SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- 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): NOVEMBER 25, 2003 ---------- BLUE RHINO CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 0-24287 56-1870472 (State or other jurisdiction of (Commission File (I.R.S. Employer incorporation or organization) Number) 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 November 25, 2003. ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On November 25, 2003, Blue Rhino Corporation (the "Registrant") issued a press release announcing results for the fiscal quarter ended October 31, 2003 and providing guidance with respect to the Registrant's expectations of future financial performance. 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 financial measures is included under the heading "Supplemental Information" in the financial tables accompanying the press release as part of Exhibit 99.1. In connection with disclosing earnings and earnings per share on a GAAP basis for the fiscal first quarter ended October 31, 2003, the Registrant also discloses earnings and earnings per share for the fiscal first quarter ended October 31, 2002 on a non-GAAP basis, as adjusted to reflect an assumed income tax rate of 39%. On a GAAP basis, the Registrant had negligible income tax expense for the quarter ended October 31, 2002, compared to income tax expense calculated at an effective income tax rate of 39% for the quarter ended October 31, 2003. The majority of the Registrant's income tax expense recorded in the quarter ended October 31, 2003 will be deferred due to the Registrant's net operating loss carryforwards. Therefore, the Registrant believes that providing these non-GAAP financial measures for the fiscal quarter ending October 31, 2002 will be useful to investors by enabling investors to make more meaningful comparisons between the Registrant's 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. 2 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: November 25, 2003 By: /s/ Billy Prim ------------------------------------ Chairman and Chief Executive Officer 3 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ----------- ----------- 99.1 Press Release dated November 25, 2003 4