<PAGE>
United States Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-K/A
Amendment No.1 to 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, 1998
Commission file Number 1-12499
CORNERSTONE PROPANE PARTNERS, L.P.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 77-0439862
- -------------------------------- -------------------
(State or other jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
432 Westridge Drive, Watsonville, California 95076
- ---------------------------------------------- ------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (831) 724-1921
Securities registered pursuant to Section 12(b) of the Act.
Title of Each Class Name of Each Exchange on which Registered
-------------------------------- -----------------------------------------
Common Units New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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 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 III of this Form 10-K or any amendment to this
Form 10-K. /X/
The aggregate market value of the 13,283,980 common units held by nonaffiliates
of the Registrant as of the close of business on September 25, 1998, is:
$254,100,000.
Documents Incorporated by Reference
None
The undersigned registrant hereby amends Part I, Item 1, Part III, Item 11,
and Part IV, Item 14 of its Form 10-K filed with the Securities and Exchange
Commission on September 28, 1998 by filing this Amendment No. 1 to Form 10-K
for the fiscal year ended June 30, 1998.
<PAGE>
PART I
ITEM 1. BUSINESS.
GENERAL
Cornerstone Propane Partners, L.P. ("Cornerstone Partners"), and its
subsidiary, Cornerstone Propane, L.P. ("the Operating Partnership"), were
organized in October 1996 and November 1996, respectively, as Delaware
limited partnerships. Cornerstone Propane GP, Inc. (the "Managing General
Partner") and SYN Inc. (the "Special General Partner" and, collectively with
the Managing General Partner, the "General Partners") are the general
partners of Cornerstone Partners and the Operating Partnership. The General
Partners own an aggregate 2% interest as general partners, and the
Unitholders (including the General Partners as holders of Subordinated Units)
own a 98% interest as limited partners, in Cornerstone Partners and the
Operating Partnership on a combined basis. Cornerstone Partners, the
Operating Partnership and its corporate subsidiary are referred to
collectively herein as the "Partnership."
The Partnership was formed in 1996 to acquire, own and operate the
propane businesses and assets of SYN, Inc. and its subsidiaries ("Synergy")
and Empire Energy Corporation and its subsidiaries ("Empire Energy")
(formerly subsidiaries of Northwestern Growth Corporation ("Northwestern
Growth")) and CGI Holdings, Inc. and its subsidiaries ("Coast"). Northwestern
Growth is a wholly owned subsidiary of Northwestern Corporation ("NOR"), a
New York Stock Exchange-listed national consumer services company.
Northwestern Growth was formed in 1994 to pursue and manage nonutility
investments and development activities for NOR, with a primary focus on
growth opportunities in the energy, energy equipment and energy services
industries. To capitalize on the growth and consolidation opportunities in
the propane distribution market, in August 1995, Northwestern Growth acquired
the predecessor of Synergy, then the sixth largest retail marketer of propane
in the United States and, in October 1996, it acquired Empire Energy, then
the eighth largest retail marketer of propane in the United States.
Immediately prior to the Partnership's initial public offering ("IPO") of
Common Units in December 1996, Northwestern Growth acquired Coast, then the
18th largest retail marketer of propane in the United States. The Partnership
commenced operation on December 17, 1996, concurrently with the closing of
the IPO, when substantially all of the assets and liabilities of Synergy,
Empire Energy and Coast were contributed to the Operating Partnership.
Information in this Form 10-K related to the pro forma year ended June 30,
1997, reflects a full year of activity for the three predecessor companies,
as if the Partnership had been in operation on July 1, 1996.
The Partnership believes that it is the fifth largest retail marketer of
propane in the United States in terms of volume, serving more than 380,000
residential, commercial, industrial and agricultural customers from 282
customer service centers in 27 states as of June 30, 1998. The Partnership's
operations are concentrated in the east coast, south-central and west coast
regions of the United States. For the year ended June 30, 1998, the
Partnership had retail propane sales of approximately 235 million gallons.
<PAGE>
The Partnership is principally engaged in (i) the retail distribution of
propane for residential, commercial, industrial, agricultural and other
retail uses, (ii) the wholesale marketing and distribution of propane,
natural gas liquids and crude oil to the retail propane industry, the
chemical and petrochemical industries and other commercial and agricultural
markets, (iii) the repair and maintenance of propane heating systems and
appliances and (iv) the sale of propane-related supplies, appliances and
other equipment.
The retail propane business is a "margin-based" business in which gross
profits depend on the excess of sales prices over propane supply costs. Sales
of propane to residential and commercial customers, which account for the
vast majority of the Partnership's revenue, have provided a relatively stable
source of revenue for the Partnership. Based on fiscal 1998 retail propane
gallons sold, the customer base consisted of 57% residential, 23% commercial
and industrial and 20% agricultural and other customers. Sales to residential
customers have generally provided higher gross margins than other retail
propane sales. While commercial propane sales are generally less profitable
than residential retail sales, the Partnership has traditionally relied on
this customer base to provide a steady, noncyclical source of revenues. No
single customer accounted for more than 1% of total revenues.
The Partnership's wholesale operations engage in the marketing of propane
to independent dealers, major interstate marketers and the chemical and
petrochemical industries. The Partnership participates to a lesser extent in
the marketing of other natural gas liquids, the processing and marketing of
natural gas and the gathering of crude oil. The Partnership either owns or
has contractual rights to use transshipment terminals, rail cars, long-haul
tanker trucks, pipelines and storage capacity. The Partnership believes that
its wholesale marketing and processing activities position it to achieve
product cost advantages and to avoid shortages during periods of tight supply
to an extent not generally available to other retail propane distributors.
PRODUCT
Propane, a by-product of natural gas processing and petroleum refining,
is a clean-burning energy source recognized for its transportability and ease
of use relative to alternative stand-alone energy sources. The retail propane
business of the Partnership consists principally of transporting propane to
its retail distribution outlets and then to tanks located on its customers'
premises. Retail propane use falls into four broad categories: (i)
residential, (ii) industrial and commercial, (iii) agricultural and (iv)
other applications, including motor fuel sales. Residential customers use
propane primarily for space and water heating. Industrial customers use
propane primarily as fuel for forklifts and stationary engines, to fire
furnaces, as a cutting gas, in mining operations and in other process
applications. Commercial customers, such as restaurants, motels, laundries
and commercial buildings, use propane in a variety of applications, including
cooking, heating and drying. In the agricultural market, propane is primarily
used for tobacco curing, crop drying, poultry brooding and weed control.
Other retail uses include motor fuel for cars and trucks, outdoor cooking and
other recreational purposes, propane resales and sales to state and local
governments. In its wholesale
<PAGE>
operations, the Partnership sells propane principally to large industrial
customers and other propane distributors.
Propane is extracted from natural gas or oil wellhead gas at processing
plants or separated from crude oil during the refining process. Propane is
normally transported and stored in a liquid state under moderate pressure or
refrigeration for ease of handling in shipping and distribution. When the
pressure is released or the temperature is increased, it is usable as a
flammable gas. Propane is colorless and odorless; an odorant is added to
allow its detection. Like natural gas, propane is a clean burning fuel and is
considered an environmentally preferred energy source.
SOURCES OF SUPPLY
The Partnership's propane supply is purchased from oil companies and
natural gas processors at numerous supply points located in the United States
and Canada. During the year ended June 30, 1998, virtually all of the
Partnership's propane purchases of its propane supply was purchased pursuant
to agreements with terms of less than one year, but the percentage of
contract purchases may vary from year to year as determined by the
Partnership. Supply contracts generally provide for pricing in accordance
with posted prices at the time of delivery or the current prices established
at major delivery points. Most of these agreements provide maximum and
minimum seasonal purchase guidelines. In addition, the Partnership makes
purchases on the spot market from time to time to take advantage of favorable
pricing. The Partnership receives its supply of propane predominantly through
railroad tank cars and common carrier transport.
Supplies of propane from the Partnership's sources historically have been
readily available. In the year ended June 30, 1998, Dynegy was the
Partnership's largest supplier providing approximately 9% of the
Partnership's total propane supply for its retail and wholesale operations
(excluding propane obtained from the Partnership's natural gas processing
operations). The Partnership believes that if supplies from Dynegy were
interrupted, it would be able to secure adequate propane supplies from other
sources without a material disruption of its operations. No single supplier
provided more than 10% of the Partnership's domestic propane supply in the
year ended June 30, 1998. Although no assurance can be given that supplies of
propane will be readily available in the future, the Partnership expects a
sufficient supply to continue to be available. The Partnership has not
experienced a shortage that has prevented it from satisfying its customer's
need and does not foresee any significant shortage in the supply of propane.
The Partnership will engage in hedging of product cost and supply through
common hedging practices. These practices will be monitored and maintained by
management for the Partnership on a daily basis. Hedging of product cost and
supply does not always result in increased margins.
<PAGE>
The market price of propane is subject to volatile changes as a result of
supply or other market conditions over which the Partnership will have no
control. Since it may not be possible to pass rapid increases in the
wholesale cost of propane on to customers immediately, such increases could
reduce the Partnership's gross profits. Consequently, the Partnership's
profitability will be sensitive to changes in wholesale propane prices. The
Partnership engages in hedging of product cost and supply through common
hedging practices. The Partnership also engages in the trading of propane,
natural gas, crude oil and other commodities in amounts that have not had and
are not expected to have a material effect on the Partnership's financial
condition or results of operations.
The Partnership has from time to time leased space in storage facilities
to take advantage of supply purchasing opportunities as they have occurred,
and the Partnership believes that it will have adequate third party storage
to take advantage of such opportunities in the future. Access to storage
facilities will allow the Partnership, to the extent it may deem it
desirable, to buy and store large quantities of propane during periods of low
demand, which generally occur during the summer months, thereby helping to
ensure a more secure supply of propane during periods of intense demand or
price instability.
OPERATIONS
The Partnership has organized its operations in a manner that the
Partnership believes enables it to provide excellent service to its customers
and to achieve maximum operating efficiencies. The Partnership's retail
propane distribution business is organized into regions. Each region is
supervised by a regional manager. 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 Partnership'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 Partnership's primary
retail service centers is equipped with a computer connected to the central
management information system in the Partnership's corporate headquarters.
This computer network system provides retail company personnel with accurate
and timely information on supply cost, inventory and customer accounts. The
Partnership makes centralized purchases of propane through its wholesale
division for resale to the retail service centers enabling the Partnership 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.
<PAGE>
TRADEMARKS
The Partnership utilizes a variety of trademarks, including "Synergy Gas"
and its related design, which the Partnership owns, and "Empire Gas" and its
related design, which the Partnership has the right to use, and trade names,
including "Coast Gas." The Partnership generally expects to retain the names
and identities of acquired entities, which the Partnership believes preserves
the goodwill of the acquired businesses and promotes continued local customer
loyalty. The Partnership regards its trademarks, trade names and other
proprietary rights as valuable assets and believes that they have significant
value in the marketing of its products.
SEASONALITY
Because a substantial amount of propane is sold for heating purposes, the
severity of winter and resulting residential and commercial heating usage
have an important impact on the Partnership's earnings. Approximately
two-thirds of the Partnership's retail propane sales usually occur during the
six-month heating season from October through March. As a result of this
seasonality, the Partnership's sales and operating profits are concentrated
in its second and third fiscal quarters. Cash flows from operations, however,
are greatest from November through April when customers pay for propane
purchased during the six-month peak season. To the extent the Managing
General Partner deems appropriate, the Partnership may reserve cash from
these periods for distribution to Unitholders during periods with lower cash
flows from operations. Sales and profits are subject to variation from month
to month and from year to year, depending on temperature fluctuations.
COMPETITION
Based upon information provided by the Energy Information Administration,
propane accounts for approximately three to four percent of household energy
consumption in the United States. Propane competes primarily with natural
gas, electricity and fuel oil as an energy source, principally on the basis
of price, availability and portability. Propane is more expensive than
natural gas on an equivalent BTU basis in locations served by natural gas,
but serves as a substitute for natural gas in rural and suburban areas where
natural gas is unavailable or portability of product is required.
Historically, the expansion of natural gas into traditional propane markets
has been inhibited by the capital costs required to expand pipeline and
retail distribution systems. Although the extension of natural gas pipelines
tends to displace propane distribution in areas affected, the Partnership
believes that new opportunities for propane sales arise as more
geographically remote neighborhoods are developed. Propane is generally less
expensive to use than electricity for space heating, water heating, clothes
drying and cooking. Although propane is similar to fuel oil in certain
applications and market demand, propane and fuel oil compete to a lesser
extent primarily because of the cost of converting from one to the other.
<PAGE>
In addition to competing with alternative energy sources, the Partnership
competes with other companies engaged in the retail propane distribution
business. Competition in the propane industry is highly fragmented and
generally occurs on a local basis with other large full-service multi-state
propane marketers, thousands of smaller local independent marketers and farm
cooperatives. Based on industry publications, the Partnership believes that
the domestic retail market for propane is approximately 9.2 billion gallons
annually, that the 10 largest retailers, including the Partnership, account
for approximately 33% of the total retail sales of propane in the United
States, and that no single marketer has a greater than 10% share of the total
retail market in the United States. Most of the Partnership's customer
service centers compete with five or more marketers or distributors. Each
customer service center operates in its own competitive environment, because
retail marketers tend to locate in close proximity to customers. The
Partnership's customer service centers generally have an effective marketing
radius of approximately 25 to 50 miles, although in certain rural areas the
marketing radius may be extended by a satellite storage location.
The ability to compete effectively further depends on the reliability of
service, responsiveness to customers and the ability to maintain competitive
prices. The Partnership also believes that its service capabilities and
customer responsiveness differentiate it from many of these smaller
competitors. The Partnership's employees are on call 24 hours a day and seven
days a week for emergency repairs and deliveries.
The wholesale liquefied petroleum gas (LPG) business, which includes
propane, is highly competitive. For the year ended June 30, 1998, the
Partnership's wholesale LPG operations accounted for 68% of total revenue but
less than 13% of the gross profit. The Partnership believes that its
wholesale business provides it with a national presence and a reasonably
secure, efficient supply base, and positions it well for expansion through
acquisitions or start-up operations in new markets.
RISKS OF BUSINESS
The Partnership'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 Partnership's comprehensive general and excess liability policy
provides coverage for losses of up to $99.0 million with a $50,000
self-insured retention.
REGULATION
The Partnership's operations are subject to various federal, state and
local laws governing the transportation, storage and distribution of propane,
occupational health and safety, and other matters. All states in which the
Partnership 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.
Certain municipalities
<PAGE>
prohibit the below ground installation of propane furnaces and appliances,
and certain states are considering the adoption of similar regulations. The
Partnership cannot predict the extent to which any such regulations might
affect the Partnership, but does not believe that any such effect would be
material. It is not anticipated that the Partnership will be required to
expend material amounts by reason of environmental and safety laws and
regulations, but inasmuch as such laws and regulations are constantly being
changed, the Partnership is unable to predict the ultimate cost to the
Partnership of complying with environmental and safety laws and regulations.
The Partnership 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. All employees have participated or will
participate within 90 days of their employment date, in hazardous materials
training. The Partnership 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.
PERSONNEL
As of September 25, 1998, the Partnership had 2,000 full-time employees,
of whom 106 were general and administrative and 1,894 were operational
employees. Fewer than 100 of the Partnership employees were represented by
labor unions. The Partnership believes that its relations with its employees
are satisfactory. The Partnership generally hires seasonal workers to meet
peak winter demand.
BUSINESS STRATEGY
The principal elements of the Partnership's business strategy are to (i)
extend and refine its existing service orientation, (ii) continue to pursue
balanced growth through small and large acquisitions, internal growth at its
existing customer service centers and start-ups of new customer service
centers, (iii) enhance the profitability of its existing operations by
integrating the operations of its predecessors, implementing
entrepreneurially oriented local manager incentive programs, where
appropriate, and continuing to centralize administrative systems and (iv)
capitalize on the Partnership's national wholesale supply and logistics
business.
ITEM 2. PROPERTIES.
CORPORATE HEADQUARTERS
The principal executive offices of the Partnership are located at 432
Westridge Drive, Watsonville, California 95076. These offices are leased
through 2002. The accounting and the day-to-day operations are centralized in
Lebanon, Missouri. These offices are leased through 2006.
<PAGE>
RETAIL/CUSTOMER SERVICE CENTERS
The Partnership leases retail service centers and administrative office
space under noncancelable operating leases expiring at various times through
2008. These leases generally contain renewal options and require the
Partnership to pay all executory costs (property taxes, maintenance and
insurance). As of June 30, 1998, the Partnership operated 282 customer
service centers.
As of June 30, 1998, the Partnership operated bulk storage facilities
with total propane storage capacity of approximately 15 million gallons, of
which 3 million gallons is owned by the Partnership and 12 million gallons
are leased. The Partnership does not own, operate or lease any underground
propane storage facilities (excluding customer and local distribution tanks)
or pipeline transportation assets (excluding local delivery systems).
DISTRIBUTION
The Partnership 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 Partnership's
retail service centers, each of which has gas bulk storage capacity ranging
from 30,000 to 120,000 gallons. The Partnership is a shipper on all major
interstate LPG pipeline systems. The retail service centers have an aggregate
storage capacity of approximately 17 million gallons of propane, and each
service center has equipment for transferring the gas into and from the bulk
storage tanks. The Partnership owns and operates 43 over-the-road tractors
and 47 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 approximately 760 bobtail
trucks and approximately 900 other delivery and service vehicles owned by the
Partnership. 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 Partnership's
residential and commercial customers are owned by the Partnership and leased,
rented or loaned to customers. The Partnership owned approximately 400,000 of
these customer storage tanks.
ITEM 3. LEGAL PROCEEDINGS.
A number of personal injury, property damage and products liability suits
are pending or threatened against the Partnership. In general, these lawsuits
have arisen in the ordinary course of the Partnership's business and involve
claims for actual damages, and in some cases punitive damages, arising from the
alleged negligence of the Partnership or as a result of product defects or
similar matters. Of the pending or threatened matters, a number involve property
damage, and several involve serious personal injuries or deaths and the claims
made are for relatively large amounts. Although any litigation is inherently
uncertain, based on past
<PAGE>
experience, the information currently available to it and the availability of
insurance coverage, the Partnership does not believe that these pending or
threatened litigation matters will have a material adverse effect on its
results of operations or its financial condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF UNITHOLDERS.
No matters were submitted to a vote of unit holders by the Partnership
during the fourth quarter of the fiscal year covered by this report.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED UNITHOLDER MATTERS.
Cornerstone Propane Partners, L.P. Common Units are traded on the New
York Stock Exchange under the symbol CNO. The high and low trading prices for
the following quarters were:
<TABLE>
<CAPTION>
Fiscal Year 1998 High Low
- ----------------- ---- ---
<S> <C> <C>
Quarter ended September 30 23 7/8 21 1/16
Quarter ended December 31 23 15/16 22 1/4
Quarter ended March 31 23 3/8 20 1/2
Quarter ended June 30 22 15/16 21
Fiscal Year 1997
- ----------------
Quarter ended March 31 $22 3/8 $20 7/8
Quarter ended June 30 22 1/8 19 3/4
</TABLE>
As of September 25, 1998, there were approximately 13,284,000 holders of
Common Units, including individual participants in security position listings.
There is no established public trading market for the Subordinated Units,
all of which are held by the Managing General Partner and the Special General
Partner.
<PAGE>
The Partnership will distribute to its partners, on a quarterly basis,
all of its Available Cash, which is generally all cash on hand at the end of
a quarter, as adjusted for reserves. The Managing General Partner has broad
discretion in making cash disbursements and establishing reserves. The
Partnership intends, to the extent there is sufficient Available Cash, to
distribute to each holder of Common Units at least $.54 per Common Unit per
quarter (the "Minimum Quarterly Distribution") or $2.16 per Common Unit on an
annualized basis.
To enhance the Partnership's ability to make the Minimum Quarterly
Distribution on the Common Units during the Subordination Period, which will
generally extend at least through December 31, 2001, each holder of Common
Units will be entitled to receive the Minimum Quarterly Distribution, plus
any arrearages thereon, before any distributions are made on the outstanding
subordinated limited partner interests of the Partnership (the "Subordinated
Units"). Upon expiration of the Subordination Period, all Subordinated Units
will convert if full distribution to Common Units has occurred for twelve
consecutive quarters and will be on a one-for-one basis and will thereafter
participate pro rata with the other Common Units in distributions of
Available Cash.
For a further discussion of the Partnership's cash distribution policy,
refer to Notes 4 and 7 in the Partnership's Consolidated Financial Statements
included in Item 8 of this report. For a discussion of certain restrictions
under the Partnership's loan agreements that limit the Partnership's ability
to pay cash distributions, refer to "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Liquidity and Capital Resources
- --Financing and Sources of Liquidity" included in Item 7 of this report.
ITEM 6. SELECTED FINANCIAL DATA.
CORNERSTONE
The following table presents selected consolidated operating and balance
sheet data of Cornerstone Propane Partners, L.P. and its subsidiary as of
June 30, 1998 and 1997, and for the year ended June 30, 1998, and the period
from inception (December 17, 1996) to June 30, 1997. The financial data of
the Partnership was derived from the Partnership's audited consolidated
financial statements. The financial data set forth below should be read in
conjunction with the Partnership's consolidated financial statements,
together with the notes thereto, included in Item 8 of this report.
<PAGE>
CORNERSTONE PARTNERS
(IN THOUSANDS, EXCEPT PER UNIT DATA)
<TABLE>
<CAPTION>
Period from
Inception
(December 17,
Year Ended 1996) to
June 30, 1998 June 30, 1997
------------- -------------
<S> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues $ 768,129 $ 389,630
Cost of sales 623,924 315,324
------------- -------------
Gross profit 144,205 74,306
Operating, general and administrative expenses 97,184 50,023
Depreciation and amortization 18,246 8,519
------------- -------------
Operating income 28,775 15,764
Interest expense 19,222 9,944
------------- -------------
Income before provision for income taxes 9,553 5,820
Provision for income taxes 127 64
------------- -------------
Net income $ 9,426 $ 5,756
------------- -------------
------------- -------------
1998 1997
---- ----
BALANCE SHEET DATA:
(As of June 30)
Current assets $ 53,221 $ 50,461
Total assets 572,511 521,193
Current liabilities 51,595 40,942
Long-term debt (including current maturities) 240,938 237,268
Partners' capital 279,594 243,929
OPERATING DATA:
Capital expenditures (including acquisitions) $ 30,096 $ 3,754
EBITDA(a) 47,021 24,283
Income per unit .50 .34
Retail propane gallons sold 235,000 213,700
</TABLE>
<PAGE>
(a) EBITDA consists of net income before depreciation, amortization, interest
and income taxes. EBITDA should not be considered as an alternative to net
income (as an indicator of operating performance) or as an alternative to
cash flow, and it is not a measure of performance or financial condition
under generally accepted accounting principles, but it provides additional
information for evaluating the Partnership's ability to distribute the
Minimum Quarterly Distribution and to service and incur indebtedness. Cash
flows in accordance with generally accepted accounting principles consist
of cash flows from operating, investing and financing activities; cash
flows from operating activities reflect net income (including charges for
interest and income taxes, which are not reflected in EBITDA), adjusted
for noncash charges or income (which are reflected in EBITDA) and changes
in operating assets and liabilities (which are not reflected in EBITDA).
Further, cash flows from investing and financing activities are not
included in EBITDA.
SYNERGY
The financial information set forth below is derived from the audited
financial statements of Synergy. On August 15, 1995, Synergy Group
Incorporated ("SGI"), the predecessor of Synergy, was acquired by Synergy.
The financial information below as of March 31, 1994 and 1995, is derived
from the audited financial statement of SGI. The comparability of financial
matters is affected by the change in ownership of SGI and the concurrent sale
of approximately 25% of SGI's operations to Empire Energy (which at that time
was not related to Synergy). The Statement of Operations Data and the
Operating Data for the four and one-half months ended August 14, 1995,
represent information for the period from the end of the last fiscal year of
SGI until the date of the sale to Synergy, and are presented only to reflect
operations of Synergy for a complete five-year period. The retail propane
gallons sold for all periods presented is derived from the accounting records
of Synergy and SGI and is unaudited. The Selected Historical Financial and
Operating Data below should be read in conjunction with the consolidated
financial statements of Synergy and SGI included in Item 8 of this report.
<TABLE>
<CAPTION>
Synergy Group Incorporated Syn Inc.
------------------------------------------- -------------------------
Four and Ten and Five and
One-Half One-Half One-Half
Months Months Months
Fiscal Year Ended March 31, Ended Ended Ended
-------------------------- August 14, June 30, December 16,
1994 1995 1995 1996 1996
---- ---- -------- ------- ------
(In Thousands)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Revenues $ 133,731 $ 123,562 $ 32,179 $ 96,062 $ 44,066
Cost of product sold 63,498 59,909 15,387 46,187 23,322
Gross profit 70,233 63,653 16,792 49,875 20,744
Depreciation and amortization 5,170 5,100 1,845 3,329 1,904
Operating income (loss) 3,609 (2,291) (6,660) 14,520 3,769
Interest expense 13,126 11,086 3,223 5,584 3,311
Provision (benefit) for income
taxes (400) (84) 31 3,675 298
Net income (loss) (11,615) (13,417) (9,813) 5,261 160
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Synergy Group Incorporated Syn Inc.
------------------------------------------- -------------------------
Four and Ten and Five and
One-Half One-Half One-Half
Months Months Months
Fiscal Year Ended March 31, Ended Ended Ended
-------------------------- August 14, June 30, December 16,
1994 1995 1995 1996 1996
---- ---- -------- ------- ------
(In Thousands)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA
(END OF PERIOD)
Current assets $ 31,149 $ 27,542 $ 21,501 $ 59,027 $ 21,271
Total assets 111,914 103,830 96,500 166,762 174,140
Current liabilities 161,360 109,685 119,546 34,850 9,139
Total debt 122,626 92,717 89,541 79,524 84,585
Redeemable preferred stock -- -- -- 55,312 55,312
Stockholders' equity (deficit) (55,424) (15,762) (25,576) (1,899) (5,617)
OPERATING DATA:
EBITDA (a) $ 8,779 $ 2,809 $ (4,815) $ 17,849 $ 5,673
Capital expenditures 3,141 3,737 596 8,708 3,751
Retail propane gallons sold 137,937 126,205 27,282 92,621 39,468
</TABLE>
(a) EBITDA consists of net income before depreciation, amortization, interest
and income taxes. EBITDA should not be considered as an alternative to net
income (as an indicator of operating performance) or as an alternative to
cash flow, and it is not a measure of performance or financial condition
under generally accepted accounting principles, but it provides additional
information for evaluating the Partnership's ability to distribute the
Minimum Quarterly Distribution and to service and incur indebtedness. Cash
flows in accordance with generally accepted accounting principles consist
of cash flows from operating, investing and financing activities; cash
flows from operating activities reflect net income (including charges for
interest and income taxes, which are not reflected in EBITDA), adjusted
for noncash charges or income (which are reflected in EBITDA). Further,
cash flows from investing and financing activities are not included in
EBITDA.
EMPIRE ENERGY
The financial information set forth below is derived from the audited
financial statements of Empire Energy. Empire Energy was formed in June 1994
as a result of a tax-free split-off (the "Split-Off") from Empire Gas
Corporation. As discussed in Note 2 to Empire Energy's Consolidated Financial
Statements included in Item 8, on August 1, 1996, the principal shareholder
of Empire Energy and certain other shareholders sold their interests in
Empire Energy to certain members of management (the "Management Buy-Out"). On
October 7, 1996, Northwestern Growth purchased 100% of the Empire Energy
common stock. The results of operations and other data for the five and
one-half months ended December 16, 1996, are stated on a pro forma basis to
combine the one month ended prior to the Management Buy-Out, the two months
ended prior to the Northwestern Growth acquisition and the two and one-half
months beginning with the Northwestern Growth acquisition. The
<PAGE>
retail propane gallons sold for all periods presented is derived from the
accounting records of Empire Energy and is unaudited. The Selected Historical
Financial and Operating Data below should be read in conjunction with the
consolidated financial statements of Empire Energy included in Item 8 of this
report.
<TABLE>
<CAPTION>
Empire Energy
---------------------------------------------------
Five and
One-Half
Months
Fiscal Year Ended June 30, Ended
--------------------------------- December 16,
1994 1995 1996 1996
---- ---- ---- ----
(In Thousands)
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA
Revenues $ 60,216 $ 56,689 $ 98,821 $ 43,201
Cost of product sold 28,029 26,848 50,080 23,310
Gross profit 32,187 29,841 48,741 19,891
Depreciation and amortization 4,652 4,322 5,875 2,929
Operating income 6,015 1,084 9,846 3,567
Interest expense 118 39 2,598 3,621
Provision for income taxes 2,400 600 3,550 32
Net income (loss) 3,497 445 3,698 (86)
BALANCE SHEET DATA:
(END OF PERIOD)
Current assets $ 9,292 $ 9,615 $ 16,046 $ 27,491
Total assets 64,734 69,075 107,102 183,046
Current liabilities 2,697 4,277 12,126 11,210
Long-term debt 135 1,701 25,442 111,853
Stockholders' equity 46,111 46,535 50,233 15,922
OPERATING DATA:
EBITDA (a) $ 10,667 $ 5,406 $ 15,721 $ 6,496
Capital expenditures 4,058 8,365 39,164 2,823
Retail propane gallons sold 67,286 62,630 104,036 40,847
</TABLE>
(a) EBITDA consists of net income before depreciation, amortization, interest
and income taxes. EBITDA should not be considered as an alternative to net
income (as an indicator of operating performance) or as an alternative to
cash flow, and it is not a measure of performance or financial condition
under generally accepted accounting principles, but it provides additional
information for evaluating the Partnership's ability to distribute the
Minimum Quarterly Distribution and to service and incur indebtedness. Cash
flows in accordance with generally accepted accounting principles consist
of cash flows from operating, investing and financing activities; cash
flows from operating activities reflect net income (including charges for
interest and income taxes, which are not reflected in EBITDA), adjusted
for noncash charges or income (which are reflected in EBITDA) and changes
in operating assets and liabilities (which are not reflected in EBITDA).
Further, cash flows from investing and financing activities are not
included in EBITDA.
<PAGE>
COAST
The financial information set forth below is derived from the audited
financial statements of Coast. The Selected Historical Financial and Operating
Data below should be read in conjunction with the consolidated financial
statements of Coast included in Item 8 of this report.
<TABLE>
<CAPTION>
Coast
------------------------------------------------------
Four and
One-Half
Months
Fiscal Year Ended July 31, Ended
--------------------------------------- December 16,
1994 1995 1996 1996
---- ---- ---- -----------
<S> <C> <C> <C> <C>
(In Thousands)
STATEMENT OF OPERATIONS
DATA
Revenues $ 242,986 $ 266,842 $ 384,354 $ 185,460
Cost of product sold 214,632 234,538 351,213 173,155
Gross profit 28,354 32,304 33,141 12,305
Depreciation and amortization 3,282 3,785 4,216 1,604
Operating income 3,843 4,535 4,044 122
Interest expense 4,029 5,120 5,470 2,238
Benefit for income taxes (28) (202) (473) (748)
Net loss (a) (158) (889) (953) (1,368)
BALANCE SHEET DATA:
(END OF PERIOD)
Current assets $ 29,150 $ 33,676 $ 35,297 $ 49,392
Total assets 93,559 101,545 106,179 119,066
Current liabilities 31,178 27,605 37,849 48,254
Long-term debt 31,080 46,021 41,801 46,245
Mandatorily redeemable securities 8,874 7,781 8,559 8,675
Stockholders' equity 7,661 7,853 6,098 4,614
OPERATING DATA (UNAUDITED):
EBITDA (b) $ 7,125 $ 8,320 $ 8,260 $ 1,726
Capital expenditures (c) 4,451 5,581 6,060 1,503
Retail propane gallons sold 30,918 36,569 34,888 13,380
</TABLE>
(a) Included in the net loss for the year ended July 31, 1995, is an
extraordinary charge to income of $506,000 for the early retirement of
debt, net of the income tax benefit.
(b) EBITDA consists of net income before depreciation, amortization,
interest and income taxes. EBITDA should not be considered as
an alternative to net income (as an indicator of operating
performance) or as an alternative to cash flow, and it is not a
measure of performance or financial condition under generally
accepted accounting principles, but it provides additional
information for evaluating the Partnership's ability to
distribute the Minimum Quarterly Distribution and to service
and incur indebtedness. Cash flows in accordance with generally
accepted accounting principles
<PAGE>
consist of cash flows from operating, investing and financing
activities; cash flows from operating activities reflect net
income (including charges for interest and income taxes, which are
not reflected in EBITDA), adjusted for noncash charges or income
(which are reflected in EBITDA) and changes in operating assets
and liabilities (which are not reflected in EBITDA). Further,
cash flows from investing and financing activities are not included
in EBITDA.
(c) Capital expenditures fall generally into three categories: (i)
growth capital expenditures, which include expenditures for the
purchase of new propane tanks and other equipment to facilitate
expansion of the retail customer base, (ii) maintenance capital
expenditures, which include expenditures for repair and replacement
of property, plant and equipment, and (iii) acquisition capital
expenditures.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion of the historical financial condition and results of
operations for Cornerstone Propane Partners, L.P. and its subsidiary,
Cornerstone Propane, L.P. (collectively "Cornerstone" or the "Partnership")
should be read in conjunction with the historical financial statements and
accompanying notes thereto included elsewhere in this report and the pro forma
financial information elsewhere herein.
GENERAL
The Partnership is a Delaware limited partnership formed in October 1996 to
own and operate the propane business and assets of SYN Inc. and its subsidiaries
("Synergy"), Empire Energy Corporation and its subsidiaries ("Empire"), and CGI
Holdings, Inc. and its subsidiaries ("Coast"). The Partnership believes it is
the fifth largest retail marketer of propane in the United States, serving more
than 380,000 residential, commercial, industrial and agricultural customers from
282 customer service centers in 27 states.
Because a substantial portion of the Partnership's propane is used in the
weather-sensitive residential markets, the heating degree days in the
Partnership's areas of operations, particularly during the six-month
peak-heating season, have a significant effect on the financial performance of
the Partnership. Heating degree days are a general indicator of weather
impacting propane usage and is calculated by taking the difference between 65
degrees and the average temperature of the day (if less than 65 degrees).
Warmer-than-normal temperatures will generally result in reduced propane use.
Gross profit margins are not only affected by weather patterns but also by
changes in customer mix. For example, sales to residential customers
ordinarily generate higher margins than sales to other customer groups, such
as commercial or agricultural customers. In addition, gross profit margins
vary by geographic region. Accordingly, profit margins could vary
significantly from year to year in a period of identical sales volumes.
<PAGE>
ANALYSIS OF HISTORICAL RESULTS OF OPERATIONS
The following discussion compares the results of operations and other data of
Cornerstone for the year ended June 30, 1998, to the pro forma year ended June
30, 1997. The pro forma consolidated statement of income was prepared to reflect
the effects of the Partnership's December 17, 1996 Initial Public Offering
("IPO") as if it had been completed in its entirety as of July 1, 1996.
<TABLE>
<CAPTION>
Pro Forma
Year Ended June 30, thousands of dollars 1998 1997
---- ----
<S> <C> <C>
Revenues $ 768,129 $ 664,197
Cost of sales 623,924 534,892
-------------- --------------
Gross profit 144,205 129,305
Operating, general and administrative
expenses 97,184 88,264
Depreciation and amortization 18,246 15,073
-------------- --------------
Operating income 28,775 25,968
Interest expense 19,222 18,215
Provision for income taxes 127 109
-------------- --------------
Net income $ 9,426 $ 7,644
-------------- --------------
-------------- --------------
</TABLE>
During the fiscal year ended June 30, 1998, Cornerstone sold 235.0 million
retail propane gallons, an increase of 21.3 million gallons or 10.0% from the
213.7 million retail propane gallons sold during the year ended June 30, 1997.
The increase in retail volume was primarily attributable to acquisitions, which
added 22.0 million gallons. Excluding acquisitions, retail volumes were flat,
with increases in customer base being offset by the warmer weather conditions
attributable to the El Nino winter weather pattern. The heating season for 1998
was the second warmest on record in the last 103 years, since weather records
were maintained, a fact both noted and felt by the Partnership.
Revenues increased by $103.9 million or 15.6% to $768.1 million for the year
ended June 30, 1998, as compared to $664.2 million for the year ended June 30,
1997. This increase was attributable to an increase in wholesale revenues of
$124.6 million or 31.1% to $525.3 million for the year ended June 30, 1998, as
compared to $400.7 million for the year ended June 30, 1997, due primarily to
higher volumes which were offset by lower prices. Revenues for the retail
business declined by $20.7 million or 7.9% to $242.8 million for the year ended
June 30, 1998, as compared to $263.5 million for the year ended June 30, 1997.
This decrease was the result of lower selling prices, which was partially offset
by higher gallons.
<PAGE>
Cost of sales increased by $89.0 million, or 16.6% to $623.9 million for the
year ended June 30, 1998, as compared to $534.9 million for the year ended June
30, 1997. The increase in cost of sales was due to higher wholesale volumes. As
a percentage of revenues, cost of sales increased to 81.2% for the year ended
June 30, 1998, as compared to 80.5% for the year ended June 30, 1997. The
increase is due to higher growth in the wholesale business which has a higher
cost of sales to revenue ratio.
Gross profit increased $14.9 million or 11.5% to $144.2 million for the year
ended June 30, 1998, as compared to $129.3 million for the year ended June 30,
1997, primarily due to acquisitions.
Operating, general and administrative expenses increased by $8.9 million or
10.1% to $97.2 million for the year ended June 30, 1998, as compared to $88.3
million for the year ended June 30, 1997. This increase was related primarily to
acquisitions, with some additional costs required to support the increased
business growth. As a percentage of revenues, operating, general and
administrative expenses decreased to 12.7% for the year ended June 30, 1998, as
compared to 13.3% for the year ended June 30, 1997. Depreciation and
amortization increased $3.1 million or 20.5% to $18.2 million for the year ended
June 30, 1998, as compared to $15.1 million for the year ended June 30, 1997.
This increase was primarily due to the additional amortization and depreciation
expense related to acquisitions.
Operating income increased $2.8 million or 10.8% to $28.8 million for the
year ended June 30, 1998, as compared to $26.0 million for the year ended June
30, 1997. This increase was primarily the result of the increased gross profit
described above, partially offset by the increased operating, general and
administrative expenses also described above.
Interest expense increased by $1.0 million or 5.5% to $19.2 million for the
year ended June 30, 1998, as compared to $18.2 million for the year ended June
30, 1997. The increase is due to higher borrowings in the current period related
to business acquisitions.
Net income increased $1.8 million or 23.7% to $9.4 million for the year ended
June 30, 1998, as compared to $7.6 million for the year ended June 30, 1997.
This increase reflects the increased operating income discussed above, partially
offset by increased depreciation, amortization and interest costs. Total
earnings before interest, taxes, depreciation and amortization (EBITDA)
increased by $6.0 million or 14.6% to $47.0 million for the year ended June 30,
1998, as compared to $41.0 million for the year ended June 30, 1997. The
increase in EBITDA reflects the increased operating income discussed above. As a
percentage of revenues, EBITDA was approximately 6% for both fiscal 1997 and
1998. Retail operations contributed approximately 32% of the revenue and 92% of
the EBITDA for fiscal year 1998.
EBITDA should not be considered as an alternative to net income (as an
indication of operating performance) or as an alternative to cash flow (as a
measure of liquidity or ability to service debt obligations) but provides
additional information to evaluate the Partnership's ability to distribute the
Minimum Quarterly Distribution.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
CASH FLOWS. Cash provided by operating activities during 1998 totaled $24.9
million. Cash flow from operations included net income of $9.4 million and
noncash charges of $18.2 million for the period, comprised of depreciation and
amortization expense. The gain on sale of assets decreased cash flow from
operating activities by $0.7 million. The impact of working capital changes
decreased cash flow by approximately $2.0 million.
Cash used in investing activities for 1998 totaled $30.1 million, which was
principally used for acquisitions and purchases of property and equipment. Cash
provided by financing activities was $6.2 million for 1998. This amount reflects
funds from a secondary offering of units and net borrowings on the Working
Capital Facility, partially offset by the payment of partnership distributions.
On December 17, 1996, Cornerstone Propane Partners, L.P. completed its
initial public offering (IPO), proceeds from which amounted to $191.8 million.
Concurrently with the IPO, Cornerstone Propane, L.P. (the "Operating
Partnership") issued $220.0 million of Senior Notes and borrowed $12.8 million
on its Working Capital Facility. Also on the IPO date, the Operating Partnership
received cash of $22.4 million from the Predecessor Companies. Proceeds from the
IPO, Senior Notes and the Working Capital Facility were used to repay
liabilities assumed by the Operating Partnership ($337.6 million), to make
distributions to the Partnership's Special General Partner to redeem its
preferred stock ($61.2 million), to provide net worth to the Special General
Partner ($15.5 million) and to pay expenses of the partnership organization and
formation ($13.7 million).
In January 1998, the Partnership issued 1,960,000 additional units which
provided $40.8 million for general corporate purposes, which included working
capital, expansion of the Partnership's propane business by internal growth and
through acquisition, and repayment of indebtedness.
In August 1998, the Partnership filed a Form S-3 covering the proposed
issuance of 2,500,000 Common Units for general corporate purposes, which may
include acquisitions, working capital, expansion of the Partnership's propane
business by internal growth and repayment of indebtedness.
FINANCING AND SOURCES OF LIQUIDITY. On December 17, 1996, the Operating
Partnership issued $220 million of Senior Notes with a fixed annual interest
rate of 7.53% pursuant to note purchase agreements with various investors
(collectively, the "Note Agreement"). The Senior Notes mature on December 30,
2010, and require semi-annual interest payments on December 30 and June 30. The
Note Agreement requires that the principal be paid in equal annual installments
of $27.5 million starting December 30, 2003. Also on the same date, the
Operating Partnership entered into a bank credit agreement consisting of a
working capital facility (the "Working Capital Facility") and an acquisition
facility (the "Acquisition
<PAGE>
Facility"). The Working Capital Facility provides for revolving borrowings up
to $50 million (including a $20 million sublimit for letters of credit) and
matures on December 31, 1999. The Bank Credit Agreement provides that there
must be no amount outstanding under the Working Capital Facility (excluding
letters of credit) in excess of $10 million for at least 30 consecutive days
during each fiscal year. At June 30, 1998, $8.7 million was outstanding under
the Working Capital Facility. Issued outstanding letters of credit totaled
$9.8 million at June 30, 1998. The Acquisition Facility provides the
Operating Partnership with the ability to borrow up to $75 million to finance
propane business acquisitions. The Acquisition Facility operates as a
revolving facility through December 31, 1999, at which time any loans then
outstanding may be converted to term loans and will amortize quarterly for a
period of four years thereafter. No amounts were outstanding at June 30,
1998. Loans under the Bank Credit Agreement bear interest at variable base or
Eurodollar rates. At June 30, 1998, the applicable base and Eurodollar rates
were 8.625% and 6.425%, respectively. In addition, an annual fee is payable
quarterly by the Operating Partnership (whether or not borrowings occur)
ranging from .125% to .325% depending upon debt coverage ratios.
The Operating Partnership's obligations under the Note and Bank Credit
Agreements are secured by a security interest in the Operating Partnership's
inventory, accounts receivable and propane storage tanks. The Note and Bank
Credit Agreements contain various terms and covenants including financial
covenants with respect to debt and interest coverage and limitations, among
others, on the ability of the Operating Partnership and its subsidiaries to
incur additional indebtedness, create liens, make investments and loans, sell
assets and enter into mergers, consolidations or sales of all or substantially
all assets. The Operating Partnership was in compliance with all terms and
covenants at June 30, 1998.
YEAR 2000
The Year 2000 issue is the result of computer programs using only the last
two digits to indicate the year. If uncorrected, such computer programs will not
be able to interpret dates correctly beyond the year 1999 and, in some cases
prior to that time (as some computer experts believe), which could cause
computer system failures or other computer errors disrupting business
operations. Recognizing the potentially severe consequences of the failure to be
Year 2000 compliant, the Partnership's management has developed and implemented
a company-wide program to identify and remedy the Year 2000 issues. A project
team, consisting of the Partnership's Director of Information Systems and the
Partnership's key IS managers who supervise operations at each of the
Partnership's three main regional facilities in California, Missouri and Texas,
together with the Chief Information Officer of Northwestern Corporation, the
Partnership's parent corporation, was created to manage the company's Year 2000
problems, enabling a smooth transition into the Year 2000. The project team
reports directly to executive management who have assigned a high priority to
such efforts within the Partnership.
<PAGE>
The scope of the Partnership's Year 2000 readiness program includes the
review and evaluation of (i) the Partnership's information technology (IT) such
as hardware and software utilized in the operation of the Partnership's
business; (ii) the Partnership's non-IT systems or embedded technology such as
micro-controllers contained in various equipment and facilities; and (iii) the
readiness of third parties, including customers, suppliers and other key vendors
to the company, and the electronic data interchange (EDI) with those key third
parties. If needed modifications and conversions are not made on a timely basis,
the Year 2000 issue could have a material adverse effect on the Partnership's
operations.
The Partnership is currently using internal and external resources to
identify, correct and test large quantities of lines of application software
code for systems that were developed internally. Remediation of these systems is
expected to be completed by June 1999 except for the Partnership's Retail
Information System, consisting principally of its billing and accounts
receivable systems, which is already Year 2000 compliant. Since January 1997,
the Partnership has been converting its old billing system installed at each
customer service center to the new Retail Information System. Currently,
approximately one-half of the Partnership's customer service centers are running
the new system, with the roll-out to the balance of the centers schedule to be
completed by October 1999.
Software developed externally is being evaluated for Year 2000 compliance and
will be upgraded or replaced. In the case of the Partnership's existing
NT-platform-based financial systems and oil and gas applications, it is
anticipated that solutions will be acquired from third party vendors. In
addition, these systems are being evaluated for meeting current and future
business needs (which is an on-going process), and the Partnership is using this
process as an opportunity to upgrade and enhance its information systems. The
Partnership anticipates completing such upgrades and replacements as needed by
March 1999.
In addition to internal Year 2000 remediation activities, the Partnership is
in contact with key suppliers, vendors and customers to assure no interruption
from activities with important third parties. While none of the Partnership's
products are directly date sensitive, the supply and transportation of propane
gas products are dependent upon companies whose own systems may need to be Year
2000 compliant. If third parties do not convert their systems in a timely manner
and in a way compatible with the Partnership's systems, the arrival of the Year
2000 could have an adverse effect on the company operations. The Partnership
believes that its actions with key suppliers, vendors and customers will
minimize these risks. Furthermore, no single customer accounts for more than 10%
of the Partnership's consolidated gross profits, thus mitigating the adverse
risk to the Partnership's business if some but not all customers are not Year
2000 compliant. Also, only a minimal number of transactions are conducted
through EDI, which reduces the risk.
<PAGE>
The Partnership's primary focus has been directed at resolving the Year 2000
problem. While the Partnership expects its internal IT and non-IT systems to be
Year 2000 compliant by the dates specified, the Partnership will be developing a
contingency plan specifying what the Partnership will do if it or important
third parties are not Year 2000 compliant by the required dates. The Partnership
anticipates that a majority of such contingency plan will be based on manual
back-up systems, procedures and practices. The contingency plan is estimated to
be completed by December 1998.
Through June 1998, the Partnership estimates that incremental costs of
approximately $0.2 million have been incurred and expensed related to Year 2000
issues. Since many systems are being modified to provide significant enhanced
capabilities, the Year 2000 expenses have not been nor are planned to be
specifically tracked. The current estimated cost to complete remediation is
expected to be less than $1.0 million. The Partnership expects that a portion of
these costs will be capitalized, as they are principally related to adding new
software applications and functionality. Other costs will continue to be
expensed as incurred.
The Partnership's current estimates of the amount of time and costs necessary
to remediate and test its computer systems are based on the facts and
circumstances existing at this time. The estimates were made using assumptions
of future events including the continued availability of existing resources,
Year 2000 modification plans, implementation success by third-parties, and other
factors. New developments may occur that could affect the Partnership's
estimates of the amount of time and costs necessary to modify and test its IT
and non-IT systems for Year 2000 compliance. These developments include, but are
not limited to: (i) the availability and cost of personnel trained in this area,
(ii) the ability to locate and correct all relevant computer codes and equipment
and (iii) the planning and Year 2000 compliance success that key suppliers,
vendors and customers attain.
FORWARD-LOOKING STATEMENTS
The information presented herein may contain certain "forward-looking
statements" within the meaning of the federal securities laws. The Partnership's
actual future performance will be affected by a number of factors, risks and
uncertainties, including without limitation, weather conditions, regulatory
changes, competitive factors, the Partnership's success in dealing with the Year
2000 issues and the operations of vendors, suppliers and customers, many of
which are beyond the Partnership's control. Future events and results may vary
substantially from what the Partnership currently foresees, and there can be no
assurance that the Partnership's actual results will not differ materially from
its expectations. The Partnership undertakes no obligation to publicly release
any revision to these forward-looking statements to reflect events or
circumstances after the date of such statements or to reflect the occurrence of
anticipated or unanticipated events.
INFLATION AND ECONOMIC TRENDS
<PAGE>
Although its operations are affected by general economic trends, the
Partnership does not believe that inflation had a material effect on the results
of its operations during the past three years.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The Consolidated Financial Statements of the Partnership and its
predecessors appear following Item 14. An index of the Consolidated Financial
Statements appears in Item 14(a)(1).
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The Managing General Partner manages and operates the activities of the
Partnership. The following table sets forth certain information with respect to
the executive officers and members of the Board of Directors of the Managing
General Partner. Executive officers and directors are elected for one-year
terms.
<TABLE>
<CAPTION>
Name Age Position with Managing General Partner
- ---- --- --------------------------------------
<S> <C> <C>
Merle D. Lewis 50 Chairman of the Board of Directors
Richard R. Hylland 37 Vice Chairman of the Board of Directors
Keith G. Baxter 49 President, Chief Executive Officer and
Director
Charles J. Kittrell 58 Executive Vice President, Chief Operating
Officer and Secretary
Ronald J. Goedde 49 Executive Vice President, Chief Financial
Officer and Treasurer
Vincent J. DiCosimo 40 Executive Vice President
William L. Woods 48 Vice President
Paul Christen 69 Director
Kurt Katz 65 Director
Daniel K. Newell 41 Director
</TABLE>
Each of the officers and directors has served since 1996, except Messrs.
Christen and Katz, who were elected directors in 1997.
Section 16(a) Beneficial Ownership Reporting Compliance.
<PAGE>
Based solely upon a review of Forms 3, 4 and 5 and related representations
furnished to the Partnership during the most recent fiscal year, no person who,
at any time during the fiscal year, was a director, officer or beneficial owner
of more than ten percent of the Common Units failed to file on a timely basis
reports required by Section 16(a) of the Securities Exchange Act of 1934 during
the most recent fiscal year.
ITEM 11. EXECUTIVE COMPENSATION.
The following table provides compensation information from commencement of
operations through the year ended June 30, 1998, for the Chief Executive Officer
and for each of the four other most highly compensated executive officers of the
Managing General Partner whose total compensation exceeded $100,000 for the most
recent fiscal period.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long Term
---------------------------------------------------- Compensation
Bonus on
----------------------- Other Restricted
Acquisition Other Annual Unit All Other
Name and Principal Position Year Salary Incentive(1) Bonus(2) Compensation(3) Awards(4) Compensation(5)
- --------------------------- ---- ------ ------------ -------- --------------- --------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Keith G. Baxter 1998 $191,485 $590,814 $60,000 $135,000 $ -- $ 11,059
Chief Executive Officer 1997 108,333 364,670 25,000 67,500 2,800,000 3,683
Charles J. Kittrell 1998 155,283 393,876 30,000 65,000 -- 10,125
Chief Operating Officer 1997 88,125 243,113 15,000 32,500 1,600,000 4,256
Ron J. Goedde 1998 145,171 328,230 35,000 40,000 -- 6,143
Chief Financial Officer 1997 79,192 202,594 15,000 20,000 1,600,000 2,998
Vincent J. Di Cosimo 1998 159,933 0 245,000 25,000 -- 5,003
Senior Vice President 1997 81,250 0 175,000 12,500 1,000,000 2,333
William L. Woods 1998 130,495 187,560 40,000 0 300,000 3,179
Vice President 1997 62,292 115,766 50,000 0 -- 0
</TABLE>
(1) Reflects amounts awarded under the Acquisition Incentive Plan for Messrs.
Baxter, Kittrell, Goedde and Woods. See "Incentive Plans."
(2) Reflects (a) bonus paid under the Annual Operating Incentive Plan payable
to Messrs. Baxter, Kittrell, Goedde and Woods; (b) the bonus payable to Mr.
Di Cosimo under the Coast Energy Group Bonus Plan; (c) reflects a one-time
special consolidating bonus awarded to Messers. Baxter, Kittrell, Goedde
and Woods in 1997. See "Incentive Plans."
(3) Reflects the Management Fees payable to Messrs. Baxter, Kittrell, Goedde
and Di Cosimo in connection with the acquisition of Empire Energy and Coast
by Northwestern Growth. See "Employment Agreements."
<PAGE>
(4) The total number of restricted Common Units and their aggregate market
value as of June 30, 1998, were: Mr. Baxter, 133,333 Common Units valued at
$2,941,659; Mr. Kittrell, 76,190 Common Units valued at $1,680,942; Mr.
Goedde, 76,190 Common Units valued at $1,680,942; and Mr. Di Cosimo, 47,619
Common Units valued at $1,050,594 and Mr. Woods, 13,370 Common Units valued
at $294,976. Amounts listed in the table are units valued at time of
issuance. There were no payouts under the Restricted Unit Plan during the
fiscal period ended June 30, 1998.
(5) The "All Other Compensation" category reflects the Managing General
Partner's matching contributions to its 401(k) Plan for each of Messrs.
Baxter, Kittrell, Goedde, Di Cosimo and Woods; and payments for life and
disability insurance for Messers. Baxter, Kittrell, Goedde and Di Cosimo.
See "Employment Agreements".
EMPLOYMENT AGREEMENTS
The Managing General Partner has entered into employment agreements (the
"Employment Agreements") with each of Keith G. Baxter, Charles J. Kittrell,
Ronald J. Goedde and Vincent J. Di Cosimo and William L. Woods (the
"Executives").
Pursuant to the Employment Agreements, Messrs. Baxter, Kittrell, Goedde,
DiCosimo and Woods serve as President and Chief Executive Officer, Executive
Vice President and Chief Operating Officer, Executive Vice President and Chief
Financial Officer, Senior Vice President and Vice President, respectively, of
the Managing General Partner. Each of the Employment Agreements has a term of
three years from the closing of the Transactions, unless sooner terminated as
provided in the Employment Agreements. The Employment Agreements provide for an
annual base salary of $200,000, $160,000, $150,000, $150,000 and $125,000 for
each of Messrs. Baxter, Kittrell, Goedde, Di Cosimo and Woods, respectively,
subject to such increases as the Board of Directors of the Managing General
Partner may authorize from time to time, plus a fee for each of the Executives
of approximately $135,000, $65,000, $40,000, $25,000 and $0, respectively, per
year for three years related to the acquisition of Empire Energy and Coast by
Northwestern Growth (the "Management Fee"). In addition, the Managing General
Partner pays for a $725,000 life insurance policy for Mr. Baxter and $410,000
life insurance policies for each of Messrs. Kittrell, Goedde and Di Cosimo. Each
of the Executives participates in the Annual Operating Performance Incentive
Plan of the Managing General Partner and Messrs. Baxter, Kittrell, Goedde and
Woods participate in the New Acquisition Incentive Plan of the Managing General
Partner (together with the Annual Operating Performance Incentive Plan, the
"Plans") as described below. The Executives are also entitled to participate in
such other benefit plans and programs as the Managing General Partner may
provide for its employees in general (the "Other Benefit Plans").
The Employment Agreements provide that in the event an Executive's
employment is terminated without "cause" (as defined in the Employment
Agreements) or if an Executive terminates his employment due to a "Fundamental
Change" (as defined below), such
<PAGE>
Executive will be entitled to receive a severance payment in an amount equal
to his total compensation for the remainder of the employment term under the
Employment Agreement and will receive benefits under the Other Benefit Plans
for a period of twelve months after termination. In the event of termination
due to disability, the Executive will be entitled to his base salary, his
Management Fee and benefits under the Plans and the Other Benefit Plans for
twelve months. In the event of termination due to death, benefits under the
Other Benefit Plans will be continued for the Executive's dependents for
twelve months. In the event the Executive's employment is terminated for
"cause," the Executive will receive accrued salary and benefits (including
his Management Fee and benefits under the Plans) up to the date of
termination and, if the Managing General Partner does not waive the
Executive's covenant not to compete, benefits under the Other Benefit Plans
for 12 months.
A Fundamental Change is defined in the Employment Agreements to have
occurred (i) if the Executive's duties, authority, responsibilities and/or
compensation is reduced without performance or market-related justification;
(ii) if the Executive's primary office is moved more than 50 miles from
Watsonville, California (or, with respect to Mr. DiCosimo, Houston, Texas)
without his consent; (iii) if the Partnership disposes of business and assets
which reduce the annual EBITDA of the Partnership below 70% of the annual EBITDA
level existing at the time employment commenced; or (iv) if securities
representing 10% of the voting power in elections of directors of NOR become
beneficially owned by any party or group or other prescribed events occur
constituting a change of control of NOR.
In addition, each Employment Agreement contains non-competition and
confidentiality provisions.
INCENTIVE PLANS
The Managing General Partner has adopted the Annual Operating Performance
Incentive Plan, which provides for the payment of annual incentive bonuses to
participants in the plan (who will be determined by the Board of Directors of
the Managing General Partner from time to time and who will include the
Executives) equal to a percentage of annual salary (plus in the case of the
Executives, his Management Fee) based on the Partnership's performance compared
to budgeted levels of net income and EBITDA. Such bonuses will range from zero
for performance at 10% below budget to 50% for performance at budget. In
addition, in the event EBITDA exceeds budgeted amounts, there will be
established a bonus pool equal to 10% of the excess of EBITDA over budget, which
will be divided among Messrs. Baxter, Kittrell, Goedde and Woods and any other
participants that the Board of Directors of the Managing General Partner may
determine. The period covered by the plan began December 17, 1996, and ends on
the fifth anniversary thereof.
The Managing General Partner has an Acquisition Incentive Plan, which
provides for bonuses to participants in the plan (who will be determined by the
Board of Directors of the Managing General Partner from time to time and who
will include the Executives) for adding new businesses to the Partnership's
propane operations. The bonuses will be an amount equal
<PAGE>
to 4% of the gross acquisition purchase price, allocated among the
participants in the plan based on their relative salaries. The transactions
covered by the plan will include those occurring on or after December 17,
1997 through the fifth anniversary thereof. Awards under this program will be
payable in cash 90 days after the close of the particular acquisition
transaction.
RESTRICTED UNIT PLAN
LONG-TERM INCENTIVE PLAN
The following table sets forth the restricted unit grants made under the
Restricted Unit Plan to the named executive officers of the Partnership.
<TABLE>
<CAPTION>
Number of Shares, Units or Performance or Other Period
Name Other Rights Until Maturation or Payout
---- -------------------------- ---------------------------
<S> <C> <C>
Keith G. Baxter 133,333 Common Units(1) (3)
Charles J. Kittrell 76,190 Common Units(1) (3)
Ronald J. Goedde 76,190 Common Units(1) (3)
Vincent J. Di Cosimo 47,619 Common Units(1) (3)
William L. Woods 13,370 Common Units(2) (3)
</TABLE>
(1) Granted on December 17, 1996 upon consummation of the IPO.
(2) Granted during fiscal year 1998.
(3) Restricted units are subject to a bifurcated vesting procedure such that
(a) 25% of a participant's restricted units will vest over time, with
one-third vesting on the third, fifth and seventh anniversaries of the date
of grant and (b) the remaining 75% of a participant's restricted units will
vest automatically upon, and in the same proportions as, the conversion of
the Subordinated Units to Common Units. See Note 4 to the Partnership's
Consolidated Financial Statements included in Item 8. If a participant's
employment is terminated without "cause" (as defined in the Restricted Unit
Plan) or a participant resigns with "good reason" (as defined in the
Restricted Unit Plan), the participant's rights to receive Common Units
which vest over time will immediately vest. In the event of a "change of
control" of the Partnership (as defined in the Restricted Unit Plan), all
rights to receive Common Units pursuant to the Restricted Unit Plan will
immediately vest. Until rights to receive Common Units have vested, the
Common Units to which they relate are not issued, and the participant is
not entitled to any distributions or allocations of income or loss, and has
no voting or other rights, with respect to such Common Units.
DIRECTOR COMPENSATION
The Chairman of the Board of the Managing General Partner receives $50,000
annually and each of its other nonemployee directors receives $15,000 annually,
plus $1,000 per Board
<PAGE>
meeting attended and $500 per committee meeting attended. Committee chairmen
receive $500 per quarter.
In connection with the consummation of the IPO, the three initial
nonemployee directors of the Managing General Partner received rights with
respect to restricted units, as follows: Mr. Lewis, 19,048 Common Units valued
at $400,000; Mr. Hylland, 14,286 Common Units valued at $300,000; and Mr.
Newell, 9,524 Common Units valued at $200,000. In addition, under the Restricted
Unit Plan, upon his or her election to the Board of Directors of the Managing
General Partner, each nonemployee director receives rights with respect to
restricted units having an aggregate value of $200,000. The directors'
restricted units vest in accordance with the same procedure as is described in
Note 2 to the Long-Term Incentive Plan - Awards in Last Fiscal Year table above.
COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION IN COMPENSATION DECISIONS
The Nominating and Compensation Committee of the Board of Directors of the
Managing General Partner is comprised of Messrs. Lewis, Christen and Katz. None
of these persons is an officer, employee or former employee of the Managing
General Partner, the Partnership or any of their subsidiaries.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
OWNERSHIP OF PARTNERSHIP UNITS BY THE GENERAL PARTNERS AND DIRECTORS
AND EXECUTIVE OFFICERS OF THE MANAGING GENERAL PARTNER
The table below sets forth, as of June 30, 1998, the beneficial ownership of
Units by each person known to the Managing General Partner to be the beneficial
owner of more than 5% of any class of Units of the Partnership, each director
and named executive officer of the Managing General Partner, as well as the
directors and all of the executive officers of the Managing General Partner as a
group.
<TABLE>
<CAPTION>
Name and Address Amount and Nature Percent of
of Beneficial Owner Class of Beneficial Owner Class
------------------- ----- ------------------- ----------
<S> <C> <C> <C>
Managing General Partner(1) Subordinated 5,677,040 86.0%
Special General Partner(2) Subordinated 920,579 14.0%
Merle Lewis Common 3,588 (3)(4) *
Richard R. Hylland Common 169 (3)(4) *
Keith G. Baxter Common 26,186 (3) *
Charles J. Kittrell Common 11,889 (3) *
Ronald J. Goedde Common 10,524 (3) *
Vincent J. Di Cosimo Common 3,500 (3) *
William L. Woods Common 3,180 (3) *
Paul Christen Common 192 (3) *
Kurt Katz Common 25,192 (3) *
Daniel K. Newell Common 1,169 (3)(4) *
<PAGE>
<S> <C> <C>
All directors and executive officers (10 persons) as a common group 85,589 (3) *
</TABLE>
*Less than 1%
(1) The business address of the Managing General Partner is 432 Westridge
Drive, Watsonville, California 95076.
(2) The business address of the Special General Partner is 33 Third Street
S.E., Huron, South Dakota 57350.
(3) Excludes Common Units awarded under the Restricted Unit Plan as follows:
Mr. Lewis- 19,048 Common Units; Mr. Hylland - 14,286 Common Units; Mr.
Baxter - 133,333 Common Units; Mr. Kittrell - 76,190 Common Units; Mr.
Goedde - 76,190 Common Units; Mr. Di Cosimo - 47,619 Common Units; Mr.
Woods - 13,370 Common Units; Mr. Christen - 8,889 Common Units; Mr. Katz -
9,302 Common Units; Mr. Newell - 9,524 Common Units; and all directors and
officers as a group - 407,751 Common Units.
(4) Excludes Subordinated Units held by the General Partners. Messrs. Lewis,
Hylland and Newell are executive officers of the parent of the General
Partners.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
As of June 30, 1998, the General Partners own the entire general partner
interest in the Partnership and all of the Subordinated Units, representing an
aggregate 32.6% limited partner interest and a 2% General Partner interest in
the Partnership. Through the Managing General Partner's ability, as managing
general partner, to manage and operate the Partnership and the ownership of all
of the outstanding Subordinated Units by the General Partners (effectively
giving the General Partners the ability to veto certain actions of the
Partnership), the General Partners have the ability to control the management of
the Partnership.
The Managing General Partner is a wholly-owned subsidiary, and the Special
General Partner is a majority-owned subsidiary, of NOR. Mr. Lewis serves as the
Chairman of the Board, and Messrs. Hylland and Newell are executive officers of
NOR.
The Managing General Partner does not receive any management fee or other
compensation in connection with its management of the Partnership, but it and
its affiliates performing services for the Partnership are reimbursed at cost
for all expenses incurred on behalf of the Partnership, including the cost of
compensation properly allocable to the Partnership. The Partnership's
Partnership Agreement provides that the Managing General Partner will determine
the expenses that are allocable to the Partnership in any reasonable manner.
In addition, the General Partners are entitled to receive distributions on
their general partner interest, certain incentive distributions and
distributions on their Subordinated Units.
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
8-K.
(a) (1) Financial Statements
Cornerstone Propane Partners, L.P.
Report of Independent Public Accountants
Consolidated Balance Sheets as of June 30, 1998 and 1997
Consolidated Statements of Income for the year ended June 30, 1998, and
the period ended June 30, 1997 Consolidated Statements of Cash Flows
for the year ended June 30, 1998, and the period ended June 30,
1997
Consolidated Statements of Partners' Capital for the year ended June
30, 1998, and the period ended June 30, 1997
Empire Energy Corporation
Independent Accountants' Report
Consolidated Statements of Operations for the periods ended December
16, 1996, and the Year Ended June 30, 1996
Consolidated Statements of Stockholders' Equity for the periods ended
December 16, 1996, and the Year Ended June 30, 1996
Consolidated Statements of Cash Flows for the periods ended December
16, 1996, and the Year Ended June 30, 1996
CGI Holdings, Inc.
Report of Independent Accountants
Consolidated Statements of Operations for the four and one-half month
period ended December 16, 1996 and for the fiscal year ended July
31, 1996
Consolidated Statements of Stockholders' Equity for the four and
one-half month period ended December 16, 1996 and for the fiscal
year ended July 31, 1996
Consolidated Statements of Cash Flows for the four and one-half month
period ended December 16, 1996 and for the fiscal year ended July
31, 1996
<PAGE>
SYN, Inc.
Report of Independent Public Accountants
Consolidated Statements of Operations for the period ended December 16,
1996, and the period ended June 30, 1996
Consolidated Statements of Stockholders' Equity for the period ended
December 16, 1996, and the period ended June 30, 1996
Consolidated Statements of Cash Flows for the period ended December 16,
1996, and the period ended June 30, 1996
Synergy Group Incorporated
Independent Accountants Report
Consolidated Statement of Operations for the period ended
August 14, 1995
Consolidated Statement of Stockholders' Equity (Deficit) for the
period ended August 14, 1995
Consolidated Statement of Cash Flows for the period ended
August 14, 1995
(a) (2) Financial Statement Schedules
All financial statement schedules are omitted because the information is not
required, is not material or is otherwise included in the financial statements
or related notes thereto.
(a) (3) Exhibits
3.1 Amended and Restated Agreement of Limited Partnership of Cornerstone
Propane Partners, L.P. dated as of December 17, 1996. (Incorporated by
reference to Exhibit 3.1 of the Partnership's report on Form 8-K dated
April 14, 1997 (The Form 8-K).)
3.2 Amended and Restated Agreement of Limited Partnership of Cornerstone
Propane, L.P. dated as of December 17, 1996. (Incorporated by reference
to Exhibit 3.2 to the Form 8-K.)
10.1 Credit Agreement dated December 17, 1996, among Cornerstone Propane,
L.P., various financial institutions and Bank of America National Trust
and Savings Association, as agent. (Incorporated by reference to
Exhibit 10.1 to the Form 8-K.)
10.2 Note Purchase Agreement dated December 17, 1996, among Cornerstone
Propane, L.P. and various investors. (Incorporated by reference to
Exhibit 10.2 to the Form 8-K.)
10.3 Contribution, Conveyance and Assumption Agreement dated as of December
17, 1996 among Cornerstone Propane Partners, L.P., Cornerstone Propane,
L.P., Cornerstone
<PAGE>
Propane GP, Inc., Empire Energy SC Corporation and
SYN Inc. (Incorporated by reference to Exhibit 10.3 to the Form 8-K.)
10.4* 1996 Cornerstone Propane Partners, L.P. Restricted Unit Plan
(Incorporated by reference to Exhibit 10.4 to the Form 8-K.)
10.5* Form of Amended and Restated Employment Agreements for Messrs. Baxter,
Kittrell, Goedde and DiCosimo (Incorporated by reference to Exhibit
10.5 to the Form 8-K.)
10.6 Amendment No. 1 to Credit Agreement (Incorporated by reference to
Exhibit 10.6 to the Partnership's previous report on Form 10-K, dated
September 28, 1997.)
10.7 Amendment No. 2 to Credit Agreement (Incorporated by reference to
Exhibit 10.7 to the Partnership's previous report on Form 10-K, dated
September 28, 1997.)
21.1 List of Subsidiaries
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Baird, Kurtz & Dobson
23.3 Consent of PricewaterhouseCoopers LLP
27 Financial Data Schedule
* Management contract or compensatory plan or arrangement.
(b) Reports on Form 8-K
None
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.
Cornerstone Propane Partners, L.P.
By: Cornerstone Propane GP, Inc.
Managing General Partner
By: /s/ Keith G. Baxter
Keith G. Baxter
Pursuant to the requirements of the Securities Exchange Act of 1934, this
amendment has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Capacity in which Signed Date
--------- ------------------------ ----
<S> <C> <C>
/s/ Merle Lewis Chairman of the Board October 8, 1998
--------------------------- of Directors of the
Merle Lewis Managing General Partner
/s/ Richard R. Hylland Vice Chairman of the Board October 8, 1998
--------------------------- of Directors of the
Richard R. Hylland Managing General Partner
/s/ Keith G. Baxter President, Chief Executive October 8, 1998
--------------------------- Officer and Director
Keith G. Baxter of the Managing General Partner
(principal executive officer)
/s/ Ronald J. Goedde Executive Vice President, Chief Financial October 8, 1998
--------------------------- Officer and Treasurer of the
Ronald J. Goedde Managing General Partner
(principal financial/accounting officer)
/s/ Paul R. Christen Director of the Managing October 8, 1998
--------------------------- General Partner
Paul R. Christen
/s/ Kurt Katz Director of the October 8, 1998
--------------------------- Managing General Partner
Kurt Katz
/s/ Daniel K. Newell Director of the October 8, 1998
--------------------------- Managing General Partner
Daniel K. Newell
</TABLE>
<PAGE>
CORNERSTONE PROPANE PARTNERS, L.P. AND SUBSIDIARY
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Cornerstone Propane Partners, L.P.:
We have audited the accompanying consolidated balance sheets of Cornerstone
Propane Partners, L.P. (a Delaware limited partnership) and Subsidiary as of
June 30, 1998 and 1997, and the related consolidated statements of income,
partners' capital and cash flows for the year ended June 30, 1998 and for the
period from commencement of operations (December 17, 1996) to June 30, 1997.
These financial statements are the responsibility of the partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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 Cornerstone Propane
Partners, L.P. and Subsidiary as of June 30, 1998 and 1997, and the results
of their operations and their cash flows for the year ended June 30, 1998 and
for the period from commencement of operations (December 17, 1996) to June 30,
1997, in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota,
July 30, 1998
<PAGE>
CORNERSTONE PROPANE PARTNERS, L.P. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30 1998 1997
- --------------------------------------------------------------------------------------------------------------------------
(Thousands of dollars, except unit data)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 9,366 $ 8,406
Trade receivables, net 18,467 22,124
Inventories 18,238 15,538
Prepaid expenses and other current assets 7,150 4,393
------------- -------------
Total current assets 53,221 50,461
Property, plant and equipment, net 275,288 247,943
Goodwill and other intangible assets, net 242,199 221,748
Other assets 1,803 1,041
------------- -------------
Total assets $ 572,511 $ 521,193
------------- -------------
------------- -------------
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
Current portion of long-term debt $ 3,800 $ 5,736
Trade accounts payable 18,460 22,534
Accrued expenses 29,335 12,672
------------- -------------
Total current liabilities 51,595 40,942
Long-term debt 237,138 231,532
Due to related party 1,684 740
Other noncurrent liabilities 2,500 4,050
------------- -------------
Total liabilities 292,917 277,264
------------- -------------
Partners' capital:
Common Unitholders (13,234,411 and 10,512,805
units issued and outstanding) 185,803 146,851
Subordinated Unitholders (6,597,619 units issued and outstanding) 88,117 92,106
General Partners 5,674 4,972
------------- -------------
Total partners' capital 279,594 243,929
------------- -------------
Total liabilities and partners' capital $ 572,511 $ 521,193
------------- -------------
------------- -------------
</TABLE>
The accompanying notes are an integral part of these consolidated
balance sheets.
<PAGE>
CORNERSTONE PROPANE PARTNERS, L.P. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
From Commencement
of Operations on
Year Ended December 17, 1996 to
June 30, 1998 June 30, 1997
- ---------------------------------------------------------------------------------------------------------------------------
(Thousands of dollars, except per unit data)
<S> <C> <C>
Revenues $ 768,129 $ 389,630
Cost of sales 623,924 315,324
------------- -------------
Gross profit 144,205 74,306
------------- -------------
Expenses:
Operating, general and administrative 97,184 50,023
Depreciation and amortization 18,246 8,519
------------- -------------
Total expenses 115,430 58,542
------------- -------------
Operating income 28,775 15,764
Interest expense 19,222 9,944
------------- -------------
Income before provision for income taxes 9,553 5,820
Provision for income taxes 127 64
------------- -------------
Net income $ 9,426 $ 5,756
------------- -------------
------------- -------------
General Partners' interest in net income $ 189 $ 212
------------- -------------
------------- -------------
Limited Partners' interest in net income $ 9,237 $ 5,544
------------- -------------
------------- -------------
Net income per unit $ .50 $ 0.34
------------- -------------
------------- -------------
Weighted average number of units outstanding 18,429 16,531
------------- -------------
------------- -------------
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
<PAGE>
CORNERSTONE PROPANE PARTNERS, L.P. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
<TABLE>
<CAPTION>
Thousands of Dollars
--------------------------------------------------------------------
Total
Number of Units General Partners'
Common Subordinated Common Subordinated Partners Capital
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance at
commencement of
operations on
December 17, 1996 -- -- $ -- $ -- $ -- $ --
Contributions of net
assets of
predecessor
companies and
issuance of
Common
Units 9,821,000 6,597,619 136,997 92,032 -- 229,029
Issuance of Common
Units
in connection
with
acquisitions 691,805 -- 14,784 -- -- 14,784
Issuance of 2%
General
Partners' interest -- -- -- -- 4,674 4,674
Additional General
Partners'
contribution in
connection with
acquisitions -- -- -- -- 300 300
Quarterly
distributions -- -- (6,244) (4,156) (214) (10,614)
Net income -- -- 1,314 4,230 212 5,756
-------------- ------------- ----------- ----------- ----------- -----------
Balance at June 30,
1997 10,512,805 6,597,619 146,851 92,106 4,972 243,929
--------------- --------------- ---------- ----------- ----------- -----------
Issuance of Common
Units 1,960,000 -- 40,828 -- -- 40,828
Additional General
Partners'
interest in
connection with
additional units -- -- -- -- 832 832
Issuance of Common
Units
in connection with
acquisitions 761,606 -- 17,589 -- -- 17,589
Additional General
Partners'
contribution in
connection
with acquisitions -- -- -- -- 353 353
Quarterly
distributions -- -- (25,567) (7,124) (672) (33,363)
Net income -- -- 6,102 3,135 189 9,426
-------------- ------------- ----------- ----------- ----------- -----------
Balance at June 30, 13,234,411 6,597,619 $ 185,803 $ 88,117 $ 5,674 $ 279,594
1998 -------------- ------------- ----------- ----------- ----------- -----------
-------------- ------------- ----------- ----------- ----------- -----------
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
<PAGE>
CORNERSTONE PROPANE PARTNERS, L.P. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
From Commencement
of Operations on
Year Ended December 17, 1996 to
June 30, 1998 June 30, 1997
- --------------------------------------------------------------------------------------------------------------------------
(Thousands of dollars)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 9,426 $ 5,756
Adjustments to reconcile net income to net cash from
operating activities:
Depreciation and amortization 18,246 8,519
Gain on sale of assets (734) --
Changes in assets and liabilities, net of effect of acquisitions and
dispositions:
Trade receivables 4,768 37,100
Inventories (4,206) 11,020
Prepaid expenses and other current assets (5,354) (734)
Trade accounts payable and accrued expenses 3,148 (39,299)
Other assets and liabilities (434) (11,211)
-------- ---------
Net cash provided by operating activities 24,860 11,151
-------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for property, plant and equipment (13,532) (1,954)
Acquisitions, net of cash received (16,564) (1,800)
-------- ---------
Net cash used in investing activities (30,096) (3,754)
-------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (payments) on Working Capital Facility 4,120 (8,200)
Financing Costs (2,420) --
Net borrowings (payments) on purchase obligations (4,609) 799
Advances from General Partners' 455 --
Proceeds from issuance of common units (net of costs) 40,828 --
General Partners' contribution 1,185 --
Partnership distributions (33,363) (10,614)
-------- ---------
Net cash provided by (used in) financing activities 6,196 (18,015)
-------- ---------
PARTNERSHIP FORMATION TRANSACTIONS:
Net proceeds from issuance of Common and Subordinated Units -- 191,804
Borrowings on Working Capital Facility -- 12,800
Issuance of Senior Notes -- 220,000
Cash transfers from predecessor companies -- 22,418
Repayment of long-term debt and related interest -- (337,631)
Distribution to Special General Partner for the redemption
of preferred stock -- (61,196)
Distribution to Special General Partner -- (15,500)
Other fees and expenses -- (13,673)
-------- ---------
Net cash provided by partnership
formation transactions -- 19,022
-------- ---------
INCREASE IN CASH AND CASH EQUIVALENTS 960 8,404
CASH AND CASH EQUIVALENTS, beginning of period 8,406 2
-------- ---------
CASH AND CASH EQUIVALENTS, end of period $ 9,366 $ 8,406
-------- ---------
-------- ---------
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
<PAGE>
CORNERSTONE PROPANE PARTNERS, L.P. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(tabular dollars in thousands)
1. PARTNERSHIP ORGANIZATION AND FORMATION
Cornerstone Propane Partners, L.P. ("Cornerstone Partners") was formed on
October 7, 1996, as a Delaware limited partnership. Cornerstone Partners and
its subsidiary, Cornerstone Propane, L.P., a Delaware limited partnership
(the "Operating Partnership"), were formed to acquire, own and operate
substantially all of the propane businesses and assets of SYN Inc. and its
subsidiaries ("Synergy"), Empire Energy Corporation and its subsidiaries
("Empire"), and CGI Holdings, Inc. and its subsidiaries ("Coast"). The
principal predecessor entities, Synergy, Empire and Coast, are collectively
referred to herein as the "Predecessor Companies." The consolidated financial
statements include the accounts of Cornerstone Partners, the Operating
Partnership and its corporate subsidiaries, Cornerstone Sales & Service
Corporation, a California corporation and Flame, Inc., an Arizona
corporation, collectively referred to herein as the "Partnership." The
Operating Partnership is, and the Predecessor Companies were, principally
engaged in (a) the retail marketing and distribution of propane for
residential, commercial, industrial, agricultural and other retail uses; (b)
the wholesale marketing and distribution of propane and natural gas liquids
and crude oil to the retail propane industry, the chemical and petrochemical
industries and other commercial and agricultural markets; (c) the repair and
maintenance of propane heating systems and appliances and; (d) the sale of
propane-related supplies, appliances and other equipment. The Partnership
entities commenced operations on December 17, 1996 pursuant to a
Contribution, Conveyance and Assumption Agreement dated as of the same date,
wherein substantially all of the assets and liabilities of the Predecessor
Companies were contributed to the Operating Partnership (the "Conveyance").
As a result of the Conveyance, Cornerstone Propane GP, Inc., a California
corporation and the managing general partner of Cornerstone Partners and the
Operating Partnership (the "Managing General Partner"), and SYN Inc., a
Delaware corporation and the special general partner of Cornerstone Partners
and the Operating Partnership (the "Special General Partner"), received all
interests in the Operating Partnership, and the Operating Partnership
received substantially all assets and assumed substantially all liabilities
of the Predecessor Companies. Immediately after the Conveyance, and in
accordance with the Amended and Restated Agreement of Limited Partnership of
Cornerstone Partners (the "Partnership Agreement"), the Managing General
Partner and the Special General Partner conveyed their limited partner
interests in the Operating Partnership to Cornerstone Partners in exchange
for a 2% interest in Cornerstone Partners and the Operating Partnership.
Following these transactions, on December 17, 1996, Cornerstone Partners
completed its initial public offering through underwriters of 9,821,000
Common Units (the "IPO") at a price to the public of $21.00 a unit. The net
proceeds of approximately $191.8 million from the IPO, the proceeds from the
issuance of $220.0 million aggregate principal amount of the Operating
Partnership's 7.53% Senior Notes, and $12.8 million borrowings under the
Working Capital Facility (as described in Note 3) were used to repay $337.6
million in liabilities assumed by the Operating Partnership (including $141.8
million paid to affiliates of the Managing General Partner) that were in
large part incurred in connection with the transactions entered into prior to
the IPO. A portion of the funds was distributed to the Special General
Partner to redeem its preferred stock ($61.2 million) to provide net worth to
the Special General Partner ($15.5 million) and to pay expenses ($13.7
million).
Partners' capital of limited partners immediately after the IPO consisted
of 9,821,000 Common Units and 6,597,619 Subordinated Units, representing an
aggregate 58.6% and 39.4% limited partner interest in Cornerstone Partners,
respectively. Partners' capital of General Partners consists of a 2% interest
in the Partnership.
<PAGE>
During the Subordination Period (see Note 4), the Partnership may issue
up to 4,270,000 additional Parity Units (generally defined as Common Units
and all other Units having rights to distribution or in liquidation ranking
on a parity with the Common Units), excluding Common Units issued in
connection with (a) employee benefit plans and (b) the conversion of
Subordinated Units into Common Units, without the approval of a majority of
the Unitholders. The Partnership may issue an unlimited number of additional
Parity Units without Unitholder approval if such issuance occurs in
connection with acquisitions, including, in certain circumstances, the
repayment of debt incurred in connection with an acquisition. In addition,
under certain conditions the Partnership may issue without Unitholder
approval an unlimited number of parity securities for the repayment of up to
$75.0 million of long-term indebtedness of the Partnership. After the
Subordination Period, the Managing General Partner may cause the Partnership
to issue an unlimited number of additional limited partner interests and
other equity securities of the Partnership for such consideration and on such
terms and conditions as shall be established by the Managing General Partner
at its sole discretion.
The Partnership consummated several acquisitions during the period ended
June 30, 1997 for total consideration of approximately $20.5 million, of
which $14.8 million was in the form of Common Units with the remainder paid
primarily through the issuance of debt. These acquisitions had no significant
effect on operating results for the period ended June 30, 1997. For the
fiscal year ended June 30, 1998, the Partnership consummated 11 acquisitions,
with total consideration of approximately $38.9 million, of which $17.6
million was in the form of Common Units and the remainder paid primarily
through the issuance of debt. All acquisitions have been accounted for using
the purchase method of accounting. For fiscal year 1998, acquisitions were a
positive contributor to the earnings growth compared to pro forma results for
fiscal year 1997.
2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS - The Partnership believes it is the fifth largest
retail marketer of propane in the United States in terms of volume, serving
more than 380,000 residential, commercial, industrial and agricultural
customers from 282 customer service centers in 27 states. The Partnership was
formed to own and operate the propane business and assets of Synergy, Empire
and Coast. The Partnership's operations are concentrated in the east coast,
south-central and west coast regions of the United States.
BASIS OF PRESENTATION - The consolidated financial statements include the
accounts of the Partnership and its Subsidiary. The acquisitions of the
Predecessor Companies has been accounted for as purchase business
combinations based on the fair value of the assets acquired. Certain 1997
amounts in the accompanying financial statements have been reclassified to
conform to the 1998 presentation. These reclassifications had no effect on
net income or partners' capital as previously reported. All significant
intercompany transactions and accounts have been eliminated.
FISCAL YEAR - The Partnership's fiscal year is July 1 to June 30. Because the
Partnership commenced operations upon completion of the IPO, the accompanying
consolidated statements of income, partners' capital and cash flows for the
period ended June 30, 1997 are for the period from commencement of operations
on December 17, 1996 to June 30, 1997.
USE OF ESTIMATES - The preparation of financial statements in conformity with
generally accepted accounting principles 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. Ultimate results could differ from those
estimates.
FINANCIAL INSTRUMENTS - The carrying amounts for cash and cash equivalents,
accounts receivable and accounts payable approximate fair value because of
the immediate or short-term maturity of these financial instruments. Based on
the borrowing rates currently available to the Partnership for bank loans
with similar terms and average maturities, the fair value of long-term debt
was substantially the same as its carrying value at June 30, 1998 and 1997.
<PAGE>
The Partnership routinely uses commodity futures contracts to reduce the
risk of future price fluctuations for natural gas and liquefied petroleum gas
(LPG) inventories and contracts. Gains and losses on futures contracts
purchased as hedges are deferred and recognized in cost of sales as a
component of the product cost for the related hedged transaction. In the
statement of cash flows, cash flows from qualifying hedges are classified in
the same category as the cash flows from the items being hedged. Net realized
gains and losses for the current fiscal year and unrealized gains and losses
on open positions as of June 30, 1998 and 1997 were not material.
REVENUE RECOGNITION - Sales of natural gas, crude oil, natural gas liquids
and LPG and the related cost of product are recognized upon delivery of the
product.
CASH AND CASH EQUIVALENTS - The Partnership considers all liquid investments
with original maturities of three months or less to be cash equivalents. Cash
equivalents consisted primarily of certificates of deposit. Approximately
$3.0 million of cash equivalents at June 30, 1998 and 1997 are restricted due
to security requirements against letters of credit.
TRADE RECEIVABLES, NET - Trade receivables are stated net of allowance for
doubtful accounts of $2.8 million and $3.1 million at June 30, 1998 and 1997,
respectively.
INVENTORIES - Inventories are stated at the lower of cost or market. The cost
of natural gas, crude oil, natural gas liquids and LPG is determined using
the first-in, first-out ("FIFO") method. The cost of gas distribution parts,
appliances and equipment is determined using the weighted average method. At
June 30, the major components of inventory consisted of the following:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
LPG and other $ 8,777 $ 7,122
Appliances 5,023 3,846
Parts and fittings 4,438 4,570
------------- -------------
$ 18,238 $ 15,538
------------- -------------
------------- -------------
</TABLE>
PROPERTY, PLANT AND EQUIPMENT- Property, plant and equipment are stated at
cost of acquisition, primarily based upon estimates of fair value at the date
of the IPO. Depreciation is computed using the straight-line method over the
estimated useful lives of the assets as follows: buildings and improvements,
25 to 33 years; LPG storage and rental tanks, 40 years; and office furniture,
equipment and tank installation costs, 5 to 10 years. Leasehold improvements
are amortized over the shorter of the estimated useful life or the lease
term. When property, plant or equipment is retired or otherwise disposed, the
cost and related accumulated depreciation is removed from the accounts, and
the resulting gain or loss is credited or charged to operations. Maintenance
and repairs are expensed as incurred, while replacements and betterments that
extend estimated useful lives are capitalized. Property, plant and equipment
at June 30 consisted of the following:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Land $ 13,515 $ 8,388
Buildings and improvements 14,351 11,256
Storage and consumer tanks 211,104 206,014
Other equipment 50,783 27,843
------------- ------------
289,753 253,501
Accumulated depreciation 14,465 5,558
------------- ------------
$ 275,288 $ 247,943
------------- ------------
------------- ------------
</TABLE>
<PAGE>
GOODWILL AND OTHER INTANGIBLE ASSETS- Goodwill, the excess of acquisition
cost over the estimated fair market value of identifiable net assets of
acquired businesses, is being amortized on a straight-line basis over 40
years. Noncompete agreements are amortized over the term of the applicable
agreements. Financing costs are amortized over the term of the Senior Notes.
Goodwill and other intangible assets at June 30 consisted of the following:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Goodwill $ 232,356 $ 213,092
Noncompete and other 10,731 4,398
Financing costs 8,532 7,116
------------- -------------
251,619 224,606
Accumulated amortization 9,420 2,858
------------- -------------
$ 242,199 $ 221,748
------------- -------------
------------- -------------
</TABLE>
It is the Partnership's policy to review long-lived assets including
intangible assets for impairment whenever events or changes in circumstances
indicate that the carrying amount of such assets may not be recoverable. If
such a review should indicate that the carrying amount of such assets is not
recoverable, it is the Partnership's policy to reduce the carrying amount of
such assets to fair value.
INCOME TAXES- Neither Cornerstone Partners nor the Operating Partnership is
directly subject to federal and state income taxes. Instead, taxable income
or loss is allocated to the individual partners. As a result, no income tax
expense has been reflected in the Partnership's consolidated financial
statements relating to the earnings of Cornerstone Partners or the Operating
Partnership. The Operating Partnership has two subsidiaries which operate in
corporate form and are subject to federal and state income taxes.
Accordingly, the Partnership's consolidated financial statements reflect
income tax expense related to the earnings of these corporate subsidiaries.
Net earnings for financial statement purposes may differ significantly from
taxable income reportable to Unitholders as a result of differences between
the tax basis and financial reporting basis of assets and liabilities and the
taxable income allocation requirements under the Partnership agreement and
the Internal Revenue Code.
NET INCOME PER UNIT- Net income per Unit is computed by dividing net income,
after deducting the General Partners' 2% interest, by the weighted average
number of outstanding Common and Subordinated Units. In accordance with the
Offering Prospectus, 100% of the income for the 14-day period ended December
31, 1996, was allocated to the Subordinated Unitholders and the General
Partners.
UNIT-BASED COMPENSATION- The Partnership accounts for unit-based compensation
as (a) deferred compensation for time-vesting units and (b) contingent
consideration for performance-vesting units. Compensation for the
time-vesting units was accrued at the time of the IPO. No time-vesting units
or performance-vesting units were vested as of June 30, 1998. Neither
time-vesting units or performance-vesting units were considered Common Unit
equivalents for the purpose of computing primary earnings per unit. In 1996,
the Partnership adopted the provisions of the Statement of Financial
Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based
Compensation" for disclosure purposes only. Pro forma disclosures of net
income and net income per unit if the fair value based method of accounting
for equity instruments under SFAS No. 123 had been applied would not change
net income and net income per unit.
RECENTLY ISSUED ACCOUNTING STANDARDS- SFAS No. 128, "Earnings per Share,"
issued in February 1997 and effective for fiscal year ending after December
15, 1997, establishes and simplifies standards for computing and presenting
earnings per share. Implementation of SFAS No. 128 did not have an impact on
the Partnership's computation or presentation of earnings per unit, as the
Partnership's common unit equivalents have had no effect on earnings per unit
amounts.
SFAS No. 130, "Reporting Comprehensive Income," issued in June 1997 and
effective for fiscal years beginning after December 15, 1997, established
standards for reporting and display of the total of net income and all other
nonowner changes in partners' capital, or comprehensive income, either below
net income in the statement of operations, in a separate statement of
comprehensive income or within the statement of partners' capital. The
Partnership has had no significant items of other comprehensive income.
<PAGE>
SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information," was issued in June 1997 and effective for fiscal years beginning
after December 15, 1997. SFAS No. 131 introduces a new model for segment
reporting called the "management approach" that is based on the way that the
chief operating decision maker organizes segments within a company for making
operating decisions and assessing performance. The model is used for disclosures
of each segment. The Partnership is currently assessing its impact on disclosure
requirements for the next fiscal year.
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities,"
was issued in June 1998. SFAS No. 133 provides a comprehensive standard for
the recognition and measurement of derivatives and hedging activities. The
standard requires all derivatives to be recorded on the balance sheet at fair
value and establishes special accounting for three types of hedges. The
accounting treatment for each of these three types of hedges is unique but
results in including the offsetting changes in fair values of cash flows of
both the hedge and hedged item in results of operations in the same period.
Changes in fair value of derivatives that do not meet the criteria of one of
the aforementioned categories of hedges are included in the results of
operations. SFAS No. 133 is effective for the Partnership's fiscal year
beginning July 1, 1999. The Partnership is currently assessing its impact on
the Partnership's financial position and results of operations.
3. LONG-TERM DEBT
Long-term debt at June 30 consisted of the following:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Working Capital Facility $ 8,720 $ 4,600
Senior Notes 220,000 220,000
Notes payable 12,218 12,668
---------- ----------
240,938 237,268
Less current maturities 3,800 5,736
---------- ----------
$ 237,138 $ 231,532
---------- ----------
---------- ----------
</TABLE>
Concurrently with the IPO, the Operating Partnership entered into a credit
agreement (the "Bank Credit Agreement") which consists of a Working Capital
Facility and an Acquisition Facility.
The Working Capital Facility provides for revolving borrowings up to
$50.0 million (including a $20.0 million sublimit for letters of credit) and
matures on December 31, 1999. The Bank Credit Agreement provides that there
must be less than $10.0 million outstanding under the Working Capital
Facility (excluding letters of credit) for at least 30 consecutive days
during each fiscal year. Outstanding letters of credit totaled $9.8 million
at June 30, 1998.
The Acquisition Facility provides the Operating Partnership with the
ability to borrow up to $75.0 million to finance propane business
acquisitions. The Acquisition Facility operates as a revolving facility
through December 31, 1999, at which time any loans then outstanding may be
converted to term loans and be amortized quarterly for a period of four years
thereafter. No amounts were outstanding at June 30, 1998.
The Operating Partnership's obligations under the Bank Credit Agreement
are secured, on an equal and ratable basis, with its obligations under the
Senior Note Agreement, by a first priority security interest in the Operating
Partnership's inventory, accounts receivable and propane storage tanks. Loans
under the Bank Credit Agreement bear interest at variable base or Eurodollar
rates. At June 30, 1998, the applicable base and Eurodollar rates were 8.625%
and 6.425%, respectively. In addition, an annual fee is payable quarterly by
the Operating Partnership (whether or not borrowings occur) ranging from
.125% to .325% depending upon the coverage ratio. The weighted-average
interest rates for the Bank Credit Agreement for the periods ended June 30,
1998 and 1997 were 7.6% and 8.5%, respectively.
<PAGE>
The Bank Credit Agreement contains various terms and covenants, including
financial covenants with respect to debt and interest coverage, and
limitations, among others, on the ability of the Operating Partnership and
its Subsidiaries to incur or maintain certain indebtedness or liens, make
investments and loans, sell assets, and enter into mergers, consolidations or
sales of all or substantially all of its assets. The Operating Partnership
was in compliance with all terms and covenants at June 30, 1998.
On the IPO date, the Operating Partnership issued $220.0 million of
Senior Notes with a fixed annual interest rate of 7.53% pursuant to note
purchase agreements with various investors (collectively, the "Note
Agreement"). The Senior Notes mature on December 30, 2010, and require
semi-annual interest payments each December 30 and June 30. The Note
Agreement requires that the principal be paid in equal annual installments of
$27.5 million starting December 30, 2003.
Notes payable consist of mortgages, capital leases and noncompete
agreements. At June 30, 1998, these notes payable carried interest rates
ranging from 7.5% to 10.0% and were due periodically through fiscal 2008.
Aggregate annual maturities of the long-term debt outstanding at June 30 are:
<TABLE>
<CAPTION>
<S> <C>
1999 $ 3,800
2000 11,352
2001 1,510
2002 1,043
2003 28,350
Thereafter 194,883
----------
$ 240,938
----------
----------
</TABLE>
4. DISTRIBUTIONS OF AVAILABLE CASH
The Partnership will make distributions to its partners with respect to
each fiscal quarter of the Partnership within 45 days after the end of each
fiscal quarter in an aggregate amount equal to its Available Cash for such
quarter. Available Cash generally means, with respect to any fiscal quarter
of the Partnership, all cash on hand at the end of such quarter less the
amount of cash reserves established by the Managing General Partner in its
reasonable discretion for future cash requirements. These reserves are
retained to provide for the proper conduct of the Partnership's business, the
payment of debt principal and interest and to provide funds for distribution
during the next four quarters.
The Partnership will distribute 100% of its Available Cash (98% to all
Unitholders and 2% to the General Partners) until the Minimum Quarterly
Distribution ($.54 per unit) for such quarter has been met. During the
Subordination Period (defined below), to the extent there is sufficient
Available Cash, the holders of Common Units have the right to receive the
Minimum Quarterly Distribution, plus any arrearages, prior to the
distribution of Available Cash to holders of Subordinated Units.
The Subordination Period will be the first day of any quarter beginning
after December 31, 2001, in which (a) distributions from Operating Surplus
(as defined in the Partnership Agreement) on the Common Units and the
Subordinated Units with respect to each of the three consecutive four-quarter
periods immediately preceding such date equaled or exceeded the Minimum
Quarterly Distribution on all of the outstanding Common and Subordinated
Units during such periods, (b) the Adjusted Operating Surplus (as defined in
the Partnership Agreement) generated during each of the three consecutive
four-quarter periods immediately preceding such date equaled or exceeded the
Minimum Quarterly Distribution on all of the outstanding Common and
Subordinated Units plus the related distribution on the General Partner
interests in the Partnership during such periods, and (c) there were no
outstanding Common Unit Arrearages.
<PAGE>
5. COMMITMENTS AND CONTINGENCIES
The Partnership has succeeded to obligations of the self-insurance
programs maintained by Empire and Synergy for any incidents occurring prior
to December 17, 1996. These companies' insurance programs provided coverage
for comprehensive general liability and vehicle liability for catastrophic
exposures as well as those risks required to be insured by law or contract.
These companies retained a significant portion of certain expected losses
related primarily to comprehensive general liability and vehicle liability.
Estimated liabilities for self-insured losses were recorded based upon the
Partnerships' estimates of the aggregate self-insured liability for claims
incurred.
A number of personal injury, property damage and product liability suits
are pending or threatened against the Partnership. These lawsuits have arisen
in the ordinary course of the Partnership's business and involve claims for
actual damages and in some cases, punitive damages, arising from the alleged
negligence of the Partnership or as a result of product defects or similar
matters. Of the pending or threatened matters, a number involve property
damage and several involve serious personal injuries. In certain cases, the
claims made are for relatively large amounts. Although any litigation is
inherently uncertain, based on past experience, the information currently
available and the presence of insurance coverage, the Partnership does not
believe that these pending or threatened litigation matters will have a
material adverse effect on its results of operations or its financial
condition.
6. RESTRICTED UNIT PLAN
The Partnership adopted the 1996 Restricted Unit Plan (the "Restricted
Unit Plan") which authorizes the issuance of Common Units with an aggregate
value of $12.5 million (approximately 583,000 Common Units) to directors,
executives, managers and selected supervisors of the Partnership. Units
issued under the Restricted Unit Plan are subject to a bifurcated vesting
procedure such that (a) 25% of the issued Units will vest over time with
one-third of such units vesting at the end of each of the third, fifth and
seventh anniversaries of the issuance date, and (b) the remaining 75% of the
Units will vest automatically upon, and in the same proportions as, the
conversion of Subordinated Units to Common Units. Restricted Unit Plan
participants are not eligible to receive quarterly distributions or vote
their respective Units until vested. Restrictions generally limit the sale or
transfer of the Units during the restricted periods. The value of the
restricted Unit is established by the market price of the Common Unit at the
date of grant. As of June 30, 1998, restricted common units with a value of
$10.4 million have been awarded.
7. PARTNERS' CAPITAL
The Subordinated Units will convert into Common Units on the first day
after the record date established for the distribution in respect of any
quarter ending on or after (a) December 31, 1999, (with respect to
one-quarter of the Subordinated Units) and (b) December 31, 2000 (with
respect to one-quarter of the Subordinated Units) in respect of which (i)
distributions of Available Cash from Operating Surplus on the Common Units
and the Subordinated Units with respect to each of the three consecutive
four-quarter periods immediately preceding such date equaled or exceeded the
sum of the Minimum Quarterly Distribution on all of the outstanding Common
Units and Subordinated Units during such periods, (ii) the Adjusted Operating
Surplus generated during each of the two consecutive four-quarter periods
immediately preceding such date equaled or exceeded the sum of the Minimum
Quarterly Distribution on all of the outstanding Common Units and
Subordinated Units and the related distribution on the general partner
interests in the Partnership during such periods, and (iii) there are no
outstanding Common Unit Arrearages; provided, however that the early
conversion of the second one-quarter of Subordinated Units may not occur
until at least one year following the early conversion of the first
one-quarter of Subordinated Units.
Upon expiration of the Subordination Period, all remaining Subordinated
Units will convert into Common Units on a one-for-one basis and will
thereafter participate pro rata with the other Common Units in distributions
of Available Cash.
<PAGE>
8. EMPLOYEE BENEFIT PLAN
The Partnership established a defined contribution retirement plan
available to substantially all employees. Employees who elect to participate
may contribute a percentage of their salaries to the plan. The Partnership
may make contributions to the plan at the discretion of the Board of
Directors. Contributions to the plan were not material for the year ended
June 30, 1998 or the period ended June 30, 1997.
9. OPERATING LEASES
The Partnership leases retail sales offices and administrative office
space under noncancelable operating leases expiring at various times through
fiscal year 2008. These leases generally contain renewal options and require
the Partnership to pay all executory costs (property taxes, maintenance and
insurance). Lease expense for the year ended June 30, 1998 was $5.6 million
and for the period December 17, 1996 to June 30, 1997 was $2.5 million.
Future minimum lease payments at June 30 were:
<TABLE>
<CAPTION>
<S> <C>
1999 $ 5,046
2000 4,519
2001 4,258
2002 3,857
2003 3,210
Thereafter 2,378
</TABLE>
10. ADDITIONAL CASH FLOW INFORMATION
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
NONCASH TRANSACTIONS
Assets acquired in exchange for partnership interest $17,589 $14,784
Assets acquired in exchange for current liabilities and long term $7,243 $3,527
debt
CASH PAYMENT INFORMATION
Cash paid for interest $10,939 $9,942
</TABLE>
11. QUARTERLY DATA (UNAUDITED)
<TABLE>
<CAPTION>
FISCAL 1998: September 30 December 31 March 31 June 30
------------ ----------- -------- -------
<S> <C> <C> <C> <C>
Revenues $ 152,157 $ 241,778 $ 229,332 $ 144,862
Operating income (loss) (2,892) 14,569 19,916 (2,818)
Net income (loss) (7,694) 9,502 15,049 (7,431)
Net income (loss) per unit (.44) .54 .76 (.37)
Dec. 17, 1996 to
FISCAL 1997: Dec. 31, 1996 March 31 June 30
------------- -------- -------
Revenues $ 40,370 $ 220,566 $ 128,694
Operating income (loss) 4,076 15,107 (3,419)
Net income (loss) 3,293 10,637 (8,174)
Net income (loss) per unit 0.20 0.63 (0.49)
</TABLE>
<PAGE>
INDEPENDENT ACCOUNTANTS' REPORT
Board of Directors and Stockholders
Empire Energy Corporation
Lebanon, Missouri
We have audited the accompanying consolidated statements of operations,
stockholders' equity and cash flows of EMPIRE ENERGY CORPORATION for each of
the periods ended June 30, 1996, July 31, 1996, September 30, 1996, and
December 16, 1996. 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 generally accepted auditing
standards. 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 consolidated financial statements referred to above
present fairly, in all material respects, the results of operations and cash
flows of EMPIRE ENERGY CORPORATION for each of the periods ended June 30,
1996, July 31, 1996, September 30, 1996, and December 16, 1996, in conformity
with generally accepted accounting principles.
BAIRD, KURTZ & DOBSON
Springfield, Missouri
August 4, 1997
<PAGE>
EMPIRE ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 1996
THE MONTH ENDED JULY 31, 1996,
THE TWO MONTHS ENDED SEPTEMBER 30, 1996 AND
THE TWO AND ONE-HALF MONTHS ENDED DECEMBER 16, 1996
(IN THOUSANDS)
<TABLE>
<CAPTION>
For the Periods Ended
---------------------------------------------------------
December 16, September 30, July 31, June 30,
1996 1996 1996 1996
------ ------ ------ ------
<S> <C> <C> <C> <C>
REVENUES $ 28,166 $ 12,439 $ 2,596 $ 98,821
COST OF SALES 15,400 6,471 1,439 50,080
--------- --------- --------- ---------
GROSS PROFIT 12,766 5,968 1,157 48,741
--------- --------- --------- ---------
EXPENSES
Operating, general and administrative 6,386 4,528 2,480 33,020
Depreciation and amortization 1,344 1,087 499 5,875
--------- --------- --------- ---------
7,730 5,615 2,979 38,895
--------- --------- --------- ---------
OPERATING INCOME 5,036 353 (1,822) 9,846
INTEREST EXPENSE, NET 1,917 1,487 217 2,598
--------- --------- --------- ---------
INCOME (LOSS) BEFORE
INCOME TAXES 3,119 (1,134) (2,039) 7,248
INCOME TAX
PROVISION (BENEFIT) 1,197 (400) (765) 3,550
--------- --------- --------- ---------
NET INCOME (LOSS) $ 1,922 $ (734) $ (1,274) $ 3,698
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>
See Notes to Consolidated Financial Statements
<PAGE>
EMPIRE ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED JUNE 30, 1996
THE MONTH ENDED JULY 31, 1996,
THE TWO MONTHS ENDED SEPTEMBER 30, 1996 AND
THE TWO AND ONE-HALF MONTHS ENDED DECEMBER 16, 1996
(IN THOUSANDS)
<TABLE>
<CAPTION>
Additional Total
Common Paid-in Retained Treasury Stockholders'
Stock Stock Earnings Stock Equity
------- ----------- --------- -------- -------------
<S> <C> <C> <C> <C> <C>
BALANCE, JUNE 30, 1995 $ 12 $ 46,099 $ 445 $ (21) $ 46,535
NET INCOME -- -- 3,698 -- 3,698
--------- -------------- -------------- --------- --------------
BALANCE, JUNE 30, 1996 12 46,099 4,143 (21) 50,233
NET LOSS -- -- (1,274) -- (1,274)
--------- -------------- -------------- --------- --------------
BALANCE, JULY 31, 1996 12 46,099 2,869 (21) 48,959
PURCHASE OF COMPANY
STOCK (11) (70,744) -- -- (70,755)
EFFECT OF PURCHASE
ACCOUNTING -- 26,966 (2,869) 21 24,118
NET LOSS -- -- (734) -- (734)
--------- -------------- -------------- --------- --------------
BALANCE, SEPTEMBER 30, 1996 1 2,321 (734) -- 1,588
PURCHASE OF COMPANY STOCK (1) (13,999) -- -- (14,000)
EFFECT OF PURCHASE
ACCOUNTING 1 25,677 734 -- 26,412
NET INCOME -- -- 1,922 -- 1,922
--------- -------------- -------------- --------- --------------
BALANCE, DECEMBER 16, 1996 $ 1 $ 13,999 $ 1,922 $ -- $ 15,922
--------- -------------- -------------- --------- --------------
--------- -------------- -------------- --------- --------------
</TABLE>
See Notes to Consolidated Financial Statements
<PAGE>
EMPIRE ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED JUNE 30, 1996
THE MONTH ENDED JULY 31, 1996,
THE TWO MONTHS ENDED SEPTEMBER 30, 1996 AND
THE TWO AND ONE-HALF MONTHS ENDED DECEMBER 16, 1996
(IN THOUSANDS)
<TABLE>
<CAPTION>
December 16, September 30, July 31, June 30,
1996 1996 1996 1996
------------ ------------- -------- --------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net income (loss) $ 1,922 $ (734) $ (1,274) $ 3,698
Items not requiring (providing) cash:
Depreciation 1,195 1,002 474 5,593
(Gain) loss on sale of assets -- (4) 8 (67)
Amortization 149 85 25 282
Deferred income taxes (126) -- -- 1,075
Changes in:
Trade receivables (6,089) (2,485) 222 (1,799)
Inventories (147) (3,896) (340) (348)
Accounts payable 998 283 335 1,301
Accrued expenses and self insurance 2,114 1,164 (5) 2,124
Income taxes payable (refundable) 1,016 209 (768) 270
Due from SYN, Inc. (1,863) -- -- --
Prepaid expenses and other (1,678) (536) (100) (279)
--------- --------- --------- ---------
Net cash provided by (used in)
operating activities (2,509) (4,912) (1,423) 11,850
--------- --------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES
Proceeds from sale of assets 25 18 14 162
Purchases of property and equipment (1,475) (861) (487) (3,184)
Capitalized costs (242) -- -- --
Purchase of assets from SYN Inc. -- -- -- (35,980)
--------- --------- --------- ---------
Net cash used in investing activities (1,692) (843) (473) (39,002)
--------- --------- --------- ---------
</TABLE>
<PAGE>
EMPIRE ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEAR ENDED JUNE 30, 1996
THE MONTH ENDED JULY 31, 1996,
THE TWO MONTHS ENDED SEPTEMBER 30, 1996 AND
THE TWO AND ONE-HALF MONTHS ENDED DECEMBER 16, 1996
(IN THOUSANDS)
<TABLE>
<CAPTION>
December 16, September 30, July 31, June 30,
1996 1996 1996 1996
------------ ------------- -------- --------
<S> <C> <C> <C> <C>
CASH FLOWS FROM FINANCING
ACTIVITIES
Increase (decrease) in credit facilities $ 4,806 $ 4,800 $ -- $ (5,500)
Principal payments on purchase
Obligations (64) (35) (15) (126)
Checks in process of collection (37) 37 -- (158)
Proceeds from (repayments of)
acquisition credit facility -- (31,100) -- 35,000
Proceeds from management buy out
Loan -- 94,000 -- --
Purchase of company stock in
management buy out -- (59,000) -- --
Payment of debt acquisition costs -- (3,100) -- --
--------- --------- --------- ---------
Net cash provided by (used in)
financing activities 4,705 5,602 (15) 29,216
--------- --------- --------- ---------
INCREASE (DECREASE) IN CASH 504 (153) (1,911) 2,064
CASH, BEGINNING OF PERIOD -- 153 2,064 0
--------- --------- --------- ---------
CASH, END OF PERIOD $ 504 $ 0 $ 153 $ 2,064
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>
See Notes to Consolidated Financial Statements
<PAGE>
EMPIRE ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
The consolidated financial statements for the periods ended July 31, 1996,
September 30, 1996, and December 16, 1996, are presented because of the
changes in control described in Note 2. Due to the seasonal nature of the
propane business, the results of operations for these periods are not
necessarily indicative of results to be expected for a full year.
NATURE OF OPERATIONS
The Company's principal operations are the retail sale of LP gas. Most of
the Company's customers are owners of residential single or multi-family
dwellings who make periodic purchases on credit. Such customers are located
in the Southeast and Midwest regions of the United States.
ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles 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 Empire
Energy Corporation and its subsidiaries. All significant intercompany
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.
<PAGE>
EMPIRE ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)
FUTURES CONTRACTS
The Company uses commodity futures contracts to reduce the risk of future
price fluctuations for LPG inventories and contracts. Gains and losses on
futures contracts purchased as hedges are deferred and recognized in cost of
sales as a component of the product cost for the related hedged transaction. In
the statement of cash flows, cash flows from qualifying hedges are classified in
the same category as the cash flows of the items being hedged. Net realized
gains and losses and unrealized gains and losses on open positions are not
material.
PROPERTY AND EQUIPMENT
Depreciation is provided on all property and equipment on the
straight-line method over estimated useful lives of 5 to 33 years.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The company's only financial instruments are cash, long-term debt and
related accrued interest for which their carrying amounts approximate fair
value.
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
The excess of cost over fair value of net assets acquired (originally
$4,850,000) is being amortized on the straight-line basis over 20 years.
NOTE 2: CHANGES OF CONTROL
On June 30, 1994, the Company was separated from Empire Gas Corporation
(subsequently All Star Gas referred to hereafter as Empire Gas) in an exchange
of the majority ownership of Empire Gas for all of the shares of the Company (a
subsidiary of Empire Gas). The Company received locations principally in the
Southeast plus certain home office assets and liabilities.
<PAGE>
EMPIRE ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2: CHANGES OF CONTROL (CONTINUED)
Professional and other fees amounting to $1,926,000 were incurred in
connection with an effort to sell the Company and are included in general and
administrative expense during the year ended June 30, 1996.
On August 1, 1996, the principal shareholder of the Company since its
inception and certain other shareholders sold their interest in the Company to a
new entity formed by the remaining shareholders of the Company (Management Buy
Out).
In connection with this transaction, the principal shareholder of the
Company terminated employment with the Company as well as terminated certain
lease and use agreements. The new entity was principally owned by the son of the
former principal shareholder. All references in these financial statements to
the principal shareholder relate to the former principal shareholder.
The new entity paid approximately $59,000,000 cash, and distributed certain
home office assets and a portion of the SYN Inc. receivable in exchange for the
shares of Company stock purchased. In addition to the above consideration, the
new entity issued a $5,000,000 note payable to the principal shareholder. The
amount paid to the selling shareholders was financed with proceeds from a new
credit agreement.
The new credit facility provides for a $42,000,000 term loan, a $52,000,000
second term loan, a $20,000,000 working capital facility and a $10,000,000
acquisition credit facility. The new credit facility includes working capital,
capital expenditures, cash flow and net worth requirements as well as dividend
restrictions.
On October 7, 1996, the new ownership of the Company pursuant to the
Management Buy Out sold 100% of Company common stock for approximately
$14,000,000 cash to Northwestern Growth Corporation (NGC).
Because of the changes in control of the Company, the balance sheet accounts
were adjusted at August 1, 1996 and October 7, 1996, to reflect new bases
determined using the principles of purchase accounting.
<PAGE>
EMPIRE ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3: SYNERGY ACQUISITION
On August 15, 1995, the Company acquired the assets of 38 retail locations
previously operated by Synergy Group, Inc. These locations were purchased from
SYN Inc., a company formed for the purpose of acquiring Synergy Group
Incorporated. SYN Inc. is majority owned by Northwestern Growth Corporation, a
wholly-owned subsidiary of Northwestern Public Service Company, and minority
owned and managed by Empire Gas. The purchase price of the 38 retail locations
was approximately $38 million. The total consideration for the purchase was
approximately $36 million in cash financed by the new acquisition credit
facility (see Note 5) plus the assets of nine retail locations principally in
Mississippi valued at approximately $2 million. The results of operations for
the period after August 15, 1995, of the Synergy locations are included in the
accompanying financial statements. The purchase price of the Synergy assets has
been allocated as follows (In Thousands):
<TABLE>
<S> <C> <C>
Current assets $ 2,499
Property and equipment 27,435
Due from SYN Inc. 7,978
-----------
$ 37,912
-----------
-----------
</TABLE>
Unaudited pro forma operations assuming the acquisition was made at the
beginning of the year ended June 30, 1995, is presented below. Pro forma results
for the year ended June 30, 1996, are not presented since they would not differ
materially from the audited results of operations presented in the statement of
income.
<TABLE>
<CAPTION>
1995
----
(In Thousands)
<S> <C>
Operating revenue $ 82,222
Cost of product sold 40,724
-----------
Gross profit $ 41,498
-----------
-----------
</TABLE>
The purchase price of the assets acquired from SYN Inc. is subject to
adjustment based on the amount of working capital acquired by the Company. A
receivable has been recorded in the amount of $3,978,000, which reflects the
reduction in purchase price of the assets based on the amount of working capital
acquired. On August 1, 1996, this receivable was assigned to the former
principal shareholder in connection with the management buy out.
<PAGE>
EMPIRE ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3: SYNERGY ACQUISITION (CONTINUED)
The purchase price of the assets acquired from SYN Inc. is also subject to
adjustment based on the value of consumer tanks which cannot be located within a
specified period of time. The Company has made a claim to SYN Inc. for
approximately $4,000,000 which represents the value of unlocated tanks at June
30, 1996. A receivable for these tanks has been recorded on the balance sheet at
June 30, 1996. On August 1, 1996, one-half of this receivable was assigned to
the former principal shareholder in connection with the management buy out.
In connection with the October 7, 1996, acquisition of the Company's stock
by NGC, the SYN Inc. receivable was paid in full and assumed by NGC.
NOTE 4: RELATED-PARTY TRANSACTIONS
The Company provides data processing, office rent and other clerical services
to two corporations owned by officers and shareholders of the Company and is
reimbursed $5,000 per month for these services.
The Company leases a jet aircraft and an airport hangar from a corporation
owned by the principal shareholder of the Company. The lease requires annual
rent payments of $100,000. In addition to direct lease payments, the Company is
also responsible for the operating costs of the aircraft and the hangar. The
lease agreement was terminated August 1, 1996, in connection with the management
buy out.
The Company has an agreement with a corporation owned by the principal
shareholder of the Company which provides the Company the right to use business
guest facilities. The agreement requires annual payments of $250,000. In
addition to direct payments, the Company is also responsible for providing
vehicles and personnel to serve as security for the facilities. This agreement
was terminated August 1, 1996, in connection with the management buy out.
The Company leases the corporate home office, land, buildings and certain
equipment from a corporation owned principally by the principal shareholder. The
lease requires annual payments of $200,000. The lease was terminated August 1,
1996, in connection with the management buy out.
The Company leases a lodge from a corporation owned by the principal
shareholder of the Company. The lease requires annual rent payments of $120,000.
The lease was terminated August 1, 1996, in connection with the management buy
out.
<PAGE>
EMPIRE ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4: RELATED-PARTY TRANSACTIONS (CONTINUED)
On August 1, 1996, the Company entered into a new lease agreement with
entities controlled by the former principal shareholder. The new lease agreement
provides for the payment of $600,000 per year for the corporate home office,
land, buildings and certain equipment, the use of the airport hangar and the
right to use land underlying the Company's warehouse facility. This lease was
assumed by Cornerstone on December 17, 1996.
A subsidiary of the Company entered into a seven-year services agreement with
Empire Gas to provide data processing and management information services
beginning July 1, 1994. The services agreement provides for payments by Empire
Gas to be based on an allocation of the subsidiary's actual costs based on the
gallons of LP gas sold by Empire Gas as a percentage of the gallons of LP gas
sold by the Company and Empire Gas combined. For the year ended June 30, 1996,
total amount received related to this services agreement was $713,000. For the
month ended July 31, 1996, the two months ended September 30, 1996, and the two
and one-half months ended December 16, 1996, amounts were $88,000, $195,000 and
$173,000, respectively. Such amounts have been netted against related general
and administrative expenses in the accompanying statements of operations. This
services agreement was assumed by Cornerstone on December 17, 1996.
NOTE 5: LONG-TERM DEBT
Long-term debt at June 30, 1996, consists of the following:
<TABLE>
<CAPTION>
(In Thousands)
<S> <C>
Revolving credit facility (A) $ --
Acquisition credit facility (B) 31,100
Purchase contract obligations (C) 361
-------------
31,461
Less current maturities 6,019
-------------
$ 25,442
-------------
-------------
</TABLE>
<PAGE>
EMPIRE ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5: LONG-TERM DEBT (CONTINUED)
(A) The Company has an agreement with a lender to provide a revolving credit
facility. The facility provides for borrowings up to $20 million, bears
interest at either 1/2% over the lender's prime rate or 11/8% over the
Eurodollar rate and matures June 30, 2000. The facility includes working
capital, capital expenditure, cash flow and net worth requirements as
well as dividend restrictions which limit the payment of cash dividends
to 50% of the preceding year's net income. The Company's unused revolving
credit line at June 30, 1996, amounted to $18,148,000 after considering
$1,852,000 of letters of credit. The credit facility was terminated
August 1, 1996, in connection with the management buy out.
(B) On August 15, 1995, the Company modified the above agreement to include a
$35 million acquisition credit facility which was used for the purchase
of assets from SYN Inc. The acquisition credit facility bears interest at
either 1/2% over the lender's prime rate or 1 1/8% over the Eurodollar
rate. The acquisition credit facility requires quarterly principal
payments of $1,944,000. This credit facility was terminated August 1,
1996, in connection with the management buy out.
(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. The Company has also entered
into purchase contract obligations for equipment used in administrative
activities. At June 30, 1996, these obligations carried interest rates
ranging from 7% to 10% and are due periodically through 2001.
(D) On August 1, 1996, in conjunction with the management buyout, the Company
entered into an agreement with a lender to provide a $42 million term
note maturing December 31, 2002, a $52 million term note maturing
December 31, 2006, a $20 million revolving working capital credit
facility maturing June 30, 2001, and a $10 million acquisition credit
facility maturing June 30, 2001. The Company has the choice of keeping
the borrowings at prime or transferring the loans to Eurodollar. Amounts
at prime on these notes bear interest at the Bank of Boston daily rate
or1/2% over the Federal Funds Rate. Amounts at Eurodollar on these notes
bear interest at the Eurodollar rate plus an applicable margin which is
dependent on a ratio of debt (excluding note payable to former principal
shareholder and purchase contract obligations) to earnings before
depreciation, interest and income taxes. The facility includes working
capital, capital expenditures, cash flow and net worth requirements as
well as dividend restrictions. This credit facility was terminated
December 16, 1996, in connection with the public offering.
<PAGE>
EMPIRE ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5: LONG-TERM DEBT (CONTINUED)
(E) On August 1, 1996, in conjunction with the management buyout, the Company
entered into a $5 million subordinated promissory note bearing interest
at 8% with the former principal shareholder of the Company. On October 7,
1996, this note was paid by NGC.
NOTE 6: INCOME TAXES
The provision (credit) for income taxes includes these components (in
thousands):
<TABLE>
<CAPTION>
Two and Two One
One-Half Months Month Year
Months Ended Ended Ended Ended
December 16, September 30, July 31, June 30,
1996 1996 1996 1996
------------ ------------- ---------- ----------
<S> <C> <C> <C> <C>
Taxes currently payable (refundable) $ 1,323 $ (400) $ (765) $ 2,475
Deferred income taxes (126) -- -- 1,075
----------- ----------- ------- ---------
$ 1,197 $ (400) $ (765) $ 3,550
----------- ----------- ------- ---------
----------- ----------- ------- ---------
</TABLE>
A reconciliation of income tax expense at the statutory rate to the Company's
actual income tax expense is shown below (in thousands):
<TABLE>
<CAPTION>
Two and Two One
One-Half Months Month Year
Months Ended Ended Ended Ended
December 16, September 30, July 31, June 30,
1996 1996 1996 1996
------------ ------------- ---------- ----------
<S> <C> <C> <C> <C>
Computed at the statutory rate (34%) $ 1,060 $ (386) $ (693) $ 2,464
Increase resulting from:
Amortization of excess of cost over
fair value of net assets acquired 196 33 17 79
State income taxes - net of federal
tax benefit 102 (54) (100) 248
Change in estimated taxes 700
Other (161) 7 11 59
----------- ----------- ------- ---------
Actual tax provision $ 1,197 $ (400) $ (765) $ 3,550
----------- ----------- ------- ---------
----------- ----------- ------- ---------
</TABLE>
<PAGE>
EMPIRE ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7: SELF-INSURANCE AND RELATED CONTINGENCIES
Under the Company's insurance program, coverage for comprehensive general
liability and vehicle liability is obtained for catastrophic exposures as well
as those risks required to be insured by law or contract. The Company retains a
significant portion of certain expected losses related primarily to
comprehensive general liability and vehicle liability. Under these insurance
programs, the Company self-insures the first $1 million of coverage (per
incident) on general liability and on vehicle liability. In addition, the
Company has a $100,000 deductible for each and every liability claim. The
Company obtains excess coverage from carriers for these programs on claims-made
basis policies. The excess coverage for comprehensive general liability provides
a loss limitation that limits the Company's aggregate of self-insured losses to
$1.5 million per policy period.
The Company self insures the first $250,000 of workers' compensation coverage
(per incident). The Company purchased excess coverage from carriers for workers'
compensation claims in excess of the self-insured coverage. Provisions for
losses expected under this program were recorded based upon the Company's
estimates of the aggregate liability for claims incurred. The Company provided
letters of credit aggregating approximately $1,852,000 in connection with this
program.
Provisions for self-insured losses are recorded based upon the Company's
estimates of the aggregate self-insured liability for claims incurred.
The Company self-insures health benefits provided to the employees of the
Company and its subsidiaries. Provisions for losses expected under this program
are recorded based upon the Company's estimate of the aggregate liability for
claims incurred.
In conjunction with the restructuring that occurred in June 1994, the Company
agreed to indemnify Empire Gas for 47.7% of the self-insured liabilities of
Empire Gas incurred prior to June 30, 1994. The Company includes in its
self-insurance liability its best estimate of the amount it will owe Empire Gas
under the indemnification agreement.
The Company and its subsidiaries are presently defendants in various lawsuits
related to the self-insurance program and other business-related lawsuits which
are not expected to have a material, adverse effect on the Company's financial
position or results of operations. All liabilities related to the insurance
program and other business-related lawsuits were assumed by Cornerstone on
December 17, 1996.
<PAGE>
EMPIRE ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8: INCOME TAX AUDITS
The State of Missouri has assessed Empire Gas approximately $1,400,000 for
additional state income tax for the years ended June 30, 1992 and 1993. An
amount approximating one-half of the above assessment could be at issue for the
year ended June 30, 1994. Empire Gas and Empire Energy have protested these
assessments and are currently waiting for a response from the Missouri
Department of Revenue. It is likely that this matter will have to be settled in
litigation. Empire Gas and Empire Energy believe that they have a strong
position on this matter and intend to vigorously contest the assessment. It is
not possible at this time to conclude on the outcome of this matter.
The Company and its subsidiaries are presently included in various state tax
audits which are not expected to have a material, adverse effect on the
Company's financial position or results of operation.
The Company's Federal Income Tax Returns have been audited through the year
ended June 30, 1994, and all income taxes due have either been accrued or paid.
As a former member of the Empire Gas controlled group and in connection with
a tax indemnity agreement with Empire Gas, the Company agreed to indemnify 47.7%
of the total liabilities related to these tax audits of the years ended June 30,
1994, and prior thereto.
NOTE 9: STOCK OPTIONS
The Company's stock options provide for a fixed option price of $7.00 per
share for options granted to officers and key employees. Options granted are
exercisable beginning one year after the date of grant at the rate of 20% per
year and expire six years after the date of grant. Option activity for each
period was:
<PAGE>
EMPIRE ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9: STOCK OPTIONS (CONTINUED)
<TABLE>
<S> <C>
Stock options outstanding June 30, 1995 1,145,000
Options granted 25,000
Options cancelled (50,000)
-------------
Stock options outstanding June 30, 1996 1,120,000
Options cancelled (150,000)
Options exercised (970,000)
-------------
Stock options outstanding December 16, 1996 0
-------------
-------------
</TABLE>
NOTE 10: ADDITIONAL CASH FLOW INFORMATION (IN THOUSANDS)
<TABLE>
<CAPTION>
Two and Two One
One-Half Months Month Year
Months Ended Ended Ended Ended
December 16, September 30, July 31, June 30,
1996 1996 1996 1996
------------ ------------- -------- --------
<S> <C> <C> <C> <C>
NONCASH INVESTING AND FINANCING
ACTIVITIES
Purchase contract obligations incurred $ -- $ -- $ -- $ 222
Nonmonetary assets distributed to
former principal shareholders -- 6,755 -- --
Note payable issued to former
principal shareholder -- 5,000 -- --
ADDITIONAL CASH PAYMENT INFORMATION
Interest paid -- 804 106 2,432
Income taxes paid (refunded) -- (609) -- 2,995
</TABLE>
<PAGE>
EMPIRE ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11: 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:
DEPENDENCE ON PRINCIPAL SUPPLIERS
Three suppliers, Conoco, Phillips and Texaco, account for approximately 50%
of Empire Energy's volume of propane purchases.
Although the Company believes that alternative sources of propane are readily
available, in the event that the Company is unable to purchase propane from one
of these three suppliers, the failure to obtain alternate sources of supply at
competitive prices and on a timely basis would have a material, adverse effect
on the Company.
ESTIMATES
Significant estimates related to self-insurance, litigation, collectibility
of receivables and income tax assessments are discussed in Notes 3, 7 and 8.
Actual losses related to these items could vary materially from amounts
reflected in the financial statements.
NOTE 12: SUBSEQUENT EVENT
On December 17, 1996, substantially all of the assets and liabilities of the
Company were contributed to Cornerstone Propane, L.P., a Delaware limited
partnership, a subsidiary of Cornerstone Propane Partners, L.P. Following this
transaction, on December 17, 1996, Cornerstone Propane Partners, L.P. completed
its initial public offering (see Note 1 to the consolidated financial statements
of Cornerstone Propane Partners, L.P. for the period ended June 30, 1997,
included in this form 10-K).
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of
CGI Holdings, Inc.
In our opinion, the accompanying consolidated statements of operations,
stockholders' equity, and cash flows present fairly, in all material respects,
the results of operations and cash flows of CGI Holdings, Inc. and its
subsidiaries for the four and one-half month period ended December 16, 1996 and
for the year ended July 31, 1996, in conformity with generally accepted
accounting principles. 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 of these
statements in accordance with generally accepted auditing standards which
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, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
PRICEWATERHOUSECOOPERS LLP
San Francisco, California
August 8, 1997
<PAGE>
CGI HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
August 1, Fiscal Year
1996 to Ended
December 16, July 31,
1996 1996
--------------- ---------------
<S> <C> <C>
Sales and other revenue $ 185,460 $ 384,354
Costs and expenses:
Cost of sales, except for depreciation
and amortization 173,155 351,213
Operating expenses 8,181 21,046
Sale of partnership interest 660 --
General and administrative expenses 1,738 3,835
Depreciation and amortization 1,604 4,216
Interest expense 2,238 5,470
--------------- ---------------
Loss before income taxes (2,116) (1,426)
Income tax benefit (748) (473)
--------------- ---------------
Net loss $ (1,368) $ (953)
--------------- ---------------
--------------- ---------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
CGI HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Additional
Common Paid-In Accumulated
Stock Warrants Capital Deficit
------------ ------------- -------------- --------------
<S> <C> <C> <C> <C>
Balance at July 31, 1995 $ 42 $ 2,134 $ 8,969 $ (3,292)
Net loss -- -- -- (953)
Repurchase of common stock -- -- (24) --
Accrued dividends on redeemable and
exchangeable preferred stock -- -- -- (778)
------------ ------------- -------------- --------------
Balance at July 31, 1996 42 2,134 8,945 (5,023)
Net loss -- -- -- (1,368)
Accrued dividends on redeemable and
exchangeable preferred stock -- -- -- (116)
------------ ------------- -------------- --------------
Balance at December 16, 1996 $ 42 $ 2,134 $ 8,945 $ (6,507)
------------ ------------- -------------- --------------
------------ ------------- -------------- --------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
CGI HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
August 1, Fiscal Year
1996 to Ended
December 16, July 31,
1996 1996
------------- -------------
<S> <C> <C>
CASH FLOWS FROM (USED FOR)
OPERATING ACTIVITIES:
Net loss $ (1,368) $ (953)
Adjustments to reconcile net loss to net cash
from (used for) operating activities:
Depreciation and amortization 1,604 4,216
Deferred income taxes (732) (516)
Sale of partnership interest 202 --
Changes in assets and liabilities net of acquisitions:
Accounts and notes receivable (11,532) (2,950)
Inventories 4,257 (1,511)
Prepaid expenses and deposits (729) (410)
Other assets (154) (193)
Accounts payable 11,082 9,327
Accrued liabilities (1,007) 172
------------- -------------
1,623 7,182
------------- -------------
CASH FLOWS FROM (USED FOR)
INVESTING ACTIVITIES:
Payments for acquisitions of retail outlets -- (3,000)
Proceeds from sale of property and
equipment 57 415
Purchases of and investments
in property and equipment (1,503) (3,060)
------------- -------------
(1,446) (5,645)
------------- -------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
CGI HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
August 1, Fiscal Year
1996 to Ended
December 16, July 31,
1996 1996
-------------- --------------
<S> <C> <C>
CASH FLOWS FROM (USED FOR)
FINANCING ACTIVITIES:
Repurchase of common stock $ -- $ (24)
Repayment of long-term debt (562) (1,250)
Borrowings on capital leases and other term
Loans -- 1,248
Repayment of other notes payable (252) (561)
Principal payments under capital lease
Obligations (506) (1,579)
Borrowings (repayments) under acquisition
Line 5,999 (2,275)
-------------- --------------
4,679 (4,441)
-------------- --------------
Net increase (decrease) in cash 4,856 (2,904)
Cash balance, beginning of period 1,519 4,423
-------------- --------------
Cash balance, end of period $ 6,375 $ 1,519
-------------- --------------
-------------- --------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
CGI HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
THE COMPANY
Pursuant to a Stock Purchase Agreement dated March 31, 1993, by and among
CGI Holdings, Inc., a Delaware corporation (the "Company") formed to effect this
transaction and a major shareholder of Coast Gas Industries ("Industries"), the
Company acquired all of the outstanding stock of Industries (the "Buyout"). The
accompanying financial statements are presented on the Company's basis of
accounting giving effect to the Stock Purchase Agreement.
The Company engages in the sale and distribution of natural gas, crude oil,
natural gas liquids, liquefied petroleum gas ("LPG"), LPG storage and
transportation equipment through its wholly-owned subsidiary, Coast Gas, Inc.
Its operations consist primarily of the sale, transportation and storage of LPG
to wholesale and retail customers; the sale of LPG storage equipment; and the
leasing of LPG storage and transportation equipment under monthly operating
leases. Sales are made to approximately 77,000 customers in seven states,
primarily in the western regions of the United States.
In connection with the Stock Purchase Agreement, the Company pays a monthly
fee to Aurora Capital Partners ("Aurora"), an investor in the Company, for
management services provided. Payments for the four and one-half month period
ended December 16, 1996 were $101,625. Payments for the year ended July 31, 1996
amounted to $250,000.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiary, Coast Gas, Inc., and its wholly-owned
subsidiary Coast Energy Group, Inc. ("CEG"). In 1989 the Company formed CEG,
headquartered in Houston, Texas, to conduct its wholesale procurement and
distribution operations. All significant intercompany transactions have been
eliminated in consolidation.
<PAGE>
CGI HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
REVENUE RECOGNITION
Sales of natural gas, crude oil, natural gas liquids and LPG are recognized
when delivered to the customer.
ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles 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.
CONCENTRATION OF CREDIT RISK
Financial instruments that potentially subject the Company to significant
concentrations of credit risk consist principally of trade accounts receivable.
The Company offers credit terms on sales to its retail and wholesale customers.
The Company performs ongoing credit evaluations of its customers' financial
condition and, generally, requires no collateral from its customers. The Company
maintains an allowance for uncollectible accounts receivable based upon the
expected collectibility of all accounts receivable.
CASH FLOWS
For purposes of the comparative statements of cash flows, the Company
considers all highly liquid investments having original maturities of three
months or less to be cash equivalents. The carrying amount of cash, cash
equivalents and short-term debt approximates fair market value due to the short
maturity of these instruments.
INVENTORIES
Inventories are stated at the lower of cost or market. The cost of LPG is
determined using the last-in, first-out (LIFO) method. The cost of parts and
fittings is determined using the first-in, first-out (FIFO) method.
<PAGE>
CGI HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INVENTORIES (CONTINUED)
During the four and one-half months ended December 16, 1996, inventory
quantities were reduced. This reduction resulted in a liquidation of LIFO
inventory quantities carried at lower costs prevailing in prior years as
compared with the cost of purchases for the four and one-half month period ended
December 16, 1996, the effect of which decreased cost of goods sold by
approximately $.2 million and increased net income by approximately $.1 million.
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost. Depreciation is computed using
the straight-line method over the estimated useful lives of the assets as
follows: buildings and improvements, 25 years; LPG storage and rental tanks, 40
to 50 years; and office furniture, equipment and tank installation costs, 5 to
10 years. Leasehold improvements are amortized over the shorter of the estimated
useful life or the lease term. Depreciation of equipment acquired under capital
leases of $54,500 and $132,000 for the four and one-half month period ended
December 16, 1996 and for the year ended July 31, 1996, respectively, is
included in depreciation and amortization expense.
When property or equipment is retired or otherwise disposed, the cost and
related accumulated depreciation is removed from the accounts, and the resulting
gain or loss is credited or charged to operations. Maintenance and repairs are
charged to earnings, while replacements and betterments that extend estimated
useful lives are capitalized.
A majority of the LPG rental and storage tanks are leased to customers on a
month-to-month basis under operating lease agreements. Tank rental income of
approximately $.9 million and $2.3 million for the four and one-half month
period ended December 16, 1996 and for the year ended July 31, 1996,
respectively, is included in sales and other revenue. Direct costs associated
with the installation of LPG storage tanks leased to customers are capitalized
and amortized over the estimated average customer retention term.
<PAGE>
CGI HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
COST IN EXCESS OF NET ASSETS ACQUIRED
The excess of acquisition cost over the estimated fair market value of
identifiable net assets of acquired businesses is amortized on a straight-line
basis over forty years.
It is the Company's policy to review intangible assets for impairment
whenever events or changes in circumstances indicate that the carrying amount of
such assets may not be recoverable. If such a review should indicate that the
carrying amount of intangible assets is not recoverable, it is the Company's
policy to reduce the carrying amount of such assets to fair value.
DEFERRED CHARGES AND OTHER ASSETS
Deferred charges consist primarily of deferred debt issuance costs and
capitalized non-compete covenant agreement costs. Deferred debt issuance costs
are amortized using the bonds outstanding method over the life of the related
loans, other deferred charges are amortized on a straight-line basis over
varying lives, ranging from five to seven years. Other assets include customer
lists purchased in business acquisitions that are amortized on a straight-line
basis over a ten-year life.
FUTURES CONTRACTS
The Company routinely uses commodity futures contracts to reduce the risk
of future price fluctuations for natural gas and LPG inventories and contracts.
Gains and losses on futures contracts purchased as hedges are deferred and
recognized in cost of sales as a component of the product cost for the related
hedged transaction. In the statement of cash flows, cash flows from qualifying
hedges are classified in the same category as the cash flows from the items
being hedged. Contracts which do not qualify as hedges are marked to market,
with the resulting gains and losses charged to current operations. Net realized
gains and losses for the four and one-half month period ended December 16, 1996
and for the year ended July 31, 1996 are not material.
<PAGE>
CGI HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INTEREST RATE SWAP AGREEMENT
Interest rate differentials to be paid or received under interest rate swap
agreements are accrued and recognized over the life of the agreements. Interest
payable or receivable under these interest rate swap agreements is recognized in
the periods when market rates exceed contract limits as an increase or reduction
in interest expense. Interest rate swap agreements held by the Company expired
during fiscal 1996.
IMPAIRMENT OF LONG-LIVED ASSETS
On August 1, 1996, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed of" ("SFAS No. 121"). This statement
requires impairment losses to be recorded on long-lived assets used in
operations and certain identifiable intangible assets when indications of
impairment are present and the undiscounted cash flows estimated to be generated
by those assets are less than the assets' carrying amount. Adoption of SFAS No.
121 did not have a material impact on the financial statements.
ACCOUNTING FOR STOCK-BASED COMPENSATION
The Company applies APB Opinion 25 and related interpretations in
accounting for the stock options and stock appreciation rights. Had compensation
cost for the Company's options and stock appreciation rights been determined
based on the fair market value at the grant date of these awards consistent with
the methodology described by SFAS 123 "Accounting for Stock-Based Compensation"
the effect on the Company's net income would not have been material.
NOTE 2: ACCOUNTS AND NOTES RECEIVABLE AND OTHER ASSETS
Notes receivable arise in the ordinary course of business from the sale of
LPG storage and transportation equipment. Terms are generally from one to five
years, with interest rates ranging from 12.0% to 13.0%.
<PAGE>
CGI HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
NOTE 2: ACCOUNTS AND NOTES RECEIVABLE AND OTHER ASSETS
(CONTINUED)
The Company has accounts and notes receivable due from employees which
primarily relate to employee stock purchase loans and employee housing
assistance programs. The terms of the employee stock purchase loans require
interest payments of 6.0% per annum on the outstanding principal balance and
that all outstanding principal and interest be paid by October 31, 1997. Under
the employee housing assistance program, the Company is a guarantor on primary
residential notes issued in conjunction with the Company's relocation program
for a fixed term of seven years through October 1997. In conjunction with the
purchase of the Company (see Note 12), the balance of accounts and notes
receivable due from employees was either repaid or forgiven.
The Company, through its wholly-owned subsidiary Coast Gas, Inc., holds a
50% limited interest in Coast Energy Investments, Inc., a limited partnership.
The partnership was established to facilitate the formation of a trading fund
and is accounted for under the equity method. Coast Gas, Inc. receives a
management fee.
Effective October 1, 1996, the Company terminated its participation and
interest in Coast Energy Investments, Inc. The original partnership agreement
provided for a minimum investment term through December 1997. The termination
resulted in the sale of the Company's partnership interest to its 50% partner
and an employee of the partnership. The Company recorded a pretax loss on the
disposition of the partnership interest of $660,000. This amount consisted of a
$202,000 loss on the partnership investment and $458,000 of termination costs
consisting of salary, consulting, noncompete agreements and other related
expenes.
Beginning on December 12, 1996, insurance coverage for CGI
Holdings, Inc. was provided by Cornerstone Propane Partners, L.P. (see
Note 12). The coverage maintained was consistent with the coverage
previously held by the Company.
<PAGE>
CGI HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
NOTE 3: PROPERTY AND EQUIPMENT
LPG rental and storage tanks acquired under capital leases are pledged as
collateral under the capital lease agreements. All assets of the Company are
pledged as collateral for the Company's long-term debt under the provisions of
the Credit Agreement (see Note 4).
Depreciation expense for the four and one-half month period ended December
16, 1996 and for the year ended July 31, 1996, totaled $1.0 million and $2.4
million, respectively.
NOTE 4: LONG-TERM DEBT
During the year ended July 31, 1995, Coast Gas, Inc. entered into a Credit
Agreement (the "Credit Agreement") with Bank of America, which provided
financing of up to $35.0 million, consisting of $15.0 million in term debt and a
$20.0 million revolving credit facility. The revolving and term loans, at the
election of Coast Gas, Inc., bear interest at the Bank of America prime rate
plus 1.50% or Libor plus 2.75% per annum. Concurrently, Coast Gas, Inc. issued
$15.0 million in senior subordinated notes with a fixed interest rate of 12.50%
per annum. The proceeds of the subordinated notes and a portion of the proceeds
available under the Credit Agreement were used to repay the notes to Heller
Financial, Inc. ("Heller"). The balance of the funds available under the Credit
Agreement ("Working Capital Line") will be used for general corporate purposes
and to finance future acquisitions.
The terms of the Credit Agreement were amended during the year ended July
31, 1996 to increase the Working Capital line by an additional $3.0 million. An
additional provision of the amendment requires that the maximum amount of the
facility is fixed at $23.0 million until May 1, 1997, at which point it begins
decreasing annually to $16.0 million by May 1, 2000 and matures on September 14,
2000. Advances against the line used to finance acquisitions were $0 and $3.0
million for the four and one-half month period ended December 16, 1996 and the
year ended July 31, 1996, respectively.
The terms of the Credit Agreement contain restrictions on the issuance of
new debt or liens, the purchase or sale of assets not in the ordinary course of
business and the declaration and payment of dividends, and requires that Coast
Gas, Inc. maintain specified levels of fixed charge and interest payment
coverage ratios. The Credit Agreement also provides for prepayment of excess
funds in the event of sales of pledged assets if such funds are not reinvested
in like kind assets. The Credit Agreement provides for an unused commitment fee
of .5% on funds not drawn against the revolving line.
<PAGE>
CGI HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
NOTE 4: LONG-TERM DEBT (CONTINUED)
Total interest paid during the four and one-half month period ended
December 16, 1996, was $1.6 million of which interest paid on bank long-term and
subordinated debt totaled $1.4 million. Total interest paid during the year
ended July 31, 1996 was $5.4 million, of which interest paid on bank long-term
and subordinated debt totaled $4.4 million.
Annual maturities of revolving, term and other long-term debt through July
31, 2001, are as follows: 1997 - $2.9 million; 1998 - $3.5 million; 1999 - $3.9
million; 2000 - $4.4 million; 2001 - $13.3 million; and thereafter - $15.1
million. The subordinated notes amortize $5.0 million per annum commencing in
fiscal 2003.
Debt issuance costs associated with the new subordinated, revolving and
term bank debt totaling $2.2 million are being amortized using the bonds
outstanding method over the life of the related loans.
The carrying value of the Company's long-term debt approximates fair value,
in that most of the long-term debt is at floating market rates, or incurred at
rates that are not materially different from those current at July 31, 1996.
The Company has a Continuing Letter of Credit Agreement with Banque Paribas
to provide a $25.0 million credit guidance line for the operations of Coast
Energy Group, Inc., the Company's wholly owned subsidiary. The agreement
provides for a compensating balance of $1.3 million, and grants Banque Paribas a
security interest in certain pledged accounts receivable of CEG.
<PAGE>
CGI HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
NOTE 5: MANDATORILY REDEEMABLE SECURITIES
The Company has outstanding 62,500 shares of cumulative redeemable,
exchangeable preferred stock, with par value of $0.01 and stated value of $100.
Cumulative dividends of 10% are payable annually. Payment of dividends is
restricted under the terms of the Credit Agreement with Coast Gas, Inc. (see
Note 4). Each share of preferred stock may be redeemed at a price equal to
stated value per share plus accrued and unpaid dividends. The stock is also
exchangeable, at the option of the Company, for Coast Gas, Inc.'s subordinated
exchange debentures due September 15, 2002 (see Note 4). The stock shall, with
respect to dividend rights and rights on liquidation, winding up and
dissolution, rank senior to all classes of common stock. The Company shall
redeem the stock in full at the earliest of twelve consecutive years of unpaid
dividends, sale or disposal of substantially all the assets of the Company or
merger of the Company, subject to certain conditions. No dividends have been
declared or paid since April 1, 1993. Pursuant to the Stock Purchase and Merger
Agreement (see Note 11), no dividends were accrued after September 9, 1996.
NOTE 6: INCOME TAXES
The income tax provision for the four and one-half month period ended
December 16, 1996 and for the year ended July 31, 1996 are summarized as follows
(in thousands of dollars):
<TABLE>
<CAPTION>
December 16, July 31,
1996 1996
----------- -----------
<S> <C> <C>
Current provision:
Federal $ -- $ --
State -- 25
----------- -----------
-- 25
----------- -----------
Deferred provision (benefit):
Federal (632) (428)
State (116) (70)
----------- -----------
(748) (498)
----------- -----------
$ (748) $ (473)
----------- -----------
----------- -----------
</TABLE>
<PAGE>
CGI HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
NOTE 6: INCOME TAXES (CONTINUED)
A reconciliation of the Company's income tax provision computed at the
United States federal statutory rate to the effective rate for the recorded
provision for income taxes for the four and one-half month period ended December
16, 1996 and for the year ended July 31, 1996 is as follows:
<TABLE>
<CAPTION>
December 16, July 31,
1996 1996
----------- ---------
<S> <C> <C>
Federal statutory rate (34)% (34)%
Amortization of cost in excess of assets
Acquired 2 7
State franchise taxes, net of federal income
tax benefit (5) 2
Prior year tax adjustments -- (5)
Other, net 2 (3)
----- -----
(35)% (33)%
----- -----
----- -----
</TABLE>
Tax payments during the four and one-half month period ended December 16,
1996 and for the year ended July 31, 1996 were minimal due to the Company's tax
loss position. Payments were solely for state income taxes in various states.
As of July 31, 1996, the Company has a federal and state net operating loss
carryforward of approximately $20.0 million and $2.3 million, respectively,
available to reduce future payments of income tax liabilities. If not used, the
tax benefits of these NOL carryforwards expire during the period from 2006 to
2011.
Under the provisions of Internal Revenue Code Section 382, the annual
utilization of the Company's net operating loss carryforwards may be limited
under certain circumstances. Events which may affect utilization include, but
are not limited to, cumulative stock ownership changes of more than 50% over a
three-year period. An ownership change occurred effective March 31, 1993, due to
cumulative changes in the Company's ownership. The annual and cumulative limits
on the utilization of net operating losses incurred prior to March 31, 1993 are
approximately $1.6 million and $5.5 million, respectively.
<PAGE>
CGI HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
NOTE 6: INCOME TAXES (CONTINUED)
On December 17, 1996, a more than 50% ownership change occurred (see Note
12). As a result, utilization of net operating losses incurred before that date
will be subject to an annual limitation. Management believes the net operating
losses will be fully utilizable.
NOTE 7: LEASES
Coast Gas, Inc. leases rental tanks and vehicles from a former owner of the
Company on a month-to-month operating lease. The lease provides for cancellation
within 90 days, and includes a lease purchase option at the greater of the
original cost or current list price. Coast Gas, Inc. also leases real estate,
LPG storage tanks, and office equipment from certain of its current directors,
officers and employees under operating and capital lease agreements.
Rental payments under such leases totaled $403,000 and $204,000 for the
four and one-half month period ended December 16, 1996 and for the year ended
July 31, 1996, respectively.
Coast Gas, Inc. generally leases vehicles, computer equipment, office
equipment and real property under operating lease agreements. The typical
equipment lease term is four to six years. Real property leases generally have
terms in excess of ten years with renewal options. Rent expense under all
operating lease agreements for the four and one-half month period ended December
16, 1996 and for the year ended July 31, 1996 totaled $.9 million and $2.5
million, respectively.
Capital leases consist primarily of financing agreements for the
acquisition of LPG storage tanks with terms ranging from five to seven years.
These leases provide fixed price purchase options at the end of the
noncancelable lease term.
<PAGE>
CGI HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
NOTE 7: LEASES (CONTINUED)
As of July 31, 1996, future minimum lease commitments under noncancelable
leases, with terms in excess of one year were as follows:
<TABLE>
<CAPTION>
Operating Capital
--------------- ---------------
(In Thousands)
<S> <C> <C>
Years Ended July 31,
1997 $ 2,020 $ 1,624
1998 1,495 1,336
1999 991 1,150
2000 753 885
2001 679 113
--------------- ---------------
Total minimum lease payments $ 5,938 5,108
---------------
---------------
Less amounts representing interest 755
---------------
Present value of future minimum lease payments 4,353
Less amounts due within one year 1,362
---------------
$ 2,991
---------------
---------------
</TABLE>
Total assets acquired under capital leases totaled $0 and $1.2 million for
the four and one-half months ended December 16, 1996 and for the year ended July
31, 1996, respectively.
In addition to these minimum lease rentals, Coast Gas, Inc. has an
agreement to lease the assets of a retail LPG distributor at a fixed percentage
of the gross profits generated by the business. Contingent lease rents paid
under this lease agreement for the four and one-half month period ended December
16, 1996 and for the year ended July 31, 1996, totaled $119,000 and $344,000,
respectively. The original lease term of five years, which expired in 1995, was
extended for five years and has various renewal and purchase options available
to Coast Gas, Inc. through January 31, 2014.
Coast Gas, Inc. subleases some of its LPG storage tanks and vehicles to
other propane distributors under non-cancelable operating lease agreements. The
lease terms are generally for one year with automatic renewal provisions.
Additionally, these distributors may purchase the LPG storage tanks under lease,
at the greater of original cost or current list price. Sublease income totaled
$96,000 and $270,000 for the four and one-half month period ended December 16,
1996 and for the year ended July 31, 1996, respectively.
<PAGE>
CGI HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
NOTE 8: STOCKHOLDERS' EQUITY
EMPLOYEE BENEFIT PLANS
The Company has a 401(k) employee benefit plan. All full-time employees who
have completed one year of service and are twenty-one years of age or older are
eligible to participate. Under the plan provisions, participants are allowed to
make monthly contributions on a tax-deferred basis subject to the limitations of
the plan. In addition, the Company will contribute a discretionary matching
contribution based upon participant contributions. Employees are 100% vested for
all contributions. The plan is managed by a trustee, and is fully funded.
In 1990 the Company established a discretionary profit-sharing plan for the
benefit of all eligible full time employees. Contributions are made annually at
the sole discretion of the Board of Directors. Participant benefits vest and are
paid annually over a five-year period. Unvested contributions are forfeited upon
termination of employment, and are allocated to the remaining plan participants.
Contributions are unfunded until the time of payment. No amounts were accrued
during the four and one-half month period ended December 16, 1996 and the year
ended July 31, 1996.
EMPLOYEE BENEFIT PLANS (CONTINUED)
Additionally, the Company provides certain health and life insurance
benefits to all eligible full time employees. Expenses are recorded based upon
actual paid claims and expected liabilities for incurred but not reported claims
at year end.
WARRANTS
In conjunction with the refinancing in fiscal 1995, the Company repurchased
175,438 shares of common stock from officers of the Company for $1.0 million.
Warrants in the Company were issued to senior subordinated note holders which
have been assigned an estimated fair value of $2.1 million, to be amortized over
the life of the credit agreement using the bonds outstanding method. The
warrants include 175,438 Series A Warrants with an exercise price of $2.85 and
287,228 Series B Warrants with an exercise price of $0.01. The warrants are
exercisable at the earliest of a sale, acquisition or initial public offering,
subject to certain conditions, or September 15, 1997 into shares of the
Company's Class D non-voting common stock.
<PAGE>
CGI HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
NOTE 8: STOCKHOLDERS' EQUITY (CONTINUED)
OPTIONS
The Company has a 1987 stock plan available to grant incentive and
nonqualified stock options to officers and other employees. The plan provides
for the granting of a maximum of 175,000 options to purchase common shares of
the Company. The option price per share may not be less than the fair market
value of a share on the date the option is granted and the maximum term of the
option may not exceed 10 years. Options granted vest over a period of four years
from the date of grant. Granting of options under this plan will expire on the
10th anniversary of the plan. Pursuant to the Merger Agreement (see Note 11),
each outstanding option shall be converted into the right to receive cash
whether or not such option is exercisable in full. Information regarding the
Company's stock option plan is summarized below:
<TABLE>
<CAPTION>
Options Per Share Range
--------- ---------------------------
<S> <C> <C> <C>
Outstanding at July 31, 1996 174,973 $ 0.01 $ 9.13
Granted --
Exercised --
Canceled --
---------
Outstanding at December 16, 1996 174,973 $ 0.01 $ 9.13
Available for grant at December 16, 1996 27
</TABLE>
During 1996, the Company adopted a Stock Appreciation Rights (SARs) plan.
The Company granted 500,000 SARs, which are to vest over a five-year period, at
a per share value of $1.20. Compensation expense related to the grant of SARs of
$45,000 and $120,000 was recorded for the four and one-half month period ended
December 16, 1996 and for the year ended July 31, 1996, respectively.
<PAGE>
CGI HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
NOTE 9: COMMITMENTS AND CONTINGENCIES
The Company has contracts with various suppliers to purchase a portion of
its supply needs of LPG for future deliveries with terms ranging from one to
twelve months. The contracted quantities are not significant with respect to the
Company's anticipated total sales requirements and will generally be acquired at
prevailing market prices at the time of shipment. Outstanding letters of credit
issued in conjunction with product supply contracts are a normal business
requirement.
The Company is engaged in certain legal actions related to the normal
conduct of business. In the opinion of management, any possible liability
arising from such actions will be adequately covered by insurance or will not
have a material adverse effect on the Company's financial position or results of
operations.
NOTE 10: BUSINESS ACQUISITIONS
During the year ended July 31, 1996, Coast Gas, Inc. acquired one retail
outlet in a transaction accounted for using the purchase method of accounting.
The cost of the acquired company totaled $4.0 million, including $1.0 million of
seller notes and other liabilities and $3.0 from the increase in the Company's
Working Capital/Acquisition bank line. Goodwill resulting from the acquisition
totaled $2.8 million. Revenues of the acquired company for the year ended July
31, 1996, subsequent to the dates of acquisition and included in the Company's
consolidated sales totaled $1.9 million.
NOTE 11: STOCK PURCHASE AND MERGER AGREEMENT
Effective September 9, 1996, the Company and the preferred shareholders of
the Company entered into a Stock Purchase and Merger Agreement (the "Merger
Agreement") for the sale of the preferred stock of the Company for $8.7 million.
The terms of the Agreement also provided an option to the buyer of the preferred
stock to acquire all of the outstanding common stock of the Company, for a
period of one year from the date of the sale of the preferred stock.
Additionally, the shareholders of the Company have an option to put the common
stock of the Company to the buyer of the preferred stock on April 30, 1997, if
the buyer has not previously exercised the option to acquire the common stock.
Subsequent to December 16, 1996, the common stock of the company was purchased
as described in Note 12.
<PAGE>
CGI HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
NOTE 12: SUBSEQUENT EVENT
On December 17, 1996, substantially all of the assets and liabilities of
the Company were contributed to Cornerstone Propane, L.P., a Delaware limited
partnership, a subsidiary of Cornerstone Propane Partners, L.P. Following this
transaction, on December 17, 1996, Cornerstone Propane Partners, L.P. completed
its initial public offering (see Note 1 to the consolidated financial statements
of Cornerstone Propane Partners, L.P. included in this Form 10-K).
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To SYN Inc.:
We have audited the accompanying consolidated statements of operations,
stockholders' equity and cash flows of SYN Inc. (a Delaware corporation and
52.5% owned subsidiary of Northwestern Public Service Company) and Subsidiaries
for the period from inception (August 15, 1995) to June 30, 1996, and for the
period from July 1, 1996 to December 16, 1996. 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 generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 results of operations and cash flows of SYN Inc.
and Subsidiaries for the period from inception (August 15, 1995) to June 30,
1996 and for the period from July 1, 1996 to December 16, 1996, in conformity
with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota,
August 4, 1997
<PAGE>
SYN INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
<TABLE>
<CAPTION>
For the Period
For the Period from Inception
July 1, 1996 August 15, 1995
to to
December 16, June 30,
1996 1996
-------------- --------------
<S> <C> <C>
REVENUES $ 44,066 $ 96,092
COST OF PRODUCT SOLD 23,322 46,187
--------- ---------
GROSS PROFIT 20,744 49,875
--------- ---------
OPERATING EXPENSES
Salaries and commissions 7,252 14,520
General and administrative 6,151 14,225
Depreciation and amortization 1,904 3,329
Related-party corporate administration
and management fees 1,668 3,281
--------- ---------
Total operating expenses 16,975 35,355
--------- ---------
OPERATING INCOME 3,769 14,520
INTEREST EXPENSE, INCLUDING $2,214 AND
$4,388 TO RELATED PARTY 3,311 5,584
--------- ---------
INCOME BEFORE INCOME TAXES 458 8,936
PROVISION FOR INCOME TAXES 298 3,675
--------- ---------
NET INCOME 160 5,261
DIVIDENDS ON CUMULATIVE PREFERRED STOCK (3,878) (7,260)
--------- ---------
NET LOSS APPLICABLE TO COMMON
STOCKHOLDERS $ (3,718) $ (1,999)
--------- ---------
--------- ---------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
SYN INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
Common Stock
--------------------------------------
Preferred Stock Additional Total
------------------------ Paid-in Accumulated Stockholders'
Shares Amount Shares Amount Capital Deficit Equity
---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT INCEPTION,
AUGUST 15, 1995 -- $ -- -- $ -- $ -- $ -- $ --
Common stock issued -- -- 100,000 1 99 -- 100
Preferred stock issued 55,312 55,312 -- -- -- -- 55,312
Dividends on
preferred stock,
$131.25 per share -- -- -- -- -- (7,260) (7,260)
Net income -- -- -- -- -- 5,261 5,261
---------- ---------- ---------- ---------- ---------- ---------- ----------
BALANCE, 55,312 55,312 100,000 1 99 (1,999) 53,413
JUNE 30, 1996
Dividends on
preferred stock,
$70.11 per share -- -- -- -- -- (3,878) (3,878)
Net income -- -- -- -- -- 160 160
---------- ---------- ---------- ---------- ---------- ---------- ----------
BALANCE,
DECEMBER 16,
1996 55,312 $ 55,312 100,000 $ 1 $ 99 $ (5,717) $ 49,695
---------- ---------- ---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ---------- ---------- ----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
SYN INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
For the Period
For the Period from Inception
July 1, 1996 August 15, 1995
to to
December 16, June 30,
1996 1996
-------------- ---------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 160 $ 5,261
Adjustments to reconcile net income to net cash from
operating activities:
Depreciation and amortization 1,904 3,329
Gain on sale of assets 233 --
Deferred income tax benefit 298 3,624
Changes in assets and liabilities, net of effect of acquisitions
Trade receivables (1,991) (1,247)
Inventories (1,873) 704
Prepaid expenses (569) 189
Accounts payable 2,549 (5,571)
Accrued expenses 3,602 (3,423)
--------- ---------
Net cash provided by operating activities 4,313 2,866
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of assets of Synergy Group Incorporated -- (150,922)
Proceeds from the sale of certain Synergy Group
Incorporated assets to Empire Energy Corporation -- 35,980
Expenditures for property and equipment (4,240) (9,182)
Proceeds from sale of assets 129 474
Proceeds from disposal of companies 829 --
Acquisitions, net of cash received (469) --
Decrease in investments and restricted cash deposits -- 70
--------- ---------
Net cash used in investing activities (3,751) (123,580)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings on credit facility 20,367 --
Payments on credit facility (16,532) --
Borrowing under long-term debt agreements -- 23,910
Proceeds from issuance of common stock -- 100
Proceeds from issuance of preferred stock -- 52,812
Proceeds from issuance of note payable - related party -- 52,812
Borrowings from related party -- 36,458
Repayments to related party -- (36,458)
Payment on long-term debt agreements (242) (1,834)
Preferred stock dividends paid (3,878) (7,072)
--------- ---------
Net cash provided by (used in) financing activities (285) 120,728
--------- ---------
INCREASE IN CASH 277 14
CASH, BEGINNING OF PERIOD 14 --
--------- ---------
CASH, END OF PERIOD $ 291 $ 14
--------- ---------
--------- ---------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
SYN INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS
SYN Inc. (Synergy) is engaged in the retail sale of liquid propane gas
primarily in the Southern, Midwest and Eastern regions of the United States.
Most of Synergy's customers use propane for residential home heating and make
periodic purchases with cash or on credit. Synergy was formed to acquire Synergy
Group Incorporated (SGI).
SYNERGY ACQUISITION
On August 15, 1995, Synergy acquired the common stock of SGI, a retail
distributor of propane with 152 locations, for approximately $151 million. In
conjunction with the acquisition, Synergy sold 38 of the retail locations to
Empire Energy Corporation (Empire Energy) for approximately $36 million cash and
the assets of nine retail locations valued at $2 million. There was no gain or
loss recognized on this sale.
The total net purchase price paid by Synergy for the acquisition of SGI
consisted of $105.6 million in cash (which was provided by proceeds from the
issuance of $52.8 million of preferred stock and the issuance of $52.8 million
of debt), $1.25 million in long-term debt and the assumption of certain
liabilities. The acquisition was accounted for under the purchase method of
accounting with all tangible assets and liabilities acquired recorded at fair
value at date of acquisition and the cost in excess of such fair value of $32.5
million recorded as an intangible asset.
The purchase price is subject to adjustment based on the amount of working
capital acquired by Synergy. Synergy has made a claim against the former owners
of SGI (the Former Stockholders) for a working capital adjustment and recorded a
receivable of $26.7 million, which reflects the reduction in purchase price of
the assets based on the amount of working capital acquired. The purchase price
is also subject to adjustment based on the value of customer tanks which cannot
be located within a specified period of time. Synergy has made a claim against
the Former Stockholders for the value of unlocated tanks and recorded a
receivable for $11.3 million related to this claim. Subsequent to June 30, 1996,
a settlement has been reached with the former owners of SGI (the Former
Stockholders) for a reduction in the purchase price of $5 million as an
adjustment of working capital.
<PAGE>
SYN INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
SYNERGY ACQUISITION (CONTINUED)
These amounts receivable in connection with the acquisition of SGI are
management's best estimate of the amounts which will ultimately be due from the
Former Stockholders. However, the parties continue to negotiate final settlement
and the Former Stockholders have objected to a number of the claims made by
Synergy. An adjustment of the consideration paid for SGI could also result in an
adjustment in the amount of consideration received from Empire Energy.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Synergy and
its subsidiaries. All significant intercompany transactions and balances have
been eliminated in consolidation.
USE OF ESTIMATES
The preparation of the financial statements in conformity with generally
accepted accounting principles 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 period.
Significant estimates related to self-insurance, litigation, collectibility of
receivables and income tax assessments are discussed in Notes 6 and 7. Actual
results could differ from those estimates.
REVENUE RECOGNITION POLICY
Revenue from propane sales and the related cost of product sold are
recognized upon delivery of the product.
INVENTORIES
Inventories are valued at the lower of cost or market. Cost is determined
by the first-in, first-out method for retail operations inventory and by the
specific identification method for wholesale operations inventory.
PROPERTY AND EQUIPMENT
For financial reporting purposes, property and equipment are stated at
acquisition cost. Repairs and maintenance costs which do not significantly
extend the useful lives of the respective assets are charged to operations as
incurred. Depreciation is computed using the straight-line method over the
following estimated useful lives of the assets:
<PAGE>
SYN INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<S> <C>
Buildings 40 years
Storage and consumer service facilities 35-40 years
Transportation, office and other equipment 5-10 years
</TABLE>
INTANGIBLE ASSETS
The excess of cost over the fair value of the net acquired assets of SGI
has been recorded as an intangible asset and is being amortized on a
straight-line basis over 40 years. Costs related to arranging the debt financing
for the acquisition of SGI have been capitalized and are being amortized on a
straight-line basis over the two-year term of the debt.
It is Synergy's policy to review long-lived assets including intangible
assets whenever events or changes in circumstances indicate that the carrying
amount of such assets may not be recoverable. If such a review should indicate
that the carrying amount of intangible assets is not recoverable, it is
Synergy's policy to reduce the carrying amount of such assets to fair value.
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 asset will not be realized.
NOTE 2: RELATED-PARTY TRANSACTIONS
Synergy entered into a Management Service Agreement with Empire Gas
Corporation (Empire Gas), a 30% common stockholder of Synergy, under which
Empire Gas provides all management services to Synergy for payment of an annual
overhead reimbursement of $3.25 million, and a management fee of $500,000 plus a
performance-based payment for certain operating results. Amounts paid at June
30, 1996, and December 16, 1996, were $3.28 million and $1.73 million.
During the period ended December 16, 1996, and the period ended June
30, 1996, Synergy purchased $20.5 and $42 million, respectively, of
liquid propane gas from Empire Gas.
During the period ended June 30, 1996, Synergy transferred real and
personal property of three retail locations valued at $1,615,000 to Empire Gas
in exchange for four Empire Gas retail locations valued at approximately
$1,713,000, the value difference of $98,000 paid to Empire Gas in cash.
<PAGE>
SYN INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Synergy paid $6,343,000 during the period ended June 30, 1996, to the
controlling stockholder of Synergy and $1,103,000 to Empire Gas for
reimbursement of costs incurred relating to the acquisition of SGI.
During the period ended June 30, 1996, Synergy leased, under operating
leases, transportation equipment to Propane Resources Transportation, Inc. in
which Synergy owns a 15% common stock interest. Synergy received $274,000 in
lease income during the period ended June 30, 1996, from these leases.
Aggregate annual maturities of the long-term debt outstanding at June 30,
1996, are as follows (in thousands):
<TABLE>
<S> <C>
1997 $ 1,025
1998 24,603
1999 680
2000 204
2001 200
---------------
$ 26,712
---------------
---------------
</TABLE>
NOTE 3: OPERATING LEASES
Synergy leases retail location sales offices under noncancelable operating
leases expiring at various times through 2006. These leases generally contain
renewal options and require Synergy to pay all executory costs (property taxes,
maintenance and insurance).
Scheduled future minimum lease payments (in thousands) at June 30, 1996,
were:
<TABLE>
<S> <C>
1997 $ 598
1998 310
1999 206
2000 41
2001 19
Thereafter 53
---------------
$ 1,227
---------------
---------------
</TABLE>
Lease expense during the five and one-half months ended December 16, 1996,
and the period ended June 30, 1996, was approximately $320,000 and $600,000.
<PAGE>
SYN INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5: INCOME TAXES
The provision for income taxes includes the following components (in
thousands):
<TABLE>
<CAPTION>
For the
Period
For the from
Period Inception
July 1, (August 15,
1996 1995)
to to
December 16, June 30,
1996 1996
--------------- ---------------
<S> <C> <C>
Taxes currently payable $ -- $ 51
Deferred income taxes 298 3,624
-------------- --------------
$ 298 $ 3,675
-------------- --------------
-------------- --------------
</TABLE>
A reconciliation of income tax expense at the statutory rate to the actual
income tax expense is as follows (in thousands):
<TABLE>
<CAPTION>
For the
Period
For the from
Period Inception
July 1, (August 15,
1996 1995)
to to
December 16, June 30,
1996 1996
--------------- ---------------
<S> <C> <C>
Taxes computed at statutory rate (34%) $ 156 $ 3,038
Amortization of excess of cost over fair
value of net assets acquired 126 157
State income taxes, net of federal tax benefit 18 378
Other (2) 102
------------- -------------
Actual tax provision $ 298 $ 3,675
------------- -------------
------------- -------------
</TABLE>
<PAGE>
SYN INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5: INCOME TAXES (CONTINUED)
At June 30, 1996, Synergy had approximately $20 million of net operating
loss carryforwards for tax reporting purposes expiring in varying amounts from
2007 through 2010. These net operating loss carryforwards have been reflected in
the financial statements as deferred income tax assets at June 30, 1996 and are
subject to certain limitations on utilization under provisions of the Internal
Revenue Code.
NOTE 6: COMMITMENTS AND CONTINGENCIES
SELF-INSURANCE
Synergy obtains insurance coverage for catastrophic exposures related to
comprehensive general liability, vehicle liability and workers' compensation, as
well as those risks required to be insured by law or contract. Synergy
self-insures the first $250,000 of coverage per incident and obtains excess
coverage from carriers for these programs.
Provisions for self-insured losses are recorded based upon Synergy's
estimates of the aggregate self-insured liability for claims incurred. Synergy
has provided letters of credit aggregating approximately $2.875 million in
connection with these programs.
Synergy self-insures for health benefits provided to its employees.
Provisions for losses expected under this program are recorded based upon
Synergy's estimate of the aggregate liability for claims incurred.
CONTINGENCIES
Synergy and the acquired operations of SGI are presently involved in
various federal and state tax audits and are also defendants in other
business-related lawsuits which are not expected to have a material adverse
effect on Synergy's financial position or results of operations.
In conjunction with the acquisition of SGI, the Former Stockholders of SGI
are contractually liable for all insurance claims and tax liabilities that
relate to periods prior to the acquisition date. Funds have been placed in
escrow accounts to provide for payment of these liabilities. In the event that
the escrow amount is insufficient to settle these liabilities, Synergy could be
obligated to fund any additional amounts due and would have to seek
reimbursement from the Former Stockholders for such amounts. Synergy has
recorded its best estimates of the ultimate liabilities expected to arise from
these matters and has made claims against the Former Stockholders for
reimbursement (see Note 1).
<PAGE>
SYN INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7: EMPLOYEE BENEFIT PLAN
Synergy succeeded to the SGI-sponsored defined contribution retirement plan
covering substantially all salaried employees. Employees who elect to
participate may contribute a percentage of their salaries to the plan and
Synergy at its discretion may match a portion of the employee contribution.
Synergy may also make profit-sharing contributions to the plan at the discretion
of its Board of Directors. Synergy made no profit-sharing contributions to the
plan during the period July 1, 1996 to December 16, 1996, and the period from
inception (August 15, 1995) to June 30, 1996.
The plan is currently under audit by the U.S. Department of Labor (DOL),
which has alleged that the plan violated certain sections of the Employee
Retirement Income Security Act of 1974. However, the DOL has advised that it is
not contemplating current action regarding these violations. The DOL audit is
continuing and the outcome cannot be determined at this time. In the event the
Former Stockholders are unable to satisfy any liabilities resulting from the
above examination, Synergy could be obligated to fund these liabilities and seek
reimbursement from the Former Stockholders. Synergy has recorded its best
estimates of the ultimate liabilities expected to arise from these matters and
has made claims against the Former Stockholders for reimbursement (see Note 1).
NOTE 8: ADDITIONAL CASH FLOW INFORMATION (IN THOUSANDS)
<TABLE>
<CAPTION>
For the
Period
For the from
Period Inception
July 1, (August 15,
1996 1995)
to to
December 16, June 30,
1996 1996
--------------- ---------------
<S> <C> <C>
Assets acquired through issuance of:
Long-term debt $ 1,468 $ 2,250
Preferred stock -- 2,500
Additional cash payment information:
Interest paid 3,339 5,535
Income taxes paid 190 2,284
</TABLE>
<PAGE>
SYN INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9: SUBSEQUENT EVENT
On December 17, 1996, substantially all of the assets and liabilities of the
Company were contributed to Cornerstone Propane, L.P., a Delaware limited
partnership, a subsidiary of Cornerstone Propane Partners, L.P. Following this
transaction, on December 17, 1996, Cornerstone Propane Partners, L.P. completed
its initial public offering (see Note 1 to the consolidated financial statements
of Cornerstone Propane Partners, L.P. for the period ended June 30, 1997,
included in this form 10-K.
<PAGE>
INDEPENDENT ACCOUNTANTS' REPORT
Board of Directors and Stockholders
Northwestern Growth Corporation
Huron, South Dakota
We have audited the accompanying consolidated statements of operations,
stockholders' equity (deficit) and cash flows of SYNERGY GROUP INCORPORATED for
the period ended August 14, 1995. 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 audit.
We conducted our audit in accordance with generally accepted auditing
standards. 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 audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the results of operations and cash
flows of SYNERGY GROUP INCORPORATED for the period ended August 14, 1995, in
conformity with generally accepted accounting principles.
BAIRD, KURTZ & DOBSON
Springfield, Missouri
October 9, 1996
<PAGE>
SYNERGY GROUP INCORPORATED
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE FOUR AND ONE-HALF MONTHS
ENDED AUGUST 14, 1995
(IN THOUSANDS)
<TABLE>
<CAPTION>
For the
Four and
One-Half
Months
Ended
August 14,
1995
------------
<S> <C>
OPERATING REVENUE $ 32,179
COST OF PRODUCT SOLD 15,387
---------
GROSS PROFIT 16,792
---------
OPERATING COSTS AND EXPENSES
Provision for doubtful accounts 926
General and administrative 20,681
Depreciation and amortization 1,845
---------
Total operating expenses 23,452
---------
Operating loss (6,660)
---------
OTHER INCOME (EXPENSE)
Interest expense (2,436)
Related-party interest expense (787)
Other income 101
---------
(3,122)
---------
LOSS BEFORE INCOME TAXES (9,782)
PROVISION FOR INCOME TAXES 31
---------
NET LOSS $ (9,813)
---------
---------
</TABLE>
See Notes to Consolidated Financial Statements
<PAGE>
SYNERGY GROUP INCORPORATED
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE FOUR AND ONE-HALF MONTHS
ENDED AUGUST 14, 1995
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Series A Series B Class A Class B Additional Retained Stockholders'
Preferred Preferred Common Common Paid-in Earnings Equity
Stock Stock Stock Stock Capital (Deficit) (Deficit)
--------- --------- --------- --------- ---------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, MARCH 31, 1995 $ 25,000 $ 16,700 $ 1 $ 40 $ 11,378 $ (68,882) $ (15,763)
NET LOSS -- -- -- -- -- (9,813) (9,813)
--------- --------- --------- --------- --------- --------- ---------
BALANCE, AUGUST 14, 1995 $ 25,000 $ 16,700 $ 1 $ 40 $ 11,378 $ (78,695) $ (25,576)
--------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- ---------
</TABLE>
See Notes to Consolidated Financial Statements
<PAGE>
SYNERGY GROUP INCORPORATED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE FOUR AND ONE-HALF MONTHS
ENDED AUGUST 14, 1995
(IN THOUSANDS)
<TABLE>
<CAPTION>
For the
Four and
One-Half
Months
Ended
August 14,
1995
----------------
<S> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss $ (9,813)
Items not requiring (providing) cash:
Depreciation 1,770
Amortization 75
Gain on sale of assets (61)
Changes in:
Trade receivables 5,139
Inventories 1,251
Accounts payable and accrued expenses 3,591
Prepaid expenses and other 764
-------------
Net cash provided by operating activities 2,716
-------------
CASH FLOWS FROM INVESTING
ACTIVITIES
Proceeds from sale of assets 104
Purchase of property and equipment (596)
Change in restricted cash deposits (615)
-------------
Net cash used in investing activities (1,107)
-------------
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on long-term debt (108)
Decrease in credit facilities (1,000)
-------------
Net cash used in financing activities (1,108)
-------------
INCREASE IN CASH 501
CASH, BEGINNING OF PERIOD 1,246
-------------
CASH, END OF PERIOD $ 1,747
-------------
-------------
</TABLE>
See Notes to Consolidated Financial Statements
<PAGE>
SYNERGY GROUP INCORPORATED
NOTE 1: NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
NATURE OF OPERATIONS
Synergy Group Incorporated (the Company) is engaged primarily in the retail
sale of liquid propane gas through its branch offices located in the Northeast,
Mid-Atlantic, Southeast and South-central regions of the United States. Most of
the Company's customers use propane for residential home heating and make
periodic purchases with cash or on credit.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles 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 Synergy Group
Incorporated and its subsidiaries. All significant intercompany 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
last-in, first-out (LIFO) method for propane and the first-in, first-out (FIFO)
method for all others.
<PAGE>
SYNERGY GROUP INCORPORATED
NOTE 1: NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)
PROPERTY AND EQUIPMENT
Depreciation is provided on all property and equipment primarily by the
straight-line method over the estimated useful lives of 3 to 30 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
The excess of current fair value over cost of net assets acquired is
being amortized on the straight-line basis over 40 years.
CASH EQUIVALENTS
The Company considers all liquid investments with original maturities of
three months or less to be cash equivalents.
NOTE 2: SALE OF THE COMPANY
On August 15, 1995, the Company was acquired by SYN Inc. which is majority
owned by Northwestern Growth Corporation, a wholly owned subsidiary of
Northwestern Public Service Company. The acquisition cost was approximately $151
million and included the redemption of the Senior Secured Notes at par value and
the repayment of the Company's existing revolving credit facility. As a result
of the above sale the financial statements reflect operations for the four and
one-half month period ended August 14, 1995.
<PAGE>
SYNERGY GROUP INCORPORATED
NOTE 3: DEBT RESTRUCTURING
On September 2, 1993, the Company and a committee of holders of the
Company's 11 5/8% Senior Subordinated Notes due 1997 (the 11 5/8% Notes)
announced that they had reached agreement on the major issues to restructure the
Company's outstanding debt and on August 23, 1994, the Company completed the
restructuring. The agreement contemplated that certain related parties to the
Company exchange $41,700,000 in debt for Series A Preferred Stock and Series B
Preferred Stock (the Recapitalization). This amount included $16,700,000 in
90-day unsecured promissory notes and $25,000,000 of 11 5/8% Notes (see Note 4).
The remaining 11 5/8% Notes plus accrued interest through September 14, 1993,
were proposed to be exchanged (the Exchange Offer) for new Increasing Rate
Senior Secured Notes due 2000 (the Senior Secured Notes).
NOTE 4: NOTES PAYABLE
Long-term debt consists of the following:
<TABLE>
<CAPTION>
August 14,
1995
----------------
(In Thousands)
<S> <C>
11 5/8% Senior subordinated notes due 1997 (A) $ 1,700
Increasing rate senior secured notes due 2000 (A) 65,054
Revolving credit facility (B) 22,100
Purchase contract obligations (C) 687
--------------
89,541
Less current maturities 89,104
--------------
$ 437
--------------
--------------
</TABLE>
<PAGE>
SYNERGY GROUP INCORPORATED
NOTE 4: NOTES PAYABLE (CONTINUED)
(A) On April 2, 1987, the Company sold $85,000,000 of 11 5/8% Notes in a
public offering. On March 15, 1993, September 15, 1993, and March 15,
1994, the Company failed to make the required $4,941,000 interest payments
due on each of such dates on the 11 5/8% Notes. Under the terms of the
Indenture to the 11 5/8% Notes, the failure to pay such interest
constituted an Event of Default.
On August 23, 1994, the Company completed the Exchange Offer and
Recapitalization (see Note 3). The 11 5/8% Notes not tendered in the
Exchange Offer, amounting to $1,700,000, remain outstanding at August 14,
1995.
(B) In August 1989, the Company entered into a revolving credit
agreement with a bank under which the maximum credit line available is
$20,000,000. On September 14, 1990, the bank was repaid by a related
party to the Company and the credit agreement was assigned by the bank
to the related party. The credit agreement contains certain
restrictive covenants. Borrowings under the credit facility are
secured by cash, accounts receivable and inventory. Interest based
on the prime rate plus 1 1/2% is payable quarterly. The amount
outstanding under the facility was not repaid by the Company on the
maturity date of April 1, 1993. The failure to repay the facility
constituted an Event of Default. In November 1993 the maximum credit
line available under the facility was increased to $25,000,000 with
advances in excess of $20,000,000 at the discretion of the related
party. The maturity date of the revolving credit agreement was
extended to September 30, 1996.
(C) Purchase contract obligations arise from the purchase of operating
businesses or other assets and are collateralized by the respective assets
acquired. At August 14, 1995, these obligations carried interest rates
from 8% to 14.5% and are due periodically through 1999.
<PAGE>
SYNERGY GROUP INCORPORATED
NOTE 5: OPERATING LEASES
The Company leases certain property and equipment under lease agreements
expiring through 2011. At August 14, 1995, future minimum lease payments under
noncancellable operating leases are as follows:
<TABLE>
<S> <C>
1996 $ 907
1997 971
1998 402
1999 238
2000 191
---------------
$ 2,709
---------------
---------------
</TABLE>
Rent charged to operations including rental expense to related
parties (see Note 6) for the period ended August 14, 1995, was $929,000.
NOTE 6: RELATED PARTY TRANSACTIONS
The Company leases certain property and equipment from related parties
under operating lease agreements. Rental expense for the period ended August 14,
1995, was $318,000.
For the period ended August 14, 1995, interest expense related to the
Company's revolving credit facility from a related party (see Note 4) amounted
to $787,000, respectively.
<PAGE>
SYNERGY GROUP INCORPORATED
NOTE 7: INCOME TAXES
The provision for income taxes includes these components (in thousands):
<TABLE>
<CAPTION>
August 14,
1995
--------------
(In Thousands)
<S> <C>
Taxes currently payable $ 31
Deferred income taxes --
-------------
$ 31
-------------
-------------
</TABLE>
A reconciliation of income tax expense at the statutory rate to the
Company's actual income tax expense is shown below:
<TABLE>
<CAPTION>
August 14,
1995
--------------
(In Thousands)
<S> <C>
Computed at the statutory rate (34%) $ (3,326)
Increase resulting from:
Amortization of excess cost over fair value of
net assets acquired 9
State income taxes - net of federal tax benefit 31
Change in deferred tax asset valuation allowance 3,310
Other 7
-------------
Actual tax provision $ 31
-------------
-------------
</TABLE>
The Company estimates that as of August 14, 1995, it has available net
operating loss carryforwards of approximately $94.6 million to offset future
taxable income.
<PAGE>
SYNERGY GROUP INCORPORATED
NOTE 8: EMPLOYEE BENEFIT PLAN
The Company sponsors a defined contribution retirement plan covering
substantially all salaried employees. Employees who elect to participate may
contribute a percentage of their salaries to the plan, and the Company at its
discretion may match a portion of the employee contribution. The Company may
also make profit-sharing contributions to the plan at the discretion of its
Board of Directors. Contribution expense amounted to $37,000 for the period
ended August 14, 1995.
The plan is currently under audit by the U.S. Department of Labor (DOL),
which has notified the Company that the prior Plan Trustees engaged in
prohibited transactions. The DOL audit is continuing and the outcome cannot be
determined at this time. In addition, the Internal Revenue Service has been
notified of prohibited transactions. The Company believes that it may be subject
to excise taxes, penalties and interest in connection with these prohibited
transactions and has recorded its best estimates of the potential liabilities
expected to arise from these matters.
NOTE 9: SELF-INSURANCE AND LITIGATION CONTINGENCIES
Under the Company's insurance program, coverage for comprehensive general
liability, workers' compensation and vehicle liability was obtained for
catastrophic exposures as well as those risks required to be insured by law or
contract. The Company retains a significant portion of certain expected losses
related primarily to comprehensive general liability. Under this insurance
program, the Company self-insures the first $250,000 of coverage (per incident).
The Company obtained excess coverage from carriers for this program. The Company
self-insures health benefits provided to employees of the Company and its
subsidiaries.
Provisions for losses expected under these programs are recorded based upon
the Company's estimates of the aggregate liability for claims incurred. The
Company provides letters of credit aggregating $2,875,000 in connection with
these programs which are collateralized with restricted cash deposits.
<PAGE>
SYNERGY GROUP INCORPORATED
NOTE 9: SELF-INSURANCE AND LITIGATION CONTINGENCIES (CONTINUED)
At August 14, 1995, the self-insured liability accrued in the balance sheet
totaled $4,160,000, which includes $500,000 of incurred but not reported claims.
The Company and its subsidiaries are presently defendants in various lawsuits
related to the self-insurance program and other business-related lawsuits which
are not expected to have a material adverse effect on the Company's results of
operations.
NOTE 10: ADDITIONAL CASH FLOW INFORMATION
<TABLE>
<CAPTION>
August 14,
1995
--------------
(In Thousands)
<S> <C>
ADDITIONAL CASH PAYMENT INFORMATION
Interest paid $ 1,146
Income taxes paid 15
</TABLE>
NOTE 11: FUTURE ACCOUNTING PRONOUNCEMENTS
IMPACT OF SFAS NO. 121
In 1995 the Financial Accounting Standards Board adopted Statement of
Financial Accounting Standards (SFAS) No. 121, "Accounting for the Impairment of
Long-Lived Assets and for the Impairment of Long-Lived Assets to be Disposed
of." The Company must adopt this standard effective April 1, 1996. The Company
does not expect that the adoption of this standard will have a material impact
on its financial position or results of operations.
NOTE 12: 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:
<PAGE>
SYNERGY GROUP INCORPORATED
NOTE 12: SIGNIFICANT ESTIMATES AND CONCENTRATIONS (CONTINUED)
DEPENDENCE ON PRINCIPAL SUPPLIERS
Three suppliers, Chevron, Texaco and Powder Horn Petroleum, account for
approximately 55% of the Company's volume of propane purchases. Although the
Company believes that alternative sources of propane are readily available, in
the event that the Company is unable to obtain alternate sources of supply at
competitive prices and on a timely basis, such inability would have a material,
adverse effect on the Company.
ESTIMATES
Significant estimates related to tax liabilities, self-insurance and
litigation are discussed in Notes 8 and 9. Actual losses related to these items
could vary materially from amounts reflected in the financial statements.
<PAGE>
EXHIBIT 21.1
LIST OF SUBSIDIARIES
NAME OF SUBSIDIARIES
Cornerstone Sales & Service Corporation, a Delaware Corporation
Cornerstone Propane, L.P., a Delaware limited partnership
Flame, Inc., an Arizona Corporation
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our reports in this Form 10-K into the Partnership's previously
filed Registration Statement File Nos. 333-24717, 333-34581, 333-40815,
333-46343 and 333-60931.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
October 8, 1998
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statements of
Cornerstone Propane Partners, L.P. (Nos. 333-60931, 333-46343, 333-40815,
333-34581 and 333-24717) of our report dated August 4, 1997, relating to the
Financial Statements of EMPIRE ENERGY CORPORATION and our report dated October
9, 1996, relating to the Financial Statements of SYNERGY GROUP INCORPORATED
appearing in the 1998 Cornerstone Propane Partners, L.P. Form 10-K.
BAIRD, KURTZ & DOBSON
October 8, 1998
Springfield, Missouri
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statements on Form S-1 (No. 333-24717),
Form S-3 (Nos. 333-60931 and 333-34581), Form S-4 (No. 333-46343) and Form S-8
(No. 333-40815) of Cornerstone Propane Partners, L.P., of our report dated
August 8, 1997 relating to the consolidated financial statements of CGI
Holdings, Inc. appearing on this Form 10-K/A.
PRICEWATERHOUSECOOPERS LLP
San Francisco, California
October 8, 1998
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> JUN-30-1998
<CASH> 9,366
<SECURITIES> 0
<RECEIVABLES> 21,267
<ALLOWANCES> 2,800
<INVENTORY> 18,238
<CURRENT-ASSETS> 53,221
<PP&E> 289,753
<DEPRECIATION> 14,465
<TOTAL-ASSETS> 572,511
<CURRENT-LIABILITIES> 51,595
<BONDS> 220,000
0
0
<COMMON> 0
<OTHER-SE> 279,594
<TOTAL-LIABILITY-AND-EQUITY> 572,511
<SALES> 768,129
<TOTAL-REVENUES> 768,129
<CGS> 623,924
<TOTAL-COSTS> 623,924
<OTHER-EXPENSES> 115,430
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 19,222
<INCOME-PRETAX> 9,553
<INCOME-TAX> 127
<INCOME-CONTINUING> 9,426
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,426
<EPS-PRIMARY> .5
<EPS-DILUTED> 0
</TABLE>
