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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

 

 

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

 

For the quarterly period ended June 29, 2024

 

 

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

 

Commission File Number: 1-14222

 

SUBURBAN PROPANE PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

 

 

Delaware

22-3410353

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

 

240 Route 10 West

Whippany, NJ 07981

(973) 887-5300

(Address, including zip code, and telephone number,

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

 

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

 

Title of each class

 

Trading Symbol

 

Name of exchange on which registered

Common Units

 

SPH

 

New York Stock Exchange

 

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

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

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

 

Large accelerated filer

 

Accelerated filer

Non-accelerated filer

 

Smaller reporting company

 

 

 

Emerging growth company

 

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

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

At August 5, 2024, there were 64,071,854 Common Units of Suburban Propane Partners, L.P. outstanding.

 

 


SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES

INDEX TO FORM 10-Q

 

 

 

 

 

Page

 

 

PART I. FINANCIAL INFORMATION

 

1

 

 

 

 

 

ITEM 1.

 

FINANCIAL STATEMENTS (UNAUDITED)

 

1

 

 

 

 

 

 

 

Condensed Consolidated Balance Sheets as of June 29, 2024 and September 30, 2023

 

1

 

 

 

 

 

 

 

Condensed Consolidated Statements of Operations for the three months ended June 29, 2024 and June 24, 2023

 

2

 

 

 

 

 

 

 

Condensed Consolidated Statements of Operations for the nine months ended June 29, 2024 and June 24, 2023

 

3

 

 

 

 

 

 

 

Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended June 29, 2024 and June 24, 2023

 

4

 

 

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the nine months ended June 29, 2024 and June 24, 2023

 

5

 

 

 

 

 

 

 

Condensed Consolidated Statements of Partners’ Capital for the three months ended June 29, 2024
and June 24, 2023

 

6

 

 

 

 

 

 

 

Condensed Consolidated Statements of Partners’ Capital for the nine months ended June 29, 2024

and June 24, 2023

 

7

 

 

 

 

 

 

 

Notes to Condensed Consolidated Financial Statements

 

8

 

 

 

 

 

ITEM 2.

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

26

 

 

 

 

 

ITEM 3.

 

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

37

 

 

 

 

 

ITEM 4.

 

CONTROLS AND PROCEDURES

 

38

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PART II. OTHER INFORMATION

 

39

 

 

 

 

 

ITEM 1.

 

LEGAL PROCEEDINGS

 

39

 

 

 

 

 

ITEM 1A.

 

RISK FACTORS

 

39

 

 

 

 

 

ITEM 2.

 

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

39

 

 

 

 

 

ITEM 3.

 

DEFAULTS UPON SENIOR SECURITIES

 

39

 

 

 

 

 

ITEM 4.

 

MINE SAFETY DISCLOSURES

 

39

 

 

 

 

 

ITEM 5.

 

OTHER INFORMATION

 

39

 

 

 

 

 

ITEM 6.

 

EXHIBITS

 

40

 

 

 

 

 

SignaturEs

 

41

 

 


DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

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

The impact of weather conditions on the demand for propane, renewable propane, fuel oil and other refined fuels, natural gas, renewable natural gas (“RNG”) and electricity;
The impact of climate change and potential climate change legislation on the Partnership and demand for propane, fuel oil and other refined fuels, natural gas, RNG and electricity;
Volatility in the unit cost of propane, renewable propane, fuel oil and other refined fuels, natural gas, RNG and electricity, the impact of the Partnership’s hedging and risk management activities, and the adverse impact of price increases on volumes sold as a result of customer conservation;
The ability of the Partnership to compete with other suppliers of propane, renewable propane, fuel oil, RNG and other energy sources;
The impact on the price and supply of propane, fuel oil and other refined fuels from the political, military or economic instability of the oil producing nations, including hostilities in the Middle East, Russian military action in Ukraine, global terrorism and other general economic conditions, including the economic instability resulting from natural disasters;
The ability of the Partnership to acquire and maintain sufficient volumes of, and the costs to the Partnership of acquiring, reliably transporting and storing, propane, renewable propane, fuel oil and other refined fuels;
The ability of the Partnership to attract and retain employees and key personnel to support the growth of our business;
The ability of the Partnership to retain customers or acquire new customers;
The impact of customer conservation, energy efficiency, general economic conditions and technology advances on the demand for propane, fuel oil and other refined fuels, natural gas, RNG and electricity;
The ability of management to continue to control expenses and manage inflationary increases in fuel, labor and other operating costs;
Risks related to the Partnership’s renewable fuel projects and investments, including the willingness of customers to purchase fuels generated by the projects, the permitting, financing, construction, development and operation of supporting facilities, the Partnership’s ability to generate a sufficient return on its renewable fuel projects, the Partnership’s dependence on third-party partners to help manage and operate renewable fuel investment projects, and increased regulation and dependence on government funding for commercial viability of renewable fuel investment projects;
The generation and monetization of environmental attributes produced by the Partnership’s renewable fuel projects, changes to legislation and/or regulations concerning the generation and monetization of environmental attributes and pricing volatility in the open markets where environmental attributes are traded;
The impact of changes in applicable statutes and government regulations, or their interpretations, including those relating to the environment and climate change, human health and safety laws and regulations, derivative instruments, the sale or marketing of propane and renewable propane, fuel oil and other refined fuels, natural gas, RNG and electricity, including the impact of recently adopted and proposed changes to New York law, and other regulatory developments that could impose costs and liabilities on the Partnership’s business;
The impact of changes in tax laws that could adversely affect the tax treatment of the Partnership for income tax purposes;
The impact of legal risks and proceedings on the Partnership’s business;
The impact of operating hazards that could adversely affect the Partnership’s reputation and its operating results to the extent not covered by insurance;

 


The Partnership’s ability to make strategic acquisitions, successfully integrate them and realize the expected benefits of those acquisitions;
The ability of the Partnership and any third-party service providers on which it may rely for support or services to continue to combat cybersecurity threats to their respective and shared networks and information technology;
Risks relating to the Partnership’s plans to diversify its business;
The impact of current conditions in the global capital, credit and environmental attribute markets, and general economic pressures; and
Other risks referenced from time to time in filings with the Securities and Exchange Commission (“SEC”) and those factors listed or incorporated by reference into the Partnership’s most recent Annual Report under “Risk Factors.”

Some of these Forward-Looking Statements are discussed in more detail in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report. Reference is also made to the risk factors discussed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended September 30, 2023. On different occasions, the Partnership or its representatives have made or may make Forward-Looking Statements in other filings with the SEC, press releases or oral statements made by or with the approval of one of the Partnership’s authorized executive officers. Readers are cautioned not to place undue reliance on Forward-Looking Statements, which reflect management’s view only as of the date made. The Partnership undertakes no obligation to update any Forward-Looking Statement or Cautionary Statement, except as required by law. All subsequent written and oral Forward-Looking Statements attributable to the Partnership or persons acting on its behalf are expressly qualified in their entirety by the Cautionary Statements in this Quarterly Report and in future SEC reports. For a more complete discussion of specific factors which could cause actual results to differ from those in the Forward-Looking Statements or Cautionary Statements, see “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023.

 

 


PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)

 

 

 

June 29,

 

 

September 30,

 

 

 

2024

 

 

2023

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

4,882

 

 

$

3,514

 

Accounts receivable, less allowance for doubtful accounts of $5,695 and
   $
4,449, respectively

 

 

73,798

 

 

 

67,687

 

Inventories

 

 

51,304

 

 

 

61,828

 

Other current assets

 

 

34,735

 

 

 

30,973

 

Total current assets

 

 

164,719

 

 

 

164,002

 

Property, plant and equipment, net

 

 

649,307

 

 

 

646,054

 

Operating lease right-of-use assets

 

 

145,504

 

 

 

142,940

 

Goodwill

 

 

1,151,252

 

 

 

1,148,776

 

Other intangible assets, net

 

 

77,380

 

 

 

80,553

 

Other assets

 

 

95,392

 

 

 

88,150

 

Total assets

 

$

2,283,554

 

 

$

2,270,475

 

 

 

 

 

 

 

 

LIABILITIES AND PARTNERS’ CAPITAL

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

26,473

 

 

$

40,043

 

Accrued employment and benefit costs

 

 

42,102

 

 

 

45,138

 

Customer deposits and advances

 

 

96,775

 

 

 

127,311

 

Operating lease liabilities

 

 

35,479

 

 

 

33,562

 

Other current liabilities

 

 

51,533

 

 

 

61,764

 

Total current liabilities

 

 

252,362

 

 

 

307,818

 

Long-term borrowings

 

 

1,202,535

 

 

 

1,188,210

 

Accrued insurance

 

 

48,210

 

 

 

49,632

 

Operating lease liabilities

 

 

109,099

 

 

 

108,495

 

Other liabilities

 

 

64,125

 

 

 

69,964

 

Total liabilities

 

 

1,676,331

 

 

 

1,724,119

 

Commitments and contingencies

 

 

 

 

 

 

Partners’ capital:

 

 

 

 

 

 

Common Unitholders (64,048 and 63,521 units issued and outstanding at
   June 29, 2024 and September 30, 2023, respectively)

 

 

616,833

 

 

 

557,023

 

Accumulated other comprehensive loss

 

 

(9,610

)

 

 

(10,667

)

Total partners’ capital

 

 

607,223

 

 

 

546,356

 

Total liabilities and partners’ capital

 

$

2,283,554

 

 

$

2,270,475

 

 

 

 

 

 

 

 

 

 

 

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

 

1


SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per unit amounts)

(unaudited)

 

 

Three Months Ended

 

 

 

June 29,

 

 

June 24,

 

 

 

2024

 

 

2023

 

Revenues

 

 

 

 

 

 

Propane

 

$

220,045

 

 

$

241,485

 

Fuel oil and refined fuels

 

 

10,954

 

 

 

14,086

 

Natural gas and electricity

 

 

5,322

 

 

 

4,926

 

All other

 

 

18,289

 

 

 

18,131

 

 

 

 

254,610

 

 

 

278,628

 

Costs and expenses

 

 

 

 

 

 

Cost of products sold

 

 

94,400

 

 

 

110,446

 

Operating

 

 

115,882

 

 

 

116,637

 

General and administrative

 

 

19,759

 

 

 

21,142

 

Depreciation and amortization

 

 

16,379

 

 

 

15,537

 

 

 

 

246,420

 

 

 

263,762

 

Operating income

 

 

8,190

 

 

 

14,866

 

Interest expense, net

 

 

18,429

 

 

 

18,733

 

Other, net

 

 

6,709

 

 

 

1,150

 

(Loss) before provision for income taxes

 

 

(16,948

)

 

 

(5,017

)

Provision for income taxes

 

 

243

 

 

 

244

 

Net (loss)

 

$

(17,191

)

 

$

(5,261

)

Net (loss) per Common Unit - basic

 

$

(0.27

)

 

$

(0.08

)

Weighted average number of Common Units outstanding - basic

 

 

64,394

 

 

 

63,926

 

Net (loss) per Common Unit - diluted

 

$

(0.27

)

 

$

(0.08

)

Weighted average number of Common Units outstanding - diluted

 

 

64,394

 

 

 

63,926

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

2


SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per unit amounts)

(unaudited)

 

 

 

Nine Months Ended

 

 

 

June 29,

 

 

June 24,

 

 

 

2024

 

 

2023

 

Revenues

 

 

 

 

 

 

Propane

 

$

970,967

 

 

$

1,040,978

 

Fuel oil and refined fuels

 

 

66,447

 

 

 

82,353

 

Natural gas and electricity

 

 

20,528

 

 

 

25,472

 

All other

 

 

60,589

 

 

 

53,796

 

 

 

 

1,118,531

 

 

 

1,202,599

 

Costs and expenses

 

 

 

 

 

 

Cost of products sold

 

 

437,573

 

 

 

524,707

 

Operating

 

 

366,263

 

 

 

359,798

 

General and administrative

 

 

71,400

 

 

 

69,854

 

Depreciation and amortization

 

 

49,497

 

 

 

45,380

 

 

 

 

924,733

 

 

 

999,739

 

Operating income

 

 

193,798

 

 

 

202,860

 

Loss on debt extinguishment

 

 

215

 

 

 

 

Interest expense, net

 

 

56,540

 

 

 

54,598

 

Other, net

 

 

17,756

 

 

 

3,231

 

Income before provision for income taxes

 

 

119,287

 

 

 

145,031

 

Provision for income taxes

 

 

524

 

 

 

421

 

Net income

 

$

118,763

 

 

$

144,610

 

Net income per Common Unit - basic

 

$

1.85

 

 

$

2.27

 

Weighted average number of Common Units outstanding - basic

 

 

64,297

 

 

 

63,826

 

Net income per Common Unit - diluted

 

$

1.83

 

 

$

2.25

 

Weighted average number of Common Units outstanding - diluted

 

 

64,747

 

 

 

64,326

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

3


SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

June 29,

 

 

June 24,

 

June 29,

 

 

June 24,

 

 

 

2024

 

 

2023

 

2024

 

 

2023

 

Net (loss) income

 

$

(17,191

)

 

$

(5,261

)

$

118,763

 

 

$

144,610

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

Amortization of net actuarial losses and prior service
   credits into earnings

 

 

169

 

 

 

164

 

 

507

 

 

 

491

 

Recognition in earnings of net actuarial loss for pension
   settlement

 

 

550

 

 

 

 

 

550

 

 

 

 

Other comprehensive income

 

 

719

 

 

 

164

 

 

1,057

 

 

 

491

 

Total comprehensive (loss) income

 

$

(16,472

)

 

$

(5,097

)

$

119,820

 

 

$

145,101

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

4


SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES
 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

 

 

Nine Months Ended

 

 

 

June 29,

 

 

June 24,

 

 

 

2024

 

 

2023

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income

 

$

118,763

 

 

$

144,610

 

Adjustments to reconcile net income to net cash provided by operations:

 

 

 

 

 

 

Depreciation and amortization

 

 

49,497

 

 

 

45,380

 

Equity in losses of unconsolidated affiliates

 

 

15,121

 

 

 

1,152

 

Compensation costs recognized under Restricted Unit Plan

 

 

6,404

 

 

 

6,265

 

Pension settlement charge

 

 

550

 

 

 

 

Loss on debt extinguishment

 

 

215

 

 

 

 

Other, net

 

 

2,528

 

 

 

1,389

 

Changes in assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

(6,052

)

 

 

4,683

 

Inventories

 

 

10,704

 

 

 

10,425

 

Other current and noncurrent assets

 

 

(12,222

)

 

 

13,619

 

Accounts payable

 

 

(13,173

)

 

 

(2,269

)

Accrued employment and benefit costs

 

 

(3,421

)

 

 

(5,296

)

Customer deposits and advances

 

 

(30,536

)

 

 

(36,353

)

Contributions to defined benefit pension plan

 

 

(3,000

)

 

 

(3,000

)

Other current and noncurrent liabilities

 

 

(11,571

)

 

 

(13,213

)

Net cash provided by operating activities

 

 

123,807

 

 

 

167,392

 

Cash flows from investing activities:

 

 

 

 

 

 

Capital expenditures

 

 

(40,373

)

 

 

(33,386

)

Investments in and acquisitions of businesses

 

 

(22,005

)

 

 

(126,929

)

Proceeds from sale of property, plant and equipment

 

 

2,392

 

 

 

3,180

 

Net cash (used in) investing activities

 

 

(59,986

)

 

 

(157,135

)

Cash flows from financing activities:

 

 

 

 

 

 

Proceeds from borrowings under revolving credit facility

 

 

541,300

 

 

 

470,200

 

Repayments of borrowings under revolving credit facility

 

 

(529,300

)

 

 

(399,800

)

Issuance costs associated with long-term borrowings

 

 

(3,744

)

 

 

 

Partnership distributions

 

 

(62,266

)

 

 

(61,741

)

Other, net

 

 

(4,334

)

 

 

(4,312

)

Net cash (used in) provided by financing activities

 

 

(58,344

)

 

 

4,347

 

Net increase in cash, cash equivalents and restricted cash

 

 

5,477

 

 

 

14,604

 

Cash, cash equivalents and restricted cash at beginning of period

 

 

14,074

 

 

 

4,100

 

Cash, cash equivalents and restricted cash at end of period

 

$

19,551

 

 

$

18,704

 

 

 

 

 

 

 

 

Less: restricted cash

 

 

14,669

 

 

 

8,674

 

Cash and cash equivalents, end of period

 

$

4,882

 

 

$

10,030

 

 

 

 

 

 

 

 

 

 

 

 

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

 

5


SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL

(in thousands)

(unaudited)

 

 

 

Three Months Ended June 29, 2024

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

Total

 

 

 

Number of

 

 

Common

 

 

Comprehensive

 

 

Partners’

 

 

 

Common Units

 

 

Unitholders

 

 

(Loss)

 

 

Capital

 

Balance, beginning of period

 

 

64,022

 

 

$

652,999

 

 

$

(10,329

)

 

$

642,670

 

Net (loss)

 

 

 

 

 

(17,191

)

 

 

 

 

 

(17,191

)

Other comprehensive income

 

 

 

 

 

 

 

 

719

 

 

 

719

 

Partnership distributions

 

 

 

 

 

(20,815

)

 

 

 

 

 

(20,815

)

Common Units issued under Restricted Unit Plan

 

 

26

 

 

 

 

 

 

 

 

 

 

Compensation costs recognized under Restricted Unit Plan

 

 

 

 

 

1,840

 

 

 

 

 

 

1,840

 

Balance, end of period

 

 

64,048

 

 

$

616,833

 

 

$

(9,610

)

 

$

607,223

 

 

 

 

Three Months Ended June 24, 2023

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

Total

 

 

 

Number of

 

 

Common

 

 

Comprehensive

 

 

Partners’

 

 

 

Common Units

 

 

Unitholders

 

 

(Loss)

 

 

Capital

 

Balance, beginning of period

 

 

63,490

 

 

$

620,520

 

 

$

(12,269

)

 

$

608,251

 

Net (loss)

 

 

 

 

 

(5,261

)

 

 

 

 

 

(5,261

)

Other comprehensive income

 

 

 

 

 

 

 

 

164

 

 

 

164

 

Partnership distributions

 

 

 

 

 

(20,636

)

 

 

 

 

 

(20,636

)

Common Units issued under Restricted Unit Plan

 

 

9

 

 

 

 

 

 

 

 

 

 

Compensation costs recognized under Restricted Unit Plan

 

 

 

 

 

1,905

 

 

 

 

 

 

1,905

 

Balance, end of period

 

 

63,499

 

 

$

596,528

 

 

$

(12,105

)

 

$

584,423

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

6


SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL

(in thousands)

(unaudited)

 

 

 

Nine Months Ended June 29, 2024

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

Total

 

 

 

Number of

 

 

Common

 

 

Comprehensive

 

 

Partners’

 

 

 

Common Units

 

 

Unitholders

 

 

(Loss)

 

 

Capital

 

Balance, beginning of period

 

 

63,521

 

 

$

557,023

 

 

$

(10,667

)

 

$

546,356

 

Net income

 

 

 

 

 

118,763

 

 

 

 

 

 

118,763

 

Other comprehensive income

 

 

 

 

 

 

 

 

1,057

 

 

 

1,057

 

Partnership distributions

 

 

 

 

 

(62,266

)

 

 

 

 

 

(62,266

)

Common Units issued under Restricted Unit Plan

 

 

527

 

 

 

(3,091

)

 

 

 

 

 

(3,091

)

Compensation costs recognized under Restricted Unit Plan

 

 

 

 

 

6,404

 

 

 

 

 

 

6,404

 

Balance, end of period

 

 

64,048

 

 

$

616,833

 

 

$

(9,610

)

 

$

607,223

 

 

 

 

Nine Months Ended June 24, 2023

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

Total

 

 

 

Number of

 

 

Common

 

 

Comprehensive

 

 

Partners’

 

 

 

Common Units

 

 

Unitholders

 

 

(Loss)

 

 

Capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of period

 

 

62,987

 

 

$

510,126

 

 

$

(12,596

)

 

$

497,530

 

Net income

 

 

 

 

 

144,610

 

 

 

 

 

 

144,610

 

Other comprehensive income

 

 

 

 

 

 

 

 

491

 

 

 

491

 

Partnership distributions

 

 

 

 

 

(61,741

)

 

 

 

 

 

(61,741

)

Common Units issued under Restricted Unit Plan

 

 

512

 

 

 

(2,732

)

 

 

 

 

 

(2,732

)

Compensation costs recognized under Restricted Unit Plan

 

 

 

 

 

6,265

 

 

 

 

 

 

6,265

 

Balance, end of period

 

 

63,499

 

 

$

596,528

 

 

$

(12,105

)

 

$

584,423

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

7


SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(unaudited)

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 64,048,139 Common Units outstanding at June 29, 2024. 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.

 

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 30, 2023. 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.

 

 

8


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 was 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, to the Partnership’s facilities. These feedstocks, as well as manure from dairy cattle, 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 production 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.

 

9


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 Issued Accounting Pronouncements. In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting: Improvements to Reportable Segment Disclosures” (“Topic 280”). This update will require public entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker and included within segment profit and loss. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. Topic 280 will first be effective for the Partnership’s fiscal 2025 annual report and should be applied retrospectively to all prior periods presented in the financial statements. The Partnership is assessing the effect of this update on its consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes: Improvements to Income Tax Disclosures” (“Topic 740”). This update requires disclosure of specific categories and disaggregation of information in the income tax rate reconciliation table. Topic 740 also requires disclosure of disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing operations. The requirements of Topic 740 are effective for annual periods beginning after December 15, 2024, which will be the Partnership’s fiscal 2026 annual report. Early adoption is permitted and the amendments should be applied on a prospective basis with retrospective application also being permitted. The Partnership is assessing the effect of this update on its consolidated financial statements and related disclosures.

SEC Climate Disclosures. In March 2024, the SEC issued final rules to require disclosures about certain climate-related information in registration statements and annual reports. In April 2024, the SEC issued an order to stay the rules pending the completion of judicial review of multiple petitions challenging the rules. The rules will, if implemented as issued by the SEC, require disclosure of, among other things, material climate-related risks, how the Partnership’s Board of Supervisors and management oversee and manage such risks, and the actual and potential material impacts of such risks to the Partnership. The rules also require disclosure about material climate-related targets and goals, greenhouse gas emissions (“GHG”) from operations owned or controlled (Scope 1) and purchased energy consumed in owned or controlled operations (Scope 2), and the financial impacts of severe weather events and other natural conditions. Currently, it is uncertain whether the SEC’s new climate-related disclosure rules will withstand pending and future legal challenges. If the rules are ultimately implemented, the Partnership will apply them prospectively with certain disclosures beginning in its fiscal 2026 annual report. The Partnership is assessing the effect of these rules on its consolidated financial statements and related disclosures, if implemented.

 

10


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%, 6% 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

 

 

June 29,

 

 

June 24,

 

 

2024

 

 

2023

 

Retail

 

 

 

 

 

Residential

$

125,910

 

 

$

142,941

 

Commercial

 

79,294

 

 

 

82,321

 

Industrial

 

27,629

 

 

 

28,362

 

Government

 

10,754

 

 

 

12,039

 

Agricultural

 

5,650

 

 

 

6,750

 

Wholesale

 

5,373

 

 

 

6,215

 

Total revenues

$

254,610

 

 

$

278,628

 

 

 

Nine Months Ended

 

 

June 29,

 

 

June 24,

 

 

2024

 

 

2023

 

Retail

 

 

 

 

 

Residential

$

609,192

 

 

$

665,541

 

Commercial

 

304,647

 

 

 

322,623

 

Industrial

 

95,917

 

 

 

103,210

 

Government

 

52,850

 

 

 

56,870

 

Agricultural

 

31,405

 

 

 

35,223

 

Wholesale

 

24,520

 

 

 

19,132

 

Total revenues

$

1,118,531

 

 

$

1,202,599

 

 

The Partnership recognized $9,979 and $83,762 of revenue during the three and nine months ended June 29, 2024, respectively, and $11,612 and $63,643 of revenue during the three and nine months ended June 24, 2023, 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 $8,485 and $4,844 relating to deliveries to customers enrolled in budgetary programs that exceeded billings to those customers were included in accounts receivable as of June 29, 2024 and September 30, 2023, respectively.

 

4.
Investments in and Acquisitions of Businesses

On December 28, 2022, Suburban Renewable Energy acquired a platform of RNG production assets (the “RNG Acquisition”) from Equilibrium Capital Group (“Equilibrium”), a leading sustainability-driven asset management firm.

The following table presents unaudited pro forma combined financial information as if the aforementioned acquisition had occurred on September 25, 2022, the first day of the Partnership’s 2023 fiscal year:

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

June 29,

 

 

June 24,

 

 

June 29,

 

 

June 24,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Revenues

 

$

254,610

 

 

$

278,628

 

 

$

1,118,531

 

 

$

1,206,529

 

Net (loss) income

 

 

(17,191

)

 

 

(5,261

)

 

 

118,763

 

 

 

134,531

 

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 first nine months of fiscal 2024, the Operating Partnership purchased one secured convertible note issued by IH.

 

11


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 during the second half of calendar 2025.

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 nine months of fiscal 2024, the Operating Partnership purchased six additional secured convertible notes issued by Oberon.

These strategic investments were made to support 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 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 losses were included in “Other, net” within the condensed consolidated statements of operations.