DEI Document
DEI Document - shares | 6 Months Ended | |
Jun. 30, 2018 | Jul. 31, 2018 | |
Document Information [Abstract] | ||
Entity Registrant Name | NuStar Energy L.P. | |
Entity Central Index Key | 1,110,805 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | ns | |
Amendment Flag | false | |
Entity Partnership Units Outstanding | 107,042,618 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 20,344 | $ 24,292 |
Accounts receivable, net of allowance for doubtful accounts of $10,419 and $9,948 as of June 30, 2018 and December 31, 2017, respectively | 141,872 | 176,570 |
Receivable from related party | 279 | 205 |
Inventories | 28,071 | 26,857 |
Other current assets | 26,526 | 22,508 |
Total current assets | 217,092 | 250,432 |
Property, plant and equipment, at cost | 6,514,589 | 6,243,481 |
Accumulated depreciation and amortization | (2,054,908) | (1,942,548) |
Property, plant and equipment, net | 4,459,681 | 4,300,933 |
Intangible assets, net | 758,767 | 784,479 |
Goodwill | 1,094,661 | 1,097,475 |
Deferred income tax asset | 0 | 233 |
Other long-term assets, net | 116,768 | 101,681 |
Total assets | 6,646,969 | 6,535,233 |
Current liabilities: | ||
Accounts payable | 127,801 | 145,932 |
Short-term debt | 63,000 | 35,000 |
Current portion of long-term debt | 0 | 349,990 |
Accrued interest payable | 36,192 | 40,449 |
Accrued liabilities | 64,719 | 61,578 |
Taxes other than income tax | 16,220 | 14,385 |
Income tax payable | 3,357 | 4,172 |
Total current liabilities | 311,289 | 651,506 |
Long-term debt, less current portion | 3,380,366 | 3,263,069 |
Deferred income tax liability | 23,113 | 22,272 |
Other long-term liabilities | 105,013 | 118,297 |
Total liabilities | 3,819,781 | 4,055,144 |
Commitments and contingencies (Note 6) | ||
Series D preferred limited partners (15,760,441 preferred units outstanding as of June 30, 2018) (Note 11) | 370,711 | 0 |
Partners' equity: | ||
Preferred limited partners (9,060,000 Series A preferred units, 15,400,000 Series B preferred units and 6,900,000 Series C preferred units outstanding as of June 30, 2018 and December 31, 2017) | 756,334 | 756,603 |
Common limited partners (93,597,181 and 93,176,683 common units outstanding as of June 30, 2018 and December 31, 2017, respectively) | 1,740,768 | 1,770,587 |
General partner | 25,999 | 37,826 |
Accumulated other comprehensive loss | (66,624) | (84,927) |
Total partners’ equity | 2,456,477 | 2,480,089 |
Total liabilities, mezzanine equity and partners’ equity | $ 6,646,969 | $ 6,535,233 |
CONSOLIDATED BALANCE SHEETS Non
CONSOLIDATED BALANCE SHEETS Non-Printing - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Allowance for doubtful accounts | $ 10,419 | $ 9,948 |
Series D preferred units outstanding | 15,760,441 | 0 |
Limited partners common units outstanding (in units) | 93,597,181 | 93,176,683 |
Series A Preferred Limited Partner [Member] | ||
Preferred units outstanding | 9,060,000 | 9,060,000 |
Series B Preferred Limited Partner [Member] | ||
Preferred units outstanding | 15,400,000 | 15,400,000 |
Series C Preferred Limited Partner [Member] | ||
Preferred units outstanding | 6,900,000 | 6,900,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenues: | ||||
Service revenues | $ 302,131 | $ 283,700 | $ 593,544 | $ 550,162 |
Product sales | 184,073 | 151,788 | 368,541 | 372,756 |
Total revenues | 486,204 | 435,488 | 962,085 | 922,918 |
Costs and expenses: | ||||
Operating expenses (excluding depreciation and amortization expense) | 131,672 | 116,400 | 240,556 | 217,426 |
Depreciation and amortization expense | 73,613 | 65,402 | 143,510 | 120,073 |
Total costs associated with service revenues | 205,285 | 181,802 | 384,066 | 337,499 |
Cost of product sales | 170,849 | 144,479 | 347,577 | 352,285 |
General and administrative expenses (excluding depreciation and amortization expense) | 27,981 | 33,604 | 47,755 | 58,199 |
Other depreciation and amortization expense | 2,251 | 2,199 | 4,369 | 4,392 |
Total costs and expenses | 406,366 | 362,084 | 783,767 | 752,375 |
Operating income | 79,838 | 73,404 | 178,318 | 170,543 |
Interest expense, net | (48,936) | (45,612) | (96,708) | (82,026) |
Other income, net | 1,412 | 88 | 81,164 | 228 |
Income before income tax expense | 32,314 | 27,880 | 162,774 | 88,745 |
Income tax expense | 2,915 | 1,630 | 7,242 | 4,555 |
Net income | $ 29,399 | $ 26,250 | $ 155,532 | $ 84,190 |
Basic net income per common unit | $ 0.15 | $ 0.05 | $ 1.30 | $ 0.51 |
Basic weighted-average common units outstanding | 93,192,238 | 90,345,469 | 93,187,038 | 84,526,506 |
Comprehensive income | $ 26,778 | $ 27,381 | $ 173,835 | $ 89,084 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 155,532 | $ 84,190 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization expense | 147,879 | 124,465 |
Unit-based compensation expense | 4,277 | 5,117 |
Amortization of debt related items | 3,965 | 3,146 |
Gain from sale or disposition of assets | (1,218) | (36) |
Gain from insurance recoveries | (78,756) | 0 |
Deferred income tax expense | 1,142 | 23 |
Changes in current assets and current liabilities (Note 15) | 42,733 | (15,344) |
(Increase) decrease in other long-term assets | (11,224) | 2,698 |
(Decrease) increase in other long-term liabilities | (20,073) | 5,494 |
Other, net | (407) | (765) |
Net cash provided by operating activities | 243,850 | 208,988 |
Cash flows from investing activities: | ||
Capital expenditures | (248,521) | (108,849) |
Change in accounts payable related to capital expenditures | (19,320) | 6,851 |
Proceeds from sale or disposition of assets | 2,097 | 1,966 |
Proceeds from Axeon term loan | 0 | 110,000 |
Proceeds from insurance recoveries | 78,419 | 0 |
Acquisitions | (37,502) | (1,476,719) |
Net cash used in investing activities | (224,827) | (1,466,751) |
Cash flows from financing activities: | ||
Proceeds from long-term debt borrowings | 677,272 | 1,037,161 |
Proceeds from short-term debt borrowings | 456,000 | 565,000 |
Proceeds from note offering, net of issuance costs | 0 | 543,313 |
Long-term debt repayments | (905,521) | (1,122,239) |
Short-term debt repayments | (428,000) | (574,000) |
Proceeds from issuance of Series D preferred units | 400,000 | 0 |
Payment of issuance costs for Series D preferred units | (29,289) | 0 |
Proceeds from issuance of other preferred units, net of issuance costs | 0 | 371,802 |
Proceeds from issuance of common units, net of issuance costs | 10,000 | 643,858 |
Contributions from general partner | 0 | 13,597 |
Distributions to preferred unitholders | (32,713) | (10,696) |
Distributions to common unitholders and general partner | (172,324) | (216,139) |
Proceeds from termination of interest rate swaps | 8,048 | 0 |
(Decrease) increase in cash book overdrafts | (436) | 1,321 |
Other, net | (5,587) | (2,615) |
Net cash (used in) provided by financing activities | (22,550) | 1,250,363 |
Effect of foreign exchange rate changes on cash | (421) | 649 |
Net increase (decrease) in cash and cash equivalents | (3,948) | (6,751) |
Cash and cash equivalents as of the beginning of the period | 24,292 | 35,942 |
Cash and cash equivalents as of the end of the period | $ 20,344 | $ 29,191 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BASIS OF PRESENTATION | ORGANIZATION AND BASIS OF PRESENTATION Organization and Operations NuStar Energy L.P. (NYSE: NS) is a publicly held Delaware limited partnership engaged in the transportation of petroleum products and anhydrous ammonia, and the terminalling, storage and marketing of petroleum products. Unless otherwise indicated, the terms “NuStar Energy,” “NS,” “the Partnership,” “we,” “our” and “us” are used in this report to refer to NuStar Energy L.P., to one or more of our consolidated subsidiaries or to all of them taken as a whole. As of June 30, 2018 , NuStar GP Holdings, LLC (NuStar GP Holdings or NSH) owned our general partner, Riverwalk Logistics, L.P., and an approximate 11% common limited partner interest in us. As a result of the merger described below, NSH became a wholly owned subsidiary of ours on July 20, 2018. We conduct our operations through our subsidiaries, primarily NuStar Logistics, L.P. (NuStar Logistics) and NuStar Pipeline Operating Partnership L.P. (NuPOP). We have three business segments: pipeline, storage and fuels marketing. Recent Developments Merger. On July 20, 2018, we completed the merger of NSH with a subsidiary of NS. Under the terms of the merger agreement, NSH unitholders are entitled to receive 0.55 of a common unit representing a limited partner interest in NS in exchange for each NSH unit owned at the effective time of the merger. See Note 2 for further discussion of the merger. Issuance of units. On June 29, 2018, we issued 15,760,441 Series D Cumulative Convertible Preferred Units (Series D Preferred Units) at a price of $25.38 per unit in a private placement for net proceeds of $370.7 million . On July 13, 2018, we issued an additional 7,486,209 Series D Preferred Units at a price of $25.38 per unit in a private placement for net proceeds of $185.2 million . See Note 11 for further discussion. On June 29, 2018, we issued 413,736 common units at a price of $24.17 per unit to William E. Greehey, Chairman of the Board of Directors of NuStar GP, LLC. Hurricane Activity. In the third quarter of 2017, several of our facilities were affected by the hurricanes in the Caribbean and Gulf of Mexico, including our St. Eustatius terminal, which experienced the most damage and was temporarily shut down. The damage caused by the Caribbean hurricane resulted in lower revenues for our bunker fuel operations in our fuels marketing segment and lower throughput and associated handling fees in our storage segment in 2017 and in the first quarter of 2018. In January 2018, we received $87.5 million of insurance proceeds in settlement of our property damage claim for our St. Eustatius terminal, of which $9.1 million related to business interruption. Proceeds from business interruption insurance are included in “Operating expenses” in the consolidated statements of income and in “Cash flows from operating activities” in the consolidated statements of cash flows. We recorded a $78.8 million gain in “Other income, net” in the consolidated statements of income in the first quarter of 2018 for the amount by which the insurance proceeds exceeded our expenses incurred during the period. We expect that the costs to repair the property damage at the terminal will not exceed the amount of insurance proceeds received. Basis of Presentation These unaudited condensed consolidated financial statements include the accounts of the Partnership and subsidiaries in which the Partnership has a controlling interest. Inter-partnership balances and transactions have been eliminated in consolidation. These unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X of the Securities Exchange Act of 1934. Accordingly, they do not include all of the information and notes required by GAAP for complete consolidated financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included, and all disclosures are adequate. All such adjustments are of a normal recurring nature unless disclosed otherwise. Financial information for the three and six months ended June 30, 2018 and 2017 included in these Condensed Notes to Consolidated Financial Statements is derived from our unaudited condensed consolidated financial statements. Operating results for the three and six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018 . The consolidated balance sheet as of December 31, 2017 has been derived from the audited consolidated financial statements as of that date. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2017 . Certain previously reported amounts in the 2017 consolidated financial statements have been reclassified to conform to the 2018 presentation. |
MERGER
MERGER | 6 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
MERGER AGREEMENT | MERGER On February 7, 2018, NuStar Energy, Riverwalk Logistics, L.P., NuStar GP, LLC, Marshall Merger Sub LLC, a wholly owned subsidiary of NuStar Energy (Merger Sub), Riverwalk Holdings, LLC and NuStar GP Holdings entered into an Agreement and Plan of Merger (the Merger Agreement). Pursuant to the Merger Agreement, Merger Sub merged with and into NuStar GP Holdings with NuStar GP Holdings being the surviving entity (the Merger), such that NuStar Energy is the sole member of NuStar GP Holdings following the Merger (refer to the next two pages for charts depicting our organizational structure before and after the Merger). The Merger closed on July 20, 2018. Pursuant to the Merger Agreement and at the effective time of the Merger, NuStar Energy’s partnership agreement was amended and restated to, among other things, (i) cancel the incentive distribution rights held by our general partner, (ii) convert the 2% general partner interest in NuStar Energy held by our general partner into a non-economic management interest and (iii) provide the holders of our common units with voting rights in the election of the members of the board of directors of NuStar GP, LLC at an annual meeting, beginning in 2019. At the effective time of the Merger, each outstanding NuStar GP Holdings common unit was converted into the right to receive 0.55 of a NuStar Energy common unit and all NuStar GP Holdings common units ceased to be outstanding. No fractional NuStar Energy common units were issued in the Merger; instead, each holder of NuStar GP Holdings’ common units otherwise entitled to receive a fractional NuStar Energy common unit is receiving cash in lieu thereof. As a result of the Merger, we issued approximately 23.6 million NuStar Energy common units and cancelled the 10.2 million NuStar Energy common units owned by subsidiaries of NuStar GP Holdings, resulting in approximately 13.4 million incremental NuStar Energy common units outstanding after the Merger. Also at the effective time of the Merger, each outstanding award of NuStar GP Holdings restricted units was converted, on the same terms and conditions as were applicable to the awards immediately prior to the Merger, into an award of NuStar Energy restricted units. The number of NuStar Energy restricted units subject to the converted awards was determined pursuant to the 0.55 exchange ratio provided in the Merger Agreement. Following the completion of the Merger, the NuStar GP, LLC board of directors consists of nine members, currently composed of the six members of the NuStar GP, LLC board of directors prior to the Merger and the three independent directors who served prior to the Merger on NuStar GP Holdings’ board of directors. We plan to account for the Merger as an equity transaction similar to a redemption or induced conversion of preferred stock. The excess of (1) the fair value of the consideration transferred in exchange for the outstanding NSH units over (2) the carrying value of the general partner interest in the Partnership will be subtracted from net income available to common unitholders in the calculation of net income per unit. The consideration transferred includes the fair value of the incremental NS units issued, assumed NSH debt of $51.5 million and estimated transaction costs of approximately $10.0 million , resulting in an estimated reduction of $3.55 per common unit in the third quarter of 2018. The following chart depicts a summary of our organizational structure at June 30, 2018, before the Merger: The following chart depicts a summary of our organizational structure after the Merger: |
NEW ACCOUNTING PRONOUNCEMENTS
NEW ACCOUNTING PRONOUNCEMENTS | 6 Months Ended |
Jun. 30, 2018 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
NEW ACCOUNTING PRONOUNCEMENTS | NEW ACCOUNTING PRONOUNCEMENTS Unit-Based Payments to Nonemployees In June 2018, the Financial Accounting Standards Board (FASB) issued amended guidance which aligns the measurement and classification guidance for unit-based payments to nonemployees with the guidance for unit-based payments to employees, with certain exceptions. Under the amended guidance, unit-based payment awards to nonemployees will be measured at their grant date fair value. The guidance is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. The amended guidance should be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. We are currently evaluating whether we will adopt these provisions early, but we do not expect the guidance to have a material impact on our financial position, results of operations or disclosures. Comprehensive Income In February 2018, the FASB issued amended guidance which provides an entity the option to reclassify stranded tax effects caused by the Tax Cuts and Jobs Act of 2017 from accumulated other comprehensive income to retained earnings, and also requires certain additional disclosures about those stranded tax effects. The guidance is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. The new requirements should be applied using one of two retrospective transition methods. We are currently evaluating whether we will adopt these provisions early, but we do not expect the guidance to have a material impact on our financial position, results of operations or disclosures. Derivatives and Hedging In August 2017, the FASB issued amended guidance intended to improve the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements. The amended guidance also makes certain targeted improvements to simplify the application of current hedge accounting guidance. The guidance is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. Certain of the new requirements should be applied prospectively while others should be applied using a modified retrospective transition method. We currently expect to adopt the amended guidance on January 1, 2019. We do not expect the guidance to have a material impact on our financial position or results of operations, and we are assessing the impact on our disclosures. Defined Benefit Plans In March 2017, the FASB issued amended guidance that changes the presentation of net periodic pension cost related to defined benefit plans. Under the amended guidance, the service cost component of net periodic benefit cost will be presented in the same income statement line items as other current employee compensation costs, but the remaining components of net periodic benefit cost will be presented outside of operating income. The changes are effective for annual and interim periods beginning after December 15, 2017, and amendments should be applied retrospectively. We began reporting the remaining components of net periodic benefit cost in “Other income, net” in the consolidated statements of comprehensive income upon adoption of the amended guidance on January 1, 2018. We applied the amended guidance prospectively as it did not have a material impact on previous periods. Goodwill In January 2017, the FASB issued amended guidance that simplifies the accounting for goodwill impairment by eliminating step 2 of the goodwill impairment test. Under the amended guidance, goodwill impairment will be measured as the excess of the reporting unit’s carrying value over its fair value, not to exceed the carrying amount of goodwill for that reporting unit. The changes are effective for annual and interim periods beginning after December 15, 2019, and amendments should be applied prospectively. Early adoption is permitted for any impairment tests performed after January 1, 2017, and we are currently evaluating whether we will adopt these provisions early. Regardless of our decision, we do not expect the guidance to have a material impact on our financial position, results of operations or disclosures. Credit Losses In June 2016, the FASB issued amended guidance that requires the use of a “current expected loss” model for financial assets measured at amortized cost and certain off-balance sheet credit exposures. Under this model, entities will be required to estimate the lifetime expected credit losses on such instruments based on historical experience, current conditions, and reasonable and supportable forecasts. This amended guidance also expands the disclosure requirements to enable users of financial statements to understand an entity’s assumptions, models and methods for estimating expected credit losses. The changes are effective for annual and interim periods beginning after December 15, 2019, and amendments should be applied using a modified retrospective approach. We currently expect to adopt the amended guidance on January 1, 2020, and we are assessing the impact of this amended guidance on our financial position, results of operations and disclosures. We plan to provide additional information about the expected financial impact at a future date. Leases In February 2016, the FASB issued amended guidance that requires lessees to recognize the assets and liabilities that arise from most leases on the balance sheet. For lessors, this amended guidance modifies the classification criteria and the accounting for sales-type and direct financing leases. The changes are effective for annual and interim periods beginning after December 15, 2018, and amendments should be applied using a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements, with the option to use certain practical expedients including those for land easements. In July 2018, the FASB issued amended guidance that, among other things, provides another transition method option which allows entities to initially apply the new lease guidance at the adoption date through a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. We currently expect to adopt these provisions on January 1, 2019 using this optional transition method. We have identified our lease arrangements, continue the process of system implementation, and have begun to evaluate internal processes and controls. We are evaluating the impact of the amended guidance on our balance sheet, results of operations, disclosures and internal controls and plan to provide additional information about the expected impact once known. Revenue Recognition In May 2014, the FASB and the International Accounting Standards Board jointly issued a comprehensive new revenue recognition standard that requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services. The standard is effective for public entities for annual and interim periods beginning after December 15, 2017, using one of two retrospective transition methods. We adopted these provisions January 1, 2018 using the modified retrospective approach. The transition adjustment related to the adoption was immaterial, and we do not expect the adoption of this standard to materially impact the amount or timing of our revenue going forward. Please refer to Note 13 for further discussion. |
ACQUISITIONS
ACQUISITIONS | 6 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS Council Bluffs Acquisition On April 16, 2018, we acquired CHS Inc.’s Council Bluffs pipeline system, comprised of a 227-mile pipeline and 18 storage tanks, for approximately $37.5 million (the Council Bluffs Acquisition). The assets acquired and the results of operations are included in our pipeline segment from the date of acquisition. We accounted for this acquisition as an asset purchase. Navigator Acquisition On April 11, 2017, we entered into a Membership Interest Purchase and Sale Agreement (the Acquisition Agreement) with FR Navigator Holdings LLC to acquire (the Navigator Acquisition) all of the issued and outstanding limited liability company interests in Navigator Energy Services, LLC (Navigator) for approximately $1.5 billion . We closed the Navigator Acquisition on May 4, 2017 . We acquired crude oil transportation, pipeline gathering and storage assets located in the Midland Basin in West Texas that we collectively refer to as our Permian Crude System. The assets acquired are included in our pipeline segment. The condensed consolidated statements of comprehensive income include the results of operations for Navigator commencing on May 4, 2017. We accounted for the Navigator Acquisition using the acquisition method. The following table reflects the final purchase price allocation: Purchase Price Allocation (Thousands of Dollars) Accounts receivable $ 4,747 Other current assets 2,359 Property, plant and equipment, net 376,690 Intangible assets (a) 700,000 Goodwill (b) 398,024 Other long-term assets, net 2,199 Current liabilities (22,300 ) Purchase price allocation, net of cash acquired $ 1,461,719 (a) Intangible assets, which consist of customer contracts and relationships, are amortized on a straight-line basis over a period of 20 years . (b) The goodwill acquired represents the expected benefit from entering new geographic areas and the anticipated opportunities to generate future cash flows from the assets acquired and potential future projects. The unaudited pro forma information for the three and six months ended June 30, 2017 below presents the combined historical financial information for Navigator and the Partnership for those periods. This information assumes: • we completed the Navigator Acquisition on January 1, 2017; • we issued approximately 14.4 million common units; • we received a contribution from our general partner of $13.6 million to maintain its 2% interest; • we issued 15.4 million Series B Preferred Units; • we issued $550.0 million of 5.625% senior notes; • additional depreciation and amortization that would have been incurred assuming the fair value adjustments to property, plant and equipment and intangible assets reflected in the purchase price allocation above; and • we satisfied Navigator’s outstanding obligations under its revolving credit agreement. Three Months Ended June 30, 2017 Six Months Ended June 30, 2017 (Thousands of Dollars, Except Per Unit Data) Revenues $ 439,933 $ 937,317 Net income $ 21,211 $ 63,659 Basic net (loss) income per common unit $ (0.03 ) $ 0.16 The pro forma information for the three and six months ended June 30, 2017 includes transaction costs of approximately $14.0 million , which were directly attributable to the Navigator Acquisition and paid in the second quarter of 2017. The pro forma information is unaudited and is not necessarily indicative of the results of operations that would have resulted had the Navigator Acquisition occurred on January 1, 2017 or that may result in the future. |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Revolving Credit Agreement On June 29, 2018, NuStar Logistics amended its revolving credit agreement (the Revolving Credit Agreement) to exclude the Series D Preferred Units from the definition of “Indebtedness.” Additionally, the amendment reduced the total amount available for borrowing from $1.75 billion to $1.575 billion , effective June 29, 2018, with a further reduction to $1.4 billion , effective December 28, 2018. The Revolving Credit Agreement was also amended to, among other things, add a consolidated interest coverage ratio (as defined in the Revolving Credit Agreement), which must not be less than 1.75-to-1.00 for each rolling period of four quarters, beginning with the rolling period ending June 30, 2018. On March 28, 2018, NuStar Logistics amended the Revolving Credit Agreement to increase the maximum allowed consolidated debt coverage ratio (as defined in the Revolving Credit Agreement) to 5.25-to-1.00 for the rolling periods ending June 30, 2018 through December 31, 2018. For any rolling periods ending on or after March 31, 2019, the maximum allowed consolidated debt coverage ratio may not exceed 5.00-to-1.00. The Revolving Credit Agreement was also amended to, among other things, provide that the definition of “Change in Control” in the Revolving Credit Agreement excludes the Merger discussed in Note 2 . The maximum consolidated debt coverage ratio and minimum consolidated interest coverage ratio requirements may limit the amount we can borrow under the Revolving Credit Agreement to an amount less than the total amount available for borrowing. As of June 30, 2018 , we had $553.7 million available for borrowing, and we believe that we are in compliance with the covenants in the Revolving Credit Agreement. The Revolving Credit Agreement bears interest, at our option, based on an alternative base rate, a LIBOR-based rate or a EURIBOR-based rate. The interest rate on the Revolving Credit Agreement is subject to adjustment if our debt rating is downgraded (or upgraded) by certain credit rating agencies. In February 2018, Moody’s Investor Service Inc. (Moody’s) lowered our credit rating from Ba1 to Ba2. This rating downgrade caused the interest rate on our Revolving Credit Agreement to increase by 0.25% effective February 2018. As of June 30, 2018 , our weighted-average interest rate related to borrowings under the Revolving Credit Agreement was 3.9% , and we had $1.0 billion outstanding. NuStar Logistics Senior Notes The credit rating downgrade by Moody’s in February 2018 increased the interest rate on our $350.0 million of 7.65% senior notes by 0.25% , resulting in an interest rate of 8.65% applicable to the interest payment due April 15, 2018. We repaid these notes on April 15, 2018 with borrowings under our Revolving Credit Agreement. NuStar Logistics Subordinated Notes Effective January 15, 2018, the interest rate on NuStar Logistics’ $402.5 million of fixed-to-floating rate subordinated notes due January 15, 2043 switched from a fixed annual rate of 7.625% , payable quarterly in arrears, to an annual rate equal to the sum of the three-month LIBOR for the related quarterly interest period, plus 6.734% payable quarterly, commencing with the interest payment due April 15, 2018. As of June 30, 2018 , the interest rate was 9.1% . Receivables Financing Agreement NuStar Energy and NuStar Finance LLC (NuStar Finance), a special purpose entity and wholly owned subsidiary of NuStar Energy, are parties to a $125.0 million receivables financing agreement with third-party lenders (the Receivables Financing Agreement) and agreements with certain of NuStar Energy’s wholly owned subsidiaries (collectively with the Receivables Financing Agreement, the Securitization Program). NuStar Finance’s sole activity consists of purchasing receivables from NuStar Energy’s wholly owned subsidiaries that participate in the Securitization Program and providing these receivables as collateral for NuStar Finance’s revolving borrowings under the Securitization Program. NuStar Finance is a separate legal entity and the assets of NuStar Finance, including these accounts receivable, are not available to satisfy the claims of creditors of NuStar Energy, its subsidiaries selling receivables under the Securitization Program or their affiliates. The amount available for borrowing is based on the availability of eligible receivables and other customary factors and conditions. The March 28, 2018 amendment to the Revolving Credit Agreement also limits the amount of borrowings under the Receivables Financing Agreement to $125.0 million . Borrowings by NuStar Finance under the Receivables Financing Agreement bear interest at the applicable bank rate, as defined under the Receivables Financing Agreement. The weighted average interest rate related to outstanding borrowings under the Securitization Program as of June 30, 2018 was 3.0% . As of June 30, 2018 , $103.2 million of our accounts receivable, net of allowance for doubtful accounts, are included in the Securitization Program. The amount of borrowings outstanding under the Receivables Financing Agreement totaled $56.4 million as of June 30, 2018 , which is included in “Long-term debt” on the consolidated balance sheet. On March 28, 2018, the Receivables Financing Agreement was amended to change the definition of Change in Control in the Receivables Financing Agreement such that the Merger discussed in Note 2 would not be a Change in Control for purposes of the Receivables Financing Agreement. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES We have contingent liabilities resulting from various litigation, claims and commitments. We record accruals for loss contingencies when losses are considered probable and can be reasonably estimated. Legal fees associated with defending the Partnership in legal matters are expensed as incurred. We accrued $2.7 million for contingent losses as of June 30, 2018 and $7.3 million as of December 31, 2017 . The amount that will ultimately be paid related to such matters may differ from the recorded accruals, and the timing of such payments is uncertain. We evaluate each contingent loss at least quarterly, and more frequently as each matter progresses and develops over time, and we do not believe that the resolution of any particular claim or proceeding, or all matters in the aggregate, would have a material adverse effect on our results of operations, financial position or liquidity. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS We segregate the inputs used in measuring fair value into three levels: Level 1, defined as observable inputs, such as quoted prices for identical assets or liabilities in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in markets that are not active; and Level 3, defined as unobservable inputs for which little or no market data exists. We consider counterparty credit risk and our own credit risk in the determination of all estimated fair values. Recurring Fair Value Measurements The following assets and liabilities are measured at fair value on a recurring basis: June 30, 2018 Level 1 Level 2 Level 3 Total (Thousands of Dollars) Assets: Other long-term assets, net: Interest rate swaps $ — $ 4,491 $ — $ 4,491 Liabilities: Accrued liabilities: Commodity derivatives $ (247 ) $ — $ — $ (247 ) December 31, 2017 Level 1 Level 2 Level 3 Total (Thousands of Dollars) Assets: Other current assets: Product imbalances $ 3,890 $ — $ — $ 3,890 Liabilities: Accrued liabilities: Product imbalances $ (1,534 ) $ — $ — $ (1,534 ) Commodity derivatives (878 ) — — (878 ) Interest rate swaps — (5,394 ) — (5,394 ) Other long-term liabilities: Interest rate swaps — (4,594 ) — (4,594 ) Total liabilities $ (2,412 ) $ (9,988 ) $ — $ (12,400 ) Product Imbalances. Pursuant to the new revenue recognition standard we adopted January 1, 2018, we no longer recognize the fair value of product imbalances on our consolidated balance sheets. Prior to adoption, we valued our assets and liabilities related to product imbalances using quoted market prices in active markets as of the reporting date; accordingly, we included these product imbalances in Level 1 of the fair value hierarchy. Commodity Derivatives. We base the fair value of certain of our commodity derivative instruments on quoted prices on an exchange; accordingly, we include these items in Level 1 of the fair value hierarchy. See Note 8 for a discussion of our derivative instruments. Interest Rate Swaps. Because we estimate the fair value of our forward-starting interest rate swaps using discounted cash flows, which use observable inputs such as time to maturity and market interest rates, we include these interest rate swaps in Level 2 of the fair value hierarchy. Fair Value of Financial Instruments We recognize cash equivalents, receivables, payables and debt in our consolidated balance sheets at their carrying amounts. The fair values of these financial instruments, except for long-term debt, approximate their carrying amounts. The estimated fair values and carrying amounts of long-term debt, including the current portion, were as follows: June 30, 2018 December 31, 2017 (Thousands of Dollars) Fair value $ 3,394,956 $ 3,677,622 Carrying amount $ 3,380,366 $ 3,613,059 We have estimated the fair value of our publicly traded notes based upon quoted prices in active markets; therefore, we determined that the fair value of our publicly traded notes falls in Level 1 of the fair value hierarchy. With regard to our other debt, for which a quoted market price is not available, we have estimated the fair value using a discounted cash flow analysis using current incremental borrowing rates for similar types of borrowing arrangements and determined that the fair value falls in Level 2 of the fair value hierarchy. |
DERIVATIVES AND RISK MANAGEMENT
DERIVATIVES AND RISK MANAGEMENT ACTIVITIES | 6 Months Ended |
Jun. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVES AND RISK MANAGEMENT ACTIVITIES | DERIVATIVES AND RISK MANAGEMENT ACTIVITIES We utilize various derivative instruments to manage our exposure to interest rate risk and commodity price risk. Our risk management policies and procedures are designed to monitor interest rates, futures and swap positions and over-the-counter positions, as well as physical commodity volumes, grades, locations and delivery schedules, to help ensure that our hedging activities address our market risks. Interest Rate Risk We are a party to certain interest rate swap agreements to manage our exposure to changes in interest rates, which include forward-starting interest rate swap agreements related to forecasted debt issuances in 2020. We entered into these swaps in order to hedge the risk of fluctuations in the required interest payments attributable to changes in the benchmark interest rate during the period from the effective date of the swap to the issuance of the forecasted debt. Under the terms of the swaps, we pay a fixed rate and receive a rate based on the three-month USD LIBOR . These swaps qualify as cash flow hedges, and we designate them as such. We record the effective portion of mark-to-market adjustments as a component of “Accumulated other comprehensive income (loss)” (AOCI), and the amount in AOCI will be recognized in “Interest expense, net” as the forecasted interest payments occur or if the interest payments are probable not to occur. As of June 30, 2018 and December 31, 2017 , the aggregate notional amount of forward-starting interest rate swaps totaled $250.0 million and $600.0 million , respectively. In April 2018, in connection with the maturity of the 7.65% senior notes due April 15, 2018, we terminated forward-starting interest rate swaps with an aggregate notional amount of $350.0 million and received $8.0 million . Commodity Price Risk We are exposed to market risks related to the volatility of petroleum product prices. In order to reduce the risk of commodity price fluctuations with respect to our petroleum product inventories and related firm commitments to purchase and/or sell such inventories, we utilize commodity futures and swap contracts, which qualify, and we designate, as fair value hedges. Derivatives that are intended to hedge our commodity price risk but fail to qualify as fair value or cash flow hedges are considered economic hedges, and we record associated gains and losses in net income. Our risk management committee oversees our trading controls and procedures and certain aspects of commodity and trading risk management. Our risk management committee also reviews all new commodity and trading risk management strategies in accordance with our risk management policy, as approved by our board of directors. We ceased marketing crude oil in the second quarter of 2017 and exited our heavy fuels trading operations in the third quarter of 2017, thereby reducing our overall hedging activity. The volume of commodity contracts is based on open derivative positions and represents the combined volume of our long and short open positions on an absolute basis, which totaled 1.2 million barrels as of June 30, 2018 and December 31, 2017 . We had $0.2 million and $0.3 million of margin deposits as of June 30, 2018 and December 31, 2017 , respectively. The fair values of our derivative instruments included in our consolidated balance sheets were as follows: Asset Derivatives Liability Derivatives Balance Sheet Location June 30, December 31, June 30, December 31, (Thousands of Dollars) Derivatives Designated as Hedging Instruments: Interest rate swaps Other long-term assets, net $ 4,491 $ — $ — $ — Commodity contracts Accrued liabilities — — (70 ) (112 ) Interest rate swaps Accrued liabilities — — — (5,394 ) Interest rate swaps Other long-term liabilities — — — (4,594 ) Total 4,491 — (70 ) (10,100 ) Derivatives Not Designated as Hedging Instruments: Commodity contracts Accrued liabilities 1,278 742 (1,455 ) (1,508 ) Total Derivatives $ 5,769 $ 742 $ (1,525 ) $ (11,608 ) Certain of our derivative instruments are eligible for offset in the consolidated balance sheets and subject to master netting arrangements. Under our master netting arrangements, there is a legally enforceable right to offset amounts, and we intend to settle such amounts on a net basis. The following are the net amounts presented on the consolidated balance sheets: Commodity Contracts June 30, December 31, (Thousands of Dollars) Net amounts of assets presented in the consolidated balance sheets $ — $ — Net amounts of liabilities presented in the consolidated balance sheets $ (247 ) $ (878 ) We recognize the impact of our commodity contracts on earnings in “Cost of product sales” on the condensed consolidated statements of comprehensive income, as follows: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 (Thousands of Dollars) Derivatives Designated as Fair Value Hedging Instruments: (Loss) gain recognized in income on derivative $ (1,007 ) $ 364 $ (1,303 ) $ 2,461 Gain (loss) recognized in income on hedged item 981 (313 ) 1,218 (2,147 ) (Loss) gain recognized in income for ineffective portion $ (26 ) $ 51 $ (85 ) $ 314 Derivatives Not Designated as Hedging Instruments: (Loss) gain recognized in income on derivative $ (90 ) $ 52 $ (231 ) $ (86 ) Our interest rate swaps had the following impact on earnings: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 (Thousands of Dollars) Derivatives Designated as Cash Flow Hedging Instruments: Gain (loss) recognized in other comprehensive income on derivative (effective portion) $ 5,106 $ (7,980 ) $ 22,527 $ (7,941 ) Loss reclassified from AOCI into interest expense, net (effective portion) $ (1,162 ) $ (1,729 ) $ (2,552 ) $ (3,528 ) As of June 30, 2018 , we expect to reclassify a loss of $3.7 million to “Interest expense, net” within the next twelve months associated with unwound forward-starting interest rate swaps. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Please refer to Note 2 for a discussion of the Merger. Prior to the Merger, we were a party to the Amended and Restated Services Agreement with NuStar GP, LLC, effective March 1, 2016 (the Amended GP Services Agreement), which provided that we furnish administrative services necessary to conduct the business of NuStar GP Holdings, and NuStar GP Holdings compensated us for these services for an annual fee of $1.0 million, subject to adjustment. We terminated the Amended GP Services Agreement in conjunction with the Merger. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 6 Months Ended |
Jun. 30, 2018 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS NuStar’s Pension Plan is a qualified non-contributory defined benefit pension plan that provides eligible U.S. employees with retirement income as calculated under a cash balance formula. NuStar’s Excess Pension Plan is a nonqualified deferred compensation plan that provides benefits to a select group of management or other highly compensated employees. The Pension Plan and Excess Pension Plan are collectively referred to as the Pension Plans. We also sponsor a contributory medical benefits plan for U.S. employees who retired prior to April 1, 2014. For employees who retire on or after April 1, 2014, we provide partial reimbursement for eligible third-party health care premiums. The components of net periodic benefit cost (income) related to our Pension Plans and other postretirement benefit plans were as follows: Pension Plans Other Postretirement Benefit Plans 2018 2017 2018 2017 (Thousands of Dollars) For the three months ended June 30: Service cost $ 2,405 $ 2,239 $ 126 $ 113 Interest cost 1,206 1,127 107 108 Expected return on assets (1,854 ) (1,602 ) — — Amortization of prior service credit (514 ) (516 ) (286 ) (286 ) Amortization of net loss 543 371 53 48 Net periodic benefit cost (income) $ 1,786 $ 1,619 $ — $ (17 ) For the six months ended June 30: Service cost $ 4,811 $ 4,478 $ 252 $ 226 Interest cost 2,412 2,254 215 216 Expected return on assets (3,709 ) (3,205 ) — — Amortization of prior service credit (1,028 ) (1,031 ) (573 ) (572 ) Amortization of net loss 1,087 742 107 96 Net periodic benefit cost (income) $ 3,573 $ 3,238 $ 1 $ (34 ) |
SERIES D CUMULATIVE CONVERTIBLE
SERIES D CUMULATIVE CONVERTIBLE PREFERRED UNITS (Notes) | 6 Months Ended |
Jun. 30, 2018 | |
Temporary Equity Disclosure [Abstract] | |
SERIES D CUMULATIVE CONVERTIBLE PREFERED UNITS | SERIES D CUMULATIVE CONVERTIBLE PREFERRED UNITS Purchase Agreement and Issuance of Series D Preferred Units On June 26, 2018, the Partnership entered into a purchase agreement (the Series D Preferred Unit Purchase Agreement) with investment funds, accounts and entities (collectively, the Purchasers) managed by EIG Management Company, LLC and FS/EIG Advisors, LLC to issue and sell $590.0 million of Series D Preferred Units in a private placement. The Partnership issued a total of 23,246,650 Series D Preferred Units to the Purchasers at a price of $25.38 per Series D Preferred Unit (the Series D Preferred Unit Purchase Price). At the initial closing on June 29, 2018 (the Initial Closing), the Purchasers purchased 15,760,441 Series D Preferred Units for $400.0 million . We used net proceeds of $370.7 million received at the Initial Closing for general partnership purposes, including repayment of outstanding borrowings under our Revolving Credit Agreement. The Purchasers purchased the remaining 7,486,209 Series D Preferred Units for $190.0 million at a second closing on July 13, 2018. The aggregate net proceeds to the Partnership from the sale of the Series D Preferred Units, after deduction of a 3.5% transaction fee of $20.7 million paid to the Purchasers and other issuance costs of $13.4 million , were approximately $555.9 million . Series D Preferred Units Rights At the Initial Closing and pursuant to the Series D Preferred Unit Purchase Agreement, the Partnership amended and restated its partnership agreement to authorize and establish the rights, preferences and privileges of the Series D Preferred Units. The Series D Preferred Units rank equal to other classes of preferred units and senior to common units in the Partnership with respect to distribution rights and rights upon liquidation. The Series D Preferred Units generally will vote on an as-converted basis with the common units and will have certain class voting rights with respect to a limited number of matters as set forth in the partnership agreement. Series D Preferred Units Distributions Distributions on the Series D Preferred Units accrue and are cumulative from the issuance dates and are payable on the 15th day (or next business day) of each of March, June, September and December, beginning September 17, 2018 to holders of record on the first business day of each payment month. The distribution rate on the Series D Preferred Units is: (i) 9.75% per annum for the first two years; (ii) 10.75% per annum for years three through five; and (iii) the greater of 13.75% per annum or the common unit distribution rate thereafter . While the Series D Preferred Units are outstanding, the Partnership will be prohibited from paying distributions on any junior securities, including the common units, unless full cumulative distributions on the Series D Preferred Units (and any parity securities) have been, or contemporaneously are being, paid or set aside for payment through the most recent Series D Preferred Unit distribution payment date. For the four distribution periods beginning with the initial Series D Preferred Unit distribution, the Series D Preferred Unit distributions may be paid, in the Partnership’s sole discretion, in (i) cash or (ii) a combination of additional Series D Preferred Units and cash, provided that up to 50% of the distribution amount may be paid in additional Series D Preferred Units. Thereafter, any Series D Preferred Unit distributions in excess of $0.635 may be paid, in the Partnership’s sole discretion, in additional Series D Preferred Units, with the remainder paid in cash. If we fail to pay in full any Series D Preferred Unit distribution amount, then, until we pay such distributions in full, the applicable distribution rate for each of those distribution periods shall be increased by $0.048 per Series D Preferred Unit. In addition, if we fail to pay in full any Series D Preferred Unit distribution amount for three consecutive distribution periods, then until we pay such distributions in full: (i) each holder of the Series D Preferred Units may elect to convert its Series D Preferred Units into common units on a one-for-one basis , plus any unpaid Series D distributions, (ii) one person selected by the holders holding a majority of the outstanding Series D Preferred Units shall become an additional member of our board of directors and (iii) we will not be permitted to incur any indebtedness (as defined in the Revolving Credit Agreement) or engage in any acquisitions or asset sales in excess of $50.0 million without the consent of the holders holding a majority of the outstanding Series D Preferred Units. In addition, we will permanently lose the ability to pay any part of the distributions on the Series D Preferred Units in the form of additional Series D Preferred Units. In July 2018, our board of directors declared an initial distribution of $0.525 per Series D Preferred Unit issued on June 29, 2018 and an initial distribution of $0.431 per Series D Preferred Unit issued on July 13, 2018, which will both be paid on September 17, 2018 to holders of record as of September 4, 2018 . Series D Preferred Units Conversion and Redemption Features At any time on or after June 29, 2020, each holder of Series D Preferred Units may convert all or any portion of its Series D Preferred Units into common units on a one-for-one basis (plus any unpaid Series D distributions), subject to anti-dilution adjustments, at any time, but not more than once per quarter, so long as any conversion is for at least $50.0 million based on the Series D Preferred Unit Purchase Price (or such lesser amount representing all of a holder’s Series D Preferred Units). The Partnership may redeem all or any portion of the Series D Preferred Units, in an amount not less than $50.0 million for cash at a redemption price equal to, as applicable: (i) $31.73 per Series D Preferred Unit at any time on or after June 29, 2023 but prior to June 29, 2024; (ii) $30.46 per Series D Preferred Unit at any time on or after June 29, 2024 but prior to June 29, 2025; (iii) $29.19 per Series D Preferred Unit at any time on or after June 29, 2025; plus, in each case, the sum of any unpaid distributions on the applicable Series D Preferred Unit plus the distributions prorated for the number of days elapsed (not to exceed 90 ) in the period of redemption (Series D Partial Period Distributions). The holders have the option to convert the units prior to such redemption as discussed above. Additionally, at any time on or after June 29, 2028, each holder of Series D Preferred Units will have the right to require the Partnership to redeem all of the Series D Preferred Units held by such holder at a redemption price equal to $29.19 per Series D Preferred Unit plus any unpaid Series D distributions plus the Series D Partial Period Distributions . If a holder of Series D Preferred Units exercises its redemption right, the Partnership may elect to pay up to 50% of such amount in common units (which shall be valued at 93% of a volume-weighted average trading price of the common units); provided, that the common units to be issued do not, in the aggregate, exceed 15% of NuStar Energy’s common equity market capitalization at the time. Series D Preferred Units Change of Control Upon certain events involving a change of control, each holder of the Series D Preferred Units may elect to: (i) convert its Series D Preferred Units into common units on a one-for-one basis, plus any unpaid Series D distributions ; (ii) require the Partnership to redeem its Series D Preferred Units for an amount equal to the sum of (a) $29.82 per Series D Preferred Unit plus (b) any unpaid Series D distributions plus (c) the applicable distribution amount for the distribution periods ending after the change of control event and prior to (but including) the fourth anniversary of the Initial Closing ; (iii) if the Partnership is the surviving entity and its common units continue to be listed, continue to hold its Series D Preferred Units; or (iv) if the Partnership will not be the surviving entity, or it will be the surviving entity but its common units will cease to be listed, require the Partnership to use its commercially reasonable efforts to deliver a security in the surviving entity that has substantially similar terms as the Series D Preferred Units; however, if the Partnership is unable to deliver a mirror security, each holder is still entitled to option (i) or (ii) above. Registration Rights Agreement On June 29, 2018, in connection with the Initial Closing and pursuant to the Series D Preferred Unit Purchase Agreement, the Partnership entered into a Registration Rights Agreement (the Registration Rights Agreement) with the Purchasers relating to the registration of the Series D Preferred Units and common units issuable upon conversion of the Series D Preferred Units (the Common Unit Registrable Securities, and, collectively with the Series D Preferred Units, the Registrable Securities). Pursuant to the Registration Rights Agreement, the Partnership is required to use its commercially reasonable efforts to file a registration statement and to cause such registration statement to become effective: (i) with respect to the Common Unit Registrable Securities, no later than one year after the Initial Closing; and (ii) with respect to the Series D Preferred Units, no later than one year after receipt by the Partnership after the second anniversary of the Initial Closing of a written request from holders holding a majority of the Series D Preferred Units to register the Series D Preferred Units. If the Partnership fails to cause such registration statements to become effective by such dates, the Partnership will be required to pay certain amounts to the holders of the Registrable Securities as liquidated damages. Series D Preferred Units Accounting Treatment The Series D Preferred Units include redemption provisions at the option of the holders of the Series D Preferred Units and upon a Series D Change of Control (as defined in the partnership agreement), which are outside the Partnership’s control. Therefore, they are presented in the mezzanine section of the consolidated balance sheets. The Series D Preferred Units have been recorded at their issuance date fair value, net of issuance costs. We reassess the presentation of the Series D Preferred Units in our consolidated balance sheets on a quarterly basis. The Series D Preferred Units are subject to accretion from their carrying value at the issuance date to the redemption value, which is based on the redemption right of the Series D Preferred Unit holders that may be exercised at any time on or after June 29, 2028, using the effective interest method over a period of ten years. The accretion will be treated in the same manner as a distribution and deducted from net income to arrive at net income attributable to common units. |
PARTNERS' EQUITY
PARTNERS' EQUITY | 6 Months Ended |
Jun. 30, 2018 | |
Partners' Capital Notes [Abstract] | |
PARTNERS' EQUITY | PARTNERS' EQUITY Please refer to Note 2 for a discussion of the Merger. Issuance of Common Units On June 29, 2018, we issued 413,736 common units at a price of $24.17 per unit to William E. Greehey, Chairman of the Board of Directors of NuStar GP, LLC. We used the proceeds of approximately $10.0 million from the sale of these units for general partnership purposes. Partners’ Equity Activity The following table summarizes changes to our partners’ equity, which excludes the Series D Preferred Units, (in thousands of dollars): Balance as of January 1, 2018 $ 2,480,089 Net income 155,320 Unit-based compensation 3,051 Other comprehensive income 18,303 Distributions to partners (204,347 ) Issuance of common units, including contribution from general partner 10,204 Other (6,143 ) Balance as of June 30, 2018 $ 2,456,477 Cash Distributions General Partner and Common Limited Partners . We make quarterly distributions to common unitholders, and, prior to the Merger, the general partner of 100% of our available cash, generally defined as cash receipts less cash disbursements, including distributions to our preferred units , and cash reserves established by the general partner, in its sole discretion. These quarterly distributions are declared and paid within 45 days subsequent to each quarter-end. The common unitholders receive a distribution each quarter as determined by the board of directors, subject to limitation by the distributions in arrears, if any, on our preferred units. Prior to the Merger, our available cash was distributed based on the percentages shown below: Percentage of Distribution Quarterly Distribution Amount per Common Unit Common Unitholders General Partner Including Incentive Distributions Up to $0.60 98% 2% Above $0.60 up to $0.66 90% 10% Above $0.66 75% 25% The general partner was not allocated distributions for the second quarter of 2018 as a result of the Merger, which was effective prior to the record date for the second quarter distribution. The common limited partners’ distribution for the second quarter of 2018 includes the additional common units issued in exchange for previously outstanding NSH units pursuant to the terms of the Merger Agreement because the Merger closed prior to the common unit distribution record date. The general partner did not receive incentive distributions for the first quarter of 2018 because the distribution declared for the first quarter was $0.60 per common unit. The following table reflects the allocation of total cash distributions to the general partner and common limited partners applicable to the period in which the distributions were earned: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 (Thousands of Dollars, Except Per Unit Data) General partner interest $ — $ 2,302 $ 1,141 $ 4,645 General partner incentive distribution — 10,912 — 23,824 Total general partner distribution — 13,214 1,141 28,469 Common limited partners’ distribution 64,205 101,869 120,121 203,782 Total cash distributions $ 64,205 $ 115,083 $ 121,262 $ 232,251 Cash distributions per unit applicable to common limited partners $ 0.60 $ 1.095 $ 1.200 $ 2.190 The following table summarizes information about our quarterly cash distributions to our general partner and common limited partners: Quarter Ended Cash Distributions Per Unit Total Cash Distributions Record Date Payment Date (Thousands of Dollars) June 30, 2018 $ 0.600 $ 64,205 August 7, 2018 August 13, 2018 March 31, 2018 $ 0.600 $ 57,057 May 8, 2018 May 14, 2018 December 31, 2017 $ 1.095 $ 115,267 February 8, 2018 February 13, 2018 Preferred Units. The following table summarizes information about our cash distributions on our 8.50% Series A, 7.625% Series B and 9.00% Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units : Period Cash Distributions Per Unit Total Cash Distributions Record Date Payment Date (Thousands of Dollars) Series A Preferred Units: June 15, 2018 - September 14, 2018 $ 0.53125 $ 4,813 September 4, 2018 September 17, 2018 March 15, 2018 - June 14, 2018 $ 0.53125 $ 4,813 June 1, 2018 June 15, 2018 December 15, 2017 - March 14, 2018 $ 0.53125 $ 4,813 March 1, 2018 March 15, 2018 Series B Preferred Units: June 15, 2018 to September 14, 2018 $ 0.47657 $ 7,339 September 4, 2018 September 17, 2018 March 15, 2018 to June 14, 2018 $ 0.47657 $ 7,339 June 1, 2018 June 15, 2018 December 15, 2017 to March 14, 2018 $ 0.47657 $ 7,339 March 1, 2018 March 15, 2018 Series C Preferred Units: June 15, 2018 to September 14, 2018 $ 0.56250 $ 3,881 September 4, 2018 September 17, 2018 March 15, 2018 to June 14, 2018 $ 0.56250 $ 3,881 June 1, 2018 June 15, 2018 November 30, 2017 - March 14, 2018 $ 0.65625 $ 4,528 March 1, 2018 March 15, 2018 Allocations of Net Income Our partnership agreement sets forth the calculation to be used to determine the amount and priority of cash distributions that the unitholders will receive and, prior to the Merger, the general partner received. The partnership agreement also contains provisions for the allocation of net income to the unitholders and, prior to the Merger, to the general partner. Our net income for each quarterly reporting period is first allocated to the preferred limited partner unitholders in an amount equal to the earned distributions for the respective reporting period and, prior to the Merger, then to the general partner in an amount equal to the general partner’s incentive distribution calculated based upon the declared distribution for the respective reporting period. Prior to the Merger, we allocated the remaining net income or loss among the common unitholders ( 98% ) and general partner ( 2% ), as set forth in our partnership agreement. The following table details the calculation of net income applicable to the general partner: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 (Thousands of Dollars, Except Percentage Data) Net income $ 29,399 $ 26,250 $ 155,532 $ 84,190 Less preferred limited partner interest 16,245 9,950 32,235 14,763 Less general partner incentive distribution — 10,912 — 23,824 Net income after preferred limited partner interest and general partner incentive distribution 13,154 5,388 123,297 45,603 General partner interest allocation 2 % 2 % 2 % 2 % General partner interest allocation of net income 263 108 2,466 912 General partner incentive distribution — 10,912 — 23,824 Net income applicable to general partner $ 263 $ 11,020 $ 2,466 $ 24,736 Accumulated Other Comprehensive Income (Loss) The balance of and changes in the components included in AOCI were as follows: Foreign Currency Translation Cash Flow Hedges Pension and Other Postretirement Benefits Total (Thousands of Dollars) Balance as of January 1, 2018 $ (51,603 ) $ (24,304 ) $ (9,020 ) $ (84,927 ) Other comprehensive (loss) income: Other comprehensive (loss) income before reclassification adjustments (6,379 ) 22,527 — 16,148 Net gain on pension costs reclassified into other income, net — — (407 ) (407 ) Net loss on cash flow hedges reclassified into interest expense, net — 2,552 — 2,552 Other 60 — (50 ) 10 Other comprehensive (loss) income (6,319 ) 25,079 (457 ) 18,303 Balance as of June 30, 2018 $ (57,922 ) $ 775 $ (9,477 ) $ (66,624 ) |
REVENUE FROM CONTRACTS WITH CUS
REVENUE FROM CONTRACTS WITH CUSTOMERS | 6 Months Ended |
Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer [Text Block] | REVENUE FROM CONTRACTS WITH CUSTOMERS Transition On January 1, 2018, we adopted Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers” (ASC Topic 606) using the modified retrospective method and applying ASC Topic 606 to all revenue contracts with customers. Results for reporting periods beginning after January 1, 2018 are presented under ASC Topic 606. In accordance with the modified retrospective approach, prior period amounts were not adjusted and are reported under ASC Topic 605, “Revenue Recognition.” The adoption of ASC Topic 606 affected our consolidated statements of comprehensive income as follows: As Reported Without Adoption of ASC Topic 606 Effect of Change Higher/(Lower) (Thousands of Dollars, Except Per Unit Data) For the three months ended June 30, 2018: Revenues $ 486,204 $ 484,646 $ 1,558 Operating income $ 79,838 $ 78,280 $ 1,558 Net income $ 29,399 $ 27,841 $ 1,558 Basic net income per common unit $ 0.15 $ 0.13 $ 0.02 For the six months ended June 30, 2018: Revenues $ 962,085 $ 966,432 $ (4,347 ) Operating income $ 178,318 $ 182,665 $ (4,347 ) Net income $ 155,532 $ 159,879 $ (4,347 ) Basic net income per common unit $ 1.30 $ 1.34 $ (0.04 ) Revenue-Generating Activities Revenues for the pipeline segment are derived from interstate and intrastate pipeline transportation of refined products, crude oil and anhydrous ammonia and the applicable pipeline tariff. Revenues for the storage segment include fees for tank storage agreements, whereby a customer agrees to pay for a certain amount of storage in a tank over a period of time (storage terminal revenues), and throughput agreements, whereby a customer pays a fee per barrel for volumes moving through our terminals (throughput terminal revenues). Our terminals also provide blending, additive injections, handling and filtering services for which we charge additional fees, and certain of our facilities charge fees to provide marine services such as pilotage, tug assistance, line handling, launch service, emergency response services and other ship services (all of which are considered optional services). Revenues for the fuels marketing segment are derived from the sale of petroleum products. Within our pipeline and storage segments, we provide services on an uninterruptible and interruptible basis. Uninterruptible services within our pipeline segment typically result from contracts that contain take-or-pay minimum volume commitments (MVCs) from the customer. Contracts with MVCs obligate the customer to pay for that minimum amount. If a customer fails to meet its MVC for the applicable service period, the customer is obligated to pay a deficiency fee based upon the shortfall between the actual volumes transported or stored and the MVC for that service period (deficiency payments). In exchange, those contracts with MVCs obligate us to stand ready to transport volumes up to the customer’s MVC. Within our storage segment, uninterruptible services arise from contracts containing a fixed monthly fee for the portion of storage capacity reserved by the customer. These contracts require that the customer pay the fixed monthly fee, regardless of whether or not it uses our storage facility (i.e., take-or-pay obligation), and that we stand ready to store that volume. Interruptible services within our pipeline and storage segments are generally provided when and to the extent we determine the requested capacity is available. The customer typically pays a per-unit rate for the actual quantities of services it receives. Revenue Recognition After identifying a contract with a customer, ASC Topic 606 requires us to (i) identify the performance obligations in the contract; (ii) determine the transaction price; (iii) allocate the transaction price to the performance obligations; and (iv) recognize revenue when or as we satisfy a performance obligation. For the majority of our contracts, we recognize revenue in the amount to which we have a right to invoice. Generally, payment terms do not exceed 30 days. Performance Obligations. The majority of our contracts contain a single performance obligation. For our pipeline segment, the single performance obligation encompasses multiple activities necessary to deliver our customers’ products to their destinations. Typically, we satisfy this performance obligation over time as the product volume is delivered in or out of the pipelines. Similarly, the performance obligation for our storage segment consists of multiple activities necessary to receive, store and deliver our customers’ products. We typically satisfy this performance obligation over time as the product volume is delivered in or out of the tanks (for throughput terminal revenues) or with the passage of time (for storage terminal revenues). Certain of our pipeline segment customer contracts include an incentive pricing structure, which provides a discounted rate for the remainder of the contract once the customer exceeds a cumulative volume. The ability to receive discounted future services represents a material right to the customer, which results in a second performance obligation in those contracts. Product sales contracts associated with our fuels marketing segment generally include a single performance obligation to deliver specified volumes of a commodity, which we satisfy at a point in time, when the product is delivered and the customer obtains control of the commodity. Optional services do not provide a material right to the customer, and are not considered a separate performance obligation in the contract. If and when a customer elects an optional service, it becomes part of the existing performance obligation. Transaction Price. For uninterruptible services, we determine the transaction price at contract inception based on the guaranteed minimum amount of revenue over the term of the contract. For interruptible services and optional services, we determine the transaction price based on our right to invoice the customer for the value of services provided to the customer for the applicable period. In certain instances, our customers reimburse us for capital projects, in arrangements referred to as contributions in aid of construction, or CIAC. Typically, in these instances, we receive upfront payments for future services, which are included in the transaction price of the underlying service contract. We collect taxes on certain revenue transactions to be remitted to governmental authorities, which may include sales, use, value-added and some excise taxes. These taxes are not included in the transaction price and are, therefore, excluded from revenues. Allocation of Transaction Price. We allocate the transaction price to the single performance obligation that exists in the vast majority of our contracts with customers. For the few contracts that have a second performance obligation, such as those that include an incentive pricing structure, we calculate an average rate based on the estimated total volumes to be delivered over the term of the contract and the resulting estimated total revenue to be billed using the applicable rates in the contract. We allocate the transaction price to the two performance obligations by applying the average rate to product volumes as they are delivered to the customer over the term of the contract. Determining the timing and amount of volumes subject to these incentive pricing contracts requires judgment that can impact the amount of revenue allocated to the two separate performance obligations. We base our estimates on our analysis of expected future production information available from our customers or other sources, which we update at least quarterly. Some of our MVC contracts include provisions that allow the customer to apply deficiency payments to future service periods (the carryforward period). In those instances, we have not satisfied our performance obligation as we still have the obligation to perform those services, subject to contractual and/or capacity constraints, at the customer’s request. At least quarterly, we assess the customer’s ability to utilize any deficiency payments during the carryforward period. If we receive a deficiency payment from a customer that we expect the customer to utilize during the carryforward period, we defer that amount as a contract liability. We will consider the performance obligation satisfied and allocate any deferred deficiency payments to our performance obligation when the customer utilizes the deficiency payment, the carryforward period ends or we determine the customer cannot or will not utilize the deficiency payment (i.e. breakage). If our contract does not allow the customer to apply deficiency payments to future service periods, we allocate the deficiency payment to the already satisfied portion of the performance obligation. Contract Assets and Liabilities The following table provides information about contract assets and contract liabilities from contracts with customers: Contract Assets Contract Liabilities (Thousands of Dollars) Balance as of January 1, 2018 $ 2,127 $ (60,464 ) Additions 879 (20,820 ) Transfer to accounts receivable (2,397 ) — Transfer to revenues — 28,466 Total activity (1,518 ) 7,646 Balance as of June 30, 2018 609 (52,818 ) Less current portion 327 (18,149 ) Noncurrent portion $ 282 $ (34,669 ) Contract assets relate to performance obligations satisfied in advance of scheduled billings. Current contract assets are included in “Other current assets” and noncurrent contract assets are included in “Other long-term assets, net” on the consolidated balance sheet. Contract liabilities relate to payments received in advance of satisfying performance obligations under a contract, which mainly result from contracts with MVCs, contracts with an incentive pricing structure and CIAC payments. Current contract liabilities are included in “Accrued liabilities” and noncurrent contract liabilities are included in “Other long-term liabilities” on the consolidated balance sheet. In the second quarter of 2018, our customer, for whom we had recorded a contract liability to perform future services, elected not to extend the term of its terminal storage contract, thus reducing our future performance obligation. As a result, we adjusted the related contract liability and recognized $9.0 million in revenue. Remaining Performance Obligations The following table presents our estimated revenue from contracts with customers for remaining performance obligations that has not yet been recognized, representing our contractually committed revenue as of June 30, 2018 (in thousands of dollars): 2018 (remaining) $ 260,929 2019 377,617 2020 229,327 2021 168,290 2022 130,220 Thereafter 412,921 Total $ 1,579,304 Our contractually committed revenue, for purposes of the tabular presentation above, is generally limited to service customer contracts that have fixed pricing and fixed volume terms and conditions, generally including contracts with minimum volume commitment payment obligations. Disaggregation of Revenue The following table disaggregates our revenues: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 (Thousands of Dollars) Pipeline segment: Crude oil pipelines (excluding lessor revenues) $ 60,507 $ 47,039 $ 113,944 $ 83,786 Refined products and ammonia pipelines 89,769 79,701 173,068 164,194 Total pipeline segment revenues from contracts with customers 150,276 126,740 287,012 247,980 Lessor revenues — — 54 — Total pipeline segment revenues 150,276 126,740 287,066 247,980 Storage segment: Throughput terminals 20,141 22,122 40,157 42,812 Storage terminals (excluding lessor revenues) 127,347 126,655 252,697 243,615 Total storage segment revenues from contracts with customers 147,488 148,777 292,854 286,427 Lessor revenues 9,962 9,782 19,924 19,563 Total storage segment revenues 157,450 158,559 312,778 305,990 Fuels marketing segment revenues from contracts with customers 180,483 153,918 366,321 376,620 Consolidation and intersegment eliminations (2,005 ) (3,729 ) (4,080 ) (7,672 ) Total revenues $ 486,204 $ 435,488 $ 962,085 $ 922,918 |
NET INCOME PER COMMON UNIT
NET INCOME PER COMMON UNIT | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
NET INCOME PER COMMON UNIT | NET INCOME PER COMMON UNIT Basic net income per common unit is determined pursuant to the two-class method. Under this method, all earnings are allocated to our limited partners and participating securities based on their respective rights to receive distributions earned during the period. Participating securities include restricted units awarded under our long-term incentive plan and, prior to the Merger, included our general partner’s interest. We compute basic net income per common unit by dividing net income attributable to common units by the weighted-average number of common units outstanding during the period. As discussed in Note 11, the Series D Preferred Units are convertible into common units at the option of the holder at any time on or after June 29, 2028, and, as such, we calculated the dilutive effect of the Series D Preferred Units using the if-converted method. For the three and six months ended June 30, 2018, the effect of the assumed conversion of the 15,760,441 Series D Preferred Units outstanding as of June 30, 2018 was antidilutive and, therefore, we did not include such conversion in the computation of diluted net income per common unit. The following table details the calculation of net income per common unit: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 (Thousands of Dollars, Except Unit and Per Unit Data) Net income $ 29,399 $ 26,250 $ 155,532 $ 84,190 Less: Distributions to preferred limited partners 16,245 9,950 32,235 14,763 Less: Distributions to general partner (including incentive distribution rights) — 13,214 1,141 28,469 Less: Distributions to common limited partners 64,205 101,869 120,121 203,782 Less: Distribution equivalent rights to restricted units 480 712 925 1,427 Distributions (in excess of) less than earnings $ (51,531 ) $ (99,495 ) $ 1,110 $ (164,251 ) Net income attributable to common units: Distributions to common limited partners $ 64,205 $ 101,869 $ 120,121 $ 203,782 Allocation of distributions (in excess of) less than earnings (50,500 ) (97,505 ) 1,079 (160,966 ) Total $ 13,705 $ 4,364 $ 121,200 $ 42,816 Basic weighted-average common units outstanding 93,192,238 90,345,469 93,187,038 84,526,506 Basic net income per common unit $ 0.15 $ 0.05 $ 1.30 $ 0.51 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS | 6 Months Ended |
Jun. 30, 2018 | |
Statement of Cash Flows [Abstract] | |
STATEMENTS OF CASH FLOWS | STATEMENTS OF CASH FLOWS Changes in current assets and current liabilities were as follows: Six Months Ended June 30, 2018 2017 (Thousands of Dollars) Decrease (increase) in current assets: Accounts receivable $ 34,518 $ 48,875 Receivable from related party 130 231 Inventories (1,233 ) 13,005 Other current assets (2,494 ) (2,388 ) Increase (decrease) in current liabilities: Accounts payable 5,149 (57,822 ) Accrued interest payable (4,325 ) 6,234 Accrued liabilities 10,476 (14,703 ) Taxes other than income tax 1,329 (3,094 ) Income tax payable (817 ) (5,682 ) Changes in current assets and current liabilities $ 42,733 $ (15,344 ) The above changes in current assets and current liabilities differ from changes between amounts reflected in the applicable consolidated balance sheets due to: • current assets and current liabilities acquired during the period; • the change in the amount accrued for capital expenditures; • the effect of foreign currency translation; and • changes in the fair values of our interest rate swap agreements. Cash flows related to interest and income taxes were as follows: Six Months Ended June 30, 2018 2017 (Thousands of Dollars) Cash paid for interest, net of amount capitalized $ 96,761 $ 70,119 Cash paid for income taxes, net of tax refunds received $ 7,973 $ 9,556 |
SEGMENT INFORMATION
SEGMENT INFORMATION | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION Our reportable business segments consist of the pipeline, storage and fuels marketing segments. Our segments represent strategic business units that offer different services and products. We evaluate the performance of each segment based on its respective operating income, before general and administrative expenses and certain non-segmental depreciation and amortization expense. General and administrative expenses are not allocated to the operating segments since those expenses relate primarily to the overall management at the entity level. Our principal operations include the transportation of petroleum products and anhydrous ammonia, and the terminalling, storage and marketing of petroleum products. Intersegment revenues result from storage agreements with wholly owned subsidiaries of NuStar Energy at rates consistent with the rates charged to third parties for storage. Results of operations for the reportable segments were as follows: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 (Thousands of Dollars) Revenues: Pipeline $ 150,276 $ 126,740 $ 287,066 $ 247,980 Storage: Third parties 155,445 154,830 308,698 298,318 Intersegment 2,005 3,729 4,080 7,672 Total storage 157,450 158,559 312,778 305,990 Fuels marketing 180,483 153,918 366,321 376,620 Consolidation and intersegment eliminations (2,005 ) (3,729 ) (4,080 ) (7,672 ) Total revenues $ 486,204 $ 435,488 $ 962,085 $ 922,918 Operating income: Pipeline $ 62,979 $ 52,868 $ 120,773 $ 117,896 Storage 44,184 56,049 100,445 109,808 Fuels marketing 2,904 289 9,224 5,429 Consolidation and intersegment eliminations 3 1 — 1 Total segment operating income 110,070 109,207 230,442 233,134 General and administrative expenses 27,981 33,604 47,755 58,199 Other depreciation and amortization expense 2,251 2,199 4,369 4,392 Total operating income $ 79,838 $ 73,404 $ 178,318 $ 170,543 Total assets by reportable segment were as follows: June 30, December 31, (Thousands of Dollars) Pipeline $ 3,581,710 $ 3,492,417 Storage 2,754,290 2,735,563 Fuels marketing 118,119 118,746 Total segment assets 6,454,119 6,346,726 Other partnership assets 192,850 188,507 Total consolidated assets $ 6,646,969 $ 6,535,233 |
CONDENSED CONSOLIDATING FINANCI
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS | 6 Months Ended |
Jun. 30, 2018 | |
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS [Abstract] | |
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS | CONDENSED CONSOLIDATING FINANCIAL STATEMENTS NuStar Energy has no operations, and its assets consist mainly of its 100% indirectly owned subsidiaries, NuStar Logistics and NuPOP. The senior and subordinated notes issued by NuStar Logistics are fully and unconditionally guaranteed by NuStar Energy and NuPOP. As a result, the following condensed consolidating financial statements are presented as an alternative to providing separate financial statements for NuStar Logistics and NuPOP. Condensed Consolidating Balance Sheets June 30, 2018 (Thousands of Dollars) NuStar Energy NuStar Logistics NuPOP Non-Guarantor Subsidiaries Eliminations Consolidated Assets Cash and cash equivalents $ 896 $ 1,777 $ — $ 17,671 $ — $ 20,344 Receivables, net 204 61 — 141,886 — 142,151 Inventories — 1,913 8,408 17,750 — 28,071 Other current assets 78 16,119 1,838 8,491 — 26,526 Intercompany receivable 56,954 2,825,858 — — (2,882,812 ) — Total current assets 58,132 2,845,728 10,246 185,798 (2,882,812 ) 217,092 Property, plant and equipment, net — 1,857,862 622,399 1,979,420 — 4,459,681 Intangible assets, net — 53,819 — 704,948 — 758,767 Goodwill — 149,453 170,652 774,556 — 1,094,661 Investment in wholly owned subsidiaries 2,837,072 20,557 1,436,981 861,102 (5,155,712 ) — Other long-term assets, net 3,391 73,591 26,944 12,842 — 116,768 Total assets $ 2,898,595 $ 5,001,010 $ 2,267,222 $ 4,518,666 $ (8,038,524 ) $ 6,646,969 Liabilities, Mezzanine Equity and Partners’ Equity Accounts payable $ 4,169 $ 25,949 $ 6,810 $ 90,873 $ — $ 127,801 Short-term debt — 63,000 — — — 63,000 Accrued interest payable — 36,144 — 48 — 36,192 Accrued liabilities 608 21,666 8,016 34,429 — 64,719 Taxes other than income tax 6 5,368 4,828 6,018 — 16,220 Income tax payable — 231 — 3,126 — 3,357 Intercompany payable — — 1,372,863 1,509,949 (2,882,812 ) — Total current liabilities 4,783 152,358 1,392,517 1,644,443 (2,882,812 ) 311,289 Long-term debt, less current portion — 3,324,389 — 55,977 — 3,380,366 Deferred income tax liability — 1,262 12 21,839 — 23,113 Other long-term liabilities — 44,622 13,793 46,598 — 105,013 Series D preferred units 370,711 — — — — 370,711 Total partners’ equity 2,523,101 1,478,379 860,900 2,749,809 (5,155,712 ) 2,456,477 Total liabilities, mezzanine equity and partners’ equity $ 2,898,595 $ 5,001,010 $ 2,267,222 $ 4,518,666 $ (8,038,524 ) $ 6,646,969 Condensed Consolidating Balance Sheets December 31, 2017 (Thousands of Dollars) NuStar Energy NuStar Logistics NuPOP Non-Guarantor Subsidiaries Eliminations Consolidated Assets Cash and cash equivalents $ 885 $ 29 $ — $ 23,378 $ — $ 24,292 Receivables, net — 280 — 176,495 — 176,775 Inventories — 1,686 8,611 16,560 — 26,857 Other current assets 61 11,412 4,191 6,844 — 22,508 Intercompany receivable — 3,112,164 — — (3,112,164 ) — Total current assets 946 3,125,571 12,802 223,277 (3,112,164 ) 250,432 Property, plant and equipment, net — 1,893,720 591,070 1,816,143 — 4,300,933 Intangible assets, net — 58,530 — 725,949 — 784,479 Goodwill — 149,453 170,652 777,370 — 1,097,475 Investment in wholly owned subsidiaries 2,891,371 24,162 1,301,717 790,882 (5,008,132 ) — Deferred income tax asset — — — 233 — 233 Other long-term assets, net 303 65,684 27,493 8,201 — 101,681 Total assets $ 2,892,620 $ 5,317,120 $ 2,103,734 $ 4,342,055 $ (8,120,296 ) $ 6,535,233 Liabilities and Partners’ Equity Accounts payable $ 4,078 $ 27,642 $ 13,160 $ 101,052 $ — $ 145,932 Short-term debt — 35,000 — — — 35,000 Current portion of long-term debt — 349,990 — — — 349,990 Accrued interest payable — 40,402 — 47 — 40,449 Accrued liabilities 1,105 17,628 9,450 33,395 — 61,578 Taxes other than income tax 125 7,110 3,794 3,356 — 14,385 Income tax payable — 732 4 3,436 — 4,172 Intercompany payable 322,296 — 1,277,691 1,512,177 (3,112,164 ) — Total current liabilities 327,604 478,504 1,304,099 1,653,463 (3,112,164 ) 651,506 Long-term debt, less current portion — 3,201,220 — 61,849 — 3,263,069 Deferred income tax liability — 1,262 12 20,998 — 22,272 Other long-term liabilities — 58,806 8,861 50,630 — 118,297 Total partners’ equity 2,565,016 1,577,328 790,762 2,555,115 (5,008,132 ) 2,480,089 Total liabilities and partners’ equity $ 2,892,620 $ 5,317,120 $ 2,103,734 $ 4,342,055 $ (8,120,296 ) $ 6,535,233 Condensed Consolidating Statements of Comprehensive Income For the Three Months Ended June 30, 2018 (Thousands of Dollars) NuStar Energy NuStar Logistics NuPOP Non-Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 117,862 $ 66,505 $ 301,984 $ (147 ) $ 486,204 Costs and expenses 538 86,588 42,324 277,063 (147 ) 406,366 Operating (loss) income (538 ) 31,274 24,181 24,921 — 79,838 Equity in earnings of subsidiaries 29,900 1,692 23,145 45,673 (100,410 ) — Interest income (expense), net 37 (50,357 ) (1,724 ) 3,108 — (48,936 ) Other income (expense), net — 1,848 73 (509 ) — 1,412 Income (loss) before income tax expense 29,399 (15,543 ) 45,675 73,193 (100,410 ) 32,314 Income tax expense — 61 — 2,854 — 2,915 Net income (loss) $ 29,399 $ (15,604 ) $ 45,675 $ 70,339 $ (100,410 ) $ 29,399 Comprehensive income (loss) $ 29,399 $ (9,336 ) $ 45,675 $ 61,450 $ (100,410 ) $ 26,778 Condensed Consolidating Statements of Comprehensive Income For the Three Months Ended June 30, 2017 (Thousands of Dollars) NuStar Energy NuStar Logistics NuPOP Non-Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 128,895 $ 50,577 $ 256,363 $ (347 ) $ 435,488 Costs and expenses 486 83,096 37,781 241,068 (347 ) 362,084 Operating (loss) income (486 ) 45,799 12,796 15,295 — 73,404 Equity in earnings (loss) of subsidiaries 26,732 (7,177 ) 22,746 34,141 (76,442 ) — Interest income (expense), net 4 (46,390 ) (1,401 ) 2,175 — (45,612 ) Other income, net — 62 3 23 — 88 Income (loss) before income tax (benefit) expense 26,250 (7,706 ) 34,144 51,634 (76,442 ) 27,880 Income tax (benefit) expense — (365 ) 1 1,994 — 1,630 Net income (loss) $ 26,250 $ (7,341 ) $ 34,143 $ 49,640 $ (76,442 ) $ 26,250 Comprehensive income (loss) $ 26,250 $ (13,592 ) $ 34,143 $ 57,022 $ (76,442 ) $ 27,381 Condensed Consolidating Statements of Comprehensive Income For the Six Months Ended June 30, 2018 (Thousands of Dollars) NuStar Energy NuStar Logistics NuPOP Non-Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 237,556 $ 122,779 $ 602,099 $ (349 ) $ 962,085 Costs and expenses 1,150 159,004 77,505 546,457 (349 ) 783,767 Operating (loss) income (1,150 ) 78,552 45,274 55,642 — 178,318 Equity in earnings (loss) of subsidiaries 156,613 (557 ) 135,148 177,312 (468,516 ) — Interest income (expense), net 69 (100,383 ) (3,295 ) 6,901 — (96,708 ) Other income, net — 2,324 188 78,652 — 81,164 Income (loss) before income tax expense 155,532 (20,064 ) 177,315 318,507 (468,516 ) 162,774 Income tax expense — 231 1 7,010 — 7,242 Net income (loss) $ 155,532 $ (20,295 ) $ 177,314 $ 311,497 $ (468,516 ) $ 155,532 Comprehensive income $ 155,532 $ 4,784 $ 177,314 $ 304,721 $ (468,516 ) $ 173,835 Condensed Consolidating Statements of Comprehensive Income For the Six Months Ended June 30, 2017 (Thousands of Dollars) NuStar Energy NuStar Logistics NuPOP Non-Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 252,524 $ 102,818 $ 568,210 $ (634 ) $ 922,918 Costs and expenses 995 159,418 67,587 525,009 (634 ) 752,375 Operating (loss) income (995 ) 93,106 35,231 43,201 — 170,543 Equity in earnings (loss) of subsidiaries 85,177 (6,067 ) 48,961 81,494 (209,565 ) — Interest income (expense), net 8 (83,304 ) (2,705 ) 3,975 — (82,026 ) Other income, net — 83 9 136 — 228 Income before income tax (benefit) expense 84,190 3,818 81,496 128,806 (209,565 ) 88,745 Income tax (benefit) expense — (34 ) 2 4,587 — 4,555 Net income $ 84,190 $ 3,852 $ 81,494 $ 124,219 $ (209,565 ) $ 84,190 Comprehensive income (loss) $ 84,190 $ (561 ) $ 81,494 $ 133,526 $ (209,565 ) $ 89,084 Condensed Consolidating Statements of Cash Flows For the Six Months Ended June 30, 2018 (Thousands of Dollars) NuStar Energy NuStar Logistics NuPOP Non-Guarantor Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ 200,803 $ 31,209 $ 58,105 $ 261,300 $ (307,567 ) $ 243,850 Cash flows from investing activities: Capital expenditures — (17,136 ) (8,164 ) (223,221 ) — (248,521 ) Change in accounts payable related to capital expenditures — 495 (5,173 ) (14,642 ) — (19,320 ) Proceeds from sale or disposition of assets — 1,385 16 696 — 2,097 Proceeds from insurance recoveries — — — 78,419 — 78,419 Acquisitions — — (37,502 ) — — (37,502 ) Net cash used in investing activities — (15,256 ) (50,823 ) (158,748 ) — (224,827 ) Cash flows from financing activities: Debt borrowings — 1,122,272 — 11,000 — 1,133,272 Debt repayments — (1,316,621 ) — (16,900 ) — (1,333,521 ) Issuance of Series D preferred units 400,000 — — — — 400,000 Payment of issuance costs for Series D preferred units (29,289 ) — — — — (29,289 ) Issuance of common units 10,000 — — — — 10,000 Distributions to preferred unitholders (32,713 ) (16,356 ) (16,357 ) (16,358 ) 49,071 (32,713 ) Distributions to common unitholders and general partner (172,324 ) (86,162 ) (86,162 ) (86,172 ) 258,496 (172,324 ) Proceeds from termination of interest rate swaps — 8,048 — — — 8,048 Net intercompany activity (374,973 ) 279,080 95,237 656 — — Other, net (1,493 ) (4,466 ) — (64 ) — (6,023 ) Net cash used in financing activities (200,792 ) (14,205 ) (7,282 ) (107,838 ) 307,567 (22,550 ) Effect of foreign exchange rate changes on cash — — — (421 ) — (421 ) Net increase (decrease) in cash and cash equivalents 11 1,748 — (5,707 ) — (3,948 ) Cash and cash equivalents as of the beginning of the period 885 29 — 23,378 — 24,292 Cash and cash equivalents as of the end of the period $ 896 $ 1,777 $ — $ 17,671 $ — $ 20,344 Condensed Consolidating Statements of Cash Flows For the Six Months Ended June 30, 2017 (Thousands of Dollars) NuStar Energy NuStar Logistics NuPOP Non-Guarantor Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ 225,566 $ 85,203 $ 45,790 $ 192,692 $ (340,263 ) $ 208,988 Cash flows from investing activities: Capital expenditures — (19,639 ) (5,588 ) (83,622 ) — (108,849 ) Change in accounts payable related to capital expenditures — (2,823 ) (35 ) 9,709 — 6,851 Proceeds from sale or disposition of assets — 1,898 12 56 — 1,966 Investment in subsidiaries (1,262,000 ) — — (126 ) 1,262,126 — Proceeds from Axeon term loan — 110,000 — — — 110,000 Acquisitions — — — (1,476,719 ) — (1,476,719 ) Net cash (used in) provided by investing activities (1,262,000 ) 89,436 (5,611 ) (1,550,702 ) 1,262,126 (1,466,751 ) Cash flows from financing activities: Debt borrowings — 1,536,761 — 65,400 — 1,602,161 Debt repayments — (1,625,739 ) — (70,500 ) — (1,696,239 ) Note offering, net of issuance costs — 543,313 — — — 543,313 Issuance of other preferred units, net of issuance costs 371,802 — — — — 371,802 Issuance of common units, net of issuance costs 643,858 — — — — 643,858 General partner contribution 13,597 — — — — 13,597 Distributions to preferred unitholders (10,696 ) (5,348 ) (5,348 ) (5,348 ) 16,044 (10,696 ) Distributions to common unitholders and general partner (216,139 ) (108,070 ) (108,069 ) (108,080 ) 324,219 (216,139 ) Contributions from affiliates — 1,262,000 — 126 (1,262,126 ) — Net intercompany activity 236,622 (1,778,816 ) 73,237 1,468,957 — — Other, net (2,613 ) 1,319 1 (1 ) — (1,294 ) Net cash provided by (used) in financing activities 1,036,431 (174,580 ) (40,179 ) 1,350,554 (921,863 ) 1,250,363 Effect of foreign exchange rate changes on cash — — — 649 — 649 Net (decrease) increase in cash and cash equivalents (3 ) 59 — (6,807 ) — (6,751 ) Cash and cash equivalents as of the beginning of the period 870 5 — 35,067 — 35,942 Cash and cash equivalents as of the end of the period $ 867 $ 64 $ — $ 28,260 $ — $ 29,191 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table reflects the final purchase price allocation: Purchase Price Allocation (Thousands of Dollars) Accounts receivable $ 4,747 Other current assets 2,359 Property, plant and equipment, net 376,690 Intangible assets (a) 700,000 Goodwill (b) 398,024 Other long-term assets, net 2,199 Current liabilities (22,300 ) Purchase price allocation, net of cash acquired $ 1,461,719 (a) Intangible assets, which consist of customer contracts and relationships, are amortized on a straight-line basis over a period of 20 years . (b) The goodwill acquired represents the expected benefit from entering new geographic areas and the anticipated opportunities to generate future cash flows from the assets acquired and potential future projects. |
Business Acquisition, Pro Forma Information [Table Text Block] | The unaudited pro forma information for the three and six months ended June 30, 2017 below presents the combined historical financial information for Navigator and the Partnership for those periods. This information assumes: • we completed the Navigator Acquisition on January 1, 2017; • we issued approximately 14.4 million common units; • we received a contribution from our general partner of $13.6 million to maintain its 2% interest; • we issued 15.4 million Series B Preferred Units; • we issued $550.0 million of 5.625% senior notes; • additional depreciation and amortization that would have been incurred assuming the fair value adjustments to property, plant and equipment and intangible assets reflected in the purchase price allocation above; and • we satisfied Navigator’s outstanding obligations under its revolving credit agreement. Three Months Ended June 30, 2017 Six Months Ended June 30, 2017 (Thousands of Dollars, Except Per Unit Data) Revenues $ 439,933 $ 937,317 Net income $ 21,211 $ 63,659 Basic net (loss) income per common unit $ (0.03 ) $ 0.16 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Recurring and Nonrecurring [Table Text Block] | The following assets and liabilities are measured at fair value on a recurring basis: June 30, 2018 Level 1 Level 2 Level 3 Total (Thousands of Dollars) Assets: Other long-term assets, net: Interest rate swaps $ — $ 4,491 $ — $ 4,491 Liabilities: Accrued liabilities: Commodity derivatives $ (247 ) $ — $ — $ (247 ) December 31, 2017 Level 1 Level 2 Level 3 Total (Thousands of Dollars) Assets: Other current assets: Product imbalances $ 3,890 $ — $ — $ 3,890 Liabilities: Accrued liabilities: Product imbalances $ (1,534 ) $ — $ — $ (1,534 ) Commodity derivatives (878 ) — — (878 ) Interest rate swaps — (5,394 ) — (5,394 ) Other long-term liabilities: Interest rate swaps — (4,594 ) — (4,594 ) Total liabilities $ (2,412 ) $ (9,988 ) $ — $ (12,400 ) |
Fair Value and Carrying Value of Debt and Note Receivable [Table Text Block] | The estimated fair values and carrying amounts of long-term debt, including the current portion, were as follows: June 30, 2018 December 31, 2017 (Thousands of Dollars) Fair value $ 3,394,956 $ 3,677,622 Carrying amount $ 3,380,366 $ 3,613,059 |
DERIVATIVES AND RISK MANAGEME25
DERIVATIVES AND RISK MANAGEMENT ACTIVITIES (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block] | The fair values of our derivative instruments included in our consolidated balance sheets were as follows: Asset Derivatives Liability Derivatives Balance Sheet Location June 30, December 31, June 30, December 31, (Thousands of Dollars) Derivatives Designated as Hedging Instruments: Interest rate swaps Other long-term assets, net $ 4,491 $ — $ — $ — Commodity contracts Accrued liabilities — — (70 ) (112 ) Interest rate swaps Accrued liabilities — — — (5,394 ) Interest rate swaps Other long-term liabilities — — — (4,594 ) Total 4,491 — (70 ) (10,100 ) Derivatives Not Designated as Hedging Instruments: Commodity contracts Accrued liabilities 1,278 742 (1,455 ) (1,508 ) Total Derivatives $ 5,769 $ 742 $ (1,525 ) $ (11,608 ) |
Derivatives Assets And Liabilities Eligible for Offset Net [Table Text Block] | The following are the net amounts presented on the consolidated balance sheets: Commodity Contracts June 30, December 31, (Thousands of Dollars) Net amounts of assets presented in the consolidated balance sheets $ — $ — Net amounts of liabilities presented in the consolidated balance sheets $ (247 ) $ (878 ) |
Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance [Text Block] | We recognize the impact of our commodity contracts on earnings in “Cost of product sales” on the condensed consolidated statements of comprehensive income, as follows: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 (Thousands of Dollars) Derivatives Designated as Fair Value Hedging Instruments: (Loss) gain recognized in income on derivative $ (1,007 ) $ 364 $ (1,303 ) $ 2,461 Gain (loss) recognized in income on hedged item 981 (313 ) 1,218 (2,147 ) (Loss) gain recognized in income for ineffective portion $ (26 ) $ 51 $ (85 ) $ 314 Derivatives Not Designated as Hedging Instruments: (Loss) gain recognized in income on derivative $ (90 ) $ 52 $ (231 ) $ (86 ) Our interest rate swaps had the following impact on earnings: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 (Thousands of Dollars) Derivatives Designated as Cash Flow Hedging Instruments: Gain (loss) recognized in other comprehensive income on derivative (effective portion) $ 5,106 $ (7,980 ) $ 22,527 $ (7,941 ) Loss reclassified from AOCI into interest expense, net (effective portion) $ (1,162 ) $ (1,729 ) $ (2,552 ) $ (3,528 ) |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Retirement Benefits [Abstract] | |
Schedule of Net Benefit Costs [Table Text Block] | The components of net periodic benefit cost (income) related to our Pension Plans and other postretirement benefit plans were as follows: Pension Plans Other Postretirement Benefit Plans 2018 2017 2018 2017 (Thousands of Dollars) For the three months ended June 30: Service cost $ 2,405 $ 2,239 $ 126 $ 113 Interest cost 1,206 1,127 107 108 Expected return on assets (1,854 ) (1,602 ) — — Amortization of prior service credit (514 ) (516 ) (286 ) (286 ) Amortization of net loss 543 371 53 48 Net periodic benefit cost (income) $ 1,786 $ 1,619 $ — $ (17 ) For the six months ended June 30: Service cost $ 4,811 $ 4,478 $ 252 $ 226 Interest cost 2,412 2,254 215 216 Expected return on assets (3,709 ) (3,205 ) — — Amortization of prior service credit (1,028 ) (1,031 ) (573 ) (572 ) Amortization of net loss 1,087 742 107 96 Net periodic benefit cost (income) $ 3,573 $ 3,238 $ 1 $ (34 ) |
PARTNERS' EQUITY (Tables)
PARTNERS' EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Distributions Made to Limited Partners and General Partner [Line Items] | |
Schedule of Changes in Partners' Equity [Table Text Block] | The following table summarizes changes to our partners’ equity, which excludes the Series D Preferred Units, (in thousands of dollars): Balance as of January 1, 2018 $ 2,480,089 Net income 155,320 Unit-based compensation 3,051 Other comprehensive income 18,303 Distributions to partners (204,347 ) Issuance of common units, including contribution from general partner 10,204 Other (6,143 ) Balance as of June 30, 2018 $ 2,456,477 |
Schedule of Distribution Waterfall [Table Text Block] | Prior to the Merger, our available cash was distributed based on the percentages shown below: Percentage of Distribution Quarterly Distribution Amount per Common Unit Common Unitholders General Partner Including Incentive Distributions Up to $0.60 98% 2% Above $0.60 up to $0.66 90% 10% Above $0.66 75% 25% |
Schedule of Distributions To General and Common Limited Partners [Table Text Block] | The following table reflects the allocation of total cash distributions to the general partner and common limited partners applicable to the period in which the distributions were earned: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 (Thousands of Dollars, Except Per Unit Data) General partner interest $ — $ 2,302 $ 1,141 $ 4,645 General partner incentive distribution — 10,912 — 23,824 Total general partner distribution — 13,214 1,141 28,469 Common limited partners’ distribution 64,205 101,869 120,121 203,782 Total cash distributions $ 64,205 $ 115,083 $ 121,262 $ 232,251 Cash distributions per unit applicable to common limited partners $ 0.60 $ 1.095 $ 1.200 $ 2.190 |
Distributions Made to Common Limited and General Partners, by Distribution [Table Text Block] | The following table summarizes information about our quarterly cash distributions to our general partner and common limited partners: Quarter Ended Cash Distributions Per Unit Total Cash Distributions Record Date Payment Date (Thousands of Dollars) June 30, 2018 $ 0.600 $ 64,205 August 7, 2018 August 13, 2018 March 31, 2018 $ 0.600 $ 57,057 May 8, 2018 May 14, 2018 December 31, 2017 $ 1.095 $ 115,267 February 8, 2018 February 13, 2018 |
Schedule of Calculation of Net Income Applicable to General Partner [Table Text Block] | The following table details the calculation of net income applicable to the general partner: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 (Thousands of Dollars, Except Percentage Data) Net income $ 29,399 $ 26,250 $ 155,532 $ 84,190 Less preferred limited partner interest 16,245 9,950 32,235 14,763 Less general partner incentive distribution — 10,912 — 23,824 Net income after preferred limited partner interest and general partner incentive distribution 13,154 5,388 123,297 45,603 General partner interest allocation 2 % 2 % 2 % 2 % General partner interest allocation of net income 263 108 2,466 912 General partner incentive distribution — 10,912 — 23,824 Net income applicable to general partner $ 263 $ 11,020 $ 2,466 $ 24,736 |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | The balance of and changes in the components included in AOCI were as follows: Foreign Currency Translation Cash Flow Hedges Pension and Other Postretirement Benefits Total (Thousands of Dollars) Balance as of January 1, 2018 $ (51,603 ) $ (24,304 ) $ (9,020 ) $ (84,927 ) Other comprehensive (loss) income: Other comprehensive (loss) income before reclassification adjustments (6,379 ) 22,527 — 16,148 Net gain on pension costs reclassified into other income, net — — (407 ) (407 ) Net loss on cash flow hedges reclassified into interest expense, net — 2,552 — 2,552 Other 60 — (50 ) 10 Other comprehensive (loss) income (6,319 ) 25,079 (457 ) 18,303 Balance as of June 30, 2018 $ (57,922 ) $ 775 $ (9,477 ) $ (66,624 ) |
Preferred Limited Partner [Member] | |
Distributions Made to Limited Partners and General Partner [Line Items] | |
Distributions Made to Limited Partner, by Distribution [Table Text Block] | The following table summarizes information about our cash distributions on our 8.50% Series A, 7.625% Series B and 9.00% Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units : Period Cash Distributions Per Unit Total Cash Distributions Record Date Payment Date (Thousands of Dollars) Series A Preferred Units: June 15, 2018 - September 14, 2018 $ 0.53125 $ 4,813 September 4, 2018 September 17, 2018 March 15, 2018 - June 14, 2018 $ 0.53125 $ 4,813 June 1, 2018 June 15, 2018 December 15, 2017 - March 14, 2018 $ 0.53125 $ 4,813 March 1, 2018 March 15, 2018 Series B Preferred Units: June 15, 2018 to September 14, 2018 $ 0.47657 $ 7,339 September 4, 2018 September 17, 2018 March 15, 2018 to June 14, 2018 $ 0.47657 $ 7,339 June 1, 2018 June 15, 2018 December 15, 2017 to March 14, 2018 $ 0.47657 $ 7,339 March 1, 2018 March 15, 2018 Series C Preferred Units: June 15, 2018 to September 14, 2018 $ 0.56250 $ 3,881 September 4, 2018 September 17, 2018 March 15, 2018 to June 14, 2018 $ 0.56250 $ 3,881 June 1, 2018 June 15, 2018 November 30, 2017 - March 14, 2018 $ 0.65625 $ 4,528 March 1, 2018 March 15, 2018 |
REVENUE FROM CONTRACTS WITH C28
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Adoption of New Accounting Pronouncements [Table Text Block] | The adoption of ASC Topic 606 affected our consolidated statements of comprehensive income as follows: As Reported Without Adoption of ASC Topic 606 Effect of Change Higher/(Lower) (Thousands of Dollars, Except Per Unit Data) For the three months ended June 30, 2018: Revenues $ 486,204 $ 484,646 $ 1,558 Operating income $ 79,838 $ 78,280 $ 1,558 Net income $ 29,399 $ 27,841 $ 1,558 Basic net income per common unit $ 0.15 $ 0.13 $ 0.02 For the six months ended June 30, 2018: Revenues $ 962,085 $ 966,432 $ (4,347 ) Operating income $ 178,318 $ 182,665 $ (4,347 ) Net income $ 155,532 $ 159,879 $ (4,347 ) Basic net income per common unit $ 1.30 $ 1.34 $ (0.04 ) |
Contract with Customer, Asset and Liability [Table Text Block] | The following table provides information about contract assets and contract liabilities from contracts with customers: Contract Assets Contract Liabilities (Thousands of Dollars) Balance as of January 1, 2018 $ 2,127 $ (60,464 ) Additions 879 (20,820 ) Transfer to accounts receivable (2,397 ) — Transfer to revenues — 28,466 Total activity (1,518 ) 7,646 Balance as of June 30, 2018 609 (52,818 ) Less current portion 327 (18,149 ) Noncurrent portion $ 282 $ (34,669 ) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Table Text Block] | The following table presents our estimated revenue from contracts with customers for remaining performance obligations that has not yet been recognized, representing our contractually committed revenue as of June 30, 2018 (in thousands of dollars): 2018 (remaining) $ 260,929 2019 377,617 2020 229,327 2021 168,290 2022 130,220 Thereafter 412,921 Total $ 1,579,304 |
Disaggregation of Revenue [Table Text Block] | The following table disaggregates our revenues: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 (Thousands of Dollars) Pipeline segment: Crude oil pipelines (excluding lessor revenues) $ 60,507 $ 47,039 $ 113,944 $ 83,786 Refined products and ammonia pipelines 89,769 79,701 173,068 164,194 Total pipeline segment revenues from contracts with customers 150,276 126,740 287,012 247,980 Lessor revenues — — 54 — Total pipeline segment revenues 150,276 126,740 287,066 247,980 Storage segment: Throughput terminals 20,141 22,122 40,157 42,812 Storage terminals (excluding lessor revenues) 127,347 126,655 252,697 243,615 Total storage segment revenues from contracts with customers 147,488 148,777 292,854 286,427 Lessor revenues 9,962 9,782 19,924 19,563 Total storage segment revenues 157,450 158,559 312,778 305,990 Fuels marketing segment revenues from contracts with customers 180,483 153,918 366,321 376,620 Consolidation and intersegment eliminations (2,005 ) (3,729 ) (4,080 ) (7,672 ) Total revenues $ 486,204 $ 435,488 $ 962,085 $ 922,918 |
NET INCOME PER COMMON UNIT (Tab
NET INCOME PER COMMON UNIT (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Net Income Per Common Unit | The following table details the calculation of net income per common unit: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 (Thousands of Dollars, Except Unit and Per Unit Data) Net income $ 29,399 $ 26,250 $ 155,532 $ 84,190 Less: Distributions to preferred limited partners 16,245 9,950 32,235 14,763 Less: Distributions to general partner (including incentive distribution rights) — 13,214 1,141 28,469 Less: Distributions to common limited partners 64,205 101,869 120,121 203,782 Less: Distribution equivalent rights to restricted units 480 712 925 1,427 Distributions (in excess of) less than earnings $ (51,531 ) $ (99,495 ) $ 1,110 $ (164,251 ) Net income attributable to common units: Distributions to common limited partners $ 64,205 $ 101,869 $ 120,121 $ 203,782 Allocation of distributions (in excess of) less than earnings (50,500 ) (97,505 ) 1,079 (160,966 ) Total $ 13,705 $ 4,364 $ 121,200 $ 42,816 Basic weighted-average common units outstanding 93,192,238 90,345,469 93,187,038 84,526,506 Basic net income per common unit $ 0.15 $ 0.05 $ 1.30 $ 0.51 |
STATEMENTS OF CASH FLOWS (Table
STATEMENTS OF CASH FLOWS (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Statement of Cash Flows [Abstract] | |
Schedule of Changes in Current Assets and Liabilities [Text Block] | Changes in current assets and current liabilities were as follows: Six Months Ended June 30, 2018 2017 (Thousands of Dollars) Decrease (increase) in current assets: Accounts receivable $ 34,518 $ 48,875 Receivable from related party 130 231 Inventories (1,233 ) 13,005 Other current assets (2,494 ) (2,388 ) Increase (decrease) in current liabilities: Accounts payable 5,149 (57,822 ) Accrued interest payable (4,325 ) 6,234 Accrued liabilities 10,476 (14,703 ) Taxes other than income tax 1,329 (3,094 ) Income tax payable (817 ) (5,682 ) Changes in current assets and current liabilities $ 42,733 $ (15,344 ) |
Schedule of Supplemental Cash Flow Information [Text Block] | Cash flows related to interest and income taxes were as follows: Six Months Ended June 30, 2018 2017 (Thousands of Dollars) Cash paid for interest, net of amount capitalized $ 96,761 $ 70,119 Cash paid for income taxes, net of tax refunds received $ 7,973 $ 9,556 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Results of operations for the reportable segments were as follows: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 (Thousands of Dollars) Revenues: Pipeline $ 150,276 $ 126,740 $ 287,066 $ 247,980 Storage: Third parties 155,445 154,830 308,698 298,318 Intersegment 2,005 3,729 4,080 7,672 Total storage 157,450 158,559 312,778 305,990 Fuels marketing 180,483 153,918 366,321 376,620 Consolidation and intersegment eliminations (2,005 ) (3,729 ) (4,080 ) (7,672 ) Total revenues $ 486,204 $ 435,488 $ 962,085 $ 922,918 Operating income: Pipeline $ 62,979 $ 52,868 $ 120,773 $ 117,896 Storage 44,184 56,049 100,445 109,808 Fuels marketing 2,904 289 9,224 5,429 Consolidation and intersegment eliminations 3 1 — 1 Total segment operating income 110,070 109,207 230,442 233,134 General and administrative expenses 27,981 33,604 47,755 58,199 Other depreciation and amortization expense 2,251 2,199 4,369 4,392 Total operating income $ 79,838 $ 73,404 $ 178,318 $ 170,543 |
Reconciliation of Assets from Segment to Consolidated [Table Text Block] | Total assets by reportable segment were as follows: June 30, December 31, (Thousands of Dollars) Pipeline $ 3,581,710 $ 3,492,417 Storage 2,754,290 2,735,563 Fuels marketing 118,119 118,746 Total segment assets 6,454,119 6,346,726 Other partnership assets 192,850 188,507 Total consolidated assets $ 6,646,969 $ 6,535,233 |
CONDENSED CONSOLIDATING FINAN32
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS [Abstract] | |
Condensed Consolidating Balance Sheets [Text Block] | Condensed Consolidating Balance Sheets June 30, 2018 (Thousands of Dollars) NuStar Energy NuStar Logistics NuPOP Non-Guarantor Subsidiaries Eliminations Consolidated Assets Cash and cash equivalents $ 896 $ 1,777 $ — $ 17,671 $ — $ 20,344 Receivables, net 204 61 — 141,886 — 142,151 Inventories — 1,913 8,408 17,750 — 28,071 Other current assets 78 16,119 1,838 8,491 — 26,526 Intercompany receivable 56,954 2,825,858 — — (2,882,812 ) — Total current assets 58,132 2,845,728 10,246 185,798 (2,882,812 ) 217,092 Property, plant and equipment, net — 1,857,862 622,399 1,979,420 — 4,459,681 Intangible assets, net — 53,819 — 704,948 — 758,767 Goodwill — 149,453 170,652 774,556 — 1,094,661 Investment in wholly owned subsidiaries 2,837,072 20,557 1,436,981 861,102 (5,155,712 ) — Other long-term assets, net 3,391 73,591 26,944 12,842 — 116,768 Total assets $ 2,898,595 $ 5,001,010 $ 2,267,222 $ 4,518,666 $ (8,038,524 ) $ 6,646,969 Liabilities, Mezzanine Equity and Partners’ Equity Accounts payable $ 4,169 $ 25,949 $ 6,810 $ 90,873 $ — $ 127,801 Short-term debt — 63,000 — — — 63,000 Accrued interest payable — 36,144 — 48 — 36,192 Accrued liabilities 608 21,666 8,016 34,429 — 64,719 Taxes other than income tax 6 5,368 4,828 6,018 — 16,220 Income tax payable — 231 — 3,126 — 3,357 Intercompany payable — — 1,372,863 1,509,949 (2,882,812 ) — Total current liabilities 4,783 152,358 1,392,517 1,644,443 (2,882,812 ) 311,289 Long-term debt, less current portion — 3,324,389 — 55,977 — 3,380,366 Deferred income tax liability — 1,262 12 21,839 — 23,113 Other long-term liabilities — 44,622 13,793 46,598 — 105,013 Series D preferred units 370,711 — — — — 370,711 Total partners’ equity 2,523,101 1,478,379 860,900 2,749,809 (5,155,712 ) 2,456,477 Total liabilities, mezzanine equity and partners’ equity $ 2,898,595 $ 5,001,010 $ 2,267,222 $ 4,518,666 $ (8,038,524 ) $ 6,646,969 Condensed Consolidating Balance Sheets December 31, 2017 (Thousands of Dollars) NuStar Energy NuStar Logistics NuPOP Non-Guarantor Subsidiaries Eliminations Consolidated Assets Cash and cash equivalents $ 885 $ 29 $ — $ 23,378 $ — $ 24,292 Receivables, net — 280 — 176,495 — 176,775 Inventories — 1,686 8,611 16,560 — 26,857 Other current assets 61 11,412 4,191 6,844 — 22,508 Intercompany receivable — 3,112,164 — — (3,112,164 ) — Total current assets 946 3,125,571 12,802 223,277 (3,112,164 ) 250,432 Property, plant and equipment, net — 1,893,720 591,070 1,816,143 — 4,300,933 Intangible assets, net — 58,530 — 725,949 — 784,479 Goodwill — 149,453 170,652 777,370 — 1,097,475 Investment in wholly owned subsidiaries 2,891,371 24,162 1,301,717 790,882 (5,008,132 ) — Deferred income tax asset — — — 233 — 233 Other long-term assets, net 303 65,684 27,493 8,201 — 101,681 Total assets $ 2,892,620 $ 5,317,120 $ 2,103,734 $ 4,342,055 $ (8,120,296 ) $ 6,535,233 Liabilities and Partners’ Equity Accounts payable $ 4,078 $ 27,642 $ 13,160 $ 101,052 $ — $ 145,932 Short-term debt — 35,000 — — — 35,000 Current portion of long-term debt — 349,990 — — — 349,990 Accrued interest payable — 40,402 — 47 — 40,449 Accrued liabilities 1,105 17,628 9,450 33,395 — 61,578 Taxes other than income tax 125 7,110 3,794 3,356 — 14,385 Income tax payable — 732 4 3,436 — 4,172 Intercompany payable 322,296 — 1,277,691 1,512,177 (3,112,164 ) — Total current liabilities 327,604 478,504 1,304,099 1,653,463 (3,112,164 ) 651,506 Long-term debt, less current portion — 3,201,220 — 61,849 — 3,263,069 Deferred income tax liability — 1,262 12 20,998 — 22,272 Other long-term liabilities — 58,806 8,861 50,630 — 118,297 Total partners’ equity 2,565,016 1,577,328 790,762 2,555,115 (5,008,132 ) 2,480,089 Total liabilities and partners’ equity $ 2,892,620 $ 5,317,120 $ 2,103,734 $ 4,342,055 $ (8,120,296 ) $ 6,535,233 |
Condensed Consolidating Statements of Comprehensive Income (Loss) [Table Text Block] | Condensed Consolidating Statements of Comprehensive Income For the Three Months Ended June 30, 2018 (Thousands of Dollars) NuStar Energy NuStar Logistics NuPOP Non-Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 117,862 $ 66,505 $ 301,984 $ (147 ) $ 486,204 Costs and expenses 538 86,588 42,324 277,063 (147 ) 406,366 Operating (loss) income (538 ) 31,274 24,181 24,921 — 79,838 Equity in earnings of subsidiaries 29,900 1,692 23,145 45,673 (100,410 ) — Interest income (expense), net 37 (50,357 ) (1,724 ) 3,108 — (48,936 ) Other income (expense), net — 1,848 73 (509 ) — 1,412 Income (loss) before income tax expense 29,399 (15,543 ) 45,675 73,193 (100,410 ) 32,314 Income tax expense — 61 — 2,854 — 2,915 Net income (loss) $ 29,399 $ (15,604 ) $ 45,675 $ 70,339 $ (100,410 ) $ 29,399 Comprehensive income (loss) $ 29,399 $ (9,336 ) $ 45,675 $ 61,450 $ (100,410 ) $ 26,778 Condensed Consolidating Statements of Comprehensive Income For the Three Months Ended June 30, 2017 (Thousands of Dollars) NuStar Energy NuStar Logistics NuPOP Non-Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 128,895 $ 50,577 $ 256,363 $ (347 ) $ 435,488 Costs and expenses 486 83,096 37,781 241,068 (347 ) 362,084 Operating (loss) income (486 ) 45,799 12,796 15,295 — 73,404 Equity in earnings (loss) of subsidiaries 26,732 (7,177 ) 22,746 34,141 (76,442 ) — Interest income (expense), net 4 (46,390 ) (1,401 ) 2,175 — (45,612 ) Other income, net — 62 3 23 — 88 Income (loss) before income tax (benefit) expense 26,250 (7,706 ) 34,144 51,634 (76,442 ) 27,880 Income tax (benefit) expense — (365 ) 1 1,994 — 1,630 Net income (loss) $ 26,250 $ (7,341 ) $ 34,143 $ 49,640 $ (76,442 ) $ 26,250 Comprehensive income (loss) $ 26,250 $ (13,592 ) $ 34,143 $ 57,022 $ (76,442 ) $ 27,381 Condensed Consolidating Statements of Comprehensive Income For the Six Months Ended June 30, 2018 (Thousands of Dollars) NuStar Energy NuStar Logistics NuPOP Non-Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 237,556 $ 122,779 $ 602,099 $ (349 ) $ 962,085 Costs and expenses 1,150 159,004 77,505 546,457 (349 ) 783,767 Operating (loss) income (1,150 ) 78,552 45,274 55,642 — 178,318 Equity in earnings (loss) of subsidiaries 156,613 (557 ) 135,148 177,312 (468,516 ) — Interest income (expense), net 69 (100,383 ) (3,295 ) 6,901 — (96,708 ) Other income, net — 2,324 188 78,652 — 81,164 Income (loss) before income tax expense 155,532 (20,064 ) 177,315 318,507 (468,516 ) 162,774 Income tax expense — 231 1 7,010 — 7,242 Net income (loss) $ 155,532 $ (20,295 ) $ 177,314 $ 311,497 $ (468,516 ) $ 155,532 Comprehensive income $ 155,532 $ 4,784 $ 177,314 $ 304,721 $ (468,516 ) $ 173,835 Condensed Consolidating Statements of Comprehensive Income For the Six Months Ended June 30, 2017 (Thousands of Dollars) NuStar Energy NuStar Logistics NuPOP Non-Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 252,524 $ 102,818 $ 568,210 $ (634 ) $ 922,918 Costs and expenses 995 159,418 67,587 525,009 (634 ) 752,375 Operating (loss) income (995 ) 93,106 35,231 43,201 — 170,543 Equity in earnings (loss) of subsidiaries 85,177 (6,067 ) 48,961 81,494 (209,565 ) — Interest income (expense), net 8 (83,304 ) (2,705 ) 3,975 — (82,026 ) Other income, net — 83 9 136 — 228 Income before income tax (benefit) expense 84,190 3,818 81,496 128,806 (209,565 ) 88,745 Income tax (benefit) expense — (34 ) 2 4,587 — 4,555 Net income $ 84,190 $ 3,852 $ 81,494 $ 124,219 $ (209,565 ) $ 84,190 Comprehensive income (loss) $ 84,190 $ (561 ) $ 81,494 $ 133,526 $ (209,565 ) $ 89,084 |
Condensed Consolidating Statements of Cash Flows [Text Block] | Condensed Consolidating Statements of Cash Flows For the Six Months Ended June 30, 2018 (Thousands of Dollars) NuStar Energy NuStar Logistics NuPOP Non-Guarantor Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ 200,803 $ 31,209 $ 58,105 $ 261,300 $ (307,567 ) $ 243,850 Cash flows from investing activities: Capital expenditures — (17,136 ) (8,164 ) (223,221 ) — (248,521 ) Change in accounts payable related to capital expenditures — 495 (5,173 ) (14,642 ) — (19,320 ) Proceeds from sale or disposition of assets — 1,385 16 696 — 2,097 Proceeds from insurance recoveries — — — 78,419 — 78,419 Acquisitions — — (37,502 ) — — (37,502 ) Net cash used in investing activities — (15,256 ) (50,823 ) (158,748 ) — (224,827 ) Cash flows from financing activities: Debt borrowings — 1,122,272 — 11,000 — 1,133,272 Debt repayments — (1,316,621 ) — (16,900 ) — (1,333,521 ) Issuance of Series D preferred units 400,000 — — — — 400,000 Payment of issuance costs for Series D preferred units (29,289 ) — — — — (29,289 ) Issuance of common units 10,000 — — — — 10,000 Distributions to preferred unitholders (32,713 ) (16,356 ) (16,357 ) (16,358 ) 49,071 (32,713 ) Distributions to common unitholders and general partner (172,324 ) (86,162 ) (86,162 ) (86,172 ) 258,496 (172,324 ) Proceeds from termination of interest rate swaps — 8,048 — — — 8,048 Net intercompany activity (374,973 ) 279,080 95,237 656 — — Other, net (1,493 ) (4,466 ) — (64 ) — (6,023 ) Net cash used in financing activities (200,792 ) (14,205 ) (7,282 ) (107,838 ) 307,567 (22,550 ) Effect of foreign exchange rate changes on cash — — — (421 ) — (421 ) Net increase (decrease) in cash and cash equivalents 11 1,748 — (5,707 ) — (3,948 ) Cash and cash equivalents as of the beginning of the period 885 29 — 23,378 — 24,292 Cash and cash equivalents as of the end of the period $ 896 $ 1,777 $ — $ 17,671 $ — $ 20,344 Condensed Consolidating Statements of Cash Flows For the Six Months Ended June 30, 2017 (Thousands of Dollars) NuStar Energy NuStar Logistics NuPOP Non-Guarantor Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ 225,566 $ 85,203 $ 45,790 $ 192,692 $ (340,263 ) $ 208,988 Cash flows from investing activities: Capital expenditures — (19,639 ) (5,588 ) (83,622 ) — (108,849 ) Change in accounts payable related to capital expenditures — (2,823 ) (35 ) 9,709 — 6,851 Proceeds from sale or disposition of assets — 1,898 12 56 — 1,966 Investment in subsidiaries (1,262,000 ) — — (126 ) 1,262,126 — Proceeds from Axeon term loan — 110,000 — — — 110,000 Acquisitions — — — (1,476,719 ) — (1,476,719 ) Net cash (used in) provided by investing activities (1,262,000 ) 89,436 (5,611 ) (1,550,702 ) 1,262,126 (1,466,751 ) Cash flows from financing activities: Debt borrowings — 1,536,761 — 65,400 — 1,602,161 Debt repayments — (1,625,739 ) — (70,500 ) — (1,696,239 ) Note offering, net of issuance costs — 543,313 — — — 543,313 Issuance of other preferred units, net of issuance costs 371,802 — — — — 371,802 Issuance of common units, net of issuance costs 643,858 — — — — 643,858 General partner contribution 13,597 — — — — 13,597 Distributions to preferred unitholders (10,696 ) (5,348 ) (5,348 ) (5,348 ) 16,044 (10,696 ) Distributions to common unitholders and general partner (216,139 ) (108,070 ) (108,069 ) (108,080 ) 324,219 (216,139 ) Contributions from affiliates — 1,262,000 — 126 (1,262,126 ) — Net intercompany activity 236,622 (1,778,816 ) 73,237 1,468,957 — — Other, net (2,613 ) 1,319 1 (1 ) — (1,294 ) Net cash provided by (used) in financing activities 1,036,431 (174,580 ) (40,179 ) 1,350,554 (921,863 ) 1,250,363 Effect of foreign exchange rate changes on cash — — — 649 — 649 Net (decrease) increase in cash and cash equivalents (3 ) 59 — (6,807 ) — (6,751 ) Cash and cash equivalents as of the beginning of the period 870 5 — 35,067 — 35,942 Cash and cash equivalents as of the end of the period $ 867 $ 64 $ — $ 28,260 $ — $ 29,191 |
ORGANIZATION AND BASIS OF PRE33
ORGANIZATION AND BASIS OF PRESENTATION Narrative 1 (Details) $ / shares in Units, $ in Millions | Jul. 13, 2018USD ($)$ / sharesshares | Jun. 29, 2018USD ($)$ / sharesshares | Apr. 18, 2017shares | Jul. 13, 2018USD ($)$ / sharesshares | Jun. 30, 2018shares | Jul. 20, 2018Rate | Dec. 31, 2017shares |
Class of Stock [Line Items] | |||||||
Series D preferred units outstanding | 15,760,441 | 0 | |||||
Organization and Operations [Abstract] | |||||||
Common limited partner ownership interest held by general partner | 11.00% | ||||||
Number of business segments | 3 | ||||||
Series D Preferred Limited Partner [Member] | |||||||
Class of Stock [Line Items] | |||||||
Temporary Equity, Stock Issued During Period, Value, New Issues | $ | $ 370.7 | ||||||
Series D preferred units outstanding | 15,760,441 | ||||||
Common Limited Partner [Member] | |||||||
Class of Stock [Line Items] | |||||||
Units issued, price per unit | $ / shares | $ 24.17 | ||||||
Issuance of units (permanent equity) (in units) | 413,736 | 14,375,000 | |||||
Subsequent Event [Member] | |||||||
Organization and Operations [Abstract] | |||||||
Common unit conversion rate | Rate | 55.00% | ||||||
Subsequent Event [Member] | Series D Preferred Limited Partner [Member] | |||||||
Class of Stock [Line Items] | |||||||
Temporary Equity, Stock Issued During Period, Value, New Issues | $ | $ 185.2 | $ 555.9 | |||||
Series D preferred units outstanding | 23,246,650 | 23,246,650 | |||||
Units issued, price per unit | $ / shares | $ 25.38 | $ 25.38 |
ORGANIZATION AND BASIS OF PRE34
ORGANIZATION AND BASIS OF PRESENTATION Narrative 2 (Details) - Series D Preferred Limited Partner [Member] - USD ($) $ / shares in Units, $ in Millions | Jul. 13, 2018 | Jun. 29, 2018 | Jul. 13, 2018 |
Subsequent Event [Line Items] | |||
Temporary Equity, Stock Issued During Period, Value, New Issues | $ 370.7 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Issuance of preferred units (temporary equity) (in units) | 7,486,209 | 7,486,209 | |
Units issued, price per unit | $ 25.38 | $ 25.38 | |
Temporary Equity, Stock Issued During Period, Value, New Issues | $ 185.2 | $ 555.9 |
ORGANIZATION AND BASIS OF PRE35
ORGANIZATION AND BASIS OF PRESENTATION Narrative 3 (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended |
Jan. 31, 2018 | Mar. 31, 2018 | |
Unusual or Infrequent Item, or Both [Line Items] | ||
Insurance proceeds | $ 87.5 | |
Business Interruption Loss From Hurricane [Member] | ||
Unusual or Infrequent Item, or Both [Line Items] | ||
Insurance proceeds | $ 9.1 | |
Other Nonoperating Income (Expense) [Member] | ||
Unusual or Infrequent Item, or Both [Line Items] | ||
Gain from insurance proceeds | $ 78.8 |
MERGER Narrative (Details)
MERGER Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Sep. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jul. 20, 2018 | |
Subsequent Events [Abstract] | ||||||
General partner ownership interest | 2.00% | 2.00% | 2.00% | 2.00% | ||
Number of common limited partner units owned by general partner | 10,214,626 | 10,214,626 | ||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common unit conversion rate | 55.00% | |||||
Scenario, Forecast [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Assumed NSH Debt | $ 51.5 | |||||
Merger, transaction costs | $ 10 | |||||
Estimated effect of merger on net income per common unit | $ (3.55) | |||||
Common Limited Partner [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Issuance of NuStar Energy common units as a result of the Merger, units issued | 23,600,000 | |||||
Issuance of NuStar Energy common units as a result of the Merger, incremental units issued | 13,400,000 |
MERGER Organizational structure
MERGER Organizational structure before the Merger (Details) | 6 Months Ended |
Jun. 30, 2018 | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Common limited partner ownership interest held by general partner | 11.00% |
NuPOP | NuStar Energy | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Subsidiary of Limited Liability Company or Limited Partnership, Ownership Interest | 100.00% |
NuStar Logistics | NuStar Energy | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Subsidiary of Limited Liability Company or Limited Partnership, Ownership Interest | 100.00% |
Riverwalk Logistics, L.P. [Member] | NuStar GP, LLC [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 0.10% |
Riverwalk Logistics, L.P. [Member] | Riverwalk Holdings, LLC [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Subsidiary of Limited Liability Company or Limited Partnership, Ownership Interest | 99.90% |
NuStar Energy | Public Unitholders [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Common unitholders ownership interest | 89.00% |
NuStar Energy | NuStar GP, LLC [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Subsidiary of Limited Liability Company or Limited Partnership, Ownership Interest | 0.001% |
NuStar GP, LLC [Member] | Nustar GP Holdings, LLC [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Subsidiary of Limited Liability Company or Limited Partnership, Ownership Interest | 100.00% |
Riverwalk Holdings, LLC [Member] | Nustar GP Holdings, LLC [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Subsidiary of Limited Liability Company or Limited Partnership, Ownership Interest | 100.00% |
MERGER Organizational structu38
MERGER Organizational structure after the Merger (Details) | Jul. 20, 2018 | Jun. 30, 2018 |
Riverwalk Logistics, L.P. [Member] | NuStar GP, LLC [Member] | ||
Subsequent Event [Line Items] | ||
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 0.10% | |
Riverwalk Logistics, L.P. [Member] | NuStar GP, LLC [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 0.10% | |
Riverwalk Logistics, L.P. [Member] | Riverwalk Holdings, LLC [Member] | ||
Subsequent Event [Line Items] | ||
Subsidiary of Limited Liability Company or Limited Partnership, Ownership Interest | 99.90% | |
Riverwalk Logistics, L.P. [Member] | Riverwalk Holdings, LLC [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Subsidiary of Limited Liability Company or Limited Partnership, Ownership Interest | 99.90% | |
Riverwalk Holdings, LLC [Member] | Nustar GP Holdings, LLC [Member] | ||
Subsequent Event [Line Items] | ||
Subsidiary of Limited Liability Company or Limited Partnership, Ownership Interest | 100.00% | |
Riverwalk Holdings, LLC [Member] | Nustar GP Holdings, LLC [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Subsidiary of Limited Liability Company or Limited Partnership, Ownership Interest | 100.00% | |
NuStar GP, LLC [Member] | Nustar GP Holdings, LLC [Member] | ||
Subsequent Event [Line Items] | ||
Subsidiary of Limited Liability Company or Limited Partnership, Ownership Interest | 100.00% | |
NuStar GP, LLC [Member] | Nustar GP Holdings, LLC [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Subsidiary of Limited Liability Company or Limited Partnership, Ownership Interest | 100.00% | |
NuPOP | NuStar Energy | ||
Subsequent Event [Line Items] | ||
Subsidiary of Limited Liability Company or Limited Partnership, Ownership Interest | 100.00% | |
NuPOP | NuStar Energy | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Subsidiary of Limited Liability Company or Limited Partnership, Ownership Interest | 100.00% | |
Nustar GP Holdings, LLC [Member] | NuStar Energy | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Subsidiary of Limited Liability Company or Limited Partnership, Ownership Interest | 100.00% | |
NuStar Logistics | NuStar Energy | ||
Subsequent Event [Line Items] | ||
Subsidiary of Limited Liability Company or Limited Partnership, Ownership Interest | 100.00% | |
NuStar Logistics | NuStar Energy | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Subsidiary of Limited Liability Company or Limited Partnership, Ownership Interest | 100.00% | |
NuStar Energy | Public Unitholders [Member] | ||
Subsequent Event [Line Items] | ||
Common unitholders ownership interest | 89.00% | |
NuStar Energy | Public Unitholders [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Common unitholders ownership interest | 100.00% | |
NuStar Energy | NuStar GP, LLC [Member] | ||
Subsequent Event [Line Items] | ||
Subsidiary of Limited Liability Company or Limited Partnership, Ownership Interest | 0.001% |
ACQUISITIONS Narrative 1 (Detai
ACQUISITIONS Narrative 1 (Details) - CHS Acquisition [Member] $ in Millions | 1 Months Ended |
Apr. 30, 2018USD ($) | |
Business Acquisition [Line Items] | |
Purchase price of CHS Acquisition | $ 37.5 |
Description of CHS Acquisition | On April 16, 2018, we acquired CHS Inc.’s Council Bluffs pipeline system, comprised of a 227-mile pipeline and 18 storage tanks, |
ACQUISITIONS Narrative 2 (Detai
ACQUISITIONS Narrative 2 (Details) $ in Billions | May 04, 2017USD ($) |
Navigator Acquisition [Member] | |
Business Acquisition [Line Items] | |
Purchase price of Navigator Acquisition | $ 1.5 |
ACQUISITIONS Table 1 - Navigato
ACQUISITIONS Table 1 - Navigator Acquisition Preliminary Purchase Price Allocation (Details) - USD ($) $ in Thousands | May 04, 2017 | Jun. 30, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||
Goodwill | $ 1,094,661 | $ 1,097,475 | |
Navigator Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Accounts receivable | $ 4,747 | ||
Other current assets | 2,359 | ||
Property, plant and equipment, net | 376,690 | ||
Intangible assets | 700,000 | ||
Goodwill | 398,024 | ||
Other long-term assets, net | 2,199 | ||
Current liabilities | (22,300) | ||
Purchase price allocation, net of cash acquired | $ 1,461,719 | ||
Intangible assets, weighted average useful life (years) | 20 years |
ACQUISITIONS Narrative 3 (Detai
ACQUISITIONS Narrative 3 (Details) - USD ($) $ in Thousands | Jun. 29, 2018 | Apr. 28, 2017 | Apr. 18, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 |
Business Acquisition [Line Items] | |||||||
Net proceeds from issuance of units | $ 10,204 | ||||||
General partner ownership interest | 2.00% | 2.00% | 2.00% | 2.00% | |||
Common Limited Partner [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Issuance of units (permanent equity) (in units) | 413,736 | 14,375,000 | |||||
General Partner [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Net proceeds from issuance of units | $ 13,600 | ||||||
General partner ownership interest | 2.00% | ||||||
Series B Preferred Limited Partner [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Issuance of units (permanent equity) (in units) | 15,400,000 | ||||||
Logistics Notes Due 2027 [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Senior notes issued | $ 550,000 | ||||||
Stated interest rate | 5.625% |
ACQUISITIONS Table 2 - Navigato
ACQUISITIONS Table 2 - Navigator Pro Forma Information (Details) - Navigator Acquisition [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2017 | Jun. 30, 2017 | |
Business Acquisition [Line Items] | ||
Revenues | $ 439,933 | $ 937,317 |
Net income | $ 21,211 | $ 63,659 |
Basic net (loss) income per common unit | $ (0.03) | $ 0.16 |
ACQUISITIONS Narrative 4 (Detai
ACQUISITIONS Narrative 4 (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2017 | Jun. 30, 2017 | |
Navigator Acquisition [Member] | ||
Business Acquisition [Line Items] | ||
Business acquisition, transaction costs | $ 14 | $ 14 |
DEBT Narrative (Details)
DEBT Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | |||||
Feb. 28, 2018 | Jun. 30, 2018 | Dec. 28, 2018 | Apr. 15, 2018 | Mar. 31, 2018 | Jan. 15, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 3,380,366 | $ 3,613,059 | |||||
Logistics revolving credit agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 1,575,000 | $ 1,750,000 | |||||
Covenant terms | a consolidated interest coverage ratio (as defined in the Revolving Credit Agreement), which must not be less than 1.75-to-1.00 for each rolling period of four quarters, beginning with the rolling period ending June 30, 2018; the maximum allowed consolidated debt coverage ratio (as defined in the Revolving Credit Agreement) to 5.25-to-1.00 for the rolling periods ending June 30, 2018 through December 31, 2018. For any rolling periods ending on or after March 31, 2019, the maximum allowed consolidated debt coverage ratio may not exceed 5.00-to-1.00. | ||||||
Current remaining borrowing capacity | $ 553,700 | ||||||
Interest rate increase | 0.25% | ||||||
Interest rate at period end - Revolving Credit Agreement | 3.90% | ||||||
Long-term debt | $ 1,000,000 | ||||||
Logistics Notes due 2018 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate increase | 0.25% | ||||||
Long-term debt | $ 350,000 | ||||||
Stated interest rate | 7.65% | ||||||
Interest rate at period end | 8.65% | ||||||
Logisitics Notes due 2043 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 402,500 | ||||||
Stated interest rate | 7.625% | ||||||
Interest rate at period end | 9.10% | ||||||
Interest rate terms | an annual rate equal to the sum of the three-month LIBOR for the related quarterly interest period, plus 6.734% payable quarterly, commencing with the interest payment due April 15, 2018. | ||||||
Receivables Financing Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 125,000 | ||||||
Long-term debt | $ 56,400 | ||||||
Weighted average interest rate | 3.00% | ||||||
Collateral amount | $ 103,200 | ||||||
Scenario, Forecast [Member] | Logistics revolving credit agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 1,400,000 |
COMMITMENTS AND CONTINGENCIES N
COMMITMENTS AND CONTINGENCIES Narrative (Details) - USD ($) $ in Millions | Jun. 30, 2018 | Dec. 31, 2017 |
Loss Contingencies [Line Items] | ||
Loss contingency accrual, at carrying value | $ 2.7 | $ 7.3 |
FAIR VALUE MEASUREMENTS Table 1
FAIR VALUE MEASUREMENTS Table 1 - Recurring Fair Value Measurements (Details) - Recurring Fair Value Measurements - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Liabilities: | ||
Total liabilities | $ (12,400) | |
Fair Value Level 1 | ||
Liabilities: | ||
Total liabilities | (2,412) | |
Fair Value Level 2 | ||
Liabilities: | ||
Total liabilities | (9,988) | |
Fair Value Level 3 | ||
Liabilities: | ||
Total liabilities | 0 | |
Other current assets | ||
Assets: | ||
Product imbalances - asset | 3,890 | |
Other current assets | Fair Value Level 1 | ||
Assets: | ||
Product imbalances - asset | 3,890 | |
Other current assets | Fair Value Level 2 | ||
Assets: | ||
Product imbalances - asset | 0 | |
Other current assets | Fair Value Level 3 | ||
Assets: | ||
Product imbalances - asset | 0 | |
Other long-term assets, net | ||
Assets: | ||
Interest rate swaps - assets | $ 4,491 | |
Other long-term assets, net | Fair Value Level 1 | ||
Assets: | ||
Interest rate swaps - assets | 0 | |
Other long-term assets, net | Fair Value Level 2 | ||
Assets: | ||
Interest rate swaps - assets | 4,491 | |
Other long-term assets, net | Fair Value Level 3 | ||
Assets: | ||
Interest rate swaps - assets | 0 | |
Accrued liabilities | ||
Liabilities: | ||
Product imbalances - liability | (1,534) | |
Commodity derivatives - liabilities | (247) | (878) |
Interest rate swaps - liabilities | (5,394) | |
Accrued liabilities | Fair Value Level 1 | ||
Liabilities: | ||
Product imbalances - liability | (1,534) | |
Commodity derivatives - liabilities | (247) | (878) |
Interest rate swaps - liabilities | 0 | |
Accrued liabilities | Fair Value Level 2 | ||
Liabilities: | ||
Product imbalances - liability | 0 | |
Commodity derivatives - liabilities | 0 | 0 |
Interest rate swaps - liabilities | (5,394) | |
Accrued liabilities | Fair Value Level 3 | ||
Liabilities: | ||
Product imbalances - liability | 0 | |
Commodity derivatives - liabilities | $ 0 | 0 |
Interest rate swaps - liabilities | 0 | |
Other long-term liabilities | ||
Liabilities: | ||
Interest rate swaps - liabilities | (4,594) | |
Other long-term liabilities | Fair Value Level 1 | ||
Liabilities: | ||
Interest rate swaps - liabilities | 0 | |
Other long-term liabilities | Fair Value Level 2 | ||
Liabilities: | ||
Interest rate swaps - liabilities | (4,594) | |
Other long-term liabilities | Fair Value Level 3 | ||
Liabilities: | ||
Interest rate swaps - liabilities | $ 0 |
FAIR VALUE MEASUREMENTS Table 2
FAIR VALUE MEASUREMENTS Table 2 - Estimated Fair Values and Carrying Amounts of Long-Term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Fair Value Disclosures [Abstract] | ||
Fair value, long-term debt | $ 3,394,956 | $ 3,677,622 |
Carrying amount, long-term debt | $ 3,380,366 | $ 3,613,059 |
DERIVATIVES AND RISK MANAGEME49
DERIVATIVES AND RISK MANAGEMENT ACTIVITIES Narrative (Details) bbl in Millions | Jun. 30, 2018USD ($)bbl | Dec. 31, 2017USD ($)bbl | Apr. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Apr. 15, 2018 |
Derivative [Line Items] | |||||
Cash received from termination of interest rate swaps | $ 8,000,000 | ||||
Margin deposit | $ 200,000 | $ 300,000 | $ 200,000 | ||
Interest rate swaps | Cash Flow Hedges | |||||
Derivative [Line Items] | |||||
Interest rate swaps interest rate received | receive a rate based on the three-month USD LIBOR | ||||
Notional amount of forward-starting interest rate swaps | $ 250,000,000 | $ 600,000,000 | $ 250,000,000 | ||
Notional amount of forward-starting interest rate swaps terminated | $ 350,000,000 | ||||
Commodity contracts | |||||
Derivative [Line Items] | |||||
Notional amount of commodity contracts, volume (in barrels) | bbl | 1.2 | 1.2 | |||
Logistics Notes due 2018 [Member] | |||||
Derivative [Line Items] | |||||
Stated interest rate | 7.65% |
DERIVATIVES AND RISK MANAGEME50
DERIVATIVES AND RISK MANAGEMENT ACTIVITIES Table 1 - Fair Values of Derivative Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Derivatives, Fair Value | ||
Asset Derivatives | $ 5,769 | $ 742 |
Liability Derivatives | (1,525) | (11,608) |
Designated as Hedging Instruments | ||
Derivatives, Fair Value | ||
Asset Derivatives | 4,491 | 0 |
Liability Derivatives | (70) | (10,100) |
Designated as Hedging Instruments | Commodity contracts | Accrued liabilities | ||
Derivatives, Fair Value | ||
Asset Derivatives | 0 | 0 |
Liability Derivatives | (70) | (112) |
Designated as Hedging Instruments | Interest rate swaps | Other long-term assets, net | ||
Derivatives, Fair Value | ||
Asset Derivatives | 4,491 | 0 |
Liability Derivatives | 0 | 0 |
Designated as Hedging Instruments | Interest rate swaps | Accrued liabilities | ||
Derivatives, Fair Value | ||
Asset Derivatives | 0 | 0 |
Liability Derivatives | 0 | (5,394) |
Designated as Hedging Instruments | Interest rate swaps | Other long-term liabilities | ||
Derivatives, Fair Value | ||
Asset Derivatives | 0 | 0 |
Liability Derivatives | 0 | (4,594) |
Not Designated as Hedging Instruments | Commodity contracts | Accrued liabilities | ||
Derivatives, Fair Value | ||
Asset Derivatives | 1,278 | 742 |
Liability Derivatives | $ (1,455) | $ (1,508) |
DERIVATIVES AND RISK MANAGEME51
DERIVATIVES AND RISK MANAGEMENT ACTIVITIES Table 2 - Derivative Instruments Eligible for Offset (Details) - Commodity contracts - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Derivative Assets and Liabilities Eligible for Offset, Net [Line Items] | ||
Net amounts of assets presented in the consolidated balance sheets | $ 0 | $ 0 |
Net amounts of liabilities presented in the consolidated balance sheets | $ (247) | $ (878) |
DERIVATIVES AND RISK MANAGEME52
DERIVATIVES AND RISK MANAGEMENT ACTIVITIES Table 3 - Impact of Derivatives on Earnings (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Derivative Instruments, Gain (Loss) | ||||
Gain (loss) to be reclassified during next 12 months, forward-starting interest rate swaps | $ (3,700) | $ (3,700) | ||
Designated as Hedging Instruments | Fair Value Hedges | Commodity contracts | Cost of product sales | ||||
Derivative Instruments, Gain (Loss) | ||||
Gain (loss) recognized in income on derivative | (1,007) | $ 364 | (1,303) | $ 2,461 |
Gain (loss) recognized in income on hedged item | 981 | (313) | 1,218 | (2,147) |
Gain (loss) recognized in income for ineffective portion | (26) | 51 | (85) | 314 |
Designated as Hedging Instruments | Cash Flow Hedges | Interest rate swaps | Other comprehensive income | ||||
Derivative Instruments, Gain (Loss) | ||||
Gain (loss) recognized in other comprehensive income on derivative (effective portion) | 5,106 | (7,980) | 22,527 | (7,941) |
Designated as Hedging Instruments | Cash Flow Hedges | Interest rate swaps | Interest expense, net | ||||
Derivative Instruments, Gain (Loss) | ||||
Gain (loss) reclassified from AOCI into interest expense, net (effective portion) | (1,162) | (1,729) | (2,552) | (3,528) |
Not Designated as Hedging Instruments | Commodity contracts | Cost of product sales | ||||
Derivative Instruments, Gain (Loss) | ||||
Gain (loss) recognized in income on derivative | $ (90) | $ 52 | $ (231) | $ (86) |
RELATED PARTY TRANSACTIONS Narr
RELATED PARTY TRANSACTIONS Narrative (Details) | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Administrative fees, description | (the Amended GP Services Agreement), which provided that we furnish administrative services necessary to conduct the business of NuStar GP Holdings, and NuStar GP Holdings compensated us for these services for an annual fee of $1.0 million, subject to adjustment. We terminated the Amended GP Services Agreement in conjunction with the Merger. |
EMPLOYEE BENEFIT PLANS Table 1
EMPLOYEE BENEFIT PLANS Table 1 - Net Periodic Benefit Cost (Income) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Pension Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 2,405 | $ 2,239 | $ 4,811 | $ 4,478 |
Interest cost | 1,206 | 1,127 | 2,412 | 2,254 |
Expected return on assets | (1,854) | (1,602) | (3,709) | (3,205) |
Amortization of prior service credit | (514) | (516) | (1,028) | (1,031) |
Amortization of net loss | 543 | 371 | 1,087 | 742 |
Net periodic benefit cost (income) | 1,786 | 1,619 | 3,573 | 3,238 |
Other Postretirement Benefits Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 126 | 113 | 252 | 226 |
Interest cost | 107 | 108 | 215 | 216 |
Expected return on assets | 0 | 0 | 0 | 0 |
Amortization of prior service credit | (286) | (286) | (573) | (572) |
Amortization of net loss | 53 | 48 | 107 | 96 |
Net periodic benefit cost (income) | $ 0 | $ (17) | $ 1 | $ (34) |
SERIES D CUMULATIVE CONVERTIB55
SERIES D CUMULATIVE CONVERTIBLE PREFERRED UNITS Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 13, 2018 | Jun. 29, 2018 | Jul. 13, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 |
Class of Stock [Line Items] | |||||||
Proceeds from issuance of Series D preferred units | $ 400,000 | $ 0 | |||||
Series D preferred units outstanding | 15,760,441 | 0 | |||||
Series D Preferred Limited Partner [Member] | |||||||
Class of Stock [Line Items] | |||||||
Proceeds from issuance of Series D preferred units | $ 400,000 | ||||||
Series D preferred units outstanding | 15,760,441 | ||||||
Temporary Equity, Stock Issued During Period, Value, New Issues | $ 370,700 | ||||||
Transaction fee percentage | 3.50% | ||||||
Transaction fee | $ 20,700 | ||||||
Unpaid dividend penalty, Per unit dividend increase | $ 0.048 | ||||||
Unpaid Dividend Penalty, Preferred Stock, Conversion Basis | each holder of the Series D Preferred Units may elect to convert its Series D Preferred Units into common units on a one-for-one basis | ||||||
Unpaid Dividend Penalty, Minimum Amount Of Acquisitions or Asset Sales Requiring Consent | $ 50,000 | ||||||
Convertible preferred units, terms of redemption | The Partnership may redeem all or any portion of the Series D Preferred Units, in an amount not less than $50.0 million for cash at a redemption price equal to, as applicable: (i) $31.73 per Series D Preferred Unit at any time on or after June 29, 2023 but prior to June 29, 2024; (ii) $30.46 per Series D Preferred Unit at any time on or after June 29, 2024 but prior to June 29, 2025; (iii) $29.19 per Series D Preferred Unit at any time on or after June 29, 2025; plus, in each case, the sum of any unpaid distributions on the applicable Series D Preferred Unit plus the distributions prorated for the number of days elapsed (not to exceed 90) in the period of redemption (Series D Partial Period Distributions). The holders have the option to convert the units prior to such redemption as discussed above. Additionally, at any time on or after June 29, 2028, each holder of Series D Preferred Units will have the right to require the Partnership to redeem all of the Series D Preferred Units held by such holder at a redemption price equal to $29.19 per Series D Preferred Unit plus any unpaid Series D distributions plus the Series D Partial Period Distributions. If a holder of Series D Preferred Units exercises its redemption right, the Partnership may elect to pay up to 50% of such amount in common units (which shall be valued at 93% of a volume-weighted average trading price of the common units; provided, that the common units to be issued do not, in the aggregate, exceed 15% of NuStar Energy’s common equity market capitalization at the time. | ||||||
Maximum number of days within partial distribution period | 90 | ||||||
Convertible Preferred Stock, Terms of Conversion, Change of Control | convert its Series D Preferred Units into common units on a one-for-one basis, plus any unpaid Series D distributions | ||||||
Change of control redemption amount | the sum of (a) $29.82 per Series D Preferred Unit plus (b) any unpaid Series D distributions plus (c) the applicable distribution amount for the distribution periods ending after the change of control event and prior to (but including) the fourth anniversary of the Initial Closing | ||||||
Temporary equity, accounting treatment | The Series D Preferred Units are considered redeemable securities under GAAP due to the existence of redemption provisions at the option of the holders of the Series D Preferred Units and upon a Series D Change of Control (as defined in the partnership agreement), which is outside the Partnership’s control. Therefore, they are presented as temporary equity in the mezzanine section of the consolidated balance sheets. The Series D Preferred Units have been recorded at their issuance date fair value, net of issuance costs. We reassess the presentation of the Series D Preferred Units in our consolidated balance sheets on a quarterly basis. The Series D Preferred Units are subject to accretion from their carrying value at the issuance date to the redemption value, which is based on the redemption right of the Series D Preferred Unit holders that may be exercised at any time on or after June 29, 2028, using the effective interest method over a period of ten years. The accretion will be treated in the same manner as a distribution and deducted from net income to arrive at net income attributable to common units. | ||||||
Accretion period | 10 years | ||||||
Subsequent Event [Member] | Series D Preferred Limited Partner [Member] | |||||||
Class of Stock [Line Items] | |||||||
Proceeds from issuance of Series D preferred units | $ 190,000 | $ 590,000 | |||||
Issuance of preferred units (temporary equity) (in units) | 7,486,209 | 7,486,209 | |||||
Units issued, price per unit | $ 25.38 | $ 25.38 | |||||
Series D preferred units outstanding | 23,246,650 | 23,246,650 | |||||
Temporary Equity, Stock Issued During Period, Value, New Issues | $ 185,200 | $ 555,900 | |||||
Equity issuance costs | $ 13,400 | ||||||
Distribution payment date | Sep. 17, 2018 | ||||||
Distribution date of record | Sep. 4, 2018 | ||||||
Preferred Stock, Distributions, Period - June 29, 2018 to June 28, 2020 [Member] | Series D Preferred Limited Partner [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred units distribution percentage | 9.75% | ||||||
Preferred Stock, Distributions, Period - June 29, 2020 to June 28, 2023 [Member] | Series D Preferred Limited Partner [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred units distribution percentage | 10.75% | ||||||
Preferred Stock, Distributions, Period - June 29, 2023 and thereafter [Member] | Series D Preferred Limited Partner [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred units, dividend payment rate, variable | the greater of 13.75% per annum or the common unit distribution rate thereafter | ||||||
Preferred Stock, Distributions, Period - June 29, 2023 and thereafter [Member] | Minimum [Member] | Series D Preferred Limited Partner [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred units distribution percentage | 13.75% | ||||||
Preferred Stock, Distributions, Period - June 29, 2018 to June 15, 2019 [Member] | Series D Preferred Limited Partner [Member] | |||||||
Class of Stock [Line Items] | |||||||
Maximim percentage of distributions that may be paid in additional units | 50.00% | ||||||
Preferred Stock Distributions, Period - June 16, 2019 and thereafter [Member] | Series D Preferred Limited Partner [Member] | |||||||
Class of Stock [Line Items] | |||||||
Required amount of per unit cash dividends to permit dividend paid in kind | $ 0.635 | ||||||
Preferred Stock, Issuer Redemption, Period - June 29, 2023 to June 28, 2024 [Member] | Series D Preferred Limited Partner [Member] | |||||||
Class of Stock [Line Items] | |||||||
Temporary equity redemption price per unit | $31.73 per Series D Preferred Unit plus any unpaid Series D distributions plus the Series D Partial Period Distributions | ||||||
Preferred Stock, Issuer Redemption, Period - June 29, 2023 and thereafter [Member] | Series D Preferred Limited Partner [Member] | |||||||
Class of Stock [Line Items] | |||||||
Minimum redemption amount | $ 50,000 | ||||||
Preferred Stock, Issuer Redemption, Period - June 29, 2024 to June 28, 2025 [Member] | Series D Preferred Limited Partner [Member] | |||||||
Class of Stock [Line Items] | |||||||
Temporary equity redemption price per unit | $30.46 per Series D Preferred Unit plus any unpaid Series D distributions plus the Series D Partial Period Distributions | ||||||
Preferred Stock, Issuer Redemption, Period - June 29, 2025 and thereafter [Member] | Series D Preferred Limited Partner [Member] | |||||||
Class of Stock [Line Items] | |||||||
Temporary equity redemption price per unit | $29.19 per Series D Preferred Unit plus any unpaid Series D distributions plus the Series D Partial Period Distributions | ||||||
Preferred Stock, Holder Redemption, Period - June 29, 2028 and thereafter [Member] | Series D Preferred Limited Partner [Member] | |||||||
Class of Stock [Line Items] | |||||||
Temporary equity redemption price per unit | $29.19 per Series D Preferred Unit plus any unpaid Series D distributions plus the Series D Partial Period Distributions | ||||||
Percentage of redemption amount that may be paid in common limited partner units | 50.00% | ||||||
Volume-weighted average trading price percentage of common limited partner units | 93.00% | ||||||
Common limited partners' equity market capitalization, maximum allowable percentage | 15.00% | ||||||
Preferred Stock, Conversion, Period - June 29, 2020 and thereafter [Member] | Series D Preferred Limited Partner [Member] | |||||||
Class of Stock [Line Items] | |||||||
Convertible preferred units, terms of conversion | At any time on or after June 29, 2020, each holder of Series D Preferred Units may convert all or any portion of its Series D Preferred Units into common units on a one-for-one basis (plus any unpaid Series D distributions), subject to anti-dilution adjustments, at any time, but not more than once per quarter, so long as any conversion is for at least $50.0 million based on the Series D Preferred Unit Purchase Price (or such lesser amount representing all of a holder’s Series D Preferred Units). | ||||||
Minimum conversion amount | $ 50,000 | ||||||
Equity Issuance Date, June 29, 2018 [Member] | Subsequent Event [Member] | Series D Preferred Limited Partner [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred unit distribution declared | $ 0.525 | ||||||
Equity Issuance Date, July 13, 2018 [Member] | Subsequent Event [Member] | Series D Preferred Limited Partner [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred unit distribution declared | $ 0.431 |
PARTNERS' EQUITY Narrative 1 (D
PARTNERS' EQUITY Narrative 1 (Details) - Common Limited Partner [Member] - USD ($) $ / shares in Units, $ in Millions | Jun. 29, 2018 | Apr. 18, 2017 |
Class of Stock [Line Items] | ||
Issuance of units (units) | 413,736 | 14,375,000 |
Units issued, price per unit | $ 24.17 | |
Proceeds from issuance of common limited partner units | $ 10 |
PARTNERS' EQUITY Table 1 - Chan
PARTNERS' EQUITY Table 1 - Changes to Partners' Equity (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Increase (Decrease) in Partners' Capital [Roll Forward] | |
Balance as of January 1, 2018 | $ 2,480,089 |
Net income | 155,320 |
Unit-based compensation | 3,051 |
Other comprehensive income | 18,303 |
Distributions to partners | (204,347) |
Issuance of common units, including contribution from general partner | 10,204 |
Other | (6,143) |
Balance as of June 30, 2018 | $ 2,456,477 |
PARTNERS' EQUITY Narrative 2 (D
PARTNERS' EQUITY Narrative 2 (Details) | 6 Months Ended |
Jun. 30, 2018 | |
Class of Stock [Line Items] | |
Percent of available cash distributed | 100.00% |
Number of days within which distribution Is paid to common unitholder and general partner | 45 |
PARTNERS' EQUITY Table 2 - Gene
PARTNERS' EQUITY Table 2 - General Partner Incentive Distributions (Details) | 6 Months Ended |
Jun. 30, 2018 | |
General Partner Including Incentive Distributions [Member] | Quarterly Distributions Level 1 [Member] | |
Distribution Allocation [Line Items] | |
Percentage of distribution allocated to the general partner | 2.00% |
General Partner Including Incentive Distributions [Member] | Quarterly Distributions Level 2 [Member] | |
Distribution Allocation [Line Items] | |
Percentage of distribution allocated to the general partner | 10.00% |
General Partner Including Incentive Distributions [Member] | Quarterly Distributions Level 3 [Member] | |
Distribution Allocation [Line Items] | |
Percentage of distribution allocated to the general partner | 25.00% |
Common Limited Partner [Member] | Quarterly Distributions Level 1 [Member] | |
Distribution Allocation [Line Items] | |
Quarterly distribution amount per common unit | Up to $0.60 |
Percentage of distribution allocated to common limited partners | 98.00% |
Common Limited Partner [Member] | Quarterly Distributions Level 2 [Member] | |
Distribution Allocation [Line Items] | |
Quarterly distribution amount per common unit | Above $0.60 up to $0.66 |
Percentage of distribution allocated to common limited partners | 90.00% |
Common Limited Partner [Member] | Quarterly Distributions Level 3 [Member] | |
Distribution Allocation [Line Items] | |
Quarterly distribution amount per common unit | $0.66 |
Percentage of distribution allocated to common limited partners | 75.00% |
PARTNERS' EQUITY Table 3 - Cash
PARTNERS' EQUITY Table 3 - Cash Distributions Earned - General and Common Limited Partners (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Distributions Made to Limited Partners and General Partner [Line Items] | ||||||
General partner interest | $ 0 | $ 2,302 | $ 1,141 | $ 4,645 | ||
General partner incentive distribution | 0 | 10,912 | 0 | 23,824 | ||
Total general partner distribution | 0 | 13,214 | 1,141 | 28,469 | ||
Common limited partners’ distribution | 64,205 | 101,869 | 120,121 | 203,782 | ||
Total cash distributions applicable to common limited partners and general partner | $ 64,205 | $ 57,057 | $ 115,267 | $ 115,083 | $ 121,262 | $ 232,251 |
Common Limited Partner [Member] | ||||||
Distributions Made to Limited Partners and General Partner [Line Items] | ||||||
Cash distributions per unit applicable to common limited partners | $ 0.60 | $ 0.60 | $ 1.095 | $ 1.095 | $ 1.20 | $ 2.190 |
PARTNERS' EQUITY Table 4 - Cash
PARTNERS' EQUITY Table 4 - Cash Distributions Paid - General and Common Limited Partners (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Distribution Made to General and Common Limited Partners [Line Items] | ||||||
Cash distributions applicable to common limited partners and general partner (distribution earned) | $ 64,205 | $ 57,057 | $ 115,267 | $ 115,083 | $ 121,262 | $ 232,251 |
Common Limited Partner [Member] | ||||||
Distribution Made to General and Common Limited Partners [Line Items] | ||||||
Cash distributions per unit applicable to common limited partners | $ 0.60 | $ 0.60 | $ 1.095 | $ 1.095 | $ 1.20 | $ 2.190 |
Distribution date of record (distribution earned) | Aug. 7, 2018 | May 8, 2018 | Feb. 8, 2018 | |||
Distribution payment date (distribution earned) | Aug. 13, 2018 | May 14, 2018 | Feb. 13, 2018 |
PARTNERS' EQUITY Table 5 - Cash
PARTNERS' EQUITY Table 5 - Cash Distributions - Preferred Units (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2018 | |
Series A Preferred Limited Partner [Member] | ||||
Distribution Made to Limited Partner [Line Items] | ||||
Preferred units distribution percentage | 8.50% | |||
Preferred unit distribution paid | $ 0.53125 | $ 0.53125 | ||
Cash distributions applicable to preferred limited partners | $ 4,813 | $ 4,813 | ||
Distribution date of record | Jun. 1, 2018 | Mar. 1, 2018 | ||
Distribution payment date | Jun. 15, 2018 | Mar. 15, 2018 | ||
Series B Preferred Limited Partner [Member] | ||||
Distribution Made to Limited Partner [Line Items] | ||||
Preferred units distribution percentage | 7.625% | |||
Preferred unit distribution paid | $ 0.47657 | $ 0.47657 | ||
Cash distributions applicable to preferred limited partners | $ 7,339 | $ 7,339 | ||
Distribution date of record | Jun. 1, 2018 | Mar. 1, 2018 | ||
Distribution payment date | Jun. 15, 2018 | Mar. 15, 2018 | ||
Series C Preferred Limited Partner [Member] | ||||
Distribution Made to Limited Partner [Line Items] | ||||
Preferred units distribution percentage | 9.00% | |||
Preferred unit distribution paid | $ 0.5625 | $ 0.65625 | ||
Cash distributions applicable to preferred limited partners | $ 3,881 | $ 4,528 | ||
Distribution date of record | Jun. 1, 2018 | Mar. 1, 2018 | ||
Distribution payment date | Jun. 15, 2018 | Mar. 15, 2018 | ||
Subsequent Event [Member] | Series A Preferred Limited Partner [Member] | ||||
Distribution Made to Limited Partner [Line Items] | ||||
Preferred unit distribution declared | $ 0.53125 | |||
Cash distributions applicable to preferred limited partners | $ 4,813 | |||
Distribution date of record | Sep. 4, 2018 | |||
Distribution payment date | Sep. 17, 2018 | |||
Subsequent Event [Member] | Series B Preferred Limited Partner [Member] | ||||
Distribution Made to Limited Partner [Line Items] | ||||
Preferred unit distribution declared | $ 0.47657 | |||
Cash distributions applicable to preferred limited partners | $ 7,339 | |||
Distribution date of record | Sep. 4, 2018 | |||
Distribution payment date | Sep. 17, 2018 | |||
Subsequent Event [Member] | Series C Preferred Limited Partner [Member] | ||||
Distribution Made to Limited Partner [Line Items] | ||||
Preferred unit distribution declared | $ 0.5625 | |||
Cash distributions applicable to preferred limited partners | $ 3,881 | |||
Distribution date of record | Sep. 4, 2018 | |||
Distribution payment date | Sep. 17, 2018 |
PARTNERS' EQUITY Narrative 3 (D
PARTNERS' EQUITY Narrative 3 (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Class of Stock [Line Items] | ||||
General partner ownership interest | 2.00% | 2.00% | 2.00% | 2.00% |
Common Limited Partner [Member] | ||||
Class of Stock [Line Items] | ||||
Common unitholders ownership interest | 98.00% | |||
General Partner [Member] | ||||
Class of Stock [Line Items] | ||||
General partner ownership interest | 2.00% |
PARTNERS' EQUITY Table 6 - Net
PARTNERS' EQUITY Table 6 - Net Income Applicable to the General Partner (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Net Income Allocation [Abstract] | ||||
Net income | $ 29,399 | $ 26,250 | $ 155,532 | $ 84,190 |
Less preferred limited partner interest | 16,245 | 9,950 | 32,235 | 14,763 |
Less general partner incentive distribution | 0 | 10,912 | 0 | 23,824 |
Net income after preferred limited partner interest and general partner incentive distribution | $ 13,154 | $ 5,388 | $ 123,297 | $ 45,603 |
General partner interest allocation | 2.00% | 2.00% | 2.00% | 2.00% |
General partner interest allocation of net income | $ 263 | $ 108 | $ 2,466 | $ 912 |
General partner incentive distribution | 0 | 10,912 | 0 | 23,824 |
Net income applicable to general partner | $ 263 | $ 11,020 | $ 2,466 | $ 24,736 |
PARTNERS' EQUITY Table 7 - Bala
PARTNERS' EQUITY Table 7 - Balance of and Changes in Accumulated Other Comprehensive Income (Loss) (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Balance as of January 1, 2018 | $ (84,927) |
Other comprehensive income (loss) | 18,303 |
Balance as of June 30, 2018 | (66,624) |
Foreign Currency Translation | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Balance as of January 1, 2018 | (51,603) |
Other comprehensive income (loss) before reclassification adjustments | (6,379) |
Other comprehensive income (loss) | (6,319) |
Balance as of June 30, 2018 | (57,922) |
Cash Flow Hedges | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Balance as of January 1, 2018 | (24,304) |
Other comprehensive income (loss) before reclassification adjustments | 22,527 |
Other comprehensive income (loss) | 25,079 |
Balance as of June 30, 2018 | 775 |
Pension and Other Postretirement Benefits | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Balance as of January 1, 2018 | (9,020) |
Other comprehensive income (loss) before reclassification adjustments | 0 |
Other comprehensive income (loss) | (457) |
Balance as of June 30, 2018 | (9,477) |
Total | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Balance as of January 1, 2018 | (84,927) |
Other comprehensive income (loss) before reclassification adjustments | 16,148 |
Other comprehensive income (loss) | 18,303 |
Balance as of June 30, 2018 | (66,624) |
Other income, net | Foreign Currency Translation | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Reclassification from accumulated other comprehensive income, current period, net of tax | 0 |
Other | 60 |
Other income, net | Cash Flow Hedges | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Reclassification from accumulated other comprehensive income, current period, net of tax | 0 |
Other | 0 |
Other income, net | Pension and Other Postretirement Benefits | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Reclassification from accumulated other comprehensive income, current period, net of tax | (407) |
Other | (50) |
Other income, net | Total | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Reclassification from accumulated other comprehensive income, current period, net of tax | (407) |
Other | 10 |
Interest expense, net | Foreign Currency Translation | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Reclassification from accumulated other comprehensive income, current period, net of tax | 0 |
Interest expense, net | Cash Flow Hedges | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Reclassification from accumulated other comprehensive income, current period, net of tax | 2,552 |
Interest expense, net | Pension and Other Postretirement Benefits | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Reclassification from accumulated other comprehensive income, current period, net of tax | 0 |
Interest expense, net | Total | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Reclassification from accumulated other comprehensive income, current period, net of tax | $ 2,552 |
REVENUE FROM CONTRACTS WITH C66
REVENUE FROM CONTRACTS WITH CUSTOMERS Table 1 - Adoption Impact of ASC 606 (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenues | $ 486,204 | $ 435,488 | $ 962,085 | $ 922,918 |
Operating income (loss) | 79,838 | 73,404 | 178,318 | 170,543 |
Net income (loss) | $ 29,399 | $ 26,250 | $ 155,532 | $ 84,190 |
Basic net income per common unit | $ 0.15 | $ 0.05 | $ 1.30 | $ 0.51 |
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Revenue Recognition [Member] | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenues | $ 484,646 | $ 966,432 | ||
Operating income (loss) | 78,280 | 182,665 | ||
Net income (loss) | $ 27,841 | $ 159,879 | ||
Basic net income per common unit | $ 0.13 | $ 1.34 | ||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Revenue Recognition [Member] | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenues | $ 1,558 | $ (4,347) | ||
Operating income (loss) | 1,558 | (4,347) | ||
Net income (loss) | $ 1,558 | $ (4,347) | ||
Basic net income per common unit | $ 0.02 | $ (0.04) |
REVENUE FROM CONTRACTS WITH C67
REVENUE FROM CONTRACTS WITH CUSTOMERS Narrative 1 (Details) | 6 Months Ended |
Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Payment terms | Generally, payment terms do not exceed 30 days. |
REVENUE FROM CONTRACTS WITH C68
REVENUE FROM CONTRACTS WITH CUSTOMERS Table 2 - Contract Assets and Liabilities (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Contract assets | |
Balance as of January 1, 2018 | $ 2,127 |
Additions | 879 |
Transfer to accounts receivable | (2,397) |
Total activity | (1,518) |
Balance as of June 30, 2018 | 609 |
Less current portion | 327 |
Noncurrent portion | 282 |
Contract liabilities | |
Balance as of January 1, 2018 | (60,464) |
Additions | (20,820) |
Transfer to revenues | 28,466 |
Total activity | 7,646 |
Balance as of June 30, 2018 | (52,818) |
Less current portion | (18,149) |
Noncurrent portion | (34,669) |
Revenue recognized due to change in contract liability | $ 9,000 |
REVENUE FROM CONTRACTS WITH C69
REVENUE FROM CONTRACTS WITH CUSTOMERS Table 3 - Expected Timing of Satisfaction of Performance Obligations (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 260,929 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 6 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 377,617 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 229,327 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 168,290 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 130,220 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 1,579,304 |
Revenue, remaining performance obligation, expected timing of satisfaction, period |
REVENUE FROM CONTRACTS WITH C70
REVENUE FROM CONTRACTS WITH CUSTOMERS Table 4 - Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 486,204 | $ 435,488 | $ 962,085 | $ 922,918 |
Intersegment Eliminations [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | (2,005) | (3,729) | (4,080) | (7,672) |
Pipeline Segment | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from contracts with customers | 150,276 | 126,740 | 287,012 | 247,980 |
Lessor revenues | 0 | 0 | 54 | 0 |
Revenues | 150,276 | 126,740 | 287,066 | 247,980 |
Pipeline Segment | Crude Oil Pipelines [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from contracts with customers | 60,507 | 47,039 | 113,944 | 83,786 |
Pipeline Segment | Refined Products and Ammonia Pipelines [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from contracts with customers | 89,769 | 79,701 | 173,068 | 164,194 |
Storage Segment | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from contracts with customers | 147,488 | 148,777 | 292,854 | 286,427 |
Lessor revenues | 9,962 | 9,782 | 19,924 | 19,563 |
Revenues | 157,450 | 158,559 | 312,778 | 305,990 |
Storage Segment | Throughput Terminal [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from contracts with customers | 20,141 | 22,122 | 40,157 | 42,812 |
Storage Segment | Storage Terminal [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from contracts with customers | 127,347 | 126,655 | 252,697 | 243,615 |
Fuels Marketing Segment | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from contracts with customers | 180,483 | 153,918 | 366,321 | 376,620 |
Revenues | $ 180,483 | $ 153,918 | $ 366,321 | $ 376,620 |
NET INCOME PER COMMON UNIT Narr
NET INCOME PER COMMON UNIT Narrative (Details) - shares | Jun. 30, 2018 | Dec. 31, 2017 |
Temporary Equity Disclosure [Abstract] | ||
Series D preferred units outstanding | 15,760,441 | 0 |
NET INCOME PER COMMON UNIT Tabl
NET INCOME PER COMMON UNIT Table - Net Income per Common Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Earnings Per Share [Abstract] | ||||
Net income | $ 29,399 | $ 26,250 | $ 155,532 | $ 84,190 |
Less: Distributions to preferred limited partners | 16,245 | 9,950 | 32,235 | 14,763 |
Less: Distributions to general partner (including incentive distribution rights) | 0 | 13,214 | 1,141 | 28,469 |
Less: Distributions to common limited partners | 64,205 | 101,869 | 120,121 | 203,782 |
Less: Distribution equivalents rights to restricted units | 480 | 712 | 925 | 1,427 |
Distributions (in excess of) less than earnings | (51,531) | (99,495) | 1,110 | (164,251) |
Net income attributable to common units: | ||||
Common limited partners’ distribution | 64,205 | 101,869 | 120,121 | 203,782 |
Allocation of distributions (in excess of) less than earnings | (50,500) | (97,505) | 1,079 | (160,966) |
Total | $ 13,705 | $ 4,364 | $ 121,200 | $ 42,816 |
Basic weighted-average common units outstanding | 93,192,238 | 90,345,469 | 93,187,038 | 84,526,506 |
Basic net income per common unit | $ 0.15 | $ 0.05 | $ 1.30 | $ 0.51 |
STATEMENTS OF CASH FLOWS Table
STATEMENTS OF CASH FLOWS Table 1 - Changes in Current Assets and Current Liabilities (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Decrease (increase) in current assets: | ||
Accounts receivable | $ 34,518 | $ 48,875 |
Receivable from related party | 130 | 231 |
Inventories | (1,233) | 13,005 |
Other current assets | (2,494) | (2,388) |
Increase (decrease) in current liabilities: | ||
Accounts payable | 5,149 | (57,822) |
Accrued interest payable | (4,325) | 6,234 |
Accrued liabilities | 10,476 | (14,703) |
Taxes other than income tax | 1,329 | (3,094) |
Income tax payable | (817) | (5,682) |
Changes in current assets and current liabilities | $ 42,733 | $ (15,344) |
STATEMENTS OF CASH FLOWS Tabl74
STATEMENTS OF CASH FLOWS Table 2 - Cash Flows Related to Interest and Income Taxes (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Statement of Cash Flows [Abstract] | ||
Cash paid for interest, net of amount capitalized | $ 96,761 | $ 70,119 |
Cash paid for income taxes, net of tax refunds received | $ 7,973 | $ 9,556 |
SEGMENT INFORMATION Table 1 - R
SEGMENT INFORMATION Table 1 - Results of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenues: | ||||
Revenues | $ 486,204 | $ 435,488 | $ 962,085 | $ 922,918 |
Operating income: | ||||
General and administrative expenses | 27,981 | 33,604 | 47,755 | 58,199 |
Other depreciation and amortization expense | 2,251 | 2,199 | 4,369 | 4,392 |
Operating income (loss) | 79,838 | 73,404 | 178,318 | 170,543 |
Pipeline Segment | ||||
Revenues: | ||||
Revenues | 150,276 | 126,740 | 287,066 | 247,980 |
Storage Segment | ||||
Revenues: | ||||
Revenues | 157,450 | 158,559 | 312,778 | 305,990 |
Storage Segment | Third Party Revenue [Member] | ||||
Revenues: | ||||
Revenues | 155,445 | 154,830 | 308,698 | 298,318 |
Storage Segment | Intersegment Revenue [Member] | ||||
Revenues: | ||||
Revenues | 2,005 | 3,729 | 4,080 | 7,672 |
Fuels Marketing Segment | ||||
Revenues: | ||||
Revenues | 180,483 | 153,918 | 366,321 | 376,620 |
Operating Segments [Member] | ||||
Operating income: | ||||
Operating income (loss) | 110,070 | 109,207 | 230,442 | 233,134 |
Operating Segments [Member] | Pipeline Segment | ||||
Operating income: | ||||
Operating income (loss) | 62,979 | 52,868 | 120,773 | 117,896 |
Operating Segments [Member] | Storage Segment | ||||
Operating income: | ||||
Operating income (loss) | 44,184 | 56,049 | 100,445 | 109,808 |
Operating Segments [Member] | Fuels Marketing Segment | ||||
Operating income: | ||||
Operating income (loss) | 2,904 | 289 | 9,224 | 5,429 |
Intersegment Eliminations [Member] | ||||
Revenues: | ||||
Revenues | (2,005) | (3,729) | (4,080) | (7,672) |
Operating income: | ||||
Operating income (loss) | 3 | 1 | 0 | 1 |
Corporate, Non-Segment [Member] | ||||
Operating income: | ||||
General and administrative expenses | 27,981 | 33,604 | 47,755 | 58,199 |
Other depreciation and amortization expense | $ 2,251 | $ 2,199 | $ 4,369 | $ 4,392 |
SEGMENT INFORMATION Table 2 - A
SEGMENT INFORMATION Table 2 - Assets by Reportable Segment (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Segment Information | ||
Total assets | $ 6,646,969 | $ 6,535,233 |
Other Partnership Assets | ||
Segment Information | ||
Total assets | 192,850 | 188,507 |
Operating Segments [Member] | ||
Segment Information | ||
Total assets | 6,454,119 | 6,346,726 |
Operating Segments [Member] | Pipeline Segment | ||
Segment Information | ||
Total assets | 3,581,710 | 3,492,417 |
Operating Segments [Member] | Storage Segment | ||
Segment Information | ||
Total assets | 2,754,290 | 2,735,563 |
Operating Segments [Member] | Fuels Marketing Segment | ||
Segment Information | ||
Total assets | $ 118,119 | $ 118,746 |
CONDENSED CONSOLIDATING FINAN77
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS Narrative (Details) - NuStar Energy | 6 Months Ended |
Jun. 30, 2018 | |
NuPOP | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Subsidiary of Limited Liability Company or Limited Partnership, Ownership Interest | 100.00% |
NuStar Logistics | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Subsidiary of Limited Liability Company or Limited Partnership, Ownership Interest | 100.00% |
CONDENSED CONSOLIDATING FINAN78
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS Table 1 - Condensed Consolidating Balance Sheets (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 |
Assets | ||||
Cash and cash equivalents | $ 20,344 | $ 24,292 | $ 29,191 | $ 35,942 |
Receivables, net | 142,151 | 176,775 | ||
Inventories | 28,071 | 26,857 | ||
Other current assets | 26,526 | 22,508 | ||
Intercompany receivable | 0 | 0 | ||
Total current assets | 217,092 | 250,432 | ||
Property, plant and equipment, net | 4,459,681 | 4,300,933 | ||
Intangible assets, net | 758,767 | 784,479 | ||
Goodwill | 1,094,661 | 1,097,475 | ||
Investment in wholly owned subsidiaries | 0 | 0 | ||
Deferred income tax asset | 0 | 233 | ||
Other long-term assets, net | 116,768 | 101,681 | ||
Total assets | 6,646,969 | 6,535,233 | ||
Liabilities, Mezzanine Equity and Partners’ Equity | ||||
Accounts payable | 127,801 | 145,932 | ||
Short-term debt | 63,000 | 35,000 | ||
Current portion of long-term debt | 0 | 349,990 | ||
Accrued interest payable | 36,192 | 40,449 | ||
Accrued liabilities | 64,719 | 61,578 | ||
Taxes other than income tax | 16,220 | 14,385 | ||
Income tax payable | 3,357 | 4,172 | ||
Intercompany payable | 0 | 0 | ||
Total current liabilities | 311,289 | 651,506 | ||
Long-term debt, less current portion | 3,380,366 | 3,263,069 | ||
Deferred income tax liability | 23,113 | 22,272 | ||
Other long-term liabilities | 105,013 | 118,297 | ||
Series D preferred units | 370,711 | 0 | ||
Total partners' equity | 2,456,477 | 2,480,089 | ||
Total liabilities, mezzanine equity and partners’ equity | 6,646,969 | 6,535,233 | ||
Eliminations [Member] | ||||
Assets | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Receivables, net | 0 | 0 | ||
Inventories | 0 | 0 | ||
Other current assets | 0 | 0 | ||
Intercompany receivable | (2,882,812) | (3,112,164) | ||
Total current assets | (2,882,812) | (3,112,164) | ||
Property, plant and equipment, net | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Investment in wholly owned subsidiaries | (5,155,712) | (5,008,132) | ||
Deferred income tax asset | 0 | |||
Other long-term assets, net | 0 | 0 | ||
Total assets | (8,038,524) | (8,120,296) | ||
Liabilities, Mezzanine Equity and Partners’ Equity | ||||
Accounts payable | 0 | 0 | ||
Short-term debt | 0 | 0 | ||
Current portion of long-term debt | 0 | |||
Accrued interest payable | 0 | 0 | ||
Accrued liabilities | 0 | 0 | ||
Taxes other than income tax | 0 | 0 | ||
Income tax payable | 0 | 0 | ||
Intercompany payable | (2,882,812) | (3,112,164) | ||
Total current liabilities | (2,882,812) | (3,112,164) | ||
Long-term debt, less current portion | 0 | 0 | ||
Deferred income tax liability | 0 | 0 | ||
Other long-term liabilities | 0 | 0 | ||
Series D preferred units | 0 | |||
Total partners' equity | (5,155,712) | (5,008,132) | ||
Total liabilities, mezzanine equity and partners’ equity | (8,038,524) | (8,120,296) | ||
Parent Company Guarantor [Member] | NuStar Energy | Reportable Legal Entities [Member] | ||||
Assets | ||||
Cash and cash equivalents | 896 | 885 | 867 | 870 |
Receivables, net | 204 | 0 | ||
Inventories | 0 | 0 | ||
Other current assets | 78 | 61 | ||
Intercompany receivable | 56,954 | 0 | ||
Total current assets | 58,132 | 946 | ||
Property, plant and equipment, net | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Investment in wholly owned subsidiaries | 2,837,072 | 2,891,371 | ||
Deferred income tax asset | 0 | |||
Other long-term assets, net | 3,391 | 303 | ||
Total assets | 2,898,595 | 2,892,620 | ||
Liabilities, Mezzanine Equity and Partners’ Equity | ||||
Accounts payable | 4,169 | 4,078 | ||
Short-term debt | 0 | 0 | ||
Current portion of long-term debt | 0 | |||
Accrued interest payable | 0 | 0 | ||
Accrued liabilities | 608 | 1,105 | ||
Taxes other than income tax | 6 | 125 | ||
Income tax payable | 0 | 0 | ||
Intercompany payable | 0 | 322,296 | ||
Total current liabilities | 4,783 | 327,604 | ||
Long-term debt, less current portion | 0 | 0 | ||
Deferred income tax liability | 0 | 0 | ||
Other long-term liabilities | 0 | 0 | ||
Series D preferred units | 370,711 | |||
Total partners' equity | 2,523,101 | 2,565,016 | ||
Total liabilities, mezzanine equity and partners’ equity | 2,898,595 | 2,892,620 | ||
Subsidiary Issuer [Member] | NuStar Logistics | Reportable Legal Entities [Member] | ||||
Assets | ||||
Cash and cash equivalents | 1,777 | 29 | 64 | 5 |
Receivables, net | 61 | 280 | ||
Inventories | 1,913 | 1,686 | ||
Other current assets | 16,119 | 11,412 | ||
Intercompany receivable | 2,825,858 | 3,112,164 | ||
Total current assets | 2,845,728 | 3,125,571 | ||
Property, plant and equipment, net | 1,857,862 | 1,893,720 | ||
Intangible assets, net | 53,819 | 58,530 | ||
Goodwill | 149,453 | 149,453 | ||
Investment in wholly owned subsidiaries | 20,557 | 24,162 | ||
Deferred income tax asset | 0 | |||
Other long-term assets, net | 73,591 | 65,684 | ||
Total assets | 5,001,010 | 5,317,120 | ||
Liabilities, Mezzanine Equity and Partners’ Equity | ||||
Accounts payable | 25,949 | 27,642 | ||
Short-term debt | 63,000 | 35,000 | ||
Current portion of long-term debt | 349,990 | |||
Accrued interest payable | 36,144 | 40,402 | ||
Accrued liabilities | 21,666 | 17,628 | ||
Taxes other than income tax | 5,368 | 7,110 | ||
Income tax payable | 231 | 732 | ||
Intercompany payable | 0 | 0 | ||
Total current liabilities | 152,358 | 478,504 | ||
Long-term debt, less current portion | 3,324,389 | 3,201,220 | ||
Deferred income tax liability | 1,262 | 1,262 | ||
Other long-term liabilities | 44,622 | 58,806 | ||
Series D preferred units | 0 | |||
Total partners' equity | 1,478,379 | 1,577,328 | ||
Total liabilities, mezzanine equity and partners’ equity | 5,001,010 | 5,317,120 | ||
Guarantor Subsidiaries [Member] | NuPOP | Reportable Legal Entities [Member] | ||||
Assets | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Receivables, net | 0 | 0 | ||
Inventories | 8,408 | 8,611 | ||
Other current assets | 1,838 | 4,191 | ||
Intercompany receivable | 0 | 0 | ||
Total current assets | 10,246 | 12,802 | ||
Property, plant and equipment, net | 622,399 | 591,070 | ||
Intangible assets, net | 0 | 0 | ||
Goodwill | 170,652 | 170,652 | ||
Investment in wholly owned subsidiaries | 1,436,981 | 1,301,717 | ||
Deferred income tax asset | 0 | |||
Other long-term assets, net | 26,944 | 27,493 | ||
Total assets | 2,267,222 | 2,103,734 | ||
Liabilities, Mezzanine Equity and Partners’ Equity | ||||
Accounts payable | 6,810 | 13,160 | ||
Short-term debt | 0 | 0 | ||
Current portion of long-term debt | 0 | |||
Accrued interest payable | 0 | 0 | ||
Accrued liabilities | 8,016 | 9,450 | ||
Taxes other than income tax | 4,828 | 3,794 | ||
Income tax payable | 0 | 4 | ||
Intercompany payable | 1,372,863 | 1,277,691 | ||
Total current liabilities | 1,392,517 | 1,304,099 | ||
Long-term debt, less current portion | 0 | 0 | ||
Deferred income tax liability | 12 | 12 | ||
Other long-term liabilities | 13,793 | 8,861 | ||
Series D preferred units | 0 | |||
Total partners' equity | 860,900 | 790,762 | ||
Total liabilities, mezzanine equity and partners’ equity | 2,267,222 | 2,103,734 | ||
Non-Guarantor Subsidiaries [Member] | Reportable Legal Entities [Member] | ||||
Assets | ||||
Cash and cash equivalents | 17,671 | 23,378 | $ 28,260 | $ 35,067 |
Receivables, net | 141,886 | 176,495 | ||
Inventories | 17,750 | 16,560 | ||
Other current assets | 8,491 | 6,844 | ||
Intercompany receivable | 0 | 0 | ||
Total current assets | 185,798 | 223,277 | ||
Property, plant and equipment, net | 1,979,420 | 1,816,143 | ||
Intangible assets, net | 704,948 | 725,949 | ||
Goodwill | 774,556 | 777,370 | ||
Investment in wholly owned subsidiaries | 861,102 | 790,882 | ||
Deferred income tax asset | 233 | |||
Other long-term assets, net | 12,842 | 8,201 | ||
Total assets | 4,518,666 | 4,342,055 | ||
Liabilities, Mezzanine Equity and Partners’ Equity | ||||
Accounts payable | 90,873 | 101,052 | ||
Short-term debt | 0 | 0 | ||
Current portion of long-term debt | 0 | |||
Accrued interest payable | 48 | 47 | ||
Accrued liabilities | 34,429 | 33,395 | ||
Taxes other than income tax | 6,018 | 3,356 | ||
Income tax payable | 3,126 | 3,436 | ||
Intercompany payable | 1,509,949 | 1,512,177 | ||
Total current liabilities | 1,644,443 | 1,653,463 | ||
Long-term debt, less current portion | 55,977 | 61,849 | ||
Deferred income tax liability | 21,839 | 20,998 | ||
Other long-term liabilities | 46,598 | 50,630 | ||
Series D preferred units | 0 | |||
Total partners' equity | 2,749,809 | 2,555,115 | ||
Total liabilities, mezzanine equity and partners’ equity | $ 4,518,666 | $ 4,342,055 |
CONDENSED CONSOLIDATING FINAN79
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS Table 2 - Condensed Consolidating Statements of Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Condensed Financial Statements, Captions [Line Items] | ||||
Revenues | $ 486,204 | $ 435,488 | $ 962,085 | $ 922,918 |
Costs and expenses | 406,366 | 362,084 | 783,767 | 752,375 |
Operating (loss) income | 79,838 | 73,404 | 178,318 | 170,543 |
Equity in earnings (loss) of subsidiaries | 0 | 0 | 0 | 0 |
Interest income (expense), net | (48,936) | (45,612) | (96,708) | (82,026) |
Other income (expense), net | 1,412 | 88 | 81,164 | 228 |
Income before income tax expense | 32,314 | 27,880 | 162,774 | 88,745 |
Income tax expense (benefit) | 2,915 | 1,630 | 7,242 | 4,555 |
Net income (loss) | 29,399 | 26,250 | 155,532 | 84,190 |
Comprehensive income (loss) | 26,778 | 27,381 | 173,835 | 89,084 |
Eliminations [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Revenues | (147) | (347) | (349) | (634) |
Costs and expenses | (147) | (347) | (349) | (634) |
Operating (loss) income | 0 | 0 | 0 | 0 |
Equity in earnings (loss) of subsidiaries | (100,410) | (76,442) | (468,516) | (209,565) |
Interest income (expense), net | 0 | 0 | 0 | 0 |
Other income (expense), net | 0 | 0 | 0 | 0 |
Income before income tax expense | (100,410) | (76,442) | (468,516) | (209,565) |
Income tax expense (benefit) | 0 | 0 | 0 | 0 |
Net income (loss) | (100,410) | (76,442) | (468,516) | (209,565) |
Comprehensive income (loss) | (100,410) | (76,442) | (468,516) | (209,565) |
Parent Company Guarantor [Member] | NuStar Energy | Reportable Legal Entities [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Costs and expenses | 538 | 486 | 1,150 | 995 |
Operating (loss) income | (538) | (486) | (1,150) | (995) |
Equity in earnings (loss) of subsidiaries | 29,900 | 26,732 | 156,613 | 85,177 |
Interest income (expense), net | 37 | 4 | 69 | 8 |
Other income (expense), net | 0 | 0 | 0 | 0 |
Income before income tax expense | 29,399 | 26,250 | 155,532 | 84,190 |
Income tax expense (benefit) | 0 | 0 | 0 | 0 |
Net income (loss) | 29,399 | 26,250 | 155,532 | 84,190 |
Comprehensive income (loss) | 29,399 | 26,250 | 155,532 | 84,190 |
Subsidiary Issuer [Member] | NuStar Logistics | Reportable Legal Entities [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Revenues | 117,862 | 128,895 | 237,556 | 252,524 |
Costs and expenses | 86,588 | 83,096 | 159,004 | 159,418 |
Operating (loss) income | 31,274 | 45,799 | 78,552 | 93,106 |
Equity in earnings (loss) of subsidiaries | 1,692 | (7,177) | (557) | (6,067) |
Interest income (expense), net | (50,357) | (46,390) | (100,383) | (83,304) |
Other income (expense), net | 1,848 | 62 | 2,324 | 83 |
Income before income tax expense | (15,543) | (7,706) | (20,064) | 3,818 |
Income tax expense (benefit) | 61 | (365) | 231 | (34) |
Net income (loss) | (15,604) | (7,341) | (20,295) | 3,852 |
Comprehensive income (loss) | (9,336) | (13,592) | 4,784 | (561) |
Guarantor Subsidiaries [Member] | NuPOP | Reportable Legal Entities [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Revenues | 66,505 | 50,577 | 122,779 | 102,818 |
Costs and expenses | 42,324 | 37,781 | 77,505 | 67,587 |
Operating (loss) income | 24,181 | 12,796 | 45,274 | 35,231 |
Equity in earnings (loss) of subsidiaries | 23,145 | 22,746 | 135,148 | 48,961 |
Interest income (expense), net | (1,724) | (1,401) | (3,295) | (2,705) |
Other income (expense), net | 73 | 3 | 188 | 9 |
Income before income tax expense | 45,675 | 34,144 | 177,315 | 81,496 |
Income tax expense (benefit) | 0 | 1 | 1 | 2 |
Net income (loss) | 45,675 | 34,143 | 177,314 | 81,494 |
Comprehensive income (loss) | 45,675 | 34,143 | 177,314 | 81,494 |
Non-Guarantor Subsidiaries [Member] | Reportable Legal Entities [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Revenues | 301,984 | 256,363 | 602,099 | 568,210 |
Costs and expenses | 277,063 | 241,068 | 546,457 | 525,009 |
Operating (loss) income | 24,921 | 15,295 | 55,642 | 43,201 |
Equity in earnings (loss) of subsidiaries | 45,673 | 34,141 | 177,312 | 81,494 |
Interest income (expense), net | 3,108 | 2,175 | 6,901 | 3,975 |
Other income (expense), net | (509) | 23 | 78,652 | 136 |
Income before income tax expense | 73,193 | 51,634 | 318,507 | 128,806 |
Income tax expense (benefit) | 2,854 | 1,994 | 7,010 | 4,587 |
Net income (loss) | 70,339 | 49,640 | 311,497 | 124,219 |
Comprehensive income (loss) | $ 61,450 | $ 57,022 | $ 304,721 | $ 133,526 |
CONDENSED CONSOLIDATING FINAN80
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS Table 3 - Condensed Consolidating Statements of Cash Flows (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flows from operating activities: | ||
Net cash provided by operating activities | $ 243,850 | $ 208,988 |
Cash flows from investing activities: | ||
Capital expenditures | (248,521) | (108,849) |
Change in accounts payable related to capital expenditures | (19,320) | 6,851 |
Proceeds from sale or disposition of assets | 2,097 | 1,966 |
Proceeds from insurance recoveries | 78,419 | 0 |
Investment in subsidiaries | 0 | |
Proceeds from Axeon term loan | 0 | 110,000 |
Acquisitions | (37,502) | (1,476,719) |
Net cash provided by (used in) investing activities | (224,827) | (1,466,751) |
Cash flows from financing activities: | ||
Debt borrowings | 1,133,272 | 1,602,161 |
Debt repayments | (1,333,521) | (1,696,239) |
Proceeds from note offering, net of issuance costs | 0 | 543,313 |
Proceeds from issuance of Series D preferred units | 400,000 | 0 |
Payment of issuance costs for Series D preferred units | (29,289) | 0 |
Proceeds from issuance of other preferred units, net of issuance costs | 0 | 371,802 |
Proceeds from issuance of common units, net of issuance costs | 10,000 | 643,858 |
Contributions from general partner | 0 | 13,597 |
Distributions to preferred unitholders | (32,713) | (10,696) |
Distributions to common unitholders and general partner | (172,324) | (216,139) |
Proceeds from termination of interest rate swaps | 8,048 | 0 |
Contributions from distributions to affiliates | 0 | |
Net intercompany activity | 0 | 0 |
Other, net | (6,023) | (1,294) |
Net cash (used in) provided by financing activities | (22,550) | 1,250,363 |
Effect of foreign exchange rate changes on cash | (421) | 649 |
Net increase (decrease) in cash and cash equivalents | (3,948) | (6,751) |
Cash and cash equivalents as of the beginning of the period | 24,292 | 35,942 |
Cash and cash equivalents as of the end of the period | 20,344 | 29,191 |
Eliminations [Member] | ||
Cash flows from operating activities: | ||
Net cash provided by operating activities | (307,567) | (340,263) |
Cash flows from investing activities: | ||
Capital expenditures | 0 | 0 |
Change in accounts payable related to capital expenditures | 0 | 0 |
Proceeds from sale or disposition of assets | 0 | 0 |
Proceeds from insurance recoveries | 0 | |
Investment in subsidiaries | 1,262,126 | |
Proceeds from Axeon term loan | 0 | |
Acquisitions | 0 | 0 |
Net cash provided by (used in) investing activities | 0 | 1,262,126 |
Cash flows from financing activities: | ||
Debt borrowings | 0 | 0 |
Debt repayments | 0 | 0 |
Proceeds from note offering, net of issuance costs | 0 | |
Proceeds from issuance of Series D preferred units | 0 | |
Payment of issuance costs for Series D preferred units | 0 | |
Proceeds from issuance of other preferred units, net of issuance costs | 0 | |
Proceeds from issuance of common units, net of issuance costs | 0 | 0 |
Contributions from general partner | 0 | |
Distributions to preferred unitholders | 49,071 | 16,044 |
Distributions to common unitholders and general partner | 258,496 | 324,219 |
Proceeds from termination of interest rate swaps | 0 | |
Contributions from distributions to affiliates | (1,262,126) | |
Net intercompany activity | 0 | 0 |
Other, net | 0 | 0 |
Net cash (used in) provided by financing activities | 307,567 | (921,863) |
Effect of foreign exchange rate changes on cash | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents as of the beginning of the period | 0 | 0 |
Cash and cash equivalents as of the end of the period | 0 | 0 |
Parent Company Guarantor [Member] | NuStar Energy | Reportable Legal Entities [Member] | ||
Cash flows from operating activities: | ||
Net cash provided by operating activities | 200,803 | 225,566 |
Cash flows from investing activities: | ||
Capital expenditures | 0 | 0 |
Change in accounts payable related to capital expenditures | 0 | 0 |
Proceeds from sale or disposition of assets | 0 | 0 |
Proceeds from insurance recoveries | 0 | |
Investment in subsidiaries | (1,262,000) | |
Proceeds from Axeon term loan | 0 | |
Acquisitions | 0 | 0 |
Net cash provided by (used in) investing activities | 0 | (1,262,000) |
Cash flows from financing activities: | ||
Debt borrowings | 0 | 0 |
Debt repayments | 0 | 0 |
Proceeds from note offering, net of issuance costs | 0 | |
Proceeds from issuance of Series D preferred units | 400,000 | |
Payment of issuance costs for Series D preferred units | (29,289) | |
Proceeds from issuance of other preferred units, net of issuance costs | 371,802 | |
Proceeds from issuance of common units, net of issuance costs | 10,000 | 643,858 |
Contributions from general partner | 13,597 | |
Distributions to preferred unitholders | (32,713) | (10,696) |
Distributions to common unitholders and general partner | (172,324) | (216,139) |
Proceeds from termination of interest rate swaps | 0 | |
Contributions from distributions to affiliates | 0 | |
Net intercompany activity | (374,973) | 236,622 |
Other, net | (1,493) | (2,613) |
Net cash (used in) provided by financing activities | (200,792) | 1,036,431 |
Effect of foreign exchange rate changes on cash | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | 11 | (3) |
Cash and cash equivalents as of the beginning of the period | 885 | 870 |
Cash and cash equivalents as of the end of the period | 896 | 867 |
Subsidiary Issuer [Member] | NuStar Logistics | Reportable Legal Entities [Member] | ||
Cash flows from operating activities: | ||
Net cash provided by operating activities | 31,209 | 85,203 |
Cash flows from investing activities: | ||
Capital expenditures | (17,136) | (19,639) |
Change in accounts payable related to capital expenditures | 495 | (2,823) |
Proceeds from sale or disposition of assets | 1,385 | 1,898 |
Proceeds from insurance recoveries | 0 | |
Investment in subsidiaries | 0 | |
Proceeds from Axeon term loan | 110,000 | |
Acquisitions | 0 | 0 |
Net cash provided by (used in) investing activities | (15,256) | 89,436 |
Cash flows from financing activities: | ||
Debt borrowings | 1,122,272 | 1,536,761 |
Debt repayments | (1,316,621) | (1,625,739) |
Proceeds from note offering, net of issuance costs | 543,313 | |
Proceeds from issuance of Series D preferred units | 0 | |
Payment of issuance costs for Series D preferred units | 0 | |
Proceeds from issuance of other preferred units, net of issuance costs | 0 | |
Proceeds from issuance of common units, net of issuance costs | 0 | 0 |
Contributions from general partner | 0 | |
Distributions to preferred unitholders | (16,356) | (5,348) |
Distributions to common unitholders and general partner | (86,162) | (108,070) |
Proceeds from termination of interest rate swaps | 8,048 | |
Contributions from distributions to affiliates | 1,262,000 | |
Net intercompany activity | 279,080 | (1,778,816) |
Other, net | (4,466) | 1,319 |
Net cash (used in) provided by financing activities | (14,205) | (174,580) |
Effect of foreign exchange rate changes on cash | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | 1,748 | 59 |
Cash and cash equivalents as of the beginning of the period | 29 | 5 |
Cash and cash equivalents as of the end of the period | 1,777 | 64 |
Guarantor Subsidiaries [Member] | NuPOP | Reportable Legal Entities [Member] | ||
Cash flows from operating activities: | ||
Net cash provided by operating activities | 58,105 | 45,790 |
Cash flows from investing activities: | ||
Capital expenditures | (8,164) | (5,588) |
Change in accounts payable related to capital expenditures | (5,173) | (35) |
Proceeds from sale or disposition of assets | 16 | 12 |
Proceeds from insurance recoveries | 0 | |
Investment in subsidiaries | 0 | |
Proceeds from Axeon term loan | 0 | |
Acquisitions | (37,502) | 0 |
Net cash provided by (used in) investing activities | (50,823) | (5,611) |
Cash flows from financing activities: | ||
Debt borrowings | 0 | 0 |
Debt repayments | 0 | 0 |
Proceeds from note offering, net of issuance costs | 0 | |
Proceeds from issuance of Series D preferred units | 0 | |
Payment of issuance costs for Series D preferred units | 0 | |
Proceeds from issuance of other preferred units, net of issuance costs | 0 | |
Proceeds from issuance of common units, net of issuance costs | 0 | 0 |
Contributions from general partner | 0 | |
Distributions to preferred unitholders | (16,357) | (5,348) |
Distributions to common unitholders and general partner | (86,162) | (108,069) |
Proceeds from termination of interest rate swaps | 0 | |
Contributions from distributions to affiliates | 0 | |
Net intercompany activity | 95,237 | 73,237 |
Other, net | 0 | 1 |
Net cash (used in) provided by financing activities | (7,282) | (40,179) |
Effect of foreign exchange rate changes on cash | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents as of the beginning of the period | 0 | 0 |
Cash and cash equivalents as of the end of the period | 0 | 0 |
Non-Guarantor Subsidiaries [Member] | Reportable Legal Entities [Member] | ||
Cash flows from operating activities: | ||
Net cash provided by operating activities | 261,300 | 192,692 |
Cash flows from investing activities: | ||
Capital expenditures | (223,221) | (83,622) |
Change in accounts payable related to capital expenditures | (14,642) | 9,709 |
Proceeds from sale or disposition of assets | 696 | 56 |
Proceeds from insurance recoveries | 78,419 | |
Investment in subsidiaries | (126) | |
Proceeds from Axeon term loan | 0 | |
Acquisitions | 0 | (1,476,719) |
Net cash provided by (used in) investing activities | (158,748) | (1,550,702) |
Cash flows from financing activities: | ||
Debt borrowings | 11,000 | 65,400 |
Debt repayments | (16,900) | (70,500) |
Proceeds from note offering, net of issuance costs | 0 | |
Proceeds from issuance of Series D preferred units | 0 | |
Payment of issuance costs for Series D preferred units | 0 | |
Proceeds from issuance of other preferred units, net of issuance costs | 0 | |
Proceeds from issuance of common units, net of issuance costs | 0 | 0 |
Contributions from general partner | 0 | |
Distributions to preferred unitholders | (16,358) | (5,348) |
Distributions to common unitholders and general partner | (86,172) | (108,080) |
Proceeds from termination of interest rate swaps | 0 | |
Contributions from distributions to affiliates | 126 | |
Net intercompany activity | 656 | 1,468,957 |
Other, net | (64) | (1) |
Net cash (used in) provided by financing activities | (107,838) | 1,350,554 |
Effect of foreign exchange rate changes on cash | (421) | 649 |
Net increase (decrease) in cash and cash equivalents | (5,707) | (6,807) |
Cash and cash equivalents as of the beginning of the period | 23,378 | 35,067 |
Cash and cash equivalents as of the end of the period | $ 17,671 | $ 28,260 |