United States Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year ended June 30, 1999
COMMISSION FILE NUMBER 1-6537
ALL STAR GAS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
MISSOURI 43-1494323
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(State or other jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
P.O. BOX 303, 119 WEST COMMERCIAL STREET, LEBANON, MISSOURI, 65536
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(Address of Principal Executive Offices and Zip Code)
(417) 532-3103
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(Registrant's Telephone Number, Including Area Code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS
-------------------
12-7/8% Senior Secured Notes Due 2004
9% Subordinated Debentures Due 2007
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part II of this Form
10-K or any amendment to this Form 10-K. (X)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to
such filing requirements for the past 90 days. Yes X No _
The aggregate market value of the voting stock held by non-affiliates of
the Registrant as of close of business on September 24, 1999 is: $116,480.
Shares of Common Stock, $0.001 par value, outstanding as of close of
business on September 24, 1999: 1,564,050.
Upon request, All Star Gas Corporation will furnish a copy of an exhibit
listed but not contained herein. A fee of $.05 per page, to cover the
Company's costs in furnishing exhibits requested will be charged. Please
direct all requests to: Corporate Secretary, 119 W. Commercial Street,
Lebanon, Missouri 65536; Telephone (417) 532-3103.
PART I
ITEMS 1 AND 2. BUSINESS AND PROPERTIES
INTRODUCTION
All Star Gas Corporation ("All Star Gas" or the "Company") was
founded in 1963 and through its subsidiaries has been in operation for over
36 years. The Company is engaged primarily in (a) the retail marketing of
propane to residential, agricultural, and commercial customers, (b) the
retail marketing of propane-related appliances, supplies, and equipment,
and (c) the renting of consumer propane storage tanks to residential and
commercial customers under various brand names, including All Star and the
names of numerous predecessors. During the fiscal year which ended June 30,
1999, All Star Gas supplied propane to approximately 112,000 customers in
19 states from 123 retail service centers and sold approximately 90 million
gallons.
Propane, a hydrocarbon with properties similar to natural gas, is
separated from natural gas at gas processing plants and refined from crude
oil at refineries. It is stored and transported in a liquid state and
vaporizes into a clean-burning energy source that is recognized for its
transportability and ease of use relative to other forms of stand alone
energy. Residential and commercial uses include heating, cooking, water
heating, refrigeration, clothes drying, and incineration. Commercial uses
also include metal cutting, drying, container pressurization and charring,
as well as use as a fuel for internal combustion engines, such as
over-the-road vehicles, forklifts, and stationary engines. Agricultural
uses include brooder heating, stock tank heating, crop drying, tobacco
curing, and weed control, as well as use as a motor fuel for farm equipment
and vehicles.
Propane is recognized as a clean alternative transportation fuel
"ATF" by the Federal and state governments and is the most widely used ATF
in the United States. The Federal government has enacted certain mandates
for use of ATF's by government and private fleets under the Clean Air Act
of 1990 and Energy Policy Act of 1992. Federal and state governments have
also provided various economic incentives for use of ATF's which will
positively impact propane demand.
The retail propane business is a "margin-based" business in which
gross profits depend on the excess of sales price over propane supply
costs. Sales of propane to residential and commercial customers, which
account for the vast majority of the Company's revenue, have provided a
relatively stable source of revenue for the Company. Sales to residential
customers accounted for approximately 63.1% of the Company's aggregate
propane sales revenue and 69.9% of its aggregate gross margin from propane
sales in fiscal year 1999. Historically, this market has provided higher
margins than other retail propane sales. Based on fiscal year 1999 propane
sales revenue, the customer base consisted of 24.4% commercial and 12.5%
agricultural and other customers. While commercial propane sales are
generally less profitable than residential retail sales, the Company has
traditionally relied on this customer base to provide a steady, noncyclical
source of revenues. No single customer accounts for more than 1.0% of
revenue from sales.
On August 15, 1995, the Company entered into a joint venture with
Northwestern Growth Corporation, a subsidiary of Northwestern Public
Service Corporation, to acquire the assets of Synergy Group Incorporated,
the nation's fifth largest LP gas distributor. The Company acquired, for
$30,000, 30% of the common stock of SYN, Inc. ("Synergy"), the acquisition
entity. The Company entered into a Management Agreement pursuant to which
the Company provided all management of the retail facilities and accounting
services at the central office. In exchange for those services, the Company
received a $500,000 annual base management fee, an incentive management
fee, and $3.25 million annual overhead reimbursement (adjusted annually for
inflation). Unless specifically referenced, all information contained
herein excludes information pertaining to the Synergy operations.
On December 7, 1995, the Company entered into a joint venture with
Northwestern Growth Corporation, a subsidiary of Northwestern Public
Service Company to acquire the stock of Myers Propane Gas Company, a large
Ohio LP gas distributor. The Company acquired 49% of the common stock of
Myers Acquisition Company (Myers), the acquisition entity. The Company
entered into a Management Agreement pursuant to which the Company provided
all management and administrative services. In exchange for those services,
the Company was entitled to a management fee upon the attainment of certain
performance goals.
In December, 1996, the Company and Northwestern Growth Corporation
(NGC), completed an agreement for the sale of various interests of the
Company in Synergy and Myers and the modification and termination of
certain agreements between NGC, Synergy and Myers on the one hand and the
Company on the other hand. The agreement terminated the management
agreements pursuant to which the Company provided management activities for
Synergy and Myers effective December, 1996. The agreement resulted in a
payment of $18 million to the Company resulting in a gain reflected on the
Statement of Operations of $16.9 million which is net of transaction and
other costs and fees. The Company may be entitled to an additional amount
based on a third party's indemnification obligations to Synergy.
In July, 1999, the Company acquired Tres Hombres, Inc. See Item 13
"Certain Relationships and Related Transactions" for further discussion.
Sources of Supply. During 1999, approximately 90% of the Company's
propane purchases of its propane supply were on a contractual basis
(generally, one year agreements subject to annual renewal). The Company's
two largest suppliers provide 16.6% and 16.5% of the total supply purchased
by the Company. Supply contracts do not, generally, lock in prices, but
rather provide for pricing in accordance with posted prices at the time of
delivery or established by current major storage points, such as Mont
Belvieu, TX, and Conway, KS. The Company has established relationships with
a number of suppliers and believes it would have ample sources of supply
under comparable terms to draw upon to meet its propane requirements if it
were to discontinue purchasing from its two major suppliers. The Company
takes advantage of the spot market as appropriate. The Company has not
experienced a shortage that has prevented it from satisfying its customer's
needs and does not foresee any significant shortage in the supply of
propane.
Distribution. The Company purchases propane at refineries, gas
processing plants, underground storage facilities, and pipeline terminals
and transports the propane by railroad tank cars and tank trailer trucks to
the Company's retail service centers, each of which has bulk storage
capacity ranging from 16,000 to 180,000 gallons. The Company is a shipper
on all major interstate LPG pipeline systems. The retail service centers
have an aggregate storage capacity of approximately 8.2 million gallons of
propane, and each service center has equipment for transferring the gas
into and from the bulk storage tanks. The Company operates 9 over-the-road
tractors and 11 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 270 propane delivery
trucks owned by the Company. Propane is stored by the customers on their
premises in stationary steel tanks generally ranging in capacity from 25 to
1,000 gallons, with large users having tanks with a capacity of up to
30,000 gallons. Most of the propane storage tanks used by the Company's
residential and commercial customers are owned by the Company and leased,
rented, or loaned to customers.
Operations. The Company has organized its operations in a manner that
the Company believes enables it to provide excellent service to its
customers and to achieve operating efficiencies. Personnel located at the
retail service centers in the various regions are primarily responsible for
customer service and sales.
A number of functions are centralized at the Company's corporate
headquarters in order to achieve certain operating efficiencies as well as
to enable the personnel located in the retail service centers to focus on
customer service and sales. The corporate headquarters and the retail
service centers are linked via a computer system. Each of the Company's
primary retail service centers is equipped with a computer connected to the
central management information system in the Company's corporate
headquarters. This computer network system provides retail company
personnel with accurate and timely information on pricing, inventory, and
customer accounts. In addition, this system enables management to monitor
pricing, sales, delivery, and the general operations of its numerous retail
service centers and to plan accordingly to improve the operations of the
Company. The Company makes centralized purchases of propane through its
corporate headquarters for resale to the retail service centers enabling
the Company to achieve certain advantages, including price advantages,
because of its status as a large volume buyer. The functions of cash
management, accounting, taxes, payroll, permits, licensing, asset control,
employee benefits, human resources, and strategic planning are also
performed on a centralized basis.
Factors Influencing Demand. Because a substantial amount of propane
is sold for heating purposes, the severity of winter weather and resulting
residential and commercial heating usage have an important impact on the
Company's earnings. Approximately two-thirds of the Company's retail
propane sales usually occur during the five months of November through
March. Sales and profits are subject to variation from month to month and
from year to year, depending on temperature fluctuations.
Competition. The Company encounters competition from a number of
other propane distributors in each geographic region in which it operates.
The Company competes with these distributors primarily on the basis of
service, stability of supply, availability of consumer storage equipment,
and price. Propane competes primarily with natural gas, electricity and
fuel oil principally on the basis of price, availability and portability.
The Company also competes with suppliers of electricity. Generally
speaking, the cost of propane compares favorably to electricity allowing
the Company to enjoy a competitive advantage due to the higher costs of
electricity. Fuel oil does not present a significant competitive threat in
the Company's primary service areas due to the following factors: (i)
propane is a residue-free, cleaner energy source, (ii) environmental
concerns make fuel oil relatively unattractive, and (iii) fuel oil
appliances are not as efficient as propane appliances.
Although propane is generally more expensive than natural gas on an
equivalent BTU basis comparison, propane serves as an alternative to
natural gas in rural areas where natural gas is not available. Propane is
also utilized by natural gas customers on a stand-by basis during peak
demand periods. The costs involved in building or connecting to a natural
gas distribution system have tempered natural gas growth in most of the
Company's trade territory.
Risks of Business. The Company's propane operations are subject to
all the operating hazards and risks normally incident to handling, storing,
and transporting combustible liquids, such as the risk of personal injury
and property damages caused by accident or fire.
Effective July 1, 1999, the Company's comprehensive general, auto and
excess liability policy provides for losses of up to $101.0 million with a
$250,000 self-insured retention for general and excess liability losses
with a $1 million aggregate cap. The Company's combined auto and workers'
compensation coverage is fully insured with no self-insured retention.
Previously, the Company retained $250,000 per occurrence on the auto and
worker's compensation programs.
REGULATION
The Company's operations are subject to various federal, state, and
local laws governing the transportation, storage and distribution of
propane, occupational health and safety, and other matters. All states in
which the Company operates have adopted fire safety codes that regulate the
storage and distribution of propane. In some states these laws are
administered by state agencies, and in others they are administered on a
municipal level. Certain municipalities prohibit the below ground
installation of propane furnaces and appliances, and certain states are
considering the adoption of similar regulations. The Company cannot predict
the extent to which any such regulations might affect the Company, but does
not believe that any such effect would be material. It is not anticipated
that the Company 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 Company is unable to
predict the ultimate cost to the Company of complying with environmental
and safety laws and regulations.
All Star Gas currently meets and exceeds Federal regulations
requiring that all persons employed in the handling of propane gas be
trained in proper handling and operating procedures. All employees have
participated, or will participate within 90 days of their employment date,
in hazardous materials training. The Company has established ongoing
training programs in all phases of product knowledge and safety including
participation in the National Propane Gas Association's ("NPGA") Certified
Employee Training Program.
EMPLOYEES
As of September 15, 1999 the Company had approximately 604 employees,
none of whom was represented by unions. The Company has never experienced
any significant work stoppage or other significant labor problems and
believes it has good relations with its employees.
ITEM 3. LEGAL PROCEEDINGS.
The Company and its subsidiaries are defendants in various routine
litigation incident to its business, none of which is expected to have a
material adverse effect on the Company's financial position or results of
operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Company held its annual shareholder meeting on July 17, 1999. The
only matter presented for a vote was the re-election of Kristin L. Lindsey
and Bruce M. Withers, Jr. as directors. Mrs. Lindsey and Mr. Withers were
re-elected with 1,547,410 votes cast in favor and no votes cast against,
withheld or abstaining. The term of office of the following directors
continued after the meeting: Paul S. Lindsey, Jr., Kristin L. Lindsey, Jim
J. Shoemake, and Bruce M. Withers, Jr.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
As of September 24, 1999, the Company's Common Stock was held of
record by 9 shareholders. There is currently no active trading market in
the Company's Common Stock.
As of September 24, 1999, there are outstanding warrants to purchase
175,536 shares of the Company's Common Stock. Each warrant represents the
right to purchase one share of the Company's Common Stock of $.01 per
warrant. The warrants are exercisable currently and will
expire July 15, 2004.
No dividends on the Common Stock of the Company were paid during the
Company's 1998 or 1999 fiscal years. The indenture relating to the 12 7/8%
Senior Secured Notes due 2004 and the terms of the Company's revolving
credit facility each contain dividend restrictions that prohibit the
Company from paying common stock cash dividends. As a result, the Company
has no current intention of paying cash dividends on the Common Stock.
ITEM 6. SELECTED FINANCIAL DATA.
The following table presents selected consolidated operating and
balance sheet data of All Star Gas as of and for each of the years in the
five-year period ended June 30, 1999. The financial data of the Company as
of and for each of the years in the five-year period ended June 30, 1999,
were derived from the Company's audited consolidated financial statements.
The financial and other data set forth below should be read in conjunction
with the Company's consolidated financial statements, including the notes
thereto, included with this report.
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
---------------------------------------------
1995 1996 1997 1998 1999
(IN THOUSANDS EXCEPT RATIOS AND PER SHARE
AMOUNTS)
<S> <C> <C> <C> <C> <C>
OPERATING DATA:
Operating revenue $74,090 $82,702 $94,543 $86,510 79,537
Gross profit (1) 38,478 39,384 41,468 44,094 42,954
Operating expenses 29,144 27,987 28,853 29,747 28,944
Depreciation & amortization 6,166 6,770 6,867 9,334 9,359
Operating income 3,168 4,627 5,748 5,013 4,651
INTEREST EXPENSE:
Cash interest 10,681 10,657 10,605 11,391 11,713
Amortization of debt discount &
expenses 4,889 5,476 6,140 6,796 7,762
Total interest expense 15,570 16,133 16,745 18,187 19,475
Net income (loss) before
extraordinary items (2) (8,726) (7,897) 2,222 (9,954) (9,627)
OTHER OPERATING DATA:
Capital expenditures 11,874 8,838 13,340 17,384 4,478
Cash from sale of retail service
centers
and other assets 2,956 6,177 5,478 2,821 3,131
EBITDA (3) 8,784 11,002 13,347 14,007 14,010
Basic & diluted income (loss) per
share before extraordinary items $(5.53) $(5.00) $(1.41) $(6.36) $(6.16)
YEAR ENDED JUNE 30,
-----------------------------------------------
1995 1996 1997 1998 1999
---- ---- ---- ---- ----
BALANCE SHEET DATA:
Total assets $105,128 $102,002 $107,832 $113,788 $105,463
Long-term debt (including current
maturities) 115,647 122,858 126,632 142,350 146,583
Stockholders' equity (deficit) (36,946) (44,843) (42,720) (52,674) (62,301)
</TABLE>
(1) Represents operating revenue less the cost of products sold.
(2) All Star Gas did not declare or pay dividends on its common stock during
the five-year period ending June 30, 1999.
(3) EBITDA consists of earnings before depreciation, amortization,
interest, income taxes, and other non-recurring expenses. EBITDA is
presented here because it is a widely accepted financial indicator of
a highly leveraged company's ability to service and/or incur
indebtedness. However, EBITDA should not be construed as an
alternative either (i) to operating income (determined in accordance
with generally accepted accounting principles) or (ii) to cash flows
from operating activities (determined in accordance with generally
accepted accounting principles).
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis of the Company's results of
operations, financial condition and liquidity should be read in conjunction
with the historical consolidated financial statements of All Star
Gas and the notes thereto included in this Report.
RESULTS OF OPERATIONS
Fiscal Years Ended June 30, 1999 and June 30, 1998
Operating Revenue. Operating revenue decreased $7.0 million, or 8.l%
to $79.5 million in fiscal year 1999 as compared to $86.5 million in fiscal
year 1998. The decrease was primarily due to a $6.6 million decrease in
propane sales which was the result of a 4% decrease in the gallons sold and
a 10% lower average propane sales price. Propane sales prices decreased an
average of $.036 per gallon under fiscal 1998 which was the result of lower
wholesale prices which are discussed in the cost of products sold section.
The decrease in gallons is a direct result of the significantly warmer than
normal weather experienced by the Company in its marketing territories
during the heating season. Heating degree days experienced by the Company
during fiscal year 1999 decreased 5% from fiscal 1998.
Cost of products sold. Costs of products sold decreased $5.8 million
or 13.7% to $36.6 million in fiscal year 1999 as compared to $42.4 million
in fiscal year 1998. This was due to lower average wholesale propane costs
and the decrease in gallons sold outlined above. In fiscal year 1999, the
propane industry experienced higher than historical inventory levels in
both the domestic and Canadian markets. Combined with warmer winter
weather, which depressed demand and lowered crude oil prices, these large
inventories have resulted in significantly lower product costs.
Gross Profit. The Company's gross profit for the year decreased $1.1
million to $43.0 million in fiscal year 1999 as compared to $44.1 million
in fiscal year 1998. This decrease is primarily due to the decrease in
gallons sold due to the warmer than normal heating season in the Company's
marketing territories partially offset by a 3.1% improvement in operating
margin.
General and administrative expenses. General and administrative
expenses decreased $500,000 to $29.2 million in fiscal 1999 compared to
$29.7 million in 1998. The majority of the decrease was due to a $372,000
decrease in transportation costs as a result of the lower cost of fuel and
small reductions in various general and administrative expense categories
resulting from the continued downsizing of the Company's corporate office
staffing levels.
Provision for doubtful accounts. The provision for doubtful accounts
decreased $115,000 or 33.6% from $342,000 in fiscal 1998 to $227,000 in
fiscal 1999. The decrease is a result of enhanced credit and collection
efforts which reduced the Company's receivables and past due amounts.
Depreciation and amortization. Depreciation and amortization expense
increased slightly to $9.4 million in fiscal 1999 from $9.3 million in
fiscal 1998. This increase is due primarily to the addition of fixed assets
through the acquisition of retail service centers occurring in the 1998
fiscal year and the current period. Depreciation expense on modernization
expenditures and other asset purchases also contributed to the increase in
fiscal 1999. During fiscal 1999, the Company utilized approximately $3.6
million for the purchase of new consumer storage tanks and other property
and equipment.
Interest expense. Interest expense increased approximately $300,000
to $ll.7 million in fiscal 1999 from $ll.4 million in fiscal 1998 primarily
due to the increased mortgage obligation debt service resulting from recent
acquisitions and interest costs associated with the Company's working
capital facility.
Fiscal Years Ended June 30, 1998 and June 30, 1997
Operating Revenue. Operating revenue decreased $8.0 million, or 8.5%
to $86.5 million in fiscal year 1998 as compared to $94.5 million in fiscal
year 1997. The decrease was primarily due to an $8.2 million decrease in
propane sales which was the result of 15.3% lower propane sales prices
offset by a 10.4% increase in gallons sold. Propane sales prices decreased
an average of 14.8(cent) per gallon over fiscal 1997 which was the result
of lower wholesale prices which are discussed in the cost of products sold
section.
Cost of products sold. Cost of products sold decreased $10.7 million,
or 20.1%, to $42.4 million in fiscal year 1998 as compared to $53.1 million
in fiscal year 1997. This was due to lower average wholesale propane costs
of 13.7(cent) per gallon. In fiscal year 1998, the propane industry has
experienced higher than historical supply levels in both the domestic and
Canadian markets. Combined with warmer winter weather, which has depressed
demand, these large supplies have resulted in significantly lower product
costs. Lower costs were partially offset by increased volumes from net
acquisitions and dispositions of retail service centers. The decrease in
cost of propane products sold was partially offset by an increase in cost
of gas systems and appliances of $130,000.
Gross profit. The Company's gross profit for the year increased $2.6
million to $44.1 million in fiscal year 1998 as compared to $41.5 million
in fiscal year 1997. This increase is primarily due to a $2.6 million
improvement in propane sales gross profit. Propane sales gross profits
increased as margins per gallon remained relatively stable while volumes
increased 10.4% in fiscal 1998 as compared to fiscal 1997. Other
improvements to gross profit are the result of increased income from rental
and leasing activities of $222,000 and increased emphasis of selling value
added services through a service labor increase of $123,000. These
improvements were partially offset by a decrease in margins on gas systems
and appliances of $195,000.
General and administrative expense. General and administrative
expenses increased $2.1 million to $29.7 million in fiscal 1998 compared to
$27.6 million in fiscal 1997. The majority of the increase is due to the
elimination of the overhead reimbursement associated with the management of
SYN Inc. that was terminated in December 1996. This reimbursement was $1.4
million for the year ending June 30, Other notable changes include an
increase in salaries and employee benefits of $765,000 in fiscal 1998
mainly due to increased personnel associated with the acquisition of retail
service centers. Transportation expenses increased $402,000 due to the
increased maintenance costs of the Company's aircraft and the improvement
and upgrading of its trucks and equipment. The Company has, however, been
able to recognize cost savings in professional expenses, which decreased
$295,000 over fiscal 1997. Professional expenses decreased $295,000 over
fiscal 1997 due to the additional costs in 1997 associated with a proposed
restructuring of the company's debt and equity which was abandoned.
Provision for doubtful accounts. The provision for doubtful accounts
decreased $140,000, or 29.2%, from $483,000 in fiscal 1997 to $342,000 in
fiscal 1998. The decrease is a result of the enhanced credit and collection
efforts begun in fiscal 1995 as well as a reflection of the upgrade in
customers during the same time frame. The Company also tied certain
employees' incentive compensation to credit and collection results.
Depreciation and amortization. Depreciation and amortization expense
increased $2.4 million to $9.3 million in fiscal 1998 from $6.9 million in
fiscal 1997. This increase is due primarily to the addition of fixed assets
through the acquisition of retail service centers occurring in the 1997
fiscal year and the current period. Depreciation expense on modernization
expenditures and other asset purchases also contributed to the increase in
fiscal 1998.
Interest expense. Interest expense increased approximately $800,000
to $11.4 million in fiscal 1998 from $10.6 million in fiscal 1997 primarily
due to the increased mortgage obligation debt service resulting from recent
acquisitions.
LIQUIDITY AND CAPITAL RESOURCES
The Company's liquidity requirements have arisen primarily from
funding its working capital needs, capital expenditures, and debt service
requirements. Historically, the Company has met these requirements from
cash flows generated by operations and from borrowings under its working
capital facility.
Cash flow provided by operating activities was $5.2 million in fiscal
year 1999 as compared to the cash flow provided in fiscal year 1998 of $5.6
million. This change is due to the Company's increasing certain accrued
liabilities and carrying lower levels of inventory.
Cash flow used in investing activities was $1.8 million in fiscal
year 1999 as compared to cash flow used of $8.4 million in fiscal year
1998. The majority of the change related to the reduced acquisition and
capital expenditure activity in fiscal 1999.
Cash flow used in financing activities was $3.0 million in fiscal
year 1999 as compared to cash flow provided of $2.7 million in fiscal 1998.
The change is primarily due to a $4.8 million decrease in net borrowings on
the Company's working capital facility.
Pursuant to the Indenture for the 12-7/8% Senior Secured Notes, the
Company was required to make a $4.5 million, semi-annual interest payment
on each July 15 and January 15. Beginning in fiscal year 2000, the
semi-annual cash interest payment on the Notes will increase to $8.2
million. The Company utilized its 30 day grace period for the January 1999
and July 1999 interest payments. The Company experienced a shortage in cash
flow due to the unusually warm weather and lower petroleum prices which
have caused a decrease in customer demand for prepaid gas contracts. The
Company met the scheduled payments through the use of operating cash flows,
available borrowings on its working capital facility and loans from its
principal shareholder.
The Company has net working capital and stockholders' equity
deficiencies. The Company is considering several alternatives for
mitigating these conditions which include exploring financing and
recapitalization alternatives and the continued divestiture of non-core
assets. Capital expenditures have been high over the past three fiscal
years as the Company has upgraded and improved its trucks, equipment and
plants. During the past two fiscal years, the Company has also incurred
costs related to the change of the Company name on its retail facilities
and the renovation of an existing building which was converted into the
corporate facilities for the Company allowing the Company to exit an
expensive lease agreement.
The Year 2000 problem concerns the inability of information systems
to recognize and process date- sensitive information properly from and
after January 1, 2000.
To minimize or eliminate the effect of the year 2000 problem on the
Company's information systems and applications, the Company is continually
identifying, evaluating, implementing and testing changes to its computer
systems, applications and software necessary to achieve Year 2000
compliance. The Company has given an Executive officer of the Company
responsibility to identify, evaluate and implement a plan to bring all of
the Company's critical business systems and applications into Year 2000
compliance prior to December 31, 1999. The year 2000 initiative consists of
four phases: (I) identification of all critical business systems subject to
Year 2000 risk (the "Identification Phase"), (ii) assessment of such
business systems and applications to determine the method of correcting any
Year 2000 problems (the "Assessment Phase"); (iii) implementing the
corrective measures (the "Implementation Phase"); and (iv) testing and
maintaining system compliance (the "Testing Phase"). The Company has
substantially completed the Identification, Assessment and Implementation
Phases and has identified and assessed four areas of risk; (i) third party
vendor software, such as business applications and operating systems; (ii)
computer hardware components; (iii) electronic data transfer systems
between the Company and its suppliers and customers; and (iv) embedded
systems, such as phone switches. Although no assurances can be made, the
Company believes that it has identified substantially all of its systems,
applications and related software that are subject to Year 2000 compliance
risk and has either implemented or initiated the implementation of a plan
to correct such systems that are not Year 2000 compliant. The Company does
not anticipate completion of the Testing Phase until sometime prior to
December 1999.
The Company relies on third party service providers for services such
as telecommunications, internet service, utilities and other key services
as well as other third parties such as customers and suppliers.
Interruption of those services and business due to Year 2000 issues could
affect the Company's operations. The Company has developed a course of
action to determine the status of such third party service providers,
customers and suppliers to determine alternative and contingency
requirements. While approaches to reducing risks of interruption of
business operations vary, options include identification of alternative
service providers, customers and suppliers available to provide such
service and business if such third parties fail to become Year 2000
compliant within an acceptable time frame prior to December 31, 1999.
Since the Company has recently updated its information systems (which
have been certified to be Year 2000 compliant by the vendors) in the
ordinary course of business, there has not been any additional cost
incurred by the Company in connection with its Year 2000 compliance plan
other than as would have been incurred in the ordinary course. The Company
has been expensing and capitalizing the costs of updating its information
systems and therefore its Year 2000 compliance plan in accordance with
appropriate accounting policies. The Company does not believe that it will
incur significant future costs for remediation in connection with Year 2000
compliance. In the event the Year 2000 modifications and conversions are
not adequate, the Year 2000 problem could have a material impact on the
operations and financial condition of the Company.
The Company is in the stages of developing alternative plans in the
event that a business interruption occurs from a Year 2000 issue. The
Company has targeted the late fall of 1999 as the date of substantially
completing its contingency plans, however, the Company believes that this
phase will be on going through the year 2000.
THE ESTIMATES AND CONCLUSIONS HEREIN ARE FORWARD-LOOKING STATEMENTS
AND ARE BASED ON MANAGEMENT'S BEST ESTIMATES OF FUTURE EVENTS. RISKS OF
COMPLETING THE PLAN INCLUDE THE AVAILABILITY OF RESOURCES, THE ABILITY TO
DISCOVER AND CORRECT THE POTENTIAL YEAR 2000 SENSITIVE PROBLEMS WHICH COULD
HAVE A SERIOUS IMPACT ON CERTAIN OPERATIONS AND THE ABILITY OF THE
COMPANY'S SERVICE PROVIDERS, CUSTOMERS AND SUPPLIERS TO BRING THEIR SYSTEMS
INTO YEAR 2000 COMPLIANCE.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
See the Consolidated Financial Statements included elsewhere herein.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The directors and executive officers of the Company are as follows:
POSITION HELD WITH THE COMPANY
NAME AGE AND PRINCIPAL OCCUPATION
---- --- ------------------------------
Paul S. Lindsey, Jr. 54 Chairman of the Board, Chief Executive
Officer, and President since June
1994; previously Vice Chairman of the
Board (1987 to 1994) and Chief
Operating Officer (1988 to 1994); term
as director expires 2000
Kristin L. Lindsey 51 Director/Executive Vice President
since Oct. 1996; previously
Director/Vice President to June 1994;
previously pursued charitable and
other personal interest; term as
director expires 2002
Bruce M. Withers, Jr. 72 Director since June 1994; previously
Chairman and Chief Executive Officer
of Trident NGL Holding, Inc. (since
August 1991) and President of the
Transmission and Processing Division
of Mitchell Energy Corporation (1979
to 1991); term as director expires
2002
Jim J. Shoemake 61 Director since June 1994; partner of
Guilfoil, Petzall & Shoemake (since
1970); term as director expires 2001
Valeria Schall 45 Executive Vice President since
October, 1996, Treasurer since July,
previously Vice President since 1992;
Corporate Secretary since 1985 and
Assistant to the Chairman since 1987
James M. Trickett 49 Chief Operating Officer since 1997,
Sr. Vice President since September
1997; previously Divisional Manager
since June 1996, and Regional Manager
since August 1995. Divisional Manager
with Synergy Gas Corporation since
1990.
Robert C. Heagerty 52 Sr. Vice President since September
1997, previously Divisional Vice
President since June 1993; previously
Regional Manager since December 1986.
J. Greg House, Sr. 42 Vice President - Management
Information Systems since June, 1996;
previously Director-MIS since
September 1994 and Manager-MIS Paul
Mueller Co. since 1987.
Bradley L. Beneke 45 Vice President since April 1999;
previously Pricing Director since June
1995; previously Regional Manager
since September 1991.
Each director will serve for a term of three years. Officers of the
Company are elected by the Board of Directors of the Company and will serve
at the discretion of the Board, except for Mr. Lindsey who is employed
pursuant to an employment agreement that expires June 24, 2004.
ITEM 11. EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
The following table provides compensation information for each of the
years ended June 30, 1999, 1998, and 1997 for (i) the Chief Executive
Officer of the Company, (ii) the four other executive officers of the
Company who are most highly compensated and whose total compensation
exceeded $100,000 for the most recent fiscal year (of which there were only
two) and (iii) those persons who are no longer executive officers of the
Company but were among the four most highly compensated and whose total
compensation exceeded $100,000 for the most recent year (of which there
were none).
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation
PRINCIPAL POSITION
AT
END OF FISCAL YEAR FISCAL OTHER ANNUAL ALL OTHER
NAME 1999 YEAR SALARY BONUS COMPENSATION COMPENSATION
- ----------------- --------------------- ----- ------- -------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Paul S. Lindsey, Jr. Chief Executive Officer, 1999 $400,000 ----- ----- -----
Chairman of the Board and 1998 $400,000 ----- ----- -----
President 1997 $350,000 $750,000 ----- -----
Valeria Schall Executive Vice President 1999 $100,000 $30,000 ----- -----
1998 $100,000 $35,000 ----- -----
1997 $73,500 $32,500 ----- -----
Kristin L.Lindsey Executive Vice President 1999 $100,000 $30,000 ----- -----
and Director 1998 $100,000 $35,000 ----- -----
1997 $73,500 $32,500 ----- -----
</TABLE>
EMPLOYMENT AGREEMENT
On June 24, 1999, the Company entered into an employment agreement
with Mr. Lindsey. The agreement has a five-year term and provides for the
payment of an annual salary of $400,000 and reimbursement for reasonable
travel and business expenses. The agreement requires Mr. Lindsey to devote
substantially all of his time to the Company's business. The agreement is
for a term of five years, but is automatically renewed for one year unless
either party elects to terminate the agreement at least four months prior
to the end of the term or any extension. The agreement may be terminated by
Mr. Lindsey or the Company, but if the agreement is terminated by the
Company and without cause, the Company must pay one year's salary as
severance pay.
INCENTIVE STOCK OPTION PLAN
There were no options granted to the named officer nor exercised by
him during fiscal year 1999 and no unexercised options held by him as of
the end of the 1999 fiscal year.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
A compensation committee was formed in July 1994, consisting of
Messrs. Withers, Shoemake, and Brown. Mr. Lindsey makes the initial
recommendation concerning executive compensation for the executive officers
of the Company, other than recommendations concerning his own and his
wife's compensation, which are then approved by the compensation committee.
The compensation committee determines the compensation of Mr. Lindsey's
wife and, subject to the employment agreement described above, Mr. Lindsey.
DIRECTOR COMPENSATION
During the last completed fiscal year, the directors of All Star Gas
received an annual fee of $25,000, payable quarterly, for their services.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below sets forth information with respect to the beneficial
ownership of shares of Common Stock of the Company as of September 24,
1999, by persons owning more than five percent of any class, by all
directors of the Company, by the individuals named in the Summary
Compensation Table owning shares, and by all directors and executive
officers of the Company as a group.
Number of Shares
Name of Beneficial Owner (1) Beneficially Owned Percent
- -------------------------------- ----------------------- -----------------
Paul S. Lindsey, Jr. (2) 1,507,610 58.9
Kristin L. Lindsey (2) 753,805 29.4
Valeria Schall 79,603 6.8
Bruce M. Withers, Jr. 39,248 4.5
Jim J. Shoemake 39,248 4.5
All directors and executive
officers as a group (9 persons)(3) 2,281,139 89.1
- -----------------
(1) The address of each of the beneficial owners is c/o All Star
Gas Corporation, P.O. Box 303, 119 W. Commercial Street,
Lebanon, Missouri 65536.
(2) Mr. Lindsey's shares consist of 753,805 shares owned by the
Paul S. Lindsey, Jr. Trust established January 24, 1992 and
753,805 shares owned by the Kristin L. Lindsey Trust
established January 24, 1992. Mr. Lindsey has the power to vote
and to dispose of the shares held in the Kristin L. Lindsey
Trust. Mrs. Lindsey's shares consist of the shares owned by the
Kristin L. Lindsey Trust. Mrs. Lindsey disclaims ownership of
the shares held by her husband in the Paul S. Lindsey, Jr.
Trust.
(3) The amounts shown include the shares beneficially owned by Mr.
Lindsey and Mrs. Lindsey as set forth above, and 543,532 shares
owned by other executive officers.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Mrs. Kristin L. Lindsey, who beneficially owns approximately 33.51%
of the Company's outstanding Common Stock and is a Director of the Company,
is the majority stockholder in a company that supplies paint and labels to
the Company. The Company's purchases of paint and labels from this company
totaled $250,000 in fiscal year 1999 and $189,000 in fiscal year 1998.
The Company has entered into an agreement with each shareholder (all
of whom are directors or employees of the Company) providing the Company
with a right of first refusal with respect to the sale of any shares by
such shareholders. In addition, the Company has the right to purchase from
such shareholders all shares they hold at the time of their termination of
employment with the Company at the then current fair market value of the
shares. The fair market value is determined in the first instance by the
Board of Directors and by an independent appraisal (the cost of which is
split between the Company and the departing shareholder) if the departing
shareholder disputes the board's determination.
The Company entered into an operating lease with its Chief Executive
Officer to lease a turbo prop aircraft for use in Company travel. The lease
requires $95,000 in annual payments for a term of 3 years beginning in
January, 1998. Over the past fiscal year, the Company received advances
bearing interest at a rate of 12% from its Chief Executive Officer in the
amount of $3.4 million which have a remaining balance at October 13, 1999,
of $400,000.
Effective July 2, 1999, the Company acquired Tres Hombres, Inc., a
restaurant chain substantially owned by the principal shareholder of the
Company. The transaction was consummated through an exchange of voting
common stock and is being accounted for in a manner similar to a pooling of
interests.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1)Financial Statements
Report of Independent Accountants
Consolidated Balance Sheets as of June 30, 1999 and
1998 Consolidated Statement of Operations for the Years
Ended June 30, 1999, 1998, and 1997
Consolidated Statements of the Stockholders' Equity
(Deficit) for the Years Ended June 30, 1999, 1998,
and 1997
Consolidated Statements of Cash Flows for the Years Ended
June 30, 1999, 1998, and 1997
(a)(2)Financial Statement Schedules
Schedule II Valuation and qualifying accounts
(a)(3)Exhibits
EXHIBIT NO. DESCRIPTION
3.1 Articles of Incorporation of the Company (incorporated herein
by reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-1 (No. 33-53343)
3.2 Certificate of Amendment of the Certificate of Incorporation
of the Company, dated April 26, 1994, relating to the change
of name (incorporated herein by reference to Exhibit 3.2 to
the Company's Registration Statement on Form S-1 (No.
33-53343)
3.3 By-laws of the Company (incorporated herein by reference to
Exhibit 3.3 to the Company's Registration Statement on Form
S-1 (No. 33-53343)
4.1 Indenture between All Star Gas Corporation and J. Henry
Schroder Bank & Trust company, Trustee, relating to the 9%
Subordinated Debentures due December 31, 2007, and the form of
9% Subordinated Debentures due December 31, 2007,
(incorporated herein by reference to Exhibit 4(a) to the All
Star Incorporated and Exco Acquisition Corp. (Commission File
No. 2-83683) Registration Statement on Form S-14 with the
Commission on May 11, 1983); and First Supplemental Indenture
thereto between All Star Gas Corporation (now known as EGOC)
and IBJ Schroder Bank & Trust Co., dated as of December 13,
1989, (incorporated herein by reference to Exhibit 4(c) to All
Star Gas Corporation (now known as EGOC) Registration
Statement on Form 8-B filed with the Commission on February 1,
1990)
4.2 Indenture between the Company and Shawmut Bank Connecticut,
National Association, Trustee, relating to the 12-7/8% Senior
Secured Notes due 2004, including the 12-7/8% Senior Secured
Notes due 2004, the Guarantee and the Pledge Agreement
(incorporated herein by reference to Exhibit 4.2 to the
Registrant's Annual Report on Form 10-K for the year ended
June 30, 1994)
4.3 Warrant Agreement (incorporated herein by reference to Exhibit
4.3 to the Registrant's Annual Report on Form 10-K for the
year ended June 30, 1994)
10.1 Shareholder Agreement, dated as of October 28, 1988, by and
among All Star Gas Acquisition Corporation and Robert W.
Plaster Trust, Robert W. Plaster, Trustee; Paul S. Lindsey,
Jr.; Stephen R. Plaster Trust, Lynn C. Hoover, Trustee; Cheryl
Plaster Schaefer Trust, Lynn C. Hoover, Trustee; Robert L.
Wooldridge; Gwendolyn B. VanDerhoef; Dwight Gilpin; Luther
Henry Gill; Valeria Schall; Floyd J. Waterman; Larry W. Bisig;
Larry Weis; Robert Heagerty; Murl J. Waterman; Earl L. Noe;
Thomas Flak; Michael Kent St. John; James E. Acreman; Carolyn
Rein; Dan Weatherly; Nina Irene Craighead; Joyce Sue Kinnett;
Edwin H. McMahon; Paul Stahlman; Ralph Wilson; Alan Simer;
Ferrell Stamper; and All Star Gas Corporation Employee Stock
Ownership Plan, Robert W. Plaster, Trustee (incorporated
herein by reference to Exhibit 10.1 to the Company's
Registration Statement on Form S-1 (No. 33-53343)
10.2 1995 Stock Option Plan of All Star Gas Company (incorporated
herein by reference to Exhibit 10.2 to the Registrant's Annual
Report on Form 10-K for the year ended June 30, 1995)
10.3 Lease Agreement, dated May 7, 1994, between the Company and
Evergreen National Corporation (incorporated herein by
reference to Exhibit F of Exhibit 10.1 to the All Star Gas
Operating Corporation (Commission File No. 1-6537-3) Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31,
1994)
10.4 Services Agreement, dated May 7, 1994, between the Company and
All Star Service Corporation (incorporated herein by reference
to Exhibit G of Exhibit 10.1 to the All Star Gas Operating
Corporation (Commission File No. 1-6537-3) Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 1994)
10.5 Non-Competition Agreement, dated May 7, 1994, by and among the
Company, Energy, Robert W. Plaster, Stephen R. Plaster, Joseph
L. Schaefer, Paul S. Lindsey, Jr. (incorporated herein by
reference to Exhibit E of Exhibit 10.1 to the All Star Gas
Operating Corporation (Commission File No. 1-6537-3) Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31,
1994)
10.6 Employment Agreement between the Company and Paul S. Lindsey,
Jr. (incorporated herein by reference to Exhibit 10.7 to the
Company's Registration Statement on Form S- 1 (No. 33-53343)
10.7 Asset Purchase Agreement by and among the Company, All Star
Gas, Inc. of North Carolina, PSNC Propane Corporation, and
Public Service Company of North Carolina, Incorporated
(incorporated herein by reference to Exhibit 10.8 to the
Company's Registration Statement on Form S-1 (No. 33-533343)
10.8 Indemnification Agreement between the Company and Douglas A.
Brown (incorporated herein by reference to Exhibit 10.9 to the
Company's Registration Statement on Form S- 1 (No. 33-53343)
10.9 Tax Indemnification Agreement between the Company and Energy
(incorporated herein by reference to Exhibit 10.10 to the
Company's Registration Statement on Form S-1 (No. 33-53343)
10.10 Supply Contract No. 1, dated June 1, 1993, between EGOC and
Warren Petroleum Company (incorporated herein by reference to
Exhibit 10.11 to the Company's Registration Statement on Form
S-1 (No. 33-53343)
10.11 Supply Contract No. 2, dated June 1, 1993, between EGOC and
Warren Petroleum Company (incorporated herein by reference to
Exhibit 10.12 to the Company's Registration Statement on Form
S-1 (No. 33-53343)
10.12 Management Agreement between All Star Gas Company,
Northwestern Growth Corporation and SYN, Inc. dated May 17,
1995 (incorporated herein by reference to Exhibit 10.13 to the
Registrant's Annual Report on Form 10(k) for the year ended
June 30, 1995)
10.13 Agreement Among Initial Stockholders and SYN, Inc. dated May
17, 1995 (incorporated herein by reference to Exhibit 10.14 to
the Registrant's Annual Report on Form 10(k) for the year
ended June 30, 1995).
10.14 Waiver Agreement dated April 29, 1995 by and among All Star
Gas Corporation, SYN, Inc., Paul S. Lindsey, Jr. Northwestern
Growth Corporation, All Star Energy Corporation, Robert W.
Plaster, and Stephen R. Plaster (incorporated herein by
reference to Exhibit 10.15 to the Registrant's Annual Report
on Form 10-K for the year ended June 30, 1995).
10.15+ Propane Sales Agreement dated August 24, 1995, between All
Star Gas Corporation and Warren Petroleum Company
(incorporated herein by reference to Exhibit 10.16+ to the
Registrant's Annual Report on Form 10(k) for the year ended
June 30, 1996).
10.16+ Supply Contract dated April 27, 1995, between All Star Gas
Corporation and Phillips 66 Company (incorporated herein by
reference to Exhibit 10.17+ to the Registrant's Annual Report
on Form 10(k) for the year ended June 30, 1995).
10.17+ Dealer Sale Contract dated January 20, 1995, between All Star
Gas Corporation and Conoco Inc. (incorporated herein by
reference to Exhibit 10.18+ to the Registrant's Annual Report
on Form 10(k) for the year ended June 30, 1995).
10.18+ Supply Contract dated April 24, 1995 between All Star Gas
Corporation and Enron Gas Liquids, Inc. (incorporated herein
by reference to Exhibit 10.19+ to the Registrant's Annual
Report on Form 10(k) for the year ended June 30, 1995).
10.19 7/1/96 Agreement Amending Amended and Restated Agreement Among
Initial Stockholders and Syn Inc. (incorporated herein by
reference to Exhibit 10.22 to the Registrant's Annual Report
on Form 10(k) for the year ended June 30, 1997).
10.20 11/3/95 Agreement Among Initial Stockholders and Mac Inc.
(incorporated herein by reference to Exhibit 10.25 to the
Registrant's Annual Report on Form 10(k) for the year ended
June 30, 1996).
10.21 11/3/95 Management Agreement between NWPS, Myers Acquisition
Company and Empire (incorporated herein by reference to
Exhibit 10.26 to the Registrant's Annual Report on Form 10(k)
for the year ended June 30, 1996)
10.22 7/31/95 Agreement Amending Management Agreement (incorporated
herein by reference to Exhibit 10.28 to the Registrant's
Annual Report on Form 10(k) for the year ended June 30, 1996).
10.23 7/31/95 Agreement Amending and Reinstating Agreement Among
Initial Stockholders and Syn Inc. (incorporated herein by
reference to Exhibit 10.29 to the Registrant's Annual Report
on Form 10(k) for the year ended June 30, 1996).
10.24+ Propane Sales Agreement dated April 9, 1996, between All Star
Gas Corporation and Warren Petroleum Company (incorporated
herein by reference to Exhibit 10.30+ to the Registrant's
Annual Report on Form 10(k) for the year ended June 30, 1996).
10.25+ Amendment to Supply Contract dated August 15, 1994, between
All Star Gas Corporation and Phillips 66 Company (incorporated
herein by reference to Exhibit 10.31+ to the Registrant's
Annual Report on Form 10(k) for the year ended June 30,
1996).
10.26+ Supply Contract dated April 1, 1996, between All Star Gas
Corporation and Conoco, Inc. (incorporated herein by reference
to Exhibit 10.32+ to the Registrant's Annual Report on Form
10(k) for the year ended June 30, 1996).
10.27 June 1, 1996, Lease of Aircraft between Paul S. Lindsey,
Limited Liability Company and All Star Gas Corporation
(incorporated herein by reference to Exhibit 10.33 to the
Registrant's Annual Report on Form 10(k) for the year ended
June 30, 1996).
10.28+ Liquified Petroleum Gas Contract dated July 1, 1996 between
All Star Gas Corporation and Shell Anacortes Refining Company
(incorporated herein by reference to Exhibit 10.34+ to the
Registrant's Annual Report on Form 10(k) for the year ended
June 30, 1996).
10.29+ Liquified Petroleum Gas Contract dated July 1, 1996 between
All Star Gas Corporation and Shell Oil Company (incorporated
herein by reference to Exhibit 10.35+ to the Registrant's
Annual Report on Form 10(k) for the year ended June 30, 1996).
10.30+ Propane Sales Agreements between All Star Gas Corporation and
Warren Petroleum Company (incorporated herein by reference to
Exhibit 10.36+ to the Registrant's Annual Report on Form 10(k)
for the year ended June 30, 1996).
10.31+ Liquified Petroleum Gas Contract dated June 1, 1996 between
All Star Gas Corporation and Shell Oil Company (incorporated
herein by reference to Exhibit 10.37+ to the Registrant's
Annual Report on Form 10(k) for the year ended June 30, 1996).
10.32 December 31, 1997, Lease of Aircraft Agreement between Paul S.
Lindsey, LLC, and All Star Gas Corporation (incorporated
herein by reference to Exhibit 10.43 to the Registrant's
Annual Report on Form 10(k) for the year ended June 30, 1998).
10.33 Financing Agreement by and among All Star Gas Corporation and
Ableco Finance LLC dated March 12, 1999 (incorporated herein
by reference to Exhibit 10 to the Registrant's Quarterly
Report on Form 10(q) for the quarter ended March 31, 1999).
21.1 Subsidiaries of the Company
27.1 Financial Data Schedules
- ------------
+ Confidential treatment has been requested. The copy filed as an exhibit
omits the information
subject to the confidentiality request.
(b) Reports on Form 8-K
January 15, 1999
July 15, 1999
April 6, 1999
May 18, 1999
(c) Exhibits
See (a)(3) above.
(d) Financial Statements
See (a)(1) above.
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly
authorized.
All Star Gas Corporation
By: /s/ Paul S. Lindsey, Jr.
Paul S. Lindsey, Jr.
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
SIGNATURE CAPACITY IN WHICH SIGNED DATE
/s/ Paul S. Lindsey, Jr. Chief Executive Officer and October 13, 1999
- -------------------------------
Paul S. Lindsey, Jr. Chairman of the Board of
All Star Gas Corporation
(principal executive officer)
/s/ Willis D. Green Controller October 13, 1999
- -------------------------------
Willis D. Green (principal financial/accounting
officer)
/s/ Kristin L. Lindsey Director of All Star Gas October 13, 1999
- -------------------------------
Kristin L. Lindsey Corporation
/s/ Bruce M. Withers, Jr. Director of All Star Gas October 13, 1999
- -------------------------------
Bruce M. Withers, Jr. Corporation
/s/ Jim J. Shoemake Director of All Star Gas October 13, 1999
- -------------------------------
Jim J. Shoemake Corporation
ALL STAR GAS CORPORATION
Accountants' Report and
Consolidated Financial Statements
June 30, 1999, 1998 and 1997
ALL STAR GAS CORPORATION
JUNE 30, 1999 AND 1998
CONTENTS
Page
INDEPENDENT ACCOUNTANTS' REPORT..................................... 1
CONSOLIDATED FINANCIAL STATEMENTS
Balance Sheets.................................................... 2
Statements of Operations.......................................... 3
Statements of Stockholders' Equity (Deficit)...................... 4
Statements of Cash Flows.......................................... 5
Notes to Financial Statements..................................... 7
Independent Accountants' Report
Board of Directors and Stockholders
All Star Gas Corporation
Lebanon, Missouri
We have audited the accompanying consolidated balance sheets of ALL STAR
GAS CORPORATION as of June 30, 1999 and 1998, and the related consolidated
statements of operations, stockholders' equity (deficit) and cash flows for
each of the three years in the period ended June 30, 1999. 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 financial position of ALL
STAR GAS CORPORATION as of June 30, 1999 and 1998, and the results of its
operations and its cash flows for each of the three years in the period
ended June 30, 1999, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 2, the
Company has suffered recurring losses from operations and has net working
capital and stockholders' equity deficiencies at June 30, 1999. As also
discussed in Note 2, the Company's debt service requirements escalate
during fiscal year 2000. These matters raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 2. The financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.
BAIRD, KURTZ & DOBSON
Springfield, Missouri
August 13, 1999
ALL STAR GAS CORPORATION
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1999 AND 1998
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
ASSETS
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
CURRENT ASSETS
Cash $ 1,291 $ 897
Trade receivables, less allowance
for doubtful accounts; 1999 - $526, 1998 - $844 4,249 4,526
Inventories 4,773 6,985
Prepaid expenses 901 615
Refundable income taxes 749 1,135
Deferred income taxes 300 312
--------- ---------
Total Current Assets 12,263 14,470
--------- ---------
PROPERTY AND EQUIPMENT, AT COST
Land and buildings 11,483 11,233
Storage and consumer service facilities 77,505 77,732
Transportation, office and other equipment 29,237 29,348
--------- ---------
118,225 118,313
Less accumulated depreciation 42,459 37,323
--------- ---------
75,766 80,990
--------- ---------
OTHER ASSETS
Debt acquisition costs, net of amortization 3,718 3,086
Excess of cost over fair value of net assets
acquired, at amortized cost 11,053 13,202
Notes receivable - related parties 8 676
Due from related parties 841 --
Other 1,814 1,364
--------- ---------
17,434 18,328
--------- ---------
$ 105,463 $ 113,788
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
1999 1998
---- ----
CURRENT LIABILITIES
Checks in process of collection $ 1,884 $ 1,682
Current maturities of long-term debt 2,252 7,824
Accounts payable 2,224 2,141
Accrued salaries 1,530 1,403
Accrued interest 4,171 4,174
Accrued expenses 831 854
Due to related parties 400 280
Customer prepayments 9,027 8,343
--------- ---------
Total Current Liabilities 22,319 26,701
--------- ---------
LONG-TERM DEBT 144,331 134,526
--------- ---------
DEFERRED INCOME TAXES 794 4,905
--------- ---------
ACCRUED SELF-INSURANCE LIABILITY 320 330
--------- ---------
STOCKHOLDERS' EQUITY (DEFICIT)
Common; $.001 par value; authorized 20,000,000
shares; issued June 30, 1999 and 1998,
14,291,020 shares 14 14
Common stock purchase warrants 1,227 1,227
Additional paid-in capital 27,279 27,279
Retained earnings (deficit) (2,747) 6,880
--------- ---------
25,773 35,400
Treasury stock, at cost; 12,726,970 shares (88,074) (88,074)
--------- ---------
(62,301) (52,674)
--------- ---------
$ 105,463 $ 113,788
========= =========
See Notes to Consolidated Financial Statements
</TABLE>
ALL STAR GAS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED JUNE 30, 1999, 1998 AND 1997
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
OPERATING REVENUE $ 79,537 $ 86,510 $ 94,543
COST OF PRODUCT SOLD 36,583 42,416 53,075
--------- --------- ---------
GROSS PROFIT 42,954 44,094 41,468
--------- --------- ---------
OPERATING COSTS AND EXPENSES
Provision for doubtful accounts 227 342 483
General and administrative 29,264 29,745 27,638
Depreciation and amortization 9,359 9,334 6,867
(Gain) loss on sale of assets (547) (340) 732
--------- --------- ---------
38,303 39,081 35,720
--------- --------- ---------
OPERATING INCOME 4,651 5,013 5,748
--------- --------- ---------
OTHER INCOME (EXPENSE)
Interest expense (11,713) (11,391) (10,605)
Amortization of debt discount (7,762) (6,796) (6,140)
Gain on SYN/Myers Transaction -- -- 16,922
Restructuring proposal costs -- (910) (1,903)
--------- --------- ---------
(19,475) (19,097) (1,726)
--------- --------- ---------
INCOME (LOSS) BEFORE INCOME TAXES (14,824) (14,084) 4,022
PROVISION (CREDIT) FOR INCOME TAXES (5,197) (4,130) 1,800
--------- --------- ---------
NET INCOME (LOSS) $ (9,627) $ (9,954) $ 2,222
========= ========= =========
BASIC AND DILUTED INCOME (LOSS)
PER COMMON SHARE $ (6.16) $ (6.36) $ 1.41
========== ========== ==========
See Notes to Consolidated Financial Statements
</TABLE>
ALL STAR GAS CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
YEARS ENDED JUNE 30, 1999, 1998 AND 1997
(IN THOUSANDS)
<TABLE>
<CAPTION>
Common Total
Stock Additional Stockholders'
Common Purchase Paid-In Retained Treasury Equity
Stock Warrants Capital Earnings Stock (Deficit)
------ -------- ---------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, JUNE 30, 1996 $ 14 $ 1,227 $ 27,279 $ 14,612 $ (87,975) $ (44,843)
TREASURY STOCK
PURCHASE -- -- -- -- (99) (99)
NET INCOME -- -- -- 2,222 -- 2,222
--------- --------- --------- --------- --------- ---------
BALANCE, JUNE 30, 1997 14 1,227 27,279 16,834 (88,074) (42,720)
NET LOSS -- -- -- (9,954) -- (9,954)
--------- --------- --------- --------- --------- ---------
BALANCE, JUNE 30, 1998 14 1,227 27,279 6,880 (88,074) (52,674)
NET LOSS -- -- -- (9,627) -- (9,627)
--------- --------- --------- --------- --------- ---------
BALANCE, JUNE 30, 1999 $ 14 $ 1,227 $ 27,279 $ (2,747) $ (88,074) $ (62,301)
========= ========= ========= ========= ========= =========
See Notes to Consolidated Financial Statements
</TABLE>
ALL STAR GAS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED JUNE 30, 1999, 1998 AND 1997
(IN THOUSANDS)
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (9,627) $ (9,954) $ 2,222
Items not requiring (providing) cash:
Depreciation 7,326 7,384 5,467
Amortization 9,795 8,746 7,540
Gain on sale of assets and
SYN/Myers transaction (547) (340) (16,190)
Deferred income taxes (4,099) (2,597) (750)
Changes in:
Trade receivables 594 91 (982)
Inventories 2,078 372 (905)
Prepaid expenses and other (1,509) 937 (644)
Due from related parties -- -- 1,163
Accounts payable and customer prepayments 730 1,584 2,392
Accrued expenses and self-insurance 477 (581) (1,015)
---------- ---------- ----------
Net cash provided by (used in) operating activities 5,218 5,642 (1,702)
---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sales of retail service centers and
other assets 3,131 2,821 2,476
Receipts on sales of retail outlets previously accrued -- -- 3,002
Proceeds from SYN/Myers transaction -- -- 18,000
Acquisition of retail service centers (601) (4,435) (5,248)
Purchases of property and equipment (3,645) (7,187) (7,733)
Advances from (to) related parties (721) 378 --
---------- --------- ---------
Net cash provided by (used in) investing activities (1,836) (8,423) 10,497
---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in working capital facility $ (294) $ 4,500 $ (5,839)
Principal payments on purchase obligations (3,578) (2,355) (1,362)
Proceeds on long-term debt obligations 695 252 --
Increase (decrease) in checks in process of collection 202 316 (1,428)
Principal payment on subordinated debentures (13) -- --
Purchase of treasury stock -- -- (99)
---------- --------- ---------
Net cash provided by (used in) financing activities (2,988) 2,713 (8,728)
---------- --------- ---------
INCREASE (DECREASE) IN CASH 394 (68) 67
CASH, BEGINNING OF YEAR 897 965 898
--------- --------- ---------
CASH, END OF YEAR $ 1,291 $ 897 $ 965
========= ========= =========
See Notes to Consolidated Financial Statements
</TABLE>
ALL STAR GAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999 AND 1998
NOTE 1: NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
NATURE OF OPERATIONS
The Company's principal operation is the sale of liquefied propane (LP)
gas. Most of the Company's customers are owners of residential single or
multifamily dwellings who make periodic purchases on unsecured credit. Such
customers are located throughout the United States with the larger number
concentrated in the central and western states and along the Pacific coast.
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 All Star
Gas Corporation and its wholly-owned subsidiaries. All significant
intercompany transactions and balances have been eliminated in
consolidation.
REVENUE RECOGNITION POLICY
Sales and related cost of product sold are recognized upon delivery of
the product or service.
INVENTORIES
Inventories are valued at the lower of cost or market. Cost is
determined by the first-in, first-out method for retail operations and
specific identification method for wholesale operations. At June 30, the
inventories were:
<TABLE>
<CAPTION>
1999 1998
---- ----
(In Thousands)
<S> <C> <C>
Gas and other petroleum products $ 2,003 $ 3,495
Gas distribution parts, appliances and equipment 2,770 3,490
--------- ---------
$ 4,773 $ 6,985
========= =========
</TABLE>
PROPERTY AND EQUIPMENT
Depreciation is provided on property and equipment on the straight-line
method over estimated useful lives of 3 to 33 years.
INCOME TAXES
Deferred tax liabilities and assets are recognized for the tax effects
of differences between the financial statement and tax bases of assets and
liabilities. A valuation allowance is established to reduce deferred tax
assets if it is more likely than not that a deferred tax asset will not be
realized.
AMORTIZATION
Debt acquisition costs are being amortized on a straight-line basis over
the terms of the debt to which the costs are related as follows: the 1994
senior secured note costs (originally $5,143,000) are amortized over ten
years; and the costs of the 1999 revolving credit facility (originally
$1,279,000) are amortized over three years.
Amortization of discounts on debentures and notes (Note 4) is on the
effective interest, bonds outstanding method.
The majority of the excess of cost over fair value of net assets
acquired relates to a transaction originating prior to July 1, 1994, and is
being amortized on the straight-line basis over 25 years. Excess of cost
over fair value of net assets on subsequent acquisitions is amortized on
the straight-line basis over 5 years.
INCOME (LOSS) PER COMMON SHARE
Income (loss) per common share is computed by dividing net income (loss)
by the weighted average number of common shares and, except where
anti-dilutive, common share equivalents outstanding, if any. The weighted
average number of common shares outstanding used in the computation of
earnings per share was 1,564,050, 1,564,050 and 1,572,902 for each of the
periods ended June 30, 1999, 1998 and 1997, respectively.
FUTURES CONTRACTS AND PURCHASE COMMITMENTS
The Company uses commodity futures contracts to reduce the risk of
future price fluctuations for LP gas 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. The Company also routinely makes purchase commitments for the
delivery of LP gas inventories, particularly during its peak winter selling
season. At June 30, 1999 and 1998, the Company had approximately $872,000
and $9.0 million, respectively, in outstanding commitments to purchase LP
gas for inventory. As of June 30, 1999, the Company had no open positions
on futures contracts and at June 30, 1998, the Company's open positions on
futures contracts were immaterial.
IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS
During the year ended June 30, 1999, the Company adopted SFAS 130,
Reporting Comprehensive Income. This Statement establishes standards for
reporting and display of comprehensive income and its components in a full
set of financial statements.
During the year ended June 30, 1999, the Company adopted SFAS 131,
Disclosures about Segments of an Enterprise and Related Information. This
Statement establishes standards for the way that public business
enterprises report information about operating segments. The Statement also
establishes standards for related disclosures about products and services,
geographic areas and major customers.
During the year ended June 30, 1999, the Company adopted SFAS 132,
Employers' Disclosures about Pensions and Other Postretirement Benefits.
This Statement revises employers' disclosures about pension and other
postretirement benefit plans.
The FASB recently adopted SFAS 133, Accounting for Derivative Financial
Instruments and Hedging Activities. This Statement establishes accounting
and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging
activities. SFAS 133 is effective for all fiscal quarters of fiscal years
beginning after June 15, 2000, may be adopted early for periods beginning
after issuance of the Statement and may not be applied retroactively. The
effects of adoption of SFAS 133 on the Company's financial statements are
not determinable currently. The Company expects to initially adopt SFAS 133
for fiscal year 2001.
SEGMENT INFORMATION
The principal business of the Company is the sale of liquefied propane
(LP) gas. The Company has no significant assets other than those used in
its principal business. The LP gas operation is the Company's only
reportable segment. Selected information is not presented separately for
the Company's reportable segment, as there is no material difference
between that information and the corresponding information in the
consolidated financial statements.
NOTE 2: MANAGEMENT'S CONSIDERATION OF GOING CONCERN MATTERS
The Company has suffered recurring losses from operations, has net
working capital and stockholders' equity deficiencies and the annual cash
interest requirement on its $127,200,000 Senior Secured Notes increases
from 7% to 127/8% in fiscal year 2000. The financial statements have been
prepared assuming the Company will continue as a going concern, realizing
assets and liquidating liabilities in the ordinary course of business.
Management is undertaking several strategies for mitigating these
conditions during the coming year. These include the ongoing plan of
strategic geographic consolidation of service centers, disposing of
nonstrategic or marginal locations and merging small acquisitions into
existing markets, and an overall campaign to reduce general and
administrative expenses. The Company is also exploring various long-term
financing and recapitalization alternatives. Although not currently
planned, realization of assets in other than the ordinary course of
business to meet liquidity needs could incur losses not reflected in these
financial statements.
NOTE 3: RELATED PARTY TRANSACTIONS
During 1999, 1998 and 1997, the Company has purchased $250,000, $189,000
and $286,000, respectively, of paint from a corporation owned by the spouse
of the Company's principal shareholder.
Beginning July 1, 1994, the Company entered into a seven-year services
agreement with a related party to provide data processing and management
information services to the Company. For the year ended June 30, 1997,
prior to cancellation, total expenses related to this services agreement
were $500,000.
In December 1996, the Company and Northwestern Growth Corporation (NGC)
completed an agreement for the sale of the Company's interest in SYN Inc.
and Myers Acquisition Company (Myers) and the modification and termination
of certain agreements between NGC, SYN Inc. and Myers on the one hand and
the Company on the other hand. The agreement resulted in the termination of
the Management Agreement and a payment of $18 million to the Company
resulting in a gain reflected in the statement of operations of $16.9
million, which is net of transaction and other costs and fees.
The Company received payments of $1.7 million related to management fees
and overhead reimbursement from SYN Inc. for the year ended June 30, 1997.
During the year ended June 30, 1998, the Company purchased $20.8 million
of LP gas on behalf of SYN Inc. and Myers that was transferred at cost.
In December 1996, the Company acquired a 10% ownership interest in
Propane Resources Transportation, Inc. (PRT). In December 1996, the Company
issued a long-term mortgage obligation of $1.1 million for the purchase of
certain transport equipment from SYN Inc. This equipment was then sold to
PRT for a $1.1 million long-term note receivable. The balance of this note
receivable was $0 and $661,000 at June 30, 1999 and 1998, respectively. PRT
provided transport services for a portion of the Company's propane delivery
needs resulting in freight charges paid to PRT during 1999, 1998 and 1997
of $773,000, $768,000 and $1.4 million, respectively.
During the year ended June 30, 1997, the Company acquired a 39% interest
in Propane Resources Supply and Marketing, LLC (PRSM) for $263,000. The
Company's investment is stated at amortized cost plus equity in the
affiliate's undistributed net income since acquisition. The Company sells
LP gas to PRSM on a regular basis. The Company paid consulting fees of
$150,000, $200,000 and $117,000 to PRSM during 1999, 1998 and 1997,
respectively.
In October 1997, the Company acquired Red Top Gas, a retail LP
distributor owned by a party related to the principal shareholder, for
$6,333,000. Prior to the acquisition, the Company sold LP gas to this
party.
At June 30, 1999 and 1998, the Company has invested $134,000 along with
certain key employees in real estate partnerships as special limited
partners for tax credit allocation purposes.
In 1998, the Company entered into an operating lease with the principal
shareholder for an aircraft. The lease requires $95,000 in annual payments
for a term of three years that began in January 1998.
At June 30, 1999, the Company had advances of $841,000 to Tres Hombres,
Inc. (see Note 15).
In 1999, the principal shareholder loaned the Company amounts totaling
$3.4 million, bearing interest at a rate of 12%, with terms ranging from 7
days to 6 months. At June 30, 1999, the balance of these obligations was
$400,000.
NOTE 4: LONG-TERM DEBT
Long-term debt at June 30 consisted of (In Thousands):
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Working capital facility, due 2002 (A) $ 4,756 $ --
Working capital facility (B) -- 5,050
127/8% Senior Secured Notes, due 2004 (C) 127,200 127,200
9% Subordinated Debentures, due 2007 (D) 9,729 9,746
Purchase contract obligations and capital leases (E) 9,975 12,552
-------- ---------
151,660 154,548
Less unamortized discounts 5,077 12,198
-------- ---------
146,583 142,350
Less current maturities 2,252 7,824
-------- ---------
$ 144,331 $ 134,526
======== =========
</TABLE>
(A) The working capital facility was provided by a commercial financing
entity in March 1999. All of the Company's receivables and inventories
are pledged as collateral to the agreement which contains covenants
concerning reporting, EBITDA, tangible net worth and fixed charge
coverage ratio requirements, and debt and certain dividend
restrictions. At June 30, 1999, the Company was not in compliance with
the facility's reporting and tangible net worth covenants. The Company
has received a waiver of this noncompliance from the creditor.
The facility provides for borrowing up to $15 million, subject to a
sufficient borrowing base. The borrowing base generally limits the
Company's total borrowings to 85% of eligible accounts receivable and
55% of eligible inventory. The facility bears interest at the greater
of 7.75% or the reference rate (prime) plus 4% (currently 12.42%). The
agreement provides for payment of a $150,000 funding fee on the
anniversary date of the loan each year.
(B) The working capital facility, prior to March 1999, was provided to the
Company in June 1994 in conjunction with the offering of the 127/8%
Senior Secured Notes, due 2004. All of the Company's receivables and
inventories were pledged to the agreement which contained tangible net
worth, capital expenditures, interest coverage ratio, debt and certain
dividend restrictions. These dividend restrictions prohibited the
Company from paying common stock cash dividends.
The facility provided for borrowings up to $15 million, subject to a
sufficient borrowing base. The borrowing base generally limited the
Company's total borrowings to 85% of eligible accounts receivable and
52% of eligible inventory. The facility bore interest at either 1.5%
over prime or 3.0% over the LIBOR rate and provided for a commitment
fee of .375% per annum of the unadvanced portion of the commitment.
(C) The notes were issued June 1994 at a discount and require interest
payments at 7% through July 15, 1999, and at 127/8% thereafter. The
notes are redeemable at the Company's option. The original principal
issued may be redeemed, as a whole or in part, at 106.438% of the
principal amount through July 15, 2000, and at declining percentages
thereafter. The notes are guaranteed by the subsidiaries of the
Company and secured by the common stock of the restricted subsidiaries
of the Company.
The original principal amount of the notes issued ($127,200,000) was
adjusted ($27,980,000) to give effect for the original issue discount
and the common stock purchase warrants (effective interest rate of
13.0%). The discount on these notes is being amortized over the
remaining life of the notes using the effective interest, bonds
outstanding method.
Separate financial statements of the guarantor subsidiaries are not
included because such subsidiaries have jointly and severally
guaranteed the notes on a full and unconditional basis; the aggregate
assets and liabilities of the guarantor subsidiaries are substantially
equivalent to the assets and liabilities of the parent on a
consolidated basis; and the separate financial statements and other
disclosures concerning the subsidiary guarantors are not deemed to be
material.
The guarantor subsidiaries are restricted from paying dividends to the
Company during any periods of default under the respective debt
agreements.
(D) The debentures, issued June 1983, are redeemable at the Company's
option, as a whole or in part, at par value.
The original principal amount of debentures issued was adjusted to
market at issuance (effective interest rate of 16.5%). The remaining
discount on these debentures is being amortized over the remaining
life of the debentures using the effective interest, bonds outstanding
method.
(E) Purchase contract obligations arise from the purchase of operating
businesses and are collateralized by the equipment and real estate
acquired in the respective acquisitions. Capital leases include leases
covering trucks and data processing equipment. At June 30, 1999 and
1998, these obligations carried interest rates from 7% to 11% and are
due periodically through 2006.
Aggregate annual debt service requirements (in thousands) of the
long-term debt outstanding at June 30, 1999, are:
Total
Principal Interest Debt Service
--------- -------- -------------
2000 $ 2,252 $ 14,202 $ 16,454
2001 2,149 17,771 19,920
2002 6,258 17,642 23,900
2003 1,267 17,532 18,799
2004 127,919 17,474 145,393
Thereafter 11,815 2,798 14,613
--------- --------- ---------
$ 151,660 $ 87,419 $ 239,079
========= ========= =========
NOTE 5: INCOME TAXES
The provision (credit) for income taxes includes these components:
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
(In Thousands)
<S> <C> <C> <C>
Taxes currently payable (refundable) $ (1,098) $ (1,533) $ 2,550
Deferred income taxes (4,099) (2,597) (750)
--------- --------- ---------
$ (5,197) $ (4,130) $ 1,800
========= ========= =========
</TABLE>
The tax effects of temporary differences at June 30, 1999 and 1998,
related to deferred taxes were:
<TABLE>
<CAPTION>
1999 1998
---- ----
(In Thousands)
<S> <C> <C>
Deferred Tax Assets
Allowance for doubtful accounts $ 191 $ 274
Accounts receivable advance collections 36 11
Self-insurance liabilities and contingencies 1,247 930
Original issue discount 10,046 7,497
Net operating loss carryforwards 2,864 381
Alternative minimum tax credit carryforwards 2,200 3,000
--------- ---------
16,584 12,093
Deferred Tax Liability
Accumulated depreciation and tax cost differences (17,078) (16,686)
--------- ---------
Net deferred tax liability $ (494) $ (4,593)
========= =========
The above net deferred tax liability is presented on the June 30 balance
sheets as follows:
1999 1998
---- ----
(In Thousands)
Deferred Tax Assets (Liabilities)
Deferred tax asset - current $ 300 $ 312
Deferred tax liability - long-term (794) (4,905)
--------- ---------
Net deferred tax liability $ (494) $ (4,593)
========= =========
</TABLE>
A reconciliation of income tax expense at the statutory rate to the
Company's actual income tax expense is shown below:
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
(In Thousands)
<S> <C> <C> <C>
Computed at the statutory rate (34%) $ (5,040) $ (4,789) $ 1,367
Increase (decrease) resulting from:
Amortization of excess of cost over
fair value of net assets acquired 389 386 268
State income taxes - net of federal tax benefit (280) (96) 90
Nondeductible travel costs and other expenses 31 28 87
Other (297) 341 (12)
--------- --------- ---------
Actual tax provision (credit) $ (5,197) $ (4,130) $ 1,800
========= ========= =========
</TABLE>
At June 30, 1999, the Company had approximately $2.2 million of
alternative minimum tax credits available to offset future federal income
taxes. The credits have no expiration date. The Company also has unused
operating loss carryforwards of $7.8 million, which expire in the years
2018 and 2019.
NOTE 6: SELF-INSURANCE AND CONTINGENCIES
Under the Company's current insurance program, coverage for
comprehensive general liability, workers' compensation 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 portion of
certain expected losses related primarily to comprehensive general and
vehicle liability. The Company self-insures the first $200,000 for each and
every general liability incident. For the vehicle and workers' compensation
programs, the Company has a $250,000 deductible per occurrence. The Company
obtains excess coverage on occurrence basis policies. Provisions for
self-insured losses are recorded based upon the Company's estimates of the
aggregate self-insured liability for claims incurred, resulting in a
retention for a portion of these expected losses.
The ending accrued liability includes $150,000 for incurred but not
reported claims at June 30, 1999 and 1998. The current portion of the
ending liability of $400,000 and $500,000 at June 30, 1999 and 1998,
respectively, is included in accrued expenses in the consolidated balance
sheets. The noncurrent portion at the end of each period is included in
accrued self-insurance liability.
The Company and its subsidiaries are also defendants in various lawsuits
related to the self-insurance program 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.
The Company currently self-insures health benefits provided to the
employees of the Company and its subsidiaries subject to a $75,000 cap per
claim. Provisions for losses expected under this program are recorded based
upon the Company's estimate of the aggregate liability for claims incurred.
The aggregate cost of providing the health benefits was $816,000, $700,000
and $492,000 for the years ended June 30, 1999, 1998 and 1997,
respectively.
In conjunction with a restructuring transaction involving the Company
and Empire Energy Corporation, the parties agreed to share on a percentage
basis the self-insured liabilities and other business related lawsuits
incurred prior to June 30, 1994, including both reported and unreported
claims. The self-insured liabilities included under this agreement include
general, vehicle, workers' compensation and health insurance liabilities.
Under the agreement, the Company assumed 52.3% of the liability with Empire
Energy Corporation assuming the remaining 47.7%.
The Company and its subsidiaries are presently involved in other various
federal and state tax audits which are not expected to have a material
adverse effect on the Company's financial position or results of
operations.
NOTE 7: STOCK OPTIONS AND WARRANTS
STOCK OPTIONS
The Company has established a Stock Option Plan for the benefit of its
employees, consultants and directors. Stock options may be either incentive
stock options or nonqualified stock options, with an option price no less
than the fair value of the Company's common stock on the date of the grant.
Options are granted for no more than a ten-year term and are exercisable
based on a written agreement between the administrator and optionee.
The table below summarizes transactions under the Company's stock option
plan:
Number of Shares
----------------
Balance, June 30, 1997 672,126
Granted ($7.00 per share) 104,000
Forfeited (192,100)
---------
Balance, June 30, 1998 584,026
Granted ($7.00 per share) 154,404
Forfeited (237,730)
---------
Balance, June 30, 1999 500,700
=========
Options outstanding at June 30, 1999, have a weighted-average remaining
contractual life of approximately 7 years with 273,218 options currently
exercisable at a price of $7.00 per share.
The Company applies Accounting Principles Board Opinion 25 and related
Interpretations in accounting for the plan, and no compensation cost has
been recognized. No fair value disclosures with respect to stock options
are presented because, in the opinion of management, such values do not
have a material effect.
COMMON STOCK PURCHASE WARRANTS
In connection with the Company's restructuring, the Company attached
warrants to purchase common stock to the new issuance of 127/8% Senior
Secured Notes, due 2004. Each warrant represents the right to purchase one
share of the Company's common stock for $.01 per warrant. The warrants are
exercisable currently and will expire on July 15, 2004.
The table below summarizes warrant activity of the Company:
<TABLE>
<CAPTION>
Number Exercise
of Shares Price
--------- --------
<S> <C> <C>
Issued 175,536 $.01
----------
Balance at June 30, 1999 and 1998 175,536 $.01
==========
</TABLE>
NOTE 8: ADDITIONAL CASH FLOW INFORMATION (IN THOUSANDS)
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
NONCASH INVESTING AND FINANCING ACTIVITIES
Note receivable from sale of retail service
center $207 -- --
Purchase contract obligations incurred for
business acquisitions -- $7,115 $5,463
Capital lease obligations incurred for
property and equipment $232 $328 --
ADDITIONAL CASH PAYMENT INFORMATION
Interest paid $11,762 $11,406 $11,156
Income taxes paid (refunded), net $(1,486) $(842) $3,361
</TABLE>
NOTE 9: EMPLOYEE BENEFIT PLAN
The Company has a defined contribution retirement plan covering
substantially all employees. Employees who elect to participate may
contribute a percentage of their salaries to the plan. The Company may make
contributions to the plan at the discretion of its Board of Directors. No
contributions to the plan were made by the Company during the years ended
June 30, 1999, 1998 or 1997.
NOTE 10: OPERATING LEASES
Noncancelable operating leases, which cover office space and various
equipment, expire in various years through 2005. These leases generally
contain renewal options for periods ranging from 1 to 5 years and require
the Company to pay all executory costs (property taxes, maintenance and
insurance).
Future minimum lease payments (in thousands) at June 30, 1999, were:
2000 $ 253,260
2001 219,838
2002 186,388
2003 155,588
2004 151,088
Thereafter 99,872
-------------
Future minimum lease payments $ 1,066,034
=============
NOTE 11: RESTRUCTURING PROPOSAL COSTS
During the year ended June 30, 1998, the Company was considering a
proposal to restructure its debt and equity. The Company abandoned the
proposal and has expensed the related costs of $910,000 and $1.9 million
during the years ended June 30, 1998 and 1997, respectively.
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:
ESTIMATES
Significant estimates related to self-insurance, goodwill amortization,
litigation, collectibility of receivables and income tax assessments are
discussed in Notes 1 and 6. Actual losses related to these items could vary
materially in the near term from amounts reflected in the financial
statements.
YEAR 2000 ISSUE
Like all entities, the Company is exposed to risks associated with the
Year 2000 Issue, which affects computer software and hardware; transactions
with customers, vendors and other entities; and equipment dependent on
microchips. The Company has begun but not yet completed the process of
identifying and remediating potential Year 2000 problems. It is not
possible for any entity to guarantee the results of its own remediation
efforts or to accurately predict the impact of the Year 2000 Issue on third
parties with which the Company does business. If remediation efforts of the
Company or third parties with which it does business are not successful,
the Year 2000 problem could have negative effects on the Company's
financial condition and results of operations in the near term.
NOTE 13: DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
At June 30, 1999 and 1998, the Company's financial instruments consist
of cash, trade receivables and payables, receivables from related parties
and long-term debt. The following methods were used to estimate the fair
value of financial instruments:
RECEIVABLES FROM RELATED PARTIES
It was not practicable to estimate the fair value of receivables from
related parties. The amounts reflected in the balance sheet at June 30,
1999 and 1998, are advances from the Company to various related parties.
LONG-TERM DEBT
Fair value of long-term debt is estimated based on the trading prices of
the Company's primary debt issuance. The fair value of the other debt
approximates carrying value as other debt consists of multiple mortgage
obligations and debentures and the working capital facility with interest
rates approximating rates currently available to the Company.
The carrying amounts and fair values of these financial instruments at
June 30 are as follows (in thousands):
1999 1998
-------------------- ---------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
Financial Assets:
Cash $1,291 $1,291 $897 $897
Financial Liabilities:
Senior Secured
Notes due 2004 $126,183 $94,764 $119,248 $109,392
Other long-term debt $19,746 $19,746 $22,573 $22,573
NOTE 14: BUSINESS ACQUISITIONS
During the year ended June 30, 1999, the Company acquired one LP gas
operation through an asset purchase transaction for a total of $675,000, of
which $590,000 was paid in cash with the remainder in mortgage obligations
and the assumption of certain liabilities. During the year ended June 30,
1998, the Company acquired four LP gas operations through two asset
purchase transactions and two stock purchase transactions for a total of
$12.1 million, of which $5.1 million was paid in cash with the remainder in
mortgage obligations and the assumption of certain liabilities. Each of
these acquisitions has been accounted for as a purchase by recording the
assets acquired and the liabilities assumed at their estimated fair values
at the acquisition date. Amounts paid above these fair values are recorded
as excess of cost over fair value of net assets acquired. The consolidated
operations of the Company include the operations of the acquirees from the
acquisition dates. Unaudited pro forma consolidated operations assuming the
purchases were made at the beginning of the previous and current years are
shown below:
1999 1998
---- ----
(In Millions)
Net sales $79.5 $87.5
Net loss $(9.6) $(9.9)
The pro forma results are not necessarily indicative of what would have
occurred had the acquisitions been on those dates, nor are they necessarily
indicative of future operations.
NOTE 15: SUBSEQUENT EVENT
Effective July 2, 1999, the Company acquired Tres Hombres, Inc., a
restaurant chain substantially owned by the principal shareholder of the
Company. The transaction was consummated through an exchange of voting
common stock and is being accounted for in a manner similar to a pooling of
interests. Unaudited pro forma consolidated operations assuming the
acquisition was made at the beginning of the previous and current years are
shown below. Pro forma disclosures for 1997 are not presented as the
information necessary to compute the pro forma amounts is not available.
1999 1998
---- ----
(In Millions Except
Per Share Data)
Net sales $83.7 $91.1
Net loss $(9.9) $(10.2)
Basic and diluted loss
per common share $(6.23) $(6.42)
Independent Accountants' Report on Financial Statement Schedules
----------------------------------------------------------------
Board of Directors and Stockholders
All Star Gas Corporation
Lebanon, Missouri
In connection with our audit of the consolidated financial statements
of ALL STAR GAS CORPORATION for each of the three years in the period ended
June 30, 1999, we have also audited the following financial statement
schedules. These financial statement schedules are the responsibility of
the Company's management. Our responsibility is to express an opinion on
these financial statement schedules based on our audits of the basic
financial statements. The schedules are presented for purposes of complying
with the Securities and Exchange Commission's rules and regulations and are
not a required part of the consolidated financial statements.
In our opinion, the financial statement schedules referred to above,
when considered in relation to the basic consolidated financial statements
taken as a whole, present fairly, in all material respects, the information
required to be included therein.
BAIRD, KURTZ & DOBSON
Springfield, Missouri
August 13, 1999
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED JUNE 30, 1999, 1998 AND 1997
(IN THOUSANDS)
<TABLE>
<CAPTION>
Balance at Charges to Amount Balance at
Beginning Costs and Written End of
Description of Year Expenses Off Other Year
----------- ---------- ----------- -------- ----- ----------
<S> <C> <C> <C> <C> <C>
Valuation accounts
deducted from
assets to which
they apply - for
doubtful accounts
receivable:
June 30, 1999 $844 $227 $545 $3(A) $526
$(3)(B)
June 30, 1998 $899 $342 $475 $96(A) $844
$(18)(B)
June 30, 1997 $722 $483 $369 $83(A) $899
$(20)(B)
</TABLE>
(A) Allowance for doubtful accounts receivable established with respect
to the acquisition of retail service centers.
(B) Related to accounts receivable which were sold in conjunction with
the disposition of retail service centers.
Exhibit 21.1
ALL STAR GAS CORPORATION
LISTING OF SUBSIDIARIES
All Star Gas Inc. of Arizona
All Star Gas Inc. of Arkansas
All Star Gas Inc. of California
All Star Gas Inc. of Colorado
All Star Gas Inc. of Idaho
All Star Gas Inc. of Jacksonville
All Star Gas Inc. of Arma
Empire Underground Storage Inc.
All Star Gas Inc. of Louisiana
All Star Gas Inc. of Michigan
All Star Gas Inc. of Missouri
Utility Collection Corporation
All Star Gas Field Services Inc.
All Star Airlines Inc.
All Star Gas Inc. of North Carolina
All Star Gas Inc. of Ohio
All Star Gas Of Oklahoma Inc.
All Star Gas Inc. of Oregon
All Star Gas Inc. of South Carolina
All Star Gas Inc. of Texas
All Star Gas Inc. of Washington
All Star Gas Inc. of Wyoming
All Star Gas Inc. of Indiana
All Star Gas Inc. of Nevada
All Star Acquisition Co.
All Star Development LLC
Empire Gas Corporation
All Star Gas Transports Inc. - Oregon
All Star Gas Transports Inc. - Missouri
Red Top Gas Inc.
Ellington Propane Inc.
Garstang Gas Co. Inc.
RTG, Inc
Tri County Gas Co.
Tres Hombres Incorporated
Tres Hombres Inc. (incorporated in Missouri)
Tres Hombres Inc. (incorporated in Kansas)
Tres Hombres Inc. (incorporated in Tennessee)
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-END> JUN-30-1999
<CASH> 1,291
<SECURITIES> 0
<RECEIVABLES> 4,775
<ALLOWANCES> 526
<INVENTORY> 4,773
<CURRENT-ASSETS> 12,263
<PP&E> 118,225
<DEPRECIATION> 42,459
<TOTAL-ASSETS> 105,463
<CURRENT-LIABILITIES> 22,319
<BONDS> 144,331
0
0
<COMMON> 14
<OTHER-SE> (62,315)
<TOTAL-LIABILITY-AND-EQUITY> 105,463
<SALES> 75,733
<TOTAL-REVENUES> 79,537
<CGS> 36,583
<TOTAL-COSTS> 36,583
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 227
<INTEREST-EXPENSE> 19,475
<INCOME-PRETAX> (14,824)
<INCOME-TAX> (5,197)
<INCOME-CONTINUING> (9,627)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (9,627)
<EPS-BASIC> (6.16)
<EPS-DILUTED> (6.16)
</TABLE>
