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Delaware
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76-0513049
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
|
|
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919 Milam, Suite 2100,
Houston, TX
|
77002
|
(Address of principal executive offices)
|
(Zip code)
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Registrant’s telephone number, including area code: (713) 860-2500
|
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Large accelerated filer
x
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Accelerated filer
¨
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Non-accelerated filer
¨
(Do not check if a smaller reporting company)
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Smaller reporting company
¨
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Emerging growth company
¨
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Page
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|
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Item 1.
|
||
|
||
|
||
|
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|
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|
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Item 2.
|
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Item 3.
|
||
Item 4.
|
||
|
|
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Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 5.
|
||
Item 6.
|
||
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June 30, 2018
|
|
December 31, 2017
|
||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
7,846
|
|
|
$
|
9,041
|
|
Accounts receivable - trade, net
|
432,777
|
|
|
495,449
|
|
||
Inventories
|
92,520
|
|
|
88,653
|
|
||
Other
|
42,526
|
|
|
42,890
|
|
||
Total current assets
|
575,669
|
|
|
636,033
|
|
||
FIXED ASSETS, at cost
|
5,686,153
|
|
|
5,601,015
|
|
||
Less: Accumulated depreciation
|
(867,465
|
)
|
|
(734,986
|
)
|
||
Net fixed assets
|
4,818,688
|
|
|
4,866,029
|
|
||
MINERAL LEASEHOLDS, net of accumulated depletion
|
562,315
|
|
|
564,506
|
|
||
NET INVESTMENT IN DIRECT FINANCING LEASES, net of unearned income
|
121,207
|
|
|
125,283
|
|
||
EQUITY INVESTEES
|
362,852
|
|
|
381,550
|
|
||
INTANGIBLE ASSETS, net of amortization
|
173,685
|
|
|
182,406
|
|
||
GOODWILL
|
325,046
|
|
|
325,046
|
|
||
OTHER ASSETS, net of amortization
|
118,170
|
|
|
56,628
|
|
||
TOTAL ASSETS
|
$
|
7,057,632
|
|
|
$
|
7,137,481
|
|
LIABILITIES AND CAPITAL
|
|
|
|
||||
CURRENT LIABILITIES:
|
|
|
|
||||
Accounts payable - trade
|
$
|
239,212
|
|
|
$
|
270,855
|
|
Accrued liabilities
|
144,947
|
|
|
185,409
|
|
||
Total current liabilities
|
384,159
|
|
|
456,264
|
|
||
SENIOR SECURED CREDIT FACILITY
|
1,306,300
|
|
|
1,099,200
|
|
||
SENIOR UNSECURED NOTES, net of debt issuance costs
|
2,458,614
|
|
|
2,598,918
|
|
||
DEFERRED TAX LIABILITIES
|
12,244
|
|
|
11,913
|
|
||
OTHER LONG-TERM LIABILITIES
|
293,524
|
|
|
256,571
|
|
||
Total liabilities
|
4,454,841
|
|
|
4,422,866
|
|
||
|
|
|
|
||||
MEZZANINE CAPITAL:
|
|
|
|
||||
Class A Convertible Preferred Units, 23,402,956 and
22,411,728
issued and outstanding at June 30, 2018 and December 31, 2017, respectively
|
728,459
|
|
|
697,151
|
|
||
|
|
|
|
||||
PARTNERS’ CAPITAL:
|
|
|
|
||||
Common unitholders, 122,579,218 and 122,579,218 units issued and outstanding at June 30, 2018 and December 31, 2017, respectively
|
1,881,957
|
|
|
2,026,147
|
|
||
Accumulated other comprehensive loss
|
(604
|
)
|
|
(604
|
)
|
||
Noncontrolling interests
|
(7,021
|
)
|
|
(8,079
|
)
|
||
Total partners' capital
|
1,874,332
|
|
|
2,017,464
|
|
||
TOTAL LIABILITIES, MEZZANINE CAPITAL AND PARTNERS’ CAPITAL
|
$
|
7,057,632
|
|
|
$
|
7,137,481
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
REVENUES:
|
|
|
|
|
|
|
|
||||||||
Offshore pipeline transportation services
|
69,969
|
|
|
77,638
|
|
|
143,229
|
|
|
162,766
|
|
||||
Sodium minerals and sulfur services
|
298,881
|
|
|
43,068
|
|
|
584,791
|
|
|
88,114
|
|
||||
Marine transportation
|
56,185
|
|
|
53,202
|
|
|
105,114
|
|
|
103,504
|
|
||||
Onshore facilities and transportation
|
327,353
|
|
|
232,815
|
|
|
645,062
|
|
|
467,830
|
|
||||
Total revenues
|
752,388
|
|
|
406,723
|
|
|
1,478,196
|
|
|
822,214
|
|
||||
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
||||||||
Onshore facilities and transportation product costs
|
283,059
|
|
|
188,395
|
|
|
560,877
|
|
|
380,488
|
|
||||
Onshore facilities and transportation operating costs
|
23,046
|
|
|
33,939
|
|
|
45,341
|
|
|
56,178
|
|
||||
Marine transportation operating costs
|
44,217
|
|
|
38,949
|
|
|
82,064
|
|
|
76,191
|
|
||||
Sodium minerals and sulfur services operating costs
|
232,517
|
|
|
26,606
|
|
|
456,015
|
|
|
53,970
|
|
||||
Offshore pipeline transportation operating costs
|
17,440
|
|
|
18,124
|
|
|
35,780
|
|
|
35,992
|
|
||||
General and administrative
|
13,529
|
|
|
9,338
|
|
|
25,203
|
|
|
19,314
|
|
||||
Depreciation, depletion and amortization
|
77,680
|
|
|
56,609
|
|
|
152,935
|
|
|
112,721
|
|
||||
Gain on sale of assets
|
—
|
|
|
(26,684
|
)
|
|
—
|
|
|
(26,684
|
)
|
||||
Total costs and expenses
|
691,488
|
|
|
345,276
|
|
|
1,358,215
|
|
|
708,170
|
|
||||
OPERATING INCOME
|
60,900
|
|
|
61,447
|
|
|
119,981
|
|
|
114,044
|
|
||||
Equity in earnings of equity investees
|
8,324
|
|
|
10,426
|
|
|
18,896
|
|
|
21,761
|
|
||||
Interest expense
|
(57,909
|
)
|
|
(37,990
|
)
|
|
(114,045
|
)
|
|
(74,729
|
)
|
||||
Other expense
|
(188
|
)
|
|
—
|
|
|
(5,432
|
)
|
|
—
|
|
||||
Income before income taxes
|
11,127
|
|
|
33,883
|
|
|
19,400
|
|
|
61,076
|
|
||||
Income tax expense
|
(256
|
)
|
|
(303
|
)
|
|
(631
|
)
|
|
(558
|
)
|
||||
NET INCOME
|
10,871
|
|
|
33,580
|
|
|
18,769
|
|
|
60,518
|
|
||||
Net loss attributable to noncontrolling interests
|
126
|
|
|
153
|
|
|
262
|
|
|
305
|
|
||||
NET INCOME ATTRIBUTABLE TO GENESIS ENERGY, L.P.
|
$
|
10,997
|
|
|
$
|
33,733
|
|
|
$
|
19,031
|
|
|
$
|
60,823
|
|
Less: Accumulated distributions attributable to Class A Convertible Preferred Units
|
(17,257
|
)
|
|
—
|
|
|
(34,145
|
)
|
|
—
|
|
||||
NET INCOME(LOSS) AVAILABLE TO COMMON UNITHOLDERS
|
$
|
(6,260
|
)
|
|
$
|
33,733
|
|
|
$
|
(15,114
|
)
|
|
$
|
60,823
|
|
NET INCOME(LOSS) PER COMMON UNIT (Note 11):
|
|
|
|
|
|
|
|
||||||||
Basic and Diluted
|
$
|
(0.05
|
)
|
|
$
|
0.28
|
|
|
$
|
(0.12
|
)
|
|
$
|
0.50
|
|
WEIGHTED AVERAGE OUTSTANDING COMMON UNITS:
|
|
|
|
|
|
|
|
||||||||
Basic and Diluted
|
122,579
|
|
|
122,579
|
|
|
122,579
|
|
|
120,495
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Net income
|
10,871
|
|
|
33,580
|
|
|
18,769
|
|
|
60,518
|
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
||||
Change in benefit plan liability
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total Comprehensive income
|
10,871
|
|
|
33,580
|
|
|
18,769
|
|
|
60,518
|
|
Comprehensive loss attributable to non-controlling interests
|
126
|
|
|
153
|
|
|
262
|
|
|
305
|
|
Comprehensive income attributable to Genesis Energy, L.P.
|
10,997
|
|
|
33,733
|
|
|
19,031
|
|
|
60,823
|
|
|
Number of
Common Units
|
|
Partners’ Capital
|
|
Noncontrolling Interest
|
|
Accumulated Other Comprehensive Loss
|
|
Total
|
|||||||||
Partners’ capital, December 31, 2017
|
122,579
|
|
|
$
|
2,026,147
|
|
|
$
|
(8,079
|
)
|
|
$
|
(604
|
)
|
|
$
|
2,017,464
|
|
Impact of adoption of ASC 606
|
—
|
|
|
(3,550
|
)
|
|
—
|
|
|
—
|
|
|
(3,550
|
)
|
||||
Partners’ capital, January 1, 2018
|
122,579
|
|
|
2,022,597
|
|
|
(8,079
|
)
|
|
(604
|
)
|
|
2,013,914
|
|
||||
Net income (loss)
|
—
|
|
|
19,031
|
|
|
(262
|
)
|
|
—
|
|
|
18,769
|
|
||||
Cash distributions to partners
|
—
|
|
|
(126,257
|
)
|
|
—
|
|
|
—
|
|
|
(126,257
|
)
|
||||
Cash contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
1,320
|
|
|
—
|
|
|
1,320
|
|
||||
Distributions to Class A Convertible Preferred unitholders
|
—
|
|
|
(33,414
|
)
|
|
—
|
|
|
—
|
|
|
(33,414
|
)
|
||||
Partners' capital, June 30, 2018
|
122,579
|
|
|
$
|
1,881,957
|
|
|
$
|
(7,021
|
)
|
|
$
|
(604
|
)
|
|
$
|
1,874,332
|
|
|
Number of
Common Units
|
|
Partners’ Capital
|
|
Noncontrolling Interest
|
|
Accumulated Other Comprehensive Loss
|
|
Total
|
|||||||||
Partners’ capital, January 1, 2017
|
117,979
|
|
|
$
|
2,130,331
|
|
|
$
|
(10,281
|
)
|
|
$
|
—
|
|
|
$
|
2,120,050
|
|
Net income (loss)
|
—
|
|
|
60,823
|
|
|
(305
|
)
|
|
—
|
|
|
60,518
|
|
||||
Cash distributions to partners
|
—
|
|
|
(171,993
|
)
|
|
—
|
|
|
—
|
|
|
(171,993
|
)
|
||||
Cash contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
725
|
|
|
—
|
|
|
725
|
|
||||
Issuance of common units for cash, net
|
4,600
|
|
|
140,537
|
|
|
—
|
|
|
—
|
|
|
140,537
|
|
||||
Partners' capital, June 30, 2017
|
122,579
|
|
|
$
|
2,159,698
|
|
|
$
|
(9,861
|
)
|
|
$
|
—
|
|
|
$
|
2,149,837
|
|
|
Six Months Ended
June 30, |
||||||
|
2018
|
|
2017
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
||||
Net income
|
$
|
18,769
|
|
|
$
|
60,518
|
|
Adjustments to reconcile net income to net cash provided by operating activities -
|
|
|
|
||||
Depreciation, depletion and amortization
|
152,935
|
|
|
112,721
|
|
||
Provision for leased items no longer in use
|
—
|
|
|
12,589
|
|
||
Gain on sale of assets
|
—
|
|
|
(26,684
|
)
|
||
Amortization and write-off of debt issuance costs and discount
|
6,820
|
|
|
5,260
|
|
||
Amortization of unearned income and initial direct costs on direct financing leases
|
(6,615
|
)
|
|
(6,958
|
)
|
||
Payments received under direct financing leases
|
10,334
|
|
|
10,334
|
|
||
Equity in earnings of investments in equity investees
|
(18,896
|
)
|
|
(21,761
|
)
|
||
Cash distributions of earnings of equity investees
|
20,162
|
|
|
22,235
|
|
||
Non-cash effect of long-term incentive compensation plans
|
1,662
|
|
|
(1,457
|
)
|
||
Deferred and other tax liabilities
|
331
|
|
|
358
|
|
||
Unrealized loss on derivative transactions
|
3,269
|
|
|
561
|
|
||
Other, net
|
(3,800
|
)
|
|
292
|
|
||
Net changes in components of operating assets and liabilities (
Note 14
)
|
(34,155
|
)
|
|
8,313
|
|
||
Net cash provided by operating activities
|
150,816
|
|
|
176,321
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
||||
Payments to acquire fixed and intangible assets
|
(110,970
|
)
|
|
(126,580
|
)
|
||
Cash distributions received from equity investees - return of investment
|
17,828
|
|
|
17,956
|
|
||
Investments in equity investees
|
(395
|
)
|
|
—
|
|
||
Acquisitions
|
—
|
|
|
(759
|
)
|
||
Contributions in aid of construction costs
|
—
|
|
|
124
|
|
||
Proceeds from asset sales
|
1,192
|
|
|
38,237
|
|
||
Net cash used in investing activities
|
(92,345
|
)
|
|
(71,022
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
||||
Borrowings on senior secured credit facility
|
543,100
|
|
|
410,700
|
|
||
Repayments on senior secured credit facility
|
(336,000
|
)
|
|
(477,900
|
)
|
||
Repayment of senior unsecured notes
|
(145,170
|
)
|
|
—
|
|
||
Debt issuance costs
|
(224
|
)
|
|
(7,536
|
)
|
||
Issuance of common units for cash, net
|
—
|
|
|
140,537
|
|
||
Contributions from noncontrolling interests
|
1,320
|
|
|
725
|
|
||
Distributions to common unitholders
|
(126,257
|
)
|
|
(171,993
|
)
|
||
Other, net
|
3,565
|
|
|
3,216
|
|
||
Net cash used in financing activities
|
(59,666
|
)
|
|
(102,251
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
(1,195
|
)
|
|
3,048
|
|
||
Cash and cash equivalents at beginning of period
|
9,041
|
|
|
7,029
|
|
||
Cash and cash equivalents at end of period
|
$
|
7,846
|
|
|
$
|
10,077
|
|
•
|
Offshore pipeline transportation and processing of crude oil and natural gas in the Gulf of Mexico;
|
•
|
Sodium minerals and sulfur services involving trona and trona-based exploring, mining, processing, producing, marketing and selling activities, as well as 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");
|
•
|
Onshore facilities and transportation, which include terminalling, blending, storing, marketing, and transporting crude oil, petroleum products, and CO
2
; and
|
•
|
Marine transportation to provide waterborne transportation of petroleum products and crude oil throughout North America.
|
|
December 31, 2017
|
|
Adjustments
|
|
January 1,
2018
|
||||||
ASSETS
|
|
|
|
|
|
||||||
Accounts receivable- trade, net
|
$
|
495,449
|
|
|
$
|
(48,028
|
)
|
|
$
|
447,421
|
|
Inventories
|
88,653
|
|
|
5,138
|
|
|
93,791
|
|
|||
Other assets, net of amortization
|
56,628
|
|
|
59,204
|
|
|
115,832
|
|
|||
|
|
|
|
|
|
||||||
LIABILITIES AND CAPITAL
|
|
|
|
|
|
||||||
Other long-term liabilities
|
256,571
|
|
|
19,864
|
|
|
276,435
|
|
|||
|
|
|
|
|
|
||||||
Partners' capital
|
2,026,147
|
|
|
(3,550
|
)
|
|
2,022,597
|
|
|
As of June 30, 2018
|
||||||||||
Unaudited Condensed Consolidated Balance Sheet
|
As Reported
|
|
Without adoption of ASC 606
|
|
Effect of Change Increase/(Decrease)
|
||||||
ASSETS
|
|
|
|
|
|
||||||
Accounts receivable-trade, net
|
$
|
432,777
|
|
|
$
|
484,990
|
|
|
$
|
(52,213
|
)
|
Inventories
|
92,520
|
|
|
88,451
|
|
|
4,069
|
|
|||
Other Assets, net of amortization
|
118,170
|
|
|
51,098
|
|
|
67,072
|
|
|||
|
|
|
|
|
|
||||||
LIABILITIES AND CAPITAL
|
|
|
|
|
|
||||||
Other Long-Term Liabilities
|
293,524
|
|
|
270,274
|
|
|
23,250
|
|
|||
Partners' Capital
|
1,881,957
|
|
|
1,886,279
|
|
|
(4,322
|
)
|
|
Three months ended June 30, 2018
|
|
Six months ended June 30, 2018
|
||||||||||||||||||||
Unaudited Condensed Consolidated Statement of Operations
|
As Reported
|
|
Without adoption of ASC 606
|
|
Effect of Change Increase/(Decrease)
|
|
As Reported
|
|
Without adoption of ASC 606
|
|
Effect of Change Increase/(Decrease)
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Offshore pipeline transportation services
|
$
|
69,969
|
|
|
$
|
68,822
|
|
|
$
|
1,147
|
|
|
$
|
143,229
|
|
|
$
|
142,933
|
|
|
$
|
296
|
|
Sodium minerals and sulfur services
|
298,881
|
|
|
269,151
|
|
|
29,730
|
|
|
584,791
|
|
|
533,116
|
|
|
51,675
|
|
||||||
Marine transportation
|
56,185
|
|
|
56,185
|
|
|
—
|
|
|
105,114
|
|
|
105,114
|
|
|
—
|
|
||||||
Onshore facilities and transportation
|
327,353
|
|
|
327,353
|
|
|
—
|
|
|
645,062
|
|
|
645,062
|
|
|
—
|
|
||||||
Total revenues
|
752,388
|
|
|
721,511
|
|
|
30,877
|
|
|
1,478,196
|
|
|
1,426,225
|
|
|
51,971
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Onshore facilities and transportation product costs
|
283,059
|
|
|
283,059
|
|
|
—
|
|
|
560,877
|
|
|
560,877
|
|
|
—
|
|
||||||
Onshore facilities and transportation operating costs
|
23,046
|
|
|
23,046
|
|
|
—
|
|
|
45,341
|
|
|
45,341
|
|
|
—
|
|
||||||
Marine transportation operating costs
|
44,217
|
|
|
44,217
|
|
|
—
|
|
|
82,064
|
|
|
82,064
|
|
|
—
|
|
||||||
Sodium minerals and sulfur services operating costs
|
232,517
|
|
|
203,818
|
|
|
28,699
|
|
|
456,015
|
|
|
403,272
|
|
|
52,743
|
|
||||||
Offshore pipeline transportation operating costs
|
17,440
|
|
|
17,440
|
|
|
—
|
|
|
35,780
|
|
|
35,780
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
OPERATING INCOME
|
60,900
|
|
|
58,721
|
|
|
2,179
|
|
|
119,981
|
|
|
120,753
|
|
|
(772
|
)
|
|
Three Months Ended
June 30, |
||||||||||||||||||
|
Onshore Facilities & Transportation
|
|
Sodium Minerals & Sulfur Services
|
|
Offshore Pipeline Transportation
|
|
Marine Transportation
|
|
Consolidated
|
||||||||||
Fee-based revenues
|
$
|
35,010
|
|
|
$
|
—
|
|
|
$
|
69,969
|
|
|
$
|
56,185
|
|
|
$
|
161,164
|
|
Product Sales
|
292,343
|
|
|
269,151
|
|
|
—
|
|
|
—
|
|
|
561,494
|
|
|||||
Refinery Services
|
—
|
|
|
29,730
|
|
|
—
|
|
|
—
|
|
|
29,730
|
|
|||||
|
$
|
327,353
|
|
|
$
|
298,881
|
|
|
$
|
69,969
|
|
|
$
|
56,185
|
|
|
$
|
752,388
|
|
|
Six Months Ended
June 30, |
||||||||||||||||||
|
Onshore Facilities & Transportation
|
|
Sodium Minerals & Sulfur Services
|
|
Offshore Pipeline Transportation
|
|
Marine Transportation
|
|
Consolidated
|
||||||||||
Fee-based revenues
|
$
|
65,348
|
|
|
$
|
—
|
|
|
$
|
143,229
|
|
|
$
|
105,114
|
|
|
$
|
313,691
|
|
Product Sales
|
579,714
|
|
|
533,116
|
|
|
—
|
|
|
—
|
|
|
1,112,830
|
|
|||||
Refinery Services
|
—
|
|
|
51,675
|
|
|
—
|
|
|
—
|
|
|
51,675
|
|
|||||
|
$
|
645,062
|
|
|
$
|
584,791
|
|
|
$
|
143,229
|
|
|
$
|
105,114
|
|
|
$
|
1,478,196
|
|
|
Contract Assets
|
|
Contract Liabilities
|
||||
|
Non-Current
|
|
Non-Current
|
||||
Balance at January 1, 2018
|
$
|
59,204
|
|
|
$
|
19,864
|
|
Balance at June 30, 2018
|
67,072
|
|
|
23,253
|
|
1)
|
Performance obligations that are part of a contract with an expected duration of
one
year or less;
|
2)
|
Revenue recognized from the satisfaction of performance obligations where we have a right to consideration in an amount that corresponds directly with the value provided to customers; and
|
3)
|
Contracts that contain variable consideration, such as index-based pricing or variable volumes, that is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that is part of a series.
|
|
Offshore Pipeline Transportation
|
Marine Transportation
|
Onshore Facilities and Transportation
|
||||||
|
|
|
|
||||||
Remainder of 2018
|
$
|
41,715
|
|
$
|
13,616
|
|
$
|
33,633
|
|
2019
|
73,918
|
|
27,010
|
|
67,083
|
|
|||
2020
|
50,883
|
|
20,128
|
|
61,328
|
|
|||
2021
|
34,261
|
|
—
|
|
21,892
|
|
|||
2022
|
22,558
|
|
—
|
|
4,283
|
|
|||
Thereafter
|
134,623
|
|
—
|
|
—
|
|
|||
Total
|
$
|
357,958
|
|
$
|
60,754
|
|
$
|
188,219
|
|
|
Three Months Ended June 30, 2018
|
|
Six Months Ended June 30, 2018
|
|||
Revenues
|
$
|
211,381
|
|
|
419,930
|
|
Net Income Attributable to Genesis Energy, L.P.
|
$
|
30,404
|
|
|
62,144
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||
|
2017
|
|
2017
|
||||
Pro forma consolidated financial operating results:
|
|
|
|
||||
Revenues
|
$
|
608,000
|
|
|
$
|
1,214,100
|
|
Net Income Attributable to Genesis Energy, L.P.
|
45,435
|
|
|
81,925
|
|
||
Net Income Available to Common Unitholders
|
28,670
|
|
|
48,753
|
|
||
Basic and diluted earnings per common unit:
|
|
|
|
||||
As reported net income per common unit
|
$
|
0.28
|
|
|
$
|
0.50
|
|
Pro forma net income per common unit
|
$
|
0.23
|
|
|
$
|
0.40
|
|
|
June 30,
2018 |
|
December 31,
2017 |
||||
Petroleum products
|
$
|
5,490
|
|
|
$
|
8,731
|
|
Crude oil
|
29,930
|
|
|
29,873
|
|
||
Caustic soda
|
6,964
|
|
|
5,755
|
|
||
NaHS
|
13,040
|
|
|
8,277
|
|
||
Raw materials - Alkali operations
|
4,396
|
|
|
4,550
|
|
||
Work-in-process - Alkali operations
|
11,114
|
|
|
7,355
|
|
||
Finished goods, net - Alkali operations
|
11,182
|
|
|
14,075
|
|
||
Materials and supplies, net - Alkali operations
|
10,403
|
|
|
10,030
|
|
||
Other
|
1
|
|
|
7
|
|
||
Total
|
$
|
92,520
|
|
|
$
|
88,653
|
|
|
June 30,
2018 |
|
December 31,
2017 |
||||
Crude oil pipelines and natural gas pipelines and related assets
|
$
|
3,090,475
|
|
|
$
|
3,028,657
|
|
Alkali facilities, machinery, and equipment
|
506,924
|
|
|
497,601
|
|
||
Onshore facilities, machinery, and equipment
|
725,624
|
|
|
692,364
|
|
||
Transportation equipment
|
21,529
|
|
|
21,483
|
|
||
Marine vessels
|
935,823
|
|
|
918,953
|
|
||
Land, buildings and improvements
|
230,665
|
|
|
223,186
|
|
||
Office equipment, furniture and fixtures
|
18,924
|
|
|
18,112
|
|
||
Construction in progress
|
104,592
|
|
|
151,768
|
|
||
Other
|
51,597
|
|
|
48,891
|
|
||
Fixed assets, at cost
|
5,686,153
|
|
|
5,601,015
|
|
||
Less: Accumulated depreciation
|
(867,465
|
)
|
|
(734,986
|
)
|
||
Net fixed assets
|
$
|
4,818,688
|
|
|
$
|
4,866,029
|
|
|
June 30,
2018 |
|
December 31,
2017 |
||||
Mineral leaseholds
|
$
|
566,019
|
|
|
$
|
566,019
|
|
Less: Accumulated depletion
|
(3,704
|
)
|
|
(1,513
|
)
|
||
Mineral leaseholds, net
|
$
|
562,315
|
|
|
$
|
564,506
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Depreciation expense
|
$
|
70,836
|
|
|
$
|
50,397
|
|
|
$
|
139,264
|
|
|
$
|
100,321
|
|
Depletion expense
|
1,054
|
|
|
—
|
|
|
2,191
|
|
|
—
|
|
ARO liability balance, December 31, 2017
|
$
|
198,187
|
|
Accretion expense
|
5,496
|
|
|
Change in estimate
|
513
|
|
|
Settlements
|
(6,223
|
)
|
|
ARO liability balance, June 30, 2018
|
$
|
197,973
|
|
Remainder of
|
2018
|
$
|
5,432
|
|
|
2019
|
$
|
9,877
|
|
|
2020
|
$
|
8,710
|
|
|
2021
|
$
|
9,302
|
|
|
2022
|
$
|
9,935
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Genesis’ share of operating earnings
|
$
|
12,266
|
|
|
$
|
14,368
|
|
|
$
|
26,780
|
|
|
$
|
29,645
|
|
Amortization of excess purchase price
|
(3,942
|
)
|
|
(3,942
|
)
|
|
(7,884
|
)
|
|
(7,884
|
)
|
||||
Net equity in earnings
|
$
|
8,324
|
|
|
$
|
10,426
|
|
|
$
|
18,896
|
|
|
$
|
21,761
|
|
Distributions received
|
$
|
18,361
|
|
|
$
|
19,566
|
|
|
$
|
37,990
|
|
|
$
|
40,191
|
|
|
June 30,
2018 |
|
December 31,
2017 |
||||
BALANCE SHEET DATA:
|
|
|
|
||||
Assets
|
|
|
|
||||
Current assets
|
$
|
15,979
|
|
|
$
|
18,711
|
|
Fixed assets, net
|
209,728
|
|
|
217,343
|
|
||
Other assets
|
1,044
|
|
|
1,203
|
|
||
Total assets
|
$
|
226,751
|
|
|
$
|
237,257
|
|
Liabilities and equity
|
|
|
|
||||
Current liabilities
|
$
|
18,244
|
|
|
$
|
17,560
|
|
Other liabilities
|
241,134
|
|
|
237,434
|
|
||
Equity
|
(32,627
|
)
|
|
(17,737
|
)
|
||
Total liabilities and equity
|
$
|
226,751
|
|
|
$
|
237,257
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
INCOME STATEMENT DATA:
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
27,250
|
|
|
$
|
28,501
|
|
|
$
|
56,194
|
|
|
$
|
57,406
|
|
Operating income
|
$
|
19,325
|
|
|
$
|
20,038
|
|
|
$
|
39,672
|
|
|
$
|
40,825
|
|
Net income
|
$
|
17,432
|
|
|
$
|
18,580
|
|
|
$
|
36,010
|
|
|
$
|
38,015
|
|
|
June 30, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Carrying
Value
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Carrying
Value
|
||||||||||||
Sodium minerals and sulfur services:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
$
|
94,654
|
|
|
$
|
93,574
|
|
|
$
|
1,080
|
|
|
$
|
94,654
|
|
|
$
|
92,493
|
|
|
$
|
2,161
|
|
Licensing agreements
|
38,678
|
|
|
37,603
|
|
|
1,075
|
|
|
38,678
|
|
|
36,528
|
|
|
2,150
|
|
||||||
Non-compete agreement
|
800
|
|
|
222
|
|
|
578
|
|
|
800
|
|
|
89
|
|
|
711
|
|
||||||
Segment total
|
134,132
|
|
|
131,399
|
|
|
2,733
|
|
|
134,132
|
|
|
129,110
|
|
|
5,022
|
|
||||||
Onshore Facilities & Transportation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
35,430
|
|
|
35,103
|
|
|
327
|
|
|
35,430
|
|
|
35,082
|
|
|
348
|
|
||||||
Intangibles associated with lease
|
13,260
|
|
|
5,170
|
|
|
8,090
|
|
|
13,260
|
|
|
4,933
|
|
|
8,327
|
|
||||||
Segment total
|
48,690
|
|
|
40,273
|
|
|
8,417
|
|
|
48,690
|
|
|
40,015
|
|
|
8,675
|
|
||||||
Marine contract intangibles
|
27,000
|
|
|
14,400
|
|
|
12,600
|
|
|
27,000
|
|
|
11,700
|
|
|
15,300
|
|
||||||
Offshore pipeline contract intangibles
|
158,101
|
|
|
24,270
|
|
|
133,831
|
|
|
158,101
|
|
|
20,109
|
|
|
137,992
|
|
||||||
Other
|
31,074
|
|
|
14,970
|
|
|
16,104
|
|
|
28,900
|
|
|
13,483
|
|
|
15,417
|
|
||||||
Total
|
$
|
398,997
|
|
|
$
|
225,312
|
|
|
$
|
173,685
|
|
|
$
|
396,823
|
|
|
$
|
214,417
|
|
|
$
|
182,406
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Amortization of intangible assets
|
$
|
5,461
|
|
|
$
|
5,872
|
|
|
$
|
10,894
|
|
|
$
|
11,744
|
|
Remainder of
|
2018
|
$
|
11,003
|
|
|
2019
|
$
|
16,155
|
|
|
2020
|
$
|
16,750
|
|
|
2021
|
$
|
11,378
|
|
|
2022
|
$
|
10,768
|
|
|
June 30, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
Principal
|
|
Unamortized Discount and Debt Issuance Costs
(1)
|
|
Net Value
|
|
Principal
|
|
Unamortized Discount and Debt Issuance Costs
(1)
|
|
Net Value
|
||||||||||||
Senior secured credit facility
|
$
|
1,306,300
|
|
|
$
|
—
|
|
|
$
|
1,306,300
|
|
|
$
|
1,099,200
|
|
|
$
|
—
|
|
|
$
|
1,099,200
|
|
5.750% senior unsecured notes due February 2021
|
—
|
|
|
—
|
|
|
—
|
|
|
145,170
|
|
|
1,303
|
|
|
143,867
|
|
||||||
6.750% senior unsecured notes due August 2022
|
750,000
|
|
|
14,433
|
|
|
735,567
|
|
|
750,000
|
|
|
16,077
|
|
|
733,923
|
|
||||||
6.000% senior unsecured notes due May 2023
|
400,000
|
|
|
5,158
|
|
|
394,842
|
|
|
400,000
|
|
|
5,691
|
|
|
394,309
|
|
||||||
5.625% senior unsecured notes due June 2024
|
350,000
|
|
|
5,268
|
|
|
344,732
|
|
|
350,000
|
|
|
5,717
|
|
|
344,283
|
|
||||||
6.500% senior unsecured notes due October 2025
|
550,000
|
|
|
8,851
|
|
|
541,149
|
|
|
550,000
|
|
|
9,462
|
|
|
540,538
|
|
||||||
6.250% senior unsecured notes due May 2026
|
450,000
|
|
|
7,676
|
|
|
442,324
|
|
|
450,000
|
|
|
8,002
|
|
|
441,998
|
|
||||||
Total long-term debt
|
$
|
3,806,300
|
|
|
$
|
41,386
|
|
|
$
|
3,764,914
|
|
|
$
|
3,744,370
|
|
|
$
|
46,252
|
|
|
$
|
3,698,118
|
|
(1)
|
Unamortized debt issuance costs associated with our senior secured credit facility (included in Other Long Term Assets on the Unaudited Condensed Consolidated Balance Sheet) were
$12.4 million
and
$14.1 million
as of June 30, 2018 and December 31, 2017, respectively.
|
Distribution For
|
|
Date Paid
|
|
Per Unit
Amount
|
|
Total
Amount
|
|
||||
2017
|
|
|
|
|
|
|
|
||||
1
st
Quarter
|
|
May 15, 2017
|
|
$
|
0.7200
|
|
|
$
|
88,257
|
|
|
2
nd
Quarter
|
|
August 14, 2017
|
|
$
|
0.7225
|
|
|
$
|
88,563
|
|
|
3
rd
Quarter
|
|
November 14, 2017
|
|
$
|
0.5000
|
|
|
$
|
61,290
|
|
|
4
th
Quarter
|
|
February 14, 2018
|
|
$
|
0.5100
|
|
|
$
|
62,515
|
|
|
2018
|
|
|
|
|
|
|
|
||||
1
st
Quarter
|
|
May 15, 2018
|
|
$
|
0.5200
|
|
|
$
|
63,741
|
|
|
2
nd
Quarter
|
|
August 14, 2018
|
(1)
|
$
|
0.5300
|
|
|
$
|
64,967
|
|
|
|
|
As of June 30,
|
||
Mezzanine Capital Balance
|
|
2018
|
||
Balance as of December 31, 2017
|
|
$
|
697,151
|
|
Distribution paid-in-kind
|
|
33,414
|
|
|
Allocation of Distribution paid in-kind to Preferred Distribution Rate Reset Election (
Note 16
)
|
|
(2,106
|
)
|
|
Balance as of June 30, 2018
|
|
$
|
728,459
|
|
|
|
Six months ended
June 30,
|
||
Number of Class A Convertible Preferred Units
|
|
2018
|
||
Balance as of December 31, 2017
|
|
$
|
22,411,728
|
|
Distribution paid-in-kind
|
|
991,228
|
|
|
Balance as of June 30, 2018
|
|
$
|
23,402,956
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net Income Attributable to Genesis Energy L.P.
|
$
|
10,997
|
|
|
33,733
|
|
|
$
|
19,031
|
|
|
$
|
60,823
|
|
|
Less: Accumulated distributions attributable to Class A Convertible Preferred Units
|
(17,257
|
)
|
|
—
|
|
|
(34,145
|
)
|
|
—
|
|
||||
Net Income (loss) Available to Common Unitholders
|
$
|
(6,260
|
)
|
|
$
|
33,733
|
|
|
$
|
(15,114
|
)
|
|
$
|
60,823
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted Average Outstanding Units
|
122,579
|
|
|
122,579
|
|
|
122,579
|
|
|
120,495
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic and Diluted Net Income (loss) per Common Unit
|
$
|
(0.05
|
)
|
|
$
|
0.28
|
|
|
$
|
(0.12
|
)
|
|
$
|
0.50
|
|
|
|
|
|
|
|
|
|
•
|
Offshore pipeline transportation – offshore transportation of crude oil and natural gas in the Gulf of Mexico;
|
•
|
Sodium minerals and sulfur services – trona and trona-based exploring, mining, processing, producing, marketing and selling activities, as well as processing high sulfur (or “sour”) gas streams for refineries to remove the sulfur, and selling the related by-product, NaHS;
|
•
|
Onshore facilities and transportation – terminalling, blending, storing, marketing and transporting crude oil, petroleum products (primarily fuel oil, asphalt, and other heavy refined products) and CO
2
;and
|
•
|
Marine transportation – marine transportation to provide waterborne transportation of petroleum products and crude oil throughout North America.
|
|
Offshore Pipeline Transportation
|
|
Sodium Minerals & Sulfur Services
|
|
Onshore Facilities & Transportation
|
|
Marine Transportation
|
|
Total
|
||||||||||
Three Months Ended June 30, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Segment margin (a)
|
$
|
71,602
|
|
|
$
|
64,542
|
|
|
$
|
25,744
|
|
|
$
|
11,966
|
|
|
$
|
173,854
|
|
Capital expenditures (b)
|
$
|
1,447
|
|
|
$
|
18,560
|
|
|
$
|
12,570
|
|
|
$
|
9,814
|
|
|
42,391
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
External customers
|
$
|
69,969
|
|
|
$
|
300,928
|
|
|
$
|
328,134
|
|
|
$
|
53,357
|
|
|
$
|
752,388
|
|
Intersegment (c)
|
—
|
|
|
(2,047
|
)
|
|
(781
|
)
|
|
2,828
|
|
|
—
|
|
|||||
Total revenues of reportable segments
|
$
|
69,969
|
|
|
$
|
298,881
|
|
|
$
|
327,353
|
|
|
$
|
56,185
|
|
|
$
|
752,388
|
|
Three Months Ended June 30, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Segment margin (a)
|
$
|
78,211
|
|
|
$
|
16,337
|
|
|
$
|
25,296
|
|
|
$
|
14,156
|
|
|
$
|
134,000
|
|
Capital expenditures (b)
|
$
|
3,903
|
|
|
$
|
432
|
|
|
$
|
42,383
|
|
|
$
|
11,132
|
|
|
57,850
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
External customers
|
$
|
78,577
|
|
|
$
|
45,210
|
|
|
$
|
233,625
|
|
|
$
|
49,311
|
|
|
$
|
406,723
|
|
Intersegment (c)
|
(939
|
)
|
|
(2,142
|
)
|
|
(810
|
)
|
|
3,891
|
|
|
—
|
|
|||||
Total revenues of reportable segments
|
$
|
77,638
|
|
|
$
|
43,068
|
|
|
$
|
232,815
|
|
|
$
|
53,202
|
|
|
$
|
406,723
|
|
Six Months Ended June 30, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Segment Margin (a)
|
$
|
144,775
|
|
|
$
|
128,933
|
|
|
$
|
47,433
|
|
|
$
|
22,953
|
|
|
$
|
344,094
|
|
Capital expenditures (b)
|
$
|
2,101
|
|
|
$
|
28,259
|
|
|
$
|
35,859
|
|
|
$
|
20,679
|
|
|
86,898
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
External customers
|
$
|
143,229
|
|
|
$
|
588,331
|
|
|
$
|
648,349
|
|
|
$
|
98,287
|
|
|
1,478,196
|
|
|
Intersegment (c)
|
—
|
|
|
(3,540
|
)
|
|
(3,287
|
)
|
|
6,827
|
|
|
—
|
|
|||||
Total revenues of reportable segments
|
$
|
143,229
|
|
|
$
|
584,791
|
|
|
$
|
645,062
|
|
|
$
|
105,114
|
|
|
$
|
1,478,196
|
|
Six Months Ended June 30, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Segment Margin (a)
|
$
|
165,300
|
|
|
$
|
33,833
|
|
|
$
|
46,393
|
|
|
$
|
27,119
|
|
|
$
|
272,645
|
|
Capital expenditures (b)
|
$
|
6,142
|
|
|
$
|
945
|
|
|
$
|
89,085
|
|
|
$
|
20,665
|
|
|
116,837
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
External customers
|
$
|
163,982
|
|
|
$
|
92,481
|
|
|
$
|
468,236
|
|
|
$
|
97,515
|
|
|
822,214
|
|
|
Intersegment (c)
|
(1,216
|
)
|
|
(4,367
|
)
|
|
(406
|
)
|
|
5,989
|
|
|
—
|
|
|||||
Total revenues of reportable segments
|
$
|
162,766
|
|
|
$
|
88,114
|
|
|
$
|
467,830
|
|
|
$
|
103,504
|
|
|
$
|
822,214
|
|
|
June 30,
2018 |
|
December 31,
2017 |
||||
Offshore pipeline transportation
|
$
|
2,451,743
|
|
|
$
|
2,486,803
|
|
Sodium minerals and sulfur services
|
1,850,695
|
|
|
1,848,188
|
|
||
Onshore facilities and transportation
|
1,891,988
|
|
|
1,927,976
|
|
||
Marine transportation
|
815,858
|
|
|
824,777
|
|
||
Other assets
|
47,348
|
|
|
49,737
|
|
||
Total consolidated assets
|
$
|
7,057,632
|
|
|
$
|
7,137,481
|
|
(a)
|
A reconciliation of total 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.
|
(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, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Total Segment Margin
|
$
|
173,854
|
|
|
$
|
134,000
|
|
|
$
|
344,094
|
|
|
$
|
272,645
|
|
Corporate general and administrative expenses
|
(13,466
|
)
|
|
(7,137
|
)
|
|
(23,926
|
)
|
|
(15,464
|
)
|
||||
Depreciation, depletion, amortization and accretion
|
(79,862
|
)
|
|
(59,382
|
)
|
|
(157,870
|
)
|
|
(117,777
|
)
|
||||
Interest expense
|
(57,909
|
)
|
|
(37,990
|
)
|
|
(114,045
|
)
|
|
(74,729
|
)
|
||||
Adjustment to exclude distributable cash generated by equity investees not included in income and include equity in investees net income
(1)
|
(10,037
|
)
|
|
(9,140
|
)
|
|
(19,094
|
)
|
|
(18,430
|
)
|
||||
Non-cash items not included in Segment Margin
|
(638
|
)
|
|
(1,867
|
)
|
|
(6,775
|
)
|
|
(1,430
|
)
|
||||
Cash payments from direct financing leases in excess of earnings
|
(1,884
|
)
|
|
(1,709
|
)
|
|
(3,723
|
)
|
|
(3,376
|
)
|
||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
(3,339
|
)
|
|
—
|
|
||||
Differences in timing of cash receipts for certain contractual arrangements
(2)
|
1,148
|
|
|
3,166
|
|
|
4,479
|
|
|
5,847
|
|
||||
Gain on sale of assets
|
—
|
|
|
26,684
|
|
|
—
|
|
|
26,684
|
|
||||
Non-cash provision for leased items no longer in use
|
47
|
|
|
(12,589
|
)
|
|
(139
|
)
|
|
(12,589
|
)
|
||||
Income tax expense
|
(256
|
)
|
|
(303
|
)
|
|
(631
|
)
|
|
(558
|
)
|
||||
Net income attributable to Genesis Energy, L.P.
|
$
|
10,997
|
|
|
$
|
33,733
|
|
|
$
|
19,031
|
|
|
$
|
60,823
|
|
(1)
|
Includes distributions attributable to the quarter and received during or promptly following such quarter.
|
(2)
|
Includes the difference in timing of cash receipts from customers during the period and the revenue we recognize in accordance with GAAP on our related contracts.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Sales of CO
2
to Sandhill Group, LLC
(1)
|
$
|
690
|
|
|
$
|
726
|
|
|
$
|
1,233
|
|
|
$
|
1,403
|
|
Revenues from services and fees to Poseidon Oil Pipeline Company, LLC
(2)
|
3,039
|
|
|
3,044
|
|
|
6,239
|
|
|
6,066
|
|
||||
Revenues from product sales to ANSAC
|
93,938
|
|
|
—
|
|
|
184,734
|
|
|
—
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Amounts paid to our CEO in connection with the use of his aircraft
|
$
|
165
|
|
|
$
|
165
|
|
|
$
|
330
|
|
|
$
|
330
|
|
Charges for services from Poseidon Oil Pipeline Company, LLC (2)
|
250
|
|
|
249
|
|
|
499
|
|
|
490
|
|
||||
Charges for services from ANSAC
|
1,256
|
|
|
—
|
|
|
3,034
|
|
|
—
|
|
(1)
|
We own a
50%
interest in Sandhill Group, LLC.
|
(2)
|
We own
64%
interest in Poseidon Oil Pipeline Company, LLC.
|
|
June 30,
|
|
December 31,
|
||||
|
2018
|
|
2017
|
||||
Receivables:
|
|
|
|
||||
ANSAC
|
$
|
72,792
|
|
|
$
|
74,490
|
|
Payables:
|
|
|
|
||||
ANSAC
|
$
|
1,376
|
|
|
$
|
1,223
|
|
|
|
|
|
|
Six Months Ended
June 30, |
||||||
|
2018
|
|
2017
|
||||
(Increase) decrease in:
|
|
|
|
||||
Accounts receivable
|
$
|
15,834
|
|
|
$
|
3,666
|
|
Inventories
|
(1,436
|
)
|
|
29,800
|
|
||
Deferred charges
|
(3,968
|
)
|
|
(93
|
)
|
||
Other current assets
|
(2,024
|
)
|
|
(2,115
|
)
|
||
Decrease in:
|
|
|
|
||||
Accounts payable
|
(26,596
|
)
|
|
(6,843
|
)
|
||
Accrued liabilities
|
(15,965
|
)
|
|
(16,102
|
)
|
||
Net changes in components of operating assets and liabilities
|
$
|
(34,155
|
)
|
|
$
|
8,313
|
|
|
|
Sell (Short)
Contracts
|
|
Buy (Long)
Contracts
|
||||
Designated as hedges under accounting rules:
|
|
|
|
|
||||
Crude oil futures:
|
|
|
|
|
||||
Contract volumes (1,000 bbls)
|
|
217
|
|
|
—
|
|
||
Weighted average contract price per bbl
|
|
$
|
65.89
|
|
|
$
|
—
|
|
|
|
|
|
|
||||
Not qualifying or not designated as hedges under accounting rules:
|
|
|
|
|
||||
Crude oil futures:
|
|
|
|
|
||||
Contract volumes (1,000 bbls)
|
|
261
|
|
|
197
|
|
||
Weighted average contract price per bbl
|
|
$
|
67.17
|
|
|
$
|
69.95
|
|
Natural gas swaps:
|
|
|
|
|
||||
Contract volumes (10,000 MMBTU)
|
|
367
|
|
|
—
|
|
||
Weighted average price differential per MMBTU
|
|
$
|
0.70
|
|
|
$
|
—
|
|
Natural gas futures:
|
|
|
|
|
||||
Contract volumes (10,000 MMBTU)
|
|
51
|
|
|
368
|
|
||
Weighted average contract price per MMBTU
|
|
$
|
2.99
|
|
|
$
|
2.81
|
|
Fuel oil futures:
|
|
|
|
|
||||
Contract volumes (1,000 bbls)
|
|
143
|
|
|
40
|
|
||
Weighted average contract price per bbl
|
|
$
|
64.87
|
|
|
$
|
63.84
|
|
Crude oil options:
|
|
|
|
|
||||
Contract volumes (1,000 bbls)
|
|
35
|
|
|
10
|
|
||
Weighted average premium received
|
|
$
|
1.35
|
|
|
$
|
0.22
|
|
|
Unaudited Condensed Consolidated Balance Sheets Location
|
|
Fair Value
|
||||||
|
June 30,
2018 |
|
December 31,
2017 |
||||||
Asset Derivatives:
|
|
|
|
|
|
||||
Commodity derivatives - futures and call options (undesignated hedges):
|
|
|
|
|
|
||||
Gross amount of recognized assets
|
Current Assets - Other
|
|
$
|
1,118
|
|
|
$
|
505
|
|
Gross amount offset in the Unaudited Condensed Consolidated Balance Sheets
|
Current Assets - Other
|
|
(1,118
|
)
|
|
(505
|
)
|
||
Net amount of assets presented in the Unaudited Condensed Consolidated Balance Sheets related to commodity derivatives
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Natural Gas Swap (undesignated hedge)
|
Current Assets - Other
|
|
43
|
|
|
—
|
|
||
Commodity derivatives - futures and call options (designated hedges):
|
|
|
|
|
|
||||
Gross amount of recognized assets
|
Current Assets - Other
|
|
$
|
134
|
|
|
$
|
54
|
|
Gross amount offset in the Unaudited Condensed Consolidated Balance Sheets
|
Current Assets - Other
|
|
(134
|
)
|
|
(54
|
)
|
||
Net amount of assets presented in the Unaudited Condensed Consolidated Balance Sheets related to commodity derivatives
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liability Derivatives:
|
|
|
|
|
|
||||
Preferred Distribution Rate Reset Election
(2)
|
Other long-term liabilities
|
|
(49,409
|
)
|
|
(45,209
|
)
|
||
Natural Gas Swap (undesignated hedge)
|
Current Liabilities - Accrued Liabilities
|
|
(74
|
)
|
|
—
|
|
||
Commodity derivatives - futures and call options (undesignated hedges):
|
|
|
|
|
|
||||
Gross amount of recognized liabilities
|
Current Assets - Other
(1)
|
|
$
|
(2,537
|
)
|
|
$
|
(1,203
|
)
|
Gross amount offset in the Unaudited Condensed Consolidated Balance Sheets
|
Current Assets - Other
(1)
|
|
2,537
|
|
|
1,203
|
|
||
Net amount of liabilities presented in the Unaudited Condensed Consolidated Balance Sheets related to commodity derivatives
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commodity derivatives - futures and call options (designated hedges):
|
|
|
|
|
|
||||
Gross amount of recognized liabilities
|
Current Assets - Other
(1)
|
|
$
|
(1,926
|
)
|
|
$
|
(863
|
)
|
Gross amount offset in the Unaudited Condensed Consolidated Balance Sheets
|
Current Assets - Other
(1)
|
|
(304
|
)
|
|
338
|
|
||
Net amount of liabilities presented in the Unaudited Condensed Consolidated Balance Sheets related to commodity derivatives
|
|
|
$
|
(2,230
|
)
|
|
$
|
(525
|
)
|
(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, |
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|||||||||
Commodity derivatives - futures and call options:
|
|
|
|
|
|
|
|
|
|
||||||||
Contracts designated as hedges under accounting guidance
|
Onshore facilities and transportation product costs
|
|
$
|
(1,421
|
)
|
|
$
|
5,546
|
|
|
$
|
(2,787
|
)
|
|
$
|
11,832
|
|
Contracts not considered hedges under accounting guidance
|
Onshore facilities and transportation product costs, sodium minerals and sulfur services operating costs
|
|
(5,344
|
)
|
|
886
|
|
|
(5,676
|
)
|
|
1,979
|
|
||||
Total commodity derivatives
|
|
|
$
|
(6,765
|
)
|
|
$
|
6,432
|
|
|
$
|
(8,463
|
)
|
|
$
|
13,811
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Natural Gas Swap Liability
|
Sodium minerals and sulfur services operating costs
|
|
$
|
90
|
|
|
$
|
—
|
|
|
$
|
(185
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Preferred Distribution Rate Reset Election
|
Other expense
|
|
$
|
(188
|
)
|
|
$
|
—
|
|
|
$
|
(2,094
|
)
|
|
$
|
—
|
|
(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, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
Recurring Fair Value Measures
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||
Commodity derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
|
$
|
1,252
|
|
|
$
|
43
|
|
|
$
|
—
|
|
|
$
|
559
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liabilities
|
|
$
|
(4,463
|
)
|
|
$
|
(74
|
)
|
|
$
|
—
|
|
|
$
|
(2,066
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Preferred Distribution Rate Reset Election
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(49,409
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(45,209
|
)
|
|
Six months ended June 30,
|
||
|
2018
|
||
Balance as of December 31, 2017
|
$
|
(45,209
|
)
|
Change in fair value included in earnings
|
(2,094
|
)
|
|
Allocation of Distribution Paid-in-kind
|
(2,106
|
)
|
|
Balance as of June 30, 2018
|
$
|
(49,409
|
)
|
|
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
|
|
|
$
|
—
|
|
|
$
|
5,897
|
|
|
$
|
1,943
|
|
|
$
|
—
|
|
|
$
|
7,846
|
|
Other current assets
|
—
|
|
|
—
|
|
|
555,496
|
|
|
12,349
|
|
|
(22
|
)
|
|
567,823
|
|
||||||
Total current assets
|
6
|
|
|
—
|
|
|
561,393
|
|
|
14,292
|
|
|
(22
|
)
|
|
575,669
|
|
||||||
Fixed assets, at cost
|
—
|
|
|
—
|
|
|
5,608,568
|
|
|
77,585
|
|
|
—
|
|
|
5,686,153
|
|
||||||
Less: Accumulated depreciation
|
—
|
|
|
—
|
|
|
(839,498
|
)
|
|
(27,967
|
)
|
|
—
|
|
|
(867,465
|
)
|
||||||
Net fixed assets
|
—
|
|
|
—
|
|
|
4,769,070
|
|
|
49,618
|
|
|
—
|
|
|
4,818,688
|
|
||||||
Mineral Leaseholds
|
—
|
|
|
—
|
|
|
562,315
|
|
|
—
|
|
|
—
|
|
|
562,315
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
325,046
|
|
|
—
|
|
|
—
|
|
|
325,046
|
|
||||||
Other assets, net
|
12,353
|
|
|
—
|
|
|
439,697
|
|
|
122,136
|
|
|
(161,124
|
)
|
|
413,062
|
|
||||||
Advances to affiliates
|
3,753,885
|
|
|
—
|
|
|
—
|
|
|
93,645
|
|
|
(3,847,530
|
)
|
|
—
|
|
||||||
Equity investees
|
—
|
|
|
—
|
|
|
362,852
|
|
|
—
|
|
|
—
|
|
|
362,852
|
|
||||||
Investments in subsidiaries
|
2,699,080
|
|
|
—
|
|
|
84,932
|
|
|
—
|
|
|
(2,784,012
|
)
|
|
—
|
|
||||||
Total assets
|
$
|
6,465,324
|
|
|
$
|
—
|
|
|
$
|
7,105,305
|
|
|
$
|
279,691
|
|
|
$
|
(6,792,688
|
)
|
|
$
|
7,057,632
|
|
LIABILITIES AND CAPITAL
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities
|
$
|
40,584
|
|
|
$
|
—
|
|
|
$
|
334,786
|
|
|
$
|
8,953
|
|
|
$
|
(164
|
)
|
|
$
|
384,159
|
|
Senior secured credit facility
|
1,306,300
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,306,300
|
|
||||||
Senior unsecured notes
|
2,458,614
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,458,614
|
|
||||||
Deferred tax liabilities
|
—
|
|
|
—
|
|
|
12,244
|
|
|
—
|
|
|
—
|
|
|
12,244
|
|
||||||
Advances from affiliates
|
—
|
|
|
—
|
|
|
3,847,511
|
|
|
—
|
|
|
(3,847,511
|
)
|
|
—
|
|
||||||
Other liabilities
|
49,410
|
|
|
—
|
|
|
217,510
|
|
|
187,583
|
|
|
(160,979
|
)
|
|
293,524
|
|
||||||
Total liabilities
|
3,854,908
|
|
|
—
|
|
|
4,412,051
|
|
|
196,536
|
|
|
(4,008,654
|
)
|
|
4,454,841
|
|
||||||
Mezzanine Capital:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Class A Convertible Preferred Units
|
728,459
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
728,459
|
|
||||||
Partners’ capital, common units
|
1,881,957
|
|
|
—
|
|
|
2,693,858
|
|
|
90,176
|
|
|
(2,784,034
|
)
|
|
1,881,957
|
|
||||||
Accumulated other comprehensive loss
(1)
|
—
|
|
|
—
|
|
|
(604
|
)
|
|
—
|
|
|
—
|
|
|
(604
|
)
|
||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,021
|
)
|
|
—
|
|
|
(7,021
|
)
|
||||||
Total liabilities, mezzanine capital and partners’ capital
|
$
|
6,465,324
|
|
|
$
|
—
|
|
|
$
|
7,105,305
|
|
|
$
|
279,691
|
|
|
$
|
(6,792,688
|
)
|
|
$
|
7,057,632
|
|
|
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
|
|
|
$
|
—
|
|
|
$
|
8,340
|
|
|
$
|
695
|
|
|
$
|
—
|
|
|
$
|
9,041
|
|
Other current assets
|
50
|
|
|
—
|
|
|
614,682
|
|
|
12,316
|
|
|
(56
|
)
|
|
626,992
|
|
||||||
Total current assets
|
56
|
|
|
—
|
|
|
623,022
|
|
|
13,011
|
|
|
(56
|
)
|
|
636,033
|
|
||||||
Fixed assets, at cost
|
—
|
|
|
—
|
|
|
5,523,431
|
|
|
77,584
|
|
|
—
|
|
|
5,601,015
|
|
||||||
Less: Accumulated depreciation
|
—
|
|
|
—
|
|
|
(708,269
|
)
|
|
(26,717
|
)
|
|
—
|
|
|
(734,986
|
)
|
||||||
Net fixed assets
|
—
|
|
|
—
|
|
|
4,815,162
|
|
|
50,867
|
|
|
—
|
|
|
4,866,029
|
|
||||||
Mineral Leaseholds
|
—
|
|
|
—
|
|
|
564,506
|
|
|
—
|
|
|
—
|
|
|
564,506
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
325,046
|
|
|
—
|
|
|
—
|
|
|
325,046
|
|
||||||
Other assets, net
|
14,083
|
|
|
—
|
|
|
378,371
|
|
|
126,300
|
|
|
(154,437
|
)
|
|
364,317
|
|
||||||
Advances to affiliates
|
3,808,712
|
|
|
—
|
|
|
—
|
|
|
85,423
|
|
|
(3,894,135
|
)
|
|
—
|
|
||||||
Equity investees and other investments
|
—
|
|
|
—
|
|
|
381,550
|
|
|
—
|
|
|
—
|
|
|
381,550
|
|
||||||
Investments in subsidiaries
|
2,689,861
|
|
|
—
|
|
|
82,616
|
|
|
—
|
|
|
(2,772,477
|
)
|
|
—
|
|
||||||
Total assets
|
$
|
6,512,712
|
|
|
$
|
—
|
|
|
$
|
7,170,273
|
|
|
$
|
275,601
|
|
|
$
|
(6,821,105
|
)
|
|
$
|
7,137,481
|
|
LIABILITIES AND CAPITAL
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities
|
$
|
46,086
|
|
|
$
|
—
|
|
|
$
|
399,017
|
|
|
$
|
11,417
|
|
|
$
|
(256
|
)
|
|
$
|
456,264
|
|
Senior secured credit facilities
|
1,099,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,099,200
|
|
||||||
Senior unsecured notes
|
2,598,918
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,598,918
|
|
||||||
Deferred tax liabilities
|
—
|
|
|
—
|
|
|
11,913
|
|
|
—
|
|
|
—
|
|
|
11,913
|
|
||||||
Advances from affiliates
|
—
|
|
|
—
|
|
|
3,894,027
|
|
|
—
|
|
|
(3,894,027
|
)
|
|
—
|
|
||||||
Other liabilities
|
45,210
|
|
|
—
|
|
|
182,414
|
|
|
183,237
|
|
|
(154,290
|
)
|
|
256,571
|
|
||||||
Total liabilities
|
3,789,414
|
|
|
—
|
|
|
4,487,371
|
|
|
194,654
|
|
|
(4,048,573
|
)
|
|
4,422,866
|
|
||||||
Mezzanine Capital:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Class A Convertible Preferred Units
|
697,151
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
697,151
|
|
||||||
Partners’ capital, common units
|
2,026,147
|
|
|
—
|
|
|
2,683,506
|
|
|
89,026
|
|
|
(2,772,532
|
)
|
|
2,026,147
|
|
||||||
Accumulated other comprehensive loss
(1)
|
—
|
|
|
—
|
|
|
(604
|
)
|
|
—
|
|
|
—
|
|
|
(604
|
)
|
||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,079
|
)
|
|
—
|
|
|
(8,079
|
)
|
||||||
Total liabilities, mezzanine capital and partners’ capital
|
$
|
6,512,712
|
|
|
$
|
—
|
|
|
$
|
7,170,273
|
|
|
$
|
275,601
|
|
|
$
|
(6,821,105
|
)
|
|
$
|
7,137,481
|
|
|
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
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
69,969
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
69,969
|
|
Sodium minerals and sulfur services
|
—
|
|
|
—
|
|
|
297,929
|
|
|
3,068
|
|
|
(2,116
|
)
|
|
298,881
|
|
||||||
Marine transportation
|
—
|
|
|
—
|
|
|
56,185
|
|
|
—
|
|
|
—
|
|
|
56,185
|
|
||||||
Onshore facilities and transportation
|
—
|
|
|
—
|
|
|
322,469
|
|
|
4,884
|
|
|
—
|
|
|
327,353
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
746,552
|
|
|
7,952
|
|
|
(2,116
|
)
|
|
752,388
|
|
||||||
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Onshore facilities and transportation costs
|
—
|
|
|
—
|
|
|
305,828
|
|
|
277
|
|
|
—
|
|
|
306,105
|
|
||||||
Marine transportation costs
|
—
|
|
|
—
|
|
|
44,217
|
|
|
—
|
|
|
—
|
|
|
44,217
|
|
||||||
Sodium minerals and sulfur services operating costs
|
—
|
|
|
—
|
|
|
232,021
|
|
|
2,612
|
|
|
(2,116
|
)
|
|
232,517
|
|
||||||
Offshore pipeline transportation operating costs
|
—
|
|
|
—
|
|
|
16,809
|
|
|
631
|
|
|
—
|
|
|
17,440
|
|
||||||
General and administrative
|
—
|
|
|
—
|
|
|
13,529
|
|
|
—
|
|
|
—
|
|
|
13,529
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
77,055
|
|
|
625
|
|
|
—
|
|
|
77,680
|
|
||||||
Total costs and expenses
|
—
|
|
|
—
|
|
|
689,459
|
|
|
4,145
|
|
|
(2,116
|
)
|
|
691,488
|
|
||||||
OPERATING INCOME
|
—
|
|
|
—
|
|
|
57,093
|
|
|
3,807
|
|
|
—
|
|
|
60,900
|
|
||||||
Equity in earnings of subsidiaries
|
69,433
|
|
|
—
|
|
|
897
|
|
|
—
|
|
|
(70,330
|
)
|
|
—
|
|
||||||
Equity in earnings of equity investees
|
—
|
|
|
—
|
|
|
8,324
|
|
|
—
|
|
|
—
|
|
|
8,324
|
|
||||||
Interest (expense) income, net
|
(58,248
|
)
|
|
—
|
|
|
3,660
|
|
|
(3,321
|
)
|
|
—
|
|
|
(57,909
|
)
|
||||||
Other expense
|
(188
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(188
|
)
|
||||||
Income before income taxes
|
10,997
|
|
|
—
|
|
|
69,974
|
|
|
486
|
|
|
(70,330
|
)
|
|
11,127
|
|
||||||
Income tax benefit (expense)
|
—
|
|
|
—
|
|
|
(478
|
)
|
|
222
|
|
|
—
|
|
|
(256
|
)
|
||||||
NET INCOME
|
10,997
|
|
|
—
|
|
|
69,496
|
|
|
708
|
|
|
(70,330
|
)
|
|
10,871
|
|
||||||
Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
126
|
|
|
—
|
|
|
126
|
|
||||||
NET INCOME ATTRIBUTABLE TO GENESIS ENERGY, L.P.
|
$
|
10,997
|
|
|
$
|
—
|
|
|
$
|
69,496
|
|
|
$
|
834
|
|
|
$
|
(70,330
|
)
|
|
$
|
10,997
|
|
Less: Accumulated distributions attributable to Class A Convertible Preferred Units
|
$
|
(17,257
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(17,257
|
)
|
NET INCOME (LOSS) AVAILABLE TO COMMON UNIT HOLDERS
|
$
|
(6,260
|
)
|
|
$
|
—
|
|
|
$
|
69,496
|
|
|
$
|
834
|
|
|
$
|
(70,330
|
)
|
|
$
|
(6,260
|
)
|
|
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
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
77,638
|
|
|
|
|
|
$
|
—
|
|
|
$
|
77,638
|
|
|
Sodium minerals and sulfur services
|
—
|
|
|
—
|
|
|
42,995
|
|
|
2,089
|
|
|
(2,016
|
)
|
|
43,068
|
|
||||||
Marine transportation
|
—
|
|
|
—
|
|
|
53,202
|
|
|
—
|
|
|
—
|
|
|
53,202
|
|
||||||
Onshore facilities and transportation
|
—
|
|
|
—
|
|
|
228,291
|
|
|
4,524
|
|
|
—
|
|
|
232,815
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
402,126
|
|
|
6,613
|
|
|
(2,016
|
)
|
|
406,723
|
|
||||||
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Onshore facilities and transportation costs
|
—
|
|
|
—
|
|
|
222,055
|
|
|
279
|
|
|
—
|
|
|
222,334
|
|
||||||
Marine transportation costs
|
—
|
|
|
—
|
|
|
38,949
|
|
|
—
|
|
|
—
|
|
|
38,949
|
|
||||||
Sodium minerals and sulfur services
operating costs
|
—
|
|
|
—
|
|
|
26,586
|
|
|
2,036
|
|
|
(2,016
|
)
|
|
26,606
|
|
||||||
Offshore pipeline transportation operating costs
|
—
|
|
|
—
|
|
|
17,362
|
|
|
762
|
|
|
—
|
|
|
18,124
|
|
||||||
General and administrative
|
—
|
|
|
—
|
|
|
9,338
|
|
|
—
|
|
|
—
|
|
|
9,338
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
55,984
|
|
|
625
|
|
|
—
|
|
|
56,609
|
|
||||||
Gain on sale of assets
|
—
|
|
|
—
|
|
|
(26,684
|
)
|
|
—
|
|
|
—
|
|
|
(26,684
|
)
|
||||||
Total costs and expenses
|
—
|
|
|
—
|
|
|
343,590
|
|
|
3,702
|
|
|
(2,016
|
)
|
|
345,276
|
|
||||||
OPERATING INCOME
|
—
|
|
|
—
|
|
|
58,536
|
|
|
2,911
|
|
|
—
|
|
|
61,447
|
|
||||||
Equity in earnings of subsidiaries
|
71,691
|
|
|
—
|
|
|
(395
|
)
|
|
—
|
|
|
(71,296
|
)
|
|
—
|
|
||||||
Equity in earnings of equity investees
|
—
|
|
|
—
|
|
|
10,426
|
|
|
—
|
|
|
—
|
|
|
10,426
|
|
||||||
Interest (expense) income, net
|
(37,958
|
)
|
|
—
|
|
|
3,466
|
|
|
(3,498
|
)
|
|
—
|
|
|
(37,990
|
)
|
||||||
Income before income taxes
|
33,733
|
|
|
—
|
|
|
72,033
|
|
|
(587
|
)
|
|
(71,296
|
)
|
|
33,883
|
|
||||||
Income tax expense
|
—
|
|
|
—
|
|
|
(303
|
)
|
|
—
|
|
|
—
|
|
|
(303
|
)
|
||||||
NET INCOME
|
33,733
|
|
|
—
|
|
|
71,730
|
|
|
(587
|
)
|
|
(71,296
|
)
|
|
33,580
|
|
||||||
Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
153
|
|
|
—
|
|
|
153
|
|
||||||
NET INCOME ATTRIBUTABLE TO GENESIS ENERGY, L.P.
|
$
|
33,733
|
|
|
$
|
—
|
|
|
$
|
71,730
|
|
|
$
|
(434
|
)
|
|
$
|
(71,296
|
)
|
|
$
|
33,733
|
|
Less: Accumulated distributions attributable to Class A Convertible Preferred Units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
NET INCOME AVAILABLE TO COMMON UNIT HOLDERS
|
$
|
33,733
|
|
|
$
|
—
|
|
|
$
|
71,730
|
|
|
$
|
(434
|
)
|
|
$
|
(71,296
|
)
|
|
$
|
33,733
|
|
|
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
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
143,229
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
143,229
|
|
Sodium minerals and sulfur services
|
—
|
|
|
—
|
|
|
583,026
|
|
|
6,134
|
|
|
(4,369
|
)
|
|
584,791
|
|
||||||
Marine transportation
|
—
|
|
|
—
|
|
|
105,114
|
|
|
—
|
|
|
—
|
|
|
105,114
|
|
||||||
Onshore facilities and transportation
|
—
|
|
|
—
|
|
|
635,343
|
|
|
9,719
|
|
|
—
|
|
|
645,062
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
1,466,712
|
|
|
15,853
|
|
|
(4,369
|
)
|
|
1,478,196
|
|
||||||
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Onshore facilities and transportation costs
|
—
|
|
|
—
|
|
|
605,669
|
|
|
549
|
|
|
—
|
|
|
606,218
|
|
||||||
Marine transportation costs
|
—
|
|
|
—
|
|
|
82,064
|
|
|
—
|
|
|
—
|
|
|
82,064
|
|
||||||
Sodium minerals and sulfur services
operating costs
|
—
|
|
|
—
|
|
|
455,268
|
|
|
5,116
|
|
|
(4,369
|
)
|
|
456,015
|
|
||||||
Offshore pipeline transportation operating costs
|
—
|
|
|
—
|
|
|
34,471
|
|
|
1,309
|
|
|
—
|
|
|
35,780
|
|
||||||
General and administrative
|
—
|
|
|
—
|
|
|
25,203
|
|
|
—
|
|
|
—
|
|
|
25,203
|
|
||||||
Depreciation, depletion and amortization
|
—
|
|
|
—
|
|
|
151,685
|
|
|
1,250
|
|
|
—
|
|
|
152,935
|
|
||||||
Total costs and expenses
|
—
|
|
|
—
|
|
|
1,354,360
|
|
|
8,224
|
|
|
(4,369
|
)
|
|
1,358,215
|
|
||||||
OPERATING INCOME
|
—
|
|
|
—
|
|
|
112,352
|
|
|
7,629
|
|
|
—
|
|
|
119,981
|
|
||||||
Equity in earnings of subsidiaries
|
139,025
|
|
|
—
|
|
|
1,529
|
|
|
—
|
|
|
(140,554
|
)
|
|
—
|
|
||||||
Equity in earnings of equity investees
|
—
|
|
|
—
|
|
|
18,896
|
|
|
—
|
|
|
—
|
|
|
18,896
|
|
||||||
Interest (expense) income, net
|
(114,562
|
)
|
|
—
|
|
|
7,204
|
|
|
(6,687
|
)
|
|
—
|
|
|
(114,045
|
)
|
||||||
Other expense
|
(5,432
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,432
|
)
|
||||||
Income before income taxes
|
19,031
|
|
|
—
|
|
|
139,981
|
|
|
942
|
|
|
(140,554
|
)
|
|
19,400
|
|
||||||
Income tax expense
|
—
|
|
|
—
|
|
|
(855
|
)
|
|
224
|
|
|
—
|
|
|
(631
|
)
|
||||||
NET INCOME
|
19,031
|
|
|
—
|
|
|
139,126
|
|
|
1,166
|
|
|
(140,554
|
)
|
|
18,769
|
|
||||||
Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
262
|
|
|
—
|
|
|
262
|
|
||||||
NET INCOME ATTRIBUTABLE TO GENESIS ENERGY, L.P.
|
$
|
19,031
|
|
|
$
|
—
|
|
|
$
|
139,126
|
|
|
$
|
1,428
|
|
|
$
|
(140,554
|
)
|
|
$
|
19,031
|
|
Less: Accumulated distributions attributable to Class A Convertible Preferred Units
|
(34,145
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
(34,145
|
)
|
|||||
NET INCOME(LOSS) AVAILABLE TO COMMON UNIT HOLDERS
|
$
|
(15,114
|
)
|
|
$
|
—
|
|
|
$
|
139,126
|
|
|
$
|
1,428
|
|
|
$
|
(140,554
|
)
|
|
$
|
(15,114
|
)
|
|
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
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
162,766
|
|
|
|
|
|
$
|
—
|
|
|
$
|
162,766
|
|
|
Sodium minerals and sulfur services
|
—
|
|
|
—
|
|
|
88,029
|
|
|
3,899
|
|
|
(3,814
|
)
|
|
88,114
|
|
||||||
Marine transportation
|
—
|
|
|
—
|
|
|
103,504
|
|
|
—
|
|
|
—
|
|
|
103,504
|
|
||||||
Onshore facilities and transportation
|
—
|
|
|
—
|
|
|
458,361
|
|
|
9,469
|
|
|
—
|
|
|
467,830
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
812,660
|
|
|
13,368
|
|
|
(3,814
|
)
|
|
822,214
|
|
||||||
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Onshore facilities and transportation costs
|
—
|
|
|
—
|
|
|
436,126
|
|
|
540
|
|
|
—
|
|
|
436,666
|
|
||||||
Marine transportation costs
|
—
|
|
|
—
|
|
|
76,191
|
|
|
—
|
|
|
—
|
|
|
76,191
|
|
||||||
Sodium minerals and sulfur services operating costs
|
—
|
|
|
—
|
|
|
53,739
|
|
|
4,045
|
|
|
(3,814
|
)
|
|
53,970
|
|
||||||
Offshore pipeline transportation operating costs
|
—
|
|
|
—
|
|
|
34,468
|
|
|
1,524
|
|
|
—
|
|
|
35,992
|
|
||||||
General and administrative
|
—
|
|
|
—
|
|
|
19,314
|
|
|
—
|
|
|
—
|
|
|
19,314
|
|
||||||
Depreciation, depletion and amortization
|
—
|
|
|
—
|
|
|
111,471
|
|
|
1,250
|
|
|
—
|
|
|
112,721
|
|
||||||
Gain on sale of assets
|
—
|
|
|
—
|
|
|
(26,684
|
)
|
|
—
|
|
|
—
|
|
|
(26,684
|
)
|
||||||
Total costs and expenses
|
—
|
|
|
—
|
|
|
704,625
|
|
|
7,359
|
|
|
(3,814
|
)
|
|
708,170
|
|
||||||
OPERATING INCOME
|
—
|
|
|
—
|
|
|
108,035
|
|
|
6,009
|
|
|
—
|
|
|
114,044
|
|
||||||
Equity in earnings of subsidiaries
|
135,500
|
|
|
—
|
|
|
(645
|
)
|
|
—
|
|
|
(134,855
|
)
|
|
—
|
|
||||||
Equity in earnings of equity investees
|
—
|
|
|
—
|
|
|
21,761
|
|
|
—
|
|
|
—
|
|
|
21,761
|
|
||||||
Interest (expense) income, net
|
(74,677
|
)
|
|
—
|
|
|
6,986
|
|
|
(7,038
|
)
|
|
—
|
|
|
(74,729
|
)
|
||||||
Income before income taxes
|
60,823
|
|
|
—
|
|
|
136,137
|
|
|
(1,029
|
)
|
|
(134,855
|
)
|
|
61,076
|
|
||||||
Income tax (expense) benefit
|
—
|
|
|
—
|
|
|
(558
|
)
|
|
—
|
|
|
—
|
|
|
(558
|
)
|
||||||
NET INCOME
|
60,823
|
|
|
—
|
|
|
135,579
|
|
|
(1,029
|
)
|
|
(134,855
|
)
|
|
60,518
|
|
||||||
Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
305
|
|
|
—
|
|
|
305
|
|
||||||
NET INCOME ATTRIBUTABLE TO GENESIS ENERGY, L.P.
|
$
|
60,823
|
|
|
$
|
—
|
|
|
$
|
135,579
|
|
|
$
|
(724
|
)
|
|
$
|
(134,855
|
)
|
|
$
|
60,823
|
|
Less: Accumulated distributions attributable to Class A Convertible Preferred Units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
NET INCOME AVAILABLE TO COMMON UNIT HOLDERS
|
$
|
60,823
|
|
|
$
|
—
|
|
|
$
|
135,579
|
|
|
$
|
(724
|
)
|
|
$
|
(134,855
|
)
|
|
$
|
60,823
|
|
|
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 provided by operating activities
|
$
|
9,724
|
|
|
$
|
—
|
|
|
$
|
255,552
|
|
|
$
|
1,494
|
|
|
$
|
(115,954
|
)
|
|
$
|
150,816
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Payments to acquire fixed and intangible assets
|
—
|
|
|
—
|
|
|
(110,970
|
)
|
|
—
|
|
|
—
|
|
|
(110,970
|
)
|
||||||
Cash distributions received from equity investees - return of investment
|
—
|
|
|
—
|
|
|
17,828
|
|
|
—
|
|
|
—
|
|
|
17,828
|
|
||||||
Investments in equity investees
|
—
|
|
|
—
|
|
|
(395
|
)
|
|
—
|
|
|
—
|
|
|
(395
|
)
|
||||||
Intercompany transfers
|
54,827
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54,827
|
)
|
|
—
|
|
||||||
Repayments on loan to non-guarantor subsidiary
|
—
|
|
|
—
|
|
|
3,647
|
|
|
—
|
|
|
(3,647
|
)
|
|
—
|
|
||||||
Proceeds from asset sales
|
—
|
|
|
—
|
|
|
1,192
|
|
|
—
|
|
|
—
|
|
|
1,192
|
|
||||||
Net cash used in investing activities
|
54,827
|
|
|
—
|
|
|
(88,698
|
)
|
|
—
|
|
|
(58,474
|
)
|
|
(92,345
|
)
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Borrowings on senior secured credit facility
|
543,100
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
543,100
|
|
||||||
Repayments on senior secured credit facility
|
(336,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(336,000
|
)
|
||||||
Repayment of senior unsecured notes
|
(145,170
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(145,170
|
)
|
||||||
Debt issuance costs
|
(224
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(224
|
)
|
||||||
Intercompany transfers
|
—
|
|
|
—
|
|
|
(46,605
|
)
|
|
(8,222
|
)
|
|
54,827
|
|
|
—
|
|
||||||
Issuance of common units for cash, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Distributions to common unitholders
|
(126,257
|
)
|
|
—
|
|
|
(126,257
|
)
|
|
—
|
|
|
126,257
|
|
|
(126,257
|
)
|
||||||
Contributions from noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
1,320
|
|
|
—
|
|
|
1,320
|
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
3,565
|
|
|
6,656
|
|
|
(6,656
|
)
|
|
3,565
|
|
||||||
Net cash used in financing activities
|
(64,551
|
)
|
|
—
|
|
|
(169,297
|
)
|
|
(246
|
)
|
|
174,428
|
|
|
(59,666
|
)
|
||||||
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
—
|
|
|
(2,443
|
)
|
|
1,248
|
|
|
—
|
|
|
(1,195
|
)
|
||||||
Cash and cash equivalents at beginning of period
|
6
|
|
|
—
|
|
|
8,340
|
|
|
695
|
|
|
—
|
|
|
9,041
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
5,897
|
|
|
$
|
1,943
|
|
|
$
|
—
|
|
|
$
|
7,846
|
|
|
Genesis
Energy, L.P.
(Parent and
Co-Issuer)
|
|
Genesis
Energy Finance
Corporation
(Co-Issuer)
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Genesis
Energy, L.P.
Consolidated
|
||||||||||||
Net cash provided by operating activities
|
$
|
102,991
|
|
|
$
|
—
|
|
|
$
|
234,371
|
|
|
$
|
646
|
|
|
$
|
(161,687
|
)
|
|
$
|
176,321
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Payments to acquire fixed and intangible assets
|
—
|
|
|
—
|
|
|
(126,580
|
)
|
|
—
|
|
|
—
|
|
|
(126,580
|
)
|
||||||
Cash distributions received from equity investees - return of investment
|
—
|
|
|
—
|
|
|
17,956
|
|
|
—
|
|
|
—
|
|
|
17,956
|
|
||||||
Investments in equity investees
|
(140,537
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
140,537
|
|
|
—
|
|
||||||
Acquisitions
|
—
|
|
|
—
|
|
|
(759
|
)
|
|
—
|
|
|
—
|
|
|
(759
|
)
|
||||||
Intercompany transfers
|
143,738
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(143,738
|
)
|
|
—
|
|
||||||
Repayments on loan to non-guarantor subsidiary
|
—
|
|
|
—
|
|
|
3,296
|
|
|
—
|
|
|
(3,296
|
)
|
|
—
|
|
||||||
Contributions in aid of construction costs
|
—
|
|
|
—
|
|
|
124
|
|
|
—
|
|
|
—
|
|
|
124
|
|
||||||
Proceeds from asset sales
|
—
|
|
|
—
|
|
|
38,237
|
|
|
—
|
|
|
—
|
|
|
38,237
|
|
||||||
Net cash used in investing activities
|
3,201
|
|
|
—
|
|
|
(67,726
|
)
|
|
—
|
|
|
(6,497
|
)
|
|
(71,022
|
)
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Borrowings on senior secured credit facility
|
410,700
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
410,700
|
|
||||||
Repayments on senior secured credit facility
|
(477,900
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(477,900
|
)
|
||||||
Debt issuance costs
|
(7,536
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,536
|
)
|
||||||
Intercompany transfers
|
—
|
|
|
—
|
|
|
(135,170
|
)
|
|
(8,568
|
)
|
|
143,738
|
|
|
—
|
|
||||||
Issuance of common units for cash, net
|
140,537
|
|
|
—
|
|
|
140,537
|
|
|
—
|
|
|
(140,537
|
)
|
|
140,537
|
|
||||||
Distributions to common unitholders
|
(171,993
|
)
|
|
—
|
|
|
(171,993
|
)
|
|
—
|
|
|
171,993
|
|
|
(171,993
|
)
|
||||||
Contributions from noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
725
|
|
|
—
|
|
|
725
|
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
3,216
|
|
|
7,010
|
|
|
(7,010
|
)
|
|
3,216
|
|
||||||
Net cash provided by financing activities
|
(106,192
|
)
|
|
—
|
|
|
(163,410
|
)
|
|
(833
|
)
|
|
168,184
|
|
|
(102,251
|
)
|
||||||
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
—
|
|
|
3,235
|
|
|
(187
|
)
|
|
—
|
|
|
3,048
|
|
||||||
Cash and cash equivalents at beginning of period
|
6
|
|
|
—
|
|
|
6,360
|
|
|
663
|
|
|
—
|
|
|
7,029
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
9,595
|
|
|
$
|
476
|
|
|
$
|
—
|
|
|
$
|
10,077
|
|
•
|
Overview
|
•
|
Results of Operations
|
•
|
Liquidity and Capital Resources
|
•
|
Non-GAAP Financial Measures
|
•
|
Commitments and Off-Balance Sheet Arrangements
|
•
|
Forward Looking Statements
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
Offshore pipeline transportation
|
71,602
|
|
|
78,211
|
|
|
$
|
144,775
|
|
|
$
|
165,300
|
|
||
Sodium minerals and sulfur services
|
64,542
|
|
|
16,337
|
|
|
128,933
|
|
|
33,833
|
|
||||
Onshore facilities and transportation
|
25,744
|
|
|
25,296
|
|
|
47,433
|
|
|
46,393
|
|
||||
Marine transportation
|
11,966
|
|
|
14,156
|
|
|
22,953
|
|
|
27,119
|
|
||||
Total Segment Margin
|
$
|
173,854
|
|
|
$
|
134,000
|
|
|
$
|
344,094
|
|
|
$
|
272,645
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Total Segment Margin
|
$
|
173,854
|
|
|
$
|
134,000
|
|
|
$
|
344,094
|
|
|
$
|
272,645
|
|
Corporate general and administrative expenses
|
(13,466
|
)
|
|
(7,137
|
)
|
|
(23,926
|
)
|
|
(15,464
|
)
|
||||
Depreciation, depletion, amortization and accretion
|
(79,862
|
)
|
|
(59,382
|
)
|
|
(157,870
|
)
|
|
(117,777
|
)
|
||||
Interest expense
|
(57,909
|
)
|
|
(37,990
|
)
|
|
(114,045
|
)
|
|
(74,729
|
)
|
||||
Adjustment to exclude distributable cash generated by equity investees not included in income and include equity in investees net income
(1)
|
(10,037
|
)
|
|
(9,140
|
)
|
|
(19,094
|
)
|
|
(18,430
|
)
|
||||
Non-cash items not included in Segment Margin
|
(638
|
)
|
|
(1,867
|
)
|
|
(6,775
|
)
|
|
(1,430
|
)
|
||||
Cash payments from direct financing leases in excess of earnings
|
(1,884
|
)
|
|
(1,709
|
)
|
|
(3,723
|
)
|
|
(3,376
|
)
|
||||
Gain on sale of assets
|
—
|
|
|
26,684
|
|
|
—
|
|
|
26,684
|
|
||||
Non-cash provision for leased items no longer in use
|
47
|
|
|
(12,589
|
)
|
|
(139
|
)
|
|
(12,589
|
)
|
||||
Differences in timing of cash receipts for certain contractual arrangements
(2)
|
1,148
|
|
|
3,166
|
|
|
4,479
|
|
|
5,847
|
|
||||
Loss on debt extinguishment
|
—
|
|
|
—
|
|
|
(3,339
|
)
|
|
—
|
|
||||
Income tax expense
|
(256
|
)
|
|
(303
|
)
|
|
(631
|
)
|
|
(558
|
)
|
||||
Net income attributable to Genesis Energy, L.P.
|
$
|
10,997
|
|
|
$
|
33,733
|
|
|
$
|
19,031
|
|
|
$
|
60,823
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
Offshore crude oil pipeline revenue, excluding non-cash revenues
|
$
|
59,629
|
|
|
$
|
65,805
|
|
|
$
|
121,080
|
|
|
$
|
137,079
|
|
Offshore natural gas pipeline revenue, excluding non-cash revenues
|
12,024
|
|
|
11,834
|
|
|
24,684
|
|
|
25,688
|
|
||||
Offshore pipeline operating costs, excluding non-cash expenses
|
(15,180
|
)
|
|
(15,324
|
)
|
|
(30,803
|
)
|
|
(30,880
|
)
|
||||
Distributions from equity investments
(1)
|
18,086
|
|
|
19,215
|
|
|
37,089
|
|
|
39,565
|
|
||||
Other
|
(2,957
|
)
|
|
(3,319
|
)
|
|
(7,275
|
)
|
|
(6,152
|
)
|
||||
Offshore pipeline transportation Segment Margin
|
$
|
71,602
|
|
|
$
|
78,211
|
|
|
$
|
144,775
|
|
|
$
|
165,300
|
|
|
|
|
|
|
|
|
|
||||||||
Volumetric Data 100% basis:
|
|
|
|
|
|
|
|
||||||||
Crude oil pipelines (average barrels/day unless otherwise noted):
|
|
|
|
|
|
|
|
||||||||
CHOPS
|
181,291
|
|
|
219,693
|
|
|
190,455
|
|
|
228,851
|
|
||||
Poseidon
|
225,559
|
|
|
256,727
|
|
|
232,090
|
|
|
258,507
|
|
||||
Odyssey
|
90,326
|
|
|
116,663
|
|
|
99,793
|
|
|
115,645
|
|
||||
GOPL
(2)
|
9,110
|
|
|
6,719
|
|
|
9,431
|
|
|
8,089
|
|
||||
Total crude oil offshore pipelines
|
506,286
|
|
|
599,802
|
|
|
531,769
|
|
|
611,092
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Natural gas transportation volumes (MMBtus/d)
|
431,853
|
|
|
502,801
|
|
|
453,910
|
|
|
539,347
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Volumetric Data net to our ownership interest
(3)
:
|
|
|
|
|
|
|
|
||||||||
Crude oil pipelines (average barrels/day unless otherwise noted):
|
|
|
|
|
|
|
|
||||||||
CHOPS
|
181,291
|
|
|
219,693
|
|
|
190,455
|
|
|
228,851
|
|
||||
Poseidon
|
144,358
|
|
|
164,305
|
|
|
148,538
|
|
|
165,444
|
|
||||
Odyssey
|
26,195
|
|
|
33,832
|
|
|
28,940
|
|
|
33,537
|
|
||||
GOPL
(2)
|
9,110
|
|
|
6,719
|
|
|
9,431
|
|
|
8,089
|
|
||||
Total crude oil offshore pipelines
|
360,954
|
|
|
424,549
|
|
|
377,364
|
|
|
435,921
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Natural gas transportation volumes (MMBtus/d)
|
156,412
|
|
|
240,800
|
|
|
169,887
|
|
|
260,061
|
|
(1)
|
Offshore pipeline transportation Segment Margin includes distributions received from our offshore pipeline joint ventures accounted for under the equity method of accounting in 2018 and 2017, 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)
|
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
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Volumes sold:
|
|
|
|
|
|
|
|
||||||||
NaHS volumes (Dry short tons "DST")
|
38,090
|
|
|
30,665
|
|
|
75,304
|
|
|
65,194
|
|
||||
Soda Ash volumes (short tons sold)
|
936,000
|
|
|
—
|
|
|
1,853,000
|
|
|
—
|
|
||||
NaOH (caustic soda) volumes (dry short tons sold)
|
27,573
|
|
|
17,809
|
|
|
57,833
|
|
|
34,216
|
|
||||
Total
|
1,001,663
|
|
|
48,474
|
|
|
1,986,137
|
|
|
99,410
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Revenues (in thousands):
|
|
|
|
|
|
|
|
||||||||
NaHS revenues, excluding non-cash revenues
|
$
|
45,884
|
|
|
$
|
34,093
|
|
|
$
|
89,240
|
|
|
$
|
71,507
|
|
NaOH (caustic soda) revenues
|
16,111
|
|
|
9,765
|
|
|
31,978
|
|
|
18,366
|
|
||||
Revenues associated with Alkali Business
|
207,121
|
|
|
—
|
|
|
412,004
|
|
|
—
|
|
||||
Other revenues
|
2,082
|
|
|
1,352
|
|
|
3,434
|
|
|
2,608
|
|
||||
Total external segment revenues, excluding non-cash revenues
|
$
|
271,198
|
|
|
$
|
45,210
|
|
|
$
|
536,656
|
|
|
$
|
92,481
|
|
|
|
|
|
|
|
|
|
||||||||
Segment Margin (in thousands)
|
$
|
64,542
|
|
|
$
|
16,337
|
|
|
$
|
128,933
|
|
|
$
|
33,833
|
|
|
|
|
|
|
|
|
|
||||||||
Average index price for NaOH per DST
(1)
|
$
|
795
|
|
|
$
|
623
|
|
|
$
|
772
|
|
|
$
|
596
|
|
•
|
facilitating the transportation of crude oil from producers to refineries and from owned and third party terminals to refiners via pipelines;
|
•
|
transporting CO2 from natural and anthropogenic sources to crude oil fields owned by our customers;
|
•
|
shipping crude oil and refined products to and from producers and refiners via trucks, pipelines, and railcars;
|
•
|
loading and unloading railcars at our crude-by-rail terminals;
|
•
|
storing and blending of crude oil and intermediate and finished refined products;
|
•
|
purchasing/selling and/or transporting crude oil from the wellhead to markets for ultimate use in refining; and
|
•
|
purchasing products from refiners, transporting those products to one of our terminals and blending those products to a quality that meets the requirements of our customers and selling those products (primarily fuel oil, asphalt and other heavy refined products) to wholesale markets.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
Gathering, marketing, and logistics revenue
|
$
|
307,724
|
|
|
$
|
215,297
|
|
|
$
|
607,185
|
|
|
$
|
434,986
|
|
Crude oil and CO2 pipeline tariffs and revenues from direct financing leases of CO2 pipelines
|
16,606
|
|
|
16,608
|
|
|
35,054
|
|
|
31,345
|
|
||||
Payments received under direct financing leases not included in income
|
1,884
|
|
|
1,709
|
|
|
3,723
|
|
|
3,376
|
|
||||
Crude oil and petroleum products costs, excluding unrealized gains and losses from derivative transactions
|
(282,020
|
)
|
|
(187,913
|
)
|
|
(559,912
|
)
|
|
(380,966
|
)
|
||||
Operating costs, excluding non-cash charges for long-term incentive compensation and other non-cash expenses
|
(23,092
|
)
|
|
(21,313
|
)
|
|
(44,675
|
)
|
|
(43,600
|
)
|
||||
Other
|
4,642
|
|
|
908
|
|
|
6,058
|
|
|
1,252
|
|
||||
Segment Margin
|
$
|
25,744
|
|
|
$
|
25,296
|
|
|
$
|
47,433
|
|
|
$
|
46,393
|
|
|
|
|
|
|
|
|
|
||||||||
Volumetric Data (average barrels per day):
|
|
|
|
|
|
|
|
||||||||
Onshore crude oil pipelines:
|
|
|
|
|
|
|
|
||||||||
Texas
|
20,643
|
|
|
31,598
|
|
|
25,060
|
|
|
19,822
|
|
||||
Jay
|
13,004
|
|
|
14,435
|
|
|
14,947
|
|
|
14,868
|
|
||||
Mississippi
|
6,367
|
|
|
8,520
|
|
|
6,986
|
|
|
8,668
|
|
||||
Louisiana
(1)
|
151,807
|
|
|
131,300
|
|
|
133,598
|
|
|
107,100
|
|
||||
Wyoming
|
32,210
|
|
|
20,638
|
|
|
31,703
|
|
|
18,603
|
|
||||
Onshore crude oil pipelines total
|
224,031
|
|
|
206,491
|
|
|
212,294
|
|
|
169,061
|
|
||||
|
|
|
|
|
|
|
|
||||||||
CO
2
pipeline (average Mcf/day):
|
|
|
|
|
|
|
|
||||||||
Free State
|
103,867
|
|
|
60,070
|
|
|
100,308
|
|
|
75,420
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Crude oil and petroleum products sales (average barrels per day):
|
|
|
|
|
|
|
|
||||||||
Total crude oil and petroleum products sales
|
49,278
|
|
|
48,564
|
|
|
50,818
|
|
|
47,819
|
|
||||
Rail load/unload volumes
(2)
|
53,005
|
|
|
69,362
|
|
|
52,844
|
|
|
61,511
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Revenues (in thousands):
|
|
|
|
|
|
|
|
||||||||
Inland freight revenues
|
$
|
22,560
|
|
|
$
|
20,609
|
|
|
$
|
44,117
|
|
|
$
|
42,059
|
|
Offshore freight revenues
|
17,557
|
|
|
19,303
|
|
|
34,060
|
|
|
37,444
|
|
||||
Other rebill revenues
(1)
|
16,068
|
|
|
13,290
|
|
|
26,937
|
|
|
24,001
|
|
||||
Total segment revenues
|
$
|
56,185
|
|
|
$
|
53,202
|
|
|
$
|
105,114
|
|
|
$
|
103,504
|
|
|
|
|
|
|
|
|
|
||||||||
Operating costs, excluding non-cash charges for long-term incentive compensation and other non-cash expenses
|
$
|
44,219
|
|
|
$
|
39,046
|
|
|
$
|
82,161
|
|
|
$
|
76,385
|
|
|
|
|
|
|
|
|
|
||||||||
Segment Margin (in thousands)
|
$
|
11,966
|
|
|
$
|
14,156
|
|
|
$
|
22,953
|
|
|
$
|
27,119
|
|
|
|
|
|
|
|
|
|
||||||||
Fleet Utilization:
(2)
|
|
|
|
|
|
|
|
||||||||
Inland Barge Utilization
|
93.5
|
%
|
|
90.6
|
%
|
|
92.9
|
%
|
|
90.3
|
%
|
||||
Offshore Barge Utilization
|
92.0
|
%
|
|
99.3
|
%
|
|
93.4
|
%
|
|
97.9
|
%
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
General and administrative expenses not separately identified below:
|
|
|
|
|
|
|
|
||||||||
Corporate
|
$
|
8,612
|
|
|
$
|
9,358
|
|
|
$
|
17,286
|
|
|
$
|
17,279
|
|
Segment
|
579
|
|
|
792
|
|
|
1,716
|
|
|
1,576
|
|
||||
Long-term incentive compensation expense
|
1,442
|
|
|
(1,139
|
)
|
|
1,618
|
|
|
(455
|
)
|
||||
Third party costs related to business development activities and growth projects
|
2,896
|
|
|
327
|
|
|
4,583
|
|
|
914
|
|
||||
Total general and administrative expenses
|
$
|
13,529
|
|
|
$
|
9,338
|
|
|
$
|
25,203
|
|
|
$
|
19,314
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
Depreciation and depletion expense
|
$
|
71,890
|
|
|
$
|
50,397
|
|
|
$
|
141,455
|
|
|
$
|
100,321
|
|
Amortization of intangible assets
|
5,461
|
|
|
5,872
|
|
|
10,894
|
|
|
11,744
|
|
||||
Amortization of CO
2
volumetric production payments
|
329
|
|
|
340
|
|
|
586
|
|
|
656
|
|
||||
Total depreciation, depletion and amortization expense
|
$
|
77,680
|
|
|
$
|
56,609
|
|
|
$
|
152,935
|
|
|
$
|
112,721
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
Interest expense, senior secured credit facility (including commitment fees)
|
$
|
16,347
|
|
|
$
|
12,574
|
|
|
$
|
30,441
|
|
|
$
|
24,157
|
|
Interest expense, senior unsecured notes
|
39,547
|
|
|
28,610
|
|
|
80,081
|
|
|
57,219
|
|
||||
Amortization of debt issuance costs and discount
|
2,659
|
|
|
2,678
|
|
|
5,569
|
|
|
5,260
|
|
||||
Capitalized interest
|
(644
|
)
|
|
(5,872
|
)
|
|
(2,046
|
)
|
|
(11,907
|
)
|
||||
Net interest expense
|
$
|
57,909
|
|
|
$
|
37,990
|
|
|
$
|
114,045
|
|
|
$
|
74,729
|
|
•
|
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 and reducing outstanding debt; and
|
•
|
quarterly cash distributions to our unitholders.
|
|
Six Months Ended
June 30, |
||||||
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Capital expenditures for fixed and intangible assets:
|
|
|
|
||||
Maintenance capital expenditures:
|
|
|
|
||||
Offshore pipeline transportation assets
|
$
|
1,432
|
|
|
$
|
2,937
|
|
Sodium minerals and sulfur services assets
|
21,130
|
|
|
945
|
|
||
Marine transportation assets
|
8,665
|
|
|
9,047
|
|
||
Onshore facilities and transportation assets
|
886
|
|
|
2,502
|
|
||
Information technology systems
|
64
|
|
|
57
|
|
||
Total maintenance capital expenditures
|
32,177
|
|
|
15,488
|
|
||
Growth capital expenditures:
|
|
|
|
||||
Offshore pipeline transportation assets
|
$
|
669
|
|
|
$
|
3,205
|
|
Sodium minerals and sulfur services assets
|
7,129
|
|
|
—
|
|
||
Marine transportation assets
|
12,014
|
|
|
11,618
|
|
||
Onshore facilities and transportation assets
|
34,973
|
|
|
86,583
|
|
||
Information technology systems
|
2,647
|
|
|
262
|
|
||
Total growth capital expenditures
|
57,432
|
|
|
101,668
|
|
||
Total capital expenditures for fixed and intangible assets
|
89,609
|
|
|
117,156
|
|
|
Three Months Ended
June 30, |
||||||
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Net income attributable to Genesis Energy, L.P.
|
$
|
10,997
|
|
|
$
|
33,733
|
|
Income Tax Expense
|
256
|
|
|
303
|
|
||
Depreciation, depletion, amortization and accretion
|
79,862
|
|
|
59,382
|
|
||
Plus (minus) Select Items, net
|
14,742
|
|
|
9,106
|
|
||
Maintenance capital utilized
(1)
|
(4,700
|
)
|
|
(3,120
|
)
|
||
Cash tax expense
|
(150
|
)
|
|
(150
|
)
|
||
Other
|
(7
|
)
|
|
1
|
|
||
Available Cash before Reserves
|
101,000
|
|
|
99,255
|
|
(1)
|
For a description of the term "maintenance capital utilized," please see the definition of the term "Available Cash Before Reserves" discussed below. Maintenance capital expenditures in the 2018 Quarter and 2017 Quarter were $22.2 million and $6.8 million, respectively. This increase principally is a result of expenditures associated with our Alkali Business.
|
|
|
Three Months Ended
June 30, |
||||
|
|
2018
|
|
2017
|
||
|
|
(in thousands)
|
||||
I.
|
Applicable to all Non-GAAP Measures
|
|
|
|
||
|
Differences in timing of cash receipts for certain contractual arrangements
1
|
(1,148
|
)
|
|
(3,166
|
)
|
|
Adjustment regarding direct financing leases
2
|
1,884
|
|
|
1,709
|
|
|
Certain non-cash items:
|
|
|
|
||
|
Unrealized loss on derivative transactions excluding fair value hedges, net of changes in inventory value
|
641
|
|
|
480
|
|
|
Adjustment regarding equity investees
3
|
10,037
|
|
|
9,140
|
|
|
Other
|
(53
|
)
|
|
1,438
|
|
|
Sub-total Select Items, net
4
|
11,361
|
|
|
9,601
|
|
II.
|
Applicable only to Available Cash before Reserves
|
|
|
|
||
|
Certain transaction costs
5
|
2,896
|
|
|
327
|
|
|
Equity compensation adjustments
|
61
|
|
|
(72
|
)
|
|
Other
|
424
|
|
|
(750
|
)
|
|
Total Select Items, net
6
|
14,742
|
|
|
9,106
|
|
(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, soda ash, caustic soda and CO
2
, all of which may be affected
|
•
|
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 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, individual plants, or other businesses for which we transport crude oil, petroleum, natural gas or other products or to whom we sell soda ash, petroleum, or other 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 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 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.
|
|
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
|
|
|
|
3.3
|
|
|
|
3.4
|
|
|
|
3.5
|
|
|
|
3.6
|
|
|
|
3.7
|
|
|
|
3.8
|
|
|
|
3.9
|
|
|
|
3.10
|
|
|
|
4.1
|
|
|
*
|
10.1
|
|
|
*
|
10.2
|
|
|
*
|
10.3
|
|
|
*
|
10.4
|
|
|
*
|
31.1
|
|
|
*
|
31.2
|
|
|
*
|
32
|
|
|
*
|
95
|
|
|
*
|
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:
|
August 8, 2018
|
By:
|
/s/ R
OBERT
V. D
EERE
|
|
|
|
Robert V. Deere
|
|
|
|
Chief Financial Officer
|
(a)
|
Phantom Units.
The Committee shall have the authority to determine the Employees and Directors to whom Phantom Units shall be granted, the number of Phantom Units to be granted to each such Participant, the Restricted Period, the conditions under which the Phantom Units may become vested or forfeited, which may include, without limitation, the accelerated vesting upon achievement of specified performance goals, the impact of discrete events including how they should be assessed in determining performance, and such other terms and conditions as the Committee may establish with respect to such Awards, including whether DERs are granted with respect to such Phantom Units.
|
(i)
|
DERs.
To the extent provided by the Committee, in its discretion, a grant of Phantom Units may include a tandem DER grant, which may provide that such DERs shall be paid directly to the Participant, be credited to a bookkeeping account (with or without interest at the discretion of the Committee) subject to the same vesting restrictions as the tandem Award, or be subject to such other provisions or restrictions as determined by the Committee in its discretion.
|
(ii)
|
Forfeiture
. Except as otherwise provided in the terms of the Phantom Units grant, upon termination of a Participant’s status as an Employee or Director, whichever is applicable, for any reason during the applicable Restricted Period, all unvested Phantom Units and any tandem DERs shall be forfeited by the Participant unless otherwise provided in a written employment agreement between the Participant and the Company or its Affiliates. The Committee may, in its discretion, waive in whole or in part such forfeiture with respect to a Participant’s Phantom Units and tandem DERs.
|
(iii)
|
Lapse of Restrictions
. Upon or as soon as reasonably practicable and not later than 30 days following the vesting of each Phantom Unit, the Participant shall receive from the Company an amount of cash equal to the Fair Market Value of a Unit.
|
(b)
|
Cash Awards
. The Committee shall have the authority to determine the Employees and Directors to whom Cash Awards shall be granted, the amount of Cash Award granted to each Participant, the Restricted Period, the conditions under which the Cash Awards may become vested or forfeited, which may include, without limitation, the accelerated vesting upon achievement of specified performance goals, the impact of discrete events including how they should be assessed in determining performance, and such other terms and conditions as the Committee may establish with respect to such Awards.
|
(i)
|
Forfeiture
. Except as otherwise provided in the terms of the Cash Award grant, upon termination of a Participant’s status as an Employee or Director, whichever is applicable, for any reason during the applicable Restricted Period, the entire unvested portion of the Cash Award shall be forfeited by the Participant unless otherwise provided in a written employment agreement between the Participant and the Company or its Affiliates. The Committee may, in its discretion, waive in whole or in part such forfeiture with respect to a Participant’s Cash Award.
|
(ii)
|
Lapse of Restrictions
. Upon or as soon as reasonably practicable and not later than 30 days following the vesting of a Cash Award, the Participant shall receive from the Company an amount of cash equal to the portion of such Cash Award that becomes vested pursuant to the terms thereof.
|
(c)
|
General.
|
(i)
|
Awards May Be Granted Separately or Together
. Awards may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution for any other Award granted under the 2018 Plan or any award granted under any other plan of the Company or any Affiliate. Awards granted in addition to or in tandem with other Awards or awards granted under any other plan of the Company or any Affiliate may be granted either at the same time as or at a different time from the grant of such other Awards or awards.
|
(ii)
|
Limits on Transfer of Awards
.
|
(A)
|
Except as provided in (B) below, no Award and no right under any Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate.
|
(B)
|
Participants may transfer Awards by will and the laws of descent and distribution.
|
(iii)
|
Terms of Awards
. The term of each Award shall be for such period as may be determined by the Committee.
|
(iv)
|
Consideration for Grants
. Awards may be granted for such consideration, including services or such minimal consideration as may be required by law, as the Committee determines.
|
(v)
|
Change in Control.
Upon a Change in Control or such period prior thereto as may be established by the Committee, all Awards shall automatically vest and become payable in full. In this regard, all Restricted Periods shall terminate and all performance criteria, if any, shall be deemed to have been achieved at the maximum level.
|
(d)
|
Adjustments.
In the event that the Committee determines that any distribution (whether in the form of cash, Units, other securities, or other property), recapitalization, split, reverse split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Units or other securities of the Partnership, issuance of warrants or other rights to purchase Units or other securities of the Partnership, or other similar transaction or event affects the Units such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the 2018 Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Units (or other securities or property) with respect to which Awards may be granted, (ii) the number and type of Units (or other securities or property) subject to outstanding Awards, and (iii) if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award; provided, that the number of Units subject to any Award shall always be a whole number.
|
(a)
|
No Rights to Award.
No Person shall have any claim to be granted any Award under the 2018 Plan, and there is no obligation for uniformity of treatment of Participants. The terms and conditions of Awards need not be the same with respect to each recipient.
|
(b)
|
Withholding.
The Company or any Affiliate is authorized to withhold from any Award, from any payment due under any Award or from any compensation or other amount owing to a Participant the amount of any applicable taxes payable in respect of the grant of an Award, the lapse of restrictions thereon, or any payment under an Award or under the Plan and to take such other action may be necessary in the opinion of the Company to satisfy its withholding obligations for the payment of such taxes.
|
(c)
|
No Right to Employment.
The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of the Company of any Affiliate or to remain on the Board, as applicable. Further the Company of an Affiliate may at any time dismiss a Participant from employment, free from any liability or any claim under the 2018 Plan, unless otherwise expressly provided in the 2018 Plan or in any Award agreement.
|
(d)
|
Governing Law
. The validity, construction, and effect of the 2018 Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of Delaware without regard to its conflict of laws principles.
|
(e)
|
Severability.
If any provision of the 2018 Plan or any award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the 2018 Plan or any award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the 2018 Plan or the Award, such provision shall be stricken as to such jurisdiction, person or award and the remainder of the 2018 Plan and any such Award shall remain in full force and effect.
|
(f)
|
Other Laws.
The Committee may refuse to pay any cash under an Award if, in its sole discretion, it determines that the payment might violate any applicable law or regulation or the rules of the principal securities exchange on which the Units are then traded.
|
(g)
|
No Trust or Fund Created.
Neither the 2018 Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any participating Affiliate and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any participating Affiliate pursuant to an award, such right shall be no greater than the right of any general unsecured creditor of the Company or any participating Affiliate.
|
(h)
|
Headings.
Headings are given to the Sections and subsections of the 2018 Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the 2018 Plan or any provision thereof.
|
(i)
|
Facility Payment
. Any amounts payable hereunder to any person under legal disability or who, in the judgment of the Committee, is unable to properly manage his or her financial affairs, may be paid to the legal representative of such person, or may be applied for the benefit of such person in any manner which the Committee may select, and the Company shall be relieved of any further liability for payment for such amounts.
|
(j)
|
Gender and Number
. Words in the masculine gender shall include the feminine gender, the plural shall include the singular and the singular shall include the plural.
|
(k)
|
Participation by Affiliates
. With respect to the Awards made to the employees of an Affiliate, the Company shall act as agent of such participating Affiliate. In this regard, the Company shall make payment with respect to such Awards directly to the participating Affiliate, which, in turn, shall be responsible for making the payments with respect to such Awards to its eligible employees.
|
(l)
|
Section 409A Compliance
. The 2018 Plan is intended to comply with Section 409A of the Internal Revenue Code (the “Code”) and any ambiguity is intended to be interpreted in a manner that complies with Code Section 409A and the Treasury Regulations and related interpretive guidance issued thereunder. The payments under the 2018 Plan are intended to be short term deferrals that are exempt from the application of Code Section 409A and the 2018 Plan will be administered and interpreted to maximize the short-term deferral exemption to Code Section 409A. The portion of any payment under the 2018 Plan that is paid within the short-term deferral period (as defined in Treasury Regulations section 1.409A-1(b)(4)) will be treated as a short-term deferral and not aggregated with other plans or payments. Payment dates provided for in the 2018 Plan are deemed to incorporate “grace periods” provided by Treasury Regulations section 1.409A-3(d) and no Participant may, directly or indirectly, designate the taxable year of any payment made under the 2018 Plan.
|
1.
|
Grant of Cash Award.
|
(a)
|
General.
The Company hereby grants to Participant a Cash Award in the amount of $ pursuant to the 2018 Plan. This grant is subject to the terms and conditions of the 2018 Plan, which is incorporated herein by reference as a part of this Agreement. A copy of the 2018 Plan is attached hereto. In the event of any conflict between the terms of this Agreement and the 2018 Plan, the 2018 Plan shall control. Capitalized terms used in this Agreement but not defined herein shall have the meanings ascribed to such terms in the 2018 Plan, unless the context requires otherwise.
|
(b)
|
Vesting.
Except as otherwise provided in Paragraph 2 hereof, the Cash Award granted hereunder shall vest in accordance with Schedule A hereto.
|
2.
|
Events Occurring Prior to Vesting.
|
(a)
|
Death or Disability.
If, prior to the Vesting Date, Participant ceases to be an employee of the Company and its Affiliates or a member of the Company acting in an employee role as a result of death or disability (within the Company’s policy or determination thereof), the unvested Cash Award granted hereunder then held by Participant will automatically become 100% vested upon such termination.
|
(b)
|
Other Termination.
If Participant terminates from the Company and its Affiliates or ceases to be a member acting in an employee role for any reason other than death or disability as provided in (a) above, the unvested Cash Award granted hereunder then held by Participant shall be automatically forfeited upon such termination, unless the Committee, in its discretion, waives, in whole or in part, such forfeiture.
|
(c)
|
Change in Control.
Notwithstanding any other provision hereof, upon the occurrence of a Change in Control, the unvested Service Tranche of the Cash Award granted hereunder then held by Participant shall become fully vested and the unvested Performance Tranche of the Cash Award granted hereunder then held by Participant shall vest at 150% of the Performance Metric.
|
3.
|
Payment.
As soon as administratively practicable and not later than 30 days after the vesting of a Cash Award, Participant shall receive from the Company a cash payment equal to the sum of (i) the amount of the Performance Tranche of the Cash Award as determined based on the Performance Metric results and (ii) the amount of the Service Tranche of the Cash Award granted to such Participant.
|
4.
|
Limitations Upon Transfer.
All rights under this Grant shall belong to Participant and may not be transferred, assigned, pledged, or hypothecated in any way (whether by operation of law or otherwise), other than by will or the laws of descent and distribution or pursuant to a “qualified domestic relations order” (as defined by the Internal Revenue Code of 1986, as amended), and shall not be subject to execution, attachment, or similar process. Upon any attempt to transfer, assign, pledge, hypothecate, or otherwise dispose of such rights contrary to the provision in this Grant, or the 2018 Plan, or upon the levy of any attachment or similar process upon such rights, such rights shall immediately become null and void.
|
5.
|
Withholding of Tax.
To the extent that the grant, vesting or payment of a vested Cash Award results in the receipt of compensation by Participant with respect to which the Company or Affiliate has a withholding obligation, the Company or Affiliate shall withhold such amount from any payment otherwise due under this Grant.
|
6.
|
Binding Effect.
This Grant shall be binding upon and inure to the benefit of any successor or successors of the Company or upon any person lawfully claiming under Participant.
|
1
Weighted Achievement is the sum of the product of performance metric achievement times weighting. Achievement is calculated based on 4
th
Quarter 2020 performance results. Achievements between 50% and 100% and between 100% and 200% shall be linearly interpolated.
2
Available Cash per Unit shall be calculated on a fully diluted basis by counting all outstanding convertible preferred units as if converted.
3
Leverage shall be calculated as presented in the partnerships quarterly earnings release.
4
Safety is Total Recordable Incident Rate (TRIR).
5
AGR equals the percentage determined by dividing (i) the difference between the Fair Market Value on Vesting Date and the Fair Market Value on Grant Date by (ii) the Fair Market Value on Grant Date. Fair Market Value on Grant Date is $19.8515.
6
The UAM shall be linearly interpolated for AGR percentages between those shown above.
|
1.
|
Grant of Cash Award.
|
(a)
|
General.
The Company hereby grants to Participant a Cash Award in the amount of $ pursuant to the 2018 Plan. This grant is subject to the terms and conditions of the 2018 Plan, which is incorporated herein by reference as a part of this Agreement. A copy of the 2018 Plan is attached hereto. In the event of any conflict between the terms of this Agreement and the 2018 Plan, the 2018 Plan shall control. Capitalized terms used in this Agreement but not defined herein shall have the meanings ascribed to such terms in the 2018 Plan, unless the context requires otherwise.
|
(b)
|
Vesting.
Except as otherwise provided in Paragraph 2 hereof, the Cash Award granted hereunder shall vest in accordance with Schedule A hereto.
|
2.
|
Events Occurring Prior to Vesting.
|
(a)
|
Death or Disability.
If, prior to the Vesting Date, Participant ceases to be an employee of the Company and its Affiliates or a member of the Company acting in an employee role as a result of death or disability (within the Company’s policy or determination thereof), the unvested Cash Award granted hereunder then held by Participant will automatically become 100% vested upon such termination.
|
(b)
|
Other Termination.
If Participant terminates from the Company and its Affiliates or ceases to be a member acting in an employee role for any reason other than death or disability as provided in (a) above, the unvested Cash Award granted hereunder then held by Participant shall be automatically forfeited upon such termination, unless the Committee, in its discretion, waives, in whole or in part, such forfeiture.
|
(c)
|
Change in Control.
Notwithstanding any other provision hereof, upon the occurrence of a Change in Control, the unvested Service Tranche of the Cash Award granted hereunder then held by Participant shall become fully vested and the unvested Performance Tranche of the Cash Award granted hereunder then held by Participant shall vest at 150% of the Performance Metric.
|
3.
|
Payment.
As soon as administratively practicable and not later than 30 days after the vesting of a Cash Award, Participant shall receive from the Company a cash payment equal to the sum of (i) the amount of the Performance Tranche of the Cash Award as determined based on the
|
4.
|
Limitations Upon Transfer.
All rights under this Grant shall belong to Participant and may not be transferred, assigned, pledged, or hypothecated in any way (whether by operation of law or otherwise), other than by will or the laws of descent and distribution or pursuant to a “qualified domestic relations order” (as defined by the Internal Revenue Code of 1986, as amended), and shall not be subject to execution, attachment, or similar process. Upon any attempt to transfer, assign, pledge, hypothecate, or otherwise dispose of such rights contrary to the provision in this Grant, or the 2018 Plan, or upon the levy of any attachment or similar process upon such rights, such rights shall immediately become null and void.
|
5.
|
Withholding of Tax.
To the extent that the grant, vesting or payment of a vested Cash Award results in the receipt of compensation by Participant with respect to which the Company or Affiliate has a withholding obligation, the Company or Affiliate shall withhold such amount from any payment otherwise due under this Grant.
|
6.
|
Binding Effect.
This Grant shall be binding upon and inure to the benefit of any successor or successors of the Company or upon any person lawfully claiming under Participant.
|
1
Weighted Achievement is the sum of the product of performance metric achievement times weighting. Achievement is calculated based on 4
th
Quarter 2020 performance results. Achievements between 50% and 100% and between 100% and 200% shall be linearly interpolated.
2
Available Cash per Unit shall be calculated on a fully diluted basis by counting all outstanding convertible preferred units as if converted.
3
Leverage shall be calculated as presented in the partnerships quarterly earnings release.
4
Safety is Total Recordable Incident Rate (TRIR).
5
AGR equals the percentage determined by dividing (i) the difference between the Fair Market Value on Vesting Date and the Fair Market Value on Grant Date by (ii) the Fair Market Value on Grant Date. Fair Market Value on Grant Date is $19.8515.
6
The UAM shall be linearly interpolated for AGR percentages between those shown above.
|
1.
|
Grant of Cash Award.
|
(a)
|
General.
The Company hereby grants to Participant a Cash Award in the amount of $ pursuant to the 2018 Plan. This grant is subject to the terms and conditions of the 2018 Plan, which is incorporated herein by reference as a part of this Agreement. A copy of the 2018 Plan is attached hereto. In the event of any conflict between the terms of this Agreement and the 2018 Plan, the 2018 Plan shall control. Capitalized terms used in this Agreement but not defined herein shall have the meanings ascribed to such terms in the 2018 Plan, unless the context requires otherwise.
|
(b)
|
Vesting.
Except as otherwise provided in Paragraph 2 hereof, the Cash Award granted hereunder shall vest in accordance with Schedule A hereto.
|
2.
|
Events Occurring Prior to Vesting.
|
(a)
|
Death or Disability.
If, prior to the Vesting Date, Participant ceases to be an employee of the Company and its Affiliates or a member of the Company acting in an employee role as a result of death or disability (within the Company’s policy or determination thereof), the unvested Cash Award granted hereunder then held by Participant will automatically become 100% vested upon such termination.
|
(b)
|
Other Termination.
If Participant terminates from the Company and its Affiliates or ceases to be a member acting in an employee role for any reason other than death or disability as provided in (a) above, the unvested Cash Award granted hereunder then held by Participant shall be automatically forfeited upon such termination, unless the Committee, in its discretion, waives, in whole or in part, such forfeiture.
|
(c)
|
Change in Control.
Notwithstanding any other provision hereof, upon the occurrence of a Change in Control, the unvested Service Tranche of the Cash Award granted hereunder then held by Participant shall become fully vested and the unvested Performance Tranche of the Cash Award granted hereunder then held by Participant shall vest at 150% of the Performance Metric.
|
3.
|
Payment.
As soon as administratively practicable and not later than 30 days after the vesting of a Cash Award, Participant shall receive from the Company a cash payment equal to the sum of (i) the amount of the Performance Tranche of the Cash Award as determined based on the Performance Metric results and (ii) the amount of the Service Tranche of the Cash Award granted to such Participant.
|
4.
|
Limitations Upon Transfer.
All rights under this Grant shall belong to Participant and may not be transferred, assigned, pledged, or hypothecated in any way (whether by operation of law or otherwise), other than by will or the laws of descent and distribution or pursuant to a “qualified domestic relations order” (as defined by the Internal Revenue Code of 1986, as amended), and shall not be subject to execution, attachment, or similar process. Upon any attempt to transfer, assign, pledge, hypothecate, or otherwise dispose of such rights contrary to the provision in this Grant, or the 2018 Plan, or upon the levy of any attachment or similar process upon such rights, such rights shall immediately become null and void.
|
5.
|
Withholding of Tax.
To the extent that the grant, vesting or payment of a vested Cash Award results in the receipt of compensation by Participant with respect to which the Company or Affiliate has a withholding obligation, the Company or Affiliate shall withhold such amount from any payment otherwise due under this Grant.
|
6.
|
Binding Effect.
This Grant shall be binding upon and inure to the benefit of any successor or successors of the Company or upon any person lawfully claiming under Participant.
|
1
Weighted Achievement is the sum of the product of performance metric achievement times weighting. Achievement is calculated based on 4
th
Quarter 2020 performance results. Achievements between 50% and 100% and between 100% and 200% shall be linearly interpolated.
2
Available Cash per Unit shall be calculated on a fully diluted basis by counting all outstanding convertible preferred units as if converted.
3
Leverage shall be calculated as presented in the partnerships quarterly earnings release.
4
Safety is Total Recordable Incident Rate (TRIR).
5
AGR equals the percentage determined by dividing (i) the difference between the Fair Market Value on Vesting Date and the Fair Market Value on Grant Date by (ii) the Fair Market Value on Grant Date. Fair Market Value on Grant Date is $19.8515.
6
The UAM shall be linearly interpolated for AGR percentages between those shown above.
|
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:
|
August 8, 2018
|
/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:
|
August 8, 2018
|
/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.
|
August 8, 2018
|
/s/ Grant E. Sims
|
|
Grant E. Sims
|
|
Chief Executive Officer,
|
|
Genesis Energy, LLC
|
|
|
August 8, 2018
|
/s/ Robert V. Deere
|
|
Robert V. Deere
|
|
Chief Financial Officer,
|
|
Genesis Energy, LLC
|
(A)
|
The total number of violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a coal or other mine safety and health hazard under section 104 of the Mine Act for which the operator received a citation from MSHA.
|
(B)
|
The total number of orders issued under section 104(b) of the Mine Act.
|
(C)
|
The total number of citations and orders for unwarrantable failure of the operator to comply with mandatory health or safety standards under section 104(d) of the Mine Act.
|
(D)
|
The total number of flagrant violations under section 110(b)(2) of the Mine.
|
(E)
|
The total number of imminent danger orders issued under section 107(a) of the Mine Act.
|
(F)
|
The total dollar value of proposed assessments from the MSHA under the Mine Act. Only includes assessments proposed on citations issued during the quarter ending June 30, 2018.
|
(G)
|
The total number of mining related fatalities.
|
(H)
|
During the quarter ending June 30, 2018, the mine did not receive Notice of Pattern of Violations under Section 104(e)
|
(I)
|
During the quarter ending June 30, 2018, the mine did not receive Notice of a Potential to have a Pattern of Violations Under Section 104(e)
|
(J)
|
Includes all legal actions before the Federal Mine Safety and Review Commission, together with the Administrative Law Judges thereof, for our operations.
|
(K)
|
The total number of legal actions were initiated by us to contest citations, orders or proposed assessments issued by the federal Mine Safety and Health Administration during the second quarter 2018.
|
(L)
|
Previously initiated legal action to contest citations, orders or proposed assessments issued by the federal Mine Safety and Health Administration, which if successful, could result in the reduction or dismissal of those citations, orders or assessments, resolved during the period.
|