![]() |
![]() |
![]() |
![]() |
![]() |
UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of
1934
For the quarterly period ended June 24, 2006
Transition
Report Pursuant to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Commission File Number: 1-14222
SUBURBAN PROPANE PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
![]() |
![]() |
![]() |
![]() |
Delaware | ![]() |
![]() |
22-3410353 |
(State
or other jurisdiction of incorporation or organization) |
![]() |
![]() |
(I.R.S.
Employer 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 No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of ‘‘accelerated filer and large accelerated filer’’ in Rule 12b-2 of the Exchange Act. (Check one):
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
Large
accelerated filer ![]() |
![]() |
![]() |
Accelerated
filer ![]() |
![]() |
![]() |
Non-accelerated
filer ![]() |
![]() |
Indicate by
check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes No
![]() |
![]() |
![]() |
![]() |
![]() |
SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES
INDEX TO FORM 10-Q
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
Page | |||||
![]() |
![]() |
PART I | ![]() |
![]() |
![]() |
![]() |
![]() |
||
ITEM 1. | ![]() |
![]() |
FINANCIAL STATEMENTS (UNAUDITED) | ![]() |
![]() |
![]() |
![]() |
![]() |
|
![]() |
![]() |
Condensed
Consolidated Balance Sheets as of June 24, 2006 and September 24, 2005 |
![]() |
![]() |
![]() |
![]() |
1 |
![]() |
|
![]() |
![]() |
Condensed Consolidated
Statements of Operations for the three months ended June 24, 2006 and June 25, 2005 |
![]() |
![]() |
![]() |
![]() |
2 |
![]() |
|
![]() |
![]() |
Condensed
Consolidated Statements of Operations for the nine
months ended June 24, 2006 and June 25, 2005 |
![]() |
![]() |
![]() |
![]() |
3 |
![]() |
|
![]() |
![]() |
Condensed Consolidated
Statements of Cash Flows for the nine months ended June 24, 2006 and June 25, 2005 |
![]() |
![]() |
![]() |
![]() |
4 |
![]() |
|
![]() |
![]() |
Condensed
Consolidated Statement of Partners' Capital for the
nine months ended June 24, 2006 |
![]() |
![]() |
![]() |
![]() |
5 |
![]() |
|
![]() |
![]() |
Notes to Condensed Consolidated Financial Statements | ![]() |
![]() |
![]() |
![]() |
6 |
![]() |
|
ITEM 2. | ![]() |
![]() |
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
![]() |
![]() |
![]() |
![]() |
20 |
![]() |
ITEM 3. | ![]() |
![]() |
QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK |
![]() |
![]() |
![]() |
![]() |
38 |
![]() |
ITEM 4. | ![]() |
![]() |
CONTROLS AND PROCEDURES | ![]() |
![]() |
![]() |
![]() |
40 |
![]() |
![]() |
![]() |
PART II | ![]() |
![]() |
![]() |
![]() |
![]() |
||
ITEM 1A. | ![]() |
![]() |
RISK FACTORS | ![]() |
![]() |
![]() |
![]() |
41 |
![]() |
ITEM 6. | ![]() |
![]() |
EXHIBITS | ![]() |
![]() |
![]() |
![]() |
49 |
![]() |
SIGNATURES | ![]() |
![]() |
![]() |
![]() |
50 |
![]() |
|||
![]() |
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements (‘‘Forward-Looking Statements’’) as defined in the Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act of 1933, as amended, relating to future business expectations and predictions and financial condition and results of operations of Suburban Propane Partners, L.P. (the ‘‘Partnership’’). Some of these statements can be identified by the use of forward-looking terminology such as ‘‘prospects,’’ ‘‘outlook,’’ ‘‘believes,’’ ‘‘estimates,’’ ‘‘intends,’’ ‘‘may,’’ ‘‘will,’’ ‘‘should,’’ ‘‘anticipates,’’ ‘‘expects’’ or ‘‘plans’’ or the negative or other variation of these or similar words, or by discussion of trends and conditions, strategies or risks and uncertainties. These Forward-Looking Statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those discussed or implied in such Forward-Looking Statements (statements contained in this Quarterly Report identifying such risks and uncertainties are referred to as ‘‘Cautionary Statements’’). The risks and uncertainties and their impact on the Partnership’s results include, but are not limited to, the following risks:
![]() |
![]() |
• | The impact of weather conditions on the demand for propane, fuel oil and other refined fuels, natural gas and electricity; |
![]() |
![]() |
• | Fluctuations in the unit cost of propane, fuel oil and other refined fuels and natural gas, and the impact of price increases on customer conservation; |
![]() |
![]() |
• | The ability of the Partnership to compete with other suppliers of propane, fuel oil and other energy sources; |
![]() |
![]() |
• | The impact on the price and supply of propane, fuel oil and other refined fuels from the political, military or economic instability of the oil producing nations, global terrorism and other general economic conditions; |
![]() |
![]() |
• | The ability of the Partnership to acquire and maintain reliable transportation for its propane, fuel oil and other refined fuels; |
![]() |
![]() |
• | The ability of the Partnership to retain customers; |
![]() |
![]() |
• | The impact of energy efficiency and technology advances on the demand for propane and fuel oil; |
![]() |
![]() |
• | The ability of management to continue to control expenses including the results of our recent field realignment initiative; |
![]() |
![]() |
• | The impact of changes in applicable statutes and government regulations, or their interpretations, including those relating to the environment and global warming and other regulatory developments on the Partnership’s business; |
![]() |
![]() |
• | The impact of legal proceedings on the Partnership’s business; |
![]() |
![]() |
• | The impact of operating hazards that could adversely affect the Partnership’s operating results to the extent not covered by insurance; and |
![]() |
![]() |
• | The Partnership’s ability to integrate acquired businesses successfully. |
Some of these Forward-Looking Statements are discussed in more detail in ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations’’ in this Quarterly Report. On different occasions, the Partnership or its representatives have made or may make Forward-Looking Statements in other filings with the Securities and Exchange Commission (‘‘SEC’’), press releases or oral statements made by or with the approval of one of the Partnership’s authorized executive officers. Readers are cautioned not to place undue reliance on Forward-Looking Statements, which reflect management’s view only as of the date made. The Partnership undertakes no obligation to update any Forward-Looking Statement or Cautionary Statement. All subsequent written and oral Forward-Looking Statements attributable to the Partnership or persons acting on its behalf are expressly qualified in their entirety by the Cautionary Statements in this Quarterly Report and in future SEC reports.
SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED
BALANCE SHEETS
(in
thousands)
(unaudited)
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
June
24, 2006 |
![]() |
![]() |
September
24, 2005 |
|||||||
ASSETS | ![]() |
![]() |
![]() |
![]() |
||||||||
Current assets: | ![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
||
Cash and cash equivalents | ![]() |
![]() |
![]() |
$ | 37,876 |
![]() |
![]() |
![]() |
![]() |
$ | 14,411 |
![]() |
Accounts receivable, less allowance for doubtful accounts of $10,490 and $9,965, respectively | ![]() |
![]() |
![]() |
![]() |
105,974 |
![]() |
![]() |
![]() |
![]() |
![]() |
109,918 |
![]() |
Inventories | ![]() |
![]() |
![]() |
![]() |
71,976 |
![]() |
![]() |
![]() |
![]() |
![]() |
80,565 |
![]() |
Prepaid expenses and other current assets | ![]() |
![]() |
![]() |
![]() |
16,825 |
![]() |
![]() |
![]() |
![]() |
![]() |
31,909 |
![]() |
Total current assets | ![]() |
![]() |
![]() |
![]() |
232,651 |
![]() |
![]() |
![]() |
![]() |
![]() |
236,803 |
![]() |
Property, plant and equipment, net | ![]() |
![]() |
![]() |
![]() |
390,797 |
![]() |
![]() |
![]() |
![]() |
![]() |
399,985 |
![]() |
Goodwill | ![]() |
![]() |
![]() |
![]() |
281,359 |
![]() |
![]() |
![]() |
![]() |
![]() |
281,359 |
![]() |
Other intangible assets, net | ![]() |
![]() |
![]() |
![]() |
18,622 |
![]() |
![]() |
![]() |
![]() |
![]() |
20,685 |
![]() |
Other assets | ![]() |
![]() |
![]() |
![]() |
32,213 |
![]() |
![]() |
![]() |
![]() |
![]() |
26,765 |
![]() |
Total assets | ![]() |
![]() |
![]() |
$ | 955,642 |
![]() |
![]() |
![]() |
![]() |
$ | 965,597 |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
|||
LIABILITIES AND PARTNERS' CAPITAL | ![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
||
Current liabilities: | ![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
||
Accounts payable | ![]() |
![]() |
![]() |
$ | 45,854 |
![]() |
![]() |
![]() |
![]() |
$ | 63,569 |
![]() |
Accrued employment and benefit costs | ![]() |
![]() |
![]() |
![]() |
32,309 |
![]() |
![]() |
![]() |
![]() |
![]() |
20,291 |
![]() |
Short-term borrowings | ![]() |
![]() |
![]() |
![]() |
— |
![]() |
![]() |
![]() |
![]() |
![]() |
26,750 |
![]() |
Current portion of long-term borrowings | ![]() |
![]() |
![]() |
![]() |
— |
![]() |
![]() |
![]() |
![]() |
![]() |
475 |
![]() |
Accrued insurance | ![]() |
![]() |
![]() |
![]() |
6,630 |
![]() |
![]() |
![]() |
![]() |
![]() |
11,505 |
![]() |
Customer deposits and advances | ![]() |
![]() |
![]() |
![]() |
34,623 |
![]() |
![]() |
![]() |
![]() |
![]() |
62,099 |
![]() |
Accrued interest | ![]() |
![]() |
![]() |
![]() |
3,396 |
![]() |
![]() |
![]() |
![]() |
![]() |
10,975 |
![]() |
Other current liabilities | ![]() |
![]() |
![]() |
![]() |
19,251 |
![]() |
![]() |
![]() |
![]() |
![]() |
26,548 |
![]() |
Total current liabilities | ![]() |
![]() |
![]() |
![]() |
142,063 |
![]() |
![]() |
![]() |
![]() |
![]() |
222,212 |
![]() |
Long-term borrowings | ![]() |
![]() |
![]() |
![]() |
548,245 |
![]() |
![]() |
![]() |
![]() |
![]() |
548,070 |
![]() |
Postretirement benefits obligation | ![]() |
![]() |
![]() |
![]() |
29,779 |
![]() |
![]() |
![]() |
![]() |
![]() |
31,058 |
![]() |
Accrued insurance | ![]() |
![]() |
![]() |
![]() |
41,288 |
![]() |
![]() |
![]() |
![]() |
![]() |
34,952 |
![]() |
Accrued pension liability | ![]() |
![]() |
![]() |
![]() |
44,222 |
![]() |
![]() |
![]() |
![]() |
![]() |
40,206 |
![]() |
Other liabilities | ![]() |
![]() |
![]() |
![]() |
14,026 |
![]() |
![]() |
![]() |
![]() |
![]() |
12,983 |
![]() |
Total liabilities | ![]() |
![]() |
![]() |
![]() |
819,623 |
![]() |
![]() |
![]() |
![]() |
![]() |
889,481 |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
|||
Commitments and contingencies | ![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
||
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
|||
Partners' capital: | ![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
||
Common Unitholders (30,314 and 30,279 units issued and outstanding at | ![]() |
![]() |
![]() |
![]() |
![]() |
|||||||
June 24, 2006 and September 24, 2005, respectively) | ![]() |
![]() |
![]() |
![]() |
209,052 |
![]() |
![]() |
![]() |
![]() |
![]() |
159,199 |
![]() |
General Partner | ![]() |
![]() |
![]() |
![]() |
(337 |
)
|
![]() |
![]() |
![]() |
![]() |
(1,779 |
)
|
Deferred compensation | ![]() |
![]() |
![]() |
![]() |
(5,860 |
)
|
![]() |
![]() |
![]() |
![]() |
(5,887 |
)
|
Common Units held in trust, at cost | ![]() |
![]() |
![]() |
![]() |
5,860 |
![]() |
![]() |
![]() |
![]() |
![]() |
5,887 |
![]() |
Unearned compensation | ![]() |
![]() |
![]() |
![]() |
— |
![]() |
![]() |
![]() |
![]() |
![]() |
(4,355 |
)
|
Accumulated other comprehensive loss | ![]() |
![]() |
![]() |
![]() |
(72,696 |
)
|
![]() |
![]() |
![]() |
![]() |
(76,949 |
)
|
Total partners' capital | ![]() |
![]() |
![]() |
![]() |
136,019 |
![]() |
![]() |
![]() |
![]() |
![]() |
76,116 |
![]() |
Total liabilities and partners' capital | ![]() |
![]() |
![]() |
$ | 955,642 |
![]() |
![]() |
![]() |
![]() |
$ | 965,597 |
![]() |
![]() |
The accompanying notes are an integral part of these condensed consolidated financial statements.
1
SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS
(in thousands, except per unit
amounts)
(unaudited)
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
Three Months Ended | ||||||||||
![]() |
![]() |
June
24, 2006 |
![]() |
![]() |
June
25, 2005 |
|||||||
Revenues | ![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
||
Propane | ![]() |
![]() |
![]() |
$ | 198,505 |
![]() |
![]() |
![]() |
![]() |
$ | 194,662 |
![]() |
Fuel oil and refined fuels | ![]() |
![]() |
![]() |
![]() |
66,540 |
![]() |
![]() |
![]() |
![]() |
![]() |
86,485 |
![]() |
Natural gas and electricity | ![]() |
![]() |
![]() |
![]() |
19,662 |
![]() |
![]() |
![]() |
![]() |
![]() |
20,178 |
![]() |
HVAC | ![]() |
![]() |
![]() |
![]() |
16,540 |
![]() |
![]() |
![]() |
![]() |
![]() |
22,727 |
![]() |
All other | ![]() |
![]() |
![]() |
![]() |
2,751 |
![]() |
![]() |
![]() |
![]() |
![]() |
3,128 |
![]() |
![]() |
![]() |
![]() |
![]() |
303,998 |
![]() |
![]() |
![]() |
![]() |
![]() |
327,180 |
![]() |
|
Costs and expenses | ![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
||
Cost of products sold | ![]() |
![]() |
![]() |
![]() |
192,017 |
![]() |
![]() |
![]() |
![]() |
![]() |
219,926 |
![]() |
Operating | ![]() |
![]() |
![]() |
![]() |
88,183 |
![]() |
![]() |
![]() |
![]() |
![]() |
99,843 |
![]() |
General and administrative | ![]() |
![]() |
![]() |
![]() |
13,778 |
![]() |
![]() |
![]() |
![]() |
![]() |
11,804 |
![]() |
Restructuring costs | ![]() |
![]() |
![]() |
![]() |
2,930 |
![]() |
![]() |
![]() |
![]() |
![]() |
— |
![]() |
Depreciation and amortization | ![]() |
![]() |
![]() |
![]() |
7,756 |
![]() |
![]() |
![]() |
![]() |
![]() |
9,196 |
![]() |
![]() |
![]() |
![]() |
![]() |
304,664 |
![]() |
![]() |
![]() |
![]() |
![]() |
340,769 |
![]() |
|
Loss
before interest expense, loss on debt extinguishment and provision for income taxes |
![]() |
![]() |
![]() |
![]() |
(666 |
)
|
![]() |
![]() |
![]() |
![]() |
(13,589 |
)
|
Loss on debt extinguishment | ![]() |
![]() |
![]() |
![]() |
— |
![]() |
![]() |
![]() |
![]() |
![]() |
36,242 |
![]() |
Interest expense, net | ![]() |
![]() |
![]() |
![]() |
9,686 |
![]() |
![]() |
![]() |
![]() |
![]() |
9,943 |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
|||
Loss before provision for income taxes | ![]() |
![]() |
![]() |
![]() |
(10,352 |
)
|
![]() |
![]() |
![]() |
![]() |
(59,774 |
)
|
Provision for income taxes | ![]() |
![]() |
![]() |
![]() |
121 |
![]() |
![]() |
![]() |
![]() |
![]() |
138 |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
|||
Net loss | ![]() |
![]() |
![]() |
$ | (10,473 |
)
|
![]() |
![]() |
![]() |
$ | (59,912 |
)
|
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
|||
General Partner's interest in net loss | ![]() |
![]() |
![]() |
![]() |
(391 |
)
|
![]() |
![]() |
![]() |
![]() |
(1,862 |
)
|
Limited Partners' interest in net loss | ![]() |
![]() |
![]() |
$ | (10,082 |
)
|
![]() |
![]() |
![]() |
$ | (58,050 |
)
|
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
|||
Loss per Common Unit – basic | ![]() |
![]() |
![]() |
$ | (0.33 |
)
|
![]() |
![]() |
![]() |
$ | (1.92 |
)
|
Weighted average number of Common Units outstanding – basic | ![]() |
![]() |
![]() |
![]() |
30,314 |
![]() |
![]() |
![]() |
![]() |
![]() |
30,278 |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
|||
Loss per Common Unit – diluted | ![]() |
![]() |
![]() |
$ | (0.33 |
)
|
![]() |
![]() |
![]() |
$ | (1.92 |
)
|
Weighted average number of Common Units outstanding – diluted | ![]() |
![]() |
![]() |
![]() |
30,314 |
![]() |
![]() |
![]() |
![]() |
![]() |
(30,278 |
)
|
![]() |
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS
(in thousands, except per unit
amounts)
(unaudited)
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
Nine Months Ended | ||||||||||
![]() |
![]() |
June
24, 2006 |
![]() |
![]() |
June
25, 2005 |
|||||||
Revenues | ![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
||
Propane | ![]() |
![]() |
![]() |
$ | 895,407 |
![]() |
![]() |
![]() |
![]() |
$ | 814,275 |
![]() |
Fuel oil and refined fuels | ![]() |
![]() |
![]() |
![]() |
305,412 |
![]() |
![]() |
![]() |
![]() |
![]() |
352,708 |
![]() |
Natural gas and electricity | ![]() |
![]() |
![]() |
![]() |
103,716 |
![]() |
![]() |
![]() |
![]() |
![]() |
81,931 |
![]() |
HVAC | ![]() |
![]() |
![]() |
![]() |
70,183 |
![]() |
![]() |
![]() |
![]() |
![]() |
82,001 |
![]() |
All other | ![]() |
![]() |
![]() |
![]() |
7,686 |
![]() |
![]() |
![]() |
![]() |
![]() |
7,680 |
![]() |
![]() |
![]() |
![]() |
![]() |
1,382,404 |
![]() |
![]() |
![]() |
![]() |
![]() |
1,338,595 |
![]() |
|
Costs and expenses | ![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
||
Cost of products sold | ![]() |
![]() |
![]() |
![]() |
876,716 |
![]() |
![]() |
![]() |
![]() |
![]() |
874,197 |
![]() |
Operating | ![]() |
![]() |
![]() |
![]() |
287,971 |
![]() |
![]() |
![]() |
![]() |
![]() |
305,097 |
![]() |
General and administrative | ![]() |
![]() |
![]() |
![]() |
45,108 |
![]() |
![]() |
![]() |
![]() |
![]() |
34,829 |
![]() |
Restructuring costs | ![]() |
![]() |
![]() |
![]() |
4,427 |
![]() |
![]() |
![]() |
![]() |
![]() |
625 |
![]() |
Depreciation and amortization | ![]() |
![]() |
![]() |
![]() |
24,865 |
![]() |
![]() |
![]() |
![]() |
![]() |
27,513 |
![]() |
![]() |
![]() |
![]() |
![]() |
1,239,087 |
![]() |
![]() |
![]() |
![]() |
![]() |
1,242,261 |
![]() |
|
Income
before interest expense, loss on debt extinguishment
and provision for income taxes |
![]() |
![]() |
![]() |
![]() |
143,317 |
![]() |
![]() |
![]() |
![]() |
![]() |
96,334 |
![]() |
Loss on debt extinguishment | ![]() |
![]() |
![]() |
![]() |
— |
![]() |
![]() |
![]() |
![]() |
![]() |
36,242 |
![]() |
Interest expense, net | ![]() |
![]() |
![]() |
![]() |
31,192 |
![]() |
![]() |
![]() |
![]() |
![]() |
30,286 |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
|||
Income before provision for income taxes | ![]() |
![]() |
![]() |
![]() |
112,125 |
![]() |
![]() |
![]() |
![]() |
![]() |
29,806 |
![]() |
Provision for income taxes | ![]() |
![]() |
![]() |
![]() |
354 |
![]() |
![]() |
![]() |
![]() |
![]() |
336 |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
|||
Income from continuing operations | ![]() |
![]() |
![]() |
![]() |
111,771 |
![]() |
![]() |
![]() |
![]() |
![]() |
29,470 |
![]() |
Discontinued operations (Note 13): | ![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
||
Gain on sale of customer service centers | ![]() |
![]() |
![]() |
![]() |
— |
![]() |
![]() |
![]() |
![]() |
![]() |
976 |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
|||
Net income | ![]() |
![]() |
![]() |
$ | 111,771 |
![]() |
![]() |
![]() |
![]() |
$ | 30,446 |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
|||
General Partner's interest in net income | ![]() |
![]() |
![]() |
![]() |
3,511 |
![]() |
![]() |
![]() |
![]() |
![]() |
946 |
![]() |
Limited Partners' interest in net income | ![]() |
![]() |
![]() |
$ | 108,260 |
![]() |
![]() |
![]() |
![]() |
$ | 29,500 |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
|||
Income per Common Unit – basic | ![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
||
Income from continuing operations | ![]() |
![]() |
![]() |
$ | 3.37 |
![]() |
![]() |
![]() |
![]() |
$ | 0.94 |
![]() |
Discontinued operations | ![]() |
![]() |
![]() |
![]() |
— |
![]() |
![]() |
![]() |
![]() |
![]() |
0.03 |
![]() |
Net income | ![]() |
![]() |
![]() |
$ | 3.37 |
![]() |
![]() |
![]() |
![]() |
$ | 0.97 |
![]() |
Weighted average number of Common Units outstanding – basic | ![]() |
![]() |
![]() |
![]() |
30,309 |
![]() |
![]() |
![]() |
![]() |
![]() |
30,275 |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
|||
Income per Common Unit – diluted | ![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
||
Income from continuing operations | ![]() |
![]() |
![]() |
$ | 3.35 |
![]() |
![]() |
![]() |
![]() |
$ | 0.94 |
![]() |
Discontinued operations | ![]() |
![]() |
![]() |
![]() |
— |
![]() |
![]() |
![]() |
![]() |
![]() |
0.03 |
![]() |
Net income | ![]() |
![]() |
![]() |
$ | 3.35 |
![]() |
![]() |
![]() |
![]() |
$ | 0.97 |
![]() |
Weighted average number of Common Units outstanding – diluted | ![]() |
![]() |
![]() |
![]() |
30,431 |
![]() |
![]() |
![]() |
![]() |
![]() |
30,412 |
![]() |
![]() |
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS
(in
thousands)
(unaudited)
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
Nine Months Ended | ||||||||||
![]() |
![]() |
June
24, 2006 |
![]() |
![]() |
June
25, 2005 |
|||||||
Cash flows from operating activities: | ![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
||
Net income | ![]() |
![]() |
![]() |
$ | 111,771 |
![]() |
![]() |
![]() |
![]() |
$ | 30,446 |
![]() |
Adjustments to reconcile net income to net cash provided by operations: | ![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
||
Depreciation expense | ![]() |
![]() |
![]() |
![]() |
22,802 |
![]() |
![]() |
![]() |
![]() |
![]() |
24,431 |
![]() |
Amortization of intangible assets | ![]() |
![]() |
![]() |
![]() |
2,063 |
![]() |
![]() |
![]() |
![]() |
![]() |
3,082 |
![]() |
Amortization of debt origination costs | ![]() |
![]() |
![]() |
![]() |
992 |
![]() |
![]() |
![]() |
![]() |
![]() |
1,171 |
![]() |
Compensation cost recognized under Restricted Unit Plan | ![]() |
![]() |
![]() |
![]() |
1,648 |
![]() |
![]() |
![]() |
![]() |
![]() |
1,433 |
![]() |
Amortization of discount on long-term borrowings | ![]() |
![]() |
![]() |
![]() |
175 |
![]() |
![]() |
![]() |
![]() |
![]() |
58 |
![]() |
Gain on disposal of property, plant and equipment, net | ![]() |
![]() |
![]() |
![]() |
(1,189 |
)
|
![]() |
![]() |
![]() |
![]() |
(1,888 |
)
|
Gain on sale of customer service centers | ![]() |
![]() |
![]() |
![]() |
— |
![]() |
![]() |
![]() |
![]() |
![]() |
(976 |
)
|
Loss on debt extinguishment | ![]() |
![]() |
![]() |
![]() |
— |
![]() |
![]() |
![]() |
![]() |
![]() |
36,242 |
![]() |
Changes in assets and liabilities: | ![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
||
Decrease/(increase) in accounts receivable | ![]() |
![]() |
![]() |
![]() |
3,944 |
![]() |
![]() |
![]() |
![]() |
![]() |
(33,192 |
)
|
Decrease in inventories | ![]() |
![]() |
![]() |
![]() |
8,589 |
![]() |
![]() |
![]() |
![]() |
![]() |
7,144 |
![]() |
Decrease in prepaid expenses and other current assets | ![]() |
![]() |
![]() |
![]() |
15,272 |
![]() |
![]() |
![]() |
![]() |
![]() |
9,124 |
![]() |
(Decrease) in accounts payable | ![]() |
![]() |
![]() |
![]() |
(17,715 |
)
|
![]() |
![]() |
![]() |
![]() |
(8,208 |
)
|
Increase/(decrease) in accrued employment and benefit costs | ![]() |
![]() |
![]() |
![]() |
12,018 |
![]() |
![]() |
![]() |
![]() |
![]() |
(1,503 |
)
|
(Decrease) in accrued interest | ![]() |
![]() |
![]() |
![]() |
(7,579 |
)
|
![]() |
![]() |
![]() |
![]() |
(7,151 |
)
|
(Decrease) in other accrued liabilities | ![]() |
![]() |
![]() |
![]() |
(40,892 |
)
|
![]() |
![]() |
![]() |
![]() |
(47,569 |
)
|
(Increase) in other noncurrent assets | ![]() |
![]() |
![]() |
![]() |
(2,424 |
)
|
![]() |
![]() |
![]() |
![]() |
(871 |
)
|
Increase in other noncurrent liabilities | ![]() |
![]() |
![]() |
![]() |
11,409 |
![]() |
![]() |
![]() |
![]() |
![]() |
10,514 |
![]() |
Net cash provided by operating activities | ![]() |
![]() |
![]() |
![]() |
120,884 |
![]() |
![]() |
![]() |
![]() |
![]() |
22,287 |
![]() |
Cash flows from investing activities: | ![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
||
Capital expenditures | ![]() |
![]() |
![]() |
![]() |
(15,303 |
)
|
![]() |
![]() |
![]() |
![]() |
(23,130 |
)
|
Proceeds from sale of property, plant and equipment | ![]() |
![]() |
![]() |
![]() |
2,878 |
![]() |
![]() |
![]() |
![]() |
![]() |
4,004 |
![]() |
Net cash (used in) investing activities | ![]() |
![]() |
![]() |
![]() |
(12,425 |
)
|
![]() |
![]() |
![]() |
![]() |
(19,126 |
)
|
Cash flows from financing activities: | ![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
||
Long-term debt repayments | ![]() |
![]() |
![]() |
![]() |
(475 |
)
|
![]() |
![]() |
![]() |
![]() |
(340,440 |
)
|
Long-term debt issuance, net of discount of $2,047 | ![]() |
![]() |
![]() |
![]() |
— |
![]() |
![]() |
![]() |
![]() |
![]() |
372,953 |
![]() |
Short-term borrowings | ![]() |
![]() |
![]() |
![]() |
— |
![]() |
![]() |
![]() |
![]() |
![]() |
15,250 |
![]() |
Repayment of short-term borrowings, net | ![]() |
![]() |
![]() |
![]() |
(26,750 |
)
|
![]() |
![]() |
![]() |
![]() |
— |
![]() |
Expenses associated with debt agreements | ![]() |
![]() |
![]() |
![]() |
— |
![]() |
![]() |
![]() |
![]() |
![]() |
(3,805 |
)
|
Prepayment premium associated with debt extinguishment | ![]() |
![]() |
![]() |
![]() |
— |
![]() |
![]() |
![]() |
![]() |
![]() |
(31,980 |
)
|
Partnership distributions | ![]() |
![]() |
![]() |
![]() |
(57,769 |
)
|
![]() |
![]() |
![]() |
![]() |
(57,412 |
)
|
Net cash (used in) financing activities | ![]() |
![]() |
![]() |
![]() |
(84,994 |
)
|
![]() |
![]() |
![]() |
![]() |
(45,434 |
)
|
Net increase/(decrease) in cash and cash equivalents | ![]() |
![]() |
![]() |
![]() |
23,465 |
![]() |
![]() |
![]() |
![]() |
![]() |
(42,273 |
)
|
Cash and cash equivalents at beginning of period | ![]() |
![]() |
![]() |
![]() |
14,411 |
![]() |
![]() |
![]() |
![]() |
![]() |
53,481 |
![]() |
Cash and cash equivalents at end of period | ![]() |
![]() |
![]() |
$ | 37,876 |
![]() |
![]() |
![]() |
![]() |
$ | 11,208 |
![]() |
![]() |
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF
PARTNERS’ CAPITAL
(in
thousands)
(unaudited)
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
Number
of Common Units |
![]() |
![]() |
Common Unitholders |
![]() |
![]() |
General Partner |
![]() |
![]() |
Deferred Compensation |
![]() |
![]() |
Common Units Held in Trust |
![]() |
![]() |
Unearned Compensation |
![]() |
![]() |
Accumulated Other Comprehensive (Loss) |
![]() |
![]() |
Total Partners' Capital |
![]() |
![]() |
Comprehensive Income |
||||||||||||||||||||||||||||
Balance at September 24, 2005 | ![]() |
![]() |
![]() |
![]() |
30,279 |
![]() |
![]() |
![]() |
![]() |
$ | 159,199 |
![]() |
![]() |
![]() |
![]() |
$ | (1,779 |
)
|
![]() |
![]() |
![]() |
$ | (5,887 |
)
|
![]() |
![]() |
![]() |
$ | 5,887 |
![]() |
![]() |
![]() |
![]() |
$ | (4,355 |
)
|
![]() |
![]() |
![]() |
$ | (76,949 |
)
|
![]() |
![]() |
![]() |
$ | 76,116 |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
|
Net income | ![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
108,260 |
![]() |
![]() |
![]() |
![]() |
![]() |
3,511 |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
111,771 |
![]() |
![]() |
![]() |
![]() |
$ | 111,771 |
![]() |
|||||
Other comprehensive income: | ![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
|||||||||
Net unrealized gains on cash flow hedges | ![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
4,253 |
![]() |
![]() |
![]() |
![]() |
![]() |
4,253 |
![]() |
![]() |
![]() |
![]() |
![]() |
4,253 |
![]() |
||||||
Reclassification of realized gains on cash flow hedges into earnings | ![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
— |
![]() |
![]() |
![]() |
![]() |
![]() |
— |
![]() |
![]() |
![]() |
![]() |
![]() |
— |
![]() |
||||||
Comprehensive income | ![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
$ | 116,024 |
![]() |
||||||||
Partnership distributions | ![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
(55,700 |
)
|
![]() |
![]() |
![]() |
![]() |
(2,069 |
)
|
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
(57,769 |
)
|
![]() |
![]() |
![]() |
![]() |
![]() |
||||||
Common Units issued under Restricted Unit Plan | ![]() |
![]() |
![]() |
![]() |
35 |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
||||||||
Common Units distributed into trust | ![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
27 |
![]() |
![]() |
![]() |
![]() |
![]() |
(27 |
)
|
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
— |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
||||||
Elimination of unearned compensation upon adoption of SFAS 123R | ![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
(4,355 |
)
|
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
4,355 |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
— |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
||||||
Compensation cost recognized under Restricted Unit Plan, net of forfeitures | ![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
1,648 |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
1,648 |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
|||||||
Balance at June 24, 2006 | ![]() |
![]() |
![]() |
![]() |
30,314 |
![]() |
![]() |
![]() |
![]() |
$ | 209,052 |
![]() |
![]() |
![]() |
![]() |
$ | (337 |
)
|
![]() |
![]() |
![]() |
$ | (5,860 |
)
|
![]() |
![]() |
![]() |
$ | 5,860 |
![]() |
![]() |
![]() |
![]() |
$ | — |
![]() |
![]() |
![]() |
![]() |
$ | (72,696 |
)
|
![]() |
![]() |
![]() |
$ | 136,019 |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
|
![]() |
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands,
except per unit amounts)
(unaudited)
![]() |
![]() |
1. | Partnership Organization and Formation |
Suburban Propane Partners, L.P. (the ‘‘Partnership’’) is a publicly traded Delaware limited partnership principally engaged, through its operating partnership and subsidiaries, in the retail marketing and distribution of propane, fuel oil and other refined fuels, as well as the marketing of natural gas and electricity in deregulated markets. In addition, to complement its core marketing and distribution businesses, the Partnership services a wide variety of home comfort equipment, particularly for heating, ventilation and air conditioning (‘‘HVAC’’). The publicly traded limited partner interests in the Partnership are evidenced by common units listed on the New York Stock Exchange (‘‘Common Units’’) with 30,314,262 Common Units outstanding at June 24, 2006. The holders of Common Units are entitled to participate in distributions and exercise the rights and privileges available to limited partners under the Second Amended and Restated Agreement of Limited Partnership (the ‘‘Partnership Agreement’’), such as the election of three of the five members of the Board of Supervisors, and voting on the removal of the general partner.
Suburban Propane, L.P. (the ‘‘Operating Partnership’’), a Delaware limited partnership, is the Partnership’s operating subsidiary formed to operate the propane business and assets. In addition, Suburban Sales & Service, Inc. (the ‘‘Service Company’’), a subsidiary of the Operating Partnership, was formed to operate the service work and appliance and parts businesses of the Partnership. The Operating Partnership, together with its direct and indirect subsidiaries, accounts for substantially all of the Partnership’s assets, revenues and earnings. The Partnership, the Operating Partnership and the Service Company commenced operations in March 1996 in connection with the Partnership’s initial public offering.
The general partner of both the Partnership and the Operating Partnership is Suburban Energy Services Group LLC (the ‘‘General Partner’’), a Delaware limited liability company. The General Partner is majority-owned by senior management of the Partnership and owns 224,625 general partner units (an approximate 0.74% ownership interest) in the Partnership and a 1.0101% interest in the Operating Partnership. The General Partner also holds all outstanding Incentive Distribution Rights (‘‘IDRs’’) of the Partnership (see Note 8). The General Partner appoints two of the five members of the Board of Supervisors. On July 28, 2006, the Partnership announced that it had entered into an agreement with its General Partner to exchange 2,300,000 newly issued Common Units for the General Partner’s IDRs and the economic interests in the Partnership and the Operating Partnership included in the general partner interests therein (the ‘‘Proposed Exchange’’) (see Note 16).
On January 5, 2001, Suburban Holdings, Inc., a subsidiary of the Operating Partnership, was formed to hold the stock of Gas Connection, Inc. (d/b/a HomeTown Hearth & Grill), Suburban @ Home, Inc. (‘‘Suburban @ Home’’) and Suburban Franchising, Inc. (‘‘Suburban Franchising’’). HomeTown Hearth & Grill sells and installs natural gas and propane gas grills, fireplaces and related accessories and supplies. Suburban @ Home sells, installs, services and repairs a full range of HVAC equipment and related parts. Suburban Franchising creates and develops propane related franchising business opportunities.
On December 23, 2003, the Partnership acquired substantially all of the assets and operations of Agway Energy Products, LLC, Agway Energy Services, Inc. and Agway Energy Services PA, Inc. (collectively ‘‘Agway Energy’’) pursuant to an asset purchase agreement dated November 10, 2003 (the ‘‘Agway Acquisition’’). Suburban Heating Oil Partners, LLC, a subsidiary of HomeTown Hearth & Grill, was formed to acquire and operate the fuel oil and other refined fuels and HVAC assets and businesses of Agway Energy. In addition, Agway Energy Services, LLC, also a subsidiary of HomeTown Hearth & Grill, was formed to acquire and operate the natural gas and electricity marketing business of Agway Energy.
6
Suburban Energy Finance Corporation, a direct wholly-owned subsidiary of the Partnership, was formed on November 26, 2003 to serve as co-issuer, jointly and severally with the Partnership, of the Partnership’s 6.875% senior notes due in 2013 (see Note 7).
![]() |
![]() |
2. | Basis of Presentation |
Principles of Consolidation. The consolidated financial statements include the accounts of the Partnership, the Operating Partnership and all of its direct and indirect subsidiaries. All significant intercompany transactions and accounts have been eliminated. The Partnership consolidates the results of operations, financial condition and cash flows of the Operating Partnership as a result of the Partnership’s 98.9899% limited partner interest in the Operating Partnership and its ability to influence control over the major operating and financial decisions through the powers of the Board of Supervisors provided for in the Partnership Agreement.
The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (‘‘SEC’’). They include all adjustments that the Partnership considers necessary for a fair statement of the results for the interim periods presented. Such adjustments consist only of normal recurring items, unless otherwise disclosed. These financial statements should be read in conjunction with the Partnership’s Annual Report on Form 10-K for the fiscal year ended September 24, 2005, including management’s discussion and analysis of financial condition and results of operations contained therein. Due to the seasonal nature of the Partnership’s operations, the results of operations for interim periods are not necessarily indicative of the results to be expected for a full year.
Fiscal Period. The Partnership’s fiscal periods typically end on the last Saturday of the quarter.
Derivative Instruments and Hedging Activities. The Partnership enters into a combination of exchange-traded futures and option contracts, forward contracts and, in certain instances, over-the-counter options (collectively, ‘‘derivative instruments’’) to manage the price risk associated with future purchases of the commodities used in its operations, principally propane and fuel oil, as well as to ensure supply during periods of high demand. All derivative instruments are reported on the balance sheet, within other current assets or other current liabilities, at their fair values pursuant to Statement of Financial Accounting Standards (‘‘SFAS’’) No. 133, ‘‘Accounting for Derivative Instruments and Hedging Activities,’’ as amended by SFAS Nos. 137, 138 and 149 (‘‘SFAS 133’’). On the date that futures, forward and option contracts are entered into, the Partnership makes a determination as to whether the derivative instrument qualifies for designation as a hedge. Changes in the fair value of derivative instruments are recorded each period in current period earnings or other comprehensive income (loss) (‘‘OCI’’), depending on whether a derivative instrument is designated as a hedge and, if so, the type of hedge. For derivative instruments designated as cash flow hedges, the Partnership formally assesses, both at the hedge contract’s inception and on an ongoing basis, whether the hedge contract is highly effective in offsetting changes in cash flows of hedged items. Changes in the fair value of derivative instruments designated as cash flow hedges are reported in OCI to the extent effective and reclassified into cost of products sold during the same period in which the hedged item affects earnings. The mark-to-market gains or losses on ineffective portions of cash flow hedges used to hedge future purchases are recognized in 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 cost of products sold.
A portion of the Partnership’s option contracts are not classified as hedges and, as such, changes in the fair value of these derivative instruments are recognized within cost of products sold as they occur. The value of certain option contracts that do qualify as hedges and are designated as cash flow hedges under SFAS 133 have two components of value: time value and intrinsic value. The intrinsic value is the value by which the option is in the money (i.e., the amount by which the value of the commodity exceeds the exercise or ‘‘strike’’ price of the option). The remaining amount of option value is attributable to time value. The Partnership does not include the time value of option contracts in its assessment of hedge effectiveness and, therefore, records changes in the time value component of the options currently in earnings.
7
Market risks associated with the trading of futures, options and forward contracts are monitored daily for compliance with the Partnership’s Hedging and Risk Management Policy which includes volume limits for open positions. Open inventory positions are also reviewed and managed daily as to exposures to changing market prices.
At June 24, 2006, the fair value of derivative instruments described above resulted in derivative assets of $340 included within prepaid expenses and other current assets and derivative liabilities of $1,323 included within other current liabilities. Beginning with the fiscal 2006 third quarter, the Partnership reports all unrealized (non-cash) gains or losses attributable to the mark-to-market on derivative instruments within cost of products sold. Unrealized gains or losses for all prior year periods presented have been reclassified from operating expenses to cost of products sold for comparative purposes. Cost of products sold included unrealized (non-cash) gains of $1,024 and $7,509 for the three and nine months ended June 24, 2006, respectively, and of $2,261 and $1,945 for the three and nine months ended June 25, 2005, respectively, attributable to the change in fair value of derivative instruments not designated as cash flow hedges. At June 24, 2006, unrealized losses on derivative instruments designated as cash flow hedges in the amount of $1,056 were included in OCI and are expected to be recognized in earnings during the next 12 months as the hedged transactions occur. However, due to the volatility of the commodities market, the corresponding value in OCI is subject to change prior to its impact on earnings.
A portion of the Partnership’s long-term borrowings bear interest at a variable rate based upon either LIBOR or Wachovia National Bank's prime rate, plus an applicable margin depending on the level of the Partnership’s total leverage. Therefore, the Partnership is subject to interest rate risk on the variable component of the interest rate. The Partnership manages part of its variable interest rate risk by entering into interest rate swap agreements. On March 31, 2005, the Partnership entered into a $125,000 interest rate swap contract in conjunction with the new Term Loan facility under the Revolving Credit Agreement (see Note 7). The interest rate swap is being accounted for under SFAS 133 and the Partnership has designated the interest rate swap as a cash flow hedge. Changes in the fair value of the interest rate swap are recognized in OCI until the hedged item is recognized in earnings. At June 24, 2006, the fair value of the interest rate swap amounted to $4,016 and is included within other assets.
Asset Impairments. The Partnership reviews the recoverability of long-lived assets when circumstances occur that indicate that the carrying value of an asset group may not be recoverable. Such circumstances include a significant adverse change in the manner in which an asset group is being used, current operating losses combined with a history of operating losses experienced by the asset group or a current expectation that an asset group will be sold or otherwise disposed of before the end of its previously estimated useful life. Evaluation of possible impairment is based on the Partnership’s ability to recover the value of the asset group from the future undiscounted cash flows expected to result from the use and eventual disposition of the asset group. If the expected undiscounted cash flows are less than the carrying amount of such asset, an impairment loss is recorded as the amount by which the carrying amount of an asset group exceeds its fair value. The fair value of an asset group will be measured using the best information available, including prices for similar assets or the result of using a discounted cash flow valuation technique.
Depreciation expense for the nine months ended June 24, 2006 included a non-cash charge of $1,134 related to impairment of assets to be disposed of as a result of the Partnership’s field realignment efforts (see Note 3), as well as the write-down of certain assets in the All Other business segment related to HomeTown Hearth & Grill.
Use of Estimates. The preparation of financial statements in conformity with generally accepted accounting principles (‘‘GAAP’’) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates have been made by management in the areas of depreciation and amortization of long-lived assets, insurance and litigation reserves, environmental reserves, pension and other postretirement benefit liabilities and costs, valuation of derivative instruments, asset
8
valuation assessments, tax valuation allowances, as well as the allowance for doubtful accounts. Actual results could differ from those estimates, making it reasonably possible that a change in these estimates could occur in the near term.
Reclassifications. Certain prior period amounts have been reclassified to conform with the current period presentation.
![]() |
![]() |
3. | Restructuring Costs |
During the fourth quarter of fiscal 2005 the Partnership approved and initiated a plan of reorganization to realign the field operations in an effort to streamline the operating footprint and leverage the system infrastructure to achieve additional operational efficiencies and reduce costs. As a result of this field realignment, the Partnership recorded a restructuring charge of $2,150 during the fourth quarter of fiscal 2005 associated with severance and other employee benefits for approximately 85 positions eliminated under the plan. During the third quarter of fiscal 2006, in furtherance of the Partnership’s efforts to streamline its field operations and to focus on its core operating segments, the Partnership initiated plans to restructure the HVAC service offerings. In this regard, during the third quarter the Partnership eliminated nearly 200 positions, primarily service technicians and sales personnel, supporting its HVAC installation activities. The focus of the Partnership’s ongoing service offerings will be in support of its existing customer base within the propane, refined fuels and natural gas and electricity segments. As a result of this restructuring, as well as the additional steps taken during the first six months of fiscal 2006 in relation to the field realignment, the Partnership has eliminated an additional 265 positions during fiscal 2006 bringing the total to nearly 350 over the past twelve months. During the three and nine months ended June 24, 2006, the Partnership recorded additional severance charges of $2,693 and $3,917, respectively, associated with these activities. In addition, during the three and nine months ended June 24, 2006, the Partnership recorded a restructuring charge of $237 and $510, respectively, related to exit costs, primarily lease terminations costs, associated with a plan to exit certain activities of the HomeTown Hearth & Grill business included within the All Other business segment.
For the nine months ended June 25, 2005, the Partnership recorded restructuring charges of $625 in the consolidated statements of operations related primarily to employee termination costs incurred as a result of actions taken during fiscal 2005.
During fiscal 2004, in connection with the initial integration of certain management and back office functions of Agway Energy, the Partnership’s management approved and initiated plans to restructure the operations of both the Partnership and Agway Energy. Severance and other restructuring or relocation costs associated with assets, employees and operations of Agway Energy in the amount of $2,225 were recorded as liabilities assumed in the purchase business combination and resulted in an increase to goodwill. As of June 24, 2006, the majority of the activities associated with this restructuring plan were completed.
The components of the remaining restructuring charges are as follows:
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
Charges expensed: | ![]() |
![]() |
Reserve at September 24, 2005 |
![]() |
![]() |
Charges Through June 24, 2006 |
![]() |
![]() |
Utilization Through June 24, 2006 |
![]() |
![]() |
Reserve
at June 24, 2006 |
||||||||||||
Severance and other employee costs | ![]() |
![]() |
![]() |
$ | 1,671 |
![]() |
![]() |
![]() |
![]() |
$ | 3,917 |
![]() |
![]() |
![]() |
![]() |
$ | (3,944 |
)
|
![]() |
![]() |
![]() |
$ | 1,644 |
![]() |
Other exit costs | ![]() |
![]() |
![]() |
![]() |
150 |
![]() |
![]() |
![]() |
![]() |
![]() |
510 |
![]() |
![]() |
![]() |
![]() |
![]() |
(57 |
)
|
![]() |
![]() |
![]() |
![]() |
603 |
![]() |
Total | ![]() |
![]() |
![]() |
$ | 1,821 |
![]() |
![]() |
![]() |
![]() |
$ | 4,427 |
![]() |
![]() |
![]() |
![]() |
$ | (4,001 |
)
|
![]() |
![]() |
![]() |
$ | 2,247 |
![]() |
![]() |
The remaining reserve of $2,247 as of June 24, 2006 is expected to be paid out or utilized over the next twelve months.
![]() |
![]() |
4. | Inventories |
Inventories are stated at the lower of cost or market. Cost is determined using a weighted average method for propane, fuel oil and other refined fuels and natural gas, and a standard cost basis for
9
appliances, which approximates average cost. Inventories consist of the following:
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
June
24, 2006 |
![]() |
![]() |
September 24, 2005 |
|||||||
Propane and refined fuels | ![]() |
![]() |
![]() |
$ | 61,967 |
![]() |
![]() |
![]() |
![]() |
$ | 66,383 |
![]() |
Natural gas | ![]() |
![]() |
![]() |
![]() |
670 |
![]() |
![]() |
![]() |
![]() |
![]() |
3,267 |
![]() |
Appliances and related parts | ![]() |
![]() |
![]() |
![]() |
9,339 |
![]() |
![]() |
![]() |
![]() |
![]() |
10,915 |
![]() |
![]() |
![]() |
![]() |
$ | 71,976 |
![]() |
![]() |
![]() |
![]() |
$ | 80,565 |
![]() |
|
![]() |
Cost of products sold for the three and nine months ended June 24, 2006 included a charge of $750 to reduce the carrying value of inventory that will no longer be actively marketed as a result of the Partnership’s field realignment efforts (see Note 3), particularly the steps taken in the HVAC segment during the third quarter of fiscal 2006.
![]() |
![]() |
5. | Goodwill and Other Intangible Assets |
Goodwill represents the excess of the purchase price over the fair value of net assets acquired. In accordance with SFAS No. 142, ‘‘Goodwill and Other Intangible Assets’’ (‘‘SFAS 142’’), goodwill is not amortized to expense. Rather, goodwill is subject to an impairment review at a reporting unit level, on an annual basis in August of each year, or when an event occurs or circumstances change that would indicate potential impairment. The Partnership assesses the carrying value of goodwill at a reporting unit level based on an estimate of the fair value of the respective reporting unit. Fair value of the reporting unit is estimated using discounted cash flow analyses taking into consideration estimated cash flows in a ten-year projection period and a terminal value calculation at the end of the projection period.
Other intangible assets consist of the following:
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
June
24, 2006 |
![]() |
![]() |
September 24, 2005 |
|||||||
Customer lists | ![]() |
![]() |
![]() |
$ | 19,866 |
![]() |
![]() |
![]() |
![]() |
$ | 19,866 |
![]() |
Trade names | ![]() |
![]() |
![]() |
![]() |
1,499 |
![]() |
![]() |
![]() |
![]() |
![]() |
2,531 |
![]() |
Non-compete agreements | ![]() |
![]() |
![]() |
![]() |
2,406 |
![]() |
![]() |
![]() |
![]() |
![]() |
4,956 |
![]() |
Other | ![]() |
![]() |
![]() |
![]() |
1,967 |
![]() |
![]() |
![]() |
![]() |
![]() |
1,967 |
![]() |
![]() |
![]() |
![]() |
![]() |
25,738 |
![]() |
![]() |
![]() |
![]() |
![]() |
29,320 |
![]() |
|
Less: accumulated amortization | ![]() |
![]() |
![]() |
![]() |
7,116 |
![]() |
![]() |
![]() |
![]() |
![]() |
8,635 |
![]() |
![]() |
![]() |
![]() |
$ | 18,622 |
![]() |
![]() |
![]() |
![]() |
$ | 20,685 |
![]() |
|
![]() |
Aggregate amortization expense related to other intangible assets for the three and nine months ended June 24, 2006 was $549 and $2,063, respectively, and $1,031 and $3,082 for the three and nine months ended June 25, 2005, respectively.
Aggregate amortization expense related to other intangible assets for the remainder of fiscal 2006 and for each of the five succeeding fiscal years as of June 24, 2006 is as follows: 2006 – $524; 2007 – $2,036; 2008 – $1,999; 2009 – $1,995; 2010 – $1,965 and 2011 – $1,960.
![]() |
![]() |
6. | Income (Loss) Per Unit |
Computations of earnings per Common Unit are performed in accordance with Emerging Issues Task Force (‘‘EITF’’) consensus 03-6 ‘‘Participating Securities and the Two-Class Method Under FAS 128’’ (‘‘EITF 03-6’’), when applicable. EITF 03-6 requires, among other things, the use of the two-class method of computing earnings per unit when participating securities exist. The requirements of EITF 03-6 do not apply to the computation of earnings per Common Unit in periods in which a net loss is reported and therefore did not have any impact on loss per Common Unit for the three months ended June 24, 2006 and June 25, 2005. In addition, the application of EITF 03-6 did not have any impact on income per Common Unit for the nine months ended June 25, 2005.
10
Basic income per limited partner unit for the nine months ended June 24, 2006 is computed by dividing the limited partners’ share of income, calculated under the two-class method of computing earnings, by the weighted average number of outstanding Common Units. Diluted income per limited partner unit for the nine months ended June 24, 2006 is computed by dividing the limited partners’ share of income, calculated under the two-class method of computing earnings, by the weighted average number of outstanding Common Units and time vested Restricted Units granted under the 2000 Restricted Unit Plan (see Note 9). The two-class method is an earnings allocation formula that computes earnings per unit for each class of Common Unit and participating security according to distributions declared and the participating rights in undistributed earnings, as if all of the earnings were distributed to the limited partners and the general partner (inclusive of the IDRs of the General Partner which are considered participating securities for purposes of the two-class method). Net income is allocated to the Common Unitholders and the General Partner in accordance with their respective Partnership ownership interests, after giving effect to any priority income allocations for incentive distributions allocated to the General Partner. Application of the two-class method under EITF 03-6 resulted in a negative impact on income per Common Unit of $0.20 for the nine months ended June 24, 2006 compared to the computation under SFAS 128. If the Proposed Exchange is consummated, EITF 03-6 will no longer be applicable to the Partnership since there will only be one class of securities in the form of Common Units representing limited partner interests.
Basic net income (loss) per Common Unit for the three months ended June 24, 2006 and June 25, 2005 and for the nine months ended June 25, 2005 is computed by dividing net income (loss), after deducting the general partner's approximate 3.7% interest, by the weighted average number of outstanding Common Units. Diluted net income (loss) per Common Unit for the three months ended June 24, 2006 and June 25, 2005 and for the nine months ended June 25, 2005 is computed by dividing net income (loss), after deducting the general partner's approximate 3.7% interest, by the weighted average number of outstanding Common Units and time vested Restricted Units granted under our 2000 Restricted Unit Plan (see Note 9).
In computing diluted income per unit, weighted average units outstanding used to compute basic income per unit were increased by 122,679 and 137,069 units for the nine months ended June 24, 2006 and June 25, 2005, respectively, to reflect the potential dilutive effect of the unvested Restricted Units outstanding using the treasury stock method. Diluted loss per unit for the three months ended June 24, 2006 and June 25, 2005 does not include 146,682 and 137,461 Restricted Units, respectively, as their effect would be anti-dilutive.
![]() |
![]() |
7. | Short-Term and Long-Term Borrowings |
Short-term and long-term borrowings consist of the following:
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
June
24, 2006 |
![]() |
![]() |
September 24, 2005 |
|||||||
Senior
Notes, 6.875%, due December 15, 2013, net
of unamortized discount of $1,755 and $1,930, respectively |
![]() |
![]() |
![]() |
$ | 423,245 |
![]() |
![]() |
![]() |
![]() |
$ | 423,070 |
![]() |
Term Loan, 6.29% to 7.16%, due March 31, 2010 | ![]() |
![]() |
![]() |
![]() |
125,000 |
![]() |
![]() |
![]() |
![]() |
![]() |
125,000 |
![]() |
Note payable, 8%, redeemed May 15, 2006 | ![]() |
![]() |
![]() |
![]() |
— |
![]() |
![]() |
![]() |
![]() |
![]() |
475 |
![]() |
Short-term borrowings under the Revolving Credit Agreement | ![]() |
![]() |
![]() |
![]() |
— |
![]() |
![]() |
![]() |
![]() |
![]() |
26,750 |
![]() |
![]() |
![]() |
![]() |
![]() |
548,245 |
![]() |
![]() |
![]() |
![]() |
![]() |
575,295 |
![]() |
|
Less: current portion | ![]() |
![]() |
![]() |
![]() |
— |
![]() |
![]() |
![]() |
![]() |
![]() |
27,225 |
![]() |
![]() |
![]() |
![]() |
$ | 548,245 |
![]() |
![]() |
![]() |
![]() |
$ | 548,070 |
![]() |
|
![]() |
On December 23, 2003, the Partnership and its subsidiary Suburban Energy Finance Corporation issued $175,000 aggregate principal amount of Senior Notes (the ‘‘2003 Senior Notes’’) with an annual interest rate of 6.875%. On March 31, 2005, the Partnership and Suburban Energy Finance Corporation issued $250,000 additional senior notes under the indenture governing the 2003 Senior Notes in order to refinance $340,000 of previously outstanding senior notes which required annual principal amortization of $42,500 through 2012 (the ‘‘Refinancing’’). The Partnership’s obligations
11
under the 2003 Senior Notes are unsecured and rank senior in right of payment to any future subordinated indebtedness and equally in right of payment with any future senior indebtedness. The 2003 Senior Notes are structurally subordinated to, which means they rank effectively behind, any debt and other liabilities of the Operating Partnership. The 2003 Senior Notes mature on December 15, 2013, and require semi-annual interest payments that began on June 15, 2004. The Partnership is permitted to redeem some or all of the 2003 Senior Notes any time on or after December 15, 2008, at redemption prices specified in the indenture governing the 2003 Senior Notes. In addition, in the event of a change of control of the Partnership, as defined in the indenture governing the 2003 Senior Notes, the Partnership must offer to repurchase the notes at 101% of the principal amount repurchased, if the holders of the notes exercise the right of repurchase.
On October 20, 2004, the Operating Partnership executed the Third Amended and Restated Credit Agreement (the ‘‘Revolving Credit Agreement’’), replacing the Second Amended and Restated Credit Agreement which would have expired in May 2006. On March 31, 2005 in conjunction with the Refinancing, the Operating Partnership executed the first amendment to the Revolving Credit Agreement to provide, among other things, for a five-year $125,000 term loan facility due March 31, 2010 (the ‘‘Term Loan’’). The Revolving Credit Agreement, as amended, was scheduled to expire on October 20, 2008 and in addition to the Term Loan provided available credit of $150,000 in the form of a $75,000 revolving working capital facility and a separate $75,000 letter of credit facility. On August 26, 2005, the Operating Partnership executed the second amendment to the Revolving Credit Agreement which, among other things, extended the maturity date of the working capital facility to March 31, 2010 to coincide with the maturity of the Term Loan, eliminated the stand-alone $75,000 letter of credit facility and combined that facility with the existing working capital facility and increased the available revolving borrowing capacity by an additional $25,000, thereby raising the amount of the working capital facility to $175,000. On February 23, 2006, the Operating Partnership executed the third amendment to the Revolving Credit Agreement which authorized the Operating Partnership to incur additional indebtedness of up to $10,000 in connection with capital leases and up to $20,000 in short-term borrowings during the period from December 1 to April 1 in each fiscal year. The third amendment provides the Operating Partnership with greater financial flexibility for general working capital purposes during periods of peak demand, if necessary.
Borrowings under the Revolving Credit Agreement, including the Term Loan, bear interest at a rate based upon either LIBOR or Wachovia National Bank's prime rate, plus, in each case, the applicable margin. An annual facility fee ranging from 0.375% to 0.50%, based upon certain financial tests, is payable quarterly whether or not borrowings occur. As of June 24, 2006, there were no borrowings outstanding under the working capital facility of the Revolving Credit Agreement. As of September 24, 2005, there was $26,750 outstanding under the working capital facility of the Revolving Credit Agreement that was used to fund working capital requirements.
In connection with the Term Loan, the Operating Partnership also entered into an interest rate swap contract with a notional amount of $125,000 with the issuing lender. Effective March 31, 2005 through March 31, 2010, the Operating Partnership will pay a fixed interest rate of 4.66% to the issuing lender on the notional principal amount of $125,000, effectively fixing the LIBOR portion of the interest rate at 4.66%. In return, the issuing lender will pay to the Operating Partnership a floating rate, namely LIBOR, on the same notional principal amount. The applicable margin above LIBOR, as defined in the Revolving Credit Agreement, is not included in, and will be paid in addition to this fixed interest rate of 4.66%. The fair value of the interest rate swap amounted to $4,016 and ($1,293) at June 24, 2006 and September 24, 2005, respectively, included in other assets and other liabilities, respectively, with a corresponding amount included within OCI.
The Revolving Credit Agreement and the 2003 Senior Notes both contain various restrictive and affirmative covenants applicable to the Operating Partnership and the Partnership, respectively, including (i) restrictions on the incurrence of additional indebtedness, and (ii) restrictions on certain liens, investments, guarantees, loans, advances, payments, mergers, consolidations, distributions, sales of assets and other transactions. Under the Revolving Credit Agreement, the Operating Partnership is required to maintain a leverage ratio of less than 4.0 to 1. In addition, the Operating Partnership is required to maintain an interest coverage ratio of greater than 2.5 to 1 on a consolidated basis. The
12
Partnership and the Operating Partnership were in compliance with all covenants and terms of the 2003 Senior Notes and the Revolving Credit Agreement as of June 24, 2006.
Debt origination costs representing the costs incurred in connection with the placement of, and the subsequent amendment to, the 2003 Senior Notes and Revolving Credit Agreement were capitalized within other assets and are being amortized on a straight-line basis over the term of the respective debt agreements. Other assets at June 24, 2006 and September 24, 2005 include debt origination costs with a net carrying amount of $7,889 and $8,848, respectively. Aggregate amortization expense related to deferred debt origination costs included within interest expense for the three and nine months ended June 24, 2006 was $332 and $992, respectively, and $347 and $1,171 for the three and nine months ended June 25, 2005, respectively.
![]() |
![]() |
8. | Distributions of Available Cash |
The Partnership makes distributions to its partners approximately 45 days after the end of each fiscal quarter of the Partnership in an aggregate amount equal to its available cash (‘‘Available Cash’’) for such quarter. Available Cash, as defined in the Partnership Agreement, generally means all cash on hand at the end of the respective fiscal quarter less the amount of cash reserves established by the Board of Supervisors in its reasonable discretion for future cash requirements. These reserves are retained for the proper conduct of the Partnership’s business, the payment of debt principal and interest and for distributions during the next four quarters. Distributions by the Partnership in an amount equal to 100% of its Available Cash will generally be made 98.26% to the Common Unitholders and 1.74% to the General Partner, subject to the payment of incentive distributions to the General Partner to the extent the quarterly distributions exceed a target distribution of $0.55 per Common Unit.
As defined in the Partnership Agreement, the General Partner holds IDRs which represent an incentive for the General Partner to increase distributions to Common Unitholders in excess of the target quarterly distribution of $0.55 per Common Unit. With regard to the first $0.55 per Common Unit of quarterly distributions paid in any given quarter, 98.26% of the Available Cash is distributed to the Common Unitholders and 1.74% is distributed to the General Partner. With regard to the balance of quarterly distributions in excess of the $0.55 per Common Unit target distribution, approximately 85% of the Available Cash is distributed to the Common Unitholders and approximately 15% is distributed to the General Partner. The quarterly cash distribution paid on May 9, 2006 also included a $258 payment made to the General Partner reflecting a true up of previous underpayments resulting from an error in the computation of quarterly cash distributions to the General Partner.
If the Proposed Exchange is completed, all IDRs will be cancelled and the General Partner will not be entitled to receive any cash distributions in respect of its general partner interests; accordingly, all cash distributions will be paid in respect of the Common Units (see Note 16).
On July 20, 2006, the Partnership announced a quarterly distribution of $0.6375 per Common Unit, or $2.55 on an annualized basis, in respect of the third quarter of fiscal 2006 payable on August 8, 2006 to holders of record on August 1, 2006. This quarterly distribution included the increase of $0.025 per Common Unit, or $0.10 per Common Unit on an annualized basis, previously announced on May 4, 2006. Additionally, on July 28, 2006, the Partnership announced a further increase in its quarterly distribution from $0.6375 to $0.6625 per Common Unit. This increase equates to $0.10 per Common Unit on an annualized basis to $2.65 per Common Unit. The quarterly distribution at this increased level will be payable in respect of the fourth quarter of fiscal 2006 on November 14, 2006 to Common Unitholders of record on November 7, 2006.
![]() |
![]() |
9. | Share-Based Compensation Arrangements |
In December 2004, the Financial Accounting Standards Board (‘‘FASB’’) issued a revised SFAS No. 123, ‘‘Share Based Payments’’ (‘‘SFAS 123R’’) which was adopted by the Partnership effective for the first quarter of fiscal 2006 ended December 24, 2005. SFAS 123R is a revision of SFAS No. 123
13
‘‘Accounting for Stock-Based Compensation’’ and supersedes APB Opinion No. 25 ‘‘Accounting for Stock Issued to Employees’’. SFAS 123R requires the recognition of compensation cost over the respective service period for employee services received in exchange for an award of equity or equity-based compensation based on the grant date fair value of the award. The Partnership has historically recognized unearned compensation associated with awards under its 2000 Restricted Unit Plan ratably to expense over the vesting period based on the fair value of the award on the grant date. SFAS 123R also requires the measurement of liability awards under a share-based payment arrangement based on remeasurement of the award’s fair value at the conclusion of each quarterly reporting period until the date of settlement, taking into consideration the probability that the performance conditions will be satisfied. The Partnership has historically recognized compensation cost and the associated unearned compensation liability for equity-based awards under its Long-Term Incentive Plan consistent with the requirements of SFAS 123R. Accordingly, adoption of SFAS 123R did not have an impact on the Partnership’s consolidated financial position, results of operations or cash flows. Under the transition guidance provided in SFAS 123R, however, all unearned compensation as of the beginning of fiscal 2006 has been eliminated from the consolidated statement of partners’ capital with a corresponding reduction in partners’ capital — Common Unitholders resulting in no net impact to the Partnership’s financial position.
2000 Restricted Unit Plan. In November 2000, the Partnership adopted the Suburban Propane Partners, L.P. 2000 Restricted Unit Plan (the ‘‘2000 Restricted Unit Plan’’) which authorizes the issuance of Common Units with an aggregate value of $10,000 (487,805 Common Units valued at the initial public offering price of $20.50 per unit) to executives, managers and other employees and members of the Board of Supervisors of the Partnership. Restricted Units issued under the 2000 Restricted Unit Plan vest over time with 25% of the Common Units vesting at the end of each of the third and fourth anniversaries of the grant date and the remaining 50% of the Common Units vesting at the end of the fifth anniversary of the grant date. The 2000 Restricted Unit Plan participants are not eligible to receive quarterly distributions or vote their respective Restricted Units until vested. Restrictions also limit the sale or transfer of the units during the restricted periods. The value of the Restricted Unit is established by the market price of the Common Unit on the date of grant. Restricted Units are subject to forfeiture in certain circumstances as defined in the 2000 Restricted Unit Plan. Compensation expense for the unvested awards is recognized ratably over the vesting periods and is net of estimated forfeitures.
During fiscal 2006, the Partnership awarded 120,365 Restricted Units under the 2000 Restricted Unit Plan at an aggregate grant date fair value of $3,191. Following is a summary of activity in the 2000 Restricted Unit Plan during fiscal 2006:
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
Units | ![]() |
![]() |
Weighted
Average Grant Date Fair Value Per Unit |
|||||||
Outstanding September 24, 2005 | ![]() |
![]() |
![]() |
![]() |
273,778 |
![]() |
![]() |
![]() |
![]() |
$ | 29.17 |
![]() |
Awarded | ![]() |
![]() |
![]() |
![]() |
120,365 |
![]() |
![]() |
![]() |
![]() |
![]() |
26.51 |
![]() |
Forfeited | ![]() |
![]() |
![]() |
![]() |
(17,029 |
)
|
![]() |
![]() |
![]() |
![]() |
30.19 |
![]() |
Issued | ![]() |
![]() |
![]() |
![]() |
(35,203 |
)
|
![]() |
![]() |
![]() |
![]() |
(24.85 |
)
|
Outstanding June 24, 2006 | ![]() |
![]() |
![]() |
![]() |
341,911 |
![]() |
![]() |
![]() |
![]() |
$ | 28.84 |
![]() |
![]() |
As of June 24, 2006, there was $5,384 of total unrecognized compensation cost related to unvested Common Units awarded under the 2000 Restricted Unit Plan. Compensation cost associated with the unvested awards is expected to be recognized over a weighted-average period of 2.7 years. Compensation expense for the 2000 Restricted Unit Plan for the three and nine months ended June 24, 2006 was $472 and $1,648, respectively, and $516 and $1,433 for the three and nine months ended June 25, 2005, respectively.
Long-Term Incentive Plan. The Partnership has a non-qualified, unfunded long-term incentive plan for officers and key employees (‘‘LTIP-2’’) which provides for payment, in the form of cash, for an award of equity-based compensation at the end of a three-year performance period. The level of compensation earned under LTIP-2 is based on the market performance of the Partnership’s Common
14
Units on the basis of total return to Unitholders (‘‘TRU’’) compared to the TRU of a predetermined peer group primarily composed of other Master Limited Partnerships, approved by the Compensation Committee of the Board of Supervisors, over the same three-year performance period. As a result of the quarterly remeasurement of the liability for awards under LTIP-2, compensation expense for the three and nine months ended June 24, 2006 was $1,423 and $837, respectively. Compensation expense for the three and nine months ended June 25, 2005 was $239 and $857, respectively.
![]() |
![]() |
10. | Commitments and Contingencies |
The Partnership is self-insured for general and product, workers’ compensation and automobile liabilities up to predetermined thresholds above which third party insurance applies. As of June 24, 2006 and September 24, 2005, the Partnership had accrued insurance liabilities of $47,918 and $46,457, respectively, representing the total estimated losses under these self-insurance programs. For the portion of the estimated self-insurance liability that exceeds insurance deductibles, the Partnership records an asset within other assets related to the amount of the liability expected to be covered by insurance which amounted to $8,700 and $10,046 as of June 24, 2006 and September 24, 2005, respectively. The Partnership is also involved in various legal actions that have arisen in the normal course of business, including those relating to commercial transactions and product liability. Management believes, based on the advice of legal counsel, that the ultimate resolution of these matters will not have a material adverse effect on the Partnership’s financial position or future results of operations, after considering its self-insurance liability for known and unasserted self-insurance claims.
The Partnership is subject to various laws and governmental regulations concerning environmental matters and expects that it will be required to expend funds to participate in remediation of these matters. With the Agway Acquisition, the Partnership acquired certain surplus properties with either known or probable environmental exposure, some of which are currently in varying stages of investigation, remediation or monitoring. Additionally, the Partnership identified that certain active sites acquired contained environmental conditions which may require further investigation, future remediation or ongoing monitoring activities. The environmental exposures include instances of soil and/or groundwater contamination associated with the handling and storage of fuel oil, gasoline and diesel fuel. Under the agreement for the Agway Acquisition, the seller was required to deposit $15,000 from the total purchase price into an escrow account to reimburse the Partnership for any such future environmental costs and expenses. The escrowed funds were to be used to fund such environmental costs and expenses during the first three years following the closing date of the Agway Acquisition. Subject to amounts withheld with respect to any pending claims made prior to such third anniversary, any remaining escrowed funds would be remitted to the sellers at the end of the three-year period.
Since the Agway Acquisition and through February 2006, $10,128 of the escrowed funds were utilized to fund environmental remediation expenditures. On March 17, 2006, the Partnership finalized an agreement with the seller for the release of the remaining escrowed funds to the Partnership and, as such, received $4,884 which will be used by the Partnership to fund its estimated future remediation and monitoring costs. Based on management’s estimate of required future remediation and monitoring activities, the remaining funds are expected to be sufficient to cover future requirements after considering expected reimbursement from state environmental agencies.
As of June 24, 2006 and September 24, 2005, the Partnership had accrued environmental liabilities of $5,524 and $5,768, respectively, representing the total estimated future liability for remediation and monitoring. For the portion of the estimated environmental liability that is recoverable under state environmental reimbursement funds, the Partnership records an asset within other assets related to the amount of the liability expected to be reimbursed by state agencies, which amounted to $1,613 as of June 24, 2006.
The reserve estimates are based on the Partnership’s best estimate of future costs for environmental investigations, remediation and ongoing monitoring activities for properties with either known or probable environmental exposures. Estimating the extent of the Partnership’s responsibility for a
15
particular site and the method and ultimate cost of remediation of that site requires a number of assumptions and estimates on the part of management. As a result, the ultimate outcome of remediation of the sites may differ from current estimates. As additional information becomes available, estimates will be adjusted as necessary. Based on information currently available, and taking into consideration the level of the environmental reserve, management believes that any liability that may ultimately result from changes in current estimates will not have a material impact on the results of operations, financial position or cash flows of the Partnership.
![]() |
![]() |
11. | Guarantees |
The Partnership has residual value guarantees associated with certain of its operating leases, related primarily to transportation equipment, with remaining lease periods scheduled to expire periodically through fiscal 2013. Upon completion of the lease period, the Partnership guarantees that the fair value of the equipment will equal or exceed the guaranteed amount, or the Partnership will pay the lessor the difference. Although the equipments’ fair value at the end of their lease terms has historically exceeded the guaranteed amounts, the maximum potential amount of aggregate future payments the Partnership could be required to make under these leasing arrangements, assuming the equipment is deemed worthless at the end of the lease term, is approximately $19,467. Of this amount, the fair value of residual value guarantees for operating leases entered into after December 31, 2002 was $8,320 and $6,292 as of June 24, 2006 and September 24, 2005, respectively, which is reflected in other liabilities, with a corresponding amount included within other assets, in the accompanying condensed consolidated balance sheets.
![]() |
![]() |
12. | Pension Plans and Other Postretirement Benefits |
The following table provides the components of net periodic benefit costs for the three and nine months ended June 24, 2006 and June 25, 2005:
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
Pension Benefits | ![]() |
![]() |
Postretirement Benefits | |||||||||||||||||||
![]() |
![]() |
Three Months Ended | ![]() |
![]() |
Three Months Ended | |||||||||||||||||||
![]() |
![]() |
June 24, 2006 |
![]() |
![]() |
June
25, 2005 |
![]() |
![]() |
June 24, 2006 |
![]() |
![]() |
June
25, 2005 |
|||||||||||||
Service cost | ![]() |
![]() |
![]() |
$ | — |
![]() |
![]() |
![]() |
![]() |
$ | — |
![]() |
![]() |
![]() |
![]() |
$ | 4 |
![]() |
![]() |
![]() |
![]() |
$ | 4 |
![]() |
Interest cost | ![]() |
![]() |
![]() |
![]() |
2,287 |
![]() |
![]() |
![]() |
![]() |
![]() |
2,277 |
![]() |
![]() |
![]() |
![]() |
![]() |
422 |
![]() |
![]() |
![]() |
![]() |
![]() |
446 |
![]() |
Expected return on plan assets | ![]() |
![]() |
![]() |
![]() |
(2,565 |
)
|
![]() |
![]() |
![]() |
![]() |
(2,334 |
)
|
![]() |
![]() |
![]() |
![]() |
— |
![]() |
![]() |
![]() |
![]() |
![]() |
— |
![]() |
Amortization of prior service costs | ![]() |
![]() |
![]() |
![]() |
— |
![]() |
![]() |
![]() |
![]() |
![]() |
— |
![]() |
![]() |
![]() |
![]() |
![]() |
(180 |
)
|
![]() |
![]() |
![]() |
![]() |
(180 |
)
|
Recognized net actuarial loss | ![]() |
![]() |
![]() |
![]() |
1,617 |
![]() |
![]() |
![]() |
![]() |
![]() |
1,660 |
![]() |
![]() |
![]() |
![]() |
![]() |
— |
![]() |
![]() |
![]() |
![]() |
![]() |
— |
![]() |
Net periodic benefit cost | ![]() |
![]() |
![]() |
$ | 1,339 |
![]() |
![]() |
![]() |
![]() |
$ | 1,603 |
![]() |
![]() |
![]() |
![]() |
$ | 246 |
![]() |
![]() |
![]() |
![]() |
$ | 270 |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
Pension Benefits | ![]() |
![]() |
Postretirement Benefits | |||||||||||||||||||
![]() |
![]() |
Nine Months Ended | ![]() |
![]() |
Nine Months Ended | |||||||||||||||||||
![]() |
![]() |
June
24, 2006 |
![]() |
![]() |
June
25, 2005 |
![]() |
![]() |
June
24, 2006 |
![]() |
![]() |
June
25, 2005 |
|||||||||||||
Service cost | ![]() |
![]() |
![]() |
$ | — |
![]() |
![]() |
![]() |
![]() |
$ | — |
![]() |
![]() |
![]() |
![]() |
$ | 12 |
![]() |
![]() |
![]() |
![]() |
$ | 12 |
![]() |
Interest cost | ![]() |
![]() |
![]() |
![]() |
6,861 |
![]() |
![]() |
![]() |
![]() |
![]() |
6,831 |
![]() |
![]() |
![]() |
![]() |
![]() |
1,266 |
![]() |
![]() |
![]() |
![]() |
![]() |
1,338 |
![]() |
Expected return on plan assets | ![]() |
![]() |
![]() |
![]() |
(7,695 |
)
|
![]() |
![]() |
![]() |
![]() |
(7,002 |
)
|
![]() |
![]() |
![]() |
![]() |
— |
![]() |
![]() |
![]() |
![]() |
![]() |
— |
![]() |
Amortization of prior service costs | ![]() |
![]() |
![]() |
![]() |
— |
![]() |
![]() |
![]() |
![]() |
![]() |
— |
![]() |
![]() |
![]() |
![]() |
![]() |
(540 |
)
|
![]() |
![]() |
![]() |
![]() |
(540 |
)
|
Recognized net actuarial loss | ![]() |
![]() |
![]() |
![]() |
4,851 |
![]() |
![]() |
![]() |
![]() |
![]() |
4,980 |
![]() |
![]() |
![]() |
![]() |
![]() |
— |
![]() |
![]() |
![]() |
![]() |
![]() |
— |
![]() |
Net periodic benefit cost | ![]() |
![]() |
![]() |
$ | 4,017 |
![]() |
![]() |
![]() |
![]() |
$ | 4,809 |
![]() |
![]() |
![]() |
![]() |
$ | 738 |
![]() |
![]() |
![]() |
![]() |
$ | 810 |
![]() |
![]() |
There are no projected minimum employer contribution requirements under Internal Revenue Service Regulations for fiscal 2006 under our defined benefit pension plan. The projected annual contribution requirements related to the Partnership’s postretirement health care and life insurance benefit plan for fiscal 2006 is $3,000, of which $1,982 has been contributed during the nine months ended June 24, 2006.
16
![]() |
![]() |
13. | Discontinued Operations |
During the second quarter of fiscal 2005, the Partnership finalized certain purchase price adjustments with the buyer of ten customer service centers completed in fiscal 2004, as part of the Partnership’s strategy of divesting operations in slower growing or non-strategic markets. These adjustments resulted in an additional gain of $976 which was reported within discontinued operations for the nine months ended June 25, 2005.
![]() |
![]() |
14. | Segment Information |
The Partnership manages and evaluates its operations in five reportable segments: Propane, Fuel Oil and Refined Fuels, Natural Gas and Electricity, HVAC and All Other. The chief operating decision maker evaluates performance of the operating segments using a number of performance measures, including gross margins and operating profit. Costs excluded from these profit measures are captured in Corporate and include corporate overhead expenses not allocated to the operating segments. Unallocated corporate overhead expenses include all costs of back office support functions that are reported as general and administrative expenses in the consolidated statements of operations. In addition, certain costs associated with field operations support that are reported in operating expenses in the consolidated statements of operations, including purchasing, training and safety, are not allocated to the individual operating segments. Thus, operating profit for each operating segment includes only the costs that are directly attributable to the operations of the individual segment. The accounting policies of the operating segments are the same as those described in the summary of significant accounting policies Note in the Partnership’s Annual Report on Form 10-K for the fiscal year ended September 24, 2005.
The propane segment is primarily engaged in the retail distribution of propane to residential, commercial, industrial and agricultural customers and, to a lesser extent, wholesale distribution to large industrial end users. In the residential and commercial markets, propane is used primarily for space heating, water heating, cooking and clothes drying. Industrial customers use propane generally as a motor fuel burned in internal combustion engines that power over-the-road vehicles, forklifts and stationary engines, to fire furnaces and as a cutting gas. In the agricultural markets, propane is primarily used for tobacco curing, crop drying, poultry brooding and weed control.
The fuel oil and refined fuels segment is primarily engaged in the retail distribution of fuel oil, diesel, kerosene and gasoline to residential and commercial customers for use primarily as a source of heat in homes and buildings.
The natural gas and electricity segment is engaged in the marketing of natural gas and electricity to residential and commercial customers in the deregulated energy markets of New York and Pennsylvania. Under this operating segment, the Partnership owns the relationship with the end consumer and has agreements with the local distribution companies to deliver the natural gas or electricity from the Partnership’s suppliers to the customer.
The HVAC segment is engaged in the sale, installation and servicing of a wide variety of home comfort equipment and parts, particularly in the areas of heating, ventilation and air conditioning. In furtherance of the Partnership’s efforts to restructure its field operations and to focus on is core operating segments, the Partnership initiated plans to streamline the HVAC service offerings by significantly reducing installation activities and focusing on service offerings that support the Partnership’s existing customer base within its propane, refined fuels and natural gas and electricity segments.
The all other business segment includes activities from the HomeTown Hearth & Grill and Suburban Franchising subsidiaries.
17
The following table presents certain data by reportable segment and provides a reconciliation of total operating segment information to the corresponding consolidated amounts for the periods presented:
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
Three Months Ended | ![]() |
![]() |
Nine Months Ended | |||||||||||||||||||
![]() |
![]() |
June
24, 2006 |
![]() |
![]() |
June 25, 2005 |
![]() |
![]() |
June
24, 2006 |
![]() |
![]() |
June
25, 2005 |
|||||||||||||
Revenues: | ![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
||||||||||||||||||
Propane | ![]() |
![]() |
![]() |
$ | 198,505 |
![]() |
![]() |
![]() |
![]() |
$ | 194,662 |
![]() |
![]() |
![]() |
![]() |
$ | 895,407 |
![]() |
![]() |
![]() |
![]() |
$ | 814,275 |
![]() |
Fuel oil and refined fuels | ![]() |
![]() |
![]() |
![]() |
66,540 |
![]() |
![]() |
![]() |
![]() |
![]() |
86,485 |
![]() |
![]() |
![]() |
![]() |
![]() |
305,412 |
![]() |
![]() |
![]() |
![]() |
![]() |
352,708 |
![]() |
Natural gas and electricity | ![]() |
![]() |
![]() |
![]() |
19,662 |
![]() |
![]() |
![]() |
![]() |
![]() |
20,178 |
![]() |
![]() |
![]() |
![]() |
![]() |
103,716 |
![]() |
![]() |
![]() |
![]() |
![]() |
81,931 |
![]() |
HVAC | ![]() |
![]() |
![]() |
![]() |
16,540 |
![]() |
![]() |
![]() |
![]() |
![]() |
22,727 |
![]() |
![]() |
![]() |
![]() |
![]() |
70,183 |
![]() |
![]() |
![]() |
![]() |
![]() |
82,001 |
![]() |
All other | ![]() |
![]() |
![]() |
![]() |
2,751 |
![]() |
![]() |
![]() |
![]() |
![]() |
3,128 |
![]() |
![]() |
![]() |
![]() |
![]() |
7,686 |
![]() |
![]() |
![]() |
![]() |
![]() |
7,680 |
![]() |
Total revenues | ![]() |
![]() |
![]() |
$ | 303,998 |
![]() |
![]() |
![]() |
![]() |
$ | 327,180 |
![]() |
![]() |
![]() |
![]() |
$ | 1,382,404 |
![]() |
![]() |
![]() |
![]() |
$ | 1,338,595 |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
|||||
(Loss) income before interest expense, loss on debt extinguishment and income taxes: | ![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
||||
Propane | ![]() |
![]() |
![]() |
$ | 22,291 |
![]() |
![]() |
![]() |
![]() |
$ | 8,460 |
![]() |
![]() |
![]() |
![]() |
$ | 165,358 |
![]() |
![]() |
![]() |
![]() |
$ | 138,386 |
![]() |
Fuel oil and refined fuels | ![]() |
![]() |
![]() |
![]() |
195 |
![]() |
![]() |
![]() |
![]() |
![]() |
(3,222 |
)
|
![]() |
![]() |
![]() |
![]() |
36,116 |
![]() |
![]() |
![]() |
![]() |
![]() |
1,889 |
![]() |
Natural gas and electricity | ![]() |
![]() |
![]() |
![]() |
2,325 |
![]() |
![]() |
![]() |
![]() |
![]() |
857 |
![]() |
![]() |
![]() |
![]() |
![]() |
10,486 |
![]() |
![]() |
![]() |
![]() |
![]() |
5,772 |
![]() |
HVAC | ![]() |
![]() |
![]() |
![]() |
(6,617 |
)
|
![]() |
![]() |
![]() |
![]() |
(5,668 |
)
|
![]() |
![]() |
![]() |
![]() |
(9,402 |
)
|
![]() |
![]() |
![]() |
![]() |
(9,356 |
)
|
All other | ![]() |
![]() |
![]() |
![]() |
(866 |
)
|
![]() |
![]() |
![]() |
![]() |
(698 |
)
|
![]() |
![]() |
![]() |
![]() |
(3,558 |
)
|
![]() |
![]() |
![]() |
![]() |
(3,049 |
)
|
Corporate | ![]() |
![]() |
![]() |
![]() |
(17,994 |
)
|
![]() |
![]() |
![]() |
![]() |
(13,318 |
)
|
![]() |
![]() |
![]() |
![]() |
(55,683 |
)
|
![]() |
![]() |
![]() |
![]() |
(37,308 |
)
|
Total (loss) income before interest expense, loss on debt extinguishment and income taxes | ![]() |
![]() |
![]() |
![]() |
(666 |
)
|
![]() |
![]() |
![]() |
![]() |
(13,589 |
)
|
![]() |
![]() |
![]() |
![]() |
143,317 |
![]() |
![]() |
![]() |
![]() |
![]() |
96,334 |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
|||||
Reconciliation to (loss) income from continuing operations: | ![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
![]() |
||||
Loss on debt extinguishment | ![]() |
![]() |
![]() |
![]() |
— |
![]() |
![]() |
![]() |
![]() |
![]() |
36,242 |
![]() |
![]() |
![]() |
![]() |
![]() |
— |
![]() |
![]() |
![]() |
![]() |
![]() |
36,242 |
![]() |
Interest expense, net | ![]() |
![]() |
![]() |
![]() |
9,686 |
![]() |
![]() |
![]() |
![]() |
![]() |
9,943 |
![]() |
![]() |
![]() |
![]() |
![]() |
31,192 |
![]() |
![]() |
![]() |
![]() |
![]() |
30,286 |
![]() |