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GENESIS ENERGY LP

For the period ended Sep 30, 2024. Filed Oct 31, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Oct 31, 2024

GEL$12.86+3.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-06-30; filed 2024-08-01.

0001022321-24-000072

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2024-09-30; filed 2024-10-31.

0001022321-24-000095

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 205 previous paragraphs and 205 current paragraphs.

148 unchanged; 54 reworded; 3 added; 3 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 14 previous and 14 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (3)

Current report

Offshore pipeline transportation Segment Margin for the first nine months of 2024 decreased $44.4 million, or 15%, from the first nine months of 2023 primarily due to several factors including: (i) an economic step-down in the rate on a certain existing life-of-lease transportation dedication during the 2024 Quarter; (ii) producer underperformance at two of our major host platforms; and (iii) an increase in our operating costs. During the 2024 Quarter, we reached the 10-year anniversary of a certain existing life-of-lease transportation dedication, which resulted in the contractual economic step-down of the associated transportation rate. Beginning in the second quarter of 2024, there was an increase in producer downtime as a result of several wells being shut in due to certain sub-sea operational and technical challenges, which extended through the 2024 Quarter due to delays in well intervention work. The production from these wells impacted our results as they are molecules that we touch multiple times throughout our oil and natural gas pipeline infrastructure.

Current report

In our sulfur services business, we have experienced continued pressure on demand in South America, which has negatively impacted NaHS and caustic soda sales volumes and pricing. In addition, production was impacted by a planned outage at one of our largest and lowest cost host refineries during the 2024 Quarter.

Current report

In our sulfur services business, we have experienced continued pressure on demand in South America, which has negatively impacted NaHS and caustic soda sales pricing.
Removed paragraphs (3)

Previous report

(2)The three and six months ended June 30, 2024 includes the write-off of the unamortized issuance costs associated with the redemption of our 2026 Notes. The three and six months ended June 30,2023 includes the transaction costs associated with the tender and redemption of our 2024 Notes, as well as the write-off of the unamortized issuance costs associated with these notes.

Previous report

In our sulfur services business, we experienced a decrease primarily due to a decline in NaHS and caustic soda pricing as a result of continued pressures on demand in South America. This decrease was partially offset by higher NaHS sales volumes in the 2024 Quarter as we experienced lower production and sales in the 2023 Quarter due to unplanned operational and weather-related outages at several of our host refineries.

Previous report

In our sulfur services business, we experienced a decrease in Segment Margin primarily due to a decrease in NaHS and caustic soda pricing as a result of continued pressures on demand in South America. This decrease was partially offset by higher NaHS sales volumes in the 2024 period as the first six months of 2023 experienced lower than expected production due to multiple factors, including: (i) a slower than expected ramp up in production from the completion of a major turnaround at one of our largest host refineries in the fourth quarter of 2022; and (ii) unplanned operational and weather-related outages at several of our host refineries during the 2023 Quarter.
Reworded paragraphs (54)

Previous wording

We reported Net Loss Attributable to Genesis Energy, L.P. of $8.7 million during the three months ended June 30, 2024 (the “2024 Quarter”) compared to Net Income Attributable to Genesis Energy, L.P. of $49.3 million during the three months ended June 30, 2023 (the “2023 Quarter”).

Current wording

We reported Net Loss Attributable to Genesis Energy, L.P. of $17.2 million during the three months ended September 30, 2024 (the “2024 Quarter”) compared to Net Income Attributable to Genesis Energy, L.P. of $58.1 million during the three months ended September 30, 2023 (the “2023 Quarter”).

Previous wording

Net Loss Attributable to Genesis Energy, L.P. in the 2024 Quarter was primarily impacted by a decrease in Segment Margin of $46.3 million (see “Results of Operations” below for additional details on the results of our operating segments), an increase in interest expense, net, of $9.2 million (see “Results of Operations” below for additional details), and an increase in depreciation, depletion and amortization of $9.2 million during the 2024 Quarter (see “Results of Operations” below for additional details). This decrease in net income was partially offset by $5.9 million in unrealized gains associated with the valuation of our commodity derivative transactions in the 2024 Quarter compared to unrealized losses of $2.9 million during the 2023 Quarter associated with the valuation of our commodity derivative transactions.

Current wording

Net Loss Attributable to Genesis Energy, L.P. in the 2024 Quarter was impacted by: (i) a decrease in operating income associated with our reportable segments primarily due to a decrease in export pricing in our Alkali Business and a decrease in volumes in our offshore pipeline transportation segment in the 2024 Quarter (see “Results of Operations” below for additional details on the results of our operating segments); (ii) an increase in interest expense, net, of $10.4 million (see “Results of Operations” below for additional details); and (iii) an increase in depreciation, depletion and amortization of $13.5 million during the 2024 Quarter (see “Results of Operations” below for additional details). These impacts were partially offset by higher day rates in our marine transportation segment and higher soda ash sales volumes in our Alkali Business.

Previous wording

Cash flow from operating activities was $104.7 million for the 2024 Quarter compared to $157.7 million for the 2023 Quarter. The decrease in cash flow from operating activities is primarily attributable to a decrease in our reported Segment Margin (as discussed further below).

Current wording

Cash flow from operating activities was $87.3 million for the 2024 Quarter compared to $141.0 million for the 2023 Quarter. The decrease in cash flow from operating activities is primarily attributable to the decrease in our reported Segment Margin (as discussed further below).

Previous wording

Available Cash before Reserves (as defined below in “Non-GAAP Financial Measures”) to our common unitholders was $37.6 million for the 2024 Quarter, a decrease of $58.7 million, or 61%, from the 2023 Quarter primarily as a result of: (i) a decrease in Segment Margin of $46.3 million, which is discussed in more detail below; and (ii) an increase in interest expense, net, of $9.2 million (see “Results of Operations” below for additional details).

Current wording

Available Cash before Reserves (as defined below in “Non-GAAP Financial Measures”) to our common unitholders was $24.5 million for the 2024 Quarter, a decrease of $64.5 million, or 72%, from the 2023 Quarter primarily as a result of: (i) a decrease in Segment Margin of $56.8 million, which is discussed in more detail below; and (ii) an increase in interest expense, net, of $10.4 million (see “Results of Operations” below for additional details).

Previous wording

Segment Margin (as defined below in “Non-GAAP Financial Measures”) was $168.3 million for the 2024 Quarter, a decrease of $46.3 million, or 22%, from the 2023 Quarter. A more detailed discussion of our segment results and other costs are included below in “Results of Operations”. See “Non-GAAP Financial Measures” below for additional information on Segment Margin.

Current wording

Segment Margin (as defined below in “Non-GAAP Financial Measures”) was $151.1 million for the 2024 Quarter, a decrease of $56.8 million, or 27%, from the 2023 Quarter. A more detailed discussion of our segment results and other costs are included below in “Results of Operations.” See “Non-GAAP Financial Measures” below for additional information on Segment Margin.

Previous wording

On May 15, 2024, we paid a distribution of $0.15 per common unit related to the first quarter of 2024. With respect to our Class A Convertible Preferred Units, we declared a quarterly cash distribution of $0.9473 per preferred unit (or $3.7892 on an annualized basis) for each preferred unit held of record. These distributions were paid on May 15, 2024 to unitholders holders of record at the close of business April 30, 2024.

Current wording

On August 14, 2024, we paid a distribution of $0.15 per common unit related to the second quarter of 2024. With respect to our Class A Convertible Preferred Units, we declared a quarterly cash distribution of $0.9473 per preferred unit (or $3.7892 on an annualized basis) for each preferred unit held of record. These distributions were paid on August 14, 2024 to unitholders holders of record at the close of business July 31, 2024.

Previous wording

In July 2024, we declared our quarterly distribution to our common unitholders of $0.15 per unit related to the 2024 Quarter. With respect to our Class A Convertible Preferred Units, we declared a quarterly cash distribution of $0.9473 per Class A Convertible Preferred Unit (or $3.7892 on an annualized basis) for each Class A Convertible Preferred Unit held of record. These distributions will be payable August 14, 2024 to unitholders of record at the close of business on July 31, 2024.

Current wording

In October 2024, we declared our quarterly distribution to our common unitholders of $0.165 per unit related to the 2024 Quarter. With respect to our Class A Convertible Preferred Units, we declared a quarterly cash distribution of $0.9473 per Class A Convertible Preferred Unit (or $3.7892 on an annualized basis) for each Class A Convertible Preferred Unit held of record. These distributions will be payable November 14, 2024 to unitholders of record at the close of business on October 31, 2024.

Previous wording

Our revenues for the 2024 Quarter decreased $48.4 million, or 6%, from the 2023 Quarter and our total costs and expenses decreased $4.3 million, or 1%, between the two periods with an overall net decrease to operating income of $44.1 million as presented on the Unaudited Condensed Consolidated Statements of Operations. The decrease in our operating income during the 2024 Quarter is primarily due to lower export pricing in our Alkali Business in the 2024 Quarter and an increase in depreciation, depletion and amortization, which was partially offset by higher day rates in our marine transportation segment. See further discussion below under “Segment Margin” regarding the activity in our individual operating segments.

Current wording

Our revenues for the 2024 Quarter decreased $93.3 million, or 12%, from the 2023 Quarter and our total costs and expenses decreased $31.8 million, or 5%, between the two periods with an overall net decrease to operating income of $61.5 million as presented on the Unaudited Condensed Consolidated Statements of Operations. The decrease in our operating income during the 2024 Quarter is primarily due to: (i) lower export pricing in our Alkali Business in the 2024 Quarter; (ii) lower volumes on our offshore pipelines due to producer underperformance as a result of mechanical issues on certain wells; and (iii) an increase in depreciation, depletion and amortization. These decreases were partially offset by higher day rates in our marine transportation segment and higher soda ash sales volumes in our Alkali Business. See further discussion below under “Segment Margin” regarding the activity in our individual operating segments.

Previous wording

As it relates to our Alkali Business, our revenues are derived from the extraction of trona, as well as the activities surrounding the processing and sale of natural soda ash and other alkali specialty products, including sodium sesquicarbonate (S-Carb) and sodium bicarbonate (Bicarb), and are a function of our selling prices and volumes sold. We sell our products to an industry-diverse and worldwide customer base. Our sales prices are contracted at various times throughout the year and for different durations. Our sales prices for volumes sold internationally are contracted for the current year either annually in the prior year or periodically throughout the current year (often quarterly), and our volumes priced and sold domestically are contracted at various times and can be of varying durations, often multi-year terms. The majority of our volumes sold internationally are sold through the American Natural Soda Ash Corporation (“ANSAC”), which became a wholly owned subsidiary of our Alkali Business on January 1, 2023 as we became the sole member of it at that time. ANSAC promotes export sales of U.S. produced soda ash utilizing its logistical asset and marketing capabilities. During the three and six months ended June 30, 2024, in addition to the volumes supplied by our operations and sold by ANSAC, ANSAC continued to receive a level of soda ash supply from certain former members to sell internationally, which is expected to continue in some capacity for at least the next several years. As a result of consolidating the results of ANSAC beginning on January 1, 2023, the sale of the soda ash volumes by ANSAC that were supplied by non-members are included in our consolidated results and have a proportionate effect to our revenues and costs, with little to no direct impact to our reported Net income (loss), Segment Margin and Available Cash before Reserves. We will continue to report the sales volumes of soda ash included in the operating results table for our soda and sulfur services segment shown below as we have historically reported them for comparability purposes and due to the minimal impact these incremental sales volumes from ANSAC have on our reported Net income (loss), Segment Margin and Available Cash before Reserves. Our sales volumes and prices can fluctuate from period to period and are dependent upon many factors, of which the main drivers are the global market and supply, customer demand, economic growth, and our ability to produce soda ash. Positive or negative changes to our revenue, through fluctuations in sales volumes or sales prices, can have a direct impact to Net income (loss), Segment Margin and Available Cash before Reserves as these fluctuations have a lesser impact to operating costs due to the fact that a portion of our costs are fixed in nature. Our costs, some of which are variable in nature and others are fixed in nature, relate primarily to the processing and producing of soda ash (and other alkali specialty products…

Excerpt shortened here; the source contains the full paragraph.

Current wording

As it relates to our Alkali Business, our revenues are derived from the extraction of trona, as well as the activities surrounding the processing and sale of natural soda ash and other alkali specialty products, including sodium sesquicarbonate (S-Carb) and sodium bicarbonate (Bicarb), and are a function of our selling prices and volumes sold. We sell our products to an industry-diverse and worldwide customer base. Our sales prices are contracted at various times throughout the year and for different durations. Our sales prices for volumes sold internationally are contracted for the current year either annually in the prior year or periodically throughout the current year (often quarterly), and our volumes priced and sold domestically are contracted at various times and can be of varying durations, often multi-year terms. The majority of our volumes sold internationally are sold through ANSAC, which became a wholly owned subsidiary of our Alkali Business on January 1, 2023 as we became the sole member of it at that time. ANSAC promotes export sales of U.S. produced soda ash utilizing its logistical asset and marketing capabilities. During the three and nine months ended September 30, 2024, in addition to the volumes supplied by our operations and sold by ANSAC, ANSAC continued to receive a level of soda ash supply from certain former members to sell internationally, which is expected to continue in some capacity for at least the next several years. As a result of consolidating the results of ANSAC beginning on January 1, 2023, the sale of the soda ash volumes by ANSAC that were supplied by non-members are included in our consolidated results and have a proportionate effect to our revenues and costs, with little to no direct impact to our reported Net income (loss), Segment Margin and Available Cash before Reserves. We will continue to report the sales volumes of soda ash included in the operating results table for our soda and sulfur services segment shown below as we have historically reported them for comparability purposes and due to the minimal impact these incremental sales volumes from ANSAC have on our reported Net income (loss), Segment Margin and Available Cash before Reserves. Our sales volumes and prices can fluctuate from period to period and are dependent upon many factors, of which the main drivers are the global market and supply, customer demand, economic growth, and our ability to produce soda ash. Positive or negative changes to our revenue, through fluctuations in sales volumes or sales prices, can have a direct impact to Net income (loss), Segment Margin and Available Cash before Reserves as these fluctuations have a lesser impact to operating costs due to the fact that a portion of our costs are fixed in nature. Our costs, some of which are variable in nature and others are fixed in nature, relate primarily to the processing and producing of soda ash (and other alkali specialty products) and marketing, logistics and selling a…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

As it relates to our crude oil marketing business, the average closing prices for West Texas Intermediate crude oil on the New York Mercantile Exchange (“NYMEX”) increased to $81.81 per barrel in the 2024 Quarter, as compared to $73.54 per barrel in the 2023 Quarter. We expect changes in crude oil prices to continue to proportionately affect our revenues and costs attributable to our purchase and sale of crude oil and petroleum products, resulting in a minimal direct impact on Net income (loss), Segment Margin and Available Cash before Reserves. We have limited our direct commodity price exposure related to crude oil and petroleum products through the broad use of fee-based service contracts, back-to-back purchase and sale arrangements and hedges. As a result, changes in the price of crude oil would proportionately impact both our revenues and our costs, with a disproportionately smaller net impact on our Segment Margin. However, we do have some indirect exposure to certain changes in prices for oil and petroleum products, particularly if they are significant and extended. We tend to experience more demand for certain of our services when prices increase significantly over extended periods of time, and we tend to experience less demand for certain of our services when prices decrease significantly over extended periods of time. For additional information regarding certain of our indirect exposure to commodity prices, see our segment-by-segment analysis below and the section of our Annual Report entitled “ Risks Related to Our Business.”

Current wording

As it relates to our crude oil marketing business, the average closing price for West Texas Intermediate crude oil on the New York Mercantile Exchange (“NYMEX”) decreased to $76.43 per barrel in the 2024 Quarter, as compared to $82.25 per barrel in the 2023 Quarter. We expect changes in crude oil prices to continue to proportionately affect our revenues and costs attributable to our purchase and sale of crude oil and petroleum products, resulting in a minimal direct impact on Net income (loss), Segment Margin and Available Cash before Reserves. We have limited our direct commodity price exposure related to crude oil and petroleum products through the broad use of fee-based service contracts, back-to-back purchase and sale arrangements and hedges. As a result, changes in the price of crude oil would proportionately impact both our revenues and our costs, with a disproportionately smaller impact on Net income (loss), Segment Margin and Available Cash before Reserves. However, we do have some indirect exposure to certain changes in prices for oil and petroleum products, particularly if they are significant and extended. We tend to experience more demand for certain of our services when prices increase significantly over extended periods of time, and we tend to experience less demand for certain of our services when prices decrease significantly over extended periods of time. For additional information regarding certain of our indirect exposure to commodity prices, see our segment-by-segment analysis below and the section of our Annual Report entitled “ Risks Related to Our Business.”

Previous wording

In addition to our Alkali Business and our crude oil marketing business discussed above, we continue to operate in our other core businesses including: (i) our offshore Gulf of Mexico crude oil and natural gas pipeline transportation and handling operations, focusing on providing a suite of services primarily to integrated and large independent energy companies who make intensive capital investments (often in excess of a billion dollars) to develop large reservoir, long-lived crude oil and natural gas properties; (ii) our sulfur services business, which we believe is one of the largest producers and marketers (based on tons produced) of NaHS in North and South America; and (iii) our onshore-based refinery-centric operations (including the operations in both our onshore facilities and transportation and marine transportation segments) which focus on providing a suite of services primarily to refiners.

Current wording

In addition to our Alkali Business and our crude oil marketing business discussed above, we continue to operate in our other core businesses including: (i) our offshore Gulf of Mexico crude oil and natural gas pipeline transportation and handling operations, which is focused on providing a suite of services primarily to integrated and large independent energy companies who make intensive capital investments (often in excess of a billion dollars) to develop large reservoir, long-lived crude oil and natural gas properties; (ii) our sulfur services business, which we believe is one of the largest producers and marketers (based on tons produced) of NaHS in North and South America; and (iii) our onshore-based refinery-centric operations (including the operations in both our onshore facilities and transportation and marine transportation segments) which focus on providing a suite of services primarily to refiners.

Previous wording

In our sulfur services business, our revenues and costs can be affected by the price movements in both caustic soda and NaHS. Average index prices for caustic soda decreased to $512 per DST during the 2024 Quarter compared to $1,123 per DST during the 2023 Quarter primarily due to a downward non-market adjustment of $425 per DST to previously posted US Caustic Soda Index prices. Typically, changes in caustic soda prices do not materially affect Net income (loss), Segment Margin, or Available Cash before Reserves as the pricing in many of our sales contracts for NaHS typically includes adjustments for fluctuations in commodity benchmarks (primarily caustic soda), freight, labor, energy costs and government indexes. The frequency at which those adjustments are applied varies by contract, geographic region and supply point. The mix of NaHS sales volumes to which we are able to apply such adjustments may vary due to timing or other factors such as competitive pressures. To the extent we are unable to pass these caustic soda price changes onto our customers, our results may be impacted.

Current wording

In our sulfur services business, our revenues and costs can be affected by the price movements in both caustic soda and NaHS. Average index prices for caustic soda decreased to $502 per dry short ton (“DST”) during the 2024 Quarter compared to $992 per DST during the 2023 Quarter primarily due to a downward non-market adjustment of $425 per DST to previously posted U.S. Caustic Soda Index prices. Typically, changes in caustic soda prices do not materially affect Net income (loss), Segment Margin, or Available Cash before Reserves as the pricing in many of our sales contracts for NaHS typically includes adjustments for fluctuations in commodity benchmarks (primarily caustic soda), freight, labor, energy costs and government indexes. The frequency at which those adjustments are applied varies by contract, geographic region and supply point. The mix of NaHS sales volumes to which we are able to apply such adjustments may vary due to timing or other factors such as competitive pressures. To the extent we are unable to pass these caustic soda price changes onto our customers, our results may be impacted.

Previous wording

Additionally, changes in certain of our operating costs between the respective quarters, such as those associated with our soda and sulfur services, offshore pipeline and marine transportation segments, are not correlated with crude oil prices. We discuss certain of those costs in further detail below in our segment-by-segment analysis.

Current wording

Additionally, changes in certain of our operating costs between the respective quarters, such as those associated with our soda and sulfur services, offshore pipeline transportation and marine transportation segments, are not correlated with crude oil prices. We discuss certain of those costs in further detail below in our segment-by-segment analysis.

Previous wording

(3)Includes the difference in timing of cash receipts from or billings to customers during the period and the revenue we recognize in accordance with GAAP on our related contracts. For purposes of our Non-GAAP measures, we add those amounts in the period of payment and deduct them in the period in which GAAP recognizes them.

Current wording

(2)Includes the difference in timing of cash receipts from or billings to customers during the period and the revenue we recognize in accordance with GAAP on our related contracts. For purposes of our Non-GAAP measures, we add those amounts in the period of payment and deduct them in the period in which GAAP recognizes them.

Previous wording

(1)Offshore pipeline transportation Segment Margin includes distributions received from our offshore pipeline joint ventures accounted for under the equity method of accounting in 2024 and 2023, respectively.

Current wording

(1)Offshore pipeline transportation Segment Margin includes distributions received from our offshore pipeline joint ventures accounted for under the equity method of accounting for the three and nine months ended September 30, 2024 and 2023.

Previous wording

Offshore pipeline transportation Segment Margin for the first six months of 2024 decreased $7.3 million, or 4%, from the first six months of 2023 primarily due to producer underperformance at two of our major host platforms and an increase in our operating costs during the 2024 Quarter. The increase in producer downtime was the result of several wells being shut in during the 2024 Quarter due to certain sub-sea operational challenges that our producers had during the period. The production from these wells impacted our results as they are molecules that we touch multiple times throughout our oil and natural gas pipeline infrastructure. These decreases were partially offset by an increase in volumes during the 2024 Quarter on our CHOPS pipeline (which drove an overall increase in volumes) primarily due to the Argos FPS. The Argos FPS has continued to ramp up production levels and achieved production levels in excess of 120,000 barrels of oil per day in the 2024 Quarter. Activity in and around our Gulf of Mexico asset base continues to be robust, including incremental in-field drilling at existing fields that tie into our infrastructure, such as the Warrior and Winterfell projects which produced first oil in late June 2024 and early July 2024, respectively.

Current wording

Offshore pipeline transportation Segment Margin for the 2024 Quarter decreased $37.1 million, or 34%, from the 2023 Quarter primarily due to several factors including: (i) an economic step-down in the rate on a certain existing life-of-lease transportation dedication; (ii) producer underperformance at two of our major host platforms; and (iii) an increase in our operating costs. At the beginning of the 2024 Quarter, we reached the 10-year anniversary of a certain existing life-of-lease transportation dedication, which resulted in the contractual economic step-down of the associated transportation rate. In addition, there was an increase in producer downtime relative to the 2023 Quarter as a result of certain sub-sea operational and technical challenges at fields connected to two of our major host platforms. The production from these wells impacted our results as they are molecules that we touch multiple times throughout our oil and natural gas pipeline infrastructure. We anticipate that the operational and technical issues that were experienced in the 2024 Quarter will be resolved by the end of this year. Outside of these issues, activity in and around our Gulf of Mexico asset base continues to be robust, including incremental in-field drilling at existing fields that tie into our infrastructure. This activity is evidenced by projects such as the Warrior and Winterfell projects, which produced first oil in late June 2024 and early July 2024, respectively, and the Monument development which is currently expected to come on-line in mid to late 2026.

Previous wording

Offshore pipeline transportation Segment Margin for the 2024 Quarter decreased $7.2 million, or 8%, from the 2023 Quarter primarily due to producer underperformance at two of our major host platforms and an increase in our operating costs during the 2024 Quarter. The increase in producer downtime was the result of several wells being shut in during the 2024 Quarter due to certain sub-sea operational and technical challenges that our producers had during the period. The production from these wells impacted our results as they are molecules that we touch multiple times throughout our oil and natural gas pipeline infrastructure. These decreases were partially offset by an increase in volumes during the 2024 Quarter on our CHOPS pipeline (which drove an overall increase in volumes) primarily due to the Argos Floating Production System (“FPS”), which supports BP’s operated Mad Dog 2 field development. The Argos FPS has continued to ramp up production levels and achieved production levels in excess of 120,000 barrels of oil per day in the 2024 Quarter, with 100% of the volumes flowing through our 64% owned and operated CHOPS pipeline for ultimate delivery to shore. Activity in and around our Gulf of Mexico asset base continues to be robust, including incremental in-field drilling at existing fields that tie into our infrastructure, such as the Warrior and Winterfell projects which produced first oil in late June 2024 and early July 2024, respectively.

Current wording

These decreases were partially offset by an increase in volumes during the first nine months of 2024 on our CHOPS pipeline primarily due to the Argos Floating Production System (“FPS”). The Argos FPS has continued to ramp up production levels and achieved production levels in excess of 120,000 barrels of oil per day in 2024. Activity in and around our Gulf of Mexico asset base continues to be robust, including incremental in-field drilling at existing fields that tie into our infrastructure. This activity is evidenced by projects such as the Warrior and Winterfell projects, which produced first oil in late June 2024 and early July 2024, respectively, and the Monument development which is currently expected to come on-line in mid to late 2026.

Previous wording

Soda and sulfur services Segment Margin for the 2024 Quarter decreased $47.6 million, or 53%, from the 2023 Quarter primarily due to lower export pricing in our Alkali Business and lower NaHS and caustic soda sales pricing in our sulfur services business during the 2024 Quarter, which were partially offset by higher soda ash sales volumes in the period.

Current wording

Soda and sulfur services Segment Margin for the 2024 Quarter decreased $23.8 million, or 38%, from the 2023 Quarter primarily due to lower export pricing in our Alkali Business during the 2024 Quarter and lower NaHS and caustic soda sales volumes and sales pricing, which was partially offset by higher soda ash sales volumes in the period.

Previous wording

In our Alkali Business, the 2024 Quarter was impacted by a decline in export pricing as compared to the 2023 Quarter as global supply has continued to outpace demand in most markets. Additionally, the 2024 Quarter was negatively impacted by temporary operational issues at our Westvaco facility that led to lower production volumes and reduced operating efficiencies. These were offset partially by higher soda ash sales volumes in the 2024 Quarter as production from our expanded Granger facility came online in the fourth quarter of 2023 and ramped up to its nameplate capacity of approximately 100,000 tons of production per month during the 2024 Quarter. We continue to expect to see a tightening of the global soda ash supply environment in the second half of the year, and with any demand uptick (from growing lithium and solar panel manufacturers) or a supply disruption, we could see the market shift back into a balance and yield a positive price movement.

Current wording

In our Alkali Business, the 2024 Quarter was impacted by a decline in export pricing as compared to the 2023 Quarter as global supply has continued to outpace demand in most markets. Additionally, the 2024 Quarter was negatively impacted by temporary operational issues at our Westvaco facility that led to lower production volumes and reduced operating efficiencies. Despite these operational issues, our Alkali Business experienced higher soda ash sales volumes in the 2024 Quarter as production from our expanded Granger facility came online in the fourth quarter of 2023 and has since ramped up to levels near its nameplate capacity of approximately 100,000 tons of production per month.

Previous wording

Soda and sulfur services Segment Margin for the first six months of 2024 decreased $68.4 million, or 44%, from the first six months of 2023 primarily due to lower export pricing in our Alkali Business and lower NaHS and caustic soda sales pricing.

Current wording

Soda and sulfur services Segment Margin for the first nine months of 2024 decreased $92.1 million, or 42%, from the first nine months of 2023 primarily due to lower export pricing in our Alkali Business and lower NaHS and caustic soda sales pricing.

Previous wording

In our Alkali Business, the first six months of 2024 were impacted by a decline in export pricing as compared to the first six months of 2023 as global supply has continued to outpace demand in most markets. Additionally, the first six months of 2024 was negatively impacted by temporary operational issues at our facilities that led to lower production volumes and reduced operating efficiencies during the period. These were offset partially by higher soda ash sales volumes in the first six months of 2024 as production from our expanded Granger facility came online in the fourth quarter of 2023 and has since ramped up to its original nameplate production capacity of approximately 100,000 tons per month. Additionally, in the first quarter of 2023, we experienced extreme winter weather conditions that impacted our operations and certain supply functions, including rail service in and out of the Green River Basin. We continue to expect to see a tightening of the global soda ash supply environment in the second half of the year, and with any demand uptick (from growing lithium and solar panel manufacturers) or a supply disruption, we could see the market shift back into a balance and yield a positive price movement.

Current wording

In our Alkali Business, the first nine months of 2024 were impacted by a decline in export pricing as compared to the first nine months of 2023 as global supply has continued to outpace demand in most markets. Additionally, the first nine months of 2024 was negatively impacted by temporary operational issues at our facilities that led to lower production volumes and reduced operating efficiencies during the period. These were offset partially by higher soda ash sales volumes in the first nine months of 2024 as production from our expanded Granger facility came online in the fourth quarter of 2023 and has since ramped up to levels near its original nameplate production capacity of approximately 100,000 tons per month. Additionally, in the first quarter of 2023, we experienced extreme winter weather conditions that impacted our operations and certain supply functions, including rail service in and out of the Green River Basin.

Previous wording

Marine transportation Segment Margin for the 2024 Quarter increased $5.8 million, or 22%, from the 2023 Quarter primarily due to higher day rates in our inland and offshore businesses, including the M/T American Phoenix, during the 2024 Quarter. The increase in day rates more than offset the impact to Segment Margin from the increased number of planned regulatory dry-docking days in our offshore fleet during the 2024 Quarter. Demand for our barge services to move intermediate and refined products remained high during the 2024 Quarter due to the continued strength of refinery utilization rates as well as the lack of new supply of similar type vessels (primarily due to higher construction costs and long lead times for construction) as well as the retirement of older vessels in the market. We expect this favorable demand and supply balance to continue throughout the rest of 2024.

Current wording

Marine transportation Segment Margin for the 2024 Quarter increased $3.9 million, or 15%, from the 2023 Quarter primarily due to higher day rates in our inland and offshore businesses, including the M/T American Phoenix, during the 2024 Quarter. The increase in day rates more than offset the impact to Segment Margin from the increased number of regulatory dry-docking days in our offshore fleet during the 2024 Quarter. Demand for our barge services to move intermediate and refined products remained high during the 2024 Quarter due to the continued strength of refinery utilization rates as well as the lack of new supply of similar type vessels (primarily due to higher construction costs and long lead times for construction) as well as the retirement of older vessels in the market. We expect this favorable demand and supply balance to continue throughout the rest of 2024.

Previous wording

Marine transportation Segment Margin for the first six months of 2024 increased $11.5 million, or 22%, from the first six months of 2023. This increase is primarily attributable to an increase in overall day rates in our inland and offshore businesses, including the M/T American Phoenix. The increase in day rates more than offset the impact to Segment Margin from the increased number of planned regulatory dry-docking days in our offshore fleet during the first six months of 2024. In addition, we have continued to see strong demand for our barge services to move intermediate and refined products keeping utilization rates high across both periods. The strong demand from our customers as well as the lack of new supply of similar type vessels and the retirement of older vessels in the market have contributed the increase in day rates discussed above. The M/T American Phoenix started a new three-and-a-half-year contract in January 2024 with a credit-worthy counterparty at the highest day rate we have received since we first purchased the vessel in 2014.

Current wording

Marine transportation Segment Margin for the first nine months of 2024 increased $15.4 million, or 20%, from the first nine months of 2023. This increase is primarily attributable to an increase in overall day rates in our inland and offshore businesses, including the M/T American Phoenix. The increase in day rates more than offset the impact to Segment Margin from the increased number of regulatory dry-docking days in our offshore fleet during the first nine months of 2024. In addition, we have continued to see strong demand for our barge services to move intermediate and refined products keeping utilization rates high across both periods. The strong demand from our customers as well as the lack of new supply of similar type vessels and the retirement of older vessels in the market have contributed the increase in day rates discussed above. The M/T American Phoenix started a new three-and-a-half-year contract in January 2024 with a credit-worthy counterparty at the highest day rate we have received since we first purchased the vessel in 2014.

Previous wording

(1)Total daily volumes for the three and six months ended June 30, 2024 include 19,356 and 24,766 Bbls/day, respectively, of intermediate refined products and include 36,269 and 39,059 Bbls/day, respectively, of crude oil associated with our Port of Baton Rouge Terminal pipelines. Total daily volumes for the three and six months ended June 30, 2023 include 29,891 and 30,703 Bbls/day, respectively, of intermediate refined products and 40,925 and 44,898 Bbls/day, respectively, of crude oil associated with our Port of Baton Rouge Terminal pipelines.

Current wording

(1)Total daily volumes for the three and nine months ended September 30, 2024 include 22,959 and 24,159 Bbls/day, respectively, of intermediate refined products and 37,296 and 38,467 Bbls/day, respectively, of crude oil associated with our Port of Baton Rouge Terminal pipelines. Total daily volumes for the three and nine months ended September 30, 2023 include 42,622 and 34,720 Bbls/day, respectively, of intermediate refined products and 17,201 and 35,564 Bbls/day, respectively, of crude oil associated with our Port of Baton Rouge Terminal pipelines.

Previous wording

Onshore facilities and transportation Segment Margin for the 2024 Quarter increased $2.7 million, or 43%, from the 2023 Quarter primarily due to an increase in our rail unload volumes at our Scenic Station facility.

Current wording

Onshore facilities and transportation Segment Margin for the 2024 Quarter increased $0.2 million, or 2%, from the 2023 Quarter primarily due to an increase in the rail unload volumes at our Scenic Station facility. This increase was partially offset by an overall decrease in volumes on our onshore crude oil pipeline systems.

Previous wording

Onshore facilities and transportation Segment Margin for the first six months of 2024 increased $3.9 million, or 33%, from the first six months of 2023 primarily due to an increase in our rail unload volumes at our Scenic Station facility and an increase in volumes on our Texas pipeline system, which is a key destination point for various grades of crude oil produced in the Gulf of Mexico including those transported on our 64% owned CHOPS pipeline.

Current wording

Onshore facilities and transportation Segment Margin for the first nine months of 2024 increased $4.0 million, or 19%, from the first nine months of 2023 primarily due to an increase in our rail unload volumes at our Scenic Station facility and an increase in volumes on our Texas pipeline system, which is a key destination point for various grades of crude oil produced in the Gulf of Mexico including those transported on our 64% owned CHOPS pipeline.

Previous wording

Total general and administrative expenses for the 2024 Quarter increased by $1.6 million from the 2023 Quarter primarily due to higher corporate general and administrative expenses as a result of us conforming our short-term cash incentive programs to industry standards.

Current wording

Total general and administrative expenses for the 2024 Quarter decreased by $1.7 million from the 2023 Quarter primarily due to the assumptions used to value the outstanding awards under our long-term incentive compensation plan during 2024. This was partially offset by higher corporate general and administrative expenses as a result of us conforming our short-term cash incentive programs to industry standards.

Previous wording

Total general and administrative expenses for the first six months of 2024 increased by $2.1 million from the first six months of 2023 primarily due to higher corporate general and administrative expenses as a result of us conforming our short-term cash incentive programs to industry standards.

Current wording

Total general and administrative expenses for the first nine months of 2024 increased by $0.3 million from the first nine months of 2023 primarily due to higher corporate general and administrative expenses as a result of us conforming our short-term cash incentive programs to industry standards. This was partially offset by a decrease in long-term incentive compensation expense due to the assumptions used to value the outstanding awards under our long-term incentive compensation plan during 2024 as compared to 2023.

Previous wording

Total depreciation, depletion and amortization expense for the 2024 Quarter increased by $9.2 million from the 2023 Quarter. This increase is primarily attributable to our continued growth and maintenance capital expenditures and placing new assets into service, including the GOP (as defined further below), throughout the period and subsequent to the period ended June 30, 2023.

Current wording

Total depreciation, depletion and amortization expense for the 2024 Quarter increased by $13.5 million from the 2023 Quarter. This increase is primarily attributable to our continued growth and maintenance capital expenditures and placing new assets into service, including the GOP (as defined further below), subsequent to the period ended September 30, 2023.

Previous wording

Total depreciation, depletion and amortization expense for the first six months of 2024 increased by $9.8 million from the first six months of 2023. This increase is primarily attributable to our continued growth and maintenance capital expenditures and placing new assets into service throughout the period, including the GOP (as defined further below), and subsequent to the period ended June 30, 2023.

Current wording

Total depreciation, depletion and amortization expense for the first nine months of 2024 increased by $23.3 million from the first nine months of 2023. This increase is primarily attributable to our continued growth and maintenance capital expenditures and placing new assets into service, including the GOP (as defined further below), subsequent to the period ended September 30, 2023.

Previous wording

Interest expense, net for the 2024 Quarter increased by $9.2 million primarily due to an increase in interest on our senior secured credit facility and an increase in interest on our senior unsecured notes. The increase in interest expense associated with our senior secured credit facility is primarily due to an increase in the SOFR rate, which is one of the main components of our interest rate, compared to the 2023 Quarter, and a higher average outstanding indebtedness during the 2024 Quarter. The increase in interest expense associated with our senior unsecured notes was primarily related to: (i) the issuance of our 8.25% senior unsecured notes due January 15, 2029 (the “2029 Notes”) in December 2023, which have a higher principal and interest rate as compared to our 6.50% senior unsecured notes due October 1, 2025 (the “2025 Notes”) that were partially tendered in December 2023 and ultimately redeemed in January 2024; and (ii) the issuance of our 2032 Notes in May 2024, which have a higher principal and interest rate as compared to our 2026 Notes that were redeemed in June 2024.

Current wording

Interest expense, net for the 2024 Quarter increased by $10.4 million primarily due to an increase in interest on our senior unsecured notes. The increase in interest expense associated with our senior unsecured notes was primarily related to: (i) the issuance of our 8.25% senior unsecured notes due January 15, 2029 (the “2029 Notes”) in December 2023, which have a higher principal and interest rate as compared to our 6.50% senior unsecured notes due October 1, 2025 (the “2025 Notes”) that were partially tendered in December 2023 and ultimately redeemed in January 2024; and (ii) the issuance of our 2032 Notes in May 2024, which have a higher principal and interest rate as compared to our 2026 Notes that were redeemed in June 2024.

Previous wording

Interest expense, net for the first six months of 2024 increased $17.1 million primarily due to an increase in interest on our senior secured credit facility and an increase in interest on our senior unsecured notes. The increase in interest expense associated with our senior secured credit facility is primarily due to an increase in the SOFR rate, which is one of the main components of our interest rate, compared to the first six months of 2023, and a higher average outstanding indebtedness during the first six months of 2024. The increase in interest expense associated with our senior unsecured notes was primarily related to: (i) the issuance of our 2029 Notes in December 2023, which have a higher principal and interest rate as compared to our 2025 Notes that were partially tendered in December 2023 and ultimately redeemed in January 2024; and (ii) the issuance of our 2032 Notes in May 2024, which have a higher principal and interest rate as compared to our 2026 Notes that were redeemed in June 2024.

Current wording

Interest expense, net for the first nine months of 2024 increased $27.5 million primarily due to an increase in interest on our senior secured credit facility and an increase in interest on our senior unsecured notes. The increase in interest expense associated with our senior secured credit facility is primarily due to a higher average outstanding indebtedness during the first nine months of 2024 and an increase in the SOFR rate, which is one of the main components of our interest rate, compared to the first nine months of 2023. The increase in interest expense associated with our senior unsecured notes was primarily related to: (i) the issuance of our 2029 Notes in December 2023, which have a higher principal and interest rate as compared to our 2025 Notes that were partially tendered in December 2023 and ultimately redeemed in January 2024; and (ii) the issuance of our 2032 Notes in May 2024, which have a higher principal and interest rate as compared to our 2026 Notes that were redeemed in June 2024.

Previous wording

These increases were partially offset by higher capitalized interest during the first six months of 2024 as a result of our increased capital expenditures associated with our offshore growth capital construction projects.

Current wording

These increases were partially offset by higher capitalized interest during the first nine months of 2024 as a result of our increased capital expenditures associated with our offshore growth capital construction projects.

Previous wording

On December 7, 2023, we issued $600.0 million in aggregate principal amount of our 2029 Notes. Interest payments are due January 15 and July 15 of each year with the initial interest payment due on July 15, 2024. The issuance of our 2029 Notes generated net proceeds of approximately $583 million, after deducting the underwriters’ discount and issuance costs incurred. The net proceeds were used to purchase approximately $514 million of the 2025 Notes and pay the related accrued interest and tender premium and fees on those notes that were tendered in the tender offer that ended December 6, 2023. On December 8, 2023, we issued a notice of redemption for the remaining principal of approximately $21 million of our 2025 Notes, and discharged the indebtedness with respect to the 2025 Notes on December 28, 2023 by depositing the redemption amount with the trustee of the 2025 Notes for redemption of the 2025 Notes, all in accordance with the terms and conditions of the indenture governing the 2025 Notes.

Current wording

On December 7, 2023, we issued $600.0 million in aggregate principal amount of our 2029 Notes, which generated net proceeds of approximately $583 million, after deducting the underwriters’ discount and issuance costs incurred. The net proceeds were used to purchase approximately $514 million of the 2025 Notes and pay the related accrued interest and tender premium and fees on those notes that were tendered in the tender offer that ended December 6, 2023. On December 8, 2023, we issued a notice of redemption for the remaining principal of approximately $21 million of our 2025 Notes, and discharged the indebtedness with respect to the 2025 Notes on December 28, 2023 by depositing the redemption amount with the trustee of the 2025 Notes for redemption of the 2025 Notes, all in accordance with the terms and conditions of the indenture governing the 2025 Notes.

Previous wording

On May 9, 2024, we issued $700.0 million in aggregate principal amount of the 2032 Notes. Interest payments are due May 15 and November 15 of each year with the initial interest payment due on November 15, 2024. The issuance of our 2032 Notes generated net proceeds of approximately $688 million, net of issuance costs incurred. The net proceeds were used to redeem our existing 2026 Notes, including the related accrued interest, and the remaining proceeds were used to repay a portion of the borrowing outstanding under our senior secured credit facility and for general partnership purposes.

Current wording

On May 9, 2024, we issued $700.0 million in aggregate principal amount of the 2032 Notes. The issuance of our 2032 Notes generated net proceeds of approximately $688 million, net of issuance costs incurred. The net proceeds were used to redeem all of our existing 2026 Notes, $339.3 million in principal amount of which were outstanding, including the related accrued interest, and the remaining proceeds were used to repay a portion of the borrowing outstanding under our senior secured credit facility and for general partnership purposes.

Previous wording

On July 19, 2024, we entered into the Seventh Amended and Restated Credit Agreement (our “new credit agreement”) to replace our Sixth Amended and Restated Credit Agreement (our “credit agreement”). Our new credit agreement provides for a $900 million senior secured revolving credit facility that matures on September 1, 2028, subject to extension at our request for one additional year on up to two occasions and subject to certain conditions, unless; (i) if more than $150 million of our 8.000% senior unsecured notes due 2027 (the “2027 Notes”) remain outstanding as of October 16, 2026, the new credit agreement matures on such date; and (ii) if more than $150 million of our 7.750% senior unsecured notes due 2028 (the “2028 Notes”) remain outstanding as of November 2, 2027, the new credit agreement matures on such date.

Current wording

On July 19, 2024, we entered into our credit agreement to replace our Sixth Amended and Restated Credit Agreement. Our credit agreement provides for a $900 million senior secured revolving credit facility that matures on September 1, 2028, subject to extension at our request for one additional year on up to two occasions and subject to certain conditions, unless: (i) if more than $150 million of our 2027 Notes remain outstanding as of October 16, 2026, the credit agreement matures on such date; and (ii) if more than $150 million of our 2028 Notes remain outstanding as of November 2, 2027, the credit agreement matures on such date.

Previous wording

The successful completion of our new credit agreement (including its extended maturity and increased borrowing capacity), and the refinancing of our previously held 2025 Notes and 2026 Notes has extended our maturity runway, and has provided us an ample amount of available borrowing capacity under our senior secured credit facility, subject to compliance with covenants in the new credit agreement, to, amongst other things, utilize for funding the remaining growth capital expenditures estimated to be associated with our offshore growth projects discussed below under “Growth Capital Expenditures”.

Current wording

The successful completion of our credit agreement (including its extended maturity and increased borrowing capacity), and the refinancing of our previously held 2025 Notes and 2026 Notes has extended our maturity runway, and has provided us an ample amount of available borrowing capacity under our senior secured credit facility, subject to compliance with the covenants in the credit agreement, to, amongst other things, utilize for funding the remaining growth capital expenditures estimated to be associated with our offshore growth projects discussed below under “Growth Capital Expenditures”.

Previous wording

•capital growth (as discussed in more detail below) and maintenance projects;

Current wording

•growth capital (as discussed in more detail below) and maintenance projects;

Previous wording

At June 30, 2024, our debt totaled approximately $4.0 billion, consisting of $134.8 million outstanding under our senior secured credit facility (including $17.2 million borrowed under the inventory sublimit tranche), $3.5 billion of senior unsecured notes and $419.2 million of Alkali senior secured notes (of which $12.3 million is current), which are secured by the ORRI Interests. Our senior unsecured notes balance is comprised of $981.2 million of our 2027 Notes, $679.4 million of our 2028 Notes, $600.0 million of our 2029 Notes, $500.0 million of our 2030 Notes, and $700.0 million of our 2032 Notes.

Current wording

At September 30, 2024, our principal amount of debt outstanding totaled approximately $4.1 billion, consisting of $207.6 million outstanding under our senior secured credit facility (including $24.2 million borrowed under the inventory sublimit tranche), $3.5 billion of senior unsecured notes and $416.3 million of Alkali senior secured notes (of which $12.7 million is current), which are secured by the ORRI Interests. Our senior unsecured notes balance is comprised of $981.2 million of our 2027 Notes, $679.4 million of our 2028 Notes, $600.0 million of our 2029 Notes, $500.0 million of our 2030 Notes, and $700.0 million of our 2032 Notes.

Previous wording

The available borrowing capacity under our senior secured credit facility at June 30, 2024 is $710.7 million, subject to compliance with covenants. Our credit agreement does not include a “borrowing base” limitation except with respect to our inventory loans.

Current wording

The available borrowing capacity under our senior secured credit facility at September 30, 2024 is $687.9 million, subject to compliance with covenants. Our credit agreement does not include a “borrowing base” limitation except with respect to our inventory loans.

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