Goodwill and Other Intangible Assets

9 Months Ended

Jun. 25, 2016

Goodwill And Intangible Assets Disclosure [Abstract]

6.	Goodwill and Other Intangible Assets

Goodwill represents the excess of the purchase price over the fair value of net assets acquired. Goodwill is subject to an impairment review at a reporting unit level, on an annual basis as of the end of fiscal July of each year, or when an event occurs or circumstances change that would indicate potential impairment.

The Partnership has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, the Partnership determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. However, if the Partnership concludes otherwise, then it is required to perform the first step of the two-step impairment test.

Under the two-step impairment test, the Partnership assesses the carrying value of goodwill at a reporting unit level based on an estimate of the fair value of the respective reporting unit. Fair value of the reporting unit is estimated using discounted cash flow analyses taking into consideration estimated cash flows in a ten-year projection period and a terminal value calculation at the end of the projection period. If the fair value of the reporting unit exceeds its carrying value, the goodwill associated with the reporting unit is not considered to be impaired. If the carrying value of the reporting unit exceeds its fair value, an impairment loss is recognized to the extent that the carrying amount of the associated goodwill, if any, exceeds the implied fair value of the goodwill.

The carrying values of goodwill assigned to the Partnership’s operating segments are as follows:

				Fuel oil and			Natural gas
	Propane			refined fuels			and electricity		Total
Balance as of September 26, 2015
Goodwill	$	1,075,091		$	10,900		$	7,900	$	1,093,891
Accumulated adjustments		—			(6,462	)		—		(6,462	)
	$	1,075,091		$	4,438		$	7,900	$	1,087,429

Fiscal 2016 Activity
Goodwill acquired (1)	$	14,710		$	—		$	—	$	14,710
Goodwill disposed (2)		(7,504	)		—			—		(7,504	)

Balance as of June 25, 2016
Goodwill	$	1,082,297		$	10,900		$	7,900	$	1,101,097
Accumulated adjustments		—			(6,462	)		—		(6,462	)
	$	1,082,297		$	4,438		$	7,900	$	1,094,635

Other intangible assets consist of the following:

	As of
	June 25,			September 26,
	2016			2015
Customer relationships (1) (2)	$	492,656		$	471,829
Non-compete agreements (1)		31,040			27,815
Tradenames		3,482			3,482
Other		1,967			1,967
		529,145			505,093

Less: accumulated amortization
Customer relationships		(212,165	)		(173,823	)
Non-compete agreements		(21,744	)		(19,337	)
Tradenames		(3,441	)		(3,069	)
Other		(1,143	)		(1,075	)
		(238,493	)		(197,304	)
	$	290,652		$	307,789

(1)	Reflects the impact from the Propane USA acquisition (Note 3).

(2)	Reflects the impact from the disposition of certain assets and operations in a non-strategic market of the propane

segment (Note 3).

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

+ References + Details