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United States Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year ended June 30, 2002
Commission file Number 1-6537
ALL STAR GAS CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
MISSOURI 43-1494323
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(State or other jurisdiction (IRS Employer Identification No.)
of Incorporation or Organization)
P.O. Box 303, 119 West Commercial Street, Lebanon, Missouri, 65536
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(Address of Principal Executive Offices and Zip Code)
(417) 532-3103
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(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
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11% Senior Secured Notes Due 2003
9% Subordinated Debentures Due 2007
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part II of this Form 10-K or any
amendment to this Form 10-K. (X)
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 _
The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of close of business on October 4, 2002 is: $0.
Shares of Common Stock, $0.001 par value, outstanding as of close of business on
October 4, 2002: 1,586,891.
Upon request, All Star Gas Corporation will furnish a copy of an exhibit listed
but not contained herein. A fee of $.05 per page, to cover the Company's costs
in furnishing exhibits requested will be charged. Please direct all requests to:
Corporate Secretary, 119 W. Commercial Street, Lebanon, Missouri 65536;
Telephone (417) 532-3103.
1
PART I
Items 1 and 2. Business and Properties
Introduction
All Star Gas Corporation ("All Star Gas" or the "Company") was founded
in 1963 and through its subsidiaries has been in operation for over 39 years.
The Company has operations located in Arizona, Arkansas, Colorado, Missouri, and
Wyoming. The Company is engaged primarily in:
(a) the retail marketing of propane to residential,
agricultural, and commercial customers,
(b) the retail marketing of propane-related appliances,
supplies, and equipment, and
(c) the providing of consumer propane storage tanks to
residential and commercial customers.
(d) the wholesale marketing of propane, administrative
services and equipment to dealers of the Company
Despite being plagued with five abnormally warm winters during the
eight winters since 1994, the Company has successfully increased the average
retail service center sales to approximately 840,000 gallons from 494,000.
During the fiscal year ended June 30, 2002, All Star Gas supplied propane to
approximately 50,000 residential and commercial customers being serviced by 59
service centers which accounted for 44 million gallons of propane. The Company's
sales to wholesale customers accounted for an additional 9.3 million gallons.
Propane, a hydrocarbon with properties similar to natural gas, is
separated from natural gas at gas processing plants and refined from crude oil
at refineries. It is stored and transported in a liquid state and vaporizes into
a clean-burning energy source that is recognized for its transportability and
ease of use relative to other forms of stand alone energy. Residential and
commercial uses include heating, cooking, water heating, refrigeration, clothes
drying, and incineration. Commercial uses also include metal cutting, drying,
container pressurization and charring, as well as use as a fuel for internal
combustion engines, such as over-the-road vehicles, forklifts, and stationary
engines. Agricultural uses include brooder heating, stock tank heating, crop
drying, tobacco curing, and weed control, as well as use as a motor fuel for
farm equipment and vehicles.
Propane is recognized as a clean alternative transportation fuel "ATF"
by the Federal and state governments and is the most widely used ATF in the
United States. The Federal government has enacted certain mandates for use of
ATF's by government and private fleets under the Clean Air Act of 1990 and
Energy Policy Act of 1992. Federal and state governments have also provided
various economic incentives for use of ATF's which will positively impact
propane demand.
The retail propane business is a "margin-based" business in which gross
profits depend on the excess of sales price over propane supply costs. Sales of
propane to residential and commercial customers, which account for the vast
majority of the Company's revenue, have provided a relatively stable source of
revenue for the Company. All Star's business mix for fiscal year ended June 30,
2002 was as follows:
Residential 60%
Commercial 17%
Agricultural 4%
Other 19%
Though 60% of revenues were derived from residential customers, due to higher
gross margins, they accounted for 74% of the aggregate gross margin. While
commercial propane sales are generally less profitable than residential retail
sales, the Company has traditionally relied on this customer base to provide a
steady, non-cyclical source of revenues. No single residential or commercial
accounts for more than 1.0% of revenue from sales.
2
In July 1999, the Company acquired Tres Hombres, Inc. The Company
issued 22,865 shares of stock previously held in treasury in exchange for all of
the outstanding common stock of Tres Hombres, Inc. Due to covenant requirements
established by its then existing working capital lender, the company sold Tres
Hombres, Inc. in December 2000.
In May 2000, the Company redeemed 60% of its $127.2 million Senior
Secured Notes due 2004 for a purchase price of $60,000,000 or $786 per $1,000
principal amount without any further accrual of interest. The Company
accumulated the funds necessary to consummate the partial tender offer, through
the sale of 51 of its retail service centers located throughout the United
States. The redemption resulted in the Company recording an extraordinary gain
of approximately $12.6 million, less income taxes of $4.6 million.
Under terms of the amendments consented to by the holders of the Senior
Secured Notes in the May 2000 partial tender offer, the maturity date of these
Notes was accelerated to July 31, 2000 and the Company was permitted to redeem
the remaining $50,880,000 principal amount of the Senior Secured Notes
outstanding at $786 per $1000 principal amount without any accrual of interest
by that maturity date. The Notes, however, were not redeemed and on February 16,
2002, the Company completed an exchange offer to restructure the Senior Secured
Notes. The Senior Secured Notes were exchanged for an aggregate principal amount
of $53,063,600 of its 11% Senior Secured Notes due 2003 (the "Senior Notes").
The new principal amount includes the amount of interest accrued from August 1,
2000 to November 30, 2000 on the Senior Secured Notes. The modification of terms
has resulted in an effective interest rate of 4.42% and interest expense through
2003 was reduced accordingly. The Company may, at its option, redeem the Senior
Notes at any time prior to maturity.
The Company has defaulted with respect to its Senior Notes and its
Subordinated Debentures. See "Management's Discussion and Analysis and Financial
Condition and Results of Operations" for further discussion.
Sources of Supply. During fiscal 2002, approximately 94% of the
Company's propane purchases of its propane supply were on a contractual basis
(generally, one year agreements subject to annual renewal). The Company's two
largest suppliers provide 36% and 19% of the total supply purchased by the
Company. Supply contracts do not, generally, lock in prices, but rather provide
for pricing in accordance with posted prices at the time of delivery or
established by current major storage points, such as Mont Belvieu, TX, and
Conway, KS. The Company has established relationships with a number of suppliers
and believes it would have ample sources of supply under comparable terms to
draw upon to meet its propane requirements if it were to discontinue purchasing
from its two major suppliers. As financial resources permit, the Company takes
advantage of the spot market or prepurchase arrangements provided by suppliers
as appropriate. The Company has not experienced a shortage that has prevented it
from satisfying its customer's needs and does not foresee any significant
shortage in the supply of propane.
Distribution. The Company purchases propane at refineries, gas
processing plants, underground storage facilities, and pipeline terminals and
transports the propane by railroad tank cars and tank trailer trucks to the
Company's retail service centers, each of which has bulk storage capacity
ranging from 16,000 to 165,000 gallons. The Company is a shipper on all major
interstate LPG pipeline systems. The retail service centers owned or leased by
the Company and its dealers have an aggregate storage capacity of approximately
4.3 million gallons of propane, and each service center has equipment for
transferring the gas into and from the bulk storage tanks. The Company operates
8 over-the-road tractors and 12 transport trailers to deliver propane and
consumer tanks to its retail service centers and also relies on common carriers
to deliver propane to its retail service centers.
Deliveries to customers are made by means of 142 propane delivery
trucks owned by the Company. Propane is stored by the customers on their
premises in stationary steel tanks generally ranging in capacity from 25 to
1,000 gallons, with large users having tanks with a capacity of up to 30,000
gallons. Most of the propane storage tanks used by the Company's residential and
commercial customers are owned by the Company and leased, rented, or loaned to
customers.
3
Operations. The Company has organized its operations in a manner that
the Company believes enables it to provide excellent service to its customers
and to achieve maximum operating efficiencies. Personnel located at the retail
service centers in the various regions are primarily responsible for customer
service and sales.
A number of functions are centralized at the Company's corporate
headquarters in order to achieve certain operating efficiencies as well as to
enable the personnel located in the retail service centers to focus on customer
service and sales. The corporate headquarters and the retail service centers are
linked via a computer system. Each of the Company's primary retail service
centers is equipped with a computer connected to the central management
information system in the Company's corporate headquarters. This computer
network system provides retail company personnel with accurate and timely
information on pricing, inventory, and customer accounts. In addition, this
system enables management to monitor pricing, sales, delivery, and the general
operations of its numerous retail service centers and to plan accordingly to
improve the operations of the Company. The Company makes centralized purchases
of propane through its corporate headquarters for resale to the retail service
centers enabling the Company to achieve certain advantages, including price
advantages, because of its status as a large volume buyer. The functions of cash
management, accounting, taxes, payroll, permits, licensing, asset control,
employee benefits, human resources, and strategic planning are also performed on
a centralized basis.
Factors Influencing Demand. Because a substantial amount of propane is
sold for heating purposes, the severity of winter weather and resulting
residential and commercial heating usage have an important impact on the
Company's earnings. Approximately two-thirds of the Company's retail propane
sales usually occur during the five months of November through March. Sales and
profits are subject to variation from month to month and from year to year,
depending on temperature fluctuations.
Competition. The Company encounters competition from a number of other
propane distributors in each geographic region in which it operates. The Company
competes with these distributors primarily on the basis of service, stability of
supply, availability of consumer storage equipment, and price. Propane competes
primarily with natural gas, electricity and fuel oil principally on the basis of
price, availability and portability.
The Company also competes with suppliers of electricity and fuel oil.
Generally speaking, the cost of propane compares favorably to electricity
allowing the Company to enjoy a competitive advantage due to the higher costs of
electricity. Fuel oil does not present a significant competitive threat in the
Company's primary service areas due to the following factors: (i) propane is a
residue-free, cleaner energy source, (ii) environmental concerns make fuel oil
relatively unattractive, and (iii) fuel oil appliances are not as efficient as
propane appliances.
Although propane is generally more expensive than natural gas on an
equivalent BTU basis comparison, propane serves as an alternative to natural gas
in rural areas where natural gas is not available. Propane is also utilized by
natural gas customers on a stand-by basis during peak demand periods. The costs
involved in building or connecting to a natural gas distribution system have
tempered natural gas growth in most of the Company's trade territory.
Risks of Business. The Company's propane operations are subject to all
the operating hazards and risks normally incident to handling, storing, and
transporting combustible liquids, such as the risk of personal injury and
property damages caused by accident or fire.
The Company's comprehensive general and excess liability policy
provides for losses of up to $75.0 million with a $250,000 self-insured
retention for general and excess liability losses with a $1 million aggregate
cap. The Company's combined auto and workers' compensation coverage is insured
through participation in a captive insurance program with other unrelated
parties.
4
Regulation
The Company's operations are subject to various federal, state, and
local laws governing the transportation, storage and distribution of propane,
occupational health and safety, security and other matters. All states in which
the Company operates have adopted fire safety codes that regulate the storage
and distribution of propane. In some states these laws are administered by state
agencies, and in others they are administered on a municipal level. Inasmuch as
such laws and regulations are constantly being changed, the Company is unable to
predict the ultimate cost to the Company of complying with laws and regulations
relating to environmental, safety and security issues.
All Star Gas currently meets and exceeds Federal regulations requiring
that all persons employed in the handling of propane gas be trained in proper
handling and operating procedures. Employees have participated, or will
participate within 90 days of their employment date, in hazardous materials
training. The Company has established ongoing training programs in all phases of
product knowledge and safety including participation in the National Propane Gas
Association's ("NPGA") Certified Employee Training Program and Gas Check
Program.
Employees
As of September 15, 2002 the Company had 298 employees, none of whom
were represented by unions. The Company has never experienced any significant
work stoppage or other significant labor problems and believes it has good
relations with its employees.
Item 3. Legal Proceedings.
The Company and its subsidiaries are defendants in various routine
litigation incident to its business, none of which is expected to have a
material adverse effect on the Company's financial position or results of
operations.
Item 4. Submission of Matters to a Vote of Security Holders.
The Company held its annual shareholder meeting on June 29, 2002. The
only matter presented for a vote was the re-election of Kristin L. Lindsey and
Bruce M. Withers, Jr. as directors. They were re-elected with 1,586,891 votes
cast in favor and no votes cast against, withheld or abstaining. The term of
office of the following directors continued after the meeting: Paul S. Lindsey,
Jr., Kristin L. Lindsey, Jim J. Shoemake, and Bruce M. Withers, Jr.
5
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
As of October 4, 2002, the Company's Common Stock was held of record by
8 shareholders. There is currently no active trading market in the Company's
Common Stock.
As of October 4, 2002, there are outstanding warrants to purchase
175,536 shares of the Company's Common Stock. Each warrant represents the right
to purchase one share of the Company's Common Stock of $.01 per warrant. The
warrants are exercisable currently and will expire July 15, 2004.
As of October 4, 2002, there are 447,200 outstanding stock options to
purchase Company stock. The options have a weighted-average remaining
contractual life of approximately seven years with 341,958 options currently
exercisable.
No dividends on the Common Stock of the Company were paid during the
Company's 2001 or 2002 fiscal years. The indenture relating to the 11% Senior
Secured Notes due 2003 contains dividend restrictions that prohibit the Company
from paying common stock cash dividends. As a result, the Company has no current
intention of paying cash dividends on the Common Stock.
6
Item 6. Selected Financial Data.
The following table presents selected consolidated operating and
balance sheet data of All Star Gas as of and for each of the years in the
five-year period ended June 30, 2002. The financial data of the Company as of
and for each of the years in the five-year period ended June 30, 2002 were
derived from the Company's audited consolidated financial statements. The
financial and other data set forth below should be read in conjunction with the
Company's consolidated financial statements, including the notes thereto,
included with this report.
Year Ended June 30,
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1998 1999 2000 2001 2002
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(In thousands except ratios and per share amounts)
Operating Data:
Operating Revenue $ 90,963 $ 83,563 $80,617 $57,052 $48,370
Gross Profit (1) 47,124 45,592 34,192 16,918 21,333
Operating Expenses 33,340 32,057 (11,394) 16,288 15,231
Depreciation & Amortization. 9,723 9,776 8,169 4,090 7,215
Operating Income (Loss) 4,061 3,759 37,417 (3,966) (1,071)
Interest Expense:
Cash Interest 11,577 11,965 18,062 5,489 2,010
Amortization of Debt Discount & Expenses 6,796 7,762 2,042 1,563 3,741
Total Interest Expense 18,373 19,727 20,104 7,052 5,751
Income (Loss) Before Extraordinary Items and
Cumulative Effect of Change in Accounting
Principle (11,092) (10,771) 9,421 (10,705) (4,056)
Other Operating Data:
Capital Expenditures 19,444 4,563 5,442 3,175 4,439
Proceeds From Sale of Retail Service Centers/
Other 2,821 3,131 91,646 2,929 3,628
EBITDA (3) 13,444 12,988 646 (298) 4,206
Basic & Diluted Income (Loss) Per Share
Before Extraordinary Items and Cumulative
Effect of Change in Accounting Principle $(6.99) $(6.79) $5.94 $(6.74) $(2.56)
Year Ended June 30,
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1998 1999 2000 2001 2002
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Balance sheet data:
Total assets $116,529 $106,975 $49,495 $45,965 $38,511
Long-term debt (including current maturities) 143,709 147,710 61,074 71,219 75,579
Stockholders' equity (deficit) (53,963) (63,309) (45,919) (55,684) (59,740)
7
(1) Represents operating revenue less the cost of products sold.
(2) All Star Gas did not declare or pay dividends on its common stock during
the five-year period ending June 30, 2002.
(3) EBITDA consists of earnings before depreciation, amortization, interest,
income taxes, and other non-recurring expenses excluding gains/losses on
sales of assets. EBITDA is presented here because it is a widely accepted
financial indicator of a highly leveraged company's ability to service
and/or incur indebtedness. However, EBITDA should not be construed as an
alternative either (i) to operating income (determined in accordance with
generally accepted accounting principles) or (ii) to cash flows from
operating activities (determined in accordance with generally accepted
accounting principles).
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion and analysis of the Company's results of
operations, financial condition and liquidity should be read in conjunction with
the historical consolidated financial statements of All Star Gas and the notes
thereto included in this Report.
Results of Operations
Fiscal Years Ended June 30, 2002 and June 30, 2001
Operating Revenues. Operating revenues decreased $8.7 million, or 15.2%
to $48.4 million in fiscal year 2002 as compared to $57.1 million in fiscal
2001. Propane sales decreased $9.0 million in fiscal 2002 compared to fiscal
2001. Propane sales prices decreased approximately $.16 per gallon or 14.7% over
fiscal 2001. The Company also experienced a 3% decrease in gallons sold from
fiscal 2001 due to the divestiture of retail service centers during fiscal 2002.
Comparing stores that were operated by the Company during both 2002 and 2001,
volumes decreased less than 1% and heating degree days experienced by the
Company decreased 11%. Other sales, including gas systems, appliances and other
fuels, increased $441,000, or 27% in fiscal year 2002 compared to fiscal year
2001.
During the fiscal years 2002 and 2001, the Company completed forward
purchase and sale contracts which resulted in buying and selling 3.2 million
gallons and 43.4 million gallons, respectively, of propane to other suppliers.
Cost of products sold. Cost of products sold decreased $13.1 million,
or 32.6%, to $27.0 million in fiscal year 2002 as compared to $40.1 million in
fiscal year 2001. This was due to divestitures of retail service centers during
fiscal year 2002 and costs per gallon which decreased $.26 or 32.6% over fiscal
year 2001.
Gross profit. The Company's gross profit for the year increased $4.4
million or 26.1% to $21.3 million in fiscal year 2002 as compared to $16.9
million in fiscal year 2001. Average propane margins increased $.10 per gallon
or 36.8% due to the Company's ability at appropriate times to hedge product
purchases for the fixed price, pre-buy and budget plan agreements with
customers.
General and administrative expense. General and administrative expenses
increased approximately $600,000 to $17.0 million in fiscal year 2002 as
compared to $16.4 million in fiscal year 2001. Salaries and commissions
increased $226,000 in 2002 due to increased expenses at the retail service
centers. Insurance and liability claims increased $715,000 in 2002 due to the
settling of several claims, reaching the stop-loss limit on one specific claim
and the resulting reduction in the liability for expected losses during fiscal
year 2001. No other significant changes occurred in any individual expense
category.
8
Provision for doubtful accounts. The provision for doubtful accounts
decreased $177,000 from $341,000 in fiscal year 2001 to $164,000 in fiscal year
2002 due to the decreased charge-offs as a percentage of accounts receivable
compared to fiscal 2001, and the reduction in sales volume. A decrease in the
provision was deemed necessary in order to bring the allowance for doubtful
accounts to a level considered adequate by the Company to provide for potential
losses.
Depreciation and amortization. Depreciation and amortization expense
increased $3.1 million from $4.1 million in fiscal year 2001 to $7.2 million in
fiscal year 2002. The increase is primarily due to the Company's provision for
impairment loss of $3.7 recorded on goodwill in 2002.
Forward and futures contracts. The Company had a gain of $42,000 for
the year ended June 30, 2002 as compared to a loss of $506,000 in 2001. The
Company significantly curtailed its utilization of such contracts in 2002. Gains
or losses are recognized as a result of the increase or decrease in fair value
of the Company's derivative instruments during the year. At July 1, 2000, the
initial adoption of SFAS Nos. 133 and 138 resulted in recognition of derivative
financial instruments as assets and liabilities in the amounts of $3.1 million
and $1.6 million, respectively, and a cumulative effect adjustment of $940,000,
net of applicable of income taxes.
Interest expense. Interest expense decreased $3.5 million to $2.0
million in fiscal year 2002 from $5.5 million in fiscal year 2001 primarily due
to interest on the Senior Notes being a direct principal reduction due to the
accounting treatment of the Senior Notes upon restructuring in February 2001.
Fiscal Years Ended June 30, 2001 and June 30, 2000
Operating Revenues. Operating revenues decreased $23.5 million, or
29.2% to $57.1 million in fiscal year 2001 as compared to $80.6 million in
fiscal 2002. Propane sales decreased $18.7 million in fiscal 2001 compared to
fiscal 2000. Propane sales prices increased approximately $.20 per gallon or
22.7% over fiscal 2000. However, the Company experienced a 34.8% decrease in
gallons sold from fiscal 2000 due to the divestiture of retail service centers
during fiscal 2000. Comparing stores that were operated by the Company during
both 2001 and 2000, volumes increased 17.9% due to the colder winter weather
experienced. Heating degree days experienced by the Company during fiscal year
2001 increased 25% from fiscal year 2000. Other sales, including gas systems,
appliances and other fuels, had no significant impact on the change in revenues.
During the fiscal years 2001 and 2000, the Company completed forward
purchase and sale contracts which resulted in buying and selling 43.4 million
gallons and 12.9 million gallons, respectively, of propane to other suppliers.
Cost of products sold. Cost of products sold decreased $6.3 million, or
13.6%, to $40.1 million in fiscal year 2001 as compared to $46.4 million in
fiscal year 2000. This was due to divestitures of retail service centers during
fiscal year 2000 offset by the costs per gallon that increased approximately
$.28 or 53.9% over fiscal year 2000.
Gross profit. The Company's gross profit for the year decreased $17.3
million or 50.6% to $16.9 million in fiscal year 2001 as compared to $34.2
million in fiscal year 2000. This is due to the decrease in gallons sold due to
divestitures of retail service centers during fiscal year 2000. Average propane
margins decreased approximately $.08 per gallon or 22.7% due to the Company's
financial inability at appropriate times to hedge product purchases for the
fixed price, pre-buy and budget plan agreements with customers and, due to an
anomaly in the propane market, to pass along higher product gas costs as rapidly
as they were incurred.
9
General and administrative expense. General and administrative expenses
decreased $16.7 million to $16.4 million in fiscal year 2001 as compared to
$33.1 million in fiscal year 2000. In general, expenses decreased as a result of
the divestiture of 66 retail service centers and Tres Hombres, Inc. during
fiscal year 2000. The fiscal year 2001 effect from the sales of the retail
service centers affected salaries and employee benefits which decreased $7.2
million, office expense and other taxes which decreased $1.7 million and rent
and maintenance costs on premises and equipment which decreased $1.2 million.
Insurance and liability claims decreased $2.9 million mainly due to the Company
settling several claims and reaching the stop-loss limit on one specific claim
during fiscal year 2001. No other significant changes occurred in any individual
expense category other than those associated with the divestiture of the retail
service centers and Tres Hombres, Inc.
Provision for doubtful accounts. The provision for doubtful accounts
decreased $123,000 from $464,000 in fiscal year 2000 to $341,000 in fiscal year
2001 due to the decreased charge-offs as a percentage of accounts receivable
compared to fiscal 2000. A decrease in the provision was deemed necessary in
order to bring the allowance for doubtful accounts to a level considered
adequate by the Company to provide for potential losses.
Depreciation and amortization. Depreciation and amortization expense
decreased $4.1 million from $8.2 million in fiscal year 2000 to $4.1 million in
fiscal year 2001. The decrease is mainly due to the divestiture of 66 retail
service centers during fiscal year 2000.
Forward and futures contracts. Loss on forward and futures contracts
for fiscal year 2001 was $506,000. The loss is the result of the decrease in
fair value of the Company's derivative instruments during fiscal year 2001. At
July 1, 2000, the initial adoption of SFAS Nos. 133 and 138 resulted in
recognition of derivative financial instruments as assets and liabilities in the
amounts of $3.1 million and $1.6 million, respectively, and a cumulative effect
adjustment of $940,000, net of applicable of income taxes.
Interest expense. Interest expense decreased $12.6 million to $5.5
million in fiscal year 2001 from $18.1 million in fiscal year 2000. The decrease
is primarily due to payment in full on the revolving credit facility in February
2000, the partial redemption of the Company's Senior Secured Notes in May 2000
and the elimination of various mortgages related to the divestiture of 66 retail
service centers during fiscal year 2000.
Liquidity and Capital Resources
The Company's liquidity requirements have arisen primarily from funding
its working capital needs, capital expenditures, and debt service requirements.
Historically, the Company has met these requirements from cash flows generated
by operations, borrowings under notes payable to banks and advances from its
principal shareholder.
Cash flow used in operating activities was $434,000 in fiscal year 2002
compared to cash flow used in operating activities of $1.0 million in fiscal
year 2001. This change was due to a number of factors. First, operating loss
decreased $2.9 million from fiscal year 2001 to fiscal year 2002 mainly due to
the $4.4 million increase in gross profit, an increase of gain on sale of assets
of $1.5 million offset by an increase in amortization expense of $5.7 million
due to a provision for impairment recorded to charge-off the Company's remaining
goodwill. Secondly, the Company has decreased its levels of inventory and
decreased accounts payable and certain accrued liabilities. Thirdly, the
Company's prepaid product program allows customers to prebuy product at an
established price, reducing their risk of winter price fluctuations brought
about by changes in demand and allowing the Company to improve its seasonal cash
flow and further enhance its hedging of product purchases and marketing programs
to its customers. The balance of customer prepayments related to the program,
decreased to $6.3 million as of June 30, 2002 compared to $10.2 million as of
June 30, 2001.
Cash flow used in investing activities was $804,000 in fiscal year 2002
compared to cash flow provided by investing activities of $804,000 in fiscal
year 2001. This change is primarily due to a $1.8 million increase in purchases
of property and equipment offset by an increase in proceeds from sales of retail
service centers and other assets during fiscal 2002.
10
Cash flow provided by financing activities was $1.2 million in fiscal
year 2002 compared to cash flow provided by financing activities of $291,000 in
fiscal year 2001. This change is mainly due to $1.0 million borrowed from a
related party under a financing arrangement related to the transfer of retail
service assets. See Note 3 to the Consolidated Financial Statements for further
discussion.
On October 30, 2001, due to the nonpayment of interest, the Company
defaulted with respect to the $53,063,600 principal balance of the 11% Senior
Secured Notes due 2003 (the "Senior Notes"). The Company also has not made the
interest payments due December 31, 2001, March 31, 2002 and June 30, 2002 on the
Senior Notes. Due to the nonpayment of interest, the Company is in default with
respect to the $9,729,000 principal balance of the 9% Subordinated Debentures
due 2007 (the "Subordinated Debentures"). The Company is prohibited under the
terms of the Subordinated Debentures from making any interest payments if such
payment shall create a default in the payment of amounts due on any Senior
indebtedness.
As a result of the defaults, the holders of the Senior Notes and the
Subordinated Debentures have the right to accelerate the balance due and require
immediate payment in full. Accordingly, the entire balance of the obligations is
included in current liabilities at June 30, 2002. The holders of the Senior
Notes and the Subordinated Debentures have not accelerated the balance due as of
October 4, 2002.
In the event that the Company continues to fail to make any interest
payment otherwise payable pursuant to the Senior Notes and the Subordinated
Debentures, the trustee and the holders of such indebtedness may choose to
pursue any and all remedies contained in the indenture or at law relating to
such indebtedness. If the holders of the Senior Notes or the Subordinated
Debentures accelerate the Company's obligations under such indebtedness, such
events would have a material adverse effect on the Company's liquidity and
financial position. Under these circumstances, the Company's financial position
would necessitate the development of an alternative financial structure.
Considering the limited financial resources and the existence of certain
defaults, there can be no assurances that the Company would succeed in
formulating and consummating an acceptable alternative financial structure.
Also, as a result of the Company's significant disposition of retail
service centers during fiscal 2000, the Company incurred a $7.7 million federal
tax liability that was due September 15, 2000. The Company was unable to pay the
obligation when due. The Internal Revenue Service (the "IRS") has placed liens
on Company assets. The Company has entered into a workout plan with the IRS for
payment of the tax obligation. Subsequent to June 30, 2002, the Company breached
the workout plan due to scheduled payments not being made, and the IRS has
issued a notice of default. The remaining balance of this liability, including
interest and penalties, as of June 30, 2002 is approximately $1.3 million,
reduced by a net operating loss carryback of approximately $800,000 relating to
fiscal year 2002 taxable income.
In February 2002, in order to fund working capital needs, the Company
entered into two sale-leaseback transactions whereby the Company sold and leased
back the land and buildings at 26 retail service centers. See Note 16 to the
Consolidated Financial Statements for further discussion.
Critical Accounting Policies
The Company follows certain significant accounting policies when
preparing its consolidated financial statements. A complete summary of these
policies is included in Note 1 to the consolidated financial statements included
herein.
11
Certain of the policies require management to make significant and
subjective estimates which are sensitive to deviations of actual results from
management's assumptions. In particular, management makes estimates regarding
the fair value of the Company's reporting units in assessing potential
impairment of goodwill or the future use of long-lived assets whenever events or
changes in circumstances indicate that the carrying amount of a long-lived asset
may not be recoverable. In addition, the Company makes estimates regarding
potential losses related to its self-insurance program. Provisions for
self-insured losses are recorded based upon the Company's estimates of the
aggregate self-insured liability for claims incurred, resulting in a retention
for a portion of these expected losses. Changes in underlying factors,
assumptions or estimates in any of these areas could have a material impact on
the Company's future financial condition and results of operations.
Impact of Recent Accounting Pronouncemnts
The Financial Accounting Standard Board (FASB) recently issued
Statement of Financial Accounting Standards (SFAS) 141, Business Combinations.
This Statement addresses financial accounting and reporting for business
combinations. It eliminates the pooling-of-interests method and requires that
all business combinations be accounted for using the purchase method. The
provisions of this Statement apply to all business combinations initiated after
June 30, 2001 and to all business combinations accounted for using the purchase
method for which the date of acquisition is July 1, 2001, or later. Adoption of
the new standard had no initial effect on the Company's financial statements.
The FASB also recently issued SFAS 142, Goodwill and Other Intangible
Assets. This Statement establishes accounting and reporting standards for
acquired goodwill and other intangible assets. The Statement addresses how
intangible assets that are acquired individually or with a group of other assets
(but not those acquired in a business combination) should be accounted for in
financial statements upon their acquisition. It also addresses how goodwill and
other intangible assets should be accounted for after they have been initially
recognized in the financial statements. Under the new standard, amortization of
existing goodwill ceases upon adoption of SFAS 142 and is replaced by periodic
evaluation for impairment using specified methodology. SFAS 142 is effective for
fiscal years beginning after December 15, 2001. Early adoption is permitted for
entities with fiscal years beginning after March 15, 2001. The Company will
apply SFAS 142 beginning with the first quarter of its fiscal year ending June
30, 2003, on a prospective basis. Adoption of the new standard will have no
initial effect on the Company's financial statements.
The FASB recently adopted SFAS 143, Accounting for Asset Retirement
Obligations. This Statement requires an entity to record a liability for an
obligation associated with the retirement of an asset at the time the liability
is incurred by capitalizing the cost as part of the carrying value of the
related asset and depreciating it over the remaining useful life of that asset.
SFAS 143 is effective for fiscal years beginning after June 15, 2002. The
Company will apply SFAS 143 beginning with the first quarter of its fiscal year
ending June 30, 2003, on a prospective basis. Adoption of the new standard will
have no initial effect on the Company's financial statements.
The FASB recently adopted SFAS 144, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of. This Statement
addresses how and when to measure impairment on long-lived assets and how to
account for long-lived assets that an entity plans to dispose of either through
sale, abandonment, exchange or distribution to owners. The Statement also
requires expected future operating losses from discontinued operations to be
recorded in the period in which the losses are incurred rather than the
measurement date. SFAS 144 is effective for fiscal years beginning after
December 15, 2001. The Company will apply SFAS 144 beginning with the first
quarter of its fiscal year ending June 30, 2003, on a prospective basis.
Adoption of the new standard will have no initial effect on the Company's
financial statements.
The FASB recently adopted SFAS 145, Rescission of FASB Statements No.
4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections.
This Statement rescinds Statement No. 4, which required all gains and losses
from extinguishment of debt to be aggregated and classified as an extraordinary
item, and amends Statement No. 13 to require that certain lease modifications
that have economic effects similar to sale-leaseback transactions. SFAS 145 is
effective for fiscal years beginning after May 15, 2002, with earlier adoption
permitted. The Company will apply SFAS 145 beginning with the first quarter of
its fiscal year ending June 30, 2003, on a prospective basis. Adoption of the
new standard will have no initial effect on the Company's financial statements
12
The FASB recently adopted SFAS 146, Accounting for Costs Associated
with Exit or Disposal Activities. This Statement requires an entity to recognize
costs associated with exit or disposal activities when they are incurred rather
than at the date of a commitment to an exit or disposal plan. SFAS 146 is
effective for exit or disposal activities initiated after December 31, 2002. The
effects of adoption of the new standard on the Company's financial statements
are not determinable currently.
Item 8. Financial Statements and Supplementary Data.
See the Consolidated Financial Statements included elsewhere herein.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
None
13
PART III
Item 10. Directors and Executive Officers of the Registrant.
The directors and executive officers of the Company are as follows:
Position Held with the Company
Name Age and Principal Occupation
---- --- ------------------------------
Paul S. Lindsey, Jr. 57 Chairman of the Board, Chief Executive Officer, and President
since June 1994; previously Vice Chairman of the Board (1987 to
1994) and Chief Operating Officer (1988 to 1994); term as
director expires 2003
Kristin L. Lindsey 54 Director/Executive Vice President since Oct. 1996; previously
Director/Vice President to June 1994; previously pursued
charitable and other personal interest; term as director
expires 2005
Bruce M. Withers, Jr. 75 Director since June 1994; previously Chairman and Chief
Executive Officer of Trident NGL Holding, Inc. (since August
1991) and President of the Transmission and Processing Division
of Mitchell Energy Corporation (1979 to 1991); term as director
expires 2005
Jim J. Shoemake 64 Director since June 1994; partner of Guilfoil, Petzall
& Shoemake (since 1970); term as director expires
2004
Valeria Schall 48 Executive Vice President since October, 1996, Treasurer since
July, previously Vice President since 1992; Corporate Secretary
since 1985 and Assistant to the Chairman since 1987
Bradley L. Beneke 48 Senior Vice President - Operations since April 2000; Vice
President since April 2000; previously Pricing Director since
June 1995; previously Regional Manager since September 1991
Robert C. Heagerty 55 Senior Vice President since September 1997, previously
Divisional Vice President since June 1993; previously Regional
Manager since December 1986
J. Greg House, Sr. 45 Vice President - Management Information Systems since June,
1996; previously Director-MIS since September 1994 and
Manager-MIS Paul Mueller Co. since 1987
Kirk Wiles 42 Senior Vice President - Chief Financial Officer since September
2002; previously Director of Accounting and Financing,
Innovative Benefit Concepts (2001-2002); Director of Auditing
and Process Improvements, Rollins, Inc. (2000-2001); Principal
Consultant, The Hunter Group (1997-2000); Treasurer and
Assistant Secretary, Brach and Brock Confections, Inc.
(1995-1997)
Each director will serve for a term of three years. Officers of the
Company are elected by the Board of Directors of the Company and will serve at
the discretion of the Board, except for Mr. Lindsey, Ms. Lindsey and Ms. Schall
who are employed pursuant to Employment Agreements that expire June 24, 2004,
September 24, 2004, and September 24, 2004, respectively.
14
Item 11. Executive Compensation
Executive Compensation
The following table provides compensation information for each of the
years ended June 30, 2002, 2001, and 2000 for (i) the Chief Executive Officer of
the Company, (ii) the four other executive officers of the Company who are most
highly compensated and whose total compensation exceeded $100,000 for the most
recent fiscal year (of which there were only two) and (iii) those persons who
are no longer executive officers of the Company but were among the four most
highly compensated and whose total compensation exceeded $100,000 for the most
recent year (of which there were none).
Summary Compensation Table
Annual Compensation
Name and Principal
Position at End of Fiscal
------------------------- Fiscal Other Annual All Other
Year 1998 Year Salary Bonus Compensation Compensation
--------- ---- ------ ----- ------------ ------------
Paul S. Lindsey, Jr. 2002 $400,000 ----- ----- -----
Chief Executive Officer, 2001 $400,000 ----- ----- -----
Chairman of the Board 2000 $400,000 ----- ----- -----
and President
Valeria Schall 2002 $100,000 $30,000 ----- -----
Executive Vice President 2001 $100,000 $30,000 ----- -----
2000 $100,000 $30,000 ----- -----
Kristin L. Lindsey 2002 $100,000 $30,000 ----- -----
Executive Vice President 2001 $100,000 $30,000 ----- -----
and Director 2000 $100,000 $30,000 ----- -----
Employment Agreement
On June 24, 1999, the Company entered into an employment agreement with
Mr. Lindsey. The agreement has a five-year term and provides for the payment of
an annual salary of $400,000 and reimbursement for reasonable travel and
business expenses. The agreement requires Mr. Lindsey to devote substantially
all of his time to the Company's business. The agreement is for a term of five
years, but is automatically renewed for one year unless either party elects to
terminate the agreement at least four months prior to the end of the term or any
extension. The agreement may be terminated by Mr. Lindsey or the Company, but if
the agreement is terminated by the Company and without cause, the Company must
pay one year's salary as severance pay.
Incentive Stock Option Plan
There were no options granted to Paul S. Lindsey nor exercised by him
during fiscal year 2002 and no unexercised options held by him as of the end of
the 2002 fiscal year.
15
Compensation Committee Interlocks and Insider Participation
A compensation committee was formed in July 1994, consisting of Messrs.
Withers and Shoemake. Mr. Lindsey makes the initial recommendation concerning
executive compensation for the executive officers of the Company, other than
recommendations concerning his own and his wife's compensation, which are then
approved by the compensation committee. The compensation committee determines
the compensation of Mr. Lindsey's wife and, subject to the employment agreement
described above, Mr. Lindsey.
Director Compensation
During the last completed fiscal year, the directors of All Star Gas
received an annual fee of $25,000, payable quarterly, for their services.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The table below sets forth information with respect to the beneficial
ownership of shares of Common Stock of the Company as of September 28, 2002, by
persons owning more than five percent of any class, by all directors of the
Company, by the individuals named in the Summary Compensation Table owning
shares, and by all directors and executive officers of the Company as a group.
Number of Shares
Name of Beneficial Owner (1) Beneficially Owned Percent
- ---------------------------- ------------------ -------
Paul S. Lindsey, Jr. (2) 1,546,548 76.0
Kristin L. Lindsey (2) 762,125 37.5
Valeria Schall 97,927 4.8
All Directors and Executive Officers as a group 1,918,404 94.3
(8 persons)(3)
- -----------------
(1) The address of each of the beneficial owners is c/o All Star Gas
Corporation, P.O. Box 303, 119 W. Commercial Street, Lebanon, Missouri
65536.
(2) Mr. Lindsey's shares consist of 784,423 shares owned by the Paul S.
Lindsey, Jr. Trust established January 24, 1992 and 762,125 shares owned
by the Kristin L. Lindsey Trust established January 24, 1992. Mr. Lindsey
has the power to vote and to dispose of the shares held in the Kristin L.
Lindsey Trust. Mrs. Lindsey's shares consist of the shares owned by the
Kristin L. Lindsey Trust. Mrs. Lindsey disclaims ownership of the shares
held by her husband in the Paul S. Lindsey, Jr. Trust.
(3) The amounts shown include the shares beneficially owned by Mr. Lindsey and
Mrs. Lindsey as set forth above, and 34,044 shares owned by other
executive officers.
Item 13. Certain Relationships and Related Transactions.
Paul S. Lindsey and Kristin L. Lindsey, who beneficially own
approximately 76% of the Company's outstanding Common Stock and are Directors of
the Company, are the majority stockholders in a company that supplies paint to
the Company. The Company's purchases of paint from this company totaled $56,000
in fiscal year 2002 and $172,500 in fiscal year 2001.
During 2002, the Company received advances bearing interest at a rate
of 12% from its Chief Executive Officer and principal stockholder in the amount
of $1.8 million which have a remaining balance at June 30, 2002 of $67,000.
16
In July 2001, the Company sold three retail service centers to a
related party wholly owned by the son of the Company's principal stockholder at
a loss of approximately $130,000. In December 2001, the Company entered into a
financing transaction whereby the assets of three retail service centers in
Missouri were transferred to this same related party for approximately $1
million. The nature of the transaction was such that it was not recorded as a
sale but as a financing liability to the related party. During June 2002, the
assets of the service centers were transferred back to the Company, subject to a
security interest in favor of a third party lending institution. This related
party also entered into a management agreement during 2002 pursuant to which the
Company provides all management and accounting services.
During 2002, the Company sold its interest in a real estate limited
liability company (LLC) to a related party owned by the principal stockholder at
a loss of approximately $70,000. The Company retained the available tax credits
for the 2001tax year. The acquisition of the Company's interest in the LLC had
been financed and the sale of this interest was required as a result of the
demand of the lender for payment in full of the loan amount as a result of the
February 2002 sale-leaseback transaction described in Note 16 to the
Consolidated Financial Statements. The Company was not able to obtain the
necessary financing to pay off the note.
The Company has entered into an agreement with each shareholder (all of
whom are directors or employees of the Company) providing the Company with a
right of first refusal with respect to the sale of any shares by such
shareholders. In addition, the Company has the right to purchase from such
shareholders all shares they hold at the time of their termination of employment
with the Company at the then current fair market value of the shares. The fair
market value is determined in the first instance by the Board of Directors and
by an independent appraisal (the cost of which is split between the Company and
the departing shareholder) if the departing shareholder disputes the board's
determination.
See Note 3 to the Consolidated Financial Statements for further
discussion regarding the Company's related party transactions.
17
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a)(1) Financial Statements
Report of Independent Accountants
Consolidated Balance Sheets as of June 30, 2002 and
2001
Consolidated Statement of Operations for the
Years Ended June 30, 2002, 2001, and 2000
Consolidated Statements of Stockholders' Equity
(Deficit) for the Years Ended June 30, 2002,
2001, and 2000
Consolidated Statements of Cash Flows for the
Years Ended June 30, 2002, 2001, and 2000
(a)(2) Financial Statement Schedules
Schedule II Valuation and qualifying accounts
(a)(3) Exhibits
Exhibit
No. Description
3.1 Articles of Incorporation of the Company (incorporated herein by reference
to Exhibit 3.1 to the Company's Registration Statement on Form S-1 (No.
33-53343)
3.2 Certificate of Amendment of the Certificate of Incorporation of the
Company, dated April 26, 1994, relating to the change of name
(incorporated herein by reference to Exhibit 3.2 to the Company's
Registration Statement on Form S-1 (No. 33-53343)
3.3 By-laws of the Company (incorporated herein by reference to Exhibit 3.3 to
the Company's Registration Statement on Form S-1 (No. 33-53343)
4.1 Indenture between All Star Gas Corporation and J. Henry Schroder Bank &
Trust company, Trustee, relating to the 9% Subordinated Debentures due
December 31, 2007, and the form of 9% Subordinated Debentures due December
31, 2007, (incorporated herein by reference to Exhibit 4(a) to the All
Star Incorporated and Exco Acquisition Corp. (Commission File No. 2-83683)
Registration Statement on Form S-14 with the Commission on May 11, 1983);
and First Supplemental Indenture thereto between All Star Gas Corporation
(now known as EGOC) and IBJ Schroder Bank & Trust Co., dated as of
December 13, 1989, (incorporated herein by reference to Exhibit 4(c) to
All Star Gas Corporation (now known as EGOC) Registration Statement on
Form 8-B filed with the Commission on February 1, 1990)
4.2 Indenture between the Company and Shawmut Bank Connecticut, National
Association, Trustee, relating to the 12-7/8% Senior Secured Notes due
2004, including the 12-7/8% Senior Secured Notes due 2004, the Guarantee
and the Pledge Agreement (incorporated herein by reference to Exhibit 4.2
to the Registrant's Annual Report on Form 10-K for the year ended June 30,
1994)
18
4.3 Warrant Agreement (incorporated herein by reference to Exhibit 4.3 to the
Registrant's Annual Report on Form 10-K for the year ended June 30, 1994)
10.2 1995 Stock Option Plan of All Star Gas Company (incorporated herein by
reference to Exhibit 10.2 to the Registrant's Annual Report on Form 10-K
for the year ended June 30, 1995)
10.3 Employment Agreement between the Company and Paul S. Lindsey, Jr.
(incorporated herein by reference to Exhibit 10.7 to the Company's
Registration Statement on Form S-1 (No. 33-53343)
10.4 Tax Indemnification Agreement between the Company and Energy (incorporated
herein by reference to Exhibit 10.10 to the Company's Registration
Statement on Form S-1 (No. 33-53343)
10.5 2/16/01 Indenture between the Company and State Street Bank and Trust
Company relating to the 11% Senior Secured Notes Due 2003.
21.1 Subsidiaries of the Company
99.1 CEO certification pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
99.2 CFO certification pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
+ Confidential treatment has been requested. The copy filed as an exhibit omits
the information subject to the confidentiality request.
(b) Reports on Form 8-K
November 2, 2001
August 27, 2002
(c) Exhibits
See (a)(3) above.
(d) Financial Statements
See (a)(1) above.
19
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
All Star Gas Corporation
By: /s/ Paul S. Lindsey, Jr.
-------------------------
Paul S. Lindsey, Jr.
Dated: October 10, 2002
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Capacity in which Signed Date
--------- ------------------------ ----
/s/ Paul S. Lindsey, Jr. Chief Executive Officer and October 10, 2002
- ---------------------------- Chairman of the Board of
Paul S. Lindsey, Jr.
/s/ Kirk Wiles Senior Vice President and October 10, 2002
- ---------------------------- Chief Financial Officer
Kirk Wiles
/s/ Kristin L. Lindsey Director October 10, 2002
- ----------------------------
Kristin L. Lindsey
/s/ Bruce M. Withers, Jr. Director October 10, 2002
- ----------------------------
Bruce M. Withers, Jr.
/s/ Jim J. Shoemake Director October 10, 2002
- ----------------------------
Jim J. Shoemake
20
I, Paul S. Lindsey, certify that:
1. I have reviewed this annual report on Form 10-K of All Star Gas Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report.
Date: October 10, 2002 /s/ Paul S. Lindsey
--------------------------------------
Paul S. Lindsey
President and Chief Executive Officer
I, Kirk Wiles, certify that:
1. I have reviewed this annual report on Form 10-K of All Star Gas Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report.
Date: October 10, 2002 /s/ Kirk Wiles
--------------------------------------
Kirk Wiles
Senior Vice President and
Chief Financial Officer
21
All Star Gas Corporation
Accountants' Report and Consolidated Financial Statements
June 30, 2002, 2001 and 2000
All Star Gas Corporation
June 30, 2002, 2001 and 2000
Contents
Independent Accountants' Report............................................1
Consolidated Financial Statements
Balance Sheets.........................................................2
Statements of Operations ..............................................3
Statements of Stockholders' Equity (Deficit)...........................5
Statements of Cash Flows...............................................6
Notes to Financial Statements..........................................8
Independent Accountants' Report on Supplementary Information..............26
Supplementary Information
Consolidated Schedules of Sales and Gross Profit......................27
Consolidated Schedules of General and Administrative Expenses.........28
Independent Accountants' Report
Board of Directors and Stockholders
All Star Gas Corporation
Lebanon, Missouri
We have audited the accompanying balance sheets of All Star Gas Corporation as
of June 30, 2002 and 2001, and the related statements of operations,
stockholders' equity (deficit) and cash flows for each of the three years in the
period ended June 30, 2002. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of All Star Gas Corporation as of
June 30, 2002 and 2001, and the results of its operations and its cash flows for
each of the three years in the period ended June 30, 2002, in conformity with
accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 2, the Company has
suffered recurring losses and negative cash flows from operations and has a net
working capital and stockholders' equity deficiencies at June 30, 2002. As also
discussed in Note 2, the Company is in default with respect to its Senior
Secured Notes due 2003 and its Subordinated Debentures due 2007, and has
incurred a significant federal tax liability as a result of retail service
center dispositions in fiscal 2000 that it was unable to pay when due. These
matters raise substantial doubt about the Company's ability to continue as a
going concern. Management's plans in regard to these matters are also described
in Note 2. The financial statements do not include any adjustments that might
result from the outcome of these uncertainties.
As discussed in Note 13, the Company changed its method of accounting for
derivative instruments in 2001.
/s/ BKD, LLP
Springfield, Missouri
September 6, 2002, except for Notes 3 and 6
as to which the date is October 4, 2002
All Star Gas Corporation
Consolidated Balance Sheets
June 30, 2002 and 2001
(In Thousands, Except Share Amounts)
Assets
2002 2001
------- -------
Current Assets
Cash $ 509 $ 509
Trade receivables, less allowance for doubtful accounts; 2002 -
$158, 2001 - $250 956 2,549
Current maturities of notes receivable 146 --
Inventories 2,158 2,783
Forward sales contracts -- 115
Prepaid expenses 589 198
Deferred income taxes 175 200
Due from related parties 30 --
------- -------
Total current assets 4,563 6,354
------- -------
Property and Equipment, At Cost
Land and buildings 2,492 4,496
Storage and consumer service facilities 33,516 35,716
Transportation, office and other equipment 15,763 16,381
------- -------
51,771 56,593
Less accumulated depreciation 24,691 25,742
------- -------
27,080 30,851
------- -------
Other Assets
Debt acquisition costs, net of accumulated amortization 1,425 1,174
Goodwill -- 4,366
Noncompete agreements, at amortized cost 415 650
Notes receivable 3,839 942
Other 1,189 1,628
------- -------
6,868 8,760
------- -------
$38,511 $45,965
======= =======
See Notes to Consolidated Financial Statements
Liabilities and Stockholders' Equity (Deficit)
2002 2001
-------- --------
Current Liabilities
Checks in process of collection $ 1,684 $ 1,243
Notes payable to banks 4,672 3,979
Current maturities of long-term debt 70,642 14,493
Accounts payable 1,552 1,551
Accrued salaries 556 712
Accrued interest 2,294 1,339
Accrued expenses 741 832
Customer prepayments 6,277 10,208
Due to related parties 67 394
Income taxes payable 652 3,705
Forward purchase contracts -- 200
-------- --------
Total current liabilities 89,137 38,656
-------- --------
Long-Term Debt 4,937 56,726
-------- --------
Deferred Income Taxes 3,984 5,738
-------- --------
Accrued Self-Insurance Liability 193 529
-------- --------
Stockholders' Equity (Deficit)
Common; $.001 par value; authorized 20,000,000 shares; issued
14,291,020 shares 14 14
Common stock purchase warrants 1,227 1,227
Additional paid-in capital 28,574 28,574
Retained earnings (deficit) (1,641) 2,415
-------- --------
28,174 32,230
Treasury stock; 12,704,129 shares, at cost (87,914) (87,914)
-------- --------
(59,740) (55,684)
-------- --------
$ 38,511 $ 45,965
======== ========
All Star Gas Corporation
Consolidated Statements of Operations
Years Ended June 30, 2002, 2001 and 2000
(In Thousands, Except Per Share Amounts)
2002 2001 2000
-------- -------- --------
Operating Revenue $ 48,370 $ 57,052 $ 80,617
Cost of Product Sold 27,037 40,134 46,425
-------- -------- --------
Gross Profit 21,333 16,918 34,192
-------- -------- --------
(Gain) Loss on Forward and Futures Contracts (42) 506 --
-------- -------- --------
Operating Costs and Expenses
Provision for doubtful accounts 164 341 464
General and administrative 17,005 16,369 33,082
Depreciation and amortization 7,215 4,090 8,169
Gain on sale of assets (1,938) (422) (44,940)
-------- -------- --------
22,446 20,378 (3,225)
-------- -------- --------
Operating Income (Loss) (1,071) (3,966) 37,417
-------- -------- --------
Other Expense
Interest expense 2,010 5,489 18,062
Amortization of debt discount 3,741 1,563 2,042
-------- -------- --------
5,751 7,052 20,104
-------- -------- --------
Income (Loss) Before Income Taxes (6,822) (11,018) 17,313
Provision (Credit) for Income Taxes (2,766) (313) 7,892
-------- -------- --------
Income (Loss) Before Extraordinary Item and
Cumulative Effect of Change in Accounting Principle (4,056) (10,705) 9,421
Extraordinary Item
Gain on extinguishment of debt, net of income
taxes of $4,630 -- -- 7,969
Change in Accounting Principle
Cumulative effect of change in accounting
principle, net of income taxes of $546 -- 940 --
-------- -------- --------
Net Income (Loss) $ (4,056) $ (9,765) $ 17,390
======== ======== ========
See Notes to Consolidated Financial Statements 3
All Star Gas Corporation
Consolidated Statements of Operations
(Continued)
Years Ended June 30, 2002, 2001 and 2000
(In Thousands, Except Per Share Amounts)
2002 2001 2000
------------- ------------- ------------
Basic and Diluted Income (Loss) Per Common Share
Before Extraordinary Item and Cumulative Effect of
Change in Accounting Principle $ (2.56) $ (6.74) $ 5.94
Basic and Diluted Income Per Common Share on
Extraordinary Item -- -- 5.02
Basic and Diluted Income Per Common Share on
Cumulative Effect of Change in Accounting Principle -- .59 --
------------- ------------- ------------
Basic and Diluted Income (Loss) Per Common Share $ (2.56) $ (6.15) $ 10.96
============ ============= ============
See Notes to Consolidated Financial Statements 4
All Star Gas Corporation
Consolidated Statements of Stockholders' Equity (Deficit)
Years Ended June 30, 2002, 2001 and 2000
(In Thousands)
Common Total
Stock Additional Retained Stockholders'
Common Purchase Paid-in Earnings Treasury Equity
Stock Warrants Capital (Deficit) Stock (Deficit)
--------------- --------------- --------------- -------------- -------------- -------------------
Balance, July 1, 1999 $ 14 $ 1,227 $ 28,574 $ (5,210) $(87,914) $(63,309)
Net income -- -- -- 17,390 -- 17,390
-------- -------- -------- -------- -------- --------
Balance, June 30, 2000 14 1,227 28,574 12,180 (87,914) (45,919)
Net loss -- -- -- (9,765) -- (9,765)
-------- -------- -------- -------- -------- --------
Balance, June 30, 2001 14 1,227 28,574 2,415 (87,914) (55,684)
Net loss -- -- -- (4,056) -- (4,056)
-------- -------- -------- -------- -------- --------
Balance, June 30, 2002 $ 14 $ 1,227 $ 28,574 $ (1,641) $(87,914) $(59,740)
======== ======== ======== ======== ======== ========
See Notes to Consolidated Financial Statements 5
All Star Gas Corporation
Consolidated Statements of Cash Flows
Years Ended June 30, 2002, 2001 and 2000
(In Thousands)
2002 2001 2000
-------- -------- --------
Operating Activities
Net income (loss) $ (4,056) $ (9,765) $ 17,390
Items not requiring (providing) cash
Depreciation 2,729 3,107 6,406
Amortization 8,227 2,546 3,423
Gain on sale of assets (1,938) (422) (44,940)
Extraordinary gain on extinguishment of debt -- -- (7,969)
Cumulative effect of change in accounting principle -- (940) --
(Gain) loss on forward and futures contracts (42) 506 --
Deferred income taxes (1,729) 2,354 2,144
Changes in
Trade receivables 1,059 8 (563)
Inventories 491 1,256 (2,085)
Prepaid expenses and other 145 330 1,228
Accounts payable and customer prepayments (2,510) 3,341 (4,265)
Accrued expenses and self-insurance (2,810) (3,339) 11,151
-------- -------- --------
Net cash used in operating activities (434) (1,018) (18,080)
-------- -------- --------
Investing Activities
Proceeds from sales of retail service centers and
other assets 3,628 2,929 91,646
Acquisition of retail service centers (123) (110) (601)
Purchases of property and equipment (3,952) (2,148) (4,120)
Advances from (to) related parties (357) 394 (1,430)
Purchase of interest in limited liability company -- (261) --
-------- -------- --------
Net cash provided by (used in) investing
activities (804) 804 85,495
-------- -------- --------
Financing Activities
Decrease in working capital facility -- -- (4,756)
Proceeds from issuance of notes payable to banks 3,444 6,184 --
Principal payments on notes payable to banks (2,751) (2,853) --
Principal payments on purchase obligations (3,689) (3,505) (2,812)
Proceeds from issuance of long-term debt obligations 2,748 250 118
Increase (decrease) in checks in process of collection 441 215 (856)
Principal payment on senior secured notes -- -- (60,000)
Net borrowings from related parties 1,045 -- --
-------- -------- --------
Net cash provided by (used in) financing
activities 1,238 291 (68,306)
-------- -------- --------
Increase (Decrease) in Cash 0 77 (891)
Cash, Beginning of Year 509 432 1,323
-------- -------- --------
Cash, End of Year $ 509 $ 509 $ 432
======== ======== ========
See Notes to Consolidated Financial Statements 6
All Star Gas Corporation
Consolidated Statements of Cash Flows
Years Ended June 30, 2002, 2001 and 2000
(In Thousands)
2002 2001 2000
------- ------- -------
Supplemental Cash Flows Information
Interest paid $ 2,211 $ 2,529 $14,199
Income taxes paid $ 2,318 $ 3,633 $ 552
Income taxes refunded $ 305 $ 417 $ 869
Notes receivable from sale of retail service centers $ 3,931 -- $ 1,350
Purchase contract obligations incurred for property
and equipment $ 1,792 $ 591 $ 389
Capital lease obligations incurred for property and
equipment $ 364 $ 326 $ 332
Long-term obligations incurred for investment in
Missouri Investment Partner I, LLC, a purchaser of
Missouri low-income housing tax credits -- $ 870 --
See Notes to Consolidated Financial Statements 7
All Star Gas Corporation
Notes to Consolidated Financial Statements
June 30, 2002, 2001 and 2000
Note 1: Nature of Operations and Summary of Significant Accounting Policies
Nature of Operations
The Company's principal operation is the sale of liquefied propane (LP)
gas to residential, agricultural and commercial customers to whom credit
is extended principally on an unsecured basis. Such customers are
located throughout the United States with the larger number concentrated
in the central states.
Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Principles of Consolidation
The consolidated financial statements include the accounts of All Star
Gas Corporation and its wholly owned subsidiaries. All significant
intercompany transactions and balances have been eliminated in
consolidation.
Revenue Recognition Policy
Sales and related cost of product sold are recognized upon delivery of
the product or service.
Inventories
Inventories are valued at the lower of cost or market. Cost is
determined by the first-in, first-out method for retail operations and
specific identification method for wholesale operations. At June 30 the
inventories were:
2002 2001
(In Thousands)
---------------
Gas and other petroleum products $ 948 $1,529
Gas distribution parts, appliances and equipment 1,210 1,254
------ ------
$2,158 $2,783
====== ======
8
Property and Equipment
Depreciation is provided on property and equipment on the straight-line
method over estimated useful lives of 3 to 33 years.
Income Taxes
Deferred tax liabilities and assets are recognized for the tax effects
of differences between the financial statement and tax bases of assets
and liabilities. A valuation allowance is established to reduce deferred
tax assets if it is more likely than not that a deferred tax asset will
not be realized.
Amortization
Debt acquisition costs are being amortized on a straight-line basis over
the terms of the debt to which the costs are related as follows: the
1994 senior secured note costs (originally $5,143,000) were amortized
over ten years; the costs of the 1999 revolving credit facility
(originally $1,279,000) were amortized over three years; and the 2001
senior secured note costs (originally $1,369,000) are amortized over 28
months.
Amortization of discounts on debentures and notes (Note 6) is on the
effective interest, bonds outstanding method.
The majority of the goodwill acquired relates to a transaction
originating prior to July 1, 1994, and was being amortized on the
straight-line basis over 25 years. Goodwill purchased in other
transactions was being amortized on the straight-line basis over five
years. An impairment loss was recorded during 2002 (Note 4).
Income (Loss) Per Common Share
Income (loss) per common share is computed by dividing net income (loss)
by the weighted average number of common shares and, except where
anti-dilutive, common share equivalents outstanding, if any. The
weighted average number of common shares outstanding used in the
computation of earnings per share was 1,586,891 for each of the periods
ended June 30, 2002, 2001 and 2000. Common stock warrants and options
outstanding were excluded from the June 30, 2002, 2001 and 2000,
calculations of the weighted average number of common shares outstanding
used in the computation of earnings per share as they were
anti-dilutive.
9
Impact of Recent Accounting Pronouncements
The Financial Accounting Standard Board (FASB) recently issued Statement
of Financial Accounting Standards (SFAS) 141, Business Combinations.
This Statement addresses financial accounting and reporting for business
combinations. It eliminates the pooling-of-interests method and requires
that all business combinations be accounted for using the purchase
method. The provisions of this Statement apply to all business
combinations initiated after June 30, 2001, and to all business
combinations accounted for using the purchase method for which the date
of acquisition is July 1, 2001, or later. Adoption of the new standard
had no initial effect on the Company's financial statements.
The FASB also recently issued SFAS 142, Goodwill and Other Intangible
Assets. This Statement establishes accounting and reporting standards
for acquired goodwill and other intangible assets. The Statement
addresses how intangible assets that are acquired individually or with a
group of other assets (but not those acquired in a business combination)
should be accounted for in financial statements upon their acquisition.
It also addresses how goodwill and other intangible assets should be
accounted for after they have been initially recognized in the financial
statements. Under the new standard, amortization of existing goodwill
ceases upon adoption of SFAS 142 and is replaced by periodic evaluation
for impairment using specified methodology. SFAS 142 is effective for
fiscal years beginning after December 15, 2001. Early adoption is
permitted for entities with fiscal years beginning after March 15, 2001.
The Company will apply SFAS 142 beginning with the first quarter of its
fiscal year ending June 30, 2003, on a prospective basis. Adoption of
the new standard will have no initial effect on the Company's financial
statements.
The FASB recently adopted SFAS 143, Accounting for Asset Retirement
Obligations. This Statement requires an entity to record a liability for
an obligation associated with the retirement of an asset at the time the
liability is incurred by capitalizing the cost as part of the carrying
value of the related asset and depreciating it over the remaining useful
life of that asset. SFAS 143 is effective for fiscal years beginning
after June 15, 2002. The Company will apply SFAS 143 beginning with the
first quarter of its fiscal year ending June 30, 2003, on a prospective
basis. Adoption of the new standard will have no initial effect on the
Company's financial statements.
The FASB recently adopted SFAS 144, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of. This
Statement addresses how and when to measure impairment on long-lived
assets and how to account for long-lived assets that an entity plans to
dispose of either through sale, abandonment, exchange or distribution to
owners. The Statement also requires expected future operating losses
from discontinued operations to be recorded in the period in which the
losses are incurred rather than the measurement date. SFAS 144 is
effective for fiscal years beginning after December 15, 2001. The
Company will apply SFAS 144 beginning with the first quarter of its
fiscal year ending June 30, 2003, on a prospective basis. Adoption of
the new standard will have no initial effect on the Company's financial
statements.
10
The FASB recently adopted SFAS 145, Rescission of FASB Statements No. 4,
44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections. This Statement rescinds Statement No. 4, which required all
gains and losses from extinguishment of debt to be aggregated and
classified as an extraordinary item and amends Statement No. 13 to
require that certain lease modifications that have economic effects
similar to sale-leaseback transactions be accounted for as such. SFAS
145 is effective for fiscal years beginning after May 15, 2002, with
earlier adoption permitted. The Company will apply SFAS 145 beginning
with the first quarter of its fiscal year ending June 30, 2003, on a
prospective basis. Adoption of the new standard will have no initial
effect on the Company's financial statements.
The FASB recently adopted SFAS 146, Accounting for Costs Associated with
Exit or Disposal Activities. This Statement requires an entity to
recognize costs associated with exit or disposal activities when they
are incurred rather than at the date of a commitment to an exit or
disposal plan. SFAS 146 is effective for exit or disposal activities
initiated after December 31, 2002. The effects of adoption of the new
standard on the Company's financial statements are not determinable
currently.
Segment Information
The principal business of the Company is the sale of LP gas. During the
first half of 2000, the Company also operated a restaurant chain (Note
17). The Company has no significant assets other than those used in its
principal business. The LP gas operation is the Company's only
reportable segment. Selected information is not presented separately for
the Company's reportable segment, as there is no material difference
between that information and the corresponding information in the
consolidated financial statements.
Delivery Costs
The costs related to the delivery of the product to the customer are
included in operating expenses.
Year-End Adjustments
The Company recorded a provision for impairment on its recorded goodwill
during the quarter ended June 30, 2002 (Note 4).
Note 2: Management's Consideration of Going Concern Matters
The Company reported income from operations during fiscal 2000 primarily
due to the gains recognized on the sale of certain retail service
centers (Note 16). The Company has otherwise suffered recurring losses
and negative cash flows from operations, continues to have net working
capital and net stockholders' equity deficiencies, which have existed
since June 30, 1994, and is in default with respect to its outstanding
Senior Secured Notes due 2003 and its Subordinated Debentures due 2007
(Note 6). The Company has recently been required to make additional cash
deposits with various major propane suppliers to maintain current terms.
11
Also, as a result of the Company's significant disposition of retail
service centers during fiscal 2000, the Company has incurred a $7.7
million federal tax liability that was due September 15, 2000. The
Company was unable to pay the obligation when due. The Internal Revenue
Service (the "IRS") has placed liens on Company assets. The Company has
entered into a workout plan with the IRS for payment of the tax
obligation. Subsequent to June 30, 2002, the Company breached the
workout plan due to scheduled payments not being made and the IRS has
issued a notice of default. The remaining balance of this liability,
including interest and penalties, as of June 30, 2002, is approximately
$1.3 million. The total balance of income taxes payable as of June 30,
2002, net of loss carrybacks relating to fiscal year 2002, is
approximately $652,000.
The financial statements have been prepared assuming the Company will
continue as a going concern, realizing assets and liquidating
liabilities in the ordinary course of business. Management is exploring
several strategies involving additional debt and equity restructurings
for mitigating these conditions during the coming year. Although not
currently planned, realization of assets in other than the ordinary
course of business to meet liquidity needs could incur losses not
reflected in these financial statements.
Note 3: Related Party Transactions
During 2002, 2001 and 2000, the Company has purchased $56,000, $172,500
and $225,000, respectively, of paint from a corporation owned by the
spouse of the Company's principal stockholder.
In July 2001, the Company sold for cash and notes three retail service
centers in Missouri to a related party wholly owned by the son of the
Company's principal stockholder at a loss of approximately $130,000.
In December 2001, the Company entered into a financing transaction
whereby the assets of three retail service centers in Missouri were
transferred to a related party wholly owned by the son of the Company's
principal stockholder for approximately $1 million. The nature of the
transaction was such that it has been recognized as a financing
liability to the related party rather than as a sale. During June 2002,
the assets of the service centers were transferred back to the Company,
subject to a security interest in favor of a third-party lending
institution. At June 30, 2002, the amount due to the related party is
approximately $1 million with interest at 8.64% payable monthly and due
on demand.
In 2002, the Company entered into a management agreement pursuant to
which the Company provides all management and accounting services for a
related party wholly owned by the son of the Company's principal
stockholder. Servicing income totaled approximately $72,000 for 2002.
The Company also sells propane gas to this related party. Total sales to
the related party were approximately $1.4 million for 2002.
12
During 2002, the Company sold for cash the majority of its interest in a
real estate limited liability company to a related party owned by the
principal stockholder at a loss of approximately $70,000.
In 2002 and 2001, the principal stockholder loaned the Company amounts
totaling $1.8 million and $2.5 million, respectively, bearing interest
at a rate of 12%, with terms ranging from seven days to six months. At
June 30, 2002 and 2001, the balance of these obligations was $67,000 and
$394,000, respectively.
In 2001, the Company's principal stockholder pledged his stock in the
Company as collateral for the Senior Secured Notes, due 2003 (Note 6)
and guaranteed various notes payable (Note 7).
In February 2001, the principal stockholder assumed a note payable to
the Company with a balance of $942,000 (Note 5). The note principal is
due in August 2012 and interest is payable monthly.
Note 4: Goodwill
The changes in the carrying amount of goodwill for the years ended June
30, 2002 and 2001, were:
2002 2001
--------------------------------
Beginning Balance $ 4,366 $ 5,109
Impairment losses (3,739) --
Goodwill written off related to sales of retail service
centers (243) (342)
Amortization (384) (401)
------------- ------------
Ending Balance $ 0 $ 4,366
============= ============
Because of the decline in the economic conditions of the propane and
energy industry during fiscal year 2002, the Company's recurring losses
from operations, net working capital, net stockholders' equity and
operating cash flow deficiencies, the remaining goodwill amount of
$3,739,000 was charged to operations and is included in depreciation and
amortization expense for the year ended June 30, 2002.
13
Note 5: Notes Receivable
Notes receivable consist of the following:
2002 2001
---------------------------
Note receivable (A) $ 942 $ 942
Note receivable (B) 381 --
Note receivable (C) 2,662 --
------------ -----------
3,985 942
Less current maturities 146 --
------------ -----------
$ 3,839 $ 942
============ ===========
(A) The note receivable is secured primarily by three deeds of trust
on real property located in the counties of Laclede, Camden and
Crawford in the state of Missouri. In 2000, the note was due in
monthly installments of $11,000, including interest at 9.3745%,
until August 2012. In February 2001, the note receivable was
assumed by the principal shareholder (Note 3). The note principal
is now due in August 2012 and interest is payable monthly.
(B) Notes receivable issued in the sale of two retail service centers
in South Carolina (Note 16). The notes are payable in quarterly
installments, including interest at 6%, and mature in November
2005.
(C) Notes receivable issued in conjunction with two sale-leaseback
transactions whereby the Company sold and leased back the land and
buildings at 26 retail service centers (Note 16). The notes are
payable in monthly installments of $23,495, including interest at
6.5%, and mature in March 2017.
Note 6: Long-Term Debt
Long-term debt at June 30 consisted of (in thousands):
2002 2001
---------------------------------
11% Senior Secured Notes, due 2003 (A) $ 64,738 $ 66,197
9% Subordinated Debentures, due 2007 (B) 9,729 9,729
Purchase contract obligations and capital leases (C) 7,273 4,589
------------- -------------
81,740 80,515
Less unamortized discounts 6,161 9,296
------------- -------------
75,579 71,219
Less current maturities 70,642 14,493
------------- -------------
$ 4,937 $ 56,726
============= =============
14
(A) The notes were issued in conjunction with an exchange offer for
the Company's Senior Secured notes, due 2004. The notes were
issued February 2001 at a discount and require interest payments
at 11%. The notes are due June 30, 2003, and are redeemable at the
Company's option, in whole or from time to time in part, until
maturity, upon not less than 30 or more than 60 days' notice, at a
reduced redemption price of the principal amount of the notes
being redeemed equal to a predetermined percentage at specific
future dates, plus accrued and unpaid interest thereon to the
redemption date:
On or Prior To Redemption Percentage
-------------------------- ----------------------
June 30, 2002 93.59%
December 31, 2002 96.79%
June 30, 2003 100.00%
The balance outstanding of the Senior Notes includes the original
principal amount of the notes issued $(53,064,000) plus the amount
of interest accrued from August 1, 2000, to November 30, 2000, on
the remaining 40% of the Senior Secured Notes, due 2004. The
original principal amount was adjusted to give effect for the
original issue discount and accrued interest at February 23, 2001,
on the Senior Secured Notes, due 2004 (effective interest rate of
4.42%). The discount on these notes is being amortized over the
remaining life of the notes using the effective interest method.
The outstanding balance of the notes as of June 30, 2002, is as
follows:
2002
-----------------
11% Senior Secured Notes, due 2003 $ 53,064,000
Accrued interest capitalized prior to debt restructuring 8,742,000
-----------------
$ 61,806,000
=================
The notes are guaranteed by the restricted subsidiaries of the
Company and secured by the common stock of the restricted
subsidiaries and the Company's principal stockholder's common
stock in the Company. Separate financial statements of the
guarantor subsidiaries are not included because such subsidiaries
have jointly and severally guaranteed the notes on a full and
unconditional basis; the aggregate assets and liabilities of the
guarantor subsidiaries are substantially equivalent to the assets
and liabilities of the parent on a consolidated basis; and the
separate financial statements and other disclosures concerning the
subsidiary guarantors are not deemed to be material.
On October 30, 2001, due to the nonpayment of interest, the
Company defaulted with respect to the $53,063,600 principal
balance of the 11% Senior Secured Notes due 2003
15
(the "Senior Notes"). The Company also has not made the interest
payments due December 31, 2001, March 31, 2002, and June 30, 2002,
on the Senior Notes. As a result of the default, the note holders
have the right to accelerate the balance due and require immediate
payment in full. Accordingly, the entire balance of the obligation
is included in current liabilities at June 30, 2002. The debenture
holders have not accelerated the balance due under the notes as of
October 4, 2002.
(B) The debentures, issued June 1983, are redeemable at the Company's
option, as a whole or in part, at par value.
The original principal amount of debentures issued was adjusted to
market at issuance (effective interest rate of 16.5%). The
remaining discount on these debentures is being amortized over the
remaining life of the debentures using the effective interest
method.
Due to the nonpayment of interest due since June 30, 2000, the
Company is in default with respect to the debentures. As a result
of the default, the debenture holders have the right to accelerate
the balance due and require immediate payment in full.
Accordingly, the entire balance of the obligation is included in
current liabilities at June 30, 2002 and 2001. The debenture
holders have not accelerated the balance due under the notes as of
October 4, 2002.
(C) Purchase contract obligations arise from the purchase of operating
businesses and are collateralized by the equipment and real estate
acquired in the respective acquisitions. Capital leases include
leases covering trucks and data processing equipment. At June 30,
2002 and 2001, these obligations carried interest rates from 7% to
12% and are due periodically through 2007.
Aggregate annual maturities (in thousands) of the long-term debt
outstanding at June 30, 2002, are:
2003 $ 70,642
2004 1,034
2005 981
2006 742
2007 2,137
Thereafter 43
----------
$ 75,579
==========
Note 7: Notes Payable to Banks
Notes payable to banks aggregating $4,672,000 at June 30, 2002, and
$3,979,000 at June 30, 2001, are comprised of short-term borrowings
secured by accounts receivable, inventory and property and equipment. The
borrowings bear interest at a weighted average interest rate of
approximately 8.0% and are due periodically in fiscal year 2003.
16
Note 8: Income Taxes
The provision (credit) for income taxes on income before extraordinary
item and cumulative effect of change in accounting principle includes
these components:
2002 2001 2000
-----------------------------------------------
(In Thousands)
Taxes currently payable (refundable) $ (1,037) $ (2,667) $ 5,748
Deferred income taxes (1,729) 2,354 2,144
----------- ----------- ----------
$ (2,766) $ (313) $ 7,892
=========== =========== ==========
The tax effects of temporary differences at June 30, 2002 and 2001,
related to deferred taxes were:
2002 2001
----------------- -------------
(In Thousands)
Deferred Tax Assets
Allowance for doubtful accounts $ 58 $ 92
Self-insurance liabilities and contingencies 266 866
Original issue discount 4,087 4,058
Unrealized loss on derivative instruments -- 31
------------ ----------
4,411 5,047
------------- ----------
Deferred Tax Liabilities
Unrealized gain on installment sale (618) --
Accumulated depreciation and tax cost differences (7,602) (10,585)
------------- ----------
(8,220) (10,585)
------------- ----------
Net deferred tax liability $ (3,809) $ (5,538)
============ ==========
17
The above net deferred tax liability is presented on the June 30 balance
sheets as follows:
2002 2001
------------ ------------
(In Thousands)
Deferred Tax Assets (Liabilities)
Deferred tax asset - current $ 175 $ 200
Deferred tax liability - long-term (3,984) (5,738)
------------ ------------
Net deferred tax liability $ (3,809) $ (5,538)
============ ============
A reconciliation of income tax expense (credit) at the statutory rate to
the Company's actual income tax expense (credit) is shown below:
2002 2001 2000
------------ ------------ ------------
(In Thousands)
Computed at the statutory rate (34%) $ (2,319) $ (3,746) $ 5,886
Increase (decrease) resulting from
Amortization of excess of cost over fair
value of net assets acquired 1,461 173 210
State income taxes - net of federal tax
benefit (65) (333) 1,323
Nondeductible goodwill amortization on
sold retail service centers -- 101 895
Interest and penalties on tax obligations -- 1,311 --
(Increase) decrease of tax basis on
retail service centers (717) 2,584 --
Nondeductible interest on Senior Notes,
due 2004 -- 1,433 --
Interest expense on Senior Notes,
due 2003 (1,060) (874) --
Other (66) (962) (422)
------------ ------------ ------------
Actual tax provision (credit) $ (2,766) $ (313) $ 7,892
============ ============ ============
18
Note 9: Self-Insurance and Contingencies
Under the Company's current insurance program, the Company's
comprehensive general and employer's liability coverage and excess
liability policy provides for losses of up to $75.0 million. The general
liability coverage has a $250,000 self-insured retention with a $1
million cap on total claims. The Company's combined auto and workers'
compensation coverage is insured through participation in a captive
insurance program with other unrelated parties. The Company obtains
excess coverage on occurrence basis policies. Provisions for
self-insured losses are recorded based upon the Company's estimates of
the aggregate self-insured liability for claims incurred, resulting in a
retention for a portion of these expected losses.
The ending accrued liability includes $150,000 for incurred but not
reported claims at June 30, 2002 and 2001. The current portion of the
ending liability of $500,000 at June 30, 2002, and $400,000 at June 30,
2002 and 2001, is included in accrued expenses in the consolidated
balance sheets. The noncurrent portion at the end of each period is
included in accrued self-insurance liability.
The Company and its subsidiaries are also defendants in various lawsuits
related to the self-insurance program, which are not expected to have a
material adverse effect on the Company's financial position or results
of operations.
The Company currently self-insures health benefits provided to the
employees of the Company and its subsidiaries subject to a $75,000 cap
per claim. Provisions for losses expected under this program are
recorded based upon the Company's estimate of the aggregate liability
for claims incurred. The aggregate cost of providing the health benefits
was $530,000, $770,000 and $1,079,000 for the years ended June 30, 2002,
2001 and 2000, respectively.
In conjunction with a restructuring transaction involving the Company
and Empire Energy Corporation, the parties agreed to share on a
percentage basis the self-insured liabilities and other business related
lawsuits incurred prior to June 30, 1994, including both reported and
unreported claims. The self-insured liabilities included under this
agreement include general, vehicle, workers' compensation and health
insurance liabilities. Under the agreement, the Company assumed 52.3% of
the liability with Empire Energy Corporation assuming the remaining
47.7%.
The Company and its subsidiaries are presently involved in various
federal and state tax audits, which are not expected to have a material
adverse effect on the Company's financial position or results of
operations.
19
Note 10: Stock Options and Warrants
Stock Options
The Company has established a Stock Option Plan for the benefit of its
employees and directors. Stock options may be either incentive stock
options or nonqualified stock options, with an option price no less than
the fair value of the Company's common stock on the date of the grant.
Options are granted for no more than a 10-year term and are exercisable
based on a written agreement between the administrator and optionee.
The table below summarizes transactions under the Company's stock option
plan:
Number
of Shares
------------
Balance, July 1, 1999 500,700
Granted ($1.00 per share) 10,000
Forfeited (75,000)
------------
Balance, June 30, 2000 435,700
Granted ($1.00 per share) 74,000
Forfeited (35,000)
------------
Balance, June 30, 2001 474,700
Granted ($1.00 per share) --
Forfeited (27,500)
------------
Balance, June 30, 2002 447,200
============
Options outstanding at June 30, 2002, have a weighted average remaining
contractual life of approximately six years with 341,958 options
currently exercisable. The exercise price was $7.00 per share until May
2000 when it was reduced to $1.00 per share.
The Company applies Accounting Principles Board Opinion 25 and related
Interpretations in accounting for the plan, and no compensation cost has
been recognized. No fair value disclosures with respect to stock options
are presented because, in the opinion of management, such values do not
have a material effect.
Common Stock Purchase Warrants
The Company issued detachable warrants to purchase common stock in
connection with the issuance of 127/8% Senior Secured Notes in 1994.
Each warrant represents the right to purchase one share of the Company's
common stock for $.01 per warrant. The warrants are exercisable
currently and will expire on July 15, 2004. No warrants were issued or
exercised in 2002, 2001 and 2000. Warrants to purchase 175,536 shares
were outstanding at June 30, 2002 and 2001.
21
Note 11: Employee Benefit Plan
The Company has a defined contribution retirement plan covering
substantially all employees. Employees who elect to participate may
contribute a percentage of their salaries to the plan. The Company may
make contributions to the plan at the discretion of its Board of
Directors. No contributions to the plan were made by the Company during
the years ended June 30, 2002, 2001 or 2000.
Note 12: Operating Leases
Noncancelable operating leases, which cover office space and various
equipment, expire in various years through 2017. These leases generally
contain renewal options for periods ranging from one to five years and
require the Company to pay all executory costs (property taxes,
maintenance and insurance).
Future minimum lease payments (in thousands) at June 30, 2002, were:
2003 $ 1,118
2004 1,072
2005 934
2006 915
2007 878
Thereafter 6,239
-----------
Future minimum lease payments $ 11,156
===========
Note 13: Futures and Forward Contracts and Change in Accounting Principle
The Company enters into purchase and sale commitments under supply
contracts and similar agreements with other parties that typically have
a term of less than one year. As of June 30, 2002 and 2001, the Company
had approximately $2.2 million and $5.5 million, respectively, in
outstanding commitments to purchase LP gas for inventory. The Company
also had outstanding commitments to sell approximately 0 gallons and 2.1
million gallons of LP gas at June 30, 2002 and 2001, respectively.
The Company also uses commodity futures contracts to reduce the risk of
price fluctuations for liquefied propane (LP) gas purchase and sale
commitments. As of June 30, 2002 and 2001, the Company had no open
positions on commodity futures contracts for LP gas.
On July 1, 2000, the Company adopted the provisions of Financial
Accounting Standards Board Statements (SFAS) Nos. 133 and 138, which
establish accounting and reporting standards for derivative instruments.
SFAS 133 and 138 require most derivative instruments to be reflected as
assets or liabilities in the balance sheet at their fair values with
changes in fair values reflected in net income (or accumulated other
comprehensive income if the criteria for cash flow hedge accounting are
met). An exception to application of the requirements is provided for
derivative instruments that meet the criteria of normal purchases/normal
sales set forth in the new standards and are, therefore, not recognized.
21
Derivative financial instruments held by the Company consist of the
forward purchase and sales contracts and the commodity futures contracts
discussed above. Certain of the forward purchase and sales contracts
meet the normal purchases/normal sales criteria and are not recognized
in the financial statements. The remainder of the forward purchase and
sales contracts and all of the commodity futures contracts are
recognized in the financial statements as the Company has elected not to
apply the hedge accounting provisions of the new standards to those
instruments.
At July 1, 2000, initial adoption of the new standards resulted in
recognition of derivative financial instruments as assets and
liabilities in the amounts of $3.1 million and $1.6 million,
respectively, and a cumulative effect adjustment of $940,000, net of
applicable income taxes. No disclosure of the pro forma effects as if
the new standards had been applied retroactively to prior periods is
made as such effects are immaterial. Application of the new standards
have resulted in recognition of a gain of $42,000 on forward and futures
contracts for 2002 and a loss of $506,000 for 2001.
Note 14: Significant Estimates and Concentrations
Generally accepted accounting principles require disclosure of certain
significant estimates and current vulnerabilities due to certain
concentrations. Those matters include the following:
Estimates
Significant estimates related to self-insurance, goodwill amortization,
litigation, collectibility of receivables and income tax assessments are
discussed in Notes 1, 4 and 9. Actual losses related to these items
could vary materially in the near term from amounts reflected in the
financial statements.
Note 15: Disclosures About Fair Value of Financial Instruments
The following methods were used to estimate the fair value of financial
instruments. The fair values of certain of these instruments were
calculated by discounting expected cash flows, which method involves
significant judgments by management and uncertainties. Fair value is the
estimated amount at which financial assets or liabilities could be
exchanged in a current transaction between willing parties, other than
in a forced or liquidation sale. Because no market exists for certain of
these financial instruments and because management does not intend to
sell these financial instruments, the Company does not know whether the
fair values shown below represent values at which the respective
financial instruments could be acquired or sold individually or in the
aggregate.
22
Notes Receivable
Fair value is estimated by discounting the future cash flows using the
rates at which similar notes would be written for the same remaining
maturities.
Forward Purchase and Forward Sale Contracts
Fair value is based on quoted market prices.
Notes Payable to Banks and Long-Term Debt
Fair value of the Senior Secured Notes is estimated based on trading
prices of this debt issuance. The fair value of the Subordinated
Debentures is estimated by discounting the future cash flows using the
rates at which similar notes would be written for the same remaining
maturities. The fair value of notes payable to banks and other debt
approximates carrying value as other debt consists of obligations with
interest rates approximating rates currently available to the Company.
The following table presents estimated fair values of the Company's
financial instruments.
June 30
2002 2001
Carrying Fair Carrying Fair
Amount Value Amount Value
-------- ----- -------- -------
(In Thousands)
Financial assets
Cash $509 $ 509 $ 509 $ 509
Note receivable $ 3,985 $ 3,985 $ 942 $ 942
Forward sales contracts -- -- $ 115 $ 115
Financial liabilities
Notes payable to banks $ 4,672 $ 4,672 $ 3,979 $ 3,979
Senior Secured Notes, due
2003 $61,806 $29,967 $60,459 $28,620
Subordinated Debentures, due
2007 $ 6,500 $ 2,919 $ 6,171 $ 2,919
Other long-term debt $ 7,273 $ 7,273 $ 4,589 $ 4,589
Forward purchase contracts -- -- $ 200 $ 200
23
Note 16: Acquisitions and Dispositions of Retail Service Centers
During the year ended June 30, 2002, the Company entered into two
sale-leaseback transactions whereby the Company sold for cash and notes
the land and buildings at 26 retail service centers and recognized a
gain of approximately $2 million using the full accrual method. The
resulting leases are for a term of 15 years and are being accounted for
as operating leases with combined monthly payments of approximately
$38,000.
During the year ended June 30, 2002, the Company sold three retail
service centers to a related party (Note 3).
During the year ended June 30, 2002, the Company sold for cash and notes
three retail service centers located in Illinois and South Carolina to
nonrelated parties at a gain.
During the year ended June 30, 2002, the Company acquired five retail
service centers through an asset purchase transaction for a total of
$3.2 million of which $123,000 was paid in cash with the remainder in
mortgage obligations and the assumption of certain liabilities.
Pro forma results of these operations as if the transactions had been
completed at the beginning of the period would not be materially
different from actual results due to the size and timing of the
transactions and the seasonal nature of the business.
During the year ended June 30, 2001, the Company acquired one LP gas
operation through an asset purchase transaction for a total of $600,000,
of which $110,000 was paid in cash with the remainder in mortgage
obligations and the assumption of certain liabilities. During the year
ended June 30, 2000, the Company acquired one LP gas operation through
an asset purchase transaction for a total of $545,000, of which $5,500
was paid in cash with the remainder in mortgage obligations and the
assumption of certain liabilities. Each of these acquisitions has been
accounted for as a purchase by recording the assets acquired and the
liabilities assumed at their estimated fair values at the acquisition
date. Amounts paid above these fair values are recorded as excess of
cost over fair value of net assets acquired. The consolidated operations
of the Company include the operations of the acquirees from the
acquisition dates. The pro forma effects of the acquisitions as if they
had been completed at the beginning of the year would not be materially
different from actual results.
During the year ended June 30, 2001, the Company sold three retail
service centers. The Company received $929,000 in cash from the sale.
The pro forma effects of the disposition as if it had been completed at
the beginning of the year would not be materially different from actual
results.
During the year ended June 30, 2000, the Company sold 66 retail service
centers. The Company received $91.1 million in cash from these sales.
Unaudited pro forma consolidated operations, assuming the dispositions
were made at the beginning of the current and previous years, are shown
below:
24
2001 2000
------- -------
(In Millions)
Operating revenue $ 57.1 $ 55.7
Net income (loss) $ (9.8) $ 14.9
The pro forma results are not necessarily indicative of what would have
occurred had the retail service center dispositions been on those dates,
nor are they necessarily indicative of future operations.
Note 17: Business Acquisition and Disposition
On July 2, 1999, the Company acquired Tres Hombres, Inc., a restaurant
chain controlled by the Company's principal stockholder, in a
transaction that was accounted for in a manner similar to a pooling of
interests. The Company issued 22,865 shares of stock previously held in
treasury in exchange for all of the outstanding common stock of Tres
Hombres, Inc.
Due to covenant requirements established by its then working capital
lender, the Company sold Tres Hombres, Inc. in December 1999,
recognizing a loss of approximately $363,000. The sale was consummated
through receipt of a promissory note and assumption of certain
liabilities by the buyer. Unaudited pro forma consolidated operations,
assuming the disposition was made at the beginning of the current and
previous years, are shown below:
2001 2000
------- -------
(In Millions)
Operating revenue $ 57.1 $ 78.7
Net income (loss) $ (9.8) $ 18.3
25
Independent Accountants' Report on
Supplementary Information
Board of Directors and Stockholders
All Star Gas Corporation
Lebanon, Missouri
Our audits were made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. The nature of our audit
procedures is more fully described in our report on the basic consolidated
financial statements. Our report on the basic consolidated financial statements
includes an emphasis paragraph discussing substantial doubt about the Company's
ability to continue as a going concern. The accompanying supplementary
information is presented for purposes of additional analysis and is not a
required part of the basic consolidated financial statements. Such information
has been subjected to the procedures applied in the audits of the basic
consolidated financial statements and, in our opinion, is fairly stated, in all
material respects, in relation to the basic consolidated financial statements
taken as a whole.
/s/ BKD, LLP
Springfield, Missouri
September 6, 2002
All Star Gas Corporation
Consolidated Schedules of Sales and Gross Profit
Years Ended June 30, 2002 and 2001
(In Thousands)
2002 2001
Gross Profit Gross Profit
----------------------------- ------------------------------
Percentage Percentage
Sales Amount of Revenue Sales Amount of Revenue
------------- ------------- --------------- ------------- ------------- ----------------
Gas Sales
Bulk - retail $ 43,033 $ 17,768 41.3% $ 51,952 $ 13,376 25.7%
Bottle - retail and
wholesale 909 634 69.7 968 565 58.4
-------- -------- -------- --------
43,942 18,402 41.9 52,920 13,941 26.3
Gas Systems and
Appliances 2,080 732 35.2 1,639 578 35.3
Fuel Oil and Gas 173 24 13.9 148 54 36.5
-------- -------- -------- --------
46,195 19,158 54,707 14,573
Other Revenue
Rental, storage and
leases 804 804 777 777
Service labor 991 991 860 860
Service charges 163 163 227 227
Miscellaneous 217 217 481 481
-------- -------- -------- --------
$ 48,370 $ 21,333 44.1 $ 57,052 $ 16,918 29.7
======== ======== ======== ========
All Star Gas Corporation
Consolidated Schedules of General and Administrative Expenses
Years Ended June 30, 2002 and 2001
(In Thousands)
2002 2001
------------------ ------------
Salaries and commissions $ 8,892 $ 8,520
Transportation 1,125 1,372
Office, telephone and utilities 751 813
Taxes and licenses other than payroll and income 353 444
Rent and maintenance of building and equipment 1,316 1,456
Payroll taxes and employee benefits 1,393 1,539
Insurance and liability claims 1,616 901
Travel and entertainment 259 372
Professional fees 607 366
Advertising 189 269
Miscellaneous 504 317
------------ ------------
$ 17,005 $ 16,369
============ ============
Independent Accountants' Report on Financial Statement Schedule
Board of Directors and Stockholders
All Star Gas Corporation
Lebanon, Missouri
In connection with our audit of the consolidated financial statements of All
Star Gas Corporation for each of the three years in the period ended June 30,
2002, we have also audited the accompanying financial statement schedule of
valuation and qualifying accounts. This financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express an
opinion on this financial statement schedule based on our audits of the basic
consolidated financial statements. The schedule is presented for purposes of
complying with the Securities and Exchange Commission's rules and regulations
and is not a required part of the consolidated financial statements.
In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic consolidated financial statements taken as a
whole, presents fairly, in all material respects, the information required to be
included therein.
/s/ BKD, LLP
Springfield, Missouri
September 6, 2002
Schedule II - Valuation and Qualifying Accounts
Years Ended June 30, 2002, 2001 and 2000
(In Thousands)
Balance at Charges to Amount Balance at
Beginning Costs and Written End of
Description of Year Expenses Off Other Year
- ------------------------------- ------------------- ------------------ --------------- --------------- ----------------
Valuation accounts
deducted from
assets to which
they apply - for
doubtful accounts
receivable
June 30, 2002 $250 $164 $178 $0 (A) $158
$ (78)(B)
June 30, 2001 $300 $341 $391 $1 (A) $250
$ (1)(B)
June 30, 2000 $526 $464 $369 $1 (A) $300
$ (322)(B)
(A) Allowance for doubtful accounts receivable established with respect to the
acquisition of retail service centers.
(B) Related to accounts receivable which were sold in conjunction with the
disposition of retail service centers.