UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
|
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended
|
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Commission File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of |
(I.R.S. Employer |
incorporation or organization) |
Identification No.) |
(
(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 |
|
|
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. ☒
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).
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.
☒ |
|
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
SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES
INDEX TO FORM 10-Q
|
|
|
|
Page |
|
|
|
1 |
|
|
|
|
|
|
ITEM 1. |
|
|
1 |
|
|
|
|
|
|
|
|
Condensed Consolidated Balance Sheets as of June 29, 2024 and September 30, 2023 |
|
1 |
|
|
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
|
|
3 |
|
|
|
|
|
|
|
|
|
4 |
|
|
|
|
|
|
|
|
|
5 |
|
|
|
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
|
Condensed Consolidated Statements of Partners’ Capital for the nine months ended June 29, 2024 and June 24, 2023 |
|
7 |
|
|
|
|
|
|
|
|
8 |
|
|
|
|
|
|
ITEM 2. |
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
|
26 |
|
|
|
|
|
ITEM 3. |
|
|
37 |
|
|
|
|
|
|
ITEM 4. |
|
|
38 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39 |
|
|
|
|
|
|
ITEM 1. |
|
|
39 |
|
|
|
|
|
|
ITEM 1A. |
|
|
39 |
|
|
|
|
|
|
ITEM 2. |
|
|
39 |
|
|
|
|
|
|
ITEM 3. |
|
|
39 |
|
|
|
|
|
|
ITEM 4. |
|
|
39 |
|
|
|
|
|
|
ITEM 5. |
|
|
39 |
|
|
|
|
|
|
ITEM 6. |
|
|
40 |
|
|
|
|
|
|
|
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:
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 |
|
$ |
|
|
$ |
|
||
Accounts receivable, less allowance for doubtful accounts of $ |
|
|
|
|
|
|
||
Inventories |
|
|
|
|
|
|
||
Other current assets |
|
|
|
|
|
|
||
Total current assets |
|
|
|
|
|
|
||
Property, plant and equipment, net |
|
|
|
|
|
|
||
Operating lease right-of-use assets |
|
|
|
|
|
|
||
Goodwill |
|
|
|
|
|
|
||
Other intangible assets, net |
|
|
|
|
|
|
||
Other assets |
|
|
|
|
|
|
||
Total assets |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
LIABILITIES AND PARTNERS’ CAPITAL |
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
||
Accounts payable |
|
$ |
|
|
$ |
|
||
Accrued employment and benefit costs |
|
|
|
|
|
|
||
Customer deposits and advances |
|
|
|
|
|
|
||
Operating lease liabilities |
|
|
|
|
|
|
||
Other current liabilities |
|
|
|
|
|
|
||
Total current liabilities |
|
|
|
|
|
|
||
Long-term borrowings |
|
|
|
|
|
|
||
Accrued insurance |
|
|
|
|
|
|
||
Operating lease liabilities |
|
|
|
|
|
|
||
Other liabilities |
|
|
|
|
|
|
||
Total liabilities |
|
|
|
|
|
|
||
|
|
|
|
|
|
|||
Partners’ capital: |
|
|
|
|
|
|
||
Common Unitholders ( |
|
|
|
|
|
|
||
Accumulated other comprehensive loss |
|
|
( |
) |
|
|
( |
) |
Total partners’ capital |
|
|
|
|
|
|
||
Total liabilities and partners’ capital |
|
$ |
|
|
$ |
|
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 |
|
$ |
|
|
$ |
|
||
Fuel oil and refined fuels |
|
|
|
|
|
|
||
Natural gas and electricity |
|
|
|
|
|
|
||
All other |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Costs and expenses |
|
|
|
|
|
|
||
Cost of products sold |
|
|
|
|
|
|
||
Operating |
|
|
|
|
|
|
||
General and administrative |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Operating income |
|
|
|
|
|
|
||
Interest expense, net |
|
|
|
|
|
|
||
Other, net |
|
|
|
|
|
|
||
(Loss) before provision for income taxes |
|
|
( |
) |
|
|
( |
) |
Provision for income taxes |
|
|
|
|
|
|
||
Net (loss) |
|
$ |
( |
) |
|
$ |
( |
) |
Net (loss) per Common Unit - basic |
|
$ |
( |
) |
|
$ |
( |
) |
Weighted average number of Common Units outstanding - basic |
|
|
|
|
|
|
||
Net (loss) per Common Unit - diluted |
|
$ |
( |
) |
|
$ |
( |
) |
Weighted average number of Common Units outstanding - diluted |
|
|
|
|
|
|
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 |
|
$ |
|
|
$ |
|
||
Fuel oil and refined fuels |
|
|
|
|
|
|
||
Natural gas and electricity |
|
|
|
|
|
|
||
All other |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Costs and expenses |
|
|
|
|
|
|
||
Cost of products sold |
|
|
|
|
|
|
||
Operating |
|
|
|
|
|
|
||
General and administrative |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Operating income |
|
|
|
|
|
|
||
Loss on debt extinguishment |
|
|
|
|
|
|
||
Interest expense, net |
|
|
|
|
|
|
||
Other, net |
|
|
|
|
|
|
||
Income before provision for income taxes |
|
|
|
|
|
|
||
Provision for income taxes |
|
|
|
|
|
|
||
Net income |
|
$ |
|
|
$ |
|
||
Net income per Common Unit - basic |
|
$ |
|
|
$ |
|
||
Weighted average number of Common Units outstanding - basic |
|
|
|
|
|
|
||
Net income per Common Unit - diluted |
|
$ |
|
|
$ |
|
||
Weighted average number of Common Units outstanding - diluted |
|
|
|
|
|
|
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 |
|
$ |
( |
) |
|
$ |
( |
) |
$ |
|
|
$ |
|
||
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of net actuarial losses and prior service |
|
|
|
|
|
|
|
|
|
|
|
||||
Recognition in earnings of net actuarial loss for pension |
|
|
|
|
|
|
|
|
|
|
|
||||
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
||||
Total comprehensive (loss) income |
|
$ |
( |
) |
|
$ |
( |
) |
$ |
|
|
$ |
|
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 |
|
$ |
|
|
$ |
|
||
Adjustments to reconcile net income to net cash provided by operations: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Equity in losses of unconsolidated affiliates |
|
|
|
|
|
|
||
Compensation costs recognized under Restricted Unit Plan |
|
|
|
|
|
|
||
Pension settlement charge |
|
|
|
|
|
|
||
Loss on debt extinguishment |
|
|
|
|
|
|
||
Other, net |
|
|
|
|
|
|
||
Changes in assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable |
|
|
( |
) |
|
|
|
|
Inventories |
|
|
|
|
|
|
||
Other current and noncurrent assets |
|
|
( |
) |
|
|
|
|
Accounts payable |
|
|
( |
) |
|
|
( |
) |
Accrued employment and benefit costs |
|
|
( |
) |
|
|
( |
) |
Customer deposits and advances |
|
|
( |
) |
|
|
( |
) |
Contributions to defined benefit pension plan |
|
|
( |
) |
|
|
( |
) |
Other current and noncurrent liabilities |
|
|
( |
) |
|
|
( |
) |
Net cash provided by operating activities |
|
|
|
|
|
|
||
Cash flows from investing activities: |
|
|
|
|
|
|
||
Capital expenditures |
|
|
( |
) |
|
|
( |
) |
Investments in and acquisitions of businesses |
|
|
( |
) |
|
|
( |
) |
Proceeds from sale of property, plant and equipment |
|
|
|
|
|
|
||
Net cash (used in) investing activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
||
Proceeds from borrowings under revolving credit facility |
|
|
|
|
|
|
||
Repayments of borrowings under revolving credit facility |
|
|
( |
) |
|
|
( |
) |
Issuance costs associated with long-term borrowings |
|
|
( |
) |
|
|
|
|
Partnership distributions |
|
|
( |
) |
|
|
( |
) |
Other, net |
|
|
( |
) |
|
|
( |
) |
Net cash (used in) provided by financing activities |
|
|
( |
) |
|
|
|
|
Net increase in cash, cash equivalents and restricted cash |
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash at beginning of period |
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash at end of period |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Less: restricted cash |
|
|
|
|
|
|
||
Cash and cash equivalents, end of period |
|
$ |
|
|
$ |
|
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 |
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Net (loss) |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
Other comprehensive income |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|||
Partnership distributions |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
Common Units issued under Restricted Unit Plan |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Compensation costs recognized under Restricted Unit Plan |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Balance, end of period |
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
|
Three Months Ended June 24, 2023 |
|
|||||||||||||
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
||||
|
|
|
|
|
|
|
|
Other |
|
|
Total |
|
||||
|
|
Number of |
|
|
Common |
|
|
Comprehensive |
|
|
Partners’ |
|
||||
|
|
Common Units |
|
|
Unitholders |
|
|
(Loss) |
|
|
Capital |
|
||||
Balance, beginning of period |
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Net (loss) |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
Other comprehensive income |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|||
Partnership distributions |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
Common Units issued under Restricted Unit Plan |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Compensation costs recognized under Restricted Unit Plan |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Balance, end of period |
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
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 |
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Net income |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Other comprehensive income |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|||
Partnership distributions |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
Common Units issued under Restricted Unit Plan |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
Compensation costs recognized under Restricted Unit Plan |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Balance, end of period |
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
|
Nine Months Ended June 24, 2023 |
|
|||||||||||||
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
||||
|
|
|
|
|
|
|
|
Other |
|
|
Total |
|
||||
|
|
Number of |
|
|
Common |
|
|
Comprehensive |
|
|
Partners’ |
|
||||
|
|
Common Units |
|
|
Unitholders |
|
|
(Loss) |
|
|
Capital |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance, beginning of period |
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Net income |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Other comprehensive income |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|||
Partnership distributions |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
Common Units issued under Restricted Unit Plan |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
Compensation costs recognized under Restricted Unit Plan |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Balance, end of period |
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
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)
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
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
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
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
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
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
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
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.
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
|
Three Months Ended |
|
|||||
|
June 29, |
|
|
June 24, |
|
||
|
2024 |
|
|
2023 |
|
||
Retail |
|
|
|
|
|
||
Residential |
$ |
|
|
$ |
|
||
Commercial |
|
|
|
|
|
||
Industrial |
|
|
|
|
|
||
Government |
|
|
|
|
|
||
Agricultural |
|
|
|
|
|
||
Wholesale |
|
|
|
|
|
||
Total revenues |
$ |
|
|
$ |
|
|
Nine Months Ended |
|
|||||
|
June 29, |
|
|
June 24, |
|
||
|
2024 |
|
|
2023 |
|
||
Retail |
|
|
|
|
|
||
Residential |
$ |
|
|
$ |
|
||
Commercial |
|
|
|
|
|
||
Industrial |
|
|
|
|
|
||
Government |
|
|
|
|
|
||
Agricultural |
|
|
|
|
|
||
Wholesale |
|
|
|
|
|
||
Total revenues |
$ |
|
|
$ |
|
The Partnership recognized $
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 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Net (loss) income |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
Suburban Renewable Energy owns a
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
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.