8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

February 4, 2021

Commission File Number: 1-14222

SUBURBAN PROPANE PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

Delaware	22-3410353
(State or Other Jurisdiction	(IRS Employer
of Incorporation)	Identification No.)

240 Route 10 West

Whippany, New Jersey 07981

(973) 887-5300

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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

ITEM 2.02.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

The following information, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On February 4, 2021, the Partnership issued a press release (the “Press Release”) describing its Fiscal 2021 First Quarter Financial Results.  A copy of the Press Release has been furnished as Exhibit 99.1 to this Current Report.

Within the Press Release, we reference net income before deducting interest expense, income taxes, depreciation and amortization (“EBITDA”) which is considered a non-GAAP financial measure.  Additionally, we discuss EBITDA excluding the unrealized net gain or loss from mark-to-market activity for derivative instruments and certain other items (“Adjusted EBITDA”).  Our calculations of EBITDA and Adjusted EBITDA are presented in the Press Release furnished as Exhibit 99.1 to this Current Report.

We provide these non-GAAP financial measures because we believe that they provide the investment community with supplemental measures of operating performance.  In addition, we believe that these non-GAAP financial measures provide useful information to investors and industry analysts to evaluate our operating results.  

We also reference gross margins, computed as revenues less cost of products sold as those amounts are reported on the consolidated financial statements.  Since cost of products sold does not include depreciation and amortization expense, the gross margin we reference is considered a non-GAAP financial measure.  Given the nature of our business, the level of profitability in the retail propane, fuel oil, and natural gas and electricity businesses is largely dependent on the difference between retail sales price and product cost.  Therefore, we discuss gross margins in order to provide investors and industry analysts with useful information to facilitate their understanding of the impact of the commodity prices on profitability.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

99.1	Press Release of Suburban Propane Partners, L.P. dated February 4, 2021, describing the Fiscal 2021 First Quarter Financial Results.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

February 4, 2021	SUBURBAN PROPANE PARTNERS, L.P.
	By:	/s/ MICHAEL A. KUGLIN
	Name:	Michael A. Kuglin
	Title:	Chief Financial Officer & Chief Accounting Officer

EX-99.1

Exhibit 99.1

  News Release Contact: Michael A. Kuglin Chief Financial Officer & Chief Accounting Officer P.O. Box 206, Whippany, NJ 07981-0206 Phone: 973-503-9252

FOR IMMEDIATE RELEASE

Suburban Propane Partners, L.P.

Announces First Quarter Results

Whippany, New Jersey, February 4, 2021 -- Suburban Propane Partners, L.P. (NYSE:SPH), a nationwide distributor of propane, fuel oil and related products and services, as well as a marketer of natural gas and electricity, today announced earnings for its first quarter ended December 26, 2020.

Net income for the first quarter of fiscal 2021 was $38.0 million, or $0.61 per Common Unit, compared to net income of $40.2 million, or $0.65 per Common Unit, in the prior year first quarter.   Excluding the effects of non-cash items, including the equity in earnings of an unconsolidated affiliate and unrealized mark-to-market adjustments on derivative instruments in both years, adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA, as defined and reconciled below) amounted to $80.0 million for the first quarter of fiscal 2021, compared to $85.4 million in the prior year first quarter.

In announcing these results, President and Chief Executive Officer Michael A. Stivala said, “Unseasonably warm weather dominated the start of the fiscal 2021 heating season, with November registering as one of the warmest on record, which negatively impacted customer demand during the quarter.  With the ongoing effects of COVID-19, we have also continued to experience a shift in customer demand patterns that started in the second half of the prior fiscal year, with softness in certain commercial applications offset to an extent by increased usage in our residential and certain other customer segments that benefitted from stay-at-home initiatives and the demand for temporary, portable energy solutions. On the strategic front, we continued to advance our strategic growth initiatives with the acquisition of a well-run propane business in the North Carolina market, as well as further investments in Oberon Fuels to support our collective efforts to commercialize renewable dimethyl ether (rDME).  We also made great strides in advancing our Go Green corporate initiative with the recent official registration of our Go Green with Suburban Propane logo with the United States Patent and Trademark Office.  With plenty of the 2020-2021 heating season still ahead, our business is very well positioned to meet increased heat-related demand, to adapt to changing demand patterns; including in the event of continued unseasonably warm weather, and to continue to advance our strategic growth initiatives.”

Retail propane gallons sold in the first quarter of fiscal 2021 of 111.7 million gallons decreased 7.8% compared to the prior year first quarter.  According to the National Oceanic and Atmospheric Administration, average temperatures (as measured by heating degree days) across all of the Partnership’s service territories for the first quarter of fiscal 2021 were 13% warmer than normal and 9% warmer than the prior year first quarter. The decrease in heating degrees days compared to the prior year were concentrated in the months of October and November as average temperatures for the two-month period were 20% warmer than the prior year and 18% warmer than normal.  The unseasonably warm temperatures were widespread and experienced across nearly all of our service territories, particularly in our east coast and mid-west markets.  

Revenues in the first quarter of fiscal 2021 of $305.2 million decreased $28.7 million, or 8.6%, compared to the prior year first quarter, primarily due to lower propane volumes sold, offset somewhat by higher retail selling prices associated with higher wholesale product costs.  Average posted propane prices (basis Mont Belvieu, Texas) for the first quarter of fiscal 2021 were 14.9% higher than both the prior year first quarter and the prior sequential quarter.   Cost of products sold for the first quarter of fiscal 2021 of $103.4 million decreased $15.2 million, or 12.8%, compared to the prior year first quarter, primarily due to lower propane volumes sold, partially offset by higher propane wholesale product costs.  Cost of products sold included a $4.9 million unrealized non-cash gain in the fiscal 2021 first quarter, compared to a $2.8 million

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unrealized non-cash gain in the prior year first quarter. These unrealized mark-to-market adjustments are excluded from Adjusted EBITDA for both periods in the table below.

Combined operating and general and administrative expenses of $116.1 million for the first quarter of fiscal 2021 decreased $10.0 million, or 8.0%, compared to the prior year first quarter, primarily due to lower variable volume-related operating costs, savings from various cost containment efforts, including lower payroll and benefit-related costs, and lower variable compensation expenses.  The prior year first quarter included a charge of approximately $5.0 million for the settlement of certain product liability and other legal matters.  

Total debt outstanding as of December 2020 was $49.7 million lower than as of December 2019, and the Consolidated Leverage Ratio for the trailing twelve-month period ending December 26, 2020 was 4.86x.  

As previously announced on January 21, 2021, the Partnership’s Board of Supervisors declared a quarterly distribution of $0.30 per Common Unit for the three months ended December 26, 2020. On an annualized basis, this distribution rate equates to $1.20 per Common Unit. The distribution is payable on February 9, 2021 to Common Unitholders of record as of February 2, 2021.

About Suburban Propane Partners, L.P.

Suburban Propane Partners, L.P. is a publicly-traded master limited partnership listed on the New York Stock Exchange. Headquartered in Whippany, New Jersey, Suburban has been in the customer service business since 1928. The Partnership serves the energy needs of approximately 1.0 million residential, commercial, industrial and agricultural customers through approximately 700 locations in 41 states.

Forward-Looking Statements

This press release contains certain forward-looking statements relating to future business expectations and financial condition and results of operations of the Partnership, based on management’s current good faith expectations and beliefs concerning future developments.  These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those discussed or implied in such forward-looking statements, including the following:

• The impact of weather conditions on the demand for propane, fuel oil and other refined fuels, natural gas and electricity;

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

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

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

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

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

• The ability of the Partnership to acquire and maintain reliable transportation for its propane, fuel oil and other refined fuels;

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

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

• The ability of management to continue to control expenses;

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• The impact of changes in applicable statutes and government regulations, or their interpretations, including those relating to the environment and climate change, derivative instruments and other regulatory developments on the Partnership’s business;

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

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

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

• The Partnership’s ability to make strategic acquisitions and successfully integrate them;

• The ability of the Partnership to continue to combat cybersecurity threats to our networks and information technology;

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

• The operating, legal and regulatory risks the Partnership may face; and

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

Some of these risks and uncertainties are discussed in more detail in the Partnership’s Annual Report on Form 10-K for its fiscal year ended September 26, 2020 and other periodic reports filed with the SEC.  Readers are cautioned not to place undue reliance on forward-looking statements, which reflect management’s view only as of the date made. The Partnership undertakes no obligation to update any forward-looking statement, except as otherwise required by law.  

# # #

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Suburban Propane Partners, L.P. and Subsidiaries

Consolidated Statements of Operations

For the Three Months Ended December 26, 2020 and December 28, 2019

(in thousands, except per unit amounts)

(unaudited)

	Three Months Ended
	December 26, 2020		December 28, 2019
Revenues
Propane	$	268,624	$	285,425
Fuel oil and refined fuels		15,750		25,891
Natural gas and electricity		6,876		8,721
All other		13,941		13,841
		305,191		333,878
Costs and expenses
Cost of products sold		103,379		118,600
Operating		97,979		106,876
General and administrative		18,130		19,274
Depreciation and amortization		28,017		29,274
		247,505		274,024
Operating income		57,686		59,854
Interest expense, net		18,135		19,072
Other, net		1,078		978
Income before provision for (benefit from) income taxes		38,473		39,804
Provision for (benefit from) income taxes		496		(359	)
Net income	$	37,977	$	40,163
Net income per Common Unit - basic	$	0.61	$	0.65
Weighted average number of Common Units outstanding - basic		62,544		62,142
Net income per Common Unit - diluted	$	0.61	$	0.64
Weighted average number of Common Units outstanding - diluted		62,741		62,414
Supplemental Information:
EBITDA (a)	$	84,625	$	88,150
Adjusted EBITDA (a)	$	80,021	$	85,374
Retail gallons sold:
Propane		111,683		121,151
Refined fuels		6,406		8,437
Capital expenditures:
Maintenance	$	2,788	$	4,385
Growth	$	3,024	$	8,654

(more)

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(a) EBITDA represents net income before deducting interest expense, income taxes, depreciation and amortization. Adjusted EBITDA represents EBITDA excluding the unrealized net gain or loss on mark-to-market activity for derivative instruments and other items, as applicable, as provided in the table below. Our management uses EBITDA and Adjusted EBITDA as supplemental measures of operating performance and we are including them because we believe that they provide our investors and industry analysts with additional information that we determined is useful to evaluate our operating results.

EBITDA and Adjusted EBITDA are not recognized terms under accounting principles generally accepted in the United States of America (“US GAAP”) and should not be considered as an alternative to net income or net cash provided by operating activities determined in accordance with US GAAP.  Because EBITDA and Adjusted EBITDA as determined by us excludes some, but not all, items that affect net income, they may not be comparable to EBITDA and Adjusted EBITDA or similarly titled measures used by other companies.

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

	Three Months Ended
	December 26, 2020			December 28, 2019
Net income	$	37,977		$	40,163
Add:
Provision for (benefit from) income taxes		496			(359	)
Interest expense, net		18,135			19,072
Depreciation and amortization		28,017			29,274
EBITDA		84,625			88,150
Unrealized non-cash (gains) on changes in fair value of derivatives		(4,855	)		(2,776	)
Equity in earnings of unconsolidated affiliate		251			—
Adjusted EBITDA	$	80,021		$	85,374

The unaudited financial information included in this document is intended only as a summary provided for your convenience, and should be read in conjunction with the complete consolidated financial statements of the Partnership (including the Notes thereto, which set forth important information) contained in its Quarterly Report on Form 10-Q to be filed by the Partnership with the United States Securities and Exchange Commission ("SEC").  Such report, once filed, will be available on the public EDGAR electronic filing system maintained by the SEC.

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XML

Document and Entity Information	Feb. 04, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 04, 2021
Entity Registrant Name	SUBURBAN PROPANE PARTNERS LP
Entity Central Index Key	0001005210
Entity File Number	1-14222
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
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Units
Trading Symbol	SPH
Security Exchange Name	NYSE