• Fundamentals and macro conditions for our business segments continue to remain strong despite any concerns of an economic slowdown • Committed to maintaining financial flexibility while not losing focus on our long-term leverage ratio(b) – 1Q 2023 production volumes impacted by severe weather and lack of adequate and consistent rail service – Weighted average soda ash prices in 2023 expected to exceed 2022 prices, despite uncertainty in the back half of the year Senior secured credit facility Consolidated ...

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for the quarter ended March 31, 2023 [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Condensed Consolidated Balance Sheets | Metric | March 31, 2023 (unaudited) (in thousands) | December 31, 2022 (in thousands) | | :--- | :--- | :--- | | **ASSETS** | | | | Cash and cash equivalents | $18,086 | $7,930 | | Total current assets | $952,795 | $853,047 | | Net fixed assets | $4,116,942 | $4,096,573 | | Total assets | $6,586,460 | $6,365,992 | | **LIABILITIES AND CAPITAL** | | | | Total current liabilities | $805,246 | $709,107 | | Senior secured credit facility | $124,400 | $205,400 | | Senior unsecured notes, net | $3,008,568 | $2,856,312 | | Total liabilities | $4,845,802 | $4,590,530 | | Total partners' capital | $848,749 | $883,553 | - Total assets increased by **$220.468 million** from December 31, 2022, to March 31, 2023, driven by increases in current assets and net fixed assets[10](index=10&type=chunk) - Total liabilities increased by **$255.272 million**, mainly due to an increase in senior unsecured notes, net, and other long-term liabilities[10](index=10&type=chunk) [Unaudited Condensed Consolidated Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) Unaudited Condensed Consolidated Statements of Operations | Metric | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | | :--- | :--- | :--- | | Total revenues | $790,612 | $631,947 | | Total costs and expenses | $741,231 | $580,276 | | Operating income | $49,381 | $51,671 | | Net income | $3,388 | $4,449 | | Net loss attributable to Genesis Energy, L.P. | $(1,644) | $(5,250) | | Net loss attributable to common unitholders | $(25,646) | $(23,934) | | Basic and Diluted Net Loss Per Common Unit | $(0.21) | $(0.20) | - Total revenues increased by **$158.665 million (25.1%)** year-over-year, primarily driven by Soda and sulfur services and Offshore pipeline transportation[12](index=12&type=chunk) - Operating income decreased by **$2.29 million (4.4%)** despite higher revenues, due to a larger increase in total costs and expenses[12](index=12&type=chunk) - Net loss attributable to Genesis Energy, L.P. improved from **$(5.250) million** in Q1 2022 to **$(1.644) million** in Q1 2023[12](index=12&type=chunk) [Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)) Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) | Metric | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | | :--- | :--- | :--- | | Net income | $3,388 | $4,449 | | Other comprehensive income: Decrease in benefit plan liability | $122 | $122 | | Total Comprehensive income | $3,510 | $4,571 | | Comprehensive loss attributable to Genesis Energy, L.P. | $(1,522) | $(5,128) | - Comprehensive loss attributable to Genesis Energy, L.P. improved significantly from **$(5.128) million** in Q1 2022 to **$(1.522) million** in Q1 2023[16](index=16&type=chunk) [Unaudited Condensed Consolidated Statements of Partners' Capital](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Partners'%20Capital) Unaudited Condensed Consolidated Statements of Partners' Capital | Metric | December 31, 2022 (in thousands) | March 31, 2023 (in thousands) | | :--- | :--- | :--- | | Partners' capital, beginning of period | $883,553 | $883,553 | | Net income (loss) | $(1,644) | $(1,644) | | Cash distributions to partners | $(18,387) | $(18,387) | | Cash distributions to noncontrolling interests | $(15,005) | $(15,005) | | Cash contributions from noncontrolling interests | $19,080 | $19,080 | | Distributions to Class A Convertible Preferred unitholders | $(24,002) | $(24,002) | | Partners' capital, end of period | $848,749 | $848,749 | - Partners' capital decreased from **$883.553 million** to **$848.749 million**, primarily due to net loss and distributions to unitholders[18](index=18&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Unaudited Condensed Consolidated Statements of Cash Flows | Metric | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | | :--- | :--- | :--- | | Net cash provided by operating activities | $97,657 | $54,245 | | Net cash used in investing activities | $(121,860) | $(75,514) | | Net cash provided by financing activities | $34,442 | $10,829 | | Net increase (decrease) in cash, cash equivalents and restricted cash | $10,239 | $(10,440) | | Cash, cash equivalents and restricted cash at end of period | $36,806 | $14,552 | - Net cash provided by operating activities significantly increased by **$43.412 million (80.0%)** year-over-year[21](index=21&type=chunk) - Net cash used in investing activities increased by **$46.346 million (61.4%)**, mainly due to higher payments to acquire fixed and intangible assets[21](index=21&type=chunk) - Net cash provided by financing activities increased by **$23.613 million (218.1%)**, driven by proceeds from the issuance of 2030 Notes[21](index=21&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) [1. Organization and Basis of Presentation and Consolidation](index=9&type=section&id=1.%20Organization%20and%20Basis%20of%20Presentation%20and%20Consolidation) - Genesis Energy, L.P. is a master limited partnership focused on midstream energy and natural soda ash production[22](index=22&type=chunk) - The company operates through four reportable segments: Offshore pipeline transportation, Soda and sulfur services, Onshore facilities and transportation, and Marine transportation[27](index=27&type=chunk) [2. Recent Accounting Developments](index=9&type=section&id=2.%20Recent%20Accounting%20Developments) - The company does not expect new accounting pronouncements to have a material impact on its financial position or results of operations[26](index=26&type=chunk) [3. Revenue Recognition](index=10&type=section&id=3.%20Revenue%20Recognition) Revenue by Category | Revenue Category | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | | :--- | :--- | :--- | | Fee-based revenues | $188,805 | $137,473 | | Product Sales | $579,983 | $467,575 | | Refinery Services | $21,824 | $26,899 | | Total Revenues | $790,612 | $631,947 | - Total revenues increased by **$158.665 million (25.1%)** year-over-year, with significant growth in Product Sales and Fee-based revenues[28](index=28&type=chunk) Remaining Performance Obligations by Segment | Segment | Remainder of 2023 (in thousands) | 2024 (in thousands) | 2025 (in thousands) | 2026 (in thousands) | 2027 (in thousands) | Thereafter (in thousands) | Total (in thousands) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Offshore Pipeline Transportation | $58,698 | $74,163 | $78,604 | $52,006 | $14,743 | $43,006 | $321,220 | | Onshore Facilities and Transportation | $5,400 | $1,800 | — | — | — | — | $7,200 | | Total | $64,098 | $75,963 | $78,604 | $52,006 | $14,743 | $43,006 | $338,420 | [4. Business Consolidation (ANSAC)](index=11&type=section&id=4.%20Business%20Consolidation) - On January 1, 2023, Genesis Energy became the sole member of American Natural Soda Ash Corporation (ANSAC), consolidating its financial results[33](index=33&type=chunk)[34](index=34&type=chunk) ANSAC Selected Financial Information | ANSAC Selected Financial Information (Three Months Ended March 31, 2023) | (in thousands) | | :--- | :--- | | Revenues | $127,142 | | Net Income Attributable to Genesis Energy, L.P. | $1,022 | [5. Lease Accounting](index=12&type=section&id=5.%20Lease%20Accounting) - The company leases various assets and recognizes lease revenues from lessor arrangements[40](index=40&type=chunk)[42](index=42&type=chunk) - Lease revenues from the M/T American Phoenix operating lease increased from **$4.1 million** in Q1 2022 to **$5.8 million** in Q1 2023[44](index=44&type=chunk) [6. Inventories](index=13&type=section&id=6.%20Inventories) Inventories | Inventory Component | March 31, 2023 (in thousands) | December 31, 2022 (in thousands) | | :--- | :--- | :--- | | Crude oil | $32,206 | $6,673 | | Finished goods, net - Alkali Business | $39,592 | $18,772 | | Total Inventories | $121,328 | $78,143 | - Total inventories increased by **$43.185 million (55.3%)**, primarily due to increases in crude oil and finished goods for the Alkali Business[45](index=45&type=chunk) [7. Fixed Assets, Mineral Leaseholds, and Asset Retirement Obligations](index=14&type=section&id=7.%20Fixed%20Assets,%20Mineral%20Leaseholds,%20and%20Asset%20Retirement%20Obligations) Asset Summary | Asset Category | March 31, 2023 (in thousands) | December 31, 2022 (in thousands) | | :--- | :--- | :--- | | Fixed assets, at cost | $5,934,960 | $5,865,038 | | Net fixed assets | $4,116,942 | $4,096,573 | | Mineral leaseholds, net | $544,241 | $545,122 | | ARO liability balance | $235,704 | $228,573 | - Net fixed assets increased by **$20.369 million**, primarily due to construction in progress on key growth projects[48](index=48&type=chunk) - Asset Retirement Obligations (AROs) increased by **$7.131 million** from December 31, 2022, to March 31, 2023[50](index=50&type=chunk) [8. Equity Investees](index=15&type=section&id=8.%20Equity%20Investees) Equity Investee Financials | Metric | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | | :--- | :--- | :--- | | Genesis' share of operating earnings | $21,119 | $16,010 | | Net equity in earnings | $17,553 | $12,444 | | Distributions received | $23,834 | $19,018 | - Net equity in earnings from equity investees increased by **$5.109 million (41.1%)** year-over-year[54](index=54&type=chunk) - Poseidon Oil Pipeline Company, L.L.C. (64% owned) reported net income of **$28.676 million** in Q1 2023, up from **$20.907 million** in Q1 2022[55](index=55&type=chunk) [9. Intangible Assets](index=16&type=section&id=9.%20Intangible%20Assets) Intangible Assets | Intangible Asset Category | March 31, 2023 (Net Value in thousands) | December 31, 2022 (Net Value in thousands) | | :--- | :--- | :--- | | Marine contract intangibles | $149 | $158 | | Offshore pipeline contract intangibles | $94,306 | $96,386 | | Other | $33,006 | $30,776 | | Total | $127,461 | $127,320 | - Total intangible assets, net, remained relatively stable at **$127.461 million**[57](index=57&type=chunk) - Amortization expense for intangible assets was **$2.705 million** for Q1 2023[57](index=57&type=chunk) [10. Debt](index=17&type=section&id=10.%20Debt) Debt Summary | Debt Instrument | March 31, 2023 (Net Value in thousands) | December 31, 2022 (Net Value in thousands) | | :--- | :--- | :--- | | Senior secured credit facility-Revolving Loan | $124,400 | $205,400 | | 5.625% senior unsecured notes due 2024 | — | $339,886 | | 8.875% senior unsecured notes due 2030 | $490,853 | — | | 5.875% Alkali senior secured notes due 2042 | $402,631 | $402,442 | | Total long-term debt | $3,535,527 | $3,464,154 | - Total long-term debt increased by **$71.373 million**, primarily due to the issuance of **$500 million** in 8.875% senior unsecured notes due 2030[59](index=59&type=chunk)[64](index=64&type=chunk)[65](index=65&type=chunk) - The company entered into a new **$850 million** senior secured revolving credit facility, with **$717.1 million** available for borrowings at March 31, 2023[60](index=60&type=chunk)[62](index=62&type=chunk) [11. Partners' Capital, Mezzanine Capital and Distributions](index=18&type=section&id=11.%20Partners'%20Capital,%20Mezzanine%20Capital%20and%20Distributions) - As of March 31, 2023, there were **122,539,221 Class A Common Units** and **25,336,778 Class A Convertible Preferred Units** outstanding[67](index=67&type=chunk) - The annual distribution rate for Class A Convertible Preferred Units increased from **8.75% to 11.24%** starting Q4 2022[74](index=74&type=chunk) - The company fully redeemed **251,750** outstanding Alkali Holdings preferred units on May 17, 2022, for **$288.6 million**[78](index=78&type=chunk) Distributions | Distribution Type | Quarter | Date Paid | Per Unit Amount | Total Amount (in thousands) | | :--- | :--- | :--- | :--- | :--- | | Common Unitholders | Q4 2022 | Feb 14, 2023 | $0.15 | $18,387 | | Common Unitholders | Q1 2023 | May 15, 2023 | $0.15 | $18,387 | | Class A Convertible Preferred Unitholders | Q4 2022 | Feb 14, 2023 | $0.9473 | $24,002 | | Class A Convertible Preferred Unitholders | Q1 2023 | May 15, 2023 | $0.9473 | $24,002 | [12. Net Loss Per Common Unit](index=21&type=section&id=12.%20Net%20Loss%20Per%20Common%20Unit) Net Loss Per Common Unit Calculation | Metric | Three Months Ended March 31, 2023 (in thousands, except per unit) | Three Months Ended March 31, 2022 (in thousands, except per unit) | | :--- | :--- | :--- | | Net loss attributable to Genesis Energy, L.P. | $(1,644) | $(5,250) | | Less: Accumulated distributions attributable to Class A Convertible Preferred Units | $(24,002) | $(18,684) | | Net loss attributable to common unitholders | $(25,646) | $(23,934) | | Weighted average outstanding units | 122,579 | 122,579 | | Basic and diluted net loss per common unit | $(0.21) | $(0.20) | - Basic and diluted net loss per common unit increased slightly from **$(0.20)** in Q1 2022 to **$(0.21)** in Q1 2023[85](index=85&type=chunk) - The assumed conversion of Class A Convertible Preferred Units was anti-dilutive for both periods[84](index=84&type=chunk) [13. Business Segment Information](index=21&type=section&id=13.%20Business%20Segment%20Information) - The company operates through four reportable segments: Offshore pipeline transportation, Soda and sulfur services, Onshore facilities and transportation, and Marine transportation[86](index=86&type=chunk)[91](index=91&type=chunk) - Total Segment Margin increased by **$37.677 million (23.9%)** year-over-year, driven by Offshore pipeline transportation and Marine transportation[89](index=89&type=chunk) Segment Margin | Segment | Segment Margin Q1 2023 (in thousands) | Segment Margin Q1 2022 (in thousands) | | :--- | :--- | :--- | | Offshore pipeline transportation | $97,938 | $70,904 | | Soda and sulfur services | $66,107 | $67,375 | | Onshore facilities and transportation | $5,390 | $7,036 | | Marine transportation | $25,694 | $12,137 | | Total Segment Margin | $195,129 | $157,452 | Total Assets by Segment | Segment | Total Assets March 31, 2023 (in thousands) | Total Assets December 31, 2022 (in thousands) | | :--- | :--- | :--- | | Offshore pipeline transportation | $2,299,586 | $2,290,488 | | Soda and sulfur services | $2,561,391 | $2,358,086 | | Onshore facilities and transportation | $997,869 | $981,354 | | Marine transportation | $657,582 | $681,231 | | Total consolidated assets | $6,586,460 | $6,365,992 | [14. Transactions with Related Parties](index=23&type=section&id=14.%20Transactions%20with%20Related%20Parties) - Revenues from services and fees to Poseidon (64% owned) increased from **$3.238 million** in Q1 2022 to **$3.592 million** in Q1 2023[93](index=93&type=chunk) - Transactions with ANSAC prior to January 1, 2023, were considered related party transactions; they are now eliminated upon consolidation[93](index=93&type=chunk) - The company pays its CEO a fixed monthly fee and reimburses for business use of his aircraft under terms believed to be at arm's length[94](index=94&type=chunk) [15. Supplemental Cash Flow Information](index=24&type=section&id=15.%20Supplemental%20Cash%20Flow%20Information) Changes in Operating Assets and Liabilities | Component of Operating Assets and Liabilities | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | | :--- | :--- | :--- | | Accounts receivable | $180,813 | $(131,249) | | Inventories | $(23,663) | $(282) | | Accounts payable | $(126,440) | $107,747 | | Net changes in components | $(17,648) | $(29,169) | - Net changes in components of operating assets and liabilities resulted in a cash outflow of **$17.648 million** in Q1 2023, an improvement from the **$29.169 million** outflow in Q1 2022[97](index=97&type=chunk) - Capitalized interest increased significantly from **$2.0 million** in Q1 2022 to **$8.5 million** in Q1 2023[98](index=98&type=chunk) [16. Derivatives](index=24&type=section&id=16.%20Derivatives) - The company uses derivative instruments to hedge exposure to commodity price changes and freight rates[100](index=100&type=chunk)[103](index=103&type=chunk)[104](index=104&type=chunk)[105](index=105&type=chunk)[106](index=106&type=chunk) - Unrealized losses from undesignated commodity derivative transactions were **$27.127 million** in Q1 2023, compared to unrealized gains of **$6.2 million** in Q1 2022[21](index=21&type=chunk)[116](index=116&type=chunk) - The embedded derivative related to the Class A Convertible Preferred Units' Rate Reset Election resulted in a **$4.258 million** loss in Q1 2022, with no impact in Q1 2023[113](index=113&type=chunk)[114](index=114&type=chunk)[116](index=116&type=chunk) [17. Fair-Value Measurements](index=28&type=section&id=17.%20Fair-Value%20Measurements) - Financial assets and liabilities are classified into Level 1, Level 2, or Level 3 for fair value measurement[117](index=117&type=chunk)[121](index=121&type=chunk) - The fair value of senior unsecured notes was approximately **$2.9 billion** at March 31, 2023, compared to a carrying value of **$3.0 billion**[121](index=121&type=chunk) Recurring Fair Value Measures | Recurring Fair Value Measures | March 31, 2023 (in thousands) | December 31, 2022 (in thousands) | | :--- | :--- | :--- | | Commodity derivatives: Assets (Level 1) | $3,329 | $1,238 | | Commodity derivatives: Liabilities (Level 1) | $(18,664) | $(11,061) | | Natural Gas Swap: Assets (Level 2) | $12,916 | $36,844 | | Natural Gas Swap: Liabilities (Level 2) | $(2,578) | $(4,692) | [18. Commitments and Contingencies](index=29&type=section&id=18.%20Commitments%20and%20Contingencies) - The company is subject to various lawsuits and environmental regulations but does not expect them to have a material effect on its financial position[123](index=123&type=chunk)[124](index=124&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section details financial performance for Q1 2023, highlighting improved net loss and increased Segment Margin [Overview](index=30&type=section&id=Overview) - Net Loss Attributable to Genesis Energy, L.P. improved to **$(1.6) million** in Q1 2023 from **$(5.3) million** in Q1 2022[127](index=127&type=chunk) - Cash flow from operating activities increased to **$97.7 million** in Q1 2023 from **$54.2 million** in Q1 2022[129](index=129&type=chunk) - Segment Margin increased by **$37.7 million (24%)** to **$195.1 million** in Q1 2023[128](index=128&type=chunk)[131](index=131&type=chunk) - Available Cash before Reserves for common unitholders increased by **$21.9 million (39%)** to **$77.7 million** in Q1 2023[130](index=130&type=chunk) - The company paid quarterly distributions of **$0.15** per common unit and **$0.9473** per Class A Convertible Preferred Unit[132](index=132&type=chunk)[133](index=133&type=chunk)[134](index=134&type=chunk) [Results of Operations](index=32&type=section&id=Results%20of%20Operations) [Revenues and Costs and Expenses](index=32&type=section&id=Revenues%20and%20Costs%20and%20Expenses) - Total revenues increased by **$158.7 million (25%)**, while costs increased by **$161.0 million (28%)**, resulting in a **$2.3 million** decrease in operating income[138](index=138&type=chunk) - The decrease in operating income was primarily due to **$27.1 million** in unrealized losses from commodity derivative transactions[138](index=138&type=chunk) - Crude oil marketing business results are affected by price changes, with NYMEX WTI decreasing to **$75.93/barrel** in Q1 2023 from **$95.18/barrel** in Q1 2022[140](index=140&type=chunk) - Alkali Business revenues were positively impacted by favorable pricing, offsetting a decrease in sales volumes[141](index=141&type=chunk)[152](index=152&type=chunk) [Segment Margin](index=33&type=section&id=Segment%20Margin) Segment Margin | Segment | Segment Margin Q1 2023 (in thousands) | Segment Margin Q1 2022 (in thousands) | | :--- | :--- | :--- | | Offshore pipeline transportation | $97,938 | $70,904 | | Soda and sulfur services | $66,107 | $67,375 | | Onshore facilities and transportation | $5,390 | $7,036 | | Marine transportation | $25,694 | $12,137 | | Total Segment Margin | $195,129 | $157,452 | - Total Segment Margin increased by **$37.677 million (23.9%)** year-over-year[144](index=144&type=chunk) [Offshore Pipeline Transportation Segment](index=35&type=section&id=Offshore%20Pipeline%20Transportation%20Segment) - Segment Margin increased by **$27.0 million (38%)** to **$97.938 million** in Q1 2023, driven by increased volumes[147](index=147&type=chunk) - Crude oil pipeline volumes increased to **616,939 Bbls/day** in Q1 2023 from **518,889 Bbls/day** in Q1 2022[147](index=147&type=chunk) - The segment expects continued benefits from King's Quay and new volumes from the Argos FPS[148](index=148&type=chunk) [Soda and Sulfur Services Segment](index=36&type=section&id=Soda%20and%20Sulfur%20Services%20Segment) - Segment Margin decreased by **$1.3 million (2%)** to **$66.107 million** in Q1 2023, due to decreased sales volumes[152](index=152&type=chunk) - Soda Ash volumes sold decreased to **704,812 short tons** in Q1 2023 from **744,788 short tons** in Q1 2022[150](index=150&type=chunk)[152](index=152&type=chunk) - The decrease in volumes was largely offset by higher export and domestic pricing[152](index=152&type=chunk) [Onshore Facilities and Transportation Segment](index=37&type=section&id=Onshore%20Facilities%20and%20Transportation%20Segment) - Segment Margin decreased by **$1.6 million (23%)** to **$5.390 million** in Q1 2023, due to lower pipeline and rail volumes[158](index=158&type=chunk) - Onshore crude oil pipelines total volumes increased to **155,010 Bbls/day** in Q1 2023 from **143,772 Bbls/day** in Q1 2022[157](index=157&type=chunk)[158](index=158&type=chunk) [Marine Transportation Segment](index=39&type=section&id=Marine%20Transportation%20Segment) - Segment Margin increased significantly by **$13.6 million (112%)** to **$25.694 million** in Q1 2023, due to higher utilization and day rates[161](index=161&type=chunk) - Inland Barge Utilization reached **100.0%** in Q1 2023, up from **90.3%** in Q1 2022[159](index=159&type=chunk) - Increased demand for vessel services is attributed to higher refinery utilization and a lack of new vessel supply[161](index=161&type=chunk) [Other Costs, Interest and Income Taxes](index=39&type=section&id=Other%20Costs,%20Interest%20and%20Income%20Taxes) - Total general and administrative expenses decreased by **$0.6 million** in Q1 2023[163](index=163&type=chunk)[164](index=164&type=chunk) - Depreciation, depletion and amortization expense increased by **$3.7 million** to **$73.160 million** in Q1 2023[166](index=166&type=chunk) - Net interest expense increased by **$5.8 million** to **$60.854 million** in Q1 2023, driven by new debt and higher interest rates[168](index=168&type=chunk) [Liquidity and Capital Resources](index=41&type=section&id=Liquidity%20and%20Capital%20Resources) [General](index=41&type=section&id=General) - The company issued **$500.0 million** of 8.875% senior unsecured notes due 2030 to refinance existing notes and repay credit facility borrowings[171](index=171&type=chunk) - A new **$850 million** senior secured revolving credit facility was established, maturing February 13, 2026[172](index=172&type=chunk)[174](index=174&type=chunk) - The company fully redeemed Alkali Holdings preferred units using proceeds from **$425 million** Alkali senior secured notes due 2042[173](index=173&type=chunk) [Capital Resources](index=41&type=section&id=Capital%20Resources) - Primary sources of liquidity include cash flows from operations, credit facilities, and capital market issuances[175](index=175&type=chunk) - Long-term debt totaled approximately **$3.5 billion** at March 31, 2023[178](index=178&type=chunk) - The company has a universal shelf registration statement for future equity and debt issuances[179](index=179&type=chunk)[180](index=180&type=chunk) [Cash Flows from Operations](index=42&type=section&id=Cash%20Flows%20from%20Operations) - Net cash flows provided by operating activities increased to **$97.7 million** in Q1 2023 from **$54.2 million** in Q1 2022[186](index=186&type=chunk) - Operating cash flows are impacted by changes in working capital and the timing of payments[181](index=181&type=chunk)[183](index=183&type=chunk)[184](index=184&type=chunk) [Capital Expenditures and Distributions Paid to Our Unitholders](index=42&type=section&id=Capital%20Expenditures%20and%20Distributions%20Paid%20to%20Our%20Unitholders) [Capital Expenditures for Fixed and Intangible Assets and Equity Investees](index=43&type=section&id=Capital%20Expenditures%20for%20Fixed%20and%20Intangible%20Assets%20and%20Equity%20Investees) Capital Expenditures | Capital Expenditure Type | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | | :--- | :--- | :--- | | Total maintenance capital expenditures | $23,997 | $21,917 | | Total growth capital expenditures | $60,498 | $51,921 | | Total capital expenditures for fixed and intangible assets | $84,495 | $73,838 | | Capital expenditures related to equity investees | $1,190 | $1,323 | | Total capital expenditures | $85,685 | $75,161 | - Total capital expenditures increased by **$10.524 million (14.0%)** year-over-year, driven by higher growth capital expenditures[189](index=189&type=chunk) [Growth Capital Expenditures](index=43&type=section&id=Growth%20Capital%20Expenditures) - The Granger Optimization Project is expected to be completed in the second half of 2023[190](index=190&type=chunk)[192](index=192&type=chunk) - The company is undertaking approximately **$550 million** in offshore growth projects, including the new SYNC pipeline[191](index=191&type=chunk) [Maintenance Capital Expenditures](index=44&type=section&id=Maintenance%20Capital%20Expenditures) - Maintenance capital expenditures in Q1 2023 primarily related to marine transportation, the Alkali Business, and offshore transportation assets[193](index=193&type=chunk) [Distributions to Unitholders](index=44&type=section&id=Distributions%20to%20Unitholders) - Quarterly distributions of **$0.15** per common unit and **$0.9473** per Class A Convertible Preferred Unit were declared for Q1 2023[195](index=195&type=chunk) [Guarantor Summarized Financial Information](index=44&type=section&id=Guarantor%20Summarized%20Financial%20Information) - The company's **$3.0 billion** senior unsecured notes are fully and unconditionally guaranteed by its 100% owned domestic subsidiaries[196](index=196&type=chunk) Balance Sheet Data (Genesis Energy, L.P. and Guarantor Subsidiaries) | Balance Sheet Data | March 31, 2023 (in thousands) | | :--- | :--- | | Current assets | $917,229 | | Fixed assets and mineral leaseholds, net | $3,740,518 | | Current liabilities | $785,511 | | Non-current liabilities | $3,610,961 | | Class A Convertible Preferred Units | $891,909 | Statement of Operations Data (Genesis Energy, L.P. and Guarantor Subsidiaries) | Statement of Operations Data | Three Months Ended March 31, 2023 (in thousands) | | :--- | :--- | | Revenues | $762,235 | | Operating income | $35,392 | | Net loss | $(4,170) | | Net loss attributable to common unitholders | $(28,172) | [Non-GAAP Financial Measure Reconciliations](index=46&type=section&id=Non-GAAP%20Financial%20Measure%20Reconciliations) Reconciliation to Available Cash before Reserves | Metric | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | | :--- | :--- | :--- | | Net loss attributable to Genesis Energy, L.P. | $(1,644) | $(5,250) | | Depreciation, depletion, amortization and accretion | $75,935 | $72,948 | | Plus (minus) Select Items, net | $43,063 | $12,211 | | Maintenance capital utilized | $(16,100) | $(13,500) | | Distributions to preferred unitholders | $(24,002) | $(18,684) | | Available Cash before Reserves | $77,672 | $55,729 | - Available Cash before Reserves increased by **$21.943 million (39.4%)** year-over-year[203](index=203&type=chunk) - Select Items, net, increased significantly to **$43.063 million** in Q1 2023, largely due to unrealized losses on derivative transactions[206](index=206&type=chunk) [Non-GAAP Financial Measures](index=47&type=section&id=Non-GAAP%20Financial%20Measures) [General](index=47&type=section&id=General) - The company uses non-GAAP measures like Available Cash before Reserves and Segment Margin to evaluate business performance[208](index=208&type=chunk)[209](index=209&type=chunk) [Segment Margin](index=47&type=section&id=Segment%20Margin) - Segment Margin is a key measure used by the CEO to evaluate segment performance[210](index=210&type=chunk) [Available Cash before Reserves](index=47&type=section&id=Available%20Cash%20before%20Reserves) - Available Cash before Reserves is used to assess financial performance and the ability to make discretionary payments[212](index=212&type=chunk)[213](index=213&type=chunk) [Disclosure Format Relating to Maintenance Capital](index=48&type=section&id=Disclosure%20Format%20Relating%20to%20Maintenance%20Capital) - The company uses 'maintenance capital utilized' as a proxy for non-discretionary expenditures[215](index=215&type=chunk)[219](index=219&type=chunk) [Maintenance Capital Requirements](index=48&type=section&id=Maintenance%20Capital%20Requirements) - Maintenance capital expenditures are costs necessary to maintain existing assets' service capability[216](index=216&type=chunk)[217](index=217&type=chunk)[218](index=218&type=chunk) [Maintenance Capital Utilized](index=48&type=section&id=Maintenance%20Capital%20Utilized) - Maintenance capital utilized represents the portion of previously incurred maintenance capital expenditures used during the quarter[220](index=220&type=chunk)[221](index=221&type=chunk) [Critical Accounting Estimates](index=49&type=section&id=Critical%20Accounting%20Estimates) - There have been no new or material changes to the critical accounting estimates discussed in the company's Annual Report[222](index=222&type=chunk) [Forward Looking Statements](index=49&type=section&id=Forward%20Looking%20Statements) - The report contains forward-looking statements regarding future operations and performance, which involve risks and uncertainties[223](index=223&type=chunk) - Key risk factors include commodity price trends, execution of strategies, regulatory changes, and global economic conditions[224](index=224&type=chunk)[227](index=227&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=51&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section states there are no material changes to market risk disclosures since the Annual Report - No material changes to quantitative and qualitative disclosures about market risk since the Annual Report[228](index=228&type=chunk) - Additional details on derivative instruments are provided in Note 16 to the financial statements[228](index=228&type=chunk) [Item 4. Controls and Procedures](index=51&type=section&id=Item%204.%20Controls%20and%20Procedures) Management evaluated disclosure controls and procedures as effective, with no material changes to internal control - Disclosure controls and procedures were evaluated as effective as of March 31, 2023[229](index=229&type=chunk) - No material changes to internal control over financial reporting occurred during Q1 2023[230](index=230&type=chunk) [PART II. OTHER INFORMATION](index=52&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=52&type=section&id=Item%201.%20Legal%20Proceedings) This section notes no material developments in legal proceedings since the Annual Report filing - No material developments in legal proceedings since the filing of the Annual Report on Form 10-K[233](index=233&type=chunk) - A **$1 million** threshold is used for disclosing environmental matters, with no reportable proceedings for the period[234](index=234&type=chunk) [Item 1A. Risk Factors](index=52&type=section&id=Item%201A.%20Risk%20Factors) This section states there have been no material changes to the risk factors disclosed in the Annual Report - No material change in risk factors as previously disclosed in the Annual Report on Form 10-K[235](index=235&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=52&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities during the first quarter of 2023 - No unregistered sales of equity securities occurred during Q1 2023[236](index=236&type=chunk) [Item 3. Defaults upon Senior Securities](index=52&type=section&id=Item%203.%20Defaults%20upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period - No defaults upon senior securities[237](index=237&type=chunk) [Item 4. Mine Safety Disclosures](index=52&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Information regarding mine safety is included in Exhibit 95 to this Form 10-Q - Mine safety disclosures for Green River and Granger, Wyoming mines are provided in Exhibit 95[238](index=238&type=chunk) [Item 5. Other Information](index=52&type=section&id=Item%205.%20Other%20Information) This section indicates that there is no other information to report - No other information to report[239](index=239&type=chunk) [Item 6. Exhibits](index=53&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including agreements, certifications, and data files - Exhibits include Certificate of Limited Partnership, Credit Agreement, Supplemental Indenture, Certifications, and Mine Safety Disclosures[241](index=241&type=chunk)

Part I [Business](index=7&type=section&id=Item%201.%20Business) Genesis Energy is a master limited partnership with four segments providing midstream services to the oil and gas industry and producing natural soda ash - The company operates through four reportable segments: **offshore pipeline transportation, sodium minerals and sulfur services, onshore facilities and transportation, and marine transportation**[18](index=18&type=chunk) - Core businesses include being one of the largest pipeline network operators in the Deepwater Gulf of Mexico, a leading producer of natural soda ash, and a major service provider to major U.S. refinery complexes[21](index=21&type=chunk) - Primary objectives are to generate stable free cash flow, continue deleveraging the balance sheet, and advance its Environmental, Social, and Governance (ESG) program[38](index=38&type=chunk) - In February 2023, the company entered into a **new $850 million senior secured revolving credit facility** maturing in February 2026[49](index=49&type=chunk) - The Granger Optimization Project is expected to be completed in the second half of 2023, increasing soda ash production by approximately **750,000 tons per year**[52](index=52&type=chunk) - The company has committed approximately **$550 million (net) in capital expenditures** to construct the new SYNC pipeline and expand the CHOPS pipeline, backed by long-term take-or-pay agreements[54](index=54&type=chunk)[55](index=55&type=chunk) - As of December 31, 2022, the company employed **2,109 people**, with approximately 700 covered under collective bargaining agreements[121](index=121&type=chunk) **Offshore Crude Oil Pipeline Systems (100% basis)** | Pipeline | Operator | System Miles | Design Capacity (Bbls/day) | Interest Owned | 2022 Throughput (Bbls/day) | | :--- | :--- | :--- | :--- | :--- | :--- | | **Main Lines** | | | | | | | CHOPS Pipeline | Genesis | 380 | 500,000 | 64% | 207,008 | | Poseidon Pipeline | Genesis | 332 | 490,000 | 64% | 257,444 | | Odyssey Pipeline | Shell Pipeline | 120 | 200,000 | 29% | 84,682 | | Eugene Island | Genesis/Shell | 184 | 39,000 | 29% | 6,964 | | **Lateral Lines** | | | | | | | SEKCO Pipeline | Genesis | 149 | 115,000 | 100% | N/A | | Shenzi Crude Oil Pipeline | Genesis | 83 | 230,000 | 100% | N/A | **Marine Transportation Fleet Overview** | Fleet Type | Aggregate Design Capacity (MBbls) | Number of Barges | Number of Push/Tug Boats | | :--- | :--- | :--- | :--- | | Inland | 2,285 | 82 | 33 | | Offshore | 884 | 9 | 9 | | American Phoenix (Tanker) | 330 | N/A | N/A | [Risk Factors](index=34&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks related to operations, financing, regulation, partnership structure, and taxes that could adversely affect its business - **Operational Risks:** Profitability is dependent on maintaining commodity volumes, which are influenced by factors beyond the company's control, such as producer drilling activity and commodity price volatility[189](index=189&type=chunk)[200](index=200&type=chunk)[214](index=214&type=chunk) - **Liquidity and Financing Risks:** The company's indebtedness could restrict its ability to operate and pay distributions, while access to capital is not guaranteed and rising inflation could increase costs[189](index=189&type=chunk)[226](index=226&type=chunk)[238](index=238&type=chunk) - **Legal and Regulatory Risks:** Operations are subject to stringent environmental and safety laws, and climate change legislation could decrease demand for fossil fuel products and increase operating costs[189](index=189&type=chunk)[235](index=235&type=chunk)[240](index=240&type=chunk) - **Partnership and Tax Risks:** The company's tax treatment depends on its partnership status; if treated as a corporation, cash available for distribution would be substantially reduced[189](index=189&type=chunk)[191](index=191&type=chunk)[262](index=262&type=chunk) [Unresolved Staff Comments](index=52&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports that there are no unresolved staff comments - None[303](index=303&type=chunk) [Properties](index=52&type=section&id=Item%202.%20Properties) The company's material properties include extensive trona ore reserves and mining operations in the Green River Basin, Wyoming - The Alkali Business holds leases covering **86,037 acres in Wyoming**, primarily from the Federal government, the State of Wyoming, and Sweetwater Trona OpCo LLC[316](index=316&type=chunk) - Total trona reserves decreased by approximately **7 million short tons** from 2021 to 2022, primarily due to ore consumption from mining operations[350](index=350&type=chunk)[351](index=351&type=chunk)[352](index=352&type=chunk) - The total book value of the Westvaco and Granger mining sites was approximately **$1.528 billion** as of December 31, 2022[344](index=344&type=chunk) **Trona Mineral Reserves as of December 31, 2022** | Reserve Area/Type | Category | Million short tons (dry weight) | Grade (% Trona) | | :--- | :--- | :--- | :--- | | Westvaco dry extraction | Proven & Probable | 431 | 88 | | Westvaco solution mining | Probable | 369 | 88 | | Granger solution mining | Probable | 72 | 85 | | **Total Reserves** | **Total** | **872** | **87** | [Legal Proceedings](index=66&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in various incidental claims and lawsuits not expected to have a material adverse effect on its financial condition - The ultimate outcome of various incidental claims, lawsuits, and administrative proceedings is **not expected to have a material adverse effect** on its financial condition[361](index=361&type=chunk) - There are **no environmental matters to disclose** for this period under the SEC's specified threshold of $1 million[362](index=362&type=chunk) [Mine Safety Disclosures](index=66&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Mine safety information for the company's Green River, Wyoming mine is included in Exhibit 95 of the Form 10-K - Mine safety disclosures for the Green River, Wyoming mine are provided in **Exhibit 95** to the Form 10-K[363](index=363&type=chunk) Part II [Market for Registrant's Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities](index=67&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Unitholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's Class A common units trade on the NYSE under the symbol "GEL", with cash distributions determined quarterly by the general partner - The company's Class A common units are listed on the New York Stock Exchange (NYSE) under the ticker symbol **"GEL"**[365](index=365&type=chunk) - As of February 23, 2023, there were **122,539,221 Class A common units** and 39,997 Class B Common Units outstanding[4](index=4&type=chunk) [Selected Financial Data](index=68&type=section&id=Item%206.%20Selected%20Financial%20Data) This item is not applicable and contains no data - None[369](index=369&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=68&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company reported a significant turnaround to a $75.5 million net income in 2022, driven by a $152.3 million increase in Segment Margin - The increase in 2022 net income was primarily driven by a **$152.3 million increase in segment margin**, lower depreciation and interest expense, and income from debt cancellation[372](index=372&type=chunk) - The Sodium Minerals and Sulfur Services segment margin **increased by $139.9 million (84%)** due to favorable pricing and higher soda ash sales volumes[398](index=398&type=chunk) - The Marine Transportation segment margin **increased by $31.6 million (92%)** due to higher utilization rates and increased day rates for its barge fleet[410](index=410&type=chunk) - As of December 31, 2022, the company had **$436.1 million of available borrowing capacity** under its revolving credit facility[442](index=442&type=chunk) - Key accounting estimates include fair value in acquisitions, asset impairment, revenue recognition with variable consideration, and derivative valuation[489](index=489&type=chunk) **2022 vs 2021 Financial Highlights** | Metric | 2022 | 2021 | | :--- | :--- | :--- | | Net Income (Loss) Attributable to Genesis Energy, L.P. | $75.5 million | ($165.1 million) | | Segment Margin | $770.1 million | $617.7 million | | Cash flows from operating activities | $334.4 million | $338.0 million | | Available Cash before Reserves | $352.6 million | $203.9 million | **Segment Margin by Segment (in thousands)** | Segment | 2022 | 2021 | | :--- | :--- | :--- | | Offshore pipeline transportation | $363,373 | $317,560 | | Sodium minerals and sulfur services | $306,718 | $166,773 | | Onshore facilities and transportation | $33,755 | $98,824 | | Marine transportation | $66,209 | $34,572 | | **Total Segment Margin** | **$770,055** | **$617,729** | **Capital Expenditures (in thousands)** | Category | 2022 | 2021 | | :--- | :--- | :--- | | Maintenance capital expenditures | $132,539 | $99,868 | | Growth capital expenditures | $333,782 | $225,714 | | Capital expenditures related to equity investees | $10,301 | $352 | | **Total capital expenditures** | **$476,622** | **$325,934** | [Quantitative and Qualitative Disclosures About Market Risk](index=93&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is primarily exposed to commodity price risk, managed with derivatives, and interest rate risk from its floating-rate credit facility - Primary market risks are **commodity price risk** (crude oil, petroleum products, natural gas) and **interest rate risk**[512](index=512&type=chunk) - Commodity price risk is managed through derivative instruments, including futures, swaps, and options, to hedge inventory and purchase commitments[513](index=513&type=chunk) - Interest rate risk is associated with the floating-rate senior secured credit facility, and a 10% change in the SOFR rate was estimated to have an **immaterial impact** on 2022 net income[517](index=517&type=chunk)[518](index=518&type=chunk) [Financial Statements and Supplementary Data](index=94&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section contains the company's audited consolidated financial statements and the independent auditor's report for the year ended December 31, 2022 - The auditor's report from Ernst & Young LLP provides an **unqualified opinion** on the consolidated financial statements and internal controls[666](index=666&type=chunk)[667](index=667&type=chunk) - A critical audit matter identified was the **estimation of variable consideration for revenue recognition** in the Offshore pipeline transportation segment[671](index=671&type=chunk)[672](index=672&type=chunk)[673](index=673&type=chunk) [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=94&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[520](index=520&type=chunk) [Controls and Procedures](index=94&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of year-end, following the remediation of a previously identified material weakness - A **material weakness** in internal control over financial reporting, identified during Q2 2022, was **remediated** as of December 31, 2022[521](index=521&type=chunk) - Management, including the CEO and CFO, concluded that disclosure controls and procedures were **effective** as of December 31, 2022[522](index=522&type=chunk) [Other Information](index=96&type=section&id=Item%209B.%20Other%20Information) The company reports no other information for this item - None[528](index=528&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=96&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The company is managed by its general partner, whose board is significantly influenced by the Davison family's ownership of Class B units - Members of the Davison family collectively own **77.0% of the Class B Common Units**, giving them the ability to elect at least a majority of the board of directors[532](index=532&type=chunk) - The board consists of seven directors, with **four determined to be independent** under NYSE rules[534](index=534&type=chunk) - Grant E. Sims serves as Chairman and CEO, while Kenneth M. Jastrow II serves as the lead independent director[536](index=536&type=chunk)[537](index=537&type=chunk) [Executive Compensation](index=101&type=section&id=Item%2011.%20Executive%20Compensation) Executive compensation aligns with unitholder interests through a mix of salary, bonuses, and long-term incentives benchmarked against a peer group - The compensation program for NEOs is overseen by the Governance, Compensation and Business Development (G&C) Committee, using an independent consultant and a **peer group of 14 energy companies**[570](index=570&type=chunk)[573](index=573&type=chunk)[576](index=576&type=chunk) - Long-term incentive awards granted in 2022 are cash-based and tied to performance metrics including **Available Cash before Reserves, Consolidated Leverage Ratio, and safety metrics**[594](index=594&type=chunk)[611](index=611&type=chunk) - The CEO to median employee pay ratio for 2022 was **24:1**, with CEO total compensation at $2,931,949[628](index=628&type=chunk) **2022 NEO Compensation Summary** | Name | Position | Salary ($) | Bonus ($) | Non-equity Incentive Plan Comp ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | :--- | | Grant E. Sims | CEO | 758,461 | 665,000 | 792,000 | 2,931,949 | | Robert V. Deere | CFO | 450,000 | 270,000 | 288,000 | 1,049,704 | | Edward T. Flynn | EVP | 500,000 | 850,000 | 240,000 | 1,627,890 | | Kristen O. Jesulaitis | CLO & SVP | 436,154 | 410,000 | 198,000 | 1,080,050 | | Garland G. Gaspard | SVP | 365,307 | 295,000 | 180,000 | 885,061 | [Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters](index=110&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Unitholder%20Matters) Ownership is concentrated among directors, officers, the Davison family, and a few institutional and preferred unitholders - All directors and executive officers as a group beneficially own **11.3% of Class A Common Units** and **80.8% of Class B Common Units**[631](index=631&type=chunk) - Major institutional holders of Class A Common Units include **ALPS Advisors, Inc. (13.3%)**, **Invesco LTD (13.2%)**, and **FMR LLC (6.0%)**[631](index=631&type=chunk) - The Class A Convertible Preferred Units are beneficially owned **50% by GSO Rodeo Holdings LP** and **50% by KKR Rodeo Aggregator L.P.**[635](index=635&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=111&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The company discloses transactions with its CEO and a major preferred unitholder, and confirms the independence of four of its seven directors - The company paid its CEO, Grant E. Sims, **$0.7 million in 2022** for the business use of his personal aircraft[637](index=637&type=chunk) - On May 17, 2022, the company fully redeemed the outstanding Alkali Holdings preferred units held by BXC (an affiliate of Blackstone) for **$288.6 million**[641](index=641&type=chunk) - The board of directors has determined that **four of its seven members are independent** under NYSE rules[644](index=644&type=chunk) [Principal Accountant Fees and Services](index=113&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) This section summarizes fees paid to the principal accounting firm, Ernst & Young LLP, for services rendered in 2022 and 2021 - All services provided by Ernst & Young LLP in 2022 and 2021 were **pre-approved by the audit committee**[648](index=648&type=chunk) **Accountant Fees (in thousands)** | Fee Category | 2022 | 2021 | | :--- | :--- | :--- | | Audit Fees | $3,374 | $3,087 | | All Other Fees | $423 | $3 | | **Total** | **$3,797** | **$3,090** | Part IV [Exhibits and Financial Statement Schedules](index=114&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the financial statements, schedules, and exhibits filed as part of the Form 10-K report - This section provides an index of all financial statements, schedules, and exhibits included with the Form 10-K filing[652](index=652&type=chunk) [Form 10-K Summary](index=118&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable - Not Applicable[657](index=657&type=chunk)

Financial Data and Key Metrics Changes - For the full year 2022, the company generated adjusted EBITDA of $717 million, which was up approximately 25% over the initial 2022 guidance range and up approximately 18% even when excluding $41 million of non-recurring income recognized in 2022 [6][10] - The quarter-end leverage ratio decreased to 4.14x, down from 5.51x in Q3 2021, approaching the targeted long-term leverage ratio of 4x [10] Business Segment Data and Key Metrics Changes - The Marine Transportation segment is experiencing full utilization of all classes of Jones Act vessels, allowing the company to drive day rates for spot and contract charters to levels not seen since 2014 and 2015 [11][51] - The Sodium Minerals and Sulfur Services segment saw quarterly contract prices for soda ash increase by approximately 40% from Q1 to Q4 2022, with significant demand growth expected in 2023 [32][33] Market Data and Key Metrics Changes - The company expects to generate EBITDA in the range of $780 million to $810 million for 2023, taking into account potential negative effects from a worldwide recession [11][12] - The soda ash market remains tight, with the company locking in prices for approximately 85% of anticipated sales volumes for 2023, expecting the weighted average realized price to exceed that of 2022 [61] Company Strategy and Development Direction - The company plans to manage its leverage ratio to a level at or below 4x while increasing financial flexibility and utilizing free cash flow from operations to fund high-return growth projects [54] - The company is focused on expanding its infrastructure in the Central Gulf of Mexico, with ongoing projects expected to solidify its position as a leading independent provider of midstream services [24][27] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the fundamentals and macro conditions across its business segments, indicating a positive outlook for 2023 and beyond [70] - The company is optimistic about the potential for increased demand for soda ash driven by solar glass production in China and electric vehicle production [35][39] Other Important Information - The company successfully eliminated its nearest unsecured maturity and extended its revolving credit facility, providing increased flexibility for potential investments [13][14] - The Granger production facility was restarted ahead of schedule, with expectations to ramp up to its nameplate capacity of 500,000 tons of annual soda ash production [41] Q&A Session Summary Question: What is the plan regarding the flexibility from the expanded investment baskets and revolver? - Management indicated that they will evaluate the capital structure over time and consider purchasing securities as debt leverage moves below 4x [64] Question: What is the expected volume uplift from the Samurai well and the ramp-up for Argos? - Management noted that while the Samurai well may not provide a net uplift due to existing constraints, the King's Quay is performing well above pre-drill expectations [65][66] Question: What are the expectations for free cash flow in 2024? - Management expects a significant reduction in growth CapEx in 2024, with most spending occurring in 2023, leading to a positive free cash flow situation [71] Question: What is the status of soda ash pricing beyond 2023? - Management confirmed that they have a series of laddered contracts with some locked in at previous pricing, which will need to be repriced at the end of their primary terms [74]

Wells Fargo Midstream & Utilities Symposium December 2022 Disclosures & Company Information | --- | --- | --- | |-------------------------------------|-------------------|-----------------------------------------------------| | Genesis Energy, L.P. | NYSE: GEL | Investor Relations Contact | | Common Unit Market Value | ~$1.2 billion (a) | InvestorRelations@genlp.com | | Convertible Preferred Equity | ~$0.9 billion (a) | (713) 860-2500 | | Enterprise Value | ~$5.0 billion (a) | Corporate Headquarters 919 Mil ...

Financial Data and Key Metrics Changes - Genesis Energy raised its full-year guidance for adjusted EBITDA to a range of $700 million to $710 million for 2022, which includes approximately $41 million of nonrecurring benefits received in the second and third quarters [6] - The revised guidance suggests a normalized adjusted EBITDA of approximately $665 million, over 15% higher than the midpoint of the original guidance range of $565 million to $585 million [7] - The company expects to exit 2022 with a leverage ratio at or below 4.25x [7] Business Segment Data and Key Metrics Changes - The Offshore Pipeline Transportation segment exceeded expectations, with volumes from Murphy's King's Quay development ramping ahead of internal expectations, currently producing over 90,000 barrels of oil equivalent per day [9] - The Sodium Minerals and Sulfur Services segment benefits from strong soda ash prices, with expectations for fourth-quarter prices to be higher than third-quarter prices, driven by structural tightness in the market [13][14] - The Marine Transportation segment performed in line with expectations, with market conditions supporting activity levels near 100% for all classes of vessels [20] Market Data and Key Metrics Changes - Worldwide demand for soda ash outside of China is expected to grow by over 1 million tons per year through the end of the decade, driven by industrial production growth and increasing demand from green initiatives [13] - The structural tightness in the soda ash market is expected to continue, supporting elevated prices even amid potential economic slowdowns [8][15] Company Strategy and Development Direction - Genesis Energy aims to leverage increasing offshore volumes and strong soda ash prices to generate significant free cash flow and improve its credit profile [8][24] - The company is focused on expanding its soda ash production capacity, with the Granger facility expected to add approximately 700,000 tons of production in 2023 [15] - The management believes that the market undervalues its Sodium Minerals and Sulfur Services segment, advocating for a valuation more akin to specialty chemicals rather than generic bulk chemicals [17][18] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence that market dynamics in each business segment will not be significantly impacted by potential economic slowdowns, supported by visible and growing volumes from the Gulf of Mexico [7][11] - The outlook for soda ash remains strong, with expectations for continued demand growth driven by green initiatives and recovery in the automotive sector [14][37] - Management highlighted the importance of the Gulf of Mexico for domestic oil production and the expected growth from new leasing opportunities [12] Other Important Information - The company has multiple avenues to address near-term maturities, with no significant unsecured maturities until mid-2024 [30][29] - Management emphasized the flexibility to manage capital structure and potential for creative financing solutions [23][44] Q&A Session Summary Question: Supply chain and shipping conditions for soda ash - Management indicated no disruptions in delivery mechanisms, with the majority of product transported via rail and favorable rates due to being the largest exporter from the U.S. [27][28] Question: Upcoming maturities and options to deal with them - Management confirmed no significant maturities until mid-2024 and expressed confidence in handling them without issues [30] Question: Tightness in the soda ash market and future supply additions - Management noted no near-term expansions of natural production in the U.S. and indicated that any new developments would take several years [34] Question: End markets for soda ash and potential growth - Management believes that growth in the automotive sector and green initiatives will offset any potential weakness in construction-related demand [37]

PART I. FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The financial statements for the period ended September 30, 2022, reflect increased revenues, a return to net income, and growth in total assets, with stable operating cash flow Condensed Consolidated Balance Sheet Highlights (Unaudited) | Balance Sheet Item | September 30, 2022 ($ thousands) | December 31, 2021 ($ thousands) | | :--- | :--- | :--- | | **Total current assets** | 726,430 | 542,484 | | **Net fixed assets** | 4,020,324 | 3,912,185 | | **TOTAL ASSETS** | **6,169,539** | **5,905,801** | | **Total current liabilities** | 645,317 | 496,939 | | **Total liabilities** | 4,411,349 | 3,925,666 | | **Total partners' capital** | 866,281 | 930,452 | | **TOTAL LIABILITIES, MEZZANINE CAPITAL AND PARTNERS' CAPITAL** | **6,169,539** | **5,905,801** | Condensed Consolidated Statements of Operations Highlights (Unaudited) | Income Statement Item | Three Months Ended Sep 30, 2022 ($ thousands) | Three Months Ended Sep 30, 2021 ($ thousands) | Nine Months Ended Sep 30, 2022 ($ thousands) | Nine Months Ended Sep 30, 2021 ($ thousands) | | :--- | :--- | :--- | :--- | :--- | | **Total revenues** | 721,248 | 518,821 | 2,074,920 | 1,543,895 | | **OPERATING INCOME** | 75,095 | 34,494 | 223,351 | 88,052 | | **NET INCOME (LOSS)** | 8,573 | (13,827) | 82,537 | (79,042) | | **NET LOSS ATTRIBUTABLE TO COMMON UNITHOLDERS** | (15,299) | (39,583) | (22,570) | (152,857) | | **Basic and Diluted NET LOSS PER COMMON UNIT** | $(0.12) | $(0.32) | $(0.18) | $(1.25) | Condensed Consolidated Statements of Cash Flows Highlights (Unaudited) | Cash Flow Item | Nine Months Ended Sep 30, 2022 ($ thousands) | Nine Months Ended Sep 30, 2021 ($ thousands) | | :--- | :--- | :--- | | **Net cash provided by operating activities** | 252,595 | 242,357 | | **Net cash used in investing activities** | (254,212) | (193,752) | | **Net cash provided by (used in) financing activities** | 1,110 | (60,127) | [Note 1. Organization and Basis of Presentation and Consolidation](index=9&type=section&id=Note%201.%20Organization%20and%20Basis%20of%20Presentation%20and%20Consolidation) - Genesis Energy, L.P. is a master limited partnership focused on midstream crude oil and natural gas services, as well as natural soda ash production, primarily operating in the U.S. Gulf Coast, Wyoming, and the Gulf of Mexico[19](index=19&type=chunk) - The company manages its business through four reportable segments: Offshore pipeline transportation, Sodium minerals and sulfur services, Onshore facilities and transportation, and Marine transportation[20](index=20&type=chunk)[23](index=23&type=chunk) [Note 9. Debt](index=16&type=section&id=Note%209.%20Debt) Debt Obligations Summary | Debt Instrument | Net Value (Sep 30, 2022, $ thousands) | Net Value (Dec 31, 2021, $ thousands) | | :--- | :--- | :--- | | Senior secured credit facility | 120,200 | 49,000 | | Senior unsecured notes | 2,854,874 | 2,930,505 | | Alkali senior secured notes | 402,254 | — | | **Total long-term debt** | **3,377,328** | **2,979,505** | - In May 2022, the company issued **$425 million** of **5.875%** senior secured notes due 2042 (Alkali senior secured notes), generating net proceeds of **$408 million**, with a portion used to redeem outstanding Alkali Holdings preferred units[54](index=54&type=chunk) - During 2022, the company repurchased some of its senior unsecured notes on the open market, resulting in a cancellation of debt income of **$8.6 million** for the nine months ended September 30, 2022[58](index=58&type=chunk) [Note 10. Partners' Capital, Mezzanine Capital and Distributions](index=18&type=section&id=Note%2010.%20Partners%27%20Capital%2C%20Mezzanine%20Capital%20and%20Distributions) - A quarterly cash distribution of **$0.15 per common unit** was declared for Q3 2022, consistent with prior quarters[62](index=62&type=chunk) - On May 17, 2022, the company fully redeemed all **251,750** outstanding Alkali Holdings preferred units for **$288.6 million** using proceeds from the new Alkali senior secured notes issuance[72](index=72&type=chunk) - Holders of the Class A Convertible Preferred Units elected a one-time rate reset, increasing the annual distribution rate from **8.75% to 11.24%**, effective for distributions declared for the quarter ending December 31, 2022[68](index=68&type=chunk) [Note 12. Business Segment Information](index=21&type=section&id=Note%2012.%20Business%20Segment%20Information) Segment Margin Performance (in thousands) | Segment | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | | :--- | :--- | :--- | | Offshore pipeline transportation | $91,402 | $76,045 | | Sodium minerals & sulfur services | $80,067 | $39,649 | | Onshore facilities & transportation | $9,442 | $29,145 | | Marine transportation | $15,279 | $9,023 | | **Total Segment Margin** | **$196,190** | **$153,862** | Total Assets by Segment (in thousands) | Segment | September 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | Offshore pipeline transportation | $2,214,924 | $2,103,140 | | Sodium minerals and sulfur services | $2,230,163 | $2,132,588 | | Onshore facilities and transportation | $974,464 | $923,064 | | Marine transportation | $692,303 | $703,030 | | **Total consolidated assets** | **$6,169,539** | **$5,905,801** | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management reported significant financial improvement in Q3 2022, driven by increased Segment Margin and strategic debt issuance to enhance liquidity and fund growth projects [Overview](index=31&type=section&id=Overview) - Net Income Attributable to Genesis Energy, L.P. was **$3.4 million** in Q3 2022, a significant improvement from a Net Loss of **$20.9 million** in Q3 2021[125](index=125&type=chunk) - The improvement was primarily driven by a **$42.3 million (28%)** increase in Segment Margin, which reached **$196.2 million** for the quarter[126](index=126&type=chunk)[129](index=129&type=chunk) - Available Cash before Reserves increased by **92%** to **$92.6 million** for Q3 2022 compared to the prior-year quarter[128](index=128&type=chunk) [Results of Operations](index=33&type=section&id=Results%20of%20Operations) Segment Margin Contribution (in thousands) | Segment | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | | :--- | :--- | :--- | | Offshore pipeline transportation | $91,402 | $76,045 | | Sodium minerals and sulfur services | $80,067 | $39,649 | | Onshore facilities and transportation | $9,442 | $29,145 | | Marine transportation | $15,279 | $9,023 | | **Total Segment Margin** | **$196,190** | **$153,862** | - The Offshore Pipeline segment's margin increased **20% YoY**, driven by new volumes from the King's Quay floating production system, which began operations in April 2022[147](index=147&type=chunk)[148](index=148&type=chunk) - The Sodium Minerals and Sulfur Services segment's margin more than doubled (**up 102% YoY**) due to higher export pricing and volumes for soda ash amid strong global demand and tight supply[152](index=152&type=chunk) - The Marine Transportation segment's margin grew **69% YoY**, benefiting from higher utilization (inland barge utilization at **100%**) and increased day rates[165](index=165&type=chunk)[163](index=163&type=chunk) - The Onshore Facilities and Transportation segment's margin decreased **68% YoY**, primarily because the prior-year period included **$17.5 million** in cash receipts from a previously owned asset and a one-time billing[161](index=161&type=chunk) [Liquidity and Capital Resources](index=44&type=section&id=Liquidity%20and%20Capital%20Resources) - As of September 30, 2022, the company had **$525.3 million** of available borrowing capacity under its revolving credit facility[183](index=183&type=chunk) - In May 2022, the company issued **$425 million** of **5.875%** Alkali senior secured notes, using the proceeds to redeem higher-cost preferred units (with an implied **12-13%** rate) and repay borrowings, thereby lowering its cost of capital[182](index=182&type=chunk) - The company is funding significant growth projects, including the Granger soda ash expansion (GOP) and the new SYNC offshore pipeline, with expected net capital expenditures of approximately **$500 million** over the next three years[198](index=198&type=chunk)[199](index=199&type=chunk) [Non-GAAP Financial Measures](index=49&type=section&id=Non-GAAP%20Financial%20Measures) Available Cash before Reserves Reconciliation (in thousands) | Metric | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | | :--- | :--- | :--- | | Net income (loss) attributable to Genesis Energy, L.P. | $3,385 | $(20,899) | | Depreciation, depletion, amortization and accretion | $76,301 | $69,665 | | Plus (minus) Select Items, net | $45,583 | $24,309 | | Maintenance capital utilized | $(14,400) | $(13,500) | | Distributions to preferred unitholders | $(18,684) | $(18,684) | | **Available Cash before Reserves** | **$92,595** | **$48,209** | - The company uses non-GAAP measures like Available Cash before Reserves and Segment Margin to aid investors and management in assessing financial performance, operating performance, and the ability to make distributions[215](index=215&type=chunk)[222](index=222&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=54&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company reports no material changes to its market risk disclosures since its last Annual Report, with details on derivatives in Note 15 - There have been no material changes to the quantitative and qualitative disclosures about market risk since the company's Annual Report[238](index=238&type=chunk) [Item 4. Controls and Procedures](index=54&type=section&id=Item%204.%20Controls%20and%20Procedures) Management identified a material weakness in internal control over financial reporting, with ongoing remediation efforts, concluding that disclosure controls are not yet effective, though financial statements are fairly presented - A material weakness in internal control over financial reporting was identified in Q2 2022, with remediation efforts implemented in Q3 2022, including additional review procedures and training[239](index=239&type=chunk) - Due to the ongoing monitoring of remediation, management assessed that disclosure controls and procedures were not effective as of the end of the quarter[240](index=240&type=chunk) - Despite the material weakness, management believes the consolidated financial statements fairly represent the company's financial condition and results of operations[240](index=240&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=55&type=section&id=Item%201.%20Legal%20Proceedings) No material developments in legal proceedings have occurred since the last Annual Report on Form 10-K - No material developments in legal proceedings have occurred since the filing of the Annual Report on Form 10-K for the year ended December 31, 2021[244](index=244&type=chunk) [Item 1A. Risk Factors](index=55&type=section&id=Item%201A.%20Risk%20Factors) The company reports no material changes to its risk factors as previously disclosed in its Annual Report on Form 10-K - There has been no material change in the company's risk factors from those disclosed in the Annual Report on Form 10-K for the fiscal year ended December 31, 2021[246](index=246&type=chunk) [Item 4. Mine Safety Disclosures](index=55&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Mine safety disclosures for the Wyoming mines are provided in Exhibit 95 of the Form 10-Q - Mine safety disclosures for the Wyoming mines are included in Exhibit 95 to this Form 10-Q[249](index=249&type=chunk)

Wells Fargo Leveraged Finance Conference September 2022 Disclosures & Company Information | --- | --- | --- | |-------------------------------------|-------------------|-----------------------------------------------------| | Genesis Energy, L.P. | NYSE: GEL | Investor Relations Contact | | Common Unit Market Value | ~$1.4 billion (a) | InvestorRelations@genlp.com | | Convertible Preferred Equity | ~$0.9 billion (a) | (713) 860-2500 | | Enterprise Value | ~$5.1 billion (a) | Corporate Headquarters 919 Milam ...

Genesis Energy, L.P. (NYSE:GEL) Q2 2022 Results Conference Call July 28, 2022 10:00 AM ET Company Participants Dwayne Morley - VP, IR Grant Sims - CEO Bob Deere - CFO Ryan Sims - SVP, Finance & Corporate Development Conference Call Participants Karl Blunden - Goldman Sachs T.J. Schultz - RBC Operator Greetings, and welcome to the Genesis Energy LP Second Quarter 2022 Earnings Conference Call. [Operator Instructions] As a reminder, this conference is being recorded. I would now like to turn the conference ov ...

EIC Investor Conference May 2022 Disclosures & Company Information | --- | --- | --- | |-------------------------------------|-------------------|-----------------------------------------------------| | Genesis Energy, L.P. | NYSE: GEL | Investor Relations Contact | | Common Unit Market Value | ~$1.3 billion (a) | InvestorRelations@genlp.com | | Convertible Preferred Equity | ~$0.9 billion (a) | (713) 860-2500 | | Enterprise Value | ~$5.1 billion (a) | Corporate Headquarters 919 Milam Street, Suite 2100 | | ...