0001223786-16-000038.txt : 20160129 0001223786-16-000038.hdr.sgml : 20160129 20160129082732 ACCESSION NUMBER: 0001223786-16-000038 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160129 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160129 DATE AS OF CHANGE: 20160129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NuStar GP Holdings, LLC CENTRAL INDEX KEY: 0001223786 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] IRS NUMBER: 850470977 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32940 FILM NUMBER: 161371022 BUSINESS ADDRESS: STREET 1: 2330 NORTH LOOP 1604 WEST CITY: SAN ANTONIO STATE: TX ZIP: 78248 BUSINESS PHONE: 2109182000 MAIL ADDRESS: STREET 1: 2330 NORTH LOOP 1604 WEST CITY: SAN ANTONIO STATE: TX ZIP: 78248 FORMER COMPANY: FORMER CONFORMED NAME: VALERO GP HOLDINGS LLC DATE OF NAME CHANGE: 20060126 FORMER COMPANY: FORMER CONFORMED NAME: UDS LOGISTICS LLC DATE OF NAME CHANGE: 20030319 8-K 1 nsh4q158-k.htm 8-K 8-K


 
 
 
 
 
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 29, 2016
NuStar GP Holdings, LLC
(Exact name of registrant as specified in its charter)
Delaware
001-32940
85-0470977
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
 
 
 
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 January 29, 2016, NuStar GP Holdings, LLC, a Delaware limited liability company, issued a press release announcing financial results for the quarter and year ended December 31, 2015. 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.


Item 9.01    Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit Number
 
Exhibit
 
 
 
Exhibit 99.1
 
Press Release dated January 29, 2016.





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 GP Holdings, LLC
 
 
 
 
Date: January 29, 2016
 
By:
/s/ Amy L. Perry
 
 
Name:
Amy L. Perry
 
 
Title:
Senior Vice President, General Counsel–Corporate & Commercial Law and Corporate Secretary





EXHIBIT INDEX
Exhibit Number
 
Exhibit
 
 
 
Exhibit 99.1
 
Press Release dated January 29, 2016.



 EX-99.01 2 nsh4q158-kex991.htm EXHIBIT 99.01 Exhibit
Exhibit 99.1

NuStar GP Holdings, LLC Reports Increased EPU for the Full-Year 2015

SAN ANTONIO, January 29, 2016 - NuStar GP Holdings, LLC (NYSE: NSH) today announced fourth quarter 2015 net income of $13.0 million, or $0.30 per unit, compared to a net income of $14.4 million, or $0.34 per unit, in the fourth quarter of 2014. For the year ended December 31, 2015, the company reported net income of $72.2 million, or $1.68 per unit, compared to net income of $61.4 million, or $1.44 per unit, in 2014.
The company reported distributable cash flow (DCF) available to unitholders for the fourth quarter of 2015 was $22.4 million, or $0.52 per unit, compared to $23.8 million, or $0.56 per unit, for the fourth quarter of 2014. For the year ended December 31, 2015, DCF available to unitholders was $91.0 million, or $2.12 per unit, compared to $93.5 million, or $2.19 per unit, in 2014.
For the year ended December 31, 2015, NuStar Energy L.P. reported net income applicable to limited partners of $257.4 million, or $3.30 per unit. Absent the gain related to NuStar Energy L.P.’s January 2, 2015 acquisition of the remaining 50% ownership in the Linden terminal, NuStar Energy L.P.’s adjusted net income applicable to limited partners for the year ended December 31, 2015 would have been $202.2 million, or $2.59 per unit, and NuStar GP Holdings, LLC’s adjusted net income for the year ended December 31, 2015 would have been $63.8 million, or $1.49 per unit.
With respect to the quarterly distribution to unitholders for the fourth quarter of 2015, NuStar GP Holdings, LLC announced that its board of directors has declared a distribution of $0.545 per unit. The fourth quarter 2015 distribution will be paid on February 16, 2016 to holders of record as of February 8, 2016.
“NuStar GP Holdings, LLC’s full-year 2015 results were supported by NuStar Energy L.P.’s solid performance and stable distribution during the year,” said Brad Barron, President and Chief Executive Officer of NuStar Energy L.P. and NuStar GP Holdings, LLC.
A conference call with management is scheduled for 9:00 a.m. CT today, January 29, 2016, to discuss the financial results for the fourth quarter of 2015. Investors interested in listening to the presentation may call 800/622-7620, passcode 22232103. International callers may access the presentation by dialing 706/645-0327, passcode 22232103. The company intends to have a playback available following the presentation, which may be accessed by calling 800/585-8367, passcode 22232103. International callers may access the playback by calling 404/537-3406, passcode 22232103. The playback will be available until 10:59 p.m. CT on February 29, 2016.

Investors interested in listening to the live presentation or a replay via the internet may access the presentation directly by clicking here or by logging on to NuStar GP Holdings, LLC’s Web site at www.nustargpholdings.com.

The presentation will disclose certain non-GAAP financial measures. Reconciliations of certain of these non-GAAP financial measures to U.S. GAAP may be found in this press release, with additional reconciliations located on the Financials page of the Investors section of NuStar GP Holdings, LLC’s Web site at www.nustargpholdings.com.

NuStar GP Holdings, LLC is a publicly traded limited liability company that owns the two percent general partner interest, a 12.9 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, and the United Kingdom. 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 GP Holdings, LLC’s distributions to foreign investors are attributable to income that is effectively connected with a United States trade or business. Accordingly, all of NuStar GP Holdings, LLC’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 GP Holdings, LLC, are treated as the withholding agents responsible for withholding on the distributions received by them on behalf of foreign investors.


-More-

Cautionary Statement Regarding Forward-Looking Statements

This press release includes forward-looking statements regarding future events, such as the future performance of NuStar Energy L.P. and NuStar GP Holdings, LLC. 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.’s and NuStar GP Holdings, LLC’s 2014 annual reports on Form 10-K and subsequent filings with the Securities and Exchange Commission.  Actual results may differ materially from those described in the forward-looking statements.






NuStar GP Holdings, LLC and Subsidiaries
Consolidated Financial Information
(Unaudited, Thousands of Dollars, Except Unit and Per Unit Data)
 
Three Months Ended December 31,
 
Year Ended December 31,
 
2015
 
2014
 
2015
 
2014
Statement of Income Data:
 
 
 
 
 
 
 
Equity in earnings of NuStar Energy L.P.
$
17,389

 
$
16,481

 
$
79,673

 
$
65,380

 
 
 
 
 
 
 
 
General and administrative expenses
(641
)
 
(767
)
 
(3,338
)
 
(3,396
)
Other expense, net
(2,869
)
 
(2,025
)
 
(2,333
)
 
(1,458
)
Interest expense, net
(232
)
 
(216
)
 
(893
)
 
(885
)
 
 
 
 
 
 
 
 
Income before income tax (expense) benefit
13,647

 
13,473

 
73,109

 
59,641

Income tax (expense) benefit
(688
)
 
901

 
(901
)
 
1,786

Net income
$
12,959

 
$
14,374

 
$
72,208

 
$
61,427

 
 
 
 
 
 
 
 
Basic and diluted net income per unit
$
0.30

 
$
0.34

 
$
1.68

 
$
1.44

 
 
 
 
 
 
 
 
Equity in Earnings of NuStar Energy L.P.:
 
 
 
 
 
 
 
General partner interest
$
973

 
$
854

 
$
5,270

 
$
3,352

General partner incentive distribution
10,805

 
10,805

 
43,220

 
43,220

General partner’s interest in earnings and incentive
distributions of NuStar Energy L.P.
11,778

 
11,659

 
48,490

 
46,572

Limited partner interest in earnings of NuStar
Energy L.P.
6,332

 
5,543

 
34,067

 
21,692

Amortization of step-up in basis related to NuStar Energy
L.P.’s assets and liabilities
(721
)
 
(721
)
 
(2,884
)
 
(2,884
)
Equity in earnings of NuStar Energy L.P.
$
17,389

 
$
16,481

 
$
79,673

 
$
65,380

 
 
 
 
 
 
 
 
Distributable Cash Flow (Note 1):
 
 
 
 
 
 
 
Cash distributions from NuStar Energy L.P. associated with:
 
 
 
 
 
 
 
General partner interest
$
1,961

 
$
1,961

 
$
7,844

 
$
7,844

General partner incentive distribution
10,805

 
10,805

 
43,220

 
43,220

Limited partner interest – common units
11,227

 
11,160

 
45,073

 
44,974

Total cash distributions expected from NuStar Energy L.P.
23,993

 
23,926

 
96,137

 
96,038

Deduct expenses of NuStar GP Holdings, LLC:
 
 
 
 
 
 
 
General and administrative expenses
(641
)
 
(767
)
 
(3,338
)
 
(3,396
)
Income tax (expense) benefit
(688
)
 
901

 
(901
)
 
1,786

Interest expense, net
(232
)
 
(216
)
 
(893
)
 
(885
)
DCF
$
22,432

 
$
23,844

 
$
91,005

 
$
93,543

 
 
 
 
 
 
 
 
Weighted average number of common units outstanding
42,916,143

 
42,858,190

 
42,914,297

 
42,719,217

 
 
 
 
 
 
 
 
DCF per unit
$
0.52

 
$
0.56

 
$
2.12

 
$
2.19

 
 
 
 
 
 
 
 
Cash distributions to be paid to the unitholders of NuStar GP
Holdings, LLC:
 
 
 
 
 
 
 
Distribution per unit
$
0.545

 
$
0.545

 
$
2.180

 
$
2.180

 
 
 
 
 
 
 
 
Total distribution
$
23,397

 
$
23,403

 
$
93,561

 
$
93,252







NuStar GP Holdings, LLC and Subsidiaries
Consolidated Financial Information - Continued
(Unaudited, Thousands of Dollars, Except Per Unit Data)
Notes:
(1)
NuStar GP Holdings, LLC and NuStar Energy L.P. utilize financial measures, such as distributable cash flow (DCF) and adjusted net income and adjusted net income per unit (collectively, financial measures), which are not defined in U.S. generally accepted accounting principles. 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 financial measures provide investors an enhanced perspective of the performance of the company’s assets and/or the cash the business is generating. None of these financial measures are intended to represent cash flows from operations, nor are they presented as an alternative to net income. They should not be considered in isolation or as a substitute for a measure of performance in accordance with U.S. generally accepted accounting principles.

The following is a reconciliation of net income to DCF and net cash provided by operating activities:
 
Three Months Ended December 31,
 
Year Ended December 31,
 
2015
 
2014
 
2015
 
2014
Net income
$
12,959

 
$
14,374

 
$
72,208

 
$
61,427

Less equity in earnings of NuStar Energy L.P.
(17,389
)
 
(16,481
)
 
(79,673
)
 
(65,380
)
Plus cash distributions expected from NuStar Energy L.P.
23,993

 
23,926

 
96,137

 
96,038

Other expense, net
2,869

 
2,025

 
2,333

 
1,458

DCF
22,432

 
23,844

 
91,005

 
93,543

Less cash distributions expected from NuStar Energy L.P.
(23,993
)
 
(23,926
)
 
(96,137
)
 
(96,038
)
Distributions of equity in earnings of NuStar Energy L.P.
17,389

 
16,481

 
79,673

 
65,380

Net effect of changes in operating accounts
(2,319
)
 
(13,728
)
 
1,358

 
(4,092
)
Net cash provided by operating activities
$
13,509

 
$
2,671

 
$
75,899

 
$
58,793


The following is a reconciliation of net income and net income per unit to adjusted net income and adjusted net income per unit for NuStar GP Holdings, LLC:
 
Year Ended
December 31, 2015
 
Net income/ net income per unit
$
72,208

 
$
1.68

Adjustment to equity in earnings of NuStar Energy L.P.
(8,390
)
 
(0.19
)
Adjusted net income/ adjusted net income per unit
$
63,818

 
$
1.49


The following is a reconciliation of net income and net income per unit to adjusted net income applicable to limited partners and adjusted net income per unit for NuStar Energy L.P.:
 
Year Ended
December 31, 2015
Net income / net income per unit
$
306,720

 
$
3.30

Gain on Linden Acquisition
(56,277
)
 
(0.71
)
Adjusted net income
250,443

 
 
GP interest and incentive
(48,228
)
 
 
Adjusted net income applicable to limited partners/ adjusted net income per unit
$
202,215

 
$
2.59