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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 29, 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 of (I.R.S. Employer
incorporation or organization) Identification No.)
240 Route 10 West
Whippany, NJ 07981
(973) 887-5300
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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 [X] No [ ]
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
As of May 5, 2003, there were 24,631,287 Common Units outstanding.
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SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES
INDEX TO FORM 10-Q
PART I PAGE
----
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
Condensed Consolidated Balance Sheets as of March 29,2003
and September 28, 2002....................................... 1
Condensed Consolidated Statements of Operations for the
three months ended March 29, 2003 and March 30, 2002......... 2
Condensed Consolidated Statements of Operations for the
six months ended March 29, 2003 and March 30, 2002........... 3
Condensed Consolidated Statements of Cash Flows for the
six months ended March 29, 2003 and March 30, 2002........... 4
Condensed Consolidated Statement of Partners' Capital for
the six months ended March 29, 2003.......................... 5
Notes to Condensed Consolidated Financial Statements......... 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS................ 11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK.................................................. 20
ITEM 4. CONTROLS AND PROCEDURES...................................... 22
PART II
ITEM 1. LEGAL PROCEEDINGS............................................ 23
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K............................. 23
SIGNATURES............................................................ 24
CERTIFICATIONS........................................................ 25
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 relating to the Partnership's future business expectations
and predictions and financial condition and results of operations. 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 involve certain
risks and uncertainties that could cause actual results to differ materially
from those discussed or implied in such Forward-Looking Statements ("Cautionary
Statements"). The risks and uncertainties and their impact on the Partnership's
operations include, but are not limited to, the following risks:
o The impact of weather conditions on the demand for propane;
o Fluctuations in the unit cost of propane;
o The ability of the Partnership to compete with other suppliers of propane
and other energy sources;
o The impact on propane prices and supply of the political, military and
economic instability of the oil producing nations, global terrorism and
other general economic conditions;
o The ability of the Partnership to retain customers;
o The impact of energy efficiency and technology advances on the demand for
propane;
o The ability of management to continue to control expenses;
o The impact of regulatory developments on the Partnership's business;
o The impact of legal proceedings on the Partnership's business;
o The Partnership's ability to implement its expansion strategy into new
business lines and sectors; and
o 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 that the Partnership makes with the Securities and Exchange Commission,
in press releases or in oral statements made by or with the approval of one of
its authorized executive officers. Readers are cautioned not to place undue
reliance on Forward-Looking or Cautionary Statements, which reflect management's
opinions only as of the date hereof. The Partnership undertakes no obligation to
update any Forward-Looking 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 29, September 28,
2003 2002
------------- -------------
ASSETS
Current assets:
Cash and cash equivalents ................................ $ 35,871 $ 40,955
Accounts receivable, less allowance for doubtful accounts
of $3,094 and $1,894, respectively .................... 90,251 33,002
Inventories .............................................. 35,291 36,367
Prepaid expenses and other current assets ................ 8,807 6,465
--------- ---------
Total current assets ............................. 170,220 116,789
Property, plant and equipment, net ........................... 320,223 331,009
Goodwill ..................................................... 243,260 243,260
Other intangible assets, net ................................. 1,243 1,474
Other assets ................................................. 7,454 7,614
--------- ---------
Total assets .................................... $ 742,400 $ 700,146
========= =========
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
Accounts payable ......................................... $ 33,135 $ 27,412
Accrued employment and benefit costs ..................... 19,033 21,430
Current portion of long-term borrowings .................. 63,882 88,939
Accrued insurance ........................................ 7,260 8,670
Customer deposits and advances ........................... 10,507 26,125
Accrued interest ......................................... 8,674 8,666
Other current liabilities ................................ 7,007 6,303
--------- ---------
Total current liabilities ...................... 149,498 187,545
Long-term borrowings ......................................... 408,823 383,830
Postretirement benefits obligation ........................... 33,209 33,284
Accrued insurance ............................................ 19,948 18,299
Accrued pension liability .................................... 55,172 53,164
Other liabilities ............................................ 4,454 4,738
--------- ---------
Total liabilities ............................. 671,104 680,860
--------- ---------
Commitments and contingencies
Partners' capital:
Common Unitholders (24,631 units issued and outstanding) 156,000 103,680
General Partner ........................................ 3,260 1,924
Deferred compensation .................................. (5,795) (11,567)
Common Units held in trust, at cost .................... 5,795 11,567
Unearned compensation .................................. (2,666) (1,924)
Accumulated other comprehensive loss ................... (85,298) (84,394)
--------- ---------
Total partners' capital ...................... 71,296 19,286
--------- ---------
Total liabilities and partners' capital ...... $ 742,400 $ 700,146
========= =========
The accompanying notes are an integral part of these 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 29, March 30,
2003 2002
------------- -------------
Revenues
Propane ................................................... $ 273,849 $ 212,739
Other ..................................................... 22,265 23,148
--------- ---------
296,114 235,887
Costs and expenses
Cost of products sold ..................................... 146,417 96,645
Operating ................................................. 67,933 59,755
General and administrative ................................ 10,149 8,109
Depreciation and amortization ............................. 7,164 7,406
Gain on sale of storage facility .......................... -- (6,768)
--------- ---------
231,663 165,147
Income before interest expense and provision for income taxes 64,451 70,740
Interest expense, net ....................................... 8,512 8,649
--------- ---------
Income before provision for income taxes .................... 55,939 62,091
Provision for income taxes .................................. 37 190
--------- ---------
Income from continuing operations ........................... 55,902 61,901
Discontinued operations (Note 10):
Gain on sale of customer service centers .................. 2,404 --
--------- ---------
Net income .................................................. $ 58,306 $ 61,901
========= =========
General Partner's interest in net income .................... $ 1,484 $ 1,373
--------- ---------
Limited Partners' interest in net income .................... $ 56,822 $ 60,528
========= =========
Income per unit - basic
Income from continuing operations ......................... $ 2.21 $ 2.46
Gain on sale of customer service centers .................. 0.10 --
--------- ---------
Net income ................................................ $ 2.31 $ 2.46
--------- ---------
Weighted average number of units outstanding - basic ........ 24,631 24,631
--------- ---------
Income per unit - diluted
Income from continuing operations ......................... $ 2.21 $ 2.45
Gain on sale of customer service centers .................. 0.09 --
--------- ---------
Net income ................................................ $ 2.30 $ 2.45
--------- ---------
Weighted average number of units outstanding - diluted ...... 24,692 24,659
--------- ---------
The accompanying notes are an integral part of these 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 29, March 30,
2003 2002
------------- -------------
Revenues
Propane ................................................... $ 451,977 $ 366,595
Other ..................................................... 49,110 51,156
-------- ---------
501,087 417,751
Costs and expenses
Cost of products sold ..................................... 241,467 176,589
Operating ................................................. 129,622 117,407
General and administrative ................................ 19,170 15,316
Depreciation and amortization ............................. 14,484 14,992
Gain on sale of storage facility .......................... -- (6,768)
--------- ---------
404,743 317,536
Income before interest expense and provision for income taxes 96,344 100,215
Interest expense, net ....................................... 17,021 17,373
--------- ---------
Income before provision for income taxes .................... 79,323 82,842
Provision for income taxes .................................. 167 328
--------- ---------
Income from continuing operations ........................... 79,156 82,514
Discontinued operations (Note 10):
Gain on sale of customer service centers .................. 2,404 --
--------- ---------
Net income .................................................. $ 81,560 $ 82,514
========= =========
General Partner's interest in net income .................... $ 2,075 $ 1,763
--------- ---------
Limited Partners' interest in net income .................... $ 79,485 $ 80,751
========= =========
Income per unit - basic
Income from continuing operations ......................... $ 3.13 $ 3.28
Gain on sale of customer service centers .................. 0.10 --
--------- ---------
Net income ................................................ $ 3.23 $ 3.28
--------- ---------
Weighted average number of units outstanding - basic ........ 24,631 24,631
--------- ---------
Income per unit - diluted
Income from continuing operations ......................... $ 3.13 $ 3.27
Gain on sale of customer service centers .................. 0.09 --
--------- ---------
Net income ................................................ $ 3.22 $ 3.27
--------- ---------
Weighted average number of units outstanding - diluted ...... 24,688 24,658
--------- ---------
The accompanying notes are an integral part of these consolidated financial
statements.
SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Six Months Ended
------------------------------
March 29, March 30,
2003 2002
------------- -------------
Cash flows from operating activities:
Net income ............................................... $ 81,560 $ 82,514
Adjustments to reconcile net income to net cash
provided by operations:
Depreciation expense ................................ 13,543 14,079
Amortization of intangible assets and debt
origination costs ................................. 941 913
Amortization of unearned compensation ............... 419 381
Gain on disposal of property, plant and
equipment, net .................................... (320) (276)
Gain on sale of customer service centers ............ (2,404) --
Gain on sale of storage facility .................... -- (6,768)
Changes in assets and liabilities, net of dispositions:
(Increase) in accounts receivable ................... (57,795) (26,620)
Decrease in inventories ............................. 913 1,725
(Increase) in prepaid expenses and
other current assets .............................. (3,031) (5,731)
Increase in accounts payable ........................ 5,723 880
(Decrease) in accrued employment
and benefit costs ................................. (2,397) (13,042)
Increase in accrued interest ........................ 8 466
(Decrease) in other accrued liabilities ............. (16,624) (12,139)
(Increase) in other noncurrent assets ............... (551) (225)
Increase (decrease) in other noncurrent liabilities.. 3,381 (35)
-------- --------
Net cash provided by operating activities ...... 23,366 36,122
-------- --------
Cash flows from investing activities:
Capital expenditures .................................... (6,041) (9,576)
Proceeds from sale of property, plant and equipment, net. 1,061 1,604
Proceeds from sale of customer service centers, net ..... 5,654 --
Proceeds from sale of storage facility, net ............. -- 7,988
-------- --------
Net cash provided by investing activities ...... 674 16
-------- --------
Cash flows from financing activities:
Long-term debt repayments ............................... (59) --
Partnership distributions ............................... (29,065) (28,336)
-------- --------
Net cash (used in) financing activities ........ (29,124) (28,336)
-------- --------
Net (decrease)/increase in cash and cash equivalents .......... (5,084) 7,802
Cash and cash equivalents at beginning of period .............. 40,955 36,494
-------- --------
Cash and cash equivalents at end of period .................... $ 35,871 $ 44,296
======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL
(in thousands)
(unaudited)
Accumulated
Common Other
Number of Common General Deferred Units in Unearned Comprehensive
Common Units Unitholders Partner Compensation Trust Compensation (Loss)
------------ ----------- ------- ------------ -------- ------------ -------------
Balance at September 28, 2002....... 24,631 $ 103,680 $1,924 $ (11,567) $11,567 $ (1,924) $ (84,394)
Net income .......................... 79,485 2,075
Other comprehensive loss:
Net unrealized gains on cash
flow hedges ..................... (221)
Less: Reclassification of realized
gains on cash flow hedges into
earnings ........................ (683)
Comprehensive income ................
Partnership distributions ........... (28,326) (739)
Distribution of common units
held in trust ..................... 5,772 (5,772)
Grants issued under Restricted
Unit Plan, net of forfeitures ..... 1,161 (1,161)
Amortization of Restricted
Unit Plan, net of forfeitures ..... 419
------------ ----------- ------- ------------ -------- ------------ -------------
Balance at March 29, 2003............ 24,631 $ 156,000 $3,260 $ (5,795) $ 5,795 $ (2,666) $ (85,298)
============ =========== ======= ============ ======== ============ =============
Total
Partners' Comprehensive
Capital Income
--------- -------------
Balance at September 28, 2002....... $ 19,286
Net income .......................... 81,560 $ 81,560
Other comprehensive loss:
Net unrealized gains on cash
flow hedges ..................... (221) (221)
Less: Reclassification of realized
gains on cash flow hedges into
earnings ........................ (683) (683)
---------
Comprehensive income ................ $ 80,656
=========
Partnership distributions ........... (29,065)
Distribution of common units
held in trust ..................... --
Grants issued under Restricted
Unit Plan, net of forfeitures ..... --
Amortization of Restricted
Unit Plan, net of forfeitures ..... 419
---------
Balance at March 29, 2003............ $ 71,296
=========
The accompanying notes are an integral part of these 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. BASIS OF PRESENTATION
PRINCIPLES OF CONSOLIDATION. The consolidated financial statements include the
accounts of Suburban Propane Partners, L.P. (the "Partnership"), its partner and
its direct and indirect subsidiaries. All significant intercompany transactions
and accounts have been eliminated. The accompanying consolidated financial
statements are unaudited and have been prepared in accordance with the rules and
regulations of the Securities and Exchange Commission. 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 28, 2002, including management's discussion
and analysis of financial condition and results of operations contained therein.
Due to the seasonal nature of the Partnership's propane business, 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 end on the Saturday nearest the
end of the quarter.
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES. The Partnership is exposed to the
impact of market fluctuations in the commodity price of propane. The Partnership
routinely uses commodity futures, forward and option contracts to hedge its
commodity price risk and 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. 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. Prior to March 31, 2002, the Partnership determined that its
derivative instruments did not qualify as hedges and, as such, the changes in
fair values were recorded in income. Beginning with contracts entered into
subsequent to March 31, 2002, a portion of the derivative instruments entered
into by the Partnership are designated and qualify as cash flow hedges. 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 accumulated other comprehensive
income/(loss) ("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 hedges are
recognized in cost of products sold immediately. Changes in the fair value of
derivative instruments that are not designated as hedges are recorded in current
period earnings within operating expenses.
At March 29, 2003, the fair value of derivative instruments described above
resulted in derivative assets of $300 included within prepaid expenses and other
current assets and derivative liabilities of $600 included within other current
liabilities. Operating expenses include unrealized losses in the amount of $352
for the three months ended March 29, 2003 and unrealized gains in the amount of
$3,416 for the three months ended March 30, 2002, attributable to the change in
fair value of derivative instruments not designated as hedges. Operating
expenses include unrealized losses of $1,376 for the six months ended March 29,
2003 and unrealized gains of $6,084 for the six months ended March 30, 2002,
attributable to the change in fair value of derivative instruments not
designated as hedges. At March 29, 2003, unrealized losses on derivative
instruments designated as cash flow hedges in the amount of $221 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.
USE OF ESTIMATES. The preparation of financial statements in conformity with
generally accepted accounting principles 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
insurance and litigation 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.
2. INVENTORIES
Inventories are stated at the lower of cost or market. Cost is determined using
a weighted average method for propane and a standard cost basis for appliances,
which approximates average cost. Inventories consist of the following:
MARCH 29, SEPTEMBER 28,
2003 2002
------------- -------------
Propane ......................... $26,961 $28,799
Appliances ...................... 8,330 7,568
------------- -------------
$35,291 $36,367
============= =============
3. INCOME PER UNIT
Basic income per limited partner unit is computed by dividing income, after
deducting the General Partner's approximate 2% interest, by the weighted average
number of outstanding Common Units. Diluted income per limited partner unit is
computed by dividing income, after deducting the General Partner's approximate
2% interest, by the weighted average number of outstanding Common Units and time
vested Restricted Units granted under the 2000 Restricted Unit Plan. In
computing diluted income per unit, weighted average units outstanding used to
compute basic income per unit were increased by 60,225 units and 56,607 units
for the three and six months ended March 29, 2003, respectively, and 28,037
units and 26,932 units for the three and six months ended March 30, 2002,
respectively, to reflect the potential dilutive effect of the time vested
Restricted Units outstanding using the treasury stock method.
4. 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 for such quarter. Available Cash, as defined in the Second
Amended and Restated 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 98.11% to
the Common Unitholders and 1.89% 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 Second Amended and Restated 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 of quarterly distributions paid in any given quarter,
98.11% of the Available Cash is distributed to the Common Unitholders and 1.89%
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, 85% of
the Available Cash is distributed to the Common Unitholders and 15% is
distributed to the General Partner.
On April 24, 2003, the Partnership declared a quarterly distribution of $0.5750
per Common Unit, or $2.30 on an annualized basis, in respect of the second
quarter of fiscal 2003 payable on May 13, 2003 to holders of record on May 6,
2003. This quarterly distribution includes incentive distribution rights payable
to the General Partner to the extent the quarterly distribution exceeds $0.55
per Common Unit.
5. LONG-TERM BORROWINGS
Long-term borrowings consist of the following:
MARCH 29, SEPTEMBER 28,
2003 2002
------------- -------------
Senior Notes, 7.54%, due June 30, 2011 ....... $382,500 $382,500
Senior Notes, 7.37%, due June 30, 2012 ....... 42,500 42,500
Note payable, 8%, due in annual installments
through 2006 ............................ 1,698 1,698
Amounts outstanding under Acquisition
Facility of Revolving Credit Agreement .. 46,000 46,000
Other long-term liabilities .................. 7 71
------------- -------------
472,705 472,769
Less: current portion ........................ 63,882 88,939
------------- -------------
$408,823 $383,830
============= =============
On March 5, 1996, pursuant to a Senior Note Agreement (the "1996 Senior Note
Agreement"), the Operating Partnership issued $425,000 of Senior Notes (the
"1996 Senior Notes") with an annual interest rate of 7.54%. The Operating
Partnership's obligations under the 1996 Senior Note Agreement are unsecured and
rank on an equal and ratable basis with the Operating Partnership's obligations
under the 2002 Senior Note Agreement and the Revolving Credit Agreement
discussed below. The 1996 Senior Notes will mature June 30, 2011, and require
semiannual interest payments which commenced June 30, 1996. Under the terms of
the 1996 Senior Note Agreement, the Operating Partnership is obligated to pay
the principal on the Senior Notes in equal annual payments of $42,500 which
started July 1, 2002. The next principal payment on the 1996 Senior Notes is due
on July 1, 2003. The Partnership expects that it will make this payment from
cash flow from operations, its cash position or availability under its Revolving
Credit Agreement.
On July 1, 2002, the Partnership received net proceeds of $42,500 from the
issuance of 7.37% Senior Notes due June, 2012 (the "2002 Senior Notes") and used
the funds to pay the first annual principal payment of $42,500 due under the
1996 Senior Note Agreement. The Operating Partnership's obligations under the
agreement governing the 2002 Senior Notes (the "2002 Senior Note Agreement") are
unsecured and rank on an equal and ratable basis with the Operating
Partnership's obligations under the 1996 Senior Note Agreement and the Revolving
Credit Agreement.
The Partnership's Revolving Credit Agreement, which matures on May 31, 2003,
provides a $75,000 working capital facility and a $50,000 acquisition facility.
Borrowings under the Revolving Credit Agreement bear interest at a rate based
upon either LIBOR plus a margin, Wachovia National Bank's prime rate or the
Federal Funds rate plus 1/2 of 1%. An annual fee ranging from .375% to .50%,
based upon certain financial tests, is payable quarterly whether or not
borrowings occur. As of March 29, 2003 and September 28, 2002, $46,000 was
outstanding under the acquisition facility of the Revolving Credit Agreement and
there were no borrowings under the working capital facility. On May 8, 2003, the
Partnership completed the Second Amended and Restated Credit Agreement which
extends the existing Revolving Credit Agreement until May 31, 2006 on
substantially the same terms as set forth above. The Second Amended and Restated
Credit Agreement provides a $75,000 working capital facility and reduces the
acquisition facility from $50,000 to $25,000. In connection with the completion
of the Second Amended and Restated Credit Agreement, the Partnership repaid
$21,000 of outstanding borrowings under the Revolving Credit Agreement.
Accordingly, the Partnership has classified the $21,000 portion of the Revolving
Credit Agreement as a current liability and the remaining $25,000 outstanding
borrowing under the acquisition facility as long-term debt at March 29, 2003.
The 1996 Senior Note Agreement, the 2002 Senior Note Agreement and the Revolving
Credit Agreement contain various restrictive and affirmative covenants
applicable to the Operating Partnership; including (a) maintenance of certain
financial tests, including, but not limited to, a leverage ratio less than 5.0
to 1 and an interest coverage ratio in excess of 2.50 to 1, (b) restrictions on
the incurrence of additional indebtedness, and (c) restrictions on certain
liens, investments, guarantees, loans, advances, payments, mergers,
consolidations, distributions, sales of assets and other transactions. During
December 2002, the Partnership amended the 1996 Senior Note Agreement to (i)
eliminate an adjusted net worth financial test to be consistent with the 2002
Senior Note Agreement and Revolving Credit Agreement, and (ii) add a second tier
leverage ratio of less than 5.25 to 1 when the underfunded portion of the
Partnership's pension obligations is used in the computation. The Partnership
was in compliance with all covenants and terms of the 1996 Senior Note
Agreement, the 2002 Senior Note Agreement and the Revolving Credit Agreement as
of March 29, 2003.
6. 2000 RESTRICTED UNIT PLAN
During fiscal 2003, the Partnership awarded 44,288 Restricted Units under the
2000 Restricted Unit Plan at an aggregate value of $1,229. 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
issuance date and the remaining 50% of the Common Units vesting at the end of
the fifth anniversary of the issuance date. 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 Common Units by the award recipients during the restricted periods. The
value of the Restricted Unit is established by the market price of the Common
Units at the date of grant. Restricted Units are subject to forfeiture in
certain circumstances as defined in the 2000 Restricted Unit Plan. Upon award of
Restricted Units, the unamortized unearned compensation value is shown as a
reduction to partners' capital. The unearned compensation is amortized ratably
to expense over the restricted periods.
7. COMPENSATION DEFERRAL PLAN
Effective May 26, 1999, in connection with the Partnership's Recapitalization,
the Partnership adopted the Compensation Deferral Plan (the "Deferral Plan")
which provided for eligible employees of the Partnership to defer receipt of all
or a portion of the vested Restricted Units granted under the 1996 Restricted
Unit Plan in exchange for the right to participate in and receive certain
payments under the Deferral Plan. Senior management of the Partnership, who
became members of the General Partner, surrendered 596,821 Common Units into the
Deferral Plan, which were deposited into a trust on behalf of these individuals.
Pursuant to the Deferral Plan, these individuals deferred receipt of these
Common Units and related distributions by the Partnership until the date the GP
Loan was repaid in full or the seventh anniversary of the date of the
Recapitalization was completed, whichever they may have chosen, but subject to
the earlier distribution and forfeiture provisions of the Deferral Plan. As a
result of the repayment of the remaining balance of the GP Loan in August 2002,
the Common Units deposited into the trust became eligible to be distributed to
the participants and all forfeiture provisions lapsed.
In January 2003, in accordance with the terms of the Deferral Plan, 297,310 of
the deferred units were distributed to the members of the General Partner and
may now be voted and/or freely traded. Certain members of management elected to
further defer receipt of their deferred units (totaling 299,511 Common Units)
until January 2008. As of March 29, 2003 and September 28, 2002, there were
299,511 and 596,821 Common Units, respectively, held in trust under the Deferral
Plan. The value of the Common Units deposited in the trust and the related
deferred compensation liability in the amount of $5,795 and $11,567 as of March
29, 2003 and September 28, 2002, respectively, are reflected in the accompanying
consolidated balance sheets as components of partners' capital. During the
second quarter of fiscal 2003, the Partnership recorded a $5,772 reduction in
the deferred compensation liability and a corresponding reduction in the value
of common units held in trust, both within partners' capital, related to the
value of Common Units distributed from the trust.
8. COMMITMENTS AND CONTINGENCIES
The Partnership is self-insured for general and product, workers' compensation
and automobile liabilities up to predetermined amounts above which third party
insurance applies. At March 29, 2003 and September 28, 2002, the Partnership had
accrued insurance liabilities of $27,208 and $26,969, respectively, representing
the total estimated losses under these self-insurance programs. 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.
9. GUARANTEES
Financial Accounting Standards Board Financial Interpretation No. 45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others," expands the existing disclosure
requirements for guarantees and requires recognition of a liability for the fair
value of guarantees issued after December 31, 2002. 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 2009. 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 equipment's fair value at the end of their lease term
have 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 $15,500.
10. DISCONTINUED OPERATIONS
In line with the Partnership's strategy of divesting operations in slower
growing or non-strategic markets in an effort to identify opportunities to
optimize the return on assets employed, the Partnership sold five customer
service centers during the second quarter of fiscal 2003 for total cash proceeds
of approximately $5,700. The Partnership recorded a gain on sale of
approximately $2,404, which has been accounted for within discontinued
operations pursuant to Statement of Financial Accounting Standards ("SFAS") No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets." Prior
period results of operations attributable to these five customer service centers
were not significant and, as such, prior period results have not been
reclassified to remove financial results from continuing operations.
11. RECENTLY ISSUED ACCOUNTING STANDARDS
On June 28, 2002, the Financial Accounting Standards Board issued SFAS No. 146,
"Accounting for Costs Associated with Exit or Disposal Activities" ("SFAS 146").
SFAS 146 requires companies to recognize costs associated with exit or disposal
activities when they are incurred rather than at the date of a commitment to an
exit or disposal plan. The provisions of SFAS 146 are effective for exit or
disposal activities initiated after December 31, 2002. The provisions of this
standard will be applied by the Partnership on an ongoing basis, as applicable.
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
29, 2003. The discussion should be read in conjunction with the historical
consolidated financial statements and notes thereto included in the Annual
Report on Form 10-K for the most recent fiscal year ended September 28, 2002.
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 relating to the Partnership's future business expectations
and predictions and financial condition and results of operations. 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 involve certain
risks and uncertainties that could cause actual results to differ materially
from those discussed or implied in such Forward-Looking Statements ("Cautionary
Statements"). The risks and uncertainties and their impact on the Partnership's
operations include, but are not limited to, the following risks:
o The impact of weather conditions on the demand for propane;
o Fluctuations in the unit cost of propane;
o The ability of the Partnership to compete with other suppliers of propane
and other energy sources;
o The impact on propane prices and supply of the political, military and
economic instability of the oil producing nations, global terrorism and
other general economic conditions;
o The ability of the Partnership to retain customers;
o The impact of energy efficiency and technology advances on the demand for
propane;
o The ability of management to continue to control expenses;
o The impact of regulatory developments on the Partnership's business;
o The impact of legal proceedings on the Partnership's business;
o The Partnership's ability to implement its expansion strategy into new
business lines and sectors; and
o 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 that the Partnership makes with the Securities and Exchange Commission,
in press releases or in oral statements made by or with the approval of one of
its authorized executive officers. Readers are cautioned not to place undue
reliance on Forward-Looking or Cautionary Statements, which reflect management's
opinions only as of the date hereof. The Partnership undertakes no obligation to
update any Forward-Looking 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.
The following are factors that regularly affect our operating results and
financial condition:
PRODUCT COSTS
The level of profitability in the retail propane business is largely
dependent on the difference between retail sales price and product cost. The
unit cost of propane 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. Propane
unit 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 year
to year as product costs fluctuate with propane, crude oil and natural gas
commodity market conditions.
SEASONALITY
The retail propane distribution business is seasonal because of propane's
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. 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 propane purchased during the winter
heating season. Lower operating profits and either net losses or lower net
income during the period from April through September (our third and fourth
fiscal quarters) are expected. To the extent necessary, we will reserve cash
from the second and third quarters for distribution to Unitholders in the first
and fourth fiscal quarters.
WEATHER
Weather conditions have a significant impact on the demand for propane for
both heating and agricultural purposes. Many of our customers rely heavily on
propane as a heating fuel. Accordingly, the volume of propane 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 use,
while sustained colder-than-normal temperatures will tend to result in greater
propane 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 may not be immediately passed on to retail customers, such increases
could reduce profit margins. We engage in risk management activities to reduce
the effect of price volatility on our product costs and to help ensure the
availability of propane during periods of short supply. We are currently a party
to propane futures contracts traded on the New York Mercantile Exchange 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 management through enforcement of our Commodity Trading Policy and reported
to our Audit Committee. Risk management transactions do 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 accounting principles
generally accepted in the United States of America 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
benefits, self-insurance and legal reserves, allowance for doubtful accounts,
asset valuation assessment 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.
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 28, 2002. We believe that the following are
our critical accounting policies:
REVENUE RECOGNITION. We recognize revenue from the sale of propane 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 repair and maintenance activities is recognized upon
completion of the service.
ALLOWANCE FOR DOUBTFUL ACCOUNTS. We maintain allowances for doubtful accounts
for estimated losses resulting from the inability of our customers to make
required payments. 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
generally accepted accounting principles, 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 28,
2002 for additional disclosure regarding pension and other postretirement
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 or the
amount of the deductible, whichever is lower, utilizing actuarially determined
loss development factors applied to actual claims data.
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES. See Item 3 of this Quarterly
Report for additional information about accounting for derivative instruments
and hedging activities.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 29, 2003 COMPARED TO THREE MONTHS ENDED MARCH 30, 2002
REVENUES. Revenues increased 25.5%, or $60.2 million, to $296.1 million for
the three months ended March 29, 2003 compared to $235.9 million for the three
months ended March 30, 2002. Revenues from retail propane activities increased
$70.4 million, or 35.3%, to $270.1 million for the three months ended March 29,
2003 compared to $199.7 million in the prior year quarter. This increase is the
result of an increase in average selling prices, coupled with an increase in
retail gallons sold. Average selling prices increased 24.9% as a result of a
steady increase in the commodity price of propane which began in August of 2002
and continued throughout the second quarter of fiscal 2003. Retail gallons sold
increased 14.4 million gallons, or 8.5%, to 183.0 million gallons in the second
quarter of fiscal 2003 compared to 168.6 million gallons in the prior year
quarter. Retail gallons sold during the second quarter of fiscal 2003 were
favorably impacted by a return to a more normal weather pattern, particularly in
the eastern and central regions of the United States, offset to an extent by
warmer weather in the west and the impact of a continued sluggish economy on
customer buying habits.
Nationwide average temperatures, as reported by the National Oceanic and
Atmospheric Administration ("NOAA"), were 5% warmer than normal, compared to
temperatures that were 12% warmer than normal in the same quarter a year ago.
The coldest weather, however, was reported in the east and central regions of
the United States. In the west, average temperatures for the quarter were 19%
warmer than normal, compared to only 1% warmer than normal temperatures
experienced in the prior year quarter.
Revenues from wholesale and risk management activities of $3.7 million for
the three months ended March 29, 2003 decreased $9.4 million, compared to
revenues of $13.1 million for the three months ended March 30, 2002. The decline
in wholesale and risk management activities results from lower volumes sold
primarily resulting from our reduced emphasis on the lower-margin wholesale
market over the past few years. Revenue from other sources, including sales of
appliances and related parts and services, of $22.3 million for the three months
ended March 29, 2003 decreased $0.8 million, or 3.5%, compared to other revenue
in the prior year quarter of $23.1 million.
COST OF PRODUCTS SOLD. The cost of products sold reported in the
consolidated statements of operations represents the weighted average unit cost
of propane sold, including transportation costs to deliver product from our
supply points to storage or to our customer service centers. Cost of products
sold also includes the cost of appliances and related parts sold or installed by
our customer service centers computed on a basis that approximates the average
cost of the products. Cost of products sold is reported exclusive of any
depreciation and amortization as such amounts are reported separately within the
consolidated statements of operations. Cost of products sold increased $49.8
million, or 51.6%, to $146.4 million for the three months ended March 29, 2003
compared to $96.6 million in the prior year quarter. The increase results
primarily from a 61.5% increase in the average unit cost of propane during the
three months ended March 29, 2003 compared to the prior year quarter, coupled
with the aforementioned increase in retail volumes sold; offset by the decrease
in wholesale and risk management activities described above.
OPERATING EXPENSES. All other costs of operating our retail propane
distribution and appliance sales and service operations are reported within
operating expenses in the consolidated statements of operations. These operating
expenses include the compensation and benefits of field and direct operating
support personnel, costs of operating and maintaining our vehicle fleet,
overhead and other costs of our purchasing, training and safety departments and
other direct and indirect costs of our customer service centers. Operating
expenses increased 13.5%, or $8.1 million, to $67.9 million for the three months
ended March 29, 2003 compared to $59.8 million for the three months ended March
30, 2002. Operating expenses in the second quarter of fiscal 2003 include a $0.4
million unrealized (non-cash) loss representing the net change in fair values of
derivative instruments during the quarter, compared to a $3.4 million unrealized
gain in the prior year quarter (see Item 3 Quantitative and Qualitative
Disclosures About Market Risk for information on our policies regarding the
accounting for derivative instruments). In addition to the impact of changes in
the fair value of derivative instruments, operating expenses increased $4.3
million primarily as a result of $1.8 million higher employee compensation and
benefits to support the increased sales volume, $1.2 million higher costs for
operating our fleet primarily due to escalating fuel costs and $0.4 million
higher pension costs. Additionally, our bad debt expense increased $0.9 million
as a result of a combination of higher sales volumes, significantly higher
commodity prices resulting in higher prices to our customers and general
economic conditions.
GENERAL AND ADMINISTRATIVE EXPENSES. All costs of our back office support
functions, including compensation and benefits for executives and other support
functions, as well as other costs and expenses to maintain finance and
accounting, treasury, legal, human resources, corporate development and the
information systems functions are reported within general and administrative
expenses in the consolidated statements of operations. General and
administrative expenses of $10.1 million for the three months ended March 29,
2003 were $2.0 million, or 24.7%, higher than the prior year quarter of $8.1
million. The increase was primarily attributable to the impact of $0.8 million
higher employee compensation and benefit related costs and $0.2 million higher
fees for professional services in the current year quarter.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense
remained relatively consistent, decreasing $0.2 million, or 2.7%, to $7.2
million compared to $7.4 million in the prior year quarter.
GAIN ON SALE OF STORAGE FACILITY. On January 31, 2002 (the second quarter
of fiscal 2002), we sold our 170 million gallon propane storage facility in
Hattiesburg, Mississippi, which was considered a non-strategic asset, for net
cash proceeds of $8.0 million, resulting in a gain on sale of approximately $6.8
million.
INCOME BEFORE INTEREST EXPENSE AND INCOME TAXES AND EBITDA. Income before
interest expense and income taxes decreased $6.2 million, or 8.8%, to $64.5
million in the three months ended March 29, 2003 compared to $70.7 million in
the prior year quarter. Earnings before interest, taxes, depreciation and
amortization ("EBITDA") amounted to $74.0 million for the three months ended
March 29, 2003, compared to $78.1 million for the prior year quarter. These
changes in income before interest expense and income taxes and in EBITDA
compared to the prior year quarter reflects the impact of 8.5% higher retail
volumes sold; offset by the $3.8 million unfavorable impact of mark-to-market
activity on derivative instruments, the $6.8 million gain on sale of our
Hattiesburg, MS storage facility impacting prior year results and the higher
combined operating and general and administrative expenses described above. In
addition, the $2.4 million gain reported from the sale of five customer service
centers during the second quarter of fiscal 2003, reported within discontinued
operations, had a favorable impact on EBITDA for the three months ended March
29, 2003.
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 cash flow from
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 (amounts in thousands):
THREE MONTHS ENDED
------------------------------
MARCH 29, MARCH 30,
2003 2002
------------- -------------
Net income .................................... $ 58,306 $ 61,901
Add:
Provision for income taxes ................. 37 190
Interest expense, net ...................... 8,512 8,649
Depreciation and amortization .............. 7,164 7,406
------------- -------------
EBITDA ........................................ 74,019 78,146
------------- -------------
Add/(subtract):
Provision for income taxes ................. (37) (190)
Interest expense, net ...................... (8,512) (8,649)
Loss/(gain) on disposal of property, plant
and equipment, net.......................... 26 (263)
Gain on sale of customer service centers ... (2,404) --
Gain on sale of storage facility ........... -- (6,768)
Changes in working capital and other
assets and liabilities ..................... (48,104) (29,575)
------------- -------------
Net cash provided by operating activities ..... $ 14,988 $ 32,701
============= =============
INTEREST EXPENSE. Net interest expense decreased $0.1 million, or 1.2%, to
$8.5 million for the three months ended March 29, 2003 compared to $8.6 million
in the prior year quarter. This decrease is primarily attributable to lower
average interest rates on outstanding borrowings under our Revolving Credit
Agreement.
DISCONTINUED OPERATIONS. As part of our overall business strategy, we
continually monitor and evaluate our existing operations to identify
opportunities that will allow us to optimize our return on assets employed by
selectively consolidating or divesting operations in slower growing or
non-strategic markets. In line with that strategy, we sold five customer service
centers during the second quarter of fiscal 2003 for total cash proceeds of
approximately $5.7 million. We recorded a gain on sale of approximately $2.4
million, which has been accounted for within discontinued operations pursuant to
Statement of Financial Accounting Standards ("SFAS") No. 144, "Accounting for
the Impairment or Disposal of Long-Lived Assets."
SIX MONTHS ENDED MARCH 29, 2003 COMPARED TO SIX MONTHS ENDED MARCH 30, 2002
REVENUES. Revenues increased 19.9%, or $83.3 million, to $501.1 million for
the six months ended March 29, 2003 compared to $417.8 million for the six
months ended March 30, 2002. Revenues from retail propane activities increased
$93.0 million, or 26.6%, to $442.6 million for the six months ended March 29,
2003 compared to $349.6 million in the prior year period. This increase is the
result of an increase in average propane selling prices, coupled with an
increase in retail gallons sold. Propane selling prices averaged 15% higher
during the six months ended March 29, 2003 compared to the prior period as a
result of steadily increasing costs of propane throughout fiscal 2003. Retail
gallons sold increased 30.3 million gallons, or 10.4%, to 322.9 million gallons
for the six months ended March 29, 2003 compared to 292.6 million gallons in the
prior year period due primarily to colder average temperatures experienced in
parts of our service area throughout the first half of fiscal 2003.
Temperatures nationwide, as reported by NOAA, averaged 3% warmer than
normal for the first half of fiscal 2003, compared to 15% warmer than normal
temperatures in the same period a year ago, or 18% colder conditions
year-over-year. The coldest weather conditions, however, were experienced in the
eastern and central regions of the United States which reported normal average
temperatures for the first half of fiscal 2003, compared to temperatures during
the comparable period in the prior year that were 15% warmer than normal.
Average temperatures in the western regions of the United States were 15% warmer
than normal during the first six months of fiscal 2003, compared to 5% warmer
than normal in the prior year period, or 10% warmer temperatures year-over-year.
Additionally, our volumes continue to be affected by the impact of a continued
economic recession on customer buying habits.
Revenues from wholesale and risk management activities of $9.4 million for
the six months ended March 29, 2003 decreased $7.6 million, or 44.7%, compared
to revenues of $17.0 million for the six months ended March 30, 2002 primarily
as a result of lower volumes sold in the wholesale market. Revenue from other
sources, including sales of appliances and related parts and services, of $49.1
million for the six months ended March 29, 2003 decreased $2.1 million, or 4.1%,
compared to other revenue in the prior year of $51.2 million.
COST OF PRODUCTS SOLD. Cost of products sold increased $64.9 million, or
36.7%, to $241.5 million for the six months ended March 29, 2003 compared to
$176.6 million in the prior year period. The increase results primarily from a
38.6% increase in the average unit cost of propane during the six months ended
March 29, 2003 compared to the prior year period, coupled with the
aforementioned increase in retail volumes sold; offset by the decrease in
wholesale and risk management activities.
OPERATING EXPENSES. Operating expenses increased 10.4%, or $12.2 million,
to $129.6 million for the six months ended March 29, 2003 compared to $117.4
million for the six months ended March 30, 2002. Operating expenses in the first
six months of fiscal 2003 include a $1.4 million unrealized (non-cash) loss
representing the net change in fair values of derivative instruments, compared
to a $6.1 million unrealized gain in the prior year period (see Item 3
Quantitative and Qualitative Disclosures About Market Risk for information on
our policies regarding the accounting for derivative instruments). In addition
to the impact of changes in the fair value of derivative instruments, operating
expenses increased $4.7 million primarily resulting from $1.7 million higher
employee compensation and benefits to support the increased sales volume, $1.0
million increased pension and medical costs and $0.8 million higher costs to
operate our fleet primarily from increased fuel costs. In addition, we
experienced $1.2 million higher bad debt expense as a result of the significant
increase in the commodity price of propane resulting in higher prices to our
customers, higher sales volumes and general economic conditions.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses of
$19.2 million for the six months ended March 29, 2003 were $3.9 million, or
25.5%, higher than the prior year period of $15.3 million. The increase was
primarily attributable to the impact of $1.9 million higher employee
compensation and benefit related costs, as well as $0.5 million higher fees for
professional services in the current year period.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense
decreased $0.5 million, or 3.3%, to $14.5 million for the six months ended March
29, 2003, compared to $15.0 million for the six months ended March 30, 2002.
GAIN ON SALE OF STORAGE FACILITY. On January 31, 2002 (the second quarter
of fiscal 2002), we sold our 170 million gallon propane storage facility in
Hattiesburg, Mississippi, which was considered a non-strategic asset, for net
cash proceeds of $8.0 million, resulting in a gain on sale of approximately $6.8
million.
INCOME BEFORE INTEREST EXPENSE AND INCOME TAXES AND EBITDA. Income before
interest expense and income taxes decreased $3.9 million, or 3.9%, to $96.3
million in the six months ended March 29, 2003, compared to $100.2 million in
the prior year period. Earnings before interest, taxes, depreciation and
amortization ("EBITDA") amounted to $113.2 million for the six months ended
March 29, 2003, compared to $115.2 million for the prior year period. The
decline in income before interest expense and income taxes and in EBITDA over
the prior year period reflects the impact of 10.4% higher retail volumes sold
which was offset by the $7.5 million unfavorable impact of mark-to-market
activity on derivative instruments year-over-year, the $6.8 million gain on sale
of our Hattiesburg, Mississippi storage facility impacting prior year results
and the higher combined operating and general and administrative expenses
(described above) in support of higher business activity. Additionally, the $2.4
million gain reported from the sale of five customer service centers during the
second quarter of fiscal 2003, reported within discontinued operations, had a
favorable impact on EBITDA for the six months ended March 29, 2003.
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 cash flow from
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 (amounts in thousands):
SIX MONTHS ENDED
------------------------------
MARCH 29, MARCH 30,
2003 2002
------------- -------------
Net income .................................... $ 81,560 $ 82,514
Add:
Provision for income taxes ................. 167 328
Interest expense, net ...................... 17,021 17,373
Depreciation and amortization .............. 14,484 14,992
------------- -------------
EBITDA ........................................ 113,232 115,207
------------- -------------
Add/(subtract):
Provision for income taxes ................. (167) (328)
Interest expense, net ...................... (17,021) (17,373)
Loss/(gain) on disposal of property, plant
and equipment, net.......................... (320) (276)
Gain on sale of customer service centers ... (2,404) --
Gain on sale of storage facility ........... -- (6,768)
Changes in working capital and other
assets and liabilities ..................... (69,954) (54,340)
------------- -------------
Net cash provided by operating activities ..... $ 23,366 $ 36,122
============= =============
INTEREST EXPENSE. Net interest expense decreased $0.4 million, or 2.3%, to
$17.0 million for the six months ended March 29, 2003 compared to $17.4 million
in the prior year period. This decrease is primarily attributable to lower
average interest rates on outstanding borrowings under our Revolving Credit
Agreement.
DISCONTINUED OPERATIONS. As part of our overall business strategy, we
continually monitor and evaluate our existing operations to identify
opportunities that will allow us to optimize our return on assets employed by
selectively consolidating or divesting operations in slower growing or
non-strategic markets. In line with that strategy, we sold five customer service
centers during the second quarter of fiscal 2003 for total cash proceeds of
approximately $5.7 million. We recorded a gain on sale of approximately $2.4
million, which has been accounted for within discontinued operations pursuant to
SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets."
LIQUIDITY AND CAPITAL RESOURCES
Due to the seasonal nature of the propane business, cash flows from
operating activities are greater during the winter and spring seasons, our
second and third fiscal quarters, as customers pay for propane purchased during
the heating season. For the six months ended March 29, 2003, net cash provided
by operating activities was $23.4 million compared to cash provided by operating
activities of $36.1 million for the six months ended March 30, 2002. The
decrease of $12.7 million was primarily due to $2.9 million higher net income,
after adjusting for non-cash items in both periods (depreciation, amortization
and gains on disposal of assets), offset by a $15.6 million unfavorable impact
of changes in working capital in comparison to the prior year period. The
changes in working capital result primarily from an increase in accounts
receivable in line with increased sales volumes and higher average selling
prices, offset to a degree by lower payments under employee compensation plans
and higher accounts payable.
Net cash provided by investing activities of $0.7 million for the six
months ended March 29, 2003 consists of net proceeds from the sale of five
customer service centers of $5.7 million and net proceeds of $1.0 million from
the sale of property, plant and equipment; offset by capital expenditures of
$6.0 million (including $1.7 million for maintenance expenditures and $4.3
million to support the growth of operations). Net cash provided by investing
activities during the six months ended March 30, 2002 consists of net proceeds
from the sale of assets of $9.6 million (including net cash proceeds of $8.0
million resulting from the sale of our propane storage facility in Hattiesburg,
Mississippi), offset by capital expenditures of $9.6 million (including $5.8
million for maintenance expenditures and $3.8 million to support the growth of
operations).
Net cash used in financing activities for the six months ended March 29,
2003 was $29.1 million, primarily reflecting payment of our quarterly
distributions of $0.5750 per Common Unit during the first and second quarters of
fiscal 2003. Net cash used in financing activities for the six months ended
March 30, 2002 was $28.3 million, reflecting payment of our quarterly
distributions of $0.5625 during the first and second quarters of fiscal 2002.
On March 5, 1996, pursuant to a Senior Note Agreement (the "1996 Senior
Note Agreement"), we issued $425.0 million of senior notes (the "1996 Senior
Notes") with an annual interest rate of 7.54%. Our obligations under the 1996
Senior Note Agreement are unsecured and rank on an equal and ratable basis with
our obligations under the 2002 Senior Note Agreement and the Revolving Credit
Agreement. Under the terms of the 1996 Senior Note Agreement, we became
obligated to pay the principal on the 1996 Senior Notes in equal annual payments
of $42.5 million starting July 1, 2002, with the last such payment due June 30,
2011. On July 1, 2002, we received net proceeds of $42.5 million from the
issuance of 7.37% Senior Notes due June, 2012 (the "2002 Senior Notes") and used
the funds to pay the first annual principal payment of $42.5 million due under
the 1996 Senior Note Agreement. Our obligations under the agreement governing
the 2002 Senior Notes (the "2002 Senior Note Agreement") are unsecured and rank
on an equal and ratable basis with our obligations under the 1996 Senior Note
Agreement and the Revolving Credit Agreement. The next principal payment on the
1996 Senior Notes is due on July 1, 2003. Rather than refinancing this $42.5
million principal payment, we expect that we will make this payment from cash
flow from operations, the net proceeds from the contemplated offering of common
units described below, our cash position or availability under our Revolving
Credit Agreement.
Our Revolving Credit Agreement, as amended on January 29, 2001, provides a
$75.0 million working capital facility and a $50.0 million acquisition facility.
Borrowings under the Revolving Credit Agreement bear interest at a rate based
upon either LIBOR plus a margin, Wachovia National Bank's prime rate or the
Federal Funds rate plus 1/2 of 1%. An annual fee ranging from .375% to .50%,
based upon certain financial tests, is payable quarterly whether or not
borrowings occur. As of March 29, 2003 and September 28, 2002, $46.0 million was
outstanding under the acquisition facility of the Revolving Credit Agreement and
there were no borrowings under the working capital facility. The Revolving
Credit Agreement matures on May 31, 2003. On May 8, 2003, we completed the
Second Amended and Restated Credit Agreement which extends the existing
Revolving Credit Agreement until May 31, 2006 on substantially the same terms as
set forth above. The Second Amended and Restated Credit Agreement provides a
$75.0 million working capital facility and reduces the acquisition facility from
$50.0 million to $25.0 million. In connection with the completion of the Second
Amended and Restated Credit Agreement, the Partnership repaid $21.0 million of
outstanding borrowings under the Revolving Credit Agreement. Accordingly, the
Partnership has classified the $21.0 million portion of the Revolving Credit
Agreement as a current liability and the remaining $25.0 million outstanding
borrowing under the acquisition facility as long-term debt at March 29, 2003.
The 1996 Senior Note Agreement, the 2002 Senior Note Agreement and the
Revolving Credit Agreement contain various restrictive and affirmative covenants
applicable to the Operating Partnership, including (a) maintenance of certain
financial tests, including, but not limited to, a leverage ratio of less than
5.0 to 1 and an interest coverage ratio in excess of 2.5 to 1 using EBITDA in
such ratio calculations, (b) restrictions on the incurrence of additional
indebtedness, and (c) restrictions on certain liens, investments, guarantees,
loans, advances, payments, mergers, consolidations, distributions, sales of
assets and other transactions. During December 2002, we amended the 1996 Senior
Note Agreement to (i) eliminate an adjusted net worth financial test to be
consistent with the 2002 Senior Note Agreement and Revolving Credit Agreement,
and (ii) add a second tier leverage ratio of less than 5.25 to 1 when the
underfunded portion of our pension obligations is used in the computation. We
were in compliance with all covenants and terms of the 1996 Senior Note
Agreement, the 2002 Senior Note Agreement and the Revolving Credit Agreement as
of March 29, 2003.
We will make distributions in an amount equal to all of our Available Cash,
as defined in the Second Amended and Restated Partnership Agreement,
approximately 45 days after the end of each fiscal quarter to holders of record
on the applicable record dates. The Board of Supervisors reviews the level of
Available Cash on a quarterly basis based upon information provided by
management. On April 24, 2003, we declared a quarterly distribution of $0.5750
per Common Unit, or $2.30 on an annualized basis, for the second quarter of
fiscal 2003 payable on May 13, 2003 to holders of record on May 6, 2003.
Quarterly distributions include Incentive Distribution Rights ("IDRs")
payable to the General Partner to the extent the quarterly distribution exceeds
$0.55 per Common Unit. The IDRs represent an incentive for the General Partner
(which is owned by the management of the Partnership) to increase the
distributions to Common Unitholders in excess of the $0.55 per Common Unit. With
regard to the first $0.55 of the Common Unit distribution, 98.11% of the
Available Cash is distributed to the Common Unitholders and 1.89% is distributed
to the General Partner. With regard to the balance of the Common Unit
distributions paid, 85% of the Available Cash is distributed to the Common
Unitholders and 15% is distributed to the General Partner.
The first six months of fiscal 2003 presented a return to more normal
winter weather conditions across much of the United States, a challenging
commodity price and supply environment and the sustained economic recession. Our
results of operations were favorably impacted by a return to more normal weather
patterns, particularly in the east, and our continued focus on managing our cost
structure; despite the negative affects of unseasonably warm weather in the west
and the economy. In addition, our product supply and risk management activities
helped to ensure adequate supply and to mitigate the impact of propane price
volatility during a period of uncertainty surrounding the situation in Iraq and
other oil producing nations. Given our cash position ($35.9 million at March 29,
2003) and positive cash flow from operations we continue to effectively manage
our cash flow without the need to utilize our working capital facility under our
Revolving Credit Agreement. As we look ahead to the remainder of fiscal 2003,
our operations may be impacted by certain factors beyond our control, including,
but not limited to, a sustained economic recession, a continued volatile
commodity price environment and a shift to warmer weather conditions in our
service areas. Additionally, as announced on April 9, 2003, we have filed a
registration statement with the Securities and Exchange Commission for the sale
of up to $57.5 million of common units representing limited partner interests.
This registration statement has not yet become effective and, as such, we have
not yet sold the new common units. We intend to use the proceeds of this
offering for general partnership purposes, which may include working capital,
capital expenditures, potential acquisitions and further debt reduction. Based
on our current estimates of our cash flow from operations and cash position,
availability under the Revolving Credit Agreement (unused borrowing capacity
under the working capital facility of $75.0 million at May 9, 2003) and the net
proceeds from the contemplated offering of common units, we expect to have
sufficient funds to meet our current and forseeable future obligations.
LONG-TERM DEBT OBLIGATIONS AND OTHER COMMITMENTS
Long-term debt obligations and future minimum rental commitments under
noncancelable operating lease agreements as of March 29, 2003 are due as follows
(amounts in thousands):
REMAINDER FISCAL
OF FISCAL FISCAL FISCAL FISCAL 2007 AND
2003 2004 2005 2006 THEREAFTER TOTAL
---------- ---------- ---------- ---------- ---------- ----------
Long-term debt ...................... $ 63,882 $ 42,910 $ 42,940 $ 67,973 $255,000 $472,705
Operating leases .................... 11,141 16,415 12,653 10,075 12,844 63,128
Total long-term debt obligations.
---------- ---------- ---------- ---------- ---------- ----------
and lease commitments ......... $ 75,023 $ 59,325 $ 55,593 $ 78,048 $267,844 $535,833
========== ========== ========== ========== ========== ==========
Additionally, we have standby letters of credit in the aggregate amount of
$35.4 million, in support of our casualty insurance coverage and certain lease
obligations, which expire periodically through March 1, 2004.
Financial Accounting Standards Board Financial Interpretation No. 45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others," expands the existing disclosure
requirements for guarantees and requires recognition of a liability for the fair
value of guarantees issued after December 31, 2002. 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 2009. 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 equipment's fair value at the end of their lease term
have 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 $15.5 million.
RECENTLY ISSUED ACCOUNTING STANDARDS
On June 28, 2002, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 146, "Accounting for
Costs Associated with Exit or Disposal Activities" ("SFAS 146"). SFAS 146
requires companies to recognize costs associated with exit or disposal
activities when they are incurred rather than at the date of a commitment to an
exit or disposal plan. The provisions of SFAS 146 are effective for exit or
disposal activities initiated after December 31, 2002. We will apply the
provisions of this standard on an ongoing basis, as applicable.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As of March 29, 2003, we were party to propane forward and option contracts
with various third parties and futures traded on the New York Mercantile
Exchange (the "NYMEX"). Futures and forward contracts require that we sell or
acquire propane at a fixed price at fixed future dates. An option contract
allows, but does not require, its holder to buy or sell propane at a specified
price during a specified time period; the writer of an option contract must
fulfill the obligation of the option contract, should the holder choose to
exercise the option. At expiration, the contracts are settled by the delivery of
propane to the respective party or are settled by the payment of a net amount
equal to the difference between the then current price of propane and the fixed
contract price. The contracts are entered into in anticipation of market
movements and to manage and hedge exposure to fluctuating propane prices, as
well as to help ensure the availability of propane during periods of high
demand.
Market risks associated with the trading of futures, options and forward
contracts are monitored daily for compliance with our trading policy which
includes volume limits for open positions. Open inventory positions are reviewed
and managed daily as to exposures to changing market prices.
MARKET RISK
We are subject to commodity price risk to the extent that propane market
prices deviate from fixed contract settlement amounts. Futures traded with
brokers of the NYMEX require daily cash settlements in margin accounts. Forward
and option contracts are generally settled at the expiration of the contract
term either by physical delivery or through a net settlement mechanism.
CREDIT RISK
Futures are guaranteed by the NYMEX and, as a result, have minimal credit
risk. We are subject to credit risk with forward and option contracts to the
extent the counterparties do not perform. We evaluate the financial condition of
each counterparty with which we conduct business and establish credit limits to
reduce exposure to credit risk of non-performance.
DERIVATIVE INSTRUMENTS
We account for derivative instruments in accordance with the provisions of
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities"
("SFAS 133"), as amended by SFAS No. 137 and SFAS No. 138. All derivative
instruments are reported on the balance sheet, within other current assets or
other current liabilities, at their fair values. On the date that futures,
forward and option contracts are entered into, we make a determination as to
whether the derivative instrument qualifies for designation as a hedge. Prior to
March 31, 2002, we determined that our derivative instruments did not qualify as
hedges and, as such, the changes in fair values were recorded in income.
Beginning with contracts entered into subsequent to March 31, 2002, a portion of
the derivative instruments entered into are designated and qualify as cash flow
hedges. For derivative instruments designated as cash flow hedges, we formally
assess, both at the hedge contract's inception and on an ongoing basis, whether
the hedge contract is highly effective in offsetting changes in cash flows of
hedged items. Changes in the fair value of derivative instruments designated as
cash flow hedges are reported in accumulated other comprehensive income/(loss)
("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 hedges are recognized
in cost of products sold immediately. Changes in the fair value of derivative
instruments that are not designated as hedges are recorded in current period
earnings. Fair values for forward contracts and futures are derived from quoted
market prices for similar instruments traded on the NYMEX.
At March 29, 2003, the fair value of derivative instruments described above
resulted in derivative assets of $0.3 million included within prepaid expenses
and other current assets and derivative liabilities of $0.6 million included
within other current liabilities. Operating expenses include unrealized losses
in the amount of $0.4 million and $1.4 million for the three and six months
ended March 29, 2003, respectively, and unrealized gains in the amount of $3.4
million and $6.1 million for the three and six months ended March 30, 2002
attributable to the change in fair value of derivative instruments not
designated as hedges. At March 29, 2003, unrealized gains on derivative
instruments designated as cash flow hedges in the amount of $0.2 million 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.
SENSITIVITY ANALYSIS
In an effort to estimate the exposure of unfavorable market price
movements, a sensitivity analysis of open positions as of March 29, 2003 was
performed. Based on this analysis, a hypothetical 10% adverse change in market
prices for each of the future months for which an option, futures and/or forward
contract exists indicates a potential loss in future earnings of $0.8 million
and $1.7 million as of March 29, 2003 and March 30, 2002, respectively. See also
Item 7A of our Annual Report on Form 10-K for the fiscal year ended September
28, 2002.
The above hypothetical change does not reflect the worst case scenario.
Actual results may be significantly different depending on market conditions and
the composition of the open position portfolio at any given point in time.
ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
Within 90 days prior to the filing date of this Quarterly Report, the
Partnership carried out an evaluation, under the supervision and with the
participation of the Partnership's management, including the Partnership's Chief
Executive Officer and Principal Financial Officer, of the effectiveness of the
design and operation of the Partnership's disclosure controls and procedures
pursuant to Rule 13a-14 under the Securities Exchange Act of 1934 (the "Exchange
Act"). Based upon that evaluation, the Chief Executive Officer and Principal
Financial Officer concluded that the Partnership's disclosure controls and
procedures are effective.
Disclosure controls and procedures are controls and other procedures that
are designed to ensure that information required to be disclosed in the reports
filed or submitted under the Exchange Act is recorded, processed, summarized and
reported, within the time period specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in
reports filed under the Exchange Act is accumulated and communicated to
management including the Chief Executive Officer and the Principal Financial
Officer, as appropriate, to allow timely decisions regarding required
disclosure.
(b) Changes in Internal Controls
There were no significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent to the date of our
most recent evaluation.
PART II
ITEM 1. LEGAL PROCEEDINGS
On February 6, 2003, the plaintiffs in Heritage v. SCANA et al filed a motion
to amend its complaint to assert additional claims against all defendants,
including three new claims against our operating partnership: aiding and
abetting; misappropriation; and unjust enrichment. We believe that the claims
and proposed additional claims against our operating partnership are without
merit and are defending the action vigorously. The court has entered an order
setting this matter for trial any time after July 1, 2003.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
99.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes - Oxley Act of 2002.
10.26 Second Amended and Restated Credit Agreement dated May 8, 2003
(b) Reports on Form 8-K
No reports were filed on Form 8-K.
Other items under Part II are not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Suburban Propane Partners, L.P.
MAY 13, 2003 /S/ ROBERT M. PLANTE
- ------------ --------------------
Date Robert M. Plante
Vice President - Finance
(Principal Financial Officer)
MAY 13, 2003 /S/ MICHAEL A. STIVALA
- ------------ ----------------------
Date Michael A. Stivala
Controller
(Principal Accounting Officer)
CERTIFICATIONS
I, Mark A. Alexander, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Suburban Propane
Partners, L.P.;
2. Based on my knowledge, this Quarterly Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this Quarterly Report;
3. Based on my knowledge, the financial statements, and other financial
information included in this Quarterly Report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
Quarterly Report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) Designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this Quarterly Report is being
prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
Quarterly Report (the "Evaluation Date"); and
c) Presented in this Quarterly Report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's Board of Supervisors (or persons performing the
equivalent function):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
Quarterly Report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
May 13, 2003
/ S/ MARK A. ALEXANDER
-----------------------
Mark A. Alexander
President and Chief Executive Officer
I, Robert M. Plante, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Suburban Propane
Partners, L.P.;
2. Based on my knowledge, this Quarterly Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this Quarterly Report;
3. Based on my knowledge, the financial statements, and other financial
information included in this Quarterly Report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
Quarterly Report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) Designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this Quarterly Report is being
prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
Quarterly Report (the "Evaluation Date"); and
c) Presented in this Quarterly Report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's Board of Supervisors (or persons performing the
equivalent function):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
Quarterly Report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
May 13, 2003
/S/ ROBERT M. PLANTE
--------------------
Robert M. Plante
Vice President - Finance
(Principal Financial Officer)