|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
76-0513049
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
|
919 Milam, Suite 2100,
Houston, TX
|
77002
|
(Address of principal executive offices)
|
(Zip code)
|
Registrant’s telephone number, including area code: (713) 860-2500
|
|
|
|
|
|
Large accelerated filer
x
|
|
Accelerated filer
¨
|
|
Non-accelerated filer
¨
|
|
Smaller reporting company
¨
|
|
||
|
|
Page
|
|
|
|
Item 1.
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 5.
|
||
Item 6.
|
||
|
June 30, 2015
|
|
December 31, 2014
|
||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
8,719
|
|
|
$
|
9,462
|
|
Accounts receivable - trade, net
|
273,567
|
|
|
271,529
|
|
||
Inventories
|
54,566
|
|
|
46,829
|
|
||
Other
|
22,918
|
|
|
27,546
|
|
||
Total current assets
|
359,770
|
|
|
355,366
|
|
||
FIXED ASSETS, at cost
|
2,120,646
|
|
|
1,899,058
|
|
||
Less: Accumulated depreciation
|
(304,876
|
)
|
|
(268,057
|
)
|
||
Net fixed assets
|
1,815,770
|
|
|
1,631,001
|
|
||
NET INVESTMENT IN DIRECT FINANCING LEASES, net of unearned income
|
142,919
|
|
|
145,959
|
|
||
EQUITY INVESTEES
|
614,409
|
|
|
628,780
|
|
||
INTANGIBLE ASSETS, net of amortization
|
75,914
|
|
|
82,931
|
|
||
GOODWILL
|
325,046
|
|
|
325,046
|
|
||
OTHER ASSETS, net of amortization
|
70,453
|
|
|
61,291
|
|
||
TOTAL ASSETS
|
$
|
3,404,281
|
|
|
$
|
3,230,374
|
|
LIABILITIES AND PARTNERS’ CAPITAL
|
|
|
|
||||
CURRENT LIABILITIES:
|
|
|
|
||||
Accounts payable - trade
|
$
|
235,758
|
|
|
$
|
245,405
|
|
Accrued liabilities
|
106,360
|
|
|
117,740
|
|
||
Total current liabilities
|
342,118
|
|
|
363,145
|
|
||
SENIOR SECURED CREDIT FACILITY
|
585,200
|
|
|
550,400
|
|
||
SENIOR UNSECURED NOTES
|
1,100,000
|
|
|
1,050,639
|
|
||
DEFERRED TAX LIABILITIES
|
20,005
|
|
|
18,754
|
|
||
OTHER LONG-TERM LIABILITIES
|
15,469
|
|
|
18,233
|
|
||
COMMITMENTS AND CONTINGENCIES (
Note 16
)
|
|
|
|
||||
PARTNERS’ CAPITAL:
|
|
|
|
||||
Common unitholders, 99,629,218 and 95,029,218 units issued and outstanding at
June 30, 2015 and December 31, 2014, respectively
|
1,341,489
|
|
|
1,229,203
|
|
||
TOTAL LIABILITIES AND PARTNERS’ CAPITAL
|
$
|
3,404,281
|
|
|
$
|
3,230,374
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
REVENUES:
|
|
|
|
|
|
|
|
||||||||
Pipeline transportation services
|
20,191
|
|
|
23,192
|
|
|
40,049
|
|
|
44,112
|
|
||||
Refinery services
|
46,324
|
|
|
52,801
|
|
|
92,448
|
|
|
106,994
|
|
||||
Marine transportation
|
62,594
|
|
|
55,948
|
|
|
119,965
|
|
|
112,241
|
|
||||
Supply and logistics
|
527,218
|
|
|
883,108
|
|
|
930,722
|
|
|
1,771,421
|
|
||||
Total revenues
|
656,327
|
|
|
1,015,049
|
|
|
1,183,184
|
|
|
2,034,768
|
|
||||
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
||||||||
Supply and logistics product costs
|
492,125
|
|
|
844,395
|
|
|
863,043
|
|
|
1,693,657
|
|
||||
Supply and logistics operating costs
|
23,782
|
|
|
27,774
|
|
|
49,021
|
|
|
55,092
|
|
||||
Marine transportation operating costs
|
35,286
|
|
|
36,905
|
|
|
66,880
|
|
|
72,679
|
|
||||
Refinery services operating costs
|
25,835
|
|
|
31,148
|
|
|
52,862
|
|
|
64,343
|
|
||||
Pipeline transportation operating costs
|
6,882
|
|
|
8,383
|
|
|
13,796
|
|
|
15,861
|
|
||||
General and administrative
|
14,832
|
|
|
14,696
|
|
|
28,053
|
|
|
26,706
|
|
||||
Depreciation and amortization
|
28,205
|
|
|
20,491
|
|
|
55,330
|
|
|
39,771
|
|
||||
Total costs and expenses
|
626,947
|
|
|
983,792
|
|
|
1,128,985
|
|
|
1,968,109
|
|
||||
OPERATING INCOME
|
29,380
|
|
|
31,257
|
|
|
54,199
|
|
|
66,659
|
|
||||
Equity in earnings of equity investees
|
18,661
|
|
|
4,922
|
|
|
34,180
|
|
|
12,740
|
|
||||
Interest expense
|
(17,905
|
)
|
|
(14,069
|
)
|
|
(37,120
|
)
|
|
(26,873
|
)
|
||||
Other income/(expense), net
|
(17,529
|
)
|
|
—
|
|
|
(17,529
|
)
|
|
—
|
|
||||
Income before income taxes
|
12,607
|
|
|
22,110
|
|
|
33,730
|
|
|
52,526
|
|
||||
Income tax expense
|
(942
|
)
|
|
(962
|
)
|
|
(1,850
|
)
|
|
(1,603
|
)
|
||||
NET INCOME
|
$
|
11,665
|
|
|
$
|
21,148
|
|
|
$
|
31,880
|
|
|
$
|
50,923
|
|
NET INCOME PER COMMON UNIT:
|
|
|
|
|
|
|
|
||||||||
Basic and Diluted
|
$
|
0.12
|
|
|
$
|
0.24
|
|
|
$
|
0.33
|
|
|
$
|
0.57
|
|
WEIGHTED AVERAGE OUTSTANDING COMMON UNITS:
|
|
|
|
|
|
|
|
||||||||
Basic and Diluted
|
99,174
|
|
|
88,691
|
|
|
97,113
|
|
|
88,691
|
|
|
Number of
Common Units
|
|
Partners’ Capital
|
||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||
Partners’ capital, January 1
|
95,029
|
|
|
88,691
|
|
|
$
|
1,229,203
|
|
|
$
|
1,097,737
|
|
Net income
|
—
|
|
|
—
|
|
|
31,880
|
|
|
50,923
|
|
||
Cash distributions
|
—
|
|
|
—
|
|
|
(117,316
|
)
|
|
(96,236
|
)
|
||
Issuance of common units for cash, net
|
4,600
|
|
|
—
|
|
|
197,722
|
|
|
—
|
|
||
Partners' capital, June 30
|
99,629
|
|
|
88,691
|
|
|
$
|
1,341,489
|
|
|
$
|
1,052,424
|
|
|
Six Months Ended
June 30, |
||||||
|
2015
|
|
2014
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
||||
Net income
|
$
|
31,880
|
|
|
$
|
50,923
|
|
Adjustments to reconcile net income to net cash provided by operating activities -
|
|
|
|
||||
Depreciation and amortization
|
55,330
|
|
|
39,771
|
|
||
Amortization of debt issuance costs and premium
|
6,526
|
|
|
2,320
|
|
||
Amortization of unearned income and initial direct costs on direct financing leases
|
(7,566
|
)
|
|
(7,922
|
)
|
||
Payments received under direct financing leases
|
10,333
|
|
|
10,631
|
|
||
Equity in earnings of investments in equity investees
|
(34,180
|
)
|
|
(12,740
|
)
|
||
Cash distributions of earnings of equity investees
|
38,811
|
|
|
21,452
|
|
||
Non-cash effect of equity-based compensation plans
|
4,744
|
|
|
6,267
|
|
||
Deferred and other tax liabilities
|
1,250
|
|
|
853
|
|
||
Unrealized loss (gain) on derivative transactions
|
1,309
|
|
|
(1,187
|
)
|
||
Other, net
|
(2,296
|
)
|
|
1,518
|
|
||
Net changes in components of operating assets and liabilities (
Note 13
)
|
(35,039
|
)
|
|
(6,689
|
)
|
||
Net cash provided by operating activities
|
71,102
|
|
|
105,197
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
||||
Payments to acquire fixed and intangible assets
|
(240,646
|
)
|
|
(240,994
|
)
|
||
Cash distributions received from equity investees - return of investment
|
11,490
|
|
|
6,173
|
|
||
Investments in equity investees
|
(1,750
|
)
|
|
(14,826
|
)
|
||
Proceeds from asset sales
|
2,228
|
|
|
133
|
|
||
Other, net
|
(729
|
)
|
|
(2,635
|
)
|
||
Net cash used in investing activities
|
(229,407
|
)
|
|
(252,149
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
||||
Borrowings on senior secured credit facility
|
550,500
|
|
|
1,181,200
|
|
||
Repayments on senior secured credit facility
|
(515,700
|
)
|
|
(1,271,800
|
)
|
||
Proceeds from issuance of senior unsecured notes
|
400,000
|
|
|
350,000
|
|
||
Repayment of senior unsecured notes
|
(350,000
|
)
|
|
—
|
|
||
Debt issuance costs
|
(8,418
|
)
|
|
(10,752
|
)
|
||
Issuance of common units for cash, net
|
197,722
|
|
|
—
|
|
||
Distributions to common unitholders
|
(117,316
|
)
|
|
(96,236
|
)
|
||
Other, net
|
774
|
|
|
—
|
|
||
Net cash provided by financing activities
|
157,562
|
|
|
152,412
|
|
||
Net increase in cash and cash equivalents
|
(743
|
)
|
|
5,460
|
|
||
Cash and cash equivalents at beginning of period
|
9,462
|
|
|
8,866
|
|
||
Cash and cash equivalents at end of period
|
$
|
8,719
|
|
|
$
|
14,326
|
|
•
|
Onshore pipeline transportation of crude oil and, to a lesser extent, carbon dioxide (or "CO
2
");
|
•
|
Offshore pipeline transportation of crude oil in the Gulf of Mexico;
|
•
|
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");
|
•
|
Marine transportation to provide waterborne transportation of petroleum products and crude oil throughout North America; and
|
•
|
Supply and logistics services, which include terminaling, blending, storing, marketing and transporting crude oil and petroleum products and, on a smaller scale, CO
2
.
|
Property and equipment
|
$
|
125,000
|
|
Intangible assets
|
32,000
|
|
|
Total purchase price
|
$
|
157,000
|
|
|
Three Months Ended
June 30, 2015 |
|
Six Months Ended
June 30, 2015 |
||||
Revenues
|
$
|
5,642
|
|
|
$
|
11,222
|
|
Net income
|
$
|
1,274
|
|
|
$
|
2,671
|
|
|
Three Months Ended
June 30, 2014 |
|
Six Months Ended
June 30, 2014 |
||||
Pro forma consolidated financial operating results:
|
|
|
|
||||
Revenues
|
$
|
1,019,900
|
|
|
$
|
2,044,470
|
|
Net Income
|
$
|
22,478
|
|
|
$
|
53,551
|
|
|
June 30,
2015 |
|
December 31,
2014 |
||||
Petroleum products
|
$
|
28,043
|
|
|
$
|
30,108
|
|
Crude oil
|
20,636
|
|
|
7,266
|
|
||
Caustic soda
|
2,320
|
|
|
2,850
|
|
||
NaHS
|
3,567
|
|
|
6,603
|
|
||
Other
|
—
|
|
|
2
|
|
||
Total
|
$
|
54,566
|
|
|
$
|
46,829
|
|
|
June 30,
2015 |
|
December 31,
2014 |
||||
Pipelines and related assets
|
$
|
477,815
|
|
|
$
|
466,613
|
|
Machinery and equipment
|
393,913
|
|
|
376,672
|
|
||
Transportation equipment
|
17,216
|
|
|
18,479
|
|
||
Marine vessels
|
750,444
|
|
|
731,016
|
|
||
Land, buildings and improvements
|
39,772
|
|
|
38,037
|
|
||
Office equipment, furniture and fixtures
|
7,126
|
|
|
6,696
|
|
||
Construction in progress
|
387,903
|
|
|
222,233
|
|
||
Other
|
46,457
|
|
|
39,312
|
|
||
Fixed assets, at cost
|
2,120,646
|
|
|
1,899,058
|
|
||
Less: Accumulated depreciation
|
(304,876
|
)
|
|
(268,057
|
)
|
||
Net fixed assets
|
$
|
1,815,770
|
|
|
$
|
1,631,001
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Depreciation expense
|
$
|
22,512
|
|
|
$
|
16,409
|
|
|
$
|
44,549
|
|
|
$
|
31,686
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Genesis’ share of operating earnings
|
$
|
21,403
|
|
|
$
|
7,505
|
|
|
$
|
39,663
|
|
|
$
|
17,906
|
|
Amortization of excess purchase price
|
(2,742
|
)
|
|
(2,583
|
)
|
|
(5,483
|
)
|
|
(5,166
|
)
|
||||
Net equity in earnings
|
$
|
18,661
|
|
|
$
|
4,922
|
|
|
$
|
34,180
|
|
|
$
|
12,740
|
|
Distributions received
|
$
|
24,399
|
|
|
$
|
15,045
|
|
|
$
|
50,301
|
|
|
$
|
27,625
|
|
|
June 30,
2015 |
|
December 31,
2014 |
||||
BALANCE SHEET DATA:
|
|
|
|
||||
Assets
|
|
|
|
||||
Current assets
|
$
|
50,963
|
|
|
$
|
42,135
|
|
Fixed assets, net
|
989,168
|
|
|
1,015,305
|
|
||
Other assets
|
1,938
|
|
|
4,369
|
|
||
Total assets
|
$
|
1,042,069
|
|
|
$
|
1,061,809
|
|
Liabilities and equity
|
|
|
|
||||
Current liabilities
|
$
|
26,521
|
|
|
$
|
25,369
|
|
Other liabilities
|
202,633
|
|
|
202,613
|
|
||
Equity
|
812,915
|
|
|
833,827
|
|
||
Total liabilities and equity
|
$
|
1,042,069
|
|
|
$
|
1,061,809
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
INCOME STATEMENT DATA:
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
82,553
|
|
|
$
|
46,440
|
|
|
$
|
154,643
|
|
|
$
|
96,264
|
|
Operating income
|
$
|
56,408
|
|
|
$
|
22,628
|
|
|
$
|
104,521
|
|
|
$
|
53,103
|
|
Net income
|
$
|
55,230
|
|
|
$
|
21,815
|
|
|
$
|
102,147
|
|
|
$
|
51,521
|
|
|
June 30, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Carrying
Value
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Carrying
Value
|
||||||||||||
Refinery Services:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
$
|
94,654
|
|
|
$
|
84,083
|
|
|
$
|
10,571
|
|
|
$
|
94,654
|
|
|
$
|
81,880
|
|
|
$
|
12,774
|
|
Licensing agreements
|
38,678
|
|
|
30,339
|
|
|
8,339
|
|
|
38,678
|
|
|
28,983
|
|
|
9,695
|
|
||||||
Segment total
|
133,332
|
|
|
114,422
|
|
|
18,910
|
|
|
133,332
|
|
|
110,863
|
|
|
22,469
|
|
||||||
Supply & Logistics:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
35,430
|
|
|
31,082
|
|
|
4,348
|
|
|
35,430
|
|
|
30,228
|
|
|
5,202
|
|
||||||
Intangibles associated with lease
|
13,260
|
|
|
3,749
|
|
|
9,511
|
|
|
13,260
|
|
|
3,512
|
|
|
9,748
|
|
||||||
Segment total
|
48,690
|
|
|
34,831
|
|
|
13,859
|
|
|
48,690
|
|
|
33,740
|
|
|
14,950
|
|
||||||
Marine contract intangibles
|
32,000
|
|
|
3,333
|
|
|
28,667
|
|
|
32,000
|
|
|
833
|
|
|
31,167
|
|
||||||
Other
|
21,533
|
|
|
7,055
|
|
|
14,478
|
|
|
22,797
|
|
|
8,452
|
|
|
14,345
|
|
||||||
Total
|
$
|
235,555
|
|
|
$
|
159,641
|
|
|
$
|
75,914
|
|
|
$
|
236,819
|
|
|
$
|
153,888
|
|
|
$
|
82,931
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Amortization of intangible assets
|
$
|
4,154
|
|
|
$
|
3,147
|
|
|
$
|
8,191
|
|
|
$
|
6,292
|
|
Remainder of
|
2015
|
$
|
9,761
|
|
|
2016
|
$
|
15,628
|
|
|
2017
|
$
|
14,465
|
|
|
2018
|
$
|
12,349
|
|
|
2019
|
$
|
8,036
|
|
|
June 30,
2015 |
|
December 31,
2014 |
||||
Senior secured credit facility
|
$
|
585,200
|
|
|
$
|
550,400
|
|
7.875% senior unsecured notes (including unamortized premium of $639 in 2014)
|
—
|
|
|
350,639
|
|
||
6.000% senior unsecured notes
|
400,000
|
|
|
—
|
|
||
5.750% senior unsecured notes
|
350,000
|
|
|
350,000
|
|
||
5.625% senior unsecured notes
|
350,000
|
|
|
350,000
|
|
||
Total long-term debt
|
$
|
1,685,200
|
|
|
$
|
1,601,039
|
|
Distribution For
|
|
Date Paid
|
|
Per Unit
Amount
|
|
Total
Amount
|
|
||||
2014
|
|
|
|
|
|
|
|
||||
1
st
Quarter
|
|
May 15, 2014
|
|
$
|
0.5500
|
|
|
$
|
48,783
|
|
|
2
nd
Quarter
|
|
August 14, 2014
|
|
$
|
0.5650
|
|
|
$
|
50,114
|
|
|
3
rd
Quarter
|
|
November 14, 2014
|
|
$
|
0.5800
|
|
|
$
|
54,112
|
|
|
4
th
Quarter
|
|
February 13, 2015
|
|
$
|
0.5950
|
|
|
$
|
56,542
|
|
|
2015
|
|
|
|
|
|
|
|
||||
1
st
Quarter
|
|
May 15, 2015
|
|
$
|
0.6100
|
|
|
$
|
60,774
|
|
|
2
nd
Quarter
|
|
August 14, 2015
|
(1)
|
$
|
0.6250
|
|
|
$
|
68,737
|
|
|
•
|
Onshore Pipeline Transportation – transportation of crude oil, and to a lesser extent, CO
2
;
|
•
|
Offshore Pipeline Transportation – offshore transportation of crude oil in the Gulf of Mexico;
|
•
|
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;
|
•
|
Marine Transportation – marine transportation to provide waterborne transportation of petroleum products and crude oil throughout North America; 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
.
|
|
Onshore Pipeline
Transportation
|
|
Offshore Pipeline Transportation
|
|
Refinery
Services
|
|
Marine Transportation
|
|
Supply &
Logistics
|
|
Total
|
||||||||||||
Three Months Ended June 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Segment margin (a)
|
$
|
14,363
|
|
|
$
|
25,100
|
|
|
$
|
20,221
|
|
|
$
|
27,225
|
|
|
$
|
11,658
|
|
|
$
|
98,567
|
|
Capital expenditures (b)
|
$
|
40,893
|
|
|
$
|
86
|
|
|
$
|
238
|
|
|
$
|
11,086
|
|
|
$
|
55,850
|
|
|
$
|
108,153
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
External customers
|
$
|
15,856
|
|
|
$
|
1,258
|
|
|
$
|
48,786
|
|
|
$
|
60,603
|
|
|
$
|
529,824
|
|
|
$
|
656,327
|
|
Intersegment (c)
|
3,077
|
|
|
—
|
|
|
(2,462
|
)
|
|
1,991
|
|
|
(2,606
|
)
|
|
—
|
|
||||||
Total revenues of reportable segments
|
$
|
18,933
|
|
|
$
|
1,258
|
|
|
$
|
46,324
|
|
|
$
|
62,594
|
|
|
$
|
527,218
|
|
|
$
|
656,327
|
|
Three Months Ended June 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Segment margin (a)
|
$
|
16,531
|
|
|
$
|
11,435
|
|
|
$
|
21,627
|
|
|
$
|
18,978
|
|
|
$
|
14,110
|
|
|
$
|
82,681
|
|
Capital expenditures (b)
|
$
|
3,845
|
|
|
$
|
3,192
|
|
|
$
|
597
|
|
|
$
|
37,077
|
|
|
$
|
95,413
|
|
|
$
|
140,124
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
External customers
|
$
|
19,236
|
|
|
$
|
522
|
|
|
$
|
55,552
|
|
|
$
|
51,892
|
|
|
$
|
887,847
|
|
|
$
|
1,015,049
|
|
Intersegment (c)
|
3,434
|
|
|
—
|
|
|
(2,751
|
)
|
|
4,056
|
|
|
(4,739
|
)
|
|
—
|
|
||||||
Total revenues of reportable segments
|
$
|
22,670
|
|
|
$
|
522
|
|
|
$
|
52,801
|
|
|
$
|
55,948
|
|
|
$
|
883,108
|
|
|
$
|
1,015,049
|
|
Six Months Ended June 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Segment Margin (a)
|
$
|
28,686
|
|
|
$
|
50,298
|
|
|
$
|
39,381
|
|
|
$
|
52,918
|
|
|
$
|
21,405
|
|
|
$
|
192,688
|
|
Capital expenditures (b)
|
$
|
109,484
|
|
|
$
|
2,139
|
|
|
$
|
1,450
|
|
|
$
|
27,662
|
|
|
$
|
92,626
|
|
|
$
|
233,361
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
External customers
|
$
|
31,687
|
|
|
$
|
2,048
|
|
|
$
|
97,221
|
|
|
$
|
115,243
|
|
|
$
|
936,985
|
|
|
$
|
1,183,184
|
|
Intersegment (c)
|
6,314
|
|
|
—
|
|
|
(4,773
|
)
|
|
4,722
|
|
|
(6,263
|
)
|
|
—
|
|
||||||
Total revenues of reportable segments
|
$
|
38,001
|
|
|
$
|
2,048
|
|
|
$
|
92,448
|
|
|
$
|
119,965
|
|
|
$
|
930,722
|
|
|
$
|
1,183,184
|
|
Six Months Ended June 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Segment Margin (a)
|
$
|
31,220
|
|
|
$
|
24,838
|
|
|
$
|
42,499
|
|
|
$
|
39,435
|
|
|
$
|
22,040
|
|
|
$
|
160,032
|
|
Capital expenditures (b)
|
$
|
27,741
|
|
|
$
|
13,576
|
|
|
$
|
899
|
|
|
$
|
48,036
|
|
|
$
|
152,650
|
|
|
$
|
242,902
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
External customers
|
$
|
34,739
|
|
|
$
|
1,469
|
|
|
$
|
112,659
|
|
|
$
|
102,982
|
|
|
$
|
1,782,919
|
|
|
$
|
2,034,768
|
|
Intersegment (c)
|
7,904
|
|
|
—
|
|
|
(5,665
|
)
|
|
9,259
|
|
|
(11,498
|
)
|
|
—
|
|
||||||
Total revenues of reportable segments
|
$
|
42,643
|
|
|
$
|
1,469
|
|
|
$
|
106,994
|
|
|
$
|
112,241
|
|
|
$
|
1,771,421
|
|
|
$
|
2,034,768
|
|
|
June 30,
2015 |
|
December 31,
2014 |
||||
Onshore pipeline transportation
|
$
|
516,365
|
|
|
$
|
460,012
|
|
Offshore pipeline transportation
|
631,998
|
|
|
645,668
|
|
||
Refinery services
|
394,794
|
|
|
403,703
|
|
||
Marine transportation
|
754,515
|
|
|
745,128
|
|
||
Supply and logistics
|
1,042,620
|
|
|
907,189
|
|
||
Other assets
|
63,989
|
|
|
68,674
|
|
||
Total consolidated assets
|
3,404,281
|
|
|
3,230,374
|
|
(a)
|
A reconciliation of Segment Margin to net income for the periods is presented below.
|
(b)
|
Capital expenditures include maintenance and growth capital expenditures, such as fixed asset additions (including enhancements to existing facilities and construction of growth projects) as well as acquisitions of businesses and interests in equity investees. In addition to construction of growth projects, capital spending in our pipeline transportation segment included
$0.0 million
and
$1.8 million
during the
three and six
months ended
June 30, 2015
and
$2.3 million
and
$12.7
|
(c)
|
Intersegment sales were conducted under terms that we believe were no more or less favorable than then-existing market conditions.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Segment Margin
|
$
|
98,567
|
|
|
$
|
82,681
|
|
|
$
|
192,688
|
|
|
$
|
160,032
|
|
Corporate general and administrative expenses
|
(13,953
|
)
|
|
(13,789
|
)
|
|
(26,252
|
)
|
|
(24,850
|
)
|
||||
Depreciation and amortization
|
(28,205
|
)
|
|
(20,491
|
)
|
|
(55,330
|
)
|
|
(39,771
|
)
|
||||
Interest expense
|
(17,905
|
)
|
|
(14,069
|
)
|
|
(37,120
|
)
|
|
(26,873
|
)
|
||||
Adjustment to exclude distributable cash generated by equity investees not included in income and include equity in investees net income
(1)
|
(7,038
|
)
|
|
(7,808
|
)
|
|
(17,421
|
)
|
|
(13,585
|
)
|
||||
Non-cash items not included in Segment Margin
|
1,771
|
|
|
(3,043
|
)
|
|
(843
|
)
|
|
282
|
|
||||
Cash payments from direct financing leases in excess of earnings
|
(1,405
|
)
|
|
(1,371
|
)
|
|
(2,767
|
)
|
|
(2,709
|
)
|
||||
Loss on extinguishment of debt
|
(19,225
|
)
|
|
—
|
|
|
(19,225
|
)
|
|
—
|
|
||||
Income tax expense
|
(942
|
)
|
|
(962
|
)
|
|
(1,850
|
)
|
|
(1,603
|
)
|
||||
Net income
|
$
|
11,665
|
|
|
$
|
21,148
|
|
|
31,880
|
|
|
50,923
|
|
(1)
|
Includes distributions attributable to the quarter and received during or promptly following such quarter.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Sales of CO
2
to Sandhill Group, LLC
(1)
|
$
|
806
|
|
|
$
|
713
|
|
|
$
|
1,505
|
|
|
$
|
1,368
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Amounts paid to our CEO in connection with the use of his aircraft
|
$
|
165
|
|
|
$
|
150
|
|
|
$
|
360
|
|
|
$
|
300
|
|
(1)
|
We own a
50%
interest in Sandhill Group, LLC.
|
|
Six Months Ended
June 30, |
||||||
|
2015
|
|
2014
|
||||
(Increase) decrease in:
|
|
|
|
||||
Accounts receivable
|
$
|
202
|
|
|
$
|
20,827
|
|
Inventories
|
(7,737
|
)
|
|
(44,523
|
)
|
||
Deferred charges
|
(7,725
|
)
|
|
—
|
|
||
Other current assets
|
2,286
|
|
|
47,542
|
|
||
Increase (decrease) in:
|
|
|
|
||||
Accounts payable
|
(5,998
|
)
|
|
13,436
|
|
||
Accrued liabilities
|
(16,067
|
)
|
|
(43,971
|
)
|
||
Net changes in components of operating assets and liabilities
|
(35,039
|
)
|
|
(6,689
|
)
|
|
|
Sell (Short)
Contracts
|
|
Buy (Long)
Contracts
|
||||
Designated as hedges under accounting rules:
|
|
|
|
|
||||
Crude oil futures:
|
|
|
|
|
||||
Contract volumes (1,000 bbls)
|
|
188
|
|
|
—
|
|
||
Weighted average contract price per bbl
|
|
$
|
57.50
|
|
|
$
|
—
|
|
|
|
|
|
|
||||
Not qualifying or not designated as hedges under accounting rules:
|
|
|
|
|
||||
Crude oil futures:
|
|
|
|
|
||||
Contract volumes (1,000 bbls)
|
|
402
|
|
|
206
|
|
||
Weighted average contract price per bbl
|
|
$
|
60.72
|
|
|
$
|
62.87
|
|
Crude oil swaps:
|
|
|
|
|
||||
Contract volumes (1,000 bbls)
|
|
170
|
|
|
—
|
|
||
Weighted average contract price per bbl
|
|
$
|
(2.11
|
)
|
|
$
|
—
|
|
Diesel futures:
|
|
|
|
|
||||
Contract volumes (1,000 bbls)
|
|
80
|
|
|
20
|
|
||
Weighted average contract price per gal
|
|
$
|
1.89
|
|
|
$
|
1.87
|
|
#6 Fuel oil futures:
|
|
|
|
|
||||
Contract volumes (1,000 bbls)
|
|
360
|
|
|
5
|
|
||
Weighted average contract price per bbl
|
|
$
|
52.07
|
|
|
$
|
53.35
|
|
Crude oil options:
|
|
|
|
|
||||
Contract volumes (1,000 bbls)
|
|
145
|
|
|
50
|
|
||
Weighted average premium received
|
|
$
|
1.08
|
|
|
$
|
0.27
|
|
|
Unaudited Condensed Consolidated Balance Sheets Location
|
|
Fair Value
|
||||||
|
June 30,
2015 |
|
December 31,
2014 |
||||||
Asset Derivatives:
|
|
|
|
|
|
||||
Commodity derivatives - futures and call options (undesignated hedges):
|
|
|
|
|
|
||||
Gross amount of recognized assets
|
Current Assets - Other
|
|
$
|
363
|
|
|
$
|
16,383
|
|
Gross amount offset in the Unaudited Condensed Consolidated Balance Sheets
|
Current Assets - Other
|
|
(363
|
)
|
|
(2,310
|
)
|
||
Net amount of assets presented in the Unaudited Condensed Consolidated Balance Sheets
|
|
|
$
|
—
|
|
|
$
|
14,073
|
|
Commodity derivatives - futures and call options (designated hedges):
|
|
|
|
|
|
||||
Gross amount of recognized assets
|
Current Assets - Other
|
|
$
|
8
|
|
|
$
|
—
|
|
Gross amount offset in the Unaudited Condensed Consolidated Balance Sheets
|
Current Assets - Other
|
|
(8
|
)
|
|
—
|
|
||
Net amount of assets presented in the Unaudited Condensed Consolidated Balance Sheets
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liability Derivatives:
|
|
|
|
|
|
||||
Commodity derivatives - futures and call options (undesignated hedges):
|
|
|
|
|
|
||||
Gross amount of recognized liabilities
|
Current Assets - Other
(1)
|
|
$
|
(1,366
|
)
|
|
$
|
(2,310
|
)
|
Gross amount offset in the Unaudited Condensed Consolidated Balance Sheets
|
Current Assets - Other
(1)
|
|
1,366
|
|
|
2,310
|
|
||
Net amount of liabilities presented in the Unaudited Condensed Consolidated Balance Sheets
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commodity derivatives - futures and call options (designated hedges):
|
|
|
|
|
|
||||
Gross amount of recognized liabilities
|
Current Assets - Other
(1)
|
|
$
|
(480
|
)
|
|
$
|
—
|
|
Gross amount offset in the Unaudited Condensed Consolidated Balance Sheets
|
Current Assets - Other
(1)
|
|
480
|
|
|
—
|
|
||
Net amount of liabilities presented in the Unaudited Condensed Consolidated Balance Sheets
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
These derivative liabilities have been funded with margin deposits recorded in our Unaudited Condensed Consolidated Balance Sheets under Current Assets - Other.
|
|
|
|
Amount of Gain (Loss) Recognized in Income
|
||||||||||||||
|
Unaudited Condensed Consolidated Statements of Operations Location
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|||||||||
Commodity derivatives - futures and call options:
|
|
|
|
|
|
|
|
|
|
||||||||
Contracts designated as hedges under accounting guidance
|
Supply and logistics product costs
|
|
$
|
(4,021
|
)
|
|
$
|
—
|
|
|
$
|
(1,835
|
)
|
|
$
|
—
|
|
Contracts not considered hedges under accounting guidance
|
Supply and logistics product costs
|
|
(4,209
|
)
|
|
727
|
|
|
(5,014
|
)
|
|
3,496
|
|
||||
Total commodity derivatives
|
|
|
$
|
(8,230
|
)
|
|
$
|
727
|
|
|
$
|
(6,849
|
)
|
|
$
|
3,496
|
|
(1)
|
Level 1 fair values are based on observable inputs such as quoted prices in active markets for identical assets and liabilities;
|
(2)
|
Level 2 fair values are based on pricing inputs other than quoted prices in active markets for identical assets and liabilities and are either directly or indirectly observable as of the measurement date; and
|
(3)
|
Level 3 fair values are based on unobservable inputs in which little or no market data exists.
|
|
|
Fair Value at
|
|
Fair Value at
|
||||||||||||||||||||
|
|
June 30, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
Recurring Fair Value Measures
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||
Commodity derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
|
$
|
371
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,383
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liabilities
|
|
$
|
(1,846
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2,310
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
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
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
8,006
|
|
|
$
|
707
|
|
|
$
|
—
|
|
|
$
|
8,719
|
|
Other current assets
|
1,406,653
|
|
|
—
|
|
|
338,521
|
|
|
50,763
|
|
|
(1,444,886
|
)
|
|
351,051
|
|
||||||
Total current assets
|
1,406,659
|
|
|
—
|
|
|
346,527
|
|
|
51,470
|
|
|
(1,444,886
|
)
|
|
359,770
|
|
||||||
Fixed assets, at cost
|
—
|
|
|
—
|
|
|
2,045,180
|
|
|
75,466
|
|
|
—
|
|
|
2,120,646
|
|
||||||
Less: Accumulated depreciation
|
—
|
|
|
—
|
|
|
(286,734
|
)
|
|
(18,142
|
)
|
|
—
|
|
|
(304,876
|
)
|
||||||
Net fixed assets
|
—
|
|
|
—
|
|
|
1,758,446
|
|
|
57,324
|
|
|
—
|
|
|
1,815,770
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
325,046
|
|
|
—
|
|
|
—
|
|
|
325,046
|
|
||||||
Other assets, net
|
29,677
|
|
|
—
|
|
|
267,482
|
|
|
143,627
|
|
|
(151,500
|
)
|
|
289,286
|
|
||||||
Equity investees
|
—
|
|
|
—
|
|
|
614,409
|
|
|
—
|
|
|
—
|
|
|
614,409
|
|
||||||
Investments in subsidiaries
|
1,602,824
|
|
|
—
|
|
|
100,279
|
|
|
—
|
|
|
(1,703,103
|
)
|
|
—
|
|
||||||
Total assets
|
$
|
3,039,160
|
|
|
$
|
—
|
|
|
$
|
3,412,189
|
|
|
$
|
252,421
|
|
|
$
|
(3,299,489
|
)
|
|
$
|
3,404,281
|
|
LIABILITIES AND PARTNERS’ CAPITAL
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities
|
$
|
12,471
|
|
|
$
|
—
|
|
|
$
|
1,772,548
|
|
|
$
|
2,113
|
|
|
$
|
(1,445,014
|
)
|
|
$
|
342,118
|
|
Senior secured credit facility
|
585,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
585,200
|
|
||||||
Senior unsecured notes
|
1,100,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,100,000
|
|
||||||
Deferred tax liabilities
|
—
|
|
|
—
|
|
|
20,005
|
|
|
—
|
|
|
—
|
|
|
20,005
|
|
||||||
Other liabilities
|
—
|
|
|
—
|
|
|
15,470
|
|
|
151,331
|
|
|
(151,332
|
)
|
|
15,469
|
|
||||||
Total liabilities
|
1,697,671
|
|
|
—
|
|
|
1,808,023
|
|
|
153,444
|
|
|
(1,596,346
|
)
|
|
2,062,792
|
|
||||||
Partners’ capital
|
1,341,489
|
|
|
—
|
|
|
1,604,166
|
|
|
98,977
|
|
|
(1,703,143
|
)
|
|
1,341,489
|
|
||||||
Total liabilities and partners’ capital
|
$
|
3,039,160
|
|
|
$
|
—
|
|
|
$
|
3,412,189
|
|
|
$
|
252,421
|
|
|
$
|
(3,299,489
|
)
|
|
$
|
3,404,281
|
|
|
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
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
8,310
|
|
|
$
|
1,143
|
|
|
$
|
—
|
|
|
$
|
9,462
|
|
Other current assets
|
1,378,573
|
|
|
—
|
|
|
333,385
|
|
|
46,215
|
|
|
(1,412,269
|
)
|
|
345,904
|
|
||||||
Total current assets
|
1,378,582
|
|
|
—
|
|
|
341,695
|
|
|
47,358
|
|
|
(1,412,269
|
)
|
|
355,366
|
|
||||||
Fixed assets, at cost
|
—
|
|
|
—
|
|
|
1,823,556
|
|
|
75,502
|
|
|
—
|
|
|
1,899,058
|
|
||||||
Less: Accumulated depreciation
|
—
|
|
|
—
|
|
|
(251,171
|
)
|
|
(16,886
|
)
|
|
—
|
|
|
(268,057
|
)
|
||||||
Net fixed assets
|
—
|
|
|
—
|
|
|
1,572,385
|
|
|
58,616
|
|
|
—
|
|
|
1,631,001
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
325,046
|
|
|
—
|
|
|
—
|
|
|
325,046
|
|
||||||
Other assets, net
|
28,421
|
|
|
—
|
|
|
269,252
|
|
|
146,700
|
|
|
(154,192
|
)
|
|
290,181
|
|
||||||
Equity investees
|
—
|
|
|
—
|
|
|
628,780
|
|
|
—
|
|
|
—
|
|
|
628,780
|
|
||||||
Investments in subsidiaries
|
1,434,255
|
|
|
—
|
|
|
97,195
|
|
|
—
|
|
|
(1,531,450
|
)
|
|
—
|
|
||||||
Total assets
|
$
|
2,841,258
|
|
|
$
|
—
|
|
|
$
|
3,234,353
|
|
|
$
|
252,674
|
|
|
$
|
(3,097,911
|
)
|
|
$
|
3,230,374
|
|
LIABILITIES AND PARTNERS’ CAPITAL
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities
|
$
|
11,016
|
|
|
$
|
—
|
|
|
$
|
1,761,856
|
|
|
$
|
2,705
|
|
|
$
|
(1,412,432
|
)
|
|
$
|
363,145
|
|
Senior secured credit facility
|
550,400
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
550,400
|
|
||||||
Senior unsecured notes
|
1,050,639
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,050,639
|
|
||||||
Deferred tax liabilities
|
—
|
|
|
—
|
|
|
18,754
|
|
|
—
|
|
|
—
|
|
|
18,754
|
|
||||||
Other liabilities
|
—
|
|
|
—
|
|
|
18,233
|
|
|
154,021
|
|
|
(154,021
|
)
|
|
18,233
|
|
||||||
Total liabilities
|
1,612,055
|
|
|
—
|
|
|
1,798,843
|
|
|
156,726
|
|
|
(1,566,453
|
)
|
|
2,001,171
|
|
||||||
Partners’ capital
|
1,229,203
|
|
|
—
|
|
|
1,435,510
|
|
|
95,948
|
|
|
(1,531,458
|
)
|
|
1,229,203
|
|
||||||
Total liabilities and partners’ capital
|
$
|
2,841,258
|
|
|
$
|
—
|
|
|
$
|
3,234,353
|
|
|
$
|
252,674
|
|
|
$
|
(3,097,911
|
)
|
|
$
|
3,230,374
|
|
|
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:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pipeline transportation services
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,378
|
|
|
$
|
5,813
|
|
|
$
|
—
|
|
|
$
|
20,191
|
|
Refinery services
|
—
|
|
|
—
|
|
|
45,272
|
|
|
5,859
|
|
|
(4,807
|
)
|
|
46,324
|
|
||||||
Marine transportation
|
—
|
|
|
—
|
|
|
62,594
|
|
|
—
|
|
|
—
|
|
|
62,594
|
|
||||||
Supply and logistics
|
—
|
|
|
—
|
|
|
529,073
|
|
|
(3,966
|
)
|
|
2,111
|
|
|
527,218
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
651,317
|
|
|
7,706
|
|
|
(2,696
|
)
|
|
656,327
|
|
||||||
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Supply and logistics costs
|
—
|
|
|
—
|
|
|
517,230
|
|
|
(3,433
|
)
|
|
2,110
|
|
|
515,907
|
|
||||||
Marine transportation costs
|
—
|
|
|
—
|
|
|
35,286
|
|
|
—
|
|
|
—
|
|
|
35,286
|
|
||||||
Refinery services operating costs
|
—
|
|
|
—
|
|
|
25,081
|
|
|
5,526
|
|
|
(4,772
|
)
|
|
25,835
|
|
||||||
Pipeline transportation operating costs
|
—
|
|
|
—
|
|
|
6,974
|
|
|
(92
|
)
|
|
—
|
|
|
6,882
|
|
||||||
General and administrative
|
—
|
|
|
—
|
|
|
14,861
|
|
|
(29
|
)
|
|
—
|
|
|
14,832
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
28,249
|
|
|
(44
|
)
|
|
—
|
|
|
28,205
|
|
||||||
Total costs and expenses
|
—
|
|
|
—
|
|
|
627,681
|
|
|
1,928
|
|
|
(2,662
|
)
|
|
626,947
|
|
||||||
OPERATING INCOME
|
—
|
|
|
—
|
|
|
23,636
|
|
|
5,778
|
|
|
(34
|
)
|
|
29,380
|
|
||||||
Equity in earnings of subsidiaries
|
48,777
|
|
|
—
|
|
|
2,099
|
|
|
—
|
|
|
(50,876
|
)
|
|
—
|
|
||||||
Equity in earnings of equity investees
|
—
|
|
|
—
|
|
|
18,661
|
|
|
—
|
|
|
—
|
|
|
18,661
|
|
||||||
Interest (expense) income, net
|
(17,887
|
)
|
|
—
|
|
|
3,787
|
|
|
(3,805
|
)
|
|
—
|
|
|
(17,905
|
)
|
||||||
Other income/(expense), net
|
(19,225
|
)
|
|
—
|
|
|
1,696
|
|
|
—
|
|
|
—
|
|
|
(17,529
|
)
|
||||||
Income before income taxes
|
11,665
|
|
|
—
|
|
|
49,879
|
|
|
1,973
|
|
|
(50,910
|
)
|
|
12,607
|
|
||||||
Income tax benefit (expense)
|
—
|
|
|
—
|
|
|
(1,023
|
)
|
|
81
|
|
|
—
|
|
|
(942
|
)
|
||||||
NET INCOME
|
$
|
11,665
|
|
|
$
|
—
|
|
|
$
|
48,856
|
|
|
$
|
2,054
|
|
|
$
|
(50,910
|
)
|
|
$
|
11,665
|
|
|
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:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pipeline transportation services
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,942
|
|
|
$
|
6,250
|
|
|
$
|
—
|
|
|
$
|
23,192
|
|
Refinery services
|
—
|
|
|
—
|
|
|
51,694
|
|
|
4,571
|
|
|
(3,464
|
)
|
|
52,801
|
|
||||||
Marine transportation
|
—
|
|
|
—
|
|
|
55,948
|
|
|
—
|
|
|
—
|
|
|
55,948
|
|
||||||
Supply and logistics
|
—
|
|
|
—
|
|
|
883,108
|
|
|
—
|
|
|
—
|
|
|
883,108
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
1,007,692
|
|
|
10,821
|
|
|
(3,464
|
)
|
|
1,015,049
|
|
||||||
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Supply and logistics costs
|
—
|
|
|
—
|
|
|
872,169
|
|
|
—
|
|
|
—
|
|
|
872,169
|
|
||||||
Marine transportation costs
|
—
|
|
|
—
|
|
|
36,905
|
|
|
—
|
|
|
—
|
|
|
36,905
|
|
||||||
Refinery services operating costs
|
—
|
|
|
—
|
|
|
30,399
|
|
|
4,212
|
|
|
(3,463
|
)
|
|
31,148
|
|
||||||
Pipeline transportation operating costs
|
—
|
|
|
—
|
|
|
8,172
|
|
|
211
|
|
|
—
|
|
|
8,383
|
|
||||||
General and administrative
|
—
|
|
|
—
|
|
|
14,696
|
|
|
—
|
|
|
—
|
|
|
14,696
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
19,851
|
|
|
640
|
|
|
—
|
|
|
20,491
|
|
||||||
Total costs and expenses
|
—
|
|
|
—
|
|
|
982,192
|
|
|
5,063
|
|
|
(3,463
|
)
|
|
983,792
|
|
||||||
OPERATING INCOME
|
—
|
|
|
—
|
|
|
25,500
|
|
|
5,758
|
|
|
(1
|
)
|
|
31,257
|
|
||||||
Equity in earnings of subsidiaries
|
35,214
|
|
|
—
|
|
|
1,796
|
|
|
—
|
|
|
(37,010
|
)
|
|
—
|
|
||||||
Equity in earnings of equity investees
|
—
|
|
|
—
|
|
|
4,922
|
|
|
—
|
|
|
—
|
|
|
4,922
|
|
||||||
Interest (expense) income, net
|
(14,066
|
)
|
|
—
|
|
|
3,932
|
|
|
(3,935
|
)
|
|
—
|
|
|
(14,069
|
)
|
||||||
Income before income taxes
|
21,148
|
|
|
—
|
|
|
36,150
|
|
|
1,823
|
|
|
(37,011
|
)
|
|
22,110
|
|
||||||
Income tax expense
|
—
|
|
|
—
|
|
|
(890
|
)
|
|
(72
|
)
|
|
—
|
|
|
(962
|
)
|
||||||
NET INCOME
|
$
|
21,148
|
|
|
$
|
—
|
|
|
$
|
35,260
|
|
|
$
|
1,751
|
|
|
$
|
(37,011
|
)
|
|
$
|
21,148
|
|
|
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:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pipeline transportation services
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
27,792
|
|
|
$
|
12,257
|
|
|
$
|
—
|
|
|
$
|
40,049
|
|
Refinery services
|
—
|
|
|
—
|
|
|
90,591
|
|
|
7,971
|
|
|
(6,114
|
)
|
|
92,448
|
|
||||||
Marine transportation
|
—
|
|
|
—
|
|
|
119,965
|
|
|
—
|
|
|
—
|
|
|
119,965
|
|
||||||
Supply and logistics
|
—
|
|
|
—
|
|
|
930,722
|
|
|
—
|
|
|
—
|
|
|
930,722
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
1,169,070
|
|
|
20,228
|
|
|
(6,114
|
)
|
|
1,183,184
|
|
||||||
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Supply and logistics costs
|
—
|
|
|
—
|
|
|
912,064
|
|
|
—
|
|
|
—
|
|
|
912,064
|
|
||||||
Marine transportation costs
|
—
|
|
|
—
|
|
|
66,880
|
|
|
—
|
|
|
—
|
|
|
66,880
|
|
||||||
Refinery services operating costs
|
—
|
|
|
—
|
|
|
51,300
|
|
|
7,645
|
|
|
(6,083
|
)
|
|
52,862
|
|
||||||
Pipeline transportation operating costs
|
—
|
|
|
—
|
|
|
13,455
|
|
|
341
|
|
|
—
|
|
|
13,796
|
|
||||||
General and administrative
|
—
|
|
|
—
|
|
|
28,053
|
|
|
—
|
|
|
—
|
|
|
28,053
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
54,045
|
|
|
1,285
|
|
|
—
|
|
|
55,330
|
|
||||||
Total costs and expenses
|
—
|
|
|
—
|
|
|
1,125,797
|
|
|
9,271
|
|
|
(6,083
|
)
|
|
1,128,985
|
|
||||||
OPERATING INCOME
|
—
|
|
|
—
|
|
|
43,273
|
|
|
10,957
|
|
|
(31
|
)
|
|
54,199
|
|
||||||
Equity in earnings of subsidiaries
|
88,184
|
|
|
—
|
|
|
3,486
|
|
|
—
|
|
|
(91,670
|
)
|
|
—
|
|
||||||
Equity in earnings of equity investees
|
—
|
|
|
—
|
|
|
34,180
|
|
|
—
|
|
|
—
|
|
|
34,180
|
|
||||||
Interest (expense) income, net
|
(37,079
|
)
|
|
—
|
|
|
7,601
|
|
|
(7,642
|
)
|
|
—
|
|
|
(37,120
|
)
|
||||||
Other income/(expense), net
|
(19,225
|
)
|
|
—
|
|
|
1,696
|
|
|
—
|
|
|
—
|
|
|
(17,529
|
)
|
||||||
Income before income taxes
|
31,880
|
|
|
—
|
|
|
90,236
|
|
|
3,315
|
|
|
(91,701
|
)
|
|
33,730
|
|
||||||
Income tax expense
|
—
|
|
|
—
|
|
|
(1,934
|
)
|
|
84
|
|
|
—
|
|
|
(1,850
|
)
|
||||||
NET INCOME
|
$
|
31,880
|
|
|
$
|
—
|
|
|
$
|
88,302
|
|
|
$
|
3,399
|
|
|
$
|
(91,701
|
)
|
|
$
|
31,880
|
|
|
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:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pipeline transportation services
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
31,477
|
|
|
$
|
12,635
|
|
|
$
|
—
|
|
|
$
|
44,112
|
|
Refinery services
|
—
|
|
|
—
|
|
|
103,424
|
|
|
10,645
|
|
|
(7,075
|
)
|
|
106,994
|
|
||||||
Marine transportation
|
—
|
|
|
—
|
|
|
112,241
|
|
|
—
|
|
|
—
|
|
|
112,241
|
|
||||||
Supply and logistics
|
—
|
|
|
—
|
|
|
1,771,421
|
|
|
—
|
|
|
—
|
|
|
1,771,421
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
2,018,563
|
|
|
23,280
|
|
|
(7,075
|
)
|
|
2,034,768
|
|
||||||
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Supply and logistics costs
|
—
|
|
|
—
|
|
|
1,748,749
|
|
|
—
|
|
|
—
|
|
|
1,748,749
|
|
||||||
Marine transportation costs
|
—
|
|
|
—
|
|
|
72,679
|
|
|
—
|
|
|
—
|
|
|
72,679
|
|
||||||
Refinery services operating costs
|
—
|
|
|
—
|
|
|
61,990
|
|
|
10,058
|
|
|
(7,705
|
)
|
|
64,343
|
|
||||||
Pipeline transportation operating costs
|
—
|
|
|
—
|
|
|
15,408
|
|
|
453
|
|
|
—
|
|
|
15,861
|
|
||||||
General and administrative
|
—
|
|
|
—
|
|
|
26,706
|
|
|
—
|
|
|
—
|
|
|
26,706
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
38,511
|
|
|
1,260
|
|
|
—
|
|
|
39,771
|
|
||||||
Total costs and expenses
|
—
|
|
|
—
|
|
|
1,964,043
|
|
|
11,771
|
|
|
(7,705
|
)
|
|
1,968,109
|
|
||||||
OPERATING INCOME
|
—
|
|
|
—
|
|
|
54,520
|
|
|
11,509
|
|
|
630
|
|
|
66,659
|
|
||||||
Equity in earnings of subsidiaries
|
77,793
|
|
|
—
|
|
|
3,572
|
|
|
—
|
|
|
(81,365
|
)
|
|
—
|
|
||||||
Equity in earnings of equity investees
|
—
|
|
|
—
|
|
|
12,740
|
|
|
—
|
|
|
—
|
|
|
12,740
|
|
||||||
Interest (expense) income, net
|
(26,870
|
)
|
|
—
|
|
|
7,898
|
|
|
(7,901
|
)
|
|
—
|
|
|
(26,873
|
)
|
||||||
Income before income taxes
|
50,923
|
|
|
—
|
|
|
78,730
|
|
|
3,608
|
|
|
(80,735
|
)
|
|
52,526
|
|
||||||
Income tax benefit (expense)
|
—
|
|
|
—
|
|
|
(1,477
|
)
|
|
(126
|
)
|
|
—
|
|
|
(1,603
|
)
|
||||||
NET INCOME
|
$
|
50,923
|
|
|
$
|
—
|
|
|
$
|
77,253
|
|
|
$
|
3,482
|
|
|
$
|
(80,735
|
)
|
|
$
|
50,923
|
|
|
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
|
$
|
(30,856
|
)
|
|
$
|
—
|
|
|
$
|
145,231
|
|
|
$
|
2,233
|
|
|
$
|
(45,506
|
)
|
|
$
|
71,102
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Payments to acquire fixed and intangible assets
|
—
|
|
|
—
|
|
|
(240,646
|
)
|
|
—
|
|
|
—
|
|
|
(240,646
|
)
|
||||||
Cash distributions received from equity investees - return of investment
|
71,787
|
|
|
—
|
|
|
11,490
|
|
|
—
|
|
|
(71,787
|
)
|
|
11,490
|
|
||||||
Investments in equity investees
|
(197,722
|
)
|
|
—
|
|
|
(1,750
|
)
|
|
—
|
|
|
197,722
|
|
|
(1,750
|
)
|
||||||
Repayments on loan to non-guarantor subsidiary
|
—
|
|
|
—
|
|
|
2,692
|
|
|
—
|
|
|
(2,692
|
)
|
|
—
|
|
||||||
Proceeds from asset sales
|
—
|
|
|
—
|
|
|
2,228
|
|
|
—
|
|
|
—
|
|
|
2,228
|
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
(729
|
)
|
|
—
|
|
|
—
|
|
|
(729
|
)
|
||||||
Net cash provided by (used) in investing activities
|
(125,935
|
)
|
|
—
|
|
|
(226,715
|
)
|
|
—
|
|
|
123,243
|
|
|
(229,407
|
)
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Borrowings on senior secured credit facility
|
550,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
550,500
|
|
||||||
Repayments on senior secured credit facility
|
(515,700
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(515,700
|
)
|
||||||
Proceeds from issuance of senior unsecured notes
|
400,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
400,000
|
|
||||||
Repayment of senior unsecured notes
|
(350,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(350,000
|
)
|
||||||
Debt issuance costs
|
(8,418
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,418
|
)
|
||||||
Issuance of common units for cash, net
|
197,722
|
|
|
—
|
|
|
197,722
|
|
|
—
|
|
|
(197,722
|
)
|
|
197,722
|
|
||||||
Distributions to partners/owners
|
(117,316
|
)
|
|
—
|
|
|
(117,316
|
)
|
|
—
|
|
|
117,316
|
|
|
(117,316
|
)
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
774
|
|
|
(2,669
|
)
|
|
2,669
|
|
|
774
|
|
||||||
Net cash provided by (used in) financing activities
|
156,788
|
|
|
—
|
|
|
81,180
|
|
|
(2,669
|
)
|
|
(77,737
|
)
|
|
157,562
|
|
||||||
Net (decrease) increase in cash and cash equivalents
|
(3
|
)
|
|
—
|
|
|
(304
|
)
|
|
(436
|
)
|
|
—
|
|
|
(743
|
)
|
||||||
Cash and cash equivalents at beginning of period
|
9
|
|
|
—
|
|
|
8,310
|
|
|
1,143
|
|
|
—
|
|
|
9,462
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
8,006
|
|
|
$
|
707
|
|
|
$
|
—
|
|
|
$
|
8,719
|
|
|
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
|
$
|
(175,807
|
)
|
|
$
|
—
|
|
|
$
|
351,163
|
|
|
$
|
2,672
|
|
|
$
|
(72,831
|
)
|
|
$
|
105,197
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Payments to acquire fixed and intangible assets
|
—
|
|
|
—
|
|
|
(240,994
|
)
|
|
—
|
|
|
—
|
|
|
(240,994
|
)
|
||||||
Cash distributions received from equity investees - return of investment
|
23,385
|
|
|
—
|
|
|
6,173
|
|
|
—
|
|
|
(23,385
|
)
|
|
6,173
|
|
||||||
Investments in equity investees
|
—
|
|
|
—
|
|
|
(14,826
|
)
|
|
—
|
|
|
—
|
|
|
(14,826
|
)
|
||||||
Repayments on loan to non-guarantor subsidiary
|
—
|
|
|
—
|
|
|
2,433
|
|
|
—
|
|
|
(2,433
|
)
|
|
—
|
|
||||||
Proceeds from asset sales
|
—
|
|
|
—
|
|
|
133
|
|
|
—
|
|
|
—
|
|
|
133
|
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
(2,635
|
)
|
|
—
|
|
|
—
|
|
|
(2,635
|
)
|
||||||
Net cash used in investing activities
|
23,385
|
|
|
—
|
|
|
(249,716
|
)
|
|
—
|
|
|
(25,818
|
)
|
|
(252,149
|
)
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Borrowings on senior secured credit facility
|
1,181,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,181,200
|
|
||||||
Repayments on senior secured credit facility
|
(1,271,800
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,271,800
|
)
|
||||||
Proceeds from issuance of senior unsecured notes
|
350,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
350,000
|
|
||||||
Debt issuance costs
|
(10,752
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,752
|
)
|
||||||
Issuance of common units for cash, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Distributions to partners/owners
|
(96,236
|
)
|
|
—
|
|
|
(96,236
|
)
|
|
—
|
|
|
96,236
|
|
|
(96,236
|
)
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,413
|
)
|
|
2,413
|
|
|
—
|
|
||||||
Net cash provided by (used in) financing activities
|
152,412
|
|
|
—
|
|
|
(96,236
|
)
|
|
(2,413
|
)
|
|
98,649
|
|
|
152,412
|
|
||||||
Net (decrease) increase in cash and cash equivalents
|
(10
|
)
|
|
—
|
|
|
5,211
|
|
|
259
|
|
|
—
|
|
|
5,460
|
|
||||||
Cash and cash equivalents at beginning of period
|
20
|
|
|
—
|
|
|
8,050
|
|
|
796
|
|
|
—
|
|
|
8,866
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
13,261
|
|
|
$
|
1,055
|
|
|
$
|
—
|
|
|
$
|
14,326
|
|
•
|
Overview
|
•
|
Segment Reporting Change
|
•
|
Financial Measures
|
•
|
Results of Operations
|
•
|
Liquidity and Capital Resources
|
•
|
Commitments and Off-Balance Sheet Arrangements
|
•
|
Forward Looking Statements
|
|
Three Months Ended
June 30, |
||||||
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Net income
|
$
|
11,665
|
|
|
$
|
21,148
|
|
Depreciation and amortization
|
28,205
|
|
|
20,491
|
|
||
Cash received from direct financing leases not included in income
|
1,405
|
|
|
1,371
|
|
||
Cash effects of sales of certain assets
|
460
|
|
|
61
|
|
||
Effects of distributable cash generated by equity method investees not included in income
|
7,038
|
|
|
7,808
|
|
||
Cash effects of legacy stock appreciation rights plan
|
(91
|
)
|
|
(127
|
)
|
||
Non-cash legacy stock appreciation rights plan expense
|
(468
|
)
|
|
322
|
|
||
Expenses related to acquiring or constructing growth capital assets
|
1,992
|
|
|
418
|
|
||
Unrealized loss (gain) on derivative transactions excluding fair value hedges, net of changes in inventory value
|
290
|
|
|
2,724
|
|
||
Maintenance capital utilized
|
(746
|
)
|
|
(178
|
)
|
||
Non-cash tax expense
|
642
|
|
|
512
|
|
||
Loss on debt extinguishment
|
19,225
|
|
|
—
|
|
||
Other items, net
|
(831
|
)
|
|
942
|
|
||
Available Cash before Reserves
|
$
|
68,786
|
|
|
$
|
55,492
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
Onshore pipeline transportation
|
$
|
14,363
|
|
|
$
|
16,531
|
|
|
$
|
28,686
|
|
|
$
|
31,220
|
|
Offshore pipeline transportation
|
25,100
|
|
|
11,435
|
|
|
50,298
|
|
|
24,838
|
|
||||
Refinery services
|
20,221
|
|
|
21,627
|
|
|
39,381
|
|
|
42,499
|
|
||||
Marine transportation
|
27,225
|
|
|
18,978
|
|
|
52,918
|
|
|
39,435
|
|
||||
Supply and logistics
|
11,658
|
|
|
14,110
|
|
|
21,405
|
|
|
22,040
|
|
||||
Total Segment Margin
|
$
|
98,567
|
|
|
$
|
82,681
|
|
|
$
|
192,688
|
|
|
$
|
160,032
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Segment Margin
|
$
|
98,567
|
|
|
$
|
82,681
|
|
|
$
|
192,688
|
|
|
$
|
160,032
|
|
Corporate general and administrative expenses
|
(13,953
|
)
|
|
(13,789
|
)
|
|
(26,252
|
)
|
|
(24,850
|
)
|
||||
Depreciation and amortization
|
(28,205
|
)
|
|
(20,491
|
)
|
|
(55,330
|
)
|
|
(39,771
|
)
|
||||
Interest expense
|
(17,905
|
)
|
|
(14,069
|
)
|
|
(37,120
|
)
|
|
(26,873
|
)
|
||||
Adjustment to exclude distributable cash generated by equity investees not included in income and include equity in investees net income
(1)
|
(7,038
|
)
|
|
(7,808
|
)
|
|
(17,421
|
)
|
|
(13,585
|
)
|
||||
Non-cash items not included in Segment Margin
|
1,771
|
|
|
(3,043
|
)
|
|
(843
|
)
|
|
282
|
|
||||
Cash payments from direct financing leases in excess of earnings
|
(1,405
|
)
|
|
(1,371
|
)
|
|
(2,767
|
)
|
|
(2,709
|
)
|
||||
Loss on debt extinguishment
|
(19,225
|
)
|
|
—
|
|
|
(19,225
|
)
|
|
—
|
|
||||
Income tax expense
|
(942
|
)
|
|
(962
|
)
|
|
(1,850
|
)
|
|
(1,603
|
)
|
||||
Net income
|
$
|
11,665
|
|
|
$
|
21,148
|
|
|
$
|
31,880
|
|
|
$
|
50,923
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
Crude oil tariffs and revenues from direct financing leases - onshore crude oil pipelines
|
$
|
10,195
|
|
|
$
|
10,643
|
|
|
$
|
20,538
|
|
|
$
|
20,888
|
|
CO2 tariffs and revenues from direct financing leases of CO2 pipelines
|
6,113
|
|
|
6,367
|
|
|
12,476
|
|
|
12,874
|
|
||||
Sales of onshore crude oil pipeline loss allowance volumes
|
1,538
|
|
|
3,645
|
|
|
2,603
|
|
|
4,855
|
|
||||
Onshore pipeline operating costs, excluding non-cash charges for equity-based compensation and other non-cash expenses
|
(5,135
|
)
|
|
(5,777
|
)
|
|
(10,205
|
)
|
|
(10,647
|
)
|
||||
Payments received under direct financing leases not included in income
|
1,405
|
|
|
1,371
|
|
|
2,767
|
|
|
2,709
|
|
||||
Other
|
247
|
|
|
282
|
|
|
507
|
|
|
541
|
|
||||
Segment Margin
|
$
|
14,363
|
|
|
$
|
16,531
|
|
|
$
|
28,686
|
|
|
$
|
31,220
|
|
|
|
|
|
|
|
|
|
||||||||
Volumetric Data (average barrels/day unless otherwise noted):
|
|
|
|
|
|
|
|
||||||||
Onshore crude oil pipelines:
|
|
|
|
|
|
|
|
||||||||
Texas
|
68,407
|
|
|
60,662
|
|
|
71,903
|
|
|
54,769
|
|
||||
Jay
|
18,082
|
|
|
24,337
|
|
|
16,784
|
|
|
26,085
|
|
||||
Mississippi
|
16,824
|
|
|
15,121
|
|
|
15,882
|
|
|
15,150
|
|
||||
Louisiana
(1)
|
10,178
|
|
|
22,435
|
|
|
19,975
|
|
|
13,574
|
|
||||
Onshore crude oil pipelines total
|
113,491
|
|
|
122,555
|
|
|
124,544
|
|
|
109,578
|
|
||||
|
|
|
|
|
|
|
|
||||||||
CO
2
pipeline (average Mcf/day):
|
|
|
|
|
|
|
|
||||||||
Free State
|
167,451
|
|
|
178,500
|
|
|
178,915
|
|
|
185,010
|
|
•
|
Onshore crude oil pipeline loss allowance volumes, collected and sold, resulted in a decrease in segment margin quarter over quarter of
$2.1 million
. This decrease is primarily due to the change in the market price of crude oil between the respective periods. Due to the nature of our tariffs on the Louisiana system, we do not collect or sell pipeline loss allowance volumes on that system.
|
•
|
With respect to our onshore crude oil pipelines, tariff revenues decreased slightly by
$0.4 million
quarter to quarter, primarily due to a net decrease in throughput volumes of
9,064
barrels per day. This was primarily the result of decreased volumes on our Jay and Louisiana pipeline systems. These decreases were partially offset by volume variances on our other onshore pipeline systems. Due to a mix of tariff rates on our onshore pipelines, the impact on onshore crude oil tariffs and revenues from these volume variances largely offset each other. As our Baton Rouge growth projects become completed and operational, we anticipate a ramp up in volumes on our Louisiana pipeline system in future periods.
|
•
|
Although volumes on our Free State CO
2
pipeline system decreased
11,049
Mcf per day, or
6%
, in the
2015
Quarter as compared to the
2014
Quarter, that decrease did not materially affect contributions to Segment Margin by that pipeline. 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 above a base level on our Free State CO
2
pipeline system have a limited impact on Segment Margin.
|
•
|
Onshore crude oil pipeline loss allowance volumes, collected and sold, resulted in a decrease in segment margin quarter over quarter of
$2.3 million
. This decrease is primarily due to the change in the market price of crude oil between the respective periods. Due to the nature of our tariffs on the Louisiana system, we do not collect or sell pipeline loss allowance volumes on that system.
|
•
|
With respect to our onshore crude oil pipelines, tariff revenues decreased slightly by
$0.4 million
quarter to quarter, despite an overall net increase in throughput volumes of
14,966
barrels per day, which was primarily the result of increased volumes on our Texas and Louisiana pipeline systems. These increases were partially offset by volume variances on our other onshore pipeline systems. These variances include a decrease in volumes on our Jay pipeline system, which is primarily attributable to a decrease in volumes entering the pipeline through our Walnut Hill rail facility. Due to a mix of tariff rates on our onshore pipelines, the impact on onshore crude oil tariffs and revenues from these volume variances largely offset each other.
|
•
|
Although volumes on our Free State CO
2
pipeline system decreased
6,095
Mcf per day, or
3%
, in the
first six months
of
2015
as compared to the
first six months
of
2014
, that decrease did not materially affect contributions to Segment Margin by that pipeline. 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 above a base level on our Free State CO
2
pipeline system have a limited impact on Segment Margin.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
Offshore Pipeline Transportation Segment Margin
(1)
|
$
|
25,100
|
|
|
$
|
11,435
|
|
|
$
|
50,298
|
|
|
$
|
24,838
|
|
|
|
|
|
|
|
|
|
||||||||
Volumetric Data 100% basis (average barrels/day unless otherwise noted):
|
|
|
|
|
|
|
|
||||||||
Offshore crude oil pipelines:
|
|
|
|
|
|
|
|
||||||||
CHOPS
|
166,735
|
|
|
169,371
|
|
|
169,382
|
|
|
180,288
|
|
||||
Poseidon
|
274,517
|
|
|
201,190
|
|
|
251,913
|
|
|
206,074
|
|
||||
Odyssey
|
51,165
|
|
|
40,492
|
|
|
49,872
|
|
|
42,735
|
|
||||
GOPL
(2)
|
18,709
|
|
|
4,197
|
|
|
12,493
|
|
|
5,814
|
|
||||
SEKCO
(3)
|
70,422
|
|
|
—
|
|
|
46,265
|
|
|
—
|
|
||||
Offshore crude oil pipelines total
|
581,548
|
|
|
415,250
|
|
|
529,925
|
|
|
434,911
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Volumetric Data net to our ownership interest (average barrels/day unless otherwise noted):
|
|
|
|
|
|
|
|
||||||||
Offshore crude oil pipelines:
|
|
|
|
|
|
|
|
||||||||
CHOPS
|
83,368
|
|
|
84,686
|
|
|
84,691
|
|
|
90,144
|
|
||||
Poseidon
|
76,865
|
|
|
56,333
|
|
|
70,536
|
|
|
57,701
|
|
||||
Odyssey
|
14,838
|
|
|
11,743
|
|
|
14,463
|
|
|
12,393
|
|
||||
GOPL
(2)
|
18,709
|
|
|
4,197
|
|
|
12,493
|
|
|
5,814
|
|
||||
SEKCO
(3)
|
35,211
|
|
|
—
|
|
|
23,133
|
|
|
—
|
|
||||
Offshore crude oil pipelines total
|
228,991
|
|
|
156,959
|
|
|
205,316
|
|
|
166,052
|
|
(1)
|
Offshore Pipeline Transportation segment margin includes approximately $25 million and $50 million of distributions received from our offshore pipeline joint ventures accounted for under the equity method of accounting for the three months and six months ended June 30, 2015, respectively. Segment Margin for the three months and six months ended June 30, 2014 include $12 million and $25 million in similar distributions from our offshore pipeline joint ventures, respectively.
|
(2)
|
Includes 100% of our undivided joint interest ownership in GOPL.
|
(3)
|
Our SEKCO pipeline was completed in June of 2014. Under the terms of SEKCO’s transportation arrangements, its shippers commenced making minimum monthly payments at that time, even though they did not commence throughput of crude until January 2015. Volumes reported for the six months ended June 30, 2015 for SEKCO reflect the gradual commencement of throughput beginning in January of 2015.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Volumes sold (in Dry short tons "DST"):
|
|
|
|
|
|
|
|
||||||||
NaHS volumes
|
32,503
|
|
|
37,607
|
|
|
64,933
|
|
|
78,509
|
|
||||
NaOH (caustic soda) volumes
|
22,130
|
|
|
24,066
|
|
|
43,316
|
|
|
48,099
|
|
||||
Total
|
54,633
|
|
|
61,673
|
|
|
108,249
|
|
|
126,608
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Revenues (in thousands):
|
|
|
|
|
|
|
|
||||||||
NaHS revenues
|
$
|
36,082
|
|
|
$
|
41,162
|
|
|
$
|
71,535
|
|
|
$
|
84,270
|
|
NaOH (caustic soda) revenues
|
11,014
|
|
|
12,642
|
|
|
21,888
|
|
|
24,787
|
|
||||
Other revenues
|
1,690
|
|
|
1,748
|
|
|
3,798
|
|
|
3,602
|
|
||||
Total external segment revenues
|
$
|
48,786
|
|
|
$
|
55,552
|
|
|
$
|
97,221
|
|
|
$
|
112,659
|
|
|
|
|
|
|
|
|
|
||||||||
Segment Margin (in thousands)
|
$
|
20,221
|
|
|
$
|
21,627
|
|
|
$
|
39,381
|
|
|
$
|
42,499
|
|
|
|
|
|
|
|
|
|
||||||||
Average index price for NaOH per DST
(1)
|
$
|
577
|
|
|
$
|
595
|
|
|
$
|
583
|
|
|
$
|
587
|
|
Raw material and processing costs as % of segment revenues
|
42
|
%
|
|
42
|
%
|
|
42
|
%
|
|
43
|
%
|
•
|
NaHS revenues
decreased
12%
due primarily to a decrease in volumes. That decrease primarily resulted from lower total volumes than the
2014
Quarter attributable to the bankruptcy of one mining customer, reduced sales to a major customer as they work through an atypical ore seam as a result of a landslide, and certain sales foregone as a result of supply interruptions at one of our major processing facilities.
|
•
|
We were able to realize benefits from our favorable management of the purchasing (including economies of scale) and utilization of caustic soda in our (and our customers') operations and our logistics management capabilities, which somewhat offset the effects on Segment Margin of decreased NaHS sales volumes.
|
•
|
Caustic soda revenues decreased
13%
primarily due to a reduction in our sales volumes, as well as a decrease in our sales price for caustic soda. Although caustic sales volumes may fluctuate, the contribution to Segment Margin from these sales is not a significant portion of our refinery services activities.
|
•
|
Average index prices for caustic soda
decreased
to
$577
per DST in the
2015
Quarter compared to
$595
per DST during the
2014
Quarter. 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 soda on our operating costs.
|
•
|
NaHS revenues
decreased
15%
primarily due to a decrease in volumes. That decrease primarily resulted from lower total volumes than the year earlier period attributable to the bankruptcy of one mining customer, reduced sales to a major customer as they work through an atypical ore seam as a result of a landslide, and certain sales foregone as a result of supply interruptions at one of our major processing facilities. Additionally, timing of certain bulk deliveries to our South American customers was a factor in decreased volumes for the six months ended between
June 30, 2015
and
June 30, 2014
.
|
•
|
We were able to realize benefits from our favorable management of the purchasing (including economies of scale) and utilization of caustic soda in our (and our customers') operations and our logistics management capabilities, which somewhat offset the effects on Segment Margin of decreased NaHS sales volumes.
|
•
|
Caustic soda revenues decreased
12%
due to a reduction in our sales volumes, as well as a decrease in our sales price for caustic soda. Although caustic sales volumes may fluctuate, the contribution to Segment Margin from these sales is not a significant portion of our refinery services activities.
|
•
|
Average index prices for caustic soda
decreased
to
$583
per DST in the
first six months
of
2015
compared to
$587
per DST during the
first six months
of
2014
. 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 soda on our operating costs.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Revenues (in thousands):
|
|
|
|
|
|
|
|
||||||||
Inland freight revenues
|
$
|
24,612
|
|
|
$
|
22,574
|
|
|
$
|
47,997
|
|
|
$
|
44,297
|
|
Offshore freight revenues
|
25,670
|
|
|
18,805
|
|
|
50,278
|
|
|
38,761
|
|
||||
Other rebill revenues
(1)
|
12,312
|
|
|
14,569
|
|
|
21,690
|
|
|
29,183
|
|
||||
Total segment revenues
|
$
|
62,594
|
|
|
$
|
55,948
|
|
|
$
|
119,965
|
|
|
$
|
112,241
|
|
|
|
|
|
|
|
|
|
||||||||
Operating costs, excluding non-cash charges for equity-based compensation and other non-cash expenses
|
$
|
35,369
|
|
|
$
|
36,970
|
|
|
$
|
67,047
|
|
|
$
|
72,806
|
|
|
|
|
|
|
|
|
|
||||||||
Segment Margin (in thousands)
|
$
|
27,225
|
|
|
$
|
18,978
|
|
|
$
|
52,918
|
|
|
$
|
39,435
|
|
|
|
|
|
|
|
|
|
||||||||
Fleet Utilization:
(2)
|
|
|
|
|
|
|
|
||||||||
Inland Barge Utilization
|
99.4
|
%
|
|
97.4
|
%
|
|
97.8
|
%
|
|
98.0
|
%
|
||||
Offshore Barge Utilization
|
99.7
|
%
|
|
99.8
|
%
|
|
99.8
|
%
|
|
99.9
|
%
|
•
|
utilizing the fleet of trucks, trailers and railcars owned or leased by our supply and logistics segment to transport products (primarily crude oil and petroleum products) for customers;
|
•
|
utilizing various modes of transportation owned by third parties and us to transport products (primarily crude oil and petroleum products) for our own account to take advantage of logistical opportunities primarily in the Gulf Coast states and waterways;
|
•
|
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;
|
•
|
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;
|
•
|
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.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
Supply and logistics revenue
|
$
|
527,218
|
|
|
$
|
883,108
|
|
|
$
|
930,722
|
|
|
$
|
1,771,421
|
|
Crude oil and petroleum products costs, excluding unrealized gains and losses from derivative transactions
|
(491,836
|
)
|
|
(841,547
|
)
|
|
(860,691
|
)
|
|
(1,694,589
|
)
|
||||
Operating costs, excluding non-cash charges for equity-based compensation and other non-cash expenses
|
(23,926
|
)
|
|
(27,658
|
)
|
|
(48,835
|
)
|
|
(54,594
|
)
|
||||
Other
|
202
|
|
|
207
|
|
|
209
|
|
|
(198
|
)
|
||||
Segment Margin
|
$
|
11,658
|
|
|
$
|
14,110
|
|
|
$
|
21,405
|
|
|
$
|
22,040
|
|
|
|
|
|
|
|
|
|
||||||||
Volumetric Data (average barrels per day):
|
|
|
|
|
|
|
|
||||||||
Crude oil and petroleum products sales:
|
|
|
|
|
|
|
|
||||||||
Total crude oil and petroleum products sales
|
100,054
|
|
|
96,443
|
|
|
97,148
|
|
|
98,631
|
|
||||
Rail load/unload volumes
(1)
|
18,709
|
|
|
28,356
|
|
|
17,067
|
|
|
27,488
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
General and administrative expenses not separately identified below:
|
|
|
|
|
|
|
|
||||||||
Corporate
|
$
|
10,643
|
|
|
$
|
11,147
|
|
|
$
|
20,314
|
|
|
$
|
18,897
|
|
Segment
|
874
|
|
|
892
|
|
|
1,779
|
|
|
1,822
|
|
||||
Equity-based compensation plan expense
|
1,323
|
|
|
2,239
|
|
|
3,551
|
|
|
4,785
|
|
||||
Third party costs related to business development activities and growth projects
|
1,992
|
|
|
418
|
|
|
2,409
|
|
|
1,202
|
|
||||
Total general and administrative expenses
|
$
|
14,832
|
|
|
$
|
14,696
|
|
|
$
|
28,053
|
|
|
$
|
26,706
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
Depreciation expense
|
$
|
22,512
|
|
|
$
|
16,409
|
|
|
$
|
44,549
|
|
|
$
|
31,686
|
|
Amortization of intangible assets
|
4,154
|
|
|
3,147
|
|
|
8,191
|
|
|
6,292
|
|
||||
Amortization of CO
2
volumetric production payments
|
1,539
|
|
|
935
|
|
|
2,590
|
|
|
1,793
|
|
||||
Total depreciation and amortization expense
|
$
|
28,205
|
|
|
$
|
20,491
|
|
|
$
|
55,330
|
|
|
$
|
39,771
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
Interest expense, credit facility (including commitment fees)
|
$
|
4,019
|
|
|
$
|
4,344
|
|
|
$
|
8,166
|
|
|
$
|
8,172
|
|
Interest expense, senior unsecured notes
|
16,718
|
|
|
14,437
|
|
|
33,562
|
|
|
26,359
|
|
||||
Amortization of debt issuance costs and premium
|
1,303
|
|
|
1,216
|
|
|
2,550
|
|
|
2,320
|
|
||||
Capitalized interest
|
(4,135
|
)
|
|
(5,928
|
)
|
|
(7,158
|
)
|
|
(9,978
|
)
|
||||
Net interest expense
|
$
|
17,905
|
|
|
$
|
14,069
|
|
|
$
|
37,120
|
|
|
$
|
26,873
|
|
•
|
Working capital, primarily inventories;
|
•
|
Routine operating expenses;
|
•
|
Capital growth and maintenance projects;
|
•
|
Acquisitions of assets or businesses;
|
•
|
Payments related to servicing outstanding debt; and
|
•
|
Quarterly cash distributions to our unitholders.
|
|
Six Months Ended
June 30, |
||||||
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Capital expenditures for fixed and intangible assets:
|
|
|
|
||||
Maintenance capital expenditures:
|
|
|
|
||||
Onshore pipeline transportation assets
|
$
|
2,776
|
|
|
$
|
1,119
|
|
Offshore pipeline transportation assets
|
389
|
|
|
900
|
|
||
Refinery services assets
|
1,411
|
|
|
409
|
|
||
Marine transportation assets
|
18,968
|
|
|
1,800
|
|
||
Supply and logistics assets
|
5,206
|
|
|
115
|
|
||
Information technology systems
|
175
|
|
|
—
|
|
||
Total maintenance capital expenditures
|
28,925
|
|
|
4,343
|
|
||
Growth capital expenditures:
|
|
|
|
||||
Onshore pipeline transportation assets
|
106,708
|
|
|
26,622
|
|
||
Refinery services assets
|
39
|
|
|
490
|
|
||
Marine transportation assets
|
8,694
|
|
|
46,236
|
|
||
Supply and logistics assets
|
87,420
|
|
|
152,535
|
|
||
Information technology systems
|
906
|
|
|
358
|
|
||
Total growth capital expenditures
|
203,767
|
|
|
226,241
|
|
||
Total capital expenditures for fixed and intangible assets
|
232,692
|
|
|
230,584
|
|
||
Capital expenditures related to equity investees
(1)
|
1,750
|
|
|
12,676
|
|
||
Total capital expenditures
|
$
|
234,442
|
|
|
$
|
243,260
|
|
(1)
|
the financial performance of our assets;
|
(2)
|
our operating performance;
|
(3)
|
the viability of potential projects, including our cash and overall return on alternative capital investments as compared to those of other companies in the midstream energy industry;
|
(4)
|
the ability of our assets to generate cash sufficient to satisfy certain non-discretionary cash requirements, including interest payments and certain maintenance capital requirements; and
|
(5)
|
our ability to make certain discretionary payments, such as distributions on our units, growth capital expenditures, certain maintenance capital expenditures and early payments of indebtedness.
|
•
|
demand for, the supply of, our assumptions about, changes in forecast data for, and price trends related to crude oil, liquid petroleum, NaHS, caustic soda and CO
2
, all of which may be affected by economic activity, capital expenditures by energy producers, weather, alternative energy sources, international events, conservation and technological advances;
|
•
|
throughput levels and rates;
|
•
|
changes in, or challenges to, our tariff rates;
|
•
|
our ability to successfully identify and close strategic acquisitions on acceptable terms (including obtaining third-party consents and waivers of preferential rights), develop or construct energy infrastructure assets, make cost saving changes in operations and integrate acquired assets or businesses into our existing operations;
|
•
|
service interruptions in our pipeline transportation systems and processing operations;
|
•
|
shutdowns or cutbacks at refineries, petrochemical plants, utilities or other businesses for which we transport crude oil, petroleum or other products or to whom we sell such products;
|
•
|
risks inherent in marine transportation and vessel operation, including accidents and discharge of pollutants;
|
•
|
changes in laws and regulations to which we are subject, including tax withholding issues, accounting pronouncements, and safety, environmental and employment laws and regulations;
|
•
|
the effects of production declines and the effects of future laws and government regulation;
|
•
|
planned capital expenditures and availability of capital resources to fund capital expenditures;
|
•
|
our inability to borrow or otherwise access funds needed for operations, expansions or capital expenditures as a result of our credit agreement and the indentures governing our notes, which contain various affirmative and negative covenants;
|
•
|
loss of key personnel;
|
•
|
cash from operations that we generate could decrease or fail to meet expectations, either of which could reduce our ability to pay quarterly cash distributions at the current level or continue to increase quarterly cash distributions in the future;
|
•
|
an increase in the competition that our operations encounter;
|
•
|
cost and availability of insurance;
|
•
|
hazards and operating risks that may not be covered fully by insurance;
|
•
|
our financial and commodity hedging arrangements
|
•
|
changes in global economic conditions, including capital and credit markets conditions, inflation and interest rates;
|
•
|
natural disasters, accidents or terrorism;
|
•
|
changes in the financial condition of customers or counterparties;
|
•
|
adverse rulings, judgments, or settlements in litigation or other legal or tax matters;
|
•
|
the treatment of us as a corporation for federal income tax purposes or if we become subject to entity-level taxation for state tax purposes; and
|
•
|
the potential that our internal controls may not be adequate, weaknesses may be discovered or remediation of any identified weaknesses may not be successful and the impact these could have on our unit price.
|
•
|
requiring us to use a substantial portion of our cash flow from operations to service our indebtedness, which would reduce the available cash flow to fund working capital, capital expenditures, development projects and other general partnership purposes and reduce cash available for distributions;
|
•
|
limiting our ability to obtain additional financing to fund our working capital needs, acquisition, capital expenditures or other debt service requirements or for other purposes;
|
•
|
increasing the costs of incurring additional debt;
|
•
|
limiting our ability to compete with other companies that are not as highly leveraged, as we may be less capable of responding to adverse economic and industry conditions;
|
•
|
restricting the way in which we conduct our business because of financial and operating covenants in the agreements governing our existing and future indebtedness;
|
•
|
exposing us to potential events of default (if not cured or waived) under covenants contained in our debt instruments that could have a material adverse effect on our business, financial condition and operating results; and
|
•
|
limiting our ability to react to changing market conditions in our industry
|
•
|
the failure to realize expected profitability, growth or accretion;
|
•
|
environmental or regulatory compliance matters or liabilities;
|
•
|
title or permit issues;
|
•
|
the incurrence of significant charges, such as impairment of goodwill or other intangible assets, asset devaluation or restructuring charges; and
|
•
|
the incurrence of unanticipated liabilities and costs for which indemnification is unavailable or inadequate
|
|
2.1
|
|
Purchase and Sale Agreement, dated July 16, 2015, by and between Genesis Energy, L.P. and Enterprise Products Operating, LLC (incorporated by reference to Exhibit 2.1 to Form 8-K/A dated July 16, 2015, 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 to Registration Statement on Form S-1, File No. 333-11545).
|
|
3.2
|
|
Amendment to the Certificate of Limited Partnership of Genesis Energy, L.P. (incorporated by reference to Exhibit 3.2 to Form 10-Q for the quarterly period ended June 30, 2011, File No. 011-12295).
|
|
3.3
|
|
Fifth Amended and Restated Agreement of Limited Partnership of Genesis Energy, L.P. (incorporated by reference to Exhibit 3.1 to Form 8-K dated January 3, 2011, File No. 001-12295).
|
|
3.4
|
|
Certificate of Conversion of Genesis Energy, Inc. a Delaware corporation, into Genesis Energy, LLC, a Delaware limited liability company (incorporated by reference to Exhibit 3.1 to Form 8-K dated January 7, 2009, File No. 001-12295).
|
|
3.5
|
|
Certificate of Formation of Genesis Energy, LLC (formerly Genesis Energy, Inc.) (incorporated by reference to Exhibit 3.2 to Form 8-K dated January 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 Form 10-K for the year ended December 31, 2007, File No. 001-12295).
|
|
4.2
|
|
Indenture, dated May 21, 2015, 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 4.1 to Form 8-K dated May 21, 2015, File No. 001-12295).
|
|
4.3
|
|
Supplemental Indenture for 6.000% Senior Notes due 2023, dated as of May 21, 2015, among Genesis Energy, L.P., Genesis Energy Finance Corporation, the Guarantors named therein and U.S. Bank National Association, as trustee (including the form of the Notes) (incorporated by reference to Exhibit 4.2 to Form 8-K dated May 21, 2015, File No. 001-12295).
|
*
|
4.4
|
|
Second Supplemental Indenture for 6.000% Senior Notes due 2023, dated as of June 26, 2015, among Genesis Energy, L.P., Genesis Energy Finance Corporation, the Guarantors named therein and U.S. Bank National Association, as trustee.
|
*
|
4.5
|
|
Third Supplemental Indenture for 6.000% Senior Notes due 2023, dated as of July 15, 2015, among Genesis Energy, L.P., Genesis Energy Finance Corporation, the Guarantors named therein and U.S. Bank National Association, as trustee.
|
*
|
4.6
|
|
Seventh Supplemental Indenture for 5.625% Senior Notes due 2024, dated as of June 26, 2015, among Genesis Energy, L.P., Genesis Energy Finance Corporation, the Guarantors named therein and U.S. Bank National Association, as trustee.
|
*
|
4.7
|
|
Eighth Supplemental Indenture for 5.625% Senior Notes due 2024, dated as of July 15, 2015, among Genesis Energy, L.P., Genesis Energy Finance Corporation, the Guarantors named therein and U.S. Bank National Association, as trustee.
|
*
|
4.8
|
|
Eighth Supplemental Indenture for 5.75% Senior Notes due 2021, dated as of June 26, 2015, among Genesis Energy, L.P., Genesis Energy Finance Corporation, the Guarantors named therein and U.S. Bank National Association, as trustee.
|
*
|
4.9
|
|
Ninth Supplemental Indenture for 5.75% Senior Notes due 2021, dated as of July 15, 2015, among Genesis Energy, L.P., Genesis Energy Finance Corporation, the Guarantors named therein and U.S. Bank National Association, as trustee.
|
|
4.10
|
|
Fourth Supplemental Indenture for 6.75% Senior Notes due 2022, dated as of July 23, 2015, 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 Form 8-K dated July 28, 2015, File No. 001-12295)
|
*
|
31.1
|
|
Certification by Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
|
*
|
31.2
|
|
Certification by Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
|
*
|
32
|
|
Certification by Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934.
|
*
|
101.INS
|
|
XBRL Instance Document
|
*
|
101.SCH
|
|
XBRL Schema Document
|
*
|
101.CAL
|
|
XBRL Calculation Linkbase Document
|
*
|
101.LAB
|
|
XBRL Label Linkbase Document
|
*
|
101.PRE
|
|
XBRL Presentation Linkbase Document
|
*
|
101.DEF
|
|
XBRL Definition Linkbase Document
|
*
|
Filed herewith
|
|
|
GENESIS ENERGY, L.P.
(A Delaware Limited Partnership)
|
|
|
|
|
By:
|
GENESIS ENERGY, LLC,
as General Partner
|
Date:
|
July 29, 2015
|
By:
|
/s/ R
OBERT
V. D
EERE
|
|
|
|
Robert V. Deere
|
|
|
|
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/ 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
|
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
|
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
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Genesis Energy, L.P.;
|
2.
|
Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation, and
|
d.
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors:
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
July 29, 2015
|
/s/ Grant E. Sims
|
|
|
Grant E. Sims
|
|
|
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Genesis Energy, L.P.;
|
2.
|
Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation, and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors:
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
July 29, 2015
|
/s/ Robert V. Deere
|
|
|
Robert V. Deere
|
|
|
Chief Financial Officer
|
|
(1)
|
the Partnership’s Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 as amended; and
|
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
|
July 29, 2015
|
/s/ Grant E. Sims
|
|
Grant E. Sims
|
|
Chief Executive Officer,
|
|
Genesis Energy, LLC
|
|
|
July 29, 2015
|
/s/ Robert V. Deere
|
|
Robert V. Deere
|
|
Chief Financial Officer,
|
|
Genesis Energy, LLC
|