Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Mar. 25, 2023 | May 01, 2023 | |
Cover [Abstract] | ||
Entity Registrant Name | SUBURBAN PROPANE PARTNERS LP | |
Entity Central Index Key | 0001005210 | |
Current Fiscal Year End Date | --09-30 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 63,495,624 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Type | 10-Q | |
Trading Symbol | SPH | |
Amendment Flag | false | |
Document Period End Date | Mar. 25, 2023 | |
Security Exchange Name | NYSE | |
Title of 12(g) Security | Common Units | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 1-14222 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 22-3410353 | |
Entity Address, Address Line One | 240 Route 10 West | |
Entity Address, City or Town | Whippany | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 07981 | |
City Area Code | 973 | |
Local Phone Number | 887-5300 | |
Document Quarterly Report | true | |
Document Transition Report | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Thousands | Mar. 25, 2023 | Sep. 24, 2022 |
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 |
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 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 25, 2023 | Sep. 24, 2022 |
Current assets: | ||
Allowance for doubtful accounts | $ 5,735 | $ 4,822 |
Partners’ capital: | ||
Common units issued (in units) | 63,490,000 | 62,987,000 |
Common units outstanding (in units) | 63,490,107 | 62,987,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 25, 2023 | Mar. 26, 2022 | Mar. 25, 2023 | Mar. 26, 2022 | |
Revenues | ||||
Total Revenues | $ 526,501 | $ 588,095 | $ 923,971 | $ 963,502 |
Costs and expenses | ||||
Cost of products sold | 231,608 | 239,031 | 414,261 | 435,369 |
Operating | 127,450 | 119,418 | 243,161 | 225,148 |
General and administrative | 25,700 | 23,623 | 48,712 | 43,421 |
Depreciation and amortization | 16,064 | 14,062 | 29,843 | 30,347 |
Total Expenses | 400,822 | 396,134 | 735,977 | 734,285 |
Operating income | 125,679 | 191,961 | 187,994 | 229,217 |
Interest expense, net | 19,871 | 15,254 | 35,865 | 30,553 |
Other, net | 1,106 | 1,234 | 2,081 | 2,364 |
Income before benefit from income taxes | 104,702 | 175,473 | 150,048 | 196,300 |
Provision for (benefit from) income taxes | 225 | 371 | 177 | (100) |
Net income | $ 104,477 | $ 175,102 | $ 149,871 | $ 196,400 |
Net (loss) per Common Unit - basic | $ 1.63 | $ 2.77 | $ 2.35 | $ 3.11 |
Weighted average number of Common Units outstanding - basic | 63,922 | 63,268 | 63,780 | 63,150 |
Net (loss) per Common Unit - diluted | $ 1.62 | $ 2.74 | $ 2.34 | $ 3.09 |
Weighted average number of Common Units outstanding - diluted | 64,368 | 63,796 | 64,179 | 63,612 |
Propane [Member] | ||||
Revenues | ||||
Total Revenues | $ 457,140 | $ 516,821 | $ 799,493 | $ 847,938 |
Fuel Oil and Refined Fuels [Member] | ||||
Revenues | ||||
Total Revenues | 38,126 | 43,501 | 68,267 | 64,467 |
Natural Gas and Electricity [Member] | ||||
Revenues | ||||
Total Revenues | 11,856 | 14,395 | 20,546 | 23,618 |
All Other [Member] | ||||
Revenues | ||||
Total Revenues | $ 19,379 | $ 13,378 | $ 35,665 | $ 27,479 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 25, 2023 | Mar. 26, 2022 | Mar. 25, 2023 | Mar. 26, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
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 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 25, 2023 | Mar. 26, 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 Plans | 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) |
Investment in and acquisition of businesses | (114,928) | (33,775) |
Proceeds from sale of business | 0 | 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 | 0 |
Cash and cash equivalents, end of period | $ 7,180 | $ 6,826 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Common Unitholders [Member] | Accumulated Other Comprehensive (Loss) [Member] |
Balance, beginning of period at Sep. 25, 2021 | $ 425,421 | $ 443,005 | $ (17,584) |
Balance (in units) at Sep. 25, 2021 | 62,538 | ||
Net income | 196,400 | $ 196,400 | |
Other comprehensive income | 588 | 588 | |
Partnership distributions | (40,789) | (40,789) | |
Common Units issued under Restricted Unit Plans | (2,080) | $ (2,080) | |
Common Units issued under Restricted Unit Plans (in units) | 430 | ||
Compensation costs recognized under Restricted Unit Plans | 5,609 | $ 5,609 | |
Balance, end of period at Mar. 26, 2022 | 585,149 | $ 602,145 | (16,996) |
Balance (in units) at Mar. 26, 2022 | 62,968 | ||
Balance, beginning of period at Dec. 25, 2021 | 427,348 | $ 444,638 | (17,290) |
Balance (in units) at Dec. 25, 2021 | 62,964 | ||
Net income | 175,102 | $ 175,102 | |
Other comprehensive income | 294 | 294 | |
Partnership distributions | (20,464) | (20,464) | |
Common Units issued under Restricted Unit Plans | (31) | $ (31) | |
Common Units issued under Restricted Unit Plans (in units) | 4 | ||
Compensation costs recognized under Restricted Unit Plans | 2,900 | $ 2,900 | |
Balance, end of period at Mar. 26, 2022 | 585,149 | $ 602,145 | (16,996) |
Balance (in units) at Mar. 26, 2022 | 62,968 | ||
Balance, beginning of period at Sep. 24, 2022 | 497,530 | $ 510,126 | (12,596) |
Balance (in units) at Sep. 24, 2022 | 62,987 | ||
Net income | 149,871 | $ 149,871 | |
Other comprehensive income | 327 | 327 | |
Partnership distributions | (41,105) | (41,105) | |
Common Units issued under Restricted Unit Plans | (2,732) | $ (2,732) | |
Common Units issued under Restricted Unit Plans (in units) | 503 | ||
Compensation costs recognized under Restricted Unit Plans | 4,360 | $ 4,360 | |
Balance, end of period at Mar. 25, 2023 | 608,251 | $ 620,520 | (12,269) |
Balance (in units) at Mar. 25, 2023 | 63,490 | ||
Balance, beginning of period at Dec. 24, 2022 | 522,356 | $ 534,788 | (12,432) |
Balance (in units) at Dec. 24, 2022 | 63,486 | ||
Net income | 104,477 | $ 104,477 | |
Other comprehensive income | 163 | 163 | |
Partnership distributions | (20,634) | $ (20,634) | |
Common Units issued under Restricted Unit Plans | 0 | ||
Common Units issued under Restricted Unit Plans (in units) | 4 | ||
Compensation costs recognized under Restricted Unit Plans | 1,889 | $ 1,889 | |
Balance, end of period at Mar. 25, 2023 | $ 608,251 | $ 620,520 | $ (12,269) |
Balance (in units) at Mar. 25, 2023 | 63,490 |
Partnership Organization and Fo
Partnership Organization and Formation | 6 Months Ended |
Mar. 25, 2023 | |
Partnership Organization And Formation [Abstract] | |
Partnership Organization and Formation | 1. 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
Basis of Presentation | 6 Months Ended |
Mar. 25, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 2. 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. 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. 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
Disaggregation of Revenue | 6 Months Ended |
Mar. 25, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | 3. 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, 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
Investments in and Acquisitions of Businesses | 6 Months Ended |
Mar. 25, 2023 | |
Business Combinations [Abstract] | |
Investments in and Acquisitions of Businesses | 4. 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. 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
Financial Instruments and Risk Management | 6 Months Ended |
Mar. 25, 2023 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments and Risk Management | 5. 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 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. 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 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 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 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 Unrealized Gains (Losses) Unrealized Gains (Losses) 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 Unrealized Gains (Losses) Unrealized Gains (Losses) Location Amount Location Amount Commodity-related derivatives Cost of products sold $ ( 18,207 ) Cost of products sold $ ( 521 ) 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 Informat
Selected Balance Sheet Information | 6 Months Ended |
Mar. 25, 2023 | |
Disclosure Text Block Supplement [Abstract] | |
Selected Balance Sheet Information | 6. 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 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Mar. 25, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 7. 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
Leases | 6 Months Ended |
Mar. 25, 2023 | |
Lessee Disclosure [Abstract] | |
Leases | 8. 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 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 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
Net Income Per Common Unit | 6 Months Ended |
Mar. 25, 2023 | |
Earnings Per Share [Abstract] | |
Net Income Per Common Unit | 9. 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. |
Long-Term Borrowings
Long-Term Borrowings | 6 Months Ended |
Mar. 25, 2023 | |
Debt Disclosure [Abstract] | |
Long Term Borrowings | 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 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 . |
Distributions of Available Cash
Distributions of Available Cash | 6 Months Ended |
Mar. 25, 2023 | |
Distributions Made to Members or Limited Partners [Abstract] | |
Distributions of Available Cash | 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 p er 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 . |
Unit-Based Compensation Arrange
Unit-Based Compensation Arrangements | 6 Months Ended |
Mar. 25, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Unit-Based Compensation Arrangements | 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. 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. 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. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Mar. 25, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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. |
Guarantees
Guarantees | 6 Months Ended |
Mar. 25, 2023 | |
Guarantees [Abstract] | |
Guarantees | 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. |
Pension Plans and Other Postret
Pension Plans and Other Postretirement Benefits | 6 Months Ended |
Mar. 25, 2023 | |
Retirement Benefits [Abstract] | |
Pension Plans and Other Postretirement Benefits | 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. |
Amounts Reclassified Out of Acc
Amounts Reclassified Out of Accumulated Other Comprehensive Income | 6 Months Ended |
Mar. 25, 2023 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Amounts Reclassified Out of Accumulated Other Comprehensive Income | 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 ) (1) These amounts are included in the computation of net periodic benefit cost. See Note 15, “Pension Plans and Other Postretirement Benefits.” |
Income Taxes
Income Taxes | 6 Months Ended |
Mar. 25, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 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. |
Segment Information
Segment Information | 6 Months Ended |
Mar. 25, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | 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. 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 |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Mar. 25, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation | 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. |
Fiscal Period | 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 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 | 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. |
Business Combinations | 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 | 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 | 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 (Tabl
Disaggregation of Revenue (Tables) | 6 Months Ended |
Mar. 25, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue Disaggregation for Customer Type | The following table disaggregates revenue for each customer type. 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 |
Investments in and Acquisitio_2
Investments in and Acquisitions of Businesses (Tables) | 6 Months Ended |
Mar. 25, 2023 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | 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 |
Schedule of purchase price of operating facilities Table Text Block | 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 |
Schedule of unaudited pro forma combined financial information | 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 |
Financial Instruments and Ris_2
Financial Instruments and Risk Management (Tables) | 6 Months Ended |
Mar. 25, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair value of the Partnership's derivative instruments and their location in the condensed consolidated balance sheets | 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 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 Commodity-related derivatives Other current liabilities $ 8,942 Other current liabilities $ 16,957 Other liabilities 26 Other liabilities 1,895 $ 8,968 $ 18,852 |
Reconciliation of the beginning and ending balances of assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs | 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 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 |
Effect of the Partnership's derivative instruments on the condensed consolidated statements of operations | 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 Unrealized Gains (Losses) Unrealized Gains (Losses) 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 Unrealized Gains (Losses) Unrealized Gains (Losses) Location Amount Location Amount Commodity-related derivatives Cost of products sold $ ( 18,207 ) Cost of products sold $ ( 521 ) |
Fair value of the Partnership's recognized derivative assets and liabilities on a gross basis and amounts offset on the condensed consolidated balance sheets | 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 |
Fair Value of the Partnership's Senior Notes | 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 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Mar. 25, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | 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 |
Selected Balance Sheet Inform_2
Selected Balance Sheet Information (Tables) | 6 Months Ended |
Mar. 25, 2023 | |
Disclosure Text Block Supplement [Abstract] | |
Cash, cash equivalents and restricted cash | 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 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 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Mar. 25, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Carrying values of goodwill assigned to the partnership's operating segments | 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 | 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 (Tables)
Leases (Tables) | 6 Months Ended |
Mar. 25, 2023 | |
Lessee Disclosure [Abstract] | |
Schedule of Quantitative Information on the Partnership's Lease Population | 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 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 % |
Schedule of Future Minimum Lease Payments Under Non-cancelable Operating Lease | 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 |
Long-Term Borrowings (Tables)
Long-Term Borrowings (Tables) | 6 Months Ended |
Mar. 25, 2023 | |
Debt Disclosure [Abstract] | |
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 |
Unit-Based Compensation Arran_2
Unit-Based Compensation Arrangements (Tables) | 6 Months Ended |
Mar. 25, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of activity In the Restricted Unit Plans | 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. |
Pension Plans and Other Postr_2
Pension Plans and Other Postretirement Benefits (Tables) | 6 Months Ended |
Mar. 25, 2023 | |
Retirement Benefits [Abstract] | |
Components of Net Periodic Benefit Costs | 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 ) |
Amounts Reclassified Out of A_2
Amounts Reclassified Out of Accumulated Other Comprehensive Income (Tables) | 6 Months Ended |
Mar. 25, 2023 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Reclassification out of accumulated other comprehensive income (loss) | 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 ) (1) These amounts are included in the computation of net periodic benefit cost. See Note 15, “Pension Plans and Other Postretirement Benefits.” |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Mar. 25, 2023 | |
Segment Reporting [Abstract] | |
Disclosure by reportable segment and reconciliation of total operating segment information | 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 |
Partnership Organization and _2
Partnership Organization and Formation - Additional Information (Details) - shares | Mar. 25, 2023 | Sep. 24, 2022 |
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items] | ||
Common units outstanding (in units) | 63,490,107 | 62,987,000 |
Ownership interest in Suburban Energy Finance Corp (in hundredths) | 100% | |
General Partner [Member] | Common Unitholders [Member] | ||
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items] | ||
Common units outstanding (in units) | 784 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Details) $ in Thousands | 6 Months Ended |
Mar. 25, 2023 USD ($) wk | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |
Minimum number of weeks in the fiscal year reporting calendar | 52 |
Maximum number of weeks in the fiscal year reporting calendar | 53 |
Minimum number of weeks in a fiscal quarter | 13 |
Maximum number of weeks in a fiscal quarter | 14 |
Remaining or unsatisfied performance obligations | $ | $ 0 |
Tank Rent and Maintenance Service [Member] | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |
Revenue recognition, recognition period | 1 year |
Suburban Propane Partners, L.P. [Member] | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |
Limited partner interest in the Operating Partnership (in hundredths) | 100% |
Disaggregation of Revenue - Add
Disaggregation of Revenue - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Mar. 25, 2023 | Mar. 26, 2022 | Mar. 25, 2023 | Mar. 26, 2022 | Sep. 24, 2022 | |
Disaggregation Of Revenue [Line Items] | |||||
Contract with customer, liability revenue recognized | $ 14,917 | $ 35,486 | $ 52,031 | $ 68,774 | |
Contract assets | $ 19,613 | $ 19,613 | $ 7,953 | ||
Propane [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Segment reporting, percentage of revenue | 87% | 87% | 87% | 87% | |
Fuel Oil and Refined Fuels [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Segment reporting, percentage of revenue | 7% | 7% | 7% | 7% | |
Natural Gas and Electricity [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Segment reporting, percentage of revenue | 2% | 2% | 2% | 2% |
Disaggregation of Revenue - Sch
Disaggregation of Revenue - Schedule of Revenue Disaggregation for Customer Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 25, 2023 | Mar. 26, 2022 | Mar. 25, 2023 | Mar. 26, 2022 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | $ 526,501 | $ 588,095 | $ 923,971 | $ 963,502 |
Retail [Member] | Residential [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 304,477 | 342,560 | 522,600 | 540,565 |
Retail [Member] | Commercial [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 131,614 | 151,833 | 240,302 | 262,785 |
Retail [Member] | Industrial [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 39,470 | 41,376 | 74,848 | 75,570 |
Retail [Member] | Agricultural [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 14,122 | 15,916 | 28,473 | 29,719 |
Retail [Member] | Government [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 26,823 | 28,281 | 44,831 | 44,265 |
Wholesale [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | $ 9,995 | $ 8,129 | $ 12,917 | $ 10,598 |
Investments in and Acquisitio_3
Investments in and Acquisitions of Businesses - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 28, 2022 USD ($) Cattle | Mar. 25, 2023 USD ($) | Mar. 25, 2023 USD ($) | Mar. 26, 2022 USD ($) | |
Business Acquisition [Line Items] | ||||
Investment plus direct transaction costs | $ 114,928 | $ 33,775 | ||
Weighted average useful lives | 10 years | |||
Fair value of intangible assets | $ 42,924 | $ 42,924 | $ 5,100 | |
Business Combination, Acquisition Related Costs | $ 3,406 | $ 4,341 | ||
Suburban Renewable Energy [Member] | ||||
Business Acquisition [Line Items] | ||||
Non-controlling interest | 30% | |||
RNG Production [Member] | ||||
Business Acquisition [Line Items] | ||||
Investment plus direct transaction costs | $ 190,000 | |||
Number of Dairy Cattle | Cattle | 55,000 | |||
Percentage of equity interest | 70% | |||
Creation of a joint venture | $ 155,000 | |||
Oberon | ||||
Business Acquisition [Line Items] | ||||
Percentage of equity interest | 38% | 38% | ||
RNG Projects [Member] | ||||
Business Acquisition [Line Items] | ||||
Maximum earnout potential capped amount | $ 45,000 | |||
Independence Hydrogen Inc | ||||
Business Acquisition [Line Items] | ||||
Percentage of equity interest | 25% | 25% |
Investments in and Acquisitio_4
Investments in and Acquisitions of Businesses - schedule of condensed consolidated balance sheets (Details) - USD ($) $ in Thousands | Mar. 25, 2023 | Dec. 28, 2022 | Sep. 24, 2022 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||
Goodwill | $ 1,145,182 | $ 1,113,423 | |
RNG Projects [Member] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||
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 | 48,024 | ||
Goodwill | 31,759 | ||
Other assets | 13,372 | ||
Total assets acquired | 190,533 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | |||
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 |
Investments in and Acquisitio_5
Investments in and Acquisitions of Businesses - Purchase Future Economic Performance of the acquired RNG assets (Details) $ in Thousands | Dec. 28, 2022 USD ($) |
Business Combinations [Abstract] | |
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 |
Investments in and Acquisitio_6
Investments in and Acquisitions of Businesses - Schedule of unaudited pro forma combined financial information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 25, 2023 | Mar. 26, 2022 | Mar. 25, 2023 | Mar. 26, 2022 | |
Business Acquisition [Line Items] | ||||
Total Revenues | $ 526,501 | $ 588,095 | $ 923,971 | $ 963,502 |
Net income | 104,477 | 175,102 | 149,871 | 196,400 |
Pro Forma [Member] | ||||
Business Acquisition [Line Items] | ||||
Revenues | 526,501 | 592,297 | 927,901 | 971,197 |
Net income | $ 104,452 | $ 169,602 | $ 139,349 | $ 182,021 |
Financial Instruments and Ris_3
Financial Instruments and Risk Management - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Mar. 25, 2023 | Sep. 24, 2022 | |
Derivatives, Fair Value [Line Items] | ||
Maximum maturity period of highly liquid investment considered as cash equivalents | 3 months | |
Interest Rate Risk [Abstract] | ||
Weighted average maturity of outstanding commodity-related derivatives | 6 months | |
Cash collateral | $ 8,418 | $ 0 |
Commodity Contract [Member] | ||
Interest Rate Risk [Abstract] | ||
Weighted average maturity of outstanding commodity-related derivatives | 7 months | |
Federal Funds Rate [Member] | ||
Interest Rate Risk [Abstract] | ||
Description of applicable interest rate on borrowings | Federal Funds Rate | |
Basis spread (in hundredths) | 0.50% | |
SOFR [Member] | ||
Interest Rate Risk [Abstract] | ||
Description of applicable interest rate on borrowings | SOFR | |
Basis spread (in hundredths) | 1% |
Financial Instruments and Ris_4
Financial Instruments and Risk Management - Fair Value of the Partnership's Derivative Instruments and their Location in the Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Mar. 25, 2023 | Sep. 24, 2022 |
Commodity-Related Derivatives [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair value - assets | $ 30,163 | $ 117,260 |
Fair value - liabilities | 33,645 | 101,419 |
Derivatives Not Designated as Hedging Instruments [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair value - assets | 8,968 | 18,852 |
Fair value - liabilities | 5,486 | 34,693 |
Derivatives Not Designated as Hedging Instruments [Member] | Commodity-Related Derivatives [Member] | Other Current Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair value - assets | 5,486 | 18,263 |
Derivatives Not Designated as Hedging Instruments [Member] | Commodity-Related Derivatives [Member] | Other Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair value - assets | 0 | 16,430 |
Derivatives Not Designated as Hedging Instruments [Member] | Commodity-Related Derivatives [Member] | Other Current Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair value - liabilities | 8,942 | 16,957 |
Derivatives Not Designated as Hedging Instruments [Member] | Commodity-Related Derivatives [Member] | Other Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair value - liabilities | $ 26 | $ 1,895 |
Financial Instruments and Ris_5
Financial Instruments and Risk Management - Reconciliation of the Beginning and Ending Balances of Assets and Liabilities Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Details) - Fair Value, Inputs, Level 3 [Member] - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 25, 2023 | Mar. 26, 2022 | |
Reconciliation of beginning and ending balances of assets measured at fair value on recurring basis using significant unobservable inputs [Rollforward] | ||
Beginning balance of over-the-counter options | $ 222 | $ 4,626 |
Beginning balance realized during the period | (100) | (4,615) |
Contracts purchased during the period | 0 | 0 |
Change in the fair value of outstanding contracts | (114) | (11) |
Ending balance of over-the-counter options | 8 | 0 |
Reconciliation of beginning and ending balances of liabilities measured at fair value on recurring basis using significant unobservable inputs [Rollforward] | ||
Beginning balance of over-the-counter options | 3,408 | 451 |
Beginning balance realized during the period | (871) | (11) |
Contracts purchased during the period | 0 | 0 |
Change in the fair value of outstanding contracts | (232) | (346) |
Ending balance of over-the-counter options | $ 2,305 | $ 94 |
Financial Instruments and Ris_6
Financial Instruments and Risk Management - Effect of the Partnership's Derivative Instruments on the Condensed Consolidated Statements of Operations (Details) - Commodity-Related Derivatives [Member] - Derivatives Not Designated as Hedging Instruments [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 25, 2023 | Mar. 26, 2022 | Mar. 25, 2023 | Mar. 26, 2022 | |
Derivative Instruments Gain Loss [Line Items] | ||||
Unrealized Gains (Losses) Recognized in Income | $ (4,501) | $ (32,984) | $ (18,207) | $ (521) |
Cost of Products Sold [Member] | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Costs and Expenses | Costs and Expenses | Costs and Expenses | Costs and Expenses |
Financial Instruments and Ris_7
Financial Instruments and Risk Management - Fair Value of Partnership's Recognized Derivative Assets and Liabilities on a Gross Basis and Amounts Offset on Condensed Consolidated Balance Sheets (Details) - Commodity-Related Derivatives [Member] - USD ($) $ in Thousands | Mar. 25, 2023 | Sep. 24, 2022 |
Asset Derivatives [Abstracts] | ||
Gross amounts | $ 30,163 | $ 117,260 |
Effects of netting | (24,677) | (82,567) |
Net amounts presented in the balance sheet | 5,486 | 34,693 |
Liability Derivatives [Abstracts] | ||
Gross amounts | 33,645 | 101,419 |
Effects of netting | (24,677) | (82,567) |
Net amounts presented in the balance sheet | $ 8,968 | $ 18,852 |
Financial Instruments and Ris_8
Financial Instruments and Risk Management - Fair Value of the Partnership's Senior Notes (Details) - USD ($) $ in Thousands | Mar. 25, 2023 | Sep. 24, 2022 |
Bank Debt and Senior Notes [Abstract] | ||
Fair value of Senior Notes | $ 960,109 | $ 884,000 |
5.875% Senior Notes due March 1, 2027 [Member] | ||
Bank Debt and Senior Notes [Abstract] | ||
Fair value of Senior Notes | 333,375 | 336,375 |
5.0 % Senior Notes due June 1, 2031 [Member] | ||
Bank Debt and Senior Notes [Abstract] | ||
Fair value of Senior Notes | 560,625 | 547,625 |
Green Bonds Due October 1, 2028 through October 1, 2033 [Member] | ||
Bank Debt and Senior Notes [Abstract] | ||
Fair value of Senior Notes | $ 66,109 | $ 0 |
Financial Instruments and Ris_9
Financial Instruments and Risk Management - Fair Value of the Partnership's Senior Notes (Parenthetical) (Details) | 6 Months Ended | 12 Months Ended | ||
Mar. 25, 2023 | Mar. 25, 2023 | Sep. 24, 2022 | Dec. 28, 2022 | |
Bank Debt and Senior Notes [Abstract] | ||||
Stated interest rate (in hundredths) | 5.50% | |||
5.875% Senior Notes due March 1, 2027 [Member] | ||||
Bank Debt and Senior Notes [Abstract] | ||||
Stated interest rate (in hundredths) | 5.875% | 5.875% | 5.875% | |
Maturity date | Mar. 01, 2027 | Mar. 01, 2027 | Mar. 01, 2027 | |
5.0 % Senior Notes due June 1, 2031 [Member] | ||||
Bank Debt and Senior Notes [Abstract] | ||||
Stated interest rate (in hundredths) | 5% | 5% | 5% | |
Maturity date | Jun. 01, 2031 | Jun. 01, 2031 | ||
Green Bonds Due October 1, 2028 through October 1, 2033 [Member] | ||||
Bank Debt and Senior Notes [Abstract] | ||||
Stated interest rate (in hundredths) | 5.50% | 5.50% | 5.50% | |
Maturity date | Oct. 01, 2028 | Oct. 01, 2028 |
Selected Balance Sheet Inform_3
Selected Balance Sheet Information - Cash, cash equivalents and restricted cash (Details) - USD ($) $ in Thousands | Mar. 25, 2023 | Sep. 24, 2022 | Mar. 26, 2022 | Sep. 25, 2021 |
Restricted Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 7,180 | $ 4,100 | $ 6,826 | |
Restricted cash included in other current assets | 2,794 | 0 | ||
Restricted cash included in other assets (noncurrent) | 7,988 | 0 | ||
Total cash, cash equivalents, and restricted cash shown on the condensed consolidated statements of cash flows | $ 17,962 | $ 4,100 | $ 6,826 | $ 5,808 |
Selected Balance Sheet Inform_4
Selected Balance Sheet Information - Inventories (Details) - USD ($) $ in Thousands | Mar. 25, 2023 | Sep. 24, 2022 |
Inventory, Net [Abstract] | ||
Propane, fuel oil and refined fuels and natural gas | $ 62,641 | $ 64,240 |
Appliances | 3,525 | 2,681 |
Total inventory | $ 66,166 | $ 66,921 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Additional Information (Details) | 6 Months Ended |
Mar. 25, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Projection period for discounted cash flow analyses to estimate reporting unit fair value | 10 years |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Carrying Values of Goodwill Assigned to Partnership's Operating Segments (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Mar. 25, 2023 | Sep. 24, 2022 | ||
Goodwill [Line Items] | |||
Goodwill | $ 1,151,644 | $ 1,119,885 | |
Accumulated adjustments | (6,462) | (6,462) | |
Goodwill, net | 1,145,182 | 1,113,423 | |
Goodwill acquired | [1] | 31,759 | |
Fuel Oil and Refined Fuels [Member] | |||
Goodwill [Line Items] | |||
Goodwill | 10,900 | 10,900 | |
Accumulated adjustments | (6,462) | (6,462) | |
Goodwill, net | 4,438 | 4,438 | |
Goodwill acquired | [1] | 0 | |
Natural Gas and Electricity [Member] | |||
Goodwill [Line Items] | |||
Goodwill | 7,900 | 7,900 | |
Accumulated adjustments | 0 | 0 | |
Goodwill, net | 7,900 | 7,900 | |
Goodwill acquired | [1] | 0 | |
Propane [Member] | |||
Goodwill [Line Items] | |||
Goodwill | 1,101,085 | 1,101,085 | |
Accumulated adjustments | 0 | 0 | |
Goodwill, net | 1,101,085 | 1,101,085 | |
Goodwill acquired | [1] | 0 | |
All Other [Member] | |||
Goodwill [Line Items] | |||
Goodwill | 31,759 | 0 | |
Accumulated adjustments | 0 | 0 | |
Goodwill, net | 31,759 | $ 0 | |
Goodwill acquired | [1] | $ 31,759 | |
[1] (1) Reflects the impact of the acquisition; see Note 4, “Investments in and Acquisitions of Businesses.” |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Summary of Other Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 25, 2023 | Sep. 24, 2022 | |
Finite Lived Intangible Assets [Line Items] | |||
Other intangible assets, gross | $ 616,846 | $ 568,822 | |
Accumulated amortization | (533,943) | (528,820) | |
Other intangible assets, net | 82,903 | 40,002 | |
Customer Relationships [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Other intangible assets, gross | [1] | 569,589 | 526,665 |
Accumulated amortization | (497,464) | (492,968) | |
Non-compete Agreements [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Other intangible assets, gross | 40,190 | 40,190 | |
Accumulated amortization | (34,569) | (34,137) | |
Other [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Other intangible assets, gross | [1] | 7,067 | 1,967 |
Accumulated amortization | $ (1,910) | $ (1,715) | |
[1] (1) Reflects the impact of the acquisition; see Note 4, “Investments in and Acquisitions of Businesses.” |
Leases - Additional Information
Leases - Additional Information (Details) | 6 Months Ended |
Mar. 25, 2023 | |
Lessee Lease Description [Line Items] | |
Lessee, operating lease, assumptions and judgments, discount rate, description | 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. |
Operating lease renewal term description | 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. |
Minimum [Member] | |
Lessee Lease Description [Line Items] | |
Operating lease renewal term | 1 year |
Maximum [Member] | |
Lessee Lease Description [Line Items] | |
Operating lease renewal term | 15 years |
Operating short term leases term | 12 months |
Leases - Schedule of Quantitati
Leases - Schedule of Quantitative Information on the Partnership's Lease Population (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 25, 2023 | Mar. 26, 2022 | Mar. 25, 2023 | Mar. 26, 2022 | |
Lessee Disclosure [Abstract] | ||||
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 years 9 months 18 days | 6 years 2 months 12 days | 5 years 9 months 18 days | 6 years 2 months 12 days |
Weighted-average discount rate | 5.60% | 4.90% | 5.60% | 4.90% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments Under Non-cancelable Operating Lease (Details) $ in Thousands | Mar. 25, 2023 USD ($) |
Lessee Disclosure [Abstract] | |
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 - Ad
Net Income Per Common Unit - Additional Information (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Mar. 25, 2023 | Mar. 26, 2022 | Mar. 25, 2023 | Mar. 26, 2022 | |
Earnings Per Share [Abstract] | ||||
Increase in weighted average units outstanding used to compute basic net income per Common Unit to reflect the potential dilutive effect of the unvested restricted units outstanding (in units) | 446,899 | 528,153 | 398,803 | 462,458 |
Long-Term Borrowings - Summary
Long-Term Borrowings - Summary of Long-Term Borrowings (Details) - USD ($) $ in Thousands | Mar. 25, 2023 | Dec. 28, 2022 | Sep. 24, 2022 |
Debt Instrument [Line Items] | |||
Long-term borrowings, Subtotal | $ 1,246,609 | $ 80,645 | $ 1,089,600 |
Long-term borrowings | 1,235,195 | 1,077,329 | |
Less: unamortized debt issuance costs | (11,414) | (12,271) | |
Long-term borrowings | 1,235,195 | 1,077,329 | |
Green Bonds Due October 1, 2028 through October 1, 2033 [Member] | |||
Debt Instrument [Line Items] | |||
Long-term borrowings | 66,109 | 0 | |
Senior Notes [Member] | 5.875% Senior Notes due March 1, 2027 [Member] | |||
Debt Instrument [Line Items] | |||
Long-term borrowings, Subtotal | 350,000 | 350,000 | |
Senior Notes [Member] | 5.0 % Senior Notes due June 1, 2031 [Member] | |||
Debt Instrument [Line Items] | |||
Long-term borrowings, Subtotal | 650,000 | 650,000 | |
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Long-term borrowings, Subtotal | $ 180,500 | $ 89,600 |
Long-Term Borrowings - Summar_2
Long-Term Borrowings - Summary of Long-Term Borrowings (Parenthetical) (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Mar. 05, 2020 | Mar. 25, 2023 | Mar. 25, 2023 | Sep. 24, 2022 | Dec. 28, 2022 | |
Debt Instrument [Line Items] | |||||
Stated interest rate (in hundredths) | 5.50% | ||||
5.875% Senior Notes due March 1, 2027 [Member] | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate (in hundredths) | 5.875% | 5.875% | 5.875% | ||
Maturity date | Mar. 01, 2027 | Mar. 01, 2027 | Mar. 01, 2027 | ||
5.0 % Senior Notes due June 1, 2031 [Member] | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate (in hundredths) | 5% | 5% | 5% | ||
Maturity date | Jun. 01, 2031 | Jun. 01, 2031 | |||
Green Bonds Due October 1, 2028 through October 1, 2033 [Member] | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate (in hundredths) | 5.50% | 5.50% | 5.50% | ||
Maturity date | Oct. 01, 2028 | Oct. 01, 2028 | |||
Unaccreted fair value adjustments | $ 14,536 | $ 14,536 | $ 0 | ||
Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Maturity date | Mar. 05, 2025 | Mar. 05, 2025 |
Long-Term Borrowings - Addition
Long-Term Borrowings - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Mar. 05, 2020 | Mar. 25, 2023 | Mar. 25, 2023 | Sep. 24, 2022 | Dec. 28, 2022 | |
Debt Instrument [Line Items] | |||||
Stated interest rate (in hundredths) | 5.50% | ||||
Ownership interest in Suburban Energy Finance Corp (in hundredths) | 100% | 100% | |||
Long-term borrowings | $ 1,246,609 | $ 1,246,609 | $ 1,089,600 | $ 80,645 | |
Consolidated fixed charge coverage ratio, minimum | 1.75 | ||||
Long-term debt maturities, 2023 | 0 | $ 0 | |||
Long-term debt maturities, 2024 | 0 | 0 | |||
Long-term debt maturities, 2025 | 180,500 | 180,500 | |||
Long-term debt maturities, 2026 | 0 | 0 | |||
Long-term debt maturities, 2027 | 350,000 | 350,000 | |||
Long-term debt maturities, 2027 and thereafter | $ 730,645 | $ 730,645 | |||
Federal Funds Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Description of applicable interest rate on borrowings | Federal Funds Rate | ||||
Margin over basis rate (in hundredths) | 0.50% | ||||
Amended Credit Agreement Due 2025 [Member] | |||||
Debt Instrument [Line Items] | |||||
Weighted average interest rate (in hundredths) | 7% | 7% | |||
Amended Credit Agreement Due 2025 [Member] | Federal Funds Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Description of applicable interest rate on borrowings | Federal Funds Rate | ||||
Margin over basis rate (in hundredths) | 0.005% | ||||
Amended Credit Agreement Due 2025 [Member] | LIBOR [Member] | |||||
Debt Instrument [Line Items] | |||||
Margin over basis rate (in hundredths) | 1% | ||||
Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Maturity date | Mar. 05, 2025 | Mar. 05, 2025 | |||
Long-term borrowings | $ 180,500 | $ 180,500 | 89,600 | ||
Consolidated interest coverage ratio, minimum | 2.5 | ||||
Total consolidated leverage ratio | 5.75 | ||||
Senior secured unconsolidated leverage ratio maximum | 3.25 | ||||
Standby letters of credit issued under the Revolving Credit Facility | 42,825 | $ 42,825 | |||
Standby letters of credit issued under the Revolving Credit Facility, expiration date | Mar. 15, 2024 | ||||
Revolving Credit Facility [Member] | Third Amended and Restated Credit [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term borrowings | $ 180,500 | $ 180,500 | $ 89,600 | ||
Credit Facility, maximum amount | $ 500,000 | ||||
5.875% Senior Notes due March 1, 2027 [Member] | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate (in hundredths) | 5.875% | 5.875% | 5.875% | ||
Maturity date | Mar. 01, 2027 | Mar. 01, 2027 | Mar. 01, 2027 | ||
5.0 % Senior Notes due June 1, 2031 [Member] | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate (in hundredths) | 5% | 5% | 5% | ||
Maturity date | Jun. 01, 2031 | Jun. 01, 2031 | |||
Date public offering completed | May 24, 2021 | ||||
Percentage of principal amount at which debt was issued (in hundredths) | 100% | 100% | |||
Aggregate principal amount | $ 650,000 | $ 650,000 | |||
5.5% Senior Notes due June 1, 2024 [Member] | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate (in hundredths) | 5.50% | 5.50% | |||
5.75% Senior Notes due March 1, 2025 [Member] | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate (in hundredths) | 5.75% | 5.75% | |||
Senior Notes [Member] | 5.875% Senior Notes due March 1, 2027 [Member] | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate (in hundredths) | 5.875% | 5.875% | |||
Maturity date | Mar. 01, 2027 | ||||
Date public offering completed | Feb. 14, 2017 | ||||
Ownership interest in Suburban Energy Finance Corp (in hundredths) | 100% | 100% | |||
Long-term borrowings | $ 350,000 | $ 350,000 | $ 350,000 | ||
Percentage of principal amount at which debt was issued (in hundredths) | 100% | 100% | |||
Percentage of the principal amount repurchase offer under change of control provision (in hundredths) | 101% | 101% | |||
Repurchase of debt due to decline in rating after consummation of change of control, period | 90 days | ||||
Senior Notes [Member] | 7.375% Senior Notes due August 1, 2021 [Member] | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate (in hundredths) | 7.375% | 7.375% | |||
Senior Notes [Member] | 5.0 % Senior Notes due June 1, 2031 [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term borrowings | $ 650,000 | $ 650,000 | $ 650,000 | ||
Percentage of the principal amount repurchase offer under change of control provision (in hundredths) | 101% | 101% | |||
Repurchase of debt due to decline in rating after consummation of change of control, period | 90 days |
Distributions of Available Ca_2
Distributions of Available Cash - Additional Information (Details) | 6 Months Ended |
Mar. 25, 2023 $ / shares | |
Distributions Made to Members or Limited Partners [Abstract] | |
Distributions to its partners | 45 days |
Declaration date of quarterly distribution | Apr. 20, 2023 |
Distributions paid (in dollars per unit) | $ 0.325 |
Common Unit distribution on an annualized basis (in dollars per unit) | $ 1.30 |
Distribution date of quarterly distribution | May 09, 2023 |
Date of record of quarterly distribution | May 02, 2023 |
Unit-Based Compensation Arran_3
Unit-Based Compensation Arrangements - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Mar. 25, 2023 | Mar. 26, 2022 | Mar. 25, 2023 | Mar. 26, 2022 | Sep. 24, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Restricted unit awards vesting percentage | 33.33% | ||||
Distribution Equivalent Rights Plan [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Compensation expense | $ 336 | $ 295 | $ 671 | $ 594 | |
Distribution Equivalent Rights Plan, terms | 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. | ||||
Phantom Equity Plan [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Compensation expense | $ 902 | 1,554 | |||
Liability included within accrued employment and benefit costs (or other liabilities, as applicable) related to estimated future payments under the LTIP | 1,554 | 1,554 | |||
Restricted Stock Units (RSUs) [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized compensation cost | 6,288 | $ 6,288 | |||
Weighted-average recognition period of compensation cost | 1 year | ||||
Compensation expense | $ 1,889 | 2,900 | $ 4,360 | 5,609 | |
Restricted Stock Units (RSUs) [Member] | Maximum [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Total number of Common Units authorized for issuance (in units) | 1,800,000 | 1,800,000 | |||
2018 Restricted Unit Plan [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Additional number of Common Units authorized for issuance (in units) | 1,725,000 | ||||
Restricted Unit Plans, terms of award | 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. | ||||
Awards Granted | 515,398 | ||||
Aggregate grant date fair value of restricted units awarded | $ 6,983 | ||||
2018 Restricted Unit Plan [Member] | Maximum [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Total number of Common Units authorized for issuance (in units) | 3,525,000 | 3,525,000 | |||
Long-Term Incentive Plan [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Long-Term Incentive Plan, terms of award | 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. | ||||
Measurement period of average distribution coverage ratio | 3 years | ||||
Long-Term Incentive Plan, compensation earned, description | 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. | ||||
Compensation expense (income) | $ (192) | 1,205 | $ 1,704 | $ 3,272 | |
Liability included within accrued employment and benefit costs (or other liabilities, as applicable) related to estimated future payments under the LTIP | 9,886 | $ 9,886 | $ 11,311 | ||
Cash payouts | $ 3,129 | $ 3,985 |
Unit-Based Compensation Arran_4
Unit-Based Compensation Arrangements - Summary of Activity For Restricted Units Plans (Details) - 2018 Restricted Unit Plan [Member] | 6 Months Ended | |
Mar. 25, 2023 $ / shares shares | ||
Units [Rollforward] | ||
Outstanding, beginning of period (in units) | shares | 1,516,229 | |
Awarded (in units) | shares | 515,398 | |
Forfeited (in units) | shares | (6,943) | |
Vested (in units) | shares | (674,752) | [1] |
Outstanding, ending of period (in units) | shares | 1,349,932 | |
Weighted Average Grant Date Fair Value Per Unit [Abstract] | ||
Outstanding, beginning of period (in dollars per unit) | $ / shares | $ 13.52 | |
Awarded (in dollars per unit) | $ / shares | 13.55 | |
Forfeited (in dollars per unit) | $ / shares | (13.62) | |
Vested (in dollars per unit) | $ / shares | (14.68) | [1] |
Outstanding, end of period (in dollars per unit) | $ / shares | $ 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. |
Unit-Based Compensation Arran_5
Unit-Based Compensation Arrangements - Summary of Activity For Restricted Units Plans (Parenthetical) (Details) | 6 Months Ended |
Mar. 25, 2023 shares | |
2018 Restricted Unit Plan [Member] | Executive Officer [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Common units withheld for income tax withholding purposes | 171,840 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | Mar. 25, 2023 | Sep. 24, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Accrued insurance liabilities | $ 63,893 | $ 64,065 |
Portion of the estimated liability that exceeds insurance deductibles | $ 15,818 | $ 15,710 |
Guarantees - Additional Informa
Guarantees - Additional Information (Details) | 6 Months Ended |
Mar. 25, 2023 USD ($) | |
Guarantees [Abstract] | |
Transportation equipment remaining lease periods | 2032 |
Maximum potential amount of aggregate future payments Partnership could be required to make | $ 38,024,000 |
Pension Plans and Other Postr_3
Pension Plans and Other Postretirement Benefits - Components of Net Periodic Benefit Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 25, 2023 | Mar. 26, 2022 | Mar. 25, 2023 | Mar. 26, 2022 | |
Pension Benefits [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | $ 826 | $ 560 | $ 1,653 | $ 1,119 |
Expected return on plan assets | (338) | (354) | (677) | (708) |
Amortization of net loss (gain) | 481 | 600 | 963 | 1,199 |
Net periodic benefit cost | 969 | 806 | 1,939 | 1,610 |
Postretirement Benefits [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | 42 | 20 | 83 | 40 |
Amortization of prior service credits | (125) | (125) | (249) | (249) |
Amortization of net loss (gain) | (193) | (181) | (387) | (362) |
Net periodic benefit cost | $ (276) | $ (286) | $ (553) | $ (571) |
Pension Plans and Other Postr_4
Pension Plans and Other Postretirement Benefits - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Mar. 25, 2023 | Mar. 26, 2022 | Sep. 24, 2022 | |
Components of net periodic benefit costs included in operating expenses [Abstract] | |||
Contribution to defined pension benefit plan | $ 2,000 | $ 1,110 | |
Estimated obligation due to full withdrawal multi employer pension plans | 21,950 | $ 22,496 | |
Pension Plans Defined Benefit [Member] | |||
Components of net periodic benefit costs included in operating expenses [Abstract] | |||
Defined benefit plan expected future benefit payments | 4,000 | ||
Pension Plans Defined Benefit [Member] | Other, Net [Member] | |||
Components of net periodic benefit costs included in operating expenses [Abstract] | |||
Contribution to defined pension benefit plan | 2,000 | ||
Post-Retirement Benefits [Member] | |||
Components of net periodic benefit costs included in operating expenses [Abstract] | |||
Defined benefit plan expected future benefit payments | 627 | ||
Post-Retirement Benefits [Member] | Other, Net [Member] | |||
Components of net periodic benefit costs included in operating expenses [Abstract] | |||
Employer contribution for postretirement health care and life insurance | $ 238 |
Amounts Reclassified Out of A_3
Amounts Reclassified Out of Accumulated Other Comprehensive Income - Reclassification out of accumulated other comprehensive income (loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Mar. 25, 2023 | Mar. 26, 2022 | Mar. 25, 2023 | Mar. 26, 2022 | ||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||
Balance beginning | $ (12,596) | ||||
Other comprehensive income | $ 163 | $ 294 | 327 | $ 588 | |
Balance ending | (12,269) | (12,269) | |||
Pension Benefits [Member] | |||||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||
Balance beginning | (17,315) | (22,704) | (17,797) | (23,303) | |
Reclassifications to earnings | [1] | 481 | 600 | 963 | 1,199 |
Other comprehensive income | 481 | 600 | 963 | 1,199 | |
Balance ending | (16,834) | (22,104) | (16,834) | (22,104) | |
Post-Retirement Benefits [Member] | |||||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||
Balance beginning | 4,883 | 5,414 | 5,201 | 5,719 | |
Other comprehensive income | (318) | (306) | (636) | (611) | |
Balance ending | 4,565 | 5,108 | 4,565 | 5,108 | |
Accumulated Defined Benefit Plans Adjustment Net Prior Service Cost Credit Member | |||||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||
Balance beginning | (12,432) | (17,290) | (12,596) | (17,584) | |
Reclassifications to earnings | 163 | 294 | 327 | 588 | |
Amortization of net gain and prior service credits | [1] | (318) | 306 | (636) | 611 |
Other comprehensive income | 163 | 294 | 327 | 588 | |
Balance ending | $ (12,269) | $ (16,996) | $ (12,269) | $ (16,996) | |
[1] These amounts are included in the computation of net periodic benefit cost. See Note 15, “Pension Plans and Other Postretirement Benefits.” |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 24, 2022 | Dec. 25, 2021 | |
Income Tax Disclosure [Abstract] | ||
Discrete deferred tax benefit | $ 295 | $ 638 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 6 Months Ended |
Mar. 25, 2023 Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 4 |
Number of reportable segments | 3 |
Segment Information - Disclosur
Segment Information - Disclosure by Reportable Segment and Reconciliation of Total Operating Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Mar. 25, 2023 | Mar. 26, 2022 | Mar. 25, 2023 | Mar. 26, 2022 | Sep. 24, 2022 | |
Revenues [Abstract] | |||||
Total revenues | $ 526,501 | $ 588,095 | $ 923,971 | $ 963,502 | |
Operating income (loss): | |||||
Total operating income | 125,679 | 191,961 | 187,994 | 229,217 | |
Reconciliation to net (loss) 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 [Abstract] | |||||
Total depreciation and amortization | 16,064 | 14,062 | 29,843 | 30,347 | |
Assets [Abstract] | |||||
Total assets | 2,351,105 | 2,351,105 | $ 2,103,726 | ||
Operating/Reportable Segments [Member] | Fuel Oil and Refined Fuels [Member] | |||||
Revenues [Abstract] | |||||
Total revenues | 38,126 | 43,501 | 68,267 | 64,467 | |
Operating income (loss): | |||||
Total operating income | 6,347 | 7,185 | 8,429 | 8,879 | |
Depreciation and amortization [Abstract] | |||||
Total depreciation and amortization | 419 | 428 | 828 | 856 | |
Assets [Abstract] | |||||
Total assets | 55,245 | 55,245 | 49,683 | ||
Operating/Reportable Segments [Member] | Natural Gas and Electricity [Member] | |||||
Revenues [Abstract] | |||||
Total revenues | 3,138 | 3,450 | 4,230 | 5,120 | |
Operating income (loss): | |||||
Total operating income | 11,856 | 14,395 | 20,546 | 23,618 | |
Depreciation and amortization [Abstract] | |||||
Total depreciation and amortization | 0 | 5 | 3 | 10 | |
Assets [Abstract] | |||||
Total assets | 12,782 | 12,782 | 12,504 | ||
Operating/Reportable Segments [Member] | All Other [Member] | |||||
Revenues [Abstract] | |||||
Total revenues | 19,379 | 13,378 | 35,665 | 27,479 | |
Operating income (loss): | |||||
Total operating income | (10,087) | (5,002) | (15,862) | (10,792) | |
Depreciation and amortization [Abstract] | |||||
Total depreciation and amortization | 2,912 | 45 | 2,955 | 90 | |
Assets [Abstract] | |||||
Total assets | 243,211 | 243,211 | 47,853 | ||
Operating/Reportable Segments [Member] | Corporate [Member] | |||||
Operating income (loss): | |||||
Total operating income | (30,678) | (35,058) | (60,170) | (61,951) | |
Depreciation and amortization [Abstract] | |||||
Total depreciation and amortization | 1,402 | 1,820 | 2,836 | 3,893 | |
Assets [Abstract] | |||||
Total assets | 48,389 | 48,389 | 36,429 | ||
Operating/Reportable Segments [Member] | Propane [Member] | |||||
Revenues [Abstract] | |||||
Total revenues | 11,331 | 11,764 | 23,221 | 25,498 | |
Operating income (loss): | |||||
Total operating income | 457,140 | 516,821 | 799,493 | 847,938 | |
Depreciation and amortization [Abstract] | |||||
Total depreciation and amortization | 156,959 | $ 221,386 | 251,367 | $ 287,961 | |
Assets [Abstract] | |||||
Total assets | $ 1,991,478 | $ 1,991,478 | $ 1,957,257 |