GENESIS ENERGY LP
For the period ended Jun 30, 2025. Filed Jul 31, 2025.
View on SEC.govAbout 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.
Jun 30, 2025 · Filed Jul 31, 2025
GEL$12.86+3.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-08.
0001022321-25-000047
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-07-31.
0001022321-25-000055
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 194 previous paragraphs and 202 current paragraphs.
144 unchanged; 47 reworded; 8 added; 3 removed; 0 previous and 3 current paragraphs rearranged.
Tables are not compared: 13 previous and 13 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 (8)
Current report
Offshore pipeline transportation Segment Margin for the 2025 Quarter increased $1.5 million, or 2%, from the 2024 Quarter primarily due to several factors including: (i) the commencement of contractual MVC’s on our 100% owned SYNC Pipeline and 64% owned CHOPS Pipeline associated with the deepwater Shenandoah development that began in June 2025 and contributed to our reported Segment Margin; and (ii) an increase in volumes on our CHOPS Pipeline primarily related to production from the Warrior and Winterfell projects, which produced first oil in late June 2024 and early July 2024, respectively. Production volumes from the Shenandoah floating production system (“FPS”) are life-of-lease dedicated to our 100% owned SYNC Pipeline and further downstream to our 64% owned CHOPS Pipeline. The Shenandoah FPS achieved first oil production in late July 2025, but we were able to recognize our MVC’s that began in the 2025 Quarter in Segment Margin. We expect the Shenandoah FPS to ramp up to its design capacity over the remainder of the year as the operator brings additional wells on-line.
Current report
These decreases to Segment Margin in the first six months of 2025 compared to the first six months of 2024 were partially offset by: (i) the commencement of contractual MVC’s on our 100% owned SYNC Pipeline and 64% owned CHOPS Pipeline associated with the deepwater Shenandoah development that began in June 2025 and contributed to our reported Segment Margin; and (ii) an increase in volumes on our CHOPS Pipeline primarily related to production from the Warrior and Winterfell projects, which produced first oil in late June 2024 and early July 2024, respectively.
Current report
Marine transportation Segment Margin for the 2025 Quarter decreased $1.7 million, or 5%, from the 2024 Quarter. We experienced slightly lower utilization rates during the 2025 Quarter in our inland barge services primarily due to a slight decline in Midwest refinery demand for black oil equipment as a result of changing crude slates. This was partially offset by fewer dry-docking days in our offshore fleet during the 2025 Quarter and a higher contractual rate on our M/T American Phoenix in the 2025 Quarter as compared to the 2024 Quarter. Our offshore bluewater business began to experience pressure on day rates during the 2025 Quarter and as we entered the third quarter as certain third-party vessels were relocated to the East and Gulf coasts from the West Coast markets. While we did see some market challenges in the period, we still believe the fundamentals of our inland and offshore barge services are expected to remain strong through at least the remainder of the year.
Current report
Marine transportation Segment Margin for the first six months of 2025 decreased $3.1 million, or 5% from the first six months of 2024. We experienced slightly lower utilization rates during the first six months of 2025 in our inland barge services primarily due to a temporary decline in refinery utilization during the first quarter of 2025 and a slight decline in Midwest refinery demand for black oil equipment as a result of changing crude slates in the 2025 Quarter. This slight decline in Segment Margin was partially offset by fewer dry-docking days in our offshore fleet during the first six months of 2025 and a contractual rate increase on our M/T American Phoenix in the first six months of 2025 compared to the first six months of 2024. Our offshore bluewater business began to experience day rate pressure during the 2025 Quarter and as we entered the third quarter as certain third-party vessels were relocated to the East and Gulf coasts from the West Coast markets. While we did see some market challenges in the period, we still believe the fundamentals of our inland and offshore barge services are expected to remain strong through at least the remainder of the year.
Current report
Onshore transportation and services Segment Margin for the 2025 Quarter decreased $1.8 million, or 9%, from the 2024 Quarter primarily due to lower NaHS and caustic soda sales volumes. This decrease was partially offset by an increase in rail unload volumes at our Scenic Station facility and an overall increase in volumes on our onshore crude oil pipeline systems, principally driven by 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 America including those transported on our 64% owned CHOPS Pipeline.
Current report
Total general and administrative expenses for the 2025 Quarter decreased by $3.6 million from the 2024 Quarter primarily due to the 2024 Quarter experiencing higher corporate general and administrative costs as a result of us conforming our short-term cash incentive programs to industry standards at that time.
Current report
Interest expense, net for the 2025 Quarter decreased by $3.8 million from the 2024 Quarter primarily due to a decrease in interest expense on our senior unsecured notes and a decrease in interest expense, net associated with our senior secured credit facility. The decrease in interest expense associated with our senior unsecured notes was primarily related to the redemption of our 2027 Notes on April 3, 2025. The decrease in interest expense, net associated with our senior secured credit facility during the 2025 Quarter was primarily a result of a reduction in the average borrowings outstanding during the period as a result of the proceeds received from the sale of the Alkali Business on February 28, 2025 and the immediate pay-down of the outstanding borrowings on our senior secured credit facility at that time.
Current report
We have successfully laid the 105 miles of SYNC Pipeline and the Shenandoah FPS achieved first oil production in late July. As of the date of this filing we are successfully transporting crude oil on the SYNC pipeline.
Removed paragraphs (3)
Previous report
Marine transportation Segment Margin for the 2025 Quarter decreased $1.3 million, or 4%, from the 2024 Quarter. We experienced slightly lower utilization rates during the 2025 Quarter in our inland barge service as a result of a temporary decline in refinery utilization during the first half of the period which recovered by the time we exited the 2025 Quarter. We expect demand for our service to remain strong throughout at least the remainder of 2025 as a result of the continued 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. This slight decline was partially offset by a contractual rate increase on our M/T American Phoenix during the 2025 Quarter.
Previous report
We have successfully laid the 105 miles of SYNC Pipeline and plan to connect it to the Shenandoah floating production system (FPS) when it arrives to its final location in the Gulf of America, currently expected in the second quarter of 2025.
Previous report
We plan to fund our estimated growth capital expenditures utilizing the available borrowing capacity under our senior secured credit facility and our recurring cash flows generated from operations.
Reworded paragraphs (47)
Previous wording
We reported Net Loss from Continuing Operations of $36.6 million during the three months ended March 31, 2025 (the “2025 Quarter”) compared to Net Income from Continuing Operations of $11.4 million during the three months ended March 31, 2024 (the “2024 Quarter”).
Current wording
We reported Net Income from Continuing Operations of $10.0 million during the three months ended June 30, 2025 (the “2025 Quarter”) compared to Net Loss from Continuing Operations of $4.0 million during the three months ended June 30, 2024 (the “2024 Quarter”).
Previous wording
Net Loss from Continuing Operations in the 2025 Quarter was impacted by: (i) an increase in general and administrative expenses of $25.9 million primarily related to transaction costs associated with the sale of our Alkali Business during the 2025 Quarter; (ii) an increase in interest expense, net, of $7.7 million (see “Results of Operations” below for additional details); (iii) an increase in depreciation and amortization of $6.8 million during the 2025 Quarter (see “Results of Operations” below for additional details); and (iv) a decrease in equity in earnings from our equity investments of $3.9 million.
Current wording
Net Income from Continuing Operations in the 2025 Quarter was impacted by: (i) an increase in operating income from our operating segments (see “Results of Operations” below for additional details); (ii) a decrease in interest expense, net, of $3.8 million (see “Results of Operations” below for additional details); and (iii) a decrease in general and administrative expenses of $3.6 million (see “Results of Operations” below for additional details) relative to the 2024 Quarter. These were partially offset by an increase in depreciation and amortization of $4.7 million during the 2025 Quarter (see “Results of Operations” below for additional details) and an increase in other expense of $7.5 million primarily related to the premium associated with the redemption of our 2027 Notes in April 2025 (see “Liquidity and Capital Resources” below for additional details).
Previous wording
We reported Net Loss from Discontinued Operations, net of tax of $423.7 million during the 2025 Quarter compared to Net Income from Discontinued Operations, net of tax of $7.6 million during the 2024 Quarter. Net Loss from Discontinued Operations, net of tax in the 2025 Quarter was impacted by a loss on the sale of our Alkali Business in the period.
Current wording
We reported Net Income from Discontinued Operations, net of tax of $2.6 million during the 2024 Quarter associated with the Alkali Business that was sold on February 28, 2025.
Previous wording
Cash flow from operating activities was $24.8 million for the 2025 Quarter compared to $125.9 million for the 2024 Quarter. The decrease in cash flow from operating activities is primarily attributable to the decrease in our reported Segment Margin (as discussed further below) and negative changes in working capital in the 2025 Quarter compared to the 2024 Quarter. In addition, cash flows provided by operating activities for the first three months of 2025 only included activity from the Alkali Business prior to the sale on February 28, 2025, whereas the first three months of 2024 included a full quarter of activity from the Alkali Business.
Current wording
Cash flow from operating activities was $47.0 million for the 2025 Quarter compared to $104.7 million for the 2024 Quarter. The decrease in cash flow from operating activities is primarily attributable to negative changes in working capital in the 2025 Quarter compared to the 2024 Quarter. In addition, cash flows provided by operating activities for the 2025 Quarter did not include activity from the Alkali Business, as it was sold on February 28, 2025, whereas the 2024 Quarter included a full quarter of activity from the Alkali Business.
Previous wording
Available Cash before Reserves (as defined below in “Non-GAAP Financial Measures”) to our common unitholders was $20.3 million for the 2025 Quarter, a decrease of $33.7 million, or 62%, from the 2024 Quarter primarily as a result of: (i) a decrease in Segment Margin of $25.9 million, which is discussed in more detail below; and (ii) an increase in interest expense, net, of $7.7 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 $32.2 million for the 2025 Quarter, a decrease of $5.4 million, or 14%, from the 2024 Quarter primarily as a result of: (i) a decrease in Segment Margin of $2.0 million, which is discussed in more detail below; and (ii) the 2025 Quarter not including activity from the Alkali Business, as it was sold on February 28, 2025, whereas the 2024 Quarter included a full quarter of activity from the Alkali Business.
Previous wording
Segment Margin (as defined below in “Non-GAAP Financial Measures”) was $121.4 million for the 2025 Quarter, a decrease of $25.9 million, or 18%, from the 2024 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 $135.9 million for the 2025 Quarter, a decrease of $2.0 million, or 1%, from the 2024 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
Our revenues for the 2025 Quarter decreased $36.1 million, or 8%, from the 2024 Quarter and our total costs and expenses decreased $0.1 million between the two periods with an overall net decrease to operating income of $36.0 million as presented on the Unaudited Condensed Consolidated Statements of Operations. The decrease in our operating income during the 2025 Quarter is primarily due to: (i) an increase in general and administrative expenses of $25.9 million primarily related to transaction costs associated with the sale of our Alkali Business during the 2025 Quarter and (ii) an increase in depreciation and amortization of $6.8 million during the 2025 Quarter.
Current wording
Our revenues for the 2025 Quarter decreased $52.8 million, or 12%, from the 2024 Quarter and our total costs and expenses decreased $70.8 million between the two periods with an overall net increase to operating income of $18.0 million as presented on the Unaudited Condensed Consolidated Statements of Operations. The increase in our operating income during the 2025 Quarter is primarily due to: (i) an increase in operating income from our offshore pipeline transportation segment due to the contractual minimum volume commitments (“MVC’s”) on our 100% owned SYNC Pipeline and 64% owned CHOPS Pipeline associated with the Shenandoah deepwater development and an increase in volumes on our CHOPS Pipeline primarily related to production from the Warrior and Winterfell projects, which produced first oil in late June 2024 and early July 2024, respectively; and (ii) a decrease in general and administrative expenses of $3.6 million (see further discussion below). These were partially offset by an increase in depreciation and amortization of $4.7 million during the 2025 Quarter (see further discussion below).
Previous 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 $71.78 per barrel in the 2025 Quarter, as compared to $77.50 per barrel in the 2024 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.”
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 $64.57 per barrel in the 2025 Quarter, as compared to $81.81 per barrel in the 2024 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, 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 in our crude oil operations 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 crude oil, 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
We conduct our offshore crude oil and natural gas pipeline transportation and handling operations in the Gulf of America through our offshore pipeline transportation segment, which focuses on providing a suite of services 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 located primarily offshore Texas, Louisiana and Mississippi. We own interests in various offshore crude oil and natural gas pipeline systems, platforms and related infrastructure and generate cash flows from fees to customers to utilize our assets. Our costs are primarily related to expenses incurred for the maintenance of our assets, employee compensation, and other operating costs.
Current wording
We conduct our offshore crude oil and natural gas pipeline transportation and handling operations in the Gulf of America through our offshore pipeline transportation segment, which focuses on providing a suite of services 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 located primarily in offshore Texas, Louisiana and Mississippi. We own interests in various offshore crude oil and natural gas pipeline systems, platforms and related infrastructure and generate cash flows from fees to customers to utilize our assets. Our costs are primarily related to expenses incurred for the maintenance of our assets, employee compensation, and other operating costs.
Previous wording
Refiners are the shippers of a majorityof the volumes transported on our onshore crude oil pipelines, and refiners contracted for approximately 75% of the revenues from our marine transportation segment during the 2025 Quarter, which are used primarily to transport intermediate refined products (not crude oil) betweenref ining complexes. Given these facts, we do not expect changes in commodity prices to impact our Net income (loss), Segment Margin or Available Cash before Reserves derived from our offshore crude oil and natural gas pipeline transportation and handling operations in the same manner in which they impact our revenues and costs derived from the purchase and sale of crude oil and petroleum products.
Current wording
Refiners are the shippers of a majorityof the volumes transported on our onshore crude oil pipelines, and refiners contracted for approximately 80% of the revenues from our marine transportation segment during the 2025 Quarter, which are used primarily to transport intermediate refined products (not crude oil) betweenref ining complexes. Given these facts, we do not expect changes in commodity prices to impact our Net income (loss), Segment Margin or Available Cash before Reserves derived from our offshore crude oil and natural gas pipeline transportation and handling operations in the same manner in which they impact our revenues and costs derived from the purchase and sale of crude oil.
Previous wording
A reconciliation of Net Income (Loss) from continuing operations before income taxes to total Segment Margin for the periods presented is as follows:
Current wording
A reconciliation of Income (Loss) from continuing operations before income taxes to total Segment Margin for the periods presented is as follows:
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 for the three months ended March 31, 2025 and 2024.
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 six months ended June 30, 2025 and 2024.
Previous wording
(3)Volumes are the product of our effective ownership interest throughout the year multiplied by the relevant throughput over the given year.
Current wording
(3)Volumes are the product of our effective ownership interest throughout the period multiplied by the relevant throughput over the given period.
Previous wording
Offshore pipeline transportation Segment Margin for the 2025 Quarter decreased $21.3 million, or 22%, from the 2024 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 several of the major fields attached to our pipeline infrastructure; and (iii) an increase in our operating costs. At the beginning of the third quarter of 2024, 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 in the 2025 Quarter relative to the 2024 Quarter as a result of several wells being shut in due to certain sub-sea operational and technical challenges first encountered in the third quarter of 2024. 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. Based on discussions with the producers from these impacted fields, the remediation work is nearing completion, and we expect a return to more normalized production rates from these fields by the third quarter of 2025. Outside of these issues, activity in and around our Gulf of America asset base continues to be robust, including incremental in-field drilling at existing fields that tie into our infrastructure, and first oil from new developments such as Salamanca and Shenandoah, which is expected in mid-2025.
Current wording
These increases to Segment Margin in the 2025 Quarter were partially offset by: (i) an economic step-down in the rate on a certain existing life-of-lease transportation dedication; (ii) producer underperformance at several of the major fields attached to our pipeline infrastructure; and (iii) an increase in our operating costs. At the beginning of the third quarter of 2024, 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 in the 2025 Quarter relative to the 2024 Quarter as a result of several wells being shut in due to certain sub-sea operational and technical challenges. 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. Based on discussions with the producers from these impacted fields, the remediation work is nearing completion, and we expect production rates from these fields to, for the most part, return to more normalized rates by the end of the third quarter of 2025. Outside of these issues, activity in and around our Gulf of America asset base continues to be robust, including incremental in-field drilling at existing fields that tie into our infrastructure, and first oil from the Salamanca development, which is expected by the end of the third quarter of 2025.
Previous wording
(1)Total daily volumes for the three months ended March 31, 2025 and March 31, 2024 include 18,609 and 30,176 Bbls/day, respectively, of intermediate refined petroleum products and 19,564 and 41,849 Bbls/day, respectively, of crude oil associated with our Port of Baton Rouge Terminal pipelines.
Current wording
(1)Total daily volumes for the three months ended June 30, 2025 and June 30, 2024 include 16,403 and 19,356 Bbls/day, respectively, of intermediate refined petroleum products and 31,775 and 36,269 Bbls/day, respectively, of crude oil associated with our Port of Baton Rouge Terminal pipelines. Total daily volumes for the six months ended June 30, 2025 and June 30, 2024 include 17,500 and 24,766 Bbls/day, respectively, of intermediate refined petroleum products and 25,703 and 39,059 Bbls/day, respectively, of crude oil associated with our Port of Baton Rouge Terminal pipelines.
Previous wording
Onshore transportation and services Segment Margin for the 2025 Quarter decreased $3.3 million, or 18%, from the 2024 Quarter primarily due to lower NaHS and caustic soda sales volumes and an overall decrease in volumes on our onshore crude oil pipeline systems. This decrease was partially offset by an increase in the rail unload volumes at our Scenic Station facility in the 2025 Quarter.
Current wording
Onshore transportation and services Segment Margin for the first six months of 2025 decreased $5.1 million, or 13%, from the first six months of 2024 primarily due to an overall decrease in volumes on our onshore crude oil pipeline systems and lower NaHS and caustic soda sales volumes. These decreases were partially offset by an increase in rail unload volumes at our Scenic Station facility.
Previous wording
Total general and administrative expenses for the 2025 Quarter increased by $25.9 million from the 2024 Quarter primarily due to the increase in third party costs related to business development activities and growth projects in the 2025 Quarter as a result of the transaction costs incurred associated with the sale of our Alkali Business.
Current wording
Total general and administrative expenses for the first six months of 2025 increased by $22.4 million from the first six months of 2024. This increase is primarily due to the increase in third party costs related to business development activities and growth projects in the first quarter of 2025 as a result of the transaction costs incurred associated with the sale of the Alkali Business on February 28, 2025. This increase was partially offset due to the 2024 Quarter experiencing higher corporate general and administrative costs as a result of us conforming our short-term cash incentive programs to industry standards at that time.
Previous wording
Total depreciation and amortization expense for the 2025 Quarter increased by $6.8 million from the 2024 Quarter. This increase is primarily attributable to our continued growth and maintenance capital expenditures and placing new assets into service, including a substantial portion of our CHOPS expansion project, subsequent to the period ended March 31, 2024.
Current wording
Total depreciation and amortization expense for the 2025 Quarter increased by $4.7 million from the 2024 Quarter. This increase is primarily attributable to our continued growth and maintenance capital expenditures and placing new assets into service, including our CHOPS expansion project, subsequent to the period ended June 30, 2024.
Previous wording
Interest expense, net for the 2025 Quarter increased by $7.7 million primarily due to an increase in interest expense on our senior unsecured notes and a decrease in capitalized interest during the 2025 Quarter as compared to the 2024 Quarter. The increase in interest expense associated with our senior unsecured notes was primarily related to the issuance of our 7.875% senior unsecured notes due May 15, 2032 (the “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. The decrease in capitalized interest in the 2025 Quarter is primarily attributable to the completion of certain phases of the CHOPS expansion project subsequent to the 2024 Quarter.
Current wording
Interest expense, net for the first six months of 2025 increased by $3.9 million from the first six months of 2024 primarily due to an increase in interest expense on our senior unsecured notes and a decrease in capitalized interest. The increase in interest expense associated with our senior unsecured notes was primarily related to the issuance of our 7.875% senior unsecured notes due May 15, 2032 (the “2032 Notes”) in May 2024, which have a higher principal and interest rate as compared to our 6.25% senior unsecured notes due May 15, 2026 (the “2026 Notes”) that were redeemed in June 2024. The decrease in capitalized interest in the first six months of 2025 is primarily attributable to the completion of the CHOPS expansion project subsequent to June 30, 2024.
Previous wording
These increases were partially offset by lower interest expense on our senior secured credit facility during the 2025 Quarter as a result of the proceeds received from the sale of our Alkali Business on February 28, 2025 and the immediate pay-down of the outstanding borrowings on our senior secured credit facility at that time.
Current wording
These increases were partially offset by lower interest expense on our senior secured credit facility during the first six months of 2025 as a result of a reduction in the average borrowings outstanding during the period as a result of the proceeds received from the sale of the Alkali Business on February 28, 2025 and the immediate pay-down of the outstanding borrowings on our senior secured credit facility at that time.
Previous wording
On July 19, 2024, we entered into the Seventh Amended and Restated Credit Agreement (the “credit agreement”) to replace our Sixth Amended and Restated Credit Agreement, which 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, provided that if more than $150 million of our 2028 Notes remain outstanding as of November 2, 2027, the credit agreement matures on such date.
Current wording
On July 19, 2024, we entered into the Seventh Amended and Restated Credit Agreement (the “credit agreement”) to replace our Sixth Amended and Restated Credit Agreement. The 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, provided that 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
On December 19, 2024, we issued $600.0 million in aggregate principal amount of our 8.000% senior unsecured notes due May 15, 2033 (the “2033 Notes”). Interest payments are due May 15 and November 15 of each year with the initial interest payment due on May 15, 2025. The issuance of our 2033 Notes generated net proceeds of approximately $589 million, net of issuance costs incurred. We used the net proceeds to repurchase $575 million in principal of our 2027 Notes and pay a portion of the accrued interest and tender premium and fees on the notes that were validly tendered.
Current wording
On December 19, 2024, we issued $600.0 million in aggregate principal amount of our 8.000% senior unsecured notes due May 15, 2033 (the “2033 Notes”). The issuance of our 2033 Notes generated net proceeds of approximately $589 million, net of issuance costs incurred. We used the net proceeds to repurchase $575 million in principal of our 2027 Notes and pay a portion of the accrued interest and tender premium and fees on the notes that were validly tendered.
Previous wording
On February 28, 2025 we completed the sale of our Alkali Business to an indirect affiliate of WE Soda Ltd. for a gross purchase price of $1.425 billion. We received cash of approximately $1.0 billion, which reflects the net proceeds after the payment of transaction costs and expenses and the assumption of our then outstanding Alkali senior secured notes by an indirect affiliate of WE Soda Ltd. We used the cash proceeds to pay down the outstanding balance on our senior secured credit facility as of February 28, 2025, repurchase certain of our outstanding Class A Convertible Preferred Units (discussed further below), redeem a portion of our outstanding senior unsecured notes (discussed further below), and for general partnership purposes.
Current wording
On February 28, 2025 we completed the sale of the Alkali Business to an indirect affiliate of WE Soda Ltd. for a gross purchase price of $1.425 billion. We received cash of approximately $1.0 billion, which reflects the net proceeds after the payment of transaction costs and expenses and the assumption of our then outstanding Alkali senior secured notes by an indirect affiliate of WE Soda Ltd. We used the cash proceeds to pay down the outstanding balance on our senior secured credit facility as of February 28, 2025, repurchase certain of our outstanding Class A Convertible Preferred Units (discussed further below), redeem a portion of our outstanding senior unsecured notes (discussed further below), and for general partnership purposes.
Previous wording
In connection with the sale of our Alkali Business, we also entered into the Second Amendment to the credit agreement. This amendment provides for: (i) a reduction from $900 million to $800 million of total borrowing capacity under our senior secured credit facility; (ii) unlimited cash netting against our outstanding debt for purposes of our Consolidated Leverage calculation if our senior secured credit facility is undrawn at the end of a reporting period, otherwise a maximum netting of $25 million is allowed; and (iii) an increased permitted investment basket under certain circumstances that will allow us to opportunistically purchase existing private or public securities across our capital structure.
Current wording
In connection with the sale of the Alkali Business, we also entered into the Second Amendment to the credit agreement. This amendment provides for: (i) a reduction from $900 million to $800 million of total borrowing capacity under our senior secured credit facility; (ii) unlimited cash netting against our outstanding debt for purposes of our consolidated leverage ratio calculation if our senior secured credit facility is undrawn at the end of a reporting period, otherwise a maximum netting of $25 million is allowed; and (iii) an increased permitted investment basket under certain circumstances that will allow us to opportunistically purchase existing private or public securities across our capital structure.
Previous wording
On March 6, 2025, we entered into purchase agreements with the Class A Convertible Preferred unitholders whereby we redeemed a total of 7,416,196 Class A Convertible Preferred Units at an average purchase price of $35.40 per unit. The redemption of these Class A Convertible Preferred Units, which carried an annual coupon rate of 11.24%, has allowed us to lower our overall cost of capital.
Current wording
On March 6, 2025, we entered into purchase agreements with certain Class A Convertible Preferred unitholders whereby we purchased a total of 7,416,196 Class A Convertible Preferred Units at an average purchase price of $35.40 per unit. The purchase of these Class A Convertible Preferred Units, which carried an annual coupon rate of 11.24%, has allowed us to lower our overall cost of capital.
Previous wording
On April 3, 2025, using a portion of the cash proceeds from the sale of our Alkali Business, we redeemed the remaining $406.2 million of principal outstanding on the 2027 Notes, and paid the related accrued interest and redemption premium on those notes that were redeemed.
Current wording
On April 3, 2025, using a portion of the cash proceeds from the sale of the Alkali Business, we redeemed the remaining $406.2 million of principal outstanding on the 2027 Notes, and paid the related accrued interest and redemption premium on those notes that were redeemed.
Previous wording
The successful completion of the above events, and in particular the sale of our Alkali Business, has kick-started the process of simplifying our capital structure, lowered our overall cost of capital and has resulted in no scheduled maturities of our senior unsecured notes or our senior secured credit facility until 2028. In addition, we have an ample amount of available borrowing capacity under our senior secured credit facility, subject to compliance with covenants in the credit agreement, to fund the remaining growth capital expenditures associated with our offshore growth projects that are expected to be completed in the second quarter of 2025, and continue to simplify our capital structure.
Current wording
The successful completion of the above events, and in particular the sale of the Alkali Business, has kick-started the process of simplifying our capital structure, lowered our overall cost of capital and has resulted in no scheduled maturities of our senior unsecured notes or our senior secured credit facility until 2028. In addition, we have an ample amount of available borrowing capacity under our senior secured credit facility, subject to compliance with covenants in the credit agreement.
Previous wording
We anticipate that our future internally-generated funds and the funds available under our senior secured credit facility will allow us to meet our ordinary course capital needs. Our primary sources of liquidity have been cash flows from operations, borrowing availability under our senior secured credit facility, proceeds from the sale of assets, the creation of strategic arrangements to share capital costs through joint ventures or strategic alliances and the proceeds from issuances of equity (common and preferred) and senior unsecured or secured notes.
Current wording
We anticipate that our future internally-generated funds and the funds available under our senior secured credit facility will allow us to meet our ordinary course capital needs. Our primary sources of liquidity have been cash flows from operations, proceeds from the sale of assets, borrowing availability under our senior secured credit facility, the proceeds from issuances of equity (common and preferred) and senior unsecured or secured notes and the creation of strategic arrangements to share capital costs through joint ventures or strategic alliances.
Previous wording
In addition, in an effort to return capital to our investors, we announced a common equity repurchase program (the “Repurchase Program”) on August 8, 2023. The Repurchase Program authorizes the repurchase from time to time of up to 10% of our then outstanding Class A Common Units, or 12,253,922 units, via open market purchases or negotiated transactions conducted in accordance with applicable regulatory requirements. These repurchases may be made pursuant to a repurchase plan or plans that comply with Rule 10b5-1 under the Securities Exchange Act of 1934. The Repurchase Program does not create an obligation for us to acquire a particular number of Class A Common Units and any Class A Common Units repurchased will be canceled. The Repurchase Program was originally scheduled to expire on December 31, 2024, but, in March 2025, we announced that our board of directors extended the Repurchase Program through December 31, 2026, unless expanded and extended prior thereto. To date, we have purchased only 114,900 Class A Common Units under the Repurchase Program.
Current wording
In addition, in an effort to return capital to our investors, we announced a common equity repurchase program (the “Repurchase Program”) on August 8, 2023. The Repurchase Program authorizes the repurchase from time to time of up to 10% of our then outstanding Class A Common Units, or 12,253,922 units, via open market purchases or negotiated transactions conducted in accordance with applicable regulatory requirements. These repurchases may be made pursuant to a repurchase plan or plans that comply with Rule 10b5-1 under the Securities Exchange Act of 1934. The Repurchase Program does not create an obligation for us to acquire a particular number of Class A Common Units and any Class A Common Units repurchased will be canceled. The Repurchase Program will be reviewed no later than December 31, 2026 and may be suspended or discontinued at any time prior thereto. During 2024 and 2025, we did not repurchase any Class A Common Units, and to date, we have purchased 114,900 Class A Common Units under the Repurchase Program.
Previous wording
At March 31, 2025, we did not have any borrowings outstanding under our senior secured credit facility. Our principal amount of debt outstanding totaled approximately $3.5 billion, which related to our senior unsecured notes. Our senior unsecured notes balance is comprised of $406.2 million of our 2027 Notes, $679.4 million of our 2028 Notes, $600.0 million of our 8.250% senior unsecured notes due January 15, 2029 (the “2029 Notes”), $500.0 million of our 8.875% senior unsecured notes due April 15, 2030 (the “2030 Notes”), $700.0 million of our 2032 Notes and $600.0 million of our 2033 Notes.
Current wording
At June 30, 2025, the principal amount of long-term debt outstanding totaled approximately $3.2 billion, consisting of $71.6 million borrowed under our senior secured credit facility and $3.1 billion related to our senior unsecured notes. Our senior unsecured notes balance is comprised of $679.4 million of our 2028 Notes, $600.0 million of our 8.250% senior unsecured notes due January 15, 2029 (the “2029 Notes”), $500.0 million of our 8.875% senior unsecured notes due April 15, 2030 (the “2030 Notes”), $700.0 million of our 2032 Notes and $600.0 million of our 2033 Notes.
Previous wording
The available borrowing capacity under our senior secured credit facility at March 31, 2025 is $795.5 million, subject to compliance with covenants. Our inventory financing sublimit as of March 31, 2025 was $10.7 million of the maximum allowed of $200 million. 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 June 30, 2025 is $723.9 million, subject to compliance with covenants. Our inventory financing sublimit as of June 30, 2025 was $36.0 million of the maximum allowed of $200.0 million. Our credit agreement does not include a “borrowing base” limitation except with respect to our inventory loans.
Previous wording
See Note 15 in our Unaudited Condensed Consolidated Financial Statements for information regarding changes in components of operating assets and liabilities during the first three months of 2025 and the first three months of 2024.
Current wording
See Note 15 in our Unaudited Condensed Consolidated Financial Statements for information regarding changes in components of operating assets and liabilities during the first six months of 2025 and the first six months of 2024.
Previous wording
Net cash flows provided by our operating activities for the three months ended March 31, 2025 were $24.8 million compared to $125.9 million for the three months ended March 31, 2024. The decrease in cash flows from operating activities is primarily attributable to a decrease in our reported Segment Margin and negative changes in working capital in the first three months of 2025 relative to the first three months of 2024. In addition, cash flows provided by operating activities for the first three months of 2025 only included activity from the Alkali Business prior to the sale on February 28, 2025, whereas the first three months of 2024 included a full quarter of activity from the Alkali Business.
Current wording
Net cash flows provided by our operating activities for the six months ended June 30, 2025 were $71.8 million compared to $230.6 million for the six months ended June 30, 2024. The decrease in cash flows from operating activities is primarily attributable to a decrease in our reported Segment Margin and negative changes in working capital in the first six months of 2025 relative to the first six months of 2024. In addition, cash flows provided by operating activities for the first six months of 2025 only included activity from the Alkali Business prior to the sale on February 28, 2025, whereas the first six months of 2024 included a full period of activity from the Alkali Business.
Previous wording
(2)Excluded from the table above were total capital expenditures of $6.4 million and $18.6 million for the three months ended March 31, 2025 and 2024, respectively, associated with the Alkali Business that was sold on February 28, 2025.
Current wording
(2)Excluded from the table above were total capital expenditures of $6.4 million and $36.1 million for the six months ended June 30, 2025 and 2024, respectively, associated with the Alkali Business that was sold on February 28, 2025.
Previous wording
During 2022, we entered into definitive agreements to provide transportation services for 100% of the crude oil production associated with two separate standalone deepwater developments, Shenandoah and Salamanca, that have a combined production capacity of approximately 200,000 barrels per day. In conjunction with these agreements, we are expanding the current capacity of our CHOPS pipeline and constructing the SYNC Pipeline to connect one of the developments to our existing asset footprint in the Gulf of America.
Current wording
During 2022, we entered into definitive agreements to provide transportation services for 100% of the crude oil production associated with two separate standalone deepwater developments, Shenandoah and Salamanca, that have a combined production capacity of approximately 200,000 barrels per day. In conjunction with these agreements, we have incurred growth capital expenditures to expand the current capacity of our CHOPS Pipeline and construct the SYNC Pipeline.
Previous wording
Additionally, in 2023 and 2024, we entered into several additional definitive agreements with existing producers to further commit the volumes transported on our offshore pipeline infrastructure (including our SYNC Pipeline and CHOPS pipeline). The producer agreements include long term take-or-pay arrangements and, accordingly, we are able to receive a project completion credit for purposes of calculating the leverage ratio under our credit agreement throughout the construction period.
Current wording
Additionally, in 2023 and 2024, we entered into several additional definitive agreements with existing producers to further commit the volumes transported on our offshore pipeline infrastructure (including our SYNC Pipeline and CHOPS Pipeline). The producer agreements include long-term take-or-pay arrangements and, accordingly, we are able to receive a project completion credit for purposes of calculating the leverage ratio under our credit agreement.
Previous wording
The CHOPS expansion includes a complete overhaul of the GB-72 topside facilities, reconnection of the CHOPS pipeline to the GB-72 platform, and the addition of pumps at both the HI-A5 and GB-72 platforms to upgrade processing capabilities and increase throughput. During the fourth quarter of 2024, we completed the overhaul of the GB-72 topside facilities and reconnected the CHOPS pipeline to the GB-72 platform. We plan to complete the installation of the additional pumps in the second quarter of 2025.
Current wording
The CHOPS expansion includes a complete overhaul of the GB-72 topside facilities, reconnection of the CHOPS Pipeline to the GB-72 platform, and the addition of pumps at both the HI-A5 and GB-72 platforms to upgrade processing capabilities and increase throughput. During the fourth quarter of 2024, we completed the overhaul of the GB-72 topside facilities and reconnected the CHOPS Pipeline to the GB-72 platform and during the 2025 Quarter we completed the installation of the additional pumps at the HI-A5 and GB-72 platforms.
Previous wording
Maintenance capital expenditures incurred during the first three months of 2025 and 2024 from our continuing operations primarily related to expenditures in our marine transportation segment to replace and upgrade certain equipment associated with our barge and fleet vessels during our dry-docks. Additionally, our offshore transportation assets require maintenance capital expenditures to replace, maintain and upgrade equipment at certain of our offshore platforms and pipelines that we operate. See further discussion under “Available Cash before Reserves” for how such maintenance capital utilization is reflected in our calculation of Available Cash before Reserves.
Current wording
Maintenance capital expenditures incurred during the first six months of 2025 and 2024 from our continuing operations primarily related to expenditures in our marine transportation segment to replace and upgrade certain equipment associated with our barge and fleet vessels during our dry-docks. Additionally, our offshore transportation assets require maintenance capital expenditures to replace, maintain and upgrade equipment at certain of our offshore platforms and pipelines that we operate. See further discussion under “Available Cash before Reserves” for how such maintenance capital utilization is reflected in our calculation of Available Cash before Reserves.
Previous wording
In January 2025, we declared our quarterly distribution to our common unitholders of $0.165 per unit related to the fourth quarter of 2024. 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 were paid on February 14, 2025 to unitholders of record at the close of business on January 31, 2025.
Current wording
In April 2025, we declared our quarterly distribution to our common unitholders of $0.165 per unit related to the first quarter of 2025. 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 were paid on May 15, 2025 to unitholders of record at the close of business on April 30, 2025.
Previous wording
Our $3.5 billion aggregate principal amount of senior unsecured notes co-issued by Genesis Energy, L.P. and Genesis Energy Finance Corporation are fully and unconditionally guaranteed jointly and severally by the Guarantor Subsidiaries, except for certain immaterial subsidiaries. The non-Guarantor Subsidiaries are indirectly owned by Genesis Crude Oil, L.P., a Guarantor Subsidiary. The Guarantor Subsidiaries largely own the assets that we use to operate our business. See Note 10 in our Unaudited Condensed Consolidated Financial Statements for additional information regarding our consolidated debt obligations.
Current wording
Our $3.1 billion aggregate principal amount of senior unsecured notes co-issued by Genesis Energy, L.P. and Genesis Energy Finance Corporation are fully and unconditionally guaranteed jointly and severally by the Guarantor Subsidiaries, except for certain immaterial subsidiaries. The non-Guarantor Subsidiaries are indirectly owned by Genesis Crude Oil, L.P., a Guarantor Subsidiary. The Guarantor Subsidiaries largely own the assets that we use to operate our business. See Note 10 in our Unaudited Condensed Consolidated Financial Statements for additional information regarding our consolidated debt obligations.
Showing the first 40 of 47 pairs. Open the source sections for the rest.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
Offshore pipeline transportation Segment Margin for the first six months of 2025 decreased $19.8 million, or 11%, from the first six months of 2024 primarily due to: (i) an economic step-down in the rate on a certain existing life-of-lease transportation dedication; (ii) producer underperformance at several of the major fields attached to our pipeline infrastructure; and (iii) an increase in our operating costs. At the beginning of the third quarter of 2024, 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 in the first six months of 2025 relative to the first six months of 2024 as a result of several wells being shut in due to certain sub-sea operational and technical challenges. 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. Based on discussions with the producers from these impacted fields, the remediation work is nearing completion, and we expect a return to more normalized production rates from these fields in the third quarter of 2025.
Current report — wording carried from elsewhere
Total depreciation and amortization expense for the first six months of 2025 increased by $11.5 million from the first six months of 2024. This increase is primarily attributable to our continued growth and maintenance capital expenditures and placing new assets into service, including our CHOPS expansion project, subsequent to the period ended June 30, 2024.
Current report — wording carried from elsewhere
These decreases were partially offset by a decrease in capitalized interest in the 2025 Quarter, which is primarily attributable to the completion of the CHOPS expansion project subsequent to the 2024 Quarter.