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8-K - 8-K - NuStar Energy L.P.ns2q178-k.htm
Exhibit 99.01


NuStar Energy L.P. Reports Earnings Results for the Second Quarter of 2017

Closed on Acquisition of Permian Crude System, A Leading Crude Oil Gathering, Transportation and Storage System in the “Core of the Core” of the Midland Basin

Received Approvals on Three Presidential Permits to Move LPGs and Refined Products Across the Mexico Border

SAN ANTONIO, July 28, 2017 - As previously announced on May 4, 2017, NuStar Energy L.P. (NYSE: NS) closed on the purchase of Navigator Energy Services, LLC (Permian Crude System) for approximately $1.5 billion, which, as expected, significantly impacted its second quarter earnings results.

“The second quarter of 2017 was a busy and transformative time for NuStar,” said Brad Barron, President and Chief Executive Officer of NuStar Energy L.P. and NuStar GP Holdings, LLC. “After covering our distribution for three full years, we made the strategic decision to exchange short-term coverage for long-term distribution growth by moving forward with the Permian Crude System acquisition in the core of the core of the Midland Basin. And, as we said at that time, as a result of this strategic decision, we do not expect to cover our distribution until the back half of 2018. We also noted that the second quarter would be disproportionately impacted by the transaction costs associated with the acquisition. And, of course, you can’t issue 14 million new units without negatively impacting earnings per unit. And finally, revenues, which do not have a meaningful impact on profits in commodity trading operations, will be down, but discontinuing these operations should be earnings-neutral.

“Given all of this, it is not surprising that for the second quarter of 2017, we reported net income of $0.05 per unit, earnings before interest, taxes, depreciation and amortization (EBITDA) of $141 million and DCF available to common limited partners of $60 million, which resulted in a distribution coverage ratio of 0.59 times.

“These short-term results were anticipated. However, more importantly, we are on-track with our forward-looking plans that are paving the way for strong future growth – in our earnings, assets and distributions. Drilling in the area has exceeded our initial projections. In terms of rig counts, there are currently 39 rigs running on dedicated and interconnected acreage. This is in excess of the 29 we forecast would be running at the end of 2017. In fact, back in April when we were evaluating the system, we weren’t projecting 39 rigs until the end of 2018,” said Barron.

“Said another way, we did not acquire the Permian Crude System for its 2017 volumes; we acquired the system for its projected volume growth trajectory in 2018 and beyond. So we are very pleased with the progress we have made to date. But this progress would not be possible without the short-term impact we are experiencing in our 2017 earnings results.” Barron concluded.

To finance the acquisition of the Permian Crude System, NuStar closed on multiple transactions during the second quarter of 2017. On April 18, 2017, NuStar issued 14.4 million common units with gross proceeds of approximately $665 million. On April 28, 2017, NuStar raised $550 million by issuing 5.625% 10-year senior notes and also issued 15.4 million Series B perpetual preferred units for gross proceeds of $385 million. During the second quarter of 2017, NuStar incurred approximately $14.0 million of transaction costs in connection with the acquisition of the Permian Crude System.

NuStar GP Holdings, LLC (NYSE: NSH), also demonstrated its strong support for the acquisition of the Permian Crude System by agreeing to temporarily forgo the Incentive Distribution Rights, or IDRs, to which it would otherwise be entitled for any NuStar common equity that is issued from the date NuStar signed the acquisition agreement and through the 10 quarters thereafter, which begins with the distribution for the second quarter of 2017. The waiver is capped at $22 million.

The partnership announced a second quarter 2017 Series A Preferred Unit distribution of $0.53125 per unit and an initial Series B Preferred Unit distribution of $0.725434028 per unit, which will both be paid on September 15, 2017 to holders of record as of September 1, 2017. In addition, the partnership announced the second quarter 2017 common unit distribution of $1.095 per common unit, which will be paid on August 11, 2017 to holders of record as of August 7, 2017.

Second Quarter 2017 Earnings Conference Call Details
A conference call with management is scheduled for 9:00 a.m. CT today, July 28, 2017, to discuss the financial and operational results for the second quarter of 2017. Investors interested in listening to the discussion may dial toll-free 844/889-7787, passcode 48213974. International callers may access the discussion by dialing 661/378-9931, passcode 48213974. The partnership intends to have a playback available following the discussion, which may be accessed by dialing toll-free 855/859-2056, passcode 48213974. International callers may access the playback by dialing 404/537-3406, passcode 48213974. The playback will be available until 12:00 p.m. CT on August 27, 2017.

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Investors interested in listening to the live discussion or a replay via the internet may access the discussion directly at http://edge.media-server.com/m/p/kcc929bt or by logging on to NuStar Energy L.P.’s website at www.nustarenergy.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 Energy L.P.’s website at www.nustarenergy.com.
NuStar Energy L.P., a publicly traded master limited partnership based in San Antonio, is one of the largest independent liquids terminal and pipeline operators in the nation.  NuStar currently has more than 9,300 miles of pipeline and 81 terminal and storage facilities that store and distribute crude oil, refined products and specialty liquids.  The partnership’s combined system has more than 96 million barrels of storage capacity, and 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 Energy L.P.'s website 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 Energy L.P.’s distributions to foreign investors are attributable to income that is effectively connected with a United States trade or business. Accordingly, all of NuStar Energy L.P.’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 Energy L.P., 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 the related conference call will include, forward-looking statements regarding future events, such as the partnership’s future performance. All forward-looking statements are based on the partnership’s beliefs as well as assumptions made by and information currently available to the partnership. These statements reflect the partnership’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.



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NuStar Energy L.P. and Subsidiaries
Consolidated Financial Information
(Unaudited, Thousands of Dollars, Except Unit and Per Unit Data)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
Statement of Income Data:
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
Service revenues
$
283,700

 
$
270,403

 
$
550,162

 
$
536,969

Product sales
151,788

 
167,401

 
372,756

 
306,538

Total revenues
435,488

 
437,804

 
922,918

 
843,507

Costs and expenses:
 
 
 
 
 
 
 
Cost of product sales
144,479

 
157,617

 
352,285

 
286,607

Operating expenses
116,400

 
112,662

 
217,426

 
217,883

General and administrative expenses
33,604

 
22,657

 
58,199

 
46,442

Depreciation and amortization expense
67,601

 
53,651

 
124,465

 
106,793

Total costs and expenses
362,084

 
346,587

 
752,375

 
657,725

Operating income
73,404

 
91,217

 
170,543

 
185,782

Interest expense, net
(45,612
)
 
(34,229
)
 
(82,026
)
 
(68,352
)
Other income (expense), net
88

 
(201
)
 
228

 
(372
)
Income before income tax expense
27,880

 
56,787

 
88,745

 
117,058

Income tax expense
1,630

 
4,270

 
4,555

 
7,140

Net income
$
26,250

 
$
52,517

 
$
84,190

 
$
109,918

 
 
 
 
 
 
 
 
Net income applicable to common limited partners
$
4,364

 
$
40,018

 
$
42,816

 
$
84,818

Basic and diluted net income per common unit
$
0.05

 
$
0.52

 
$
0.51

 
$
1.09

Basic weighted-average common units outstanding
90,345,469

 
77,886,219

 
84,526,506

 
77,886,148

 
 
 
 
 
 
 
 
Other Data (Note 1):
 
 
 
 
 
 
 
EBITDA
$
141,093

 
$
144,667

 
$
295,236

 
$
292,203

DCF available to common limited partners
$
60,267

 
$
92,820

 
$
149,209

 
$
189,847

 
June 30,
 
December 31,
 
2017
 
2016
 
2016
Balance Sheet Data:
 
 
 
 
 
 Total debt
$
3,521,939

 
$
3,205,693

 
$
3,068,364

 Partners’ equity
$
2,501,049

 
$
1,489,895

 
$
1,611,617





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,
 
2017

2016
 
2017
 
2016
Pipeline:
 
 
 
 
 
 
 
Refined products pipelines throughput (barrels/day)
531,529

 
538,996

 
522,820

 
530,134

Crude oil pipelines throughput (barrels/day)
558,182

 
399,372

 
483,909

 
405,241

Total throughput (barrels/day)
1,089,711

 
938,368

 
1,006,729

 
935,375

Throughput revenues
$
126,740

 
$
121,575

 
$
247,980

 
$
240,448

Operating expenses
40,197

 
36,159

 
73,271

 
69,163

Depreciation and amortization expense
33,675

 
21,864

 
56,813

 
43,468

Segment operating income
$
52,868

 
$
63,552

 
$
117,896

 
$
127,817

Storage:
 
 
 
 
 
 
 
Throughput (barrels/day) (Note 2)
337,518

 
727,857

 
326,327

 
778,092

Throughput terminal revenues
$
22,122

 
$
28,668

 
$
42,812

 
$
58,068

Storage terminal revenues
136,437

 
123,206

 
263,178

 
246,205

Total revenues
158,559

 
151,874

 
305,990

 
304,273

Operating expenses
70,783

 
71,158

 
132,922

 
137,161

Depreciation and amortization expense
31,727

 
29,653

 
63,260

 
59,036

Segment operating income
$
56,049

 
$
51,063

 
$
109,808

 
$
108,076

Fuels Marketing:
 
 
 
 
 
 
 
Product sales and other revenue
$
153,918

 
$
169,862

 
$
376,620

 
$
310,308

Cost of product sales
147,013

 
160,557

 
357,612

 
293,138

Gross margin
6,905

 
9,305

 
19,008

 
17,170

Operating expenses
6,616

 
7,913

 
13,579

 
16,551

Segment operating income
$
289

 
$
1,392

 
$
5,429

 
$
619

Consolidation and Intersegment Eliminations:
 
 
 
 
 
 
 
Revenues
$
(3,729
)
 
$
(5,507
)
 
$
(7,672
)
 
$
(11,522
)
Cost of product sales
(2,534
)
 
(2,940
)
 
(5,327
)
 
(6,531
)
Operating expenses
(1,196
)
 
(2,568
)
 
(2,346
)
 
(4,992
)
Total
$
1

 
$
1

 
$
1

 
$
1

Consolidated Information:
 
 
 
 
 
 
 
Revenues
$
435,488

 
$
437,804

 
$
922,918

 
$
843,507

Cost of product sales
144,479

 
157,617

 
352,285

 
286,607

Operating expenses
116,400

 
112,662

 
217,426

 
217,883

Depreciation and amortization expense
65,402

 
51,517

 
120,073

 
102,504

Segment operating income
109,207

 
116,008

 
233,134

 
236,513

General and administrative expenses
33,604

 
22,657

 
58,199

 
46,442

Other depreciation and amortization expense
2,199

 
2,134

 
4,392

 
4,289

Consolidated operating income
$
73,404

 
$
91,217

 
$
170,543

 
$
185,782




NuStar Energy L.P. and Subsidiaries
Consolidated Financial Information - Continued
(Unaudited, Thousands of Dollars, Except Ratio Data)

Notes:
(1)NuStar Energy L.P. utilizes financial measures, such as earnings before interest, taxes, depreciation and amortization (EBITDA), distributable cash flow (DCF) and distribution coverage ratio, which are not defined in U.S. generally accepted accounting principles (GAAP). Management believes these financial measures provide useful information to investors and other external users of our financial information because (i) they provide additional information about the operating performance of the partnership’s assets and the cash the business is generating, (ii) investors and other external users of our financial statements benefit from having access to the same financial measures being utilized by management and our board of directors when making financial, operational, compensation and planning decisions and (iii) they highlight the impact of significant transactions.
Our board of directors and management use EBITDA and/or DCF when assessing the following: (i) the performance of our assets, (ii) the viability of potential projects, (iii) our ability to fund distributions, (iv) our ability to fund capital expenditures and (v) our ability to service debt. In addition, our board of directors uses a distribution coverage ratio, which is calculated based on DCF, as one of the factors in its determination of the company-wide bonus and the vesting of performance units awarded to management. DCF is a widely accepted financial indicator used by the master limited partnership (MLP) investment community to compare partnership performance. DCF is used by the MLP investment community, in part, because the value of a partnership unit is partially based on its yield, and its yield is based on the cash distributions a partnership can pay its unitholders.
None of these financial measures are 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 GAAP. The following is a reconciliation of EBITDA, DCF and distribution coverage ratio:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
Net income
$
26,250

 
$
52,517

 
$
84,190

 
$
109,918

Interest expense, net
45,612

 
34,229

 
82,026

 
68,352

Income tax expense
1,630

 
4,270

 
4,555

 
7,140

Depreciation and amortization expense
67,601

 
53,651

 
124,465

 
106,793

EBITDA
141,093

 
144,667

 
295,236

 
292,203

Interest expense, net
(45,612
)
 
(34,229
)
 
(82,026
)
 
(68,352
)
Reliability capital expenditures
(10,380
)
 
(11,305
)
 
(15,402
)
 
(17,322
)
Income tax expense
(1,630
)
 
(4,270
)
 
(4,555
)
 
(7,140
)
Mark-to-market impact of hedge transactions (a)
(563
)
 
5,762

 
(3,149
)
 
10,446

Unit-based compensation (b)
1,618

 
1,122

 
3,706

 
2,208

Preferred unit distributions
(9,950
)
 

 
(14,763
)
 

Other items (c)
(1,095
)
 
3,839

 
(1,369
)
 
3,336

DCF
$
73,481

 
$
105,586

 
$
177,678

 
$
215,379

Less DCF available to general partner
13,214

 
12,766

 
28,469

 
25,532

DCF available to common limited partners
$
60,267

 
$
92,820

 
$
149,209

 
$
189,847

 
 
 
 
 
 
 
 
Distributions applicable to common limited partners
$
101,869

 
$
85,285

 
$
203,782

 
$
170,570

Distribution coverage ratio (d)
0.59x

 
1.09x

 
0.73x

 
1.11x

(a)
DCF excludes the impact of unrealized mark-to-market gains and losses that arise from valuing certain derivative contracts, as well as the associated hedged inventory. The gain or loss associated with these contracts is realized in DCF when the contracts are settled.
(b)
We intend to satisfy the vestings of equity-based awards with the issuance of our common units. As such, the expenses related to these awards are considered non-cash and added back to DCF. Certain awards include distribution equivalent rights (DERs). Payments made in connection with DERs are deducted from DCF.
(c)
Other items primarily consist of adjustments for throughput deficiency payments and construction reimbursements.
(d)
Distribution coverage ratio is calculated by dividing DCF available to common limited partners by distributions applicable to common limited partners.

(2)Throughputs for the three and six months ended June 30, 2016 included 415,122 and 460,898 barrels per day, respectively, from our refinery storage tank agreements, which changed from throughput-based to lease-based effective January 1, 2017.