|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
76-0513049
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
|
919 Milam, Suite 2100,
Houston, TX
|
77002
|
(Address of principal executive offices)
|
(Zip code)
|
Registrant’s telephone number, including area code: (713) 860-2500
|
|
|
|
|
|
Large accelerated filer
x
|
|
Accelerated filer
¨
|
|
Non-accelerated filer
¨
|
|
Smaller reporting company
¨
|
|
|
Page
|
|
|
|
Item 1.
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
6
. Debt
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 5.
|
||
Item 6.
|
||
|
March 31, 2013
|
|
December 31, 2012
|
||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
15,983
|
|
|
$
|
11,282
|
|
Accounts receivable - trade, net
|
356,972
|
|
|
270,925
|
|
||
Inventories
|
79,155
|
|
|
87,050
|
|
||
Other
|
30,147
|
|
|
34,777
|
|
||
Total current assets
|
482,257
|
|
|
404,034
|
|
||
FIXED ASSETS, at cost
|
759,892
|
|
|
723,225
|
|
||
Less: Accumulated depreciation
|
(168,147
|
)
|
|
(157,944
|
)
|
||
Net fixed assets
|
591,745
|
|
|
565,281
|
|
||
NET INVESTMENT IN DIRECT FINANCING LEASES, net of unearned income
|
156,055
|
|
|
157,385
|
|
||
EQUITY INVESTEES
|
608,076
|
|
|
549,235
|
|
||
INTANGIBLE ASSETS, net of amortization
|
72,222
|
|
|
75,065
|
|
||
GOODWILL
|
325,046
|
|
|
325,046
|
|
||
OTHER ASSETS, net of amortization
|
39,882
|
|
|
33,618
|
|
||
TOTAL ASSETS
|
$
|
2,275,283
|
|
|
$
|
2,109,664
|
|
LIABILITIES AND PARTNERS’ CAPITAL
|
|
|
|
||||
CURRENT LIABILITIES:
|
|
|
|
||||
Accounts payable - trade
|
$
|
312,719
|
|
|
$
|
258,053
|
|
Accrued liabilities
|
60,660
|
|
|
54,598
|
|
||
Total current liabilities
|
373,379
|
|
|
312,651
|
|
||
SENIOR SECURED CREDIT FACILITY
|
271,000
|
|
|
500,000
|
|
||
SENIOR UNSECURED NOTES
|
700,865
|
|
|
350,895
|
|
||
DEFERRED TAX LIABILITIES
|
13,488
|
|
|
13,810
|
|
||
OTHER LONG-TERM LIABILITIES
|
16,600
|
|
|
15,813
|
|
||
COMMITMENTS AND CONTINGENCIES (
Note 13
)
|
|
|
|
||||
PARTNERS’ CAPITAL:
|
|
|
|
||||
Common unitholders, 81,202,752 units issued and outstanding at March 31, 2013 and December 31, 2012
|
899,951
|
|
|
916,495
|
|
||
TOTAL LIABILITIES AND PARTNERS’ CAPITAL
|
$
|
2,275,283
|
|
|
$
|
2,109,664
|
|
|
Three Months Ended
March 31, |
||||||
|
2013
|
|
2012
|
||||
REVENUES:
|
|
|
|
||||
Supply and logistics
|
$
|
1,076,951
|
|
|
$
|
893,263
|
|
Refinery services
|
49,484
|
|
|
48,045
|
|
||
Pipeline transportation services
|
20,779
|
|
|
19,409
|
|
||
Total revenues
|
1,147,214
|
|
|
960,717
|
|
||
COSTS AND EXPENSES:
|
|
|
|
||||
Supply and logistics product costs
|
1,001,545
|
|
|
835,869
|
|
||
Supply and logistics operating costs
|
49,194
|
|
|
37,916
|
|
||
Refinery services operating costs
|
32,443
|
|
|
30,779
|
|
||
Pipeline transportation operating costs
|
7,084
|
|
|
5,052
|
|
||
General and administrative
|
11,747
|
|
|
9,592
|
|
||
Depreciation and amortization
|
15,053
|
|
|
14,779
|
|
||
Total costs and expenses
|
1,117,066
|
|
|
933,987
|
|
||
OPERATING INCOME
|
30,148
|
|
|
26,730
|
|
||
Equity in earnings of equity investees
|
3,936
|
|
|
3,492
|
|
||
Interest expense
|
(11,441
|
)
|
|
(10,596
|
)
|
||
Income before income taxes
|
22,643
|
|
|
19,626
|
|
||
Income tax benefit (expense)
|
203
|
|
|
(22
|
)
|
||
NET INCOME
|
$
|
22,846
|
|
|
$
|
19,604
|
|
NET INCOME PER COMMON UNIT:
|
|
|
|
||||
Basic and Diluted
|
$
|
0.28
|
|
|
$
|
0.27
|
|
WEIGHTED AVERAGE OUTSTANDING COMMON UNITS:
|
|
|
|
||||
Basic and Diluted
|
81,203
|
|
|
72,836
|
|
|
Number of
Common Units
|
|
Partners’ Capital
|
||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||
Partners’ capital, January 1
|
81,203
|
|
|
71,965
|
|
|
$
|
916,495
|
|
|
$
|
792,638
|
|
Net income
|
—
|
|
|
—
|
|
|
22,846
|
|
|
19,604
|
|
||
Cash distributions
|
—
|
|
|
—
|
|
|
(39,390
|
)
|
|
(31,677
|
)
|
||
Issuance of common units for cash, net
|
—
|
|
|
5,750
|
|
|
—
|
|
|
169,524
|
|
||
Conversion of waiver units
|
—
|
|
|
1,738
|
|
|
—
|
|
|
—
|
|
||
Other
|
—
|
|
|
12
|
|
|
—
|
|
|
500
|
|
||
Partners' capital, March 31
|
81,203
|
|
|
79,465
|
|
|
$
|
899,951
|
|
|
$
|
950,589
|
|
|
Three Months Ended March 31,
|
||||||
|
2013
|
|
2012
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
||||
Net income
|
$
|
22,846
|
|
|
$
|
19,604
|
|
Adjustments to reconcile net income to net cash provided by operating activities -
|
|
|
|
||||
Depreciation and amortization
|
15,053
|
|
|
14,779
|
|
||
Amortization of debt issuance costs and premium
|
1,022
|
|
|
880
|
|
||
Amortization of unearned income and initial direct costs on direct financing leases
|
(4,083
|
)
|
|
(4,241
|
)
|
||
Payments received under direct financing leases
|
5,315
|
|
|
5,462
|
|
||
Equity in earnings of investments in equity investees
|
(3,936
|
)
|
|
(3,492
|
)
|
||
Cash distributions of earnings of equity investees
|
6,047
|
|
|
5,911
|
|
||
Non-cash effect of equity-based compensation plans
|
7,021
|
|
|
123
|
|
||
Deferred and other tax liabilities
|
(323
|
)
|
|
(37
|
)
|
||
Unrealized gains on derivative transactions
|
(52
|
)
|
|
(1,992
|
)
|
||
Other, net
|
71
|
|
|
193
|
|
||
Net changes in components of operating assets and liabilities (
Note 10
)
|
(10,165
|
)
|
|
(17,268
|
)
|
||
Net cash provided by operating activities
|
38,816
|
|
|
19,922
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
||||
Payments to acquire fixed and intangible assets
|
(47,151
|
)
|
|
(47,473
|
)
|
||
Cash distributions received from equity investees - return of investment
|
3,583
|
|
|
4,314
|
|
||
Investments in equity investees
|
(64,534
|
)
|
|
(33,542
|
)
|
||
Acquisitions
|
—
|
|
|
(205,576
|
)
|
||
Proceeds from asset sales
|
332
|
|
|
359
|
|
||
Other, net
|
755
|
|
|
(97
|
)
|
||
Net cash used in investing activities
|
(107,015
|
)
|
|
(282,015
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
||||
Borrowings on senior secured credit facility
|
386,400
|
|
|
509,200
|
|
||
Repayments on senior secured credit facility
|
(615,400
|
)
|
|
(480,300
|
)
|
||
Proceeds from issuance of senior unsecured notes, including premium
|
350,000
|
|
|
101,000
|
|
||
Debt issuance costs
|
(8,157
|
)
|
|
(2,584
|
)
|
||
Issuance of common units for cash, net
|
—
|
|
|
169,524
|
|
||
Distributions to common unitholders
|
(39,390
|
)
|
|
(31,677
|
)
|
||
Other, net
|
(553
|
)
|
|
437
|
|
||
Net cash provided by financing activities
|
72,900
|
|
|
265,600
|
|
||
Net increase in cash and cash equivalents
|
4,701
|
|
|
3,507
|
|
||
Cash and cash equivalents at beginning of period
|
11,282
|
|
|
10,817
|
|
||
Cash and cash equivalents at end of period
|
$
|
15,983
|
|
|
$
|
14,324
|
|
•
|
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
.
|
|
March 31,
2013 |
|
December 31,
2012 |
||||
Petroleum products
|
$
|
54,734
|
|
|
$
|
58,943
|
|
Crude oil
|
15,272
|
|
|
15,885
|
|
||
Caustic soda
|
2,591
|
|
|
5,636
|
|
||
NaHS
|
6,537
|
|
|
6,573
|
|
||
Other
|
21
|
|
|
13
|
|
||
Total
|
$
|
79,155
|
|
|
$
|
87,050
|
|
|
March 31,
2013 |
|
December 31,
2012 |
||||
Pipelines and related assets
|
$
|
242,806
|
|
|
$
|
226,831
|
|
Machinery and equipment
|
91,535
|
|
|
87,502
|
|
||
Transportation equipment
|
20,916
|
|
|
21,170
|
|
||
Marine vessels
|
298,077
|
|
|
298,054
|
|
||
Land, buildings and improvements
|
15,748
|
|
|
15,606
|
|
||
Office equipment, furniture and fixtures
|
5,072
|
|
|
4,964
|
|
||
Construction in progress
|
66,470
|
|
|
52,541
|
|
||
Other
|
19,268
|
|
|
16,557
|
|
||
Fixed assets, at cost
|
759,892
|
|
|
723,225
|
|
||
Less: Accumulated depreciation
|
(168,147
|
)
|
|
(157,944
|
)
|
||
Net fixed assets
|
$
|
591,745
|
|
|
$
|
565,281
|
|
|
Three Months Ended
March 31, |
||||||
|
2013
|
|
2012
|
||||
Depreciation expense
|
$
|
10,495
|
|
|
$
|
8,495
|
|
|
Three Months Ended
March 31, |
||||||
|
2013
|
|
2012
|
||||
Genesis’ share of operating earnings
|
$
|
6,650
|
|
|
$
|
6,038
|
|
Amortization of excess purchase price
|
(2,714
|
)
|
|
(2,546
|
)
|
||
Net equity in earnings
|
$
|
3,936
|
|
|
$
|
3,492
|
|
Distributions received
|
$
|
9,630
|
|
|
$
|
10,225
|
|
|
March 31,
2013 |
|
December 31,
2012 |
||||
BALANCE SHEET DATA:
|
|
|
|
||||
Assets
|
|
|
|
||||
Current assets
|
$
|
81,686
|
|
|
$
|
74,906
|
|
Fixed assets, net
|
896,395
|
|
|
832,525
|
|
||
Other assets
|
9,416
|
|
|
10,202
|
|
||
Total assets
|
$
|
987,497
|
|
|
$
|
917,633
|
|
Liabilities and equity
|
|
|
|
||||
Current liabilities
|
$
|
66,030
|
|
|
$
|
112,321
|
|
Other liabilities
|
146,233
|
|
|
134,731
|
|
||
Equity
|
775,234
|
|
|
670,581
|
|
||
Total liabilities and equity
|
$
|
987,497
|
|
|
$
|
917,633
|
|
|
Three Months Ended
March 31, |
||||||
|
2013
|
|
2012
|
||||
INCOME STATEMENT DATA:
|
|
|
|
||||
Revenues
|
$
|
40,740
|
|
|
$
|
37,518
|
|
Operating income
|
$
|
21,100
|
|
|
$
|
19,396
|
|
Net income
|
$
|
20,455
|
|
|
$
|
18,675
|
|
|
March 31, 2013
|
|
December 31, 2012
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Carrying
Value
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Carrying
Value
|
||||||||||||
Refinery Services:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
$
|
94,654
|
|
|
$
|
70,946
|
|
|
$
|
23,708
|
|
|
$
|
94,654
|
|
|
$
|
69,167
|
|
|
$
|
25,487
|
|
Licensing agreements
|
38,678
|
|
|
23,683
|
|
|
14,995
|
|
|
38,678
|
|
|
22,892
|
|
|
15,786
|
|
||||||
Supplier relationships
|
—
|
|
|
—
|
|
|
—
|
|
|
36,469
|
|
|
36,469
|
|
|
—
|
|
||||||
Segment total
|
133,332
|
|
|
94,629
|
|
|
38,703
|
|
|
169,801
|
|
|
128,528
|
|
|
41,273
|
|
||||||
Supply & Logistics:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
35,430
|
|
|
26,944
|
|
|
8,486
|
|
|
35,430
|
|
|
26,403
|
|
|
9,027
|
|
||||||
Intangibles associated with lease
|
13,260
|
|
|
2,683
|
|
|
10,577
|
|
|
13,260
|
|
|
2,565
|
|
|
10,695
|
|
||||||
Trade names
|
—
|
|
|
—
|
|
|
—
|
|
|
18,888
|
|
|
18,888
|
|
|
—
|
|
||||||
Segment total
|
48,690
|
|
|
29,627
|
|
|
19,063
|
|
|
67,578
|
|
|
47,856
|
|
|
19,722
|
|
||||||
Other
|
19,716
|
|
|
5,260
|
|
|
14,456
|
|
|
18,932
|
|
|
4,862
|
|
|
14,070
|
|
||||||
Total
|
$
|
201,738
|
|
|
$
|
129,516
|
|
|
$
|
72,222
|
|
|
$
|
256,311
|
|
|
$
|
181,246
|
|
|
$
|
75,065
|
|
|
Three Months Ended
March 31, |
||||||
|
2013
|
|
2012
|
||||
Amortization expense
|
$
|
3,627
|
|
|
$
|
5,515
|
|
Remainder of
|
2013
|
$
|
10,929
|
|
|
2014
|
$
|
12,422
|
|
|
2015
|
$
|
10,614
|
|
|
2016
|
$
|
9,152
|
|
|
2017
|
$
|
7,989
|
|
|
March 31,
2013 |
|
December 31,
2012 |
||||
Senior secured credit facility
|
$
|
271,000
|
|
|
$
|
500,000
|
|
7.875% senior unsecured notes (including unamortized premium of $865 and $895 in 2013 and 2012, respectively)
|
350,865
|
|
|
350,895
|
|
||
5.750% senior unsecured notes
|
350,000
|
|
|
—
|
|
||
Total long-term debt
|
$
|
971,865
|
|
|
$
|
850,895
|
|
Distribution For
|
|
Date Paid
|
|
Per Unit
Amount
|
|
Total
Amount
|
||||
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
|
|
$
|
0.4850
|
|
|
$
|
39,390
|
|
2013
|
|
|
|
|
|
|
||||
1
st
Quarter
|
|
May 15, 2013
|
(1)
|
$
|
0.4975
|
|
|
$
|
40,405
|
|
•
|
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
|
||||||||
Three Months Ended March 31, 2013
|
|
|
|
|
|
|
|
||||||||
Segment margin (a)
|
$
|
25,196
|
|
|
$
|
17,965
|
|
|
$
|
28,904
|
|
|
$
|
72,065
|
|
Capital expenditures (b)
|
$
|
83,852
|
|
|
$
|
352
|
|
|
$
|
17,611
|
|
|
$
|
101,815
|
|
Revenues:
|
|
|
|
|
|
|
|
||||||||
External customers
|
$
|
17,305
|
|
|
$
|
52,179
|
|
|
$
|
1,077,730
|
|
|
$
|
1,147,214
|
|
Intersegment (c)
|
3,474
|
|
|
(2,695
|
)
|
|
(779
|
)
|
|
—
|
|
||||
Total revenues of reportable segments
|
$
|
20,779
|
|
|
$
|
49,484
|
|
|
$
|
1,076,951
|
|
|
$
|
1,147,214
|
|
Three Months Ended March 31, 2012
|
|
|
|
|
|
|
|
||||||||
Segment margin (a)
|
$
|
25,347
|
|
|
$
|
17,249
|
|
|
$
|
17,656
|
|
|
$
|
60,252
|
|
Capital expenditures (b)
|
$
|
246,428
|
|
|
$
|
910
|
|
|
$
|
40,831
|
|
|
$
|
288,169
|
|
Revenues:
|
|
|
|
|
|
|
|
||||||||
External customers
|
$
|
14,976
|
|
|
$
|
50,373
|
|
|
$
|
895,368
|
|
|
$
|
960,717
|
|
Intersegment (c)
|
4,433
|
|
|
(2,328
|
)
|
|
(2,105
|
)
|
|
—
|
|
||||
Total revenues of reportable segments
|
$
|
19,409
|
|
|
$
|
48,045
|
|
|
$
|
893,263
|
|
|
$
|
960,717
|
|
|
March 31,
2013 |
|
December 31,
2012 |
||||
Pipeline transportation
|
$
|
964,906
|
|
|
$
|
890,652
|
|
Refinery services
|
415,088
|
|
|
414,170
|
|
||
Supply and logistics
|
837,426
|
|
|
750,347
|
|
||
Other assets
|
57,863
|
|
|
54,495
|
|
||
Total consolidated assets
|
$
|
2,275,283
|
|
|
$
|
2,109,664
|
|
(a)
|
A reconciliation of Segment Margin to income before income taxes for the periods presented is as follows:
|
|
Three Months Ended
March 31, |
||||||
|
2013
|
|
2012
|
||||
Segment Margin
|
$
|
72,065
|
|
|
$
|
60,252
|
|
Corporate general and administrative expenses
|
(10,837
|
)
|
|
(8,621
|
)
|
||
Depreciation and amortization
|
(15,053
|
)
|
|
(14,779
|
)
|
||
Interest expense
|
(11,441
|
)
|
|
(10,596
|
)
|
||
Distributable cash from equity investees in excess of equity in earnings
|
(6,564
|
)
|
|
(6,733
|
)
|
||
Non-cash items not included in segment margin
|
(4,295
|
)
|
|
1,324
|
|
||
Cash payments from direct financing leases in excess of earnings
|
(1,232
|
)
|
|
(1,221
|
)
|
||
Income before income taxes
|
$
|
22,643
|
|
|
$
|
19,626
|
|
(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
$64.5 million
and
$33.5 million
during the
three
months ended
March 31, 2013
and
March 31, 2012
, respectively, representing capital contributions to our SEKCO equity investee to fund our share of the construction costs for its pipeline. For the
three
months ended
March 31, 2012
, capital spending in our pipeline transportation segment also included
$205.6 million
for the acquisition of interests in several Gulf of Mexico pipelines.
|
(c)
|
Intersegment sales were conducted under terms that we believe were no more or less favorable than then-existing market conditions.
|
|
Three Months Ended
March 31, |
||||||
|
2013
|
|
2012
|
||||
Revenues:
|
|
|
|
||||
Petroleum products sales to an affiliate of the Quintana Group
(1)
|
$
|
—
|
|
|
$
|
10,188
|
|
Sales of CO
2
to Sandhill Group, LLC
(2)
|
673
|
|
|
613
|
|
||
Petroleum products sales to Davison family businesses
|
355
|
|
|
312
|
|
||
Costs and expenses:
|
|
|
|
||||
Marine operating fuel and expenses provided by an affiliate of the Quintana Group
(1)
|
—
|
|
|
1,957
|
|
||
Amounts paid to our CEO in connection with the use of his aircraft
|
150
|
|
|
150
|
|
(1)
|
The Quintana Group monetized all of its remaining investment in our common units on
October 5, 2012
. Transactions with the Quintana Group are included in the above table as related party transactions through
October 5, 2012
.
|
(2)
|
We own a
50%
interest in Sandhill Group, LLC.
|
|
Three Months Ended March 31,
|
||||||
|
2013
|
|
2012
|
||||
(Increase) decrease in:
|
|
|
|
||||
Accounts receivable
|
$
|
(85,915
|
)
|
|
$
|
(55,904
|
)
|
Inventories
|
7,947
|
|
|
(2,307
|
)
|
||
Other current assets
|
4,736
|
|
|
(2,327
|
)
|
||
Increase (decrease) in:
|
|
|
|
||||
Accounts payable
|
57,048
|
|
|
52,055
|
|
||
Accrued liabilities
|
6,019
|
|
|
(8,785
|
)
|
||
Net changes in components of operating assets and liabilities
|
$
|
(10,165
|
)
|
|
$
|
(17,268
|
)
|
|
|
Sell (Short)
Contracts
|
|
Buy (Long)
Contracts
|
||||
Not qualifying or not designated as hedges under accounting rules:
|
|
|
|
|
||||
Crude oil futures:
|
|
|
|
|
||||
Contract volumes (1,000 bbls)
|
|
339
|
|
|
159
|
|
||
Weighted average contract price per bbl
|
|
$
|
91.71
|
|
|
$
|
93.38
|
|
Crude oil LLS/WTI swap:
|
|
|
|
|
||||
Contract volumes (1,000 bbls)
|
|
20
|
|
|
40
|
|
||
Weighted average contract price per bbl
|
|
$
|
17.60
|
|
|
$
|
16.38
|
|
Heating oil futures:
|
|
|
|
|
||||
Contract volumes (1,000 bbls)
|
|
60
|
|
|
—
|
|
||
Weighted average contract price per gal
|
|
$
|
2.99
|
|
|
$
|
—
|
|
#6 Fuel oil futures:
|
|
|
|
|
||||
Contract volumes (1,000 bbls)
|
|
613
|
|
|
—
|
|
||
Weighted average contract price per bbl
|
|
$
|
95.08
|
|
|
$
|
—
|
|
Crude oil options:
|
|
|
|
|
||||
Contract volumes (1,000 bbls)
|
|
250
|
|
|
60
|
|
||
Weighted average premium received
|
|
$
|
1.41
|
|
|
$
|
0.25
|
|
|
Unaudited Condensed Consolidated Balance Sheets Location
|
|
Fair Value
|
||||||
|
March 31,
2013 |
|
December 31,
2012 |
||||||
Asset Derivatives:
|
|
|
|
|
|
||||
Commodity derivatives - futures and call options (undesignated hedges):
|
|
|
|
|
|
||||
Gross amount of recognized assets
|
Current Assets - Other
|
|
$
|
689
|
|
|
$
|
758
|
|
Gross amount offset in the Unaudited Condensed Consolidated Balance Sheets
|
Current Assets - Other
|
|
(689
|
)
|
|
$
|
(758
|
)
|
|
Net amount of assets presented in the Unaudited Condensed Consolidated Balance Sheets
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liability Derivatives:
|
|
|
|
|
|
||||
Commodity derivatives - futures and call options (undesignated hedges):
|
|
|
|
|
|
||||
Gross amount of recognized liabilities
|
Current Assets - Other
(1)
|
|
$
|
(3,247
|
)
|
|
$
|
(3,357
|
)
|
Gross amount offset in the Unaudited Condensed Consolidated Balance Sheets
|
Current Assets - Other
(1)
|
|
$
|
3,247
|
|
|
$
|
3,357
|
|
Net amount of liabilities presented in the Unaudited Condensed Consolidated Balance Sheets
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
Amount of Gain (Loss) Recognized in Income
|
||||||
|
Unaudited Condensed Consolidated Statements of Operations Location
|
|
Three Months Ended
March 31, |
||||||
|
|
2013
|
|
2012
|
|||||
Commodity derivatives - futures and call options:
|
|
|
|
|
|
||||
Contracts not considered hedges under accounting guidance
|
Supply and logistics product costs
|
|
(3,503
|
)
|
|
(10,711
|
)
|
||
Total commodity derivatives
|
|
|
$
|
(3,503
|
)
|
|
$
|
(10,711
|
)
|
(1)
|
Level 1 fair values are based on observable inputs such as quoted prices in active markets for identical assets and liabilities;
|
(2)
|
Level 2 fair values are based on pricing inputs other than quoted prices in active markets and are either directly or indirectly observable as of the measurement date; and
|
(3)
|
Level 3 fair values are based on unobservable inputs in which little or no market data exists.
|
|
|
Fair Value at
|
|
Fair Value at
|
||||||||||||||||||||
|
|
March 31, 2013
|
|
December 31, 2012
|
||||||||||||||||||||
Recurring Fair Value Measures
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||
Commodity derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
|
$
|
689
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
758
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liabilities
|
|
$
|
(3,247
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(3,357
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
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
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
15,836
|
|
|
$
|
142
|
|
|
$
|
—
|
|
|
$
|
15,983
|
|
Other current assets
|
857,903
|
|
|
—
|
|
|
434,548
|
|
|
50,483
|
|
|
(876,660
|
)
|
|
466,274
|
|
||||||
Total current assets
|
857,908
|
|
|
—
|
|
|
450,384
|
|
|
50,625
|
|
|
(876,660
|
)
|
|
482,257
|
|
||||||
Fixed assets, at cost
|
—
|
|
|
—
|
|
|
648,992
|
|
|
110,900
|
|
|
—
|
|
|
759,892
|
|
||||||
Less: Accumulated depreciation
|
—
|
|
|
—
|
|
|
(154,184
|
)
|
|
(13,963
|
)
|
|
—
|
|
|
(168,147
|
)
|
||||||
Net fixed assets
|
—
|
|
|
—
|
|
|
494,808
|
|
|
96,937
|
|
|
—
|
|
|
591,745
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
325,046
|
|
|
—
|
|
|
—
|
|
|
325,046
|
|
||||||
Other assets, net
|
24,842
|
|
|
—
|
|
|
249,576
|
|
|
156,352
|
|
|
(162,611
|
)
|
|
268,159
|
|
||||||
Equity investees
|
|
|
—
|
|
|
608,076
|
|
|
—
|
|
|
—
|
|
|
608,076
|
|
|||||||
Investments in subsidiaries
|
1,001,279
|
|
|
—
|
|
|
105,378
|
|
|
—
|
|
|
(1,106,657
|
)
|
|
—
|
|
||||||
Total assets
|
$
|
1,884,029
|
|
|
$
|
—
|
|
|
$
|
2,233,268
|
|
|
$
|
303,914
|
|
|
$
|
(2,145,928
|
)
|
|
$
|
2,275,283
|
|
LIABILITIES AND PARTNERS’ CAPITAL
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities
|
$
|
12,213
|
|
|
$
|
—
|
|
|
$
|
1,204,308
|
|
|
$
|
33,681
|
|
|
$
|
(876,823
|
)
|
|
$
|
373,379
|
|
Senior secured credit facility
|
271,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
271,000
|
|
||||||
Senior unsecured notes
|
700,865
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
700,865
|
|
||||||
Deferred tax liabilities
|
—
|
|
|
—
|
|
|
13,488
|
|
|
—
|
|
|
—
|
|
|
13,488
|
|
||||||
Other liabilities
|
—
|
|
|
—
|
|
|
13,249
|
|
|
165,780
|
|
|
(162,429
|
)
|
|
16,600
|
|
||||||
Total liabilities
|
984,078
|
|
|
—
|
|
|
1,231,045
|
|
|
199,461
|
|
|
(1,039,252
|
)
|
|
1,375,332
|
|
||||||
Partners’ capital
|
899,951
|
|
|
—
|
|
|
1,002,223
|
|
|
104,453
|
|
|
(1,106,676
|
)
|
|
899,951
|
|
||||||
Total liabilities and partners’ capital
|
$
|
1,884,029
|
|
|
$
|
—
|
|
|
$
|
2,233,268
|
|
|
$
|
303,914
|
|
|
$
|
(2,145,928
|
)
|
|
$
|
2,275,283
|
|
|
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
|
—
|
|
|
—
|
|
|
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 facility
|
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
|
|
|
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
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,070,489
|
|
|
$
|
38,945
|
|
|
$
|
(32,483
|
)
|
|
$
|
1,076,951
|
|
Refinery services
|
—
|
|
|
—
|
|
|
47,767
|
|
|
5,563
|
|
|
(3,846
|
)
|
|
49,484
|
|
||||||
Pipeline transportation services
|
—
|
|
|
—
|
|
|
14,126
|
|
|
6,653
|
|
|
—
|
|
|
20,779
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
1,132,382
|
|
|
51,161
|
|
|
(36,329
|
)
|
|
1,147,214
|
|
||||||
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Supply and logistics costs
|
—
|
|
|
—
|
|
|
1,048,931
|
|
|
34,291
|
|
|
(32,483
|
)
|
|
1,050,739
|
|
||||||
Refinery services operating costs
|
—
|
|
|
—
|
|
|
31,167
|
|
|
5,282
|
|
|
(4,006
|
)
|
|
32,443
|
|
||||||
Pipeline transportation operating costs
|
—
|
|
|
—
|
|
|
6,754
|
|
|
330
|
|
|
—
|
|
|
7,084
|
|
||||||
General and administrative
|
—
|
|
|
—
|
|
|
11,714
|
|
|
33
|
|
|
—
|
|
|
11,747
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
14,151
|
|
|
902
|
|
|
—
|
|
|
15,053
|
|
||||||
Total costs and expenses
|
—
|
|
|
—
|
|
|
1,112,717
|
|
|
40,838
|
|
|
(36,489
|
)
|
|
1,117,066
|
|
||||||
OPERATING INCOME
|
—
|
|
|
—
|
|
|
19,665
|
|
|
10,323
|
|
|
160
|
|
|
30,148
|
|
||||||
Equity in earnings of subsidiaries
|
34,252
|
|
|
—
|
|
|
6,238
|
|
|
—
|
|
|
(40,490
|
)
|
|
—
|
|
||||||
Equity in earnings of equity investees
|
—
|
|
|
—
|
|
|
3,936
|
|
|
—
|
|
|
—
|
|
|
3,936
|
|
||||||
Interest (expense) income, net
|
(11,406
|
)
|
|
—
|
|
|
4,047
|
|
|
(4,082
|
)
|
|
—
|
|
|
(11,441
|
)
|
||||||
Income before income taxes
|
22,846
|
|
|
—
|
|
|
33,886
|
|
|
6,241
|
|
|
(40,330
|
)
|
|
22,643
|
|
||||||
Income tax benefit (expense)
|
—
|
|
|
—
|
|
|
257
|
|
|
(54
|
)
|
|
—
|
|
|
203
|
|
||||||
NET INCOME
|
$
|
22,846
|
|
|
$
|
—
|
|
|
$
|
34,143
|
|
|
$
|
6,187
|
|
|
$
|
(40,330
|
)
|
|
$
|
22,846
|
|
|
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
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
887,681
|
|
|
$
|
32,179
|
|
|
$
|
(26,597
|
)
|
|
$
|
893,263
|
|
Refinery services
|
—
|
|
|
—
|
|
|
48,596
|
|
|
2,645
|
|
|
(3,196
|
)
|
|
48,045
|
|
||||||
Pipeline transportation services
|
—
|
|
|
—
|
|
|
12,916
|
|
|
6,493
|
|
|
—
|
|
|
19,409
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
949,193
|
|
|
41,317
|
|
|
(29,793
|
)
|
|
960,717
|
|
||||||
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Supply and logistics costs
|
—
|
|
|
—
|
|
|
871,642
|
|
|
28,740
|
|
|
(26,597
|
)
|
|
873,785
|
|
||||||
Refinery services operating costs
|
—
|
|
|
—
|
|
|
30,641
|
|
|
3,049
|
|
|
(2,911
|
)
|
|
30,779
|
|
||||||
Pipeline transportation operating costs
|
—
|
|
|
—
|
|
|
4,834
|
|
|
218
|
|
|
—
|
|
|
5,052
|
|
||||||
General and administrative
|
—
|
|
|
—
|
|
|
9,562
|
|
|
30
|
|
|
—
|
|
|
9,592
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
13,887
|
|
|
892
|
|
|
—
|
|
|
14,779
|
|
||||||
Total costs and expenses
|
—
|
|
|
—
|
|
|
930,566
|
|
|
32,929
|
|
|
(29,508
|
)
|
|
933,987
|
|
||||||
OPERATING INCOME
|
—
|
|
|
—
|
|
|
18,627
|
|
|
8,388
|
|
|
(285
|
)
|
|
26,730
|
|
||||||
Equity in earnings of subsidiaries
|
30,168
|
|
|
—
|
|
|
4,322
|
|
|
—
|
|
|
(34,490
|
)
|
|
—
|
|
||||||
Equity in earnings of equity investees
|
—
|
|
|
—
|
|
|
3,492
|
|
|
—
|
|
|
—
|
|
|
3,492
|
|
||||||
Interest (expense) income, net
|
(10,564
|
)
|
|
—
|
|
|
4,154
|
|
|
(4,186
|
)
|
|
—
|
|
|
(10,596
|
)
|
||||||
Income before income taxes
|
19,604
|
|
|
—
|
|
|
30,595
|
|
|
4,202
|
|
|
(34,775
|
)
|
|
19,626
|
|
||||||
Income tax (expense) benefit
|
—
|
|
|
—
|
|
|
(95
|
)
|
|
73
|
|
|
—
|
|
|
(22
|
)
|
||||||
NET INCOME
|
$
|
19,604
|
|
|
$
|
—
|
|
|
$
|
30,500
|
|
|
$
|
4,275
|
|
|
$
|
(34,775
|
)
|
|
$
|
19,604
|
|
|
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 cash (used in) provided by operating activities
|
$
|
(73,458
|
)
|
|
$
|
—
|
|
|
$
|
145,881
|
|
|
$
|
9,500
|
|
|
$
|
(43,107
|
)
|
|
$
|
38,816
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Payments to acquire fixed and intangible assets
|
—
|
|
|
—
|
|
|
(41,950
|
)
|
|
(5,201
|
)
|
|
—
|
|
|
(47,151
|
)
|
||||||
Cash distributions received from equity investees - return of investment
|
—
|
|
|
—
|
|
|
3,583
|
|
|
—
|
|
|
|
|
|
3,583
|
|
||||||
Investments in equity investees
|
—
|
|
|
—
|
|
|
(64,534
|
)
|
|
—
|
|
|
|
|
|
(64,534
|
)
|
||||||
Repayments on loan to non-guarantor subsidiary
|
—
|
|
|
—
|
|
|
1,086
|
|
|
—
|
|
|
(1,086
|
)
|
|
—
|
|
||||||
Proceeds from asset sales
|
—
|
|
|
—
|
|
|
332
|
|
|
—
|
|
|
—
|
|
|
332
|
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
749
|
|
|
6
|
|
|
—
|
|
|
755
|
|
||||||
Net cash used in investing activities
|
—
|
|
|
—
|
|
|
(100,734
|
)
|
|
(5,195
|
)
|
|
(1,086
|
)
|
|
(107,015
|
)
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Borrowings on senior secured credit facility
|
386,400
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
386,400
|
|
||||||
Repayments on senior secured credit facility
|
(615,400
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(615,400
|
)
|
||||||
Proceeds from issuance of senior unsecured notes, including premium
|
350,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
350,000
|
|
||||||
Debt issuance costs
|
(8,157
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,157
|
)
|
||||||
Distributions to partners/owners
|
(39,390
|
)
|
|
—
|
|
|
(39,390
|
)
|
|
(3,727
|
)
|
|
43,117
|
|
|
(39,390
|
)
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
(1,135
|
)
|
|
(494
|
)
|
|
1,076
|
|
|
(553
|
)
|
||||||
Net cash provided by (used in) financing activities
|
73,453
|
|
|
—
|
|
|
(40,525
|
)
|
|
(4,221
|
)
|
|
44,193
|
|
|
72,900
|
|
||||||
Net (decrease) increase in cash and cash equivalents
|
(5
|
)
|
|
—
|
|
|
4,622
|
|
|
84
|
|
|
—
|
|
|
4,701
|
|
||||||
Cash and cash equivalents at beginning of period
|
10
|
|
|
—
|
|
|
11,214
|
|
|
58
|
|
|
—
|
|
|
11,282
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
15,836
|
|
|
$
|
142
|
|
|
$
|
—
|
|
|
$
|
15,983
|
|
|
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 cash (used in) provided by operating activities
|
$
|
(110,241
|
)
|
|
$
|
—
|
|
|
$
|
147,523
|
|
|
$
|
3,207
|
|
|
$
|
(20,567
|
)
|
|
$
|
19,922
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Payments to acquire fixed and intangible assets
|
—
|
|
|
—
|
|
|
(47,228
|
)
|
|
(245
|
)
|
|
—
|
|
|
(47,473
|
)
|
||||||
Cash distributions received from equity investees - return of investment
|
14,602
|
|
|
—
|
|
|
4,314
|
|
|
—
|
|
|
(14,602
|
)
|
|
4,314
|
|
||||||
Investments in equity investees
|
(169,524
|
)
|
|
—
|
|
|
(33,860
|
)
|
|
—
|
|
|
169,842
|
|
|
(33,542
|
)
|
||||||
Acquisitions
|
—
|
|
|
—
|
|
|
(205,576
|
)
|
|
—
|
|
|
—
|
|
|
(205,576
|
)
|
||||||
Repayments on loan to non-guarantor subsidiary
|
—
|
|
|
—
|
|
|
981
|
|
|
—
|
|
|
(981
|
)
|
|
—
|
|
||||||
Proceeds from asset sales
|
—
|
|
|
—
|
|
|
359
|
|
|
—
|
|
|
—
|
|
|
359
|
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
221
|
|
|
(318
|
)
|
|
—
|
|
|
(97
|
)
|
||||||
Net cash used in investing activities
|
(154,922
|
)
|
|
—
|
|
|
(280,789
|
)
|
|
(563
|
)
|
|
154,259
|
|
|
(282,015
|
)
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Borrowings on senior secured credit facility
|
509,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
509,200
|
|
||||||
Repayments on senior secured credit facility
|
(480,300
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(480,300
|
)
|
||||||
Proceeds from issuance of senior unsecured notes, including premium
|
101,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
101,000
|
|
||||||
Debt issuance costs
|
(2,584
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,584
|
)
|
||||||
Distributions to partners/owners
|
(31,677
|
)
|
|
—
|
|
|
(31,677
|
)
|
|
(3,182
|
)
|
|
34,859
|
|
|
(31,677
|
)
|
||||||
Issuance of common units for cash, net
|
169,524
|
|
|
—
|
|
|
169,524
|
|
|
—
|
|
|
(169,524
|
)
|
|
169,524
|
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
122
|
|
|
(658
|
)
|
|
973
|
|
|
437
|
|
||||||
Net cash provided by (used in) financing activities
|
265,163
|
|
|
—
|
|
|
137,969
|
|
|
(3,840
|
)
|
|
(133,692
|
)
|
|
265,600
|
|
||||||
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
—
|
|
|
4,703
|
|
|
(1,196
|
)
|
|
—
|
|
|
3,507
|
|
||||||
Cash and cash equivalents at beginning of period
|
3
|
|
|
—
|
|
|
9,182
|
|
|
1,632
|
|
|
—
|
|
|
10,817
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
13,885
|
|
|
$
|
436
|
|
|
$
|
—
|
|
|
$
|
14,324
|
|
•
|
Overview
|
•
|
Financial Measures
|
•
|
Results of Operations
|
•
|
Liquidity and Capital Resources
|
•
|
Commitments and Off-Balance Sheet Arrangements
|
•
|
Forward Looking Statements
|
|
Three Months Ended
March 31, |
||||||
|
2013
|
|
2012
|
||||
|
(in thousands)
|
||||||
Net income
|
$
|
22,846
|
|
|
$
|
19,604
|
|
Depreciation and amortization
|
15,053
|
|
|
14,779
|
|
||
Cash received from direct financing leases not included in income
|
1,232
|
|
|
1,221
|
|
||
Cash effects of sales of certain assets
|
332
|
|
|
359
|
|
||
Effects of distributable cash generated by equity method investees not included in income
|
6,564
|
|
|
6,733
|
|
||
Cash effects of equity-based compensation plans
|
(1,523
|
)
|
|
(1,577
|
)
|
||
Non-cash legacy stock appreciation rights plan expense
|
4,630
|
|
|
476
|
|
||
Non-cash executive equity award expense
|
—
|
|
|
500
|
|
||
Expenses related to acquiring or constructing assets that provide new sources of cash flow
|
216
|
|
|
608
|
|
||
Unrealized gain on derivative transactions excluding fair value hedges
|
(52
|
)
|
|
(1,992
|
)
|
||
Maintenance capital expenditures
|
(819
|
)
|
|
(1,213
|
)
|
||
Non-cash tax benefit
|
(323
|
)
|
|
(37
|
)
|
||
Other items, net
|
538
|
|
|
156
|
|
||
Available Cash before Reserves
|
$
|
48,694
|
|
|
$
|
39,617
|
|
|
Three Months Ended
March 31, |
||||||
|
2013
|
|
2012
|
||||
|
(in thousands)
|
||||||
Pipeline transportation
|
$
|
25,196
|
|
|
$
|
25,347
|
|
Refinery services
|
17,965
|
|
|
17,249
|
|
||
Supply and logistics
|
28,904
|
|
|
17,656
|
|
||
Total Segment Margin
|
$
|
72,065
|
|
|
$
|
60,252
|
|
|
Three Months Ended
March 31, |
||||||
|
2013
|
|
2012
|
||||
|
(in thousands)
|
||||||
Crude oil tariffs and revenues from direct financing leases - onshore crude oil pipelines
|
$
|
9,481
|
|
|
$
|
6,791
|
|
Segment margin from offshore crude oil pipelines, including pro-rata share of distributable cash from equity investees
|
10,025
|
|
|
10,614
|
|
||
CO
2
tariffs and revenues from direct financing leases of CO
2
pipelines
|
6,824
|
|
|
6,591
|
|
||
Sales of onshore crude oil pipeline loss allowance volumes
|
2,223
|
|
|
3,253
|
|
||
Onshore pipeline operating costs, excluding non-cash charges for equity-based compensation and other non-cash expenses
|
(4,868
|
)
|
|
(3,369
|
)
|
||
Payments received under direct financing leases not included in income
|
1,232
|
|
|
1,221
|
|
||
Other
|
279
|
|
|
246
|
|
||
Segment Margin
|
$
|
25,196
|
|
|
$
|
25,347
|
|
|
|
|
|
||||
Volumetric Data (barrels/day unless otherwise noted):
|
|
|
|
||||
Onshore crude oil pipelines:
|
|
|
|
||||
Texas
|
53,412
|
|
|
44,535
|
|
||
Jay
|
28,098
|
|
|
18,820
|
|
||
Mississippi
|
18,983
|
|
|
18,263
|
|
||
Offshore crude oil pipelines:
|
|
|
|
||||
CHOPS
(1)
|
114,174
|
|
|
101,528
|
|
||
Poseidon
(1)
|
204,550
|
|
|
189,746
|
|
||
Odyssey
(1)
|
43,174
|
|
|
40,068
|
|
||
GOPL
|
8,926
|
|
|
24,608
|
|
||
CO
2
pipeline (Mcf/day):
|
|
|
|
||||
Free State
|
208,416
|
|
|
178,012
|
|
•
|
Crude oil tariff revenues of onshore crude oil pipelines increased
$2.7 million
primarily due to upward tariff indexing of approximately
8.6%
for our FERC-regulated pipelines effective in July 2012 and increased total throughput volumes of
18,875
barrels per day, primarily from our Texas and Jay pipeline systems.
|
•
|
Segment Margin from our offshore crude oil pipelines decreased
$0.6 million
due to lower pipeline loss allowance revenues offsetting the increase in throughput volumes.
|
•
|
Revenues from sales of onshore crude oil pipeline loss allowance volumes decreased Segment Margin by
$1 million
due to a decrease of approximately
6,900
barrels sold in the
2013
Quarter as compared to the
2012
Quarter and a decrease (an average of
$9
per barrel) in crude oil prices.
|
•
|
Onshore pipeline operating costs, excluding non-cash charges, increased due to required five-year integrity testing expenditures on our onshore pipelines and general increases in operating costs inclusive of increased safety program costs.
|
|
Three Months Ended
March 31, |
||||||
|
2013
|
|
2012
|
||||
Volumes sold (in Dry short tons "DST"):
|
|
|
|
||||
NaHS volumes
|
36,622
|
|
|
33,765
|
|
||
NaOH (caustic soda) volumes
|
19,230
|
|
|
20,918
|
|
||
Total
|
55,852
|
|
|
54,683
|
|
||
|
|
|
|
||||
Revenues (in thousands):
|
|
|
|
||||
NaHS revenues
|
$
|
38,835
|
|
|
$
|
36,795
|
|
NaOH (caustic soda) revenues
|
11,402
|
|
|
11,828
|
|
||
Other revenues
|
1,942
|
|
|
1,750
|
|
||
Total external segment revenues
|
$
|
52,179
|
|
|
$
|
50,373
|
|
|
|
|
|
||||
Segment Margin (in thousands)
|
$
|
17,965
|
|
|
$
|
17,249
|
|
|
|
|
|
||||
Average index price for NaOH per DST
(1)
|
$
|
603
|
|
|
$
|
571
|
|
Raw material and processing costs as % of segment revenues
|
49
|
%
|
|
48
|
%
|
•
|
NaHS revenues
increased
primarily as a function of increased sales volumes, partially offset by other components referenced below. NaHS sales volumes increased primarily due to increased demand from customers in the pulp and paper industry. 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. The mix of NaHS sales volumes to which these adjustments applied reduced NaHS revenues in the
2013
Quarter.
|
•
|
Our raw material costs related to NaHS increased correspondingly to the rise in the average index price for caustic soda.
|
•
|
Caustic soda sales volumes
decreased
8%
. 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
$603
per DST in the
first
quarter of
2013
compared to
$571
per DST during the
first
quarter of
2012
. 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.
|
|
Three Months Ended
March 31, |
||||||
|
2013
|
|
2012
|
||||
|
(in thousands)
|
||||||
Supply and logistics revenue
|
$
|
1,076,951
|
|
|
$
|
893,263
|
|
Crude oil and products costs, excluding unrealized gains and losses from derivative transactions
|
(1,001,598
|
)
|
|
(837,861
|
)
|
||
Operating costs, excluding non-cash charges for equity-based compensation and other non-cash expenses
|
(46,775
|
)
|
|
(37,630
|
)
|
||
Other
|
326
|
|
|
(116
|
)
|
||
Segment Margin
|
$
|
28,904
|
|
|
$
|
17,656
|
|
|
|
|
|
||||
Volumes of crude oil and petroleum products (barrels per day)
|
107,389
|
|
|
83,928
|
|
|
Three Months Ended
March 31, |
||||||
|
2013
|
|
2012
|
||||
|
(in thousands)
|
||||||
General and administrative expenses not separately identified below:
|
|
|
|
||||
Corporate
|
$
|
5,518
|
|
|
$
|
5,401
|
|
Segment
|
2,447
|
|
|
2,236
|
|
||
Equity-based compensation plan expense
|
3,566
|
|
|
1,347
|
|
||
Third party costs related to business development activities and growth projects
|
216
|
|
|
608
|
|
||
Total general and administrative expenses
|
$
|
11,747
|
|
|
$
|
9,592
|
|
|
Three Months Ended
March 31, |
||||||
|
2013
|
|
2012
|
||||
|
(in thousands)
|
||||||
Depreciation expense
|
$
|
10,495
|
|
|
$
|
8,495
|
|
Amortization of intangible assets
|
3,627
|
|
|
5,515
|
|
||
Amortization of CO
2
volumetric production payments
|
931
|
|
|
769
|
|
||
Total depreciation and amortization expense
|
$
|
15,053
|
|
|
$
|
14,779
|
|
|
Three Months Ended
March 31, |
||||||
|
2013
|
|
2012
|
||||
|
(in thousands)
|
||||||
Interest expense, credit facility (including commitment fees)
|
$
|
2,803
|
|
|
$
|
4,109
|
|
Interest expense, senior unsecured notes
|
9,824
|
|
|
5,888
|
|
||
Amortization of debt issuance costs and premium
|
1,052
|
|
|
899
|
|
||
Capitalized interest
|
(2,238
|
)
|
|
(300
|
)
|
||
Net interest expense
|
$
|
11,441
|
|
|
$
|
10,596
|
|
•
|
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.
|
|
Three Months Ended March 31,
|
||||||
|
2013
|
|
2012
|
||||
|
(in thousands)
|
||||||
Capital expenditures for fixed and intangible assets:
|
|
|
|
||||
Maintenance capital expenditures:
|
|
|
|
||||
Pipeline transportation assets
|
$
|
22
|
|
|
$
|
42
|
|
Refinery services assets
|
186
|
|
|
482
|
|
||
Supply and logistics assets
|
611
|
|
|
689
|
|
||
Total maintenance capital expenditures
|
819
|
|
|
1,213
|
|
||
Growth capital expenditures:
|
|
|
|
||||
Pipeline transportation assets
|
19,296
|
|
|
7,268
|
|
||
Refinery services assets
|
166
|
|
|
428
|
|
||
Supply and logistics assets
|
17,000
|
|
|
40,142
|
|
||
Information technology systems upgrade projects
|
784
|
|
|
603
|
|
||
Total growth capital expenditures
|
37,246
|
|
|
48,441
|
|
||
Total maintenance and growth capital expenditures
|
38,065
|
|
|
49,654
|
|
||
Capital expenditures for business combinations,
net of liabilities assumed:
|
|
|
|
||||
Offshore pipelines
(1)
|
—
|
|
|
205,576
|
|
||
Total business combinations capital expenditures
|
—
|
|
|
205,576
|
|
||
Capital expenditures related to equity investees
(2)
|
64,534
|
|
|
33,542
|
|
||
Total capital expenditures
|
$
|
102,599
|
|
|
$
|
288,772
|
|
•
|
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;
|
•
|
throughput levels and rates;
|
•
|
changes in, or challenges to, our tariff rates;
|
•
|
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;
|
•
|
service interruptions in our pipeline transportation systems and processing operations;
|
•
|
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;
|
•
|
risks inherent in marine transportation and vessel operation, including accidents and discharge of pollutants;
|
•
|
changes in laws and regulations to which we are subject, including tax withholding issues, accounting pronouncements, and safety, environmental and employment laws and regulations;
|
•
|
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;
|
•
|
planned capital expenditures and availability of capital resources to fund capital expenditures;
|
•
|
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;
|
•
|
loss of key personnel;
|
•
|
an increase in the competition that our operations encounter;
|
•
|
cost and availability of insurance;
|
•
|
hazards and operating risks that may not be covered fully by insurance;
|
•
|
our financial and commodity hedging arrangements;
|
•
|
changes in global economic conditions, including capital and credit markets conditions, inflation and interest rates;
|
•
|
natural disasters, accidents or terrorism;
|
•
|
changes in the financial condition of customers or counterparties;
|
•
|
adverse rulings, judgments, or settlements in litigation or other legal or tax matters;
|
•
|
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
|
•
|
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.
|
|
3.1
|
|
Certificate of Limited Partnership of Genesis Energy, L.P. (incorporated by reference to Exhibit 3.1 to Amendment No. 2 to 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 Form 10-Q for the quarterly period ended June 30, 2011, File No. 011-12295).
|
|
3.3
|
|
Fifth Amended and Restated Agreement of Limited Partnership of Genesis Energy, L.P. (incorporated by reference to Exhibit 3.1 to 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 Form 10-K for the year ended December 31, 2007, File No. 001-12295).
|
|
4.2
|
|
Indenture dated February 8, 2013 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 Form 8-K dated February 11, 2013, File No. 001-12295).
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4.3
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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 several initial purchasers (incorporated by reference to Exhibit 4.2 to Form 8-K dated February 11, 2013, File No. 001-12295).
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*
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10.1
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+
|
Genesis Energy, LLC 2010 Long-Term Incentive Plan Form of Directors Phantom Unit with DERs Agreement
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10.2
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Purchase Agreement dated February 5, 2013 among Genesis Energy, L.P., Genesis Energy Finance Corporation, certain subsidiary guarantors named therein and Wells Fargo Securities, LLC, as representative of the several initial purchasers named therein (incorporated by reference to Exhibit 10.1 to Form 8-K dated February 11, 2013, File No. 001-12295).
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*
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31.1
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|
Certification by Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
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*
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31.2
|
|
Certification by Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
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*
|
32
|
|
Certification by Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934.
|
*
|
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)
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|
|
|
|
By:
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GENESIS ENERGY, LLC,
as General Partner
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Date:
|
May 2, 2013
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By:
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/s/ R
OBERT
V. D
EERE
|
|
|
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Robert V. Deere
|
|
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Chief Financial Officer
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1.
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Grant of Phantom Units with DERs.
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(a)
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General. The Company hereby grants to Director ___ Phantom Units pursuant to the 2010 Plan. This grant of Phantom Units also includes a grant of tandem DERs with respect to each Phantom Unit. The Company shall establish a DER bookkeeping account with respect to each Phantom Unit (“DER Account”) that shall be credited with an amount equal to any cash distributions made by the Partnership on a Unit during the period such tandem Phantom Unit is outstanding. If the participant is a Director on the date on which Partnership pays pro rata cash distributions to its unitholders, the Company shall pay the Participant on such date an amount of money equal to her/his DER Account balance, subject to any limitations provided in this Agreement or the 2010 Plan. This grant is subject to the terms and conditions of the 2010 Plan, which is incorporated herein by reference as a part of this Agreement. A copy of the 2010 Plan is attached hereto. In the event of any conflict between the terms of this Agreement and the 2010 Plan, the 2010 Plan shall control. Capitalized terms used in this Agreement but not defined herein shall have the meanings ascribed to such terms in the 2010 Plan, unless the context requires otherwise.
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(b)
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Vesting. Except as otherwise provided in Paragraph 2 hereof, all Phantom Units and DERs granted hereunder are 100% vested and, not withstanding Section 5(A)(iii) of the 2010 Plan, will be paid on the Settlement Date specified on Schedule A hereto.
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2.
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Events Occurring Prior to Settlement Date.
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(a)
|
Death or Disability. If, prior to the Settlement Date, Director ceases to be a Director as a result of death or disability (within the Company’s policy or determination thereof), all unvested Phantom Units and DERs granted hereunder then held by Director will automatically become payable upon such separation from service.
|
(b)
|
Other Termination. If Director ceases to be a Director for any reason other than death or disability as provided in (a) above, all Phantom Units and DERs granted hereunder then held by Director will automatically become payable upon such separation from service.
|
(c)
|
Change in Control. Notwithstanding any other provision hereof, upon a Change in Control, all Phantom Units and DERs granted hereunder then held by Director will automatically become payable upon such Change in Control.
|
3.
|
Payment. As soon as administratively practicable and not later than 30 days after earliest to occur of the Settlement Date specified on Schedule A hereto or an event specified under Section 2, Director shall receive from the Company, in cancellation of all such outstanding Phantom Units and DERs, a cash payment equal to the sum of (i) the Fair Market Value of a Unit on the Settlement Date or the date of the event specified under
|
4.
|
Limitations Upon Transfer. All rights under this Grant shall belong to Director and may not be transferred, assigned, pledged, or hypothecated in any way (whether by operation of law or otherwise), other than by will or the laws of descent and distribution or pursuant to a “qualified domestic relations order” (as defined by the Internal Revenue Code of 1986, as amended), and shall not be subject to execution, attachment, or similar process. Upon any attempt to transfer, assign, pledge, hypothecate, or otherwise dispose of such rights contrary to the provision in this Grant, or the 2010 Plan, or upon the levy of any attachment or similar process upon such rights, such rights shall immediately become null and void.
|
5.
|
Withholding of Tax. To the extent that the grant, vesting or payment of a vested Phantom Unit or DER results in the receipt of compensation by Director with respect to which the Company or Affiliate has a withholding obligation, the Company or Affiliate shall withhold such amount from any payment otherwise due under this Grant.
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6.
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Binding Effect. This Grant shall be binding upon and inure to the benefit of any successor or successors of the Company or upon any person lawfully claiming under Director.
|
Units Granted
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Settlement Date___________
|
Phantom Units
|
[Three years from Date of Grant]
|
DERs
|
Each date Unit distributions are declared and paid for Unit holders of the Partnership
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Genesis Energy, L.P.;
|
2.
|
Based on my knowledge, this quarterly 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 quarterly 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.
|
Date:
|
May 2, 2013
|
/s/ Grant E. Sims
|
|
|
Grant E. Sims
|
|
|
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Genesis Energy, L.P.;
|
2.
|
Based on my knowledge, this quarterly 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 quarterly 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.
|
Date:
|
May 2, 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.
|
May 2, 2013
|
/s/ Grant E. Sims
|
|
Grant E. Sims
|
|
Chief Executive Officer,
|
|
Genesis Energy, LLC
|
|
|
|
/s/ Robert V. Deere
|
|
Robert V. Deere
|
|
Chief Financial Officer,
|
|
Genesis Energy, LLC
|