Employee Benefit Plans

12 Months Ended

Sep. 30, 2022

Retirement Benefits [Abstract]

Employee Benefit Plans

14) Employee Benefit Plans

Defined Contribution Plans

The Company has 401(k) and other defined contribution plans that cover eligible non-union and union employees, and makes employer contributions to these plans, subject to IRS limitations. The Company’s 401(k) plan provides for each participant to contribute from 0% to 60% of compensation, subject to IRS limitations. The Company’s aggregate contributions to the 401(k) plans during fiscal 2022, 2021, and 2020, were $8.5 million, $8.2 million, and $7.9 million, respectively. The Company’s aggregate contribution to the other defined contribution plans for fiscal years 2022, 2021, and 2020, were $0.5 million, $0.6 million, and $0.6 million respectively.

Management Incentive Compensation Plan

The Company has a Management Incentive Compensation Plan (“the Plan”). The long-term compensation structure is intended to align the employee’s performance with the long-term performance of our unitholders. Under the Plan, certain named employees who participate shall be entitled to receive a pro rata share of an amount in cash equal to:

•50% of the distributions (“Incentive Distributions”) of Available Cash in excess of the minimum quarterly distribution of $0.0675 per unit otherwise distributable to Kestrel Heat pursuant to the Company Agreement on account of its general partner units; and

•50% of the cash proceeds (the “Gains Interest”) which Kestrel Heat shall receive from the sale of its general partner units (as defined in the Partnership Agreement), less expenses and applicable taxes.

The pro rata share payable to each participant under the Plan is based on the number of participation points as described under “Fiscal 2022 Compensation Decisions—Management Incentive Compensation Plan.” The amount paid in Incentive Distributions is governed by the Partnership Agreement and the calculation of Available Cash.

To fund the benefits under the Plan, Kestrel Heat has agreed to forego receipt of the amount of Incentive Distributions that are payable to plan participants. For accounting purposes, amounts payable to management under this Plan will be treated as compensation and will reduce net income. Kestrel Heat has also agreed to contribute to the Company, as a contribution to capital, an amount equal to the Gains Interest payable to participants in the Plan by the Company. The Company is not required to reimburse Kestrel Heat for amounts payable pursuant to the Plan.

The Plan is administered by the Company’s Chief Financial Officer under the direction of the Board or by such other officer as the Board may from time to time direct. In general, no payments will be made under the Plan if the Company is not distributing cash under the Incentive Distributions described above.

In fiscal 2012, the Board of Directors adopted certain amendments (the “Plan Amendments”) to the Plan. Under the Plan Amendments, the number and identity of the Plan participants and their participation interests in the Plan have been frozen at the current levels. In addition, under the Plan Amendments, the plan benefits (to the extent vested) may be transferred upon the death of a participant to his or her heirs. A participant’s vested percentage of his or her plan benefits will be 100% during the time a participant is an employee or consultant of the Company. Following the termination of such positions, a participant’s vested percentage is equal to 20% for each full or partial year of employment or consultation with the Company starting with the fiscal year ended September 30, 2012 (33 1/3% in the case of the Company’s chief executive officer at that time).

The Company distributed to management and the general partner Incentive Distributions of approximately $2,055,000 during fiscal 2022, $1,833,000 during fiscal 2021, and $1,654,000 during fiscal 2020. Included in these amounts for fiscal 2022, 2021, and 2020, were distributions under the management incentive compensation plan of $1,028,000, $917,000, and $827,000, respectively, of which named executive officers received approximately $434,431 during fiscal 2022, $386,857 during fiscal 2021, and $349,494 during fiscal 2020. With regard to the Gains Interest, Kestrel Heat has not given any indication that it will sell its general partner units within the next twelve months. Thus the Plan’s value attributable to the Gains Interest currently cannot be determined.

Multiemployer Pension Plans

At September 30, 2022, approximately 45% of our employees were covered by collective bargaining agreements and approximately 23% of our employees are in collective bargaining agreements that are up for renewal within the next fiscal year. We contribute to various multiemployer union administered pension plans under the terms of collective bargaining agreements that provide for such plans for covered union-represented employees. The risks of participating in these multiemployer plans are different from single-employer plans in that assets contributed are pooled and may be used to provide benefits to employees of other participating employers. If a participating employer stops contributing to the plan, the remaining participating employers may be required to bear the unfunded obligations of the plan. If we choose to stop participating in a multiemployer plan, we may be required to pay a withdrawal liability in part based on the underfunded status of the plan.

The following table outlines our participation and contributions to multiemployer pension plans for the periods ended September 30, 2022, 2021, and 2020. The EIN/Pension Plan Number column provides the Employer Identification Number (“EIN”) and the three-digit plan number. The most recent Pension Protection Act Zone Status for 2022 and 2021 relates to the plans’ two most recent fiscal year-ends, based on information received from the plans as reported on their Form 5500 Schedule MB. Among other factors, plans in the red zone are generally less than 65 percent funded and are designated as critical or critical and declining, plans in the yellow zone are less than 80 percent funded and are designated as endangered, and plans in the green zone are at least 80 percent funded. As of September 30, 2022 the New England Teamsters and Trucking Industry Pension Fund (“the NETTI Fund”), IAM National Pension, Teamsters Local 469 Pension and Local 445 Pension funds have been classified as carrying “red zone” status, meaning that the value of fund’s assets are less than 65% of the actuarial value of the fund’s benefit obligations or have made a voluntary election. The FIP/RP Status Pending/Implemented column indicates plans for which a financial improvement plan (“FIP”) or a rehabilitation plan (“RP”) is either pending or has been implemented. Certain plans have been aggregated in the All Other Multiemployer Pension Plans line of the following table, as our participation in each of these individual plans is not significant.

For the Westchester Teamsters Pension Fund, Local 553 Pension Fund and Local 463 Pension Fund, we provided more than 5 percent of the total plan contributions from all employers for 2022, 2021 and 2020, as disclosed in the respective plan’s Form 5500. The collective bargaining agreements of these plans require contributions based on the hours worked and there are no minimum contributions required.

Pension Protection Act Zone Status

FIP / RP Status

Company Contributions (in thousands)

Pension Fund

EIN / Pension Plan Number

2022

2021

Pending / Implemented

2022

2021

2020

Surcharge Imposed

Expiration Date of Collective- Bargaining Agreements

New England Teamsters and Trucking Industry Pension Fund

04-6372430/ 001

Red

Red

Yes / Implemented

$

2,605

$

2,563

$

2,659

No

9/30/22 to 8/31/27

Westchester Teamsters Pension Fund

13-6123973/ 001

Green

Green

N/A

1,153

1,100

887

No

1/31/24 to 12/31/24

Local 553 Pension Fund

13-6637826/ 001

Green

Green

N/A

2,741

2,841

2,678

No

1/15/2023

Local 463 Pension Fund

11-1800729/ 001

Green

Green

N/A

133

138

138

No

2/28/23 to 6/30/25

IAM National Pension Fund

51-6031295/ 002

Red

Red

Yes / Implemented

2,585

2,532

2,822

Yes

5/31/23 to 9/30/25

Teamsters Local 469 Pension Plan

22-6172237 / 001

Red

Red

Yes / Implemented

21

11

20

Yes

8/31/24

Local 445 Pension Fund

13-1864489/ 001

Red

Red

Yes / Implemented

8

7

5

Yes

10/31/24

All Other Multiemployer Pension Plans

391

411

448

Total Contributions

$

9,637

$

9,603

$

9,657

Agreement with the New England Teamsters and Trucking Industry Pension Fund

In fiscal 2015, the Teamsters ratified an agreement among certain subsidiaries of the Company and the NETTI Fund, a multiemployer pension plan in which such subsidiaries participate, providing for the Company’s participating subsidiaries to withdraw from the NETTI Fund’s original employer pool and enter the NETTI Fund’s new employer pool. The NETTI Fund includes over two hundred of our current employees. The withdrawal from the original employer pool triggered an undiscounted withdrawal obligation of $48.0 million that is to be paid in equal monthly installments over 30 years, or $1.6 million per year.

Our status in the newly-established pool of the NETTI Fund is accounted for as participation in a new multiemployer pension plan, and therefore we recognize expense based on the contractually-required contribution for each period, and we recognize a liability for any contributions due and unpaid at the end of a reporting period.

As of September 30, 2022 we had $0.3 million and $16.2 million balances included in the captions accrued expenses and other current liabilities and other long-term liabilities, respectively, on our consolidated balance sheet representing the remaining balance of the NETTI Fund withdrawal liability. As of September 30, 2021 we had $0.2 million and $16.5 million balances included in the captions accrued expenses and other current liabilities and other long-term liabilities, respectively. Based on the borrowing rates currently available to the Company for long-term financing of a similar maturity, the fair value of the NETTI Fund withdrawal liability as of September 30, 2022 and September 30, 2021 were $20.2 million and $25.8 million, respectively. We utilized Level 2 inputs in the fair value hierarchy of valuation techniques to determine the fair value of this liability.

Defined Benefit Plans

The Company has two frozen defined benefit pension plans (“the Plan”). The Company has no post-retirement benefit plans.

The following table provides the net periodic benefit cost for the period, a reconciliation of the changes in the Plan assets, projected benefit obligations, and the amounts recognized in other comprehensive income and accumulated other comprehensive income at the dates indicated using a measurement date of September 30 (in thousands):

															Gross Pension
	Net Periodic					Fair									Related
	Pension					Value of									Accumulated
	Cost in					Pension			Projected			Other			Other
	Income					Plan			Benefit			Comprehensive			Comprehensive
Debit / (Credit)	Statement			Cash		Assets			Obligation			(Income) / Loss			Income
Fiscal Year 2020
Beginning balance						$	66,838		$	(65,007	)				$	15,104
Interest cost		1,875								(1,875	)
Actual return on plan assets		(6,538	)				6,538
Employer contributions					—		—
Benefit payments							(4,288	)		4,288
Investment and other expenses		(539	)							539
Difference between actual and expected return on plan assets		4,268											(4,268	)
Anticipated expenses		334								(334	)
Actuarial loss										(3,009	)		3,009
Amortization of unrecognized net actuarial loss		1,617											(1,617	)
Annual cost/change	$	1,017		$	—		2,250			(391	)	$	(2,876	)		(2,876	)
Ending balance						$	69,088		$	(65,398	)				$	12,228
Funded status at the end of the year									$	3,690
Fiscal Year 2021
Interest cost		1,541								(1,541	)
Actual return on plan assets		(678	)				678
Employer contributions					—		—
Benefit payments							(4,429	)		4,429
Investment and other expenses		(377	)							377
Difference between actual and expected return on plan assets		(1,386	)										1,386
Anticipated expenses		345								(345	)
Actuarial gain										1,184			(1,184	)
Amortization of unrecognized net actuarial loss		937											(937	)
Annual cost/change	$	382		$	—		(3,751	)		4,104		$	(735	)		(735	)
Ending balance						$	65,337		$	(61,294	)				$	11,493
Funded status at the end of the year									$	4,043
Fiscal Year 2022
Interest cost		1,560								(1,560	)
Actual return on plan assets		13,658					(13,658	)
Employer contributions					—		—
Benefit payments							(4,225	)		4,225
Investment and other expenses		(507	)							507
Difference between actual and expected return on plan assets		(15,200	)										15,200
Anticipated expenses		—								—
Actuarial gain										13,869			(13,869	)
Amortization of unrecognized net actuarial loss		896											(896	)
Annual cost/change	$	407		$	—		(17,883	)		17,041		$	435			435
Ending balance						$	47,454		$	(44,253	)				$	11,928
Funded status at the end of the year									$	3,201

At September 30, 2022 the amounts included on the balance sheet in deferred charges and other assets were $3.2 million, and at September 30, 2021 the amounts included on the balance sheet in deferred charges and other assets were $4.0 million.

For the fiscal year ended September 30, 2022, the actuarial gain was primarily due to the increase in the weighted average discount rate relating to the two frozen defined benefit plans from 2.65% as of September 30, 2021 to 5.50% as of September 30, 2022. For the fiscal years ended September 30, 2021 and September 30, 2020, the actuarial gains and losses affecting the benefit obligations were not material.

The $11.9 million net actuarial loss balance at September 30, 2022 for the two frozen defined benefit pension plans in accumulated other comprehensive income will be recognized and amortized into net periodic pension costs as an actuarial loss in future years. The estimated amount that will be amortized from accumulated other comprehensive income into net periodic pension cost over the next fiscal year is $1.5 million.

	September 30,
Weighted-Average Assumptions Used in the Measurement of the Company’s Benefit Obligation	2022	2021	2020
Discount rate at year end date	5.50%	2.65%	2.45%
Expected return on plan assets for the year ended	3.77%	3.66%	4.36%
Rate of compensation increase	N/A	N/A	N/A

The expected return on plan assets is determined based on the expected long-term rate of return on plan assets and the market-related value of plan assets determined using fair value.

The Company’s expected long-term rate of return on plan assets is updated at least annually, taking into consideration our asset allocation, historical returns on the types of assets held, and the current economic environment. For fiscal year 2023, the Company’s assumption for return on plan assets will be 4.6% per annum.

The discount rate used to determine net periodic pension expense for fiscal year 2022, 2021, and 2020 was 5.50%, 2.65%, and 2.45%, respectively. The discount rate used by the Company in determining pension expense and pension obligations reflects the yield of high quality (AA or better rating by a recognized rating agency) corporate bonds whose cash flows are expected to match the timing and amounts of projected future benefit payments.

The Plan’s objectives are to have the ability to pay benefit and expense obligations when due, to maintain the funded ratio of the Plan, to maximize return within reasonable and prudent levels of risk in order to minimize contributions and charges to the profit and loss statement, and to control costs of administering the Plan and managing the investments of the Plan. The target asset allocation of the Plan (currently 90% domestic fixed income, 7% domestic equities and 2% international equities and 1% cash and cash equivalents) is based on a long-term perspective, and as the Plan gets closer to being fully funded, the allocations have been adjusted to lower volatility from equity holdings.

The Company had no Level 2 or Level 3 pension plan assets during the two years ended September 30, 2022. The fair values and percentage of the Company’s pension plan assets by asset category are as follows (in thousands):

	September 30,
	2022			2021
			Concentration			Concentration
Asset Category	Level 1		Percentage	Level 1		Percentage
Corporate and U.S. government bond fund (1)	$	42,921	90%	$	59,068	90%
U.S. large-cap equity (1)		3,411	7%		4,765	7%
International equity (1)		817	2%		1,165	2%
Cash		305	1%		339	1%
Total	$	47,454	100%	$	65,337	100%

(1)Represent investments in Vanguard funds that seek to replicate the asset category description.

The Company is not obligated to make a minimum required contribution in fiscal year 2023, and currently does not expect to make an optional pension contribution.

Expected benefit payments over each of the next five years will total approximately $3.9 million per year. Expected benefit payments for the five years thereafter will aggregate approximately $16.9 million.