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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 June 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 88,650,988 Class A Common Units and 39,997 Class B Common Units outstanding as of August 5, 2014.




GENESIS ENERGY, L.P.
TABLE OF CONTENTS
 
 
 
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.

2


PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
GENESIS ENERGY, L.P.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except units)
 
 
June 30, 2014
 
December 31, 2013
ASSETS
 
 
 
CURRENT ASSETS:
 
 
 
Cash and cash equivalents
$
14,326

 
$
8,866

Accounts receivable - trade, net
346,548

 
368,033

Inventories
129,852

 
85,330

Other
29,045

 
72,994

Total current assets
519,771

 
535,223

FIXED ASSETS, at cost
1,552,110

 
1,327,974

Less: Accumulated depreciation
(227,838
)
 
(199,230
)
Net fixed assets
1,324,272

 
1,128,744

NET INVESTMENT IN DIRECT FINANCING LEASES, net of unearned income
148,854

 
151,903

EQUITY INVESTEES
620,188

 
620,247

INTANGIBLE ASSETS, net of amortization
56,993

 
62,928

GOODWILL
325,046

 
325,046

OTHER ASSETS, net of amortization
48,005

 
38,111

TOTAL ASSETS
$
3,043,129

 
$
2,862,202

LIABILITIES AND PARTNERS’ CAPITAL
 
 
 
CURRENT LIABILITIES:
 
 
 
Accounts payable - trade
$
316,999

 
$
316,204

Accrued liabilities
95,281

 
130,349

Total current liabilities
412,280

 
446,553

SENIOR SECURED CREDIT FACILITY
492,200

 
582,800

SENIOR UNSECURED NOTES
1,050,707

 
700,772

DEFERRED TAX LIABILITIES
16,797

 
15,944

OTHER LONG-TERM LIABILITIES
18,721

 
18,396

COMMITMENTS AND CONTINGENCIES (Note 15)

 

PARTNERS’ CAPITAL:
 
 
 
Common unitholders, 88,690,985 units issued and outstanding at
June 30, 2014 and December 31, 2013, respectively
1,052,424

 
1,097,737

TOTAL LIABILITIES AND PARTNERS’ CAPITAL
$
3,043,129

 
$
2,862,202

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


3



GENESIS ENERGY, L.P.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per unit amounts)
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2014
 
2013
 
2014
 
2013
REVENUES:
 
 
 
 
 
 
 
Supply and logistics
$
939,056

 
$
994,681

 
$
1,883,662

 
$
1,939,226

Refinery services
52,801

 
51,476

 
106,994

 
100,960

Pipeline transportation services
23,192

 
22,537

 
44,112

 
43,316

Total revenues
1,015,049

 
1,068,694

 
2,034,768

 
2,083,502

COSTS AND EXPENSES:
 
 
 
 
 
 
 
Supply and logistics product costs
844,395

 
922,711

 
1,693,657

 
1,792,555

Supply and logistics operating costs
64,679

 
45,849

 
127,771

 
94,621

Refinery services operating costs
31,148

 
32,821

 
64,343

 
65,264

Pipeline transportation operating costs
8,383

 
7,145

 
15,861

 
14,229

General and administrative
14,696

 
11,142

 
26,706

 
22,753

Depreciation and amortization
20,491

 
15,665

 
39,771

 
30,714

Total costs and expenses
983,792

 
1,035,333

 
1,968,109

 
2,020,136

OPERATING INCOME
31,257

 
33,361

 
66,659

 
63,366

Equity in earnings of equity investees
4,922

 
5,623

 
12,740

 
9,559

Interest expense
(14,069
)
 
(12,255
)
 
(26,873
)
 
(23,696
)
Income from continuing operations before income taxes
22,110

 
26,729

 
52,526

 
49,229

Income tax (expense) benefit
(962
)
 
(117
)
 
(1,603
)
 
86

Income from continuing operations
21,148

 
26,612

 
50,923

 
49,315

Income from discontinued operations

 
290

 

 
433

NET INCOME
$
21,148

 
$
26,902

 
$
50,923

 
$
49,748

BASIC AND DILUTED NET INCOME PER COMMON UNIT:
 
 
 
 
 
 
 
Continuing operations
$
0.24

 
$
0.32

 
$
0.57

 
$
0.60

Discontinued operations

 
0.01

 

 
0.01

Net income per common unit
$
0.24

 
$
0.33

 
$
0.57

 
$
0.61

WEIGHTED AVERAGE OUTSTANDING COMMON UNITS:
 
 
 
 
 
 
 
Basic and Diluted
88,691

 
81,973

 
88,691

 
81,590

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


4



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

 

 
50,923

 
49,748

Cash distributions

 

 
(96,236
)
 
(79,795
)
Conversion of waiver units

 
1,738

 

 

Partners' capital, June 30
88,691

 
82,941

 
$
1,052,424

 
$
886,448

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


5



GENESIS ENERGY, L.P.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
 
 
Six Months Ended
June 30,
 
2014
 
2013
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net income
$
50,923

 
$
49,748

Adjustments to reconcile net income to net cash provided by operating activities -
 
 
 
Depreciation and amortization
39,771

 
30,723

Amortization of debt issuance costs and premium
2,320

 
2,128

Amortization of unearned income and initial direct costs on direct financing leases
(7,922
)
 
(8,136
)
Payments received under direct financing leases
10,631

 
10,631

Equity in earnings of investments in equity investees
(12,740
)
 
(9,559
)
Cash distributions of earnings of equity investees
21,452

 
15,475

Non-cash effect of equity-based compensation plans
6,267

 
8,710

Deferred and other tax liabilities (benefits)
853

 
(536
)
Unrealized gains on derivative transactions
(1,187
)
 
(2,023
)
Other, net
1,518

 
93

Net changes in components of operating assets and liabilities (Note 12)
(6,689
)
 
(1,468
)
Net cash provided by operating activities
105,197

 
95,786

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Payments to acquire fixed and intangible assets
(240,994
)
 
(107,166
)
Cash distributions received from equity investees - return of investment
6,173

 
5,539

Investments in equity investees
(14,826
)
 
(66,207
)
Proceeds from asset sales
133

 
626

Other, net
(2,635
)
 
171

Net cash used in investing activities
(252,149
)
 
(167,037
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Borrowings on senior secured credit facility
1,181,200

 
668,500

Repayments on senior secured credit facility
(1,271,800
)
 
(849,400
)
Proceeds from issuance of senior unsecured notes
350,000

 
350,000

Debt issuance costs
(10,752
)
 
(8,157
)
Distributions to common unitholders
(96,236
)
 
(79,795
)
Other, net

 
(2,511
)
Net cash provided by financing activities
152,412

 
78,637

Net increase in cash and cash equivalents
5,460

 
7,386

Cash and cash equivalents at beginning of period
8,866

 
11,282

Cash and cash equivalents at end of period
$
14,326

 
$
18,668

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


6

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



1. Organization and Basis of Presentation and Consolidation
Organization
We are a 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 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.


7



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 60 barges and 23 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 June 30, 2014
 
Six Months Ended June 30, 2014
Revenues
$
23,591

 
$
48,475

Net income
$
6,293

 
$
12,824


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 June 30, 2013
 
Six Months Ended June 30, 2013
Pro forma earnings data:
 
 
 
Revenues
$
1,085,206

 
$
2,115,004

Net income
$
31,351

 
$
57,486



8


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 six months ended June 30, 2013. The summarized operating results of our discontinued operations are as follows:
 
Three Months Ended June 30, 2013
 
Six Months Ended June 30, 2013
Revenues
$
144,962

 
$
277,368

Cost and expenses
144,672

 
276,936

Operating income
290

 
432

Interest income

 
1

Income from discontinued operations
$
290

 
$
433



4. Inventories
The major components of inventories were as follows:
 
June 30,
2014
 
December 31,
2013
Petroleum products
$
99,242

 
$
71,373

Crude oil
21,093

 
5,380

Caustic soda
3,536

 
2,679

NaHS
5,978

 
5,845

Other
3

 
53

Total
$
129,852

 
$
85,330

Inventories are valued at the lower of cost or market. At June 30, 2014 and December 31, 2013, market values of our inventories exceeded recorded costs.

9

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


5. Fixed Assets
Fixed Assets
Fixed assets consisted of the following:
 
 
June 30,
2014
 
December 31,
2013
Pipelines and related assets
$
421,319

 
$
338,920

Machinery and equipment
260,457

 
173,092

Transportation equipment
18,535

 
19,140

Marine vessels
585,933

 
554,679

Land, buildings and improvements
31,912

 
30,170

Office equipment, furniture and fixtures
5,537

 
5,633

Construction in progress
195,712

 
183,037

Other
32,705

 
23,303

Fixed assets, at cost
1,552,110

 
1,327,974

Less: Accumulated depreciation
(227,838
)
 
(199,230
)
Net fixed assets
$
1,324,272

 
$
1,128,744

Our depreciation expense for the periods presented was as follows:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2014
 
2013
 
2014
 
2013
Depreciation expense
$
16,409

 
$
11,067

 
$
31,686

 
$
21,558


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 June 30, 2014 and December 31, 2013, the unamortized excess cost amounts totaled $220.6 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
June 30,
 
Six Months Ended
June 30,
 
2014
 
2013
 
2014
 
2013
Genesis’ share of operating earnings
$
7,505

 
$
8,221

 
$
17,906

 
$
14,871

Amortization of excess purchase price
(2,583
)
 
(2,598
)
 
(5,166
)
 
(5,312
)
Net equity in earnings
$
4,922

 
$
5,623

 
$
12,740

 
$
9,559

Distributions received
$
15,045

 
$
11,384

 
$
27,625

 
$
21,014


10

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:
 
June 30,
2014
 
December 31,
2013
BALANCE SHEET DATA:
 
 
 
Assets
 
 
 
Current assets
$
77,714

 
$
70,921

Fixed assets, net
1,034,909

 
1,028,808

Other assets
6,594

 
6,823

Total assets
$
1,119,217

 
$
1,106,552

Liabilities and equity
 
 
 
Current liabilities
$
71,745

 
$
55,918

Other liabilities
198,596

 
190,578

Equity
848,876

 
860,056

Total liabilities and equity
$
1,119,217

 
$
1,106,552

 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2014
 
2013
 
2014
 
2013
INCOME STATEMENT DATA:
 
 
 
 
 
 
 
Revenues
$
46,440

 
$
45,528

 
$
96,264

 
$
86,268

Operating income
$
22,628

 
$
26,427

 
$
53,103

 
$
47,527

Net income
$
21,815

 
$
25,748

 
$
51,521

 
$
46,203


7. Intangible Assets
The following table summarizes the components of our intangible assets at the dates indicated:
 
 
June 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

 
$
79,082

 
$
15,572

 
$
94,654

 
$
76,283

 
$
18,371

Licensing agreements
38,678

 
27,519

 
11,159

 
38,678

 
26,055

 
12,623

Segment total
133,332

 
106,601

 
26,731

 
133,332

 
102,338

 
30,994

Supply & Logistics:
 
 
 
 
 
 
 
 
 
 
 
Customer relationships
35,430

 
29,398

 
6,032

 
35,430

 
28,568

 
6,862

Intangibles associated with lease
13,260

 
3,275

 
9,985

 
13,260

 
3,039

 
10,221

Segment total
48,690

 
32,673

 
16,017

 
48,690

 
31,607

 
17,083

Other
21,714

 
7,469

 
14,245

 
21,356

 
6,505

 
14,851

Total
$
203,736

 
$
146,743

 
$
56,993

 
$
203,378

 
$
140,450

 
$
62,928

Our amortization expense for the periods presented was as follows:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2014
 
2013
 
2014
 
2013
Amortization expense
$
3,147

 
$
3,609

 
$
6,292

 
$
7,236


11

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
$
6,317

 
2015
$
10,814

 
2016
$
9,352

 
2017
$
8,189

 
2018
$
7,268


8. Debt
Our obligations under debt arrangements consisted of the following:
 
June 30,
2014
 
December 31,
2013
Senior secured credit facility
$
492,200

 
$
582,800

7.875% senior unsecured notes (including unamortized premium of $707 and $772 in 2014 and 2013, respectively)
350,707

 
350,772

5.750% senior unsecured notes
350,000

 
350,000

5.625% senior unsecured notes
350,000

 

Total long-term debt
$
1,542,907

 
$
1,283,572

As of June 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 June 30, 2014, we had $492.2 million borrowed under our $1 billion credit facility, with $105.9 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 $19.9 million was outstanding at June 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 June 30, 2014 was $487.9 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.

12

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
At June 30, 2014, our outstanding common units consisted of 88,650,988 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.
At June 30, 2014, we had 1,738,233 waiver units outstanding comprised of the Class 4 waiver units. The Class 4 waiver units will convert into common units when we satisfy the distribution conversion ratio requirement and 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
(1) 
$
0.5650

 
$
50,114

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

13

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


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 June 30, 2014
 
 
 
 
 
 
 
Segment margin (a)
$
27,966

 
$
21,627

 
$
33,088

 
$
82,681

Capital expenditures (b)
$
7,037

 
$
597

 
$
132,490

 
$
140,124

Revenues:
 
 
 
 
 
 
 
External customers
$
19,758

 
$
55,552

 
$
939,739

 
$
1,015,049

Intersegment (c)
3,434

 
(2,751
)
 
(683
)
 

Total revenues of reportable segments
$
23,192

 
$
52,801

 
$
939,056

 
$
1,015,049

Three Months Ended June 30, 2013
 
 
 
 
 
 
 
Segment margin (a)
$
26,456

 
$
18,696

 
$
25,290

 
$
70,442

Capital expenditures (b)
$
37,556

 
$
1,312

 
$
38,448

 
$
77,316

Revenues:
 
 
 
 
 
 
 
External customers
$
19,180

 
$
54,288

 
$
995,226

 
$
1,068,694

Intersegment (c)
3,357

 
(2,812
)
 
(545
)
 

Total revenues of reportable segments
$
22,537

 
$
51,476

 
$
994,681

 
$
1,068,694

Six Months Ended June 30, 2014
 
 
 
 
 
 
 
Segment Margin (a)
$
56,058

 
$
42,499

 
$
61,475

 
$
160,032

Capital expenditures (b)
$
41,317

 
$
899

 
$
200,686

 
$
242,902

Revenues:
 
 
 
 
 
 
 
External customers
$
36,208

 
$
112,659

 
$
1,885,901

 
$
2,034,768

Intersegment (c)
7,904

 
(5,665
)
 
(2,239
)
 

Total revenues of reportable segments
$
44,112

 
$
106,994

 
$
1,883,662

 
$
2,034,768

Six Months Ended June 30, 2013
 
 
 
 
 
 
 
Segment Margin (a)
$
51,652

 
$
36,661

 
$
54,194

 
$
142,507

Capital expenditures (b)
$
121,408

 
$
1,664

 
$
56,059

 
$
179,131

Revenues:
 
 
 
 
 
 
 
External customers
$
36,485

 
$
106,467

 
$
1,940,550

 
$
2,083,502

Intersegment (c)
6,831

 
(5,507
)
 
(1,324
)
 

Total revenues of reportable segments
$
43,316

 
$
100,960

 
$
1,939,226

 
$
2,083,502


14

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


Total assets by reportable segment were as follows:
 
June 30,
2014
 
December 31,
2013
Pipeline transportation
$
1,092,842

 
$
1,075,235

Refinery services
408,304

 
417,121

Supply and logistics
1,472,703

 
1,312,461

Other assets
69,280

 
57,385

Total consolidated assets
$
3,043,129

 
$
2,862,202

 
(a)
A reconciliation of Segment Margin to income from continuing operations for the periods presented is as follows:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2014
 
2013
 
2014
 
2013
Segment Margin
$
82,681

 
$
70,442

 
$
160,032

 
$
142,507

Corporate general and administrative expenses
(13,789
)
 
(10,305
)
 
(24,850
)
 
(21,142
)
Depreciation and amortization
(20,491
)
 
(15,665
)
 
(39,771
)
 
(30,714
)
Interest expense
(14,069
)
 
(12,255
)
 
(26,873
)
 
(23,696
)
Distributable cash from equity investees in excess of equity in earnings
(7,808
)
 
(4,891
)
 
(13,585
)
 
(11,455
)
Non-cash items not included in Segment Margin
(3,043
)
 
960

 
282

 
(3,335
)
Cash payments from direct financing leases in excess of earnings
(1,371
)
 
(1,263
)
 
(2,709
)
 
(2,495
)
Income tax (expense) benefit
(962
)
 
(117
)
 
(1,603
)
 
86

Discontinued operations

 
(294
)
 

 
(441
)
Income from continuing operations
$
21,148

 
$
26,612

 
$
50,923

 
$
49,315

 
(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 $2.3 million and $12.7 million during the three and six months ended June 30, 2014 and $1.7 million and $66.2 million three and six months ended June 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
June 30,
 
Six Months Ended
June 30,
 
2014
 
2013
 
2014
 
2013
Revenues:
 
 
 
 
 
 
 
Sales of CO2 to Sandhill Group, LLC (1)
$
713

 
$
808

 
$
1,368

 
$
1,481

Petroleum products sales to Davison family businesses(2)

 
289

 

 
644

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

 
$
150

 
$
300

 
$
300

 
(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 June 30, 2014 and December 31, 2013 Sandhill Group, LLC owed us $0.3 million and $0.2 million, respectively, for purchases of CO2.

15

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.
 
 
Six Months Ended
June 30,
 
2014
 
2013
(Increase) decrease in:
 
 
 
Accounts receivable
$
20,827

 
$
(82,346
)
Inventories
(44,523
)
 
(858
)
Other current assets
47,542

 
11,135

Increase (decrease) in:
 
 
 
Accounts payable
13,436

 
66,860

Accrued liabilities
(43,971
)
 
3,741

Net changes in components of operating assets and liabilities
$
(6,689
)
 
$
(1,468
)
Payments of interest and commitment fees were $33.4 million and $18.9 million for the six months ended June 30, 2014 and June 30, 2013, respectively.
At June 30, 2014 and June 30, 2013, we had incurred liabilities for fixed and intangible asset additions totaling $42.1 million and $20.8 million, respectively, that had not been paid at the end of the second 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 June 30, 2014 and June 30, 2013, we had incurred liabilities for other asset additions totaling $0.1 million and $0.2 million, respectively, that had not been paid at the end of the second 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.

16

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


At June 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)
 
613

 
132

Weighted average contract price per bbl
 
$
104.52

 
$
105.70

Diesel futures:
 
 
 
 
Contract volumes (1,000 bbls)
 
122

 
2

Weighted average contract price per gal
 
$
2.98

 
$
3.04

#6 Fuel oil futures:
 
 
 
 
Contract volumes (1,000 bbls)
 
470

 

Weighted average contract price per bbl
 
$
91.25

 
$

Crude oil options:
 
 
 
 
Contract volumes (1,000 bbls)
 
155

 

Weighted average premium received
 
$
0.97

 
$

Diesel options:
 
 
 
 
Contract volumes (1,000 bbls)
 
25

 

Weighted average premium received
 
$
2.58

 
$

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.

17

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 June 30, 2014 and December 31, 2013:
Fair Value of Derivative Assets and Liabilities
 
 
Unaudited Condensed Consolidated Balance Sheets Location
 
Fair Value
 
June 30,
2014
 
December 31,
2013
Asset Derivatives:
 
 
 
 
 
Commodity derivatives - futures and call options (undesignated hedges):
 
 
 
 
 
Gross amount of recognized assets
Current Assets - Other
 
$
344

 
$
615

Gross amount offset in the Unaudited Condensed Consolidated Balance Sheets
Current Assets - Other
 
(344
)
 
(615
)
Net amount of assets presented in the Unaudited Condensed Consolidated Balance Sheets
 
 
$

 
$

Liability Derivatives:
 
 
 
 
 
Commodity derivatives - futures and call options (undesignated hedges):
 
 
 
 
 
Gross amount of recognized liabilities
Current Assets - Other (1)
 
$
(2,553
)
 
$
(4,527
)
Gross amount offset in the Unaudited Condensed Consolidated Balance Sheets
Current Assets - Other (1)
 
2,553

 
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 June 30, 2014, we had a net broker receivable of approximately $3.5 million (consisting of initial margin of $2.9 million increased by $0.6 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 June 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
June 30,
 
Six Months Ended
June 30,
 
 
2014
 
2013
 
2014
 
2013
Commodity derivatives - futures and call options:
 
 
 
 
 
 
 
 
 
Contracts not considered hedges under accounting guidance
Supply and logistics product costs
 
$
727

 
$
5,148

 
$
3,496

 
$
1,645

Total commodity derivatives
 
 
$
727

 
$
5,148

 
$
3,496

 
$
1,645


18

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 June 30, 2014 and December 31, 2013. 
 
 
Fair Value at
 
Fair Value at
 
 
June 30, 2014
 
December 31, 2013
Recurring Fair Value Measures
 
Level 1
 
Level 2
 
Level 3
 
Level 1
 
Level 2
 
Level 3
Commodity derivatives:
 
 
 
 
 
 
 
 
 
 
 
 
Assets
 
$
344

 
$

 
$

 
$
615

 
$

 
$

Liabilities
 
$
(2,553
)
 
$

 
$

 
$
(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 June 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.

19

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


16. 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

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


Unaudited Condensed Consolidating Balance Sheet
June 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
$
10

 
$

 
$
13,295

 
$
1,021

 
$

 
$
14,326

Other current assets
1,369,932

 

 
476,342

 
58,779

 
(1,399,608
)
 
505,445

Total current assets
1,369,942

 

 
489,637

 
59,800

 
(1,399,608
)
 
519,771

Fixed assets, at cost

 

 
1,434,885

 
117,225

 

 
1,552,110

Less: Accumulated depreciation

 

 
(207,927
)
 
(19,911
)
 

 
(227,838
)
Net fixed assets

 

 
1,226,958

 
97,314

 

 
1,324,272

Goodwill

 

 
325,046

 

 

 
325,046

Other assets, net
19,047

 

 
241,932

 
149,624

 
(156,751
)
 
253,852

Equity investees

 

 
620,188

 

 

 
620,188

Investments in subsidiaries
1,217,721

 

 
127,397

 

 
(1,345,118
)
 

Total assets
$
2,606,710

 
$

 
$
3,031,158

 
$
306,738

 
$
(2,901,477
)
 
$
3,043,129

LIABILITIES AND PARTNERS’ CAPITAL
 
 
 
 
 
 
 
 
 
 
 
Current liabilities
$
11,379

 
$

 
$
1,780,446

 
$
20,217

 
$
(1,399,762
)
 
$
412,280

Senior secured credit facility
492,200

 

 

 

 

 
492,200

Senior unsecured notes
1,050,707

 

 

 

 

 
1,050,707

Deferred tax liabilities

 

 
16,797

 

 

 
16,797

Other liabilities

 

 
15,028

 
160,271

 
(156,578
)
 
18,721

Total liabilities
1,554,286

 

 
1,812,271

 
180,488

 
(1,556,340
)
 
1,990,705

Partners’ capital
1,052,424

 

 
1,218,887

 
126,250

 
(1,345,137
)
 
1,052,424

Total liabilities and partners’ capital
$
2,606,710

 
$

 
$
3,031,158

 
$
306,738

 
$
(2,901,477
)
 
$
3,043,129



21

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

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


Unaudited Condensed Consolidating Statement of Operations
Three Months Ended June 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
$

 
$

 
$
936,331

 
$
30,551

 
$
(27,826
)
 
$
939,056

Refinery services

 

 
51,694

 
4,571

 
(3,464
)
 
52,801

Pipeline transportation services

 

 
16,684

 
6,508

 

 
23,192

Total revenues

 

 
1,004,709

 
41,630

 
(31,290
)
 
1,015,049

COSTS AND EXPENSES:
 
 
 
 
 
 
 
 
 
 
 
Supply and logistics costs

 

 
906,860

 
30,042

 
(27,828
)
 
909,074

Refinery services operating costs

 

 
30,399

 
4,212

 
(3,463
)
 
31,148

Pipeline transportation operating costs

 

 
7,903

 
480

 

 
8,383

General and administrative

 

 
14,666

 
30

 

 
14,696

Depreciation and amortization

 

 
19,181

 
1,310

 

 
20,491

Total costs and expenses

 

 
979,009

 
36,074

 
(31,291
)
 
983,792

OPERATING INCOME

 

 
25,700

 
5,556

 
1

 
31,257

Equity in earnings of subsidiaries
35,214

 

 
1,595

 

 
(36,809
)
 

Equity in earnings of equity investees

 

 
4,922

 

 

 
4,922

Interest (expense) income, net
(14,066
)
 

 
3,932

 
(3,935
)
 

 
(14,069
)
Income from continuing operations before income taxes
21,148

 

 
36,149

 
1,621

 
(36,808
)
 
22,110

Income tax expense

 

 
(890
)
 
(72
)
 

 
(962
)
Income from continuing operations
21,148

 

 
35,259

 
1,549

 
(36,808
)
 
21,148

Income from discontinued operations

 

 

 

 

 

NET INCOME
$
21,148

 
$

 
$
35,259

 
$
1,549

 
$
(36,808
)
 
$
21,148


23

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


Unaudited Condensed Consolidating Statement of Operations
Three Months Ended June 30, 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
REVENUES:
 
 
 
 
 
 
 
 
 
 
 
Supply and logistics
$

 
$

 
$
989,591

 
$
35,124

 
$
(30,034
)
 
$
994,681

Refinery services

 

 
51,682

 
3,796

 
(4,002
)
 
51,476

Pipeline transportation services

 

 
15,731

 
6,806

 

 
22,537

Total revenues

 

 
1,057,004

 
45,726

 
(34,036
)
 
1,068,694

COSTS AND EXPENSES:
 
 
 
 
 
 
 
 
 
 
 
Supply and logistics costs

 

 
965,373

 
33,221

 
(30,034
)
 
968,560

Refinery services operating costs

 

 
32,915

 
3,516

 
(3,610
)
 
32,821

Pipeline transportation operating costs

 

 
6,668

 
477

 

 
7,145

General and administrative

 

 
11,115

 
27

 

 
11,142

Depreciation and amortization

 

 
14,755

 
910

 

 
15,665

Total costs and expenses

 

 
1,030,826

 
38,151

 
(33,644
)
 
1,035,333

OPERATING INCOME

 

 
26,178

 
7,575

 
(392
)
 
33,361

Equity in earnings of subsidiaries
39,133

 

 
3,533

 

 
(42,666
)
 

Equity in earnings of equity investees

 

 
5,623

 

 

 
5,623

Interest (expense) income, net
(12,231
)
 

 
4,029

 
(4,053
)
 

 
(12,255
)
Income from continuing operations before income taxes
26,902

 

 
39,363

 
3,522

 
(43,058
)
 
26,729

Income tax expense

 

 
(87
)
 
(30
)
 

 
(117
)
Income from continuing operations
26,902

 

 
39,276

 
3,492

 
(43,058
)
 
26,612

Income from discontinued operations

 

 
290

 

 

 
290

NET INCOME
$
26,902

 
$

 
$
39,566

 
$
3,492

 
$
(43,058
)
 
$
26,902



24

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



Unaudited Condensed Consolidating Statement of Operations
Six Months Ended June 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
$

 
$

 
$
1,878,368

 
$
62,762

 
$
(57,468
)
 
$
1,883,662

Refinery services

 

 
103,424

 
10,645

 
(7,075
)
 
106,994

Pipeline transportation services

 

 
31,291

 
12,821

 

 
44,112

Total revenues

 

 
2,013,083

 
86,228

 
(64,543
)
 
2,034,768

COSTS AND EXPENSES:
 
 
 
 
 
 
 
 
 
 
 
Supply and logistics costs

 

 
1,817,980

 
60,916

 
(57,468
)
 
1,821,428

Refinery services operating costs

 

 
61,990

 
10,058

 
(7,705
)
 
64,343

Pipeline transportation operating costs

 

 
14,958

 
903

 

 
15,861

General and administrative

 

 
26,646

 
60

 

 
26,706

Depreciation and amortization

 

 
37,176

 
2,595

 

 
39,771

Total costs and expenses

 

 
1,958,750

 
74,532

 
(65,173
)
 
1,968,109

OPERATING INCOME

 

 
54,333

 
11,696

 
630

 
66,659

Equity in earnings of subsidiaries
77,793

 

 
3,759

 

 
(81,552
)
 

Equity in earnings of equity investees

 

 
12,740

 

 

 
12,740

Interest (expense) income, net
(26,870
)
 

 
7,898

 
(7,901
)
 

 
(26,873
)
Income from continuing operations before income taxes
50,923

 

 
78,730

 
3,795

 
(80,922
)
 
52,526

Income tax expense

 

 
(1,477
)
 
(126
)
 

 
(1,603
)
Income from continuing operations
50,923

 

 
77,253

 
3,669

 
(80,922
)
 
50,923

Income from discontinued operations

 

 

 

 

 

NET INCOME
$
50,923

 
$

 
$
77,253

 
$
3,669

 
$
(80,922
)
 
$
50,923



25

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



Unaudited Condensed Consolidating Statement of Operations
Six Months Ended June 30, 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
REVENUES:
 
 
 
 
 
 
 
 
 
 
 
Supply and logistics
$

 
$

 
$
1,927,674

 
$
74,069

 
$
(62,517
)
 
$
1,939,226

Refinery services

 

 
99,449

 
9,359

 
(7,848
)
 
100,960

Pipeline transportation services

 

 
29,857

 
13,459

 

 
43,316

Total revenues

 

 
2,056,980

 
96,887

 
(70,365
)
 
2,083,502

COSTS AND EXPENSES:
 
 
 
 
 
 
 
 
 
 
 
Supply and logistics costs

 

 
1,882,181

 
67,512

 
(62,517
)
 
1,887,176

Refinery services operating costs

 

 
64,082

 
8,798

 
(7,616
)
 
65,264

Pipeline transportation operating costs

 

 
13,422

 
807

 

 
14,229

General and administrative

 

 
22,693

 
60

 

 
22,753

Depreciation and amortization

 

 
28,902

 
1,812

 

 
30,714

Total costs and expenses

 

 
2,011,280

 
78,989

 
(70,133
)
 
2,020,136

OPERATING INCOME

 

 
45,700

 
17,898

 
(232
)
 
63,366

Equity in earnings of subsidiaries
73,385

 

 
9,771

 

 
(83,156
)
 

Equity in earnings of equity investees

 

 
9,559

 

 

 
9,559

Interest (expense) income, net
(23,637
)
 

 
8,076

 
(8,135
)
 

 
(23,696
)
Income from continuing operations before income taxes
49,748

 

 
73,106

 
9,763

 
(83,388
)
 
49,229

Income tax benefit (expense)

 

 
170

 
(84
)
 

 
86

Income from continuing operations
49,748

 

 
73,276

 
9,679

 
(83,388
)
 
49,315

Income from discontinued operations

 

 
433

 

 

 
433

NET INCOME
$
49,748

 
$

 
$
73,709

 
$
9,679

 
$
(83,388
)
 
$
49,748




26

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



Unaudited Condensed Consolidating Statement of Cash Flows
Six Months Ended June 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
Net cash (used in) provided by operating activities
$
(175,807
)
 
$

 
$
350,596

 
$
5,007

 
$
(74,599
)
 
$
105,197

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
 
 
 
 
 
 
 
Payments to acquire fixed and intangible assets

 

 
(240,385
)
 
(609
)
 

 
(240,994
)
Cash distributions received from equity investees - return of investment
23,385

 

 
6,173

 

 
(23,385
)
 
6,173

Investments in equity investees

 

 
(14,826
)
 

 

 
(14,826
)
Repayments on loan to non-guarantor subsidiary

 

 
2,433

 

 
(2,433
)
 

Proceeds from asset sales

 

 
133

 

 

 
133

Other, net

 

 
(2,635
)
 

 

 
(2,635
)
Net cash provided by (used) in investing activities
23,385

 

 
(249,107
)
 
(609
)
 
(25,818
)
 
(252,149
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
 
 
 
 
 
 
 
Borrowings on senior secured credit facility
1,181,200

 

 

 

 

 
1,181,200

Repayments on senior secured credit facility
(1,271,800
)
 

 

 

 

 
(1,271,800
)
Proceeds from issuance of senior unsecured notes
350,000

 

 

 

 

 
350,000

Debt issuance costs
(10,752
)
 

 

 

 

 
(10,752
)
Distributions to partners/owners
(96,236
)
 

 
(96,236
)
 
(1,768
)
 
98,004

 
(96,236
)
Other, net

 

 
(19
)
 
(2,394
)
 
2,413

 

Net cash provided by (used in) financing activities
152,412

 

 
(96,255
)
 
(4,162
)
 
100,417

 
152,412

Net (decrease) increase in cash and cash equivalents
(10
)
 

 
5,234

 
236

 

 
5,460

Cash and cash equivalents at beginning of period
20

 

 
8,061

 
785

 

 
8,866

Cash and cash equivalents at end of period
$
10

 
$

 
$
13,295

 
$
1,021

 
$

 
$
14,326


27

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



 Unaudited Condensed Consolidating Statement of Cash Flows
Six Months Ended June 30, 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
Net cash (used in) provided by operating activities
$
(86,739
)
 
$

 
$
245,918

 
$
17,342

 
$
(80,735
)
 
$
95,786

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
 
 
 
 
 
 
 
Payments to acquire fixed and intangible assets

 

 
(98,050
)
 
(9,116
)
 

 
(107,166
)
Cash distributions received from equity investees - return of investment
5,585

 

 
5,539

 

 
(5,585
)
 
5,539

Investments in equity investees

 

 
(66,207
)
 

 

 
(66,207
)
Repayments on loan to non-guarantor subsidiary

 

 
2,199

 

 
(2,199
)
 

Proceeds from asset sales

 

 
626

 

 

 
626

Other, net

 

 
171

 

 

 
171

Net cash used in investing activities
5,585

 

 
(155,722
)
 
(9,116
)
 
(7,784
)
 
(167,037
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
 
 
 
 
 
 
 
Borrowings on senior secured credit facility
668,500

 

 

 

 

 
668,500

Repayments on senior secured credit facility
(849,400
)
 

 

 

 

 
(849,400
)
Proceeds from issuance of senior unsecured notes
350,000

 

 

 

 

 
350,000

Debt issuance costs
(8,157
)
 

 

 

 

 
(8,157
)
Distributions to partners/owners
(79,795
)
 

 
(79,795
)
 
(6,545
)
 
86,340

 
(79,795
)
Other, net

 

 
(3,382
)
 
(1,308
)
 
2,179

 
(2,511
)
Net cash provided by (used in) financing activities
81,148

 

 
(83,177
)
 
(7,853
)
 
88,519

 
78,637

Net (decrease) increase in cash and cash equivalents
(6
)
 

 
7,019

 
373

 

 
7,386

Cash and cash equivalents at beginning of period
10

 

 
11,214

 
58

 

 
11,282

Cash and cash equivalents at end of period
$
4

 
$

 
$
18,233

 
$
431

 
$

 
$
18,668



28


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following information should be read in conjunction with our Unaudited Condensed Consolidated Financial Statements and accompanying notes included in this Quarterly Report on Form 10-Q. The following information and such Unaudited Condensed Consolidated Financial Statements should also be read in conjunction with the audited financial statements and related notes, together with our discussion and analysis of financial position and results of operations, included in our Annual Report on Form 10-K for the year ended December 31, 2013.
Included in Management’s Discussion and Analysis are the following sections:
Overview
Financial Measures
Results of Operations
Liquidity and Capital Resources
Commitments and Off-Balance Sheet Arrangements
Forward Looking Statements
Overview
We reported net income of $21.1 million, or $0.24 per common unit during the three months ended June 30, 2014 (“2014 Quarter”) compared to net income of $26.9 million or $0.33 per common unit during the three months ended June 30, 2013 (“2013 Quarter”).
Available Cash before Reserves increased $9.8 million, or 21%, in the 2014 Quarter (as compared to the 2013 Quarter) to $55.5 million. See “Financial Measures” below for additional information on Available Cash before Reserves.
Segment Margin (as described below in “Financial Measures”) increased by $12.2 million, or 17%, in the 2014 Quarter, as compared to the 2013 Quarter.
The significant factor benefiting net income, Available Cash before Reserves and Segment Margin was improved operating results from each of our segments. The increase in our Segment Margin resulted primarily from increases attributable to our pipeline transportation, refinery services and supply and logistics segments of 6%, 16% and 31%, respectively.
More than offsetting the above factors benefiting net income were increases in depreciation and amortization expenses as a result of the effect of newly acquired and constructed assets in the 2014 Quarter as compared to the 2013 Quarter as well as the change in unrealized losses on derivative transactions in the 2014 Quarter as compared to unrealized gains on derivative transactions during the 2013 Quarter.
A more detailed discussion of our segment results and other costs is included below in “Results of Operations”.    

Distribution Increase
In July 2014, we declared our thirty-sixth consecutive increase in our quarterly distribution to our common unitholders. Thirty-one of those quarterly increases have been 10% or greater as compared to the same quarter in the preceding year. In August 2014, we will pay a distribution of $0.565 per unit representing a 10.8% increase from our distribution of $0.51 per unit related to the second quarter of 2013.
Financial Measures
Segment Margin
We define Segment Margin, which is a "non-GAAP" measure because it is not contemplated by or referenced in accounting principles generally accepted in the U.S., also referred to as GAAP, 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.
A reconciliation of Segment Margin to income from continuing operations is included in our segment disclosures in Note 10 to our Unaudited Condensed Consolidated Financial Statements. Our non-GAAP financial measure should not be considered as an alternative to GAAP measures such as net income, operating income, cash flow from operating activities or any other GAAP measure of liquidity or financial performance. We believe that investors benefit from having access to the same financial measures being utilized by management, lenders, analysts and other market participants.

29


Available Cash before Reserves
This Quarterly Report on Form 10-Q includes the financial measure of Available Cash before Reserves, which is a “non-GAAP” measure because it is not contemplated by or referenced in GAAP. The accompanying schedule below provides a reconciliation of this non-GAAP financial measure to its most directly comparable GAAP financial measure – income from continuing operations. Our non-GAAP financial measure should not be considered as an alternative to GAAP measures such as net income, operating income, cash flow from operating activities or any other GAAP measure of liquidity or financial performance. We believe that investors benefit from having access to the same financial measures being utilized by management, lenders, analysts and other market participants.
Available Cash before Reserves, also referred to as distributable cash flow, is commonly used as a supplemental financial measure by management and by external users of financial statements, such as investors, commercial banks, research analysts and rating agencies, to assess: (1) the financial performance of our assets without regard to financing methods, capital structures or historical cost basis; (2) the ability of our assets to generate cash sufficient to pay interest costs and support our indebtedness; (3) our operating performance and return on capital as compared to those of other companies in the midstream energy industry, without regard to financing and capital structure and (4) the viability of projects and the overall rates of return on alternative investment opportunities.
Because Available Cash before Reserves excludes some items that affect net income or loss and because these measures may vary among other companies, the Available Cash before Reserves data presented in this Quarterly Report on Form 10-Q may not be comparable to similarly titled measures of other companies.
Available Cash before Reserves, including applicable pro forma presentations, is a performance measure used by our management to compare cash flows generated by us to the cash distribution paid to our common unitholders. This is an important financial measure to our public unitholders since it is an indicator of our ability to provide a cash return on their investments. Among other things, this financial measure aids investors in determining whether or not we are generating cash flows at a level that can support a quarterly cash distribution to the partners. Lastly, Available Cash before Reserves is the quantitative standard used throughout the investment community with respect to publicly-traded partnerships.
Available Cash before Reserves is income from continuing operations as adjusted for specific items, the most significant of which are the addition of certain non-cash expenses (such as depreciation and amortization), the substitution of distributable cash generated by our equity investees in lieu of our equity income attributable to our equity investees, the elimination of gains and losses on asset sales (except those from the sale of surplus assets), unrealized gains and losses on derivative transactions not designated as hedges for accounting purposes, the elimination of expenses related to acquiring or constructing assets that provide new sources of cash flows, and the subtraction of maintenance capital utilized. Maintenance capital is capitalized costs that are necessary to maintain the service capability of our existing assets, including the replacement of any system component or equipment which is worn out or obsolete. Our quarterly maintenance capital utilized is intended to represent the amount of cash reserves we believe is prudent to establish each quarter attributable to maintenance capital requirements in connection with determining the amount of distributable or discretionary cash flow attributable to that quarter, which cash flow we refer to as Available Cash before Reserves. We believe the most useful quarterly maintenance capital utilized amount is that portion of the amount of previously incurred maintenance capital expenditures that we realize and/or utilize during the relevant quarter, which would be equal to the sum of the maintenance capital expenditures we have incurred for each project/component in prior quarters allocated ratably over the useful lives of those projects/components. Because we have not historically used maintenance capital utilized, our future maintenance capital utilized calculations will reflect the realization and/or utilization of solely those maintenance capital expenditures incurred since December 31, 2013.

30


Available Cash before Reserves for the periods presented below was as follows:
 
Three Months Ended
June 30,
 
2014
 
2013
 
(in thousands)
Income from continuing operations
$
21,148

 
$
26,612

Depreciation and amortization
20,491

 
15,665

Cash received from direct financing leases not included in income
1,371

 
1,263

Cash effects of sales of certain assets
61

 
294

Effects of distributable cash generated by equity method investees not included in income
7,808

 
4,891

Cash effects of legacy stock appreciation rights plan
(127
)
 
(1,896
)
Non-cash legacy stock appreciation rights plan expense
322

 
705

Expenses related to acquiring or constructing growth capital assets
418

 
667

Unrealized loss (gain) on derivative transactions excluding fair value hedges
2,724

 
(1,971
)
Maintenance capital utilized
(178
)
 
(1,015
)
Non-cash tax expense (benefit)
512

 
(213
)
Other items, net
942

 
707

Available Cash before Reserves
$
55,492

 
$
45,709

Results of Operations
Revenues and Costs and Expenses
Our revenues for the 2014 Quarter decreased $53.6 million, or 5% from the 2013 Quarter. Additionally, our costs and expenses decreased $51.5 million, or 5% between the two periods.
The substantial majority of our revenues and costs are derived from the purchase and sale of crude oil and petroleum products. The significant decrease in our revenues and costs between the two second quarter periods is primarily attributable to decreased volumes from our continuing operations relating to our supply and logistics segment, partially offset by an increase in market prices for crude oil and petroleum products as described below.
Volumes from continuing operations decreased in our supply and logistics segment by 9% quarter to quarter and 3% between the six month periods principally related to the transitioning of the operations of our refined products business in order to operate within current market conditions. The average closing prices for West Texas Intermediate ("WTI") crude oil on the New York Mercantile Exchange ("NYMEX") increased 9% to $103.00 per barrel in the second quarter of 2014, as compared to $94.22 per barrel in the second quarter of 2013.
Segment Margin
The contribution of each of our segments to total Segment Margin in the three and six months ended June 30, 2014 and June 30, 2013 was as follows:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2014
 
2013
 
2014
 
2013
 
(in thousands)
 
(in thousands)
Pipeline transportation
$
27,966

 
$
26,456

 
$
56,058

 
$
51,652

Refinery services
21,627

 
18,696

 
42,499

 
36,661

Supply and logistics
33,088

 
25,290

 
61,475

 
54,194

Total Segment Margin
$
82,681

 
$
70,442

 
$
160,032

 
$
142,507


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.


31


A reconciliation of Segment Margin to income from continuing operations for the periods presented is as follows:

 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2014
 
2013
 
2014
 
2013
Segment Margin
$
82,681

 
$
70,442

 
$
160,032

 
$
142,507

Corporate general and administrative expenses
(13,789
)
 
(10,305
)
 
(24,850
)
 
(21,142
)
Depreciation and amortization
(20,491
)
 
(15,665
)
 
(39,771
)
 
(30,714
)
Interest expense
(14,069
)
 
(12,255
)
 
(26,873
)
 
(23,696
)
Distributable cash from equity investees in excess of equity in earnings
(7,808
)
 
(4,891
)
 
(13,585
)
 
(11,455
)
Non-cash items not included in Segment Margin
(3,043
)
 
960

 
282

 
(3,335
)
Cash payments from direct financing leases in excess of earnings
(1,371
)
 
(1,263
)
 
(2,709
)
 
(2,495
)
Income tax (expense) benefit
(962
)
 
(117
)
 
(1,603
)
 
86

Discontinued operations

 
(294
)
 

 
(441
)
Income from continuing operations
$
21,148

 
$
26,612

 
$
50,923

 
$
49,315


Our reconciliation of Segment Margin to income from continuing operations reflects that Segment Margin (as defined above) excludes corporate general and administrative expenses, depreciation and amortization, interest expense, certain non-cash items, the most significant of which are the non-cash effects of our stock appreciation rights plan and unrealized gains and losses on derivative transactions not designated as hedges for accounting purposes. Items in Segment Margin not included in income from continuing operations are distributable cash from equity investees in excess of equity in earnings (or losses) and cash payments from direct financing leases in excess of earnings.

32


Pipeline Transportation Segment
Operating results and volumetric data for our pipeline transportation segment are presented below:
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2014
 
2013
 
2014
 
2013
 
(in thousands)
 
(in thousands)
Crude oil tariffs and revenues - onshore crude oil pipelines
$
10,643

 
$
9,923

 
$
20,888

 
$
19,404

Segment Margin from offshore crude oil pipelines, including pro-rata share of distributable cash from equity investees
11,435

 
9,688

 
24,838

 
19,713

CO2 tariffs and revenues from direct financing leases of CO2 pipelines
6,367

 
6,930

 
12,874

 
13,754

Sales of onshore crude oil pipeline loss allowance volumes
3,645

 
3,419

 
4,855

 
5,642

Onshore pipeline operating costs, excluding non-cash charges for equity-based compensation and other non-cash expenses
(5,777
)
 
(4,997
)
 
(10,647
)
 
(9,865
)
Payments received under direct financing leases not included in income
1,371

 
1,263

 
2,709

 
2,495

Other
282

 
230

 
541

 
509

Segment Margin
$
27,966

 
$
26,456

 
$
56,058

 
$
51,652

 
 
 
 
 
 
 
 
Volumetric Data (barrels/day unless otherwise noted):
 
 
 
 
 
 
 
Onshore crude oil pipelines:
 
 
 
 
 
 
 
Texas
60,662

 
54,929

 
54,769

 
54,175

Jay
24,337

 
38,062

 
26,085

 
33,107

Mississippi
15,121

 
18,946

 
15,150

 
18,965

Louisiana (1)
22,435

 

 
13,574

 

Onshore crude oil pipelines total
122,555

 
111,937

 
109,578

 
106,247

 
 
 
 
 
 
 
 
Offshore crude oil pipelines:
 
 
 
 
 
 
 
CHOPS (2)
169,371

 
126,819

 
180,288

 
120,531

Poseidon (2)
201,190

 
220,687

 
206,074

 
212,663

Odyssey (2)
40,492

 
44,493

 
42,735

 
43,837

GOPL
4,197

 
9,335

 
5,814

 
9,132

Offshore crude oil pipelines total
415,250

 
401,334

 
434,911

 
386,163

 
 
 
 
 
 
 
 
CO2 pipeline (Mcf/day):
 
 
 
 
 
 
 
Free State
178,500

 
227,168

 
185,010

 
217,844


(1) Represents volumes per day from the period the pipeline began operations in the first quarter of 2014.
(2) Volumes for our equity method investees are presented on a 100% basis.
Three Months Ended June 30, 2014 Compared with Three Months Ended June 30, 2013
Pipeline transportation Segment Margin for the 2014 Quarter increased $1.5 million, or 6%. The significant components and details of this change were as follows:
Segment Margin from our offshore crude oil pipelines increased $1.7 million, primarily as a result of higher volumes transported in our offshore pipelines as a result of additional wells being connected to the pipeline in the existing fields that they service.
Crude oil tariff revenues of onshore crude oil pipelines increased primarily due to upward tariff indexing of approximately 4.6% for our FERC-regulated pipelines effective in July 2013. In addition, increases in crude oil tariff revenues were also a result of higher throughput volumes, including those from our Louisiana pipeline system, a new 18-mile 24-inch diameter crude oil pipeline connecting Port Hudson to the Baton

33


Rouge Scenic Station and continuing downstream to the Anchorage Tank Farm which was operational for the entirety of the 2014 Quarter. The increased crude oil tariff revenues were substantially offset by the increase in onshore crude oil pipeline operating costs also associated with the higher throughput volumes and related activity on our new Louisiana pipeline system.
Although volumes on our Free State CO2 pipeline system decreased 48,668 Mcf per day, or 21%, in the 2014 Quarter as compared to the 2013 Quarter, that decrease did not materially affect contributions to Segment Margin by that pipeline. We provide transportation services on our Free State CO2 pipeline system through an “incentive” tariff which provides that the average rate per Mcf that we charge during any month decreases as our aggregate throughput for that month increases above specific thresholds. As a result of this "incentive" tariff, fluctuations in volumes on our Free State CO2 pipeline system have a limited impact on Segment Margin.
Six Months Ended June 30, 2014 Compared with Six Months Ended June 30, 2013
Pipeline transportation Segment Margin for the six month periods increased $4.4 million, or 9%. The significant components and details of this change were as follows:
Segment Margin from our offshore crude oil pipelines increased $5.1 million, primarily as a result of higher volumes transported in our offshore pipelines as a result of additional wells being connected to the pipeline in the existing fields that they service.
Crude oil tariff revenues of onshore crude oil pipelines increased primarily due to upward tariff indexing of approximately 4.6% for our FERC-regulated pipelines effective in July 2013. In addition, increases in crude oil tariff revenues were also a result of higher throughput volumes, including those from our Louisiana pipeline system, a new 18-mile 24-inch diameter crude oil pipeline connecting Port Hudson to the Baton Rouge Scenic Station and continuing downstream to the Anchorage Tank Farm which became operational during the latter part of the first quarter of 2014. The increased crude oil tariff revenues were substantially offset by the increase in onshore crude oil pipeline operating costs also associated with the higher throughput volumes and related activity on our new Louisiana pipeline system.
Although volumes on our Free State CO2 pipeline system decreased 32,834 Mcf per day, or 15%, in the first six months of 2014 as compared to the first six months of 2013, that decrease did not materially affect contributions to Segment Margin by that pipeline. We provide transportation services on our Free State CO2 pipeline system through an “incentive” tariff which provides that the average rate per Mcf that we charge during any month decreases as our aggregate throughput for that month increases above specific thresholds. As a result of this "incentive" tariff, fluctuations in volumes on our Free State CO2 pipeline system have a limited impact on Segment Margin.


34


Refinery Services Segment
Operating results for our refinery services segment were as follows:
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2014
 
2013
 
2014
 
2013
Volumes sold (in Dry short tons "DST"):
 
 
 
 
 
 
 
NaHS volumes
37,607

 
36,665

 
78,509

 
73,287

NaOH (caustic soda) volumes
24,066

 
21,720

 
48,099

 
40,950

Total
61,673

 
58,385

 
126,608

 
114,237

 
 
 
 
 
 
 
 
Revenues (in thousands):
 
 
 
 
 
 
 
NaHS revenues
$
41,162

 
$
40,462

 
$
84,270

 
$
79,297

NaOH (caustic soda) revenues
12,642

 
12,695

 
24,787

 
24,097

Other revenues
1,748

 
1,131

 
3,602

 
3,073

Total external segment revenues
$
55,552

 
$
54,288

 
$
112,659

 
$
106,467

 
 
 
 
 
 
 
 
Segment Margin (in thousands)
$
21,627

 
$
18,696

 
$
42,499

 
$
36,661

 
 
 
 
 
 
 
 
Average index price for NaOH per DST (1)
$
595

 
$
626

 
$
587

 
$
614

Raw material and processing costs as % of segment revenues
42
%
 
49
%
 
43
%
 
49
%
(1) Source: IHS Chemical
Three Months Ended June 30, 2014 Compared with Three Months Ended June 30, 2013
Refinery services Segment Margin for the 2014 Quarter increased $2.9 million, or 16%. The significant components of this fluctuation were as follows:
NaHS revenues increased primarily as a function of increased sales volumes, which increase was partially offset by a decrease in the average index price for caustic soda (which is a component of our sales prices). The pricing in our sales contracts for NaHS includes adjustments for fluctuations in commodity benchmarks (primarily caustic soda), freight, labor, energy costs and government indexes. The frequency at which those adjustments are applied varies by contract, geographic region and supply point. The mix of NaHS sales volumes to which these adjustments apply varies between periods.
Our raw material costs related to NaHS decreased correspondingly to the decrease in the average index price for caustic soda. We were able to realize benefits from operating efficiencies at several of our sour gas processing facilities, our favorable management of the acquisition (including economies of scale) and utilization of caustic soda in our (and our customers') operations, and our logistics management capabilities.
Caustic soda revenues decreased slightly, while caustic soda sales volumes increased 11%. Although caustic sales volumes may fluctuate, the contribution to Segment Margin from these sales is not a significant portion of our refinery services activities. Caustic soda is a key component in the provision of our sulfur-removal service, from which we receive the by-product NaHS. Consequently, we are a very large consumer of caustic soda. In addition, our economies of scale and logistics capabilities allow us to effectively purchase additional caustic soda for re-sale to third parties. Our ability to purchase caustic soda volumes is currently sufficient to meet the demands of our refinery services operations and third-party sales.
Average index prices for caustic soda decreased to $595 per DST in the second quarter of 2014 compared to $626 per DST during the second quarter of 2013. Those price movements affect the revenues and costs related to our sulfur removal services as well as our caustic soda sales activities. However, generally, changes in caustic soda prices do not materially affect Segment Margin attributable to our sulfur processing services because we usually pass those costs through to our NaHS sales customers. Additionally, our bulk purchase and storage capabilities related to caustic soda allow us to somewhat mitigate the effects of changes in index prices for caustic soda on our operating costs.

35


Six Months Ended June 30, 2014 Compared with Six Months Ended June 30, 2013
Refinery services Segment Margin for the six month periods increased $5.8 million, or 16%. The significant components of this fluctuation were as follows:
NaHS revenues increased primarily as a function of increased sales volumes, which increase was partially offset by a decrease in the average index price for caustic soda (which is a component of our sales prices). The pricing in our sales contracts for NaHS includes adjustments for fluctuations in commodity benchmarks (primarily caustic soda), freight, labor, energy costs and government indexes. The frequency at which those adjustments are applied varies by contract, geographic region and supply point. The mix of NaHS sales volumes to which these adjustments apply varies between periods.
Our raw material costs related to NaHS decreased correspondingly to the decrease in the average index price for caustic soda. We were able to realize benefits from operating efficiencies at several of our sour gas processing facilities, our favorable management of the acquisition (including economies of scale) and utilization of caustic soda in our (and our customers') operations, and our logistics management capabilities.
Caustic soda revenues increased slightly, while caustic soda sales volumes increased 17%. Although caustic sales volumes may fluctuate, the contribution to Segment Margin from these sales is not a significant portion of our refinery services activities. Caustic soda is a key component in the provision of our sulfur-removal service, from which we receive the by-product NaHS. Consequently, we are a very large consumer of caustic soda. In addition, our economies of scale and logistics capabilities allow us to effectively purchase additional caustic soda for re-sale to third parties. Our ability to purchase caustic soda volumes is currently sufficient to meet the demands of our refinery services operations and third-party sales.
Average index prices for caustic soda decreased to $587 per DST in the first six months of 2014 compared to $614 per DST during the first six months of 2013. Those price movements affect the revenues and costs related to our sulfur removal services as well as our caustic soda sales activities. However, generally, changes in caustic soda prices do not materially affect Segment Margin attributable to our sulfur processing services because we usually pass those costs through to our NaHS sales customers. Additionally, our bulk purchase and storage capabilities related to caustic soda allow us to somewhat mitigate the effects of changes in index prices for caustic soda on our operating costs.

Supply and Logistics Segment
Operating results from our supply and logistics segment were as follows:
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2014
 
2013
 
2014
 
2013
 
(in thousands)
 
(in thousands)
Supply and logistics revenue
$
939,056

 
$
994,681

 
$
1,883,662

 
$
1,939,226

Crude oil and petroleum products costs, excluding unrealized gains and losses from derivative transactions
(841,547
)
 
(924,683
)
 
(1,694,589
)
 
(1,794,579
)
Operating costs, excluding non-cash charges for equity-based compensation and other non-cash expenses
(64,577
)
 
(45,491
)
 
(127,299
)
 
(91,936
)
Segment Margin attributable to discontinued operations

 
312

 

 
562

Other
156

 
471

 
(299
)
 
921

Segment Margin
$
33,088

 
$
25,290

 
$
61,475

 
$
54,194

 
 
 
 
 
 
 
 
Volumetric Data (average barrels per day):
 
 
 
 
 
 
 
Crude oil and petroleum products sales:
 
 
 
 
 
 
 
Continuing operations
96,443

 
106,428

 
98,631

 
101,358

Discontinued operations

 
13,220

 

 
12,194

Total crude oil and petroleum products sales
96,443

 
119,648

 
98,631

 
113,552


36


    
Our supply and logistics segment is focused on utilizing our knowledge of the crude oil and petroleum markets and our logistics capabilities from our terminals, railcars, rail loading and unloading facilities, trucks and barges to provide oil and gas producers, refineries and other customers with a full suite of services. These services include:

purchasing/selling and/or transporting crude oil from the wellhead to markets for ultimate use in refining;
supplying petroleum products (primarily fuel oil, asphalt and other heavy refined products) to wholesale markets and some end-users such as paper mills and utilities;
purchasing products from refiners, transporting the products to one of our terminals and blending the products to a quality that meets the requirements of our customers and selling those products;
utilizing our fleet of trucks and trailers, railcars, and barges to take advantage of logistical opportunities primarily in the Gulf Coast states and waterways;
railcar loading and unloading activities at our crude-by-rail terminals; and
industrial gas activities, including wholesale marketing of CO2 and processing of syngas through a joint venture.
Product purchase and sale activities account for a substantial majority of revenues and costs of our supply and logistics segment. For reference purposes, the average market prices of crude oil and petroleum products increased 9% and 7% between the three and six month periods, respectively, however that price volatility has a limited impact on our Segment Margin.
Three Months Ended June 30, 2014 Compared with Three Months Ended June 30, 2013
Segment Margin for our supply and logistics segment increased by $7.8 million, or 31% between the two second quarter periods.
In the 2014 Quarter, the increase in our Segment Margin resulted primarily from the contributions from our offshore marine transportation business, which we acquired in August 2013, as well as contributions from our new and expanded assets at our Port Hudson facility which were completed during the first half of 2014. In addition, we continue to transition our refined products operations to a level and structure designed to operate within current market conditions in terms of costs, size and type of activity.
Six Months Ended June 30, 2014 Compared with Six Months Ended June 30, 2013
Segment Margin for our supply and logistics segment increased by $7.3 million, or 13% between the two six month periods.
The increase in our Segment Margin during the first six months of 2014 resulted primarily from the contributions from our offshore marine transportation business, which we acquired in August 2013, as well as contributions from our new and expanded assets at our Port Hudson facility, which were completed during the first half of 2014. This increase was partially offset by the negative impacts we experienced in our refined products business as we worked through the dislocations in the prices/margins for the underlying commodities. We continue to transition our refined products operations to a level and structure designed to operate within current market conditions in terms of costs, size and type of activity.

37


Other Costs, Interest, and Income Taxes
General and administrative expenses
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2014
 
2013
 
2014
 
2013
 
(in thousands)
 
(in thousands)
General and administrative expenses not separately identified below:
 
 
 
 
 
 
 
Corporate
$
11,147

 
$
7,690

 
$
18,897

 
$
14,836

Segment
892

 
812

 
1,822

 
1,506

Equity-based compensation plan expense
2,239

 
1,973

 
4,785

 
5,528

Third party costs related to business development activities and growth projects
418

 
667

 
1,202

 
883

Total general and administrative expenses
$
14,696

 
$
11,142

 
$
26,706

 
$
22,753

Total general and administrative expenses increased $3.6 million and $4.0 million between the three and six month periods, respectively, primarily due to higher employee compensation expenses. Increases in equity-based compensation plan expense were primarily due to an increase in the number of participants when comparing the three months ended June 30, 2014 to the three months ended June 30, 2013. Increases in the market prices of our common units also affect equity-based compensation plan expense. Market prices of our common units increased 3% between June 30, 2014 as compared to March 31, 2014 and increased 7% between June 30, 2013 and March 31, 2013.
Equity-based compensation plan expense decreased when comparing the six months ended June 30, 2014 to the six months ended June 30, 2013, as the market price of our common units increased 7% between June 30, 2014 as compared to December 31, 2013 and increased 45% between June 30, 2013 as compared to December 31, 2012. This is partially offset by an increase in the number of participants as of June 30, 2014 as compared to the number of participants as of June 30, 2013.

Depreciation and amortization expense
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2014
 
2013
 
2014
 
2013
 
(in thousands)
 
(in thousands)
Depreciation expense
$
16,409

 
$
11,067

 
$
31,686

 
$
21,558

Amortization of intangible assets
3,147

 
3,609

 
6,292

 
7,236

Amortization of CO2 volumetric production payments
935

 
989

 
1,793

 
1,920

Total depreciation and amortization expense
$
20,491

 
$
15,665

 
$
39,771

 
$
30,714

Total depreciation and amortization expense increased $4.8 million and $9.1 million, between the three and six month periods, respectively, primarily as a result of our increasing asset base, which was partially offset by a decrease in the amortization of intangible assets. Depreciation expense increased $5.3 million and $10.1 million between the three and six month periods, respectively, primarily as a result of the acquisition of our offshore marine transportation assets and recently completed growth projects. Amortization of intangible assets decreased $0.5 million and $0.9 million between the three and six month periods, respectively, as we amortize our intangible assets over the period in which we expect them to contribute to our future cash flows.

38


Interest expense, net
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2014
 
2013
 
2014
 
2013
 
(in thousands)
 
(in thousands)
Interest expense, credit facility (including commitment fees)
$
4,344

 
$
2,417

 
$
8,172

 
$
5,221

Interest expense, senior unsecured notes
14,437

 
11,922

 
26,359

 
21,775

Amortization of debt issuance costs and premium
1,216

 
1,106

 
2,320

 
2,128

Capitalized interest
(5,928
)
 
(3,190
)
 
(9,978
)
 
(5,428
)
Net interest expense
$
14,069

 
$
12,255

 
$
26,873

 
$
23,696

Net interest expense increased $1.8 million and $3.2 million between the three and six month periods, respectively, primarily due to our newly issued senior unsecured notes issued in May 2014. In February 2013, we issued an additional $350 million of aggregate principal amount of 5.75% senior unsecured notes to repay borrowings under our senior secured credit facility. Capitalized interest costs, which increased $2.7 million and $4.6 million in the three and six month periods, respectively, due to our growth capital expenditures, partially offset the increase in interest expense.
Income tax expense
A portion of our operations are owned by wholly-owned corporate subsidiaries that are taxable as corporations. As a result, a substantial portion of the income tax expense we record relates to the operations of those corporations, and will vary from period to period as a percentage of our income before taxes based on the percentage of our income or loss that is derived from those corporations. The balance of the income tax expense we record relates to state taxes imposed on our operations that are treated as income taxes under generally accepted accounting principles and foreign income taxes.
Other
Net income for the three months ended June 30, 2014 included an unrealized loss on derivative positions of $2.7 million. Net income for the same period in 2013 included an unrealized gain on derivative positions of $2.0 million. Net income for the six months ended June 30, 2014 included an unrealized gain on derivative positions of $1.2 million. Net income for the same period in 2013 included an unrealized gain on derivative positions of $2.0 million. Those amounts are included in supply and logistics product costs in the Unaudited Condensed Consolidated Statements of Operations and are not a component of Segment Margin.

Liquidity and Capital Resources
General
As of June 30, 2014, we had $487.9 million of borrowing capacity available under our $1 billion senior secured revolving credit facility. We anticipate that our future internally-generated funds and the funds available under our credit facility will allow us to meet our ordinary course capital needs. Our primary sources of liquidity have been cash flows from operations, borrowing availability under our credit facility and the proceeds from issuances of equity and senior unsecured notes.
Our primary cash requirements consist of:
Working capital, primarily inventories;
Routine operating expenses;
Capital growth and maintenance projects;
Acquisitions of assets or businesses;
Payments related to servicing outstanding debt; and
Quarterly cash distributions to our unitholders.
Capital Resources
Our ability to satisfy future capital needs will depend on our ability to raise substantial amounts of additional capital from time to time — including through equity and debt offerings (public and private), borrowings under our credit facility and other financing transactions—and to implement our growth strategy successfully. No assurance can be made that we will be able to raise additional capital on satisfactory terms or implement our growth strategy successfully.

39


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 inventory financing sublimit tranche under our senior secured credit facility is $150 million, which is designed to allow us to more efficiently finance crude oil and petroleum products inventory in the normal course of our operations, by allowing us to exclude the amount of inventory loans from our total outstanding indebtedness for purposes of determining our applicable interest rate. Our credit facility does not include a “borrowing base” limitation except with respect to our inventory loans. At any one time, we can have up to $100 million in letters of credit outstanding under our facility. We had $19.9 million in letters of credit outstanding at June 30, 2014. Due to the revolving nature of loans under our credit facility, we may make additional borrowings and periodic repayments and re-borrowings until the maturity date. At June 30, 2014, we had $492.2 million borrowed under our credit facility, with $105.9 million of the borrowed amount designated as a loan under the inventory sublimit. Thus, the total amount available for borrowings under our credit facility at June 30, 2014 was $487.9 million.
The key interest rate and principal fees 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%.
On May 15, 2014, we issued $350 million in aggregate principal amount of 5.625% senior unsecured notes 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 notes mature on June 15, 2024.
At June 30, 2014, long-term debt totaled $1.5 billion, consisting of $492.2 million outstanding under our credit facility (including $105.9 million borrowed under the inventory sublimit tranche), a $350.7 million carrying amount of senior unsecured notes due on December 15, 2018, a $350 million carrying amount of senior unsecured notes due on February 15, 2021 and a $350 million carrying amount of senior unsecured notes due on June 15, 2024.

Cash Flows from Operations
We generally utilize the cash flows we generate from our operations to fund our working capital needs. Excess funds that are generated are used to repay borrowings from our credit facility and to fund a portion of our capital expenditures. Our operating cash flows can be impacted by changes in items of working capital, primarily variances in the carrying amount of inventory and the timing of payment of accounts payable and accrued liabilities related to capital expenditures.
We typically sell our crude oil in the same month in which we purchase it, and we do not rely on borrowings under our credit facility to pay for such crude oil purchases, other than inventory. During such periods, our accounts receivable and accounts payable generally move in tandem as we make payments and receive payments for the purchase and sale of crude oil.
In our petroleum products activities, we buy products, and typically, either move those products to one of our storage facilities for further blending or we sell those products within days of our purchase. The cash requirements for these activities can result in short term increases and decreases in our borrowings under our credit facility.
The storage of crude oil and petroleum products can have a material impact on our cash flows from operating activities. In the month we pay for the stored crude oil or petroleum products, we borrow under our credit facility (or use cash on hand) to pay for the crude oil or petroleum products, utilizing a portion of our operating cash flows. Conversely, cash flow from operating activities increases during the period in which we collect the cash from the sale of the stored crude oil or petroleum products. Additionally, we may be required to deposit margin funds with the NYMEX when prices increase as the value of the derivatives utilized to hedge the price risk in our inventory fluctuates. These deposits also impact our operating cash flows as we borrow under our credit facility or use cash on hand to fund the deposits.
    See Note 12 in our Unaudited Condensed Consolidated Financial Statements for information regarding changes in components of operating assets and liabilities for the six months ended June 30, 2014 and June 30, 2013.

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The increase in operating cash flow for the six months ended June 30, 2014 compared to the same period in 2013 was primarily due to decreases in working capital needs and increases in cash earnings. As discussed above, changes in the cash requirements related to payment for petroleum products or collection of receivables from the sale of inventory impact the cash provided by operating activities. Additionally, changes in the market prices for crude oil and petroleum products can result in fluctuations in our working capital and, therefore, our operating cash flows between periods as the cost to acquire a barrel of oil or petroleum products will require more or less cash. Net cash flows provided by our operating activities for the six months ended June 30, 2014 were $105.2 million compared to $95.8 million for the six months ended June 30, 2013.
Capital Expenditures and Distributions Paid to our Unitholders
We use cash primarily for our operating expenses, working capital needs, debt service, acquisition activities, growth projects and distributions to unitholders. We finance maintenance capital expenditures and smaller growth projects and distributions primarily with cash generated by our operations. We have historically funded material growth capital projects (including acquisitions and growth projects) with borrowings under our credit facility, equity issuances and/or the issuance of senior unsecured notes.
Capital Expenditures and Business and Asset Acquisitions
A summary of our expenditures for fixed assets, business and other asset acquisitions for the six months ended June 30, 2014 and June 30, 2013 is as follows:
 
Six Months Ended
June 30,
 
2014
 
2013
 
(in thousands)
Capital expenditures for fixed and intangible assets:
 
 
 
Maintenance capital expenditures:
 
 
 
Pipeline transportation assets
$
2,019

 
$
284

Refinery services assets
409

 
414

Supply and logistics assets
1,915

 
1,879

Total maintenance capital expenditures(1)
4,343

 
2,577

Growth capital expenditures:
 
 
 
Pipeline transportation assets
26,622

 
54,917

Refinery services assets
490

 
1,250

Supply and logistics assets
198,771

 
54,180

Information technology systems
358

 
958

Total growth capital expenditures
226,241

 
111,305

Total capital expenditures for fixed and intangible assets
230,584

 
113,882

Capital expenditures related to equity investees (2)
12,676

 
66,207

Total capital expenditures
$
243,260

 
$
180,089


(1) Maintenance capital expenditures were $2.1 million and $4.3 million, respectively, for the three and six months ended June 30, 2014.
(2) Amounts represent our investment in the SEKCO pipeline joint venture (see below for more information).
Expenditures for capital assets will depend on our access to debt and equity capital.
Growth Capital Expenditures
Total capital expenditures on projects currently under construction, and described in the following discussion, are estimated to be approximately $720 million, inclusive of capital expenditures incurred in prior periods. We anticipate that approximately $400 million of that total will be spent in 2014, inclusive of expenditures incurred through June 30, 2014.
Gulf Coast Infrastructure
We are improving existing assets and developing new infrastructure in Louisiana, including connecting to Exxon Mobil Corporation’s Baton Rouge refinery, one of the largest refinery complexes in North America, with more than 500,000 barrels per day of refining capacity. Our investment includes improving our existing terminal at Port Hudson, Louisiana, constructing a new 18-mile 24-inch diameter crude oil pipeline connecting Port Hudson to the Baton Rouge Scenic Station and

41


continuing downstream to the Anchorage Tank Farm and building a new crude oil unit train unload facility at Scenic Station. The Port Hudson upgrades and new crude oil pipeline were completed in the first quarter of 2014, and Scenic Station became fully operational in July 2014.
Baton Rouge Terminal
We previously announced plans to construct a new crude oil, intermediates and refined products import/export terminal in Baton Rouge. That terminal will be located near the Port of Greater Baton Rouge and will be pipeline-connected to that port's existing deepwater docks on the Mississippi River. We will initially construct approximately 1.1 million barrels of tankage for the storage of crude oil, intermediates and/or refined products with the capability to expand to provide additional terminaling services to our customers. Our Baton Rouge Terminal will also be pipeline-connected to ExxonMobil facilities in the area, as well as to Scenic Station. Shippers to Scenic Station will have access to both the local Baton Rouge refining market, as well as the ability to access other attractive refining markets via our Baton Rouge Terminal. Our Baton Rouge Terminal is expected to be completed by the end of the second quarter of 2015.
Rail Projects
Walnut Hill - In the first quarter of 2013, we completed construction on the second phase of our crude-by-rail unloading terminal at Walnut Hill, Florida, which includes a 100,000 barrel storage tank and related equipment and connections to our Jay System. This facility is capable of handling unit train shipments of oil for direct deliveries to an existing refinery customer and indirect deliveries (through third-party common carriers) to multiple other markets in the Southeast at the option of the shippers. We completed construction of an additional tank at that site with 110,000 barrels of capacity, which allows us to handle increased rail and pipeline demand and became fully operational in April 2014.
Wink - In 2012, we completed the initial phase construction of a crude oil rail loading facility in Wink, Texas, which was designed to move crude oil from West Texas to other markets and give us the capability to load Genesis and third party railcars. In April 2014, we completed construction on the second phase of that facility, which allows us to more efficiently load full unit trains.
Natchez - In the third quarter of 2013, we completed construction on a crude oil rail unloading/loading facility at our existing terminal located in Natchez, Mississippi, which is designed to facilitate the movement of Canadian bitumen/dilbit to Gulf Coast markets. That facility has the capability to unload bitumen/dilbit as well as load diluent for backhauls to Canada. During the first quarter of 2014, we completed construction on the second phase of that facility, which provides an additional 60 railcar spots and additional heated tanks.
Raceland - In the fourth quarter of 2013, we began construction on a new crude oil unit train unloading facility capable of unloading up to two unit trains per day, located in Raceland, Louisiana. The Raceland Rail Facility will be connected to existing midstream infrastructure that will provide direct pipeline access to refineries from the Baton Rouge area to the Gulf of Mexico and is expected to be operational in the second quarter of 2015.
Marine Expansion - We placed orders for 12 barges and 10 push boats to be delivered for our inland marine fleet. During the second quarter of 2014, we accepted delivery of 6 of those barges.
Capital Expenditures Related to Equity Investees
The SEKCO Pipeline, our 50/50 joint venture with Enterprise Products in the deepwater Gulf of Mexico, was declared mechanically complete in June and has been made available to serve the Lucius oil and gas field in the southern Keathley Canyon area of the Gulf of Mexico. We have budgeted approximately $200 million for our cumulative share of the pipeline construction through 2014. In 2013 and 2012, we contributed $94.3 million and $63.7 million, respectively, to SEKCO that was used to fund our share of the construction costs incurred during those years. We have budgeted approximately $40.1 million in 2014, of which we have paid $12.7 million during the first six months of the year.
Distributions to Unitholders
On August 14, 2014, we will pay a distribution of $0.565 per common unit totaling $50.1 million with respect to the second quarter of 2014 to common unitholders of record on August 1, 2014. This is the thirty-sixth consecutive quarter in which we have increased our quarterly distribution. Information on our recent distribution history is included in Note 9 to our Unaudited Condensed Consolidated Financial Statements.
Commitments and Off-Balance Sheet Arrangements
Contractual Obligations and Commercial Commitments
There have been no material changes to the commitments and obligations reflected in our Annual Report on Form 10-K for the year ended December 31, 2013.


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Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements, special purpose entities, or financing partnerships, other than as disclosed under “Contractual Obligations and Commercial Commitments” in our Annual Report on Form 10-K for the year ended December 31, 2013, nor do we have any debt or equity triggers based upon our unit or commodity prices.
Forward Looking Statements
The statements in this Quarterly Report on Form 10-Q that are not historical information may be “forward looking statements” as defined under federal law. All statements, other than historical facts, included in this document that address activities, events or developments that we expect or anticipate will or may occur in the future, including things such as plans for growth of the business, future capital expenditures, competitive strengths, goals, references to future goals or intentions and other such references are forward-looking statements, and historical performance is not necessarily indicative of future performance. These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. They use words such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “could,” “plan,” “position,” “projection,” “strategy,” “should” or “will,” or the negative of those terms or other variations of them or by comparable terminology. In particular, statements, expressed or implied, concerning future actions, conditions or events or future operating results or the ability to generate sales, income or cash flow are forward-looking statements. Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. Future actions, conditions or events and future results of operations may differ materially from those expressed in these forward-looking statements. Many of the factors that will determine these results are beyond our ability or the ability of our affiliates to control or predict. Specific factors that could cause actual results to differ from those in the forward-looking statements include, among others:
demand for, the supply of, our assumptions about, changes in forecast data for, and price trends related to crude oil, liquid petroleum, NaHS, caustic soda and CO2, all of which may be affected by economic activity, capital expenditures by energy producers, weather, alternative energy sources, international events, conservation and technological advances;
throughput levels and rates;
changes in, or challenges to, our tariff rates;
our ability to successfully identify and close strategic acquisitions on acceptable terms (including obtaining third-party consents and waivers of preferential rights), develop or construct energy infrastructure assets, make cost saving changes in operations and integrate acquired assets or businesses into our existing operations;
service interruptions in our pipeline transportation systems and processing operations;
shutdowns or cutbacks at refineries, petrochemical plants, utilities or other businesses for which we transport crude oil, petroleum or other products or to whom we sell such products;
risks inherent in marine transportation and vessel operation, including accidents and discharge of pollutants;
changes in laws and regulations to which we are subject, including tax withholding issues, accounting pronouncements, and safety, environmental and employment laws and regulations;
the effects of production declines and the effects of future laws and government regulation;
planned capital expenditures and availability of capital resources to fund capital expenditures;
our inability to borrow or otherwise access funds needed for operations, expansions or capital expenditures as a result of our credit agreement and the indentures governing our notes, which contain various affirmative and negative covenants;
the level of indebtedness that we maintain to fund growth projects could adversely affect our financial health;
loss of key personnel;
cash from operations that we generate could decrease or fail to meet expectations, either of which could reduce our ability to pay quarterly cash distributions at the current level or continue to increase quarterly cash distributions in the future;
an increase in the competition that our operations encounter;
cost and availability of insurance;
hazards and operating risks that may not be covered fully by insurance;
our financial and commodity hedging arrangements, which may reduce our earnings, profitability and cash flows;

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changes in global economic conditions, including capital and credit markets conditions, inflation and interest rates;
natural disasters, accidents or terrorism;
changes in the financial condition of customers or counterparties;
adverse rulings, judgments, or settlements in litigation or other legal or tax matters;
the treatment of us as a corporation for federal income tax purposes or if we become subject to entity-level taxation for state tax purposes; and
the potential that our internal controls may not be adequate, weaknesses may be discovered or remediation of any identified weaknesses may not be successful and the impact these could have on our unit price.
You should not put undue reliance on any forward-looking statements. When considering forward-looking statements, please review the risk factors described under “Risk Factors” discussed in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2013. These risks may also be specifically described in our Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and Form 8-K/A and other documents that we may file from time to time with the SEC. Except as required by applicable securities laws, we do not intend to update these forward-looking statements and information.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The following should be read in conjunction with Quantitative and Qualitative Disclosures About Market Risk included under Item 7A in our Annual Report on Form 10-K for the year ended December 31, 2013. There have been no material changes that would affect the quantitative and qualitative disclosures provided therein. Also, see Note 13 to our Unaudited Condensed Consolidated Financial Statements for additional discussion related to derivative instruments and hedging activities.
Item 4. Controls and Procedures
We maintain disclosure controls and procedures and internal controls designed to ensure that information required to be disclosed in our filings under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Our chief executive officer and chief financial officer, with the participation of our management, have evaluated our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q and have determined that such disclosure controls and procedures are effective in ensuring that material information required to be disclosed in this Quarterly Report on Form 10-Q is accumulated and communicated to them and our management to allow timely decisions regarding required disclosures.
There were no changes during the period covered by this report that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. On May 14, 2013, the Committee of Sponsoring Organizations of the Treadway Commission (COSO) issued an updated version of its Internal Control – Integrated Framework (2013 Framework). Originally issued in 1992 (1992 Framework), the framework helps organizations design, implement and evaluate the effectiveness of internal control concepts and simplify their use and application. The 1992 Framework remains available during the transition period, which extends to December 15, 2014, after which time COSO will consider it as superseded by the 2013 Framework. As of June 30, 2014, the Company continues to utilize the 1992 Framework during the transition to the 2013 Framework by the end of 2014.


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PART II. OTHER INFORMATION

Item 1. Legal Proceedings
Information with respect to this item has been incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2013. There have been no material developments in legal proceedings since the filing of such Form 10-K.

Item 1A. Risk Factors
There has been no material change in our risk factors as previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013. For additional information about our risk factors, see Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2013.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.

Item 3. Defaults Upon Senior Securities
None.

Item 4. Mine Safety Disclosures
Not applicable.

Item 5. Other Information
None.

45




Item 6. Exhibits.
(a) Exhibits
 
3.1
  
Certificate of Limited Partnership of Genesis Energy, L.P. (incorporated by reference to Exhibit 3.1 to Amendment No. 2 to Registration Statement on Form S-1, File No. 333-11545).
 
3.2
  
Amendment to the Certificate of Limited Partnership of Genesis Energy, L.P. (incorporated by reference to Exhibit 3.2 to Form 10-Q for the quarterly period ended June 30, 2011, File No. 011-12295).
 
3.3
  
Fifth Amended and Restated Agreement of Limited Partnership of Genesis Energy, L.P. (incorporated by reference to Exhibit 3.1 to Form 8-K dated January 3, 2011, File No. 001-12295).
 
3.4
  
Certificate of Conversion of Genesis Energy, Inc. a Delaware corporation, into Genesis Energy, LLC, a Delaware limited liability company (incorporated by reference to Exhibit 3.1 to Form 8-K dated January 7, 2009, File No. 001-12295).
 
3.5
  
Certificate of Formation of Genesis Energy, LLC (formerly Genesis Energy, Inc.) (incorporated by reference to Exhibit 3.2 to Form 8-K dated January 7, 2009, File No. 001-12295).
 
3.6
  
Second Amended and Restated Limited Liability Company Agreement of Genesis Energy, LLC dated December 28, 2010 (incorporated by reference to Exhibit 3.2 to Form 8-K dated January 3, 2011, File No. 001-12295).
 
4.1
  
Form of Unit Certificate of Genesis Energy, L.P. (incorporated by reference to Exhibit 4.1 to Form 10-K for the year ended December 31, 2007, File No. 001-12295).
 
10.1
 
Transition, Separation and General Release Agreement for Steven R. Nathanson dated April 11, 2014 (incorporated by reference to Exhibit 99.1 to Form 8-K filed April 14, 2014, File No. 001-12295).
 
10.2
 
Underwriting Agreement dated May 12, 2014 among Genesis Energy, L.P., Genesis Energy Finance Corporation, certain subsidiary guarantors named therein and RBC Capital Markets, as representative of the several underwriters (incorporated by reference to Exhibit 1.1 to Form 8-K dated May 15, 2014, File number 1-12294).

 
10.3
 
Indenture dated May 15, 2014, among Genesis Energy, L.P., Genesis Energy Finance Corporation, the subsidiary guarantors named therein and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 1.1 to Form 8-K dated May 15, 2014, File number 1-12294).
 
10.4
 
Supplemental Indenture for the Issuer’s 5.625% Senior Notes due 2024, dated May 15, 2014, among Genesis Energy, L.P., Genesis Energy Finance Corporation, the subsidiary guarantors named therein and the U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 1.1 to Form 8-K dated May 15, 2014, File number 1-12294).
 
10.5
 
Fourth Amended and Restated Credit Agreement, dated as of June 30, 2014 among Genesis Energy, L.P. as borrower, Wells Fargo Bank, National Association, as administrative agent, Bank of America, N.A. and Bank of Montreal as co-syndication agents, U.S. Bank National Association as documentation agent, and the lenders party thereto incorporated by reference to Exhibit 1.1 to Form 8-K dated July 3, 2014, File number 1-12295).
*
31.1
  
Certification by Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
*
31.2
  
Certification by Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
*
32
  
Certification by Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934.
*
101.INS 
  
XBRL Instance Document
*
101.SCH 
  
XBRL Schema Document
*
101.CAL 
  
XBRL Calculation Linkbase Document
*
101.LAB 
  
XBRL Label Linkbase Document
*
101.PRE 
  
XBRL Presentation Linkbase Document
*
101.DEF 
  
XBRL Definition Linkbase Document
*
Filed herewith


46


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
GENESIS ENERGY, L.P.
(A Delaware Limited Partnership)
 
 
 
 
By:
GENESIS ENERGY, LLC,
as General Partner
 
Date:
August 6, 2014
By:
/s/ ROBERT V. DEERE
 
 
 
Robert V. Deere
 
 
 
Chief Financial Officer


47