Delaware
|
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76-0513049
|
(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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Name of Each Exchange on Which Registered
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Common Units
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NYSE
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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o
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Smaller reporting company
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¨
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Page
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Item 1
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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•
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demand for, the supply of, our assumptions about, changes in forecast data for, and price trends related to crude oil, liquid petroleum, NaHS, caustic soda and CO
2
, all of which may be affected by economic activity, capital expenditures by energy producers, weather, alternative energy sources, international events, conservation and technological advances;
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•
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throughput levels and rates;
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•
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changes in, or challenges to, our tariff rates;
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•
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our ability to successfully identify and close strategic acquisitions on acceptable terms (including obtaining third-party consents and waivers of preferential rights), develop or construct energy infrastructure assets, make cost saving changes in operations and integrate acquired assets or businesses into our existing operations;
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•
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service interruptions in our pipeline transportation systems, and processing operations;
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•
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shutdowns or cutbacks at refineries, petrochemical plants, utilities or other businesses for which we transport crude oil, petroleum or other products or to whom we sell such products;
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•
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risks inherent in marine transportation and vessel operation, including accidents and discharge of pollutants;
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•
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changes in laws and regulations to which we are subject, including tax withholding issues, accounting pronouncements, and safety, environmental and employment laws and regulations;
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•
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the effects of production declines resulting from the suspension of drilling in the Gulf of Mexico and the effects of future laws and government regulation resulting from the Macondo accident and oil spill in the Gulf;
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•
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planned capital expenditures and availability of capital resources to fund capital expenditures;
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•
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our inability to borrow or otherwise access funds needed for operations, expansions or capital expenditures as a result of our credit agreement and the indenture governing our notes, which contain various affirmative and negative covenants;
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•
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loss of key personnel;
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•
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an increase in the competition that our operations encounter;
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•
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cost and availability of insurance;
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•
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hazards and operating risks that may not be covered fully by insurance;
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•
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our financial and commodity hedging arrangements;
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•
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changes in global economic conditions, including capital and credit markets conditions, inflation and interest rates;
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•
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natural disasters, accidents or terrorism;
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•
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changes in the financial condition of customers or counterparties;
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•
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adverse rulings, judgments, or settlements in litigation or other legal or tax matters;
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•
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the treatment of us as a corporation for federal income tax purposes or if we become subject to entity-level taxation for state tax purposes; and
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•
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the potential that our internal controls may not be adequate, weaknesses may be discovered or remediation of any identified weaknesses may not be successful and the impact these could have on our unit price.
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•
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Identifying and exploiting incremental profit opportunities, including cost synergies, across an increasingly integrated footprint;
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•
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Optimizing our existing assets and creating synergies through additional commercial and operating advancement;
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•
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Leveraging customer relationships across business segments;
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•
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Attracting new customers and expanding our scope of services offered to existing customers;
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•
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Expanding the geographic reach of our refinery services and supply and logistics businesses;
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•
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Economically expanding our pipeline and terminal operations;
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•
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Evaluating internal and third party growth opportunities (including asset and business acquisitions) that leverage our core competencies and strengths and further integrate our businesses; and
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•
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Focusing on health, safety and environmental stewardship.
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•
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Increase the relative contribution of recurring and throughput-based revenues, emphasizing longer-term contractual arrangements;
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•
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Prudently manage our limited commodity price risks;
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•
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Maintain a sound, disciplined capital structure; and
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•
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Create strategic arrangements and share capital costs and risks through joint ventures and strategic alliances.
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•
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Our businesses encompass a balanced, diversified portfolio of customers, operations and assets
. We operate three business segments and own and operate assets that enable us to provide a number of services to oil and CO
2
producers; refinery owners; and industrial and commercial enterprises that use NaHS and caustic soda. Our business lines complement each other by allowing us to offer an integrated suite of services to common customers across segments.
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•
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Through our NaHS sales, we have indirect exposure to fast-growing, developing economies outside of the U.S.
We sell NaHS to the mining and pulp and paper industries, which sell copper and other mined materials and paper products in the global market.
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•
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We have lower commodity price risk exposure.
The volumes of crude oil, refined products or intermediate feedstocks that we purchase are either subject to back-to-back sales contracts or are hedged with NYMEX derivatives to limit our exposure to movements in the price of the commodity. Our risk management policy requires that we monitor the effectiveness of the hedges to maintain a value at risk of such hedged inventory that does not exceed
$2.5 million
. In addition, our service contracts with refiners allow us to adjust our processing rates to maintain a balance between NaHS supply and demand.
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•
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Our businesses provide consistent consolidated financial performance.
Our consistent and improving financial performance, combined with our conservative capital structure, has allowed us to increase our distribution for
thirty
consecutive quarters as of our most recent distribution declaration. During this period,
twenty-five
of those quarterly increases have been 10% or greater year-over-year.
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•
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Our pipeline transportation and related assets are strategically located.
Our crude oil pipelines are located in the Gulf of Mexico and provide our customers access to multiple delivery points. In addition, a majority of our terminals are located in areas that can be accessed by truck, rail or barge.
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•
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We believe we are one of the largest marketers of NaHS in North and South America.
We believe the scale of our well-established refinery services operations as well as our integrated suite of assets provides us with a unique cost advantage over some of our existing and potential competitors.
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•
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Our expertise and reputation for high performance standards and quality enable us to provide refiners with economic and proven services.
Our extensive understanding of the sulfur removal process and refinery services market can provide us with an advantage when evaluating new opportunities and/or markets.
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•
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Our supply and logistics business is operationally flexible.
Our portfolio of trucks, railcars, barges and terminals affords us flexibility within our existing regional footprint and provides us the capability to enter new markets and expand our customer relationships.
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•
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We are financially flexible and have significant liquidity.
As of
December 31, 2012
, we had
$483.3 million
available under our
$1 billion
credit agreement, including up to
$86.1 million
available under the
$150 million
petroleum products inventory loan sublimit, and
$83.3 million
available for letters of credit. Our inventory borrowing base was
$63.9 million
at
December 31, 2012
.
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•
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We have an experienced, knowledgeable and motivated executive management team with a proven track record.
Our executive management team has an average of more than 25 years of experience in the midstream sector. Its members have worked in leadership roles at a number of large, successful public companies, including other publicly-traded partnerships. Through their equity interest in us, our executive management team is incentivized to create value by increasing cash flows.
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Texas System
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Jay System
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Mississippi System
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Product
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Crude Oil
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Crude Oil
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Crude Oil
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Interest Owned
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100%
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|
100%
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|
100%
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System Miles
|
90
|
|
135
|
|
235
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Approximate Owned and leased tankage storage capacity (Bbls)
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220,000
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|
230,000
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|
247,500
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Location
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West Columbia, TX to Webster, TX
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Southern AL/FL to Mobile, AL
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Soso, MS to Liberty, MS
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Webster, TX to Texas City, TX
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Webster, TX to Houston, TX
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Rate Regulated
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TXRRC
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FERC
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FERC
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•
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Texas System
. Our Texas System transports crude oil from West Columbia to several delivery points near Houston, Texas. The Texas System receives all of its volume from connections to other pipeline carriers. We earn a tariff for our transportation services, with the tariff rate per barrel of crude oil varying with the distance from injection point to delivery point.
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•
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Jay System
. Our Jay System provides crude oil shippers access to refineries, pipelines and storage near Mobile, Alabama. The system also includes gathering connections to approximately
35
wells, additional oil storage capacity of
20,000
barrels in the field and a delivery connection to a refinery in Alabama.
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•
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Mississippi System.
Our Mississippi System provides shippers of crude oil in Mississippi indirect access to refineries, pipelines, storage, terminals and other crude oil infrastructure located in the Midwest. The system is adjacent to several oil fields that are in various phases of being produced through tertiary recovery strategy, including CO
2
injection and flooding. We provide transportation services on our Mississippi pipeline through an “incentive” tariff which provides that the average rate per barrel that we charge during any month decreases as our aggregate throughput for that month increases above specified thresholds.
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CHOPS
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Poseidon
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Odyssey
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Eugene Island
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Product
|
Crude Oil
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|
Crude Oil
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|
Crude Oil
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|
Crude Oil
|
Interest Owned
(1)
|
50%
|
|
28%
|
|
29%
|
|
23%
|
System Miles
|
380
|
|
367
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|
120
|
|
183
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Capacity (Bbls/day)
|
500,000
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|
400,000
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|
200,000
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|
200,000
|
2012 Throughput (Bbls/day)
|
96,664
|
|
211,375
|
|
36,157
|
|
15,191
|
Location
|
Gulf of Mexico (primarily offshore of Texas and Louisiana)
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Gulf of Mexico (primarily offshore of Louisiana)
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Gulf of Mexico (primarily offshore of Louisiana)
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Gulf of Mexico (primarily offshore of Louisiana)
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Rate Regulated
|
No
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|
No
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No
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FERC
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In-Service Date
|
2004
|
|
1996
|
|
1998
|
|
1983
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(1)
|
We acquired our interests in CHOPS in November 2010 and our interests in our other offshore pipelines in January 2012.
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•
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CHOPS.
CHOPS is comprised of
24
- to
30
-inch diameter pipelines to deliver crude oil from developments in the Gulf of Mexico to refining markets along the Texas Gulf Coast via interconnections with refineries located in Port Arthur and Texas City, Texas. CHOPS also includes
two
strategically located multi-purpose offshore platforms. Enterprise Products owns the remaining
50%
interest in, and operates, the joint venture. The pipeline has significant available capacity to accommodate future growth in the fields from which the production is dedicated to the pipeline as well as to transport volumes from non-dedicated fields both currently in production and to be developed in the future.
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•
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Poseidon.
The Poseidon system is comprised of
16
- to
24
-inch diameter pipelines to deliver crude oil from developments in the central and western offshore Gulf of Mexico to other pipelines and terminals onshore and offshore Louisiana. Affiliates of Enterprise Products and Shell each own a
36%
interest in Poseidon. An affiliate of Enterprise Products serves as the operator.
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•
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Odyssey.
The Odyssey system is comprised of
12
- to
20
-inch diameter pipelines to deliver crude oil from developments in the eastern Gulf of Mexico to other pipelines and terminals onshore Louisiana. An affiliate of Shell owns the remaining
71%
interest in Odyssey, and an affiliate of Shell serves as the operator.
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•
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Eugene Island.
The Eugene Island system is comprised of a network of crude oil pipelines, the main pipeline of which is
20
inches in diameter, to deliver crude oil from developments in the central Gulf of Mexico to other pipelines and terminals onshore Louisiana. Other owners in Eugene Island include affiliates of Exxon-Mobil, Chevron-Texaco, ConocoPhillips and Shell Oil Company. An affiliate of Shell serves as the operator.
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•
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SEKCO Pipeline.
As described in “Recent Developments” we entered into a joint venture with Enterprise Products to construct a deepwater pipeline serving the Lucius development area in southern Keathley Canyon of the Gulf of Mexico. The pipeline is expected to begin service by
mid-2014
.
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Free State Pipeline
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NEJD System
(1)
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Product
|
CO
2
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|
CO
2
|
Interest owned
|
100%
|
|
100%
|
System miles
|
86
|
|
183
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Pipeline diameter
|
20"
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|
20"
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Location
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Jackson Dome near Jackson, MS to East Mississippi
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Jackson Dome near Jackson, MS to Donaldsonville, LA
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Rate Regulated
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No
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No
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(1)
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Subject to a fixed payment agreement.
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•
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the volumes and prices at which we purchase and sell crude oil, refined products, and caustic soda;
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•
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the volumes of sodium hydrosulfide, or NaHS, that we receive for our refinery services and the prices at which we sell NaHS;
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•
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the demand for our trucking, barge and pipeline transportation services;
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•
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the demand for our terminal storage services;
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•
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the level of our operating costs;
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•
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the effect of worldwide energy conservation measures;
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•
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governmental regulations and taxes;
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•
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the level of our general and administrative costs; and
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•
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prevailing economic conditions.
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•
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the level of capital expenditures we make, including the cost of acquisitions (if any);
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•
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our debt service requirements;
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•
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fluctuations in our working capital;
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•
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restrictions on distributions contained in our debt instruments;
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•
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our ability to borrow under our working capital facility to pay distributions; and
|
•
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the amount of cash reserves required in the conduct of our business.
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•
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incur additional indebtedness or liens;
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•
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make payments in respect of or redeem or acquire any debt or equity issued by us;
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•
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sell assets;
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•
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make loans or investments;
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•
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make guarantees;
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•
|
enter into any hedging agreement for speculative purposes;
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•
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acquire or be acquired by other companies; and
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•
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amend some of our contracts.
|
•
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increase our vulnerability to general adverse economic and industry conditions;
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•
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limit our ability to make distributions; to fund future working capital, capital expenditures and other general partnership requirements; to engage in future acquisitions, construction or development activities; or to otherwise fully realize the value of our assets and opportunities because of the need to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness or to comply with any restrictive terms of our indebtedness;
|
•
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limit our flexibility in planning for, or reacting to, changes in our businesses and the industries in which we operate; and
|
•
|
place us at a competitive disadvantage as compared to our competitors that have less debt.
|
•
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geographic proximity to the production;
|
•
|
costs of connection;
|
•
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available capacity;
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•
|
rates;
|
•
|
logistical efficiency in all of our operations;
|
•
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operational efficiency in our refinery services business;
|
•
|
customer relationships; and
|
•
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access to markets.
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•
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rate structures;
|
•
|
rates of return on equity;
|
•
|
recovery of costs;
|
•
|
the services that our regulated assets are permitted to perform;
|
•
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the acquisition, construction and disposition of assets; and
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•
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to an extent, the level of competition in that regulated industry.
|
•
|
difficulties in the assimilation of the operations, technologies, services and products of the acquired companies or business segments;
|
•
|
inefficiencies and complexities that can arise because of unfamiliarity with new assets and the businesses associated with them, including unfamiliarity with their markets; and
|
•
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diversion of the attention of management and other personnel from day-to-day business to the development or acquisition of new businesses and other business opportunities.
|
•
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using cash from operations;
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•
|
delaying other planned projects;
|
•
|
incurring additional indebtedness; or
|
•
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issuing additional debt or equity.
|
•
|
our general partner is allowed to take into account the interest of parties other than us, such as one or more of its affiliates, in resolving conflicts of interest;
|
•
|
our general partner may limit its liability and reduce its fiduciary duties, while also restricting the remedies available to our unitholders for actions that, without such limitations, might constitute breaches of fiduciary duty;
|
•
|
our general partner determines the amount and timing of asset purchases and sales, capital expenditures, borrowings, issuance of additional partnership securities, reimbursements and enforcement of obligations to the general partner and
|
•
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our general partner determines which costs incurred by it and its affiliates are reimbursable by us and the reimbursement of these costs and of any services provided by our general partner could adversely affect our ability to pay cash distributions to our unitholders.
|
•
|
our unitholders’ proportionate ownership interest in us will decrease;
|
•
|
the amount of cash available for distribution on each unit may decrease;
|
•
|
the relative voting strength of each previously outstanding unit may be diminished; and
|
•
|
the market price of our common units may decline.
|
•
|
we were conducting business in a state but had not complied with that particular state’s partnership statute; or
|
•
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your right to act with other unitholders to remove or replace our general partner, to approve some amendments to our partnership agreement or to take other actions under our partnership agreement constitutes “control” of our business.
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Price Range
|
|
Cash
Distributions
(1)
|
||||||||
|
High
|
|
Low
|
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|||||||
2011
|
|
|
|
|
|
||||||
1st Quarter
|
$
|
29.83
|
|
|
$
|
25.03
|
|
|
$
|
0.4000
|
|
2nd Quarter
|
$
|
29.08
|
|
|
$
|
25.35
|
|
|
$
|
0.4075
|
|
3rd Quarter
|
$
|
28.12
|
|
|
$
|
20.85
|
|
|
$
|
0.4150
|
|
4th Quarter
|
$
|
28.33
|
|
|
$
|
21.82
|
|
|
$
|
0.4275
|
|
2012
|
|
|
|
|
|
||||||
1st Quarter
|
$
|
33.81
|
|
|
$
|
27.62
|
|
|
$
|
0.4400
|
|
2nd Quarter
|
$
|
31.40
|
|
|
$
|
26.70
|
|
|
$
|
0.4500
|
|
3rd Quarter
|
$
|
34.12
|
|
|
$
|
28.80
|
|
|
$
|
0.4600
|
|
4th Quarter
|
$
|
36.38
|
|
|
$
|
30.86
|
|
|
$
|
0.4725
|
|
(1)
|
Cash distributions are shown in the quarter paid and are based on the prior quarter’s activities.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2012
(1)
|
|
2011
(1)
|
|
2010
(1)
|
|
2009
(1)
|
|
2008
(1)
|
||||||||||
Income Statement Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Supply and logistics
|
$
|
3,797,750
|
|
|
$
|
2,825,768
|
|
|
$
|
1,894,612
|
|
|
$
|
1,243,044
|
|
|
$
|
1,870,063
|
|
Refinery services
|
196,017
|
|
|
201,711
|
|
|
151,060
|
|
|
141,365
|
|
|
225,374
|
|
|||||
Pipeline transportation
|
76,290
|
|
|
62,190
|
|
|
55,652
|
|
|
50,951
|
|
|
46,247
|
|
|||||
Total revenues
|
$
|
4,070,057
|
|
|
$
|
3,089,669
|
|
|
$
|
2,101,324
|
|
|
$
|
1,435,360
|
|
|
$
|
2,141,684
|
|
Net income (loss)
(2)
|
$
|
96,319
|
|
|
$
|
51,249
|
|
|
$
|
(50,541
|
)
|
|
$
|
6,178
|
|
|
$
|
25,825
|
|
Net income (loss) attributable to Genesis Energy, L.P.
(2)
|
$
|
96,319
|
|
|
$
|
51,249
|
|
|
$
|
(48,459
|
)
|
|
$
|
8,063
|
|
|
$
|
26,089
|
|
Net income (loss) available to Common Unitholders
|
$
|
96,319
|
|
|
$
|
51,249
|
|
|
$
|
19,929
|
|
|
$
|
20,186
|
|
|
$
|
23,006
|
|
Net income attributable to Genesis Energy, L.P. per Common Unit: Basic and Diluted
|
$
|
1.23
|
|
|
$
|
0.75
|
|
|
$
|
0.49
|
|
|
$
|
0.51
|
|
|
$
|
0.59
|
|
Cash distributions declared per Common Unit
|
$
|
1.8225
|
|
|
$
|
1.6500
|
|
|
$
|
1.4900
|
|
|
$
|
1.3650
|
|
|
$
|
1.2225
|
|
Balance Sheet Data (at end of period):
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
$
|
404,034
|
|
|
$
|
376,104
|
|
|
$
|
252,538
|
|
|
$
|
189,244
|
|
|
$
|
168,127
|
|
Total assets
|
$
|
2,109,664
|
|
|
$
|
1,730,844
|
|
|
$
|
1,506,735
|
|
|
$
|
1,148,127
|
|
|
$
|
1,178,674
|
|
Long-term liabilities
|
$
|
880,518
|
|
|
$
|
688,778
|
|
|
$
|
630,757
|
|
|
$
|
387,766
|
|
|
$
|
394,940
|
|
Partners’ capital:
|
|
|
|
|
|
|
|
|
|
||||||||||
Genesis Energy, L.P.
|
$
|
916,495
|
|
|
$
|
792,638
|
|
|
$
|
669,264
|
|
|
$
|
595,877
|
|
|
$
|
632,658
|
|
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
23,056
|
|
|
24,804
|
|
|||||
Total partners’ capital
|
$
|
916,495
|
|
|
$
|
792,638
|
|
|
$
|
669,264
|
|
|
$
|
618,933
|
|
|
$
|
657,462
|
|
Other Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Maintenance capital expenditures
(3)
|
4,430
|
|
|
4,237
|
|
|
2,856
|
|
|
4,426
|
|
|
4,454
|
|
|||||
Volumes—continuing operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Onshore crude oil pipeline (barrels per day)
|
92,897
|
|
|
82,712
|
|
|
67,931
|
|
|
60,262
|
|
|
64,111
|
|
|||||
Offshore crude oil pipeline (barrels per day)
(4)
|
359,387
|
|
|
120,723
|
|
|
149,270
|
|
|
—
|
|
|
—
|
|
|||||
CO
2
pipeline (Mcf per day)
(5)
|
186,479
|
|
|
169,962
|
|
|
167,619
|
|
|
154,271
|
|
|
160,220
|
|
|||||
NaHS sales (DST)
|
142,712
|
|
|
147,670
|
|
|
145,213
|
|
|
107,311
|
|
|
162,210
|
|
|||||
NaOH sales (DST)
|
77,492
|
|
|
99,702
|
|
|
93,283
|
|
|
88,959
|
|
|
68,647
|
|
|||||
Crude oil and petroleum products (barrels per day)
|
94,043
|
|
|
71,043
|
|
|
61,012
|
|
|
48,117
|
|
|
47,569
|
|
(1)
|
Our operating results and financial position have been affected by acquisitions, most notably the acquisition of interests in several Gulf of Mexico crude oil pipeline systems from Marathon Oil Company, including its
28%
interest in Poseidon Oil Company, L.L.C., its
29%
interest in Odyssey Pipeline, L.L.C. and its
23%
interest in the Eugene Island Pipeline System in
January 2012
, the acquisition of the black oil barge business of Florida Marine Transporters, Inc. in
August 2011
, the
50%
equity interest acquisition in CHOPS in
November 2010
, the acquisition of the remaining
51%
ownership interest in DG Marine in
July 2010
and the Grifco acquisition in
July 2008
. The results of these operations are included in our financial results prospectively from the acquisition date. For additional
|
(2)
|
Includes executive compensation expense related to Series B and Class B awards borne entirely by our general partner in the amounts of $
76.9 million
for 2010 and
$14.1 million
for 2009, see
Note 15
to our Consolidated Financial Statements in Item 8.
|
(3)
|
Maintenance capital expenditures are capital expenditures to replace or enhance partially or fully depreciated assets to sustain the existing operating capacity or efficiency of our assets and extend their useful lives.
|
(4)
|
Includes barrels per day for CHOPS for the period we owned the pipeline in 2010.
|
(5)
|
Volume per day for the period we owned the Free State CO
2
pipeline in 2008.
|
•
|
Overview of
2012
Results and Operational Update
|
•
|
Results of Operations
|
•
|
Other Consolidated Results
|
•
|
Financial Measures
|
•
|
Liquidity and Capital Resources
|
•
|
Commitments and Off-Balance Sheet Arrangements
|
•
|
Critical Accounting Policies and Estimates
|
•
|
Recent Accounting Pronouncements
|
•
|
Cameron Highway Pipeline
. Production from several fields dedicated to our Cameron Highway pipeline in the offshore Gulf of Mexico began to ramp back up in August 2012 after an extended period of maintenance on the third-
|
•
|
Gulf Coast Infrastructure
.We plan to invest approximately $125 million to improve existing assets and develop new infrastructure in Louisiana, including connecting to Exxon Mobil Corporation’s Baton Rouge refinery, one of the largest refinery complexes in North America, with more than 500,000 barrels per day of refining capacity. Our investment includes improving our existing terminal at Port Hudson, Louisiana, constructing a new 18-mile 20-inch diameter crude oil pipeline connecting Port Hudson to the Baton Rouge Maryland Terminal and continuing downstream to the Anchorage Tank Farm and building a new crude oil unit train facility at the Maryland Terminal. The Port Hudson upgrades and new crude oil pipeline are expected to be completed by the end of 2013 and the Maryland Terminal completion is scheduled for the second quarter of 2014.
|
•
|
Walnut Hill Rail Facility
. We continue to receive unit trains of crude oil at Walnut Hill, Florida for further delivery downstream on our Jay Pipeline System, and would anticipate our new tank and related facilities to be fully operational in March of 2013, allowing us to handle more trains, more efficiently.
|
•
|
Wink Rail Facility
. At our new crude loading facility outside Wink, Texas in the Permian Basin, we have continued to support manifest service of crude oil volumes and in early February 2013 loaded our first full unit train. Construction of our tanks and expanded trucking capabilities remains on track to be fully operational by late third quarter or early fourth quarter of 2013.
|
•
|
Natchez Terminal
. At our terminal in Natchez, Mississippi, we have steamed and unloaded into tanks the first railcars loaded with bitumen/dilbit originating in Alberta, Canada. As volumes continue to ramp up, we will begin loading barges for further shipment to refineries along the Mississippi River.
|
•
|
Texas City Facility
. We have commissioned our new crude oil terminal and barge dock in Texas City. We would expect the terminal and barge dock to see increasing levels of throughput in the latter half of 2013 upon the completion of our new 18-inch pipeline from Webster to Texas City in the late second quarter or early third quarter of 2013.
|
•
|
Wyoming
. We have entered into an agreement with a local refinery in Wyoming which will support our investment to expand and place into service certain segments of our crude oil gathering system in the Niobrara shale development in Wyoming, with start-up operations expected in the second quarter of 2013.
|
•
|
SEKCO
. Construction has commenced on the SEKCO lateral in the Keathley Canyon area of the deepwater Gulf of Mexico, and we expect significant contribution from this investment beginning mid-2014.
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(in thousands)
|
||||||||||
Pipeline transportation
|
$
|
96,539
|
|
|
$
|
67,908
|
|
|
$
|
48,305
|
|
Refinery services
|
72,883
|
|
|
74,618
|
|
|
62,923
|
|
|||
Supply and logistics
|
92,911
|
|
|
59,975
|
|
|
38,336
|
|
|||
Total Segment Margin
|
$
|
262,333
|
|
|
$
|
202,501
|
|
|
$
|
149,564
|
|
|
Year Ended December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
(in thousands)
|
||||||
Crude oil tariffs and revenues from direct financing leases—onshore crude oil pipelines
|
$
|
31,931
|
|
|
$
|
24,870
|
|
Segment margin from offshore crude oil pipelines, including pro-rata share of distributable cash from equity investees
|
38,500
|
|
|
15,772
|
|
||
CO
2
tariffs and revenues from direct financing leases of CO
2
pipelines
|
26,603
|
|
|
26,334
|
|
||
Sales of crude oil pipeline loss allowance volumes
|
9,165
|
|
|
7,756
|
|
||
Onshore pipeline operating costs, excluding non-cash charges for equity-based compensation and other non-cash expenses
|
(15,607
|
)
|
|
(12,222
|
)
|
||
Payments received under direct financing leases not included in income
|
5,016
|
|
|
4,615
|
|
||
Other
|
931
|
|
|
783
|
|
||
Segment Margin
|
$
|
96,539
|
|
|
$
|
67,908
|
|
|
|
|
|
||||
Volumetric Data (barrels/day unless otherwise noted):
|
|
|
|
||||
Onshore crude oil pipelines:
|
|
|
|
||||
Texas
|
51,880
|
|
|
45,183
|
|
||
Jay
|
22,306
|
|
|
16,900
|
|
||
Mississippi
|
18,711
|
|
|
20,629
|
|
||
Offshore crude oil pipelines:
|
|
|
|
||||
CHOPS
(1)
|
96,664
|
|
|
120,723
|
|
||
Poseidon
(1) (2)
|
211,375
|
|
|
—
|
|
||
Odyssey
(1) (2)
|
36,157
|
|
|
—
|
|
||
GOPL
(2)
|
15,191
|
|
|
—
|
|
||
CO
2
pipeline (Mcf/day):
|
|
|
|
||||
Free State
|
186,479
|
|
|
169,962
|
|
•
|
Crude oil tariff revenues of onshore crude oil pipelines increased
$7.1 million
primarily due to upward tariff indexing of
6.9%
and
8.6%
for our FERC-regulated pipelines effective in July
2011
and
2012
, respectively, and increased volumes of
10,185
barrels per day transported on our onshore crude oil pipelines as described above.
|
•
|
Segment margin from our offshore crude oil pipelines increased
$22.7 million
reflecting a contribution of
$29.1 million
from our interests in the Gulf of Mexico pipelines that we acquired in
2012
. The contribution to Segment Margin by CHOPS declined by
$6.4 million
from
2011
due to ongoing improvements being made by producers at several connected fields as discussed above.
|
•
|
Revenues from sales of pipeline loss allowance volumes improved Segment Margin by
$1.4 million
due to an increase of approximately
10,200
barrels sold in
2012
compared to
2011
.
|
•
|
Pipeline operating costs, excluding non-cash charges, increased
$3.4 million
, due to pipeline integrity maintenance on the pipelines and employee compensation and related benefit costs.
|
|
Year Ended December 31,
|
||||||
|
2012
|
|
2011
|
||||
Volumes sold (in Dry short tons "DST"):
|
|
|
|
||||
NaHS volumes
|
142,712
|
|
|
147,670
|
|
||
NaOH (caustic soda) volumes
|
77,492
|
|
|
99,702
|
|
||
Total
|
220,204
|
|
|
247,372
|
|
||
|
|
|
|
||||
Revenues (in thousands):
|
|
|
|
||||
NaHS revenues
|
$
|
153,689
|
|
|
$
|
152,422
|
|
NaOH (caustic soda) revenues
|
44,322
|
|
|
47,339
|
|
||
Other revenues
|
7,099
|
|
|
10,633
|
|
||
Total external segment revenues
|
$
|
205,110
|
|
|
$
|
210,394
|
|
|
|
|
|
||||
Segment Margin (in thousands)
|
$
|
72,883
|
|
|
$
|
74,618
|
|
|
|
|
|
||||
Average index price for NaOH per DST
(1)
|
$
|
575
|
|
|
$
|
513
|
|
Raw material and processing costs as % of segment revenues
|
48
|
%
|
|
48
|
%
|
(1)
|
Source: IHS Chemical
|
•
|
NaHS sales volumes during
2012
decreased
3%
from
2011
primarily due to the timing of sales to South American customers. In late
2011
, we experienced a high volume of sales to these customers. Sales volumes to customers in South America can fluctuate due to scheduling of shipments.
|
•
|
NaHS revenues increased primarily as a function of the increase in the average index price for caustic soda. The pricing in our sales contracts for NaHS includes adjustments for fluctuations in commodity benchmarks, freight, labor, energy costs and government indexes. The frequency at which these adjustments are applied varies by contract, geographic region and supply point.
|
•
|
Our raw material costs related to NaHS increased correspondingly to the rise in the average index price for caustic soda. In addition, in the first half of
2012
, longer than anticipated refinery turnarounds at some of our largest refinery service locations resulted in increased costs as a result of processing at and shipping from less efficient locations to ensure uninterrupted supplies of NaHS to our customers.
|
•
|
Caustic soda sales volumes
decreased
22%
primarily due to turnarounds at some of our refinery customers in the first half of
2012
. Although caustic sales volumes may fluctuate, the contribution to Segment Margin from these sales is not a significant portion of our refinery services activities. Caustic soda is a key component in the provision of our sulfur-removal service, from which we receive the by-product NaHS. Consequently, we are a very large consumer of caustic soda. In addition, our economies of scale and logistics capabilities allow us to effectively purchase additional caustic soda for re-sale to third parties. Our ability to purchase caustic soda volumes is currently sufficient to meet the demands of our refinery services operations and third-party sales.
|
•
|
Average index prices for caustic soda
increased
to
$575
per DST during
2012
compared to
$513
per DST during
2011
. Those price movements affect the revenues and costs related to our sulfur removal services as well as our caustic soda sales activities. However, generally changes in caustic soda prices do not materially affect Segment Margin attributable to our sulfur processing services because we usually pass those costs through to our NaHS sales customers. Additionally, our bulk purchase and storage capabilities related to caustic soda allow us to somewhat mitigate the effects of changes in index prices for caustic on our operating costs.
|
•
|
purchasing and/or transporting crude oil from the wellhead to markets for ultimate use in refining;
|
•
|
supplying petroleum products (primarily fuel oil, asphalt, and other heavy refined products) to wholesale markets and some end-users such as paper mills and utilities;
|
•
|
purchasing products from refiners, transporting the products to one of our terminals and blending the products to a quality that meets the requirements of our customers;
|
•
|
utilizing our fleet of trucks and trailers, railcars, and barges to take advantage of logistical opportunities primarily in the Gulf Coast states and inland waterways; and
|
•
|
industrial gas activities, including wholesale marketing of CO
2
and processing of syngas through a joint venture.
|
|
Year Ended December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
(in thousands)
|
||||||
Supply and logistics revenue
|
$
|
3,797,750
|
|
|
$
|
2,825,768
|
|
Crude oil and products costs, excluding unrealized gains and losses from derivative transactions
|
(3,541,562
|
)
|
|
(2,642,964
|
)
|
||
Operating costs, excluding non-cash charges for equity-based compensation and other non-cash expenses
|
(163,489
|
)
|
|
(122,925
|
)
|
||
Other
|
212
|
|
|
96
|
|
||
Segment Margin
|
$
|
92,911
|
|
|
$
|
59,975
|
|
|
|
|
|
||||
Volumes of crude oil and petroleum products (barrels per day)
|
94,043
|
|
|
71,043
|
|
|
Year Ended December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
(in thousands)
|
||||||
General and administrative expenses not separately identified below:
|
|
|
|
||||
Corporate
|
$
|
22,873
|
|
|
$
|
19,466
|
|
Segment
|
11,735
|
|
|
8,868
|
|
||
Equity-based compensation plan expense
|
6,132
|
|
|
1,763
|
|
||
Third party costs related to business development activities and growth projects
|
1,679
|
|
|
4,376
|
|
||
Total general and administrative expenses
|
$
|
42,419
|
|
|
$
|
34,473
|
|
|
Year Ended December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
(in thousands)
|
||||||
Depreciation on fixed assets
|
$
|
37,398
|
|
|
$
|
27,544
|
|
Amortization of intangible assets
|
19,930
|
|
|
30,952
|
|
||
Amortization of CO
2
volumetric production payments
|
3,838
|
|
|
3,694
|
|
||
Total depreciation and amortization expense
|
$
|
61,166
|
|
|
$
|
62,190
|
|
|
Year Ended December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
(in thousands)
|
||||||
Interest expense, senior secured credit facility (including commitment fees)
|
$
|
14,212
|
|
|
$
|
12,986
|
|
Interest expense, senior unsecured notes
|
26,578
|
|
|
19,961
|
|
||
Amortization and write-off of debt issuance costs and premium
|
4,037
|
|
|
2,940
|
|
||
Capitalized interest
|
(3,891
|
)
|
|
(106
|
)
|
||
Interest income
|
(15
|
)
|
|
(14
|
)
|
||
Net interest expense
|
$
|
40,921
|
|
|
$
|
35,767
|
|
|
Year Ended December 31,
|
||||||
|
2011
|
|
2010
|
||||
|
(in thousands)
|
||||||
Crude oil tariffs and revenues from direct financing leases—onshore crude oil pipelines
|
$
|
24,870
|
|
|
$
|
20,351
|
|
Segment margin from offshore crude oil pipelines, including pro-rata share of distributable cash from equity investees
|
15,772
|
|
|
2,185
|
|
||
CO
2
tariffs and revenues from direct financing leases of CO
2
pipelines
|
26,334
|
|
|
26,413
|
|
||
Sales of crude oil pipeline loss allowance volumes
|
7,756
|
|
|
5,519
|
|
||
Onshore pipeline operating costs, excluding non-cash charges for equity-based compensation and other non-cash expenses
|
(12,222
|
)
|
|
(11,323
|
)
|
||
Payments received under direct financing leases not included in income
|
4,615
|
|
|
4,202
|
|
||
Other
|
783
|
|
|
958
|
|
||
Segment Margin
|
$
|
67,908
|
|
|
$
|
48,305
|
|
|
|
|
|
||||
Volumetric Data (barrels/day unless otherwise noted):
|
|
|
|
||||
Onshore crude oil pipelines:
|
|
|
|
||||
Texas
|
45,183
|
|
|
28,748
|
|
||
Jay
|
16,900
|
|
|
15,646
|
|
||
Mississippi
|
20,629
|
|
|
23,537
|
|
||
Offshore crude oil pipelines:
|
|
|
|
||||
CHOPS
(1) (2)
|
120,723
|
|
|
149,270
|
|
||
CO
2
pipeline (Mcf/day):
|
|
|
|
||||
Free State
|
169,962
|
|
|
167,619
|
|
•
|
Segment margin from our offshore crude oil pipeline, CHOPS, increased $13.6 million during 2011 as a result of owning our 50% interest for a full year in 2011. Despite the increase, planned improvements by producers of offshore field facilities from the second quarter of 2011 through the fourth quarter of 2011 negatively impacted our revenue generating volumes during the year.
|
•
|
Crude oil tariff revenues of onshore crude oil pipelines increased $4.5 million reflecting increased volumes of 14,781 barrels per day transported on our onshore crude oil pipelines as described above.
|
•
|
An increase in revenues from sales of pipeline loss allowance volumes increased Segment Margin by $2.2 million related to the significant increase (an average of $16 per barrel) in crude oil prices.
|
•
|
Pipeline operating costs, excluding non-cash charges increased $0.9 million, primarily due to increased employee compensation and related benefit costs.
|
|
Year Ended December 31,
|
||||||
|
2011
|
|
2010
|
||||
Volumes sold (in DST):
|
|
|
|
||||
NaHS volumes
|
147,670
|
|
|
145,213
|
|
||
NaOH (caustic soda) volumes
|
99,702
|
|
|
93,283
|
|
||
Total
|
247,372
|
|
|
238,496
|
|
||
|
|
|
|
||||
Revenues (in thousands):
|
|
|
|
||||
NaHS revenues
|
$
|
152,422
|
|
|
$
|
119,688
|
|
NaOH (caustic soda) revenues
|
47,339
|
|
|
29,578
|
|
||
Other revenues
|
10,633
|
|
|
9,190
|
|
||
Total external segment revenues
|
$
|
210,394
|
|
|
$
|
158,456
|
|
|
|
|
|
||||
Segment Margin (in thousands)
|
$
|
74,618
|
|
|
$
|
62,923
|
|
|
|
|
|
||||
Average index price for NaOH per DST
(1)
|
$
|
513
|
|
|
$
|
353
|
|
Raw material and processing costs as % of segment revenues
|
48
|
%
|
|
37
|
%
|
(1)
|
Source: IHS Chemical
|
•
|
Revenues increased primarily as a function of the increase in the average index price for caustic soda. Average index prices of caustic soda increased to an average of $513 per DST during 2011 as compared to $353 per DST in 2010. Those price movements affect the revenues and costs related to our sulfur removal services as well as our caustic soda sales activities. However, changes in caustic soda prices do not materially affect Segment Margin attributable to our sulfur processing services because we generally pass those costs through to our NaHS sales customers. Additionally, our bulk purchase and storage capabilities related to caustic soda allow us to mitigate the effects of changes in index prices for caustic on our operating costs.
|
•
|
The pricing in our sales contracts for NaHS includes adjustments for fluctuations in commodity benchmarks, freight, labor, energy costs and government indexes. The frequency at which these adjustments are applied varies by contract, geographic region and supply point. Our raw material costs related to NaHS increased correspondingly to the rise in the average index price for caustic soda, although operating efficiencies at several of our sour gas processing facilities as well as our favorable management of the acquisition and utilization of caustic soda in our operations and our logistics management, as discussed below, helped offset these costs.
|
•
|
NaHS sales volumes during 2011 increased 2% from 2010. Although there were decreased levels of activity by our pulp and paper customers, the return of industrialization and urbanization in the world’s emerging economies increased the demand for products requiring copper and molybdenum. These trends led to a noticeable increase in NaHS demand from our mining customers primarily in North America in 2011 as compared to 2010.
|
•
|
Caustic soda sales volumes increased 7%. Caustic soda is a key component in the provision of our sulfur-removal service, from which we receive the by-product NaHS. Consequently, we are a very large consumer of caustic soda. In addition, our economies of scale and logistics capabilities allow us to effectively purchase caustic soda for re-sale to third parties.
|
|
Year Ended December 31,
|
||||||
|
2011
|
|
2010
|
||||
|
(in thousands)
|
||||||
Supply and logistics revenue
|
$
|
2,825,768
|
|
|
$
|
1,894,612
|
|
Crude oil and products costs, excluding unrealized gains and losses from derivative transactions
|
(2,642,964
|
)
|
|
(1,761,161
|
)
|
||
Operating costs, excluding non-cash charges for equity-based compensation and other non-cash expenses
|
(122,925
|
)
|
|
(95,011
|
)
|
||
Other
|
96
|
|
|
(104
|
)
|
||
Segment Margin
|
$
|
59,975
|
|
|
$
|
38,336
|
|
|
|
|
|
||||
Volumes of crude oil and petroleum products (barrels per day)
|
71,043
|
|
|
61,012
|
|
•
|
increased volumes of approximately 16% from 2010 primarily due to a greater availability of volumes of crude oil and heavy-end petroleum products resulting from increased refinery utilization in our operating area;
|
•
|
increased production from new sources of crude oil, principally shale oil production, increased demand for our services;
|
•
|
higher foreign demand for fuel oil and other heavy-end petroleum products helped sustain the price environment for the products we sell;
|
•
|
operating efficiencies and modifications to our existing crude oil and petroleum products commercial arrangements; and
|
•
|
the contribution from the additional black oil barges we acquired in August 2011.
|
|
Year Ended December 31,
|
||||||
|
2011
|
|
2010
|
||||
|
(in thousands)
|
||||||
General and administrative expenses not separately identified below:
|
|
|
|
||||
Corporate
|
$
|
19,466
|
|
|
$
|
17,276
|
|
Segment
|
8,868
|
|
|
8,200
|
|
||
Equity-based compensation plan expense
|
1,763
|
|
|
1,955
|
|
||
Third party costs related to IDR Restructuring, business development activities and growth projects
|
4,376
|
|
|
7,290
|
|
||
Expenses related to change in owner of our general partner
|
—
|
|
|
1,762
|
|
||
Non-cash compensation expense related to management team
|
—
|
|
|
76,923
|
|
||
Total general and administrative expenses
|
$
|
34,473
|
|
|
$
|
113,406
|
|
|
Year Ended December 31,
|
||||||
|
2011
|
|
2010
|
||||
|
(in thousands)
|
||||||
Depreciation on fixed assets
|
$
|
27,544
|
|
|
$
|
22,510
|
|
Amortization of intangible assets
|
30,952
|
|
|
26,805
|
|
||
Amortization of CO
2
volumetric production payments
|
3,694
|
|
|
4,254
|
|
||
Total depreciation and amortization expense
|
$
|
62,190
|
|
|
$
|
53,569
|
|
|
Year Ended December 31,
|
||||||
|
2011
|
|
2010
|
||||
|
(in thousands)
|
||||||
Genesis Facility and Notes:
|
|
|
|
||||
Interest expense, credit facility (including commitment fees)
|
$
|
12,986
|
|
|
$
|
10,624
|
|
Interest expense, senior unsecured notes
|
19,961
|
|
|
2,406
|
|
||
Amortization of credit facility and notes issuance costs
|
2,940
|
|
|
1,551
|
|
||
Bridge financing fees
|
—
|
|
|
3,219
|
|
||
Write-off of facility fees
|
—
|
|
|
402
|
|
||
DG Marine Facility:
|
|
|
|
||||
Interest expense and commitment fees
|
—
|
|
|
2,512
|
|
||
Interest rate swaps settlement
|
—
|
|
|
1,553
|
|
||
Write-off of facility fees
|
—
|
|
|
794
|
|
||
Capitalized interest
|
(106
|
)
|
|
(84
|
)
|
||
Interest income
|
(14
|
)
|
|
(53
|
)
|
||
Net interest expense
|
$
|
35,767
|
|
|
$
|
22,924
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(in thousands)
|
||||||||||
Net income (loss) attributable to Genesis Energy, L.P.
|
$
|
96,319
|
|
|
$
|
51,249
|
|
|
$
|
(48,459
|
)
|
Depreciation and amortization
|
61,166
|
|
|
62,190
|
|
|
53,569
|
|
|||
Cash received from direct financing leases not included in income
|
5,016
|
|
|
4,615
|
|
|
4,203
|
|
|||
Cash effects of sales of certain assets
|
773
|
|
|
6,424
|
|
|
1,146
|
|
|||
Effects of distributable cash generated by equity method investees not included in income
|
24,464
|
|
|
16,681
|
|
|
2,284
|
|
|||
Cash effects of equity-based compensation plans
|
(3,280
|
)
|
|
(2,394
|
)
|
|
(1,349
|
)
|
|||
Non-cash equity-based compensation expense
|
4,978
|
|
|
311
|
|
|
82,979
|
|
|||
Expenses related to acquiring or constructing assets that provide new sources of cash flow
|
1,679
|
|
|
4,376
|
|
|
11,260
|
|
|||
Unrealized loss on derivative transactions excluding fair value hedges
|
86
|
|
|
724
|
|
|
59
|
|
|||
Maintenance capital expenditures
|
(4,430
|
)
|
|
(4,237
|
)
|
|
(2,856
|
)
|
|||
Non-cash tax (benefit) expense
|
(9,222
|
)
|
|
(2,075
|
)
|
|
1,337
|
|
|||
Earnings of DG Marine in excess of distributable cash
|
—
|
|
|
—
|
|
|
(848
|
)
|
|||
Other items, net
|
1,609
|
|
|
335
|
|
|
(1,826
|
)
|
|||
Available Cash before Reserves
|
$
|
179,158
|
|
|
$
|
138,199
|
|
|
$
|
101,499
|
|
•
|
Working capital, primarily inventories;
|
•
|
Routine operating expenses;
|
•
|
Capital expansion and maintenance projects;
|
•
|
Acquisitions of assets or businesses;
|
•
|
Interest payments related to outstanding debt; and
|
•
|
Quarterly cash distributions to our unitholders.
|
•
|
The applicable margin varies from
1.75%
to
2.75%
on eurodollar borrowings and from
0.75%
to
1.75%
on alternate base rate borrowings.
|
•
|
Letter of credit fees range from
1.75%
to
2.75%
.
|
•
|
The commitment fee on the unused committed amount will range from
0.375%
to
0.50%
.
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
|
(in thousands)
|
|
|
||||||
Capital expenditures for fixed and intangible assets:
|
|
|
|
|
|
||||||
Maintenance capital expenditures:
|
|
|
|
|
|
||||||
Pipeline transportation assets
|
$
|
376
|
|
|
$
|
247
|
|
|
$
|
522
|
|
Refinery services assets
|
1,183
|
|
|
1,200
|
|
|
1,433
|
|
|||
Supply and logistics assets
|
2,871
|
|
|
2,790
|
|
|
901
|
|
|||
Total maintenance capital expenditures
|
4,430
|
|
|
4,237
|
|
|
2,856
|
|
|||
Growth capital expenditures:
|
|
|
|
|
|
||||||
Pipeline transportation assets
|
59,009
|
|
|
7,382
|
|
|
573
|
|
|||
Refinery services assets
|
1,509
|
|
|
646
|
|
|
—
|
|
|||
Supply and logistics assets
(1)
|
92,025
|
|
|
11,056
|
|
|
839
|
|
|||
Information technology systems upgrade projects
|
1,631
|
|
|
4,128
|
|
|
10,613
|
|
|||
Total growth capital expenditures
|
154,174
|
|
|
23,212
|
|
|
12,025
|
|
|||
Total maintenance and growth capital expenditures
|
158,604
|
|
|
27,449
|
|
|
14,881
|
|
|||
Capital expenditures for business combinations,
net of liabilities assumed:
|
|
|
|
|
|
||||||
Offshore pipelines
(2)
|
205,576
|
|
|
194
|
|
|
332,462
|
|
|||
Acquisition of FMT assets
|
—
|
|
|
143,479
|
|
|
—
|
|
|||
Wyoming refinery and related pipeline
|
—
|
|
|
20,000
|
|
|
—
|
|
|||
Total business combinations capital expenditures
|
205,576
|
|
|
163,673
|
|
|
332,462
|
|
|||
Capital expenditures related to equity investees
(3)
|
63,749
|
|
|
—
|
|
|
—
|
|
|||
Total capital expenditures
|
$
|
427,929
|
|
|
$
|
191,122
|
|
|
$
|
347,343
|
|
(1)
|
In
2012
, amount includes the purchase of barge assets for
$30.9 million
(see below for more information).
|
(2)
|
In
2012
, amount represents the investment to acquire from Marathon Oil Company interests in several Gulf of Mexico crude oil pipeline systems. In
2011
and
2010
, amounts represent the investment to acquire our interest in CHOPS.
|
(3)
|
Amount represents our investment in the SEKCO pipeline joint venture (see below for more information).
|
Distribution For
|
|
Date Paid
|
|
Per Unit
Amount
|
|
Total
Amount
|
||||
2010
|
|
|
|
|
|
|
||||
4
th
Quarter
|
|
February 14, 2011
|
|
$
|
0.4000
|
|
|
$
|
25,846
|
|
2011
|
|
|
|
|
|
|
||||
1
st
Quarter
|
|
May 13, 2011
|
|
$
|
0.4075
|
|
|
$
|
26,343
|
|
2
nd
Quarter
|
|
August 12, 2011
|
|
$
|
0.4150
|
|
|
$
|
29,878
|
|
3
rd
Quarter
|
|
November 14, 2011
|
|
$
|
0.4275
|
|
|
$
|
30,777
|
|
4
th
Quarter
|
|
February 14, 2012
|
|
$
|
0.4400
|
|
|
$
|
31,677
|
|
2012
|
|
|
|
|
|
|
||||
1
st
Quarter
|
|
May 15, 2012
|
|
$
|
0.4500
|
|
|
$
|
35,768
|
|
2
nd
Quarter
|
|
August 14, 2012
|
|
$
|
0.4600
|
|
|
$
|
36,563
|
|
3
rd
Quarter
|
|
November 14, 2012
|
|
$
|
0.4725
|
|
|
$
|
38,375
|
|
4
th
Quarter
|
|
February 14, 2013
|
(1)
|
$
|
0.4850
|
|
|
$
|
39,390
|
|
(1)
|
This distribution was paid on
February 14, 2013
to unitholders of record as of
February 1, 2013
.
|
|
Payments Due by Period
|
||||||||||||||||||
Commercial Cash Obligations and
Commitments
|
Less than
one year
|
|
1 - 3 years
|
|
3 - 5 Years
|
|
More than
5 years
|
|
Total
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
500,000
|
|
|
$
|
350,895
|
|
|
$
|
850,895
|
|
Estimated interest payable on long-term debt
(2)
|
48,813
|
|
|
97,625
|
|
|
88,502
|
|
|
26,581
|
|
|
261,521
|
|
|||||
Operating lease obligations
(3)
|
19,285
|
|
|
37,257
|
|
|
21,674
|
|
|
43,145
|
|
|
121,361
|
|
|||||
Unconditional purchase obligations
(4)
|
297,418
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
297,418
|
|
|||||
Other Cash Commitments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Asset retirement obligations
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
31,038
|
|
|
31,038
|
|
|||||
Total
|
$
|
365,516
|
|
|
$
|
134,882
|
|
|
$
|
610,176
|
|
|
$
|
451,659
|
|
|
$
|
1,562,233
|
|
(1)
|
Our credit facility allows us to repay and re-borrow funds at any time through the maturity date of
July 25, 2017
. Our senior unsecured notes are due
December 15, 2018
. In
February 2013
, we issued an additional
$350 million
in aggregate principal amount senior unsecured notes that mature in
February 2021
. The net proceeds were used for general partnership purposes, including to repay borrowings under our credit facility, which will result in extending the repayment of approximately $350 million of our long term debt obligations as of
February 2013
from the 3 to 5 year payment period to the more than 5 year payment period.
|
(2)
|
Interest on our long-term debt under our credit facility is at market-based rates. The interest rate on our senior unsecured notes is
7.875%
. The amount shown for interest payments represents the amount that would be paid if the debt outstanding at
December 31, 2012
under our credit facility remained outstanding through the final maturity date of
July 25, 2017
and interest rates remained at the
December 31, 2012
market levels through the final maturity date. Also included is the interest on our senior unsecured notes through the maturity date.
|
(3)
|
Includes operating lease obligations on approximately 400 rail cars which we expect to receive in 2013.
|
(4)
|
Unconditional purchase obligations include agreements to purchase goods and services that are enforceable and legally binding and specify all significant terms. Contracts to purchase crude oil and petroleum products are generally at market-based prices. For purposes of this table, estimated volumes and market prices at
December 31, 2012
were used to value those obligations. The actual physical volumes and settlement prices may vary from the assumptions used in the table. Uncertainties involved in these estimates include levels of production at the wellhead, changes in market prices and other conditions beyond our control.
|
(5)
|
Represents the estimated future asset retirement obligations on an undiscounted basis. The recorded asset retirement obligation on our balance sheet at
December 31, 2012
was
$12.7 million
and is further discussed in
Note 6
to our Consolidated Financial Statements.
|
|
Unit of
Measure
for Volume
|
|
Contract
Volumes
(in 000’s)
|
|
Unit of
Measure
for Price
|
|
Weighed
Average
Market
Price
|
|
Contract
Value
(in 000’s)
|
|
Mark-to
Market
Change
(in 000’s)
|
|
Settlement
Value
(in 000’s)
|
|||||||||
NYMEX Futures Contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Sell (Short) Contracts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Crude Oil
|
Bbl
|
|
316
|
|
|
Bbl
|
|
$
|
91.82
|
|
|
$
|
27,919
|
|
|
$
|
1,096
|
|
|
$
|
29,015
|
|
Heating Oil
|
Bbl
|
|
62
|
|
|
Gal
|
(1)
|
$
|
3.03
|
|
|
$
|
7,864
|
|
|
$
|
30
|
|
|
$
|
7,894
|
|
#6 Fuel Oil
|
Bbl
|
|
765
|
|
|
Bbl
|
|
$
|
94.65
|
|
|
$
|
70,666
|
|
|
$
|
1,741
|
|
|
$
|
72,407
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Buy (Long) Contracts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Crude Oil
|
Bbl
|
|
199
|
|
|
Bbl
|
|
$
|
91.84
|
|
|
$
|
17,842
|
|
|
$
|
434
|
|
|
$
|
18,276
|
|
#6 Fuel Oil
|
Bbl
|
|
160
|
|
|
Bbl
|
|
$
|
94.65
|
|
|
$
|
14,890
|
|
|
$
|
255
|
|
|
$
|
15,145
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
NYMEX Option Contracts
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Written Contracts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Crude Oil
|
Bbl
|
|
325
|
|
|
Bbl
|
|
$
|
1.24
|
|
|
$
|
523
|
|
|
$
|
(121
|
)
|
|
$
|
402
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Purchased Contracts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Crude Oil
|
Bbl
|
|
85
|
|
|
Bbl
|
|
$
|
0.58
|
|
|
$
|
46
|
|
|
$
|
3
|
|
|
$
|
49
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
NYMEX Swap Contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Crude Oil
|
Bbl
|
|
100
|
|
|
Bbl
|
|
$
|
17.94
|
|
|
$
|
1,725
|
|
|
$
|
69
|
|
|
$
|
1,794
|
|
(1)
|
Prices and volumes are presented as quoted on the NYMEX. To calculate the total contract value the price per unit in gallons should be multiplied by 42 gallons to convert into a price per barrel.
|
(2)
|
Weighted average premium received/paid.
|
Name
|
|
Age
|
|
Position
|
Grant E. Sims
|
|
57
|
|
Director, Chairman of the Board, and Chief Executive Officer
|
James E. Davison
|
|
75
|
|
Director
|
James E. Davison, Jr.
|
|
46
|
|
Director
|
Donald L. Evans
|
|
66
|
|
Director
|
Sharilyn S. Gasaway
|
|
44
|
|
Director
|
Kenneth M. Jastrow II
|
|
65
|
|
Director
|
Corbin J. Robertson III
|
|
42
|
|
Director
|
Steven R. Nathanson
|
|
57
|
|
President and Chief Operating Officer
|
Robert V. Deere
|
|
58
|
|
Chief Financial Officer
|
Paul A. Davis
|
|
49
|
|
Senior Vice President
|
Stephen M. Smith
|
|
36
|
|
Vice President
|
Karen N. Pape
|
|
54
|
|
Senior Vice President and Controller
|
•
|
Grant E. Sims, Chief Executive Officer;
|
•
|
Steven R. Nathanson, President and Chief Operating Officer;
|
•
|
Robert V. Deere, Chief Financial Officer;
|
•
|
Paul A. Davis, Senior Vice President; and
|
•
|
Stephen M. Smith, Vice President
|
•
|
encourage our executives to build and operate the partnership in a way that is aligned with our common unitholders’ interests, focusing on maximizing cash distributions and growth in the asset base with an emphasis on maintaining a focus on the long-term stability of the enterprise so as to not promote inappropriate risk taking;
|
•
|
offer near-term and long-term opportunities that are consistent with industry norms; and
|
•
|
provide appropriate levels of retention to the executive team to ensure long-term continuity and stability for the successful execution of key growth initiatives and projects.
|
•
|
annual cash base salary
|
•
|
discretionary annual cash bonus awards
|
•
|
annual grants under long-term incentive arrangements
|
|
2012
|
Name
|
Bonus Target
(% of base salary)
|
Grant E. Sims
|
100%
|
Steven R. Nathanson
|
100%
|
Robert V. Deere
|
50%
|
Paul A. Davis
|
100%
|
Stephen M. Smith
|
100%
|
•
|
the company has strong internal financial controls;
|
•
|
base salaries are consistent with employees’ responsibilities so that they are not motivated to take excessive risks to achieve a reasonable level of financial security;
|
•
|
the determination of incentive awards is based on a review of a variety of indicators of performance as well as a meaningful subjective assessment of personal performance, thus diversifying the risk associated with any single indicator of performance;
|
•
|
goals are appropriately set to avoid targets that, if not achieved, result in a large percentage loss of compensation;
|
•
|
incentive awards are capped by the G&C Committee;
|
•
|
compensation decisions include discretionary authority to adjust annual awards and payments, which further reduces any business risk associated with our plans; and
|
•
|
long-term incentive awards are designed to provide appropriate awards for dedication to a corporate strategy that delivers long-term returns to unitholders.
|
Name & Principal Position
|
Year
|
|
Salary ($)
|
|
Bonus ($) (1)
|
|
Stock
Awards ($) (2)
|
|
All Other
Compensation ($) (4)
|
|
Total ($)
|
||||||||||
Grant E. Sims
|
2012
|
|
$
|
492,308
|
|
|
$
|
425,000
|
|
|
$
|
1,198,716
|
|
|
$
|
147,882
|
|
|
$
|
2,263,906
|
|
Chief Executive Officer
|
2011
|
|
460,962
|
|
|
450,000
|
|
|
839,346
|
|
|
74,978
|
|
|
1,825,286
|
|
|||||
(Principal Executive Officer)
|
2010
|
|
440,000
|
|
|
446,200
|
|
|
4,186,488
|
|
|
72,262
|
|
|
5,144,950
|
|
|||||
Steven R. Nathanson
|
2012
|
|
361,154
|
|
|
375,000
|
|
|
556,336
|
|
|
94,671
|
|
|
1,387,161
|
|
|||||
President and
|
2011
|
|
323,654
|
|
|
420,000
|
|
|
499,807
|
|
|
58,087
|
|
|
1,301,548
|
|
|||||
Chief Operating Officer
|
2010
|
|
320,067
|
|
|
320,100
|
|
|
2,259,069
|
|
|
66,187
|
|
|
2,965,423
|
|
|||||
Robert V. Deere
|
2012
|
|
433,846
|
|
|
200,000
|
|
|
468,817
|
|
|
77,737
|
|
|
1,180,400
|
|
|||||
Chief Financial Officer
|
2011
|
|
411,923
|
|
|
130,000
|
|
|
424,085
|
|
|
37,285
|
|
|
1,003,293
|
|
|||||
(Principal Financial Officer)
|
2010
|
|
413,167
|
|
|
101,850
|
|
|
805,066
|
|
|
61,696
|
|
|
1,381,779
|
|
|||||
Paul A. Davis
(3)
|
2012
|
|
215,385
|
|
|
200,000
|
|
|
500,000
|
|
|
10,581
|
|
|
925,966
|
|
|||||
Senior Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Stephen M. Smith
|
2012
|
|
240,769
|
|
|
250,000
|
|
|
332,973
|
|
|
56,343
|
|
|
880,085
|
|
|||||
Vice President
|
2011
|
|
209,231
|
|
|
220,000
|
|
|
222,149
|
|
|
23,091
|
|
|
674,471
|
|
|||||
|
2010
|
|
226,247
|
|
|
194,000
|
|
|
1,097,914
|
|
|
38,766
|
|
|
1,556,927
|
|
(1)
|
Bonuses are paid in March of the following year (e.g., the bonuses with respect to
2012
will be paid in
March 2013
).
|
(2)
|
The amounts shown in this column represent the aggregate grant date fair value for each NEO’s phantom units granted in
2011
and
2012
under our 2010 Long-Term Incentive Plan, excluding the amount shown for Mr. Davis. The amount for Mr. Davis represents the grant date fair value of an award of
12,206
Class A Units and
2,946
Waiver Units issued on the first day of Mr. Davis' employment in
March 2012
. Amounts in 2010 also include the aggregate grant date fair value for each NEO’s Series B Award. The Series B Awards provided for the conversion into Series A units in our general partner under certain conditions. These awards were ultimately exchanged for our Class A Units and Waiver Units in connection with our IDR Restructuring. For additional information on these awards and our IDR Restructuring see
Note 15
to our Consolidated Financial Statements in Item 8. The grant date fair value of each award was determined in accordance with accounting guidance for equity-based compensation and is based on the probable outcome of any underlying performance conditions. Assumptions used in the calculation of these amounts are included in
Note 15
to our Consolidated Financial Statements in Item 8.
|
(3)
|
Mr. Davis became an executive officer of our general partner in
March 2012
.
|
(4)
|
The following table presents the components of "All Other Compensation" for each NEO for the year ended
December 31, 2012
.
|
|
|
||||||||||||||
Name
|
401(k) Matching
and Profit
Sharing
Contributions (a)
|
|
Insurance
Premiums
(b)
|
|
Other
Compensation
(c)
|
|
Totals
|
||||||||
Grant E. Sims
|
$
|
7,500
|
|
|
$
|
2,700
|
|
|
$
|
137,682
|
|
|
$
|
147,882
|
|
Steven R. Nathanson
|
$
|
20,515
|
|
|
$
|
2,700
|
|
|
$
|
71,456
|
|
|
$
|
94,671
|
|
Robert V. Deere
|
$
|
17,654
|
|
|
$
|
2,700
|
|
|
$
|
57,383
|
|
|
$
|
77,737
|
|
Paul A. Davis
|
$
|
9,046
|
|
|
$
|
1,535
|
|
|
$
|
—
|
|
|
$
|
10,581
|
|
Stephen M. Smith
|
$
|
20,700
|
|
|
$
|
2,183
|
|
|
$
|
33,460
|
|
|
$
|
56,343
|
|
(a)
|
Contributions by us to our 401(k) plan on each NEO’s behalf.
|
(b)
|
Term life insurance premiums paid by us on each NEO’s behalf.
|
(c)
|
This column includes cash distributions paid in connection with granted DERs.
|
|
|
|
|
Estimated Future Payouts Under
|
|
|
|
|
|||||||||||
|
|
|
|
Equity Incentive Plan Awards
(1)
|
|
|
|
|
|||||||||||
Name
|
|
Grant Date
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Market Price of Common Units on Award Date
(2)
|
|
Grant Date Fair Value of Stock and Option Awards
(3)
|
|||||||
Grant E. Sims
|
|
4/10/2012
|
|
19,100
|
|
|
38,200
|
|
|
57,300
|
|
|
$
|
29.45
|
|
|
$
|
1,198,716
|
|
Steven R. Nathanson
|
|
4/10/2012
|
|
8,865
|
|
|
17,729
|
|
|
26,594
|
|
|
$
|
29.45
|
|
|
$
|
556,336
|
|
Robert V. Deere
|
|
4/10/2012
|
|
7,470
|
|
|
14,940
|
|
|
22,410
|
|
|
$
|
29.45
|
|
|
$
|
468,817
|
|
Stephen M. Smith
|
|
4/10/2012
|
|
5,306
|
|
|
10,611
|
|
|
15,917
|
|
|
$
|
29.45
|
|
|
$
|
332,973
|
|
(1)
|
Represents the number of phantom units that each NEO can earn of grant awarded on
April 10, 2012
, if the company meets certain performance conditions (threshold, target and maximum) during the
fourth quarter of 2014
. Upon achieving either the threshold, target or maximum levels during the
fourth quarter of 2014
the NEO earns either
50%
of the initial grant,
100%
of the initial grant or
150%
of the initial grant, respectively. The target level represents the number of phantom units initially issued on the grant date. The performance targets are as follows: (i) at threshold, if the quarterly cash distribution on the common units is
$0.49
per unit,
50%
of the phantom units granted will vest and the remainder will be forfeited; (ii) at target, if the quarterly cash distribution on the common units is
$0.53
per unit,
100%
of the phantom units granted will vest; or (iii) at maximum, if the quarterly cash distribution on the common units is
$0.57
per unit or greater,
150%
of the phantom units granted will vest. Should the quarterly cash distribution on the common units fall between the range of
$0.49
per unit and
$0.57
per unit, the phantom units will vest between
50%
and
150%
of the number granted on a proportionately adjusted basis (for example, if the quarterly cash distribution on the common units is $0.51 per unit, 75% of the phantom units granted will vest or if the quarterly cash distribution on the common units is $0.55 per unit, 125% of the phantom units granted will vest). If the quarterly cash distribution is below
$0.49
per unit for the
fourth quarter of 2014
, all of the phantom units granted will be forfeited.
|
(2)
|
Represents the closing market price of our common units on the date of the phantom unit award on
April 10, 2012
.
|
(3)
|
The amounts in this column for each NEO represent the fair value of the award on the date of the grant, based on a target performance payout (as calculated in accordance with accounting guidance for equity-based compensation) using the twenty day average closing price of our common units through the date of grant (
$31.38
).
|
•
|
“Cause” means, in general, if an executive commits willful fraud or theft of our assets, is convicted of a felony or crime of moral turpitude, materially violates certain provisions of his employment agreement, substantially fails to perform, is grossly negligent, acts with willful misconduct, acts in a way materially injurious to us, willfully
|
•
|
“Good reason” means, in general, an executive's duties, responsibilities, base salary, or benefits are materially diminished, if either our principal executive office or that executive is based anywhere outside of metropolitan Houston without his consent, if our general partner fails to make a material payment under, or perform a material provision of, his employment agreement, or our general partner amends or changes certain equity interests in a manner that materially and adversely affects the executive's right to distributions or redemptions payable because of such amendment or change, subject to certain exceptions.
|
•
|
“Disability” means, in general, if the executive has been absent from his duties with us on a full-time basis for 180 out of any 220 consecutive calendar days as a result of incapacity due to mental or physical illness or injury that is determined to be total and permanent by a selected physician or if the Social Security Administration has determined that executive is totally disabled.
|
|
|
Stock Appreciation Rights
|
|
Stock Awards
|
||||||||||||||
Name
|
Grant Date
|
Number of Securities Underlying Stock Appreciation Rights Exercisable (#) (1)
|
Stock Appreciation Rights Exercise Price ($)
|
Stock Appreciation Rights Expiration Date
|
|
Number of Phantom Units That Have Not Vested (#) (2)
|
Market Value of Phantom Units That Have Not Vested ($) (3)
|
Equity Incentive Plan Awards: Number of Unearned Phantom Units That Have Not Vested (#) (4)
|
Equity Incentive Plan Awards: Market Value of Unearned Phantom Units That Have Not Vested ($) (3)
|
|||||||||
Grant E. Sims
|
4/10/2012
|
|
|
|
|
|
|
19,100
|
|
$
|
667,020
|
|
||||||
|
4/29/2011
|
|
|
|
|
|
|
14,887
|
|
$
|
519,891
|
|
||||||
|
4/20/2010
|
|
|
|
|
16,795
|
|
$
|
586,523
|
|
|
|
||||||
Steven R. Nathanson
|
4/10/2012
|
|
|
|
|
|
|
8,865
|
|
$
|
309,588
|
|
||||||
|
4/29/2011
|
|
|
|
|
|
|
8,865
|
|
$
|
309,588
|
|
||||||
|
4/20/2010
|
|
|
|
|
8,030
|
|
$
|
280,428
|
|
|
|
||||||
|
2/14/2008
|
16,465
|
|
$
|
20.92
|
|
2/14/2018
|
|
|
|
|
|
||||||
Robert V. Deere
|
4/10/2012
|
|
|
|
|
|
|
7,470
|
|
$
|
260,871
|
|
||||||
|
4/29/2011
|
|
|
|
|
|
|
7,522
|
|
$
|
262,687
|
|
||||||
|
4/20/2010
|
|
|
|
|
5,110
|
|
$
|
178,454
|
|
|
|
||||||
Stephen M. Smith
|
4/10/2012
|
|
|
|
|
|
|
5,306
|
|
$
|
185,299
|
|
||||||
|
4/29/2011
|
|
|
|
|
|
|
3,940
|
|
$
|
137,595
|
|
||||||
|
4/20/2010
|
|
|
|
|
2,430
|
|
$
|
84,862
|
|
|
|
(1)
|
All rights in this column were vested at
December 31, 2012
.
|
(2)
|
The phantom unit awards granted in
2010
vest on
April 20, 2013
.
|
(3)
|
The amounts in this column were calculated by multiplying the closing market price of our units using the twenty day average at year-end by the number of applicable units outstanding.
|
(4)
|
The number of performance units reflected in the table assumes a threshold performance payout during the
fourth quarter of 2013
for units granted on
April 29, 2011
and the
fourth quarter of 2014
for units granted on
April 10, 2012
(at which
50%
of the initial phantom units awarded will vest on the third year anniversary from the date of grant). The phantom units will vest at the end of three years between
50%
and
150%
of the number granted, if certain quarterly cash distribution target levels for the
fourth quarter of 2013
and
fourth quarter of 2014
are achieved.
|
•
|
“Cause” means, in general, if the executive commits theft, embezzlement, forgery, any other act of dishonesty relating the executive’s employment or violates our policies or any law, rule, or regulation applicable to us, is convicted of a felony or lesser crime having as its predicate element fraud, dishonesty, or misappropriation, fails to perform his duties under the employment agreement or commits an act or intentionally fails to act, which act or failure to act amounts to gross negligence or willful misconduct.
|
•
|
“Change of control” means, in general, any sale of equity of us or our general partner or substantially all of the assets of us or our general partner, merger, conversion or consolidation of us or our general partner, or other event that, in each case, results in any person or entity (or other persons or entities acting in concert) having the ability to elect a majority of the members of our board of directors.
|
•
|
“Cause” means, in general, if the executive commits theft, embezzlement, forgery, any other act of dishonesty relating the executive’s employment or violates our policies or any law, rule, or regulation applicable to us, is convicted of a felony or lesser crime having as its predicate element fraud, dishonesty, or misappropriation, fails to perform his duties under the employment agreement or commits an act or intentionally fails to act, which act or failure to act amounts to gross negligence or willful misconduct.
|
•
|
“Change of control” means, in general, any sale of equity of us or our general partner or substantially all of the assets of us or our general partner, merger, conversion or consolidation of us or our general partner, or other event that, in each case, results in any person or entity (or other persons or entities acting in concert) having the ability to elect a majority of the members of our board of directors.
|
|
Grant E. Sims
|
|
Steven R.
Nathanson
|
|
Robert V. Deere
|
|
Paul A. Davis
|
||||||||
Severance pursuant to employment agreement
|
$
|
500,000
|
|
|
$
|
375,000
|
|
|
$
|
440,000
|
|
|
$
|
1,120,000
|
|
Healthcare
|
24,180
|
|
|
20,551
|
|
|
30,826
|
|
|
30,826
|
|
||||
Total
|
$
|
524,180
|
|
|
$
|
395,551
|
|
|
$
|
470,826
|
|
|
$
|
1,150,826
|
|
Grant E. Sims
|
$
|
2,960,310
|
|
Steven R. Nathanson
|
$
|
1,518,710
|
|
Robert V. Deere
|
$
|
1,225,535
|
|
Stephen A. Smith
|
$
|
730,614
|
|
|
Grant E.
Sims
|
|
Steven R.
Nathanson
|
|
Robert V.
Deere
|
|
Paul A. Davis
|
|
Stephen M. Smith
|
||||||||||
Severance pursuant to employment agreement
|
$
|
1,500,000
|
|
|
$
|
375,000
|
|
|
$
|
1,320,000
|
|
|
$
|
1,026,667
|
|
|
$
|
—
|
|
Healthcare
|
24,180
|
|
|
20,551
|
|
|
30,826
|
|
|
30,826
|
|
|
—
|
|
|||||
Cash payment for vested phantom units under 2010 LTIP
|
2,960,310
|
|
|
1,518,710
|
|
|
1,225,535
|
|
|
—
|
|
|
730,614
|
|
|||||
Total
|
$
|
4,484,490
|
|
|
$
|
1,914,261
|
|
|
$
|
2,576,361
|
|
|
$
|
1,057,493
|
|
|
$
|
730,614
|
|
|
Fees Earned or Paid in Cash ($) (1)
|
|
Stock
Awards
($) (2) (3)
|
|
All Other
Compensation
($) (4)
|
|
Total
|
||||||||
Current Directors
|
|
|
|
|
|
|
|
||||||||
James E. Davison
|
$
|
77,000
|
|
|
$
|
75,000
|
|
|
$
|
13,096
|
|
|
$
|
165,096
|
|
James E. Davison, Jr.
|
$
|
77,000
|
|
|
$
|
75,000
|
|
|
$
|
13,096
|
|
|
$
|
165,096
|
|
Donald L. Evans
(6)
|
$
|
78,500
|
|
|
$
|
75,000
|
|
|
$
|
13,096
|
|
|
$
|
166,596
|
|
Sharilyn S. Gasaway
|
$
|
96,000
|
|
|
$
|
85,000
|
|
|
$
|
14,836
|
|
|
$
|
195,836
|
|
Kenneth M. Jastrow II
|
$
|
85,625
|
|
|
$
|
80,625
|
|
|
$
|
13,878
|
|
|
$
|
180,128
|
|
Corbin J. Robertson III
(6)
|
$
|
77,125
|
|
|
$
|
75,625
|
|
|
$
|
13,104
|
|
|
$
|
165,854
|
|
Former Directors
(5)
|
|
|
|
|
|
|
|
||||||||
S. James Nelson
|
$
|
69,625
|
|
|
$
|
60,625
|
|
|
$
|
9,913
|
|
|
$
|
140,163
|
|
William K. Robertson
(6)
|
$
|
58,250
|
|
|
$
|
56,250
|
|
|
$
|
9,289
|
|
|
$
|
123,789
|
|
Robert C. Sturdivant
(6)
|
$
|
58,250
|
|
|
$
|
56,250
|
|
|
$
|
9,289
|
|
|
$
|
123,789
|
|
Carl A. Thomason
|
$
|
64,875
|
|
|
$
|
56,875
|
|
|
$
|
9,299
|
|
|
$
|
131,049
|
|
(1)
|
Amounts include annual retainer fees and fees for attending meetings.
|
(2)
|
Amounts in this column represent the fair value of the awards of phantom units under our 2010 LTIP on the date of grant, as calculated in accordance with accounting guidance for equity-based compensation.
|
(3)
|
Outstanding awards to directors at
December 31, 2012
consist of phantom units granted under our 2010 LTIP and stock appreciation rights pursuant to our Stock Appreciation Rights Plan. Messrs. James Davison and James Davison, Jr. each hold
8,057
outstanding phantom units and
1,000
stock appreciation rights. Messrs. Evans, Jastrow, C. Robertson and Ms. Gasaway hold
8,057
,
8,612
,
8,075
, and
9,128
outstanding phantom units, respectively.
|
(4)
|
Amounts in this column represent the amounts paid for tandem DERs related to outstanding phantom units granted under our 2010 LTIP.
|
(5)
|
In
October 2012
, certain directors resigned from the board of directors of our general partner. In connection with those directors' resignations, we paid Messrs. Nelson, W. Robertson, Sturdivant and Thomason
$268,750
,
$251,392
,
$251,392
and
$252,129
, respectively, related to phantom units granted under our 2010 LTIP that were outstanding as of
September 30, 2012
. Proceeds from the phantom units held by Messrs. W. Robertson and Sturdivant were paid to an affiliate of Quintana.
|
(6)
|
Prior to
September 30, 2012
, all fees paid and amounts paid for DERs related to phantom unit awards for these directors were paid to an affiliate of Quintana. After
September 30, 2012
, all fees paid and amounts paid for DERs related to phantom unit awards for Messrs. Evans and C. Robertson, were paid directly to the individuals.
|
|
Number of securities
remaining available for
future issuance under
equity compensation plans
|
Equity Compensation plans approved by security holders:
|
|
2007 Long-term Incentive Plan (2007 LTIP)
|
832,928
|
|
|
Class A Common Units
|
|
Class B Common Units
|
|
Class 3 Waiver Units
|
|
Class 4 Waiver Units
|
||||||||||||||||
Name and Address of Beneficial Owner
|
|
Amount and Nature of Beneficial Ownership
(1)
|
|
Percent of Class
|
|
Amount and Nature of Beneficial Ownership
|
|
Percent of Class
|
|
Amount and Nature of Beneficial Ownership
|
|
Percent of Class
|
|
Amount and Nature of Beneficial Ownership
|
|
Percent of Class
|
||||||||
James E. Davison
|
|
3,536,256
|
|
(2)
|
4.4
|
%
|
|
9,453
|
|
|
23.6
|
%
|
|
91,823
|
|
|
5.3
|
%
|
|
91,823
|
|
|
5.3
|
%
|
James E. Davison, Jr.
|
|
5,140,286
|
|
(3)
|
6.3
|
%
|
|
13,648
|
|
|
34.1
|
%
|
|
91,823
|
|
(4)
|
5.3
|
%
|
|
91,823
|
|
(4)
|
5.3
|
%
|
Donald L. Evans
(5)
|
|
44,451
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
7,652
|
|
|
*
|
|
|
7,652
|
|
|
*
|
|
Sharilyn S. Gasaway
|
|
238,839
|
|
|
*
|
|
|
1,081
|
|
|
2.7
|
%
|
|
15,303
|
|
|
*
|
|
|
15,303
|
|
|
*
|
|
Kenneth M. Jastrow II
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Corbin J. Robertson III
|
|
1,590,765
|
|
(6)
|
2.0
|
%
|
|
—
|
|
|
—
|
|
|
110,401
|
|
(7)
|
6.4
|
%
|
|
110,401
|
|
(7)
|
6.4
|
%
|
Grant E. Sims
|
|
2,591,029
|
|
(8)
|
3.2
|
%
|
|
7,087
|
|
|
17.7
|
%
|
|
198,459
|
|
|
11.4
|
%
|
|
198,459
|
|
|
11.4
|
%
|
Steven R. Nathanson
|
|
854,307
|
|
(9)
|
1.1
|
%
|
|
—
|
|
|
—
|
|
|
53,944
|
|
|
3.1
|
%
|
|
53,944
|
|
|
3.1
|
%
|
Robert V. Deere
|
|
653,637
|
|
|
*
|
|
|
1,052
|
|
|
2.6
|
%
|
|
48,675
|
|
|
2.8
|
%
|
|
48,675
|
|
|
2.8
|
%
|
Paul A. Davis
|
|
13,188
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
982
|
|
|
*
|
|
|
982
|
|
|
*
|
|
Stephen M. Smith
|
|
362,200
|
|
(10)
|
*
|
|
|
—
|
|
|
—
|
|
|
26,972
|
|
|
1.6
|
%
|
|
26,972
|
|
|
1.6
|
%
|
Karen N. Pape
|
|
134,323
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
8,904
|
|
|
*
|
|
|
8,904
|
|
|
*
|
|
All directors and executive officers as a group (12 in total)
|
|
15,159,281
|
|
|
18.7
|
%
|
|
32,321
|
|
|
80.8
|
%
|
|
654,938
|
|
|
37.7
|
%
|
|
654,938
|
|
|
37.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Steven K. Davison
|
|
2,785,195
|
|
(11)
|
3.4
|
%
|
|
7,676
|
|
|
19.2
|
%
|
|
91,822
|
|
(12)
|
5.3
|
%
|
|
91,822
|
|
(12)
|
5.3
|
%
|
*
|
Less than 1%
|
(1)
|
The Class B Common Units, which are included in the Class A Common Unit total, are identical to the Class A Common Units and, accordingly, have voting and distribution rights equivalent to those of the Class A Common Units, and, in addition, the Class B Common Units have the right to elect all of our board of directors and are convertible into Class A Common Units under certain circumstances, subject to certain exceptions.
|
(2)
|
Mr. Davison pledged 1,049,406 of these Class A Common Units as collateral for a loan from a bank. James E. Davison is the sole stockholder of Davison Terminal Service, Inc., which directly owns
1,010,835
Class A Common Units.
|
(3)
|
Mr. Davison, Jr. pledged 2,972,711 of these Class A Common Units as collateral for a loan from a bank.
1,155,737
of these Class A Common Units are held by trusts for Mr. Davison's children.
187,856
of these Class A Common Units are held by the James E. and Margaret A. B. Davison Special Trust.
|
(4)
|
91,823
of each class of our outstanding Waiver Units are held by trusts for Mr. Davison's children.
|
(5)
|
Mr. Evans is a member of the board of managers of QEP Management Co. GP, LLC, a Delaware limited liability company (“Management Co GP”), a member of the board of directors and senior partner of Quintana Capital Group GP, Ltd., a Cayman Islands company (“QCG GP”), and partner of Quintana Capital Group II, L.P., a Cayman Islands limited partnership (“QCG II”); Each of Quintana Energy Partners II, L.P., a Cayman Islands limited partnership (“QEP II”), and QEP II Genesis TE Holdco, LP, a Delaware limited partnership (“Holdco”), has (i) QCG II as its general partner (with QCG GP as the general partner of QCG II), (ii) management services provided by QEP Management Co., L.P., a Delaware limited partnership (“QEP Management”) (with Management Co GP as the general partner of QEP Management) and (iii) membership interests in Q GEI. Mr. Robertson, III is the chief executive officer, president and a member of the board of managers of Q GEI, a manager of Management Co GP, a member of the board of directors and managing director of QCP GP, a member of Q GEI and a partner in QCG II; The Corbin J. Robertson III 2009 Family Trust is a member of Q GEI. Each such person disclaims beneficial ownership of all the units reported by such entities.
|
(6)
|
Mr. C. Robertson pledged 1,300,000 of these Class A Common Units as collateral for a loan from a bank. Includes
172,951
Class A Common Units held by The Corbin J. Robertson III 2009 Family Trust and
5,743
Class A Common Units held by Corby & Brooke Robertson 2006 Family Trust.
|
(7)
|
The Corbin J. Robertson III 2009 Family Trust holds
12,917
of each class of our outstanding Waiver Units and Mr. C. Robertson III holds
97,484
of each class of our outstanding Waiver Units.
|
(8)
|
Mr. Sims pledged 866,334 of these Class A Common Units as collateral for a loan from a bank. Includes
1,000
Class A Common Units held by Mr. Sims’ father, of which Mr. Sims disclaims beneficial ownership.
|
(9)
|
Includes
291,208
Class A Common Units held in trusts in the names of Mr. Nathanson's children, of which Mr. Nathanson disclaims beneficial ownership.
|
(10)
|
Includes 100,000 Class A Common Units that are held in a margin brokerage account.
|
(11)
|
Includes
132,245
Class A Common units held by the Steven Davison Family Trust.
|
(12)
|
The Steven Davison Family Trust holds
22,848
of each class of our outstanding Waiver Units and Mr. S. Davison holds
68,974
of each class of our outstanding Waiver Units. The mailing address for Mr. S. Davison is 2000 Farmerville Highway, Ruston, Louisiana, 71270.
|
•
|
would evaluate and, where appropriate, negotiate certain material terms of the proposed transaction;
|
•
|
may engage an independent legal counsel and, if it deems appropriate, an independent financial adviser to assist with its evaluation of the proposed transaction; and
|
•
|
would determine whether to reject or approve and recommend the proposed transaction.
|
|
2012
|
|
2011
|
||||
|
(in thousands)
|
||||||
Audit Fees
(1)
|
$
|
2,524
|
|
|
$
|
2,555
|
|
Audit-Related Fees
(2)
|
20
|
|
|
220
|
|
||
Tax Fees
(3)
|
768
|
|
|
938
|
|
||
All Other Fees
(4)
|
4
|
|
|
4
|
|
||
Total
|
$
|
3,316
|
|
|
$
|
3,717
|
|
(1)
|
Includes fees for the annual audit and quarterly reviews (including internal control evaluation and reporting), SEC registration statements and accounting and financial reporting consultations and research work regarding Generally Accepted Accounting Principles.
|
(2)
|
Includes fees related to (i) reviewing our documentation of controls and process for conversion related to our project to upgrade our information technology systems and (ii) review of correspondence with the SEC.
2011
also includes fees for the audit of our employee benefit plan.
|
(3)
|
Includes fees for tax return preparation and tax consultations.
|
(4)
|
Includes fees associated with licenses for accounting research software.
|
|
2.1
|
|
Purchase and Sale Agreement by and between Valero Energy Corporation, Valero Services, Inc., Valero Unit Investments, LLC, Genesis Energy, LP, Genesis CHOPS I, LLC and Genesis CHOPS II, LLC dated October 22, 2010 (incorporated by reference to Exhibit 2.2 to Form 10-Q for the quarter ended September 30, 2010).
|
|
2.2
|
|
Agreement and Plan of Merger by and among Genesis Energy, L.P., Genesis Acquisition, LLC and Genesis Energy, LLC dated as of December 28, 2010 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated January 3, 2011, File No. 001-12295).
|
|
2.3
|
|
Purchase and Sale Agreement by and among Florida Marine Transporters, Inc., FMT Heavy Oil Transportation, LLC, FMT Industries, LLC, JAR Assets, Inc., Pasentine Family Enterprises, LLC, PBC Management, Inc., and GEL Marine, LLC dated June 24, 2011 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated June 30, 2011, File No. 001-12295).
|
|
2.4
|
|
Purchase and Sale Agreement, dated October 28, 2011, by and between Marathon Oil Company and Genesis Energy, L.P. regarding interest in Poseidon Oil Pipeline Company, L.L.C. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated January 9, 2012, File No. 001-12295).
|
|
2.5
|
|
Purchase and Sale Agreement, dated October 28, 2011, by and between Marathon Oil Company and Genesis Energy, L.P. regarding interest in Odyssey Pipeline L.L.C. (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K dated January 9, 2012, File No. 001-12295).
|
|
2.6
|
|
Purchase and Sale Agreement, dated October 28, 2011, by and between Marathon Oil Company and Genesis Energy, L.P. regarding interests in Eugene Island Pipeline System and certain related pipelines (incorporated by reference to Exhibit 2.3 to the Company’s Current Report on Form 8-K dated January 9, 2012, File No. 001-12295).
|
|
2.7
|
|
Purchase and Sale Agreement between Denbury Onshore, LLC and Genesis Free State Pipeline, LLC dated May 30, 2008 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated June 5, 2008, File No. 001-12295).
|
|
3.1
|
|
Certificate of Limited Partnership of Genesis Energy, L.P. (incorporated by reference to Exhibit 3.1 to Amendment No. 2 of the Registration Statement on Form S-1, File No. 333-11545).
|
|
3.2
|
|
Amendment to the Certificate of Limited Partnership of Genesis Energy, L.P. (incorporated by reference to Exhibit 3.2 to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011, File No. 001-12295).
|
|
3.3
|
|
Fifth Amended and Restated Agreement of Limited Partnership of Genesis Energy, L.P. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated January 3, 2011, File No. 001-12295).
|
|
3.4
|
|
Certificate of Conversion of Genesis Energy, Inc., a Delaware corporation, into Genesis Energy, LLC, a Delaware limited liability company (incorporated by reference to Exhibit 3.1 to Form 8-K dated January 7, 2009, File No. 001-12295).
|
|
3.5
|
|
Certificate of Formation of Genesis Energy, LLC (formerly Genesis Energy, Inc.) (incorporated by reference to Exhibit 3.2 to Form 8-K dated January 3, 2011, File No. 001-12295).
|
|
3.6
|
|
Second Amended and Restated Limited Liability Company Agreement of Genesis Energy, LLC dated December 28, 2010 (incorporated by reference to Exhibit 3.2 to Form 8-K dated January 3, 2011, File No. 001-12295).
|
|
4.1
|
|
Form of Unit Certificate of Genesis Energy, L.P. (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, File No. 001-12295).
|
|
4.2
|
|
Indenture dated November 18, 2010 among Genesis Energy, L.P., Genesis Energy Finance Corporation, certain subsidiary guarantors named therein and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated November 23, 2010, File No. 001-12295).
|
|
4.3
|
|
Supplemental Indenture, dated as of November 24, 2010, by and among Genesis Energy, L.P., Genesis Energy Finance Corporation, the Guarantors named therein and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-4 dated September 26, 2011, File No. 333-177012).
|
|
4.4
|
|
Second Supplemental Indenture, dated as of December 27, 2010, by and among Genesis Energy, L.P., Genesis Energy Finance Corporation, the Guarantors named therein and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-4 dated September 26, 2011, File No. 333-177012).
|
|
4.5
|
|
Third Supplemental Indenture, dated as of February 28, 2011, by and among Genesis Energy, L.P., Genesis Energy Finance Corporation, the Guarantors named therein and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-4 dated September 26, 2011, File No. 333-177012).
|
|
4.6
|
|
Fourth Supplemental Indenture, dated as of June 30, 2011, by and among Genesis Energy, L.P., Genesis Energy Finance Corporation, the Guarantors named therein and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-4 dated September 26, 2011, File No. 333-177012).
|
|
4.7
|
|
Fifth Supplemental Indenture, dated as of September 13, 2011, by and among Genesis Energy, L.P., Genesis Energy Finance Corporation, the Guarantors named therein and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.6 to the Company’s Registration Statement on Form S-4 dated September 26, 2011, File No. 333-177012).
|
|
4.8
|
|
Sixth Supplemental Indenture, dated as of September 22, 2011, by and among Genesis Energy, L.P., Genesis Energy Finance Corporation, the Guarantors named therein and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.7 to the Company’s Registration Statement on Form S-4 dated September 26, 2011, File No. 333-177012).
|
|
4.9
|
|
Seventh Supplemental Indenture, dated as of December 5, 2011, by and among Genesis Energy, L.P., Genesis Energy Finance Corporation, the Guarantors named therein and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.9 to Form 10-K filed on February 29, 2012, File No. 001-12295)
|
|
4.10
|
|
Eighth Supplemental Indenture, dated as of January 3, 2012, by and among Genesis Energy, L.P., Genesis Energy Finance Corporation, the Guarantors named therein and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.10 to Form 10-K filed on February 29, 2012, File No. 001-12295)
|
|
4.11
|
|
Ninth Supplemental Indenture, dated as of January 27, 2012, by and among Genesis Energy, L.P., Genesis Energy Finance Corporation, the Guarantors named therein and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.11 to Form 10-K filed on February 29, 2012, File No. 001-12295)
|
*
|
4.12
|
|
Tenth Supplemental Indenture, dated as of December 6, 2012, by and among Genesis Energy, L.P., Genesis Energy Finance Corporation, the Guarantors named therein and U.S. Bank National Association, as trustee.
|
*
|
4.13
|
|
Eleventh Supplemental Indenture, dated as of January 28, 2013, by and among Genesis Energy, L.P., Genesis Energy Finance Corporation, the Guarantors named therein and U.S. Bank National Association, as trustee.
|
|
4.14
|
|
Registration Rights Agreement, dated as of December 28, 2010, by and among Genesis Energy, L.P. and the former unitholders of Genesis Energy, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 3, 2011, File No. 001-12295).
|
|
4.15
|
|
Registration Rights Agreement dated February 1, 2012 among Genesis Energy L.P., Genesis Energy Finance Corporation, certain subsidiary guarantors named therein and Deutsche Bank Securities Inc., BMO Capital Markets Corp., Citigroup Global Markets Inc., RBC Capital Markets, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the initial purchasers (incorporated by reference to the Company’s Current Report in Form 8-K dated February 2, 2012, File No. 001-12295).
|
|
4.16
|
|
Registration Rights Agreement dated February 8, 2013 among Genesis Energy, L.P., Genesis Energy Finance Corporation, certain subsidiary guarantors named therein and Wells Fargo Securities, LLC, as representative of the initial purchasers (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated February 11, 2013, File No. 001-12295).
|
|
4.17
|
|
Davison Registration Rights Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated July 31, 2007, File No. 001-12295).
|
|
4.18
|
|
Amendment No. 1 to the Davison Registration Rights Agreement dated November 16, 2007 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on to Form 8-K dated November 16, 2007, File No. 001-12295).
|
|
4.19
|
|
Amendment No. 2 to the Davison Registration Rights Agreement dated December 6, 2007 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 12, 2007, File No. 001-12295).
|
|
4.20
|
|
Amendment No. 3 to the Davison Registration Rights Agreement, dated as of December 28, 2010 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated January 3, 2011, File No. 001-12295).
|
|
4.21
|
|
Unitholder Rights Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K dated July 31, 2007, File No. 001-12295).
|
|
4.22
|
|
Amendment No. 1 to the Unitholder Rights Agreement dated October 15, 2007 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated October 19, 2007, File No. 001-12295).
|
|
4.23
|
|
Amendment No. 2 to the Unitholder Rights Agreement dated December 28, 2010 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated January 3, 2011, File No. 001-12295).
|
|
10.1
|
|
Third Amended and Restated Credit Agreement, dated as of July 25, 2012, among Genesis Energy, L.P. as borrower, Wells Fargo Bank, National Association, as administrative agent, Bank of America, N.A. and Bank of Montreal as co-syndication agents, U.S. Bank National Association as documentation agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to Form 8-K dated July 31, 2012, File No. 001-12295).
|
|
10.2
|
|
Pipeline Financing Lease Agreement by and between Genesis NEJD Pipeline, LLC, as Lessor and Denbury Onshore, LLC, as Lessee for the North East Jackson Dome Pipeline dated May 30, 2008 (incorporated by reference to Exhibit 10.1 to Form 8-K dated June 5, 2008, File No. 001-12295).
|
|
10.3
|
|
Transportation Services Agreement between Genesis Free State Pipeline, LLC, as Lessor and Denbury Onshore, LLC dated May 30, 2008 (incorporated by reference to Exhibit 10.2 to Form 8-K dated June 5, 2008, File No. 001-12295).
|
|
10.4
|
|
Form of Indemnity Agreement, among Genesis Energy, L.P., Genesis Energy, LLC and Quintana Energy Partners II, L.P. and each of the Directors of Genesis Energy, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 5, 2010, File No. 001-12295).
|
|
10.5
|
+
|
Genesis Energy, LLC First Amended and Restated Stock Appreciation Rights Plan (incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, File No. 001-12295).
|
|
10.6
|
+
|
Form of Stock Appreciation Rights Plan Grant Notice (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, File No. 001-12295).
|
|
10.7
|
+
|
Genesis Energy, Inc. 2007 Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 21, 2007, File No. 001-12295).
|
|
10.8
|
+
|
Genesis Energy, L.P. 2010 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, File No. 001-12295).
|
|
10.9
|
+
|
Genesis Energy, LLC 2010 Long-Term Incentive Plan Form of Directors Phantom Unit with DERs Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, File No. 001-12295).
|
|
10.10
|
+
|
Genesis Energy, LLC 2010 Long-Term Incentive Plan Form of Executive Phantom Unit with DERs Award – Officers (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, File No. 001-12295).
|
|
10.11
|
+
|
Genesis Energy, LLC 2010 Long-Term Incentive Plan Form of Employee Phantom Unit with DERs Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, File No. 001-12295).
|
|
10.12
|
+
|
Form of 2007 Phantom Unit Grant Agreement (3-Year Graded) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated December 21, 2007, File No. 001-12295).
|
|
10.13
|
+
|
Form of 2007 Phantom Unit Grant Agreement (3-Year Cliff) (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated December 21, 2007, File No. 001-12295).
|
|
10.14
|
+
|
Employment Agreement by and between Genesis Energy, LLC and Grant E. Sims, dated December 31, 2008 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 7, 2009, File No. 001-12295).
|
|
10.15
|
+
|
Employment Agreement by and between Genesis Energy, LLC and Robert V. Deere, dated December 31, 2008 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated January 7, 2009, File No. 001-12295).
|
|
10.16
|
+
|
Employment Agreement by and between Genesis Energy, Inc. and Steve Nathanson dated July 25, 2007 (incorporated by reference to Exhibit 10.30 to the Company’s Current Report on Form 10-K for the year ended December 31, 2009, File No. 001-12295).
|
*
|
10.17
|
+
|
Employment Agreement by and between Genesis Energy, LLC and Paul A. Davis, dated March 5, 2012.
|
|
10.18
|
+
|
Waiver Agreement (Sims), dated February 5, 2010 (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K dated February 11, 2010, File No. 001-12295).
|
|
10.19
|
+
|
Waiver Agreement (Deere), dated February 5, 2010 (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K dated February 11, 2010, File No. 001-12295).
|
|
10.20
|
|
Purchase Agreement dated November 12, 2010 relating to 7.875% Senior Notes due 2018 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 18, 2010, File No. 001-12295).
|
|
10.21
|
|
Purchase Agreement dated February 1, 2012 relating to 7.875% Senior Notes due 2018 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 2, 2012, File No. 001-12295).
|
|
10.22
|
|
Purchase Agreement dated February February 5, 2013 relating to 5.750% Senior Notes due 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 11, 2013, File No. 001-12295).
|
|
11.1
|
|
|
*
|
21.1
|
|
Subsidiaries of the Registrant.
|
*
|
23.1
|
|
Consent of Deloitte & Touche LLP.
|
*
|
23.2
|
|
Consent of Deloitte & Touche LLP.
|
*
|
31.1
|
|
Certification by Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
|
*
|
31.2
|
|
Certification by Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
|
*
|
32.1
|
|
Certification by Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
*
|
32.2
|
|
Certification by Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
*
|
101.INS
|
|
XBRL Instance Document.
|
*
|
101.SCH
|
|
XBRL Schema Document.
|
*
|
101.CAL
|
|
XBRL Calculation Linkbase Document.
|
*
|
101.LAB
|
|
XBRL Label Linkbase Document.
|
*
|
101.PRE
|
|
XBRL Presentation Linkbase Document.
|
*
|
101.DEF
|
|
XBRL Definition Linkbase Document.
|
*
|
Filed herewith
|
+
|
A management contract or compensation plan or arrangement.
|
|
|
|
|
|
GENESIS ENERGY, L.P.
|
|
|
|
|
|
(A Delaware Limited Partnership)
|
|
|
|
|
|
|
|
|
|
By:
|
|
GENESIS ENERGY, LLC,
|
|
|
|
|
|
as General Partner
|
|
|
|
|
|
|
Date:
|
February 26, 2013
|
|
By:
|
|
/s/ GRANT E. SIMS
|
|
|
|
|
|
Grant E. Sims
|
|
|
|
|
|
Chief Executive Officer
|
NAME
|
TITLE
|
DATE
|
|
(OF GENESIS ENERGY, LLC)*
|
|
/s/ GRANT E. SIMS
Grant E. Sims
|
Chairman of the Board, Director and Chief Executive Officer
(Principal Executive Officer)
|
February 26, 2013
|
/s/ ROBERT V. DEERE
Robert V. Deere
|
Chief Financial Officer,
(Principal Financial Officer)
|
February 26, 2013
|
/s/ KAREN N. PAPE
Karen N. Pape
|
Senior Vice President and Controller
(Principal Accounting Officer)
|
February 26, 2013
|
/s/ JAMES E. DAVISON
James E. Davison
|
Director
|
February 26, 2013
|
/s/ JAMES E. DAVISON, JR.
James E. Davison, Jr.
|
Director
|
February 26, 2013
|
/s/ DONALD L. EVANS
Donald L. Evans
|
Director
|
February 26, 2013
|
/s/ SHARILYN S. GASAWAY
Sharilyn S. Gasaway
|
Director
|
February 26, 2013
|
/s/ KENNETH M. JASTROW, II
Kenneth M. Jastrow, II
|
Director
|
February 26, 2013
|
/s/ CORBIN J. ROBERTSON, III
Corbin J. Robertson, III
|
Director
|
February 26, 2013
|
*
|
Genesis Energy, LLC is our general partner.
|
|
Page
|
|
|
|
|
|
December 31, 2012
|
|
December 31, 2011
|
||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
11,282
|
|
|
$
|
10,817
|
|
Accounts receivable—trade, net
|
270,925
|
|
|
237,989
|
|
||
Inventories
|
87,050
|
|
|
101,124
|
|
||
Other
|
34,777
|
|
|
26,174
|
|
||
Total current assets
|
404,034
|
|
|
376,104
|
|
||
FIXED ASSETS, at cost
|
723,225
|
|
|
541,138
|
|
||
Less: Accumulated depreciation
|
(157,944
|
)
|
|
(124,213
|
)
|
||
Net fixed assets
|
565,281
|
|
|
416,925
|
|
||
NET INVESTMENT IN DIRECT FINANCING LEASES, net of unearned income
|
157,385
|
|
|
162,460
|
|
||
EQUITY INVESTEES
|
549,235
|
|
|
326,947
|
|
||
INTANGIBLE ASSETS, net of amortization
|
75,065
|
|
|
93,356
|
|
||
GOODWILL
|
325,046
|
|
|
325,046
|
|
||
OTHER ASSETS, net of amortization
|
33,618
|
|
|
30,006
|
|
||
TOTAL ASSETS
|
$
|
2,109,664
|
|
|
$
|
1,730,844
|
|
LIABILITIES AND PARTNERS’ CAPITAL
|
|
|
|
||||
CURRENT LIABILITIES:
|
|
|
|
||||
Accounts payable—trade
|
$
|
258,053
|
|
|
$
|
199,357
|
|
Accrued liabilities
|
54,598
|
|
|
50,071
|
|
||
Total current liabilities
|
312,651
|
|
|
249,428
|
|
||
SENIOR SECURED CREDIT FACILITY
|
500,000
|
|
|
409,300
|
|
||
SENIOR UNSECURED NOTES
|
350,895
|
|
|
250,000
|
|
||
DEFERRED TAX LIABILITIES
|
13,810
|
|
|
12,549
|
|
||
OTHER LONG-TERM LIABILITIES
|
15,813
|
|
|
16,929
|
|
||
COMMITMENTS AND CONTINGENCIES (
Note 19
)
|
|
|
|
||||
PARTNERS’ CAPITAL:
|
|
|
|
||||
Common unitholders, 81,202,752 and 71,965,062 units issued and outstanding at December 31, 2012 and 2011, respectively
|
916,495
|
|
|
792,638
|
|
||
TOTAL LIABILITIES AND PARTNERS’ CAPITAL
|
$
|
2,109,664
|
|
|
$
|
1,730,844
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
REVENUES:
|
|
|
|
|
|
||||||
Supply and logistics
|
$
|
3,797,750
|
|
|
$
|
2,825,768
|
|
|
$
|
1,894,612
|
|
Refinery services
|
196,017
|
|
|
201,711
|
|
|
151,060
|
|
|||
Pipeline transportation services
|
76,290
|
|
|
62,190
|
|
|
55,652
|
|
|||
Total revenues
|
4,070,057
|
|
|
3,089,669
|
|
|
2,101,324
|
|
|||
COSTS AND EXPENSES:
|
|
|
|
|
|
||||||
Supply and logistics product costs
|
3,541,647
|
|
|
2,643,687
|
|
|
1,761,161
|
|
|||
Supply and logistics operating costs
|
165,764
|
|
|
123,121
|
|
|
97,701
|
|
|||
Refinery services operating costs
|
123,477
|
|
|
126,782
|
|
|
88,094
|
|
|||
Pipeline transportation operating costs
|
21,894
|
|
|
16,964
|
|
|
14,777
|
|
|||
General and administrative
|
42,419
|
|
|
34,473
|
|
|
113,406
|
|
|||
Depreciation and amortization
|
61,166
|
|
|
62,190
|
|
|
53,569
|
|
|||
Total costs and expenses
|
3,956,367
|
|
|
3,007,217
|
|
|
2,128,708
|
|
|||
OPERATING INCOME (LOSS)
|
113,690
|
|
|
82,452
|
|
|
(27,384
|
)
|
|||
Equity in earnings of equity investees
|
14,345
|
|
|
3,347
|
|
|
2,355
|
|
|||
Interest expense
|
(40,921
|
)
|
|
(35,767
|
)
|
|
(22,924
|
)
|
|||
Income (loss) before income taxes
|
87,114
|
|
|
50,032
|
|
|
(47,953
|
)
|
|||
Income tax benefit (expense)
|
9,205
|
|
|
1,217
|
|
|
(2,588
|
)
|
|||
NET INCOME (LOSS)
|
96,319
|
|
|
51,249
|
|
|
(50,541
|
)
|
|||
Net loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
2,082
|
|
|||
NET INCOME (LOSS) ATTRIBUTABLE TO GENESIS ENERGY, L.P.
|
$
|
96,319
|
|
|
$
|
51,249
|
|
|
$
|
(48,459
|
)
|
NET INCOME ATTRIBUTABLE TO
|
|
|
|
|
|
||||||
GENESIS ENERGY, L.P. PER COMMON UNIT:
|
|
|
|
|
|
||||||
Basic and Diluted
|
$
|
1.23
|
|
|
$
|
0.75
|
|
|
$
|
0.49
|
|
WEIGHTED AVERAGE OUTSTANDING COMMON UNITS:
|
|
|
|
|
|
||||||
Basic and Diluted
|
78,363
|
|
|
67,938
|
|
|
40,560
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Net income (loss)
|
$
|
96,319
|
|
|
$
|
51,249
|
|
|
$
|
(50,541
|
)
|
Change in fair value of derivatives:
|
|
|
|
|
|
||||||
Current period reclassification to earnings—interest rate swaps
|
—
|
|
|
—
|
|
|
2,112
|
|
|||
Changes in derivative financial instruments—interest rate swaps
|
—
|
|
|
—
|
|
|
(424
|
)
|
|||
Comprehensive income (loss)
|
96,319
|
|
|
51,249
|
|
|
(48,853
|
)
|
|||
Comprehensive loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
1,223
|
|
|||
Comprehensive income (loss) attributable to Genesis Energy, L.P.
|
$
|
96,319
|
|
|
$
|
51,249
|
|
|
$
|
(47,630
|
)
|
|
Partners’ Capital
|
|||||||||||||||||||||
|
Number of
Common
Units
|
|
Common
Unitholders
|
|
General
Partner
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Non-
controlling
Interests
|
|
Total
Capital
|
|||||||||||
December 31, 2009
|
39,488
|
|
|
$
|
585,554
|
|
|
$
|
11,152
|
|
|
$
|
(829
|
)
|
|
$
|
23,056
|
|
|
$
|
618,933
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income (loss)
|
—
|
|
|
17,933
|
|
|
(66,392
|
)
|
|
—
|
|
|
(2,082
|
)
|
|
(50,541
|
)
|
|||||
Interest rate swap losses reclassified to interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
1,035
|
|
|
1,077
|
|
|
2,112
|
|
|||||
Interest rate swap loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(206
|
)
|
|
(218
|
)
|
|
(424
|
)
|
|||||
Cash contributions
|
—
|
|
|
—
|
|
|
2,528
|
|
|
—
|
|
|
13
|
|
|
2,541
|
|
|||||
Contribution for management compensation (
Note 11
)
|
—
|
|
|
—
|
|
|
76,923
|
|
|
—
|
|
|
—
|
|
|
76,923
|
|
|||||
Cash distributions
|
—
|
|
|
(58,983
|
)
|
|
(11,369
|
)
|
|
—
|
|
|
(7
|
)
|
|
(70,359
|
)
|
|||||
Acquisition of noncontrolling interest in DG Marine (
Note 3
)
|
—
|
|
|
(4,920
|
)
|
|
(100
|
)
|
|
—
|
|
|
(21,268
|
)
|
|
(26,288
|
)
|
|||||
Issuance of units for cash
|
5,175
|
|
|
116,347
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
116,347
|
|
|||||
Issuance of units in exchange for general partner interest (
Note 11
)
|
19,854
|
|
|
13,313
|
|
|
(12,742
|
)
|
|
—
|
|
|
(571
|
)
|
|
—
|
|
|||||
Issuance of units under LTIP
|
98
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|||||
December 31, 2010
|
64,615
|
|
|
669,264
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
669,264
|
|
|||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income
|
—
|
|
|
51,249
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51,249
|
|
|||||
Cash distributions
|
—
|
|
|
(112,844
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(112,844
|
)
|
|||||
Issuance of units for cash, net
(Note 11)
|
7,350
|
|
|
184,969
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
184,969
|
|
|||||
December 31, 2011
|
71,965
|
|
|
792,638
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
792,638
|
|
|||||
Net income
|
—
|
|
|
96,319
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
96,319
|
|
|||||
Cash distributions
|
—
|
|
|
(142,383
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(142,383
|
)
|
|||||
Issuance of common units for cash, net
(Note 11)
|
5,750
|
|
|
169,421
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
169,421
|
|
|||||
Conversion of waiver units
(Note 11)
|
3,476
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other
|
12
|
|
|
500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500
|
|
|||||
December 31, 2012
|
81,203
|
|
|
$
|
916,495
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
916,495
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
96,319
|
|
|
$
|
51,249
|
|
|
$
|
(50,541
|
)
|
Adjustments to reconcile net income to net cash provided by
operating activities -
|
|
|
|
|
|
||||||
Depreciation and amortization
|
61,166
|
|
|
62,190
|
|
|
53,569
|
|
|||
Amortization and write-off of debt issuance costs and premium
|
4,037
|
|
|
2,940
|
|
|
3,082
|
|
|||
Amortization of unearned income and initial direct costs on direct financing leases
|
(16,788
|
)
|
|
(17,237
|
)
|
|
(17,651
|
)
|
|||
Payments received under direct financing leases
|
21,804
|
|
|
21,852
|
|
|
21,854
|
|
|||
Equity in earnings of investments in equity investees
|
(14,345
|
)
|
|
(3,347
|
)
|
|
(2,355
|
)
|
|||
Cash distributions of earnings of equity investees
|
23,900
|
|
|
8,592
|
|
|
3,623
|
|
|||
Non-cash effect of equity-based compensation plans
|
7,197
|
|
|
(15
|
)
|
|
4,706
|
|
|||
Non-cash compensation charge
|
—
|
|
|
—
|
|
|
76,923
|
|
|||
Deferred and other tax (benefits) liabilities
|
(9,222
|
)
|
|
(2,075
|
)
|
|
1,337
|
|
|||
Unrealized losses on derivative transactions
|
86
|
|
|
1,002
|
|
|
1,562
|
|
|||
Other, net
|
2,085
|
|
|
87
|
|
|
(159
|
)
|
|||
Net changes in components of operating assets and liabilities, net of acquisitions (See
Note 14
)
|
13,065
|
|
|
(66,931
|
)
|
|
(5,487
|
)
|
|||
Net cash provided by operating activities
|
189,304
|
|
|
58,307
|
|
|
90,463
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Payments to acquire fixed and intangible assets
|
(146,456
|
)
|
|
(27,992
|
)
|
|
(12,400
|
)
|
|||
Cash distributions received from equity investees—return of investment
|
14,909
|
|
|
11,436
|
|
|
2,859
|
|
|||
Investments in equity investees
|
(63,749
|
)
|
|
—
|
|
|
—
|
|
|||
Acquisitions
|
(205,576
|
)
|
|
(163,673
|
)
|
|
(332,462
|
)
|
|||
Proceeds from asset sales
|
773
|
|
|
6,424
|
|
|
1,146
|
|
|||
Other, net
|
(1,508
|
)
|
|
1,508
|
|
|
119
|
|
|||
Net cash used in investing activities
|
(401,607
|
)
|
|
(172,297
|
)
|
|
(340,738
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Borrowings on senior secured credit facility
|
1,674,400
|
|
|
777,600
|
|
|
691,829
|
|
|||
Repayments on senior secured credit facility
|
(1,583,700
|
)
|
|
(728,300
|
)
|
|
(698,729
|
)
|
|||
Proceeds from issuance of senior unsecured notes, including premium
|
101,000
|
|
|
—
|
|
|
250,000
|
|
|||
Debt issuance costs
|
(7,105
|
)
|
|
(3,018
|
)
|
|
(14,586
|
)
|
|||
Issuance of common units for cash, net
|
169,421
|
|
|
184,969
|
|
|
116,347
|
|
|||
General partner contributions
|
—
|
|
|
—
|
|
|
2,528
|
|
|||
Distributions to common unitholders
|
(142,383
|
)
|
|
(112,844
|
)
|
|
(58,983
|
)
|
|||
Distributions to general partner interest
|
—
|
|
|
—
|
|
|
(11,369
|
)
|
|||
Acquisition of noncontrolling interest in DG Marine
|
—
|
|
|
—
|
|
|
(26,288
|
)
|
|||
Other, net
|
1,135
|
|
|
638
|
|
|
1,140
|
|
|||
Net cash provided by financing activities
|
212,768
|
|
|
119,045
|
|
|
251,889
|
|
|||
Net increase in cash and cash equivalents
|
465
|
|
|
5,055
|
|
|
1,614
|
|
|||
Cash and cash equivalents at beginning of period
|
10,817
|
|
|
5,762
|
|
|
4,148
|
|
|||
Cash and cash equivalents at end of period
|
$
|
11,282
|
|
|
$
|
10,817
|
|
|
$
|
5,762
|
|
•
|
Pipeline transportation of interstate, intrastate and offshore crude oil, and, to a lesser extent, carbon dioxide (or “CO
2
”);
|
•
|
Refinery services involving processing of high sulfur (or “sour”) gas streams for refineries to remove the sulfur, and selling the related by-product, sodium hydrosulfide (or “NaHS”, commonly pronounced "nash"); and
|
•
|
Supply and logistics services, which include terminaling, blending, storing, marketing, and transporting crude oil and petroleum products and, on a smaller scale, CO
2
.
|
Property and equipment
|
$
|
28,456
|
|
Equity investees
|
182,993
|
|
|
Asset retirement obligation assumed
|
(5,873
|
)
|
|
Total allocation
|
$
|
205,576
|
|
|
Year Ended December 31,
|
||
|
2012
|
||
Revenues
|
$
|
5,508
|
|
Equity in earnings of equity investees
|
$
|
13,118
|
|
Net income
|
$
|
15,112
|
|
|
Year Ended December 31,
|
||
|
2011
|
||
Pro forma earnings data:
|
|
||
Revenues
|
$
|
3,096,693
|
|
Equity in earnings of equity investees
|
$
|
14,770
|
|
Net income
|
$
|
58,349
|
|
Basic and diluted earnings per unit:
|
|
||
As reported net income per unit
|
$
|
0.75
|
|
Pro forma net income per unit
|
$
|
0.86
|
|
As reported units outstanding
|
67,938
|
|
|
Pro forma units outstanding
|
67,938
|
|
|
Year Ended December 31,
|
||
|
2010
|
||
Pro forma earnings data:
|
|
||
Equity in earnings of equity investees
|
$
|
15,322
|
|
Net loss attributable to Genesis Energy, L.P.
|
$
|
(55,001
|
)
|
Basic and diluted earnings per unit:
|
|
||
As reported net income per unit
|
$
|
0.49
|
|
Pro forma net income per unit
|
$
|
0.30
|
|
As reported units outstanding
|
40,560
|
|
|
Pro forma units outstanding
|
44,969
|
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
Accounts receivable - trade
|
$
|
273,297
|
|
|
$
|
239,033
|
|
Allowance for doubtful accounts
|
(2,372
|
)
|
|
(1,044
|
)
|
||
Accounts receivable - trade, net
|
$
|
270,925
|
|
|
$
|
237,989
|
|
|
December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Balance at beginning of period
|
$
|
1,044
|
|
|
$
|
1,307
|
|
|
$
|
1,372
|
|
Charged to costs and expenses
|
2,096
|
|
|
373
|
|
|
491
|
|
|||
Amounts written off
|
(768
|
)
|
|
(636
|
)
|
|
(556
|
)
|
|||
Balance at end of period
|
$
|
2,372
|
|
|
$
|
1,044
|
|
|
$
|
1,307
|
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
Pipelines and related assets
|
$
|
226,831
|
|
|
$
|
167,865
|
|
Machinery and equipment
|
87,502
|
|
|
46,233
|
|
||
Transportation equipment
|
21,170
|
|
|
21,732
|
|
||
Marine vessels
|
298,054
|
|
|
262,216
|
|
||
Land, buildings and improvements
|
15,606
|
|
|
13,140
|
|
||
Office equipment, furniture and fixtures
|
4,964
|
|
|
3,778
|
|
||
Construction in progress
|
52,541
|
|
|
14,236
|
|
||
Other
|
16,557
|
|
|
11,938
|
|
||
Fixed assets, at cost
|
723,225
|
|
|
541,138
|
|
||
Less: Accumulated depreciation
|
(157,944
|
)
|
|
(124,213
|
)
|
||
Net fixed assets
|
$
|
565,281
|
|
|
$
|
416,925
|
|
December 31, 2010
|
$
|
5,179
|
|
Liabilities incurred and assumed in the current period
|
349
|
|
|
Accretion expense
|
372
|
|
|
December 31, 2011
|
5,900
|
|
|
Liabilities incurred and assumed in the current period
|
5,995
|
|
|
Accretion expense
|
800
|
|
|
December 31, 2012
|
$
|
12,695
|
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
Total minimum lease payments to be received
|
$
|
320,148
|
|
|
$
|
341,917
|
|
Estimated residual values of leased property (unguaranteed)
|
292
|
|
|
1,287
|
|
||
Unamortized initial direct costs
|
1,804
|
|
|
1,992
|
|
||
Less unearned income
|
(159,750
|
)
|
|
(176,726
|
)
|
||
Net investment in direct financing leases
|
162,494
|
|
|
168,470
|
|
||
Less current portion (included in other current assets)
|
(5,109
|
)
|
|
(6,010
|
)
|
||
Long-term portion of net investment in direct financing leases
|
$
|
157,385
|
|
|
$
|
162,460
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Genesis’ share of operating earnings
|
$
|
24,532
|
|
|
$
|
7,910
|
|
|
$
|
3,224
|
|
Amortization of excess purchase price
|
(10,187
|
)
|
|
(4,563
|
)
|
|
(869
|
)
|
|||
Net equity in earnings
|
$
|
14,345
|
|
|
$
|
3,347
|
|
|
$
|
2,355
|
|
Distributions received
|
$
|
38,809
|
|
|
$
|
20,028
|
|
|
$
|
6,482
|
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
BALANCE SHEET DATA:
|
|
|
|
||||
Assets
|
|
|
|
||||
Current Assets
|
$
|
74,906
|
|
|
$
|
12,732
|
|
Fixed Assets, net
|
832,525
|
|
|
441,894
|
|
||
Other Assets
|
10,202
|
|
|
18,000
|
|
||
Total Assets
|
$
|
917,633
|
|
|
$
|
472,626
|
|
Liabilities and equity
|
|
|
|
||||
Current Liabilities
|
$
|
112,321
|
|
|
$
|
5,891
|
|
Other Liabilities
|
134,731
|
|
|
8,536
|
|
||
Equity
|
670,581
|
|
|
458,199
|
|
||
Total Liabilities and Equity
|
$
|
917,633
|
|
|
$
|
472,626
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
INCOME STATEMENT DATA:
|
|
|
|
|
|
||||||
Revenues
|
$
|
162,267
|
|
|
$
|
56,353
|
|
|
$
|
20,013
|
|
Operating Income
|
$
|
80,841
|
|
|
$
|
16,363
|
|
|
$
|
5,881
|
|
Net Income
|
$
|
77,975
|
|
|
$
|
16,322
|
|
|
$
|
5,843
|
|
|
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||||||||||
|
Weighted
Amortization
Period in Years
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Carrying
Value
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Carrying
Value
|
||||||||||||
Refinery Services:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
5
|
|
$
|
94,654
|
|
|
$
|
69,167
|
|
|
$
|
25,487
|
|
|
$
|
94,654
|
|
|
$
|
62,111
|
|
|
$
|
32,543
|
|
Licensing agreements
|
6
|
|
38,678
|
|
|
22,892
|
|
|
15,786
|
|
|
38,678
|
|
|
19,476
|
|
|
19,202
|
|
||||||
Supplier relationships
|
2
|
|
36,469
|
|
|
36,469
|
|
|
—
|
|
|
36,469
|
|
|
34,105
|
|
|
2,364
|
|
||||||
Segment total
|
|
|
169,801
|
|
|
128,528
|
|
|
41,273
|
|
|
169,801
|
|
|
115,692
|
|
|
54,109
|
|
||||||
Supply & Logistics:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
5
|
|
35,430
|
|
|
26,403
|
|
|
9,027
|
|
|
35,430
|
|
|
23,584
|
|
|
11,846
|
|
||||||
Intangibles associated with lease
|
15
|
|
13,260
|
|
|
2,565
|
|
|
10,695
|
|
|
13,260
|
|
|
2,092
|
|
|
11,168
|
|
||||||
Trade names
|
4
|
|
18,888
|
|
|
18,888
|
|
|
—
|
|
|
18,888
|
|
|
17,048
|
|
|
1,840
|
|
||||||
Segment total
|
|
|
67,578
|
|
|
47,856
|
|
|
19,722
|
|
|
67,578
|
|
|
42,724
|
|
|
24,854
|
|
||||||
Other
|
5
|
|
18,932
|
|
|
4,862
|
|
|
14,070
|
|
|
17,292
|
|
|
2,899
|
|
|
14,393
|
|
||||||
Total
|
|
|
$
|
256,311
|
|
|
$
|
181,246
|
|
|
$
|
75,065
|
|
|
$
|
254,671
|
|
|
$
|
161,315
|
|
|
$
|
93,356
|
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
||||||||||
Refinery Services:
|
|
|
|
|
|
|
|
|
|
||||||||||
Customer relationships
|
$
|
7,116
|
|
|
$
|
5,597
|
|
|
$
|
4,405
|
|
|
$
|
3,471
|
|
|
$
|
2,737
|
|
Licensing agreements
|
3,163
|
|
|
2,928
|
|
|
2,711
|
|
|
2,510
|
|
|
2,324
|
|
|||||
Supply and Logistics:
|
|
|
|
|
|
|
|
|
|
||||||||||
Customer relationships
|
2,165
|
|
|
1,660
|
|
|
1,275
|
|
|
981
|
|
|
757
|
|
|||||
Intangibles associated with lease
|
474
|
|
|
474
|
|
|
474
|
|
|
474
|
|
|
474
|
|
|||||
Other
|
1,704
|
|
|
1,685
|
|
|
1,671
|
|
|
1,638
|
|
|
1,619
|
|
|||||
Total
|
$
|
14,622
|
|
|
$
|
12,344
|
|
|
$
|
10,536
|
|
|
$
|
9,074
|
|
|
$
|
7,911
|
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
CO
2
volumetric production payments, net of amortization
|
$
|
8,320
|
|
|
$
|
12,158
|
|
Other deferred costs and deposits
|
25,298
|
|
|
17,848
|
|
||
Other assets, net of amortization
|
$
|
33,618
|
|
|
$
|
30,006
|
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
Senior secured credit facility
|
$
|
500,000
|
|
|
$
|
409,300
|
|
7.875% senior unsecured notes (including unamortized premium of $895 and $0 in 2012 and 2011, respectively)
|
350,895
|
|
|
250,000
|
|
||
Total long-term debt
|
$
|
850,895
|
|
|
$
|
659,300
|
|
•
|
The interest rate on borrowings may be based on an alternate base rate or a Eurodollar rate, at our option. The alternate base rate is equal to the sum of (a) the greatest of (i) the prime rate as established by the administrative agent for the credit facility, (ii) the federal funds effective rate plus
0.5%
of
1%
and (iii) the LIBOR rate for a one-month maturity plus
1%
and (b) the applicable margin. The Eurodollar rate is equal to the sum of (a) the LIBOR rate for the applicable interest period multiplied by the statutory reserve rate and (b) the applicable margin. The applicable margin varies from
1.75%
to
2.75%
on Eurodollar borrowings and from
0.75%
to
1.75%
on alternate base rate borrowings, depending on our leverage ratio. Our leverage ratio is recalculated quarterly and in connection with each material acquisition. At
December 31, 2012
, the applicable margins on our borrowings were
1.0%
for alternate base rate borrowings and
2.0%
for Eurodollar rate borrowings.
|
•
|
Letter of credit fees range from
1.75%
to
2.75%
based on our leverage ratio as computed under the credit facility. The rate can fluctuate quarterly. At
December 31, 2012
, our letter of credit rate was
2.0%
.
|
•
|
We pay a commitment fee on the unused portion of the
$1 billion
maximum facility amount. The commitment fee on the unused committed amount will range from
0.375%
to
0.50%
per annum depending on our leverage ratio (
0.375%
at
December 31, 2012
).
|
•
|
incur indebtedness if certain financial ratios are not maintained;
|
•
|
grant liens;
|
•
|
engage in sale-leaseback transactions; and
|
•
|
sell substantially all of our assets or enter into a merger or consolidation.
|
Distribution For
|
Date Paid
|
|
Per Unit Amount
|
|
Total Amount
|
||||
2010
|
|
|
|
|
|
||||
4th Quarter
|
February 14, 2011
|
|
$
|
0.4000
|
|
|
$
|
25,846
|
|
2011
|
|
|
|
|
|
||||
1st Quarter
|
May 13, 2011
|
|
$
|
0.4075
|
|
|
$
|
26,343
|
|
2nd Quarter
|
August 12, 2011
|
|
$
|
0.4150
|
|
|
$
|
29,878
|
|
3rd Quarter
|
November 14, 2011
|
|
$
|
0.4275
|
|
|
$
|
30,777
|
|
4th Quarter
|
February 14, 2012
|
|
$
|
0.4400
|
|
|
$
|
31,677
|
|
2012
|
|
|
|
|
|
||||
1st Quarter
|
May 15, 2012
|
|
$
|
0.4500
|
|
|
$
|
35,768
|
|
2nd Quarter
|
August 14, 2012
|
|
$
|
0.4600
|
|
|
$
|
36,563
|
|
3rd Quarter
|
November 14, 2012
|
|
$
|
0.4725
|
|
|
$
|
38,375
|
|
4th Quarter
|
February 14, 2013
|
|
$
|
0.4850
|
|
|
$
|
39,390
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Numerators for basic and diluted net income per common unit:
|
|
|
|
|
|
||||||
Net income (loss) attributable to Genesis Energy, L.P.
|
$
|
96,319
|
|
|
$
|
51,249
|
|
|
$
|
(48,459
|
)
|
Less: General partner's incentive distribution paid or to be paid for the period
|
—
|
|
|
—
|
|
|
(8,128
|
)
|
|||
Add: Expense allocable to our general partner
|
—
|
|
|
—
|
|
|
76,923
|
|
|||
Subtotal
|
96,319
|
|
|
51,249
|
|
|
20,336
|
|
|||
Less: General partner 2% ownership
|
—
|
|
|
—
|
|
|
(407
|
)
|
|||
Income available for common unitholders
|
$
|
96,319
|
|
|
$
|
51,249
|
|
|
$
|
19,929
|
|
Denominator for basic and diluted per common unit
|
78,363
|
|
|
67,938
|
|
|
40,560
|
|
|||
Basic and diluted net income per common unit
|
$
|
1.23
|
|
|
$
|
0.75
|
|
|
$
|
0.49
|
|
•
|
Pipeline Transportation – interstate, intrastate and offshore crude oil, and to a lesser extent, CO
2
;
|
•
|
Refinery Services – processing high sulfur (or “sour”) gas streams as part of refining operations to remove the sulfur and selling the related by-product, NaHS and;
|
•
|
Supply and Logistics – terminaling, blending, storing, marketing, and transporting crude oil and petroleum products (primarily fuel oil, asphalt, and other heavy refined products) and, on a smaller scale, CO
2
.
|
|
Pipeline
Transportation
|
|
Refinery
Services
|
|
Supply &
Logistics
|
|
Total
|
||||||||
Year Ended December 31, 2012
|
|
|
|
|
|
|
|
||||||||
Segment margin
(a)
|
$
|
96,539
|
|
|
$
|
72,883
|
|
|
$
|
92,911
|
|
|
$
|
262,333
|
|
Capital expenditures
(b)
|
$
|
328,710
|
|
|
$
|
2,692
|
|
|
$
|
94,896
|
|
|
$
|
426,298
|
|
Revenues:
|
|
|
|
|
|
|
|
||||||||
External customers
|
$
|
61,706
|
|
|
$
|
205,110
|
|
|
$
|
3,803,241
|
|
|
$
|
4,070,057
|
|
Intersegment
(c)
|
14,584
|
|
|
(9,093
|
)
|
|
(5,491
|
)
|
|
—
|
|
||||
Total revenues of reportable segments
|
$
|
76,290
|
|
|
$
|
196,017
|
|
|
$
|
3,797,750
|
|
|
$
|
4,070,057
|
|
Year Ended December 31, 2011
|
|
|
|
|
|
|
|
||||||||
Segment margin
(a)
|
$
|
67,908
|
|
|
$
|
74,618
|
|
|
$
|
59,975
|
|
|
$
|
202,501
|
|
Capital expenditures
(b)
|
$
|
14,501
|
|
|
$
|
1,846
|
|
|
$
|
170,647
|
|
|
$
|
186,994
|
|
Revenues:
|
|
|
|
|
|
|
|
||||||||
External customers
|
$
|
50,391
|
|
|
$
|
210,394
|
|
|
$
|
2,828,884
|
|
|
$
|
3,089,669
|
|
Intersegment
(c)
|
11,799
|
|
|
(8,683
|
)
|
|
(3,116
|
)
|
|
—
|
|
||||
Total revenues of reportable segments
|
$
|
62,190
|
|
|
$
|
201,711
|
|
|
$
|
2,825,768
|
|
|
$
|
3,089,669
|
|
Year Ended December 31, 2010
|
|
|
|
|
|
|
|
||||||||
Segment margin
(a)
|
$
|
48,305
|
|
|
$
|
62,923
|
|
|
$
|
38,336
|
|
|
$
|
149,564
|
|
Capital expenditures
(b)
|
$
|
333,557
|
|
|
$
|
1,433
|
|
|
$
|
1,740
|
|
|
$
|
336,730
|
|
Revenues:
|
|
|
|
|
|
|
|
||||||||
External customers
|
$
|
45,367
|
|
|
$
|
158,456
|
|
|
$
|
1,897,501
|
|
|
$
|
2,101,324
|
|
Intersegment
(c)
|
10,285
|
|
|
(7,396
|
)
|
|
(2,889
|
)
|
|
—
|
|
||||
Total revenues of reportable segments
|
$
|
55,652
|
|
|
$
|
151,060
|
|
|
$
|
1,894,612
|
|
|
$
|
2,101,324
|
|
|
December 31, 2012
|
|
December 31, 2011
|
|
December 31, 2010
|
||||||
Pipeline transportation
|
$
|
890,652
|
|
|
$
|
594,728
|
|
|
$
|
606,980
|
|
Refinery services
|
414,170
|
|
|
426,993
|
|
|
422,351
|
|
|||
Supply and logistics
|
750,347
|
|
|
658,393
|
|
|
432,808
|
|
|||
Other assets
|
54,495
|
|
|
50,730
|
|
|
44,596
|
|
|||
Total consolidated assets
|
$
|
2,109,664
|
|
|
$
|
1,730,844
|
|
|
$
|
1,506,735
|
|
(a)
|
A reconciliation of Segment Margin to income (loss) before income taxes for each year presented is as follows:
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Segment margin
|
$
|
262,333
|
|
|
$
|
202,501
|
|
|
$
|
149,564
|
|
Corporate general and administrative expenses
|
(38,372
|
)
|
|
(31,685
|
)
|
|
(110,058
|
)
|
|||
Depreciation, amortization and impairment
|
(61,166
|
)
|
|
(62,190
|
)
|
|
(53,569
|
)
|
|||
Interest expense
|
(40,921
|
)
|
|
(35,767
|
)
|
|
(22,924
|
)
|
|||
Distributable cash from equity investees in excess of equity in earnings
|
(24,464
|
)
|
|
(16,681
|
)
|
|
(2,284
|
)
|
|||
Non-cash items not included in segment margin
|
(5,280
|
)
|
|
(1,531
|
)
|
|
(4,479
|
)
|
|||
Cash payments from direct financing leases in excess of earnings
|
(5,016
|
)
|
|
(4,615
|
)
|
|
(4,203
|
)
|
|||
Income (loss) before income taxes
|
$
|
87,114
|
|
|
$
|
50,032
|
|
|
$
|
(47,953
|
)
|
(b)
|
Capital expenditures include maintenance and growth capital expenditures, such as fixed asset additions (including enhancements to existing facilities and construction of internal growth projects) as well as acquisitions of businesses and interests in equity investees. Capital spending in our pipeline transportation segment included
$63.7 million
during the year ended
December 31, 2012
representing capital contributions to our SEKCO equity investee to fund our share of the construction costs for its pipeline. During the same period, capital spending in our pipeline transportation segment also included
$205.6 million
for the acquisition of interests in several Gulf of Mexico pipelines. During
2012
, capital spending in our supply and logistics segment also included
$30.9 million
for the purchase of barge assets.
|
(c)
|
Intersegment sales were conducted under terms that we believe were no more or less favorable than then-existing market conditions.
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
(1)
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Petroleum products sales to an affiliate of the Quintana Group
(2)
|
$
|
21,143
|
|
|
$
|
20,888
|
|
|
$
|
3,740
|
|
Sales of CO
2
to Sandhill Group, LLC
(3)
|
2,905
|
|
|
2,481
|
|
|
2,706
|
|
|||
Petroleum products sales to Davison family businesses
(2)
|
1,344
|
|
|
1,207
|
|
|
1,081
|
|
|||
Pipeline transportation and supply and logistics services provided to Denbury
|
—
|
|
|
—
|
|
|
3,059
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Marine operating fuel and expenses provided by an affiliate of the Quintana Group
(2)
|
6,260
|
|
|
3,568
|
|
|
2,443
|
|
|||
Amounts paid to our CEO in connection with the use of his aircraft
|
600
|
|
|
316
|
|
|
—
|
|
|||
Operations, general and administrative services provided by our general partner
(4)
|
—
|
|
|
—
|
|
|
47,035
|
|
|||
Supply and logistics products and services provided by Denbury
|
—
|
|
|
—
|
|
|
373
|
|
(1)
|
Affiliates of Denbury Resources, Inc. sold its interests in our general partner in February 2010. Transactions with Denbury are included in the table as a related party through that date.
|
(2)
|
The Quintana Group, a private equity fund based in Houston, Texas owned
12%
of our Class A common units and
74%
of our Class B common units until
October 5, 2012
when the Quintana Group monetized all of its remaining investment in us. Substantially in connection with that transaction, certain members of the Davison family, collectively, increased their investment in us to
17.2%
of our Class A common units and
76.9%
of our Class B common units. At
December 31, 2012
, certain members of the Davison family, collectively, owned
17%
of our Class A common units and
76.9%
of our Class B common units. Solely for financial statement purposes, we will continue to treat the Davison family and their affiliates as related parties.
|
(3)
|
We own a
50%
interest in Sandhill Group, LLC.
|
(4)
|
Our general partner became a wholly-owned subsidiary in
December 2010
.
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
(Increase) decrease in:
|
|
|
|
|
|
||||||
Accounts receivable
|
$
|
(34,299
|
)
|
|
$
|
(66,208
|
)
|
|
$
|
(41,648
|
)
|
Inventories
|
14,074
|
|
|
(46,151
|
)
|
|
(16,870
|
)
|
|||
Other current assets
|
(9,593
|
)
|
|
(3,598
|
)
|
|
(4,036
|
)
|
|||
Increase (decrease) in:
|
|
|
|
|
|
||||||
Accounts payable
|
53,146
|
|
|
33,049
|
|
|
47,401
|
|
|||
Accrued liabilities
|
(10,263
|
)
|
|
15,977
|
|
|
9,666
|
|
|||
Net changes in components of operating assets and liabilities
|
$
|
13,065
|
|
|
$
|
(66,931
|
)
|
|
$
|
(5,487
|
)
|
|
Service-Based Awards
|
|
Performance-Based Awards
|
||||||||||||||||||
|
Number of
Phantom
Units
|
|
Average
Grant
Date Fair
Value
|
|
Total
Value
|
|
Number of
Phantom
Units
|
|
Average
Grant
Date Fair
Value
|
|
Total
Value
|
||||||||||
Unvested at December 31, 2011
|
109,762
|
|
|
$
|
23.36
|
|
|
$
|
2,564
|
|
|
102,970
|
|
|
$
|
28.19
|
|
|
$
|
2,902
|
|
Granted
|
48,785
|
|
|
$
|
30.52
|
|
|
1,489
|
|
|
128,210
|
|
|
$
|
31.38
|
|
|
4,023
|
|
||
Forfeited
|
(1,787
|
)
|
|
$
|
29.04
|
|
|
(52
|
)
|
|
(2,679
|
)
|
|
$
|
29.04
|
|
|
(78
|
)
|
||
Settled
|
(30,548
|
)
|
|
$
|
24.94
|
|
|
(762
|
)
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
||
Unvested at December 31, 2012
|
126,212
|
|
|
$
|
25.66
|
|
|
$
|
3,239
|
|
|
228,501
|
|
|
$
|
29.97
|
|
|
$
|
6,847
|
|
|
Assumptions Used for Fair Value of Rights
|
||||||||||
|
December 31, 2012
|
|
December 31, 2011
|
|
December 31, 2010
|
||||||
Expected life of rights (in years)
|
Less than 1
|
|
0.00
|
-
|
3.41
|
|
0.00
|
-
|
4.41
|
||
Risk-free interest rate
|
0.00%
|
-
|
0.07%
|
|
0.00%
|
-
|
0.58%
|
|
0.12%
|
-
|
1.73%
|
Expected unit price volatility
|
39.3%
|
|
40.6%
|
|
41.9%
|
||||||
Expected future distribution yield
|
5.00%
|
|
6.00%
|
|
6.00%
|
|
Stock Appreciation Rights
|
|
Weighted
Average
Strike Price
|
|
Weighted
Average
Contractual
Remaining
Term (Yrs)
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding at December 31, 2011
|
662,484
|
|
|
$
|
17.97
|
|
|
|
|
|
||
Exercised during 2012
|
(264,060
|
)
|
|
$
|
18.85
|
|
|
|
|
|
||
Forfeited or expired during 2012
|
(13,618
|
)
|
|
$
|
18.91
|
|
|
|
|
|
||
Outstanding at December 31, 2012
|
384,806
|
|
|
$
|
17.25
|
|
|
4.83
|
|
$
|
7,099
|
|
Exercisable at December 31, 2012
|
351,051
|
|
|
$
|
17.66
|
|
|
4.71
|
|
$
|
6,332
|
|
|
Expense Related to Equity-Based Compensation Plans
|
||||||||||
Consolidated Statement of Operations
|
2012
|
|
2011
|
|
2010
|
||||||
Supply and logistics operating costs
|
$
|
3,038
|
|
|
$
|
181
|
|
|
$
|
2,611
|
|
Refinery services operating costs
|
1,427
|
|
|
226
|
|
|
833
|
|
|||
Pipeline operating costs
|
247
|
|
|
135
|
|
|
575
|
|
|||
General and administrative expenses
|
6,467
|
|
|
2,013
|
|
|
2,098
|
|
|||
Total
|
$
|
11,179
|
|
|
$
|
2,555
|
|
|
$
|
6,117
|
|
|
Sell (Short)
Contracts
|
|
Buy (Long)
Contracts
|
||||
Not qualifying or not designated as hedges under accounting rules:
|
|
|
|
||||
Crude oil futures:
|
|
|
|
||||
Contract volumes (1,000 bbls)
|
316
|
|
|
199
|
|
||
Weighted average contract price per bbl
|
$
|
88.35
|
|
|
$
|
89.66
|
|
Crude oil LLS/WTI swap:
|
|
|
|
||||
Contract volumes (1,000 bbls)
|
100
|
|
|
—
|
|
||
Weighted average contract price per bbl
|
$
|
17.25
|
|
|
$
|
—
|
|
Heating oil futures:
|
|
|
|
||||
Contract volumes (1,000 bbls)
|
62
|
|
|
—
|
|
||
Weighted average contract price per gal
|
$
|
3.02
|
|
|
$
|
—
|
|
# 6 Fuel oil futures:
|
|
|
|
||||
Contract volumes (1,000 bbls)
|
765
|
|
|
160
|
|
||
Weighted average contract price per bbl
|
$
|
92.37
|
|
|
$
|
93.06
|
|
Crude oil options:
|
|
|
|
||||
Contract volumes (1,000 bbls)
|
325
|
|
|
85
|
|
||
Weighted average premium received
|
$
|
1.61
|
|
|
$
|
0.55
|
|
Derivative Instrument
|
|
Hedged Risk
|
|
Impact of Unrealized Gains and Losses
|
||
|
|
Consolidated
Balance Sheets
|
|
Consolidated
Statements of Operations
|
||
Designated as hedges under accounting guidance:
|
||||||
Crude oil futures contracts
(fair value hedge)
|
|
Volatility in crude oil prices - effect on market value of inventory
|
|
Derivative is recorded in Other current assets (offset against margin deposits) and offsetting change in fair value of inventory is recorded in Inventories
|
|
Excess, if any, over effective portion of hedge is recorded in Supply and logistics costs - product costs Effective portion is offset in cost of sales against change in value of inventory being hedged
|
|
|
|
|
|
|
|
Interest rate swaps
(cash flow hedge)
(through July 2010)
|
|
Changes in interest rates
|
|
Not applicable
|
|
Expect hedge to fully offset hedged risk; no ineffectiveness recorded. Effective portion is recorded to AOCL and ultimately reclassified to Interest expense
|
Not qualifying or not designated as hedges under accounting guidance:
|
||||||
Commodity hedges consisting of crude oil, heating oil and natural gas futures and forward contracts and call options
|
|
Volatility in crude oil and petroleum products prices - effect on market value of inventory or purchase commitments
|
|
Derivative is recorded in Other current assets (offset against margin deposits) or Accrued liabilities
|
|
Entire amount of change in fair value of derivative is recorded in Supply and logistics costs - product costs
|
|
|
|
Fair Value
|
|
||||||||
|
Consolidated
Balance Sheets Location
|
|
December 31, 2012
|
|
|
|
December 31, 2011
|
|
||||
Asset Derivatives:
|
|
|
|
|
|
|
|
|
||||
Commodity derivatives—futures and call options:
|
|
|
|
|
|
|
|
|
||||
Undesignated hedges
|
Current Assets - Other
|
|
758
|
|
|
|
|
306
|
|
|
||
Total asset derivatives
|
|
|
$
|
758
|
|
|
|
|
$
|
306
|
|
|
Liability Derivatives:
|
|
|
|
|
|
|
|
|
||||
Commodity derivatives—futures and call options:
|
|
|
|
|
|
|
|
|
||||
Undesignated hedges
|
Current Assets - Other
|
|
(3,357
|
)
|
|
(1)
|
|
(2,820
|
)
|
(1)
|
||
Total liability derivatives
|
|
|
$
|
(3,357
|
)
|
|
|
|
$
|
(2,820
|
)
|
|
(1)
|
These derivative liabilities have been funded with margin deposits recorded in our Consolidated Balance Sheets under Current Assets - Other.
|
|
Amount of Loss Recognized in Income
|
||||||||||||||||||||||||||||||||||
|
Supply & Logistics Product Costs
|
|
Interest Expense Reclassified from AOCL
|
|
Other Comprehensive Loss Effective Portion
|
||||||||||||||||||||||||||||||
|
Year Ended
December 31, |
|
Year Ended
December 31, |
|
Year Ended
December 31, |
||||||||||||||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||||||||
Commodity derivatives—futures and call options:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Contracts designated as hedges under accounting guidance
|
$
|
—
|
|
|
$
|
(173
|
)
|
(1)
|
$
|
307
|
|
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Contracts not considered hedges under accounting guidance
|
(2,388
|
)
|
|
(17,419
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Total commodity derivatives
|
(2,388
|
)
|
|
(17,592
|
)
|
|
303
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Interest rate swaps designated as cash flow hedges under accounting guidance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,112
|
)
|
|
—
|
|
|
—
|
|
|
(424
|
)
|
|||||||||
Total derivatives
|
$
|
(2,388
|
)
|
|
$
|
(17,592
|
)
|
|
$
|
303
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2,112
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(424
|
)
|
(1)
|
Represents the amount of loss recognized in income for derivatives related to the fair value hedge of inventory. The amount excludes the gain on the hedged inventory under the fair value hedge of
$0.8 million
and
$1 million
for the years ended
2011
and
2010
, respectively.
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||||||||||
Recurring Fair Value Measures
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||
Commodity derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
$
|
758
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
306
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liabilities
|
$
|
(3,357
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2,820
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Year Ended
December 31,
|
||
|
2010
|
||
Balance at beginning of period
|
$
|
(1,688
|
)
|
Realized and unrealized gains (losses)
|
|
||
Reclassified into interest expense for settled contracts
|
2,112
|
|
|
Included in other comprehensive income (loss)
|
(424
|
)
|
|
Balance at end of period
|
$
|
—
|
|
|
Office
Space
|
|
Transportation
Equipment
|
|
Terminals and
Tanks
|
|
Total
|
||||||||
2013
|
$
|
1,006
|
|
|
$
|
12,273
|
|
|
$
|
6,006
|
|
|
$
|
19,285
|
|
2014
|
1,219
|
|
|
13,965
|
|
|
6,129
|
|
|
21,313
|
|
||||
2015
|
1,207
|
|
|
12,166
|
|
|
2,571
|
|
|
15,944
|
|
||||
2016
|
1,173
|
|
|
8,488
|
|
|
2,374
|
|
|
12,035
|
|
||||
2017
|
1,029
|
|
|
6,236
|
|
|
2,374
|
|
|
9,639
|
|
||||
2018 and thereafter
|
5,169
|
|
|
13,431
|
|
|
24,545
|
|
|
43,145
|
|
||||
Total minimum lease obligations
|
$
|
10,803
|
|
|
$
|
66,559
|
|
|
$
|
43,999
|
|
|
$
|
121,361
|
|
Year Ended December 31, 2012
|
$
|
21,624
|
|
Year Ended December 31, 2011
|
$
|
18,331
|
|
Year Ended December 31, 2010
|
$
|
15,692
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
(8,463
|
)
|
|
$
|
2,147
|
|
|
$
|
1,664
|
|
State
|
275
|
|
|
676
|
|
|
1,494
|
|
|||
Total current income tax (benefit) expense
|
$
|
(8,188
|
)
|
|
$
|
2,823
|
|
|
$
|
3,158
|
|
Deferred:
|
|
|
|
|
|
||||||
Federal
|
$
|
(1,035
|
)
|
|
$
|
(3,714
|
)
|
|
$
|
(573
|
)
|
State
|
18
|
|
|
(326
|
)
|
|
3
|
|
|||
Total deferred income tax (benefit) expense
|
$
|
(1,017
|
)
|
|
$
|
(4,040
|
)
|
|
$
|
(570
|
)
|
Total income tax (benefit) expense
|
$
|
(9,205
|
)
|
|
$
|
(1,217
|
)
|
|
$
|
2,588
|
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
Deferred tax assets:
|
|
|
|
||||
Current:
|
|
|
|
||||
Other current assets
|
$
|
348
|
|
|
$
|
351
|
|
Other
|
8
|
|
|
8
|
|
||
Total current deferred tax asset
|
356
|
|
|
359
|
|
||
Net operating loss carryforwards
|
5,206
|
|
|
2,363
|
|
||
Total long-term deferred tax asset
|
5,206
|
|
|
2,363
|
|
||
Valuation allowances
|
(543
|
)
|
|
(428
|
)
|
||
Total deferred tax assets
|
$
|
5,019
|
|
|
$
|
2,294
|
|
Deferred tax liabilities:
|
|
|
|
||||
Current:
|
|
|
|
||||
Other
|
$
|
(658
|
)
|
|
$
|
(211
|
)
|
Long-term:
|
|
|
|
||||
Fixed assets
|
(4,914
|
)
|
|
(5,744
|
)
|
||
Intangible assets
|
(8,896
|
)
|
|
(6,805
|
)
|
||
Total long-term liability
|
(13,810
|
)
|
|
(12,549
|
)
|
||
Total deferred tax liabilities
|
$
|
(14,468
|
)
|
|
$
|
(12,760
|
)
|
Total net deferred tax liability
|
$
|
(9,449
|
)
|
|
$
|
(10,466
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Income (loss) before income taxes
|
$
|
87,114
|
|
|
$
|
50,032
|
|
|
$
|
(47,953
|
)
|
Partnership (income) loss not subject to tax
|
(89,797
|
)
|
|
(60,304
|
)
|
|
47,357
|
|
|||
Loss subject to income taxes
|
$
|
(2,683
|
)
|
|
$
|
(10,272
|
)
|
|
$
|
(596
|
)
|
Tax benefit at federal statutory rate
|
$
|
(939
|
)
|
|
$
|
(3,595
|
)
|
|
$
|
(209
|
)
|
State income taxes, net of federal benefit
|
460
|
|
|
123
|
|
|
583
|
|
|||
Effects of unrecognized tax positions, federal and state
|
(8,205
|
)
|
|
1,964
|
|
|
1,909
|
|
|||
Return to provision, federal and state
|
(166
|
)
|
|
72
|
|
|
257
|
|
|||
Other
|
(355
|
)
|
|
219
|
|
|
48
|
|
|||
Income tax (benefit) expense
|
$
|
(9,205
|
)
|
|
$
|
(1,217
|
)
|
|
$
|
2,588
|
|
Effective tax rate on income (loss) before income taxes
|
(1)
|
|
(1)
|
|
(1)
|
(1)
|
Income tax expense is related to taxable income generated by our corporate subsidiaries and Texas Margin Tax. Due to the income tax benefit in
2012
and
2011
and the loss before income taxes in
2010
, the effective tax rate as a percentage of our total income (loss) before income taxes is not meaningful.
|
Balance at January 1, 2010
|
$
|
4,332
|
|
Additions based on tax positions related to current year
|
1,909
|
|
|
Balance as of December 31, 2010
|
6,241
|
|
|
Additions based on tax positions related to current year
|
1,964
|
|
|
Balance as of December 31, 2011
|
8,205
|
|
|
Reversal of uncertain tax positions due to tax audit settlements
|
(8,205
|
)
|
|
Balance as of December 31, 2012
|
$
|
—
|
|
|
2012 Quarters
|
|
Total
|
||||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Year
|
||||||||||
Revenues
|
$
|
960,717
|
|
|
$
|
1,013,431
|
|
|
$
|
1,041,837
|
|
|
$
|
1,054,072
|
|
|
$
|
4,070,057
|
|
Operating income
|
$
|
26,730
|
|
|
$
|
27,669
|
|
|
$
|
29,118
|
|
|
$
|
30,173
|
|
|
$
|
113,690
|
|
Net income attributable to Genesis Energy, L.P.
|
$
|
19,604
|
|
|
$
|
18,584
|
|
|
$
|
31,194
|
|
|
$
|
26,937
|
|
|
$
|
96,319
|
|
Net income per common unit—basic and diluted
|
$
|
0.27
|
|
|
$
|
0.23
|
|
|
$
|
0.39
|
|
|
$
|
0.34
|
|
|
$
|
1.23
|
|
Cash distributions per common unit
(1)
|
$
|
0.4400
|
|
|
$
|
0.4500
|
|
|
$
|
0.4600
|
|
|
$
|
0.4725
|
|
|
$
|
1.8225
|
|
|
2011 Quarters
|
|
Total
|
||||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Year
|
||||||||||
Revenues
|
$
|
689,798
|
|
|
$
|
762,790
|
|
|
$
|
830,200
|
|
|
$
|
806,881
|
|
|
$
|
3,089,669
|
|
Operating income
|
$
|
12,832
|
|
|
$
|
25,931
|
|
|
$
|
28,632
|
|
|
$
|
15,057
|
|
|
$
|
82,452
|
|
Net income attributable to Genesis Energy, L.P.
|
$
|
7,030
|
|
|
$
|
17,358
|
|
|
$
|
19,088
|
|
|
$
|
7,773
|
|
|
$
|
51,249
|
|
Net income per common unit—basic and diluted
|
$
|
0.11
|
|
|
$
|
0.27
|
|
|
$
|
0.27
|
|
|
$
|
0.10
|
|
|
$
|
0.75
|
|
Cash distributions per common unit
(1)
|
$
|
0.4000
|
|
|
$
|
0.4075
|
|
|
$
|
0.4150
|
|
|
$
|
0.4275
|
|
|
$
|
1.6500
|
|
(1)
|
Represents cash distributions declared and paid in the applicable period.
|
|
|
2012 Quarters
|
||||||||||
AS REPORTED:
|
|
First
|
|
Second
|
|
Third
|
||||||
REVENUES:
|
|
|
|
|
|
|
||||||
Supply and logistics
|
|
$
|
865,489
|
|
|
$
|
857,127
|
|
|
$
|
875,193
|
|
Total revenues
|
|
$
|
932,943
|
|
|
$
|
922,668
|
|
|
$
|
942,334
|
|
COSTS AND EXPENSES:
|
|
|
|
|
|
|
||||||
Supply and logistics product costs
|
|
$
|
808,095
|
|
|
$
|
792,413
|
|
|
$
|
811,896
|
|
Total costs and expenses
|
|
$
|
906,213
|
|
|
$
|
894,999
|
|
|
$
|
913,216
|
|
OPERATING INCOME
|
|
$
|
26,730
|
|
|
$
|
27,669
|
|
|
$
|
29,118
|
|
|
|
|
|
|
|
|
||||||
|
|
2012 Quarters
|
||||||||||
AS ADJUSTED:
|
|
First
|
|
Second
|
|
Third
|
||||||
REVENUES:
|
|
|
|
|
|
|
||||||
Supply and logistics
|
|
$
|
893,263
|
|
|
$
|
947,890
|
|
|
$
|
974,696
|
|
Total revenues
|
|
$
|
960,717
|
|
|
$
|
1,013,431
|
|
|
$
|
1,041,837
|
|
COSTS AND EXPENSES:
|
|
|
|
|
|
|
||||||
Supply and logistics product costs
|
|
$
|
835,869
|
|
|
$
|
883,176
|
|
|
$
|
911,399
|
|
Total costs and expenses
|
|
$
|
933,987
|
|
|
$
|
985,762
|
|
|
$
|
1,012,719
|
|
OPERATING INCOME
|
|
$
|
26,730
|
|
|
$
|
27,669
|
|
|
$
|
29,118
|
|
Condensed Consolidating Balance Sheet
|
|||||||||||||||||||||||
December 31, 2012
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Genesis
Energy, L.P.
(Parent and
Co-Issuer)
|
|
Genesis
Energy Finance
Corporation
(Co-Issuer)
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Genesis
Energy, L.P.
Consolidated
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
11,214
|
|
|
$
|
58
|
|
|
$
|
—
|
|
|
$
|
11,282
|
|
Other current assets
|
745,589
|
|
|
—
|
|
|
367,837
|
|
|
41,533
|
|
|
(762,207
|
)
|
|
392,752
|
|
||||||
Total current assets
|
745,599
|
|
|
—
|
|
|
379,051
|
|
|
41,591
|
|
|
(762,207
|
)
|
|
404,034
|
|
||||||
Fixed Assets, at cost
|
—
|
|
|
—
|
|
|
617,519
|
|
|
105,706
|
|
|
—
|
|
|
723,225
|
|
||||||
Less: Accumulated depreciation
|
—
|
|
|
—
|
|
|
(144,882
|
)
|
|
(13,062
|
)
|
|
—
|
|
|
(157,944
|
)
|
||||||
Net fixed assets
|
—
|
|
|
—
|
|
|
472,637
|
|
|
92,644
|
|
|
—
|
|
|
565,281
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
325,046
|
|
|
—
|
|
|
—
|
|
|
325,046
|
|
||||||
Other assets, net
|
17,737
|
|
|
—
|
|
|
254,423
|
|
|
157,604
|
|
|
(163,696
|
)
|
|
266,068
|
|
||||||
Equity investees and other investments
|
—
|
|
|
—
|
|
|
549,235
|
|
|
—
|
|
|
—
|
|
|
549,235
|
|
||||||
Investments in subsidiaries
|
1,006,415
|
|
|
—
|
|
|
102,707
|
|
|
—
|
|
|
(1,109,122
|
)
|
|
—
|
|
||||||
Total assets
|
$
|
1,769,751
|
|
|
$
|
—
|
|
|
$
|
2,083,099
|
|
|
$
|
291,839
|
|
|
$
|
(2,035,025
|
)
|
|
$
|
2,109,664
|
|
LIABILITIES AND PARTNERS’ CAPITAL
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities
|
$
|
2,361
|
|
|
$
|
—
|
|
|
$
|
1,048,937
|
|
|
$
|
23,567
|
|
|
$
|
(762,214
|
)
|
|
$
|
312,651
|
|
Senior secured credit facilities
|
500,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500,000
|
|
||||||
Senior unsecured notes
|
350,895
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
350,895
|
|
||||||
Deferred tax liabilities
|
—
|
|
|
—
|
|
|
13,810
|
|
|
—
|
|
|
—
|
|
|
13,810
|
|
||||||
Other liabilities
|
—
|
|
|
—
|
|
|
13,044
|
|
|
166,282
|
|
|
(163,513
|
)
|
|
15,813
|
|
||||||
Total liabilities
|
853,256
|
|
|
—
|
|
|
1,075,791
|
|
|
189,849
|
|
|
(925,727
|
)
|
|
1,193,169
|
|
||||||
Partners’ capital
|
916,495
|
|
|
—
|
|
|
1,007,308
|
|
|
101,990
|
|
|
(1,109,298
|
)
|
|
916,495
|
|
||||||
Total liabilities and partners’ capital
|
$
|
1,769,751
|
|
|
$
|
—
|
|
|
$
|
2,083,099
|
|
|
$
|
291,839
|
|
|
$
|
(2,035,025
|
)
|
|
$
|
2,109,664
|
|
Condensed Consolidating Balance Sheet
|
|||||||||||||||||||||||
December 31, 2011
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Genesis
Energy, L.P.
(Parent and
Co-Issuer)
|
|
Genesis
Energy Finance
Corporation
(Co-Issuer)
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Genesis
Energy, L.P.
Consolidated
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
9,182
|
|
|
$
|
1,632
|
|
|
$
|
—
|
|
|
$
|
10,817
|
|
Other current assets
|
597,966
|
|
|
—
|
|
|
341,131
|
|
|
31,897
|
|
|
(605,707
|
)
|
|
365,287
|
|
||||||
Total current assets
|
597,969
|
|
|
—
|
|
|
350,313
|
|
|
33,529
|
|
|
(605,707
|
)
|
|
376,104
|
|
||||||
Fixed Assets, at cost
|
—
|
|
|
—
|
|
|
444,262
|
|
|
96,876
|
|
|
—
|
|
|
541,138
|
|
||||||
Less: Accumulated depreciation
|
—
|
|
|
—
|
|
|
(114,655
|
)
|
|
(9,558
|
)
|
|
—
|
|
|
(124,213
|
)
|
||||||
Net fixed assets
|
—
|
|
|
—
|
|
|
329,607
|
|
|
87,318
|
|
|
—
|
|
|
416,925
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
325,046
|
|
|
—
|
|
|
—
|
|
|
325,046
|
|
||||||
Other assets, net
|
14,773
|
|
|
—
|
|
|
276,450
|
|
|
162,373
|
|
|
(167,774
|
)
|
|
285,822
|
|
||||||
Equity investees and other investments
|
—
|
|
|
—
|
|
|
326,947
|
|
|
—
|
|
|
—
|
|
|
326,947
|
|
||||||
Investments in subsidiaries
|
841,725
|
|
|
—
|
|
|
96,303
|
|
|
—
|
|
|
(938,028
|
)
|
|
—
|
|
||||||
Total assets
|
$
|
1,454,467
|
|
|
$
|
—
|
|
|
$
|
1,704,666
|
|
|
$
|
283,220
|
|
|
$
|
(1,711,509
|
)
|
|
$
|
1,730,844
|
|
LIABILITIES AND PARTNERS’ CAPITAL
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities
|
$
|
2,529
|
|
|
$
|
—
|
|
|
$
|
835,013
|
|
|
$
|
17,562
|
|
|
$
|
(605,676
|
)
|
|
$
|
249,428
|
|
Senior secured credit facilities
|
409,300
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
409,300
|
|
||||||
Senior unsecured notes
|
250,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
250,000
|
|
||||||
Deferred tax liabilities
|
—
|
|
|
—
|
|
|
12,549
|
|
|
—
|
|
|
—
|
|
|
12,549
|
|
||||||
Other liabilities
|
—
|
|
|
—
|
|
|
14,673
|
|
|
169,842
|
|
|
(167,586
|
)
|
|
16,929
|
|
||||||
Total liabilities
|
661,829
|
|
|
—
|
|
|
862,235
|
|
|
187,404
|
|
|
(773,262
|
)
|
|
938,206
|
|
||||||
Partners capital
|
792,638
|
|
|
—
|
|
|
842,431
|
|
|
95,816
|
|
|
(938,247
|
)
|
|
792,638
|
|
||||||
Total liabilities and partners’ capital
|
$
|
1,454,467
|
|
|
$
|
—
|
|
|
$
|
1,704,666
|
|
|
$
|
283,220
|
|
|
$
|
(1,711,509
|
)
|
|
$
|
1,730,844
|
|
Condensed Consolidating Statement of Operations
|
|||||||||||||||||||||||
Year Ended December 31, 2012
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Genesis
Energy, L.P.
(Parent and
Co-Issuer)
|
|
Genesis
Energy Finance
Corporation
(Co-Issuer)
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Genesis
Energy, L.P.
Consolidated
|
||||||||||||
REVENUES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Supply and logistics
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,772,400
|
|
|
$
|
135,013
|
|
|
$
|
(109,663
|
)
|
|
$
|
3,797,750
|
|
Refinery services
|
—
|
|
|
—
|
|
|
192,083
|
|
|
19,999
|
|
|
(16,065
|
)
|
|
196,017
|
|
||||||
Pipeline transportation services
|
—
|
|
|
—
|
|
|
50,106
|
|
|
26,184
|
|
|
—
|
|
|
76,290
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
4,014,589
|
|
|
181,196
|
|
|
(125,728
|
)
|
|
4,070,057
|
|
||||||
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Supply and logistics costs
|
—
|
|
|
—
|
|
|
3,696,792
|
|
|
120,280
|
|
|
(109,661
|
)
|
|
3,707,411
|
|
||||||
Refinery services operating costs
|
—
|
|
|
—
|
|
|
120,095
|
|
|
19,489
|
|
|
(16,107
|
)
|
|
123,477
|
|
||||||
Pipeline transportation operating costs
|
—
|
|
|
—
|
|
|
21,000
|
|
|
894
|
|
|
—
|
|
|
21,894
|
|
||||||
General and administrative
|
—
|
|
|
—
|
|
|
42,297
|
|
|
122
|
|
|
—
|
|
|
42,419
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
57,402
|
|
|
3,764
|
|
|
—
|
|
|
61,166
|
|
||||||
Total costs and expenses
|
—
|
|
|
—
|
|
|
3,937,586
|
|
|
144,549
|
|
|
(125,768
|
)
|
|
3,956,367
|
|
||||||
OPERATING INCOME
|
—
|
|
|
—
|
|
|
77,003
|
|
|
36,647
|
|
|
40
|
|
|
113,690
|
|
||||||
Equity in earnings of equity investees
|
—
|
|
|
—
|
|
|
14,345
|
|
|
—
|
|
|
—
|
|
|
14,345
|
|
||||||
Equity in earnings of subsidiaries
|
137,151
|
|
|
—
|
|
|
20,547
|
|
|
—
|
|
|
(157,698
|
)
|
|
—
|
|
||||||
Interest (expense) income, net
|
(40,832
|
)
|
|
—
|
|
|
16,502
|
|
|
(16,591
|
)
|
|
—
|
|
|
(40,921
|
)
|
||||||
Income before income taxes
|
96,319
|
|
|
—
|
|
|
128,397
|
|
|
20,056
|
|
|
(157,658
|
)
|
|
87,114
|
|
||||||
Income tax benefit
|
—
|
|
|
—
|
|
|
8,903
|
|
|
302
|
|
|
—
|
|
|
9,205
|
|
||||||
NET INCOME
|
$
|
96,319
|
|
|
$
|
—
|
|
|
$
|
137,300
|
|
|
$
|
20,358
|
|
|
$
|
(157,658
|
)
|
|
$
|
96,319
|
|
Condensed Consolidating Statement of Operations
|
|||||||||||||||||||||||
Year Ended December 31, 2011
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Genesis
Energy, L.P.
(Parent and
Co-Issuer)
|
|
Genesis
Energy Finance
Corporation
(Co-Issuer)
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Genesis
Energy, L.P.
Consolidated
|
||||||||||||
REVENUES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Supply and logistics
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,824,524
|
|
|
$
|
14,883
|
|
|
$
|
(13,639
|
)
|
|
$
|
2,825,768
|
|
Refinery services
|
—
|
|
|
—
|
|
|
197,928
|
|
|
20,548
|
|
|
(16,765
|
)
|
|
201,711
|
|
||||||
Pipeline transportation services
|
—
|
|
|
—
|
|
|
36,281
|
|
|
25,909
|
|
|
—
|
|
|
62,190
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
3,058,733
|
|
|
61,340
|
|
|
(30,404
|
)
|
|
3,089,669
|
|
||||||
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Supply and logistics costs
|
—
|
|
|
—
|
|
|
2,766,084
|
|
|
14,363
|
|
|
(13,639
|
)
|
|
2,766,808
|
|
||||||
Refinery services operating costs
|
—
|
|
|
—
|
|
|
122,724
|
|
|
20,968
|
|
|
(16,910
|
)
|
|
126,782
|
|
||||||
Pipeline transportation operating costs
|
—
|
|
|
—
|
|
|
16,174
|
|
|
790
|
|
|
—
|
|
|
16,964
|
|
||||||
General and administrative
|
—
|
|
|
—
|
|
|
34,473
|
|
|
—
|
|
|
—
|
|
|
34,473
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
59,439
|
|
|
2,751
|
|
|
—
|
|
|
62,190
|
|
||||||
Total costs and expenses
|
—
|
|
|
—
|
|
|
2,998,894
|
|
|
38,872
|
|
|
(30,549
|
)
|
|
3,007,217
|
|
||||||
OPERATING INCOME
|
—
|
|
|
—
|
|
|
59,839
|
|
|
22,468
|
|
|
145
|
|
|
82,452
|
|
||||||
Equity in earnings of equity investees
|
—
|
|
|
—
|
|
|
3,347
|
|
|
—
|
|
|
—
|
|
|
3,347
|
|
||||||
Equity in earnings of subsidiaries
|
86,958
|
|
|
—
|
|
|
5,333
|
|
|
—
|
|
|
(92,291
|
)
|
|
—
|
|
||||||
Interest (expense) income, net
|
(35,709
|
)
|
|
—
|
|
|
16,933
|
|
|
(16,991
|
)
|
|
—
|
|
|
(35,767
|
)
|
||||||
Income before income taxes
|
51,249
|
|
|
—
|
|
|
85,452
|
|
|
5,477
|
|
|
(92,146
|
)
|
|
50,032
|
|
||||||
Income tax benefit (expense)
|
—
|
|
|
—
|
|
|
1,555
|
|
|
(338
|
)
|
|
—
|
|
|
1,217
|
|
||||||
NET INCOME
|
$
|
51,249
|
|
|
$
|
—
|
|
|
$
|
87,007
|
|
|
$
|
5,139
|
|
|
$
|
(92,146
|
)
|
|
$
|
51,249
|
|
Condensed Consolidating Statement of Operations
|
|||||||||||||||||||||||
Year Ended December 31, 2010
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Genesis
Energy, L.P.
(Parent and
Co-Issuer)
|
|
Genesis
Energy Finance
Corporation
(Co-Issuer)
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Genesis
Energy, L.P.
Consolidated
|
||||||||||||
REVENUES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Supply and logistics
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,894,612
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,894,612
|
|
Refinery services
|
—
|
|
|
—
|
|
|
146,570
|
|
|
14,544
|
|
|
(10,054
|
)
|
|
151,060
|
|
||||||
Pipeline transportation services
|
—
|
|
|
—
|
|
|
29,497
|
|
|
26,155
|
|
|
—
|
|
|
55,652
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
2,070,679
|
|
|
40,699
|
|
|
(10,054
|
)
|
|
2,101,324
|
|
||||||
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Supply and logistics costs
|
—
|
|
|
—
|
|
|
1,858,862
|
|
|
—
|
|
|
—
|
|
|
1,858,862
|
|
||||||
Refinery services operating costs
|
—
|
|
|
—
|
|
|
85,250
|
|
|
12,672
|
|
|
(9,828
|
)
|
|
88,094
|
|
||||||
Pipeline transportation operating costs
|
—
|
|
|
—
|
|
|
14,301
|
|
|
476
|
|
|
—
|
|
|
14,777
|
|
||||||
General and administrative
|
—
|
|
|
—
|
|
|
113,406
|
|
|
—
|
|
|
—
|
|
|
113,406
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
50,973
|
|
|
2,596
|
|
|
—
|
|
|
53,569
|
|
||||||
Total costs and expenses
|
—
|
|
|
—
|
|
|
2,122,792
|
|
|
15,744
|
|
|
(9,828
|
)
|
|
2,128,708
|
|
||||||
OPERATING (LOSS) INCOME
|
—
|
|
|
—
|
|
|
(52,113
|
)
|
|
24,955
|
|
|
(226
|
)
|
|
(27,384
|
)
|
||||||
Equity in earnings of equity investees
|
—
|
|
|
—
|
|
|
2,355
|
|
|
—
|
|
|
—
|
|
|
2,355
|
|
||||||
Equity in (losses) earnings of subsidiaries
|
(34,988
|
)
|
|
—
|
|
|
7,401
|
|
|
—
|
|
|
27,587
|
|
|
—
|
|
||||||
Interest (expense) income, net
|
(13,471
|
)
|
|
—
|
|
|
7,884
|
|
|
(17,337
|
)
|
|
—
|
|
|
(22,924
|
)
|
||||||
(Loss) income before income taxes
|
(48,459
|
)
|
|
—
|
|
|
(34,473
|
)
|
|
7,618
|
|
|
27,361
|
|
|
(47,953
|
)
|
||||||
Income tax expense
|
—
|
|
|
—
|
|
|
(2,175
|
)
|
|
(413
|
)
|
|
—
|
|
|
(2,588
|
)
|
||||||
NET (LOSS) INCOME
|
(48,459
|
)
|
|
—
|
|
|
(36,648
|
)
|
|
7,205
|
|
|
27,361
|
|
|
(50,541
|
)
|
||||||
Net loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
2,083
|
|
|
—
|
|
|
(1
|
)
|
|
2,082
|
|
||||||
NET (LOSS) INCOME ATTRIBUTABLE TO GENESIS ENERGY, L.P.
|
$
|
(48,459
|
)
|
|
$
|
—
|
|
|
$
|
(34,565
|
)
|
|
$
|
7,205
|
|
|
$
|
27,360
|
|
|
$
|
(48,459
|
)
|
Condensed Consolidating Statement of Comprehensive Income
|
|||||||||||||||||||||||
Year Ended December 31, 2012
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Genesis
Energy, L.P.
(Parent and
Co-Issuer)
|
|
Genesis
Energy Finance
Corporation
(Co-Issuer)
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Genesis
Energy, L.P.
Consolidated
|
||||||||||||
Net income
|
$
|
96,319
|
|
|
$
|
—
|
|
|
$
|
137,300
|
|
|
$
|
20,358
|
|
|
$
|
(157,658
|
)
|
|
$
|
96,319
|
|
Change in fair value of derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current period reclassification in earnings -
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
interest rate swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Changes in derivative financial instruments -
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
interest rate swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Comprehensive income
|
96,319
|
|
|
—
|
|
|
137,300
|
|
|
20,358
|
|
|
(157,658
|
)
|
|
96,319
|
|
||||||
Comprehensive loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Comprehensive income attributable to Genesis Energy, L.P.
|
$
|
96,319
|
|
|
$
|
—
|
|
|
$
|
137,300
|
|
|
$
|
20,358
|
|
|
$
|
(157,658
|
)
|
|
$
|
96,319
|
|
Condensed Consolidating Statement of Comprehensive Income
|
|||||||||||||||||||||||
Year Ended December 31, 2011
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Genesis
Energy, L.P.
(Parent and
Co-Issuer)
|
|
Genesis
Energy Finance
Corporation
(Co-Issuer)
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Genesis
Energy, L.P.
Consolidated
|
||||||||||||
Net income
|
$
|
51,249
|
|
|
$
|
—
|
|
|
$
|
87,007
|
|
|
$
|
5,139
|
|
|
$
|
(92,146
|
)
|
|
$
|
51,249
|
|
Change in fair value of derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current period reclassification in earnings -
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
interest rate swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Changes in derivative financial instruments -
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
interest rate swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Comprehensive income
|
51,249
|
|
|
—
|
|
|
87,007
|
|
|
5,139
|
|
|
(92,146
|
)
|
|
51,249
|
|
||||||
Comprehensive loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Comprehensive income attributable to Genesis Energy, L.P.
|
$
|
51,249
|
|
|
$
|
—
|
|
|
$
|
87,007
|
|
|
$
|
5,139
|
|
|
$
|
(92,146
|
)
|
|
$
|
51,249
|
|
Condensed Consolidating Statement of Comprehensive Income
|
|||||||||||||||||||||||
Year Ended December 31, 2010
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Genesis
Energy, L.P.
(Parent and
Co-Issuer)
|
|
Genesis
Energy Finance
Corporation
(Co-Issuer)
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Genesis
Energy, L.P.
Consolidated
|
||||||||||||
Net income
|
$
|
(48,459
|
)
|
|
$
|
—
|
|
|
$
|
(36,648
|
)
|
|
$
|
7,205
|
|
|
$
|
27,361
|
|
|
$
|
(50,541
|
)
|
Change in fair value of derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current period reclassification in earnings -
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
interest rate swaps
|
—
|
|
|
—
|
|
|
2,112
|
|
|
—
|
|
|
—
|
|
|
2,112
|
|
||||||
Changes in derivative financial instruments -
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
interest rate swaps
|
—
|
|
|
—
|
|
|
(424
|
)
|
|
—
|
|
|
—
|
|
|
(424
|
)
|
||||||
Other comprehensive loss from consolidated subsidiaries
|
829
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(829
|
)
|
|
—
|
|
||||||
Comprehensive income
|
(47,630
|
)
|
|
—
|
|
|
(34,960
|
)
|
|
7,205
|
|
|
26,532
|
|
|
(48,853
|
)
|
||||||
Comprehensive loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
1,223
|
|
|
—
|
|
|
—
|
|
|
1,223
|
|
||||||
Comprehensive income attributable to Genesis Energy, L.P.
|
$
|
(47,630
|
)
|
|
$
|
—
|
|
|
$
|
(33,737
|
)
|
|
$
|
7,205
|
|
|
$
|
26,532
|
|
|
$
|
(47,630
|
)
|
|
2012
|
|
2011
|
||||
|
(Unaudited)
|
||||||
Assets
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
918
|
|
|
$
|
1,220
|
|
Accounts receivable – trade
|
4,735
|
|
|
3,818
|
|
||
Accounts receivable – related parties
|
189
|
|
|
6
|
|
||
Prepaid and other current assets
|
272
|
|
|
295
|
|
||
Total current assets
|
6,114
|
|
|
5,339
|
|
||
Property, plant and equipment, net
|
421,928
|
|
|
438,421
|
|
||
Total assets
|
$
|
428,042
|
|
|
$
|
443,760
|
|
|
|
|
|
||||
Liabilities and Partners' Equity
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Accounts payable – trade
|
$
|
884
|
|
|
$
|
882
|
|
Accounts payable – related parties
|
455
|
|
|
541
|
|
||
Accrued product payables
|
170
|
|
|
462
|
|
||
Accrued ad valorem taxes
|
520
|
|
|
535
|
|
||
Other current liabilities
|
82
|
|
|
133
|
|
||
Total current liabilities
|
2,111
|
|
|
2,553
|
|
||
Other liabilities
|
1,627
|
|
|
1,616
|
|
||
Commitments and contingencies (see Note 6)
|
|
|
|
||||
Partners' equity
|
424,304
|
|
|
439,591
|
|
||
Total liabilities and partners’ equity
|
$
|
428,042
|
|
|
$
|
443,760
|
|
|
2012
|
|
2011
|
||||
|
(Unaudited)
|
||||||
Revenues
|
|
|
|
||||
Crude oil handling revenues
|
$
|
34,605
|
|
|
$
|
42,454
|
|
Costs and expenses
|
|
|
|
||||
Depreciation and accretion
|
16,596
|
|
|
16,742
|
|
||
Other operating costs and expenses
|
10,428
|
|
|
11,933
|
|
||
General and administrative
|
104
|
|
|
90
|
|
||
Total costs and expenses
|
27,128
|
|
|
28,765
|
|
||
Net income
|
$
|
7,477
|
|
|
$
|
13,689
|
|
|
2012
|
|
2011
|
||||
|
(Unaudited)
|
||||||
Cash flow from operating activities
|
|
|
|
||||
Net income
|
$
|
7,477
|
|
|
$
|
13,689
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and accretion
|
16,596
|
|
|
16,742
|
|
||
Non-cash asset impairment charge
|
—
|
|
|
591
|
|
||
Loss (gain) on sale of asset
|
(5
|
)
|
|
26
|
|
||
Effect of changes in operating accounts:
|
|
|
|
||||
Accounts receivable
|
(1,100
|
)
|
|
4,482
|
|
||
Prepaid and other current assets
|
23
|
|
|
623
|
|
||
Accounts payable
|
(84
|
)
|
|
(2,118
|
)
|
||
Accrued product payables
|
(292
|
)
|
|
462
|
|
||
Accrued ad valorem taxes
|
(15
|
)
|
|
(34
|
)
|
||
Other current liabilities
|
(51
|
)
|
|
45
|
|
||
Net cash provided by operating activities
|
22,549
|
|
|
34,508
|
|
||
Cash flow from investing activities
|
|
|
|
||||
Capital expenditures
|
(92
|
)
|
|
(593
|
)
|
||
Proceeds on sale of assets
|
5
|
|
|
58
|
|
||
Cash used in investing activities
|
(87
|
)
|
|
(535
|
)
|
||
Cash flow from financing activities
|
|
|
|
||||
Contributions from partners
|
20
|
|
|
—
|
|
||
Distributions to partners
|
(22,784
|
)
|
|
(35,340
|
)
|
||
Cash used in financing activities
|
(22,764
|
)
|
|
(35,340
|
)
|
||
Net change in cash and cash equivalents
|
(302
|
)
|
|
(1,367
|
)
|
||
Cash and cash equivalents, January 1
|
1,220
|
|
|
2,587
|
|
||
Cash and cash equivalents, December 31
|
$
|
918
|
|
|
$
|
1,220
|
|
|
Cameron
Highway
Pipeline I,
L.P.
(50%)
|
|
Cameron
Highway
Pipeline II,
L.P.
(25%)
|
|
Cameron
Highway
Pipeline III
L.P.
(25%)
|
|
Total
|
||||||||
|
(Unaudited)
|
||||||||||||||
Capital account balances at January 1, 2011
|
$
|
230,620
|
|
|
$
|
115,311
|
|
|
$
|
115,311
|
|
|
$
|
461,242
|
|
Net income
|
6,845
|
|
|
3,422
|
|
|
3,422
|
|
|
13,689
|
|
||||
Distributions to partners
|
(17,670
|
)
|
|
(8,835
|
)
|
|
(8,835
|
)
|
|
(35,340
|
)
|
||||
Capital accounts balances at December 31, 2011
|
219,795
|
|
|
109,898
|
|
|
109,898
|
|
|
439,591
|
|
||||
Net income
|
3,739
|
|
|
1,869
|
|
|
1,869
|
|
|
7,477
|
|
||||
Contributions from partners
|
10
|
|
|
5
|
|
|
5
|
|
|
20
|
|
||||
Distributions to partners
|
(11,392
|
)
|
|
(5,696
|
)
|
|
(5,696
|
)
|
|
(22,784
|
)
|
||||
Capital accounts balances at December 31, 2012
|
$
|
212,152
|
|
|
$
|
106,076
|
|
|
$
|
106,076
|
|
|
$
|
424,304
|
|
|
For the Year Ended
December 31,
|
|||||
|
2012
|
2011
|
||||
Segment revenues
|
$
|
34,605
|
|
$
|
42,454
|
|
Segment operating income
|
7,477
|
|
13,689
|
|
||
Segment net income
|
7,477
|
|
13,689
|
|
||
|
|
|
||||
|
At December 31,
|
|||||
|
2012
|
2011
|
||||
Segment assets
|
$
|
428,042
|
|
$
|
443,760
|
|
|
Estimated
Useful Life
|
At December 31,
|
|||||
|
2012
|
2011
|
|||||
Pipeline and equipment
|
To 2035
|
$
|
329,404
|
|
$
|
329,368
|
|
Platforms and facilities (1)
|
To 2035
|
165,365
|
|
169,973
|
|
||
Crude oil line fill (2)
|
N/A
|
34,053
|
|
34,053
|
|
||
Construction in progress
|
N/A
|
22,073
|
|
18,215
|
|
||
Subtotal
|
|
550,895
|
|
551,609
|
|
||
Less: Accumulated depreciation
|
|
(128,967
|
)
|
(113,188
|
)
|
||
Property, plant and equipment, net
|
|
$
|
421,928
|
|
$
|
438,421
|
|
|
|
|
|
||||
(1) Includes offshore platforms and related facilities that are an integral part of the Pipeline.
|
|
|
|
||||
(2) Line fill is carried at historical cost and is not depreciated, but is subject to impairment considerations.
|
|
|
|
|
For the Year Ended
December 31,
|
|||||
|
2012
|
2011
|
||||
Balance of ARO at beginning of year
|
$
|
1,616
|
|
$
|
1,475
|
|
Accretion expense
|
118
|
|
120
|
|
||
Revisions in expected cash flows
|
(107
|
)
|
21
|
|
||
Balance of ARO at end of year
|
$
|
1,627
|
|
$
|
1,616
|
|
2013
|
2014
|
2015
|
2016
|
2017
|
||||||||||
$
|
115
|
|
$
|
123
|
|
$
|
131
|
|
$
|
141
|
|
$
|
151
|
|
2013
|
2014
|
2015
|
2016
|
2017
|
Thereafter
|
||||||||||||
$
|
22
|
|
$
|
22
|
|
$
|
22
|
|
$
|
22
|
|
$
|
22
|
|
$
|
194
|
|
ASSETS
|
|
||
CURRENT ASSETS
|
|
||
Cash and cash equivalents
|
$
|
2,587
|
|
Accounts receivable – trade
|
8,172
|
|
|
Accounts receivable – affiliates
|
218
|
|
|
Prepaid and other current assets
|
918
|
|
|
Total current assets
|
11,895
|
|
|
PROPERTY, PLANT AND EQUIPMENT, NET
|
455,424
|
|
|
Total assets
|
$
|
467,319
|
|
LIABILITIES AND PARTNERS’ EQUITY
|
|
||
CURRENT LIABILITIES
|
|
||
Accounts payable – trade
|
$
|
2,420
|
|
Accounts payable – affiliates
|
1,525
|
|
|
Other current liabilities
|
657
|
|
|
Total current liabilities
|
4,602
|
|
|
OTHER LIABILITIES
|
1,475
|
|
|
COMMITMENTS AND CONTINGENCIES
|
—
|
|
|
PARTNERS’ EQUITY
|
461,242
|
|
|
Total liabilities and partners’ equity
|
$
|
467,319
|
|
REVENUES
|
|
||
Crude oil handling revenues
|
$
|
5,636
|
|
Total revenues
|
5,636
|
|
|
COSTS AND EXPENSES
|
|
||
Depreciation and accretion
|
1,797
|
|
|
Other operating costs and expenses (see Note 5)
|
1,159
|
|
|
General and administrative costs
|
16
|
|
|
Total costs and expenses
|
2,972
|
|
|
NET INCOME
|
$
|
2,664
|
|
OPERATING ACTIVITIES
|
|
||
Net income
|
$
|
2,664
|
|
Adjustments to reconcile net income to net cash flows provided by operating activities:
|
|
||
Depreciation and accretion
|
1,797
|
|
|
Effect of changes in operating accounts
|
|
||
Accounts receivable
|
129
|
|
|
Prepaid and other current assets
|
100
|
|
|
Accounts payable
|
388
|
|
|
Other current liabilities
|
(27
|
)
|
|
Net cash provided by operating activities
|
5,051
|
|
|
INVESTING ACTIVITIES
|
|
||
Capital expenditures
|
(104
|
)
|
|
Cash used in investing activities
|
(104
|
)
|
|
FINANCING ACTIVITIES
|
|
||
Distributions to partners
|
(7,800
|
)
|
|
Cash used in financing activities
|
(7,800
|
)
|
|
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
(2,853
|
)
|
|
CASH AND CASH EQUIVALENTS, NOVEMBER 23
|
5,440
|
|
|
CASH AND CASH EQUIVALENTS, DECEMBER 31
|
$
|
2,587
|
|
|
Cameron
Highway
Pipeline I, L.P.
(Enterprise)
50%
|
|
Cameron
Highway
Pipeline II, L.P.
(Genesis)
25%
|
|
Cameron
Highway
Pipeline III, L.P.
(Genesis)
25%
|
|
Total
|
||||||||
BALANCE AT NOVEMBER 23, 2010
|
$
|
233,188
|
|
|
$
|
116,595
|
|
|
$
|
116,595
|
|
|
$
|
466,378
|
|
Net income
|
1,332
|
|
|
666
|
|
|
666
|
|
|
2,664
|
|
||||
Distributions to partners
|
(3,900
|
)
|
|
(1,950
|
)
|
|
(1,950
|
)
|
|
(7,800
|
)
|
||||
BALANCE AT DECEMBER 31, 2010
|
$
|
230,620
|
|
|
$
|
115,311
|
|
|
$
|
115,311
|
|
|
$
|
461,242
|
|
|
Estimated
Useful
Life
|
|
December 31, 2010
|
||
Pipeline (1)
|
30 years
|
|
$
|
329,093
|
|
Platforms and facilities (2)
|
30 years
|
|
169,789
|
|
|
Crude oil line fill (3)
|
n/a
|
|
34,053
|
|
|
Construction in progress
|
n/a
|
|
19,056
|
|
|
Total
|
|
|
551,991
|
|
|
Less accumulated depreciation
|
|
|
96,567
|
|
|
Property, plant and equipment, net
|
|
|
$
|
455,424
|
|
(1)
|
Includes the Pipeline and related assets.
|
(2)
|
Platforms and facilities include offshore platforms and related facilities that are an integral part of the Pipeline.
|
(3)
|
Crude oil line fill is carried at original cost and is not depreciated, but it is subject to impairment considerations.
|
2011
|
$
|
21
|
|
2012
|
21
|
|
|
2013
|
22
|
|
|
2014
|
22
|
|
|
2015
|
22
|
|
|
Thereafter
|
233
|
|
|
Total
|
$
|
341
|
|
By:
|
Genesis Energy, LLC, its general partner
|
By:
|
GENESIS ENERGY, LLC, its general partner
|
By:
|
Genesis Energy, LLC, its general partner
|
By:
|
GENESIS ENERGY, LLC, its general partner
|
(a)
|
A severance payment equal to the greater of (i) two (2) times your base annual salary in effect on your termination date, reduced by one-twelfth (1/12
th
) of your base annual salary for each month you are employed following the Change of Control but prior to your termination date; or (ii) one (1) times your base annual salary;
|
(b)
|
A bonus payment equal to the greater of (i) 200% of your base annual salary in effect on your termination date, reduced by one-twelfth (1/12
th
) of your base annual salary for each month you are employed following the Change of Control but prior to your termination date; or (ii) 100% of your base annual salary in effect on your termination date; and,
|
(c)
|
Continued coverage, at the Company’s expense, for you and any of your family members covered under the Company’s health and medical benefit plans on your termination date, for a period
|
SUBSIDIARY
|
|
JURISDICTION OF ORGANIZATION
|
ANTELOPE REFINING, LLC
|
|
DELAWARE
|
DAVISON PETROLEUM SUPPLY, LLC
|
|
DELAWARE
|
DAVISON TRANSPORTATION SERVICES, INC.
|
|
DELAWARE
|
DAVISON TRANSPORTATION SERVICES, LLC
|
|
DELAWARE
|
FUEL MASTERS, LLC
|
|
TEXAS
|
GEL CHOPS GP, LLC
|
|
DELAWARE
|
GEL CHOPS I, L.P.
|
|
DELAWARE
|
GEL CHOPS II, L.P.
|
|
DELAWARE
|
GEL ODYSSEY, LLC
|
|
DELAWARE
|
GEL OFFSHORE PIPELINE, LLC
|
|
DELAWARE
|
GEL OFFSHORE, LLC
|
|
DELAWARE
|
GEL POSEIDON, LLC
|
|
DELAWARE
|
GEL SEKCO, LLC
|
|
DELAWARE
|
GEL TEX MARKETING, LLC
|
|
DELAWARE
|
GEL WYOMING, LLC
|
|
DELAWARE
|
GENESIS BR, LLC
|
|
DELAWARE
|
GENESIS CHOPS I, LLC
|
|
DELAWARE
|
GENESIS CHOPS II, LLC
|
|
DELAWARE
|
GENESIS CO2 PIPELINE, L.P.
|
|
DELAWARE
|
GENESIS CRUDE OIL, L.P.
|
|
DELAWARE
|
GENESIS DAVISON, LLC
|
|
DELAWARE
|
GENESIS ENERGY FINANCE CORPORATION
|
|
DELAWARE
|
GENESIS ENERGY, LLC
|
|
DELAWARE
|
GENESIS FREE STATE HOLDINGS, LLC
|
|
DELAWARE
|
GENESIS FREE STATE PIPELINE, LLC
|
|
DELAWARE
|
GENESIS MARINE, LLC
|
|
DELAWARE
|
GENESIS NATURAL GAS PIPELINE, L.P.
|
|
DELAWARE
|
GENESIS NEJD HOLDINGS, LLC
|
|
DELAWARE
|
GENESIS NEJD PIPELINE, LLC
|
|
DELAWARE
|
GENESIS ODYSSEY, LLC
|
|
DELAWARE
|
GENESIS OFFSHORE, LLC
|
|
DELAWARE
|
GENESIS PIPELINE ALABAMA, LLC
|
|
ALABAMA
|
GENESIS PIPELINE TEXAS, L.P.
|
|
DELAWARE
|
GENESIS PIPELINE USA, L.P.
|
|
DELAWARE
|
GENESIS POSEIDON, LLC
|
|
DELAWARE
|
GENESIS RAIL SERVICES, LLC
|
|
DELAWARE
|
SUBSIDIARY
|
|
JURISDICTION OF ORGANIZATION
|
GENESIS SEKCO, LLC
|
|
DELAWARE
|
GENESIS SYNGAS INVESTMENTS, L.P.
|
|
DELAWARE
|
MILAM SERVICES, INC.
|
|
DELAWARE
|
PRONGHORN RAIL SERVICES, LLC
|
|
DELAWARE
|
RED RIVER TERMINALS, L.L.C.
|
|
LOUISIANA
|
TDC SERVICES CORPORATION, INC.
|
|
DELAWARE
|
TDC, L.L.C.
|
|
LOUISIANA
|
TEXAS CITY CRUDE OIL TERMINAL, LLC
|
|
DELAWARE
|
THUNDER BASIN HOLDINGS, LLC
|
|
DELAWARE
|
THUNDER BASIN PIPELINE, LLC
|
|
DELAWARE
|
1.
|
I have reviewed this annual report on Form 10-K of Genesis Energy, L.P.;
|
2.
|
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation, and
|
d.
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors:
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
February 26, 2013
|
|
|
||
|
|
|
||
|
|
|
|
/s/ GRANT E. SIMS
|
|
|
|
|
Grant E. Sims
|
|
|
|
|
Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Genesis Energy, L.P.;
|
2.
|
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation, and
|
d.
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors:
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
February 26, 2013
|
|
|
||
|
|
|
||
|
|
|
|
/s/ ROBERT V. DEERE
|
|
|
|
|
Robert V. Deere
|
|
|
|
|
Chief Financial Officer
|
(1)
|
the Partnership's Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 as amended; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
|
February 26, 2013
|
|
|
|
|
|
/s/ GRANT E. SIMS
|
|
|
|
|
|
|
Grant E. Sims
|
|
|
|
|
|
|
Chief Executive Officer,
|
|
|
|
|
|
|
Genesis Energy, LLC
|
(1)
|
the Partnership's Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 as amended; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
|
February 26, 2013
|
|
|
|
|
|
/s/ ROBERT V. DEERE
|
|
|
|
|
|
|
Robert V. Deere
|
|
|
|
|
|
|
Chief Financial Officer,
|
|
|
|
|
|
|
Genesis Energy, LLC
|