☑
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from _______ to _______
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Delaware
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74-2956831
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common units
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NS
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New York Stock Exchange
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Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units
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NSprA
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New York Stock Exchange
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Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units
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NSprB
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New York Stock Exchange
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Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units
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NSprC
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New York Stock Exchange
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Large accelerated filer
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þ
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1A.
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Item 6.
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Item 1.
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Financial Statements
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March 31,
2020 |
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December 31,
2019 |
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
17,694
|
|
|
$
|
16,192
|
|
Accounts receivable, net of allowance for doubtful accounts of $61 and $72
as of March 31, 2020 and December 31, 2019, respectively
|
144,667
|
|
|
152,530
|
|
||
Inventories
|
10,720
|
|
|
12,393
|
|
||
Prepaid and other current assets
|
14,775
|
|
|
21,933
|
|
||
Total current assets
|
187,856
|
|
|
203,048
|
|
||
Property, plant and equipment, at cost
|
6,224,005
|
|
|
6,187,144
|
|
||
Accumulated depreciation and amortization
|
(2,118,364
|
)
|
|
(2,068,165
|
)
|
||
Property, plant and equipment, net
|
4,105,641
|
|
|
4,118,979
|
|
||
Intangible assets, net
|
668,776
|
|
|
681,632
|
|
||
Goodwill
|
780,853
|
|
|
1,005,853
|
|
||
Other long-term assets, net
|
134,694
|
|
|
176,480
|
|
||
Total assets
|
$
|
5,877,820
|
|
|
$
|
6,185,992
|
|
Liabilities, Mezzanine Equity and Partners’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
74,032
|
|
|
$
|
109,834
|
|
Short-term debt and current portion of finance leases
|
14,869
|
|
|
10,046
|
|
||
Current portion of long-term debt
|
—
|
|
|
452,367
|
|
||
Accrued interest payable
|
40,605
|
|
|
37,925
|
|
||
Accrued liabilities
|
104,177
|
|
|
104,285
|
|
||
Taxes other than income tax
|
8,729
|
|
|
12,781
|
|
||
Income tax payable
|
5,450
|
|
|
4,325
|
|
||
Total current liabilities
|
247,862
|
|
|
731,563
|
|
||
Long-term debt, less current portion
|
3,374,747
|
|
|
2,934,918
|
|
||
Deferred income tax liability
|
10,673
|
|
|
12,427
|
|
||
Other long-term liabilities
|
149,887
|
|
|
148,939
|
|
||
Total liabilities
|
3,783,169
|
|
|
3,827,847
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 6)
|
|
|
|
||||
|
|
|
|
||||
Series D preferred limited partners (23,246,650 preferred units outstanding as of
March 31, 2020 and December 31, 2019) (Note 8)
|
586,837
|
|
|
581,935
|
|
||
|
|
|
|
||||
Partners’ equity (Note 9):
|
|
|
|
||||
Preferred limited partners
|
|
|
|
||||
Series A (9,060,000 units outstanding as of March 31, 2020 and December 31, 2019)
|
218,307
|
|
|
218,307
|
|
||
Series B (15,400,000 units outstanding as of March 31, 2020 and December 31, 2019)
|
371,476
|
|
|
371,476
|
|
||
Series C (6,900,000 units outstanding as of March 31, 2020 and December 31, 2019)
|
166,518
|
|
|
166,518
|
|
||
Common limited partners (109,194,072 and 108,527,806 common units outstanding
as of March 31, 2020 and December 31, 2019, respectively)
|
855,722
|
|
|
1,087,805
|
|
||
Accumulated other comprehensive loss
|
(104,209
|
)
|
|
(67,896
|
)
|
||
Total partners’ equity
|
1,507,814
|
|
|
1,776,210
|
|
||
Total liabilities, mezzanine equity and partners’ equity
|
$
|
5,877,820
|
|
|
$
|
6,185,992
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Revenues:
|
|
|
|
||||
Service revenues
|
$
|
316,746
|
|
|
$
|
259,027
|
|
Product sales
|
76,045
|
|
|
88,799
|
|
||
Total revenues
|
392,791
|
|
|
347,826
|
|
||
Costs and expenses:
|
|
|
|
||||
Costs associated with service revenues:
|
|
|
|
||||
Operating expenses (excluding depreciation and amortization expense)
|
100,182
|
|
|
95,411
|
|
||
Depreciation and amortization expense
|
68,061
|
|
|
64,818
|
|
||
Total costs associated with service revenues
|
168,243
|
|
|
160,229
|
|
||
Cost of product sales
|
67,450
|
|
|
86,182
|
|
||
Goodwill impairment loss
|
225,000
|
|
|
—
|
|
||
General and administrative expenses (excluding depreciation and amortization expense)
|
22,971
|
|
|
25,691
|
|
||
Other depreciation and amortization expense
|
2,186
|
|
|
2,119
|
|
||
Total costs and expenses
|
485,850
|
|
|
274,221
|
|
||
Operating (loss) income
|
(93,059
|
)
|
|
73,605
|
|
||
Interest expense, net
|
(47,494
|
)
|
|
(44,291
|
)
|
||
Other (expense) income, net
|
(6,489
|
)
|
|
791
|
|
||
(Loss) income from continuing operations before income tax expense
|
(147,042
|
)
|
|
30,105
|
|
||
Income tax expense
|
599
|
|
|
1,182
|
|
||
(Loss) income from continuing operations
|
(147,641
|
)
|
|
28,923
|
|
||
Loss from discontinued operations, net of tax
|
—
|
|
|
(306,786
|
)
|
||
Net loss
|
$
|
(147,641
|
)
|
|
$
|
(277,863
|
)
|
|
|
|
|
||||
Basic net loss per common unit:
|
|
|
|
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Continuing operations
|
$
|
(1.68
|
)
|
|
$
|
(0.06
|
)
|
Discontinued operations
|
—
|
|
|
(2.85
|
)
|
||
Total (Note 10)
|
$
|
(1.68
|
)
|
|
$
|
(2.91
|
)
|
|
|
|
|
||||
Basic weighted-average common units outstanding
|
108,897,400
|
|
|
107,531,619
|
|
||
|
|
|
|
||||
Comprehensive loss
|
$
|
(183,954
|
)
|
|
$
|
(282,689
|
)
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Cash Flows from Operating Activities:
|
|
|
|
||||
Net loss
|
$
|
(147,641
|
)
|
|
$
|
(277,863
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization expense
|
70,247
|
|
|
74,406
|
|
||
Amortization of unit-based compensation
|
2,585
|
|
|
2,982
|
|
||
Amortization of debt related items
|
1,462
|
|
|
1,310
|
|
||
Asset and goodwill impairment losses
|
225,000
|
|
|
328,440
|
|
||
Deferred income tax benefit
|
(999
|
)
|
|
(847
|
)
|
||
Changes in current assets and current liabilities (Note 11)
|
(9,785
|
)
|
|
(33,403
|
)
|
||
Decrease (increase) in other long-term assets
|
2,303
|
|
|
(74
|
)
|
||
Increase in other long-term liabilities
|
948
|
|
|
9,275
|
|
||
Other, net
|
7,308
|
|
|
(658
|
)
|
||
Net cash provided by operating activities
|
151,428
|
|
|
103,568
|
|
||
Cash Flows from Investing Activities:
|
|
|
|
||||
Capital expenditures
|
(56,283
|
)
|
|
(159,429
|
)
|
||
Change in accounts payable related to capital expenditures
|
(15,706
|
)
|
|
19,401
|
|
||
Proceeds from sale or disposition of assets
|
565
|
|
|
79
|
|
||
Net cash used in investing activities
|
(71,424
|
)
|
|
(139,949
|
)
|
||
Cash Flows from Financing Activities:
|
|
|
|
||||
Proceeds from long-term debt borrowings
|
135,200
|
|
|
230,000
|
|
||
Proceeds from short-term debt borrowings
|
52,000
|
|
|
81,500
|
|
||
Long-term debt repayments
|
(104,615
|
)
|
|
(63,600
|
)
|
||
Short-term debt repayments
|
(47,500
|
)
|
|
(94,500
|
)
|
||
Distributions to preferred unitholders
|
(30,423
|
)
|
|
(30,423
|
)
|
||
Distributions to common unitholders
|
(65,169
|
)
|
|
(64,367
|
)
|
||
Payment of tax withholding for unit-based compensation
|
(8,820
|
)
|
|
(6,366
|
)
|
||
Decrease in cash book overdrafts
|
(1,194
|
)
|
|
(3,608
|
)
|
||
Other, net
|
(6,568
|
)
|
|
(1,519
|
)
|
||
Net cash (used in) provided by financing activities
|
(77,089
|
)
|
|
47,117
|
|
||
Effect of foreign exchange rate changes on cash
|
(1,403
|
)
|
|
154
|
|
||
Net increase in cash, cash equivalents and restricted cash
|
1,512
|
|
|
10,890
|
|
||
Cash, cash equivalents and restricted cash as of the beginning of the period
|
24,980
|
|
|
13,644
|
|
||
Cash, cash equivalents and restricted cash as of the end of the period
|
$
|
26,492
|
|
|
$
|
24,534
|
|
|
|
|
Limited Partners
|
|
|
|
|
|
Mezzanine Equity
|
|
|
||||||||||||||
|
Preferred
|
|
Common
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total Partners’ Equity
(Note 9)
|
|
Series D Preferred Limited Partners (Note 8)
|
|
Total
|
||||||||||||
Balance as of January 1, 2020
|
$
|
756,301
|
|
|
$
|
1,087,805
|
|
|
$
|
(67,896
|
)
|
|
$
|
1,776,210
|
|
|
$
|
581,935
|
|
|
$
|
2,358,145
|
|
Net income (loss)
|
16,033
|
|
|
(178,064
|
)
|
|
—
|
|
|
(162,031
|
)
|
|
14,390
|
|
|
(147,641
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
(36,313
|
)
|
|
(36,313
|
)
|
|
—
|
|
|
(36,313
|
)
|
||||||
Distributions to partners:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Series A, B and C preferred
|
(16,033
|
)
|
|
—
|
|
|
—
|
|
|
(16,033
|
)
|
|
—
|
|
|
(16,033
|
)
|
||||||
Common ($0.60 per unit)
|
—
|
|
|
(65,169
|
)
|
|
—
|
|
|
(65,169
|
)
|
|
—
|
|
|
(65,169
|
)
|
||||||
Series D preferred
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,390
|
)
|
|
(14,390
|
)
|
||||||
Unit-based compensation
|
—
|
|
|
16,051
|
|
|
—
|
|
|
16,051
|
|
|
—
|
|
|
16,051
|
|
||||||
Series D preferred unit accretion
|
—
|
|
|
(4,902
|
)
|
|
—
|
|
|
(4,902
|
)
|
|
4,902
|
|
|
—
|
|
||||||
Other
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Balance as of March 31, 2020
|
$
|
756,301
|
|
|
$
|
855,722
|
|
|
$
|
(104,209
|
)
|
|
$
|
1,507,814
|
|
|
$
|
586,837
|
|
|
$
|
2,094,651
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance as of January 1, 2019
|
$
|
756,301
|
|
|
$
|
1,556,308
|
|
|
$
|
(54,878
|
)
|
|
$
|
2,257,731
|
|
|
$
|
563,992
|
|
|
$
|
2,821,723
|
|
Net income (loss)
|
16,033
|
|
|
(308,286
|
)
|
|
—
|
|
|
(292,253
|
)
|
|
14,390
|
|
|
(277,863
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
(4,826
|
)
|
|
(4,826
|
)
|
|
—
|
|
|
(4,826
|
)
|
||||||
Distributions to partners:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Series A, B and C preferred
|
(16,033
|
)
|
|
—
|
|
|
—
|
|
|
(16,033
|
)
|
|
—
|
|
|
(16,033
|
)
|
||||||
Common ($0.60 per unit)
|
—
|
|
|
(64,367
|
)
|
|
—
|
|
|
(64,367
|
)
|
|
—
|
|
|
(64,367
|
)
|
||||||
Series D preferred
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,390
|
)
|
|
(14,390
|
)
|
||||||
Unit-based compensation
|
—
|
|
|
13,540
|
|
|
—
|
|
|
13,540
|
|
|
—
|
|
|
13,540
|
|
||||||
Series D Preferred Unit accretion
|
—
|
|
|
(4,302
|
)
|
|
—
|
|
|
(4,302
|
)
|
|
4,302
|
|
|
—
|
|
||||||
Other
|
—
|
|
|
(813
|
)
|
|
—
|
|
|
(813
|
)
|
|
(1
|
)
|
|
(814
|
)
|
||||||
Balance as of March 31, 2019
|
$
|
756,301
|
|
|
$
|
1,192,080
|
|
|
$
|
(59,704
|
)
|
|
$
|
1,888,677
|
|
|
$
|
568,293
|
|
|
$
|
2,456,970
|
|
|
Three Months Ended March 31, 2019
|
||
|
(Thousands of Dollars)
|
||
Revenues
|
$
|
138,643
|
|
Costs and expenses:
|
|
||
Cost of revenues
|
116,602
|
|
|
Impairment losses
|
328,440
|
|
|
General and administrative expenses (excluding depreciation and amortization expense)
|
305
|
|
|
Total costs and expenses
|
445,347
|
|
|
Operating loss
|
(306,704
|
)
|
|
Interest income, net
|
23
|
|
|
Other expense, net
|
(4
|
)
|
|
Loss from discontinued operations before income tax expense
|
(306,685
|
)
|
|
Income tax expense
|
101
|
|
|
Loss from discontinued operations, net of tax
|
$
|
(306,786
|
)
|
|
Three Months Ended March 31, 2019
|
||
|
(Thousands of Dollars)
|
||
Capital expenditures
|
$
|
(8,935
|
)
|
|
|
||
Significant noncash operating activities:
|
|
||
Depreciation and amortization expense
|
$
|
7,469
|
|
Asset impairment loss
|
$
|
297,317
|
|
Goodwill impairment loss
|
$
|
31,123
|
|
|
2020
|
|
2019
|
||||||||||||
|
Contract Assets
|
|
Contract Liabilities
|
|
Contract Assets
|
|
Contract Liabilities
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
Balances as of January 1:
|
|
|
|
|
|
|
|
||||||||
Current portion
|
$
|
2,140
|
|
|
$
|
(21,083
|
)
|
|
$
|
2,066
|
|
|
$
|
(21,579
|
)
|
Noncurrent portion
|
1,003
|
|
|
(40,289
|
)
|
|
539
|
|
|
(38,945
|
)
|
||||
Held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,357
|
)
|
||||
Total
|
3,143
|
|
|
(61,372
|
)
|
|
2,605
|
|
|
(85,881
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Activity:
|
|
|
|
|
|
|
|
||||||||
Additions
|
1,357
|
|
|
(11,883
|
)
|
|
941
|
|
|
(11,094
|
)
|
||||
Transfer to accounts receivable
|
(1,289
|
)
|
|
—
|
|
|
(1,272
|
)
|
|
—
|
|
||||
Transfer to revenues, including amounts
reported in discontinued operations
|
—
|
|
|
10,765
|
|
|
—
|
|
|
34,714
|
|
||||
Total
|
68
|
|
|
(1,118
|
)
|
|
(331
|
)
|
|
23,620
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Balances as of March 31:
|
|
|
|
|
|
|
|
||||||||
Current portion
|
1,812
|
|
|
(20,421
|
)
|
|
1,381
|
|
|
(21,798
|
)
|
||||
Noncurrent portion
|
1,399
|
|
|
(42,069
|
)
|
|
893
|
|
|
(40,463
|
)
|
||||
Total
|
$
|
3,211
|
|
|
$
|
(62,490
|
)
|
|
$
|
2,274
|
|
|
$
|
(62,261
|
)
|
2020 (remaining)
|
|
$
|
407,852
|
|
2021
|
|
410,418
|
|
|
2022
|
|
332,087
|
|
|
2023
|
|
251,772
|
|
|
2024
|
|
185,094
|
|
|
Thereafter
|
|
274,160
|
|
|
Total
|
|
$
|
1,861,383
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
|
(Thousands of Dollars)
|
||||||
Pipeline segment:
|
|
|
|
||||
Crude oil pipelines
|
$
|
91,722
|
|
|
$
|
68,478
|
|
Refined products and ammonia pipelines (excluding lessor revenues)
|
103,134
|
|
|
85,106
|
|
||
Total pipeline segment revenues from contracts with customers
|
194,856
|
|
|
153,584
|
|
||
Lessor revenues
|
825
|
|
|
2,667
|
|
||
Total pipeline segment revenues
|
195,681
|
|
|
156,251
|
|
||
|
|
|
|
||||
Storage segment:
|
|
|
|
||||
Throughput terminals
|
38,723
|
|
|
21,686
|
|
||
Storage terminals (excluding lessor revenues)
|
74,166
|
|
|
71,621
|
|
||
Total storage segment revenues from contracts with customers
|
112,889
|
|
|
93,307
|
|
||
Lessor revenues
|
10,328
|
|
|
10,193
|
|
||
Total storage segment revenues
|
123,217
|
|
|
103,500
|
|
||
|
|
|
|
||||
Fuels marketing segment:
|
|
|
|
||||
Revenues from contracts with customers
|
73,902
|
|
|
88,079
|
|
||
|
|
|
|
||||
Consolidation and intersegment eliminations
|
(9
|
)
|
|
(4
|
)
|
||
|
|
|
|
||||
Total revenues
|
$
|
392,791
|
|
|
$
|
347,826
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
|
(Thousands of Dollars)
|
||||||
Loss recognized in other comprehensive income (loss) on derivative
|
$
|
(29,830
|
)
|
|
$
|
(6,808
|
)
|
Loss reclassified from AOCI into interest expense, net
|
$
|
(647
|
)
|
|
$
|
(1,078
|
)
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
|
(Thousands of Dollars)
|
||||||
Fair value
|
$
|
2,688,613
|
|
|
$
|
3,442,001
|
|
Carrying amount
|
$
|
3,319,248
|
|
|
$
|
3,331,839
|
|
Units
|
|
Fixed Distribution Rate Per Unit Per Quarter
|
|
Fixed Distribution
Per Quarter
|
|
Date at Which Distribution
Rate Becomes Floating
|
||||
|
|
|
|
(Thousands of Dollars)
|
|
|
||||
Series A Preferred Units
|
|
$
|
0.53125
|
|
|
$
|
4,813
|
|
|
December 15, 2021
|
Series B Preferred Units
|
|
$
|
0.47657
|
|
|
$
|
7,339
|
|
|
June 15, 2022
|
Series C Preferred Units
|
|
$
|
0.56250
|
|
|
$
|
3,881
|
|
|
December 15, 2022
|
Quarter Ended
|
|
Cash
Distributions
Per Unit
|
|
Total Cash
Distributions
|
|
Record Date
|
|
Payment Date
|
||||
|
|
|
|
(Thousands of Dollars)
|
|
|
|
|
||||
March 31, 2020
|
|
$
|
0.40
|
|
|
$
|
43,730
|
|
|
May 11, 2020
|
|
May 15, 2020
|
December 31, 2019
|
|
$
|
0.60
|
|
|
$
|
65,128
|
|
|
February 10, 2020
|
|
February 14, 2020
|
|
Foreign
Currency
Translation
|
|
Cash Flow
Hedges
|
|
Pension and
Other
Postretirement
Benefits
|
|
Total
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
Balance as of January 1, 2020
|
$
|
(43,772
|
)
|
|
$
|
(16,124
|
)
|
|
$
|
(8,000
|
)
|
|
$
|
(67,896
|
)
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
||||||||
Other comprehensive loss before reclassification adjustments
|
(6,828
|
)
|
|
(29,830
|
)
|
|
—
|
|
|
(36,658
|
)
|
||||
Net gain on pension costs reclassified into other income, net
|
—
|
|
|
—
|
|
|
(305
|
)
|
|
(305
|
)
|
||||
Net loss on cash flow hedges reclassified into interest
expense, net
|
—
|
|
|
647
|
|
|
—
|
|
|
647
|
|
||||
Other
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||
Other comprehensive loss
|
(6,828
|
)
|
|
(29,183
|
)
|
|
(302
|
)
|
|
(36,313
|
)
|
||||
Balance as of March 31, 2020
|
$
|
(50,600
|
)
|
|
$
|
(45,307
|
)
|
|
$
|
(8,302
|
)
|
|
$
|
(104,209
|
)
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
|
(Thousands of Dollars, Except Unit and Per Unit Data)
|
||||||
Net loss
|
$
|
(147,641
|
)
|
|
$
|
(277,863
|
)
|
Distributions to preferred limited partners
|
(30,423
|
)
|
|
(30,423
|
)
|
||
Distributions to common limited partners
|
(43,730
|
)
|
|
(64,690
|
)
|
||
Distribution equivalent rights to restricted units
|
(506
|
)
|
|
(643
|
)
|
||
Distributions in excess of loss
|
$
|
(222,300
|
)
|
|
$
|
(373,619
|
)
|
|
|
|
|
||||
Distributions to common limited partners
|
$
|
43,730
|
|
|
$
|
64,690
|
|
Allocation of distributions in excess of loss
|
(222,300
|
)
|
|
(373,619
|
)
|
||
Series D Preferred Unit accretion
|
(4,902
|
)
|
|
(4,302
|
)
|
||
Net loss attributable to common units
|
$
|
(183,472
|
)
|
|
$
|
(313,231
|
)
|
|
|
|
|
||||
Basic weighted-average common units outstanding
|
108,897,400
|
|
|
107,531,619
|
|
||
|
|
|
|
||||
Basic net loss per common unit
|
$
|
(1.68
|
)
|
|
$
|
(2.91
|
)
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
|
(Thousands of Dollars)
|
||||||
Decrease (increase) in current assets:
|
|
|
|
||||
Accounts receivable
|
$
|
7,778
|
|
|
$
|
(15,028
|
)
|
Inventories
|
1,648
|
|
|
(2,302
|
)
|
||
Other current assets
|
7,007
|
|
|
4,191
|
|
||
Increase (decrease) in current liabilities:
|
|
|
|
||||
Accounts payable
|
(18,082
|
)
|
|
17,851
|
|
||
Accrued interest payable
|
2,680
|
|
|
(4,948
|
)
|
||
Accrued liabilities
|
(6,804
|
)
|
|
(30,908
|
)
|
||
Taxes other than income tax
|
(5,137
|
)
|
|
(2,954
|
)
|
||
Income tax payable
|
1,125
|
|
|
695
|
|
||
Changes in current assets and current liabilities
|
$
|
(9,785
|
)
|
|
$
|
(33,403
|
)
|
•
|
the change in the amount accrued for capital expenditures;
|
•
|
the effect of foreign currency translation;
|
•
|
changes in the fair values of our interest rate swap agreements; and
|
•
|
the recognition of lease liabilities upon the adoption of ASC Topic 842.
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
|
(Thousands of Dollars)
|
||||||
Cash paid for interest, net of amount capitalized
|
$
|
43,172
|
|
|
$
|
47,797
|
|
Cash paid for income taxes, net of tax refunds received
|
$
|
90
|
|
|
$
|
1,717
|
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
|
(Thousands of Dollars)
|
||||||
Cash and cash equivalents
|
$
|
17,694
|
|
|
$
|
16,192
|
|
Other long-term assets, net
|
8,798
|
|
|
8,788
|
|
||
Cash, cash equivalents and restricted cash
|
$
|
26,492
|
|
|
$
|
24,980
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
|
(Thousands of Dollars)
|
||||||
Revenues:
|
|
|
|
||||
Pipeline
|
$
|
195,681
|
|
|
$
|
156,251
|
|
Storage
|
123,217
|
|
|
103,500
|
|
||
Fuels marketing
|
73,902
|
|
|
88,079
|
|
||
Consolidation and intersegment eliminations
|
(9
|
)
|
|
(4
|
)
|
||
Total revenues
|
$
|
392,791
|
|
|
$
|
347,826
|
|
|
|
|
|
||||
Operating (loss) income:
|
|
|
|
||||
Pipeline
|
$
|
(122,924
|
)
|
|
$
|
67,304
|
|
Storage
|
48,579
|
|
|
32,218
|
|
||
Fuels marketing
|
6,443
|
|
|
1,925
|
|
||
Consolidation and intersegment eliminations
|
—
|
|
|
(32
|
)
|
||
Total segment operating (loss) income
|
(67,902
|
)
|
|
101,415
|
|
||
General and administrative expenses
|
22,971
|
|
|
25,691
|
|
||
Other depreciation and amortization expense
|
2,186
|
|
|
2,119
|
|
||
Total operating (loss) income
|
$
|
(93,059
|
)
|
|
$
|
73,605
|
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
|
(Thousands of Dollars)
|
||||||
Pipeline
|
$
|
3,655,177
|
|
|
$
|
3,884,819
|
|
Storage
|
2,044,386
|
|
|
2,082,832
|
|
||
Fuels marketing
|
31,263
|
|
|
31,064
|
|
||
Total segment assets
|
5,730,826
|
|
|
5,998,715
|
|
||
Other partnership assets
|
146,994
|
|
|
187,277
|
|
||
Total consolidated assets
|
$
|
5,877,820
|
|
|
$
|
6,185,992
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
251
|
|
|
$
|
1,666
|
|
|
$
|
—
|
|
|
$
|
15,777
|
|
|
$
|
—
|
|
|
$
|
17,694
|
|
Receivables, net
|
—
|
|
|
29
|
|
|
—
|
|
|
149,142
|
|
|
(4,504
|
)
|
|
144,667
|
|
||||||
Inventories
|
—
|
|
|
2,033
|
|
|
4,919
|
|
|
3,768
|
|
|
—
|
|
|
10,720
|
|
||||||
Prepaid and other current assets
|
216
|
|
|
10,331
|
|
|
634
|
|
|
3,594
|
|
|
—
|
|
|
14,775
|
|
||||||
Intercompany receivable
|
—
|
|
|
1,284,697
|
|
|
—
|
|
|
374,851
|
|
|
(1,659,548
|
)
|
|
—
|
|
||||||
Total current assets
|
467
|
|
|
1,298,756
|
|
|
5,553
|
|
|
547,132
|
|
|
(1,664,052
|
)
|
|
187,856
|
|
||||||
Property, plant and equipment, net
|
—
|
|
|
2,045,134
|
|
|
605,311
|
|
|
1,455,196
|
|
|
—
|
|
|
4,105,641
|
|
||||||
Intangible assets, net
|
—
|
|
|
37,327
|
|
|
—
|
|
|
631,449
|
|
|
—
|
|
|
668,776
|
|
||||||
Goodwill
|
—
|
|
|
50,453
|
|
|
170,652
|
|
|
559,748
|
|
|
—
|
|
|
780,853
|
|
||||||
Investment in wholly owned
subsidiaries
|
2,628,960
|
|
|
1,624,851
|
|
|
942,556
|
|
|
484,606
|
|
|
(5,680,973
|
)
|
|
—
|
|
||||||
Other long-term assets, net
|
103
|
|
|
70,845
|
|
|
32,329
|
|
|
31,417
|
|
|
—
|
|
|
134,694
|
|
||||||
Total assets
|
$
|
2,629,530
|
|
|
$
|
5,127,366
|
|
|
$
|
1,756,401
|
|
|
$
|
3,709,548
|
|
|
$
|
(7,345,025
|
)
|
|
$
|
5,877,820
|
|
Liabilities, Mezzanine Equity and Partners’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable
|
$
|
5,817
|
|
|
$
|
22,459
|
|
|
$
|
6,300
|
|
|
$
|
39,456
|
|
|
$
|
—
|
|
|
$
|
74,032
|
|
Short-term debt and current portion of finance leases
|
—
|
|
|
14,366
|
|
|
426
|
|
|
77
|
|
|
—
|
|
|
14,869
|
|
||||||
Accrued interest payable
|
—
|
|
|
40,569
|
|
|
6
|
|
|
30
|
|
|
—
|
|
|
40,605
|
|
||||||
Accrued liabilities
|
1,054
|
|
|
71,282
|
|
|
8,266
|
|
|
23,575
|
|
|
—
|
|
|
104,177
|
|
||||||
Taxes other than income tax
|
—
|
|
|
4,531
|
|
|
6,337
|
|
|
2,365
|
|
|
(4,504
|
)
|
|
8,729
|
|
||||||
Income tax payable
|
—
|
|
|
621
|
|
|
2
|
|
|
4,827
|
|
|
—
|
|
|
5,450
|
|
||||||
Intercompany payable
|
423,799
|
|
|
—
|
|
|
1,235,749
|
|
|
—
|
|
|
(1,659,548
|
)
|
|
—
|
|
||||||
Total current liabilities
|
430,670
|
|
|
153,828
|
|
|
1,257,086
|
|
|
70,330
|
|
|
(1,664,052
|
)
|
|
247,862
|
|
||||||
Long-term debt, less current portion
|
—
|
|
|
3,305,258
|
|
|
1,688
|
|
|
67,801
|
|
|
—
|
|
|
3,374,747
|
|
||||||
Deferred income tax liability
|
—
|
|
|
1,499
|
|
|
10
|
|
|
9,164
|
|
|
—
|
|
|
10,673
|
|
||||||
Other long-term liabilities
|
—
|
|
|
63,851
|
|
|
13,128
|
|
|
72,908
|
|
|
—
|
|
|
149,887
|
|
||||||
Series D preferred units
|
586,837
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
586,837
|
|
||||||
Total partners’ equity
|
1,612,023
|
|
|
1,602,930
|
|
|
484,489
|
|
|
3,489,345
|
|
|
(5,680,973
|
)
|
|
1,507,814
|
|
||||||
Total liabilities, mezzanine equity and partners’ equity
|
$
|
2,629,530
|
|
|
$
|
5,127,366
|
|
|
$
|
1,756,401
|
|
|
$
|
3,709,548
|
|
|
$
|
(7,345,025
|
)
|
|
$
|
5,877,820
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
176
|
|
|
$
|
24
|
|
|
$
|
—
|
|
|
$
|
15,992
|
|
|
$
|
—
|
|
|
$
|
16,192
|
|
Receivables, net
|
—
|
|
|
317
|
|
|
4
|
|
|
152,209
|
|
|
—
|
|
|
152,530
|
|
||||||
Inventories
|
—
|
|
|
1,953
|
|
|
4,821
|
|
|
5,619
|
|
|
—
|
|
|
12,393
|
|
||||||
Prepaid and other current assets
|
61
|
|
|
16,325
|
|
|
600
|
|
|
4,947
|
|
|
—
|
|
|
21,933
|
|
||||||
Intercompany receivable
|
—
|
|
|
1,276,839
|
|
|
—
|
|
|
610,298
|
|
|
(1,887,137
|
)
|
|
—
|
|
||||||
Total current assets
|
237
|
|
|
1,295,458
|
|
|
5,425
|
|
|
789,065
|
|
|
(1,887,137
|
)
|
|
203,048
|
|
||||||
Property, plant and equipment, net
|
—
|
|
|
2,058,530
|
|
|
612,128
|
|
|
1,448,321
|
|
|
—
|
|
|
4,118,979
|
|
||||||
Intangible assets, net
|
—
|
|
|
39,683
|
|
|
—
|
|
|
641,949
|
|
|
—
|
|
|
681,632
|
|
||||||
Goodwill
|
—
|
|
|
149,453
|
|
|
170,652
|
|
|
685,748
|
|
|
—
|
|
|
1,005,853
|
|
||||||
Investment in wholly owned
subsidiaries
|
2,871,540
|
|
|
1,743,066
|
|
|
1,155,855
|
|
|
490,826
|
|
|
(6,261,287
|
)
|
|
—
|
|
||||||
Other long-term assets, net
|
98
|
|
|
111,362
|
|
|
32,121
|
|
|
32,899
|
|
|
—
|
|
|
176,480
|
|
||||||
Total assets
|
$
|
2,871,875
|
|
|
$
|
5,397,552
|
|
|
$
|
1,976,181
|
|
|
$
|
4,088,808
|
|
|
$
|
(8,148,424
|
)
|
|
$
|
6,185,992
|
|
Liabilities, Mezzanine Equity and Partners’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable
|
$
|
5,427
|
|
|
$
|
42,064
|
|
|
$
|
8,379
|
|
|
$
|
53,964
|
|
|
$
|
—
|
|
|
$
|
109,834
|
|
Short-term debt and current portion of finance leases
|
—
|
|
|
9,722
|
|
|
299
|
|
|
25
|
|
|
—
|
|
|
10,046
|
|
||||||
Current portion of long-term debt
|
—
|
|
|
452,367
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
452,367
|
|
||||||
Accrued interest payable
|
—
|
|
|
37,888
|
|
|
4
|
|
|
33
|
|
|
—
|
|
|
37,925
|
|
||||||
Accrued liabilities
|
1,425
|
|
|
40,514
|
|
|
8,461
|
|
|
53,885
|
|
|
—
|
|
|
104,285
|
|
||||||
Taxes other than income tax
|
125
|
|
|
7,311
|
|
|
5,160
|
|
|
185
|
|
|
—
|
|
|
12,781
|
|
||||||
Income tax payable
|
—
|
|
|
492
|
|
|
2
|
|
|
3,831
|
|
|
—
|
|
|
4,325
|
|
||||||
Intercompany payable
|
438,857
|
|
|
—
|
|
|
1,448,280
|
|
|
—
|
|
|
(1,887,137
|
)
|
|
—
|
|
||||||
Total current liabilities
|
445,834
|
|
|
590,358
|
|
|
1,470,585
|
|
|
111,923
|
|
|
(1,887,137
|
)
|
|
731,563
|
|
||||||
Long-term debt, less current portion
|
—
|
|
|
2,871,786
|
|
|
1,127
|
|
|
62,005
|
|
|
—
|
|
|
2,934,918
|
|
||||||
Deferred income tax liability
|
—
|
|
|
1,499
|
|
|
10
|
|
|
10,918
|
|
|
—
|
|
|
12,427
|
|
||||||
Other long-term liabilities
|
—
|
|
|
65,577
|
|
|
13,774
|
|
|
69,588
|
|
|
—
|
|
|
148,939
|
|
||||||
Series D preferred units
|
581,935
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
581,935
|
|
||||||
Total partners’ equity
|
1,844,106
|
|
|
1,868,332
|
|
|
490,685
|
|
|
3,834,374
|
|
|
(6,261,287
|
)
|
|
1,776,210
|
|
||||||
Total liabilities, mezzanine equity and partners’ equity
|
$
|
2,871,875
|
|
|
$
|
5,397,552
|
|
|
$
|
1,976,181
|
|
|
$
|
4,088,808
|
|
|
$
|
(8,148,424
|
)
|
|
$
|
6,185,992
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
161,302
|
|
|
$
|
62,664
|
|
|
$
|
168,961
|
|
|
$
|
(136
|
)
|
|
$
|
392,791
|
|
Costs and expenses
|
728
|
|
|
184,171
|
|
|
37,779
|
|
|
263,308
|
|
|
(136
|
)
|
|
485,850
|
|
||||||
Operating (loss) income
|
(728
|
)
|
|
(22,869
|
)
|
|
24,885
|
|
|
(94,347
|
)
|
|
—
|
|
|
(93,059
|
)
|
||||||
Equity in (loss) earnings of subsidiaries
|
(146,988
|
)
|
|
(118,215
|
)
|
|
16,787
|
|
|
41,579
|
|
|
206,837
|
|
|
—
|
|
||||||
Interest income (expense), net
|
75
|
|
|
(48,070
|
)
|
|
(319
|
)
|
|
820
|
|
|
—
|
|
|
(47,494
|
)
|
||||||
Other income (expense), net
|
—
|
|
|
859
|
|
|
247
|
|
|
(7,595
|
)
|
|
—
|
|
|
(6,489
|
)
|
||||||
(Loss) income before income
tax expense
|
(147,641
|
)
|
|
(188,295
|
)
|
|
41,600
|
|
|
(59,543
|
)
|
|
206,837
|
|
|
(147,042
|
)
|
||||||
Income tax expense
|
—
|
|
|
129
|
|
|
—
|
|
|
470
|
|
|
—
|
|
|
599
|
|
||||||
Net (loss) income
|
$
|
(147,641
|
)
|
|
$
|
(188,424
|
)
|
|
$
|
41,600
|
|
|
$
|
(60,013
|
)
|
|
$
|
206,837
|
|
|
$
|
(147,641
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive (loss) income
|
$
|
(147,641
|
)
|
|
$
|
(217,607
|
)
|
|
$
|
41,600
|
|
|
$
|
(67,143
|
)
|
|
$
|
206,837
|
|
|
$
|
(183,954
|
)
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
117,555
|
|
|
$
|
58,353
|
|
|
$
|
172,105
|
|
|
$
|
(187
|
)
|
|
$
|
347,826
|
|
Costs and expenses
|
676
|
|
|
77,411
|
|
|
36,050
|
|
|
160,271
|
|
|
(187
|
)
|
|
274,221
|
|
||||||
Operating (loss) income
|
(676
|
)
|
|
40,144
|
|
|
22,303
|
|
|
11,834
|
|
|
—
|
|
|
73,605
|
|
||||||
Equity in earnings of subsidiaries
|
29,491
|
|
|
1,339
|
|
|
12,738
|
|
|
33,285
|
|
|
(76,853
|
)
|
|
—
|
|
||||||
Interest income (expense), net
|
108
|
|
|
(45,456
|
)
|
|
(1,933
|
)
|
|
2,990
|
|
|
—
|
|
|
(44,291
|
)
|
||||||
Other income (expense), net
|
—
|
|
|
754
|
|
|
177
|
|
|
(140
|
)
|
|
—
|
|
|
791
|
|
||||||
Income (loss) from continuing operations before income
tax expense
|
28,923
|
|
|
(3,219
|
)
|
|
33,285
|
|
|
47,969
|
|
|
(76,853
|
)
|
|
30,105
|
|
||||||
Income tax expense
|
—
|
|
|
117
|
|
|
—
|
|
|
1,065
|
|
|
—
|
|
|
1,182
|
|
||||||
Income (loss) from continuing operations
|
28,923
|
|
|
(3,336
|
)
|
|
33,285
|
|
|
46,904
|
|
|
(76,853
|
)
|
|
28,923
|
|
||||||
Loss from discontinued
operations, net of tax (a) |
(306,786
|
)
|
|
—
|
|
|
(306,786
|
)
|
|
(613,572
|
)
|
|
920,358
|
|
|
(306,786
|
)
|
||||||
Net loss
|
$
|
(277,863
|
)
|
|
$
|
(3,336
|
)
|
|
$
|
(273,501
|
)
|
|
$
|
(566,668
|
)
|
|
$
|
843,505
|
|
|
$
|
(277,863
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive loss
|
$
|
(277,863
|
)
|
|
$
|
(9,066
|
)
|
|
$
|
(273,501
|
)
|
|
$
|
(565,764
|
)
|
|
$
|
843,505
|
|
|
$
|
(282,689
|
)
|
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net cash provided by operating
activities
|
$
|
94,676
|
|
|
$
|
64,365
|
|
|
$
|
265,236
|
|
|
$
|
100,630
|
|
|
$
|
(373,479
|
)
|
|
$
|
151,428
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
—
|
|
|
(14,674
|
)
|
|
(1,506
|
)
|
|
(40,103
|
)
|
|
—
|
|
|
(56,283
|
)
|
||||||
Change in accounts payable related to capital expenditures
|
—
|
|
|
(12,807
|
)
|
|
(3,390
|
)
|
|
491
|
|
|
—
|
|
|
(15,706
|
)
|
||||||
Proceeds from sale or disposition
of assets
|
—
|
|
|
299
|
|
|
48
|
|
|
218
|
|
|
—
|
|
|
565
|
|
||||||
Net cash used in investing activities
|
—
|
|
|
(27,182
|
)
|
|
(4,848
|
)
|
|
(39,394
|
)
|
|
—
|
|
|
(71,424
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt borrowings
|
—
|
|
|
178,000
|
|
|
—
|
|
|
9,200
|
|
|
—
|
|
|
187,200
|
|
||||||
Debt repayments
|
—
|
|
|
(148,515
|
)
|
|
—
|
|
|
(3,600
|
)
|
|
—
|
|
|
(152,115
|
)
|
||||||
Distributions to preferred unitholders
|
(30,423
|
)
|
|
(15,212
|
)
|
|
(15,212
|
)
|
|
(15,212
|
)
|
|
45,636
|
|
|
(30,423
|
)
|
||||||
Distributions to common unitholders
|
(65,169
|
)
|
|
(32,584
|
)
|
|
(32,584
|
)
|
|
(32,589
|
)
|
|
97,757
|
|
|
(65,169
|
)
|
||||||
Distributions to affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
(230,086
|
)
|
|
230,086
|
|
|
—
|
|
||||||
Net intercompany activity
|
10,469
|
|
|
(10,246
|
)
|
|
(212,484
|
)
|
|
212,261
|
|
|
—
|
|
|
—
|
|
||||||
Payment of tax withholding for unit-based compensation
|
(8,820
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,820
|
)
|
||||||
Other, net
|
(658
|
)
|
|
(6,974
|
)
|
|
(108
|
)
|
|
(22
|
)
|
|
—
|
|
|
(7,762
|
)
|
||||||
Net cash used in financing activities
|
(94,601
|
)
|
|
(35,531
|
)
|
|
(260,388
|
)
|
|
(60,048
|
)
|
|
373,479
|
|
|
(77,089
|
)
|
||||||
Effect of foreign exchange rate changes on cash
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,403
|
)
|
|
—
|
|
|
(1,403
|
)
|
||||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
75
|
|
|
1,652
|
|
|
—
|
|
|
(215
|
)
|
|
—
|
|
|
1,512
|
|
||||||
Cash, cash equivalents, and restricted cash as of the beginning of the period
|
176
|
|
|
8,812
|
|
|
—
|
|
|
15,992
|
|
|
—
|
|
|
24,980
|
|
||||||
Cash, cash equivalents and restricted cash as of the end of the period
|
$
|
251
|
|
|
$
|
10,464
|
|
|
$
|
—
|
|
|
$
|
15,777
|
|
|
$
|
—
|
|
|
$
|
26,492
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net cash provided by operating
activities
|
$
|
93,209
|
|
|
$
|
26,732
|
|
|
$
|
11,953
|
|
|
$
|
113,864
|
|
|
$
|
(142,190
|
)
|
|
$
|
103,568
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
—
|
|
|
(87,696
|
)
|
|
(2,253
|
)
|
|
(69,480
|
)
|
|
—
|
|
|
(159,429
|
)
|
||||||
Change in accounts payable related to capital expenditures
|
—
|
|
|
14,894
|
|
|
15,532
|
|
|
(11,025
|
)
|
|
—
|
|
|
19,401
|
|
||||||
Proceeds from sale or disposition
of assets
|
—
|
|
|
46
|
|
|
1
|
|
|
32
|
|
|
—
|
|
|
79
|
|
||||||
Net cash (used in) provided by investing activities
|
—
|
|
|
(72,756
|
)
|
|
13,280
|
|
|
(80,473
|
)
|
|
—
|
|
|
(139,949
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt borrowings
|
—
|
|
|
306,500
|
|
|
—
|
|
|
5,000
|
|
|
—
|
|
|
311,500
|
|
||||||
Debt repayments
|
—
|
|
|
(143,500
|
)
|
|
—
|
|
|
(14,600
|
)
|
|
—
|
|
|
(158,100
|
)
|
||||||
Distributions to preferred unitholders
|
(30,423
|
)
|
|
(15,212
|
)
|
|
(15,212
|
)
|
|
(15,211
|
)
|
|
45,635
|
|
|
(30,423
|
)
|
||||||
Distributions to common unitholders
|
(64,367
|
)
|
|
(32,183
|
)
|
|
(32,183
|
)
|
|
(32,189
|
)
|
|
96,555
|
|
|
(64,367
|
)
|
||||||
Net intercompany activity
|
8,948
|
|
|
(55,453
|
)
|
|
22,164
|
|
|
24,341
|
|
|
—
|
|
|
—
|
|
||||||
Payment of tax withholding for unit-based compensation
|
(6,366
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,366
|
)
|
||||||
Other, net
|
(893
|
)
|
|
(4,227
|
)
|
|
(2
|
)
|
|
(5
|
)
|
|
—
|
|
|
(5,127
|
)
|
||||||
Net cash (used in) provided by financing activities
|
(93,101
|
)
|
|
55,925
|
|
|
(25,233
|
)
|
|
(32,664
|
)
|
|
142,190
|
|
|
47,117
|
|
||||||
Effect of foreign exchange rate
changes on cash
|
—
|
|
|
—
|
|
|
—
|
|
|
154
|
|
|
—
|
|
|
154
|
|
||||||
Net increase in cash, cash equivalents and restricted cash
|
108
|
|
|
9,901
|
|
|
—
|
|
|
881
|
|
|
—
|
|
|
10,890
|
|
||||||
Cash, cash equivalents and restricted cash as of the beginning of
the period
|
1,255
|
|
|
51
|
|
|
—
|
|
|
12,338
|
|
|
—
|
|
|
13,644
|
|
||||||
Cash, cash equivalents and restricted cash as of the end of the period
|
$
|
1,363
|
|
|
$
|
9,952
|
|
|
$
|
—
|
|
|
$
|
13,219
|
|
|
$
|
—
|
|
|
$
|
24,534
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
Overview, including Trends and Outlook
|
•
|
Results of Operations
|
•
|
Liquidity and Capital Resources
|
•
|
Critical Accounting Policies
|
•
|
New Accounting Pronouncements
|
•
|
industry factors, such as changes in the prices of petroleum products that affect demand and the operations of our competitors;
|
•
|
economic factors and price volatility;
|
•
|
factors that impact the operations served by our pipeline and storage assets, such as utilization rates and maintenance turnaround schedules of our refining company customers and drilling activity by our crude oil production customers;
|
•
|
company-specific factors, such as facility integrity issues, maintenance requirements and outages that impact the throughput rates of our assets; and
|
•
|
seasonal factors that affect the demand for products transported by and/or stored in our assets and the demand for products we sell.
|
|
Three Months Ended March 31,
|
|
Change
|
||||||||
|
2020
|
|
2019
|
|
|||||||
Statement of Income Data:
|
|
|
|
|
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Service revenues
|
$
|
316,746
|
|
|
$
|
259,027
|
|
|
$
|
57,719
|
|
Product sales
|
76,045
|
|
|
88,799
|
|
|
(12,754
|
)
|
|||
Total revenues
|
392,791
|
|
|
347,826
|
|
|
44,965
|
|
|||
|
|
|
|
|
|
||||||
Costs and expenses:
|
|
|
|
|
|
||||||
Costs associated with service revenues
|
168,243
|
|
|
160,229
|
|
|
8,014
|
|
|||
Cost of product sales
|
67,450
|
|
|
86,182
|
|
|
(18,732
|
)
|
|||
Goodwill impairment loss
|
225,000
|
|
|
—
|
|
|
225,000
|
|
|||
General and administrative expenses
|
22,971
|
|
|
25,691
|
|
|
(2,720
|
)
|
|||
Other depreciation and amortization expense
|
2,186
|
|
|
2,119
|
|
|
67
|
|
|||
Total costs and expenses
|
485,850
|
|
|
274,221
|
|
|
211,629
|
|
|||
|
|
|
|
|
|
||||||
Operating (loss) income
|
(93,059
|
)
|
|
73,605
|
|
|
(166,664
|
)
|
|||
Interest expense, net
|
(47,494
|
)
|
|
(44,291
|
)
|
|
(3,203
|
)
|
|||
Other (expense) income, net
|
(6,489
|
)
|
|
791
|
|
|
(7,280
|
)
|
|||
(Loss) income from continuing operations before income tax expense
|
(147,042
|
)
|
|
30,105
|
|
|
(177,147
|
)
|
|||
Income tax expense
|
599
|
|
|
1,182
|
|
|
(583
|
)
|
|||
(Loss) income from continuing operations
|
(147,641
|
)
|
|
28,923
|
|
|
(176,564
|
)
|
|||
Loss from discontinued operations, net of tax
|
—
|
|
|
(306,786
|
)
|
|
306,786
|
|
|||
Net loss
|
$
|
(147,641
|
)
|
|
$
|
(277,863
|
)
|
|
$
|
130,222
|
|
Basic and diluted net loss per common unit:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(1.68
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
(1.62
|
)
|
Discontinued operations
|
—
|
|
|
(2.85
|
)
|
|
2.85
|
|
|||
Total
|
$
|
(1.68
|
)
|
|
$
|
(2.91
|
)
|
|
$
|
1.23
|
|
|
Three Months Ended March 31,
|
|
Change
|
||||||||
|
2020
|
|
2019
|
|
|||||||
Pipeline:
|
|
|
|
|
|
||||||
Crude oil pipelines throughput (barrels/day)
|
1,532,046
|
|
|
1,018,608
|
|
|
513,438
|
|
|||
Refined products and ammonia pipelines throughput (barrels/day)
|
594,432
|
|
|
503,485
|
|
|
90,947
|
|
|||
Total throughput (barrels/day)
|
2,126,478
|
|
|
1,522,093
|
|
|
604,385
|
|
|||
Throughput and other revenues
|
$
|
195,681
|
|
|
$
|
156,251
|
|
|
$
|
39,430
|
|
Operating expenses
|
50,246
|
|
|
48,098
|
|
|
2,148
|
|
|||
Depreciation and amortization expense
|
43,359
|
|
|
40,849
|
|
|
2,510
|
|
|||
Goodwill impairment loss
|
225,000
|
|
|
—
|
|
|
225,000
|
|
|||
Segment operating (loss) income
|
$
|
(122,924
|
)
|
|
$
|
67,304
|
|
|
$
|
(190,228
|
)
|
Storage:
|
|
|
|
|
|
||||||
Throughput (barrels/day)
|
678,830
|
|
|
364,854
|
|
|
313,976
|
|
|||
Throughput terminal revenues
|
$
|
38,723
|
|
|
$
|
21,686
|
|
|
$
|
17,037
|
|
Storage terminal revenues
|
84,494
|
|
|
81,814
|
|
|
2,680
|
|
|||
Total revenues
|
123,217
|
|
|
103,500
|
|
|
19,717
|
|
|||
Operating expenses
|
49,936
|
|
|
47,313
|
|
|
2,623
|
|
|||
Depreciation and amortization expense
|
24,702
|
|
|
23,969
|
|
|
733
|
|
|||
Segment operating income
|
$
|
48,579
|
|
|
$
|
32,218
|
|
|
$
|
16,361
|
|
Fuels Marketing:
|
|
|
|
|
|
||||||
Product sales
|
$
|
73,902
|
|
|
$
|
88,079
|
|
|
$
|
(14,177
|
)
|
Cost of goods
|
66,954
|
|
|
85,501
|
|
|
(18,547
|
)
|
|||
Gross margin
|
6,948
|
|
|
2,578
|
|
|
4,370
|
|
|||
Operating expenses
|
505
|
|
|
653
|
|
|
(148
|
)
|
|||
Segment operating income
|
$
|
6,443
|
|
|
$
|
1,925
|
|
|
$
|
4,518
|
|
Consolidation and Intersegment Eliminations:
|
|
|
|
|
|
||||||
Revenues
|
$
|
(9
|
)
|
|
$
|
(4
|
)
|
|
$
|
(5
|
)
|
Cost of goods
|
(9
|
)
|
|
28
|
|
|
(37
|
)
|
|||
Total
|
$
|
—
|
|
|
$
|
(32
|
)
|
|
$
|
32
|
|
Consolidated Information:
|
|
|
|
|
|
||||||
Revenues
|
$
|
392,791
|
|
|
$
|
347,826
|
|
|
$
|
44,965
|
|
Costs associated with service revenues:
|
|
|
|
|
|
||||||
Operating expenses
|
100,182
|
|
|
95,411
|
|
|
4,771
|
|
|||
Depreciation and amortization expense
|
68,061
|
|
|
64,818
|
|
|
3,243
|
|
|||
Total costs associated with service revenues
|
168,243
|
|
|
160,229
|
|
|
8,014
|
|
|||
Cost of product sales
|
67,450
|
|
|
86,182
|
|
|
(18,732
|
)
|
|||
Goodwill impairment loss
|
225,000
|
|
|
—
|
|
|
225,000
|
|
|||
Segment operating (loss) income
|
(67,902
|
)
|
|
101,415
|
|
|
(169,317
|
)
|
|||
General and administrative expenses
|
22,971
|
|
|
25,691
|
|
|
(2,720
|
)
|
|||
Other depreciation and amortization expense
|
2,186
|
|
|
2,119
|
|
|
67
|
|
|||
Consolidated operating (loss) income
|
$
|
(93,059
|
)
|
|
$
|
73,605
|
|
|
$
|
(166,664
|
)
|
•
|
an increase in revenues of $12.7 million and an increase in throughputs of 97,808 barrels per day resulting from increased customer production supplying our Permian Crude System and the completion of new pipeline connections with higher tariffs and expansion projects;
|
•
|
an increase in revenues of $8.3 million and an increase in throughputs of 66,422 barrels per day due to operational issues at the refinery served by our McKee System pipelines in the first quarter of 2019;
|
•
|
an increase in revenues of $7.5 million and an increase in throughputs of 15,812 barrels per day on our Valley Pipeline System, mainly due to the completion of an expansion project in the third quarter of 2019 and a new customer contract;
|
•
|
an increase in revenues of $7.4 million and an increase in throughputs of 388,689 barrels per day on our Corpus Christi Crude Pipeline System due to completion of the 30-inch crude oil pipeline from Taft, Texas to our Corpus Christi North Beach terminal in the third quarter of 2019, a turnaround at a customer’s refinery in the first quarter of 2020 that resulted in crude oil volumes from the Eagle Ford being diverted to Corpus Christi instead of the refinery and completion of a new pipeline connection in the fourth quarter of 2019; and
|
•
|
an increase in revenues of $2.4 million and an increase in throughputs of 26,088 barrels per day on our Three Rivers System, partially due to the turnaround at a customer’s refinery mentioned above, which resulted in higher volumes of refined product shipped from Corpus Christi, Texas to supply demand in markets served by the system and the reactivation of our refined products pipeline to transport diesel to our Nuevo Laredo terminal in Mexico, which began early service in the third quarter of 2019 and full service at the end of the first quarter of 2020.
|
•
|
an increase in revenues of $4.4 million at our Gulf Coast terminals, mainly due to an increase in revenues of $2.5 million at our Texas City Terminal, primarily due to new customer contracts, rate escalations and higher reimbursable revenues, and an increase in revenues at our St. James terminal of $2.3 million, mainly due to higher unit train activity; and
|
•
|
an increase in revenues of $1.5 million at our West Coast terminals, mainly due to completed storage projects and higher throughput and handling fees.
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
|
(Thousands of Dollars)
|
||||||
Net cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
151,428
|
|
|
$
|
103,568
|
|
Investing activities
|
(71,424
|
)
|
|
(139,949
|
)
|
||
Financing activities
|
(77,089
|
)
|
|
47,117
|
|
||
Effect of foreign exchange rate changes on cash
|
(1,403
|
)
|
|
154
|
|
||
Net increase in cash, cash equivalents and restricted cash
|
$
|
1,512
|
|
|
$
|
10,890
|
|
•
|
strategic capital expenditures, such as those to expand or upgrade the operating capacity, increase efficiency or increase the earnings potential of existing assets, whether through construction or acquisition, as well as certain capital expenditures related to support functions; and
|
•
|
reliability capital expenditures, such as those required to maintain the current operating capacity of existing assets or extend their useful lives, as well as those required to maintain equipment reliability and safety.
|
|
Strategic Capital Expenditures
|
|
Reliability Capital
Expenditures
|
|
Total
|
||||||
|
(Thousands of Dollars)
|
||||||||||
For the three months ended March 31:
|
|
|
|
|
|
||||||
2020
|
$
|
52,654
|
|
|
$
|
3,629
|
|
|
$
|
56,283
|
|
2019
|
$
|
149,885
|
|
|
$
|
9,544
|
|
|
$
|
159,429
|
|
|
|
|
|
|
|
||||||
Expected for the year ended December 31, 2020
|
$ 165,000 - 195,000
|
|
|
$ 40,000 - 50,000
|
|
|
|
|
Quarter Ended
|
|
Cash
Distributions
Per Unit
|
|
Total Cash
Distributions
|
|
Record Date
|
|
Payment Date
|
||||
|
|
|
|
(Thousands of Dollars)
|
|
|
|
|
||||
March 31, 2020
|
|
$
|
0.40
|
|
|
$
|
43,730
|
|
|
May 11, 2020
|
|
May 15, 2020
|
December 31, 2019
|
|
$
|
0.60
|
|
|
$
|
65,128
|
|
|
February 10, 2020
|
|
February 14, 2020
|
Units
|
|
Fixed Distribution Rate Per Annum (as a Percentage of the $25.00 Liquidation Preference Per Unit)
|
|
Fixed Distribution Rate Per Unit Per Annum
|
|
Fixed Distribution Per Annum
|
|
Optional Redemption Date/Date at Which Distribution Rate Becomes Floating
|
|
Floating Annual Rate (as a Percentage of the
$25.00 Liquidation
Preference Per Unit)
|
||||
|
|
|
|
|
|
(Thousands of Dollars)
|
|
|
|
|
||||
Series A Preferred Units
|
|
8.50%
|
|
$
|
2.125
|
|
|
$
|
19,252
|
|
|
December 15, 2021
|
|
Three-month LIBOR plus 6.766%
|
Series B Preferred Units
|
|
7.625%
|
|
$
|
1.90625
|
|
|
$
|
29,357
|
|
|
June 15, 2022
|
|
Three-month LIBOR plus 5.643%
|
Series C Preferred Units
|
|
9.00%
|
|
$
|
2.25
|
|
|
$
|
15,525
|
|
|
December 15, 2022
|
|
Three-month LIBOR plus 6.88%
|
•
|
Revolving Credit Agreement due October 27, 2023, with $500.0 million of borrowings outstanding as of March 31, 2020;
|
•
|
4.80% senior notes due September 1, 2020 with a face value of $450.0 million; 6.75% senior notes due February 1, 2021 with a face value of $300.0 million; 4.75% senior notes due February 1, 2022 with a face value of $250.0 million; 6.0% senior notes due June 1, 2026 with a face value of $500.0 million; 5.625% senior notes due April 28, 2027 with a face value of $550.0 million; and subordinated notes due January 15, 2043 with a face value of $402.5 million and a floating interest rate, which was 8.6% as of March 31, 2020;
|
•
|
$322.1 million in GoZone Bonds due from 2038 to 2041; and
|
•
|
Receivables Financing Agreement due September 20, 2021, with $67.8 million of borrowings outstanding as of March 31, 2020.
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
March 31, 2020
|
||||||||||||||||||||||||||||||
|
Expected Maturity Dates
|
|
|
|
|
||||||||||||||||||||||||||
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
There-
after
|
|
Total
|
|
Fair
Value
|
||||||||||||||||
|
(Thousands of Dollars, Except Interest Rates)
|
||||||||||||||||||||||||||||||
Long-term Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed-rate
|
$
|
450,000
|
|
|
$
|
300,000
|
|
|
$
|
250,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,050,000
|
|
|
$
|
2,050,000
|
|
|
$
|
1,597,517
|
|
Weighted-average rate
|
4.8
|
%
|
|
6.8
|
%
|
|
4.8
|
%
|
|
—
|
|
|
—
|
|
|
5.8
|
%
|
|
5.6
|
%
|
|
—
|
|
||||||||
Variable-rate
|
$
|
—
|
|
|
$
|
67,800
|
|
|
$
|
—
|
|
|
$
|
500,000
|
|
|
$
|
—
|
|
|
$
|
724,640
|
|
|
$
|
1,292,440
|
|
|
$
|
1,091,096
|
|
Weighted-average rate
|
—
|
|
|
1.8
|
%
|
|
—
|
|
|
3.0
|
%
|
|
—
|
|
|
8.3
|
%
|
|
5.9
|
%
|
|
—
|
|
|
December 31, 2019
|
||||||||||||||||||||||||||||||
|
Expected Maturity Dates
|
|
|
|
|
||||||||||||||||||||||||||
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
There-
after
|
|
Total
|
|
Fair
Value
|
||||||||||||||||
|
(Thousands of Dollars, Except Interest Rates)
|
||||||||||||||||||||||||||||||
Long-term Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed-rate
|
$
|
450,000
|
|
|
$
|
300,000
|
|
|
$
|
250,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,050,000
|
|
|
$
|
2,050,000
|
|
|
$
|
2,123,964
|
|
Weighted-average rate
|
4.8
|
%
|
|
6.8
|
%
|
|
4.8
|
%
|
|
—
|
|
|
—
|
|
|
5.8
|
%
|
|
5.6
|
%
|
|
—
|
|
||||||||
Variable-rate
|
$
|
—
|
|
|
$
|
537,200
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
767,940
|
|
|
$
|
1,305,140
|
|
|
$
|
1,318,037
|
|
Weighted-average rate
|
—
|
|
|
3.7
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.3
|
%
|
|
4.7
|
%
|
|
—
|
|
Notional Amount
|
|
|
|
Weighted-Average Fixed Rate
|
|
Fair Value
|
|||||||||||||
March 31, 2020
|
|
December 31, 2019
|
|
Period of Hedge
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||
(Thousands of Dollars)
|
|
|
|
|
|
(Thousands of Dollars)
|
|||||||||||||
$
|
250,000
|
|
|
$
|
250,000
|
|
|
09/2020 - 09/2030
|
|
2.8
|
%
|
|
$
|
(48,999
|
)
|
|
$
|
(19,169
|
)
|
|
|
Item 4.
|
Controls and Procedures
|
(a)
|
Evaluation of disclosure controls and procedures.
|
(b)
|
Changes in internal control over financial reporting.
|
•
|
prevailing economic conditions;
|
•
|
demand for and supply of crude oil, refined products and anhydrous ammonia;
|
•
|
volumes transported in our pipelines;
|
•
|
volumes stored in our terminals and storage facilities;
|
•
|
tariff and/or contractually determined rates and fees we charge and the revenue we realize for our services;
|
•
|
domestic and foreign governmental laws, regulations, sanctions, embargoes and taxes;
|
•
|
the effect of worldwide energy conservation measures on demand for and consumption of crude oil and refined products;
|
•
|
our operating costs;
|
•
|
the costs to comply with environmental, health, safety and security laws and regulations;
|
•
|
weather conditions; and
|
•
|
the results of our marketing, trading and hedging activities, which fluctuate depending upon the relationship between refined product prices and prices of crude oil and other feedstocks.
|
•
|
our debt service requirements and restrictions on distributions contained in our current or future financing agreements;
|
•
|
our capital expenditures;
|
•
|
availability of and access to equity capital and debt markets;
|
•
|
fluctuations in our working capital needs;
|
•
|
adjustments in cash reserves made by our board of directors, in its discretion; and
|
•
|
the sources of cash used to fund our acquisitions, if any.
|
•
|
a recession or other adverse economic conditions that result in lower spending by consumers on gasoline, diesel and travel;
|
•
|
events that negatively impact global economic activity, travel and demand generally, such as has occurred in response to the COVID-19 pandemic;
|
•
|
higher fuel taxes or other governmental or regulatory actions that increase, directly or indirectly, the cost of gasoline;
|
•
|
an increase in aggregate automotive engine fuel economy;
|
•
|
new regulations or court decisions requiring the phase out or reduced use of gasoline-fueled vehicles;
|
•
|
the increased use of alternative fuel sources;
|
•
|
an increase in the market price of crude oil that increases refined product prices, which may reduce demand for refined products and drive demand for alternative products; and
|
•
|
a decrease in corn acres planted for ethanol, which may reduce demand for anhydrous ammonia.
|
•
|
prolonged periods of low prices for crude oil and refined products that result in decreased exploration and development activity and reduced production in markets served by our pipelines and storage terminals;
|
•
|
macroeconomic forces affecting, or actions taken by, oil and gas producing nations that impact supply of and prices for crude oil and refined products, such as the decline in prices resulting, in part, from disputes over production levels by OPEC+;
|
•
|
a lack of drilling services or equipment available to producers to accommodate production needs; and
|
•
|
changes in laws, regulations, sanctions or taxation that directly or indirectly delay supply or production or increase the cost of production of refined products.
|
•
|
sustained low crude oil prices;
|
•
|
a material decrease in the supply or price of crude oil;
|
•
|
a material decrease in demand for refined products in the markets served by our pipelines and terminals;
|
•
|
political, social or economic instability in the U.S. or another country that has a detrimental impact on customers based there and our ability to conduct our operations;
|
•
|
competition for customers from companies with comparable assets and capabilities;
|
•
|
scheduled turnarounds or unscheduled maintenance at refineries we serve;
|
•
|
operational problems or catastrophic events affecting our assets or customers we serve;
|
•
|
environmental or regulatory proceedings or other litigation that compel the cessation of all or a portion of the operations of our assets or those of the customers we serve;
|
•
|
increasingly stringent environmental, health, safety and security regulations;
|
•
|
a decision by our current customers to redirect refined products transported in our pipelines to markets not served by our pipelines or to transport crude oil or refined products by means other than our pipelines; or
|
•
|
a decision by our current customers to shut down, limit operations of or sell one or more of the refineries we serve to a purchaser that elects not to use our pipelines and terminals.
|
•
|
adverse economic conditions;
|
•
|
market-related increases in a project’s debt or equity financing costs;
|
•
|
severe adverse weather conditions, natural disasters or other events (such as hurricanes, equipment malfunctions, explosions, fires, spills or public health events) affecting our facilities or employees, or those of vendors and suppliers;
|
•
|
non-performance or delay by, or disputes with, counterparties, vendors, suppliers, contractors or sub-contractors involved with a project;
|
•
|
denial or delay in issuing requisite regulatory approvals and/or permits;
|
•
|
delay or increased costs to obtain right-of-way or other property rights;
|
•
|
delays or failures by third parties to complete related projects;
|
•
|
protests and other activist interference with planned or in-process projects;
|
•
|
unplanned increases in the cost of construction materials or labor;
|
•
|
disruptions in transportation of modular components and/or construction materials; or
|
•
|
shortages of sufficiently skilled labor, or labor disagreements resulting in unplanned work stoppages.
|
Item 6.
|
Exhibits
|
By:
|
|
/s/ Bradley C. Barron
|
|
|
Bradley C. Barron
|
|
|
President and Chief Executive Officer
|
|
|
May 8, 2020
|
|
|
|
By:
|
|
/s/ Thomas R. Shoaf
|
|
|
Thomas R. Shoaf
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
May 8, 2020
|
|
|
|
By:
|
|
/s/ Jorge A. del Alamo
|
|
|
Jorge A. del Alamo
|
|
|
Senior Vice President and Controller
|
|
|
May 8, 2020
|
By:
|
Riverwalk Logistics, L.P., its General Partner
|
By:
|
NuStar Pipeline Company, LLC its General Partner
|
Subsidiary
|
Jurisdiction of Formation
|
Restricted/
Unrestricted/Material
|
Ownership Percentage
|
Cooperatie NuStar Holdings U.A.
|
Netherlands
|
Restricted
|
100%
|
LegacyStar Services, LLC
|
Delaware
|
Restricted
|
100%
|
NS Security Services, LLC
|
Delaware
|
Restricted
|
100%
|
NuStar Caribe Terminals, Inc.
|
Delaware
|
Restricted
|
100%
|
NuStar Energy Services, Inc.
|
Delaware
|
Restricted
|
100%
|
NuStar Finance LLC
|
Delaware
|
Restricted
|
100%
|
NuStar GP, Inc.
|
Delaware
|
Restricted
|
100%
|
NuStar GP, LLC
|
Delaware
|
Restricted
|
100%
|
NuStar GP Holdings, LLC
|
Delaware
|
Restricted
|
100%
|
NuStar Holdings B.V.
|
Netherlands
|
Restricted
|
100%
|
NuStar Internacional, S de R.L. de C.V.
|
Mexico
|
Restricted
|
100%
|
NuStar Logistics, L.P.
|
Delaware
|
Restricted - Material
|
100%
|
NuStar Permian Crude Logistics, LLC
|
Delaware
|
Restricted
|
100%
|
NuStar Permian Holdings, LLC
|
Delaware
|
Restricted
|
100%
|
NuStar Permian Transportation and Storage, LLC
|
Delaware
|
Restricted - Material
|
100%
|
NuStar Pipeline Company, LLC
|
Delaware
|
Restricted
|
100%
|
NuStar Pipeline Holding Company, LLC
|
Delaware
|
Restricted
|
100%
|
NuStar Pipeline Operating Partnership L.P.
|
Delaware
|
Restricted - Material
|
100%
|
NuStar Pipeline Partners L.P.
|
Delaware
|
Restricted
|
100%
|
NuStar Services Company LLC
|
Delaware
|
Restricted
|
100%
|
NuStar Supply & Trading LLC
|
Delaware
|
Restricted
|
100%
|
NuStar Terminals Canada Co.
|
Canada
|
Restricted
|
100%
|
NuStar Terminals Canada Holdings Co.
|
Canada
|
Restricted
|
100%
|
NuStar Terminals Canada Partnership
|
Canada
|
Restricted
|
100%
|
NuStar Terminals Corporation N.V.
|
Curacao
|
Restricted
|
100%
|
NuStar Terminals Delaware, Inc.
|
Delaware
|
Restricted
|
100%
|
NuStar Terminals International N.V.
|
Curacao
|
Restricted
|
100%
|
NuStar Terminals New Jersey, Inc.
|
Delaware
|
Restricted
|
100%
|
NuStar Terminals Operations Partnership L.P.
|
Delaware
|
Restricted
|
100%
|
NuStar Terminals Partners TX L.P.
|
Delaware
|
Restricted
|
100%
|
NuStar Terminals Services, Inc.
|
Delaware
|
Restricted
|
100%
|
NuStar Terminals Texas, Inc.
|
Delaware
|
Restricted
|
100%
|
NuStar Texas Holdings, Inc.
|
Delaware
|
Restricted
|
100%
|
Point Tupper Marine Services Co.
|
Canada
|
Restricted
|
100%
|
Riverwalk Logistics, L.P.
|
Delaware
|
Restricted
|
100%
|
Shore Terminals LLC
|
Delaware
|
Restricted
|
100%
|
ST Linden Terminal, LLC
|
Delaware
|
Restricted
|
100%
|
Star Creek Ranch, LLC
|
Delaware
|
Restricted
|
100%
|
/s/ Bradley C. Barron
|
Bradley C. Barron
|
President and Chief Executive Officer
|
/s/ Thomas R. Shoaf
|
Thomas R. Shoaf
|
Executive Vice President and Chief Financial Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
|
/s/ Bradley C. Barron
|
Bradley C. Barron
|
President and Chief Executive Officer
|
May 8, 2020
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
|
/s/ Thomas R. Shoaf
|
Thomas R. Shoaf
|
Executive Vice President and Chief Financial Officer
|
May 8, 2020
|