SUBURBAN PROPANE PARTNERS LP - Quarter Report: 2023 March (Form 10-Q)

10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended March 25, 2023


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

Commission File Number: 1-14222

SUBURBAN PROPANE PARTNERS, L.P.

(Exact name of registrant as specified in its charter)


Delaware	22-3410353
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

240 Route 10 West

Whippany, NJ 07981

(973) 887-5300

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

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


Title of each class	Trading Symbol	Name of exchange on which registered
Common Units	SPH	New York Stock Exchange

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

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

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


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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

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

At May 1, 2023, there were 63,495,624 Common Units of Suburban Propane Partners, L.P. outstanding.

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SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES

INDEX TO FORM 10-Q


		Page
	PART I. FINANCIAL INFORMATION	1

ITEM 1.	FINANCIAL STATEMENTS (UNAUDITED)	1

	Condensed Consolidated Balance Sheets as of March 25, 2023 and September 24, 2022	1

	Condensed Consolidated Statements of Operations for the three months ended March 25, 2023 and March 26, 2022	2

	Condensed Consolidated Statements of Operations for the six months ended March 25, 2023 and March 26, 2022	3

	Condensed Consolidated Statements of Comprehensive Income for the three and six months ended March 25, 2023 and March 26, 2022	4

	Condensed Consolidated Statements of Cash Flows for the six months ended March 25, 2023 and March 26, 2022	5

	Condensed Consolidated Statements of Partners’ Capital for the three months ended March 25, 2023 and March 26, 2022	6

	Condensed Consolidated Statements of Partners’ Capital for the six months ended March 25, 2023 and March 26, 2022	7

	Notes to Condensed Consolidated Financial Statements	8

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	25

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	36

ITEM 4.	CONTROLS AND PROCEDURES	37



	PART II. OTHER INFORMATION	39

ITEM 1.	LEGAL PROCEEDINGS	39

ITEM 1A.	RISK FACTORS	39

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	39

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	39

ITEM 4.	MINE SAFETY DISCLOSURES	39

ITEM 5.	OTHER INFORMATION	39

ITEM 6.	EXHIBITS	40

SignaturEs		41

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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements (“Forward-Looking Statements”) as defined in the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, relating to future business expectations and predictions, project developments, and financial condition and results of operations of Suburban Propane Partners, L.P. (the “Partnership”). Some of these statements can be identified by the use of forward-looking terminology such as “prospects,” “outlook,” “believes,” “estimates,” “intends,” “may,” “will,” “should,” “could,” “anticipates,” “expects” or “plans” or the negative or other variation of these or similar words, or by discussion of trends and conditions, strategies or risks and uncertainties. These Forward-Looking Statements involve certain risks and uncertainties that could cause actual results to differ materially from those discussed or implied in such Forward-Looking Statements (statements contained in this Quarterly Report identifying such risks and uncertainties are referred to as “Cautionary Statements”). The risks and uncertainties that could impact the Partnership’s results include, but are not limited to, the following risks:

•

The impact of weather conditions on the demand for propane, fuel oil and other refined fuels, natural gas, renewable natural gas (“RNG”) and electricity;

•

Volatility in the unit cost of propane, renewable propane, fuel oil and other refined fuels, natural gas, RNG and electricity, the impact of the Partnership’s hedging and risk management activities, and the adverse impact of price increases on volumes sold as a result of customer conservation;

•

The impact of the COVID-19 pandemic and the corresponding government response, including the impact across the Partnership’s businesses on demand and operations, as well as on the operations of the Partnership’s suppliers, customers and other business partners, and the effectiveness of the Partnership’s actions taken in response to these risks;

•

The ability of the Partnership to compete with other suppliers of propane, renewable propane, fuel oil, RNG and other energy sources;

•

The impact on the price and supply of propane, fuel oil and other refined fuels from the political, military or economic instability of the oil producing nations, including Russian military action in Ukraine, global terrorism and other general economic conditions, including the economic instability resulting from natural disasters such as pandemics, including the COVID-19 pandemic;

•

The ability of the Partnership to acquire and maintain sufficient volumes of, and the costs to the Partnership of acquiring, reliably transporting and storing, propane, renewable propane, fuel oil and other refined fuels;

•

The ability of the Partnership to attract and retain employees and key personnel to support the growth of our business;

•

The ability of the Partnership to retain customers or acquire new customers;

•

The impact of customer conservation, energy efficiency and technology advances on the demand for propane, fuel oil and other refined fuels, natural gas, RNG and electricity;

•

The ability of management to continue to control expenses and manage inflationary increases in fuel, labor and other operating costs;

•

Risks related to the Partnership’s renewable fuel projects, including the willingness of customers to purchase fuels generated by the projects, the permitting, financing, construction, development and operation of supporting facilities, the Partnership’s ability to generate a sufficient return on its renewable fuel projects, the Partnership’s dependence on third-party partners to help manage and operate renewable fuel investment projects, and increased regulation and dependence on government funding for commercial viability of renewable fuel investment projects;

•

The generation and monetization of environmental attributes produced by the Partnership’s renewable fuel projects, changes to legislation and/or regulations concerning the generation and monetization of environmental attributes and any pricing volatility in the open markets where environmental attributes are traded:

•

The impact of changes in applicable statutes and government regulations, or their interpretations, including those relating to the environment and climate change, human health and safety laws and regulations, derivative instruments, the sale or marketing of propane and renewable propane, fuel oil and other refined fuels, natural gas, RNG and electricity and other regulatory developments that could impose costs and liabilities on the Partnership’s business;

•

The impact of changes in tax laws that could adversely affect the tax treatment of the Partnership for income tax purposes;

•

The impact of legal risks and proceedings on the Partnership’s business;

•

The impact of operating hazards that could adversely affect the Partnership’s operating results to the extent not covered by insurance;

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•

The Partnership’s ability to make strategic acquisitions, successfully integrate them and realize the expected benefits of those acquisitions;

•

The ability of the Partnership and any third-party service providers on which it may rely for support or services to continue to combat cybersecurity threats to their respective and shared networks and information technology;

•

The impact of current conditions in the global capital, credit and environmental attribute markets, and general economic pressures; and,

•

Other risks referenced from time to time in filings with the Securities and Exchange Commission (“SEC”) and those factors listed or incorporated by reference into the Partnership’s most recent Annual Report under “Risk Factors.”

Some of these Forward-Looking Statements are discussed in more detail in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report. Reference is also made to the risk factors discussed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended September 24, 2022. On different occasions, the Partnership or its representatives have made or may make Forward-Looking Statements in other filings with the SEC, press releases or oral statements made by or with the approval of one of the Partnership’s authorized executive officers. Readers are cautioned not to place undue reliance on Forward-Looking Statements, which reflect management’s view only as of the date made. The Partnership undertakes no obligation to update any Forward-Looking Statement or Cautionary Statement, except as required by law. All subsequent written and oral Forward-Looking Statements attributable to the Partnership or persons acting on its behalf are expressly qualified in their entirety by the Cautionary Statements in this Quarterly Report and in future SEC reports.

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)


	March 25,			September 24,
	2023			2022
ASSETS
Current assets:
Cash and cash equivalents	$	7,180		$	4,100
Accounts receivable, less allowance for doubtful accounts of $5,735 and $4,822, respectively		139,527			78,529
Inventories		66,166			66,921
Other current assets		41,220			25,310
Total current assets		254,093			174,860
Property, plant and equipment, net		652,596			563,784
Operating lease right-of-use assets		139,710			136,578
Goodwill		1,145,182			1,113,423
Other intangible assets, net		82,903			40,002
Other assets		76,621			75,079
Total assets	$	2,351,105		$	2,103,726

LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities:
Accounts payable	$	69,337		$	35,173
Accrued employment and benefit costs		37,324			43,333
Customer deposits and advances		75,492			127,592
Operating lease liabilities		32,557			32,126
Other current liabilities		68,467			68,398
Total current liabilities		283,177			306,622
Long-term borrowings		1,235,195			1,077,329
Accrued insurance		53,433			53,945
Operating lease liabilities		106,078			103,670
Other liabilities		64,971			64,630
Total liabilities		1,742,854			1,606,196
Commitments and contingencies
Partners’ capital:
Common Unitholders (63,490 and 62,987 units issued and outstanding at March 25, 2023 and September 24, 2022, respectively)		620,520			510,126
Accumulated other comprehensive loss		(12,269	)		(12,596	)
Total partners’ capital		608,251			497,530
Total liabilities and partners’ capital	$	2,351,105		$	2,103,726

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per unit amounts)

(unaudited)


	Three Months Ended
	March 25,		March 26,
	2023		2022
Revenues
Propane	$	457,140	$	516,821
Fuel oil and refined fuels		38,126		43,501
Natural gas and electricity		11,856		14,395
All other		19,379		13,378
		526,501		588,095
Costs and expenses
Cost of products sold		231,608		239,031
Operating		127,450		119,418
General and administrative		25,700		23,623
Depreciation and amortization		16,064		14,062
		400,822		396,134
Operating income		125,679		191,961
Interest expense, net		19,871		15,254
Other, net		1,106		1,234
Income before provision for income taxes		104,702		175,473
Provision for income taxes		225		371
Net income	$	104,477	$	175,102
Net income per Common Unit - basic	$	1.63	$	2.77
Weighted average number of Common Units outstanding - basic		63,922		63,268
Net income per Common Unit - diluted	$	1.62	$	2.74
Weighted average number of Common Units outstanding - diluted		64,368		63,796

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per unit amounts)

(unaudited)


	Six Months Ended
	March 25,		March 26,
	2023		2022
Revenues
Propane	$	799,493	$	847,938
Fuel oil and refined fuels		68,267		64,467
Natural gas and electricity		20,546		23,618
All other		35,665		27,479
		923,971		963,502
Costs and expenses
Cost of products sold		414,261		435,369
Operating		243,161		225,148
General and administrative		48,712		43,421
Depreciation and amortization		29,843		30,347
		735,977		734,285
Operating income		187,994		229,217
Interest expense, net		35,865		30,553
Other, net		2,081		2,364
Income before provision for (benefit from) income taxes		150,048		196,300
Provision for (benefit from) income taxes		177		(100	)
Net income	$	149,871	$	196,400
Net income per Common Unit - basic	$	2.35	$	3.11
Weighted average number of Common Units outstanding - basic		63,780		63,150
Net income per Common Unit - diluted	$	2.34	$	3.09
Weighted average number of Common Units outstanding - diluted		64,179		63,612

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)


	Three Months Ended				Six Months Ended
	March 25,		March 26,		March 25,		March 26,
	2023		2022		2023		2022
Net income	$	104,477	$	175,102	$	149,871	$	196,400
Other comprehensive income:
Amortization of net actuarial losses and prior service credits into earnings		163		294		327		588
Other comprehensive income		163		294		327		588
Total comprehensive income	$	104,640	$	175,396	$	150,198	$	196,988

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Six Months Ended
	March 25,			March 26,
	2023			2022
Cash flows from operating activities:
Net income	$	149,871		$	196,400
Adjustments to reconcile net income to net cash provided by operations:
Depreciation and amortization		29,843			30,347
Compensation costs recognized under Restricted Unit Plan		4,360			5,609
Other, net		1,884			1,939
Changes in assets and liabilities:
Accounts receivable		(56,848	)		(91,047	)
Inventories		755			(10,816	)
Other current and noncurrent assets		9,039			(23,892	)
Accounts payable		28,845			32,104
Accrued employment and benefit costs		(6,131	)		(6,971	)
Customer deposits and advances		(52,100	)		(53,527	)
Contributions to defined benefit pension plan		(2,000	)		(1,110	)
Other current and noncurrent liabilities		(2,124	)		16,503
Net cash provided by operating activities		105,394			95,539
Cash flows from investing activities:
Capital expenditures		(24,032	)		(22,319	)
Investments in and acquisitions of businesses *		(114,928	)		(33,775	)
Proceeds from sale of business		—			850
Proceeds from sale of property, plant and equipment		1,465			2,192
Net cash (used in) investing activities		(137,495	)		(53,052	)
Cash flows from financing activities:
Proceeds from borrowings under revolving credit facility		367,100			221,700
Repayments of borrowings under revolving credit facility		(276,200	)		(219,200	)
Partnership distributions		(41,105	)		(40,789	)
Other, net		(3,832	)		(3,180	)
Net cash provided by (used in) financing activities		45,963			(41,469	)
Net increase in cash, cash equivalents and restricted cash		13,862			1,018
Cash, cash equivalents and restricted cash at beginning of period		4,100			5,808
Cash, cash equivalents and restricted cash at end of period	$	17,962		$	6,826

Less: restricted cash		10,782			-
Cash and cash equivalents, end of period	$	7,180		$	6,826

* Refer to Note 4, “Investments in and Acquisitions of Businesses.”

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL

(in thousands)

(unaudited)


	Three Months Ended March 25, 2023
						Accumulated
						Other			Total
	Number of		Common			Comprehensive			Partners’
	Common Units		Unitholders			(Loss)			Capital
Balance, beginning of period		63,486	$	534,788		$	(12,432	)	$	522,356
Net income				104,477			—			104,477
Other comprehensive income				—			163			163
Partnership distributions				(20,634	)		—			(20,634	)
Common Units issued under Restricted Unit Plan		4		—			—			—
Compensation costs recognized under Restricted Unit Plan				1,889			—			1,889
Balance, end of period		63,490	$	620,520		$	(12,269	)	$	608,251


	Three Months Ended March 26, 2022
						Accumulated
						Other			Total
	Number of		Common			Comprehensive			Partners’
	Common Units		Unitholders			(Loss)			Capital
Balance, beginning of period		62,964	$	444,638		$	(17,290	)	$	427,348
Net income				175,102			—			175,102
Other comprehensive income				—			294			294
Partnership distributions				(20,464	)		—			(20,464	)
Common Units issued under Restricted Unit Plan		4		(31	)		—			(31	)
Compensation costs recognized under Restricted Unit Plan				2,900			—			2,900
Balance, end of period		62,968	$	602,145		$	(16,996	)	$	585,149

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL

(in thousands)

(unaudited)


	Six Months Ended March 25, 2023
						Accumulated
						Other			Total
	Number of		Common			Comprehensive			Partners’
	Common Units		Unitholders			(Loss)			Capital
Balance, beginning of period		62,987	$	510,126		$	(12,596	)	$	497,530
Net income				149,871			—			149,871
Other comprehensive income				—			327			327
Partnership distributions				(41,105	)		—			(41,105	)
Common Units issued under Restricted Unit Plan		503		(2,732	)		—			(2,732	)
Compensation costs recognized under Restricted Unit Plan				4,360			—			4,360
Balance, end of period		63,490	$	620,520		$	(12,269	)	$	608,251


	Six Months Ended March 26, 2022
						Accumulated
						Other			Total
	Number of		Common			Comprehensive			Partners’
	Common Units		Unitholders			(Loss)			Capital

Balance, beginning of period		62,538	$	443,005		$	(17,584	)	$	425,421
Net income				196,400			—			196,400
Other comprehensive income				—			588			588
Partnership distributions				(40,789	)		—			(40,789	)
Common Units issued under Restricted Unit Plan		430		(2,080	)		—			(2,080	)
Compensation costs recognized under Restricted Unit Plan				5,609			—			5,609
Balance, end of period		62,968	$	602,145		$	(16,996	)	$	585,149

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except unit and per unit amounts)

(unaudited)

Partnership Organization and Formation

Suburban Propane Partners, L.P. (the “Partnership”) is a publicly traded Delaware limited partnership principally engaged, through its operating partnership and subsidiaries, in the retail marketing and distribution of propane, renewable propane, renewable natural gas (“RNG”), fuel oil and refined fuels, as well as the marketing of natural gas and electricity in deregulated markets and producer of and investor in low-carbon fuel alternatives. In addition, to complement its core marketing and distribution businesses, the Partnership services a wide variety of home comfort equipment, particularly for heating and ventilation. The publicly traded limited partner interests in the Partnership are evidenced by common units traded on the New York Stock Exchange (“Common Units”), with 63,490,107 Common Units outstanding at March 25, 2023. The holders of Common Units are entitled to participate in distributions and exercise the rights and privileges available to limited partners under the Third Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”), as amended. Rights and privileges under the Partnership Agreement include, among other things, the election of all members of the Board of Supervisors and voting on the removal of the general partner.

Suburban Propane, L.P. (the “Operating Partnership”), a Delaware limited partnership, is the Partnership’s operating subsidiary formed to operate the propane business and assets. In addition, Suburban Sales & Service, Inc. (the “Service Company”), a subsidiary of the Operating Partnership, was formed to operate the service work and appliance and parts businesses of the Partnership. The Operating Partnership, together with its direct and indirect subsidiaries, accounts for substantially all of the Partnership’s assets, revenues and earnings. The Partnership, the Operating Partnership and the Service Company commenced operations in March 1996 in connection with the Partnership’s initial public offering.

Suburban Renewable Energy, LLC (“Suburban Renewable Energy”) is a wholly owned subsidiary of the Operating Partnership that was formed in January 2022. Suburban Renewable Energy serves as the platform for the Partnership’s investments in innovative, renewable energy technologies and businesses.

The general partner of both the Partnership and the Operating Partnership is Suburban Energy Services Group LLC (the “General Partner”), a Delaware limited liability company, the sole member of which is the Partnership’s Chief Executive Officer. Other than as a holder of 784 Common Units that will remain in the General Partner, the General Partner does not have any economic interest in the Partnership or the Operating Partnership.

The Partnership’s fuel oil and refined fuels, natural gas and electricity, services, and renewable energy businesses are structured as either limited liability companies that are treated as corporations or corporate entities (collectively referred to as the “Corporate Entities”) and, as such, are subject to corporate level U.S. income tax.

Suburban Energy Finance Corp., a direct 100%-owned subsidiary of the Partnership, was formed on November 26, 2003 to serve as co-issuer, jointly and severally with the Partnership, of the Partnership’s senior notes.

Basis of Presentation

Principles of Consolidation. The condensed consolidated financial statements include the accounts of the Partnership, the Operating Partnership and all of its direct and indirect subsidiaries. All significant intercompany transactions and account balances have been eliminated. The Partnership consolidates the results of operations, financial condition and cash flows of the Operating Partnership as a result of the Partnership’s 100% limited partner interest in the Operating Partnership.

The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). They include all adjustments that the Partnership considers necessary for a fair statement of the results of operations, financial position and cash flows for the interim periods presented. Such adjustments consist only of normal recurring items, unless otherwise disclosed. These financial statements should be read in conjunction with the financial statements included in the Partnership’s Annual Report on Form 10-K for the fiscal year ended September 24, 2022. Due to the seasonal nature of the Partnership’s operations, the results of operations for interim periods are not necessarily indicative of the results to be expected for a full year.

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Fiscal Period. The Partnership uses a 52/53-week fiscal year which ends on the last Saturday in September. The Partnership’s fiscal quarters are generally thirteen weeks in duration. When the Partnership’s fiscal year is 53 weeks long, as is the case for fiscal 2023, the corresponding fourth quarter is fourteen weeks in duration.

Revenue Recognition. Revenue is recognized by the Partnership when goods or services promised in a contract with a customer have been transferred, and no further performance obligation on that transfer is required, in an amount that reflects the consideration expected to be received. Performance obligations are determined and evaluated based on the specific terms of the arrangements and the distinct products and services offered. Due to the nature of the retail business of the Partnership, there are no remaining or unsatisfied performance obligations as of the end of the reporting period, except for tank rental agreements, maintenance service contracts, fixed price contracts and budgetary programs, as described below. The performance obligation associated with sales of propane, fuel oil and refined fuels is met at the time product is delivered to the customer. Revenue from the sale of appliances and equipment is recognized at the time of sale or when installation is complete, as defined by the performance obligations included within the related customer contract. Revenue from repairs, maintenance and other service activities is recognized upon completion of the service. Revenue from the sale of natural gas and electricity is recognized based on customer usage as determined by meter readings for amounts delivered, an immaterial amount of which may be unbilled at the end of each accounting period.

The Partnership defers the recognition of revenue for annually billed tank rent, maintenance service contracts, fixed price contracts and budgetary programs where customer consideration is received at the start of the contract period, establishing contract liabilities which are disclosed as customer deposits and advances on the condensed consolidated balance sheets. Deliveries to customers enrolled in budgetary programs that exceed billings to those customers establish contract assets which are included in accounts receivable on the condensed consolidated balance sheets. The Partnership ratably recognizes revenue over the applicable term for tank rent and maintenance service agreements, which is generally one year, and at the time of delivery for fixed price contracts and budgetary programs.

The Partnership incurs incremental direct costs, such as commissions to its salesforce, to obtain certain contracts. These costs are expensed as incurred, consistent with the practical expedients issued by the Financial Accounting Standards Board (“FASB”), since the expected amortization period is one year or less. The Partnership generally determines selling prices based on, among other things, the current weighted average cost and the current replacement cost of the product at the time of delivery, plus an applicable margin. Except for tank rental agreements, maintenance service contracts, fixed price contracts and budgetary programs, customer payments for the satisfaction of a performance obligation are due upon receipt.

Revenues from the Partnership’s renewable energy platform, as described further in Note 4, “Investments in and Acquisitions of Businesses,” consist of in-take and off-take revenues. In-take revenues are generated from tipping fees charged to third parties who deliver feedstocks; including food and beverage waste, as well as dairy manure to the Partnership’s facilities, which are then anaerobically digested and converted into RNG and fertilizer. Off-take revenues are generated through the sale of RNG and the related environmental attributes; including Renewable Identification Numbers (“RINs”) and Low Carbon Fuel Standard (“LCFS”) credits that are generated from the production and distribution of RNG; and revenues generated from the sales of fertilizers and other byproducts produced in the RNG process. Revenues from the Partnership’s renewable energy platform are reported within the “all other” segment (refer to Note 18, “Segment Information” for more information).

In-take revenues are recognized at the point in time when the feedstocks are delivered to the Partnership because that is when the performance obligations have been satisfied. Off-take revenues are recognized at the point in time when the Partnership delivers the RNG to the customer because that is when the performance obligations have been satisfied.

Fair Value Measurements. The Partnership measures certain of its assets and liabilities at fair value, which is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants – in either the principal market or the most advantageous market. The principal market is the market with the greatest level of activity and volume for the asset or liability.

The common framework for measuring fair value utilizes a three-level hierarchy to prioritize the inputs used in the valuation techniques to derive fair values. The basis for fair value measurements for each level within the hierarchy is described below with Level 1 having the highest priority and Level 3 having the lowest.

•

Level 1: Quoted prices in active markets for identical assets or liabilities.

•

Level 2: Quoted prices in active markets for similar assets or liabilities; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets.

•

Level 3: Valuations derived from valuation techniques in which one or more significant inputs are unobservable.

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Business Combinations. The Partnership accounts for business combinations using the acquisition method and accordingly, the assets and liabilities of the acquired entities are recorded at their estimated fair values at the acquisition date. Goodwill represents the excess of the purchase price over the fair value of the net assets acquired, including the amount assigned to identifiable intangible assets. The primary drivers that generate goodwill are the value of synergies between the acquired entities and the Partnership, and the acquired assembled workforce, neither of which qualifies as an identifiable intangible asset. Identifiable intangible assets with finite lives are amortized over their useful lives. The results of operations of acquired businesses are included in the condensed consolidated financial statements from the acquisition date. The Partnership expenses all acquisition-related costs as incurred.

Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates have been made by management in the areas of RNG revenue recognition, self-insurance and litigation reserves, pension and other postretirement benefit liabilities and costs, valuation of derivative instruments, depreciation and amortization of long-lived assets, asset impairment assessments, tax valuation allowances, allowances for doubtful accounts, and purchase price allocation for acquired businesses. The Partnership uses Society of Actuaries life expectancy information when developing the annual mortality assumptions for the pension and postretirement benefit plans, which are used to measure net periodic benefit costs and the obligation under these plans. Actual results could differ from those estimates, making it reasonably possible that a material change in these estimates could occur in the near term.

Recently Adopted Accounting Pronouncements. At the start of the second quarter of fiscal 2023, the Partnership adopted the guidance under Accounting Standards Update (“ASU”) 2021-01 “Reference Rate Reform” (“Topic 848”). This update provided optional expedients and exceptions for contracts, hedging relationships, and other transactions that referenced the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. The adoption of Topic 848 did not have an impact on the Partnership’s condensed consolidated financial statements.

Disaggregation of Revenue

The following table disaggregates revenue for each customer type. See Note 18, “Segment Information” for more information on segment reporting wherein it is disclosed that the Partnership’s Propane, Fuel Oil and Refined Fuels and Natural Gas and Electricity reportable segments generated approximately 87%, 7% and 2%, respectively, of the Partnership’s revenue from its reportable segments for all periods presented. The propane segment contributes the majority of the Partnership’s revenue and the concentration of revenue by customer type for the propane segment is not materially different from the consolidated revenue.


	Three Months Ended
	March 25,		March 26,
	2023		2022
Retail
Residential	$	304,477	$	342,560
Commercial		131,614		151,833
Industrial		39,470		41,376
Government		26,823		28,281
Agricultural		14,122		15,916
Wholesale		9,995		8,129
Total revenues	$	526,501	$	588,095


	Six Months Ended
	March 25,		March 26,
	2023		2022
Retail
Residential	$	522,600	$	540,565
Commercial		240,302		262,785
Industrial		74,848		75,570
Government		44,831		44,265
Agricultural		28,473		29,719
Wholesale		12,917		10,598
Total revenues	$	923,971	$	963,502

The Partnership recognized $14,917 and $52,031 of revenue during the three and six months ended March 25, 2023, respectively, and $35,486 and $68,774 of revenue during the three and six months ended March 26, 2022, respectively, for annually billed tank rent,

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maintenance service contracts, fixed price contracts and budgetary programs where customer consideration was received at the start of the contract period, and which was included in contract liabilities as of the beginning of each respective period. Contract assets of $19,613 and $7,953 relating to deliveries to customers enrolled in budgetary programs that exceeded billings to those customers were included in accounts receivable as of March 25, 2023 and September 24, 2022, respectively.

Investments in and Acquisitions of Businesses

On December 28, 2022, Suburban Renewable Energy acquired a platform of RNG production assets from Equilibrium Capital Group (“Equilibrium”), a leading sustainability-driven asset management firm. In addition, the parties formed a partnership to serve as a long-term growth platform for the identification, development and operation of additional RNG projects, including an existing pipeline of identified RNG projects that are in various stages of development (the “RNG Acquisition”).

The purchase price of $190,000 for the two operating facilities, along with potential contingent consideration primarily based upon the future economic performance of the acquired RNG assets, consisted of the following:


Consideration paid at closing	$	110,348
Assumption of debt and accrued interest		81,717
Total		192,065
Less: estimated cash and working capital		(2,065	)
Total purchase price	$	190,000

The RNG platform includes the following: (1) a large-scale RNG production facility in Stanfield, Arizona that is currently operating and includes seven anaerobic digesters, manure rights from approximately 55,000 dairy cattle and an interconnect with an interstate pipeline; (2) an operating facility in Columbus, Ohio that is currently receiving tipping fees from several large food and beverage providers for processing food waste into fertilizer and biogas, and has an active development project to upgrade the biogas into RNG for use in the transportation sector; (3) rights of first offer for a third RNG facility in the Midwest that is currently being developed by Equilibrium; and (4) the creation of a joint venture to invest in and develop approximately $155,000 of future RNG projects, of which Suburban Renewable Energy will own approximately 70% and Equilibrium will own approximately 30% once such projects are fully funded.

The condensed consolidated balance sheet at March 25, 2023 reflects a preliminary allocation of the purchase price to the assets acquired and liabilities assumed. The following table summarizes the fair value of the assets acquired and liabilities assumed as of December 28, 2022:


Assets acquired:
Cash and cash equivalents	$	1,560
Accounts receivable		4,150
Other current assets		178
Current assets acquired		5,888
Property, plant & equipment		91,490
Other intangibles		48,024
Goodwill		31,759
Other assets		13,372
Total assets acquired		190,533
Liabilities assumed:
Accounts payable	$	(6,122	)
Other current liabilities		(1,969	)
Long-term debt		(65,776	)
Other noncurrent liabilities		(6,318	)
Total liabilities assumed		(80,185	)
Total net assets acquired	$	110,348

The fair values assigned to the acquired tangible assets were derived using a combination of the income approach, the market approach and the cost approach. Significant judgments used in valuing tangible assets include estimated reproduction or replacement cost, useful lives of assets, estimated selling prices, costs to complete and reasonable profit. Included in Other noncurrent liabilities is the fair value of the potential contingent consideration Equilibrium could earn based on a multiple of EBITDA that is earned for the two-year period from January 1, 2024 through December 31, 2025 once EBITDA exceeds a certain minimum threshold; the maximum earnout potential is capped at $45,000, and would paid in fiscal 2026, if earned.

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The fair values assigned to the acquired intangible assets were determined through the use of the income approach, specifically the relief from royalty method, multi-period excess earnings method and the cost approach. The Partnership believes the assumptions are representative of those a market participant would use in estimating fair value. The intangible assets represent customer relationships and favorable supply contracts of $42,924 and $5,100, respectively, with a weighted average useful life of approximately 10 years. The goodwill generated from this acquisition will be deductible for federal income tax purposes.

The following table presents unaudited pro forma combined financial information as if the aforementioned acquisition had occurred on September 26, 2021, the first day of the Partnership’s 2022 fiscal year:


	Three Months Ended				Six Months Ended
	March 25,		March 26,		March 25,		March 26,
	2023		2022		2023		2022
Revenues	$	526,501	$	592,297	$	927,901	$	971,197
Net income		104,452		169,602		139,349		182,021

This unaudited pro forma financial information does not include anticipated changes in market approach or synergies expected from operating the acquired facilities under the Partnership’s oversight. Accordingly, the pro forma results are not necessarily indicative of either future results of operations or results that might have been achieved had the acquisition been completed by September 26, 2021. For the three and six months ended March 25, 2023, transaction costs directly related to the acquisition included in the pro forma combined results were $3,406 and $4,341, respectively.

Suburban Renewable Energy owns a 25% equity stake in Independence Hydrogen, Inc. (“IH”) based in Ashburn, VA. IH is a veteran-owned and operated, privately held company developing a gaseous hydrogen ecosystem to deliver locally sourced hydrogen to local markets, with a primary focus on material handling and backup power applications.

During the third quarter of fiscal 2022, Suburban Renewable Energy announced an agreement to construct, own and operate a new biodigester system with Adirondack Farms, a family dairy farm located in Clinton County, New York, for the production of RNG. Construction of the assets began during the first quarter of fiscal 2023, and is expected to be completed within 18-24 months.

The Operating Partnership owns a 38% equity stake in Oberon Fuels, Inc. (“Oberon”) based in San Diego, California and has also purchased certain secured convertible notes issued by Oberon. Oberon, a development-stage producer of low-carbon, renewable dimethyl ether (“rDME”) transportation fuel, is focused on the research and development of practical and affordable pathways to zero-emission transportation through its proprietary production process. Oberon’s rDME fuel is a low-carbon, zero-soot alternative to petroleum diesel, and when blended with propane can significantly reduce the carbon intensity of propane. Additionally, rDME is a carrier for hydrogen, making it easy to deliver this renewable fuel for the growing hydrogen fuel cell vehicle industry. During the first half of fiscal 2023, the Operating Partnership purchased two additional secured convertible notes issued by Oberon.

The aforementioned acquisition, investments and partnerships were made in line with the Partnership’s Go Green with Suburban Propane corporate pillar, which focuses on advocating for the clean-burning and versatile nature of propane and renewable propane as a solution to a lower carbon future and investing in innovative, renewable energy alternatives to lower greenhouse gas (“GHG”) emissions. The investments in IH and Oberon are being accounted for under the equity method of accounting and were included in “Other assets” within the condensed consolidated balance sheets, and the Partnership’s equity in their earnings were included in “Other, net” within the condensed consolidated statements of operations.

Financial Instruments and Risk Management

Cash, Cash Equivalents and Restricted Cash. The Partnership considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. Restricted cash was included within other current assets (or other assets, as applicable) and is a function of the Green Bonds; refer also to Note 10 (“Long-Term Borrowings”). The balance classified as short-term included accounts for which the cash will be used in under one-year which are related to operating and maintenance activities for the RNG facility in Arizona. The balance classified as long-term represented cash held in a debt service fund for future debt repayments on the Green Bonds for the RNG facility in Arizona for which the first debt redemption payment is due on October 1, 2028. Refer to Note 6, “Selected Balance Sheet Information” for a reconciliation of cash, cash equivalents, and restricted cash. The carrying amount approximates fair value because of the short-term maturity of these instruments.

Derivative Instruments and Hedging Activities

Commodity Price Risk. Given the retail nature of its operations, the Partnership maintains a certain level of priced physical inventory to help ensure its field operations have adequate supply commensurate with the time of year. The Partnership’s strategy is to keep its

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physical inventory priced relatively close to market for its field operations. The Partnership enters into a combination of exchange-traded futures and option contracts and, in certain instances, over-the-counter options and swap contracts (collectively, “derivative instruments”) to hedge price risk associated with propane and fuel oil physical inventories, as well as future purchases of propane or fuel oil used in its operations, and to help ensure adequate supply during periods of high demand. In addition, the Partnership sells propane and fuel oil to customers at fixed prices, and enters into derivative instruments to hedge a portion of its exposure to fluctuations in commodity prices as a result of selling the fixed price contracts. Under this risk management strategy, realized gains or losses on derivative instruments will typically offset losses or gains on the physical inventory once the product is sold or delivered as it pertains to fixed price contracts. All of the Partnership’s derivative instruments are reported on the condensed consolidated balance sheet at their fair values. In addition, in the course of normal operations, the Partnership routinely enters into contracts such as forward priced physical contracts for the purchase or sale of propane and fuel oil that qualify for and are designated as normal purchase or normal sale contracts. Such contracts are exempted from the fair value accounting requirements and are accounted for at the time product is purchased or sold under the related contract. The Partnership does not use derivative instruments for speculative trading purposes. Market risks associated with derivative instruments are monitored daily for compliance with the Partnership’s Hedging and Risk Management Policy which includes volume limits for open positions. Priced on-hand inventory is also reviewed and managed daily as to exposures to changing market prices.

On the date that derivative instruments are entered into, other than those designated as normal purchases or normal sales, the Partnership makes a determination as to whether the derivative instrument qualifies for designation as a hedge. Changes in the fair value of derivative instruments are recorded each period in current period earnings or other comprehensive income (“OCI”), depending on whether the derivative instrument is designated as a hedge and, if so, the type of hedge. For derivative instruments designated as cash flow hedges, the Partnership formally assesses, both at the hedge contract’s inception and on an ongoing basis, whether the hedge contract is highly effective in offsetting changes in cash flows of hedged items. Changes in the fair value of derivative instruments designated as cash flow hedges are reported in OCI to the extent effective and reclassified into earnings during the same period in which the hedged item affects earnings. The mark-to-market gains or losses on ineffective portions of cash flow hedges are recognized in earnings immediately. Changes in the fair value of derivative instruments that are not designated as cash flow hedges, and that do not meet the normal purchase and normal sale exemption, are recorded within earnings as they occur. Cash flows associated with derivative instruments are reported as operating activities within the condensed consolidated statement of cash flows.

Interest Rate Risk. A portion of the Partnership’s borrowings bear interest at prevailing interest rates based upon, at the Operating Partnership’s option, Secured Overnight Financing Rate (“SOFR”) plus an applicable margin or the base rate, defined as the higher of the Federal Funds Rate plus ½ of 1% or the agent bank’s prime rate, or SOFR plus 1%, plus the applicable margin. The applicable margin is dependent on the level of the Partnership’s total leverage (the ratio of total debt to income before deducting interest expense, income taxes, depreciation and amortization (“EBITDA”), as adjusted pursuant to the Credit Agreement). Therefore, the Partnership is subject to interest rate risk on the variable component of the interest rate. From time to time, the Partnership manages part of its variable interest rate risk by entering into interest rate swap agreements. The Partnership did not enter into any interest rate swap agreements during the first half of fiscal 2023 or in fiscal 2022.

Valuation of Derivative Instruments. The Partnership measures the fair value of its exchange-traded options and futures contracts using quoted market prices found on the New York Mercantile Exchange (the “NYMEX”) (Level 1 inputs); the fair value of its swap contracts using quoted forward prices, and the fair value of its interest rate swaps using model-derived valuations driven by observable projected movements of the 3-month SOFR (Level 2 inputs); and the fair value of its over-the-counter options contracts using Level 3 inputs. The Partnership’s over-the-counter options contracts are valued based on an internal option model. The inputs utilized in the model are based on publicly available information as well as broker quotes. The significant unobservable inputs used in the fair value measurements of the Partnership’s over-the-counter options contracts are interest rate and market volatility.

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The following summarizes the fair value of the Partnership’s derivative instruments and their location in the condensed consolidated balance sheets as of March 25, 2023 and September 24, 2022, respectively:


	As of March 25, 2023			As of September 24, 2022
Asset Derivatives	Location	Fair Value		Location	Fair Value
Derivatives not designated as hedging instruments:
Commodity-related derivatives	Other current assets	$	5,486	Other current assets	$	18,263
	Other assets		—	Other assets		16,430
		$	5,486		$	34,693

Liability Derivatives	Location	Fair Value		Location	Fair Value
Derivatives not designated as hedging instruments:
Commodity-related derivatives	Other current liabilities	$	8,942	Other current liabilities	$	16,957
	Other liabilities		26	Other liabilities		1,895
		$	8,968		$	18,852

The following summarizes the reconciliation of the beginning and ending balances of assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs:


	Fair Value Measurement Using Significant Unobservable Inputs (Level 3)
	Six Months Ended						Six Months Ended
	March 25, 2023						March 26, 2022
	Assets			Liabilities			Assets			Liabilities
Beginning balance of over-the-counter options	$	222		$	3,408		$	4,626		$	451
Beginning balance realized during the period		(100	)		(871	)		(4,615	)		(11	)
Contracts purchased during the period		—			—			—			—
Change in the fair value of outstanding contracts		(114	)		(232	)		(11	)		(346	)
Ending balance of over-the-counter options	$	8		$	2,305		$	—		$	94

As of March 25, 2023 and September 24, 2022, the Partnership’s outstanding commodity-related derivatives had a weighted average maturity of approximately six and seven months, respectively.

The effect of the Partnership’s derivative instruments on the condensed consolidated statements of operations for the three and six months ended March 25, 2023 and March 26, 2022 are as follows:

Three Months Ended March 25, 2023

Three Months Ended March 26, 2022

Derivatives Not Designated
as Hedging Instruments

Unrealized Gains (Losses)
Recognized in Income

Location

Amount

Location

Amount

Commodity-related derivatives

Cost of products sold

(4,501

)

Cost of products sold

32,984

Six Months Ended March 25, 2023

Six Months Ended March 26, 2022

Derivatives Not Designated
as Hedging Instruments

Unrealized Gains (Losses)
Recognized in Income

Location

Amount

Location

Amount

Commodity-related derivatives

Cost of products sold

(18,207

)

Cost of products sold

(521

)

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The following table presents the fair value of the Partnership’s recognized derivative assets and liabilities on a gross basis and amounts offset on the condensed consolidated balance sheets subject to enforceable master netting arrangements or similar agreements:


	As of March 25, 2023							As of September 24, 2022
						Net amounts							Net amounts
						presented in the							presented in the
	Gross amounts		Effects of netting			balance sheet		Gross amounts		Effects of netting			balance sheet
Asset Derivatives
Commodity-related derivatives	$	30,163	$	(24,677	)	$	5,486	$	117,260	$	(82,567	)	$	34,693
Liability Derivatives
Commodity-related derivatives	$	33,645	$	(24,677	)	$	8,968	$	101,419	$	(82,567	)	$	18,852

The Partnership had $8,418 and $-0- posted cash collateral as of March 25, 2023 and September 24, 2022, respectively, with its brokers for outstanding commodity-related derivatives.

Bank Debt, Green Bonds and Senior Notes. The fair value of the borrowings under the Revolving Credit Facility approximates the carrying value since the interest rates are adjusted quarterly to reflect market conditions. The fair values of the Senior Notes are based upon quoted market prices (a Level 1 input) and the fair value of the Green Bonds is based upon a third-party valuation report (a Level 3 input). Senior Notes, Revolving Credit Facility and Green Bonds are defined below in Note 10 (“Long-Term Borrowings”) and the fair values of the Senior Notes and Green Bonds are as follows:


	As of
	March 25,		September 24,
	2023		2022
5.875% Senior Notes due March 1, 2027	$	333,375	$	336,375
5.00% Senior Notes due June 1, 2031		560,625		547,625
5.50% Green Bonds due October 1, 2028 through October 1, 2033		66,109		—
	$	960,109	$	884,000

Selected Balance Sheet Information

Cash, Cash Equivalents, and Restricted Cash. Restricted cash consists of amounts deposited in various bank accounts held by a trustee, as required for operating, maintenance and debt service purposes, all of which is stipulated in the loan agreement under the indenture to the Green Bonds. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that aggregates to the total shown on the condensed consolidated statements of cash flows:


	As of
	March 25,		September 24,
	2023		2022
Cash and cash equivalents	$	7,180	$	4,100
Restricted cash included in other current assets		2,794		—
Restricted cash included in other assets (noncurrent)		7,988		—
Total cash, cash equivalents, and restricted cash shown on the condensed consolidated statements of cash flows	$	17,962	$	4,100

Inventories. Inventories are stated at the lower of cost or market. Cost is determined using a weighted average method for propane, fuel oil and refined fuels and natural gas, and a standard cost basis for appliances, which approximates average cost. Inventories consist of the following:


	As of
	March 25,		September 24,
	2023		2022
Propane, fuel oil and refined fuels and natural gas	$	62,641	$	64,240
Appliances		3,525		2,681
	$	66,166	$	66,921

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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, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing an impairment test is unnecessary. However, if an entity concludes otherwise, then it is required to perform an impairment test.

Under an 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 exceeds the fair value, up to the amount of goodwill allocated to the reporting unit.

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		All other		Total
Balance as of September 24, 2022
Goodwill	$	1,101,085	$	10,900		$	7,900	$	—	$	1,119,885
Accumulated adjustments		—		(6,462	)		—		—		(6,462	)
	$	1,101,085	$	4,438		$	7,900	$	—	$	1,113,423

Fiscal 2023 Activity
Goodwill acquired (1)	$	—	$	—		$	—	$	31,759	$	31,759

Balance as of March 25, 2023
Goodwill	$	1,101,085	$	10,900		$	7,900	$	31,759	$	1,151,644
Accumulated adjustments		—		(6,462	)		—		—		(6,462	)
	$	1,101,085	$	4,438		$	7,900	$	31,759	$	1,145,182

Other intangible assets consist of the following:


	As of
	March 25,			September 24,
	2023			2022
Customer relationships (1)	$	569,589		$	526,665
Non-compete agreements		40,190			40,190
Other (1)		7,067			1,967
		616,846			568,822
Less: accumulated amortization
Customer relationships		(497,464	)		(492,968	)
Non-compete agreements		(34,569	)		(34,137	)
Other		(1,910	)		(1,715	)
		(533,943	)		(528,820	)
	$	82,903		$	40,002

(1) Reflects the impact of the acquisition; see Note 4, “Investments in and Acquisitions of Businesses.”

Leases

The Partnership leases certain property, plant and equipment, including portions of its vehicle fleet, for various periods under noncancelable leases all of which were determined to be operating leases. The Partnership determines if an agreement contains a lease

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at inception based on the Partnership’s right to the economic benefits of the leased assets and its right to direct the use of the leased asset. Right-of-use assets represent the Partnership’s right to use an underlying asset, and right-of-use liabilities represent the Partnership’s obligation to make lease payments arising from the lease. Right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease term. As most of the Partnership’s leases do not provide an implicit rate, the Partnership uses its estimated incremental borrowing rate based on the information available at the commencement date, adjusted for the lease term, to determine the present value of the lease payments. This rate is calculated based on a collateralized rate for the specific leasing activities of the Partnership.

Some leases include one or more options to renew at the Partnership’s discretion, with renewal terms that can extend the lease from one to fifteen additional years. The renewal options are included in the measurement of the right-of-use assets and lease liabilities if the Partnership is reasonably certain to exercise the renewal options. Short-term leases are leases having an initial term of twelve months or less. The Partnership recognizes expenses for short-term leases on a straight-line basis and does not record a lease asset or lease liability for such leases.

The Partnership has residual value guarantees associated with certain of its operating leases, related primarily to transportation equipment. See Note 14, “Guarantees” for more information.

The Partnership does not have any material lease obligations that were signed, but not yet commenced as of March 25, 2023.

Quantitative information on the Partnership’s lease population is as follows:


	Three Months Ended				Six Months Ended
	March 25,		March 26,		March 25,			March 26,
	2023		2022		2023			2022
Lease expense	$	10,552	$	10,548	$	20,612		$	20,386

Other information:
Cash payments for operating leases		10,905		10,601		20,969			20,675
Right-of-use assets obtained in exchange for new operating lease liabilities		16,050		5,885		21,278			24,789
Weighted-average remaining lease term					5.8 years			6.2 years
Weighted-average discount rate						5.6	%		4.9	%

The following table summarizes future minimum lease payments under non-cancelable operating leases as of March 25, 2023:


Fiscal Year	Operating Leases
2023 (remaining)	$	20,316
2024		36,462
2025		32,073
2026		26,771
2027		16,858
2028 and thereafter		32,209
Total future minimum lease payments	$	164,689
Less: interest		(26,054	)
Total lease obligations	$	138,635

Net Income Per Common Unit

Computations of basic income per Common Unit are performed by dividing net income by the weighted average number of outstanding Common Units, and vested (and unissued) restricted units granted under the Partnership’s Restricted Unit Plan, as defined below, to retirement-eligible grantees. Computations of diluted income per Common Unit are performed by dividing net income by the weighted average number of outstanding Common Units and unissued restricted units granted under the Restricted Unit Plan. In computing diluted net income per Common Unit, weighted average units outstanding used to compute basic net income per Common Unit were increased by 446,899 and 398,803 units for the three and six months ended March 25, 2023, respectively, and 528,153 and 462,458 for the three and six months ended March 26, 2022, respectively, to reflect the potential dilutive effect of the unvested restricted units outstanding using the treasury stock method.

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10.

Long-Term Borrowings

Long-term borrowings consist of the following:


	As of
	March 25,			September 24,
	2023			2022
5.875% Senior Notes due March 1, 2027		350,000			350,000
5.00% Senior Notes due June 1, 2031		650,000			650,000
5.50% Green Bonds due October 1, 2028 through October 1, 2033, net of unaccreted fair value adjustment of $14,536 and $-0-		66,109			—
Revolving Credit Facility, due March 5, 2025		180,500			89,600
Subtotal		1,246,609			1,089,600

Less: unamortized debt issuance costs		(11,414	)		(12,271	)
	$	1,235,195		$	1,077,329

Senior Notes

2027 Senior Notes. On February 14, 2017, the Partnership and its 100%-owned subsidiary, Suburban Energy Finance Corp., completed a public offering of $350,000 in aggregate principal amount of 5.875% senior notes due March 1, 2027 (the “2027 Senior Notes”). The 2027 Senior Notes were issued at 100% of the principal amount and require semi-annual interest payments in March and September. The net proceeds from the issuance of the 2027 Senior Notes, along with borrowings under the Revolving Credit Facility, were used to repurchase, satisfy and discharge all of the Partnership’s then-outstanding 7.375% senior notes due in 2021.

2031 Senior Notes. On May 24, 2021, the Partnership and its 100%-owned subsidiary, Suburban Energy Finance Corp., completed a private offering of $650,000 in aggregate principal amount of 5.0% senior notes due June 1, 2031 (the “2031 Senior Notes”) to “qualified institutional buyers,” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and non-U.S. persons outside the United States under Regulation S under the Securities Act. The 2031 Senior Notes were issued at 100% of the principal amount and require semi-annual interest payments in June and December. The net proceeds from the issuance of the 2031 Senior Notes, along with borrowings under the Revolving Credit Facility, were used to repurchase, satisfy and discharge all of the Partnership’s then-outstanding 5.5% senior notes due in 2024 and 5.75% senior notes due in 2025.

The Partnership’s obligations under the 2027 Senior Notes and 2031 Senior Notes (collectively, the “Senior Notes”) are unsecured and rank senior in right of payment to any future subordinated indebtedness and equally in right of payment with any future senior indebtedness. The Senior Notes are structurally subordinated to, which means they rank effectively behind, any debt and other liabilities of the Operating Partnership. The Partnership is permitted to redeem some or all of the Senior Notes at redemption prices and times as specified in the indentures governing the Senior Notes. The Senior Notes each have a change of control provision that would require the Partnership to offer to repurchase the notes at 101% of the principal amount repurchased, if a change of control, as defined in the indentures governing the terms of the Senior Notes, occurs and is followed by a rating decline (a decrease in the rating of the notes by either Moody’s Investors Service or Standard and Poor’s Rating Group by one or more gradations) within 90 days of the consummation of the change of control.

Green Bonds. On December 28, 2022, the Partnership assumed the loan agreement under the Indentures of Trust, issued by The Industrial Development Authority of the County of Pinal (“Green Bonds”) from Equilibrium in conjunction with the RNG Acquisition. The proceeds of the Green Bonds, which bear interest at 5.5%, were loaned to and used by Equilibrium to construct the RNG production facility in Arizona and are secured by all of the assets at that location. The Green Bonds have a par value of $80,645 and require semi-annual interest payments in April and October. Principal payments begin on October 1, 2028 and continue annually through October 1, 2033. The Green Bonds were initially recorded at fair value at the time of the RNG Acquisition and will be accreted to par value over the term of the bonds using the effective interest method.

Credit Agreement. The Operating Partnership has an amended and restated credit agreement dated March 5, 2020 (the “Credit Agreement”) that provides for a $500,000 revolving credit facility (the “Revolving Credit Facility”), of which $180,500 and $89,600 was outstanding as of March 25, 2023 and September 24, 2022, respectively. On December 28, 2022, the Operating Partnership amended the Credit Agreement to, among other things, modify certain restrictive and affirmative covenants applicable to the Operating Partnership and its subsidiaries to provide for additional investment capacity to allow for future investments by Suburban Renewable Energy and to permit the assumption of debt in connection with the acquisition of the RNG platform from Equilibrium, and replaced the LIBOR component of the borrowing rate with a rate based on SOFR. The Revolving Credit Facility matures on March 5, 2025. Borrowings under the Revolving Credit Facility may be used for general corporate purposes; including working capital, capital

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expenditures and acquisitions. The Operating Partnership has the right to prepay any borrowings under the Revolving Credit Facility, in whole or in part, without penalty at any time prior to maturity.

The Credit Agreement contains certain restrictive and affirmative covenants applicable to the Operating Partnership, its subsidiaries and the Partnership, as well as certain financial covenants, including (a) requiring the Partnership’s Consolidated Interest Coverage Ratio, as defined in the Credit Agreement, to be not less than 2.5 to 1.0 as of the end of any fiscal quarter, (b) prohibiting the Total Consolidated Leverage Ratio, as defined in the Credit Agreement, of the Partnership from being greater than 5.75 to 1.0, and (c) prohibiting the Senior Secured Consolidated Leverage Ratio, as defined in the Credit Agreement, of the Operating Partnership from being greater than 3.25 to 1.0 as of the end of any fiscal quarter.

The Partnership and certain subsidiaries of the Operating Partnership act as guarantors with respect to the obligations of the Operating Partnership under the Credit Agreement pursuant to the terms and conditions set forth therein. The obligations under the Credit Agreement are secured by liens on substantially all of the personal property of the Partnership, the Operating Partnership and their subsidiaries, as well as mortgages on certain real property.

As of March 25, 2023, borrowings under the Revolving Credit Facility bear interest at prevailing interest rates based upon, at the Operating Partnership’s option, SOFR plus the Applicable Rate, or the base rate, defined as the higher of the Federal Funds Rate plus ½ of 1%, the administrative agent bank’s prime rate, or SOFR plus 1%, plus in each case the Applicable Rate. The Applicable Rate is dependent upon the Partnership’s Total Consolidated Leverage Ratio. As of March 25, 2023, the interest rate for borrowings under the Revolving Credit Facility was approximately 7.00%. The interest rate and the Applicable Rate will be reset following the end of each calendar quarter.

As of March 25, 2023, the Partnership had standby letters of credit issued under the Revolving Credit Facility of $42,825 which expire periodically through March 15, 2024.

The Credit Agreement and the Senior Notes both contain various restrictive and affirmative covenants applicable to the Operating Partnership, its subsidiaries and the Partnership, respectively, including (i) restrictions on the incurrence of additional indebtedness, and (ii) restrictions on certain liens, investments, guarantees, loans, advances, payments, mergers, consolidations, distributions, sales of assets and other transactions. Under the Credit Agreement and the indentures governing the Senior Notes, the Operating Partnership and the Partnership are generally permitted to make cash distributions equal to available cash, as defined, as of the end of the immediately preceding quarter, if no event of default exists or would exist upon making such distributions, and with respect to the indentures governing the Senior Notes, the Partnership’s Consolidated Fixed Charge Coverage Ratio, as defined, is greater than 1.75 to 1. The Partnership and the Operating Partnership were in compliance with all covenants and terms of the Senior Notes and the Credit Agreement as of March 25, 2023.

The aggregate amounts of long-term debt maturities subsequent to March 25, 2023 are as follows: fiscal 2023: $-0-; fiscal 2024: $-0-; fiscal 2025: $180,500; fiscal 2026: $-0-; fiscal 2027: $350,000; and thereafter: $730,645.

11.

Distributions of Available Cash

The Partnership makes distributions to its partners no later than 45 days after the end of each fiscal quarter in an aggregate amount equal to its Available Cash for such quarter. Available Cash, as defined in the Partnership Agreement, generally means all cash on hand at the end of the respective fiscal quarter less the amount of cash reserves established by the Board of Supervisors in its reasonable discretion for future cash requirements. These reserves are retained for the proper conduct of the Partnership’s business, the payment of debt principal and interest and for distributions during the next four quarters.

On April 20, 2023, the Partnership announced a quarterly distribution of $0.325 per Common Unit, or $1.30 per Common Unit on an annualized basis, in respect of the second quarter of fiscal 2023, payable on May 9, 2023 to holders of record on May 2, 2023.

12.

Unit-Based Compensation Arrangements

The Partnership recognizes compensation cost over the respective service period for employee services received in exchange for an award of equity, or equity-based compensation, based on the grant date fair value of the award. The Partnership measures liability awards under an equity-based payment arrangement based on remeasurement of the award’s fair value at the conclusion of each interim and annual reporting period until the date of settlement, taking into consideration the probability that the performance conditions will be satisfied.

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Restricted Unit Plan. At the Partnership’s Tri-Annual Meeting held on May 15, 2018, the Unitholders approved and the Partnership adopted the Suburban Propane Partners, L.P. 2018 Restricted Unit Plan (the “Restricted Unit Plan”) authorizing the issuance of up to 1,800,000 Common Units to executives, managers and other employees and members of the Board of Supervisors of the Partnership. The Restricted Unit Plan was amended and restated to authorize the issuance of an additional 1,725,000 Common Units for a total of 3,525,000 Common Units by approval of the Unitholders at the Partnership’s Tri-Annual Meeting held on May 18, 2021. Unless otherwise determined by the Compensation Committee of the Partnership’s Board of Supervisors (the “Compensation Committee”) on or before the grant date, one-third of all outstanding awards under the Restricted Unit Plan will vest on each of the first three anniversaries of the award grant date. Participants in the Restricted Unit Plan are not eligible to receive quarterly distributions on, or vote, their respective restricted units until vested. Restricted units cannot be sold or transferred prior to vesting. The value of each restricted unit is established by the market price of the Common Unit on the date of grant, net of estimated future distributions during the vesting period. Restricted units are subject to forfeiture in certain circumstances as defined in the Restricted Unit Plan. Compensation expense for the unvested awards is recognized ratably over the vesting periods and is net of estimated forfeitures.

During the six months ended March 25, 2023, the Partnership awarded 515,398 restricted units under the Restricted Unit Plan at an aggregate grant date fair value of $6,983. The following is a summary of activity for the Restricted Unit Plan for the six months ended March 25, 2023:


				Weighted Average
	Restricted			Grant Date Fair
	Units			Value Per Unit
Outstanding September 24, 2022		1,516,229		$	13.52
Awarded		515,398			13.55
Forfeited		(6,943	)		(13.62	)
Vested (1)		(674,752	)		(14.68	)
Outstanding March 25, 2023		1,349,932		$	12.95

(1)

During fiscal 2023, the Partnership withheld 171,840 Common Units from participants for income tax withholding purposes for those executive officers of the Partnership whose shares of restricted units vested during the period.

As of March 25, 2023, unrecognized compensation cost related to unvested restricted units awarded under the Restricted Unit Plan amounted to $6,288. Compensation cost associated with unvested awards is expected to be recognized over a weighted-average period of approximately one year. Compensation expense for the Restricted Unit Plan, net of forfeitures, for the three and six months ended March 25, 2023 was $1,889 and $4,360, respectively, and $2,900 and $5,609 for the three and six months ended March 26, 2022, respectively.

Phantom Equity Plan. At its November 8, 2022 meeting, the Compensation Committee adopted the Phantom Equity Plan (the “PEP”) to incentivize behaviors that will lead to the creation of long-term value for the Partnership’s Unitholders by functioning as a cash-settled corollary plan to the Partnership’s Restricted Unit Plan. The executive officers of the Partnership, the members of the Board, and other employees of the Partnership are eligible for awards of phantom units under the PEP. Unless otherwise stipulated by the Compensation Committee, the standard vesting schedule for awards under the PEP will be one-third of each award on each of the first three anniversaries of the award grant date, subject to continuous employment or service from the grant date through the applicable payment date. Unvested awards are subject to forfeiture in certain circumstances, as defined in the PEP document and the applicable award agreements. Upon vesting, phantom units are automatically converted into cash equal to the average of the highest and lowest trading prices of the Partnership’s Common Units on the vesting date.

Compensation expense, which includes adjustments to previously recognized compensation expense for current period changes in the fair value of unvested awards, for the three and six months ended March 25, 2023 was $902 and $1,554, respectively. As of March 25, 2023, the Partnership had a liability included within accrued employment and benefit costs (or other liabilities, as applicable) of $1,554.

Distribution Equivalent Rights Plan. On January 17, 2017, the Partnership adopted the Distribution Equivalent Rights Plan (the “DER Plan”), as amended on November 8, 2022, which gives the Compensation Committee discretion to award distribution equivalent rights (“DERs”) to executive officers of the Partnership. Once awarded, DERs entitle the grantee to a cash payment each time the Board of Supervisors declares a cash distribution on the Partnership’s Common Units, which cash payment will be equal to an amount calculated by multiplying the number of unvested restricted units and unvested phantom units which are held by the grantee on the record date of the distribution, by the amount of the declared distribution per Common Unit. Compensation expense recognized under the DER Plan for the three and six months ended March 25, 2023 was $336 and $671, respectively, and $295 and $594 for the three and six months ended March 26, 2022, respectively.

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Long-Term Incentive Plan. On August 6, 2013, the Partnership adopted the 2014 Long-Term Incentive Plan (“2014 LTIP”) and on November 10, 2020, the Partnership adopted the 2021 Long-Term Incentive Plan (“2021 LTIP” and together with the 2014 LTIP, “the LTIPs”). The LTIPs are non-qualified, unfunded, long-term incentive plans for executive officers and key employees that provide for payment, in the form of cash, of an award of equity-based compensation at the end of a three-year performance period. The 2014 LTIP document governs the terms and conditions of the fiscal 2020 award and the 2021 LTIP document governs the terms and conditions of the outstanding fiscal 2021 award and any awards granted in fiscal years thereafter. The level of compensation earned under the 2014 LTIP was based on the Partnership’s average distribution coverage ratio over the three-year measurement period. The Partnership’s average distribution coverage ratio was calculated as the Partnership’s average distributable cash flow, as defined by the 2014 LTIP document, for the three years in the measurement period, subject to certain adjustments as set forth in the 2014 LTIP document, divided by the amount of annualized cash distributions to be paid by the Partnership. The level of compensation earned under the fiscal 2021 award is evaluated using two separate measurement components: (i) 75% weight based on the level of average distributable cash flow of the Partnership over the three-year measurement period; and (ii) 25% weight based on the achievement of certain operating and strategic objectives, set by the Compensation Committee, over that award’s three-year measurement period. The level of compensation earned under the fiscal 2022 award, and measurement periods thereafter, is also evaluated using two separate measurement components: (i) 50% weight based on the level of average distributable cash flow of the Partnership over the three-year measurement period; and (ii) 50% weight based on the achievement of certain operating and strategic objectives, set by the Compensation Committee for that award’s three-year measurement period.

As a result of the quarterly remeasurement of the liability for awards under the LTIPs, compensation expense (benefit) recognized for the three and six months ended March 25, 2023 was $(192) and $1,704, respectively, and $1,205 and $3,272 for the three and six months ended March 26, 2022, respectively. As of March 25, 2023, and September 24, 2022, the Partnership had a liability included within accrued employment and benefit costs (or other liabilities, as applicable) of $9,886 and $11,311, respectively, related to estimated future payments under the LTIPs. In the first quarter of fiscal 2023 and 2022, cash payouts totaling $3,129 and $3,985 were made relating to the fiscal 2020 and 2019 awards, respectively.

13.

Commitments and Contingencies

Accrued Insurance. The Partnership is self-insured for general and product, workers’ compensation and automobile liabilities up to predetermined amounts above which third party insurance applies. As of March 25, 2023 and September 24, 2022, the Partnership had accrued liabilities of $63,893 and $64,065, respectively, representing the total estimated losses for known and anticipated or unasserted general and product, workers’ compensation and automobile claims. For the portion of the estimated liability that exceeds insurance deductibles, the Partnership records an asset within other assets (or prepaid expenses and other current assets, as applicable) related to the amount of the liability expected to be covered by insurance which amounted to $15,818 and $15,710 as of March 25, 2023 and September 24, 2022, respectively.

Legal Matters. The Partnership’s operations are subject to operating hazards and risks normally incidental to handling, storing and delivering combustible liquids such as propane. The Partnership has been, and will continue to be, a defendant in various legal proceedings and litigation as a result of these operating hazards and risks, and as a result of other aspects of its business. In this regard, the Partnership’s natural gas and electricity business was sued in a putative class action suit in the Northern District of New York. The complaint alleged a number of claims under various consumer statutes and common law in New York and Pennsylvania regarding pricing offered to electricity customers in those states. The case was dismissed in part by the district court, but causes of action based on the New York consumer statute and breach of contract were allowed to proceed. On April 12, 2022, the court granted summary judgment in favor of the Partnership on the remaining counts and the complaint was dismissed in full. The plaintiff has filed an appeal to the Second Circuit Court of Appeals. The Partnership believes that the appeal is without merit. Accordingly, it was determined that no reserve for a loss contingency is required. Although any litigation is inherently uncertain, based on past experience, the information currently available to the Partnership, and the amount of its accrued insurance liabilities, the Partnership does not believe that currently pending or threatened litigation matters, or known claims or known contingent claims, will have a material adverse effect on its results of operations, financial condition or cash flow.

14.

Guarantees

The Partnership has residual value guarantees associated with certain of its operating leases, related primarily to transportation equipment, with remaining lease periods scheduled to expire periodically through fiscal 2032. Upon completion of the lease period, the Partnership guarantees that the fair value of the equipment will equal or exceed the guaranteed amount, or the Partnership will pay the lessor the difference. Although the fair value of equipment at the end of its lease term has historically exceeded the guaranteed amounts, the maximum potential amount of aggregate future payments the Partnership could be required to make under these leasing arrangements, assuming the equipment is deemed worthless at the end of the lease term, was $38,024 as of March 25, 2023. The fair value of residual value guarantees for outstanding operating leases was de minimis as of March 25, 2023 and September 24, 2022.

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15.

Pension Plans and Other Postretirement Benefits

The following table provides the components of net periodic benefit costs:


	Pension Benefits
	Three Months Ended						Six Months Ended
	March 25,			March 26,			March 25,			March 26,
	2023			2022			2023			2022
Interest cost	$	826		$	560		$	1,653		$	1,119
Expected return on plan assets		(338	)		(354	)		(677	)		(708	)
Amortization of net loss		481			600			963			1,199
Net periodic benefit cost	$	969		$	806		$	1,939		$	1,610


	Postretirement Benefits
	Three Months Ended						Six Months Ended
	March 25,			March 26,			March 25,			March 26,
	2023			2022			2023			2022
Interest cost	$	42		$	20		$	83		$	40
Amortization of prior service credits		(125	)		(125	)		(249	)		(249	)
Amortization of net (gain)		(193	)		(181	)		(387	)		(362	)
Net periodic benefit cost	$	(276	)	$	(286	)	$	(553	)	$	(571	)

The Partnership expects to voluntarily contribute approximately $4,000 to the defined benefit pension plan during fiscal 2023, of which $2,000 was contributed during the six months ended March 25, 2023. The projected annual contribution requirements related to the Partnership’s postretirement health care and life insurance benefit plan for fiscal 2023 is $627, of which $238 was contributed during the six months ended March 25, 2023. The components of net periodic benefit cost are included in the line item “Other, net” in the condensed consolidated statements of operations.

The Partnership contributes to multi-employer pension plans (“MEPPs”) in accordance with various collective bargaining agreements covering union employees. As one of the many participating employers in these MEPPs, the Partnership is responsible with the other participating employers for any plan underfunding. As of March 25, 2023 and September 24, 2022, the Partnership’s estimated obligation to these MEPPs was $21,950 and $22,496, respectively, as a result of its voluntary full withdrawal from certain MEPPs.

16.

Amounts Reclassified Out of Accumulated Other Comprehensive Income

The following table summarizes amounts reclassified out of accumulated other comprehensive income (loss) for the three and six months ended March 25, 2023 and March 26, 2022:


	Three Months Ended						Six Months Ended
	March 25,			March 26,			March 25,			March 26,
	2023			2022			2023			2022
Pension Benefits
Balance, beginning of period	$	(17,315	)	$	(22,704	)	$	(17,797	)	$	(23,303	)
Reclassifications to earnings:
Amortization of net loss (1)		481			600			963			1,199
Other comprehensive income		481			600			963			1,199
Balance, end of period	$	(16,834	)	$	(22,104	)	$	(16,834	)	$	(22,104	)

Postretirement Benefits
Balance, beginning of period	$	4,883		$	5,414		$	5,201		$	5,719
Reclassifications to earnings:
Amortization of net gain and prior service credits (1)		(318	)		(306	)		(636	)		(611	)
Other comprehensive loss		(318	)		(306	)		(636	)		(611	)
Balance, end of period	$	4,565		$	5,108		$	4,565		$	5,108

Accumulated Other Comprehensive Income (Loss)
Balance, beginning of period	$	(12,432	)	$	(17,290	)	$	(12,596	)	$	(17,584	)
Reclassifications to earnings		163			294			327			588
Other comprehensive income		163			294			327			588
Balance, end of period	$	(12,269	)	$	(16,996	)	$	(12,269	)	$	(16,996	)

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(1)

These amounts are included in the computation of net periodic benefit cost. See Note 15, “Pension Plans and Other Postretirement Benefits.”

17.

Income Taxes

For federal income tax purposes, as well as for state income tax purposes in the majority of the states in which the Partnership operates, the earnings attributable to the Partnership and the Operating Partnership are not subject to income tax at the partnership level. With the exception of those states that impose an entity-level income tax on partnerships, the taxable income or loss attributable to the Partnership and to the Operating Partnership, which may vary substantially from the income (loss) before income taxes reported by the Partnership in the condensed consolidated statement of operations, are includable in the federal and state income tax returns of the Common Unitholders. The aggregate difference in the basis of the Partnership’s net assets for financial and tax reporting purposes cannot be readily determined as the Partnership does not have access to each Common Unitholder’s basis in the Partnership.

As described in Note 1, “Partnership Organization and Formation,” the earnings of the Corporate Entities are subject to U.S. corporate level income tax. However, based upon past performance, the Corporate Entities are currently reporting an income tax provision composed primarily of minimum state income taxes. A full valuation allowance has been provided against the deferred tax assets (with the exception of certain net operating loss carryforwards (“NOLs”) that arose after 2017) based upon an analysis of all available evidence, both negative and positive at the balance sheet date, which, taken as a whole, indicates that it is more likely than not that sufficient future taxable income will not be available to utilize the assets. Management’s periodic reviews include, among other things, the nature and amount of the taxable income and expense items, the expected timing of when assets will be used or liabilities will be required to be reported and the reliability of historical profitability of businesses that are expected to provide future earnings. Furthermore, management considered tax-planning strategies it could use to increase the likelihood that the deferred tax assets will be realized.

As a result of the Tax Cuts and Jobs Act of 2017, NOLs generated by the Corporate Entities beginning in 2018 may be carried forward indefinitely. The Corporate Entities generated a taxable loss during the 2022 and 2021 tax years, which resulted in a $295 and $638 deferred tax benefit recorded during the first quarter of fiscal 2023 and fiscal 2022, respectively.

18.

Segment Information

The Partnership manages and evaluates its operations in four operating segments, three of which are reportable segments: Propane, Fuel Oil and Refined Fuels, and Natural Gas and Electricity. The chief operating decision maker evaluates performance of the operating segments using a number of performance measures, including gross margins and income before interest expense and provision for income taxes (operating profit). Costs excluded from these profit measures are captured in Corporate and include corporate overhead expenses not allocated to the operating segments. Unallocated corporate overhead expenses include all costs of back office support functions that are reported as general and administrative expenses within the condensed consolidated statements of operations. In addition, certain costs associated with field operations support that are reported in operating expenses within the condensed consolidated statements of operations, including purchasing, training and safety, are not allocated to the individual operating segments. Thus, operating profit for each operating segment includes only the costs that are directly attributable to the operations of the individual segment. The accounting policies of the operating segments are otherwise the same as those described in Note 2, “Summary of Significant Accounting Policies,” in the Partnership’s Annual Report on Form 10-K for the fiscal year ended September 24, 2022.

The propane segment is primarily engaged in the retail distribution of propane to residential, commercial, industrial, agricultural and government customers and, to a lesser extent, wholesale distribution to large industrial end users. In the residential, commercial and government markets, propane is used primarily for space heating, water heating, cooking and clothes drying. Industrial customers use propane generally as a motor fuel burned in internal combustion engines that power over-the-road vehicles, forklifts and stationary engines, to fire furnaces and as a cutting gas. In the agricultural markets, propane is primarily used for tobacco curing, crop drying, poultry brooding and weed control. In addition, the Partnership’s equity investment in Oberon is included within the propane segment.

The fuel oil and refined fuels segment is primarily engaged in the retail distribution of fuel oil, diesel, kerosene and gasoline to residential and commercial customers for use primarily as a source of heat in homes and buildings.

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The natural gas and electricity segment is engaged in the marketing of natural gas and electricity to residential and commercial customers in the deregulated energy markets of New York and Pennsylvania. Under this operating segment, the Partnership owns the relationship with the end consumer and has agreements with the local distribution companies to deliver the natural gas or electricity from the Partnership’s suppliers to the customer.

Activities in the “all other” category include the Partnership’s service business, which is primarily engaged in the sale, installation and servicing of a wide variety of home comfort equipment, particularly in the areas of heating and ventilation. In addition, the Partnership’s platform of RNG businesses and the equity investment in IH are included within “all other.”

The following table presents certain data by reportable segment and provides a reconciliation of total operating segment information to the corresponding condensed consolidated amounts for the periods presented:


	Three Months Ended						Six Months Ended
	March 25,			March 26,			March 25,			March 26,
	2023			2022			2023			2022
Revenues:
Propane	$	457,140		$	516,821		$	799,493		$	847,938
Fuel oil and refined fuels		38,126			43,501			68,267			64,467
Natural gas and electricity		11,856			14,395			20,546			23,618
All other		19,379			13,378			35,665			27,479
Total revenues	$	526,501		$	588,095		$	923,971		$	963,502

Operating income (loss):
Propane	$	156,959		$	221,386		$	251,367		$	287,961
Fuel oil and refined fuels		6,347			7,185			8,429			8,879
Natural gas and electricity		3,138			3,450			4,230			5,120
All other		(10,087	)		(5,002	)		(15,862	)		(10,792	)
Corporate		(30,678	)		(35,058	)		(60,170	)		(61,951	)
Total operating income		125,679			191,961			187,994			229,217

Reconciliation to net income:
Interest expense, net		19,871			15,254			35,865			30,553
Other, net		1,106			1,234			2,081			2,364
Provision for (benefit from) income taxes		225			371			177			(100	)
Net income	$	104,477		$	175,102		$	149,871		$	196,400

Depreciation and amortization:
Propane	$	11,331		$	11,764		$	23,221		$	25,498
Fuel oil and refined fuels		419			428			828			856
Natural gas and electricity		—			5			3			10
All other		2,912			45			2,955			90
Corporate		1,402			1,820			2,836			3,893
Total depreciation and amortization	$	16,064		$	14,062		$	29,843		$	30,347


	As of
	March 25,		September 24,
	2023		2022
Assets:
Propane	$	1,991,478	$	1,957,257
Fuel oil and refined fuels		55,245		49,683
Natural gas and electricity		12,782		12,504
All other		243,211		47,853
Corporate		48,389		36,429
Total assets	$	2,351,105	$	2,103,726

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a discussion of the financial condition and results of operations of the Partnership as of and for the three and six months ended March 25, 2023, seen from our perspective. The discussion should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the historical consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the fiscal year ended September 24, 2022.

Executive Overview

The following are factors that regularly affect our operating results and financial condition. Our business is subject to the risks and uncertainties described in Item 1A included in the Annual Report on Form 10-K for the fiscal year ended September 24, 2022 and in this Quarterly Report. Management currently considers the following events, trends, and uncertainties to be most important to understanding our financial condition and operating performance:

Product Costs and Supply

The level of profitability in the retail propane, fuel oil, natural gas and electricity businesses is largely dependent on the difference between retail sales price and our costs to acquire and transport products. The unit cost of our products, particularly propane, fuel oil and natural gas, is subject to volatility as a result of supply and demand dynamics or other market conditions, including, but not limited to, economic and political factors impacting crude oil and natural gas supply or pricing. We enter into product supply contracts that are generally one-year agreements subject to annual renewal, and also purchase product on the open market. We attempt to reduce price risk by pricing product on a short-term basis. Our propane supply contracts typically provide for pricing based upon index formulas using the posted prices established at major supply points such as Mont Belvieu, Texas, or Conway, Kansas (plus transportation costs) at the time of delivery.

To supplement our annual purchase requirements, we may utilize forward fixed price purchase contracts to acquire a portion of the propane that we resell to our customers, which allows us to manage our exposure to unfavorable changes in commodity prices and to assure adequate physical supply. The percentage of contract purchases, and the amount of supply contracted for under forward contracts at fixed prices, will vary from year to year based on market conditions.

Changes in our costs to acquire and transport products can occur rapidly over a short period of time and can impact profitability. There is no assurance that we will be able to pass on product acquisition and transportation cost increases fully or immediately, particularly when such costs increase rapidly. Therefore, average retail sales prices can vary significantly from year to year as our costs fluctuate with the propane, fuel oil, crude oil and natural gas commodity markets and infrastructure conditions. In addition, periods of sustained higher commodity and/or transportation prices can lead to customer conservation, resulting in reduced demand for our product.

According to the Energy Information Administration, U.S. propane inventory levels at the end of March 2023 were 56.2 million barrels, which was 66.8% higher than March 2022 levels and 20.2% higher than the five-year average for March. These higher inventory levels led to declines in average posted propane prices (basis Mont Belvieu, Texas) of 37.4% compared to the prior year second quarter.

Seasonality

The retail propane and fuel oil distribution businesses, as well as the retail natural gas marketing business, are seasonal because these fuels are primarily used for heating in residential and commercial buildings. Historically, approximately two‑thirds of our retail propane volume is sold during the six-month peak heating season from October through March. The fuel oil business tends to experience greater seasonality given its more limited use for space heating and approximately three-fourths of our fuel oil volumes are sold between October and March. Consequently, sales and operating profits are concentrated in our first and second fiscal quarters. Cash flows from operations, therefore, are greatest during the second and third fiscal quarters when customers pay for product purchased during the winter heating season. We expect lower operating profits and either net losses or lower net income during the period from April through September (our third and fourth fiscal quarters). To the extent necessary, we will reserve cash from the second and third quarters for distribution to holders of our Common Units in the fourth quarter and the following fiscal year first quarter.

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Weather

Weather conditions have a significant impact on the demand for our products, in particular propane, fuel oil and natural gas, for both heating and agricultural purposes. Many of our customers rely heavily on propane, fuel oil or natural gas as a heating source. Accordingly, the volume sold is directly affected by the severity of the winter weather in our service areas, which can vary substantially from year to year. In any given area, sustained warmer than normal temperatures will tend to result in reduced propane, fuel oil and natural gas consumption, while sustained colder than normal temperatures will tend to result in greater consumption.

Hedging and Risk Management Activities

We engage in hedging and risk management activities to reduce the effect of price volatility on our product costs and to ensure the availability of product during periods of short supply. We enter into propane forward, options and swap agreements with third parties, and use futures and options contracts traded on the New York Mercantile Exchange (“NYMEX”) to purchase and sell propane, fuel oil, crude oil and natural gas at fixed prices in the future. The majority of the futures, forward and options agreements are used to hedge price risk associated with propane and fuel oil physical inventory, as well as, in certain instances, forecasted purchases of propane or fuel oil. In addition, we sell propane and fuel oil to customers at fixed prices, and enter into derivative instruments to hedge a portion of our exposure to fluctuations in commodity prices as a result of selling the fixed price contracts. Forward contracts are generally settled physically at the expiration of the contract whereas futures, options and swap contracts are generally settled at the expiration of the contract through a net settlement mechanism. Although we use derivative instruments to reduce the effect of price volatility associated with priced physical inventory and forecasted transactions, we do not use derivative instruments for speculative trading purposes. Risk management activities are monitored by an internal Commodity Risk Management Committee, made up of six members of management and reporting to our Audit Committee, through enforcement of our Hedging and Risk Management Policy.

Inflation and Other Cost Increases

We are experiencing increased inflation in the costs of various goods and services we use to operate our business, including volatile wholesale costs for the products we distribute. Although we have not experienced significant disruptions with securing the products we sell, inflationary factors and competition for resources across the supply chain has resulted in increased costs in a wide variety of areas, including labor, transportation costs and the cost of tanks and other equipment. These and other factors may continue to impact our product costs, expenses, and capital expenditures, and could continue to have an impact on consumer demand as consumers manage the impact of inflation on their resources.

Critical Accounting Policies and Estimates

Our significant accounting policies are summarized in Note 2, “Summary of Significant Accounting Policies,” included within the Notes to Consolidated Financial Statements section of our Annual Report on Form 10-K for the fiscal year ended September 24, 2022.

Certain amounts included in or affecting our consolidated financial statements and related disclosures must be estimated, requiring management to make certain assumptions with respect to values or conditions that cannot be known with certainty at the time the financial statements are prepared. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We are also subject to risks and uncertainties that may cause actual results to differ from estimated results. Estimates are used when accounting for depreciation and amortization of long-lived assets, employee benefit plans, self-insurance and litigation reserves, environmental reserves, allowances for doubtful accounts, asset valuation assessments and valuation of derivative instruments. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Any effects on our business, financial position or results of operations resulting from revisions to these estimates are recorded in the period in which the facts that give rise to the revision become known to us. Management has reviewed these critical accounting estimates and related disclosures with the Audit Committee of our Board of Supervisors.

Results of Operations and Financial Condition

Net income for the second quarter of fiscal 2023 was $104.5 million, or $1.63 per Common Unit, compared to $175.1 million, or $2.77 per Common Unit, in the fiscal 2022 second quarter. Adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA, as defined and reconciled below) was $149.0 million for the second quarter of fiscal 2023, compared to $172.5 million in the prior year.

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Retail propane gallons sold in the second quarter of fiscal 2023 of 144.1 million gallons decreased 9.4% compared to the prior year, primarily due to near record warm temperatures during the months of January and February, which are the two most critical months for heat-related demand within the second quarter. Average temperatures (as measured by heating degree days) across all of the Partnership’s service territories during the second quarter of fiscal 2023 were 12% warmer than normal and 5% warmer than the prior year second quarter. For the months of January and February, average temperatures were 16% warmer than normal and 11% warmer than the same period last year.

Average propane prices (basis Mont Belvieu, Texas) for the second quarter of fiscal 2023 decreased 37.4% compared to the prior year, and increased 2.2% compared to the prior sequential quarter. Total gross margin for the second quarter of fiscal 2023 was $294.9 million, compared to $349.1 million in the prior year. Gross margin for the second quarter of fiscal 2023 included a $4.5 million unrealized loss attributable to the mark-to-market adjustment for derivative instruments used in risk management activities, compared to a $33.0 million unrealized gain in the prior year. These non-cash adjustments, which were reported in cost of products sold, were excluded from Adjusted EBITDA for both periods. Excluding the impact of the unrealized mark-to-market adjustments, total gross margin for the second quarter of fiscal 2023 decreased $16.7 million, or 5.3%, compared to the prior year, primarily due to lower volumes sold, offset to an extent by higher unit margins. Excluding the impact of the unrealized mark-to-market adjustments, propane unit margins for the second quarter of fiscal 2023 increased $0.04, or 2.3%, per gallon compared to the prior year.

Combined operating and general and administrative expenses of $153.1 million for the second quarter of fiscal 2023 increased $10.1 million, or 7.1%, compared to the prior year, primarily due to higher payroll and benefit-related expenses, higher vehicle fuel costs, other inflationary effects on our operations, and costs associated with the acquisition and operations of the new RNG assets, as defined and described below. Acquisition-related costs of $3.4 million during the second quarter of fiscal 2023 were reported within general and administrative expenses, and were excluded from Adjusted EBITDA.

Total debt outstanding as of March 25, 2023 was $126.6 million higher than at the end of the prior year second quarter, primarily due to the financing for the RNG Acquisition, as defined and described below, offset to an extent by debt repayments with cash flows from operating activities. Our consolidated leverage ratio, as defined in our Credit Agreement, for the twelve-month period ending March 25, 2023 was 4.43x.

As previously announced on April 20, 2023, the Partnership’s Board of Supervisors declared a quarterly distribution of $0.325 per Common Unit effective for the distribution payable in respect of the second quarter of fiscal 2023. This distribution is payable on May 9, 2023 to Common Unitholders of record as of May 2, 2023.

Our anticipated cash requirements for the remainder of fiscal 2023 include: (i) maintenance and growth capital expenditures of approximately $8.3 million and $24.8 million, respectively; (ii) interest and income tax payments of approximately $41.1 million; and (iii) cash distributions of approximately $41.3 million to our Common Unitholders based on the quarterly distribution rate of $0.325 per Common Unit. Based on our liquidity position, which includes cash on hand, availability of funds under our Revolving Credit Facility and expected cash flow from operating activities, we expect to have sufficient funds to meet our current and future obligations.

Recent Developments

As referenced above and in Item 1, Note 4 of this Quarterly Report, on December 28, 2022, we announced that our wholly owned subsidiary, Suburban Renewable Energy, LLC (“Suburban Renewable Energy”), acquired a platform of two operating RNG production assets from Equilibrium, a leading sustainability-driven asset management firm (the “RNG Acquisition”). In addition, the parties formed a partnership to serve as a long-term growth platform for the identification, development and operation of additional RNG projects, including an existing pipeline of identified RNG projects that are in various stages of development. Our RNG platform includes the following: (1) a large-scale RNG facility in Stanfield, Arizona, one of the largest agricultural waste RNG production facilities currently operating in the United States, which includes seven anaerobic digesters, manure rights from approximately 55,000 dairy cattle and an interconnect with an interstate pipeline; (2) an operating facility in Columbus, Ohio that is currently receiving tipping fees from several large food and beverage providers for processing food waste into fertilizer and biogas, and has an active development project to upgrade the biogas into RNG for use in the transportation sector; (3) rights of first offer for a third RNG facility in the Midwest that is currently being developed by Equilibrium; and (4) the creation of a joint venture, called Suburban EQ RNG, LLC, to invest in and develop approximately $155.0 million of future RNG projects, of which Suburban Renewable Energy will own approximately 70% and Equilibrium will own approximately 30% once such projects are fully funded. The RNG Acquisition is diversified across feedstocks, geographies and revenue streams, and complements Suburban Renewable Energy’s ongoing activity to construct, own and operate an RNG facility at Adirondack Farms in Clinton County, New York. The RNG Acquisition will immediately enhance and increase Suburban Renewable Energy’s presence in RNG production and distribution. Additionally, the partnership with Equilibrium through the joint venture arrangement provides visible growth and experienced management in the rapidly developing waste-to-energy economy. RNG can be produced from multiple organic waste streams, including agricultural and food waste, helping to reduce methane emissions, while offering a lower carbon solution as a drop-in replacement for traditional natural gas. This scalable platform complements our

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existing portfolio of renewable energy assets, both as a stand-alone RNG distributor, or using RNG as a pathway to hydrogen or rDME production. Suburban Propane has a proud 95-year legacy of being a trusted provider of energy to local communities. Leveraging the strength and stability of our core propane business, we are positioning ourselves for sustainable long-term growth by investing in the clean energy economy of the future as society transitions to lower carbon alternatives.

Three Months Ended March 25, 2023 Compared to Three Months Ended March 26, 2022

Revenues


(Dollars and gallons in thousands)	Three Months Ended							Percent
	March 25,		March 26,		Increase			Increase
	2023		2022		(Decrease)			(Decrease)
Revenues
Propane	$	457,140	$	516,821	$	(59,681	)		(11.5	)%
Fuel oil and refined fuels		38,126		43,501		(5,375	)		(12.4	)%
Natural gas and electricity		11,856		14,395		(2,539	)		(17.6	)%
All other		19,379		13,378		6,001			44.9	%
Total revenues	$	526,501	$	588,095	$	(61,594	)		(10.5	)%
Retail gallons sold
Propane		144,149		159,179		(15,030	)		(9.4	)%
Fuel oil and refined fuels		7,742		10,715		(2,973	)		(27.7	)%

As discussed above, average temperatures (as measured by heating degree days) across all of our service territories during the second quarter of fiscal 2023 were 12% warmer than normal and 5% warmer than the prior year second quarter. While there was an overall decrease in heating degree days compared to the prior year, our operations were most negatively impacted by extremely warm temperatures during the critical heating months of January and February, and were most pronounced in our East and Midwest operating territories, while our operations in the West generally experienced normal to cooler-than-normal temperatures, which were also cooler than the prior year. For the critical heating months of January and February, overall average temperatures were 16% warmer than normal and 11% warmer than the same period last year, and were on par for the warmest on record for that two-month period.

Revenues from the distribution of propane and related activities of $457.1 million decreased $59.7 million, or 11.5%, compared to the prior year, primarily due to lower volumes sold and lower average retail selling prices compared to the prior year. Retail propane gallons sold decreased 15.0 million gallons, or 9.4%, compared to the prior year, primarily due to the impact of warmer weather on heat-related demand, resulting in a $48.0 million decrease in revenues. Average propane selling prices decreased 2.0% compared to the prior year, reflecting lower average wholesale costs, resulting in a $9.2 million decrease in revenues. Included within the propane segment are revenues from other propane activities, which decreased $2.5 million primarily due to lower selling prices associated with the hedging contracts used in risk management activities that were settled physically.

Revenues from the distribution of fuel oil and refined fuels of $38.1 million were $5.4 million, or 12.4%, lower than the prior year, primarily due to a decrease in volumes sold, offset to an extent by higher average retail selling prices. Fuel oil and refined fuels gallons sold decreased 3.0 million gallons, or 27.7%, primarily due to warmer weather, resulting in a $12.0 million decrease in revenues. Average fuel oil and refined fuels selling prices increased 21.0% compared to the prior year, resulting in a $6.6 million increase in revenues.

Revenues in our natural gas and electricity segment of $11.9 million were $2.5 million, or 17.6%, lower than the prior year, primarily due to lower usage resulting from a lower customer base and warmer weather, nominally offset by higher average selling prices.

Revenues in our all other segment of $19.4 million were $6.0 million, or 44.9%, higher than in the prior year, primarily due to the impact of the RNG Acquisition at the beginning of the second quarter of fiscal 2023. Revenues from the RNG production assets primarily consist of sales of RNG and the associated environmental attributes, and tipping fees charged to third parties for various waste feedstocks.

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Cost of Products Sold


(Dollars in thousands)	Three Months Ended
	March 25,			March 26,						Percent
	2023			2022			(Decrease)			(Decrease)
Cost of products sold
Propane	$	194,854		$	195,859		$	(1,005	)		(0.5	)%
Fuel oil and refined fuels		26,031			30,228			(4,197	)		(13.9	)%
Natural gas and electricity		7,187			9,281			(2,094	)		(22.6	)%
All other		3,536			3,663			(127	)		(3.5	)%
Total cost of products sold	$	231,608		$	239,031		$	(7,423	)		(3.1	)%
As a percent of total revenues		44.0	%		40.6	%

The cost of products sold reported in the condensed consolidated statements of operations represents the weighted average unit cost of propane, fuel oil and refined fuels, and natural gas and electricity sold, including transportation costs to deliver product from our supply points to storage or to our customer service centers. Cost of products sold also includes the cost of appliances and related parts sold or installed by our customer service centers computed on a basis that approximates the average cost of the products.

Given the retail nature of our operations, we maintain a certain level of priced physical inventory to help ensure that our field operations have adequate supply commensurate with the time of year. Our strategy has been, and will continue to be, to keep our physical inventory priced relatively close to market for our field operations. Consistent with past practices, we principally utilize futures and/or options contracts traded on the NYMEX to mitigate the price risk associated with our priced physical inventory, as well as, in certain instances, forecasted purchases of propane or fuel oil. In addition, we sell propane and fuel oil to customers at fixed prices, and enter into derivative instruments to hedge a portion of our exposure to fluctuations in commodity prices as a result of selling the fixed price contracts. At expiration, the derivative contracts are settled by the delivery of the product to the respective party or are settled by the payment to the respective party of a net amount equal to the difference between the then market price and the fixed contract price or option exercise price. Under this risk management strategy, realized gains or losses on futures or options contracts, which are reported in cost of products sold, will typically offset losses or gains on the physical inventory once the product is sold or delivered as it pertains to fixed price contracts (which may or may not occur in the same accounting period). We do not use futures or options contracts, or other derivative instruments, for speculative trading purposes. Unrealized non-cash gains or losses from changes in the fair value of derivative instruments that are not designated as cash flow hedges are recorded within cost of products sold. Cost of products sold excludes depreciation and amortization; these amounts are reported separately within the condensed consolidated statements of operations.

In the commodities markets, average posted propane prices (basis Mont Belvieu, Texas) and fuel oil prices were 37.4% and 3.5% lower than the prior year second quarter, respectively. The net change in the fair value of derivative instruments resulted in a $4.5 million unrealized non-cash loss in the second quarter of fiscal 2023, compared to a $33.0 million unrealized non-cash gain in the prior year second quarter, resulting in a net increase of $37.5 million in cost of products sold year-over-year, all of which was reported within the propane segment. These unrealized mark-to-market adjustments are excluded from Adjusted EBITDA for both periods.

Cost of products sold associated with the distribution of propane and related activities of $194.9 million decreased $1.0 million, or 0.5%, compared to the prior year second quarter. Lower volumes sold and lower average wholesale costs, net of realized losses on commodity hedges, contributed to decreases in cost of products sold of $23.1 million and $19.5 million, respectively. Included within the propane segment are costs from other propane activities, which increased $4.1 million compared to the prior year reflecting the physical settlement of hedging agreements with inventory coming into the period which carried a higher weighted average cost, as well as the net increase of $37.5 million resulting from the mark-to-market adjustments on derivative instruments in both periods discussed above.

Cost of products sold associated with our fuel oil and refined fuels segment of $26.0 million decreased $4.2 million, or 13.9%, compared to the prior year second quarter. Lower volumes sold contributed to a decrease in cost of products sold of $8.4 million, which was partially offset by higher inventory costs from volumes sold that led to an increase of $4.2 million.

Cost of products sold in our natural gas and electricity segment of $7.2 million decreased $2.1 million, or 22.6%, compared to the prior year primarily due to lower usage.

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Operating Expenses


(Dollars in thousands)	Three Months Ended
	March 25,			March 26,					Percent
	2023			2022			Increase		Increase
Operating expenses	$	127,450		$	119,418		$	8,032		6.7	%
As a percent of total revenues		24.2	%		20.3	%

All costs of operating our retail distribution and appliance sales and service operations are reported within operating expenses in the condensed consolidated statements of operations. These operating expenses include the compensation and benefits of field and direct operating support personnel, costs of operating and maintaining our vehicle fleet, overhead and other costs of our purchasing, training and safety departments and other direct and indirect costs of operating our customer service centers and RNG production facilities.

Operating expenses of $127.5 million for the second quarter of fiscal 2023 increased $8.0 million, or 6.7%, compared to the prior year second quarter, primarily due to higher payroll costs, higher vehicle lease and fuel costs, the operating costs associated with our new RNG production facilities and other inflationary effects on our operating costs.

General and Administrative Expenses


(Dollars in thousands)	Three Months Ended
	March 25,			March 26,					Percent
	2023			2022			Increase		Increase
General and administrative expenses	$	25,700		$	23,623		$	2,077		8.8	%
As a percent of total revenues		4.9	%		4.0	%

All costs of our back office support functions, including compensation and benefits for executives and other support functions, as well as other costs and expenses to maintain finance and accounting, treasury, legal, human resources, corporate development and the information systems functions are reported within general and administrative expenses in the condensed consolidated statements of operations.

General and administrative expenses of $25.7 million for the second quarter of fiscal 2023 increased $2.1 million, or 8.8%, compared to the prior year second quarter, primarily due to professional fees and expenses of $3.4 million related to the RNG Acquisition, as well as other inflationary increases, offset to an extent by a decrease in variable compensation expenses given the lower earnings for the current period.

Depreciation and Amortization


(Dollars in thousands)	Three Months Ended
	March 25,			March 26,					Percent
	2023			2022			Increase		Increase
Depreciation and amortization	$	16,064		$	14,062		$	2,002		14.2	%
As a percent of total revenues		3.1	%		2.4	%

Depreciation and amortization expense of $16.1 million for the second quarter of fiscal 2023 increased $2.0 million, or 14.2%, compared to the prior year second quarter, primarily as a result of the tangible and intangible assets from the RNG Acquisition.

Interest Expense, net


(Dollars in thousands)	Three Months Ended
	March 25,			March 26,					Percent
	2023			2022			Increase		Increase
Interest expense, net	$	19,871		$	15,254		$	4,617		30.3	%
As a percent of total revenues		3.8	%		2.6	%

Net interest expense of $19.9 million for the second quarter of fiscal 2023 increased $4.6 million, or 30.3%, compared to the prior year second quarter, due to a higher level of average outstanding borrowings under our Revolving Credit Facility to fund the RNG

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Acquisition, coupled with higher benchmark interest rates for borrowings under that facility, as well as the impact of the $80.6 million in Green Bonds assumed in the RNG Acquisition. See Liquidity and Capital Resources below for additional discussion.

EBITDA and Adjusted EBITDA

EBITDA represents net income before deducting interest expense, income taxes, depreciation and amortization. Adjusted EBITDA represents EBITDA excluding the unrealized net gain or loss on mark-to-market activity for derivative instruments and other items, as applicable, as provided in the table below. Our management uses EBITDA and Adjusted EBITDA as supplemental measures of operating performance and we are including them because we believe that they provide our investors and industry analysts with additional information that we determined is useful to evaluate our operating results. EBITDA and Adjusted EBITDA are not recognized terms under US GAAP and should not be considered as an alternative to net income or net cash provided by operating activities determined in accordance with US GAAP. Because EBITDA and Adjusted EBITDA as determined by us excludes some, but not all, items that affect net income, they may not be comparable to EBITDA and Adjusted EBITDA or similarly titled measures used by other companies.

The following table sets forth our calculations of EBITDA and Adjusted EBITDA:


(Dollars in thousands)	Three Months Ended
	March 25,		March 26,
	2023		2022
Net income	$	104,477	$	175,102
Add:
Provision for income taxes		225		371
Interest expense, net		19,871		15,254
Depreciation and amortization		16,064		14,062
EBITDA		140,637		204,789
Unrealized non-cash losses (gains) on changes in fair value of derivatives		4,501		(32,984	)
Equity in earnings of unconsolidated affiliates		413		715
Acquisition-related costs		3,406		—
Adjusted EBITDA	$	148,957	$	172,520

We also reference gross margins, computed as revenues less cost of products sold as those amounts are reported on the condensed consolidated financial statements. Our management uses gross margin as a supplemental measure of operating performance and we are including it as we believe that it provides our investors and industry analysts with additional information that we determined is useful to evaluate our operating results. As cost of products sold does not include depreciation and amortization expense, the gross margin we reference is considered a non-GAAP financial measure.

Six Months Ended March 25, 2023 Compared to Six Months Ended March 26, 2022

Revenues


(Dollars and gallons in thousands)	Six Months Ended							Percent
	March 25,		March 26,		Increase			Increase
	2023		2022		(Decrease)			(Decrease)
Revenues
Propane	$	799,493	$	847,938	$	(48,445	)		(5.7	)%
Fuel oil and refined fuels		68,267		64,467		3,800			5.9	%
Natural gas and electricity		20,546		23,618		(3,072	)		(13.0	)%
All other		35,665		27,479		8,186			29.8	%
Total revenues	$	923,971	$	963,502	$	(39,531	)		(4.1	)%
Retail gallons sold
Propane		252,913		264,444		(11,531	)		(4.4	)%
Fuel oil and refined fuels		13,305		16,849		(3,544	)		(21.0	)%

Average temperatures (as measured in heating degree days) across all of our service territories for the first six months of fiscal 2023 were 8% warmer than normal and 2% cooler than the prior year first half. However, the fiscal 2023 heating season was characterized by exceptionally warm temperatures throughout our East and Midwest service territories, particularly during the most critical months for heat-related demand, while our service territories in the West generally experienced cooler weather. For the critical heating months of January and February, overall average temperatures were 16% warmer than normal and 11% warmer than the same

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period last year, and were on par for the warmest on record for that two-month period. The unseasonably warm and inconsistent weather pattern during much of the first half of fiscal 2023 adversely impacted heat-related demand.

Revenues from the distribution of propane and related activities of $799.5 million decreased $48.4 million, or 5.7%, compared to the prior year first half, primarily due to lower volumes sold and, to a lesser degree, lower average retail selling prices. Retail propane gallons sold decreased 11.5 million gallons, or 4.4%, compared to the prior year, resulting in a $36.5 million decrease in revenues. Average propane selling prices decreased 1.2% compared to the prior year period, reflecting lower average wholesale costs, resulting in a $9.9 million decrease in revenues. Included within the propane segment are revenues from other propane activities, which decreased $2.0 million primarily due to a lower selling prices associated with the hedging contracts used in risk management activities that were settled physically.

Revenues from the distribution of fuel oil and refined fuels of $68.3 million increased $3.8 million, or 5.9%, compared to the prior year first half, primarily due to higher average selling prices, partially offset by lower volumes sold. Average selling prices for fuel oil and refined fuels increased 33.7%, resulting in a $17.0 million increase in revenues. Fuel oil and refined fuels volumes sold decreased 3.5 million gallons, or 21.0%, resulting in a $13.2 million decrease in revenues.

Revenues in our natural gas and electricity segment of $20.5 million were $3.1 million, or 13.0%, lower than the prior year first half, resulting from lower volumes sold, primarily due to the impact of warmer temperatures on customer demand and a lower customer base, offset to an extent by higher average selling prices.

Revenues in our all other segment of $35.7 million were $8.2 million, or 29.8%, higher than in the prior year first half, primarily due to the impact of the RNG Acquisition in December 2022. Revenue from the RNG production assets primarily consist of sales of RNG and the associated environmental attributes, and tipping fees charges to third parties for various waste feedstocks.

Cost of Products Sold


(Dollars in thousands)	Six Months Ended									Percent
	March 25,			March 26,			Increase			Increase
	2023			2022			(Decrease)			(Decrease)
Cost of products sold
Propane	$	344,694		$	367,130		$	(22,436	)		(6.1	)%
Fuel oil and refined fuels		48,403			44,869			3,534			7.9	%
Natural gas and electricity		13,127			15,470			(2,343	)		(15.1	)%
All other		8,037			7,900			137			1.7	%
Total cost of products sold	$	414,261		$	435,369		$	(21,108	)		(4.8	)%
As a percent of total revenues		44.8	%		45.2	%

In the commodities markets, average posted propane prices (basis Mont Belvieu, Texas) and fuel oil prices were 36.7% lower and 19.7% higher than the prior year first half, respectively. The net change in the fair value of derivative instruments resulted in unrealized non-cash losses of $18.2 million and $0.5 million in the first six months of fiscal 2023 and 2022, respectively, resulting in an increase of $17.7 million in cost of products sold year-over-year, all of which was reported within the propane segment. These unrealized mark-to-market adjustments are excluded from Adjusted EBITDA for both periods.

Cost of products sold associated with the distribution of propane and related activities of $344.7 million decreased $22.4 million, or 6.1%, compared to the prior year first half. Lower average wholesale costs contributed to a $29.9 million decrease in cost of products sold and lower volumes sold contributed to a $17.6 million decrease. Included within the propane segment are costs from other propane activities which increased $7.4 million compared to the prior year due the physical settlement of hedging agreements with inventory coming into the year which carried a higher weighted average cost, coupled with the net increase in cost of products sold of $17.7 million resulting from the mark-to-market adjustments on derivative instruments in both periods discussed above.

Cost of products sold associated with our fuel oil and refined fuels segment of $48.4 million increased $3.5 million, or 7.9%, compared to the prior year first half. Higher average wholesale costs contributed to an increase in cost of products sold of $13.0 million, which was partially offset by the $9.5 million impact from lower volumes sold.

Cost of products sold in our natural gas and electricity segment of $13.1 million decreased $2.3 million, or 15.1%, compared to the prior year, primarily due to lower usage.

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Operating Expenses


(Dollars in thousands)	Six Months Ended
	March 25,			March 26,					Percent
	2023			2022			Increase		Increase
Operating expenses	$	243,161		$	225,148		$	18,013		8.0	%
As a percent of total revenues		26.3	%		23.4	%

Operating expenses of $243.2 million for the first half of fiscal 2023 increased $18.0 million, or 8.0%, compared to the prior year first half, primarily due to higher payroll costs, higher vehicle lease and fuel costs, higher insurance costs, the operating costs associated with our new RNG production facilities and other inflationary effects on our operating costs.

General and Administrative Expenses


(Dollars in thousands)	Six Months Ended
	March 25,			March 26,					Percent
	2023			2022			Increase		Increase
General and administrative expenses	$	48,712		$	43,421		$	5,291		12.2	%
As a percent of total revenues		5.3	%		4.5	%

General and administrative expenses of $48.7 million for the first half of fiscal 2023 increased $5.3 million, or 12.2%, compared to the prior year period, primarily due to professional fees and expenses of $4.3 million related to the RNG Acquisition, as well as other inflationary increases, offset to an extent by a decrease in variable compensation expenses given the lower earnings for the current period.

Depreciation and Amortization


(Dollars in thousands)	Six Months Ended
	March 25,			March 26,						Percent
	2023			2022			Decrease			Decrease
Depreciation and amortization	$	29,843		$	30,347		$	(504	)		(1.7	)%
As a percent of total revenues		3.2	%		3.1	%

Depreciation and amortization expense of $29.8 million in the first half of fiscal 2023 decreased $0.5 million, or 1.7%, primarily as a result of accelerated depreciation recorded in the prior year on certain assets taken out of service, substantially offset by an increase in depreciation and amortization from the tangible and intangible assets from the RNG Acquisition.

Interest Expense, net


(Dollars in thousands)	Six Months Ended
	March 25,			March 26,					Percent
	2023			2022			Increase		Increase
Interest expense, net	$	35,865		$	30,553		$	5,312		17.4	%
As a percent of total revenues		3.9	%		3.2	%

Net interest expense of $35.9 million in the first half of fiscal 2023 increased $5.3 million compared to the prior year first half, primarily due to the impact of higher benchmark interest rates for borrowings under our Revolving Credit Facility and a higher average level of outstanding borrowings under that facility to fund the RNG Acquisition, as well as the impact of $80.6 million in Green Bonds assumed in the RNG Acquisition. See Liquidity and Capital Resources below for additional discussion.

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EBITDA and Adjusted EBITDA

The following table sets forth our calculations of EBITDA and Adjusted EBITDA:


(Dollars in thousands)	Six Months Ended
	March 25,		March 26,
	2023		2022
Net income	$	149,871	$	196,400
Add:
Provision for (benefit from) income taxes		177		(100	)
Interest expense, net		35,865		30,553
Depreciation and amortization		29,843		30,347
EBITDA		215,756		257,200
Unrealized non-cash losses on changes in fair value of derivatives		18,207		521
Equity in earnings of unconsolidated affiliates		695		1,325
Acquisition-related costs		4,341		—
Adjusted EBITDA	$	238,999	$	259,046

Liquidity and Capital Resources

Analysis of Cash Flows

Operating Activities. Net cash provided by operating activities for the first six months of fiscal 2023 of $105.4 million increased $9.9 million compared to the corresponding prior year period, primarily due to lower working capital needs resulting from the decline in propane commodity prices, offset to an extent by lower earnings.

Investing Activities. Net cash used in investing activities of $137.5 million for the first half of fiscal 2023 consisted of the RNG Acquisition (net of cash acquired) of $108.8 million, capital expenditures of $24.0 million (including approximately $12.3 million to support the growth of operations and $11.7 million for maintenance expenditures), a $3.0 million investment in a privately held start-up entity (plus direct transactions costs) and additional investments in Oberon, partially offset by approximately $1.5 million in proceeds from the sale of property, plant and equipment. See Item 1, Note 4 of this Quarterly Report.

Net cash used in investing activities of $53.1 million for the first half of fiscal 2022 consisted of a $30.0 million investment in Independence Hydrogen (plus direct transactions costs), capital expenditures of $22.3 million (including approximately $12.5 million to support the growth of operations and $9.8 million for maintenance expenditures), $2.9 million used to fund the acquisition of certain assets of a retail propane business and an additional investment in Oberon, partially offset by approximately $3.0 million in proceeds from the sale of property, plant and equipment, as well as the sale of certain assets and operations in a non-strategic market of the propane segment.

Financing Activities. Net cash provided by financing activities of $46.0 million for the first six months of fiscal 2023 reflected $90.9 million in net borrowings under our Revolving Credit Facility, which were used to fund the acquisition and investments noted above, and $41.1 million paid for the quarterly distributions to Common Unitholders at a rate of $0.325 per Common Unit paid in respect of the fourth quarter of fiscal 2022 and first quarter of fiscal 2023 and other financing activities of $3.8 million.

Net cash used in financing activities of $41.5 million for the first half of fiscal 2022 reflected $40.8 million paid for the quarterly distributions to Common Unitholders at a rate of $0.325 per Common Unit paid in respect of the fourth quarter of fiscal 2021 and first quarter of fiscal 2022 along with other financing activities of $3.2 million; and $2.5 million in net borrowings under our revolving credit facility.

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Summary of Long-Term Debt Obligations and Revolving Credit Facility

As of March 25, 2023, our long-term debt consisted of $350.0 million in aggregate principal amount of 5.875% Senior Notes due March 1, 2027, $650.0 million in aggregate principal amount of 5.0% Senior Notes due June 1, 2031, $80.6 million in aggregate principal amount of 5.5% Green Bonds due October 1, 2028 through October 1, 2033 and $180.5 million outstanding under our $500.0 million senior secured Revolving Credit Facility provided by our credit agreement. On December 28, 2022, we amended the credit agreement to modify certain restrictive and affirmative covenants set forth in the credit agreement and replace the LIBOR component of the borrowing rate with a rate based on SOFR. Total long-term borrowings as of March 25, 2023 and March 26, 2022 was $1,261.1 million and $1,134.5 million, respectively. See Item 1, Note 10 of this Quarterly Report.

Based upon our Consolidated EBITDA, as defined in the Credit Agreement, for the trailing twelve-month period ended March 25, 2023, and outstanding borrowings and letters of credits issued under the Revolving Credit Facility as of March 25, 2023, our borrowing capacity under the Revolving Credit Facility was $276.7 million.

The aggregate amounts of long-term debt maturities subsequent to March 25, 2023 are as follows: fiscal 2023: $-0-; fiscal 2024: $-0-; fiscal 2025: $180.5 million; fiscal 2026: $-0-; fiscal 2027: $350.0 million; and thereafter: $730.6 million.

Partnership Distributions

We are required to make distributions in an amount equal to all of our Available Cash, as defined in our Third Amended and Restated Partnership Agreement, as amended (the “Partnership Agreement”), no more than 45 days after the end of each fiscal quarter to holders of record on the applicable record dates. Available Cash, as defined in the Partnership Agreement, generally means all cash on hand at the end of the respective fiscal quarter less the amount of cash reserves established by the Board of Supervisors in its reasonable discretion for future cash requirements. These reserves are retained for the proper conduct of our business, the payment of debt principal and interest and for distributions during the next four quarters. The Board of Supervisors reviews the level of Available Cash on a quarterly basis based upon information provided by management.

On April 20, 2023, we announced a quarterly distribution of $0.325 per Common Unit, or $1.30 on an annualized basis, in respect of the second quarter of fiscal 2023, payable on May 9, 2023 to holders of record on May 2, 2023.

Other Commitments

We have a noncontributory, cash balance format, defined benefit pension plan which was frozen to new participants effective January 1, 2000. Effective January 1, 2003, the defined benefit pension plan was amended such that future service credits ceased and eligible employees would receive interest credits only toward their ultimate retirement benefit. We also provide postretirement health care and life insurance benefits for certain retired employees under a plan that was frozen to new participants effective March 31, 1998. At March 25, 2023, we had a liability for the defined benefit pension plan and accrued retiree health and life benefits of $19.7 million and $5.3 million, respectively.

We are self-insured for general and product, workers’ compensation and automobile liabilities up to predetermined thresholds above which third party insurance applies. At March 25, 2023, we had accrued insurance liabilities of $63.9 million, and a receivable of $15.8 million related to the amount of the liability expected to be covered by insurance.

Legal Matters

See Item 1, Note 13, “Commitments and Contingencies,” Legal Matters subsection of this Quarterly Report.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Commodity Price Risk

We enter into product supply contracts that are generally one-year agreements subject to annual renewal, and also purchase product on the open market. Our propane supply contracts typically provide for pricing based upon index formulas using the posted prices established at major supply points such as Mont Belvieu, Texas, or Conway, Kansas (plus transportation costs) at the time of delivery. In addition, to supplement our annual purchase requirements, we may utilize forward fixed price purchase contracts to acquire a portion of the propane that we resell to our customers, which allows us to manage our exposure to unfavorable changes in commodity prices and to ensure adequate physical supply. The percentage of contract purchases, and the amount of supply contracted for under forward contracts at fixed prices, will vary from year to year based on market conditions. In certain instances, and when market conditions are favorable, we are able to purchase product under our supply arrangements at a discount to the market.

Product cost changes can occur rapidly over a short period of time and can impact profitability. We attempt to reduce commodity price risk by pricing product on a short-term basis. The level of priced, physical product maintained in storage facilities and at our customer service centers for immediate sale to our customers will vary depending on several factors, including, but not limited to, price, supply and demand dynamics for a given time of the year. Typically, our on hand priced position does not exceed more than four to eight weeks of our supply needs, depending on the time of the year. In the course of normal operations, we routinely enter into contracts such as forward priced physical contracts for the purchase or sale of propane and fuel oil that, under accounting rules for derivative instruments and hedging activities, qualify for and are designated as normal purchase or normal sale contracts. Such contracts are exempted from fair value accounting and are accounted for at the time product is purchased or sold under the related contract.

Under our hedging and risk management strategies, we enter into a combination of exchange-traded futures and options contracts and, in certain instances, over-the-counter options and swap contracts (collectively, “derivative instruments”) to manage the price risk associated with physical product and with future purchases of the commodities used in our operations, principally propane and fuel oil, as well as to help ensure the availability of product during periods of high demand. In addition, we sell propane and fuel oil to customers at fixed prices, and enter into derivative instruments to hedge a portion of our exposure to fluctuations in commodity prices as a result of selling the fixed price contracts. We do not use derivative instruments for speculative or trading purposes. Futures and swap contracts require that we sell or acquire propane or fuel oil at a fixed price for delivery at fixed future dates. An option contract allows, but does not require, its holder to buy or sell propane or fuel oil at a specified price during a specified time period. However, the writer of an option contract must fulfill the obligation of the option contract, should the holder choose to exercise the option. At expiration, the contracts are settled by the delivery of the product to the respective party or are settled by the payment of a net amount equal to the difference between the then market price and the fixed contract price or option exercise price. To the extent that we utilize derivative instruments to manage exposure to commodity price risk and commodity prices move adversely in relation to the contracts, we could suffer losses on those derivative instruments when settled. Conversely, if prices move favorably, we could realize gains. Under our hedging and risk management strategy, realized gains or losses on derivative instruments will typically offset losses or gains on the physical inventory once the product is sold to customers at market prices, or delivered to customers as it pertains to fixed price contracts.

Futures are traded with brokers of the NYMEX and require daily cash settlements in margin accounts. Forward contracts are generally settled at the expiration of the contract term by physical delivery, and swap and options contracts are generally settled at expiration through a net settlement mechanism. Market risks associated with our derivative instruments are monitored daily for compliance with our Hedging and Risk Management Policy which includes volume limits for open positions. Open inventory positions are reviewed and managed daily as to exposures to changing market prices.

Credit Risk

Exchange-traded futures and options contracts are guaranteed by the NYMEX and, as a result, have minimal credit risk. We are subject to credit risk with over-the-counter forward, swap and options contracts to the extent the counterparties do not perform. We evaluate the financial condition of each counterparty with which we conduct business and establish credit limits to reduce exposure to the risk of non-performance by our counterparties.

Interest Rate Risk

A portion of our borrowings bear interest at prevailing interest rates based upon, at the Operating Partnership’s option, SOFR, plus an applicable margin or the base rate, defined as the higher of the Federal Funds Rate plus ½ of 1% or the agent bank’s prime rate, or SOFR plus 1%, plus the applicable margin. The applicable margin is dependent on the level of our total consolidated leverage (the total ratio of debt to consolidated EBITDA). Therefore, we are subject to interest rate risk on the variable component of the interest rate. From time to time, we enter into interest rate swap agreements to manage a part of our variable interest rate risk. The interest rate swaps are designated as cash flow hedges. Changes in the fair value of the interest rate swaps are recognized in other comprehensive income (“OCI”) until the hedged item is recognized in earnings. At March 25, 2023, we were not party to an interest rate swap agreement.

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Derivative Instruments and Hedging Activities

All of our derivative instruments are reported on the balance sheet at their fair values. On the date that derivative instruments are entered into, we make a determination as to whether the derivative instrument qualifies for designation as a hedge. Changes in the fair value of derivative instruments are recorded each period in current period earnings or OCI, depending on whether a derivative instrument is designated as a hedge and, if so, the type of hedge. For derivative instruments designated as cash flow hedges, we formally assess, both at the hedge contract’s inception and on an ongoing basis, whether the hedge contract is highly effective in offsetting changes in cash flows of hedged items. Changes in the fair value of derivative instruments designated as cash flow hedges are reported in OCI to the extent effective and reclassified into earnings during the same period in which the hedged item affects earnings. The mark-to-market gains or losses on ineffective portions of cash flow hedges are immediately recognized in earnings. Changes in the fair value of derivative instruments that are not designated as cash flow hedges, and that do not meet the normal purchase and normal sale exemption, are recorded in earnings as they occur. Cash flows associated with derivative instruments are reported as operating activities within the condensed consolidated statement of cash flows.

Sensitivity Analysis

In an effort to estimate our exposure to unfavorable market price changes in commodities related to our open positions under derivative instruments, we developed a model that incorporates the following data and assumptions:

The fair value of open positions as of March 25, 2023.

The market prices for the underlying commodities used to determine A. above were adjusted adversely by a hypothetical 10% change and compared to the fair value amounts in A. above to project the potential negative impact on earnings that would be recognized for the respective scenario.

Based on the sensitivity analysis described above, the hypothetical 10% adverse change in market prices for open derivative instruments as of March 25, 2023 indicates an increase in potential future net losses of $3.7 million. See also Item 7A of our Annual Report on Form 10-K for the fiscal year ended September 24, 2022. The above hypothetical change does not reflect the worst case scenario. Actual results may be significantly different depending on market conditions and the composition of the open position portfolio.

To date, the COVID-19 pandemic and the Russia-Ukraine war have not materially adversely affected our product supply agreements or our hedging strategies, and we currently believe that we will continue to have access to sufficient supply to meet customer demand.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Partnership maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to provide reasonable assurance that information required to be disclosed in the Partnership’s filings and submissions under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to the Partnership’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

The Partnership completed an evaluation under the supervision and with participation of the Partnership’s management, including the Partnership’s principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Partnership’s disclosure controls and procedures as of March 25, 2023. Based on this evaluation, the Partnership’s principal executive officer and principal financial officer have concluded that, as of March 25, 2023, such disclosure controls and procedures were effective to provide the reasonable assurance described above.

Changes in Internal Control Over Financial Reporting

On December 28, 2022, Suburban Renewable Energy, a wholly owned subsidiary of the Operating Partnership, completed the RNG Acquisition. As permitted by SEC staff interpretive guidance that an assessment of a recently acquired business may be omitted from the scope of evaluation in the year of acquisition, management has excluded the assets and facilities acquired in the RNG Acquisition from its interim evaluation of internal control over financial reporting.

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Other than as set forth above, there have not been any changes in the Partnership’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter ended March 25, 2023 that have materially affected or are reasonably likely to materially affect its internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Item 1A. “Risk Factors” in the Partnership’s Annual Report on Form 10-K for the fiscal year ended September 24, 2022.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

(a)

Exhibits

INDEX TO EXHIBITS

The exhibits listed on this Exhibit Index are filed as part of this Quarterly Report. Exhibits required to be filed by Item 601 of Regulation S-K, which are not listed below, are not applicable.


Exhibit Number		Description


10.1		First Amendment to Third Amended and Restated Credit Agreement (Incorporated by reference to Exhibit 10.1 to the Partnership's Quarterly Report on Form 10-Q filed on February 2, 2023).

31.1		Certification of the President and Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith).

31.2		Certification of the Chief Financial Officer and Chief Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith).

32.1		Certification of the President and Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Furnished herewith).

32.2		Certification of the Chief Financial Officer and Chief Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Furnished herewith).

101.INS		XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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SIGNATURES

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


	SUBURBAN PROPANE PARTNERS, L.P.

May 4, 2023	By:	/s/ MICHAEL A. KUGLIN
Date		Michael A. Kuglin
		Chief Financial Officer and Chief Accounting Officer

May 4, 2023	By:	/s/ DANIEL S. BLOOMSTEIN
Date		Daniel S. Bloomstein
		Vice President and Controller