GENESIS ENERGY LP - FORM 8-K - EX-99.1 - PRESS RELEASE ISSUED OCTOBER 30, 2014

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8-K - 8-K - GENESIS ENERGY LP	gel10302014form8-k.htm

FOR IMMEDIATE RELEASE

October 30, 2014

Genesis Energy, L.P. Reports Third Quarter 2014 Results

HOUSTON – (BUSINESS WIRE) – Genesis Energy, L.P. (NYSE: GEL) today announced its third quarter results. Our results for the quarter ended September 30, 2014 included the following items:

•

We generated total Available Cash before Reserves of $60.8 million in the third quarter of 2014, an increase of $17.5 million, or 40.5%, from the third quarter of 2013. Adjusted EBITDA increased $25.3 million, or 44.7% over the prior year quarter, to $81.8 million. Available Cash before Reserves and Adjusted EBITDA are non-GAAP measures that are defined and reconciled later in this press release to the most directly comparable GAAP financial measure, income from continuing operations.


•	We reported income from continuing operations of $29.1 million, or $0.33 per unit for the third quarter of 2014 compared to $18.0 million, or $0.21 per unit, for the same period in 2013.

•

On November 14, 2014, we will pay a total quarterly distribution of $54.1 million based on our quarterly declared distribution of $0.58 per unit attributable to our financial and operational results for the third quarter of 2014. Our Available Cash before Reserves provided 1.12 times coverage for this quarterly distribution. Excluding the effects from the 4.6 million newly issued units in late September 2014, our Available Cash before Reserves would have provided 1.18 times coverage for this quarterly distribution.

Grant Sims, CEO of Genesis Energy, said, "The Partnership delivered another solid quarter including generating a record amount of Available Cash before Reserves. Based upon this performance and our view of the future, we increased our distribution to all unitholders for the thirty-seventh consecutive quarter, thirty-two of which have been 10% or greater over the prior year’s quarter and none less than 8.7%.

These quarterly results reflect certain minimum fees associated with our SEKCO Pipeline, a joint venture with Enterprise Products in the Gulf of Mexico which is mechanically complete, as well as certain minimum fees from our partially owned Poseidon Pipeline. While we expect initial production late in this quarter, we would not expect meaningful throughput from the dedicated fields on SEKCO, and downstream on Poseidon, until the first quarter of 2015.

Earlier this month, we entered into definitive agreements to acquire the M/T American Phoenix for $157 million. This vessel, which is contracted with high quality counterparties through August of 2020, fits squarely within our focus of providing our customers with the logistical capabilities of getting the right barrel to the right location. We would hope to receive the necessary consents and approvals to close this transaction, which is immediately accretive, in the very near future.

We continue to progress on our projects in Louisiana, stretching from Port Hudson, through Baton Rouge, and south to Raceland. While certain parts of the overall infrastructure are in limited operational service, we would not expect to see meaningful volumes until the second quarter of 2015 with an acceleration through the second half of next year.

These growth projects, acquisitions and the anticipated ramp up in volumes on our other assets in Texas, Wyoming, Florida and the Gulf of Mexico, should position us well to continue to achieve our goals of delivering low double-digit growth in distributions, an increasing coverage ratio and an investment grade leverage ratio, all without ever losing our cultural focus on providing safe, responsible and reliable services."

Financial Results

Available Cash before Reserves was $60.8 million in the third quarter of 2014 (or "2014 Quarter"). The primary components impacting Available Cash before Reserves are Segment Margin, corporate general and administrative expenses (excluding certain non-cash charges), interest expense and maintenance capital expenditures.

Variances from the third quarter of 2013 (or "2013 Quarter") in these components are explained as follows:

Segment Margin

Segment Margin (a non-GAAP measure) is defined below and reconciled later in this press release to income from continuing operations before income taxes.

Segment results for the third quarters of 2014 and 2013 were as follows:



	Three Months Ended September 30,
	2014		2013
	(in thousands)
Pipeline transportation	$	37,020	$	29,860
Refinery services	21,855		19,163
Supply and logistics	35,915		15,801
Total Segment Margin⁽¹⁾	$	94,790	$	64,824

(1) 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 stock appreciation rights plan and includes the non-income portion of payments received under direct financing leases. A reconciliation of Segment Margin to income from continuing operations is presented for periods presented in the table at the end of this release.

Pipeline transportation Segment Margin increased $7.2 million, or 24%, between the third quarter periods. The increase was primarily the result of the financial contribution of the SEKCO pipeline, which has been declared mechanically complete. As a result, we are now earning certain minimum fees despite no crude oil throughput to date as well as related minimum fees from Poseidon.

Refinery services Segment Margin increased $2.7 million, or 14%, between the third quarter periods. The increase was primarily attributable to a slight increase in NaHS sales volumes to a total of 36,431 DST for the quarter. NaHS sales revenues increased primarily as a function of the increase in NaHS sales volumes, a positive change in the mix of NaHS sales volumes and increased operational efficiencies. During the quarter the average index prices for caustic soda (which is a component of our sales price) decreased. The pricing in our sales contracts for NaHS includes adjustments for fluctuations in commodity benchmarks, freight, labor, energy costs and government indexes. The frequency at which these 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.

Supply and logistics Segment Margin increased by $20.1 million, or 127%, between the third quarter periods. In the 2014 Quarter, the increase in our Segment Margin was a result of contributions from our marine transportation business, including our offshore marine transportation business, which we acquired in August 2013. Additionally, Segment Margin increased as a result of increased crude oil marketing and gathering activities and improvement in our refined products business. These improvements included a reduction in volumes 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.

Other Components of Available Cash

Corporate general and administrative expenses included in the calculation of Available Cash before Reserves increased by $4.7 million primarily due to higher employee compensation expenses.

Interest costs for the third quarter of 2014 increased by $7.9 million from the third quarter of 2013 primarily due to an increase in our average outstanding indebtedness from newly acquired and constructed assets. This increase was net of capitalized interest costs attributable to our growth capital expenditures.

Several adjustments to income from continuing operations are required to calculate Available Cash before Reserves.

The calculation of Available Cash before Reserves for the quarters ended September 30, 2014 and 2013 was as follows:



	Three Months Ended September 30,
	2014			2013
	(in thousands)
Income from continuing operations	$	29,113		$	17,966
Depreciation and amortization	25,148			16,066
Cash received from direct financing leases not included in income	1,404			1,291
Cash effects of sales of certain assets and discontinued operations	45			184
Effects of distributable cash generated by equity method investees not included in income	6,741			5,204
Cash effects of legacy stock appreciation rights plan	(129		)	(470		)
Non-cash legacy stock appreciation rights plan expense	(608		)	(181		)
Expenses related to acquiring or constructing growth capital assets	688			3,326
Unrealized loss (gain) on derivative transactions excluding fair value hedges	(3,460		)	(779		)
Maintenance capital utilized⁽¹⁾	(242		)	(610		)
Non-cash tax expense (benefit)	381			350
Other items, net	1,717			922
Available Cash before Reserves	$	60,798		$	43,269

(1) For description of the term "Maintenance Capital Utilized," please see the definition of the term "Available Cash Before Reserves" on page 10. Maintenance capital expenditures in the 2014 Quarter were $6.7 million.

Other Components of Income from Continuing Operations

In the 2014 Quarter, we recorded income from continuing operations of $29.1 million compared to $18.0 million in the 2013 Quarter.

In addition to the factors impacting Available Cash before Reserves, our derivative positions resulted in a $3.5 million non-cash unrealized gain in the 2014 Quarter compared to a $0.8 million non-cash unrealized gain in the 2013 Quarter.

Depreciation and amortization expense increased $9.1 million between the quarterly periods primarily as a result of the acquisition of our offshore marine transportation assets and recently completed internal growth projects.

Distributions

We have increased our quarterly distribution rate for thirty-seven consecutive quarters. Thirty-two of those quarterly increases have been 10% or greater as compared to the same quarter in the preceding year. Over the last four quarters, we have increased the distribution rate on our common units by a total of $0.0575 per unit, or 11.0%. Distributions attributable to each quarter of 2014 and 2013, are as follows:



Distribution For	Date Paid	Per Unit Amount
2014
3rd Quarter	November 14, 2014	$	0.5800
2nd Quarter	August 14, 2014	$	0.5650
1st Quarter	May 15, 2014	$	0.5500
2013
4th Quarter	February 14, 2014	$	0.5350
3rd Quarter	November 14, 2013	$	0.5225
2nd Quarter	August 14, 2013	$	0.5100
1st Quarter	May 15, 2013	$	0.4975

In September 2014, we issued 4,600,000 new common units resulting in 93,290,985 common units outstanding as of September 30, 2014. Given that our Class 4 waiver units will become convertible into Class A common units on November 14, 2014, we will potentially have 95,028,985 common units outstanding at the end of 2014 assuming all such units are converted and there is no further issuance by the partnership.

Earnings Conference Call

We will broadcast our Earnings Conference Call on Thursday, October 30, 2014, at 10:00 a.m. Central time. This call can be accessed at www.genesisenergy.com. Choose the Investor Relations button. For those unable to attend the live broadcast, a replay will be available beginning approximately one hour after the event and remain available on our website for 30 days. There is no charge to access the event.

Genesis Energy, L.P. is a diversified midstream energy master limited partnership headquartered in Houston, Texas. Genesis' operations include pipeline transportation, refinery services and supply and logistics. The Pipeline Transportation Division is engaged in the pipeline transportation of crude oil and carbon dioxide. The Refinery Services Division primarily processes sour gas streams to remove sulfur at refining operations. The Supply and Logistics Division is engaged in the transportation, storage and supply and marketing of energy products, including crude oil, refined products and certain industrial gases. Genesis' operations are primarily located in Texas, Louisiana, Arkansas, Mississippi, Alabama, Florida, Wyoming and the Gulf of Mexico.

GENESIS ENERGY, L.P.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED

(in thousands, except per unit amounts)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
REVENUES	$	964,114		$	1,090,293		$	2,998,882		$	3,173,795

COSTS AND EXPENSES:
Costs of sales	889,933			1,038,178			2,791,565			3,004,847
General and administrative expenses	13,765			11,959			40,471			34,712
Depreciation and amortization	25,148			16,066			64,919			46,780
OPERATING INCOME	35,268			24,090			101,927			87,456
Equity in earnings of equity investees	15,017			7,059			27,757			16,618
Interest expense	(20,441		)	(12,587		)	(47,314		)	(36,283		)
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	29,844			18,562			82,370			67,791
Income tax expense	(731		)	(596		)	(2,334		)	(510		)
INCOME FROM CONTINUING OPERATIONS	29,113			17,966			80,036			67,281
Income from discontinued operations	—			508			—			941
NET INCOME	$	29,113		$	18,474		$	80,036		$	68,222
BASIC AND DILUTED NET INCOME PER COMMON UNIT:
Continuing operations	$	0.33		$	0.21		$	0.90		$	0.82
Discontinued operations	—			0.01			—			0.01
Net income per common unit	$	0.33		$	0.22		$	0.90		$	0.83
WEIGHTED AVERAGE OUTSTANDING COMMON UNITS:
Basic and Diluted	88,941			83,878			88,775			82,361

GENESIS ENERGY, L.P.

OPERATING DATA - UNAUDITED



	Three Months Ended September 30,		Nine Months Ended September 30,
	2014	2013	2014	2013
Pipeline Transportation Segment
Onshore crude oil pipelines (barrels/day):
Texas	61,907	52,557	57,175	53,629
Jay	22,759	39,808	24,965	35,365
Mississippi	14,460	17,768	14,918	18,561
Louisiana ⁽¹⁾	18,331	—	15,177	—
Onshore crude oil pipelines total	117,457	110,133	112,235	107,555
Offshore crude oil pipelines (barrels/day):
CHOPS⁽²⁾	186,470	160,105	182,371	133,868
Poseidon ⁽²⁾	213,855	203,909	208,696	209,713
Odyssey ⁽²⁾	51,314	45,073	45,626	44,254
GOPL	7,610	8,138	6,419	8,797
Offshore crude oil pipelines total	459,249	417,225	443,112	396,632
CO₂ pipeline (Mcf/day)
Free State	144,588	201,635	171,388	212,381

Refinery Services Segment
NaHS (dry short tons sold)	36,431	35,946	114,940	109,233
NaOH (caustic soda dry short tons sold)	23,368	24,492	71,467	65,442

Supply and Logistics Segment
Crude oil and petroleum products sales (barrels/day)	96,521	101,635	97,626	101,452

(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.

GENESIS ENERGY, L.P.

CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED

(in thousands, except number of units)



	September 30, 2014		December 31, 2013
ASSETS
Cash and cash equivalents	$	16,925	$	8,866
Accounts receivable - trade, net	323,535		368,033
Inventories	99,390		85,330
Other current assets	29,457		72,994
Total current assets	469,307		535,223
Fixed assets, net	1,419,986		1,128,744
Investment in direct financing leases, net	147,424		151,903
Equity investees	639,047		620,247
Intangible assets, net	54,446		62,928
Goodwill	325,046		325,046
Other assets, net	57,356		38,111
Total assets	$	3,112,612	$	2,862,202
LIABILITIES AND PARTNERS’ CAPITAL
Accounts payable - trade	$	299,621	$	316,204
Accrued liabilities	134,276		130,349
Total current liabilities	433,897		446,553
Senior secured credit facility	335,000		582,800
Senior unsecured notes	1,050,673		700,772
Deferred tax liabilities	17,178		15,944
Other long-term liabilities	18,831		18,396
Partners' capital:
Common unitholders	1,257,033		1,097,737
Total liabilities and partners' capital	$	3,112,612	$	2,862,202

Units Data:
Total common units outstanding	93,290,985		88,690,985

GENESIS ENERGY, L.P.

RECONCILIATION OF SEGMENT MARGIN TO INCOME FROM CONTINUING OPERATIONS - UNAUDITED

(in thousands)



	Three Months Ended September 30,
	2014			2013
Segment Margin ⁽¹⁾	$	94,790		$	64,824
Corporate general and administrative expenses	(12,865		)	(11,113		)
Non-cash items included in general and administrative costs	(701		)	(37		)
Cash expenditures not included in Adjusted EBITDA	688			3,326
Cash expenditures not included in net income	(129		)	(469		)
Adjusted EBITDA	81,783			56,531
Depreciation and amortization	(25,148		)	(16,066		)
Interest expense, net	(20,441		)	(12,587		)
Cash expenditures not included in Adjusted EBITDA or net income	(559		)	(2,857		)
Adjustment to exclude distributions from equity investees and include equity in investees net income	(6,741		)	(5,204		)
Non-cash legacy stock appreciation rights plan expense	608			181
Other non-cash items	342			(928		)
Income tax expense	(731		)	(596		)
Discontinued operations	—			(508		)
Income from continuing operations	$	29,113		$	17,966

(1) 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.

GENESIS ENERGY, L.P.

ADJUSTED DEBT-TO-PRO FORMA EBITDA RATIO - UNAUDITED

(in thousands)



	September 30, 2014
Senior secured credit facility	$	335,000
Senior unsecured notes (excluding unamortized premium of $673)	1,050,000
Less: Outstanding inventory financing sublimit borrowings	(71,800		)
Less: Cash and cash equivalents	(16,925		)
Adjusted Debt ⁽¹⁾	$	1,296,275

	Pro Forma LTM
	September 30, 2014
LTM Adjusted EBITDA (as reported)⁽²⁾	$	280,513
Acquisitions and material projects EBITDA adjustment ⁽³⁾	46,000
Pro Forma EBITDA	$	326,513

Adjusted Debt-to-Pro Forma EBITDA	3.97		x

(1) We define Adjusted Debt as the amounts outstanding under our senior secured credit facility and senior unsecured notes (excluding any unamortized premiums or discounts), less the amount outstanding under our inventory financing sublimit, less cash and cash equivalents on hand at the end of the period.

(2) Last twelve months ("LTM") Adjusted EBITDA. The most comparable GAAP measure to Adjusted EBITDA, income from continuing operations, was $16.7 million for the fourth quarter of 2013, $29.8 million for the first quarter of 2014, $21.1 million for the second quarter of 2014 and $29.1 million for the third quarter of 2014. Reconciliations of Adjusted EBITDA to income from continuing operations before income taxes for all periods presented are available on our website at www.genesisenergy.com.

(3) This amount reflects the adjustment we are permitted to make under our credit agreement for purposes of calculating compliance with our leverage ratio. It includes a pro rata portion of projected future annual EBITDA from material projects (i.e. organic growth) and includes Adjusted EBITDA (using historical amounts and other permitted amounts) since the beginning of the calculation period attributable to each acquisition completed during such calculation period, regardless of the date on which such acquisition was actually completed. This adjustment may not be indicative of future results.

This press release includes forward-looking statements as defined under federal law. Although we believe that our expectations are based upon reasonable assumptions, we can give no assurance that our goals will be achieved. Actual results may vary materially. All statements, other than statements of historical facts, included in this release that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements, and historical performance is not necessarily indicative of future performance. Those forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties, factors and risks, many of which are outside our control, that could cause results to differ materially from those expected by management. Such risks and uncertainties include, but are not limited to, weather, political, economic and market conditions, including a decline in the price and market demand for products, the timing and success of business development efforts and other uncertainties. Those and other applicable uncertainties, factors and risks that may affect those forward-looking statements are described more fully in our Annual Report on Form 10-K for the year ended December 31, 2013 filed with the Securities and Exchange Commission and other filings, including our Current Reports on Form 8-K and Quarterly Reports on Form 10-Q. We undertake no obligation to publicly update or revise any forward-looking statement.

This press release and the accompanying schedules include non-generally accepted accounting principle (non-GAAP) financial measures of available cash and Adjusted EBITDA. The accompanying schedules provide reconciliations of these non-GAAP financial measures to their most directly comparable financial measures calculated in accordance with generally accepted accounting principles in the United States of America (GAAP). Our non-GAAP financial measures should not be considered as alternatives to GAAP measures 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. 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 press release 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.

Adjusted EBITDA. Adjusted earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA"), including applicable pro forma presentations, is commonly used as a supplemental financial measure by management and external users of our financial statements, such as investors, commercial banks, research analysts and rating agencies. Since Adjusted EBITDA excludes some, but not all, items that affect net income or loss and because these measures may vary among other companies, the Adjusted EBITDA data presented in this press release may not be comparable to similarly titled measures of other companies.

We define Adjusted EBITDA as net income or loss plus net interest expense, income taxes, depreciation and amortization plus other specific items, the most significant of which are the addition of cash received from direct financing leases not included in income, non-cash equity-based compensation expense, expenses related to acquiring assets that provide new sources of cash flow and the effects of available cash generated by equity method investees not included in income. We also exclude the effect on net income or loss of unrealized gains or losses on derivative transactions.

# # #

Contact:

Genesis Energy, L.P.

Bob Deere

Chief Financial Officer

(713) 860-2516

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