SOURCE: Buckeye Partners, L.P.

Buckeye Partners, L.P.

February 11, 2011 08:21 ET

Buckeye Partners, L.P. Reports 2010 Fourth-Quarter and Full Year Results; Increases Quarterly Cash Distribution

HOUSTON, TX--(Marketwire - February 11, 2011) - Buckeye Partners, L.P. ("Buckeye") (NYSE: BPL) today reported net income attributable to Buckeye's unitholders for the fourth quarter of 2010 of $8.4 million, or $0.19 per limited partner ("LP") unit, compared to net income attributable to Buckeye's unitholders for the fourth quarter of 2009 of $18.6 million, or $0.93 per LP unit. Buckeye's equity-funded merger with Buckeye GP Holdings L.P. ("BGH") in the fourth quarter of 2010 has been treated as a reverse merger for accounting purposes. As a result, the historical results reported for periods prior to the completion of the merger are those of BGH, and the diluted weighted average number of LP units outstanding increased from 20.0 million in the fourth quarter of 2009 to 44.3 million in the fourth quarter of 2010. Additionally, Buckeye incurred a non-cash charge to compensation expense of $21.1 million in the fourth quarter of 2010 as a result of a distribution of LP units owned by BGH GP Holdings, LLC to certain officers of Buckeye, which triggered a revaluation of an equity incentive plan that had been instituted in 2007.

Buckeye's Adjusted EBITDA (as defined below) for the fourth quarter of 2010 was $100.0 million versus Adjusted EBITDA of $106.7 million in the fourth quarter of 2009. Adjusted EBITDA for the full year increased 3.3 percent to $382.6 million from $370.2 million in 2009. Operating income for the fourth quarter and full year 2010 was $58.6 million and $279.5 million, respectively, compared to operating income for the fourth quarter and full year 2009 of $95.5 million and $203.8 million, respectively. Fourth quarter operating income before special charges (as defined below) was $79.6 million compared to operating income before special charges of $85.6 million in the prior year period. Operating income before special charges for full year 2010 increased 1.7 percent to $300.6 million from $295.6 million for 2009.

"The fourth quarter of 2010 was very active for Buckeye," stated Forrest E. Wylie, Chairman and CEO. "We closed our merger with BGH, acquired a marine terminal in Puerto Rico, and entered into an agreement to acquire another world-class marine terminal in the Bahamas, all while maintaining our focus on core operations. Excluding $4.1 million in acquisition expenses incurred in the fourth quarter of 2010 and a $7.2 million property tax settlement received in the prior year period, Adjusted EBITDA would have been $104.1 million in the fourth quarter of 2010, up from $99.5 million in the fourth quarter of 2009. This 4.6 percent increase reflects an overall improvement in our operating results. We saw year over year pipeline transportation volumes increase for the second consecutive quarter. Fourth quarter volumes were up 5.1 percent compared to the same period in 2009, excluding the NGL pipeline that we sold in the first quarter of 2010. Our Terminalling & Storage segment also had another growth quarter. Excluding the $4.1 million in acquisition expenses, Adjusted EBITDA for the segment would have been up $6.0 million, or approximately 24 percent, compared to the fourth quarter of 2009."

"Beyond our core operations, we completed the merger with our general partner, which lowered our cost of equity capital and improved our ability to compete for more accretive acquisitions," continued Wylie. "We also completed the acquisition of a marine refined products terminal in Puerto Rico that has 4.6 million barrels of storage capacity as well as the acquisition of a refined products terminal in Louisiana. Of particular importance was our December 20 announcement that we had agreed to acquire an 80 percent interest in Bahamas Oil Refining Company International Limited, or BORCO. We closed that transaction in early 2011, and expect to acquire the remaining 20 percent of the company in the near term. The acquisition of BORCO is an excellent example of how our lower cost of equity capital significantly improves our competitive position in the market for acquisition opportunities."

Buckeye also announced today that its general partner declared a cash distribution of $0.9875 per LP unit for the quarter ended December 31, 2010. Class B unitholders will not receive a distribution of cash, but instead will be issued additional Class B units pursuant to Buckeye's partnership agreement. The distribution will be payable on February 28, 2011 to unitholders of record on February 21, 2011. This cash distribution is the 27th consecutive increase in the quarterly cash distribution and represents a 5.3 percent increase over the $0.9375 per LP unit distribution declared for the fourth quarter of 2009. Buckeye has paid cash distributions in each quarter since its formation in 1986.

Buckeye will host a conference call with members of executive management today, February 11, 2011, at 11:00 a.m. Eastern Time. To access the live Webcast of the call, go to http://www.visualwebcaster.com/event.asp?id=76386 10 minutes prior to its start. Interested parties may participate in the call by dialing 866-226-1792. A replay will be archived and available at this link until March 11, 2011, and the replay also may be accessed by dialing 800-408-3053 and entering passcode 6831614.

Buckeye (www.buckeye.com) is a publicly traded partnership that owns and operates one of the largest independent refined petroleum products pipeline systems in the United States in terms of volumes delivered, with approximately 5,400 miles of pipeline. Buckeye also owns 69 active refined petroleum products terminals with approximately 53 million barrels of storage capacity, operates and maintains approximately 2,600 miles of pipeline under agreements with major oil and chemical companies, owns a major natural gas storage facility in northern California, and markets refined petroleum products in certain of the geographic areas served by its pipeline and terminal operations.

EBITDA, a measure not defined under U.S. generally accepted accounting principles ("GAAP"), is defined by Buckeye as net income attributable to Buckeye's unitholders before interest and debt expense, income taxes, and depreciation and amortization. The EBITDA measure eliminates the significant level of non-cash depreciation and amortization expense that results from the capital-intensive nature of Buckeye's businesses and from intangible assets recognized in business combinations. In addition, EBITDA is unaffected by Buckeye's capital structure due to the elimination of interest and debt expense and income taxes. Adjusted EBITDA, which also is a non-GAAP measure, is defined by Buckeye as EBITDA plus: (i) non-cash deferred lease expense, which is the difference between the estimated annual land lease expense for Buckeye's natural gas storage facility in the Natural Gas Storage segment to be recorded under GAAP and the actual cash to be paid for such annual land lease, (ii) non-cash unit-based compensation expense, (iii) the 2009 non-cash impairment expense related to the natural gas liquids pipeline that Buckeye sold in January 2010 (the "Buckeye NGL Pipeline"), (iv) the 2009 expense for organizational restructuring (the "Organizational Restructuring Expense"), (v) the 2010 non-cash BGH GP Holdings, LLC equity plan modification expense (the "Equity Plan Modification Expense"), and (vi) income attributable to noncontrolling interests related to Buckeye for periods prior to the merger of Buckeye and BGH (the "Merger"). The EBITDA and Adjusted EBITDA data presented may not be directly comparable to similarly titled measures at other companies because EBITDA and Adjusted EBITDA exclude some items that affect net income attributable to Buckeye's unitholders, and these measures may be defined differently by other companies. Management of Buckeye uses Adjusted EBITDA to evaluate the consolidated operating performance and the operating performance of the business segments and to allocate resources and capital to the business segments. In addition, Buckeye's management uses Adjusted EBITDA as a performance measure to evaluate the viability of proposed projects and to determine overall rates of return on alternative investment opportunities.

This press release also includes Adjusted EBITDA excluding acquisition expenses and a property tax settlement, which is a non-GAAP measure derived by excluding from Adjusted EBITDA transaction expenses related to our acquisition of BORCO and income from a one-time cash receipt pursuant to a tax settlement with the City of New York. In addition, the schedules to this press release include net income attributable to Buckeye's unitholders (before special charges), which is a non-GAAP measure derived by excluding from net income attributable to Buckeye's unitholders items recognizing the Buckeye NGL Pipeline impairment expense, the Organizational Restructuring Expense, and the Equity Plan Modification Expense, and operating income before special charges, which is a non-GAAP measure derived by excluding from operating income items recognizing the Buckeye NGL Pipeline impairment expense, the Organizational Restructuring Expense, and the Equity Plan Modification Expense. Buckeye's management believes Adjusted EBITDA excluding acquisition expenses and property tax settlement, net income attributable to Buckeye's unitholders (before special charges), and operating income before special charges are useful measures for investors because they allow comparison of Buckeye's results from core operations from period to period.

Distributable cash flow, which is a financial measure included in the schedules to this press release, is another measure not defined under GAAP. Distributable cash flow is defined by Buckeye as net income attributable to Buckeye's unitholders, plus: (i) depreciation and amortization expense, (ii) noncontrolling interests related to Buckeye that were eliminated as a result of the Merger, (iii) deferred lease expense for Buckeye's Natural Gas Storage segment, (iv) non-cash unit-based compensation expense, (v) Equity Plan Modification Expense, (vi) the Buckeye NGL Pipeline impairment expense, (vii) the senior administrative charge, and (viii) the Organizational Restructuring Expense (items (i) through (vii) of which are non-cash expense); minus maintenance capital expenditures. Buckeye's management believes that distributable cash flow is useful to investors because it removes non-cash items from net income and provides a clearer picture of Buckeye's cash available for distribution to its unitholders.

EBITDA, Adjusted EBITDA, Adjusted EBITDA excluding acquisition expenses and property tax settlement, net income attributable to Buckeye's limited partners (before special charges), operating income before special charges, and distributable cash flow should not be considered alternatives to net income, operating income, cash flow from operations, or any other measure of financial performance presented in accordance with GAAP.

Buckeye believes that investors benefit from having access to the same financial measures used by Buckeye's management. Further, Buckeye believes that these measures are useful to investors because they are one of the bases for comparing Buckeye's operating performance with that of other companies with similar operations, although Buckeye's measures may not be directly comparable to similar measures used by other companies. Please see the attached reconciliations of each of EBITDA, Adjusted EBITDA, Adjusted EBITDA excluding acquisition expenses and property tax settlement, net income attributable to Buckeye's limited partners (before special charges), operating income before special charges, and distributable cash flow to net income attributable to Buckeye's unitholders.

This press release includes forward-looking statements that we believe to be reasonable as of today's date. Such statements are identified by use of the words "anticipates," "believes," "estimates," "expects," "intends," "plans," "predicts," "projects," "should," and similar expressions. Actual results may differ significantly because of risks and uncertainties that are difficult to predict and that may be beyond our control. Among them are (1) changes in federal, state, local and foreign laws or regulations to which we are subject, including those that permit the treatment of us as a partnership for federal income tax purposes, (2) terrorism, adverse weather conditions, including hurricanes, environmental releases, and natural disasters, (3) changes in the marketplace for our products or services, such as increased competition, better energy efficiency, or general reductions in demand, (4) adverse regional, national or international economic conditions, adverse capital market conditions, and adverse political developments, (5) shutdowns or interruptions at the source points for the products we transport, store, or sell, (6) unanticipated capital expenditures in connection with the construction, repair, or replacement of our assets, (7) volatility in the price of refined petroleum products and the value of natural gas storage services, (8) nonpayment or nonperformance by our customers, (9) our ability to realize efficiencies expected to result from our previously announced reorganization, and (10) our ability to integrate acquired assets with our existing assets and to realize anticipated cost savings and other efficiencies. You should read our filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2009 and our subsequently filed Quarterly Reports on Form 10-Q, for a more extensive list of factors that could affect results. We undertake no obligation to revise our forward-looking statements to reflect events or circumstances occurring after today's date.

                          BUCKEYE PARTNERS, L.P.
                  CONSOLIDATED STATEMENTS OF OPERATIONS
                  (In thousands, except per unit amounts)
                                (Unaudited)

                           Three Months Ended            Year Ended
                              December 31,              December 31,
                        ------------------------  ------------------------
                            2010         2009         2010         2009
                        -----------  -----------  -----------  -----------
Revenues:
Product sales           $   835,252  $   396,909  $ 2,469,210  $ 1,125,653
Transportation and
 other services             182,709      181,959      682,058      644,719
                        -----------  -----------  -----------  -----------
  Total revenue           1,017,961      578,868    3,151,268    1,770,372
                        -----------  -----------  -----------  -----------

Costs and expenses:
Cost of product sales
 and natural gas
 storage services           833,645      400,392    2,462,275    1,103,015
Operating expenses           74,208       67,088      278,245      275,930
Depreciation and
 amortization                15,331       14,638       59,590       54,699
Asset impairment
 expense                          -      (12,816)           -       59,724
General and
 administrative              15,161       11,140       50,599       41,147
Equity plan
 modification expense        21,058            -       21,058            -
Reorganization expense            -        2,948            -       32,057
                        -----------  -----------  -----------  -----------
  Total costs and
   expenses                 959,403      483,390    2,871,767    1,566,572
                        -----------  -----------  -----------  -----------

Operating income             58,558       95,478      279,501      203,800
                        -----------  -----------  -----------  -----------

Other income (expense):
Earnings from equity
 investments                  2,556        3,500       11,363       12,531
Interest and debt
 expense                    (24,081)     (21,117)     (89,169)     (75,147)
Other income (expense)       (1,067)          94         (687)         453
                        -----------  -----------  -----------  -----------
  Total other expense       (22,592)     (17,523)     (78,493)     (62,163)
                        -----------  -----------  -----------  -----------

Net income                   35,966       77,955      201,008      141,637
  Less: net income
   attributable to
   noncontrolling
   interests                (27,604)     (59,377)    (157,928)     (92,043)
                        -----------  -----------  -----------  -----------

Net income attributable
 to Buckeye Partners,
 L.P.                   $     8,362  $    18,578  $    43,080  $    49,594
                        ===========  ===========  ===========  ===========

Earnings per limited
 partner unit:
  Basic                 $      0.19  $      0.93  $      1.66  $      2.49
                        ===========  ===========  ===========  ===========
  Diluted               $      0.19  $      0.93  $      1.65  $      2.49
                        ===========  ===========  ===========  ===========

Weighted average number
 of limited partner
 units outstanding:
  Basic                      44,014       19,952       26,016       19,952
                        ===========  ===========  ===========  ===========
  Diluted                    44,295       19,952       26,086       19,952
                        ===========  ===========  ===========  ===========




                          BUCKEYE PARTNERS, L.P.
                  SELECTED FINANCIAL AND OPERATING DATA
                              (In thousands)
                                (Unaudited)

                               Three Months Ended         Year Ended
                                  December 31,           December 31,
                              --------------------  ----------------------
                                 2010       2009       2010        2009
                              ----------  --------  ----------  ----------
Revenue:
 Pipeline Operations          $  101,429  $ 98,583  $  400,926  $  392,667
 Terminalling & Storage           49,961    42,468     175,000     136,576
 Natural Gas Storage              27,019    38,838      95,337      99,163
 Energy Services                 844,611   396,450   2,481,566   1,125,013
 Development & Logistics          10,314     8,690      37,696      34,136
 Intersegment eliminations       (15,373)   (6,161)    (39,257)    (17,183)
                              ----------  --------  ----------  ----------
   Total revenue              $1,017,961  $578,868  $3,151,268  $1,770,372
                              ==========  ========  ==========  ==========

Operating income (loss):
 Pipeline Operations          $   32,704  $ 58,749  $  171,595  $   93,957
 Terminalling & Storage           19,238    21,989      89,933      61,084
 Natural Gas Storage               6,521    11,002      16,069      30,574
 Energy Services                     (80)    2,682      (1,367)     13,086
 Development & Logistics             175     1,056       3,271       5,099
                              ----------  --------  ----------  ----------
   Total operating income     $   58,558  $ 95,478  $  279,501  $  203,800
                              ==========  ========  ==========  ==========

Total costs and expenses: (1)
 Pipeline Operations          $   68,725  $ 39,834  $  229,331  $  298,710
 Terminalling & Storage           30,723    20,479      85,067      75,492
 Natural Gas Storage              20,498    27,836      79,268      68,589
 Energy Services                 844,691   393,768   2,482,933   1,111,927
 Development & Logistics          10,139     7,634      34,425      29,037
 Intersegment eliminations       (15,373)   (6,161)    (39,257)    (17,183)
                              ----------  --------  ----------  ----------
   Total costs and expenses   $  959,403  $483,390  $2,871,767  $1,566,572
                              ==========  ========  ==========  ==========

Depreciation and
 amortization:
 Pipeline Operations          $    9,504  $  9,051  $   36,799  $   35,533
 Terminalling & Storage            2,470     1,857       9,521       7,258
 Natural Gas Storage               1,670     2,028       6,594       5,971
 Energy Services                   1,231     1,258       4,933       4,204
 Development & Logistics             456       444       1,743       1,733
                              ----------  --------  ----------  ----------
   Total depreciation and
    amortization              $   15,331  $ 14,638  $   59,590  $   54,699
                              ==========  ========  ==========  ==========

Adjusted EBITDA:
 Pipeline Operations          $   58,609  $ 61,725  $  235,405  $  229,576
 Terminalling & Storage           26,725    24,801     106,387      72,588
 Natural Gas Storage              11,483    14,448      29,794      41,950
 Energy Services                   1,521     4,436       5,861      19,335
 Development & Logistics           1,693     1,257       5,193       6,718
                              ----------  --------  ----------  ----------
   Adjusted EBITDA            $  100,031  $106,667  $  382,640  $  370,167
                              ==========  ========  ==========  ==========

Capital additions, net: (2)
 Pipeline Operations          $   24,023  $ 13,648  $   46,036  $   34,461
 Terminalling & Storage            3,375     7,277      19,491      22,463
 Natural Gas Storage                 862     4,149       8,328      23,033
 Energy Services                     126     3,263       2,961       6,236
 Development & Logistics              38       169         883       1,116
                              ----------  --------  ----------  ----------
   Total capital additions,
    net                       $   28,424  $ 28,506  $   77,699  $   87,309
                              ==========  ========  ==========  ==========

Summary of capital additions,
 net:  (2)
 Maintenance capital
  expenditures                $   12,731  $ 11,627  $   31,244  $   23,496
 Expansion and cost reduction     15,693    16,879      46,455      63,813
                              ----------  --------  ----------  ----------
   Total capital additions,
    net                       $   28,424  $ 28,506  $   77,699  $   87,309
                              ==========  ========  ==========  ==========

(1) Includes depreciation and amortization.  2010 periods include equity
    plan modification expense. 2009 periods include asset impairment
    expense and reorganization expense.

(2) Amounts exclude accruals for capital expenditures.

                                                         December 31,
                                                    ----------------------
Key Balance Sheet information:                         2010       2009
                                                    ----------  ----------
Cash and cash equivalents                           $   13,626  $   37,574
Long-term debt                                       1,519,393   1,500,495





                                BUCKEYE PARTNERS, L.P.
                  SELECTED FINANCIAL AND OPERATING DATA - Continued
                                    (Unaudited)

                                             Three Months
                                                Ended         Year Ended
                                             December, 31    December, 31
                                            --------------- ---------------
                                             2010    2009    2010    2009
                                            ------- ------- ------- -------
Operating data:
Pipeline Operations Throughput (b/d -
 000s):
  Gasoline                                    632.7   615.4   643.7   650.1
  Jet fuel                                    341.4   318.4   338.5   336.7
  Diesel fuel                                 249.6   224.1   234.4   209.8
  Heating oil                                  83.3    83.7    66.9    74.9
  LPGs                                         13.6    15.2    18.0    16.5
  NGLs                                            -     4.3       -    13.9
  Other products                                4.2     3.8     3.0     8.0
                                            ------- ------- ------- -------
    Total Pipeline Operations Throughput    1,324.8 1,264.9 1,304.5 1,309.9
                                            ======= ======= ======= =======

Pipeline Average Tariff (Cents/bbl.)           73.8    72.5    73.6    72.1

Terminal Throughput (b/d - 000s)  (1)         564.5   475.0   564.3   471.9

Product sales (in millions of gallons)        359.0   199.6 1,139.1   655.1


(1) Reported quantities include volumes from the Albany terminal.
    Previously reported 2009 amounts excluded volumes from the Albany
    terminal.




                                      BUCKEYE PARTNERS, L.P.
                             SELECTED FINANCIAL AND OPERATING DATA
                                     Non-GAAP Reconciliations
                 (In thousands, except per unit amounts and coverage ratio)
                                            (Unaudited)

                                 Three Months Ended        Year Ended
                                    December 31,          December 31,
                                --------------------  --------------------
                                  2010       2009       2010       2009
                                ---------  ---------  ---------  ---------
Adjusted EBITDA:
  Net income attributable to
   Buckeye Partners, L.P.       $   8,362  $  18,578  $  43,080  $  49,594
  Interest and debt expense        24,081     21,117     89,169     75,147
  Income tax expense (benefit)       (484)       (80)      (919)      (343)
  Depreciation and amortization    15,331     14,638     59,590     54,699
                                ---------  ---------  ---------  ---------
  EBITDA                           47,290     54,253    190,920    179,097
  Net income attributable to
   noncontrolling interests
   affected by Merger (for
   periods prior to Merger)(1)     27,262     58,990    157,467     90,381
  Non-cash deferred lease
   expense                          1,059      1,125      4,235      4,500
  Non-cash unit-based
   compensation expense             3,362      2,167      8,960      4,408
  Equity plan modification
   expense                         21,058          -     21,058          -
  Asset impairment expense              -    (12,816)         -     59,724
  Reorganization expense                -      2,948          -     32,057
                                ---------  ---------  ---------  ---------
  Adjusted EBITDA               $ 100,031  $ 106,667  $ 382,640  $ 370,167
                                =========  =========  =========  ========= 

Distributable Cash Flow:
  Net income attributable to
   Buckeye Partners, L.P.       $   8,362  $  18,578  $  43,080  $  49,594
  Depreciation and amortization    15,331     14,638     59,590     54,699
  Net income attributable to
   noncontrolling interests
   affected by Merger (for
   periods prior to Merger) (1)    27,262     58,990    157,467     90,381
  Non-cash deferred lease
   expense                          1,059      1,125      4,235      4,500
  Non-cash unit-based
   compensation expense             3,362      2,167      8,960      4,408
  Equity plan modification
   expense                         21,058          -     21,058          -
  Asset impairment expense              -    (12,816)         -     59,724
  Reorganization expense                -      2,948          -     32,057
  Non-cash senior
   administrative charge                -          -          -        475
  Maintenance capital
   expenditures                   (12,731)   (11,627)   (31,244)   (23,496)
                                ---------  ---------  ---------  ---------
  Distributable cash flow       $  63,703  $  74,003  $ 263,146  $ 272,342
                                =========  =========  =========  =========

  Distributions for Coverage
   Ratio (2)                    $  70,698  $  60,968  $ 259,315  $ 237,687
                                =========  =========  =========  =========

  Coverage Ratio                     0.90       1.21       1.01       1.15
                                =========  =========  =========  =========


(1) Represents merger between Buckeye Partners, L.P. and Buckeye GP
    Holdings L.P. in November 2010.
(2) Represents cash distributions declared for respective periods.  2010
    amounts reflect estimated distributions for limited partner units
    outstanding as of December 31, 2010.





                          BUCKEYE PARTNERS, L.P.
                  SELECTED FINANCIAL AND OPERATING DATA
                   Non-GAAP Reconciliations - Continued
        (In thousands, except per unit amounts and coverage ratio)
                                (Unaudited)

                                 Three Months Ended        Year Ended
                                    December 31,          December 31,
                                --------------------  --------------------
                                  2010       2009       2010       2009
                                ---------  ---------  ---------  ---------

Net income attributable to
 limited partners (before
 special charges):
  Net income as reported        $  35,966  $  77,955  $ 201,008  $ 141,637
  Add: Asset impairment expense         -    (12,816)         -     59,724
  Add: Reorganization expense           -      2,948          -     32,057
  Add: Equity plan modification
   expense                         21,058          -     21,058          -
                                ---------  ---------  ---------  ---------
  Net income (as adjusted)         57,024     68,087    222,066    233,418
  Less:  Net income
   attributable to
   noncontrolling interests
  (as adjusted)                   (27,604)   (49,362)  (157,928)  (183,871)
                                ---------  ---------  ---------  ---------
  Net income attributable to
   Buckeye Partners, L.P. (as
   adjusted)                    $  29,420  $  18,725  $  64,138  $  49,547
                                =========  =========  =========  =========


  Earnings per limited partner
   unit-diluted (as adjusted)   $    0.66  $    0.94  $    2.46  $    2.48
                                =========  =========  =========  =========

Operating income before special
 charges:
  Operating income              $  58,558  $  95,478  $ 279,501  $ 203,800
  Asset impairment expense              -    (12,816)         -     59,724
  Reorganization expense                -      2,948          -     32,057
  Equity plan modification
   expense                         21,058          -     21,058          -
                                ---------  ---------  ---------  ---------
  Operating income before
   special charges              $  79,616  $  85,610  $ 300,559  $ 295,581
                                =========  =========  =========  =========

Adjusted EBITDA excluding
 acquisition expenses and
 property tax settlement:

  Adjusted EBITDA               $ 100,031  $ 106,667  $ 382,640  $ 370,167
  Transaction expenses related
   to BORCO acquisition             4,052          -      4,052          -
  Tax settlement with City of
   New York                             -     (7,162)         -     (7,162)
                                ---------  ---------  ---------  ---------
  Adjusted EBITDA excluding
   these items                  $ 104,083  $  99,505  $ 386,692  $ 363,005
                                =========  =========  =========  =========