10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

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

For the quarterly period ended December 25, 2021

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

Commission File Number:  1-14222

SUBURBAN PROPANE PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

Delaware	22-3410353
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

240 Route 10 West

Whippany, NJ 07981

(973)  887-5300

(Address, including zip code, and telephone number,

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

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

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

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

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

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

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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

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

At January 31, 2022, there were 62,965,218 Common Units of Suburban Propane Partners, L.P. outstanding.

SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES

INDEX TO FORM 10-Q

		Page
	PART I. FINANCIAL INFORMATION	1
ITEM 1.	FINANCIAL STATEMENTS (UNAUDITED)	1
	Condensed Consolidated Balance Sheets as of December 25, 2021 and September 25, 2021	1
	Condensed Consolidated Statements of Operations for the three months ended December 25, 2021 and December 26, 2020	2
	Condensed Consolidated Statements of Comprehensive Income for the three months ended December 25, 2021 and December 26, 2020	3
	Condensed Consolidated Statements of Cash Flows for the three months ended December 25, 2021 and December 26, 2020	4
	Condensed Consolidated Statements of Partners’ Capital for the three months ended December 25, 2021 and December 26, 2020	5
	Notes to Condensed Consolidated Financial Statements	6
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	21
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	29
ITEM 4.	CONTROLS AND PROCEDURES	30
	PART II. OTHER INFORMATION	31
ITEM 1.	LEGAL PROCEEDINGS	31
ITEM 1A.	RISK FACTORS	31
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	31
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	31
ITEM 4.	MINE SAFETY DISCLOSURES	31
ITEM 5.	OTHER INFORMATION	31
ITEM 6.	EXHIBITS	32
SignaturEs		33

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

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

• 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 attract and retain employees and key personnel to support the growth of our business;

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

• The impact of customer conservation, energy efficiency 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;

• 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 its 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 most recent Annual Report under “Risk Factors.”

Some of these Forward-Looking Statements are discussed in more detail in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report.  Reference is also made to the risk factors discussed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended September 25, 2021.  On different occasions, the Partnership or its representatives have made or may make Forward-Looking Statements in other filings with the SEC, press releases or oral statements made by or with the approval of one of the Partnership’s authorized executive officers.  Readers are cautioned not to place undue reliance on Forward-Looking Statements, which reflect management’s view only as of the date made.  The Partnership undertakes no obligation to update any Forward-Looking Statement or Cautionary Statement, except as required by law.  All subsequent written and oral Forward-Looking Statements attributable to the Partnership or persons acting on its behalf are expressly qualified in their entirety by the Cautionary Statements in this Quarterly Report and in future SEC reports.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)

	December 25,			September 25,
	2021			2021
ASSETS
Current assets:
Cash and cash equivalents	$	3,528		$	5,808
Accounts receivable, less allowance for doubtful accounts of $3,632 and    $3,332, respectively		123,056			71,372
Inventories		68,619			61,802
Other current assets		28,175			41,126
Total current assets		223,378			180,108
Property, plant and equipment, net		563,701			569,130
Operating lease right-of-use assets		140,428			129,999
Goodwill		1,107,026			1,107,026
Other intangible assets, net		37,829			39,263
Other assets		24,564			26,204
Total assets	$	2,096,926		$	2,051,730
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities:
Accounts payable	$	66,273		$	39,169
Accrued employment and benefit costs		23,392			40,814
Customer deposits and advances		100,410			111,727
Operating lease liabilities		32,752			30,878
Other current liabilities		56,301			64,558
Total current liabilities		279,128			287,146
Long-term borrowings		1,162,842			1,118,014
Accrued insurance		54,143			49,424
Operating lease liabilities		106,845			98,532
Other liabilities		66,620			73,193
Total liabilities		1,669,578			1,626,309
Commitments and contingencies
Partners’ capital:
Common Unitholders (62,964 and 62,538 units issued and outstanding at    December 25, 2021 and September 25, 2021, respectively)		444,638			443,005
Accumulated other comprehensive loss		(17,290	)		(17,584	)
Total partners’ capital		427,348			425,421
Total liabilities and partners’ capital	$	2,096,926		$	2,051,730

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

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SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per unit amounts)

(unaudited)

	Three Months Ended
	December 25,			December 26,
	2021			2020
Revenues
Propane	$	331,117		$	268,624
Fuel oil and refined fuels		20,966			15,750
Natural gas and electricity		9,223			6,876
All other		14,101			13,941
		375,407			305,191
Costs and expenses
Cost of products sold		196,338			103,379
Operating		105,730			97,979
General and administrative		19,798			18,130
Depreciation and amortization		16,285			28,017
		338,151			247,505
Operating income		37,256			57,686
Interest expense, net		15,299			18,135
Other, net		1,130			1,078
Income before (benefit from) provision for income taxes		20,827			38,473
(Benefit from) provision for income taxes		(471	)		496
Net income	$	21,298		$	37,977
Net income per Common Unit - basic	$	0.34		$	0.61
Weighted average number of Common Units outstanding - basic		63,032			62,544
Net income per Common Unit - diluted	$	0.34		$	0.61
Weighted average number of Common Units outstanding - diluted		63,309			62,741

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

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SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)

	Three Months Ended
	December 25,		December 26,
	2021		2020
Net income	$	21,298	$	37,977
Other comprehensive income:
Amortization of net actuarial losses and prior service    credits into earnings		294		593
Other comprehensive income		294		593
Total comprehensive income	$	21,592	$	38,570

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

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SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Three Months Ended
	December 25,			December 26,
	2021			2020
Cash flows from operating activities:
Net income	$	21,298		$	37,977
Adjustments to reconcile net income to net cash (used in) provided by operations:
Depreciation and amortization		16,285			28,017
Compensation costs recognized under Restricted Unit Plans		2,709			2,358
Other, net		1,092			724
Changes in assets and liabilities:
Accounts receivable		(51,684	)		(51,472	)
Inventories		(6,817	)		(9,514	)
Other current and noncurrent assets		4,308			(14,889	)
Accounts payable		27,290			23,831
Accrued employment and benefit costs		(17,468	)		(12,261	)
Customer deposits and advances		(11,317	)		(11,005	)
Other current and noncurrent liabilities		969			10,468
Net cash (used in) provided by operating activities		(13,335	)		4,234
Cash flows from investing activities:
Capital expenditures		(10,673	)		(5,812	)
Investment in and acquisition of businesses		(850	)		(6,078	)
Proceeds from sale of property, plant and equipment		1,152			676
Net cash (used in) investing activities		(10,371	)		(11,214	)
Cash flows from financing activities:
Proceeds from borrowings under revolving credit facility		114,600			93,900
Repayments of borrowings under revolving credit facility		(70,200	)		(63,700	)
Partnership distributions		(20,325	)		(18,644	)
Other, net		(2,649	)		(2,403	)
Net cash provided by financing activities		21,426			9,153
Net (decrease) increase in cash and cash equivalents		(2,280	)		2,173
Cash and cash equivalents at beginning of period		5,808			3,140
Cash and cash equivalents at end of period	$	3,528		$	5,313

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

4

SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL

(in thousands)

(unaudited)

	Three Months Ended December 25, 2021
						Accumulated
						Other			Total
	Number of		Common			Comprehensive			Partners’
	Common Units		Unitholders			(Loss)			Capital
Balance, beginning of period		62,538	$	443,005		$	(17,584	)	$	425,421
Net income				21,298						21,298
Other comprehensive income							294			294
Partnership distributions				(20,325	)					(20,325	)
Common Units issued under Restricted Unit Plans		426		(2,049	)					(2,049	)
Compensation costs recognized under Restricted Unit Plans				2,709						2,709
Balance, end of period		62,964	$	444,638		$	(17,290	)	$	427,348

	Three Months Ended December 26, 2020
						Accumulated
						Other			Total
	Number of		Common			Comprehensive			Partners’
	Common Units		Unitholders			(Loss)			Capital
Balance, beginning of period		62,146	$	388,157		$	(25,776	)	$	362,381
Net income				37,977						37,977
Other comprehensive income							593			593
Partnership distributions				(18,644	)					(18,644	)
Common Units issued under Restricted Unit Plans		376		(1,503	)					(1,503	)
Compensation costs recognized under Restricted Unit Plans				2,358						2,358
Balance, end of period		62,522	$	408,345		$	(25,183	)	$	383,162

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

5

SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(unaudited)

1. Partnership Organization and Formation

Suburban Propane Partners, L.P. (the “Partnership”) is a publicly traded Delaware limited partnership principally engaged, through its operating partnership and subsidiaries, in the retail marketing and distribution of propane, fuel oil and refined fuels, as well as the marketing of natural gas and electricity in deregulated markets.  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 62,963,712 Common Units outstanding at December 25, 2021.  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.

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 and services businesses are structured as either limited liability companies that are treated as corporations or corporate entities (collectively referred to as the “Corporate Entities”) and, as such, are subject to corporate level U.S. income tax.

Suburban Energy Finance Corp., a direct 100%-owned subsidiary of the Partnership, was formed on November 26, 2003 to serve as co-issuer, jointly and severally with the Partnership, of the Partnership’s senior notes.

2. Basis of Presentation

Principles of Consolidation.  The condensed consolidated financial statements include the accounts of the Partnership, the Operating Partnership and all of its direct and indirect subsidiaries.  All significant intercompany transactions and account balances have been eliminated.  The Partnership consolidates the results of operations, financial condition and cash flows of the Operating Partnership as a result of the Partnership’s 100% limited partner interest in the Operating Partnership.

The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”).  They include all adjustments that the Partnership considers necessary for a fair statement of the results of operations, financial position and cash flows for the interim periods presented.  Such adjustments consist only of normal recurring items, unless otherwise disclosed.  These financial statements should be read in conjunction with the financial statements included in the Partnership’s Annual Report on Form 10-K for the fiscal year ended September 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.

6

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.

7

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.

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%, 6% and 2%, respectively, of the Partnership’s revenue from its reportable segments for all periods presented.  The propane segment contributes the majority of the Partnership’s revenue and the concentration of revenue by customer type for the propane segment is not materially different from the consolidated revenue.

	Three Months Ended
	December 25,		December 26,
	2021		2020
Retail
Residential	$	198,005	$	174,711
Commercial		110,952		79,440
Industrial		34,194		25,795
Agricultural		13,803		11,138
Government		15,984		11,900
Wholesale		2,469		2,207
Total revenues	$	375,407	$	305,191

The Partnership recognized $33,288 and $32,419 of revenue during the three months ended December 25, 2021 and December 26, 2020, respectively, for annually billed tank rent, maintenance service contracts, fixed price contracts and budgetary programs where customer consideration was received at the start of the contract period, and which was included in contract liabilities as of the beginning of each respective period. Contract assets of $8,122 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 December 25, 2021 and September 25, 2021, respectively.

4. Investments in and Acquisition of Businesses

The Operating Partnership owns a 39% equity stake in Oberon Fuels, Inc. (“Oberon”) based in San Diego, California and 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 begin commercializing a propane+rDME blended product.  During the first quarter of fiscal 2022, the Operating Partnership purchased an additional secured convertible note issued by Oberon.  These 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.  The investment in Oberon is being accounted for under the equity method of accounting, included within “Other assets” within the condensed consolidated balance sheets, and the Partnership’s equity in Oberon’s earnings are included within “Other, net” within the condensed consolidated statements of operations.

During the first quarter of fiscal 2022, the Operating Partnership acquired certain assets from a propane retailer for $500 including non-compete consideration.

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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 quarter 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.

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The following summarizes the fair value of the Partnership’s derivative instruments and their location in the condensed consolidated balance sheets as of December 25, 2021 and September 25, 2021, respectively:

	As of December 25, 2021			As of September 25, 2021
Asset Derivatives	Location	Fair Value		Location	Fair Value
Derivatives not designated as    hedging instruments:
Commodity-related derivatives	Other current assets	$	13,800	Other current assets	$	53,019
	Other assets		—	Other assets		1,813
		$	13,800		$	54,832
Liability Derivatives	Location	Fair Value		Location	Fair Value
Derivatives not designated as    hedging instruments:
Commodity-related derivatives	Other current liabilities	$	2,491	Other current liabilities	$	8,715
	Other liabilities		—	Other liabilities		1,632
		$	2,491		$	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 Unobservable Inputs (Level 3)
	Three Months Ended						Three Months Ended
	December 25, 2021						December 26, 2020
	Assets			Liabilities			Assets		Liabilities
Beginning balance of over-the-counter options	$	4,626		$	(451	)	$	—	$	—
Beginning balance realized during the period		(1,629	)		—			—		—
Contracts purchased during the period		—			—			—		—
Change in the fair value of outstanding contracts		(2,137	)		3			—		—
Ending balance of over-the-counter options	$	860		$	(448	)	$	—	$	—

As of December 25, 2021 and September 25, 2021, the Partnership’s outstanding commodity-related derivatives had a weighted average maturity of approximately four months.

The effect of the Partnership’s derivative instruments on the condensed consolidated statements of operations for the three months ended December 25, 2021 and December 26, 2020 are as follows:

	Three Months Ended December 25, 2021				Three Months Ended December 26, 2020
Derivatives Not Designated as Hedging Instruments	Unrealized Gains (Losses) Recognized in Income				Unrealized Gains (Losses) Recognized in Income
	Location	Amount			Location	Amount
Commodity-related derivatives	Cost of products sold	$	(33,505	)	Cost of products sold	$	4,855

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 December 25, 2021							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	$	22,708	$	(8,908	)	$	13,800	$	76,508	$	(21,676	)	$	54,832
Liability Derivatives
Commodity-related derivatives	$	11,399	$	(8,908	)	$	2,491	$	32,023	$	(21,676	)	$	10,347

The Partnership had $-0- posted cash collateral as of December 25, 2021 and September 25, 2021 with its brokers for outstanding commodity-related derivatives.

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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
	December 25,		September 25,
	2021		2021
5.875% senior notes due March 1, 2027		363,125		367,063
5.0% senior notes due June 1, 2031		654,875		676,000
	$	1,018,000	$	1,043,063

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
	December 25,		September 25,
	2021		2021
Propane, fuel oil and refined fuels and natural gas	$	66,894	$	59,492
Appliances		1,725		2,310
	$	68,619	$	61,802

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 acquired	$	—	$	—		$	—	$	—
Balance as of December 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

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Other intangible assets consist of the following:

	As of
	December 25,			September 25,
	2021			2021
Customer relationships (1)	$	519,777		$	519,604
Non-compete agreements (1)		39,190			38,940
Other		1,967			1,967
		560,934			560,511
Less: accumulated amortization
Customer relationships		(488,006	)		(486,395	)
Non-compete agreements		(33,452	)		(33,229	)
Other		(1,647	)		(1,624	)
		(523,105	)		(521,248	)
	$	37,829		$	39,263

(1) Reflects the impact from acquisitions (See Note 4).

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 December 25, 2021.

Quantitative information on the Partnership’s lease population is as follows:

	Three Months Ended
	December 25,			December 26,
	2021			2020
Lease expense	$	9,838		$	8,933
Other information:
Cash payments for operating leases		10,074			8,941
Right-of-use assets obtained in exchange    for new operating lease liabilities		18,904			12,387
Weighted-average remaining lease term	6.1 years			6.4 years
Weighted-average discount rate		4.9	%		5.3	%

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The following table summarizes future minimum lease payments under non-cancelable operating leases as of December 25, 2021:  

Fiscal Year	Operating Leases
2022 (remaining)	$	29,735
2023		34,198
2024		28,192
2025		23,925
2026		19,280
2027 and thereafter		27,381
Total future minimum lease payments	$	162,711
Less: interest		(22,770	)
Total lease obligations	$	139,941

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 277,223 and 196,729 units for the three months ended December 25, 2021 and December 26, 2020, respectively, to reflect the potential dilutive effect of the unvested restricted units outstanding using the treasury stock method.

10. Long-Term Borrowings

Long-term borrowings consist of the following:

	As of
	December 25,			September 25,
	2021			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		176,400			132,000
Subtotal		1,176,400			1,132,000
Less: unamortized debt issuance costs		(13,558	)		(13,986	)
	$	1,162,842		$	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

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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 $176,400 and $132,000 was outstanding as of December 25, 2021 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 December 25, 2021, the interest rate for borrowings under the Revolving Credit Facility was approximately 2.16%.  The interest rate and the Applicable Rate will be reset following the end of each calendar quarter.

As of December 25, 2021, the Partnership had standby letters of credit issued under the Revolving Credit Facility of $48,862 which expire periodically through November 1, 2022.

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 December 25, 2021.

The aggregate amounts of long-term debt maturities subsequent to December 25, 2021 are as follows: fiscal 2022: $-0-; fiscal 2023: $-0-; fiscal 2024: $-0-; fiscal 2025: $176,400; fiscal 2026: $-0-; and thereafter: $1,000,000.

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 January 20, 2022, the Partnership announced a quarterly distribution of $0.325 per Common Unit, or $1.30 per Common Unit on an annualized basis, in respect of the first quarter of fiscal 2022, payable on February 8, 2022 to holders of record on February 1, 2022.

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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 three months ended December 25, 2021, the Partnership awarded 876,688 restricted units under the Restricted Unit Plans at an aggregate grant date fair value of $11,371.  The following is a summary of activity for the Restricted Unit Plans for the three months ended December 25, 2021:

				Weighted Average
	Restricted			Grant Date Fair
	Units			Value Per Unit
Outstanding September 25, 2021		1,231,863		$	15.26
Awarded		876,688			12.97
Forfeited		(1,666	)		(14.67	)
Vested (1)		(559,761	)		(16.42	)
Outstanding December 25, 2021		1,547,124		$	13.54

(1) During fiscal 2022, the Partnership withheld 133,836 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 December 25, 2021, unrecognized compensation cost related to unvested restricted units awarded under the Restricted Unit Plans amounted to $12,154.  Compensation cost associated with unvested awards is expected to be recognized over a weighted-average period of 1.1 years.  Compensation expense for the Restricted Unit Plans, net of forfeitures, for the three months ended December 25, 2021 and December 26, 2020 was $2,709 and $2,358, 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 months ended December 25, 2021 and December 26, 2020 was $299 and $207, respectively.

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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 months ended December 25, 2021 and December 26, 2020 was $2,067 and $1,820, respectively.  As of December 25, 2021, and September 25, 2021, the Partnership had a liability included within accrued employment and benefit costs (or other liabilities, as applicable) of $7,266 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.

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 December 25, 2021 and September 25, 2021, the Partnership had accrued liabilities of $66,173 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 $16,101 as of December 25, 2021 and September 25, 2021.

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 is currently a defendant in a putative class action suit in the Northern District of New York.  The complaint alleges a number of claims under various consumer statutes and common law in New York and Pennsylvania regarding pricing offered to electricity customers in those states.  The complaint was dismissed in part by the district court, but causes of action based on the New York consumer statute and breach of contract were allowed to proceed.  Based on the nature of the allegations in the suit, the Partnership believes that the suit is without merit and is defending against it vigorously.  With respect to this pending suit, the Partnership has determined, based on the allegations and discovery to date, that no reserve for a loss contingency is required.  The Partnership is unable to reasonably estimate the possible loss or range of loss, if any, arising from the action.  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.

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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 $33,997 as of December 25, 2021.  The fair value of residual value guarantees for outstanding operating leases was de minimis as of December 25, 2021 and September 25, 2021.

15. Pension Plans and Other Postretirement Benefits

The following table provides the components of net periodic benefit costs:

	Pension Benefits
	Three Months Ended
	December 25,			December 26,
	2021			2020
Interest cost	$	559		$	534
Expected return on plan assets		(354	)		(319	)
Amortization of net loss		599			898
Net periodic benefit cost	$	804		$	1,113

	Postretirement Benefits
	Three Months Ended
	December 25,			December 26,
	2021			2020
Interest cost	$	20		$	19
Amortization of prior service credits		(124	)		(124	)
Amortization of net (gain)		(181	)		(181	)
Net periodic benefit cost	$	(285	)	$	(286	)

The Partnership expects to contribute approximately $3,330 to the defined benefit pension plan during fiscal 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 $167 was contributed during the three months ended December 25, 2021. 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 December 25, 2021 and September 25, 2021, the Partnership’s estimated obligation to these MEPPs was $23,302 and $23,567, respectively, as a result of its voluntary full withdrawal from certain MEPPs.

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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 months ended December 25, 2021 and December 26, 2020:

	Three Months Ended
	December 25,			December 26,
	2021			2020
Pension Benefits
Balance, beginning of period	$	(23,303	)	$	(32,286	)
Reclassifications to earnings:
Amortization of net loss (1)		599			898
Other comprehensive income		599			898
Balance, end of period	$	(22,704	)	$	(31,388	)
Postretirement Benefits
Balance, beginning of period	$	5,719		$	6,510
Reclassifications to earnings:
Amortization of net gain and prior service credits (1)		(305	)		(305	)
Other comprehensive loss		(305	)		(305	)
Balance, end of period	$	5,414		$	6,205
Accumulated Other Comprehensive Income (Loss)
Balance, beginning of period	$	(17,584	)	$	(25,776	)
Reclassifications to earnings		294			593
Other comprehensive income		294			593
Balance, end of period	$	(17,290	)	$	(25,183	)

(1) These amounts are included in the computation of net periodic benefit cost.  See Note 15, “Pension Plans and Other Postretirement Benefits.”

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.

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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 and agricultural customers and, to a lesser extent, wholesale distribution to large industrial end users.  In the residential and commercial 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.

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.

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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
	December 25,			December 26,
	2021			2020
Revenues:
Propane	$	331,117		$	268,624
Fuel oil and refined fuels		20,966			15,750
Natural gas and electricity		9,223			6,876
All other		14,101			13,941
Total revenues	$	375,407		$	305,191
Operating income (loss):
Propane	$	66,575		$	83,604
Fuel oil and refined fuels		1,694			2,625
Natural gas and electricity		1,670			1,959
All other		(5,790	)		(5,061	)
Corporate		(26,893	)		(25,441	)
Total operating income		37,256			57,686
Reconciliation to net income:
Interest expense, net		15,299			18,135
Other, net		1,130			1,078
(Benefit from) provision for income taxes		(471	)		496
Net income	$	21,298		$	37,977
Depreciation and amortization:
Propane	$	13,734		$	25,691
Fuel oil and refined fuels		428			400
Natural gas and electricity		5			6
All other		45			47
Corporate		2,073			1,873
Total depreciation and amortization	$	16,285		$	28,017

	As of
	December 25,		September 25,
	2021		2021
Assets:
Propane	$	1,968,010	$	1,935,399
Fuel oil and refined fuels		52,101		47,039
Natural gas and electricity		13,737		11,275
All other		19,513		17,767
Corporate		43,565		40,250
Total assets	$	2,096,926	$	2,051,730

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a discussion of the financial condition and results of operations of the Partnership as of and for the three months ended December 25, 2021, as seen from our perspective.  The discussion should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the historical consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the fiscal year ended September 25, 2021.

Executive Overview

The following are factors that regularly affect our operating results and financial condition.  Our business is furthermore subject to the risks and uncertainties described in Item 1A included in the Annual Report on Form 10-K for the fiscal year ended September 25, 2021 and in this Quarterly Report.  Management currently considers the following events, trends, and uncertainties to be most important to understanding our financial condition and operating performance:  

COVID-19 Pandemic

The COVID-19 pandemic has resulted in commodity and stock market volatility, significant government stimulus and uncertainty about economic conditions that will prevail in the months ahead. In response to temporary government restrictions on businesses during much of calendar year 2020, certain of our commercial and industrial customers were forced to temporarily curtail or suspend operations, or otherwise were impacted by lower economic activity as a result of the COVID-19 pandemic. As a result, we experienced a period of lower revenues in certain customer sectors, particularly during the period from March 2020 through December 2020.  Notwithstanding those challenges, we also experienced an increase in usage in our residential and certain other customer segments that benefited from stay-at-home initiatives and the demand for temporary, portable energy solutions.  We took decisive action in the early stages of the pandemic to adapt our business model and modify our operating protocols in order to help protect the health and safety of our employees, while ensuring seamless delivery of our essential services to the customers and communities we serve.  As COVID-19 related business restrictions eased throughout fiscal 2021, customer demand in those sectors most impacted originally by the pandemic started to normalize, although there continues to be a risk of permanent demand destruction if economic conditions deteriorate, or if some businesses are unable to recover.  While we expect that many of these effects will not be permanent, it is impossible to predict their duration.  We have developed, implemented and continue to refine alternative operational plans, inclusive of manpower levels, to address different customer demand scenarios, and we continue to adapt our operational model to shifting demand patterns and the potential impact of the COVID-19 pandemic on future cash flows and access to adequate liquidity as we navigate through fiscal 2022 and beyond.

Product Costs and Supply

The level of profitability in the retail propane, fuel oil, natural gas and electricity businesses is largely dependent on the difference between retail sales price and our costs to acquire and transport products.  The unit cost of our products, particularly propane, fuel oil and natural gas, is subject to volatility as a result of supply and demand dynamics or other market conditions, including, but not limited to, economic and political factors impacting crude oil and natural gas supply or pricing.  We enter into product supply contracts that are generally one-year agreements subject to annual renewal, and also purchase product on the open market.  We attempt to reduce price risk by pricing product on a short-term basis.  Our propane supply contracts typically provide for pricing based upon index formulas using the posted prices established at major supply points such as Mont Belvieu, Texas, or Conway, Kansas (plus transportation costs) at the time of delivery.

To supplement our annual purchase requirements, we may utilize forward fixed price purchase contracts to acquire a portion of the propane that we resell to our customers, which allows us to manage our exposure to unfavorable changes in commodity prices and to assure adequate physical supply.  The percentage of contract purchases, and the amount of supply contracted for under forward contracts at fixed prices, will vary from year to year based on market conditions.

Changes in our costs to acquire and transport products can occur rapidly over a short period of time and can impact profitability.  There is no assurance that we will be able to pass on product acquisition and transportation cost increases fully or immediately, particularly when such costs increase rapidly.  Therefore, average retail sales prices can vary significantly from year to year as our costs fluctuate with the propane, fuel oil, crude oil and natural gas commodity markets and infrastructure conditions.  In addition, periods of sustained higher commodity and/or transportation prices can lead to customer conservation, resulting in reduced demand for our product.

Coming into the first quarter of fiscal 2022, the wholesale cost of propane was elevated compared to the prior year, which was reflective of the contraction in U.S. propane inventory levels.  During the quarter, propane inventory levels began to moderate, demand levels remained uncertain and wholesale costs generally declined.  According to the Energy Information Administration, U.S.

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propane inventory levels at the end of December 2021 were 66.5 million barrels, which was 11.5% lower than December 2020 levels and 9.7% lower than the 5-year average for December.  Average posted propane prices (basis Mont Belvieu, Texas) were 118.5% and 7.1% higher than the prior year first quarter and prior sequential quarter, respectively.  Consistent with our established practice, we adjusted customer pricing as market conditions allowed.

Seasonality

The retail propane and fuel oil distribution businesses, as well as the natural gas marketing business, are seasonal because these fuels are primarily used for heating in residential and commercial buildings.  Historically, approximately two‑thirds of our retail propane volume is sold during the six-month peak heating season from October through March. The fuel oil business tends to experience greater seasonality given its more limited use for space heating and approximately three-fourths of our fuel oil volumes are sold between October and March.  Consequently, sales and operating profits are concentrated in our first and second fiscal quarters.  Cash flows from operations, therefore, are greatest during the second and third fiscal quarters when customers pay for product purchased during the winter heating season.  We expect lower operating profits and either net losses or lower net income during the period from April through September (our third and fourth fiscal quarters).  To the extent necessary, we will reserve cash from the second and first quarters for distribution to holders of our Common Units in the fourth quarter and the following fiscal year first quarter.

Weather

Weather conditions have a significant impact on the demand for our products, in particular propane, fuel oil and natural gas, for both heating and agricultural purposes.  Many of our customers rely heavily on propane, fuel oil or natural gas as a heating source.  Accordingly, the volume sold is directly affected by the severity of the winter weather in our service areas, which can vary substantially from year to year.  In any given area, sustained warmer than normal temperatures will tend to result in reduced propane, fuel oil and natural gas consumption, while sustained colder than normal temperatures will tend to result in greater consumption.

Hedging and Risk Management Activities

We engage in hedging and risk management activities to reduce the effect of price volatility on our product costs and to ensure the availability of product during periods of short supply.  We enter into propane forward, options and swap agreements with third parties, and use futures and options contracts traded on the New York Mercantile Exchange (“NYMEX”) to purchase and sell propane, fuel oil, crude oil and natural gas at fixed prices in the future.  The majority of the futures, forward and options agreements are used to hedge price risk associated with propane and fuel oil physical inventory, as well as, in certain instances, forecasted purchases of propane or fuel oil.  In addition, we sell propane and fuel oil to customers at fixed prices, and enter into derivative instruments to hedge a portion of our exposure to fluctuations in commodity prices as a result of selling the fixed price contracts. Forward contracts are generally settled physically at the expiration of the contract whereas futures, options and swap contracts are generally settled at the expiration of the contract through a net settlement mechanism.  Although we use derivative instruments to reduce the effect of price volatility associated with priced physical inventory and forecasted transactions, we do not use derivative instruments for speculative trading purposes. Risk management activities are monitored by an internal Commodity Risk Management Committee, made up of six members of management and reporting to our Audit Committee, through enforcement of our Hedging and Risk Management Policy.

Critical Accounting Policies and Estimates

Our significant accounting policies are summarized in Note 2, “Summary of Significant Accounting Policies,” included within the Notes to Consolidated Financial Statements section of our Annual Report on Form 10-K for the fiscal year ended September 25, 2021.

Certain amounts included in or affecting our consolidated financial statements and related disclosures must be estimated, requiring management to make certain assumptions with respect to values or conditions that cannot be known with certainty at the time the financial statements are prepared.  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. We are also subject to risks and uncertainties that may cause actual results to differ from estimated results. Estimates are used when accounting for depreciation and amortization of long-lived assets, employee benefit plans, self-insurance and litigation reserves, environmental reserves, allowances for doubtful accounts, asset valuation assessments and valuation of derivative instruments.  We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Any effects on our business, financial position or results of operations resulting from revisions to these estimates are recorded in the period in which the

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facts that give rise to the revision become known to us.  Management has reviewed these critical accounting estimates and related disclosures with the Audit Committee of our Board of Supervisors.  

Results of Operations and Financial Condition

Net income for the first quarter of fiscal 2022 was $21.3 million, or $0.34 per Common Unit, compared to $38.0 million, or $0.61 per Common Unit, in the fiscal 2021 first quarter. Adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA, as defined and reconciled below) increased $6.5 million, or 8.1%, to $86.5 million for the first quarter of fiscal 2022, compared to $80.0 million in the prior year.

Retail propane gallons sold in the first quarter of fiscal 2022 of 105.3 million gallons decreased 5.7% compared to the prior year, primarily due to the adverse impact of widespread unseasonably warm temperatures on heat-related customer demand, particularly during the month of December 2021.  According to the National Oceanic and Atmospheric Administration, average temperatures (as measured by heating degree days) across all of our service territories during the first quarter were 16% warmer than normal and 3% warmer than the prior year. Average temperatures during the month of December 2021, which is the most critical month for heat-related demand in the first quarter, was 14% warmer than normal and 5% warmer than December 2020.

Average propane prices (basis Mont Belvieu, Texas) for the first quarter of fiscal 2022 increased 118.5% compared to the prior year and 7.1% compared to the prior sequential quarter.  Net income for the first quarter of fiscal 2022 included a $33.5 million unrealized loss attributable to the mark-to-market adjustment for derivative instruments used in risk management activities, compared to a $4.9 million unrealized gain in the prior year.  These non-cash adjustments, which were reported in cost of products sold, were excluded from Adjusted EBITDA for both periods in the table below.  Total gross margin for the first quarter of fiscal 2022 was $179.1 million compared to $201.8 million in the prior year.  Excluding the impact of the unrealized mark-to-market adjustments, total gross margin of $212.6 million for the first quarter of fiscal 2022 increased $15.6 million, or 7.9%, compared to the prior year, primarily due to prudent margin management during a volatile commodity price environment, as well as from the favorable impact of commodity hedges that matured during the period.  Our hedging and risk management activities are intended to reduce the effect of price volatility associated with forecasted purchases of propane, and propane sold on a fixed price basis.  The commodity hedges that matured during the first quarter of fiscal 2022 were principally comprised of net long positions purchased in fiscal 2021 that were favorably impacted from the significant rise in commodity prices.        

  Combined operating and general and administrative expenses of $125.5 million for the first quarter of fiscal 2022 increased 8.1% compared to the prior year, primarily due to higher payroll and benefit-related expenses and higher vehicle lease and operating costs, as well as other inflationary effects on our operating costs.          

Total debt outstanding as of December 2021 was $73.4 million lower than at the end of the first quarter of the prior year, and our Consolidated Leverage Ratio for the twelve-month period ending December 25, 2021 was 4.02x.    

As previously announced on January 20, 2022, the Partnership’s Board of Supervisors declared a quarterly distribution of $0.325 per Common Unit effective for the distribution payable in respect of the first quarter of fiscal 2022.  This distribution is payable on February 8, 2022 to Common Unitholders of record as of February 1, 2022.

Our anticipated cash requirements for the remainder of fiscal 2022 include: (i) maintenance and growth capital expenditures of approximately $24.3 million; (ii) interest and income tax payments of approximately $41.8 million; and (iii) cash distributions of approximately $61.5 million to our Common Unitholders based on the quarterly distribution rate of $0.325 per Common Unit.  Based on our liquidity position, which includes cash on hand, availability of funds under our credit agreement’s revolving credit facility and expected cash flow from operating activities, we expect to have sufficient funds to meet our current and future obligations.

The unprecedented health crisis from the COVID-19 pandemic continues to represent a complex uncertainty, which has had a profound overall impact on employment and the economy.  While our business is considered an essential critical service, our business is not immune to the challenges presented by the dramatic economic slowdown instituted to mitigate the spread of the virus.  The areas of our business that have been impacted by the economic slowdown included:

• The temporary suspension of business operations by certain of our commercial and industrial customers has impacted demand from these customer markets;

• In certain states, restrictions were placed on our business that would otherwise allow us to decline or refuse to service certain customers who have not or are unwilling to pay for product delivered or services rendered;

• There may be potential disruptions in the propane, fuel oil, natural gas and electricity supply chains;

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• The potential for increasing costs to implement additional measures to help protect our employees, customers and local communities as state and federal governments provide and update guidance on workplace safety protocols; and

• Employee recruiting and retention challenges given rising wages and related competitive pressures.

Although uncertainty remains regarding the long-term impact of the COVID-19 pandemic on the economy and businesses, we believe our efficient and flexible business model, as well as the recent steps taken to strengthen our balance sheet, leave us well positioned to manage our business through the crisis as it continues to unfold.  Nonetheless, as we progress through fiscal 2022, there remains significant uncertainty regarding the scope and duration of governmental policies that have been, or may in the future be, instituted to mitigate the spread of COVID-19.  We will continue to adapt to the changing circumstances and make decisions to help ensure the long-term sustainability of our businesses, and to be able to be opportunistic for strategic growth initiatives.

We also continue to make additional investments in our minority-owned subsidiary, Oberon Fuels, Inc. (“Oberon”), as they achieved several milestones toward our collective efforts to commercialize clean-burning, renewable dimethyl ether (“rDME”) (see Item 1, Note 4 of this Quarterly Report).  Specifically, Oberon continues to expand production capacity and we are making investments in new equipment in one of our locations in California to handle, store and distribute propane+rDME blended products.  Additionally, during December 2021, we, along with Oberon, announced a global collaboration with Empresas Lipigas – a leading distributor of propane in Chile, Columbia and Peru -- for the purpose of testing propane+rDME blended products in residential and commercial heating and cooking appliances.

Three Months Ended December 25, 2021 Compared to Three Months Ended December 26, 2020

Revenues

(Dollars and gallons in thousands)	Three Months Ended							Percent
	December 25,		December 26,		Increase			Increase
	2021		2020		(Decrease)			(Decrease)
Revenues
Propane	$	331,117	$	268,624	$	62,493			23.3	%
Fuel oil and refined fuels		20,966		15,750		5,216			33.1	%
Natural gas and electricity		9,223		6,876		2,347			34.1	%
All other		14,101		13,941		160			1.1	%
Total revenues	$	375,407	$	305,191	$	70,216			23.0	%
Retail gallons sold
Propane		105,265		111,683		(6,418	)		(5.7	)%
Fuel oil and refined fuels		6,134		6,406		(272	)		(4.2	)%

As discussed above, average temperatures (as measured by heating degree days) across all of our service territories during the first quarter of fiscal 2022 were 16% and 3% warmer than normal and the prior year first quarter, respectively.  The decrease in heating degree days compared to the prior year was attributable to a warmer weather pattern throughout most of our service territories, particularly during the critical month of December during which average temperatures were 14% and 5% warmer than normal and December 2020, respectively.  The combination of widespread warmer weather on heat-related customer demand, reduced demand for outdoor temporary heat and less agricultural demand for crop drying given the low moisture content had an adverse impact on volumes sold compared to the prior year.

Revenues from the distribution of propane and related activities of $331.1 million increased $62.5 million, or 23.3%, compared to the prior year, primarily due to higher average retail selling prices, offset to an extent by lower volumes sold.  Average propane selling prices increased 30.9% compared to the prior year, reflecting higher average wholesale costs, resulting in a $77.5 million increase in revenues.  Retail propane gallons sold decreased 6.4 million gallons, or 5.7%, compared to the prior year, primarily due to lower heat-related demand as described above, resulting in a $15.3 million decrease in revenues.  Included within the propane segment are revenues from other propane activities, which increased $0.3 million primarily due to a higher notional amount of hedging contracts used in risk management activities that were settled physically.

Revenues from the distribution of fuel oil and refined fuels of $21.0 million were $5.2 million, or 33.1%, higher than the prior year, primarily due to higher average retail selling prices, offset to an extent by a decrease in volumes sold.  Average fuel oil and refined fuels selling prices increased 39.1% compared to the prior year, reflecting higher average wholesale costs, resulting in a $5.9 million increase in revenues. Fuel oil and refined fuels gallons sold decreased 0.3 million gallons, or 4.2%, primarily due to the impact of warmer weather on customer demand across our service territories in the northeast, resulting in a $0.7 million decrease in revenues.  

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Revenues in our natural gas and electricity segment of $9.2 million were $2.3 million, or 34.1%, higher than the prior year, primarily due to higher average selling prices, reflecting higher average wholesale costs, offset to an extent by lower volumes sold, primarily due to the impact of warmer temperatures on customer demand and a lower customer base.

Cost of Products Sold

(Dollars in thousands)	Three Months Ended
	December 25,			December 26,					Percent
	2021			2020			Increase		Increase
Cost of products sold
Propane	$	171,271		$	87,181		$	84,090		96.5	%
Fuel oil and refined fuels		14,641			8,671			5,970		68.9	%
Natural gas and electricity		6,189			3,391			2,798		82.5	%
All other		4,237			4,136			101		2.4	%
Total cost of products sold	$	196,338		$	103,379		$	92,959		89.9	%
As a percent of total revenues		52.3	%		33.9	%

The cost of products sold reported in the condensed consolidated statements of operations represents the weighted average unit cost of propane, fuel oil and refined fuels, and natural gas and electricity sold, including transportation costs to deliver product from our supply points to storage or to our customer service centers.  Cost of products sold also includes the cost of appliances and related parts sold or installed by our customer service centers computed on a basis that approximates the average cost of the products.  

Given the retail nature of our operations, we maintain a certain level of priced physical inventory to help ensure that our field operations have adequate supply commensurate with the time of year.  Our strategy has been, and will continue to be, to keep our physical inventory priced relatively close to market for our field operations.  Consistent with past practices, we principally utilize futures and/or options contracts traded on the NYMEX to mitigate the price risk associated with our priced physical inventory, as well as, in certain instances, forecasted purchases of propane or fuel oil.  In addition, we sell propane and fuel oil to customers at fixed prices, and enter into derivative instruments to hedge a portion of our exposure to fluctuations in commodity prices as a result of selling the fixed price contracts.  At expiration, the derivative contracts are settled by the delivery of the product to the respective party or are settled by the payment to the respective party of a net amount equal to the difference between the then market price and the fixed contract price or option exercise price.  Under this risk management strategy, realized gains or losses on futures or options contracts, which are reported in cost of products sold, that are used to hedge price risk associated with our priced physical inventory or fixed price volumes sold will typically offset losses or gains on the physical inventory once the product is sold or delivered as it pertains to fixed price contracts (which may or may not occur in the same accounting period).  We do not use futures or options contracts, or other derivative instruments, for speculative trading purposes.  Unrealized non-cash gains or losses from changes in the fair value of derivative instruments that are not designated as cash flow hedges are recorded within cost of products sold.  Cost of products sold excludes depreciation and amortization; these amounts are reported separately within the condensed consolidated statements of operations.

In the commodities markets, average posted propane prices (basis Mont Belvieu, Texas) and fuel oil prices were 118.5% and 85.5% higher than the prior year first quarter, respectively.  The net change in the fair value of derivative instruments resulted in a $33.5 million unrealized non-cash loss in the first quarter of fiscal 2022 compared to a $4.9 million unrealized non-cash gain in the prior year quarter, resulting in a net increase of $38.4 million in cost of products sold year-over-year, all of which was reported within the propane segment.  These unrealized mark-to-market adjustments are excluded from Adjusted EBITDA for both periods.

Cost of products sold associated with the distribution of propane and related activities of $171.3 million increased $84.1 million, or 96.5%, compared to the prior year first quarter, primarily due to higher average wholesale costs (net of realized gains and losses on derivative instruments settled during the period), partially offset by lower volumes sold. Higher average wholesale costs contributed to an increase in cost of products sold of $52.2 million, while lower volumes sold contributed to a decrease of $5.2 million.  Included within the propane segment are costs from other propane activities which decreased $1.3 million compared to the prior year, as well as the $38.4 million impact of mark-to-market adjustments on derivative instruments discussed above.

Cost of products sold associated with our fuel oil and refined fuels segment of $14.6 million increased $6.0 million, or 68.9%, compared to the prior year first quarter.  Higher average wholesale costs led to an increase in costs of products sold of $6.4 million, which was minimally offset by the impact of lower volumes.

Cost of products sold in our natural gas and electricity segment of $6.2 million increased $2.8 million, or 82.5%, compared to the prior year primarily due to higher natural gas and electricity wholesale costs, partially offset by lower usage.

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Operating Expenses

(Dollars in thousands)	Three Months Ended
	December 25,			December 26,					Percent
	2021			2020			Increase		Increase
Operating expenses	$	105,730		$	97,979		$	7,751		7.9	%
As a percent of total revenues		28.2	%		32.1	%

All costs of operating our retail distribution and appliance sales and service operations are reported within operating expenses in the condensed consolidated statements of operations.  These operating expenses include the compensation and benefits of field and direct operating support personnel, costs of operating and maintaining our vehicle fleet, overhead and other costs of our purchasing, training and safety departments and other direct and indirect costs of operating our customer service centers.

Operating expenses of $105.7 million for the first quarter of fiscal 2022 increased $7.8 million, or 7.9%, compared to the prior year first quarter, primarily due to higher payroll and benefit-related costs, higher vehicle lease and operating costs, as well as other inflationary effects on our operating costs.

General and Administrative Expenses

(Dollars in thousands)	Three Months Ended
	December 25,			December 26,					Percent
	2021			2020			Increase		Increase
General and administrative expenses	$	19,798		$	18,130		$	1,668		9.2	%
As a percent of total revenues		5.3	%		5.9	%

All costs of our back office support functions, including compensation and benefits for executives and other support functions, as well as other costs and expenses to maintain finance and accounting, treasury, legal, human resources, corporate development and the information systems functions are reported within general and administrative expenses in the condensed consolidated statements of operations.

General and administrative expenses of $19.8 million for the first quarter of fiscal 2022 increased $1.7 million, or 9.2%, compared to the prior year first quarter, primarily due to higher payroll and benefit-related costs, as well as other inflationary increases.  

Depreciation and Amortization

(Dollars in thousands)	Three Months Ended
	December 25,			December 26,						Percent
	2021			2020			Decrease			Decrease
Depreciation and amortization	$	16,285		$	28,017		$	(11,732	)		(41.9	)%
As a percent of total revenues		4.3	%		9.2	%

Depreciation and amortization expense of $16.3 million for the first quarter of fiscal 2022 decreased $11.7 million, or 41.9%, compared to the prior year first quarter, primarily as a result of the conclusion of the amortization period for certain intangible assets from prior business acquisitions, offset to an extent by higher levels of investments in properties in support of our new market expansion initiatives as well as new handheld technology for our drivers and service technicians.

Interest Expense, net

(Dollars in thousands)	Three Months Ended
	December 25,			December 26,						Percent
	2021			2020			Decrease			Decrease
Interest expense, net	$	15,299		$	18,135		$	(2,836	)		(15.6	)%
As a percent of total revenues		4.1	%		5.9	%

Net interest expense of $15.3 million in the first quarter of fiscal 2022 decreased $2.8 million, or 15.6%, compared to the prior year quarter, due to the impact of the refinancing of two tranches of senior notes at lower rates in the third quarter of the prior year, as well as a lower average level of outstanding debt.  See Liquidity and Capital Resources below for additional discussion.

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EBITDA and Adjusted EBITDA

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 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:

(Dollars in thousands)	Three Months Ended
	December 25,			December 26,
	2021			2020
Net income	$	21,298		$	37,977
Add:
(Benefit from) provision for income taxes		(471	)		496
Interest expense, net		15,299			18,135
Depreciation and amortization		16,285			28,017
EBITDA		52,411			84,625
Unrealized non-cash losses (gains) on changes in fair value of derivatives		33,505			(4,855	)
Equity in earnings of unconsolidated affiliate		610			251
Adjusted EBITDA	$	86,526		$	80,021

We also reference gross margins, computed as revenues less cost of products sold as those amounts are reported on the condensed consolidated financial statements. Our management uses gross margin as a supplemental measure of operating performance and we are including it as we believe that it provides our investors and industry analysts with additional information that we determined is useful to evaluate our operating results. As cost of products sold does not include depreciation and amortization expense, the gross margin we reference is considered a non-GAAP financial measure.  

Liquidity and Capital Resources

Analysis of Cash Flows

Operating Activities. Net cash used in operating activities for the first quarter of fiscal 2022 was $13.3 million compared to the $4.2 million provided by operating activities in the corresponding prior year period.  The change was primarily due to a higher level of variable-based compensation payments for awards earned in the respective prior fiscal year, the timing of interest payments on outstanding borrowings, the payment of the employer portion of social security payroll tax that was deferred during a certain portion of fiscal 2020 under the CARES Act, and a larger increase in working capital compared to the prior year which stemmed from the rise in average wholesale costs of propane (discussed above).

Investing Activities.  Net cash used in investing activities of $10.4 million for the first quarter of fiscal 2022 consisted of capital expenditures of $10.7 million (including approximately $6.3 million to support the growth of operations and $4.4 million for maintenance expenditures), $0.9 million used to fund the acquisition of certain assets of a retail propane business and an additional investment in Oberon (see Item 1, Note 4 of this Quarterly Report), partially offset by approximately $1.2 million in proceeds from the sale of property, plant and equipment.

Net cash used in investing activities of $11.2 million for the first quarter of fiscal 2021 consisted of capital expenditures of $5.8 million (including approximately $3.0 million to support the growth of operations and $2.8 million for maintenance expenditures), $6.1 million used to fund the acquisition of a retail propane business and an additional investment in Oberon, partially offset by approximately $0.7 million in proceeds from the sale of property, plant and equipment.

Financing Activities. Net cash provided by financing activities for the first quarter of fiscal 2022 reflected $44.4 million in net borrowings under our credit agreement’s revolving credit facility which were used to fund a portion of our seasonal working capital needs and the acquisition spending and investment noted above, offset to an extent by $20.3 million paid for the quarterly distributions to Common Unitholders at a rate of $0.325 per Common Unit paid in respect of the fourth quarter of fiscal 2021, and other financing activities of $2.6 million.  

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Net cash provided by financing activities for the first quarter of fiscal 2021 reflected $30.2 million in net borrowings under the revolving credit facility, which were used to fund a portion of our seasonal working capital needs and the acquisition and investment noted above, offset to an extent by $18.6 million paid for the quarterly distributions to Common Unitholders at a rate of $0.30 per Common Unit paid in respect of the fourth quarter of fiscal 2020 and other financing activities of $2.4 million.

Summary of Long-Term Debt Obligations and Revolving Credit Facility

As of December 25, 2021, our long-term debt consisted of $350.0 million in aggregate principal amount of 5.875% senior notes due March 1, 2027, $650.0 million in aggregate principal amount of 5.0% senior notes due June 1, 2031 and $176.4 million outstanding under our $500.0 million senior secured revolving credit facility (“Revolving Credit Facility”) provided by our credit agreement.  Total long-term borrowings as of December 25, 2021 and December 26, 2020 was $1,176.4 million and $1,249.8 million, respectively.  See Item 1, Note 10 of this Quarterly Report.

Based upon our Consolidated EBITDA, as defined in the credit agreement, for the trailing twelve-month period ended December 25, 2021, and outstanding borrowings and letters of credits issued under the Revolving Credit Facility as of December 25, 2021, our borrowing capacity under the Revolving Credit Facility was $274.7 million.

The aggregate amounts of long-term debt maturities subsequent to December 25, 2021 are as follows: fiscal 2022: $-0-; fiscal 2023: $-0-; fiscal 2024: $-0-; fiscal 2025: $176.4 million; fiscal 2026: $-0-; and thereafter: $1,000.0 million.

Partnership Distributions

We are required to make distributions in an amount equal to all of our Available Cash, as defined in our Third Amended and Restated Partnership Agreement, as amended (the “Partnership Agreement”), no more than 45 days after the end of each fiscal quarter to holders of record on the applicable record dates.  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 our business, the payment of debt principal and interest and for distributions during the next four quarters.  The Board of Supervisors reviews the level of Available Cash on a quarterly basis based upon information provided by management.

On January 20, 2022, we announced a quarterly distribution of $0.325 per Common Unit, or $1.30 on an annualized basis, in respect of the first quarter of fiscal 2022, payable on February 8, 2022 to holders of record on February 1, 2022.  

Other Commitments

We have a noncontributory, cash balance format, defined benefit pension plan which was frozen to new participants effective January 1, 2000.  Effective January 1, 2003, the defined benefit pension plan was amended such that future service credits ceased and eligible employees would receive interest credits only toward their ultimate retirement benefit.  We also provide postretirement health care and life insurance benefits for certain retired employees under a plan that was frozen to new participants effective March 31, 1998.  At December 25, 2021, we had a liability for the defined benefit pension plan and accrued retiree health and life benefits of $25.4 million and $7.5 million, respectively.

We are self-insured for general and product, workers’ compensation and automobile liabilities up to predetermined thresholds above which third party insurance applies.  At December 25, 2021, we had accrued insurance liabilities of $66.2 million, and a receivable of $16.1 million related to the amount of the liability expected to be covered by insurance.

Legal Matters

See Item 1, Note 13, Legal Matters subsection of this Quarterly Report.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Commodity Price Risk

We enter into product supply contracts that are generally one-year agreements subject to annual renewal, and also purchase product on the open market.  Our propane supply contracts typically provide for pricing based upon index formulas using the posted prices established at major supply points such as Mont Belvieu, Texas, or Conway, Kansas (plus transportation costs) at the time of delivery. In addition, to supplement our annual purchase requirements, we may utilize forward fixed price purchase contracts to acquire a portion of the propane that we resell to our customers, which allows us to manage our exposure to unfavorable changes in commodity prices and to ensure adequate physical supply.  The percentage of contract purchases, and the amount of supply contracted for under forward contracts at fixed prices, will vary from year to year based on market conditions.  In certain instances, and when market conditions are favorable, we are able to purchase product under our supply arrangements at a discount to the market.

Product cost changes can occur rapidly over a short period of time and can impact profitability. We attempt to reduce commodity price risk by pricing product on a short-term basis.  The level of priced, physical product maintained in storage facilities and at our customer service centers for immediate sale to our customers will vary depending on several factors, including, but not limited to, price, supply and demand dynamics for a given time of the year.  Typically, our on hand priced position does not exceed more than four to eight weeks of our supply needs, depending on the time of the year.  In the course of normal operations, we routinely enter into contracts such as forward priced physical contracts for the purchase or sale of propane and fuel oil that, under accounting rules for derivative instruments and hedging activities, qualify for and are designated as normal purchase or normal sale contracts.  Such contracts are exempted from fair value accounting and are accounted for at the time product is purchased or sold under the related contract.

Under our hedging and risk management strategies, we enter into a combination of exchange-traded futures and options contracts and, in certain instances, over-the-counter options and swap contracts (collectively, “derivative instruments”) to manage the price risk associated with physical product and with future purchases of the commodities used in our operations, principally propane and fuel oil, as well as to help ensure the availability of product during periods of high demand.  In addition, we sell propane and fuel oil to customers at fixed prices, and enter into derivative instruments to hedge a portion of our exposure to fluctuations in commodity prices as a result of selling the fixed price contracts.  We do not use derivative instruments for speculative or trading purposes.  Futures and swap contracts require that we sell or acquire propane or fuel oil at a fixed price for delivery at fixed future dates.  An option contract allows, but does not require, its holder to buy or sell propane or fuel oil at a specified price during a specified time period.  However, the writer of an option contract must fulfill the obligation of the option contract, should the holder choose to exercise the option.  At expiration, the contracts are settled by the delivery of the product to the respective party or are settled by the payment of a net amount equal to the difference between the then market price and the fixed contract price or option exercise price.  To the extent that we utilize derivative instruments to manage exposure to commodity price risk and commodity prices move adversely in relation to the contracts, we could suffer losses on those derivative instruments when settled.  Conversely, if prices move favorably, we could realize gains.  Under our hedging and 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 to customers at market prices, or delivered to customers as it pertains to fixed price contracts.

Futures are traded with brokers of the NYMEX and require daily cash settlements in margin accounts.  Forward contracts are generally settled at the expiration of the contract term by physical delivery, and swap and options contracts are generally settled at expiration through a net settlement mechanism.  Market risks associated with our derivative instruments are monitored daily for compliance with our Hedging and Risk Management Policy which includes volume limits for open positions. Open inventory positions are reviewed and managed daily as to exposures to changing market prices.

Credit Risk

Exchange-traded futures and options contracts are guaranteed by the NYMEX and, as a result, have minimal credit risk.  We are subject to credit risk with over-the-counter forward, swap and options contracts to the extent the counterparties do not perform.  We evaluate the financial condition of each counterparty with which we conduct business and establish credit limits to reduce exposure to the risk of non-performance by our counterparties.

Interest Rate Risk

A portion of our 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 our total consolidated leverage (the total ratio of debt to consolidated EBITDA).  Therefore, we are subject to interest rate risk on the variable component of the interest rate.  From time to time, we enter into interest rate swap agreements to manage a part of our variable interest rate risk.  The interest rate swaps are designated as cash flow hedges. Changes in the fair value of the interest rate swaps are recognized in other comprehensive income (“OCI”) until the hedged item is recognized in earnings.  At December 25, 2021, we were not party to an interest rate swap agreement.

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Derivative Instruments and Hedging Activities

All of our derivative instruments are reported on the balance sheet at their fair values.  On the date that derivative instruments are entered into, we make 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 OCI, depending on whether a derivative instrument is designated as a hedge and, if so, the type of hedge.  For derivative instruments designated as cash flow hedges, we formally assess, 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 immediately recognized in earnings.  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 in earnings as they occur.  Cash flows associated with derivative instruments are reported as operating activities within the condensed consolidated statement of cash flows.

Sensitivity Analysis

In an effort to estimate our exposure to unfavorable market price changes in commodities related to our open positions under derivative instruments, we developed a model that incorporates the following data and assumptions:

A. The fair value of open positions as of December 25, 2021.

B. The market prices for the underlying commodities used to determine A. above were adjusted adversely by a hypothetical 10% change and compared to the fair value amounts in A. above to project the potential negative impact on earnings that would be recognized for the respective scenario.

Based on the sensitivity analysis described above, the hypothetical 10% adverse change in market prices for open derivative instruments as of December 25, 2021 indicates a decrease in potential future net gains of $7.8 million.  See also Item 7A of our Annual Report on Form 10-K for the fiscal year ended September 25, 2021.  The above hypothetical change does not reflect the worst case scenario. Actual results may be significantly different depending on market conditions and the composition of the open position portfolio.

To date, the COVID-19 pandemic has not materially adversely affected our product supply agreements or our hedging strategies, and we currently believe that we will continue to have access to sufficient supply to meet customer demand.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Partnership maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to provide reasonable assurance that information required to be disclosed in the Partnership’s filings and submissions under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to the Partnership’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

The Partnership completed an evaluation under the supervision and with participation of the Partnership’s management, including the Partnership’s principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Partnership’s disclosure controls and procedures as of December 25, 2021.  Based on this evaluation, the Partnership’s principal executive officer and principal financial officer have concluded that, as of December 25, 2021, such disclosure controls and procedures were effective to provide the reasonable assurance described above.

Changes in Internal Control Over Financial Reporting

There have not been any changes in the Partnership’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter ended December 25, 2021 that have materially affected or are reasonably likely to materially affect its internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Item 1A. “Risk Factors” in the Partnership’s Annual Report on Form 10-K for the fiscal year ended September 25, 2021.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(c) The following table provides information about deemed purchases by the Partnership during the three months ended December 25, 2021 of its Common Units:

					Number of Shares	Approximate Dollar Value
	Total Number		Average		Purchased as Part of	of Shares that May
	of Shares		Price Paid		Publicly Announced	Yet be Purchased
Period	Purchased (1)		per Share		Program	under the Program
September 26, 2021 through October 23, 2021		—		—	N/A	N/A
October 24, 2021 through November 20, 2021		133,836		15.31	N/A	N/A
November 21, 2021 through December 25, 2021		—		—	N/A	N/A
Total		133,836	$	15.31	N/A	N/A

(1) This represents the number of Common Units withheld from participants for income tax withholding purposes for those executive officers of the Partnership whose shares of restricted units vested during the period.  Such restricted units were issued to participants pursuant to the Suburban Propane Partners, L.P. 2009 and 2018 Restricted Unit Plans that were adopted by the Partnership on July 22, 2009 and June 1, 2018, respectively.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

On February 2, 2022, the Partnership adopted an amendment (the “LTIP Amendment”) to the 2021 Long-Term Incentive Plan. The LTIP Amendment adjusts the percentage of unvested phantom units that are eligible for vesting upon the achievement of certain performance measures. A copy of the LTIP Amendment is attached as Exhibit 10.1 hereto and is incorporated herein by reference. The foregoing description of the LTIP Amendment does not purport to be complete and is qualified in its entirety by reference to such exhibit.

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ITEM 6. EXHIBITS

(a) Exhibits

INDEX TO EXHIBITS

The exhibits listed on this Exhibit Index are filed as part of this Quarterly Report.  Exhibits required to be filed by Item 601 of Regulation S-K, which are not listed below, are not applicable.

Exhibit Number	Description
10.1	Suburban Propane, L.P. 2021 Long-Term Incentive Plan, effective September 27, 2020, as amended on February 2, 2022. (Filed herewith). #
31.1	Certification of the President and Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith).
31.2	Certification of the Chief Financial Officer and Chief Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith).
32.1	Certification of the President and Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Furnished herewith).
32.2	Certification of the Chief Financial Officer and Chief Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Furnished herewith).
101.INS	XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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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 thereunto duly authorized.

	SUBURBAN PROPANE PARTNERS, L.P.
February 3, 2022	By:	/s/ MICHAEL A. KUGLIN
Date		Michael A. Kuglin
		Chief Financial Officer and Chief Accounting Officer
February 3, 2022	By:	/s/ DANIEL S. BLOOMSTEIN
Date		Daniel S. Bloomstein
		Vice President and Controller

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EX-10.1

EXHIBIT 10.1

SUBURBAN PROPANE, L.P.

2021 LONG TERM INCENTIVE PLAN

EFFECTIVE AS OF SEPTEMBER 27, 2020, AS AMENDED ON FEBRUARY 2, 2022

ARTICLE I

PURPOSE AND APPROVAL

The purpose of this Plan is to grow and strengthen Suburban Propane Partners, L.P., Suburban Propane, L.P., and their affiliates, by providing an incentive compensation opportunity to certain Participants (as hereinafter defined), and thereby encouraging them to devote their abilities and experience to the success of the Partnership’s business enterprise in such a manner as to increase the distributable cash flow of the Partnership in order to support the long-term growth and sustainability of the Partnership, and to enhance the returns to its Unitholders. It is intended that this purpose be achieved by extending to certain Participants added long-term incentive compensation opportunities for continued service to the Partnership and for achieving certain Performance Measures (as hereinafter defined) over a multi-year Measurement Period (as hereinafter defined). This Plan is hereby adopted effective September 27, 2020 and will govern all grants made subsequent to the Partnership’s fiscal year ended September 26, 2020.  The adoption of this Plan shall have no effect on outstanding grants under the Suburban Propane, L.P. 2014 Long Term Incentive Plan (as amended from time to time) made on or prior to September 26, 2020, which grants shall remain in full force and effect subject to the terms, conditions and restrictions set forth in the 2014 Long Term Incentive Plan document.

ARTICLE II

DEFINITIONS

For purposes of this Plan, capitalized terms shall have the following meanings:

2.1 “Actual Distributable Cash Flow” shall be calculated as the Adjusted EBITDA for a respective Fiscal Year, less maintenance capital expenditures, cash interest expense and the current provision for income taxes, plus or minus any unusual items as determined by the Committee, each as reported by the Partnership in its annual report on Form 10-K filed with the Securities and Exchange Commission for a respective Fiscal Year.

2.2 “Adjusted EBITDA” represents net income before deducting interest expense, income taxes, depreciation and amortization expense, excluding non-cash unrealized gains and losses and certain other items, as approved by the Committee.

2.3 “Affiliate” shall mean any corporation, partnership, limited liability company, or other entity that, directly, or indirectly though one or more intermediaries, controls, or is controlled by, or is under common control with, the Partnership.  For this purpose, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of Voting Securities, by contract or otherwise.

2.4 “Annual Target Cash Bonus” shall mean the target cash bonus for each respective Participant under the Partnership’s annual cash bonus plan.

2.5 “Average Distributable Cash Flow” shall be the average of the Actual Distributable Cash Flow for a Measurement Period.

2.6 “Baseline Distributable Cash Flow” shall be the average of the Actual Distributable Cash Flow for the three Fiscal Years immediately preceding each Measurement Period.

2.7 “Base Salary” shall mean the salary paid by the Partnership to a Participant for services rendered, excluding bonuses, fringe benefits, unused sick/personal days or vacation days, any profit realized upon the acquisition or sale of any Common Units acquired under any equity award, payments under a nonqualified deferred compensation plan, income imputed on below market loans, severance pay, any amounts paid or accrued as a contribution to a profit-sharing plan, pension plan, welfare plan or group insurance plan, or non-elective contributions to a deferred compensation plan or any other employee benefit plan maintained by the Partnership,

1

except that Base Salary shall include salary reduction contributions to a plan established by the Partnership under Internal Revenue Code of 1986 (“Code”) Sections 401(k), 125 or 132(f).

2.8 “Beneficial Ownership” shall have the same meaning as that term is used within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended.

2.9 “Beneficiary” shall mean a Participant’s Beneficiary pursuant to Article VIII.

2.10 “Board” shall mean the Board of Supervisors of Suburban Propane Partners, L.P.

2.11 “Cause” shall mean (a) a Participant’s gross negligence or willful misconduct in the performance of his or her duties, (b) a Participant’s willful or grossly negligent failure to perform his or her duties, (c) the breach by a Participant of any written covenants to the Partnership, (d) dishonest, fraudulent or unlawful behavior by a Participant (whether or not in conjunction with employment) or a Participant being subject to a judgment, order or decree (by consent or otherwise) by any governmental or regulatory authority which restricts his or her ability to engage in the business conducted by the Partnership, or any of its affiliates, or (e) willful or reckless breach by a Participant of any policy adopted by the Partnership concerning conflicts of interest, standards of business conduct, fair employment practices or procedures with respect to compliance with applicable laws.  For purposes of the Plan, no act or failure to act on a Participant’s part will be considered “willful” unless done, or omitted to be done, by a Participant not in good faith or without a reasonable belief that the action or omission was in the best interests of the Partnership.

2.12 “Change in Capitalization” shall mean any increase or reduction in the number of Common Units, or any change in the Common Units, change in the percentage ownership interest of the Partnership attributable to the Common Units or exchange of Common Units for a different number or kind of units or other securities of the Partnership by reason of a reclassification, recapitalization, merger, consolidation, reorganization, spin-off, split-up, issuance of warrants or rights or other convertible securities, unit distribution, unit split or reverse unit split, cash dividends, property dividend, combination or exchange of units, repurchase of units, change in corporate structure or otherwise.

2.13 “Change of Control” shall mean:

(a) the date (which must be a date subsequent to the Effective Date) on which any Person (including the Partnership’s general partner) or More than One Person Acting as a Group (other than the Partnership and/or its Affiliates) acquires, during the 12 month period ending on the date of the most recent acquisition, Common Units or other voting equity interests eligible to vote for the election of Supervisors (or of any entity, including the Partnership’s general partner, that has the same authority as the Board to manage the affairs of the Partnership) (“Voting Securities”) representing thirty percent (30%) or more of the combined voting power of the Partnership’s then outstanding Voting Securities; provided, however, that in determining whether a Change of Control has occurred, Voting Securities which have been acquired in a “Non-Control Acquisition” shall be excluded from the numerator. A “Non-Control Acquisition” shall mean an acquisition of Voting Securities (x) by the Partnership, any of its Affiliates and/or an employee benefit plan (or a trust forming a part thereof) maintained by any one or more of them, or (y) in connection with a “Non-Control Transaction”; or

(b) the date of the consummation of (x) a merger, consolidation or reorganization involving the Partnership, unless (A) the holders of the Voting Securities of the Partnership immediately before such merger, consolidation or reorganization own, directly or indirectly, immediately following such merger, consolidation or reorganization, at least fifty percent (50%) of the combined voting power of the outstanding Voting Securities of the entity resulting from such merger, consolidation or reorganization (the “Surviving Entity”) in substantially the same proportion as their ownership of the Voting Securities of the Partnership immediately before such merger, consolidation or reorganization, and (B) no person or entity (other than the Partnership, any Affiliate, any employee benefit plan (or any trust forming a part thereof) maintained by the Partnership, any Affiliate, the Surviving Entity, or any Person who, immediately prior to such merger, consolidation or reorganization, had Beneficial Ownership of more than twenty five percent (25%) of the then outstanding Voting Securities of the Partnership), has Beneficial Ownership of more than twenty five percent (25%) of the combined voting power of the Surviving Entity’s then outstanding Voting Securities; or (y) the sale or other disposition of forty percent (40%) of the total gross fair market value of all the assets of the Partnership to any Person or More than One Person Acting as a Group (other than a transfer to an

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Affiliate). For this purpose, gross fair market value means the value of the assets of the Partnership, or the value of the assets being disposed of, determined without regard to any liability associated with such assets. A transaction described in clause (A) or (B) of subsection (x) hereof shall be referred to as a “Non-Control Transaction;” or

(c) the date a majority of the members of the Board are replaced during any twelve (12) month period by the action of the Board taken when a majority of the Supervisors who are then members of the Board are not Continuing Supervisors (for purposes of this section, the term “Continuing Supervisor” means a Supervisor who was either (A) first elected or appointed as a Supervisor prior to the Effective Date; or (B) subsequently elected or appointed as a Supervisor if such Supervisor was nominated or appointed by at least a majority of the then Continuing Supervisors).

Notwithstanding the foregoing, a Change of Control shall not be deemed to occur solely because any Person (the “Subject Person”) acquired Beneficial Ownership of more than the permitted amount of the outstanding Voting Securities as a result of the acquisition of Voting Securities by the Partnership which, by reducing the number of Voting Securities outstanding, increases the proportional number of Voting Securities Beneficially Owned by the Subject Person, provided that if a Change of Control would occur (but for the operation of this sentence) as a result of the acquisition of Voting Securities by the Partnership, and after such acquisition of Voting Securities by the Partnership, the Subject Person becomes the Beneficial Owner of any additional Voting Securities which increases the percentage of the then outstanding Voting Securities Beneficially Owned by the Subject Person, then a Change of Control shall occur. In addition, so long as Section 409A of the Code (or any successor provision thereto) remains in effect, notwithstanding anything herein to the contrary, none of the foregoing events shall be deemed to be a “Change of Control” unless such event constitutes a “change in control event” within the meaning of Section 409A of the Code and the regulations and guidance promulgated thereunder.

2.14 “Committee” shall mean the Compensation Committee of the Board.

2.15 “Common Unit” shall mean each of the common units representing publicly traded limited partnership interests of the Partnership.

2.16 “Disability” shall have the same meaning that such term (or similar term) has under the long-term disability plan in which the Participant is eligible to be covered.

2.17 “Distributable Cash Flow Component” shall have the meaning set forth in Article 5.3.

2.18 “Effective Date” shall mean September 27, 2020.

2.19 “Fair Market Value of Partnership’s Common Units” as of a specific date shall be equal to the twenty (20) day average of the closing prices preceding that date.

2.20 “Fiscal Year” shall mean the fiscal year adopted by the Partnership.

2.21 “General Partner” shall have the meaning set forth in the Partnership Agreement.

2.22 “Good Reason” shall mean (a) any failure by the Partnership to comply in any material respect with the compensation provisions of a written employment agreement between a Participant and the Partnership, (b) a material adverse change in a Participant’s title without his or her consent, or (c) the assignment to a Participant, without his or her consent, of duties and responsibilities materially inconsistent with his or her position’s level of responsibility.

2.23 “Measurement Period” shall have the same meaning as set forth in Article 5.2.

2.24 “More than one Person Acting as a Group” shall have the same meaning as set forth in Treasury Regulation 1.409A-3(i)(5)(v)(B).

2.25 “Operating/Strategic Objective Component” shall have the meaning set forth in Article 5.3.

2.26 “Operating/Strategic Objectives” shall mean the objectives selected by the Committee at the beginning of each Measurement Period to be used by the Committee to determine the amount to be earned by the Participants for the Operating/Strategic Objective Component.

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2.27 “Participant” shall mean an employee of Suburban Propane, L.P. or of a Subsidiary designated by the Committee to participate in the Plan.

2.28 “Partnership” shall mean collectively Suburban Propane, L.P. and Suburban Propane Partners, L.P., Delaware limited partnerships, and their successors.

2.29 “Partnership Agreement” shall mean the Third Amended and Restated Agreement of Limited Partnership of Suburban Propane Partners, L.P., as amended, or any succeeding agreements of limited partnership of Suburban Propane Partners, L.P.

2.30 “Performance Measures” shall have the same meaning as set forth in Article 5.3.

2.31 “Performance Scale” shall be the range of potential payout percentages corresponding to the Average Distributable Cash Flow for each respective three-year Measurement Period associated with the Distributable Cash Flow Component determined in accordance with Article 5.3.

2.32 “Person” shall have the same meaning as that term is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended.

2.33 “Phantom Unit Distributions” shall have the same meaning as set forth in Article 5.4.

2.34 “Plan” shall mean this Suburban Propane, L.P. 2021 Long Term Incentive Plan, as may be amended from time to time.

2.35 “Retirement” shall mean voluntary termination of employment by a Participant who has attained age 55 and who has completed ten (10) years of “eligible service” to the Partnership or its predecessors, in connection with a bona fide intent by the Participant to no longer seek full time employment in the industries in which the Partnership then participates. Retirement shall not include voluntary termination of employment by a Participant in response to, or anticipation of, a termination of employment for Cause by the Partnership or one of its affiliates. The term “eligible service” shall have the same meaning as the term is used in the Pension Plan for eligible Employees of Suburban Propane L.P. and Subsidiaries.

2.36 “Subsidiary” shall mean any corporation, partnership, or other Person of which a majority of its voting power or its voting equity securities or equity interest is owned, directly or indirectly, by the Partnership.

2.37 “Supervisor” shall mean a member of the Board.

2.38 “Target Grant” shall have the same meaning as set forth in Article 5.1.

2.39 “Unitholders” shall mean the Persons holding Common Units.

2.40 “Unvested Phantom Units” shall mean a hypothetical number of units arrived at by dividing the Target Grant established upon commencement of the Measurement Period by the Fair Market Value of Partnership Common Units on the first day of the Measurement Period. If the market is closed on the first day of the Measurement Period then the Fair Market Value on the next business day shall be used.

2.41 “Vested Phantom Units” shall mean the quantity of a Participant’s Unvested Phantom Units which are earned upon culmination of the Measurement Period.

ARTICLE III

PARTICIPATION

Only those Participants designated from time to time by the Committee shall participate in the Plan and receive Target Grants hereunder.

ARTICLE IV

ADMINISTRATION

4.1 Administration by the Committee. The Plan shall be administered by the Committee, which shall hold meetings at such times as may be necessary for the proper administration of the Plan. The Committee shall keep

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minutes of its meetings. A quorum shall consist of not less than two members of the Committee and such quorum may authorize any action. Any decision or determination reduced to writing and signed by a majority of all of the members of the Committee shall be as fully effective as if made by a majority vote at a meeting duly called and held. No member of the Committee shall be liable for any action, failure to act, determination or interpretation made in good faith with respect to this Plan or any transaction hereunder, except for liability arising from his or her own willful misfeasance, gross negligence or reckless disregard of his or her duties. The Partnership hereby agrees to indemnify each member of the Committee for all costs and expenses and, to the extent permitted by applicable law, any liability incurred in connection with defending against, responding to, negotiating for the settlement of or otherwise dealing with any claim, cause of action or dispute of any kind arising in connection with any actions in administering this Plan or in authorizing or denying authorization for any transaction hereunder.

4.2 Powers of the Committee. Subject to the express terms and conditions set forth herein, the Committee shall have the power, from time to time to:

(a) select those Participants for whom Target Grants shall be established;

(b) construe and interpret the Plan, the Actual Distributable Cash Flow, the Average Distributable Cash Flow, the Baseline Distributable Cash Flow, the Distributable Cash Flow Component, the Operating/Strategic Objectives, the Operating/Strategic Objectives Component, the Target Grants, the Unvested and Vested Phantom Units and corresponding Phantom Unit Distributions, and establish, amend and revoke rules and regulations for the administration of the Plan, including, but not limited to, correcting any defect or supplying any omission, or reconciling any inconsistency in the Plan, in the manner and to the extent it shall deem necessary or advisable so that the Plan complies with applicable law and otherwise to make the Plan fully effective.

(c) exercise its discretion with respect to the powers and rights granted to it as set forth in the Plan; and

(d) generally, exercise such powers and perform such acts as it deems necessary or advisable to promote the best interests of the Partnership with respect to the Plan.

4.3 Decisions of the Committee are Final and Binding. The Committee’s decisions, actions, determinations and interpretations shall be final and binding upon the Partnership, all Participants, Beneficiaries, equity holders of the Partnership and any other Person.

4.4 Change in Capitalization. In the event of any Change in Capitalization, any special distribution to the Common Unitholders or any other event which, in the opinion of the Committee, has a significant impact on the Average Distributable Cash Flow for any Measurement Period not anticipated by the Committee at the commencement of such Measurement Period, the Committee may adjust in a manner determined by the Committee in its sole discretion to be necessary and appropriate.

ARTICLE V

GRANTS

5.1 Target Grant. The Committee shall establish a Target Grant for each Participant at the beginning of each Fiscal Year equal to a designated percentage of such Participant’s Base Salary, or Annual Target Cash Bonus, at the start of the Fiscal Year. Each Participant’s designated percentage shall be recorded in resolutions of the Committee. In the event a Participant’s Base Salary, or Annual Target Cash Bonus, for the respective Fiscal Year is adjusted within 120 days after the start of the Fiscal Year, the Target Grant will be computed using such adjusted Base Salary or Annual Target Cash Bonus.

5.2 Measurement Period. This is a three Fiscal Year period commencing on the first day of the Fiscal Year during which the Target Grant was established and ending on the last day of the following third Fiscal Year.

5.3 Performance Measures. The percentage of the Unvested Phantom Units that shall be earned and immediately converted to Vested Phantom Units at the end of the Measurement Period shall be determined based on the achievement of the Distributable Cash Flow Component and the Operating/Strategic Objective Component.  For each Measurement Period commencing prior to September 25, 2021, seventy-five percent (75%) of the Unvested Phantom Units will be eligible to be earned based upon achievement of the Distributable Cash Flow Component and twenty-five percent (25%) of the Unvested Phantom Units will be eligible to be earned based upon achievement of

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the Operating/Strategic Objective Component.  For Measurement Periods commencing subsequent to September 25, 2021, fifty percent (50%) of the Unvested Phantom Units will be eligible to be earned based upon achievement of the Distributable Cash Flow Component and fifty percent (50%) of the Unvested Phantom Units will be eligible to be earned based upon achievement of the Operating/Strategic Objective Component.

(a) Distributable Cash Flow Component.   At the beginning of each new Measurement Period, the Committee shall establish the Performance Scale for the Distributable Cash Flow Component that will measure the Average Distributable Cash Flow for the Measurement Period.  The Performance Scale will include the minimum threshold, target threshold and maximum threshold levels of achievement of Average Distributable Cash Flow that will be used to determine the percentage, if any, of the Unvested Phantom Units attributable to the Distributable Cash Flow Component that will be converted into Vested Phantom Units at the end of the Measurement Period. The percentage of Unvested Phantom Units attributable to the Distributable Cash Flow Component that can be earned and converted into Vested Phantom Units will range from 50% for minimum threshold achievement to 150% for maximum threshold achievement.  In the event that Average Distributable Cash Flow for the Measurement Period is achieved between dollar thresholds in the Performance Scale, the percentage of Unvested Phantom Units that will be converted into Vested Phantom Units will be determined based on linear interpolation

(b) Operating/Strategic Objectives Component.  At the beginning of each new Measurement Period, the Committee shall establish the Operating/Strategic Objectives that will measure the Partnership’s performance in achieving such Operating/Strategic Objectives for the Measurement Period.  At the end of the Measurement Period, the Committee will evaluate the Partnership’s achievement of the Operating/Strategic Objectives Component in order to determine the percentage, if any, of the Unvested Phantom Units attributable to the Operating/Strategic Objectives Component that will be converted into Vested Phantom Units at the end of the Measurement Period.  The Committee will determine in its sole discretion how much weight to place on any one, or several, of the Operating/Strategic Objectives in determining the percentage of the Unvested Phantom Units attributable to the Operating/Strategic Objectives Component that will become Vested Phantom Units at the end of the Measurement Period.  The percentage of Unvested Phantom Units attributable to the Operating/Strategic Objectives Component that can be earned and converted into Vested Phantom Units will be determined based on the following payout scale.

Percentage of

Operating/Strategic Objectives Component

      Earned  

Maximum Threshold      150%

      125%

Target Threshold      100%

        75%

Minimum Threshold        50%

(c) Forfeiture.  If, at the end of the Measurement Period, the Committee determines that any portion of the Unvested Phantom Units has not been earned, the unearned portion of said Unvested Phantom Units shall be forfeited.

5.4 Plan Distributions. At the end of each Measurement Period, the Committee will determine the percentage of the Participant’s Unvested Phantom Units that will become Vested Phantom Units based on the level of achievement of the Distributable Cash Flow Component and the Operating/Strategic Objectives Component established for such Measurement Period.  Upon vesting, each Participant will receive a cash payment equal to the quantity of his or her Vested Phantom Units multiplied by the Fair Market Value of the Partnership’s Common Units on the last date of the Measurement Period plus the Participant’s Phantom Unit Distributions. For this purpose, “Phantom Unit Distributions” means the Participant’s Vested Phantom Units multiplied by the cumulative per-Common Unit distribution declared and paid by the Partnership for each quarter over the course of the Measurement Period. In no event shall any payments be made hereunder in Common Units.

ARTICLE VI

VESTING

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6.1 Vesting Schedule. Subject to Articles 6.2 and 6.3, vesting is in accordance with Article 5.3. Notwithstanding anything in this Article VI to the contrary, the Committee may accelerate the vesting of Unvested Phantom Units and all accrued Phantom Unit Distributions at any time for any reason, but may not accelerate payment of any Phantom Unit Distributions except as expressly authorized hereunder.

6.2 Change of Control. Notwithstanding anything in this Plan to the contrary, upon a Change of Control occurring while the Participant is employed, the cash value of 150% of all Unvested Phantom Units multiplied by the price per Common Unit paid in the transaction that constitutes the Change of Control and a sum equal to 150% of the Unvested Phantom Units multiplied by an amount equal to the cumulative, per-Common Unit distribution declared from the beginning of the Measurement Period through the date on which a Change of Control occurred shall become fully vested and non-forfeitable and shall be paid to a Participant within thirty (30) days after the Change of Control.

6.3 Forfeiture. Subject to Articles 6.2, 6.4 and 6.5, Unvested Phantom Units shall lapse and be forfeited upon the occurrence of either of the following events: (a) termination of the Participant’s employment or participation in the Plan for any reason, except under the circumstances provided in Articles 6.4 and 6.5; or (b) any attempted or completed transfer, sale, pledge, hypothecation, or assignment by the Participant of the Unvested Phantom Units.

6.4 Disability or Death. Notwithstanding the provisions of Article 6.3, if a Participant’s employment terminates as a result of Disability or death, all Unvested Phantom Units and the Phantom Unit Distributions associated with said Unvested Phantom Units for such Participant shall vest in accordance with Articles 6.1 and 6.2, as applicable, and shall be paid in accordance with Article VII and VIII.

6.5 Termination without Cause or for Good Reason. In the event a Participant’s employment by the Partnership is terminated by the Partnership without Cause or by the Participant for Good Reason, all Unvested Phantom Units and all Phantom Unit Distributions associated with said Unvested Phantom Units shall vest upon the next succeeding scheduled vesting date pursuant to Articles 6.1 or 6.2, as applicable, and shall be paid in accordance with Article VII and VIII.

6.6 Notwithstanding anything in this Plan to the contrary, Target Grants shall be deemed ‘‘Incentive Compensation’’ covered by the terms of the Partnership’s Incentive Compensation Recoupment Policy (the ‘‘Policy’’) adopted by the Board on April 25, 2007, which is incorporated herein by reference. In accordance with the Policy, in the event of a significant restatement of the Partnership’s published financial results, where the percentage of the Unvested Phantom Units derived from Target Grants subject to this Article 6.6 that are converted to Vested Phantom Units pursuant to Article 5.3 herein would have been lower had the vesting percentage been calculated based on the restated financial results, the Committee may review the circumstances surrounding the restatement and shall have the sole and absolute discretion and authority to determine whether to seek reimbursement of the amount, or some lesser portion thereof (without interest), by which certain Participants’ distributions under Article 5.4 of this Plan exceeded the lower payment that would have been made based on the restated financial results, regardless of the fault, misconduct or responsibility of any such Participants in the restatement. If the Committee determines that any fraud or intentional misconduct by a Participant was a contributing factor to the Partnership having to make a significant restatement, then, in addition to other disciplinary action, the Committee may require reimbursement of all, or any part, of the compensation paid to that Participant in excess of that Participant’s Base Salary, plus interest, including distributions made under the Plan, for the period of such restatement. This Article 6.6 shall be interpreted and administered in accordance with the Policy as in effect from time to time. In the case of any inconsistency between the Policy and this Article 6.6, the Policy shall control.

ARTICLE VII

PAYMENTS

The Plan Distributions associated with Vested Phantom Units earned by a Participant under the Plan shall be paid to the Participant as soon as reasonably possible following the culmination of the Measurement Period, but in no event later than the end of the calendar year in which the Measurement Period concluded, other than as provided in Section 6.2.

ARTICLE VIII

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BENEFICIARIES

A Participant may at any time and from time to time prior to death designate one or more Beneficiaries to receive any payments to be made following the Participant’s death. If no such designation is on file with the Partnership at the time of a Participant’s death, the Participant’s Beneficiary shall be the beneficiary or beneficiaries named in the Beneficiary designation most recently filed by the Participant with the Partnership. If the Participant has not effectively designated a Beneficiary, or if no Beneficiary so designated has survived the Participant, the Participant’s Beneficiary shall be the Participant’s surviving spouse, or, if no spouse has survived the Participant, the estate of the deceased Participant. If an individual Beneficiary cannot be located for a period of one year following the Participant’s death, despite mail notification to the Beneficiary’s last known address, and if the Beneficiary has not made a written claim for benefits within such period to the Committee, the Beneficiary shall be deemed to have predeceased the Participant. The Committee may require such proof of death and such evidence of the right of any person to receive all or part of the benefit of a deceased Participant as the Committee may consider to be appropriate. The Committee may rely upon any direction by the legal representatives of the estate of a deceased Participant, without liability to any other person. If a Participant has designated his or her spouse as Beneficiary, upon entry of a judgment of divorce (or other evidence of formal dissolution of the marriage) the designation of the spouse as Beneficiary will be deemed to have been revoked, unless the Participant reaffirms such designation thereafter.

ARTICLE IX

TERMINATION AND AMENDMENT OF THE PLAN

The Plan shall terminate by its terms on the day preceding the tenth (10^th) anniversary of the Effective Date of this Plan as originally adopted and no Target Grant may be established thereafter. The previous sentence notwithstanding, the Board may, at any time and from time to time, amend, terminate, modify or suspend the Plan; provided, however, that, subject to Article XXI, no such amendment, modification, suspension or termination shall impair or adversely affect any Target Grants established for a Participant under the Plan, except with the consent of the Participant. Any amounts payable under the Plan in connection with a termination of the Plan shall either be made at the time otherwise provided herein or, in the Committee’s sole discretion, upon an earlier date to the extent permitted under Section 409A of the Code.

ARTICLE X

NON-EXCLUSIVITY OF THE PLAN

The adoption of the Plan by the Board shall not be construed as amending, modifying or rescinding any previously approved incentive arrangement or as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of options to acquire Common Units, and such arrangements may be either applicable generally or only in specific cases.

ARTICLE XI

LIMITATION OF LIABILITY

As illustrative of the limitation of liability of the Partnership, but not intended to be exhaustive thereof, nothing in the Plan shall be construed to:

(a) give any person any right to the establishment of a Target Grant other than at the sole discretion of the Committee;

(b) give any person any rights whatsoever with respect to a Target Grant or Unvested Phantom Units except as specifically provided in the Plan.

(c) limit in any way the right of the Partnership to terminate the employment of any person at any time; or

(d) be evidence of any agreement or understanding, express or implied, that the Partnership will employ any person at any particular rate of compensation or for any particular period of time.

ARTICLE XII

REGULATIONS AND OTHER APPROVALS; GOVERNING LAW

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12.1 Except as to matters of federal law, this Plan and the rights of all persons claiming hereunder shall be construed and determined in accordance with laws of the State of New Jersey without giving effect to conflicts of law principles.

12.2 Except as provided in Article IX hereof, the Board may make such changes to the Plan as may be necessary or appropriate to comply with the rules and regulations of any government authority.

ARTICLE XIII

WITHHOLDING OF TAXES

At such time(s) as a Participant recognizes income for purposes of income, employment, or other tax liability, the Partnership shall withhold an amount equal to the federal, state and local taxes and other amounts as may be required by law to be withheld by the Partnership.

ARTICLE XIV

NO REQUIRED SEGREGATION OF ASSETS; UNFUNDED PLAN

Neither the Partnership, nor any Subsidiary, shall be required to segregate any assets that may at any time be represented by Unvested Phantom Units, Vested Phantom Units or Phantom Unit Distributions made pursuant to the Plan. The Plan is an unfunded plan for incentive and deferred compensation.  With respect to any payments to which a Participant or his or her Beneficiary has a fixed and vested interest, but which are not yet made by the Partnership, nothing contained herein shall give any Participant or his or her Beneficiary any rights that are greater than those of a general unsecured creditor of the Partnership.

ARTICLE XV

RIGHT OF DISCHARGE RESERVED; NO RIGHT TO SAME BENEFITS

Neither the Plan, nor the establishment of any Target Grant, shall guarantee any Participant continued employment with the Partnership, or a Subsidiary, or guarantee the establishment of future Target Grants. The provisions applicable to Target Grants hereunder need not be the same with respect to each Participant.

ARTICLE XVI

NATURE OF PAYMENTS

All Target Grants awarded and Phantom Unit Distributions made pursuant to the Plan are in consideration of services for the Partnership or its Subsidiaries. The Target Grants and Phantom Unit Distributions constitute a special incentive payment to the Participant and shall not be taken into account as compensation for purposes of any of the employee benefit plans of the Partnership or any Subsidiary except as may be determined by the Committee.

ARTICLE XVII

CONSTRUCTION OF PLAN

The captions used in this Plan are for convenience only and shall not be construed in interpreting the Plan. Whenever the context so requires, the masculine shall include the feminine and neuter, and the singular shall also include the plural, and vice versa.

ARTICLE XVIII

SEVERABILITY

If any provision of the Plan shall be held unlawful or otherwise invalid or unenforceable in whole or in part, the unlawfulness, invalidity or unenforceability of said provision shall not affect any other provision of the Plan or part thereof, each of which shall remain in full force and effect.

ARTICLE XIX

DEFERRAL

Payments under the Plan may not be deferred by the Participants.

ARTICLE XX

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RETIREMENT OF PARTICIPANT

Upon Retirement, a Participant shall not be eligible for any additional grants under the Plan; however, all Unvested Phantom Units and all Phantom Unit Distributions associated with said Unvested Phantom Units shall vest upon their normal scheduled vesting dates pursuant to Articles 6.1 or 6.2, as applicable, and shall be paid in accordance with Article VII and VIII.

ARTICLE XXI

CODE SECTION 409A

Although the Partnership makes no guarantee with respect to the tax treatment of payments hereunder, the Plan is intended to comply with, or be exempt from, Section 409A of the Code and to the maximum extent permitted the Plan shall be limited, construed and interpreted in accordance with such intent. Accordingly, the Partnership reserves the right to amend the provisions of the Plan at any time and in any manner without the consent of Participants solely to comply with the requirements of Section 409A of the Code and to avoid the imposition of an excise tax under Section 409A of the Code on any payment to be made hereunder.  In no event whatsoever shall the Partnership be liable for any additional tax, interest or penalty that may be imposed on a Participant by Section 409A of the Code or any damages for failing to comply with or be exempt from Section 409A of the Code.

Whenever a payment hereunder specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Partnership.

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EX-31.1

EXHIBIT 31.1

Certification of the President and Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Michael A. Stivala, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Suburban Propane Partners, L.P.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Supervisors:

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

February 3, 2022	By:	/s/ MICHAEL A. STIVALA
		Michael A. Stivala
		President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

Certification of the Chief Financial Officer and Chief Accounting Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Michael A. Kuglin, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Suburban Propane Partners, L.P.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Supervisors:

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

February 3, 2022	By:	/s/ MICHAEL A. KUGLIN
		Michael A. Kuglin
		Chief Financial Officer and Chief Accounting Officer

EX-32.1

EXHIBIT 32.1

Certification of the President and Chief Executive Officer Pursuant to

18 U.S.C. Section 1350, as Adopted Pursuant to Section 906

of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Suburban Propane Partners, L.P. (the “Partnership”) on Form 10-Q for the period ended December 25, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael A. Stivala, President and Chief Executive Officer of the Partnership, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

By:	/s/ MICHAEL A. STIVALA
	Michael A. Stivala
	President and Chief Executive Officer
	February 3, 2022

EX-32.2

EXHIBIT 32.2

Certification of the Chief Financial Officer and Chief Accounting Officer

18 U.S.C. Section 1350, as Adopted Pursuant to Section 906

of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Suburban Propane Partners, L.P. (the “Partnership”) on Form 10-Q for the period ended December 25, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael A. Kuglin, Chief Financial Officer and Chief Accounting Officer of the Partnership, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

By:	/s/ MICHAEL A. KUGLIN
	Michael A. Kuglin
	Chief Financial Officer and Chief Accounting Officer
	February 3, 2022

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Document and Entity Information - shares	3 Months Ended
	Dec. 25, 2021	Jan. 31, 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		62,965,218
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Document Type	10-Q
Trading Symbol	SPH
Amendment Flag	false
Document Period End Date	Dec. 25, 2021
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

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Thousands	Dec. 25, 2021	Sep. 25, 2021
Current assets:
Cash and cash equivalents	$ 3,528	$ 5,808
Accounts receivable, less allowance for doubtful accounts of $3,632 and $3,332, respectively	123,056	71,372
Inventories	68,619	61,802
Other current assets	28,175	41,126
Total current assets	223,378	180,108
Property, plant and equipment, net	563,701	569,130
Operating lease right-of-use assets	140,428	129,999
Goodwill	1,107,026	1,107,026
Other intangible assets, net	37,829	39,263
Other assets	24,564	26,204
Total assets	2,096,926	2,051,730
Current liabilities:
Accounts payable	66,273	39,169
Accrued employment and benefit costs	23,392	40,814
Customer deposits and advances	100,410	111,727
Operating lease liabilities	32,752	30,878
Other current liabilities	56,301	64,558
Total current liabilities	279,128	287,146
Long-term borrowings	1,162,842	1,118,014
Accrued insurance	54,143	49,424
Operating lease liabilities	106,845	98,532
Other liabilities	66,620	73,193
Total liabilities	1,669,578	1,626,309
Commitments and contingencies	0	0
Partners’ capital:
Common Unitholders (62,964 and 62,538 units issued and outstanding at December 25, 2021 and September 25, 2021, respectively)	444,638	443,005
Accumulated other comprehensive loss	(17,290)	(17,584)
Total partners’ capital	427,348	425,421
Total liabilities and partners’ capital	$ 2,096,926	$ 2,051,730

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CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - USD ($) $ in Thousands	Dec. 25, 2021	Sep. 25, 2021
Current assets:
Allowance for doubtful accounts	$ 3,632	$ 3,332
Partners’ capital:
Common units issued (in units)	62,964,000	62,538,000
Common units outstanding (in units)	62,963,712	62,538,000

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Dec. 25, 2021	Dec. 26, 2020
Revenues
Total Revenues	$ 375,407	$ 305,191
Costs and expenses
Cost of products sold	196,338	103,379
Operating	105,730	97,979
General and administrative	19,798	18,130
Depreciation and amortization	16,285	28,017
Total Expenses	338,151	247,505
Operating income	37,256	57,686
Interest expense, net	15,299	18,135
Other, net	1,130	1,078
Income before (benefit from) provision for income taxes	20,827	38,473
(Benefit from) provision for income taxes	(471)	496
Net income	$ 21,298	$ 37,977
Net income per Common Unit - basic	$ 0.34	$ 0.61
Weighted average number of Common Units outstanding - basic	63,032	62,544
Net income per Common Unit - diluted	$ 0.34	$ 0.61
Weighted average number of Common Units outstanding - diluted	63,309	62,741
Propane [Member]
Revenues
Total Revenues	$ 331,117	$ 268,624
Fuel Oil and Refined Fuels [Member]
Revenues
Total Revenues	20,966	15,750
Natural Gas and Electricity [Member]
Revenues
Total Revenues	9,223	6,876
All Other [Member]
Revenues
Total Revenues	$ 14,101	$ 13,941

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited) - USD ($) $ in Thousands	3 Months Ended
	Dec. 25, 2021	Dec. 26, 2020
Statement Of Income And Comprehensive Income [Abstract]
Net income	$ 21,298	$ 37,977
Other comprehensive income:
Amortization of net actuarial losses and prior service credits into earnings	294	593
Other comprehensive income	294	593
Total comprehensive income	$ 21,592	$ 38,570

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands	3 Months Ended
	Dec. 25, 2021	Dec. 26, 2020
Cash flows from operating activities:
Net income	$ 21,298	$ 37,977
Adjustments to reconcile net income to net cash (used in) provided by operations:
Depreciation and amortization	16,285	28,017
Compensation costs recognized under Restricted Unit Plans	2,709	2,358
Other, net	1,092	724
Changes in assets and liabilities:
Accounts receivable	(51,684)	(51,472)
Inventories	(6,817)	(9,514)
Other current and noncurrent assets	4,308	(14,889)
Accounts payable	27,290	23,831
Accrued employment and benefit costs	(17,468)	(12,261)
Customer deposits and advances	(11,317)	(11,005)
Other current and noncurrent liabilities	969	10,468
Net cash (used in) provided by operating activities	(13,335)	4,234
Cash flows from investing activities:
Capital expenditures	(10,673)	(5,812)
Investment in and acquisition of businesses	(850)	(6,078)
Proceeds from sale of property, plant and equipment	1,152	676
Net cash (used in) investing activities	(10,371)	(11,214)
Cash flows from financing activities:
Proceeds from borrowings under revolving credit facility	114,600	93,900
Repayments of borrowings under revolving credit facility	(70,200)	(63,700)
Partnership distributions	(20,325)	(18,644)
Other, net	(2,649)	(2,403)
Net cash provided by financing activities	21,426	9,153
Net (decrease) increase in cash and cash equivalents	(2,280)	2,173
Cash and cash equivalents at beginning of period	5,808	3,140
Cash and cash equivalents at end of period	$ 3,528	$ 5,313

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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	37,977	$ 37,977
Other comprehensive income	593		593
Partnership distributions	(18,644)	(18,644)
Common Units issued under Restricted Unit Plans	(1,503)	$ (1,503)
Common Units issued under Restricted Unit Plans (in units)		376
Compensation costs recognized under Restricted Unit Plans	2,358	$ 2,358
Balance, end of period at Dec. 26, 2020	383,162	$ 408,345	(25,183)
Balance (in units) at Dec. 26, 2020		62,522
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	21,298	$ 21,298
Other comprehensive income	294		294
Partnership distributions	(20,325)	(20,325)
Common Units issued under Restricted Unit Plans	(2,049)	$ (2,049)
Common Units issued under Restricted Unit Plans (in units)		426
Compensation costs recognized under Restricted Unit Plans	2,709	$ 2,709
Balance, end of period at Dec. 25, 2021	$ 427,348	$ 444,638	$ (17,290)
Balance (in units) at Dec. 25, 2021		62,964

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Partnership Organization and Formation

3 Months Ended

Dec. 25, 2021

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, fuel oil and refined fuels, as well as the marketing of natural gas and electricity in deregulated markets.  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 62,963,712 Common Units outstanding at December 25, 2021.  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.

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 and services 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.

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Basis of Presentation

3 Months Ended

Dec. 25, 2021

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.

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Disaggregation of Revenue

3 Months Ended

Dec. 25, 2021

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%, 6% and 2%, respectively, of the Partnership’s revenue from its reportable segments for all periods presented.  The propane segment contributes the majority of the Partnership’s revenue and the concentration of revenue by customer type for the propane segment is not materially different from the consolidated revenue.

	Three Months Ended
	December 25,		December 26,
	2021		2020
Retail
Residential	$	198,005	$	174,711
Commercial		110,952		79,440
Industrial		34,194		25,795
Agricultural		13,803		11,138
Government		15,984		11,900
Wholesale		2,469		2,207
Total revenues	$	375,407	$	305,191

The Partnership recognized $33,288 and $32,419 of revenue during the three months ended December 25, 2021 and December 26, 2020, respectively, for annually billed tank rent, maintenance service contracts, fixed price contracts and budgetary programs where customer consideration was received at the start of the contract period, and which was included in contract liabilities as of the beginning of each respective period. Contract assets of $8,122 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 December 25, 2021 and September 25, 2021, respectively.

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Investments in and Acquisition of Businesses

3 Months Ended

Dec. 25, 2021

Business Combinations [Abstract]

Investments in and Acquisition of Businesses

4. Investments in and Acquisition of Businesses

The Operating Partnership owns a 39% equity stake in Oberon Fuels, Inc. (“Oberon”) based in San Diego, California and 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 begin commercializing a propane+rDME blended product.  During the first quarter of fiscal 2022, the Operating Partnership purchased an additional secured convertible note issued by Oberon.  These 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.  The investment in Oberon is being accounted for under the equity method of accounting, included within “Other assets” within the condensed consolidated balance sheets, and the Partnership’s equity in Oberon’s earnings are included within “Other, net” within the condensed consolidated statements of operations.

During the first quarter of fiscal 2022, the Operating Partnership acquired certain assets from a propane retailer for $500 including non-compete consideration.

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Financial Instruments and Risk Management

3 Months Ended

Dec. 25, 2021

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 quarter 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 December 25, 2021 and September 25, 2021, respectively:

	As of December 25, 2021			As of September 25, 2021
Asset Derivatives	Location	Fair Value		Location	Fair Value
Derivatives not designated as    hedging instruments:
Commodity-related derivatives	Other current assets	$	13,800	Other current assets	$	53,019
	Other assets		—	Other assets		1,813
		$	13,800		$	54,832
Liability Derivatives	Location	Fair Value		Location	Fair Value
Derivatives not designated as    hedging instruments:
Commodity-related derivatives	Other current liabilities	$	2,491	Other current liabilities	$	8,715
	Other liabilities		—	Other liabilities		1,632
		$	2,491		$	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 Unobservable Inputs (Level 3)
	Three Months Ended						Three Months Ended
	December 25, 2021						December 26, 2020
	Assets			Liabilities			Assets		Liabilities
Beginning balance of over-the-counter options	$	4,626		$	(451	)	$	—	$	—
Beginning balance realized during the period		(1,629	)		—			—		—
Contracts purchased during the period		—			—			—		—
Change in the fair value of outstanding contracts		(2,137	)		3			—		—
Ending balance of over-the-counter options	$	860		$	(448	)	$	—	$	—

As of December 25, 2021 and September 25, 2021, the Partnership’s outstanding commodity-related derivatives had a weighted average maturity of approximately four months.

The effect of the Partnership’s derivative instruments on the condensed consolidated statements of operations for the three months ended December 25, 2021 and December 26, 2020 are as follows:

	Three Months Ended December 25, 2021				Three Months Ended December 26, 2020
Derivatives Not Designated as Hedging Instruments	Unrealized Gains (Losses) Recognized in Income				Unrealized Gains (Losses) Recognized in Income
	Location	Amount			Location	Amount
Commodity-related derivatives	Cost of products sold	$	(33,505	)	Cost of products sold	$	4,855

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 December 25, 2021							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	$	22,708	$	(8,908	)	$	13,800	$	76,508	$	(21,676	)	$	54,832
Liability Derivatives
Commodity-related derivatives	$	11,399	$	(8,908	)	$	2,491	$	32,023	$	(21,676	)	$	10,347

The Partnership had $-0- posted cash collateral as of December 25, 2021 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
	December 25,		September 25,
	2021		2021
5.875% senior notes due March 1, 2027		363,125		367,063
5.0% senior notes due June 1, 2031		654,875		676,000
	$	1,018,000	$	1,043,063

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Inventories

3 Months Ended

Dec. 25, 2021

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
	December 25,		September 25,
	2021		2021
Propane, fuel oil and refined fuels and natural gas	$	66,894	$	59,492
Appliances		1,725		2,310
	$	68,619	$	61,802

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Goodwill and Other Intangible Assets

3 Months Ended

Dec. 25, 2021

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 acquired	$	—	$	—		$	—	$	—
Balance as of December 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

Other intangible assets consist of the following:

	As of
	December 25,			September 25,
	2021			2021
Customer relationships (1)	$	519,777		$	519,604
Non-compete agreements (1)		39,190			38,940
Other		1,967			1,967
		560,934			560,511
Less: accumulated amortization
Customer relationships		(488,006	)		(486,395	)
Non-compete agreements		(33,452	)		(33,229	)
Other		(1,647	)		(1,624	)
		(523,105	)		(521,248	)
	$	37,829		$	39,263

(1) Reflects the impact from acquisitions (See Note 4).

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Leases

3 Months Ended

Dec. 25, 2021

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 December 25, 2021.

Quantitative information on the Partnership’s lease population is as follows:

	Three Months Ended
	December 25,			December 26,
	2021			2020
Lease expense	$	9,838		$	8,933
Other information:
Cash payments for operating leases		10,074			8,941
Right-of-use assets obtained in exchange    for new operating lease liabilities		18,904			12,387
Weighted-average remaining lease term	6.1 years			6.4 years
Weighted-average discount rate		4.9	%		5.3	%

The following table summarizes future minimum lease payments under non-cancelable operating leases as of December 25, 2021:  

Fiscal Year	Operating Leases
2022 (remaining)	$	29,735
2023		34,198
2024		28,192
2025		23,925
2026		19,280
2027 and thereafter		27,381
Total future minimum lease payments	$	162,711
Less: interest		(22,770	)
Total lease obligations	$	139,941

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Net Income Per Common Unit

3 Months Ended

Dec. 25, 2021

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 277,223 and 196,729 units for the three months ended December 25, 2021 and December 26, 2020, respectively, to reflect the potential dilutive effect of the unvested restricted units outstanding using the treasury stock method.

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Long-Term Borrowings

3 Months Ended

Dec. 25, 2021

Debt Disclosure [Abstract]

Long Term Borrowings

10. Long-Term Borrowings

Long-term borrowings consist of the following:

	As of
	December 25,			September 25,
	2021			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		176,400			132,000
Subtotal		1,176,400			1,132,000
Less: unamortized debt issuance costs		(13,558	)		(13,986	)
	$	1,162,842		$	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 $176,400 and $132,000 was outstanding as of December 25, 2021 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 December 25, 2021, the interest rate for borrowings under the Revolving Credit Facility was approximately 2.16%.  The interest rate and the Applicable Rate will be reset following the end of each calendar quarter.

As of December 25, 2021, the Partnership had standby letters of credit issued under the Revolving Credit Facility of $48,862 which expire periodically through November 1, 2022.

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 December 25, 2021.

The aggregate amounts of long-term debt maturities subsequent to December 25, 2021 are as follows: fiscal 2022: $-0-; fiscal 2023: $-0-; fiscal 2024: $-0-; fiscal 2025: $176,400; fiscal 2026: $-0-; and thereafter: $1,000,000.

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Distributions of Available Cash

3 Months Ended

Dec. 25, 2021

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 January 20, 2022, the Partnership announced a quarterly distribution of $0.325 per Common Unit, or $1.30 per Common Unit on an annualized basis, in respect of the first quarter of fiscal 2022, payable on February 8, 2022 to holders of record on February 1, 2022.

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Unit-Based Compensation Arrangements

3 Months Ended

Dec. 25, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [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 three months ended December 25, 2021, the Partnership awarded 876,688 restricted units under the Restricted Unit Plans at an aggregate grant date fair value of $11,371.  The following is a summary of activity for the Restricted Unit Plans for the three months ended December 25, 2021:

				Weighted Average
	Restricted			Grant Date Fair
	Units			Value Per Unit
Outstanding September 25, 2021		1,231,863		$	15.26
Awarded		876,688			12.97
Forfeited		(1,666	)		(14.67	)
Vested (1)		(559,761	)		(16.42	)
Outstanding December 25, 2021		1,547,124		$	13.54

(1) During fiscal 2022, the Partnership withheld 133,836 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 December 25, 2021, unrecognized compensation cost related to unvested restricted units awarded under the Restricted Unit Plans amounted to $12,154.  Compensation cost associated with unvested awards is expected to be recognized over a weighted-average period of 1.1 years.  Compensation expense for the Restricted Unit Plans, net of forfeitures, for the three months ended December 25, 2021 and December 26, 2020 was $2,709 and $2,358, 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 months ended December 25, 2021 and December 26, 2020 was $299 and $207, 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 months ended December 25, 2021 and December 26, 2020 was $2,067 and $1,820, respectively.  As of December 25, 2021, and September 25, 2021, the Partnership had a liability included within accrued employment and benefit costs (or other liabilities, as applicable) of $7,266 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.

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Commitments and Contingencies

3 Months Ended

Dec. 25, 2021

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 December 25, 2021 and September 25, 2021, the Partnership had accrued liabilities of $66,173 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 $16,101 as of December 25, 2021 and September 25, 2021.

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 is currently a defendant in a putative class action suit in the Northern District of New York.  The complaint alleges a number of claims under various consumer statutes and common law in New York and Pennsylvania regarding pricing offered to electricity customers in those states.  The complaint was dismissed in part by the district court, but causes of action based on the New York consumer statute and breach of contract were allowed to proceed.  Based on the nature of the allegations in the suit, the Partnership believes that the suit is without merit and is defending against it vigorously.  With respect to this pending suit, the Partnership has determined, based on the allegations and discovery to date, that no reserve for a loss contingency is required.  The Partnership is unable to reasonably estimate the possible loss or range of loss, if any, arising from the action.  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.

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Guarantees

3 Months Ended

Dec. 25, 2021

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 $33,997 as of December 25, 2021.  The fair value of residual value guarantees for outstanding operating leases was de minimis as of December 25, 2021 and September 25, 2021.

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Pension Plans and Other Postretirement Benefits

3 Months Ended

Dec. 25, 2021

Compensation And Retirement Disclosure [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
	December 25,			December 26,
	2021			2020
Interest cost	$	559		$	534
Expected return on plan assets		(354	)		(319	)
Amortization of net loss		599			898
Net periodic benefit cost	$	804		$	1,113

	Postretirement Benefits
	Three Months Ended
	December 25,			December 26,
	2021			2020
Interest cost	$	20		$	19
Amortization of prior service credits		(124	)		(124	)
Amortization of net (gain)		(181	)		(181	)
Net periodic benefit cost	$	(285	)	$	(286	)

The Partnership expects to contribute approximately $3,330 to the defined benefit pension plan during fiscal 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 $167 was contributed during the three months ended December 25, 2021. 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 December 25, 2021 and September 25, 2021, the Partnership’s estimated obligation to these MEPPs was $23,302 and $23,567, respectively, as a result of its voluntary full withdrawal from certain MEPPs.

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Amounts Reclassified Out of Accumulated Other Comprehensive Income

3 Months Ended

Dec. 25, 2021

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 months ended December 25, 2021 and December 26, 2020:

	Three Months Ended
	December 25,			December 26,
	2021			2020
Pension Benefits
Balance, beginning of period	$	(23,303	)	$	(32,286	)
Reclassifications to earnings:
Amortization of net loss (1)		599			898
Other comprehensive income		599			898
Balance, end of period	$	(22,704	)	$	(31,388	)
Postretirement Benefits
Balance, beginning of period	$	5,719		$	6,510
Reclassifications to earnings:
Amortization of net gain and prior service credits (1)		(305	)		(305	)
Other comprehensive loss		(305	)		(305	)
Balance, end of period	$	5,414		$	6,205
Accumulated Other Comprehensive Income (Loss)
Balance, beginning of period	$	(17,584	)	$	(25,776	)
Reclassifications to earnings		294			593
Other comprehensive income		294			593
Balance, end of period	$	(17,290	)	$	(25,183	)

(1) These amounts are included in the computation of net periodic benefit cost.  See Note 15, “Pension Plans and Other Postretirement Benefits.”

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Income Taxes

3 Months Ended

Dec. 25, 2021

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.

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Segment Information

3 Months Ended

Dec. 25, 2021

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 and agricultural customers and, to a lesser extent, wholesale distribution to large industrial end users.  In the residential and commercial 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.

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.

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
	December 25,			December 26,
	2021			2020
Revenues:
Propane	$	331,117		$	268,624
Fuel oil and refined fuels		20,966			15,750
Natural gas and electricity		9,223			6,876
All other		14,101			13,941
Total revenues	$	375,407		$	305,191
Operating income (loss):
Propane	$	66,575		$	83,604
Fuel oil and refined fuels		1,694			2,625
Natural gas and electricity		1,670			1,959
All other		(5,790	)		(5,061	)
Corporate		(26,893	)		(25,441	)
Total operating income		37,256			57,686
Reconciliation to net income:
Interest expense, net		15,299			18,135
Other, net		1,130			1,078
(Benefit from) provision for income taxes		(471	)		496
Net income	$	21,298		$	37,977
Depreciation and amortization:
Propane	$	13,734		$	25,691
Fuel oil and refined fuels		428			400
Natural gas and electricity		5			6
All other		45			47
Corporate		2,073			1,873
Total depreciation and amortization	$	16,285		$	28,017

	As of
	December 25,		September 25,
	2021		2021
Assets:
Propane	$	1,968,010	$	1,935,399
Fuel oil and refined fuels		52,101		47,039
Natural gas and electricity		13,737		11,275
All other		19,513		17,767
Corporate		43,565		40,250
Total assets	$	2,096,926	$	2,051,730

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Basis of Presentation (Policies)

3 Months Ended

Dec. 25, 2021

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.

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Disaggregation of Revenue (Tables)

3 Months Ended

Dec. 25, 2021

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
	December 25,		December 26,
	2021		2020
Retail
Residential	$	198,005	$	174,711
Commercial		110,952		79,440
Industrial		34,194		25,795
Agricultural		13,803		11,138
Government		15,984		11,900
Wholesale		2,469		2,207
Total revenues	$	375,407	$	305,191

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Financial Instruments and Risk Management (Tables)

3 Months Ended

Dec. 25, 2021

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 December 25, 2021 and September 25, 2021, respectively:

	As of December 25, 2021			As of September 25, 2021
Asset Derivatives	Location	Fair Value		Location	Fair Value
Derivatives not designated as    hedging instruments:
Commodity-related derivatives	Other current assets	$	13,800	Other current assets	$	53,019
	Other assets		—	Other assets		1,813
		$	13,800		$	54,832
Liability Derivatives	Location	Fair Value		Location	Fair Value
Derivatives not designated as    hedging instruments:
Commodity-related derivatives	Other current liabilities	$	2,491	Other current liabilities	$	8,715
	Other liabilities		—	Other liabilities		1,632
		$	2,491		$	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 Unobservable Inputs (Level 3)
	Three Months Ended						Three Months Ended
	December 25, 2021						December 26, 2020
	Assets			Liabilities			Assets		Liabilities
Beginning balance of over-the-counter options	$	4,626		$	(451	)	$	—	$	—
Beginning balance realized during the period		(1,629	)		—			—		—
Contracts purchased during the period		—			—			—		—
Change in the fair value of outstanding contracts		(2,137	)		3			—		—
Ending balance of over-the-counter options	$	860		$	(448	)	$	—	$	—

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 months ended December 25, 2021 and December 26, 2020 are as follows:

	Three Months Ended December 25, 2021				Three Months Ended December 26, 2020
Derivatives Not Designated as Hedging Instruments	Unrealized Gains (Losses) Recognized in Income				Unrealized Gains (Losses) Recognized in Income
	Location	Amount			Location	Amount
Commodity-related derivatives	Cost of products sold	$	(33,505	)	Cost of products sold	$	4,855

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 December 25, 2021							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	$	22,708	$	(8,908	)	$	13,800	$	76,508	$	(21,676	)	$	54,832
Liability Derivatives
Commodity-related derivatives	$	11,399	$	(8,908	)	$	2,491	$	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
	December 25,		September 25,
	2021		2021
5.875% senior notes due March 1, 2027		363,125		367,063
5.0% senior notes due June 1, 2031		654,875		676,000
	$	1,018,000	$	1,043,063

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Inventories (Tables)

3 Months Ended

Dec. 25, 2021

Inventory Disclosure [Abstract]

Inventories

Inventories consist of the following:

	As of
	December 25,		September 25,
	2021		2021
Propane, fuel oil and refined fuels and natural gas	$	66,894	$	59,492
Appliances		1,725		2,310
	$	68,619	$	61,802

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Goodwill and Other Intangible Assets (Tables)

3 Months Ended

Dec. 25, 2021

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 acquired	$	—	$	—		$	—	$	—
Balance as of December 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

Other intangible assets

Other intangible assets consist of the following:

	As of
	December 25,			September 25,
	2021			2021
Customer relationships (1)	$	519,777		$	519,604
Non-compete agreements (1)		39,190			38,940
Other		1,967			1,967
		560,934			560,511
Less: accumulated amortization
Customer relationships		(488,006	)		(486,395	)
Non-compete agreements		(33,452	)		(33,229	)
Other		(1,647	)		(1,624	)
		(523,105	)		(521,248	)
	$	37,829		$	39,263

(1) Reflects the impact from acquisitions (See Note 4).

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Leases (Tables)

3 Months Ended

Dec. 25, 2021

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
	December 25,			December 26,
	2021			2020
Lease expense	$	9,838		$	8,933
Other information:
Cash payments for operating leases		10,074			8,941
Right-of-use assets obtained in exchange    for new operating lease liabilities		18,904			12,387
Weighted-average remaining lease term	6.1 years			6.4 years
Weighted-average discount rate		4.9	%		5.3	%

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 December 25, 2021:  

Fiscal Year	Operating Leases
2022 (remaining)	$	29,735
2023		34,198
2024		28,192
2025		23,925
2026		19,280
2027 and thereafter		27,381
Total future minimum lease payments	$	162,711
Less: interest		(22,770	)
Total lease obligations	$	139,941

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Long-Term Borrowings (Tables)

3 Months Ended

Dec. 25, 2021

Debt Disclosure [Abstract]

Long-term borrowings

Long-term borrowings consist of the following:

	As of
	December 25,			September 25,
	2021			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		176,400			132,000
Subtotal		1,176,400			1,132,000
Less: unamortized debt issuance costs		(13,558	)		(13,986	)
	$	1,162,842		$	1,118,014

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Unit-Based Compensation Arrangements (Tables)

3 Months Ended

Dec. 25, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Summary of activity In the Restricted Unit Plans

The following is a summary of activity for the Restricted Unit Plans for the three months ended December 25, 2021:

				Weighted Average
	Restricted			Grant Date Fair
	Units			Value Per Unit
Outstanding September 25, 2021		1,231,863		$	15.26
Awarded		876,688			12.97
Forfeited		(1,666	)		(14.67	)
Vested (1)		(559,761	)		(16.42	)
Outstanding December 25, 2021		1,547,124		$	13.54

(1) During fiscal 2022, the Partnership withheld 133,836 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.

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Pension Plans and Other Postretirement Benefits (Tables)

3 Months Ended

Dec. 25, 2021

Compensation And Retirement Disclosure [Abstract]

Components of Net Periodic Benefit Costs

The following table provides the components of net periodic benefit costs:

	Pension Benefits
	Three Months Ended
	December 25,			December 26,
	2021			2020
Interest cost	$	559		$	534
Expected return on plan assets		(354	)		(319	)
Amortization of net loss		599			898
Net periodic benefit cost	$	804		$	1,113

	Postretirement Benefits
	Three Months Ended
	December 25,			December 26,
	2021			2020
Interest cost	$	20		$	19
Amortization of prior service credits		(124	)		(124	)
Amortization of net (gain)		(181	)		(181	)
Net periodic benefit cost	$	(285	)	$	(286	)

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Amounts Reclassified Out of Accumulated Other Comprehensive Income (Tables)

3 Months Ended

Dec. 25, 2021

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 months ended December 25, 2021 and December 26, 2020:

	Three Months Ended
	December 25,			December 26,
	2021			2020
Pension Benefits
Balance, beginning of period	$	(23,303	)	$	(32,286	)
Reclassifications to earnings:
Amortization of net loss (1)		599			898
Other comprehensive income		599			898
Balance, end of period	$	(22,704	)	$	(31,388	)
Postretirement Benefits
Balance, beginning of period	$	5,719		$	6,510
Reclassifications to earnings:
Amortization of net gain and prior service credits (1)		(305	)		(305	)
Other comprehensive loss		(305	)		(305	)
Balance, end of period	$	5,414		$	6,205
Accumulated Other Comprehensive Income (Loss)
Balance, beginning of period	$	(17,584	)	$	(25,776	)
Reclassifications to earnings		294			593
Other comprehensive income		294			593
Balance, end of period	$	(17,290	)	$	(25,183	)

(1) These amounts are included in the computation of net periodic benefit cost.  See Note 15, “Pension Plans and Other Postretirement Benefits.”

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Segment Information (Tables)

3 Months Ended

Dec. 25, 2021

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
	December 25,			December 26,
	2021			2020
Revenues:
Propane	$	331,117		$	268,624
Fuel oil and refined fuels		20,966			15,750
Natural gas and electricity		9,223			6,876
All other		14,101			13,941
Total revenues	$	375,407		$	305,191
Operating income (loss):
Propane	$	66,575		$	83,604
Fuel oil and refined fuels		1,694			2,625
Natural gas and electricity		1,670			1,959
All other		(5,790	)		(5,061	)
Corporate		(26,893	)		(25,441	)
Total operating income		37,256			57,686
Reconciliation to net income:
Interest expense, net		15,299			18,135
Other, net		1,130			1,078
(Benefit from) provision for income taxes		(471	)		496
Net income	$	21,298		$	37,977
Depreciation and amortization:
Propane	$	13,734		$	25,691
Fuel oil and refined fuels		428			400
Natural gas and electricity		5			6
All other		45			47
Corporate		2,073			1,873
Total depreciation and amortization	$	16,285		$	28,017

	As of
	December 25,		September 25,
	2021		2021
Assets:
Propane	$	1,968,010	$	1,935,399
Fuel oil and refined fuels		52,101		47,039
Natural gas and electricity		13,737		11,275
All other		19,513		17,767
Corporate		43,565		40,250
Total assets	$	2,096,926	$	2,051,730

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Partnership Organization and Formation - Additional Information (Details) - shares	Dec. 25, 2021	Sep. 25, 2021
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items]
Common units outstanding (in units)	62,963,712	62,538,000
Ownership interest in Suburban Energy Finance Corp (in hundredths)	100.00%
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

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Basis of Presentation - Additional Information (Details)	3 Months Ended
	Dec. 25, 2021 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)	100.00%

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Disaggregation of Revenue - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Dec. 25, 2021	Dec. 26, 2020	Sep. 25, 2021
Disaggregation Of Revenue [Line Items]
Contract with customer, liability revenue recognized	$ 33,288	$ 32,419
Contract assets	$ 8,122		$ 6,004
Propane [Member]
Disaggregation Of Revenue [Line Items]
Segment reporting, percentage of revenue	88.00%	88.00%
Fuel Oil and Refined Fuels [Member]
Disaggregation Of Revenue [Line Items]
Segment reporting, percentage of revenue	6.00%	6.00%
Natural Gas and Electricity [Member]
Disaggregation Of Revenue [Line Items]
Segment reporting, percentage of revenue	2.00%	2.00%

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Disaggregation of Revenue - Schedule of Revenue Disaggregation for Customer Type (Details) - USD ($) $ in Thousands	3 Months Ended
	Dec. 25, 2021	Dec. 26, 2020
Disaggregation Of Revenue [Line Items]
Total revenues	$ 375,407	$ 305,191
Retail [Member] | Residential [Member]
Disaggregation Of Revenue [Line Items]
Total revenues	198,005	174,711
Retail [Member] | Commercial [Member]
Disaggregation Of Revenue [Line Items]
Total revenues	110,952	79,440
Retail [Member] | Industrial [Member]
Disaggregation Of Revenue [Line Items]
Total revenues	34,194	25,795
Retail [Member] | Agricultural [Member]
Disaggregation Of Revenue [Line Items]
Total revenues	13,803	11,138
Retail [Member] | Government [Member]
Disaggregation Of Revenue [Line Items]
Total revenues	15,984	11,900
Wholesale [Member]
Disaggregation Of Revenue [Line Items]
Total revenues	$ 2,469	$ 2,207

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Investments in and Acquisition of Businesses - Additional Information (Details) $ in Thousands	3 Months Ended
	Dec. 25, 2021 USD ($)
Oberon
Business Acquisition [Line Items]
Percentage of voting interests acquired	39.00%
Propane Retailer
Business Acquisition [Line Items]
Asset acquired	$ 500

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Financial Instruments and Risk Management - Additional Information (Details) - USD ($)	3 Months Ended	12 Months Ended
	Dec. 25, 2021	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	4 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)	1.00%

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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	Dec. 25, 2021	Sep. 25, 2021
Commodity-Related Derivatives [Member]
Derivatives, Fair Value [Line Items]
Fair value - assets	$ 22,708	$ 76,508
Fair value - liabilities	11,399	32,023
Derivatives Not Designated as Hedging Instruments [Member]
Derivatives, Fair Value [Line Items]
Fair value - assets	13,800	54,832
Fair value - liabilities	2,491	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	13,800	53,019
Derivatives Not Designated as Hedging Instruments [Member] | Commodity-Related Derivatives [Member] | Other Assets [Member]
Derivatives, Fair Value [Line Items]
Fair value - assets	0	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	2,491	8,715
Derivatives Not Designated as Hedging Instruments [Member] | Commodity-Related Derivatives [Member] | Other Liabilities [Member]
Derivatives, Fair Value [Line Items]
Fair value - liabilities	$ 0	$ 1,632

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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	3 Months Ended
	Dec. 25, 2021	Dec. 26, 2020
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	(1,629)	0
Contracts purchased during the period	0	0
Change in the fair value of outstanding contracts	(2,137)	0
Ending balance of over-the-counter options	860	0
Reconciliation of beginning and ending balances of liabilities measured at fair value on recurring basis using significant unobservable inputs [Rollforward]
Beginning balance of over-the-counter options	(451)	0
Beginning balance realized during the period	0	0
Contracts purchased during the period	0	0
Change in the fair value of outstanding contracts	3	0
Ending balance of over-the-counter options	$ (448)	$ 0

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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
	Dec. 25, 2021	Dec. 26, 2020
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	$ (33,505)	$ 4,855

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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	Dec. 25, 2021	Sep. 25, 2021
Asset Derivatives [Abstracts]
Gross amounts	$ 22,708	$ 76,508
Effects of netting	(8,908)	(21,676)
Net amounts presented in the balance sheet	13,800	54,832
Liability Derivatives [Abstracts]
Gross amounts	11,399	32,023
Effects of netting	(8,908)	(21,676)
Net amounts presented in the balance sheet	$ 2,491	$ 10,347

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Financial Instruments and Risk Management - Fair Value of the Partnership's Senior Notes (Details) - USD ($) $ in Thousands	Dec. 25, 2021	Sep. 25, 2021
Bank Debt and Senior Notes [Abstract]
Fair value of Senior Notes	$ 1,018,000	$ 1,043,063
5.875% Senior Notes due March 1, 2027 [Member]
Bank Debt and Senior Notes [Abstract]
Fair value of Senior Notes	363,125	367,063
5.0 % Senior Notes due June 1, 2031 [Member]
Bank Debt and Senior Notes [Abstract]
Fair value of Senior Notes	$ 654,875	$ 676,000

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Financial Instruments and Risk Management - Fair Value of the Partnership's Senior Notes (Parenthetical) (Details)	3 Months Ended
	Dec. 25, 2021	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
5.0 % Senior Notes due June 1, 2031 [Member]
Bank Debt and Senior Notes [Abstract]
Stated interest rate (in hundredths)	5.00%	5.00%
Maturity date	Jun. 01, 2031

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Inventories - Inventories (Details) - USD ($) $ in Thousands	Dec. 25, 2021	Sep. 25, 2021
Inventory Net [Abstract]
Propane, fuel oil and refined fuels and natural gas	$ 66,894	$ 59,492
Appliances	1,725	2,310
Total inventory	$ 68,619	$ 61,802

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Goodwill and Other Intangible Assets - Additional Information (Details)	3 Months Ended
	Dec. 25, 2021
Goodwill And Intangible Assets Disclosure [Abstract]
Projection period for discounted cash flow analyses to estimate reporting unit fair value	10 years

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Goodwill and Other Intangible Assets - Carrying Values of Goodwill Assigned to Partnership's Operating Segments (Details) - USD ($) $ in Thousands		3 Months Ended
		Dec. 25, 2021	Sep. 25, 2021
Goodwill [Line Items]
Goodwill		$ 1,113,488	$ 1,113,488
Accumulated adjustments		(6,462)	(6,462)
Goodwill, net		1,107,026	1,107,026
Goodwill acquired	[1]	0
Propane [Member]
Goodwill [Line Items]
Goodwill		1,094,688	1,094,688
Accumulated adjustments		0	0
Goodwill, net		1,094,688	1,094,688
Goodwill acquired	[1]	0
Fuel Oil and Refined Fuels [Member]
Goodwill [Line Items]
Goodwill		10,900	10,900
Accumulated adjustments		(6,462)	(6,462)
Goodwill, net		4,438	4,438
Goodwill acquired	[1]	0
Natural Gas and Electricity [Member]
Goodwill [Line Items]
Goodwill		7,900	7,900
Accumulated adjustments		0	0
Goodwill, net		7,900	$ 7,900
Goodwill acquired	[1]	$ 0

[1] Reflects the impact from acquisitions (See Note 4).

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Goodwill and Other Intangible Assets - Summary of Other Intangible Assets (Details) - USD ($) $ in Thousands		Dec. 25, 2021	Sep. 25, 2021
Finite Lived Intangible Assets [Line Items]
Other intangible assets, gross		$ 560,934	$ 560,511
Accumulated amortization		(523,105)	(521,248)
Other intangible assets, net		37,829	39,263
Customer Relationships [Member]
Finite Lived Intangible Assets [Line Items]
Other intangible assets, gross	[1]	519,777	519,604
Accumulated amortization		(488,006)	(486,395)
Non-compete Agreements [Member]
Finite Lived Intangible Assets [Line Items]
Other intangible assets, gross	[1]	39,190	38,940
Accumulated amortization		(33,452)	(33,229)
Other [Member]
Finite Lived Intangible Assets [Line Items]
Other intangible assets, gross		1,967	1,967
Accumulated amortization		$ (1,647)	$ (1,624)

[1] Reflects the impact from acquisitions (See Note 4).

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Leases - Additional Information (Details)	3 Months Ended
	Dec. 25, 2021
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

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Leases - Schedule of Quantitative Information on the Partnership's Lease Population (Details) - USD ($) $ in Thousands	3 Months Ended
	Dec. 25, 2021	Dec. 26, 2020
Lessee Disclosure [Abstract]
Lease expense	$ 9,838	$ 8,933
Other information:
Cash payments for operating leases	10,074	8,941
Right-of-use assets obtained in exchange for new operating lease liabilities	$ 18,904	$ 12,387
Weighted-average remaining lease term	6 years 1 month 6 days	6 years 4 months 24 days
Weighted-average discount rate	4.90%	5.30%

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Leases - Schedule of Future Minimum Lease Payments Under Non-cancelable Operating Lease (Details) $ in Thousands	Dec. 25, 2021 USD ($)
Lessee Disclosure [Abstract]
2022 (remaining)	$ 29,735
2023	34,198
2024	28,192
2025	23,925
2026	19,280
2027 and thereafter	27,381
Total future minimum lease payments	162,711
Less: interest	(22,770)
Total lease obligations	$ 139,941

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Net Income Per Common Unit - Additional Information (Details) - shares	3 Months Ended
	Dec. 25, 2021	Dec. 26, 2020
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)	277,223	196,729

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Long-Term Borrowings - Summary of Long-Term Borrowings (Details) - USD ($) $ in Thousands	Dec. 25, 2021	Sep. 25, 2021
Debt Instrument [Line Items]
Long-term borrowings, Subtotal	$ 1,176,400	$ 1,132,000
Less: unamortized debt issuance costs	(13,558)	(13,986)
Long-term borrowings	1,162,842	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	$ 176,400	$ 132,000

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Long-Term Borrowings - Summary of Long-Term Borrowings (Parenthetical) (Details)		3 Months Ended
	Mar. 05, 2020	Dec. 25, 2021	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
5.0 % Senior Notes due June 1, 2031 [Member]
Debt Instrument [Line Items]
Stated interest rate (in hundredths)		5.00%	5.00%
Maturity date		Jun. 01, 2031
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Maturity date	Mar. 05, 2025	Mar. 05, 2025

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Long-Term Borrowings - Additional Information (Details) - USD ($)		3 Months Ended
	Mar. 05, 2020	Dec. 25, 2021	Sep. 25, 2021
Debt Instrument [Line Items]
Long-term borrowings		$ 1,176,400,000	$ 1,132,000,000
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		176,400,000
Long-term debt maturities, 2026		0
Long-term debt maturities, 2026 and thereafter		$ 1,000,000,000
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)		1.00%
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Consolidated interest coverage ratio, minimum		2.5
Total consolidated leverage ratio		5.75
Senior secured unconsolidated leverage ratio maximum		3.25
Amended Credit Agreement Due 2021 [Member]
Debt Instrument [Line Items]
Weighted average interest rate (in hundredths)		2.16%
Amended Credit Agreement Due 2021 [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)		0.50%
Amended Credit Agreement Due 2021 [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Description of applicable interest rate on borrowings		LIBOR
Margin over basis rate (in hundredths)		1.00%
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Maturity date	Mar. 05, 2025	Mar. 05, 2025
Long-term borrowings		$ 176,400,000	132,000,000
Standby letters of credit issued under the Revolving Credit Facility		$ 48,862,000
Standby letters of credit issued under the Revolving Credit Facility, expiration date		Nov. 01, 2022
Revolving Credit Facility [Member] | Third Amended and Restated Credit [Member]
Debt Instrument [Line Items]
Long-term borrowings		$ 176,400,000	$ 132,000,000
Credit Facility, maximum amount	$ 500,000,000
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
5.0 % Senior Notes due June 1, 2031 [Member]
Debt Instrument [Line Items]
Stated interest rate (in hundredths)		5.00%	5.00%
Maturity date		Jun. 01, 2031
Date public offering completed		May 24, 2021
Percentage of principal amount at which debt was issued (in hundredths)		100.00%
Aggregate principal amount		$ 650,000,000
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
Long-term borrowings		$ 350,000,000	$ 350,000,000
Percentage of principal amount at which debt was issued (in hundredths)		100.00%
Percentage of the principal amount repurchase offer under change of control provision (in hundredths)		101.00%
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		$ 650,000,000	$ 650,000,000
Percentage of the principal amount repurchase offer under change of control provision (in hundredths)		101.00%
Repurchase of debt due to decline in rating after consummation of change of control, period		90 days

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Distributions of Available Cash - Additional Information (Details)	3 Months Ended
	Dec. 25, 2021 $ / shares
Distributions Made To Members Or Limited Partners [Abstract]
Distributions to its partners	45 days
Declaration date of quarterly distribution	Jan. 20, 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	Feb. 08, 2022
Date of record of quarterly distribution	Feb. 01, 2022

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Unit-Based Compensation Arrangements - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Dec. 25, 2021	Dec. 26, 2020	Sep. 25, 2021	Jul. 31, 2019
Distribution Equivalent Rights Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Compensation expense	$ 299	$ 207
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	876,688
Aggregate grant date fair value of restricted units awarded	$ 11,371
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
Restricted Stock Units (RSUs) [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized compensation cost	$ 12,154
Weighted-average recognition period of compensation cost	1 year 1 month 6 days
Compensation expense	$ 2,709	2,358
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
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)	$ 2,067	1,820
Liability included within accrued employment and benefit costs (or other liabilities, as applicable) related to estimated future payments under the LTIP	7,266		$ 9,184
Cash payouts	$ 3,985	$ 3,354

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Unit-Based Compensation Arrangements - Summary of Activity For Restricted Units Plans (Details) - 2009 Restricted Unit Plan [Member]	3 Months Ended
	Dec. 25, 2021 $ / shares shares
Units [Rollforward]
Outstanding, beginning of period (in units) | shares	1,231,863
Awarded (in units) | shares	876,688
Forfeited (in units) | shares	(1,666)
Vested (in units) | shares	(559,761)	[1]
Outstanding, end of period (in units) | shares	1,547,124
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	(14.67)
Vested (in dollars per unit) | $ / shares	(16.42)	[1]
Outstanding, end of period (in dollars per unit) | $ / shares	$ 13.54

[1] During fiscal 2022, the Partnership withheld 133,836 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.

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Unit-Based Compensation Arrangements - Summary of Activity For Restricted Units Plans (Parenthetical) (Details)	3 Months Ended
	Dec. 25, 2021 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	133,836

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Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands	Dec. 25, 2021	Sep. 25, 2021
Commitments And Contingencies Disclosure [Abstract]
Accrued insurance liabilities	$ 66,173	$ 66,124
Portion of the estimated liability that exceeds insurance deductibles	$ 16,101	$ 16,101

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Guarantees - Additional Information (Details)	3 Months Ended
	Dec. 25, 2021 USD ($)
Guarantees [Abstract]
Transportation equipment remaining lease periods	2032
Maximum potential amount of aggregate future payments Partnership could be required to make	$ 33,997,000

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Pension Plans and Other Postretirement Benefits - Components of Net Periodic Benefit Costs (Details) - USD ($) $ in Thousands	3 Months Ended
	Dec. 25, 2021	Dec. 26, 2020
Pension Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Interest cost	$ 559	$ 534
Expected return on plan assets	(354)	(319)
Amortization of net loss (gain)	599	898
Net periodic benefit cost	804	1,113
Postretirement Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Interest cost	20	19
Amortization of prior service credits	(124)	(124)
Amortization of net loss (gain)	(181)	(181)
Net periodic benefit cost	$ (285)	$ (286)

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Pension Plans and Other Postretirement Benefits - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Dec. 25, 2021	Sep. 25, 2021
Components of net periodic benefit costs included in operating expenses [Abstract]
Estimated obligation due to full withdrawal multi employer pension plans	$ 23,302	$ 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
Post-Retirement Benefits [Member]
Components of net periodic benefit costs included in operating expenses [Abstract]
Defined benefit plan expected future benefit payments	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	$ 167

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Amounts Reclassified Out of Accumulated Other Comprehensive Income - Reclassification out of accumulated other comprehensive income (loss) (Details) - USD ($) $ in Thousands		3 Months Ended
		Dec. 25, 2021	Dec. 26, 2020
Accumulated Other Comprehensive Income Loss [Line Items]
Balance beginning		$ (17,584)	$ (25,776)
Reclassifications to earnings		294	593
Other comprehensive income		294	593
Balance ending		(17,290)	(25,183)
Pension Benefits [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Balance beginning		(23,303)	(32,286)
Reclassifications to earnings	[1]	599	898
Other comprehensive income		599	898
Balance ending		(22,704)	(31,388)
Post-Retirement Benefits [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Balance beginning		5,719	6,510
Amortization of net gain and prior service credits	[1]	(305)	(305)
Other comprehensive income		(305)	(305)
Balance ending		$ 5,414	$ 6,205

[1] These amounts are included in the computation of net periodic benefit cost.  See Note 15, “Pension Plans and Other Postretirement Benefits.”

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Income Taxes - Additional Information (Details) $ in Thousands	3 Months Ended
	Dec. 25, 2021 USD ($)
Income Tax Disclosure [Abstract]
Discrete deferred tax benefit	$ 638

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Segment Information - Additional Information (Details)	3 Months Ended
	Dec. 25, 2021 Segment
Segment Reporting [Abstract]
Number of operating segments	4
Number of reportable segments	3

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Segment Information - Disclosure by Reportable Segment and Reconciliation of Total Operating Segment Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Dec. 25, 2021	Dec. 26, 2020	Sep. 25, 2021
Revenues [Abstract]
Total revenues	$ 375,407	$ 305,191
Operating income (loss):
Total operating income	37,256	57,686
Reconciliation to net income:
Interest expense, net	15,299	18,135
Other, net	1,130	1,078
(Benefit from) provision for income taxes	(471)	496
Net income	21,298	37,977
Depreciation and amortization [Abstract]
Total depreciation and amortization	16,285	28,017
Assets [Abstract]
Total assets	2,096,926		$ 2,051,730
Operating/Reportable Segments [Member] | Propane [Member]
Revenues [Abstract]
Total revenues	331,117	268,624
Operating income (loss):
Total operating income	66,575	83,604
Depreciation and amortization [Abstract]
Total depreciation and amortization	13,734	25,691
Assets [Abstract]
Total assets	1,968,010		1,935,399
Operating/Reportable Segments [Member] | Fuel Oil and Refined Fuels [Member]
Revenues [Abstract]
Total revenues	20,966	15,750
Operating income (loss):
Total operating income	1,694	2,625
Depreciation and amortization [Abstract]
Total depreciation and amortization	428	400
Assets [Abstract]
Total assets	52,101		47,039
Operating/Reportable Segments [Member] | Natural Gas and Electricity [Member]
Revenues [Abstract]
Total revenues	9,223	6,876
Operating income (loss):
Total operating income	1,670	1,959
Depreciation and amortization [Abstract]
Total depreciation and amortization	5	6
Assets [Abstract]
Total assets	13,737		11,275
Operating/Reportable Segments [Member] | All Other [Member]
Revenues [Abstract]
Total revenues	14,101	13,941
Operating income (loss):
Total operating income	(5,790)	(5,061)
Depreciation and amortization [Abstract]
Total depreciation and amortization	45	47
Assets [Abstract]
Total assets	19,513		17,767
Operating/Reportable Segments [Member] | Corporate [Member]
Operating income (loss):
Total operating income	(26,893)	(25,441)
Depreciation and amortization [Abstract]
Total depreciation and amortization	2,073	$ 1,873
Assets [Abstract]
Total assets	$ 43,565		$ 40,250