Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Jun. 25, 2022 | Aug. 01, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | SUBURBAN PROPANE PARTNERS LP | |
Entity Central Index Key | 0001005210 | |
Current Fiscal Year End Date | --09-24 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 62,986,862 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Type | 10-Q | |
Trading Symbol | SPH | |
Amendment Flag | false | |
Document Period End Date | Jun. 25, 2022 | |
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 | Jun. 25, 2022 | Sep. 25, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 7,066 | $ 5,808 |
Accounts receivable, less allowance for doubtful accounts of $5,760 and $3,332, respectively | 95,377 | 71,372 |
Inventories | 66,325 | 61,802 |
Other current assets | 46,001 | 41,126 |
Total current assets | 214,769 | 180,108 |
Property, plant and equipment, net | 560,464 | 569,130 |
Operating lease right-of-use assets | 138,540 | 129,999 |
Goodwill | 1,106,627 | 1,107,026 |
Other intangible assets, net | 34,107 | 39,263 |
Other assets | 60,888 | 26,204 |
Total assets | 2,115,395 | 2,051,730 |
Current liabilities: | ||
Accounts payable | 34,480 | 39,169 |
Accrued employment and benefit costs | 35,461 | 40,814 |
Customer deposits and advances | 82,565 | 111,727 |
Operating lease liabilities | 32,104 | 30,878 |
Other current liabilities | 57,878 | 64,558 |
Total current liabilities | 242,488 | 287,146 |
Long-term borrowings | 1,078,700 | 1,118,014 |
Accrued insurance | 55,166 | 49,424 |
Operating lease liabilities | 105,494 | 98,532 |
Other liabilities | 67,694 | 73,193 |
Total liabilities | 1,549,542 | 1,626,309 |
Commitments and contingencies | ||
Partners’ capital: | ||
Common Unitholders (62,975 and 62,538 units issued and outstanding at June 25, 2022 and September 25, 2021, respectively) | 581,922 | 443,005 |
Accumulated other comprehensive loss | (16,069) | (17,584) |
Total partners’ capital | 565,853 | 425,421 |
Total liabilities and partners’ capital | $ 2,115,395 | $ 2,051,730 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 25, 2022 | Sep. 25, 2021 |
Current assets: | ||
Allowance for doubtful accounts | $ 5,760 | $ 3,332 |
Partners’ capital: | ||
Common units issued (in units) | 62,975,000 | 62,538,000 |
Common units outstanding (in units) | 62,975,378 | 62,538,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 25, 2022 | Jun. 26, 2021 | Jun. 25, 2022 | Jun. 26, 2021 | |
Revenues | ||||
Total Revenues | $ 300,332 | $ 238,085 | $ 1,263,834 | $ 1,080,514 |
Costs and expenses | ||||
Cost of products sold | 140,930 | 83,056 | 576,299 | 418,002 |
Operating | 109,081 | 102,016 | 334,229 | 309,183 |
General and administrative | 21,541 | 17,756 | 64,962 | 57,866 |
Depreciation and amortization | 14,009 | 27,254 | 44,356 | 82,617 |
Total Expenses | 285,561 | 230,082 | 1,019,846 | 867,668 |
Operating income | 14,771 | 8,003 | 243,988 | 212,846 |
Loss on debt extinguishment | 0 | 16,029 | 0 | 16,029 |
Interest expense, net | 15,004 | 16,737 | 45,557 | 52,964 |
Other, net | 2,031 | 1,085 | 4,395 | 3,745 |
(Loss) Income before provision for income taxes | (2,264) | (25,848) | 194,036 | 140,108 |
Provision for income taxes | 271 | 173 | 171 | 936 |
Net (loss) income | $ (2,535) | $ (26,021) | $ 193,865 | $ 139,172 |
Net (loss) per Common Unit - basic | $ (0.04) | $ (0.41) | $ 3.07 | $ 2.22 |
Weighted average number of Common Units outstanding - basic | 63,284 | 62,755 | 63,200 | 62,685 |
Net (loss) per Common Unit - diluted | $ (0.04) | $ (0.41) | $ 3.04 | $ 2.20 |
Weighted average number of Common Units outstanding - diluted | 63,284 | 62,755 | 63,833 | 63,150 |
Propane [Member] | ||||
Revenues | ||||
Total Revenues | $ 260,634 | $ 208,689 | $ 1,108,572 | $ 958,641 |
Fuel Oil and Refined Fuels [Member] | ||||
Revenues | ||||
Total Revenues | 19,274 | 11,314 | 83,741 | 59,075 |
Natural Gas and Electricity [Member] | ||||
Revenues | ||||
Total Revenues | 7,547 | 5,835 | 31,165 | 23,461 |
All Other [Member] | ||||
Revenues | ||||
Total Revenues | $ 12,877 | $ 12,247 | $ 40,356 | $ 39,337 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 25, 2022 | Jun. 26, 2021 | Jun. 25, 2022 | Jun. 26, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (2,535) | $ (26,021) | $ 193,865 | $ 139,172 |
Other comprehensive income: | ||||
Amortization of net actuarial losses and prior service credits into earnings | 293 | 593 | 881 | 1,779 |
Recognition in earnings of net actuarial loss for pension settlement | 634 | 142 | 634 | 712 |
Other comprehensive income | 927 | 735 | 1,515 | 2,491 |
Total comprehensive (loss) income | $ (1,608) | $ (25,286) | $ 195,380 | $ 141,663 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 25, 2022 | Jun. 26, 2021 | |
Cash flows from operating activities: | ||
Net income | $ 193,865 | $ 139,172 |
Adjustments to reconcile net income to net cash provided by operations: | ||
Depreciation and amortization | 44,356 | 82,617 |
Pension settlement charge | 634 | 712 |
Loss on debt extinguishment | 0 | 16,029 |
Compensation costs recognized under Restricted Unit Plans | 8,422 | 7,524 |
Other, net | 2,061 | 2,749 |
Changes in assets and liabilities: | ||
Accounts receivable | (24,005) | (19,256) |
Inventories | (4,523) | (3,966) |
Other current and noncurrent assets | (14,581) | (27,483) |
Accounts payable | (4,620) | 4,167 |
Accrued employment and benefit costs | (5,523) | (1,997) |
Customer deposits and advances | (29,162) | (28,611) |
Contributions to defined benefit pension plan | (2,220) | (5,255) |
Other current and noncurrent liabilities | 6,432 | 14,375 |
Net cash provided by operating activities | 171,136 | 180,777 |
Cash flows from investing activities: | ||
Capital expenditures | (33,304) | (21,759) |
Investment in and acquisition of businesses | (36,366) | (8,316) |
Proceeds from sale of business | 850 | 0 |
Proceeds from sale of property, plant and equipment | 4,492 | 2,267 |
Net cash (used in) investing activities | (64,328) | (27,808) |
Cash flows from financing activities: | ||
Proceeds from long-term borrowings | 0 | 650,000 |
Repayments of long-term borrowings | 0 | (786,333) |
Proceeds from borrowings under revolving credit facility | 270,200 | 385,501 |
Repayments of borrowings under revolving credit facility | (310,800) | (328,721) |
Issuance costs associated with long-term borrowings | 0 | (10,778) |
Partnership distributions | (61,255) | (56,159) |
Other, net | (3,695) | (3,614) |
Net cash (used in) financing activities | (105,550) | (150,104) |
Net increase in cash and cash equivalents | 1,258 | 2,865 |
Cash and cash equivalents at beginning of period | 5,808 | 3,140 |
Cash and cash equivalents at end of period | $ 7,066 | $ 6,005 |
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. 26, 2020 | $ 362,381 | $ 388,157 | $ (25,776) |
Balance (in units) at Sep. 26, 2020 | 62,146 | ||
Net income | 139,172 | $ 139,172 | |
Other comprehensive income | 2,491 | 2,491 | |
Partnership distributions | (56,159) | (56,159) | |
Common Units issued under Restricted Unit Plans | (1,534) | $ (1,534) | |
Common Units issued under Restricted Unit Plans (in units) | 383 | ||
Compensation costs recognized under Restricted Unit Plans | 7,524 | $ 7,524 | |
Balance, end of period at Jun. 26, 2021 | 453,875 | $ 477,160 | (23,285) |
Balance (in units) at Jun. 26, 2021 | 62,529 | ||
Balance, beginning of period at Mar. 27, 2021 | 495,348 | $ 519,368 | (24,020) |
Balance (in units) at Mar. 27, 2021 | 62,529 | ||
Net income | (26,021) | $ 26,021 | |
Other comprehensive income | 735 | 735 | |
Partnership distributions | (18,758) | (18,758) | |
Compensation costs recognized under Restricted Unit Plans | 2,571 | 2,571 | |
Balance, end of period at Jun. 26, 2021 | 453,875 | $ 477,160 | (23,285) |
Balance (in units) at Jun. 26, 2021 | 62,529 | ||
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 | 193,865 | $ 193,865 | |
Other comprehensive income | 1,515 | 1,515 | |
Partnership distributions | (61,255) | (61,255) | |
Common Units issued under Restricted Unit Plans | (2,115) | $ (2,115) | |
Common Units issued under Restricted Unit Plans (in units) | 437 | ||
Compensation costs recognized under Restricted Unit Plans | 8,422 | $ 8,422 | |
Balance, end of period at Jun. 25, 2022 | $ 565,853 | $ 581,922 | (16,069) |
Balance (in units) at Jun. 25, 2022 | 62,975 | 62,975 | |
Balance, beginning of period at Mar. 26, 2022 | $ 585,149 | $ 602,145 | (16,996) |
Balance (in units) at Mar. 26, 2022 | 62,968 | ||
Net income | (2,535) | $ (2,535) | |
Other comprehensive income | 927 | 927 | |
Partnership distributions | (20,466) | (20,466) | |
Common Units issued under Restricted Unit Plans | (35) | $ (35) | |
Common Units issued under Restricted Unit Plans (in units) | 7 | ||
Compensation costs recognized under Restricted Unit Plans | 2,813 | $ 2,813 | |
Balance, end of period at Jun. 25, 2022 | $ 565,853 | $ 581,922 | $ (16,069) |
Balance (in units) at Jun. 25, 2022 | 62,975 | 62,975 |
Partnership Organization and Fo
Partnership Organization and Formation | 9 Months Ended |
Jun. 25, 2022 | |
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, fuel oil and refined fuels, as well as the marketing of natural gas and electricity in deregulated markets 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 62,975,378 Common Units outstanding at June 25, 2022. 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 Renewables”) is a wholly owned subsidiary of the Operating Partnership that was formed in January 2022. Suburban Renewables 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 | 9 Months Ended |
Jun. 25, 2022 | |
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 25, 2021 . 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, 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. 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 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 January 2021, the FASB issued Accounting Standards Update (“ASU”) 2021-01 “Reference Rate Reform” (“Topic 848”). This update provides optional expedients and exceptions for contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. Topic 848 became effective for all entities as of March 12, 2020, and will continue through December 31, 2022, which will be the Partnership’s first quarter of fiscal 2023. LIBOR rates based on US dollars will have an extended expiration date of June 30, 2023. Borrowings under the Partnership’s revolving credit facility bear interest at prevailing interest rates based partially on LIBOR (refer to Note 10, “Long-Term Borrowings” for more details). The Partnership does not expect that the adoption of Topic 848 will have a material impact on the Partnership’s condensed consolidated financial statements. |
Disaggregation of Revenue
Disaggregation of Revenue | 9 Months Ended |
Jun. 25, 2022 | |
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 88 %, 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 June 25, June 26, 2022 2021 Retail Residential $ 143,813 $ 120,186 Commercial 95,341 76,215 Industrial 31,658 25,270 Agricultural 8,353 6,181 Government 13,295 9,289 Wholesale 7,872 944 Total revenues $ 300,332 $ 238,085 Nine Months Ended June 25, June 26, 2022 2021 Retail Residential $ 684,378 $ 605,827 Commercial 358,126 284,541 Industrial 107,228 86,512 Agricultural 38,072 30,890 Government 57,560 44,761 Wholesale 18,470 27,983 Total revenues $ 1,263,834 $ 1,080,514 The Partnership recognized $ 5,556 and $ 74,332 of revenue during the three and nine months ended June 25, 2022, respectively, and $ 7,194 and $ 72,151 during the three and nine months ended June 26, 2021, 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 $ 17,333 and $ 6,004 relating to deliveries to customers enrolled in budgetary programs that exceeded billings to those customers were included in accounts receivable as of June 25, 2022 and September 25, 2021, respectively. |
Investments in and Acquisitions
Investments in and Acquisitions and Dispositions of Businesses | 9 Months Ended |
Jun. 25, 2022 | |
Business Combinations [Abstract] | |
Investments in and Acquisitions and Dispositions of Businesses | 4. Investments in and Acquisitions and Dispositions of Businesses On March 9, 2022, Suburban Renewables invested $ 30,000 , plus direct transaction costs, in Independence Hydrogen, Inc. (“IH”), in exchange for a 25 % equity interest. 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. The Operating Partnership also 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 cost-effective, low-carbon, zero-soot alternative to petroleum diesel, and when blended with propane can significantly reduce its carbon intensity. Additionally, rDME is a cost-effective carrier for hydrogen, making it easy to deliver this renewable fuel for the growing hydrogen fuel cell vehicle industry. Pursuant to the agreements, as amended, between the parties, the Operating Partnership also committed to provide additional funding to support continued development efforts to commercialize a Propane+rDME blended product. During the first nine months of fiscal 2022, the Operating Partnership purchased three additional secured convertible notes issued by Oberon. The IH and Oberon investments were made in line with the Partnership’s Go Green with Suburban Propane corporate pillar, which focuses on innovative solutions to reduce greenhouse gas emissions. These investments 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 Oberon’s and IH’s earnings were included in “Other, net” within the condensed consolidated statements of operations. On February 17, 2022, the Operating Partnership sold certain assets and operations in a non-strategic market of its propane segment for $ 850 , resulting in a gain of $ 363 that was recognized during the second quarter of fiscal 2022. The corresponding net assets and results of operations were not material to the Partnership’s condensed consolidated results of operations, financial position and cash flows. During the first quarter of fiscal 2022, the Operating Partnership acquired certain assets from a propane retailer for $ 500 , including non-compete consideration. During the third quarter of fiscal 2022, Suburban Renewables announced an agreement to construct, own and operate a new biodigester system with Adirondack Farms in Clinton County, New York for the production of renewable natural gas (“RNG”). Construction is expected to commence in the fourth quarter of fiscal 2022. |
Financial Instruments and Risk
Financial Instruments and Risk Management | 9 Months Ended |
Jun. 25, 2022 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments and Risk Management | 5. Financial Instruments and Risk Management Cash and Cash Equivalents. The Partnership considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. 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, LIBOR 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 LIBOR 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”)). 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 nine months of fiscal 2022 or in fiscal 2021. 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 LIBOR (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 June 25, 2022 and September 25, 2021, respectively: As of June 25, 2022 As of September 25, 2021 Asset Derivatives Location Fair Value Location Fair Value Derivatives not designated as Commodity-related derivatives Other current assets $ 49,993 Other current assets $ 53,019 Other assets 3,095 Other assets 1,813 $ 53,088 $ 54,832 Liability Derivatives Location Fair Value Location Fair Value Derivatives not designated as Commodity-related derivatives Other current liabilities $ 11,163 Other current liabilities $ 8,715 Other liabilities 1,487 Other liabilities 1,632 $ 12,650 $ 10,347 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 Nine Months Ended Nine Months Ended June 25, 2022 June 26, 2021 Assets Liabilities Assets Liabilities Beginning balance of over-the-counter options $ 4,626 $ 451 $ — $ — Beginning balance realized during the period ( 4,626 ) ( 78 ) — — Contracts purchased during the period 654 2,378 2,675 182 Change in the fair value of outstanding contracts — ( 280 ) — — Ending balance of over-the-counter options $ 654 $ 2,471 $ 2,675 $ 182 As of June 25, 2022 and September 25, 2021 , the Partnership’s outstanding commodity-related derivatives had a weighted average maturity of approximately nine and four months , respectively. The effect of the Partnership’s derivative instruments on the condensed consolidated statements of operations for the three and nine months ended June 25, 2022 and June 26, 2021 are as follows: Three Months Ended June 25, 2022 Three Months Ended June 26, 2021 Derivatives Not Designated Unrealized Gains (Losses) Unrealized Gains (Losses) Location Amount Location Amount Commodity-related derivatives Cost of products sold $ ( 921 ) Cost of products sold $ 11,139 Nine Months Ended June 25, 2022 Nine Months Ended June 26, 2021 Derivatives Not Designated Unrealized Gains (Losses) Unrealized Gains (Losses) Location Amount Location Amount Commodity-related derivatives Cost of products sold $ ( 1,442 ) Cost of products sold $ 17,632 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 June 25, 2022 As of September 25, 2021 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 $ 88,867 $ ( 35,779 ) $ 53,088 $ 76,508 $ ( 21,676 ) $ 54,832 Liability Derivatives Commodity-related derivatives $ 48,429 $ ( 35,779 ) $ 12,650 $ 32,023 $ ( 21,676 ) $ 10,347 The Partnership had $ - 0 - posted cash collateral as of June 25, 2022 and September 25, 2021 with its brokers for outstanding commodity-related derivatives. Bank Debt and Senior Notes. The fair value of the borrowings under the Revolving Credit Facility (defined below in Note 10) approximates the carrying value since the interest rates are adjusted quarterly to reflect market conditions. Based upon quoted market prices (a Level 1 input), the fair value of the Senior Notes (also defined below in Note 10) of the Partnership are as follows: As of June 25, September 25, 2022 2021 5.875 % senior notes due March 1, 2027 330,925 367,063 5.0 % senior notes due June 1, 2031 560,625 676,000 $ 891,550 $ 1,043,063 |
Inventories
Inventories | 9 Months Ended |
Jun. 25, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | 6. 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 June 25, September 25, 2022 2021 Propane, fuel oil and refined fuels and natural gas $ 64,630 $ 59,492 Appliances 1,695 2,310 $ 66,325 $ 61,802 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Jun. 25, 2022 | |
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 Total Balance as of September 25, 2021 Goodwill $ 1,094,688 $ 10,900 $ 7,900 $ 1,113,488 Accumulated adjustments — ( 6,462 ) — ( 6,462 ) $ 1,094,688 $ 4,438 $ 7,900 $ 1,107,026 Fiscal 2022 Activity Goodwill disposed (1) $ ( 399 ) $ — $ — $ ( 399 ) Balance as of June 25, 2022 Goodwill $ 1,094,289 $ 10,900 $ 7,900 $ 1,113,089 Accumulated adjustments — ( 6,462 ) — ( 6,462 ) $ 1,094,289 $ 4,438 $ 7,900 $ 1,106,627 Other intangible assets consist of the following: As of June 25, September 25, 2022 2021 Customer relationships (2) $ 519,777 $ 519,604 Non-compete agreements (2) 39,190 38,940 Other 1,967 1,967 560,934 560,511 Less: accumulated amortization Customer relationships ( 491,237 ) ( 486,395 ) Non-compete agreements ( 33,897 ) ( 33,229 ) Other ( 1,693 ) ( 1,624 ) ( 526,827 ) ( 521,248 ) $ 34,107 $ 39,263 (1) Reflects the impact from the disposition of certain assets and operations in a non-strategic market of the propane segment (See Note 4), (2) Reflects the impact from acquisitions (See Note 4). |
Leases
Leases | 9 Months Ended |
Jun. 25, 2022 | |
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 June 25, 2022. Quantitative information on the Partnership’s lease population is as follows: Three Months Ended Nine Months Ended June 25, June 26, June 25, June 26, 2022 2021 2022 2021 Lease expense $ 10,462 $ 9,578 $ 30,848 $ 27,870 Other information: Cash payments for operating leases 10,519 9,676 31,194 28,028 Right-of-use assets obtained in exchange 6,354 12,654 31,143 34,418 Weighted-average remaining lease term 6.1 years 6.2 years Weighted-average discount rate 4.9 % 5.2 % The following table summarizes future minimum lease payments under non-cancelable operating leases as of June 25, 2022: Fiscal Year Operating Leases 2022 (remaining) $ 9,854 2023 36,773 2024 30,918 2025 26,554 2026 21,785 2027 and thereafter 34,261 Total future minimum lease payments $ 160,145 Less: interest ( 22,548 ) Total lease obligations $ 137,597 |
Net Income Per Common Unit
Net Income Per Common Unit | 9 Months Ended |
Jun. 25, 2022 | |
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 Plans, 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 Plans. In computing diluted net income per Common Unit, weighted average units outstanding used to compute basic net income per Common Unit were increased by 633,125 and 464,597 units for the nine months ended June 25, 2022 and June 26, 2021, respectively, to reflect the potential dilutive effect of the unvested restricted units outstanding using the treasury stock method. Diluted loss per unit for the three months ended June 25, 2022 and June 26, 2021 does not include unvested Restricted Units (See Note 12) as their effect would be anti-dilutive. |
Long-Term Borrowings
Long-Term Borrowings | 9 Months Ended |
Jun. 25, 2022 | |
Debt Disclosure [Abstract] | |
Long Term Borrowings | 10. Long-Term Borrowings Long-term borrowings consist of the following: As of June 25, September 25, 2022 2021 5.875 % senior notes due March 1, 2027 350,000 350,000 5.0 % senior notes due June 1, 2031 650,000 650,000 Revolving Credit Facility, due March 5, 2025 91,400 132,000 Subtotal 1,091,400 1,132,000 Less: unamortized debt issuance costs ( 12,700 ) ( 13,986 ) $ 1,078,700 $ 1,118,014 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 indenture, 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. 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 $ 91,400 and $ 132,000 was outstanding as of June 25, 2022 and September 25, 2021, respectively. 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. Borrowings under the Revolving Credit Facility bear interest at prevailing interest rates based upon, at the Operating Partnership’s option, LIBOR 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 LIBOR plus 1 %, plus in each case the Applicable Rate. The Applicable Rate is dependent upon the Partnership’s Total Consolidated Leverage Ratio. As of June 25, 2022 , the interest rate for borrowings under the Revolving Credit Facility was approximately 4.62 %. The interest rate and the Applicable Rate will be reset following the end of each calendar quarter. As of June 25, 2022, the Partnership had standby letters of credit issued under the Revolving Credit Facility of $ 48,862 which expire periodically through April 30, 2023 . 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 June 25, 2022. The aggregate amounts of long-term debt maturities subsequent to June 25, 2022 are as follows: fiscal 2022: $- 0 -; fiscal 2023: $- 0 -; fiscal 2024: $- 0 -; fiscal 2025: $ 91,400 ; fiscal 2026: $- 0 -; and thereafter: $ 1,000,000 . |
Distributions of Available Cash
Distributions of Available Cash | 9 Months Ended |
Jun. 25, 2022 | |
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 July 21, 2022 , 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 third quarter of fiscal 2022, payable on August 9, 2022 to holders of record on August 2, 2022 . |
Unit-Based Compensation Arrange
Unit-Based Compensation Arrangements | 9 Months Ended |
Jun. 25, 2022 | |
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 Plans. On July 22, 2009, the Partnership adopted the Suburban Propane Partners, L.P. 2009 Restricted Unit Plan, as amended (the “2009 Restricted Unit Plan”), which authorizes the issuance of Common Units to executives, managers and other employees and members of the Board of Supervisors of the Partnership. The total number of Common Units authorized for issuance under the 2009 Restricted Unit Plan was 2,400,000 as of July 31, 2019, the date on which this plan expired. At the Partnership’s Tri-Annual Meeting held on May 15, 2018, the Unitholders approved the Partnership’s 2018 Restricted Unit Plan authorizing the issuance of up to 1,800,000 Common Units, which 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 (the “2018 Restricted Unit Plan” and together with the 2009 Restricted Unit Plan, from which there are still unvested awards outstanding, the “Restricted Unit Plans”). Unless otherwise stipulated by the Compensation Committee of the Partnership’s Board of Supervisors on or before the grant date, 33.33 % of all outstanding awards under the Restricted Unit Plans will vest on each of the first three anniversaries of the award grant date. Participants in the Restricted Unit Plans 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 Plans. Compensation expense for the unvested awards is recognized ratably over the vesting periods and is net of estimated forfeitures. During the nine months ended June 25, 2022 , the Partnership awarded 884,658 restricted units under the Restricted Unit Plans at an aggregate grant date fair value of $ 11,471 . The following is a summary of activity for the Restricted Unit Plans for the nine months ended June 25, 2022: Weighted Average Restricted Grant Date Fair Units Value Per Unit Outstanding September 25, 2021 1,231,863 $ 15.26 Awarded 884,658 12.97 Forfeited ( 12,346 ) ( 13.85 ) Vested (1) ( 575,630 ) ( 16.36 ) Outstanding June 25, 2022 1,528,545 $ 13.53 (1) During fiscal 2022, the Partnership withheld 138,039 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 June 25, 2022 , unrecognized compensation cost related to unvested restricted units awarded under the Restricted Unit Plans amounted to $ 6,400 . 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 Plans, net of forfeitures, for the three and nine months ended June 25, 2022 was $ 2,813 and $ 8,422 , respectively, and $ 2,571 and $ 7,524 , for the three and nine months ended June 26, 2021 respectively. Distribution Equivalent Rights Plan. On January 17, 2017, the Partnership adopted the Distribution Equivalent Rights Plan (the “DER Plan”), which gives the Compensation Committee of the Partnership’s Board of Supervisors 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 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 nine months ended June 25, 2022 was $ 295 and $ 889 , respectively, and $ 216 and $ 629 for the three and nine months ended June 26, 2021, 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 outstanding fiscal 2020 award and the 2021 LTIP document governs the terms and conditions of the outstanding fiscal 2021 and fiscal 2022 awards and any awards granted in fiscal years thereafter. The level of compensation earned under the 2014 LTIP is based on the Partnership’s average distribution coverage ratio over the three-year measurement period. The Partnership’s average distribution coverage ratio is 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 of the Board of Supervisors, 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 of the Board of Supervisors 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 recognized for the three and nine months ended June 25, 2022 was $ 2,227 and $ 5,499 , respectively, and $ 620 and $ 3,696 for the three and nine months ended June 26, 2021, respectively. As of June 25, 2022 , and September 25, 2021, the Partnership had a liability included within accrued employment and benefit costs (or other liabilities, as applicable) of $ 10,698 and $ 9,184 , respectively, related to estimated future payments under the LTIPs. In the first quarter of fiscal 2022 and 2021, cash payouts totaling $ 3,985 and $ 3,354 were made relating to the fiscal 2019 and 2018 awards, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Jun. 25, 2022 | |
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 June 25, 2022 and September 25, 2021, the Partnership had accrued liabilities of $ 65,416 and $ 66,124 , 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 $ 15,748 and $ 16,101 as of June 25, 2022 and September 25, 2021, 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 a defendant 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. During the first quarter of fiscal 2022, the complaint was dismissed in part by the district court, but causes of action based on the New York consumer statute 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 in this action has appealed the court’s decision to the U.S. Court of Appeals for the Second Circuit. 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. COVID-19 Pandemic. The impact of the COVID-19 pandemic continues to evolve. Although the Partnership believes the financial information included herein properly reflects all facts known at this time, the Partnership is unable to estimate the full financial impact of the pandemic at this time. The Partnership’s supply chain, including its suppliers and business partners, has not been materially impacted and the Partnership has been able to acquire sufficient supplies of the products it sells. Additionally, the Partnership continues to obtain the necessary liquidity to sustain its operations through collections of accounts receivable, as well as access to its Revolving Credit Facility available under the Credit Agreement. The Partnership will continue to actively monitor and manage the economic impact of the COVID-19 pandemic and, to the extent available, ensure new information is reflected within future financial information. |
Guarantees
Guarantees | 9 Months Ended |
Jun. 25, 2022 | |
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 $ 39,461 as of June 25, 2022. The fair value of residual value guarantees for outstanding operating leases was de minimis as of June 25, 2022 and September 25, 2021 . |
Pension Plans and Other Postret
Pension Plans and Other Postretirement Benefits | 9 Months Ended |
Jun. 25, 2022 | |
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 Nine Months Ended June 25, June 26, June 25, June 26, 2022 2021 2022 2021 Interest cost $ 559 $ 534 $ 1,678 $ 1,602 Expected return on plan assets ( 353 ) ( 319 ) ( 1,061 ) ( 957 ) Amortization of net loss 598 899 1,797 2,695 Pension settlement charge 634 142 634 712 Net periodic benefit cost $ 1,438 $ 1,256 $ 3,048 $ 4,052 Postretirement Benefits Three Months Ended Nine Months Ended June 25, June 26, June 25, June 26, 2022 2021 2022 2021 Interest cost $ 20 $ 20 $ 60 $ 58 Amortization of prior service credits ( 124 ) ( 124 ) ( 373 ) ( 373 ) Amortization of net (gain) ( 181 ) ( 182 ) ( 543 ) ( 543 ) Net periodic benefit cost $ ( 285 ) $ ( 286 ) $ ( 856 ) $ ( 858 ) The Partnership expects to contribute approximately $ 3,330 to the defined benefit pension plan during fiscal 2022, of which $ 2,220 was contributed during the nine months ended June 25, 2022. The projected annual contribution requirements related to the Partnership’s postretirement health care and life insurance benefit plan for fiscal 2022 is $ 710 , of which $ 480 was contributed during the nine months ended June 25, 2022 . During the third quarter of fiscal 2022, lump sum pension settlement payments exceeded the settlement threshold (combined service and interest costs of net periodic pension cost) of $ 2,238 , which required the Partnership to recognize a non-cash settlement charge of $ 634 . During each of the second and third quarters of fiscal 2021, lump sum pension settlement payments exceeded the settlement threshold of $ 2,135 , which required the Partnership to recognize non-cash settlement charges of $ 570 and $ 142 , respectively. These non-cash charges were required to accelerate recognition of a portion of cumulative unamortized losses in the defined benefit pension plans. 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 June 25, 2022 and September 25, 2021, the Partnership’s estimated obligation to these MEPPs was $ 22,766 and $ 23,567 , 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 | 9 Months Ended |
Jun. 25, 2022 | |
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 nine months ended June 25, 2022 and June 26, 2021: Three Months Ended Nine Months Ended June 25, June 26, June 25, June 26, 2022 2021 2022 2021 Pension Benefits Balance, beginning of period $ ( 22,104 ) $ ( 29,920 ) $ ( 23,303 ) $ ( 32,286 ) Reclassifications to earnings: Recognition of net actuarial loss for pension settlement (1) 634 142 634 712 Amortization of net loss (1) 598 899 1,797 2,695 Other comprehensive income 1,232 1,041 2,431 3,407 Balance, end of period $ ( 20,872 ) $ ( 28,879 ) $ ( 20,872 ) $ ( 28,879 ) Postretirement Benefits Balance, beginning of period $ 5,108 $ 5,900 $ 5,719 $ 6,510 Reclassifications to earnings: Amortization of net gain and prior service credits (1) ( 305 ) ( 306 ) ( 916 ) ( 916 ) Other comprehensive loss ( 305 ) ( 306 ) ( 916 ) ( 916 ) Balance, end of period $ 4,803 $ 5,594 $ 4,803 $ 5,594 Accumulated Other Comprehensive Income (Loss) Balance, beginning of period $ ( 16,996 ) $ ( 24,020 ) $ ( 17,584 ) $ ( 25,776 ) Reclassifications to earnings 293 593 881 1,779 Recognition of net actuarial loss for pension settlement 634 142 634 712 Other comprehensive income 927 735 1,515 2,491 Balance, end of period $ ( 16,069 ) $ ( 23,285 ) $ ( 16,069 ) $ ( 23,285 ) (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 | 9 Months Ended |
Jun. 25, 2022 | |
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 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, NOLs generated by the Corporate Entities beginning in 2018 may be carried forward indefinitely. The Corporate Entities generated a taxable loss during the 2021 tax year, which resulted in a $ 638 discrete deferred tax benefit recorded during the first quarter of fiscal 2022. |
Segment Information
Segment Information | 9 Months Ended |
Jun. 25, 2022 | |
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 25, 2021. 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 equity investment in IH and investments in biodigester systems for the production of RNG 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 consolidated amounts for the periods presented: Three Months Ended Nine Months Ended June 25, June 26, June 25, June 26, 2022 2021 2022 2021 Revenues: Propane $ 260,634 $ 208,689 $ 1,108,572 $ 958,641 Fuel oil and refined fuels 19,274 11,314 83,741 59,075 Natural gas and electricity 7,547 5,835 31,165 23,461 All other 12,877 12,247 40,356 39,337 Total revenues $ 300,332 $ 238,085 $ 1,263,834 $ 1,080,514 Operating income (loss): Propane $ 52,178 $ 41,460 $ 340,139 $ 297,155 Fuel oil and refined fuels ( 308 ) ( 433 ) 8,571 9,800 Natural gas and electricity 792 1,103 5,912 6,466 All other ( 5,998 ) ( 5,117 ) ( 16,790 ) ( 14,410 ) Corporate ( 31,893 ) ( 29,010 ) ( 93,844 ) ( 86,165 ) Total operating income 14,771 8,003 243,988 212,846 Reconciliation to net (loss) income: Loss on debt extinguishment — 16,029 — 16,029 Interest expense, net 15,004 16,737 45,557 52,964 Other, net 2,031 1,085 4,395 3,745 Provision for income taxes 271 173 171 936 Net (loss) income $ ( 2,535 ) $ ( 26,021 ) $ 193,865 $ 139,172 Depreciation and amortization: Propane $ 12,054 $ 25,083 $ 37,552 $ 75,762 Fuel oil and refined fuels 420 429 1,276 1,225 Natural gas and electricity 6 6 16 18 All other 45 47 135 141 Corporate 1,484 1,689 5,377 5,471 Total depreciation and amortization $ 14,009 $ 27,254 $ 44,356 $ 82,617 As of June 25, September 25 , 2022 2021 Assets: Propane $ 1,960,627 $ 1,935,399 Fuel oil and refined fuels 52,229 47,039 Natural gas and electricity 11,040 11,275 All other 47,818 17,767 Corporate 43,681 40,250 Total assets $ 2,115,395 $ 2,051,730 |
Subsequent Event
Subsequent Event | 9 Months Ended |
Jun. 25, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Event | 19. Subsequent Event On July 13, 2022, the Operating Partnership acquired the propane assets and operations of a propane retailer headquartered in New Mexico for $ 19,420 , including $ 1,000 for non-compete consideration, plus working capital acquired. The acquisition was consummated pursuant to the Partnership’s strategic growth initiatives. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Jun. 25, 2022 | |
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 25, 2021 . 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, 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. |
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 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 | Recently Issued Accounting Pronouncements. In January 2021, the FASB issued Accounting Standards Update (“ASU”) 2021-01 “Reference Rate Reform” (“Topic 848”). This update provides optional expedients and exceptions for contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. Topic 848 became effective for all entities as of March 12, 2020, and will continue through December 31, 2022, which will be the Partnership’s first quarter of fiscal 2023. LIBOR rates based on US dollars will have an extended expiration date of June 30, 2023. Borrowings under the Partnership’s revolving credit facility bear interest at prevailing interest rates based partially on LIBOR (refer to Note 10, “Long-Term Borrowings” for more details). The Partnership does not expect that the adoption of Topic 848 will have a material impact on the Partnership’s condensed consolidated financial statements. |
Disaggregation of Revenue (Tabl
Disaggregation of Revenue (Tables) | 9 Months Ended |
Jun. 25, 2022 | |
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 June 25, June 26, 2022 2021 Retail Residential $ 143,813 $ 120,186 Commercial 95,341 76,215 Industrial 31,658 25,270 Agricultural 8,353 6,181 Government 13,295 9,289 Wholesale 7,872 944 Total revenues $ 300,332 $ 238,085 Nine Months Ended June 25, June 26, 2022 2021 Retail Residential $ 684,378 $ 605,827 Commercial 358,126 284,541 Industrial 107,228 86,512 Agricultural 38,072 30,890 Government 57,560 44,761 Wholesale 18,470 27,983 Total revenues $ 1,263,834 $ 1,080,514 |
Financial Instruments and Ris_2
Financial Instruments and Risk Management (Tables) | 9 Months Ended |
Jun. 25, 2022 | |
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 June 25, 2022 and September 25, 2021, respectively: As of June 25, 2022 As of September 25, 2021 Asset Derivatives Location Fair Value Location Fair Value Derivatives not designated as Commodity-related derivatives Other current assets $ 49,993 Other current assets $ 53,019 Other assets 3,095 Other assets 1,813 $ 53,088 $ 54,832 Liability Derivatives Location Fair Value Location Fair Value Derivatives not designated as Commodity-related derivatives Other current liabilities $ 11,163 Other current liabilities $ 8,715 Other liabilities 1,487 Other liabilities 1,632 $ 12,650 $ 10,347 |
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 Nine Months Ended Nine Months Ended June 25, 2022 June 26, 2021 Assets Liabilities Assets Liabilities Beginning balance of over-the-counter options $ 4,626 $ 451 $ — $ — Beginning balance realized during the period ( 4,626 ) ( 78 ) — — Contracts purchased during the period 654 2,378 2,675 182 Change in the fair value of outstanding contracts — ( 280 ) — — Ending balance of over-the-counter options $ 654 $ 2,471 $ 2,675 $ 182 |
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 nine months ended June 25, 2022 and June 26, 2021 are as follows: Three Months Ended June 25, 2022 Three Months Ended June 26, 2021 Derivatives Not Designated Unrealized Gains (Losses) Unrealized Gains (Losses) Location Amount Location Amount Commodity-related derivatives Cost of products sold $ ( 921 ) Cost of products sold $ 11,139 Nine Months Ended June 25, 2022 Nine Months Ended June 26, 2021 Derivatives Not Designated Unrealized Gains (Losses) Unrealized Gains (Losses) Location Amount Location Amount Commodity-related derivatives Cost of products sold $ ( 1,442 ) Cost of products sold $ 17,632 |
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 June 25, 2022 As of September 25, 2021 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 $ 88,867 $ ( 35,779 ) $ 53,088 $ 76,508 $ ( 21,676 ) $ 54,832 Liability Derivatives Commodity-related derivatives $ 48,429 $ ( 35,779 ) $ 12,650 $ 32,023 $ ( 21,676 ) $ 10,347 |
Fair Value of the Partnership's Senior Notes | Based upon quoted market prices (a Level 1 input), the fair value of the Senior Notes (also defined below in Note 10) of the Partnership are as follows: As of June 25, September 25, 2022 2021 5.875 % senior notes due March 1, 2027 330,925 367,063 5.0 % senior notes due June 1, 2031 560,625 676,000 $ 891,550 $ 1,043,063 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Jun. 25, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories consist of the following: As of June 25, September 25, 2022 2021 Propane, fuel oil and refined fuels and natural gas $ 64,630 $ 59,492 Appliances 1,695 2,310 $ 66,325 $ 61,802 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Jun. 25, 2022 | |
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 Total Balance as of September 25, 2021 Goodwill $ 1,094,688 $ 10,900 $ 7,900 $ 1,113,488 Accumulated adjustments — ( 6,462 ) — ( 6,462 ) $ 1,094,688 $ 4,438 $ 7,900 $ 1,107,026 Fiscal 2022 Activity Goodwill disposed (1) $ ( 399 ) $ — $ — $ ( 399 ) Balance as of June 25, 2022 Goodwill $ 1,094,289 $ 10,900 $ 7,900 $ 1,113,089 Accumulated adjustments — ( 6,462 ) — ( 6,462 ) $ 1,094,289 $ 4,438 $ 7,900 $ 1,106,627 |
Other intangible assets | Other intangible assets consist of the following: As of June 25, September 25, 2022 2021 Customer relationships (2) $ 519,777 $ 519,604 Non-compete agreements (2) 39,190 38,940 Other 1,967 1,967 560,934 560,511 Less: accumulated amortization Customer relationships ( 491,237 ) ( 486,395 ) Non-compete agreements ( 33,897 ) ( 33,229 ) Other ( 1,693 ) ( 1,624 ) ( 526,827 ) ( 521,248 ) $ 34,107 $ 39,263 (1) Reflects the impact from the disposition of certain assets and operations in a non-strategic market of the propane segment (See Note 4), (2) Reflects the impact from acquisitions (See Note 4). |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Jun. 25, 2022 | |
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 Nine Months Ended June 25, June 26, June 25, June 26, 2022 2021 2022 2021 Lease expense $ 10,462 $ 9,578 $ 30,848 $ 27,870 Other information: Cash payments for operating leases 10,519 9,676 31,194 28,028 Right-of-use assets obtained in exchange 6,354 12,654 31,143 34,418 Weighted-average remaining lease term 6.1 years 6.2 years Weighted-average discount rate 4.9 % 5.2 % |
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 June 25, 2022: Fiscal Year Operating Leases 2022 (remaining) $ 9,854 2023 36,773 2024 30,918 2025 26,554 2026 21,785 2027 and thereafter 34,261 Total future minimum lease payments $ 160,145 Less: interest ( 22,548 ) Total lease obligations $ 137,597 |
Long-Term Borrowings (Tables)
Long-Term Borrowings (Tables) | 9 Months Ended |
Jun. 25, 2022 | |
Debt Disclosure [Abstract] | |
Long-term borrowings | Long-term borrowings consist of the following: As of June 25, September 25, 2022 2021 5.875 % senior notes due March 1, 2027 350,000 350,000 5.0 % senior notes due June 1, 2031 650,000 650,000 Revolving Credit Facility, due March 5, 2025 91,400 132,000 Subtotal 1,091,400 1,132,000 Less: unamortized debt issuance costs ( 12,700 ) ( 13,986 ) $ 1,078,700 $ 1,118,014 |
Unit-Based Compensation Arran_2
Unit-Based Compensation Arrangements (Tables) | 9 Months Ended |
Jun. 25, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of activity In the Restricted Unit Plans | The following is a summary of activity for the Restricted Unit Plans for the nine months ended June 25, 2022: Weighted Average Restricted Grant Date Fair Units Value Per Unit Outstanding September 25, 2021 1,231,863 $ 15.26 Awarded 884,658 12.97 Forfeited ( 12,346 ) ( 13.85 ) Vested (1) ( 575,630 ) ( 16.36 ) Outstanding June 25, 2022 1,528,545 $ 13.53 (1) During fiscal 2022, the Partnership withheld 138,039 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) | 9 Months Ended |
Jun. 25, 2022 | |
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 Nine Months Ended June 25, June 26, June 25, June 26, 2022 2021 2022 2021 Interest cost $ 559 $ 534 $ 1,678 $ 1,602 Expected return on plan assets ( 353 ) ( 319 ) ( 1,061 ) ( 957 ) Amortization of net loss 598 899 1,797 2,695 Pension settlement charge 634 142 634 712 Net periodic benefit cost $ 1,438 $ 1,256 $ 3,048 $ 4,052 Postretirement Benefits Three Months Ended Nine Months Ended June 25, June 26, June 25, June 26, 2022 2021 2022 2021 Interest cost $ 20 $ 20 $ 60 $ 58 Amortization of prior service credits ( 124 ) ( 124 ) ( 373 ) ( 373 ) Amortization of net (gain) ( 181 ) ( 182 ) ( 543 ) ( 543 ) Net periodic benefit cost $ ( 285 ) $ ( 286 ) $ ( 856 ) $ ( 858 ) |
Amounts Reclassified Out of A_2
Amounts Reclassified Out of Accumulated Other Comprehensive Income (Tables) | 9 Months Ended |
Jun. 25, 2022 | |
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 nine months ended June 25, 2022 and June 26, 2021: Three Months Ended Nine Months Ended June 25, June 26, June 25, June 26, 2022 2021 2022 2021 Pension Benefits Balance, beginning of period $ ( 22,104 ) $ ( 29,920 ) $ ( 23,303 ) $ ( 32,286 ) Reclassifications to earnings: Recognition of net actuarial loss for pension settlement (1) 634 142 634 712 Amortization of net loss (1) 598 899 1,797 2,695 Other comprehensive income 1,232 1,041 2,431 3,407 Balance, end of period $ ( 20,872 ) $ ( 28,879 ) $ ( 20,872 ) $ ( 28,879 ) Postretirement Benefits Balance, beginning of period $ 5,108 $ 5,900 $ 5,719 $ 6,510 Reclassifications to earnings: Amortization of net gain and prior service credits (1) ( 305 ) ( 306 ) ( 916 ) ( 916 ) Other comprehensive loss ( 305 ) ( 306 ) ( 916 ) ( 916 ) Balance, end of period $ 4,803 $ 5,594 $ 4,803 $ 5,594 Accumulated Other Comprehensive Income (Loss) Balance, beginning of period $ ( 16,996 ) $ ( 24,020 ) $ ( 17,584 ) $ ( 25,776 ) Reclassifications to earnings 293 593 881 1,779 Recognition of net actuarial loss for pension settlement 634 142 634 712 Other comprehensive income 927 735 1,515 2,491 Balance, end of period $ ( 16,069 ) $ ( 23,285 ) $ ( 16,069 ) $ ( 23,285 ) (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) | 9 Months Ended |
Jun. 25, 2022 | |
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 consolidated amounts for the periods presented: Three Months Ended Nine Months Ended June 25, June 26, June 25, June 26, 2022 2021 2022 2021 Revenues: Propane $ 260,634 $ 208,689 $ 1,108,572 $ 958,641 Fuel oil and refined fuels 19,274 11,314 83,741 59,075 Natural gas and electricity 7,547 5,835 31,165 23,461 All other 12,877 12,247 40,356 39,337 Total revenues $ 300,332 $ 238,085 $ 1,263,834 $ 1,080,514 Operating income (loss): Propane $ 52,178 $ 41,460 $ 340,139 $ 297,155 Fuel oil and refined fuels ( 308 ) ( 433 ) 8,571 9,800 Natural gas and electricity 792 1,103 5,912 6,466 All other ( 5,998 ) ( 5,117 ) ( 16,790 ) ( 14,410 ) Corporate ( 31,893 ) ( 29,010 ) ( 93,844 ) ( 86,165 ) Total operating income 14,771 8,003 243,988 212,846 Reconciliation to net (loss) income: Loss on debt extinguishment — 16,029 — 16,029 Interest expense, net 15,004 16,737 45,557 52,964 Other, net 2,031 1,085 4,395 3,745 Provision for income taxes 271 173 171 936 Net (loss) income $ ( 2,535 ) $ ( 26,021 ) $ 193,865 $ 139,172 Depreciation and amortization: Propane $ 12,054 $ 25,083 $ 37,552 $ 75,762 Fuel oil and refined fuels 420 429 1,276 1,225 Natural gas and electricity 6 6 16 18 All other 45 47 135 141 Corporate 1,484 1,689 5,377 5,471 Total depreciation and amortization $ 14,009 $ 27,254 $ 44,356 $ 82,617 As of June 25, September 25 , 2022 2021 Assets: Propane $ 1,960,627 $ 1,935,399 Fuel oil and refined fuels 52,229 47,039 Natural gas and electricity 11,040 11,275 All other 47,818 17,767 Corporate 43,681 40,250 Total assets $ 2,115,395 $ 2,051,730 |
Partnership Organization and _2
Partnership Organization and Formation - Additional Information (Details) - shares | Jun. 25, 2022 | Sep. 25, 2021 |
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items] | ||
Common units outstanding (in units) | 62,975,378 | 62,538,000 |
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) | 9 Months Ended |
Jun. 25, 2022 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 | 9 Months Ended | |||
Jun. 25, 2022 | Jun. 26, 2021 | Jun. 25, 2022 | Jun. 26, 2021 | Sep. 25, 2021 | |
Disaggregation Of Revenue [Line Items] | |||||
Contract with customer, liability revenue recognized | $ 5,556 | $ 7,194 | $ 74,332 | $ 72,151 | |
Contract assets | $ 17,333 | $ 17,333 | $ 6,004 | ||
Propane [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Segment reporting, percentage of revenue | 88% | 88% | 88% | 88% | |
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 | 9 Months Ended | ||
Jun. 25, 2022 | Jun. 26, 2021 | Jun. 25, 2022 | Jun. 26, 2021 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | $ 300,332 | $ 238,085 | $ 1,263,834 | $ 1,080,514 |
Retail [Member] | Residential [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 143,813 | 120,186 | 684,378 | 605,827 |
Retail [Member] | Commercial [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 95,341 | 76,215 | 358,126 | 284,541 |
Retail [Member] | Industrial [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 31,658 | 25,270 | 107,228 | 86,512 |
Retail [Member] | Agricultural [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 8,353 | 6,181 | 38,072 | 30,890 |
Retail [Member] | Government [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 13,295 | 9,289 | 57,560 | 44,761 |
Wholesale [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | $ 7,872 | $ 944 | $ 18,470 | $ 27,983 |
Investments in and Acquisitio_2
Investments in and Acquisitions and Dispositions of Businesses - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Mar. 09, 2022 | Feb. 17, 2022 | Mar. 26, 2022 | Dec. 25, 2021 | Jun. 25, 2022 | Jun. 26, 2021 | |
Business Acquisition [Line Items] | ||||||
Investment plus direct transaction costs | $ 36,366 | $ 8,316 | ||||
Proceeds from sale of business | $ 850 | $ 0 | ||||
Propane And Propane Retailer [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Proceeds from sale of business | $ 850 | |||||
Gain on sale of assets | $ 363 | |||||
Asset acquired | $ 500 | |||||
Suburban Renewables | ||||||
Business Acquisition [Line Items] | ||||||
Investment plus direct transaction costs | $ 30,000 | |||||
Percentage of equity interest | 25% | |||||
Oberon | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of equity interest | 38% |
Financial Instruments and Ris_3
Financial Instruments and Risk Management - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Jun. 25, 2022 | Sep. 25, 2021 | |
Derivatives, Fair Value [Line Items] | ||
Maximum maturity period of highly liquid investment considered as cash equivalents | 3 months | |
Interest Rate Risk [Abstract] | ||
Cash collateral | $ 0 | $ 0 |
Commodity Contract [Member] | ||
Interest Rate Risk [Abstract] | ||
Weighted average maturity of outstanding commodity-related derivatives | 9 months | 4 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% | |
LIBOR [Member] | ||
Interest Rate Risk [Abstract] | ||
Description of applicable interest rate on borrowings | LIBOR | |
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 | Jun. 25, 2022 | Sep. 25, 2021 |
Commodity-Related Derivatives [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair value - assets | $ 88,867 | $ 76,508 |
Fair value - liabilities | 48,429 | 32,023 |
Derivatives Not Designated as Hedging Instruments [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair value - assets | 53,088 | 54,832 |
Fair value - liabilities | 12,650 | 10,347 |
Derivatives Not Designated as Hedging Instruments [Member] | Commodity-Related Derivatives [Member] | Other Current Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair value - assets | 49,993 | 53,019 |
Derivatives Not Designated as Hedging Instruments [Member] | Commodity-Related Derivatives [Member] | Other Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair value - assets | 3,095 | 1,813 |
Derivatives Not Designated as Hedging Instruments [Member] | Commodity-Related Derivatives [Member] | Other Current Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair value - liabilities | 11,163 | 8,715 |
Derivatives Not Designated as Hedging Instruments [Member] | Commodity-Related Derivatives [Member] | Other Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair value - liabilities | $ 1,487 | $ 1,632 |
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) - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 25, 2022 | Jun. 26, 2021 | |
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 | $ 4,626 | $ 0 |
Beginning balance realized during the period | (4,626) | 0 |
Contracts purchased during the period | 654 | 2,675 |
Change in the fair value of outstanding contracts | 0 | 0 |
Ending balance of over-the-counter options | 654 | 2,675 |
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 | (451) | 0 |
Beginning balance realized during the period | 78 | 0 |
Contracts purchased during the period | 2,378 | 182 |
Change in the fair value of outstanding contracts | (280) | 0 |
Ending balance of over-the-counter options | $ (2,471) | $ (182) |
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) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 25, 2022 | Jun. 26, 2021 | Jun. 25, 2022 | Jun. 26, 2021 | |
Commodity-Related Derivatives [Member] | Cost of Products Sold [Member] | Derivatives Not Designated as Hedging Instruments [Member] | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Unrealized Gains (Losses) Recognized in Income | $ (921) | $ 11,139 | $ (1,442) | $ 17,632 |
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 | Jun. 25, 2022 | Sep. 25, 2021 |
Asset Derivatives [Abstracts] | ||
Gross amounts | $ 88,867 | $ 76,508 |
Effects of netting | 35,779 | (21,676) |
Net amounts presented in the balance sheet | 53,088 | 54,832 |
Liability Derivatives [Abstracts] | ||
Gross amounts | 48,429 | 32,023 |
Effects of netting | 35,779 | (21,676) |
Net amounts presented in the balance sheet | $ 12,650 | $ 10,347 |
Financial Instruments and Ris_8
Financial Instruments and Risk Management - Fair Value of the Partnership's Senior Notes (Details) - USD ($) $ in Thousands | Jun. 25, 2022 | Sep. 25, 2021 |
Bank Debt and Senior Notes [Abstract] | ||
Fair value of Senior Notes | $ 891,550 | $ 1,043,063 |
5.875% Senior Notes due March 1, 2027 [Member] | ||
Bank Debt and Senior Notes [Abstract] | ||
Fair value of Senior Notes | 330,925 | 367,063 |
5.0 % Senior Notes due June 1, 2031 [Member] | ||
Bank Debt and Senior Notes [Abstract] | ||
Fair value of Senior Notes | $ 560,625 | $ 676,000 |
Financial Instruments and Ris_9
Financial Instruments and Risk Management - Fair Value of the Partnership's Senior Notes (Parenthetical) (Details) | 9 Months Ended | 12 Months Ended |
Jun. 25, 2022 | Sep. 25, 2021 | |
5.875% Senior Notes due March 1, 2027 [Member] | ||
Bank Debt and Senior Notes [Abstract] | ||
Stated interest rate (in hundredths) | 5.875% | 5.875% |
Maturity date | 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% |
Maturity date | Jun. 01, 2031 | Jun. 01, 2031 |
Inventories - Inventories (Deta
Inventories - Inventories (Details) - USD ($) $ in Thousands | Jun. 25, 2022 | Sep. 25, 2021 |
Inventory, Net [Abstract] | ||
Propane, fuel oil and refined fuels and natural gas | $ 64,630 | $ 59,492 |
Appliances | 1,695 | 2,310 |
Total inventory | $ 66,325 | $ 61,802 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Additional Information (Details) | 9 Months Ended |
Jun. 25, 2022 | |
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 | 9 Months Ended | ||
Jun. 25, 2022 | Sep. 25, 2021 | ||
Goodwill [Line Items] | |||
Goodwill | $ 1,113,089 | $ 1,113,488 | |
Accumulated adjustments | (6,462) | (6,462) | |
Goodwill, net | 1,106,627 | 1,107,026 | |
Goodwill disposed | [1] | (399) | |
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 disposed | [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 disposed | [1] | 0 | |
Propane [Member] | |||
Goodwill [Line Items] | |||
Goodwill | 1,094,289 | 1,094,688 | |
Accumulated adjustments | 0 | 0 | |
Goodwill, net | 1,094,289 | $ 1,094,688 | |
Goodwill disposed | [1] | $ (399) | |
[1] Reflects the impact from the disposition of certain assets and operations in a non-strategic market of the propane segment (See Note 4), |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Summary of Other Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 25, 2022 | Sep. 25, 2021 | |
Finite Lived Intangible Assets [Line Items] | |||
Other intangible assets, gross | $ 560,934 | $ 560,511 | |
Accumulated amortization | (526,827) | (521,248) | |
Other intangible assets, net | 34,107 | 39,263 | |
Customer Relationships [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Other intangible assets, gross | [1] | 519,777 | 519,604 |
Accumulated amortization | 491,237 | (486,395) | |
Non-compete Agreements [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Other intangible assets, gross | [1] | 39,190 | 38,940 |
Accumulated amortization | 33,897 | (33,229) | |
Other [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Other intangible assets, gross | 1,967 | 1,967 | |
Accumulated amortization | $ 1,693 | $ (1,624) | |
[1] Reflects the impact from acquisitions (See Note 4). |
Leases - Additional Information
Leases - Additional Information (Details) | 9 Months Ended |
Jun. 25, 2022 | |
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 | 9 Months Ended | ||
Jun. 25, 2022 | Jun. 26, 2021 | Jun. 25, 2022 | Jun. 26, 2021 | |
Lessee Disclosure [Abstract] | ||||
Lease expense | $ 10,462 | $ 9,578 | $ 30,848 | $ 27,870 |
Other information: | ||||
Cash payments for operating leases | 10,519 | 9,676 | 31,194 | 28,028 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 6,354 | $ 12,654 | $ 31,143 | $ 34,418 |
Weighted-average remaining lease term | 6 years 1 month 6 days | 6 years 2 months 12 days | 6 years 1 month 6 days | 6 years 2 months 12 days |
Weighted-average discount rate | 4.90% | 5.20% | 4.90% | 5.20% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments Under Non-cancelable Operating Lease (Details) $ in Thousands | Jun. 25, 2022 USD ($) |
Lessee Disclosure [Abstract] | |
2022 (remaining) | $ 9,854 |
2023 | 36,773 |
2024 | 30,918 |
2025 | 26,554 |
2026 | 21,785 |
2027 and thereafter | 34,261 |
Total future minimum lease payments | 160,145 |
Less: interest | (22,548) |
Total lease obligations | $ 137,597 |
Net Income Per Common Unit - Ad
Net Income Per Common Unit - Additional Information (Details) - shares | 9 Months Ended | |
Jun. 25, 2022 | Jun. 26, 2021 | |
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) | 633,125 | 464,597 |
Long-Term Borrowings - Summary
Long-Term Borrowings - Summary of Long-Term Borrowings (Details) - USD ($) $ in Thousands | Jun. 25, 2022 | Sep. 25, 2021 |
Debt Instrument [Line Items] | ||
Long-term borrowings, Subtotal | $ 1,091,400 | $ 1,132,000 |
Less: unamortized debt issuance costs | (12,700) | (13,986) |
Long-term borrowings | 1,078,700 | 1,118,014 |
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 | $ 91,400 | $ 132,000 |
Long-Term Borrowings - Summar_2
Long-Term Borrowings - Summary of Long-Term Borrowings (Parenthetical) (Details) | 9 Months Ended | 12 Months Ended | |
Mar. 05, 2020 | Jun. 25, 2022 | Sep. 25, 2021 | |
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 | Mar. 01, 2027 | |
5.0 % Senior Notes due June 1, 2031 [Member] | |||
Debt Instrument [Line Items] | |||
Stated interest rate (in hundredths) | 5% | 5% | |
Maturity date | Jun. 01, 2031 | Jun. 01, 2031 | |
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 | 9 Months Ended | 12 Months Ended | |
Mar. 05, 2020 | Mar. 26, 2022 | Jun. 25, 2022 | Sep. 25, 2021 | |
Debt Instrument [Line Items] | ||||
Ownership interest in Suburban Energy Finance Corp (in hundredths) | 100% | |||
Long-term borrowings | $ 1,091,400 | $ 1,132,000 | ||
Consolidated fixed charge coverage ratio, minimum | 1.75 | |||
Long-term debt maturities, 2022 | $ 0 | |||
Long-term debt maturities, 2023 | 0 | |||
Long-term debt maturities, 2024 | 0 | |||
Long-term debt maturities, 2025 | 91,400 | |||
Long-term debt maturities, 2026 | 0 | |||
Long-term debt maturities, 2026 and thereafter | $ 1,000,000 | |||
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% | |||
LIBOR [Member] | ||||
Debt Instrument [Line Items] | ||||
Description of applicable interest rate on borrowings | LIBOR | |||
Margin over basis rate (in hundredths) | 1% | |||
Amended Credit Agreement Due 2025 [Member] | ||||
Debt Instrument [Line Items] | ||||
Weighted average interest rate (in hundredths) | 4.62% | |||
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] | ||||
Description of applicable interest rate on borrowings | LIBOR | |||
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 | $ 91,400 | 132,000 | ||
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 | $ 48,862 | |||
Standby letters of credit issued under the Revolving Credit Facility, expiration date | Apr. 30, 2023 | |||
Revolving Credit Facility [Member] | Third Amended and Restated Credit [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term borrowings | $ 91,400 | $ 132,000 | ||
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% | ||
Maturity date | 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% | ||
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% | |||
Aggregate principal amount | $ 650,000 | |||
5.5% Senior Notes due June 1, 2024 [Member] | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate (in hundredths) | 5.50% | |||
5.75% Senior Notes due March 1, 2025 [Member] | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate (in hundredths) | 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% | |||
Maturity date | Mar. 01, 2027 | |||
Date public offering completed | Feb. 14, 2017 | |||
Ownership interest in Suburban Energy Finance Corp (in hundredths) | 100% | |||
Long-term borrowings | $ 350,000 | $ 350,000 | ||
Percentage of principal amount at which debt was issued (in hundredths) | 100% | |||
Percentage of the principal amount repurchase offer under change of control provision (in hundredths) | 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% | |||
Senior Notes [Member] | 5.0 % Senior Notes due June 1, 2031 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term borrowings | $ 650,000 | $ 650,000 | ||
Percentage of the principal amount repurchase offer under change of control provision (in hundredths) | 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) | 9 Months Ended |
Jun. 25, 2022 $ / shares | |
Distributions Made to Members or Limited Partners [Abstract] | |
Distributions to its partners | 45 days |
Declaration date of quarterly distribution | Jul. 21, 2022 |
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 | Aug. 09, 2022 |
Date of record of quarterly distribution | Aug. 02, 2022 |
Unit-Based Compensation Arran_3
Unit-Based Compensation Arrangements - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Jun. 25, 2022 | Dec. 25, 2021 | Jun. 26, 2021 | Dec. 26, 2020 | Jun. 25, 2022 | Jun. 26, 2021 | Sep. 25, 2021 | Jul. 31, 2019 | |
Distribution Equivalent Rights Plan [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Compensation expense | $ 295,000 | $ 216,000 | $ 889,000 | $ 629,000 | ||||
Distribution Equivalent Rights Plan, terms | On January 17, 2017, the Partnership adopted the Distribution Equivalent Rights Plan (the “DER Plan”), which gives the Compensation Committee of the Partnership’s Board of Supervisors 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 which are held by the grantee on the record date of the distribution, by the amount of the declared distribution per Common Unit. | |||||||
2009 Restricted Unit Plan [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Total number of Common Units authorized for issuance (in units) | 2,400,000 | |||||||
Awards Granted | 884,658 | |||||||
Aggregate grant date fair value of restricted units awarded | $ 11,471 | |||||||
2009 and 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 | ||||||
Restricted Stock Units (RSUs) [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Unrecognized compensation cost | $ 6,400,000 | $ 6,400,000 | ||||||
Weighted-average recognition period of compensation cost | 1 year | |||||||
Compensation expense | $ 2,813,000 | 2,571,000 | $ 8,422,000 | 7,524,000 | ||||
Restricted Stock Units (RSUs) [Member] | Maximum [Member] | Vesting each of the first three anniversaries of the award grant date [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Restricted unit awards vesting percentage | 33.33% | |||||||
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 | |||||||
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) | 1,800,000 | 1,800,000 | ||||||
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 of the Board of Supervisors, 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 of the Board of Supervisors for that award’s three-year measurement period. | |||||||
Compensation expense (income) | $ 2,227,000 | $ 620,000 | $ 5,499,000 | $ 3,696,000 | ||||
Liability included within accrued employment and benefit costs (or other liabilities, as applicable) related to estimated future payments under the LTIP | $ 10,698,000 | $ 10,698,000 | $ 9,184,000 | |||||
Cash payouts | $ 3,985,000 | $ 3,354,000 |
Unit-Based Compensation Arran_4
Unit-Based Compensation Arrangements - Summary of Activity For Restricted Units Plans (Details) - 2009 Restricted Unit Plan [Member] | 9 Months Ended | |
Jun. 25, 2022 $ / shares shares | ||
Units [Rollforward] | ||
Outstanding, beginning of period (in units) | shares | 1,231,863 | |
Awarded (in units) | shares | 884,658 | |
Forfeited (in units) | shares | (12,346) | |
Vested (in units) | shares | (575,630) | [1] |
Outstanding, end of period (in units) | shares | 1,528,545 | |
Weighted Average Grant Date Fair Value Per Unit [Abstract] | ||
Outstanding, beginning of period (in dollars per unit) | $ / shares | $ 15.26 | |
Awarded (in dollars per unit) | $ / shares | 12.97 | |
Forfeited (in dollars per unit) | $ / shares | (13.85) | |
Vested (in dollars per unit) | $ / shares | (16.36) | [1] |
Outstanding, end of period (in dollars per unit) | $ / shares | $ 13.53 | |
[1] During fiscal 2022, the Partnership withheld 138,039 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) | 9 Months Ended |
Jun. 25, 2022 shares | |
2009 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 | 138,039 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | Jun. 25, 2022 | Sep. 25, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Accrued insurance liabilities | $ 65,416 | $ 66,124 |
Portion of the estimated liability that exceeds insurance deductibles | $ 15,748 | $ 16,101 |
Guarantees - Additional Informa
Guarantees - Additional Information (Details) | 9 Months Ended |
Jun. 25, 2022 USD ($) | |
Guarantees [Abstract] | |
Transportation equipment remaining lease periods | 2032 |
Maximum potential amount of aggregate future payments Partnership could be required to make | $ 39,461,000 |
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 | 9 Months Ended | |||
Jun. 25, 2022 | Jun. 26, 2021 | Mar. 27, 2021 | Jun. 25, 2022 | Jun. 26, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Pension settlement charge | $ (634) | $ (712) | |||
Pension Benefits [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Interest cost | $ 559 | $ 534 | 1,678 | 1,602 | |
Expected return on plan assets | (353) | (319) | 1,061 | (957) | |
Amortization of net loss (gain) | 598 | 899 | (1,797) | 2,695 | |
Pension settlement charge | 634 | 142 | $ 570 | 634 | 712 |
Net periodic benefit cost | 1,438 | 1,256 | 3,048 | 4,052 | |
Postretirement Benefits [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Interest cost | 20 | 20 | 60 | 58 | |
Amortization of prior service credits | (124) | (124) | (373) | (373) | |
Amortization of net loss (gain) | (181) | (182) | 543 | (543) | |
Net periodic benefit cost | $ (285) | $ (286) | $ (856) | $ (858) |
Pension Plans and Other Postr_4
Pension Plans and Other Postretirement Benefits - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Jun. 25, 2022 | Jun. 26, 2021 | Mar. 27, 2021 | Jun. 25, 2022 | Jun. 26, 2021 | Sep. 25, 2021 | |
Components of net periodic benefit costs included in operating expenses [Abstract] | ||||||
Contribution to defined pension benefit plan | $ 2,220 | $ 5,255 | ||||
Pension settlement charge | (634) | (712) | ||||
Estimated obligation due to full withdrawal multi employer pension plans | $ 22,766 | 22,766 | $ 23,567 | |||
Defined Benefit Pension Plan [Member] | ||||||
Components of net periodic benefit costs included in operating expenses [Abstract] | ||||||
Defined benefit plan expected future benefit payments | 3,330 | 3,330 | ||||
Settlement threshold amount | 2,238 | $ 2,135 | $ 2,135 | |||
Pension settlement charge | 634 | $ 142 | $ 570 | 634 | $ 712 | |
Defined Benefit Pension Plan [Member] | Other, Net [Member] | ||||||
Components of net periodic benefit costs included in operating expenses [Abstract] | ||||||
Contribution to defined pension benefit plan | 2,220 | |||||
Post-Retirement Benefits [Member] | ||||||
Components of net periodic benefit costs included in operating expenses [Abstract] | ||||||
Defined benefit plan expected future benefit payments | $ 710 | 710 | ||||
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 | $ 480 |
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 | 9 Months Ended | |||
Jun. 25, 2022 | Jun. 26, 2021 | Jun. 25, 2022 | Jun. 26, 2021 | ||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||
Balance beginning | $ (16,996) | $ (24,020) | $ (17,584) | $ (25,776) | |
Recognition in earnings of net actuarial loss for pension settlement | 634 | 142 | 634 | 712 | |
Reclassifications to earnings | 293 | 593 | 881 | 1,779 | |
Other comprehensive income | 927 | 735 | 1,515 | 2,491 | |
Balance ending | (16,069) | (23,285) | (16,069) | (23,285) | |
Pension Benefits [Member] | |||||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||
Balance beginning | (22,104) | (29,920) | (23,303) | (32,286) | |
Recognition in earnings of net actuarial loss for pension settlement | [1] | 634 | 142 | 634 | 712 |
Reclassifications to earnings | [1] | 598 | 899 | 1,797 | 2,695 |
Other comprehensive income | 1,232 | 1,041 | 2,431 | 3,407 | |
Balance ending | (20,872) | (28,879) | (20,872) | (28,879) | |
Post-Retirement Benefits [Member] | |||||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||
Balance beginning | 5,108 | 5,900 | 5,719 | 6,510 | |
Amortization of net gain and prior service credits | [1] | (305) | (306) | (916) | (916) |
Other comprehensive income | (305) | (306) | (916) | (916) | |
Balance ending | $ 4,803 | $ 5,594 | $ 4,803 | $ 5,594 | |
[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) $ in Thousands | 3 Months Ended |
Dec. 25, 2021 USD ($) | |
Income Tax Disclosure [Abstract] | |
Discrete deferred tax benefit | $ 638 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 9 Months Ended |
Jun. 25, 2022 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 | 9 Months Ended | |||
Jun. 25, 2022 | Jun. 26, 2021 | Jun. 25, 2022 | Jun. 26, 2021 | Sep. 25, 2021 | |
Revenues [Abstract] | |||||
Total revenues | $ 300,332 | $ 238,085 | $ 1,263,834 | $ 1,080,514 | |
Operating income (loss): | |||||
Total operating income | 14,771 | 8,003 | 243,988 | 212,846 | |
Reconciliation to net (loss) income: | |||||
Loss on debt extinguishment | 0 | 16,029 | 0 | 16,029 | |
Interest expense, net | 15,004 | 16,737 | 45,557 | 52,964 | |
Other, net | 2,031 | 1,085 | 4,395 | 3,745 | |
Provision for income taxes | 271 | 173 | 171 | 936 | |
Net (loss) income | (2,535) | (26,021) | 193,865 | 139,172 | |
Depreciation and amortization [Abstract] | |||||
Total depreciation and amortization | 14,009 | 27,254 | 44,356 | 82,617 | |
Assets [Abstract] | |||||
Total assets | 2,115,395 | 2,115,395 | $ 2,051,730 | ||
Operating/Reportable Segments [Member] | Fuel Oil and Refined Fuels [Member] | |||||
Revenues [Abstract] | |||||
Total revenues | 19,274 | 11,314 | 83,741 | 59,075 | |
Operating income (loss): | |||||
Total operating income | (308) | (433) | 8,571 | 9,800 | |
Depreciation and amortization [Abstract] | |||||
Total depreciation and amortization | 420 | 429 | 1,276 | 1,225 | |
Assets [Abstract] | |||||
Total assets | 52,229 | 52,229 | 47,039 | ||
Operating/Reportable Segments [Member] | Natural Gas and Electricity [Member] | |||||
Revenues [Abstract] | |||||
Total revenues | 7,547 | 5,835 | 31,165 | 23,461 | |
Operating income (loss): | |||||
Total operating income | 792 | 1,103 | 5,912 | 6,466 | |
Depreciation and amortization [Abstract] | |||||
Total depreciation and amortization | 6 | 6 | 16 | 18 | |
Assets [Abstract] | |||||
Total assets | 11,040 | 11,040 | 11,275 | ||
Operating/Reportable Segments [Member] | All Other [Member] | |||||
Revenues [Abstract] | |||||
Total revenues | 12,877 | 12,247 | 40,356 | 39,337 | |
Operating income (loss): | |||||
Total operating income | (5,998) | (5,117) | (16,790) | (14,410) | |
Depreciation and amortization [Abstract] | |||||
Total depreciation and amortization | 45 | 47 | 135 | 141 | |
Assets [Abstract] | |||||
Total assets | 47,818 | 47,818 | 17,767 | ||
Operating/Reportable Segments [Member] | Corporate [Member] | |||||
Operating income (loss): | |||||
Total operating income | (31,893) | (29,010) | (93,844) | (86,165) | |
Depreciation and amortization [Abstract] | |||||
Total depreciation and amortization | 1,484 | 1,689 | 5,377 | 5,471 | |
Assets [Abstract] | |||||
Total assets | 43,681 | 43,681 | 40,250 | ||
Operating/Reportable Segments [Member] | Propane [Member] | |||||
Revenues [Abstract] | |||||
Total revenues | 260,634 | 208,689 | 1,108,572 | 958,641 | |
Operating income (loss): | |||||
Total operating income | 52,178 | 41,460 | 340,139 | 297,155 | |
Depreciation and amortization [Abstract] | |||||
Total depreciation and amortization | 12,054 | $ 25,083 | 37,552 | $ 75,762 | |
Assets [Abstract] | |||||
Total assets | $ 1,960,627 | $ 1,960,627 | $ 1,935,399 |
Subsequent Event (Additional In
Subsequent Event (Additional Information) (Details) - Propane Retailer Headquartered In New Mexico [Member] $ in Thousands | Jun. 13, 2022 USD ($) |
Subsequent Event [Line Items] | |
Business acquisition, cost of acquired, cash paid | $ 19,420 |
Noncompete Agreements [Member] | |
Subsequent Event [Line Items] | |
Business acquisition, cost of acquired, cash paid | $ 1,000 |