-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BJ3B2R3HlCmOkrD7ulCJXl82H3W7WigT2hslaWn1ajT+ai3H+YnspGd06/vMhZNe kuueULnaalzWibqb23I0fQ== 0001005210-03-000026.txt : 20030724 0001005210-03-000026.hdr.sgml : 20030724 20030724090342 ACCESSION NUMBER: 0001005210-03-000026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030724 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030724 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUBURBAN PROPANE PARTNERS LP CENTRAL INDEX KEY: 0001005210 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 223410353 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14222 FILM NUMBER: 03799501 BUSINESS ADDRESS: STREET 1: P O BOX 206 STREET 2: 240 ROUTE 10 WEST CITY: WIPPANY STATE: NJ ZIP: 07981 BUSINESS PHONE: 9738875300 MAIL ADDRESS: STREET 1: ONE SUBURBAN PLZ STREET 2: 240 RTE 10 WEST CITY: WHIPPANY STATE: NJ ZIP: 07981 8-K 1 sp8k072403.txt SUBURBAN PROPANE PARTNERS, L.P. PRESS RELEASE SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM 8 - K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 24, 2003 ------------- Commission File Number: 1-14222 SUBURBAN PROPANE PARTNERS, L.P. ------------------------------- (Exact name of registrant as specified in its charter) Delaware 22-3410353 -------- ---------- (State or other jurisdiction (I.R.S. Employer of incorporation) Identification No.) 240 Route 10 West Whippany, N.J. 07981 (973) 887-5300 -------------------- (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Page 1 Exhibit Index on Page 4 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. A copy of the Press Release has been furnished as Exhibit 99.1 to this Current Report. ITEM 9. REGULATION FD DISCLOSURE The following information, which is intended to be furnished under Item 12 of Form 8-K, "Disclosure of Results of Operations and Financial Condition," is instead being furnished under this Item 9 of Form 8-K, "Regulation FD Disclosure," in accordance with the Securities and Exchange Commission SEC Release No. 33-8216. This information, including the exhibit attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On July 24, 2003, Suburban Propane Partners, L.P. issued a press release (the "Press Release") describing our Fiscal 2003 Third Quarter Financial Results and Distribution Declaration. A copy of the Press Release has been furnished as Exhibit 99.1 to this Current Report. Within the Press Release, we reference certain non-GAAP financial measures; including earnings before interest, taxes, depreciation and amortization ("EBITDA"). Additionally, we discuss EBITDA, net income and net income per Common Unit excluding the impact of unrealized (non-cash) gains and losses attributable to the mark-to-market activity on derivative instruments recorded in accordance with Statement of Financial Accounting Standards No. 133 ("FAS 133"). We provide these non-GAAP financial measures because we believe that they assist the investment community in properly assessing our liquidity on a year-over-year basis. In addition, we believe that these non-GAAP financial measures provide useful information to investors and industry analysts to facilitate the comparison of cash flows between reporting periods for purposes of evaluating our ability to meet our debt service obligations and to pay our quarterly distributions. Moreover, our senior note agreements and our revolving credit agreement require us to use EBITDA in calculating our leverage and interest coverage ratios. A reconciliation of EBITDA to cash flow provided by operating activities (the most comparable GAAP measure) is presented in the Press Release furnished as Exhibit 99.1 to this current report. Page 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SUBURBAN PROPANE PARTNERS, L.P. July 24, 2003 By: /s/ Janice G. Meola ----------------------- Name: Janice G. Meola Title: General Counsel & Secretary Page 3 EXHIBITS Exhibit No. Exhibit - ----------- ------- 99.1 Press Release dated July 24, 2003 EX-99 2 ex99072403.txt SUBURBAN PROPANE PARTNERS, L.P. EXHIBIT 99 EXHIBIT 99.1 ------------ NEWS RELEASE FOR IMMEDIATE RELEASE - --------------------- SUBURBAN PROPANE PARTNERS, L.P. ANNOUNCES THIRD QUARTER RESULTS AND INCREASES QUARTERLY DISTRIBUTION TO $0.5875 PER COMMON UNIT WHIPPANY, N.J., JULY 24, 2003 - Suburban Propane Partners, L.P. (NYSE:SPH), a marketer of propane gas and related products and services nationwide, today announced its results for the third quarter ended June 28, 2003. The Partnership also announced the seventh increase in its quarterly distribution from $0.5750 to $0.5875 per Common Unit -- $2.35 per Common Unit annualized. The increased distribution will be payable on August 12, 2003, to Common Unitholders of record as of August 5, 2003. Consistent with the seasonal nature of the propane industry, the Partnership typically experiences a net loss in the third quarter. For the third quarter of fiscal 2003, Suburban's net loss was $11.9 million, or $0.47 per Common Unit, compared to a net loss of $11.0 million, or $0.44 per Common Unit, for the third quarter of fiscal 2002. Earnings before interest, taxes, depreciation and amortization ("EBITDA") amounted to $3.2 million in the third quarter of fiscal 2003, compared to $4.5 million for the prior year period. Retail gallons sold increased 2.9 million gallons, or 3.3%, to 89.6 million gallons in the fiscal 2003 third quarter, compared to 86.7 million gallons in the prior year period. The increase in retail volumes is primarily attributable to cooler temperatures that extended well into the spring, particularly in the Northeast and Mid-Atlantic regions of the country. Revenues increased $8.6 million, or 6.3%, to $146.2 million for the three months ended June 28, 2003, compared to $137.6 million in the prior year quarter. The increase in revenues is primarily the result of an increase in average selling prices in line with the significant increase in product costs compared to the prior year quarter, coupled with the aforementioned increase in retail sales volumes. Combined operating and general and administrative expenses of $69.7 million increased $1.1 million, or 1.6%, compared to the prior year quarter of $68.6 million. Operating expenses in the fiscal 2003 third quarter included a $0.1 million unrealized gain attributable to the mark to market on derivative instruments ("FAS 133"), compared to a $1.0 million unrealized loss in the prior year quarter attributable to FAS 133. Offsetting the impact of FAS 133, combined operating and general and administrative expenses increased $2.2 million compared to the prior year quarter. The increase was primarily attributable to higher bad debt expense and vehicle costs (primarily fuel costs) reflecting increased business activity throughout the fiscal 2003 winter heating season, a higher commodity price environment and general economic conditions, as well as higher pension and insurance costs. (more) In announcing these results, President and Chief Executive Officer Mark A. Alexander said, "In addition to achieving solid results for the quarter, we took additional steps to further strengthen our balance sheet with the successful completion of our follow-on equity offering of approximately 2.6 million Common Units. We used the net proceeds from the offering of $72.4 million, in combination with our strong cash flow from operations, to pay down debt of approximately $88.5 million in a conscious effort to reduce our leverage. With these accomplishments, we are also pleased to announce yet another increase in our quarterly distribution, our seventh increase in four years. This history of steady distribution increases is proof of our commitment to providing continued value and growth opportunities to our Unitholders." Suburban Propane Partners, L.P. is a publicly traded Master Limited Partnership listed on the New York Stock Exchange. Headquartered in Whippany, New Jersey, Suburban has been in the customer service business since 1928. The Partnership serves approximately 750,000 residential, commercial, industrial and agricultural customers through more than 320 customer service centers in 40 states. Company contact: Robert M. Plante Vice President - Finance (973) 503-9252 (more)
SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED JUNE 28, 2003 AND JUNE 29, 2002 (IN THOUSANDS, EXCEPT PER UNIT AMOUNTS) (UNAUDITED) THREE MONTHS ENDED NINE MONTHS ENDED JUNE 28, 2003 JUNE 29, 2002 JUNE 28, 2003 JUNE 29, 2002 ------------- ------------- ------------- ------------- Revenues Propane ................................................... $ 126,144 $ 115,571 $ 577,006 $ 482,166 Other (a) ................................................. 20,027 22,064 69,069 73,220 --------- --------- --------- --------- 146,171 137,635 646,075 555,386 Costs and expenses Cost of products sold ..................................... 73,325 64,444 314,213 241,033 Operating ................................................. 61,193 60,589 190,211 177,996 General and administrative ................................ 8,534 8,053 27,704 23,369 Depreciation and amortization ............................. 6,717 7,048 20,490 21,379 Gain on sale of storage facility .......................... -- -- -- (6,768) --------- --------- --------- --------- 149,769 140,134 552,618 457,009 (Loss) / income before interest expense and provision for income taxes .......................................... (3,598) (2,499) 93,457 98,377 Interest expense, net ....................................... 8,480 8,339 26,212 26,373 --------- --------- --------- --------- (Loss) / income before provision for income taxes ........... (12,078) (10,838) 67,245 72,004 (Benefit) / provision for income taxes ...................... (64) 190 103 518 --------- --------- --------- --------- (Loss) / income from continuing operations .................. (12,014) (11,028) 67,142 71,486 Discontinued operations: Gain on sale of customer service centers .................. 79 -- 2,483 -- --------- --------- --------- --------- Net (loss) / income ......................................... $ (11,935) $ (11,028) $ 69,625 $ 71,486 ========= ========= ========= ========= General Partner's interest in net (loss) / income ........... $ (320) $ (281) $ 1,755 $ 1,482 --------- --------- --------- --------- Limited Partners' interest in net (loss) / income ........... $ (11,615) $ (10,747) $ 67,870 $ 70,004 ========= ========= ========= ========= (Loss) / income from continuing operations per unit - basic . $ (0.47) $ (0.44) $ 2.65 $ 2.84 ========= ========= ========= ========= Net (loss) / income per unit - basic ........................ $ (0.47) $ (0.44) $ 2.74 $ 2.84 ========= ========= ========= ========= Weighted average number of units outstanding - basic ........ 24,918 24,631 24,727 24,631 --------- --------- --------- --------- (Loss) / income from continuing operations per unit - diluted $ (0.47) $ (0.44) $ 2.64 $ 2.84 ========= ========= ========= ========= Net (loss) / income per unit - diluted ...................... $ (0.47) $ (0.44) $ 2.74 $ 2.84 ========= ========= ========= ========= Weighted average number of units outstanding - diluted ...... 24,918 24,631 24,793 24,665 --------- --------- --------- --------- Supplemental Information: EBITDA (b) .................................................. $ 3,198 $ 4,549 $ 116,430 $ 119,756 Retail gallons sold ......................................... 89,600 86,730 412,490 379,309
(more) (a) Other revenues principally represent amounts generated from the sales of appliances, parts and related services. (b) EBITDA represents income before deducting interest expense, income taxes, depreciation and amortization. Our management uses EBITDA as a measure of liquidity and we are including it because we believe that it provides our investors and industry analysts with additional information to evaluate our ability to meet our debt service obligations and to pay our quarterly distributions to holders of our common units. Moreover, our senior note agreements and our revolving credit agreement require us to use EBITDA in calculating our leverage and interest coverage ratios. EBITDA is not a recognized term under generally accepted accounting principles ("GAAP") and should not be considered as an alternative to net income or net cash provided by operating activities determined in accordance with GAAP. Because EBITDA, as determined by us, excludes some, but not all, items that affect net income, it may not be comparable to EBITDA or similarly titled measures used by other companies. The following table sets forth (i) our calculation of EBITDA and (ii) a reconciliation of EBITDA, as so calculated, to our net cash provided by operating activities:
THREE MONTHS ENDED NINE MONTHS ENDED JUNE 28, 2003 JUNE 29, 2002 JUNE 28, 2003 JUNE 29, 2002 ------------- ------------- ------------- ------------- Net (loss) / income ......................................... $ (11,935) $ (11,028) $ 69,625 $ 71,486 Add: (Benefit) / provision for income taxes .................... (64) 190 103 518 Interest expense, net ..................................... 8,480 8,339 26,212 26,373 Depreciation and amortization ............................. 6,717 7,048 20,490 21,379 --------- --------- --------- --------- EBITDA ...................................................... 3,198 4,549 116,430 119,756 --------- --------- --------- --------- Add / (subtract): Benefit / (provision) for income taxes .................... 64 (190) (103) (518) Interest expense, net ..................................... (8,480) (8,339) (26,212) (26,373) (Gain) / loss on disposal of property, plant and equipment, net................................. (166) 63 (486) (213) Gain on sale of customer service centers .................. (79) -- (2,483) -- Gain on sale of storage facility .......................... -- -- -- (6,768) Changes in working capital and other assets and liabilities ......................................... 51,020 33,823 (18,223) (19,856) --------- --------- --------- --------- Net cash provided by operating activities ................... $ 45,557 $ 29,906 $ 68,923 $ 66,028 ========= ========= ========= =========
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