Skip to main content

SUBURBAN PROPANE PARTNERS LP

For the period ended Sep 27, 2025. Filed Nov 26, 2025.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Nov 26, 2025

SPH$17.18-0.2%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-K

Period ended 2024-09-28; filed 2024-11-27.

0000950170-24-131309

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Current report: 10-K

Period ended 2025-09-27; filed 2025-11-26.

0001193125-25-298630

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 122 previous paragraphs and 126 current paragraphs.

63 unchanged; 34 reworded; 28 added; 25 removed; 0 previous and 1 current paragraphs rearranged.

Tables are not compared: 9 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (28)

Current report

On February 20, 2025, we entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, BofA Securities, Inc., and Evercore Group L.L.C., each acting as a sales agent and/or principal (each, an “Agent,” and collectively, the “Agents”). Pursuant to the terms of the Equity Distribution Agreement, we may issue and sell from time to time, through the Agents, our Common Units representing limited partner interests in the Partnership having an aggregate offering amount of up to $100.0 million.

Current report

The Agents use their commercially reasonable efforts, as the sales agents and subject to the terms of the Equity Distribution Agreement, to sell the Common Units offered. Sales of the Common Units were deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act, including sales made directly on or through the New York Stock Exchange. We may also agree to sell Common Units to the Agents as principal for their own account on terms agreed to by us and the Agents. Each Agent will be entitled to a commission from us of up to 1.5% of the gross sales price per Common Unit sold under the Equity Distribution Agreement by such Agent acting as our sales agent, with the exact amount to be agreed to by us. During fiscal 2025, we issued 1.3 million Common Units under the Equity Distribution Agreement for net proceeds of $23.5 million, after $1.1 million of agent commissions and offering costs.

Current report

We intend to use the net proceeds from the sales of Common Units pursuant to the Equity Distribution Agreement to support our ongoing pursuit of opportunistic growth and accelerate debt reduction.

Current report

Retail propane gallons sold in fiscal 2025 totaled 400.5 million gallons, an increase of 5.9% compared to the prior year. The increase was primarily driven by sustained widespread cold temperatures during the most critical months for heat-related demand, increased demand for backup power generation and other applications in the Southeast following Hurricanes Helene and Milton, continued growth in our counter-seasonal national accounts business, and incremental volumes from our recent propane acquisitions. Average temperatures (as measured by heating degree days) across all of our service territories for fiscal 2025 were 9% warmer than normal and 4% cooler than the prior year. During January and February, which are critical months for heat-related demand during the heating season, average temperatures were comparable to normal and 13% colder than the same period last year.

Current report

Combined operating and general and administrative expenses of $590.5 million for fiscal 2025 increased $23.7 million, or 4.2%, compared to the prior year, primarily due to higher payroll and benefit-related expenses, overtime and other variable operating costs to support the increased activities associated with incremental customer demand, as well as higher variable compensation expense associated with the increase in earnings and costs related to modernizing our information technology platform.

Current report

During fiscal 2025, we utilized excess cash flows from operating activities and net proceeds of $23.5 million under our at-the-market (“ATM”) equity program to support the growth of our core propane operations, advance the buildout of our renewable energy platform, and to reduce debt. In addition to the improvement in earnings, we continued to advance our long-term strategic growth initiatives in fiscal 2025. The following highlights a few noteworthy accomplishments for the fiscal year:

Current report

We acquired and integrated a well-run propane business in strategic markets in New Mexico and Arizona for total consideration of approximately $53.0 million;

Current report

We acquired two high-quality propane businesses in attractive markets in California for total consideration of $24.0 million shortly after the end of fiscal 2025;

Current report

We created a dedicated sales and business development team focused on specific propane verticals that are less weather sensitive;

Current report

We continued to identify and foster new market expansion efforts to establish or extend our presence and grow market share;

Current report

We entered into a multi-year partnership with NASCAR and Speedway Motorsports, making Suburban Propane the official propane partner of NASCAR and Speedway Motorsports;

Current report

We expanded our renewable natural gas (“RNG”) operations team, which enabled us to internally manage key compliance functions and drive operational and safety excellence at our RNG production facilities; and we continued to advance our capital projects to construct an anaerobic digester system in upstate New York and install gas upgrade equipment at our existing anaerobic digestion facility in Columbus, Ohio;

Current report

We launched an ATM equity program to sell up to $100.0 million of newly issued Common Units, raising $23.5 million in net proceeds from the sale of 1.3 million Common Units. Proceeds from the ATM equity program will continue to be used to support our ongoing pursuit of opportunistic growth and accelerate debt reduction; and

Current report

We embarked on a multi-year technology modernization initiative that will simplify the way we operate, consolidate our systems platform and improve the tools we use to serve our customers -- delivering a better experience for both our employees and our customers, while maintaining our personalized, local service model.

Current report

Our long-term strategic growth plan is to foster the growth of our core propane business, while making strategic investments in lower carbon renewable energy alternatives that allows us to leverage our core competencies in safety, logistics expertise and customer service. Suburban Propane has a proud legacy of being a trusted provider of energy to local communities for almost 100 years. We are leveraging the strength and stability of our core propane business to position Suburban Propane for sustainable, long-term growth by helping to identify and invest in solutions to support the ongoing energy evolution to a lower-carbon energy economy. That innovation includes our advancements in delivering renewable propane and renewable natural gas as direct drop-in replacements for their traditional energy equivalents.

Current report

As discussed above, average temperatures (as measured in heating degree days) across all of our service territories for fiscal 2025 were 9% warmer than normal, and 4% cooler than the prior year. The fiscal 2025 heating season was characterized by unseasonably warm temperatures during the first quarter, followed by sustained and widespread cooler temperatures during January and February, which are the most critical months for heat-related demand during the second quarter. For that two-month period, average temperatures were 13% colder than the same period last year, which contributed to an increase in heat-related customer demand and volumes sold. Our volumes also benefited from our recent propane acquisitions and organic growth in various customer segments.

Current report

Revenues in our all other segment of $75.1 million were $2.4 million, or 3.1%, lower than in the prior year, primarily due to a decrease in RNG injection at our facility in Stanfield, Arizona, due to planned shut downs for equipment upgrades and maintenance activities, as well as the impact of extremely cold ambient air temperatures during the winter which adversely impacted anaerobic digestion and RNG production.

Current report

Operating expenses of $494.1 million for fiscal 2025 increased $17.2 million, or 3.6%, compared to $476.9 million in the prior year, primarily due to higher payroll and benefit-related costs, higher volume-related variable operating costs associated with incremental customer demand and higher variable compensation costs associated with the increase in earnings.

Current report

General and administrative expenses of $96.4 million for fiscal 2025 increased $6.5 million, or 7.2%, compared to $89.9 million in the prior year, primarily due to higher variable compensation costs associated with the increase in earnings and costs related to our multi-year initiative to modernize our information technology platform.

Current report

Depreciation and amortization expense of $72.0 million in fiscal 2025 increased $5.1 million, or 7.6%, from $67.0 million in the prior year, primarily as a result of additional investments made at our RNG production facilities, the impact of a propane acquisition that closed in November 2024 and accelerated depreciation for assets taken out of service.

Current report

Fiscal 2025 included an other-than-temporary impairment charge of $10.2 million (see Note 4, “Selected Balance Sheet and Statement of Operations Information” included within the Notes to Consolidated Financial Statements section elsewhere in this Annual Report).

Current report

Fiscal 2025 included an other-than-temporary impairment charge of $9.6 million (see Note 4, included within the Notes to Consolidated Financial Statements section elsewhere in this Annual Report).

Current report

Fiscal 2025 included an other-than-temporary impairment charge of $6.1 million (see Note 4, included within the Notes to Consolidated Financial Statements section elsewhere in this Annual Report).

Current report

Represents an adjustment to the fair value of a contingent consideration liability (see Note 4, included within the Notes to Consolidated Financial Statements section elsewhere in this Annual Report).

Current report

Represents net periodic benefits costs for our pension and other postretirement benefit plans (see Note 12, “Employee Benefit Plans” included within the Notes to Consolidated Financial Statements section elsewhere in this Annual Report).

Current report

Represents pro forma adjustments for acquisitions completed during the reporting period, as provided for under the Credit Agreement.
Removed paragraphs (25)

Previous report

Fiscal year 2024 included 52 weeks of operations compared to 53 weeks reported in the prior year.

Previous report

Retail propane gallons sold in fiscal 2024 of 378.3 million gallons decreased 4.6% compared to the prior year, primarily due to unseasonably warm and inconsistent temperatures throughout the heating season, particularly during the most critical months (December through February) for heat-related demand, with only a brief burst of extremely cold temperatures in mid-January. In addition, the additional week of operations in the prior fiscal year accounted for approximately 5.5 million gallons of the year-over-year decline in volumes. Average temperatures (as measured by heating degree days) across all of our service territories for fiscal 2024 were 10% warmer than normal and 2% warmer than the prior year.

Previous report

Combined operating and general and administrative expenses of $566.8 million for fiscal 2024 decreased $2.9 million, or 0.5%, compared to the prior year. Pension settlement charges of $0.6 million reported in operating expenses during fiscal 2024, and acquisition-related costs of $4.7 million reported within general and administrative expenses during fiscal 2023 were excluded from Adjusted EBITDA. Excluding these items, combined operating and general administrative expenses increased $1.2 million, or 0.2%, compared to the prior year, primarily due to higher payroll and benefit-related costs, and higher self-insurance costs, substantially offset by lower volume-related variable operating costs and lower variable compensation.

Previous report

In addition to mitigating the effects of unseasonably warm temperatures during the peak winter heating months with strong selling price management and controlling expenses, we succeeded in accomplishing a number of significant goals in fiscal 2024 as we continued to execute on our long-term strategic growth initiatives. The following highlights a few noteworthy accomplishments for fiscal 2024:

Previous report

We acquired three well-run retail propane businesses in Florida, Nevada and Texas for total consideration of $14.3 million during fiscal 2024; and in early fiscal 2025, we acquired a high-quality propane business that expanded our service territories in New Mexico and Arizona for total consideration of $53 million;

Previous report

We continued to foster the growth of our green market expansion efforts, and increased the number of active expansions in different parts of the country from nine in fiscal 2023 to eighteen in fiscal 2024;

Previous report

We made additional investments in Oberon Fuels, Inc. (“Oberon”) to support the commercialization of rDME as a blend with propane or as a precursor to hydrogen production. We are the only retailer in the United States delivering low carbon Propane+rDME, which we are currently delivering at a 4% blend level to certain forklift customers in southern California, while also seeing successful test results at a 10% blend level;

Previous report

We deployed capital to enhance the efficiency and operating performance of our RNG production facility in Stanfield, Arizona, which resulted in increased RNG production levels – reaching a daily peak of 1,535 MMBtu. RNG injection for the fiscal year averaged 1,049 MMBtu per day, representing an increase of 20% compared to the prior year;

Previous report

We deployed $14.0 million of growth capital expenditures for the installation of RNG upgrade equipment at our Columbus, Ohio facility, and advanced engineering and construction activities for our anaerobic digester in upstate New York;

Previous report

We continued to focus on our renewable energy platform, part of which is to offer a lower carbon renewable propane alternative for customers to maintain their existing propane infrastructure, while lowering their overall carbon footprint. We secured additional contracts for incremental renewable propane gallons as they come online in 2025; and

Previous report

We also received outside recognition for outstanding performance on a number of fronts:

Previous report

We were recognized as a Top Company for Women to Work in Transportation by the Women in Trucking Association for our culture that fosters gender diversity and career development opportunities;

Previous report

For the second year in a row, we were named one of the Best Employers for Veterans for 2024 by Military Times in recognition of our commitment to supporting service members, veterans, and their families;

Previous report

For the fourth year in a row, we are one of ten finalists in the Energy Transition – liquid gases category of the S&P Global Energy Awards for our strategic investments in renewable energy; and

Previous report

Our SuburbanCares platform has received several prestigious awards; including as a finalist in the Corporate Impact category of the S&P Global Energy Awards for the fourth time in five years.

Previous report

Our RNG production facilities are diversified across feedstocks, geographies and revenue streams, and complements Suburban Renewable Energy’s ongoing activity to construct, own and operate an RNG facility at Adirondack Farms in upstate New York. The RNG Acquisition in fiscal 2023 enhanced and increases Suburban Renewable Energy’s presence in RNG production and distribution. RNG can be produced from multiple organic waste streams, including agricultural and food waste, helping to reduce methane emissions, while offering a lower carbon solution as a drop-in replacement for traditional natural gas. This scalable platform complements our existing portfolio of renewable energy assets, both as a stand-alone RNG distributor, or using RNG as a pathway to hydrogen or rDME production. Suburban Propane has a proud legacy of being a trusted provider of energy to local communities for more than 95 years. Leveraging the strength and stability of our core propane business, we are positioning ourselves for sustainable long-term growth by investing in the clean energy economy of the future as society transitions to lower carbon alternatives, while also fostering the growth of our core propane business.

Previous report

As discussed above, average temperatures (as measured in heating degree days) across all of our service territories for fiscal 2024 were 10% warmer than normal, and 2% warmer than the prior year. The fiscal 2024 heating season was characterized by an inconsistent weather pattern and unseasonably warm temperatures throughout much of our service territories, particularly during the most critical winter months (December through February) for heat-related demand, with only a brief burst of cooler weather in mid-January. Following these inconsistent weather patterns and a lack of sustained cool temperatures during the winter, unseasonably warm weather continued into the spring season. The unseasonably warm and inconsistent weather pattern during much of fiscal 2024 adversely impacted heat-related demand.

Previous report

Revenues in our all other segment of $77.5 million were $3.7 million, or 5.0%, higher than in the prior year, primarily due to the full year impact of the RNG Acquisition which closed at the beginning of our fiscal 2023 second quarter. Revenues from the RNG business primarily consist of sales of RNG and the associated environmental attributes, tipping fees charged to third parties for various waste feedstocks and sales of digestate which is a byproduct of the anaerobic digestion process.

Previous report

Operating expenses of $476.9 million for fiscal 2024 decreased $1.2 million, or 0.3%, compared to $478.1 million in the prior year, primarily due to lower volume-related variable operating costs, lower variable compensation and one less week of operations in fiscal 2024, partially offset by higher self-insurance costs and a full year of operating costs associated with our RNG production facilities that were acquired during fiscal 2023.

Previous report

General and administrative expenses of $89.9 million for fiscal 2024 decreased $1.7 million, or 1.8%, compared to $91.6 million in the prior year, primarily due to $4.7 million in professional fees and expenses incurred last year related to our RNG Acquisition, as well as lower variable compensation and one less week in fiscal 2024, offset to an extent by higher payroll and benefit related costs and other inflationary increases.

Previous report

Depreciation and amortization expense of $67.0 million in fiscal 2024 increased $4.4 million, or 7.0%, from $62.6 million in the prior year, primarily as a result of depreciation and amortization from the tangible and intangible assets from the RNG Acquisition at the beginning of our second quarter of the prior year, partially offset by one less week in fiscal 2024.
Reworded paragraphs (34)

Previous wording

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.

Current wording

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.

Previous wording

During fiscal 2024, the wholesale cost of propane generally trended lower than the prior year during the first half of the year, but generally trended higher than the prior year during the second half, resulting in average wholesale costs for the full year being essentially flat. Consistent with our established practice, we adjusted customer pricing as market conditions allowed. According to the Energy Information Administration, U.S. propane inventory levels at the end of September 2024 were 97.8 million barrels, which was 3.6% less than September 2023 levels and 5.5% more than the five-year average for September.

Current wording

During fiscal 2025, the wholesale cost of propane generally trended higher than the prior year during the first nine months of the year, and then turned lower during the fourth quarter, resulting in average wholesale costs for the full year being 5.8% higher than the prior year. Consistent with our established practice, we adjusted customer pricing as market conditions allowed. According to the Energy Information Administration, U.S. propane inventory levels at the end of September 2025 were 103.4 million barrels, which was 5.7% higher than September 2024 levels and 12.8% higher than the five-year average for September.

Previous wording

We are experiencing increased inflation in the costs of various goods and services we use to operate our business, including volatile wholesale costs for the products we distribute. Although we have not experienced significant disruptions with securing the products we sell, inflationary factors and competition for resources across the supply chain has resulted in increased costs in a wide variety of areas, including labor, transportation costs, operating costs and the cost of capital expansion projects, tanks and other equipment. These and other factors may continue to impact our product costs, expenses, and capital expenditures, and could continue to have an impact on consumer demand as consumers manage the impact of inflation on their resources.

Current wording

We are experiencing increased inflation in the costs of various goods and services we use to operate our business, including volatile wholesale costs for the products we distribute. Although we have not experienced significant disruptions with securing the products we sell, inflationary factors and competition for resources across the supply chain has resulted in increased costs in a wide variety of areas; including labor, transportation costs, operating costs and the cost of capital expansion projects, tanks and other equipment. These and other factors, including the impact of tariffs and trade conflicts, may continue to impact our product costs, expenses and capital expenditures, and could continue to have an impact on consumer demand as consumers manage the impact of inflation and tariffs on their resources.

Previous wording

Net income for fiscal 2024 was $74.2 million, or $1.15 per Common Unit, compared to $123.8 million, or $1.94 per Common Unit, in fiscal 2023.

Current wording

Net income for fiscal 2025 was $106.6 million, or $1.64 per Common Unit, compared to $74.2 million, or $1.15 per Common Unit, in fiscal 2024.

Previous wording

Adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA, as defined and reconciled below) was $250.0 million for fiscal 2024, compared to $275.0 million in the prior year.

Current wording

Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA,” as defined and reconciled below) increased $28.0 million, or 11.2%, to $278.0 million for fiscal 2025, compared to $250.0 million in the prior year.

Previous wording

Average propane prices (basis Mont Belvieu, Texas) for fiscal 2024 were flat compared to the prior year. Total gross margins of $805.0 million in fiscal 2024 decreased $34.1 million, or 4.1%, compared to the prior year. Gross margins included unrealized losses attributable to the mark-to-market adjustment for derivative instruments used in risk management activities of $14.6 million and $3.7 million in fiscal 2024 and fiscal 2023, respectively. These non-cash adjustments, which were reported in cost of products sold, were excluded from Adjusted EBITDA for both periods. Excluding the impact of the unrealized mark-to-market adjustments, gross margin for fiscal 2024 decreased $23.2 million, or 2.7%, compared to the prior year, primarily due to lower propane volumes sold, partially offset by higher propane unit margins and higher margin contribution from the RNG operations. Excluding the impact of the unrealized mark-to-market adjustments, propane unit margins for fiscal 2024 increased $0.02 per gallon, or 1.3%, compared to the prior year.

Current wording

Average propane prices (basis Mont Belvieu, Texas) for fiscal 2025 increased 5.8% compared to the prior year. Total gross margins of $868.8 million for fiscal 2025 increased $63.8 million, or 7.9%, compared to the prior year. Gross margins for fiscal 2025 included an unrealized gain attributable to the mark-to-market adjustment for derivative instruments used in risk management activities of $2.4 million, compared to an unrealized loss of $14.6 million in fiscal 2024. These non-cash adjustments, which were reported in cost of products sold, were excluded from Adjusted EBITDA for both periods. Excluding the impact of these unrealized mark-to-market adjustments, gross margin for fiscal 2025 increased $46.8 million, or 5.7%, compared to the prior year, primarily due to higher propane volumes sold and higher propane unit margins. Excluding the impact of these unrealized mark-to-market adjustments, propane unit margins for fiscal 2025 increased approximately $0.02 per gallon, or 1.0%, compared to the prior year.

Previous wording

Total debt outstanding as of September 2024 increased $19.0 million compared to September 2023. The Consolidated Leverage Ratio, as defined in our credit agreement, for fiscal 2024 was 4.76x.

Current wording

Total debt outstanding as of September 2025 decreased $1.8 million compared to September 2024. The Consolidated Leverage Ratio, as defined in our credit agreement, for fiscal 2025 was 4.29x.

Previous wording

As we look ahead to fiscal 2025, our anticipated cash requirements include: (i) maintenance and growth capital expenditures of approximately $40.0 million for the propane segment; (ii) capital expenditures of approximately $39.5 million to support the construction and development efforts for our renewable energy platform; (iii) approximately $74.2 million of interest and income tax payments; and (iv) approximately $83.9 million of distributions to Unitholders, based on the current annualized rate of $1.30 per Common Unit. Based on our liquidity position, which includes availability of funds under the revolving credit facility and expected cash flow from operating activities, we expect to have sufficient funds to meet our current and future obligations.

Current wording

As we look ahead to fiscal 2026, our anticipated cash requirements include: (i) maintenance and growth capital expenditures of approximately $45.0 million for the propane segment; (ii) capital expenditures of approximately $30.0 to $35.0 million to support the construction and development efforts for our renewable energy platform; (iii) approximately $72.7 million of interest and income tax payments; and (iv) approximately $86.8 million of distributions to Unitholders, based on the current annualized rate of $1.30 per Common Unit. Based on our liquidity position, which includes availability of funds under the revolving credit facility and expected cash flow from operating activities and our ATM equity program, we expect to have sufficient funds to meet our current and future obligations.

Previous wording

Revenues from the distribution of propane and related activities of $1,150.0 million for fiscal 2024 decreased $82.1 million, or 6.7%, compared to $1,232.1 million for the prior year, primarily due to lower volumes sold and lower average retail selling prices associated with lower wholesale costs. Retail propane gallons sold decreased 18.1 million gallons, or 4.6%, to 378.3 million gallons, resulting in a decrease in revenues of $55.8 million. The additional week of operations in the prior fiscal year accounted for approximately 5.5 million gallons of the year-over-year decline in volumes. Average propane selling prices for fiscal 2024 decreased 2.2% compared to the prior year, reflecting lower average wholesale costs, resulting in a $25.1 million decrease in revenues. Included within the propane segment are revenues from risk management activities of $11.5 million for fiscal 2024, which decreased $1.2 million primarily due to a lower notional amount of hedging contracts used in risk management activities that were settled physically.

Current wording

Revenues from the distribution of propane and related activities of $1,265.5 million for fiscal 2025 increased $115.5 million, or 10.0%, compared to $1,150.0 million for the prior year, primarily due to an increase in volumes sold and higher average retail selling prices. Retail propane gallons sold increased 22.2 million gallons, or 5.9%, to 400.5 million gallons, resulting in an increase in revenues of $66.9 million. Average propane selling prices for fiscal 2025 increased 2.8% compared to the prior year, reflecting higher average wholesale costs, resulting in a $33.7 million increase in revenues. Included within the propane segment are revenues from risk management activities of $26.3 million for fiscal 2025, which increased $14.9 million primarily due to a higher notional amount of hedging contracts used in risk management activities that were settled physically.

Previous wording

Revenues from the distribution of fuel oil and refined fuels of $73.8 million for fiscal 2024 decreased $18.3 million, or 19.9%, from $92.1 million for the prior year, primarily due to lower volumes sold and lower average selling prices. Fuel oil and refined fuels gallons sold decreased 2.2 million gallons, or 11.7%, resulting in a $10.7 million decrease in revenues. Average selling prices for fuel oil and refined fuels decreased 9.9%, resulting in a $7.6 million decrease in revenues.

Current wording

Revenues from the distribution of fuel oil and refined fuels of $67.4 million for fiscal 2025 decreased $6.4 million, or 8.7%, from $73.8 million for the prior year, primarily due to lower average selling prices and lower volumes sold. Average selling prices for fuel oil and refined fuels decreased 6.1%, reflecting lower average wholesale costs, resulting in a $4.8 million decrease in revenues. Fuel oil and refined fuels gallons sold decreased 0.4 million gallons, or 2.2%, resulting in a $1.6 million decrease in revenues.

Previous wording

Revenues in our natural gas and electricity segment decreased $5.3 million, or 17.0%, to $25.9 million in fiscal 2024 compared to $31.2 million in the prior year, resulting from lower volumes sold, primarily due to the impact of warmer weather and a lower customer base, coupled with lower natural gas selling prices (reflective of lower average wholesale costs).

Current wording

Revenues in our natural gas and electricity segment decreased $1.3 million, or 5.0%, to $24.6 million in fiscal 2025 compared to $25.9 million in the prior year, resulting from lower electricity sales, primarily due to the impact of a lower customer base.

Previous wording

From a commodity perspective, average posted propane prices (basis Mont Belvieu, Texas) and fuel oil prices during fiscal 2024 were 0.2% higher than the prior year and 13.2% lower than the prior year, respectively. The net change in the fair value of derivative instruments during the fiscal year resulted in unrealized non-cash losses of $14.6 million and $3.7 million reported in cost of products sold in fiscal 2024 and 2023, respectively, resulting in a year-over-year increase of $10.9 million in cost of products sold, all of which was reported in the propane segment.

Current wording

From a commodity perspective, average posted propane prices (basis Mont Belvieu, Texas) and fuel oil prices during fiscal 2025 were 5.8% higher than the prior year and 12.1% lower than the prior year, respectively. The net change in the fair value of derivative instruments resulted in a $2.4 million unrealized non-cash gain in fiscal 2025, compared to an unrealized loss of $14.6 million in fiscal 2024. This year-over-year change contributed to a $17.0 million decrease in cost of products sold, with a $17.1 million decrease reported within the propane segment, and a $0.1 million increase reported within the natural gas and electricity segment. These unrealized mark-to-market adjustments were excluded from Adjusted EBITDA for both periods.

Previous wording

Cost of products sold associated with the distribution of propane and related activities of $443.6 million for fiscal 2024 decreased $46.2 million, or 9.4%, compared to the prior year. Lower average wholesale costs during much of fiscal 2024 contributed to a $29.6 million decrease in cost of products sold, while lower volumes sold contributed to a $21.3 million decrease. Included within the propane segment are costs from other propane activities which decreased $6.2 million compared to the prior year primarily due to a lower notional amount of hedging contracts used in risk management activities that were settled physically, as well as the net increase of $10.9 million resulting from the mark-to-market adjustments on derivative instruments in both periods discussed above.

Current wording

Cost of products sold associated with the distribution of propane and related activities of $493.6 million for fiscal 2025 increased $50.0 million, or 11.3%, compared to the prior year. Higher average wholesale costs during much of fiscal 2025 contributed to a $29.1 million increase in cost of products sold, while an increase in volumes sold contributed to a $24.4 million increase. Included within the propane segment are costs from other propane activities which increased $13.6 million compared to the prior year primarily due to a higher notional amount of hedging contracts used in risk management activities that were settled physically. This was partially offset by the net decrease in cost of products sold of $17.1 million resulting from the change in mark-to-market adjustments on derivative instruments in both periods discussed above.

Previous wording

Cost of products sold associated with our fuel oil and refined fuels segment of $49.7 million for fiscal 2024 decreased $15.9 million, or 24.2%, compared to the prior year. Lower average wholesale costs and lower volumes sold contributed decreases of $8.5 million and $7.4 million, respectively.

Current wording

Cost of products sold associated with our fuel oil and refined fuels segment of $41.0 million for fiscal 2025 decreased $8.7 million, or 17.5%, compared to the prior year. Lower average wholesale costs and lower volumes sold contributed decreases of $7.6 million and $1.1 million, respectively.

Previous wording

Cost of products sold in our natural gas and electricity segment of $13.8 million for fiscal 2024 decreased $5.3 million, or 27.8%, compared to the prior year, due to lower average wholesale costs, as well as lower usage from warmer weather and a lower customer base.

Current wording

Cost of products sold in our natural gas and electricity segment of $14.6 million for fiscal 2025 increased $0.8 million, or 5.6%, compared to the prior year, due to an increase in natural gas usage, partially offset by lower average wholesale costs.

Previous wording

In connection with the refinancing of our previous revolving credit facility during the second quarter of fiscal 2024, we recognized a non-cash charge of $0.2 million to write-off a portion of unamortized debt origination costs.

Current wording

In connection with the refinancing of our previous revolving credit facility in the prior year, we recognized a non-cash charge of $0.2 million to write-off a portion of unamortized debt origination costs during the second quarter of fiscal 2024.

Previous wording

Net interest expense of $74.6 million for fiscal 2024 increased $1.2 million, or 1.6%, from $73.4 million in the prior year, primarily due to the impact of higher benchmark interest rates for borrowings under our Revolving Credit Facility and a higher average level of outstanding borrowings under that facility to fund the RNG Acquisition, as well as the impact of $80.6 million in Green Bonds assumed in the RNG Acquisition. This was all partially offset by one less week in fiscal 2024. See Liquidity and Capital Resources below for additional discussion.

Current wording

Net interest expense of $76.3 million for fiscal 2025 increased $1.7 million, or 2.2%, from $74.6 million in the prior year, primarily due to a higher level of average outstanding borrowings during the fiscal year under our Revolving Credit Facility, partially offset by lower benchmark interest rates on those borrowings. See Liquidity and Capital Resources below for additional discussion.

Previous wording

Net income for fiscal 2024 amounted to $74.2 million, or $1.15 per Common Unit, compared to $123.8 million, or $1.94 per Common Unit, in fiscal 2023. Earnings before interest, taxes, depreciation and amortization (“EBITDA”) for fiscal 2024 amounted to $216.5 million, compared to $260.4 million for fiscal 2023.

Current wording

Net income for fiscal 2025 amounted to $106.6 million, or $1.64 per Common Unit, compared to $74.2 million, or $1.15 per Common Unit, in fiscal 2024. Earnings before interest, taxes, depreciation and amortization (“EBITDA”) for fiscal 2025 amounted to $256.2 million, compared to $216.5 million for fiscal 2024.

Previous wording

Net income and EBITDA for fiscal 2024 included (i) a $18.1 million loss on our equity investments in unconsolidated affiliates; (ii) a $0.6 million pension settlement charge; and (iii) a $0.2 million loss on debt extinguishment. Net income and EBITDA for fiscal 2023 included (i) a $6.3 million loss on our equity investments in unconsolidated affiliates; and (ii) $4.7 million in professional fees and expenses related to the RNG Acquisition. Excluding the effects of these items, as well as the unrealized non-cash mark-to-market adjustments on derivative instruments in both years, Adjusted EBITDA decreased to $250.0 million for fiscal 2024, compared to Adjusted EBITDA of $275.0 million for fiscal 2023.

Current wording

Net income and EBITDA for fiscal 2025 included: (i) $29.9 million in losses and impairment charges on our investments in unconsolidated affiliates; (ii) a $0.5 million pension settlement charge; and (iii) a $6.2 million reversal of the earnout reserve established in connection with the RNG Acquisition. Net income and EBITDA for fiscal 2024 included: (i) $18.1 million in our share of losses from our equity investments in unconsolidated affiliates; (ii) a $0.6 million pension settlement charge; and (iii) a $0.2 million loss on debt extinguishment. Excluding the effects of these items, as well as the unrealized non-cash mark-to-market adjustments on derivative instruments in both years, Adjusted EBITDA increased $28.0 million, or 11.2%, to $278.0 million for fiscal 2025, compared to $250.0 million for fiscal 2024.

Previous wording

Operating Activities. Net cash provided by operating activities for fiscal 2024 amounted to $160.6 million, a decrease of $64.7 million compared to the prior year. The decrease was primarily due to lower operating income and an increase in working capital compared to the prior year, which stemmed from a smaller decline in the wholesale cost of propane compared to the sharp decline in the prior year.

Current wording

Operating Activities. Net cash provided by operating activities for fiscal 2025 amounted to $186.3 million, an increase of $25.7 million compared to the prior year. The increase was primarily due to higher earnings in the current period, partially offset by a larger increase in working capital compared to the prior year, which stemmed from higher average wholesale propane costs.

Previous wording

Net cash used in investing activities of $170.6 million for fiscal 2023 consisted of the RNG Acquisition (net of cash acquired and Green Bonds assumed) of $108.3 million, capital expenditures of $44.9 million (including approximately $25.2 million to support the growth of operations and $19.7 million for maintenance expenditures), $7.5 million used in the acquisition of a retail propane business, a $3.1 million investment in a privately held start-up entity (plus direct transaction costs) and additional investments in Oberon, partially offset by approximately $4.4 million in proceeds from the sale of property, plant and equipment.

Current wording

Investing Activities. Net cash used in investing activities of $128.3 million for fiscal 2025 consisted of capital expenditures of $72.0 million (including approximately $25.5 million to support the growth of the RNG operations, $22.9 million to support the growth of propane operations and $23.6 million for maintenance expenditures), $52.6 million used to fund the acquisition of a retail propane business, $6.9 million used to fund additional investments in our unconsolidated affiliates, partially offset by $3.2 million in proceeds from the sale of property, plant and equipment. See Part IV, Note 4 of this Annual Report in relation to these transactions.

Previous wording

Investing Activities. Net cash used in investing activities of $81.6 million for fiscal 2024 consisted of capital expenditures of $59.4 million (including approximately $38.5 million to support the growth of operations and $20.9 million for maintenance expenditures), $12.9 million used in the acquisition of three retail propane businesses, $12.2 million used to fund additional investments in Oberon, IH and another privately held start-up entity, partially offset by approximately $2.9 million in proceeds from the sale of property, plant and equipment. See Part IV, Note 4 of this Annual Report in relation to these transactions.

Current wording

Net cash used in investing activities of $81.6 million for fiscal 2024 consisted of capital expenditures of $59.4 million (including approximately $38.5 million to support the growth of operations and $20.9 million for maintenance expenditures), $12.9 million used in the acquisition of three retail propane businesses, $12.2 million used to fund additional investments in our unconsolidated affiliates, partially offset by $2.9 million in proceeds from the sale of property, plant and equipment.

Previous wording

Net cash used in financing activities of $44.6 million for fiscal 2023 reflected $82.4 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 2022 and first three quarters of fiscal 2023, $42.4 million in net borrowings under our Revolving Credit Facility, which were used to fund the acquisitions and investments, and other financing activities of $4.6 million.

Current wording

Financing Activities. Net cash used in financing activities of $66.7 million for fiscal 2025 reflected $84.2 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 2024 and first three quarters of fiscal 2025, $1.8 million in net repayments of borrowings under our Revolving Credit Facility, as well as other financing activities of $4.2 million. This was offset to an extent by $23.5 million in net proceeds raised from the issuance of Common Units under our ATM equity program.

Previous wording

Financing Activities. Net cash used in financing activities of $72.5 million for fiscal 2024 reflected $83.1 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 2023 and first three quarters of fiscal 2024, $19.0 million in net borrowings under our Revolving Credit Facility, which were used to fund the acquisitions and investments noted above, $3.7 million in debt origination costs related to the refinancing of our Credit Agreement in March 2024 and other financing activities of $4.7 million.

Current wording

Net cash used in financing activities of $72.5 million for fiscal 2024 reflected $83.1 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 2023 and first three quarters of fiscal 2024, $19.0 million in net borrowings under our Revolving Credit Facility, $3.7 million in debt origination costs related to the refinancing of our Credit Agreement in March 2024 and other financing activities of $4.7 million.

Previous wording

As of September 28, 2024, 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, $80.6 million in aggregate principal amount of 5.5% Green Bonds due October 1, 2028 through October 1, 2033 and $151.0 million outstanding under our $500.0 million senior secured revolving credit facility (“Revolving Credit Facility”) provided by our credit agreement. See Part IV, Note 10 of this Annual Report.

Current wording

As of September 27, 2025, 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, $80.6 million in aggregate principal amount of 5.5% Green Bonds due October 1, 2028 through October 1, 2033 and $149.2 million outstanding under our $500.0 million senior secured revolving credit facility (“Revolving Credit Facility”) provided by our Credit Agreement. See Part IV, Note 10 of this Annual Report.

Previous wording

The aggregate amounts of long-term debt maturities subsequent to September 28, 2024 are as follows: fiscal 2025: $-0-; fiscal 2026: $-0-; fiscal 2027: $501.0 million ; fiscal 2028: $-0-; fiscal 2029: $11.7 million ; and thereafter: $718.9 million.

Current wording

The aggregate amounts of long-term debt maturities subsequent to September 27, 2025 are as follows: fiscal 2026: $-0-; fiscal 2027: $499.2 million (includes $149.2 million outstanding under the Revolving Credit Facility); fiscal 2028: $-0- ; fiscal 2029: $11.7 million; fiscal 2030: $12.3 million; and thereafter: $706.6 million. Our Revolving Credit Facility matures on the earlier of (i) the date that is ninety-one (91) days prior to maturity of the 2027 Senior Notes (unless the notes have been refinanced prior to such date) and (ii) March 15, 2029.

Previous wording

Total Consolidated Leverage Ratio. Total Consolidated Leverage Ratio, as defined by our credit agreement, represents total indebtedness as of the balance sheet date minus unrestricted cash and cash equivalents in an amount not to exceed $25.0 million, divided by Adjusted EBITDA calculated on a trailing twelve-month basis plus non-cash compensation costs recognized under our Restricted Unit Plans for the same period, and other items. The measurement of the Total Consolidated Leverage Ratio for the fiscal years ended September 28, 2024 and September 30, 2023 was as follows:

Current wording

Total Consolidated Leverage Ratio. Total Consolidated Leverage Ratio, as defined by our credit agreement, represents total indebtedness as of the balance sheet date minus unrestricted cash and cash equivalents in an amount not to exceed $25.0 million, divided by Adjusted EBITDA calculated on a trailing twelve-month basis plus non-cash compensation costs recognized under our Restricted

Previous wording

We have a noncontributory defined benefit pension plan which was originally designed to cover all of our eligible employees who met certain requirements as to age and length of service. Effective January 1, 1998, we amended the defined benefit pension plan to provide benefits under a cash balance formula as compared to a final average pay formula which was in effect prior to January 1, 1998. Our defined benefit pension plan was frozen to new participants effective January 1, 2000 and, in furtherance of our effort to minimize future increases in our benefit obligations, effective January 1, 2003, all future service credits were eliminated. Therefore, eligible participants will receive interest credits only toward their ultimate defined benefit under the defined benefit pension plan. We made contribution payments to the defined benefit pension plan of $4.0 million, $4.0 million and $3.3 million in fiscal 2024, fiscal 2023 and fiscal 2022, respectively. As of September 28, 2024 and September 30, 2023, the plan’s projected benefit obligation exceeded the fair value of plan assets by $12.6 million and $18.0 million, respectively. The net liability recognized in the consolidated financial statements for the defined benefit pension plan decreased by $5.4 million during fiscal 2024, which was primarily attributable to the contributions made during the year, as well as the return on plan assets. During fiscal 2025, we expect to contribute approximately $4.0 million to the defined benefit pension plan.

Current wording

We have a noncontributory defined benefit pension plan which was originally designed to cover all of our eligible employees who met certain requirements as to age and length of service. Effective January 1, 1998, we amended the defined benefit pension plan to provide benefits under a cash balance formula as compared to a final average pay formula which was in effect prior to January 1, 1998. Our defined benefit pension plan was frozen to new participants effective January 1, 2000 and, in furtherance of our effort to minimize future increases in our benefit obligations, effective January 1, 2003, all future service credits were eliminated. Therefore, eligible participants will receive interest credits only toward their ultimate defined benefit under the defined benefit pension plan. We made contribution payments to the defined benefit pension plan of $4.0 million in each of fiscal 2025, fiscal 2024 and fiscal 2023, respectively. As of September 27, 2025 and September 28, 2024, the plan’s projected benefit obligation exceeded the fair value of plan assets by $9.6 million and $12.6 million, respectively. The net liability recognized in the consolidated financial statements for the defined benefit pension plan decreased by $3.0 million during fiscal 2025, which was primarily attributable to the contributions made during the year, coupled with the impact of the increase in the discount rate used in measuring the benefit obligation, partially offset by benefits paid. During fiscal 2026, we expect to contribute approximately $4.0 million to the defined benefit pension plan.

Previous wording

Our investment policies and strategies, as set forth in the Investment Management Policy and Guidelines, are monitored by a Benefits Committee comprised of five members of management. The Benefits Committee employs a liability driven investment strategy, which seeks to increase the correlation of the plan’s assets and liabilities to reduce the volatility of the plan’s funded status. The execution of this strategy has resulted in an asset allocation that is largely comprised of fixed income securities. A liability driven investment strategy is intended to reduce investment risk and, over the long-term, generate returns on plan assets that largely fund the annual interest on the accumulated benefit obligation. For purposes of measuring the projected benefit obligation as of September 28, 2024 and September 30, 2023, we used a discount rate of 4.625% and 5.50%, respectively, reflecting current market rates for debt obligations of a similar duration to our pension obligations. With other assumptions held constant, an increase or decrease of 100 basis points in the discount rate would have an immaterial impact on net pension and postretirement benefit costs.

Current wording

Our investment policies and strategies, as set forth in the Investment Management Policy and Guidelines, are monitored by a Benefits Committee comprised of five members of management. The Benefits Committee employs a liability driven investment strategy, which seeks to increase the correlation of the plan’s assets and liabilities to reduce the volatility of the plan’s funded status. The execution of this strategy has resulted in an asset allocation that is largely comprised of fixed income securities. A liability driven investment strategy is intended to reduce investment risk and, over the long-term, generate returns on plan assets that largely fund the annual interest on the accumulated benefit obligation. For purposes of measuring the projected benefit obligation as of September 27, 2025 and September 28, 2024, we used a discount rate of 5.00% and 4.625%, respectively, reflecting current market rates for debt obligations of a similar duration to our pension obligations. With other assumptions held constant, an increase or decrease of 100 basis points in the discount rate would have an immaterial impact on net pension and postretirement benefit costs.

Previous wording

During fiscal 2024, lump sum pension settlement payments of $3.9 million exceeded the interest and service cost components of the net periodic pension cost of $3.2 million. As a result, we recorded a non-cash settlement charge of $0.6 million during fiscal 2024, in order to accelerate recognition of a portion of cumulative unamortized losses. Similarly, during fiscal 2022, lump sum pension settlement payments of $3.3 million exceeded the interest and service cost components of the net periodic pension cost of $2.2 million. As a result, we recorded a non-cash settlement charge of $0.8 million during fiscal 2022, also in order to accelerate recognition of a portion of cumulative unamortized losses. These unrecognized losses were previously accumulated as a reduction to partners’ capital and were being amortized to expense as part of our net periodic pension cost.

Current wording

During fiscal 2025, lump sum pension settlement payments of $3.4 million exceeded the interest and service cost components of the net periodic pension cost of $2.6 million. As a result, we recorded a non-cash settlement charge of $0.5 million during fiscal 2025, in order to accelerate recognition of a portion of cumulative unamortized losses. Similarly, during fiscal 2024, lump sum pension settlement payments of $3.9 million exceeded the interest and service cost components of the net periodic pension cost of $3.2 million. As a result, we recorded a non-cash settlement charge of $0.6 million during fiscal 2024, also in order to accelerate recognition of a portion of cumulative unamortized losses. These unrecognized losses were previously accumulated as a reduction to partners’ capital and were being amortized to expense as part of our net periodic pension cost.

Previous wording

The timing of when payments are due for our self-insurance obligations is based on estimates that may differ from when actual payments are made. In addition, the payments do not reflect amounts to be recovered from our insurance providers, which amount to $3.3 million, $2.8 million, $2.2 million, $1.5 million, $0.8 million and $3.8 million for each of the next five fiscal years and thereafter, respectively, and are included in other assets on the consolidated balance sheet.

Current wording

The timing of when payments are due for our self-insurance obligations is based on estimates that may differ from when actual payments are made. In addition, the payments do not reflect amounts to be recovered from our insurance providers, which amount to $3.4 million, $2.9 million, $2.4 million, $1.7 million, $1.0 million and $4.2 million for each of the next five fiscal years and thereafter, respectively, and are included in other assets on the consolidated balance sheet.

Previous wording

Additionally, we have standby letters of credit in the aggregate amount of $30.9 million, in support of retention levels under our casualty insurance programs and certain lease obligations, which expire periodically through April 30, 2025.

Current wording

Additionally, we have standby letters of credit in the aggregate amount of $26.4 million, in support of retention levels under our casualty insurance programs and certain lease obligations, which expire periodically through April 30, 2026.

Previous wording

We lease certain property, plant and equipment for various periods under noncancelable operating leases, including 87% of our vehicle fleet, approximately 26% of our customer service centers and portions of our information systems equipment. Rental expense under operating leases was $44.3 million, $41.7 million and $41.0 million for fiscal 2024, 2023 and 2022, respectively. Future minimum rental commitments under noncancelable operating lease agreements as of September 28, 2024 are presented in the table above.

Current wording

We lease certain property, plant and equipment for various periods under noncancelable operating leases, including 83% of our vehicle fleet, approximately 25% of our customer service centers and portions of our information systems equipment. Rental expense under operating leases was $44.6 million, $44.3 million and $41.7 million for fiscal 2025, 2024 and 2023, respectively. Future minimum rental commitments under noncancelable operating lease agreements as of September 27, 2025 are presented in the table above.

Previous wording

Certain of our operating leases, primarily those for transportation equipment with remaining lease periods scheduled to expire periodically through fiscal 2032, contain residual value guarantee provisions. Under those provisions, we guarantee that the fair value of the equipment will equal or exceed the guaranteed amount upon completion of the lease period, or we will pay the lessor the difference between fair value and the guaranteed amount. 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 we could be required to make under these leasing arrangements, assuming the equipment is deemed worthless at the end of the lease term, was approximately $42.7 million. The fair value of residual value guarantees for outstanding operating leases was de minimis as of September 28, 2024 and September 30, 2023.

Current wording

Certain of our operating leases, primarily those for transportation equipment with remaining lease periods scheduled to expire periodically through fiscal 2032, contain residual value guarantee provisions. Under those provisions, we guarantee that the fair value of the equipment will equal or exceed the guaranteed amount upon completion of the lease period, or we will pay the lessor the difference between fair value and the guaranteed amount. 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 we could be required to make under these leasing arrangements, assuming the equipment is deemed worthless at the end of the lease term, was approximately $43.1 million. The fair value of residual value guarantees for outstanding operating leases was de minimis as of September 27, 2025 and September 28, 2024.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

Unit Plans for the same period, and other items. The measurement of the Total Consolidated Leverage Ratio for the fiscal years ended September 27, 2025 and September 28, 2024 was as follows: