Attached files
| file | filename |
|---|---|
| EX-23.01 - EXHIBIT 23.01 - NuStar Energy L.P. | ns2015ex2301.htm |
| EX-31.02 - EXHIBIT 31.02 - NuStar Energy L.P. | ns2015ex3102.htm |
| EX-99.01 - EXHIBIT 99.01 - NuStar Energy L.P. | ns2015ex9901.htm |
| EX-10.26 - EXHIBIT 10.26 - NuStar Energy L.P. | ns2015ex1026.htm |
| EX-12.01 - EXHIBIT 12.01 - NuStar Energy L.P. | ns2015ex1201.htm |
| EX-99.02 - EXHIBIT 99.02 - NuStar Energy L.P. | ns2015ex9902.htm |
| EX-21.01 - EXHIBIT 21.01 - NuStar Energy L.P. | ns2015ex2101.htm |
| EX-10.45 - EXHIBIT 10.45 - NuStar Energy L.P. | ns2015ex1045.htm |
| EX-32.02 - EXHIBIT 32.02 - NuStar Energy L.P. | ns2015ex3202.htm |
| EX-23.02 - EXHIBIT 23.02 - NuStar Energy L.P. | ns2015ex2302.htm |
| 10-K - 10-K - NuStar Energy L.P. | ns201510-k.htm |
| EX-32.01 - EXHIBIT 32.01 - NuStar Energy L.P. | ns2015ex3201.htm |
| EX-31.01 - EXHIBIT 31.01 - NuStar Energy L.P. | ns2015ex3101.htm |
Exhibit 99.03
NuStar Asphalt LLC
Consolidated Financial Statements
As of February 25, 2014
and
For the Period from January 1, 2014 to February 25, 2014
(Unaudited)
NUSTAR ASPHALT LLC
Consolidated Balance Sheet
(Unaudited, Thousands of Dollars)
February 25, 2014 | |||
Assets | |||
Current assets: | |||
Cash | $ | 1,432 | |
Accounts receivable | 38,632 | ||
Inventories | 198,558 | ||
Other current assets | 4,179 | ||
Total current assets | 242,801 | ||
Property, plant and equipment | 227,545 | ||
Accumulated depreciation | (15,529 | ) | |
Property, plant and equipment, net | 212,016 | ||
Other long-term assets, net | 42,482 | ||
Total assets | $ | 497,299 | |
Liabilities and Members’ Equity | |||
Current liabilities: | |||
Accounts payable | $ | 56,718 | |
Payable to related parties | 483 | ||
Accrued interest payable | 480 | ||
Accrued liabilities | 5,361 | ||
Taxes other than income tax | 880 | ||
Total current liabilities | 63,922 | ||
Long-term debt | 96,000 | ||
Long-term debt to NuStar Logistics, L.P. | 220,100 | ||
Other long-term liabilities | 5,754 | ||
Members’ equity | 111,129 | ||
Accumulated other comprehensive income | 394 | ||
Total member's equity | 111,523 | ||
Total liabilities and members’ equity | $ | 497,299 | |
See accompanying notes to the consolidated financial statements.
2
NUSTAR ASPHALT LLC
Consolidated Statement of Comprehensive Loss
(Unaudited, Thousands of Dollars)
Period from January 1, 2014 to February 25, 2014 | |||
Product sales | $ | 119,479 | |
Cost of product sales | 106,616 | ||
Gross margin | 12,863 | ||
Operating expenses | 13,761 | ||
Depreciation expense | 1,855 | ||
General and administrative expenses | 4,834 | ||
Operating loss | (7,587 | ) | |
Interest expense | (2,043 | ) | |
Net loss | (9,630 | ) | |
Other comprehensive income: | |||
Pension benefit plan | 1,082 | ||
Total other comprehensive income | 1,082 | ||
Comprehensive loss | $ | (8,548 | ) |
See accompanying notes to the consolidated financial statements.
3
NUSTAR ASPHALT LLC
Consolidated Statement of Cash Flows
(Unaudited, Thousands of Dollars)
Period from January 1, 2014 to February 25, 2014 | |||
Cash flows from operating activities: | |||
Net loss | $ | (9,630 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation expense | 1,855 | ||
Amortization of debt issuance costs | 378 | ||
NuStar unit long-term incentive expense | 49 | ||
Changes in current assets and liabilities: | |||
Decrease in accounts receivable | 18,171 | ||
Increase in inventories | (3,569 | ) | |
Decrease in other current assets | 1,956 | ||
Increase in accounts payable | 3,002 | ||
Decrease in payable to related parties | (50,738 | ) | |
Increase in accrued interest payable | 453 | ||
Increase in accrued liabilities | 228 | ||
Increase in taxes other than income | 95 | ||
Increase in other long-term liabilities | 287 | ||
Other | 1 | ||
Net cash used in operating activities | (37,462 | ) | |
Cash flows from investing activities: | |||
Capital expenditures | (11,664 | ) | |
Net cash used in investing activities | (11,664 | ) | |
Cash flows from financing activities: | |||
Proceeds from long-term debt borrowings | 75,428 | ||
Long-term debt repayments | (26,000 | ) | |
Net cash provided by financing activities | 49,428 | ||
Net increase in cash | 302 | ||
Cash as of the beginning of the period | 1,130 | ||
Cash as of the end of the period | $ | 1,432 | |
See accompanying notes to the consolidated financial statements.
4
NUSTAR ASPHALT LLC
Consolidated Statement of Members’ Equity
For the Period from January 1, 2014 to
February 25, 2014
(Unaudited, Thousands of Dollars)
Member's Equity | Member's Equity | Accumulated other | Total | ||||||||||||
Class A Interests | Class B Interests | Comprehensive income | Member's Equity | ||||||||||||
Balance as of December 31, 2013 | $ | 133,822 | $ | (13,112 | ) | $ | (688 | ) | $ | 120,022 | |||||
NuStar unit long-term incentive expense | — | 49 | — | 49 | |||||||||||
Net loss | (3,277 | ) | (6,353 | ) | — | (9,630 | ) | ||||||||
Other comprehensive income | — | — | 1,082 | 1,082 | |||||||||||
Balance as of February 25, 2014 | $ | 130,545 | $ | (19,416 | ) | $ | 394 | $ | 111,523 | ||||||
See accompanying notes to the consolidated financial statements.
5
NUSTAR ASPHALT LLC
Notes to Consolidated Financial Statements
For the Period from January 1, 2014 to February 25, 2014
1. Organization and Operations
Organization
NuStar Asphalt LLC (NuStar Asphalt) is a Delaware limited liability company formed for the purpose of creating a joint venture to own and operate certain refining and marketing operations. These operations include the refining and marketing of asphalt and other refined products from the refinery located in Paulsboro, New Jersey, the Savannah, Georgia facility, and other third‑party owned terminals.
On February 26, 2014, Lindsay Goldberg LLC (LG) and NuStar Logistics, L.P. (NuStar Logistics) closed an agreement in which NuStar Logistics’ remaining 50% ownership, the Class B Interest, was redeemed by NuStar Asphalt. NuStar Asphalt became a wholly owned subsidiary of LG affiliated entities and instituted a name change on February 27, 2014 to Axeon Specialty Products LLC.
Upon the agreement close, LG made a capital contribution of $50.0 million and committed to an additional contribution of $25.0 million to be paid in March 2014.
As part of this transaction, the $250.0 million seven-year unsecured revolving credit facility agreement with NuStar Logistics (the NuStar Facility) was converted into a term loan with a balance of $190.0 million. The balance of the NuStar Facility just prior to close was $220.1 million. This balance was paid down to $190.0 million at close with proceeds from the capital contribution. The term loan has scheduled payments of $15.0 million on or before December 31, 2014, and an additional $25.0 million on or before September 30, 2015. Other than these two payments, the term loan does not have any scheduled amortization payments; however, excess cash, as defined in the agreement, must be used to repay amounts outstanding under the term loan. The term loan bears interest on a LIBOR‑based rate that was 3.2% at closing and matures on September 28, 2019, the same date as the NuStar Facility. NuStar Logistics will continue to provide up to $150.0 million of credit support, in the form of guarantees and letters of credit, for two years after the agreement closing, at which time this amount will begin declining and will terminate no later than September 2019. The transaction also includes the termination of the terminal service agreements with NuStar Logistics for their terminals in Rosario, NM, Catoosa, OK, and Houston, TX. NuStar Logistics purchased the remaining inventory at these facilities at closing. NuStar Asphalt also acquired ownership of NuStar Logistics’ terminals at Wilmington, NC and Dumfries, VA, which were leased prior to closing.
Simultaneously with the agreement closing, the five-year senior secured asset-based revolving credit facility was amended from $450.0 million to $325.0 million.
Operations
The Paulsboro refinery is located in Paulsboro, New Jersey on the Delaware River and has a production capacity of 74,000 barrels per day. Its location on the Delaware River allows for direct access to receipts and shipments. The refinery consists of two petroleum refining units, a liquid storage terminal for petroleum and chemical products, three marine docks, a polymer‑modified asphalt production facility and a testing laboratory. The Paulsboro refinery has storage capacity of 4.1 million barrels and supplies various asphalt grades by ship, barge, railcar and tanker trucks to asphalt terminals in the northeastern United States. In addition to asphalt, the refinery produces other petroleum products that are sold to refiners, traders and other customers.
The Savannah facility is located in Savannah, Georgia adjacent to the Savannah River, which allows for direct access to receipts and shipments. The Savannah facility has storage capacity of 1.2 million barrels and can supply various asphalt grades by truck, rail and marine vessel. The facility can receive crude by rail and marine vessel and supply crude by marine vessel.
6