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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2002
Commission File Number 1-6537-3
ALL STAR GAS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
MISSOURI 43-1494323
------------------------------- -------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
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)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes No X
--- ---
Number of Shares of outstanding common stock (one class only) as of February 19,
2003 was 1,586,891.
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PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements
ALL STAR GAS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands, Except Per Share Amounts)
December 31, 2002
(Unaudited) June 30, 2002
----------- -------------
Assets
Current Assets
Cash $752 $509
Trade receivables - net 3,953 2,488
Current portion of note receivable 146 146
Inventories 2,371 2,158
Prepaid expenses 1,374 589
Refundable income taxes 692 --
Deferred income taxes 172 175
Due from related parties 139 30
------------------ --------------
Total Current Assets 9,599 6,095
------------------ --------------
Property, plant and equipment 52,283 51,771
Less accumulated depreciation 25,270 24,691
------------------ --------------
Fixed Assets - Net 27,013 27,080
------------------ --------------
Other Assets
Debt acquisition costs - net 1,478 1,425
Noncompete agreements - net 355 415
Note receivable 3,760 3,839
Other 1,499 1,189
------------------ --------------
Total Other Assets 7,092 6,868
------------------ --------------
Total Assets $43,704 $40,043
================== ==============
2
ALL STAR GAS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands, Except Per Share Amounts)
December 31, 2002
(Unaudited) June 30, 2002
----------- -------------
Liabilities and Stockholders' Equity (Deficit)
Current Liabilities
Checks in process of collection $3,947 $1,684
Current maturities of long-term debt 72,239 70,642
Notes payable to banks 5,740 4,672
Accounts payable 3,491 1,552
Accrued salaries 482 556
Accrued interest 2,733 2,294
Accrued expenses 1,537 741
Customer prepayments 6,076 7,809
Due to related parties 214 67
Income taxes payable -- 652
------------------ ---------------
Total Current Liabilities 96,459 90,669
Long-term debt 5,014 4,937
Deferred income taxes 3,976 3,984
Accrued self-insurance liability 131 193
------------------ ---------------
Total Liabilities 105,580 99,783
------------------ ---------------
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) (3,777) (1,641)
------------------ ---------------
26,038 28,174
Treasury stock, at cost - 12,704,129 shares (87,914) (87,914)
------------------ ---------------
Total Stockholders' Equity (Deficit) (61,876) (59,740)
------------------ ---------------
Total Liabilities and Stockholders'
Equity (Deficit) $43,704 $40,043
================== ===============
See Notes to Condensed Consolidated Financial Statements
3
ALL STAR GAS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS AND SIX MONTHS ENDED DECEMBER 31, 2002 AND 2001
(Unaudited)
(Dollars in Thousands, Except Per Share Amounts)
Three Months Ended Six Months Ended
December 31 December 31
2002 2001 2002 2001
---- ---- ---- ----
Operating revenue $15,585 $14,556 $22,821 $22,201
Cost of product sold 9,482 8,257 13,453 12,983
------------ ------------ -------------- ------------
Gross Profit 6,103 6,299 9,368 9,218
------------ ------------ -------------- ------------
Operating Costs and Expenses
General and administrative 4,680 4,579 8,672 8,281
Depreciation and amortization 694 883 1,392 1,834
(Gain) loss on sale of assets 12 (145) 9 (75)
Gain on trading activities -- (1) -- (44)
------------ ------------ -------------- ------------
5,386 5,316 10,073 9,996
------------ ------------ -------------- ------------
Operating Income (Loss) 717 983 (705) (778)
------------ ------------ -------------- ------------
Other Expense
Interest expense (407) (410) (728) (867)
Amortization of debt discount (983) (923) (1,957) (1,838)
------------ ------------ -------------- ------------
(1,390) (1,333) (2,685) (2,705)
------------ ------------ -------------- ------------
Loss Before Income Taxes (673) (350) (3,390) (3,483)
Credit for Income Taxes (249) (127) (1,254) (1,278)
------------ ------------ -------------- ------------
Net Loss $(424) $(223) $(2,136) $ (2,205)
============ ============ ============== ============
Basic and Diluted Loss Per Common Share
$(.27) $(.14) $(1.35) $(1.39)
============ ============ ============== ============
See Notes to Condensed Consolidated Financial Statements.
4
ALL STAR GAS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED DECEMBER 31, 2002 AND 2001
(Unaudited)
(Dollars in Thousands)
2002 2001
------------- --------------
Cash Flows From Operating Activities
Net loss $(2,136) $(2,205)
Items not requiring (providing) cash
Depreciation 1,332 1,409
Amortization 2,016 2,262
(Gain) loss on sale of retail service centers and other assets 9 (75)
Gain on forward and futures contracts -- (44)
Deferred income taxes (5) (1,318)
Changes In:
Trade receivables (1,465) (1,372)
Inventories (213) (263)
Prepaid expense and other (1,387) (259)
Accounts payable 1,939 2,877
Customer prepayments (1,733) (3,417)
Accrued expenses 1,099 314
Income taxes payable/refundable (1,344) (960)
------------- --------------
Net cash used in operating activities (1,888) (3,051)
------------- --------------
Cash Flows From Investing Activities
Purchase of property and equipment (902) (1,870)
Acquisition of retail service centers -- (123)
Proceeds from sales of property and equipment 167 150
Disposal of retail service centers -- 1,988
------------- --------------
Net cash provided by investing activities (735) 145
------------- --------------
Cash Flows From Financing Activities
Increase in checks in process of collection 2,263 1,806
Advances from related parties 38 1,501
Proceeds on notes payable to banks 1,544 4,489
Principal payments on notes payable to banks (476) (1,722)
Principal payments on other long-term debt (503) (2,043)
------------- --------------
Net cash provided by financing activities 2,866 3,031
------------- --------------
INCREASE IN CASH 243 125
CASH, BEGINNING OF PERIOD 509 509
------------- --------------
CASH, END OF PERIOD $752 $634
============= ==============
See Notes to Condensed Consolidated Financial Statements
5
ALL STAR GAS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE AND SIX MONTHS ENDED DECEMBER 31, 2002 AND 2001
(Unaudited)
(1) BASIS OF PRESENTATION
All Star Gas Corporation (the "Company") was founded in 1963 and through
its subsidiaries has been in operation for over 39 years. The Company is
engaged primarily in the retail marketing of propane and propane related
appliances, supplies and equipment to residential, agricultural and
commercial customers.
The accompanying unaudited condensed consolidated financial statements
contain, in the opinion of Management, all adjustments necessary to present
fairly the Company's consolidated financial position as of December 31,
2002, and the consolidated results of its operations and cash flows for the
periods ended December 31, 2002 and 2001. All such adjustments are of a
normal recurring nature.
These financial statements should be read in conjunction with the Company's
audited consolidated financial statements as of June 30, 2002, and the
notes thereto included in the Form 10-K as filed with the United States
Securities and Exchange Commission as disclosure which would substantially
duplicate the disclosure contained in that document has been omitted. The
condensed consolidated balance sheet of the Company as of June 30, 2002 has
been derived from the audited consolidated balance sheet of the Company as
of that date.
Certain reclassifications have been made to the condensed consolidated
balance sheet as of June 30, 2002 to conform to the balance sheet
presentation as of December 31, 2002. These reclassifications had no effect
on net earnings.
Due to the seasonal nature of the Company's business, the results of
operations for the three and six months ended December 31, 2002 and 2001
are not necessarily indicative of the results to be expected for the full
year.
The report of BKD, LLP commenting upon their review accompanies the
condensed consolidated financial statements included in Item 1 of Part I.
(2) MANAGEMENT'S CONSIDERATION OF GOING CONCERN MATTERS
The Company has suffered recurring losses from operations and 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 9% Subordinated
Debentures due 2007. The Company has made cash deposits with some of its
major propane suppliers to maintain them as supply sources.
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 previously entered
6
into a workout plan with the IRS for payment of the tax obligation. At
December 31, 2002, the remaining balance of this liability, which consists
of only penalties and interest charges, is approximately $255,000. The
Company has stopped making scheduled payments and has recently requested
that the IRS waive these amounts. The IRS has issued a notice of default.
The Company is waiting for a decision on the request for waiver.
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 strategies
involving debt and equity restructurings, securing additional financing and
asset sales 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.
(3) SELF-INSURANCE AND CONTINGENCIES
Under the Company's current insurance program, the Company's comprehensive
general and employers liability coverage and excess liability policy
provides for losses of up to $75 million. The primary 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 Company and its subsidiaries are defendants in various lawsuits related
to the self-insurance program, which presently are not expected to have a
material adverse effect on the Company's financial position or results of
operations.
The Company and its subsidiaries are involved in other various federal and
state tax audits, which presently are not expected to have a material
adverse effect on the Company's financial position or results of
operations.
(4) FUTURES AND FORWARD CONTRACTS
The Company routinely makes 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 December 31, 2002, the Company had
outstanding commitments to purchase approximately 2.5 million gallons of
liquefied propane (LP) gas for approximately $1.1 million. The Company had
no outstanding commitments to sell LP gas at December 31, 2002.
The Company periodically uses commodity futures contracts to reduce the
risk of price fluctuations for liquefied propane (LP) gas purchase and sale
commitments. As of December 31, 2002 the Company had no open positions on
commodity futures contracts.
7
(5) LOSS PER COMMON SHARE
Loss per common share is computed by dividing the net loss for the three
and six month periods by the average number of common shares and, except
where anti-dilutive, common share equivalents outstanding, if any. Common
share equivalents outstanding as of December 31, 2002 and 2001 consisted of
stock options and common stock purchase warrants which are anti-dilutive at
those dates and were excluded from the computation of loss per share. The
weighted average number of common shares outstanding used in the
computation of loss per common share was 1,586,891 for each of the periods
ended December 31, 2002 and 2001, respectively.
(6) ADDITIONAL CASH FLOW INFORMATION (In Thousands)
Additional Cash Payment Information 2002 2001
----------------------------------- ---- ----
Interest Paid $289 $1,888
Income Taxes Paid $96 $1,302
Noncash Investing and Financing Activities
------------------------------------------
Purchase contract obligations incurred on the
acquisition of retail service centers -- $1,792
Notes receivables from sale of retail service
centers -- $1,234
Mortgage and lease obligations incurred for
purchase of property and equipment $539 $364
(7) SENIOR SECURED NOTES AND SUBORDINATED DEBENTURES
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").
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 are included in current liabilities at December 31, 2002.
8
(8) SUBSEQUENT EVENT
On February 3, 2003, the Company completed a short-term financing agreement
with lenders represented by Madeleine LLC, as Agent, which provided $3
million in funds to the Company for the purchase of propane from specified
suppliers and payment of costs of issuance of the debt. The agreement bears
interest at 12.25% per annum, payable monthly, and matures on April 30,
2003. Providing no events of default occur, a portion of the interest equal
to 2.5% per annum on the debt, will be capitalized and added to the
outstanding principal balance and the interest otherwise payable in cash
will be reduced by the amount of interest capitalized.
The debt is secured by a first or second collateral interest in
substantially all of the assets of the Company and is guaranteed by the
Company's principal stockholder. In connection with the agreement, the
Company is required to maintain certain financial and other conditions and
covenants.
Concurrent with execution of the financing agreement, the Company's
majority stockholders entered into a voting agreement with the Company and
the Agent. The voting agreement restricts the ability of the stockholders
to transfer or encumber their stock and to vote their stock in other than a
specified manner with respect to certain matters specified in the agreement
without the prior written consent of the Agent.
9
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Financial Condition, Liquidity and Capital Resources
- ----------------------------------------------------
The following table is presented as a measure of the Company's liquidity and
financial condition (in thousands).
December 31 June 30
2002 2001 2002 2001
---- ---- ---- ----
Total long-term debt (including current
maturities and notes payable to
banks) $ 82,993 $78,587 $80,251 $ 75,198
Working Capital (deficit) $(86,860) $ (86,073) $ (84,574) $ (32,302)
Current Ratio .10 .09 .05 .16
During the six months ended December 31, 2002, the Company's incurred $750,000
of additional bank debt for working capital purposes and $1.4 in amortization of
debt discounts which was offset by principal repayments on its mortgage
obligations and other notes payable to banks.
The changes in working capital and the resulting effects on the current ratio
are due principally to the balance of the Senior Notes and the Subordinated
Debentures and their classification as current at December 31, 2002 and 2001 and
June 30, 2002.
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 commitments to product purchases program and
marketing programs to its customers. Customer prepayments related to the program
decreased $715,000 for the six months ended December 31, 2002 compared to the
same period in 2001.
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"). 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
are included in current liabilities at December 31, 2002. The holders of the
Senior Notes and the Subordinated Debentures have not accelerated the balance
due as of February 19, 2003.
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
10
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.
As described in Note 8 to the condensed consolidated financial statements, on
February 3, 2003, the Company completed a short term financing agreement with
lenders represented by Madeleine LLC, as Agent, which provided $3 million in
funds to the Company.
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 previously entered into a workout plan with the
IRS for payment of the tax obligation. At December 31, 2002, the remaining
balance of this liability, which consists of only penalties and interest
charges, is approximately $255,000. The Company has stopped making scheduled
payments and has recently requested that the IRS waive these amounts. The IRS
has issued a notice of default. The Company is waiting for a decision on the
request for waiver.
Results of Operations
Due to the seasonal nature of its business, the Company usually realizes an
operating loss the first quarter and operating income for the second quarter.
Operating revenues for a particular quarter are not necessarily indicative of a
full fiscal year's operations because of the seasonal element. Other expense
items such as depreciation and general and administrative expenses, however,
generally continue on a more annualized basis.
The following table presents additional operating data for the periods ended
December 31, 2002 and 2001 and the year ended June 30, 2002 (in thousands).
Three Months Ended Six Months Ended Year Ended
12/31/02 12/31/01 12/31/02 12/31/01 6/30/02
-------- -------- -------- -------- -------
Revenues:
Propane $14,021 $ 12,978 $20,129 $ 19,762 $ 43,942
Gas systems, appliances
and other fuels 629 696 1,101 1,169 2,253
Other 935 882 1,591 1,270 2,175
Gross Profit:
Propane 5,009 5,231 7,443 7,625 18,402
Gas systems, appliances
and other fuels 225 277 400 414 756
Other 869 791 1,525 1,179 2,175
11
Volumes. Retail volumes of propane sold increased 7% and 4% in the three and six
months ended December 31, 2002, respectively, compared to the same periods ended
December 31, 2001.
Revenues. Operating revenues increased 7% and 3% during the three and six months
ended December 31, 2002 compared to the same periods in 2001. Retail sales
prices per gallon decreased 2% in the six months ended December 31, 2002
compared to 2001. Other sales increased while gas systems, appliances and other
fuels, decreased as indicated in the table above.
Cost of product and gross profit. Cost of product sold increased in the three
and six month periods compared to the same periods in 2001 due to the increase
in volumes discussed above. There was also a 1% increase in the average cost per
gallon sold for the six months ended December 31, 2002 compared to the same
period in 2001.
The Company's gross profit decreased in the three months ended December 31, 2002
and increased in the six months ended December 31, 2002 compared to the same
periods in 2001. This is primarily due to the changes in margins per gallon
experienced by the Company.
General and administrative expense. General and administrative expense for the
three and six months ended December 31, 2002 increased $101,000 and $391,000,
respectively, over the same periods in 2001. Occupancy expenses increased
$128,000 and $285,000, respectively, for the three and six months ended December
31, 2002 compared to the same periods in 2001 primarily due to the increased
rent expense in conjunction with a sale-lease back transaction agreement entered
into by the Company in February 2002. There were no other significant changes
occurring in any individual expense category.
Depreciation and amortization. Depreciation and amortization expense for the
three and six months ended December 31, 2002 decreased over the same periods in
2001 mainly due to the divestiture of six retail service centers during the six
months ended December 31, 2001.
Interest expense. Interest expense for the three and six months ended December
31, 2002 decreased $3,000 and $139,000, respectively, primarily due to the
reduction or elimination of certain mortgages.
Impact of Recent Accounting Pronouncements
The Financial Accounting Standards Board (FASB) 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. The
Company adopted SFAS 142 during the quarter ended September 30, 2002. The
adoption of SFAS 142 had no initial effect on the Company's financial
statements.
The FASB also 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
12
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 adopted SFAS 144 during the quarter ended
September 30, 2002. The adoption of SFAS 144 had no initial effect on the
Company's financial statements.
Item 3. Controls and Procedures
(a) The Company maintains disclosure controls and procedures as defined in Rule
13a - 14(c) of the Securities and Exchange Act of 1934 that are designed to
ensure that information required to be disclosed in the Company's Exchange
Act reports is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms, and that such information
is accumulated and communicated to the Company's management, including its
Chief Executive Officer and Chief Financial Officer, as appropriate, to
allow timely decisions regarding required disclosure.
Within 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and with the participation of the
Company's management, including the Company's Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the design and operation
of the Company's disclosure controls and procedures. Based on the
foregoing, the Company's Chief Executive Officer and Chief Financial
Officer concluded that the Company's disclosure controls and procedures
were effective.
(b) There have been no significant changes in the Company's internal controls
or in other factors that could significantly affect the internal controls
subsequent to the date the Company completed its evaluation.
13
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings
Reference is made to Note 3 of the Condensed Consolidated Financial Statements.
Items 2, 3, 4
No information is reportable under these sections
Item 5. Other Information
During the month of January 2003, the Company's two outside directors and
Kristin L. Lindsey resigned from the Board of Directors.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
--------
10.6 First Supplement to the Indenture and Financing Agreement
99.1 CEO certification pursuant to Section to Section 906 of the
Sarbanes-Oxley Act of 2002
99.2 CFO certification pursuant to Section to Section 906 of the
Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K
-------------------
None
Reviewed by Independent Certified Public Accountants
The December 31, 2002 financial statements included in this filing on Form 10-Q
have been reviewed by BKD, LLP, Independent Certified Public Accountants, in
accordance with established professional standards and procedures for such a
review. The report of BKD, LLP commenting upon their review is appended hereto.
14
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
All Star Gas Corporation
Signature and Title Date
/s/ Paul S. Lindsey, Jr. February 19, 2003
- ------------------------- -----------------
Paul S. Lindsey, Jr.
President and Chief Executive Officer
/s/ Kirk Wiles February 19, 2003
- --------------- -----------------
Kirk Wiles
Chief Financial Officer
15
Certification of the Principal Executive Officer
(Section 302 of the Sarbanes-Oxley Act of 2002)
I, Paul S. Lindsey, certify that:
1. I have reviewed this quarterly report on Form 10-Q of All Star Gas
Corporation (the "registrant");
2. Based on my knowledge, this quarterly 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 quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report.
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
/s/ Paul S. Lindsey, Jr. February 19, 2003
- ------------------------- -----------------
Paul S. Lindsey, Jr.
President and Chief Executive Officer
16
Certification of the Principal Financial Officer
(Section 302 of the Sarbanes-Oxley Act of 2002)
I, Kirk Wiles, certify that:
1. I have reviewed this quarterly report on Form 10-Q of All Star Gas
Corporation (the "registrant");
2. Based on my knowledge, this quarterly 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 quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report.
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
/s/ Kirk Wiles February 19, 2003
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Kirk Wiles
Chief Financial Officer
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