons of future swap contracts. | |||||||||||||||||||||||||
The Partnership’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., Regions Financial Corporation, Societe Generale, and Wells Fargo Bank, N.A. The Partnership 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 Partnership generally does not receive cash collateral from its counterparties and does not restrict the use of cash collateral it maintains at counterparties. At March 31, 2014, the aggregate cash posted as collateral in the normal course of business at counterparties was $1.6 million. Positions with counterparties who are also parties to our revolving credit facility are collateralized under that facility. As of March 31, 2014, $7.1 million of hedge positions and payable amounts were secured under the credit facility. | |||||||||||||||||||||||||
FASB ASC 820-10 Fair Value Measurements and Disclosures, established a three-tier fair value hierarchy, which classified the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The Partnership’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 Partnership’s Level 2 derivative assets and liabilities represent the fair value of commodity contracts used in its hedging activities that are valued using either directly or indirectly observable inputs, whose nature, risk and class are similar. No significant transfers of assets or liabilities have been made into and out of the Level 1 or Level 2 tiers. All derivative instruments were non-trading positions and were either a Level 1 or Level 2 instrument. The 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 Partnership. The Partnership’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 Partnership are based on a combination of the NYMEX published market prices and other inputs, including such factors as present value, volatility and duration. | |||||||||||||||||||||||||
The Partnership had no assets or liabilities that are measured at fair value on a nonrecurring basis subsequent to their initial recognition. The Partnership’s financial assets and liabilities measured at fair value on a recurring basis are listed on the following table. | |||||||||||||||||||||||||
(In thousands) | Fair Value Measurements at Reporting Date Using: | ||||||||||||||||||||||||
Derivatives Not Designated as Hedging | Balance Sheet Location | Total | Quoted Prices in | Significant Other | Significant | ||||||||||||||||||||
Instruments Under FASB ASC 815-10 | Active Markets for | Observable Inputs | Unobservable | ||||||||||||||||||||||
Identical Assets | Level 2 | Inputs | |||||||||||||||||||||||
Level 1 | Level 3 | ||||||||||||||||||||||||
Asset Derivatives at March 31, 2014 | |||||||||||||||||||||||||
Commodity contracts | Fair asset and fair liability value of derivative instruments | $ | 6,345 | $ | 6,345 | $ | — | ||||||||||||||||||
Commodity contract assets at March 31, 2014 | $ | 6,345 | $ | — | $ | 6,345 | $ | — | |||||||||||||||||
Liability Derivatives at March 31, 2014 | |||||||||||||||||||||||||
Commodity contracts | Fair liability and fair asset value of derivative instruments | $ | (9,215 | ) | $ | (225 | ) | $ | (8,990 | ) | $ | — | |||||||||||||
Commodity contract liabilities at March 31, 2014 | $ | (9,215 | ) | $ | (225 | ) | $ | (8,990 | ) | $ | — | ||||||||||||||
Asset Derivatives at September 30, 2013 | |||||||||||||||||||||||||
Commodity contracts | Fair asset and fair liability value of derivative instruments | $ | 14,467 | $ | 1,175 | $ | 13,292 | $ | — | ||||||||||||||||
Commodity contract assets at September 30, 2013 | $ | 14,467 | $ | 1,175 | $ | 13,292 | $ | — | |||||||||||||||||
Liability Derivatives at September 30, 2013 | |||||||||||||||||||||||||
Commodity contracts | Fair liability and fair asset value of derivative instruments | $ | (17,820 | ) | $ | (519 | ) | $ | (17,301 | ) | $ | — | |||||||||||||
Commodity contract liabilities at September 30, 2013 | $ | (17,820 | ) | $ | (519 | ) | $ | (17,301 | ) | $ | — | ||||||||||||||
The Partnership’s derivative assets (liabilities) offset by counterparty and subject to an enforceable master netting arrangement are listed on the following table. | |||||||||||||||||||||||||
(In thousands) | Gross Amounts Not Offset in the | ||||||||||||||||||||||||
Statement of Financial Position | |||||||||||||||||||||||||
Offsetting of Financial Assets (Liabilities) and Derivative Assets | Gross | Gross | Net Assets | Financial | Cash | Net Amount | |||||||||||||||||||
(Liabilities) | Assets | Liabilities | (Liabilities) | Instruments | Collateral | ||||||||||||||||||||
Recognized | Offset in the | Presented in | Received | ||||||||||||||||||||||
Statement of | the | ||||||||||||||||||||||||
Financial | Statement | ||||||||||||||||||||||||
Position | of Financial | ||||||||||||||||||||||||
Position | |||||||||||||||||||||||||
Fair asset value of derivative instruments | $ | 1,009 | $ | (962 | ) | $ | 47 | $ | — | $ | — | $ | 47 | ||||||||||||
Fair liability value of derivative instruments | 5,336 | (8,253 | ) | (2,917 | ) | — | — | (2,917 | ) | ||||||||||||||||
Total at March 31, 2014 | $ | 6,345 | $ | (9,215 | ) | $ | (2,870 | ) | $ | — | $ | — | $ | (2,870 | ) | ||||||||||
Fair asset value of derivative instruments | $ | 7,254 | $ | (6,608 | ) | $ | 646 | $ | — | $ | — | $ | 646 | ||||||||||||
Fair liability value of derivative instruments | 7,213 | (11,212 | ) | (3,999 | ) | — | — | (3,999 | ) | ||||||||||||||||
Total at September 30, 2013 | $ | 14,467 | $ | (17,820 | ) | $ | (3,353 | ) | $ | — | $ | — | $ | (3,353 | ) | ||||||||||
(In thousands) | |||||||||||||||||||||||||
The Effect of Derivative Instruments on the Statement of Operations | |||||||||||||||||||||||||
Amount of (Gain) or Loss Recognized | |||||||||||||||||||||||||
Derivatives Not | Location of (Gain) or Loss Recognized in | Three Months | Three Months | Six Months | Six Months | ||||||||||||||||||||
Designated as Hedging | Income on Derivative | Ended | Ended | Ended | Ended | ||||||||||||||||||||
Instruments Under | March 31, 2014 | March 31, 2013 | March 31, 2014 | March 31, 2013 | |||||||||||||||||||||
FASB ASC 815-10 | |||||||||||||||||||||||||
Closed Positions | |||||||||||||||||||||||||
Commodity contracts | Cost of product (a) | $ | 3,216 | $ | 8,544 | $ | 8,527 | $ | 13,420 | ||||||||||||||||
Commodity contracts | Cost of installations and service (a) | $ | (87 | ) | $ | (245 | ) | $ | (95 | ) | $ | (334 | ) | ||||||||||||
Commodity contracts | Delivery and branch expenses (a) | $ | (75 | ) | $ | (118 | ) | $ | (114 | ) | $ | (203 | ) | ||||||||||||
(a) Represents realized closed positions and includes the cost of options as they expire. | |||||||||||||||||||||||||
Open Positions | |||||||||||||||||||||||||
Commodity contracts | (Increase) / decrease in the fair value of derivative instruments | $ | 4,105 | $ | (3,447 | ) | $ | (1,353 | ) | $ | 4,518 |
Inventories
Inventories | 6 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Inventories | ' | ||||||||
5) Inventories | |||||||||
The Partnership’s product inventories are stated at the lower of cost or market computed on the weighted average cost method. All other inventories, representing parts and equipment are stated at the lower of cost or market using the FIFO method. The components of inventory were as follows (in thousands): | |||||||||
March 31, 2014 | September 30, 2013 | ||||||||
Product | $ | 40,332 | $ | 50,197 | |||||
Parts and equipment | 19,815 | 17,953 | |||||||
Total inventory | $ | 60,147 | $ | 68,150 | |||||
Property_and_Equipment
Property and Equipment | 6 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Property and Equipment | ' | ||||||||
6) Property and Equipment | |||||||||
Property and equipment are stated at cost. Depreciation is computed over the estimated useful lives of the depreciable assets using the straight-line method (in thousands): | |||||||||
March 31, 2014 | September 30, 2013 | ||||||||
Property and equipment | $ | 191,174 | $ | 170,462 | |||||
Less: accumulated depreciation | 122,178 | 119,139 | |||||||
Property and equipment, net | $ | 68,996 | $ | 51,323 | |||||
Business_Combination
Business Combination | 6 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Business Combination | ' | ||||||||||||||||
7) Business Combination | |||||||||||||||||
On March 4, 2014 (the “Acquisition Date”), the Partnership completed the acquisition of Griffith Energy Services, Inc. (“Griffith”) of Columbia, Maryland from Central Hudson Enterprises Corporation. The Partnership purchased 100% of the stock of Griffith for $98.7 million, consisting of $69.9 million paid for the long term assets and $28.8 million paid for estimated working capital (net of $4.2 million of cash acquired). The estimated working capital is subject to a final post closing adjustment. In addition, the Partnership issued $8.5 million in letters of credit for supply and insurance purposes. There was no long-term debt assumed in the acquisition. The business reason for this acquisition is that Griffith, being a 100-year-old brand that is broadly recognized as a premier fuel and service provider in its territories, is an excellent strategic fit for the Partnership. The Griffith acquisition adds scale to the Partnership and leverages our existing fixed cost base, providing access to approximately 50,000 residential and commercial accounts across the Mid-Atlantic region. | |||||||||||||||||
The following table summarizes the preliminary fair values and purchase price allocation at the acquisition date, of the assets acquired and liabilities assumed related to the Griffith acquisition as of the Acquisition Date. Given the proximity of this acquisition to the end of the quarter, the allocation of the purchase price is preliminary. | |||||||||||||||||
(in thousands) | As of Acquisition Date | ||||||||||||||||
Trade accounts receivable (a) | $ | 46,557 | |||||||||||||||
Inventories | 5,143 | ||||||||||||||||
Other current assets | 5,459 | ||||||||||||||||
Property and equipment | 17,555 | ||||||||||||||||
Customer lists, trade names and other intangibles | 49,157 | ||||||||||||||||
Other long term assets | 1,778 | ||||||||||||||||
Current liabilities | (30,089 | ) | |||||||||||||||
Total net identifiable assets acquired | $ | 95,560 | |||||||||||||||
Total consideration | $ | 98,698 | |||||||||||||||
Less: Total net identifiable assets acquired | 95,560 | ||||||||||||||||
Goodwill | $ | 3,138 | |||||||||||||||
(a) | The gross contractual receivable amount is $48.2 million, and the best estimate at the acquisition date of the contractual cash flows not expected to be collected is $1.7 million. | ||||||||||||||||
The total costs of $0.8 million related to this acquisition are included in the Consolidated Statement of Operations under general and administrative expenses for the three and six months ended March 31, 2014. | |||||||||||||||||
All of the $3.1 million of goodwill relating to the Griffith acquisition is expected to be deductible for income tax purposes. | |||||||||||||||||
Griffith’s operating results are included in the Partnership’s consolidated financial statements starting on the Acquisition Date. Customer lists, other intangibles and trade names are amortized on a straight-line basis over ten to twenty years. | |||||||||||||||||
Included in our consolidated statement of operations from the Acquisition Date through March 31, 2014, are Griffith’s sales and net earnings before income taxes of $29.6 million and $1.6 million, respectively. | |||||||||||||||||
The following table provides unaudited pro forma results of operations as if the Griffith acquisition had occurred on October 1, 2012, the beginning of fiscal year 2013. The unaudited pro forma results were prepared using Griffith’s current and prior year financial information, reflecting certain adjustments related to the acquisition, such as the elimination of directly attributable acquisition expenses and changes to depreciation and amortization expenses. These pro forma adjustments do not include any potential synergies related to combining the businesses. Accordingly, such pro forma operating results were prepared for comparative purposes only and do not purport to be indicative of what would have occurred had the acquisition been made as of October 1, 2012 or of results that may occur in the future. | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
March 31, | March 31, | ||||||||||||||||
(in thousands) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Total sales | $ | 979,389 | $ | 889,228 | $ | 1,583,557 | $ | 1,488,846 | |||||||||
Net income | $ | 55,247 | $ | 45,651 | $ | 76,068 | $ | 56,701 |
Goodwill_and_Intangibles_net
Goodwill and Intangibles, net | 6 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||
Goodwill and Intangibles, net | ' | ||||||||||||||||||||||||
8) Goodwill and Intangibles, net | |||||||||||||||||||||||||
Goodwill | |||||||||||||||||||||||||
A summary of changes in the Partnership’s goodwill is as follows (in thousands): | |||||||||||||||||||||||||
Balance as of September 30, 2013 | $ | 201,130 | |||||||||||||||||||||||
Fiscal year 2014 business combination | 3,138 | ||||||||||||||||||||||||
Balance as of March 31, 2014 | $ | 204,268 | |||||||||||||||||||||||
Intangibles, net | |||||||||||||||||||||||||
The gross carrying amount and accumulated amortization of intangible assets subject to amortization are as follows (in thousands): | |||||||||||||||||||||||||
March 31, 2014 | September 30, 2013 | ||||||||||||||||||||||||
Gross | Gross | ||||||||||||||||||||||||
Carrying | Accumulated | Carrying | Accumulated | ||||||||||||||||||||||
Amount | Amortization | Net | Amount | Amortization | Net | ||||||||||||||||||||
Customer lists and other intangibles | $ | 337,168 | $ | 226,269 | $ | 110,899 | $ | 288,011 | $ | 221,221 | $ | 66,790 | |||||||||||||
Amortization expense for intangible assets was $5.0 million for the six months ended March 31, 2014, compared to $4.6 million for the six months ended March 31, 2013. Total estimated annual amortization expense related to intangible assets subject to amortization, for the fiscal year ending September 30, 2014, and the four succeeding fiscal years ending September 30, is as follows (in thousands): | |||||||||||||||||||||||||
Estimated | |||||||||||||||||||||||||
Annual Book | |||||||||||||||||||||||||
Amortization | |||||||||||||||||||||||||
Expense | |||||||||||||||||||||||||
2014 | $ | 11,848 | |||||||||||||||||||||||
2015 | $ | 13,613 | |||||||||||||||||||||||
2016 | $ | 13,442 | |||||||||||||||||||||||
2017 | $ | 12,922 | |||||||||||||||||||||||
2018 | $ | 12,083 |
LongTerm_Debt_and_Bank_Facilit
Long-Term Debt and Bank Facility Borrowings | 6 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Long-Term Debt and Bank Facility Borrowings | ' | ||||||||||||||||
9) Long-Term Debt and Bank Facility Borrowings | |||||||||||||||||
The Partnership’s debt is as follows (in thousands): | |||||||||||||||||
March 31, 2014 | September 30, 2013 | ||||||||||||||||
Carrying | Carrying | ||||||||||||||||
Amount | Fair Value (a) | Amount | Fair Value (a) | ||||||||||||||
8.875% Senior Notes (b) | $ | 124,515 | $ | 132,813 | $ | 124,460 | $ | 130,000 | |||||||||
Revolving Credit Facility Borrowings (c) | 165,741 | 165,741 | — | — | |||||||||||||
Total debt | $ | 290,256 | $ | 298,554 | $ | 124,460 | $ | 130,000 | |||||||||
Total long-term portion of debt | $ | 124,515 | $ | 132,813 | $ | 124,460 | $ | 130,000 | |||||||||
(a) | The Partnership’s fair value estimates of long-term debt are made at a specific point in time, based on Level 2 inputs. Due to the relatively short maturity of the revolving credit facility, the carrying amount approximates fair value. | ||||||||||||||||
(b) | The 8.875% Senior Notes were originally issued in November 2010 in a private placement offering pursuant to Rule 144A and Regulation S under the Securities Act of 1933, and in February 2011, were exchanged for substantially identical public notes registered with the Securities and Exchange Commission. These public notes mature in December 2017 and accrue interest at an annual rate of 8.875% requiring semi-annual interest payments on June 1 and December 1 of each year. The discount on these notes was $0.5 million at March 31, 2014. Under the terms of the indenture, these notes permit restricted payments after passing particular financial tests. The Partnership can incur debt up to $100 million for acquisitions and can also pay restricted payments of $22.0 million without passing certain financial tests. | ||||||||||||||||
(c) | In January 2014, the Partnership entered into a second amended and restated asset based revolving credit facility agreement with a bank syndicate comprised of fifteen participants, which replaced the existing revolving credit facility. | ||||||||||||||||
The second amended and restated revolving credit facility provides the Partnership with the ability to borrow up to $300 million ($450 million during the heating season of December through April of each year) for working capital purposes (subject to certain borrowing base limitations and coverage ratios), including the issuance of up to $100 million in letters of credit, and extends the maturity date to June 2017, or January 2019 if the Partnership has met the conditions of the facility termination date as defined in the agreement and as discussed further below. The Partnership can increase the facility size by $100 million without the consent of the bank group. However, the bank group is not obligated to fund the $100 million increase. If the bank group elects not to fund the increase, the Partnership can add additional lenders to the group, with the consent of the Agent, which shall not be unreasonably withheld. Obligations under the second amended and restated credit facility are guaranteed by the Partnership and its subsidiaries and are secured by liens on substantially all of the Partnership’s assets including accounts receivable, inventory, general intangibles, real property, fixtures and equipment. | |||||||||||||||||
The interest rate on the second amended and restated credit facility is LIBOR plus (i) 1.75% (if Availability, as defined in the agreement is greater than or equal to $150 million), or (ii) 2.00% (if Availability is greater than $75 million but less than $150 million), or (iii) 2.25% (if Availability is less than or equal to $75 million). The Commitment Fee on the unused portion of the facility is 0.30% per annum. | |||||||||||||||||
Under the second amended and restated credit facility, the Partnership is obligated to meet certain financial covenants, including the requirement to maintain at all times either Availability (borrowing base less amounts borrowed and letters of credit issued) of 12.5% of the facility size, or a fixed charge coverage ratio (as defined in the revolving credit facility agreement) of not less than 1.1, which is calculated based upon Adjusted EBITDA for the trailing twelve months. In order to make acquisitions, the Partnership must maintain Availability of $40 million on a historical pro forma and forward-looking basis. In addition, the Partnership must maintain Availability of $45 million, 15.0% of the facility size of $300 million (assuming the non-seasonal aggregate commitment is outstanding), on a historical forward-looking basis, and a fixed charge coverage ratio of not less than 1.15 in order to pay any distributions to unitholders or repurchase Common Units. No inter-company dividends or distributions can be made (including those needed to pay interest or principle on our 8.875% Senior Notes), except to the Partnership or a wholly owned subsidiary of the Partnership, if the immediately preceding covenants have not been met. Certain restrictions are also imposed by the agreement, including restrictions on the Partnership’s ability to incur additional indebtedness, to pay distributions to unitholders, to pay inter-company dividends or distributions, make investments, grant liens, sell assets, make acquisitions and engage in certain other activities. | |||||||||||||||||
All outstanding amounts owed under the second amended and restated credit facility become due and payable on the facility termination date of June 1, 2017. If the Partnership has repaid, prepaid or otherwise defeased at least $100 million of our 8.875% Senior Notes and Availability is equal to or greater than the aggregate amount required to repay the remaining outstanding 8.875% Senior Notes (“Payoff Amount”), then the facility termination date is January 14, 2019. However, after June 1, 2017, in the event that Availability is less than the Payoff Amount, the facility termination date shall be three days following such date. Notwithstanding this, all outstanding amounts are subject to acceleration upon the occurrence of events of default which the Partnership considers usual and customary for an agreement of this type, including failure to make payments under the second amended and restated credit facility, non-performance of covenants and obligations or insolvency or bankruptcy (as described in the second amended and restated credit facility). | |||||||||||||||||
At March 31, 2014, $165.7 million was outstanding under the revolving credit facility and $55.0 million of letters of credit were issued. At September 30, 2013, no amount was outstanding under the revolving credit facility and $44.7 million of letters of credit were issued. | |||||||||||||||||
At March 31, 2014, availability was $97.1 million and the Partnership was in compliance with the fixed charge coverage ratio. At September 30, 2013, availability was $164.3 million and the Partnership was in compliance with the fixed charge coverage ratio. | |||||||||||||||||
In July 2011, the Partnership’s shelf registration became effective, providing for the sale of up to $250 million in one or more offerings of Common Units representing limited partnership interests, partnership securities and debt securities; which may be secured or unsecured senior debt securities or secured or unsecured subordinated debt securities. This shelf registration expires in July 2014. As of March 31, 2014, no offerings under this shelf registration have occurred. |
Employee_Benefit_Plan
Employee Benefit Plan | 6 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Employee Benefit Plan | ' | ||||||||||||||||
10) Employee Benefit Plan | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
March 31, | March 31, | ||||||||||||||||
(in thousands) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Components of net periodic benefit cost: | |||||||||||||||||
Service cost | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||
Interest cost | 690 | 620 | 1,380 | 1,240 | |||||||||||||
Expected return on plan assets | (776 | ) | (948 | ) | (1,552 | ) | (1,896 | ) | |||||||||
Net amortization | 528 | 664 | 1,056 | 1,328 | |||||||||||||
Net periodic benefit cost | $ | 442 | $ | 336 | $ | 884 | $ | 672 | |||||||||
For the six months ended March 31, 2014, the Partnership contributed $0.9 million and expects to make an additional $1.1 million contribution in fiscal 2014 to fund its pension obligation. |
Income_Taxes
Income Taxes | 6 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Income Taxes | ' | ||||||||||||||||
11) Income Taxes | |||||||||||||||||
Since Star Gas Partners is organized as a master limited partnership, it is not subject to tax at its entity level for Federal and state income tax purposes. However, Star Gas Partners’ income is derived from its corporate subsidiaries, and these entities do incur Federal and state income taxes relating to their respective corporate subsidiaries, which are reflected in these financial statements. For the corporate subsidiaries of Star Gas Partners, a consolidated Federal income tax return is filed. | |||||||||||||||||
Income and losses of Star Gas Partners are allocated directly to the individual partners. Even though Star Gas Partners will generate non-qualifying Master Limited Partnership income through its corporate subsidiaries, cash received by Star Gas Partners from its corporate subsidiaries is generally included in the determination of qualified Master Limited Partnership income. All or a portion of such cash could be taxable as dividend income or as a capital gain to the individual partners. This could be the case even if Star Gas Partners used the cash received from its corporate subsidiaries for purposes such as the repurchase of common units rather than distributions to its individual partners. | |||||||||||||||||
The accompanying financial statements are reported on a fiscal year, however, Star Gas Partners and its Corporate subsidiaries file Federal and state income tax returns on a calendar year. | |||||||||||||||||
The current and deferred income tax expenses for the three and six months ended March 31, 2014, and 2013 are as follows (in thousands): | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
March 31, | March 31, | ||||||||||||||||
(in thousands) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Income before income taxes | $ | 89,289 | $ | 70,796 | $ | 122,132 | $ | 85,465 | |||||||||
Current tax expense | $ | 32,215 | $ | 21,330 | $ | 42,438 | $ | 25,383 | |||||||||
Deferred tax expense | 4,858 | 7,787 | 8,190 | 8,651 | |||||||||||||
Total tax expense | $ | 37,073 | $ | 29,117 | $ | 50,628 | $ | 34,034 | |||||||||
As of January 1, 2014, Star Acquisitions, Inc., a wholly-owned subsidiary of the Partnership, had an estimated Federal net operating loss carry forward (“NOLs”) of approximately $8.3 million. The Federal NOLs, which will expire between 2018 and 2024, are generally available to offset any future taxable income but are also subject to annual limitations of between $1.0 million and $2.2 million. | |||||||||||||||||
FASB ASC 740-10-05-6 Income Taxes, Uncertain Tax Position, provides financial statement accounting guidance for uncertainty in income taxes and tax positions taken or expected to be taken in a tax return. At March 31, 2014, we had unrecognized income tax benefits totaling $0.8 million including related accrued interest and penalties of $0.1 million. These unrecognized tax benefits are primarily the result of state tax uncertainties. If recognized, these tax benefits would be recorded as a benefit to the effective tax rate. | |||||||||||||||||
We believe that the total liability for unrecognized tax benefits will not materially change during the next 12 months ending March 31, 2015. Our continuing practice is to recognize interest 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, Pennsylvania and New Jersey, we have four, four, four and five tax years, respectively, that are subject to examination. While it is often difficult to predict the final outcome or the timing of resolution of any particular uncertain tax position, based on our assessment of many factors including past experience and interpretation of tax law, we believe that our provision for income taxes reflect the most probable outcome. This assessment relies on estimates and assumptions and may involve a series of complex judgments about future events. |
Supplemental_Disclosure_of_Cas
Supplemental Disclosure of Cash Flow Information | 6 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Supplemental Disclosure of Cash Flow Information | ' | ||||||||
12) Supplemental Disclosure of Cash Flow Information | |||||||||
Six Months Ended | |||||||||
March 31, | |||||||||
(in thousands) | 2014 | 2013 | |||||||
Cash paid during the period for: | |||||||||
Income taxes, net | $ | 8,395 | $ | 4,901 | |||||
Interest | $ | 7,701 | $ | 7,193 | |||||
Non-cash financing activities: | |||||||||
Increase in interest expense - amortization of debt discount on 8.875% Senior Note | $ | 55 | $ | 50 |
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended |
Mar. 31, 2014 | |
Commitments and Contingencies | ' |
13) Commitments and Contingencies | |
The Partnership’s operations are subject to the operating hazards and risks normally incidental to handling, storing and transporting and otherwise providing for use by consumers of hazardous liquids such as home heating oil and propane. As a result, at any given time, the Partnership is generally a defendant in various legal proceedings and litigation arising in the ordinary course of business. The Partnership maintains insurance policies in amounts and with coverages and deductibles we believe are reasonable and prudent. However, the Partnership cannot assure that this insurance will be adequate to protect it from all material expenses related to potential future claims for personal and property damage or that these levels of insurance will be available in the future at economical prices. The Partnership does not carry business interruption insurance. In the opinion of management the Partnership is not a party to any litigation which, individually or in the aggregate, could reasonably be expected to have a material adverse effect on the Partnership’s results of operations, financial position or liquidity. |
Earnings_Loss_Per_Limited_Part
Earnings (Loss) Per Limited Partner Unit | 6 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Earnings (Loss) Per Limited Partner Unit | ' | ||||||||||||||||
14) Earnings (Loss) Per Limited Partner Unit | |||||||||||||||||
Income per limited partner unit is computed in accordance with FASB ASC 260-10-05 Earnings Per Share, Master Limited Partnerships (EITF 03-06), by dividing the limited partners’ interest in net income by the weighted average number of limited partner units outstanding. The pro forma nature of the allocation required by this standard provides that in any accounting period where the Partnership’s aggregate net income exceeds its aggregate distribution for such period, the Partnership is required to present net income per limited partner unit as if all of the earnings for the periods were distributed, regardless of whether those earnings would actually be distributed during a particular period from an economic or practical perspective. This allocation does not impact the Partnership’s overall net income or other financial results. However, for periods in which the Partnership’s aggregate net income exceeds its aggregate distributions for such period, it will have the impact of reducing the earnings per limited partner unit, as the calculation according to this standard results in a theoretical increased allocation of undistributed earnings to the general partner. In accounting periods where aggregate net income does not exceed aggregate distributions for such period, this standard does not have any impact on the Partnership’s net income per limited partner unit calculation. A separate and independent calculation for each quarter and year-to-date period is performed, in which the Partnership’s contractual participation rights are taken into account. | |||||||||||||||||
The following presents the net income allocation and per unit data using this method for the periods presented: | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
Basic and Diluted Earnings Per Limited Partner: | March 31, | March 31, | |||||||||||||||
(in thousands, except per unit data) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Net income | $ | 52,216 | $ | 41,679 | $ | 71,504 | $ | 51,431 | |||||||||
Less General Partners’ interest in net income | 294 | 225 | 403 | 278 | |||||||||||||
Net income available to limited partners | 51,922 | 41,454 | 71,101 | 51,153 | |||||||||||||
Less dilutive impact of theoretical distribution of earnings under FASB ASC 260-10-45-60 | 9,065 | 6,993 | 11,922 | 7,991 | |||||||||||||
Limited Partner’s interest in net income under FASB ASC 260-10-45-60 | $ | 42,857 | $ | 34,461 | $ | 59,179 | $ | 43,162 | |||||||||
Per unit data: | |||||||||||||||||
Basic and diluted net income available to limited partners | $ | 0.9 | $ | 0.69 | $ | 1.24 | $ | 0.85 | |||||||||
Less dilutive impact of theoretical distribution of earnings under FASB ASC 260-10-45-60 | 0.15 | 0.11 | 0.21 | 0.13 | |||||||||||||
Limited Partner’s interest in net income under FASB ASC 260-10-45-60 | $ | 0.75 | $ | 0.58 | $ | 1.03 | $ | 0.72 | |||||||||
Weighted average number of Limited Partner units outstanding | 57,468 | 59,837 | 57,490 | 60,192 | |||||||||||||
Subsequent_Events
Subsequent Events | 6 Months Ended |
Mar. 31, 2014 | |
Subsequent Events | ' |
15) Subsequent Events | |
Quarterly Distribution Declared | |
In April 2014, we declared a quarterly distribution of $0.0875 per unit, or $0.35 per unit on an annualized basis, on all Common Units with respect to the second quarter of fiscal 2014, payable on May 9, 2014, to holders of record on May 1, 2014. In accordance with our Partnership Agreement, the amount of distributions in excess of the minimum quarterly distribution of $0.0675, are distributed 90% to Common Unit holders and 10% to the General Partner unit holders (until certain distribution levels are met), subject to the management incentive compensation plan. As a result, $5.0 million will be paid to the Common Unit holders, $0.1 million to the General Partner unit holders (including $0.06 million of incentive distribution as provided in our Partnership Agreement) and $0.06 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. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Basis of Presentation | ' | ||||||||||||||||
Basis of Presentation | |||||||||||||||||
The Consolidated Financial Statements include the accounts of Star Gas Partners, L.P. and its subsidiaries. All material inter-company 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 Partnership’s business, the results of operations and cash flows for the six month period ended March 31, 2014 and March 31, 2013 are not necessarily indicative of the results to be expected for the full year. | |||||||||||||||||
These interim financial statements of the Partnership have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) for interim financial information and Rule 10-01 of Regulation S-X of the U.S. Securities and Exchange Commission and should be read in conjunction with the financial statements included in the Partnership’s Annual Report on Form 10-K for the year ended September 30, 2013. | |||||||||||||||||
Reclassification | ' | ||||||||||||||||
Reclassification | |||||||||||||||||
The accompanying March 31, 2013 consolidated statements of operations have been revised from their previous presentation to reclassify finance charge income for the three and six months period of $2.2 million and $3.3 million respectively, and present it separately as an element of operating income. Previously, finance charge income was included in the caption interest income in the consolidated statements of operations. This reclassification was made in order to conform with common industry practice regarding the reporting of finance charge income in operating income, and had no impact on net income, financial position, and cash flows for any period. Interest expense, net consists of: | |||||||||||||||||
(in thousands) | Three Months Ended March 31, | Six Months Ended March 31, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Interest expense | $ | (4,289 | ) | $ | (4,024 | ) | $ | (7,922 | ) | $ | (7,451 | ) | |||||
Interest income | 15 | 10 | 25 | 20 | |||||||||||||
Interest expense, net | $ | (4,274 | ) | $ | (4,014 | ) | $ | (7,897 | ) | $ | (7,431 | ) | |||||
Comprehensive Income (Loss) | ' | ||||||||||||||||
Comprehensive Income (Loss) | |||||||||||||||||
Comprehensive income (loss) is comprised of net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) consists of the unrealized gain (loss) amortization on the Partnership’s pension plan obligation for its two frozen defined benefit pension plans and the corresponding tax effect. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Components of Interest Expense, Net | ' | ||||||||||||||||
Previously, finance charge income was included in the caption interest income in the consolidated statements of operations. This reclassification was made in order to conform with common industry practice regarding the reporting of finance charge income in operating income, and had no impact on net income, financial position, and cash flows for any period. Interest expense, net consists of: | |||||||||||||||||
(in thousands) | Three Months Ended March 31, | Six Months Ended March 31, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Interest expense | $ | (4,289 | ) | $ | (4,024 | ) | $ | (7,922 | ) | $ | (7,451 | ) | |||||
Interest income | 15 | 10 | 25 | 20 | |||||||||||||
Interest expense, net | $ | (4,274 | ) | $ | (4,014 | ) | $ | (7,897 | ) | $ | (7,431 | ) | |||||
Common_Unit_Repurchase_and_Ret1
Common Unit Repurchase and Retirement (Tables) | 6 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Partnership's Repurchase Activities | ' | ||||||||||||
The following table shows repurchases under Plan III. | |||||||||||||
(in thousands, except per unit amounts) | |||||||||||||
Period | Total Number of Units | Average Price Paid | Maximum Number | ||||||||||
Purchased (a) | per Unit (b) | of Units that May | |||||||||||
Yet Be Purchased | |||||||||||||
Plan III - Number of units authorized | 4,894 | ||||||||||||
Private transaction - Number of units authorized (c) | 1,150 | ||||||||||||
6,044 | |||||||||||||
Plan III - Fiscal year 2012 total | 22 | $ | 4.26 | 6,022 | |||||||||
Plan III - Fiscal year 2013 total (c) | 3,284 | $ | 4.63 | 2,738 | |||||||||
Plan III - First quarter fiscal year 2014 total (d) | 250 | $ | 5.2 | 2,488 | |||||||||
Plan III - Second quarter fiscal year 2014 total | — | $ | — | 2,488 | |||||||||
Plan III - Six months fiscal year 2014 total | 250 | $ | 5.2 | ||||||||||
(a) | Units were repurchased as part of a publicly announced program, except as noted in a private transaction. | ||||||||||||
(b) | Amounts include repurchase costs. | ||||||||||||
(c) | Fiscal year 2013 common unit repurchases include 1.15 million common units acquired in a private transaction. | ||||||||||||
(d) | First quarter fiscal year 2014 common unit repurchases were acquired in a private transaction. |
Derivatives_and_HedgingFair_Va1
Derivatives and Hedging-Fair Value Measurements and Accounting for the Offsetting of Certain Contracts (Tables) | 6 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||
Partnership's Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | ' | ||||||||||||||||||||||||
The Partnership had no assets or liabilities that are measured at fair value on a nonrecurring basis subsequent to their initial recognition. The Partnership’s financial assets and liabilities measured at fair value on a recurring basis are listed on the following table. | |||||||||||||||||||||||||
(In thousands) | Fair Value Measurements at Reporting Date Using: | ||||||||||||||||||||||||
Derivatives Not Designated as Hedging | Balance Sheet Location | Total | Quoted Prices in | Significant Other | Significant | ||||||||||||||||||||
Instruments Under FASB ASC 815-10 | Active Markets for | Observable Inputs | Unobservable | ||||||||||||||||||||||
Identical Assets | Level 2 | Inputs | |||||||||||||||||||||||
Level 1 | Level 3 | ||||||||||||||||||||||||
Asset Derivatives at March 31, 2014 | |||||||||||||||||||||||||
Commodity contracts | Fair asset and fair liability value of derivative instruments | $ | 6,345 | $ | 6,345 | $ | — | ||||||||||||||||||
Commodity contract assets at March 31, 2014 | $ | 6,345 | $ | — | $ | 6,345 | $ | — | |||||||||||||||||
Liability Derivatives at March 31, 2014 | |||||||||||||||||||||||||
Commodity contracts | Fair liability and fair asset value of derivative instruments | $ | (9,215 | ) | $ | (225 | ) | $ | (8,990 | ) | $ | — | |||||||||||||
Commodity contract liabilities at March 31, 2014 | $ | (9,215 | ) | $ | (225 | ) | $ | (8,990 | ) | $ | — | ||||||||||||||
Asset Derivatives at September 30, 2013 | |||||||||||||||||||||||||
Commodity contracts | Fair asset and fair liability value of derivative instruments | $ | 14,467 | $ | 1,175 | $ | 13,292 | $ | — | ||||||||||||||||
Commodity contract assets at September 30, 2013 | $ | 14,467 | $ | 1,175 | $ | 13,292 | $ | — | |||||||||||||||||
Liability Derivatives at September 30, 2013 | |||||||||||||||||||||||||
Commodity contracts | Fair liability and fair asset value of derivative instruments | $ | (17,820 | ) | $ | (519 | ) | $ | (17,301 | ) | $ | — | |||||||||||||
Commodity contract liabilities at September 30, 2013 | $ | (17,820 | ) | $ | (519 | ) | $ | (17,301 | ) | $ | — | ||||||||||||||
(In thousands) | |||||||||||||||||||||||||
The Effect of Derivative Instruments on the Statement of Operations | |||||||||||||||||||||||||
Amount of (Gain) or Loss Recognized | |||||||||||||||||||||||||
Derivatives Not | Location of (Gain) or Loss Recognized in | Three Months | Three Months | Six Months | Six Months | ||||||||||||||||||||
Ended | Ended | Ended | Ended | ||||||||||||||||||||||
Designated as Hedging | Income on Derivative | March 31, 2014 | March 31, 2013 | March 31, 2014 | March 31, 2013 | ||||||||||||||||||||
Instruments Under | |||||||||||||||||||||||||
FASB ASC 815-10 | |||||||||||||||||||||||||
Closed Positions | |||||||||||||||||||||||||
Commodity contracts | Cost of product (a) | $ | 3,216 | $ | 8,544 | $ | 8,527 | $ | 13,420 | ||||||||||||||||
Commodity contracts | Cost of installations and service (a) | $ | (87 | ) | $ | (245 | ) | $ | (95 | ) | $ | (334 | ) | ||||||||||||
Commodity contracts | Delivery and branch expenses (a) | $ | (75 | ) | $ | (118 | ) | $ | (114 | ) | $ | (203 | ) | ||||||||||||
(a) Represents realized closed positions and includes the cost of options as they expire. | |||||||||||||||||||||||||
Open Positions | |||||||||||||||||||||||||
Commodity contracts | (Increase) / decrease in the fair value of derivative instruments | $ | 4,105 | $ | (3,447 | ) | $ | (1,353 | ) | $ | 4,518 | ||||||||||||||
Partnership's Derivatives Assets (Liabilities) Offset by Counterparty | ' | ||||||||||||||||||||||||
The Partnership’s derivative assets (liabilities) offset by counterparty and subject to an enforceable master netting arrangement are listed on the following table. | |||||||||||||||||||||||||
(In thousands) | Gross Amounts Not Offset in the | ||||||||||||||||||||||||
Statement of Financial Position | |||||||||||||||||||||||||
Offsetting of Financial Assets (Liabilities) and Derivative Assets | Gross | Gross | Net Assets | Financial | Cash | Net Amount | |||||||||||||||||||
(Liabilities) | Assets | Liabilities | (Liabilities) | Instruments | Collateral | ||||||||||||||||||||
Recognized | Offset in the | Presented in | Received | ||||||||||||||||||||||
Statement of | the | ||||||||||||||||||||||||
Financial | Statement | ||||||||||||||||||||||||
Position | of Financial | ||||||||||||||||||||||||
Position | |||||||||||||||||||||||||
Fair asset value of derivative instruments | $ | 1,009 | $ | (962 | ) | $ | 47 | $ | — | $ | — | $ | 47 | ||||||||||||
Fair liability value of derivative instruments | 5,336 | (8,253 | ) | (2,917 | ) | — | — | (2,917 | ) | ||||||||||||||||
Total at March 31, 2014 | $ | 6,345 | $ | (9,215 | ) | $ | (2,870 | ) | $ | — | $ | — | $ | (2,870 | ) | ||||||||||
Fair asset value of derivative instruments | $ | 7,254 | $ | (6,608 | ) | $ | 646 | $ | — | $ | — | $ | 646 | ||||||||||||
Fair liability value of derivative instruments | 7,213 | (11,212 | ) | (3,999 | ) | — | — | (3,999 | ) | ||||||||||||||||
Total at September 30, 2013 | $ | 14,467 | $ | (17,820 | ) | $ | (3,353 | ) | $ | — | $ | — | $ | (3,353 | ) | ||||||||||
Partnership's Derivatives Assets (Liabilities) Offset by Counterparty | ' | ||||||||||||||||||||||||
The Partnership’s derivative assets (liabilities) offset by counterparty and subject to an enforceable master netting arrangement are listed on the following table. | |||||||||||||||||||||||||
(In thousands) | Gross Amounts Not Offset in the | ||||||||||||||||||||||||
Statement of Financial Position | |||||||||||||||||||||||||
Offsetting of Financial Assets (Liabilities) and Derivative Assets | Gross | Gross | Net Assets | Financial | Cash | Net Amount | |||||||||||||||||||
(Liabilities) | Assets | Liabilities | (Liabilities) | Instruments | Collateral | ||||||||||||||||||||
Recognized | Offset in the | Presented in | Received | ||||||||||||||||||||||
Statement of | the | ||||||||||||||||||||||||
Financial | Statement | ||||||||||||||||||||||||
Position | of Financial | ||||||||||||||||||||||||
Position | |||||||||||||||||||||||||
Fair asset value of derivative instruments | $ | 1,009 | $ | (962 | ) | $ | 47 | $ | — | $ | — | $ | 47 | ||||||||||||
Fair liability value of derivative instruments | 5,336 | (8,253 | ) | (2,917 | ) | — | — | (2,917 | ) | ||||||||||||||||
Total at March 31, 2014 | $ | 6,345 | $ | (9,215 | ) | $ | (2,870 | ) | $ | — | $ | — | $ | (2,870 | ) | ||||||||||
Fair asset value of derivative instruments | $ | 7,254 | $ | (6,608 | ) | $ | 646 | $ | — | $ | — | $ | 646 | ||||||||||||
Fair liability value of derivative instruments | 7,213 | (11,212 | ) | (3,999 | ) | — | — | (3,999 | ) | ||||||||||||||||
Total at September 30, 2013 | $ | 14,467 | $ | (17,820 | ) | $ | (3,353 | ) | $ | — | $ | — | $ | (3,353 | ) | ||||||||||
Inventories_Tables
Inventories (Tables) | 6 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Components of Inventory | ' | ||||||||
The components of inventory were as follows (in thousands): | |||||||||
March 31, 2014 | September 30, 2013 | ||||||||
Product | $ | 40,332 | $ | 50,197 | |||||
Parts and equipment | 19,815 | 17,953 | |||||||
Total inventory | $ | 60,147 | $ | 68,150 | |||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 6 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Property and Equipment | ' | ||||||||
Depreciation is computed over the estimated useful lives of the depreciable assets using the straight-line method (in thousands): | |||||||||
March 31, 2014 | September 30, 2013 | ||||||||
Property and equipment | $ | 191,174 | $ | 170,462 | |||||
Less: accumulated depreciation | 122,178 | 119,139 | |||||||
Property and equipment, net | $ | 68,996 | $ | 51,323 | |||||
Business_Combination_Tables
Business Combination (Tables) | 6 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Preliminary Fair Values and Purchase Price Allocation at Acquisition Date of Assets Acquired and Liabilities Assumed | ' | ||||||||||||||||
The following table summarizes the preliminary fair values and purchase price allocation at the acquisition date, of the assets acquired and liabilities assumed related to the Griffith acquisition as of the Acquisition Date. Given the proximity of this acquisition to the end of the quarter, the allocation of the purchase price is preliminary. | |||||||||||||||||
(in thousands) | As of Acquisition Date | ||||||||||||||||
Trade accounts receivable (a) | $ | 46,557 | |||||||||||||||
Inventories | 5,143 | ||||||||||||||||
Other current assets | 5,459 | ||||||||||||||||
Property and equipment | 17,555 | ||||||||||||||||
Customer lists, trade names and other intangibles | 49,157 | ||||||||||||||||
Other long term assets | 1,778 | ||||||||||||||||
Current liabilities | (30,089 | ) | |||||||||||||||
Total net identifiable assets acquired | $ | 95,560 | |||||||||||||||
Total consideration | $ | 98,698 | |||||||||||||||
Less: Total net identifiable assets acquired | 95,560 | ||||||||||||||||
Goodwill | $ | 3,138 | |||||||||||||||
(a) | The gross contractual receivable amount is $48.2 million, and the best estimate at the acquisition date of the contractual cash flows not expected to be collected is $1.7 million. | ||||||||||||||||
Unaudited Pro Forma Results of Operations | ' | ||||||||||||||||
The following table provides unaudited pro forma results of operations as if the Griffith acquisition had occurred on October 1, 2012, the beginning of fiscal year 2013. The unaudited pro forma results were prepared using Griffith’s current and prior year financial information, reflecting certain adjustments related to the acquisition, such as the elimination of directly attributable acquisition expenses and changes to depreciation and amortization expenses. These pro forma adjustments do not include any potential synergies related to combining the businesses. Accordingly, such pro forma operating results were prepared for comparative purposes only and do not purport to be indicative of what would have occurred had the acquisition been made as of October 1, 2012 or of results that may occur in the future. | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
March 31, | March 31, | ||||||||||||||||
(in thousands) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Total sales | $ | 979,389 | $ | 889,228 | $ | 1,583,557 | $ | 1,488,846 | |||||||||
Net income | $ | 55,247 | $ | 45,651 | $ | 76,068 | $ | 56,701 |
Goodwill_and_Intangibles_net_T
Goodwill and Intangibles, net (Tables) | 6 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||
Summary of Changes in the Partnership's Goodwill | ' | ||||||||||||||||||||||||
A summary of changes in the Partnership’s goodwill is as follows (in thousands): | |||||||||||||||||||||||||
Balance as of September 30, 2013 | $ | 201,130 | |||||||||||||||||||||||
Fiscal year 2014 business combination | 3,138 | ||||||||||||||||||||||||
Balance as of March 31, 2014 | $ | 204,268 | |||||||||||||||||||||||
Gross Carrying Amount and Accumulated Amortization of Intangible Assets Subject to Amortization | ' | ||||||||||||||||||||||||
The gross carrying amount and accumulated amortization of intangible assets subject to amortization are as follows (in thousands): | |||||||||||||||||||||||||
March 31, 2014 | September 30, 2013 | ||||||||||||||||||||||||
Gross | Gross | ||||||||||||||||||||||||
Carrying | Accumulated | Carrying | Accumulated | ||||||||||||||||||||||
Amount | Amortization | Net | Amount | Amortization | Net | ||||||||||||||||||||
Customer lists and other intangibles | $ | 337,168 | $ | 226,269 | $ | 110,899 | $ | 288,011 | $ | 221,221 | $ | 66,790 | |||||||||||||
Estimated Annual Amortization Expense Related to Intangible Assets Subject to Amortization | ' | ||||||||||||||||||||||||
Total estimated annual amortization expense related to intangible assets subject to amortization, for the fiscal year ending September 30, 2014, and the four succeeding fiscal years ending September 30, is as follows (in thousands): | |||||||||||||||||||||||||
Estimated | |||||||||||||||||||||||||
Annual Book | |||||||||||||||||||||||||
Amortization | |||||||||||||||||||||||||
Expense | |||||||||||||||||||||||||
2014 | $ | 11,848 | |||||||||||||||||||||||
2015 | $ | 13,613 | |||||||||||||||||||||||
2016 | $ | 13,442 | |||||||||||||||||||||||
2017 | $ | 12,922 | |||||||||||||||||||||||
2018 | $ | 12,083 |
LongTerm_Debt_and_Bank_Facilit1
Long-Term Debt and Bank Facility Borrowings (Tables) | 6 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Partnership's Debt | ' | ||||||||||||||||
The Partnership’s debt is as follows (in thousands): | |||||||||||||||||
March 31, 2014 | September 30, 2013 | ||||||||||||||||
Carrying | Carrying | ||||||||||||||||
Amount | Fair Value (a) | Amount | Fair Value (a) | ||||||||||||||
8.875% Senior Notes (b) | $ | 124,515 | $ | 132,813 | $ | 124,460 | $ | 130,000 | |||||||||
Revolving Credit Facility Borrowings (c) | 165,741 | 165,741 | — | — | |||||||||||||
Total debt | $ | 290,256 | $ | 298,554 | $ | 124,460 | $ | 130,000 | |||||||||
Total long-term portion of debt | $ | 124,515 | $ | 132,813 | $ | 124,460 | $ | 130,000 | |||||||||
(a) | The Partnership’s fair value estimates of long-term debt are made at a specific point in time, based on Level 2 inputs. Due to the relatively short maturity of the revolving credit facility, the carrying amount approximates fair value. | ||||||||||||||||
(b) | The 8.875% Senior Notes were originally issued in November 2010 in a private placement offering pursuant to Rule 144A and Regulation S under the Securities Act of 1933, and in February 2011, were exchanged for substantially identical public notes registered with the Securities and Exchange Commission. These public notes mature in December 2017 and accrue interest at an annual rate of 8.875% requiring semi-annual interest payments on June 1 and December 1 of each year. The discount on these notes was $0.5 million at March 31, 2014. Under the terms of the indenture, these notes permit restricted payments after passing particular financial tests. The Partnership can incur debt up to $100 million for acquisitions and can also pay restricted payments of $22.0 million without passing certain financial tests. | ||||||||||||||||
(c) | In January 2014, the Partnership entered into a second amended and restated asset based revolving credit facility agreement with a bank syndicate comprised of fifteen participants, which replaced the existing revolving credit facility. |
Employee_Benefit_Plan_Tables
Employee Benefit Plan (Tables) | 6 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Net Periodic Benefit Cost | ' | ||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
March 31, | March 31, | ||||||||||||||||
(in thousands) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Components of net periodic benefit cost: | |||||||||||||||||
Service cost | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||
Interest cost | 690 | 620 | 1,380 | 1,240 | |||||||||||||
Expected return on plan assets | (776 | ) | (948 | ) | (1,552 | ) | (1,896 | ) | |||||||||
Net amortization | 528 | 664 | 1,056 | 1,328 | |||||||||||||
Net periodic benefit cost | $ | 442 | $ | 336 | $ | 884 | $ | 672 | |||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 6 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Current and Deferred Income Tax Expenses | ' | ||||||||||||||||
The current and deferred income tax expenses for the three and six months ended March 31, 2014, and 2013 are as follows (in thousands): | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
March 31, | March 31, | ||||||||||||||||
(in thousands) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Income before income taxes | $ | 89,289 | $ | 70,796 | $ | 122,132 | $ | 85,465 | |||||||||
Current tax expense | $ | 32,215 | $ | 21,330 | $ | 42,438 | $ | 25,383 | |||||||||
Deferred tax expense | 4,858 | 7,787 | 8,190 | 8,651 | |||||||||||||
Total tax expense | $ | 37,073 | $ | 29,117 | $ | 50,628 | $ | 34,034 | |||||||||
Supplemental_Disclosure_of_Cas1
Supplemental Disclosure of Cash Flow Information (Tables) | 6 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Supplemental Disclosure of Cash Flow Information | ' | ||||||||
Six Months Ended | |||||||||
March 31, | |||||||||
(in thousands) | 2014 | 2013 | |||||||
Cash paid during the period for: | |||||||||
Income taxes, net | $ | 8,395 | $ | 4,901 | |||||
Interest | $ | 7,701 | $ | 7,193 | |||||
Non-cash financing activities: | |||||||||
Increase in interest expense - amortization of debt discount on 8.875% Senior Note | $ | 55 | $ | 50 |
Earnings_Loss_Per_Limited_Part1
Earnings (Loss) Per Limited Partner Unit (Tables) | 6 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Net Income Allocation and Per Unit Data | ' | ||||||||||||||||
The following presents the net income allocation and per unit data using this method for the periods presented: | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
Basic and Diluted Earnings Per Limited Partner: | March 31, | March 31, | |||||||||||||||
(in thousands, except per unit data) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Net income | $ | 52,216 | $ | 41,679 | $ | 71,504 | $ | 51,431 | |||||||||
Less General Partners’ interest in net income | 294 | 225 | 403 | 278 | |||||||||||||
Net income available to limited partners | 51,922 | 41,454 | 71,101 | 51,153 | |||||||||||||
Less dilutive impact of theoretical distribution of earnings under FASB ASC 260-10-45-60 | 9,065 | 6,993 | 11,922 | 7,991 | |||||||||||||
Limited Partner’s interest in net income under FASB ASC 260-10-45-60 | $ | 42,857 | $ | 34,461 | $ | 59,179 | $ | 43,162 | |||||||||
Per unit data: | |||||||||||||||||
Basic and diluted net income available to limited partners | $ | 0.9 | $ | 0.69 | $ | 1.24 | $ | 0.85 | |||||||||
Less dilutive impact of theoretical distribution of earnings under FASB ASC 260-10-45-60 | 0.15 | 0.11 | 0.21 | 0.13 | |||||||||||||
Limited Partner’s interest in net income under FASB ASC 260-10-45-60 | $ | 0.75 | $ | 0.58 | $ | 1.03 | $ | 0.72 | |||||||||
Weighted average number of Limited Partner units outstanding | 57,468 | 59,837 | 57,490 | 60,192 | |||||||||||||
Partnership_Organization_Addit
Partnership Organization - Additional Information (Detail) (USD $) | 6 Months Ended | 6 Months Ended | 6 Months Ended | ||||||||||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Sep. 30, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Sep. 30, 2013 | Mar. 31, 2014 | Sep. 30, 2013 | ||
8.875% Senior Notes | 8.875% Senior Notes | Star Gas Finance Company | Star Acquisitions, Inc | Petro Holdings, Inc. | Common Stock | Common Stock | General Partner | General Partner | |||||
Customer | |||||||||||||
Limited Partners' Capital Account [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Number of outstanding units | ' | ' | ' | ' | ' | ' | ' | 57,468 | 57,718 | 326 | 326 | ||
Percentage of limited partner interest | 99.44% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Percentage of general partner interest | 0.56% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Ownership interest of partnership | ' | ' | ' | ' | 100.00% | 100.00% | ' | ' | ' | ' | ' | ||
Ownership interest of Star Acquisitions Inc. | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ||
Number of full-service residential and commercial home heating oil and propane customers served | ' | ' | ' | ' | ' | ' | 450,000 | ' | ' | ' | ' | ||
Number of customers to whom only home heating oil, gasoline and diesel fuel were sold on a delivery only basis | ' | ' | ' | ' | ' | ' | 68,000 | ' | ' | ' | ' | ||
Number of customers to whom ancillary services were provided | ' | ' | ' | ' | ' | ' | 22,000 | ' | ' | ' | ' | ||
Outstanding senior notes | $124,515 | [1] | $124,460 | [1] | $125,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Interest on senior notes | ' | ' | 8.88% | 8.88% | ' | ' | ' | ' | ' | ' | ' | ||
Maturity of public notes due | ' | ' | 1-Dec-17 | ' | ' | ' | ' | ' | ' | ' | ' | ||
[1] | The 8.875% Senior Notes were originally issued in November 2010 in a private placement offering pursuant to Rule 144A and Regulation S under the Securities Act of 1933, and in February 2011, were exchanged for substantially identical public notes registered with the Securities and Exchange Commission. These public notes mature in December 2017 and accrue interest at an annual rate of 8.875% requiring semi-annual interest payments on June 1 and December 1 of each year. The discount on these notes was $0.5 million at March 31, 2014. Under the terms of the indenture, these notes permit restricted payments after passing particular financial tests. The Partnership can incur debt up to $100 million for acquisitions and can also pay restricted payments of $22.0 million without passing certain financial tests. |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 |
Schedule Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' |
Finance charge income | $2,207 | $2,174 | $3,211 | $3,262 |
Components_of_Interest_Expense
Components of Interest Expense, Net (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 |
Interest Income Expense Net [Line Items] | ' | ' | ' | ' |
Interest expense | ($4,289) | ($4,024) | ($7,922) | ($7,451) |
Interest income | 15 | 10 | 25 | 20 |
Interest expense, net | ($4,274) | ($4,014) | ($7,897) | ($7,431) |
Common_Unit_Repurchase_and_Ret2
Common Unit Repurchase and Retirement - Additional Information (Detail) (USD $) | Mar. 31, 2014 | Jan. 14, 2014 | Mar. 31, 2014 | Jul. 31, 2012 | Jul. 31, 2013 |
In Millions, except Share data in Thousands, unless otherwise specified | Second Amendment | Second Amendment | Initial Common Units Authorized Plan III Common Units Repurchase Program | Additional Common Units Authorized Plan III Common Units Repurchase Program | |
Capital Unit [Line Items] | ' | ' | ' | ' | ' |
Partnership's common units authorized for repurchase | 6,044 | ' | ' | 3,000 | 1,900 |
Availability required to repurchase common units | ' | $45 | $45 | ' | ' |
Percentage of the maximum facility size on a historical proforma and forward-looking basis | ' | 15.00% | 15.00% | ' | ' |
Non Seasonal maximum borrowing capacity under revolving credit facility | ' | $300 | $300 | ' | ' |
Minimum fixed charge coverage ratio for distributions to unit holders or to repurchase common units | ' | 1.15 | 1.15 | ' | ' |
Partnerships_Repurchase_Activi
Partnership's Repurchase Activities (Detail) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Mar. 31, 2014 | Sep. 30, 2013 | Sep. 30, 2012 | ||||
Capital Unit [Line Items] | ' | ' | ' | ' | ||||
Partnership's common units authorized for repurchase | ' | 6,044 | ' | ' | ||||
Private Transaction | ' | ' | ' | ' | ||||
Capital Unit [Line Items] | ' | ' | ' | ' | ||||
Partnership's common units authorized for repurchase | 1,150 | 1,150 | [1] | ' | ' | |||
Plan III Common Units Repurchase Program | ' | ' | ' | ' | ||||
Capital Unit [Line Items] | ' | ' | ' | ' | ||||
Partnership's common units authorized for repurchase | ' | 4,894 | ' | ' | ||||
Total Number of Units Purchased | 250 | [2],[3] | 250 | [2] | 3,284 | [1],[2] | 22 | [2] |
Average Price Paid per Unit | $5.20 | [3],[4] | $5.20 | [4] | $4.63 | [1],[4] | $4.26 | [4] |
Maximum Number of Units that May Yet Be Purchased | 2,488 | [3] | 2,488 | 2,738 | [1] | 6,022 | ||
[1] | Fiscal year 2013 common unit repurchases include 1.15 million common units acquired in a private transaction. | |||||||
[2] | Units were repurchased as part of a publicly announced program, except as noted in a private transaction. | |||||||
[3] | First quarter fiscal year 2014 common unit repurchases were acquired in a private transaction. | |||||||
[4] | Amounts include repurchase costs. |
Partnerships_Repurchase_Activi1
Partnership's Repurchase Activities (Parenthetical) (Detail) | Mar. 31, 2014 | Dec. 31, 2013 | |
In Thousands, unless otherwise specified | |||
Capital Unit [Line Items] | ' | ' | |
Partnership's common units authorized for repurchase | 6,044 | ' | |
Private Transaction | ' | ' | |
Capital Unit [Line Items] | ' | ' | |
Partnership's common units authorized for repurchase | 1,150 | [1] | 1,150 |
[1] | Fiscal year 2013 common unit repurchases include 1.15 million common units acquired in a private transaction. |
Derivatives_and_HedgingFair_Va2
Derivatives and Hedging-Fair Value Measurements and Accounting for the Offsetting of Certain Contracts - Additional Information (Detail) (USD $) | 6 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
gal | gal | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ' | ' |
Aggregated cash posted as collateral in normal course of business | 1.6 | ' |
Hedging positions and payable amounts secured under credit facility | 7.1 | ' |
Call Option | ' | ' |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ' | ' |
Derivative activity volume | 1,100,000 | 900,000 |
Put Option | ' | ' |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ' | ' |
Derivative activity volume | 4,200,000 | 3,700,000 |
Inventory | ' | ' |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ' | ' |
Derivative activity volume | 300,000 | 700,000 |
Swap Contracts Bought | ' | ' |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ' | ' |
Derivative activity volume | 6,300,000 | 5,000,000 |
Synthetic calls | ' | ' |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ' | ' |
Derivative activity volume | 47,700,000 | 45,400,000 |
Futures Contracts Bought | ' | ' |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ' | ' |
Derivative activity volume | 46,200,000 | 48,500,000 |
Futures Contracts Sold | ' | ' |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ' | ' |
Derivative activity volume | 60,000,000 | 54,300,000 |
Corresponding Long And Short Swap Contracts Bought | ' | ' |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ' | ' |
Derivative activity volume | 33,100,000 | ' |
Hedge a Majority of its Internal Fuel Usage Swap Contracts Bought | ' | ' |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ' | ' |
Derivative activity volume | 1,000,000 | 800,000 |
Swap Contracts Sold | ' | ' |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ' | ' |
Derivative activity volume | ' | 3,000,000 |
Partnerships_Financial_Assets_
Partnership's Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (Fair Value, Measurements, Recurring, Derivatives Not Designated as Hedging Instruments under FASB ASC 815-10, Commodity Contract, USD $) | Mar. 31, 2014 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Derivative Assets, commodity contracts | $6,345 | $14,467 |
Derivative Liabilities, commodity contracts | -9,215 | -17,820 |
Fair asset and fair liability value of derivative instruments | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Derivative Assets, commodity contracts | 6,345 | 14,467 |
Fair liability and fair asset value of derivative instruments | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Derivative Liabilities, commodity contracts | -9,215 | -17,820 |
Quoted Prices in Active Markets for Identical Assets Level 1 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Derivative Assets, commodity contracts | ' | 1,175 |
Derivative Liabilities, commodity contracts | -225 | -519 |
Quoted Prices in Active Markets for Identical Assets Level 1 | Fair asset and fair liability value of derivative instruments | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Derivative Assets, commodity contracts | ' | 1,175 |
Quoted Prices in Active Markets for Identical Assets Level 1 | Fair liability and fair asset value of derivative instruments | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Derivative Liabilities, commodity contracts | -225 | -519 |
Significant Other Observable Inputs Level 2 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Derivative Assets, commodity contracts | 6,345 | 13,292 |
Derivative Liabilities, commodity contracts | -8,990 | -17,301 |
Significant Other Observable Inputs Level 2 | Fair asset and fair liability value of derivative instruments | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Derivative Assets, commodity contracts | 6,345 | 13,292 |
Significant Other Observable Inputs Level 2 | Fair liability and fair asset value of derivative instruments | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Derivative Liabilities, commodity contracts | ($8,990) | ($17,301) |
Offsetting_of_Financial_Assets
Offsetting of Financial Assets (Liabilities) and Derivative Assets (liabilities) (Detail) (Subject to an enforceable master netting arrangement, USD $) | Mar. 31, 2014 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | ||
Fair Values Of Financial Assets And Liabilities Including Derivative Financial Instruments [Line Items] | ' | ' |
Gross Assets Recognized | $6,345 | $14,467 |
Gross Liabilities Offset in the Statement of Financial Position | -9,215 | -17,820 |
Net Assets (Liabilities) Presented in the Statement of Financial Position | -2,870 | -3,353 |
Financial Instruments | ' | ' |
Cash Collateral Received | ' | ' |
Net Amount | -2,870 | -3,353 |
Fair liability and fair asset value of derivative instruments | ' | ' |
Fair Values Of Financial Assets And Liabilities Including Derivative Financial Instruments [Line Items] | ' | ' |
Gross Assets Recognized | 5,336 | 7,213 |
Gross Liabilities Offset in the Statement of Financial Position | -8,253 | -11,212 |
Net Assets (Liabilities) Presented in the Statement of Financial Position | -2,917 | -3,999 |
Financial Instruments | ' | ' |
Cash Collateral Received | ' | ' |
Net Amount | -2,917 | -3,999 |
Fair asset and fair liability value of derivative instruments | ' | ' |
Fair Values Of Financial Assets And Liabilities Including Derivative Financial Instruments [Line Items] | ' | ' |
Gross Assets Recognized | 1,009 | 7,254 |
Gross Liabilities Offset in the Statement of Financial Position | -962 | -6,608 |
Net Assets (Liabilities) Presented in the Statement of Financial Position | 47 | 646 |
Financial Instruments | ' | ' |
Cash Collateral Received | ' | ' |
Net Amount | $47 | $646 |
Effect_of_Derivative_Instrumen
Effect of Derivative Instruments on Statement of Operations (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||||||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ||||
Amount of (Gain) or Loss Unrealized, commodity contracts | $4,105 | ($3,447) | ($1,353) | $4,518 | ||||
Open Position [Member] | ' | ' | ' | ' | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ||||
Amount of (Gain) or Loss Unrealized, commodity contracts | 4,105 | -3,447 | -1,353 | 4,518 | ||||
Fair Value, Measurements, Recurring | Derivatives Not Designated as Hedging Instruments under FASB ASC 815-10 | Commodity Contract | Cost of product | Closed Positions | ' | ' | ' | ' | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ||||
Amount of (Gain) or Loss Recognized, commodity contracts | 3,216 | [1] | 8,544 | [1] | 8,527 | [1] | 13,420 | [1] |
Fair Value, Measurements, Recurring | Derivatives Not Designated as Hedging Instruments under FASB ASC 815-10 | Commodity Contract | Cost of installations and service | Closed Positions | ' | ' | ' | ' | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ||||
Amount of (Gain) or Loss Recognized, commodity contracts | -87 | [1] | -245 | [1] | -95 | [1] | -334 | [1] |
Fair Value, Measurements, Recurring | Derivatives Not Designated as Hedging Instruments under FASB ASC 815-10 | Commodity Contract | Delivery and branch expenses | Closed Positions | ' | ' | ' | ' | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ||||
Amount of (Gain) or Loss Recognized, commodity contracts | ($75) | [1] | ($118) | [1] | ($114) | [1] | ($203) | [1] |
[1] | Represents realized closed positions and includes the cost of options as they expire. |
Components_of_Inventory_Detail
Components of Inventory (Detail) (USD $) | Mar. 31, 2014 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | ||
Inventory [Line Items] | ' | ' |
Product | $40,332 | $50,197 |
Parts and equipment | 19,815 | 17,953 |
Total inventory | $60,147 | $68,150 |
Component_of_Property_and_Equi
Component of Property and Equipment and their Estimated Useful Lives (Detail) (USD $) | Mar. 31, 2014 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment | $191,174 | $170,462 |
Less accumulated depreciation | 122,178 | 119,139 |
Property and equipment, net | $68,996 | $51,323 |
Business_Combinations_Addition
Business Combinations - Additional Information (Detail) (USD $) | 6 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Mar. 31, 2014 | Mar. 31, 2013 | Sep. 30, 2013 | Mar. 31, 2014 | Mar. 04, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | |
Griffith Energy Services, Inc. | Griffith Energy Services, Inc. | Griffith Energy Services, Inc. | Griffith Energy Services, Inc. | Griffith Energy Services, Inc. | Griffith Energy Services, Inc. | ||||
Customer | Minimum | Maximum | |||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Name of acquired entity | ' | ' | ' | ' | 'Griffith Energy Services, Inc. | ' | ' | ' | ' |
Percentage of voting equity interests acquired | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' |
Total Cash paid to acquire business | $97,950,000 | ' | ' | ' | $98,700,000 | ' | ' | ' | ' |
Cash paid to acquire business | ' | ' | ' | ' | 69,900,000 | ' | ' | ' | ' |
Working capital acquired, net of cash | ' | ' | ' | ' | 28,800,000 | ' | ' | ' | ' |
Cash acquired | 4,151,000 | 0 | ' | ' | 4,200,000 | ' | ' | ' | ' |
Letters of credit issued | 55,000,000 | ' | 44,700,000 | ' | 8,500,000 | ' | ' | ' | ' |
Number of customers acquired from Griffith | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' |
Total costs related to the acquisition | ' | ' | ' | ' | ' | 800,000 | 800,000 | ' | ' |
Goodwill | 204,268,000 | ' | 201,130,000 | 3,138,000 | ' | 3,138,000 | 3,138,000 | ' | ' |
Customer lists, other intangibles and trade names amortization period | ' | ' | ' | ' | ' | ' | ' | '10 years | '20 years |
Sales of acquired entity since acquisition date | ' | ' | ' | 29,600,000 | ' | ' | ' | ' | ' |
Net earnings of acquired entity since acquisition date | ' | ' | ' | $1,600,000 | ' | ' | ' | ' | ' |
Summary_of_Preliminary_Fair_Va
Summary of Preliminary Fair Values and Purchase Price Allocation at Acquisition Date of Assets Acquired and Liabilities Assumed (Detail) (USD $) | Mar. 31, 2014 | Sep. 30, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | |
In Thousands, unless otherwise specified | Griffith Energy Services, Inc. | Griffith Energy Services, Inc. | |||
Customer lists, trade names and other intangibles | |||||
Business Acquisition [Line Items] | ' | ' | ' | ' | |
Trade accounts receivable | ' | ' | $46,557 | [1] | ' |
Inventories | ' | ' | 5,143 | ' | |
Other current assets | ' | ' | 5,459 | ' | |
Property and equipment | ' | ' | 17,555 | ' | |
Intangible assets | ' | ' | ' | 49,157 | |
Other long term assets | ' | ' | 1,778 | ' | |
Current liabilities | ' | ' | -30,089 | ' | |
Total net identifiable assets acquired | ' | ' | 95,560 | ' | |
Total consideration | ' | ' | 98,698 | ' | |
Less: Total net identifiable assets acquired | ' | ' | 95,560 | ' | |
Goodwill | $204,268 | $201,130 | $3,138 | ' | |
[1] | The gross contractual receivable amount is $48.2 million, and the best estimate at the acquisition date of the contractual cash flows not expected to be collected is $1.7 million. |
Summary_of_Preliminary_Fair_Va1
Summary of Preliminary Fair Values and Purchase Price Allocation at Acquisition Date of Assets Acquired and Liabilities Assumed (Parenthetical) (Detail) (Griffith Energy Services, Inc., USD $) | Mar. 31, 2014 |
In Millions, unless otherwise specified | |
Griffith Energy Services, Inc. | ' |
Business Acquisition [Line Items] | ' |
Gross contractual receivable amount | $48.20 |
Contractual cash flows not expected to be collected | $1.70 |
Unaudited_Pro_Forma_Results_of
Unaudited Pro Forma Results of Operations (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ' | ' | ' | ' |
Total sales | $979,389 | $889,228 | $1,583,557 | $1,488,846 |
Net income | $55,247 | $45,651 | $76,068 | $56,701 |
Summary_of_Changes_in_the_Part
Summary of Changes in the Partnership's Goodwill (Detail) (USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
Goodwill [Line Items] | ' |
Balance on beginning | $201,130 |
Fiscal year business combination | 3,138 |
Balance on ending | $204,268 |
Intangible_Assets_Subject_to_A
Intangible Assets Subject to Amortization (Detail) (Customer Lists And Other Intangibles, USD $) | Mar. 31, 2014 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | ||
Customer Lists And Other Intangibles | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | $337,168 | $288,011 |
Accum. Amortization | 226,269 | 221,221 |
Net | $110,899 | $66,790 |
Other_Intangible_Assets_Additi
Other Intangible Assets - Additional Information (Detail) (USD $) | 6 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Schedule Of Other Intangible Assets [Line Items] | ' | ' |
Amortization expense for intangible assets | $5 | $4.60 |
Estimated_Annual_Amortization_
Estimated Annual Amortization Expense Related to Intangible Assets Subject to Amortization (Detail) (USD $) | Mar. 31, 2014 |
In Thousands, unless otherwise specified | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ' |
2014 | $11,848 |
2015 | 13,613 |
2016 | 13,442 |
2017 | 12,922 |
2018 | $12,083 |
Partnerships_Debt_Detail
Partnership's Debt (Detail) (USD $) | Mar. 31, 2014 | Sep. 30, 2013 | ||
In Thousands, unless otherwise specified | ||||
Debt Instrument [Line Items] | ' | ' | ||
8.875% Senior Notes, Carrying Amount | $124,515 | [1] | $124,460 | [1] |
Revolving Credit Facility Borrowings, Carrying Amount | 165,741 | [2] | ' | |
Total debt, Carrying Amount | 290,256 | 124,460 | ||
Total long-term portion of debt, Carrying Amount | 124,515 | 124,460 | ||
8.875% Senior Notes, Fair Value | 132,813 | [1],[3] | 130,000 | [1],[3] |
Revolving Credit Facility Borrowings, Fair Value | 165,741 | [2],[3] | ' | |
Total debt, Fair Value | 298,554 | [3] | 130,000 | [3] |
Total long-term portion of debt, Fair Value | $132,813 | [1],[3] | $130,000 | [1],[3] |
[1] | The 8.875% Senior Notes were originally issued in November 2010 in a private placement offering pursuant to Rule 144A and Regulation S under the Securities Act of 1933, and in February 2011, were exchanged for substantially identical public notes registered with the Securities and Exchange Commission. These public notes mature in December 2017 and accrue interest at an annual rate of 8.875% requiring semi-annual interest payments on June 1 and December 1 of each year. The discount on these notes was $0.5 million at March 31, 2014. Under the terms of the indenture, these notes permit restricted payments after passing particular financial tests. The Partnership can incur debt up to $100 million for acquisitions and can also pay restricted payments of $22.0 million without passing certain financial tests. | |||
[2] | In January 2014, the Partnership entered into a second amended and restated asset based revolving credit facility agreement with a bank syndicate comprised of fifteen participants, which replaced the existing revolving credit facility. | |||
[3] | The Partnership's fair value estimates of long-term debt are made at a specific point in time, based on Level 2 inputs. Due to the relatively short maturity of the revolving credit facility, the carrying amount approximates fair value. |
Partnerships_Debt_Parenthetica
Partnership's Debt (Parenthetical) (Detail) (8.875% Senior Notes, USD $) | 6 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2014 |
8.875% Senior Notes | ' |
Debt Instrument [Line Items] | ' |
Senior notes issuance date | 1-Nov-10 |
Interest accrued by public notes for each year | 8.88% |
Discount on notes | $0.50 |
Maximum debt allowed for acquisitions | 100 |
Restricted payments without passing certain financial tests | $22 |
Maturity of public notes due | 1-Dec-17 |
Interest payment frequency | 'Semi-annual interest payments on June 1 and December 1 of each year |
LongTerm_Debt_and_Bank_Facilit2
Long-Term Debt and Bank Facility Borrowings - Additional Information (Detail) (USD $) | 1 Months Ended | 1 Months Ended | 6 Months Ended | 6 Months Ended | |||||
In Millions, unless otherwise specified | Jul. 31, 2011 | Mar. 31, 2014 | Sep. 30, 2013 | Jan. 14, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Sep. 30, 2013 | Mar. 31, 2014 | Mar. 31, 2014 |
Second Amendment | Second Amendment | Revolving Credit Facility | Revolving Credit Facility | 8.875% Senior Notes | 8.875% Senior Notes | ||||
Second Amendment | |||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non Seasonal maximum borrowing capacity under revolving credit facility | ' | ' | ' | $300 | $300 | ' | ' | ' | ' |
Maximum borrowing capacity (heating season December to April) under revolving credit facility | ' | ' | ' | ' | 450 | ' | ' | ' | ' |
Issuance of line of credit for working capital purposes | ' | ' | ' | ' | 100 | ' | ' | ' | ' |
Alternate revolving credit facility expiry | ' | ' | ' | ' | 14-Jan-19 | ' | ' | ' | ' |
Revolving credit facility expiry | ' | ' | ' | ' | 1-Jun-17 | ' | ' | ' | ' |
Additional revolving credit | ' | ' | ' | ' | 100 | ' | ' | ' | ' |
Facility size that can be increased without consulting bank group | ' | ' | ' | ' | 100 | ' | ' | ' | ' |
Description of variable rate | ' | ' | ' | ' | 'The interest rate on the second amended and restated credit facility is LIBOR plus (i) 1.75% (if Availability, as defined in the agreement is greater than or equal to $150 million), or (ii) 2.00% (if Availability is greater than $75 million but less than $150 million), or (iii) 2.25% (if Availability is less than or equal to $75 million). The Commitment Fee on the unused portion of the facility is 0.30% per annum. | ' | ' | ' | ' |
Condition one, additional interest rate based on LIBOR | ' | ' | ' | ' | 1.75% | ' | ' | ' | ' |
Condition two, additional interest rate based on LIBOR | ' | ' | ' | ' | 2.00% | ' | ' | ' | ' |
Condition three, additional interest rate based on LIBOR | ' | ' | ' | ' | 2.25% | ' | ' | ' | ' |
Minimum availability, condition one | ' | ' | ' | ' | 150 | ' | ' | ' | ' |
Maximum availability, condition two | ' | ' | ' | ' | 150 | ' | ' | ' | ' |
Minimum availability, condition two | ' | ' | ' | ' | 75 | ' | ' | ' | ' |
Maximum availability, condition three | ' | ' | ' | ' | 75 | ' | ' | ' | ' |
Commitment fee on the unused portion of the facility | ' | ' | ' | ' | 0.30% | ' | ' | ' | ' |
Availability percentage to maximum facility size | ' | ' | ' | ' | 12.50% | ' | ' | ' | ' |
Minimum fixed charge coverage ratio | ' | ' | ' | ' | 1.1 | ' | ' | ' | ' |
Availability required to make acquisition | ' | ' | ' | ' | 40 | ' | ' | ' | ' |
Availability required to pay distributions | ' | ' | ' | 45 | 45 | ' | ' | ' | ' |
Percentage of the maximum facility size on a historical proforma and forward-looking basis | ' | ' | ' | 15.00% | 15.00% | ' | ' | ' | ' |
Minimum fixed charge coverage ratio for distributions to unit holders or to repurchase common units | ' | ' | ' | 1.15 | 1.15 | ' | ' | ' | ' |
Interest accrued by public notes for each year | ' | ' | ' | ' | ' | ' | ' | 8.88% | 8.88% |
Line of credit facility description | ' | ' | ' | ' | 'All outstanding amounts owed under the second amended and restated credit facility become due and payable on the facility termination date of June 1, 2017. If the Partnership has repaid, prepaid or otherwise defeased at least $100 million of our 8.875% Senior Notes and Availability is equal to or greater than the aggregate amount required to repay the remaining outstanding 8.875% Senior Notes ("Payoff Amount"), then the facility termination date is January 14, 2019. | ' | ' | ' | ' |
Amount required to repaid, prepaid or defeased | ' | ' | ' | ' | ' | ' | ' | ' | 100 |
Letters of credit issued | ' | 55 | 44.7 | ' | ' | ' | ' | ' | ' |
Revolving credit facility outstanding | ' | ' | ' | ' | ' | 165.7 | 0 | ' | ' |
Availability in compliance with the fixed charge coverage ratio | ' | 97.1 | 164.3 | ' | ' | ' | ' | ' | ' |
Available sale of offering of common units under shelf registration | $250 | ' | ' | ' | ' | ' | ' | ' | ' |
Shelf registration expiry | 13-Jul-14 | ' | ' | ' | ' | ' | ' | ' | ' |
Net_Periodic_Benefit_Cost_Deta
Net Periodic Benefit Cost (Detail) (Pension Plans, Defined Benefit, USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 |
Pension Plans, Defined Benefit | ' | ' | ' | ' |
Components of net periodic benefit cost: | ' | ' | ' | ' |
Service cost | $0 | $0 | $0 | $0 |
Interest cost | 690 | 620 | 1,380 | 1,240 |
Expected return on plan assets | -776 | -948 | -1,552 | -1,896 |
Net amortization | 528 | 664 | 1,056 | 1,328 |
Net periodic benefit cost | $442 | $336 | $884 | $672 |
Employee_Benefit_Plan_Addition
Employee Benefit Plan - Additional Information (Detail) (USD $) | 6 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2014 |
Defined Benefit Plan Disclosure [Line Items] | ' |
Partnership contribution in pension plan | $0.90 |
Additional partnership contribution in pension plan | $1.10 |
Current_and_Deferred_Income_Ta
Current and Deferred Income Tax Expense (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 |
Deferred Income Tax Assets And Liabilities | ' | ' | ' | ' |
Income before income taxes | $89,289 | $70,796 | $122,132 | $85,465 |
Current tax expense | 32,215 | 21,330 | 42,438 | 25,383 |
Deferred tax expense | 4,858 | 7,787 | 8,190 | 8,651 |
Total tax expense | $37,073 | $29,117 | $50,628 | $34,034 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 |
In Millions, unless otherwise specified | Federal | New York | Connecticut | Pennsylvania | New Jersey | Minimum | Maximum | ||
Income Tax Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net operating loss carryforward | ' | $8.30 | ' | ' | ' | ' | ' | ' | ' |
Annual limitation of federal NOLs | ' | ' | ' | ' | ' | ' | ' | 1 | 2.2 |
Expiration date of net operating loss carryforward | ' | ' | ' | ' | ' | ' | ' | 31-Dec-18 | 31-Dec-24 |
Unrecognized income tax benefit | 0.8 | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized income tax benefit related accrued interest and penalties | $0.10 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of years for examination | ' | ' | 'Four | 'Four | 'Four | 'Four | 'Five | ' | ' |
Supplemental_Disclosure_of_Cas2
Supplemental Disclosure of Cash Flow Information (Detail) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Cash paid during the period for: | ' | ' |
Income taxes, net | $8,395 | $4,901 |
Interest | 7,701 | 7,193 |
Non-cash financing activities: | ' | ' |
Increase in interest expense - amortization of debt discount on 8.875%Senior Note | $55 | $50 |
Supplemental_Disclosure_of_Cas3
Supplemental Disclosure of Cash Flow Information (Parenthetical) (Detail) (8.875% Senior Notes) | Mar. 31, 2014 | Mar. 31, 2013 |
8.875% Senior Notes | ' | ' |
Cash paid during the period for: | ' | ' |
Interest on senior notes | 8.88% | 8.88% |
Net_Income_Allocation_and_Per_
Net Income Allocation and Per Unit Data (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||||||
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | ||||
Basic and Diluted Earnings Per Limited Partner: | ' | ' | ' | ' | ||||
Net income | $52,216 | $41,679 | $71,504 | $51,431 | ||||
Less General Partners' interest in net income | 294 | 225 | 403 | 278 | ||||
Net income available to limited partners | 51,922 | 41,454 | 71,101 | 51,153 | ||||
Less dilutive impact of theoretical distribution of earnings under FASB ASC 260-10-45-60 | 9,065 | 6,993 | 11,922 | 7,991 | ||||
Limited Partner's interest in net income under FASB ASC 260-10-45-60 | $42,857 | $34,461 | $59,179 | $43,162 | ||||
Per unit data: | ' | ' | ' | ' | ||||
Basic and diluted net income available to limited partners | 0.9 | 0.69 | 1.24 | 0.85 | ||||
Less dilutive impact of theoretical distribution of earnings under FASB ASC 260-10-45-60 | 0.15 | 0.11 | 0.21 | 0.13 | ||||
Limited Partner's interest in net income under FASB ASC 260-10-45-60 | $0.75 | [1] | $0.58 | [1] | $1.03 | [1] | $0.72 | [1] |
Weighted average number of Limited Partner units outstanding | 57,468 | 59,837 | 57,490 | 60,192 | ||||
[1] | See Note 14 Earnings Per Limited Partner Unit. |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (Subsequent Event, Dividend Declared, USD $) | 1 Months Ended |
In Millions, except Per Share data, unless otherwise specified | Apr. 30, 2014 |
Subsequent Event | Dividend Declared | ' |
Subsequent Event [Line Items] | ' |
Distribution declared | $0.09 |
Partners capital projected distribution amount on annualized basis | $0.35 |
Minimum dividend distribution per unit | $0.07 |
Percentage of distributions to common unit holders in excess of minimum quarterly distribution | 90.00% |
Percentage of distributions to general unit holders in excess of minimum quarterly distribution | 10.00% |
Amount to paid to common unit holders | $5 |
Amount to paid to the General Partner | 0.1 |
Incentive distribution to the General Partner | 0.06 |
Incentive distributions to management | $0.06 |
Dividend payable date | 9-May-14 |
Dividend record date | 1-May-14 |