Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Dec. 31, 2016 | Jan. 31, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2016 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | SGU | |
Entity Registrant Name | STAR GAS PARTNERS LP | |
Entity Central Index Key | 1,002,590 | |
Current Fiscal Year End Date | --09-30 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 55,887,832 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2016 | Sep. 30, 2016 | |
Current assets | |||
Cash and cash equivalents | $ 37,076 | $ 139,188 | |
Receivables, net of allowance of $4,699 and $4,419, respectively | 155,161 | 78,650 | |
Inventories | 62,299 | 45,894 | |
Fair asset value of derivative instruments | 11,177 | 3,987 | |
Prepaid expenses and other current assets | 30,650 | 27,139 | |
Total current assets | 296,363 | 294,858 | |
Property and equipment, net | 74,080 | 70,410 | |
Goodwill | 213,733 | 212,760 | |
Intangibles, net | 96,563 | 97,656 | |
Deferred tax assets, net | 1,196 | 5,353 | |
Restricted cash | 250 | ||
Investments | [1] | 11,478 | |
Deferred charges and other assets, net | 11,107 | 11,074 | |
Total assets | 704,770 | 692,111 | |
Current liabilities | |||
Accounts payable | 45,578 | 25,690 | |
Fair liability value of derivative instruments | 486 | 2,285 | |
Current maturities of long-term debt | 10,000 | 16,200 | |
Accrued expenses and other current liabilities | 107,304 | 103,855 | |
Unearned service contract revenue | 64,813 | 56,971 | |
Customer credit balances | 62,583 | 84,921 | |
Total current liabilities | 290,764 | 289,922 | |
Long-term debt | [2] | 73,008 | 75,441 |
Other long-term liabilities | 26,772 | 25,255 | |
Partners' capital | |||
Common unitholders | 335,212 | 322,771 | |
General partner | (542) | (516) | |
Accumulated other comprehensive loss, net of taxes | (20,444) | (20,762) | |
Total partners' capital | 314,226 | 301,493 | |
Total liabilities and partners' capital | $ 704,770 | $ 692,111 | |
[1] | See Note 2 - Investments | ||
[2] | Carrying amounts are net of unamortized debt issuance costs of $0.8 million as December 31, 2016 and $0.9 million as of September 30, 2016. |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Sep. 30, 2016 |
Receivables, allowance | $ 4,699 | $ 4,419 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Sales: | |||
Product | $ 316,291 | $ 252,950 | |
Installations and services | 67,827 | 66,105 | |
Total sales | 384,118 | 319,055 | |
Cost and expenses: | |||
Cost of product | 199,593 | 150,102 | |
Cost of installations and services | 66,487 | 62,912 | |
(Increase) decrease in fair value of derivative instruments | (8,551) | 5,536 | |
Delivery and branch expenses | 81,133 | 64,194 | |
Depreciation and amortization expenses | 6,561 | 6,766 | |
General and administrative expenses | 6,353 | 6,420 | |
Finance charge income | (695) | (521) | |
Operating income | 33,237 | 23,646 | |
Interest expense, net | (1,787) | (1,859) | |
Amortization of debt issuance costs | (312) | (312) | |
Income before income taxes | 31,138 | 21,475 | |
Income tax expense | 12,863 | 9,417 | |
Net income | 18,275 | 12,058 | |
General Partner's interest in net income | 105 | 68 | |
Limited Partners' interest in net income | $ 18,170 | $ 11,990 | |
Basic and diluted income per Limited Partner Unit | [1] | $ 0.28 | $ 0.19 |
Weighted average number of Limited Partner units outstanding: | |||
Basic and Diluted | 55,888 | 57,281 | |
[1] | See Note 13 Earnings Per Limited Partner Unit. |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Net income | $ 18,275 | $ 12,058 | |
Other comprehensive income: | |||
Unrealized gain on pension plan obligation | [1] | 534 | 648 |
Tax effect of unrealized gain on pension plan | (216) | (267) | |
Total other comprehensive income | 318 | 381 | |
Total comprehensive income | $ 18,593 | $ 12,439 | |
[1] | This item is included in the computation of net periodic pension cost. |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL - 3 months ended Dec. 31, 2016 - USD ($) shares in Thousands, $ in Thousands | Total | General Partner | Common Stock | Accumulated Other Comprehensive Income (Loss) | |
Beginning Balance at Sep. 30, 2016 | $ 301,493 | $ (516) | $ 322,771 | $ (20,762) | |
Beginning Balance, unit at Sep. 30, 2016 | 326 | 55,888 | |||
Net income | 18,275 | $ 105 | $ 18,170 | ||
Unrealized gain on pension plan obligation | 534 | [1] | 534 | ||
Tax effect of unrealized gain on pension plan | (216) | (216) | |||
Distributions | (5,860) | (131) | (5,729) | ||
Ending Balance at Dec. 31, 2016 | $ 314,226 | $ (542) | $ 335,212 | $ (20,444) | |
Ending Balance, Unit at Dec. 31, 2016 | 326 | 55,888 | |||
[1] | This item is included in the computation of net periodic pension cost. |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Cash flows provided by (used in) operating activities: | |||
Net income | $ 18,275 | $ 12,058 | |
Adjustment to reconcile net income to net cash provided by (used in) operating activities: | |||
(Increase) decrease in fair value of derivative instruments | (8,551) | 5,536 | |
Depreciation and amortization | 6,873 | 7,078 | |
Provision (recovery) for losses on accounts receivable | 31 | (636) | |
Change in deferred taxes | 3,941 | 609 | |
Change in weather hedge contract receivable | (12,500) | ||
Changes in operating assets and liabilities: | |||
Increase in receivables | (76,845) | (22,263) | |
Increase in inventories | (16,248) | (9,064) | |
(Increase) decrease in other assets | (3,294) | 1,091 | |
Increase (decrease) in accounts payable | 21,725 | (3,020) | |
Increase (decrease) in customer credit balances | (22,805) | 10,427 | |
Increase in other current and long-term liabilities | 11,392 | 13,883 | |
Net cash provided by (used in) operating activities | (65,506) | 3,199 | |
Cash flows provided by (used in) investing activities: | |||
Capital expenditures | (4,521) | (3,206) | |
Proceeds from sales of fixed assets | 34 | 23 | |
Purchase of investments | [1] | (11,474) | |
Acquisitions | (5,835) | (7,615) | |
Net cash used in investing activities | (21,796) | (10,798) | |
Cash flows used in financing activities: | |||
Term loan repayment | (8,700) | ||
Distributions | (5,860) | (5,552) | |
Unit repurchases | (23) | ||
Customer retainage payments | (235) | ||
Payments of debt issue costs | (209) | ||
Net cash used in financing activities | (14,560) | (6,019) | |
Net decrease in cash, cash equivalents, and restricted cash | (101,862) | (13,618) | |
Cash, cash equivalents, and restricted cash at beginning of period | 139,188 | 100,508 | |
Cash, cash equivalents, and restricted cash at end of period | $ 37,326 | $ 86,890 | |
[1] | See Note 2 - Investments |
Partnership Organization
Partnership Organization | 3 Months Ended |
Dec. 31, 2016 | |
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. 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. These products 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. Including our propane locations, we serve customers in the more northern and eastern states within the Northeast, Central and Southeast U.S. regions. The Partnership is organized as follows: • The Partnership is a master limited partnership, which as of December 31, 2016, had outstanding 55.9 million Common Units (NYSE: “SGU”), representing 99.4% limited partner interest in Star Gas Partners, and 0.3 million general partner units, representing 0.6% 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., a Minnesota corporation (“SA”) that owns 100% of Petro Holdings, Inc., a Minnesota corporation (“Petro”) and 100% of Woodbury Insurance Co., Inc., a Connecticut corporation and a captive insurance company formed in July 2016 to insure large deductibles for certain insurance policies carried by Petro. SA and its subsidiaries are subject to Federal and state corporate income taxes. The Partnership’s operations are conducted through Petro and its subsidiaries. Petro is primarily a Northeast, Central and Southeast region retail distributor of home heating oil and propane that as of December 31, 2016, served approximately 444,000 full-service residential and commercial home heating oil and propane customers. Petro also sold diesel fuel, gasoline and home heating oil to approximately 75,000 customers on a delivery only basis. We installed, maintained, and repaired heating and air conditioning equipment and to a lesser extent provided these services outside our customer base including 13,600 service contracts for natural gas and other heating systems. In addition, we provided home security and plumbing to approximately 28,000 customers. • Petroleum Heat and Power Co., Inc., a Minnesota corporation (“PH&P”) is a 100% owned subsidiary of the Partnership. PH&P is the borrower and the Partnership is the guarantor of the third amended and restated credit agreement’s $100 million five-year senior secured term loan and the $300 million ($450 million during the heating season of December through April of each year) revolving credit facility, both due July 30, 2020. (See Note 9—Long-Term Debt and Bank Facility Borrowings). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Dec. 31, 2016 | |
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 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 three month period ended December 31, 2016 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 S-X 10-K 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. Restricted cash Restricted cash represents deposits held by our captive insurance company that are required by state insurance regulations to remain in the captive insurance company as cash. At December 31, 2016 the $37.3 million of cash, cash equivalents, and restricted cash on the condensed consolidated statement of cash flows is composed of $37.0 million of cash and cash equivalents and $0.3 million of restricted cash. Investments The investments are held by our captive insurance company as collateral for workers’ compensation and automobile liability claims incurred and expected to be incurred in fiscal 2017. The collateral is required by a third party insurance carrier that insures per claim amounts above a set deductible. Due to the expected timing of claim payments, the nature of the collateral agreement with the carrier, and our captive insurance company’s source of other operating cash, the collateral is not expected to be used to pay obligations within the next twelve months. Investments are currently comprised of mutual funds measured at net asset value. As of December 31, 2016 the fair value of the investments was $11.5 million. Weather Hedge Contract To partially mitigate the adverse effect of warm weather on cash flows, the Partnership has used weather hedge contracts for a number of years. Weather hedge contracts are recorded in accordance with the intrinsic value method defined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815-45-15 99-2). For fiscal years 2016, 2017 and 2018 the Partnership has weather hedge contracts with Swiss Re under which the Partnership is entitled to receive a payment of $35,000 per heating degree-day 815-45-15, New England Teamsters and Trucking Industry Pension Fund (“the NETTI Fund”) Liability As of December 31, 2016, we had $0.2 million and $17.4 million balances included in the captions accrued expenses and other current liabilities and other long-term liabilities, respectively, on our condensed consolidated balance sheet representing the remaining balance of the NETTI withdrawal liability. Based on the borrowing rates currently available to the Partnership for long-term financing of a similar maturity, the fair value of the NETTI withdrawal liability as of December 31, 2016 was $21.2 million. We utilized Level 2 inputs in the fair value hierarchy of valuation techniques to determine the fair value of this liability. Recently Adopted Accounting Pronouncements In April 2015, the FASB issued Accounting Standards Update (“ASU”) No. 2015-03, 835-30): In September 2015, the FASB issued ASU No. 2015-16, No. 2015-16 In November 2016, the FASB issued ASU No. 2016-18, beginning-of-period end-of-period No. 2016-18 Recently Issued Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, 2014-09. 2014-09 In July 2015, the FASB issued ASU No. 2015-11, No. 2015-11 In February 2016, the FASB issued ASU No. 2016-02, right-of-use No. 2016-02 right-of-use right-of-use In June 2016, the FASB issued ASU No. 2016-13, No. 2016-13 In August 2016, the FASB issued ASU No. 2016-15, zero-coupon ASU 2016-15 |
Common Unit Repurchase and Reti
Common Unit Repurchase and Retirement | 3 Months Ended |
Dec. 31, 2016 | |
Common Unit Repurchase and Retirement | 3) Common Unit Repurchase and Retirement In July 2012, 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 third amended and restated credit agreement dated July 30, 2015, in order to repurchase Common Units we must maintain Availability (as defined in the amended and restated credit agreement) of $45 million, 15.0% of the facility size of $300 million (assuming the non-seasonal The following table shows repurchases under Plan III. (in thousands, except per unit amounts) Period Total Number of Units Purchased (a) Average Price Paid per Unit (b) Maximum Number of Units that May Yet Be Purchased Plan III - Number of units authorized 4,894 Private transaction - Number of units authorized 2,450 7,344 Plan III - Fiscal years 2012 to 2016 total (c) 5,137 $ 5.78 2,207 Plan III - First quarter fiscal year 2017 total — $ — 2,707 (a) Units were repurchased as part of a publicly announced program, except as noted in a private transaction. (b) Amounts include repurchase costs. (c) Includes 2.45 million common units acquired in a private transaction. |
Derivatives and Hedging-Disclos
Derivatives and Hedging-Disclosures and Fair Value Measurements | 3 Months Ended |
Dec. 31, 2016 | |
Derivatives and Hedging-Disclosures and Fair Value Measurements | 4) Derivatives and Hedging—Disclosures and Fair Value Measurements FASB ASC 815-10-05 As of December 31, 2016, to hedge a substantial majority of the purchase price associated with heating oil gallons anticipated to be sold to its price-protected customers, the Partnership held the following derivative instruments that settle in future months to match anticipated sales: 14.0 million gallons of swap contracts, 7.6 million gallons of call options, 9.0 million gallons of put options, and 89.2 million net gallons of synthetic call options. To hedge the inter-month differentials for its price-protected customers, its physical inventory on hand and inventory in transit, the Partnership, as of December 31, 2016, had 1.0 million gallons of long swap contracts, 23.5 million gallons of long future contracts, and 44.7 million gallons of short future contracts that settle in future months. In addition to the previously described hedging instruments, the Partnership as of December 31, 2016, had 5.1 million gallons of spread contracts (simultaneous long and short positions) to lock-in As of December 31, 2015, to hedge a substantial majority of the purchase price associated with heating oil gallons anticipated to be sold to its price-protected customers, the Partnership held the following derivative instruments that settle in future months to match anticipated sales: 10.1 million gallons of swap contracts, 8.2 million gallons of call options, 6.0 million gallons of put options, and 98.9 million net gallons of synthetic call options. To hedge the inter-month differentials for its price-protected customers, its physical inventory on hand and inventory in transit, the Partnership, as of December 31, 2015, had 1.4 million gallons of long swap contracts, 24.6 million gallons of long future contracts, and 57.1 million gallons of short future contracts that settle in future months. In addition to the previously described hedging instruments, the Partnership as of December 31, 2015, had 8.4 million gallons of spread contracts (simultaneous long and short positions) to lock-in 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., Munich Re Trading LLC, 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 FASB ASC 820-10 non-trading 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 Instruments Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Under FASB ASC 815-10 Balance Sheet Location Total Level 1 Level 2 Asset Derivatives at December 31, 2016 Commodity contracts Fair asset and fair liability value of derivative instruments $ 14,733 $ 2,231 $ 12,502 Commodity contracts Long-term derivative assets included in the deferred charges and other assets, net and other long-term liabilities balances 2,114 1,261 853 Commodity contract assets at December 31, 2016 $ 16,847 $ 3,492 $ 13,355 Liability Derivatives at December 31, 2016 Commodity contracts Fair liability and fair asset value of derivative instruments $ (4,042 ) $ (2,556 ) $ (1,486 ) Commodity contracts Long-term derivative liabilities included in the other long-term liabilities balance (1,743 ) (1,738 ) (5 ) Commodity contract liabilities at December 31, 2016 $ (5,785 ) $ (4,294 ) $ (1,491 ) Asset Derivatives at September 30, 2016 Commodity contracts Fair asset and fair liability value of derivative instruments $ 11,692 $ — $ 11,692 Commodity contracts Long-term derivative assets included in the other long-term liabilities balance 1,369 481 888 Commodity contract assets at September 30, 2016 $ 13,061 $ 481 $ 12,580 Liability Derivatives at September 30, 2016 Commodity contracts Fair liability and fair asset value of derivative instruments $ (9,990 ) $ (1,603 ) $ (8,387 ) Commodity contracts Long-term derivative liabilities included in the other long-term liabilities balance (565 ) (484 ) (81 ) Commodity contract liabilities at September 30, 2016 $ (10,555 ) $ (2,087 ) $ (8,468 ) 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 (Liabilities) Gross Assets Recognized Gross Liabilities Offset in the Statement of Financial Position Net Assets the Statement of Financial Position Financial Instruments Cash Collateral Received Net Amount Fair asset value of derivative instruments $ 11,177 $ — $ 11,177 $ — $ — $ 11,177 Long-term derivative assets included in deferred charges and other assets, net $ 853 $ (5 ) $ 848 $ — $ — $ 848 Fair liability value of derivative instruments 3,556 (4,042 ) (486 ) — — (486 ) Long-term derivative liabilities included in other long-term liabilities, net 1,261 (1,738 ) (477 ) (477 ) Total at December 31, 2016 $ 16,847 $ (5,785 ) $ 11,062 $ — $ — $ 11,062 Fair asset value of derivative instruments $ 7,716 $ (3,729 ) $ 3,987 $ — $ — $ 3,987 Long-term derivative assets included in other long-term assets, net 888 $ (81 ) $ 807 — — 807 Fair liability value of derivative instruments 3,976 (6,261 ) (2,285 ) — — (2,285 ) Long-term derivative liabilities included in other long-term liabilities, net 481 (484 ) (3 ) — — (3 ) Total at September 30, 2016 $ 13,061 $ (10,555 ) $ 2,506 $ — $ — $ 2,506 (In thousands) The Effect of Derivative Instruments on the Statement of Operations Amount of (Gain) or Loss Recognized Derivatives Not Designated as Hedging Instruments Under FASB ASC 815-10 Location of (Gain) or Loss Recognized in Income on Derivative Three Months Ended December 31, 2016 Three Months Ended December 31, 2015 Commodity contracts Cost of product (a) $ 3,381 $ (3,434 ) Commodity contracts Cost of installations and service (a) $ (94 ) $ 226 Commodity contracts Delivery and branch expenses (a) $ (117 ) $ 315 Commodity contracts (Increase) / decrease in the fair value of derivative instruments $ (8,551 ) $ 5,536 (a) Represents realized closed positions and includes the cost of options as they expire. |
Inventories
Inventories | 3 Months Ended |
Dec. 31, 2016 | |
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): December 31, 2016 September 30, 2016 Product $ 41,522 $ 25,419 Parts and equipment 20,777 20,475 Total inventory $ 62,299 $ 45,894 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Dec. 31, 2016 | |
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): December 31, 2016 September 30, 2016 Property and equipment $ 189,932 $ 184,079 Less: accumulated depreciation 115,852 113,669 Property and equipment, net $ 74,080 $ 70,410 |
Business Combinations
Business Combinations | 3 Months Ended |
Dec. 31, 2016 | |
Business Combinations | 7) Business Combinations During fiscal 2017, the Partnership acquired a heating oil dealer, a propane dealer and plumbing service provider for an aggregate purchase price of approximately $7.3 million; $5.8 million in cash and $1.5 million of deferred liability (including $0.6 million of contingent consideration). The gross purchase price was allocated $2.7 million to intangible assets, $1.0 million to goodwill, $3.7 million to fixed assets and $(0.1) million to working capital. The acquired companies’ operating results are included in the Partnership’s consolidated financial statements starting on their respective acquisition dates, and are not material to the Partnership’s financial condition, results of operations, or cash flows. |
Goodwill and Intangibles, net
Goodwill and Intangibles, net | 3 Months Ended |
Dec. 31, 2016 | |
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, 2016 $ 212,760 Fiscal year 2017 business combination 973 Balance as of December 31, 2016 $ 213,733 Intangibles, net The gross carrying amount and accumulated amortization of intangible assets subject to amortization are as follows (in thousands): December 31, 2016 September 30, 2016 Gross Gross Carrying Accum. Carrying Accum. Amount Amortization Net Amount Amortization Net Customer lists $ 328,852 $ 253,936 $ 74,916 $ 327,388 $ 250,427 $ 76,961 Trade names and other intangibles 28,434 6,787 21,647 27,134 6,439 20,695 Total $ 357,286 $ 260,723 $ 96,563 $ 354,522 $ 256,866 $ 97,656 Amortization expense for intangible assets was $3.9 million for the three months ended December 31, 2016, compared to $3.8 million for the three months ended December 31, 2015. |
Long-Term Debt and Bank Facilit
Long-Term Debt and Bank Facility Borrowings | 3 Months Ended |
Dec. 31, 2016 | |
Long-Term Debt and Bank Facility Borrowings | 9) Long-Term Debt and Bank Facility Borrowings The Partnership’s debt is as follows (in thousands): December 31, September 30, 2016 2016 Carrying Carrying Amount Fair Value (a) Amount Fair Value (a) Revolving Credit Facility Borrowings $ — $ — $ — $ — Senior Secured Term Loan (b) 83,008 83,800 91,641 92,500 Total debt $ 83,008 $ 83,800 $ 91,641 $ 92,500 Total short-term portion of debt $ 10,000 $ 10,000 $ 16,200 $ 16,200 Total long-term portion of debt (b) $ 73,008 $ 73,800 $ 75,441 $ 76,300 (a) The face amount of the Partnership’s variable rate long-term debt approximates fair value. (b) Carrying amounts are net of unamortized debt issuance costs of $0.8 million as December 31, 2016 and $0.9 million as of September 30, 2016. On July 30, 2015, the Partnership entered into a third amended and restated asset-based credit agreement with a bank syndicate comprised of thirteen participants, which enables the Partnership to borrow up to $300 million ($450 million during the heating season of December through April of each year) on a revolving credit facility for working capital purposes (subject to certain borrowing base limitations and coverage ratios), provides for a $100 million five-year senior secured term loan (the “Term Loan”), allows for the issuance of up to $100 million in letters of credit, and has a maturity date of July 30, 2020. The Partnership can increase the revolving credit 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 (as defined in the credit agreement), which shall not be unreasonably withheld. Obligations under the third amended and restated credit facility are guaranteed by the 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. All amounts outstanding under the third amended and restated revolving credit facility become due and payable on the facility termination date of July 30, 2020. The Term Loan is repayable in quarterly payments of $2.5 million, plus an annual payment equal to 25% of the annual Excess Cash Flow as defined in the agreement (an amount not to exceed $15 million annually), less certain voluntary prepayments made during the year, with final payment at maturity. The interest rate on the third amended and restated revolving credit facility and the Term Loan is based on a margin over LIBOR or a base rate. At December 31, 2016, the effective interest rate on the Term Loan was approximately 3.91%. The Commitment Fee on the unused portion of the revolving credit facility is 0.30% from December through April, and 0.20% from May through November. The third amended and restated credit agreement requires the Partnership to meet certain financial covenants, including a fixed charge coverage ratio (as defined in the credit agreement) of not less than 1.1 as long as the Term Loan is outstanding or revolving credit facility availability is less than 12.5% of the facility size. In addition, as long as the Term Loan is outstanding, a senior secured leverage ratio at any time cannot be more than 3.0 as calculated during the quarters ending June or September, and at any time no more than 4.5 as calculated during the quarters ending December or March. Certain restrictions are also imposed by the agreement, including restrictions on the Partnership’s ability to incur additional indebtedness, to pay distributions to unitholders, to pay certain inter-company dividends or distributions, make investments, grant liens, sell assets, make acquisitions and engage in certain other activities. At December 31, 2016, $83.8 million of the Term loan was outstanding, no amount was outstanding under the revolving credit facility, no hedge positions were secured under the credit agreement, and $49.6 million of letters of credit were issued and outstanding. At September 30, 2016, $92.5 million of the Term Loan was outstanding, no amount was outstanding under the revolving credit facility, $0.3 million of hedge positions were secured under the credit agreement, and $50.6 million of letters of credit were issued and outstanding. At December 31, 2016, availability was $197.1 million, and the Partnership was in compliance with the fixed charge coverage ratio and the senior secured leverage ratio. At September 30, 2016, availability was $163.4 million, and the Partnership was in compliance with the fixed charge coverage ratio and the senior secured leverage ratio. |
Income Taxes
Income Taxes | 3 Months Ended |
Dec. 31, 2016 | |
Income Taxes | 10) 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 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 months ended December 31, 2016, and 2015 are as follows: Three Months Ended December 31, (in thousands) 2016 2015 Income before income taxes $ 31,138 $ 21,475 Current tax expense 8,922 8,809 Deferred tax espense $ 3,941 $ 608 Total tax expense $ 12,863 $ 9,417 As of January 1, 2017, Star Acquisitions, Inc., a wholly-owned subsidiary of the Partnership, had an estimated Federal net operating loss carry forward (“NOLs”) of approximately $1.6 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. At December 31, 2016, we did not have unrecognized income tax benefits. Our continuing practice is to recognize interest and penalties related to income tax matters as a component of income tax expense. We file U.S. Federal income tax returns and various state and local returns. A number of years may elapse before an uncertain tax position is audited and finally resolved. For our Federal income tax returns we have four tax years subject to examination. In our major state tax jurisdictions of New York, Connecticut, Pennsylvania we have four years that are subject to examination. In the state tax jurisdictions of New Jersey we have five tax years that are subject to examination. While it is often difficult to predict the final outcome or the timing of resolution of any particular uncertain tax position, based on our assessment of many factors including past experience and interpretation of tax law, we believe that our provision for income taxes reflect the most probable outcome. This assessment relies on estimates and assumptions and may involve a series of complex judgments about future events. |
Supplemental Disclosure of Cash
Supplemental Disclosure of Cash Flow Information | 3 Months Ended |
Dec. 31, 2016 | |
Supplemental Disclosure of Cash Flow Information | 11) Supplemental Disclosure of Cash Flow Information Three Months Ended December 31, (in thousands) 2016 2015 Cash paid during the period for: Income taxes, net $ 3,862 $ 2,238 Interest $ 2,164 $ 1,566 Non-cash Increase in interest expense—amortization of deferred charges on senior secured term loan $ 67 $ 71 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies | 12) Commitments and Contingencies On February 18, 2016, a civil action was filed in the United States District Court, District of New Jersey, entitled M. Norman Donnenfeld v. Petro Home Services, Petro Holdings Inc. and Petro, Inc., 2:16-cv-00882 JMV-JBC, 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 hazardous liquids such as home heating oil and propane. In the ordinary course of business, the Partnership is a defendant in various legal proceedings and litigation. The Partnership records a liability when it is probable that a loss has been incurred and the amount is reasonably estimable. We do not believe these matters, when considered individually or in the aggregate, could reasonably be expected to have a material adverse effect on the Partnership’s results of operations, financial position or liquidity. The Partnership maintains insurance policies with insurers 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 current and potential future claims, legal proceedings and litigation as certain types of claims may be excluded from our insurance coverage. If we were to incur substantial liability and the damages are not covered by insurance or are in excess of policy limits, or if we incur liability at a time when we are not able to obtain liability insurance, then our business, results of operations and financial condition could be materially adversely affected. |
Earnings Per Limited Partner Un
Earnings Per Limited Partner Unit | 3 Months Ended |
Dec. 31, 2016 | |
Earnings Per Limited Partner Unit | 13) Earnings Per Limited Partner Unit Income per limited partner unit is computed in accordance with FASB ASC 260-10-05 03-06), year-to-date The following presents the net income allocation and per unit data using this method for the periods presented: Three Months Ended Basic and Diluted Earnings Per Limited Partner: December 31, (in thousands, except per unit data) 2016 2015 Net income $ 18,275 $ 12,058 Less General Partner’s interest in net income 105 68 Net income available to limited partners 18,170 11,990 Less dilutive impact of theoretical distribution of earnings under FASB ASC 260-10-45-60 2,446 1,231 Limited Partner’s interest in net income under FASB ASC 260-10-45-60 $ 15,724 $ 10,759 Per unit data: Basic and diluted net income available to limited partners $ 0.33 $ 0.21 Less dilutive impact of theoretical distribution of earnings under FASB ASC 260-10-45-60 0.05 0.02 Limited Partner’s interest in net income under FASB ASC 260-10-45-60 $ 0.28 $ 0.19 Weighted average number of Limited Partner units outstanding 55,888 57,281 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Dec. 31, 2016 | |
Subsequent Events | 14) Subsequent Events Quarterly Distribution Declared In January 2017, we declared a quarterly distribution of $0.1025 per unit, or $0.41 per unit on an annualized basis, on all Common Units with respect to the first quarter of fiscal 2017, payable on February 7, 2017, to holders of record on January 30, 2017. 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, $5.7 million will be paid to the Common Unit holders, $0.1 million to the General Partner unit holders (including $0.1 million of incentive distribution as provided in our Partnership Agreement) and $0.1 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 Accoun22
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Dec. 31, 2016 | |
Basis of Presentation | Basis of Presentation The Consolidated Financial Statements include the accounts of Star Gas Partners 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 three month period ended December 31, 2016 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 S-X 10-K |
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. |
Restricted cash | Restricted cash Restricted cash represents deposits held by our captive insurance company that are required by state insurance regulations to remain in the captive insurance company as cash. At December 31, 2016 the $37.3 million of cash, cash equivalents, and restricted cash on the condensed consolidated statement of cash flows is composed of $37.0 million of cash and cash equivalents and $0.3 million of restricted cash. |
Investments | Investments The investments are held by our captive insurance company as collateral for workers’ compensation and automobile liability claims incurred and expected to be incurred in fiscal 2017. The collateral is required by a third party insurance carrier that insures per claim amounts above a set deductible. Due to the expected timing of claim payments, the nature of the collateral agreement with the carrier, and our captive insurance company’s source of other operating cash, the collateral is not expected to be used to pay obligations within the next twelve months. Investments are currently comprised of mutual funds measured at net asset value. As of December 31, 2016 the fair value of the investments was $11.5 million. |
Weather Hedge Contract | Weather Hedge Contract To partially mitigate the adverse effect of warm weather on cash flows, the Partnership has used weather hedge contracts for a number of years. Weather hedge contracts are recorded in accordance with the intrinsic value method defined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815-45-15 99-2). For fiscal years 2016, 2017 and 2018 the Partnership has weather hedge contracts with Swiss Re under which the Partnership is entitled to receive a payment of $35,000 per heating degree-day 815-45-15, |
New England Teamsters and Trucking Industry Pension Fund ("the NETTI Fund") Liability | New England Teamsters and Trucking Industry Pension Fund (“the NETTI Fund”) Liability As of December 31, 2016, we had $0.2 million and $17.4 million balances included in the captions accrued expenses and other current liabilities and other long-term liabilities, respectively, on our condensed consolidated balance sheet representing the remaining balance of the NETTI withdrawal liability. Based on the borrowing rates currently available to the Partnership for long-term financing of a similar maturity, the fair value of the NETTI withdrawal liability as of December 31, 2016 was $21.2 million. We utilized Level 2 inputs in the fair value hierarchy of valuation techniques to determine the fair value of this liability. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In April 2015, the FASB issued Accounting Standards Update (“ASU”) No. 2015-03, 835-30): In September 2015, the FASB issued ASU No. 2015-16, No. 2015-16 In November 2016, the FASB issued ASU No. 2016-18, beginning-of-period end-of-period No. 2016-18 |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, 2014-09. 2014-09 In July 2015, the FASB issued ASU No. 2015-11, No. 2015-11 In February 2016, the FASB issued ASU No. 2016-02, right-of-use No. 2016-02 right-of-use right-of-use In June 2016, the FASB issued ASU No. 2016-13, No. 2016-13 In August 2016, the FASB issued ASU No. 2016-15, zero-coupon ASU 2016-15 |
Common Unit Repurchase and Re23
Common Unit Repurchase and Retirement (Tables) | 3 Months Ended |
Dec. 31, 2016 | |
Partnership's Repurchase Activities | The following table shows repurchases under Plan III. (in thousands, except per unit amounts) Period Total Number of Units Purchased (a) Average Price Paid per Unit (b) Maximum Number of Units that May Yet Be Purchased Plan III - Number of units authorized 4,894 Private transaction - Number of units authorized 2,450 7,344 Plan III - Fiscal years 2012 to 2016 total (c) 5,137 $ 5.78 2,207 Plan III - First quarter fiscal year 2017 total — $ — 2,707 (a) Units were repurchased as part of a publicly announced program, except as noted in a private transaction. (b) Amounts include repurchase costs. (c) Includes 2.45 million common units acquired in a private transaction. |
Derivatives and Hedging-Discl24
Derivatives and Hedging-Disclosures and Fair Value Measurements (Tables) | 3 Months Ended |
Dec. 31, 2016 | |
Partnership's Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | 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 Instruments Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Under FASB ASC 815-10 Balance Sheet Location Total Level 1 Level 2 Asset Derivatives at December 31, 2016 Commodity contracts Fair asset and fair liability value of derivative instruments $ 14,733 $ 2,231 $ 12,502 Commodity contracts Long-term derivative assets included in the deferred charges and other assets, net and other long-term liabilities balances 2,114 1,261 853 Commodity contract assets at December 31, 2016 $ 16,847 $ 3,492 $ 13,355 Liability Derivatives at December 31, 2016 Commodity contracts Fair liability and fair asset value of derivative instruments $ (4,042 ) $ (2,556 ) $ (1,486 ) Commodity contracts Long-term derivative liabilities included in the other long-term liabilities balance (1,743 ) (1,738 ) (5 ) Commodity contract liabilities at December 31, 2016 $ (5,785 ) $ (4,294 ) $ (1,491 ) Asset Derivatives at September 30, 2016 Commodity contracts Fair asset and fair liability value of derivative instruments $ 11,692 $ — $ 11,692 Commodity contracts Long-term derivative assets included in the other long-term liabilities balance 1,369 481 888 Commodity contract assets at September 30, 2016 $ 13,061 $ 481 $ 12,580 Liability Derivatives at September 30, 2016 Commodity contracts Fair liability and fair asset value of derivative instruments $ (9,990 ) $ (1,603 ) $ (8,387 ) Commodity contracts Long-term derivative liabilities included in the other long-term liabilities balance (565 ) (484 ) (81 ) Commodity contract liabilities at September 30, 2016 $ (10,555 ) $ (2,087 ) $ (8,468 ) |
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 (Liabilities) Gross Assets Recognized Gross Liabilities Offset in the Statement of Financial Position Net Assets the Statement of Financial Position Financial Instruments Cash Collateral Received Net Amount Fair asset value of derivative instruments $ 11,177 $ — $ 11,177 $ — $ — $ 11,177 Long-term derivative assets included in deferred charges and other assets, net $ 853 $ (5 ) $ 848 $ — $ — $ 848 Fair liability value of derivative instruments 3,556 (4,042 ) (486 ) — — (486 ) Long-term derivative liabilities included in other long-term liabilities, net 1,261 (1,738 ) (477 ) (477 ) Total at December 31, 2016 $ 16,847 $ (5,785 ) $ 11,062 $ — $ — $ 11,062 Fair asset value of derivative instruments $ 7,716 $ (3,729 ) $ 3,987 $ — $ — $ 3,987 Long-term derivative assets included in other long-term assets, net 888 $ (81 ) $ 807 — — 807 Fair liability value of derivative instruments 3,976 (6,261 ) (2,285 ) — — (2,285 ) Long-term derivative liabilities included in other long-term liabilities, net 481 (484 ) (3 ) — — (3 ) Total at September 30, 2016 $ 13,061 $ (10,555 ) $ 2,506 $ — $ — $ 2,506 |
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 (Liabilities) Gross Assets Recognized Gross Liabilities Offset in the Statement of Financial Position Net Assets the Statement of Financial Position Financial Instruments Cash Collateral Received Net Amount Fair asset value of derivative instruments $ 11,177 $ — $ 11,177 $ — $ — $ 11,177 Long-term derivative assets included in deferred charges and other assets, net $ 853 $ (5 ) $ 848 $ — $ — $ 848 Fair liability value of derivative instruments 3,556 (4,042 ) (486 ) — — (486 ) Long-term derivative liabilities included in other long-term liabilities, net 1,261 (1,738 ) (477 ) (477 ) Total at December 31, 2016 $ 16,847 $ (5,785 ) $ 11,062 $ — $ — $ 11,062 Fair asset value of derivative instruments $ 7,716 $ (3,729 ) $ 3,987 $ — $ — $ 3,987 Long-term derivative assets included in other long-term assets, net 888 $ (81 ) $ 807 — — 807 Fair liability value of derivative instruments 3,976 (6,261 ) (2,285 ) — — (2,285 ) Long-term derivative liabilities included in other long-term liabilities, net 481 (484 ) (3 ) — — (3 ) Total at September 30, 2016 $ 13,061 $ (10,555 ) $ 2,506 $ — $ — $ 2,506 |
Partnership's Effect on Derivative Instruments on the Statement of Operations | (In thousands) The Effect of Derivative Instruments on the Statement of Operations Amount of (Gain) or Loss Recognized Derivatives Not Designated as Hedging Instruments Under FASB ASC 815-10 Location of (Gain) or Loss Recognized in Income on Derivative Three Months Ended December 31, 2016 Three Months Ended December 31, 2015 Commodity contracts Cost of product (a) $ 3,381 $ (3,434 ) Commodity contracts Cost of installations and service (a) $ (94 ) $ 226 Commodity contracts Delivery and branch expenses (a) $ (117 ) $ 315 Commodity contracts (Increase) / decrease in the fair value of derivative instruments $ (8,551 ) $ 5,536 (a) Represents realized closed positions and includes the cost of options as they expire. |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Dec. 31, 2016 | |
Components of Inventory | The components of inventory were as follows (in thousands): December 31, 2016 September 30, 2016 Product $ 41,522 $ 25,419 Parts and equipment 20,777 20,475 Total inventory $ 62,299 $ 45,894 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Dec. 31, 2016 | |
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): December 31, 2016 September 30, 2016 Property and equipment $ 189,932 $ 184,079 Less: accumulated depreciation 115,852 113,669 Property and equipment, net $ 74,080 $ 70,410 |
Goodwill and Intangibles, net (
Goodwill and Intangibles, net (Tables) | 3 Months Ended |
Dec. 31, 2016 | |
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, 2016 $ 212,760 Fiscal year 2017 business combination 973 Balance as of December 31, 2016 $ 213,733 |
Intangible Assets Subject to Amortization | The gross carrying amount and accumulated amortization of intangible assets subject to amortization are as follows (in thousands): December 31, 2016 September 30, 2016 Gross Gross Carrying Accum. Carrying Accum. Amount Amortization Net Amount Amortization Net Customer lists $ 328,852 $ 253,936 $ 74,916 $ 327,388 $ 250,427 $ 76,961 Trade names and other intangibles 28,434 6,787 21,647 27,134 6,439 20,695 Total $ 357,286 $ 260,723 $ 96,563 $ 354,522 $ 256,866 $ 97,656 |
Long-Term Debt and Bank Facil28
Long-Term Debt and Bank Facility Borrowings (Tables) | 3 Months Ended |
Dec. 31, 2016 | |
Partnership's Debt | The Partnership’s debt is as follows (in thousands): December 31, September 30, 2016 2016 Carrying Carrying Amount Fair Value (a) Amount Fair Value (a) Revolving Credit Facility Borrowings $ — $ — $ — $ — Senior Secured Term Loan (b) 83,008 83,800 91,641 92,500 Total debt $ 83,008 $ 83,800 $ 91,641 $ 92,500 Total short-term portion of debt $ 10,000 $ 10,000 $ 16,200 $ 16,200 Total long-term portion of debt (b) $ 73,008 $ 73,800 $ 75,441 $ 76,300 (a) The face amount of the Partnership’s variable rate long-term debt approximates fair value. (b) Carrying amounts are net of unamortized debt issuance costs of $0.8 million as December 31, 2016 and $0.9 million as of September 30, 2016. |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Dec. 31, 2016 | |
Current and Deferred Income Tax Expenses | The current and deferred income tax expenses for the three months ended December 31, 2016, and 2015 are as follows: Three Months Ended December 31, (in thousands) 2016 2015 Income before income taxes $ 31,138 $ 21,475 Current tax expense 8,922 8,809 Deferred tax espense $ 3,941 $ 608 Total tax expense $ 12,863 $ 9,417 |
Supplemental Disclosure of Ca30
Supplemental Disclosure of Cash Flow Information (Tables) | 3 Months Ended |
Dec. 31, 2016 | |
Supplemental Disclosure of Cash Flow Information | Three Months Ended December 31, (in thousands) 2016 2015 Cash paid during the period for: Income taxes, net $ 3,862 $ 2,238 Interest $ 2,164 $ 1,566 Non-cash Increase in interest expense—amortization of deferred charges on senior secured term loan $ 67 $ 71 |
Earnings Per Limited Partner 31
Earnings Per Limited Partner Unit (Tables) | 3 Months Ended |
Dec. 31, 2016 | |
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 Basic and Diluted Earnings Per Limited Partner: December 31, (in thousands, except per unit data) 2016 2015 Net income $ 18,275 $ 12,058 Less General Partner’s interest in net income 105 68 Net income available to limited partners 18,170 11,990 Less dilutive impact of theoretical distribution of earnings under FASB ASC 260-10-45-60 2,446 1,231 Limited Partner’s interest in net income under FASB ASC 260-10-45-60 $ 15,724 $ 10,759 Per unit data: Basic and diluted net income available to limited partners $ 0.33 $ 0.21 Less dilutive impact of theoretical distribution of earnings under FASB ASC 260-10-45-60 0.05 0.02 Limited Partner’s interest in net income under FASB ASC 260-10-45-60 $ 0.28 $ 0.19 Weighted average number of Limited Partner units outstanding 55,888 57,281 |
Partnership Organization - Addi
Partnership Organization - Additional Information (Detail) shares in Thousands | Jul. 30, 2015USD ($) | Dec. 31, 2016CustomerContractshares | Sep. 30, 2016shares |
Limited Partners' Capital Account [Line Items] | |||
Percentage of limited partner interest | 99.40% | ||
Percentage of general partner interest | 0.60% | ||
Common Stock | |||
Limited Partners' Capital Account [Line Items] | |||
Number of outstanding units | shares | 55,888 | 55,888 | |
Third Amendment | |||
Limited Partners' Capital Account [Line Items] | |||
Non Seasonal maximum borrowing capacity under revolving credit facility | $ | $ 300,000,000 | ||
Maximum borrowing capacity (heating season December to April) under revolving credit facility | $ | $ 450,000,000 | ||
Due date of debt | Jul. 30, 2020 | ||
Third Amendment | Term Loan | |||
Limited Partners' Capital Account [Line Items] | |||
Outstanding senior notes | $ | $ 100,000,000 | ||
Senior secured term loan maturity period | 5 years | ||
Star Acquisitions, Inc | |||
Limited Partners' Capital Account [Line Items] | |||
Ownership interest of partnership | 100.00% | ||
Petro Holdings, Inc | |||
Limited Partners' Capital Account [Line Items] | |||
Ownership interest of Star Acquisitions Inc. | 100.00% | ||
Number of full-service residential and commercial home heating oil and propane customers served | Customer | 444,000 | ||
Number of customers to whom only home heating oil, gasoline and diesel fuel were sold on a delivery only basis | Customer | 75,000 | ||
Number of customers to whom ancillary services were provided | Customer | 28,000 | ||
Number of service contracts for natural gas and other heating systems | Contract | 13,600 | ||
Woodbury Insurance Co., Inc. | |||
Limited Partners' Capital Account [Line Items] | |||
Ownership interest of Star Acquisitions Inc. | 100.00% | ||
Petroleum Heat and Power Co., Inc. | |||
Limited Partners' Capital Account [Line Items] | |||
Ownership interest of partnership | 100.00% | ||
General Partner | |||
Limited Partners' Capital Account [Line Items] | |||
Number of outstanding units | shares | 326 | 326 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | ||||
Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Schedule Of Significant Accounting Policies [Line Items] | |||||
Cash, cash equivalents, and restricted cash | $ 37,326,000 | $ 86,890,000 | $ 139,188,000 | $ 100,508,000 | |
Cash and cash equivalents | 37,076,000 | 139,188,000 | |||
Restricted cash | 250,000 | ||||
Investments, fair value | 11,500,000 | ||||
Accrued expenses and other current liabilities | 107,304,000 | 103,855,000 | |||
Other long-term liabilities | 26,772,000 | 25,255,000 | |||
Deferred charges and other assets, net | 11,107,000 | 11,074,000 | |||
Long-term debt | [1] | $ 73,008,000 | 75,441,000 | ||
Operating lease expiration year | 2,032 | ||||
Undiscounted future minimum lease payments through 2032 | $ 122,500,000 | ||||
New England Teamsters & Trucking Industry Pension Fund | |||||
Schedule Of Significant Accounting Policies [Line Items] | |||||
Accrued expenses and other current liabilities | 200,000 | ||||
Other long-term liabilities | 17,400,000 | ||||
Significant Other Observable Inputs Level 2 | New England Teamsters & Trucking Industry Pension Fund | |||||
Schedule Of Significant Accounting Policies [Line Items] | |||||
Multiemployer plan discounted withdrawal liability | 21,200,000 | ||||
Accounting Standards Update 2015-03 | |||||
Schedule Of Significant Accounting Policies [Line Items] | |||||
Deferred charges and other assets, net | 11,100,000 | ||||
Long-term debt | 75,400,000 | ||||
Accounting Standards Update 2015-03 | Scenario, Previously Reported | |||||
Schedule Of Significant Accounting Policies [Line Items] | |||||
Deferred charges and other assets, net | 11,900,000 | ||||
Long-term debt | $ 76,300,000 | ||||
Subsidiaries of Swiss Re | |||||
Schedule Of Significant Accounting Policies [Line Items] | |||||
Weather hedge contracts, payment entitled to be received per heating degree-day shortfall | $ 35,000 | ||||
Percentage in heating degree days less than ten year average that is covered | 92.50% | ||||
Derivative maximum payout | $ 12,500,000 | ||||
Subsidiaries of Swiss Re | Delivery and branch expenses | |||||
Schedule Of Significant Accounting Policies [Line Items] | |||||
Credit on weather hedge contract | $ 0 | $ 12,500,000 | |||
[1] | Carrying amounts are net of unamortized debt issuance costs of $0.8 million as December 31, 2016 and $0.9 million as of September 30, 2016. |
Common Unit Repurchase and Re34
Common Unit Repurchase and Retirement - Additional Information (Detail) - USD ($) shares in Thousands | Jul. 30, 2015 | Dec. 31, 2016 | Jul. 31, 2013 | Jul. 31, 2012 |
Capital Unit [Line Items] | ||||
Partnership's common units authorized for repurchase | 7,344 | |||
Third Amendment | ||||
Capital Unit [Line Items] | ||||
Availability required to repurchase common units | $ 45,000,000 | |||
Percentage of the maximum facility size on a historical proforma and forward-looking basis | 15.00% | |||
Non Seasonal maximum borrowing capacity under revolving credit facility | $ 300,000,000 | |||
Minimum fixed charge coverage ratio for distributions to unit holders or to repurchase common units | 115.00% | |||
Initial Common Units Authorized Plan III Common Units Repurchase Program | ||||
Capital Unit [Line Items] | ||||
Partnership's common units authorized for repurchase | 3,000 | |||
Additional Common Units Authorized Plan III Common Units Repurchase Program | ||||
Capital Unit [Line Items] | ||||
Partnership's common units authorized for repurchase | 1,900 |
Partnership's Repurchase Activi
Partnership's Repurchase Activities (Detail) - $ / shares shares in Thousands | 60 Months Ended | |||
Sep. 30, 2016 | Dec. 31, 2016 | |||
Capital Unit [Line Items] | ||||
Partnership's common units authorized for repurchase | 7,344 | |||
Private Transaction | ||||
Capital Unit [Line Items] | ||||
Partnership's common units authorized for repurchase | 2,450 | |||
Total Number of Units Purchased | 2,450 | |||
Plan III Common Units Repurchase Program | ||||
Capital Unit [Line Items] | ||||
Partnership's common units authorized for repurchase | 4,894 | |||
Total Number of Units Purchased | [1],[2] | 5,137 | ||
Average Price Paid per Unit | [1],[3] | $ 5.78 | ||
Maximum Number of Units that May Yet Be Purchased | 2,207 | [1] | 2,707 | |
[1] | Includes 2.45 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] | Amounts include repurchase costs. |
Partnership's Repurchase Acti36
Partnership's Repurchase Activities (Parenthetical) (Detail) shares in Thousands | 60 Months Ended |
Sep. 30, 2016shares | |
Private Transaction | |
Capital Unit [Line Items] | |
Total Number of Units Purchased | 2,450 |
Derivatives and Hedging-Discl37
Derivatives and Hedging-Disclosures and Fair Value Measurements - Additional Information (Detail) gal in Millions, $ in Millions | 3 Months Ended | ||
Dec. 31, 2016USD ($)gal | Dec. 31, 2015gal | Sep. 30, 2016USD ($) | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Hedging positions and payable amounts secured under credit facility | $ | $ 0 | $ 0.3 | |
Prepaid expenses and other current assets | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Aggregated cash posted as collateral in normal course of business | $ | $ 3.1 | ||
Call Option | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative activity volume | 7.6 | 8.2 | |
Put Option | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative activity volume | 9 | 6 | |
Synthetic calls | Call Option | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative activity volume | 89.2 | 98.9 | |
Inventory | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative activity volume | 14 | 10.1 | |
Swap Contracts | Long | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative activity volume | 1 | 1.4 | |
Future Contracts | Long | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative activity volume | 23.5 | 24.6 | |
Future Contracts | Short | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative activity volume | 44.7 | 57.1 | |
Spread Contracts | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative activity volume | 5.1 | 8.4 | |
Hedge its Internal Fuel Usage and Other Related Activities Swap Contracts Bought | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative activity volume | 4.2 | 4.4 |
Partnership's 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 ($) $ in Thousands | Dec. 31, 2016 | Sep. 30, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets, commodity contracts | $ 16,847 | $ 13,061 |
Derivative Liabilities, commodity contracts | (5,785) | (10,555) |
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 | 14,733 | 11,692 |
Deferred charges and other assets, net and other long-term liabilities balances | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets, commodity contracts | 2,114 | |
Other long-term liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets, commodity contracts | 1,369 | |
Derivative Liabilities, commodity contracts | (1,743) | (565) |
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 | (4,042) | (9,990) |
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 | 3,492 | 481 |
Derivative Liabilities, commodity contracts | (4,294) | (2,087) |
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 | 2,231 | |
Quoted Prices in Active Markets for Identical Assets Level 1 | Deferred charges and other assets, net and other long-term liabilities balances | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets, commodity contracts | 1,261 | |
Quoted Prices in Active Markets for Identical Assets Level 1 | Other long-term liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets, commodity contracts | 481 | |
Derivative Liabilities, commodity contracts | (1,738) | (484) |
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 | (2,556) | (1,603) |
Significant Other Observable Inputs Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets, commodity contracts | 13,355 | 12,580 |
Derivative Liabilities, commodity contracts | (1,491) | (8,468) |
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 | 12,502 | 11,692 |
Significant Other Observable Inputs Level 2 | Deferred charges and other assets, net and other long-term liabilities balances | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets, commodity contracts | 853 | |
Significant Other Observable Inputs Level 2 | Other long-term liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets, commodity contracts | 888 | |
Derivative Liabilities, commodity contracts | (5) | (81) |
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 | $ (1,486) | $ (8,387) |
Offsetting of Financial Assets
Offsetting of Financial Assets (Liabilities) and Derivative Assets (Liabilities) (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Sep. 30, 2016 |
Fair Values Of Financial Assets And Liabilities Including Derivative Financial Instruments [Line Items] | ||
Net Assets (Liabilities) Presented in the Statement of Financial Position | $ 11,177 | $ 3,987 |
Net Assets (Liabilities) Presented in the Statement of Financial Position | (486) | (2,285) |
Subject to an enforceable master netting arrangement | ||
Fair Values Of Financial Assets And Liabilities Including Derivative Financial Instruments [Line Items] | ||
Gross Assets Recognized | 16,847 | 13,061 |
Gross Liabilities Offset in the Statement of Financial Position | (5,785) | (10,555) |
Net Assets (Liabilities) Presented in the Statement of Financial Position | 11,062 | 2,506 |
Financial Instruments | 0 | 0 |
Cash Collateral Received | 0 | 0 |
Net Amount | 11,062 | 2,506 |
Subject to an enforceable master netting arrangement | Fair liability and fair asset value of derivative instruments | ||
Fair Values Of Financial Assets And Liabilities Including Derivative Financial Instruments [Line Items] | ||
Gross Assets Recognized | 3,556 | 3,976 |
Gross Liabilities Offset in the Statement of Financial Position | (4,042) | (6,261) |
Net Assets (Liabilities) Presented in the Statement of Financial Position | (486) | (2,285) |
Financial Instruments | 0 | 0 |
Cash Collateral Received | 0 | 0 |
Net Amount | (486) | (2,285) |
Subject to an enforceable master netting arrangement | Other long-term liabilities | ||
Fair Values Of Financial Assets And Liabilities Including Derivative Financial Instruments [Line Items] | ||
Gross Assets Recognized | 1,261 | 481 |
Gross Liabilities Offset in the Statement of Financial Position | (1,738) | (484) |
Net Assets (Liabilities) Presented in the Statement of Financial Position | (477) | (3) |
Financial Instruments | 0 | 0 |
Cash Collateral Received | 0 | 0 |
Net Amount | (477) | (3) |
Subject to an enforceable master netting arrangement | Fair asset and fair liability value of derivative instruments | ||
Fair Values Of Financial Assets And Liabilities Including Derivative Financial Instruments [Line Items] | ||
Gross Assets Recognized | 11,177 | 7,716 |
Gross Liabilities Offset in the Statement of Financial Position | (3,729) | |
Net Assets (Liabilities) Presented in the Statement of Financial Position | 11,177 | 3,987 |
Financial Instruments | 0 | 0 |
Cash Collateral Received | 0 | 0 |
Net Amount | 11,177 | 3,987 |
Subject to an enforceable master netting arrangement | Deferred charges and other assets, net | ||
Fair Values Of Financial Assets And Liabilities Including Derivative Financial Instruments [Line Items] | ||
Gross Assets Recognized | 853 | 888 |
Gross Liabilities Offset in the Statement of Financial Position | (5) | (81) |
Net Assets (Liabilities) Presented in the Statement of Financial Position | 848 | 807 |
Financial Instruments | 0 | 0 |
Cash Collateral Received | 0 | 0 |
Net Amount | $ 848 | $ 807 |
Effect of Derivative Instrument
Effect of Derivative Instruments on Statement of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of (Gain) or Loss Unrealized, commodity contracts | $ (8,551) | $ 5,536 | |
Open Position | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of (Gain) or Loss Unrealized, commodity contracts | (8,551) | 5,536 | |
Fair Value, Measurements, Recurring | Derivatives Not Designated as Hedging Instruments under FASB ASC 815-10 | Commodity Contract | Cost of product | Closed Positions | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of (Gain) or Loss Recognized, commodity contracts | [1] | 3,381 | (3,434) |
Fair Value, Measurements, Recurring | Derivatives Not Designated as Hedging Instruments under FASB ASC 815-10 | Commodity Contract | Cost of installations and service | Closed Positions | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of (Gain) or Loss Recognized, commodity contracts | [1] | (94) | 226 |
Fair Value, Measurements, Recurring | Derivatives Not Designated as Hedging Instruments under FASB ASC 815-10 | Commodity Contract | Delivery and branch expenses | Closed Positions | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of (Gain) or Loss Recognized, commodity contracts | [1] | $ (117) | $ 315 |
[1] | Represents realized closed positions and includes the cost of options as they expire. |
Components of Inventory (Detail
Components of Inventory (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Sep. 30, 2016 |
Inventory [Line Items] | ||
Product | $ 41,522 | $ 25,419 |
Parts and equipment | 20,777 | 20,475 |
Total inventory | $ 62,299 | $ 45,894 |
Component of Property and Equip
Component of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Sep. 30, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 189,932 | $ 184,079 |
Less: accumulated depreciation | 115,852 | 113,669 |
Property and equipment, net | $ 74,080 | $ 70,410 |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2016 | Sep. 30, 2016 | |
Business Acquisition [Line Items] | ||
Goodwill | $ 213,733 | $ 212,760 |
Heating Oil Dealer, Propane Dealer and Plumbing Service Provider | ||
Business Acquisition [Line Items] | ||
Aggregate purchase prices partnership acquired | 7,300 | |
Cash paid | 5,800 | |
Deferred liability | 1,500 | |
Contingent consideration | 600 | |
Aggregate purchase price allocation, intangible assets | 2,700 | |
Goodwill | 1,000 | |
Aggregate purchase price allocation, fixed assets | 3,700 | |
Gross purchase price reduced by working capital credits | $ (100) |
Summary of Changes in the Partn
Summary of Changes in the Partnership's Goodwill (Detail) $ in Thousands | 3 Months Ended |
Dec. 31, 2016USD ($) | |
Goodwill [Line Items] | |
Balance on beginning | $ 212,760 |
Fiscal year business combinations | 973 |
Balance on ending | $ 213,733 |
Intangible Assets Subject to Am
Intangible Assets Subject to Amortization (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Sep. 30, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 357,286 | $ 354,522 |
Accum. Amortization | 260,723 | 256,866 |
Net | 96,563 | 97,656 |
Customer Lists | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 328,852 | 327,388 |
Accum. Amortization | 253,936 | 250,427 |
Net | 74,916 | 76,961 |
Trade Names And Other Intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 28,434 | 27,134 |
Accum. Amortization | 6,787 | 6,439 |
Net | $ 21,647 | $ 20,695 |
Goodwill and Intangibles, net -
Goodwill and Intangibles, net - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense for intangible assets | $ 3.9 | $ 3.8 |
Partnership's Debt (Detail)
Partnership's Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Sep. 30, 2016 | |
Debt Instrument [Line Items] | |||
Long-term debt, carrying Amount | $ 83,008 | $ 91,641 | |
Current maturities of long-term debt, carrying Amount | 10,000 | 16,200 | |
Long-term portion of debt, Carrying Amount | [1] | 73,008 | 75,441 |
Long-term debt, fair value | [2] | 83,800 | 92,500 |
Current maturities of long-term debt, fair value | [2] | 10,000 | 16,200 |
Long-term portion of debt, fair value | [1],[2] | 73,800 | 76,300 |
Term Loan | |||
Debt Instrument [Line Items] | |||
Long-term debt, carrying Amount | [1] | 83,008 | 91,641 |
Long-term debt, fair value | [1],[2] | $ 83,800 | $ 92,500 |
[1] | Carrying amounts are net of unamortized debt issuance costs of $0.8 million as December 31, 2016 and $0.9 million as of September 30, 2016. | ||
[2] | The face amount of the Partnership's variable rate long-term debt approximates fair value. |
Partnership's Debt (Parenthetic
Partnership's Debt (Parenthetical) (Detail) - USD ($) $ in Millions | Dec. 31, 2016 | Sep. 30, 2016 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Unamortized debt issuance costs | $ 0.8 | $ 0.9 |
Long-Term Debt and Bank Facil49
Long-Term Debt and Bank Facility Borrowings - Additional Information (Detail) - USD ($) | Jul. 30, 2015 | Dec. 31, 2016 | Sep. 30, 2016 | |
Debt Instrument [Line Items] | ||||
Hedging positions and payable amounts secured under credit facility | $ 0 | $ 300,000 | ||
Letters of credit issued and outstanding | 49,600,000 | 50,600,000 | ||
Long-term debt, carrying Amount | 83,008,000 | 91,641,000 | ||
Availability in compliance with the fixed charge coverage ratio | $ 197,100,000 | 163,400,000 | ||
Third Amendment | ||||
Debt Instrument [Line Items] | ||||
Non Seasonal maximum borrowing capacity under revolving credit facility | $ 300,000,000 | |||
Maximum borrowing capacity (heating season December to April) under revolving credit facility | 450,000,000 | |||
Issuance of line of credit for working capital purposes | $ 100,000,000 | |||
Revolving credit facility expiry | Jul. 30, 2020 | |||
Additional revolving credit | $ 100,000,000 | |||
Facility size that can be increased without consulting bank group | $ 100,000,000 | |||
Term loan annual payment percentage | 25.00% | |||
Debt instrument, effective interest rate | 3.91% | |||
Minimum fixed charge coverage ratio | 110.00% | |||
Availability percentage to maximum facility size | 12.50% | |||
Third Amendment | Quarterly | ||||
Debt Instrument [Line Items] | ||||
Term loan periodic payment | $ 2,500,000 | |||
Third Amendment | Annually | Maximum | ||||
Debt Instrument [Line Items] | ||||
Term loan periodic payment | $ 15,000,000 | |||
Third Amendment | December through April | ||||
Debt Instrument [Line Items] | ||||
Commitment fee on the unused portion of the facility | 0.30% | |||
Third Amendment | May through November | ||||
Debt Instrument [Line Items] | ||||
Commitment fee on the unused portion of the facility | 0.20% | |||
Third Amendment | Quarters ending June or September | Maximum | ||||
Debt Instrument [Line Items] | ||||
Senior secured leverage ratio | 300.00% | |||
Third Amendment | Quarters ending December or March | Maximum | ||||
Debt Instrument [Line Items] | ||||
Senior secured leverage ratio | 450.00% | |||
Term Loan | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, carrying Amount | [1] | $ 83,008,000 | 91,641,000 | |
Term Loan | Third Amendment | ||||
Debt Instrument [Line Items] | ||||
Outstanding senior notes | $ 100,000,000 | |||
Senior secured term loan maturity period | 5 years | |||
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Revolving credit facility outstanding | $ 0 | $ 0 | ||
[1] | Carrying amounts are net of unamortized debt issuance costs of $0.8 million as December 31, 2016 and $0.9 million as of September 30, 2016. |
Current and Deferred Income Tax
Current and Deferred Income Tax Expenses (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Deferred Income Tax Assets And Liabilities | ||
Income before income taxes | $ 31,138 | $ 21,475 |
Current tax expense | 8,922 | 8,809 |
Deferred tax expense | 3,941 | 608 |
Total tax expense | $ 12,863 | $ 9,417 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | Jan. 01, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Unrecognized income tax benefits | $ 0 | |
Federal | ||
Income Tax Disclosure [Abstract] | ||
Number of years for examination | Four | |
New York | ||
Income Tax Disclosure [Abstract] | ||
Number of years for examination | Four | |
Connecticut | ||
Income Tax Disclosure [Abstract] | ||
Number of years for examination | Four | |
Pennsylvania | ||
Income Tax Disclosure [Abstract] | ||
Number of years for examination | Four | |
New Jersey | ||
Income Tax Disclosure [Abstract] | ||
Number of years for examination | Five | |
Subsequent Event | ||
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 1,600,000 | |
Subsequent Event | Minimum | ||
Income Tax Disclosure [Abstract] | ||
Annual limitation of federal NOLs | $ 1,000,000 | |
Expiration date of net operating loss carryforward | Dec. 31, 2018 | |
Subsequent Event | Maximum | ||
Income Tax Disclosure [Abstract] | ||
Annual limitation of federal NOLs | $ 2,200,000 | |
Expiration date of net operating loss carryforward | Dec. 31, 2024 |
Supplemental Disclosure of Ca52
Supplemental Disclosure of Cash Flow Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash paid during the period for: | ||
Income taxes, net | $ 3,862 | $ 2,238 |
Interest | 2,164 | 1,566 |
Non-cash operating activities: | ||
Increase in interest expense-amortization of deferred charges on senior secured term loan | $ 67 | $ 71 |
Net Income Allocation and Per U
Net Income Allocation and Per Unit Data (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Basic and Diluted Earnings Per Limited Partner: | |||
Net income | $ 18,275 | $ 12,058 | |
Less General Partner's interest in net income | 105 | 68 | |
Net income available to limited partners | 18,170 | 11,990 | |
Less dilutive impact of theoretical distribution of earnings under FASB ASC 260-10-45-60 | 2,446 | 1,231 | |
Limited Partner's interest in net income under FASB ASC 260-10-45-60 | $ 15,724 | $ 10,759 | |
Per unit data: | |||
Basic and diluted net income available to limited partners | $ 0.33 | $ 0.21 | |
Less dilutive impact of theoretical distribution of earnings under FASB ASC 260-10-45-60 | 0.05 | 0.02 | |
Limited Partner's interest in net income under FASB ASC 260-10-45-60 | [1] | $ 0.28 | $ 0.19 |
Weighted average number of Limited Partner units outstanding | 55,888 | 57,281 | |
[1] | See Note 13 Earnings Per Limited Partner Unit. |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Subsequent Event - Dividend Declared $ / shares in Units, $ in Millions | 1 Months Ended |
Jan. 31, 2017USD ($)$ / shares | |
Subsequent Event [Line Items] | |
Distribution declared | $ / shares | $ 0.1025 |
Partners capital projected distribution amount on annualized basis | $ / shares | 0.41 |
Minimum dividend distribution per unit | $ / shares | $ 0.0675 |
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 | $ 5.7 |
Amount to paid to the General Partner | 0.1 |
Incentive distribution to the General Partner | 0.1 |
Incentive distributions to management | $ 0.1 |
Dividend payable date | Feb. 7, 2017 |
Dividend record date | Jan. 30, 2017 |