STAR GROUP, L.P. - Quarter Report: 2023 June (Form 10-Q)

10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-14129

STAR GROUP, L.P.

(Exact Name of Registrant as Specified in its Charter)


Delaware	06-1437793
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

9 West Broad Street Stamford, Connecticut	06902
(Address of principal executive office)	(Zip Code)

Registrant’s telephone number, including area code: (203) 328-7310

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Units	SGU	New York Stock Exchange
Common Unit Purchase Rights	N/A	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒

Non- accelerated filer	☐	Smaller reporting company	☐


		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

At July 31, 2023, the registrant had 35,602,552 Common Units outstanding.

STAR GROUP, L.P. AND SUBSIDIARIES

INDEX TO FORM 10-Q


		Page
Part I Financial Information
Item 1 - Condensed Consolidated Financial Statements		3
Condensed Consolidated Balance Sheets as of June 30, 2023 (unaudited) and September 30, 2022		3
Condensed Consolidated Statements of Operations (unaudited) for the three and nine months ended June 30, 2023 and June 30, 2022		4
Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) for the three and nine months ended June 30, 2023 and June 30, 2022		5
Condensed Consolidated Statement of Partners’ Capital (unaudited) for the three and nine months ended June 30, 2023 and June 30, 2022		6-7
Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months ended June 30, 2023 and June 30, 2022		8
Notes to Condensed Consolidated Financial Statements (unaudited)		9-21
Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations		22-38
Item 3 - Quantitative and Qualitative Disclosures About Market Risk		39
Item 4 - Controls and Procedures		39
Part II Other Information:		40
Item 1 - Legal Proceedings		40
Item 1A - Risk Factors		40
Item 2 - Purchase of Equity Securities by Issuer		40
Item 3 - Defaults Upon Senior Securities		40
Item 4 - Mine Safety Disclosures		40
Item 5 - Other Information		40
Item 6 - Exhibits		41
Signatures		42

Part I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

STAR GROUP, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS


	June 30,			September 30,
	2023			2022
(in thousands)	(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	57,146		$	14,620
Receivables, net of allowance of $12,551 and $7,755, respectively		139,301			138,252
Inventories		53,590			83,557
Fair asset value of derivative instruments		—			16,823
Prepaid expenses and other current assets		28,680			32,016
Assets held for sale		—			2,995
Total current assets		278,717			288,263
Property and equipment, net		103,498			107,744
Operating lease right-of-use assets		89,840			93,435
Goodwill		254,354			254,110
Intangibles, net		73,272			84,510
Restricted cash		250			250
Captive insurance collateral		68,351			66,662
Deferred charges and other assets, net		16,068			17,501
Total assets	$	884,350		$	912,475
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities
Accounts payable	$	29,010		$	49,061
Revolving credit facility borrowings		198			20,276
Fair liability value of derivative instruments		10,398			183
Current maturities of long-term debt		16,500			12,375
Current portion of operating lease liabilities		17,617			17,211
Accrued expenses and other current liabilities		135,267			125,561
Unearned service contract revenue		63,446			62,858
Customer credit balances		78,315			93,555
Total current liabilities		350,751			381,080
Long-term debt		135,394			151,709
Long-term operating lease liabilities		77,323			81,385
Deferred tax liabilities, net		15,731			25,620
Other long-term liabilities		16,342			14,766
Partners’ capital
Common unitholders		307,199			277,177
General partner		(4,103	)		(3,656	)
Accumulated other comprehensive loss, net of taxes		(14,287	)		(15,606	)
Total partners’ capital		288,809			257,915
Total liabilities and partners’ capital	$	884,350		$	912,475

See accompanying notes to condensed consolidated financial statements.

STAR GROUP, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


	Three Months Ended June 30,						Nine Months Ended June 30,
(in thousands, except per unit data - unaudited)	2023			2022			2023			2022
Sales:
Product	$	223,565		$	358,236		$	1,462,706		$	1,481,963
Installations and services		76,556			80,865			223,219			227,951
Total sales		300,121			439,101			1,685,925			1,709,914
Cost and expenses:
Cost of product		169,097			291,236			1,054,457			1,058,164
Cost of installations and services		66,596			70,560			211,450			214,744
(Increase) decrease in the fair value of derivative instruments		(1,036	)		(7,669	)		19,622			(11,881	)
Delivery and branch expenses		83,075			83,914			276,953			280,389
Depreciation and amortization expenses		7,684			8,067			23,147			24,596
General and administrative expenses		6,065			6,251			19,619			18,829
Finance charge income		(1,774	)		(1,762	)		(4,857	)		(3,300	)
Operating income (loss)		(29,586	)		(11,496	)		85,534			128,373
Interest expense, net		(3,365	)		(2,635	)		(12,602	)		(7,422	)
Amortization of debt issuance costs		(245	)		(222	)		(832	)		(698	)
Income (loss) before income taxes		(33,196	)		(14,353	)		72,100			120,253
Income tax expense (benefit)		(9,290	)		(3,766	)		20,426			34,972
Net income (loss)	$	(23,906	)	$	(10,587	)	$	51,674		$	85,281
General Partner’s interest in net income (loss)		(216	)		(93	)		468			726
Limited Partners’ interest in net income (loss)	$	(23,690	)	$	(10,494	)	$	51,206		$	84,555

Basic and diluted income (loss) per Limited Partner Unit (1):	$	(0.67	)	$	(0.29	)	$	1.23		$	1.88
Weighted average number of Limited Partner units outstanding:
Basic and Diluted		35,603			36,781			35,725			37,739

(1) See Note 15 - Earnings Per Limited Partner Unit.

See accompanying notes to condensed consolidated financial statements.

STAR GROUP, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)


	Three Months Ended June 30,						Nine Months Ended June 30,
(in thousands - unaudited)	2023			2022			2023			2022
Net income (loss)	$	(23,906	)	$	(10,587	)	$	51,674		$	85,281
Other comprehensive income (loss):
Unrealized gain on pension plan obligation		382			224			1,144			672
Tax effect of unrealized gain on pension plan obligation		(104	)		(61	)		(305	)		(167	)
Unrealized gain (loss) on captive insurance collateral		(50	)		(812	)		1,080			(3,486	)
Tax effect of unrealized gain (loss) on captive insurance collateral		11			171			(227	)		735
Unrealized gain (loss) on interest rate hedges		571			623			(510	)		2,890
Tax effect of unrealized gain (loss) on interest rate hedges		(151	)		(165	)		137			(768	)
Total other comprehensive income (loss)		659			(20	)		1,319			(124	)
Total comprehensive income (loss)	$	(23,247	)	$	(10,607	)	$	52,993		$	85,157

See accompanying notes to condensed consolidated financial statements.

STAR GROUP, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF PARTNERS’ CAPITAL


	Three Months Ended June 30, 2023
	Number of Units											Accum. Other			Total
(in thousands - unaudited)	Common			General Partner		Common			General Partner			Comprehensive Income (Loss)			Partners’ Capital
Balance as of March 31, 2023		35,603			326	$	336,674		$	(3,553	)	$	(14,946	)	$	318,175
Net loss		—			—		(23,690	)		(216	)		—			(23,906	)
Unrealized gain on pension plan obligation		—			—		—			—			382			382
Tax effect of unrealized gain on pension plan obligation		—			—		—			—			(104	)		(104	)
Unrealized loss on captive insurance collateral		—			—		—			—			(50	)		(50	)
Tax effect of unrealized loss on captive insurance collateral		—			—		—			—			11			11
Unrealized gain on interest rate hedges		—			—		—			—			571			571
Tax effect of unrealized gain on interest rate hedges		—			—		—			—			(151	)		(151	)
Distributions		—			—		(5,785	)		(334	)		—			(6,119	)
Balance as of June 30, 2023 (unaudited)		35,603			326	$	307,199		$	(4,103	)	$	(14,287	)	$	288,809


	Three Months Ended June 30, 2022
	Number of Units											Accum. Other			Total
(in thousands - unaudited)	Common			General Partner		Common			General Partner			Comprehensive Income (Loss)			Partners’ Capital
Balance as of March 31, 2022		36,950			326	$	357,020		$	(2,524	)	$	(14,142	)	$	340,354
Net loss		—			—		(10,494	)		(93	)		—			(10,587	)
Unrealized gain on pension plan obligation		—			—		—			—			224			224
Tax effect of unrealized gain on pension plan obligation		—			—		—			—			(61	)		(61	)
Unrealized loss on captive insurance collateral		—			—		—			—			(812	)		(812	)
Tax effect of unrealized loss on captive insurance collateral		—			—		—			—			171			171
Unrealized gain on interest rate hedges		—			—		—			—			623			623
Tax effect of unrealized gain on interest rate hedges		—			—		—			—			(165	)		(165	)
Distributions		—			—		(5,619	)		(299	)		—			(5,918	)
Retirement of units		(487	)		—		(5,127	)		—			—			(5,127	)
Balance as of June 30, 2022 (unaudited)		36,463			326	$	335,780		$	(2,916	)	$	(14,162	)	$	318,702

See accompanying notes to condensed consolidated financial statements.

STAR GROUP, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF PARTNERS’ CAPITAL


	Nine Months Ended June 30, 2023
	Number of Units											Accum. Other			Total
(in thousands - unaudited)	Common			General Partner		Common			General Partner			Comprehensive Income (Loss)			Partners’ Capital
Balance as of September 30, 2022		36,092			326	$	277,177		$	(3,656	)	$	(15,606	)	$	257,915
Net income		—			—		51,206			468			—			51,674
Unrealized gain on pension plan obligation		—			—		—			—			1,144			1,144
Tax effect of unrealized gain on pension plan obligation		—			—		—			—			(305	)		(305	)
Unrealized gain on captive insurance collateral		—			—		—			—			1,080			1,080
Tax effect of unrealized gain on captive insurance collateral		—			—		—			—			(227	)		(227	)
Unrealized loss on interest rate hedges		—			—		—			—			(510	)		(510	)
Tax effect of unrealized loss on interest rate hedges		—			—		—			—			137			137
Distributions		—			—		(16,709	)		(915	)		—			(17,624	)
Retirement of units		(489	)		—		(4,475	)		—			—			(4,475	)
Balance as of June 30, 2023 (unaudited)		35,603			326	$	307,199		$	(4,103	)	$	(14,287	)	$	288,809


	Nine Months Ended June 30, 2022
	Number of Units											Accum. Other			Total
(in thousands - unaudited)	Common			General Partner		Common			General Partner			Comprehensive Income (Loss)			Partners’ Capital
Balance as of September 30, 2021		39,046			326	$	295,063		$	(2,821	)	$	(14,038	)	$	278,204
Net income		—			—		84,555			726			—			85,281
Unrealized gain on pension plan obligation		—			—		—			—			672			672
Tax effect of unrealized gain on pension plan obligation		—			—		—			—			(167	)		(167	)
Unrealized loss on captive insurance collateral		—			—		—			—			(3,486	)		(3,486	)
Tax effect of unrealized loss on captive insurance collateral		—			—		—			—			735			735
Unrealized gain on interest rate hedges		—			—		—			—			2,890			2,890
Tax effect of unrealized gain on interest rate hedges		—			—		—			—			(768	)		(768	)
Distributions		—			—		(16,529	)		(821	)		—			(17,350	)
Retirement of units		(2,583	)		—		(27,309	)		—			—			(27,309	)
Balance as of June 30, 2022 (unaudited)		36,463			326	$	335,780		$	(2,916	)	$	(14,162	)	$	318,702

See accompanying notes to condensed consolidated financial statements.

STAR GROUP, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	Nine Months Ended June 30,
(in thousands - unaudited)	2023			2022
Cash flows provided by (used in) operating activities:
Net income	$	51,674		$	85,281
Adjustment to reconcile net income to net cash provided by (used in) operating activities:
(Increase) decrease in fair value of derivative instruments		19,622			(11,881	)
Depreciation and amortization		23,979			25,294
Provision for losses on accounts receivable		8,510			5,264
Change in deferred taxes		(10,284	)		7,837
Changes in operating assets and liabilities:
Increase in receivables		(8,540	)		(92,604	)
Decrease (increase) in inventories		29,751			(19,972	)
Decrease (increase) in other assets		16,804			(5,814	)
(Decrease) increase in accounts payable		(19,444	)		6,935
Decrease in customer credit balances		(15,485	)		(38,497	)
Increase in other current and long-term liabilities		6,128			6,724
Net cash provided by (used in) operating activities		102,715			(31,433	)
Cash flows provided by (used in) investing activities:
Capital expenditures		(6,651	)		(11,673	)
Proceeds from sales of fixed assets		781			579
Proceeds from sale of certain assets		2,202			—
Purchase of investments		(719	)		(555	)
Acquisitions		(1,193	)		(13,121	)
Net cash used in investing activities		(5,580	)		(24,770	)
Cash flows provided by (used in) financing activities:
Revolving credit facility borrowings		125,601			200,177
Revolving credit facility repayments		(145,679	)		(79,464	)
Term loan repayments		(12,375	)		(14,615	)
Distributions		(17,624	)		(17,350	)
Unit repurchases		(4,475	)		(27,309	)
Customer retainage payments		(57	)		(1,039	)
Net cash (used in) provided by financing activities		(54,609	)		60,400
Net increase in cash, cash equivalents, and restricted cash		42,526			4,197
Cash, cash equivalents, and restricted cash at beginning of period		14,870			5,017
Cash, cash equivalents, and restricted cash at end of period	$	57,396		$	9,214

See accompanying notes to condensed consolidated financial statements.

STAR GROUP, L.P. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1) Organization

Star Group, L.P. (“Star,” the “Company,” “we,” “us,” or “our”) is a full service provider specializing in the sale of home heating and air conditioning products and services to residential and commercial home heating oil and propane customers. The Company has one reportable segment for accounting purposes. We also sell diesel fuel, gasoline and home heating oil on a delivery only basis. We believe we are the nation’s largest retail distributor of home heating oil based upon sales volume.

The Company is organized as follows:

•

Star is a limited partnership, which at June 30, 2023, had outstanding 35.6 million Common Units (NYSE: “SGU”), representing a 99.1% limited partner interest in Star, and 0.3 million general partner units, representing a 0.9% general partner interest in Star. Our general partner is Kestrel Heat, LLC, a Delaware limited liability company (“Kestrel Heat” or the “general partner”). The Board of Directors of Kestrel Heat (the “Board”) is appointed by its sole member, Kestrel Energy Partners, LLC, a Delaware limited liability company (“Kestrel”). Although Star is a partnership, it is taxed as a corporation and its distributions to unitholders are treated as taxable dividends.

•

Star owns 100% of Star Acquisitions, Inc. (“SA”), a Minnesota corporation that owns 100% of Petro Holdings, Inc. (“Petro”). SA and its subsidiaries are subject to Federal and state corporate income taxes. Star’s operations are conducted through Petro and its subsidiaries. Petro is primarily a Northeast and Mid-Atlantic U.S. region retail distributor of home heating oil and propane that at June 30, 2023 served approximately 403,900 full service residential and commercial home heating oil and propane customers and 77,200 customers on a delivery only basis. We also sell gasoline and diesel fuel to approximately 26,900 customers. We install, maintain, and repair heating and air conditioning equipment and to a lesser extent provide these services outside our heating oil and propane customer base including approximately 21,100 service contracts for natural gas and other heating systems.

•

Petroleum Heat and Power Co., Inc. (“PH&P”) is a wholly owned subsidiary of Star. PH&P is the borrower and Star is the guarantor of the sixth amended and restated credit agreement’s $165 million five-year senior secured term loan and the $400 million ($550 million during the heating season of December through April of each year) revolving credit facility, both due July 6, 2027. (See Note 11—Long-Term Debt and Bank Facility Borrowings).

2) Summary of Significant Accounting Policies

Basis of Presentation

The Consolidated Financial Statements include the accounts of Star and its subsidiaries. All material intercompany items and transactions have been eliminated in consolidation.

The financial information included herein is unaudited; however, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair statement of financial condition and results for the interim periods. Due to the seasonal nature of the Company’s business, the results of operations and cash flows for the nine-month period ended June 30, 2023 are not necessarily indicative of the results to be expected for the full year.

These interim financial statements of the Company have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) for interim financial information and Rule 10-01 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”) and should be read in conjunction with the financial statements included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2022.

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 on amortization on the Company’s pension plan obligation for its two frozen defined benefit pension plans, unrealized gain (loss) on available-for-sale investments, unrealized gain (loss) on interest rate hedges and the corresponding tax effects.

Cash, Cash Equivalents, and Restricted Cash

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. At June 30, 2023, the $57.4 million of cash, cash equivalents, and restricted cash on the Condensed Consolidated Statements of Cash Flows is composed of $57.1 million of cash and cash equivalents and $0.3 million of restricted cash. At September 30, 2022, the $14.9 million of cash, cash equivalents, and restricted cash on the Condensed Consolidated Statements of Cash Flows is composed of $14.6 million of cash and cash equivalents and $0.3 million of restricted cash. Restricted cash represents deposits held by our captive insurance company that are required by state insurance regulations to remain in the captive insurance company as cash.

Assets Held for Sale

Assets held for sale at September 30, 2022 represent certain heating oil assets that the Company sold on October 25, 2022. The carrying amount of the assets held for sale included $2.2 million of goodwill and $0.8 million of property and equipment, net. We measure and record assets held for sale at the lower of their carrying amount or fair value less cost to sell. The carrying amounts of the assets held for sale approximated their fair value at September 30, 2022.

Fair Value Valuation Approach

The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

•

Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

•

Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

•

Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.

Captive Insurance Collateral

The captive insurance collateral is held by our captive insurance company in an irrevocable trust as collateral for certain workers’ compensation and automobile liability claims. The collateral is required by a third party insurance carrier that insures per claim amounts above a set deductible. If we did not deposit cash into the trust, the third party carrier would require that we issue an equal amount of letters of credit, which would reduce our availability under the sixth amended and restated credit agreement. Due to the expected timing of claim payments, the nature of the collateral agreement with the carrier, and our captive insurance company’s source of other operating cash, the collateral is not expected to be used to pay obligations within the next twelve months.

Unrealized gains and losses, net of related income taxes, are reported as accumulated other comprehensive income (loss), except for losses from impairments which are determined to be other-than-temporary. Realized gains and losses, and declines in value judged to be other-than-temporary on available-for-sale securities are included in the determination of net income and are included in Interest expense, net, at which time the average cost basis of these securities are adjusted to fair value.

Weather Hedge Contract

To partially mitigate the adverse effect of warm weather on cash flows, the Company has used weather hedge contracts for a number of years. Weather hedge contracts are recorded in accordance with the intrinsic value method defined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815-45-15 Derivatives and Hedging, Weather Derivatives (EITF 99-2). The premium paid is included in the caption “Prepaid expenses and other current assets” in the accompanying balance sheets and amortized over the life of the contract, with the intrinsic value method applied at each interim period.

The Company entered into weather hedge contracts for fiscal years 2022 and 2023. The hedge period runs from November 1 through March 31, taken as a whole. The “Payment Thresholds,” or strikes, are set at various levels and are referenced against degree days for the prior ten year average. The maximum amount the Company can receive is $12.5 million per year. In addition, we are obligated to make an annual payment capped at $5.0 million if degree days exceed the Payment Threshold. The temperatures experienced during the hedge period through March 31, 2023 and March 31, 2022 were warmer than the strikes in the weather hedge contracts. As a result at June 30, 2023 and June 30, 2022, the Company reduced delivery and branch expenses for the gains realized under those contracts of $12.5 million and $1.1 million, respectively. The amounts payable by the counterparties under the weather hedge contracts were received in full in April 2023 and April 2022, respectively.

For fiscal 2024, the Company entered into a weather hedge contract with the similar hedge period described above. The maximum that the Company can receive is $12.5 million annually and the Company has no obligation to pay the counterparty beyond the initial premium should degree days exceed the Payment Threshold.

New England Teamsters and Trucking Industry Pension Fund (“the NETTI Fund”) Liability

As of June 30, 2023, we had $0.3 million and $16.0 million balances included in the captions “Accrued expenses and other current liabilities” and “Other long-term liabilities,” on our Condensed Consolidated Balance Sheet representing the remaining balance of the NETTI Fund withdrawal liability. As of September 30, 2022, we had $0.3 million and $16.2 million balances reflected in these categories respectively. Based on the borrowing rates currently available to the Company for long-term financing of a similar maturity, the fair value of the NETTI Fund withdrawal liability as of June 30, 2023 and September 30, 2022 was $19.9 million and $20.2 million, respectively. 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 December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The Company adopted the ASU effective December 31, 2022. The update extends the sunset of Topic 848 from December 31, 2022 to December 31, 2024. The guidance provides optional guidance for a limited period of time to ease potential accounting impacts associated with transitioning away from reference rates that are expected to be discontinued, such as interbank offered rates and LIBOR. The Company has $24.0 million of interest rate swap agreements at June 30, 2023 that are benchmarked against LIBOR, which the Company has designated as cash flow hedging derivatives. This guidance includes practical expedients for contract modifications due to reference rate reform. The Company has elected to adopt the practical expedient that the Company may change the contractual terms of the interest rate swap agreements that are expected to be affected by reference rate reform and not be required to de-designate the hedging relationships. The Company's adoption of the ASU did not have an impact on the Company’s consolidated financial statements and related disclosures.

Recently Issued Accounting Pronouncements

In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires accounting for contract assets and liabilities from contracts with customers in a business combination to be accounted for in accordance with ASC No. 606. The standard is effective for fiscal years beginning after December 15, 2022. The Company has not determined the timing of adoption, but does not expect ASU 2021-08 to have a material impact on its consolidated financial statements and related disclosures.

3) Revenue Recognition

The following disaggregates our revenue by major sources for the three and nine months ended June 30, 2023 and June 30, 2022:


	Three Months Ended June 30,				Nine Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Petroleum Products:
Home heating oil and propane	$	122,003	$	189,262	$	1,123,983	$	1,088,460
Other petroleum products		101,562		168,974		338,723		393,503
Total petroleum products		223,565		358,236		1,462,706		1,481,963
Installations and Services:
Equipment installations		27,474		30,360		85,471		90,394
Equipment maintenance service contracts		34,564		33,185		92,241		87,503
Billable call services		14,518		17,320		45,507		50,054
Total installations and services		76,556		80,865		223,219		227,951
Total Sales	$	300,121	$	439,101	$	1,685,925	$	1,709,914

Deferred Contract Costs

We recognize an asset for incremental commission expenses paid to sales personnel in conjunction with obtaining new residential customer product and equipment maintenance service contracts. We defer these costs only when we have determined the commissions are, in fact, incremental and would not have been incurred absent the customer contract. Costs to obtain a contract are amortized and recorded ratably as delivery and branch expenses over the period representing the transfer of goods or services to which the assets relate. Costs to obtain new residential product and equipment maintenance service contracts are amortized as expense over the estimated customer relationship period of approximately five years. Deferred contract costs are classified as current or non-current within “Prepaid expenses and other current assets” and “Deferred charges and other assets, net,” respectively. At June 30, 2023, the amount of deferred contract costs included in “Prepaid expenses and other current assets” and “Deferred charges and other assets, net” was $3.3 million and $5.6 million, respectively. At September 30, 2022, the amount of deferred contract costs included in “Prepaid expenses and other current assets” and “Deferred charges and other assets, net” was $3.4 million and $5.6 million, respectively. For the nine months ended June 30, 2023 and June 30, 2022 we recognized expense of $3.2 million and 3.0 million, respectively, associated with the amortization of deferred contract costs within “Delivery and branch expenses” in the Condensed Consolidated Statement of Operations.

Contract Liability Balances

The Company has contract liabilities for advanced payments received from customers for future oil deliveries (primarily amounts received from customers on “smart pay” budget payment plans in advance of oil deliveries) and obligations to service customers with equipment maintenance service contracts. Contract liabilities are recognized straight-line over the service contract period, generally one year or less. As of June 30, 2023 and September 30, 2022 the Company had contract liabilities of $136.9 million and $152.1 million, respectively. During the nine months ended June 30, 2023, the Company recognized $133.1 million of revenue that was included in the September 30, 2022 contract liability balance. During the nine months ended June 30, 2022 the Company recognized $123.8 million of revenue that was included in the September 30, 2021 contract liability balance.

Receivables and Allowance for Doubtful Accounts

Accounts receivables from customers are recorded at the invoiced amounts. Finance charges may be applied to trade receivables that are more than 30 days past due, and are recorded as finance charge income.

The allowance for doubtful accounts is the Company’s estimate of the amount of trade receivables that may not be collectible. The allowance is determined at an aggregate level by grouping accounts based on certain account criteria and its receivable aging. The allowance is based on both quantitative and qualitative factors, including historical loss experience, historical collection patterns, overdue status, aging trends, current and future economic conditions. The Company has an established process to periodically review current and past due trade receivable balances to determine the adequacy of the allowance. No single statistic or measurement determines the adequacy of the allowance. The total allowance reflects management’s estimate of losses inherent in its trade receivables at the balance sheet date. Different assumptions or changes in economic conditions could result in material changes to the allowance for doubtful accounts.

Changes in the allowance for credit losses are as follows:


(in thousands)	Credit Loss Allowance
Balance at September 30, 2022	$	7,755
Current period provision		8,510
Write-offs, net and other		(3,714	)
Balance as of June 30, 2023	$	12,551

4) Common Unit Repurchase and Retirement

In July 2012, the Board adopted a plan to repurchase certain of the Company’s Common Units (the “Repurchase Plan”). Through May 2023, the Company had repurchased approximately 20.5 million Common Units under the Repurchase Plan. In May 2023, the Board authorized an increase of the number of Common Units that remained available for the Company to repurchase from 1.1 million to a total of 2.6 million, of which, 2.3 million were available for repurchase in open market transactions and 0.3 million were available for repurchase in privately-negotiated transactions. There is no guarantee of the number of units that will be purchased under the Repurchase Plan and the Company may discontinue purchases at any time. The Repurchase Plan does not have a time limit. The Board may also approve additional purchases of units from time to time in private transactions. The Company’s repurchase activities take into account SEC safe harbor rules and guidance for issuer repurchases. All of the Common Units purchased under the Repurchase Plan will be retired.

Under the Company’s sixth amended and restated credit agreement dated July 6, 2022, in order to pay distributions and repurchase Common Units, we must maintain Availability (as defined in the sixth amended and restated credit agreement) of $60 million, 15.0% of the facility size of $400 million (assuming no borrowings under the seasonal advance) 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 or distribution. (See Note 11—Long-Term Debt and Bank Facility Borrowings).

The following table shows repurchases under the Repurchase Plan:


(in thousands, except per unit amounts)
Period	Total Number of Units Purchased		Average Price Paid per Unit (a)		Total Number of Units Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Units that May Yet Be Purchased
Fiscal year 2012 to 2022 total		24,933	$	8.82		20,045		1,557

First quarter fiscal year 2023 total		411	$	8.77		411		1,146

Second quarter fiscal year 2023 total		78	$	11.20		78		1,068

Third quarter fiscal year 2023 total		—	$	—		—		2,568	(b)

July 2023		—	$	—		—		2,568	(c)

(a)

Amount includes repurchase costs.

(b)

In May 2023, the Board authorized an increase in the number of Common Units available for repurchase in open market transactions from 0.8 million to 2.3 million.

(c)

Of the total available for repurchase, approximately 2.3 million units are available for repurchase in open market transactions and 0.3 million units are available for repurchase in privately-negotiated transactions, under the Repurchase Plan.

5) Captive Insurance Collateral

The Company considers all of its captive insurance collateral to be Level 1 available-for-sale investments. Investments at June 30, 2023 consist of the following (in thousands):


	Amortized Cost		Gross Unrealized Gain		Gross Unrealized (Loss)			Fair Value
Cash and Receivables	$	537	$	—	$	—		$	537
U.S. Government Sponsored Agencies		50,471		—		(2,156	)		48,315
Corporate Debt Securities		20,234		6		(741	)		19,499
Total	$	71,242	$	6	$	(2,897	)	$	68,351

Investments at September 30, 2022 consist of the following (in thousands):


	Amortized Cost		Gross Unrealized Gain		Gross Unrealized (Loss)			Fair Value
Cash and Receivables	$	1,838	$	—	$	—		$	1,838
U.S. Government Sponsored Agencies		48,473		—		(3,052	)		45,421
Corporate Debt Securities		20,322		—		(919	)		19,403
Total	$	70,633	$	—	$	(3,971	)	$	66,662

Maturities of investments were as follows at June 30, 2023 (in thousands):


	Net Carrying Amount
Due within one year	$	26,218
Due after one year through five years		42,133
Due after five years through ten years		—
Total	$	68,351

6) Derivatives and Hedging—Disclosures and Fair Value Measurements

The Company uses derivative instruments such as futures, options and swap agreements in order to mitigate exposure to market risk associated with the purchase of home heating oil for price-protected customers, physical inventory on hand, inventory in transit, priced purchase commitments and internal fuel usage. FASB ASC 815-10-05 Derivatives and Hedging, established accounting and reporting standards requiring that derivative instruments be recorded at fair value and included in the consolidated balance sheet as assets or liabilities, along with qualitative disclosures regarding the derivative activity. The Company has elected not to designate its commodity derivative instruments as hedging derivatives, but rather as economic hedges whose change in fair value is recognized in its statement of operations in the caption “(Increase) decrease in the fair value of derivative instruments.” Depending on the risk being economically hedged, realized gains and losses are recorded in cost of product, cost of installations and services, or delivery and branch expenses.

As of June 30, 2023, to hedge a substantial majority of the purchase price associated with heating oil gallons anticipated to be sold to its price-protected customers, the Company held the following derivative instruments that settle in future months to match anticipated sales: 5.0 million gallons of swap contracts, 6.1 million gallons of call options, 2.2 million gallons of put options, and 41.6 million net gallons of synthetic call options. To hedge its physical inventory on hand, inventory in transit and basis risk, the Company, as of June 30, 2023, held 0.9 million gallons of swap contracts and 10.9 million gallons of short future contracts that settle in future months. To hedge its internal fuel usage and other activities for fiscal 2023 and 2024, the Company held 5.4 million gallons of swap contracts that settle in future months.

As of June 30, 2022, to hedge a substantial majority of the purchase price associated with heating oil gallons anticipated to be sold to its price-protected customers, the Company held the following derivative instruments that settle in future months to match anticipated sales: 5.5 million gallons of swap contracts, 37.3 million gallons of call options, 2.1 million gallons of put options, and 17.6 million net gallons of synthetic call options. To hedge the inter-month differentials for its price-protected customers, its physical inventory on hand and inventory in transit, the Company, as of June 30, 2022, held 26.0 million gallons of swap contracts and 0.5 million gallons of short future contracts that settle in future months. To hedge its internal fuel usage and other activities for fiscal 2023, the Company held 0.4 million gallons of call options and swap contracts that settle in future months.

As of June 30, 2023, the Company has interest rate swap agreements in order to mitigate exposure to market risk associated with variable rate interest on $56.4 million, or 37.0%, of its long term debt. The Company has designated its interest rate swap agreements as cash flow hedging derivatives. To the extent these derivative instruments are effective and the accounting standard’s documentation requirements have been met, changes in fair value are recognized in other comprehensive income (loss) until the underlying hedged item is recognized in earnings. As of June 30, 2023 the fair value of the swap contracts was $1.5 million. As of September 30, 2022, the notional value of the swap contracts was $54.0 million and the fair value of the swap contracts was $2.0 million. We utilized Level 2 inputs in the fair value hierarchy of valuation techniques to determine the fair value of the swap contracts.

The Company’s derivative instruments are with the following counterparties: Bank of America, N.A., Bank of Montreal, Cargill, Inc., Citibank, N.A., JPMorgan Chase Bank, N.A., Key Bank, N.A., Toronto-Dominion Bank and Wells Fargo Bank, N.A. The Company assesses counterparty credit risk and considers it to be low. We maintain master netting arrangements that allow for the non-conditional offsetting of amounts receivable and payable with counterparties to help manage our risks and record derivative positions on a net basis. The Company generally does not receive cash collateral from its counterparties and does not restrict the use of cash collateral it maintains at counterparties. At June 30, 2023, the aggregate cash posted as collateral in the normal course of business at counterparties was $1.8 million and recorded in “Prepaid expense and other current assets.” Positions with counterparties who are also parties to our credit agreement are collateralized under that facility. As of June 30, 2023, $9.8 million hedge positions or payable amounts were secured under the credit facility.

The Company’s Level 1 derivative assets and liabilities represent the fair value of commodity contracts used in its hedging activities that are identical and traded in active markets. The Company’s Level 2 derivative assets and liabilities represent the fair value of commodity and interest rate contracts used in its hedging activities that are valued using either directly or indirectly observable inputs, whose nature, risk and class are similar. No significant transfers of assets or liabilities have been made into and out of the Level 1 or Level 2 tiers. All derivative instruments were non-trading positions and were either a Level 1 or Level 2 instrument. The Company had no Level 3 derivative instruments. The fair market value of our Level 1 and Level 2 derivative assets and liabilities are calculated by our counter-parties and are independently validated by the Company. The Company’s calculations are, for Level 1 derivative assets and liabilities, based on the published New York Mercantile Exchange (“NYMEX”) market prices for the commodity contracts open at the end of the period. For Level 2 derivative assets and liabilities the calculations performed by the Company are based on a combination of the NYMEX published market prices and other inputs, including such factors as present value, volatility and duration.

The Company had no assets or liabilities that are measured at fair value on a nonrecurring basis subsequent to their initial recognition. The Company’s commodity financial assets and liabilities measured at fair value on a recurring basis are listed on the following table.


(In thousands)					Fair Value Measurements at Reporting Date Using:
Derivatives Not Designated as Hedging Instruments					Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs
Under FASB ASC 815-10	Balance Sheet Location	Total			Level 1		Level 2
Asset Derivatives at June 30, 2023
Commodity contracts	Fair liability value of derivative instruments	$	17,224		$	—	$	17,224
Commodity contracts	Other long-term liabilities, net balance		574			—		574
Commodity contract assets at June 30, 2023		$	17,798		$	—	$	17,798
Liability Derivatives at June 30, 2023
Commodity contracts	Fair liability value of derivative instruments	$	(27,622	)	$	—	$	(27,622	)
Commodity contracts	Other long-term liabilities, net balance		(688	)		—		(688	)
Commodity contract liabilities at June 30, 2023		$	(28,310	)	$	—	$	(28,310	)
Asset Derivatives at September 30, 2022
Commodity contracts	Fair asset and liability value of derivative instruments	$	51,134		$	—	$	51,134
Commodity contracts	Long-term derivative assets included in the deferred charges and other assets, net		2,094			—		2,094
Commodity contract assets September 30, 2022		$	53,228		$	—	$	53,228
Liability Derivatives at September 30, 2022
Commodity contracts	Fair asset and liability value of derivative instruments	$	(34,494	)	$	—	$	(34,494	)
Commodity contracts	Long-term derivative assets included in the deferred charges and other assets, net		(743	)		—		(743	)
Commodity contract liabilities September 30, 2022		$	(35,237	)	$	—	$	(35,237	)

The Company’s commodity derivative assets (liabilities) offset by counterparty and subject to an enforceable master netting arrangement are listed on the following table.


(In thousands)									Gross Amounts Not Offset in the Statement of Financial Position
Offsetting of Financial Assets (Liabilities) and Derivative Assets (Liabilities)	Gross Assets Recognized		Gross Liabilities Offset in the Statement of Financial Position			Net Assets (Liabilities) Presented in the Statement of Financial Position			Financial Instruments		Cash Collateral Received		Net Amount
Fair liability value of derivative instruments	$	17,224	$	(27,622	)	$	(10,398	)	$	—	$	—	$	(10,398	)
Long-term derivative liabilities included in other long-term liabilities, net		574		(688	)		(114	)		—		—		(114	)
Total at June 30, 2023	$	17,798	$	(28,310	)	$	(10,512	)	$	—	$	—	$	(10,512	)
Fair asset value of derivative instruments	$	47,784	$	(30,961	)	$	16,823		$	—	$	—	$	16,823
Long-term derivative assets included in deferred charges and other assets, net		2,094		(743	)		1,351			—		—		1,351
Fair liability value of derivative instruments		3,350		(3,533	)		(183	)		—		—		(183	)
Total at September 30, 2022	$	53,228	$	(35,237	)	$	17,991		$	—	$	—	$	17,991


(In thousands)
The Effect of Derivative Instruments on the Statement of Operations
		Amount of (Gain) or Loss Recognized						Amount of (Gain) or Loss Recognized
Derivatives Not Designated as Hedging Instruments Under FASB ASC 815-10	Location of (Gain) or Loss Recognized in Income on Derivative	Three Months Ended June 30, 2023			Three Months Ended June 30, 2022			Nine Months Ended June 30, 2023		Nine Months Ended June 30, 2022
Commodity contracts	Cost of product (a)	$	5,566		$	(8,648	)	$	10,578	$	(27,168	)
Commodity contracts	Cost of installations and service (a)	$	(24	)	$	(142	)	$	55	$	(1,624	)
Commodity contracts	Delivery and branch expenses (a)	$	273		$	(138	)	$	422	$	(3,390	)
Commodity contracts	(Increase) / decrease in the fair value of derivative instruments (b)	$	(1,036	)	$	(7,669	)	$	19,622	$	(11,881	)

(a)

Represents realized closed positions and includes the cost of options as they expire.

(b)

Represents the change in value of unrealized open positions and expired options.

7) Inventories

The Company’s product inventories are stated at the lower of cost and net realizable value computed on the weighted average cost method. All other inventories, representing parts and equipment are stated at the lower of cost and net realizable value using the FIFO method. The components of inventory were as follows (in thousands):


	June 30, 2023		September 30, 2022
Product	$	30,482	$	58,727
Parts and equipment		23,108		24,830
Total inventory	$	53,590	$	83,557

8) Property and Equipment

Property and equipment are stated at cost. Depreciation and amortization is computed over the estimated useful lives of the depreciable assets using the straight-line method (in thousands):


	June 30, 2023		September 30, 2022
Property and equipment	$	247,206	$	246,919
Less: accumulated depreciation and amortization		143,708		139,175
Property and equipment, net	$	103,498	$	107,744

9) Business Combinations and Divestitures

During fiscal year 2023 the Company sold certain assets for cash proceeds of $2.2 million and acquired two heating oil dealers for an aggregate purchase price of approximately $1.2 million (using $1.2 million in cash). The gross purchase price was allocated $1.7 million to intangible assets, $0.2 million to goodwill, $0.2 million to fixed assets and reduced by $0.9 million of negative working capital. The acquired companies’ operating results are included in the Company’s consolidated financial statements starting on their respective acquisition date, and are not material to the Company’s financial condition, results of operations, or cash flows.

During the nine months ended June 30, 2022, the Company acquired five heating oil dealers for an aggregate purchase price of approximately $15.6 million (using $13.1 million in cash and assuming $2.5 million of liabilities). The gross purchase price was allocated $7.3 million to intangible assets, $3.1 million to goodwill, $5.6 million to fixed assets and reduced by $0.4 million of negative working capital.

10) Goodwill and Intangible Assets, net

Goodwill

A summary of changes in Company’s goodwill is as follows (in thousands):


Balance as of September 30, 2022	$	254,110
Fiscal year 2023 business combinations		244
Balance as of June 30, 2023	$	254,354

Intangibles, net

The gross carrying amount and accumulated amortization of intangible assets subject to amortization are as follows (in thousands):


	June 30, 2023						September 30, 2022
	Gross						Gross
	Carrying		Accum.				Carrying		Accum.
	Amount		Amortization		Net		Amount		Amortization		Net
Customer lists	$	409,679	$	354,922	$	54,757	$	409,980	$	345,237	$	64,743
Trade names and other intangibles		41,515		23,000		18,515		41,736		21,969		19,767
Total	$	451,194	$	377,922	$	73,272	$	451,716	$	367,206	$	84,510

Amortization expense for intangible assets was $12.8 million for the nine months ended June 30, 2023, compared to $13.8 million for the nine months ended June 30, 2022.

11) Long-Term Debt and Bank Facility Borrowings

The Company’s debt is as follows (in thousands):


	June 30,				September 30,
	2023				2022
	Carrying Amount		Fair Value (a)		Carrying Amount		Fair Value (a)
Revolving Credit Facility Borrowings	$	198	$	198	$	20,276	$	20,276
Senior Secured Term Loan (b)		151,894		152,625		164,084		165,000
Total debt	$	152,092	$	152,823	$	184,360	$	185,276
Total short-term portion of debt	$	16,698	$	16,698	$	32,651	$	32,651
Total long-term portion of debt (b)	$	135,394	$	136,125	$	151,709	$	152,625

(a)

The face amount of the Company’s variable rate long-term debt approximates fair value.

(b)

Carrying amounts are net of unamortized debt issuance costs of $0.7 million as of June 30, 2023 and $0.9 million as of September 30, 2022.

On July 6, 2022, the Company refinanced its five-year term loan and the revolving credit facility with the execution of the sixth amended and restated revolving credit facility agreement (the “credit agreement”) with a bank syndicate comprised of ten participants, which enables the Company to borrow up to $400 million ($550 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 $165 million five-year senior secured term loan (“Term Loan”), allows for the issuance of up to $25 million in letters of credit, and has a maturity date of July 6, 2027.

The Company can increase the revolving credit facility size by an additional $200 million without the consent of the bank group. However, the bank group is not obligated to fund the $200 million increase. If the bank group elects not to fund the increase, the Company can add additional lenders to the group, with the consent of the Agent (as defined in the credit agreement), which shall not be unreasonably withheld. Obligations under the credit agreement are guaranteed by the Company and its subsidiaries and are secured by liens on substantially all of the Company’s assets, including accounts receivable, inventory, general intangibles, real property, fixtures and equipment.

All amounts outstanding under the sixth amended and restated revolving credit facility become due and payable on the facility termination date of July 6, 2027. The Term Loan is repayable in quarterly payments of $4.1 million, the first of which was made December 30, 2022, plus an annual payment equal to 25% of the annual Excess Cash Flow as defined in the credit agreement (an amount not to exceed $8.5 million annually), less certain voluntary prepayments made during the year, with final payment at maturity. In fiscal 2022 the Company repaid $4.9 million of additional loan repayments due to Excess Cash Flow related to fiscal 2021. Under the Company’s sixth amended and restated revolving credit facility, the next annual Excess Cash Flow payment will be applicable for fiscal year ending September 30, 2023.

The interest rate on the revolving credit facility and the term loan is based on a margin over Adjusted Term Secured Overnight Financing Rate ("SOFR") or a base rate. At June 30, 2023, the effective interest rate on the term loan (considering the impact of interest rate hedges) and revolving credit facility borrowings was approximately 6.3% and 6.4%, respectively, compared to 4.7% and 2.6%, respectively at September 30, 2022.

The commitment fee on the unused portion of the revolving credit facility is 0.30% from December through April, and 0.20% from May through November.

The credit agreement requires the Company to meet certain financial covenants, including a fixed charge coverage ratio (as defined in the credit agreement) of not less than 1.1 as long as the Term Loan is outstanding or revolving credit facility availability is less than 12.5% of the facility size. In addition, as long as the Term Loan is outstanding, a senior secured leverage ratio cannot be more than 3.0 as calculated as of the quarters ending June or September, and no more than 5.5 as calculated as of the quarters ending December or March.

Certain restrictions are also imposed by the sixth amended and restated credit agreement, including restrictions on the Company’s ability to incur additional indebtedness, to pay distributions to unitholders, to pay certain inter-company dividends or distributions, repurchase units, make investments, grant liens, sell assets, make acquisitions and engage in certain other activities.

At June 30, 2023, $152.6 million of the Term Loan was outstanding, $0.2 million was outstanding under the revolving credit facility, $9.8 million hedge positions were secured under the credit agreement, and $3.1 million of letters of credit were issued and outstanding. At September 30, 2022, $165.0 million of the term loan was outstanding, $20.3 million was outstanding under the revolving credit facility, we did not have to provide collateral for our hedge positions under the credit agreement and $5.1 million of letters of credit were issued and outstanding.

At June 30, 2023, availability was $218.0 million, and the Company was in compliance with the financial covenants. At September 30, 2022, availability was $189.4 million, and the Company was in compliance with the financial covenants.

12) Income Taxes

The accompanying financial statements are reported on a fiscal year, however, the Company and its corporate subsidiaries file Federal and State income tax returns on a calendar year.

The current and deferred income tax expense for the three and nine months ended June 30, 2023 and June 30, 2022 are as follows:


	Three Months Ended						Nine Months Ended
	June 30,						June 30,
(in thousands)	2023			2022			2023			2022
Income (loss) before income taxes	$	(33,196	)	$	(14,353	)	$	72,100		$	120,253
Current income tax expense (benefit)		(11,385	)		(7,058	)		30,710			27,135
Deferred income tax expense (benefit)		2,095			3,292			(10,284	)		7,837
Total income tax expense (benefit)	$	(9,290	)	$	(3,766	)	$	20,426		$	34,972

At June 30, 2023, we did not have unrecognized income tax benefits.

Our continuing practice is to recognize interest and penalties related to income tax matters as a component of income tax expense. We file U.S. Federal income tax returns and various state and local returns. A number of years may elapse before an uncertain tax position is audited and finally resolved. For our Federal income tax returns we have four tax years subject to examination. In our major state tax jurisdictions of New York, Connecticut and Pennsylvania, we have four years that are subject to examination. In the state tax jurisdiction of New Jersey we have five tax years that are subject to examination. While it is often difficult to predict the final outcome or the timing of resolution of any particular uncertain tax position, based on our assessment of many factors, including past experience and interpretation of tax law, we believe that our provision for income taxes reflect the most probable outcome. This assessment relies on estimates and assumptions and may involve a series of complex judgments about future events.

13) Supplemental Disclosure of Cash Flow Information


	Nine Months Ended
Cash paid during the period for:	June 30,
(in thousands)	2023		2022
Income taxes, net	$	12,986	$	15,451
Interest	$	14,119	$	7,813

14) Commitments and Contingencies

The Company’s operations are subject to the operating hazards and risks normally incidental to handling, storing and transporting and otherwise providing for use by consumers hazardous liquids such as home heating oil and propane. In the ordinary course of business, the Company is a defendant in various legal proceedings and litigation. The Company records a liability when it is probable that a loss has been incurred and the amount is reasonably estimable. We do not believe these matters, when considered individually or in the aggregate, could reasonably be expected to have a material adverse effect on the Company’s results of operations, financial position or liquidity.

The Company maintains insurance policies with insurers in amounts and with coverages and deductibles we believe are reasonable and prudent. However, the Company cannot assure that this insurance will be adequate to protect it from all material expenses related to current and potential future claims, legal proceedings and litigation, as certain types of claims may be excluded from our insurance coverage. If we incur substantial liability and the damages are not covered by insurance, or are in excess of policy limits, or if we incur liability at a time when we are not able to obtain liability insurance, then our business, results of operations and financial condition could be materially adversely affected.

15) Earnings Per Limited Partner Unit

The following table presents the net income allocation and per unit data:


	Three Months Ended						Nine Months Ended
Basic and Diluted Earnings Per Limited Partner:	June 30,						June 30,
(in thousands, except per unit data)	2023			2022			2023		2022
Net income (loss)	$	(23,906	)	$	(10,587	)	$	51,674	$	85,281
Less General Partner’s interest in net income (loss)		(216	)		(93	)		468		726
Net income (loss) available to limited partners		(23,690	)		(10,494	)		51,206		84,555
Less dilutive impact of theoretical distribution of earnings *		—			—			7,258		13,677
Limited Partner’s interest in net income (loss)	$	(23,690	)	$	(10,494	)	$	43,948	$	70,878
Per unit data:
Basic and diluted net income (loss) available to limited partners	$	(0.67	)	$	(0.29	)	$	1.43	$	2.24
Less dilutive impact of theoretical distribution of earnings *		—			—			0.20		0.36
Limited Partner’s interest in net income (loss)	$	(0.67	)	$	(0.29	)	$	1.23	$	1.88
Weighted average number of Limited Partner units outstanding		35,603			36,781			35,725		37,739

* In any accounting period where the Company’s aggregate net income exceeds its aggregate distribution for such period, the Company is required to present net income per Limited Partner unit as if all of the earnings for the period were distributed, based on the terms of the Partnership agreement, regardless of whether those earnings would actually be distributed during a particular period from an economic or practical perspective. This allocation does not impact the Company’s overall net income or other financial results.

16) Subsequent Events

Quarterly Distribution Declared

In July 2023, we declared a quarterly distribution of $0.1625 per unit, or $0.65 per unit on an annualized basis, on all Common Units with respect to the third quarter of fiscal 2023, paid on July 31, 2023, to holders of record on July 24, 2023. The amount of distributions in excess of the minimum quarterly distribution of $0.0675 are distributed in accordance with our Partnership Agreement, subject to the management incentive compensation plan. As a result, $5.8 million was paid to the Common Unit holders, $0.3 million to the General Partner unit holders (including $0.3 million of incentive distribution as provided in our Partnership Agreement) and $0.3 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.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Statement Regarding Forward-Looking Disclosure

This Quarterly Report on Form 10-Q (this “Report”) includes “forward-looking statements” which represent our expectations or beliefs concerning future events that involve risks and uncertainties, including the impact of geopolitical events, such as the war in the Ukraine, and its impact on wholesale product cost volatility, the price and supply of the products that we sell, our ability to purchase sufficient quantities of product to meet our customer’s needs, rapid increases in levels of inflation approaching 40-year highs, uncertain economic conditions, the consumption patterns of our customers, our ability to obtain satisfactory gross profit margins, the effect of weather conditions on our financial performance, our ability to obtain new customers and retain existing customers, our ability to make strategic acquisitions, the impact of litigation, natural gas conversions, the impact of the novel coronavirus, or COVID-19, pandemic and future global health pandemics, on US and global economies, future union relations and the outcome of current and future union negotiations, the impact of current and future governmental regulations, including climate change, environmental, health, and safety regulations, the ability to attract and retain employees, customer credit worthiness, counterparty credit worthiness, marketing plans, cyber-attacks, increases in interest rates, global supply chain issues, labor shortages and new technology, including alternative methods for heating and cooling residences. All statements other than statements of historical facts included in this Report including, without limitation, the statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere herein, are forward-looking statements. Without limiting the foregoing, the words “believe,” “anticipate,” “plan,” “expect,” “seek,” “estimate,” and similar expressions are intended to identify forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct, and actual results may differ materially from those projected as a result of certain risks and uncertainties. These risks and uncertainties include, but are not limited to, those set forth in this Report under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in our Fiscal 2022 Form 10-K under Part I Item 1A “Risk Factors.” Important factors that could cause actual results to differ materially from our expectations (“Cautionary Statements”) are disclosed in this Report and in our Fiscal 2022 Form 10-K. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the Cautionary Statements. Unless otherwise required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this Report.

Liquid Product Price Volatility

Volatility, which is reflected in the wholesale price of liquid products, including home heating oil, propane and motor fuels, has a larger impact on our business when prices rise. Home heating oil consumers are sensitive to heating cost increases, and this often leads to customer conservation and increased gross customer losses. As a commodity, the price of home heating oil is generally impacted by many factors, including economic and geopolitical forces, and the war in the Ukraine, and is closely linked to the price of diesel fuel. The volatility in the wholesale cost of diesel fuel as measured by the New York Mercantile Exchange (“NYMEX”), for the fiscal years ending September 30, 2019, through 2023, on a quarterly basis, is illustrated in the following chart (price per gallon):


	Fiscal 2023 (a)				Fiscal 2022				Fiscal 2021				Fiscal 2020				Fiscal 2019
Quarter Ended	Low		High		Low		High		Low		High		Low		High		Low		High
December 31	$	2.78	$	4.55	$	2.06	$	2.59	$	1.08	$	1.51	$	1.86	$	2.05	$	1.66	$	2.44
March 31		2.61		3.55		2.36		4.44		1.46		1.97		0.95		2.06		1.70		2.04
June 30		2.23		2.73		3.27		5.14		1.77		2.16		0.61		1.22		1.78		2.12
September 30		—		—		3.13		4.01		1.91		2.34		1.08		1.28		1.75		2.08

(a)

On July 31, 2023, the NYMEX ultra low sulfur diesel contract closed at $2.99 per gallon.

Income Taxes

Book versus Tax Deductions

The amount of cash flow generated in any given year depends upon a variety of factors including the amount of cash income taxes required, which will increase as depreciation and amortization decreases. The amount of depreciation and amortization that we deduct for book (i.e., financial reporting) purposes will differ from the amount that the Company can deduct for Federal tax purposes. The table below compares the estimated depreciation and amortization for book purposes to the amount that we expect to deduct for Federal tax purposes, based on currently owned assets. While we file our tax returns based on a calendar year, the amounts below are based on our September 30 fiscal year, and the tax amounts include any 100% bonus depreciation available for fixed assets purchased. However, this table does not include any forecast of future annual capital purchases.

Estimated Depreciation and Amortization Expense


(In thousands) Fiscal Year	Book		Tax
2023	$	31,690	$	30,401
2024		26,672		21,614
2025		22,324		20,978
2026		17,938		20,199
2027		15,984		18,352
2028		12,360		17,086

Weather Hedge Contracts

Weather conditions have a significant impact on the demand for home heating oil and propane because certain customers depend on these products principally for space heating purposes. Actual weather conditions may vary substantially from year to year, significantly affecting the Company’s financial performance. To partially mitigate the adverse effect of warm weather on cash flow, we have used weather hedging contracts for a number of years with several providers.

Under these contracts, we are entitled to a payment if the total number of degree days within the hedge period is less than the applicable “Payment Thresholds,” or strikes. For fiscal 2022 and 2023 we entered into weather hedging contracts under which we were entitled to a payment capped at $12.5 million if degree days were less than the Payment Threshold and we were obligated to make an annual payment capped at $5.0 million if degree days exceed the Payment Threshold. The hedge period ran from November 1 through March 31, taken as a whole, for each respective fiscal year. The temperatures experienced during the hedge period through June 30, 2023 and June 30, 2022 were warmer than the strikes in the weather hedge contracts. As a result at June 30, 2023 and June 30, 2022, the Company reduced delivery and branch expenses for the gains realized under those contracts of $12.5 million and $1.1 million, respectively. The amounts were received in full in April 2023 and April 2022, respectively.

Per Gallon Gross Profit Margins

We believe home heating oil and propane margins should be evaluated on a cents per gallon basis before the effects of increases or decreases in the fair value of derivative instruments, as we believe that such per gallon margins are best at showing profit trends in the underlying business without the impact of non-cash changes in the market value of hedges before the settlement of the underlying transaction.

A significant portion of our home heating oil volume is sold to individual customers under an arrangement pre-establishing a ceiling price or fixed price for home heating oil over a set period of time, generally twelve to twenty-four months (“price-protected” customers). When these price-protected customers agree to purchase home heating oil from us for the next heating season, we purchase option contracts, swaps and futures contracts for a substantial majority of the heating oil that we expect to sell to these customers. The amount of home heating oil volume that we hedge per price-protected customer is based upon the estimated fuel consumption per average customer per month. In the event that the actual usage exceeds the amount of the hedged volume on a monthly basis, we may be required to obtain additional volume at unfavorable costs. In addition, should actual usage in any month be less than the hedged volume, our hedging costs and losses could be greater, thus reducing expected margins.

Derivatives

FASB ASC 815-10-05 Derivatives and Hedging requires that derivative instruments be recorded at fair value and included in the consolidated balance sheet as assets or liabilities. To the extent our interest rate derivative instruments designated as cash flow hedges are effective, as defined under this guidance, changes in fair value are recognized in other comprehensive income (loss) until the forecasted hedged item is recognized in earnings. We have elected not to designate our commodity derivative instruments as hedging instruments under this guidance and, as a result, the changes in fair value of the derivative instruments are recognized in our statement of operations. Therefore, we experience volatility in earnings as outstanding derivative instruments are marked to market

and non-cash gains and losses are recorded prior to the sale of the commodity to the customer. The volatility in any given period related to unrealized non-cash gains or losses on derivative instruments can be significant to our overall results. However, we ultimately expect those gains and losses to be offset by the cost of product when purchased.

Customer Attrition

We measure net customer attrition on an ongoing basis for our full service residential and commercial home heating oil and propane customers. Net customer attrition is the difference between gross customer losses and customers added through marketing efforts. Customers added through acquisitions are not included in the calculation of gross customer gains. However, additional customers that are obtained through marketing efforts or lost at newly acquired businesses are included in these calculations from the point of closing going forward. Customer attrition percentage calculations include customers added through acquisitions in the denominators of the calculations on a weighted average basis from the closing date. Gross customer losses are the result of a number of factors, including price competition, move-outs, credit losses, conversions to natural gas and service disruptions. When a customer moves out of an existing home, we count the “move out” as a loss, and, if we are successful in signing up the new homeowner, the “move in” is treated as a gain. The impact of certain geopolitical forces, particularly the war in the Ukraine, on liquid product prices could increase future attrition due to higher losses from credit related issues.

Customer gains and losses of home heating oil and propane customers


	Fiscal Year Ended
	2023							2022							2021
					Net							Net							Net
	Gross Customer				Gains /			Gross Customer				Gains /			Gross Customer				Gains /
	Gains		Losses		(Attrition)			Gains		Losses		(Attrition)			Gains		Losses		(Attrition)
First Quarter		26,500		19,500		7,000			19,800		18,500		1,300			19,100		19,900		(800	)
Second Quarter		9,300		18,100		(8,800	)		12,700		17,300		(4,600	)		12,600		17,800		(5,200	)
Third Quarter		5,300		12,600		(7,300	)		6,400		14,300		(7,900	)		6,700		12,300		(5,600	)
Fourth Quarter		—		—		—			11,400		15,800		(4,400	)		9,500		14,900		(5,400	)
Total		41,100		50,200		(9,100	)		50,300		65,900		(15,600	)		47,900		64,900		(17,000	)

Customer gains (attrition) as a percentage of home heating oil and propane customer base


	Fiscal Year Ended
	2023									2022									2021
							Net									Net									Net
	Gross Customer						Gains /			Gross Customer						Gains /			Gross Customer						Gains /
	Gains			Losses			(Attrition)			Gains			Losses			(Attrition)			Gains			Losses			(Attrition)
First Quarter		6.4	%		4.7	%		1.7	%		4.7	%		4.4	%		0.3	%		4.4	%		4.6	%		(0.2	%)
Second Quarter		2.2	%		4.3	%		(2.1	%)		3.0	%		4.1	%		(1.1	%)		2.9	%		4.1	%		(1.2	%)
Third Quarter		1.3	%		3.1	%		(1.8	%)		1.5	%		3.4	%		(1.9	%)		1.3	%		2.6	%		(1.3	%)
Fourth Quarter		—			—			—			2.7	%		3.7	%		(1.0	%)		2.1	%		3.3	%		(1.2	%)
Total		9.9	%		12.1	%		(2.2	%)		11.9	%		15.6	%		(3.7	%)		10.7	%		14.6	%		(3.9	%)

For the nine months ended June 30, 2023, the Company lost 9,100 accounts (net), or 2.2% of its home heating oil and propane customer base, compared to 11,200 accounts lost (net), or 2.7% of its home heating and oil propane customer base in the prior year comparable period. Gross customer gains were 2,200 more than the prior year's comparable period because we were able to take advantage of certain market conditions with regard to physical supply. Gross customer losses were 100 more primarily due to product prices, customer credit cancellations and fuel conversions.

During the nine months ended June 30, 2023, we estimate that we lost 1.3% of our home heating oil and propane accounts to natural gas conversions versus 1.3% for the nine months ended June 30, 2022 and 1.0% for the nine months ended June 30, 2021. Losses to natural gas in our footprint for the heating oil and propane industry could be greater or less than the Company’s estimates.

Acquisitions

The timing of acquisitions and the types of products sold by acquired companies impact year-over-year comparisons. During fiscal year 2023 through June 30, 2023, the Company acquired two heating oil dealers. During fiscal 2022 the Company acquired five

heating oil dealers. The following tables detail the Company’s acquisition activity and the associated volume sold during the 12-month period prior to the date of acquisition.


(in thousands of gallons)
Fiscal 2023 Acquisitions
Acquisition Number	Month of Acquisition	Home Heating Oil and Propane		Other Petroleum Products		Total
1	October		556		403		959
2	November		494		—		494
			1,050		403		1,453


(in thousands of gallons)
Fiscal 2022 Acquisitions
Acquisition Number	Month of Acquisition	Home Heating Oil and Propane		Other Petroleum Products		Total
1	October		437		48		485
2	December		741		—		741
3	December		1,768		—		1,768
4	March		1,225		446		1,671
5	April		3,678		166		3,844
			7,849		660		8,509

Sale of Certain Assets

In October 2022 we sold certain assets, which included a customer list of approximately 6,500 customers, for $2.7 million (including a deferred purchase price of $0.5 million). The following table details sales generated from the assets sold:


	Years Ended September 30,
(in thousands)	2022		2021		2020
Volume:
Home heating oil and propane		2,147		2,163		2,345
Motor fuel and other petroleum products		27		37		38
Sales:
Petroleum products	$	9,355	$	6,102	$	6,524
Installations and services		1,323		1,384		1,292
Total Sales	$	10,678	$	7,486	$	7,816

Protected Price Account Renewals

A substantial majority of the Company’s price-protected customers have agreements with us that are subject to annual renewal in the period between April and November of each fiscal year. If a significant number of these customers elect not to renew their price-protected agreements with us and do not continue as our customers under a variable price-plan, the Company’s near term profitability, liquidity and cash flow will be adversely impacted.

Seasonality

The Company’s fiscal year ends on September 30. All references to quarters and years, respectively, in this document are to the fiscal quarters and fiscal years unless otherwise noted. The seasonal nature of our business has resulted, on average, during the last five years, in the sale of approximately 30% of the volume of home heating oil and propane in the first fiscal quarter and 50% of the volume in the second fiscal quarter, the peak heating season. Approximately 25% of the volume of motor fuel and other petroleum products is sold in each of the four fiscal quarters. We generally realize net income during the quarters ending December and March and net losses during the quarters ending June and September. In addition, sales volume typically fluctuates from year to year in response to variations in weather, wholesale energy prices and other factors.

Degree Day

A “degree day” is an industry measurement of temperature designed to evaluate energy demand and consumption. Degree days are based on how far the average daily temperature departs from 65°F. Each degree of temperature above 65°F is counted as one cooling degree day, and each degree of temperature below 65°F is counted as one heating degree day. Degree days are accumulated each day over the course of a year and can be compared to a monthly or a long-term (multi-year) average to see if a month or a year was warmer or cooler than usual. Degree days are officially observed by the National Weather Service.

Every ten years, the National Oceanic and Atmospheric Administration (“NOAA”) computes and publishes average meteorological quantities, including the average temperature for the last 30 years by geographical location, and the corresponding degree days. The latest and most widely used data covers the years from 1991 to 2020. Our calculations of “normal” weather are based on these published 30 year averages for heating degree days, weighted by volume for the locations where we have existing operations.

Consolidated Results of Operations

The following is a discussion of the consolidated results of operations of the Company and its subsidiaries and should be read in conjunction with the historical financial and operating data and Notes thereto included elsewhere in this Quarterly Report.

Three Months Ended June 30, 2023

Compared to the Three Months Ended June 30, 2022

Volume

For the three months ended June 30, 2023, retail volume of home heating oil and propane sold decreased by 10.6 million gallons, or 26.2%, to 30.1 million gallons, compared to 40.7 million gallons for the three months ended June 30, 2022. For those locations where we had existing operations during both periods, which we sometimes refer to as the “base business” (i.e., excluding acquisitions), temperatures (measured on a heating degree day basis) for the three months ended June 30, 2023 were 12.3% warmer than the three months ended June 30, 2022 and 19.4% warmer than normal, as reported by NOAA. For the twelve months ended June 30, 2023, net customer attrition for the base business was 3.1%. The impact of fuel conservation, along with any period-to-period differences in delivery scheduling, the timing of accounts added or lost during the fiscal years, equipment efficiency, and other volume variances not otherwise described, are included in the chart below under the heading “Other.” An analysis of the change in the retail volume of home heating oil and propane, which is based on management’s estimates, sampling, and other mathematical calculations and certain assumptions, is found below:


(in millions of gallons)	Heating Oil and Propane
Volume - Three months ended June 30, 2022		40.7
Net customer attrition		(1.4	)
Impact of warmer temperatures		(5.8	)
Acquisitions		0.1
Sale of certain assets		(0.3	)
Other		(3.2	)
Change		(10.6	)
Volume - Three months ended June 30, 2023		30.1

The following chart sets forth the percentage by volume of total home heating oil sold to residential variable-price customers, residential price-protected customers and commercial/industrial/other customers for the three months ended June 30, 2023, compared to the three months ended June 30, 2022:


	Three Months Ended
Customers	June 30, 2023			June 30, 2022
Residential Variable		39.9	%		41.9	%
Residential Price-Protected (Ceiling and Fixed Price)		46.4	%		46.5	%
Commercial/Industrial		13.7	%		11.6	%
Total		100.0	%		100.0	%

Volume of motor fuel and other petroleum products sold decreased by 2.2 million gallons, or 5.8%, to 35.9 million gallons for the three months ended June 30, 2023, compared to 38.1 million gallons for the three months ended June 30, 2022.

Product Sales

For the three months ended June 30, 2023, product sales decreased by $134.6 million, or 37.6%, to $223.6 million, compared to $358.2 million for the three months ended June 30, 2022, due to a decrease in total volume sold of 16.4% and a decrease in average selling prices. Selling prices decreased largely due to a decrease in wholesale product cost of $1.1292 per gallon, or 30.6%. Product volumes and wholesale product cost include heating oil, propane, motor fuels and other petroleum products.

Installations and Service

For the three months ended June 30, 2023, installation and service revenue decreased by $4.3 million, or 5.3%, to $76.6 million, compared to $80.9 million for the three months ended June 30, 2022 driven by a decrease in installation sales.

Cost of Product

For the three months ended June 30, 2023, cost of product decreased $122.1 million, or 41.9%, to $169.1 million, compared to $291.2 million for the three months ended June 30, 2022, due to a decrease in total volume sold of 16.4% and a decrease in wholesale product cost of $1.1292 per gallon, or 30.6%. Product volumes and wholesale product cost include heating oil, propane, motor fuels and other petroleum products.

Gross Profit — Product

The table below calculates our per gallon margins and reconciles product gross profit for home heating oil and propane and motor fuel and other petroleum products. We believe the change in home heating oil and propane margins should be evaluated before the effects of increases or decreases in the fair value of derivative instruments, as we believe that realized per gallon margins should not include the impact of non-cash changes in the market value of hedges before the settlement of the underlying transaction. On that basis, home heating oil and propane margins for the three months ended June 30, 2023 increased by $0.1251 per gallon, or 9.5%, to $1.4454 per gallon, from $1.3203 per gallon during the three months ended June 30, 2022. Going forward, we cannot assume that per gallon margins realized during the three months ended June 30, 2023 are sustainable especially with the volatility in heating oil and propane costs. Product sales and cost of product include home heating oil, propane, other petroleum products and liquidated damages billings.


	Three Months Ended
	June 30, 2023				June 30, 2022
Home Heating Oil and Propane	Amount (in millions)		Per Gallon		Amount (in millions)		Per Gallon
Volume		30.1				40.7
Sales	$	122.0	$	4.0581	$	189.2	$	4.6453
Cost	$	78.6	$	2.6127	$	135.4	$	3.3250
Gross Profit	$	43.4	$	1.4454	$	53.8	$	1.3203


Motor Fuel and Other Petroleum Products	Amount (in millions)		Per Gallon		Amount (in millions)		Per Gallon
Volume		35.9				38.1
Sales	$	101.6	$	2.8305	$	169.0	$	4.4339
Cost	$	90.5	$	2.5235	$	155.8	$	4.0873
Gross Profit	$	11.1	$	0.3070	$	13.2	$	0.3466


Total Product	Amount (in millions)		Amount (in millions)
Sales	$	223.6	$	358.2
Cost	$	169.1	$	291.2
Gross Profit	$	54.5	$	67.0

For the three months ended June 30, 2023, total product gross profit was $54.5 million, which was $12.5 million, or 18.7%, lower than the three months ended June 30, 2022, due to a decrease in home heating oil and propane volume sold ($14.0 million), decrease in gross profit from other petroleum products ($2.1 million), that was partially offset by an increase in home heating oil and propane margins ($3.6 million).

Cost of Installations and Service

Total installation costs for the three months ended June 30, 2023 decreased by $2.1 million or 8.6%, to $22.9 million, compared to $25.0 million of installation costs for the three months ended June 30, 2022. This decrease was largely due to lower installation sales. Installation costs as a percentage of installation sales were 83.4% for the three months ended June 30, 2023 and 82.5% for the three months ended June 30, 2022. Gross profit from installation decreased by $0.7 million.

Service expense decreased by $1.8 million, or 4.0%, to $43.7 million for the three months ended June 30, 2023, representing 89.0% of service sales, versus $45.5 million, or 90.1% of service sales, for the three months ended June 30, 2022. The warmer temperatures drove a decrease in service calls and related expenses. In addition, a large proportion of our service expenses are incurred under fixed-fee prepaid service contract arrangements, therefore trends in service expenses may not directly correlate to trends in the related revenues. Gross profit from service increased by $0.4 million.

We realized a combined gross profit from service and installation of $10.0 million for the three months ended June 30, 2023 compared to a gross profit of $10.3 million for the three months ended June 30, 2022, a $0.3 million decrease.

(Increase) Decrease in the Fair Value of Derivative Instruments

During the three months ended June 30, 2023, the change in the fair value of derivative instruments resulted in a $1.0 million credit as a decrease in the market value for unexpired hedges (a $6.5 million charge) was more than offset by a $7.5 million credit due to the expiration of certain hedged positions.

During the three months ended June 30, 2022, the change in the fair value of derivative instruments resulted in a $7.7 million credit due to an increase in the market value for unexpired hedges (a $19.7 million credit), partially offset by a $12.0 million charge due to the expiration of certain hedged positions.

Delivery and Branch Expenses

For the three months ended June 30, 2023, delivery and branch expense decreased $0.8 million, or 1.0%, to $83.1 million, compared to $83.9 million for the three months ended June 30, 2022, due to a $0.6 million decrease in vehicle fuels expense as a result of lower diesel and gasoline costs and a $0.2 million decrease in wage, benefit and other expenses.

Depreciation and Amortization Expenses

For the three months ended June 30, 2023, depreciation and amortization expenses decreased $0.4 million, or 4.7%, to $7.7 million, compared to $8.1 million for the three months ended June 30, 2022, primarily due to intangible assets that fully amortized in the prior fiscal year.

General and Administrative Expenses

For the three months ended June 30, 2023, general and administrative expenses decreased by $0.2 million or 3.0%, to $6.1 million, from $6.3 million for the three months ended June 30, 2022, due to a $0.5 million decrease in profit sharing expense and $0.1 million of other net expense reductions, that were partially offset by a $0.4 million increase in the Company's frozen pension expense. The Company accrues approximately 6.0% of Adjusted EBITDA as defined in its profit sharing plan for distribution to its employees. This amount is payable when the Company achieves Adjusted EBITDA of at least 70% of the amount budgeted. The dollar amount of the profit sharing pool adjusts accordingly based on Adjusted EBITDA levels achieved.

Finance Charge Income

For the three months ended June 30, 2023, finance charge income was $1.8 million essentially unchanged from the three months ended June 30, 2022.

Interest Expense, Net

For the three months ended June 30, 2023, net interest expense increased by $0.8 million, or 27.7%, to $3.4 million compared to $2.6 million for the three months ended June 30, 2022. The year-over-year change was driven by an increase in the weighted average interest rate from 3.2% for the three months ended June 30, 2022 to 6.7% for the three months ended June 30, 2023, that was partially offset by a decrease in average borrowings of $78.6 million from $253.1 million for the three months ended June 30, 2022 to $174.5 million for the three months ended June 30, 2023. To hedge against rising interest rates, the Company utilizes interest rate swaps. After giving effect to these interest rate swaps, approximately 55% of borrowings under Star's variable-rate long term debt were not subject to interest rate increases that occurred during the quarter.

Amortization of Debt Issuance Costs

For the three months ended June 30, 2023, amortization of debt issuance cost was $0.2 million, essentially unchanged from the three months ended June 30, 2022.

Income Tax Benefit

For the three months ended June 30, 2023, the Company’s income tax benefit increased by $5.5 million to $9.3 million, from $3.8 million for the three months ended June 30, 2022. The increase in the income tax benefit was driven by an $18.8 million increase in loss before income taxes.

Net Loss

For the three months ended June 30, 2023, Star’s net loss increased $13.3 million, to $23.9 million, compared to the three months ended June 30, 2022, primarily due to an increase in Adjusted EBITDA loss of $11.8 million, an unfavorable change in the fair value of derivative instruments of $6.6 million and a $0.8 million increase in interest expense that was partially offset by a $5.5 million increase in income tax benefit.

Adjusted EBITDA Loss

For the three months ended June 30, 2023, Adjusted EBITDA loss increased by $11.8 million, to $22.9 million, compared to the three months ended June 30, 2022, as an increase in per gallon margins was more than offset by a 10.6 million gallon decrease in home heating oil and propane volume sold.

EBITDA and Adjusted EBITDA should not be considered as an alternative to net income, as an indicator of operating performance, or as an alternative to cash flow, as a measure of liquidity or ability to service debt obligations, but provides additional information for evaluating the Company’s ability to make the Minimum Quarterly Distribution. EBITDA and Adjusted EBITDA are calculated as follows:


	Three Months Ended June 30,
(in thousands)	2023			2022
Net loss	$	(23,906	)	$	(10,587	)
Plus:
Income tax benefit		(9,290	)		(3,766	)
Amortization of debt issuance costs		245			222
Interest expense, net		3,365			2,635
Depreciation and amortization		7,684			8,067
EBITDA (a)		(21,902	)		(3,429	)
(Increase) / decrease in the fair value of derivative instruments		(1,036	)		(7,669	)
Adjusted EBITDA (a)		(22,938	)		(11,098	)
Add / (subtract)
Income tax benefit		9,290			3,766
Interest expense, net		(3,365	)		(2,635	)
Provision for losses on accounts receivable		3,742			3,097
Decrease in accounts receivables		116,224			72,459
Decrease (increase) in inventories		18,142			(1,924	)
Increase in customer credit balances		26,283			12,416
Change in deferred taxes		2,095			3,292
Change in other operating assets and liabilities		(32,925	)		(5,365	)
Net cash provided by operating activities	$	116,548		$	74,008
Net cash used in investing activities	$	(1,481	)	$	(11,267	)
Net cash used in financing activities	$	(80,006	)	$	(71,459	)

(a)

EBITDA (Earnings from continuing operations before net interest expense, income taxes, depreciation and amortization) and Adjusted EBITDA (Earnings from continuing operations before net interest expense, income taxes, depreciation and amortization, (increase) decrease in the fair value of derivatives, other income (loss), net, multiemployer pension plan withdrawal charge, gain or loss on debt redemption, goodwill impairment, and other non-cash and non-operating charges) are non-GAAP financial measures that are used as supplemental financial measures by management and external users of our financial statements, such as investors, commercial banks and research analysts, to assess:

• our compliance with certain financial covenants included in our debt agreements;

• our financial performance without regard to financing methods, capital structure, income taxes or historical cost basis;

• our operating performance and return on invested capital compared to those of other companies in the retail distribution of refined petroleum products, without regard to financing methods and capital structure;

• our ability to generate cash sufficient to pay interest on our indebtedness and to make distributions to our partners; and

• the viability of acquisitions and capital expenditure projects and the overall rates of return of alternative investment opportunities.

The method of calculating Adjusted EBITDA may not be consistent with that of other companies, and EBITDA and Adjusted EBITDA both have limitations as analytical tools and so should not be viewed in isolation but in conjunction with measurements that are computed in accordance with GAAP. Some of the limitations of EBITDA and Adjusted EBITDA are:

• EBITDA and Adjusted EBITDA do not reflect our cash used for capital expenditures.

• Although depreciation and amortization are non-cash charges, the assets being depreciated or amortized often will have to be replaced and EBITDA and Adjusted EBITDA do not reflect the cash requirements for such replacements;

• EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital requirements;

• EBITDA and Adjusted EBITDA do not reflect the cash necessary to make payments of interest or principal on our indebtedness; and EBITDA and Adjusted EBITDA do not reflect the cash required to pay taxes.

Nine Months Ended June 30, 2023

Compared to the Nine Months Ended June 30, 2022

Volume

For the nine months ended June 30, 2023, retail volume of home heating oil and propane sold decreased by 36.3 million gallons, or 13.1%, to 240.4 million gallons, compared to 276.7 million gallons for the nine months ended June 30, 2022. For those locations where we had existing operations during both periods, which we sometimes refer to as the “base business” (i.e., excluding acquisitions), temperatures (measured on a heating degree day basis) for the nine months ended June 30, 2023 were the third warmest in the last 123 years in the New York City metropolitan area. For the nine months ended June 30, 2023 temperatures were 7.7% warmer than the nine months ended June 30, 2022 and 16.3% warmer than normal, as reported by NOAA. For the twelve months ended June 30, 2023, net customer attrition for the base business was 3.1%. The impact of fuel conservation, along with any period-to-period differences in delivery scheduling, the timing of accounts added or lost during the fiscal years, equipment efficiency, and other volume variances not otherwise described, are included in the chart below under the heading “Other.” An analysis of the change in the retail volume of home heating oil and propane, which is based on management’s estimates, sampling, and other mathematical calculations and certain assumptions, is found below:


(in millions of gallons)	Heating Oil and Propane
Volume - Nine months ended June 30, 2022		276.7
Net customer attrition		(10.6	)
Impact of warmer temperatures		(20.7	)
Acquisitions		3.3
Sale of certain assets		(1.9	)
Other		(6.4	)
Change		(36.3	)
Volume - Nine months ended June 30, 2023		240.4

The following chart sets forth the percentage by volume of total home heating oil sold to residential variable-price customers, residential price-protected customers and commercial/industrial/other customers for the nine months ended June 30, 2023, compared to the nine months ended June 30, 2022:


	Nine Months Ended
Customers	June 30, 2023			June 30, 2022
Residential Variable		42.4	%		44.3	%
Residential Price-Protected (Ceiling and Fixed Price)		44.8	%		43.3	%
Commercial/Industrial		12.8	%		12.4	%
Total		100.0	%		100.0	%

Volume of motor fuel and other petroleum products sold decreased by 9.0 million gallons, or 7.9%, to 104.7 million gallons for the nine months ended June 30, 2023, compared to 113.7 million gallons for the nine months ended June 30, 2022.

Product Sales

For the nine months ended June 30, 2023, product sales decreased by $19.3 million, or 1.3%, to $1,462.7 million, compared to $1,482.0 million for the nine months ended June 30, 2022, due to a decrease in total volume sold of 11.6% that was partially offset by a $0.3447 per gallon, or 12.7% increase in wholesale product cost. Product volumes and wholesale product cost include heating oil, propane, motor fuels and other petroleum products.

Installations and Service

For the nine months ended June 30, 2023, installation and service revenue decreased by $4.8 million, or 2.1%, to $223.2 million, compared to $228.0 million for the nine months ended June 30, 2022, as a decrease in installation sales of $5.0 million was partially offset by an increase in service revenue of $0.2 million.

Cost of Product

For the nine months ended June 30, 2023, cost of product decreased $3.7 million, or 0.4%, to $1,054.5 million, compared to $1,058.2 million for the nine months ended June 30, 2022 due to a decrease in total volume sold of 11.6% that was partially offset by a $0.3447 per gallon, or 12.7%, increase in wholesale product cost. Product volumes and wholesale product cost include heating oil, propane, motor fuels and other petroleum products.

Gross Profit — Product

The table below calculates our per gallon margins and reconciles product gross profit for home heating oil and propane and motor fuel and other petroleum products. We believe the change in home heating oil and propane margins should be evaluated before the effects of increases or decreases in the fair value of derivative instruments, as we believe that realized per gallon margins should not include the impact of non-cash changes in the market value of hedges before the settlement of the underlying transaction. On that basis, home heating oil and propane margins for the nine months ended June 30, 2023 increased by $0.1521 per gallon, or 10.8%, to $1.5567 per gallon, from $1.4046 per gallon during the nine months ended June 30, 2022. Going forward, we cannot assume that per gallon margins realized during the nine months ended June 30, 2023 are sustainable especially with the volatility in heating oil and propane costs. Product sales and cost of product include home heating oil, propane, other petroleum products and liquidated damages billings.


	Nine Months Ended
	June 30, 2023				June 30, 2022
Home Heating Oil and Propane	Amount (in millions)		Per Gallon		Amount (in millions)		Per Gallon
Volume		240.4				276.7
Sales	$	1,124.0	$	4.6754	$	1,088.5	$	3.9342
Cost	$	749.8	$	3.1187	$	699.9	$	2.5296
Gross Profit	$	374.2	$	1.5567	$	388.6	$	1.4046


Motor Fuel and Other Petroleum Products	Amount (in millions)		Per Gallon		Amount (in millions)		Per Gallon
Volume		104.7				113.7
Sales	$	338.7	$	3.2342	$	393.5	$	3.4601
Cost	$	304.7	$	2.9095	$	358.3	$	3.1506
Gross Profit	$	34.0	$	0.3247	$	35.2	$	0.3095


Total Product	Amount (in millions)		Amount (in millions)
Sales	$	1,462.7	$	1,482.0
Cost	$	1,054.5	$	1,058.2
Gross Profit	$	408.2	$	423.8

For the nine months ended June 30, 2023, total product gross profit was $408.2 million, which was $15.6 million, or 3.7%, lower than the nine months ended June 30, 2022, due to a decrease in home heating oil and propane volume sold ($51.0 million) and a decrease in gross profit from other petroleum products ($1.2 million largely due to a decrease in volume sold) that was partially offset by an increase in home heating oil and propane margins ($36.6 million).

Cost of Installations and Service

Total installation costs for the nine months ended June 30, 2023 decreased by $3.4 million or 4.5%, to $71.0 million, compared to $74.4 million of installation costs for the nine months ended June 30, 2022, primarily due to lower installations revenue. Installation costs as a percentage of installation sales were 83.1% for the nine months ended June 30, 2023 and 82.3% for the nine months ended June 30, 2022. Gross profit from installation decreased by $1.5 million due in part to reduced installation sales as a result of the warmer temperatures.

For the nine months ended June 30, 2023, service expense was $140.4 million, essentially unchanged from the nine months ended June 30, 2022, representing 101.9% of service sales, versus 102.0% of service sales, for the nine months ended June 30, 2022. A large proportion of our service expenses are incurred under fixed-fee prepaid service contract arrangements, therefore trends in service expenses may not directly correlate to trends in the related revenues. Gross loss from service decreased by $0.1 million.

We realized a combined gross profit from service and installation of $11.8 million for the nine months ended June 30, 2023 compared to a gross profit of $13.2 million for the nine months ended June 30, 2022, a $1.4 million decrease.

(Increase) Decrease in the Fair Value of Derivative Instruments

During the nine months ended June 30, 2023, the change in the fair value of derivative instruments resulted in a $19.6 million charge due to a decrease in the market value for unexpired hedges (a $13.5 million charge) and a $6.1 million charge due to the expiration of certain hedged positions.

During the nine months ended June 30, 2022, the change in the fair value of derivative instruments resulted in an $11.9 million credit due to an increase in the market value for unexpired hedges (a $33.6 million credit), partially offset by a $21.7 million charge due to the expiration of certain hedged positions.

Delivery and Branch Expenses

For the nine months ended June 30, 2023, delivery and branch expense decreased $3.4 million, or 1.2%, to $277.0 million, compared to $280.4 million for the nine months ended June 30, 2022, due to an $11.4 million higher benefit recorded from the Company’s weather hedge that was partially offset by a $6.0 million, or 2.2%, increase in expense within the base business and additional costs from acquisitions of $2.0 million. The increase in base business expenses was driven by a $3.8 million increase in bad debts and credit card fees, a $2.2 million increase in vehicle fuel expenses due to higher diesel and gasoline costs, and a $1.9 million, or a 0.7%, increase in wage, benefit and other expenses, that was partially offset by a $1.9 million decrease in insurance claims expense. Temperatures for the nine months ended June 30, 2023 were 7.7% warmer than nine months ended June 30, 2022 and 16.3% warmer than normal, as reported by NOAA. As of June 30, 2023 we recorded a benefit of $12.5 million under our weather hedge program that decreased delivery and branch expenses, versus a benefit of $1.1 million as of June 30, 2022.

Depreciation and Amortization Expenses

For the nine months ended June 30, 2023, depreciation and amortization expenses decreased $1.5 million, or 5.9%, to $23.1 million, compared to $24.6 million for the nine months ended June 30, 2022, primarily due to intangible assets that fully amortized in the prior fiscal year.

General and Administrative Expenses

For the nine months ended June 30, 2023, general and administrative expenses increased by $0.8 million or 4.2%, to $19.6 million, from $18.8 million for the nine months ended June 30, 2022, due to a $1.2 million increase in the Company's frozen pension expense, $0.6 million of increases in salaries and benefits expenses and $0.2 million of other net expense increases that were partially offset by a $0.7 million decrease in profit sharing expense and a $0.5 million decrease in legal and professional expenses. The Company accrues approximately 6.0% of Adjusted EBITDA as defined in its profit sharing plan for distribution to its employees. This amount is payable when the Company achieves Adjusted EBITDA of at least 70% of the amount budgeted. The dollar amount of the profit sharing pool adjusts accordingly based on Adjusted EBITDA levels achieved.

Finance Charge Income

For the nine months ended June 30, 2023, finance charge income increased to $4.9 million from $3.3 million for the nine months ended June 30, 2022, primarily due to higher customer late payment charges.

Interest Expense, Net

For the nine months ended June 30, 2023, net interest expense increased by $5.2 million, or 69.8%, to $12.6 million compared to $7.4 million for the nine months ended June 30, 2022. The year-over-year change was driven by an increase in the weighted average interest rate from 3.2% for the nine months ended June 30, 2022 to 6.3% for the nine months ended June 30, 2023. To hedge against rising interest rates, the Company utilizes interest rate swaps. After giving effect to these interest rate swaps, approximately 55% of borrowings under Star's variable-rate long term debt were not subject to interest rate increases that occurred during the nine months ended June 30, 2023.

Amortization of Debt Issuance Costs

For the nine months ended June 30, 2023, amortization of debt issuance cost increased to $0.8 million from $0.7 million for the nine months ended June 30, 2022.

Income Tax Expense

For the nine months ended June 30, 2023, the Company’s income tax expense decreased by $14.6 million to $20.4 million, from $35.0 million for the nine months ended June 30, 2022. The decrease in the income tax expense was driven by a $48.2 million decline in income before income taxes and a decrease in the effective income tax rate from 29.1% for the nine months ended June 30, 2022 to 28.3% for the nine months ended June 30, 2023 due primarily to a decrease in state income taxes.

Net Income

For the nine months ended June 30, 2023, Star’s net income decreased $33.6 million, to $51.7 million, compared to the nine months ended June 30, 2022, primarily due to an unfavorable change in the fair value of derivative instruments of $31.5 million, a decrease in Adjusted EBITDA of $12.8 million and a $5.2 million increase in interest expense that was partially offset by an $14.6 million decrease in income tax expense.

Adjusted EBITDA

For the nine months ended June 30, 2023, Adjusted EBITDA decreased by $12.8 million, to $128.3 million, compared to the nine months ended June 30, 2022, as a decrease in home heating oil and propane volume of 36.3 million gallons more than offset an increase in per gallon margins and an $11.4 million higher benefit recorded from the Company’s weather hedge. Temperatures for the nine months ended June 30, 2023 were the third warmest in the last 123 years in the New York City metropolitan area. Temperatures were 7.7% warmer than the nine months ended June 30, 2022 and 16.3% warmer than normal, as reported by NOAA. As of June 30, 2023, the Company recorded a benefit of $12.5 million under its weather hedge program that decreased delivery and branch expenses, versus a benefit of $1.1 million as of June 30, 2022.


	Nine Months Ended June 30,
(in thousands)	2023			2022
Net income	$	51,674		$	85,281
Plus:
Income tax expense		20,426			34,972
Amortization of debt issuance costs		832			698
Interest expense, net		12,602			7,422
Depreciation and amortization		23,147			24,596
EBITDA (a)		108,681			152,969
(Increase) / decrease in the fair value of derivative instruments		19,622			(11,881	)
Adjusted EBITDA (a)		128,303			141,088
Add / (subtract)
Income tax expense		(20,426	)		(34,972	)
Interest expense, net		(12,602	)		(7,422	)
Provision for losses on accounts receivable		8,510			5,264
Increase in accounts receivables		(8,540	)		(92,604	)
Decrease (increase) in inventories		29,751			(19,972	)
Decrease in customer credit balances		(15,485	)		(38,497	)
Change in deferred taxes		(10,284	)		7,837
Change in other operating assets and liabilities		3,488			7,845
Net cash provided by (used in) operating activities	$	102,715		$	(31,433	)
Net cash used in investing activities	$	(5,580	)	$	(24,770	)
Net cash (used in) provided by financing activities	$	(54,609	)	$	60,400

(a)

• our compliance with certain financial covenants included in our debt agreements;

• our financial performance without regard to financing methods, capital structure, income taxes or historical cost basis;

• our ability to generate cash sufficient to pay interest on our indebtedness and to make distributions to our partners; and

• the viability of acquisitions and capital expenditure projects and the overall rates of return of alternative investment opportunities.

• EBITDA and Adjusted EBITDA do not reflect our cash used for capital expenditures.

• EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital requirements;

DISCUSSION OF CASH FLOWS

We use the indirect method to prepare our Consolidated Statements of Cash Flows. Under this method, we reconcile net income to cash flows provided by operating activities by adjusting net income for those items that impact net income but do not result in actual cash receipts or payment during the period.

Operating Activities

Due to the seasonal nature of our business, cash is generally used in operations during the winter (our first and second fiscal quarters) as we require additional working capital to support the high volume of sales during this period, and cash is generally provided by operating activities during the spring and summer (our third and fourth fiscal quarters) when customer payments exceed the cost of deliveries.

During the nine months ended June 30, 2023, cash provided by operating activities increased $134.1 million, to $102.7 million, compared to $31.4 million in cash used in operating activities during the nine months ended June 30, 2022. The increase was driven by an increase in collection of trade receivables on a comparable basis (including accounts receivable and customer credit balance accounts) of $107.1 million due primarily to higher average sales prices resulting from higher average product costs and a $49.7 million decrease in cash required to purchase liquid product inventory. Further contributing to the increase was a $16.9 million decrease in net cash paid for certain hedge positions, a $6.9 million increase in collection of derivative settlement receivables on a comparative basis and $3.4 million of other net changes in working capital. The increase was partially offset by a $26.4 million unfavorable change in accounts payable due to the pricing and timing of inventory purchases, an $18.3 million decrease in cash flows from operations and $5.2 million more in payroll taxes paid in the first fiscal quarter of 2023 versus the first fiscal quarter of 2022 as the result of deferring payment of certain payroll tax withholdings in first quarter of fiscal 2021 to the first fiscal quarter of fiscal 2023.

Investing Activities

During the nine months ended June 30, 2023, the Company acquired two heating oil dealers for an aggregate price of approximately $1.2 million (using $1.2 million in cash). The gross purchase price was allocated $1.7 million to intangible assets, $0.2 million to goodwill, $0.2 million to fixed assets and reduced by $0.9 million of negative working capital. On October 25, 2022, the Company sold certain assets for cash proceeds of $2.2 million.

Our capital expenditures for the nine months ended June 30, 2023 totaled $6.7 million, as we invested in computer hardware and software ($0.6 million), refurbished certain physical plants ($0.7 million), expanded our propane operations ($1.0 million) and made additions to our fleet and other equipment ($4.4 million).

During the nine months ended June 30, 2023, $0.7 million of earnings were reinvested into an irrevocable trust established in connection with our captive insurance company. The cash deposited into the trust is shown on our balance sheet as captive insurance collateral and, correspondingly, reduced cash on our balance sheet. We believe that investments into the irrevocable trust lower our letter of credit fees, increase interest income on invested cash balances, and provide us with certain tax advantages attributable to a captive insurance company.

During the nine months ended June 30, 2022, the Company acquired five heating oil dealers for an aggregate price of approximately $15.6 million (using $13.1 million in cash and assuming $2.5 million in deferred liabilities). The gross purchase price was allocated $7.3 million to intangible assets, $3.1 million to goodwill, $5.6 million to fixed assets and reduced by $0.4 million of negative working capital.

Our capital expenditures for the nine months ended June 30, 2022 totaled $11.7 million, as we invested in computer hardware and software ($1.3 million), refurbished certain physical plants ($2.4 million), expanded our propane operations ($2.6 million) and made additions to our fleet and other equipment ($5.4 million).

During the nine months ended June 30, 2022, $0.6 million of earnings were reinvested into the irrevocable trust.

Financing Activities

During the nine months ended June 30, 2023, we repaid $12.4 million of our term loan, borrowed $125.6 million under our revolving credit facility and subsequently repaid $145.7 million, repurchased 0.5 million Common Units for $4.5 million, in connection with our unit repurchase plan, and paid distributions of $16.7 million to our Common Unit holders and $0.9 million to our General Partner unit holders (including $0.8 million of incentive distributions as provided in our Partnership Agreement).

During the nine months ended June 30, 2022, we repaid $14.6 million of our term loan, borrowed $200.2 million under our revolving credit facility and subsequently repaid $79.5 million, repurchased 2.6 million Common Units for $27.3 million primarily in connection with our unit repurchase plan, and paid distributions of $16.6 million to our Common Unit holders and $0.8 million to our General Partner unit holders (including $0.8 million of incentive distributions as provided in our Partnership Agreement).

FINANCING AND SOURCES OF LIQUIDITY

Liquidity and Capital Resources Comparatives

Our primary uses of liquidity are to provide funds for our working capital, capital expenditures, distributions on our units, acquisitions and unit repurchases. Our ability to provide funds for such uses depends on our future performance, which will be subject to prevailing economic, financial, geopolitical and business conditions, especially in light of the war in the Ukraine, weather, the ability to collect current and future accounts receivable, the ability to pass on the full impact of high product costs to customers, the effects of high net customer attrition, conservation, inflation and other factors. Capital requirements, at least in the near term, are expected to be provided by cash flows from operating activities, cash on hand as of June 30, 2023 ($57.1 million) or a combination thereof. We believe that these cash sources will also be sufficient to satisfy our capital requirements in the longer-term. However, if they are not sufficient, we anticipate that working capital will be financed by our revolving credit facility, as discussed below, and from subsequent seasonal reductions in inventory and accounts receivable. As of June 30, 2023, we had accounts receivable of $139.3 million of which $96.6 million is due from residential customers and $42.7 million is due from commercial customers. Our ability to borrow from our bank group is based in part on the aging of these accounts receivable. If these balances do not meet the eligibility tests as defined in our sixth amended and restated credit agreement, our ability to borrow will be reduced and our anticipated cash flow from operating activities will also be reduced. As of June 30, 2023, we had $0.2 million of borrowings under our revolving credit facility, $152.6 million outstanding under our term loan, $3.1 million in letters of credit outstanding and $9.8 million hedge positions were secured under the credit agreement.

Under the terms of the sixth amended and restated credit agreement, we are required to maintain at all times a fixed charge coverage ratio of not less than 1.1 if Availability (borrowing base less amounts borrowed and letters of credit issued) is less than 12.5% of the maximum facility size. We are also required to maintain a senior secured leverage ratio that cannot be more than 3.0 as of June 30th or September 30th, and no more than 5.5 as of December 31st or March 31st. As of June 30, 2023, Availability, as defined in the sixth amended and restated revolving credit facility agreement, was $218.0 million and we were in compliance with the financial covenants.

Maintenance capital expenditures for the remainder of fiscal 2023 are estimated to be approximately $3.0 million to $5.0 million, excluding the capital requirements for leased fleet. In addition, we plan to invest approximately $0.5 million in our propane operations. If, and only to the extent that, cash distributions to our unitholders remain at the current quarterly level of $0.1625 per unit for the balance of fiscal 2023, the Company would make aggregate payments of approximately $5.8 million to Common Unit holders,

$0.3 million to our General Partner (including $0.3 million of incentive distribution as provided for in our Partnership Agreement) and $0.3 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. The amount of cash distributions payable to our unitholders, if any, depends on the amount of cash flow generated by the Company and our compliance with certain financial covenants under our sixth amended and restated revolving credit facility agreement. Under the terms of our sixth amended and restated revolving credit facility agreement, our term loan is repayable in quarterly payments of $4.1 million and we expect to pay $4.1 million for the remainder of fiscal 2023. Further, subject to any additional liquidity issues or concerns resulting from wholesale price volatility and our compliance with the financial covenants under our sixth amended and restated revolving credit facility agreement, we may repurchase Common Units pursuant to our unit repurchase plan, as amended from time to time, and seek attractive acquisition opportunities within the Availability constraints of our revolving credit facility and funding resources.

Contractual Obligations and Off-Balance Sheet Arrangements

There has been no material change to Contractual Obligations and Off-Balance Sheet Arrangements since our September 30, 2022 Form 10-K disclosure and therefore, the table has not been included in this Form 10-Q.

Recent Accounting Pronouncements

Refer to Note 2 – Summary of Significant Accounting Policies for discussion regarding the impact of accounting standards that were recently adopted and issued but not yet effective, on our consolidated financial statements.

Critical Accounting Policy and Critical Accounting Estimates

We believe that there have been no significant changes to our critical accounting policy and critical accounting estimates during the nine months ended June 30, 2023 as compared to those we disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our annual report on Form 10-K for the fiscal year ended September 30, 2022. While our critical accounting policies and estimates have not changed in any significant way during the nine months ended June 30, 2023, the following provides disclosures about our critical accounting policy and critical accounting estimates.

Critical Accounting Policy

Fair Values of Derivatives

FASB ASC 815-10-05, Derivatives and Hedging, requires that derivative instruments be recorded at fair value and included in the consolidated balance sheet as assets or liabilities. The Company has elected not to designate its commodity derivative instruments as hedging instruments under this guidance, and therefore the change in fair value of those derivative instruments are recognized in our statement of operations.

We have established the fair value of our derivative instruments using estimates determined by our counterparties and subsequently evaluated them internally using established index prices and other sources. These values are based upon, among other things, futures prices, volatility, time-to-maturity value and credit risk. The estimate of fair value we report in our financial statements changes as these estimates are revised to reflect actual results, changes in market conditions, or other factors, many of which are beyond our control.

Critical Accounting Estimates

Self-Insurance Liabilities

We currently self-insure a portion of workers’ compensation, auto, general liability and medical claims. We establish and periodically evaluate self-insurance liabilities based upon expectations as to what our ultimate liability may be for outstanding claims using developmental factors based upon historical claim experience, including frequency, severity, demographic factors and other actuarial assumptions, supplemented with the support of a qualified third-party actuary. As of September 30, 2022, we had approximately $79.9 million of self-insurance liabilities. The ultimate resolution of these claims could differ materially from the assumptions used to calculate the self-insurance liabilities, which could have a material adverse effect on results of operations.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

We are exposed to interest rate risk primarily through our bank credit facilities. We utilize these borrowings to meet our working capital needs.

At June 30, 2023, we had outstanding borrowings totaling $152.8 million, of which $96.4 million are subject to variable interest rates under our credit agreement. In the event that interest rates associated with this facility were to increase 100 basis points, the after tax impact on annual future cash flows would be a decrease of $0.7 million.

Market Risk

We regularly use derivative financial instruments to manage our exposure to market risk related to changes in the current and future market price of home heating oil and vehicle fuels. The value of market sensitive derivative instruments is subject to change as a result of movements in market prices. Sensitivity analysis is a technique used to evaluate the impact of hypothetical market value changes. Based on a hypothetical ten percent increase in the cost of product at June 30, 2023, the potential impact on our hedging activity would be to increase the fair market value of these outstanding derivatives by $5.0 million to a fair market value of $(6.2) million; and conversely a hypothetical ten percent decrease in the cost of product would decrease the fair market value of these outstanding derivatives by $3.4 million to a fair market value of $(14.6) million.

Item 4.

Controls and Procedures

a) Evaluation of disclosure controls and procedures

The General Partner’s chief executive officer and chief financial officer evaluated the effectiveness of the Company’s disclosure controls and procedures (as that term is defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended) as of June 30, 2023. Based on that evaluation, such chief executive officer and chief financial officer concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2023 at the reasonable level of assurance. For purposes of Rule 13a-15(e), the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Act”) (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

b) Change in internal control over financial reporting

No changes in the Company’s internal control over financial reporting occurred during the Company’s most recent fiscal quarter that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.

c) Other

The General Partner and the Company believe that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a Company have been detected. Therefore, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Our disclosure controls and procedures are designed to provide such reasonable assurances of achieving our desired control objectives, and the chief executive officer and chief financial officer of the General Partner have concluded, as of June 30, 2023, that our disclosure controls and procedures were effective in achieving that level of reasonable assurance.

PART II OTHER INFORMATION

Item 1.

Legal Proceedings

In the opinion of management, we are not a party to any litigation, which individually or in the aggregate could reasonably be expected to have a material adverse effect on our results of operations, financial position or liquidity.

Item 1A.

Risk Factors

In addition to the other information set forth in this Report, investors should carefully review and consider the information regarding certain factors, which could materially affect our business, results of operations, financial condition and cash flows set forth in Part I Item 1A. “Risk Factors” in our Fiscal 2022 Form 10-K. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

Item 2.

Purchase of Equity Securities by Issuer

Note 4 to the Condensed Consolidated Financial Statements concerning the Company’s repurchase of Common Units during the nine months ended June 30, 2023 is incorporated into this Item 2 by reference.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

N/A

Item 5.

Other Information

(a) N/A

(b) N/A

(c) Trading Plans. During the quarter ended June 30, 2023, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements.

Item 6.

Exhibits

(a)

Exhibits Included Within:



3.1	Amended and Restated Certificate of Limited Partnership (Incorporated by reference to an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on May 9, 2006.)

3.2	Certificate of Amendment to Amended and Restated Certificate of Limited Partnership (Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K with the Commission on October 27, 2017.)

3.3	Third Amended and Restated Agreement of Limited Partnership (Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K with the Commission on November 6, 2017.)

4.1	Unit Purchase Rights Agreement, dated as of March 24, 2023, by and between the Registrant and Computershare Trust Company, N.A., as rights agent, which includes the form of Rights Certificate as Exhibit A thereto (Incorporated by reference to an exhibit to the Registrant’s Registration Statement on Form 8-A filed with the Commission on March 24, 2023.)

31.1*	Certification of Chief Executive Officer, Star Group, L.P., pursuant to Rule 13a-14(a)/15d-14(a).

31.2*	Certification of Chief Financial Officer, Star Group, L.P., pursuant to Rule 13a-14(a)/15d-14(a).

32.1**	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101	The following materials from the Star Group, L.P. Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Partners’ Capital, (v) the Condensed Consolidated Statements of Cash Flows and (vi) related notes.

101.INS	Inline XBRL Instance Document.

101.SCH	Inline XBRL Taxonomy Extension Schema Document.

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.

104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* Filed herewith

** The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf of the undersigned thereunto duly authorized:



Star Group, L.P.
(Registrant)

By:	Kestrel Heat LLC AS GENERAL PARTNER


Signature	Title	Date

/s/ Richard F. Ambury Richard F. Ambury	Executive Vice President, Chief Financial Officer, Treasurer and Secretary of Kestrel Heat LLC (Principal Financial Officer)	August 2, 2023

Signature	Title	Date

/s/ Cory A. Czekanski Cory A. Czekanski	Vice President – Controller of Kestrel Heat LLC (Principal Accounting Officer)	August 2, 2023