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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): JULY 25, 2003
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HERITAGE PROPANE PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 1-11727 73-1493906
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
8801 SOUTH YALE AVENUE, SUITE 310
TULSA, OKLAHOMA 74137
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (918) 492-7272
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ITEM 5. OTHER EVENTS.
Heritage Propane Partners, L.P.'s annual report on Form 10-K for the
fiscal year ended August 31, 2002 and quarterly report on Form 10-Q for the
quarter ended November 30, 2002 contained the non-GAAP financial measure of
EBITDA. The following tables reconcile EBITDA to net income, its most directly
comparable GAAP measure.
Our EBITDA includes the EBITDA of investees, but does not include the
EBITDA of the minority interest of M-P Energy Partnership or any non-cash
compensation expense. EBITDA should not be considered as an alternative to net
income, cash flow, or any other financial performance measure presented in
accordance with generally accepted accounting principles but provides additional
information for evaluating our operating results or our ability to make
quarterly distributions. Management believes that EBITDA is a meaningful
non-GAAP financial measure used by investors and lenders to evaluate our
operating performance, cash generation, and ability to service debt, as certain
of our debt covenants include EBITDA as a performance measure. The presentation
of EBITDA for the periods described herein is calculated in the same manner as
presented by us in the past, and is intended to allow investors to compare
performance with prior periods. We also believe that EBITDA is sometimes useful
to compare the operating results of other companies within the propane industry
due to the fact that such information is commonly utilized and eliminates the
effects of certain financing and accounting decisions. Our calculation of
EBITDA, however, may differ from similarly titled items reported by other
companies. EBITDA is computed and reconciled to net income (loss) as follows:
HERITAGE PROPANE PARTNERS, L.P. (FORMERLY PEOPLES GAS):
Eight Months Ended
(in millions) August 31, Years Ended December 31,
---------------------- -------------------------------
2000 1999 1999 1998 1997
---------- ---------- ---------- ---------- ---------
Net income (loss) $ (3.8) $ 1.6 $ 1.8 $ 2.1 $ 0.6
Depreciation and amortization 4.7 2.1 3.1 2.8 2.5
Interest 2.4 - - - -
Taxes 0.4 1.0 1.1 1.4 0.4
Non-cash compensation expense 0.5 - - - -
Other expense 0.4 - - 0.5 0.4
Depreciation, amortization, and interest and
taxes of investee 0.1 - - - -
Minority interest of MP Energy Partnership (0.1) - - - -
Less: Gain on disposal of assets (0.1) - - - -
---------- ---------- ---------- ---------- ---------
EBITDA $ 4.5 $ 4.7 $ 6.0 $ 6.8 $ 3.9
========== ========== ========== ========== =========
2
Three Months Ended
(in millions) Years Ended August 31, November 30,
---------------------- ----------------------
2002 2001 2002 2001
---------- ---------- ---------- ----------
Net income (loss) 4.9 $ 19.7 $ 1.1 $ (4.8)
Depreciation and amortization 37.0 40.4 9.3 9.1
Interest 37.3 35.6 9.3 9.2
Taxes - - - -
Non-cash compensation expense 1.9 1.1 0.7 0.5
Other expense 0.3 0.4 0.3 0.1
Depreciation, amortization, and interest
and taxes of investee 0.7 0.8 0.2 0.1
Minority interest of MP Energy Partnership 0.2 0.2 - (0.1)
Less: Gain on disposal of assets (0.8) (0.8) (0.1) (0.4)
---------- ---------- ---------- ----------
EBITDA $ 81.5 $ 97.4 $ 20.8 $ 13.7
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HERITAGE PROPANE PARTNERS, L.P. (PREDECESSOR HERITAGE):
Period Ended
(in millions) August 9, Years Ended August 31,
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2000 1999 1998 1997 1996
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Net loss $ 6.5 $ 9.7 $ 8.8 $ 5.2 $ (5.5)
Depreciation and amortization 17.1 14.7 13.7 11.1 9.3
Extra ordinary loss on debt extinguishment - - - - 4.4
Unrealized gain on investments 0.3 - - - -
Interest 17.7 15.9 14.6 12.1 12.8
Taxes - - - - 2.7
Non-cash compensation expense 0.4 0.3 0.2 0.1 -
Other expense 0.1 0.3 0.3 0.1 (0.2)
Depreciation, amortization, and interest and
taxes of investee 0.7 0.7 0.6 0.5 0.7
Minority interest of MP Energy Partnership 0.1 0.1 0.1 - 0.4
Less: Gain on disposal of assets (0.5) (0.7) (0.5) (0.4) (0.2)
---------- --------- ---------- --------- ---------
EBITDA $ 42.4 $ 41.0 $ 37.8 $ 28.7 $ 24.4
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3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HERITAGE PROPANE PARTNERS, L.P.
By: U.S. Propane, L.P., General Partner
By: U.S. Propane, L.L.C., General Partner
Date: July 25, 2003 By: /s/ MICHAEL L. GREENWOOD
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Michael L. Greenwood
Vice President and Chief Financial
Officer and officer duly authorized
to sign on behalf of the registrant