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 26, 2013
NuStar GP Holdings, LLC
(Exact name of registrant as specified in its charter)
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Delaware |
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001-32940 |
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85-0470977 |
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(State or other jurisdiction |
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(Commission File Number) |
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(I.R.S. Employer |
19003 IH-10 West
San Antonio, Texas 78257
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 26, 2013, NuStar GP Holdings, LLC, a Delaware limited liability company, issued a press release announcing financial results for the quarter ended June 30, 2013. 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 GP Holdings, LLC 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 company performance. In addition, management believes that these measures provide investors an enhanced perspective of the operating performance of the company’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.
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Exhibit Number |
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EXHIBIT |
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Exhibit 99.1 |
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Press Release dated July 26, 2013. |
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.
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NuStar GP Holdings, LLC | |
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Date: July 26, 2013 |
By: |
/s/ Amy L. Perry |
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Name: |
Amy L. Perry |
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Title: |
Corporate Secretary |
Exhibit 99.1
NuStar GP Holdings, LLC Reports Increase in Second Quarter 2013 Distributable Cash Flows
Quarterly Distribution Remains at $0.545 Per Unit
SAN ANTONIO, July 26, 2013 — NuStar GP Holdings, LLC (NYSE: NSH) today announced that distributable cash flow available to unitholders for the second quarter of 2013 was $23.2 million, or $0.54 per unit, compared to $22.1 million, or $0.52 per unit, for the second quarter of 2012. In addition, the company announced that its board of directors has declared a second quarter distribution of $0.545 per unit. The second quarter 2013 distribution will be paid on August 14, 2013, to holders of record as of August 5, 2013.
The company reported second quarter net income of $12.6 million, or $0.29 per unit, compared to a net loss of $33.2 million, or $0.78 per unit, in the second quarter of 2012. Negative earnings in NuStar Energy’s asphalt and fuels marketing segment caused the second quarter 2012 net loss. Asset impairment charges associated with the company’s asphalt operations, in anticipation of the September 2012 sale of 50% of these operations to an affiliate of Lindsay Goldberg LLC were the primary cause of the second quarter 2012 loss.
“NuStar Energy L.P.’s large internal growth program for 2013, primarily in the Eagle Ford Shale region, should have a positive impact on the future growth of NuStar GP Holdings, LLC’s distributable cash flow and distributions,” said Curt Anastasio, President and Chief Executive Officer of NuStar Energy L.P. and NuStar GP Holdings, LLC.
A conference call with management is scheduled for 10:00 a.m. ET (9:00 a.m. CT) today, July 26, 2013, to discuss the financial results for the second quarter of 2013. Investors interested in listening to the presentation may call 800/622-7620, passcode 14958501. International callers may access the presentation by dialing 706/645-0327, passcode 14958501. The company intends to have a playback available following the presentation, which may be accessed by calling 800/585-8367, passcode 14958501. International callers may access the playback by calling 404/537-3406, passcode 14958501. A live broadcast of the conference call will also be available on the company’s Web site at www.nustargpholdings.com.
-More-
NuStar GP Holdings, LLC is a publicly traded limited liability company that owns the two percent general partner interest, a 13.0 percent limited partner interest and the incentive distribution rights in NuStar Energy L.P., one of the largest independent liquids terminal and pipeline operators 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 GP Holdings, LLC’s Web site at www.nustargpholdings.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 company’s beliefs as well as assumptions made by and information currently available to the company. These statements reflect the 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 2012 annual reports on Form 10-K and subsequent filings with the Securities and Exchange Commission.
-30-
NuStar GP Holdings, LLC
Consolidated Financial Information
(Unaudited, Thousands of Dollars, Except Unit and Per Unit Data)
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Three Months Ended |
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Six Months Ended |
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June 30, |
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June 30, |
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2013 |
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2012 |
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2013 |
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2012 |
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Statement of Income Data: |
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Equity in earnings (loss) of NuStar Energy L.P. |
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$ |
13,417 |
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$ |
(32,428 |
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$ |
25,561 |
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$ |
(20,656 |
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General and administrative expenses |
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(618 |
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(795 |
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(1,418 |
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(1,652 |
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Other income (expense), net |
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18 |
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(30 |
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99 |
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106 |
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Interest expense, net |
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(170 |
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(151 |
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(343 |
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(284 |
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Income (loss) before income tax benefit (expense) |
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12,647 |
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(33,404 |
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23,899 |
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(22,486 |
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Income tax (expense) benefit |
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(88 |
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196 |
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(265 |
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324 |
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Net income (loss) |
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$ |
12,559 |
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$ |
(33,208 |
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$ |
23,634 |
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$ |
(22,162 |
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Basic and diluted net income (loss) per unit |
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$ |
0.29 |
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$ |
(0.78 |
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$ |
0.55 |
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$ |
(0.52 |
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Equity in Earnings (Loss) of NuStar Energy L.P.: |
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General partner interest |
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$ |
446 |
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$ |
(5,131 |
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$ |
722 |
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$ |
(4,800 |
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General partner incentive distribution |
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10,805 |
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9,816 |
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21,610 |
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19,632 |
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General partner’s interest in earnings (loss) and incentive distributions of NuStar Energy L.P. |
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11,251 |
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4,685 |
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22,332 |
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14,832 |
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Limited partner interest in earnings (loss) of NuStar Energy L.P. |
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2,887 |
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(36,392 |
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4,671 |
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(34,046 |
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Amortization of step-up in basis related to NuStar Energy L.P.’s assets and liabilities |
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(721 |
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(721 |
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(1,442 |
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(1,442 |
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Equity in earnings (loss) of NuStar Energy L.P. |
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$ |
13,417 |
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$ |
(32,428 |
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$ |
25,561 |
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$ |
(20,656 |
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Distributable Cash Flow (Note 1): |
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Cash distributions from NuStar Energy L.P. associated with: |
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General partner interest |
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$ |
1,961 |
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$ |
1,782 |
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$ |
3,922 |
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$ |
3,564 |
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General partner incentive distribution |
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10,805 |
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9,816 |
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21,610 |
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19,632 |
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Limited partner interest - common units |
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11,272 |
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11,223 |
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22,552 |
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22,434 |
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Total cash distributions expected from NuStar Energy L.P. |
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24,038 |
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22,821 |
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48,084 |
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45,630 |
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Deduct expenses of NuStar GP Holdings, LLC: |
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General and administrative expenses |
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(618 |
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(795 |
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(1,418 |
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(1,652 |
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Income tax (expense) benefit |
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(88 |
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196 |
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(265 |
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324 |
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Interest expense, net |
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(170 |
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(151 |
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(343 |
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(284 |
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Distributable cash flow |
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$ |
23,162 |
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$ |
22,071 |
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$ |
46,058 |
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$ |
44,018 |
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Weighted average number of common units outstanding |
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42,618,376 |
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42,575,563 |
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42,612,057 |
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42,574,991 |
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Distributable cash flow per unit |
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$ |
0.54 |
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$ |
0.52 |
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$ |
1.08 |
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$ |
1.03 |
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Cash distributions to be paid to the unitholders of NuStar GP Holdings, LLC: |
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Distribution per unit |
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$ |
0.545 |
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$ |
0.510 |
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$ |
1.090 |
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$ |
1.020 |
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Total distribution |
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$ |
23,236 |
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$ |
21,713 |
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$ |
46,458 |
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$ |
43,433 |
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NuStar GP Holdings, LLC
Consolidated Financial Information - Continued
(Unaudited, Thousands of Dollars)
Notes:
(1) NuStar GP Holdings, LLC utilizes distributable cash flow as a financial measure, which 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 general partner performance. In addition, management believes that this measure provides investors an enhanced perspective of the ability to make a minimum quarterly distribution. Distributable cash flow is not intended to represent cash flows for the period, nor is it presented as an alternative to net income. It 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.
The following is a reconciliation of net income (loss) to distributable cash flow and net cash provided by (used in) operating activities:
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Three Months Ended |
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Six Months Ended |
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June 30, |
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June 30, |
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2013 |
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2012 |
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2013 |
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2012 |
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Net income (loss) |
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$ |
12,559 |
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$ |
(33,208 |
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$ |
23,634 |
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$ |
(22,162 |
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Less equity in (earnings) loss of NuStar Energy L.P. |
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(13,417 |
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32,428 |
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(25,561 |
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20,656 |
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Plus cash distributions expected from NuStar Energy L.P. |
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24,038 |
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22,821 |
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48,084 |
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45,630 |
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Other (income) expense, net |
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(18 |
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30 |
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(99 |
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(106 |
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Distributable cash flow |
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23,162 |
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22,071 |
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46,058 |
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44,018 |
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Less cash distributions expected from NuStar Energy L.P. |
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(24,038 |
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(22,821 |
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(48,084 |
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(45,630 |
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Distributions of equity in earnings of NuStar Energy L.P./(Cumulative earnings less than distributions) |
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13,417 |
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(11,772 |
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25,561 |
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— |
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Net effect of changes in operating accounts |
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(611 |
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122 |
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60 |
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(2,592 |
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Net cash provided by (used in) operating activities |
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$ |
11,930 |
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$ |
(12,400 |
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$ |
23,595 |
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$ |
(4,204 |
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