Condensed Consolidating Financial Information | 22. Condensed Consolidating Financial Information Our $1,050 million aggregate principal amount of senior unsecured notes co-issued by Genesis Energy, L.P. and Genesis Energy Finance Corporation are fully and unconditionally guaranteed jointly and severally by all of Genesis Energy, L.P.’s current and future 100% owned domestic subsidiaries, except Genesis Free State Pipeline, LLC, Genesis NEJD Pipeline, LLC and certain other minor subsidiaries. Genesis NEJD Pipeline, LLC is 100% owned by Genesis Energy, L.P., the parent company. The remaining non-guarantor subsidiaries are owned by Genesis Crude Oil, L.P., a guarantor subsidiary. Genesis Energy Finance Corporation has no independent assets or operations. See Note 10 for additional information regarding our consolidated debt obligations. During the second quarter of 2015, the Company took actions related to certain non-guarantor subsidiaries that resulted in these subsidiaries previously categorized as non-guarantor becoming wholly owned guarantor subsidiaries. The changes made to guarantor subsidiaries did not impact the Company's previously reported consolidated revenues, operating income or net income. The condensed consolidating balance sheet as of December 31, 2014 and 2013 and the condensed consolidating statements of operations and cash flows for the years ended December 31, 2014, 2013, and 2012 have been retrospectively adjusted to reflect these updates to our guarantor subsidiaries. The following is condensed consolidating financial information for Genesis Energy, L.P. and subsidiary guarantors: Condensed Consolidating Balance Sheet December 31, 2014 Genesis Energy, L.P. (Parent and Co-Issuer) Genesis Energy Finance Corporation (Co-Issuer) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Genesis Energy, L.P. Consolidated ASSETS Current assets: Cash and cash equivalents $ 9 $ — $ 8,310 $ 1,143 $ — $ 9,462 Other current assets 1,378,573 — 333,385 46,215 (1,412,269 ) 345,904 Total current assets 1,378,582 — 341,695 47,358 (1,412,269 ) 355,366 Fixed Assets, at cost — — 1,823,556 75,502 — 1,899,058 Less: Accumulated depreciation — — (251,171 ) (16,886 ) — (268,057 ) Net fixed assets — — 1,572,385 58,616 — 1,631,001 Goodwill — — 325,046 — — 325,046 Other assets, net 28,421 — 269,252 146,700 (154,192 ) 290,181 Equity investees and other investments — — 628,780 — — 628,780 Investments in subsidiaries 1,434,255 — 97,195 — (1,531,450 ) — Total assets $ 2,841,258 $ — $ 3,234,353 $ 252,674 $ (3,097,911 ) $ 3,230,374 LIABILITIES AND PARTNERS’ CAPITAL Current liabilities $ 11,016 $ — $ 1,761,856 $ 2,705 $ (1,412,432 ) $ 363,145 Senior secured credit facilities 550,400 — — — — 550,400 Senior unsecured notes 1,050,639 — — — — 1,050,639 Deferred tax liabilities — — 18,754 — — 18,754 Other liabilities — — 18,233 154,021 (154,021 ) 18,233 Total liabilities 1,612,055 — 1,798,843 156,726 (1,566,453 ) 2,001,171 Partners’ capital 1,229,203 — 1,435,510 95,948 (1,531,458 ) 1,229,203 Total liabilities and partners’ capital $ 2,841,258 $ — $ 3,234,353 $ 252,674 $ (3,097,911 ) $ 3,230,374 Condensed Consolidating Balance Sheet December 31, 2013 Genesis Energy, L.P. (Parent and Co-Issuer) Genesis Energy Finance Corporation (Co-Issuer) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Genesis Energy, L.P. Consolidated ASSETS Current assets: Cash and cash equivalents $ 20 $ — $ 8,049 $ 797 $ — $ 8,866 Other current assets 1,133,695 — 515,143 37,286 (1,159,767 ) 526,357 Total current assets 1,133,715 — 523,192 38,083 (1,159,767 ) 535,223 Fixed Assets, at cost — — 1,252,445 75,529 — 1,327,974 Less: Accumulated depreciation — — (184,856 ) (14,374 ) — (199,230 ) Net fixed assets — — 1,067,589 61,155 — 1,128,744 Goodwill — — 325,046 — — 325,046 Other assets, net 21,432 — 238,283 152,412 (159,185 ) 252,942 Equity investees and other investments — — 620,247 — — 620,247 Investments in subsidiaries 1,236,164 — 89,600 — (1,325,764 ) — Total assets $ 2,391,311 $ — $ 2,863,957 $ 251,650 $ (2,644,716 ) $ 2,862,202 LIABILITIES AND PARTNERS’ CAPITAL Current liabilities $ 10,002 $ — $ 1,592,376 $ 3,470 $ (1,159,295 ) $ 446,553 Senior secured credit facilities 582,800 — — — — 582,800 Senior unsecured notes 700,772 — — — — 700,772 Deferred tax liabilities — — 15,944 — — 15,944 Other liabilities — — 18,396 159,007 (159,007 ) 18,396 Total liabilities 1,293,574 — 1,626,716 162,477 (1,318,302 ) 1,764,465 Partners' capital 1,097,737 — 1,237,241 89,173 (1,326,414 ) 1,097,737 Total liabilities and partners’ capital $ 2,391,311 $ — $ 2,863,957 $ 251,650 $ (2,644,716 ) $ 2,862,202 Condensed Consolidating Statement of Operations Year Ended December 31, 2014 Genesis Energy, L.P. (Parent and Co-Issuer) Genesis Energy Finance Corporation (Co-Issuer) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Genesis Energy, L.P. Consolidated REVENUES: Pipeline transportation services $ — $ — $ 61,686 $ 24,767 $ — $ 86,453 Refinery services — — 202,250 18,289 (13,138 ) 207,401 Marine transportation — — 229,282 — — 229,282 Supply and logistics — — 3,323,028 — — 3,323,028 Total revenues — — 3,816,246 43,056 (13,138 ) 3,846,164 COSTS AND EXPENSES: Supply and logistics costs — — 3,277,052 — — 3,277,052 Marine transportation costs — — 142,793 — — 142,793 Refinery services operating costs — — 117,788 17,393 (13,780 ) 121,401 Pipeline transportation operating costs — — 29,910 857 — 30,767 General and administrative — — 50,692 — — 50,692 Depreciation and amortization — — 88,368 2,540 — 90,908 Total costs and expenses — — 3,706,603 20,790 (13,780 ) 3,713,613 OPERATING INCOME — — 109,643 22,266 642 132,551 Equity in earnings of equity investees — — 43,135 — — 43,135 Equity in earnings of subsidiaries 172,828 — 6,952 — (179,780 ) — Interest (expense) income, net (66,626 ) — 15,662 (15,675 ) — (66,639 ) Income before income taxes 106,202 — 175,392 6,591 (179,138 ) 109,047 Income tax benefit (expense) — — (3,030 ) 185 — (2,845 ) Income from continuing operations 106,202 — 172,362 6,776 (179,138 ) 106,202 NET INCOME $ 106,202 $ — $ 172,362 $ 6,776 $ (179,138 ) $ 106,202 Condensed Consolidating Statement of Operations Year Ended December 31, 2013 Genesis Energy, L.P. (Parent and Co-Issuer) Genesis Energy Finance Corporation (Co-Issuer) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Genesis Energy, L.P. Consolidated REVENUES: Pipeline transportation services $ — $ — $ 60,707 $ 25,801 $ — $ 86,508 Refinery services — — 203,021 17,835 (14,871 ) 205,985 Marine transportation — — 152,542 — — 152,542 Supply and logistics — — 3,689,795 — — 3,689,795 Total revenues — — 4,106,065 43,636 (14,871 ) 4,134,830 COSTS AND EXPENSES: Supply and logistics costs — — 3,649,328 — — 3,649,328 Marine transportation costs — — 104,676 — — 104,676 Refinery services operating costs — — 128,814 16,873 (14,398 ) 131,289 Pipeline transportation operating costs — — 26,087 1,119 — 27,206 General and administrative — — 46,790 — — 46,790 Depreciation and amortization — — 62,194 2,590 — 64,784 Total costs and expenses — — 4,017,889 20,582 (14,398 ) 4,024,073 OPERATING INCOME — — 88,176 23,054 (473 ) 110,757 Equity in earnings of equity investees — — 22,675 — — 22,675 Equity in earnings of subsidiaries 134,616 — 6,913 — (141,529 ) — Interest (expense) income, net (48,507 ) — 16,080 (16,156 ) — (48,583 ) Income before income taxes 86,109 — 133,844 6,898 (142,002 ) 84,849 Income tax benefit (expense) — — (676 ) (169 ) — (845 ) Income from continuing operations 86,109 — 133,168 6,729 (142,002 ) 84,004 Income from discontinued operations — — 2,105 — — 2,105 NET INCOME $ 86,109 $ — $ 135,273 $ 6,729 $ (142,002 ) $ 86,109 Condensed Consolidating Statement of Operations Year Ended December 31, 2012 Genesis Energy, L.P. (Parent and Co-Issuer) Genesis Energy Finance Corporation (Co-Issuer) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Genesis Energy, L.P. Consolidated REVENUES: Pipeline transportation services $ — $ — $ 50,106 $ 26,184 $ — $ 76,290 Refinery services — — 192,083 19,999 (16,065 ) 196,017 Marine transportation — — 118,204 — — 118,204 Supply and logistics — — 2,976,850 — — 2,976,850 Total revenues — — 3,337,243 46,183 (16,065 ) 3,367,361 COSTS AND EXPENSES: Supply and logistics costs — — 2,923,746 — — 2,923,746 Marine transportation costs — — 80,547 — — 80,547 Refinery services operating costs — — 120,095 19,489 (16,107 ) 123,477 Pipeline transportation operating costs — — 21,081 813 — 21,894 General and administrative — — 41,837 — — 41,837 Depreciation and amortization — — 58,554 2,596 — 61,150 Total costs and expenses — — 3,245,860 22,898 (16,107 ) 3,252,651 OPERATING INCOME — — 91,383 23,285 42 114,710 Equity in earnings of equity investees — — 14,345 — — 14,345 Equity in earnings of subsidiaries 137,151 — 7,184 — (144,335 ) — Interest (expense) income, net (40,832 ) — 16,500 (16,591 ) — (40,923 ) Income before income taxes 96,319 — 129,412 6,694 (144,293 ) 88,132 Income tax benefit — — 8,903 302 — 9,205 Income from continuing operations 96,319 — 138,315 6,996 (144,293 ) 97,337 Loss from discontinued operations — — (1,018 ) — — (1,018 ) NET INCOME 96,319 — 137,297 6,996 (144,293 ) 96,319 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2014 Genesis Energy, L.P. (Parent and Co-Issuer) Genesis Energy Finance Corporation (Co-Issuer) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Genesis Energy, L.P. Consolidated Net cash (used in) provided by operating activities $ (148,008 ) $ — $ 591,431 $ 5,296 $ (157,665 ) $ 291,054 CASH FLOWS FROM INVESTING ACTIVITIES: Payments to acquire fixed and intangible assets — — (443,482 ) — — (443,482 ) Cash distributions received from equity investees - return of investment 42,755 — 18,363 — (42,755 ) 18,363 Investments in equity investees (225,725 ) — (40,926 ) — 225,725 (40,926 ) Acquisitions — — (157,000 ) — — (157,000 ) Repayments on loan to non-guarantor subsidiary — — 4,993 — (4,993 ) — Proceeds from asset sales — — 272 — — 272 Other, net — — (1,214 ) — — (1,214 ) Net cash used in investing activities (182,970 ) — (618,994 ) — 177,977 (623,987 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings on senior secured credit facility 1,839,900 — — — — 1,839,900 Repayments on senior secured credit facility (1,872,300 ) — — — — (1,872,300 ) Proceeds from issuance of senior unsecured notes, including premium 350,000 — — — — 350,000 Debt issuance costs (11,896 ) — — — — (11,896 ) Issuance of common units for cash, net 225,725 — 225,725 — (225,725 ) 225,725 Distributions to partners/owners (200,461 ) — (200,462 ) — 200,462 (200,461 ) Other, net (1 ) — 2,561 (4,950 ) 4,951 2,561 Net cash provided by financing activities 330,967 — 27,824 (4,950 ) (20,312 ) 333,529 Net increase (decrease) in cash and cash equivalents (11 ) — 261 346 — 596 Cash and cash equivalents at beginning of period 20 — 8,049 797 — 8,866 Cash and cash equivalents at end of period $ 9 $ — $ 8,310 $ 1,143 $ — $ 9,462 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2013 Genesis Energy, L.P. (Parent and Co-Issuer) Genesis Energy Finance Corporation (Co-Issuer) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Genesis Energy, L.P. Consolidated Net cash (used in) provided by operating activities $ (280,155 ) $ — $ 557,879 $ 5,101 $ (144,439 ) $ 138,386 CASH FLOWS FROM INVESTING ACTIVITIES: Payments to acquire fixed and intangible assets — — (343,119 ) — — (343,119 ) Cash distributions received from equity investees - return of investment 23,963 — 12,432 — (23,963 ) 12,432 Investments in equity investees (263,574 ) — (94,551 ) — 263,574 (94,551 ) Acquisitions — — (230,880 ) — — (230,880 ) Repayments on loan to non-guarantor subsidiary — — 4,512 — (4,512 ) — Proceeds from assets sales — — 1,910 — — 1,910 Other, net — — (1,622 ) — — (1,622 ) Net cash used in investing activities (239,611 ) — (651,318 ) — 235,099 (655,830 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings on senior secured credit facility 1,593,300 — — — — 1,593,300 Repayments on senior secured credit facility (1,510,500 ) — — — — (1,510,500 ) Proceeds from issuance of senior unsecured notes, including premium 350,000 — — — — 350,000 Debt issuance costs (8,157 ) — — — — (8,157 ) Issuance of ownership interests to partners for cash 263,574 — 263,574 — (263,574 ) 263,574 Distributions to partners/owners (168,441 ) — (168,441 ) — 168,441 (168,441 ) Other, net — — (4,748 ) (4,473 ) 4,473 (4,748 ) Net cash provided by (used in) financing activities 519,776 — 90,385 (4,473 ) (90,660 ) 515,028 Net increase (decrease) in cash and cash equivalents 10 — (3,054 ) 628 — (2,416 ) Cash and cash equivalents at beginning of period 10 — 11,103 169 — 11,282 Cash and cash equivalents at end of period $ 20 $ — $ 8,049 $ 797 $ — $ 8,866 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2012 Genesis Energy, L.P. (Parent and Co-Issuer) Genesis Energy Finance Corporation (Co-Issuer) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Genesis Energy, L.P. Consolidated Net cash (used in) provided by operating activities $ (70,083 ) $ — $ 371,256 $ 2,602 $ (114,471 ) $ 189,304 CASH FLOWS FROM INVESTING ACTIVITIES: Payments to acquire fixed and intangible assets — — (146,296 ) (160 ) — (146,456 ) Cash distributions received from equity investees - return of investment 27,878 — 14,909 — (27,878 ) 14,909 Investments in equity investees (169,421 ) — (63,749 ) — 169,421 (63,749 ) Acquisitions — — (205,576 ) — — (205,576 ) Repayments on loan to non-guarantor subsidiary — — 4,078 — (4,078 ) — Proceeds from asset sales — — 773 — — 773 Other, net — — (1,508 ) — — (1,508 ) Net cash used in investing activities (141,543 ) — (397,369 ) (160 ) 137,465 (401,607 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings on senior secured credit facility 1,674,400 — — — — 1,674,400 Repayments on senior secured credit facility (1,583,700 ) — — — — (1,583,700 ) Proceeds from issuance of senior unsecured notes 101,000 — — — — 101,000 Debt issuance costs (7,105 ) — — — — (7,105 ) Issuance of ownership interests to partners for cash 169,421 — 169,421 — (169,421 ) 169,421 Distributions to partners/owners (142,383 ) — (142,383 ) — 142,383 (142,383 ) Other, net — — 1,135 (4,044 ) 4,044 1,135 Net cash provided by financing activities 211,633 — 28,173 (4,044 ) (22,994 ) 212,768 Net increase in cash and cash equivalents 7 — 2,060 (1,602 ) — 465 Cash and cash equivalents at beginning of period 3 — 9,043 1,771 — 10,817 Cash and cash equivalents at end of period $ 10 $ — $ 11,103 $ 169 $ — $ 11,282 |