|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
|
||
|
March 31, 2016
|
|
December 31, 2015
|
||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
12,311
|
|
|
$
|
10,895
|
|
Accounts receivable - trade, net
|
214,111
|
|
|
219,532
|
|
||
Inventories
|
63,590
|
|
|
43,775
|
|
||
Other
|
36,359
|
|
|
32,114
|
|
||
Total current assets
|
326,371
|
|
|
306,316
|
|
||
FIXED ASSETS, at cost
|
4,476,649
|
|
|
4,310,226
|
|
||
Less: Accumulated depreciation
|
(416,425
|
)
|
|
(378,247
|
)
|
||
Net fixed assets
|
4,060,224
|
|
|
3,931,979
|
|
||
NET INVESTMENT IN DIRECT FINANCING LEASES, net of unearned income
|
138,073
|
|
|
139,728
|
|
||
EQUITY INVESTEES
|
438,700
|
|
|
474,392
|
|
||
INTANGIBLE ASSETS, net of amortization
|
220,786
|
|
|
223,446
|
|
||
GOODWILL
|
325,046
|
|
|
325,046
|
|
||
OTHER ASSETS, net of amortization
|
60,174
|
|
|
58,692
|
|
||
TOTAL ASSETS
|
$
|
5,569,374
|
|
|
$
|
5,459,599
|
|
LIABILITIES AND PARTNERS’ CAPITAL
|
|
|
|
||||
CURRENT LIABILITIES:
|
|
|
|
||||
Accounts payable - trade
|
$
|
115,702
|
|
|
$
|
140,726
|
|
Accrued liabilities
|
141,672
|
|
|
161,410
|
|
||
Total current liabilities
|
257,374
|
|
|
302,136
|
|
||
SENIOR SECURED CREDIT FACILITY
|
1,280,000
|
|
|
1,115,000
|
|
||
SENIOR UNSECURED NOTES
|
1,808,575
|
|
|
1,807,054
|
|
||
DEFERRED TAX LIABILITIES
|
23,286
|
|
|
22,586
|
|
||
OTHER LONG-TERM LIABILITIES
|
216,298
|
|
|
192,072
|
|
||
COMMITMENTS AND CONTINGENCIES (
Note 15
)
|
|
|
|
||||
PARTNERS’ CAPITAL:
|
|
|
|
||||
Common unitholders, 109,979,218 units issued and outstanding at March 31, 2016 and December 31, 2015, respectively
|
1,992,317
|
|
|
2,029,101
|
|
||
Noncontrolling interests
|
(8,476
|
)
|
|
(8,350
|
)
|
||
Total partners' capital
|
1,983,841
|
|
|
2,020,751
|
|
||
TOTAL LIABILITIES AND PARTNERS’ CAPITAL
|
$
|
5,569,374
|
|
|
$
|
5,459,599
|
|
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
REVENUES:
|
|
|
|
||||
Offshore pipeline transportation services
|
76,126
|
|
|
790
|
|
||
Onshore pipeline transportation services
|
18,151
|
|
|
19,068
|
|
||
Refinery services
|
42,536
|
|
|
46,124
|
|
||
Marine transportation
|
52,036
|
|
|
57,371
|
|
||
Supply and logistics
|
189,565
|
|
|
403,504
|
|
||
Total revenues
|
378,414
|
|
|
526,857
|
|
||
COSTS AND EXPENSES:
|
|
|
|
||||
Supply and logistics product costs
|
162,393
|
|
|
370,918
|
|
||
Supply and logistics operating costs
|
18,640
|
|
|
25,239
|
|
||
Marine transportation operating costs
|
33,022
|
|
|
31,594
|
|
||
Refinery services operating costs
|
20,985
|
|
|
27,027
|
|
||
Offshore pipeline transportation operating costs
|
17,934
|
|
|
243
|
|
||
Onshore pipeline transportation operating costs
|
6,736
|
|
|
6,671
|
|
||
General and administrative
|
12,221
|
|
|
13,221
|
|
||
Depreciation and amortization
|
46,635
|
|
|
27,125
|
|
||
Total costs and expenses
|
318,566
|
|
|
502,038
|
|
||
OPERATING INCOME
|
59,848
|
|
|
24,819
|
|
||
Equity in earnings of equity investees
|
10,717
|
|
|
15,519
|
|
||
Interest expense
|
(34,387
|
)
|
|
(19,215
|
)
|
||
Income before income taxes
|
36,178
|
|
|
21,123
|
|
||
Income tax expense
|
(1,001
|
)
|
|
(908
|
)
|
||
NET INCOME
|
35,177
|
|
|
20,215
|
|
||
Net income attributable to noncontrolling interests
|
126
|
|
|
—
|
|
||
NET INCOME ATTRIBUTABLE TO GENESIS ENERGY, L.P.
|
$
|
35,303
|
|
|
$
|
20,215
|
|
NET INCOME PER COMMON UNIT:
|
|
|
|
||||
Basic and Diluted
|
$
|
0.32
|
|
|
$
|
0.21
|
|
WEIGHTED AVERAGE OUTSTANDING COMMON UNITS:
|
|
|
|
||||
Basic and Diluted
|
109,979
|
|
|
95,029
|
|
|
Number of
Common Units
|
|
Partners’ Capital
|
|
Noncontrolling Interest
|
|
Total
|
|||||||
Partners’ capital, January 1, 2016
|
109,979
|
|
|
$
|
2,029,101
|
|
|
$
|
(8,350
|
)
|
|
$
|
2,020,751
|
|
Net income
|
—
|
|
|
35,303
|
|
|
(126
|
)
|
|
35,177
|
|
|||
Cash distributions to partners
|
—
|
|
|
(72,087
|
)
|
|
—
|
|
|
(72,087
|
)
|
|||
Partners' capital, March 31, 2016
|
109,979
|
|
|
$
|
1,992,317
|
|
|
$
|
(8,476
|
)
|
|
$
|
1,983,841
|
|
|
Number of
Common Units
|
|
Partners’ Capital
|
|
Noncontrolling Interest
|
|
Total
|
|||||||
Partners’ capital, January 1, 2015
|
95,029
|
|
|
$
|
1,229,203
|
|
|
$
|
—
|
|
|
$
|
1,229,203
|
|
Net income
|
—
|
|
|
20,215
|
|
|
—
|
|
|
20,215
|
|
|||
Cash distributions to partners
|
—
|
|
|
(56,542
|
)
|
|
—
|
|
|
(56,542
|
)
|
|||
Partners' capital, March 31, 2015
|
95,029
|
|
|
$
|
1,192,876
|
|
|
$
|
—
|
|
|
$
|
1,192,876
|
|
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
||||
Net income
|
$
|
35,177
|
|
|
$
|
20,215
|
|
Adjustments to reconcile net income to net cash provided by operating activities -
|
|
|
|
||||
Depreciation and amortization
|
46,635
|
|
|
27,125
|
|
||
Amortization of debt issuance costs and discount
|
2,441
|
|
|
1,247
|
|
||
Amortization of unearned income and initial direct costs on direct financing leases
|
(3,656
|
)
|
|
(3,805
|
)
|
||
Payments received under direct financing leases
|
5,167
|
|
|
5,167
|
|
||
Equity in earnings of investments in equity investees
|
(10,717
|
)
|
|
(15,519
|
)
|
||
Cash distributions of earnings of equity investees
|
15,543
|
|
|
18,075
|
|
||
Non-cash effect of equity-based compensation plans
|
(1,103
|
)
|
|
3,161
|
|
||
Deferred and other tax liabilities
|
700
|
|
|
608
|
|
||
Unrealized loss on derivative transactions
|
1,651
|
|
|
1,534
|
|
||
Other, net
|
1,335
|
|
|
(1,279
|
)
|
||
Net changes in components of operating assets and liabilities (
Note 12
)
|
(52,067
|
)
|
|
5,936
|
|
||
Net cash provided by operating activities
|
41,106
|
|
|
62,465
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
||||
Payments to acquire fixed and intangible assets
|
(118,252
|
)
|
|
(111,504
|
)
|
||
Cash distributions received from equity investees - return of investment
|
5,788
|
|
|
7,827
|
|
||
Investments in equity investees
|
(1,135
|
)
|
|
(1,750
|
)
|
||
Acquisitions
|
(25,394
|
)
|
|
—
|
|
||
Contributions in aid of construction costs
|
4,088
|
|
|
—
|
|
||
Proceeds from asset sales
|
224
|
|
|
1,768
|
|
||
Other, net
|
130
|
|
|
29
|
|
||
Net cash used in investing activities
|
(134,551
|
)
|
|
(103,630
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
||||
Borrowings on senior secured credit facility
|
319,400
|
|
|
226,200
|
|
||
Repayments on senior secured credit facility
|
(154,400
|
)
|
|
(128,200
|
)
|
||
Distributions to common unitholders
|
(72,087
|
)
|
|
(56,542
|
)
|
||
Other, net
|
1,948
|
|
|
1,383
|
|
||
Net cash provided by financing activities
|
94,861
|
|
|
42,841
|
|
||
Net increase in cash and cash equivalents
|
1,416
|
|
|
1,676
|
|
||
Cash and cash equivalents at beginning of period
|
10,895
|
|
|
9,462
|
|
||
Cash and cash equivalents at end of period
|
$
|
12,311
|
|
|
$
|
11,138
|
|
•
|
Offshore pipeline transportation and processing of crude oil and natural gas in the Gulf of Mexico;
|
•
|
Onshore pipeline transportation of 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");
|
•
|
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
.
|
|
Three Months Ended March 31, 2016
|
||
Revenues
|
$
|
55,600
|
|
Net income
|
$
|
35,352
|
|
|
Three Months Ended
March 31, |
||
Pro forma consolidated financial operating results:
|
2015
|
||
Revenues
|
$
|
604,557
|
|
Net Income Attributable to Genesis Energy L.P.
|
$
|
30,875
|
|
Basic and diluted earnings per unit:
|
|
||
As reported net income per unit
|
$
|
0.21
|
|
Pro forma net income per unit
|
$
|
0.29
|
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
Petroleum products
|
$
|
6,300
|
|
|
$
|
14,235
|
|
Crude oil
|
50,431
|
|
|
22,815
|
|
||
Caustic soda
|
2,906
|
|
|
3,964
|
|
||
NaHS
|
3,953
|
|
|
2,755
|
|
||
Other
|
—
|
|
|
6
|
|
||
Total
|
$
|
63,590
|
|
|
$
|
43,775
|
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
Crude oil pipelines and natural gas pipelines and related assets
|
$
|
2,656,905
|
|
|
$
|
2,501,821
|
|
Machinery and equipment
|
414,707
|
|
|
414,100
|
|
||
Transportation equipment
|
18,323
|
|
|
19,025
|
|
||
Marine vessels
|
803,581
|
|
|
794,508
|
|
||
Land, buildings and improvements
|
46,462
|
|
|
41,202
|
|
||
Office equipment, furniture and fixtures
|
7,869
|
|
|
7,540
|
|
||
Construction in progress
|
481,887
|
|
|
485,575
|
|
||
Other
|
46,915
|
|
|
46,455
|
|
||
Fixed assets, at cost
|
4,476,649
|
|
|
4,310,226
|
|
||
Less: Accumulated depreciation
|
(416,425
|
)
|
|
(378,247
|
)
|
||
Net fixed assets
|
$
|
4,060,224
|
|
|
$
|
3,931,979
|
|
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
Depreciation expense
|
$
|
39,712
|
|
|
$
|
22,037
|
|
ARO liability balance, December 31, 2015
|
$
|
188,662
|
|
AROs arising from the purchase of the remaining interest in Deepwater Gateway
|
10,470
|
|
|
AROs from the consolidation of historical interest in Deepwater Gateway
|
10,470
|
|
|
Accretion expense
|
2,540
|
|
|
Change in estimate
|
817
|
|
|
Settlements
|
(71
|
)
|
|
ARO liability balance, March 31, 2016
|
$
|
212,888
|
|
Remainder of
|
2016
|
$
|
7,982
|
|
|
2017
|
$
|
9,671
|
|
|
2018
|
$
|
7,948
|
|
|
2019
|
$
|
8,464
|
|
|
2020
|
$
|
9,014
|
|
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
Genesis’ share of operating earnings
|
$
|
14,698
|
|
|
$
|
18,260
|
|
Amortization of excess purchase price
|
(3,981
|
)
|
|
(2,741
|
)
|
||
Net equity in earnings
|
$
|
10,717
|
|
|
$
|
15,519
|
|
Distributions received
|
$
|
21,331
|
|
|
$
|
25,902
|
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
BALANCE SHEET DATA:
|
|
|
|
||||
Assets
|
|
|
|
||||
Current assets
|
$
|
37,320
|
|
|
$
|
38,871
|
|
Fixed assets, net
|
378,745
|
|
|
450,108
|
|
||
Other assets
|
1,852
|
|
|
2,040
|
|
||
Total assets
|
$
|
417,917
|
|
|
$
|
491,019
|
|
Liabilities and equity
|
|
|
|
||||
Current liabilities
|
$
|
24,412
|
|
|
$
|
25,308
|
|
Other liabilities
|
217,543
|
|
|
231,032
|
|
||
Equity
|
175,962
|
|
|
234,679
|
|
||
Total liabilities and equity
|
$
|
417,917
|
|
|
$
|
491,019
|
|
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
INCOME STATEMENT DATA:
|
|
|
|
||||
Revenues
|
$
|
45,574
|
|
|
$
|
72,090
|
|
Operating income
|
$
|
28,825
|
|
|
$
|
48,113
|
|
Net income
|
$
|
27,643
|
|
|
$
|
46,917
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Carrying
Value
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Carrying
Value
|
||||||||||||
Refinery Services:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
$
|
94,654
|
|
|
$
|
87,153
|
|
|
$
|
7,501
|
|
|
$
|
94,654
|
|
|
$
|
86,285
|
|
|
$
|
8,369
|
|
Licensing agreements
|
38,678
|
|
|
32,322
|
|
|
6,356
|
|
|
38,678
|
|
|
31,694
|
|
|
6,984
|
|
||||||
Segment total
|
133,332
|
|
|
119,475
|
|
|
13,857
|
|
|
133,332
|
|
|
117,979
|
|
|
15,353
|
|
||||||
Supply & Logistics:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
35,430
|
|
|
32,452
|
|
|
2,978
|
|
|
35,430
|
|
|
32,044
|
|
|
3,386
|
|
||||||
Intangibles associated with lease
|
13,260
|
|
|
4,104
|
|
|
9,156
|
|
|
13,260
|
|
|
3,986
|
|
|
9,274
|
|
||||||
Segment total
|
48,690
|
|
|
36,556
|
|
|
12,134
|
|
|
48,690
|
|
|
36,030
|
|
|
12,660
|
|
||||||
Marine contract intangibles
|
27,000
|
|
|
2,250
|
|
|
24,750
|
|
|
27,000
|
|
|
900
|
|
|
26,100
|
|
||||||
Offshore pipeline contract intangibles
|
158,101
|
|
|
5,547
|
|
|
152,554
|
|
|
158,101
|
|
|
3,467
|
|
|
154,634
|
|
||||||
Other
|
26,151
|
|
|
8,660
|
|
|
17,491
|
|
|
22,819
|
|
|
8,120
|
|
|
14,699
|
|
||||||
Total
|
$
|
393,274
|
|
|
$
|
172,488
|
|
|
$
|
220,786
|
|
|
$
|
389,942
|
|
|
$
|
166,496
|
|
|
$
|
223,446
|
|
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
Amortization of intangible assets
|
$
|
5,992
|
|
|
$
|
4,037
|
|
Remainder of
|
2016
|
$
|
18,322
|
|
|
2017
|
$
|
23,273
|
|
|
2018
|
$
|
21,157
|
|
|
2019
|
$
|
16,830
|
|
|
2020
|
$
|
15,929
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
Principal
|
|
Unamortized Discount and Debt Issuance Costs
(1)
|
|
Net Value
|
|
Principal
|
|
Unamortized Discount and Debt Issuance Costs
(1)
|
|
Net Value
|
||||||||||||
Senior secured credit facility
|
$
|
1,280,000
|
|
|
$
|
—
|
|
|
$
|
1,280,000
|
|
|
$
|
1,115,000
|
|
|
$
|
—
|
|
|
$
|
1,115,000
|
|
6.000% senior unsecured notes
|
400,000
|
|
|
7,558
|
|
|
392,442
|
|
|
400,000
|
|
|
7,825
|
|
|
392,175
|
|
||||||
5.750% senior unsecured notes
|
350,000
|
|
|
4,928
|
|
|
345,072
|
|
|
350,000
|
|
|
5,183
|
|
|
344,817
|
|
||||||
5.625% senior unsecured notes
|
350,000
|
|
|
7,286
|
|
|
342,714
|
|
|
350,000
|
|
|
7,510
|
|
|
342,490
|
|
||||||
6.750% senior unsecured notes
|
750,000
|
|
|
21,653
|
|
|
728,347
|
|
|
750,000
|
|
|
22,428
|
|
|
727,572
|
|
||||||
Total long-term debt
|
$
|
3,130,000
|
|
|
$
|
41,425
|
|
|
$
|
3,088,575
|
|
|
$
|
2,965,000
|
|
|
$
|
42,946
|
|
|
$
|
2,922,054
|
|
(1)
|
In April 2015, the FASB issued guidance that requires the presentation of debt issuance costs in financial statements as a direct reduction of related debt liabilities with amortization of debt issuance costs reported as interest expense. Under current U.S. GAAP standards, debt issuance costs are reported as deferred charges (i.e., as an asset). This guidance is effective for annual periods, and interim periods within those fiscal years, beginning after December 15, 2015 and is to be applied retrospectively upon adoption. Early adoption is permitted, including adoption in an interim period for financial statements that have not been previously issued. Genesis adopted this guidance in the fourth quarter of 2015.
|
Distribution For
|
|
Date Paid
|
|
Per Unit
Amount
|
|
Total
Amount
|
|
||||
2015
|
|
|
|
|
|
|
|
||||
1
st
Quarter
|
|
May 15, 2015
|
|
$
|
0.6100
|
|
|
$
|
60,774
|
|
|
2
nd
Quarter
|
|
August 14, 2015
|
|
$
|
0.6250
|
|
|
$
|
68,737
|
|
|
3
rd
Quarter
|
|
November 13, 2015
|
|
$
|
0.6400
|
|
|
$
|
70,387
|
|
|
4
th
Quarter
|
|
February 12, 2016
|
|
$
|
0.6550
|
|
|
$
|
72,036
|
|
|
2016
|
|
|
|
|
|
|
|
||||
1
st
Quarter
|
|
May 13, 2016
|
|
$
|
0.6725
|
|
|
$
|
73,961
|
|
|
•
|
Offshore Pipeline Transportation – offshore pipeline transportation and processing of crude oil and natural gas in the Gulf of Mexico;
|
•
|
Onshore Pipeline Transportation – transportation of 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;
|
•
|
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
.
|
|
Offshore Pipeline Transportation
|
|
Onshore Pipeline
Transportation
|
|
Refinery
Services
|
|
Marine Transportation
|
|
Supply &
Logistics
|
|
Total
|
||||||||||||
Three Months Ended March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Segment Margin (a)
|
$
|
78,618
|
|
|
$
|
15,677
|
|
|
$
|
21,199
|
|
|
$
|
18,916
|
|
|
$
|
10,471
|
|
|
$
|
144,881
|
|
Capital expenditures (b)
|
$
|
28,825
|
|
|
$
|
45,727
|
|
|
$
|
325
|
|
|
$
|
8,429
|
|
|
$
|
42,852
|
|
|
$
|
126,158
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
External customers
|
$
|
76,126
|
|
|
$
|
14,876
|
|
|
$
|
44,750
|
|
|
$
|
50,660
|
|
|
$
|
192,002
|
|
|
$
|
378,414
|
|
Intersegment (c)
|
—
|
|
|
3,275
|
|
|
(2,214
|
)
|
|
1,376
|
|
|
(2,437
|
)
|
|
—
|
|
||||||
Total revenues of reportable segments
|
$
|
76,126
|
|
|
$
|
18,151
|
|
|
$
|
42,536
|
|
|
$
|
52,036
|
|
|
$
|
189,565
|
|
|
$
|
378,414
|
|
Three Months Ended March 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Segment Margin (a)
|
$
|
25,198
|
|
|
$
|
14,323
|
|
|
$
|
19,160
|
|
|
$
|
25,693
|
|
|
$
|
9,747
|
|
|
$
|
94,121
|
|
Capital expenditures (b)
|
$
|
2,053
|
|
|
$
|
68,591
|
|
|
$
|
1,212
|
|
|
$
|
16,576
|
|
|
$
|
36,776
|
|
|
$
|
125,208
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
External customers
|
$
|
790
|
|
|
$
|
15,831
|
|
|
$
|
48,435
|
|
|
$
|
54,640
|
|
|
$
|
407,161
|
|
|
$
|
526,857
|
|
Intersegment (c)
|
—
|
|
|
3,237
|
|
|
(2,311
|
)
|
|
2,731
|
|
|
(3,657
|
)
|
|
—
|
|
||||||
Total revenues of reportable segments
|
$
|
790
|
|
|
$
|
19,068
|
|
|
$
|
46,124
|
|
|
$
|
57,371
|
|
|
$
|
403,504
|
|
|
$
|
526,857
|
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
Offshore pipeline transportation
|
$
|
2,647,679
|
|
|
$
|
2,623,478
|
|
Onshore pipeline transportation
|
645,791
|
|
|
614,484
|
|
||
Refinery services
|
390,893
|
|
|
394,626
|
|
||
Marine transportation
|
778,042
|
|
|
777,952
|
|
||
Supply and logistics
|
1,051,590
|
|
|
1,000,851
|
|
||
Other assets
|
55,379
|
|
|
48,208
|
|
||
Total consolidated assets
|
5,569,374
|
|
|
5,459,599
|
|
(a)
|
A reconciliation of Segment Margin to net income attributable to Genesis Energy, L.P. 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 contributions to equity investees related to same. In addition to construction of growth projects, capital spending in our offshore pipeline transportation segment included
$1.8 million
during the
three
months ended
March 31, 2015
representing capital contributions to SEKCO, which was an equity investee at that time, to fund our share of the construction costs for its pipeline. We acquired the remaining 50% interest in SEKCO in July 2015.
|
(c)
|
Intersegment sales were conducted under terms that we believe were no more or less favorable than then-existing market conditions.
|
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
Segment Margin
|
$
|
144,881
|
|
|
$
|
94,121
|
|
Corporate general and administrative expenses
|
(11,358
|
)
|
|
(12,299
|
)
|
||
Depreciation and amortization
|
(46,635
|
)
|
|
(27,125
|
)
|
||
Interest expense
|
(34,387
|
)
|
|
(19,215
|
)
|
||
Adjustment to exclude distributable cash generated by equity investees not included in income and include equity in investees net income
(1)
|
(10,614
|
)
|
|
(10,383
|
)
|
||
Non-cash items not included in Segment Margin
|
(4,072
|
)
|
|
(2,614
|
)
|
||
Cash payments from direct financing leases in excess of earnings
|
(1,511
|
)
|
|
(1,362
|
)
|
||
Income tax expense
|
(1,001
|
)
|
|
(908
|
)
|
||
Net income attributable to Genesis Energy, L.P.
|
$
|
35,303
|
|
|
$
|
20,215
|
|
(1)
|
Includes distributions attributable to the quarter and received during or promptly following such quarter.
|
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
Revenues:
|
|
|
|
||||
Sales of CO
2
to Sandhill Group, LLC
(1)
|
$
|
726
|
|
|
$
|
699
|
|
Revenues from provision of services to Poseidon Oil Pipeline Company, LLC
(2)
|
1,976
|
|
|
—
|
|
||
Costs and expenses:
|
|
|
|
||||
Amounts paid to our CEO in connection with the use of his aircraft
|
$
|
165
|
|
|
$
|
195
|
|
Charges for services from Poseidon Oil Pipeline Company, LLC
(2)
|
247
|
|
|
—
|
|
(1)
|
We own a
50%
interest in Sandhill Group, LLC.
|
(2)
|
We own
64%
interest in Poseidon Oil Pipeline Company, LLC.
|
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
(Increase) decrease in:
|
|
|
|
||||
Accounts receivable
|
$
|
10,810
|
|
|
$
|
70,903
|
|
Inventories
|
(19,815
|
)
|
|
(16,973
|
)
|
||
Deferred charges
|
(3,479
|
)
|
|
(3,103
|
)
|
||
Other current assets
|
(5,090
|
)
|
|
(4,722
|
)
|
||
Increase (decrease) in:
|
|
|
|
||||
Accounts payable
|
(19,850
|
)
|
|
(37,826
|
)
|
||
Accrued liabilities
|
(14,643
|
)
|
|
(2,343
|
)
|
||
Net changes in components of operating assets and liabilities
|
(52,067
|
)
|
|
5,936
|
|
|
|
Sell (Short)
Contracts
|
|
Buy (Long)
Contracts
|
||||
Designated as hedges under accounting rules:
|
|
|
|
|
||||
Crude oil futures:
|
|
|
|
|
||||
Contract volumes (1,000 bbls)
|
|
998
|
|
|
—
|
|
||
Weighted average contract price per bbl
|
|
$
|
35.07
|
|
|
$
|
—
|
|
|
|
|
|
|
||||
Not qualifying or not designated as hedges under accounting rules:
|
|
|
|
|
||||
Crude oil futures:
|
|
|
|
|
||||
Contract volumes (1,000 bbls)
|
|
1,354
|
|
|
1,057
|
|
||
Weighted average contract price per bbl
|
|
$
|
37.02
|
|
|
$
|
37.42
|
|
Crude oil swaps:
|
|
|
|
|
||||
Contract volumes (1,000 bbls)
|
|
550
|
|
|
360
|
|
||
Weighted average contract price per bbl
|
|
$
|
(0.38
|
)
|
|
$
|
0.73
|
|
Diesel futures:
|
|
|
|
|
||||
Contract volumes (1,000 bbls)
|
|
24
|
|
|
—
|
|
||
Weighted average contract price per gal
|
|
$
|
1.04
|
|
|
$
|
—
|
|
#6 Fuel oil futures:
|
|
|
|
|
||||
Contract volumes (1,000 bbls)
|
|
145
|
|
|
10
|
|
||
Weighted average contract price per bbl
|
|
$
|
23.03
|
|
|
$
|
24.05
|
|
Crude oil options:
|
|
|
|
|
||||
Contract volumes (1,000 bbls)
|
|
85
|
|
|
30
|
|
||
Weighted average premium received
|
|
$
|
1.76
|
|
|
$
|
0.90
|
|
|
Unaudited Condensed Consolidated Balance Sheets Location
|
|
Fair Value
|
||||||
|
March 31,
2016 |
|
December 31,
2015 |
||||||
Asset Derivatives:
|
|
|
|
|
|
||||
Commodity derivatives - futures and call options (undesignated hedges):
|
|
|
|
|
|
||||
Gross amount of recognized assets
|
Current Assets - Other
|
|
$
|
850
|
|
|
$
|
1,703
|
|
Gross amount offset in the Unaudited Condensed Consolidated Balance Sheets
|
Current Assets - Other
|
|
(850
|
)
|
|
(388
|
)
|
||
Net amount of assets presented in the Unaudited Condensed Consolidated Balance Sheets
|
|
|
$
|
—
|
|
|
$
|
1,315
|
|
Commodity derivatives - futures and call options (designated hedges):
|
|
|
|
|
|
||||
Gross amount of recognized assets
|
Current Assets - Other
|
|
$
|
3,882
|
|
|
$
|
—
|
|
Gross amount offset in the Unaudited Condensed Consolidated Balance Sheets
|
Current Assets - Other
|
|
(3,882
|
)
|
|
—
|
|
||
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)
|
|
$
|
(2,544
|
)
|
|
$
|
(388
|
)
|
Gross amount offset in the Unaudited Condensed Consolidated Balance Sheets
|
Current Assets - Other
(1)
|
|
2,544
|
|
|
388
|
|
||
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)
|
|
$
|
(8,342
|
)
|
|
$
|
(23
|
)
|
Gross amount offset in the Unaudited Condensed Consolidated Balance Sheets
|
Current Assets - Other
(1)
|
|
8,342
|
|
|
23
|
|
||
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
March 31, |
||||||
|
|
2016
|
|
2015
|
|||||
Commodity derivatives - futures and call options:
|
|
|
|
|
|
||||
Contracts designated as hedges under accounting guidance
|
Supply and logistics product costs
|
|
$
|
(553
|
)
|
|
$
|
2,186
|
|
Contracts not considered hedges under accounting guidance
|
Supply and logistics product costs
|
|
(337
|
)
|
|
(805
|
)
|
||
Total commodity derivatives
|
|
|
$
|
(890
|
)
|
|
$
|
1,381
|
|
(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
|
||||||||||||||||||||
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
Recurring Fair Value Measures
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||
Commodity derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
|
$
|
4,732
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,703
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liabilities
|
|
$
|
(10,886
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(411
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
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
|
|
|
$
|
—
|
|
|
$
|
9,067
|
|
|
$
|
3,238
|
|
|
$
|
—
|
|
|
$
|
12,311
|
|
Other current assets
|
25
|
|
|
—
|
|
|
304,833
|
|
|
9,468
|
|
|
(266
|
)
|
|
314,060
|
|
||||||
Total current assets
|
31
|
|
|
—
|
|
|
313,900
|
|
|
12,706
|
|
|
(266
|
)
|
|
326,371
|
|
||||||
Fixed assets, at cost
|
—
|
|
|
—
|
|
|
4,399,064
|
|
|
77,585
|
|
|
—
|
|
|
4,476,649
|
|
||||||
Less: Accumulated depreciation
|
—
|
|
|
—
|
|
|
(394,083
|
)
|
|
(22,342
|
)
|
|
—
|
|
|
(416,425
|
)
|
||||||
Net fixed assets
|
—
|
|
|
—
|
|
|
4,004,981
|
|
|
55,243
|
|
|
—
|
|
|
4,060,224
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
325,046
|
|
|
—
|
|
|
—
|
|
|
325,046
|
|
||||||
Other assets, net
|
12,221
|
|
|
—
|
|
|
397,746
|
|
|
138,739
|
|
|
(129,673
|
)
|
|
419,033
|
|
||||||
Advances to affiliates
|
2,745,965
|
|
|
—
|
|
|
—
|
|
|
53,764
|
|
|
(2,799,729
|
)
|
|
—
|
|
||||||
Equity investees
|
—
|
|
|
—
|
|
|
438,700
|
|
|
—
|
|
|
—
|
|
|
438,700
|
|
||||||
Investments in subsidiaries
|
2,350,451
|
|
|
—
|
|
|
90,700
|
|
|
—
|
|
|
(2,441,151
|
)
|
|
—
|
|
||||||
Total assets
|
$
|
5,108,668
|
|
|
$
|
—
|
|
|
$
|
5,571,073
|
|
|
$
|
260,452
|
|
|
$
|
(5,370,819
|
)
|
|
$
|
5,569,374
|
|
LIABILITIES AND PARTNERS’ CAPITAL
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities
|
$
|
28,719
|
|
|
$
|
—
|
|
|
$
|
229,053
|
|
|
$
|
—
|
|
|
$
|
(398
|
)
|
|
$
|
257,374
|
|
Senior secured credit facility
|
1,280,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,280,000
|
|
||||||
Senior unsecured notes
|
1,808,575
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,808,575
|
|
||||||
Deferred tax liabilities
|
—
|
|
|
—
|
|
|
23,286
|
|
|
—
|
|
|
—
|
|
|
23,286
|
|
||||||
Advances from affiliates
|
—
|
|
|
—
|
|
|
2,799,729
|
|
|
—
|
|
|
(2,799,729
|
)
|
|
—
|
|
||||||
Other liabilities
|
—
|
|
|
—
|
|
|
174,620
|
|
|
171,189
|
|
|
(129,511
|
)
|
|
216,298
|
|
||||||
Total liabilities
|
3,117,294
|
|
|
—
|
|
|
3,226,688
|
|
|
171,189
|
|
|
(2,929,638
|
)
|
|
3,585,533
|
|
||||||
Partners’ capital, common units
|
1,991,374
|
|
|
—
|
|
|
2,344,385
|
|
|
97,739
|
|
|
(2,441,181
|
)
|
|
1,992,317
|
|
||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,476
|
)
|
|
—
|
|
|
(8,476
|
)
|
||||||
Total liabilities and partners’ capital
|
$
|
5,108,668
|
|
|
$
|
—
|
|
|
$
|
5,571,073
|
|
|
$
|
260,452
|
|
|
$
|
(5,370,819
|
)
|
|
$
|
5,569,374
|
|
|
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
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
8,288
|
|
|
$
|
2,601
|
|
|
$
|
—
|
|
|
$
|
10,895
|
|
Other current assets
|
50
|
|
|
—
|
|
|
285,313
|
|
|
10,422
|
|
|
(364
|
)
|
|
295,421
|
|
||||||
Total current assets
|
56
|
|
|
—
|
|
|
293,601
|
|
|
13,023
|
|
|
(364
|
)
|
|
306,316
|
|
||||||
Fixed assets, at cost
|
—
|
|
|
—
|
|
|
4,232,641
|
|
|
77,585
|
|
|
—
|
|
|
4,310,226
|
|
||||||
Less: Accumulated depreciation
|
—
|
|
|
—
|
|
|
(356,530
|
)
|
|
(21,717
|
)
|
|
—
|
|
|
(378,247
|
)
|
||||||
Net fixed assets
|
—
|
|
|
—
|
|
|
3,876,111
|
|
|
55,868
|
|
|
—
|
|
|
3,931,979
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
325,046
|
|
|
—
|
|
|
—
|
|
|
325,046
|
|
||||||
Other assets, net
|
13,140
|
|
|
—
|
|
|
394,294
|
|
|
140,409
|
|
|
(125,977
|
)
|
|
421,866
|
|
||||||
Advances to affiliates
|
2,619,493
|
|
|
—
|
|
|
—
|
|
|
47,034
|
|
|
(2,666,527
|
)
|
|
—
|
|
||||||
Equity investees
|
—
|
|
|
—
|
|
|
474,392
|
|
|
—
|
|
|
—
|
|
|
474,392
|
|
||||||
Investments in subsidiaries
|
2,353,804
|
|
|
—
|
|
|
90,741
|
|
|
—
|
|
|
(2,444,545
|
)
|
|
—
|
|
||||||
Total assets
|
$
|
4,986,493
|
|
|
$
|
—
|
|
|
$
|
5,454,185
|
|
|
$
|
256,334
|
|
|
$
|
(5,237,413
|
)
|
|
$
|
5,459,599
|
|
LIABILITIES AND PARTNERS’ CAPITAL
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities
|
$
|
35,338
|
|
|
$
|
—
|
|
|
$
|
267,294
|
|
|
$
|
—
|
|
|
$
|
(496
|
)
|
|
$
|
302,136
|
|
Senior secured credit facility
|
1,115,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,115,000
|
|
||||||
Senior unsecured notes
|
1,807,054
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,807,054
|
|
||||||
Deferred tax liabilities
|
—
|
|
|
—
|
|
|
22,586
|
|
|
—
|
|
|
—
|
|
|
22,586
|
|
||||||
Advances from affiliates
|
—
|
|
|
—
|
|
|
2,666,527
|
|
|
—
|
|
|
(2,666,527
|
)
|
|
—
|
|
||||||
Other liabilities
|
—
|
|
|
—
|
|
|
150,877
|
|
|
167,006
|
|
|
(125,811
|
)
|
|
192,072
|
|
||||||
Total liabilities
|
2,957,392
|
|
|
—
|
|
|
3,107,284
|
|
|
167,006
|
|
|
(2,792,834
|
)
|
|
3,438,848
|
|
||||||
Partners’ capital, common units
|
2,029,101
|
|
|
—
|
|
|
2,346,901
|
|
|
97,678
|
|
|
(2,444,579
|
)
|
|
2,029,101
|
|
||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,350
|
)
|
|
—
|
|
|
(8,350
|
)
|
||||||
Total liabilities and partners’ capital
|
$
|
4,986,493
|
|
|
$
|
—
|
|
|
$
|
5,454,185
|
|
|
$
|
256,334
|
|
|
$
|
(5,237,413
|
)
|
|
$
|
5,459,599
|
|
|
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:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Offshore pipeline transportation services
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
76,126
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
76,126
|
|
Onshore pipeline transportation services
|
—
|
|
|
—
|
|
|
12,606
|
|
|
5,545
|
|
|
—
|
|
|
18,151
|
|
||||||
Refinery services
|
—
|
|
|
—
|
|
|
42,294
|
|
|
803
|
|
|
(561
|
)
|
|
42,536
|
|
||||||
Marine transportation
|
—
|
|
|
—
|
|
|
52,036
|
|
|
—
|
|
|
—
|
|
|
52,036
|
|
||||||
Supply and logistics
|
—
|
|
|
—
|
|
|
189,565
|
|
|
—
|
|
|
—
|
|
|
189,565
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
372,627
|
|
|
6,348
|
|
|
(561
|
)
|
|
378,414
|
|
||||||
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Supply and logistics costs
|
—
|
|
|
—
|
|
|
181,033
|
|
|
—
|
|
|
—
|
|
|
181,033
|
|
||||||
Marine transportation costs
|
—
|
|
|
—
|
|
|
33,022
|
|
|
—
|
|
|
—
|
|
|
33,022
|
|
||||||
Refinery services operating costs
|
—
|
|
|
—
|
|
|
20,446
|
|
|
1,100
|
|
|
(561
|
)
|
|
20,985
|
|
||||||
Offshore pipeline transportation operating costs
|
—
|
|
|
—
|
|
|
17,305
|
|
|
629
|
|
|
—
|
|
|
17,934
|
|
||||||
Onshore pipeline transportation operating costs
|
—
|
|
|
—
|
|
|
6,440
|
|
|
296
|
|
|
—
|
|
|
6,736
|
|
||||||
General and administrative
|
—
|
|
|
—
|
|
|
12,221
|
|
|
—
|
|
|
—
|
|
|
12,221
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
46,010
|
|
|
625
|
|
|
—
|
|
|
46,635
|
|
||||||
Total costs and expenses
|
—
|
|
|
—
|
|
|
316,477
|
|
|
2,650
|
|
|
(561
|
)
|
|
318,566
|
|
||||||
OPERATING INCOME
|
—
|
|
|
—
|
|
|
56,150
|
|
|
3,698
|
|
|
—
|
|
|
59,848
|
|
||||||
Equity in earnings of subsidiaries
|
68,658
|
|
|
—
|
|
|
78
|
|
|
—
|
|
|
(68,736
|
)
|
|
—
|
|
||||||
Equity in earnings of equity investees
|
—
|
|
|
—
|
|
|
10,717
|
|
|
—
|
|
|
—
|
|
|
10,717
|
|
||||||
Interest (expense) income, net
|
(34,325
|
)
|
|
—
|
|
|
3,634
|
|
|
(3,696
|
)
|
|
—
|
|
|
(34,387
|
)
|
||||||
Income before income taxes
|
34,333
|
|
|
—
|
|
|
70,579
|
|
|
2
|
|
|
(68,736
|
)
|
|
36,178
|
|
||||||
Income tax expense
|
—
|
|
|
—
|
|
|
(910
|
)
|
|
(91
|
)
|
|
—
|
|
|
(1,001
|
)
|
||||||
NET INCOME
|
34,333
|
|
|
—
|
|
|
69,669
|
|
|
(89
|
)
|
|
(68,736
|
)
|
|
35,177
|
|
||||||
Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
126
|
|
|
—
|
|
|
126
|
|
||||||
NET INCOME ATTRIBUTABLE TO GENESIS ENERGY, L.P.
|
$
|
34,333
|
|
|
$
|
—
|
|
|
$
|
69,669
|
|
|
$
|
37
|
|
|
$
|
(68,736
|
)
|
|
$
|
35,303
|
|
|
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:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Offshore pipeline transportation services
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
790
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
790
|
|
Onshore pipeline transportation services
|
—
|
|
|
—
|
|
|
12,820
|
|
|
6,248
|
|
|
—
|
|
|
19,068
|
|
||||||
Refinery services
|
—
|
|
|
—
|
|
|
45,319
|
|
|
2,112
|
|
|
(1,307
|
)
|
|
46,124
|
|
||||||
Marine transportation
|
—
|
|
|
—
|
|
|
57,371
|
|
|
—
|
|
|
—
|
|
|
57,371
|
|
||||||
Supply and logistics
|
—
|
|
|
—
|
|
|
403,504
|
|
|
—
|
|
|
—
|
|
|
403,504
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
519,804
|
|
|
8,360
|
|
|
(1,307
|
)
|
|
526,857
|
|
||||||
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Supply and logistics costs
|
—
|
|
|
—
|
|
|
396,157
|
|
|
—
|
|
|
—
|
|
|
396,157
|
|
||||||
Marine transportation costs
|
—
|
|
|
—
|
|
|
31,594
|
|
|
—
|
|
|
—
|
|
|
31,594
|
|
||||||
Refinery services operating costs
|
—
|
|
|
—
|
|
|
26,219
|
|
|
2,119
|
|
|
(1,311
|
)
|
|
27,027
|
|
||||||
Offshore pipeline transportation operating costs
|
—
|
|
|
—
|
|
|
243
|
|
|
—
|
|
|
—
|
|
|
243
|
|
||||||
Onshore pipeline transportation operating costs
|
—
|
|
|
—
|
|
|
6,507
|
|
|
164
|
|
|
—
|
|
|
6,671
|
|
||||||
General and administrative
|
—
|
|
|
—
|
|
|
13,221
|
|
|
—
|
|
|
—
|
|
|
13,221
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
26,480
|
|
|
645
|
|
|
—
|
|
|
27,125
|
|
||||||
Total costs and expenses
|
—
|
|
|
—
|
|
|
500,421
|
|
|
2,928
|
|
|
(1,311
|
)
|
|
502,038
|
|
||||||
OPERATING INCOME
|
—
|
|
|
—
|
|
|
19,383
|
|
|
5,432
|
|
|
4
|
|
|
24,819
|
|
||||||
Equity in earnings of subsidiaries
|
39,407
|
|
|
—
|
|
|
1,640
|
|
|
—
|
|
|
(41,047
|
)
|
|
—
|
|
||||||
Equity in earnings of equity investees
|
—
|
|
|
—
|
|
|
15,519
|
|
|
—
|
|
|
—
|
|
|
15,519
|
|
||||||
Interest (expense) income, net
|
(19,192
|
)
|
|
—
|
|
|
3,814
|
|
|
(3,837
|
)
|
|
—
|
|
|
(19,215
|
)
|
||||||
Income before income taxes
|
20,215
|
|
|
—
|
|
|
40,356
|
|
|
1,595
|
|
|
(41,043
|
)
|
|
21,123
|
|
||||||
Income tax benefit (expense)
|
—
|
|
|
—
|
|
|
(911
|
)
|
|
3
|
|
|
—
|
|
|
(908
|
)
|
||||||
NET INCOME
|
$
|
20,215
|
|
|
$
|
—
|
|
|
$
|
39,445
|
|
|
$
|
1,598
|
|
|
$
|
(41,043
|
)
|
|
$
|
20,215
|
|
|
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
|
$
|
33,558
|
|
|
$
|
—
|
|
|
$
|
70,795
|
|
|
$
|
3,661
|
|
|
$
|
(66,908
|
)
|
|
$
|
41,106
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Payments to acquire fixed and intangible assets
|
—
|
|
|
—
|
|
|
(118,252
|
)
|
|
—
|
|
|
—
|
|
|
(118,252
|
)
|
||||||
Cash distributions received from equity investees - return of investment
|
—
|
|
|
—
|
|
|
5,788
|
|
|
—
|
|
|
—
|
|
|
5,788
|
|
||||||
Investments in equity investees
|
—
|
|
|
—
|
|
|
(1,135
|
)
|
|
—
|
|
|
—
|
|
|
(1,135
|
)
|
||||||
Acquisitions
|
—
|
|
|
—
|
|
|
(25,394
|
)
|
|
—
|
|
|
—
|
|
|
(25,394
|
)
|
||||||
Intercompany transfers
|
(126,471
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
126,471
|
|
|
—
|
|
||||||
Repayments on loan to non-guarantor subsidiary
|
—
|
|
|
—
|
|
|
1,471
|
|
|
—
|
|
|
(1,471
|
)
|
|
—
|
|
||||||
Contributions in aid of construction costs
|
—
|
|
|
—
|
|
|
4,088
|
|
|
—
|
|
|
—
|
|
|
4,088
|
|
||||||
Proceeds from asset sales
|
—
|
|
|
—
|
|
|
224
|
|
|
—
|
|
|
—
|
|
|
224
|
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
130
|
|
|
—
|
|
|
—
|
|
|
130
|
|
||||||
Net cash provided by (used) in investing activities
|
(126,471
|
)
|
|
—
|
|
|
(133,080
|
)
|
|
—
|
|
|
125,000
|
|
|
(134,551
|
)
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Borrowings on senior secured credit facility
|
319,400
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
319,400
|
|
||||||
Repayments on senior secured credit facility
|
(154,400
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(154,400
|
)
|
||||||
Intercompany transfers
|
—
|
|
|
—
|
|
|
133,203
|
|
|
(6,733
|
)
|
|
(126,470
|
)
|
|
—
|
|
||||||
Distributions to partners/owners
|
(72,087
|
)
|
|
—
|
|
|
(72,087
|
)
|
|
—
|
|
|
72,087
|
|
|
(72,087
|
)
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
1,948
|
|
|
3,709
|
|
|
(3,709
|
)
|
|
1,948
|
|
||||||
Net cash provided by (used in) financing activities
|
92,913
|
|
|
—
|
|
|
63,064
|
|
|
(3,024
|
)
|
|
(58,092
|
)
|
|
94,861
|
|
||||||
Net (decrease) increase in cash and cash equivalents
|
—
|
|
|
—
|
|
|
779
|
|
|
637
|
|
|
—
|
|
|
1,416
|
|
||||||
Cash and cash equivalents at beginning of period
|
6
|
|
|
—
|
|
|
8,288
|
|
|
2,601
|
|
|
—
|
|
|
10,895
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
9,067
|
|
|
$
|
3,238
|
|
|
$
|
—
|
|
|
$
|
12,311
|
|
|
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
|
$
|
34,229
|
|
|
$
|
—
|
|
|
$
|
63,024
|
|
|
$
|
10,730
|
|
|
$
|
(45,518
|
)
|
|
$
|
62,465
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Payments to acquire fixed and intangible assets
|
—
|
|
|
—
|
|
|
(111,504
|
)
|
|
—
|
|
|
—
|
|
|
(111,504
|
)
|
||||||
Cash distributions received from equity investees - return of investment
|
11,013
|
|
|
—
|
|
|
7,827
|
|
|
—
|
|
|
(11,013
|
)
|
|
7,827
|
|
||||||
Investments in equity investees
|
—
|
|
|
—
|
|
|
(1,750
|
)
|
|
—
|
|
|
—
|
|
|
(1,750
|
)
|
||||||
Intercompany transfers
|
(86,700
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
86,700
|
|
|
—
|
|
||||||
Repayments on loan to non-guarantor subsidiary
|
—
|
|
|
—
|
|
|
1,329
|
|
|
—
|
|
|
(1,329
|
)
|
|
—
|
|
||||||
Proceeds from asset sales
|
—
|
|
|
—
|
|
|
1,768
|
|
|
—
|
|
|
—
|
|
|
1,768
|
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
—
|
|
|
29
|
|
||||||
Net cash used in investing activities
|
(75,687
|
)
|
|
—
|
|
|
(102,301
|
)
|
|
—
|
|
|
74,358
|
|
|
(103,630
|
)
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Borrowings on senior secured credit facility
|
226,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
226,200
|
|
||||||
Repayments on senior secured credit facility
|
(128,200
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(128,200
|
)
|
||||||
Intercompany transfers
|
—
|
|
|
—
|
|
|
94,858
|
|
|
(8,158
|
)
|
|
(86,700
|
)
|
|
—
|
|
||||||
Distributions to partners/owners
|
(56,542
|
)
|
|
—
|
|
|
(56,542
|
)
|
|
—
|
|
|
56,542
|
|
|
(56,542
|
)
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
1,383
|
|
|
(1,318
|
)
|
|
1,318
|
|
|
1,383
|
|
||||||
Net cash provided by (used in) financing activities
|
41,458
|
|
|
—
|
|
|
39,699
|
|
|
(9,476
|
)
|
|
(28,840
|
)
|
|
42,841
|
|
||||||
Net (decrease) increase in cash and cash equivalents
|
—
|
|
|
—
|
|
|
422
|
|
|
1,254
|
|
|
—
|
|
|
1,676
|
|
||||||
Cash and cash equivalents at beginning of period
|
9
|
|
|
—
|
|
|
8,352
|
|
|
1,101
|
|
|
—
|
|
|
9,462
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
8,774
|
|
|
$
|
2,355
|
|
|
$
|
—
|
|
|
$
|
11,138
|
|
Cash Flow Restatements
|
|
As Previously Reported
|
|
Adjustment
|
|
As Revised
|
|||
March 31, 2015
|
|
|
|
|
|
|
|||
Parent Column
|
|
|
|
|
|
|
|||
Net cash provided by operating activities
|
|
(52,471
|
)
|
|
86,700
|
|
|
34,229
|
|
Intercompany transfers (investing)
|
|
—
|
|
|
(86,700
|
)
|
|
(86,700
|
)
|
Net cash used in investing activities
|
|
11,013
|
|
|
(86,700
|
)
|
|
(75,687
|
)
|
Guarantor Column
|
|
|
|
|
|
|
|||
Net cash provided by operating activities
|
|
157,725
|
|
|
(94,701
|
)
|
|
63,024
|
|
Intercompany transfers (financing)
|
|
—
|
|
|
94,858
|
|
|
94,858
|
|
Net cash provided by (used in) financing activities
|
|
(55,159
|
)
|
|
94,858
|
|
|
39,699
|
|
Non-Guarantor Column
|
|
|
|
|
|
|
|||
Net cash provided by operating activities
|
|
2,729
|
|
|
8,001
|
|
|
10,730
|
|
Intercompany transfers (financing)
|
|
—
|
|
|
(8,158
|
)
|
|
(8,158
|
)
|
Net cash provided by (used in) financing activities
|
|
(1,318
|
)
|
|
(8,158
|
)
|
|
(9,476
|
)
|
Eliminations Column
|
|
|
|
|
|
|
|||
Intercompany transfers (investing)
|
|
—
|
|
|
86,700
|
|
|
86,700
|
|
Net cash used in investing activities
|
|
(12,342
|
)
|
|
86,700
|
|
|
74,358
|
|
Intercompany transfers (financing)
|
|
—
|
|
|
(86,700
|
)
|
|
(86,700
|
)
|
Net cash provided by (used in) financing activities
|
|
57,860
|
|
|
(86,700
|
)
|
|
(28,840
|
)
|
•
|
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
March 31, |
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Net income attributable to Genesis Energy, L.P.
|
$
|
35,303
|
|
|
$
|
20,215
|
|
Depreciation and amortization
|
46,635
|
|
|
27,125
|
|
||
Cash received from direct financing leases not included in income
|
1,511
|
|
|
1,362
|
|
||
Cash effects of sales of certain assets
|
2,974
|
|
|
1,768
|
|
||
Effects of distributable cash generated by equity method investees not included in income
|
10,614
|
|
|
10,383
|
|
||
Cash effects of legacy stock appreciation rights plan
|
(41
|
)
|
|
(288
|
)
|
||
Non-cash legacy stock appreciation rights plan expense
|
(662
|
)
|
|
686
|
|
||
Expenses related to acquiring or constructing growth capital assets
|
256
|
|
|
417
|
|
||
Unrealized loss (gain) on derivative transactions excluding fair value hedges, net of changes in inventory value
|
2,154
|
|
|
2,062
|
|
||
Maintenance capital utilized
|
(1,570
|
)
|
|
(591
|
)
|
||
Non-cash tax expense
|
700
|
|
|
608
|
|
||
Other items, net
|
(80
|
)
|
|
291
|
|
||
Available Cash before Reserves
|
97,794
|
|
|
64,038
|
|
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Offshore pipeline transportation
|
$
|
78,618
|
|
|
$
|
25,198
|
|
Onshore pipeline transportation
|
15,677
|
|
|
14,323
|
|
||
Refinery services
|
21,199
|
|
|
19,160
|
|
||
Marine transportation
|
18,916
|
|
|
25,693
|
|
||
Supply and logistics
|
10,471
|
|
|
9,747
|
|
||
Total Segment Margin
|
$
|
144,881
|
|
|
$
|
94,121
|
|
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
Segment Margin
|
$
|
144,881
|
|
|
$
|
94,121
|
|
Corporate general and administrative expenses
|
(11,358
|
)
|
|
(12,299
|
)
|
||
Depreciation and amortization
|
(46,635
|
)
|
|
(27,125
|
)
|
||
Interest expense
|
(34,387
|
)
|
|
(19,215
|
)
|
||
Adjustment to exclude distributable cash generated by equity investees not included in income and include equity in investees net income
(1)
|
(10,614
|
)
|
|
(10,383
|
)
|
||
Non-cash items not included in Segment Margin
|
(4,072
|
)
|
|
(2,614
|
)
|
||
Cash payments from direct financing leases in excess of earnings
|
(1,511
|
)
|
|
(1,362
|
)
|
||
Income tax expense
|
(1,001
|
)
|
|
(908
|
)
|
||
Net income attributable to Genesis Energy, L.P.
|
$
|
35,303
|
|
|
$
|
20,215
|
|
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Offshore crude oil pipeline revenue
|
$
|
63,384
|
|
|
$
|
790
|
|
Offshore natural gas pipeline revenue
|
12,742
|
|
|
—
|
|
||
Offshore pipeline operating costs, excluding non-cash expenses
|
(17,808
|
)
|
|
(243
|
)
|
||
Distributions from equity investments
|
20,852
|
|
|
25,090
|
|
||
Other
|
(552
|
)
|
|
(439
|
)
|
||
Offshore Pipeline Transportation Segment Margin
(1)
|
$
|
78,618
|
|
|
$
|
25,198
|
|
|
|
|
|
||||
Volumetric Data 100% basis:
|
|
|
|
||||
Crude oil pipelines (average barrels/day unless otherwise noted):
|
|
|
|
||||
CHOPS
|
196,873
|
|
|
172,058
|
|
||
Poseidon
|
249,615
|
|
|
229,058
|
|
||
Odyssey
|
107,789
|
|
|
48,564
|
|
||
GOPL
(2)
|
6,194
|
|
|
6,207
|
|
||
Total crude oil offshore pipelines
|
560,471
|
|
|
455,887
|
|
||
|
|
|
|
||||
SEKCO
(3)
|
65,364
|
|
|
21,839
|
|
||
Natural gas transportation volumes (MMBtus/d)
|
603,407
|
|
|
—
|
|
||
|
|
|
|
||||
Volumetric Data net to our ownership interest
(4)
:
|
|
|
|
||||
Crude oil pipelines (average barrels/day unless otherwise noted):
|
|
|
|
||||
CHOPS
|
196,873
|
|
|
86,029
|
|
||
Poseidon
|
159,754
|
|
|
64,136
|
|
||
Odyssey
|
31,259
|
|
|
14,084
|
|
||
GOPL
(2)
|
6,194
|
|
|
6,207
|
|
||
Total crude oil offshore pipelines
|
394,080
|
|
|
170,456
|
|
||
|
|
|
|
||||
SEKCO
(3)
|
65,364
|
|
|
10,920
|
|
||
Natural gas transportation volumes (MMBtus/d)
|
309,669
|
|
|
—
|
|
(1)
|
Offshore Pipeline Transportation Segment Margin includes approximately $20.9 million and $25.1 million of distributions received from our offshore pipeline joint ventures accounted for under the equity method of accounting in 2016 and 2015, respectively.
|
(2)
|
One of our wholly-owned subsidiaries (GEL Offshore Pipeline, LLC, or "GOPL") owns our undivided interest in the Eugene Island pipeline system.
|
(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 oil until January 2015. Volumes reported for the three months ended March 31, 2015 for SEKCO reflect the gradual commencement of throughput beginning in January of 2015. Even though our SEKCO volumes flow through both SEKCO and Poseidon, we include those volumes only once in the table above.
|
(4)
|
Volumes are the product of our effective ownership interest through the year, including changes in ownership interest, multiplied by the relevant throughput over the given year.
|
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Crude oil tariffs and revenues from direct financing leases - onshore crude oil pipelines
|
$
|
10,866
|
|
|
$
|
10,343
|
|
CO2 tariffs and revenues from direct financing leases of CO2 pipelines
|
5,647
|
|
|
6,363
|
|
||
Sales of onshore crude oil pipeline loss allowance volumes
|
678
|
|
|
1,065
|
|
||
Onshore pipeline operating costs, excluding non-cash charges for equity-based compensation and other non-cash expenses
|
(6,043
|
)
|
|
(5,070
|
)
|
||
Payments received under direct financing leases not included in income
|
1,511
|
|
|
1,362
|
|
||
Other
|
3,018
|
|
|
260
|
|
||
Segment Margin
|
$
|
15,677
|
|
|
$
|
14,323
|
|
|
|
|
|
||||
Volumetric Data (average barrels/day unless otherwise noted):
|
|
|
|
||||
Onshore crude oil pipelines:
|
|
|
|
||||
Texas
|
73,358
|
|
|
75,437
|
|
||
Jay
|
13,773
|
|
|
15,472
|
|
||
Mississippi
|
11,614
|
|
|
14,929
|
|
||
Louisiana
|
29,525
|
|
|
16,786
|
|
||
Wyoming
|
7,192
|
|
|
—
|
|
||
Onshore crude oil pipelines total
|
135,462
|
|
|
122,624
|
|
||
|
|
|
|
||||
CO
2
pipeline (average Mcf/day):
|
|
|
|
||||
Free State
|
131,625
|
|
|
190,507
|
|
•
|
Onshore crude oil pipeline loss allowance volumes, collected and sold, resulted in a decrease in Segment Margin quarter over quarter of
$0.4 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 increased by
$0.5 million
period to period, due to an overall net increase in throughput volumes of
12,838
barrels per day, which was primarily the result of increased volumes associated with ramping-up our Louisiana and Wyoming pipeline systems. These increases
|
•
|
Although volumes on our Free State CO
2
pipeline system decreased
58,882
Mcf per day, or
31%
, in the
first three months
of
2016
as compared to the
first three months
of
2015
, 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
March 31, |
||||||
|
2016
|
|
2015
|
||||
Volumes sold (in Dry short tons "DST"):
|
|
|
|
||||
NaHS volumes
|
31,806
|
|
|
32,430
|
|
||
NaOH (caustic soda) volumes
|
18,762
|
|
|
21,186
|
|
||
Total
|
50,568
|
|
|
53,616
|
|
||
|
|
|
|
||||
Revenues (in thousands):
|
|
|
|
||||
NaHS revenues
|
$
|
34,318
|
|
|
$
|
35,453
|
|
NaOH (caustic soda) revenues
|
8,993
|
|
|
10,874
|
|
||
Other revenues
|
1,439
|
|
|
2,108
|
|
||
Total external segment revenues
|
$
|
44,750
|
|
|
$
|
48,435
|
|
|
|
|
|
||||
Segment Margin (in thousands)
|
$
|
21,199
|
|
|
$
|
19,160
|
|
|
|
|
|
||||
Average index price for NaOH per DST
(1)
|
$
|
583
|
|
|
$
|
588
|
|
•
|
NaHS revenues
decreased
3%
due to small decreases in volumes, as well as a slight decrease in the index price for caustic soda (as affecting both NaHS revenues and costs as further discussed below).
|
•
|
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 more than offset the effects on Segment Margin of the slight decrease in NaHS sales volumes.
|
•
|
Caustic soda revenues decreased
17%
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 three months
of
2016
compared to
$588
per DST during the
first three months
of
2015
. 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 index 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
|
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
Revenues (in thousands):
|
|
|
|
||||
Inland freight revenues
|
$
|
22,932
|
|
|
$
|
23,385
|
|
Offshore freight revenues
|
21,193
|
|
|
24,608
|
|
||
Other rebill revenues
(1)
|
7,911
|
|
|
9,378
|
|
||
Total segment revenues
|
$
|
52,036
|
|
|
$
|
57,371
|
|
|
|
|
|
||||
Operating costs, excluding non-cash charges for equity-based compensation and other non-cash expenses
|
$
|
33,120
|
|
|
$
|
31,678
|
|
|
|
|
|
||||
Segment Margin (in thousands)
|
$
|
18,916
|
|
|
$
|
25,693
|
|
|
|
|
|
||||
Fleet Utilization:
(2)
|
|
|
|
||||
Inland Barge Utilization
|
95.0
|
%
|
|
96.1
|
%
|
||
Offshore Barge Utilization
|
85.4
|
%
|
|
100.0
|
%
|
•
|
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 those 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
March 31, |
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Supply and logistics revenue
|
$
|
189,565
|
|
|
$
|
403,504
|
|
Crude oil and petroleum products costs, excluding unrealized gains and losses from derivative transactions
|
(160,239
|
)
|
|
(368,855
|
)
|
||
Operating costs, excluding non-cash charges for equity-based compensation and other non-cash expenses
|
(19,079
|
)
|
|
(24,909
|
)
|
||
Other
|
224
|
|
|
7
|
|
||
Segment Margin
|
$
|
10,471
|
|
|
$
|
9,747
|
|
|
|
|
|
||||
Volumetric Data (average barrels per day):
|
|
|
|
||||
Crude oil and petroleum products sales:
|
|
|
|
||||
Total crude oil and petroleum products sales
|
69,982
|
|
|
94,193
|
|
||
Rail load/unload volumes
(1)
|
21,209
|
|
|
15,407
|
|
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
General and administrative expenses not separately identified below:
|
|
|
|
||||
Corporate
|
$
|
11,328
|
|
|
$
|
9,671
|
|
Segment
|
868
|
|
|
905
|
|
||
Equity-based compensation plan expense
|
(232
|
)
|
|
2,228
|
|
||
Third party costs related to business development activities and growth projects
|
257
|
|
|
417
|
|
||
Total general and administrative expenses
|
$
|
12,221
|
|
|
$
|
13,221
|
|
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Depreciation expense
|
$
|
39,712
|
|
|
$
|
22,037
|
|
Amortization of intangible assets
|
5,992
|
|
|
4,037
|
|
||
Amortization of CO
2
volumetric production payments
|
931
|
|
|
1,051
|
|
||
Total depreciation and amortization expense
|
$
|
46,635
|
|
|
$
|
27,125
|
|
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Interest expense, credit facility (including commitment fees)
|
$
|
9,371
|
|
|
$
|
4,147
|
|
Interest expense, senior unsecured notes
|
28,609
|
|
|
16,844
|
|
||
Amortization of debt issuance costs and discount
|
2,441
|
|
|
1,247
|
|
||
Capitalized interest
|
(6,034
|
)
|
|
(3,023
|
)
|
||
Net interest expense
|
$
|
34,387
|
|
|
$
|
19,215
|
|
•
|
working capital, primarily inventories and trade receivables and payables;
|
•
|
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.
|
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Capital expenditures for fixed and intangible assets:
|
|
|
|
||||
Maintenance capital expenditures:
|
|
|
|
||||
Offshore pipeline transportation assets
|
$
|
145
|
|
|
$
|
175
|
|
Onshore pipeline transportation assets
|
838
|
|
|
1,266
|
|
||
Refinery services assets
|
325
|
|
|
1,173
|
|
||
Marine transportation assets
|
2,904
|
|
|
10,131
|
|
||
Supply and logistics assets
|
232
|
|
|
2,458
|
|
||
Information technology systems
|
380
|
|
|
118
|
|
||
Total maintenance capital expenditures
|
4,824
|
|
|
15,321
|
|
||
Growth capital expenditures:
|
|
|
|
||||
Offshore pipeline transportation assets
|
$
|
1,345
|
|
|
$
|
128
|
|
Onshore pipeline transportation assets
|
44,889
|
|
|
67,325
|
|
||
Refinery services assets
|
—
|
|
|
39
|
|
||
Marine transportation assets
|
5,525
|
|
|
6,445
|
|
||
Supply and logistics assets
|
42,620
|
|
|
34,318
|
|
||
Information technology systems
|
4,799
|
|
|
158
|
|
||
Total growth capital expenditures
|
99,178
|
|
|
108,413
|
|
||
Total capital expenditures for fixed and intangible assets
|
104,002
|
|
|
123,734
|
|
||
|
|
|
|
||||
Acquisition of remaining interest in Deepwater Gateway
(1)
|
26,200
|
|
|
—
|
|
||
Capital expenditures related to equity investees
|
1,135
|
|
|
1,750
|
|
||
Total capital expenditures
|
$
|
131,337
|
|
|
$
|
125,484
|
|
(1)
|
Amount represents our purchase price for our purchase of the remaining 50% interest in Deepwater Gateway in the first quarter of 2016.
|
(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, natural gas, 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, including the assets we acquired in the Enterprise acquisition;
|
•
|
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, natural gas 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, regulations regarding qualifying income, accounting pronouncements, and safety, environmental and employment laws and regulations;
|
•
|
the effects of production declines resulting from the suspension of drilling in the Gulf of Mexico and the effects of future laws and government regulation resulting from the Macondo accident and oil spill in the Gulf;
|
•
|
planned capital expenditures and availability of capital resources to fund capital expenditures;
|
•
|
our inability to borrow or otherwise access funds needed for operations, expansions or capital expenditures as a result of our credit agreement and the 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, which may reduce our earnings, profitability and cash flow;
|
•
|
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.
|
|
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 the Company's Current Report on 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 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 Company's 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 the Company's 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 the Company's 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 the Company's 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
|
|
Seventh Supplemental Indenture for 6.000% Senior Notes due 2023 and 6.750% Senior Notes due 2022, dated as of March 10, 2016, among Genesis Energy, L.P., Genesis Energy Finance Corporation, the Guarantors named therein and U.S. Bank National Association, as trustee.
|
*
|
4.3
|
|
Eleventh Supplemental Indenture for 5.625% Senior Notes due 2024, dated as of March 10, 2016, among Genesis Energy, L.P., Genesis Energy Finance Corporation, the Guarantors named therein and U.S. Bank National Association, as trustee.
|
*
|
4.4
|
|
Twelfth Supplemental Indenture for 5.75% Senior Notes due 2021, dated as of March 10, 2016, among Genesis Energy, L.P., Genesis Energy Finance Corporation, the Guarantors named therein and U.S. Bank National Association, as trustee.
|
|
10.1
|
|
Fourth Amendment to Fourth Amended and Restated Credit Agreement, dated as of April 27, 2016, among Genesis Energy, L.P. as borrower, Wells Fargo Bank, National Association as administrative agent and issuing bank, 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 Form 8-K dated May 3, 2016, 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:
|
May 4, 2016
|
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
|
GENESIS PIPELINE ALABAMA, LLC
GENESIS DAVISON, LLC
DAVISON PETROLEUM SUPPLY, LLC
DAVISON TRANSPORTATION SERVICES, LLC
RED RIVER TERMINALS, L.L.C. [LA]
TEXAS CITY CRUDE OIL TERMINAL, LLC
TDC, L.L.C.
GENESIS NEJD HOLDINGS, LLC
GENESIS FREE STATE HOLDINGS, LLC
DAVISON TRANSPORTATION SERVICES, INC.
TDC SERVICES, LLC
GENESIS CHOPS I, LLC
GENESIS CHOPS II, LLC
GEL CHOPS GP, LLC
GENESIS ENERGY, LLC
GENESIS MARINE, LLC
MILAM SERVICES, INC.
GEL TEX MARKETING, LLC
GEL LOUISIANA FUELS, LLC
GEL WYOMING, LLC
GENESIS SEKCO, LLC
GEL SEKCO, LLC
GENESIS RAIL SERVICES, LLC
GEL OFFSHORE PIPELINE, LLC
GENESIS OFFSHORE, LLC
GEL OFFSHORE, LLC
GENESIS ODYSSEY, LLC
GEL ODYSSEY, LLC
GENESIS POSEIDON, LLC
GEL POSEIDON, LLC
PRONGHORN RAIL SERVICES, LLC
GENESIS BR, LLC
BR PORT SERVICES, LLC
CASPER EXPRESS PIPELINE, LLC
|
AP MARINE, LLC
TBP2, LLC
GEL PRCS, LLC
POWDER RIVER EXPRESS, LLC
POWDER RIVER OPERATING, LLC
GEL TEXAS PIPELINE, LLC
THUNDER BASIN HOLDINGS, LLC
THUNDER BASIN PIPELINE, LLC
ANTELOPE REFINING, LLC
POWDER RIVER CRUDE SERVICES, LLC
GENESIS OFFSHORE HOLDINGS, LLC
GENESIS SAILFISH HOLDINGS, LLC
GENESIS POSEIDON HOLDINGS, LLC
CAMERON HIGHWAY OIL PIPELINE COMPANY, LLC
CAMERON HIGHWAY PIPELINE GP, L.L.C.
FLEXTREND DEVELOPMENT COMPANY, L.L.C.
GEL DEEPWATER, LLC
GEL IHUB, LLC
GENESIS DEEPWATER HOLDINGS, LLC
GENESIS GTM OFFSHORE OPERATING COMPANY, LLC
GENESIS IHUB HOLDINGS, LLC
GENESIS SMR HOLDINGS, LLC
HIGH ISLAND OFFSHORE SYSTEM, L.L.C.
MANTA RAY GATHERING COMPANY, L.L.C.
MATAGORDA OFFSHORE, LLC
POSEIDON PIPELINE COMPANY, L.L.C.
SAILFISH PIPELINE COMPANY, L.L.C.
SEAHAWK SHORELINE SYSTEM, LLC
SOUTHEAST KEATHLEY CANYON PIPELINE COMPANY, L.L.C.
GENESIS TEXAS CITY TERMINAL, LLC
|
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
|
GENESIS PIPELINE ALABAMA, LLC
GENESIS DAVISON, LLC
DAVISON PETROLEUM SUPPLY, LLC
DAVISON TRANSPORTATION SERVICES, LLC
RED RIVER TERMINALS, L.L.C. [LA]
TEXAS CITY CRUDE OIL TERMINAL, LLC
TDC, L.L.C.
GENESIS NEJD HOLDINGS, LLC
GENESIS FREE STATE HOLDINGS, LLC
DAVISON TRANSPORTATION SERVICES, INC.
TDC SERVICES, LLC
GENESIS CHOPS I, LLC
GENESIS CHOPS II, LLC
GEL CHOPS GP, LLC
GENESIS ENERGY, LLC
GENESIS MARINE, LLC
MILAM SERVICES, INC.
GEL TEX MARKETING, LLC
GEL LOUISIANA FUELS, LLC
GEL WYOMING, LLC
GENESIS SEKCO, LLC
GEL SEKCO, LLC
GENESIS RAIL SERVICES, LLC
GEL OFFSHORE PIPELINE, LLC
GENESIS OFFSHORE, LLC
GEL OFFSHORE, LLC
GENESIS ODYSSEY, LLC
GEL ODYSSEY, LLC
GENESIS POSEIDON, LLC
GEL POSEIDON, LLC
PRONGHORN RAIL SERVICES, LLC
GENESIS BR, LLC
BR PORT SERVICES, LLC
CASPER EXPRESS PIPELINE, LLC
|
AP MARINE, LLC
TBP2, LLC
GEL PRCS, LLC
POWDER RIVER EXPRESS, LLC
POWDER RIVER OPERATING, LLC
GEL TEXAS PIPELINE, LLC
THUNDER BASIN HOLDINGS, LLC
THUNDER BASIN PIPELINE, LLC
ANTELOPE REFINING, LLC
POWDER RIVER CRUDE SERVICES, LLC
GENESIS OFFSHORE HOLDINGS, LLC
GENESIS SAILFISH HOLDINGS, LLC
GENESIS POSEIDON HOLDINGS, LLC
CAMERON HIGHWAY OIL PIPELINE COMPANY, LLC
CAMERON HIGHWAY PIPELINE GP, L.L.C.
FLEXTREND DEVELOPMENT COMPANY, L.L.C.
GEL DEEPWATER, LLC
GEL IHUB, LLC
GENESIS DEEPWATER HOLDINGS, LLC
GENESIS GTM OFFSHORE OPERATING COMPANY, LLC
GENESIS IHUB HOLDINGS, LLC
GENESIS SMR HOLDINGS, LLC
HIGH ISLAND OFFSHORE SYSTEM, L.L.C.
MANTA RAY GATHERING COMPANY, L.L.C.
MATAGORDA OFFSHORE, LLC
POSEIDON PIPELINE COMPANY, L.L.C.
SAILFISH PIPELINE COMPANY, L.L.C.
SEAHAWK SHORELINE SYSTEM, LLC
SOUTHEAST KEATHLEY CANYON PIPELINE COMPANY, L.L.C.
GENESIS TEXAS CITY TERMINAL, LLC
|
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
|
GENESIS PIPELINE ALABAMA, LLC
GENESIS DAVISON, LLC
DAVISON PETROLEUM SUPPLY, LLC
DAVISON TRANSPORTATION SERVICES, LLC
RED RIVER TERMINALS, L.L.C. [LA]
TEXAS CITY CRUDE OIL TERMINAL, LLC
TDC, L.L.C.
GENESIS NEJD HOLDINGS, LLC
GENESIS FREE STATE HOLDINGS, LLC
DAVISON TRANSPORTATION SERVICES, INC.
TDC SERVICES, LLC
GENESIS CHOPS I, LLC
GENESIS CHOPS II, LLC
GEL CHOPS GP, LLC
GENESIS ENERGY, LLC
GENESIS MARINE, LLC
MILAM SERVICES, INC.
GEL TEX MARKETING, LLC
GEL LOUISIANA FUELS, LLC
GEL WYOMING, LLC
GENESIS SEKCO, LLC
GEL SEKCO, LLC
GENESIS RAIL SERVICES, LLC
GEL OFFSHORE PIPELINE, LLC
GENESIS OFFSHORE, LLC
GEL OFFSHORE, LLC
GENESIS ODYSSEY, LLC
GEL ODYSSEY, LLC
GENESIS POSEIDON, LLC
GEL POSEIDON, LLC
PRONGHORN RAIL SERVICES, LLC
GENESIS BR, LLC
BR PORT SERVICES, LLC
CASPER EXPRESS PIPELINE, LLC
|
AP MARINE, LLC
TBP2, LLC
GEL PRCS, LLC
POWDER RIVER EXPRESS, LLC
POWDER RIVER OPERATING, LLC
GEL TEXAS PIPELINE, LLC
THUNDER BASIN HOLDINGS, LLC
THUNDER BASIN PIPELINE, LLC
ANTELOPE REFINING, LLC
POWDER RIVER CRUDE SERVICES, LLC
GENESIS OFFSHORE HOLDINGS, LLC
GENESIS SAILFISH HOLDINGS, LLC
GENESIS POSEIDON HOLDINGS, LLC
CAMERON HIGHWAY OIL PIPELINE COMPANY, LLC
CAMERON HIGHWAY PIPELINE GP, L.L.C.
FLEXTREND DEVELOPMENT COMPANY, L.L.C.
GEL DEEPWATER, LLC
GEL IHUB, LLC
GENESIS DEEPWATER HOLDINGS, LLC
GENESIS GTM OFFSHORE OPERATING COMPANY, LLC
GENESIS IHUB HOLDINGS, LLC
GENESIS SMR HOLDINGS, LLC
HIGH ISLAND OFFSHORE SYSTEM, L.L.C.
MANTA RAY GATHERING COMPANY, L.L.C.
MATAGORDA OFFSHORE, LLC
POSEIDON PIPELINE COMPANY, L.L.C.
SAILFISH PIPELINE COMPANY, L.L.C.
SEAHAWK SHORELINE SYSTEM, LLC
SOUTHEAST KEATHLEY CANYON PIPELINE COMPANY, L.L.C.
GENESIS TEXAS CITY TERMINAL, LLC
|
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:
|
May 4, 2016
|
/s/ Grant E. Sims
|
|
|
Grant E. Sims
|
|
|
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Genesis Energy, L.P.;
|
2.
|
Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation, and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors:
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
May 4, 2016
|
/s/ Robert V. Deere
|
|
|
Robert V. Deere
|
|
|
Chief Financial Officer
|
|
(1)
|
the Partnership’s Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 as amended; and
|
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
|
May 4, 2016
|
/s/ Grant E. Sims
|
|
Grant E. Sims
|
|
Chief Executive Officer,
|
|
Genesis Energy, LLC
|
|
|
May 4, 2016
|
/s/ Robert V. Deere
|
|
Robert V. Deere
|
|
Chief Financial Officer,
|
|
Genesis Energy, LLC
|