Condensed Consolidating Financial Information | 17. Condensed Consolidating Financial Information Our $1.1 billion aggregate principal amount of senior unsecured notes co-issued by Genesis Energy, L.P. and Genesis Energy Finance Corporation are fully and unconditionally guaranteed jointly and severally by all of Genesis Energy, L.P.’s current and future 100% owned domestic subsidiaries, except Genesis Free State Pipeline, LLC, Genesis NEJD Pipeline, LLC and certain other minor subsidiaries. Genesis NEJD Pipeline, LLC is 100% owned by Genesis Energy, L.P., the parent company. The remaining non-guarantor subsidiaries are owned by Genesis Crude Oil, L.P., a guarantor subsidiary. Genesis Energy Finance Corporation has no independent assets or operations. See Note 9 for additional information regarding our consolidated debt obligations. During the second quarter of 2015, the Company took action related to certain non-guarantor subsidiaries that resulted in these subsidiaries previously categorized as non-guarantor subsidiaries becoming wholly owned guarantor subsidiaries. The changes made to guarantor subsidiaries did not impact the Company's previously reported consolidated net operating results, financial position, or cash flows. The condensed consolidating balance sheet as of December 31, 2014 and the condensed consolidating statements of operations for the three and six months ended June 30, 2014 as well as the condensed consolidating statements of cash flows for the six months ended June 30, 2014 have been retrospectively adjusted to reflect these updates to our guarantor subsidiaries as though the subsidiaries had been guarantors in all periods presented. The following is condensed consolidating financial information for Genesis Energy, L.P., the guarantor subsidiaries and the non-guarantor subsidiaries. Unaudited Condensed Consolidating Balance Sheet June 30, 2015 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 $ 6 $ — $ 8,006 $ 707 $ — $ 8,719 Other current assets 1,406,653 — 338,521 50,763 (1,444,886 ) 351,051 Total current assets 1,406,659 — 346,527 51,470 (1,444,886 ) 359,770 Fixed assets, at cost — — 2,045,180 75,466 — 2,120,646 Less: Accumulated depreciation — — (286,734 ) (18,142 ) — (304,876 ) Net fixed assets — — 1,758,446 57,324 — 1,815,770 Goodwill — — 325,046 — — 325,046 Other assets, net 29,677 — 267,482 143,627 (151,500 ) 289,286 Equity investees — — 614,409 — — 614,409 Investments in subsidiaries 1,602,824 — 100,279 — (1,703,103 ) — Total assets $ 3,039,160 $ — $ 3,412,189 $ 252,421 $ (3,299,489 ) $ 3,404,281 LIABILITIES AND PARTNERS’ CAPITAL Current liabilities $ 12,471 $ — $ 1,772,548 $ 2,113 $ (1,445,014 ) $ 342,118 Senior secured credit facility 585,200 — — — — 585,200 Senior unsecured notes 1,100,000 — — — — 1,100,000 Deferred tax liabilities — — 20,005 — — 20,005 Other liabilities — — 15,470 151,331 (151,332 ) 15,469 Total liabilities 1,697,671 — 1,808,023 153,444 (1,596,346 ) 2,062,792 Partners’ capital 1,341,489 — 1,604,166 98,977 (1,703,143 ) 1,341,489 Total liabilities and partners’ capital $ 3,039,160 $ — $ 3,412,189 $ 252,421 $ (3,299,489 ) $ 3,404,281 Unaudited 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 — — 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 facility 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 Unaudited Condensed Consolidating Statement of Operations Three Months Ended June 30, 2015 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 $ — $ — $ 14,378 $ 5,813 $ — $ 20,191 Refinery services — — 45,272 5,859 (4,807 ) 46,324 Marine transportation — — 62,594 — — 62,594 Supply and logistics — — 529,073 (3,966 ) 2,111 527,218 Total revenues — — 651,317 7,706 (2,696 ) 656,327 COSTS AND EXPENSES: Supply and logistics costs — — 517,230 (3,433 ) 2,110 515,907 Marine transportation costs — — 35,286 — — 35,286 Refinery services operating costs — — 25,081 5,526 (4,772 ) 25,835 Pipeline transportation operating costs — — 6,974 (92 ) — 6,882 General and administrative — — 14,861 (29 ) — 14,832 Depreciation and amortization — — 28,249 (44 ) — 28,205 Total costs and expenses — — 627,681 1,928 (2,662 ) 626,947 OPERATING INCOME — — 23,636 5,778 (34 ) 29,380 Equity in earnings of subsidiaries 48,777 — 2,099 — (50,876 ) — Equity in earnings of equity investees — — 18,661 — — 18,661 Interest (expense) income, net (17,887 ) — 3,787 (3,805 ) — (17,905 ) Other income/(expense), net (19,225 ) — 1,696 — — (17,529 ) Income before income taxes 11,665 — 49,879 1,973 (50,910 ) 12,607 Income tax benefit (expense) — — (1,023 ) 81 — (942 ) NET INCOME $ 11,665 $ — $ 48,856 $ 2,054 $ (50,910 ) $ 11,665 Unaudited Condensed Consolidating Statement of Operations Three Months Ended June 30, 2014 Genesis Energy, L.P. (Parent and Co-Issuer) Genesis Energy Finance Corporation (Co-Issuer) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Genesis Energy, L.P. Consolidated REVENUES: Pipeline transportation services $ — $ — $ 16,942 $ 6,250 $ — $ 23,192 Refinery services — — 51,694 4,571 (3,464 ) 52,801 Marine transportation — — 55,948 — — 55,948 Supply and logistics — — 883,108 — — 883,108 Total revenues — — 1,007,692 10,821 (3,464 ) 1,015,049 COSTS AND EXPENSES: Supply and logistics costs — — 872,169 — — 872,169 Marine transportation costs — — 36,905 — — 36,905 Refinery services operating costs — — 30,399 4,212 (3,463 ) 31,148 Pipeline transportation operating costs — — 8,172 211 — 8,383 General and administrative — — 14,696 — — 14,696 Depreciation and amortization — — 19,851 640 — 20,491 Total costs and expenses — — 982,192 5,063 (3,463 ) 983,792 OPERATING INCOME — — 25,500 5,758 (1 ) 31,257 Equity in earnings of subsidiaries 35,214 — 1,796 — (37,010 ) — Equity in earnings of equity investees — — 4,922 — — 4,922 Interest (expense) income, net (14,066 ) — 3,932 (3,935 ) — (14,069 ) Income before income taxes 21,148 — 36,150 1,823 (37,011 ) 22,110 Income tax expense — — (890 ) (72 ) — (962 ) NET INCOME $ 21,148 $ — $ 35,260 $ 1,751 $ (37,011 ) $ 21,148 Unaudited Condensed Consolidating Statement of Operations Six Months Ended June 30, 2015 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 $ — $ — $ 27,792 $ 12,257 $ — $ 40,049 Refinery services — — 90,591 7,971 (6,114 ) 92,448 Marine transportation — — 119,965 — — 119,965 Supply and logistics — — 930,722 — — 930,722 Total revenues — — 1,169,070 20,228 (6,114 ) 1,183,184 COSTS AND EXPENSES: Supply and logistics costs — — 912,064 — — 912,064 Marine transportation costs — — 66,880 — — 66,880 Refinery services operating costs — — 51,300 7,645 (6,083 ) 52,862 Pipeline transportation operating costs — — 13,455 341 — 13,796 General and administrative — — 28,053 — — 28,053 Depreciation and amortization — — 54,045 1,285 — 55,330 Total costs and expenses — — 1,125,797 9,271 (6,083 ) 1,128,985 OPERATING INCOME — — 43,273 10,957 (31 ) 54,199 Equity in earnings of subsidiaries 88,184 — 3,486 — (91,670 ) — Equity in earnings of equity investees — — 34,180 — — 34,180 Interest (expense) income, net (37,079 ) — 7,601 (7,642 ) — (37,120 ) Other income/(expense), net (19,225 ) — 1,696 — — (17,529 ) Income before income taxes 31,880 — 90,236 3,315 (91,701 ) 33,730 Income tax expense — — (1,934 ) 84 — (1,850 ) NET INCOME $ 31,880 $ — $ 88,302 $ 3,399 $ (91,701 ) $ 31,880 Unaudited Condensed Consolidating Statement of Operations Six Months Ended June 30, 2014 Genesis Energy, L.P. (Parent and Co-Issuer) Genesis Energy Finance Corporation (Co-Issuer) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Genesis Energy, L.P. Consolidated REVENUES: Pipeline transportation services $ — $ — $ 31,477 $ 12,635 $ — $ 44,112 Refinery services — — 103,424 10,645 (7,075 ) 106,994 Marine transportation — — 112,241 — — 112,241 Supply and logistics — — 1,771,421 — — 1,771,421 Total revenues — — 2,018,563 23,280 (7,075 ) 2,034,768 COSTS AND EXPENSES: Supply and logistics costs — — 1,748,749 — — 1,748,749 Marine transportation costs — — 72,679 — — 72,679 Refinery services operating costs — — 61,990 10,058 (7,705 ) 64,343 Pipeline transportation operating costs — — 15,408 453 — 15,861 General and administrative — — 26,706 — — 26,706 Depreciation and amortization — — 38,511 1,260 — 39,771 Total costs and expenses — — 1,964,043 11,771 (7,705 ) 1,968,109 OPERATING INCOME — — 54,520 11,509 630 66,659 Equity in earnings of subsidiaries 77,793 — 3,572 — (81,365 ) — Equity in earnings of equity investees — — 12,740 — — 12,740 Interest (expense) income, net (26,870 ) — 7,898 (7,901 ) — (26,873 ) Income before income taxes 50,923 — 78,730 3,608 (80,735 ) 52,526 Income tax benefit (expense) — — (1,477 ) (126 ) — (1,603 ) NET INCOME $ 50,923 $ — $ 77,253 $ 3,482 $ (80,735 ) $ 50,923 Unaudited Condensed Consolidating Statement of Cash Flows Six Months Ended June 30, 2015 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 $ (30,856 ) $ — $ 145,231 $ 2,233 $ (45,506 ) $ 71,102 CASH FLOWS FROM INVESTING ACTIVITIES: Payments to acquire fixed and intangible assets — — (240,646 ) — — (240,646 ) Cash distributions received from equity investees - return of investment 71,787 — 11,490 — (71,787 ) 11,490 Investments in equity investees (197,722 ) — (1,750 ) — 197,722 (1,750 ) Repayments on loan to non-guarantor subsidiary — — 2,692 — (2,692 ) — Proceeds from asset sales — — 2,228 — — 2,228 Other, net — — (729 ) — — (729 ) Net cash provided by (used) in investing activities (125,935 ) — (226,715 ) — 123,243 (229,407 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings on senior secured credit facility 550,500 — — — — 550,500 Repayments on senior secured credit facility (515,700 ) — — — — (515,700 ) Proceeds from issuance of senior unsecured notes 400,000 — — — — 400,000 Repayment of senior unsecured notes (350,000 ) — — — — (350,000 ) Debt issuance costs (8,418 ) — — — — (8,418 ) Issuance of common units for cash, net 197,722 — 197,722 — (197,722 ) 197,722 Distributions to partners/owners (117,316 ) — (117,316 ) — 117,316 (117,316 ) Other, net — — 774 (2,669 ) 2,669 774 Net cash provided by (used in) financing activities 156,788 — 81,180 (2,669 ) (77,737 ) 157,562 Net (decrease) increase in cash and cash equivalents (3 ) — (304 ) (436 ) — (743 ) Cash and cash equivalents at beginning of period 9 — 8,310 1,143 — 9,462 Cash and cash equivalents at end of period $ 6 $ — $ 8,006 $ 707 $ — $ 8,719 Unaudited Condensed Consolidating Statement of Cash Flows Six Months Ended June 30, 2014 Genesis Energy, L.P. (Parent and Co-Issuer) Genesis Energy Finance Corporation (Co-Issuer) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Genesis Energy, L.P. Consolidated Net cash (used in) provided by operating activities $ (175,807 ) $ — $ 351,163 $ 2,672 $ (72,831 ) $ 105,197 CASH FLOWS FROM INVESTING ACTIVITIES: Payments to acquire fixed and intangible assets — — (240,994 ) — — (240,994 ) Cash distributions received from equity investees - return of investment 23,385 — 6,173 — (23,385 ) 6,173 Investments in equity investees — — (14,826 ) — — (14,826 ) Repayments on loan to non-guarantor subsidiary — — 2,433 — (2,433 ) — Proceeds from asset sales — — 133 — — 133 Other, net — — (2,635 ) — — (2,635 ) Net cash used in investing activities 23,385 — (249,716 ) — (25,818 ) (252,149 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings on senior secured credit facility 1,181,200 — — — — 1,181,200 Repayments on senior secured credit facility (1,271,800 ) — — — — (1,271,800 ) Proceeds from issuance of senior unsecured notes 350,000 — — — — 350,000 Debt issuance costs (10,752 ) — — — — (10,752 ) Issuance of common units for cash, net — — — — — — Distributions to partners/owners (96,236 ) — (96,236 ) — 96,236 (96,236 ) Other, net — — — (2,413 ) 2,413 — Net cash provided by (used in) financing activities 152,412 — (96,236 ) (2,413 ) 98,649 152,412 Net (decrease) increase in cash and cash equivalents (10 ) — 5,211 259 — 5,460 Cash and cash equivalents at beginning of period 20 — 8,050 796 — 8,866 Cash and cash equivalents at end of period $ 10 $ — $ 13,261 $ 1,055 $ — $ 14,326 |