Edgar Filing: SUBURBAN PROPANE PARTNERS LP

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

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 March 25, 2006

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)

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)

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 is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of ‘‘accelerated filer and large accelerated filer’’ in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer	Accelerated filer	Non-accelerated filer

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

SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES

INDEX TO FORM 10-Q


		Page
	PART I
ITEM 1.	FINANCIAL STATEMENTS (UNAUDITED)
	Condensed Consolidated Balance Sheets as of March 25, 2006 and September 24, 2005		1
	Condensed Consolidated Statements of Operations for the three months ended March 25, 2006 and March 26, 2005		2
	Condensed Consolidated Statements of Operations for the six months ended March 25, 2006 and March 26, 2005		3
	Condensed Consolidated Statements of Cash Flows for the six months ended March 25, 2006 and March 26, 2005		4
	Condensed Consolidated Statement of Partners’ Capital for the six months ended March 25, 2006		5
	Notes to Condensed Consolidated Financial Statements		6
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		20
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		38
ITEM 4.	CONTROLS AND PROCEDURES		40
	PART II
ITEM 6.	EXHIBITS		41
SIGNATURES			42

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 and Section 27A of the Securities Act of 1933, 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,’’ ‘‘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 are subject to certain risks and uncertainties that could cause actual results to differ materially from those discussed or implied in such Forward-Looking Statements (statements contained in this Quarterly Report identifying such risks and uncertainties are referred to as ‘‘Cautionary Statements’’). The risks and uncertainties and their impact on 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;


•	Fluctuations in the unit cost of propane, fuel oil and other refined fuels and natural gas, and the impact of price increases on 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;


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


•	The ability of the Partnership to retain customers;


•	The impact of energy efficiency and technology advances on the demand for propane and fuel oil;


•	The ability of management to continue to control expenses including the results of our recent field realignment initiative;


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


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


•	The Partnership’s ability to implement its expansion strategy into new business lines and sectors; and


•	The Partnership’s ability to integrate acquired businesses successfully.

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. On different occasions, the Partnership or its representatives have made or may make Forward-Looking Statements in other filings with the Securities and Exchange Commission (‘‘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. 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.

SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)


	March 25, 2006			September 24, 2005
ASSETS
Current assets:
Cash and cash equivalents	$	16,683		$	14,411
Accounts receivable, less allowance for doubtful accounts of $11,015 and $9,965, respectively		186,986			109,918
Inventories		76,528			80,565
Prepaid expenses and other current assets		20,490			31,909
Total current assets		300,687			236,803
Property, plant and equipment, net		394,252			399,985
Goodwill		281,359			281,359
Other intangible assets, net		19,171			20,685
Other assets		30,541			26,765
Total assets	$	1,026,010		$	965,597
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
Accounts payable	$	69,924		$	63,569
Accrued employment and benefit costs		26,107			20,291
Short-term borrowings		21,750			26,750
Current portion of long-term borrowings		475			475
Accrued insurance		7,420			11,505
Customer deposits and advances		30,926			62,099
Accrued interest		11,752			10,975
Other current liabilities		19,311			26,548
Total current liabilities		187,665			222,212
Long-term borrowings		548,187			548,070
Postretirement benefits obligation		30,023			31,058
Accrued insurance		38,458			34,952
Accrued pension liability		42,883			40,206
Other liabilities		14,724			12,983
Total liabilities		861,940			889,481
Commitments and contingencies
Partners' capital:
Common Unitholders (30,314 and 30,279 units issued and outstanding at March 25, 2006 and September 24, 2005, respectively)		237,229			159,199
General Partner		933			(1,779	)
Deferred compensation		(5,860	)		(5,887	)
Common Units held in trust, at cost		5,860			5,887
Unearned compensation		—			(4,355	)
Accumulated other comprehensive loss		(74,092	)		(76,949	)
Total partners' capital		164,070			76,116
Total liabilities and partners' capital	$	1,026,010		$	965,597

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

SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per unit amounts)
(unaudited)


	Three Months Ended
	March 25, 2006		March 26, 2005
Revenues
Propane	$	386,610	$	360,830
Fuel oil and refined fuels		133,567		157,963
Natural gas and electricity		46,111		39,265
HVAC		22,416		27,104
All other		2,239		2,207
		590,943		587,369
Costs and expenses
Cost of products sold		368,299		380,515
Operating		100,084		110,229
General and administrative		17,114		12,057
Restructuring costs		1,497		300
Depreciation and amortization		8,898		9,198
		495,892		512,299
Income before interest expense and provision for income taxes		95,051		75,070
Interest expense, net		10,939		10,480
Income before provision for income taxes		84,112		64,590
Provision for income taxes		83		109
Income from continuing operations		84,029		64,481
Discontinued operations (Note 13):
Gain on sale of customer service centers		—		976
Net income	$	84,029	$	65,457
General Partner's interest in net income		2,715		2,034
Limited Partners' interest in net income	$	81,314	$	63,423
Income per Common Unit - basic
Income from continuing operations	$	2.44	$	1.89
Discontinued operations		—		0.02
Net income	$	2.44	$	1.91
Weighted average number of Common Units outstanding - basic		30,313		30,277
Income per Common Unit - diluted
Income from continuing operations	$	2.43	$	1.88
Discontinued operations		—		0.02
Net income	$	2.43	$	1.90
Weighted average number of Common Units outstanding - diluted		30,438		30,405

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

SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per unit amounts)
(unaudited)


	Six Months Ended
	March 25, 2006		March 26, 2005
Revenues
Propane	$	696,902	$	619,613
Fuel oil and refined fuels		238,872		266,223
Natural gas and electricity		84,054		61,753
HVAC		53,643		59,274
All other		4,935		4,552
		1,078,406		1,011,415
Costs and expenses
Cost of products sold		691,184		653,955
Operating		193,303		205,570
General and administrative		31,330		23,025
Restructuring costs		1,497		625
Depreciation and amortization		17,109		18,317
		934,423		901,492
Income before interest expense and provision for income taxes		143,983		109,923
Interest expense, net		21,506		20,343
Income before provision for income taxes		122,477		89,580
Provision for income taxes		233		198
Income from continuing operations		122,244		89,382
Discontinued operations (Note 13):
Gain on sale of customer service centers		—		976
Net income	$	122,244	$	90,358
General Partner's interest in net income		3,902		2,808
Limited Partners' interest in net income	$	118,342	$	87,550
Income per Common Unit - basic
Income from continuing operations	$	3.59	$	2.66
Discontinued operations		—		0.03
Net income	$	3.59	$	2.69
Weighted average number of Common Units outstanding - basic		30,306		30,273
Income per Common Unit - diluted
Income from continuing operations	$	3.58	$	2.65
Discontinued operations		—		0.02
Net income	$	3.58	$	2.67
Weighted average number of Common Units outstanding - diluted		30,416		30,414

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

SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)


	Six Months Ended
	March 25, 2006			March 26, 2005
Cash flows from operating activities:
Net income	$	122,244		$	90,358
Adjustments to reconcile net income to net cash provided by/(used in) operations:
Depreciation expense		15,595			16,266
Amortization of intangible assets		1,514			2,051
Amortization of debt origination costs		660			824
Amortization of unearned compensation		1,176			917
Amortization of discount on long-term borrowings		117			—
Gain on disposal of property, plant and equipment, net		(621	)		(1,067	)
Gain on sale of customer service centers		—			(976	)
Changes in assets and liabilities:
(Increase) in accounts receivable		(77,068	)		(99,511	)
Decrease/(increase) in inventories		4,037			(3,292	)
Decrease/(increase) in prepaid expenses and other current assets		11,419			(1,347	)
Increase in accounts payable		6,355			13,547
Increase/(decrease) in accrued employment and benefit costs		5,816			(4,429	)
Increase in accrued interest		777			579
(Decrease) in other accrued liabilities		(42,581	)		(43,291	)
(Increase) in other noncurrent assets		(2,786	)		(1,557	)
Increase in other noncurrent liabilities		8,182			8,832
Net cash provided by/(used in) operating activities		54,836			(22,096	)
Cash flows from investing activities:
Capital expenditures		(10,866	)		(16,231	)
Proceeds from sale of property, plant and equipment		1,625			3,287
Net cash (used in) investing activities		(9,241	)		(12,944	)
Cash flows from financing activities:
Short-term borrowings		—			38,000
Repayment of short-term borrowings, net		(5,000	)		—
Expenses associated with debt agreements		—			(1,268	)
Partnership distributions		(38,323	)		(38,271	)
Net cash (used in) financing activities		(43,323	)		(1,539	)
Net increase/(decrease) in cash and cash equivalents		2,272			(36,579	)
Cash and cash equivalents at beginning of period		14,411			53,481
Cash and cash equivalents at end of period	$	16,683		$	16,902

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

SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL
(in thousands)
(unaudited)


	Number of Common Units		Common Unitholders			General Partner			Deferred Compensation			Common Units in Trust			Unearned Compensation			Accumulated Other Comprehensive (Loss)			Total Partners' Capital			Comprehensive Income
Balance at September 24, 2005		30,279	$	159,199		$	(1,779	)	$	(5,887	)	$	5,887		$	(4,355	)	$	(76,949	)	$	76,116
Net income				118,342			3,902															122,244		$	122,244
Other comprehensive income:
Net unrealized gains on cash flow hedges																			2,857			2,857			2,857
Reclassification of realized gains on cash flow hedges into earnings																			—			—			—
Comprehensive income																								$	125,101
Partnership distributions				(37,133	)		(1,190	)														(38,323	)
Common Units issued under Restricted Unit Plan		35
Common Units distributed into trust										27			(27	)								—
Elimination of unearned compensation from adoption of SFAS 123R				(4,355	)											4,355						—
Compensation cost recognized under Restricted Unit Plan, net of forfeitures				1,176																		1,176
Balance at March 25, 2006		30,314	$	237,229		$	933		$	(5,860	)	$	5,860		$	—		$	(74,092	)	$	164,070

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

SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except 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 other 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 installs and services a wide variety of home comfort equipment, particularly for heating, ventilation and air conditioning (‘‘HVAC’’). The limited partner interests in the Partnership are evidenced by common units traded on the New York Stock Exchange (‘‘Common Units’’) with 30,314,262 Common Units outstanding at March 25, 2006. The limited partners are entitled to participate in distributions and exercise the rights and privileges available to limited partners under the Second Amended and Restated Agreement of Limited Partnership (the ‘‘Partnership Agreement’’), such as the election of three of the five 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 General Partner is majority owned by senior management of the Partnership and owns 224,625 general partner units (an approximate 0.74% ownership interest) in the Partnership and a 1.0101% interest in the Operating Partnership. The General Partner appoints two of the five members of the Board of Supervisors.

On January 5, 2001, Suburban Holdings, Inc., a subsidiary of the Operating Partnership, was formed to hold the stock of Gas Connection, Inc. (d/b/a HomeTown Hearth & Grill), Suburban @ Home, Inc. (‘‘Suburban @ Home’’) and Suburban Franchising, Inc. (‘‘Suburban Franchising’’). HomeTown Hearth & Grill sells and installs natural gas and propane gas grills, fireplaces and related accessories and supplies. Suburban @ Home sells, installs, services and repairs a full range of HVAC equipment and related parts. Suburban Franchising creates and develops propane related franchising business opportunities.

On December 23, 2003, the Partnership acquired substantially all of the assets and operations of Agway Energy Products, LLC, Agway Energy Services, Inc. and Agway Energy Services PA, Inc. (collectively ‘‘Agway Energy’’) pursuant to an asset purchase agreement dated November 10, 2003 (the ‘‘Agway Acquisition’’). Agway Energy, based in Syracuse, New York, was a leading regional marketer of propane, fuel oil, gasoline and diesel fuel primarily in New York, Pennsylvania, New Jersey and Vermont. Suburban Heating Oil Partners, LLC, a subsidiary of HomeTown Hearth & Grill, was formed to acquire and operate the fuel oil and other refined fuels and HVAC assets and businesses of Agway Energy. In addition, Agway Energy Services, LLC, also a subsidiary of HomeTown Hearth & Grill, was formed to acquire and operate the natural gas and electricity marketing business of Agway Energy.

Suburban Energy Finance Corporation, a direct wholly-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 6.875% senior notes due in 2013 (see Note 7).


2.	Basis of Presentation

Principles of Consolidation. The 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 accounts 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 98.9899% limited partner interest in the Operating Partnership and its ability to influence control over the major operating and financial decisions through the powers of the Board of Supervisors provided for in the Partnership Agreement.

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 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 Partnership’s Annual Report on Form 10-K for the fiscal year ended September 24, 2005, including management’s discussion and analysis of financial condition and results of operations contained therein. 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’s fiscal periods typically end on the last Saturday of the quarter.

Derivative Instruments and Hedging Activities. The Partnership enters into a combination of exchange-traded futures and option contracts, forward contracts and, in certain instances, over-the-counter options (collectively, ‘‘derivative instruments’’) to manage the price risk associated with future purchases of the commodities used in its operations, principally propane and fuel oil, as well as to ensure supply during periods of high demand. All derivative instruments are reported on the balance sheet, within other current assets or other current liabilities, at their fair values pursuant to Statement of Financial Accounting Standards (‘‘SFAS’’) No. 133, ‘‘Accounting for Derivative Instruments and Hedging Activities,’’ as amended by SFAS Nos. 137, 138 and 149 (‘‘SFAS 133’’). On the date that futures, forward and option contracts are entered into, 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 (loss) (‘‘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, 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 cost of products sold 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 used to hedge future purchases are recognized in operating expenses immediately. Changes in the fair value of derivative instruments that are not designated as hedges are recorded in current period earnings within operating expenses and reclassified to cost of products sold once realized.

A portion of the Partnership’s option contracts are not classified as hedges and, as such, changes in the fair value of these derivative instruments are recognized within operating expenses as they occur. The value of certain option contracts that do qualify as hedges and are designated as cash flow hedges under SFAS 133 have two components of value: time value and intrinsic value. The intrinsic value is the value by which the option is in the money (i.e., the amount by which the value of the commodity exceeds the exercise or ‘‘strike’’ price of the option). The remaining amount of option value is attributable to time value. The Partnership does not include the time value of option contracts in its assessment of hedge effectiveness and, therefore, records changes in the time value component of the options currently in earnings.

Market risks associated with the trading of futures, options and forward contracts are monitored daily for compliance with the Partnership’s Hedging and Risk Management Policy which includes volume limits for open positions. Open inventory positions are also reviewed and managed daily as to exposures to changing market prices.

At March 25, 2006, the fair value of derivative instruments described above resulted in derivative assets of $314 included within prepaid expenses and other current assets and derivative liabilities of $1,175 included within other current liabilities. Operating expenses included unrealized (non-cash) losses in the amount of $557 for the three months ended March 25, 2006, unrealized (non-cash) gains of $6,485 for the six months ended March 25, 2006 and unrealized (non-cash) losses in the amounts of $2,839 and $316 for the three and six months ended March 26, 2005, respectively, attributable to the change in fair value of derivative instruments not designated as cash flow hedges. At March 25, 2006, unrealized losses on derivative instruments designated as cash flow hedges in the amount of $86 were included in OCI and are expected to be recognized in earnings during the next 12 months as the hedged transactions occur. However, due to the volatility of the commodities market, the corresponding value in OCI is subject to change prior to its impact on earnings.

A portion of the Partnership’s long-term borrowings bear interest at a variable rate based upon either LIBOR or Wachovia National Bank's prime rate, plus an applicable margin depending on the level of the Partnership’s total leverage. Therefore, the Partnership is subject to interest rate risk on the variable component of the interest rate. The Partnership manages part of its variable interest rate risk by entering into interest rate swap agreements. On March 31, 2005, the Partnership entered into a $125,000 interest rate swap contract in conjunction with the new Term Loan facility under the Revolving Credit Agreement (see Note 7). The interest rate swap is being accounted for under SFAS 133 and the Partnership has designated the interest rate swap as a cash flow hedge. Changes in the fair value of the interest rate swap are recognized in OCI until the hedged item is recognized in earnings. At March 25, 2006, the fair value of the interest rate swap amounted to $1,650 and is included within other assets.

Asset Impairments. The Partnership reviews the recoverability of long-lived assets when circumstances occur that indicate that the carrying value of an asset group may not be recoverable. Such circumstances include a significant adverse change in the manner in which an asset group is being used, current operating losses combined with a history of operating losses experienced by the asset group or a current expectation that an asset group will be sold or otherwise disposed of before the end of its previously estimated useful life. Evaluation of possible impairment is based on the Partnership’s ability to recover the value of the asset group from the future undiscounted cash flows expected to result from the use and eventual disposition of the asset group. If the expected undiscounted cash flows are less than the carrying amount of such asset, an impairment loss is recorded as the amount by which the carrying amount of an asset group exceeds its fair value. The fair value of an asset group will be measured using the best information available, including prices for similar assets or the result of using a discounted cash flow valuation technique.

Depreciation expense for the three and six months ended March 25, 2006 included a non-cash charge of $1,134 related to an impairment of assets to be disposed of as a result of the Partnership’s field realignment efforts (see Note 3), as well as the write-down of certain assets in the All Other business segment related to HomeTown Hearth & Grill.

Use of Estimates. The preparation of financial statements in conformity with generally accepted accounting principles (‘‘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 depreciation and amortization of long-lived assets, insurance and litigation reserves, environmental reserves, pension and other postretirement benefit liabilities and costs, valuation of derivative instruments, asset valuation assessment, as well as the allowance for doubtful accounts. Actual results could differ from those estimates, making it reasonably possible that a change in these estimates could occur in the near term.

Reclassifications. Certain prior period amounts have been reclassified to conform with the current period presentation.


3.	Restructuring Costs

During the fourth quarter of fiscal 2005 the Partnership approved and initiated a plan of reorganization to realign the field operations in an effort to streamline the operating footprint and leverage the system infrastructure to achieve additional operational efficiencies and reduce costs. As a result of this field realignment, the Partnership recorded a restructuring charge of $2,150 during the fourth quarter of fiscal 2005 associated with severance and other employee benefits for approximately 85 positions eliminated under the plan. During the three and six months ended March 25, 2006, the Partnership recorded an additional severance of $1,224 associated with the elimination of an additional 65 positions under the field realignment plan. In addition, during the second quarter of fiscal 2006 the Partnership recorded a restructuring charge of $273 related to exit costs, primarily lease terminations costs, associated with a plan to exit certain activities of the HomeTown Hearth & Grill business included within the All Other business segment.

For the three and six months ended March 26, 2005, the Partnership recorded restructuring charges of $300 and $625, respectively, within the consolidated statements of operations related primarily to employee termination costs incurred as a result of actions taken during fiscal 2005.

During fiscal 2004, in connection with the initial integration of certain management and back office functions of Agway Energy, the Partnership’s management approved and initiated plans to restructure the operations of both the Partnership and Agway Energy. Severance and other restructuring or relocation costs associated with assets, employees and operations of Agway Energy in the amount of $2,225 were recorded as liabilities assumed in the purchase business combination and resulted in an increase to goodwill. As of March 25, 2006, the majority of the activities associated with this restructuring plan were completed.

The components of the remaining restructuring charges are as follows:


	Reserve at September 24, 2005		Charges Through March 25, 2006		Utilization Through March 25, 2006			Reserve at March 25, 2006
Charges expensed:
Severance and other employee costs	$	1,671	$	1,224	$	(1,803	)	$	1,092
Other exit costs		150		273		—			423
Total	$	1,821	$	1,497	$	(1,803	)	$	1,515

The remaining reserve of $1,515 as of March 25, 2006 is expected to be paid out or utilized over the next twelve months.


4.	Inventories

Inventories are stated at the lower of cost or market. Cost is determined using a weighted average method for propane, fuel oil and other refined fuels and natural gas, and a standard cost basis for appliances, which approximates average cost. Inventories consist of the following:


	March 25, 2006		September 24, 2005
Propane and refined fuels	$	63,090	$	66,383
Natural gas		2,099		3,267
Appliances and related parts		11,339		10,915
	$	76,528	$	80,565


5.	Goodwill and Other Intangible Assets

Goodwill represents the excess of the purchase price over the fair value of net assets acquired. In accordance with SFAS No. 142, ‘‘Goodwill and Other Intangible Assets’’ (‘‘SFAS 142’’), goodwill is not amortized to expense. Rather, goodwill is subject to an impairment review at a reporting unit

level, on an annual basis in August of each year, or when an event occurs or circumstances change that would indicate potential impairment. 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.

Other intangible assets consist of the following:


	March 25, 2006		September 24, 2005
Customer lists	$	19,866	$	19,866
Trade names		1,499		2,531
Non-compete agreements		2,406		4,956
Other		1,967		1,967
		25,738		29,320
Less: accumulated amortization		6,567		8,635
	$	19,171	$	20,685

Aggregate amortization expense related to other intangible assets for the three and six months ended March 25, 2006 was $547 and $1,514, respectively, and $1,004 and $2,051 for the three and six months ended March 26, 2005, respectively.

Aggregate amortization expense related to other intangible assets for the remainder of fiscal 2006 and for each of the five succeeding fiscal years as of March 25, 2006 is as follows: 2006 – $1,072; 2007 – $2,036; 2008 – $1,999; 2009 – $1,995; 2010 – $1,965 and 2011-$1,960.


6.	Income Per Unit

Computations of earnings per Common Unit are performed in accordance with Emerging Issues Task Force (‘‘EITF’’) consensus 03-6 ‘‘Participating Securities and the Two-Class Method Under FAS 128’’ (‘‘EITF 03-6’’), when applicable. EITF 03-6 requires, among other things, the use of the two-class method of computing earnings per unit when participating securities exist. Basic income per limited partner unit for the three and six months ended March 25, 2006 and March 26, 2005 is computed by dividing the limited partners’ share of income, calculated under the two-class method of computing earnings, by the weighted average number of outstanding Common Units. Diluted income per limited partner unit for the three and six months ended March 25, 2006 and March 26, 2005 is computed by dividing the limited partners’ share of income, calculated under the two-class method of computing earnings, by the weighted average number of outstanding Common Units and time vested Restricted Units granted under the 2000 Restricted Unit Plan (see Note 9). In computing diluted income per unit, weighted average units outstanding used to compute basic income per unit were increased by 124,448 and 109,505 units for the three and six months ended March 25, 2006, respectively, and 127,728 and 140,957 units for the three and six months ended March 26, 2005, respectively, to reflect the potential dilutive effect of the unvested Restricted Units outstanding using the treasury stock method.

The two-class method is an earnings allocation formula that computes earnings per unit for each class of Common Unit and participating security according to distributions declared and the participating rights in undistributed earnings, as if all of the earnings were distributed to the limited partners and the general partner (inclusive of the incentive distribution rights of the General Partner which are considered participating securities for purposes of the two-class method). Net income is allocated to the Common Unitholders and the General Partner in accordance with their respective Partnership ownership interests, after giving effect to any priority income allocations for incentive distributions allocated to the General Partner. Application of the two-class method under EITF 03-6 resulted in a negative impact on income per Common Unit of $0.24 and $0.31, for the three and six months ended March 25, 2006, respectively, and $0.18 and $0.20 per Common Unit for the three and six months ended March 26, 2005, respectively, compared to the computation under SFAS 128.


7.	Short-Term and Long-Term Borrowings

Short-term and long-term borrowings consist of the following:


	March 25, 2006		September 24, 2005
Senior Notes, 6.875%, due December 15, 2013, net of unamortized discount of $1,813 and $1,930, respectively	$	423,187	$	423,070
Term Loan, 6.29% to 7.16%, due March 31, 2010		125,000		125,000
Note payable, 8%, due May 15, 2006		475		475
Short-term borrowings under the Revolving Credit Agreement		21,750		26,750
		570,412		575,295
Less: current portion		22,225		27,225
	$	548,187	$	548,070

On December 23, 2003, the Partnership and its subsidiary Suburban Energy Finance Corporation issued $175,000 aggregate principal amount of Senior Notes (the ‘‘2003 Senior Notes’’) with an annual interest rate of 6.875%. On March 31, 2005, the Partnership and Suburban Energy Finance Corporation issued $250,000 additional senior notes under the indenture governing the 2003 Senior Notes in order to refinance $340,000 of previously outstanding senior notes which required annual principal amortization of $42,500 through 2012 (the ‘‘Refinancing’’). The Partnership’s obligations under the 2003 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 2003 Senior Notes are structurally subordinated to, which means they rank effectively behind, any senior debt and other liabilities of the Operating Partnership. The 2003 Senior Notes mature on December 15, 2013, and require semi-annual interest payments that began on June 15, 2004. The Partnership is permitted to redeem some or all of the 2003 Senior Notes any time on or after December 15, 2008, at redemption prices specified in the indenture governing the 2003 Senior Notes. In addition, in the event of a change of control of the Partnership, as defined in the indenture governing the 2003 Senior Notes, the Partnership must offer to repurchase the notes at 101% of the principal amount repurchased, if the holders of the notes exercise the right of repurchase.

On October 20, 2004, the Operating Partnership executed the Third Amended and Restated Credit Agreement (the ‘‘Revolving Credit Agreement’’), replacing the Second Amended and Restated Credit Agreement which would have expired in May 2006. On March 31, 2005 in conjunction with the Refinancing, the Operating Partnership executed the first amendment to the Revolving Credit Agreement to provide, among other things, for a five-year $125,000 term loan facility due March 31, 2010 (the ‘‘Term Loan’’). The Revolving Credit Agreement, as amended, was scheduled to expire on October 20, 2008 and in addition to the Term Loan provided available credit of $150,000 in the form of a $75,000 revolving working capital facility and a separate $75,000 letter of credit facility. On August 26, 2005, the Partnership completed the second amendment to the Revolving Credit Agreement which, among other things, extended the maturity date to March 31, 2010 to coincide with the maturity of the Term Loan, eliminated the stand-alone $75,000 letter of credit facility and combined that credit with the existing revolving working capital facility and increased the available revolving borrowing capacity by an additional $25,000, thereby raising the amount of the working capital facility to $175,000 (including the $75,000 from the former stand-alone letter of credit facility). On February 23, 2006, the Partnership completed the third amendment to the Revolving Credit Agreement which authorized the Operating Partnership to incur additional indebtedness of up to $10,000 in connection with capital leases and up to $20,000 in short-term borrowings during the period from December 1 to April 1 in each fiscal year. The third amendment provides the Partnership with greater financial flexibility for general working capital purposes during periods of peak demand, if necessary.

Borrowings under the Revolving Credit Agreement, including the Term Loan, bear interest at a rate based upon either LIBOR or Wachovia National Bank's prime rate, plus, in each case, the applicable margin or the Federal Funds rate plus 1/2 of 1%. An annual facility fee ranging from 0.375% to 0.50%,

based upon certain financial tests, is payable quarterly whether or not borrowings occur. As of March 25, 2006 and September 24, 2005, there was $21,750 and $26,750, respectively, outstanding under the working capital facility of the Revolving Credit Agreement that was used to fund working capital requirements. As of March 30, 2006, all amounts outstanding under the working capital facility of the Revolving Credit Agreement were repaid.

In connection with the Term Loan, the Operating Partnership also entered into an interest rate swap contract with a notional amount of $125,000 with the issuing lender. Effective March 31, 2005 through March 31, 2010, the Operating Partnership will pay a fixed interest rate of 4.66% to the issuing lender on notional principal amount of $125,000, effectively fixing the LIBOR portion of the interest rate at 4.66%. In return, the issuing lender will pay to the Operating Partnership a floating rate, namely LIBOR, on the same notional principal amount. The applicable margin above LIBOR, as defined in the Revolving Credit Agreement, is not included in, and will be paid in addition to this fixed interest rate of 4.66%. The fair value of the interest rate swap amounted to $1,650 at March 25, 2006 and is included in other assets with a corresponding amount included within OCI.

The Revolving Credit Agreement and the 2003 Senior Notes both contain various restrictive and affirmative covenants applicable to the Operating Partnership 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 Revolving Credit Agreement, the Operating Partnership is required to maintain a leverage ratio of less than 4.0 to 1. In addition, the Operating Partnership is required to maintain an interest coverage ratio of greater than 2.5 to 1 on a consolidated basis. The Partnership and the Operating Partnership were in compliance with all covenants and terms of the 2003 Senior Notes and the Revolving Credit Agreement as of March 25, 2006.

Debt origination costs representing the costs incurred in connection with the placement of, and the subsequent amendment to, the 2003 Senior Notes and Revolving Credit Agreement were capitalized within other assets and are being amortized on a straight-line basis over the term of the respective debt agreements. Other assets at March 25, 2006 and September 24, 2005 include debt origination costs with a net carrying amount of $8,207 and $8,848, respectively. Aggregate amortization expense related to deferred debt origination costs included within interest expense for the three and six months ended March 25, 2006 was $329 and $660, respectively, and $416 and $824 for the three and six months ended March 26, 2005, respectively.


8.	Distributions of Available Cash

The Partnership makes distributions to its partners approximately 45 days after the end of each fiscal quarter of the Partnership in an aggregate amount equal to its available cash (‘‘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. Distributions by the Partnership in an amount equal to 100% of its Available Cash will generally be made 98.26% to the Common Unitholders and 1.74% to the General Partner, subject to the payment of incentive distributions to the General Partner to the extent the quarterly distributions exceed a target distribution of $0.55 per Common Unit.

As defined in the Partnership Agreement, the General Partner has certain Incentive Distribution Rights (‘‘IDRs’’) which represent an incentive for the General Partner to increase distributions to Common Unitholders in excess of the target quarterly distribution of $0.55 per Common Unit. With regard to the first $0.55 per Common Unit of quarterly distributions paid in any given quarter, 98.26% of the Available Cash is distributed to the Common Unitholders and 1.74% is distributed to the General Partner. With regard to the balance of quarterly distributions in excess of the $0.55 per Common Unit target distribution, approximately 85% of the Available Cash is distributed to the Common Unitholders and approximately 15% is distributed to the General Partner.

On April 20, 2006, the Partnership declared a quarterly distribution of $0.6125 per Common Unit, or $2.45 on an annualized basis, in respect of the second quarter of fiscal 2006 payable on May 9, 2006 to holders of record on May 2, 2006. On May 4, 2006, the Partnership announced an increase in its quarterly distribution from $0.6125 to $0.6375 per Common Unit, or $2.55 on an annualized basis. The quarterly distribution at this increased level will be payable in respect of the third quarter of fiscal 2006 on August 8, 2006 to holders of record on August 1, 2006.


9.	Share-Based Compensation Arrangements

In December 2004, the Financial Accounting Standards Board (‘‘FASB’’) issued a revised SFAS No. 123, ‘‘Share Based Payments’’ (‘‘SFAS 123R’’) which was adopted by the Partnership effective for the first quarter ended December 24, 2005. SFAS 123R is a revision of SFAS No. 123 ‘‘Accounting for Stock-Based Compensation’’ and supersedes APB Opinion No. 25 ‘‘Accounting for Stock Issued to Employees’’. SFAS 123R requires the recognition of 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 has historically recognized unearned compensation associated with awards under its 2000 Restricted Unit Plan ratably to expense over the vesting period. SFAS 123R also requires the measurement of liability awards under a share-based payment arrangement based on remeasurement of the award’s fair value at the conclusion of each quarterly reporting period until the date of settlement, taking into consideration the probability that the performance conditions will be satisfied. The Partnership has historically recognized compensation cost and the associated unearned compensation liability for equity-based awards under its Long-Term Incentive Plan consistent with the requirements of SFAS 123R. Accordingly, adoption of SFAS 123R did not have an impact on the Partnership’s consolidated financial position, results of operations or cash flows. Under the transition guidance provided in SFAS 123R, however, all unearned compensation as of the beginning of fiscal 2006 has been eliminated from the consolidated statement of partners’ capital with a corresponding reduction in partners’ capital — Common Unitholders resulting in no net impact to the Partnership’s financial position.

2000 Restricted Unit Plan. In November 2000, the Partnership adopted the Suburban Propane Partners, L.P. 2000 Restricted Unit Plan (the ‘‘2000 Restricted Unit Plan’’) which authorizes the issuance of Common Units with an aggregate value of $10,000 (487,804 Common Units valued at the initial public offering price of $20.50 per unit) to executives, managers and other employees of the Partnership. Restricted Units issued under the 2000 Restricted Unit Plan vest over time with 25% of the Common Units vesting at the end of each of the third and fourth anniversaries of the grant date and the remaining 50% of the Common Units vesting at the end of the fifth anniversary of the grant date. The 2000 Restricted Unit Plan participants are not eligible to receive quarterly distributions or vote their respective Restricted Units until vested. Restrictions also limit the sale or transfer of the units during the restricted periods. The value of the Restricted Unit is established by the market price of the Common Unit on the date of grant. Restricted Units are subject to forfeiture in certain circumstances as defined in the 2000 Restricted Unit Plan. Compensation expense for the unvested awards is recognized ratably over the vesting periods and is net of estimated forfeitures.

During fiscal 2006, the Partnership awarded 110,707 Restricted Units under the 2000 Restricted Unit Plan at an aggregate grant date fair value of $2,901. Following is a summary of activity in the 2000 Restricted Unit Plan during fiscal 2006:


				Weighted Average Grant Date Fair Value Per Unit
	Units			Weighted Average Grant Date Fair Value Per Unit
Outstanding September 24, 2005		273,778		$	29.17
Awarded		110,707			26.21
Forfeited		(4,212	)		(32.95	)
Issued		(35,203	)		(24.85	)
Outstanding March 25, 2006		345,070		$	28.82

As of March 25, 2006, there was $5,939 of total unrecognized compensation cost related to unvested Common Units awarded under the 2000 Restricted Unit Plan. Compensation cost associated with the unvested awards is expected to be recognized over a weighted-average period of 2.5 years. Compensation expense for the 2000 Restricted Unit Plan for the three and six months ended March 25, 2006 was $561 and $1,176, respectively, and $512 and $917 for the three and six months ended March 26, 2005, respectively.

Long-Term Incentive Plan. The Partnership has a non-qualified, unfunded long-term incentive plan for officers and key employees (‘‘LTIP-2’’) which provides for payment, in the form of cash, for an award of equity-based compensation at the end of a three-year performance period. The level of compensation earned under LTIP-2 is based on the market performance of the Partnership’s Common Units on the basis of total return to Unitholders (‘‘TRU’’) compared to the TRU of a predetermined peer group primarily composed of other Master Limited Partnerships, approved by the Compensation Committee of the Board of Supervisors, over the same three-year performance period. As a result of the quarterly remeasurement of the liability for awards under LTIP-2, compensation expense for the three months ended March 25, 2006 was $185 and income of $586 for the six months ended March 25, 2006 as a result of the reversal of previously recognized compensation costs. Compensation expense for the three and six months ended March 26, 2005 was $409 and $618, respectively.


10.	Commitments and Contingencies

The Partnership is self-insured for general and product, workers’ compensation and automobile liabilities up to predetermined thresholds above which third party insurance applies. As of March 25, 2006 and September 24, 2005, the Partnership had accrued insurance liabilities of $45,878 and $46,457, respectively, representing the total estimated losses under these self-insurance programs. For the portion of the estimated self-insurance liability that exceeds insurance deductibles, the Partnership records an asset within other assets related to the amount of the liability expected to be covered by insurance which amounted to $8,700 and $10,046 as of March 25, 2006 and September 24, 2005, respectively. The Partnership is also involved in various legal actions that have arisen in the normal course of business, including those relating to commercial transactions and product liability. Management believes, based on the advice of legal counsel, that the ultimate resolution of these matters will not have a material adverse effect on the Partnership’s financial position or future results of operations, after considering its self-insurance liability for known and unasserted self-insurance claims.

The Partnership is subject to various laws and governmental regulations concerning environmental matters and expects that it will be required to expend funds to participate in remediation of these matters. With the Agway Acquisition, the Partnership acquired certain surplus properties with either known or probable environmental exposure, some of which are currently in varying stages of investigation, remediation or monitoring. Additionally, the Partnership identified that certain active sites acquired contained environmental conditions which may require further investigation, future remediation or ongoing monitoring activities. The environmental exposures include instances of soil and/or groundwater contamination associated with the handling and storage of fuel oil, gasoline and diesel fuel. Under the agreement for the Agway Acquisition, the seller was required to deposit

$15,000 from the total purchase price into an escrow account to reimburse the Partnership for any such future environmental costs and expenses. The escrowed funds were to be used to fund such environmental costs and expenses during the first three years following the closing date of the Agway Acquisition. Subject to amounts withheld with respect to any pending claims made prior to such third anniversary, any remaining escrowed funds would be remitted to the sellers at the end of the three-year period.

Since the Agway Acquisition and through February 2006, $10,128 of the escrowed funds were utilized to fund environmental remediation expenditures. On March 17, 2006, the Partnership finalized an agreement with the seller for the release of the remaining escrowed funds to the Partnership and, as such, received $4,884 which will be used by the Partnership to fund its estimated future remediation and monitoring costs. Based on management’s estimate of required future remediation and monitoring activities, the remaining funds are expected to be sufficient to cover future requirements after considering expected reimbursement from state environmental agencies.

As of March 25, 2006 and September 24, 2005, the Partnership had accrued environmental liabilities of $6,558 and $5,768, respectively, representing the total estimated future liability for remediation and monitoring. For the portion of the estimated environmental liability that is recoverable under state environmental reimbursement funds, the Partnership records an asset within other assets related to the amount of the liability expected to be reimbursed by state agencies, which amounted to $1,997 as of March 25, 2006.

The reserve estimates are based on the Partnership’s best estimate of future costs for environmental investigations, remediation and ongoing monitoring activities for properties with either known or probable environmental exposures. Estimating the extent of the Partnership’s responsibility for a particular site and the method and ultimate cost of remediation of that site requires a number of assumptions and estimates on the part of management. As a result, the ultimate outcome of remediation of the sites may differ from current estimates. As additional information becomes available, estimates will be adjusted as necessary. Based on information currently available, and taking into consideration the level of the environmental reserve, management believes that any liability that may ultimately result from changes in current estimates will not have a material impact on the results of operations, financial position or cash flows of the Partnership.


11.	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 2013. 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 equipments’ fair value at the end of their lease terms 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, is approximately $18,026. Of this amount, the fair value of residual value guarantees for operating leases entered into after December 31, 2002 was $8,320 and $6,292 which is reflected in other liabilities, with a corresponding amount included within other assets, in the accompanying condensed consolidated balance sheets as of March 25, 2006 and September 24, 2005, respectively.


12.	Pension Plans and Other Postretirement Benefits

The following table provides the components of net periodic benefit costs for the three and six months ended March 25, 2006 and March 26, 2005:


	Pension Benefits						Postretirement Benefits
	Three Months Ended						Three Months Ended
	March 25, 2006			March 26, 2005			March 25, 2006			March 26, 2005
Service cost	$	—		$	—		$	4		$	4
Interest cost		2,287			2,277			422			446
Expected return on plan assets		(2,565	)		(2,334	)		—			—
Amortization of prior service costs		—			—			(180	)		(180	)
Recognized net actuarial loss		1,617			1,660			—			—
Net periodic benefit cost	$	1,339		$	1,603		$	246		$	270


	Pension Benefits						Postretirement Benefits
	Six Months Ended						Six Months Ended
	March 25, 2006			March 26, 2005			March 25, 2006			March 26, 2005
Service cost	$	—		$	—		$	8		$	8
Interest cost		4,574			4,554			844			892
Expected return on plan assets		(5,130	)		(4,668	)		—			—
Amortization of prior service costs		—			—			(360	)		(360	)
Recognized net actuarial loss		3,234			3,320			—			—
Net periodic benefit cost	$	2,678		$	3,206		$	492		$	540

There are no projected minimum employer contribution requirements under Internal Revenue Service Regulations for fiscal 2006 under our defined benefit pension plan. The projected annual contribution requirements related to the Partnership’s postretirement health care and life insurance benefit plan for fiscal 2006 is $3,000, of which $1,491 has been contributed during the six months ended March 25, 2006.


13.	Discontinued Operations

During the second quarter of fiscal 2005, the Partnership finalized certain purchase price adjustments with the buyer of ten customer service centers completed in fiscal 2004, as part of the Partnership’s strategy of divesting operations in slower growing or non-strategic markets. These adjustments resulted in an additional gain of $976 which was reported within discontinued operations for the three and six months ended March 26, 2005.


14.	Segment Information

The Partnership manages and evaluates its operations in five reportable segments: Propane, Fuel Oil and Refined Fuels, Natural Gas and Electricity, HVAC and All Other. The chief operating decision maker evaluates performance of the operating segments using a number of performance measures, including gross margins and 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 in the consolidated statements of operations. In addition, certain costs associated with field operations support that are reported in operating expenses in the 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 the same as those described in the summary of significant accounting policies Note in the Partnership’s Annual Report on Form 10-K for the fiscal year ended September 24, 2005.

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.

The HVAC segment is engaged in the sale, installation and servicing of a wide variety of home comfort equipment and parts, particularly in the areas of heating, ventilation and air conditioning.

The All Other business segment is comprised of the activities from the HomeTown Hearth & Grill and Suburban Franchising subsidiaries.

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						Six Months Ended
	March 25, 2006			March 26, 2005			March 25, 2006			March 26, 2005
Revenues:
Propane	$	386,610		$	360,830		$	696,902		$	619,613
Fuel oil and refined fuels		133,567			157,963			238,872			266,223
Natural gas and electricity		46,111			39,265			84,054			61,753
HVAC		22,416			27,104			53,643			59,274
All other		2,239			2,207			4,935			4,552
Total revenues	$	590,943		$	587,369		$	1,078,406		$	1,011,415
Income before interest expense and income taxes:
Propane	$	95,270		$	89,063		$	143,067		$	129,926
Fuel oil and refined fuels		20,549			(812	)		35,921			5,111
Natural gas and electricity		5,569			4,366			8,161			4,915
HVAC		(3,819	)		(3,157	)		(2,785	)		(3,688	)
All other		(2,123	)		(1,206	)		(2,692	)		(2,351	)
Corporate		(20,395	)		(13,184	)		(37,689	)		(23,990	)
Total income before interest expense and income taxes		95,051			75,070			143,983			109,923
Reconciliation to income from continuing operations
Interest expense, net		10,939			10,480			21,506			20,343
Provision for income taxes		83			109			233			198
Income from continuing operations	$	84,029		$	64,481		$	122,244		$	89,382


	Three Months Ended				Six Months Ended
	March 25, 2006		March 26, 2005		March 25, 2006		March 26, 2005
Depreciation and amortization:
Propane	$	5,344	$	6,371	$	10,572	$	12,779
Fuel oil and refined fuels		1,051		1,180		2,216		2,361
Natural gas and electricity		221		183		404		602
HVAC		141		173		282		359
All other		956		82		1,019		150
Corporate		1,185		1,209		2,616		2,066
Total depreciation and amortization	$	8,898	$	9,198	$	17,109	$	18,317


	As of
	March 25, 2006			September 24, 2005
Assets:
Propane	$	785,720		$	735,094
Fuel oil and refined fuels		125,204			124,232
Natural gas and electricity		38,850			30,294
HVAC		14,240			15,590
All other		4,514			4,990
Corporate		145,463			143,378
Eliminations		(87,981	)		(87,981	)
Total assets	$	1,026,010		$	965,597

Restructuring charges of $629, $500 and $368 resulting primarily from our field realignment (see Note 3) were included in the Propane, Fuel Oil and Refined Fuels and All Other segments, respectively, within income before interest expense and income taxes for the three and six months ended March 25, 2006. In addition, depreciation and amortization expense for the Propane and All Other segments for the three and six months ended March 25, 2006 reflects non-cash charges of $227 and $907, respectively, for the impairment of fixed assets (see Note 2).


15.	Recently Issued Accounting Pronouncements

In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid Financial Instruments — an amendment of FASB Statements No. 133 and 140" ("SFAS 155"). Among other things, SFAS 155 permits the fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation under SFAS 133. It also clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS 133 and establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation. SFAS 155 is effective for all financial instruments acquired, issued, or subject to a remeasurement event occurring after the Partnership's fiscal year ending September 30, 2006. The Partnership is currently evaluating the provisions of SFAS 155 and currently believes that adoption will not have a material effect on its financial position, results of operations or cash flows.

In September 2005, the FASB's Emerging Issues Task Force reached a consensus on Issue 04-13, "Accounting for the Purchases and Sales of Inventory with the Same Counterparty" ("EITF 04-13"). EITF 04-13 concluded that two or more inventory purchase and sales transactions with the same counterparty that are entered into in contemplation of one another should be viewed as a single nonmonetary transaction within the scope of Accounting Principles Board Opinion No. 29, "Accounting for Nonmonetary Transactions." EITF 04-13 is effective for new arrangements entered into, and modification or renewals of existing arrangements, beginning in the Partnership's third quarter of fiscal 2006. The Partnership is currently evaluating the provisions of EITF 04-13 and currently believes that adoption will not have a material effect on its financial position, results of operations or cash flows.

In March 2005, the FASB issued FASB interpretation No. 47, "Accounting for Conditional Asset Retirement Obligations ("FIN 47"). FIN 47 clarifies the term "conditional asset retirement obligation" as a legal obligation to retire an asset when the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the entity. FIN 47 also requires an entity to recognize a liability for the fair value of the conditional asset retirement obligation if the fair value of the liability can be reasonably estimated. FIN 47 is effective no later than the end of the Partnership's fiscal year ending September 30, 2006. The Partnership is currently evaluating the provisions of FIN 47 and currently believes that adoption will not have a material effect on its financial position, results of operations or cash flows.


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 and six months ended March 25, 2006. 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 24, 2005.

Factors that Affect Our Operating Results and Financial Condition

Product Costs

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 product cost. The unit cost of our products, particularly propane and fuel oil, is subject to volatile changes as a result of product supply or other market conditions, including, but not limited to, economic and political factors impacting crude oil and natural gas supply or pricing. Product cost changes 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 cost increases fully or immediately, particularly when product costs increase rapidly. Therefore, average retail sales prices can vary significantly from period to period as product costs fluctuate with propane, fuel oil, crude oil and natural gas commodity market conditions. In addition, in periods of sustained higher commodity prices, as was experienced in fiscal 2005 and into the first and second quarters of fiscal 2006, retail sales volumes may be negatively impacted by customer conservation efforts.

Seasonality

The retail propane and fuel oil distribution businesses, as well as the natural gas marketing business, are seasonal because of the primary use 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 third quarters for distribution to holders of our Partnership interests in the first and fourth fiscal quarters.

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 use.

Risk Management

Product supply contracts are generally one-year agreements subject to annual renewal and generally permit suppliers to charge posted market prices (plus transportation costs) at the time of delivery or the current prices established at major delivery points. Since rapid increases in the cost of propane or fuel oil may not be immediately passed on to retail customers, such increases could reduce

profitability. During fiscal 2005, approximately 70% of our fuel oil volumes were sold to individual customers under agreements pre-establishing a maximum price per gallon over a twelve-month period (the ‘‘Ceiling Program’’). While our strategy was to enter into derivative instruments in the form of futures and options traded on the New York Mercantile Exchange (‘‘NYMEX’’) covering a majority of the fuel oil we expected to sell to customers under the Ceiling Program in an effort to protect the margins under the program, we evaluated the costs of such hedge protection and elected not to hedge deliveries in February through April of 2005 (impacting our second and third fiscal quarters of fiscal 2005) under this program. After evaluating the costs to adequately hedge the Ceiling Program in the current commodity price environment, particularly for fuel oil, we decided to discontinue offering the Ceiling Program after the fiscal 2005 heating season. Accordingly, we have not offered the Ceiling Program for the fiscal 2006 heating season.

We engage in risk management activities to reduce the effect of price volatility on our product costs and to help ensure the availability of product during periods of short supply. We are currently a party to propane and fuel oil futures contracts traded on the NYMEX and enter into forward and option agreements with third parties to purchase and sell propane at fixed prices in the future. Risk management activities are monitored by an internal Commodity Risk Management Committee, made up of five members of management, through enforcement of our Hedging and Risk Management Policy and reported to our Audit Committee. Risk management transactions may not always result in increased product margins. See the additional discussion in Item 3 of this Quarterly Report.

Critical Accounting Policies and Estimates

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 generally accepted accounting principles (‘‘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 legal 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 facts that give rise to the revision become known to us.

Our significant accounting policies are summarized in Note 2 – Summary of Significant Accounting Policies included within the Notes to Consolidated Financial Statements section of the Annual Report on Form 10-K for the most recent fiscal year ended September 24, 2005. We believe that the following are our critical accounting policies:

Revenue Recognition. We recognize revenue from the sale of propane, fuel oil and other refined fuels 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 applicable. Revenue from repairs, maintenance and other service activities is recognized upon completion of the service. Revenue from HVAC service contracts is recognized ratably over the service period. Revenue from our natural gas and electricity business is recognized based on customer usage as determined by meter readings, plus an amount for natural gas and electricity delivered but unbilled at the end of each accounting period.

Allowances for Doubtful Accounts. We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. We estimate our

allowances for doubtful accounts using a specific reserve for known or anticipated uncollectible accounts, as well as an estimated reserve for potential future uncollectible accounts taking into consideration our historical write-offs. If the financial condition of one or more of our customers were to deteriorate resulting in an impairment in their ability to make payments, additional allowances could be required.

Pension and Other Postretirement Benefits. We estimate the rate of return on plan assets, the discount rate to estimate the present value of future benefit obligations and the cost of future health care benefits in determining our annual pension and other postretirement benefit costs. In accordance with GAAP, actual results that differ from our assumptions are accumulated and amortized over future periods and therefore, generally affect our recognized expense and recorded obligation in such future periods. While we believe that our assumptions are appropriate, significant differences in our actual experience or significant changes in market conditions may materially affect our pension and other postretirement obligations and our future expense. See the Liquidity and Capital Resources section of Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Annual Report on Form 10-K for the year ended September 24, 2005 for additional disclosure regarding pension benefits.

Self-Insurance Reserves. Our accrued insurance reserves represent the estimated costs of known and anticipated or unasserted claims under our general and product, workers’ compensation and automobile insurance policies. Accrued insurance provisions for unasserted claims arising from unreported incidents are based on an analysis of historical claims data. For each claim, we record a self-insurance provision up to the estimated amount of the probable claim utilizing actuarially determined loss development factors applied to actual claims data. We maintain insurance coverage wherein our net exposure for insured claims is limited to the insurance deductible, claims above which are paid by our insurance carriers. For the portion of our estimated self-insurance liability that exceeds our deductibles, we record an asset for the amount of the liability expected to be covered by insurance.

Environmental Reserves. We establish reserves for environmental exposures when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based upon our best estimate of costs associated with environmental remediation and ongoing monitoring activities. Accrued environmental reserves are exclusive of claims against third parties and an asset is established where contribution or reimbursement from such third parties has been agreed and we are reasonably assured of receiving such contribution or reimbursement. Environmental reserves are not discounted.

Goodwill Impairment Assessment. We assess the carrying value of goodwill at a reporting unit level, at least annually, 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.

Derivative Instruments and Hedging Activities. See Item 3 of this Quarterly Report for additional information about accounting for derivative instruments and hedging activities.

Executive Summary of Results of Operations and Financial Condition

We reported a significant improvement in earnings for our second quarter ended March 25, 2006 with net income of $84.0 million, or $2.44 per Common Unit, an increase of $18.5 million (28.2%) compared to net income of $65.5 million, or $1.91 per Common Unit, in the prior year quarter. EBITDA (as defined and reconciled below) of $103.9 million for the three months ended March 25, 2006 increased $18.7 million (21.9%) compared to $85.2 million in the prior year quarter. EBITDA for the fiscal 2006 second quarter included a $1.5 million restructuring charge attributable to the realignment of our field operations compared to a restructuring charge of $0.3 million in the prior year quarter.

Earnings improved despite the negative effect on volumes of the combination of significantly warmer than normal temperatures and continued high energy costs resulting in continued customer

conservation. Average temperatures in our service territories, as reported by the National Oceanic and Atmospheric Administration (‘‘NOAA’’), were 12% warmer than normal for the three months ended March 25, 2006, compared to 4% warmer than normal temperatures in the prior year quarter. During the critical heating months of January and February 2006, average temperatures were 20% warmer than normal. In the commodities markets, the high propane and fuel oil prices experienced throughout fiscal 2005 continued during the first half of fiscal 2006. Average posted prices of propane and fuel oil during the second quarter of fiscal 2006 of $0.946 per gallon and $1.751 per gallon, respectively, increased 20% and 25%, respectively, compared to the average posted prices in the prior year quarter.

Our increased earnings reflect the proactive steps we took in fiscal 2006 to ensure that the negative effect of the fuel oil Ceiling Program on our fiscal 2005 results did not recur, as well as the improvements in our cost structure from our field realignment efforts which began during the fourth quarter of fiscal 2005. In addition, we have continued our focus on improving our customer mix and have consciously eliminated certain lower margin business in our propane and refined fuels segments.

The most significant contributing factor to our increased earnings in the second quarter of fiscal 2006 compared to the prior year was the impact of the previously announced decision to eliminate the fuel oil Ceiling Program following the fiscal 2005 heating season. During the second quarter of the prior year, we were unable to pass on fully the rise in fuel oil prices due to restrictions of our Ceiling Program, which pre-established a maximum price per gallon. This, coupled with our decision not to hedge this pricing program for deliveries from February through April 2005 when confronted with unprecedented costs to properly hedge the program during that period, significantly restricted our margin opportunities in the fiscal 2005 second quarter. The impact of the lost margin opportunity on the prior year quarter was approximately $11.0 million. By eliminating this pricing program for fiscal 2006, we no longer incur the costs of hedging deliveries associated with the Ceiling Program and we have been successful in implementing our market-based pricing strategies in our field operations without significant customer losses.

With our field realignment initiatives, we have significantly restructured our operating footprint and reduced our fixed cost structure through the achievement of operating efficiencies and better use of technology. The most significant cost savings was experienced in payroll and benefit related expenses with the elimination of nearly 150 positions since the beginning of the fourth quarter of the prior year, as well as in routing efficiencies which has allowed us to reduce our fleet by nearly 300 vehicles. We began to realize a significant portion of the anticipated cost savings and efficiencies from the field realignment efforts during the second quarter of fiscal 2006 as combined operating and general and administrative expenses of $117.2 million decreased $5.1 million, or 4.2%, compared to the prior year quarter. The decline in operating and general and administrative expenses was achieved despite a $6.3 million increase in variable compensation costs in line with the higher earnings, a $3.5 million increase in bad debt expense due to higher energy costs and a $0.5 million increase in costs to operate and maintain our fleet primarily resulting from higher fuel costs.

Retail propane gallons sold in the second quarter of fiscal 2006 decreased 30.3 million gallons, or 15.2%, to 168.8 million gallons compared to 199.1 million gallons in the prior year quarter. Sales of fuel oil and other refined fuels decreased 38.2 million gallons, or 41.1%, to 54.7 million gallons during the second quarter of fiscal 2006 compared to 92.9 million gallons in the prior year quarter. While the significantly warmer than normal temperatures in the fiscal 2006 second quarter, combined with the continued high commodity price environment, had a negative effect on propane and refined fuels volumes, our decision to exit certain lower margin business in both segments also contributed to the decline in volumes sold, yet positively impacted our overall profitability. In the propane segment, we have focused on higher margin residential customers and, in several instances, exited certain lower margin commercial, industrial and agricultural customers which accounted for a decrease in volumes sold of approximately 14.0 million gallons during the second quarter of fiscal 2006 compared to the prior year quarter. In the fuel oil and refined fuels segment, our decision to exit certain lower margin diesel and gasoline business has resulted in a decrease in volumes sold of approximately 13.7 million gallons during the three mo