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, 1996 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 15, 1996
Limited Partnership Units 12,060,180 Units
BUCKEYE PARTNERS, L.P.
INDEX
Page No.
Part I. Financial Information
Item 1. Consolidated Financial Statements
Consolidated Statements of Income 1
for the three months and nine months
ended September 30, 1996 and 1995
Consolidated Balance Sheets 2
September 30, 1996 and December 31, 1995
Consolidated Statements of Cash Flows 3
for the nine months ended September 30, 1996
and 1995
Notes to Consolidated 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 6. Exhibits and Reports on Form 8-K 10
Part I - Financial Information
Item 1. Consolidated Financial Statements
Buckeye Partners, L.P.
Consolidated Statements of Income
(In thousands, except per Unit amounts)
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
1996 1995 1996 1995
$45,083 $46,195 Revenue $135,985 $136,440
Costs and expenses
21,228 22,732 Operating expenses 69,517 67,386
2,817 2,798 Depreciation and amortization 8,512 8,454
3,417 2,813 General and administrative expenses 10,026 8,017
27,462 28,343 Total costs and expenses 88,055 83,857
17,621 17,852 Operating income 47,930 52,583
Other income (expenses)
409 227 Interest income 1,097 705
(5,447) (5,413) Interest and debt expense (16,402) (16,253)
(566) (273) Minority interests and other 1,309 (702)
(5,604) (5,459) Total other income (expenses) (13,996) (16,250)
$12,017 $12,393 Net income $ 33,934 $ 36,333
Net income allocated to General
$ 120 $ 124 Partner $ 339 $ 363
Net income allocated to Limited
$11,897 $12,269 Partners $ 33,595 $ 35,970
$ 0.99 $ 1.02 Net income per unit $ 2.79 $ 2.99
See notes to consolidated financial statements.
Buckeye Partners, L.P.
Consolidated Balance Sheets
(In thousands)
September 30, December 31,
1996 1995
(Unaudited)
Assets
Current assets
Cash and cash equivalents $ 16,059 $ 16,213
Temporary investments 10,920 895
Trade receivables 10,138 16,295
Inventories 1,708 1,561
Prepaid and other current assets 9,296 7,272
Total current assets 48,121 42,236
Property, plant and equipment, net 506,544 509,944
Other non-current assets 465 466
Total assets $555,130 $552,646
Liabilities and partners' capital
Current liabilities
Current portion of long-term debt $ 8,925 $ -
Accounts payable 1,815 2,406
Accrued and other current liabilities 19,543 23,016
Total current liabilities 30,283 25,422
Long-term debt 205,075 214,000
Minority interests 2,842 2,781
Other non-current liabilities 47,217 48,258
Commitments and contingent liabilities - -
Total liabilities 285,417 290,461
Partners' capital
General Partner 2,697 2,622
Limited Partners 267,016 259,563
Total partners' capital 269,713 262,185
Total liabilities and partners'
capital $555,130 $552,646
See notes to consolidated financial statements.
Buckeye Partners, L.P.
Consolidated Statements of Cash Flows
Increase (Decrease) in Cash and Cash Equivalents
(In thousands)
(Unaudited)
Nine Months Ended
September 30,
1996 1995
Cash flows from operating activities:
Net income $ 33,934 $ 36,333
Adjustments to reconcile income to net cash
provided by operating activities:
Gain on sale of property, plant and equipment (2,651) -
Depreciation and amortization 8,512 8,454
Minority interests 348 372
Distributions to minority interests (287) (258)
Changes in assets and liabilities:
Temporary investments (10,025) (829)
Trade receivables 6,157 1,665
Inventories (147) (92)
Prepaid and other current assets (2,024) (628)
Accounts payable (591) (340)
Accrued and other current liabilities (3,473) 1,695
Other non-current assets 1 (106)
Other non-current liabilities (1,041) (79)
Total adjustments (5,221) 9,854
Net cash provided by operating activities 28,713 46,187
Cash flows from investing activities:
Capital expenditures (7,312) (11,745)
Proceeds from sale of property, plant
and equipment 5,144 -
Expenditures for disposal of property,
plant and equipment, net (293) (587)
Net cash used in investing activities (2,461) (12,332)
Cash flows from financing activities:
Capital contribution 10 4
Proceeds from exercise of unit options 974 373
Distributions to Unitholders (27,390) (25,502)
Net cash used in financing activities (26,406) (25,125)
Net (decrease) increase in cash and
cash equivalents (154) 8,730
Cash and cash equivalents at beginning of period 16,213 6,071
Cash and cash equivalents at end of period $ 16,059 $ 14,801
Supplemental cash flow information:
Cash paid during the period for interest
(net of amount capitalized) $ 16,664 $ 16,466
See notes to consolidated financial statements.
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, 1995, which is
derived from audited financial statements, include all adjustments
necessary to present fairly the Partnership's financial position as of
September 30, 1996 and the results of operations for the three month and
nine month periods ended September 30, 1996 and 1995, and cash flows for
the nine month periods ended September 30, 1996 and 1995.
Effective January 1, 1996, the Partnership has adopted Statement of
Financial Accounting Standards No. 123 ("SFAS 123"), "Accounting for Stock-
Based Compensation," which requires expanded disclosures of stock-based
compensation arrangements with employees. SFAS 123 encourages, but does
not require, compensation cost to be measured based on the fair value of
the equity instrument awarded. The Partnership, however, has elected to
continue to recognize compensation cost based on the intrinsic value of the
equity instrument awarded as promulgated in Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees." The
Partnership will disclose the required pro-forma effect on net income and
earnings per unit in the 1996 annual financial statements.
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, 1995.
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.
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. PARTNERS' CAPITAL
Partners' capital consists of the following:
General Limited
Partner Partners Total
(In thousands)
Partners' Capital - 1/1/96 $2,622 $259,563 $262,185
Net Income 339 33,595 33,934
Distributions (274) (27,116) (27,390)
Exercise of unit options and
capital contributions 10 974 984
Partners' Capital - 9/30/96 $2,697 $267,016 $269,713
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:
Three Months Ended Nine Months Ended
September 30, September 30,
1996 1995 1996 1995
Units outstanding from
beginning of period 12,176,242 12,147,535 12,151,242 12,137,434
Weighted average number
of units issued upon
exercise of unit options 1,557 443 19,228 6,984
Weighted average number
of units outstanding 12,177,799 12,147,978 12,170,470 12,144,418
4. 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 $.75 per unit payable
on November 29, 1996 to unitholders of record on November 6, 1996. The
total distribution will amount to approximately $9,137,000.
5. RESTRUCTURING
In order to reduce future payroll and benefit costs, the General Partner
offered a voluntary early retirement program to certain salaried employees
of Buckeye Pipe Line Company (the "Manager") who were at least 55 years old
with a minimum of 15 years of service. A total of 23 employees accepted
the early retirement offer. The General Partner also terminated
involuntarily seven other employees under the terms of its existing
severance policy. Total costs of $2.5 million, related to the
restructuring, were charged to operating costs and expenses during the
second quarter of the year.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Amounts in the following discussion and analysis of financial condition and
results of operations relate to continuing operations unless otherwise
indicated.
RESULTS OF OPERATIONS
Third Quarter
Revenue for the third quarter 1996 was $45.1 million, $1.1 million or 2.4
percent less than revenue of $46.2 million for the third quarter 1995.
Volume transported for the third quarter 1996 was 987,000 barrels per day,
10,300 barrels per day or 1.0 percent less than volume of 997,300 barrels
per day for the third quarter 1995. During the third quarter, gasoline and
distillate volumes fell below third quarter last year. Gasoline volumes
declined 1.6 percent partially due to declines in deliveries to upstate New
York. Increases in Canadian imports opened capacity on a shipper-owned
pipeline thereby reducing volumes transported by the Partnership.
Distillate volumes declined 3.6 percent as inventory levels remain low in
comparison to 1995 when shippers took advantage of favorable product prices
to build inventories. Meanwhile, turbine fuel volumes increased 1.5
percent primarily due to strong demand at Miami airport. In addition,
tariff increases instituted during the third quarter 1996 increased revenue
by approximately $500,000 for the quarter.
Costs and expenses for the third quarter 1996 were $27.5 million or 2.8
percent less than costs and expenses of $28.3 million for the third quarter
1995. Favorable tax adjustments and declines in payroll costs, resulting
from the recent restructuring, were the primary cause for the decrease.
Operating power, travel and supply expense declines also contributed to the
favorable variance. Offsetting these declines to some extent were
increases in payroll overhead expense.
Other income (expenses), which is the net of non-operating income and
expenses, was a net expense of $5.6 million for the third quarter 1996 as
compared to a net expense of $5.5 million for the third quarter 1995.
Substantially all of other income (expenses) is related to interest
expense.
First Nine Months
Revenue for the first nine months of 1996 was $136.0 million or 0.3 percent
less than revenue of $136.4 million for the first nine months of 1995.
Volume transported for the first nine months of 1996 was 992,400 barrels
per day, 8,100 barrels per day or 0.8 percent less than volume of 1,000,500
barrels per day for the first nine months of 1995. The majority of the
decrease is related to declines in gasoline volumes with some decrease in
distillate volumes. Offsetting these declines to some extent were
increases in LPG and intermediate petroleum product volumes. Gasoline
volume declined 1.8 percent from 1995 levels. Severe winter storms,
particularly in the Northeast, curtailed both air and ground traffic during
January and February. Also, increases in Canadian imports opened capacity
on other pipelines thereby reducing volumes transported by the Partnership.
In addition, reductions in inventories held by marketers, in response to
increases in product prices, negatively impacted gasoline volumes.
Distillate volumes declined by 0.2 percent from prior year levels. The
favorable impact that the severe winter weather had on distillate volumes
in the first quarter was offset by declines in inventory levels during the
second quarter. The loss in revenues from declines in volumes was
partially offset by tariff increases instituted during the third quarters
1995 and 1996. Incremental 1996 revenues from these tariff increases
amounted to approximately $2.0 million.
Costs and expenses for the first nine months of 1996 were $88.1 million as
compared to $83.9 million for the first nine months of 1995. During the
period, the Partnership recorded a one-time expense of $2.5 million related
to employee terminations. Some of this increase in payroll expense has
been offset by reduced payroll expense during the third quarter. Also, the
additional use of outside services and increases in payroll overhead and
casualty loss expense contributed to expense increases over 1995 levels.
Offsetting these increases to some extent were declines in expenses related
to favorable tax adjustments, reduced power, supplies and travel costs for
the first nine months of 1996 as compared to the first nine months of 1995.
Other income (expenses), which is the net of non-operating income and
expenses, was a net expense of $14.0 million for the first nine months of
1996 as compared to a net expense of $16.3 million for the first nine
months of 1995. The majority of this favorable variance is related to a
$2.9 million gain recognized on the sale of land partially offset by a $0.2
million loss from the sale of a marine terminal and 14-mile pipeline
serving McChord Air Force Base in the state of Washington. Also, interest
expense and interest income were slightly greater than 1995 levels.
LIQUIDITY AND CAPITAL RESOURCES
The Partnership's financial condition at September 30, 1996 is highlighted
in the following comparative summary:
Liquidity and Capital Indicators
As of
9/30/96 12/31/95
Current ratio 1.6 to 1 1.7 to 1
Ratio of cash and cash equivalents,
temporary investments and trade
receivables to current liabilities 1.2 to 1 1.3 to 1
Working capital (in thousands) $17,838 $16,814
Ratio of total debt to total capital .44 to 1 .45 to 1
Book value (per Unit) $22.14 $21.58
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, 1996, cash provided by operations
of $28.7 million was derived principally from net income before
depreciation of $42.4 million offset by a $10.1 million use of cash for
operating working capital purposes. Uses of cash for operating working
capital purposes included an increase in temporary investments of $10.0
million. Cash was used to increase prepaid and other current assets while
reducing accounts payable. During the third quarter, the Partnership began
invoicing customers on a weekly rather than monthly basis, thereby
decreasing trade receivables, providing $6.2 million of cash. In addition,
a $2.7 million gain on the sale of property, plant and equipment was
deducted from net income before arriving at cash provided by operating
activities. Remaining cash uses of $0.9 million were primarily related to
favorable tax adjustments.
For the nine months ended September 30, 1995, cash provided by operations
of $46.2 million was derived principally from net income before
depreciation of $44.8 million and operating working capital sources 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.
Debt Obligation and Credit Facilities
At September 30, 1996, the Partnership had $205.1 million in outstanding
long-term debt and $8.9 million in current debt representing the First
Mortgage Notes of Buckeye Pipe Line Company, L.P. ("Buckeye"). 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.
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, 1996, there were no outstanding
borrowings under these facilities.
At September 30, 1996, the ratio of total debt to total capital was 44
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, 1996, approximately 91 percent of total consolidated
assets consisted of property, plant and equipment.
Capital expenditures during the nine months ended September 30, 1996
totaled $7.3 million compared to $11.7 million during the nine months ended
September 30, 1995. During both periods, capital expenditures were paid
from internally generated funds.
Part II - Other Information
Item 1. Legal Proceedings
For information concerning the Partnership's legal proceedings, see Item 3
of the Partnership's Form 10-K for the fiscal year ended December 31, 1995.
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, 1996.
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 22, 1996 By: /s/ Steven C. Ramsey
Steven C. Ramsey
Senior Vice President, Finance
and Chief Financial Officer
(Principal Accounting and
Financial Officer)
INDEX TO EXHIBITS
Exhibit Number Description Page
11 Computation of Earnings Per Unit