0001223786-17-000038.txt : 20171107 0001223786-17-000038.hdr.sgml : 20171107 20171107090555 ACCESSION NUMBER: 0001223786-17-000038 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20171107 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20171107 DATE AS OF CHANGE: 20171107 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: 171181281 BUSINESS ADDRESS: STREET 1: 19003 IH-10 WEST CITY: SAN ANTONIO STATE: TX ZIP: 78257 BUSINESS PHONE: 2109182000 MAIL ADDRESS: STREET 1: 19003 IH-10 WEST CITY: SAN ANTONIO STATE: TX ZIP: 78257 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 nsh3q178-k.htm 8-K Document


 
 
 
 
 
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): November 7, 2017
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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).    
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
 
 
 
 
 





Item 2.02    Results of Operations and Financial Condition.

On November 7, 2017, NuStar GP Holdings, LLC, a Delaware limited liability company, issued a press release announcing financial results for the quarter ended September 30, 2017. A copy of the press release announcing the financial results is furnished with this report as Exhibit 99.01 and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit Number
 
Exhibit
 
 
 
Exhibit 99.01
 





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: November 7, 2017
 
By:
/s/ Amy L. Perry
 
 
Name:
Amy L. Perry
 
 
Title:
Senior Vice President, General Counsel - Corporate & Commercial Law and Corporate Secretary



 EX-99.01 2 nsh3q178-kex9901.htm EXHIBIT 99.01 Exhibit
Exhibit 99.01




NuStar GP Holdings, LLC Reports Earnings Results for the Third Quarter of 2017

Quarterly Distribution Announced Previously

SAN ANTONIO, November 7, 2017 - NuStar GP Holdings, LLC (NYSE: NSH) today announced third quarter 2017 net income of $11.0 million, or $0.26 per unit. Distributable cash flow (DCF) available to unitholders for the third quarter of 2017 was $23.4 million.

As previously announced on October 18, 2017, the third quarter 2017 distribution of $0.545 per unit will be paid on November 16, 2017 to holders of record as of November 9, 2017.

A conference call with management is scheduled for 9:00 a.m. CT today, November 7, 2017, to discuss the financial and operational results for the third quarter of 2017. Investors interested in listening to the discussion may dial toll-free 844/889-7787, passcode 93805813. International callers may access the discussion by dialing 661/378-9931, passcode 93805813. The company intends to have a playback available following the discussion, which may be accessed by dialing toll-free 855/859-2056, passcode 93805813. International callers may access the playback by dialing 404/537-3406, passcode 93805813. The playback will be available until 12:00 p.m. CT on December 7, 2017.

Investors interested in listening to the live discussion or a replay via the internet may access the discussion directly at https://edge.media-server.com/m6/p/ounvkpgz or by logging on to NuStar GP Holdings, LLC’s website at www.nustargpholdings.com.

The discussion 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 website at www.nustargpholdings.com.

NuStar GP Holdings, LLC is a publicly traded limited liability company that owns the general partner interest, an approximate 11 percent common 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 website 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.

Cautionary Statement Regarding Forward-Looking Statements

This press release includes, and/or the related conference call will include, 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 2016 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 September 30,
 
Nine Months Ended September 30,
 
2017

2016
 
2017
 
2016
Statement of Income Data:
 
 
 
 
 
 
 
Equity in earnings of NuStar Energy L.P.
$
12,177

 
$
16,130

 
$
41,252

 
$
49,425

 
 
 
 
 
 
 
 
General and administrative expenses
(902
)
 
(704
)
 
(2,585
)
 
(2,377
)
Other income, net
—

 
2,142

 
41,603

 
2,755

Interest expense, net
(448
)
 
(276
)
 
(1,134
)
 
(789
)
 
 
 
 
 
 
 
 
Income before income tax benefit
10,827

 
17,292

 
79,136

 
49,014

Income tax benefit
203

 
28

 
197

 
55

Net income
$
11,030

 
$
17,320

 
$
79,333

 
$
49,069

 
 
 
 
 
 
 
 
Net income per unit
$
0.26

 
$
0.40

 
$
1.84

 
$
1.14

Weighted average number of common units outstanding
42,951,749

 
42,931,242

 
42,951,749

 
42,930,951

 
 
 
 
 
 
 
 
Equity in Earnings of NuStar Energy L.P.:
 
 
 
 
 
 
 
General partner interest
$
311

 
$
805

 
$
1,223

 
$
2,571

General partner incentive distribution
10,912

 
10,890

 
34,736

 
32,500

General partner’s interest in earnings and incentive distributions of NuStar Energy L.P.
11,223

 
11,695

 
35,959

 
35,071

Limited partner interest in earnings of NuStar Energy L.P.
1,675

 
5,156

 
7,456

 
16,517

Amortization of step-up in basis related to NuStar Energy L.P.’s assets and liabilities
(721
)
 
(721
)
 
(2,163
)
 
(2,163
)
Equity in earnings of NuStar Energy L.P.
$
12,177

 
$
16,130

 
$
41,252

 
$
49,425

 
 
 
 
 
 
 
 
Cash Flow Data:
 
 
 
 
 
 
 
Net cash provided by operating activities
$
11,170

 
$
16,239

 
$
37,996

 
$
43,589

Net cash provided by investing activities
$
12,222

 
$
7,247

 
$
20,061

 
$
23,013

Net cash used in financing activities
$
(23,461
)
 
$
(23,441
)
 
$
(58,046
)
 
$
(66,276
)
 
 
 
 
 
 
 
 
Distributable Cash Flow (Note 1):
 
 
 
 
 
 
 
Cash distributions from NuStar Energy L.P. associated with:
 
 
 
 
 
 
 
General partner interest
$
2,302

 
$
1,976

 
$
6,947

 
$
5,898

General partner incentive distribution
10,912

 
10,890

 
34,736

 
32,500

Limited partner interest – common units
11,185

 
11,185

 
33,555

 
33,514

Total cash distributions expected from NuStar Energy L.P.
24,399

 
24,051

 
75,238

 
71,912

Adjustments:
 
 
 
 
 
 
 
General and administrative expenses
(902
)
 
(704
)
 
(2,585
)
 
(2,377
)
Income tax benefit
203

 
28

 
197

 
55

Interest expense, net
(448
)
 
(276
)
 
(1,134
)
 
(789
)
Unit-based compensation
155

 
131

 
460

 
376

DCF
$
23,407

 
$
23,230

 
$
72,176

 
$
69,177

 
 
 
 
 
 
 
 
Total distribution to unitholders
$
23,409

 
$
23,398

 
$
70,226

 
$
70,193





NuStar GP Holdings, LLC and Subsidiaries
Consolidated Financial Information - Continued
(Unaudited, Thousands of Dollars)

Note 1: NuStar GP Holdings, LLC utilizes distributable cash flow (DCF) as a financial measure, although it is not defined in U.S. generally accepted accounting principles. Management believes DCF provides useful information to investors and other external users of our financial information because (i) DCF provides additional information about the cash the business is generating and (ii) investors and other external users of our financial statements benefit from having access to the same financial measure being utilized by management and our board of directors when making financial and planning decisions. Our board of directors and management use DCF when assessing our ability to fund distributions and our ability to service debt. DCF is a widely accepted financial indicator used by our industry’s investment community to compare company performance. DCF is used by our industry’s investment community, in part, because the value of our company’s units is partially based on its yield, and its yield is based on the cash distributions a company can pay its unitholders.
DCF is not intended to represent cash flows from operations, and is not presented as an alternative to net income. DCF should not be considered in isolation or as a substitute for a measure of performance prepared 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 September 30,
 
Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
Net income
$
11,030

 
$
17,320

 
$
79,333

 
$
49,069

Less equity in earnings of NuStar Energy L.P.
(12,177
)
 
(16,130
)
 
(41,252
)
 
(49,425
)
Plus cash distributions expected from NuStar Energy L.P.
24,399

 
24,051

 
75,238

 
71,912

Gain related to NuStar Energy L.P.’s issuance of common limited partner units
—

 
(2,142
)
 
(41,603
)
 
(2,142
)
Unit-based compensation items (a)
155

 
131

 
460

 
(237
)
DCF
23,407

 
23,230

 
72,176

 
69,177

Less cash distributions expected from NuStar Energy L.P.
(24,399
)
 
(24,051
)
 
(75,238
)
 
(71,912
)
Distributions of equity in earnings of NuStar Energy L.P.
12,177

 
16,130

 
41,252

 
49,425

Changes in current assets and liabilities
87

 
881

 
(286
)
 
(3,532
)
Changes in noncurrent assets and liabilities and other items
(102
)
 
49

 
92

 
431

Net cash provided by operating activities
$
11,170

 
$
16,239

 
$
37,996

 
$
43,589

(a)
We intend to satisfy the vestings of equity-based awards with the issuance of our units. As such, the expenses related to these awards are considered non-cash and added back to DCF. These awards include distribution equivalent rights (DERs). Payments made in connection with DERs are deducted from DCF. Also included in this item are gains and losses resulting from the satisfaction of certain long-term incentive awards prior to the employee transfer on March 1, 2016.