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): October 25, 2010
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 October 25, 2010, NuStar Energy L.P., a Delaware limited partnership, issued a press release announcing financial results for the quarter ended September 30, 2010. 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 October 25, 2010. |
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: October 25, 2010 | By: | /s/ Amy L. Perry | ||||
| Amy L. Perry | ||||||
| Vice President and Corporate Secretary | ||||||
EXHIBIT INDEX
| Number |
Exhibit | |
| 99.1 | Press Release dated October 25, 2010. | |
Exhibit 99.1
NuStar Energy L.P. Reports Higher than Anticipated Third Quarter 2010
Earnings and Increases Quarterly Distribution
2010 Fourth Quarter and Full Year results expected to be higher than 2009
SAN ANTONIO, October 25, 2010 – NuStar Energy L.P. (NYSE: NS) today announced distributable cash flow available to limited partners for the third quarter of $84.0 million, or $1.30 per unit, compared to 2009 third quarter distributable cash flow of $61.5 million, or $1.13 per unit.
The partnership also announced that its board of directors has declared a third quarter 2010 distribution of $1.075 per unit, which is $0.01 per unit or approximately 1% higher than the second quarter 2010 and third quarter 2009 distributions of $1.065 per unit. The third quarter 2010 distribution will be paid on November 5, 2010, to holders of record as of November 1, 2010. Distributable cash flow available to limited partners covers the distribution to the limited partners by 1.21 times for the third quarter of 2010.
NuStar Energy L.P. reported third quarter net income applicable to limited partners of $58.4 million, or $0.90 per unit, compared to $56.1 million, or $1.03 per unit, earned in the third quarter of 2009. Earnings before interest, taxes, depreciation and amortization (EBITDA) were $131.0 million for the third quarter of 2010 compared to $124.4 million for the third quarter of 2009.
“I am excited to announce that our third quarter results were better than we expected when earnings guidance was provided in early August,” said Curt Anastasio, Chief Executive Officer and President of NuStar Energy L.P. and NuStar GP Holdings, LLC. “Higher than projected throughputs on our crude, refined products and ammonia pipelines and improved asphalt margins in our asphalt and fuels marketing segment caused our results to be higher than anticipated.”
“I am particularly pleased that, all three of our business segments generated higher operating income and EBITDA in the third quarter of 2010 and for the nine months ended September 30, 2010 when compared to the same periods in 2009. As a result of these strong results, we were able to increase our third quarter 2010 distribution,” said Anastasio.
-More-
Fourth Quarter and Full-Year 2010 EBITDA Projected to be Higher than 2009
“For the fourth quarter of 2010, we are projecting EBITDA to be in the range of $110 to $130 million, which would be the highest fourth quarter in our history and $20 to $40 million higher than the fourth quarter of 2009. Incremental EBITDA from internal growth projects coming online in the storage segment, additional profits attributable to the Mobile County, Alabama storage terminal acquisition that was completed in May 2010, and increased earnings from our fuels marketing operations will contribute to increased EBITDA in the fourth quarter of 2010,” said Anastasio.
Commenting on the full-year outlook for the fee-based storage and transportation business segments, Anastasio said, “We expect incremental EBITDA in our storage segment to be $14 to $18 million higher than 2009. This is lower than previous guidance largely because the start-up of one of our internal growth projects has been delayed by approximately 30 days and vessel activity at our St. Eustatius terminal has been negatively impacted by tropical storms during the third quarter. The good news is that EBITDA in our transportation segment is now projected to be $5 to $10 million higher than 2009 due to higher throughputs and a customer turnaround being delayed until 2011.”
In regard to the margin-based asphalt and fuels marketing segment Anastasio added, “Improving asphalt margins in the third and fourth quarters of 2010 as well as continued strong earnings results in our fuels marketing operations should cause EBITDA in this segment to be $25 to $35 million higher than the $80 million of EBITDA earned last year.”
Turkey Terminal Acquisition
“We expect to close our previously announced $50 to $60 million acquisition of a 75% controlling interest in a joint venture in Mersin, Turkey in December 2010. The joint venture will own two terminals with a storage capacity of 1.3 million barrels, a two-thirds interest in an off-shore ship platform, and land that can be used for the construction of additional terminal operations. The transaction is expected to be immediately accretive to NuStar Energy’s distributable cash flow per unit,” said Anastasio.
Eagle Ford Shale Project
“Last week NuStar and Koch Pipeline Company reached agreement on a pipeline connection and capacity lease agreement. Under this agreement, NuStar will reactivate a previously idled pipeline in South Texas that will now be utilized to transport Eagle Ford Shale crude oil production to Corpus Christi, Texas refineries and terminals. We expect this project to be completed and in service in the second quarter of 2011,” stated Anastasio.
“With the EBITDA benefits from our large strategic capital spending program and our upcoming Turkey terminal acquisition, EBITDA and distributable cash flow growth should continue into 2011 and beyond,” said Anastasio.
A conference call with management is scheduled for 3:00 p.m. ET (2:00 p.m. CT) today, October 25, 2010, to discuss the financial and operational results for the third quarter of 2010. Investors interested in listening to the presentation may call 800/622-7620, passcode 12873811. International callers may access the presentation by dialing 706/645-0327, passcode 12873811. The company intends to have a playback available following the presentation, which may be accessed by calling 800/642-1687, passcode 12873811. 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; 88 terminal and storage facilities that store and distribute crude oil, refined products and specialty liquids; and two asphalt refineries with a combined throughput capacity of 104,000 barrels per day. The partnership’s combined system has over 93 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, the Netherlands Antilles, Canada, Mexico, the Netherlands and the United Kingdom. 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 discussed in NuStar Energy L.P. and NuStar GP Holdings, LLC’s 2009 annual reports on Form 10-K and subsequent filings with the Securities and Exchange Commission.
NuStar Energy L.P. and Subsidiaries
Consolidated Financial Information
(Unaudited, Thousands of Dollars, Except Unit Data and Per Unit Data)
| Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| 2010 | 2009 | 2010 | 2009 | |||||||||||||
| Statement of Income Data: |
||||||||||||||||
| Revenues: |
||||||||||||||||
| Services revenues |
$ | 201,390 | $ | 190,439 | $ | 585,772 | $ | 549,133 | ||||||||
| Product sales |
936,989 | 1,060,808 | 2,623,077 | 2,323,960 | ||||||||||||
| Total revenues |
1,138,379 | 1,251,247 | 3,208,849 | 2,873,093 | ||||||||||||
| Costs and expenses: |
||||||||||||||||
| Cost of product sales |
860,942 | 989,868 | 2,422,751 | 2,138,524 | ||||||||||||
| Operating expenses |
121,748 | 118,190 | 363,028 | 332,017 | ||||||||||||
| General and administrative expenses |
26,860 | 19,213 | 76,324 | 67,529 | ||||||||||||
| Depreciation and amortization expense |
38,539 | 36,786 | 114,653 | 108,323 | ||||||||||||
| Total costs and expenses |
1,048,089 | 1,164,057 | 2,976,756 | 2,646,393 | ||||||||||||
| Operating income |
90,290 | 87,190 | 232,093 | 226,700 | ||||||||||||
| Equity earnings from joint venture |
2,454 | 2,374 | 7,571 | 7,698 | ||||||||||||
| Interest expense, net |
(20,583 | ) | (19,791 | ) | (58,059 | ) | (60,526 | ) | ||||||||
| Other (expense) income, net |
(235 | ) | (1,961 | ) | 14,882 | 25,883 | ||||||||||
| Income before income tax expense |
71,926 | 67,812 | 196,487 | 199,755 | ||||||||||||
| Income tax expense |
3,616 | 3,372 | 9,052 | 12,225 | ||||||||||||
| Net income |
$ | 68,310 | $ | 64,440 | $ | 187,435 | $ | 187,530 | ||||||||
| Net income applicable to limited partners |
$ | 58,375 | $ | 56,097 | $ | 158,950 | $ | 162,865 | ||||||||
| Net income per unit applicable to limited partners |
$ | 0.90 | $ | 1.03 | $ | 2.55 | $ | 2.99 | ||||||||
| Weighted average limited partner units outstanding |
64,610,549 | 54,460,549 | 62,386,373 | 54,460,549 | ||||||||||||
| EBITDA (Note 1) |
$ | 131,048 | $ | 124,389 | $ | 369,199 | $ | 368,604 | ||||||||
| Distributable cash flow (Note 1) |
$ | 94,202 | $ | 69,920 | $ | 243,372 | $ | 279,292 | ||||||||
| September 30, 2010 |
September 30, 2009 |
December 31, 2009 |
||||||||||||||
| Balance Sheet Data: |
||||||||||||||||
| Debt, including current portion (a) |
$ | 1,990,507 | $ | 1,925,792 | $ | 1,849,763 | ||||||||||
| Partners’ equity (b) |
2,690,235 | 2,217,240 | 2,484,968 | |||||||||||||
| Debt-to-capitalization ratio (a) / ((a)+(b)) |
42.5 | % | 46.5 | % | 42.7 | % | ||||||||||
NuStar Energy L.P. and Subsidiaries
Consolidated Financial Information - Continued
(Unaudited, Thousands of Dollars, Except Barrel Data)
| Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| 2010 | 2009 | 2010 | 2009 | |||||||||||||
| Segment Data: |
||||||||||||||||
| Storage: |
||||||||||||||||
| Throughput (barrels/day) |
673,121 | 708,281 | 666,635 | 667,005 | ||||||||||||
| Throughput revenues |
$ | 19,139 | $ | 19,892 | $ | 56,085 | $ | 59,648 | ||||||||
| Storage lease revenues |
111,998 | 105,341 | 330,493 | 300,700 | ||||||||||||
| Total revenues |
131,137 | 125,233 | 386,578 | 360,348 | ||||||||||||
| Operating expenses |
66,153 | 63,166 | 198,186 | 176,794 | ||||||||||||
| Depreciation and amortization expense |
19,349 | 18,034 | 57,004 | 52,472 | ||||||||||||
| Segment operating income |
$ | 45,635 | $ | 44,033 | $ | 131,388 | $ | 131,082 | ||||||||
| Transportation: |
||||||||||||||||
| Refined products pipelines throughput (barrels/day) |
526,825 | 544,345 | 529,380 | 576,165 | ||||||||||||
| Crude oil pipelines throughput (barrels/day) |
382,845 | 318,567 | 381,606 | 350,034 | ||||||||||||
| Total throughput (barrels/day) |
909,670 | 862,912 | 910,986 | 926,199 | ||||||||||||
| Revenues |
$ | 80,597 | $ | 78,015 | $ | 232,817 | $ | 221,151 | ||||||||
| Operating expenses |
30,488 | 29,966 | 88,784 | 82,856 | ||||||||||||
| Depreciation and amortization expense |
12,597 | 12,624 | 38,029 | 37,901 | ||||||||||||
| Segment operating income |
$ | 37,512 | $ | 35,425 | $ | 106,004 | $ | 100,394 | ||||||||
| Asphalt and fuels marketing: |
||||||||||||||||
| Product sales |
$ | 937,074 | $ | 1,060,808 | $ | 2,625,994 | $ | 2,323,960 | ||||||||
| Cost of product sales |
864,904 | 993,648 | 2,438,703 | 2,150,450 | ||||||||||||
| Gross margin |
72,170 | 67,160 | 187,291 | 173,510 | ||||||||||||
| Operating expenses |
31,575 | 34,128 | 96,924 | 93,676 | ||||||||||||
| Depreciation and amortization expense |
5,138 | 4,922 | 15,254 | 14,536 | ||||||||||||
| Segment operating income |
$ | 35,457 | $ | 28,110 | $ | 75,113 | $ | 65,298 | ||||||||
| Consolidation and intersegment eliminations: |
||||||||||||||||
| Revenues |
$ | (10,429 | ) | $ | (12,809 | ) | $ | (36,540 | ) | $ | (32,366 | ) | ||||
| Cost of product sales |
(3,962 | ) | (3,780 | ) | (15,952 | ) | (11,926 | ) | ||||||||
| Operating expenses |
(6,468 | ) | (9,070 | ) | (20,866 | ) | (21,309 | ) | ||||||||
| Total |
$ | 1 | $ | 41 | $ | 278 | $ | 869 | ||||||||
| Consolidated Information: |
||||||||||||||||
| Revenues |
$ | 1,138,379 | $ | 1,251,247 | $ | 3,208,849 | $ | 2,873,093 | ||||||||
| Cost of product sales |
860,942 | 989,868 | 2,422,751 | 2,138,524 | ||||||||||||
| Operating expenses |
121,748 | 118,190 | 363,028 | 332,017 | ||||||||||||
| Depreciation and amortization expense |
37,084 | 35,580 | 110,287 | 104,909 | ||||||||||||
| Segment operating income |
118,605 | 107,609 | 312,783 | 297,643 | ||||||||||||
| General and administrative expenses |
26,860 | 19,213 | 76,324 | 67,529 | ||||||||||||
| Other depreciation and amortization expense |
1,455 | 1,206 | 4,366 | 3,414 | ||||||||||||
| Consolidated operating income |
$ | 90,290 | $ | 87,190 | $ | 232,093 | $ | 226,700 | ||||||||
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 September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| 2010 | 2009 | 2010 | 2009 | |||||||||||||
| Net income |
$ | 68,310 | $ | 64,440 | $ | 187,435 | $ | 187,530 | ||||||||
| Plus interest expense, net |
20,583 | 19,791 | 58,059 | 60,526 | ||||||||||||
| Plus income tax expense |
3,616 | 3,372 | 9,052 | 12,225 | ||||||||||||
| Plus depreciation and amortization expense |
38,539 | 36,786 | 114,653 | 108,323 | ||||||||||||
| EBITDA |
131,048 | 124,389 | 369,199 | 368,604 | ||||||||||||
| Less equity earnings from joint ventures |
(2,454 | ) | (2,374 | ) | (7,571 | ) | (7,698 | ) | ||||||||
| Less interest expense, net |
(20,583 | ) | (19,791 | ) | (58,059 | ) | (60,526 | ) | ||||||||
| Less reliability capital expenditures |
(13,841 | ) | (16,424 | ) | (38,327 | ) | (32,915 | ) | ||||||||
| Less income tax expense |
(3,616 | ) | (3,372 | ) | (9,052 | ) | (12,225 | ) | ||||||||
| Plus distributions from joint venture |
2,450 | 2,750 | 7,500 | 6,750 | ||||||||||||
| Mark-to-market impact on hedge transactions (a) |
1,198 | (15,258 | ) | (20,318 | ) | 17,302 | ||||||||||
| Distributable cash flow |
94,202 | 69,920 | 243,372 | 279,292 | ||||||||||||
| General partner’s interest in distributable cash flow |
(10,160 | ) | (8,382 | ) | (29,371 | ) | (24,876 | ) | ||||||||
| Limited partners’ interest in distributable cash flow |
$ | 84,042 | $ | 61,538 | $ | 214,001 | $ | 254,416 | ||||||||
| Distributable cash flow per limited partner unit |
$ | 1.30 | $ | 1.13 | $ | 3.40 | $ | 4.67 | ||||||||
| (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. |