Delaware
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76-0513049
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Units
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NYSE
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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o
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Smaller reporting company
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¨
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Emerging growth company
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¨
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Page
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Item 1
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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Item 16.
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•
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demand for, the supply of, our assumptions about, changes in forecast data for, and price trends related to crude oil, liquid petroleum, 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;
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•
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our ability to successfully execute our business and financial strategies;
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throughput levels and rates;
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changes in, or challenges to, our tariff rates;
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our ability to successfully identify and close strategic acquisitions on acceptable terms (including obtaining third-party consents and waivers of preferential rights), develop or construct infrastructure assets, make cost saving changes in operations and integrate acquired assets or businesses into our existing operations;
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service interruptions in our pipeline transportation systems, and processing operations;
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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;
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risks inherent in marine transportation and vessel operation, including accidents and discharge of pollutants;
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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;
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the effects of production declines resulting from a suspension of drilling in the Gulf of Mexico;
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planned capital expenditures and availability of capital resources to fund capital expenditures, and our ability to access the credit and capital markets to obtain financing on terms we deem acceptable;
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our inability to borrow or otherwise access funds needed for operations, expansions or capital expenditures as a result of our credit agreement and the indentures governing our notes, which contain various affirmative and negative covenants;
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loss of key personnel;
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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, pay our quarterly dividend on our preferred units, or to increase quarterly cash distributions in the future;
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an increase in the competition that our operations encounter;
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cost and availability of insurance;
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hazards and operating risks that may not be covered fully by insurance;
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our financial and commodity hedging arrangements, which may reduce our earnings, profitability and cash flow;
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changes in global economic conditions, including capital and credit markets conditions, inflation and interest rates;
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natural disasters, accidents or terrorism;
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changes in the financial condition of customers or counterparties;
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adverse rulings, judgments, or settlements in litigation or other legal or tax matters;
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the treatment of us as a corporation for federal income tax purposes or if we become subject to entity-level taxation for state tax purposes; and
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the potential that our internal controls may not be adequate, weaknesses may be discovered or remediation of any identified weaknesses may not be successful and the impact these could have on our unit price.
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one of the largest pipeline networks (based on throughput capacity) in the Deepwater area of the Gulf of Mexico, an area that produced approximately
16%
of the oil produced in the U.S. in
2018
,
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the largest producer and marketer (based on tons produced), we believe, of NaHS in North and South America,
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one of the leading producers (based on tons produced) of natural soda ash in the world, and
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one of the largest providers of crude oil and petroleum transportation, storage, and other handling services for large, complex refineries in Baton Rouge, Louisiana and Baytown, Texas, both of which have been operational for approximately 100 years.
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Identifying and exploiting incremental profit opportunities, including cost synergies, across an increasingly integrated footprint;
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Optimizing our existing assets and creating synergies through additional commercial and operating advancement;
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Leveraging customer relationships across business segments;
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Attracting new customers and expanding our scope of services offered to existing customers;
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Expanding the geographic reach of our businesses;
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Economically expanding our pipeline and terminal operations by utilizing capacity currently available on our existing assets that requires minimal to no additional investment;
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Evaluating internal and third party growth opportunities (including asset and business acquisitions) that leverage our core competencies and strengths and further integrate our businesses; and
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Focusing on health, safety and environmental stewardship.
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Increase the relative contribution of recurring and throughput-based revenues, emphasizing longer-term contractual arrangements;
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Prudently manage our limited direct commodity price risks;
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Maintain a sound, disciplined capital structure, including our previously announced guidance outlying our current and forward path to deleveraging; and
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Create strategic arrangements and share capital costs and risks through joint ventures and strategic alliances.
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Our businesses encompass a balanced, diversified portfolio of customers, operations and assets
. We operate four business segments and own and operate assets that enable us to provide a number of services primarily to refiners, crude oil and natural gas producers, and industrial and commercial enterprises that use natural soda ash, NaHS and caustic soda. Our business lines complement each other by allowing us to offer an integrated suite of services to common customers across segments. Our businesses are primarily focused on (i) providing offshore crude oil and natural gas pipeline transportation and related handling services in the Gulf of Mexico to mostly integrated and large independent energy companies (ii) producing sodium minerals and sulfur removal and (iii) providing onshore-based refinery-centric crude oil and refined products transportation and handling services. We are not dependent upon any one customer or principal location for our revenues.
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Certain of our businesses are among the leaders in each of their respective markets and each of which has a long commercial life and significant barriers to entry
. We operate, among others, diversified businesses, each of which is one of the leaders in its market, has a long commercial life and has significant barriers to entry. We operate one of the largest pipeline networks (based on throughput capacity) in the Deepwater area of the Gulf of Mexico, an area that produced approximately
16%
of the oil produced in the U.S. in
2018
. We are one of the leading producers (based on tons produced) of natural soda ash in the world. We believe we are the largest producer and marketer (based on tons produced) of NaHS in North and South America. We are one of the largest providers of crude oil and petroleum product transportation, storage and other handling services for large, complex refineries in Baton Rouge, Louisiana and Baytown, Texas, both of which have been operational for approximately 100 years.
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Our Alkali Business has significant cost advantages over synthetic production methods.
Our Alkali Business has significant cost advantages over synthetic production methods, including lower raw material and energy requirements. According to IHS, on average, the cash cost to produce material soda ash has been about half of the cost to produce synthetic soda ash.
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Our businesses provide relatively consistent consolidated financial performance.
Our historically consistent and improving financial performance, combined with our goal of a conservative capital structure over the long term, has allowed us to generate relatively stable and increasing cash flows.
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We are financially flexible and have significant liquidity.
As of
December 31, 2018
, we had
$728.7 million
available under our
$1.7 billion
revolving credit agreement, including up to
$182.2 million
available under the
$200 million
petroleum products inventory loan sublimit and
$98.8 million
available for letters of credit. Our inventory borrowing base was
$17.8 million
at
December 31, 2018
.
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We have limited direct commodity price risk exposure in our oil and gas and NaHS businesses.
The volumes of crude oil, refined products or intermediate feedstocks we purchase are either subject to back-to-back sales contracts or are hedged with NYMEX derivatives to limit our direct exposure to movements in the price of the commodity, although we cannot completely eliminate commodity price exposure. Our risk management policy requires us to monitor the effectiveness of the hedges to maintain a value at risk of such hedged inventory not in excess of $2.5 million. In addition, our service contracts with refiners allow us to adjust the rates we charge for processing to maintain a balance between NaHS supply and demand.
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Our offshore Gulf of Mexico crude oil and natural gas pipeline transportation and handling operations are located in a significant producing region with large-reservoir, long-lived crude oil and natural gas properties.
We provide a
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Our expertise and reputation for high performance standards and quality enable us to provide refiners with economic and proven services.
Our extensive understanding of the sulfur removal process and crude oil refining can provide us with an advantage when evaluating new opportunities and/or markets.
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Some of our pipeline transportation and related assets are strategically located.
Our pipelines are critical to the ongoing operations of our refiner and producer customers. In addition, a majority of our terminals are located in areas that can be accessed by pipeline, truck, rail or barge.
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Some of our onshore facilities and transportation assets are operationally flexible.
Our portfolio of trucks, railcars, barges and terminals affords us flexibility within our existing regional footprint and provides us the capability to enter new markets and expand our customer relationships.
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Our marine transportation assets provide waterborne transportation throughout North America.
Our fleet of barges and boats provide service to both inland and offshore customers within a large North American geographic footprint. All of our vessels operate under the U.S. flag and are qualified for U.S. coastwise trade under the Jones Act.
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We have an experienced, knowledgeable and motivated executive management team with a proven track record.
Our executive management team has an average of more than 25 years of experience in the midstream sector. Its members have worked in leadership roles at a number of large, successful public companies, including other publicly-traded partnerships. Through their equity interest in us, our executive management team is incentivized to create value by increasing cash flows.
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Offshore crude oil pipelines
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Operator
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System Miles
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Design Capacity (Bbls/day)
(1)
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Interest Owned
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Throughput (Bbls/day) 100% basis
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Throughput (Bbls/day) net to ownership interest
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Main Lines
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CHOPS
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Genesis
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380
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500,000
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100
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%
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202,121
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202,121
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Poseidon
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Genesis
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358
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350,000
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64
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%
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234,960
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150,374
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Odyssey
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Shell Pipeline
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120
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200,000
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29
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%
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115,239
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33,419
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Eugene Island Pipeline and Other
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Genesis/Shell Pipeline
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184
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39,000
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29
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%
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10,147
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10,147
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Total
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1,042
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1,089,000
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562,467
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396,061
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Lateral Lines
(2)
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SEKCO
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Genesis
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149
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115,000
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100
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%
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Shenzi Crude Oil Pipeline
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Genesis
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83
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230,000
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100
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%
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Allegheny Crude Oil Pipeline
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Genesis
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40
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140,000
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100
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%
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Marco Polo Crude Oil Pipeline
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Genesis
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37
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120,000
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100
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%
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Constitution Crude Oil Pipeline
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Genesis
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67
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80,000
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100
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%
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Tarantula
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Genesis
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4
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30,000
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100
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%
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(1)
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Capacity figures presented represent 100% of the design capacity; except for Eugene Island, which represents our net capacity in the undivided interest (29%) in that system. Ultimate capacities can vary primarily as a result of pressure requirements, installed pumps, related facilities and the viscosity of the crude oil actually moved.
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(2)
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Represents 100% owned lateral crude oil pipelines which, ultimately flow into our other offshore crude oil pipelines (including CHOPS and Poseidon) and thus are excluded from main lines above.
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CHOPS.
CHOPS is comprised of
24
- to
30
-inch diameter pipelines designed to deliver crude oil from fields in the Gulf of Mexico to refining markets along the Texas Gulf Coast via interconnections with refineries located in Port Arthur and Texas City, Texas. CHOPS also includes
two
strategically located multi-purpose offshore platforms.
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Poseidon.
The Poseidon system is comprised of
16
- to
24
-inch diameter pipelines to deliver crude oil from developments in the central and western offshore Gulf of Mexico to other pipelines and terminals onshore and offshore Louisiana. An affiliate of Shell owns the remaining
36%
interest in Poseidon.
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Odyssey.
The Odyssey system is comprised of
12
- to
20
-inch diameter pipelines to deliver crude oil from developments in the eastern Gulf of Mexico to other pipelines and terminals onshore Louisiana. An affiliate of Shell owns the remaining
71%
interest in Odyssey.
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Eugene Island.
The Eugene Island system is comprised of a network of crude oil pipelines, the main pipeline of which is
20
inches in diameter, to deliver crude oil from developments in the central Gulf of Mexico to other pipelines and terminals onshore Louisiana. Other owners in Eugene Island include affiliates of Exxon Mobil, ConocoPhillips and Shell Oil Company.
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SEKCO Pipeline.
SEKCO is a deepwater pipeline serving the Lucius crude oil and natural gas field located in the southern Keathley Canyon area of the Gulf of Mexico. SEKCO has crude oil transportation agreements with five Gulf of Mexico producers, including Anadarko U.S. Offshore Corporation, Exxon Mobil Corporation, Eni Petroleum US LLC, Petrobras America and Inpex Corporation. Those producers have dedicated their production from Lucius to that pipeline for the life of the reserves. We expect the SEKCO pipeline to also provide capacity for additional projects in the deepwater Gulf of Mexico in the future.
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Shenzi Crude Oil.
The Shenzi Crude Oil Pipeline gathers crude oil production from the Shenzi production field located in the Green Canyon area of the Gulf of Mexico offshore Louisiana for delivery to both our CHOPS and Poseidon pipeline systems.
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Allegheny Crude Oil.
The Allegheny Crude Oil Pipeline connects the Allegheny and South Timbalier 316 platforms in the Green Canyon area of the Gulf of Mexico with the CHOPS and Poseidon pipelines.
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Marco Polo Crude Oil.
The Marco Polo Crude Oil Pipeline transports crude oil from our Marco Polo crude oil platform to an interconnect with the Allegheny Crude Oil Pipeline in Green Canyon Block 164.
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Constitution Crude Oil.
The Constitution Crude Oil Pipeline gathers crude oil from the Constitution, Caesar Tonga and Ticonderoga production fields located in the Green Canyon area of the Gulf of Mexico for delivery to either the CHOPS or Poseidon pipelines.
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Offshore natural gas pipelines
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Operator
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System Miles
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Design Capacity (MMcf/day)
(1)
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Interest Owned
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Independence Trail
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Genesis
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135
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1,000
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100
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%
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High Island Offshore System
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Genesis
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287
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500
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100
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%
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Anaconda Gathering System
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Genesis
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183
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300
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100
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%
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Green Canyon Laterals
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Genesis
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27
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113
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Various
(2)
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Manta Ray Offshore Gathering System
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Enbridge
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237
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800
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25.7
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%
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Nautilus System
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Enbridge
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101
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600
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25.7
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%
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Total
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970
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3,313
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(1)
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Capacity figures presented represent 100% of the design capacity.
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(2)
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We proportionately consolidate our undivided interest, which is 13.58%, in approximately 20 miles of the Green Canyon Lateral pipelines. The remainder of the laterals are wholly owned.
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Independence Trail.
The Independence Trail pipeline transports natural gas from certain pipeline interconnects to the Tennessee Gas Pipeline at a pipeline interconnect on the West Delta 68 pipeline junction platform. Natural gas transported on the Independence Trail Pipeline can originate from production fields in the Atwater Valley, DeSoto Canyon, Lloyd Ridge and Mississippi Canyon areas of the Gulf of Mexico.
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High Island.
The High Island Offshore System (HIOS) transports natural gas from producing fields located in the Galveston, Garden Banks, West Cameron, High Island and East Breaks areas of the Gulf of Mexico to interconnects with the Kinetica Energy Express. HIOS includes 201 miles of pipeline and eight pipeline junction and service platforms that are regulated by the FERC. In addition, this system included the 86-mile East Breaks Gathering System, which connects HIOS to the Hoover-Diana deepwater platform located in Alaminos Canyon Block 25.
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Anaconda.
The Anaconda Gathering System gathers natural gas from producing fields located in the Green Canyon area of the Gulf of Mexico for delivery to the Nautilus System.
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Green Canyon.
The Green Canyon Laterals represent a collection of small diameter pipelines that gather natural gas for delivery to HIOS and various other downstream pipelines.
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Manta Ray.
The Manta Ray Offshore Gathering System gathers natural gas from producing fields located in the Green Canyon, Southern Green Canyon, Ship Shoal, South Timbalier and Ewing Bank areas of the Gulf of Mexico for delivery to numerous downstream pipelines, including the Nautilus System. This system includes three pipeline junction platforms.
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Nautilus.
The Nautilus System connects the Anaconda Gathering system and Manta Ray Offshore Gathering System to the Neptune natural gas processing plant located in south Louisiana.
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Offshore hub platform
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Operator
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Water Depth (Feet)
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Natural Gas Capacity (MMcf/day)
(1)
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Crude Oil Capacity (Bbls/day)
(1)
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Interest Owned
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||||
Marco Polo
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Anadarko
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4,300
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300
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120,000
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100
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%
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Garden Banks 72
(2)
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Genesis
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518
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216
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36,000
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|
54
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%
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East Cameron 373
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Genesis
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441
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195
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3,000
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|
|
100
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%
|
Total
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711
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159,000
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(1)
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Capacity figures presented represent 100% of the design capacity.
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(2)
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We proportionately consolidate our undivided interest in the Garden Banks 72 platform.
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Marco Polo.
The Marco Polo platform, which is located in Green Canyon Block 608, processes crude oil and natural gas from production fields located in the South Green Canyon area of the Gulf of Mexico.
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Garden Banks
. The Garden Banks 72 platform serves as a base for gathering deepwater production from the Garden Banks area of the Gulf of Mexico. This platform also serves as a junction platform for the CHOPS and Poseidon pipeline systems.
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East Cameron.
The East Cameron 373 platform processes production from the Garden Banks and East Cameron areas of the Gulf of Mexico.
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Dry mining of trona ore underground at our Westvaco facility;
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Secondary recovery of trona from previously dry mined areas underground at our Westvaco and Granger facilities through solution mining;
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Processing of raw trona ore into soda ash and specialty sodium alkali products; and
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Marketing, sale and distribution of alkali products.
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Texas System
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Jay System
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Mississippi System
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Louisiana System
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Product
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Crude Oil
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Crude Oil
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Crude Oil
|
|
Crude Oil
Intermediates Refined Products |
Interest Owned
|
100%
|
|
100%
|
|
100%
|
|
100%
|
Design Capacity (Bbls/day)
|
Existing 8" - 60,000
Looped 18" - 275,000 |
|
150,000
|
|
45,000
|
|
350,000
|
2018 Throughput (Bbls/day)
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33,303
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14,036
|
|
6,359
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159,754
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System Miles
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47
|
|
135
|
|
220
|
|
51
|
Approximate owned tankage storage capacity (Bbls)
|
1,100,000
|
|
230,000
|
|
247,500
|
|
330,000
|
Location
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Hastings Junction, TX to Webster, TX
Texas City, TX to Webster, TX |
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Southern AL/FL to Mobile, AL
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Soso, MS to Liberty, MS
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Port Hudson, LA to Baton Rouge, LA
Baton Rouge, LA to Port Allen, LA |
Rate Regulated
|
FERC/TXRRC
|
|
FERC
|
|
FERC
|
|
FERC
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•
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Texas System
. Our Texas System transports crude oil from Hastings Junction (south of Houston) to several delivery points near Houston, Texas (including our Webster, Texas facility). This system also takes delivery of crude oil volumes at Texas City (which includes the capability of receiving various Gulf of Mexico pipeline volumes) for delivery to our Webster, Texas facility, which ultimately connects to other crude oil pipelines. We earn a tariff for our transportation services, with the tariff rate per barrel of crude oil varying with the distance from injection point to delivery point.
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•
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Jay System
. Our Jay System provides crude oil shippers access to refineries, pipelines and storage near Mobile, Alabama. That system also includes gathering connections to approximately
43
wells, additional crude oil storage capacity of
20,000
barrels in the field, an interconnect with our Walnut Hill rail facility, a delivery connection to a refinery in Alabama and an interconnection to another common carrier pipeline that delivers crude oil into Mississippi.
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•
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Mississippi System.
Our Mississippi System provides shippers of crude oil in Mississippi indirect access to refineries, pipelines, storage, terminals and other crude oil infrastructure located in the Midwest. That system is adjacent to several crude oil fields that are in various phases of being produced through tertiary recovery strategy, including CO
2
injection and flooding. We provide transportation services on our Mississippi pipeline through an “incentive” tariff which provides that the average rate per barrel that we charge during any month decreases as our aggregate throughput for that month increases above specified thresholds.
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•
|
Louisiana System
. Our Louisiana System transports crude oil from Port Hudson to our Baton Rouge Scenic Station rail unloading facility and continues downstream to the Anchorage Tank Farm servicing Exxon Mobil Corporation's Baton Rouge refinery. This refinery is one of the largest refinery complexes in North America, with more than 500,000 barrels per day of refining capacity. Our Louisiana system also connects the Anchorage Tank Farm to our Port of Baton Rouge Terminal (which was also built to service Exxon's Baton Rouge refinery), allowing bidirectional flow of crude oil, intermediates and refined products between the Anchorage Tank Farm and this terminal via a dedicated crude pipeline and a dedicated intermediates pipeline.
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Free State Pipeline
|
Product
|
CO
2
|
Interest owned
|
100%
|
System miles
|
86
|
Pipeline diameter
|
20"
|
Location
|
Jackson Dome near Jackson, MS to East Mississippi
|
Rate Regulated
|
No
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Inland
|
|
Offshore
|
|
American Phoenix
|
Aggregate Fleet Design Capacity (Bbls) (in thousands)
|
2,285
|
|
884
|
|
330
|
Individual Vessel Capacity Range (Bbls) (in thousands)
(1)
|
23-39
|
|
65-135
|
|
330
|
|
|
|
|
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Number of:
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Push/Tug Boats
|
33
|
|
9
|
|
—
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Barges
|
82
|
|
9
|
|
—
|
Product Tankers
|
—
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|
—
|
|
1
|
(1)
|
Represents capacity per barge ranges on our inland and offshore barge, as well as the capacity of our M/T American Phoenix.
|
•
|
Proven dry-mining reserves are measured reserves that fall within a 0.5 mile radius from drillhole data points previously mined areas with a 7.0 ft minimum ore thickness.
|
•
|
Probable dry-mining reserves are indicated reserves that fall between 0.5 miles and 1.0 miles from drillhole data points or previously mined areas with a 7.0 ft minimum ore thickness.
|
•
|
All solution mining reserves are designated as probable based on the degree of confidence in the reserve estimate related to uncertainties involving solution flow paths, trona ore surface area available for dissolution, and the inaccuracy of depletion verification methods. They consist of both measured resources falling with a 0.5 mile radius from drillhole data points or previously mined areas and indicated resources that fall between 0.5 miles and 1.0 miles from drillhole data points or previously mined areas. Solution mining reserves are not limited to a minimum ore thickness, but rather are subjected to a 50 foot halo limit into large blocks of trona adjacent to areas impacted by previous dry mining and adjacent to areas planned for future dry mining.
|
•
|
Annual production capacity remains approximately 4.0 million tons of soda ash per year.
|
•
|
The average ore to ash ratio for the stated trona reserves is approximately 1.65:1.
|
•
|
Sustaining capital is comparable over time to recent actual costs and short‐term projections.
|
•
|
Mining and processing costs including consumption rates for energy and other consumables and the cost of those consumables are substantially comparable to 2014-2018 actual results.
|
•
|
Mine and plant overhead and administration costs remain similar to recent actual performance.
|
•
|
Average selling prices remain the same as the 2014-2018 average as estimated in the January 2019 USGS Mineral Commodity Summary, at approximately $138 per short ton of soda ash, f.o.b. plant site.
|
•
|
Bed 15, which lies approximately 35 to 55 feet below bed 17, can be effectively dry mined after the completion of dry mining the overlying areas of Bed 17.
|
•
|
All leases remain valid throughout the time required to mine the reserves.
|
•
|
All permits remain valid throughout the life of the operation, and no new laws are enacted that require any extraordinary compliance which would significantly impact production or cost.
|
•
|
New permits and approved mine plans will be obtained for mining the reserves that lie within existing leases, but outside of our current mining permit areas.
|
•
|
Tailings storage capacity will be developed as necessary over the life of the mine and processing plants.
|
•
|
Our 2017 reserve disclosure is partially based on the report of a third-party consultant that generated an updated reserve estimate as of September 1, 2017. Our reported reserves reflect that estimate, reconciled with 2017 and 2018 depletion.
|
•
|
incur additional indebtedness or liens;
|
•
|
make payments in respect of or redeem or acquire any debt or equity issued by us;
|
•
|
sell assets;
|
•
|
make loans or investments;
|
•
|
make guarantees;
|
•
|
enter into any hedging agreement for speculative purposes;
|
•
|
acquire or be acquired by other companies; and
|
•
|
amend some of our contracts.
|
•
|
increase our vulnerability to general adverse economic and industry conditions;
|
•
|
limit our ability to make distributions; to fund future working capital, capital expenditures and other general partnership requirements; to engage in future acquisitions, construction or development activities; access capital markets (debt and equity); or to otherwise fully realize the value of our assets and opportunities because of the need to dedicate a substantial portion of our cash flows from operations to payments on our indebtedness or to comply with any restrictive terms of our indebtedness;
|
•
|
limit our flexibility in planning for, or reacting to, changes in our businesses and the industries in which we operate; and
|
•
|
place us at a competitive disadvantage as compared to our competitors that have less debt.
|
•
|
difficulties in the assimilation of the operations, technologies, services and products of the acquired companies or business segments;
|
•
|
inefficiencies and complexities that can arise because of unfamiliarity with new assets and the businesses associated with them, including unfamiliarity with their markets; and
|
•
|
diversion of the attention of management and other personnel from day-to-day business to the development or acquisition of new businesses and other business opportunities.
|
•
|
using cash from operations;
|
•
|
delaying other planned projects;
|
•
|
incurring additional indebtedness; or
|
•
|
issuing additional debt or equity.
|
•
|
the volumes and prices at which we purchase and sell crude oil, natural gas, refined products, and caustic soda;
|
•
|
the volumes of sodium hydrosulfide, or NaHS, and soda ash that we receive for our sodium minerals and sulfur services and the prices at which we sell NaHS and soda ash;
|
•
|
the demand for our services;
|
•
|
the level of competition;
|
•
|
the level of our operating costs;
|
•
|
the effect of worldwide energy conservation measures;
|
•
|
governmental regulations and taxes;
|
•
|
the level of our general and administrative costs; and
|
•
|
prevailing economic conditions.
|
•
|
the level of capital expenditures we make, including the cost of acquisitions (if any);
|
•
|
our debt service requirements;
|
•
|
fluctuations in our working capital;
|
•
|
restrictions on distributions contained in our debt instruments;
|
•
|
our ability to borrow under our working capital facility to pay distributions; and
|
•
|
the amount of cash reserves required in the conduct of our business.
|
•
|
geographic proximity to the production and/or refineries;
|
•
|
costs of connection;
|
•
|
available capacity;
|
•
|
rates;
|
•
|
logistical efficiency in all of our operations;
|
•
|
operational efficiency in our sulfur removal business;
|
•
|
customer relationships; and
|
•
|
access to markets.
|
•
|
rate structures;
|
•
|
rates of return on equity;
|
•
|
recovery of costs;
|
•
|
the services that our regulated assets are permitted to perform;
|
•
|
the acquisition, construction and disposition of assets; and
|
•
|
to an extent, the level of competition in that regulated industry.
|
•
|
our general partner is allowed to take into account the interest of parties other than us, such as one or more of its affiliates, in resolving conflicts of interest;
|
•
|
our general partner may limit its liability and reduce its fiduciary duties, while also restricting the remedies available to our unitholders for actions that, without such limitations, might constitute breaches of fiduciary duty;
|
•
|
our general partner determines the amount and timing of asset purchases and sales, capital expenditures, borrowings, issuance of additional partnership securities, reimbursements and enforcement of obligations to the general partner and its affiliates, retention of counsel, accountants and service providers and cash reserves, each of which can also affect the amount of cash that is distributed to our unitholders; and
|
•
|
our general partner determines which costs incurred by it and its affiliates are reimbursable by us and the reimbursement of these costs and of any services provided by our general partner could adversely affect our ability to pay cash distributions to our unitholders.
|
•
|
our unitholders’ proportionate ownership interest in us will decrease;
|
•
|
the amount of cash available for distribution on each unit may decrease;
|
•
|
the relative voting strength of each previously outstanding unit may be diminished; and
|
•
|
the market price of our common units may decline.
|
•
|
we were conducting business in a state but had not complied with that particular state’s partnership statute; or
|
•
|
unitholders right to act with other unitholders to remove or replace our general partner, to approve some amendments to our partnership agreement or to take other actions under our partnership agreement constitutes “control” of our business.
|
•
|
less the amount of cash reserves that our general partner determines in its reasonable discretion is necessary or appropriate to:
|
•
|
provide for the proper conduct of our business;
|
•
|
comply with applicable law, any of our debt instruments, or other agreements; or
|
•
|
provide funds for distributions to our unitholders for any one or more of the next four quarters;
|
•
|
plus all cash on hand on the date of determination of available cash for the quarter resulting from working capital borrowings. Working capital borrowings are generally borrowings that are made under our credit facility and in all cases are used solely for working capital purposes or to pay distributions to partners.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2018
(1)
|
|
2017
(1)
|
|
2016
(1)
|
|
2015
(1)
|
|
2014
(1)
|
||||||||||
Income Statement Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Offshore pipeline transportation
|
284,544
|
|
|
318,239
|
|
|
334,679
|
|
|
140,230
|
|
|
3,296
|
|
|||||
Sodium minerals and sulfur services
|
1,174,434
|
|
|
462,622
|
|
|
171,503
|
|
|
177,880
|
|
|
207,401
|
|
|||||
Marine transportation
|
219,937
|
|
|
205,287
|
|
|
213,021
|
|
|
238,757
|
|
|
229,282
|
|
|||||
Onshore facilities and transportation
|
1,233,855
|
|
|
1,042,229
|
|
|
993,290
|
|
|
1,689,662
|
|
|
3,406,185
|
|
|||||
Total revenues
|
$
|
2,912,770
|
|
|
$
|
2,028,377
|
|
|
$
|
1,712,493
|
|
|
$
|
2,246,529
|
|
|
$
|
3,846,164
|
|
Equity in earnings of equity investees
|
$
|
43,626
|
|
|
$
|
51,046
|
|
|
$
|
47,944
|
|
|
$
|
54,450
|
|
|
$
|
43,135
|
|
Income (loss) from continuing operations after income taxes
|
$
|
(11,792
|
)
|
|
$
|
82,079
|
|
|
$
|
111,082
|
|
|
$
|
421,585
|
|
|
$
|
106,202
|
|
Net income (loss) attributable to Genesis Energy, L.P.
|
$
|
(6,075
|
)
|
|
$
|
82,647
|
|
|
$
|
113,249
|
|
|
$
|
422,528
|
|
|
$
|
106,202
|
|
Net income (loss) available to Common Unitholders
|
$
|
(75,876
|
)
|
|
$
|
60,652
|
|
|
$
|
113,249
|
|
|
$
|
422,528
|
|
|
$
|
106,202
|
|
Net income (loss) attributable to Common Unitholders per Common Unit: Basic and Diluted
|
$
|
(0.62
|
)
|
|
$
|
0.50
|
|
|
$
|
1.00
|
|
|
$
|
4.10
|
|
|
$
|
1.18
|
|
Cash distributions declared per Common Unit
|
$
|
2.1000
|
|
|
$
|
2.6525
|
|
|
$
|
2.7175
|
|
|
$
|
2.4700
|
|
|
$
|
2.2300
|
|
Balance Sheet Data (at end of period):
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
$
|
443,279
|
|
|
$
|
636,033
|
|
|
$
|
359,569
|
|
|
$
|
306,316
|
|
|
$
|
355,366
|
|
Total assets
(2)
|
$
|
6,479,071
|
|
|
$
|
7,137,481
|
|
|
$
|
5,702,592
|
|
|
$
|
5,459,599
|
|
|
$
|
3,210,624
|
|
Long-term liabilities
(2)
|
$
|
3,704,237
|
|
|
$
|
3,966,602
|
|
|
$
|
3,321,739
|
|
|
$
|
3,136,712
|
|
|
$
|
1,618,276
|
|
Class A Convertible Preferred Units
|
$
|
761,466
|
|
|
$
|
697,151
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Partners' capital:
|
|
|
|
|
|
|
|
|
|
||||||||||
Common unitholders
|
1,690,799
|
|
|
2,026,147
|
|
|
2,130,331
|
|
|
2,029,101
|
|
|
1,229,203
|
|
|||||
Accumulated Other Comprehensive Income (Loss)
|
939
|
|
|
(604
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Noncontrolling interests
|
(11,204
|
)
|
|
(8,079
|
)
|
|
(10,281
|
)
|
|
(8,350
|
)
|
|
—
|
|
|||||
Total partners’ capital
|
$
|
1,680,534
|
|
|
$
|
2,017,464
|
|
|
$
|
2,120,050
|
|
|
$
|
2,020,751
|
|
|
$
|
1,229,203
|
|
Other Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Volumes:
|
|
|
|
|
|
|
|
|
|
||||||||||
Offshore crude oil pipeline (barrels per day)
|
562,467
|
|
|
591,667
|
|
|
581,763
|
|
|
518,211
|
|
|
446,548
|
|
|||||
Onshore crude oil pipeline (barrels per day)
|
247,409
|
|
|
212,768
|
|
|
114,130
|
|
|
144,084
|
|
|
116,225
|
|
|||||
Natural gas transportation volumes (MMBtus/d)
|
432,261
|
|
|
496,302
|
|
|
679,862
|
|
|
708,556
|
|
|
—
|
|
|||||
CO
2
pipeline (Mcf per day)
|
107,674
|
|
|
77,921
|
|
|
97,955
|
|
|
161,409
|
|
|
173,770
|
|
|||||
NaHS sales (DST)
|
150,671
|
|
|
133,404
|
|
|
125,766
|
|
|
127,063
|
|
|
150,038
|
|
|||||
Soda Ash volumes (short tons sold)
|
3,669,206
|
|
|
1,274,421
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
NaOH sales (DST)
|
110,107
|
|
|
84,816
|
|
|
80,021
|
|
|
86,914
|
|
|
94,693
|
|
|||||
Crude oil and petroleum products sales (barrels per day)
|
45,845
|
|
|
51,771
|
|
|
62,484
|
|
|
91,704
|
|
|
99,139
|
|
(1)
|
Our operating results and financial position have been affected by acquisitions and divestitures. For additional information regarding our acquisitions and divestitures during
2018
,
2017
and
2016
, see
Note 4
, related to our acquisitions, and
Note 7
, related to our divestitures, to our Consolidated Financial Statements included in Item 8.
|
(2)
|
As relating to new accounting guidance issued by the FASB which we adopted in 2015, our long-term liabilities and total assets for the years 2015 and after are presented to reflect changes in presentation of debt issuance costs as a direct reduction of related debt liabilities with amortization of debt issuance costs reported as interest expense. Prior to 2015, our debt liabilities were presented as a component of other long term assets.
|
(3)
|
As a result of the adoption of the new revenue recognition standard, prior period amounts have not been adjusted under the modified retrospective method and continue to be reported in accordance with our historic accounting under previous GAAP.
|
•
|
Overview of
2018
Results
|
•
|
Acquisitions, Divestitures and Growth Initiatives
|
•
|
Results of Operations
|
•
|
Other Consolidated Results
|
•
|
Financial Measures
|
•
|
Liquidity and Capital Resources
|
•
|
Commitments and Off-Balance Sheet Arrangements
|
•
|
Critical Accounting Policies and Estimates
|
•
|
Recent Accounting Pronouncements
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
Offshore pipeline transportation
|
285,014
|
|
|
317,540
|
|
|
336,620
|
|
|||
Sodium minerals and sulfur services
|
260,488
|
|
|
130,333
|
|
|
79,508
|
|
|||
Onshore facilities and transportation
|
119,918
|
|
|
96,376
|
|
|
83,364
|
|
|||
Marine transportation
|
47,338
|
|
|
50,294
|
|
|
70,079
|
|
|||
Total Segment Margin
|
$
|
712,758
|
|
|
$
|
594,543
|
|
|
$
|
569,571
|
|
|
Year Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Offshore crude oil pipeline revenue, excluding non-cash revenues
|
$
|
243,049
|
|
|
$
|
267,658
|
|
Offshore natural gas pipeline revenue, excluding non-cash revenues
|
47,048
|
|
|
50,582
|
|
||
Offshore pipeline operating costs, excluding non-cash expenses
|
(57,256
|
)
|
|
(63,231
|
)
|
||
Distributions from equity investments
(1)
|
70,072
|
|
|
80,639
|
|
||
Other
|
(17,899
|
)
|
|
(18,108
|
)
|
||
Offshore pipeline transportation Segment Margin
|
$
|
285,014
|
|
|
$
|
317,540
|
|
|
|
|
|
||||
Volumetric Data 100% basis:
|
|
|
|
||||
Crude oil pipelines (average barrels/day unless otherwise noted):
|
|
|
|
||||
CHOPS
|
202,121
|
|
|
213,527
|
|
||
Poseidon
|
234,960
|
|
|
253,547
|
|
||
Odyssey
|
115,239
|
|
|
116,408
|
|
||
GOPL
(2)
|
10,147
|
|
|
8,185
|
|
||
Total crude oil offshore pipelines
|
562,467
|
|
|
591,667
|
|
||
|
|
|
|
||||
Natural gas transportation volumes (MMBtus/d)
|
432,261
|
|
|
496,302
|
|
||
|
|
|
|
||||
Volumetric Data net to our ownership interest
(3)
:
|
|
|
|
||||
Crude oil pipelines (average barrels/day unless otherwise noted):
|
|
|
|
||||
CHOPS
|
202,121
|
|
|
213,527
|
|
||
Poseidon
|
150,374
|
|
|
162,270
|
|
||
Odyssey
|
33,419
|
|
|
33,758
|
|
||
GOPL
(2)
|
10,147
|
|
|
8,185
|
|
||
Total crude oil offshore pipelines
|
396,061
|
|
|
417,740
|
|
||
|
|
|
|
||||
Natural gas transportation volumes (MMBtus/d)
|
164,706
|
|
|
222,729
|
|
(1)
|
Offshore pipeline transportation Segment Margin includes distributions received from our offshore pipeline joint ventures accounted for under the equity method of accounting in 2018 and 2017, respectively.
|
(2)
|
One of our wholly-owned subsidiaries (GEL Offshore Pipeline, LLC, or "GOPL") owns our undivided interest in the Eugene Island pipeline system.
|
(3)
|
Volumes are the product of our effective ownership interest throughout the year, including changes in ownership interest, multiplied by the relevant throughput over the given year.
|
|
Year Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Volumes sold :
|
|
|
|
||||
NaHS volumes (Dry short tons "DST")
|
150,671
|
|
|
133,404
|
|
||
Soda Ash volumes (short tons sold)
(1)
|
3,669,206
|
|
|
1,274,421
|
|
||
NaOH (caustic soda) volumes (dry short tons sold)
(1)
|
110,107
|
|
|
84,816
|
|
||
Total
|
3,929,984
|
|
|
1,492,641
|
|
||
|
|
|
|
||||
Revenues (in thousands):
|
|
|
|
||||
NaHS revenues, excluding non-cash revenues
|
$
|
181,391
|
|
|
$
|
149,392
|
|
NaOH (caustic soda) revenues
|
61,344
|
|
|
42,725
|
|
||
Revenues associated with Alkali Business
|
829,023
|
|
|
273,288
|
|
||
Other revenues
|
7,020
|
|
|
5,384
|
|
||
Total external segment revenues, excluding non-cash revenues
|
$
|
1,078,778
|
|
|
$
|
470,789
|
|
|
|
|
|
||||
Sodium minerals and sulfur services operating costs, excluding non-cash items
|
(818,290
|
)
|
|
(340,456
|
)
|
||
|
|
|
|
||||
Segment Margin (in thousands)
|
$
|
260,488
|
|
|
$
|
130,333
|
|
|
|
|
|
||||
Average index price for NaOH per DST
(2)
|
$
|
768
|
|
|
$
|
635
|
|
(1)
|
Includes sales volumes from September 1, 2017, the date on which we acquired our Alkali Business.
|
(2)
|
Source: IHS Chemical
|
•
|
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, railcars and pipelines;
|
•
|
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;
|
|
Year Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Gathering, marketing, and logistics revenue
|
$
|
1,154,114
|
|
|
$
|
971,442
|
|
Crude oil and CO
2
pipeline tariffs and revenues from direct financing leases of CO
2
pipelines
|
74,895
|
|
|
67,226
|
|
||
Payments received under direct financing leases not included in income
|
7,633
|
|
|
6,921
|
|
||
Crude oil and products costs, excluding unrealized gains and losses from derivative transactions
|
(1,038,386
|
)
|
|
(866,239
|
)
|
||
Operating costs, excluding non-cash charges for long-term incentive compensation and other non-cash expenses
|
(88,391
|
)
|
|
(87,007
|
)
|
||
Other
|
10,053
|
|
|
4,033
|
|
||
Segment Margin
|
$
|
119,918
|
|
|
$
|
96,376
|
|
|
|
|
|
||||
Volumetric Data (average barrels/day unless otherwise noted):
|
|
|
|
||||
Onshore crude oil pipelines:
|
|
|
|
||||
Texas
|
33,303
|
|
|
32,684
|
|
||
Jay
|
14,036
|
|
|
14,155
|
|
||
Mississippi
|
6,359
|
|
|
8,290
|
|
||
Louisiana
(1)
|
159,754
|
|
|
135,310
|
|
||
Wyoming
(2)
|
33,957
|
|
|
22,329
|
|
||
Onshore crude oil pipelines total
|
247,409
|
|
|
212,768
|
|
||
|
|
|
|
||||
CO
2
pipeline (average Mcf/day):
|
|
|
|
||||
Free State
|
107,674
|
|
|
77,921
|
|
||
|
|
|
|
||||
Crude oil and petroleum products sales:
|
|
|
|
||||
Total crude oil and petroleum products sales
|
45,845
|
|
|
51,771
|
|
||
Rail unload volumes
(3)
|
89,082
|
|
|
52,877
|
|
(1)
|
Total daily volume for the years ended December 31, 2018 and December 31, 2017 includes 55,202 and 56,748 barrels per day respectively of intermediate refined products associated with our Port of Baton Rouge Terminal pipelines which became operational in the fourth quarter of 2016.
|
(2)
|
The volumes presented for 2018 represent the average barrels/day through September 30, 2018, as the relevant assets were divested in October 2018.
|
(3)
|
Includes total barrels for unloading at all rail facilities.
|
|
Year Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Revenues (in thousands):
|
|
|
|
||||
Inland freight revenues
|
$
|
93,091
|
|
|
$
|
82,354
|
|
Offshore freight revenues
|
70,804
|
|
|
73,540
|
|
||
Other rebill revenues
(1)
|
56,042
|
|
|
49,393
|
|
||
Total segment revenues
|
$
|
219,937
|
|
|
$
|
205,287
|
|
|
|
|
|
||||
Operating costs, excluding non-cash charges for equity-based compensation and other non-cash expenses
|
$
|
172,599
|
|
|
$
|
154,993
|
|
|
|
|
|
||||
Segment Margin (in thousands)
|
$
|
47,338
|
|
|
$
|
50,294
|
|
|
|
|
|
||||
Fleet Utilization:
(2)
|
|
|
|
||||
Inland Barge Utilization
|
95.2
|
%
|
|
90.4
|
%
|
||
Offshore Barge Utilization
|
93.5
|
%
|
|
98.2
|
%
|
|
Year Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
General and administrative expenses not separately identified below:
|
|
|
|
||||
Corporate
|
$
|
50,918
|
|
|
$
|
51,160
|
|
Segment
|
4,532
|
|
|
3,684
|
|
||
Long-term incentive based compensation plan expense
|
2,345
|
|
|
(2,272
|
)
|
||
Third party costs related to business development activities and growth projects
|
9,103
|
|
|
13,849
|
|
||
Total general and administrative expenses
|
$
|
66,898
|
|
|
$
|
66,421
|
|
|
Year Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Depreciation and depletion expense
|
$
|
290,070
|
|
|
$
|
227,540
|
|
Amortization of intangible assets
|
21,835
|
|
|
23,612
|
|
||
Amortization of CO
2
volumetric production payments
|
1,285
|
|
|
1,328
|
|
||
Total depreciation, depletion and amortization expense
|
$
|
313,190
|
|
|
$
|
252,480
|
|
|
Year Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Interest expense, senior secured credit facility (including commitment fees)
|
$
|
62,439
|
|
|
$
|
51,587
|
|
Interest expense, senior unsecured notes
|
159,175
|
|
|
128,983
|
|
||
Amortization and write-off of debt issuance costs and discount
|
10,914
|
|
|
11,214
|
|
||
Capitalized interest
|
(3,337
|
)
|
|
(15,022
|
)
|
||
Net interest expense
|
$
|
229,191
|
|
|
$
|
176,762
|
|
|
Year Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(in thousands)
|
||||||
Offshore crude oil pipeline revenue
|
$
|
267,658
|
|
|
$
|
270,454
|
|
Offshore natural gas pipeline revenue
|
50,582
|
|
|
64,225
|
|
||
Offshore pipeline operating costs, excluding non-cash expenses
|
(63,231
|
)
|
|
(72,009
|
)
|
||
Distributions from equity investments
|
80,639
|
|
|
84,321
|
|
||
Other
|
(18,108
|
)
|
|
(10,371
|
)
|
||
Offshore Pipeline Transportation Segment Margin
(1)
|
$
|
317,540
|
|
|
$
|
336,620
|
|
|
|
|
|
||||
Volumetric Data 100% basis:
|
|
|
|
||||
Offshore crude oil pipelines (average barrels/day unless otherwise noted):
|
|
|
|
||||
CHOPS
|
213,527
|
|
|
204,533
|
|
||
Poseidon
|
253,547
|
|
|
262,829
|
|
||
Odyssey
|
116,408
|
|
|
106,933
|
|
||
GOPL
(2)
|
8,185
|
|
|
7,468
|
|
||
Total crude oil offshore pipelines
|
591,667
|
|
|
581,763
|
|
||
|
|
|
|
||||
Natural gas transportation volumes (MMBtus/d)
|
496,302
|
|
|
679,862
|
|
||
|
|
|
|
||||
Volumetric Data net to our ownership interest
(3)
:
|
|
|
|
||||
Offshore crude oil pipelines (average barrels/day unless otherwise noted):
|
|
|
|
||||
CHOPS
|
213,527
|
|
|
204,533
|
|
||
Poseidon
|
162,270
|
|
|
168,211
|
|
||
Odyssey
|
33,758
|
|
|
31,011
|
|
||
GOPL
(2)
|
8,185
|
|
|
7,468
|
|
||
Total crude oil offshore pipelines
|
417,740
|
|
|
411,223
|
|
||
|
|
|
|
||||
Natural gas transportation volumes (MMBtus/d)
|
222,729
|
|
|
398,190
|
|
(1)
|
Offshore Pipeline Transportation Segment Margin includes distributions received from our offshore pipeline joint ventures accounted for under the equity method of accounting in 2017 and 2016, respectively.
|
(2)
|
One of our wholly-owned subsidiaries (GEL Offshore Pipeline, LLC, or "GOPL") owns our undivided interest in the Eugene Island pipeline system.
|
(3)
|
Volumes are the product of our effective ownership interest throughout the year, including changes in ownership interest, multiplied by the relevant throughput over the given year.
|
|
Year Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
Volumes sold:
|
|
|
|
||||
NaHS volumes (Dry short tons "DST")
|
133,404
|
|
|
125,766
|
|
||
Soda Ash volumes (short tons sold)
(1)
|
1,274,421
|
|
|
—
|
|
||
NaOH (caustic soda) volumes (dry short tons sold)
(1)
|
84,816
|
|
|
80,021
|
|
||
Total
|
1,492,641
|
|
|
205,787
|
|
||
|
|
|
|
||||
Revenues (in thousands):
|
|
|
|
||||
NaHS revenues
|
$
|
149,392
|
|
|
$
|
136,240
|
|
NaOH (caustic soda) revenues
|
42,725
|
|
|
39,413
|
|
||
Revenues associated with Alkali Business
|
273,288
|
|
|
—
|
|
||
Other revenues
|
5,384
|
|
|
5,012
|
|
||
Total external segment revenues
|
$
|
470,789
|
|
|
$
|
180,665
|
|
|
|
|
|
||||
Sodium minerals and sulfur services operating costs, excluding non-cash items
|
$
|
(340,456
|
)
|
|
$
|
(101,157
|
)
|
|
|
|
|
||||
Segment Margin (in thousands)
|
$
|
130,333
|
|
|
$
|
79,508
|
|
|
|
|
|
||||
Average index price for NaOH per DST
(2)
|
$
|
635
|
|
|
$
|
480
|
|
(1)
|
Includes sales volumes from September 1, 2017, the date on which we acquired our Alkali Business.
|
(2)
|
Source: IHS Chemical
|
|
Year Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(in thousands)
|
||||||
Gathering, marketing, and logistics revenue
|
$
|
971,442
|
|
|
$
|
930,347
|
|
Crude oil and CO
2
tariffs and revenues from direct financing leases of CO
2
pipelines
|
67,226
|
|
|
58,567
|
|
||
Payments received under direct financing leases not included in income
|
6,921
|
|
|
6,277
|
|
||
Crude oil and products costs, excluding unrealized gains and losses from derivative transactions
|
(866,239
|
)
|
|
(823,780
|
)
|
||
Operating costs, excluding non-cash charges for equity-based compensation and other non-cash expenses
|
(87,007
|
)
|
|
(94,592
|
)
|
||
Other
|
4,033
|
|
|
6,545
|
|
||
Segment Margin
|
$
|
96,376
|
|
|
$
|
83,364
|
|
|
|
|
|
||||
Volumetric Data (average barrels/day unless otherwise noted):
|
|
|
|
||||
Onshore crude oil pipelines:
|
|
|
|
||||
Texas
|
32,684
|
|
|
33,814
|
|
||
Jay
|
14,155
|
|
|
14,815
|
|
||
Mississippi
|
8,290
|
|
|
10,247
|
|
||
Louisiana
(1)
|
135,310
|
|
|
44,295
|
|
||
Wyoming
|
22,329
|
|
|
10,959
|
|
||
Onshore crude oil pipelines total
|
212,768
|
|
|
114,130
|
|
||
|
|
|
|
||||
CO
2
pipeline (average Mcf/day):
|
|
|
|
||||
Free State
|
77,921
|
|
|
97,955
|
|
||
|
|
|
|
||||
Crude oil and petroleum products sales:
|
|
|
|
||||
Total crude oil and petroleum products sales
|
51,771
|
|
|
62,484
|
|
||
Rail load/unload volumes
(2)
|
52,877
|
|
|
19,691
|
|
(1)
|
Total daily volume for the years ended December 31, 2017 and December 31, 2016 includes 56,748 and 8,997 barrels per day respectively of intermediate refined products associated with our Port of Baton Rouge Terminal pipelines which became operational in the fourth quarter of 2016. Additionally, this includes 14,117 barrels per day for the year ended December 31, 2017 of crude oil associated with our new Raceland Pipeline which became fully operational in the second quarter of 2017.
|
(2)
|
Includes total barrels for either loading or unloading at all rail facilities.
|
|
Year Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
Revenues (in thousands):
|
|
|
|
||||
Inland freight revenues
|
$
|
82,354
|
|
|
$
|
88,502
|
|
Offshore freight revenues
|
73,540
|
|
|
85,594
|
|
||
Other rebill revenues
(1)
|
49,393
|
|
|
38,925
|
|
||
Total segment revenues
|
$
|
205,287
|
|
|
$
|
213,021
|
|
|
|
|
|
||||
Operating costs, excluding non-cash charges for equity-based compensation and other non-cash expenses
|
$
|
154,993
|
|
|
$
|
142,942
|
|
|
|
|
|
||||
Segment Margin (in thousands)
|
$
|
50,294
|
|
|
$
|
70,079
|
|
|
|
|
|
||||
Fleet Utilization:
(2)
|
|
|
|
||||
Inland Barge Utilization
|
90.4
|
%
|
|
91.4
|
%
|
||
Offshore Barge Utilization
|
98.2
|
%
|
|
90.5
|
%
|
|
Year Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(in thousands)
|
||||||
General and administrative expenses not separately identified below:
|
|
|
|
||||
Corporate
|
$
|
51,160
|
|
|
$
|
35,841
|
|
Segment
|
3,684
|
|
|
3,264
|
|
||
Equity-based compensation plan expense
|
(2,272
|
)
|
|
4,575
|
|
||
Third party costs related to business development activities and growth projects
|
13,849
|
|
|
1,945
|
|
||
Total general and administrative expenses
|
$
|
66,421
|
|
|
$
|
45,625
|
|
|
Year Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(in thousands)
|
||||||
Depreciation and depletion expense
|
$
|
227,540
|
|
|
$
|
193,976
|
|
Amortization of intangible assets
|
23,612
|
|
|
24,310
|
|
||
Amortization of CO
2
volumetric production payments
|
1,328
|
|
|
3,910
|
|
||
Total depreciation, depletion and amortization expense
|
$
|
252,480
|
|
|
$
|
222,196
|
|
|
Year Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(in thousands)
|
||||||
Interest expense, senior secured credit facility (including commitment fees)
|
$
|
51,587
|
|
|
$
|
41,948
|
|
Interest expense, senior unsecured notes
|
128,983
|
|
|
114,437
|
|
||
Amortization and write-off of debt issuance costs and premium
|
11,214
|
|
|
10,138
|
|
||
Capitalized interest
|
(15,022
|
)
|
|
(26,576
|
)
|
||
Net interest expense
|
$
|
176,762
|
|
|
$
|
139,947
|
|
(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.
|
|
|
|
Year Ended
December 31, |
||||||
|
|
|
2018
|
|
2017
|
||||
I.
|
Applicable to all Non-GAAP Measures
|
|
|
|
|
||||
|
Differences in timing of cash receipts for certain contractual arrangements
1
|
|
$
|
(6,629
|
)
|
|
$
|
(17,540
|
)
|
|
Adjustment regarding direct financing leases
2
|
|
7,633
|
|
|
6,921
|
|
||
|
Certain non-cash items:
|
|
|
|
|
||||
|
Unrealized (gain) loss on derivative transactions excluding fair value hedges, net of changes in inventory value
|
|
(10,455
|
)
|
|
9,942
|
|
||
|
Loss on debt extinguishment
|
|
3,339
|
|
|
6,242
|
|
||
|
Adjustment regarding equity investees
3
|
|
28,088
|
|
|
31,852
|
|
||
|
Other
|
|
869
|
|
|
5,326
|
|
||
|
Sub-total Select Items, net
4
|
|
22,845
|
|
|
42,743
|
|
||
II.
|
Applicable only to Available Cash before Reserves
|
|
|
|
|
||||
|
Certain transaction costs
5
|
|
9,103
|
|
|
16,833
|
|
||
|
Equity compensation adjustments
|
|
(207
|
)
|
|
(1,227
|
)
|
||
|
Other
6
|
|
16,208
|
|
|
946
|
|
||
|
Total Select Items, net
7
|
|
$
|
47,949
|
|
|
$
|
59,295
|
|
|
Year Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Net income (loss) attributable to Genesis Energy, L.P.
|
$
|
(6,075
|
)
|
|
$
|
82,647
|
|
Income Tax expense (benefit)
|
1,498
|
|
|
(3,959
|
)
|
||
Depreciation, depletion, amortization, and accretion
|
317,186
|
|
|
262,021
|
|
||
Impairment expense
|
126,282
|
|
|
—
|
|
||
Plus (minus) Select Items, net
|
47,949
|
|
|
59,295
|
|
||
Maintenance capital utilized
|
(19,955
|
)
|
|
(13,020
|
)
|
||
Cash tax expense
|
(835
|
)
|
|
(100
|
)
|
||
Other
|
—
|
|
|
2,148
|
|
||
Available Cash before Reserves
|
$
|
466,050
|
|
|
$
|
389,032
|
|
•
|
working capital, primarily inventories and trade receivables and payables;
|
•
|
routine operating expenses;
|
•
|
capital growth and maintenance projects;
|
•
|
acquisitions of assets or businesses;
|
•
|
interest payments related to outstanding debt; and
|
•
|
quarterly cash distributions to our unitholders.
|
|
2022 Notes
|
|
2023 Notes
|
|
2024 Notes
|
|
2025 Notes
|
|
2026 Notes
|
Redemption right beginning on
|
August 1, 2018
|
|
May 15, 2018
|
|
June 15, 2019
|
|
October 1, 2020
|
|
February 15, 2021
|
Redemption of up to 35% of the principal amount of notes with the proceeds of an equity offering permitted prior to
|
August 1, 2018
|
|
May 15, 2018
|
|
June 15, 2019
|
|
October 1, 2020
|
|
February 15, 2021
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
(in thousands)
|
|
|
||||||
Capital expenditures for fixed and intangible assets:
|
|
|
|
|
|
||||||
Maintenance capital expenditures:
|
|
|
|
|
|
||||||
Offshore pipeline transportation assets
|
$
|
4,202
|
|
|
$
|
5,037
|
|
|
$
|
3,530
|
|
Sodium mineral and sulfur services assets
|
55,377
|
|
|
24,045
|
|
|
2,274
|
|
|||
Marine transportation assets
|
18,308
|
|
|
27,295
|
|
|
14,007
|
|
|||
Onshore facilities and transportation assets
|
3,340
|
|
|
5,381
|
|
|
10,563
|
|
|||
Information technology systems
|
72
|
|
|
286
|
|
|
547
|
|
|||
Total maintenance capital expenditures
|
81,299
|
|
|
62,044
|
|
|
30,921
|
|
|||
Growth capital expenditures:
|
|
|
|
|
|
||||||
Offshore pipeline transportation assets
|
$
|
501
|
|
|
$
|
3,778
|
|
|
$
|
7,657
|
|
Sodium minerals and sulfur services assets
|
19,335
|
|
|
5,424
|
|
|
—
|
|
|||
Marine transportation assets
|
12,560
|
|
|
41,119
|
|
|
64,797
|
|
|||
Onshore facilities and transportation assets
|
47,770
|
|
|
143,742
|
|
|
306,075
|
|
|||
Information technology systems
|
2,704
|
|
|
266
|
|
|
7,056
|
|
|||
Total growth capital expenditures
|
82,870
|
|
|
194,329
|
|
|
385,585
|
|
|||
Total capital expenditures for fixed and intangible assets
|
164,169
|
|
|
256,373
|
|
|
416,506
|
|
|||
Capital expenditures for business combinations, net of liabilities assumed:
|
|
|
|
|
|
||||||
Acquisition of Alkali Business
|
$
|
—
|
|
|
$
|
1,325,000
|
|
|
$
|
—
|
|
Acquisition of remaining interest in equity investment
|
—
|
|
|
—
|
|
|
35,090
|
|
|||
Total business combinations capital expenditures
|
—
|
|
|
1,325,000
|
|
|
35,090
|
|
|||
Capital expenditures related to equity investees
|
3,018
|
|
|
—
|
|
|
—
|
|
|||
Total capital expenditures
|
$
|
167,187
|
|
|
$
|
1,581,373
|
|
|
$
|
451,596
|
|
•
|
less the amount of cash reserves that our general partner determines in its reasonable discretion is necessary or appropriate to:
|
•
|
provide for the proper conduct of our business;
|
•
|
comply with applicable law, any of our debt instruments, or other agreements; or
|
•
|
provide funds for distributions to our unitholders for any one or more of the next four quarters;
|
•
|
plus all cash on hand on the date of determination of available cash for the quarter resulting from working capital borrowings. Working capital borrowings are generally borrowings that are made under our credit facility and in all cases are used solely for working capital purposes or to pay distributions to partners.
|
Distribution For
|
|
Date Paid
|
|
Per Unit
Amount
|
|
Total
Amount
|
||||
2016
|
|
|
|
|
|
|
||||
4
th
Quarter
|
|
February 14, 2017
|
|
$
|
0.7100
|
|
|
$
|
83,765
|
|
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
|
|
$
|
0.5400
|
|
|
$
|
66,193
|
|
4
th
Quarter
|
|
February 14, 2019
|
(1)
|
$
|
0.5500
|
|
|
$
|
67,419
|
|
(1)
|
This distribution was paid on
February 14, 2019
to unitholders of record as of
January 31, 2019
.
|
|
Payments Due by Period
|
||||||||||||||||||
Commercial Cash Obligations and
Commitments
|
Less than
one year
|
|
1 - 3 years
|
|
3 - 5 Years
|
|
More than
5 years
|
|
Total
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,102,713
|
|
|
$
|
1,329,750
|
|
|
$
|
3,432,463
|
|
Estimated interest payable on long-term debt
(2)
|
228,520
|
|
|
457,040
|
|
|
254,654
|
|
|
138,482
|
|
|
1,078,696
|
|
|||||
Operating lease obligations
|
46,042
|
|
|
70,029
|
|
|
55,087
|
|
|
126,229
|
|
|
297,387
|
|
|||||
Unconditional purchase obligations
(3)
|
115,264
|
|
|
8,100
|
|
|
8,100
|
|
|
12,150
|
|
|
143,614
|
|
|||||
Asset retirement obligations
(4)
|
67,544
|
|
|
31,139
|
|
|
—
|
|
|
141,182
|
|
|
239,865
|
|
|||||
Total
|
$
|
457,370
|
|
|
$
|
566,308
|
|
|
$
|
2,420,554
|
|
|
$
|
1,747,793
|
|
|
$
|
5,192,025
|
|
(1)
|
Our credit facility allows us to repay and re-borrow funds at any time through the maturity date of
May 9, 2022
. We have
$750 million
in aggregate principal amount of senior unsecured notes that mature on
August 1, 2022
(the "2022 Notes"),
$400 million
in aggregate principal amount of senior unsecured notes that mature on
May 15, 2023
(the "2023 Notes"),
$350 million
in aggregate principal amount of senior unsecured notes that mature on
June 15, 2024
(the "2024 Notes"),
$550 million
in aggregate principal amount of senior unsecured notes that mature on
October 1, 2025
(the"2025 Notes"), and
$450 million
in aggregate principal amount of senior unsecured notes that mature on
May 15, 2026
(the "2026 Notes").
|
(2)
|
Interest on our long-term debt under our credit facility is at market-based rates. The interest rates on our 2022, 2023, 2024, 2025, and 2026 Notes are
6.75%
.
6.00%
,
5.625%
,
6.50%
, and
6.25%
, respectively. The amount shown for interest payments represents the amount that would be paid if the debt outstanding at
December 31, 2018
under our credit facility remained outstanding through the final maturity date of
May 9, 2022
and interest rates remained at the
December 31, 2018
market levels through the final maturity date. Also included is the interest on our senior unsecured notes through their respective maturity dates.
|
(3)
|
Unconditional purchase obligations include agreements to purchase goods and services that are enforceable and legally binding and specify all significant terms. Contracts to purchase crude oil, petroleum products, and other chemicals and utilities are generally at market-based prices. For purposes of this table, estimated volumes and market prices at
December 31, 2018
were used to value those obligations. The actual physical volumes and settlement prices may vary from the assumptions used in the table. Uncertainties involved in these estimates include levels of production at the wellhead, changes in market prices and other conditions beyond our control.
|
(4)
|
Represents the estimated future asset retirement obligations on a discounted basis. The recorded asset retirement obligation on our balance sheet at
December 31, 2018
was
$239.9 million
and is further discussed in
Note 7
to our Consolidated Financial Statements.
|
|
Unit of
Measure
for Volume
|
|
Contract
Volumes
(in 000’s)
|
|
Unit of
Measure
for Price
|
|
Weighed
Average
Market
Price
|
|
Contract
Value
(in 000’s)
|
|
Mark-to
Market
Change
(in 000’s)
|
|
Settlement
Value
(in 000’s)
|
|||||||||
Futures and Swap Contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Sell (Short) Contracts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Crude Oil
|
Bbl
|
|
349
|
|
|
Bbl
|
|
$
|
51.48
|
|
|
$
|
17,578
|
|
|
$
|
(1,304
|
)
|
|
$
|
16,274
|
|
Natural Gas Swaps
|
MMBTU
|
|
502
|
|
|
MMBTU
|
|
$
|
0.62
|
|
|
$
|
3,120
|
|
|
$
|
(1,149
|
)
|
|
$
|
1,971
|
|
Diesel
|
Bbl
|
|
2
|
|
|
Gal
|
|
$
|
1.89
|
|
|
$
|
159
|
|
|
$
|
(17
|
)
|
|
$
|
142
|
|
#6 Fuel Oil
|
Bbl
|
|
382
|
|
|
Bbl
|
|
$
|
51.41
|
|
|
$
|
19,639
|
|
|
$
|
(1,631
|
)
|
|
$
|
18,008
|
|
Natural Gas
|
MMBTU
|
|
137
|
|
|
MMBTU
|
|
$
|
2.91
|
|
|
$
|
4,839
|
|
|
$
|
(166
|
)
|
|
$
|
4,673
|
|
RBOB Gas
|
Bbl
|
|
2
|
|
|
Gal
|
|
$
|
1.35
|
|
|
$
|
113
|
|
|
$
|
(4
|
)
|
|
$
|
109
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Buy (Long) Contracts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Crude Oil
|
Bbl
|
|
234
|
|
|
Bbl
|
|
$
|
49.37
|
|
|
$
|
11,553
|
|
|
$
|
(522
|
)
|
|
$
|
11,031
|
|
Diesel
|
Bbl
|
|
2
|
|
|
Gal
|
|
$
|
1.85
|
|
|
$
|
155
|
|
|
$
|
(14
|
)
|
|
$
|
141
|
|
#6 Fuel Oil
|
Bbl
|
|
40
|
|
|
Bbl
|
|
$
|
49.94
|
|
|
$
|
1,998
|
|
|
$
|
(123
|
)
|
|
$
|
1,875
|
|
Natural Gas
|
MMBTU
|
|
590
|
|
|
MMBTU
|
|
2.92
|
|
|
17,169
|
|
|
81
|
|
|
$
|
17,250
|
|
|||
RBOB Gas
|
Bbl
|
|
1
|
|
|
Gal
|
|
1.29
|
|
|
54
|
|
|
1
|
|
|
$
|
55
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Option Contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Written Contracts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Crude Oil
|
Bbl
|
|
26
|
|
|
Bbl
|
|
$
|
2.66
|
|
|
$
|
69
|
|
|
$
|
(21
|
)
|
|
$
|
48
|
|
Name
|
|
Age
|
|
Position
|
Grant E. Sims
|
|
63
|
|
Director, Chairman of the Board, and Chief Executive Officer
|
Conrad P. Albert
|
|
72
|
|
Director
|
James E. Davison
|
|
81
|
|
Director
|
James E. Davison, Jr.
|
|
52
|
|
Director
|
Sharilyn S. Gasaway
|
|
50
|
|
Director
|
Kenneth M. Jastrow II
|
|
71
|
|
Director
|
Jack T. Taylor
|
|
67
|
|
Director
|
Robert V. Deere
|
|
64
|
|
Chief Financial Officer
|
Edward T. Flynn
|
|
60
|
|
Executive Vice President
|
Richard R. Alexander
|
|
43
|
|
Vice President
|
Karen N. Pape
|
|
60
|
|
Senior Vice President and Controller
|
Kristen O. Jesulaitis
|
|
49
|
|
General Counsel
|
William S. Goloway
|
|
58
|
|
Vice President
|
Garland G. Gaspard
|
|
64
|
|
Senior Vice President
|
Chad A. Landry
|
|
55
|
|
Vice President
|
Ryan S. Sims
|
|
35
|
|
Vice President
|
•
|
Grant E. Sims, Chief Executive Officer;
|
•
|
Robert V. Deere, Chief Financial Officer;
|
•
|
Edward T. Flynn, Executive Vice President;
|
•
|
Richard R. Alexander, Vice President;
|
•
|
Chad A. Landry, Vice President.
|
•
|
encourage our executives to build and operate the partnership in a way that is aligned with our common unitholders’ interests, focusing on growing total unitholder returns and growing the asset base with an emphasis on maintaining a focus on the long-term stability of the enterprise so as to not promote inappropriate risk taking;
|
•
|
offer near-term and long-term compensation opportunities that are consistent with industry norms; and
|
•
|
provide appropriate levels of retention to the executive team to ensure long-term continuity and stability for the successful execution of key growth initiatives and projects.
|
•
|
annual base salary
|
•
|
discretionary annual cash and bonus awards
|
•
|
annual grants under long-term incentive arrangements
|
|
2018
|
||
Name
|
Long-Term Incentive Cash
Grant Value
|
||
Grant E. Sims
|
$
|
1,800,000
|
|
Robert V. Deere
|
$
|
600,000
|
|
Edward T. Flynn
|
$
|
900,000
|
|
Richard R. Alexander
|
$
|
600,000
|
|
Chad A. Landry
|
$
|
400,000
|
|
•
|
the company has strong internal financial controls;
|
•
|
base salaries are consistent with employees’ responsibilities so that they are not motivated to take excessive risks to achieve a reasonable level of financial security;
|
•
|
the determination of incentive awards is based on a review of a variety of indicators of performance as well as a meaningful subjective assessment of personal performance, thus diversifying the risk associated with any single indicator of performance;
|
•
|
incentive awards are capped by the G&C Committee;
|
•
|
compensation decisions include discretionary authority to adjust annual awards and payments, which further reduces any business risk associated with our plans; and
|
•
|
long-term incentive awards are designed to provide appropriate awards for dedication to a corporate strategy that delivers long-term returns to unitholders.
|
Name & Principal Position
|
Year
|
|
Salary ($)
|
|
Bonus ($) (2)
|
|
Stock
Awards ($) (3)
|
|
All Other
Compensation ($) (4)
|
|
Total ($)
|
||||||||||
Grant E. Sims
|
2018
|
|
$
|
650,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
193,201
|
|
|
$
|
843,201
|
|
Chief Executive Officer
|
2017
|
|
600,000
|
|
|
1,400,000
|
|
|
593,428
|
|
|
309,287
|
|
|
2,902,715
|
|
|||||
(Principal Executive Officer)
|
2016
|
|
600,000
|
|
|
—
|
|
|
1,744,069
|
|
|
274,531
|
|
|
2,618,600
|
|
|||||
Robert V. Deere
|
2018
|
|
450,000
|
|
|
—
|
|
|
—
|
|
|
137,864
|
|
|
587,864
|
|
|||||
Chief Financial Officer
|
2017
|
|
450,000
|
|
|
450,000
|
|
|
445,063
|
|
|
187,018
|
|
|
1,532,081
|
|
|||||
(Principal Financial Officer)
|
2016
|
|
450,000
|
|
|
—
|
|
|
1,017,376
|
|
|
162,940
|
|
|
1,630,316
|
|
|||||
Edward T. Flynn
(1)
|
2018
|
|
500,000
|
|
|
930,958
|
|
|
—
|
|
|
19,976
|
|
|
1,450,934
|
|
|||||
Executive Vice President
|
2017
|
|
160,680
|
|
|
63,004
|
|
|
—
|
|
|
2,596
|
|
|
226,280
|
|
|||||
Richard R. Alexander
|
2018
|
|
325,000
|
|
|
260,000
|
|
|
—
|
|
|
136,308
|
|
|
721,308
|
|
|||||
Vice President
|
2017
|
|
325,000
|
|
|
640,000
|
|
|
741,761
|
|
|
212,304
|
|
|
1,919,065
|
|
|||||
|
2016
|
|
325,000
|
|
|
—
|
|
|
726,693
|
|
|
154,883
|
|
|
1,206,576
|
|
|||||
Chad A. Landry
|
2018
|
|
325,000
|
|
|
178,750
|
|
|
—
|
|
|
46,106
|
|
|
549,856
|
|
|||||
Vice President
|
2017
|
|
312,500
|
|
|
443,750
|
|
|
311,560
|
|
|
85,770
|
|
|
1,153,580
|
|
|||||
|
2016
|
|
300,000
|
|
|
157,500
|
|
|
290,683
|
|
|
47,811
|
|
|
795,994
|
|
(1)
|
Mr. Flynn became an employee of the partnership on September 1, 2017 upon the acquisition of the Alkali business. The salary presented for 2017 represents his salary earned as an employee of the partnership.
|
(2)
|
The amounts shown represent any retention bonuses vested and paid during 2018, as well as any cash or special bonus awards earned relative to 2018 but paid subsequent to December 31, 2018.
|
(3)
|
The amounts shown in this column represent the aggregate grant date fair value for each NEO’s phantom units granted under our 2010 Long-Term Incentive Plan. The grant date fair value of each award was determined in accordance with accounting guidance for equity-based compensation and is based on the probable outcome of any underlying performance conditions. Assumptions used in the calculation of these amounts are included in
Note 17
to our Consolidated Financial Statements in Item 8.
|
(4)
|
The following table presents the components of "All Other Compensation" for each NEO for the year ended
December 31, 2018
.
|
|
|
||||||||||||||
Name
|
401(k) Matching
and Profit
Sharing
Contributions (a)
|
|
Insurance
Premiums
(b)
|
|
Other
Compensation
(c)
|
|
Totals
|
||||||||
Grant E. Sims
|
$
|
13,750
|
|
|
$
|
1,458
|
|
|
$
|
177,993
|
|
|
$
|
193,201
|
|
Robert V. Deere
|
$
|
30,250
|
|
|
$
|
1,458
|
|
|
$
|
106,156
|
|
|
$
|
137,864
|
|
Edward T. Flynn
|
$
|
19,272
|
|
|
$
|
704
|
|
|
$
|
—
|
|
|
$
|
19,976
|
|
Richard R. Alexander
|
$
|
30,250
|
|
|
$
|
1,458
|
|
|
$
|
104,600
|
|
|
$
|
136,308
|
|
Chad A. Landry
|
$
|
27,266
|
|
|
$
|
1,458
|
|
|
$
|
17,382
|
|
|
$
|
46,106
|
|
(a)
|
Contributions by us to our 401(k) plan on each NEO’s behalf.
|
(b)
|
Term life insurance premiums paid by us on each NEO’s behalf.
|
(c)
|
This column includes cash distributions paid in connection with granted DERs under the 2010 LTIP during 2018.
|
|
|
|
|
Estimated Future Payouts Under
|
|||||||
|
|
|
|
2018 LTIP
(1)
|
|||||||
Name
|
|
Grant Date
|
|
Threshold
|
|
Target
|
|
Maximum
|
|||
Grant E. Sims
|
|
4/10/2018
|
|
1,080,000
|
|
|
1,800,000
|
|
|
3,240,000
|
|
Robert V. Deere
|
|
4/10/2018
|
|
360,000
|
|
|
600,000
|
|
|
1,080,000
|
|
Edward T. Flynn
|
|
4/10/2018
|
|
540,000
|
|
|
900,000
|
|
|
1,620,000
|
|
Richard R. Alexander
|
|
4/10/2018
|
|
360,000
|
|
|
600,000
|
|
|
1,080,000
|
|
Chad A. Landry
|
|
4/10/2018
|
|
240,000
|
|
|
400,000
|
|
|
720,000
|
|
(1)
|
Represents the dollar amount of cash to be paid to each NEO under awards granted on
April 10, 2018
, if the company meets certain performance conditions (threshold, target and maximum) during the
fourth quarter of 2020
, assuming no forfeitures and considering a 1.0 UAM. See additional discussion in "Long-Term Incentive Compensation" above relating to the 2018 LTIP.
|
|
|
|
Stock Awards
(4)
|
||||||||
Name
|
Grant Date
|
|
Equity Incentive Plan Awards: Number of Phantom Units that have not vested (#) (1)
|
Equity Incentive Plan Awards: Market Value of Phantom Units That Have Not Vested ($)
|
Equity Incentive Plan Awards: Number of Unearned Phantom Units That Have Not Vested (#) (1)
|
Equity Incentive Plan Awards: Market Value of Unearned Phantom Units That Have Not Vested ($) (2)
|
|||||
Grant E. Sims
|
4/11/2017
|
|
|
|
18,327
|
|
$
|
—
|
|
||
|
4/12/2016
|
|
|
|
57,089
|
|
$
|
—
|
|
||
Robert V. Deere
|
4/11/2017
|
|
|
|
13,745
|
|
$
|
—
|
|
||
|
4/12/2016
|
|
|
|
33,302
|
|
$
|
—
|
|
||
Edward T. Flynn
|
4/11/2017
|
|
|
|
—
|
|
$
|
—
|
|
||
|
4/12/2016
|
|
|
|
—
|
|
$
|
—
|
|
||
Richard R. Alexander
|
4/11/2017
|
|
|
|
22,908
|
|
$
|
—
|
|
||
|
4/12/2016
|
|
|
|
23,787
|
|
$
|
—
|
|
||
Chad A. Landry
(3)
|
4/11/2017
|
|
3,848
|
|
79,769
|
|
5,774
|
|
$
|
—
|
|
|
4/12/2016
|
|
3,806
|
|
78,898
|
|
5,709
|
|
$
|
—
|
|
(1)
|
The number of performance units in the table reflects a target performance payout. Service based units held by Mr. Landry do not specify threshold, target and maximum payouts levels. For additional information regarding Mr. Landry's units, please see note 3 below.
|
(2)
|
Due to the distribution reset in 2017, the distribution rate per unit was reset during 2017 to a level well below the threshold trigger on the outstanding phantom units. Therefore, we have reflected a market value of these outstanding awards of $0 as of December 31, 2018.
|
(3)
|
Phantom units outstanding for Mr. Landry include 3,806 and 3,848 service based units for 2016 and 2017 respectively. The remainder of the outstanding units held by Mr. Landry represented above are performance based units.
|
(4)
|
The phantom units granted on 4/11/2016 have a vest date of 4/11/2019 and the phantom units granted on 4/11/2017 have a vest date of 4/11/2020.
|
|
|
Phantom Unit Awards
|
|||||
Name
|
|
Number of Phantom Units Vested (#)
|
|
Value Realized on Vesting ($)
|
|||
Grant E. Sims
|
|
38,470
|
|
|
$
|
—
|
|
Robert V. Deere
|
|
14,427
|
|
|
$
|
—
|
|
Edward T. Flynn
|
|
—
|
|
|
$
|
—
|
|
Richard R. Alexander
|
|
12,824
|
|
|
$
|
—
|
|
Chad A. Landry
|
|
6,412
|
|
|
$
|
50,992
|
|
•
|
“Cause” means, in general, if the executive commits theft, embezzlement, forgery, any other act of dishonesty relating the executive’s employment or violates our policies or any law, rule, or regulation applicable to us, is convicted of a felony or lesser crime having as its predicate element fraud, dishonesty, or misappropriation, fails to perform his duties under the employment agreement or commits an act or intentionally fails to act, which act or failure to act amounts to gross negligence or willful misconduct.
|
•
|
“Good Reason” means, in general, following a change of control which results in a substantial diminution of the executive’s duties, compensation, or benefits; executive’s removal from position as Vice President (other than for cause, death or disability, or being offered an equivalent position); or our failure to make any payment to the executive required under the terms of his employment agreement.
|
•
|
“Change of control” means, in general, any sale of equity in us or our general partner or sale of substantially all of our assets; any merger, conversion or consolidation of us or our general partner; or any other event that, in each of the foregoing cases, results in any persons or entities having the ability to elect a majority of the members of our board of directors (other than one or more of our executive officers or affiliates).
|
•
|
“Renewal term” means, in general, each one-year term of employment beginning on July 18 of each year, absent either the Company or the executive giving the other party at least 90 days advance written notice of its intent not to renew the employment agreement between them.
|
|
Richard R. Alexander
|
||
Severance pursuant to employment agreement
|
$
|
325,000
|
|
Healthcare
|
25,447
|
|
|
Total
|
$
|
350,447
|
|
Grant E. Sims
|
$
|
1,800,000
|
|
Robert V. Deere
|
$
|
600,000
|
|
Edward T. Flynn
|
$
|
900,000
|
|
Richard A. Alexander
|
$
|
600,000
|
|
Chad A. Landry
|
$
|
558,667
|
|
|
Grant E.
Sims
|
|
Robert V.
Deere
|
|
Edward T. Flynn
|
|
Richard R. Alexander
|
|
Chad A. Landry
|
||||||||||
Severance pursuant to employment agreement
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
$
|
325,000
|
|
|
$
|
—
|
|
||
Healthcare
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
$
|
25,447
|
|
|
$
|
—
|
|
||
Cash payment for vested phantom units under 2010 LTIP
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
158,667
|
|
||||
Cash payment for vested awards under 2018 LTIP
|
$
|
2,520,000
|
|
|
$
|
840,000
|
|
|
$
|
1,260,000
|
|
|
$
|
840,000
|
|
|
$
|
560,000
|
|
Total
|
$
|
2,520,000
|
|
|
$
|
840,000
|
|
|
$
|
1,260,000
|
|
|
$
|
1,190,447
|
|
|
$
|
718,667
|
|
Name
|
Fees Earned or Paid in Cash ($) (1)
|
|
Stock
Awards
($) (2) (3)
|
|
All Other
Compensation
($) (4)
|
|
Total
|
||||||||
James E. Davison
|
$
|
80,000
|
|
|
$
|
100,000
|
|
|
$
|
20,473
|
|
|
$
|
200,473
|
|
James E. Davison, Jr.
|
$
|
80,000
|
|
|
$
|
100,000
|
|
|
$
|
20,473
|
|
|
$
|
200,473
|
|
Sharilyn S. Gasaway
|
$
|
102,500
|
|
|
$
|
112,500
|
|
|
$
|
23,031
|
|
|
$
|
238,031
|
|
Kenneth M. Jastrow II
|
$
|
92,500
|
|
|
$
|
112,500
|
|
|
$
|
23,031
|
|
|
$
|
228,031
|
|
Conrad P. Albert
|
$
|
92,500
|
|
|
$
|
102,500
|
|
|
$
|
20,986
|
|
|
$
|
215,986
|
|
Jack T. Taylor
|
$
|
92,500
|
|
|
$
|
102,500
|
|
|
$
|
20,986
|
|
|
$
|
215,986
|
|
(1)
|
Amounts include annual retainer fees and fees for attending meetings.
|
(2)
|
Amounts in this column represent the fair value of the awards of phantom units under our 2010 LTIP on the date of grant, as calculated in accordance with accounting guidance for equity-based compensation.
|
(3)
|
Outstanding awards to directors at
December 31, 2018
consist of phantom units granted under our 2010 LTIP. Messrs. James Davison and James Davison, Jr. each hold
10,507
outstanding phantom units, Messrs. Jastrow, Albert, Taylor and Ms. Gasaway hold
11,819
,
10,769
,
10,769
and
11,819
outstanding phantom units, respectively.
|
(4)
|
Amounts in this column represent the amounts paid for tandem DERs related to outstanding phantom units granted under our 2010 LTIP.
|
|
|
Class A Common Units
|
|
Class B Common Units
|
||||||||
Name and Address of Beneficial Owner
|
|
Amount and Nature of Beneficial Ownership
|
(1)
|
Percent of Class
|
|
Amount and Nature of Beneficial Ownership
|
|
Percent of Class
|
||||
Conrad P. Albert
|
|
5,000
|
|
|
*
|
|
|
—
|
|
|
—
|
|
James E. Davison
|
|
3,476,282
|
|
(2)
|
2.8
|
%
|
|
9,453
|
|
|
23.6
|
%
|
James E. Davison, Jr.
|
|
5,323,932
|
|
(3)
|
4.3
|
%
|
|
13,648
|
|
|
34.1
|
%
|
Sharilyn S. Gasaway
|
|
279,445
|
|
|
*
|
|
|
1,081
|
|
|
2.7
|
%
|
Kenneth M. Jastrow II
|
|
50,000
|
|
|
*
|
|
|
—
|
|
|
—
|
|
Jack T. Taylor
|
|
12,865
|
|
|
*
|
|
|
—
|
|
|
—
|
|
Grant E. Sims
|
|
3,000,000
|
|
(4)
|
2.4
|
%
|
|
7,087
|
|
|
17.7
|
%
|
Robert V. Deere
|
|
829,987
|
|
|
*
|
|
|
1,052
|
|
|
2.6
|
%
|
Edward T. Flynn
|
|
28,216
|
|
|
*
|
|
|
—
|
|
|
—
|
|
Richard R. Alexander
|
|
15,500
|
|
(5)
|
*
|
|
|
—
|
|
|
—
|
|
Karen N. Pape
|
|
152,131
|
|
|
*
|
|
|
—
|
|
|
—
|
|
Kristen O. Jesulaitis
|
|
—
|
|
|
*
|
|
|
—
|
|
|
—
|
|
Ryan S. Sims
|
|
4,300
|
|
|
*
|
|
|
—
|
|
|
—
|
|
William S. Goloway
|
|
2,400
|
|
|
*
|
|
|
—
|
|
|
—
|
|
Garland G. Gaspard
|
|
1,247
|
|
|
*
|
|
|
—
|
|
|
—
|
|
Chad A. Landry
|
|
20,000
|
|
|
*
|
|
|
—
|
|
|
—
|
|
All directors and executive officers as a group (16 in total)
|
|
13,201,305
|
|
|
10.8
|
%
|
|
32,321
|
|
|
80.8
|
%
|
|
|
|
|
|
|
|
|
|
||||
Steven K. Davison
|
|
1,892,398
|
|
(6)
|
1.5
|
%
|
|
7,676
|
|
|
19.2
|
%
|
Chickasaw Capital Management, LLC
|
|
10,903,352
|
|
|
8.9
|
%
|
|
—
|
|
|
|
|
OppenheimerFunds, Inc.
|
|
16,568,057
|
|
|
13.5
|
%
|
|
—
|
|
|
|
|
Alerian MLP ETF
|
|
10,845,157
|
|
|
8.9
|
%
|
|
—
|
|
|
|
|
Clearbridge Investments, LLC
|
|
9,800,863
|
|
|
8.0
|
%
|
|
—
|
|
|
|
|
Harvest Fund Advisors, LLC
|
|
6,239,022
|
|
|
5.1
|
%
|
|
|
|
|
*
|
Less than 1%
|
(1)
|
The Class B Common Units, which also are included in the Class A Common Unit total, are identical in most respects to the Class A Common Units and have voting and distribution rights equivalent to those of the Class A Common Units. In addition, the Class B Common Units have the right to elect all of our board of directors and are convertible into Class A Common Units under certain circumstances, subject to certain exceptions.
|
(2)
|
Mr. Davison pledged 1,049,406 of these Class A Common Units as collateral for a loan from a bank. In addition to his direct ownership interests, Mr. Davison is the sole stockholder of Terminal Services, Inc., which owns
1,010,835
Class A Common Units.
|
(3)
|
Mr. Davison, Jr. pledged 1,164,370 of these Class A Common Units as collateral for a loan from a bank.
1,339,383
of these Class A Common Units are held by trusts for Mr. Davison's children.
187,856
of these Class A Common Units are held by the James E. and Margaret A. B. Davison Special Trust.
|
(4)
|
Mr. Sims pledged 1,450,000 of these Class A Common Units as collateral for loans from a bank.
|
(5)
|
Mr. Alexander pledged 10,000 Class A Common Units as collateral for margin brokerage accounts.
|
(6)
|
Includes
147,941
Class A Common units held by the Steven Davison Family Trust.
|
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Audit Fees
(1)
|
$
|
2,977
|
|
|
$
|
2,867
|
|
Tax Fees
(2)
|
—
|
|
|
1,308
|
|
||
All Other Fees
(3)
|
8
|
|
|
4
|
|
||
Total
|
$
|
2,985
|
|
|
$
|
4,179
|
|
(1)
|
Includes fees for the annual audit and quarterly reviews (including internal control evaluation and reporting), SEC registration statements and accounting and financial reporting consultations and research work regarding Generally Accepted Accounting Principles. In addition, this includes fees paid to both Ernst & Young and Deloitte during 2017, as effective June 2017 we changed our registered independent public accounting firm from Deloitte to Ernst & Young.
|
(2)
|
Includes fees for tax return preparation and tax consultations.
|
(3)
|
Includes fees associated with licenses for accounting research software.
|
|
2.1
|
|
|
|
2.2
|
|
|
|
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
|
|
|
|
4.4
|
|
|
|
4.5
|
|
|
|
4.6
|
|
|
4.7
|
|
|
|
4.8
|
|
|
|
4.9
|
|
|
|
4.10
|
|
|
|
4.11
|
|
|
|
4.12
|
|
|
|
4.13
|
|
|
|
4.14
|
|
|
|
4.15
|
|
|
|
4.16
|
|
|
|
4.17
|
|
|
|
4.18
|
|
|
|
4.19
|
|
|
|
4.20
|
|
|
|
4.21
|
|
|
|
4.22
|
|
|
4.23
|
|
|
|
4.24
|
|
|
|
4.25
|
|
|
|
4.26
|
|
|
|
4.27
|
|
|
|
4.28
|
|
|
|
4.29
|
|
|
|
4.30
|
|
|
|
4.31
|
|
|
|
4.32
|
|
|
|
4.33
|
|
|
|
4.34
|
|
|
|
4.35
|
|
|
|
4.36
|
|
|
|
4.37
|
|
|
4.38
|
|
|
|
4.39
|
|
|
|
4.40
|
|
|
|
4.41
|
|
|
|
4.42
|
|
|
|
4.43
|
|
|
|
4.44
|
|
|
|
4.45
|
|
|
|
4.46
|
|
|
|
4.47
|
|
|
|
4.48
|
|
|
|
4.49
|
|
|
|
4.50
|
|
|
|
4.51
|
|
|
4.52
|
|
|
|
4.53
|
|
|
|
4.54
|
|
|
|
10.1
|
|
|
|
10.2
|
|
|
|
10.3
|
|
|
|
10.4
|
|
|
|
10.5
|
|
|
|
10.6
|
|
|
|
10.7
|
|
|
|
10.8
|
|
|
|
10.9
|
|
|
10.10
|
|
|
|
10.11
|
|
|
|
10.12
|
+
|
|
|
10.13
|
+
|
|
|
10.14
|
+
|
|
|
10.15
|
+
|
|
|
10.16
|
+
|
|
|
10.17
|
+
|
|
|
10.18
|
+
|
|
|
10.19
|
+
|
|
|
10.20
|
|
|
|
10.21
|
|
|
|
10.22
|
|
|
|
11.1
|
|
|
*
|
21.1
|
|
|
*
|
23.1
|
|
|
*
|
23.2
|
|
|
*
|
23.3
|
|
|
*
|
23.4
|
|
|
*
|
31.1
|
|
|
*
|
31.2
|
|
|
*
|
32.1
|
|
|
*
|
32.2
|
|
|
*
|
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
|
+
|
A management contract or compensation plan or arrangement.
|
|
|
|
|
|
GENESIS ENERGY, L.P.
|
|
|
|
|
|
(A Delaware Limited Partnership)
|
|
|
|
|
|
|
|
|
|
By:
|
|
GENESIS ENERGY, LLC,
|
|
|
|
|
|
as General Partner
|
|
|
|
|
|
|
Date:
|
February 28, 2019
|
|
By:
|
|
/s/ GRANT E. SIMS
|
|
|
|
|
|
Grant E. Sims
|
|
|
|
|
|
Chief Executive Officer
|
NAME
|
TITLE
|
DATE
|
|
(OF GENESIS ENERGY, LLC)*
|
|
/s/ GRANT E. SIMS
Grant E. Sims
|
Chairman of the Board, Director and Chief Executive Officer
(Principal Executive Officer)
|
February 28, 2019
|
/s/ ROBERT V. DEERE
Robert V. Deere
|
Chief Financial Officer,
(Principal Financial Officer)
|
February 28, 2019
|
/s/ KAREN N. PAPE
Karen N. Pape
|
Senior Vice President and Controller
(Principal Accounting Officer)
|
February 28, 2019
|
/s/ CONRAD P. ALBERT
Conrad P. Albert
|
Director
|
February 28, 2019
|
/s/ JAMES E. DAVISON
James E. Davison
|
Director
|
February 28, 2019
|
/s/ JAMES E. DAVISON, JR.
James E. Davison, Jr.
|
Director
|
February 28, 2019
|
/s/ SHARILYN S. GASAWAY
Sharilyn S. Gasaway
|
Director
|
February 28, 2019
|
/s/ KENNETH M. JASTROW, II
Kenneth M. Jastrow, II
|
Director
|
February 28, 2019
|
/s/ JACK T. TAYLOR
Jack T. Taylor
|
Director
|
February 28, 2019
|
*
|
Genesis Energy, LLC is our general partner.
|
|
Page
|
|
|
|
|
Financial Statements of Significant Equity Investee — Poseidon Oil Pipeline Company, L.L.C.
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
10,300
|
|
|
$
|
9,041
|
|
Accounts receivable—trade, net
|
323,462
|
|
|
495,449
|
|
||
Inventories
|
73,531
|
|
|
88,653
|
|
||
Other
|
35,986
|
|
|
42,890
|
|
||
Total current assets
|
443,279
|
|
|
636,033
|
|
||
FIXED ASSETS, at cost
|
5,440,858
|
|
|
5,601,015
|
|
||
Less: Accumulated depreciation
|
(1,023,825
|
)
|
|
(734,986
|
)
|
||
Net fixed assets
|
4,417,033
|
|
|
4,866,029
|
|
||
MINERALS LEASEHOLDS, net of accumulated depletion
|
560,481
|
|
|
564,506
|
|
||
NET INVESTMENT IN DIRECT FINANCING LEASES, net of unearned income
|
116,925
|
|
|
125,283
|
|
||
EQUITY INVESTEES
|
355,085
|
|
|
381,550
|
|
||
INTANGIBLE ASSETS, net of amortization
|
162,602
|
|
|
182,406
|
|
||
GOODWILL
|
301,959
|
|
|
325,046
|
|
||
OTHER ASSETS, net of amortization
|
121,707
|
|
|
56,628
|
|
||
TOTAL ASSETS
|
$
|
6,479,071
|
|
|
$
|
7,137,481
|
|
LIABILITIES AND PARTNERS’ CAPITAL
|
|
|
|
||||
CURRENT LIABILITIES:
|
|
|
|
||||
Accounts payable—trade
|
$
|
127,327
|
|
|
$
|
270,855
|
|
Accrued liabilities
|
205,507
|
|
|
185,409
|
|
||
Total current liabilities
|
332,834
|
|
|
456,264
|
|
||
SENIOR SECURED CREDIT FACILITY
|
970,100
|
|
|
1,099,200
|
|
||
SENIOR UNSECURED NOTES, net of debt issuance costs
|
2,462,363
|
|
|
2,598,918
|
|
||
DEFERRED TAX LIABILITIES
|
12,576
|
|
|
11,913
|
|
||
OTHER LONG-TERM LIABILITIES
|
259,198
|
|
|
256,571
|
|
||
Total liabilities
|
4,037,071
|
|
|
4,422,866
|
|
||
|
|
|
|
||||
MEZZANINE CAPITAL
|
|
|
|
||||
Class A Convertible Preferred Units, 24,438,022 and 22,411,728 issued and outstanding at December 31, 2018 and 2017, respectively
|
761,466
|
|
|
697,151
|
|
||
|
|
|
|
||||
COMMITMENTS AND CONTINGENCIES (
Note 22
)
|
|
|
|
||||
|
|
|
|
||||
PARTNERS’ CAPITAL:
|
|
|
|
||||
Common unitholders, 122,579,218 and 122,579,218 units issued and outstanding at December 31, 2018 and 2017, respectively
|
1,690,799
|
|
|
2,026,147
|
|
||
Accumulated other comprehensive income (loss)
|
939
|
|
|
(604
|
)
|
||
Noncontrolling interests
|
(11,204
|
)
|
|
(8,079
|
)
|
||
Total partners' capital
|
1,680,534
|
|
|
2,017,464
|
|
||
TOTAL LIABILITIES, MEZZANINE CAPITAL AND PARTNERS’ CAPITAL
|
$
|
6,479,071
|
|
|
$
|
7,137,481
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
REVENUES:
|
|
|
|
|
|
||||||
Offshore pipeline transportation services
|
$
|
284,544
|
|
|
$
|
318,239
|
|
|
$
|
334,679
|
|
Sodium minerals and sulfur services
|
1,174,434
|
|
|
462,622
|
|
|
171,503
|
|
|||
Marine transportation
|
219,937
|
|
|
205,287
|
|
|
213,021
|
|
|||
Onshore facilities and transportation
|
1,233,855
|
|
|
1,042,229
|
|
|
993,290
|
|
|||
Total revenues
|
2,912,770
|
|
|
2,028,377
|
|
|
1,712,493
|
|
|||
COSTS AND EXPENSES:
|
|
|
|
|
|
||||||
Onshore facilities and transportation product costs
|
1,037,688
|
|
|
866,458
|
|
|
823,524
|
|
|||
Onshore facilities and transportation operating costs
|
89,042
|
|
|
102,189
|
|
|
101,103
|
|
|||
Marine transportation operating costs
|
172,527
|
|
|
154,606
|
|
|
142,551
|
|
|||
Sodium minerals and sulfur services operating costs
|
912,491
|
|
|
333,918
|
|
|
91,443
|
|
|||
Offshore pipeline transportation operating costs
|
66,668
|
|
|
72,065
|
|
|
79,624
|
|
|||
General and administrative
|
66,898
|
|
|
66,421
|
|
|
45,625
|
|
|||
Depreciation, depletion and amortization
|
313,190
|
|
|
252,480
|
|
|
222,196
|
|
|||
Impairment expense
|
126,282
|
|
|
—
|
|
|
—
|
|
|||
Gain on sale of assets
|
(42,264
|
)
|
|
(40,311
|
)
|
|
—
|
|
|||
Total costs and expenses
|
2,742,522
|
|
|
1,807,826
|
|
|
1,506,066
|
|
|||
OPERATING INCOME
|
170,248
|
|
|
220,551
|
|
|
206,427
|
|
|||
Equity in earnings of equity investees
|
43,626
|
|
|
51,046
|
|
|
47,944
|
|
|||
Interest expense
|
(229,191
|
)
|
|
(176,762
|
)
|
|
(139,947
|
)
|
|||
Other income (expense)
|
5,023
|
|
|
(16,715
|
)
|
|
—
|
|
|||
Income (loss) from operations before income taxes
|
(10,294
|
)
|
|
78,120
|
|
|
114,424
|
|
|||
Income tax benefit (expense)
|
(1,498
|
)
|
|
3,959
|
|
|
(3,342
|
)
|
|||
NET INCOME (LOSS)
|
(11,792
|
)
|
|
82,079
|
|
|
111,082
|
|
|||
Net loss attributable to noncontrolling interests
|
5,717
|
|
|
568
|
|
|
2,167
|
|
|||
NET INCOME (LOSS) ATTRIBUTABLE TO GENESIS ENERGY, L.P.
|
$
|
(6,075
|
)
|
|
$
|
82,647
|
|
|
$
|
113,249
|
|
Less: Accumulated distributions attributable to Class A Convertible Preferred Units
|
(69,801
|
)
|
|
(21,995
|
)
|
|
—
|
|
|||
NET INCOME (LOSS) AVAILABLE TO COMMON UNITHOLDERS
|
$
|
(75,876
|
)
|
|
$
|
60,652
|
|
|
$
|
113,249
|
|
BASIC AND DILUTED NET INCOME (LOSS) PER COMMON UNIT:
|
|
|
|
|
|
||||||
Basic and Diluted
|
$
|
(0.62
|
)
|
|
$
|
0.50
|
|
|
$
|
1.00
|
|
WEIGHTED AVERAGE OUTSTANDING COMMON UNITS:
|
|
|
|
|
|
||||||
Basic and Diluted
|
122,579
|
|
|
121,546
|
|
|
113,433
|
|
|
Year Ended December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Net income (loss)
|
(11,792
|
)
|
|
82,079
|
|
|
111,082
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|||
Decrease (increase) in benefit plan liability
|
1,543
|
|
|
(604
|
)
|
|
—
|
|
Total Comprehensive income (loss)
|
(10,249
|
)
|
|
81,475
|
|
|
111,082
|
|
Comprehensive loss attributable to non-controlling interests
|
5,717
|
|
|
568
|
|
|
2,167
|
|
Comprehensive income (loss) attributable to Genesis Energy, L.P.
|
(4,532
|
)
|
|
82,043
|
|
|
113,249
|
|
|
Number of
Common
Units
|
|
Partners' Capital
|
|
Noncontrolling Interest
|
|
Accumulated Other Comprehensive Loss
|
|
Total
|
|||||||||
December 31, 2015
|
109,979
|
|
|
$
|
2,029,101
|
|
|
$
|
(8,350
|
)
|
|
$
|
—
|
|
|
$
|
2,020,751
|
|
Net income (loss)
|
—
|
|
|
113,249
|
|
|
(2,167
|
)
|
|
—
|
|
|
111,082
|
|
||||
Cash distributions to partners, net
|
—
|
|
|
(310,039
|
)
|
|
—
|
|
|
—
|
|
|
(310,039
|
)
|
||||
Cash contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
236
|
|
|
—
|
|
|
236
|
|
||||
Issuance of common units for cash, net
(Note 12)
|
8,000
|
|
|
298,020
|
|
|
—
|
|
|
—
|
|
|
298,020
|
|
||||
December 31, 2016
|
117,979
|
|
|
2,130,331
|
|
|
(10,281
|
)
|
|
—
|
|
|
2,120,050
|
|
||||
Net income (loss)
|
—
|
|
|
82,647
|
|
|
(568
|
)
|
|
—
|
|
|
82,079
|
|
||||
Cash distributions to partners, net
|
—
|
|
|
(321,875
|
)
|
|
—
|
|
|
—
|
|
|
(321,875
|
)
|
||||
Cash contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
2,770
|
|
|
—
|
|
|
2,770
|
|
||||
Issuance of common units for cash, net
(Note 12)
|
4,600
|
|
|
140,513
|
|
|
—
|
|
|
—
|
|
|
140,513
|
|
||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(604
|
)
|
|
(604
|
)
|
||||
Distributions to preferred unitholders
|
—
|
|
|
(5,469
|
)
|
|
—
|
|
|
—
|
|
|
(5,469
|
)
|
||||
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 loss
(1)
|
—
|
|
|
(6,075
|
)
|
|
(5,717
|
)
|
|
—
|
|
|
(11,792
|
)
|
||||
Cash distributions to partners, net
|
—
|
|
|
(257,416
|
)
|
|
—
|
|
|
—
|
|
|
(257,416
|
)
|
||||
Cash contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
2,592
|
|
|
—
|
|
|
2,592
|
|
||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
1,543
|
|
|
1,543
|
|
||||
Distributions to preferred unitholders
|
—
|
|
|
(68,307
|
)
|
|
—
|
|
|
—
|
|
|
(68,307
|
)
|
||||
December 31, 2018
|
122,579
|
|
|
$
|
1,690,799
|
|
|
$
|
(11,204
|
)
|
|
$
|
939
|
|
|
$
|
1,680,534
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(11,792
|
)
|
|
$
|
82,079
|
|
|
$
|
111,082
|
|
Adjustments to reconcile net income to net cash provided by
operating activities -
|
|
|
|
|
|
||||||
Depreciation, depletion and amortization
|
313,190
|
|
|
252,480
|
|
|
222,196
|
|
|||
Provision for leased items no longer in use
|
—
|
|
|
12,589
|
|
|
—
|
|
|||
Gain on sale of assets
|
(42,264
|
)
|
|
(40,311
|
)
|
|
—
|
|
|||
Impairment expense
|
126,282
|
|
|
—
|
|
|
—
|
|
|||
Amortization and write-off of debt issuance costs and premium or discount
|
12,165
|
|
|
13,103
|
|
|
10,138
|
|
|||
Amortization of unearned income and initial direct costs on direct financing leases
|
(13,035
|
)
|
|
(13,747
|
)
|
|
(14,395
|
)
|
|||
Payments received under direct financing leases
|
20,668
|
|
|
20,668
|
|
|
20,672
|
|
|||
Equity in earnings of investments in equity investees
|
(43,626
|
)
|
|
(51,046
|
)
|
|
(47,944
|
)
|
|||
Cash distributions of earnings of equity investees
|
42,735
|
|
|
47,316
|
|
|
50,281
|
|
|||
Non-cash effect of long-term incentive compensation plans
|
3,941
|
|
|
(5,775
|
)
|
|
6,558
|
|
|||
Deferred and other tax benefits
|
663
|
|
|
(4,060
|
)
|
|
2,142
|
|
|||
Unrealized (gains) losses on derivative transactions
|
(11,795
|
)
|
|
10,943
|
|
|
1,287
|
|
|||
Other, net
|
(4,941
|
)
|
|
(10,839
|
)
|
|
11,385
|
|
|||
Net changes in components of operating assets and liabilities, net of acquisitions (See
Note 16
)
|
(2,152
|
)
|
|
10,156
|
|
|
(90,650
|
)
|
|||
Net cash provided by operating activities
|
390,039
|
|
|
323,556
|
|
|
282,752
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Payments to acquire fixed and intangible assets
|
(195,367
|
)
|
|
(250,593
|
)
|
|
(463,100
|
)
|
|||
Cash distributions received from equity investees—return of investment
|
28,979
|
|
|
35,582
|
|
|
36,939
|
|
|||
Investments in equity investees
|
(3,018
|
)
|
|
(4,647
|
)
|
|
—
|
|
|||
Acquisitions
|
—
|
|
|
(1,325,759
|
)
|
|
(25,394
|
)
|
|||
Contributions in aid of construction costs
|
—
|
|
|
124
|
|
|
13,374
|
|
|||
Proceeds from asset sales
|
310,099
|
|
|
85,722
|
|
|
3,609
|
|
|||
Other, net
|
—
|
|
|
—
|
|
|
(151
|
)
|
|||
Net cash used in (provided by) investing activities
|
140,693
|
|
|
(1,459,571
|
)
|
|
(434,723
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Borrowings on senior secured credit facility
|
980,700
|
|
|
1,458,700
|
|
|
1,115,800
|
|
|||
Repayments on senior secured credit facility
|
(1,109,800
|
)
|
|
(1,637,700
|
)
|
|
(952,600
|
)
|
|||
Proceeds from issuance of senior unsecured notes
|
—
|
|
|
1,000,000
|
|
|
—
|
|
|||
Proceeds from issuance of Class A convertible preferred units, net
|
—
|
|
|
726,419
|
|
|
—
|
|
|||
Repayment of senior unsecured notes
|
(145,170
|
)
|
|
(204,830
|
)
|
|
—
|
|
|||
Debt issuance costs
|
(242
|
)
|
|
(25,913
|
)
|
|
(1,578
|
)
|
|||
Issuance of common units for cash, net
|
—
|
|
|
140,513
|
|
|
298,020
|
|
|||
Contributions from noncontrolling interests
|
2,592
|
|
|
2,770
|
|
|
236
|
|
|||
Distributions to common unitholders
|
(257,416
|
)
|
|
(321,875
|
)
|
|
(310,039
|
)
|
|||
Other, net
|
(137
|
)
|
|
(57
|
)
|
|
(1,734
|
)
|
|||
Net cash provided by (used in) financing activities
|
(529,473
|
)
|
|
1,138,027
|
|
|
148,105
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
1,259
|
|
|
2,012
|
|
|
(3,866
|
)
|
|||
Cash and cash equivalents at beginning of period
|
9,041
|
|
|
7,029
|
|
|
10,895
|
|
|||
Cash and cash equivalents at end of period
|
$
|
10,300
|
|
|
$
|
9,041
|
|
|
$
|
7,029
|
|
•
|
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, soda ash production, 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 terminaling, blending, storing, marketing, and transporting crude oil, petroleum products, and CO2; 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 December 31, 2018
|
||||||||||
Consolidated Balance Sheet
|
As Reported
|
|
Without adoption of ASC 606
|
|
Effect of Change Increase/(Decrease)
|
||||||
ASSETS
|
|
|
|
|
|
||||||
Accounts receivable-trade, net
|
$
|
323,462
|
|
|
$
|
371,490
|
|
|
$
|
(48,028
|
)
|
Inventories
|
73,531
|
|
|
69,367
|
|
|
4,164
|
|
|||
Other Assets, net of amortization
|
121,707
|
|
|
49,466
|
|
|
72,241
|
|
|||
|
|
|
|
|
|
||||||
LIABILITIES AND CAPITAL
|
|
|
|
|
|
||||||
Other Long-Term Liabilities
|
259,198
|
|
|
232,927
|
|
|
26,271
|
|
|||
Partners' Capital
|
1,690,799
|
|
|
1,688,693
|
|
|
2,106
|
|
|
Year ended
December 31, 2018
|
||||||||||
Consolidated Statement of Operations
|
As Reported
|
|
Without adoption of ASC 606
|
|
Effect of Change Increase/(Decrease)
|
||||||
|
|
|
|
|
|
||||||
Offshore pipeline transportation services
|
$
|
284,544
|
|
|
$
|
277,915
|
|
|
$
|
6,629
|
|
Sodium minerals and sulfur services
|
1,174,434
|
|
|
1,071,634
|
|
|
102,800
|
|
|||
Marine transportation
|
219,937
|
|
|
219,937
|
|
|
—
|
|
|||
Onshore facilities and transportation
|
1,233,855
|
|
|
1,233,855
|
|
|
—
|
|
|||
Total revenues
|
2,912,770
|
|
|
2,803,341
|
|
|
109,429
|
|
|||
|
|
|
|
|
|
||||||
Onshore facilities and transportation product costs
|
1,037,688
|
|
|
1,037,688
|
|
|
—
|
|
|||
Onshore facilities and transportation operating costs
|
89,042
|
|
|
89,042
|
|
|
—
|
|
|||
Marine transportation operating costs
|
172,527
|
|
|
172,527
|
|
|
—
|
|
|||
Sodium minerals and sulfur services operating costs
|
912,491
|
|
|
808,718
|
|
|
103,773
|
|
|||
Offshore pipeline transportation operating costs
|
66,668
|
|
|
66,668
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
OPERATING INCOME
|
170,248
|
|
|
164,592
|
|
|
5,656
|
|
|
Year Ended
December 31, |
||||||||||||||||||
|
Onshore Facilities & Transportation
|
|
Sodium Minerals & Sulfur Services
|
|
Offshore Pipeline Transportation
|
|
Marine Transportation
|
|
Consolidated
|
||||||||||
Fee-based revenues
|
$
|
156,266
|
|
|
$
|
—
|
|
|
$
|
284,544
|
|
|
$
|
219,937
|
|
|
$
|
660,747
|
|
Product Sales
|
1,077,589
|
|
|
1,071,634
|
|
|
—
|
|
|
—
|
|
|
2,149,223
|
|
|||||
Refinery Services
|
—
|
|
|
102,800
|
|
|
—
|
|
|
—
|
|
|
102,800
|
|
|||||
|
$
|
1,233,855
|
|
|
$
|
1,174,434
|
|
|
$
|
284,544
|
|
|
$
|
219,937
|
|
|
$
|
2,912,770
|
|
|
Contract Assets
|
|
Contract Liabilities
|
||||
|
Non-Current
|
|
Non-Current
|
||||
Balance at January 1, 2018
|
$
|
59,204
|
|
|
$
|
19,864
|
|
Balance at December 31, 2018
|
72,241
|
|
|
26,271
|
|
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
|
||||||
|
|
|
|
||||||
2019
|
$
|
74,200
|
|
$
|
27,010
|
|
$
|
65,436
|
|
2020
|
51,256
|
|
20,128
|
|
57,090
|
|
|||
2021
|
34,562
|
|
—
|
|
20,139
|
|
|||
2022
|
22,828
|
|
—
|
|
4,283
|
|
|||
2023
|
12,076
|
|
—
|
|
—
|
|
|||
Thereafter
|
123,371
|
|
—
|
|
—
|
|
|||
Total
|
$
|
318,293
|
|
$
|
47,138
|
|
$
|
146,948
|
|
Accounts receivable
|
138,258
|
|
|
Inventories
|
34,929
|
|
|
Other current assets
|
13,254
|
|
|
Fixed assets
|
663,217
|
|
|
Mineral leaseholds
|
566,019
|
|
|
Intangible assets
|
800
|
|
|
Other assets
|
3,612
|
|
|
Accounts payable
|
(44,547
|
)
|
|
Accrued Liabilities
|
(36,884
|
)
|
|
Other long-term liabilities
|
(13,658
|
)
|
|
Total Purchase Price
|
$
|
1,325,000
|
|
|
Year Ended
December 31, |
||||||
|
2017
|
|
2016
|
||||
Pro forma consolidated financial operating results:
|
|
|
|
||||
Revenues
|
$
|
2,549,438
|
|
|
$
|
2,498,293
|
|
Net Income Attributable to Genesis Energy, L.P.
|
108,392
|
|
|
156,700
|
|
||
Net Income Available to Common Unitholders
|
42,768
|
|
|
91,076
|
|
||
Basic and diluted earnings per common unit:
|
|
|
|
||||
As reported net income per common unit
|
$
|
0.50
|
|
|
$
|
1.00
|
|
Pro forma net income per common unit, basic and dilutive
|
$
|
0.35
|
|
|
$
|
0.80
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Accounts receivable - trade
|
$
|
330,855
|
|
|
$
|
503,917
|
|
Allowance for doubtful accounts
|
(7,393
|
)
|
|
(8,468
|
)
|
||
Accounts receivable - trade, net
|
$
|
323,462
|
|
|
$
|
495,449
|
|
|
December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Balance at beginning of period
|
$
|
8,468
|
|
|
$
|
6,505
|
|
|
$
|
1,446
|
|
Charged to costs and expenses, net of recoveries
|
31
|
|
|
2,001
|
|
|
6,463
|
|
|||
Amounts written off
|
(1,106
|
)
|
|
(38
|
)
|
|
(1,404
|
)
|
|||
Balance at end of period
|
$
|
7,393
|
|
|
$
|
8,468
|
|
|
$
|
6,505
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Petroleum products
|
$
|
12,203
|
|
|
$
|
8,731
|
|
Crude oil
|
8,379
|
|
|
29,873
|
|
||
Caustic soda
|
10,372
|
|
|
5,755
|
|
||
NaHS
|
12,400
|
|
|
8,277
|
|
||
Raw materials - Alkali Operations
|
5,952
|
|
|
4,550
|
|
||
Work-in-process - Alkali Operations
|
2,322
|
|
|
7,355
|
|
||
Finished goods, net - Alkali Operations
|
11,402
|
|
|
14,075
|
|
||
Materials and supplies, net - Alkali Operations
|
10,490
|
|
|
10,030
|
|
||
Other
|
11
|
|
|
7
|
|
||
Total
|
$
|
73,531
|
|
|
$
|
88,653
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Crude oil pipelines and natural gas pipelines and related assets
|
$
|
2,918,285
|
|
|
$
|
3,028,657
|
|
Alkali facilities, machinery, and equipment
|
533,924
|
|
|
497,601
|
|
||
Onshore facilities, machinery, and equipment
|
639,023
|
|
|
692,364
|
|
||
Transportation equipment
|
20,102
|
|
|
21,483
|
|
||
Marine vessels
|
951,597
|
|
|
918,953
|
|
||
Land, buildings and improvements
|
222,242
|
|
|
223,186
|
|
||
Office equipment, furniture and fixtures
|
20,505
|
|
|
18,112
|
|
||
Construction in progress
|
94,025
|
|
|
151,768
|
|
||
Other
|
41,155
|
|
|
48,891
|
|
||
Fixed assets, at cost
|
5,440,858
|
|
|
5,601,015
|
|
||
Less: Accumulated depreciation
|
(1,023,825
|
)
|
|
(734,986
|
)
|
||
Net fixed assets
|
$
|
4,417,033
|
|
|
$
|
4,866,029
|
|
|
December 31,
2018 |
|
December 31,
2017 |
||||
Mineral leaseholds
|
566,019
|
|
|
566,019
|
|
||
Less: Accumulated depletion
|
(5,538
|
)
|
|
(1,513
|
)
|
||
Mineral leaseholds, net
|
$
|
560,481
|
|
|
$
|
564,506
|
|
December 31, 2016
|
$
|
213,726
|
|
Accretion expense
|
11,008
|
|
|
Revisions in timing and estimated costs of AROs
|
7,146
|
|
|
Acquisitions
|
131
|
|
|
Divestitures
|
(7,649
|
)
|
|
Settlements
|
(26,415
|
)
|
|
Other
|
240
|
|
|
December 31, 2017
|
198,187
|
|
|
Accretion expense
|
10,509
|
|
|
Revisions in timing and estimated costs of AROs
|
44,319
|
|
|
Settlements
|
(13,150
|
)
|
|
December 31, 2018
|
$
|
239,865
|
|
2019
|
$
|
9,928
|
|
2020
|
$
|
10,997
|
|
2021
|
$
|
9,313
|
|
2022
|
$
|
9,892
|
|
2023
|
$
|
10,586
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Total minimum lease payments to be received
|
$
|
195,280
|
|
|
$
|
215,884
|
|
Unamortized initial direct costs
|
801
|
|
|
950
|
|
||
Less unearned income
|
(70,735
|
)
|
|
(83,918
|
)
|
||
Net investment in direct financing leases
|
125,346
|
|
|
132,916
|
|
||
Less current portion (included in other current assets)
|
(8,421
|
)
|
|
(7,633
|
)
|
||
Long-term portion of net investment in direct financing leases
|
$
|
116,925
|
|
|
$
|
125,283
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Genesis’ share of operating earnings
|
$
|
59,255
|
|
|
$
|
66,814
|
|
|
$
|
63,805
|
|
Amortization of differences attributable to Genesis' carrying value of equity investments
|
(15,629
|
)
|
|
(15,768
|
)
|
|
(15,861
|
)
|
|||
Net equity in earnings
|
$
|
43,626
|
|
|
$
|
51,046
|
|
|
$
|
47,944
|
|
Distributions received
|
$
|
71,714
|
|
|
$
|
82,898
|
|
|
$
|
87,220
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
BALANCE SHEET DATA:
|
|
|
|
||||
Assets
|
|
|
|
||||
Current assets
|
$
|
34,005
|
|
|
$
|
34,381
|
|
Fixed assets, net
|
346,864
|
|
|
362,214
|
|
||
Other assets
|
15,469
|
|
|
14,927
|
|
||
Total assets
|
$
|
396,338
|
|
|
$
|
411,522
|
|
Liabilities and equity
|
|
|
|
||||
Current liabilities
|
$
|
18,897
|
|
|
$
|
23,289
|
|
Other liabilities
|
250,742
|
|
|
249,610
|
|
||
Equity
|
126,699
|
|
|
138,623
|
|
||
Total liabilities and equity
|
$
|
396,338
|
|
|
$
|
411,522
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
INCOME STATEMENT DATA:
|
|
|
|
|
|
||||||
Revenues
|
$
|
180,056
|
|
|
$
|
191,078
|
|
|
$
|
193,038
|
|
Operating Income
|
$
|
129,160
|
|
|
$
|
139,604
|
|
|
$
|
122,836
|
|
Net Income
|
$
|
115,669
|
|
|
$
|
134,479
|
|
|
$
|
118,175
|
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
Weighted
Amortization
Period in Years
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Carrying
Value
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Carrying
Value
|
||||||||||||
Sodium Minerals and Sulfur Services:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
5
|
|
$
|
94,654
|
|
|
$
|
94,654
|
|
|
$
|
—
|
|
|
$
|
94,654
|
|
|
$
|
92,493
|
|
|
$
|
2,161
|
|
Licensing agreements
|
6
|
|
38,678
|
|
|
38,678
|
|
|
—
|
|
|
38,678
|
|
|
36,528
|
|
|
2,150
|
|
||||||
Non-compete agreement
|
3
|
|
800
|
|
|
356
|
|
|
444
|
|
|
800
|
|
|
89
|
|
|
711
|
|
||||||
Segment total
|
|
|
134,132
|
|
|
133,688
|
|
|
444
|
|
|
134,132
|
|
|
129,110
|
|
|
5,022
|
|
||||||
Onshore Facilities & Transportation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
5
|
|
35,430
|
|
|
35,123
|
|
|
307
|
|
|
35,430
|
|
|
35,082
|
|
|
348
|
|
||||||
Intangibles associated with lease
|
15
|
|
13,260
|
|
|
5,407
|
|
|
7,853
|
|
|
13,260
|
|
|
4,933
|
|
|
8,327
|
|
||||||
Segment total
|
|
|
48,690
|
|
|
40,530
|
|
|
8,160
|
|
|
48,690
|
|
|
40,015
|
|
|
8,675
|
|
||||||
Marine contract intangible
|
5
|
|
27,000
|
|
|
17,100
|
|
|
9,900
|
|
|
27,000
|
|
|
11,700
|
|
|
15,300
|
|
||||||
Offshore pipeline contract intangibles
|
19
|
|
158,101
|
|
|
28,431
|
|
|
129,670
|
|
|
158,101
|
|
|
20,109
|
|
|
137,992
|
|
||||||
Other
|
5
|
|
30,947
|
|
|
16,519
|
|
|
14,428
|
|
|
28,900
|
|
|
13,483
|
|
|
15,417
|
|
||||||
Total
|
|
|
$
|
398,870
|
|
|
$
|
236,268
|
|
|
$
|
162,602
|
|
|
$
|
396,823
|
|
|
$
|
214,417
|
|
|
$
|
182,406
|
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
||||||||||
Sodium Minerals and Sulfur Services:
|
|
|
|
|
|
|
|
|
|
||||||||||
Non Compete
|
267
|
|
|
177
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Onshore Facilities & Transportation:
|
|
|
|
|
|
|
|
|
|
||||||||||
Customer relationships
|
39
|
|
|
38
|
|
|
37
|
|
|
35
|
|
|
34
|
|
|||||
Intangibles associated with lease
|
474
|
|
|
474
|
|
|
474
|
|
|
474
|
|
|
474
|
|
|||||
Marine contract intangibles
|
5,400
|
|
|
4,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Offshore pipeline contract intangibles
|
8,321
|
|
|
8,321
|
|
|
8,321
|
|
|
8,321
|
|
|
8,321
|
|
|||||
Other
|
3,153
|
|
|
3,132
|
|
|
2,011
|
|
|
1,853
|
|
|
1,568
|
|
|||||
Total
|
$
|
17,654
|
|
|
$
|
16,642
|
|
|
$
|
10,843
|
|
|
$
|
10,683
|
|
|
$
|
10,397
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
CO
2
volumetric production payments, net of amortization
|
$
|
890
|
|
|
$
|
2,175
|
|
Deferred marine charges, net
(1)
|
28,175
|
|
|
30,246
|
|
||
Contract assets
(2)
|
72,241
|
|
|
—
|
|
||
Other deferred costs and deposits
|
20,401
|
|
|
24,207
|
|
||
Other assets, net of amortization
|
$
|
121,707
|
|
|
$
|
56,628
|
|
(1)
|
See discussion of deferred charges on marine transportation assets in the Summary of Accounting Policies (
Note 2
)
|
(2)
|
See Revenue Recognition (
Note 3
) for discussion on the circumstances that result in the recognition of contract assets.
|
|
December 31, 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
|
$
|
970,100
|
|
|
$
|
—
|
|
|
$
|
970,100
|
|
|
$
|
1,099,200
|
|
|
$
|
—
|
|
|
1,099,200
|
|
|
5.750% senior unsecured notes
|
—
|
|
|
—
|
|
|
—
|
|
|
145,170
|
|
|
1,303
|
|
|
143,867
|
|
||||||
6.750% senior unsecured notes
|
750,000
|
|
|
12,763
|
|
|
737,237
|
|
|
750,000
|
|
|
16,077
|
|
|
733,923
|
|
||||||
6.000% senior unsecured notes
|
400,000
|
|
|
4,624
|
|
|
395,376
|
|
|
400,000
|
|
|
5,691
|
|
|
394,309
|
|
||||||
5.625% senior unsecured notes
|
350,000
|
|
|
4,820
|
|
|
345,180
|
|
|
350,000
|
|
|
5,717
|
|
|
344,283
|
|
||||||
6.500% senior unsecured notes
|
550,000
|
|
|
8,241
|
|
|
541,759
|
|
|
550,000
|
|
|
9,462
|
|
|
540,538
|
|
||||||
6.250% senior unsecured notes
|
450,000
|
|
|
$
|
7,189
|
|
|
442,811
|
|
|
450,000
|
|
|
8,002
|
|
|
441,998
|
|
|||||
Total long-term debt
|
$
|
3,470,100
|
|
|
$
|
37,637
|
|
|
$
|
3,432,463
|
|
|
$
|
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 Consolidated Balance Sheet) were
$10.8 million
and
$14.1 million
as of December 31, 2018 and December 31, 2017, respectively.
|
•
|
The interest rate on borrowings may be based on an alternate base rate or a Eurodollar rate, at our option. The alternate base rate is equal to the sum of (a) the greatest of (i) the prime rate as established by the administrative agent for the credit facility, (ii) the federal funds effective rate plus
0.5%
of
1%
and (iii) the LIBOR rate for a one-month maturity plus
1%
and (b) the applicable margin. The Eurodollar rate is equal to the sum of (a) the LIBOR rate for the applicable
|
•
|
Letter of credit fees range from
1.50%
to
3.00%
based on our leverage ratio as computed under the credit facility. The rate can fluctuate quarterly. At
December 31, 2018
, our letter of credit rate was
2.75%
.
|
•
|
We pay a commitment fee on the unused portion of the
$1.7 billion
maximum facility amount. The commitment fee on the unused committed amount will range from
0.25%
to
0.50%
per annum depending on our leverage ratio (
0.50%
at
December 31, 2018
).
|
•
|
Our credit facility contains a
$300 million
accordion feature, giving us the ability to expand the size of the facility up to
$2.0 billion
for acquisitions or growth projects, subject to lender consent.
|
|
2022 Notes
|
|
2023 Notes
|
|
2024 Notes
|
|
2025 Notes
|
|
2026 Notes
|
Redemption right beginning on
|
August 1, 2018
|
|
May 15, 2018
|
|
June 15, 2019
|
|
October 1, 2020
|
|
February 15, 2021
|
Redemption of up to 35% of the principal amount of notes with the proceeds of an equity offering permitted prior to
|
August 1, 2018
|
|
May 15, 2018
|
|
June 15, 2019
|
|
October 1, 2020
|
|
February 15, 2021
|
•
|
incur indebtedness if certain financial ratios are not maintained;
|
•
|
grant liens;
|
•
|
engage in sale-leaseback transactions; and
|
•
|
sell substantially all of our assets or enter into a merger or consolidation.
|
•
|
less the amount of cash reserves that our general partner determines in its reasonable discretion is necessary or appropriate to:
|
•
|
provide for the proper conduct of our business;
|
•
|
comply with applicable law, any of our debt instruments, or other agreements; or
|
•
|
provide funds for distributions to our unitholders for any one or more of the next four quarters;
|
•
|
plus all cash on hand on the date of determination of available cash for the quarter resulting from working capital borrowings. Working capital borrowings are generally borrowings that are made under our credit facility and in all cases are used solely for working capital purposes or to pay distributions to partners.
|
Distribution For
|
Date Paid
|
|
Per Unit Amount
|
|
Total Amount
|
||||
2016
|
|
|
|
|
|
||||
4th Quarter
|
February 14, 2017
|
|
$
|
0.7100
|
|
|
$
|
83,765
|
|
2017
|
|
|
|
|
|
||||
1st Quarter
|
May 15, 2017
|
|
$
|
0.7200
|
|
|
$
|
88,257
|
|
2nd Quarter
|
August 14, 2017
|
|
$
|
0.7225
|
|
|
$
|
88,563
|
|
3rd Quarter
|
November 14, 2017
|
|
$
|
0.5000
|
|
|
$
|
61,290
|
|
4th Quarter
|
February 14, 2018
|
|
$
|
0.5100
|
|
|
$
|
62,515
|
|
2018
|
|
|
|
|
|
||||
1st Quarter
|
May 15, 2018
|
|
$
|
0.5200
|
|
|
$
|
63,741
|
|
2nd Quarter
|
August 14, 2018
|
|
$
|
0.5300
|
|
|
$
|
64,967
|
|
3rd Quarter
|
November 14, 2018
|
|
$
|
0.5400
|
|
|
$
|
66,193
|
|
4th Quarter
|
February 14, 2019
|
|
$
|
0.5500
|
|
|
$
|
67,419
|
|
Period
|
Purchaser of
Common Units
|
Units
|
|
Gross
Unit Price
|
|
Issuance Value
|
|
Costs
|
|
Net Proceeds
|
|||||||||
March 2017
|
Public
|
4,600
|
|
|
$
|
30.65
|
|
|
$
|
140,990
|
|
|
$
|
(477
|
)
|
|
$
|
140,513
|
|
July 2016
|
Public
|
8,000
|
|
|
$
|
37.90
|
|
|
$
|
303,200
|
|
|
$
|
(4,748
|
)
|
|
$
|
298,452
|
|
|
|
September 1, 2017
|
|
Transaction price, gross
|
|
750,000
|
|
Transaction cost to other third parties
|
|
(23,581
|
)
|
Transaction price, net
|
|
726,419
|
|
|
|
|
|
Allocation of Net Transaction Price
|
|
|
|
Preferred Units, net
|
|
691,969
|
|
Preferred Distribution Rate Reset Election (
Note 19
)
|
|
34,450
|
|
|
|
726,419
|
|
Distribution Declared
|
Date Issued
|
|
Number of Units
|
|
Total Amount
|
|||
2017
|
|
|
|
|
|
|||
November 2017
|
November 14, 2017
|
|
162,234
|
|
|
$
|
5,469
|
|
2018
|
|
|
|
|
|
|||
January 2018
|
February 14, 2018
|
|
490,252
|
|
|
$
|
16,526
|
|
April 2018
|
May 15, 2018
|
|
500,976
|
|
|
$
|
16,888
|
|
July 2018
|
August 14, 2018
|
|
511,934
|
|
|
$
|
17,257
|
|
October 2018
|
November 14, 2018
|
|
523,132
|
|
|
$
|
17,635
|
|
|
Class A Convertible Preferred Units
|
|||||
|
Units
|
|
$
|
|||
December 31, 2016
|
—
|
|
|
$
|
—
|
|
Issuance of Preferred Units, net
|
22,249,494
|
|
|
726,419
|
|
|
Allocation to Preferred Distribution Rate Reset Election (
Note 19
)
|
—
|
|
|
(34,450
|
)
|
|
Distributions paid-in-kind
|
162,234
|
|
|
5,469
|
|
|
Allocation of Distributions paid-kind to Preferred Distribution Rate Reset Election (
Note 19
)
|
—
|
|
|
(287
|
)
|
|
Balance as of December 31, 2017
|
22,411,728
|
|
|
$
|
697,151
|
|
Distributions paid-in-kind
|
2,026,294
|
|
|
68,306
|
|
|
Allocation of Distributions paid-kind to Preferred Distribution Rate Reset Election (
Note 19
)
|
—
|
|
|
(3,991
|
)
|
|
Balance as of December 31, 2018
|
24,438,022
|
|
|
$
|
761,466
|
|
|
Year Ended
December 31, |
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net Income (Loss) Attributable to Genesis Energy L.P.
|
$
|
(6,075
|
)
|
|
$
|
82,647
|
|
|
$
|
113,249
|
|
Less: Accumulated distributions attributable to Class A Convertible Preferred Units
|
(69,801
|
)
|
|
(21,995
|
)
|
|
—
|
|
|||
Net Income (Loss) Available to Common Unitholders
|
$
|
(75,876
|
)
|
|
$
|
60,652
|
|
|
$
|
113,249
|
|
|
|
|
|
|
|
||||||
Weighted Average Outstanding Units
|
122,579
|
|
|
121,546
|
|
|
113,433
|
|
|||
|
|
|
|
|
|
||||||
Basic and Diluted Net Income (Loss) per Common Unit
|
$
|
(0.62
|
)
|
|
$
|
0.50
|
|
|
$
|
1.00
|
|
|
|
|
|
|
|
•
|
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 of high sulfur (or “sour”) gas streams for refineries to remove the sulfur, and selling the related by-product, NaHS;
|
•
|
Onshore Facilities and Transportation – terminaling, 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
|
||||||||||
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Segment Margin
(a)
|
$
|
285,014
|
|
|
$
|
260,488
|
|
|
$
|
119,918
|
|
|
$
|
47,338
|
|
|
$
|
712,758
|
|
Capital expenditures
(b)
|
$
|
4,703
|
|
|
$
|
74,712
|
|
|
$
|
51,110
|
|
|
$
|
30,868
|
|
|
$
|
161,393
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
External customers
|
$
|
284,544
|
|
|
$
|
1,181,578
|
|
|
$
|
1,240,382
|
|
|
$
|
206,266
|
|
|
$
|
2,912,770
|
|
Intersegment
(c)
|
—
|
|
|
(7,144
|
)
|
|
(6,527
|
)
|
|
13,671
|
|
|
$
|
—
|
|
||||
Total revenues of reportable segments
|
$
|
284,544
|
|
|
$
|
1,174,434
|
|
|
$
|
1,233,855
|
|
|
$
|
219,937
|
|
|
$
|
2,912,770
|
|
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Segment Margin
(a)
|
$
|
317,540
|
|
|
$
|
130,333
|
|
|
$
|
96,376
|
|
|
$
|
50,294
|
|
|
$
|
594,543
|
|
Capital expenditures
(b)
|
$
|
8,815
|
|
|
$
|
1,354,469
|
|
|
$
|
149,123
|
|
|
$
|
68,414
|
|
|
$
|
1,580,821
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
External customers
|
$
|
319,455
|
|
|
$
|
470,789
|
|
|
$
|
1,044,083
|
|
|
$
|
194,050
|
|
|
$
|
2,028,377
|
|
Intersegment
(c)
|
(1,216
|
)
|
|
(8,167
|
)
|
|
(1,854
|
)
|
|
11,237
|
|
|
$
|
—
|
|
||||
Total revenues of reportable segments
|
$
|
318,239
|
|
|
$
|
462,622
|
|
|
$
|
1,042,229
|
|
|
$
|
205,287
|
|
|
$
|
2,028,377
|
|
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Segment Margin
(a)
|
$
|
336,620
|
|
|
$
|
79,508
|
|
|
$
|
83,364
|
|
|
$
|
70,079
|
|
|
$
|
569,571
|
|
Capital expenditures
(b)
|
$
|
46,277
|
|
|
$
|
2,274
|
|
|
$
|
316,638
|
|
|
$
|
78,804
|
|
|
$
|
443,993
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
External customers
|
$
|
332,514
|
|
|
$
|
180,665
|
|
|
$
|
993,103
|
|
|
$
|
206,211
|
|
|
$
|
1,712,493
|
|
Intersegment
(c)
|
2,165
|
|
|
(9,162
|
)
|
|
187
|
|
|
6,810
|
|
|
$
|
—
|
|
||||
Total revenues of reportable segments
|
$
|
334,679
|
|
|
$
|
171,503
|
|
|
$
|
993,290
|
|
|
$
|
213,021
|
|
|
$
|
1,712,493
|
|
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||
Offshore pipeline transportation
|
2,359,013
|
|
|
2,486,803
|
|
|
2,575,335
|
|
|||
Sodium minerals and sulfur services
|
1,844,845
|
|
|
1,848,188
|
|
|
395,043
|
|
|||
Onshore facilities and transportation
|
1,431,910
|
|
|
1,927,976
|
|
|
1,875,403
|
|
|||
Marine transportation
|
800,243
|
|
|
824,777
|
|
|
813,722
|
|
|||
Other assets
|
43,060
|
|
|
49,737
|
|
|
43,089
|
|
|||
Total consolidated assets
|
$
|
6,479,071
|
|
|
$
|
7,137,481
|
|
|
$
|
5,702,592
|
|
(a)
|
A reconciliation of total Segment Margin to net income (loss) attributable to Genesis Energy, L.P. for each year is presented below.
|
|
Year Ended
December 31, |
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Total Segment Margin
|
$
|
712,758
|
|
|
$
|
594,543
|
|
|
$
|
569,571
|
|
Corporate general and administrative expenses
|
(64,683
|
)
|
|
(60,029
|
)
|
|
(40,905
|
)
|
|||
Depreciation, depletion, amortization and accretion
|
(317,186
|
)
|
|
(262,021
|
)
|
|
(230,563
|
)
|
|||
Interest expense
|
(229,191
|
)
|
|
(176,762
|
)
|
|
(139,947
|
)
|
|||
Adjustment to exclude distributable cash generated by equity investees not included in income and include equity in investees net income
(1)
|
(28,088
|
)
|
|
(31,852
|
)
|
|
(39,276
|
)
|
|||
Non-cash items not included in Segment Margin
|
9,698
|
|
|
(14,305
|
)
|
|
(3,221
|
)
|
|||
Cash payments from direct financing leases in excess of earnings
|
(7,633
|
)
|
|
(6,921
|
)
|
|
(6,277
|
)
|
|||
Loss on extinguishment of debt
|
(3,339
|
)
|
|
(6,242
|
)
|
|
—
|
|
|||
Differences in timing of cash receipts for certain contractual arrangements
(2)
|
6,629
|
|
|
17,540
|
|
|
13,253
|
|
|||
Gain on sales of assets
|
42,264
|
|
|
40,311
|
|
|
—
|
|
|||
Other, net
|
—
|
|
|
(2,985
|
)
|
|
(6,044
|
)
|
|||
Non-cash provision for leased items no longer in use
|
476
|
|
|
(12,589
|
)
|
|
—
|
|
|||
Income tax expense
|
(1,498
|
)
|
|
3,959
|
|
|
(3,342
|
)
|
|||
Impairment expense
|
(126,282
|
)
|
|
—
|
|
|
—
|
|
|||
Net income (loss) attributable to Genesis Energy, L.P.
|
$
|
(6,075
|
)
|
|
$
|
82,647
|
|
|
$
|
113,249
|
|
(1)
|
Includes distributions attributable to the period and received during or promptly following such period.
|
(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.
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Sales of CO
2
to Sandhill Group, LLC
(1)
|
$
|
1,233
|
|
|
$
|
2,820
|
|
|
$
|
3,097
|
|
Revenues from services and fees to Poseidon Oil Pipeline Company, LLC
(2)
|
12,557
|
|
|
12,357
|
|
|
10,844
|
|
|||
Revenues from product sales to ANSAC
|
373,606
|
|
|
124,536
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Expenses:
|
|
|
|
|
|
||||||
Amounts paid to our CEO in connection with the use of his aircraft
|
$
|
660
|
|
|
$
|
660
|
|
|
$
|
660
|
|
Charges for products purchased from Poseidon Oil Pipeline Company, LLC
(2)
|
994
|
|
|
986
|
|
|
1,007
|
|
|||
Charges for services from ANSAC
|
5,284
|
|
|
2,242
|
|
|
—
|
|
(1)
|
We owned a
50%
interest in Sandhill Group, LLC which was sold in the third quarter of 2018.
|
(2)
|
We own a
64%
interest in Poseidon Oil Pipeline Company, LLC.
|
|
December 31
|
|
December 31
|
||||
|
2018
|
|
2017
|
||||
Receivables:
|
|
|
|
||||
ANSAC
|
$
|
60,594
|
|
|
$
|
74,490
|
|
Payables:
|
|
|
|
||||
ANSAC
|
$
|
815
|
|
|
$
|
1,223
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
(Increase) decrease in:
|
|
|
|
|
|
||||||
Accounts receivable
|
$
|
130,573
|
|
|
$
|
(140,948
|
)
|
|
$
|
(9,859
|
)
|
Inventories
|
20,963
|
|
|
49,055
|
|
|
(54,361
|
)
|
|||
Deferred charges
|
(5,826
|
)
|
|
(3,622
|
)
|
|
(3,902
|
)
|
|||
Other current assets
|
9,337
|
|
|
(410
|
)
|
|
3,059
|
|
|||
Increase (decrease) in:
|
|
|
|
|
|
||||||
Accounts payable
|
(130,991
|
)
|
|
97,569
|
|
|
(17,426
|
)
|
|||
Accrued liabilities
|
(26,208
|
)
|
|
8,512
|
|
|
(8,161
|
)
|
|||
Net changes in components of operating assets and liabilities
|
$
|
(2,152
|
)
|
|
$
|
10,156
|
|
|
$
|
(90,650
|
)
|
|
Service-Based Awards
|
|
Performance-Based Awards
|
||||||||||||||||||
|
Number of
Phantom
Units
|
|
Average
Grant
Date Fair
Value
|
|
Total
Value
(in thousands)
|
|
Number of
Phantom
Units
|
|
Average
Grant
Date Fair
Value
|
|
Total
Value
(in thousands)
|
||||||||||
Unvested at December 31, 2017
|
239,837
|
|
|
$
|
34.81
|
|
|
$
|
8,349
|
|
|
582,375
|
|
|
$
|
34.73
|
|
|
$
|
20,228
|
|
Granted
|
28,484
|
|
|
$
|
22.12
|
|
|
630
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
||
Forfeited
|
(17,073
|
)
|
|
$
|
31.46
|
|
|
(537
|
)
|
|
(67,266
|
)
|
|
$
|
33.49
|
|
|
(2,253
|
)
|
||
Settled
|
(55,309
|
)
|
|
$
|
44.92
|
|
|
(2,484
|
)
|
|
(137,103
|
)
|
|
$
|
45.40
|
|
|
(6,224
|
)
|
||
Unvested at December 31, 2018
|
195,939
|
|
|
$
|
30.40
|
|
|
$
|
5,958
|
|
|
378,006
|
|
|
$
|
31.09
|
|
|
$
|
11,751
|
|
|
|
Expense Related to Equity-Based Compensation Plans
|
||||||||||
Consolidated Statement of Operations
|
|
2018
|
|
2017
|
|
2016
|
||||||
Onshore facilities and transportation operating costs
|
|
$
|
140
|
|
|
$
|
(1,137
|
)
|
|
$
|
1,688
|
|
Marine transportation operating costs
|
|
183
|
|
|
(483
|
)
|
|
1,089
|
|
|||
Sodium minerals and sulfur services operating costs
|
|
112
|
|
|
(533
|
)
|
|
547
|
|
|||
Offshore pipeline operating costs
|
|
297
|
|
|
(152
|
)
|
|
681
|
|
|||
General and administrative expenses
|
|
1,239
|
|
|
(2,272
|
)
|
|
4,575
|
|
|||
Total
|
|
$
|
1,971
|
|
|
$
|
(4,577
|
)
|
|
$
|
8,580
|
|
|
Sell (Short)
Contracts
|
|
Buy (Long)
Contracts
|
||||
Designated as hedges under accounting rules:
|
|
|
|
||||
Crude oil futures:
|
|
|
|
||||
Contract volumes (1,000 bbls)
|
56
|
|
|
—
|
|
||
Weighted average contract price per bbl
|
$
|
53.11
|
|
|
—
|
|
|
Not qualifying or not designated as hedges under accounting rules:
|
|
|
|
||||
Crude oil futures:
|
|
|
|
||||
Contract volumes (1,000 bbls)
|
293
|
|
|
234
|
|
||
Weighted average contract price per bbl
|
$
|
49.85
|
|
|
$
|
49.37
|
|
Natural gas swaps:
|
|
|
|
||||
Contract volumes (10,000 MMBTU)
|
502
|
|
|
—
|
|
||
Weighted average price differential per MMBTU
|
$
|
0.62
|
|
|
—
|
|
|
Natural gas futures:
|
|
|
|
||||
Contract volumes (10,000 MMBTU)
|
137
|
|
|
590
|
|
||
Weighted average contract price per MMBTU
|
$
|
3.53
|
|
|
$
|
2.91
|
|
Diesel futures:
|
|
|
|
||||
Contract volumes (1,000 bbls)
|
2
|
|
|
2
|
|
||
Weighted average contract price per bbl
|
$
|
1.89
|
|
|
$
|
1.85
|
|
NYM RBOB Gas futures:
|
|
|
|
||||
Contract volumes (42,000 gallons)
|
2
|
|
|
1
|
|
||
Weighted average contract price per gallon
|
$
|
1.35
|
|
|
$
|
1.29
|
|
Fuel oil futures:
|
|
|
|
||||
Contract volumes (1,000 bbls)
|
382
|
|
|
40
|
|
||
Weighted average contract price per bbl
|
$
|
51.41
|
|
|
$
|
49.94
|
|
Crude oil options:
|
|
|
|
||||
Contract volumes (1,000 bbls)
|
26
|
|
|
—
|
|
||
Weighted average premium received
|
$
|
2.66
|
|
|
$
|
—
|
|
Derivative Instrument
|
|
Hedged Risk
|
|
Impact of Unrealized Gains and Losses
|
||
|
|
Consolidated
Balance Sheets
|
|
Consolidated
Statements of Operations
|
||
Designated as hedges under accounting guidance:
|
||||||
Crude oil futures contracts (fair value hedge)
|
|
Volatility in crude oil prices - effect on market value of inventory
|
|
Derivative is recorded in Other current assets (offset against margin deposits) and offsetting change in fair value of inventory is recorded
in Inventories
|
|
Excess, if any, over effective portion of hedge is recorded in Onshore facilities and transportation costs - product costs
Effective portion is offset in cost of sales against change in value of inventory being hedged
|
Not qualifying or not designated as hedges under accounting guidance:
|
||||||
Commodity hedges consisting of crude oil, heating oil and natural gas futures, forward contracts, swaps and call options
|
|
Volatility in crude oil, natural gas and petroleum products prices - effect on market value of inventory or purchase commitments
|
|
Derivative is recorded in Other current assets (offset against margin deposits) or Accrued liabilities
|
|
Entire amount of change in fair value of derivative is recorded in Onshore facilities and transportation costs - product costs and Sodium minerals and sulfur services - operating costs
|
Preferred Distribution Rate Reset Election
|
|
This instrument is not related to a risk, but is rather part of a host contract with the issuance of our Preferred Units
|
|
Derivative is recorded in Other long-term liabilities
|
|
Entire amount of change in fair value of derivative is recorded in Other income (expense)
|
|
|
|
Fair Value
|
||||||||
|
Consolidated
Balance Sheets Location
|
|
December 31, 2018
|
|
|
|
December 31, 2017
|
||||
Asset Derivatives:
|
|
|
|
|
|
|
|
||||
Commodity derivatives—futures and call options (undesignated hedges):
|
|
|
|
|
|
|
|
||||
Gross amount of recognized assets
|
Current Assets - Other
|
|
$
|
3,431
|
|
|
|
|
$
|
505
|
|
Gross amount offset in the Consolidated Balance Sheets
|
Current Assets - Other
|
|
(1,361
|
)
|
|
|
|
(505
|
)
|
||
Net amount of assets presented in the Consolidated Balance Sheets
|
|
|
$
|
2,070
|
|
|
|
|
$
|
—
|
|
Natural Gas Swap (undesignated hedge)
|
Current Assets - Other
|
|
1,274
|
|
|
|
|
—
|
|
||
Commodity derivatives—futures and call options (designated hedges):
|
|
|
|
|
|
|
|
||||
Gross amount of recognized assets
|
Current Assets - Other
|
|
$
|
469
|
|
|
|
|
$
|
54
|
|
Gross amount offset in the Consolidated Balance Sheets
|
Current Assets - Other
|
|
(44
|
)
|
|
|
|
(54
|
)
|
||
Net amount of assets presented in the Consolidated Balance Sheets
|
|
|
$
|
425
|
|
|
|
|
$
|
—
|
|
Liability Derivatives:
|
|
|
|
|
|
|
|
||||
Preferred Distribution Rate Reset Election
(2)
|
Other Long-Term Liabilities
(2)
|
|
$
|
(40,840
|
)
|
|
|
|
$
|
(45,209
|
)
|
Natural Gas Swap (undesignated hedge)
|
Current Liabilities - Accrued Liabilities
|
|
(125
|
)
|
|
|
|
—
|
|
||
Commodity derivatives—futures and call options (undesignated hedges):
|
|
|
|
|
|
|
|
||||
Gross amount of recognized liabilities
|
Current Assets - Other
(1)
|
|
$
|
(1,361
|
)
|
|
|
|
$
|
(1,203
|
)
|
Gross amount offset in the Consolidated Balance Sheets
|
Current Assets - Other
(1)
|
|
1,361
|
|
|
|
|
1,203
|
|
||
Net amount of liabilities presented in the Consolidated Balance Sheets
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
Commodity derivatives—futures and call options (designated hedges):
|
|
|
|
|
|
|
|
||||
Gross amount of recognized liabilities
|
Current Assets - Other
(1)
|
|
$
|
(44
|
)
|
|
|
|
$
|
(863
|
)
|
Gross amount offset in the Consolidated Balance Sheets
|
Current Assets - Other
(1)
|
|
44
|
|
|
|
|
338
|
|
||
Net amount of liabilities presented in the Consolidated Balance Sheets
|
|
|
$
|
—
|
|
|
|
|
$
|
(525
|
)
|
(1)
|
These derivative liabilities have been funded with margin deposits recorded in our Consolidated Balance Sheets under Current Assets - Other.
|
(2)
|
|
|
|
Amount of Gain (Loss) Recognized in Income
|
||||||||||
|
|
|
Year Ended
December 31, |
||||||||||
|
Consolidated Statements of Operations Location
|
|
2018
|
|
2017
|
|
2016
|
||||||
Commodity derivatives—futures and call options:
|
|
|
|
|
|
|
|
||||||
Contracts designated as hedges under accounting guidance
|
Onshore facilities and transportation product costs
|
|
$
|
(544
|
)
|
|
$
|
5,116
|
|
|
$
|
(13,195
|
)
|
Contracts not considered hedges under accounting guidance
|
Onshore facilities and transportation product costs, sodium minerals and sulfur services operating costs
|
|
3,914
|
|
|
(1,314
|
)
|
|
(5,847
|
)
|
|||
Total commodity derivatives
|
|
|
$
|
3,370
|
|
|
$
|
3,802
|
|
|
$
|
(19,042
|
)
|
|
|
|
|
|
|
|
|
||||||
Natural Gas Swap
|
Sodium minerals and sulfur services operating costs
|
|
1,906
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||
Preferred Distribution Rate Reset Election (
Note 20
)
|
Other Income (Expense)
|
|
$
|
8,360
|
|
|
$
|
(10,472
|
)
|
|
$
|
—
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
Recurring Fair Value Measures
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||
Commodity derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
$
|
3,900
|
|
|
$
|
1,274
|
|
|
$
|
—
|
|
|
$
|
559
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liabilities
|
$
|
(1,405
|
)
|
|
$
|
(125
|
)
|
|
$
|
—
|
|
|
$
|
(2,066
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Preferred Distribution Rate Reset Election
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(40,840
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(45,209
|
)
|
Balance as of December 31, 2016
|
|
—
|
|
|
Initial valuation of Preferred Distribution Rate Reset Election
|
|
(34,450
|
)
|
|
Net Loss for the period including earnings
|
|
(10,472
|
)
|
|
Allocation of Distribution Paid-in-kind
|
|
(287
|
)
|
|
Balance as of December 31, 2017
|
|
(45,209
|
)
|
|
Net gain for the period included in earnings
|
|
8,360
|
|
|
Allocation of Distribution Paid-in-kind
|
|
(3,991
|
)
|
|
Balance as of December 31, 2018
|
|
$
|
(40,840
|
)
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Change in benefit obligation:
|
|
|
|
||||
Benefit Obligation, beginning of year
|
$
|
22,530
|
|
|
$
|
—
|
|
Service Cost
|
5,153
|
|
|
1,749
|
|
||
Interest Cost
|
862
|
|
|
267
|
|
||
Actuarial (Gain) Loss
|
(3,816
|
)
|
|
992
|
|
||
Benefits Paid
|
(218
|
)
|
|
(56
|
)
|
||
Acquisition of Alkali Business
|
—
|
|
|
19,578
|
|
||
Benefit Obligation, end of year
|
24,511
|
|
|
22,530
|
|
||
|
|
|
|
||||
Change in plan assets:
|
|
|
|
||||
Fair Value of Plan Assets, beginning of year
|
13,306
|
|
|
—
|
|
||
Actual Return (loss) on Plan Assets
|
(1,300
|
)
|
|
647
|
|
||
Employer Contributions
|
3,928
|
|
|
2,250
|
|
||
Benefits Paid
|
(218
|
)
|
|
(56
|
)
|
||
Acquisition of Alkali Business
|
—
|
|
|
10,465
|
|
||
Fair Value of Plan assets, end of year
|
15,716
|
|
|
13,306
|
|
||
Funded Status at end of period
|
$
|
(8,795
|
)
|
|
$
|
(9,224
|
)
|
Amounts recognized in the Consolidated Balance Sheet:
|
|
|
|
||||
Non-current assets
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
—
|
|
|
—
|
|
||
Non-current Liabilities
|
(8,795
|
)
|
|
(9,224
|
)
|
||
Net Liability at end of year
|
$
|
(8,795
|
)
|
|
$
|
(9,224
|
)
|
|
|
|
|
||||
Amounts recognized in accumulated other comprehensive income (loss):
|
|
|
|
||||
Net actuarial (gain) loss
|
(939
|
)
|
|
604
|
|
||
Amounts recognized in accumulated other comprehensive income ( loss:)
|
$
|
(939
|
)
|
|
$
|
604
|
|
Employer Contributions
|
|
||
Expected 2019 Contributions by Employer
|
$
|
3,550
|
|
Future Expected Benefit Payments
|
|
||
2019
|
$
|
587
|
|
2020
|
816
|
|
|
2021
|
962
|
|
|
2022
|
1,109
|
|
|
2023
|
1,265
|
|
|
2024-2028
|
8,465
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Service Cost
|
$
|
5,153
|
|
|
$
|
1,749
|
|
Interest Cost
|
862
|
|
|
267
|
|
||
Expected Return on Assets
|
(973
|
)
|
|
(259
|
)
|
||
|
$
|
5,042
|
|
|
$
|
1,757
|
|
Weighted average assumptions used to determine benefit obligation:
|
December 31, 2018
|
|
December 31, 2017
|
||
Discount Rate
|
4.62
|
%
|
|
3.90
|
%
|
Expected Long-term Rate of Return
|
6.41
|
%
|
|
6.28
|
%
|
Rate of Compensation Increase
|
N/A
|
|
|
N/A
|
|
|
2018
|
|
2017
|
||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||
Cash and cash equivalents
|
506
|
|
|
—
|
|
|
—
|
|
|
$
|
506
|
|
|
260
|
|
|
—
|
|
|
—
|
|
|
$
|
260
|
|
Equity securities
|
8,038
|
|
|
—
|
|
|
—
|
|
|
$
|
8,038
|
|
|
2,518
|
|
|
—
|
|
|
—
|
|
|
$
|
2,518
|
|
Mutual and other exchange traded funds
|
7,172
|
|
|
—
|
|
|
—
|
|
|
$
|
7,172
|
|
|
10,528
|
|
|
—
|
|
|
—
|
|
|
$
|
10,528
|
|
|
15,716
|
|
|
—
|
|
|
—
|
|
|
$
|
15,716
|
|
|
13,306
|
|
|
—
|
|
|
—
|
|
|
$
|
13,306
|
|
|
Office
Space
|
|
Transportation
Equipment
|
|
Terminals and
Tanks
|
|
Total
|
||||||||
2019
|
$
|
4,197
|
|
|
$
|
27,547
|
|
|
$
|
14,298
|
|
|
$
|
46,042
|
|
2020
|
4,119
|
|
|
24,642
|
|
|
10,594
|
|
|
39,355
|
|
||||
2021
|
3,298
|
|
|
19,536
|
|
|
7,840
|
|
|
30,674
|
|
||||
2022
|
2,692
|
|
|
18,113
|
|
|
6,653
|
|
|
27,458
|
|
||||
2023
|
961
|
|
|
17,290
|
|
|
9,378
|
|
|
27,629
|
|
||||
2024 and thereafter
|
3,735
|
|
|
45,390
|
|
|
77,104
|
|
|
126,229
|
|
||||
Total minimum lease obligations
|
$
|
19,002
|
|
|
$
|
152,518
|
|
|
$
|
125,867
|
|
|
$
|
297,387
|
|
Year Ended December 31, 2018
|
$
|
30,798
|
|
Year Ended December 31, 2017
|
$
|
36,933
|
|
Year Ended December 31, 2016
|
$
|
41,906
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
810
|
|
|
100
|
|
|
1,200
|
|
|||
Total current income tax expense
|
$
|
810
|
|
|
$
|
100
|
|
|
$
|
1,200
|
|
Deferred:
|
|
|
|
|
|
||||||
Federal
|
$
|
114
|
|
|
$
|
(5,530
|
)
|
|
$
|
1,862
|
|
State
|
574
|
|
|
1,471
|
|
|
280
|
|
|||
Total deferred income tax expense (benefit)
|
$
|
688
|
|
|
$
|
(4,059
|
)
|
|
$
|
2,142
|
|
Total income tax expense (benefit)
|
$
|
1,498
|
|
|
$
|
(3,959
|
)
|
|
$
|
3,342
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
11,491
|
|
|
$
|
9,506
|
|
Total long-term deferred tax asset
|
11,491
|
|
|
9,506
|
|
||
Valuation allowances
|
(1,758
|
)
|
|
(1,285
|
)
|
||
Total deferred tax assets
|
$
|
9,733
|
|
|
$
|
8,221
|
|
Deferred tax liabilities:
|
|
|
|
||||
Long-term:
|
|
|
|
||||
Fixed assets
|
$
|
(2,893
|
)
|
|
$
|
(3,896
|
)
|
Intangible assets
|
(18,209
|
)
|
|
(15,797
|
)
|
||
Other
|
(1,207
|
)
|
|
(441
|
)
|
||
Total long-term liability
|
(22,309
|
)
|
|
(20,134
|
)
|
||
Total deferred tax liabilities
|
$
|
(22,309
|
)
|
|
$
|
(20,134
|
)
|
Total net deferred tax liability
|
$
|
(12,576
|
)
|
|
$
|
(11,913
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Income(loss) from operations before income taxes
|
$
|
(10,294
|
)
|
|
$
|
78,120
|
|
|
$
|
114,424
|
|
Partnership income not subject to federal income tax
|
10,824
|
|
|
(77,704
|
)
|
|
(109,111
|
)
|
|||
Income subject to federal income taxes
|
$
|
530
|
|
|
$
|
416
|
|
|
$
|
5,313
|
|
Tax expense at federal statutory rate
|
$
|
111
|
|
|
$
|
146
|
|
|
$
|
1,860
|
|
State income taxes, net of federal tax
|
1,285
|
|
|
1,396
|
|
|
949
|
|
|||
Return to provision, federal and state
|
(128
|
)
|
|
(163
|
)
|
|
(198
|
)
|
|||
Other
|
230
|
|
|
(68
|
)
|
|
731
|
|
|||
Re-measurement of deferred taxes due to enacted tax rate change
|
—
|
|
|
(5,270
|
)
|
|
—
|
|
|||
Income tax expense (benefit)
|
$
|
1,498
|
|
|
$
|
(3,959
|
)
|
|
$
|
3,342
|
|
Effective tax rate on income from operations before income taxes
|
(15
|
)%
|
|
(5
|
)%
|
|
3
|
%
|
|
2018 Quarters
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
Revenues from continuing operations
|
$
|
725,808
|
|
|
$
|
752,388
|
|
|
$
|
745,278
|
|
|
$
|
689,296
|
|
Operating income
|
$
|
59,081
|
|
|
$
|
60,900
|
|
|
$
|
46,148
|
|
|
$
|
4,119
|
|
Net income (loss)
|
$
|
7,898
|
|
|
$
|
10,871
|
|
|
$
|
(1,634
|
)
|
|
$
|
(28,927
|
)
|
Net loss attributable to noncontrolling interest
|
$
|
136
|
|
|
$
|
126
|
|
|
$
|
1,311
|
|
|
$
|
4,144
|
|
Net income (loss) attributable to Genesis Energy, L.P.
|
$
|
8,034
|
|
|
$
|
10,997
|
|
|
$
|
(323
|
)
|
|
$
|
(24,783
|
)
|
Basic and diluted net income (loss) per common unit:
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per common unit
|
$
|
(0.07
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
(0.35
|
)
|
|
|
|
|
|
|
|
|
||||||||
Cash distributions per common unit
(1)
|
$
|
0.5200
|
|
|
$
|
0.5300
|
|
|
$
|
0.5400
|
|
|
$
|
0.5500
|
|
|
2017 Quarters
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
Revenues from continuing operations
|
$
|
415,491
|
|
|
$
|
406,723
|
|
|
$
|
486,114
|
|
|
$
|
720,049
|
|
Operating income
|
$
|
52,597
|
|
|
$
|
61,447
|
|
|
$
|
43,100
|
|
|
$
|
63,407
|
|
Net income
|
$
|
26,938
|
|
|
$
|
33,580
|
|
|
$
|
6,160
|
|
|
$
|
15,401
|
|
Net loss attributable to noncontrolling interest
|
$
|
152
|
|
|
$
|
153
|
|
|
$
|
152
|
|
|
$
|
111
|
|
Net income attributable to Genesis Energy, L.P.
|
$
|
27,090
|
|
|
$
|
33,733
|
|
|
$
|
6,312
|
|
|
$
|
15,512
|
|
Basic and diluted net income (loss) per common unit:
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per common unit
|
$
|
0.23
|
|
|
$
|
0.28
|
|
|
$
|
0.01
|
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
||||||||
Cash distributions per common unit
(1)
|
$
|
0.7100
|
|
|
$
|
0.7200
|
|
|
$
|
0.7225
|
|
|
$
|
0.5000
|
|
(1)
|
Represents cash distributions declared and paid in the applicable period.
|
Condensed Consolidating Balance Sheet
|
|||||||||||||||||||||||
December 31, 2018
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
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
|
|
|
$
|
—
|
|
|
$
|
8,968
|
|
|
$
|
1,326
|
|
|
$
|
—
|
|
|
$
|
10,300
|
|
Other current assets
|
50
|
|
|
—
|
|
|
419,809
|
|
|
13,285
|
|
|
(165
|
)
|
|
432,979
|
|
||||||
Total current assets
|
56
|
|
|
—
|
|
|
428,777
|
|
|
14,611
|
|
|
(165
|
)
|
|
443,279
|
|
||||||
Fixed Assets, at cost
|
—
|
|
|
—
|
|
|
5,363,274
|
|
|
77,584
|
|
|
—
|
|
|
5,440,858
|
|
||||||
Less: Accumulated depreciation
|
—
|
|
|
—
|
|
|
(994,609
|
)
|
|
(29,216
|
)
|
|
—
|
|
|
(1,023,825
|
)
|
||||||
Net fixed assets
|
—
|
|
|
—
|
|
|
4,368,665
|
|
|
48,368
|
|
|
—
|
|
|
4,417,033
|
|
||||||
Mineral Leaseholds, net of accumulated depletion
|
—
|
|
|
—
|
|
|
560,481
|
|
|
—
|
|
|
—
|
|
|
560,481
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
301,959
|
|
|
—
|
|
|
—
|
|
|
301,959
|
|
||||||
Other assets, net of amortization
|
10,776
|
|
|
—
|
|
|
440,312
|
|
|
117,766
|
|
|
(167,620
|
)
|
|
401,234
|
|
||||||
Advances to affiliates
|
3,305,568
|
|
|
—
|
|
|
—
|
|
|
103,061
|
|
|
(3,408,629
|
)
|
|
—
|
|
||||||
Equity investees
|
—
|
|
|
—
|
|
|
355,085
|
|
|
—
|
|
|
—
|
|
|
355,085
|
|
||||||
Investments in subsidiaries
|
2,648,510
|
|
|
—
|
|
|
60,532
|
|
|
—
|
|
|
(2,709,042
|
)
|
|
—
|
|
||||||
Total assets
|
$
|
5,964,910
|
|
|
$
|
—
|
|
|
$
|
6,515,811
|
|
|
$
|
283,806
|
|
|
$
|
(6,285,456
|
)
|
|
$
|
6,479,071
|
|
LIABILITIES AND CAPITAL
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities
|
$
|
39,342
|
|
|
$
|
—
|
|
|
$
|
266,252
|
|
|
$
|
27,350
|
|
|
$
|
(110
|
)
|
|
$
|
332,834
|
|
Senior secured credit facility
|
970,100
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
970,100
|
|
||||||
Senior unsecured notes, net of debt issuance costs
|
2,462,363
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,462,363
|
|
||||||
Deferred tax liabilities
|
—
|
|
|
—
|
|
|
12,576
|
|
|
—
|
|
|
—
|
|
|
12,576
|
|
||||||
Advances from affiliates
|
—
|
|
|
—
|
|
|
3,408,659
|
|
|
—
|
|
|
(3,408,659
|
)
|
|
—
|
|
||||||
Other liabilities
|
40,840
|
|
|
—
|
|
|
188,181
|
|
|
197,658
|
|
|
(167,481
|
)
|
|
259,198
|
|
||||||
Total liabilities
|
3,512,645
|
|
|
—
|
|
|
3,875,668
|
|
|
225,008
|
|
|
(3,576,250
|
)
|
|
4,037,071
|
|
||||||
Mezzanine Capital:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Class A Convertible Preferred Units
|
761,466
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
761,466
|
|
||||||
Partners’ capital, common units
|
1,690,799
|
|
|
—
|
|
|
2,639,204
|
|
|
70,002
|
|
|
(2,709,206
|
)
|
|
1,690,799
|
|
||||||
Accumulated other comprehensive income (loss)
(1)
|
—
|
|
|
—
|
|
|
939
|
|
|
—
|
|
|
—
|
|
|
939
|
|
||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,204
|
)
|
|
—
|
|
|
(11,204
|
)
|
||||||
Total liabilities, mezzanine capital and partners’ capital
|
$
|
5,964,910
|
|
|
$
|
—
|
|
|
$
|
6,515,811
|
|
|
$
|
283,806
|
|
|
$
|
(6,285,456
|
)
|
|
$
|
6,479,071
|
|
Condensed Consolidating Balance Sheet
|
|||||||||||||||||||||||
December 31, 2017
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
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, net of accumulated depletion
|
—
|
|
|
—
|
|
|
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
|
—
|
|
|
—
|
|
|
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 facility
|
1,099,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,099,200
|
|
||||||
Senior unsecured notes, net of debt issuance costs
|
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
|
2,026,147
|
|
|
—
|
|
|
2,683,506
|
|
|
89,026
|
|
|
(2,772,532
|
)
|
|
2,026,147
|
|
||||||
Accumulated other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
(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
|
|
Condensed Consolidating Statement of Operations
|
|||||||||||||||||||||||
Year Ended December 31, 2018
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
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
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
284,544
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
284,544
|
|
Sodium minerals and sulfur services
|
—
|
|
|
—
|
|
|
1,171,913
|
|
|
11,113
|
|
|
(8,592
|
)
|
|
1,174,434
|
|
||||||
Marine transportation
|
—
|
|
|
—
|
|
|
219,937
|
|
|
—
|
|
|
—
|
|
|
219,937
|
|
||||||
Onshore facilities and transportation
|
—
|
|
|
—
|
|
|
1,214,235
|
|
|
19,620
|
|
|
—
|
|
|
1,233,855
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
2,890,629
|
|
|
30,733
|
|
|
(8,592
|
)
|
|
2,912,770
|
|
||||||
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Onshore facilities and transportation costs
|
—
|
|
|
—
|
|
|
1,125,528
|
|
|
1,202
|
|
|
—
|
|
|
1,126,730
|
|
||||||
Marine transportation operating costs
|
—
|
|
|
—
|
|
|
172,527
|
|
|
—
|
|
|
—
|
|
|
172,527
|
|
||||||
Sodium minerals and sulfur services operating costs
|
—
|
|
|
—
|
|
|
911,135
|
|
|
9,948
|
|
|
(8,592
|
)
|
|
912,491
|
|
||||||
Offshore pipeline transportation operating costs
|
—
|
|
|
—
|
|
|
64,272
|
|
|
2,396
|
|
|
—
|
|
|
66,668
|
|
||||||
General and administrative
|
—
|
|
|
—
|
|
|
66,898
|
|
|
—
|
|
|
—
|
|
|
66,898
|
|
||||||
Depreciation, depletion and amortization
|
—
|
|
|
—
|
|
|
310,690
|
|
|
2,500
|
|
|
—
|
|
|
313,190
|
|
||||||
Gain on sale of assets
|
—
|
|
|
—
|
|
|
(42,264
|
)
|
|
—
|
|
|
—
|
|
|
(42,264
|
)
|
||||||
Impairment expense
|
—
|
|
|
—
|
|
|
100,093
|
|
|
26,189
|
|
|
—
|
|
|
126,282
|
|
||||||
Total costs and expenses
|
—
|
|
|
—
|
|
|
2,708,879
|
|
|
42,235
|
|
|
(8,592
|
)
|
|
2,742,522
|
|
||||||
OPERATING INCOME
|
—
|
|
|
—
|
|
|
181,750
|
|
|
(11,502
|
)
|
|
—
|
|
|
170,248
|
|
||||||
Equity in earnings of equity investees
|
—
|
|
|
—
|
|
|
43,626
|
|
|
—
|
|
|
—
|
|
|
43,626
|
|
||||||
Equity in earnings of subsidiaries
|
219,615
|
|
|
—
|
|
|
(18,564
|
)
|
|
—
|
|
|
(201,051
|
)
|
|
—
|
|
||||||
Interest expense, net
|
(230,713
|
)
|
|
—
|
|
|
14,706
|
|
|
(13,184
|
)
|
|
—
|
|
|
(229,191
|
)
|
||||||
Other income
|
5,023
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,023
|
|
||||||
Income before income taxes
|
(6,075
|
)
|
|
—
|
|
|
221,518
|
|
|
(24,686
|
)
|
|
(201,051
|
)
|
|
(10,294
|
)
|
||||||
Income tax benefit (expense)
|
—
|
|
|
—
|
|
|
(1,727
|
)
|
|
229
|
|
|
—
|
|
|
(1,498
|
)
|
||||||
NET INCOME (LOSS)
|
(6,075
|
)
|
|
—
|
|
|
219,791
|
|
|
(24,457
|
)
|
|
(201,051
|
)
|
|
(11,792
|
)
|
||||||
Net loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
5,717
|
|
|
—
|
|
|
5,717
|
|
||||||
NET INCOME (LOSS) ATTRIBUTABLE TO GENESIS ENERGY, L.P.
|
$
|
(6,075
|
)
|
|
$
|
—
|
|
|
$
|
219,791
|
|
|
$
|
(18,740
|
)
|
|
$
|
(201,051
|
)
|
|
$
|
(6,075
|
)
|
Less: Accumulated distributions attributable to Class A Convertible Preferred Units
|
(69,801
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(69,801
|
)
|
||||||
NET INCOME (LOSS) AVAILABLE TO COMMON UNIT HOLDERS
|
$
|
(75,876
|
)
|
|
$
|
—
|
|
|
$
|
219,791
|
|
|
$
|
(18,740
|
)
|
|
$
|
(201,051
|
)
|
|
$
|
(75,876
|
)
|
Condensed Consolidating Statement of Operations
|
|||||||||||||||||||||||
Year Ended December 31, 2017
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
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
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
318,239
|
|
|
|
|
$
|
—
|
|
|
$
|
318,239
|
|
||
Sodium minerals and sulfur services
|
—
|
|
|
—
|
|
|
460,790
|
|
|
9,252
|
|
|
(7,420
|
)
|
|
462,622
|
|
||||||
Marine transportation
|
—
|
|
|
—
|
|
|
205,287
|
|
|
—
|
|
|
—
|
|
|
205,287
|
|
||||||
Onshore facilities and transportation
|
—
|
|
|
—
|
|
|
1,023,293
|
|
|
18,936
|
|
|
—
|
|
|
1,042,229
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
2,007,609
|
|
|
28,188
|
|
|
(7,420
|
)
|
|
2,028,377
|
|
||||||
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Onshore facilities and transportation costs
|
—
|
|
|
—
|
|
|
967,558
|
|
|
1,089
|
|
|
—
|
|
|
968,647
|
|
||||||
Marine transportation operating costs
|
—
|
|
|
—
|
|
|
154,606
|
|
|
—
|
|
|
—
|
|
|
154,606
|
|
||||||
Sodium minerals and sulfur services operating costs
|
—
|
|
|
—
|
|
|
332,209
|
|
|
9,129
|
|
|
(7,420
|
)
|
|
333,918
|
|
||||||
Offshore pipeline transportation operating costs
|
—
|
|
|
—
|
|
|
69,225
|
|
|
2,840
|
|
|
—
|
|
|
72,065
|
|
||||||
General and administrative
|
—
|
|
|
—
|
|
|
66,421
|
|
|
—
|
|
|
—
|
|
|
66,421
|
|
||||||
Depreciation, depletion and amortization
|
—
|
|
|
—
|
|
|
249,980
|
|
|
2,500
|
|
|
—
|
|
|
252,480
|
|
||||||
Gain on sale of assets
|
—
|
|
|
—
|
|
|
(40,311
|
)
|
|
—
|
|
|
—
|
|
|
(40,311
|
)
|
||||||
Total costs and expenses
|
—
|
|
|
—
|
|
|
1,799,688
|
|
|
15,558
|
|
|
(7,420
|
)
|
|
1,807,826
|
|
||||||
OPERATING INCOME
|
—
|
|
|
—
|
|
|
207,921
|
|
|
12,630
|
|
|
—
|
|
|
220,551
|
|
||||||
Equity in earnings of equity investees
|
—
|
|
|
—
|
|
|
51,046
|
|
|
—
|
|
|
—
|
|
|
51,046
|
|
||||||
Equity in earnings of subsidiaries
|
276,341
|
|
|
—
|
|
|
(520
|
)
|
|
—
|
|
|
(275,821
|
)
|
|
—
|
|
||||||
Interest expense, net
|
(176,979
|
)
|
|
—
|
|
|
14,122
|
|
|
(13,905
|
)
|
|
—
|
|
|
(176,762
|
)
|
||||||
Other expense
|
(16,715
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,715
|
)
|
||||||
Income before income taxes
|
82,647
|
|
|
—
|
|
|
272,569
|
|
|
(1,275
|
)
|
|
(275,821
|
)
|
|
78,120
|
|
||||||
Income tax expense
|
—
|
|
|
—
|
|
|
3,928
|
|
|
31
|
|
|
—
|
|
|
3,959
|
|
||||||
NET INCOME
|
82,647
|
|
|
—
|
|
|
276,497
|
|
|
(1,244
|
)
|
|
(275,821
|
)
|
|
82,079
|
|
||||||
Net loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
568
|
|
|
—
|
|
|
568
|
|
||||||
NET INCOME ATTRIBUTABLE TO GENESIS ENERGY, L.P.
|
$
|
82,647
|
|
|
$
|
—
|
|
|
$
|
276,497
|
|
|
$
|
(676
|
)
|
|
$
|
(275,821
|
)
|
|
$
|
82,647
|
|
Less: Accumulated distributions attributable to Class A Convertible Preferred Units
|
(21,995
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,995
|
)
|
||||||
NET INCOME AVAILABLE TO COMMON UNIT HOLDERS
|
$
|
60,652
|
|
|
$
|
—
|
|
|
$
|
276,497
|
|
|
$
|
(676
|
)
|
|
$
|
(275,821
|
)
|
|
$
|
60,652
|
|
Condensed Consolidating Statement of Operations
|
|||||||||||||||||||||||
Year Ended December 31, 2016
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
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
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
334,679
|
|
|
|
|
$
|
—
|
|
|
$
|
334,679
|
|
||
Sodium minerals and sulfur services
|
—
|
|
|
—
|
|
|
171,389
|
|
|
7,873
|
|
|
(7,759
|
)
|
|
171,503
|
|
||||||
Marine transportation
|
—
|
|
|
—
|
|
|
213,021
|
|
|
—
|
|
|
—
|
|
|
213,021
|
|
||||||
Onshore facilities and transportation
|
—
|
|
|
—
|
|
|
972,794
|
|
|
20,496
|
|
|
—
|
|
|
993,290
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
1,691,883
|
|
|
28,369
|
|
|
(7,759
|
)
|
|
1,712,493
|
|
||||||
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Onshore facilities and transportation costs
|
—
|
|
|
—
|
|
|
923,567
|
|
|
1,060
|
|
|
—
|
|
|
924,627
|
|
||||||
Marine transportation operating costs
|
—
|
|
|
—
|
|
|
142,551
|
|
|
—
|
|
|
—
|
|
|
142,551
|
|
||||||
Sodium minerals and sulfur services operating costs
|
—
|
|
|
—
|
|
|
90,711
|
|
|
8,491
|
|
|
(7,759
|
)
|
|
91,443
|
|
||||||
Offshore pipeline transportation operating costs
|
—
|
|
|
—
|
|
|
68,791
|
|
|
10,833
|
|
|
—
|
|
|
79,624
|
|
||||||
General and administrative
|
—
|
|
|
—
|
|
|
45,625
|
|
|
—
|
|
|
—
|
|
|
45,625
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
219,696
|
|
|
2,500
|
|
|
—
|
|
|
222,196
|
|
||||||
Total costs and expenses
|
—
|
|
|
—
|
|
|
1,490,941
|
|
|
22,884
|
|
|
(7,759
|
)
|
|
1,506,066
|
|
||||||
OPERATING INCOME
|
—
|
|
|
—
|
|
|
200,942
|
|
|
5,485
|
|
|
—
|
|
|
206,427
|
|
||||||
Equity in earnings of equity investees
|
—
|
|
|
—
|
|
|
47,944
|
|
|
—
|
|
|
—
|
|
|
47,944
|
|
||||||
Equity in earnings of subsidiaries
|
253,048
|
|
|
—
|
|
|
(6,744
|
)
|
|
—
|
|
|
(246,304
|
)
|
|
—
|
|
||||||
Interest expense, net
|
(139,799
|
)
|
|
—
|
|
|
14,407
|
|
|
(14,555
|
)
|
|
—
|
|
|
(139,947
|
)
|
||||||
Income before income taxes
|
113,249
|
|
|
—
|
|
|
256,549
|
|
|
(9,070
|
)
|
|
(246,304
|
)
|
|
114,424
|
|
||||||
Income tax expense
|
—
|
|
|
—
|
|
|
(3,337
|
)
|
|
(5
|
)
|
|
—
|
|
|
(3,342
|
)
|
||||||
NET INCOME
|
$
|
113,249
|
|
|
$
|
—
|
|
|
$
|
253,212
|
|
|
$
|
(9,075
|
)
|
|
$
|
(246,304
|
)
|
|
$
|
111,082
|
|
Net loss attributable to noncontrolling interest
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,167
|
|
|
$
|
—
|
|
|
2,167
|
|
|
NET INCOME ATTRIBUTABLE TO GENESIS ENERGY, L.P.
|
$
|
113,249
|
|
|
$
|
—
|
|
|
$
|
253,212
|
|
|
$
|
(6,908
|
)
|
|
$
|
(246,304
|
)
|
|
$
|
113,249
|
|
Less: Accumulated distributions attributable to Class A Convertible Preferred Units
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
NET INCOME AVAILABLE TO COMMON UNIT HOLDERS
|
$
|
113,249
|
|
|
$
|
—
|
|
|
$
|
253,212
|
|
|
$
|
(6,908
|
)
|
|
$
|
(246,304
|
)
|
|
$
|
113,249
|
|
Condensed Consolidating Statement of Cash Flows
|
|||||||||||||||||||||||
Year Ended December 31, 2018
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Genesis
Energy, L.P.
(Parent and
Co-Issuer)
|
|
Genesis
Energy Finance
Corporation
(Co-Issuer)
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Genesis
Energy, L.P.
Consolidated
|
||||||||||||
Net cash (used in) provided by operating activities
|
$
|
28,784
|
|
|
$
|
—
|
|
|
$
|
595,510
|
|
|
$
|
2,556
|
|
|
$
|
(236,811
|
)
|
|
$
|
390,039
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Payments to acquire fixed and intangible assets
|
—
|
|
|
—
|
|
|
(195,367
|
)
|
|
—
|
|
|
—
|
|
|
(195,367
|
)
|
||||||
Cash distributions received from equity investees - return of investment
|
—
|
|
|
—
|
|
|
28,979
|
|
|
—
|
|
|
—
|
|
|
28,979
|
|
||||||
Investments in equity investees
|
—
|
|
|
—
|
|
|
(3,018
|
)
|
|
—
|
|
|
—
|
|
|
(3,018
|
)
|
||||||
Intercompany transfers
|
503,144
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(503,144
|
)
|
|
—
|
|
||||||
Repayments on loan to non-guarantor subsidiary
|
—
|
|
|
—
|
|
|
7,484
|
|
|
—
|
|
|
(7,484
|
)
|
|
—
|
|
||||||
Proceeds from asset sales
|
—
|
|
|
—
|
|
|
310,099
|
|
|
—
|
|
|
—
|
|
|
310,099
|
|
||||||
Net cash provided by (used in) provided by investing activities
|
503,144
|
|
|
—
|
|
|
148,177
|
|
|
—
|
|
|
(510,628
|
)
|
|
140,693
|
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Borrowings on senior secured credit facility
|
980,700
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
980,700
|
|
||||||
Repayments on senior secured credit facility
|
(1,109,800
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,109,800
|
)
|
||||||
Repayment of senior unsecured notes
|
(145,170
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(145,170
|
)
|
||||||
Debt issuance costs
|
(242
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(242
|
)
|
||||||
Intercompany transfers
|
—
|
|
|
—
|
|
|
(485,506
|
)
|
|
(17,638
|
)
|
|
503,144
|
|
|
—
|
|
||||||
Distributions to partners/owners
|
(257,416
|
)
|
|
—
|
|
|
(257,416
|
)
|
|
—
|
|
|
257,416
|
|
|
(257,416
|
)
|
||||||
Contributions from noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
2,592
|
|
|
—
|
|
|
2,592
|
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
(137
|
)
|
|
13,121
|
|
|
(13,121
|
)
|
|
(137
|
)
|
||||||
Net cash provided by (used in) financing activities
|
(531,928
|
)
|
|
—
|
|
|
(743,059
|
)
|
|
(1,925
|
)
|
|
747,439
|
|
|
(529,473
|
)
|
||||||
Net increase in cash and cash equivalents
|
—
|
|
|
—
|
|
|
628
|
|
|
631
|
|
|
—
|
|
|
1,259
|
|
||||||
Cash and cash equivalents at beginning of period
|
6
|
|
|
—
|
|
|
8,340
|
|
|
695
|
|
|
—
|
|
|
9,041
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
8,968
|
|
|
$
|
1,326
|
|
|
$
|
—
|
|
|
$
|
10,300
|
|
Condensed Consolidating Statement of Cash Flows
|
|||||||||||||||||||||||
Year Ended December 31, 2017
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Genesis
Energy, L.P.
(Parent and
Co-Issuer)
|
|
Genesis
Energy Finance
Corporation
(Co-Issuer)
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Genesis
Energy, L.P.
Consolidated
|
||||||||||||
Net cash (used in) provided by operating activities
|
$
|
162,980
|
|
|
$
|
—
|
|
|
$
|
466,425
|
|
|
$
|
(4,585
|
)
|
|
$
|
(301,264
|
)
|
|
$
|
323,556
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Payments to acquire fixed and intangible assets
|
—
|
|
|
—
|
|
|
(250,593
|
)
|
|
—
|
|
|
—
|
|
|
(250,593
|
)
|
||||||
Cash distributions received from equity investees - return of investment
|
—
|
|
|
—
|
|
|
35,582
|
|
|
—
|
|
|
—
|
|
|
35,582
|
|
||||||
Investments in equity investees
|
(140,513
|
)
|
|
—
|
|
|
(4,647
|
)
|
|
—
|
|
|
140,513
|
|
|
(4,647
|
)
|
||||||
Acquisitions
|
—
|
|
|
—
|
|
|
(1,325,759
|
)
|
|
—
|
|
|
—
|
|
|
(1,325,759
|
)
|
||||||
Intercompany transfers
|
(1,157,781
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,157,781
|
|
|
—
|
|
||||||
Repayments on loan to non-guarantor subsidiary
|
—
|
|
|
—
|
|
|
6,764
|
|
|
—
|
|
|
(6,764
|
)
|
|
—
|
|
||||||
Contributions in aid of construction costs
|
—
|
|
|
—
|
|
|
124
|
|
|
—
|
|
|
—
|
|
|
124
|
|
||||||
Proceeds from assets sales
|
—
|
|
|
—
|
|
|
85,722
|
|
|
—
|
|
|
—
|
|
|
85,722
|
|
||||||
Net cash (used in) provided by investing activities
|
(1,298,294
|
)
|
|
—
|
|
|
(1,452,807
|
)
|
|
—
|
|
|
1,291,530
|
|
|
(1,459,571
|
)
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Borrowings on senior secured credit facility
|
1,458,700
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,458,700
|
|
||||||
Repayments on senior secured credit facility
|
(1,637,700
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,637,700
|
)
|
||||||
Proceeds from issuance of senior unsecured notes, including premium
|
1,000,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,000,000
|
|
||||||
Proceeds from issuance of Series A convertible preferred
|
726,419
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
726,419
|
|
||||||
Repayment of senior unsecured notes
|
(204,830
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(204,830
|
)
|
||||||
Debt issuance costs
|
(25,913
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,913
|
)
|
||||||
Intercompany transfers
|
—
|
|
|
—
|
|
|
1,169,781
|
|
|
(12,000
|
)
|
|
(1,157,781
|
)
|
|
—
|
|
||||||
Issuance of common units for cash, net
|
140,513
|
|
|
—
|
|
|
140,513
|
|
|
—
|
|
|
(140,513
|
)
|
|
140,513
|
|
||||||
Distributions to partners/owners
|
(321,875
|
)
|
|
—
|
|
|
(321,875
|
)
|
|
—
|
|
|
321,875
|
|
|
(321,875
|
)
|
||||||
Contributions from noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
2,770
|
|
|
—
|
|
|
2,770
|
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
(57
|
)
|
|
13,847
|
|
|
(13,847
|
)
|
|
(57
|
)
|
||||||
Net cash provided by (used in) financing activities
|
1,135,314
|
|
|
—
|
|
|
988,362
|
|
|
4,617
|
|
|
(990,266
|
)
|
|
1,138,027
|
|
||||||
Net increase in cash and cash equivalents
|
—
|
|
|
—
|
|
|
1,980
|
|
|
32
|
|
|
—
|
|
|
2,012
|
|
||||||
Cash and cash equivalents at beginning of period
|
6
|
|
|
—
|
|
|
6,360
|
|
|
663
|
|
|
—
|
|
|
7,029
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
8,340
|
|
|
$
|
695
|
|
|
$
|
—
|
|
|
$
|
9,041
|
|
Condensed Consolidating Statement of Cash Flows
|
|||||||||||||||||||||||
Year Ended December 31, 2016
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Genesis
Energy, L.P.
(Parent and
Co-Issuer)
|
|
Genesis
Energy Finance
Corporation
(Co-Issuer)
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Genesis
Energy, L.P.
Consolidated
|
||||||||||||
Net cash (used in) provided by operating activities
|
$
|
179,853
|
|
|
$
|
—
|
|
|
$
|
382,734
|
|
|
$
|
9,586
|
|
|
$
|
(289,421
|
)
|
|
$
|
282,752
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Payments to acquire fixed and intangible assets
|
—
|
|
|
—
|
|
|
(463,100
|
)
|
|
—
|
|
|
—
|
|
|
(463,100
|
)
|
||||||
Cash distributions received from equity investees - return of investment
|
—
|
|
|
—
|
|
|
36,939
|
|
|
—
|
|
|
—
|
|
|
36,939
|
|
||||||
Investments in equity investees
|
(298,020
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
298,020
|
|
|
—
|
|
||||||
Acquisitions
|
—
|
|
|
—
|
|
|
(25,394
|
)
|
|
—
|
|
|
—
|
|
|
(25,394
|
)
|
||||||
Intercompany transfers
|
(31,436
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31,436
|
|
|
—
|
|
||||||
Repayments on loan to non-guarantor subsidiary
|
—
|
|
|
—
|
|
|
6,113
|
|
|
—
|
|
|
(6,113
|
)
|
|
—
|
|
||||||
Contributions in aid of construction costs
|
—
|
|
|
—
|
|
|
13,374
|
|
|
—
|
|
|
—
|
|
|
13,374
|
|
||||||
Proceeds from asset sales
|
—
|
|
|
—
|
|
|
3,609
|
|
|
—
|
|
|
—
|
|
|
3,609
|
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
(151
|
)
|
|
—
|
|
|
—
|
|
|
(151
|
)
|
||||||
Net cash (used in) provided by investing activities
|
(329,456
|
)
|
|
—
|
|
|
(428,610
|
)
|
|
—
|
|
|
323,343
|
|
|
(434,723
|
)
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Borrowings on senior secured credit facility
|
1,115,800
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,115,800
|
|
||||||
Repayments on senior secured credit facility
|
(952,600
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(952,600
|
)
|
||||||
Debt issuance costs
|
(1,578
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,578
|
)
|
||||||
Distribution to partners/owners
|
(310,039
|
)
|
|
—
|
|
|
(310,039
|
)
|
|
—
|
|
|
310,039
|
|
|
(310,039
|
)
|
||||||
Contributions from noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
236
|
|
|
—
|
|
|
236
|
|
||||||
Issuance of common units for cash, net
|
298,020
|
|
|
—
|
|
|
298,020
|
|
|
—
|
|
|
(298,020
|
)
|
|
298,020
|
|
||||||
Intercompany transfers
|
—
|
|
|
—
|
|
|
57,701
|
|
|
(26,264
|
)
|
|
(31,437
|
)
|
|
—
|
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
(1,734
|
)
|
|
14,504
|
|
|
(14,504
|
)
|
|
(1,734
|
)
|
||||||
Net cash provided by (used in) financing activities
|
149,603
|
|
|
—
|
|
|
43,948
|
|
|
(11,524
|
)
|
|
(33,922
|
)
|
|
148,105
|
|
||||||
Net decrease in cash and cash equivalents
|
—
|
|
|
—
|
|
|
(1,928
|
)
|
|
(1,938
|
)
|
|
—
|
|
|
(3,866
|
)
|
||||||
Cash and cash equivalents at beginning of period
|
6
|
|
|
—
|
|
|
8,288
|
|
|
2,601
|
|
|
—
|
|
|
10,895
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
6,360
|
|
|
$
|
663
|
|
|
$
|
—
|
|
|
$
|
7,029
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
261
|
|
|
$
|
132
|
|
Accounts receivable—trade
|
15,578
|
|
|
14,443
|
|
||
Accounts receivable—related parties
|
1,189
|
|
|
1,121
|
|
||
Crude oil inventory
|
1,565
|
|
|
2,691
|
|
||
Other current assets
|
318
|
|
|
324
|
|
||
Total current assets
|
18,911
|
|
|
18,711
|
|
||
FIXED ASSETS, net
|
202,116
|
|
|
217,343
|
|
||
OTHER ASSETS
|
886
|
|
|
1,203
|
|
||
TOTAL ASSETS
|
$
|
221,913
|
|
|
$
|
237,257
|
|
LIABILITIES AND MEMBERS’ EQUITY
|
|
|
|
||||
CURRENT LIABILITIES:
|
|
|
|
||||
Accounts payable – trade
|
$
|
2,548
|
|
|
$
|
1,757
|
|
Accounts payable – related parties
|
2,664
|
|
|
2,384
|
|
||
Deferred revenue
|
9,187
|
|
|
11,357
|
|
||
Other current liabilities
|
1,510
|
|
|
2,062
|
|
||
Total current liabilities
|
15,909
|
|
|
17,560
|
|
||
LONG-TERM DEBT
|
208,300
|
|
|
206,600
|
|
||
OTHER LIABILITIES
|
34,581
|
|
|
30,834
|
|
||
MEMBERS' EQUITY (DEFICIT)
|
(36,877
|
)
|
|
(17,737
|
)
|
||
TOTAL LIABILITIES AND MEMBERS' EQUITY
|
$
|
221,913
|
|
|
$
|
237,257
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
CRUDE OIL HANDLING REVENUES:
|
|
|
|
|
|
||||||
Third parties
|
$
|
99,356
|
|
|
$
|
98,024
|
|
|
$
|
100,383
|
|
Related parties
|
16,139
|
|
|
19,109
|
|
|
19,899
|
|
|||
Total crude oil handling revenues
|
115,495
|
|
|
117,133
|
|
|
120,282
|
|
|||
COSTS AND EXPENSES:
|
|
|
|
|
|
||||||
Crude oil handling costs
|
|
|
|
|
|
||||||
Third parties
|
2,470
|
|
|
1,774
|
|
|
1,989
|
|
|||
Related parties
|
6,345
|
|
|
5,889
|
|
|
3,788
|
|
|||
Total crude oil handling costs
|
8,815
|
|
|
7,663
|
|
|
5,777
|
|
|||
Other operating costs and expenses
|
|
|
|
|
|
||||||
Third parties
|
823
|
|
|
852
|
|
|
1,238
|
|
|||
Related parties
|
8,640
|
|
|
8,388
|
|
|
7,914
|
|
|||
Total other operating costs and expenses
|
9,463
|
|
|
9,240
|
|
|
9,152
|
|
|||
Depreciation and accretion expenses
|
16,218
|
|
|
15,633
|
|
|
15,615
|
|
|||
General and administrative costs
|
65
|
|
|
45
|
|
|
101
|
|
|||
Total costs and expenses
|
34,561
|
|
|
32,581
|
|
|
30,645
|
|
|||
OPERATING INCOME
|
80,934
|
|
|
84,552
|
|
|
89,637
|
|
|||
Interest expense
|
7,974
|
|
|
6,026
|
|
|
4,729
|
|
|||
NET INCOME
|
$
|
72,960
|
|
|
$
|
78,526
|
|
|
$
|
84,908
|
|
|
Poseidon Pipeline Company, L.L.C.
|
|
Shell Midstream Partners, L.P.
|
|
GEL Poseidon, LLC
|
|
Total
|
||||||||
January 1, 2016
|
15,022
|
|
|
$
|
15,022
|
|
|
$
|
11,685
|
|
|
$
|
41,729
|
|
|
Net income
|
30,567
|
|
|
30,567
|
|
|
23,774
|
|
|
$
|
84,908
|
|
|||
Cash distributions to members
|
(41,868
|
)
|
|
(41,868
|
)
|
|
(32,564
|
)
|
|
$
|
(116,300
|
)
|
|||
December 31, 2016
|
3,721
|
|
|
3,721
|
|
|
2,895
|
|
|
10,337
|
|
||||
Net income
|
28,269
|
|
|
28,269
|
|
|
21,988
|
|
|
$
|
78,526
|
|
|||
Cash distributions to members
|
(38,376
|
)
|
|
(38,376
|
)
|
|
(29,848
|
)
|
|
$
|
(106,600
|
)
|
|||
December 31, 2017
|
(6,386
|
)
|
|
(6,386
|
)
|
|
(4,965
|
)
|
|
(17,737
|
)
|
||||
Net income
|
26,266
|
|
|
26,266
|
|
|
20,428
|
|
|
$
|
72,960
|
|
|||
Cash distributions to members
|
(33,156
|
)
|
|
(33,156
|
)
|
|
(25,788
|
)
|
|
$
|
(92,100
|
)
|
|||
December 31, 2018
|
$
|
(13,276
|
)
|
|
$
|
(13,276
|
)
|
|
$
|
(10,325
|
)
|
|
$
|
(36,877
|
)
|
|
At December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Pipelines and facilities
|
$
|
433,560
|
|
|
$
|
433,174
|
|
|
$
|
433,105
|
|
Construction in progress
|
—
|
|
|
87
|
|
|
32
|
|
|||
Total
|
433,560
|
|
|
433,261
|
|
|
433,137
|
|
|||
Less accumulated depreciation
|
(231,444
|
)
|
|
(215,918
|
)
|
|
(200,401
|
)
|
|||
Fixed assets, net
|
$
|
202,116
|
|
|
$
|
217,343
|
|
|
$
|
232,736
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
ARO liability, beginning of period
|
$
|
1,629
|
|
|
$
|
1,513
|
|
|
$
|
1,405
|
|
Liabilities settled
|
(604
|
)
|
|
—
|
|
|
—
|
|
|||
Accretion expense
|
127
|
|
|
116
|
|
|
108
|
|
|||
Revisions in expected cash flows
|
1,341
|
|
|
—
|
|
|
—
|
|
|||
Gain on settlement
|
(775
|
)
|
|
—
|
|
|
—
|
|
|||
ARO liability, end of period
|
$
|
1,718
|
|
|
$
|
1,629
|
|
|
$
|
1,513
|
|
2019
|
2020
|
2021
|
|
2022
|
|
2023
|
|||||||
$
|
133
|
|
$
|
143
|
|
$
|
154
|
|
$
|
166
|
|
$
|
179
|
|
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Crude oil handling revenues:
|
|
|
|
|
|
|||||||||
|
Genesis affiliates
|
994
|
|
|
986
|
|
|
1,007
|
|
|||||
|
Shell affiliates
|
15,145
|
|
|
18,123
|
|
|
18,892
|
|
|||||
|
Total
|
$
|
16,139
|
|
|
$
|
19,109
|
|
|
$
|
19,899
|
|
||
Crude oil handling costs:
|
|
|
|
|
|
|||||||||
|
Genesis affiliates
|
3,917
|
|
|
3,951
|
|
|
2,930
|
|
|||||
|
Shell affiliates
|
2,428
|
|
|
1,938
|
|
|
858
|
|
|||||
|
Total
|
$
|
6,345
|
|
|
$
|
5,889
|
|
|
$
|
3,788
|
|
||
Other operating costs and expenses:
|
|
|
|
|
|
|||||||||
|
Genesis affiliates
|
8,640
|
|
|
8,388
|
|
|
7,914
|
|
|||||
|
Total
|
$
|
8,640
|
|
|
$
|
8,388
|
|
|
$
|
7,914
|
|
|
At December 31,
|
||||||
|
2018
|
|
2017
|
||||
Accounts receivable - related parties:
|
|
|
|
||||
Genesis affiliates
|
$
|
—
|
|
|
$
|
—
|
|
Shell affiliates
|
1,189
|
|
|
1,121
|
|
||
Total accounts receivable - related parties
|
$
|
1,189
|
|
|
$
|
1,121
|
|
|
|
|
|
||||
Accounts payable - related parties:
|
|
|
|
||||
Genesis affiliates
|
2,392
|
|
|
2,175
|
|
||
Shell affiliates
|
272
|
|
|
209
|
|
||
Total accounts payable - related parties
|
$
|
2,664
|
|
|
$
|
2,384
|
|
SUBSIDIARY
|
|
JURISDICTION OF ORGANIZATION
|
ANTELOPE REFINING, LLC
|
|
DELAWARE
|
AP MARINE, LLC
|
|
DELAWARE
|
BR PORT SERVICES, LLC
|
|
DELAWARE
|
CAMERON HIGHWAY OIL PIPELINE COMPANY, LLC
|
|
DELAWARE
|
CAMERON HIGHWAY PIPELINE GP, L.L.C.
|
|
DELAWARE
|
CAMERON HIGHWAY PIPELINE I, L.P.
|
|
DELAWARE
|
CASPER EXPRESS PIPELINE, LLC
|
|
DELAWARE
|
DAVISON PETROLEUM SUPPLY, LLC
|
|
DELAWARE
|
DAVISON TRANSPORTATION SERVICES, INC.
|
|
DELAWARE
|
DAVISON TRANSPORTATION SERVICES, LLC
|
|
DELAWARE
|
DEEPWATER GATEWAY, L.L.C.
|
|
DELAWARE
|
FLEXTREND DEVELOPMENT COMPANY, L.L.C.
|
|
DELAWARE
|
GEL CHOPS GP, LLC
|
|
DELAWARE
|
GEL CHOPS I, L.P.
|
|
DELAWARE
|
GEL CHOPS II, L.P.
|
|
DELAWARE
|
GEL DEEPWATER, LLC
|
|
DELAWARE
|
GEL IHUB, LLC
|
|
DELAWARE
|
GEL ODYSSEY, LLC
|
|
DELAWARE
|
GEL OFFSHORE PIPELINE, LLC
|
|
DELAWARE
|
GEL OFFSHORE, LLC
|
|
DELAWARE
|
GEL PIPELINE OFFSHORE, LLC
|
|
DELAWARE
|
GEL POSEIDON, LLC
|
|
DELAWARE
|
GEL PALOMA, LLC
|
|
DELAWARE
|
GEL SEKCO, LLC
|
|
DELAWARE
|
GEL TEX MARKETING, LLC
|
|
DELAWARE
|
GEL TEXAS PIPELINE, LLC
|
|
DELAWARE
|
GEL WYOMING, LLC
|
|
DELAWARE
|
GENESIS ALKALI HOLDINGS, LLC
|
|
DELAWARE
|
GENESIS ALKALI, LLC
|
|
DELAWARE
|
GENESIS ALKALI WYOMING, LP
|
|
DELAWARE
|
GENESIS BR, LLC
|
|
DELAWARE
|
GENESIS CHOPS I, LLC
|
|
DELAWARE
|
GENESIS CHOPS II, LLC
|
|
DELAWARE
|
GENESIS CRUDE OIL, L.P.
|
|
DELAWARE
|
GENESIS DAVISON, LLC
|
|
DELAWARE
|
GENESIS DEEPWATER HOLDINGS, LLC
|
|
DELAWARE
|
GENESIS ENERGY FINANCE CORPORATION
|
|
DELAWARE
|
GENESIS ENERGY, L.P.
|
|
DELAWARE
|
GENESIS ENERGY, LLC
|
|
DELAWARE
|
GENESIS FREE STATE HOLDINGS, LLC
|
|
DELAWARE
|
GENESIS FREE STATE PIPELINE, LLC
|
|
DELAWARE
|
GENESIS GTM OFFSHORE OPERATING COMPANY, LLC
|
|
DELAWARE
|
|
|
|
SUBSIDIARY
|
|
JURISDICTION OF ORGANIZATION
|
GENESIS IHUB HOLDINGS, LLC
|
|
DELAWARE
|
GENESIS MARINE, LLC
|
|
DELAWARE
|
GENESIS NEJD HOLDINGS, LLC
|
|
DELAWARE
|
GENESIS NEJD PIPELINE, LLC
|
|
DELAWARE
|
GENESIS ODYSSEY, LLC
|
|
DELAWARE
|
GENESIS OFFSHORE HOLDINGS, LLC
|
|
DELAWARE
|
GENESIS OFFSHORE, LLC
|
|
DELAWARE
|
GENESIS PIPELINE ALABAMA, LLC
|
|
ALABAMA
|
GENESIS PIPELINE TEXAS, L.P.
|
|
DELAWARE
|
GENESIS PIPELINE USA, L.P.
|
|
DELAWARE
|
GENESIS POSEIDON HOLDINGS, LLC
|
|
DELAWARE
|
GENESIS POSEIDON, LLC
|
|
DELAWARE
|
GENESIS RAIL SERVICES, LLC
|
|
DELAWARE
|
GENESIS SAILFISH HOLDINGS, LLC
|
|
DELAWARE
|
GENESIS SEKCO, LLC
|
|
DELAWARE
|
GENESIS SMR HOLDINGS, LLC
|
|
DELAWARE
|
GENESIS SPECIALTY ALKALI, LLC
|
|
DELAWARE
|
GENESIS SYNGAS INVESTMENTS, L.P.
|
|
DELAWARE
|
GENESIS TEXAS CITY TERMINAL, LLC
|
|
DELAWARE
|
HIGH ISLAND OFFSHORE SYSTEM, L.L.C.
|
|
DELAWARE
|
MANTA RAY GATHERING COMPANY, L.L.C.
|
|
TEXAS
|
MATAGORDA OFFSHORE, LLC
|
|
TEXAS
|
MILAM SERVICES, INC.
|
|
DELAWARE
|
POSEIDON PIPELINE COMPANY, L.L.C.
|
|
DELAWARE
|
RED RIVER TERMINALS, L.L.C.
|
|
LOUISIANA
|
SAILFISH PIPELINE COMPANY, L.L.C.
|
|
DELAWARE
|
SEAHAWK SHORELINE SYSTEM, LLC
|
|
TEXAS
|
SOUTHEAST KEATHLEY CANYON PIPELINE COMPANY, LLC
|
|
DELAWARE
|
TBP2, LLC
|
|
DELAWARE
|
TDC SERVICES, LLC
|
|
DELAWARE
|
TDC, L.L.C.
|
|
LOUISIANA
|
TEXAS CITY CRUDE OIL TERMINAL, LLC
|
|
DELAWARE
|
THUNDER BASIN HOLDINGS, LLC
|
|
DELAWARE
|
THUNDER BASIN PIPELINE, LLC
|
|
DELAWARE
|
|
|
|
|
|
|
(1)
|
Registration Statement (Form S-3 No. 333-
224380) of Genesis Energy, L.P. and subsidiaries,
|
(2)
|
Registration Statement (Form S-3 No. 333-219710) of Genesis Energy, L.P. and subsidiaries,
|
(3)
|
Registration Statement (Form S-3 No. 333-173337) of Genesis Energy, L.P., and
|
(4)
|
Registration Statement (Form S-3 No. 333-150239) of Genesis Energy, L.P.
|
(1)
|
Registration Statement (Form S-3 No. 333-
224380) of Genesis Energy, L.P. and subsidiaries,
|
(2)
|
Registration Statement (Form S-3 No. 333-219710) of Genesis Energy, L.P. and subsidiaries,
|
(3)
|
Registration Statement (Form S-3 No. 333-173337) of Genesis Energy, L.P., and
|
(4)
|
Registration Statement (Form S-3 No. 333-150239) of Genesis Energy, L.P.
|
1.
|
I have reviewed this annual report on Form 10-K of Genesis Energy, L.P.;
|
2.
|
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation, and
|
d.
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors:
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
February 28, 2019
|
/s/ Grant E. Sims
|
|
|
Grant E. Sims
|
|
|
Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Genesis Energy, L.P.;
|
2.
|
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation, and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors:
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
February 28, 2019
|
/s/ Robert V. Deere
|
|
|
Robert V. Deere
|
|
|
Chief Financial Officer
|
|
(1)
|
the Partnership’s Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 as amended; and
|
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
|
February 28, 2019
|
/s/ Grant E. Sims
|
|
Grant E. Sims
|
|
Chief Executive Officer,
|
|
Genesis Energy, LLC
|
|
(1)
|
the Partnership’s Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 as amended; and
|
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
|
February 28, 2019
|
/s/ Robert V. Deere
|
|
Robert V. Deere
|
|
Chief Financial Officer,
|
|
Genesis Energy, LLC
|
(A)
|
The total number of violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a coal or other mine safety and health hazard under section 104 of the Mine Act for which the operator received a citation from MSHA.
|
(B)
|
The total number of orders issued under section 104(b) of the Mine Act.
|
(C)
|
The total number of citations and orders for unwarrantable failure of the operator to comply with mandatory health or safety standards under section 104(d) of the Mine Act.
|
(D)
|
The total number of flagrant violations under section 110(b)(2) of the Mine Act.
|
(E)
|
The total number of imminent danger orders issued under section 107(a) of the Mine Act.
|
(F)
|
The total dollar value of proposed assessments from the MSHA under the Mine Act. Only includes assessments proposed for citations issued in 2018.
|
(G)
|
The total number of mining related fatalities.
|
(H)
|
During the year ending December 31, 2018, the mine did not receive Notice of Pattern of Violations under Section 104(e)
|
(I)
|
During the year ending December 31, 2018, the mine did not receive Notice of a Potential to have a Pattern of Violations Under Section 104(e)
|
(J)
|
Includes all legal actions before the Federal Mine Safety and Review Commission, together with the Administrative Law Judges thereof, for our operations.
|
(K)
|
The total number of legal actions were initiated by us to contest citations, orders or proposed assessments issued by the federal Mine Safety and Health Administration during 2018.
|
(L)
|
Previously initiated legal action to contest citations, orders or proposed assessments issued by the federal Mine Safety and Health Administration, which if successful, could result in the reduction or dismissal of those citations, orders or assessments, resolved during the period.
|