|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
76-0513049
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
|
919 Milam, Suite 2100,
Houston, TX
|
77002
|
(Address of principal executive offices)
|
(Zip code)
|
Registrant’s telephone number, including area code: (713) 860-2500
|
|
|
|
|
|
Large accelerated filer
x
|
|
Accelerated filer
¨
|
Non-accelerated filer
¨
|
|
Smaller reporting company
¨
|
|
|
Emerging growth company
¨
|
|
||
|
|
Page
|
|
|
|
Item 1.
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 5.
|
||
Item 6.
|
||
|
September 30, 2018
|
|
December 31, 2017
|
||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
11,878
|
|
|
$
|
9,041
|
|
Accounts receivable - trade, net
|
365,646
|
|
|
495,449
|
|
||
Inventories
|
85,722
|
|
|
88,653
|
|
||
Assets held for sale
|
255,519
|
|
|
—
|
|
||
Other
|
42,659
|
|
|
42,890
|
|
||
Total current assets
|
761,424
|
|
|
636,033
|
|
||
FIXED ASSETS, at cost
|
5,405,984
|
|
|
5,601,015
|
|
||
Less: Accumulated depreciation
|
(882,833
|
)
|
|
(734,986
|
)
|
||
Net fixed assets
|
4,523,151
|
|
|
4,866,029
|
|
||
MINERAL LEASEHOLDS, net of accumulated depletion
|
561,593
|
|
|
564,506
|
|
||
NET INVESTMENT IN DIRECT FINANCING LEASES, net of unearned income
|
119,093
|
|
|
125,283
|
|
||
EQUITY INVESTEES
|
356,468
|
|
|
381,550
|
|
||
INTANGIBLE ASSETS, net of amortization
|
168,291
|
|
|
182,406
|
|
||
GOODWILL
|
325,046
|
|
|
325,046
|
|
||
OTHER ASSETS, net of amortization
|
120,102
|
|
|
56,628
|
|
||
TOTAL ASSETS
|
$
|
6,935,168
|
|
|
$
|
7,137,481
|
|
LIABILITIES AND CAPITAL
|
|
|
|
||||
CURRENT LIABILITIES:
|
|
|
|
||||
Accounts payable - trade
|
$
|
194,489
|
|
|
$
|
270,855
|
|
Accrued liabilities
|
235,517
|
|
|
185,409
|
|
||
Total current liabilities
|
430,006
|
|
|
456,264
|
|
||
SENIOR SECURED CREDIT FACILITY
|
1,220,700
|
|
|
1,099,200
|
|
||
SENIOR UNSECURED NOTES, net of debt issuance costs
|
2,460,486
|
|
|
2,598,918
|
|
||
DEFERRED TAX LIABILITIES
|
12,293
|
|
|
11,913
|
|
||
OTHER LONG-TERM LIABILITIES
|
275,823
|
|
|
256,571
|
|
||
Total liabilities
|
4,399,308
|
|
|
4,422,866
|
|
||
|
|
|
|
||||
MEZZANINE CAPITAL:
|
|
|
|
||||
Class A Convertible Preferred Units, 23,914,890 and 22,411,728 issued and outstanding at September 30, 2018 and December 31, 2017, respectively
|
744,727
|
|
|
697,151
|
|
||
|
|
|
|
||||
PARTNERS’ CAPITAL:
|
|
|
|
||||
Common unitholders, 122,579,218 units issued and outstanding at September 30, 2018 and December 31, 2017
|
1,799,409
|
|
|
2,026,147
|
|
||
Accumulated other comprehensive loss
|
(604
|
)
|
|
(604
|
)
|
||
Noncontrolling interests
|
(7,672
|
)
|
|
(8,079
|
)
|
||
Total partners' capital
|
1,791,133
|
|
|
2,017,464
|
|
||
TOTAL LIABILITIES, MEZZANINE CAPITAL AND PARTNERS’ CAPITAL
|
$
|
6,935,168
|
|
|
$
|
7,137,481
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
REVENUES:
|
|
|
|
|
|
|
|
||||||||
Offshore pipeline transportation services
|
70,115
|
|
|
80,671
|
|
|
213,344
|
|
|
243,437
|
|
||||
Sodium minerals and sulfur services
|
291,722
|
|
|
109,765
|
|
|
876,513
|
|
|
197,879
|
|
||||
Marine transportation
|
56,296
|
|
|
48,534
|
|
|
161,410
|
|
|
152,038
|
|
||||
Onshore facilities and transportation
|
327,145
|
|
|
247,144
|
|
|
972,207
|
|
|
714,974
|
|
||||
Total revenues
|
745,278
|
|
|
486,114
|
|
|
2,223,474
|
|
|
1,308,328
|
|
||||
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
||||||||
Onshore facilities and transportation product costs
|
273,251
|
|
|
202,047
|
|
|
834,128
|
|
|
582,535
|
|
||||
Onshore facilities and transportation operating costs
|
22,005
|
|
|
23,982
|
|
|
67,346
|
|
|
80,160
|
|
||||
Marine transportation operating costs
|
44,195
|
|
|
35,789
|
|
|
126,259
|
|
|
111,980
|
|
||||
Sodium minerals and sulfur services operating costs
|
229,204
|
|
|
79,365
|
|
|
685,219
|
|
|
133,335
|
|
||||
Offshore pipeline transportation operating costs
|
17,753
|
|
|
18,690
|
|
|
53,533
|
|
|
54,682
|
|
||||
General and administrative
|
24,209
|
|
|
19,409
|
|
|
49,412
|
|
|
38,723
|
|
||||
Depreciation, depletion and amortization
|
91,876
|
|
|
63,732
|
|
|
244,811
|
|
|
176,453
|
|
||||
Gain on sale of assets
|
(3,363
|
)
|
|
—
|
|
|
(3,363
|
)
|
|
(26,684
|
)
|
||||
Total costs and expenses
|
699,130
|
|
|
443,014
|
|
|
2,057,345
|
|
|
1,151,184
|
|
||||
OPERATING INCOME
|
46,148
|
|
|
43,100
|
|
|
166,129
|
|
|
157,144
|
|
||||
Equity in earnings of equity investees
|
9,492
|
|
|
13,044
|
|
|
28,388
|
|
|
34,805
|
|
||||
Interest expense
|
(58,819
|
)
|
|
(47,388
|
)
|
|
(172,864
|
)
|
|
(122,117
|
)
|
||||
Other income (expense)
|
1,828
|
|
|
(2,276
|
)
|
|
(3,604
|
)
|
|
(2,276
|
)
|
||||
Income (loss) before income taxes
|
(1,351
|
)
|
|
6,480
|
|
|
18,049
|
|
|
67,556
|
|
||||
Income tax expense
|
(283
|
)
|
|
(320
|
)
|
|
(914
|
)
|
|
(878
|
)
|
||||
NET INCOME (LOSS)
|
(1,634
|
)
|
|
6,160
|
|
|
17,135
|
|
|
66,678
|
|
||||
Net loss attributable to noncontrolling interests
|
1,311
|
|
|
152
|
|
|
1,573
|
|
|
457
|
|
||||
NET INCOME (LOSS) ATTRIBUTABLE TO GENESIS ENERGY, L.P.
|
$
|
(323
|
)
|
|
$
|
6,312
|
|
|
$
|
18,708
|
|
|
$
|
67,135
|
|
Less: Accumulated distributions attributable to Class A Convertible Preferred Units
|
(17,635
|
)
|
|
(5,469
|
)
|
|
(51,780
|
)
|
|
(5,469
|
)
|
||||
NET INCOME(LOSS) AVAILABLE TO COMMON UNITHOLDERS
|
$
|
(17,958
|
)
|
|
$
|
843
|
|
|
$
|
(33,072
|
)
|
|
$
|
61,666
|
|
NET INCOME(LOSS) PER COMMON UNIT (Note 11):
|
|
|
|
|
|
|
|
||||||||
Basic and Diluted
|
$
|
(0.15
|
)
|
|
$
|
0.01
|
|
|
$
|
(0.27
|
)
|
|
$
|
0.51
|
|
WEIGHTED AVERAGE OUTSTANDING COMMON UNITS:
|
|
|
|
|
|
|
|
||||||||
Basic and Diluted
|
122,579
|
|
|
122,579
|
|
|
122,579
|
|
|
121,198
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net income (loss)
|
$
|
(1,634
|
)
|
|
$
|
6,160
|
|
|
$
|
17,135
|
|
|
$
|
66,678
|
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
||||||||
Change in benefit plan liability
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total Comprehensive income (loss)
|
(1,634
|
)
|
|
6,160
|
|
|
17,135
|
|
|
66,678
|
|
||||
Comprehensive loss attributable to non-controlling interests
|
1,311
|
|
|
152
|
|
|
1,573
|
|
|
457
|
|
||||
Comprehensive income (loss) attributable to Genesis Energy, L.P.
|
$
|
(323
|
)
|
|
$
|
6,312
|
|
|
$
|
18,708
|
|
|
$
|
67,135
|
|
|
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)
|
—
|
|
|
18,708
|
|
|
(1,573
|
)
|
|
—
|
|
|
17,135
|
|
||||
Cash distributions to partners
|
—
|
|
|
(191,224
|
)
|
|
—
|
|
|
—
|
|
|
(191,224
|
)
|
||||
Cash contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
1,980
|
|
|
—
|
|
|
1,980
|
|
||||
Distributions to Class A Convertible Preferred unitholders
|
—
|
|
|
(50,672
|
)
|
|
—
|
|
|
—
|
|
|
(50,672
|
)
|
||||
Partners' capital, September 30, 2018
|
122,579
|
|
|
$
|
1,799,409
|
|
|
$
|
(7,672
|
)
|
|
$
|
(604
|
)
|
|
$
|
1,791,133
|
|
|
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)
|
—
|
|
|
67,135
|
|
|
(457
|
)
|
|
—
|
|
|
66,678
|
|
||||
Cash distributions to partners
|
—
|
|
|
(260,586
|
)
|
|
—
|
|
|
—
|
|
|
(260,586
|
)
|
||||
Cash contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
1,850
|
|
|
—
|
|
|
1,850
|
|
||||
Issuance of common units for cash, net
|
4,600
|
|
|
140,513
|
|
|
—
|
|
|
—
|
|
|
140,513
|
|
||||
Partners' capital, September 30, 2017
|
122,579
|
|
|
$
|
2,077,393
|
|
|
$
|
(8,888
|
)
|
|
$
|
—
|
|
|
$
|
2,068,505
|
|
|
Nine Months Ended
September 30, |
||||||
|
2018
|
|
2017
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
||||
Net income
|
$
|
17,135
|
|
|
$
|
66,678
|
|
Adjustments to reconcile net income to net cash provided by operating activities -
|
|
|
|
||||
Depreciation, depletion and amortization
|
244,811
|
|
|
176,453
|
|
||
Provision for leased items no longer in use
|
—
|
|
|
12,589
|
|
||
Gain on sale of assets
|
(3,363
|
)
|
|
(26,684
|
)
|
||
Amortization and write-off of debt issuance costs and discount
|
9,489
|
|
|
8,154
|
|
||
Amortization of unearned income and initial direct costs on direct financing leases
|
(9,847
|
)
|
|
(10,374
|
)
|
||
Payments received under direct financing leases
|
15,501
|
|
|
15,501
|
|
||
Equity in earnings of investments in equity investees
|
(28,388
|
)
|
|
(34,805
|
)
|
||
Cash distributions of earnings of equity investees
|
28,992
|
|
|
34,454
|
|
||
Non-cash effect of long-term incentive compensation plans
|
3,240
|
|
|
(5,524
|
)
|
||
Deferred and other tax liabilities
|
380
|
|
|
508
|
|
||
Unrealized loss on derivative transactions
|
1,285
|
|
|
3,040
|
|
||
Other, net
|
999
|
|
|
(7,338
|
)
|
||
Net changes in components of operating assets and liabilities (
Note 14
)
|
27,330
|
|
|
(26,262
|
)
|
||
Net cash provided by operating activities
|
307,564
|
|
|
206,390
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
||||
Payments to acquire fixed and intangible assets
|
(152,868
|
)
|
|
(182,653
|
)
|
||
Cash distributions received from equity investees - return of investment
|
26,042
|
|
|
25,917
|
|
||
Investments in equity investees
|
(2,960
|
)
|
|
—
|
|
||
Acquisitions
|
—
|
|
|
(1,325,759
|
)
|
||
Contributions in aid of construction costs
|
—
|
|
|
124
|
|
||
Proceeds from asset sales
|
36,859
|
|
|
39,204
|
|
||
Net cash used in investing activities
|
(92,927
|
)
|
|
(1,443,167
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
||||
Borrowings on senior secured credit facility
|
759,800
|
|
|
1,247,700
|
|
||
Repayments on senior secured credit facility
|
(638,300
|
)
|
|
(1,153,400
|
)
|
||
Proceeds from issuance of senior unsecured notes
|
—
|
|
|
550,000
|
|
||
Proceeds from issuance of Class A convertible preferred units, net
|
—
|
|
|
729,958
|
|
||
Repayment of senior unsecured notes
|
(145,170
|
)
|
|
—
|
|
||
Debt issuance costs
|
(242
|
)
|
|
(17,808
|
)
|
||
Issuance of common units for cash, net
|
—
|
|
|
140,513
|
|
||
Contributions from noncontrolling interests
|
1,980
|
|
|
1,850
|
|
||
Distributions to common unitholders
|
(191,224
|
)
|
|
(260,586
|
)
|
||
Other, net
|
1,356
|
|
|
1,215
|
|
||
Net cash provided by (used in) financing activities
|
(211,800
|
)
|
|
1,239,442
|
|
||
Net increase in cash and cash equivalents
|
2,837
|
|
|
2,665
|
|
||
Cash and cash equivalents at beginning of period
|
9,041
|
|
|
7,029
|
|
||
Cash and cash equivalents at end of period
|
$
|
11,878
|
|
|
$
|
9,694
|
|
•
|
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 September 30, 2018
|
||||||||||
Unaudited Condensed Consolidated Balance Sheet
|
As Reported
|
|
Without adoption of ASC 606
|
|
Effect of Change Increase/(Decrease)
|
||||||
ASSETS
|
|
|
|
|
|
||||||
Accounts receivable-trade, net
|
$
|
365,646
|
|
|
$
|
413,674
|
|
|
$
|
(48,028
|
)
|
Inventories
|
85,722
|
|
|
83,329
|
|
|
2,393
|
|
|||
Other Assets, net of amortization
|
120,102
|
|
|
50,742
|
|
|
69,360
|
|
|||
|
|
|
|
|
|
||||||
LIABILITIES AND CAPITAL
|
|
|
|
|
|
||||||
Other Long-Term Liabilities
|
275,823
|
|
|
251,075
|
|
|
24,748
|
|
|||
Partners' Capital
|
1,799,409
|
|
|
1,800,432
|
|
|
(1,023
|
)
|
|
Three months ended
September 30, 2018
|
|
Nine months ended
September 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
|
$
|
70,115
|
|
|
$
|
69,323
|
|
|
$
|
792
|
|
|
$
|
213,344
|
|
|
$
|
208,073
|
|
|
$
|
5,271
|
|
Sodium minerals and sulfur services
|
291,722
|
|
|
268,207
|
|
|
23,515
|
|
|
876,513
|
|
|
801,323
|
|
|
75,190
|
|
||||||
Marine transportation
|
56,296
|
|
|
56,296
|
|
|
—
|
|
|
161,410
|
|
|
161,410
|
|
|
—
|
|
||||||
Onshore facilities and transportation
|
327,145
|
|
|
327,145
|
|
|
—
|
|
|
972,207
|
|
|
972,207
|
|
|
—
|
|
||||||
Total revenues
|
745,278
|
|
|
720,971
|
|
|
24,307
|
|
|
2,223,474
|
|
|
2,143,013
|
|
|
80,461
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Onshore facilities and transportation product costs
|
273,251
|
|
|
273,251
|
|
|
—
|
|
|
834,128
|
|
|
834,128
|
|
|
—
|
|
||||||
Onshore facilities and transportation operating costs
|
22,005
|
|
|
22,005
|
|
|
—
|
|
|
67,346
|
|
|
67,346
|
|
|
—
|
|
||||||
Marine transportation operating costs
|
44,195
|
|
|
44,195
|
|
|
—
|
|
|
126,259
|
|
|
126,259
|
|
|
—
|
|
||||||
Sodium minerals and sulfur services operating costs
|
229,204
|
|
|
204,013
|
|
|
25,191
|
|
|
685,219
|
|
|
607,285
|
|
|
77,934
|
|
||||||
Offshore pipeline transportation operating costs
|
17,753
|
|
|
17,753
|
|
|
—
|
|
|
53,533
|
|
|
53,533
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
OPERATING INCOME
|
46,148
|
|
|
47,032
|
|
|
(884
|
)
|
|
166,129
|
|
|
163,602
|
|
|
2,527
|
|
|
Three Months Ended
September 30, |
||||||||||||||||||
|
Onshore Facilities & Transportation
|
|
Sodium Minerals & Sulfur Services
|
|
Offshore Pipeline Transportation
|
|
Marine Transportation
|
|
Consolidated
|
||||||||||
Fee-based revenues
|
$
|
42,188
|
|
|
$
|
—
|
|
|
$
|
70,115
|
|
|
$
|
56,296
|
|
|
$
|
168,599
|
|
Product Sales
|
284,957
|
|
|
268,207
|
|
|
—
|
|
|
—
|
|
|
553,164
|
|
|||||
Refinery Services
|
—
|
|
|
23,515
|
|
|
—
|
|
|
—
|
|
|
23,515
|
|
|||||
|
$
|
327,145
|
|
|
$
|
291,722
|
|
|
$
|
70,115
|
|
|
$
|
56,296
|
|
|
$
|
745,278
|
|
|
Nine Months Ended
September 30, |
||||||||||||||||||
|
Onshore Facilities & Transportation
|
|
Sodium Minerals & Sulfur Services
|
|
Offshore Pipeline Transportation
|
|
Marine Transportation
|
|
Consolidated
|
||||||||||
Fee-based revenues
|
$
|
107,536
|
|
|
$
|
—
|
|
|
$
|
213,344
|
|
|
$
|
161,410
|
|
|
$
|
482,290
|
|
Product Sales
|
864,671
|
|
|
801,323
|
|
|
—
|
|
|
—
|
|
|
1,665,994
|
|
|||||
Refinery Services
|
—
|
|
|
75,190
|
|
|
—
|
|
|
—
|
|
|
75,190
|
|
|||||
|
$
|
972,207
|
|
|
$
|
876,513
|
|
|
$
|
213,344
|
|
|
$
|
161,410
|
|
|
$
|
2,223,474
|
|
|
Contract Assets
|
|
Contract Liabilities
|
||||
|
Non-Current
|
|
Non-Current
|
||||
Balance at January 1, 2018
|
$
|
59,204
|
|
|
$
|
19,864
|
|
Balance at September 30, 2018
|
69,360
|
|
|
24,748
|
|
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
|
$
|
21,154
|
|
$
|
6,808
|
|
$
|
14,297
|
|
2019
|
73,918
|
|
27,010
|
|
57,090
|
|
|||
2020
|
50,883
|
|
20,128
|
|
57,090
|
|
|||
2021
|
34,261
|
|
—
|
|
20,139
|
|
|||
2022
|
22,558
|
|
—
|
|
4,283
|
|
|||
Thereafter
|
134,623
|
|
—
|
|
—
|
|
|||
Total
|
$
|
337,397
|
|
$
|
53,946
|
|
$
|
152,899
|
|
|
Three Months Ended September 30, 2018
|
|
Nine Months Ended September 30, 2018
|
|||
Revenues
|
$
|
208,742
|
|
|
628,672
|
|
Net Income Attributable to Genesis Energy, L.P.
|
$
|
29,536
|
|
|
91,680
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||
|
2017
|
|
2017
|
||||
Pro forma consolidated financial operating results:
|
|
|
|
||||
Revenues
|
$
|
615,289
|
|
|
$
|
1,829,389
|
|
Net Income Attributable to Genesis Energy, L.P.
|
10,955
|
|
|
92,880
|
|
||
Net Income (Loss) Available to Common Unitholders
|
(6,178
|
)
|
|
42,575
|
|
||
Basic and diluted earnings per common unit:
|
|
|
|
||||
As reported net income per common unit
|
$
|
0.01
|
|
|
$
|
0.51
|
|
Pro forma net income (loss) per common unit
|
$
|
(0.05
|
)
|
|
$
|
0.35
|
|
|
September 30,
2018 |
|
December 31,
2017 |
||||
Petroleum products
|
$
|
21,082
|
|
|
$
|
8,731
|
|
Crude oil
|
16,493
|
|
|
29,873
|
|
||
Caustic soda
|
8,030
|
|
|
5,755
|
|
||
NaHS
|
9,682
|
|
|
8,277
|
|
||
Raw materials - Alkali operations
|
5,592
|
|
|
4,550
|
|
||
Work-in-process - Alkali operations
|
2,820
|
|
|
7,355
|
|
||
Finished goods, net - Alkali operations
|
11,526
|
|
|
14,075
|
|
||
Materials and supplies, net - Alkali operations
|
10,496
|
|
|
10,030
|
|
||
Other
|
1
|
|
|
7
|
|
||
Total
|
$
|
85,722
|
|
|
$
|
88,653
|
|
|
September 30,
2018 |
|
December 31,
2017 |
||||
Crude oil pipelines and natural gas pipelines and related assets
|
$
|
2,900,469
|
|
|
$
|
3,028,657
|
|
Alkali facilities, machinery, and equipment
|
515,226
|
|
|
497,601
|
|
||
Onshore facilities, machinery, and equipment
|
638,726
|
|
|
692,364
|
|
||
Transportation equipment
|
20,352
|
|
|
21,483
|
|
||
Marine vessels
|
946,377
|
|
|
918,953
|
|
||
Land, buildings and improvements
|
220,823
|
|
|
223,186
|
|
||
Office equipment, furniture and fixtures
|
18,898
|
|
|
18,112
|
|
||
Construction in progress
|
97,313
|
|
|
151,768
|
|
||
Other
|
47,800
|
|
|
48,891
|
|
||
Fixed assets, at cost
|
5,405,984
|
|
|
5,601,015
|
|
||
Less: Accumulated depreciation
|
(882,833
|
)
|
|
(734,986
|
)
|
||
Net fixed assets
|
$
|
4,523,151
|
|
|
$
|
4,866,029
|
|
|
September 30,
2018 |
|
December 31,
2017 |
||||
Mineral leaseholds
|
$
|
566,019
|
|
|
$
|
566,019
|
|
Less: Accumulated depletion
|
(4,426
|
)
|
|
(1,513
|
)
|
||
Mineral leaseholds, net
|
$
|
561,593
|
|
|
$
|
564,506
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Depreciation expense
|
$
|
85,282
|
|
|
$
|
57,117
|
|
|
$
|
224,546
|
|
|
$
|
157,438
|
|
Depletion expense
|
722
|
|
|
381
|
|
|
2,913
|
|
|
381
|
|
ARO liability balance, December 31, 2017
|
$
|
198,187
|
|
Accretion expense
|
7,437
|
|
|
Changes in estimate
|
18,913
|
|
|
Settlements
|
(9,481
|
)
|
|
ARO liability balance, September 30, 2018
|
$
|
215,056
|
|
Remainder of
|
2018
|
$
|
2,459
|
|
|
2019
|
$
|
9,057
|
|
|
2020
|
$
|
8,710
|
|
|
2021
|
$
|
9,302
|
|
|
2022
|
$
|
9,935
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Genesis’ share of operating earnings
|
$
|
13,364
|
|
|
$
|
16,986
|
|
|
$
|
40,144
|
|
|
$
|
46,631
|
|
Amortization of excess purchase price
|
$
|
(3,872
|
)
|
|
(3,942
|
)
|
|
(11,756
|
)
|
|
(11,826
|
)
|
|||
Net equity in earnings
|
$
|
9,492
|
|
|
$
|
13,044
|
|
|
$
|
28,388
|
|
|
$
|
34,805
|
|
Distributions received
|
$
|
17,044
|
|
|
$
|
20,180
|
|
|
$
|
55,034
|
|
|
$
|
60,371
|
|
|
September 30,
2018 |
|
December 31,
2017 |
||||
BALANCE SHEET DATA:
|
|
|
|
||||
Assets
|
|
|
|
||||
Current assets
|
$
|
15,895
|
|
|
$
|
18,711
|
|
Fixed assets, net
|
205,785
|
|
|
217,343
|
|
||
Other assets
|
966
|
|
|
1,203
|
|
||
Total assets
|
$
|
222,646
|
|
|
$
|
237,257
|
|
Liabilities and equity
|
|
|
|
||||
Current liabilities
|
$
|
17,644
|
|
|
$
|
17,560
|
|
Other liabilities
|
243,608
|
|
|
237,434
|
|
||
Equity
|
(38,606
|
)
|
|
(17,737
|
)
|
||
Total liabilities and equity
|
$
|
222,646
|
|
|
$
|
237,257
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
INCOME STATEMENT DATA:
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
27,768
|
|
|
$
|
30,597
|
|
|
$
|
83,962
|
|
|
$
|
88,003
|
|
Operating income
|
$
|
17,772
|
|
|
$
|
22,334
|
|
|
$
|
57,444
|
|
|
$
|
63,159
|
|
Net income
|
$
|
15,721
|
|
|
$
|
20,739
|
|
|
$
|
51,731
|
|
|
$
|
58,754
|
|
|
September 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
|
|
|
$
|
94,114
|
|
|
$
|
540
|
|
|
$
|
94,654
|
|
|
$
|
92,493
|
|
|
$
|
2,161
|
|
Licensing agreements
|
38,678
|
|
|
38,141
|
|
|
537
|
|
|
38,678
|
|
|
36,528
|
|
|
2,150
|
|
||||||
Non-compete agreement
|
800
|
|
|
289
|
|
|
511
|
|
|
800
|
|
|
89
|
|
|
711
|
|
||||||
Segment total
|
134,132
|
|
|
132,544
|
|
|
1,588
|
|
|
134,132
|
|
|
129,110
|
|
|
5,022
|
|
||||||
Onshore Facilities & Transportation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
35,430
|
|
|
35,113
|
|
|
317
|
|
|
35,430
|
|
|
35,082
|
|
|
348
|
|
||||||
Intangibles associated with lease
|
13,260
|
|
|
5,288
|
|
|
7,972
|
|
|
13,260
|
|
|
4,933
|
|
|
8,327
|
|
||||||
Segment total
|
48,690
|
|
|
40,401
|
|
|
8,289
|
|
|
48,690
|
|
|
40,015
|
|
|
8,675
|
|
||||||
Marine contract intangibles
|
27,000
|
|
|
15,750
|
|
|
11,250
|
|
|
27,000
|
|
|
11,700
|
|
|
15,300
|
|
||||||
Offshore pipeline contract intangibles
|
158,101
|
|
|
26,350
|
|
|
131,751
|
|
|
158,101
|
|
|
20,109
|
|
|
137,992
|
|
||||||
Other
|
31,149
|
|
|
15,736
|
|
|
15,413
|
|
|
28,900
|
|
|
13,483
|
|
|
15,417
|
|
||||||
Total
|
$
|
399,072
|
|
|
$
|
230,781
|
|
|
$
|
168,291
|
|
|
$
|
396,823
|
|
|
$
|
214,417
|
|
|
$
|
182,406
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Amortization of intangible assets
|
$
|
5,475
|
|
|
$
|
5,879
|
|
|
$
|
16,369
|
|
|
$
|
17,623
|
|
Remainder of
|
2018
|
$
|
5,503
|
|
|
2019
|
$
|
17,679
|
|
|
2020
|
$
|
16,665
|
|
|
2021
|
$
|
10,867
|
|
|
2022
|
$
|
10,708
|
|
|
September 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
|
$
|
1,220,700
|
|
|
$
|
—
|
|
|
$
|
1,220,700
|
|
|
$
|
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
|
|
|
13,601
|
|
|
736,399
|
|
|
750,000
|
|
|
16,077
|
|
|
733,923
|
|
||||||
6.000% senior unsecured notes due May 2023
|
400,000
|
|
|
4,891
|
|
|
395,109
|
|
|
400,000
|
|
|
5,691
|
|
|
394,309
|
|
||||||
5.625% senior unsecured notes due June 2024
|
350,000
|
|
|
5,044
|
|
|
344,956
|
|
|
350,000
|
|
|
5,717
|
|
|
344,283
|
|
||||||
6.500% senior unsecured notes due October 2025
|
550,000
|
|
|
8,546
|
|
|
541,454
|
|
|
550,000
|
|
|
9,462
|
|
|
540,538
|
|
||||||
6.250% senior unsecured notes due May 2026
|
450,000
|
|
|
7,432
|
|
|
442,568
|
|
|
450,000
|
|
|
8,002
|
|
|
441,998
|
|
||||||
Total long-term debt
|
$
|
3,720,700
|
|
|
$
|
39,514
|
|
|
$
|
3,681,186
|
|
|
$
|
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
$11.6 million
and
$14.1 million
as of September 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
|
|
$
|
0.5300
|
|
|
$
|
64,967
|
|
|
3
rd
Quarter
|
|
November 14, 2018
|
(1)
|
$
|
0.5400
|
|
|
$
|
66,193
|
|
|
|
|
As of September 30,
|
||
Mezzanine Capital Balance
|
|
2018
|
||
Balance as of December 31, 2017
|
|
$
|
697,151
|
|
Distributions paid-in-kind
|
|
50,671
|
|
|
Allocation of Distributions paid in-kind to Preferred Distribution Rate Reset Election (
Note 16
)
|
|
(3,095
|
)
|
|
Balance as of September 30, 2018
|
|
$
|
744,727
|
|
|
|
Nine months ended
September 30,
|
|
Number of Class A Convertible Preferred Units
|
|
2018
|
|
Balance as of December 31, 2017
|
|
22,411,728
|
|
Distributions paid-in-kind
|
|
1,503,162
|
|
Balance as of September 30, 2018
|
|
23,914,890
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net Income (Loss) Attributable to Genesis Energy L.P.
|
$
|
(323
|
)
|
|
6,312
|
|
|
$
|
18,708
|
|
|
$
|
67,135
|
|
|
Less: Accumulated distributions attributable to Class A Convertible Preferred Units
|
(17,635
|
)
|
|
(5,469
|
)
|
|
(51,780
|
)
|
|
(5,469
|
)
|
||||
Net Income (Loss) Available to Common Unitholders
|
$
|
(17,958
|
)
|
|
$
|
843
|
|
|
$
|
(33,072
|
)
|
|
$
|
61,666
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted Average Outstanding Units
|
122,579
|
|
|
122,579
|
|
|
122,579
|
|
|
121,198
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic and Diluted Net Income (Loss) per Common Unit
|
$
|
(0.15
|
)
|
|
$
|
0.01
|
|
|
$
|
(0.27
|
)
|
|
$
|
0.51
|
|
|
|
|
|
|
|
|
|
•
|
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 September 30, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Segment margin (a)
|
$
|
70,963
|
|
|
$
|
63,942
|
|
|
$
|
36,189
|
|
|
$
|
12,113
|
|
|
$
|
183,207
|
|
Capital expenditures (b)
|
$
|
564
|
|
|
$
|
20,819
|
|
|
$
|
16,700
|
|
|
$
|
4,936
|
|
|
$
|
43,019
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
External customers
|
$
|
70,115
|
|
|
$
|
293,491
|
|
|
$
|
327,844
|
|
|
$
|
53,828
|
|
|
$
|
745,278
|
|
Intersegment (c)
|
—
|
|
|
(1,769
|
)
|
|
(699
|
)
|
|
2,468
|
|
|
—
|
|
|||||
Total revenues of reportable segments
|
$
|
70,115
|
|
|
$
|
291,722
|
|
|
$
|
327,145
|
|
|
$
|
56,296
|
|
|
$
|
745,278
|
|
Three Months Ended September 30, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Segment margin (a)
|
$
|
78,228
|
|
|
$
|
30,031
|
|
|
$
|
25,606
|
|
|
$
|
12,649
|
|
|
$
|
146,514
|
|
Capital expenditures (b)
|
$
|
2,356
|
|
|
$
|
1,330,947
|
|
|
$
|
26,578
|
|
|
$
|
23,831
|
|
|
$
|
1,383,712
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
External customers
|
$
|
80,671
|
|
|
$
|
111,756
|
|
|
$
|
247,603
|
|
|
$
|
46,084
|
|
|
$
|
486,114
|
|
Intersegment (c)
|
—
|
|
|
(1,991
|
)
|
|
(459
|
)
|
|
2,450
|
|
|
—
|
|
|||||
Total revenues of reportable segments
|
$
|
80,671
|
|
|
$
|
109,765
|
|
|
$
|
247,144
|
|
|
$
|
48,534
|
|
|
$
|
486,114
|
|
Nine Months Ended September 30, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Segment Margin (a)
|
$
|
215,738
|
|
|
$
|
192,875
|
|
|
$
|
83,622
|
|
|
$
|
35,066
|
|
|
$
|
527,301
|
|
Capital expenditures (b)
|
$
|
2,665
|
|
|
$
|
49,078
|
|
|
$
|
52,559
|
|
|
$
|
25,615
|
|
|
$
|
129,917
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
External customers
|
$
|
213,344
|
|
|
$
|
881,822
|
|
|
$
|
976,193
|
|
|
$
|
152,115
|
|
|
2,223,474
|
|
|
Intersegment (c)
|
—
|
|
|
(5,309
|
)
|
|
(3,986
|
)
|
|
9,295
|
|
|
—
|
|
|||||
Total revenues of reportable segments
|
$
|
213,344
|
|
|
$
|
876,513
|
|
|
$
|
972,207
|
|
|
$
|
161,410
|
|
|
$
|
2,223,474
|
|
Nine Months Ended September 30, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Segment Margin (a)
|
$
|
243,528
|
|
|
$
|
63,864
|
|
|
$
|
71,999
|
|
|
$
|
39,768
|
|
|
$
|
419,159
|
|
Capital expenditures (b)
|
$
|
8,498
|
|
|
$
|
1,331,892
|
|
|
$
|
115,663
|
|
|
$
|
44,496
|
|
|
$
|
1,500,549
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
External customers
|
$
|
244,653
|
|
|
$
|
204,237
|
|
|
$
|
715,839
|
|
|
$
|
143,599
|
|
|
1,308,328
|
|
|
Intersegment (c)
|
(1,216
|
)
|
|
(6,358
|
)
|
|
(865
|
)
|
|
8,439
|
|
|
—
|
|
|||||
Total revenues of reportable segments
|
$
|
243,437
|
|
|
$
|
197,879
|
|
|
$
|
714,974
|
|
|
$
|
152,038
|
|
|
$
|
1,308,328
|
|
|
September 30,
2018 |
|
December 31,
2017 |
||||
Offshore pipeline transportation
|
$
|
2,417,602
|
|
|
$
|
2,486,803
|
|
Sodium minerals and sulfur services
|
1,839,107
|
|
|
1,848,188
|
|
||
Onshore facilities and transportation
|
1,824,199
|
|
|
1,927,976
|
|
||
Marine transportation
|
813,293
|
|
|
824,777
|
|
||
Other assets
|
40,967
|
|
|
49,737
|
|
||
Total consolidated assets
|
$
|
6,935,168
|
|
|
$
|
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
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Total Segment Margin
|
$
|
183,207
|
|
|
$
|
146,514
|
|
|
$
|
527,301
|
|
|
$
|
419,159
|
|
Corporate general and administrative expenses
|
(23,760
|
)
|
|
(18,230
|
)
|
|
(47,686
|
)
|
|
(33,694
|
)
|
||||
Depreciation, depletion, amortization and accretion
|
(94,522
|
)
|
|
(66,436
|
)
|
|
(252,392
|
)
|
|
(184,213
|
)
|
||||
Interest expense
|
(58,819
|
)
|
|
(47,388
|
)
|
|
(172,864
|
)
|
|
(122,117
|
)
|
||||
Adjustment to exclude distributable cash generated by equity investees not included in income and include equity in investees net income
(1)
|
(7,552
|
)
|
|
(7,136
|
)
|
|
(26,646
|
)
|
|
(25,566
|
)
|
||||
Other non-cash items
|
(999
|
)
|
|
(4,788
|
)
|
|
(7,774
|
)
|
|
(6,218
|
)
|
||||
Cash payments from direct financing leases in excess of earnings
|
(1,931
|
)
|
|
(1,751
|
)
|
|
(5,654
|
)
|
|
(5,127
|
)
|
||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
(3,339
|
)
|
|
—
|
|
||||
Differences in timing of cash receipts for certain contractual arrangements
(2)
|
792
|
|
|
5,847
|
|
|
5,271
|
|
|
11,694
|
|
||||
Gain on sale of assets
|
3,363
|
|
|
—
|
|
|
3,363
|
|
|
26,684
|
|
||||
Non-cash provision for leased items no longer in use
|
181
|
|
|
—
|
|
|
42
|
|
|
(12,589
|
)
|
||||
Income tax expense
|
(283
|
)
|
|
(320
|
)
|
|
(914
|
)
|
|
(878
|
)
|
||||
Net income (loss) attributable to Genesis Energy, L.P.
|
$
|
(323
|
)
|
|
$
|
6,312
|
|
|
$
|
18,708
|
|
|
$
|
67,135
|
|
(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
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Sales of CO
2
to Sandhill Group, LLC
(1)
|
$
|
—
|
|
|
$
|
750
|
|
|
$
|
1,233
|
|
|
$
|
2,153
|
|
Revenues from services and fees to Poseidon Oil Pipeline Company, LLC
(2)
|
3,021
|
|
|
3,170
|
|
|
9,260
|
|
|
9,236
|
|
||||
Revenues from product sales to ANSAC
|
90,433
|
|
|
31,774
|
|
|
275,167
|
|
|
31,774
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Amounts paid to our CEO in connection with the use of his aircraft
|
$
|
165
|
|
|
$
|
165
|
|
|
$
|
495
|
|
|
$
|
495
|
|
Charges for services from Poseidon Oil Pipeline Company, LLC
(2)
|
247
|
|
|
254
|
|
|
746
|
|
|
744
|
|
||||
Charges for services from ANSAC
|
1,393
|
|
|
454
|
|
|
4,427
|
|
|
454
|
|
(1)
|
We owned a
50%
interest in Sandhill Group, LLC which was sold during the three months ended September 30, 2018.
|
(2)
|
We own
64%
interest in Poseidon Oil Pipeline Company, LLC.
|
|
September 30,
|
|
December 31,
|
||||
|
2018
|
|
2017
|
||||
Receivables:
|
|
|
|
||||
ANSAC
|
$
|
63,431
|
|
|
$
|
74,490
|
|
Payables:
|
|
|
|
||||
ANSAC
|
$
|
1,366
|
|
|
$
|
1,223
|
|
|
|
|
|
|
Nine Months Ended
September 30, |
||||||
|
2018
|
|
2017
|
||||
(Increase) decrease in:
|
|
|
|
||||
Accounts receivable
|
$
|
87,318
|
|
|
$
|
(79,938
|
)
|
Inventories
|
9,159
|
|
|
31,973
|
|
||
Deferred charges
|
(4,899
|
)
|
|
(293
|
)
|
||
Other current assets
|
(1,798
|
)
|
|
(2,769
|
)
|
||
(Decrease) increase in:
|
|
|
|
||||
Accounts payable
|
(68,974
|
)
|
|
32,896
|
|
||
Accrued liabilities
|
6,524
|
|
|
(8,131
|
)
|
||
Net changes in components of operating assets and liabilities
|
$
|
27,330
|
|
|
$
|
(26,262
|
)
|
|
|
Sell (Short)
Contracts
|
|
Buy (Long)
Contracts
|
||||
Designated as hedges under accounting rules:
|
|
|
|
|
||||
Crude oil futures:
|
|
|
|
|
||||
Contract volumes (1,000 bbls)
|
|
50
|
|
|
—
|
|
||
Weighted average contract price per bbl
|
|
$
|
69.14
|
|
|
$
|
—
|
|
|
|
|
|
|
||||
Not qualifying or not designated as hedges under accounting rules:
|
|
|
|
|
||||
Crude oil futures:
|
|
|
|
|
||||
Contract volumes (1,000 bbls)
|
|
315
|
|
|
221
|
|
||
Weighted average contract price per bbl
|
|
$
|
68.70
|
|
|
$
|
68.15
|
|
Natural gas swaps:
|
|
|
|
|
||||
Contract volumes (10,000 MMBTU)
|
|
502
|
|
|
—
|
|
||
Weighted average price differential per MMBTU
|
|
$
|
0.65
|
|
|
$
|
—
|
|
Natural gas futures:
|
|
|
|
|
||||
Contract volumes (10,000 MMBTU)
|
|
54
|
|
|
507
|
|
||
Weighted average contract price per MMBTU
|
|
$
|
3.01
|
|
|
$
|
2.82
|
|
Diesel futures:
|
|
|
|
|
||||
Contract volumes (1,000 bbls)
|
|
15
|
|
|
5
|
|
||
Weighted average contract price per bbl
|
|
$
|
2.29
|
|
|
$
|
2.23
|
|
NYM RBOB Gas futures:
|
|
|
|
|
||||
Contract volumes (42,000 gallons)
|
|
22
|
|
|
12
|
|
||
Weighted average contract price per gallon
|
|
$
|
2.03
|
|
|
$
|
2.00
|
|
Fuel oil futures:
|
|
|
|
|
||||
Contract volumes (1,000 bbls)
|
|
255
|
|
|
—
|
|
||
Weighted average contract price per bbl
|
|
$
|
65.90
|
|
|
$
|
—
|
|
Crude oil options:
|
|
|
|
|
||||
Contract volumes (1,000 bbls)
|
|
50
|
|
|
10
|
|
||
Weighted average premium received
|
|
$
|
1.34
|
|
|
$
|
0.31
|
|
|
Unaudited Condensed Consolidated Balance Sheets Location
|
|
Fair Value
|
||||||
|
September 30,
2018 |
|
December 31,
2017 |
||||||
Asset Derivatives:
|
|
|
|
|
|
||||
Commodity derivatives - futures and call options (undesignated hedges):
|
|
|
|
|
|
||||
Gross amount of recognized assets
|
Current Assets - Other
|
|
$
|
1,481
|
|
|
$
|
505
|
|
Gross amount offset in the Unaudited Condensed Consolidated Balance Sheets
|
Current Assets - Other
|
|
(1,481
|
)
|
|
(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
|
|
170
|
|
|
—
|
|
||
Commodity derivatives - futures and call options (designated hedges):
|
|
|
|
|
|
||||
Gross amount of recognized assets
|
Current Assets - Other
|
|
$
|
28
|
|
|
$
|
54
|
|
Gross amount offset in the Unaudited Condensed Consolidated Balance Sheets
|
Current Assets - Other
|
|
(28
|
)
|
|
(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
|
|
(48,572
|
)
|
|
(45,209
|
)
|
||
Natural Gas Swap (undesignated hedge)
|
Current Liabilities - Accrued Liabilities
|
|
(28
|
)
|
|
—
|
|
||
Commodity derivatives - futures and call options (undesignated hedges):
|
|
|
|
|
|
||||
Gross amount of recognized liabilities
|
Current Assets - Other
(1)
|
|
$
|
(2,879
|
)
|
|
$
|
(1,203
|
)
|
Gross amount offset in the Unaudited Condensed Consolidated Balance Sheets
|
Current Assets - Other
(1)
|
|
2,660
|
|
|
1,203
|
|
||
Net amount of liabilities presented in the Unaudited Condensed Consolidated Balance Sheets related to commodity derivatives
|
|
|
$
|
(219
|
)
|
|
$
|
—
|
|
Commodity derivatives - futures and call options (designated hedges):
|
|
|
|
|
|
||||
Gross amount of recognized liabilities
|
Current Assets - Other
(1)
|
|
$
|
(230
|
)
|
|
$
|
(863
|
)
|
Gross amount offset in the Unaudited Condensed Consolidated Balance Sheets
|
Current Assets - Other
(1)
|
|
—
|
|
|
338
|
|
||
Net amount of liabilities presented in the Unaudited Condensed Consolidated Balance Sheets related to commodity derivatives
|
|
|
$
|
(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
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|||||||||
Commodity derivatives - futures and call options:
|
|
|
|
|
|
|
|
|
|
||||||||
Contracts designated as hedges under accounting guidance
|
Onshore facilities and transportation product costs
|
|
$
|
759
|
|
|
$
|
(3,399
|
)
|
|
$
|
(2,028
|
)
|
|
$
|
8,433
|
|
Contracts not considered hedges under accounting guidance
|
Onshore facilities and transportation product costs, sodium minerals and sulfur services operating costs
|
|
(1,157
|
)
|
|
(1,329
|
)
|
|
(6,833
|
)
|
|
650
|
|
||||
Total commodity derivatives
|
|
|
$
|
(398
|
)
|
|
$
|
(4,728
|
)
|
|
$
|
(8,861
|
)
|
|
$
|
9,083
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Natural Gas Swap Liability
|
Sodium minerals and sulfur services operating costs
|
|
$
|
229
|
|
|
$
|
—
|
|
|
$
|
44
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Preferred Distribution Rate Reset Election
|
Other income (expense)
|
|
$
|
1,826
|
|
|
$
|
(2,276
|
)
|
|
$
|
(268
|
)
|
|
$
|
(2,276
|
)
|
(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
|
||||||||||||||||||||
|
|
September 30, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
Recurring Fair Value Measures
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||
Commodity derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
|
$
|
1,509
|
|
|
$
|
170
|
|
|
$
|
—
|
|
|
$
|
559
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liabilities
|
|
$
|
(3,109
|
)
|
|
$
|
(28
|
)
|
|
$
|
—
|
|
|
$
|
(2,066
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Preferred Distribution Rate Reset Election
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(48,572
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(45,209
|
)
|
|
Nine months ended September 30,
|
||
|
2018
|
||
Balance as of December 31, 2017
|
$
|
(45,209
|
)
|
Change in fair value included in earnings
|
(268
|
)
|
|
Allocation of Distributions Paid-in-kind
|
(3,095
|
)
|
|
Balance as of September 30, 2018
|
$
|
(48,572
|
)
|
|
Genesis
Energy, L.P.
(Parent and
Co-Issuer)
|
|
Genesis
Energy Finance
Corporation
(Co-Issuer)
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Genesis
Energy, L.P.
Consolidated
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
9,114
|
|
|
$
|
2,758
|
|
|
$
|
—
|
|
|
$
|
11,878
|
|
Other current assets
|
75
|
|
|
—
|
|
|
737,367
|
|
|
12,152
|
|
|
(48
|
)
|
|
749,546
|
|
||||||
Total current assets
|
81
|
|
|
—
|
|
|
746,481
|
|
|
14,910
|
|
|
(48
|
)
|
|
761,424
|
|
||||||
Fixed assets, at cost
|
—
|
|
|
—
|
|
|
5,328,399
|
|
|
77,585
|
|
|
—
|
|
|
5,405,984
|
|
||||||
Less: Accumulated depreciation
|
—
|
|
|
—
|
|
|
(854,241
|
)
|
|
(28,592
|
)
|
|
—
|
|
|
(882,833
|
)
|
||||||
Net fixed assets
|
—
|
|
|
—
|
|
|
4,474,158
|
|
|
48,993
|
|
|
—
|
|
|
4,523,151
|
|
||||||
Mineral Leaseholds
|
—
|
|
|
—
|
|
|
561,593
|
|
|
—
|
|
|
—
|
|
|
561,593
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
325,046
|
|
|
—
|
|
|
—
|
|
|
325,046
|
|
||||||
Other assets, net
|
11,574
|
|
|
—
|
|
|
440,330
|
|
|
119,979
|
|
|
(164,397
|
)
|
|
407,486
|
|
||||||
Advances to affiliates
|
3,626,049
|
|
|
—
|
|
|
—
|
|
|
97,840
|
|
|
(3,723,889
|
)
|
|
—
|
|
||||||
Equity investees
|
—
|
|
|
—
|
|
|
356,468
|
|
|
—
|
|
|
—
|
|
|
356,468
|
|
||||||
Investments in subsidiaries
|
2,691,191
|
|
|
—
|
|
|
80,157
|
|
|
—
|
|
|
(2,771,348
|
)
|
|
—
|
|
||||||
Total assets
|
$
|
6,328,895
|
|
|
$
|
—
|
|
|
$
|
6,984,233
|
|
|
$
|
281,722
|
|
|
$
|
(6,659,682
|
)
|
|
$
|
6,935,168
|
|
LIABILITIES AND CAPITAL
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities
|
$
|
55,001
|
|
|
$
|
—
|
|
|
$
|
369,890
|
|
|
$
|
5,352
|
|
|
$
|
(237
|
)
|
|
$
|
430,006
|
|
Senior secured credit facility
|
1,220,700
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,220,700
|
|
||||||
Senior unsecured notes
|
2,460,486
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,460,486
|
|
||||||
Deferred tax liabilities
|
—
|
|
|
—
|
|
|
12,293
|
|
|
—
|
|
|
—
|
|
|
12,293
|
|
||||||
Advances from affiliates
|
—
|
|
|
—
|
|
|
3,723,793
|
|
|
—
|
|
|
(3,723,793
|
)
|
|
—
|
|
||||||
Other liabilities
|
48,572
|
|
|
—
|
|
|
193,480
|
|
|
198,025
|
|
|
(164,254
|
)
|
|
275,823
|
|
||||||
Total liabilities
|
3,784,759
|
|
|
—
|
|
|
4,299,456
|
|
|
203,377
|
|
|
(3,888,284
|
)
|
|
4,399,308
|
|
||||||
Mezzanine Capital:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Class A Convertible Preferred Units
|
744,727
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
744,727
|
|
||||||
Partners’ capital, common units
|
1,799,409
|
|
|
—
|
|
|
2,685,381
|
|
|
86,017
|
|
|
(2,771,398
|
)
|
|
1,799,409
|
|
||||||
Accumulated other comprehensive loss
(1)
|
—
|
|
|
—
|
|
|
(604
|
)
|
|
—
|
|
|
—
|
|
|
(604
|
)
|
||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,672
|
)
|
|
—
|
|
|
(7,672
|
)
|
||||||
Total liabilities, mezzanine capital and partners’ capital
|
$
|
6,328,895
|
|
|
$
|
—
|
|
|
$
|
6,984,233
|
|
|
$
|
281,722
|
|
|
$
|
(6,659,682
|
)
|
|
$
|
6,935,168
|
|
|
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
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
70,115
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
70,115
|
|
Sodium minerals and sulfur services
|
—
|
|
|
—
|
|
|
290,837
|
|
|
2,922
|
|
|
(2,037
|
)
|
|
291,722
|
|
||||||
Marine transportation
|
—
|
|
|
—
|
|
|
56,296
|
|
|
—
|
|
|
—
|
|
|
56,296
|
|
||||||
Onshore facilities and transportation
|
—
|
|
|
—
|
|
|
322,275
|
|
|
4,870
|
|
|
—
|
|
|
327,145
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
739,523
|
|
|
7,792
|
|
|
(2,037
|
)
|
|
745,278
|
|
||||||
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Onshore facilities and transportation costs
|
—
|
|
|
—
|
|
|
294,969
|
|
|
287
|
|
|
—
|
|
|
295,256
|
|
||||||
Marine transportation costs
|
—
|
|
|
—
|
|
|
44,195
|
|
|
—
|
|
|
—
|
|
|
44,195
|
|
||||||
Sodium minerals and sulfur services operating costs
|
—
|
|
|
—
|
|
|
228,721
|
|
|
2,520
|
|
|
(2,037
|
)
|
|
229,204
|
|
||||||
Offshore pipeline transportation operating costs
|
—
|
|
|
—
|
|
|
17,217
|
|
|
536
|
|
|
—
|
|
|
17,753
|
|
||||||
General and administrative
|
—
|
|
|
—
|
|
|
24,209
|
|
|
—
|
|
|
—
|
|
|
24,209
|
|
||||||
Depreciation, depletion and amortization
|
—
|
|
|
—
|
|
|
85,229
|
|
|
6,647
|
|
|
—
|
|
|
91,876
|
|
||||||
Gain on sale of assets
|
—
|
|
|
—
|
|
|
(3,363
|
)
|
|
—
|
|
|
—
|
|
|
(3,363
|
)
|
||||||
Total costs and expenses
|
—
|
|
|
—
|
|
|
691,177
|
|
|
9,990
|
|
|
(2,037
|
)
|
|
699,130
|
|
||||||
OPERATING INCOME
|
—
|
|
|
—
|
|
|
48,346
|
|
|
(2,198
|
)
|
|
—
|
|
|
46,148
|
|
||||||
Equity in earnings of subsidiaries
|
57,078
|
|
|
—
|
|
|
(4,047
|
)
|
|
—
|
|
|
(53,031
|
)
|
|
—
|
|
||||||
Equity in earnings of equity investees
|
—
|
|
|
—
|
|
|
9,492
|
|
|
—
|
|
|
—
|
|
|
9,492
|
|
||||||
Interest (expense) income, net
|
(59,229
|
)
|
|
—
|
|
|
3,683
|
|
|
(3,273
|
)
|
|
—
|
|
|
(58,819
|
)
|
||||||
Other income
|
1,828
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,828
|
|
||||||
Income before income taxes
|
(323
|
)
|
|
—
|
|
|
57,474
|
|
|
(5,471
|
)
|
|
(53,031
|
)
|
|
(1,351
|
)
|
||||||
Income tax benefit (expense)
|
—
|
|
|
—
|
|
|
(383
|
)
|
|
100
|
|
|
—
|
|
|
(283
|
)
|
||||||
NET INCOME (LOSS)
|
(323
|
)
|
|
—
|
|
|
57,091
|
|
|
(5,371
|
)
|
|
(53,031
|
)
|
|
(1,634
|
)
|
||||||
Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
1,311
|
|
|
—
|
|
|
1,311
|
|
||||||
NET INCOME (LOSS) ATTRIBUTABLE TO GENESIS ENERGY, L.P.
|
$
|
(323
|
)
|
|
$
|
—
|
|
|
$
|
57,091
|
|
|
$
|
(4,060
|
)
|
|
$
|
(53,031
|
)
|
|
$
|
(323
|
)
|
Less: Accumulated distributions attributable to Class A Convertible Preferred Units
|
$
|
(17,635
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(17,635
|
)
|
NET INCOME (LOSS) AVAILABLE TO COMMON UNIT HOLDERS
|
$
|
(17,958
|
)
|
|
$
|
—
|
|
|
$
|
57,091
|
|
|
$
|
(4,060
|
)
|
|
$
|
(53,031
|
)
|
|
$
|
(17,958
|
)
|
|
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
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
80,671
|
|
|
|
|
|
$
|
—
|
|
|
$
|
80,671
|
|
|
Sodium minerals and sulfur services
|
—
|
|
|
—
|
|
|
109,292
|
|
|
2,069
|
|
|
(1,596
|
)
|
|
109,765
|
|
||||||
Marine transportation
|
—
|
|
|
—
|
|
|
48,534
|
|
|
—
|
|
|
—
|
|
|
48,534
|
|
||||||
Onshore facilities and transportation
|
—
|
|
|
—
|
|
|
242,547
|
|
|
4,597
|
|
|
—
|
|
|
247,144
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
481,044
|
|
|
6,666
|
|
|
(1,596
|
)
|
|
486,114
|
|
||||||
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Onshore facilities and transportation costs
|
—
|
|
|
—
|
|
|
225,716
|
|
|
313
|
|
|
—
|
|
|
226,029
|
|
||||||
Marine transportation costs
|
—
|
|
|
—
|
|
|
35,789
|
|
|
—
|
|
|
—
|
|
|
35,789
|
|
||||||
Sodium minerals and sulfur services
operating costs
|
—
|
|
|
—
|
|
|
78,869
|
|
|
2,092
|
|
|
(1,596
|
)
|
|
79,365
|
|
||||||
Offshore pipeline transportation operating costs
|
—
|
|
|
—
|
|
|
17,928
|
|
|
762
|
|
|
—
|
|
|
18,690
|
|
||||||
General and administrative
|
—
|
|
|
—
|
|
|
19,409
|
|
|
—
|
|
|
—
|
|
|
19,409
|
|
||||||
Depreciation, depletion and amortization
|
—
|
|
|
—
|
|
|
63,107
|
|
|
625
|
|
|
—
|
|
|
63,732
|
|
||||||
Gain on sale of assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total costs and expenses
|
—
|
|
|
—
|
|
|
440,818
|
|
|
3,792
|
|
|
(1,596
|
)
|
|
443,014
|
|
||||||
OPERATING INCOME
|
—
|
|
|
—
|
|
|
40,226
|
|
|
2,874
|
|
|
—
|
|
|
43,100
|
|
||||||
Equity in earnings of subsidiaries
|
55,971
|
|
|
—
|
|
|
(388
|
)
|
|
—
|
|
|
(55,583
|
)
|
|
—
|
|
||||||
Equity in earnings of equity investees
|
—
|
|
|
—
|
|
|
13,044
|
|
|
—
|
|
|
—
|
|
|
13,044
|
|
||||||
Interest (expense) income, net
|
(47,383
|
)
|
|
—
|
|
|
3,450
|
|
|
(3,455
|
)
|
|
—
|
|
|
(47,388
|
)
|
||||||
Other expense
|
(2,276
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,276
|
)
|
||||||
Income before income taxes
|
6,312
|
|
|
—
|
|
|
56,332
|
|
|
(581
|
)
|
|
(55,583
|
)
|
|
6,480
|
|
||||||
Income tax benefit (expense)
|
—
|
|
|
—
|
|
|
(322
|
)
|
|
2
|
|
|
—
|
|
|
(320
|
)
|
||||||
NET INCOME (LOSS)
|
6,312
|
|
|
—
|
|
|
56,010
|
|
|
(579
|
)
|
|
(55,583
|
)
|
|
6,160
|
|
||||||
Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
152
|
|
|
—
|
|
|
152
|
|
||||||
NET INCOME (LOSS) ATTRIBUTABLE TO GENESIS ENERGY, L.P.
|
$
|
6,312
|
|
|
$
|
—
|
|
|
$
|
56,010
|
|
|
$
|
(427
|
)
|
|
$
|
(55,583
|
)
|
|
$
|
6,312
|
|
Less: Accumulated distributions attributable to Class A Convertible Preferred Units
|
(5,469
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,469
|
)
|
||||||
NET INCOME (LOSS) AVAILABLE TO COMMON UNIT HOLDERS
|
$
|
843
|
|
|
$
|
—
|
|
|
$
|
56,010
|
|
|
$
|
(427
|
)
|
|
$
|
(55,583
|
)
|
|
$
|
843
|
|
|
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
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
213,344
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
213,344
|
|
Sodium minerals and sulfur services
|
—
|
|
|
—
|
|
|
873,863
|
|
|
9,056
|
|
|
(6,406
|
)
|
|
876,513
|
|
||||||
Marine transportation
|
—
|
|
|
—
|
|
|
161,410
|
|
|
—
|
|
|
—
|
|
|
161,410
|
|
||||||
Onshore facilities and transportation
|
—
|
|
|
—
|
|
|
957,618
|
|
|
14,589
|
|
|
—
|
|
|
972,207
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
2,206,235
|
|
|
23,645
|
|
|
(6,406
|
)
|
|
2,223,474
|
|
||||||
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Onshore facilities and transportation costs
|
—
|
|
|
—
|
|
|
900,638
|
|
|
836
|
|
|
—
|
|
|
901,474
|
|
||||||
Marine transportation costs
|
—
|
|
|
—
|
|
|
126,259
|
|
|
—
|
|
|
—
|
|
|
126,259
|
|
||||||
Sodium minerals and sulfur services
operating costs
|
—
|
|
|
—
|
|
|
683,989
|
|
|
7,636
|
|
|
(6,406
|
)
|
|
685,219
|
|
||||||
Offshore pipeline transportation operating costs
|
—
|
|
|
—
|
|
|
51,688
|
|
|
1,845
|
|
|
—
|
|
|
53,533
|
|
||||||
General and administrative
|
—
|
|
|
—
|
|
|
49,412
|
|
|
—
|
|
|
—
|
|
|
49,412
|
|
||||||
Depreciation, depletion and amortization
|
—
|
|
|
—
|
|
|
236,914
|
|
|
7,897
|
|
|
—
|
|
|
244,811
|
|
||||||
Gain on sale of assets
|
—
|
|
|
—
|
|
|
(3,363
|
)
|
|
—
|
|
|
—
|
|
|
(3,363
|
)
|
||||||
Total costs and expenses
|
—
|
|
|
—
|
|
|
2,045,537
|
|
|
18,214
|
|
|
(6,406
|
)
|
|
2,057,345
|
|
||||||
OPERATING INCOME
|
—
|
|
|
—
|
|
|
160,698
|
|
|
5,431
|
|
|
—
|
|
|
166,129
|
|
||||||
Equity in earnings of subsidiaries
|
196,103
|
|
|
—
|
|
|
(2,518
|
)
|
|
—
|
|
|
(193,585
|
)
|
|
—
|
|
||||||
Equity in earnings of equity investees
|
—
|
|
|
—
|
|
|
28,388
|
|
|
—
|
|
|
—
|
|
|
28,388
|
|
||||||
Interest (expense) income, net
|
(173,791
|
)
|
|
—
|
|
|
10,887
|
|
|
(9,960
|
)
|
|
—
|
|
|
(172,864
|
)
|
||||||
Other expense
|
(3,604
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,604
|
)
|
||||||
Income before income taxes
|
18,708
|
|
|
—
|
|
|
197,455
|
|
|
(4,529
|
)
|
|
(193,585
|
)
|
|
18,049
|
|
||||||
Income tax benefit (expense)
|
—
|
|
|
—
|
|
|
(1,238
|
)
|
|
324
|
|
|
—
|
|
|
(914
|
)
|
||||||
NET INCOME (LOSS)
|
18,708
|
|
|
—
|
|
|
196,217
|
|
|
(4,205
|
)
|
|
(193,585
|
)
|
|
17,135
|
|
||||||
Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
1,573
|
|
|
—
|
|
|
1,573
|
|
||||||
NET INCOME (LOSS) ATTRIBUTABLE TO GENESIS ENERGY, L.P.
|
$
|
18,708
|
|
|
$
|
—
|
|
|
$
|
196,217
|
|
|
$
|
(2,632
|
)
|
|
$
|
(193,585
|
)
|
|
$
|
18,708
|
|
Less: Accumulated distributions attributable to Class A Convertible Preferred Units
|
(51,780
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
(51,780
|
)
|
|||||
NET INCOME(LOSS) AVAILABLE TO COMMON UNIT HOLDERS
|
$
|
(33,072
|
)
|
|
$
|
—
|
|
|
$
|
196,217
|
|
|
$
|
(2,632
|
)
|
|
$
|
(193,585
|
)
|
|
$
|
(33,072
|
)
|
|
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
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
243,437
|
|
|
|
|
|
$
|
—
|
|
|
$
|
243,437
|
|
|
Sodium minerals and sulfur services
|
—
|
|
|
—
|
|
|
197,321
|
|
|
5,968
|
|
|
(5,410
|
)
|
|
197,879
|
|
||||||
Marine transportation
|
—
|
|
|
—
|
|
|
152,038
|
|
|
—
|
|
|
—
|
|
|
152,038
|
|
||||||
Onshore facilities and transportation
|
—
|
|
|
—
|
|
|
700,908
|
|
|
14,066
|
|
|
—
|
|
|
714,974
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
1,293,704
|
|
|
20,034
|
|
|
(5,410
|
)
|
|
1,308,328
|
|
||||||
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Onshore facilities and transportation costs
|
—
|
|
|
—
|
|
|
661,842
|
|
|
853
|
|
|
—
|
|
|
662,695
|
|
||||||
Marine transportation costs
|
—
|
|
|
—
|
|
|
111,980
|
|
|
—
|
|
|
—
|
|
|
111,980
|
|
||||||
Sodium minerals and sulfur services operating costs
|
—
|
|
|
—
|
|
|
132,608
|
|
|
6,137
|
|
|
(5,410
|
)
|
|
133,335
|
|
||||||
Offshore pipeline transportation operating costs
|
—
|
|
|
—
|
|
|
52,396
|
|
|
2,286
|
|
|
—
|
|
|
54,682
|
|
||||||
General and administrative
|
—
|
|
|
—
|
|
|
38,723
|
|
|
—
|
|
|
—
|
|
|
38,723
|
|
||||||
Depreciation, depletion and amortization
|
—
|
|
|
—
|
|
|
174,578
|
|
|
1,875
|
|
|
—
|
|
|
176,453
|
|
||||||
Gain on sale of assets
|
—
|
|
|
—
|
|
|
(26,684
|
)
|
|
—
|
|
|
—
|
|
|
(26,684
|
)
|
||||||
Total costs and expenses
|
—
|
|
|
—
|
|
|
1,145,443
|
|
|
11,151
|
|
|
(5,410
|
)
|
|
1,151,184
|
|
||||||
OPERATING INCOME
|
—
|
|
|
—
|
|
|
148,261
|
|
|
8,883
|
|
|
—
|
|
|
157,144
|
|
||||||
Equity in earnings of subsidiaries
|
191,471
|
|
|
—
|
|
|
(1,033
|
)
|
|
—
|
|
|
(190,438
|
)
|
|
—
|
|
||||||
Equity in earnings of equity investees
|
—
|
|
|
—
|
|
|
34,805
|
|
|
—
|
|
|
—
|
|
|
34,805
|
|
||||||
Interest (expense) income, net
|
(122,060
|
)
|
|
—
|
|
|
10,436
|
|
|
(10,493
|
)
|
|
—
|
|
|
(122,117
|
)
|
||||||
Other expense
|
(2,276
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,276
|
)
|
||||||
Income before income taxes
|
67,135
|
|
|
—
|
|
|
192,469
|
|
|
(1,610
|
)
|
|
(190,438
|
)
|
|
67,556
|
|
||||||
Income tax (expense) benefit
|
—
|
|
|
—
|
|
|
(880
|
)
|
|
2
|
|
|
—
|
|
|
(878
|
)
|
||||||
NET INCOME (LOSS)
|
67,135
|
|
|
—
|
|
|
191,589
|
|
|
(1,608
|
)
|
|
(190,438
|
)
|
|
66,678
|
|
||||||
Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
457
|
|
|
—
|
|
|
457
|
|
||||||
NET INCOME (LOSS) ATTRIBUTABLE TO GENESIS ENERGY, L.P.
|
$
|
67,135
|
|
|
$
|
—
|
|
|
$
|
191,589
|
|
|
$
|
(1,151
|
)
|
|
$
|
(190,438
|
)
|
|
$
|
67,135
|
|
Less: Accumulated distributions attributable to Class A Convertible Preferred Units
|
(5,469
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,469
|
)
|
||||||
NET INCOME (LOSS) AVAILABLE TO COMMON UNIT HOLDERS
|
$
|
61,666
|
|
|
$
|
—
|
|
|
$
|
191,589
|
|
|
$
|
(1,151
|
)
|
|
$
|
(190,438
|
)
|
|
$
|
61,666
|
|
|
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
|
$
|
32,474
|
|
|
$
|
—
|
|
|
$
|
448,273
|
|
|
$
|
2,587
|
|
|
$
|
(175,770
|
)
|
|
$
|
307,564
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Payments to acquire fixed and intangible assets
|
—
|
|
|
—
|
|
|
(152,868
|
)
|
|
—
|
|
|
—
|
|
|
(152,868
|
)
|
||||||
Cash distributions received from equity investees - return of investment
|
—
|
|
|
—
|
|
|
26,042
|
|
|
—
|
|
|
—
|
|
|
26,042
|
|
||||||
Investments in equity investees
|
—
|
|
|
—
|
|
|
(2,960
|
)
|
|
—
|
|
|
—
|
|
|
(2,960
|
)
|
||||||
Intercompany transfers
|
182,662
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(182,662
|
)
|
|
—
|
|
||||||
Repayments on loan to non-guarantor subsidiary
|
—
|
|
|
—
|
|
|
5,541
|
|
|
—
|
|
|
(5,541
|
)
|
|
—
|
|
||||||
Proceeds from asset sales
|
—
|
|
|
—
|
|
|
36,859
|
|
|
—
|
|
|
—
|
|
|
36,859
|
|
||||||
Net cash used in investing activities
|
182,662
|
|
|
—
|
|
|
(87,386
|
)
|
|
—
|
|
|
(188,203
|
)
|
|
(92,927
|
)
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Borrowings on senior secured credit facility
|
759,800
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
759,800
|
|
||||||
Repayments on senior secured credit facility
|
(638,300
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(638,300
|
)
|
||||||
Repayment of senior unsecured notes
|
(145,170
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(145,170
|
)
|
||||||
Debt issuance costs
|
(242
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(242
|
)
|
||||||
Intercompany transfers
|
—
|
|
|
—
|
|
|
(170,245
|
)
|
|
(12,417
|
)
|
|
182,662
|
|
|
—
|
|
||||||
Distributions to common unitholders
|
(191,224
|
)
|
|
—
|
|
|
(191,224
|
)
|
|
—
|
|
|
191,224
|
|
|
(191,224
|
)
|
||||||
Contributions from noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
1,980
|
|
|
—
|
|
|
1,980
|
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
1,356
|
|
|
9,913
|
|
|
(9,913
|
)
|
|
1,356
|
|
||||||
Net cash used in financing activities
|
(215,136
|
)
|
|
—
|
|
|
(360,113
|
)
|
|
(524
|
)
|
|
363,973
|
|
|
(211,800
|
)
|
||||||
Net increase in cash and cash equivalents
|
—
|
|
|
—
|
|
|
774
|
|
|
2,063
|
|
|
—
|
|
|
2,837
|
|
||||||
Cash and cash equivalents at beginning of period
|
6
|
|
|
—
|
|
|
8,340
|
|
|
695
|
|
|
—
|
|
|
9,041
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
9,114
|
|
|
$
|
2,758
|
|
|
$
|
—
|
|
|
$
|
11,878
|
|
|
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 (used in) operating activities
|
$
|
142,721
|
|
|
$
|
—
|
|
|
$
|
322,309
|
|
|
$
|
(8,346
|
)
|
|
$
|
(250,294
|
)
|
|
$
|
206,390
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Payments to acquire fixed and intangible assets
|
—
|
|
|
—
|
|
|
(182,653
|
)
|
|
—
|
|
|
—
|
|
|
(182,653
|
)
|
||||||
Cash distributions received from equity investees - return of investment
|
—
|
|
|
—
|
|
|
25,917
|
|
|
—
|
|
|
—
|
|
|
25,917
|
|
||||||
Investments in equity investees
|
(140,513
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
140,513
|
|
|
—
|
|
||||||
Acquisitions
|
—
|
|
|
—
|
|
|
(1,325,759
|
)
|
|
—
|
|
|
—
|
|
|
(1,325,759
|
)
|
||||||
Intercompany transfers
|
(1,238,585
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,238,585
|
|
|
—
|
|
||||||
Repayments on loan to non-guarantor subsidiary
|
—
|
|
|
—
|
|
|
(159
|
)
|
|
—
|
|
|
159
|
|
|
—
|
|
||||||
Contributions in aid of construction costs
|
—
|
|
|
—
|
|
|
124
|
|
|
—
|
|
|
—
|
|
|
124
|
|
||||||
Proceeds from asset sales
|
—
|
|
|
—
|
|
|
39,204
|
|
|
—
|
|
|
—
|
|
|
39,204
|
|
||||||
Net cash used in investing activities
|
(1,379,098
|
)
|
|
—
|
|
|
(1,443,326
|
)
|
|
—
|
|
|
1,379,257
|
|
|
(1,443,167
|
)
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Borrowings on senior secured credit facility
|
1,247,700
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,247,700
|
|
||||||
Repayments on senior secured credit facility
|
(1,153,400
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,153,400
|
)
|
||||||
Proceeds from issuance of senior unsecured notes
|
550,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
550,000
|
|
||||||
Proceeds from issuance of Class A convertible preferred units, net
|
729,958
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
729,958
|
|
||||||
Debt issuance costs
|
(17,808
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,808
|
)
|
||||||
Intercompany transfers
|
—
|
|
|
—
|
|
|
1,242,475
|
|
|
(3,890
|
)
|
|
(1,238,585
|
)
|
|
—
|
|
||||||
Issuance of common units for cash, net
|
140,513
|
|
|
—
|
|
|
140,513
|
|
|
—
|
|
|
(140,513
|
)
|
|
140,513
|
|
||||||
Distributions to common unitholders
|
(260,586
|
)
|
|
—
|
|
|
(260,586
|
)
|
|
—
|
|
|
260,586
|
|
|
(260,586
|
)
|
||||||
Contributions from noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
1,850
|
|
|
—
|
|
|
1,850
|
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
1,215
|
|
|
10,451
|
|
|
(10,451
|
)
|
|
1,215
|
|
||||||
Net cash provided by financing activities
|
1,236,377
|
|
|
—
|
|
|
1,123,617
|
|
|
8,411
|
|
|
(1,128,963
|
)
|
|
1,239,442
|
|
||||||
Net increase in cash and cash equivalents
|
—
|
|
|
—
|
|
|
2,600
|
|
|
65
|
|
|
—
|
|
|
2,665
|
|
||||||
Cash and cash equivalents at beginning of period
|
6
|
|
|
—
|
|
|
6,360
|
|
|
663
|
|
|
—
|
|
|
7,029
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
8,960
|
|
|
$
|
728
|
|
|
$
|
—
|
|
|
$
|
9,694
|
|
•
|
Overview
|
•
|
Results of Operations
|
•
|
Liquidity and Capital Resources
|
•
|
Non-GAAP Financial Measures
|
•
|
Commitments and Off-Balance Sheet Arrangements
|
•
|
Forward Looking Statements
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
Offshore pipeline transportation
|
70,963
|
|
|
78,228
|
|
|
$
|
215,738
|
|
|
$
|
243,528
|
|
||
Sodium minerals and sulfur services
|
63,942
|
|
|
30,031
|
|
|
192,875
|
|
|
63,864
|
|
||||
Onshore facilities and transportation
|
36,189
|
|
|
25,606
|
|
|
83,622
|
|
|
71,999
|
|
||||
Marine transportation
|
12,113
|
|
|
12,649
|
|
|
35,066
|
|
|
39,768
|
|
||||
Total Segment Margin
|
$
|
183,207
|
|
|
$
|
146,514
|
|
|
$
|
527,301
|
|
|
$
|
419,159
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Total Segment Margin
|
$
|
183,207
|
|
|
$
|
146,514
|
|
|
$
|
527,301
|
|
|
$
|
419,159
|
|
Corporate general and administrative expenses
|
(23,760
|
)
|
|
(18,230
|
)
|
|
(47,686
|
)
|
|
(33,694
|
)
|
||||
Depreciation, depletion, amortization and accretion
|
(94,522
|
)
|
|
(66,436
|
)
|
|
(252,392
|
)
|
|
(184,213
|
)
|
||||
Interest expense
|
(58,819
|
)
|
|
(47,388
|
)
|
|
(172,864
|
)
|
|
(122,117
|
)
|
||||
Adjustment to exclude distributable cash generated by equity investees not included in income and include equity in investees net income
(1)
|
(7,552
|
)
|
|
(7,136
|
)
|
|
(26,646
|
)
|
|
(25,566
|
)
|
||||
Other non-cash items
|
(999
|
)
|
|
(4,788
|
)
|
|
(7,774
|
)
|
|
(6,218
|
)
|
||||
Cash payments from direct financing leases in excess of earnings
|
(1,931
|
)
|
|
(1,751
|
)
|
|
(5,654
|
)
|
|
(5,127
|
)
|
||||
Gain on sale of assets
|
3,363
|
|
|
—
|
|
|
3,363
|
|
|
26,684
|
|
||||
Non-cash provision for leased items no longer in use
|
181
|
|
|
—
|
|
|
42
|
|
|
(12,589
|
)
|
||||
Differences in timing of cash receipts for certain contractual arrangements
(2)
|
792
|
|
|
5,847
|
|
|
5,271
|
|
|
11,694
|
|
||||
Loss on debt extinguishment
|
—
|
|
|
—
|
|
|
(3,339
|
)
|
|
—
|
|
||||
Income tax expense
|
(283
|
)
|
|
(320
|
)
|
|
(914
|
)
|
|
(878
|
)
|
||||
Net income (loss) attributable to Genesis Energy, L.P.
|
$
|
(323
|
)
|
|
$
|
6,312
|
|
|
$
|
18,708
|
|
|
$
|
67,135
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
Offshore crude oil pipeline revenue, excluding non-cash revenues
|
$
|
60,888
|
|
|
$
|
67,506
|
|
|
$
|
181,968
|
|
|
$
|
204,585
|
|
Offshore natural gas pipeline revenue, excluding non-cash revenues
|
10,721
|
|
|
13,164
|
|
|
35,405
|
|
|
38,852
|
|
||||
Offshore pipeline operating costs, excluding non-cash expenses
|
(13,828
|
)
|
|
(15,979
|
)
|
|
(44,631
|
)
|
|
(46,859
|
)
|
||||
Distributions from equity investments
(1)
|
16,781
|
|
|
19,535
|
|
|
53,870
|
|
|
59,100
|
|
||||
Other
|
(3,599
|
)
|
|
(5,998
|
)
|
|
(10,874
|
)
|
|
(12,150
|
)
|
||||
Offshore pipeline transportation Segment Margin
|
$
|
70,963
|
|
|
$
|
78,228
|
|
|
$
|
215,738
|
|
|
$
|
243,528
|
|
|
|
|
|
|
|
|
|
||||||||
Volumetric Data 100% basis:
|
|
|
|
|
|
|
|
||||||||
Crude oil pipelines (average barrels/day unless otherwise noted):
|
|
|
|
|
|
|
|
||||||||
CHOPS
|
225,186
|
|
|
203,697
|
|
|
202,159
|
|
|
220,374
|
|
||||
Poseidon
|
224,053
|
|
|
257,093
|
|
|
229,382
|
|
|
258,031
|
|
||||
Odyssey
|
129,777
|
|
|
135,787
|
|
|
109,897
|
|
|
122,433
|
|
||||
GOPL
(2)
|
13,217
|
|
|
8,317
|
|
|
10,707
|
|
|
8,166
|
|
||||
Total crude oil offshore pipelines
|
592,233
|
|
|
604,894
|
|
|
552,145
|
|
|
609,004
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Natural gas transportation volumes (MMBtus/d)
|
447,460
|
|
|
467,095
|
|
|
436,023
|
|
|
516,974
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Volumetric Data net to our ownership interest
(2)
:
|
|
|
|
|
|
|
|
||||||||
Crude oil pipelines (average barrels/day unless otherwise noted):
|
|
|
|
|
|
|
|
||||||||
CHOPS
|
225,186
|
|
|
203,697
|
|
|
202,159
|
|
|
220,374
|
|
||||
Poseidon
|
143,394
|
|
|
164,540
|
|
|
146,804
|
|
|
165,140
|
|
||||
Odyssey
|
37,635
|
|
|
39,378
|
|
|
31,870
|
|
|
35,506
|
|
||||
GOPL
(3)
|
13,217
|
|
|
8,317
|
|
|
10,707
|
|
|
8,166
|
|
||||
Total crude oil offshore pipelines
|
419,432
|
|
|
415,932
|
|
|
391,540
|
|
|
429,186
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Natural gas transportation volumes (MMBtus/d)
|
171,080
|
|
|
189,778
|
|
|
166,252
|
|
|
237,328
|
|
(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)
|
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.
|
(3)
|
One of our wholly-owned subsidiaries (GEL Offshore Pipeline, LLC, or "GOPL") owns our undivided interest in the Eugene Island pipeline system.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Volumes sold:
|
|
|
|
|
|
|
|
||||||||
NaHS volumes (Dry short tons "DST")
|
39,242
|
|
|
30,381
|
|
|
114,546
|
|
|
95,575
|
|
||||
Soda Ash volumes (short tons sold)
|
886,253
|
|
|
336,000
|
|
|
2,739,253
|
|
|
336,000
|
|
||||
NaOH (caustic soda) volumes (dry short tons sold)
|
29,357
|
|
|
21,746
|
|
|
87,190
|
|
|
55,962
|
|
||||
Total
|
954,852
|
|
|
388,127
|
|
|
2,940,989
|
|
|
487,537
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Revenues (in thousands):
|
|
|
|
|
|
|
|
||||||||
NaHS revenues, excluding non-cash revenues
|
$
|
47,843
|
|
|
$
|
33,702
|
|
|
$
|
137,083
|
|
|
$
|
105,209
|
|
NaOH (caustic soda) revenues
|
16,731
|
|
|
11,145
|
|
|
48,709
|
|
|
29,511
|
|
||||
Revenues associated with Alkali Business
|
203,508
|
|
|
65,554
|
|
|
615,512
|
|
|
65,554
|
|
||||
Other revenues
|
1,894
|
|
|
1,355
|
|
|
5,328
|
|
|
3,963
|
|
||||
Total external segment revenues, excluding non-cash revenues
|
$
|
269,976
|
|
|
$
|
111,756
|
|
|
$
|
806,632
|
|
|
$
|
204,237
|
|
|
|
|
|
|
|
|
|
||||||||
Segment Margin (in thousands)
|
$
|
63,942
|
|
|
$
|
30,031
|
|
|
$
|
192,875
|
|
|
$
|
63,864
|
|
|
|
|
|
|
|
|
|
||||||||
Average index price for NaOH per DST
(1)
|
$
|
782
|
|
|
$
|
647
|
|
|
$
|
775
|
|
|
$
|
613
|
|
•
|
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
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
Gathering, marketing, and logistics revenue
|
$
|
305,296
|
|
|
$
|
229,002
|
|
|
$
|
912,481
|
|
|
$
|
663,988
|
|
Crude oil and CO2 pipeline tariffs and revenues from direct financing leases of CO2 pipelines
|
20,624
|
|
|
17,261
|
|
|
55,678
|
|
|
48,606
|
|
||||
Payments received under direct financing leases not included in income
|
1,931
|
|
|
1,751
|
|
|
5,654
|
|
|
5,127
|
|
||||
Crude oil and petroleum products costs, excluding unrealized gains and losses from derivative transactions
|
(273,286
|
)
|
|
(202,157
|
)
|
|
(833,198
|
)
|
|
(583,123
|
)
|
||||
Operating costs, excluding non-cash charges for long-term incentive compensation and other non-cash expenses
|
(22,068
|
)
|
|
(21,199
|
)
|
|
(66,743
|
)
|
|
(64,799
|
)
|
||||
Other
|
3,692
|
|
|
948
|
|
|
9,750
|
|
|
2,200
|
|
||||
Segment Margin
|
$
|
36,189
|
|
|
$
|
25,606
|
|
|
$
|
83,622
|
|
|
$
|
71,999
|
|
|
|
|
|
|
|
|
|
||||||||
Volumetric Data (average barrels per day):
|
|
|
|
|
|
|
|
||||||||
Onshore crude oil pipelines:
|
|
|
|
|
|
|
|
||||||||
Texas
|
33,948
|
|
|
45,329
|
|
|
28,055
|
|
|
28,418
|
|
||||
Jay
|
13,548
|
|
|
13,716
|
|
|
14,475
|
|
|
14,480
|
|
||||
Mississippi
|
5,603
|
|
|
8,104
|
|
|
6,520
|
|
|
8,478
|
|
||||
Louisiana
(1)
|
150,322
|
|
|
130,862
|
|
|
139,234
|
|
|
115,436
|
|
||||
Wyoming
|
38,391
|
|
|
22,204
|
|
|
33,957
|
|
|
19,816
|
|
||||
Onshore crude oil pipelines total
|
241,812
|
|
|
220,215
|
|
|
222,241
|
|
|
186,628
|
|
||||
|
|
|
|
|
|
|
|
||||||||
CO
2
pipeline (average Mcf/day):
|
|
|
|
|
|
|
|
||||||||
Free State
|
104,628
|
|
|
68,363
|
|
|
101,764
|
|
|
73,042
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Crude oil and petroleum products sales (average barrels per day):
|
|
|
|
|
|
|
|
||||||||
Total crude oil and petroleum products sales
|
44,288
|
|
|
52,082
|
|
|
48,618
|
|
|
49,255
|
|
||||
Rail load/unload volumes
(2)
|
83,557
|
|
|
42,221
|
|
|
63,194
|
|
|
55,010
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Revenues (in thousands):
|
|
|
|
|
|
|
|
||||||||
Inland freight revenues
|
$
|
24,353
|
|
|
$
|
19,666
|
|
|
$
|
68,470
|
|
|
$
|
61,725
|
|
Offshore freight revenues
|
17,989
|
|
|
17,468
|
|
|
52,049
|
|
|
54,912
|
|
||||
Other rebill revenues
(1)
|
13,954
|
|
|
11,400
|
|
|
40,891
|
|
|
35,401
|
|
||||
Total segment revenues
|
$
|
56,296
|
|
|
$
|
48,534
|
|
|
$
|
161,410
|
|
|
$
|
152,038
|
|
|
|
|
|
|
|
|
|
||||||||
Operating costs, excluding non-cash charges for long-term incentive compensation and other non-cash expenses
|
$
|
44,183
|
|
|
$
|
35,885
|
|
|
$
|
126,344
|
|
|
$
|
112,270
|
|
|
|
|
|
|
|
|
|
||||||||
Segment Margin (in thousands)
|
$
|
12,113
|
|
|
$
|
12,649
|
|
|
$
|
35,066
|
|
|
$
|
39,768
|
|
|
|
|
|
|
|
|
|
||||||||
Fleet Utilization:
(2)
|
|
|
|
|
|
|
|
||||||||
Inland Barge Utilization
|
98.6
|
%
|
|
90.8
|
%
|
|
94.7
|
%
|
|
90.5
|
%
|
||||
Offshore Barge Utilization
|
90.9
|
%
|
|
99.3
|
%
|
|
92.5
|
%
|
|
98.4
|
%
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
General and administrative expenses not separately identified below:
|
|
|
|
|
|
|
|
||||||||
Corporate
|
$
|
20,624
|
|
|
$
|
7,456
|
|
|
$
|
37,910
|
|
|
$
|
24,735
|
|
Segment
|
482
|
|
|
3,233
|
|
|
2,198
|
|
|
4,809
|
|
||||
Long-term incentive compensation expense
|
1,553
|
|
|
(1,875
|
)
|
|
3,171
|
|
|
(2,330
|
)
|
||||
Third party costs related to business development activities and growth projects
|
1,550
|
|
|
10,595
|
|
|
6,133
|
|
|
11,509
|
|
||||
Total general and administrative expenses
|
$
|
24,209
|
|
|
$
|
19,409
|
|
|
$
|
49,412
|
|
|
$
|
38,723
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
Depreciation and depletion expense
|
$
|
86,004
|
|
|
$
|
57,498
|
|
|
$
|
227,459
|
|
|
$
|
157,819
|
|
Amortization of intangible assets
|
5,475
|
|
|
5,879
|
|
|
16,369
|
|
|
17,623
|
|
||||
Amortization of CO
2
volumetric production payments
|
397
|
|
|
355
|
|
|
983
|
|
|
1,011
|
|
||||
Total depreciation, depletion and amortization expense
|
$
|
91,876
|
|
|
$
|
63,732
|
|
|
$
|
244,811
|
|
|
$
|
176,453
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
Interest expense, senior secured credit facility (including commitment fees)
|
$
|
17,259
|
|
|
$
|
13,150
|
|
|
$
|
47,700
|
|
|
$
|
37,307
|
|
Interest expense, senior unsecured notes
|
39,547
|
|
|
33,276
|
|
|
119,628
|
|
|
90,495
|
|
||||
Amortization of debt issuance costs and discount
|
2,669
|
|
|
2,894
|
|
|
8,238
|
|
|
8,154
|
|
||||
Capitalized interest
|
(656
|
)
|
|
(1,932
|
)
|
|
(2,702
|
)
|
|
(13,839
|
)
|
||||
Net interest expense
|
$
|
58,819
|
|
|
$
|
47,388
|
|
|
$
|
172,864
|
|
|
$
|
122,117
|
|
•
|
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.
|
|
Nine Months Ended
September 30, |
||||||
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Capital expenditures for fixed and intangible assets:
|
|
|
|
||||
Maintenance capital expenditures:
|
|
|
|
||||
Offshore pipeline transportation assets
|
$
|
2,188
|
|
|
$
|
4,093
|
|
Sodium minerals and sulfur services assets
|
36,109
|
|
|
1,616
|
|
||
Marine transportation assets
|
13,107
|
|
|
17,439
|
|
||
Onshore facilities and transportation assets
|
2,562
|
|
|
3,213
|
|
||
Information technology systems
|
64
|
|
|
53
|
|
||
Total maintenance capital expenditures
|
54,030
|
|
|
26,414
|
|
||
Growth capital expenditures:
|
|
|
|
||||
Offshore pipeline transportation assets
|
477
|
|
|
4,405
|
|
||
Sodium minerals and sulfur services assets
|
12,968
|
|
|
5,276
|
|
||
Marine transportation assets
|
12,508
|
|
|
27,057
|
|
||
Onshore facilities and transportation assets
|
47,196
|
|
|
112,450
|
|
||
Information technology systems
|
2,747
|
|
|
114
|
|
||
Total growth capital expenditures
|
75,896
|
|
|
149,302
|
|
||
Total capital expenditures for fixed and intangible assets
|
129,926
|
|
|
175,716
|
|
||
Capital expenditures for acquisitions, inclusive of working capital acquired:
|
|
|
|
||||
Acquisition of Alkali business
|
—
|
|
|
1,325,000
|
|
||
Total business combinations capital expenditures
|
—
|
|
|
1,325,000
|
|
||
Capital expenditures related to equity investees
|
2,802
|
|
|
—
|
|
||
Total capital expenditures
|
$
|
132,728
|
|
|
$
|
1,500,716
|
|
|
Three Months Ended
September 30, |
||||||
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Net income (loss) attributable to Genesis Energy, L.P.
|
$
|
(323
|
)
|
|
$
|
6,312
|
|
Income Tax Expense
|
283
|
|
|
320
|
|
||
Depreciation, depletion, amortization and accretion
|
94,522
|
|
|
66,436
|
|
||
Plus (minus) Select Items, net
|
23,634
|
|
|
19,654
|
|
||
Maintenance capital utilized
(1)
|
(5,200
|
)
|
|
(3,375
|
)
|
||
Cash tax expense
|
(234
|
)
|
|
(170
|
)
|
||
Other
|
1
|
|
|
1,860
|
|
||
Available Cash before Reserves
|
112,683
|
|
|
91,037
|
|
(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 $21.9 million and $10.9 million, respectively. This increase principally is a result of expenditures associated with our Alkali Business.
|
|
|
Three Months Ended
September 30, |
||||
|
|
2018
|
|
2017
|
||
|
|
(in thousands)
|
||||
I.
|
Applicable to all Non-GAAP Measures
|
|
|
|
||
|
Differences in timing of cash receipts for certain contractual arrangements
1
|
(792
|
)
|
|
(5,847
|
)
|
|
Adjustment regarding direct financing leases
2
|
1,931
|
|
|
1,751
|
|
|
Certain non-cash items:
|
|
|
|
||
|
Unrealized loss on derivative transactions excluding fair value hedges, net of changes in inventory value
|
(1,989
|
)
|
|
2,168
|
|
|
Adjustment regarding equity investees
3
|
7,552
|
|
|
7,136
|
|
|
Other
|
2,948
|
|
|
3,046
|
|
|
Sub-total Select Items, net
4
|
9,650
|
|
|
8,254
|
|
II.
|
Applicable only to Available Cash before Reserves
|
|
|
|
||
|
Certain transaction costs
5
|
1,550
|
|
|
10,595
|
|
|
Equity compensation adjustments
|
39
|
|
|
(501
|
)
|
|
Other
6
|
12,395
|
|
|
1,306
|
|
|
Total Select Items, net
7
|
23,634
|
|
|
19,654
|
|
(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 by economic activity, capital expenditures by energy producers, weather, alternative energy sources, international events, conservation and technological advances;
|
•
|
throughput levels and rates;
|
•
|
changes in, or challenges to, our tariff rates;
|
•
|
our ability to successfully identify and close strategic acquisitions on acceptable terms (including obtaining third-party consents and waivers of preferential rights), develop or construct 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
|
|
|
*
|
4.2
|
|
|
*
|
4.3
|
|
|
|
10.1
|
|
|
*
|
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:
|
November 1, 2018
|
By:
|
/s/ R
OBERT
V. D
EERE
|
|
|
|
Robert V. Deere
|
|
|
|
Chief Financial Officer
|
|
|
|
(Duly Authorized Officer)
|
GENESIS PIPELINE ALABAMA, LLC
GENESIS DAVISON, LLC DAVISON PETROLEUM SUPPLY, LLC DAVISON TRANSPORTATION SERVICES, LLC RED RIVER TERMINALS, L.L.C. [LA] TEXAS CITY CRUDE OIL TERMINAL, LLC TDC, L.L.C. GENESIS NEJD HOLDINGS, LLC GENESIS FREE STATE HOLDINGS, LLC DAVISON TRANSPORTATION SERVICES, INC. TDC SERVICES, LLC GENESIS CHOPS I, LLC GENESIS CHOPS II, LLC
GEL CHOPS GP, LLC
GENESIS ENERGY, LLC
GENESIS MARINE, LLC
MILAM SERVICES, INC.
GEL TEX MARKETING, LLC
GEL LOUISIANA FUELS, LLC
GEL WYOMING, LLC
GENESIS SEKCO, LLC
GEL SEKCO, LLC
GENESIS RAIL SERVICES, LLC
GEL OFFSHORE PIPELINE, LLC
GENESIS OFFSHORE, LLC
GEL OFFSHORE, LLC
GENESIS ODYSSEY, LLC
GEL ODYSSEY, LLC
GENESIS POSEIDON, LLC
GEL POSEIDON, LLC
PRONGHORN RAIL SERVICES, LLC
GENESIS BR, LLC
BR PORT SERVICES, LLC
CASPER EXPRESS PIPELINE, LLC
|
AP MARINE, LLC
TBP2, LLC
GEL PRCS, LLC
POWDER RIVER EXPRESS, LLC
POWDER RIVER OPERATING, LLC
GEL TEXAS PIPELINE, LLC
THUNDER BASIN HOLDINGS, LLC
THUNDER BASIN PIPELINE, LLC
ANTELOPE REFINING, LLC
POWDER RIVER CRUDE SERVICES, LLC
GENESIS OFFSHORE HOLDINGS, LLC
GENESIS SAILFISH HOLDINGS, LLC
GENESIS POSEIDON HOLDINGS, LLC
CAMERON HIGHWAY OIL PIPELINE COMPANY, LLC
CAMERON HIGHWAY PIPELINE GP, L.L.C.
FLEXTREND DEVELOPMENT COMPANY, L.L.C.
GEL DEEPWATER, LLC
GEL IHUB, LLC
GENESIS DEEPWATER HOLDINGS, LLC
GENESIS GTM OFFSHORE OPERATING COMPANY, LLC
GENESIS IHUB HOLDINGS, LLC
GENESIS SMR HOLDINGS, LLC
HIGH ISLAND OFFSHORE SYSTEM, L.L.C.
MANTA RAY GATHERING COMPANY, L.L.C.
MATAGORDA OFFSHORE, LLC
POSEIDON PIPELINE COMPANY, L.L.C.
SAILFISH PIPELINE COMPANY, L.L.C.
SEAHAWK SHORELINE SYSTEM, LLC
SOUTHEAST KEATHLEY CANYON PIPELINE COMPANY, L.L.C.
GENESIS TEXAS CITY TERMINAL, LLC
DEEPWATER GATEWAY, L.L.C.
GEL PIPELINE OFFSHORE, LLC
GENESIS ALKALI HOLDINGS, LLC
GENESIS ALKALI, LLC
GENESIS SPECIALTY ALKALI, LLC
GEL PALOMA, LLC
|
|
By:
/s/ Robert V. Deere
Robert V. Deere
Chief Financial Officer
|
By:
|
CAMERON HIGHWAY PIPELINE GP, L.L.C.,
|
By:
|
/s/ Robert V. Deere
|
|
Robert V. Deere
|
|
Chief Financial Officer
|
By:
|
/s/ Robert V. Deere
|
|
Robert V. Deere
|
|
Chief Financial Officer and Treasurer
|
GENESIS PIPELINE ALABAMA, LLC
GENESIS DAVISON, LLC DAVISON PETROLEUM SUPPLY, LLC DAVISON TRANSPORTATION SERVICES, LLC RED RIVER TERMINALS, L.L.C. [LA] TEXAS CITY CRUDE OIL TERMINAL, LLC TDC, L.L.C. GENESIS NEJD HOLDINGS, LLC GENESIS FREE STATE HOLDINGS, LLC DAVISON TRANSPORTATION SERVICES, INC. TDC SERVICES, LLC GENESIS CHOPS I, LLC GENESIS CHOPS II, LLC
GEL CHOPS GP, LLC
GENESIS ENERGY, LLC
GENESIS MARINE, LLC
MILAM SERVICES, INC.
GEL TEX MARKETING, LLC
GEL LOUISIANA FUELS, LLC
GEL WYOMING, LLC
GENESIS SEKCO, LLC
GEL SEKCO, LLC
GENESIS RAIL SERVICES, LLC
GEL OFFSHORE PIPELINE, LLC
GENESIS OFFSHORE, LLC
GEL OFFSHORE, LLC
GENESIS ODYSSEY, LLC
GEL ODYSSEY, LLC
GENESIS POSEIDON, LLC
GEL POSEIDON, LLC
PRONGHORN RAIL SERVICES, LLC
GENESIS BR, LLC
BR PORT SERVICES, LLC
CASPER EXPRESS PIPELINE, LLC
|
AP MARINE, LLC
TBP2, LLC
GEL PRCS, LLC
POWDER RIVER EXPRESS, LLC
POWDER RIVER OPERATING, LLC
GEL TEXAS PIPELINE, LLC
THUNDER BASIN HOLDINGS, LLC
THUNDER BASIN PIPELINE, LLC
ANTELOPE REFINING, LLC
POWDER RIVER CRUDE SERVICES, LLC
GENESIS OFFSHORE HOLDINGS, LLC
GENESIS SAILFISH HOLDINGS, LLC
GENESIS POSEIDON HOLDINGS, LLC
CAMERON HIGHWAY OIL PIPELINE COMPANY, LLC
CAMERON HIGHWAY PIPELINE GP, L.L.C.
FLEXTREND DEVELOPMENT COMPANY, L.L.C.
GEL DEEPWATER, LLC
GEL IHUB, LLC
GENESIS DEEPWATER HOLDINGS, LLC
GENESIS GTM OFFSHORE OPERATING COMPANY, LLC
GENESIS IHUB HOLDINGS, LLC
GENESIS SMR HOLDINGS, LLC
HIGH ISLAND OFFSHORE SYSTEM, L.L.C.
MANTA RAY GATHERING COMPANY, L.L.C.
MATAGORDA OFFSHORE, LLC
POSEIDON PIPELINE COMPANY, L.L.C.
SAILFISH PIPELINE COMPANY, L.L.C.
SEAHAWK SHORELINE SYSTEM, LLC
SOUTHEAST KEATHLEY CANYON PIPELINE COMPANY, L.L.C.
GENESIS TEXAS CITY TERMINAL, LLC
DEEPWATER GATEWAY, L.L.C.
GEL PIPELINE OFFSHORE, LLC
GENESIS ALKALI HOLDINGS, LLC
GENESIS ALKALI, LLC
GENESIS SPECIALTY ALKALI, LLC
GEL PALOMA, LLC
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By:
/s/ Robert V. Deere
Robert V. Deere
Chief Financial Officer
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By:
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CAMERON HIGHWAY PIPELINE GP, L.L.C.,
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By:
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/s/ Robert V. Deere
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Robert V. Deere
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Chief Financial Officer and Treasurer
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1.
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I have reviewed this quarterly report on Form 10-Q of Genesis Energy, L.P.;
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2.
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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;
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3.
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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;
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4.
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The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
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a.
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation, and
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d.
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors:
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a.
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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November 1, 2018
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/s/ Grant E. Sims
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Grant E. Sims
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Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of Genesis Energy, L.P.;
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2.
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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;
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3.
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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;
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4.
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The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
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a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation, and
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d)
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors:
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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November 1, 2018
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/s/ Robert V. Deere
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Robert V. Deere
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Chief Financial Officer
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(1)
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the Partnership’s Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 as amended; and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
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November 1, 2018
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/s/ Grant E. Sims
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Grant E. Sims
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Chief Executive Officer,
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Genesis Energy, LLC
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November 1, 2018
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/s/ Robert V. Deere
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Robert V. Deere
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Chief Financial Officer,
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Genesis Energy, LLC
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(A)
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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.
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(B)
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The total number of orders issued under section 104(b) of the Mine Act.
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(C)
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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.
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(D)
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The total number of flagrant violations under section 110(b)(2) of the Mine.
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(E)
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The total number of imminent danger orders issued under section 107(a) of the Mine Act.
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(F)
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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 September 30, 2018.
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(G)
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The total number of mining related fatalities.
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(H)
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During the quarter ending September 30, 2018, the mine did not receive Notice of Pattern of Violations under Section 104(e)
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(I)
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During the quarter ending September 30, 2018, the mine did not receive Notice of a Potential to have a Pattern of Violations Under Section 104(e)
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(J)
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Includes all legal actions before the Federal Mine Safety and Review Commission, together with the Administrative Law Judges thereof, for our operations.
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(K)
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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 third quarter 2018.
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(L)
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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.
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