SGU Star Group LP

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

 

FORM 8-K

_________________

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 4, 2024

_______________________________

 

STAR GROUP, L.P.

(Exact name of registrant as specified in its charter)

_______________________________

 

Delaware	001-14129	06-1437793
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

 

9 West Broad Street, Suite 310

Stamford, CT 06902

(Address of Principal Executive Offices) (Zip Code)

 

(203) 328-7310

(Registrant's telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

_______________________________

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. ☐

 

Item 2.02. Results of Operations and Financial Condition.

On December 4, 2024, Star Group, L.P., a Delaware partnership, issued a press release announcing its financial results for the fiscal fourth quarter and fiscal year ended September 30, 2024. A copy of the press release is furnished within this report as Exhibit 99.1.

The information in this report is being furnished and is not deemed as "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference in any filings under the Securities Act of 1933, as amended, unless specifically stated so therein. 

Item 7.01. Regulation FD Disclosure.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit 99.1	A copy of the Star Group, L.P. Press Release dated December 4, 2024
Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	STAR GROUP, L.P.
	By: Kestrel Heat, LLC (General Partner)
Date: December 4, 2024	By:	/s/ Richard F. Ambury
		Richard F. Ambury
		Chief Financial Officer Principal Financial Officer

 

EXHIBIT 99.1

Star Group, L.P. Reports Fiscal 2024 Fourth Quarter Results

STAMFORD, Conn., Dec. 04, 2024 (GLOBE NEWSWIRE) -- Star Group, L.P. (the "Company" or "Star") (NYSE:SGU), a home energy distributor and services provider, today announced financial results for its fiscal 2024 fourth quarter and year ended September 30, 2024.

Three Months Ended September 30, 2024 Compared to the Three Months Ended September 30, 2023
For the fiscal 2024 fourth quarter, Star reported a 10.0 percent decrease in total revenue to $240.3 million compared with $266.9 million in the prior-year period, reflecting slightly lower volumes sold and a decrease in selling prices for petroleum products, partially offset by higher service and installation revenue. The volume of home heating oil and propane sold during the fiscal 2024 fourth quarter decreased by 0.3 million gallons, or 1.5 percent, to 18.5 million gallons, as the additional volume provided from acquisitions was more than offset by the impact of net customer attrition and other factors.

Star’s net loss increased by $15.4 million in the quarter, to $35.1 million, as a $28.4 million unfavorable change in the fair value of derivative instruments was only partially offset by a $9.1 million increase in income tax benefit, $1.7 million decrease in Adjusted EBITDA loss, $1.1 million decrease in depreciation and amortization expenses, and $1.1 million lower net interest expense.

The Company reported a fourth quarter Adjusted EBITDA loss (a non-GAAP measure defined below) of $29.7 million, or $1.7 million less than in the prior year period, as higher home heating oil and propane per-gallon margins, an increase in service and installation profitability, and additional EBITDA from acquisitions, more than offset an increase in operating expenses and a decline in home heating oil and propane volume sold.

“As we move into the heating season and begin a new fiscal year, it’s a great time to reflect on the past twelve months’ performance,” said Jeff Woosnam, Star Group’s President and Chief Executive Officer. “Temperatures in fiscal 2024 were roughly flat year-over-year, and total revenue fell modestly due to slightly lower volumes and selling prices. However, full year Adjusted EBITDA rose by $14.7 million, reflecting an increase in home heating oil and propane per-gallon margins and higher service and installation profitability. We continue to focus on cost containment and the pursuit of attractive acquisitions. At the same time, we remain vigilant in working to address net customer attrition which, at 4.2% in fiscal 2024, was up slightly year-over-year. As we enter the heating season, we believe the Company is well prepared to respond to anything Mother Nature throws our way, while providing our customers with superior customer service.”

Fiscal 2024 Compared to Fiscal 2023
For fiscal 2024, Star reported a 9.6 percent decrease in total revenue to $1.8 billion compared with $2.0 billion in the prior-year period, reflecting a decrease in total volume sold and a decline in selling prices in response to lower wholesale product costs. The volume of home heating oil and propane sold during fiscal 2024 declined by 5.8 million gallons, or 2.2 percent, to 253.4 million gallons as the additional volume provided from acquisitions and other factors was more than offset by net customer attrition. Temperatures in Star’s geographic areas of operation were less than 0.1 percent warmer than during the prior-year period but 15.1 percent warmer than normal, as reported by the National Oceanic and Atmospheric Administration.

Star’s net income increased by $3.3 million for fiscal 2024, to $35.2 million, as a $14.7 million increase in Adjusted EBITDA, a $3.9 million decrease in net interest expense, a $0.9 million decrease in depreciation and amortization expenses and a $0.7 million decrease in income tax expense were largely offset by a $17.0 million unfavorable change in the fair value of derivative instruments.

Adjusted EBITDA for fiscal 2024 increased by $14.7 million, to $111.6 million, as an increase in home heating oil and propane per-gallon margins, an increase in service and installation profitability and the additional Adjusted EBITDA from acquisitions more than offset a 10.9 million gallon decrease in home heating oil and propane volume in the base business, a $5.0 million reduction in the Company’s weather hedge benefit and an increase in base business total operating expenses.

EBITDA and Adjusted EBITDA (Non-GAAP Financial Measures)
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 the Company’s financial statements, such as investors, commercial banks and research analysts, to assess Star’s position with regard to the following:

• compliance with certain financial covenants included in our debt agreements;
• financial performance without regard to financing methods, capital structure, income taxes or historical cost basis;
• 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;
• ability to generate cash sufficient to pay interest on our indebtedness and to make distributions to our partners; and
• the viability of acquisitions, 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 as follows:

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

REMINDER:
Members of Star's management team will host a webcast and conference call at 11:00 a.m. Eastern Time tomorrow, December 5, 2024. The webcast will be accessible on the company’s website, at www.stargrouplp.com, and the telephone number for the conference call is 888-346-3470 (or 412-317-5169 for international callers).

About Star Group, L.P.
Star Group, L.P. is a full service provider specializing in the sale of home heating products and services to residential and commercial customers to heat their homes and buildings. The Company also sells and services heating and air conditioning equipment to its home heating oil and propane customers and, to a lesser extent, provides these offerings to customers outside of its home heating oil and propane customer base. Star also sells diesel, gasoline and home heating oil on a delivery only basis. We believe Star is the nation's largest retail distributor of home heating oil based upon sales volume. Including its propane locations, Star serves customers in the more northern and eastern states within the Northeast and Mid-Atlantic U.S. regions. Additional information is available by obtaining the Company's SEC filings at www.sec.gov and by visiting Star's website at www.stargrouplp.com, where unit holders may request a hard copy of Star’s complete audited financial statements free of charge.

Forward Looking Information
This news release includes "forward-looking statements" which represent the Company’s expectations or beliefs concerning future events that involve risks and uncertainties, including the impact of geopolitical events 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, 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 and electrification of heating systems, global health pandemics, recessionary economic conditions, 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, 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. 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 under the heading "Risk Factors" and "Business Strategy" in our Annual Report on Form 10-K (the "Form 10-K") for the fiscal year ended September 30, 2024. Important factors that could cause actual results to differ materially from the Company’s expectations ("Cautionary Statements") are disclosed in this news release and in the Company’s Form 10-K and our Quarterly Reports on Form 10-Q. 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, the Company undertakes 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 news release.

(financials follow)

STAR GROUP, L.P. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
		September 30,
(in thousands)			2024				2023
ASSETS
Current assets
Cash and cash equivalents		$	117,335			$	45,191
Receivables, net of allowance of $6,434 and $8,375, respectively			94,981				114,079
Inventories			41,587				56,463
Fair asset value of derivative instruments			—				10,660
Prepaid expenses and other current assets			27,566				28,308
Total current assets			281,469				254,701
Property and equipment, net			104,534				105,404
Operating lease right-of-use assets			91,141				90,643
Goodwill			275,829				262,103
Intangibles, net			98,712				76,306
Restricted cash			250				250
Captive insurance collateral			74,851				70,717
Deferred charges and other assets, net			12,825				15,354
Total assets		$	939,611			$	875,478
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities
Accounts payable		$	31,547			$	35,609
Revolving credit facility borrowings			5				240
Fair liability value of derivative instruments			13,971				118
Current maturities of long-term debt			21,000				20,500
Current portion of operating lease liabilities			19,832				18,085
Accrued expenses and other current liabilities			116,317				115,606
Unearned service contract revenue			66,424				63,215
Customer credit balances			104,700				111,508
Total current liabilities			373,796				364,881
Long-term debt			187,811				127,327
Long-term operating lease liabilities			75,916				77,600
Deferred tax liabilities, net			21,922				25,771
Other long-term liabilities			16,273				16,175
Partners’ capital
Common unitholders			282,058				281,862
General partner			(5,714	)			(4,615	)
Accumulated other comprehensive loss, net of taxes			(12,451	)			(13,523	)
Total partners’ capital			263,893				263,724
Total liabilities and partners’ capital		$	939,611			$	875,478

STAR GROUP, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS
		Three Months Ended September 30,								Twelve Months Ended September 30,
(in thousands, except per unit data)			2024				2023				2024				2023
		(unaudited)				(unaudited)
Sales:
Product		$	155,943			$	188,035			$	1,448,792			$	1,650,741
Installations and services			84,388				78,902				317,307				302,121
Total sales			240,331				266,937				1,766,099				1,952,862
Cost and expenses:
Cost of product			113,814				149,727				980,831				1,204,184
Cost of installations and services			68,637				66,477				283,444				277,927
(Increase) decrease in the fair value of derivative instruments			10,756				(17,645	)			19,018				1,977
Delivery and branch expenses			81,392				76,661				366,381				353,614
Depreciation and amortization expenses			8,117				9,203				31,494				32,350
General and administrative expenses			7,074				6,161				28,405				25,780
Finance charge income			(900	)			(658	)			(4,576	)			(5,515	)
Operating income (loss)			(48,559	)			(22,989	)			61,102				62,545
Interest expense, net			(1,841	)			(2,930	)			(11,560	)			(15,532	)
Amortization of debt issuance costs			(242	)			(252	)			(988	)			(1,084	)
Income (loss) before income taxes		$	(50,642	)		$	(26,171	)		$	48,554			$	45,929
Income tax expense (benefit)			(15,556	)			(6,442	)			13,331				13,984
Net income (loss)		$	(35,086	)		$	(19,729	)		$	35,223			$	31,945
General Partner’s interest in net income (loss)			(326	)			(180	)			311				288
Limited Partners’ interest in net income (loss)		$	(34,760	)		$	(19,549	)		$	34,912			$	31,657
Per unit data (Basic and Diluted):
Net income (loss) available to limited partners		$	(1.00	)		$	(0.55	)		$	0.99			$	0.89
Dilutive impact of theoretical distribution of earnings			—				—				0.09				0.08
Basic and diluted income per Limited Partner Unit:		$	(1.00	)		$	(0.55	)		$	0.90			$	0.81
Weighted average number of Limited Partner units outstanding (Basic and Diluted)			34,686				35,603				35,273				35,694

SUPPLEMENTAL INFORMATION STAR GROUP, L.P. AND SUBSIDIARIES RECONCILIATION OF EBITDA AND ADJUSTED EBITDA (Unaudited)
		Three Months Ended September 30,
(in thousands)			2024				2023
Net loss		$	(35,086	)		$	(19,729	)
Plus:
Income tax benefit			(15,556	)			(6,442	)
Amortization of debt issuance costs			242				252
Interest expense, net			1,841				2,930
Depreciation and amortization			8,117				9,203
EBITDA			(40,442	)			(13,786	)
(Increase) / decrease in the fair value of derivative instruments			10,756				(17,645	)
Adjusted EBITDA			(29,686	)			(31,431	)
Add / (subtract)
Income tax benefit			15,556				6,442
Interest expense, net			(1,841	)			(2,930	)
Provision for losses on accounts receivable			1,097				1,251
Decrease in accounts receivables			32,502				24,106
Decrease (increase) in inventories			1,566				(2,757	)
Increase in customer credit balances			34,970				33,070
Change in deferred taxes			(1,494	)			9,783
Change in other operating assets and liabilities			(14,059	)			(16,591	)
Net cash provided by operating activities		$	38,611			$	20,943
Net cash used in investing activities		$	(29,984	)		$	(22,617	)
Net cash provided by (used in) financing activities		$	63,007			$	(10,281	)
Home heating oil and propane gallons sold			18,500				18,800
Other petroleum products			33,700				34,300
Total all products			52,200				53,100

SUPPLEMENTAL INFORMATION STAR GROUP, L.P. AND SUBSIDIARIES RECONCILIATION OF EBITDA AND ADJUSTED EBITDA (Unaudited)
		Twelve Months Ended September 30,
(in thousands)			2024				2023
Net income		$	35,223			$	31,945
Plus:
Income tax expense			13,331				13,984
Amortization of debt issuance costs			988				1,084
Interest expense, net			11,560				15,532
Depreciation and amortization			31,494				32,350
EBITDA			92,596				94,895
(Increase) / decrease in the fair value of derivative instruments			19,018				1,977
Adjusted EBITDA			111,614				96,872
Add / (subtract)
Income tax expense			(13,331	)			(13,984	)
Interest expense, net			(11,560	)			(15,532	)
Provision for losses on accounts receivable			8,042				9,761
Decrease in receivables			11,271				15,566
Decrease in inventories			18,475				26,994
(Decrease) increase in customer credit balances			(15,546	)			17,585
Change in deferred taxes			(3,989	)			(501	)
Change in other operating assets and liabilities			6,002				(13,103	)
Net cash provided by operating activities		$	110,978			$	123,658
Net cash used in investing activities		$	(61,185	)		$	(28,197	)
Net cash provided by (used in) financing activities		$	22,351			$	(64,890	)
Home heating oil and propane gallons sold			253,400				259,200
Other petroleum products			129,100				139,000
Total all products			382,500				398,200

CONTACT:
Star Group, L.P.		Chris Witty
Investor Relations		Darrow Associates
203/328-7310		646/438-9385 or cwitty@darrowir.com

v3.24.3

Cover	Dec. 04, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 04, 2024
Entity File Number	001-14129
Entity Registrant Name	STAR GROUP, L.P.
Entity Central Index Key	0001002590
Entity Tax Identification Number	06-1437793
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	9 West Broad Street
Entity Address, Address Line Two	Suite 310
Entity Address, City or Town	Stamford
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06902
City Area Code	(203)
Local Phone Number	328-7310
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Units
Title of 12(b) Security	Common Units
Trading Symbol	SGU
Security Exchange Name	NYSE
Common Unit Purchase Rights
Title of 12(b) Security	Common Unit Purchase Rights
Trading Symbol	N/A
Security Exchange Name	NYSE

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