Delaware
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76-0513049
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Title of Each Class
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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 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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Our pipeline transportation and related assets are strategically located.
Our pipelines are critical to the ongoing operations of our producer and refiner customers. 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 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 have limited 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, although we cannot completely eliminate commodity price exposure. 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-four
consecutive quarters as of our most recent distribution declaration. During this period,
twenty-nine
of those quarterly increases have been 10% or greater as compared to the same quarter in the preceding year.
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•
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We are financially flexible and have significant liquidity.
As of
December 31, 2013
, we had
$405.3 million
available under our
$1 billion
credit agreement, including up to
$69.2 million
available under the
$150 million
petroleum products inventory loan sublimit, and
$88.1 million
available for letters of credit. Our inventory borrowing base was
$80.8 million
at
December 31, 2013
.
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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 crude oil refining can provide us with an advantage when evaluating new opportunities and/or markets.
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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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Design Capacity (Bbls/day)
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Existing 8" - 60,000
Looped 18" - 275,000
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150,000
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45,000
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2013 Throughput (Bbls/day)
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51,067
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34,933
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18,026
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System Miles
|
109
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|
135
|
|
235
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Approximate owned 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. 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. Our 18-inch diameter loop of our existing crude oil pipeline into Texas City began full operations in mid-December 2013, as discussed in more detail above in "Recent Developments and Growth Initiatives."
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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. That system also includes gathering connections to approximately
35
wells, additional oil storage capacity of
20,000
barrels in the field, an interconnect with our Walnut Hill rail facility, a delivery connection to a refinery in Alabama and an interconnection to another common carrier pipeline that delivers crude oil into Mississippi.
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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. That 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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SEKCO
(3)
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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
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|
Crude Oil
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Interest Owned
(1)
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50%
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|
28%
|
|
29%
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|
23%
|
|
50%
|
System Miles
|
380
|
|
367
|
|
120
|
|
183
|
|
149
|
Design Capacity (Bbls/day)
(2)
|
500,000
|
|
350,000
|
|
200,000
|
|
39,000
|
|
115,000
|
2013 Throughput (Bbls/day)
|
143,854
|
|
207,372
|
|
44,978
|
|
8,583
|
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N/A
|
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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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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No
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In-Service Date
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2004
|
|
1996
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1998
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1983
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N/A
(3)
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(1)
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We acquired our interests in CHOPS in November 2010 and our interests in our other offshore pipelines in January 2012.
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(2)
|
Capacity figures represent gross system capacity except Eugene Island, which represents our net capacity in the undivided interest (34%) in that system. Ultimate capacities can vary primarily as a result of pressure requirements, installed pumps, related facilities and the viscosity of the oil actually moved.
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(3)
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Expected to be placed in-service in
mid-2014
.
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•
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CHOPS.
CHOPS is comprised of
24
- to
30
-inch diameter pipelines designed to deliver crude oil from fields 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 and Growth Initiatives” SEKCO, our 50/50 joint venture with Enterprise Products is constructing a deepwater pipeline serving the Lucius oil and gas field located in the southern Keathley Canyon area of the Gulf of Mexico. The new 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
|
|
CO
2
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Interest owned
|
100%
|
|
100%
|
System miles
|
86
|
|
183
|
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
|
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 services;
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•
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the level of competition;
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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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•
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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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•
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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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•
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increase our vulnerability to general adverse economic and industry conditions;
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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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•
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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
|
•
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place us at a competitive disadvantage as compared to our competitors that have less debt.
|
•
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geographic proximity to the production;
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•
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costs of connection;
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•
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available capacity;
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•
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rates;
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•
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logistical efficiency in all of our operations;
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•
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operational efficiency in our refinery services business;
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•
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customer relationships; and
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•
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access to markets.
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•
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rate structures;
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•
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rates of return on equity;
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•
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recovery of costs;
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•
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the services that our regulated assets are permitted to perform;
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•
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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.
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•
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difficulties in the assimilation of the operations, technologies, services and products of the acquired companies or business segments;
|
•
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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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•
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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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•
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delaying other planned projects;
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•
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incurring additional indebtedness; or
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•
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issuing additional debt or equity.
|
•
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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;
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•
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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;
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•
|
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 its affiliates, retention of counsel, accountants and service providers and cash reserves, each of which can also affect the amount of cash that is distributed to our unitholders; 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.
|
•
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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
|
•
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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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|||||||
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
|
|
2013
|
|
|
|
|
|
||||||
1st Quarter
|
$
|
49.34
|
|
|
$
|
36.00
|
|
|
$
|
0.4850
|
|
2nd Quarter
|
$
|
54.91
|
|
|
$
|
44.04
|
|
|
$
|
0.4975
|
|
3rd Quarter
|
$
|
55.99
|
|
|
$
|
45.81
|
|
|
$
|
0.5100
|
|
4th Quarter
|
$
|
53.94
|
|
|
$
|
48.00
|
|
|
$
|
0.5225
|
|
(1)
|
Cash distributions are shown in the quarter paid and are based on the prior quarter’s activities.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2013
(1)
|
|
2012
(1)
|
|
2011
(1)
|
|
2010
(1)
|
|
2009
(1)
|
||||||||||
Income Statement Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Supply and logistics
|
$
|
3,842,337
|
|
|
$
|
3,095,054
|
|
|
$
|
2,173,896
|
|
|
$
|
1,516,071
|
|
|
$
|
956,151
|
|
Refinery services
|
205,985
|
|
|
196,017
|
|
|
201,711
|
|
|
151,060
|
|
|
141,365
|
|
|||||
Pipeline transportation
|
86,508
|
|
|
76,290
|
|
|
62,190
|
|
|
55,652
|
|
|
50,951
|
|
|||||
Total revenues
|
$
|
4,134,830
|
|
|
$
|
3,367,361
|
|
|
$
|
2,437,797
|
|
|
$
|
1,722,783
|
|
|
$
|
1,148,467
|
|
Income (loss) from continuing operations before income taxes
(2)
|
$
|
84,004
|
|
|
$
|
97,337
|
|
|
$
|
51,371
|
|
|
$
|
(50,307
|
)
|
|
$
|
6,938
|
|
Income (loss) from continuing operations before income taxes attributable to Genesis Energy, L.P.
(2)
|
$
|
84,004
|
|
|
$
|
97,337
|
|
|
$
|
51,371
|
|
|
$
|
(48,225
|
)
|
|
$
|
8,823
|
|
Income from continuing operations before income taxes available to Common Unitholders
|
$
|
84,004
|
|
|
$
|
97,337
|
|
|
$
|
51,371
|
|
|
$
|
20,163
|
|
|
$
|
20,946
|
|
Income (loss) from continuing operations attributable to Genesis Energy, L.P. per Common Unit: Basic and Diluted
|
$
|
1.00
|
|
|
$
|
1.24
|
|
|
$
|
0.76
|
|
|
$
|
0.50
|
|
|
$
|
0.53
|
|
Cash distributions declared per Common Unit
|
$
|
2.0150
|
|
|
$
|
1.8225
|
|
|
$
|
1.6500
|
|
|
$
|
1.4900
|
|
|
$
|
1.3650
|
|
Balance Sheet Data (at end of period):
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
$
|
535,223
|
|
|
$
|
404,034
|
|
|
$
|
376,104
|
|
|
$
|
252,538
|
|
|
$
|
189,244
|
|
Total assets
|
$
|
2,862,202
|
|
|
$
|
2,109,664
|
|
|
$
|
1,730,844
|
|
|
$
|
1,506,735
|
|
|
$
|
1,148,127
|
|
Long-term liabilities
|
$
|
1,317,912
|
|
|
$
|
880,518
|
|
|
$
|
688,778
|
|
|
$
|
630,757
|
|
|
$
|
387,766
|
|
Partners’ capital:
|
|
|
|
|
|
|
|
|
|
||||||||||
Genesis Energy, L.P.
|
$
|
1,097,737
|
|
|
$
|
916,495
|
|
|
$
|
792,638
|
|
|
$
|
669,264
|
|
|
$
|
595,877
|
|
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,056
|
|
|||||
Total partners’ capital
|
$
|
1,097,737
|
|
|
$
|
916,495
|
|
|
$
|
792,638
|
|
|
$
|
669,264
|
|
|
$
|
618,933
|
|
Other Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Volumes—continuing operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Onshore crude oil pipeline (barrels per day)
|
104,026
|
|
|
92,897
|
|
|
82,712
|
|
|
67,931
|
|
|
60,262
|
|
|||||
Offshore crude oil pipeline (barrels per day)
(3)
|
404,787
|
|
|
359,387
|
|
|
120,723
|
|
|
149,270
|
|
|
—
|
|
|||||
CO
2
pipeline (Mcf per day)
|
190,274
|
|
|
186,479
|
|
|
169,962
|
|
|
167,619
|
|
|
154,271
|
|
|||||
NaHS sales (DST)
|
147,297
|
|
|
142,712
|
|
|
147,670
|
|
|
145,213
|
|
|
107,311
|
|
|||||
NaOH sales (DST)
|
87,463
|
|
|
77,492
|
|
|
99,702
|
|
|
93,283
|
|
|
88,959
|
|
|||||
Crude oil and petroleum products sales (barrels per day)
|
99,651
|
|
|
79,174
|
|
|
56,903
|
|
|
49,992
|
|
|
37,642
|
|
(1)
|
Our operating results and financial position have been affected by acquisitions, most notably (1) the acquisition of our offshore marine transportation business in
August 2013
, (2) 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
, (3) the acquisition of the black oil barge business of Florida Marine Transporters, Inc. in
August 2011
, (4) the
|
(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.
|
(3)
|
Includes barrels per day for CHOPS for the period we owned the pipeline in 2010.
|
•
|
Overview of
2013
Results
|
•
|
Acquisitions, Divestitures and Growth Initiatives
|
•
|
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
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands)
|
||||||||||
Pipeline transportation
|
$
|
108,879
|
|
|
$
|
96,539
|
|
|
$
|
67,908
|
|
Refinery services
|
75,361
|
|
|
72,883
|
|
|
74,618
|
|
|||
Supply and logistics
|
96,120
|
|
|
92,911
|
|
|
59,975
|
|
|||
Total Segment Margin
|
$
|
280,360
|
|
|
$
|
262,333
|
|
|
$
|
202,501
|
|
|
Year Ended December 31,
|
||||||
|
2013
|
|
2012
|
||||
|
(in thousands)
|
||||||
Crude oil tariffs and revenues from direct financing leases—onshore crude oil pipelines
|
$
|
39,627
|
|
|
$
|
31,931
|
|
Segment Margin from offshore crude oil pipelines, including pro-rata share of distributable cash from equity investees
|
44,530
|
|
|
38,500
|
|
||
CO
2
tariffs and revenues from direct financing leases of CO
2
pipelines
|
26,342
|
|
|
26,603
|
|
||
Sales of onshore crude oil pipeline loss allowance volumes
|
11,526
|
|
|
9,165
|
|
||
Onshore pipeline operating costs, excluding non-cash charges for equity-based compensation and other non-cash expenses
|
(19,217
|
)
|
|
(15,607
|
)
|
||
Payments received under direct financing leases not included in income
|
5,110
|
|
|
5,016
|
|
||
Other
|
961
|
|
|
931
|
|
||
Segment Margin
|
$
|
108,879
|
|
|
$
|
96,539
|
|
|
|
|
|
||||
Volumetric Data (average barrels/day unless otherwise noted):
|
|
|
|
||||
Onshore crude oil pipelines:
|
|
|
|
||||
Texas
|
51,067
|
|
|
51,880
|
|
||
Jay
|
34,933
|
|
|
22,306
|
|
||
Mississippi
|
18,026
|
|
|
18,711
|
|
||
Onshore crude oil pipelines total
|
104,026
|
|
|
92,897
|
|
||
|
|
|
|
||||
Offshore crude oil pipelines:
|
|
|
|
||||
CHOPS
(1)
|
143,854
|
|
|
96,664
|
|
||
Poseidon
(1)
|
207,372
|
|
|
211,375
|
|
||
Odyssey
(1)
|
44,978
|
|
|
36,157
|
|
||
GOPL
|
8,583
|
|
|
15,191
|
|
||
Offshore crude oil pipelines total
|
404,787
|
|
|
359,387
|
|
||
|
|
|
|
||||
CO
2
pipeline (average Mcf/day):
|
|
|
|
||||
Free State
|
190,274
|
|
|
186,479
|
|
•
|
With respect to our onshore crude oil pipelines, tariff revenues increased
$7.7 million
, or
24%
, primarily due to (1) upward tariff indexing of approximately
4.6%
for our FERC-regulated pipelines effective in
July 2013
and (2) a net increase in throughput volumes of
11,129
barrels per day (
12%
), primarily from our Jay pipeline system. Our Jay pipeline system volumes increased primarily from additional barrels received at our crude-by-rail unloading terminal at Walnut Hill, Florida.
|
•
|
Segment Margin from our offshore crude oil pipelines increased
$6 million
, or
16%
, primarily reflecting an increased contribution from CHOPS. The completion of improvement facility work by producers at the connected production fields in 2012 resulted in higher volumes transported on CHOPS in 2013.
|
•
|
Onshore crude oil pipeline loss allowance volumes, collected and sold, increased Segment Margin by
$2.4 million
due to an increase in barrels transported in 2013 as compared to 2012.
|
•
|
Onshore pipeline operating costs, excluding non-cash charges, increased
$3.6 million
due to pipeline integrity maintenance expenditures on our onshore pipelines, employee compensation and related benefit costs and general increases in operating costs inclusive of safety program costs.
|
•
|
Volumes on our Free State CO
2
pipeline system increased
3,795
Mcf per day, or
2%
. We provide transportation services on our Free State CO
2
pipeline system through an "incentive" tariff which provides that the average rate per Mcf that we charge during any month decreases as our aggregate throughput for that month increases above specific thresholds. As a result of this "incentive" tariff, fluctuations in volumes on our Free State CO
2
pipeline system have a limited impact on Segment Margin.
|
|
Year Ended December 31,
|
||||||
|
2013
|
|
2012
|
||||
Volumes sold (in Dry short tons "DST"):
|
|
|
|
||||
NaHS volumes
|
147,297
|
|
|
142,712
|
|
||
NaOH (caustic soda) volumes
|
87,463
|
|
|
77,492
|
|
||
Total
|
234,760
|
|
|
220,204
|
|
||
|
|
|
|
||||
Revenues (in thousands):
|
|
|
|
||||
NaHS revenues
|
$
|
159,125
|
|
|
$
|
153,689
|
|
NaOH (caustic soda) revenues
|
50,748
|
|
|
44,322
|
|
||
Other revenues
|
6,987
|
|
|
7,099
|
|
||
Total external segment revenues
|
$
|
216,860
|
|
|
$
|
205,110
|
|
|
|
|
|
||||
Segment Margin (in thousands)
|
$
|
75,361
|
|
|
$
|
72,883
|
|
|
|
|
|
||||
Average index price for NaOH per DST
(1)
|
$
|
604
|
|
|
$
|
575
|
|
Raw material and processing costs as % of segment revenues
|
49
|
%
|
|
48
|
%
|
(1)
|
Source: IHS Chemical
|
•
|
NaHS revenues increased primarily as a function of increased sales volumes and an increase in the average index price for caustic soda (which is a component of our sales price), partially offset by other components referenced below. In
2013
, NaHS sales volumes
increased
3%
primarily due to increased demand from customers in the pulp and paper industry, however this increase was partially offset by a decrease in sales to South American customers (due to timing of bulk deliveries). 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
2013
.
|
•
|
Our raw material costs related to NaHS increased correspondingly to the rise in the average index price for caustic soda, although we were able to partially offset our increased raw materials costs with operating efficiencies at several of our sour gas processing facilities, our favorable management of the acquisition (including economies of scale) and utilization of caustic soda in our (and our customers') operations, and our logistics management capabilities.
|
•
|
Caustic soda sales volumes
increased
13%
. 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
|
•
|
Average index prices for caustic soda
increased
to
$604
per DST during
2013
compared to
$575
per DST during
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.
|
•
|
purchasing/selling 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 and selling those products;
|
•
|
utilizing our fleet of trucks and trailers, railcars, and barges to take advantage of logistical opportunities primarily in the Gulf Coast states and waterways;
|
•
|
railcar loading and unloading activities at our crude-by-rail terminals; and
|
•
|
industrial gas activities, including wholesale marketing of CO
2
and processing of syngas through a joint venture.
|
|
Year Ended December 31,
|
||||||
|
2013
|
|
2012
|
||||
|
(in thousands)
|
||||||
Supply and logistics revenue
|
$
|
3,842,337
|
|
|
$
|
3,095,054
|
|
Crude oil and products costs, excluding unrealized gains and losses from derivative transactions
|
(3,545,830
|
)
|
|
(2,840,883
|
)
|
||
Operating costs, excluding non-cash charges for equity-based compensation and other non-cash expenses
|
(203,915
|
)
|
|
(161,189
|
)
|
||
Segment Margin attributable to discontinued operations
|
2,378
|
|
|
(846
|
)
|
||
Other
|
1,150
|
|
|
775
|
|
||
Segment Margin
|
$
|
96,120
|
|
|
$
|
92,911
|
|
|
|
|
|
||||
Volumetric Data (average barrels per day):
|
|
|
|
||||
Crude oil and petroleum products sales:
|
|
|
|
||||
Continuing operations
|
99,651
|
|
|
79,174
|
|
||
Discontinued operations
|
13,110
|
|
|
14,869
|
|
||
Total crude oil and petroleum products sales
|
112,761
|
|
|
94,043
|
|
|
Year Ended December 31,
|
||||||
|
2013
|
|
2012
|
||||
|
(in thousands)
|
||||||
General and administrative expenses not separately identified below:
|
|
|
|
||||
Corporate
|
$
|
28,517
|
|
|
$
|
30,753
|
|
Segment
|
3,302
|
|
|
3,291
|
|
||
Equity-based compensation plan expense
|
9,180
|
|
|
6,114
|
|
||
Third party costs related to business development activities and growth projects
|
5,791
|
|
|
1,679
|
|
||
Total general and administrative expenses
|
$
|
46,790
|
|
|
$
|
41,837
|
|
|
Year Ended December 31,
|
||||||
|
2013
|
|
2012
|
||||
|
(in thousands)
|
||||||
Depreciation on fixed assets
|
$
|
46,325
|
|
|
$
|
37,382
|
|
Amortization of intangible assets
|
14,560
|
|
|
19,930
|
|
||
Amortization of CO
2
volumetric production payments
|
3,899
|
|
|
3,838
|
|
||
Total depreciation and amortization expense
|
$
|
64,784
|
|
|
$
|
61,150
|
|
|
Year Ended December 31,
|
||||||
|
2013
|
|
2012
|
||||
|
(in thousands)
|
||||||
Interest expense, senior secured credit facility (including commitment fees)
|
$
|
11,949
|
|
|
$
|
14,199
|
|
Interest expense, senior unsecured notes
|
45,619
|
|
|
26,578
|
|
||
Amortization and write-off of debt issuance costs and premium
|
4,339
|
|
|
4,037
|
|
||
Capitalized interest
|
(13,324
|
)
|
|
(3,891
|
)
|
||
Net interest expense
|
$
|
48,583
|
|
|
$
|
40,923
|
|
|
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 (average barrels/day unless otherwise noted):
|
|
|
|
||||
Onshore crude oil pipelines:
|
|
|
|
||||
Texas
|
51,880
|
|
|
45,183
|
|
||
Jay
|
22,306
|
|
|
16,900
|
|
||
Mississippi
|
18,711
|
|
|
20,629
|
|
||
Onshore crude oil pipelines total
|
92,897
|
|
|
82,712
|
|
||
|
|
|
|
||||
Offshore crude oil pipelines:
|
|
|
|
||||
CHOPS
(1) (2)
|
96,664
|
|
|
120,723
|
|
||
Poseidon
(1) (2)
|
211,375
|
|
|
—
|
|
||
Odyssey
(1) (2)
|
36,157
|
|
|
—
|
|
||
GOPL
(2)
|
15,191
|
|
|
—
|
|
||
Offshore crude oil pipelines total
|
359,387
|
|
|
120,723
|
|
||
|
|
|
|
||||
CO
2
pipeline (average 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.
|
•
|
Onshore crude oil pipeline loss allowance volumes, collected and sold, 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 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.
|
|
Year Ended December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
(in thousands)
|
||||||
Supply and logistics revenue
|
$
|
3,095,054
|
|
|
$
|
2,173,896
|
|
Crude oil and products costs, excluding unrealized gains and losses from derivative transactions
|
(2,840,883
|
)
|
|
(1,993,459
|
)
|
||
Operating costs, excluding non-cash charges for equity-based compensation and other non-cash expenses
|
(161,189
|
)
|
|
(121,012
|
)
|
||
Segment Margin attributable to discontinued operations
|
(846
|
)
|
|
(156
|
)
|
||
Other
|
775
|
|
|
706
|
|
||
Segment Margin
|
$
|
92,911
|
|
|
$
|
59,975
|
|
|
|
|
|
||||
Volumetric Data (average barrels per day):
|
|
|
|
||||
Crude oil and petroleum products:
|
|
|
|
||||
Continuing operations
|
79,174
|
|
|
56,903
|
|
||
Discontinued operations
|
14,869
|
|
|
14,140
|
|
||
Total crude oil and petroleum products
|
94,043
|
|
|
71,043
|
|
|
Year Ended December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
(in thousands)
|
||||||
General and administrative expenses not separately identified below:
|
|
|
|
||||
Corporate
|
$
|
30,753
|
|
|
$
|
25,660
|
|
Segment
|
3,291
|
|
|
2,064
|
|
||
Equity-based compensation plan expense
|
6,114
|
|
|
1,758
|
|
||
Third party costs related to business development activities and growth projects
|
1,679
|
|
|
4,376
|
|
||
Total general and administrative expenses
|
$
|
41,837
|
|
|
$
|
33,858
|
|
|
Year Ended December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
(in thousands)
|
||||||
Depreciation on fixed assets
|
$
|
37,382
|
|
|
$
|
27,515
|
|
Amortization of intangible assets
|
19,930
|
|
|
30,952
|
|
||
Amortization of CO
2
volumetric production payments
|
3,838
|
|
|
3,694
|
|
||
Total depreciation and amortization expense
|
$
|
61,150
|
|
|
$
|
62,161
|
|
|
Year Ended December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
(in thousands)
|
||||||
Interest expense, senior secured credit facility (including commitment fees)
|
$
|
14,199
|
|
|
$
|
12,976
|
|
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
|
)
|
||
Net interest expense
|
$
|
40,923
|
|
|
$
|
35,771
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands)
|
||||||||||
Net income
|
$
|
86,109
|
|
|
$
|
96,319
|
|
|
$
|
51,249
|
|
Depreciation and amortization
|
64,784
|
|
|
61,150
|
|
|
62,161
|
|
|||
Cash received from direct financing leases not included in income
|
5,110
|
|
|
5,016
|
|
|
4,615
|
|
|||
Cash effects of sales of certain assets and discontinued operations
|
1,910
|
|
|
773
|
|
|
6,424
|
|
|||
Effects of distributable cash generated by equity method investees not included in income
|
23,889
|
|
|
24,464
|
|
|
16,681
|
|
|||
Cash effects of legacy stock appreciation rights plan
|
(5,498
|
)
|
|
(3,280
|
)
|
|
(2,394
|
)
|
|||
Non-cash legacy stock appreciation rights plan expense
|
5,704
|
|
|
4,478
|
|
|
311
|
|
|||
Non-cash executive equity award expense
|
—
|
|
|
500
|
|
|
—
|
|
|||
Expenses related to acquiring or constructing growth capital assets
|
5,791
|
|
|
1,679
|
|
|
4,376
|
|
|||
Unrealized loss on derivative transactions excluding fair value hedges
|
1,313
|
|
|
86
|
|
|
724
|
|
|||
Maintenance capital expenditures
|
(3,569
|
)
|
|
(4,430
|
)
|
|
(4,237
|
)
|
|||
Non-cash tax benefit
|
(152
|
)
|
|
(9,222
|
)
|
|
(2,075
|
)
|
|||
Other items, net
|
674
|
|
|
1,625
|
|
|
364
|
|
|||
Available Cash before Reserves
|
$
|
186,065
|
|
|
$
|
179,158
|
|
|
$
|
138,199
|
|
•
|
Working capital, primarily inventories;
|
•
|
Routine operating expenses;
|
•
|
Capital growth and maintenance projects;
|
•
|
Acquisitions of assets or businesses;
|
•
|
Interest payments related to outstanding debt; and
|
•
|
Quarterly cash distributions to our unitholders.
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
|
(in thousands)
|
|
|
||||||
Capital expenditures for fixed and intangible assets:
|
|
|
|
|
|
||||||
Pipeline transportation assets
|
$
|
130,787
|
|
|
$
|
59,385
|
|
|
$
|
7,629
|
|
Refinery services assets
|
3,258
|
|
|
2,692
|
|
|
1,846
|
|
|||
Supply and logistics assets
|
244,994
|
|
|
94,896
|
|
|
13,846
|
|
|||
Information technology systems
|
2,424
|
|
|
1,631
|
|
|
4,128
|
|
|||
Total capital expenditures for fixed and intangible assets
|
381,463
|
|
|
158,604
|
|
|
27,449
|
|
|||
Capital expenditures for business combinations, net of liabilities assumed:
|
|
|
|
|
|
||||||
Acquisition of offshore marine transportation assets
|
230,880
|
|
|
—
|
|
|
—
|
|
|||
Offshore pipelines
|
—
|
|
|
205,576
|
|
|
194
|
|
|||
Acquisition of FMT assets
|
—
|
|
|
—
|
|
|
143,479
|
|
|||
Wyoming refinery and related pipeline
|
—
|
|
|
—
|
|
|
20,000
|
|
|||
Total business combinations capital expenditures
|
230,880
|
|
|
205,576
|
|
|
163,673
|
|
|||
Capital expenditures related to equity investees
(1)
|
94,286
|
|
|
63,749
|
|
|
—
|
|
|||
Total capital expenditures
|
$
|
706,629
|
|
|
$
|
427,929
|
|
|
$
|
191,122
|
|
(1)
|
Amount represents our investment in the SEKCO pipeline joint venture (see below for more information).
|
Distribution For
|
|
Date Paid
|
|
Per Unit
Amount
|
|
Total
Amount
|
||||
2011
|
|
|
|
|
|
|
||||
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
|
|
$
|
0.4850
|
|
|
$
|
39,390
|
|
2013
|
|
|
|
|
|
|
||||
1
st
Quarter
|
|
May 15, 2013
|
|
$
|
0.4975
|
|
|
$
|
40,405
|
|
2
nd
Quarter
|
|
August 14, 2013
|
|
$
|
0.5100
|
|
|
$
|
42,302
|
|
3
rd
Quarter
|
|
November 14, 2013
|
|
$
|
0.5225
|
|
|
$
|
46,344
|
|
4
th
Quarter
|
|
February 14, 2014
|
(1)
|
$
|
0.5350
|
|
|
$
|
47,453
|
|
(1)
|
This distribution was paid on
February 14, 2014
to unitholders of record as of
January 31, 2014
.
|
|
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)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
582,800
|
|
|
$
|
700,772
|
|
|
$
|
1,283,572
|
|
Estimated interest payable on long-term debt
(2)
|
72,457
|
|
|
144,981
|
|
|
108,206
|
|
|
42,766
|
|
|
368,410
|
|
|||||
Operating lease obligations
|
30,501
|
|
|
42,259
|
|
|
28,596
|
|
|
48,824
|
|
|
150,180
|
|
|||||
Unconditional purchase obligations
(3)
|
484,163
|
|
|
132,528
|
|
|
—
|
|
|
—
|
|
|
616,691
|
|
|||||
Other Cash Commitments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Asset retirement obligations
(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
32,515
|
|
|
32,515
|
|
|||||
Total
|
$
|
587,121
|
|
|
$
|
319,768
|
|
|
$
|
719,602
|
|
|
$
|
824,877
|
|
|
$
|
2,451,368
|
|
(1)
|
Our credit facility allows us to repay and re-borrow funds at any time through the maturity date of
July 25, 2017
. We have $350 million in aggregate principal amount of senior unsecured notes that mature on
December 15, 2018
(the "2018 Notes") and $350 million in aggregate principal amount of senior unsecured notes that mature on February 15, 2021 (the "2021 Notes").
|
(2)
|
Interest on our long-term debt under our credit facility is at market-based rates. The interest rates on our 2018 Notes and 2021 Notes are
7.875%
and 5.75%, respectively. The amount shown for interest payments represents the amount that would be paid if the debt outstanding at
December 31, 2013
under our credit facility remained outstanding through the final maturity date of
July 25, 2017
and interest rates remained at the
December 31, 2013
market levels through the final maturity date. Also included is the interest on our senior unsecured notes through their respective maturity dates.
|
(3)
|
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, 2013
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.
|
(4)
|
Represents the estimated future asset retirement obligations on an undiscounted basis. The recorded asset retirement obligation on our balance sheet at
December 31, 2013
was
$14.3 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
|
|
559
|
|
|
Bbl
|
|
$
|
94.91
|
|
|
$
|
53,054
|
|
|
$
|
1,966
|
|
|
$
|
55,020
|
|
Crude Oil Swaps
|
Bbl
|
|
150
|
|
|
Bbl
|
|
$
|
1.05
|
|
|
$
|
158
|
|
|
$
|
116
|
|
|
$
|
274
|
|
Diesel
|
Bbl
|
|
11
|
|
|
Gal
|
(1)
|
$
|
2.97
|
|
|
$
|
1,373
|
|
|
$
|
43
|
|
|
$
|
1,416
|
|
Singapore Fuel Oil
|
Metric Ton
|
|
62
|
|
|
Metric Ton
|
|
$
|
589.47
|
|
|
$
|
36,547
|
|
|
$
|
1,334
|
|
|
$
|
37,881
|
|
#6 Fuel Oil
|
Bbl
|
|
953
|
|
|
Bbl
|
|
$
|
90.98
|
|
|
$
|
86,703
|
|
|
$
|
755
|
|
|
$
|
87,458
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Buy (Long) Contracts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Crude Oil
|
Bbl
|
|
441
|
|
|
Bbl
|
|
$
|
98.12
|
|
|
$
|
43,271
|
|
|
$
|
135
|
|
|
$
|
43,406
|
|
#6 Fuel Oil
|
Bbl
|
|
110
|
|
|
Bbl
|
|
$
|
91.37
|
|
|
$
|
10,051
|
|
|
$
|
45
|
|
|
$
|
10,096
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
NYMEX Option Contracts
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Written Contracts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Crude Oil
|
Bbl
|
|
160
|
|
|
Bbl
|
|
$
|
1.07
|
|
|
$
|
171
|
|
|
$
|
(76
|
)
|
|
$
|
95
|
|
Diesel
|
Bbl
|
|
20
|
|
|
Bbl
|
|
$
|
2.50
|
|
|
$
|
50
|
|
|
$
|
(9
|
)
|
|
$
|
41
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Purchased Contracts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Crude Oil
|
Bbl
|
|
60
|
|
|
Bbl
|
|
$
|
0.24
|
|
|
$
|
15
|
|
|
$
|
12
|
|
|
$
|
27
|
|
(1)
|
Prices and volumes as 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
|
|
58
|
|
Director, Chairman of the Board, and Chief Executive Officer
|
Conrad P. Albert
|
|
67
|
|
Director
|
James E. Davison
|
|
76
|
|
Director
|
James E. Davison, Jr.
|
|
47
|
|
Director
|
Donald L. Evans
|
|
67
|
|
Director
|
Sharilyn S. Gasaway
|
|
45
|
|
Director
|
Kenneth M. Jastrow II
|
|
66
|
|
Director
|
Corbin J. Robertson III
|
|
43
|
|
Director
|
Jack T. Taylor
|
|
62
|
|
Director
|
Steven R. Nathanson
|
|
58
|
|
President and Chief Operating Officer
|
Robert V. Deere
|
|
59
|
|
Chief Financial Officer
|
Paul A. Davis
|
|
50
|
|
Senior Vice President
|
Stephen M. Smith
|
|
37
|
|
Vice President
|
Karen N. Pape
|
|
55
|
|
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 growing cash distributions and growing 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 compensation 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
|
|
2013
|
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%
|
|
2013
|
||
Name
|
Long-Term Incentive Target
|
||
Grant E. Sims
|
$
|
1,250,000
|
|
Steven R. Nathanson
|
$
|
1,000,000
|
|
Robert V. Deere
|
$
|
500,000
|
|
Paul A. Davis
|
$
|
425,000
|
|
Stephen M. Smith
|
$
|
325,000
|
|
•
|
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
|
2013
|
|
$
|
517,308
|
|
|
$
|
—
|
|
|
$
|
1,248,181
|
|
|
$
|
196,119
|
|
|
$
|
1,961,608
|
|
Chief Executive Officer
|
2012
|
|
492,308
|
|
|
425,000
|
|
|
1,198,716
|
|
|
147,882
|
|
|
2,263,906
|
|
|||||
(Principal Executive Officer)
|
2011
|
|
460,962
|
|
|
450,000
|
|
|
839,346
|
|
|
74,978
|
|
|
1,825,286
|
|
|||||
Steven R. Nathanson
|
2013
|
|
409,615
|
|
|
—
|
|
|
998,535
|
|
|
132,007
|
|
|
1,540,157
|
|
|||||
President and
|
2012
|
|
361,154
|
|
|
375,000
|
|
|
556,336
|
|
|
94,671
|
|
|
1,387,161
|
|
|||||
Chief Operating Officer
|
2011
|
|
323,654
|
|
|
420,000
|
|
|
499,807
|
|
|
58,087
|
|
|
1,301,548
|
|
|||||
Robert V. Deere
|
2013
|
|
446,923
|
|
|
—
|
|
|
499,291
|
|
|
104,808
|
|
|
1,051,022
|
|
|||||
Chief Financial Officer
|
2012
|
|
433,846
|
|
|
200,000
|
|
|
468,817
|
|
|
77,737
|
|
|
1,180,400
|
|
|||||
(Principal Financial Officer)
|
2011
|
|
411,923
|
|
|
130,000
|
|
|
424,085
|
|
|
37,285
|
|
|
1,003,293
|
|
|||||
Paul A. Davis
(3)
|
2013
|
|
311,154
|
|
|
250,000
|
|
|
424,374
|
|
|
33,843
|
|
|
1,019,371
|
|
|||||
Senior Vice President
|
2012
|
|
215,385
|
|
|
200,000
|
|
|
500,000
|
|
|
10,581
|
|
|
925,966
|
|
|||||
Stephen M. Smith
|
2013
|
|
267,308
|
|
|
—
|
|
|
324,563
|
|
|
59,079
|
|
|
650,950
|
|
|||||
Vice President
|
2012
|
|
240,769
|
|
|
250,000
|
|
|
332,973
|
|
|
56,343
|
|
|
880,085
|
|
|||||
|
2011
|
|
209,231
|
|
|
220,000
|
|
|
222,149
|
|
|
23,091
|
|
|
674,471
|
|
(1)
|
Bonuses are paid in March of the year that follows the year in which they were earned (e.g., the bonuses with respect to
2013
will be paid in
March 2014
).
|
(2)
|
The amounts shown in this column represent the aggregate grant date fair value for each NEO’s phantom units granted under our 2010 Long-Term Incentive Plan, excluding the amount shown for Mr. Davis. The
2012
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
. 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, 2013
.
|
|
|
||||||||||||||
Name
|
401(k) Matching
and Profit
Sharing
Contributions (a)
|
|
Insurance
Premiums
(b)
|
|
Other
Compensation
(c)
|
|
Totals
|
||||||||
Grant E. Sims
|
$
|
7,650
|
|
|
$
|
2,700
|
|
|
$
|
185,769
|
|
|
$
|
196,119
|
|
Steven R. Nathanson
|
$
|
21,438
|
|
|
$
|
2,700
|
|
|
$
|
107,869
|
|
|
$
|
132,007
|
|
Robert V. Deere
|
$
|
22,950
|
|
|
$
|
2,700
|
|
|
$
|
79,158
|
|
|
$
|
104,808
|
|
Paul A. Davis
|
$
|
17,319
|
|
|
$
|
2,700
|
|
|
$
|
13,824
|
|
|
$
|
33,843
|
|
Stephen M. Smith
|
$
|
7,650
|
|
|
$
|
2,419
|
|
|
$
|
49,010
|
|
|
$
|
59,079
|
|
(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 only 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
|
|
4/9/2013
|
|
13,287
|
|
|
26,574
|
|
|
39,861
|
|
|
$
|
47.04
|
|
|
$
|
1,248,181
|
|
Steven R. Nathanson
|
|
4/9/2013
|
|
10,630
|
|
|
21,259
|
|
|
31,889
|
|
|
$
|
47.04
|
|
|
$
|
998,535
|
|
Robert V. Deere
|
|
4/9/2013
|
|
5,315
|
|
|
10,630
|
|
|
15,945
|
|
|
$
|
47.04
|
|
|
$
|
499,291
|
|
Paul A. Davis
|
|
4/9/2013
|
|
4,518
|
|
|
9,035
|
|
|
13,553
|
|
|
$
|
47.04
|
|
|
$
|
424,374
|
|
Stephen M. Smith
|
|
4/9/2013
|
|
3,455
|
|
|
6,910
|
|
|
10,365
|
|
|
$
|
47.04
|
|
|
$
|
324,563
|
|
(1)
|
Represents the number of phantom units that each NEO can earn of grant awarded on
April 9, 2013
, if the company meets certain performance conditions (threshold, target and maximum) during the
fourth quarter of 2015
. See additional discussion in "Long-Term Incentive Compensation" above.
|
(2)
|
Represents the closing market price of our common units on the date of the phantom unit award on
April 9, 2013
.
|
(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 (
$46.97
).
|
|
|
Stock Appreciation Rights
|
|
Stock Awards
|
|||||||||
Name
|
Grant Date
|
Number of Securities Underlying Stock Appreciation Rights Exercisable (#) (1)
|
Stock Appreciation Rights Exercise Price ($)
|
Stock Appreciation Rights Expiration Date
|
|
Equity Incentive Plan Awards: Number of Unearned Phantom Units That Have Not Vested (#) (2)
|
Equity Incentive Plan Awards: Market Value of Unearned Phantom Units That Have Not Vested ($) (3)
|
||||||
Grant E. Sims
|
4/9/2013
|
|
|
|
|
13,287
|
|
$
|
682,287
|
|
|||
|
4/10/2012
|
|
|
|
|
19,100
|
|
$
|
980,785
|
|
|||
|
4/29/2011
|
|
|
|
|
44,660
|
|
$
|
2,293,291
|
|
|||
Steven R. Nathanson
|
4/9/2013
|
|
|
|
|
10,630
|
|
$
|
545,851
|
|
|||
|
4/10/2012
|
|
|
|
|
8,865
|
|
$
|
455,218
|
|
|||
|
4/29/2011
|
|
|
|
|
26,594
|
|
$
|
1,365,602
|
|
|||
|
2/14/2008
|
16,465
|
|
$
|
20.92
|
|
2/14/2018
|
|
|
|
|||
Robert V. Deere
|
4/9/2013
|
|
|
|
|
5,315
|
|
$
|
272,925
|
|
|||
|
4/10/2012
|
|
|
|
|
7,470
|
|
$
|
383,585
|
|
|||
|
4/29/2011
|
|
|
|
|
22,565
|
|
$
|
1,158,713
|
|
|||
Paul A. Davis
|
4/9/2013
|
|
|
|
|
4,518
|
|
$
|
231,999
|
|
|||
Stephen M. Smith
|
4/9/2013
|
|
|
|
|
3,455
|
|
$
|
177,414
|
|
|||
|
4/10/2012
|
|
|
|
|
5,306
|
|
$
|
272,463
|
|
|||
|
4/29/2011
|
|
|
|
|
11,820
|
|
$
|
606,957
|
|
(1)
|
All rights in this column were vested at
December 31, 2013
.
|
(2)
|
The number of performance units reflected in the table assumes a maximum performance payout (or 150% of the target number of phantom units granted) during the
fourth quarter of 2013
for units granted on
April 29, 2011
as our distribution for the
fourth quarter of 2013
is greater than $0.52 per unit. The number of performance units reflected in the table assumes a threshold performance payout during the
fourth quarter of 2014
for units granted on
April 10, 2012
and the
fourth quarter of 2015
for units granted on
April 9, 2013
(at which
50%
of the initial target number of phantom units awarded will vest on the third year anniversary from the date of grant). The phantom units will vest at the end of three years between
50%
and
150%
of the target number of phantom units granted, if certain quarterly cash distribution target levels for the
fourth quarter of 2013
,
fourth quarter of 2014
and
fourth quarter of 2015
are achieved.
|
(3)
|
The amounts in this column were calculated by multiplying the closing market price of our units using the twenty day average at year-end by the number of applicable units outstanding.
|
|
|
Phantom Unit Awards
|
|||||
Name
|
|
Number of Phantom Units Vested (#)
|
|
Value Realized on Vesting ($)
|
|||
Grant E. Sims
|
|
16,795
|
|
|
$
|
783,823
|
|
Steven R. Nathanson
|
|
8,030
|
|
|
$
|
374,760
|
|
Robert V. Deere
|
|
5,110
|
|
|
$
|
238,484
|
|
Stephen M. Smith
|
|
2,430
|
|
|
$
|
113,408
|
|
Paul A. Davis
|
|
—
|
|
|
$
|
—
|
|
•
|
“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
|
•
|
“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.
|
|
Steven R.
Nathanson
|
|
Paul A. Davis
|
||||
Severance pursuant to employment agreement
|
$
|
425,000
|
|
|
$
|
1,300,000
|
|
Healthcare
|
20,551
|
|
|
30,826
|
|
||
Total
|
$
|
445,551
|
|
|
$
|
1,330,826
|
|
Grant E. Sims
|
$
|
4,854,988
|
|
Steven R. Nathanson
|
$
|
2,912,418
|
|
Robert V. Deere
|
$
|
2,085,478
|
|
Paul A. Davis
|
$
|
463,947
|
|
Stephen A. Smith
|
$
|
1,304,341
|
|
|
Grant E.
Sims
|
|
Steven R.
Nathanson
|
|
Robert V.
Deere
|
|
Paul A. Davis
|
|
Stephen M. Smith
|
||||||||||
Severance pursuant to employment agreement
|
$
|
—
|
|
|
$
|
425,000
|
|
|
$
|
—
|
|
|
$
|
687,500
|
|
|
$
|
—
|
|
Healthcare
|
—
|
|
|
20,551
|
|
|
—
|
|
|
30,826
|
|
|
—
|
|
|||||
Cash payment for vested phantom units under 2010 LTIP
|
4,854,988
|
|
|
2,912,418
|
|
|
2,085,478
|
|
|
463,947
|
|
|
1,304,341
|
|
|||||
Total
|
$
|
4,854,988
|
|
|
$
|
3,357,969
|
|
|
$
|
2,085,478
|
|
|
$
|
1,182,273
|
|
|
$
|
1,304,341
|
|
Name
|
Fees Earned or Paid in Cash ($) (1)
|
|
Stock
Awards
($) (2) (3)
|
|
All Other
Compensation
($) (4)
|
|
Total
|
||||||||
James E. Davison
|
$
|
77,500
|
|
|
$
|
85,000
|
|
|
$
|
15,703
|
|
|
$
|
178,203
|
|
James E. Davison, Jr.
|
$
|
77,500
|
|
|
$
|
85,000
|
|
|
$
|
15,703
|
|
|
$
|
178,203
|
|
Donald L. Evans
|
$
|
77,500
|
|
|
$
|
85,000
|
|
|
$
|
15,703
|
|
|
$
|
178,203
|
|
Sharilyn S. Gasaway
|
$
|
97,750
|
|
|
$
|
96,250
|
|
|
$
|
17,791
|
|
|
$
|
211,791
|
|
Kenneth M. Jastrow II
|
$
|
92,500
|
|
|
$
|
95,000
|
|
|
$
|
17,011
|
|
|
$
|
204,511
|
|
Corbin J. Robertson III
|
$
|
81,750
|
|
|
$
|
86,250
|
|
|
$
|
15,794
|
|
|
$
|
183,794
|
|
Conrad P. Albert
|
$
|
45,250
|
|
|
$
|
48,750
|
|
|
$
|
706
|
|
|
$
|
94,706
|
|
Jack T. Taylor
|
$
|
45,250
|
|
|
$
|
48,750
|
|
|
$
|
706
|
|
|
$
|
94,706
|
|
(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, 2013
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
7,167
outstanding phantom units and
1,000
stock appreciation rights. Messrs. Evans, Jastrow, Robertson, Albert, Taylor and Ms. Gasaway hold
7,167
,
7,760
,
7,215
,
922
,
922
and
8,119
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.
|
|
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 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
|
||||||
Conrad P. Albert
|
|
5,000
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
James E. Davison
|
|
3,284,459
|
|
(2)
|
3.7
|
%
|
|
9,453
|
|
|
23.6
|
%
|
|
91,823
|
|
|
5.3
|
%
|
James E. Davison, Jr.
|
|
5,232,109
|
|
(3)
|
5.9
|
%
|
|
13,648
|
|
|
34.1
|
%
|
|
91,823
|
|
(4)
|
5.3
|
%
|
Donald L. Evans
(5)
|
|
49,826
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
7,652
|
|
|
*
|
|
Sharilyn S. Gasaway
|
|
254,142
|
|
|
*
|
|
|
1,081
|
|
|
2.7
|
%
|
|
15,303
|
|
|
*
|
|
Kenneth M. Jastrow II
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Corbin J. Robertson III
|
|
1,701,166
|
|
(6)
|
1.9
|
%
|
|
—
|
|
|
—
|
|
|
110,401
|
|
(7)
|
6.4
|
%
|
Jack T. Taylor
|
|
2,865
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Grant E. Sims
|
|
2,789,488
|
|
(8)
|
3.1
|
%
|
|
7,087
|
|
|
17.7
|
%
|
|
198,459
|
|
|
11.4
|
%
|
Steven R. Nathanson
|
|
908,251
|
|
(9)
|
1.0
|
%
|
|
—
|
|
|
—
|
|
|
53,944
|
|
|
3.1
|
%
|
Robert V. Deere
|
|
702,312
|
|
|
*
|
|
|
1,052
|
|
|
2.6
|
%
|
|
48,675
|
|
|
2.8
|
%
|
Paul A. Davis
|
|
14,170
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
982
|
|
|
*
|
|
Stephen M. Smith
|
|
389,172
|
|
(10)
|
*
|
|
|
—
|
|
|
—
|
|
|
26,972
|
|
|
1.6
|
%
|
Karen N. Pape
|
|
143,227
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
8,904
|
|
|
*
|
|
All directors and executive officers as a group (14 in total)
|
|
15,476,187
|
|
|
17.5
|
%
|
|
32,321
|
|
|
80.8
|
%
|
|
654,938
|
|
|
37.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Steven K. Davison
|
|
2,401,017
|
|
(11)
|
2.7
|
%
|
|
7,676
|
|
|
19.2
|
%
|
|
91,822
|
|
(12)
|
5.3
|
%
|
OppenheimerFunds, Inc.
|
|
4,691,344
|
|
|
5.3
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Goldman Sachs Asset Management
|
|
4,569,699
|
|
|
5.2
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
*
|
Less than 1%
|
(1)
|
The Class B Common Units, which also are included in the Class A Common Unit total, are identical in most respects to the Class A Common Units and have voting and distribution rights equivalent to those of the Class A Common Units. 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. In addition to his direct ownership interests, Mr. Davison is the sole stockholder of Davison Terminal Service, Inc., which owns
1,010,835
Class A Common Units.
|
(3)
|
Mr. Davison, Jr. pledged 1,164,370 of these Class A Common Units as collateral for a loan from a bank.
1,247,560
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 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. Robertson pledged 1,512,555 of these Class A Common Units as collateral for margin accounts. Includes
185,868
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 our outstanding Waiver Units and Mr. C. Robertson III holds
97,484
of our outstanding Waiver Units.
|
(8)
|
Mr. Sims pledged 866,334 of these Class A Common Units as collateral for loans 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)
|
Mr. Smith pledged 176,972 Class A Common Units as collateral for margin brokerage accounts.
|
(11)
|
Includes
125,093
Class A Common units held by the Steven Davison Family Trust.
|
(12)
|
The Steven Davison Family Trust holds
22,848
of our outstanding Waiver Units and Mr. S. Davison holds
68,974
of our outstanding Waiver Units. The mailing address for Mr. S. Davison is 2000 Farmerville Highway, Ruston, Louisiana, 71270.
|
|
2013
|
|
2012
|
||||
|
(in thousands)
|
||||||
Audit Fees
(1)
|
$
|
2,259
|
|
|
$
|
2,524
|
|
Audit-Related Fees
(2)
|
23
|
|
|
20
|
|
||
Tax Fees
(3)
|
879
|
|
|
768
|
|
||
All Other Fees
(4)
|
6
|
|
|
4
|
|
||
Total
|
$
|
3,167
|
|
|
$
|
3,316
|
|
(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 reviewing our documentation of controls and process for conversion related to our project to upgrade our information technology systems
|
(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 Conversion of Genesis Energy, LLC (formerly Genesis Energy, Inc.) (incorporated by reference to Exhibit 3.2 to Form 8-K dated January 7, 2009, 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 for 7.875% Senior Subordinated Notes due 2018, 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 for 7.875% Senior Subordinated Notes due 2018, 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 for 7.875% Senior Subordinated Notes due 2018, 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 for 7.875% Senior Subordinated Notes due 2018, 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 for 7.875% Senior Subordinated Notes due 2018, 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 for 7.875% Senior Subordinated Notes due 2018, 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 for 7.875% Senior Subordinated Notes due 2018, 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 for 7.875% Senior Subordinated Notes due 2018, 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 for 7.875% Senior Subordinated Notes due 2018, 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 for 7.875% Senior Subordinated Notes due 2018, 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 for 7.875% Senior Subordinated Notes due 2018, 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 (incorporated by reference to Exhibit 4.12 to Form 10-K filed on February 26, 2013, File No. 001-12295).
|
|
4.13
|
|
Eleventh Supplemental Indenture for 7.875% Senior Subordinated Notes due 2018, 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 (incorporated by reference to Exhibit 4.13 to Form 10-K filed on February 26, 2013, File No. 001-12295).
|
*
|
4.14
|
|
Twelfth Supplemental Indenture for 7.875% Senior Subordinated Notes due 2018, dated as of February 19, 2014, by and among Genesis Energy, L.P., Genesis Energy Finance Corporation, the Guarantors named therein and U.S. Bank National Association, as trustee.
|
|
4.15
|
|
Indenture for 5.75% Senior Subordinated Notes due 2021, 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 4.1 to the Company's Current Report on Form 8-K dated February 11, 2013, File No. 001-12295).
|
*
|
4.16
|
|
First Supplemental Indenture for 5.75% Senior Subordinated Notes due 2021, dated as of February 19, 2014, by and among Genesis Energy, L.P., Genesis Energy Finance Corporation, the Guarantors named therein and U.S. Bank National Association, as trustee.
|
|
4.17
|
|
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).
|
|
4.18
|
|
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).
|
|
4.19
|
|
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).
|
|
4.20
|
|
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).
|
|
4.21
|
|
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).
|
|
4.22
|
|
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).
|
|
4.23
|
|
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).
|
|
4.24
|
|
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).
|
|
4.25
|
|
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).
|
|
4.26
|
|
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
|
|
First Amendment to Third Amended and Restated Credit Agreement, dated August 12, 2013, 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 the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, File No. 001-12295).
|
|
10.3
|
|
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).
|
|
10.4
|
|
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).
|
|
10.5
|
|
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).
|
|
10.6
|
+
|
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).
|
|
10.7
|
+
|
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).
|
|
10.8
|
+
|
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).
|
|
10.9
|
+
|
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).
|
|
10.10
|
+
|
Genesis Energy, LLC 2010 Long-Term Incentive Plan Form of Directors Phantom Unit with DERs Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, File No. 001-12295).
|
|
10.11
|
+
|
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).
|
|
10.12
|
+
|
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).
|
|
10.13
|
+
|
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).
|
|
10.14
|
+
|
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).
|
|
10.15
|
+
|
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).
|
|
10.16
|
+
|
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).
|
|
10.17
|
+
|
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).
|
|
10.18
|
+
|
Employment Agreement by and between Genesis Energy, LLC and Paul A. Davis, dated March 5, 2012.
|
|
10.19
|
+
|
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).
|
|
10.20
|
+
|
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).
|
|
10.21
|
|
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).
|
|
10.22
|
|
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).
|
|
10.23
|
|
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.
|
*
|
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 27, 2014
|
|
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 27, 2014
|
/s/ ROBERT V. DEERE
Robert V. Deere
|
Chief Financial Officer,
(Principal Financial Officer)
|
February 27, 2014
|
/s/ KAREN N. PAPE
Karen N. Pape
|
Senior Vice President and Controller
(Principal Accounting Officer)
|
February 27, 2014
|
/s/ CONRAD P. ALBERT
Conrad P. Albert
|
Director
|
February 27, 2014
|
/s/ JAMES E. DAVISON
James E. Davison
|
Director
|
February 27, 2014
|
/s/ JAMES E. DAVISON, JR.
James E. Davison, Jr.
|
Director
|
February 27, 2014
|
/s/ DONALD L. EVANS
Donald L. Evans
|
Director
|
February 27, 2014
|
/s/ SHARILYN S. GASAWAY
Sharilyn S. Gasaway
|
Director
|
February 27, 2014
|
/s/ KENNETH M. JASTROW, II
Kenneth M. Jastrow, II
|
Director
|
February 27, 2014
|
/s/ CORBIN J. ROBERTSON, III
Corbin J. Robertson, III
|
Director
|
February 27, 2014
|
/s/ JACK T. TAYLOR
Jack T. Taylor
|
Director
|
February 27, 2014
|
*
|
Genesis Energy, LLC is our general partner.
|
|
Page
|
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
8,866
|
|
|
$
|
11,282
|
|
Accounts receivable—trade, net
|
368,033
|
|
|
270,925
|
|
||
Inventories
|
85,330
|
|
|
87,050
|
|
||
Other
|
72,994
|
|
|
34,777
|
|
||
Total current assets
|
535,223
|
|
|
404,034
|
|
||
FIXED ASSETS, at cost
|
1,327,974
|
|
|
723,225
|
|
||
Less: Accumulated depreciation
|
(199,230
|
)
|
|
(157,944
|
)
|
||
Net fixed assets
|
1,128,744
|
|
|
565,281
|
|
||
NET INVESTMENT IN DIRECT FINANCING LEASES, net of unearned income
|
151,903
|
|
|
157,385
|
|
||
EQUITY INVESTEES
|
620,247
|
|
|
549,235
|
|
||
INTANGIBLE ASSETS, net of amortization
|
62,928
|
|
|
75,065
|
|
||
GOODWILL
|
325,046
|
|
|
325,046
|
|
||
OTHER ASSETS, net of amortization
|
38,111
|
|
|
33,618
|
|
||
TOTAL ASSETS
|
$
|
2,862,202
|
|
|
$
|
2,109,664
|
|
LIABILITIES AND PARTNERS’ CAPITAL
|
|
|
|
||||
CURRENT LIABILITIES:
|
|
|
|
||||
Accounts payable—trade
|
$
|
316,204
|
|
|
$
|
258,053
|
|
Accrued liabilities
|
130,349
|
|
|
54,598
|
|
||
Total current liabilities
|
446,553
|
|
|
312,651
|
|
||
SENIOR SECURED CREDIT FACILITY
|
582,800
|
|
|
500,000
|
|
||
SENIOR UNSECURED NOTES
|
700,772
|
|
|
350,895
|
|
||
DEFERRED TAX LIABILITIES
|
15,944
|
|
|
13,810
|
|
||
OTHER LONG-TERM LIABILITIES
|
18,396
|
|
|
15,813
|
|
||
COMMITMENTS AND CONTINGENCIES (
Note 19
)
|
|
|
|
||||
PARTNERS’ CAPITAL:
|
|
|
|
||||
Common unitholders, 88,690,985 and 81,202,752 units issued and outstanding at December 31, 2013 and 2012, respectively
|
1,097,737
|
|
|
916,495
|
|
||
TOTAL LIABILITIES AND PARTNERS’ CAPITAL
|
$
|
2,862,202
|
|
|
$
|
2,109,664
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
REVENUES:
|
|
|
|
|
|
||||||
Supply and logistics
|
$
|
3,842,337
|
|
|
$
|
3,095,054
|
|
|
$
|
2,173,896
|
|
Refinery services
|
205,985
|
|
|
196,017
|
|
|
201,711
|
|
|||
Pipeline transportation services
|
86,508
|
|
|
76,290
|
|
|
62,190
|
|
|||
Total revenues
|
4,134,830
|
|
|
3,367,361
|
|
|
2,437,797
|
|
|||
COSTS AND EXPENSES:
|
|
|
|
|
|
||||||
Supply and logistics product costs
|
3,547,141
|
|
|
2,840,970
|
|
|
1,994,255
|
|
|||
Supply and logistics operating costs
|
206,863
|
|
|
163,323
|
|
|
121,199
|
|
|||
Refinery services operating costs
|
131,289
|
|
|
123,477
|
|
|
126,782
|
|
|||
Pipeline transportation operating costs
|
27,206
|
|
|
21,894
|
|
|
16,964
|
|
|||
General and administrative
|
46,790
|
|
|
41,837
|
|
|
33,858
|
|
|||
Depreciation and amortization
|
64,784
|
|
|
61,150
|
|
|
62,161
|
|
|||
Total costs and expenses
|
4,024,073
|
|
|
3,252,651
|
|
|
2,355,219
|
|
|||
OPERATING INCOME
|
110,757
|
|
|
114,710
|
|
|
82,578
|
|
|||
Equity in earnings of equity investees
|
22,675
|
|
|
14,345
|
|
|
3,347
|
|
|||
Interest expense
|
(48,583
|
)
|
|
(40,923
|
)
|
|
(35,771
|
)
|
|||
Income from continuing operations before income taxes
|
84,849
|
|
|
88,132
|
|
|
50,154
|
|
|||
Income tax (expense) benefit
|
(845
|
)
|
|
9,205
|
|
|
1,217
|
|
|||
Income from continuing operations
|
84,004
|
|
|
97,337
|
|
|
51,371
|
|
|||
Income (loss) from discontinued operations
|
2,105
|
|
|
(1,018
|
)
|
|
(122
|
)
|
|||
NET INCOME
|
$
|
86,109
|
|
|
$
|
96,319
|
|
|
$
|
51,249
|
|
BASIC AND DILUTED NET INCOME PER COMMON UNIT:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
1.00
|
|
|
$
|
1.24
|
|
|
$
|
0.76
|
|
Discontinued operations
|
0.03
|
|
|
(0.01
|
)
|
|
(0.01
|
)
|
|||
Net income per common unit
|
$
|
1.03
|
|
|
$
|
1.23
|
|
|
$
|
0.75
|
|
WEIGHTED AVERAGE OUTSTANDING COMMON UNITS:
|
|
|
|
|
|
||||||
Basic and Diluted
|
83,957
|
|
|
78,363
|
|
|
67,938
|
|
|
Number of
Common
Units
|
|
Partners' Capital
|
|||
December 31, 2010
|
64,615
|
|
|
$
|
669,264
|
|
Net income
|
—
|
|
|
51,249
|
|
|
Cash distributions
|
—
|
|
|
(112,844
|
)
|
|
Issuance of units for cash, net
(Note 11)
|
7,350
|
|
|
184,969
|
|
|
December 31, 2011
|
71,965
|
|
|
792,638
|
|
|
Net income
|
—
|
|
|
96,319
|
|
|
Cash distributions
|
—
|
|
|
(142,383
|
)
|
|
Issuance of units for cash, net
(Note 11)
|
5,750
|
|
|
169,421
|
|
|
Conversion of waiver units
(Note 11)
|
3,476
|
|
|
—
|
|
|
Other
|
12
|
|
|
500
|
|
|
December 31, 2012
|
81,203
|
|
|
916,495
|
|
|
Net income
|
—
|
|
|
86,109
|
|
|
Cash distributions
|
—
|
|
|
(168,441
|
)
|
|
Issuance of common units for cash, net
(Note 11)
|
5,750
|
|
|
263,574
|
|
|
Conversion of waiver units
(Note 11)
|
1,738
|
|
|
—
|
|
|
December 31, 2013
|
88,691
|
|
|
$
|
1,097,737
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income
|
$
|
86,109
|
|
|
$
|
96,319
|
|
|
$
|
51,249
|
|
Adjustments to reconcile net income to net cash provided by
operating activities -
|
|
|
|
|
|
||||||
Depreciation and amortization
|
64,796
|
|
|
61,166
|
|
|
62,190
|
|
|||
Amortization and write-off of debt issuance costs and premium
|
4,339
|
|
|
4,037
|
|
|
2,940
|
|
|||
Amortization of unearned income and initial direct costs on direct financing leases
|
(16,152
|
)
|
|
(16,788
|
)
|
|
(17,237
|
)
|
|||
Payments received under direct financing leases
|
21,262
|
|
|
21,804
|
|
|
21,852
|
|
|||
Equity in earnings of investments in equity investees
|
(22,675
|
)
|
|
(14,345
|
)
|
|
(3,347
|
)
|
|||
Cash distributions of earnings of equity investees
|
34,132
|
|
|
23,900
|
|
|
8,592
|
|
|||
Non-cash effect of equity-based compensation plans
|
12,473
|
|
|
7,197
|
|
|
(15
|
)
|
|||
Deferred and other tax benefits
|
(152
|
)
|
|
(9,222
|
)
|
|
(2,075
|
)
|
|||
Unrealized losses on derivative transactions
|
1,313
|
|
|
86
|
|
|
1,002
|
|
|||
Other, net
|
(873
|
)
|
|
2,085
|
|
|
87
|
|
|||
Net changes in components of operating assets and liabilities, net of acquisitions (See
Note 14
)
|
(46,186
|
)
|
|
13,065
|
|
|
(66,931
|
)
|
|||
Net cash provided by operating activities
|
138,386
|
|
|
189,304
|
|
|
58,307
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Payments to acquire fixed and intangible assets
|
(343,119
|
)
|
|
(146,456
|
)
|
|
(27,992
|
)
|
|||
Cash distributions received from equity investees—return of investment
|
12,432
|
|
|
14,909
|
|
|
11,436
|
|
|||
Investments in equity investees
|
(94,551
|
)
|
|
(63,749
|
)
|
|
—
|
|
|||
Acquisitions
|
(230,880
|
)
|
|
(205,576
|
)
|
|
(163,673
|
)
|
|||
Proceeds from asset sales and discontinued operations
|
1,910
|
|
|
773
|
|
|
6,424
|
|
|||
Other, net
|
(1,622
|
)
|
|
(1,508
|
)
|
|
1,508
|
|
|||
Net cash used in investing activities
|
(655,830
|
)
|
|
(401,607
|
)
|
|
(172,297
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Borrowings on senior secured credit facility
|
1,593,300
|
|
|
1,674,400
|
|
|
777,600
|
|
|||
Repayments on senior secured credit facility
|
(1,510,500
|
)
|
|
(1,583,700
|
)
|
|
(728,300
|
)
|
|||
Proceeds from issuance of senior unsecured notes, including premium
|
350,000
|
|
|
101,000
|
|
|
—
|
|
|||
Debt issuance costs
|
(8,157
|
)
|
|
(7,105
|
)
|
|
(3,018
|
)
|
|||
Issuance of common units for cash, net
|
263,574
|
|
|
169,421
|
|
|
184,969
|
|
|||
Distributions to common unitholders
|
(168,441
|
)
|
|
(142,383
|
)
|
|
(112,844
|
)
|
|||
Other, net
|
(4,748
|
)
|
|
1,135
|
|
|
638
|
|
|||
Net cash provided by financing activities
|
515,028
|
|
|
212,768
|
|
|
119,045
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
(2,416
|
)
|
|
465
|
|
|
5,055
|
|
|||
Cash and cash equivalents at beginning of period
|
11,282
|
|
|
10,817
|
|
|
5,762
|
|
|||
Cash and cash equivalents at end of period
|
$
|
8,866
|
|
|
$
|
11,282
|
|
|
$
|
10,817
|
|
•
|
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
.
|
|
Year Ended
December 31, |
||
|
2013
|
||
Revenues
|
$
|
30,424
|
|
Net income
|
$
|
7,348
|
|
|
Year Ended
December 31, |
||||||
|
2013
|
|
2012
|
||||
Pro forma earnings data:
|
|
|
|
||||
Revenues from continuing operations
|
$
|
4,177,715
|
|
|
$
|
3,416,790
|
|
Net Income
|
$
|
98,846
|
|
|
$
|
98,665
|
|
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 from continuing operations
|
$
|
2,444,821
|
|
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, |
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Revenues
|
$
|
593,733
|
|
|
$
|
702,695
|
|
|
$
|
651,872
|
|
Cost and expenses
|
592,505
|
|
|
703,715
|
|
|
651,997
|
|
|||
Operating income (loss)
|
1,228
|
|
|
(1,020
|
)
|
|
(125
|
)
|
|||
Interest income
|
2
|
|
|
2
|
|
|
3
|
|
|||
Income (loss) before income taxes
|
1,230
|
|
|
(1,018
|
)
|
|
(122
|
)
|
|||
Gain on sale of discontinued operations
|
875
|
|
|
—
|
|
|
—
|
|
|||
Income (loss) from discontinued operations
|
$
|
2,105
|
|
|
$
|
(1,018
|
)
|
|
$
|
(122
|
)
|
|
|
|
|
|
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
Accounts receivable - trade
|
$
|
369,559
|
|
|
$
|
273,297
|
|
Allowance for doubtful accounts
|
(1,526
|
)
|
|
(2,372
|
)
|
||
Accounts receivable - trade, net
|
$
|
368,033
|
|
|
$
|
270,925
|
|
|
December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Balance at beginning of period
|
$
|
2,372
|
|
|
$
|
1,044
|
|
|
$
|
1,307
|
|
(Credited) charged to costs and expenses
|
(86
|
)
|
|
2,096
|
|
|
373
|
|
|||
Amounts written off
|
(760
|
)
|
|
(768
|
)
|
|
(636
|
)
|
|||
Balance at end of period
|
$
|
1,526
|
|
|
$
|
2,372
|
|
|
$
|
1,044
|
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
Pipelines and related assets
|
$
|
338,920
|
|
|
$
|
226,831
|
|
Machinery and equipment
|
173,092
|
|
|
87,502
|
|
||
Transportation equipment
|
19,140
|
|
|
21,170
|
|
||
Marine vessels
|
554,679
|
|
|
298,054
|
|
||
Land, buildings and improvements
|
30,170
|
|
|
15,606
|
|
||
Office equipment, furniture and fixtures
|
5,633
|
|
|
4,964
|
|
||
Construction in progress
|
183,037
|
|
|
52,541
|
|
||
Other
|
23,303
|
|
|
16,557
|
|
||
Fixed assets, at cost
|
1,327,974
|
|
|
723,225
|
|
||
Less: Accumulated depreciation
|
(199,230
|
)
|
|
(157,944
|
)
|
||
Net fixed assets
|
$
|
1,128,744
|
|
|
$
|
565,281
|
|
December 31, 2011
|
$
|
5,900
|
|
Liabilities incurred
|
5,995
|
|
|
Accretion expense
|
800
|
|
|
December 31, 2012
|
12,695
|
|
|
Liabilities incurred
|
789
|
|
|
Accretion expense
|
848
|
|
|
December 31, 2013
|
$
|
14,332
|
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
Total minimum lease payments to be received
|
$
|
298,924
|
|
|
$
|
320,148
|
|
Estimated residual values of leased property (unguaranteed)
|
292
|
|
|
292
|
|
||
Unamortized initial direct costs
|
1,621
|
|
|
1,804
|
|
||
Less unearned income
|
(143,415
|
)
|
|
(159,750
|
)
|
||
Net investment in direct financing leases
|
157,422
|
|
|
162,494
|
|
||
Less current portion (included in other current assets)
|
(5,519
|
)
|
|
(5,109
|
)
|
||
Long-term portion of net investment in direct financing leases
|
$
|
151,903
|
|
|
$
|
157,385
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Genesis’ share of operating earnings
|
$
|
33,152
|
|
|
$
|
24,532
|
|
|
$
|
7,910
|
|
Amortization of excess purchase price
|
(10,477
|
)
|
|
(10,187
|
)
|
|
(4,563
|
)
|
|||
Net equity in earnings
|
$
|
22,675
|
|
|
$
|
14,345
|
|
|
$
|
3,347
|
|
Distributions received
|
$
|
46,564
|
|
|
$
|
38,809
|
|
|
$
|
20,028
|
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
BALANCE SHEET DATA:
|
|
|
|
||||
Assets
|
|
|
|
||||
Current assets
|
$
|
70,921
|
|
|
$
|
74,906
|
|
Fixed assets, net
|
1,028,808
|
|
|
832,525
|
|
||
Other assets
|
6,823
|
|
|
10,202
|
|
||
Total assets
|
$
|
1,106,552
|
|
|
$
|
917,633
|
|
Liabilities and equity
|
|
|
|
||||
Current liabilities
|
$
|
55,918
|
|
|
$
|
112,321
|
|
Other liabilities
|
190,578
|
|
|
134,731
|
|
||
Equity
|
860,056
|
|
|
670,581
|
|
||
Total liabilities and equity
|
$
|
1,106,552
|
|
|
$
|
917,633
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
INCOME STATEMENT DATA:
|
|
|
|
|
|
||||||
Revenues
|
$
|
183,533
|
|
|
$
|
162,267
|
|
|
$
|
56,353
|
|
Operating Income
|
$
|
102,107
|
|
|
$
|
80,841
|
|
|
$
|
16,363
|
|
Net Income
|
$
|
99,357
|
|
|
$
|
77,975
|
|
|
$
|
16,322
|
|
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||||||||||
|
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
|
|
|
$
|
76,283
|
|
|
$
|
18,371
|
|
|
$
|
94,654
|
|
|
$
|
69,167
|
|
|
$
|
25,487
|
|
Licensing agreements
|
6
|
|
38,678
|
|
|
26,055
|
|
|
12,623
|
|
|
38,678
|
|
|
22,892
|
|
|
15,786
|
|
||||||
Supplier relationships
|
2
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36,469
|
|
|
36,469
|
|
|
—
|
|
||||||
Segment total
|
|
|
133,332
|
|
|
102,338
|
|
|
30,994
|
|
|
169,801
|
|
|
128,528
|
|
|
41,273
|
|
||||||
Supply & Logistics:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
5
|
|
35,430
|
|
|
28,568
|
|
|
6,862
|
|
|
35,430
|
|
|
26,403
|
|
|
9,027
|
|
||||||
Intangibles associated with lease
|
15
|
|
13,260
|
|
|
3,039
|
|
|
10,221
|
|
|
13,260
|
|
|
2,565
|
|
|
10,695
|
|
||||||
Trade names
|
4
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,888
|
|
|
18,888
|
|
|
—
|
|
||||||
Segment total
|
|
|
48,690
|
|
|
31,607
|
|
|
17,083
|
|
|
67,578
|
|
|
47,856
|
|
|
19,722
|
|
||||||
Other
|
5
|
|
21,356
|
|
|
6,505
|
|
|
14,851
|
|
|
18,932
|
|
|
4,862
|
|
|
14,070
|
|
||||||
Total
|
|
|
$
|
203,378
|
|
|
$
|
140,450
|
|
|
$
|
62,928
|
|
|
$
|
256,311
|
|
|
$
|
181,246
|
|
|
$
|
75,065
|
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
||||||||||
Refinery Services:
|
|
|
|
|
|
|
|
|
|
||||||||||
Customer relationships
|
$
|
5,597
|
|
|
$
|
4,405
|
|
|
$
|
3,471
|
|
|
$
|
2,737
|
|
|
$
|
2,161
|
|
Licensing agreements
|
2,928
|
|
|
2,711
|
|
|
2,510
|
|
|
2,324
|
|
|
2,150
|
|
|||||
Supply and Logistics:
|
|
|
|
|
|
|
|
|
|
||||||||||
Customer relationships
|
1,660
|
|
|
1,275
|
|
|
981
|
|
|
757
|
|
|
586
|
|
|||||
Intangibles associated with lease
|
474
|
|
|
474
|
|
|
474
|
|
|
474
|
|
|
474
|
|
|||||
Other
|
1,921
|
|
|
1,913
|
|
|
1,880
|
|
|
1,862
|
|
|
1,862
|
|
|||||
Total
|
$
|
12,580
|
|
|
$
|
10,778
|
|
|
$
|
9,316
|
|
|
$
|
8,154
|
|
|
$
|
7,233
|
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
CO
2
volumetric production payments, net of amortization
|
$
|
4,421
|
|
|
$
|
8,320
|
|
Other deferred costs and deposits
|
33,690
|
|
|
25,298
|
|
||
Other assets, net of amortization
|
$
|
38,111
|
|
|
$
|
33,618
|
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
Senior secured credit facility
|
$
|
582,800
|
|
|
$
|
500,000
|
|
7.875% senior unsecured notes (including unamortized premium of $772 and $895 in 2013 and 2012, respectively)
|
350,772
|
|
|
350,895
|
|
||
5.750% senior unsecured notes
|
$
|
350,000
|
|
|
—
|
|
|
Total long-term debt
|
$
|
1,283,572
|
|
|
$
|
850,895
|
|
•
|
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, 2013
, 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, 2013
, 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, 2013
).
|
•
|
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
|
||||
2011
|
|
|
|
|
|
||||
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
|
|
2013
|
|
|
|
|
|
||||
1st Quarter
|
May 15, 2013
|
|
$
|
0.4975
|
|
|
$
|
40,405
|
|
2nd Quarter
|
August 14, 2013
|
|
$
|
0.5100
|
|
|
$
|
42,302
|
|
3rd Quarter
|
November 14, 2013
|
|
$
|
0.5225
|
|
|
$
|
46,344
|
|
4th Quarter
|
February 14, 2014
|
|
$
|
0.5350
|
|
|
$
|
47,453
|
|
Period
|
Purchaser of
Common Units
|
Units
|
|
Gross
Unit Price
|
|
Issuance Value
|
|
Costs
|
|
Net Proceeds
|
|||||||||
September 2013
|
Public
|
5,750
|
|
|
$
|
47.51
|
|
|
$
|
273,183
|
|
|
$
|
(9,609
|
)
|
|
$
|
263,574
|
|
March 2012
|
Public
|
5,750
|
|
|
$
|
30.80
|
|
|
$
|
177,100
|
|
|
$
|
(7,679
|
)
|
|
$
|
169,421
|
|
July 2011
|
Public
|
7,350
|
|
|
$
|
26.30
|
|
|
$
|
193,305
|
|
|
$
|
(8,336
|
)
|
|
$
|
184,969
|
|
•
|
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
(a)
|
|
Total
|
||||||||
Year Ended December 31, 2013
|
|
|
|
|
|
|
|
||||||||
Segment Margin
(b)
|
$
|
108,879
|
|
|
$
|
75,361
|
|
|
$
|
96,120
|
|
|
$
|
280,360
|
|
Capital expenditures
(c)
|
$
|
225,073
|
|
|
$
|
3,258
|
|
|
$
|
475,874
|
|
|
$
|
704,205
|
|
Revenues:
|
|
|
|
|
|
|
|
||||||||
External customers
|
$
|
69,375
|
|
|
$
|
216,860
|
|
|
$
|
3,848,595
|
|
|
$
|
4,134,830
|
|
Intersegment
(d)
|
17,133
|
|
|
(10,875
|
)
|
|
(6,258
|
)
|
|
—
|
|
||||
Total revenues of reportable segments
|
$
|
86,508
|
|
|
$
|
205,985
|
|
|
$
|
3,842,337
|
|
|
$
|
4,134,830
|
|
Year Ended December 31, 2012
|
|
|
|
|
|
|
|
||||||||
Segment Margin
(b)
|
$
|
96,539
|
|
|
$
|
72,883
|
|
|
$
|
92,911
|
|
|
$
|
262,333
|
|
Capital expenditures
(c)
|
$
|
328,710
|
|
|
$
|
2,692
|
|
|
$
|
94,896
|
|
|
$
|
426,298
|
|
Revenues:
|
|
|
|
|
|
|
|
||||||||
External customers
|
$
|
61,706
|
|
|
$
|
205,110
|
|
|
$
|
3,100,545
|
|
|
$
|
3,367,361
|
|
Intersegment
(d)
|
14,584
|
|
|
(9,093
|
)
|
|
(5,491
|
)
|
|
—
|
|
||||
Total revenues of reportable segments
|
$
|
76,290
|
|
|
$
|
196,017
|
|
|
$
|
3,095,054
|
|
|
$
|
3,367,361
|
|
Year Ended December 31, 2011
|
|
|
|
|
|
|
|
||||||||
Segment Margin
(b)
|
$
|
67,908
|
|
|
$
|
74,618
|
|
|
$
|
59,975
|
|
|
$
|
202,501
|
|
Capital expenditures
(c)
|
$
|
14,501
|
|
|
$
|
1,846
|
|
|
$
|
170,647
|
|
|
$
|
186,994
|
|
Revenues:
|
|
|
|
|
|
|
|
||||||||
External customers
|
$
|
50,391
|
|
|
$
|
210,394
|
|
|
$
|
2,177,012
|
|
|
$
|
2,437,797
|
|
Intersegment
(d)
|
11,799
|
|
|
(8,683
|
)
|
|
(3,116
|
)
|
|
—
|
|
||||
Total revenues of reportable segments
|
$
|
62,190
|
|
|
$
|
201,711
|
|
|
$
|
2,173,896
|
|
|
$
|
2,437,797
|
|
|
December 31, 2013
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||
Pipeline transportation
|
$
|
1,075,235
|
|
|
$
|
890,652
|
|
|
$
|
594,728
|
|
Refinery services
|
417,121
|
|
|
414,170
|
|
|
426,993
|
|
|||
Supply and logistics
|
1,312,461
|
|
|
750,347
|
|
|
658,393
|
|
|||
Other assets
|
57,385
|
|
|
54,495
|
|
|
50,730
|
|
|||
Total consolidated assets
|
$
|
2,862,202
|
|
|
$
|
2,109,664
|
|
|
$
|
1,730,844
|
|
(a)
|
Discontinued operations are included in Segment Margin but excluded from revenues for all periods presented.
|
(b)
|
A reconciliation of Segment Margin to income from continuing operations before income taxes for each year presented is as follows:
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Segment Margin
|
$
|
280,360
|
|
|
$
|
262,333
|
|
|
$
|
202,501
|
|
Corporate general and administrative expenses
|
(43,353
|
)
|
|
(38,372
|
)
|
|
(31,685
|
)
|
|||
Depreciation and amortization
|
(64,784
|
)
|
|
(61,150
|
)
|
|
(62,161
|
)
|
|||
Interest expense
|
(48,583
|
)
|
|
(40,923
|
)
|
|
(35,771
|
)
|
|||
Distributable cash from equity investees in excess of equity in earnings
|
(23,889
|
)
|
|
(24,464
|
)
|
|
(16,681
|
)
|
|||
Non-cash items not included in Segment Margin
|
(7,551
|
)
|
|
(5,280
|
)
|
|
(1,531
|
)
|
|||
Cash payments from direct financing leases in excess of earnings
|
(5,110
|
)
|
|
(5,016
|
)
|
|
(4,615
|
)
|
|||
Discontinued operations
|
(2,241
|
)
|
|
1,004
|
|
|
97
|
|
|||
Income from continuing operations before income taxes
|
$
|
84,849
|
|
|
$
|
88,132
|
|
|
$
|
50,154
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Sales of CO
2
to Sandhill Group, LLC
(1)
|
$
|
3,076
|
|
|
$
|
2,905
|
|
|
$
|
2,481
|
|
Petroleum products sales to Davison family businesses
(2)
|
1,293
|
|
|
1,344
|
|
|
1,207
|
|
|||
Petroleum products sales to an affiliate of the Quintana Group
(2)
(3)
|
—
|
|
|
21,143
|
|
|
20,888
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Amounts paid to our CEO in connection with the use of his aircraft
|
$
|
600
|
|
|
$
|
600
|
|
|
$
|
316
|
|
Marine operating fuel and expenses provided by an affiliate of the Quintana Group
(3)
|
—
|
|
|
6,260
|
|
|
3,568
|
|
(2)
|
Amounts included in discontinued operations for all periods presented.
|
(3)
|
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
.
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
(Increase) decrease in:
|
|
|
|
|
|
||||||
Accounts receivable
|
$
|
(96,300
|
)
|
|
$
|
(34,299
|
)
|
|
$
|
(66,208
|
)
|
Inventories
|
1,720
|
|
|
14,074
|
|
|
(46,151
|
)
|
|||
Other current assets
|
(39,170
|
)
|
|
(9,593
|
)
|
|
(3,598
|
)
|
|||
Increase (decrease) in:
|
|
|
|
|
|
||||||
Accounts payable
|
41,718
|
|
|
53,146
|
|
|
33,049
|
|
|||
Accrued liabilities
|
45,846
|
|
|
(10,263
|
)
|
|
15,977
|
|
|||
Net changes in components of operating assets and liabilities
|
$
|
(46,186
|
)
|
|
$
|
13,065
|
|
|
$
|
(66,931
|
)
|
|
Service-Based Awards
|
|
Performance-Based Awards
|
||||||||||||||||||
|
Number of
Phantom
Units
|
|
Average
Grant
Date Fair
Value
|
|
Total
Value
(in thousands)
|
|
Number of
Phantom
Units
|
|
Average
Grant
Date Fair
Value
|
|
Total
Value
(in thousands)
|
||||||||||
Unvested at December 31, 2012
|
126,212
|
|
|
$
|
25.66
|
|
|
$
|
3,239
|
|
|
228,501
|
|
|
$
|
29.97
|
|
|
$
|
6,847
|
|
Granted
|
37,248
|
|
|
$
|
46.61
|
|
|
1,736
|
|
|
115,716
|
|
|
$
|
46.97
|
|
|
5,435
|
|
||
Forfeited
|
(6,169
|
)
|
|
$
|
31.69
|
|
|
(195
|
)
|
|
(9,248
|
)
|
|
$
|
31.69
|
|
|
(293
|
)
|
||
Settled
|
(51,906
|
)
|
|
$
|
20.18
|
|
|
(1,047
|
)
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
||
Unvested at December 31, 2013
|
105,385
|
|
|
$
|
35.42
|
|
|
$
|
3,733
|
|
|
334,969
|
|
|
$
|
35.79
|
|
|
$
|
11,989
|
|
|
Assumptions Used for Fair Value of Rights
|
||||||||||
|
December 31, 2013
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||
Expected life of rights (in years)
|
Less than 1
|
|
Less than 1
|
|
0.00
|
-
|
3.41
|
||||
Risk-free interest rate
|
—%
|
-
|
0.07%
|
|
—%
|
-
|
0.07%
|
|
—%
|
-
|
0.58%
|
Expected unit price volatility
|
39.3%
|
|
39.3%
|
|
40.6%
|
||||||
Expected future distribution yield
|
5.00%
|
|
5.00%
|
|
6.00%
|
|
Stock Appreciation Rights
|
|
Weighted
Average
Strike Price
|
|
Weighted
Average
Contractual
Remaining
Term (Yrs)
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding at December 31, 2012
|
384,806
|
|
|
$
|
17.25
|
|
|
|
|
|
||
Exercised during 2013
|
(174,034
|
)
|
|
$
|
48.66
|
|
|
|
|
|
||
Forfeited or expired during 2013
|
(3,274
|
)
|
|
$
|
15.76
|
|
|
|
|
|
||
Outstanding at December 31, 2013
|
207,498
|
|
|
$
|
17.43
|
|
|
4.19
|
|
$
|
7,284
|
|
Exercisable at December 31, 2013
|
207,498
|
|
|
$
|
17.43
|
|
|
4.19
|
|
$
|
7,284
|
|
|
|
Expense Related to Equity-Based Compensation Plans
|
||||||||||
Consolidated Statement of Operations
|
|
2013
|
|
2012
|
|
2011
|
||||||
Supply and logistics operating costs
|
|
$
|
5,110
|
|
|
$
|
2,897
|
|
|
$
|
172
|
|
Refinery services operating costs
|
|
1,978
|
|
|
1,427
|
|
|
226
|
|
|||
Pipeline operating costs
|
|
510
|
|
|
247
|
|
|
135
|
|
|||
General and administrative expenses
|
|
11,073
|
|
|
6,448
|
|
|
2,008
|
|
|||
Total
|
|
$
|
18,671
|
|
|
$
|
11,019
|
|
|
$
|
2,541
|
|
|
Sell (Short)
Contracts
|
|
Buy (Long)
Contracts
|
||||
Not qualifying or not designated as hedges under accounting rules:
|
|
|
|
||||
Crude oil futures:
|
|
|
|
||||
Contract volumes (1,000 bbls)
|
559
|
|
|
441
|
|
||
Weighted average contract price per bbl
|
$
|
94.91
|
|
|
$
|
98.12
|
|
Crude oil swaps:
|
|
|
|
||||
Contract volumes (1,000 bbls)
|
150
|
|
|
—
|
|
||
Weighted average contract price per bbl
|
$
|
1.05
|
|
|
$
|
—
|
|
Diesel futures:
|
|
|
|
||||
Contract volumes (1,000 bbls)
|
11
|
|
|
—
|
|
||
Weighted average contract price per gal
|
$
|
2.97
|
|
|
$
|
—
|
|
Singapore fuel oil
|
|
|
|
||||
Contract volumes (1,000 metric tons)
|
62
|
|
|
—
|
|
||
Weighted average contract price per metric ton
|
$
|
589.47
|
|
|
$
|
—
|
|
#6 Fuel oil futures:
|
|
|
|
||||
Contract volumes (1,000 bbls)
|
953
|
|
|
110
|
|
||
Weighted average contract price per bbl
|
$
|
90.98
|
|
|
$
|
91.37
|
|
Crude oil options:
|
|
|
|
||||
Contract volumes (1,000 bbls)
|
160
|
|
|
60
|
|
||
Weighted average premium received
|
$
|
1.07
|
|
|
$
|
0.24
|
|
Diesel options:
|
|
|
|
||||
Contract volumes (1,000 bbls)
|
20
|
|
|
—
|
|
||
Weighted average premium received
|
$
|
2.50
|
|
|
$
|
—
|
|
Derivative Instrument
|
|
Hedged Risk
|
|
Impact of Unrealized Gains and Losses
|
||
|
|
Consolidated
Balance Sheets
|
|
Consolidated
Statements of Operations
|
||
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, 2013
|
|
|
|
December 31, 2012
|
||||
Asset Derivatives:
|
|
|
|
|
|
|
|
||||
Commodity derivatives—futures and call options (undesignated hedges):
|
|
|
|
|
|
|
|
||||
Gross amount of recognized assets
|
Current Assets - Other
|
|
$
|
615
|
|
|
|
|
$
|
758
|
|
Gross amount offset in the Consolidated Balance Sheets
|
Current Assets - Other
|
|
(615
|
)
|
|
|
|
(758
|
)
|
||
Net amount of assets presented in the Consolidated Balance Sheets
|
|
|
—
|
|
|
|
|
—
|
|
||
Liability Derivatives:
|
|
|
|
|
|
|
|
||||
Commodity derivatives—futures and call options (undesignated hedges):
|
|
|
|
|
|
|
|
||||
Gross amount of recognized liabilities
|
Current Assets - Other
(1)
|
|
$
|
(4,527
|
)
|
|
|
|
$
|
(3,357
|
)
|
Gross amount offset in the Consolidated Balance Sheets
|
Current Assets - Other
(1)
|
|
4,527
|
|
|
|
|
3,357
|
|
||
Net amount of liabilities presented in the Consolidated Balance Sheets
|
|
|
—
|
|
|
|
|
—
|
|
(1)
|
These derivative liabilities have been funded with margin deposits recorded in our Consolidated Balance Sheets under Current Assets - Other.
|
|
Amount of Gain (Loss) Recognized in Income
|
|
||||||||||
|
Supply & Logistics Product Costs
|
|
||||||||||
|
Year Ended
December 31, |
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
|
||||||
Commodity derivatives—futures and call options:
|
|
|
|
|
|
|
||||||
Contracts designated as hedges under accounting guidance
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(173
|
)
|
(1)
|
Contracts not considered hedges under accounting guidance
|
(3,268
|
)
|
|
(2,936
|
)
|
|
(16,751
|
)
|
|
|||
Total derivatives
|
$
|
(3,268
|
)
|
|
$
|
(2,936
|
)
|
|
$
|
(16,924
|
)
|
|
(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
for the year ended 2011.
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||||||||||
Recurring Fair Value Measures
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||
Commodity derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
$
|
615
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
758
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liabilities
|
$
|
(4,527
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(3,357
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Office
Space
|
|
Transportation
Equipment
|
|
Terminals and
Tanks
|
|
Total
|
||||||||
2014
|
$
|
1,366
|
|
|
$
|
15,322
|
|
|
$
|
13,813
|
|
|
$
|
30,501
|
|
2015
|
1,347
|
|
|
13,568
|
|
|
8,336
|
|
|
23,251
|
|
||||
2016
|
1,315
|
|
|
9,906
|
|
|
7,787
|
|
|
19,008
|
|
||||
2017
|
1,174
|
|
|
7,661
|
|
|
6,120
|
|
|
14,955
|
|
||||
2018
|
1,169
|
|
|
6,352
|
|
|
6,120
|
|
|
13,641
|
|
||||
2019 and thereafter
|
4,192
|
|
|
12,886
|
|
|
31,746
|
|
|
48,824
|
|
||||
Total minimum lease obligations
|
$
|
10,563
|
|
|
$
|
65,695
|
|
|
$
|
73,922
|
|
|
$
|
150,180
|
|
Year Ended December 31, 2013
|
$
|
27,674
|
|
Year Ended December 31, 2012
|
$
|
21,530
|
|
Year Ended December 31, 2011
|
$
|
18,278
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
345
|
|
|
$
|
(8,463
|
)
|
|
$
|
2,147
|
|
State
|
650
|
|
|
275
|
|
|
676
|
|
|||
Total current income tax expense (benefit)
|
$
|
995
|
|
|
$
|
(8,188
|
)
|
|
$
|
2,823
|
|
Deferred:
|
|
|
|
|
|
||||||
Federal
|
$
|
(248
|
)
|
|
$
|
(1,035
|
)
|
|
$
|
(3,714
|
)
|
State
|
98
|
|
|
18
|
|
|
(326
|
)
|
|||
Total deferred income tax benefit
|
$
|
(150
|
)
|
|
$
|
(1,017
|
)
|
|
$
|
(4,040
|
)
|
Total income tax expense (benefit) from continuing operations
(1)
|
$
|
845
|
|
|
$
|
(9,205
|
)
|
|
$
|
(1,217
|
)
|
(1)
|
Our discontinued operations had no income tax benefit or expense in any period presented.
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
Deferred tax assets:
|
|
|
|
||||
Current:
|
|
|
|
||||
Other current assets
|
$
|
297
|
|
|
$
|
348
|
|
Other
|
8
|
|
|
8
|
|
||
Total current deferred tax asset
|
305
|
|
|
356
|
|
||
Net operating loss carryforwards
|
7,784
|
|
|
5,206
|
|
||
Total long-term deferred tax asset
|
7,784
|
|
|
5,206
|
|
||
Valuation allowances
|
(660
|
)
|
|
(543
|
)
|
||
Total deferred tax assets
|
$
|
7,429
|
|
|
$
|
5,019
|
|
Deferred tax liabilities:
|
|
|
|
||||
Current:
|
|
|
|
||||
Other
|
$
|
(785
|
)
|
|
$
|
(658
|
)
|
Long-term:
|
|
|
|
||||
Fixed assets
|
(4,441
|
)
|
|
(4,914
|
)
|
||
Intangible assets
|
(11,503
|
)
|
|
(8,896
|
)
|
||
Total long-term liability
|
(15,944
|
)
|
|
(13,810
|
)
|
||
Total deferred tax liabilities
|
$
|
(16,729
|
)
|
|
$
|
(14,468
|
)
|
Total net deferred tax liability
|
$
|
(9,300
|
)
|
|
$
|
(9,449
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Income from continuing operations before income taxes
|
$
|
84,849
|
|
|
$
|
88,132
|
|
|
$
|
50,154
|
|
Partnership income not subject to tax
|
(85,567
|
)
|
|
(90,815
|
)
|
|
(60,426
|
)
|
|||
Loss subject to income taxes
|
$
|
(718
|
)
|
|
$
|
(2,683
|
)
|
|
$
|
(10,272
|
)
|
Tax benefit at federal statutory rate
|
$
|
(251
|
)
|
|
$
|
(939
|
)
|
|
$
|
(3,595
|
)
|
State income taxes, net of federal benefit
|
660
|
|
|
460
|
|
|
123
|
|
|||
Effects of unrecognized tax positions, federal and state
|
—
|
|
|
(8,205
|
)
|
|
1,964
|
|
|||
Return to provision, federal and state
|
88
|
|
|
(166
|
)
|
|
72
|
|
|||
Other
|
348
|
|
|
(355
|
)
|
|
219
|
|
|||
Income tax expense (benefit)
|
$
|
845
|
|
|
$
|
(9,205
|
)
|
|
$
|
(1,217
|
)
|
Effective tax rate on income from continuing operations before income taxes
(1)
|
1
|
%
|
|
N/A
|
|
|
N/A
|
|
(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
, the effective tax rate as a percentage of our total income from continuing operations before income taxes is not meaningful for those periods.
|
Balance at January 1, 2011
|
$
|
6,241
|
|
Additions based on tax positions related to 2011
|
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
|
—
|
|
|
2013 Quarters
|
|
Total
|
||||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Year
|
||||||||||
Revenues from continuing operations
|
$
|
1,014,808
|
|
|
$
|
1,068,694
|
|
|
$
|
1,090,293
|
|
|
$
|
961,035
|
|
|
$
|
4,134,830
|
|
Operating income
|
$
|
30,005
|
|
|
$
|
33,360
|
|
|
$
|
24,092
|
|
|
$
|
23,300
|
|
|
$
|
110,757
|
|
Income from continuing operations
|
$
|
22,704
|
|
|
$
|
26,612
|
|
|
$
|
17,966
|
|
|
$
|
16,722
|
|
|
$
|
84,004
|
|
Income from discontinued operations
|
$
|
143
|
|
|
$
|
290
|
|
|
$
|
508
|
|
|
$
|
1,164
|
|
|
$
|
2,105
|
|
Net income
|
$
|
22,847
|
|
|
$
|
26,902
|
|
|
$
|
18,474
|
|
|
$
|
17,886
|
|
|
$
|
86,109
|
|
Basic and diluted net income per common unit:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.28
|
|
|
$
|
0.32
|
|
|
$
|
0.21
|
|
|
$
|
0.19
|
|
|
$
|
1.00
|
|
Discontinued operations
|
$
|
—
|
|
|
$
|
0.01
|
|
|
$
|
0.01
|
|
|
$
|
0.01
|
|
|
$
|
0.03
|
|
Net income per common unit
|
$
|
0.28
|
|
|
$
|
0.33
|
|
|
$
|
0.22
|
|
|
$
|
0.20
|
|
|
$
|
1.03
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash distributions per common unit
(1)
|
$
|
0.4850
|
|
|
$
|
0.4975
|
|
|
$
|
0.5100
|
|
|
$
|
0.5225
|
|
|
$
|
2.0150
|
|
|
2012 Quarters
|
|
Total
|
||||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Year
|
||||||||||
Revenues from continuing operations
|
$
|
755,577
|
|
|
$
|
797,705
|
|
|
$
|
895,023
|
|
|
$
|
919,056
|
|
|
$
|
3,367,361
|
|
Operating income
|
$
|
27,134
|
|
|
$
|
28,112
|
|
|
$
|
29,236
|
|
|
$
|
30,228
|
|
|
$
|
114,710
|
|
Income from continuing operations
|
$
|
20,007
|
|
|
$
|
19,028
|
|
|
$
|
31,310
|
|
|
$
|
26,992
|
|
|
$
|
97,337
|
|
Loss from discontinued operations
|
$
|
(403
|
)
|
|
$
|
(444
|
)
|
|
$
|
(116
|
)
|
|
$
|
(55
|
)
|
|
$
|
(1,018
|
)
|
Net income
|
$
|
19,604
|
|
|
$
|
18,584
|
|
|
$
|
31,194
|
|
|
$
|
26,937
|
|
|
$
|
96,319
|
|
Basic and diluted net income per common unit:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.27
|
|
|
$
|
0.24
|
|
|
$
|
0.39
|
|
|
$
|
0.34
|
|
|
$
|
1.24
|
|
Discontinued operations
|
$
|
—
|
|
|
$
|
(0.01
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.01
|
)
|
Net income per common unit
|
$
|
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
|
|
(1)
|
Represents cash distributions declared and paid in the applicable period.
|
Condensed Consolidating Balance Sheet
|
|||||||||||||||||||||||
December 31, 2013
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
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
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
8,061
|
|
|
$
|
785
|
|
|
$
|
—
|
|
|
$
|
8,866
|
|
Other current assets
|
1,133,695
|
|
|
—
|
|
|
498,230
|
|
|
54,199
|
|
|
(1,159,767
|
)
|
|
526,357
|
|
||||||
Total current assets
|
1,133,715
|
|
|
—
|
|
|
506,291
|
|
|
54,984
|
|
|
(1,159,767
|
)
|
|
535,223
|
|
||||||
Fixed Assets, at cost
|
—
|
|
|
—
|
|
|
1,211,356
|
|
|
116,618
|
|
|
—
|
|
|
1,327,974
|
|
||||||
Less: Accumulated depreciation
|
—
|
|
|
—
|
|
|
(181,905
|
)
|
|
(17,325
|
)
|
|
—
|
|
|
(199,230
|
)
|
||||||
Net fixed assets
|
—
|
|
|
—
|
|
|
1,029,451
|
|
|
99,293
|
|
|
—
|
|
|
1,128,744
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
325,046
|
|
|
—
|
|
|
—
|
|
|
325,046
|
|
||||||
Other assets, net
|
21,432
|
|
|
—
|
|
|
238,282
|
|
|
152,413
|
|
|
(159,185
|
)
|
|
252,942
|
|
||||||
Equity investees and other investments
|
—
|
|
|
—
|
|
|
620,247
|
|
|
—
|
|
|
—
|
|
|
620,247
|
|
||||||
Investments in subsidiaries
|
1,236,164
|
|
|
—
|
|
|
124,718
|
|
|
—
|
|
|
(1,360,882
|
)
|
|
—
|
|
||||||
Total assets
|
$
|
2,391,311
|
|
|
$
|
—
|
|
|
$
|
2,844,035
|
|
|
$
|
306,690
|
|
|
$
|
(2,679,834
|
)
|
|
$
|
2,862,202
|
|
LIABILITIES AND PARTNERS’ CAPITAL
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities
|
$
|
10,002
|
|
|
$
|
—
|
|
|
$
|
1,576,186
|
|
|
$
|
19,660
|
|
|
$
|
(1,159,295
|
)
|
|
$
|
446,553
|
|
Senior secured credit facilities
|
582,800
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
582,800
|
|
||||||
Senior unsecured notes
|
700,772
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
700,772
|
|
||||||
Deferred tax liabilities
|
—
|
|
|
—
|
|
|
15,944
|
|
|
—
|
|
|
—
|
|
|
15,944
|
|
||||||
Other liabilities
|
—
|
|
|
—
|
|
|
14,664
|
|
|
162,739
|
|
|
(159,007
|
)
|
|
18,396
|
|
||||||
Total liabilities
|
1,293,574
|
|
|
—
|
|
|
1,606,794
|
|
|
182,399
|
|
|
(1,318,302
|
)
|
|
1,764,465
|
|
||||||
Partners’ capital
|
1,097,737
|
|
|
—
|
|
|
1,237,241
|
|
|
124,291
|
|
|
(1,361,532
|
)
|
|
1,097,737
|
|
||||||
Total liabilities and partners’ capital
|
$
|
2,391,311
|
|
|
$
|
—
|
|
|
$
|
2,844,035
|
|
|
$
|
306,690
|
|
|
$
|
(2,679,834
|
)
|
|
$
|
2,862,202
|
|
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 Statement of Operations
|
|||||||||||||||||||||||
Year Ended December 31, 2013
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
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
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,821,783
|
|
|
$
|
152,460
|
|
|
$
|
(131,906
|
)
|
|
$
|
3,842,337
|
|
Refinery services
|
—
|
|
|
—
|
|
|
203,021
|
|
|
17,835
|
|
|
(14,871
|
)
|
|
205,985
|
|
||||||
Pipeline transportation services
|
—
|
|
|
—
|
|
|
60,748
|
|
|
25,760
|
|
|
—
|
|
|
86,508
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
4,085,552
|
|
|
196,055
|
|
|
(146,777
|
)
|
|
4,134,830
|
|
||||||
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Supply and logistics costs
|
—
|
|
|
—
|
|
|
3,742,168
|
|
|
143,742
|
|
|
(131,906
|
)
|
|
3,754,004
|
|
||||||
Refinery services operating costs
|
—
|
|
|
—
|
|
|
128,814
|
|
|
16,873
|
|
|
(14,398
|
)
|
|
131,289
|
|
||||||
Pipeline transportation operating costs
|
—
|
|
|
—
|
|
|
25,827
|
|
|
1,379
|
|
|
—
|
|
|
27,206
|
|
||||||
General and administrative
|
—
|
|
|
—
|
|
|
46,670
|
|
|
120
|
|
|
—
|
|
|
46,790
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
60,383
|
|
|
4,401
|
|
|
—
|
|
|
64,784
|
|
||||||
Total costs and expenses
|
—
|
|
|
—
|
|
|
4,003,862
|
|
|
166,515
|
|
|
(146,304
|
)
|
|
4,024,073
|
|
||||||
OPERATING INCOME
|
—
|
|
|
—
|
|
|
81,690
|
|
|
29,540
|
|
|
(473
|
)
|
|
110,757
|
|
||||||
Equity in earnings of equity investees
|
—
|
|
|
—
|
|
|
22,675
|
|
|
—
|
|
|
—
|
|
|
22,675
|
|
||||||
Equity in earnings of subsidiaries
|
134,616
|
|
|
—
|
|
|
13,399
|
|
|
—
|
|
|
(148,015
|
)
|
|
—
|
|
||||||
Interest (expense) income, net
|
(48,507
|
)
|
|
—
|
|
|
16,080
|
|
|
(16,156
|
)
|
|
—
|
|
|
(48,583
|
)
|
||||||
Income before income taxes
|
86,109
|
|
|
—
|
|
|
133,844
|
|
|
13,384
|
|
|
(148,488
|
)
|
|
84,849
|
|
||||||
Income tax expense
|
—
|
|
|
—
|
|
|
(676
|
)
|
|
(169
|
)
|
|
—
|
|
|
(845
|
)
|
||||||
Income from continuing operations
|
86,109
|
|
|
—
|
|
|
133,168
|
|
|
13,215
|
|
|
(148,488
|
)
|
|
84,004
|
|
||||||
Income from discontinued operations
|
—
|
|
|
—
|
|
|
2,105
|
|
|
—
|
|
|
—
|
|
|
2,105
|
|
||||||
NET INCOME
|
$
|
86,109
|
|
|
$
|
—
|
|
|
$
|
135,273
|
|
|
$
|
13,215
|
|
|
$
|
(148,488
|
)
|
|
$
|
86,109
|
|
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
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,069,704
|
|
|
$
|
135,013
|
|
|
$
|
(109,663
|
)
|
|
$
|
3,095,054
|
|
Refinery services
|
—
|
|
|
—
|
|
|
192,083
|
|
|
19,999
|
|
|
(16,065
|
)
|
|
196,017
|
|
||||||
Pipeline transportation services
|
—
|
|
|
—
|
|
|
50,106
|
|
|
26,184
|
|
|
—
|
|
|
76,290
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
3,311,893
|
|
|
181,196
|
|
|
(125,728
|
)
|
|
3,367,361
|
|
||||||
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Supply and logistics costs
|
—
|
|
|
—
|
|
|
2,993,674
|
|
|
120,280
|
|
|
(109,661
|
)
|
|
3,004,293
|
|
||||||
Refinery services operating costs
|
—
|
|
|
—
|
|
|
120,095
|
|
|
19,489
|
|
|
(16,107
|
)
|
|
123,477
|
|
||||||
Pipeline transportation operating costs
|
—
|
|
|
—
|
|
|
21,000
|
|
|
894
|
|
|
—
|
|
|
21,894
|
|
||||||
General and administrative
|
—
|
|
|
—
|
|
|
41,715
|
|
|
122
|
|
|
—
|
|
|
41,837
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
57,386
|
|
|
3,764
|
|
|
—
|
|
|
61,150
|
|
||||||
Total costs and expenses
|
—
|
|
|
—
|
|
|
3,233,870
|
|
|
144,549
|
|
|
(125,768
|
)
|
|
3,252,651
|
|
||||||
OPERATING INCOME
|
—
|
|
|
—
|
|
|
78,023
|
|
|
36,647
|
|
|
40
|
|
|
114,710
|
|
||||||
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
|
)
|
|
—
|
|
|
16,500
|
|
|
(16,591
|
)
|
|
—
|
|
|
(40,923
|
)
|
||||||
Income before income taxes
|
96,319
|
|
|
—
|
|
|
129,415
|
|
|
20,056
|
|
|
(157,658
|
)
|
|
88,132
|
|
||||||
Income tax benefit
|
—
|
|
|
—
|
|
|
8,903
|
|
|
302
|
|
|
—
|
|
|
9,205
|
|
||||||
Income from continuing operations
|
96,319
|
|
|
—
|
|
|
138,318
|
|
|
20,358
|
|
|
(157,658
|
)
|
|
97,337
|
|
||||||
Loss from discontinued operations
|
—
|
|
|
—
|
|
|
(1,018
|
)
|
|
—
|
|
|
—
|
|
|
(1,018
|
)
|
||||||
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
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,172,652
|
|
|
$
|
14,883
|
|
|
$
|
(13,639
|
)
|
|
$
|
2,173,896
|
|
Refinery services
|
—
|
|
|
—
|
|
|
197,928
|
|
|
20,548
|
|
|
(16,765
|
)
|
|
201,711
|
|
||||||
Pipeline transportation services
|
—
|
|
|
—
|
|
|
36,281
|
|
|
25,909
|
|
|
—
|
|
|
62,190
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
2,406,861
|
|
|
61,340
|
|
|
(30,404
|
)
|
|
2,437,797
|
|
||||||
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Supply and logistics costs
|
—
|
|
|
—
|
|
|
2,114,730
|
|
|
14,363
|
|
|
(13,639
|
)
|
|
2,115,454
|
|
||||||
Refinery services operating costs
|
—
|
|
|
—
|
|
|
122,724
|
|
|
20,968
|
|
|
(16,910
|
)
|
|
126,782
|
|
||||||
Pipeline transportation operating costs
|
—
|
|
|
—
|
|
|
16,174
|
|
|
790
|
|
|
—
|
|
|
16,964
|
|
||||||
General and administrative
|
—
|
|
|
—
|
|
|
33,858
|
|
|
—
|
|
|
—
|
|
|
33,858
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
59,410
|
|
|
2,751
|
|
|
—
|
|
|
62,161
|
|
||||||
Total costs and expenses
|
—
|
|
|
—
|
|
|
2,346,896
|
|
|
38,872
|
|
|
(30,549
|
)
|
|
2,355,219
|
|
||||||
OPERATING INCOME
|
—
|
|
|
—
|
|
|
59,965
|
|
|
22,468
|
|
|
145
|
|
|
82,578
|
|
||||||
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
|
)
|
|
—
|
|
|
16,929
|
|
|
(16,991
|
)
|
|
—
|
|
|
(35,771
|
)
|
||||||
Income before income taxes
|
51,249
|
|
|
—
|
|
|
85,574
|
|
|
5,477
|
|
|
(92,146
|
)
|
|
50,154
|
|
||||||
Income tax benefit (expense)
|
—
|
|
|
—
|
|
|
1,555
|
|
|
(338
|
)
|
|
—
|
|
|
1,217
|
|
||||||
Income from continuing operations
|
51,249
|
|
|
—
|
|
|
87,129
|
|
|
5,139
|
|
|
(92,146
|
)
|
|
51,371
|
|
||||||
Loss from discontinued operations
|
—
|
|
|
—
|
|
|
(122
|
)
|
|
—
|
|
|
—
|
|
|
(122
|
)
|
||||||
NET INCOME
|
51,249
|
|
|
—
|
|
|
87,007
|
|
|
5,139
|
|
|
(92,146
|
)
|
|
51,249
|
|
Condensed Consolidating Statement of Cash Flows
|
|||||||||||||||||||||||
Year Ended December 31, 2013
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
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
|
$
|
(280,155
|
)
|
|
$
|
—
|
|
|
$
|
547,333
|
|
|
$
|
6,246
|
|
|
$
|
(135,038
|
)
|
|
$
|
138,386
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Payments to acquire fixed and intangible assets
|
—
|
|
|
—
|
|
|
(332,024
|
)
|
|
(11,095
|
)
|
|
—
|
|
|
(343,119
|
)
|
||||||
Cash distributions received from equity investees - return of investment
|
23,963
|
|
|
—
|
|
|
12,432
|
|
|
—
|
|
|
(23,963
|
)
|
|
12,432
|
|
||||||
Investments in equity investees
|
(263,574
|
)
|
|
—
|
|
|
(94,551
|
)
|
|
—
|
|
|
263,574
|
|
|
(94,551
|
)
|
||||||
Acquisitions
|
—
|
|
|
—
|
|
|
(230,880
|
)
|
|
—
|
|
|
—
|
|
|
(230,880
|
)
|
||||||
Repayments on loan to non-guarantor subsidiary
|
—
|
|
|
—
|
|
|
4,512
|
|
|
—
|
|
|
(4,512
|
)
|
|
—
|
|
||||||
Proceeds from asset sales
|
—
|
|
|
—
|
|
|
1,910
|
|
|
—
|
|
|
—
|
|
|
1,910
|
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
(1,622
|
)
|
|
—
|
|
|
—
|
|
|
(1,622
|
)
|
||||||
Net cash used in investing activities
|
(239,611
|
)
|
|
—
|
|
|
(640,223
|
)
|
|
(11,095
|
)
|
|
235,099
|
|
|
(655,830
|
)
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Borrowings on senior secured credit facility
|
1,593,300
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,593,300
|
|
||||||
Repayments on senior secured credit facility
|
(1,510,500
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,510,500
|
)
|
||||||
Proceeds from issuance of senior unsecured notes, including premium
|
350,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
350,000
|
|
||||||
Debt issuance costs
|
(8,157
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,157
|
)
|
||||||
Issuance of common units for cash, net
|
263,574
|
|
|
—
|
|
|
263,574
|
|
|
—
|
|
|
(263,574
|
)
|
|
263,574
|
|
||||||
Distributions to partners/owners
|
(168,441
|
)
|
|
—
|
|
|
(168,441
|
)
|
|
9,401
|
|
|
159,040
|
|
|
(168,441
|
)
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
(5,396
|
)
|
|
(3,825
|
)
|
|
4,473
|
|
|
(4,748
|
)
|
||||||
Net cash provided by financing activities
|
519,776
|
|
|
—
|
|
|
89,737
|
|
|
5,576
|
|
|
(100,061
|
)
|
|
515,028
|
|
||||||
Net increase (decrease) in cash and cash equivalents
|
10
|
|
|
—
|
|
|
(3,153
|
)
|
|
727
|
|
|
—
|
|
|
(2,416
|
)
|
||||||
Cash and cash equivalents at beginning of period
|
10
|
|
|
—
|
|
|
11,214
|
|
|
58
|
|
|
—
|
|
|
11,282
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
8,061
|
|
|
$
|
785
|
|
|
$
|
—
|
|
|
$
|
8,866
|
|
Condensed Consolidating Statement of Cash Flows
|
|||||||||||||||||||||||
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 cash (used in) provided by operating activities
|
$
|
(70,083
|
)
|
|
$
|
—
|
|
|
$
|
362,855
|
|
|
$
|
25,186
|
|
|
$
|
(128,654
|
)
|
|
$
|
189,304
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Payments to acquire fixed and intangible assets
|
—
|
|
|
—
|
|
|
(137,362
|
)
|
|
(9,094
|
)
|
|
—
|
|
|
(146,456
|
)
|
||||||
Cash distributions received from equity investees - return of investment
|
27,878
|
|
|
—
|
|
|
14,909
|
|
|
—
|
|
|
(27,878
|
)
|
|
14,909
|
|
||||||
Investments in equity investees
|
(169,421
|
)
|
|
—
|
|
|
(63,749
|
)
|
|
—
|
|
|
169,421
|
|
|
(63,749
|
)
|
||||||
Acquisitions
|
—
|
|
|
—
|
|
|
(205,576
|
)
|
|
—
|
|
|
—
|
|
|
(205,576
|
)
|
||||||
Repayments on loan to non-guarantor subsidiary
|
—
|
|
|
—
|
|
|
4,078
|
|
|
—
|
|
|
(4,078
|
)
|
|
—
|
|
||||||
Proceeds from assets sales
|
—
|
|
|
—
|
|
|
773
|
|
|
—
|
|
|
—
|
|
|
773
|
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
(1,557
|
)
|
|
49
|
|
|
—
|
|
|
(1,508
|
)
|
||||||
Net cash used in investing activities
|
(141,543
|
)
|
|
—
|
|
|
(388,484
|
)
|
|
(9,045
|
)
|
|
137,465
|
|
|
(401,607
|
)
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Borrowings on senior secured credit facility
|
1,674,400
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,674,400
|
|
||||||
Repayments on senior secured credit facility
|
(1,583,700
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,583,700
|
)
|
||||||
Proceeds from issuance of senior unsecured notes, including premium
|
101,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
101,000
|
|
||||||
Debt issuance costs
|
(7,105
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,105
|
)
|
||||||
Issuance of ownership interests to partners for cash
|
169,421
|
|
|
—
|
|
|
169,421
|
|
|
—
|
|
|
(169,421
|
)
|
|
169,421
|
|
||||||
Distributions to partners/owners
|
(142,383
|
)
|
|
—
|
|
|
(142,383
|
)
|
|
(14,183
|
)
|
|
156,566
|
|
|
(142,383
|
)
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
623
|
|
|
(3,532
|
)
|
|
4,044
|
|
|
1,135
|
|
||||||
Net cash provided by (used in) financing activities
|
211,633
|
|
|
—
|
|
|
27,661
|
|
|
(17,715
|
)
|
|
(8,811
|
)
|
|
212,768
|
|
||||||
Net increase (decrease) in cash and cash equivalents
|
7
|
|
|
—
|
|
|
2,032
|
|
|
(1,574
|
)
|
|
—
|
|
|
465
|
|
||||||
Cash and cash equivalents at beginning of period
|
3
|
|
|
—
|
|
|
9,182
|
|
|
1,632
|
|
|
—
|
|
|
10,817
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
11,214
|
|
|
$
|
58
|
|
|
$
|
—
|
|
|
$
|
11,282
|
|
Condensed Consolidating Statement of Cash Flows
|
|||||||||||||||||||||||
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 cash (used in) provided by operating activities
|
$
|
(41,392
|
)
|
|
$
|
—
|
|
|
$
|
99,360
|
|
|
$
|
17,696
|
|
|
$
|
(17,357
|
)
|
|
$
|
58,307
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Payments to acquire fixed and intangible assets
|
—
|
|
|
—
|
|
|
(27,417
|
)
|
|
(575
|
)
|
|
—
|
|
|
(27,992
|
)
|
||||||
Cash distributions received from equity investees - return of investment
|
107,956
|
|
|
—
|
|
|
11,436
|
|
|
—
|
|
|
(107,956
|
)
|
|
11,436
|
|
||||||
Investments in equity investees
|
(184,969
|
)
|
|
—
|
|
|
(19,999
|
)
|
|
—
|
|
|
204,968
|
|
|
—
|
|
||||||
Acquisitions
|
—
|
|
|
—
|
|
|
(142,886
|
)
|
|
(20,787
|
)
|
|
—
|
|
|
(163,673
|
)
|
||||||
Repayments on loan to non-guarantor subsidiary
|
—
|
|
|
—
|
|
|
3,685
|
|
|
—
|
|
|
(3,685
|
)
|
|
—
|
|
||||||
Proceeds from asset sales
|
—
|
|
|
—
|
|
|
6,424
|
|
|
—
|
|
|
—
|
|
|
6,424
|
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
770
|
|
|
738
|
|
|
—
|
|
|
1,508
|
|
||||||
Net cash used in investing activities
|
(77,013
|
)
|
|
—
|
|
|
(167,987
|
)
|
|
(20,624
|
)
|
|
93,327
|
|
|
(172,297
|
)
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Borrowings on senior secured credit facility
|
777,600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
777,600
|
|
||||||
Repayments on senior secured credit facility
|
(728,300
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(728,300
|
)
|
||||||
Debt issuance costs
|
(3,018
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,018
|
)
|
||||||
Issuance of ownership interests to partners for cash
|
184,969
|
|
|
—
|
|
|
184,969
|
|
|
19,999
|
|
|
(204,968
|
)
|
|
184,969
|
|
||||||
Distributions to partners/owners
|
(112,844
|
)
|
|
—
|
|
|
(112,844
|
)
|
|
(12,500
|
)
|
|
125,344
|
|
|
(112,844
|
)
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
602
|
|
|
(3,618
|
)
|
|
3,654
|
|
|
638
|
|
||||||
Net cash provided by financing activities
|
118,407
|
|
|
—
|
|
|
72,727
|
|
|
3,881
|
|
|
(75,970
|
)
|
|
119,045
|
|
||||||
Net increase in cash and cash equivalents
|
2
|
|
|
—
|
|
|
4,100
|
|
|
953
|
|
|
—
|
|
|
5,055
|
|
||||||
Cash and cash equivalents at beginning of period
|
1
|
|
|
—
|
|
|
5,082
|
|
|
679
|
|
|
—
|
|
|
5,762
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
9,182
|
|
|
$
|
1,632
|
|
|
$
|
—
|
|
|
$
|
10,817
|
|
By:
|
/s/ Robert V. Deere
|
|
|
Name:
|
Robert V. Deere
|
|
|
Title:
|
Chief Financial Officer
|
By:
|
/s/ Robert V. Deere
|
|
|
Name:
|
Robert V. Deere
|
|
|
Title:
|
Chief Financial Officer
|
By:
|
/s/ Robert V. Deere
|
|
|
Name:
|
Robert V. Deere
|
|
|
Title:
|
Chief Financial Officer
|
By:
|
/s/ Robert V. Deere
|
|
|
Name:
|
Robert V. Deere
|
|
|
Title:
|
Chief Financial Officer
|
By:
|
/s/ Robert V. Deere
|
|
|
Name:
|
Robert V. Deere
|
|
|
Title:
|
Chief Financial Officer
|
By:
|
/s/ Robert V. Deere
|
|
|
Name:
|
Robert V. Deere
|
|
|
Title:
|
Chief Financial Officer
|
By:
|
/s/ Steven A. Finklea
|
|
|
Name:
|
Steven A. Finklea, CCTS
|
|
|
Title:
|
Vice President
|
By:
|
/s/ Robert V. Deere
|
|
|
Name:
|
Robert V. Deere
|
|
|
Title:
|
Chief Financial Officer
|
By:
|
/s/ Robert V. Deere
|
|
|
Name:
|
Robert V. Deere
|
|
|
Title:
|
Chief Financial Officer
|
By:
|
/s/ Robert V. Deere
|
|
|
Name:
|
Robert V. Deere
|
|
|
Title:
|
Chief Financial Officer
|
By:
|
/s/ Robert V. Deere
|
|
|
Name:
|
Robert V. Deere
|
|
|
Title:
|
Chief Financial Officer
|
By:
|
/s/ Robert V. Deere
|
|
|
Name:
|
Robert V. Deere
|
|
|
Title:
|
Chief Financial Officer
|
By:
|
/s/ Robert V. Deere
|
|
|
Name:
|
Robert V. Deere
|
|
|
Title:
|
Chief Financial Officer
|
By:
|
/s/ Steven A. Finklea
|
|
|
Name:
|
Steven A. Finklea, CCTS
|
|
|
Title:
|
Vice President
|
SUBSIDIARY
|
|
JURISDICTION OF ORGANIZATION
|
ANTELOPE REFINING, LLC
|
|
DELAWARE
|
DAVISON PETROLEUM SUPPLY, LLC
|
|
DELAWARE
|
DAVISON TRANSPORTATION SERVICES, INC.
|
|
DELAWARE
|
DAVISON TRANSPORTATION SERVICES, LLC
|
|
DELAWARE
|
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
|
GENESIS SEKCO, LLC
|
|
DELAWARE
|
GENESIS SYNGAS INVESTMENTS, L.P.
|
|
DELAWARE
|
MILAM SERVICES, INC.
|
|
DELAWARE
|
PRONGHORN RAIL SERVICES, LLC
|
|
DELAWARE
|
SUBSIDIARY
|
|
JURISDICTION OF ORGANIZATION
|
RED RIVER TERMINALS, L.L.C.
|
|
LOUISIANA
|
TDC SERVICES, LLC
|
|
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.
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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
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b.
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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.
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Date:
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February 27, 2014
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/s/ Grant E. Sims
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Grant E. Sims
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Chief Executive Officer
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1.
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I have reviewed this annual report on Form 10-K of Genesis Energy, L.P.;
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2.
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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;
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3.
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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;
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4.
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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:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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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:
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a)
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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
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b)
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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.
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Date:
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February 27, 2014
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/s/ Robert V. Deere
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Robert V. Deere
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Chief Financial Officer
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(1)
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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
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
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February 27, 2014
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/s/ Grant E. Sims
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Grant E. Sims
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Chief Executive Officer,
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Genesis Energy, LLC
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(1)
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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
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
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February 27, 2014
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/s/ Robert V. Deere
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Robert V. Deere
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Chief Financial Officer,
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Genesis Energy, LLC
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