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): July 29, 2011
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) |
(IRS Employer Identification No.) | ||
| 2330 North Loop 1604 West San Antonio, Texas |
78248 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (210) 918-2000
(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 2.02 | Results Of Operations And Financial Condition. |
On July 29, 2011, NuStar Energy L.P., a Delaware limited partnership, issued a press release announcing financial results for the quarter ended June 30, 2011. A copy of the press release announcing the financial results is furnished with this report as Exhibit 99.1, and is incorporated herein by reference.
The information in this report is being furnished, not filed, pursuant to Item 2.02 of Form 8-K. Accordingly, the information in this report, including the press release, will not be incorporated by reference into any registration statement filed by NuStar Energy L.P. under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
NON-GAAP FINANCIAL MEASURES
The press release announcing the earnings discloses certain financial measures, EBITDA, distributable cash flow, and distributable cash flow per unit, that are non-GAAP financial measures as defined under SEC rules. The press release furnishes a reconciliation of these non-GAAP financial measures to their nearest GAAP financial measures. 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. None of EBITDA, distributable cash flow or distributable cash flow per unit is intended to represent cash flows for the period, nor are they presented as an alternative to net income or cash flow from operations. 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.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. | |
| 99.1 | Press Release dated July 29, 2011. | |
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: July 29, 2011 | By: | /s/ Amy L. Perry | ||||
| Amy L. Perry | ||||||
| Vice President and Corporate Secretary | ||||||
EXHIBIT INDEX
| Number |
Exhibit | |
| 99.1 | Press Release dated July 29, 2011. | |
Exhibit 99.1
NuStar Energy L.P. Increases Second Quarter 2011 Distribution
3% over Second Quarter 2010
Exceeds Analyst Expectations and
Reports Record Second Quarter and Year to Date EBITDA results
SAN ANTONIO, July 29, 2011 – NuStar Energy L.P. (NYSE: NS) today announced that its board of directors has declared a second quarter 2011 distribution of $1.095 per unit to be paid on August 12, 2011, to holders of record as of August 9, 2011. . This distribution is $0.03 per unit, or approximately 3%, higher than the second quarter 2010 distribution of $1.065 per unit and $0.02 per unit, or approximately 2%, higher than the first quarter 2011 distribution of $1.075 per unit.
The company also reported second quarter net income applicable to limited partners of $81.8 million, or $1.27 per unit, compared to $89.1 million, or $1.43 per unit, earned in the second quarter of 2010. Without special items in the second quarters of both years, however, the second quarter 2011 results would have been $86.4 million, or $1.34 per unit, which far exceeds the second quarter 2010 adjusted net income applicable to limited partners of $70.7 million, or $1.13 per unit.
Special Items
The second quarter 2011 results included $4.0 million, or $0.06 per unit, net of tax, of expenses related to an asset impairment at one of NuStar’s refined products terminals and the write- off of project costs associated with certain capital projects cancelled during the quarter. As noted above, excluding these and other special items, second quarter 2011 adjusted net income applicable to limited partners would have been $86.4 million, or $1.34 per unit.
The second quarter 2010 results included an $8.8 million, or $0.14 per unit gain, net of tax, related to property insurance proceeds received due to damage caused by Hurricane Ike, which occurred at the Texas City, Texas terminal in the third quarter of 2008. The second quarter 2010 results also included a tax benefit of $8.6 million, or $0.14 per unit, related to the recognition of future tax deductions that were previously expected to expire unused. As noted above, excluding the effect of these and other special items, second quarter 2010 adjusted net income applicable to limited partners would have been $70.7 million, or $1.13 per unit.
For the six months ended June 30, 2011, net income applicable to limited partners was $101.1 million, or $1.57 per unit, compared to $100.6 million, or $1.64 per unit, for the six months ended June 30, 2010.
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Record Earnings
Earnings before interest, taxes, depreciation and amortization (EBITDA) were a record $160 million for the second quarter of 2011 compared to $157.1 million for the second quarter of 2010. For the six months ended June 30, 2011, EBITDA was also a record at $253 million, higher than the $238.2 million for the six months ended June 30, 2010.
“Improved results primarily in our asphalt and fuels marketing segment contributed to our highest-ever second quarter EBITDA results,” said Curt Anastasio, Chief Executive Officer and President of NuStar Energy L.P. and NuStar GP Holdings, LLC. “Strong margins in our asphalt refining and marketing operations, earnings generated by our April 2011 San Antonio refinery acquisition and improved results in our fuels marketing operations all contributed to higher second quarter results in the segment.”
Anastasio added, “Our second quarter storage segment EBITDA was up slightly benefitting primarily from the completion of some internal growth projects in late 2010. As expected, transportation segment results were lower than the second quarter of 2010 due primarily to lower pipeline throughputs.”
Distributable cash flow available to the limited partners for the second quarter of $119.4 million, or $1.85 per unit, was higher than the 2010 second quarter distributable cash flow of $107.2 million, or $1.72 per unit. For the six months ended June 30, 2011, distributable cash flow available to limited partners was $164.5 million, or $2.55 per unit, compared to $130.0 million, or $2.10 per unit for the six months ended June 30, 2010. Distributable cash flow available to limited partners covers the distribution to the limited partners by 1.69 times for the second quarter of 2011 and 1.17 times for the six months ended June 30, 2011.
Full-Year 2011 EBITDA and Distributable Cash Flow Projected to be Higher than 2010
Commenting on the full-year outlook for NuStar Energy L.P., Anastasio said, “We expect 2011 EBITDA and distributable cash flow results to be higher than 2010. We expect EBITDA in our storage segment to be $15 to $25 million higher than 2010, as this segment should continue to benefit from the completion of internal growth projects. EBITDA in our transportation segment should be $10 to $20 million lower due to reduced throughputs caused by the refinery turnaround activity of our customers and changing market conditions.”
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“With regard to the margin-based asphalt and fuels marketing segment earnings from our April 2011 San Antonio refinery acquisition and improved earnings in our crude oil trading operations should cause EBITDA in this segment to be higher than the $111 million of EBITDA earned in 2010.”
A conference call with management is scheduled for 10:00 a.m. ET (9:00 a.m. CT) today, July 29, 2011, to discuss the financial and operational results for the second quarter of 2011. Investors interested in listening to the presentation may call 800/622-7620, passcode 76735865. International callers may access the presentation by dialing 706/645-0327, passcode 76735865. The company intends to have a playback available following the presentation, which may be accessed by calling 800/642-1687, passcode 76735865. A live broadcast of the conference call will also be available on the company’s Web site at www.nustarenergy.com.
NuStar Energy L.P. is a publicly traded, limited partnership based in San Antonio, with 8,417 miles of pipeline; 90 terminal and storage facilities that store and distribute crude oil, refined products and specialty liquids; and two asphalt refineries and a fuels refinery with a combined throughput capacity of 118,500 barrels per day. The partnership’s combined system has over 94 million barrels of storage capacity. One of the largest asphalt refiners and marketers in the U.S. and the second largest independent liquids terminal operator in the nation, NuStar has operations in the United States, Canada, Mexico, the Netherlands, including St. Eustatius in the Caribbean, the United Kingdom and Turkey. For more information, visit NuStar Energy L.P.’s Web site at www.nustarenergy.com.
This release serves as qualified notice to nominees under Treasury Regulation Sections 1.1446-4(b)(4) and (d). Please note that 100% of NuStar’s distributions to foreign investors are attributable to income that is effectively connected with a United States trade or business. Accordingly, all of NuStar’s distributions to foreign investors are subject to federal income tax withholding at the highest effective tax rate for individuals and corporations, as applicable. Nominees, and not NuStar, are treated as the withholding agents responsible for withholding on the distributions received by them on behalf of foreign investors.
Cautionary Statement Regarding Forward-Looking Statements
This press release includes forward-looking statements regarding future events. All forward-looking statements are based on the partnership and company’s beliefs as well as assumptions made by and information currently available to the partnership and company. These statements reflect the partnership and company’s current views with respect to future events and are subject to various risks, uncertainties and assumptions. These risks, uncertainties and assumptions are
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discussed in NuStar Energy L.P. and NuStar GP Holdings, LLC’s 2010 annual reports on Form 10-K and subsequent filings with the Securities and Exchange Commission.
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NuStar Energy L.P. and Subsidiaries
Consolidated Financial Information
(Unaudited, Thousands of Dollars, Except Unit Data and Per Unit Data)
| Three Months
Ended June 30, |
Six Months
Ended June 30, |
|||||||||||||||
| 2011 | 2010 | 2011 | 2010 | |||||||||||||
| Statement of Income Data: |
||||||||||||||||
| Revenues: |
||||||||||||||||
| Services revenues |
$ | 199,615 | $ | 195,087 | $ | 398,008 | $ | 384,382 | ||||||||
| Product sales |
1,389,569 | 929,854 | 2,425,792 | 1,686,088 | ||||||||||||
| Total revenues |
1,589,184 | 1,124,941 | 2,823,800 | 2,070,470 | ||||||||||||
| Costs and expenses: |
||||||||||||||||
| Cost of product sales |
1,269,448 | 842,588 | 2,261,815 | 1,561,809 | ||||||||||||
| Operating expenses |
134,626 | 119,943 | 254,865 | 241,280 | ||||||||||||
| General and administrative expenses |
26,119 | 22,195 | 52,102 | 49,464 | ||||||||||||
| Depreciation and amortization expense |
41,640 | 38,185 | 81,936 | 76,114 | ||||||||||||
| Total costs and expenses |
1,471,833 | 1,022,911 | 2,650,718 | 1,928,667 | ||||||||||||
| Operating income |
117,351 | 102,030 | 173,082 | 141,803 | ||||||||||||
| Equity earnings from joint venture |
2,010 | 2,102 | 4,398 | 5,117 | ||||||||||||
| Interest expense, net |
(20,622 | ) | (18,890 | ) | (41,079 | ) | (37,476 | ) | ||||||||
| Other (expense) income, net |
(967 | ) | 14,816 | (6,466 | ) | 15,117 | ||||||||||
| Income before income tax expense |
97,772 | 100,058 | 129,935 | 124,561 | ||||||||||||
| Income tax expense |
5,167 | 636 | 8,814 | 5,436 | ||||||||||||
| Net income |
$ | 92,605 | $ | 99,422 | $ | 121,121 | $ | 119,125 | ||||||||
| Net income applicable to limited partners |
$ | 81,784 | $ | 89,064 | $ | 101,149 | $ | 100,575 | ||||||||
| Net income per unit applicable to limited partners |
$ | 1.27 | $ | 1.43 | $ | 1.57 | $ | 1.64 | ||||||||
| Weighted average limited partner units outstanding |
64,610,549 | 62,289,670 | 64,610,549 | 61,255,853 | ||||||||||||
| EBITDA (Note 1) |
$ | 160,034 | $ | 157,133 | $ | 252,950 | $ | 238,151 | ||||||||
| Distributable cash flow (Note 1) |
$ | 130,175 | $ | 117,121 | $ | 185,554 | $ | 149,170 | ||||||||
| June 30, 2011 |
June 30, 2010 |
December 31, 2010 |
||||||||||||||
| Balance Sheet Data: |
||||||||||||||||
| Debt, including current portion (a) |
$ | 2,442,244 | $ | 1,846,276 | $ | 2,137,080 | ||||||||||
| Partners’ equity (b) |
2,658,966 | 2,694,908 | 2,702,700 | |||||||||||||
| Debt-to-capitalization ratio (a) / ((a)+(b)) |
47.9 | % | 40.7 | % | 44.2 | % | ||||||||||
NuStar Energy L.P. and Subsidiaries
Consolidated Financial Information - Continued
(Unaudited, Thousands of Dollars, Except Barrel Data)
| Three Months Ended June 30, |
Six Months
Ended June 30, |
|||||||||||||||
| 2011 | 2010 | 2011 | 2010 | |||||||||||||
| Segment Data: |
||||||||||||||||
| Storage: |
||||||||||||||||
| Throughput (barrels/day) |
693,781 | 684,982 | 657,384 | 663,339 | ||||||||||||
| Throughput revenues |
$ | 19,597 | $ | 19,119 | $ | 36,645 | $ | 36,946 | ||||||||
| Storage lease revenues |
119,947 | 109,690 | 239,674 | 218,495 | ||||||||||||
| Total revenues |
139,544 | 128,809 | 276,319 | 255,441 | ||||||||||||
| Operating expenses |
74,895 | 66,955 | 141,844 | 132,033 | ||||||||||||
| Depreciation and amortization expense |
21,801 | 18,989 | 42,931 | 37,655 | ||||||||||||
| Segment operating income |
$ | 42,848 | $ | 42,865 | $ | 91,544 | $ | 85,753 | ||||||||
| Transportation: |
||||||||||||||||
| Refined products pipelines throughput (barrels/day) |
501,948 | 533,979 | 502,277 | 530,678 | ||||||||||||
| Crude oil pipelines throughput (barrels/day) |
283,603 | 398,518 | 297,159 | 380,975 | ||||||||||||
| Total throughput (barrels/day) |
785,551 | 932,497 | 799,436 | 911,653 | ||||||||||||
| Revenues |
$ | 71,562 | $ | 76,958 | $ | 144,572 | $ | 152,220 | ||||||||
| Operating expenses |
28,679 | 29,543 | 54,585 | 58,296 | ||||||||||||
| Depreciation and amortization expense |
12,720 | 12,680 | 25,427 | 25,432 | ||||||||||||
| Segment operating income |
$ | 30,163 | $ | 34,735 | $ | 64,560 | $ | 68,492 | ||||||||
| Asphalt and fuels marketing: |
||||||||||||||||
| Product sales |
$ | 1,390,318 | $ | 929,990 | $ | 2,430,386 | $ | 1,688,920 | ||||||||
| Cost of product sales |
1,274,966 | 847,065 | 2,276,039 | 1,573,799 | ||||||||||||
| Gross margin |
115,352 | 82,925 | 154,347 | 115,121 | ||||||||||||
| Operating expenses |
37,664 | 30,298 | 71,644 | 65,349 | ||||||||||||
| Depreciation and amortization expense |
5,535 | 5,075 | 10,432 | 10,116 | ||||||||||||
| Segment operating income |
$ | 72,153 | $ | 47,552 | $ | 72,271 | $ | 39,656 | ||||||||
| Consolidation and intersegment eliminations: |
||||||||||||||||
| Revenues |
$ | (12,240 | ) | $ | (10,816 | ) | $ | (27,477 | ) | $ | (26,111 | ) | ||||
| Cost of product sales |
(5,518 | ) | (4,477 | ) | (14,224 | ) | (11,990 | ) | ||||||||
| Operating expenses |
(6,612 | ) | (6,853 | ) | (13,208 | ) | (14,398 | ) | ||||||||
| Total |
$ | (110 | ) | $ | 514 | $ | (45 | ) | $ | 277 | ||||||
| Consolidated Information: |
||||||||||||||||
| Revenues |
$ | 1,589,184 | $ | 1,124,941 | $ | 2,823,800 | $ | 2,070,470 | ||||||||
| Cost of product sales |
1,269,448 | 842,588 | 2,261,815 | 1,561,809 | ||||||||||||
| Operating expenses |
134,626 | 119,943 | 254,865 | 241,280 | ||||||||||||
| Depreciation and amortization expense |
40,056 | 36,744 | 78,790 | 73,203 | ||||||||||||
| Segment operating income |
145,054 | 125,666 | 228,330 | 194,178 | ||||||||||||
| General and administrative expenses |
26,119 | 22,195 | 52,102 | 49,464 | ||||||||||||
| Other depreciation and amortization expense |
1,584 | 1,441 | 3,146 | 2,911 | ||||||||||||
| Consolidated operating income |
$ | 117,351 | $ | 102,030 | $ | 173,082 | $ | 141,803 | ||||||||
NuStar Energy L.P. and Subsidiaries
Consolidated Financial Information - Continued
(Unaudited, Thousands of Dollars, Except Per Unit Data)
Notes:
| 1. | 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. |
The following is a reconciliation of net income to EBITDA and distributable cash flow:
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| 2011 | 2010 | 2011 | 2010 | |||||||||||||
| Net income |
$ | 92,605 | $ | 99,422 | $ | 121,121 | $ | 119,125 | ||||||||
| Plus interest expense, net |
20,622 | 18,890 | 41,079 | 37,476 | ||||||||||||
| Plus income tax expense |
5,167 | 636 | 8,814 | 5,436 | ||||||||||||
| Plus depreciation and amortization expense |
41,640 | 38,185 | 81,936 | 76,114 | ||||||||||||
| EBITDA |
160,034 | 157,133 | 252,950 | 238,151 | ||||||||||||
| Less equity earnings from joint ventures |
(2,010 | ) | (2,102 | ) | (4,398 | ) | (5,117 | ) | ||||||||
| Less interest expense, net |
(20,622 | ) | (18,890 | ) | (41,079 | ) | (37,476 | ) | ||||||||
| Less reliability capital expenditures |
(18,145 | ) | (12,131 | ) | (26,153 | ) | (24,486 | ) | ||||||||
| Less income tax expense |
(5,167 | ) | (636 | ) | (8,814 | ) | (5,436 | ) | ||||||||
| Plus distributions from joint venture |
3,806 | 2,650 | 6,729 | 5,050 | ||||||||||||
| Plus other non-cash items |
5,093 | — | 5,093 | — | ||||||||||||
| Mark-to-market impact on hedge transactions (a) |
7,186 | (8,903 | ) | 1,226 | (21,516 | ) | ||||||||||
| Distributable cash flow |
$ | 130,175 | $ | 117,121 | $ | 185,554 | $ | 149,170 | ||||||||
| EBITDA |
$ | 160,034 | $ | 157,133 | $ | 252,950 | $ | 238,151 | ||||||||
| EBITDA attributable to noncontrolling interest |
164 | — | 286 | — | ||||||||||||
| EBITDA attributable to NuStar Energy L.P. |
$ | 159,870 | $ | 157,133 | $ | 252,664 | $ | 238,151 | ||||||||
| Distributable cash flow |
$ | 130,175 | $ | 117,121 | $ | 185,554 | $ | 149,170 | ||||||||
| Distributable cash flow attributable to noncontrolling interest |
190 | — | 301 | — | ||||||||||||
| Distributable cash flow attributable to NuStar Energy L.P. |
$ | 129,985 | $ | 117,121 | $ | 185,253 | $ | 149,170 | ||||||||
| General partner’s interest in distributable cash flow |
10,590 | 9,945 | 20,750 | 19,211 | ||||||||||||
| Limited partners’ interest in distributable cash flow |
$ | 119,395 | $ | 107,176 | $ | 164,503 | $ | 129,959 | ||||||||
| Distributable cash flow per limited partner unit |
$ | 1.85 | $ | 1.72 | $ | 2.55 | $ | 2.10 | ||||||||
| (a) | Distributable cash flow excludes the impact of unrealized mark-to-market gains and losses which arise from valuing certain derivative contracts that hedge a portion of our inventory but do not qualify for hedge accounting treatment. The gain or loss associated with these contracts is realized in distributable cash flow when the contracts are settled. |