UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 30, 2012
NuStar Energy L.P.
(Exact name of registrant as specified in its charter)
| Delaware | 001-16417 | 74-2956831 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
2330 North Loop 1604 West
San Antonio, Texas 78248
(Address of principal executive offices)
(210) 918-2000
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01 | Other Events. |
NuStar Energy L.P. is filing this Current Report on Form 8-K to provide a reconciliation of the financial measures earnings before interest, taxes, depreciation and amortization (EBITDA) and distributable cash flow, that are not defined in United States generally accepted accounting principles (GAAP), to their nearest comparable GAAP measures, both overall and on a reportable segment basis.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit Number |
EXHIBIT | |
| Exhibit 99.1 | Supplemental Financial Information. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NUSTAR ENERGY L.P. | ||||||
| By: Riverwalk Logistics, L.P. its general partner | ||||||
| By: NuStar GP, LLC its general partner | ||||||
| Date: January 30, 2012 | By: | /s/ Amy L. Perry | ||||
| Name: Amy L. Perry | ||||||
| Title: Vice President and Corporate Secretary | ||||||
EXHIBIT INDEX
| Exhibit Number |
EXHIBIT | |
| Exhibit 99.1 | Supplemental Financial Information. | |
Exhibit 99.1
Reconciliation of Non-GAAP Financial Information—Segmental
(Unaudited, Dollars in Thousands)
NuStar Energy L.P. utilizes a financial measure, EBITDA, that is not defined in United States generally accepted accounting principles. Management uses this financial measure because it is a widely accepted financial indicator used by investors to compare partnership performance. In addition, management believes that this measure provides investors an enhanced perspective of the operating performance of the partnership's assets. EBITDA is not intended nor presented as an alternative to operating income.
EBITDA should not be considered in isolation or as a substitute for a measure of performance prepared in accordance with United States generally accepted accounting principles. EBITDA in the following reconciliations relate to our operating segments. For purposes of segment reporting we do not allocate general and administrative expenses to our reported operating segments because those expenses relate primarily to the overall management at the entity level. Therefore, EBITDA reflected in the following reconciliations exclude any allocation of general and administrative expenses consistent with our policy for determining segmental operating income, the most directly comparable GAAP measure.
Our independent registered public accounting firm has not completed its audit of NuStar Energy’s financial statements for the year ended December 31, 2011. As a result, the financial results for the full year ended December 31, 2011, which appear below, are subject to change.
The following is a reconciliation of operating income to EBITDA for the Storage Segment:
| Year Ended December 31, | ||||||||||||||||||||||||
| 2006 | 2007 | 2008 | 2009 | 2010 | 2011 | |||||||||||||||||||
| Operating income |
$ | 108,486 | $ | 114,635 | $ | 141,079 | $ | 171,245 | $ | 178,947 | $ | 193,395 | ||||||||||||
| Plus depreciation and amortization expense |
53,121 | 62,317 | 66,706 | 70,888 | 77,071 | 87,737 | ||||||||||||||||||
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| EBITDA |
$ | 161,607 | $ | 176,952 | $ | 207,785 | $ | 242,133 | $ | 256,018 | $ | 281,132 | ||||||||||||
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The following is a reconciliation of operating income to EBITDA for the Transportation Segment:
| Year Ended December 31, | ||||||||||||||||||||||||
| 2006 | 2007 | 2008 | 2009 | 2010 | 2011 | |||||||||||||||||||
| Operating income |
$ | 122,714 | $ | 126,508 | $ | 135,086 | $ | 139,869 | $ | 148,571 | $ | 145,613 | ||||||||||||
| Plus depreciation and amortization expense |
47,145 | 49,946 | 50,749 | 50,528 | 50,617 | 51,175 | ||||||||||||||||||
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| EBITDA |
$ | 169,859 | $ | 176,454 | $ | 185,835 | $ | 190,397 | $ | 199,188 | $ | 196,788 | ||||||||||||
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The following is a reconciliation of operating income to EBITDA for the Asphalt and Fuels Marketing Segment:
| Year Ended December 31, | ||||||||||||||||||||||||
| 2006 | 2007 | 2008 | 2009 | 2010 | 2011 | |||||||||||||||||||
| Operating income |
$ | 26,815 | $ | 21,111 | $ | 112,506 | $ | 60,629 | $ | 90,861 | $ | 85,229 | ||||||||||||
| Plus depreciation and amortization expense |
— | 423 | 14,734 | 19,463 | 20,257 | 22,636 | ||||||||||||||||||
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| EBITDA |
$ | 26,815 | $ | 21,534 | $ | 127,240 | $ | 80,092 | $ | 111,118 | $ | 107,865 | ||||||||||||
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Reconciliation of Non-GAAP Financial Information—Consolidated
(Unaudited, Dollars in Thousands)
NuStar Energy L.P. utilizes two financial measures, EBITDA and distributable cash flow, which are not defined in United States generally accepted accounting principles. Management uses these financial measures because they are widely accepted financial indicators used by investors to compare partnership performance. In addition, management believes that these measures provide investors an enhanced perspective of the operating performance of the partnership's assets and the cash that the business is generating. Neither EBITDA nor distributable cash flow are intended to represent cash flows for the period, nor are they presented as an alternative to net income. They should not be considered in isolation or as substitutes for a measure of performance prepared in accordance with United States generally accepted accounting principles.
Our independent registered public accounting firm has not completed its audit of NuStar Energy’s financial statements for the year ended December 31, 2011. As a result, the financial results for the full year ended December 31, 2011, which appear below, are subject to change.
The following is a reconciliation of net income to EBITDA and distributable cash flow:
| Year Ended December 31, | ||||||||
| 2011 | 2010 | |||||||
| Net income |
$ | 221,601 | $ | 238,970 | ||||
| Plus interest expense, net |
83,681 | 78,280 | ||||||
| Plus income tax expense |
16,879 | 11,741 | ||||||
| Plus depreciation and amortization expense |
168,286 | 153,802 | ||||||
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| EBITDA |
490,447 | 482,793 | ||||||
| Less equity in earnings of joint venture |
(11,458 | ) | (10,500 | ) | ||||
| Less interest expense, net |
(83,681 | ) | (78,280 | ) | ||||
| Less reliability capital expenditures |
(50,339 | ) | (54,031 | ) | ||||
| Less income tax expense |
(16,879 | ) | (11,741 | ) | ||||
| Plus distributions from joint venture |
14,374 | 9,625 | ||||||
| Mark-to-market impact on hedge transactions (a) |
456 | (17,640 | ) | |||||
| Contingent loss adjustment |
3,250 | — | ||||||
| Other non-cash items |
5,093 | — | ||||||
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| Distributable cash flow |
$ | 351,263 | $ | 320,226 | ||||
| EBITDA |
$ | 490,447 | $ | 482,793 | ||||
| EBITDA attributable to noncontrolling interest |
415 | — | ||||||
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| EBITDA attributable to NuStar Energy L.P. |
$ | 490,032 | $ | 482,793 | ||||
| Distributable cash flow |
$ | 351,263 | $ | 320,226 | ||||
| Distributable cash flow attributable to noncontrolling interest |
441 | — | ||||||
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| Distributable cash flow attributable to NuStar Energy L.P. |
$ | 350,822 | $ | 320,226 | ||||
| General partner’s interest in distributable cash flow |
42,956 | 39,531 | ||||||
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| Limited partners’ interest in distributable cash flow |
$ | 307,866 | $ | 280,695 | ||||
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| (a) | Distributable cash flow excludes the impact of unrealized mark-to-market gains and losses that arise from valuing certain derivative contracts, as well as the associated hedged inventory. The gain or loss associated with these contracts is realized in distributable cash flow when the contracts are settled. |