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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Delaware76-0513049
(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.)
919 Milam, Suite 2100,Houston, TX77002
(Address of principal executive offices)(Zip code)
Registrant’s telephone number, including area code: (713) 860-2500

Page
PART I. FINANCIAL INFORMATION
Item 1.Financial Statements3
Unaudited Condensed Consolidated Balance Sheets3
Unaudited Condensed Consolidated Statements of Operations 4
Unaudited Condensed Consolidated Statements of Partners’ Capital 5
Unaudited Condensed Consolidated Statements of Cash Flows6
Notes to Unaudited Condensed Consolidated Financial Statements7
1. Organization and Basis of Presentation and Consolidation7
2. Recent Accounting Developments 8
3. Acquisition and Divestiture8
4. Inventories10
5. Fixed Assets11
6. Equity Investees12
7. Intangible Assets14
8. Debt15
9. Partners' Capital, Mezzanine Equity and Distributions15
10. Net Income Per Common Unit
11. Business Segment Information19
12. Transactions with Related Parties21
13. Supplemental Cash Flow Information22
14. Derivatives23
15. Fair-Value Measurements26
16. Commitments and Contingencies27
17. Condensed Consolidating Financial Information29
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations38
Item 3.Quantitative and Qualitative Disclosures about Market Risk58
Item 4.Controls and Procedures58
PART II. OTHER INFORMATION
Item 1.Legal Proceedings59
Item 1A.Risk Factors59
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds59
Item 3.Defaults upon Senior Securities59
Item 4.Mine Safety Disclosures59
Item 5.Other Information59
Item 6.Exhibits59
SIGNATURES61
September 30, 2017December 31, 2016
ASSETS
CURRENT ASSETS:
Cash and cash equivalents$9,694
$7,029
Accounts receivable - trade, net437,039
224,682
Inventories98,558
98,587
Other45,533
29,271
Total current assets590,824
359,569
FIXED ASSETS, at cost5,522,292
4,763,396
Less: Accumulated depreciation(681,900)(548,532)
Net fixed assets4,840,392
4,214,864
MINERAL LEASEHOLDS, net622,756

NET INVESTMENT IN DIRECT FINANCING LEASES, net of unearned income127,248
132,859
EQUITY INVESTEES383,191
408,756
INTANGIBLE ASSETS, net of amortization187,441
204,887
GOODWILL325,046
325,046
OTHER ASSETS, net of amortization60,736
56,611
TOTAL ASSETS$7,137,634
$5,702,592
LIABILITIES AND CAPITAL
CURRENT LIABILITIES:
Accounts payable - trade$203,717
$119,841
Accrued liabilities160,294
140,962
Total current liabilities364,011
260,803
SENIOR SECURED CREDIT FACILITY1,372,500
1,278,200
SENIOR UNSECURED NOTES, net of debt issuance costs2,358,049
1,813,169
DEFERRED TAX LIABILITIES26,399
25,889
OTHER LONG-TERM LIABILITIES256,462
204,481
Total liabilities4,377,421
3,582,542
MEZZANINE CAPITAL:
Series A Convertible Preferred Units, 22,249,494 issued and outstanding at September 30, 2017691,708

PARTNERS’ CAPITAL:
Common unitholders, 122,579,218 and 117,979,218 units issued and outstanding at September 30, 2017 and December 31, 2016, respectively2,077,393
2,130,331
Noncontrolling interests(8,888)(10,281)
Total partners' capital2,068,505
2,120,050
TOTAL LIABILITIES, MEZZANINE CAPITAL AND PARTNERS’ CAPITAL$7,137,634
$5,702,592
Three Months Ended
September 30,
Nine Months Ended
September 30,
2017201620172016
REVENUES:
Offshore pipeline transportation services80,671
89,717
243,437
244,837
Sodium minerals and sulfur services109,765
45,725
197,879
129,585
Marine transportation48,534
55,285
152,038
159,930
Onshore facilities and transportation247,144
269,323
714,974
750,088
Total revenues486,114
460,050
1,308,328
1,284,440
COSTS AND EXPENSES:
Onshore facilities and transportation product costs202,047
230,229
582,535
620,620
Onshore facilities and transportation operating costs23,982
22,476
80,160
71,974
Marine transportation operating costs35,789
38,490
111,980
105,942
Sodium minerals and sulfur services operating costs79,365
25,077
133,335
67,641
Offshore pipeline transportation operating costs18,690
23,122
54,682
63,732
General and administrative19,409
11,212
38,723
34,716
Depreciation, depletion and amortization63,732
54,265
176,453
156,800
Gain on sale of assets

(26,684)
Total costs and expenses443,014
404,871
1,151,184
1,121,425
OPERATING INCOME43,100
55,179
157,144
163,015
Equity in earnings of equity investees13,044
12,488
34,805
35,362
Interest expense(47,388)(34,735)(122,117)(104,657)
Other expense(2,276)
(2,276)
Income before income taxes6,480
32,932
67,556
93,720
Income tax expense(320)(949)(878)(2,959)
NET INCOME6,160
31,983
66,678
90,761
Net loss attributable to noncontrolling interests152
118
457
370
NET INCOME ATTRIBUTABLE TO GENESIS ENERGY, L.P.$6,312
$32,101
$67,135
$91,131
Less: Accumulated distributions attributable to Series A Convertible Preferred Units(5,469)
(5,469)
NET INCOME AVAILABLE TO COMMON UNITHOLDERS$843
$32,101
$61,666
$91,131
NET INCOME PER COMMON UNIT (Note 10):
Basic and Diluted$0.01
$0.28
$0.51
$0.81
WEIGHTED AVERAGE OUTSTANDING COMMON UNITS:
Basic and Diluted122,579
115,718
121,198
111,906
Number ofCommon UnitsPartners’ CapitalNoncontrolling InterestTotal
Partners’ capital, January 1, 2017117,979
$2,130,331
$(10,281)$2,120,050
Net income (loss)
67,135
(457)66,678
Cash distributions to partners
(260,586)
(260,586)
Cash contributions from noncontrolling interests

1,850
1,850
Issuance of common units for cash, net4,600
140,513

140,513
Partners' capital, September 30, 2017122,579
$2,077,393
$(8,888)$2,068,505
Number ofCommon UnitsPartners’ CapitalNoncontrolling InterestTotal
Partners’ capital, January 1, 2016109,979
$2,029,101
$(8,350)$2,020,751
Net income (loss)
91,131
(370)90,761
Cash distributions to partners
(227,454)
(227,454)
Issuance of common units for cash, net8,000
298,051

298,051
Partners' capital, September 30, 2016117,979
$2,190,829
$(8,720)$2,182,109
Nine Months Ended
September 30,
20172016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income$66,678
$90,761
Adjustments to reconcile net income to net cash provided by operating activities -
Depreciation, depletion and amortization176,453
156,800
Provision for leased items no longer in use12,589

Gain on sale of assets(26,684)
Amortization of debt issuance costs and discount8,154
7,563
Amortization of unearned income and initial direct costs on direct financing leases(10,374)(10,856)
Payments received under direct financing leases15,501
15,501
Equity in earnings of investments in equity investees(34,805)(35,362)
Cash distributions of earnings of equity investees45,854
49,528
Non-cash effect of equity-based compensation plans(5,524)6,102
Deferred and other tax liabilities508
2,058
Unrealized loss on derivative transactions3,040
742
Other, net(7,338)8,967
Net changes in components of operating assets and liabilities (Note 13)(26,262)(63,407)
Net cash provided by operating activities217,790
228,397
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments to acquire fixed and intangible assets(182,653)(363,218)
Cash distributions received from equity investees - return of investment14,517
16,652
Acquisitions(1,325,759)(25,394)
Contributions in aid of construction costs124
12,208
Proceeds from asset sales39,204
3,303
Other, net
185
Net cash used in investing activities(1,454,567)(356,264)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on senior secured credit facility1,247,700
883,600
Repayments on senior secured credit facility(1,153,400)(831,600)
Proceeds from issuance of senior unsecured notes550,000

Proceeds from issuance of Series A convertible preferred units, net729,958

Debt issuance costs(17,808)(1,578)
Issuance of common units for cash, net140,513
298,051
Contributions from noncontrolling interests1,850

Distributions to common unitholders(260,586)(227,454)
Other, net1,215
(600)
Net cash provided by financing activities1,239,442
120,419
Net increase (decrease) in cash and cash equivalents2,665
(7,448)
Cash and cash equivalents at beginning of period7,029
10,895
Cash and cash equivalents at end of period$9,694
$3,447
Sodium minerals and sulfur services involving trona and trona-based exploring, mining, processing, producing, marketing and selling activities, as well as processing of high sulfur (or “sour”) gas streams for refineries to remove the sulfur, and selling the related by-product, sodium hydrosulfide (or “NaHS”, commonly pronounced "nash");
Marine transportation to provide waterborne transportation of petroleum products and crude oil throughout North America; and
Accounts receivable138,291
Inventories31,944
Other current assets13,947
Fixed assets617,878
Mineral leaseholds623,137
Accounts payable(51,534)
Other current liabilities(29,870)
Other long-term liabilities(18,793)
Total Purchase Price$1,325,000
Three Months Ended
September 30,
Nine Months Ended
September 30,
2017201620172016
Pro forma consolidated financial operating results:
Revenues $615,275
$653,749
$1,829,389
$1,872,939
Net Income Attributable to Genesis Energy, L.P.10,978
31,400
59,314
78,113
Net Income Available to Common Unitholders(5,276)15,943
10,939
31,853
Basic and diluted earnings per common unit:
As reported net income per common unit$0.01
$0.28
$0.51
$0.81
Pro forma net income per common unit$(0.04)$0.14
$0.09
$0.28
September 30,
2017
December 31,
2016
Petroleum products$2,618
$11,550
Crude oil46,035
73,133
Caustic soda5,381
4,593
NaHS11,176
9,304
Raw materials - Alkali Operations4,560

Work-in-process - Alkali Operations4,751

Finished goods, net - Alkali Operations14,197

Materials and supplies, net - Alkali Operations9,840

Other
7
Total$98,558
$98,587
September 30,
2017
December 31,
2016
Crude oil pipelines and natural gas pipelines and related assets$3,004,618
$2,901,202
Alkali facilities, machinery, and equipment617,878

Onshore facilities, machinery, and equipment757,874
427,658
Transportation equipment17,995
17,543
Marine vessels898,582
863,199
Land, buildings and improvements103,774
55,712
Office equipment, furniture and fixtures9,681
9,654
Construction in progress58,069
440,225
Other53,821
48,203
Fixed assets, at cost5,522,292
4,763,396
Less: Accumulated depreciation(681,900)(548,532)
Net fixed assets$4,840,392
$4,214,864
September 30,
2017
Mineral leaseholds623,137
Less: Accumulated depletion(381)
Mineral leaseholds, net$622,756
Three Months Ended
September 30,
Nine Months Ended
September 30,
2017201620172016
Depreciation expense$57,117
$46,909
$157,438
$135,428
Depletion Expense381

381

ARO liability balance, December 31, 2016$213,726
Accretion expense8,257
Change in estimate7,875
Acquisitions2,444
Divestitures(7,649)
Settlements(21,252)
Other240
ARO liability balance, September 30, 2017$203,641
Remainder of2017$2,741
2018$9,686
2019$8,782
2020$9,378
2021$10,014
Three Months Ended
September 30,
Nine Months Ended
September 30,
2017201620172016
Genesis’ share of operating earnings$16,986
$16,444
$46,631
$47,281
Amortization of excess purchase price(3,942)(3,956)(11,826)(11,919)
Net equity in earnings$13,044
$12,488
$34,805
$35,362
Distributions received$20,180
$21,551
$60,371
$66,180
September 30,
2017
December 31,
2016
BALANCE SHEET DATA:
Assets
Current assets$18,638
$17,111
Fixed assets, net221,123
232,736
Other assets1,282
861
Total assets$241,043
$250,708
Liabilities and equity
Current liabilities$20,683
$20,727
Other liabilities231,469
219,644
Equity(11,109)10,337
Total liabilities and equity$241,043
$250,708
Three Months Ended
September 30,
Nine Months Ended
September 30,
2017201620172016
INCOME STATEMENT DATA:
Revenues$30,597
$31,219
$88,003
$90,658
Operating income$22,334
$23,107
$63,159
$68,166
Net income$20,739
$21,921
$58,754
$64,670
September 30, 2017December 31, 2016
GrossCarryingAmountAccumulatedAmortizationCarryingValueGrossCarryingAmountAccumulatedAmortizationCarryingValue
Sodium minerals and sulfur services:
Customer relationships$94,654
$91,809
$2,845
$94,654
$89,756
$4,898
Licensing agreements38,678
35,947
2,731
38,678
34,204
4,474
Segment total133,332
127,756
5,576
133,332
123,960
9,372
Onshore Facilities & Transportation:
Customer relationships35,430
34,731
699
35,430
33,676
1,754
Intangibles associated with lease13,260
4,815
8,445
13,260
4,459
8,801
Segment total48,690
39,546
9,144
48,690
38,135
10,555
Marine contract intangibles27,000
10,350
16,650
27,000
6,300
20,700
Offshore pipeline contract intangibles158,101
18,029
140,072
158,101
11,788
146,313
Other28,747
12,748
15,999
28,569
10,622
17,947
Total$395,870
$208,429
$187,441
$395,692
$190,805
$204,887
Remainder of2017$5,919
2018$21,506
2019$17,171
2020$16,237
2021$10,627
September 30, 2017December 31, 2016
PrincipalUnamortized Discount and Debt Issuance Costs (1)Net ValuePrincipalUnamortized Discount and Debt Issuance Costs (1)Net Value
Senior secured credit facility $1,372,500
$
$1,372,500
$1,278,200
$
$1,278,200
5.750% senior unsecured notes due February 2021350,000
3,399
346,601
350,000
4,163
345,837
6.750% senior unsecured notes due August 2022750,000
16,889
733,111
750,000
19,296
730,704
6.000% senior unsecured notes due May 2023400,000
5,958
394,042
400,000
6,758
393,242
5.625% senior unsecured notes due June 2024350,000
5,941
344,059
350,000
6,614
343,386
6.500% senior unsecured notes due October 2025550,000
9,764
540,236



Total long-term debt$3,772,500
$41,951
$3,730,549
$3,128,200
$36,831
$3,091,369
Distribution ForDate PaidPer UnitAmountTotalAmount
2016
1st QuarterMay 13, 2016$0.6725
$73,961
2nd QuarterAugust 12, 2016$0.6900
$81,406
3rd QuarterNovember 14, 2016$0.7000
$82,585
4th QuarterFebruary 14, 2017$0.7100
$83,765
2017
1st QuarterMay 15, 2017$0.7200
$88,257
2nd QuarterAugust 14, 2017$0.7225
$88,563
3rd QuarterNovember 14, 2017(1)$0.5000
$61,290
Three Months Ended
September 30,
Nine Months Ended
September 30,
2017201620172016
Net Income Attributable to Genesis Energy L.P.$6,312
32,101
$67,135
$91,131
Less: Accumulated distributions attributable to Series A Convertible Preferred Units(5,469)
(5,469)
Net Income Available to Common Unitholders$843
$32,101
$61,666
$91,131
Weighted Average Outstanding Units122,579
115,718
121,198
111,906
Basic and Diluted Net Income per Common Unit$0.01
$0.28
$0.51
$0.81
Offshore pipeline transportation – offshore pipeline transportation and processing of crude oil and natural gas in the Gulf of Mexico;
Sodium minerals and sulfur services – trona and trona-based exploring, mining, processing, producing, marketing and selling activities, as well as processing high sulfur (or “sour”) gas streams as part of refining operations to remove the sulfur and selling the related by-product, NaHS;
Onshore facilities and transportation – terminalling, blending, storing, marketing and transporting crude oil, petroleum products (primarily fuel oil, asphalt, and other heavy refined products) and CO2.
Marine transportation – marine transportation to provide waterborne transportation of petroleum products and crude oil throughout North America; and
Offshore Pipeline TransportationSodium Minerals & Sulfur ServicesMarine TransportationOnshore Facilities & TransportationTotal
Three Months Ended September 30, 2017
Segment margin (a)$78,228
$30,031
$12,649
$25,606
$146,514
Capital expenditures (b)$2,356
$1,330,947
$23,831
$26,578
$1,383,712
Revenues:
External customers$80,671
$111,756
$46,084
$247,603
$486,114
Intersegment (c)
(1,991)2,450
(459)
Total revenues of reportable segments$80,671
$109,765
$48,534
$247,144
$486,114
Three Months Ended September 30, 2016
Segment margin (a)$86,557
$20,526
$16,697
$17,560
$141,340
Capital expenditures (b)$3,977
$488
$26,937
$85,348
$116,750
Revenues:
External customers$89,717
$48,069
$53,573
$268,691
$460,050
Intersegment (c)
(2,344)1,712
632

Total revenues of reportable segments$89,717
$45,725
$55,285
$269,323
$460,050
Nine Months Ended September 30, 2017
Segment Margin (a)$243,528
$63,864
$39,768
$71,999
$419,159
Capital expenditures (b)$8,498
$1,331,892
$44,496
$115,663
$1,500,549
Revenues:
External customers$244,653
$204,237
$143,599
$715,839
$1,308,328
Intersegment (c)(1,216)(6,358)8,439
(865)
Total revenues of reportable segments$243,437
$197,879
$152,038
$714,974
$1,308,328
Nine Months Ended September 30, 2016
Segment Margin (a)$249,457
$61,586
$53,695
$63,969
$428,707
Capital expenditures (b)$35,175
$1,645
$62,928
$258,681
$358,429
Revenues:
External customers$242,672
$136,437
$155,197
$750,134
$1,284,440
Intersegment (c)2,165
(6,852)4,733
(46)
Total revenues of reportable segments$244,837
$129,585
$159,930
$750,088
$1,284,440
September 30,
2017
December 31,
2016
Offshore pipeline transportation$2,507,540
$2,575,335
Sodium minerals and sulfur services1,826,815
395,043
Onshore facilities and transportation1,939,355
1,875,403
Marine transportation811,870
813,722
Other assets52,054
43,089
Total consolidated assets7,137,634
5,702,592
(b)Capital expenditures include maintenance and growth capital expenditures, such as fixed asset additions (including enhancements to existing facilities and construction of growth projects) as well as acquisitions of businesses and contributions to equity investees related to same.
(c)Intersegment sales were conducted under terms that we believe were no more or less favorable than then-existing market conditions.
Three Months Ended
September 30,
Nine Months Ended
September 30,
2017201620172016
Total Segment Margin$146,514
$141,340
$419,159
$428,707
Corporate general and administrative expenses(18,230)(10,420)(33,694)(32,269)
Depreciation, depletion, amortization and accretion(66,436)(57,103)(184,213)(168,491)
Interest expense(47,388)(34,735)(122,117)(104,657)
Adjustment to exclude distributable cash generated by equity investees not included in income and include equity in investees net income (1)(7,136)(9,063)(25,566)(30,818)
Non-cash items not included in Segment Margin(4,788)993
(6,218)(3,366)
Cash payments from direct financing leases in excess of earnings(1,751)(1,586)(5,127)(4,645)
Differences in timing of cash receipts for certain contractual arrangements (2)5,847
3,624
11,694
9,629
Gain on sale of assets

26,684

Non-cash provision for leased items no longer in use


(12,589)
Income tax expense(320)(949)(878)(2,959)
Net income attributable to Genesis Energy, L.P.$6,312
$32,101
$67,135
$91,131
(1)Includes distributions attributable to the quarter and received during or promptly following such quarter.
(2)Certain cash payments received from customers under certain of our minimum payment obligation contracts are not recognized as revenue under GAAP in the period in which such payments are received.
Three Months Ended
September 30,
Nine Months Ended
September 30,
2017201620172016
Revenues:
Sales of CO2 to Sandhill Group, LLC (1)$750
$878
$2,153
$2,366
Revenues from services and fees to Poseidon Oil Pipeline Company, LLC (2)3,170
1,979
9,236
5,935
Revenues from product sales to ANSAC31,774

31,774

Costs and expenses:
Amounts paid to our CEO in connection with the use of his aircraft$165
$165
$495
$495
Charges for services from Poseidon Oil Pipeline Company, LLC (2)254
251
744
749
Charges for services from ANSAC454

454

September 30,
2017
Receivables:
ANSAC$59,406
Payables:
ANSAC$1,317
Nine Months Ended
September 30,
20172016
(Increase) decrease in:
Accounts receivable$(79,938)$11,029
Inventories31,973
(26,215)
Deferred charges(293)(5,291)
Other current assets(2,769)5,184
Increase (decrease) in:
Accounts payable32,896
(27,213)
Accrued liabilities(8,131)(20,901)
Net changes in components of operating assets and liabilities(26,262)(63,407)
Sell (Short)ContractsBuy (Long)Contracts
Designated as hedges under accounting rules:
Crude oil futures:
Contract volumes (1,000 bbls)694

Weighted average contract price per bbl$48.03
$
Not qualifying or not designated as hedges under accounting rules:
Crude oil futures:
Contract volumes (1,000 bbls)482
322
Weighted average contract price per bbl$50.17
$50.76
Diesel futures:
Contract volumes (1,000 bbls)11
11
Weighted average contract price per bbl$1.71
$1.76
NYM RBOB Gas futures:
Contract volumes (42,000 gallons)
4
Weighted average contract price per gallon$
$1.59
Fuel oil futures:
Contract volumes (1,000 bbls)175
70
Weighted average contract price per bbl$48.10
$48.51
Crude oil options:
Contract volumes (1,000 bbls)50
20
Weighted average premium received$0.63
$0.19
Unaudited Condensed Consolidated Balance Sheets LocationFair Value
September 30,
2017
December 31,
2016
Asset Derivatives:
Commodity derivatives - futures and call options (undesignated hedges):
Gross amount of recognized assetsCurrent Assets - Other$503
$443
Gross amount offset in the Unaudited Condensed Consolidated Balance SheetsCurrent Assets - Other(503)(443)
Net amount of assets presented in the Unaudited Condensed Consolidated Balance Sheets related to commodity derivatives$
$
Commodity derivatives - futures and call options (designated hedges):
Gross amount of recognized assetsCurrent Assets - Other$43
$3,321
Gross amount offset in the Unaudited Condensed Consolidated Balance SheetsCurrent Assets - Other(43)(3,321)
Net amount of assets presented in the Unaudited Condensed Consolidated Balance Sheets related to commodity derivatives$
$
Liability Derivatives:
Preferred Distribution Rate Reset Election (2)Other long-term liabilities(36,726)
Commodity derivatives - futures and call options (undesignated hedges):
Gross amount of recognized liabilitiesCurrent Assets - Other (1)$(1,167)$(1,772)
Gross amount offset in the Unaudited Condensed Consolidated Balance SheetsCurrent Assets - Other (1)1,167
1,772
Net amount of liabilities presented in the Unaudited Condensed Consolidated Balance Sheets related to commodity derivatives$
$
Commodity derivatives - futures and call options (designated hedges):
Gross amount of recognized liabilitiesCurrent Assets - Other (1)$(2,643)$(9,506)
Gross amount offset in the Unaudited Condensed Consolidated Balance SheetsCurrent Assets - Other (1)2,459
7,589
Net amount of liabilities presented in the Unaudited Condensed Consolidated Balance Sheets related to commodity derivatives$(184)$(1,917)
Amount of Gain (Loss) Recognized in Income
Unaudited Condensed Consolidated Statements of Operations LocationThree Months Ended
September 30,
Nine Months Ended
September 30,
2017201620172016
Commodity derivatives - futures and call options:
Contracts designated as hedges under accounting guidanceOnshore facilities and transportation product costs$(3,399)$1,672
$8,433
$(8,279)
Contracts not considered hedges under accounting guidanceOnshore facilities and transportation product costs(1,329)(262)650
(3,744)
Total commodity derivatives$(4,728)$1,410
$9,083
$(12,023)
Preferred Distribution Rate Reset ElectionOther expense$(2,276)$
$(2,276)$
(1)Level 1 fair values are based on observable inputs such as quoted prices in active markets for identical assets and liabilities;
(2)Level 2 fair values are based on pricing inputs other than quoted prices in active markets for identical assets and liabilities and are either directly or indirectly observable as of the measurement date; and
(3)Level 3 fair values are based on unobservable inputs in which little or no market data exists.
Fair Value atFair Value at
September 30, 2017December 31, 2016
Recurring Fair Value MeasuresLevel 1Level 2Level 3Level 1Level 2Level 3
Commodity derivatives:
Assets$546
$
$
$3,764
$
$
Liabilities$(3,810)$


$(11,278)$
$
Preferred Distribution Rate Reset Election$
$
$(36,726)$
$
$
Three Months Ended September 30,Nine Months Ended September 30,
20172017
Beginning Balance
Initial valuation of Preferred Distribution Rate Reset Election(34,450)(34,450)
Net Loss for the period included in earnings(2,276)(2,276)
Ending Balance(36,726)(36,726)
GenesisEnergy, L.P.(Parent andCo-Issuer)GenesisEnergy FinanceCorporation(Co-Issuer)GuarantorSubsidiariesNon-GuarantorSubsidiariesEliminationsGenesisEnergy, L.P.Consolidated
ASSETS
Current assets:
Cash and cash equivalents$6
$
$8,960
$728
$
$9,694
Other current assets75

569,457
11,836
(238)581,130
Total current assets81

578,417
12,564
(238)590,824
Fixed assets, at cost

5,444,707
77,585

5,522,292
Less: Accumulated depreciation

(655,808)(26,092)
(681,900)
Net fixed assets

4,788,899
51,493

4,840,392
Mineral Leaseholds

622,756


622,756
Goodwill

325,046


325,046
Other assets, net15,229

382,916
128,306
(151,026)375,425
Advances to affiliates3,889,517


82,479
(3,971,996)
Equity investees

383,191


383,191
Investments in subsidiaries2,666,281

81,135

(2,747,416)
Total assets$6,571,108
$
$7,162,360
$274,842
$(6,870,676)$7,137,634
LIABILITIES AND CAPITAL
Current liabilities$34,731
$
$321,339
$8,092
$(151)$364,011
Senior secured credit facility1,372,500




1,372,500
Senior unsecured notes2,358,049




2,358,049
Deferred tax liabilities

26,399


26,399
Advances from affiliates

3,971,992

(3,971,992)
Other liabilities36,727

183,552
187,057
(150,874)256,462
Total liabilities3,802,007

4,503,282
195,149
(4,123,017)4,377,421
Mezzanine Capital:
Series A Convertible Preferred Units691,708




691,708
Partners’ capital, common units2,077,393

2,659,078
88,581
(2,747,659)2,077,393
Noncontrolling interests


(8,888)
(8,888)
Total liabilities, mezzanine capital and partners’ capital$6,571,108
$
$7,162,360
$274,842
$(6,870,676)$7,137,634
GenesisEnergy, L.P.(Parent andCo-Issuer)GenesisEnergy FinanceCorporation(Co-Issuer)GuarantorSubsidiariesNon-GuarantorSubsidiariesEliminationsGenesisEnergy, L.P.Consolidated
ASSETS
Current assets:
Cash and cash equivalents$6
$
$6,360
$663
$
$7,029
Other current assets50

340,555
12,237
(302)352,540
Total current assets56

346,915
12,900
(302)359,569
Fixed assets, at cost

4,685,811
77,585

4,763,396
Less: Accumulated depreciation

(524,315)(24,217)
(548,532)
Net fixed assets

4,161,496
53,368

4,214,864
Mineral Leaseholds





Goodwill

325,046


325,046
Other assets, net10,696

390,214
133,980
(140,533)394,357
Advances to affiliates2,650,930


73,295
(2,724,225)
Equity investees

408,756


408,756
Investments in subsidiaries2,594,882

80,735

(2,675,617)
Total assets$5,256,564
$
$5,713,162
$273,543
$(5,540,677)$5,702,592
LIABILITIES AND CAPITAL
Current liabilities$34,864
$
$211,591
$14,505
$(157)$260,803
Senior secured credit facility1,278,200




1,278,200
Senior unsecured notes1,813,169




1,813,169
Deferred tax liabilities

25,889


25,889
Advances from affiliates

2,724,224

(2,724,224)
Other liabilities

165,266
179,592
(140,377)204,481
Total liabilities3,126,233

3,126,970
194,097
(2,864,758)3,582,542
Mezzanine Capital:
Series A Convertible Preferred Units





Partners’ capital, common units2,130,331

2,586,192
89,727
(2,675,919)2,130,331
Noncontrolling interests


(10,281)
(10,281)
Total liabilities, mezzanine capital and partners’ capital$5,256,564
$
$5,713,162
$273,543
$(5,540,677)$5,702,592
GenesisEnergy, L.P.(Parent andCo-Issuer)GenesisEnergy FinanceCorporation(Co-Issuer)GuarantorSubsidiariesNon-GuarantorSubsidiariesEliminationsGenesisEnergy, L.P.Consolidated
REVENUES:
Offshore pipeline transportation services$
$
$80,671
$
$
$80,671
Sodium minerals and sulfur services

109,292
2,069
(1,596)109,765
Marine transportation

48,534


48,534
Onshore facilities and transportation

242,547
4,597

247,144
Total revenues

481,044
6,666
(1,596)486,114
COSTS AND EXPENSES:
Onshore facilities and transportation

225,716
313

226,029
Marine transportation costs

35,789


35,789
Sodium minerals and sulfur services operating costs

78,869
2,092
(1,596)79,365
Offshore pipeline transportation operating costs

17,928
762

18,690
General and administrative

19,409


19,409
Depreciation and amortization

63,107
625

63,732
Gain on sale of assets





Total costs and expenses

440,818
3,792
(1,596)443,014
OPERATING INCOME

40,226
2,874

43,100
Equity in earnings of subsidiaries55,971

(388)
(55,583)
Equity in earnings of equity investees

13,044


13,044
Interest (expense) income, net(47,383)
3,450
(3,455)
(47,388)
Other expense(2,276)



(2,276)
Income before income taxes6,312

56,332
(581)(55,583)6,480
Income tax benefit (expense)

(322)2

(320)
NET INCOME6,312

56,010
(579)(55,583)6,160
Net loss attributable to noncontrolling interest


152

152
NET INCOME ATTRIBUTABLE TO GENESIS ENERGY, L.P.$6,312
$
$56,010
$(427)$(55,583)$6,312
Less: Accumulated distributions attributable to Series A Convertible Preferred Units(5,469)



(5,469)
NET INCOME AVAILABLE TO COMMON UNIT HOLDERS$843
$
$56,010
$(427)$(55,583)$843
GenesisEnergy, L.P.(Parent andCo-Issuer)GenesisEnergy FinanceCorporation(Co-Issuer)GuarantorSubsidiariesNon-GuarantorSubsidiariesEliminationsGenesisEnergy, L.P.Consolidated
REVENUES:
Offshore pipeline transportation services$
$
$89,717


$
$89,717
Sodium minerals and sulfur services

45,262
2,981
(2,518)45,725
Marine transportation

55,285


55,285
Onshore facilities and transportation

264,326
4,997

269,323
Total revenues

454,590
7,978
(2,518)460,050
COSTS AND EXPENSES:
Onshore facilities and transportation costs

252,450
255

252,705
Marine transportation costs

38,490


38,490
Sodium minerals and sulfur services operating costs

24,577
3,018
(2,518)25,077
Offshore pipeline transportation operating costs

22,533
589

23,122
General and administrative

11,212


11,212
Depreciation and amortization

53,640
625

54,265
Total costs and expenses

402,902
4,487
(2,518)404,871
OPERATING INCOME

51,688
3,491

55,179
Equity in earnings of subsidiaries66,811

28

(66,839)
Equity in earnings of equity investees

12,488


12,488
Interest (expense) income, net(34,710)
3,595
(3,620)
(34,735)
Other expense





Income before income taxes32,101

67,799
(129)(66,839)32,932
Income tax expense

(949)

(949)
NET INCOME32,101

66,850
(129)(66,839)31,983
Net loss attributable to noncontrolling interest


118

118
NET INCOME ATTRIBUTABLE TO GENESIS ENERGY, L.P.$32,101
$
$66,850
$(11)$(66,839)$32,101
Less: Accumulated distributions attributable to Series A Convertible Preferred Units





NET INCOME AVAILABLE TO COMMON UNIT HOLDERS$32,101
$
$66,850
$(11)$(66,839)$32,101
GenesisEnergy, L.P.(Parent andCo-Issuer)GenesisEnergy FinanceCorporation(Co-Issuer)GuarantorSubsidiariesNon-GuarantorSubsidiariesEliminationsGenesisEnergy, L.P.Consolidated
REVENUES:
Offshore pipeline transportation services$
$
$243,437
$
$
$243,437
Sodium minerals and sulfur services

197,321
5,968
(5,410)197,879
Marine transportation

152,038


152,038
Onshore facilities and transportation

700,908
14,066

714,974
Total revenues

1,293,704
20,034
(5,410)1,308,328
COSTS AND EXPENSES:
Onshore facilities and transportation costs

661,842
853

662,695
Marine transportation costs

111,980


111,980
Sodium minerals and sulfur services operating costs

132,608
6,137
(5,410)133,335
Offshore pipeline transportation operating costs

52,396
2,286

54,682
General and administrative

38,723


38,723
Depreciation and amortization

174,578
1,875

176,453
Gain on sale of assets

(26,684)

(26,684)
Total costs and expenses

1,145,443
11,151
(5,410)1,151,184
OPERATING INCOME

148,261
8,883

157,144
Equity in earnings of subsidiaries191,471

(1,033)
(190,438)
Equity in earnings of equity investees

34,805


34,805
Interest (expense) income, net(122,060)
10,436
(10,493)
(122,117)
Other expense(2,276)



(2,276)
Income before income taxes67,135

192,469
(1,610)(190,438)67,556
Income tax expense

(880)2

(878)
NET INCOME67,135

191,589
(1,608)(190,438)66,678
Net loss attributable to noncontrolling interest


457

457
NET INCOME ATTRIBUTABLE TO GENESIS ENERGY, L.P.$67,135
$
$191,589
$(1,151)$(190,438)$67,135
Less: Accumulated distributions attributable to Series A Convertible Preferred Units(5,469)



$(5,469)
NET INCOME AVAILABLE TO COMMON UNIT HOLDERS$61,666
$
$191,589
$(1,151)$(190,438)$61,666
GenesisEnergy, L.P.(Parent andCo-Issuer)GenesisEnergy FinanceCorporation(Co-Issuer)GuarantorSubsidiariesNon-GuarantorSubsidiariesEliminationsGenesisEnergy, L.P.Consolidated
REVENUES:
Offshore pipeline transportation services$
$
$244,837


$
$244,837
Sodium minerals and sulfur services

129,671
5,499
(5,585)129,585
Marine transportation

159,930


159,930
Onshore facilities and transportation

734,560
15,528

750,088
Total revenues

1,268,998
21,027
(5,585)1,284,440
COSTS AND EXPENSES:
Onshore facilities and transportation costs

691,763
831

692,594
Marine transportation costs

105,942


105,942
Sodium minerals and sulfur services operating costs

67,190
6,036
(5,585)67,641
Offshore pipeline transportation operating costs

61,882
1,850

63,732
General and administrative

34,716


34,716
Depreciation and amortization

154,925
1,875

156,800
Total costs and expenses

1,116,418
10,592
(5,585)1,121,425
OPERATING INCOME

152,580
10,435

163,015
Equity in earnings of subsidiaries195,674

(50)
(195,624)
Equity in earnings of equity investees

35,362


35,362
Interest (expense) income, net(104,543)
10,861
(10,975)
(104,657)
Other expense





Income before income taxes91,131

198,753
(540)(195,624)93,720
Income tax (expense) benefit

(2,956)(3)
(2,959)
NET INCOME91,131

195,797
(543)(195,624)90,761
Net loss attributable to noncontrolling interest


370

370
NET INCOME ATTRIBUTABLE TO GENESIS ENERGY, L.P.$91,131
$
$195,797
$(173)$(195,624)$91,131
Less: Accumulated distributions attributable to Series A Convertible Preferred Units




$
NET INCOME AVAILABLE TO COMMON UNIT HOLDERS$91,131
$
$195,797
$(173)$(195,624)$91,131
GenesisEnergy, L.P.(Parent andCo-Issuer)GenesisEnergy FinanceCorporation(Co-Issuer)GuarantorSubsidiariesNon-GuarantorSubsidiariesEliminationsGenesisEnergy, L.P.Consolidated
Net cash provided by operating activities$142,721
$
$333,709
$(8,346)$(250,294)$217,790
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments to acquire fixed and intangible assets

(182,653)

(182,653)
Cash distributions received from equity investees - return of investment

14,517


14,517
Investments in equity investees(140,513)


140,513

Acquisitions

(1,325,759)

(1,325,759)
Intercompany transfers(1,238,585)


1,238,585

Repayments on loan to non-guarantor subsidiary

(159)
159

Contributions in aid of construction costs

124


124
Proceeds from asset sales

39,204


39,204
Other, net





Net cash used in investing activities(1,379,098)
(1,454,726)
1,379,257
(1,454,567)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on senior secured credit facility1,247,700




1,247,700
Repayments on senior secured credit facility(1,153,400)



(1,153,400)
Proceeds from issuance of senior unsecured notes550,000




550,000
Proceeds from issuance of Series A convertible preferred units, net
729,958




729,958
Debt issuance costs(17,808)



(17,808)
Intercompany transfers

1,242,475
(3,890)(1,238,585)
Issuance of common units for cash, net140,513

140,513

(140,513)140,513
Distributions to common unitholders(260,586)
(260,586)
260,586
(260,586)
Contributions from noncontrolling interest


1,850

1,850
Other, net

1,215
10,451
(10,451)1,215
Net cash used in financing activities1,236,377

1,123,617
8,411
(1,128,963)1,239,442
Net increase in cash and cash equivalents

2,600
65

2,665
Cash and cash equivalents at beginning of period6

6,360
663

7,029
Cash and cash equivalents at end of period$6
$
$8,960
$728
$
$9,694
GenesisEnergy, L.P.(Parent andCo-Issuer)GenesisEnergy FinanceCorporation(Co-Issuer)GuarantorSubsidiariesNon-GuarantorSubsidiariesEliminationsGenesisEnergy, L.P.Consolidated
Net cash provided by operating activities$122,884
$
$310,723
$6,781
$(211,991)$228,397
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments to acquire fixed and intangible assets

(363,218)

(363,218)
Cash distributions received from equity investees - return of investment

16,652


16,652
Investments in equity investees(298,051)


298,051

Acquisitions

(25,394)

(25,394)
Intercompany transfers54,148



(54,148)
Repayments on loan to non-guarantor subsidiary

4,526

(4,526)
Contributions in aid of construction costs

12,208


12,208
Proceeds from asset sales

3,303


3,303
Other, net

185


185
Net cash used in investing activities(243,903)
(351,738)
239,377
(356,264)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on senior secured credit facility883,600




883,600
Repayments on senior secured credit facility(831,600)



(831,600)
Debt issuance costs(1,578)



(1,578)
Intercompany transfers

(35,144)(19,004)54,148

Issuance of common units for cash, net298,051

298,051

(298,051)298,051
Distributions to common unitholders(227,454)
(227,454)
227,454
(227,454)
Other, net

(600)10,937
(10,937)(600)
Net cash provided by financing activities121,019

34,853
(8,067)(27,386)120,419
Net decrease in cash and cash equivalents

(6,162)(1,286)
(7,448)
Cash and cash equivalents at beginning of period6

8,288
2,601

10,895
Cash and cash equivalents at end of period$6
$
$2,126
$1,315
$
$3,447
Three Months Ended
September 30,
Nine Months Ended
September 30,
2017201620172016
(in thousands)(in thousands)
Offshore pipeline transportation78,228
86,557
$243,528
$249,457
Sodium minerals and sulfur services30,031
20,526
63,864
61,586
Onshore facilities and transportation25,606
17,560
71,999
63,969
Marine transportation12,649
16,697
39,768
53,695
Total Segment Margin$146,514
$141,340
$419,159
$428,707
Three Months Ended
September 30,
Nine Months Ended
September 30,
2017201620172016
Total Segment Margin$146,514
$141,340
$419,159
$428,707
Corporate general and administrative expenses(18,230)(10,420)(33,694)(32,269)
Depreciation, depletion, amortization and accretion(66,436)(57,103)(184,213)(168,491)
Interest expense(47,388)(34,735)(122,117)(104,657)
Adjustment to exclude distributable cash generated by equity investees not included in income and include equity in investees net income (1)(7,136)(9,063)(25,566)(30,818)
Non-cash items not included in Segment Margin(4,788)993
(6,218)(3,366)
Cash payments from direct financing leases in excess of earnings(1,751)(1,586)(5,127)(4,645)
Gain on sale of assets

26,684

Non-cash provision for leased items no longer in use


(12,589)
Differences in timing of cash receipts for certain contractual arrangements (2)5,847
3,624
11,694
9,629
Income tax expense(320)(949)(878)(2,959)
Net income attributable to Genesis Energy, L.P.$6,312
$32,101
$67,135
$91,131
Three Months Ended
September 30,
Nine Months Ended
September 30,
2017201620172016
(in thousands)(in thousands)
Offshore crude oil pipeline revenue$67,506
$69,759
$204,585
$199,391
Offshore natural gas pipeline revenue13,164
19,957
38,852
45,445
Offshore pipeline operating costs, excluding non-cash expenses(15,979)(20,292)(46,859)(54,463)
Distributions from equity investments (1)19,535
20,880
59,100
64,502
Other (5,998)(3,747)(12,150)(5,418)
Offshore pipeline transportation Segment Margin $78,228
$86,557
$243,528
$249,457
Volumetric Data 100% basis:
Crude oil pipelines (average barrels/day unless otherwise noted):
CHOPS203,697
190,613
220,374
200,753
Poseidon257,093
263,519
258,031
259,446
Odyssey135,787
107,252
122,433
106,622
GOPL (2)8,317
6,287
8,166
5,839
Total crude oil offshore pipelines604,894
567,671
609,004
572,660
Natural gas transportation volumes (MMBtus/d)467,095
775,546
516,974
656,452
Volumetric Data net to our ownership interest (3):
Crude oil pipelines (average barrels/day unless otherwise noted):
CHOPS203,697
190,613
220,374
200,753
Poseidon164,540
168,652
165,140
166,045
Odyssey39,378
31,103
35,506
30,920
GOPL (2)8,317
6,287
8,166
5,839
Total crude oil offshore pipelines415,932
396,655
429,186
403,557
Natural gas transportation volumes (MMBtus/d)189,778
502,792
237,328
374,950
(3)Volumes are the product of our effective ownership interest through the year, including changes in ownership interest, multiplied by the relevant throughput over the given year.
Three Months Ended
September 30,
Nine Months Ended
September 30,
2017201620172016
Volumes sold:
NaHS volumes (Dry short tons "DST")30,381
34,299
95,575
96,116
Soda Ash volumes (short tons sold) (2)336,000

336,000

NaOH (caustic soda) volumes (dry short tons sold) (3)21,746
19,653
55,962
59,802
Total388,127
53,952
487,537
155,918
Revenues (in thousands):
NaHS revenues$33,702
$37,054
$105,209
$103,680
NaOH (caustic soda) revenues11,145
9,872
29,511
28,816
Revenues associated with Alkali Business65,554

65,554

Other revenues1,355
1,143
3,963
3,941
Total external segment revenues$111,756
$48,069
$204,237
$136,437
Segment Margin (in thousands)$30,031
$20,526
$63,864
$61,586
Average index price for NaOH per DST (1)$647
$496
$613
$453
purchasing products from refiners, transporting those products to one of our terminals and blending those products to a quality that meets the requirements of our customers and selling those products (primarily fuel oil, asphalt and other heavy refined products) to wholesale markets.
Three Months Ended
September 30,
Nine Months Ended
September 30,
2017201620172016
(in thousands)(in thousands)
Gathering, marketing, and logistics revenue$229,002
$255,324
$663,988
$701,688
Crude oil and CO2 pipeline tariffs and revenues from direct financing leases of CO2 pipelines17,261
13,219
48,606
44,773
Payments received under direct financing leases not included in income1,751
1,586
5,127
4,645
Crude oil and petroleum products costs, excluding unrealized gains and losses from derivative transactions(202,157)(230,760)(583,123)(621,500)
Operating costs, excluding non-cash charges for equity-based compensation and other non-cash expenses(21,199)(22,591)(64,799)(71,389)
Other948
782
2,200
5,752
Segment Margin$25,606
$17,560
$71,999
$63,969
Volumetric Data (average barrels per day):
Onshore crude oil pipelines:
Texas45,329
11,529
28,418
41,708
Jay13,716
15,119
14,480
14,494
Mississippi8,104
9,503
8,478
10,607
Louisiana (1)130,862
30,814
115,436
26,865
Wyoming 22,204
9,772
19,816
10,003
Onshore crude oil pipelines total220,215
76,737
186,628
103,677
CO2 pipeline (average Mcf/day):
Free State68,363
88,026
73,042
101,157
Crude oil and petroleum products sales:
Total crude oil and petroleum products sales52,082
64,292
49,255
66,725
Rail load/unload volumes (2)42,221
13,091
55,010
13,344
Three Months Ended
September 30,
Nine Months Ended
September 30,
2017201620172016
Revenues (in thousands):
Inland freight revenues$19,666
$22,108
$61,725
$66,402
Offshore freight revenues17,468
23,271
54,912
66,240
Other rebill revenues (1)11,400
9,906
35,401
27,288
Total segment revenues$48,534
$55,285
$152,038
$159,930
Operating costs, excluding non-cash charges for equity-based compensation and other non-cash expenses$35,885
$38,588
$112,270
$106,235
Segment Margin (in thousands)$12,649
$16,697
$39,768
$53,695
Fleet Utilization: (2)
Inland Barge Utilization90.8%87.6%90.5%91.4%
Offshore Barge Utilization99.3%96.2%98.4%91.2%
Three Months Ended
September 30,
Nine Months Ended
September 30,
2017201620172016
(in thousands)(in thousands)
General and administrative expenses not separately identified below:
Corporate$7,456
$7,692
$24,735
$26,068
Segment3,233
1,918
4,809
3,364
Equity-based compensation plan expense(1,875)1,239
(2,330)3,918
Third party costs related to business development activities and growth projects10,595
363
11,509
1,366
Total general and administrative expenses$19,409
$11,212
$38,723
$34,716
Three Months Ended
September 30,
Nine Months Ended
September 30,
2017201620172016
(in thousands)(in thousands)
Depreciation and depletion expense$57,498
$46,909
$157,819
$135,428
Amortization of intangible assets5,879
6,122
17,623
18,154
Amortization of CO2 volumetric production payments355
1,234
1,011
3,218
Total depreciation, depletion and amortization expense$63,732
$54,265
$176,453
$156,800
Three Months Ended
September 30,
Nine Months Ended
September 30,
2017201620172016
(in thousands)(in thousands)
Interest expense, senior secured credit facility (including commitment fees)$13,150
$11,076
$37,307
$31,117
Interest expense, senior unsecured notes33,276
28,609
90,495
85,828
Amortization of debt issuance costs and discount2,894
2,571
8,154
7,563
Capitalized interest(1,932)(7,521)(13,839)(19,851)
Net interest expense$47,388
$34,735
$122,117
$104,657
Nine Months Ended
September 30,
20172016
(in thousands)
Capital expenditures for fixed and intangible assets:
Maintenance capital expenditures:
Offshore pipeline transportation assets$4,093
$1,198
Sodium minerals and sulfur services assets1,616
1,645
Marine transportation assets17,439
11,358
Onshore facilities and transportation assets3,213
9,478
Information technology systems53
404
Total maintenance capital expenditures26,414
24,083
Growth capital expenditures:
Offshore pipeline transportation assets$4,405
$7,777
Sodium minerals and sulfur services assets5,276

Marine transportation assets27,057
51,570
Onshore facilities and transportation assets112,450
249,203
Information technology systems114
6,398
Total growth capital expenditures149,302
314,948
Total capital expenditures for fixed and intangible assets175,716
339,031
Capital expenditures for acquisitions, inclusive of working capital acquired:
Acquisition of Alkali business1,325,000

Acquisition of remaining interest in Deepwater Gateway (1)
26,200
Total business combinations capital expenditures1,325,000
26,200
Capital expenditures related to equity investees

Total capital expenditures$1,500,716
$365,231
(1)Amount represents our purchase price for our purchase of the remaining 50% interest in Deepwater Gateway in the first quarter of 2016.
Three Months Ended
September 30,
20172016
(in thousands)
Net income attributable to Genesis Energy, L.P.$6,312
$32,101
Depreciation, depletion, amortization and accretion66,436
57,103
Cash received from direct financing leases not included in income1,751
1,586
Cash effects of sales of certain assets967
120
Effects of distributable cash generated by equity method investees not included in income7,136
9,063
Expenses related to acquiring or constructing growth capital assets10,595
363
Unrealized loss (gain) on derivative transactions excluding fair value hedges, net of changes in inventory value2,168
(571)
Maintenance capital utilized (1)(3,375)(1,885)
Non-cash tax expense150
649
Differences in timing of cash receipts for certain contractual arrangements (2)(5,847)(3,624)
Other items, net5,514
107
Available Cash before Reserves91,807
95,012
(2)Certain cash payments received from customers under certain of our minimum payment obligation contracts are not recognized as revenue under GAAP in the period in which such payments are received.
Three Months Ended
September 30,
20172016
(in thousands)
Cash Flows from Operating Activities$33,836
$124,725
Adjustments to reconcile net cash flow provided by operating activities to Available Cash before Reserves:
Maintenance capital utilized (1)(3,375)(1,885)
Proceeds from certain asset sales967
120
Amortization and writeoff of debt issuance costs, including premiums and discounts(2,894)(2,571)
Effects of available cash of equity method investees not included in operating cash flows4,194
4,801
Net changes in components of operating assets and liabilities not included in calculation of Available Cash before Reserves34,575
(26,834)
Non-cash effect of equity based compensation expense3,566
(2,047)
Expenses related to acquiring or constructing assets that provide new sources of cash flow10,595
363
Differences in timing of cash receipts for certain contractual arrangements (2)(5,847)(3,624)
Other items, net16,190
1,964
Available Cash before Reserves91,807
95,012
(2)Certain cash payments received from customers under certain of our minimum payment obligation contracts are not recognized as revenue under GAAP in the period in which such payments are received.
(3)the viability of potential projects, including our cash and overall return on alternative capital investments as compared to those of other companies in the midstream energy industry;
(4)the ability of our assets to generate cash sufficient to satisfy certain non-discretionary cash requirements, including interest payments and certain maintenance capital requirements; and
demand for, the supply of, our assumptions about, changes in forecast data for, and price trends related to crude oil, liquid petroleum, natural gas, NaHS, caustic soda and CO2, all of which may be affected by economic activity, capital expenditures by energy producers, weather, alternative energy sources, international events, conservation and technological advances;
our ability to successfully identify and close strategic acquisitions on acceptable terms (including obtaining third-party consents and waivers of preferential rights), develop or construct energy infrastructure assets, make cost saving changes in operations and integrate acquired assets or businesses into our existing operations;
risks inherent in marine transportation and vessel operation, including accidents and discharge of pollutants;
our inability to borrow or otherwise access funds needed for operations, expansions or capital expenditures as a result of our credit agreement and the indentures governing our notes, which contain various affirmative and negative covenants;
cash from operations that we generate could decrease or fail to meet expectations, either of which could reduce our ability to pay quarterly cash distributions at the current level or continue to increase quarterly cash distributions in the future;
our financial and commodity hedging arrangements, which may reduce our earnings, profitability and cash flow;
changes in global economic conditions, including capital and credit markets conditions, inflation and interest rates;
the treatment of us as a corporation for federal income tax purposes or if we become subject to entity-level taxation for state tax purposes; and
the potential that our internal controls may not be adequate, weaknesses may be discovered or remediation of any identified weaknesses may not be successful and the impact these could have on our unit price.

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