SPH 8-K
Suburban Propane Partners LP (SPH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
The following information, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
On August 3, 2023, the Partnership issued a press release (the “Press Release”) describing its Fiscal 2023 Third Quarter Financial Results. A copy of the Press Release has been furnished as Exhibit 99.1 to this Current Report.
Within the Press Release, we reference net income before deducting interest expense, income taxes, depreciation and amortization (“EBITDA”) which is considered a non-GAAP financial measure. Additionally, we discuss EBITDA excluding the unrealized net gain or loss from mark-to-market activity for derivative instruments and certain other items (“Adjusted EBITDA”). Our calculations of EBITDA and Adjusted EBITDA are presented in the Press Release furnished as Exhibit 99.1 to this Current Report.
We provide these non-GAAP financial measures because we believe that they provide the investment community with supplemental measures of operating performance. In addition, we believe that these non-GAAP financial measures provide useful information to investors and industry analysts to evaluate our operating results.
We also reference gross margins, computed as revenues less cost of products sold as those amounts are reported on the consolidated financial statements. Since cost of products sold does not include depreciation and amortization expense, the gross margin we reference is considered a non-GAAP financial measure. Given the nature of our business, the level of profitability in the retail propane, fuel oil, and natural gas and electricity businesses is largely dependent on the difference between retail sales price and product cost. Therefore, we discuss gross margins in order to provide investors and industry analysts with useful information to facilitate their understanding of the impact of the commodity prices on profitability.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
August 3, 2023 |
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SUBURBAN PROPANE PARTNERS, L.P. |
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By: |
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/s/ MICHAEL A. KUGLIN |
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Name: |
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Michael A. Kuglin |
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Title: |
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Chief Financial Officer & Chief Accounting Officer |
Exhibit 99.1
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News Release Contact: Michael A. Kuglin Chief Financial Officer & Chief Accounting Officer P.O. Box 206, Whippany, NJ 07981-0206 Phone: 973-503-9252 |
FOR IMMEDIATE RELEASE
Suburban Propane Partners, L.P.
Announces Third Quarter Results
Whippany, New Jersey, August 3, 2023 -- Suburban Propane Partners, L.P. (NYSE:SPH), today announced earnings for its third quarter ended June 24, 2023.
Consistent with the seasonal nature of its businesses, the Partnership typically experiences a net loss in the third quarter of its fiscal year. Net loss for the third quarter of fiscal 2023 was $5.3 million, or $0.08 per Common Unit, compared to a net loss of $2.5 million, or $0.04 per Common Unit, in the fiscal 2022 third quarter. Adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA, as defined and reconciled below) increased $3.8 million, or 13.2%, to $33.0 million for the third quarter of fiscal 2023, compared to $29.2 million in the prior year.
In announcing these results, President and Chief Executive Officer Michael A. Stivala said, “We are pleased to report strong operating results for our fiscal third quarter -- driven by success in our customer base growth and retention initiatives and solid customer demand. Following an exceptionally warm winter, we experienced cooler spring temperatures that contributed to a 4% increase in volumes sold compared to the prior year third quarter. Our operations personnel continued to do an outstanding job safely meeting the needs of our customers, while effectively managing selling prices and expenses to deliver an improvement of nearly $4 million in Adjusted EBITDA over the prior year.”
Mr. Stivala continued, “Within our developing renewable natural gas (“RNG”) platform, we continued to integrate certain support functions and onboard the operating personnel related to the RNG production facility that we acquired in December 2022 in Stanfield, Arizona, and, through our efforts to drive operational efficiencies, we are now exceeding our initial projections for daily RNG production and pipeline injection at the facility. We are also making great progress on the construction of the RNG production assets at Adirondack Farms in New York, and the capital improvements at the Columbus, Ohio facility, which include enhancements to asset performance and the installation of gas upgrading equipment for RNG production. During the quarter, we used excess cash flows to acquire a well-run propane business in a strategic market to support the growth of our core propane segment, to fund ongoing capital projects for the continued buildout of our RNG operations and make additional investments in Oberon Fuels, and to reduce debt by approximately $21 million.”
Retail propane gallons sold in the third quarter of fiscal 2023 of 78.5 million gallons increased 3.9% compared to the prior year, primarily due to the favorable impact of cooler spring temperatures in the West and certain portions of the Partnership's Northeast operations. Average temperatures (as measured by heating degree days) across all of the Partnership’s service territories during the third quarter of fiscal 2023 were 4% warmer than normal, and comparable to the prior year third quarter.
Average propane prices (basis Mont Belvieu, Texas) for the third quarter of fiscal 2023 decreased 45.9% compared to the prior year. Total gross margin for the third quarter of fiscal 2023 was $168.2 million, compared to $159.4 million in the prior year. Gross margin for the third quarter of fiscal 2023 included a $3.0 million unrealized loss attributable to the mark-to-market adjustment for derivative instruments used in risk management activities, compared to a $0.9 million unrealized loss in the prior year. These non-cash adjustments, which were reported in cost of products sold, were excluded from Adjusted EBITDA for both periods. Excluding the impact of the unrealized mark-to-market adjustments, total gross margin for the third quarter of fiscal 2023 increased $10.8 million, or 6.7%, compared to the prior year, primarily due to higher volumes sold.
Combined operating and general and administrative expenses of $137.8 million for the third quarter of fiscal 2023 increased $7.2 million, or 5.5%, compared to the prior year, primarily due to higher variable operating costs in support of the increase in propane
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volumes sold, the impact of inflation on payroll, vehicle lease and repair costs, as well as the operating costs associated with the RNG assets acquired in December 2022.
During the third quarter of fiscal 2023, the Partnership utilized cash flows from operating activities to acquire a retail propane business on the west coast, fund capital projects within its RNG platform and make additional investments in Oberon Fuels, all in support of the Partnership’s long-term strategic goals, and repaid $20.5 million in borrowings under the revolving credit facility. As a result of the increase in earnings, as well as the debt repayment during the third quarter of fiscal 2023, the Consolidated Leverage Ratio, as defined in the Partnership’s credit agreement, for the trailing twelve-month period ended June 24, 2023 improved to 4.36x from 4.43x for the trailing twelve-month period ended March 25, 2023.
As previously announced on July 20, 2023, the Partnership’s Board of Supervisors declared a quarterly distribution of $0.325 per Common Unit for the three months ended June 24, 2023. On an annualized basis, this distribution rate equates to $1.30 per Common Unit. The distribution is payable on August 8, 2023 to Common Unitholders of record as of August 1, 2023.
About Suburban Propane Partners, L.P.
Suburban Propane Partners, L.P. (“Suburban Propane”) is a publicly traded master limited partnership listed on the New York Stock Exchange. Headquartered in Whippany, New Jersey, Suburban Propane has been in the customer service business since 1928 and is a nationwide distributor of propane, renewable propane, renewable natural gas (“RNG”), fuel oil and related products and services, as well as a marketer of natural gas and electricity and producer of and investor in low carbon fuel alternatives, servicing the energy needs of approximately 1 million residential, commercial, governmental, industrial and agricultural customers through approximately 700 locations across 42 states. Suburban Propane is supported by three core pillars: (1) Suburban Commitment – showcasing Suburban Propane’s 95-year legacy, and ongoing commitment to the highest standards for dependability, flexibility, and reliability that underscores Suburban Propane’s commitment to excellence in customer service; (2) SuburbanCares– highlighting continued dedication to giving back to local communities across Suburban Propane’s national footprint; and (3) Go Green with Suburban Propane – promoting the clean burning and versatile nature of propane and renewable propane as a bridge to a green energy future and investing in the next generation of innovative, renewable energy alternatives. For additional information on Suburban Propane, please visit www.suburbanpropane.com.
Forward-Looking Statements
This press release contains certain forward-looking statements relating to future business expectations and financial condition and results of operations of the Partnership, based on management’s current good faith expectations and beliefs concerning future developments. 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, including the following:
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Some of these risks and uncertainties are discussed in more detail in the Partnership’s Annual Report on Form 10-K for its fiscal year ended September 24, 2022 and other periodic reports filed with the SEC. 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, except as otherwise required by law.
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Suburban Propane Partners, L.P. and Subsidiaries
Consolidated Statements of Operations
For the Three and Nine Months Ended June 24, 2023 and June 25, 2022
(in thousands, except per unit amounts)
(unaudited)
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Three Months Ended |
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Nine Months Ended |
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June 24, 2023 |
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June 25, 2022 |
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June 24, 2023 |
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June 25, 2022 |
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Revenues |
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Propane |
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$ |
241,485 |
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$ |
260,634 |
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$ |
1,040,978 |
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$ |
1,108,572 |
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Fuel oil and refined fuels |
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14,086 |
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19,274 |
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82,353 |
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83,741 |
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Natural gas and electricity |
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4,926 |
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7,547 |
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25,472 |
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31,165 |
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All other |
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18,131 |
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12,877 |
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53,796 |
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40,356 |
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278,628 |
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300,332 |
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1,202,599 |
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1,263,834 |
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Costs and expenses |
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Cost of products sold |
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110,446 |
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140,930 |
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524,707 |
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576,299 |
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Operating |
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116,637 |
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109,081 |
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359,798 |
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334,229 |
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General and administrative |
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21,142 |
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21,541 |
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69,854 |
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64,962 |
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Depreciation and amortization |
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15,537 |
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14,009 |
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45,380 |
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44,356 |
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263,762 |
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285,561 |
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999,739 |
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1,019,846 |
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Operating income |
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14,866 |
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14,771 |
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202,860 |
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243,988 |
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Interest expense, net |
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18,733 |
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15,004 |
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54,598 |
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45,557 |
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Other, net |
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1,150 |
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2,031 |
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3,231 |
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4,395 |
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(Loss) income before provision for income taxes |
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(5,017 |
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(2,264 |
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145,031 |
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194,036 |
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Provision for income taxes |
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244 |
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271 |
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421 |
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171 |
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Net (loss) income |
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$ |
(5,261 |
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$ |
(2,535 |
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$ |
144,610 |
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$ |
193,865 |
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Net (loss) income per Common Unit - basic |
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$ |
(0.08 |
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$ |
(0.04 |
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$ |
2.27 |
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$ |
3.07 |
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Weighted average number of Common Units |
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63,926 |
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63,284 |
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63,826 |
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63,200 |
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Net (loss) income per Common Unit - diluted |
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$ |
(0.08 |
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$ |
(0.04 |
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$ |
2.25 |
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$ |
3.04 |
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Weighted average number of Common Units |
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63,926 |
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63,284 |
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64,326 |
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63,833 |
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Supplemental Information: |
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EBITDA (a) |
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$ |
29,253 |
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$ |
26,749 |
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$ |
245,009 |
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$ |
283,949 |
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Adjusted EBITDA (a) |
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$ |
33,024 |
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$ |
29,181 |
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$ |
272,023 |
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$ |
288,227 |
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Retail gallons sold: |
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Propane |
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78,474 |
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75,510 |
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331,387 |
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339,954 |
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Refined fuels |
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3,354 |
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3,629 |
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16,659 |
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20,478 |
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Capital expenditures: |
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Maintenance |
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$ |
4,373 |
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$ |
5,701 |
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$ |
16,068 |
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$ |
15,459 |
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Growth |
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$ |
4,981 |
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$ |
5,284 |
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$ |
17,318 |
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$ |
17,845 |
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(a) EBITDA represents net income before deducting interest expense, income taxes, depreciation and amortization. Adjusted EBITDA represents EBITDA excluding the unrealized net gain or loss on mark-to-market activity for derivative instruments and other items, as applicable, as provided in the table below. Our management uses EBITDA and Adjusted EBITDA as supplemental measures of operating performance and we are including them because we believe that they provide our investors and industry analysts with additional information that we determined is useful to evaluate our operating results.
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EBITDA and Adjusted EBITDA are not recognized terms under accounting principles generally accepted in the United States of America (“US GAAP”) and should not be considered as an alternative to net income or net cash provided by operating activities determined in accordance with US GAAP. Because EBITDA and Adjusted EBITDA as determined by us excludes some, but not all, items that affect net income, they may not be comparable to EBITDA and Adjusted EBITDA or similarly titled measures used by other companies.
The following table sets forth our calculations of EBITDA and Adjusted EBITDA:
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Three Months Ended |
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Nine Months Ended |
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June 24, 2023 |
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June 25, 2022 |
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June 24, 2023 |
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June 25, 2022 |
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Net (loss) income |
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$ |
(5,261 |
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$ |
(2,535 |
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$ |
144,610 |
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$ |
193,865 |
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Add: |
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Provision for income taxes |
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244 |
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271 |
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421 |
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171 |
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Interest expense, net |
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18,733 |
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15,004 |
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54,598 |
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45,557 |
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Depreciation and amortization |
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15,537 |
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14,009 |
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45,380 |
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44,356 |
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EBITDA |
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29,253 |
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26,749 |
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245,009 |
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283,949 |
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Unrealized non-cash losses on changes in fair value of derivatives |
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2,960 |
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921 |
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21,167 |
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1,442 |
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Pension settlement charge |
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— |
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634 |
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— |
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634 |
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Equity in earnings of unconsolidated affiliates |
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457 |
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877 |
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1,152 |
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2,202 |
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Acquisition-related costs |
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354 |
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— |
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4,695 |
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— |
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Adjusted EBITDA |
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$ |
33,024 |
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$ |
29,181 |
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$ |
272,023 |
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$ |
288,227 |
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We also reference gross margins, computed as revenues less cost of products sold as those amounts are reported on the consolidated financial statements. Our management uses gross margin as a supplemental measure of operating performance and we are including it as we believe that it provides our investors and industry analysts with additional information that we determined is useful to evaluate our operating results. As cost of products sold does not include depreciation and amortization expense, the gross margin we reference is considered a non-GAAP financial measure.
The unaudited financial information included in this document is intended only as a summary provided for your convenience, and should be read in conjunction with the complete consolidated financial statements of the Partnership (including the Notes thereto, which set forth important information) contained in its Quarterly Report on Form 10-Q to be filed by the Partnership with the SEC. Such report, once filed, will be available on the public EDGAR electronic filing system maintained by the SEC.
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