<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
x Quarterly report pursuant to Section 13 or 15(d) of the Securities
- - ------- Exchange Act of 1934
For the quarterly period ended September 30, 1994 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 1-9356
BUCKEYE PARTNERS, L.P.
----------------------
(Exact name of registrant as specified in its charter)
Delaware 23-2432497
- - ------------------------------- --------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
3900 Hamilton Boulevard
Allentown, PA 18103
- - ------------------------------- --------------------
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: 610-820-8300
--------------------
Not Applicable
- - -------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report).
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes x No
------- -------
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class Outstanding at October 13, 1994
- - ------------------------- -------------------------------
Limited Partnership Units 12,016,060 Units
<PAGE>
BUCKEYE PARTNERS, L. P.
INDEX
<TABLE>
<CAPTION>
Page No.
--------
Part I. Financial Information
- - ------------------------------
<S> <C>
Item 1. Consolidated Financial Statements
Consolidated Statements of Income 1
for the three months and nine months
ended September 30, 1994 and 1993
Consolidated Balance Sheets 2
September 30, 1994 and December 31, 1993
Consolidated Statements of Cash Flows 3
for the nine months ended September 30, 1994
and 1993
Notes to Financial Statements 4-6
Item 2. Management's Discussion and Analysis 7-9
of Financial Condition and Results
of Operations
Part II. Other Information
- - ---------------------------
Item 1. Legal Proceedings 10
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 10
</TABLE>
1
<PAGE>
Part I - Financial Information
Item 1. Consolidated Financial Statements
- - ---------------------------------------------
Buckeye Partners, L.P.
Consolidated Statements of Income
(In thousands, except per Unit amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
- - ---------------------- ---------------------
1994 1993 1994 1993
---- ---- ---- ----
<C> <C> <S> <C> <C>
$46,574 $44,394 Revenue $138,307 $127,975
- - ------ ------ ------- -------
Costs and expenses
22,417 21,531 Operating expenses 67,162 62,891
2,799 2,745 Depreciation and amortization 8,420 8,251
2,592 2,491 General and administrative expenses 7,704 7,699
------ ------ ------- -------
27,808 26,767 Total costs and expenses 83,286 78,841
------ ------ ------- -------
18,766 17,627 Operating income 55,021 49,134
------ ------ ------- -------
Other income (expense)
417 224 Interest income 954 630
(6,162) (6,431) Interest and debt expense (18,746) (19,318)
(315) (230) Minority interest and other (726) (153)
------ ------ ------- -------
(6,060) (6,437) Total other income (expense) (18,518) (18,841)
------ ------ ------- -------
Income from continuing operations
12,706 11,190 before extraordinary charge 36,503 30,293
- - Loss from discontinued operations - (127)
Extraordinary charge on early
- - extinguishment of debt (1,569) -
------ ------ ------- -------
$12,706 $11,190 Net income $ 34,934 $ 30,166
====== ====== ======= =======
Net income allocated to General
$ 127 $ 112 Partner $ 349 $ 301
Net income allocated to Limited
$12,579 $11,078 Partners $ 34,585 $ 29,865
Income allocated to General and
Limited Partners per Partnership Unit:
Income from continuing operations
$ 1.05 $ 0.92 before extraordinary charge $ 3.01 $ 2.50
- - Loss from discontinued operations - (0.01)
Extraordinary charge on early
- - extinguishment of debt (0.13) -
------ ------ ------- -------
$ 1.05 $ 0.92 Net income $ 2.88 $ 2.49
====== ====== ======= =======
</TABLE>
See notes to consolidated financial statements.
1
<PAGE>
Buckeye Partners, L.P.
Consolidated Balance Sheets
(In thousands)
<TABLE>
<CAPTION>
September 30, December 31,
1994 1993
------------- ------------
(Unaudited)
<S> <C> <C>
Assets
Current assets
Cash and cash equivalents $ 15,814 $ 22,748
Temporary investments 9,550 250
Trade receivables 13,940 15,341
Inventories 1,228 1,174
Prepaids and other current assets 5,190 4,445
------- -------
Total current assets 45,722 43,958
Property, plant and equiptment, net 498,460 499,075
Other non-current assets 360 460
------- -------
Total assets $544,542 $543,493
======= =======
Liabilities and partners' capital
Current liabilities
Current portion of long-term debt $ 4,000 $ 16,000
Accounts payable 1,381 2,562
Accrued and other current liabilities 24,119 19,687
------- -------
Total current liabilities 29,500 38,249
Long-term debt 224,000 224,000
Minority interests 2,590 2,492
Other non-current liabilities 44,863 45,057
Commitments and contingent liabilities - -
------- -------
Total liabilities 300,953 309,798
------- -------
Partners' capital
General Partner 2,436 2,338
Limited Partners 241,153 231,357
------- -------
Total partners' capital 243,589 233,695
------- -------
Total liabilities and partners' capital $544,542 $543,493
======= =======
</TABLE>
See notes to consolidated financial statements.
2
<PAGE>
Buckeye Partners, L.P.
Consolidated Statements of Cash Flows
Increase (Decrease) in Cash and Cash Equivalents
(In thousands)
(Unaudited)
Nine Months Ended
September 30,
-------------------
1994 1993
---- ----
[S] [C] [C]
Cash flows from operating activities:
Income from continuing operations before
extraordinary charge $ 36,503 $ 30,293
------- -------
Adjustments to reconcile income to net cash
provided by operating activities:
Extraordinary charge on early
extinguishment of debt (1,569) -
Depreciation and amortization 8,420 8,251
Minority interests 356 53
Distributions to minority interests (258) (453)
Change in assets and liabilities:
Trade receivables 1,401 (824)
Inventories (54) (55)
Prepaids and other current assets (745) (1,232)
Accounts payable (1,181) 330
Accrued and other current liabilities (a) 4,432 3,967
Other non-current assets 100 -
Other non-current liabilities (a) (194) 558
------- -------
Total adjustments 10,708 10,595
------- -------
Net cash provided by continuing operating activities 47,211 40,888
Net cash provided by discontinued operations (b) - 206
------- -------
Net cash provided by operating activities 47,211 41,094
------- -------
Cash flows from investing activities:
Capital expenditures (8,295) (9,433)
Proceeds from sales of net assets of discontinued
operations - 9,200
Proceeds from (expenditures for) disposal of
property, plant and equipment, net 490 (1,494)
Purchases of temporary investments, net (9,300) (541)
------- -------
Net cash used in investing activities (17,105) (2,268)
------- -------
Cash flows from financing activities:
Capital contribution 4 -
Proceeds from exercise of unit options 428 -
Proceeds from issuance of long-term debt 15,000 -
Payment of long-term debt (27,000) (13,125)
Distributions to Unitholders (25,472) (23,636)
------- -------
Net cash used in financing activities (37,040) (36,761)
------- -------
Net (decrease) increase in cash and cash equivalents (6,934) 2,065
Cash and cash equivalents at beginning of period 22,748 9,753
------- -------
Cash and cash equivalents at end of period $ 15,814 $ 11,818
======= =======
Supplemental cash flow information:
Cash paid during the period for:
Interest (net of amount capitalized) $ 19,087 $ 19,647
Non-cash changes in property, plant and equipment - 602
(a) Non-cash changes in accrued and other liabilities - 2,657
(b) Non-cash changes in discontinued operations - 3,259
See notes to consolidated financial statements.
3
<PAGE>
BUCKEYE PARTNERS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
In the opinion of management, the accompanying consolidated financial statements
of Buckeye Partners, L.P. ( the "Partnership"), which are unaudited except for
the Balance Sheet as of December 31, 1993, which is derived from audited
financial statements, include all adjustments necessary to present fairly the
Partnership's financial position as of September 30, 1994 and the results of
operations and cash flows for the three month and nine month periods ended
September 30, 1994 and 1993. Certain amounts in the consolidated financial
statements for 1993 have been reclassified to conform to the current
presentation.
Pursuant to the rules and regulations of the Securities and Exchange
Commission, the financial statements do not include all of the information and
notes normally included with financial statements prepared in accordance with
generally accepted accounting principles. These financial statements should be
read in conjunction with the consolidated financial statements and notes thereto
included in the Partnership's Annual Report on Form 10-K for the year ended
December 31, 1993.
2. CONTINGENCIES
The Partnership and its subsidiaries (the "Operating Partnerships") in the
ordinary course of business, are involved in various claims and legal
proceedings, some of which are covered in whole or in part by insurance. The
General Partner is unable to predict the timing or outcome to these claims and
proceedings. Although it is possible that one or more of these claims or
proceedings, if adversely determined, could, depending on the relative amounts
involved, have a material effect on the Partnership's results of operations for
a future period, the General Partner does not believe that their outcome will
have a material effect on the Partnership's consolidated financial condition.
Environmental
Certain Operating Partnerships (or their predecessors) have been named as a
defendant in lawsuits or have been notified by federal or state authorities that
they are a potentially responsible party ("PRP") under federal laws or a
respondent under state laws relating to the generation disposal, or release of
hazardous substances into the environment. These proceedings generally relate
to potential liability for clean-up costs. The total potential remediation
costs relating to these clean-up sites cannot be reasonably estimated. With
respect to each site, however, the Operating Partnership involved is one of
several or as many as several hundred PRPs that would share in the total costs
of clean-up under the principle of joint and several liability. The General
Partner believes that the generation, handling and disposal of hazardous
substances have been in material compliance with applicable environmental and
regulatory requirements. Additional claims for the cost of cleaning up releases
of hazardous substances and for damage to the environment resulting from the
activities of the Operating Partnerships or their predecessors may be asserted
in the future under various federal and state laws. Although the Partnership has
made a provision for certain legal expenses relating to these maters, the
General Partner is unable to determine the timing or final outcome of these
pending proceedings or of any future claims and proceedings.
4
<PAGE>
BUCKEYE PARTNERS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Guaranteed Investment Contract
The Buckeye Pipe Line Company Retirement and Savings Plan (the "Plan") held a
guaranteed investment contract ("GIC") issued by Executive Life Insurance
Company ("Executive Life"), which entered conservatorship proceedings in the
State of California in April 1991. The GIC was purchased in July 1989, with an
initial principal investment of $7.4 million earning interest at an effective
rate per annum of 8.98 percent through June 30, 1992. As a result of the
conservatorship proceedings, no payment of principal or interest was made on the
maturity date. A Plan of Rehabilitation was approved by the Superior Court of
the State of California, and the Rehabilitation Plan was consummated on
September 3, 1993. Various policy holders and creditors have, however, appealed
certain aspects of the Plan of Rehabilitation, including the priority status of
entities such as the Plan which purchased GICs subsequent to January 1, 1989.
Pursuant to the Plan of Rehabilitation, the Plan has received an interest only
contract from Aurora National Life Assurance Company in substitution for its
Executive Life GIC. The contract provides for semi-annual interest payments
through the date of maturity of the contract which will be September 1998. In
addition, the Plan is to receive certain additional cash payments, the amounts
of which cannot be accurately estimated at this time, over the next five years
pursuant to the Plan of Rehabilitation. The timing and amount of payment with
respect to the GIC is dependent upon the outcome of the pending appeals as well
as clarification of various provisions of the Rehabilitation Plan. In May 1991,
the General Partner, in order to safeguard the basic retirement and savings
benefits of its employees, announced its intention to enter an arrangement with
the Plan that would guarantee that the Plan would receive at least its initial
principal investment of $7.4 million plus interest at an effective rate per
annum of 5 percent from July 1, 1989. The General Partner's present intention is
to effectuate its commitment no later than September 1998, the maturity date of
the Aurora contract. The costs and expenses of the General Partner's employee
benefit plans are reimbursable by the Partnership under the applicable limited
partnership and management agreements. The General Partner believes that an
adequate provision has been made for costs which may be incurred by the
Partnership in connection with the above mentioned guarantee.
3. EARLY EXTINGUISHMENT OF DEBT
In March 1994, Buckeye Pipe Line Company L.P ("Buckeye") entered into an
agreement to issue $15 million of additional First Mortgage Notes, Series N,
bearing interest at a rate of 7.93 percent. The proceeds from the issuance of
these First Mortgage Notes, plus additional amounts approximating $1.6 million,
were used to purchase U.S. Government securities. These securities were
deposited into an irrevocable trust to complete a partial in-substance
defeasance of Buckeye's 9.72 percent, Series I, First Mortgage Notes. The funds
in the trust will be used solely to satisfy the interest due and principal in
the amount of $15 million due at maturity in December 1996. Accordingly, such
U.S. Government securities and $15 million of the 9.72 percent, Series I, First
Mortgage Notes have been excluded from the September 30, 1994 balance sheet. The
debt extinguishment resulted in an extraordinary charge of $1,569,000.
5
<PAGE>
BUCKEYE PARTNERS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
4. PARTNERS' CAPITAL
<TABLE>
<CAPTION>
Partners' capital consists of the following:
General Limited
Partner Partners Total
------- -------- -----
(In Thousands)
<S> <C> <C> <C>
Partners' Capital at 12/31/93 $2,338 $231,357 $233,695
Net Income 349 34,585 34,934
Distributions (255) (25,217) (25,472)
Capital Contribution 4 - 4
Exercise of Unit Options - 428 428
------- -------- --------
Partners' Capital at 9/30/94 $2,436 $241,153 $243,589
======= ======== ========
</TABLE>
Earnings per unit is calculated on the basis of the weighted average number of
units outstanding. The potential dilution represented by units issuable from
the exercise of outstanding unit options is less than three percent and is
therefore not reflected in the earnings per unit presentation. The weighted
average number of units outstanding used to calculate earnings per unit was as
follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ -----------------
1994 1993 1994 1993
---- ---- ---- ----
<S> <C> <C> <C> <C>
Units outstanding from
beginning of period 12,137,434 12,121,212 12,121,212 12,121,212
Weighted average number
of units issued upon
exercise of unit options - - 8,496 -
---------- ---------- ---------- ----------
Weighted average number
of units outstanding 12,137,434 12,121,212 12,129,708 12,121,212
========== ========== ========== ==========
</TABLE>
5. CASH DISTRIBUTIONS
The Partnership will generally make quarterly cash distributions of
substantially all of its available cash, generally defined as consolidated cash
receipts less consolidated cash expenditures and such retentions for working
capital, anticipated cash expenditures and contingencies as the General Partner
deems appropriate or as are required by the terms of the Mortgage Note
Indenture.
The Partnership has declared a cash distribution of $0.70 per unit payable on
November 30, 1994 to unitholders of record on November 8, 1994. The total
distribution will amount to approximately $8,496,000.
6
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
- - --------------------------------------------------------------------------------
of Operations
-------------
The following is a discussion of the liquidity and capital resources and the
results of operations of the Partnership for the periods indicated below.
Amounts in the Management's Discussion and Analysis of Financial Condition and
Results of Operations relate to continuing operations unless otherwise
indicated. This discussion should be read in conjunction with the consolidated
financial statements and notes thereto, which are included elsewhere in this
report.
RESULTS OF OPERATIONS
- - ---------------------
Third Quarter
- - -------------
Revenue for the third quarter 1994 was $46.6 million, $2.2 million or 5.0
percent greater than revenue of $44.4 million for the third quarter 1993. Volume
for the third quarter 1994 was 1,020,100 barrels per day, 50,400 barrels per day
or 5.2 percent greater than volume of 969,700 barrels per day for the third
quarter 1993. Greater volume and revenue for the third quarter 1994 compared
with the third quarter 1993 was related to increased gasoline and distillate
volume. Distillate volume increased 9 percent over the third quarter last year
as favorable heating oil prices encouraged summer inventory building that
resulted in increased deliveries throughout much of the Partnership's eastern
service area. Gasoline volume increased 6 percent over the third quarter last
year primarily due to market share growth in western Pennsylvania, upstate New
York and New England.
Costs and expenses for the third quarter 1994 were $27.8 million, $1.0 million
or 3.7 percent greater than costs and expenses of $26.8 million for the third
quarter 1993. Increased expenses during the third quarter 1994 included
payroll, supplies, operating power and property taxes.
Other income (expense), which is the net of non-operating income and expenses,
was a net expense of $6.1 million and $6.4 million for the third quarter of the
years 1994 and 1993, respectively. Substantially all of other income (expense)
is related to interest expense.
First Nine Months
- - -----------------
Revenue for the first nine months 1994 was $138.3 million, $10.3 million or 8.0
percent greater than revenue of $128.0 million for the first nine months 1993.
Volume for the first nine months 1994 was 1,028,100 barrels per day, 67,600
barrels per day or 7.0 percent greater than volume of 960,500 barrels per day
for the first nine months 1993. Greater revenue during the first nine months
1994 related primarily to increased distillate and gasoline deliveries and the
effect of tariff rate increases implemented in August 1993. Distillate volume
increased 21 percent over the first nine months last year in response to higher
demand for heating fuel during severe weather conditions in most of the
Partnership's service area during the first quarter 1994 and a build-up in low
sulfur diesel and heating fuel inventories during the second and third quarters
1994, respectively. Gasoline volume increased approximately 5 percent, compared
to the first nine months 1993, due to restricted barge transportation during the
severe cold period, reduced Canadian imports to upstate New York and market
share growth in western Pennsylvania and New England, as well as lower refinery
production in the Midwest that resulted in increased pipeline transportation of
gasoline into the region.
7
<PAGE>
Costs and expenses for the first nine months 1994 were $83.3 million, $4.4
million or 5.6 percent greater than costs and expenses of $78.9 million for the
first nine months 1993. Increased expenses during the first nine months 1994,
which were primarily related to the transportation of additional volume,
included maintenance services, operating power, payroll, supplies and various
accruals for environmental costs.
Other income (expense) was a net expense of $18.5 million and $18.8 million for
the first nine months of the years 1994 and 1993, respectively. Substantially
all of other income (expense) is related to interest expense. Such interest
expense for the first nine months 1994 was affected by a lower weighted average
cost of debt and costs associated with the issuance of an additional
$15,000,000 in First Mortgage Notes and the concurrent partial in-substance
defeasance of previously issued First Mortgage Notes. See Note 3 to
Consolidated Financial Statements.
LIQUIDITY AND CAPITAL RESOURCES
- - -------------------------------
The Partnership's financial condition at September 30, 1994 is highlighted in
the following comparative summary:
Liquidity and Capital Indicators
- - --------------------------------
<TABLE>
<CAPTION>
As of
-------------------------------
September 30, December 31,
1994 1993
------------ ------------
<S> <C> <C>
Current ratio 1.5 to 1 1.1 to 1
Ratio of cash and cash equivalents,
temporary investments and trade
receivables to current liabilities 1.3 to 1 1.0 to 1
Working capital (in thousands) $16,222 $5,709
Ratio of total debt to total capital .48 to 1 .50 to 1
Book Value (per Unit) $20.07 $19.28
</TABLE>
The Partnership's cash flow from operations is generally sufficient to meet
current working capital requirements. In addition, the Partnership maintains
$26.0 million in short-term credit facilities under which there are no current
outstanding borrowings.
Cash Provided by Operations
- - ---------------------------
For the nine months ended September 30, 1994, cash provided by operations of
$47.2 million was derived principally from income from continuing operations of
$36.5 million, depreciation of $8.4 million and operating working capital
changes of $3.9 million. Changes in operating working capital were primarily
due to an increase in accrued and other current liabilities. Remaining net
cash uses, which amounted to $1.6 million, were largely related to an
extraordinary charge on the early extinguishment of debt. See "Debt Obligation
and Credit Facilities" below.
For nine months ended September 30, 1993, cash provided by operations of $41.1
million was derived principally from income from continuing operations of $30.3
million, depreciation of $8.3 million, operating working capital changes of $2.2
million and $0.6 million from increases in other non-current liabilities.
Changes in operating working capital were largely due to increases in accrued
and other current liabilities. Remaining net cash uses, which amounted to $0.3
million were the result of minority interest distributions offset by cash from
discontinued operations.
8
<PAGE>
Debt Obligation and Credit Facilities
- - -------------------------------------
At September 30, 1994, the Partnership had $228.0 million in outstanding current
and long-term debt representing the First Mortgage Notes of Buckeye. The First
Mortgage Notes are collateralized by substantially all of Buckeye's property,
plant and equipment. Debt outstanding at September 30, 1994 includes $15 million
of additional First Mortgage Notes, Series N, bearing interest at a rate of 7.93
percent which were issued on April 11, 1994 in accordance with an agreement
entered into in March 1994. Such current and long-term debt excludes $15 million
of 9.72 percent First Mortgage Notes, Series I, due December 1996, which were
defeased in-substance with the proceeds of the Series N First Mortgage Notes. In
addition, during the first nine months of 1994, Buckeye irrevocably deposited
$12.0 million with the trustee to be applied to payment of the 9.33 percent
First Mortgage Notes, Series G, due December 1994. Comparable deposits during
the first nine months 1993 aggregated $13.1 million and were applied to payment
of the 9.16 percent First Mortgage Notes, Series F, due December 1993.
The indenture pursuant to which the First Mortgage Notes were issued was amended
in March 1994 by a Fourth Supplemental Indenture to permit Buckeye to issue
additional First Mortgage Notes under certain circumstances; provided that the
aggregate principal amount of First Mortgage Notes outstanding after such
issuance does not exceed $275 million.
The Partnership has established a $15 million unsecured short-term revolving
credit facility with a commercial bank. This facility, which has options to
extend borrowings through September 1999, is available to the Partnership for
general purposes, including capital expenditures and working capital. In
addition, Buckeye has a $10 million short-term line of credit secured by
accounts receivable. Laurel Pipe Line Company, L.P. has an unsecured $1 million
line of credit. At September 30, 1994, there were no outstanding borrowings
under these facilities.
At September 30, 1994, the ratio of total debt to total capital was 48 percent.
For purposes of the calculation of this ratio, total capital consists of current
and long-term debt, minority interests in subsidiaries and partners' capital.
Capital Expenditures
- - --------------------
At September 30, 1994, approximately 92 percent of total consolidated assets
consisted of property, plant and equipment.
Capital expenditures during the nine months ended September 30, 1994 totaled
$8.3 million compared to $9.4 million during the nine months ended September 30,
1993. During both periods, capital expenditures were paid from internally
generated funds.
Environmental Matters
- - ---------------------
For information concerning the Partnership's environmental matters subsequent to
the Partnership's Annual Report on Form 10-K, see Part II - Other Information,
Item 1 - Legal Proceedings and Item 5 - Other Information.
9
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BUCKEYE PARTNERS, L.P.
(Registrant)
By: Buckeye Management Company,
as General Partner
Dated: October 18, 1994 By: /s/ E. R. Varalli
-------------------------------
E. R. Varalli
Executive Vice President,
Chief Financial Officer and
Treasurer
(Principal Accounting and
Financial Officer)
<PAGE>
INDEX TO EXHIBITS
-----------------
<TABLE>
<CAPTION>
Exhibit Number Description Page
- - -------------- ----------- ----
<C> <S> <C>
11 Computation of Earnings Per Unit
27 Financial Data Schedule
</TABLE>
<PAGE>
EXHIBIT (11)
BUCKEYE PARTNERS, L.P.
COMPUTATION OF EARNINGS PER UNIT
(In thousands, except for Units and per Unit amounts)
(Unaudited)
<TABLE>
<CAPTION>
Quarter Ended Nine Months Ended
September 30, September 30,
------------------------- ----------------------------
1994 1993 1994 1993
---- ---- ---- ----
<S> <C> <C> <C> <C>
Income from continuing operations
before extraordinary charge $ 12,706 $ 11,190 $ 36,503 $ 30,293
Loss from discontinued operations - - - (127)
Extraordinary charge on early
extinguishment of debt - - (1,569) -
-------- -------- ------- ---------
Net income $ 12,706 $ 11,190 $ 34,934 $ 30,166
======== ======== ======= =========
Primary earnings per Unit:
Income from continuing operations
before extraordinary charge $ 1.05 $ 0.92 $ 3.00 $ 2.50
Loss from discontinued operations - - - (0.01)
Extraordinary charge on early
extinguishment of debt - - (0.13) -
-------- -------- ------- --------
Net income $ 1.05 $ 0.92 $ 2.87 $ 2.49
======== ======== ======= ========
Fully-diluted earnings per Unit:
Income from continuing operations
before extraordinary charge $ 1.05 $ 0.92 $ 3.00 $ 2.49
Loss from discontinued operations - - - (0.01)
Extraordinary charge on early
extinguishment of debt - - (0.13) -
--------- -------- -------- ---------
Net income $ 1.05 $ 0.92 $ 2.87 $ 2.48
========= ======== ======== =========
Weighted average number of Units
outstanding:
Units outstanding at September 30 12,137,434 12,121,212 12,129,708 12,121,212
Exercise of Options reduced by the
number of Units purchased with
proceeds (Primary) 18,096 20,333 21,515 17,099
---------- ---------- ---------- ----------
Total Units outstanding - Primary 12,155,530 12,141,545 12,151,223 12,138,311
========== ========== ========== ==========
Units outstanding at September 30 12,137,434 12,121,212 12,129,708 12,121,212
Exercise of Options reduced by the
number of Units purchased with
proceeds (Fully-diluted) 18,096 21,245 21,694 21,245
Total Units outstanding - ---------- ---------- ---------- ----------
Fully-diluted 12,155,530 12,142,457 12,151,402 12,142,457
========== ========== ========== ==========
Although not required to be presented in the income statement under provisions of APB Opinion No. 15,
this calculation is submitted in accordance with Regulations S-K item 601(b)(11).
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1993
<PERIOD-END> SEP-30-1994
<CASH> 15,814
<SECURITIES> 9,550
<RECEIVABLES> 13,940
<ALLOWANCES> 0
<INVENTORY> 1,228
<CURRENT-ASSETS> 45,722
<PP&E> 550,181
<DEPRECIATION> 51,721
<TOTAL-ASSETS> 544,542
<CURRENT-LIABILITIES> 29,500
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 243,589
<TOTAL-LIABILITY-AND-EQUITY> 544,542
<SALES> 0
<TOTAL-REVENUES> 138,307
<CGS> 0
<TOTAL-COSTS> 83,286
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<CHANGES> 0
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</TABLE>
