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What changed in STAR GROUP, L.P.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of STAR GROUP, L.P.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+253 added−231 removedSource: 10-K (2025-12-09) vs 10-K (2024-12-04)

Top changes in STAR GROUP, L.P.'s 2025 10-K

253 paragraphs added · 231 removed · 201 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

56 edited+18 added−13 removed65 unchanged
Biggest changePlease note that any Internet addresses provided in this Annual Report on Form 10-K are for informational purposes only and are not intended to be hyperlinks. Accordingly, no information found and/or provided at such Internet addresses is intended or deemed to be incorporated by reference herein. Legal Structure The following chart summarizes our structure as of September 30, 2024.
Biggest changeIn addition, these SEC filings are available at no cost as soon as reasonably practicable after the filing thereof on our website at investors.stargrouplp.com/financial-information/sec-filings. Please note that any Internet addresses provided in this Annual Report on Form 10-K are for informational purposes only and are not intended to be hyperlinks.
We conduct our business through an operating subsidiary, Petro Holdings, Inc., utilizing multiple local brand names, such as Petro Home Services, Meenan, and Griffith Energy Services, Inc.
We conduct our business through an operating subsidiary, Petro Holdings, Inc., utilizing multiple local brand names, such as Petro Home Services, Meenan, and Griffith Energy Services.
The proposed regulations released by MassDEP in May 2023 could require, among other things, heating energy suppliers to demonstrate the conversion of approximately 3% of their customers to electric heat each year. Such proposed regulations, if adopted, could dramatically negatively impact the Company’s Massachusetts operations and impose onerous reporting requirements on the Company.
The proposed regulations released by MassDEP in May 2023 could require, among other things, heating energy suppliers to demonstrate the conversion of approximately 3% of their customers to electric heat each year. Such proposed regulations, if adopted, could dramatically negatively 11 impact the Company’s Massachusetts operations and impose onerous reporting requirements on the Company.
Some businesses provide full service, as we do, and others offer delivery only on a cash-on-delivery basis, which we also do to a significantly lesser extent. In addition, the industry is complex and costly due to regulations, working capital requirements, and the costs and risks of hedging for price protected customers.
Some businesses provide full service, as we do, and others offer delivery only on a cash-on-delivery basis, which we also do to a significantly lesser extent. In addition, the industry is complex and costly due to government regulations, working capital requirements, and the costs and risks of hedging for price protected customers.
The gross purchase price was allocated $40.4 million to intangible assets, $13.7 million to goodwill, $4.9 million to fixed assets and reduced by $9.6 million of negative working capital. 9 During fiscal 2023, the Company acquired one propane and two heating oil businesses for approximately $19.8 million in cash.
The gross purchase price was allocated $40.4 million to intangible assets, $13.7 million to goodwill, $4.9 million to fixed assets and reduced by $9.6 million of negative working capital. During fiscal 2023, the Company acquired one propane business and two heating oil businesses for approximately $19.8 million in cash.
All of our propane bulk terminals are governed under Homeland Security Chemical Facility Anti-Terrorism Standards programs. We conduct ongoing training programs to help ensure that our operations are in compliance with applicable regulations. We maintain various permits that are necessary to operate some of our facilities, some of which may be material to our operations. 12
All of our propane bulk terminals are governed under Homeland Security Chemical Facility Anti-Terrorism Standards programs. We conduct ongoing training programs to help ensure that our operations are in compliance with applicable regulations. We maintain various permits that are necessary to operate some of our facilities, some of which may be material to our operations.
We do not expect any of these liabilities or proceedings of which we are aware to result in material costs to, or disruptions of, our business or operations. Transportation of our products by truck is subject to regulations promulgated under the Federal Motor Carrier Safety Act.
We do not expect any of these liabilities or proceedings of which we are aware to result in material costs to, or disruptions of, our business or operations. 12 Transportation of our products by truck is subject to regulations promulgated under the Federal Motor Carrier Safety Act.
Since March 2020, a portion of our office personnel have worked remotely. We believe that our employees have adapted well and continue to be flexible to the changing working conditions. To attract talent and meet the needs of our employees, we offer benefits packages for full-time employees. We offer a health and welfare and retirement program to all eligible employees.
Since March 2020, a portion of our office personnel have worked hybrid. We believe that our employees have adapted well and continue to be flexible to the changing working conditions. To attract talent and meet the needs of our employees, we offer benefits packages for full-time employees. We offer a health and welfare and retirement program to all eligible employees.
We have entered into New York Mercantile Exchange ("NYMEX"), Platts American Gulf Coast or Mont Belvieu based physical supply contracts for approximately 76% of our expected home heating oil and propane requirements for our full service residential and commercial customers for the fiscal 2025 heating season.
We have entered into New York Mercantile Exchange ("NYMEX"), Platts American Gulf Coast or Mont Belvieu based physical supply contracts for approximately 76% of our expected home heating oil and propane requirements for our full service residential and commercial customers for the fiscal 2026 heating season.
We install, maintain, and repair heating and air conditioning equipment and to a lesser extent provide these services outside of our heating oil and propane customer base including 20,800 service contracts for natural gas and other heating systems.
We install, maintain, and repair heating and air conditioning equipment and to a lesser extent provide these services outside of our heating oil and propane customer base including 20,200 service contracts for natural gas and other heating systems.
For example, on July 18, 2019, the State of New York (location of approximately 44% of our residential home heating oil and propane customers) passed the Climate Leadership and Community Protection Act (“CLCPA”).
For example, on July 18, 2019, the State of New York (the location of approximately 42% of our residential home heating oil and propane customers) passed the Climate Leadership and Community Protection Act (“CLCPA”).
Suppliers and Supply Arrangements We purchase our products for delivery in either barge, pipeline or truckload quantities. As of September 30, 2024 we had contracts with approximately 136 third-party terminal sites for the right to temporarily store petroleum products at their facilities. Home heating oil and propane purchases are made under supply contracts or on the spot market.
Suppliers and Supply Arrangements We purchase our products for delivery in either barge, pipeline or truckload quantities. As of September 30, 2025 we had contracts with approximately 137 third-party terminal sites for the right to temporarily store petroleum products at their facilities. Home heating oil and propane purchases are made under supply contracts or on the spot market.
Although Star Group, L.P. is a partnership for state law purposes, it has elected to be treated as a corporation, rather than a partnership, for federal income tax purposes (commonly referred to as a "check-the-box election"). 4 Business Overview We are a home heating oil and propane distributor and service provider to residential and commercial customers who heat their homes and buildings primarily in the Northeast and Mid-Atlantic U.S. regions.
Although Star Group, L.P. is a partnership for state law purposes, it has elected to be treated as a corporation, rather than a partnership, for federal income tax purposes (commonly referred to as a "check-the-box election"). 4 Business Overview We are a home heating oil and propane distributor and service provider to residential and commercial customers whose primary use is to heat their homes and buildings in the Northeast and Mid-Atlantic U.S. regions.
In addition, we also repair and install natural gas heating systems. 6 Pursue environmental sustainability opportunities We are committed to pursuing initiatives that reduce greenhouse gas emissions across our product offerings, by offering biodiesel blended products and by offering energy efficient heating and air conditioning equipment to our customers . Seasonality Our fiscal year ends on September 30.
In addition, we also repair and install natural gas and heat pump systems. 6 Pursue environmental sustainability opportunities We are committed to pursuing initiatives that reduce greenhouse gas emissions across our product offerings, by selling biodiesel products and by offering energy efficient heating and air conditioning equipment to our customers . Seasonality Our fiscal year ends on September 30.
The following chart depicts the percentage of the pricing plans selected by our residential home heating oil customers as of the end of the fiscal year.
The following chart depicts the percentage of the pricing plans selected by our residential home heating oil and propane customers as of the end of the fiscal year.
However, the CLCPA gave the New York Department of Energy Conservation until January 1, 2024, to promulgate regulations to ensure that the State of New York meets the CLCPA’s GHG emission limits as outlined in the Scoping Plan.
The CLCPA gave the New York Department of Energy 10 Conservation (“NYDEC”) until January 1, 2024, to promulgate regulations to ensure that the State of New York meets the CLCPA’s GHG emission limits as outlined in the Scoping Plan.
We believe we are the largest retail distributor of home heating oil in the United States, based upon sales volume with a market share in excess of 5.5%. We also sell gasoline and diesel fuel to approximately 26,800 customers.
We believe we are the largest retail distributor of home heating oil in the United States, based upon sales volume with a market share in excess of 5.5%. We also sell gasoline and diesel fuel to approximately 27,700 customers.
Due to the seasonal nature of our business and depending on the demands of the 2025 heating season, we anticipate that we will augment our current staffing levels during the heating season from among the 295 employees on temporary leave of absence as of September 30, 2024.
Due to the seasonal nature of our business and depending on the demands of the 2026 heating season, we anticipate that we will augment our current staffing levels during the heating season from among the 293 employees on temporary leave of absence as of September 30, 2025.
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, 2020, through 2024, on a quarterly basis, is illustrated in the following chart (price per gallon): Fiscal 2024 (a) Fiscal 2023 Fiscal 2022 Fiscal 2021 Fiscal 2020 Quarter Ended Low High Low High Low High Low High Low High December 31 $ 2.51 $ 3.22 $ 2.78 $ 4.55 $ 2.06 $ 2.59 $ 1.08 $ 1.51 $ 1.86 $ 2.05 March 31 2.53 2.96 2.61 3.55 2.36 4.44 1.46 1.97 0.95 2.06 June 30 2.29 2.77 2.23 2.73 3.27 5.14 1.77 2.16 0.61 1.22 September 30 2.06 2.63 2.38 3.48 3.13 4.01 1.91 2.34 1.08 1.28 (a) On November 30, 2024, the NYMEX ultra low sulfur diesel contract closed at $2.19 per gallon.
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, 2021, through 2025, on a quarterly basis, is illustrated in the following chart (price per gallon): Fiscal 2025 (a) Fiscal 2024 Fiscal 2023 Fiscal 2022 Fiscal 2021 Quarter Ended Low High Low High Low High Low High Low High December 31 $ 2.13 $ 2.40 $ 2.51 $ 3.22 $ 2.78 $ 4.55 $ 2.06 $ 2.59 $ 1.08 $ 1.51 March 31 2.16 2.62 2.53 2.96 2.61 3.55 2.36 4.44 1.46 1.97 June 30 1.97 2.54 2.29 2.77 2.23 2.73 3.27 5.14 1.77 2.16 September 30 2.23 2.51 2.06 2.63 2.38 3.48 3.13 4.01 1.91 2.34 (a) On November 28, 2025, the NYMEX ultra low sulfur diesel contract closed at $2.33 per gallon.
We believe this is especially true in the propane business. In these cases, significant decreases in per gallon margins may result when prices rise. The timing of cost pass-throughs can also significantly affect margins. (See Customers and Pricing for a discussion on our offerings). Business Strategy Our business strategy is to increase Adjusted EBITDA (See Item 7.
In these cases, significant decreases in per gallon margins may result when prices rise. The timing of cost pass-throughs can also significantly affect margins. (See Customers and Pricing for a discussion on our offerings). Business Strategy Our business strategy is to increase Adjusted EBITDA (See Item 7.
For the fiscal year 2025 heating season, approximately 74% of the Company’s contracted home heating oil volume with suppliers has a biofuel component. We also have entered into NYMEX or Platts American Gulf Coast based physical supply contracts for approximately 46% of our expected diesel and gasoline requirements for fiscal 2025.
For the fiscal year 2026 heating season, approximately 63% of the Company’s contracted home heating oil volume with suppliers has a biofuel component. We also have entered into NYMEX or Platts American Gulf Coast based physical supply contracts for approximately 48% of our expected diesel and gasoline requirements for fiscal 2026.
Our "variable" pricing program allows the price to float with the heating oil market and other factors. In addition, we offer price-protected programs, which establish either a "ceiling" or a "fixed price" per gallon that the customer pays over a defined period.
We offer several pricing alternatives to our residential home heating oil and propane customers. Our "variable" pricing program allows the price to float with the heating oil market and other factors. In addition, we offer price-protected programs, which establish either a "ceiling" or a "fixed price" per gallon that the customer pays over a defined period.
Star Group, L.P. Star Acquisitions, Inc. Woodbury Insurance Co., Inc. Petro Holdings, Inc. Petroleum Heat and Power Co., Inc. Meenan Oil LLC Champion Energy LLC Griffith Energy Services, Inc. Denotes borrower in the asset based lending facility and the term loan, which are guaranteed by Star Group, L.P. and the other entities listed above, excluding Woodbury Insurance Co., Inc.
Meenan Oil LLC Champion Energy LLC Griffith Energy Services, Inc. Denotes borrower in the asset based lending facility and the term loan, which are guaranteed by Star Group, L.P. and the other entities listed above, excluding Woodbury Insurance Co., Inc.
As of November 30, 2024, we had outstanding 34.6 million common partner 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. 3 The following chart depicts the ownership of Star as of November 30, 2024: Star Group, L.P.
As of November 30, 2025, we had outstanding 33.0 million common partner units (NYSE: “SGU”) representing a 99.0% limited partner interest in Star, and 0.3 million general partner units, representing a 1.0% general partner interest in Star. 3 The following chart depicts the ownership of Star as of November 30, 2025: Star Group, L.P.
Management’s Discussion and Analysis of Financial Condition and Results of Operations – Customer Attrition.) Customers and Pricing The number of home heating oil customers comprise 78% of our product customer base, with propane customers comprising another 17% and motor fuel and other petroleum product customers making up the remaining 5%.
Management’s Discussion and Analysis of Financial Condition and Results of Operations – Customer Attrition.) Customers and Pricing The number of home heating oil customers comprise 74% of our product customer base, with propane customers comprising another 20% and motor fuel and other petroleum product customers making up the remaining 6%.
During fiscal 2024, total sales were comprised of approximately 61% from home heating oil and propane, 21% from other petroleum products, the majority of which is diesel and gasoline, and 18% from the installation and repair of heating and air conditioning equipment and ancillary services.
During fiscal 2025, total sales were comprised of approximately 63% from home heating oil and propane, 18% from other petroleum products, the majority of which is diesel and gasoline, and 19% from the installation and repair of heating and air conditioning equipment and ancillary services.
Limited Partners Common Units 99.1% General Partner (Kestrel Heat) General Partner Units 0.9% Public Unitholders - Common Units 88.1% Officers and Directors - Common Units 11.9% Star is organized as follows: • Our general partner is Kestrel Heat, LLC, a Delaware limited liability company (“Kestrel Heat” or the “general partner”).
Limited Partners Common Units 99.0% General Partner (Kestrel Heat) General Partner Units 1.0% Public Unitholders - Common Units 87.7% Officers and Directors - Common Units 12.3% Star is organized as follows: • Our general partner is Kestrel Heat, LLC, a Delaware limited liability company (“Kestrel Heat” or the “general partner”).
The key elements of this strategy include the following: Pursue select acquisitions Our senior management team has developed expertise in identifying acquisition opportunities and integrating acquired customers into our operations. We focus on acquiring companies within and outside our current footprint.
The key elements of this strategy include the following: Pursue select acquisitions Our senior management team has developed expertise in identifying acquisition opportunities and integrating acquired customers into our operations. We focus on acquiring companies within and outside our current footprint. We actively pursue home heating oil only companies, propane companies and dual fuel (home heating oil and propane) companies.
Our supply contracts typically have terms of 6 to 12 months. For fiscal 2025, approximately 24% of our physical supply contracts are with Motiva Enterprises LLC. All of our supply contracts provide for minimum quantities and in most cases do not establish in advance the price of home heating oil or propane.
Our supply contracts typically have terms of 6 to 12 months. For fiscal 2026, approximately 24% of our physical supply contracts are with Shell Trading and Shell Oil Products US. All of our supply contracts provide for minimum quantities and in most cases do not establish in advance the price of home heating oil or propane.
Court of Appeals for the Ninth Circuit (California Restaurant Association v. City of Berkeley) which held that a ban on gas piping in a new building in Berkeley, California was invalid on the basis that it concerned the energy use of appliances covered by the EPCA and was therefore preempted by federal law.
City of Berkeley ) which held that a ban on gas piping in a new building in Berkeley, California was invalid on the basis that it concerned the energy use of appliances covered by the EPCA and was therefore preempted by federal law.
Approximately 95% of our full service residential and commercial home heating oil customers have their deliveries scheduled automatically and 5% of our home heating oil customer base call from time to time to schedule a delivery. Automatic deliveries are scheduled based on each customer’s historical consumption pattern and prevailing weather conditions. Our practice is to bill customers promptly after delivery.
Approximately 93% of our full service residential and commercial home heating oil and propane customers have their deliveries scheduled automatically and 7% of our home heating oil and propane customer base call from time to time to schedule a delivery. Automatic deliveries are scheduled based on each customer’s historical consumption pattern and prevailing weather conditions.
Due to greater price sensitivity, our own internal marketing efforts, and hedging costs of residential price-protected customers, the per gallon margins realized from price-protected customers generally are less than from variable priced residential customers. The propane customer base has a similar profile to heating oil residential and commercial customers.
Due to greater price sensitivity and hedging costs of residential price-protected customers, the per gallon margins realized from price-protected customers generally are less than from variable priced residential customers. The propane customer base has a similar profile to heating oil residential and commercial customers. Sales to residential customers ordinarily generate higher per gallon margins than sales to commercial customers.
During fiscal 2024, Shell Trading and Shell Oil Products US provided approximately 16% of our petroleum purchases and Motiva Enterprises LLC provided 15% of our petroleum product purchases. During fiscal 2023, Shell Trading and Shell Oil Products US provided approximately 18% of our petroleum purchases and Motiva Enterprises LLC provided 14% of our petroleum product purchases, respectively.
During fiscal 2025, Motiva Enterprises LLC provided approximately 16% of our petroleum purchases and Global Companies LLC provided 14% of our petroleum product purchases. During fiscal 2024, Shell Trading and Shell Oil Products US provided approximately 16% of our petroleum purchases and Motiva Enterprises LLC provided 15% of our petroleum product purchases.
(During fiscal 2024, we sold 253.4 million gallons of home heating oil and propane and 129.1 million gallons of motor fuel and other petroleum products.) 7 Our full service home heating oil customer base is comprised of 96% residential customers and 4% commercial customers.
(During fiscal 2025, we sold 282.6 million gallons of home heating oil and propane and 123.9 million gallons of motor fuel and other petroleum products.) 7 Our full service home heating oil and propane customer base is comprised of 96% residential customers and 4% commercial customers.
We offer a balanced payment plan to residential customers in which a customer’s estimated annual oil purchases and service contract fees are paid for in a series of equal monthly payments. Approximately 31% of our residential home heating oil customers have selected this billing option. We offer several pricing alternatives to our residential home heating oil customers.
Our practice is to bill customers promptly after delivery. We offer a balanced payment plan to residential customers in which a customer’s estimated annual home heating oil and propane purchases and service contract fees are paid for in a series of equal monthly payments. Approximately 25% of our residential home heating oil and propane customers have selected this billing option.
Approximately 95% of our full service residential and commercial home heating oil customers automatically receive deliveries based on prevailing weather conditions. In addition, approximately 31% of our residential customers take advantage of our “smart pay” budget payment plan under which their estimated annual oil and propane deliveries and service billings are paid for in a series of equal monthly installments.
In addition, approximately 25% of our residential home heating oil and propane customers take advantage of our “smart pay” budget payment plan under which their estimated annual oil and propane deliveries and service billings are paid for in a series of equal monthly installments.
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.
The gross purchase price was allocated $10.4 million to intangible assets, $8.0 million to goodwill, $2.3 million to fixed assets and reduced by $0.9 million of negative working capital.
As of September 30, 2024, considering seasonal and employees that are on leave, we had 1,362 (39%) employees that are represented by 62 different collective bargaining agreements with local chapters of labor unions. There are 20 collective bargaining agreements up for renewal in fiscal 2025, covering approximately 419 employees (12%).
As of September 30, 2025, considering seasonal and employees that are on leave, we had 1,367 (40%) employees that are represented by 64 different collective bargaining agreements with local chapters of labor unions. There are 13 collective bargaining agreements up for renewal in fiscal 2026, covering approximately 428 employees (13%).
Currently, 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., Mieco LLC and Wells Fargo Bank, N.A.
Currently, the Company’s derivative instruments are with the following counterparties: Bank of America, N.A., Bank of Montreal, Cargill, Inc., Citibank, N.A., Citizens Bank, N.A., JPMorgan Chase Bank, N.A., MSI GuaranteedWeather Trading Ltd., Munich Re Trading LLC and Wells Fargo Bank, N.A.
As this legal challenge is ongoing, it remains uncertain what impact, if any, it will have on the Company’s operations in the State of New York.
As these legal challenges are ongoing, it remains uncertain what impact, if any, it will have on the Company’s operations in New York City and the State of New York.
Rodriguez, et al., Case No. 1:23-cv-1267) claiming that the Fossil Fuel Ban violates federal law. The lawsuit seeks to declare the Fossil Fuel Ban invalid and to block its enforcement on the grounds that it is preempted by the federal Energy Policy and Conservation Act ("EPCA"). It relies on a recent decision by the U.S.
Rodriguez , et al., Case No. 1:23-cv-1267) seeking to declare the Fossil Fuel Ban invalid and to block its enforcement on the grounds that it is preempted by the federal Energy Policy and Conservation Act ("EPCA"). The lawsuit relies on a decision by the U.S. Court of Appeals for the Ninth Circuit ( California Restaurant Association v.
As of September 30, 2024, we sold home heating oil and propane to approximately 404,600 full service residential and commercial customers and 61,700 customers on a delivery only basis. Approximately 266,000 of these customers, or 57%, are located in the New York, New Jersey, and Connecticut.
As of September 30, 2025, we sold home heating oil and propane to approximately 406,400 full service residential and commercial customers and 63,200 customers on a delivery only basis. Approximately 277,000 of these customers, or 59%, are located in the New York, New Jersey, and Connecticut.
As of September 30, 2024, we had 3,039 employees, of whom 909 were office, clerical and customer service personnel; 834 were equipment technicians; 474 were fuel delivery drivers and mechanics; 540 were management and 282 were employed in sales.
As of September 30, 2025, we had 3,024 employees, of whom 915 were office, clerical and customer service personnel; 833 were equipment technicians; 474 were fuel delivery drivers and mechanics; 532 were management and 270 were employed in sales.
In addition, there are legislative and regulatory efforts underway in several states seeking to encourage homeowners to reduce or even eliminate the consumption of fossil fuels that we sell. 5 The retail home heating oil industry is highly fragmented, characterized by a large number of relatively small, independently owned and operated local distributors.
We believe this may continue or even increase. In addition, there are legislative and regulatory efforts underway in several states and certain municipalities seeking to reduce GHG emissions from fuel-burning systems. 5 The retail home heating oil industry is highly fragmented, characterized by a large number of relatively small, independently owned and operated local distributors.
Starting in 2024, this law will place carbon caps on most buildings larger than 25,000 square feet. In addition, in December 2021, New York City passed Local Law 154 of 2021, which will phase out fossil fuel usage in newly constructed residential and commercial buildings starting in 2024 for lower-rise buildings, and in 2027 for taller buildings.
In addition, in December 2021, New York City passed Local Law 154 of 2021, also called the "Building Electrification Law", which will phase out fossil fuel usage in newly constructed residential and commercial buildings starting in 2024 for lower-rise buildings, and in 2027 for taller buildings.
Other states in which the Company operates and that are material to the Company’s operations, such as Connecticut, Rhode Island and New Jersey, have adopted similar GHG laws or have otherwise announced GHG reduction targets.
These measures could also increase the Company’s cost of compliance by increasing reporting requirements and/or requiring the purchase of emission allowances. Other states in which the Company operates and that are material to the Company’s operations, such as Connecticut, Rhode Island, Maryland and New Jersey, have adopted similar GHG laws or have otherwise announced GHG emission reduction targets.
Percentage of Residential Home Heating Oil Customers September 30, Pricing Programs 2024 2023 2022 2021 2020 Variable 53.2 % 55.6 % 57.0 % 55.0 % 54.4 % Ceiling 36.3 % 37.8 % 37.6 % 39.0 % 38.5 % Fixed 10.5 % 6.6 % 5.4 % 6.0 % 7.1 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % Sales to residential customers ordinarily generate higher per gallon margins than sales to commercial customers.
Percentage of Residential Home Heating Oil and Propane Customers September 30, Pricing Programs 2025 2024 2023 2022 2021 Variable 67.7 % 62.5 % 64.2 % 64.5 % 62.6 % Ceiling 25.9 % 29.1 % 30.5 % 31.0 % 32.4 % Fixed 6.4 % 8.4 % 5.3 % 4.5 % 5.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % Sales to residential customers ordinarily generate higher per gallon margins than sales to commercial customers.
During fiscal 2024, the Company acquired one propane and four heating oil businesses for approximately $49.4 million in cash.
During fiscal 2025, the Company acquired one heating oil business and three propane businesses for approximately $80.5 million in cash.
On October 12, 2023, a coalition of businesses, trade associations and labor unions including the National Propane Gas Association, New York Propane Gas Association and Mulhern Gas Co., filed a federal lawsuit in the Northern District of New York (Mulhern Gas Co., Inc. et al v.
With few exceptions, all new buildings constructed in New York City must be fully electric by 2027. On October 12, 2023, a coalition of businesses, trade associations and labor unions filed a federal lawsuit in the Northern District of New York ( Mulhern Gas Co., Inc. et al v.
We are also subject to various federal, state and local environmental, health and safety laws and regulations. Generally, these laws impose limitations on the discharge or emission of pollutants and establish standards for the handling of solid and hazardous wastes.
Generally, these laws impose limitations on the discharge or emission of pollutants and establish standards for the handling of solid and hazardous wastes.
The gross purchase price was allocated $10.4 million to intangible assets, $8.0 million to goodwill, $2.3 million to fixed assets and reduced by $0.9 million of negative working capital. During fiscal 2022, the Company acquired five heating oil businesses for approximately $15.6 million (using $13.1 million in cash and assuming $2.5 million of liabilities).
The gross purchase price was allocated $38.7 million to intangible assets, $17.7 million to goodwill, $25.2 million to fixed assets and reduced by $1.1 million of negative working capital. 9 During fiscal 2024, the Company acquired one propane business and four heating oil businesses for approximately $49.4 million in cash.
We understand that New York Building Code Council is set to integrate the Fossil Fuel Ban into its 2025 Building Code update.
The New York Building Code Council integrated the Fossil Fuel Ban into its 2025 Building Code update thereby codifying the Fossil Fuel Ban.
We believe that our relations with both our union and non-union employees are generally satisfactory. Government Regulations Regulations in Response to Climate Change . There is increasing attention in the United States and worldwide concerning the issue of climate change and the effect of greenhouse gas (“GHG”) emissions, in particular, from the combustion of carbon-based fossil fuels.
We believe that our relations with both our union and non-union employees are generally satisfactory. Government Regulations Regulations to Curb GHG Emissions . There has been a trend towards increased regulation and initiatives, both domestically and internationally, aimed at limiting GHG emissions, in particular, from the combustion of carbon-based fossil fuels.
Sales to residential customers ordinarily generate higher per gallon margins than sales to commercial customers. Pricing plans chosen by propane customers are almost exclusively variable in nature where selling prices will float with the propane market and other commercial factors.
Pricing plans chosen by propane customers are almost exclusively variable in nature where selling prices will float with the propane market and other commercial factors. The motor fuel and other petroleum products customer group includes commercial and industrial customers of unbranded diesel, gasoline, kerosene and related distillate products.
The motor fuel and other petroleum products customer group includes commercial and industrial customers of unbranded diesel, gasoline, kerosene and related distillate products. We sell products to these customers through contracts of various terms or through a competitive bidding process.
We sell products to these customers through contracts of various terms or through a competitive bidding process.
The State of New York has not yet adopted regulations to implement the CLCPA’s GHG emissions despite the January 1, 2024 deadline for doing so.
The NYDEC has not yet adopted regulations to implement the CLCPA’s GHG emissions limits despite the January 1, 2024 deadline for doing so. Climate and environmental justice groups filed a lawsuit against the NYDEC in March 2025 for not adopting regulations implementing the CLCPA’s GHG emissions limits by the January 1, 2024 deadline.
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In addition, these SEC filings are available at no cost as soon as reasonably practicable after the filing thereof on our website at www.stargrouplp.com/sec.cfm. You may also obtain copies of these filings and other information at the offices of the New York Stock Exchange located at 11 Wall Street, New York, New York 10005.
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Accordingly, no information found and/or provided at such Internet addresses is intended or deemed to be incorporated by reference herein. Legal Structure The following chart summarizes our structure as of September 30, 2025. Star Group, L.P. Star Acquisitions, Inc. Woodbury Insurance Co., Inc. Petro Holdings, Inc. Petroleum Heat and Power Co., Inc.
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We believe this may continue or even increase.
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Approximately 93% of our full service residential and commercial home heating oil and propane customers automatically receive deliveries based on prevailing weather conditions.
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We actively pursue home heating oil only companies, propane companies, dual fuel (home heating oil and propane) companies and selectively target motor fuels acquisitions, especially where they are operating in the markets we currently serve.
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Domestically, federal and state legislative and regulatory initiatives have attempted to and will likely continue to address climate change and control or limit GHG emissions. Our heating oil and propane products are widely considered to be fossil fuels that produce GHG emissions. Numerous states and municipalities have adopted laws and policies on climate change and emission reduction targets.
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Our heating oil and propane products are widely considered to be fossil fuels that produce GHG emissions. To combat the cause of global warming domestically, President Biden identified climate change as one of his administration’s top priorities and pledged to seek measures that would pave the path for the U.S. to achieve net zero GHG emissions by 2050.
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We are unable to predict the impact on our business of the implementation of this law.
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In April 2021, President Biden announced the administration’s plan to reduce the U.S. GHG emissions by at least 50% by 2030. These environmental goals earned a prominent place in the Biden administration’s $1.2 trillion infrastructure bill, which was signed into law on November 15, 2021.
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Starting in 2024, this law will place carbon caps on most buildings larger than 25,000 square feet.
Removed
On August 16, 2022, President Biden signed the Inflation Reduction Act which aims to reduce GHG emissions by offering tax and other financial incentives designed to encourage homeowners to switch to alternative sources of energy other than those we sell, including a tax rebate of up to $8,000 per qualified household for the installation of an electric heat pump for a home’s primary heat source.
Added
The Court denied the plaintiffs’ motion for summary judgment and the case was dismissed on August 21, 2025. The plaintiffs appealed the Court’s ruling and filed a motion for preliminary injunction to prevent enforcement of the Fossil Fuel Ban before the appeal is heard. The defendants have filed an opposition to the plaintiffs’ motion.
Removed
States must apply for rebate funding with the U.S. Department of Energy and adopt and administer energy rebate programs within their respective states before homeowners can apply and receive tax rebates under the program. As of October 2024, two (2) states within our operating footprint -- New York and Rhode Island – have launched programs to distribute homeowner rebates.
Added
In a separate lawsuit filed on December 29 2023, a group of trade associations and a labor union filed a lawsuit in the federal district court for the Southern District of New York ( Association of Contracting Plumbers of the City of New York, Inc. et al v.
Removed
The timing of when the other states within our operating footprint will adopt energy rebate programs in order to distribute homeowner rebates remains uncertain. 10 Numerous states and municipalities have also adopted laws and policies on climate change and emission reduction targets.
Added
City of New York ) challenging the enforcement of the New York City Building Electrification Law on substantially the same legal grounds as the plaintiffs in the Mulhern case. The Court granted defendant New York City’s motion to dismiss and the case was dismissed on March 18, 2025. The plaintiffs appealed the Court’s ruling.
Removed
With few exceptions, all new buildings constructed in New York City must be fully electric by 2027.
Added
On October 14, 2025, the Second Circuit Court of Appeals ordered that the appeals of Mulhern and Association of Contracting Plumbers cases be heard in tandem.
Removed
The proposed regulations are in the comment period. 11 On August 11, 2022, the State of Massachusetts signed into law “An Act Driving Clean Energy and Offshore Wind” (the “2022 Climate Law”).
Added
On November 12, 2025, attorneys for the State of New York agreed in a stipulation to delay implementation of the Fossil Fuel Ban (which was scheduled to go into effect on January 1, 2026) until the appellate court rules on the appeal of the case.
Removed
The 2022 Climate Law establishes a new pilot program to allow up to 10 municipalities to require through zoning that new construction or substantial renovation projects will be fossil-fuel free, and instructs the State’s Department of Energy Resources (“DOER”) to adopt regulations to structure the pilot program. The DOER adopted final regulations structuring the pilot program in July 2023.
Added
The proposed regulations underwent public comment but have not yet been finalized. On November 22, 2024, the MassDEP finalized amendments to the Greenhouse Gas Emissions Regulation. The amendments implement registration and reporting of GHG emissions reporting requirements for companies selling and distributing heating fuels to homes and businesses in Massachusetts.
Removed
The purpose of the pilot program is to allow the DOER to study the implementation of fossil fuel bans in municipalities and evaluate future best practices on decarbonization. As of January 2024, seven municipalities have been approved to begin enforcing the new zoning requirements.
Added
MassDEP extended the initial registration deadline from December 31, 2024 until January 31, 2025 and the first GHG emissions reporting deadline from April 30, 2025 to June 2, 2025.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

48 edited+11 added−5 removed112 unchanged
Biggest changeWe monitor processes and procedures to reduce the risk of unauthorized trading and to maintain substantial balance between purchases and sales or future delivery obligations. We can provide no assurance, however, that these steps will detect and/or prevent all violations of such risk management policies and procedures, particularly if deception or other intentional misconduct is involved.
Biggest changeWe can provide no assurance, however, that these steps will detect and/or prevent all violations of such risk management policies and procedures, particularly if deception or other intentional misconduct is involved. 15 We rely on the continued solvency of our wholesale product and equipment suppliers and derivatives, insurance and weather hedge counterparties.
The nature of these conflicts is ongoing and includes the following considerations: • The general partner’s affiliates are not prohibited from engaging in other business or activities, including direct competition with us. • The general partner determines the amount and timing of asset purchases and sales, capital expenditures, distributions to unitholders, unit repurchases, and our capital structure, each of which can impact the amount of cash, if any, available for distribution to unitholders, and available to pay principal and interest on debt and the amount of incentive distributions payable in respect of the general partner units. • The general partner decides whether to retain its counsel or engage separate counsel to perform services for us. • Unitholders are deemed to have consented to some actions and conflicts of interest under the Partnership Agreement that might otherwise be deemed a breach of fiduciary or other duties under applicable state law. • Under the Partnership Agreement, the general partner is allowed to take into account the interests of parties in addition to the Company in resolving conflicts of interest, thereby limiting its fiduciary duty to the unitholders. • The general partner determines whether to issue additional units or other of our securities. • The general partner is not restricted from causing us to pay the general partner or its affiliates for any services rendered on terms that are fair and reasonable to us or entering into additional contractual arrangements with any of these entities on our behalf.
The nature of these conflicts is ongoing and includes the following considerations: • The general partner’s affiliates are not prohibited from engaging in other business or activities, including direct competition with us. 21 • The general partner determines the amount and timing of asset purchases and sales, capital expenditures, distributions to unitholders, unit repurchases, and our capital structure, each of which can impact the amount of cash, if any, available for distribution to unitholders, and available to pay principal and interest on debt and the amount of incentive distributions payable in respect of the general partner units. • The general partner decides whether to retain its counsel or engage separate counsel to perform services for us. • Unitholders are deemed to have consented to some actions and conflicts of interest under the Partnership Agreement that might otherwise be deemed a breach of fiduciary or other duties under applicable state law. • Under the Partnership Agreement, the general partner is allowed to take into account the interests of parties in addition to the Company in resolving conflicts of interest, thereby limiting its fiduciary duty to the unitholders. • The general partner determines whether to issue additional units or other of our securities. • The general partner is not restricted from causing us to pay the general partner or its affiliates for any services rendered on terms that are fair and reasonable to us or entering into additional contractual arrangements with any of these entities on our behalf.
Such laws and regulations have become increasingly stringent over time. We may experience increased costs due to stricter pollution control requirements or liabilities resulting from noncompliance with operating or other regulatory permits. New regulations, such as those relating to underground storage, 18 transportation, and delivery of the products that we sell, might adversely impact operations or make them more costly.
Such laws and regulations have become increasingly stringent over time. We may experience increased costs due to stricter pollution control requirements or liabilities resulting from noncompliance with operating or other regulatory permits. New regulations, such as those relating to underground storage, transportation, and delivery of the products that we sell, might adversely impact operations or make them more costly.
Uncertainty about economic conditions poses a risk as our customers may reduce or postpone spending in response to tighter credit, negative financial news and/or declines in income or asset values, which could have a material 23 negative effect on the demand for our products and services and could lead to increased conservation, as we have seen certain of our customers seek lower cost providers.
Uncertainty about economic conditions poses a risk as our customers may reduce or postpone spending in response to tighter credit, negative financial news and/or declines in income or asset values, which could have a material negative effect on the demand for our products and services and could lead to increased conservation, as we have seen certain of our customers seek lower cost providers.
For additional information about customer attrition, see Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Customer Attrition.” Because of the highly competitive nature of our business, we may not be able to retain existing customers or acquire new customers, which would have an adverse impact on our business, operating results and financial condition.
For additional information about customer attrition, see Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Customer Attrition.” 16 Because of the highly competitive nature of our business, we may not be able to retain existing customers or acquire new customers, which would have an adverse impact on our business, operating results and financial condition.
If we do not make acquisitions on economically acceptable terms, we will not be able to replace or grow our declining customer base. Generally, heating oil and propane are secondary energy choices for new housing construction, because natural gas is usually selected when the infrastructure exists.
If we do not make acquisitions on economically acceptable terms, we will not be able to replace or grow our declining customer base. Generally, home heating oil and propane are secondary energy choices for new housing construction, because natural gas is usually selected when the infrastructure exists.
If service at our third-party terminals, the common carrier pipelines used or the barge companies we hire to move product is interrupted, our operations would be adversely affected. The products that we sell are transported in either barge, pipeline or in truckload quantities to third-party terminals where we have contracts to temporarily store our products.
If service at our third-party terminals, the common carrier pipelines used, the barge companies or third-party haulers we hire to move product is interrupted, our operations would be adversely affected. The products that we sell are transported in either barge, pipeline or in truckload quantities to third-party terminals where we have contracts to temporarily store our products.
Accordingly, we could be assessed our share of unfunded liabilities should we terminate participation in these plans, or should there be a mass withdrawal from these plans, or if the plans become insolvent or otherwise terminate. 20 Risks Related to Ownership of Our Common Units Conflicts of interest have arisen and could arise in the future.
Accordingly, we could be assessed our share of unfunded liabilities should we terminate participation in these plans, or should there be a mass withdrawal from these plans, or if the plans become insolvent or otherwise terminate. Risks Related to Ownership of Our Common Units Conflicts of interest have arisen and could arise in the future.
There can be no assurance that our weather hedge contracts, 17 if any, will fully or substantially offset the adverse effects of warmer weather on our business and operating results or that colder weather will result in enough profit to offset our hedging costs. Our operating results are subject to seasonal fluctuations.
There can be no assurance that our weather hedge contracts, if any, will fully or substantially offset the adverse effects of warmer weather on our business and operating results or that colder weather will result in enough profit to offset our hedging costs. Our operating results are subject to seasonal fluctuations.
These provisions, either alone or in combination with each other, give our general partner a substantial ability to influence the outcome of a proposed acquisition of the Company. These provisions would apply even if an acquisition or other significant corporate transaction was considered beneficial by some of our unitholders.
These provisions, either alone or in combination with each other, give our general partner a substantial ability to influence the outcome of a proposed acquisition of the Company. 22 These provisions would apply even if an acquisition or other significant corporate transaction was considered beneficial by some of our unitholders.
In addition, the State of New York, where a majority of our operations are located, Massachusetts, Rhode Island and Connecticut and certain municipalities in our operating footprint have adopted laws, regulations and policies addressing climate change and restricting GHG emissions from fossil fuel burning systems.
The State of New York, where a majority of our operations are located, Massachusetts, Rhode Island and Connecticut and certain municipalities in our operating footprint have adopted laws, regulations and policies addressing climate change and restricting GHG emissions from fossil fuel burning systems.
Ineffective internal controls over financial reporting could cause our unitholders to lose confidence in our reported financial information, which would likely have a negative effect on the trading price of our common units. 21 Our unitholder rights plan may discourage potential acquirers of the Company .
Ineffective internal controls over financial reporting could cause our unitholders to lose confidence in our reported financial information, which would likely have a negative effect on the trading price of our common units. Our unitholder rights plan may discourage potential acquirers of the Company .
For more information on management's risk management, strategy, governance and impacts from cybersecurity incidents, see “Item 1C. Cybersecurity.” Risks Related to Our Workforce Our inability to identify, hire and retain qualified individuals for our workforce could slow our growth and adversely impact our ability to operate our business.
For more information on management's risk management, strategy, governance and impacts from cybersecurity incidents, see “Item 1C. Cybersecurity.” 20 Risks Related to Our Workforce Our inability to identify, hire and retain qualified individuals for our workforce could slow our growth and adversely impact our ability to operate our business.
If one of our wholesale product suppliers were to fail, our liquidity, results of operations and financial condition could be materially adversely impacted, as we may be required to purchase product from other sources which may be at higher prices than we were prepared to pay.
If one of our wholesale product and equipment suppliers were to fail, our liquidity, results of operations and financial condition could be materially adversely impacted, as we may be required to purchase product from other sources which may be at higher prices than we were prepared to pay.
Significant increases in product costs result in higher operating expenses, such as credit card fees, bad debt expense, and vehicle fuels, and also lead to higher working capital requirements, including higher premiums and cash requirements for some of our hedging instruments.
Significant increases in product and energy costs result in higher operating expenses, such as credit card fees, bad debt expense, and vehicle fuels, and also lead to higher working capital requirements, including higher premiums and cash requirements for some of our hedging instruments.
Depending on the 22 timing and amount of our use of cash, this could significantly reduce the cash available to us in subsequent periods to make payments on borrowings under our credit agreement. Restrictive covenants in our credit agreement may reduce our operating flexibility.
Depending on the timing and amount of our use of cash, this could significantly reduce the cash available to us in subsequent periods to make payments on borrowings under our credit agreement. Restrictive covenants in our credit agreement may reduce our operating flexibility.
In addition, we may be required to incur additional costs to mitigate, remediate and protect against 19 damage caused by cyber-attacks, security breaches or other such disruptions in the future.
In addition, we may be required to incur additional costs to mitigate, remediate and protect against damage caused by cyber-attacks, security breaches or other such disruptions in the future.
Volatility in financial markets and deterioration of national and global economic conditions, including rapid increases in inflation, have impacted, and may again impact, our business and operations in a variety of ways.
Volatility in financial markets and deterioration of national and global economic conditions, including 24 rapid increases in inflation, have impacted, and may again impact, our business and operations in a variety of ways.
A significant portion of our home heating oil volume is sold to individual customers under arrangements pre-establishing the ceiling sales price or a fixed price of home heating oil over a fixed period.
A significant portion of our home heating oil volume is sold to customers under arrangements pre-establishing the ceiling sales price or a fixed price of home heating oil over a fixed period.
Our ability to meet those financial ratios and conditions can be affected by events beyond our control, such as weather conditions and general economic conditions. Accordingly, we may be unable to meet those ratios and conditions.
Our ability to meet those financial ratios and conditions can be affected by events 23 beyond our control, such as weather conditions and general economic conditions. Accordingly, we may be unable to meet those ratios and conditions.
The hedge period runs from November 1, through March 31, of a fiscal year taken as a whole. Although we have entered into weather hedges for fiscal 2025 and in prior years' periods, there can be no assurance that weather hedge contracts on historical terms and prices will continue to be available past fiscal 2025.
The hedge period runs from November 1, through March 31, of a fiscal year taken as a whole. Although we have entered into weather hedges for fiscal 2026 and in prior years' periods, there can be no assurance that weather hedge contracts on historical terms and prices will continue to be available past fiscal 2026.
Customer attrition percentage 15 calculations include customers added through acquisitions in the denominators of the calculations on a weighted average basis from the closing date.
Customer attrition percentage calculations include customers added through acquisitions in the denominators of the calculations on a weighted average basis from the closing date.
Fiscal Year Ended September 30, 2024 2023 2022 2021 2020 Customer losses to natural gas conversion and electricity (1.4 )% (1.6 )% (1.5 )% (1.1 )% (1.1 )% In addition to our direct customer losses to natural gas and electricity competition, any conversion to natural gas or electricity by a heating oil consumer in our geographic footprint reduces the pool of available customers from which we can gain new heating oil customers, and could have a material adverse effect on our business, operating results and financial condition.
Fiscal Year Ended September 30, 2025 2024 2023 2022 2021 Customer losses to natural gas conversion and electricity (1.3 )% (1.4 )% (1.6 )% (1.5 )% (1.1 )% In addition to our direct customer losses to natural gas and electricity competition, any conversion to natural gas or electricity by a heating oil consumer in our geographic footprint reduces the pool of available customers from which we can gain new heating oil customers, and could have a material adverse effect on our business, operating results and financial condition.
We purchase derivatives, futures contracts and swaps of diesel fuel primarily from members of our lending group and Cargill in order to mitigate exposure to market risk associated with our inventory and the purchase of home heating oil for price-protected customers.
We purchase derivatives, futures contracts and swaps of diesel fuel primarily from members of our lending group and Cargill Inc. in order to mitigate exposure to market risk associated with our inventory and the purchase of 14 home heating oil for price-protected customers.
Fiscal Year Ended September 30, 2024 2023 2022 2021 2020 Gross customer gains 9.8 % 12.0 % 11.9 % 10.7 % 12.2 % Gross customer losses 14.0 % 15.6 % 15.6 % 14.6 % 15.6 % Net attrition (4.2 %) (3.6 %) (3.7 %) (3.9 %) (3.4 %) The gain of a new customer does not fully compensate for the loss of an existing customer because of the expenses incurred during the first year to add a new customer.
Fiscal Year Ended September 30, 2025 2024 2023 2022 2021 Gross customer gains 8.8 % 9.8 % 12.0 % 11.9 % 10.7 % Gross customer losses 13.5 % 14.0 % 15.6 % 15.6 % 14.6 % Net attrition (4.7 %) (4.2 %) (3.6 %) (3.7 %) (3.9 %) The gain of a new customer does not fully compensate for the loss of an existing customer because of the expenses incurred during the first year to add a new customer.
Risks Related to Customer Attrition, Competition, and Demand for Our Products Our operating results will be adversely affected if we continue to experience significant net customer attrition in our home heating oil and propane customer base. The following table depicts our gross customer gains, losses and net attrition from fiscal year 2020 to fiscal year 2024.
Risks Related to Customer Attrition, Competition, and Demand for Our Products Our operating results will be adversely affected if we continue to experience significant net customer attrition in our home heating oil and propane customer base. The following table depicts our gross customer gains, losses and net attrition from fiscal year 2021 to fiscal year 2025.
Any significant interruption in the service of these third-party terminals, the common carrier pipelines used or the barge companies that we hire to move product would adversely affect our ability to obtain product.
Any significant interruption in the service of these third-party terminals, the common carrier pipelines used, the barge companies and third-party haulers that we hire to move product would adversely affect our ability to obtain product.
Our substantial indebtedness and other financial obligations could: • impair our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, unit repurchases, paying distributions or general partnership purposes; • have a material adverse effect on us if we fail to comply with financial and affirmative and restrictive covenants in our debt agreements and an event of default occurs that is not cured or waived; • expose us to interest rate risk because a significant portion of our borrowings are at variable rates of interest; • limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and If we are unable to meet our debt service obligations and other financial obligations, we could be forced to restructure or refinance our indebtedness and other financial transactions, seek additional equity capital or sell our assets.
Our substantial indebtedness and other financial obligations could: • impair our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, unit repurchases, paying distributions or general partnership purposes; • have a material adverse effect on us if we fail to comply with financial and affirmative and restrictive covenants in our debt agreements and an event of default occurs that is not cured or waived; • expose us to interest rate risk because a significant portion of our borrowings are at variable rates of interest; and • limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate.
A substantial portion of our workforce is unionized, and we may face labor actions that could disrupt our operations or lead to higher labor costs and adversely affect our business. As of September 30, 2024, approximately 39% of our employees were covered under 62 different collective bargaining agreements.
A substantial portion of our workforce is unionized, and we may face labor actions that could disrupt our operations or lead to higher labor costs and adversely affect our business. As of September 30, 2025, approximately 40% of our employees were covered under 64 different collective bargaining agreements.
Increases in wholesale product costs may have adverse effects on our business, financial condition and results of operations, including the following: • reduced profit margins; • customer conservation; • customer attrition due to customers converting to lower cost heating products or suppliers; • reduced liquidity as a result of higher net receivables including customer credit balances, and/or inventory balances as we must fund a portion of any increase in receivables, inventory and hedging costs from our own cash resources and thereby reduce or eliminate funds that would otherwise be available for distributions and other purposes; • higher interest expense as a result of increased working capital borrowing to finance higher receivables and/or inventory balances; and higher bad debt expense and credit card processing costs as a result of higher selling prices.
Increases in wholesale product costs may have adverse effects on our business, financial condition and results of operations, including the following: • reduced profit margins; • customer conservation; • customer attrition due to customers converting to lower cost heating products or moving to lower cost suppliers; • reduced liquidity as we must fund a significant portion of any increase in receivables and inventory and all hedging costs from our own cash resources; • higher interest expense as a result of increased working capital borrowing to finance higher receivables and/or inventory balances; and higher bad debt expense and credit card processing costs as a result of higher selling prices.
Any acquisition may involve potential risks to us and ultimately to our unitholders, including an increase in our indebtedness, an increase in our working capital requirements, an inability to integrate the operations of the acquired business, an excess of customer loss from the acquired business, loss of key employees from the acquired business and the assumption of additional liabilities, including environmental liabilities .
Any acquisition may involve potential risks to us and ultimately to our unitholders, including an increase in our indebtedness, an increase in our working capital requirements, an inability to integrate the operations of the acquired business, an excess of customer loss from the acquired business, loss of key employees from the acquired business and the exposure to post-closing liabilities of the seller or otherwise associated with the acquired business .
Increased conservation and technological advances, including installation of improved insulation and the development of more efficient furnaces and other heating devices, such as electric heat pumps, have adversely affected the demand for our products by retail customers.
Increased conservation and technological advances, including installation of improved insulation and the development of more efficient furnaces and other heating devices, such as electric heat pumps, have adversely affected the demand for our products by retail customers. Future conservation measures or technological advances in heating, conservation, energy generation or other devices might reduce demand and adversely affect our operating results.
At September 30, 2024, we had outstanding under our seventh amended and restated revolving credit facility agreement a $210.0 million term loan, less than $0.1 million under the revolver portion of the agreement, $5.2 million of letters of credit, $14.2 million hedge positions were secured under the credit agreement and our availability was $166.5 million.
At September 30, 2025, we had outstanding under our seventh amended and restated revolving credit facility agreement a $189.0 million term loan, no borrowings outstanding under the revolver portion of the agreement, $5.1 million of letters of credit, $1.3 million hedge positions were secured under the credit agreement and our availability was $165.0 million.
For example, our borrowings under the revolver peaked at $79.6 million during the fiscal 2024 heating season.
For example, our borrowings under the revolver peaked at $75.4 million during the fiscal 2025 heating season.
When the wholesale price of home heating oil declines significantly after a customer enters into a price protection arrangement, some customers attempt to renegotiate their arrangement in order to enter into a lower cost pricing plan with us or terminate their arrangement and switch to a competitor, which may adversely impact our gross profit and operating results. 13 If, due to supply constraints or shortages, we cannot purchase sufficient quantities of products to meet our customer’s needs, our business and operations will be adversely affected.
When the wholesale price of home heating oil declines significantly after a customer enters into a price protection arrangement, some customers attempt to renegotiate their arrangement in order to enter into a lower cost pricing plan with us or terminate their arrangement and switch to a competitor, which may adversely impact our gross profit and operating results.
If increases in wholesale product costs cause our working capital requirements to exceed the amounts available under our revolving credit facility or should we fail to maintain the required availability or fixed charge coverage ratio, we would not have sufficient working capital to operate our business or cash available for distributions to unitholders.
Increases in wholesale product prices may also slow our customer collections as customers delay the payment of their bills, leading to higher accounts receivable. 13 If increases in wholesale product costs cause our working capital requirements to exceed the amounts available under our revolving credit facility or should we fail to maintain the required availability or fixed charge coverage ratio, we would not have sufficient working capital to operate our business or cash available for distributions to unitholders.
The following table depicts our estimated customer losses to natural gas and electricity conversions for the last five fiscal years. Losses to natural gas and electricity in our footprint for the home heating oil industry could be greater or less than our estimates.
Losses to natural gas and electricity in our footprint for the home heating oil industry could be greater or less than our estimates.
Our acquisition activities could result in operational difficulties, unrecoverable costs and other negative consequences, any of which may adversely impact our financial condition and results of operations.
Adverse operating and financial results may limit our access to capital and adversely affect our ability to make acquisitions. 17 Our acquisition activities could result in operational difficulties, unrecoverable costs and other negative consequences, any of which may adversely impact our financial condition and results of operations.
There is increasing attention in the United States and worldwide concerning the issue of climate change and the effect of greenhouse gas (“GHG”) emissions, from the combustion of carbon-based fossil fuels. Our heating oil and propane products are widely considered to be fossil fuels that produce GHG emissions.
In the recent years, there has been increased governmental regulation in response to climate change and concerning the effect of greenhouse gas (“GHG”) emissions, from the combustion of carbon-based fossil fuels. Our heating oil and propane products are widely considered to be fossil fuels that produce GHG emissions.
We might then be unable to obtain such financing or capital or sell our assets on satisfactory terms, if at all. We are not required to accumulate cash for the purpose of meeting our future obligations to our lenders, which may limit the cash available to service the final payment due on the term loan outstanding under our credit agreement.
We are not required to accumulate cash for the purpose of meeting our future obligations to our lenders, which may limit the cash available to service the final payment due on the term loan outstanding under our credit agreement.
Mark-to-market exposure with our bank group reduces our borrowing base and as such can reduce the amount available to us under our credit agreement. 14 A significant portion of our home heating oil volume is sold to price-protected customers (ceiling and fixed), and our gross margins could be adversely affected if we are not able to effectively hedge against fluctuations in the volume and cost of product sold to these customers.
A significant portion of our home heating oil volume is sold to price-protected customers (ceiling and fixed), and our gross margins could be adversely affected if we are not able to effectively hedge against fluctuations in the volume and cost of product sold to these customers.
If the frequency or magnitude of severe weather conditions or natural disasters such as hurricanes, blizzards or earthquakes increase, as a result of changes in climate or for other reasons, our results of operations and our financial performance could be negatively impacted by the extent of damage to our facilities or to our customers’ residential homes and business structures, or of disruption to the supply or delivery of the products we sell .
If the frequency or magnitude of severe weather conditions or natural disasters such as hurricanes, blizzards or earthquakes increase, as a result of changes in climate or for other reasons, our results of operations and our financial performance could be negatively impacted by the extent of damage to our facilities or to our customers’ residential homes and business structures, or of disruption to the supply or delivery of the products we sell . 18 Risks Related to Regulatory and Environmental Matters - See also Item 1 “Business – Government Regulations” Federal, state and local legislation in response to climate change has the potential to adversely impact the Company’s operations and reduce demand for our products and services.
Changes to existing tax laws or the enactment of future reform legislation could have a material impact on our financial condition, results of operations and ability to pay distributions to our unitholders.
Changes to existing tax laws or the enactment of future reform legislation could have a material impact on our financial condition, results of operations and ability to pay distributions to our unitholders. 19 Risks Related to Information Technology and Cybersecurity We depend on the use of information technology systems that have been and may in the future be a target of cyber-attacks.
Risks Related to Information Technology and Cybersecurity We depend on the use of information technology systems that have been and may in the future be a target of cyber-attacks. We rely on multiple information technology systems and networks that are maintained internally and by third-party vendors, and failure or breach of these systems could significantly impede operations.
We rely on multiple information technology systems and networks that are maintained internally and by third-party vendors, and failure or breach of these systems could significantly impede operations.
The amount of home heating oil volume that we hedge per price-protected customer with diesel fuel derivatives is based upon the estimated fuel consumption per average customer, per month by location. If the actual usage exceeds the amount of the hedged volume on a monthly basis, we could be required to obtain additional volume at unfavorable margins.
The amount of home heating oil volume that we hedge per price-protected customer with diesel fuel derivatives is based upon the estimated fuel consumption per average customer, per month by location.
We cannot assure that we will be able to identify attractive acquisition candidates in the future or that we will be able to acquire businesses on economically acceptable terms. Adverse operating and financial results may limit our access to capital and adversely affect our ability to make acquisitions.
We cannot assume that we will be able to identify attractive acquisition candidates in the future or that we will be able to acquire businesses on economically acceptable terms.
Future conservation measures or technological advances in heating, conservation, energy generation or other devices might reduce demand and adversely affect our operating results. 16 Our operating results will be adversely affected if we experience significant net customer attrition from conversions to alternative energy products, principally natural gas or electricity.
Our operating results will be adversely affected if we experience significant net customer attrition from conversions to alternative energy products, principally natural gas or electricity. The following table depicts our estimated customer losses to natural gas and electricity conversions for the last five fiscal years.
General Risk Factors We are subject to operating and litigation risks that could adversely affect our operating results whether or not covered by insurance.
In response to consumer spending, we may decide to offer a higher amount of discounts and incentives than we have historically, which may adversely impact our operating results. We are subject to operating and litigation risks that could adversely affect our operating results whether or not covered by insurance.
Removed
Increases in wholesale product prices may also slow our customer collections as customers are more likely to delay the payment of their bills, leading to higher accounts receivable.
Added
If, due to supply constraints or shortages, we cannot purchase sufficient quantities of products to meet our customer’s needs, our business and operations will be adversely affected.
Removed
We rely on the continued solvency of our wholesale product suppliers and derivatives, insurance and weather hedge counterparties.
Added
Mark-to-market exposure with our bank group reduces our borrowing base and as such can reduce the amount available to us under our credit agreement.
Removed
Risks Related to Regulatory and Environmental Matters - See also Item 1 “Business – Government Regulations” Federal, state and local legislation in response to climate change has the potential to adversely impact the Company’s operations and reduce demand for our products and services.
Added
If the actual usage exceeds the amount of the hedged volume on a monthly basis, we could be required to obtain additional volume at an unfavorable cost, which may reduce per gallon margins.
Removed
To combat the cause of global warming domestically, President Biden identified climate change as one of his administration’s top priorities and pledged to seek measures that would pave the path for the U.S. to achieve net zero GHG emissions by 2050.
Added
We monitor processes and procedures to reduce the risk of unauthorized trading and to maintain substantial balance between purchases and sales or future delivery obligations.
Removed
On August 16, 2022, President Biden signed the Inflation Reduction Act which aims to reduce GHG emissions by offering tax and other incentives desired to encourage homeowners to switch to alternative sources of energy than the ones we sell.
Added
Commencing July 1, 2025, we are subject to an increase from the current level of 5% to now a level of 10% in the minimum percentage of biodiesel that is required to be blended with home heating oil sold for heating purposes in buildings located in the States of New York and Connecticut (where a significant portion of our customers are located), and an increase from the current level of 10% to now a level of 20% in the minimum percentage of biodiesel that is required to be blended with home heating oil sold for heating purposes in buildings in Rhode Island.
Added
Depending upon the relationship of home heating oil and biodiesel, these regulations may decrease or increase our wholesale product costs in New York, Connecticut or Rhode Island.
Added
If we are unable to meet our debt service obligations and other financial obligations, we could be forced to restructure or refinance our indebtedness and other financial transactions, seek additional equity capital or sell our assets. We might then be unable to obtain such financing or capital or sell our assets on satisfactory terms, if at all.
Added
General Risk Factors International tariffs could materially and adversely affect our business and results of operations. The Trump administration has announced certain changes, and has proposed additional changes, in trade policies, including the imposition of significant tariffs on imports from other countries.
Added
These actions have resulted in, and are expected to further result in, foreign governments taking retaliatory trade actions, which could increase our cost to operate. These cost increases may result in increases in the prices we charge our customers thereby reducing demand for our products and services.
Added
To the extent that we cannot pass along cost increases by increasing the retail sales prices of our products and services, our profit margins will suffer. The imposition of certain tariffs, including the “reciprocal tariffs” announced by the Trump administration, have been introduced and paused on numerous occasions, pending negotiations with the relevant countries.
Added
As a result, there continues to be significant uncertainty regarding the extent and duration of applicable tariffs, and their impact on the global economy. Any resulting economic downturns or market volatility may result in increased customer conservation and attrition.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeHowever, we recognize that cybersecurity threats are constantly evolving, and future incidents remain a possibility. Despite our security measures and IT controls, we cannot guarantee that future cybersecurity incidents will be prevented. A successful attack could have significant consequences for the business. For more information on the risks associated with cybersecurity threats, see “Item 1A, Risk Factors.”
Biggest changeImpacts from Cybersecurity Threats Although we have experienced cybersecurity incidents, we do not believe they have, or are likely to have, a material impact on the business. However, we recognize that cybersecurity threats are constantly evolving, and future incidents remain a possibility. Despite our security measures and IT controls, we cannot guarantee that future cybersecurity incidents will be prevented.
ITEM 1C. CYBER SECURITY Risk Management and Strategy We have implemented a comprehensive information security program to assess, identify, and manage material risks from cybersecurity threats. This program includes policies and procedures that guide the development, implementation, and maintenance of security measures and controls. We utilize industry-standard metrics to evaluate the criticality of software, data assets, and operational technology.
ITEM 1C. CYBER SECURITY Risk Management and Strategy We have implemented an information security program to assess, identify, and manage material risks from cybersecurity threats. This program includes policies and procedures that guide the development, implementation, and maintenance of security measures and controls. We utilize industry-standard metrics to evaluate the criticality of software, data assets, and operational technology.
They report regularly to executive management on cybersecurity threats, resources, and program updates. Cybersecurity risk management is integrated into our overall risk management processes. The program monitors the prevention, detection, mitigation, and remediation of cybersecurity risks and incidents. The Vice President of IT presents updates on IT projects, including cybersecurity policies and programs, to executive management at least quarterly.
Cybersecurity risk management and strategy are integrated into our overall risk management processes. The program monitors the prevention, detection, assessment, mitigation, and remediation of cybersecurity risks and incidents. The Vice President of IT presents updates on IT projects, including cybersecurity policies and programs, to executive management at least quarterly.
These processes are intended to ensure that third-party systems and services comply with our cybersecurity program . Periodic cyber risk assessments of our operational technology network help us identify risks, which we address using risk-based analysis and judgment. We also conduct internal and external testing of software, hardware, and defensive systems in our efforts to uncover potential vulnerabilities.
Periodic cyber risk assessments of our operational technology network help us identify risks, which we address using risk-based analysis and judgment. We also conduct internal and external testing of software, hardware, and defensive systems in our efforts to uncover potential vulnerabilities. Third-party security firms are employed for certain controls and technology operations, including vulnerability scans and penetration testing.
Our employees receive cybersecurity awareness training upon hiring, with additional training provided on a regular basis. Governance The Vice President of Information Technology (IT) and the Director of IT Security are responsible for overseeing our cybersecurity risk management program. This includes managing internal cybersecurity staff, consulting with external cybersecurity experts, and staying informed through governmental and private sources.
Governance The Vice President of Information Technology (IT) and the Director of IT Security are responsible for overseeing our cybersecurity risk management program and assessing cybersecurity risks. This includes managing internal cybersecurity staff, consulting with external cybersecurity experts, and staying informed through governmental and private sources. They report regularly to executive management on cybersecurity threats, resources, and program updates.
Third-party security firms are employed for certain controls and technology operations, including vulnerability scans and penetration testing. Our approach to managing third-party cybersecurity threats includes pre-acquisition due diligence, contractual obligations, and ongoing performance monitoring. We employ governance, risk, and compliance (GRC) tools to manage cybersecurity risks and maintain business continuity and disaster recovery plans to prepare for potential disruptions.
Our approach to managing third-party cybersecurity threats includes pre-acquisition due diligence, contractual obligations, and ongoing performance monitoring. We employ governance, risk, and compliance (GRC) information technology tools to manage cybersecurity risks and maintain business continuity and disaster recovery plans to prepare for potential disruptions. Our employees receive cybersecurity awareness training upon hiring, with additional training provided on a regular basis.
Our cybersecurity efforts align with the Center for Internet Security (CIS) Controls and the National Institute of Standards and Technology (NIST) Cybersecurity Framework, with annual assessments to ensure compliance . Given our reliance on third-party software, service providers, and applications to support various business functions and security measures, we regularly conduct security audits and vendor management reviews.
We believe that our cybersecurity efforts align with the Center for Internet Security (CIS) Controls and the National Institute of Standards and Technology (NIST) Cybersecurity Framework, and we conduct annual assessments to ensure compliance .
The Board and Audit Committee have appointed one of its independent directors and members of the Audit Committee to sit on the IT Subcommittee.
The Board and Audit Committee have appointed one of the members of the Audit Committee to sit on the IT Subcommittee. This subcommittee 25 meets quarterly with key company leaders to review cybersecurity risks and audit findings and reports regularly to the Audit Committee .
Removed
This subcommittee meets quarterly with key company leaders to review cybersecurity risks and audit findings and reports regularly to the Audit Committee. 24 Impacts from Cybersecurity Threats Although we have experienced cybersecurity incidents, we do not believe they have, or are likely to have, a material impact on the business.
Added
Given our reliance on third-party software, service providers, and applications to support various business functions and security measures, we regularly conduct security audits and vendor management reviews. These processes are intended to ensure that third-party systems and services comply with our cybersecurity program .
Added
A successful attack could have significant consequences for the business. For more information on the risks associated with cybersecurity threats, see Item 1A, Risk Factors - "Risk Related to Information Technology and Cybersecurity."

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeAs of September 30, 2024, we had a fleet of approximately 1,134 truck and transport vehicles, the majority of which were owned, 1,195 service and 384 support vehicles, the majority of which were leased. Our obligations under our credit agreement are secured by liens and mortgages on substantially all of the Company’s and subsidiaries’ real and personal property.
Biggest changeAs of September 30, 2025, we had a fleet of approximately 1,169 truck and transport vehicles, the majority of which were owned; and, 1,211 service and 377 support vehicles, the majority of which were leased. Our obligations under our credit agreement are secured by liens and mortgages on substantially all of the Company’s and subsidiaries’ real and personal property.
ITEM 2. PR O PERTIES We currently provide services to our customers in the United States in twelve states and the District of Columbia, ranging from Massachusetts to Maryland from 41 principal operating locations and 82 depots, 53 of which are owned and 70 of which are leased.
ITEM 2. PR O PERTIES We currently provide services to our customers in the United States in twelve states and the District of Columbia, ranging from Massachusetts to Maryland from 42 principal operating locations and 81 depots, 57 of which are owned and 66 of which are leased.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. LEGAL PROCE EDINGS—LITIGATION We are involved from time to time in litigation incidental to the conduct of our business, but we are not currently a party to any material lawsuit or proceeding. ITEM 4. MINE SAF ETY DISCLOSURES Not applicable. 25 PART II
Biggest changeITEM 3. LEGAL PROCE EDINGS—LITIGATION We are involved from time to time in litigation incidental to the conduct of our business, but we are not currently a party to any material lawsuit or proceeding. ITEM 4. MINE SAF ETY DISCLOSURES Not applicable. 26 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeSGU – Common Unit Price Range Distributions Declared High Low per Unit Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Year Year Year Year Year Year Quarter Ended 2024 2023 2024 2023 2024 2023 December 31, $ 14.76 $ 12.20 $ 11.06 $ 8.10 $ 0.1625 $ 0.1525 March 31, $ 12.34 $ 13.33 $ 9.91 $ 10.98 $ 0.1625 $ 0.1525 June 30, $ 11.85 $ 15.22 $ 9.64 $ 12.34 $ 0.1725 $ 0.1625 September 30, $ 12.64 $ 14.00 $ 10.11 $ 11.31 $ 0.1725 $ 0.1625 As of November 30, 2024, there were approximately 185 holders of record of common units.
Biggest changeSGU – Common Unit Price Range Distributions Declared High Low per Unit Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Year Year Year Year Year Year Quarter Ended 2025 2024 2025 2024 2025 2024 December 31, $ 12.93 $ 14.76 $ 10.84 $ 11.06 $ 0.1725 $ 0.1625 March 31, $ 13.75 $ 12.34 $ 11.11 $ 9.91 $ 0.1725 $ 0.1625 June 30, $ 13.45 $ 11.85 $ 11.31 $ 9.64 $ 0.1850 $ 0.1725 September 30, $ 12.20 $ 12.64 $ 11.37 $ 10.11 $ 0.1850 $ 0.1725 As of November 30, 2025, there were approximately 176 holders of record of common units.
As a result, $6.0 million was paid to the Common Unit holders, $0.4 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. 26 Common Unit Repurchase Plans and Retirement Note 5 to the Consolidated Financial Statements concerning the Company’s repurchase of Common Units during the fiscal year ended September 30, 2024 is incorporated into this Item 5 by reference.
As a result, $6.1 million was paid to the Common Unit holders, $0.4 million to the general partner unit holders (including $0.4 million of incentive distribution as provided in our Partnership Agreement) and $0.4 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. 27 Common Unit Repurchase Plans and Retirement Note 5 to the Consolidated Financial Statements concerning the Company’s repurchase of Common Units during the fiscal year ended September 30, 2025 is incorporated into this Item 5 by reference.
ITEM 5. MARKET FOR REGISTRANT ’S UNITS AND RELATED MATTERS The common units, representing limited partner interests in Star, are listed and traded on the New York Stock Exchange, Inc.
ITEM 5. MARKET FOR REGISTRANT ’S UNITS, RELATED UNITHOLDER MATTERS AND ISSUER PURCHASES OF UNITS The common units, representing limited partner interests in Star, are listed and traded on the New York Stock Exchange, Inc.
In order to pay any distributions to unitholders or repurchase Common Units, the Company must maintain Availability (as defined in the credit agreement) not less than the greater of 15% of the Line Cap (lesser of the revolving credit facility borrowings and the borrowing base) and $40 million, on a historical pro forma and forward-looking basis, and a fixed charge coverage ratio of not less than 1.15 after giving pro forma effect to such distributions as if such distributions were paid on the first day of the relevant period.
In order to pay any distributions to unitholders or repurchase Common Units, the Company must maintain Availability (as defined in the credit agreement) not less than the greater of (i) 15% of the Line Cap (lesser of the aggregate revolving commitment and the borrowing base) which was $25.7 million at September 30, 2025 and (ii) $40 million on a historical pro forma and forward-looking basis, and a fixed charge coverage ratio of not less than 1.15 after giving pro forma effect to such distributions as if such distributions were paid on the first day of the relevant period.
There is no established public trading market for the Company’s 0.3 million general partner units. Distribution Provisions We are required to make distributions in an amount equal to our Available Cash, as defined in our Partnership Agreement, no more than 45 days after the end of each fiscal quarter, to holders of record on the applicable record dates.
The Company’s 0.3 million general partner units are not publicly traded or publicly listed. Distribution Provisions We are required to make distributions in an amount equal to our Available Cash, as defined in our Partnership Agreement, no more than 45 days after the end of each fiscal quarter, to holders of record on the applicable record dates.
On October 17, 2024, we declared a quarterly distribution of $0.1725 per unit, or $0.69 per unit on an annualized basis, on all Common Units with respect to the fourth quarter of fiscal 2024, paid on November 6, 2024, to holders of record on October 28, 2024.
On October 16, 2025, we declared a quarterly distribution of $0.1850 per unit, or $0.74 per unit on an annualized basis, on all Common Units with respect to the fourth quarter of fiscal 2025, paid on November 5, 2025, to holders of record on October 27, 2025.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeEBITDA and Adjusted EBITDA should not be considered as an alternative to net income (as an indicator of operating performance) or as an alternative to cash flow (as a measure of liquidity or ability to service debt obligations), but provide additional information for evaluating the Company’s ability to make the Minimum Quarterly Distribution. 36 EBITDA and Adjusted EBITDA are calculated as follows: 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 cost 988 1,084 Interest expense, net 11,560 15,532 Depreciation and amortization 31,494 32,350 EBITDA (a) 92,596 94,895 (Increase) / decrease in the fair value of derivative instruments 19,018 1,977 Adjusted EBITDA (a) 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 ) (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.
Biggest changeEBITDA and Adjusted EBITDA should not be considered as an alternative to net income (as an indicator of operating performance) or as an alternative to cash flow (as a measure of liquidity or ability to service debt obligations), but provide additional information for evaluating the Company’s ability to make the Minimum Quarterly Distribution. 37 EBITDA and Adjusted EBITDA are calculated as follows: Twelve Months Ended September 30, (in thousands) 2025 2024 Net income $ 73,495 $ 35,223 Plus: Income tax expense 29,407 13,331 Amortization of debt issuance cost 1,068 988 Interest expense, net 14,323 11,560 Depreciation and amortization 35,352 31,494 EBITDA (a) 153,645 92,596 (Increase) / decrease in the fair value of derivative instruments (13,390 ) 19,018 Other income, net (3,822 ) — Adjusted EBITDA (a) 136,433 111,614 Add / (subtract) Income tax expense (29,407 ) (13,331 ) Interest expense, net (14,323 ) (11,560 ) Provision for losses on accounts receivable 6,879 8,042 (Increase) decrease in receivables (14,011 ) 11,271 (Increase) decrease in inventories (3,231 ) 18,475 Decrease in customer credit balances (19,128 ) (15,546 ) Change in deferred taxes 8,527 (3,989 ) Change in other operating assets and liabilities (789 ) 6,002 Net cash provided by operating activities $ 70,950 $ 110,978 Net cash used in investing activities $ (99,854 ) $ (61,185 ) Net cash (used in) provided by financing activities $ (63,748 ) $ 22,351 (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. 38 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 and should be viewed in conjunction with measurements that are computed in accordance with GAAP.
The decrease was driven by a decrease in collection of trade receivables on a comparable basis (including accounts receivable and customer credit balance accounts) of $37.4 million that was partially offset by a $14.2 million increase in cash flows from operations, $5.2 million less payroll taxes paid in the first fiscal quarter of 2024 versus the first fiscal quarter of 2023 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, a $2.1 million decrease in cash required to purchase product inventory and $3.2 million of other net changes in working capital.
The decrease was driven by a decrease in collection of trade receivables on a comparable basis (including accounts receivable and customer credit balance accounts) of $37.4 million that was partially offset by a $14.2 million increase in cash flows from operations, $5.2 million less payroll taxes paid in the first fiscal quarter of 2024 versus the first fiscal quarter of 2023 as the result of deferring payment of certain payroll tax withholdings in first quarter of fiscal 2021 to the first fiscal quarter of fiscal 39 2023, a $2.1 million decrease in cash required to purchase product inventory and $3.2 million of other net changes in working capital.
Some of the limitations of EBITDA and Adjusted EBITDA are: • EBITDA and Adjusted EBITDA do not reflect our cash used for capital expenditures; 37 • 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.
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.
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.
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. 42 Critical Accounting Estimates Self-Insurance Liabilities We currently self-insure a portion of workers’ compensation, auto, general liability and medical claims.
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. 29 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.
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.
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.
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 31 factors, including price competition, move-outs, credit losses, conversions to natural gas and service disruptions.
(Increase) Decrease in the Fair Value of Derivative Instruments During fiscal 2024, the change in the fair value of derivative instruments resulted in a $19.0 million charge due to a decrease in the market value for unexpired hedges (a $14.6 million charge) and a $4.4 million charge due to the expiration of certain hedged positions.
During fiscal 2024, the change in the fair value of derivative instruments resulted in a $19.0 million charge due to a decrease in the market value for unexpired hedges (a $14.6 million charge) and a $4.4 million charge due to the expiration of certain hedged positions.
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. The Company entered into weather hedge contracts for fiscal years 2023 and 2024.
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. The Company entered into weather hedge contracts for fiscal year 2025 and 2024.
(See Note 16 - Leases) 40 (c) Represents non-cancelable commitments as of September 30, 2024 for operations such as customer related invoice and statement processing, voice and data phone/computer services, real estate taxes on leased property and our undiscounted future payment obligations to the New England Teamsters and Trucking Industry Pension Fund.
(See Note 16 - Leases) (c) Represents non-cancelable commitments as of September 30, 2025 for operations such as customer related invoice and statement processing, voice and data phone/computer services, real estate taxes on leased property and our undiscounted future payment obligations to the New England Teamsters and Trucking Industry Pension Fund.
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, 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.
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, tariff 40 regimes, 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.
Fiscal Year Ended September 30, 2023 Compared to Fiscal Year Ended September 30, 2022 See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations within the Form 10-K for the fiscal year ended September 30, 2023 for the fiscal 2023 to fiscal 2022 comparative discussion.
Fiscal Year Ended September 30, 2024 Compared to Fiscal Year Ended September 30, 2023 See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations within the Form 10-K for the fiscal year ended September 30, 2024 for the fiscal 2024 to fiscal 2023 comparative discussion.
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. 41
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. 43
Customer gains and losses of home heating oil and propane customers Fiscal Year Ended 2024 2023 2022 Net Net Net Gross Customer Gains / Gross Customer Gains / Gross Customer Gains / Gains Losses (Attrition) Gains Losses (Attrition) Gains Losses (Attrition) First Quarter 17,100 17,800 (700 ) 26,500 19,500 7,000 19,800 18,500 1,300 Second Quarter 9,300 14,400 (5,100 ) 9,300 18,100 (8,800 ) 12,700 17,300 (4,600 ) Third Quarter 4,700 11,000 (6,300 ) 5,300 12,600 (7,300 ) 6,400 14,300 (7,900 ) Fourth Quarter 7,900 12,400 (4,500 ) 8,900 14,600 (5,700 ) 11,400 15,800 (4,400 ) Total 39,000 55,600 (16,600 ) 50,000 64,800 (14,800 ) 50,300 65,900 (15,600 ) Customer gains (attrition) as a percentage of home heating oil and propane customer base Fiscal Year Ended 2024 2023 2022 Gross Customer Net Gross Customer Net Gross Customer Net Gains Losses Gains / (Attrition) Gains Losses Gains / (Attrition) Gains Losses Gains / (Attrition) First Quarter 4.3 % 4.5 % (0.2 )% 6.4 % 4.7 % 1.7 % 4.7 % 4.4 % 0.3 % Second Quarter 2.3 % 3.6 % (1.3 )% 2.2 % 4.3 % (2.1 )% 3.0 % 4.1 % (1.1 )% Third Quarter 1.2 % 2.8 % (1.6 )% 1.3 % 3.1 % (1.8 )% 1.5 % 3.4 % (1.9 )% Fourth Quarter 2.0 % 3.1 % (1.1 )% 2.1 % 3.5 % (1.4 )% 2.7 % 3.7 % (1.0 )% Total 9.8 % 14.0 % (4.2 )% 12.0 % 15.6 % (3.6 )% 11.9 % 15.6 % (3.7 )% 30 For fiscal 2024, the Company lost 16,600 accounts (net), or 4.2%, of its home heating oil and propane customer base, compared to 14,800 accounts lost (net), or 3.6%, of its home heating oil and propane customer base, during fiscal 2023.
Customer gains and losses of home heating oil and propane customers Fiscal Year Ended 2025 2024 2023 Net Net Net Gross Customer Gains / Gross Customer Gains / Gross Customer Gains / Gains Losses (Attrition) Gains Losses (Attrition) Gains Losses (Attrition) First Quarter 15,300 16,700 (1,400 ) 17,100 17,800 (700 ) 26,500 19,500 7,000 Second Quarter 9,900 14,500 (4,600 ) 9,300 14,400 (5,100 ) 9,300 18,100 (8,800 ) Third Quarter 4,600 11,600 (7,000 ) 4,700 11,000 (6,300 ) 5,300 12,600 (7,300 ) Fourth Quarter 7,000 13,600 (6,600 ) 7,900 12,400 (4,500 ) 8,900 14,600 (5,700 ) Total 36,800 56,400 (19,600 ) 39,000 55,600 (16,600 ) 50,000 64,800 (14,800 ) Customer gains (attrition) as a percentage of home heating oil and propane customer base Fiscal Year Ended 2025 2024 2023 Gross Customer Net Gross Customer Net Gross Customer Net Gains Losses Gains / (Attrition) Gains Losses Gains / (Attrition) Gains Losses Gains / (Attrition) First Quarter 3.8 % 4.1 % (0.3 )% 4.3 % 4.5 % (0.2 )% 6.4 % 4.7 % 1.7 % Second Quarter 2.5 % 3.7 % (1.2 )% 2.3 % 3.6 % (1.3 )% 2.2 % 4.3 % (2.1 )% Third Quarter 0.9 % 2.5 % (1.6 )% 1.2 % 2.8 % (1.6 )% 1.3 % 3.1 % (1.8 )% Fourth Quarter 1.6 % 3.2 % (1.6 )% 2.0 % 3.1 % (1.1 )% 2.1 % 3.5 % (1.4 )% Total 8.8 % 13.5 % (4.7 )% 9.8 % 14.0 % (4.2 )% 12.0 % 15.6 % (3.6 )% For fiscal 2025, the Company lost 19,600 accounts (net), or 4.7%, of its home heating oil and propane customer base, compared to 16,600 accounts lost (net), or 4.2%, of its home heating oil and propane customer base, during fiscal 2024.
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, 2024, we had approximately $76.7 million of self-insurance liabilities.
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, 2025, we had approximately $78.8 million of self-insurance liabilities.
Funding for capital requirements, at least in the near term, are expected to be funded by cash flows from operating activities, cash on hand as of September 30, 2024 ($117.3 million) or a combination thereof. We believe that these cash sources will also be sufficient to satisfy our capital requirements in the longer-term.
Funding for capital requirements, at least in the near term, are expected to be funded by cash flows from operating activities, cash on hand as of September 30, 2025 ($24.7 million) or a combination thereof. We believe that these cash sources will also be sufficient to satisfy our capital requirements in the longer-term.
Distributions for fiscal 2025, at the current quarterly level of $0.1725 per unit, would result in aggregate payments of approximately $23.9 million to Common Unit holders, $1.5 million to our General Partner (including $1.4 million of incentive distribution as provided for in our Partnership Agreement) and $1.4 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.
Distributions for fiscal 2026, at the current quarterly level of $0.1850 per unit, would result in aggregate payments of approximately $24.4 million to Common Unit holders, $1.6 million to our General Partner (including $1.5 million of incentive distribution as provided for in our Partnership Agreement) and $1.5 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.
To hedge against rising interest 35 rates, the Company utilizes interest rate swaps. At September 30, 2024, approximately 25% of borrowings under Star's variable-rate long term debt were not subject to interest rate increases as a result of interest rate swaps.
To hedge against rising interest rates, the Company utilizes interest rate swaps. At September 30, 2025, approximately 39% of borrowings under Star's variable-rate long term debt were not subject to interest rate increases as a result of interest rate swaps.
During fiscal 2024, $1.7 million of earnings were reinvested into an irrevocable trust to secure certain liabilities for 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.
During fiscal 2025, $2.6 million of earnings were reinvested into an irrevocable trust to secure certain liabilities for 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.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Statement Regarding Forward-Looking Disclosure This Annual Report on Form 10-K (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 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, pandemic and future 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.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Statement Regarding Forward-Looking Disclosure This Annual Report on Form 10-K (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 on wholesale product cost volatility, tariff regimes, including newly imposed U.S. tariffs and any additional responsive non-U.S. tariffs or additional U.S. tariffs, 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, pandemic and future 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 federal, state and municipal laws restricting greenhouse gases ("GHG") emissions and federal, state and local 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.
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: Heating Oil (in millions of gallons) and Propane Volume - Fiscal 2023 259.2 Net customer attrition (12.1 ) Impact of warmer temperatures — Acquisitions 5.3 Sale of certain assets (0.1 ) Other 1.1 Change (5.8 ) Volume - Fiscal 2024 253.4 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 fiscal 2024 compared to fiscal 2023: Twelve Months Ended Customers September 30, 2024 September 30, 2023 Residential Variable 41.9 % 42.1 % Residential Price-Protected (Ceiling and Fixed Price) 44.2 % 44.9 % Commercial/Industrial/Other 13.9 % 13.0 % Total 100.0 % 100.0 % Volume of motor fuel and other petroleum products sold decreased by 9.9 million gallons, or 7.1%, to 129.1 million gallons for fiscal 2024, compared to 139.0 million gallons for fiscal 2023.
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: Heating Oil (in millions of gallons) and Propane Volume - Fiscal 2024 253.4 Net customer attrition (13.2 ) Impact of colder temperatures 18.7 Acquisitions 25.1 Other (1.4 ) Change 29.2 Volume - Fiscal 2025 282.6 The following chart sets forth the percentage by volume of total home heating oil and propane sold to residential variable-price customers, residential price-protected customers, and commercial/industrial/other customers for fiscal 2025 compared to fiscal 2024: Twelve Months Ended Customers September 30, 2025 September 30, 2024 Residential Variable 46.8 % 44.2 % Residential Price-Protected (Ceiling and Fixed Price) 35.5 % 38.6 % Commercial/Industrial/Other 17.7 % 17.2 % Total 100.0 % 100.0 % Volume of motor fuel and other petroleum products sold decreased by 5.2 million gallons, or 4.0%, to 123.9 million gallons for fiscal 2025, compared to 129.1 million gallons for fiscal 2024.
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 bonus depreciation available for fixed assets purchased. However, this table does not include any forecast of future annual capital purchases.
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 bonus depreciation available for fixed assets purchased and placed in service. However, this table only includes assets purchased to date, and does not include any forecast for future annual capital purchases.
We are also required to maintain a senior secured leverage ratio that cannot be more than 3.0 as of June 30 th or September 30 th , and no more than 5.5 as of December 31 st or March 31 st .
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.
Long-term contractual obligations, except for our long-term debt and New England Teamsters and Trucking Industry Pension Fund withdrawal obligations and operating leases liabilities, are not recorded in our consolidated balance sheet. Non-cancelable purchase obligations are obligations we incur during the normal course of business, based on projected needs. The Company had no capital lease obligations as of September 30, 2024.
Long-term contractual obligations, except for our long-term debt and New England Teamsters and Trucking Industry Pension Fund withdrawal obligations and operating leases liabilities, are not recorded in our consolidated balance sheet. Non-cancelable purchase obligations are obligations we incur during the normal course of business, based on projected needs.
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.
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.
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 fiscal 2024 were less than 0.1% warmer than fiscal 2023 and 15.1% warmer than normal, as reported by NOAA.
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 fiscal 2025 were 8.2% colder than fiscal 2024 but 8.3% warmer than normal, as reported by NOAA.
We also repurchased 0.5 million Common Units for $4.5 million in connection with our unit repurchase plan, and paid distributions of $22.5 million to our Common Unit holders and $1.2 million to our General Partner unit holders (including $1.16 million of incentive distributions as provided in our Partnership Agreement).
We also repurchased 1.3 million Common Units for $15.6 million in connection with our unit repurchase plan, and paid distributions of $24.5 million to our Common Unit holders and $1.6 million to our General Partner unit holders (including $1.5 million of incentive distributions as provided in our Partnership Agreement).
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. Under these contracts the maximum amount the Company can receive is $12.5 million annually.
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. Under these contracts, the maximum amount the Company could have received was $15.0 million for fiscal 2025 and $12.5 million for fiscal 2024.
The year-over-year change was driven by a decrease in average borrowings of $52.8 million from $211.7 million for the fiscal 2023 to $158.9 million for fiscal 2024 that was partially offset by an increase in the weighted average interest rate from 6.5% for fiscal 2023 to 7.3% for fiscal 2024.
The year-over-year change was driven by an increase in average borrowings of $58.2 million from $158.9 million for the fiscal 2024 to $217.1 million for fiscal 2025 that was partially offset by a decrease in the weighted average interest rate from 7.3% for fiscal 2024 to 7.1% for fiscal 2025.
As of September 30, 2024, we had less than $0.1 million borrowings under our revolving credit facility, $210.0 million outstanding under our term loan, $5.2 million in letters of credit outstanding and $14.2 million hedge positions were secured under the credit agreement.
As of September 30, 2025, we had no borrowings under our revolving credit facility, $189.0 million outstanding under our term loan, $5.1 million in letters of credit outstanding and $1.3 million hedge positions were secured under the credit agreement.
During fiscal 2023, the change in the fair value of derivative instruments resulted in a $2.0 million charge as an increase in the market value for unexpired hedges (a $3.9 million credit) was more than offset by a $5.9 million charge due to the expiration of certain hedged positions.
(Increase) Decrease in the Fair Value of Derivative Instruments During fiscal 2025, the change in the fair value of derivative instruments resulted in a $13.4 million credit as a decrease in the market value for unexpired hedges (a $1.0 million charge) was more than offset by a $14.4 million credit due to the expiration of certain hedged positions.
Our capital expenditures for fiscal 2023 totaled $9.0 million, as we invested in our fleet and other equipment ($5.5 million), refurbished certain physical plants ($1.4 million), expanded our propane operations ($1.0 million) and invested in computer hardware and software ($1.1 million).
Investing Activities Our capital expenditures for fiscal 2025 totaled $14.9 million, as we invested in our fleet and other equipment ($9.1 million), refurbished certain physical plants ($2.2 million), expanded our propane operations ($1.7 million) and invested in computer hardware and software ($1.9 million).
During fiscal 2023, the Company acquired two heating oil businesses and one propane business for approximately $19.8 million. 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.
During fiscal 2025, the Company acquired one heating oil business and three propane businesses for approximately $80.5 million. During fiscal 2024, the Company acquired one propane business and four heating oil businesses for approximately $49.4 million. 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.
As of September 30, 2024, 39 we had accounts receivable of $95.0 million of which $63.5 million is due from residential customers and $31.5 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.
As of September 30, 2025, we had accounts receivable of $102.1 million of which $67.6 million is due from residential customers and $34.5 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.
For fiscal 2024, net customer attrition for the base business was 4.2%.
For fiscal 2025, net customer attrition for the base business was 4.7%.
Product volumes and wholesale product cost include heating oil, propane, motor fuels and other petroleum products. Installations and Services Sales For fiscal 2024, installation and service sales increased $15.2 million, or 5.0%, to $317.3 million, compared to $302.1 million for fiscal 2023. Installation sales increased by $8.8 million, or 7.6%, and service sales increased by $6.4 million, or 3.4%.
Product volumes and wholesale product cost include heating oil, propane, motor fuels and other petroleum products. 34 Installations and Services Sales For fiscal 2025, installation and service sales increased $29.5 million, or 9.3%, to $346.8 million, compared to $317.3 million for fiscal 2024. Installation sales increased by $11.7 million, or 9.5%, and service sales increased by $17.8 million, or 9.2%.
Under the terms of the credit agreement, if we permit Availability (as defined in the credit agreement) to be less than the greater of (a) 12.5% of the Line Cap (lesser of the revolving credit facility borrowings and the borrowing base) and (b) $35.0 million, we must maintain a fixed charge coverage ratio of 1.10.
Under the terms of the credit agreement, if Availability (as defined in the credit agreement) is less than the greater of (a) 12.5% of the Line Cap (lesser of the aggregate revolving commitment and the borrowing base) which was $21.4 million at September 30, 2025 and (b) $35.0 million, we must maintain a fixed charge coverage ratio of 1.10.
Prior to amending the bank facility, we also repaid $16.4 million of our term loan, borrowed $79.6 million under our revolving credit facility and subsequently repaid $79.8 million.
The $210 million of proceeds from the new term loan were used to repay the $132.1 million outstanding balance of the term loan under the prior credit facility. Prior to amending the bank facility, we also repaid $16.4 million of our term loan, borrowed $79.6 million under our revolving credit facility and subsequently repaid $79.8 million.
The amount of 28 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.
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.
In the base business, a $6.0 million increase in insurance claim costs and premiums and $0.9 million of other net expense increases was partially offset by a $5.5 million, or 5.1% decrease in delivery expenses driven by the 4.2% decline in home heating oil and propane volume sold in the base business.
The increase in the base business expenses was driven by a $2.3 million, or 2.2%, increase in delivery expenses due to a 4.1 million gallon, or 1.6%, increase in home heating oil and propane volume sold in the base business compared to the prior year and $2.6 million of other net expense increases that were partially offset by a $4.2 million decrease in insurance related costs.
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, 2020, through 2024, on a quarterly basis, is illustrated in the following chart (price per gallon): Fiscal 2024 (a) Fiscal 2023 Fiscal 2022 Fiscal 2021 Fiscal 2020 Quarter Ended Low High Low High Low High Low High Low High December 31 $ 2.51 $ 3.22 $ 2.78 $ 4.55 $ 2.06 $ 2.59 $ 1.08 $ 1.51 $ 1.86 $ 2.05 March 31 2.53 2.96 2.61 3.55 2.36 4.44 1.46 1.97 0.95 2.06 June 30 2.29 2.77 2.23 2.73 3.27 5.14 1.77 2.16 0.61 1.22 September 30 2.06 2.63 2.38 3.48 3.13 4.01 1.91 2.34 1.08 1.28 a) On November 30, 2024, the NYMEX ultra low sulfur diesel contract closed at $2.19 per gallon.
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, 2021, through 2025, on a quarterly basis, is illustrated in the following chart (price per gallon): Fiscal 2025 (a) Fiscal 2024 Fiscal 2023 Fiscal 2022 Fiscal 2021 Quarter Ended Low High Low High Low High Low High Low High December 31 $ 2.13 $ 2.40 $ 2.51 $ 3.22 $ 2.78 $ 4.55 $ 2.06 $ 2.59 $ 1.08 $ 1.51 March 31 2.16 2.62 2.53 2.96 2.61 3.55 2.36 4.44 1.46 1.97 June 30 1.97 2.54 2.29 2.77 2.23 2.73 3.27 5.14 1.77 2.16 September 30 2.23 2.51 2.06 2.63 2.38 3.48 3.13 4.01 1.91 2.34 a) On November 28, 2025, the NYMEX ultra low sulfur diesel contract closed at $2.33 per gallon. 29 Income Taxes New Federal Income Tax Legislation On July 4, 2025, the One Big Beautiful Bill Act was signed into law in the U.S., which contains several changes to corporate taxation including changes to depreciation deductions, deductions for interest expense and reinstated 100% bonus depreciation on fixed assets acquired and placed in service after January 19, 2025.
For the contracts applicable to fiscal 2023, we were additionally obligated to make an annual payment capped at $5.0 million if degree days exceeded the Payment Threshold. This obligation does not exist under the contract applicable to fiscal year 2024.
For the contracts applicable to fiscal 2025, we were additionally obligated to make an annual payment capped at $5.0 million if degree days exceeded the Payment Threshold. This obligation did not exist under the contract applicable for fiscal 2024. The temperatures experienced during the hedge period through March 31, 2025 were colder than the strikes in the weather hedge contracts.
The decrease was driven by a decrease in the effective income tax rate from 30.4% for fiscal 2023 to 27.5% for fiscal 2024 due primarily to a reduction in state taxes and a decrease in valuation allowance that was partially offset by a $2.6 million increase in income before income taxes.
The increase was driven by a $54.3 million increase in income before income taxes and an increase in the effective income tax rate from 27.5% for fiscal 2024 to 28.6% for fiscal 2025 due primarily to an increase in state taxes.
The maximum that the Company can receive is $15.0 million annually and we are additionally obligated to make an annual payment capped at $5.0 million if degree days exceed the Payment Threshold. If we had this same amount of coverage in place during fiscal 2024 we would have received $7.5 million more in April 2024.
The maximum that the Company can receive is $15.0 million annually and we are obligated to make an annual payment capped at $5.0 million if degree days exceed the Payment Threshold.
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 especially given the warmer than normal weather conditions in fiscal 2024 and fiscal 2023.
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. In fiscal 2025, the demand for service was greater than fiscal 2024 due to colder weather conditions. The gross profit from service increased by $2.1 million.
General and Administrative Expenses For fiscal 2024, general and administrative expenses increased $2.6 million, or 10.2%, to $28.4 million, compared to $25.8 million for fiscal 2023, due to a $0.9 million increase in profit sharing expense, a $0.9 million increase in salaries and benefits expenses and a $0.8 million reduction in the gain on the sale of fixed assets.
General and Administrative Expenses For fiscal 2025, general and administrative expenses increased $2.1 million, or 7.4%, to $30.5 million, compared to $28.4 million for fiscal 2024, due to a $1.5 million increase in profit sharing expense and a $0.6 million increase salaries and benefits expenses.
Interest Expense, Net For fiscal 2024, net interest expense decreased by $3.9 million, or 25.6%, to $11.6 million compared to $15.5 million for fiscal 2023.
Interest Expense, Net For fiscal 2025, net interest expense increased by $2.7 million, or 23.9%, to $14.3 million compared to $11.6 million for fiscal 2024.
The gross purchase price was allocated $10.4 million to intangible assets, $8.0 million to goodwill, $2.3 million to fixed assets, and reduced by $0.9 million in negative working capital. Financing Activities During fiscal 2024, we refinanced our five-year term loan and the revolving credit facility with the execution of the seventh amended and restated revolving credit facility agreement.
The gross purchase price was allocated $40.4 million to intangible assets, $13.7 million to goodwill, $4.9 million to fixed assets, and reduced by $9.6 million in negative working capital. Financing Activities During fiscal 2025, we repaid $21.0 million of our term loan, borrowed $75.4 million under our revolving credit facility and subsequently repaid $75.4 million.
During fiscal 2023, we deposited $1.6 million, and invested another $0.9 million, into an irrevocable trust to secure certain liabilities for our captive insurance company. During fiscal 2023, the Company acquired one propane and two heating oil businesses for approximately $19.8 million in cash.
During fiscal 2024, $1.7 million of earnings were reinvested into an irrevocable trust to secure certain liabilities for our captive insurance company. During fiscal 2024, the Company acquired one propane business and four heating oil businesses for approximately $49.4 million in cash.
Twelve Months Ended September 30, 2024 September 30, 2023 Home Heating Oil and Propane Amount (in millions) Per Gallon Amount (in millions) Per Gallon Volume 253.4 259.2 Sales $ 1,082.0 $ 4.2695 $ 1,202.2 $ 4.6384 Cost $ 656.2 $ 2.5895 $ 800.6 $ 3.0888 Gross Profit $ 425.8 $ 1.6800 $ 401.6 $ 1.5496 Motor Fuel and Other Petroleum Products Amount (in millions) Per Gallon Amount (in millions) Per Gallon Volume 129.1 139.0 Sales $ 366.8 $ 2.8406 $ 448.5 $ 3.2266 Cost $ 324.6 $ 2.5136 $ 403.6 $ 2.9034 Gross Profit $ 42.2 $ 0.3270 $ 44.9 $ 0.3232 Total Product Amount (in millions) Amount (in millions) Sales $ 1,448.8 $ 1,650.7 Cost $ 980.8 $ 1,204.2 Gross Profit $ 468.0 $ 446.5 For fiscal 2024, total product gross profit was $468.0 million, which was $21.5 million, or 4.8%, higher than fiscal 2023, due to an increase in home heating oil and propane margins ($33.2 million) that was partially offset by a decrease in home heating oil and propane volume sold ($9.0 million) and decrease in gross profit from other petroleum products ($2.7 million).
Twelve Months Ended September 30, 2025 September 30, 2024 Home Heating Oil and Propane Amount (in millions) Per Gallon Amount (in millions) Per Gallon Volume 282.6 253.4 Sales $ 1,119.8 $ 3.9619 $ 1,082.0 $ 4.2695 Cost $ 638.7 $ 2.2597 $ 656.2 $ 2.5895 Gross Profit $ 481.1 $ 1.7022 $ 425.8 $ 1.6800 Motor Fuel and Other Petroleum Products Amount (in millions) Per Gallon Amount (in millions) Per Gallon Volume 123.9 129.1 Sales $ 317.8 $ 2.5642 $ 366.8 $ 2.8406 Cost $ 273.7 $ 2.2083 $ 324.6 $ 2.5136 Gross Profit $ 44.1 $ 0.3559 $ 42.2 $ 0.3270 Total Product Amount (in millions) Amount (in millions) Sales $ 1,437.6 $ 1,448.8 Cost $ 912.4 $ 980.8 Gross Profit $ 525.2 $ 468.0 For fiscal 2025, total product gross profit was $525.2 million, which was $57.2 million, or 12.2%, higher than fiscal 2024, due to an increase in home heating oil and propane volume sold ($49.0 million), an increase in home heating oil and propane margins ($6.3 million) and an increase in gross profit from other petroleum products ($1.9 million). 35 Cost of Installations and Services Total installation costs for fiscal 2025 increased by $10.0 million or 9.9%, to $110.9 million, compared to $100.9 million of installation costs for fiscal 2024.
Net Income For fiscal 2024, net income increased $3.3 million, or 10.3%, to $35.2 million, primarily due to a $14.7 million increase in Adjusted EBITDA, a $3.9 million decrease in interest expense, a $0.9 million decrease in depreciation and amortization expenses and a decrease in income tax expense of $0.7 million that was partially offset by a $17.0 million unfavorable change in the fair value of derivative instruments.
Net Income For fiscal 2025, net income increased $38.3 million, or 108.7%, to $73.5 million, primarily due to a $32.4 million favorable change in the fair value of derivative instruments, a $24.8 million increase in Adjusted EBITDA and a $3.8 million gain on the sale of land and a building at a New Jersey operating location that was partially offset by a $16.1 million increase in income tax expense, a $3.9 million increase in depreciation and amortization expenses and a $2.7 million increase in interest expense.
Estimated Depreciation and Amortization Expense (in thousands) Fiscal Year Book Tax 2024 $ 32,461 $ 32,544 2025 29,591 27,645 2026 24,141 25,236 2027 22,029 23,307 2028 18,808 22,309 2029 16,681 19,393 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.
Estimated Depreciation and Amortization Expense (in thousands) Fiscal Year Book Tax 2025 $ 36,420 $ 56,078 2026 33,763 32,718 2027 30,679 30,361 2028 27,203 28,486 2029 24,759 25,331 2030 21,025 22,237 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.
Gross customer losses were 9,200 accounts lower primarily due to reduction in the number of customer relocations and other factors. For fiscal 2023, the Company lost 14,800 accounts (net), or 3.6%, of its home heating oil and propane customer base, compared to 15,600 accounts lost (net), or 3.7%, of its home heating oil and propane customer base, during fiscal 2022.
Gross customer losses were 9,200 accounts lower primarily due to reduction in the number of customer relocations and other factors. During fiscal 2025, we estimate that we lost (1.3%) of our home heating oil and propane accounts to natural gas and electricity conversions versus (1.4%) for fiscal 2024 and (1.6%) for fiscal 2023.
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.
Book versus Tax Deductions The amount of our cash flow generated in any given year depends upon a variety of factors including the amount of our cash income taxes. The amount of depreciation and amortization that we deduct for book (i.e., financial reporting) purposes differs from the amount that the Company can deduct for Federal tax purposes.
In both fiscal 2024 and 2023, the demand for service was less than expected due to the warmer than normal weather conditions. We realized a combined gross profit from services and installations of $33.9 million for fiscal 2024 compared to a combined gross profit of $24.2 million for fiscal 2023, a $9.7 million increase in profitability.
We realized a combined gross profit from services and installations of $37.7 million for fiscal 2025 compared to a combined gross profit of $33.9 million for fiscal 2024, a $3.8 million increase in profitability.
The amounts were received in full in April 2024 and April 2023, respectively. For fiscal 2025, the Company entered into weather hedge contracts with the similar hedge period described above.
In fiscal 2024, we reduced delivery and branch expenses by $7.5 million under those weather hedge contracts, and received the amount in full in April 2024. For fiscal 2026, the Company entered into weather hedge contracts with the similar hedge period described above.
On that basis, home heating oil and propane margins for fiscal 2024 increased by $0.1304 per gallon, or 8.4%, to $1.6800 per gallon, from $1.5496 per gallon during fiscal 2023. We cannot assume that the per gallon margins realized during fiscal 2024 are sustainable for future periods.
On that basis, home heating oil and propane margins for fiscal 2025 increased by $0.0222 per gallon, or 1.3%, to $1.7022 per gallon, from $1.6800 per gallon during fiscal 2024. In the base business, home heating and propane margins for fiscal 2025 increased by $0.0512 per gallon, or 3.1% to $1.7312 per gallon.
The temperatures experienced during the hedge period through March 31, 2024 and March 31, 2023 were warmer than the strikes in the weather hedge contracts. As a result for fiscal 2024 and 2023, the Company reduced delivery and branch expenses for the gains realized under those contracts of $7.5 million and $12.5 million, respectively.
As a result in fiscal 2025, we increased delivery and branch expense by $3.1 million under those weather hedge contracts, and paid the amount in full in April 2025. By comparison, the temperatures experienced during the hedge period through March 31, 2024 were warmer than the strikes in the weather hedge contract.
Product Sales For fiscal 2024, product sales decreased $201.9 million, or 12.2%, to $1,448.8 million, compared to $1,650.7 million in fiscal 2023, due to a decrease in average selling prices and a decrease in total volume sold of 3.9%. Selling prices decreased largely due to a decrease in wholesale product cost of $0.4602 per gallon, or 15.2%.
Product Sales For fiscal 2025, product sales decreased $11.2 million, or 0.8%, to $1,437.6 million, compared to $1,448.8 million in fiscal 2024, due to a decrease in average selling prices that was slightly offset by an increase in total volume sold of 6.3%.
Product sales and cost of product include home heating oil, propane, motor fuel, other petroleum products and liquidated damages billings.
We cannot assume that the per gallon margins realized during fiscal 2025 are sustainable for future periods. Product sales and cost of product include home heating oil, propane, motor fuel, other petroleum products and liquidated damages billings.
Under the terms of our seventh amended and restated revolving credit facility agreement, our term loan is repayable in quarterly payments of $5.3 million. We are not required to make an additional term loan repayments due to Excess Cash Flow in fiscal 2024 (see Note 13 - Long-Term Debt and Bank Facility Borrowings).
Under the terms of our seventh amended and restated revolving credit facility agreement, our term loan is repayable in quarterly payments of $5.3 million.
Amortization of Debt Issuance Costs For fiscal 2024, amortization of debt issuance costs decreased to $1.0 million from $1.1 million for fiscal 2023. Income Tax Expense For fiscal 2024, the Company’s income tax expense decreased by $0.7 million to $13.3 million, from $14.0 million for fiscal 2023.
Income Tax Expense For fiscal 2025, the Company’s income tax expense increased by $16.1 million to $29.4 million, from $13.3 million for fiscal 2024.
As of September 30 2024 Availability as defined in the seventh amended and restated revolving credit facility agreement was $166.5 million and we were in compliance with the financial covenants. Maintenance capital expenditures for fiscal 2025 are estimated to be approximately $12.8 million, excluding the capital requirements for leased fleet which we currently estimate to be $13.3 million.
As of September 30 2025 Availability as defined in the seventh amended and restated revolving credit facility agreement was $165.0 million and we were in compliance with the financial covenants.
Depreciation and Amortization Expenses For fiscal 2024, depreciation and amortization expense decreased $0.9 million, or 2.6%, to $31.5 million, compared to $32.4 million for fiscal 2023, primarily due to intangible assets that fully amortized in the prior fiscal year.
Depreciation and Amortization Expenses For fiscal 2025, depreciation and amortization expense increased $3.9 million, or 12.2%, to $35.4 million, compared to $31.5 million for fiscal 2024, primarily due to acquisitions.
Gross customer gains were 300 accounts lower than the prior year’s comparable period, and gross customer losses were 1,100 accounts lower primarily due to reduction in the number of customer relocations.
Gross customer gains were 2,200 accounts less than the prior year’s comparable period and gross customer losses were 800 accounts higher due largely to an increase in credit losses .
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 on liquid product prices could increase future attrition due to higher losses from credit related issues.
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. Customers sourced by our buying group and association partners are included in our home heating oil and propane customer base.
The following table details sales generated from the assets sold: (in thousands) Year Ended September 30, 2022 Volume: Home heating oil and propane 2,147 Motor fuel and other petroleum products 27 Sales: Petroleum products $ 9,355 Installations and services 1,323 Total Sales $ 10,678 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 Annual Report. 32 Fiscal Year Ended September 30, 2024 Compared to Fiscal Year Ended September 30, 2023 Volume For fiscal 2024, the retail volume of home heating oil and propane sold decreased by 5.8 million gallons, or 2.2%, to 253.4 million gallons, compared to 259.2 million gallons for fiscal 2023.
(in thousands of gallons) Fiscal 2025 Acquisitions Acquisition Number Month of Acquisition Home Heating Oil and Propane Motor Fuel and Other Petroleum Products Total 1 October 709 1,126 1,835 2 January 7,209 758 7,967 3 March 3,078 1,810 4,888 4 April 722 — 722 11,718 3,694 15,412 (in thousands of gallons) Fiscal 2024 Acquisitions Acquisition Number Month of Acquisition Home Heating Oil and Propane Motor Fuel and Other Petroleum Products Total 1 November 1,210 222 1,432 2 November 885 369 1,254 3 February 1,473 1,097 2,570 4 February 1,936 — 1,936 5 September 17,752 — 17,752 23,256 1,688 24,944 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 Annual Report. 33 Fiscal Year Ended September 30, 2025 Compared to Fiscal Year Ended September 30, 2024 Volume For fiscal 2025, the retail volume of home heating oil and propane sold increased by 29.2 million gallons, or 11.5%, to 282.6 million gallons, compared to 253.4 million gallons for fiscal 2024.
The gross purchase price was allocated $40.4 million to intangible assets, $13.7 million to goodwill, $4.9 million to fixed assets, and reduced by $9.6 million in negative working capital.
The gross purchase price was allocated $38.7 million to intangible assets, $17.7 million to goodwill, $25.2 million to fixed assets, and reduced by $1.1 million in negative working capital. During fiscal 2025, the Company acquired certain intangible and fixed assets for $7.7 million and sold certain assets for cash proceeds of $0.3 million.
The table below summarizes the payment schedule of our contractual obligations at September 30, 2024 (in thousands): Payments Due by Fiscal Year Total 2025 2026 and 2027 2028 and 2029 Thereafter Debt obligations (a) $ 210,005 $ 21,005 $ 42,000 $ 147,000 $ — Operating lease obligations (b) 113,399 25,240 43,459 26,894 17,806 Purchase obligations and other (c) 57,274 12,418 10,594 6,074 28,188 Interest obligations (d) 48,470 13,074 26,294 9,102 — $ 429,148 $ 71,737 $ 122,347 $ 189,070 $ 45,994 (a) Reflects payments due of debt existing as of September 30, 2024, considering the terms of our credit agreement.
The Company had no capital lease obligations as of September 30, 2025. 41 The table below summarizes the payment schedule of our contractual obligations at September 30, 2025 (in thousands): Payments Due by Fiscal Year Total 2026 2027 and 2028 2029 and 2030 Thereafter Debt obligations (a) $ 189,000 $ 21,000 $ 42,000 $ 126,000 $ — Operating lease obligations (b) 115,985 25,820 43,386 29,169 17,610 Purchase obligations and other (c) 55,194 12,654 11,384 6,044 25,112 Interest obligations (d) 46,084 13,924 23,058 9,102 — $ 406,263 $ 73,398 $ 119,828 $ 170,315 $ 42,722 (a) Reflects payments due of debt existing as of September 30, 2025, considering the terms of our credit agreement.
During fiscal 2024, we estimate that we lost (1.4%) of our home heating oil and propane accounts to natural gas and electricity conversions versus (1.6%) for fiscal 2023 and (1.5%) for fiscal 2022. Losses to natural gas and electricity in our footprint for the heating oil and propane industry could be greater or less than the Company’s estimates.
Losses to natural gas and electricity in our footprint for the heating oil and propane industry could be greater or less than the Company’s estimates. 32 Acquisitions The timing of acquisitions and the types of products sold by acquired companies impact year-over-year comparisons.
Gross profit from installations increased by $3.0 million due to an increase in sales dollars and an improvement in the gross profit margin realized on installation sales. Service expense decreased by $0.2 million, or 0.1%, to $182.5 million for fiscal 2024, representing 94.2% of service sales, versus $182.7 million, or 97.5% of service sales, for fiscal 2023.
Service expense increased by $15.7 million, or 8.6%, to $198.2 million for fiscal 2025, representing 93.7% of service sales, versus $182.5 million, or 94.2% of service sales, for fiscal 2024. The increase was largely due to higher service sales from recent acquisitions.
The increase was partially driven by $5.2 million of sales generated from recent acquisitions, and the remainder was driven by a concerted effort to expand these offerings to our customers as well as annual price increases. 33 Cost of Product For fiscal 2024, cost of product decreased $223.4 million, or 18.5%, to $980.8 million, compared to $1,204.2 million for fiscal 2023, due to a decrease in wholesale product cost of $0.4602 per gallon, or 15.2% and a decrease in total volume sold of 3.9%.
The increase was driven by $22.6 million of sales generated from recent acquisitions, and the remainder was driven by a concerted effort to expand these offerings to our customers as well as annual price increases.
The increase was also driven by $6.4 million of expenses from recent acquisitions and a $1.4 million, or 0.4% increases in base business expenses.
This compares to the prior-year period which, due to warmer weather, the Company recorded a credit of $7.5 million under its weather hedge contract. The increase was also driven by $23.1 million of expenses from recent acquisitions and a $0.7 million increase in net base business expenses.
Cost of Installations and Services Total installation costs for fiscal 2024 increased by $5.7 million or 6.0%, to $100.9 million, compared to $95.2 million of installation costs for fiscal 2023, primarily due to higher installation revenues of $8.8 million. Installation costs as a percentage of installation sales were 81.7% for fiscal 2024 and 83.0% for fiscal 2023.
This increase was largely due to the higher installation sales from recent acquisitions. Installation costs as a percentage of installation sales were 82.1% for fiscal 2025 and 81.7% for fiscal 2024. The gross profit from installations increased by $1.7 million.
The increase was partially offset by a $25.9 million unfavorable change in accounts payable due to the pricing and timing of inventory purchases, an $11.7 million decrease in cash flows from operations, $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, and $2.8 million of other net changes in working capital. 38 Investing Activities Our capital expenditures for fiscal 2024 totaled $10.7 million, as we invested in our fleet and other equipment ($6.1 million), refurbished certain physical plants ($2.1 million), expanded our propane operations ($1.2 million) and invested in computer hardware and software ($1.3 million).
Our capital expenditures for fiscal 2024 totaled $10.7 million, as we invested in our fleet and other equipment ($6.1 million), refurbished certain physical plants ($2.1 million), expanded our propane operations ($1.2 million) and invested in computer hardware and software ($1.3 million).
Adjusted EBITDA For fiscal 2024, Adjusted EBITDA increased by $14.7 million, or 15.2%, to $111.6 million compared to fiscal 2023, 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 reduction in home heating oil and propane volume sold in the base business and a decrease in the weather hedge benefit of $5.0 million year-over-year.
The increase in Adjusted EBITDA in the base business was driven by an increase in home heating oil and propane per gallon margins, higher home heating oil and propane volume sold due to colder weather and an improvement in service and installation profitability.
Delivery and Branch Expenses For fiscal 2024, delivery and branch expenses increased $12.8 million to $366.4 million, compared to $353.6 million for fiscal 2023. During fiscal 2024, the company recorded a benefit under the weather hedge of $7.5 million compared to a benefit of $12.5 million during fiscal 2023 that accounts for a $5.0 million increase in expense.
Delivery and Branch Expenses For fiscal 2025, delivery and branch expenses increased $34.4 million to $400.8 million, compared to $366.4 million for fiscal 2024. The temperatures experienced from November 2024 through March 2025 (the weather hedge period) were colder than the strike prices and, therefore, the Company recorded an expense under those weather hedge contracts of $3.1 million.
Finance Charge Income For fiscal 2024, finance charge income decreased by $0.9 million, or 17.0%, to $4.6 million compared to $5.5 million for fiscal 2023, due to less late customer payment charges on reduced aged receivables that was partially driven by the reduction in sales.
The dollar amount of the profit sharing pool adjusts accordingly based on Adjusted EBITDA levels achieved. 36 Finance Charge Income For fiscal 2025, finance charge income increased by $0.3 million, or 7.4%, to $4.9 million compared to $4.6 million for fiscal 2024, primarily due to higher customer late payment charges.
Removed
Acquisitions The timing of acquisitions and the types of products sold by acquired companies impact year-over-year comparisons. Subsequent to September 30, 2024 the Company acquired a heating oil business for approximately $0.7 million. During fiscal 2024, the Company acquired one propane and four heating oil businesses for approximately $49.4 million.
Added
Tariffs In April 2025, the U.S. government announced a baseline tariff of 10% on certain products imported from all countries and an additional individualized reciprocal tariff on some countries, including Canada and China.
Removed
(in thousands of gallons) Fiscal 2025 Acquisitions Acquisition Number Month of Acquisition Home Heating Oil and Propane Motor Fuel and Other Petroleum Products Total 1 October 709 1,126 1,835 709 1,126 1,835 (in thousands of gallons) Fiscal 2024 Acquisitions Acquisition Number Month of Acquisition Home Heating Oil and Propane Motor Fuel and Other Petroleum Products Total 1 November 1,210 222 1,432 2 November 885 369 1,254 3 February 1,473 1,097 2,570 4 February 1,936 — 1,936 5 September 17,752 — 17,752 23,256 1,688 24,944 (in thousands of gallons) Fiscal 2023 Acquisitions Acquisition Number Month of Acquisition Home Heating Oil and Propane Motor Fuel and Other Petroleum Products Total 1 October 556 403 959 2 November 494 — 494 3 August 1,447 — 1,447 2,497 403 2,900 31 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).

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeBased on a hypothetical ten percent increase in the cost of product at September 30, 2024, the potential impact on our hedging activity would be to increase the fair market value of these outstanding derivatives by $7.1 million from $(14.1) million to a fair market value of $(7.0) million; and conversely a hypothetical ten percent decrease in the cost of product would decrease the fair market value of these outstanding derivatives by $5.0 million to a fair market value of $(19.1) million.
Biggest changeBased on a hypothetical ten percent increase in the cost of product at September 30, 2025, the potential impact on our hedging activity would be to increase the fair market value of these outstanding derivatives by $10.7 million from $(0.5) million to a fair market value of $10.2 million; and conversely a hypothetical ten percent decrease in the cost of product would decrease the fair market value of these outstanding derivatives by $8.0 million to a fair market value of $(8.5) million.
In the event that interest rates associated with this facility were to increase 100 basis points, the after tax impact on annual future cash flows would be a decrease of $1.1 million. We regularly use derivative financial instruments to manage our exposure to market risk related to changes in the current and future market price of home heating oil.
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 $0.8 million. We regularly use derivative financial instruments to manage our exposure to market risk related to changes in the current and future market price of home heating oil.
ITEM 7A. QUANTITATIVE AND QUALITAT IVE DISCLOSURES ABOUT MARKET RISK We are exposed to interest rate risk primarily through our credit agreement. We utilize these borrowings to meet our working capital needs. At September 30, 2024, we had outstanding borrowings totaling $210.0 million, of which $158.0 million are subject to variable interest rates under our credit agreement.
ITEM 7A. QUANTITATIVE AND QUALITAT IVE DISCLOSURES ABOUT MARKET RISK We are exposed to interest rate risk primarily through our credit agreement. We utilize these borrowings to meet our working capital needs. At September 30, 2025, we had outstanding borrowings totaling $189.0 million, of which $114.5 million are subject to variable interest rates under our credit agreement.

Other SGU 10-K year-over-year comparisons