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) SEPTEMBER 16, 2003
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BLUE RHINO CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-24287 56-1870472
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
104 CAMBRIDGE PLAZA DRIVE
WINSTON-SALEM, NORTH CAROLINA 27104
(Address of principal executive offices)
(336) 659-6900
(Registrant's telephone number, including area code)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit 99.1 -- Press Release dated September 16, 2003.
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On September 16, 2003, Blue Rhino Corporation (the "Registrant") issued a press
release announcing results for the fiscal fourth quarter and fiscal year ended
July 31, 2003 and providing guidance relating to the Registrant's expectations
of results for the fiscal year ending July 31, 2004. A copy of the press release
is furnished with this report as Exhibit 99.1, and is incorporated herein by
reference. The press release includes certain non-GAAP financial measures, as
discussed below. A reconciliation of such non-GAAP financial measures to the
comparable GAAP numbers is included under the heading "Supplemental Information"
in the financial tables accompanying the press release as part of Exhibit 99.1.
(1) In addition to providing disclosure of earnings and earnings per
share on a GAAP basis for the fiscal fourth quarter ended July 31,
2003, the Registrant also discloses earnings and earnings per share
for this period on a non-GAAP basis, not including (A) non-cash
refinancing charges of $1.7 million incurred as a result of the
prepayment of subordinated debt in the fiscal fourth quarter; and
(B) a $2.2 million non-cash income tax charge reflecting the
Registrant's transition to reporting income taxes on a fully
tax-effective basis in accordance with GAAP. Because these
refinancing and income tax charges are non-cash, non-recurring
items, the Registrant believes that providing these non-GAAP
financial measures will be useful to investors by enabling investors
to make more direct comparisons between the Registrant's results of
operations during this period and other fiscal periods.
(2) In addition to providing disclosure of earnings and earnings per
share on a GAAP basis for the fiscal year ended July 31, 2003, the
Registrant also discloses earnings and earnings per share for the
fiscal year on a non-GAAP basis, not including (A) non-cash
refinancing charges of $2.6 million incurred as a result of the
prepayment of subordinated debt in the fiscal third and fourth
quarters; (B) a $2.2 million non-cash income tax charge reflecting
the Registrant's transition to reporting income taxes on a fully
tax-effective basis in accordance with GAAP; and (C) the receipt of
$2.5 million of net litigation proceeds in the third fiscal quarter
of 2003. Because these refinancing and income tax charges are
non-cash, non-recurring items, and because the receipt of litigation
proceeds was a non-recurring event, the Registrant believes that
providing these non-GAAP financial measures will be useful to
investors by enabling investors to make more direct comparisons
between the Registrant's results of operations during fiscal 2003
and other fiscal years.
(3) The Registrant also provides earnings per share for fiscal 2003 and
each quarter during fiscal 2003 on a non-GAAP basis, excluding
non-cash refinancing charges and net litigation proceeds, and
adjusted to reflect an assumed tax rate of 39%. For GAAP purposes
the Registrant will report earnings during fiscal 2003 on a partial
tax basis, and expects to report earnings during fiscal 2004 on a
full tax basis. Therefore, the Registrant believes that providing
these non-GAAP financial measures will be useful to investors by
enabling investors to make more direct comparisons between the
Registrant's results of operations during fiscal 2003 and future
fiscal periods.
(4) The Registrant also provides earnings per share for fiscal 2002 and
the fourth quarter of fiscal 2002 on a non-GAAP basis, as adjusted
to reflect an assumed tax rate of 39%. For GAAP purposes the
Registrant will report earnings during fiscal 2003 on a partial tax
basis, and expects to report earnings during fiscal 2004 on a full
tax basis. Therefore, the Registrant believes that providing these
non-GAAP financial measures for fiscal 2002 will be useful to
investors by enabling investors to make more direct comparisons
between the Registrant's results of operations during fiscal 2002
and other fiscal periods.
The information in this report is being furnished, not filed, for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, and pursuant to
Item 12 of Form 8-K will not be incorporated by reference into any filing under
the Securities Act of 1933, as amended, unless specifically identified therein
as being incorporated therein by reference.
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SIGNATURE
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Blue Rhino Corporation
Date: September 16, 2003 By: /s/ Billy Prim
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Chairman and Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Press Release dated September 16, 2003
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