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 March 31, 2003
Commission file number 333-87371
PETRO STOPPING CENTERS HOLDINGS, L.P.
(Exact name of the registrant as specified in its charter)
| Delaware |
74-2922482 | |
| (State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
| 6080 Surety Dr. |
79905 | |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (915) 779-4711
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Not applicable.
PART I. Financial Information
Item 1. Financial Statements
PETRO STOPPING CENTERS HOLDINGS, L.P.
UNAUDITED CONSOLIDATED BALANCE SHEETS
(in thousands)
| December 31, 2002 |
March 31, 2003 |
|||||||
| Assets |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ |
8,449 |
|
$ |
15,509 |
| ||
| Trade accounts receivable, net |
|
2,594 |
|
|
3,003 |
| ||
| Inventories, net |
|
27,328 |
|
|
26,493 |
| ||
| Other current assets |
|
1,332 |
|
|
1,462 |
| ||
| Due from affiliates |
|
2,046 |
|
|
2,564 |
| ||
| Total current assets |
|
41,749 |
|
|
49,031 |
| ||
| Property and equipment, net |
|
218,099 |
|
|
214,641 |
| ||
| Deferred debt issuance costs, net |
|
9,504 |
|
|
8,951 |
| ||
| Other assets |
|
12,674 |
|
|
12,671 |
| ||
| Goodwill |
|
31,881 |
|
|
31,881 |
| ||
| Total assets |
$ |
313,907 |
|
$ |
317,175 |
| ||
| Liabilities and Partners’ Deficit and Comprehensive Loss |
||||||||
| Current liabilities: |
||||||||
| Current portion of long-term debt |
$ |
15,660 |
|
$ |
18,664 |
| ||
| Trade accounts payable |
|
10,486 |
|
|
8,367 |
| ||
| Accrued expenses and other liabilities |
|
25,879 |
|
|
23,116 |
| ||
| Due to affiliates |
|
18,686 |
|
|
27,163 |
| ||
| Total current liabilities |
|
70,711 |
|
|
77,310 |
| ||
| Asset retirement obligation (note 2) |
|
— |
|
|
454 |
| ||
| Long-term debt, excluding current portion |
|
252,271 |
|
|
252,103 |
| ||
| Total liabilities |
|
322,982 |
|
|
329,867 |
| ||
| Commitments and contingencies |
||||||||
| Mandatorily redeemable preferred partnership interests |
|
40,343 |
|
|
41,295 |
| ||
| Contingently redeemable warrants |
|
4,200 |
|
|
4,200 |
| ||
| Partners’ deficit and comprehensive loss: |
||||||||
| General partner |
|
(1,438 |
) |
|
(1,490 |
) | ||
| Limited partners’ |
|
(51,222 |
) |
|
(55,825 |
) | ||
| Negative capital accounts of minority partners in consolidated subsidiaries |
|
(502 |
) |
|
(501 |
) | ||
| Accumulated other comprehensive loss |
|
(456 |
) |
|
(371 |
) | ||
| Total partners’ deficit and comprehensive loss |
|
(53,618 |
) |
|
(58,187 |
) | ||
| Total liabilities and partners’ deficit and comprehensive loss |
$ |
313,907 |
|
$ |
317,175 |
| ||
See accompanying notes to unaudited consolidated financial statements.
1
PETRO STOPPING CENTERS HOLDINGS, L.P.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands)
| Three Months Ended March 31, |
||||||||
| 2002 |
2003 |
|||||||
| Net revenues: |
||||||||
| Fuel (including motor fuel taxes) |
$ |
154,091 |
|
$ |
213,570 |
| ||
| Non-fuel |
|
55,598 |
|
|
57,171 |
| ||
| Total net revenues |
|
209,689 |
|
|
270,741 |
| ||
| Costs and expenses: |
||||||||
| Cost of sales |
||||||||
| Fuel (including motor fuel taxes) |
|
145,354 |
|
|
203,440 |
| ||
| Non-fuel |
|
22,356 |
|
|
22,248 |
| ||
| Operating expenses |
|
29,429 |
|
|
32,015 |
| ||
| General and administrative |
|
3,702 |
|
|
3,728 |
| ||
| Depreciation and amortization |
|
4,563 |
|
|
3,933 |
| ||
| Total costs and expenses |
|
205,404 |
|
|
265,364 |
| ||
| Operating income |
|
4,285 |
|
|
5,377 |
| ||
| Equity in income (loss) of affiliate |
|
26 |
|
|
(43 |
) | ||
| Interest income |
|
10 |
|
|
13 |
| ||
| Interest expense |
|
(8,419 |
) |
|
(8,633 |
) | ||
| Loss before cumulative effect of a change in accounting principle and minority interest |
|
(4,098 |
) |
|
(3,286 |
) | ||
| Cumulative effect of a change in accounting principle (note 2) |
|
— |
|
|
(397 |
) | ||
| Loss before minority interest |
|
(4,098 |
) |
|
(3,683 |
) | ||
| Minority interest in income (loss) of consolidated subsidiaries |
|
(4 |
) |
|
1 |
| ||
| Net loss |
|
(4,094 |
) |
|
(3,684 |
) | ||
| Accrual of preferred return in mandatorily redeemable preferred partnership interests |
|
(884 |
) |
|
(952 |
) | ||
| Net loss applicable to common partners |
$ |
(4,978 |
) |
$ |
(4,636 |
) | ||
See accompanying notes to unaudited consolidated financial statements.
2
PETRO STOPPING CENTERS HOLDINGS, L.P.
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS’ DEFICIT AND
COMPREHENSIVE LOSS
For the Three Months Ended March 31, 2003
(in thousands)
| General Partner Deficit |
Limited Partners’ Deficit |
Negative Capital Accounts of Minority Partners in Consolidated Subsidiaries |
Accumulated Other Comprehensive Loss |
Total Partners’ Deficit |
||||||||||||||||
| Balances, December 31, 2002 |
$ |
(1,438 |
) |
$ |
(51,222 |
) |
$ |
(502 |
) |
$ |
(456 |
) |
$ |
(53,618 |
) | |||||
| Net loss |
|
(41 |
) |
|
(3,644 |
) |
|
1 |
|
|
— |
|
|
(3,684 |
) | |||||
| Unrealized loss on cash flow hedging derivative: |
||||||||||||||||||||
| Unrealized holding loss arising during the period |
|
(30 |
) |
|
(30 |
) | ||||||||||||||
| Less: reclassification adjustment for loss realized in net loss |
|
115 |
|
|
115 |
| ||||||||||||||
| Net change in unrealized loss |
|
85 |
|
|
85 |
| ||||||||||||||
| Comprehensive loss |
|
(3,599 |
) | |||||||||||||||||
| Accrual of preferred return on mandatorily redeemable preferred partnership interests |
|
(11 |
) |
|
(941 |
) |
|
— |
|
|
— |
|
|
(952 |
) | |||||
| Partners’ minimum tax distributions |
|
— |
|
|
(18 |
) |
|
— |
|
|
— |
|
|
(18 |
) | |||||
| Balances, March 31, 2003 |
$ |
(1,490 |
) |
$ |
(55,825 |
) |
$ |
(501 |
) |
$ |
(371 |
) |
$ |
(58,187 |
) | |||||
See accompanying notes to unaudited consolidated financial statements.
3
PETRO STOPPING CENTERS HOLDINGS, L.P.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| Three Months Ended March 31, |
||||||||
| 2002 |
2003 |
|||||||
| Cash flows from operating activities: |
||||||||
| Net loss |
$ |
(4,094 |
) |
$ |
(3,684 |
) | ||
| Adjustments to reconcile net loss to net cash provided by operating activities: |
||||||||
| Minority interest in income (loss) of consolidated subsidiaries |
||||||||