<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, 1995 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: 610-770-4000
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 31, 1995
Limited Partnership Units 12,029,730 Units
<PAGE>
BUCKEYE PARTNERS, L.P.
INDEX
<TABLE>
<CAPTION>
Page No.
<S> <C>
Part I. Financial Information
Item 1. Consolidated Financial Statements
Consolidated Statements of Income 1
for the three months and nine months
ended September 30, 1995 and 1994
Consolidated Balance Sheets 2
September 30, 1995 and December 31, 1994
Consolidated Statements of Cash Flows 3
for the nine months ended September 30, 1995
and 1994
Notes to Financial Statements 4-6
Item 2. Management's Discussion and Analysis 7-10
of Financial Condition and Results
of Operations
Part II. Other Information
Item 1. Legal Proceedings 11
Item 6. Exhibits and Reports on Form 8-K 11
</TABLE>
<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,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
$46,195 $46,574 Revenue $136,440 $138,307
Costs and expenses
22,732 22,417 Operating expenses 67,386 67,162
2,798 2,799 Depreciation and amortization 8,454 8,420
2,813 2,592 General and administrative expenses 8,017 7,704
28,343 27,808 Total costs and expenses 83,857 83,286
17,852 18,766 Operating income 52,583 55,021
Other income (expense)
227 417 Interest income 705 954
(5,413) (6,162) Interest and debt expense (16,253) (18,746)
(273) (315) Minority interests and other (702) (726)
(5,459) (6,060) Total other income (expense) (16,250) (18,518)
12,393 12,706 Income before extraordinary charge 36,333 36,503
Extraordinary charge on early
- - extinguishment of debt - (1,569)
$12,393 $12,706 Net income $ 36,333 $ 34,934
Net income allocated to General
$ 124 $ 127 Partner $ 363 $ 349
Net income allocated to Limited
$12,269 $12,579 Partners $ 35,970 $ 34,585
Income allocated to General and
Ltd. Partners per Partnership Unit:
$ 1.02 $ 1.05 Income before extraordinary charge $ 2.99 $ 3.01
Extraordinary charge on early
- - extinguishment of debt - (0.13)
$ 1.02 $ 1.05 Net income $ 2.99 $ 2.88
</TABLE>
See notes to consolidated financial statements.
<PAGE>
Buckeye Partners, L.P.
Consolidated Balance Sheets
(In thousands)
<TABLE>
<CAPTION>
September 30, December 31,
1995 1994
(Unaudited)
<S> <C> <C>
Assets
Current assets
Cash and cash equivalents $ 14,801 $ 6,071
Temporary investments 2,229 1,400
Trade receivables 15,392 17,057
Inventories 1,412 1,320
Prepaid and other current assets 6,102 5,474
Total current assets 39,936 31,322
Property, plant and equipment, net 506,961 503,083
Other non-current assets 466 360
Total assets $547,363 $534,765
Liabilities and partners' capital
Current liabilities
Accounts payable $ 1,985 $ 2,325
Accrued and other current liabilities 24,942 23,247
Total current liabilities 26,927 25,572
Long-term debt 214,000 214,000
Minority interests 2,730 2,616
Other non-current liabilities 46,522 46,601
Commitments and contingent liabilities - -
Total liabilities 290,179 288,789
Partners' capital
General Partner 2,572 2,460
Limited Partners 254,612 243,516
Total partners' capital 257,184 245,976
Total liabilities and partners' capital $547,363 $534,765
</TABLE>
See notes to consolidated financial statements.
<PAGE>
Buckeye Partners, L.P.
Consolidated Statements of Cash Flows
Increase (Decrease) in Cash and Cash Equivalents
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
1995 1994
<S> <C> <C>
Cash flows from operating activities:
Income before extraordinary charge $ 36,333 $ 36,503
Adjustments to reconcile income to net cash
provided by operating activities:
Extraordinary charge on early
extinguishment of debt - (1,569)
Depreciation and amortization 8,454 8,420
Minority interests 372 356
Distributions to minority interests (258) (258)
Changes in assets and liabilities:
Temporary investments (829) (9,300)
Trade receivables 1,665 1,401
Inventories (92) (54)
Prepaid and other current assets (628) (745)
Accounts payable (340) (1,181)
Accrued and other current liabilities 1,695 4,432
Other non-current assets (106) 100
Other non-current liabilities (79) (194)
Total adjustments 9,854 1,408
Net cash provided by operating activities 46,187 37,911
Cash flows from investing activities:
Capital expenditures (11,745) (8,295)
(Expenditures for) proceeds from disposal
of property, plant and equipment, net (587) 490
Net cash used in investing activities (12,332) (7,805)
Cash flows from financing activities:
Capital contribution 4 4
Proceeds from exercise of unit options 373 428
Proceeds from issuance of long-term debt - 15,000
Payment of long-term debt - (27,000)
Distributions to Unitholders (25,502) (25,472)
Net cash used in financing activities (25,125) (37,040)
Net increase (decrease) in cash and
cash equivalents 8,730 (6,934)
Cash and cash equivalents at beginning of period 6,071 22,748
Cash and cash equivalents at end of period $ 14,801 $ 15,814
Supplemental cash flow information:
Cash paid during the period for interest
(net of amount capitalized) $ 16,466 $ 19,087
</TABLE>
See notes to consolidated financial statements.
<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, 1994, which is
derived from audited financial statements, include all adjustments
necessary to present fairly the Partnership's financial position as of
September 30, 1995 and the results of operations and cash flows for the
three month and nine month periods ended September 30, 1995 and 1994.
Certain amounts in the consolidated financial statements for 1994 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, 1994.
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.
Buckeye Management Company (the "General Partner") is unable to predict the
timing or outcome of 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 by the Operating
Partnerships and their predecessors 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 matters, the General
Partner is unable to determine the timing or outcome of these pending
proceedings or of any future claims and proceedings.
<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. Pursuant
to the Executive Life 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 at a rate of 5.61 percent per annum through
September 1998, the maturity date of the contract. In addition, the Plan
is to receive certain additional cash payments through the maturity date of
the contract pursuant to the Plan of Rehabilitation. The timing and amount
of these additional cash payments cannot be estimated accurately at this
time. 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 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 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 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 an in-
substance defeasance of $15 million of Buckeye's 9.72 percent, Series I,
First Mortgage Notes. In addition, during December 1994, Buckeye purchased
approximately $10.7 million of U.S. Government securities. These
securities were deposited into an irrevocable trust to complete an in-
substance defeasance of $5 million of Buckeye's 9.72 percent, Series I,
First Mortgage Notes and $5 million of Buckeye's 11.18 percent, Series J,
First Mortgage Notes. The funds placed in trust in 1994 will be used
solely to satisfy the interest due and principal amounts of $20 million
Series I Notes due December 1996 and $5 million Series J Notes due serially
through December 2006. Accordingly, these U.S. Government securities, the
Series I First Mortgage Notes and $5 million of the Series J First Mortgage
Notes, have been excluded from the December 31, 1994 and September 30, 1995
balance sheets. This debt extinguishment resulted in an extraordinary
charge of $2,269,000 in 1994, of which $1,569,000 was incurred during the
three months ended March 31, 1994.
<PAGE>
BUCKEYE PARTNERS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
4. PARTNERS' CAPITAL
Partners' capital consists of the following:
<TABLE>
<CAPTION>
General Limited
Partner Partners Total
(In thousands)
<S> <C> <C> <C>
Partners' Capital - 1/1/95 $2,460 $243,516 $245,976
Net Income 363 35,970 36,333
Distributions (255) (25,247) (25,502)
Exercise of unit options and
capital contributions 4 373 377
Partners' Capital - 9/30/95 $2,572 $254,612 $257,184
</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,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Units outstanding from
beginning of period 12,147,535 12,137,434 12,137,434 12,121,212
Weighted average number
of units issued upon
exercise of unit options 443 - 6,984 8,496
Weighted average number
of units outstanding 12,147,978 12,137,434 12,144,418 12,129,708
</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 $.70 per unit payable
on November 30, 1995 to unitholders of record on November 10, 1995. The
total distribution will amount to approximately $8,506,000.
<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 1995 was $46.2 million, $0.4 million or 0.9
percent less than revenue of $46.6 million for the third quarter 1994.
Volume transported during the third quarter 1995 was 997,300 barrels per
day, 22,800 barrels per day or 2.2 percent less than volume of 1,020,100
barrels per day during the third quarter 1994. Both gasoline and
distillate volumes fell below third quarter 1994 levels. Gasoline volumes
declined by 4.9 percent, while distillate volumes declined by 3.1 percent.
Contributing to the decline in gasoline and distillate deliveries were
discrete volume shifts to competing pipelines. The shutdown of a Midwest
refinery also had a negative impact on gasoline volumes. Offsetting these
declines were a 3.3 percent increase in turbine fuel shipments to airports
serviced by the Partnership, the favorable impact of certain tariff
increases in December 1994 and June 1995, and the acquisition of new
business across Pennsylvania.
Costs and expenses for the third quarter 1995 were $28.3 million, $0.5
million or 1.8 percent greater than costs and expenses of $27.8 million for
the third quarter 1994. Increases in expense for payroll overheads,
communications and outside services were partially offset by declines in
payroll, professional fees, power and casualty loss expenses.
Other income (expense), which is the net of non-operating income and
expenses, was a net expense of $5.5 million for the third quarter 1995 as
compared to a net expense of $6.1 million for the third quarter 1994. This
decrease reflects a decline in interest expense due to lower debt
outstanding this year as compared to last year. Substantially all of other
income (expense) is related to interest expense.
First Nine Months
Revenue for the first nine months 1995 was $136.4 million, $1.9 million or
1.4 percent less than revenue of $138.3 million for the first nine months
1994. Volume transported during the first nine months 1995 was 1,000,500
barrels per day, 27,600 barrels per day or 2.7 percent less than volume of
1,028,100 barrels per day during the first nine months 1994. Declines in
revenue and volumes are principally due to an 8.7 percent decrease in
distillate volumes and a 2.7 percent decrease in gasoline volumes
transported this year as compared to 1994. Lower distillate volumes
reflect the impact of mild winter weather throughout the Partnership's
service area during the first quarter 1995 and lower inventory building
during the second quarter 1995 as compared to last year. Temperatures
during the winter heating season averaged 9 percent above normal and 16
percent above temperatures encountered during the 1994 heating season.
Contributing to the decline in distillate and gasoline volumes were some
volume shifts to competing pipelines. Gasoline volumes also declined due
to the shutdown of a Midwest refinery. Partially offsetting these declines
were a 3.9 percent increase in turbine fuel deliveries as airline travel
increased in connection with improved economic activity and mild winter
conditions, the favorable impact of certain tariff increases in December
1994 and June 1995, and the acquisition of new business across
Pennsylvania.
Costs and expenses for the first nine months 1995 were $83.9 million, $0.6
million or 0.7 percent greater than costs and expenses of $83.3 million for
the first nine months 1994. Increases in expense for payroll, payroll
overhead, property tax, communications and other miscellaneous items were
partially offset by declines in outside services, casualty loss and
operating power expense.
Other income (expense) was a net expense of $16.3 million for the first
nine months 1995 as compared to a net expense of $18.5 million for the
first nine months 1994. This decrease reflects a decline in interest
expense due to lower debt outstanding this year as compared to last year
and debt refinancing which occurred early in 1994. Substantially all of
other income (expense) is related to interest expense.
The extraordinary charge of $1.6 million incurred during the first quarter
1994 was related to a partial in-substance defeasance of previously issued
First Mortgage Notes. See Note 3 to the Consolidated Financial Statements.
LIQUIDITY AND CAPITAL RESOURCES
The Partnership's financial condition at September 30, 1995 is highlighted
in the following comparative summary:
Liquidity and Capital Indicators
<TABLE>
<CAPTION>
As of
9/30/95 12/31/94
<S> <C> <C>
Current ratio 1.5 to 1 1.2 to 1
Ratio of cash and cash equivalents,
temporary investments and trade
receivables to current liabilities 1.2 to 1 1.0 to 1
Working capital (in thousands) $13,009 $5,750
Ratio of total debt to total capital .45 to 1 .46 to 1
Book value (per Unit) $21.17 $20.27
</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, 1995, cash provided by operations
of $46.2 million was derived principally from income from continuing
operations of $36.3 million, depreciation of $8.5 million and operating
working capital decreases of $1.5 million. Sources of cash were primarily
due to a decrease in trade receivables and an increase in accrued and other
current liabilities, while cash uses included increases in temporary
investments and prepaid and other current assets. Remaining net cash uses,
which amounted to $0.1 million, were related to an increase in non-current
assets.
For the nine months ended September 30, 1994, cash provided by operations
of $37.9 million was derived principally from income from continuing
operations of $36.5 million, depreciation of $8.4 million and operating
working capital increases of $5.4 million. Sources of cash resulted from
decreases in trade receivables and increases in accrued and other current
liabilities of $1.4 million and $4.4 million, respectively. Cash uses
included increases in temporary investments and prepaid and other current
assets and a decrease in accounts payable. Remaining net cash uses, which
amounted to $1.6 million, were largely related to an extraordinary charge
on the extinguishment of debt. See "Debt Obligation and Credit Facilities"
below.
Debt Obligation and Credit Facilities
At September 30, 1995, the Partnership had $214.0 million in outstanding
long-term debt representing the First Mortgage Notes of Buckeye. There was
no current debt outstanding. The First Mortgage Notes are collateralized
by substantially all of Buckeye's property, plant and equipment.
The indenture, as amended and pursuant to which the First Mortgage Notes
were issued, permits Buckeye, under certain circumstances, to issue
additional First Mortgage Notes provided that the aggregate principal
amount of First Mortgage Notes outstanding after such issuance does not
exceed $275 million.
In March 1994, Buckeye issued $15.0 million of First Mortgage Notes, Series
N, bearing interest at 7.93 percent and maturing in December 2010. 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 an in-substance defeasance of $15 million of Buckeye's 9.72
percent, Series I, First Mortgage Notes due December 1996.
In December 1994, Buckeye completed in-substance defeasances of $5 million
of 9.72 percent, Series I, First Mortgage Notes due December 1996 and $5
million of 11.18 percent, Series J, First Mortgage Notes due serially from
December 1997 through December 2006.
The Partnership maintains a $15 million unsecured 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, 1995, there were no outstanding
borrowings under these facilities.
At September 30, 1995, the ratio of total debt to total capital was 45
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, 1995, approximately 93 percent of total consolidated
assets consisted of property, plant and equipment.
Capital expenditures during the nine months ended September 30, 1995
totaled $11.7 million compared to $8.3 million during the nine months ended
September 30, 1994. During both periods, capital expenditures were paid
from internally generated funds.
Certain Relationships and Related Transactions
On July 18, 1995, the General Partner amended the Amended and Restated
Limited Partnership Agreement of the Partnership (the "Partnership
Agreement"), to reflect its agreement to continue to act as general partner
of the Partnership until December 23, 2006, a ten-year extension of its
current term. In connection therewith, the General Partner, the
Partnership and American Financial Group, Inc. (formerly The Penn Central
Corporation) amended the Distribution Support, Incentive Compensation and
APU Redemption Agreement which provides for incentive compensation payable
to the General Partner in the event quarterly or special distributions to
Unitholders exceed specified targets. Both amendments were approved on
behalf of the Partnership by a special committee of disinterested directors
of the General Partner. The foregoing amendments are not expected to have
a material effect on the financial condition or results of operations of
the Partnership. For further information, see Exhibit 3.1 and Exhibit 10.1
of the Partnership's June 30, 1995 Form 10-Q.
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.
<PAGE>
Part II - Other Information
Item 1. Legal Proceedings
In August 1995, Buckeye reached a settlement agreement with the
Pennsylvania Department of Environmental Protection ("DEP") and certain
other Pennsylvania state agencies (the "State Agencies") to settle claims
asserted by the DEP and the State Agencies for civil penalties and natural
resource damages arising from a pipeline petroleum products release that
occurred in the vicinity of Freeport, Pennsylvania in March 1990. In
return for a release and a dismissal of an action for civil penalties
pending before the Pennsylvania Environmental Hearing Board, Buckeye agreed
to pay the State Agencies $88,000 in civil penalties and $475,000 in
natural resource damages. In addition, Buckeye agreed to pay the
Pennsylvania Fish and Boat Commission $22,000 for response costs. Buckeye
anticipates that it will be reimbursed by its insurance carriers for the
$475,000 payment for natural resource damages and the $22,000 payment for
response costs. The settlement is subject to approval by the Environmental
Hearing Board.
For additional information concerning the Partnership's legal proceedings,
see Item 3 of the Partnership's Form 10-K for the fiscal year ended
December 31, 1994.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
11 - Computation of Earnings Per Unit
27 - Financial Data Schedule
(b) No reports on Form 8-K were filed during the quarter ended September
30, 1995.
<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 31, 1995 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
<S> <C> <C>
11 Computation of Earnings Per Unit
</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,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Income before extraordinary
charge $ 12,393 $ 12,706 $ 36,333 $ 36,503
Extraord. charge on early
extinguishment of debt - - - (1,569)
Net income $ 12,393 $ 12,706 $ 36,333 $ 34,934
Primary earnings per Unit:
Income before extraordinary
charge $ 1.02 $ 1.05 $ 2.99 $ 3.00
Extraord. charge on early
extinguishment of debt - - - (0.13)
Net income $ 1.02 $ 1.05 $ 2.99 $ 2.87
Fully-diluted earnings
per Unit:
Income before extraordinary
charge $ 1.02 $ 1.05 $ 2.99 $ 3.00
Extraord. charge on early
extinguishment of debt - - - (0.13)
Net income $ 1.02 $ 1.05 $ 2.99 $ 2.87
Weighted average number of
Units outstanding:
Units outstanding at
September 30 12,147,978 12,137,434 12,144,418 12,129,708
Exercise of Options reduced
by the number of Units
purchased with proceeds
(Primary) 18,118 18,096 17,116 21,515
Total Units outstanding -
Primary 12,166,096 12,155,530 12,161,534 12,151,223
Units outstanding at
September 30 12,147,978 12,137,434 12,144,418 12,129,708
Exercise of Options reduced
by the number of Units
purchased with proceeds
(Fully-diluted) 18,683 18,096 20,380 21,694
Total Units outstanding -
Fully-diluted 12,166,661 12,155,530 12,164,798 12,151,402
</TABLE>
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> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 14,801
<SECURITIES> 2,229
<RECEIVABLES> 15,392
<ALLOWANCES> 0
<INVENTORY> 1,412
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0
0
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</TABLE>
