UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) April 22, 1999
SUBURBAN PROPANE PARTNERS, L.P.
-------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 1-14222 22-3410353
- --------------------------------------------------------------------------------
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File No.) Identification No.)
240 ROUTE 10 WEST, WHIPPANY, NJ 07981
- --------------------------------------------------------------------------------
(Address of principal executive office) (Zip Code)
(973) 887-5300
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Page 1 of 6
Exhibit Index on Page 4
<PAGE>
ITEM 5. OTHER EVENTS.
On April 22, 1999, Suburban Propane Partners, L.P. issued a press release
(the "Press Release") regarding earnings and the regular quarterly distribution
for the Common Units for the quarter ended March 27, 1999. A copy of the Press
Release has been filed as Exhibit 99.1 to this Current Report.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(C) EXHIBITS. A copy of the Press Release has been filed as Exhibit 99.1
to this Current Report.
Page 2 of 6
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES 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.
DATE: APRIL 23, 1999 BY: /S/ JANICE G. MEOLA
--------------------
JANICE G. MEOLA
GENERAL COUNSEL AND SECRETARY
Page 3 of 6
<PAGE>
EXHIBITS
--------
EXHIBIT NO. EXHIBIT
- ----------- -------
99.1 Press Release dated April 22, 1999
Page 4 of 6
<PAGE>
EXHIBIT 99.1
------------
NEWS RELEASE
FOR IMMEDIATE RELEASE
- ---------------------
SUBURBAN PROPANE PARTNERS, L.P. REPORTS 27.4% INCREASE IN SECOND QUARTER
NET INCOME AND DECLARES COMMON UNIT QUARTERLY DISTRIBUTION
WHIPPANY, New Jersey, April 22, 1999 -- Suburban Propane Partners, L.P.
(NYSE:SPH) today announced a 27.4% increase in second quarter net income and
declared its regular quarterly distribution of $0.50 per Limited Partner Common
Unit.
Net income for the three months ended March 27, 1999 increased $10.2 million or
27.4% to $47.2 million, or $1.61 per unit, compared to $37.0 million, or $1.26
per unit, for the comparable period in 1998. EBITDA (earnings before interest,
income taxes, depreciation and amortization) increased $9.6 million or 17.8% to
$63.5 million compared to $53.9 million in the prior period.
Revenues decreased $8.5 million or 3.7% to $222.0 million compared to $230.4
million in the prior period, primarily due to lower selling prices resulting
from decreases in the cost of propane. Retail gallons sold increased 14.9
million gallons or 8.3% to 195.0 million gallons compared to 180.1 million
gallons in the prior period, reflecting improved results in all operating areas.
Nationwide temperatures were 7% warmer than normal during the second quarter of
fiscal 1999, as compared to 13% warmer than normal in the prior period.
Operating and general & administrative expenses increased $1.1 million or 1.8%
to $62.2 million, compared to $61.1 million in the prior period, principally
resulting from increased expenditures in the information systems area.
In announcing these results, President and Chief Executive Officer Mark A.
Alexander said, "We are extremely pleased with these results. Our financial
position continues to strengthen as a result of our efforts to improve operating
efficiencies and customer satisfaction, despite warmer than normal weather."
Suburban also announced its regular quarterly distribution of $0.50 per Limited
Partner Common Unit for the second quarter ended March 27, 1999. The
distribution is payable on May 11, 1999, to Common Unit holders of record as of
April 30, 1999. In conjunction with the pending Recapitalization, the
Partnership will not make the quarterly distribution on its Subordinated Units.
Suburban Propane Partners, L.P. is a publicly traded Master Limited Partnership
listed on the New York Stock Exchange. Headquartered in Whippany, New Jersey,
Suburban has been in the customer service business since 1928 and is the
nation's third largest propane gas marketer. The Partnership serves over 700,000
residential, commercial, industrial and agricultural customers through more than
340 customer service centers in more than 40 states. Corporate news, unit prices
and additional information about Suburban are available 24 hours a day, 7 days a
week on the company's web site. Via the Internet, go to WWW.SUBURBANPROPANE.COM.
To receive news releases via fax: Dial 800-758-5804 and input extension 112074.
Company contact: Robert M. Plante
Treasurer
(973) 503-9252
(more)
Page 5 of 6
<PAGE>
<TABLE>
<CAPTION>
SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED MARCH 27, 1999 AND MARCH 28, 1998
(IN THOUSANDS, EXCEPT PER UNIT AMOUNTS)
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
MARCH 27, 1999 MARCH 28, 1998 MARCH 27, 1999 MARCH 28, 1998
-------------- -------------- -------------- --------------
Revenues
<S> <C> <C> <C> <C>
Propane .................................. $ 203,645 $ 214,134 $ 342,435 $ 397,039
Other .................................... 18,333 16,295 40,759 38,276
--------- --------- --------- --------
221,978 230,429 383,194 435,315
Costs and Expenses
Cost of sales ............................ 96,237 115,351 165,108 221,008
Operating ................................ 54,972 55,136 107,246 109,066
Depreciation and amortization ............ 8,730 9,173 17,512 18,465
General and administrative ............... 7,262 6,012 14,588 12,084
Gain on sale of investment in
Dixie Pipeline Co. .................. -- -- -- (5,090)
--------- --------- --------- --------
167,201 185,672 304,454 355,533
Income from operations ..................... 54,777 44,757 78,740 79,782
Interest expense, net ...................... 7,597 7,741 15,183 15,849
--------- --------- --------- --------
Income before provision
for income taxes ......................... 47,180 37,016 63,557 63,933
Provision for income taxes ................. 19 5 26 21
--------- --------- --------- --------
Net income ................................. $ 47,161 $ 37,011 $ 63,531 $ 63,912
========= ========= ========= ========
General Partner's interest in net income ... $ 943 $ 740 $ 1,271 $ 1,278
Limited Partners' interest in net income ... 46,218 36,271 62,260 62,634
Net income per Unit ........................ $ 1.61 $ 1.26 $ 2.17 $ 2.18 (b)
Weighted average number of units outstanding 28,726 28,726 28,726 28,726
- -----------------------------------------------------------------------------------------------------------------
Supplemental Information:
EBITDA (a) ................................. $ 63,507 $ 53,930 $ 96,252 $ 98,247
Retail gallons sold ........................ 195,045 180,139 332,648 338,417
</TABLE>
(a) EBITDA is defined as earnings before interest, income taxes, depreciation
and amortization. EBITDA should not be considered as an alternative to net
income (as an indicator of operating performance) or as an alternative to cash
flow (as a measure of liquidity or ability to service debt obligations) and it
is not in accordance with nor superior to generally accepted accounting
principles but provides additional information for evaluating the Partnership's
ability to distribute the Minimum Quarterly Distribution.
(b) Net income per Unit was $2.01 for the six months ended March 28, 1998,
excluding the non-recurring gain on the sale of the Partnership's minority
interest in the Dixie Pipeline Co.
# # #
Page 6 of 6