GEL 9.30.2014 10-Q
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
 
 
 
 
 
Form 10-Q 
 
 
 
 
 

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2014
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-12295
 
 
 
 
 
GENESIS ENERGY, L.P.
(Exact name of registrant as specified in its charter)
 
 
 
 
 

Delaware
76-0513049
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
 
 
919 Milam, Suite 2100,
Houston, TX
77002
(Address of principal executive offices)
(Zip code)
Registrant’s telephone number, including area code: (713) 860-2500
 
 
 
 
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer  x
 
Accelerated filer  ¨
 
Non-accelerated filer  ¨
 
Smaller reporting company  ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2) of the Exchange Act).    Yes  ¨    No  ý
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. There were 93,250,988 Class A Common Units and 39,997 Class B Common Units outstanding as of October 30, 2014.


Table of Contents

GENESIS ENERGY, L.P.
TABLE OF CONTENTS
 
Insert Title Here
 
 
Page
 
 
Item 1.
 
 
 
 
 
 
 
 
 3. Acquisition and Divestiture
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
Item 3.
Item 4.
 
 
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.

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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
GENESIS ENERGY, L.P.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except units)
 
 
September 30, 2014
 
December 31, 2013
ASSETS
 
 
 
CURRENT ASSETS:
 
 
 
Cash and cash equivalents
$
16,925

 
$
8,866

Accounts receivable - trade, net
323,535

 
368,033

Inventories
99,390

 
85,330

Other
29,457

 
72,994

Total current assets
469,307

 
535,223

FIXED ASSETS, at cost
1,668,131

 
1,327,974

Less: Accumulated depreciation
(248,145
)
 
(199,230
)
Net fixed assets
1,419,986

 
1,128,744

NET INVESTMENT IN DIRECT FINANCING LEASES, net of unearned income
147,424

 
151,903

EQUITY INVESTEES
639,047

 
620,247

INTANGIBLE ASSETS, net of amortization
54,446

 
62,928

GOODWILL
325,046

 
325,046

OTHER ASSETS, net of amortization
57,356

 
38,111

TOTAL ASSETS
$
3,112,612

 
$
2,862,202

LIABILITIES AND PARTNERS’ CAPITAL
 
 
 
CURRENT LIABILITIES:
 
 
 
Accounts payable - trade
$
299,621

 
$
316,204

Accrued liabilities
134,276

 
130,349

Total current liabilities
433,897

 
446,553

SENIOR SECURED CREDIT FACILITY
335,000

 
582,800

SENIOR UNSECURED NOTES
1,050,673

 
700,772

DEFERRED TAX LIABILITIES
17,178

 
15,944

OTHER LONG-TERM LIABILITIES
18,831

 
18,396

COMMITMENTS AND CONTINGENCIES (Note 15)

 

PARTNERS’ CAPITAL:
 
 
 
Common unitholders, 93,290,985 and 88,690,985 units issued and outstanding at
September 30, 2014 and December 31, 2013, respectively
1,257,033

 
1,097,737

TOTAL LIABILITIES AND PARTNERS’ CAPITAL
$
3,112,612

 
$
2,862,202

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.


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GENESIS ENERGY, L.P.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per unit amounts)
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2014
 
2013
 
2014
 
2013
REVENUES:
 
 
 
 
 
 
 
Supply and logistics
$
891,583

 
$
1,014,666

 
$
2,775,245

 
$
2,953,892

Refinery services
51,208

 
52,410

 
158,202

 
153,370

Pipeline transportation services
21,323

 
23,217

 
65,435

 
66,533

Total revenues
964,114

 
1,090,293

 
2,998,882

 
3,173,795

COSTS AND EXPENSES:
 
 
 
 
 
 
 
Supply and logistics product costs
791,411

 
948,332

 
2,485,068

 
2,740,887

Supply and logistics operating costs
62,298

 
50,528

 
190,069

 
145,149

Refinery services operating costs
29,031

 
33,040

 
93,374

 
98,304

Pipeline transportation operating costs
7,193

 
6,278

 
23,054

 
20,507

General and administrative
13,765

 
11,959

 
40,471

 
34,712

Depreciation and amortization
25,148

 
16,066

 
64,919

 
46,780

Total costs and expenses
928,846

 
1,066,203

 
2,896,955

 
3,086,339

OPERATING INCOME
35,268

 
24,090

 
101,927

 
87,456

Equity in earnings of equity investees
15,017

 
7,059

 
27,757

 
16,618

Interest expense
(20,441
)
 
(12,587
)
 
(47,314
)
 
(36,283
)
Income from continuing operations before income taxes
29,844

 
18,562

 
82,370

 
67,791

Income tax expense
(731
)
 
(596
)
 
(2,334
)
 
(510
)
Income from continuing operations
29,113

 
17,966

 
80,036

 
67,281

Income from discontinued operations
—

 
508

 
—

 
941

NET INCOME
$
29,113

 
$
18,474

 
$
80,036

 
$
68,222

BASIC AND DILUTED NET INCOME PER COMMON UNIT:
 
 
 
 
 
 
 
Continuing operations
$
0.33

 
$
0.21

 
$
0.90

 
$
0.82

Discontinued operations
—

 
0.01

 
—

 
0.01

Net income per common unit
$
0.33

 
$
0.22

 
$
0.90

 
$
0.83

WEIGHTED AVERAGE OUTSTANDING COMMON UNITS:
 
 
 
 
 
 
 
Basic and Diluted
88,941

 
83,878

 
88,775

 
82,361

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.


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GENESIS ENERGY, L.P.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL
(In thousands)
 
 
Number of
Common Units
 
Partners’ Capital
 
2014
 
2013
 
2014
 
2013
Partners’ capital, January 1
88,691

 
81,203

 
$
1,097,737

 
$
916,495

Net income
—

 
—

 
80,036

 
68,222

Cash distributions
—

 
—

 
(146,350
)
 
(122,097
)
Issuance of common units for cash, net
4,600

 
5,750

 
225,610

 
263,597

Conversion of waiver units
—

 
1,738

 
—

 
—

Partners' capital, September 30
93,291

 
88,691

 
$
1,257,033

 
$
1,126,217

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.


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GENESIS ENERGY, L.P.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
 
 
Nine Months Ended
September 30,
 
2014
 
2013
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net income
$
80,036

 
$
68,222

Adjustments to reconcile net income to net cash provided by operating activities -
 
 
 
Depreciation and amortization
64,919

 
46,789

Amortization of debt issuance costs and premium
3,541

 
3,234

Amortization of unearned income and initial direct costs on direct financing leases
(11,833
)
 
(12,160
)
Payments received under direct financing leases
15,946

 
15,946

Equity in earnings of investments in equity investees
(27,757
)
 
(16,618
)
Cash distributions of earnings of equity investees
38,031

 
24,352

Non-cash effect of equity-based compensation plans
7,624

 
10,579

Deferred and other tax liabilities (benefits)
1,234

 
(186
)
Unrealized gains on derivative transactions
(5,680
)
 
(2,802
)
Other, net
3,008

 
336

Net changes in components of operating assets and liabilities (Note 12)
39,050

 
(28,354
)
Net cash provided by operating activities
208,119

 
109,338

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Payments to acquire fixed and intangible assets
(336,061
)
 
(199,634
)
Cash distributions received from equity investees - return of investment
11,352

 
8,272

Investments in equity investees
(40,426
)
 
(71,443
)
Acquisitions
—

 
(230,921
)
Proceeds from asset sales
178

 
810

Other, net
(4,706
)
 
(1,004
)
Net cash used in investing activities
(369,663
)
 
(493,920
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Borrowings on senior secured credit facility
1,420,900

 
1,234,500

Repayments on senior secured credit facility
(1,668,700
)
 
(1,323,200
)
Proceeds from issuance of senior unsecured notes
350,000

 
350,000

Debt issuance costs
(11,857
)
 
(8,157
)
Issuance of common units for cash, net
225,610

 
263,597

Distributions to common unitholders
(146,350
)
 
(122,097
)
Other, net
—

 
(4,484
)
Net cash provided by financing activities
169,603

 
390,159

Net increase in cash and cash equivalents
8,059

 
5,577

Cash and cash equivalents at beginning of period
8,866

 
11,282

Cash and cash equivalents at end of period
$
16,925

 
$
16,859

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.


6
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GENESIS ENERGY, L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



1. Organization and Basis of Presentation and Consolidation
Organization
We are a growth oriented master limited partnership focused on the midstream segment of the oil and gas industry in the Gulf Coast region of the United States, primarily Texas, Louisiana, Arkansas, Mississippi, Alabama, Florida, Wyoming and in the Gulf of Mexico. We have a diverse portfolio of customers, operations and assets, including pipelines, refinery-related plants, storage tanks and terminals, railcars, rail loading and unloading facilities, barges and trucks. We were formed in 1996 and are owned 100% by our limited partners. Genesis Energy, LLC, our general partner, is a wholly-owned subsidiary. Our general partner has sole responsibility for conducting our business and managing our operations. We conduct our operations and own our operating assets through our subsidiaries and joint ventures. We manage our businesses through the following three divisions that constitute our reportable segments:
•
Pipeline transportation of interstate, intrastate and offshore crude oil, and, to a lesser extent, carbon dioxide (or "CO2");
•
Refinery services involving processing of high sulfur (or “sour”) gas streams for refineries to remove the sulfur, and selling the related by-product, sodium hydrosulfide (or “NaHS”, commonly pronounced "nash"); and
•
Supply and logistics services, which include terminaling, blending, storing, marketing and transporting crude oil and petroleum products and, on a smaller scale, CO2.
Basis of Presentation and Consolidation
The accompanying Unaudited Condensed Consolidated Financial Statements include Genesis Energy, L.P. and its subsidiaries, including Genesis Energy, LLC, our general partner.
Our results of operations for the interim periods shown in this report are not necessarily indicative of results to be expected for the fiscal year. The Condensed Consolidated Financial Statements included herein have been prepared by us without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they reflect all adjustments (which consist solely of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the financial results for interim periods. Certain information and notes normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. However, we believe that the disclosures are adequate to make the information presented not misleading when read in conjunction with the information contained in the periodic reports we file with the SEC pursuant to the Securities Exchange Act of 1934, including the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2013.
Except per unit amounts, or as noted within the context of each footnote disclosure, the dollar amounts presented in the tabular data within these footnote disclosures are stated in thousands of dollars.
2. Recent Accounting Developments
Recently Issued
In May 2014, the Financial Accounting Standards Board ("FASB") issued revised guidance on revenue from contracts with customers that will supersede most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that an entity will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard provides a five-step analysis for transactions to determine when and how revenue is recognized. The guidance will be effective for us beginning January 1, 2017 and early adoption is not permitted. The guidance permits the use of either a full retrospective or a modified retrospective approach. We are evaluating the transition methods and the impact of the amended guidance on our financial position, results of operations and related disclosures.


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3. Acquisition and Divestiture

Acquisition

Offshore Marine Transportation Business

In August 2013, we completed the acquisition of substantially all of the assets of the downstream transportation business of Hornbeck Offshore Services, Inc. for $230.9 million, which we refer to as our offshore marine transportation business and assets. The total acquisition cost has been allocated to fixed assets based on fair values. Such fair values were developed by management. The acquired business was primarily comprised of nine barges and nine tug boats which transport crude oil and refined petroleum products, principally serving refineries and storage terminals along the Gulf Coast, Eastern Seaboard, Great Lakes and Caribbean. That acquisition complements and further integrates our existing operations, including our Genesis Marine inland barge business (comprised of 62 barges and 22 push/tow boats), our crude oil and heavy refined products storage and blending terminals as well as our crude oil pipeline systems. That acquisition was funded with proceeds from our $1 billion revolving credit facility. We have reflected the financial results of the acquired business in our supply and logistics segment from the date of the acquisition.

The following table presents selected unaudited financial information of our offshore marine transportation business included in our Unaudited Condensed Consolidated Statement of Operations for the periods presented:

 
Three Months Ended September 30, 2013
 
Nine Months Ended September 30, 2013
Revenues
$
8,651

 
$
8,651

Net income
$
2,520

 
$
2,520


The table below presents selected unaudited pro forma financial information incorporating the historical results of our offshore marine transportation business. The pro forma financial information below has been prepared as if the acquisition had been completed on January 1, 2012 and is based upon assumptions deemed appropriate by us and may not be indicative of actual results. Depreciation expense for the fixed assets acquired is calculated on a straight-line basis over an estimated useful life of approximately 25 years.


 
Three Months Ended September 30, 2013
 
Nine Months Ended September 30, 2013
Pro forma earnings data:
 
 
 
Revenues
$
1,101,676

 
$
3,216,680

Net income
$
24,294

 
$
81,780



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Divestiture

On December 31, 2013, we completed the sale of our vehicle fuel procurement and delivery logistics management services business. That business, previously reported in our supply and logistics revenues and costs and expenses, was reclassified as discontinued operations in our Unaudited Condensed Consolidated Statements of Operations for the quarter and nine months ended September 30, 2013. The summarized operating results of our discontinued operations are as follows:
 
Three Months Ended September 30, 2013
 
Nine Months Ended September 30, 2013
Revenues
$
169,526

 
$
446,894

Cost and expenses
169,018

 
445,954

Operating income
508

 
940

Interest income
—

 
1

Income from discontinued operations
$
508

 
$
941



4. Inventories
The major components of inventories were as follows:
 
September 30,
2014
 
December 31,
2013
Petroleum products
$
71,353

 
$
71,373

Crude oil
16,711

 
5,380

Caustic soda
2,727

 
2,679

NaHS
8,588

 
5,845

Other
11

 
53

Total
$
99,390

 
$
85,330

Inventories are valued at the lower of cost or market. The market value of inventories was below recorded costs by approximately $1.8 million at September 30, 2014; therefore we reduced the value of inventory in our Unaudited Condensed Consolidated Financial Statements for this difference. At December 31, 2013, market values of our inventories exceeded recorded costs.

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GENESIS ENERGY, L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


5. Fixed Assets
Fixed Assets
Fixed assets consisted of the following:
 
 
September 30,
2014
 
December 31,
2013
Pipelines and related assets
$
460,118

 
$
338,920

Machinery and equipment
268,172

 
173,092

Transportation equipment
18,369

 
19,140

Marine vessels
594,322

 
554,679

Land, buildings and improvements
31,776

 
30,170

Office equipment, furniture and fixtures
5,541

 
5,633

Construction in progress
255,497

 
183,037

Other
34,336

 
23,303

Fixed assets, at cost
1,668,131

 
1,327,974

Less: Accumulated depreciation
(248,145
)
 
(199,230
)
Net fixed assets
$
1,419,986

 
$
1,128,744

Our depreciation expense for the periods presented was as follows:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2014
 
2013
 
2014
 
2013
Depreciation expense
$
20,736

 
$
11,362

 
$
52,422

 
$
32,920


6. Equity Investees
We account for our ownership in our joint ventures under the equity method of accounting. The price we pay to acquire an ownership interest in a company may exceed the underlying book value of the capital accounts we acquire. Such excess cost amounts are included within the carrying values of our equity investees. At September 30, 2014 and December 31, 2013, the unamortized excess cost amounts totaled $218.0 million and $225.7 million, respectively. We amortize the excess cost as a reduction in equity earnings in a manner similar to depreciation.

The following table presents information included in our Unaudited Condensed Consolidated Financial Statements related to our equity investees.
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2014
 
2013
 
2014
 
2013
Genesis’ share of operating earnings
$
17,600

 
$
9,641

 
$
35,506

 
$
24,512

Amortization of excess purchase price
(2,583
)
 
(2,582
)
 
(7,749
)
 
(7,894
)
Net equity in earnings
$
15,017

 
$
7,059

 
$
27,757

 
$
16,618

Distributions received
$
21,758

 
$
11,610

 
$
49,383

 
$
32,624


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GENESIS ENERGY, L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


The following tables present the combined unaudited balance sheet and income statement information (on a 100% basis) of our equity investees:
 
September 30,
2014
 
December 31,
2013
BALANCE SHEET DATA:
 
 
 
Assets
 
 
 
Current assets
$
45,840

 
$
70,921

Fixed assets, net
1,023,865

 
1,028,808

Other assets
5,507

 
6,823

Total assets
$
1,075,212

 
$
1,106,552

Liabilities and equity
 
 
 
Current liabilities
$
20,624

 
$
55,918

Other liabilities
203,104

 
190,578

Equity
851,484

 
860,056

Total liabilities and equity
$
1,075,212

 
$
1,106,552

 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2014
 
2013
 
2014
 
2013
INCOME STATEMENT DATA:
 
 
 
 
 
 
 
Revenues
$
74,801

 
$
49,239

 
$
171,065

 
$
135,507

Operating income
$
46,096

 
$
28,419

 
$
99,199

 
$
75,946

Net income
$
44,881

 
$
27,725

 
$
96,402

 
$
73,928


7. Intangible Assets
The following table summarizes the components of our intangible assets at the dates indicated:
 
 
September 30, 2014
 
December 31, 2013
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Carrying
Value
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Carrying
Value
Refinery Services:
 
 
 
 
 
 
 
 
 
 
 
Customer relationships
$
94,654

 
$
80,481

 
$
14,173

 
$
94,654

 
$
76,283

 
$
18,371

Licensing agreements
38,678

 
28,251

 
10,427

 
38,678

 
26,055

 
12,623

Segment total
133,332

 
108,732

 
24,600

 
133,332

 
102,338

 
30,994

Supply & Logistics:
 
 
 
 
 
 
 
 
 
 
 
Customer relationships
35,430

 
29,813

 
5,617

 
35,430

 
28,568

 
6,862

Intangibles associated with lease
13,260

 
3,394

 
9,866

 
13,260

 
3,039

 
10,221

Segment total
48,690

 
33,207

 
15,483

 
48,690

 
31,607

 
17,083

Other
22,314

 
7,951

 
14,363

 
21,356

 
6,505

 
14,851

Total
$
204,336

 
$
149,890

 
$
54,446

 
$
203,378

 
$
140,450

 
$
62,928

Our amortization expense for the periods presented was as follows:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2014
 
2013
 
2014
 
2013
Amortization expense
$
3,148

 
$
3,656

 
$
9,440

 
$
10,892


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GENESIS ENERGY, L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


We estimate that our amortization expense for the next five years will be as follows:
Remainder of
2014
$
3,180

 
2015
$
10,874

 
2016
$
9,412

 
2017
$
8,249

 
2018
$
7,328


8. Debt
Our obligations under debt arrangements consisted of the following:
 
September 30,
2014
 
December 31,
2013
Senior secured credit facility
$
335,000

 
$
582,800

7.875% senior unsecured notes (including unamortized premium of $673 and $772 in 2014 and 2013, respectively)
350,673

 
350,772

5.750% senior unsecured notes
350,000

 
350,000

5.625% senior unsecured notes
350,000

 
—

Total long-term debt
$
1,385,673

 
$
1,283,572

As of September 30, 2014, we were in compliance with the financial covenants contained in our credit agreement and senior unsecured notes indentures.
Senior Secured Credit Facility
In June 2014, we amended and restated our $1 billion senior secured credit facility with a syndicate of banks to, among other things, extend the term of our credit facility to July 25, 2019. Additionally, the accordion feature was increased from $300 million to $500 million, giving us the ability to expand the size of the facility up to $1.5 billion for acquisitions or growth projects, subject to lender consent.
The key terms for rates under our credit facility, which are dependent on our leverage ratio (as defined in the credit agreement), are as follows:
•The applicable margin varies from 1.50% to 2.50% on Eurodollar borrowings and from 0.50% to 1.50% on alternate base rate borrowings.
•Letter of credit fees range from 1.50% to 2.50%
•The commitment fee on the unused committed amount will range from 0.250% to 0.375%.
At September 30, 2014, we had $335.0 million borrowed under our $1 billion credit facility, with $71.8 million of the borrowed amount designated as a loan under the inventory sublimit. The credit agreement allows up to $100 million of the capacity to be used for letters of credit, of which $13.2 million was outstanding at September 30, 2014. Due to the revolving nature of loans under our credit facility, additional borrowings and periodic repayments and re-borrowings may be made until the maturity date. The total amount available for borrowings under our credit facility at September 30, 2014 was $651.8 million.
Senior Unsecured Notes
In November 2010, we issued $250 million in aggregate principal amount of 7.875% senior unsecured notes due December 15, 2018 (the "2018 Notes"). The 2018 Notes were sold at face value. Interest payments are due on June 15 and December 15 of each year. In February 2012, we issued an additional $100 million of aggregate principal amount of the 2018 Notes. The additional 2018 Notes were issued at 101% of face value at an effective interest rate of 7.682%. The additional 2018 Notes have the same terms and conditions as the notes previously issued under their indenture. The issuance increased the total aggregate principal amount of the 2018 Notes under their indenture to $350 million.

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GENESIS ENERGY, L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


On February 8, 2013, we issued $350 million in aggregate principal amount of 5.75% senior unsecured notes (the "2021 Notes"). The 2021 Notes were sold at face value. Interest payments are due on February 15 and August 15 of each year. The 2021 Notes mature on February 15, 2021. The net proceeds were used to repay borrowings under our credit facility and for general partnership purposes.
On May 15, 2014, we issued $350 million in aggregate principal amount of 5.625% senior unsecured notes (the "2024 Notes"). The 2024 Notes were sold at face value. Interest payments are due on June 15 and December 15 of each year with the initial interest payment due December 15, 2014. The 2024 Notes mature on June 15, 2024.
The 2018, 2021 and 2024 Notes were co-issued by Genesis Energy Finance Corporation (which has no independent assets or operations) and are each fully and unconditionally guaranteed, jointly and severally, by certain of our wholly-owned subsidiaries. We have the right to redeem the 2018 Notes at any time after December 15, 2014, at a premium to the face amount of the notes that varies based on the time remaining to maturity of the 2018 Notes. We have the right to redeem the 2021 Notes at any time after February 15, 2017, at a premium to the face amount of the 2021 Notes that varies based on the time remaining to maturity on the 2021 Notes. Prior to February 15, 2016, we may also redeem up to 35% of the principal amount of the 2021 Notes for 105.75% of the face amount with the proceeds from an equity offering of our common units. We have the right to redeem the 2024 Notes at any time after June 15, 2019, at a premium to the face amount of the 2024 Notes that varies based on the time remaining to maturity on the 2024 Notes. Prior to June 15, 2017, we may also redeem up to 35% of the principal amount of the 2024 Notes for 105.625% of the face amount with the proceeds from an equity offering of our common units.

9. Partners’ Capital and Distributions
On September 26, 2014, we issued 4,600,000 Class A common units in a public offering at a price of $50.71 per unit. We received proceeds, net of underwriting discounts and offering costs, of approximately $225.6 million from that offering. We used the net proceeds for general partnership purposes, including the repayment of outstanding borrowings under our revolving credit facility. At September 30, 2014, our outstanding common units consisted of 93,250,988 Class A units and 39,997 Class B units.
Waiver Units
Our waiver units are non-voting securities entitled to a minimal preferential quarterly distribution. At issuance, our waiver units were comprised of four classes (designated Class 1, Class 2, Class 3 and Class 4) of 1,738,000 units each. The waiver units in each class were/are convertible into Class A common units at a 1:1 conversion rate in the calendar quarter during which each of our common units receives a specified minimum quarterly distribution and our distribution coverage ratio (after giving effect to the then convertible waiver units) would be at least 1.1 times. The minimum distribution per common unit required for conversion is $0.52 for our Class 4 waiver units.
Our Class 1 and Class 2 waiver units converted into common units in 2012, and our Class 3 waiver units were converted into common units in 2013.
Our Class 4 waiver units will become convertible into Class A common units on November 14, 2014, as we will satisfy the distribution conversion coverage ratio requirement and will pay a minimum distribution of $0.52 per common unit.
Distributions
We paid or will pay the following distributions in 2013 and 2014:
Distribution For
 
Date Paid
 
Per Unit
Amount
 
Total
Amount
2013
 
 
 
 
 
 
1st Quarter
 
May 15, 2013
 
$
0.4975

 
$
40,405

2nd Quarter
 
August 14, 2013
 
$
0.5100

 
$
42,302

3rd Quarter
 
November 14, 2013
 
$
0.5225

 
$
46,344

4th Quarter
 
February 14, 2014
 
$
0.5350

 
$
47,453

2014
 
 
 
 
 
 
1st Quarter
 
May 15, 2014
 
$
0.5500

 
$
48,783

2nd Quarter
 
August 14, 2014
 
$
0.5650

 
$
50,114

3rd Quarter
 
November 14, 2014
(1) 
$
0.5800

 
$
54,112

 
(1) This distribution will be paid to unitholders of record as of October 31, 2014.

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GENESIS ENERGY, L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


10. Business Segment Information
Our operations consist of three operating segments:
•
Pipeline Transportation – interstate, intrastate and offshore crude oil, and to a lesser extent, CO2;
•
Refinery Services – processing high sulfur (or “sour”) gas streams as part of refining operations to remove the sulfur and selling the related by-product, NaHS; and
•
Supply and Logistics – terminaling, blending, storing, marketing and transporting crude oil and petroleum products (primarily fuel oil, asphalt, and other heavy refined products) and, on a smaller scale, CO2.
Substantially all of our revenues are derived from, and substantially all of our assets are located in, the United States.
We define Segment Margin as revenues less product costs, operating expenses (excluding non-cash charges, such as depreciation and amortization), and segment general and administrative expenses, plus our equity in distributable cash generated by our equity investees. In addition, our Segment Margin definition excludes the non-cash effects of our legacy stock appreciation rights plan and includes the non-income portion of payments received under direct financing leases.
Our chief operating decision maker (our Chief Executive Officer) evaluates segment performance based on a variety of measures including Segment Margin, segment volumes, where relevant, and capital investment.
 
Segment information for the periods presented below was as follows:
 
Pipeline
Transportation
 
Refinery
Services
 
Supply &
Logistics
 
Total
Three Months Ended September 30, 2014
 
 
 
 
 
 
 
Segment margin (a)
$
37,020

 
$
21,855

 
$
35,915

 
$
94,790

Capital expenditures (b)
$
35,289

 
$
1,254

 
$
103,334

 
$
139,877

Revenues:
 
 
 
 
 
 
 
External customers
$
16,689

 
$
53,930

 
$
893,495

 
$
964,114

Intersegment (c)
4,634

 
(2,722
)
 
(1,912
)
 
—

Total revenues of reportable segments
$
21,323

 
$
51,208

 
$
891,583

 
$
964,114

Three Months Ended September 30, 2013
 
 
 
 
 
 
 
Segment margin (a)
$
29,860

 
$
19,163

 
$
15,801

 
$
64,824

Capital expenditures (b)
$
38,514

 
$
632

 
$
290,942

 
$
330,088

Revenues:
 
 
 
 
 
 
 
External customers
$
16,636

 
$
55,025

 
$
1,018,632

 
$
1,090,293

Intersegment (c)
6,581

 
(2,615
)
 
(3,966
)
 
—

Total revenues of reportable segments
$
23,217

 
$
52,410

 
$
1,014,666

 
$
1,090,293

Nine Months Ended September 30, 2014
 
 
 
 
 
 
 
Segment Margin (a)
$
93,078

 
$
64,354

 
$
97,390

 
$
254,822

Capital expenditures (b)
$
76,606

 
$
2,153

 
$
304,020

 
$
382,779

Revenues:
 
 
 
 
 
 
 
External customers
$
52,897

 
$
166,589

 
$
2,779,396

 
$
2,998,882

Intersegment (c)
12,538

 
(8,387
)
 
(4,151
)
 
—

Total revenues of reportable segments
$
65,435

 
$
158,202

 
$
2,775,245

 
$
2,998,882

Nine Months Ended September 30, 2013
 
 
 
 
 
 
 
Segment Margin (a)
$
81,512

 
$
55,824

 
$
69,995

 
$
207,331

Capital expenditures (b)
$
159,922

 
$
2,296

 
$
347,001

 
$
509,219

Revenues:
 
 
 
 
 
 
 
External customers
$
53,121

 
$
161,492

 
$
2,959,182

 
$
3,173,795

Intersegment (c)
13,412

 
(8,122
)
 
(5,290
)
 
—

Total revenues of reportable segments
$
66,533

 
$
153,370

 
$
2,953,892

 
$
3,173,795


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GENESIS ENERGY, L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Total assets by reportable segment were as follows:
 
September 30,
2014
 
December 31,
2013
Pipeline transportation
$
1,114,347

 
$
1,075,235

Refinery services
407,618

 
417,121

Supply and logistics
1,520,281

 
1,312,461

Other assets
70,366

 
57,385

Total consolidated assets
$
3,112,612

 
$
2,862,202

 
(a)
A reconciliation of Segment Margin to income from continuing operations for the periods presented is as follows:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2014
 
2013
 
2014
 
2013
Segment Margin
$
94,790

 
$
64,824

 
$
254,822

 
$
207,331

Corporate general and administrative expenses
(12,865
)
 
(11,113
)
 
(37,715
)
 
(32,255
)
Depreciation and amortization
(25,148
)
 
(16,066
)
 
(64,919
)
 
(46,780
)
Interest expense
(20,441
)
 
(12,587
)
 
(47,314
)
 
(36,283
)
Distributable cash from equity investees in excess of equity in earnings
(6,741
)
 
(5,204
)
 
(20,326
)
 
(16,659
)
Non-cash items not included in Segment Margin
1,653

 
507

 
1,935

 
(2,828
)
Cash payments from direct financing leases in excess of earnings
(1,404
)
 
(1,291
)
 
(4,113
)
 
(3,786
)
Income tax expense
(731
)
 
(596
)
 
(2,334
)
 
(510
)
Discontinued operations
—

 
(508
)
 
—

 
(949
)
Income from continuing operations
$
29,113

 
$
17,966

 
$
80,036

 
$
67,281

 
(b)
Capital expenditures include maintenance and growth capital expenditures, such as fixed asset additions (including enhancements to existing facilities and construction of growth projects) as well as acquisitions of businesses and interests in equity investees. In addition to construction of growth projects, capital spending in our pipeline transportation segment included $23.4 million and $36.1 million during the three and nine months ended September 30, 2014 and $5.2 million and $71.4 million during the three and nine months ended September 30, 2013 representing capital contributions to our SEKCO equity investee to fund our share of the construction costs for its pipeline.
(c)
Intersegment sales were conducted under terms that we believe were no more or less favorable than then-existing market conditions.

11. Transactions with Related Parties
Sales, purchases and other transactions with affiliated companies, in the opinion of management, are conducted under terms no more or less favorable than then-existing market conditions. The transactions with related parties were as follows:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2014
 
2013
 
2014
 
2013
Revenues:
 
 
 
 
 
 
 
Sales of CO2 to Sandhill Group, LLC (1)
$
867

 
$
863

 
$
2,235

 
$
2,344

Petroleum products sales to Davison family businesses(2)
—

 
399

 
—

 
1,043

Costs and expenses:
 
 
 
 
 
 
 
Amounts paid to our CEO in connection with the use of his aircraft
$
150

 
$
150

 
$
450

 
$
450

 
(1)
We own a 50% interest in Sandhill Group, LLC.
(2)
Amounts included in discontinued operations for all periods presented.
Amount due from Related Party
At September 30, 2014 and December 31, 2013 Sandhill Group, LLC owed us $0.3 million and $0.2 million, respectively, for purchases of CO2.

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GENESIS ENERGY, L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


12. Supplemental Cash Flow Information
The following table provides information regarding the net changes in components of operating assets and liabilities.
 
 
Nine Months Ended
September 30,
 
2014
 
2013
(Increase) decrease in:
 
 
 
Accounts receivable
$
43,591

 
$
(92,906
)
Inventories
(14,060
)
 
(32,073
)
Other current assets
48,582

 
13,897

Increase (decrease) in:
 
 
 
Accounts payable
(8,576
)
 
75,506

Accrued liabilities
(30,487
)
 
7,222

Net changes in components of operating assets and liabilities
$
39,050

 
$
(28,354
)
Payments of interest and commitment fees were $46.3 million and $32.5 million for the nine months ended September 30, 2014 and September 30, 2013, respectively.
At September 30, 2014 and September 30, 2013, we had incurred liabilities for fixed and intangible asset additions totaling $61.2 million and $22.9 million, respectively, that had not been paid at the end of the third quarter, and, therefore, were not included in the caption “Payments to acquire fixed and intangible assets” under Cash Flows from Investing Activities in the Unaudited Condensed Consolidated Statements of Cash Flows.
At September 30, 2014 we had incurred liabilities for other asset additions totaling $9.8 million, that had not been paid at the end of the third quarter and, therefore, were not included in the caption "Other, net" under Cash Flows from Investing Activities in the Unaudited Condensed Consolidated Statements of Cash Flows.
13. Derivatives
Commodity Derivatives
We have exposure to commodity price changes related to our inventory and purchase commitments. We utilize derivative instruments (primarily futures and options contracts traded on the NYMEX) to hedge our exposure to commodity prices, primarily of crude oil, fuel oil and petroleum products. Our decision as to whether to designate derivative instruments as fair value hedges for accounting purposes relates to our expectations of the length of time we expect to have the commodity price exposure and our expectations as to whether the derivative contract will qualify as highly effective under accounting guidance in limiting our exposure to commodity price risk. Most of the petroleum products, including fuel oil that we supply, cannot be hedged with a high degree of effectiveness with derivative contracts available on the NYMEX; therefore, we do not designate derivative contracts utilized to limit our price risk related to these products as hedges for accounting purposes. Typically we utilize crude oil and other petroleum products futures and option contracts to limit our exposure to the effect of fluctuations in petroleum products prices on the future sale of our inventory or commitments to purchase petroleum products, and we recognize any changes in fair value of the derivative contracts as increases or decreases in our cost of sales. The recognition of changes in fair value of the derivative contracts not designated as hedges for accounting purposes can occur in reporting periods that do not coincide with the recognition of gain or loss on the actual transaction being hedged. Therefore we will, on occasion, report gains or losses in one period that will be partially offset by gains or losses in a future period when the hedged transaction is completed.

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GENESIS ENERGY, L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


At September 30, 2014, we had the following outstanding derivative commodity contracts that were entered into to economically hedge inventory or fixed price purchase commitments. We had no outstanding derivative contracts that were designated as hedges under accounting rules.
 
 
Sell (Short)
Contracts
 
Buy (Long)
Contracts
Not qualifying or not designated as hedges under accounting rules:
 
 
 
 
Crude oil futures:
 
 
 
 
Contract volumes (1,000 bbls)
 
601

 
406

Weighted average contract price per bbl
 
$
95.06

 
$
93.67

Diesel futures:
 
 
 
 
Contract volumes (1,000 bbls)
 
100

 
—

Weighted average contract price per gal
 
$
2.78

 
$
—

#6 Fuel oil futures:
 
 
 
 
Contract volumes (1,000 bbls)
 
435

 
50

Weighted average contract price per bbl
 
$
84.22

 
$
83.85

Crude oil options:
 
 
 
 
Contract volumes (1,000 bbls)
 
90

 
—

Weighted average premium received
 
$
1.19

 
$
—

Diesel options:
 
 
 
 
Contract volumes (1,000 bbls)
 
20

 
—

Weighted average premium received
 
$
2.08

 
$
—

Financial Statement Impacts
Unrealized gains are subtracted from net income and unrealized losses are added to net income in determining cash flows from operating activities. To the extent that we have fair value hedges outstanding, the offsetting change recorded in the fair value of inventory is also eliminated from net income in determining cash flows from operating activities. Changes in margin deposits necessary to fund unrealized losses also affect cash flows from operating activities.

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GENESIS ENERGY, L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


The following tables reflect the estimated fair value gain (loss) position of our derivatives at September 30, 2014 and December 31, 2013:
Fair Value of Derivative Assets and Liabilities
 
 
Unaudited Condensed Consolidated Balance Sheets Location
 
Fair Value
 
September 30,
2014
 
December 31,
2013
Asset Derivatives:
 
 
 
 
 
Commodity derivatives - futures and call options (undesignated hedges):
 
 
 
 
 
Gross amount of recognized assets
Current Assets - Other
 
$
2,922

 
$
615

Gross amount offset in the Unaudited Condensed Consolidated Balance Sheets
Current Assets - Other
 
(1,155
)
 
(615
)
Net amount of assets presented in the Unaudited Condensed Consolidated Balance Sheets
 
 
$
1,767

 
$
—

Liability Derivatives:
 
 
 
 
 
Commodity derivatives - futures and call options (undesignated hedges):
 
 
 
 
 
Gross amount of recognized liabilities
Current Assets - Other (1)
 
$
(1,155
)
 
$
(4,527
)
Gross amount offset in the Unaudited Condensed Consolidated Balance Sheets
Current Assets - Other (1)
 
1,155

 
4,527

Net amount of liabilities presented in the Unaudited Condensed Consolidated Balance Sheets
 
 
$
—

 
$
—

 
(1) These derivative liabilities have been funded with margin deposits recorded in our Unaudited Condensed Consolidated Balance Sheets under Current Assets - Other.
 
Our accounting policy is to offset derivative assets and liabilities executed with the same counterparty when a master netting arrangement exists.  Accordingly, we also offset derivative assets and liabilities with amounts associated with cash margin.  Our exchange-traded derivatives are transacted through brokerage accounts and are subject to margin requirements as established by the respective exchange.  On a daily basis, our account equity (consisting of the sum of our cash balance and the fair value of our open derivatives) is compared to our initial margin requirement resulting in the payment or return of variation margin.  As of September 30, 2014, we had a net broker receivable of approximately $3.7 million (consisting of initial margin of $1.9 million increased by $1.8 million of variation margin).  As of December 31, 2013, we had a net broker receivable of approximately $5.3 million (consisting of initial margin of $4.1 million increased by $1.2 million of variation margin).  At September 30, 2014 and December 31, 2013, none of our outstanding derivatives contained credit-risk related contingent features that would result in a material adverse impact to us upon any change in our credit ratings. 

Effect on Operating Results 
 
 
 
Amount of Gain (Loss) Recognized in Income
 
Unaudited Condensed Consolidated Statements of Operations Location
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2014
 
2013
 
2014
 
2013
Commodity derivatives - futures and call options:
 
 
 
 
 
 
 
 
 
Contracts not considered hedges under accounting guidance
Supply and logistics product costs
 
$
(8,738
)
 
$
(4,522
)
 
$
(5,242
)
 
$
(2,877
)
Total commodity derivatives
 
 
$
(8,738
)
 
$
(4,522
)
 
$
(5,242
)
 
$
(2,877
)

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GENESIS ENERGY, L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


14. Fair-Value Measurements
We classify financial assets and liabilities into the following three levels based on the inputs used to measure fair value:
(1)
Level 1 fair values are based on observable inputs such as quoted prices in active markets for identical assets and liabilities;
(2)
Level 2 fair values are based on pricing inputs other than quoted prices in active markets and are either directly or indirectly observable as of the measurement date; and
(3)
Level 3 fair values are based on unobservable inputs in which little or no market data exists.
As required by fair value accounting guidance, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
Our assessment of the significance of a particular input to the fair value requires judgment and may affect the placement of assets and liabilities within the fair value hierarchy levels.
The following table sets forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2014 and December 31, 2013. 
 
 
Fair Value at
 
Fair Value at
 
 
September 30, 2014
 
December 31, 2013
Recurring Fair Value Measures
 
Level 1
 
Level 2
 
Level 3
 
Level 1
 
Level 2
 
Level 3
Commodity derivatives:
 
 
 
 
 
 
 
 
 
 
 
 
Assets
 
$
2,922

 
$
—

 
$
—

 
$
615

 
$
—

 
$
—

Liabilities
 
$
(1,155
)
 
$
—

 
$
—

 
$
(4,527
)
 
$
—

 
$
—

Our commodity derivatives include exchange-traded futures and exchange-traded options contracts. The fair value of these exchange-traded derivative contracts is based on unadjusted quoted prices in active markets and is, therefore, included in Level 1 of the fair value hierarchy.
See Note 13 for additional information on our derivative instruments.
Other Fair Value Measurements
We believe the debt outstanding under our credit facility approximates fair value as the stated rate of interest approximates current market rates for similar instruments with comparable maturities. At September 30, 2014, our senior unsecured notes had a carrying value of $1.1 billion and a fair value of $1.1 billion, compared to $0.7 billion and $0.7 billion, respectively, at December 31, 2013. The fair value of the senior unsecured notes is determined based on trade information in the financial markets of our public debt and is considered a Level 2 fair value measurement.
15. Contingencies
We are subject to various environmental laws and regulations. Policies and procedures are in place to monitor compliance and to detect and address any releases of crude oil from our pipelines or other facilities; however, no assurance can be made that such environmental releases may not substantially affect our business.

We are subject to lawsuits in the normal course of business and examination by tax and other regulatory authorities. We do not expect such matters presently pending to have a material effect on our financial position, results of operations, or cash flows.
16. Subsequent Events
On October 10, 2014, we entered into definitive agreements to acquire from Mid Ocean Tanker Company, LLC, the M/T American Phoenix and two related charters for approximately $157 million. The M/T American Phoenix is a modern double-hulled, Jones Act qualified tanker with 330,000 barrels of cargo capacity, which was completed in 2012. It is under charter to large energy companies into 2020.


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GENESIS ENERGY, L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


17. Condensed Consolidating Financial Information
Our $1.05 billion aggregate principal amount of senior unsecured notes co-issued by Genesis Energy, L.P. and Genesis Energy Finance Corporation are fully and unconditionally guaranteed jointly and severally by all of Genesis Energy, L.P.’s current and future 100% owned domestic subsidiaries, except Genesis Free State Pipeline, LLC, Genesis NEJD Pipeline, LLC and certain other minor subsidiaries. Genesis NEJD Pipeline, LLC is 100% owned by Genesis Energy, L.P., the parent company. The remaining non-guarantor subsidiaries are owned by Genesis Crude Oil, L.P., a guarantor subsidiary. Genesis Energy Finance Corporation has no independent assets or operations. See Note 8 for additional information regarding our consolidated debt obligations.
The following is condensed consolidating financial information for Genesis Energy, L.P., the guarantor subsidiaries and the non-guarantor subsidiaries.



20
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GENESIS ENERGY, L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Unaudited Condensed Consolidating Balance Sheet
September 30, 2014

 
Genesis
Energy, L.P.
(Parent and
Co-Issuer)
 
Genesis
Energy Finance
Corporation
(Co-Issuer)
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Genesis
Energy, L.P.
Consolidated
ASSETS
 
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
9

 
$
—

 
$
16,240

 
$
676

 
$
—

 
$
16,925

Other current assets
1,189,487

 
—

 
429,295

 
55,263

 
(1,221,663
)
 
452,382

Total current assets
1,189,496

 
—

 
445,535

 
55,939

 
(1,221,663
)
 
469,307

Fixed assets, at cost
—

 
—

 
1,545,752

 
122,379

 
—

 
1,668,131

Less: Accumulated depreciation
—

 
—

 
(226,936
)
 
(21,209
)
 
—

 
(248,145
)
Net fixed assets
—

 
—

 
1,318,816

 
101,170

 
—

 
1,419,986

Goodwill
—

 
—

 
325,046

 
—

 
—

 
325,046

Other assets, net
29,585

 
—

 
236,933

 
148,196

 
(155,488
)
 
259,226

Equity investees
—

 
—

 
639,047

 
—

 
—

 
639,047

Investments in subsidiaries
1,442,767

 
—

 
127,585

 
—

 
(1,570,352
)
 
—

Total assets
$
2,661,848

 
$
—

 
$
3,092,962

 
$
305,305

 
$
(2,947,503
)
 
$
3,112,612

LIABILITIES AND PARTNERS’ CAPITAL
 
 
 
 
 
 
 
 
 
 
 
Current liabilities
$
19,142

 
$
—

 
$
1,616,529

 
$
19,477

 
$
(1,221,251
)
 
$
433,897

Senior secured credit facility
335,000

 
—

 
—

 
—

 
—

 
335,000

Senior unsecured notes
1,050,673

 
—

 
—

 
—

 
—

 
1,050,673

Deferred tax liabilities
—

 
—

 
17,178

 
—

 
—

 
17,178

Other liabilities
—

 
—

 
15,277

 
158,870

 
(155,316
)
 
18,831

Total liabilities
1,404,815

 
—

 
1,648,984

 
178,347

 
(1,376,567
)
 
1,855,579

Partners’ capital
1,257,033

 
—

 
1,443,978

 
126,958

 
(1,570,936
)
 
1,257,033

Total liabilities and partners’ capital
$
2,661,848

 
$
—

 
$
3,092,962

 
$
305,305

 
$
(2,947,503
)
 
$
3,112,612



21
Table of Contents
GENESIS ENERGY, L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



Unaudited Condensed Consolidating Balance Sheet
December 31, 2013
 
 
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
$
20

 
$
—

 
$
8,061

 
$
785

 
$
—

 
$
8,866

Other current assets
1,133,695

 
—

 
498,230

 
54,199

 
(1,159,767
)
 
526,357

Total current assets
1,133,715

 
—

 
506,291

 
54,984

 
(1,159,767
)
 
535,223

Fixed assets, at cost
—

 
—

 
1,211,356

 
116,618

 
—

 
1,327,974

Less: Accumulated depreciation
—

 
—

 
(181,905
)
 
(17,325
)
 
—

 
(199,230
)
Net fixed assets
—

 
—

 
1,029,451

 
99,293

 
—

 
1,128,744

Goodwill
—

 
—

 
325,046

 
—

 
—

 
325,046

Other assets, net
21,432

 
—

 
238,282

 
152,413

 
(159,185
)
 
252,942

Equity investees
—

 
—

 
620,247

 
—

 
—

 
620,247

Investments in subsidiaries
1,236,164

 
—

 
124,718

 
—

 
(1,360,882
)
 
—

Total assets
$
2,391,311

 
$
—

 
$
2,844,035

 
$
306,690

 
$
(2,679,834
)
 
$
2,862,202

LIABILITIES AND PARTNERS’ CAPITAL
 
 
 
 
 
 
 
 
 
 
 
Current liabilities
$
10,002

 
$
—

 
$
1,576,186

 
$
19,660

 
$
(1,159,295
)
 
$
446,553

Senior secured credit facility
582,800

 
—

 
—

 
—

 
—

 
582,800

Senior unsecured notes
700,772

 
—

 
—

 
—

 
—

 
700,772

Deferred tax liabilities
—

 
—

 
15,944

 
—

 
—

 
15,944

Other liabilities
—

 
—

 
14,664

 
162,739

 
(159,007
)
 
18,396

Total liabilities
1,293,574

 
—

 
1,606,794

 
182,399

 
(1,318,302
)
 
1,764,465

Partners’ capital
1,097,737

 
—

 
1,237,241

 
124,291

 
(1,361,532
)
 
1,097,737

Total liabilities and partners’ capital
$
2,391,311

 
$
—

 
$
2,844,035

 
$
306,690

 
$
(2,679,834
)
 
$
2,862,202



























22
Table of Contents
GENESIS ENERGY, L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Unaudited Condensed Consolidating Statement of Operations
Three Months Ended September 30, 2014
 
 
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:
 
 
 
 
 
 
 
 
 
 
 
Supply and logistics
$
—

 
$
—

 
$
887,709

 
$
22,104

 
$
(18,230
)
 
$
891,583

Refinery services
—

 
—

 
52,046

 
2,193

 
(3,031
)
 
51,208

Pipeline transportation services
—

 
—

 
15,313

 
6,010

 
—

 
21,323

Total revenues
—

 
—

 
955,068

 
30,307

 
(21,261
)
 
964,114

COSTS AND EXPENSES:
 
 
 
 
 
 
 
 
 
 
 
Supply and logistics costs
—

 
—

 
849,337

 
22,601

 
(18,229
)
 
853,709

Refinery services operating costs
—

 
—

 
29,332

 
2,167

 
(2,468
)
 
29,031

Pipeline transportation operating costs
—

 
—

 
6,820

 
373

 
—

 
7,193

General and administrative
—

 
—

 
13,735

 
30

 
—

 
13,765

Depreciation and amortization
—

 
—

 
23,841

 
1,307

 
—

 
25,148

Total costs and expenses
—

 
—

 
923,065

 
26,478

 
(20,697
)
 
928,846

OPERATING INCOME
—

 
—

 
32,003

 
3,829