1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED FEBRUARY 28, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM to
---------- ----------
COMMISSION FILE NUMBER 1-11727
HERITAGE PROPANE PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 73-1493906
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
8801 SOUTH YALE AVENUE, SUITE 310
TULSA, OKLAHOMA 74137
(Address of principal
executive offices
and zip code)
(918) 492-7272
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
------ ------
At March 28, 1997, the registrant had units outstanding as follows:
Heritage Propane Partners, L.P. 4,285,000 Common Units
3,702,943 Subordinated Units
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FORM 10-Q
HERITAGE PROPANE PARTNERS, L.P.
TABLE OF CONTENTS
Pages
-----
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Heritage Propane Partners, L.P. and Subsidiaries
Consolidated Balance Sheets as of February 28, 1997
and August 31, 1996 1
Consolidated Statements of Operations for the three and six
months ended February 28, 1997 and February 29,1996 2
Consolidated Statements of Cash Flows for the six months
ended February 28, 1997 and February 29,1996 3
Notes to Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 5
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 9
Signatures
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FORM 10-Q
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
HERITAGE PROPANE PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT UNIT DATA)
ASSETS February August
------ 28, 1997 31, 1996
-------- --------
(unaudited)
CURRENT ASSETS:
Cash $ 2,614 $ 1,170
Accounts receivable, net 25,165 10,859
Inventories 6,493 11,115
Prepaid expenses 2,156 870
-------- --------
Total current assets 36,428 24,014
PROPERTY, PLANT AND EQUIPMENT, net 110,265 110,342
INVESTMENT IN AFFILIATES 5,234 4,882
INTANGIBLES AND OTHER ASSETS, net 47,514 48,612
-------- --------
Total assets $199,441 $187,850
======== ========
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
CURRENT LIABILITIES:
Working capital facilities $ 7,685 $ 5,600
Accounts payable 16,601 13,155
Accrued and other current liabilities 6,399 5,730
Current maturities of long-term debt 270 243
-------- --------
Total current liabilities 30,955 24,728
LONG-TERM DEBT 133,575 132,521
-------- --------
Total liabilities 164,530 157,249
-------- --------
PARTNERS' CAPITAL:
Common unit holders (4,285,000 units outstanding) 18,680 16,392
Subordinated unit holders (3,702,943 units outstanding) 15,880 13,902
General Partner 351 307
-------- --------
Total partners' capital 34,911 30,601
-------- --------
Total liabilities and partners' capital $199,441 $187,850
======== ========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
CONSOLIDATED BALANCE SHEETS.
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HERITAGE PROPANE PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT UNIT DATA)
(UNAUDITED)
Three Months Ended Six Months Ended
February 28, February 29, February 28, February 29,
1997 1996 1997 1996
----------- -------- ----------- -----------
(Predecessor) (Predecessor)
REVENUES
Retail $ 57,140 $ 44,174 $ 87,226 $ 65,929
Wholesale 22,701 18,474 38,182 28,031
Other 4,444 4,464 9,520 9,093
----------- -------- ----------- -----------
Total revenues 84,285 67,112 134,928 103,053
----------- -------- ----------- -----------
COST AND EXPENSES
Cost of products sold 54,584 42,041 89,066 63,811
Depreciation and amortization 2,706 2,215 5,317 4,596
Selling, general and administrative 1,435 878 2,645 1,922
Operating expenses 11,823 10,553 21,484 18,846
----------- -------- ----------- -----------
Total costs and expenses 70,548 55,687 118,512 89,175
----------- -------- ----------- -----------
OPERATING INCOME 13,737 11,425 16,416 13,878
----------- -------- ----------- -----------
GAIN ON DISPOSAL OF ASSETS 183 58 315 115
OTHER INCOME 252 378 402 494
EQUITY IN EARNINGS OF AFFILIATES 411 320 451 368
INTEREST EXPENSE (3,008) (3,503) (5,950) (6,779)
----------- -------- ----------- -----------
INCOME BEFORE MINORITY INTEREST 11,575 8,678 11,634 8,076
PROVISION FOR INCOME TAXES (20) (3,541) (20) (3,541)
MINORITY INTEREST (267) (220) (422) (317)
----------- -------- ----------- -----------
NET INCOME $ 11,288 $ 4,917 $ 11,192 $ 4,218
======== ===========
GENERAL PARTNER'S INTEREST IN NET INCOME 114 113
=========== ===========
LIMITED PARTNERS' INTEREST IN NET INCOME $ 11,174 $ 11,079
=========== ===========
NET INCOME PER LIMITED PARTNER UNIT $ 1.40 $ 1.39
=========== ===========
WEIGHTED AVERAGE NUMBER OF UNITS OUTSTANDING 7,987,943 7,987,943
=========== ===========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
CONSOLIDATED STATEMENTS.
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HERITAGE PROPANE PARTNERS, L.P., AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
For the Six Months Ended
February 28, February 29,
1997 1996
-------- --------
(Predecessor)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 11,192 $ 4,218
Reconciliation of net Income to net cash provided by
operating activities---
Depreciation and amortization 5,317 4,596
Provision for losses on accounts receivable 339 99
Gain on disposal of assets (315) (115)
Other -- 173
Increase in deferred income taxes -- 3,506
Undistributed earnings of affiliates (352) (374)
Changes in assets and liabilities, net of effect of acquisitions:
Accounts receivable (14,640) (15,338)
Inventories 4,622 3,722
Prepaid expenses (229) (561)
Intangibles and other assets (275) (151)
Accounts payable 3,442 7,147
Accrued and other current liabilities 667 321
-------- --------
Net cash provided by operating activities 9,768 7,243
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for acquisitions, net of cash acquired (1,489) (4,150)
Capital expenditures (4,264) (4,990)
Proceeds from asset sales 1,327 192
-------- --------
Net cash used in investing activities (4,426) (8,948)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 34,099 19,245
Principal payments on debt (31,114) (16,795)
Unit distribution to partners (6,883) --
Other -- 28
-------- --------
Net cash provided by (used in) financing activities (3,898) 2,478
-------- --------
INCREASE IN CASH 1,444 773
CASH, beginning of period 1,170 1,237
-------- --------
CASH, end of period $ 2,614 $ 2,010
======== ========
NONCASH FINANCING ACTIVITIES:
Notes payable incurred on noncompete agreements $ 182 $ 40
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for
Interest $ 6,225 $ 6,902
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED STATEMENTS.
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HERITAGE PROPANE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT UNIT DATA)
1. GENERAL:
The accompanying unaudited consolidated financial statements have been prepared
by Heritage Propane Partners, L.P. (the Partnership) and should be read in
conjunction with the Partnership's consolidated financial statements as of
August 31, 1996 and the notes thereto included in the Partnership's
consolidated financial statements included in Form 10-K as filed with the
Securities and Exchange Commission. The foregoing financial statements include
only normal recurring accruals and all adjustments which the Partnership
considers necessary for a fair presentation.
2. DETAILS TO CONSOLIDATED BALANCE SHEETS:
Inventories are valued at the lower of cost or market. The cost of fuel
inventories is determined using average cost while the cost of appliances,
parts and fittings is determined by the first-in, first-out method. Inventories
consist of the following:
FEB. 28, AUG. 31,
1997 1996
------- -------
(UNAUDITED)
Fuel $ 3,305 $ 7,735
Appliances, parts and fittings 3,188 3,380
------- -------
$ 6,493 $11,115
======= =======
3. INCOME PER LIMITED PARTNER UNIT:
Income per limited partner unit is computed by dividing net income, after
considering the General Partner's one percent interest, by the weighted average
number of Common and Subordinated Units outstanding.
4. CASH DISTRIBUTIONS:
A cash distribution of $2,820, or $.353 per Common and Subordinated unit, was
paid on October 15, 1996 to Unitholders of record on October 1, 1996 and $58
was distributed to the General Partner. A cash distribution of $3,993 or $.50
per Common and Subordinated unit, was paid on January 14, 1997 to Unitholders
of record on January 2, 1997 and $82 was distributed to the General Partner.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
ANALYSIS OF UNAUDITED HISTORICAL RESULTS OF OPERATIONS
On June 28, 1996, Heritage Propane Partners, L.P. (the Partnership)
acquired certain assets of Heritage Holdings, Inc. (the Company) and completed
an initial public offering. The following discussion reflects for the periods
indicated the results of operations and operating data for the Partnership and
its predecessor, the Company. Since February 29, 1996, the Company/Partnership
has consummated eight acquisitions which affect the comparability of prior
period financial results as they are, for the most part included in all six
months for the period ending February 28, 1997 and the three months then ended,
yet the acquisition volumes were not included in the comparable periods of the
prior year. Amounts discussed below reflect 100% of the results of operations
of M-P Oils Partnership, a general partnership in which the Partnership owns a
60% interest. Because M-P Oils Partnership is primarily engaged in lower-margin
wholesale propane distribution, its contribution to the Partnership's net
income and EBITDA is not significant.
The Partnership's results of operations are, and the Company's results
of operations were, dependent in a large part on weather conditions in their
service areas. Because a substantial portion of the Partnership's propane is
used in the heating-sensitive residential and commercial markets, the
temperatures realized in the Partnership's areas of operations, have a
significant effect on the financial performance of the Partnership. As a
result, volumes of propane sold are highest during the peak heating season of
November through March. Warmer than normal weather during this peak season will
tend to have a negative effect on the volumes of propane sold.
The retail propane business is a "margin-based" business in which
gross profits depend on the excess of sales price over propane supply costs.
The market price of propane is often subject to volatile changes as a result of
supply or other market conditions over which the Partnership will have no
control. Since rapid increases in the wholesale cost of propane, as was seen
during the current heating season, may not be immediately passed on to retail
customers, such increases could reduce the Partnership's gross profits.
Six Months Ended February 28, 1997 Compared to Six Months Ended
February 29, 1996.
Volume. During the six months ended February 28, 1997, the Partnership
sold 80.4 million retail gallons, an increase of 6.8 million retail gallons or
9.2 % from the 73.6 million retail gallons sold in the six months ended
February 29, 1996. This increase was primarily attributable both to the effect
of acquisitions and internal growth, but was offset by warmer than normal
weather in the Partnership's southeast and southwest areas of operation.
The Partnership also sold approximately 68.7 million wholesale gallons
in the six months ended February 28, 1997, a decrease of 5.0 million wholesale
gallons or 6.8% from the 73.7 million wholesale gallons in the six months ended
February 29, 1996. The decrease in wholesale volumes was all attributable to
the decreased wholesale volumes in the foreign operations of M-P Oils
Partnership.
Revenues. Total revenues increased $31.8 million or 30.8% to $134.9
million for the six months ended February 28, 1997, as compared to $103.1
million for the six month period ended February 29, 1996. Domestic revenues
increased $24.0 million or 29.5% to $105.3 million for the six months ended
February 28, 1997, as compared to $81.3 million for the six months ended
February 29, 1996. Foreign revenues increased $7.8 million or 35.8% for the six
months ended February 28, 1997, as compared to $21.8 million for the same six
month period for last year. The increase in foreign revenues was attributable
entirely to increased selling prices whereas the increased domestic revenues
were due to higher selling prices and greater volumes associated with
acquisitions and internal growth.
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Cost of Sales. Total cost of sales increased $25.3 million or 39.7% to
$89.1 million for the six months ended February 28, 1997, as compared to $63.8
million for the six months ended February 29, 1996. Domestic cost of sales
increased $17.5 million or 41.0% to $60.2 million for the six months ended
February 28, 1997, as compared to $42.7 million for the prior six month period.
Foreign cost of sales increased $7.8 million or 37.0% to $28.9 million for the
six months ended February 28, 1997, as compared to $21.1 million for the six
months ended February 29, 1996. The increases in domestic and foreign cost of
sales were primarily attributable to higher propane costs (an average of $.15
per gallon over last year) and increased retail gallons.
Gross Profit. Gross profit increased $6.7 million or 17.1% to $45.9
million for the six months ended February 28, 1997, as compared to $39.2
million for the same six month period last year. This increase was attributable
to an increase in retail volumes sold and an increase in domestic margins.
Operating Expenses. Operating expenses increased $2.7 million or 14.4%
to $21.5 million in the six months ended February 28, 1997, as compared to
$18.8 million in the six months ended February 29, 1996. The majority of this
increase was attributable to higher volumes resulting from acquisitions.
Selling, General and Administrative. Selling, general and
administrative expenses were $2.6 million for the six months ending February
28, 1997, an increase of $.7 million or 36.8% as compared to $1.9 million for
the six months ending February 29, 1996. This increase resulted from costs
associated with being a public entity as well as master limited partnership.
Depreciation and Amortization. Depreciation and amortization increased
approximately $.7 million or 15.2% to $5.3 million in the six months ended
February 28, 1997, as compared to $4.6 million for the prior period. This
increase was the result of additional depreciation and amortization associated
with acquisitions.
Operating Income. Operating income increased $2.5 million or 18.0% to
$16.4 million for the six months ending February 28, 1997, as compared to $13.9
million for the six months ended February 29, 1996. This increase was primarily
due to greater volumes related to acquisitions and internal growth partially
offset by the associated increases in operating expenses.
Net Income. Net income increased $7.0 million or 166.7% to $11.2
million for the six months ending February 28, 1997, as compared to $4.2
million for the six months ended February 29, 1996. This increase is the result
of higher operating income and lower interest expense in the six months ending
February 28, 1997, and the elimination of an income tax provision in 1997 as a
result of converting to a partnership form versus the $3.5 million income tax
provision that the Company recorded for the six months ended February 29, 1996.
EBITDA. EBITDA increased $3.6 million or 18.9% to $22.6 million in the
six months ended February 28, 1997, as compared to $19.0 million for the prior
period. This increase was due to increased domestic margins and volumes related
to acquisitions and internal growth partially offset by the related increase in
operating expenses.
Three Months Ended February 28, 1997 Compared to Three Months Ended
February 29, 1996.
Volume. During the three months ended February 28, 1997, the
Partnership sold 48.9 million retail gallons, an increase of 1.4 million retail
gallons or 2.9% from the 47.5 million retail gallons sold in the three months
ended February 29, 1996. This increase was primarily attributable to the effect
of acquisitions offset by a decrease due to warmer weather in the Partnership's
areas of operations during the three months ended February 28, 1997 as compared
to the same period of the prior year.
The Partnership also sold approximately 38.7 million wholesale gallons
in the three months ended February 28, 1997, a decrease of 7.2 million
wholesale gallons or 15.7% from the 45.9 million
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wholesale gallons in the three months ended February 29, 1996. The decrease in
wholesale volumes was mainly attributable to the decreased wholesale volumes in
the foreign operations of M-P Oils Partnership.
Revenues. Total revenues increased $17.2 million or 25.6% to $84.3
million for the three months ended February 28, 1997, as compared to $67.1
million for the same three month period last year. Domestic revenues increased
$13.6 million or 25.3% to $67.3 million for the three months ended February 28,
1997, as compared to $53.7 million for the three months ended February 29,
1996. Foreign revenues increased $3.6 million or 26.9% for the three months
ended February 28, 1997, as compared to $13.4 million for the prior period. The
increase in foreign revenues was attributable entirely to increased selling
prices whereas the increased domestic revenues resulted from higher selling
prices and greater volumes associated with acquisitions.
Cost of Sales. Total cost of sales increased $12.6 million or 30.0% to
$54.6 million for the three months ended February 28, 1997, as compared to
$42.0 million for the three months ended February 29, 1996. Domestic cost of
sales increased $8.9 million or 30.7% to $37.9 million for the three months
ended February 28, 1997, as compared to $29.0 million for the comparable three
month period last year. Foreign cost of sales increased $3.7 million or 28.5%
to $16.7 million for the three months ended February 28, 1997, as compared to
$13.0 million for the prior period. The increases in domestic and foreign cost
of sales were primarily attributable to higher propane costs and increased
retail volumes
Gross Profit. Gross profit increased $4.6 million or 18.3% to $29.7
million for the three months ended February 28, 1997, as compared to $25.1
million for the same three month period last year. This increase was
attributable to an increase in retail volumes sold and an increase in domestic
margins.
Operating Expenses. Operating expenses increased $1.2 million or 11.3%
to $11.8 million in the three months ended February 28, 1997, as compared to
$10.6 million in the three months ended February 29, 1996. This increase was
attributable to higher own use vehicle fuel costs associated with higher
propane prices and volumes resulting from acquisitions.
Selling, General and Administrative. Selling, general and
administrative expenses were $1.4 million for the three months ending February
28, 1997, an increase of $.5 million or 55.6% as compared to $.9 million for
the three months ending February 29, 1996. This increase resulted from costs
associated with being a public entity as well as a master limited partnership.
Depreciation and Amortization. Depreciation and amortization increased
approximately $.5 million or 22.7% to $2.7 million in the three months ended
February 28, 1997, as compared to $2.2 million for the same three month period
last year. This increase was the result of additional depreciation and
amortization associated with acquisitions.
Operating Income. Operating income increased $2.3 million or 20.2% to
$13.7 million for the three months ending February 28, 1997, as compared to
$11.4 million for the three months ended February 29, 1996. This increase was
primarily due to greater volumes related to acquisitions and higher margins
partially offset by the associated increases in operating expenses and the
impact of warmer weather.
Net Income. Net income increased $6.4 million or 130.6% to $11.3
million for the three months ending February 28, 1997, as compared to $4.9
million for the three months ended February 29, 1996. This increase is the
result of higher operating income and lower interest expense in the three
months ending February 28, 1997, and the elimination of an income tax provision
in 1997 as a result of converting to a partnership form versus the $3.5 million
income tax provision that the Company recorded for the three months ending
February 29, 1996.
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EBITDA. EBITDA increased $2.8 million or 19.6% to $17.1 million in
the three months ended February 28, 1997, as compared to $14.3 million for the
prior year three month period. This increase was due to increased volumes
related to acquisitions and internal growth partially offset by the related
increase in operating expenses.
LIQUIDITY AND CAPITAL RESOURCES
Cash Flows
Cash provided by operating activities during the six months ended
February 28, 1997, was $9.8 million compared to $7.2 million during the six
months ended February 29, 1996. The cash flows from operations during the six
months ended February 28, 1997, consisted primarily of net income of $11.2
million, noncash charges of $5.3 million, principally depreciation and
amortization, and a decrease in inventories of $4.6 million. These increases to
the cash flow from operations were offset by an increase in accounts
receivable, which is typical for the Partnership during the heating season.
Cash used in investing activities during the six months ended February
28, 1997 included capital expenditures for acquisitions amounting to $1.5
million plus $4.3 million spent for maintenance needed to sustain operations at
current levels, new customer tanks to support growth of operations and other
miscellaneous capitalized items. These amounts were partially offset by the
proceeds from asset sales of $1.3 million.
Cash used by financing activities during the six months ended February
28, 1997 of $3.9 million reflects cash distributions to unit holders of $6.9
million offset by net working capital borrowings of $3.0 million for operating
purposes under the credit facilities available to the Partnership.
Financing and Sources of Liquidity
The Partnership has a Bank Credit Facility, which includes a Working
Capital Facility, a revolving credit facility providing for up to $15.0 million
of borrowings to be used for working capital and other general partnership
purposes, and an Acquisition Facility, a revolving credit facility providing
for up to $25.0 million of borrowings to be used for acquisitions and
improvements.
The Partnership uses almost all of its cash provided by operating and
financing activities to fund acquisition, maintenance and growth capital
expenditures. Acquisition capital expenditures, which include expenditures
related to the acquisition of retail propane operations and intangibles
associated with such acquired businesses, were $1.5 million for the six months
ended February 28, 1997, as compared to $4.2 million during the six months
ended February 29, 1996.
The assets utilized in the propane business do not typically require
lengthy manufacturing process time nor complicated, high technology components.
Accordingly, the Partnership does not have any significant financial
commitments for capital expenditures. In addition, the Partnership has not
experienced any significant increases attributable to inflation in the cost of
these assets.
The ability of the Partnership to satisfy its obligations will depend
on its future performance, which will be subject to prevailing economic,
financial, business and weather conditions and other factors, many of which are
beyond its control. Future capital needs of the Partnership are expected to be
provided by future operations, existing cash balances and the Working Capital
Facility. The Partnership may incur additional indebtedness or issue additional
Units to fund possible future acquisitions.
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FORM 10-Q
PART II -- OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS OF FORM 8-K
(a) The following exhibits are filed as part of this Report. Exhibits
required by Item 601 of Regulation S-K, but which are not listed
below, are not applicable.
Exhibit
Number Description
------- -----------
10.1.2 Amendment of Bank Credit Facility dated as of
February 28, 1997
10.2.1 Amendment of Note Purchase Agreement dated as of
March 11, 1997
10.6.1 Amendment of Restricted Unit Plan dated as of
October 17, 1996
27.1 Financial Data Schedule - Filed with EDGAR version only
(b) No reports on Form 8-K have been filed by the registrant for the
quarter for which this report is filed.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HERITAGE PROPANE PARTNERS, L.P.
By: Heritage Holdings, Inc.,
General Partner
Date: April 7, 1997 By: /s/ H. Michael Krimbill
-------------------------
H. Michael Krimbill
(Chief Accounting Officer and
officer duly authorized to sign
on behalf of the registrant)
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INDEX TO EXHIBITS
Exhibit
Number Description
- ------- -----------
10.1.2 Amendment of Bank Credit Facility dated as of February 28, 1997
10.2.1 Amendment of Note Purchase Agreement dated as of March 11, 1997
10.6.1 Amendment of Restricted Unit Plan dated as of October 17, 1996
27.1 Financial Data Schedule - Filed with EDGAR version only
1
EXHIBIT 10.1.2
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of February 28,
1997 is entered into between and among HERITAGE OPERATING, L.P., a Delaware
limited partnership (the "borrower") and THE FIRST NATIONAL BANK OF BOSTON
("Bank of Boston") and BANK OF OKLAHOMA, NATIONAL ASSOCIATION ("BOk") (Bank of
Boston and BOk, together with each other Person that becomes a Bank pursuant to
Section 11 of the Credit Agreement (hereinafter defined) collectively referred
to herein as the "Banks"), Bank of Boston, as administrative and structuring
agent for the Banks (in such capacity, the "Administrative Agent") and BOk, as
documentation agent for the Banks (in such capacity, the "Documentation
Agent").
WHEREAS, the Borrower, the Banks, the Administrative Agent and the
Documentation Agent entered into that certain Credit Agreement dated as of June
25, 1996, as amended by that certain First Amendment to Credit Agreement dated
as of July 25, 1996 (but effective for all purposes as of June 28, 1996) (as
amended and modified, collectively the "Credit Agreement"); and
WHEREAS, the Borrower has requested the Banks, the Administrative
Agent and the Documentation Agent to amend and modify the provisions of Section
7B,2(iii) of the Credit Agreement for the purpose of permitting up to
$3,000,000.00 of Indebtedness owing from time to time to Seller(s) in Asset
Acquisition(s) as described and defined in the Credit Agreement; and
WHEREAS, the Banks, the Administrative Agent and the Documentation
Agent are willing to make such requested amendment and modification of the
Credit Agreement.
1. Clause (iii) of Section 7B.2 of the Credit Agreement is
hereby amended and modified to read in its entirety as follows:
"(iii) the Borrower may become and remain liable with respect
to Indebtedness incurred by the Borrower under the
Acquisition Facility and any Indebtedness incurred for such
purpose which replaces, extends, renews, refunds or
refinances all of such Indebtedness (in the case of a
replacement refunding or refinancing, so long as the Working
Capital Facility also is replaced, refunded or refinanced in
whole) and up to $3,000,000 of Indebtedness owing from time
to time to the Seller(s) in Asset Acquisition(s); provided
that the aggregate principal amount of Indebtedness permitted
under this clause (iii) shall not at any time exceed the
lesser of $35,000,000 or the sum of the outstanding balance
of such Seller(s) Asset Acquisition(s) debt referenced above
(in no event in excess of $3,000,000) plus the aggregate
Acquisition Loan Commitments described in Section 10.1, as
amended from time to time;"
2. All of the remaining terms, provisions and conditions of the Credit
Agreement, except as otherwise expressly amended and modified by this Second
Amendment, shall continue in full force and effect in all respects. This Second
amendment may be executed in multiple counterparts, each of which shall be
deemed an original and all of which constitute a single Second Amendment.
3. The effectiveness of paragraph 1 of this Second Amendment is
conditioned on the consummation of an identical amendment to Section 6B(iii) of
the Note Purchase Agreement executed by the requisite percentage (Required
Holders) of Note Purchasers as required thereby.
2
IN WITNESS WHEREOF, the parties hereto have executed this Second
Amendment to Credit Agreement to be duly executed and delivered in Tulsa,
Oklahoma, effective as of the date first above stated.
"Borrower"
HERITAGE OPERATING, L.P., a Delaware
limited partnership
By: Heritage Holdings, Inc.,
a Delaware corporation,
general partner
By: /s/ H. Michael Krimbill
-----------------------------------
H. Michael Krimbill
Chief Financial Officer
"Banks"
FIRST NATIONAL BANK OF BOSTON
By: /s/ Timothy J. Norton
-----------------------------------
Timothy J. Norton, Vice President
BANK OF OKLAHOMA, NATIONAL
ASSOCIATION
By: /s/ Denise L. Maltby
-----------------------------------
Denise L. Maltby, Vice President
"Administrative Agent"
THE FIRST NATIONAL BANK OF BOSTON
By: /s/ Timothy J. Norton
-----------------------------------
Timothy J. Norton, Vice President
"Documentation Agent"
BANK OF OKLAHOMA, NATIONAL
ASSOCIATION
By: /s/ Denise L. Maltby
-----------------------------------
Denise L. Maltby, Vice President
1
EXHIBIT 10.2.1
HERITAGE HOLDINGS, INC.
HERITAGE OPERATING, L.P.
8801 S. Yale Ave., Suite 500
Tulsa, Oklahoma 74137
(918) 492-7272
March 11, 1997
To: Each of the Purchasers named in the
Purchaser Schedule Attached Hereto
Ladies and Gentlemen:
Reference is made to the Note Purchase Agreement dated as of June 25,
1996 (the "Agreement") among Heritage Holdings, Inc., Heritage Operating, L.P.,
and the Purchasers named in the Purchaser Schedule attached thereto. Terms used
herein that are not otherwise defined shall have the meanings set forth in the
Agreement.
The Operating Partnership and Heritage request that the Purchasers
amend the Agreement to allow a portion of the amount set aside for the
Acquisition Facility to be substituted by up to $3,000,000 of Seller carried
Indebtedness for the financing of Asset Acquisition(s) from time to time by
amending Section 6B ("Indebtedness").
Accordingly, the Operating Partnership and Heritage agree with the
Purchasers as follows:
Section 6B(iii) of the Agreement is hereby amended, effective as of
March 3, 1997, to read in its entirety as follows, as if at all times
on and after such date so written (the language added hereby being
indicated by double underscoring):
(iii) the Company may become and remain liable with respect to
Indebtedness incurred by the Company under the Acquisition
Facility and any Indebtedness incurred for such permitted
purpose which replaces, extends, renews, refunds or refinances
any such Indebtedness, in whole or in part; and up to
$3,000,000 of Indebtedness owing from time to time to the
Seller(s) in Asset Acquisition(s), provided that the aggregate
principal amount of Indebtedness permitted under this clause
(iii) shall not any time exceed $35,000,000;
Except as otherwise expressly provided herein, the agreement shall be
in full force and effect and applicable in all respects to this letter.
If you are in agreement with the foregoing, please sign the form of
acceptance on the enclosed counterparts of this letter and return the same to
the Company, and upon receipt by the Company of the same from the Requisite
Holders, this letter shall become a binding agreement among the Company and the
Purchasers.
2
Very truly yours,
HERITAGE HOLDINGS, INC.
By: /s/ H. Michael Krimbill
----------------------------
H. Michael Krimbill
Vice President and Chief
Financial Officer
HERITAGE OPERATING, L.P.
By Heritage Holdings, Inc.,
General Partner
By: /s/ H. Michael Krimbill
----------------------------
H. Michael Krimbill
Vice President and Chief
Financial Officer
3
PURCHASERS SCHEDULE
Purchaser / Holder Amount
- ----------------------- ------
John Hancock Mutual Life Insurance Company $13,000,000
John Hancock Mutual Life Insurance Company 8,000,000
John Hancock Variable Life Insurance Company 1,000,000
Mellon Bank, N.A., as Trustee for AT&T Master Pension 3,000,000
Trust (Nominee: Mellon Bank, N.A., Trustee under Master
Trust Agreement of AT&T Corporation dated 1/1/84 for
Employee Pension Plans - AT&T - John Hancock -
Private Placement)
Massachusetts Mutual Life Insurance Company 15,000,000
Principal Mutual Life Insurance Company 15,000,000
New York Life Insurance Company 12,500,000
Teachers Insurance and Annuity Association 12,500,000
of America
Keyport Life Insurance Company c/o Stein Roe & Farnham 10,000,000
Incorporated
Mony Life Insurance Company of America 3,500,000
The Mutual Life Insurance Company of New York 4,000,000
Pacific Mutual Life Insurance Company 5,500,000
The Lutheran Church-Missouri Synod Foundation 5,000,000
Phoenix Home Life Mutual Insurance Company 5,000,000
General American Life Insurance Company 4,000,000
Wisconsin National Life Insurance Company 3,000,000
4
The foregoing letter is hereby accepted as of the date
first above written.
GENERAL AMERICAN LIFE INSURANCE
COMPANY
By: Conning Asset Management
By: /s/ Douglas R. Koester
-------------------------------------
Name: Douglas R. Koester
Title: Senior Vice President
JOHN HANCOCK VARIABLE LIFE INSURANCE
COMPANY
By: /s/ Stephen A. MacLean
-------------------------------------
Name: Stephen A. MacLean
Title: Vice President - Investments
JOHN HANCOCK MUTUAL LIFE INSURANCE
COMPANY
By: /s/ Eugene X. Hodge, Jr.
-------------------------------------
Name: Eugene X. Hodge, Jr.
Title: Investment Officer
MASSACHUSETTS MUTUAL LIFE INSURANCE
COMPANY
By: /s/ Richard C. Morrison
-------------------------------------
Name: Richard C. Morrison
Title: Managing Director
Mellon Bank, N.A., solely in its capacity
as Trustee for The Long Term Investment
Trust, (as directed by John Hancock Mutual
Life Insurance Company), and not in its
individual capacity The decision to participate in the
investment, any representations
made herein by the participant, and
By: /s/ Douglas Duerr any actions taken hereunder by the
------------------------------- participant has/have been made
Name: Douglas Duerr solely at the direction of the
Title: Vice President investment fiduciary who has sole
investment discretion with respect
to this investment.
NEW YORK LIFE INSURANCE COMPANY
By: /s/ David L. Bangs
-------------------------------------
Name: David L. Bangs
Title: Investment Vice President
5
PACIFIC MUTUAL LIFE INSURANCE COMPANY
By: /s/ Raymond J. Lee
-------------------------------------
Name: Raymond J. Lee
Title: Sr. Vice President
By: /s/ Peter S. Fiek
-------------------------------------
Name: Peter S. Fiek
Title: Assistant Secretary
PHOENIX HOME LIFE MUTUAL INSURANCE
COMPANY
By: /s/ Paul M. Chute
-------------------------------------
Name: Paul M. Chute
Title: Managing Director
PRINCIPAL MUTUAL LIFE INSURANCE
COMPANY
By: /s/ Dennis D. Ballard
-------------------------------------
Name: Dennis D. Ballard
Title: Counsel
By: /s/ Christopher J. Henderson
-------------------------------------
Name: Christopher J. Henderson
Title: Counsel
TEACHERS INSURANCE AND ANNUITY ASSOCIATION
OF AMERICA
By: /s/ John Litchfield
-------------------------------------
Name: John Litchfield
Title: Director-Private Placements
WISCONSIN NATIONAL LIFE INSURANCE
COMPANY
By: /s/ Richard J. Bielen
-------------------------------------
Name: Richard J. Bielen
Title: Sr. Vice President
1
EXHIBIT 10.6.1
HERITAGE PROPANE PARTNERS, L.P.
RESTRICTED UNIT PLAN
Heritage Holdings, Inc., a Delaware corporation (the "Company"), as
General Partner of Heritage Propane Partners, L.P. (the "Partnership"), hereby
establishes the Heritage Propane Partners, L.P. Restricted Unit Plan (the
"Plan") effective as of the effective date of the initial public offering of
Units of the Partnership.
1. Purpose. The purpose of the Plan is to promote the interests of the
Company and the Partnership by encouraging key employees of the Company, its
Subsidiaries and Affiliates, and the Directors of the Company to acquire or
increase their ownership of Units and to provide a means whereby such
individuals may develop a sense of proprietorship and personal involvement in
the development and financial success of the Partnership, and to encourage them
to devote their best efforts to the business of the Partnership, thereby
advancing the interests of the Partnership and the Company.
2. Definitions. As used in this Plan:
(a) "Affiliate" means any person that directly or indirectly controls,
is controlled by, or is under common control with the person in question. As
used in this definition, the term "control" means the possession, directly or
indirectly, of the power to direct or cause a direction of the management and
policies of a person whether through ownership of voting securities, by
contract or otherwise. When used with reference to any individual, the term
"Affiliate" shall also mean any person that is a relative (within the second
degree consanguinity) or spouse of such individual or is a guardian of such
individual or such spouse or is a trust or estate in which such individual owns
a 5% or greater beneficial interest or of which such individual serves as
trustee, executor or in any similar capacity.
(b) "Board" means the Board of Directors of the Company.
(c) "Change in Control" means:
1. (i) the date on which James E. Bertelsmeyer and his
Affiliates (collectively, the "Bertelsmeyer Group") and the Management
Group cease to own (directly or indirectly) more than 10% of either
the outstanding shares of common stock or the total combined voting
power of all classes of stock of the Company (or its successor) (the
"Voting Power"), or (ii) the approval by the stockholders of the
Company of a reorganization, sale, merger, or consolidation where
immediately thereafter the Bertelsmeyer Group and the Management Group
do not own more than 10% of the Voting Power of the Company (or its
successor);
2. the sale of all or substantially all of the assets of the
Company or the Partnership (other than to the Bertelsmeyer Group
and/or the Management Group);
3. a liquidation or dissolution of the Company or the
Partnership; and
4. the date the Company (or a Subsidiary) ceases to be the
general partner of the Partnership.
(d) "Committee" means the committee appointed to administer the
Plan pursuant to Paragraph 10.
2
(e) "Date of Grant" means (i) with respect to a grant of Phantom Units
to an Employee, the date specified by the Committee on which such grant is
effective and (ii) with respect to a grant of Phantom Units to a Director, the
automatic date of grant as provided in Paragraph 5.
(f) "Director" means a director of the Company who is not also an
employee of the Company, a Subsidiary or the Partnership.
(g) "Employee" means any individual who is an employee of the Company,
a Subsidiary or the Partnership or an Affiliate of any such entity.
(h) "Management Group" means, as of any date, the executives and
management employees of the Company and its Subsidiaries, but disregarding any
such person who has not been an employee of the Company or its Subsidiaries for
the entire one-year period preceding the applicable date.
(i) "Participant" means an Employee who is selected by the Committee
to receive a grant of Phantom Units and shall also include a Director who has
received an automatic grant of Phantom Units pursuant to Paragraph 5.
(j) "Partnership" means Heritage Propane Partners L.P.
(k) "Phantom Units" means a notional Unit granted under the Plan,
which upon vesting entitles the Participant to receive a Unit.
(l) "Units" means a limited partnership interest in the Partnership
represented by Common Units as set forth in the Partnership Agreement and
described in the Registration Statement for the securities of the Partnership.
(m) "Rule 16b-3" means Rule 16b-3 of the Securities and Exchange
Commission (or any successor rule to the same effect) as in effect from time to
time.
(n) "Subsidiary" means any entity in which, at the relevant time the
Company or Partnership owns or controls, directly or indirectly, not less than
50% of the total combined voting power represented by all classes of equity
interests issued by such entity.
3. Units Available Under Plan. Subject to adjustments as provided in
Paragraph 7, the maximum number of Phantom Units that may be granted under this
Plan is 146,000; provided, however, any Phantom Units that are forfeited or
which expire for any reason will again be available for grant under this Plan.
Units to be delivered upon the vesting of Phantom
3
Units granted under the Plan may be Units acquired by the Company in the open
market, Units already owned by the Company, Units acquired by the Company
directly from the Partnership, or any other person, or any combination of the
foregoing.
4. Employee Grants. The Committee, in its discretion, may from time to
time grant Phantom Units to any Employee upon such terms and conditions as it
may determine in accordance with the following general guidelines:
(a) Each grant will specify the number of Phantom Units to which it
pertains.
(b) Each grant will specify the terms and conditions for the
Participant to become vested in such Phantom Units. Unless earlier terminated,
the rights to acquire the Phantom Units will vest (i) upon, and in the same
proportions as, the conversion of the Partnership's Subordinated Units to Units
or (ii) if later, the third anniversary of their Date of Grant. Grants made
after the conversion of all of the Partnership's Subordinated Units to Units
shall vest on such terms as the Committee may establish, which may include the
achievement of performance objectives.
(c) Each grant's vesting to an Employee may be terminated or revoked
as to any Employee who voluntarily terminates employment or who enters into
competition with the Company or the Partnership after termination of
employment.
(d) Each grant will be evidenced by a written notification executed on
behalf of the Company by the Chief Executive Officer or the Chairman of the
Compensation Committee of the Board and delivered to and accepted by the
Participant and shall contain such terms and provisions, consistent with this
Plan, as the Committee may approve with respect to such grant, including
provisions relating to the earlier vesting of the Phantom Units upon a Change
in Control.
(e) Notwithstanding any of the foregoing, Phantom Units shall become
fully vested upon any Change of Control.
5. Director Grants. (a) In order that the Committee not exercise any
discretion with respect to a Director's grant, each Director who is elected or
appointed to the Board for the first time after the Plan's effective date shall
automatically receive, on the date of his or her election or appointment, a
grant of 2,000 Phantom Units.
(b) Commencing on September 1, 1996, and on each September 1
thereafter that this Plan is in effect, each Director who is in office on such
September 1 shall automatically receive a grant of 500 Phantom Units.
(c) Each grant of Phantom Units to a Director will vest upon, and in
the same proportions as, (i) the conversion of the Partnership's Subordinated
Units into Units or (ii) if later, the third anniversary of their Date of
Grant; provided, however, notwithstanding the foregoing, a Director's Phantom
Units shall become fully vested upon a Change in Control.
(d) In the event that the number of Phantom Units available for grants
under this Plan is insufficient to make all automatic grants provided for in
this Paragraph 5 on the applicable date, all Directors who are entitled to
receive a grant on such date shall share ratably in the number of Phantom Units
then available for grant under this Plan and thereafter shall have no right to
receive any additional grants under this Paragraph 5.
(e) Grants made pursuant to this Paragraph 5 shall be subject to all
of the terms and conditions of this Plan; however, if there is a conflict
between the terms and conditions of this Paragraph 5 and the terms and
conditions of any other Paragraph, then the terms and conditions of this
Paragraph 5 shall control. The Committee may not exercise any discretion with
respect to this Paragraph 5 which would be inconsistent with the intent that
this Plan meet the requirements of Rule 16b-3.
4
6. Transferability. No Phantom Units granted under this Plan shall be
transferable by a Participant other than by will or the laws of descent and
distribution.
7. Adjustments. In the event that (i) any change is made to the Units
deliverable under the Plan or (ii) the Partnership makes any distribution of
cash, Units or other property to unitholders which results from the sale or
disposition of a major asset or separate operating division of the Partnership
or any other extraordinary event and, in the judgment of the Committee, such
change or distribution would significantly dilute the value of the Phantom
Units to the Participants hereunder, then the Committee may make appropriate
adjustments in the maximum number of Phantom Units deliverable under the Plan
and may make appropriate adjustments to each outstanding Phantom Unit. The
adjustments determined by the Committee shall be final, binding and conclusive.
8. No Fractional Units. The Company will not be required to deliver
any fractional Units pursuant to this Plan. The Committee, in its discretion,
may provide for the elimination of fractions or for the settlement of fractions
in cash.
9. Withholding of Taxes. To the extent that the Company is required to
withhold federal, state, local or foreign taxes in connection with any grant or
payment made to a Participant or any other person under this Plan, or is
requested by a Participant to withhold additional amounts with respect to such
taxes, it will be a condition to the receipt of such payment that the
Participant or such other person make arrangements satisfactory to the Company
for the payment of balance of the such taxes required or requested to be
withheld, which arrangements in the discretion the Committee may include the
relinquishment of a portion of each person's vested Phantom Units.
10. Rule 16b-3. It is intended that the Plan and any Phantom Unit
grant to a person subject to Section 16 of the Securities and Exchange Act of
1934 meet all of the requirements of Rule 16b-3. If any provision of the Plan
or any such grant would disqualify the Plan or such grant under, or would
otherwise not comply with, Rule 16b-3, such provision or grant shall be
construed or deemed amended to conform to Rule 16b-3.
11. Investment Representation. Unless the Units subject to the Phantom
Units granted under the Plan have been registered under the Securities Act of
1933, as amended (the "1933 Act"), and (and, in the case of any Participant who
may be deemed an affiliate (for securities law purposes) of the Company or
Partnership, such Units have been registered under the 1933 Act for resale by
such Participant, (or the Partnership has determined that an exemption from
registration is available), the Company may require prior to and as a condition
of the delivery of any Units that the person vesting under a Phantom Unit
hereunder furnish the Company with a written representation in a form
prescribed by the Committee to the effect that such person is acquiring said
Units solely with a view to investment for his or her own account and not with
a view to the resale or distribution of all or any part thereof, and that such
person will not dispose of any of such Units otherwise than in accordance with
the provisions of Rule 144 under the 1933 Act unless and until either the Units
are registered under the 1933 Act or the Company is satisfied that an exemption
from such registration is available. The Company will use its best efforts to
file a registration statement for the Units awarded under the Plan.
12. Compliance with Securities Laws. Notwithstanding anything herein
or in any other agreement to the contrary, the Partnership shall not be
obligated to sell or issue any Units to the Company under the Plan unless and
until the Partnership is satisfied that such sale or issuance complies with (i)
all applicable requirements of the securities exchange on which the Units are
traded (or the governing body of the principal market in which such Units are
traded, if such Units are not then listed on an exchange), (ii) all applicable
provisions of the 1933 Act, and (iii) all other laws or regulations by which
the Partnership is bound or to which the Partnership is subject. The Company
acknowledges that, as the general partner of the Partnership, it is an
affiliate of the Partnership under securities laws and it shall comply with
such laws and obligations of the Partnership relating thereto as if they were
directly applicable to the Company.
5
13. Administration of the Plan. (a) This Plan will be administered by
a Committee, which at all times will consist entirely of not less than three
directors appointed by the Board, each of whom will be a "disinterested person"
within the meaning of Rule 16b-3. A majority of the Committee will constitute a
quorum, and the action of the members the Committee present at any meeting at
which a quorum is present, or acts unanimously approved in writing, will be the
acts of the Committee.
(b) Subject to the terms of the Plan and applicable law, the Committee
shall have the sole power, authority and discretion to: (i) designate the
Employees who are to be participants; (ii) determine the number of Phantom
Units to be granted to an Employee; (iii) determine the terms and conditions of
any grant of Phantom Units to an Employee; (iv) interpret, construe and
administer the Plan and any instrument or agreement relating to Phantom Units
granted under the Plan; (v) establish, amend, suspend, or waive such rules and
regulations and appoint such agents as it shall deem appropriate for the proper
administration of the Plan; (vi) make a determination as to the right of any
person to receive payment of (or with respect to) Phantom Units; and (vii) make
any other determinations and take any other actions that the Committee deems
necessary or desirable for the administration of the Plan.
(c) The Committee may correct any defect, supply any omission, or
reconcile any inconsistency in the Plan or any Phantom Unit grant in the manner
and to the extent it shall deem desirable in the establishment or
administration of the Plan.
14. Amendments, Termination, Etc. (a) This Plan may be amended from
time to time by the Board; provided, however, during the Subordination Period
(the time prior to conversion of the Partnership's Subordinated Units into
Units), no amendment will be made without the approval of a majority of the
Unitholders that would (i) increase the total number of Units available for
grants under the Plan; (ii) change the class of individuals eligible to receive
grants; (iii) extend the maximum period during which Phantom Units may be
granted under the Plan; (iv) materially increase the cost of the Plan to the
Partnership; or (v) result in this Plan no longer satisfying the requirements
of Rule 16b-3. Further, the provisions of Paragraph 5 may not be amended more
than once every six months other than to comport with changes in the Internal
Revenue Code, the Employee Retirement Income Security Act of 174, as amended,
or the rule thereunder.
(b) This Plan will not confer upon any Participant any right with
respect to continuance of employment or other service with the Company, any
Subsidiary or Affiliate or the Partnership, nor will it interfere in any way
with any right to Company, Subsidiary, any Affiliate or the Partnership would
otherwise have to terminate such Participant's employment or other service at
any time.
(c) No grants may be made under the Plan following the 10th
anniversary of its effective date; however, the Board in its discretion may
terminate the Plan at any earlier time with respect to any Units for which a
grant has not theretofore been made.
15. Governing Law. The validity, construction and effect of the Plan
and any rules and regulations relating to the Plan shall be determined in
accordance with applicable Federal law, and to the extent not preempted
thereby, with the laws of the State of Delaware.
16. Replacement. This Plan is a restatement and replacement of the
Heritage Holdings, Inc. Restricted Unit Plan which is hereby replaced in its
entirety as approved on the 17th day of October, 1996, but effective as of the
date specified in the initial paragraph of this Plan.
5
1,000
6-MOS 3-MOS
AUG-31-1997 AUG-31-1997
SEP-01-1996 DEC-01-1996
FEB-28-1997 FEB-28-1997
2,614 2,614
0 0
25,480 25,480
315 315
6,493 6,493
36,428 36,428
134,011 134,011
23,746 23,746
199,441 199,441
30,955 30,955
133,575 133,575
0 0
0 0
0 0
0 0
199,441 199,441
134,928 84,285
134,928 84,285
89,066 54,584
118,512 70,548
(796) (579)
0 0
(5,950) 3,008
11,634 11,575
20 20
11,192 11,288
0 0
0 0
0 0
11,192 11,288
1.39 1.40
0 0
