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What changed in GENESIS ENERGY LP's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of GENESIS ENERGY LP's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+535 added−622 removedSource: 10-K (2025-03-03) vs 10-K (2024-02-23)

Top changes in GENESIS ENERGY LP's 2024 10-K

535 paragraphs added · 622 removed · 447 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

155 edited+32 added−76 removed183 unchanged
Biggest changeWe believe the following are critical to meet our objectives: • New and increased volumes on our existing offshore assets in the Gulf of Mexico through long-term contracted commercial opportunities that require minimal to no additional investment from us.
Biggest changeWe believe the following are critical to meet our objectives: • New and increased volumes on our existing offshore assets in the Gulf of America through long-term contracted commercial opportunities that require minimal to no additional investment from us, including continued in-field and sub-sea tieback opportunities as a result of the continued investment by the offshore producing community. • New incremental volumes from long-term contracted offshore commercial opportunities in the Gulf of America, including the Shenandoah development, which will tie into our SYNC Pipeline (defined and discussed further below under “Recent Developments”) and further downstream to our Cameron Highway oil pipeline system (“CHOPS Pipeline”), and the Salamanca Floating Production System (“FPS”), which will tie into our existing Southeast Keathly Canyon pipeline system (“SEKCO Pipeline”) for further transportation downstream to our Poseidon oil pipeline system (“Poseidon Pipeline”).
We also export NaHS to South America for sale to customers for mining in Peru and Chile. Many of the industries that our NaHS customers are in (such as copper mining and the pulp and paper industry) participate in global markets for their products.
We also export NaHS to South America for sale to mining customers in Peru and Chile. Many of the industries that our NaHS customers are in (such as copper mining and the pulp and paper industry) participate in global markets for their products.
In our crude oil onshore facilities and transportation operations, we compete with other regional and local midstream service providers and companies who may have significant market share in the respective areas in which they operate. Competition among common carrier pipelines is based primarily on posted tariffs, quality of customer service and proximity to refineries, production and connecting pipelines.
Competition In our crude oil onshore facilities and transportation operations, we compete with other regional and local midstream service providers and companies who may have significant market share in the respective areas in which they operate. Competition among common carrier pipelines is based primarily on posted tariffs, quality of customer service and proximity to refineries, production and connecting pipelines.
On January 20, 2022, the FERC granted a rehearing of certain aspects of the final rule and revised the index level to PPI minus 0.21% effective March 1, 2022 through June 30, 2026. The FERC ordered pipelines with filed rates that exceed their index ceiling levels based on PPI minus 0.21% to file rate reductions effective March 1, 2022.
On January 20, 2022, the FERC granted a rehearing of certain aspects of the final rule and revised the index level to PPI-FG minus 0.21% effective March 1, 2022 through June 30, 2026. The FERC ordered pipelines with filed rates that exceed their index ceiling levels based on PPI-FG minus 0.21% to file rate reductions effective March 1, 2022.
See “Compliance with and changes in cybersecurity requirements has a cost impact on our business, and failure to comply with such laws and regulations could have an impact on our assets, costs, revenue generation and growth opportunities.” 30 Table of Contents Available Information We make available free of charge on our internet website ( www.genesisenergy.com ) our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file the material with, or furnish it to, the SEC.
See “Compliance with and changes in cybersecurity requirements has a cost impact on our business, and failure to comply with such laws and regulations could have an impact on our assets, costs, revenue generation and growth opportunities.” 28 Table of Contents Available Information We make available free of charge on our internet website ( www.genesisenergy.com ) our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file the material with, or furnish it to, the SEC.
We currently own or lease, and have in the past owned or leased, properties that have been in use for many years with the gathering and transportation of hydrocarbons including crude oil and other activities that could cause an environmental impact.
We currently own or lease, and have in the past owned, operated or leased, properties that have been in use for many years with the gathering and transportation of hydrocarbons including crude oil and other activities that could cause an environmental impact.
The Nautilus System connects the Anaconda Gathering system and Manta Ray Offshore Gathering System to the Neptune natural gas processing plant located in south Louisiana. 14 Table of Contents Offshore Hub Platforms Offshore Hub platforms are typically used to: (i) interconnect the offshore pipeline network; (ii) provide an efficient means to perform pipeline maintenance; (iii) locate compression, separation and production handling equipment and similar assets; and (iv) conduct drilling operations during the initial development phase of a crude oil and natural gas property.
The Nautilus System connects the Anaconda Gathering system and Manta Ray Offshore Gathering System to the Neptune natural gas processing plant located in south Louisiana. 13 Table of Contents Offshore Hub Platforms Offshore Hub platforms are typically used to: (i) interconnect the offshore pipeline network; (ii) provide an efficient means to perform pipeline maintenance; (iii) locate compression, separation and production handling equipment and similar assets; and (iv) conduct drilling operations during the initial development phase of a crude oil and natural gas property.
We intend to execute this strategy by: • Identifying and exploiting incremental profit opportunities, including cost synergies, across an increasingly integrated footprint; • Economically expanding our pipeline and terminal operations by utilizing capacity currently available on our existing assets that requires minimal to no additional investment; • Optimizing our existing assets and creating synergies through additional commercial and operating advancement; • Leveraging customer relationships across business segments; • Attracting new customers and expanding our scope of services offered to existing customers; • Expanding the geographic reach of our businesses; • Evaluating internal and third party growth opportunities (including asset and business acquisitions) that leverage our core competencies and strengths and further integrate our businesses; and • Focusing on health, safety and environmental stewardship, and advancement of our sustainability program.
We intend to execute this strategy by: • Identifying and exploiting incremental profit opportunities, including cost synergies, across an increasingly integrated footprint; • Economically expanding our pipeline and terminal operations by utilizing capacity currently available on our existing assets that requires minimal to no additional investment; 7 Table of Contents • Optimizing our existing assets and creating synergies through additional commercial and operating advancement; • Leveraging customer relationships across business segments; • Attracting new customers and expanding our scope of services offered to existing customers; • Expanding the geographic reach of our businesses; • Evaluating internal and third party growth opportunities (including asset and business acquisitions) that leverage our core competencies and strengths and further integrate our businesses; and • Focusing on health, safety and environmental stewardship, and advancement of our sustainability program.
On the other hand, in mature developed areas serviced by extensive, multi-directional pipelines, with extensive connections to various markets, pipeline transportation may be preferred by shippers, especially if shippers are willing to make longer-term economic commitments, such as take-or-pay commitments. Lastly, all but four of our inland marine transportation barges are asphalt capable and heated.
On the other hand, in mature developed areas serviced by extensive, multi-directional pipelines, with extensive connections to various markets, pipeline transportation may be preferred by shippers, especially if shippers are willing to make longer-term economic commitments, such as take-or-pay commitments. Lastly, all of our inland marine transportation barges are asphalt capable and heated.
CHOPS pipeline is comprised of 24- to 30-inch diameter pipelines designed to deliver crude oil from fields in the Gulf of Mexico to refining markets along the Texas Gulf Coast via interconnections with refineries and terminals located in Port Arthur and Texas City, Texas. Cameron Highway Oil Pipeline Company, LLC (“CHOPS”) also owns three strategically located multi-purpose offshore platforms.
CHOPS Pipeline is comprised of 24- to 30-inch diameter pipelines designed to deliver crude oil from fields in the Gulf of America to refining markets along the Texas Gulf Coast via interconnections with refineries and terminals located in Port Arthur and Texas City, Texas. Cameron Highway Oil Pipeline Company, LLC (“CHOPS”) also owns three strategically located multi-purpose offshore platforms.
Further, to attract and meet the needs of our workforce, we offer a comprehensive and affordable benefits program that includes medical, dental, vision, life insurance, and disability protection, along with a generous retirement savings plan, including up to six percent matching. Our benefits package options may vary depending on the type of employee and date of hire.
Furthermore, to attract and meet the needs of our workforce, we offer a comprehensive and affordable benefits program that includes medical, dental, vision, life insurance, and disability protection, along with a generous retirement savings plan, including up to six percent matching. Our benefits package options may vary depending on the type of employee and date of hire.
The Clean Water Act and regulations implemented thereunder also prohibit the discharge of dredge and fill material into regulated waters, including jurisdictional wetlands, unless authorized by an appropriately issued permit. 26 Table of Contents The scope of waters regulated under the Clean Water Act has fluctuated in recent years. On June 29, 2015, the EPA and the U.S.
The Clean Water Act and regulations implemented thereunder also prohibit the discharge of dredge and fill material into regulated waters, including jurisdictional wetlands, unless authorized by an appropriately issued permit. 24 Table of Contents The scope of waters regulated under the Clean Water Act has fluctuated in recent years. On June 29, 2015, the EPA and the U.S.
The High Island Offshore System (“HIOS”) transports natural gas from producing fields located in the Galveston, Garden Banks, West Cameron, High Island and East Breaks areas of the Gulf of Mexico to the Kinetica Energy Express. HIOS includes 152 miles of pipeline and eight pipeline junction and service platforms that are regulated by the FERC.
The High Island Offshore System (“HIOS”) transports natural gas from producing fields located in the Galveston, Garden Banks, West Cameron, High Island and East Breaks areas of the Gulf of America to the Kinetica Energy Express. HIOS includes 152 miles of pipeline and eight pipeline junction and service platforms that are regulated by the FERC.
Additionally, we own an interest in a number of junction and service platforms in the Gulf of Mexico, which are used to (i) interconnect the offshore pipeline network; (ii) provide an efficient means to perform pipeline maintenance; and (iii) increase or direct the flow on our pipelines via pumps and measurement equipment.
Additionally, we own an interest in a number of junction and service platforms in the Gulf of America, which are used to (i) interconnect the offshore pipeline network; (ii) provide an efficient means to perform pipeline maintenance; and (iii) increase or direct the flow on our pipelines via pumps and measurement equipment.
The Constitution Pipeline delivers crude oil from the Constitution, Constellation, Caesar Tonga and Ticonderoga production fields located in the Green Canyon area of the Gulf of Mexico to either the CHOPS pipeline or the Poseidon pipeline. None of our offshore crude oil pipelines are rate regulated with the exception of Eugene Island, which is regulated by the FERC.
The Constitution Pipeline delivers crude oil from the Constitution, Constellation, Caesar Tonga and Ticonderoga production fields located in the Green Canyon area of the Gulf of America to either the CHOPS Pipeline or the Poseidon Pipeline. None of our offshore crude oil pipelines are rate regulated with the exception of Eugene Island, which is regulated by the FERC.
The Manta Ray Offshore Gathering System gathers natural gas from producing fields located in the Green Canyon, Southern Green Canyon, Ship Shoal, South Timbalier and Ewing Bank areas of the Gulf of Mexico for delivery to numerous downstream pipelines, including the Nautilus System. This system includes three pipeline junction platforms. • Nautilus.
The Manta Ray Offshore Gathering System gathers natural gas from producing fields located in the Green Canyon, Southern Green Canyon, Ship Shoal, South Timbalier and Ewing Bank areas of the Gulf of America for delivery to numerous downstream pipelines, including the Nautilus System. This system includes three pipeline junction platforms. • Nautilus.
Our VSP’s have been approved and we are operating in compliance with the plans for all of its vessels and that are subject to the requirements, whether engaged in domestic or foreign trade. 24 Table of Contents Railcar Regulation We operate a number of railcar unloading facilities and lease a significant number of railcars.
Our VSP’s have been approved and we are 22 Table of Contents operating in compliance with the plans for all of its vessels and that are subject to the requirements, whether engaged in domestic or foreign trade. Railcar Regulation We operate a number of railcar unloading facilities and lease a significant number of railcars.
The credit risk related to exchange-traded contracts is limited due to the daily cash settlement procedures and other exchange related requirements. When we market crude oil, petroleum products, NaHS, and soda ash and provide transportation and other services, we must determine the amount, if any, of the line of credit we will extend to any given customer.
The credit risk related to exchange-traded contracts is limited due to the daily cash settlement procedures and other exchange related requirements. When we market crude oil, petroleum products, and NaHS and provide transportation and other services, we must determine the amount, if any, of the line of credit we will extend to any given customer.
We are responsible for monitoring the ownership of our subsidiary that engages in maritime transportation and for taking any remedial action necessary to insure that no violation of the Jones Act ownership restrictions occurs. Jones Act requirements significantly increase operating costs of U.S.-flag vessel operations compared to foreign-flag vessel operations.
We are responsible for monitoring the ownership of our subsidiary that engages in maritime transportation and for taking any remedial action necessary to ensure that no violation of the Jones Act ownership restrictions occurs. Jones Act requirements significantly increase operating costs of U.S.-flag vessel operations compared to foreign-flag vessel operations.
We are obligated to pay minimum royalties or annual rentals to our lessors regardless of actual sales and in the case of Sweetwater Royalties to pay royalties in advance based on a formula based on the amount of trona produced and sold in the previous year which is then credited against production royalties owed.
We were obligated to pay minimum royalties or annual rentals to our lessors regardless of actual sales and in the case of Sweetwater Royalties to pay royalties in advance based on a formula based on the amount of trona produced and sold in the previous year which is then credited against production royalties owed.
Our Texas System also transports crude oil from Hastings Junction (south of Houston, Texas) to several delivery points near Houston, Texas (including our Webster, Texas facility). We earn a tariff for our transportation services, with the tariff rate per barrel of crude oil varying with the distance from injection point to delivery point. • Jay System .
Our Texas System also transports crude oil from Hastings Junction (south of Houston, Texas) to several delivery points near Houston, Texas (including our Webster, Texas facility). We earn a tariff for our transportation services, with the tariff rate per barrel of crude oil varying with the distance from injection point to delivery point. • Louisiana System .
An affiliate of Shell owns the remaining 36% interest in Poseidon Oil Pipeline Company, LLC (“Poseidon”). • Odyssey Pipeline. The Odyssey pipeline is comprised of 12- to 20-inch diameter pipelines to deliver crude oil from developments in the eastern Gulf of Mexico to other pipelines and terminals onshore Louisiana.
An affiliate of Shell owns the remaining 36% interest in Poseidon Oil Pipeline Company, LLC (“Poseidon”). • Odyssey Pipeline. The Odyssey pipeline is comprised of 12- to 20-inch diameter pipelines to deliver crude oil from developments in the eastern Gulf of America to other pipelines and terminals onshore Louisiana.
The volumes of crude oil, refined products or intermediate feedstocks we purchase are either subject to back-to-back sales contracts or are hedged with exchange-traded derivatives to limit our direct exposure to movements in the price of the commodity, although we cannot completely eliminate commodity price exposure.
The volumes of crude oil, refined products or intermediate feedstocks we purchase are either subject to back-to-back sales contracts or are hedged with exchange-traded derivatives to limit our direct exposure to movements in the price of the commodity; however, we cannot completely eliminate commodity price exposure.
A financial party owns the remaining 36% interest in CHOPS. • Poseidon Pipeline. The Poseidon pipeline is comprised of 16- to 24-inch diameter pipelines to deliver crude oil from developments in the central and western offshore Gulf of Mexico to other pipelines and terminals onshore and offshore Louisiana.
A financial party owns the remaining 36% interest in CHOPS. • Poseidon Pipeline. The Poseidon Pipeline is comprised of 16- to 24-inch diameter pipelines to deliver crude oil from developments in the central and western offshore Gulf of America to other pipelines and terminals onshore and offshore Louisiana.
Southeast Keathley Canyon Pipeline Company, LLC (“SEKCO”) has crude oil transportation agreements with various Gulf of Mexico producers who have dedicated their production from the Buckskin, Hadrian North and Lucius production areas to the SEKCO pipeline for the life of their reserves.
Southeast Keathley Canyon Pipeline Company, LLC (“SEKCO”) has crude oil transportation agreements with various Gulf of America producers who have dedicated their production from the Buckskin, Hadrian North and Lucius production areas to the SEKCO Pipeline for the life of their reserves.
The Marco Polo platform, which is located in Green Canyon Block 608, processes crude oil and natural gas from production fields located in the South Green Canyon area of the Gulf of Mexico. • East Cameron. The East Cameron 373 platform has the ability to process production from the Garden Banks and East Cameron areas of the Gulf of Mexico.
The Marco Polo platform, which is located in Green Canyon Block 608, processes crude oil and natural gas from production fields located in the South Green Canyon area of the Gulf of America. • East Cameron. The East Cameron 373 platform has the ability to process production from the Garden Banks and East Cameron areas of the Gulf of America.
For more information, please see discussion of “Overview of Mining Property and Operations” in Item 2 below. We pay royalties to the BLM, the State of Wyoming and Sweetwater Royalties, LLC (“Sweetwater Royalties”) who acquired the mineral rights through a conveyance from Sweetwater.
For more information, please see discussion of “Overview of Mining Property and Operations” in Item 2 below. We paid royalties to the BLM, the State of Wyoming and Sweetwater Royalties, LLC (“Sweetwater Royalties”) who acquired the mineral rights through a conveyance from Sweetwater.
The Shenzi Pipeline delivers crude oil from the Shenzi production field located in the Green Canyon area of the Gulf of Mexico offshore Louisiana as well as from the King’s Quay FPS, which supports the Khaleesi, Mormont and Samurai field developments, to the CHOPS pipeline and Poseidon pipeline. • Allegheny Pipeline.
The Shenzi Pipeline delivers crude oil from the Shenzi production field located in the Green Canyon area of the Gulf of America offshore Louisiana as well as from the King’s Quay FPS, which supports the Khaleesi, Mormont and Samurai field developments, to the CHOPS Pipeline and Poseidon Pipeline. • Allegheny Pipeline.
We are subject to the PHMSA Integrity Management, or IM, regulations, which require that we perform baseline assessments of all pipelines that could affect a HCA, and to continually assess all pipelines at specified intervals to periodically evaluate the integrity of each pipeline segment that could affect a HCA.
We are subject to the PHMSA Integrity Management, or IM, regulations, which require that we perform baseline assessments of all pipelines that could affect an HCA, and to continually assess all pipelines at specified intervals to periodically evaluate the integrity of each pipeline segment that could affect an HCA.
Offshore Pipeline Transportation Segment We conduct our offshore crude oil and natural gas pipeline transportation and handling operations in the Gulf of Mexico 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 in the Gulf of Mexico, primarily offshore Texas, Louisiana and Mississippi.
Offshore Pipeline Transportation 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.
In connection with these services, we utilize our increasingly integrated portfolio of logistical assets consisting of pipelines, trucks, terminals and barges. The integrated nature of our onshore facilities and transportation assets is particularly evident in areas such as Louisiana and Texas.
In connection with these services, we utilize our increasingly integrated portfolio of logistical assets consisting of pipelines, trucks, terminals, barges and rail unloading facilities. The integrated nature of our onshore facilities and transportation assets is particularly evident in areas such as Louisiana and Texas.
We provide transportation services on our Mississippi pipeline through an “incentive” tariff which provides that the average rate per barrel that we charge during any month decreases as our aggregate throughput for that month increases above specified thresholds. • Louisiana System .
We provide transportation services on our Mississippi pipeline through an “incentive” tariff which provides that the average rate per barrel that we charge during any month decreases as our aggregate throughput for that month increases above specified thresholds.
The Anaconda Gathering System gathers natural gas from producing fields located in the Green Canyon area in the Gulf of Mexico, as well as the King’s Quay FPS, which supports the Khaleesi, Mormont and Samurai field developments, to the Nautilus System. • Green Canyon.
The Anaconda Gathering System gathers natural gas from producing fields located in the Green Canyon area in the Gulf of America, as well as the King’s Quay FPS, which supports the Khaleesi, Mormont and Samurai field developments, to the Nautilus System. • Green Canyon.
Onshore Facilities and Transportation We provide onshore facilities and transportation services to Gulf Coast crude oil refineries and producers through a combination of purchasing, transporting, storing, blending and marketing of crude oil and refined products (primarily fuel oil, asphalt, and, at times, other heavy refined products).
Onshore Facilities and Transportation We provide onshore facilities and transportation services to Gulf Coast crude oil refiners and producers through a combination of purchasing, transporting, storing, blending and marketing of crude oil and refined products (primarily fuel oil, asphalt, and, at times, other heavy refined products).
We may be unable to include some or all of such increased costs in the rates charged by our pipelines or other facilities, and any such recovery may depend on events beyond our control, including the outcome of future rate proceedings before the FERC or state regulatory agencies and the provisions of any final legislation or implementing regulations.
We may be unable to include some or all of such increased costs in the rates charged by our pipelines or other facilities, and any such recovery may depend on events beyond our control, including the outcome of future rate proceedings before the FERC or 26 Table of Contents state regulatory agencies and the provisions of any final legislation or implementing regulations.
NaHS has also gained acceptance in environmental applications, including waste treatment programs requiring stabilization and reduction of heavy and toxic metals and flue gas scrubbing. Additionally, NaHS can be used for removing hair from hides at the beginning of the tannery process. 17 Table of Contents Caustic soda is used in many of the same industries as NaHS.
NaHS has also gained acceptance in environmental applications, including waste treatment programs requiring stabilization and reduction of heavy and toxic metals and flue gas scrubbing. Additionally, NaHS can be used for removing hair from hides at the beginning of the tannery process. Caustic soda is used in many of the same industries as NaHS.
Customers Due to the capital requirements of exploring for and developing crude oil properties in the deepwater regions of the Gulf of Mexico, most of our offshore pipeline customers are integrated energy companies and other large independent producers, who desire to have longer-term arrangements ensuring that their production can access the markets.
Customers Due to the intensive capital requirements of exploring for and developing crude oil properties in the deepwater regions of the Gulf of America, most of our offshore pipeline customers are integrated energy companies and other large independent producers, who desire to have longer-term arrangements ensuring that their production can access the markets.
Competition among common marine carriers is based on a number of factors including proximity to production, refineries and connecting infrastructures, customer service, and transportation pricing. 19 Table of Contents Our marine transportation segment also competes with other modes of transporting crude oil and heavy refined petroleum products, including pipeline, rail and trucking operations.
Competition among common marine carriers is based on a number of factors including proximity to production, refineries and connecting infrastructures, customer service, and transportation pricing. Our marine transportation segment also competes with other modes of transporting crude oil and heavy refined petroleum products, including pipeline, rail and trucking operations.
That system also includes gathering connections, additional crude oil storage capacity of approximately 20,000 barrels in the field, an interconnect with our Walnut Hill rail facility, a delivery connection to a refinery in Alabama and an interconnection to another common carrier pipeline that delivers crude oil into Mississippi. • Mississippi System.
That system also includes gathering connections, additional crude oil storage capacity of approximately 20,000 barrels in the field, an interconnect with our Walnut Hill rail facility, a delivery connection to a refinery in Alabama and an interconnection to another common carrier pipeline that delivers crude oil into Mississippi. 19 Table of Contents • Mississippi System.
These laws and regulations, as well as any future laws and their implementing regulations, may require us to obtain pre-approval for the 27 Table of Contents expansion or modification of existing facilities or the construction of new facilities expected to produce air emissions, impose stringent air permit requirements, or mandate the use of specific equipment or technologies to control emissions.
These laws and regulations, as well as any future laws and their implementing regulations, may require us to obtain pre-approval for the expansion or modification of existing facilities or the construction of new facilities expected to produce air emissions, impose stringent air permit requirements, or mandate the use of specific equipment or technologies to control emissions.
Additionally, our crude oil and petroleum product gathering and marketing expertise and knowledge base provide us with an ability to capitalize on opportunities that arise from time to time in our market areas.
Additionally, our crude oil and petroleum product gathering and marketing expertise and knowledge base provide us with the ability to capitalize on opportunities that arise from time to time in our market areas.
Our Texas System takes delivery of crude oil volumes at Texas City (which includes the capability of receiving various Gulf of Mexico pipeline volumes) for delivery to our Webster, Texas facility, which ultimately connects to other crude oil pipelines.
Our Texas System takes delivery of crude oil volumes at Texas City (which includes the capability of receiving various Gulf of America pipeline volumes) for delivery to our Webster, Texas facility, which ultimately connects to other crude oil pipelines.
We provide an integrated suite of services to refiners, crude oil and natural gas producers, and industrial and commercial enterprises and have a diverse portfolio of assets, including pipelines, offshore hub and junction platforms, refinery-related plants, storage tanks and terminals, railcars, barges and other vessels, and trucks.
We provide an integrated suite of services to crude oil and natural gas producers, refiners, and industrial and commercial enterprises and have a diverse portfolio of assets, including pipelines, offshore hub and junction platforms, refinery-related plants, storage tanks and terminals, railcars, rail unloading facilities, barges and other vessels, and trucks.
All of our vessels operate under the U.S. flag and are qualified for U.S. coastwise trade under the Jones Act. 10 Table of Contents • We have an experienced, knowledgeable and motivated executive management team with a proven track record. Our executive management team has a significant level of experience in the midstream sector.
All of our vessels operate under the U.S. flag and are qualified for U.S. coastwise trade under the Jones Act. • We have an experienced, knowledgeable and motivated executive management team with a proven track record. Our executive management team has a significant level of experience in the midstream sector.
The PHMSA has issued a number of rulemakings in response to the Pipeline Safety Act, the 2016 PIPES Act, and the 2020 PIPES Act, as well as prior statutes, concerning pipeline safety that impact our pipeline facilities. Over the past several years, the PHMSA adopted additional regulations for natural gas and hazardous liquid pipeline safety.
The PHMSA has issued a number of rulemakings in response to the Pipeline Safety Act, the 2016 PIPES Act, and the 2020 PIPES Act, as well as prior statutes, concerning pipeline safety that impact our pipeline facilities. Over the past several 27 Table of Contents years, the PHMSA adopted additional regulations for natural gas and hazardous liquid pipeline safety.
Persons deemed “responsible persons” under CERCLA may be subject to strict and joint and several liability for the costs of removing or remediating previously disposed wastes (including wastes disposed of or released by prior owners or operators) or property contamination (including groundwater contamination), for damages to natural resources, and for the costs of certain health studies.
Persons deemed “responsible persons” under CERCLA may be subject to strict and joint and several liability for the costs of removing or remediating previously disposed wastes (including wastes disposed of or released by prior owners or operators) or property contamination (including groundwater contamination), for damages to the environment, and for the costs of certain health studies.
Our soda and sulfur services segment is not dependent on any single or small group of customers. The loss of any one customer would not have a material adverse effect on us. Competition - Alkali Business The global soda ash market in which our Alkali Business operates in is competitive.
Our soda and sulfur services segment is not dependent on any single or small group of customers. The loss of any one customer would not have a material, adverse effect on us. Competition - Alkali Business The global soda ash market in which our Alkali Business operated in was competitive.
Our historically consistent financial performance, combined with our goal of a conservative capital structure over the long term, has allowed us to generate relatively stable and increasing cash flows from operations. • We have limited direct commodity price risk exposure in our crude oil marketing business and cost exposure in our soda ash and NaHS businesses.
Our historically consistent financial performance, combined with our goal of a conservative capital structure over the long term, has allowed us to generate relatively stable cash flows from operations. • We have limited direct commodity price risk exposure in our crude oil marketing business and cost exposure in our NaHS business.
These royalties are calculated based upon the gross value of soda ash and related products at a certain stage in the mining process.
These royalties were calculated based upon the gross value of soda ash and related products at a certain stage in the mining process.
On April 17, 2023, the EPA agreed in a consent decree to issue a proposed rule by December 10, 2024 that either revises its emission standards for hazardous air pollutants from oil and natural gas production activities or determines that no revision is necessary.
On April 17, 2023, the 25 Table of Contents EPA agreed in a consent decree to issue a proposed rule by December 10, 2024 that either revises its emission standards for hazardous air pollutants from oil and natural gas production activities or determines that no revision is necessary.
We sell our NaHS to customers in a variety of industries, with the largest customers involved in mining of base metals, primarily copper and molybdenum, and the production of pulp and paper. We sell to customers in the copper mining industry in the western U.S., Canada and Mexico.
Customers - Sulfur Services Business We sell our NaHS to customers in a variety of industries, with the largest customers involved in mining of base metals, primarily copper and molybdenum, and the production of pulp and paper. We sell to customers in the copper mining industry in the western U.S., Canada and Mexico.
The below table includes operational information relating to our marine transportation fleet: Inland Offshore American Phoenix Aggregate Fleet Design Capacity (MBbls) 2,285 884 330 Individual Vessel Capacity Range (MBbls) (1) 23-39 65-135 330 Number of: Push/Tug Boats 33 9 — Barges 82 9 — Product Tankers — — 1 (1) Represents capacity per barge ranges on our inland and offshore barge, as well as the capacity of our M/T American Phoenix.
The below table includes operational information relating to our marine transportation fleet: Inland Offshore American Phoenix Aggregate Fleet Design Capacity (MBbls) 2,165 884 330 Individual Vessel Capacity Range (MBbls) (1) 23-39 65-135 330 Number of: Push/Tug Boats 33 10 — Barges 78 9 — Product Tankers — — 1 (1) Represents capacity per barge ranges on our inland and offshore barge, as well as the capacity of our M/T American Phoenix.
The Allegheny Pipeline connects the Allegheny and South Timbalier 316 platforms in the Green Canyon area of the Gulf of Mexico with the CHOPS pipeline and Poseidon pipeline. • Marco Polo Pipeline.
The Allegheny Pipeline connects the Allegheny and South Timbalier 316 platforms in the Green Canyon area of the Gulf of America with the CHOPS Pipeline and Poseidon Pipeline. • Marco Polo Pipeline.
All of our alkali products are produced and transported from our facilities in the Green River Basin via rail or truck to either our customers in North America, or to our leased shipping terminal in Portland, Oregon, where it is loaded onto ocean-going vessels to be sold and delivered to our other customers.
All of our alkali products were produced and transported from our facilities in the Green River Basin via rail or truck to either our customers in North America, or to our leased shipping terminal in Portland, Oregon, where it was loaded onto ocean-going vessels to be sold and delivered to our other customers.
In addition, our service contracts with refiners allow us to adjust the rates we charge for processing to maintain a balance between NaHS supply and demand. • Our offshore Gulf of Mexico crude oil and natural gas pipeline transportation and handling operations are located in a significant producing region with large-reservoir, long-lived crude oil and natural gas properties.
In addition, our service contracts with refiners allow us to adjust the rates we charge for processing to maintain a balance between NaHS supply and demand. 8 Table of Contents • Our offshore Gulf of America crude oil and natural gas pipeline transportation and handling operations are located in a significant producing region with large-reservoir, long-lived crude oil and natural gas properties.
In some cases, we also profit equal to the difference between the price at which we re-sell the crude oil and petroleum products and the price at which we purchase the crude oil and petroleum products, less the associated costs of aggregation and transportation.
In some cases, we also realize a profit equal to the difference between the price at which we sell the crude oil and petroleum products and the price at which we purchase the crude oil and petroleum products, less the associated costs of aggregation and transportation.
Among other things, the rules require all hazardous liquid pipelines in or affecting an HCA to be capable of accommodating in-line inspection tools 29 Table of Contents within the next 20 years.
Among other things, the rules require all hazardous liquid pipelines in or affecting an HCA to be capable of accommodating in-line inspection tools within the next 20 years.
A spot contract is an agreement with a customer to move cargo from a specific origin to a designated destination for a rate negotiated at the time the cargo movement takes place. Spot contract rates are at the current “market” rate and are subject to market volatility.
A spot contract is an agreement with a customer to move cargo from a specific origin to a designated destination for a rate negotiated at the time the cargo movement takes place. Spot contract rates are at the current 17 Table of Contents “market” rate and are subject to market volatility.
In conjunction with these agreements, we are expanding the current capacity of the CHOPS pipeline and constructing a new 100% owned, approximately 105-mile, 20” diameter crude oil pipeline (the “SYNC pipeline”) to connect one of the developments to our existing asset footprint in the Gulf of Mexico.
In conjunction with these agreements, we are expanding the current capacity of our 64% owned CHOPS Pipeline (the “CHOPS expansion”) and constructing a new 100% owned, approximately 105-mile, 20” diameter crude oil pipeline (the “SYNC Pipeline”) to connect one of the developments to our existing asset footprint in the Gulf of America.
Alkali has also sought and received certification of its Wyoming facilities under ISO.9001:2015. 25 Table of Contents Environmental Regulations General - We are subject to stringent federal, state and local laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection.
Alkali had also received certification of its Wyoming facilities under ISO.9001:2015. 23 Table of Contents Environmental Regulations General - We are subject to stringent federal, state and local laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection.
Soda ash, also known by its chemical name sodium carbonate (Na 2 CO 3 ), is a highly valued raw material in the manufacture of glass due to its properties of lowering the melting point of silica in the batch. Soda ash is also valued by detergent manufacturers for its absorptive and water softening properties.
Soda ash, also known by its chemical name sodium carbonate (Na2CO3), is a highly valued raw material in the manufacture of glass due to its properties of lowering the melting point of silica in the batch. Soda ash is also valued by detergent manufacturers for its absorptive and water softening properties.
Credit Exposure Our portfolio of accounts receivable is generally comprised in large part of obligations of refiners, integrated and large independent oil and natural gas producers, industrial companies that purchase soda ash, and mining and other industrial companies that purchase NaHS, most of which have stable payment histories.
Credit Exposure Our portfolio of accounts receivable is generally comprised in large part of obligations of refiners, integrated and large independent oil and natural gas producers, industrial companies that purchased soda ash prior to February 28, 2025, and mining and other industrial companies that purchase NaHS, most of which have stable payment histories.
Our business lines complement each other by allowing us to offer an integrated suite of services to common customers across our segments.
Our businesses complement each other by allowing us to offer an integrated suite of services to common customers across our segments.
Our soda and sulfur services footprint includes NaHS and caustic soda terminals in the Gulf Coast, the Midwest, Montana, Utah, British Columbia and South America. In conjunction with our onshore facilities and transportation segment, we sell and deliver (via railcars, ships, barges and trucks) NaHS and caustic soda to approximately 120 customers.
Our sulfur services footprint includes NaHS and caustic soda terminals in the Gulf Coast, the Southwest, Montana, Utah, British Columbia and South America. In conjunction with our onshore facilities and transportation segment, we sell and deliver (via railcars, ships, barges and trucks) NaHS and caustic soda to over 105 customers.
Not unlike our crude oil operations, we also have the ability to gather refined products from refineries, transport refined products via pipeline, truck, railcar and barge, and sell refined products to customers in wholesale markets. For certain of these services, we generate fee-based income related to the transportation services provided.
We also have the ability to gather refined products from refineries, transport refined products via pipeline, truck, barge and railcar and sell refined products to customers in wholesale markets. For certain of these services, we generate fee-based income related to the transportation services provided.
Our crude oil related services include gathering crude oil from producers at the wellhead, transporting crude oil by gathering line, truck and barge to pipeline injection points, transporting crude oil for our gathering and marketing operations and for other shippers on our pipelines and marketing crude oil to refiners.
We provide services which include the gathering of crude oil from producers at the wellhead, transporting crude oil by gathering line, truck and barge to pipeline injection points, transporting crude oil for our gathering and marketing operations and for other shippers on our pipelines and marketing crude oil to refiners.
An affiliate of Shell owns the remaining 71% interest in Odyssey Pipeline, LLC (“Odyssey”). 13 Table of Contents • Eugene Island.
An affiliate of Shell owns the remaining 71% interest in Odyssey Pipeline, LLC (“Odyssey”). • Eugene Island.
However, to the extent the EPA and the Corps broadly interpret their jurisdiction and expand the range of properties subject to the Clean Water Act's jurisdiction, we could face increased costs and delays with respect to obtaining permits for dredge and fill activities in wetland areas.
These recent actions have provided some clarity. However, to the extent the EPA and the Corps broadly interpret their jurisdiction and expand the range of properties subject to the Clean Water Act's jurisdiction, we could face increased costs and delays with respect to obtaining permits for dredge and fill activities in wetland areas.
We operate four business segments and own and operate assets that enable us to provide a number of services primarily to refiners, crude oil and natural gas producers, and industrial and commercial enterprises that use natural soda ash, NaHS and caustic soda.
We operate four business segments composed of a diversified suite of assets that enable us to provide a number of services primarily to crude oil and natural gas producers, refiners, and provide NaHS and caustic soda to industrial and commercial enterprises.
We also own 100% of the Southeast Keathley Canyon pipeline system (“SEKCO pipeline”), which is a deepwater pipeline currently servicing the Lucius, Buckskin and Hadrian North fields in the southern Keathley Canyon area of the Gulf of Mexico. 6 Table of Contents Our interests in operating offshore natural gas pipeline systems and related infrastructure include approximately 764 miles of pipe with an aggregate design capacity of approximately 2,308 MMcf/day.
We also own 100% of the SEKCO Pipeline, which is a deepwater pipeline currently servicing the Lucius, Buckskin and Hadrian North fields in the southern Keathley Canyon area of the Gulf of America. Our interests in operating offshore natural gas pipeline systems and related infrastructure include approximately 764 miles of pipe with an aggregate design capacity of approximately 2,308 MMcf/day.
Our mining operations in Wyoming are subject to mine permits issued by the Land Quality Division of the Wyoming Department of Environmental Quality (“WDEQ”). WDEQ imposes detailed reclamation obligations on us as a holder of mine permits. As of December 31, 2023, the amount of our reclamation bonds totaled to approximately $88 million.
Our mining operations in Wyoming were subject to mine permits issued by the Land Quality Division of the Wyoming Department of Environmental Quality (“WDEQ”). WDEQ imposed detailed reclamation obligations on us as a holder of mine permits. As of December 31, 2024, the amount of our reclamation bonds totaled to approximately $90 million.
Our interests in offshore crude oil pipeline systems (a number of which pipeline systems are substantial and/or strategically located) include approximately 1,396 miles of pipe with an aggregate design capacity of approximately 1,944 MBbls/day.
Our interests in offshore crude oil pipeline systems that are currently operating (a number of which pipeline systems are substantial and/or strategically located) include approximately 1,431 miles of pipe with an aggregate design capacity of approximately 1,944 MMbls/day.
Our Alkali Business mines and processes trona from which it produces natural soda ash, also known as sodium carbonate (Na 2 CO 3 ), a basic building block for a number of ubiquitous products, including flat glass, container glass, dry detergent, lithium hydroxide and lithium carbonate (which are key inputs in the production of lithium batteries) and a variety of chemicals and other industrial products, and has been operating for approximately 75 years.
Our Alkali Business mines and processes trona from which it produces natural soda ash, also known as sodium carbonate (Na2CO3), a basic building block for a number of ubiquitous products, including flat glass, container glass, dry detergent, lithium hydroxide and lithium carbonate (which are key inputs in the production of lithium batteries) and a variety of chemicals and other industrial products.
Our Objectives and Strategies Our primary objectives are to generate and grow stable free cash flows from operations and continue to deleverage our balance sheet, while never wavering from our commitment to safe and responsible operations, as well as continue to advance and integrate our sustainability program.
Our Objectives and Strategies Our primary objectives are to generate and grow stable free cash flows from operations and continue to deleverage our balance sheet, while never wavering from our commitment to safe and responsible operations.
We operate a fleet of approximately 4,000 c overed hopper cars used to transport over 90% of the alkali products from the Green River facilities via a single rail line owned and operated by Union Pacific Railroad. We lease these railcars from banks and leasing companies under agreements with varying term-lengths.
We operated a fleet of approximately 4,100 covered hopper cars used to transport over 94% of the alkali products from the Green River facilities via a single rail line owned and operated by Union Pacific Railroad. We leased these railcars from banks and leasing companies under agreements with varying term-lengths.
We are not dependent upon any one segment, customer or principal location for our revenues. 9 Table of Contents • Certain of our businesses are among the leaders in each of their respective markets and each of which has a long commercial life and significant barriers to entry .
We are not dependent upon any one segment, customer or principal location for our revenues. • Certain of our businesses are among the leaders in each of their respective markets, have long commercial lives, and significant barriers to entry .
Texas System Louisiana System Jay System Mississippi System Product Crude Oil Crude Oil, Intermediates, and Refined Products Crude Oil Crude Oil Interest Owned 100% 100% 100% 100% Design Capacity (Bbls/day) Existing 8" - 60,000 Looped 18" - 275,000 350,000 150,000 45,000 2023 Throughput (Bbls/day) 70,032 65,895 5,793 4,635 System Miles 47 51 143 207 Approximate owned tankage storage capacity (Bbls) 1,100,000 330,000 230,000 247,500 Location Hastings Junction, TX to Webster, TX Texas City, TX to Webster, TX Port Hudson, LA to Baton Rouge, LA Baton Rouge, LA to Port Allen, LA Southern AL/FL to Mobile, AL Soso, MS to Liberty, MS Rate Regulated FERC/TXRRC FERC FERC FERC • Texas System .
Texas System Louisiana System Jay System Mississippi System Product Crude Oil Crude Oil, Intermediates, and Refined Products Crude Oil Crude Oil Interest Owned 100% 100% 100% 100% Design Capacity (Bbls/day) 8" - 24,000 18" - 275,000 350,000 150,000 45,000 2024 Throughput (Bbls/day) 65,059 55,687 5,189 2,390 System Miles 47 51 143 207 Approximate owned tankage storage capacity (Bbls) 1,100,000 330,000 230,000 247,500 Location Hastings Junction, TX to Webster, TX Texas City, TX to Webster, TX Port Hudson, LA to Baton Rouge, LA Baton Rouge, LA to Port Allen, LA Southern AL/FL to Mobile, AL Soso, MS to Liberty, MS Rate Regulated FERC/TXRRC FERC FERC FERC • Texas System .
Recent Developments and Status of Certain Growth Initiatives The following is a brief listing of developments since December 31, 2022. Additional information regarding most of these items may be found elsewhere in this report.
Recent Developments The following is a brief listing of developments since December 31, 2023. Additional information regarding most of these items may be found elsewhere in this report.
Customers Our marine customers are primarily refiners as well as large energy companies. In 2023, approximately 90% of the revenue we generated stemmed from contracts with refiners. Our M/T American Phoenix is currently operating under a charter with a refining customer.
Customers Our marine customers are primarily refiners as well as large energy companies. In 2024, approximately 95% of the revenue we generated stemmed from contracts with refiners. Our M/T American Phoenix is currently operating under a charter with a refining customer along the Gulf Coast and Eastern Seaboard.
On December 17, 2020, the FERC issued a final rule setting the index for the five-year period beginning July 1, 2021, and ending on June 30, 2026, at PPI plus 0.78%.
The FERC indexing is subject to review and revision every five years. On December 17, 2020, the FERC issued a final rule setting the index for the five-year period beginning July 1, 2021, and ending on June 30, 2026, at PPI-FG plus 0.78%.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

78 edited+10 added−20 removed223 unchanged
Biggest changeOur actual construction, development and acquisition costs could exceed our forecast, and our cash flow from construction and development projects may not be immediate. Our forecast contemplates significant expenditures for the development, construction or other acquisition of onshore and offshore infrastructure as well as mining assets, including some construction and development projects with technological challenges.
Biggest changeOur forecast contemplates significant expenditures for the development, construction or other acquisition of onshore and offshore infrastructure, including some construction and development projects with technological challenges. We (or our joint ventures) may not be able to complete our projects at the costs or within the timeframes currently estimated.
These costs and expenses may not decrease ratably or at all should we experience a reduction in our volumes transported by truck, marine vessel or rail or transported by our pipelines. As a result, we may experience declines in our margin and profitability if our volumes decrease.
These costs and expenses may not decrease ratably or at all should we experience a reduction in our volumes transported by truck, marine vessel, rail or our pipelines. As a result, we may experience declines in our margin and profitability if our volumes decrease.
Tax Risks to Our Unitholders Our tax treatment depends on our status as a partnership for federal income tax purposes, as well as us not being subject to a material amount of entity-level taxation by individual states.
Tax Risks to Our Unitholders Our tax treatment depends on our status as a partnership for federal income tax purposes, as well as us not being subject to a material amount of entity-level taxation by individual states.
Collectively, members of the Davison family and their affiliates own approximately 11.0% of our Class A Common Units and 77.0% of our Class B Common Units and are able to exert significant influence over us, including the ability to elect at least a majority of the members of our board of directors and the ability to control most matters requiring board approval, such as material business strategies, mergers, business combinations, acquisitions or dispositions of assets, issuances of additional partnership securities, incurrences of debt or other financings and payments of distributions.
Collectively, members of the Davison family and their affiliates own approximately 11% of our Class A Common Units and 77% of our Class B Common Units and are able to exert significant influence over us, including the ability to elect at least a majority of the members of our board of directors and the ability to control most matters requiring board approval, such as material business strategies, mergers, business combinations, acquisitions or dispositions of assets, issuances of additional partnership securities, incurrences of debt or other financings and payments of distributions.
Our source of volumes depends on successful exploration and development of additional crude oil and natural gas reserves by others; our successful development of our trona reserves; continued demand for refining and our related sulfur removal and other services, for which we are paid in NaHS; the breadth and depth of our logistics operations; the extent that third parties provide NaHS for resale; and other matters beyond our control.
Our source of volumes depends on successful exploration and development of additional crude oil and natural gas reserves by others; continued demand for refining and our related sulfur removal and other services, for which we are paid in NaHS; the breadth and depth of our logistics operations; the extent that third parties provide NaHS for resale; and other matters beyond our control.
Risks Related to Our Partnership Structure • Individual members of the Davison family can exert significant influence over us and may have conflicts of interest with us and may be permitted to favor their interests to the detriment of our other unitholders. • Our Class B Common Units may be transferred to a third party without unitholder consent, which could affect our strategic direction. • The interruption of distributions to us from our subsidiaries and joint ventures could affect our ability to make payments on indebtedness or cash distributions to our unitholders. 31 Table of Contents • We do not have the same flexibility as other types of organizations to accumulate cash and equity to protect against illiquidity in the future.
Risks Related to Our Partnership Structure • Individual members of the Davison family can exert significant influence over us and may have conflicts of interest with us and may be permitted to favor their interests to the detriment of our other unitholders. • Our Class B Common Units may be transferred to a third party without unitholder consent, which could affect our strategic direction. • The interruption of distributions to us from our subsidiaries and joint ventures could affect our ability to make payments on indebtedness or cash distributions to our unitholders. 29 Table of Contents • We do not have the same flexibility as other types of organizations to accumulate cash and equity to protect against illiquidity in the future.
Our profitability and cash flow are dependent on our ability to increase or, at a minimum, maintain our current commodity (crude oil, natural gas, refined products, soda ash, NaHS and caustic soda) volumes, which often depend on actions and commitments by parties beyond our control.
Our profitability and cash flow are dependent on our ability to increase or, at a minimum, maintain our current commodity (crude oil, natural gas, refined products, NaHS and caustic soda) volumes, which often depend on actions and commitments by parties beyond our control.
As a result, we must determine that operators have sufficient financial resources to make such payments and distributions and to indemnify and defend us in case of a protest, action or complaint. Additionally, we sell NaHS, soda ash and caustic soda to customers in a variety of industries.
As a result, we must determine that operators have sufficient financial resources to make such payments and distributions and to indemnify and defend us in case of a protest, action or complaint. Additionally, we sell NaHS and caustic soda to customers in a variety of industries.
Moreover, acquisitions and business expansions involve numerous risks, including: difficulties in the assimilation of the operations, technologies, services and products of the acquired companies or business segments; inefficiencies and complexities that can arise because of unfamiliarity with new assets and the businesses associated with them, including unfamiliarity with their markets; and diversion of the attention of management and other personnel from day-to-day business to the development or acquisition of new businesses and other business opportunities. 32 Table of Contents We may not have sufficient cash from operations after the establishment of cash reserves and payment of fees and expenses to pay the current level of quarterly distributions.
Moreover, acquisitions and business expansions involve numerous risks, including: difficulties in the assimilation of the operations, technologies, services and products of the acquired companies or business segments; inefficiencies and complexities that can arise because of unfamiliarity with new assets and the businesses associated with them, including unfamiliarity with their markets; and diversion of the attention of management and other personnel from day-to-day business to the development or acquisition of new businesses and other business opportunities. 30 Table of Contents We may not have sufficient cash from operations after the establishment of cash reserves and payment of fees and expenses to pay the current level of quarterly distributions.
In addition, our costs of any contest with the IRS will be borne indirectly by our unitholders and our general partner because these costs will reduce our cash available for distribution. 44 Table of Contents Pursuant to the Bipartisan Budget Act of 2015, for tax years beginning after December 31, 2017, if the IRS makes adjustments to our income tax returns, it (and some states) may assess and collect any taxes (including any applicable penalties and interest) resulting from such audit adjustments directly from us.
In addition, our costs of any contest with the IRS will be borne indirectly by our unitholders and our general partner because these costs will reduce our cash available for distribution. 41 Table of Contents Pursuant to the Bipartisan Budget Act of 2015, for tax years beginning after December 31, 2017, if the IRS makes adjustments to our income tax returns, it (and some states) may assess and collect any taxes (including any applicable penalties and interest) resulting from such audit adjustments directly from us.
Risk Factors Summary Risks Related to the Operations of Our Business • We may not be able to fully execute our growth strategy due to various factors, such as unreceptive capital markets and/or excessive competition for acquisitions. • We may not have sufficient cash from operations after the establishment of cash reserves and payment of fees and expenses to pay the current level of quarterly distributions. • Our profitability and cash flow are dependent on our ability to increase or, at a minimum, maintain our current commodity (crude oil, natural gas, refined products, soda ash, NaHS and caustic soda) volumes, which often depend on actions and commitments by parties beyond our control. • Many of our crude oil and natural gas transportation customers are producers whose drilling activity levels and spending for transportation have historically been, and may continue to be, impacted by volatility in the commodity markets. • Fluctuations in prices for crude oil, natural gas, refined petroleum products, NaHS, soda ash and caustic soda could adversely affect our business.
Risk Factors Summary Risks Related to the Operations of Our Business • We may not be able to fully execute our growth strategy due to various factors, such as unreceptive capital markets and/or excessive competition for acquisitions. • We may not have sufficient cash from operations after the establishment of cash reserves and payment of fees and expenses to pay the current level of quarterly distributions. • Our profitability and cash flow are dependent on our ability to increase or, at a minimum, maintain our current commodity (crude oil, natural gas, refined products, soda ash (prior to February 28, 2025), NaHS and caustic soda) volumes, which often depend on actions and commitments by parties beyond our control. • Many of our crude oil and natural gas transportation customers are producers whose drilling activity levels and spending for transportation have historically been, and may continue to be, impacted by volatility in the commodity markets. • Fluctuations in prices for crude oil, natural gas, refined petroleum products, NaHS and caustic soda could adversely affect our business.
While the determination of a partner’s “amount realized” generally includes any decrease of a partner’s share of the partnership’s liabilities, recently issued Treasury regulations provide that the “amount realized” on a transfer of an interest in a publicly traded partnership, such as our common units, will generally be the amount of gross proceeds paid to the broker effecting the applicable transfer on behalf of the transferor, and thus will be determined without regard to any decrease in that partner’s share of a publicly traded partnership’s liabilities.
While the determination of a partner’s “amount realized” generally includes any decrease of a partner’s share of the partnership’s liabilities, Treasury regulations provide that the “amount realized” on a transfer of an interest in a publicly traded partnership, such as our common units, will generally be the amount of gross proceeds paid to the broker effecting the applicable transfer on behalf of the transferor, and thus will be determined without regard to any decrease in that partner’s share of a publicly traded partnership’s liabilities.
Risks Related to the Operations of Our Business We may not be able to fully execute our growth strategy due to various factors, such as unreceptive capital markets and/or excessive competition for acquisitions. Our strategy contemplates growth through the development and acquisition of a wide range of midstream and other infrastructure and mining assets while maintaining a strong balance sheet.
Risks Related to the Operations of Our Business We may not be able to fully execute our growth strategy due to various factors, such as unreceptive capital markets and/or excessive competition for acquisitions. Our strategy contemplates growth through the development and acquisition of a wide range of midstream and other infrastructure while maintaining a strong balance sheet.
However, an exception exists with respect to publicly traded partnerships, 90% or more of the gross income of which for each taxable year consists of “qualifying income.” If less than 90% of our gross income for any taxable year is “qualifying income” from transportation, processing or marketing of natural resources (including minerals, crude oil, natural gas or products thereof), interest or dividends income, we will be taxable as a corporation under Section 7704 of the Internal Revenue Code for federal income tax purposes for that taxable year and all subsequent years.
However, an exception exists with respect to publicly traded partnerships, 90% or more of the gross income of which for each taxable year consists of “qualifying income.” 40 Table of Contents If less than 90% of our gross income for any taxable year is “qualifying income” from transportation, processing or marketing of natural resources (including minerals, crude oil, natural gas or products thereof), interest or dividends income, we will be taxable as a corporation under Section 7704 of the Internal Revenue Code for federal income tax purposes for that taxable year and all subsequent years.
Depending on the needs of each customer and the market in which it operates, we can provide a service for a fee (as in the case of our pipeline, terminal, marine vessel transportation and railcar unloading operations), we can acquire the commodity from our customer and resell it to another party, or, in the case of soda ash, we can produce the commodity ourselves.
Depending on the needs of each customer and the market in which it operates, we can provide a service for a fee (as in the case of our pipeline, terminal, marine vessel transportation and railcar unloading operations), we can acquire the commodity from our customer and resell it to another party, or we can produce the commodity ourselves.
Tax-exempt entities should consult a tax advisor before investing in our units. 45 Table of Contents Non-U.S. unitholders are generally taxed and subject to income tax filing requirements by the United States on income effectively connected with a U.S. trade or business (“effectively connected income”).
Tax-exempt entities should consult a tax advisor before investing in our units. 42 Table of Contents Non-U.S. unitholders are generally taxed and subject to income tax filing requirements by the United States on income effectively connected with a U.S. trade or business (“effectively connected income”).
The amount of cash we distribute to our common unitholders principally depends upon margins we generate from our businesses, which fluctuate from quarter to quarter based on, among other things: the volumes and prices at which we purchase and sell crude oil, natural gas, refined products and caustic soda; the volumes of sodium hydrosulfide, or NaHS, and soda ash that we produce and the prices at which we sell NaHS and soda ash; the demand for our services; the level of competition; the level of our operating costs; the effect of worldwide energy conservation measures; governmental regulations and taxes; the level of our general and administrative costs; and prevailing economic conditions.
The amount of cash we distribute to our common unitholders principally depends upon margins we generate from our businesses, which fluctuate from quarter to quarter based on, among other things: the volumes and prices at which we purchase and sell crude oil, natural gas, refined products and caustic soda; the volumes of sodium hydrosulfide, or NaHS, and soda ash (prior to February 28, 2025) that we produce and the prices at which we sell NaHS and soda ash; the demand for our services; the level of competition; the level of our operating costs; the effect of worldwide energy conservation measures; governmental regulations and taxes; the level of our general and administrative costs; and prevailing economic conditions.
While some of our joint ventures and our unrestricted subsidiaries may generally be required to make cash distributions to us on a 42 Table of Contents quarterly or other periodic basis, distributions from our joint ventures and our unrestricted subsidiaries are subject to the discretion of their respective management committee or similar governing body in one or more respects even if such distributions are generally required, such as with respect to the establishment of cash reserves.
While some of our joint ventures and our unrestricted subsidiaries may generally be required to make cash distributions to us on a quarterly or other periodic basis, distributions from our joint ventures and our unrestricted subsidiaries are subject to the discretion of their respective management committee or similar governing body in one or more respects even if such distributions are generally required, such as with respect to the establishment of cash reserves.
A significant portion of our operations are located along the U.S. Gulf Coast, and our offshore pipelines are located in the Gulf of Mexico, which can be heavily subjected to these types of disasters or storms throughout a given year.
A significant portion of our operations are located along the U.S. Gulf Coast, and our offshore pipelines are located in the Gulf of America, which can be heavily subjected to these types of disasters or storms throughout a given year.
Any terrorist attack at our facilities, those of our customers and, in some cases, those of other pipelines, could have a material adverse effect on our business. 48 Table of Contents In addition, a natural disaster, pandemic, epidemic, accident, terrorist attack or other interruption event may cause significant volatility in global financial markets, disruptions to commerce and reduced economic activity.
Any terrorist attack at our facilities, those of our customers and, in some cases, those of other pipelines, could have a material adverse effect on our business. In addition, a natural disaster, pandemic, epidemic, accident, terrorist attack or other interruption event may cause significant volatility in global financial markets, disruptions to commerce and reduced economic activity.
With respect to taxable years beginning after December 31, 2017, subject to the proposed aggregation rules for certain similarly situated businesses or activities issued by the Treasury Department, a tax-exempt entity with more than one unrelated trade or business (including by attribution from investment in a partnership such as ours) is required to compute the unrelated business taxable income of such tax-exempt entity separately with respect to each trade or business (including for purposes of determining any net operating loss deduction).
With respect to taxable years beginning after December 31, 2017, subject to the aggregation rules for certain similarly situated businesses or activities, a tax-exempt entity with more than one unrelated trade or business (including by attribution from investment in a partnership such as ours) is required to compute the unrelated business taxable income of such tax-exempt entity separately with respect to each trade or business (including for purposes of determining any net operating loss deduction).
We have not requested a ruling from the IRS with respect to our treatment as a partnership for federal income tax purposes. 43 Table of Contents The decision of the U.S. Court of Appeals for the Fifth Circuit in Tidewater Inc. v. U.S., 565 F.3d 299 (5th Cir.
We have not requested a ruling from the IRS with respect to our treatment as a partnership for federal income tax purposes. The decision of the U.S. Court of Appeals for the Fifth Circuit in Tidewater Inc. v. U.S., 565 F.3d 299 (5th Cir.
We are dependent on third parties for caustic soda for use in our sulfur removal process as well as volumes to market to third parties. Should regulatory requirements or operational difficulties disrupt the manufacture of caustic soda by these producers, we could be affected.
We are 31 Table of Contents dependent on third parties for caustic soda for use in our sulfur removal process as well as volumes to market to third parties. Should regulatory requirements or operational difficulties disrupt the manufacture of caustic soda by these producers, we could be affected.
Given the high level of complexity of these laws, there is a risk that some provisions may be violated inadvertently or through fraudulent or negligent behavior of individual employees, our failure to comply with certain formal documentation requirements or otherwise.
Given the high level of complexity of these laws, 38 Table of Contents there is a risk that some provisions may be violated inadvertently or through fraudulent or negligent behavior of individual employees, our failure to comply with certain formal documentation requirements or otherwise.
For example, certain members of the Davison family (including their affiliates) and management owned approximately 18 million, or approximately 14%, of our common units. From time to time, we also may have other unitholders that have large positions in our common units.
For example, certain members of the Davison family (including their affiliates) and management owned approximately 17.2 million, or approximately 14%, of our common units. From time to time, we also may have other unitholders that have large positions in our common units.
We attempt to limit those commodity price risks through back-to-back purchases and sales, hedges and other contractual arrangements; however, we cannot completely eliminate our commodity price risk exposure. Our use of derivative financial instruments could result in financial losses.
We attempt to limit those commodity price risks through back-to-back purchases and sales, hedges and other contractual arrangements; however, we cannot completely eliminate our commodity price risk exposure. 32 Table of Contents Our use of derivative financial instruments could result in financial losses.
During the year ended December 31, 2023, our marine transportation segmen t receiv ed approximately 70% of its revenue from time charters and other fixed contracts, which help to insulate us from revenue fluctuations caused by weather, navigational delays and short-term market declines.
During the year ended December 31, 2024, our marine transportation segmen t receiv ed approximately 76% of its revenue from time charters and other fixed contracts, which help to insulate us from revenue fluctuations caused by weather, navigational delays and short-term market declines.
James E. Davison and James E. Davison, Jr., each of whom is a director of our general partner, each own a significant portion of our common units, including our Class B Common Units, the holders of which elect our directors. Other members of the Davison family also own a significant portion of our common units.
Davison, Jr., each of whom is a director of our general partner, each own a significant portion of our common units, including our Class B Common Units, the holders of which elect our directors. Other members of the Davison family also own a significant portion of our common units.
However, when such assets are not utilized or are under-utilized (including pressure on the rates we charge), our profitability is negatively affected because the revenues we earn are either non-existent or reduced (in the event of under-utilization), but we remain obligated to continue paying any applicable fixed charges, in addition to incurring any other costs attributable to the non-utilization of such assets.
However, when such assets are not utilized or are under-utilized, our profitability is negatively affected because the revenues we earn are either non-existent or reduced (in the event of under-utilization), but we remain obligated to continue paying any applicable fixed charges, in addition to incurring any other costs attributable to the non-utilization of such assets.
We earned approximately 30% of our marine transp ortation revenues from spot contracts, where competition is high and rates are typically volatile and subject to short-term market fluctuations, and where we could bear the risk of vessel downtime due to weather and navigational delays.
We earned approximately 24% of our marine transp ortation revenues from spot contracts, where competition is high and rates are typically volatile and subject to short-term market fluctuations, and 33 Table of Contents where we could bear the risk of vessel downtime due to weather and navigational delays.
Due to the uncertainty created by the Tidewater decision, our outside tax counsel, Akin Gump Strauss Hauer & Feld, LLP, was required to change the standard in its opinion relating to our status as a partnership for federal income tax purposes to “should” from “will.” Although we do not believe based upon our current operations that we are treated as a corporation for federal income tax purposes, a change in our business (or a change in current law) could cause us to be treated as a corporation for federal income tax purposes or otherwise subject us to taxation as an entity.
Due to the uncertainty created by the Tidewater decision, our outside tax counsel at the time was required to change the standard in its opinion relating to our status as a partnership for federal income tax purposes to “should” from “will.” Although we do not believe based upon our current operations that we are treated as a corporation for federal income tax purposes, a change in our business (or a change in current law) could cause us to be treated as a corporation for federal income tax purposes or otherwise subject us to taxation as an entity.
Our unitholders will be required to pay any federal income taxes and, in some cases, state and local income taxes on their share of our taxable income (as well as deemed distributions, if any) even if unitholders receive no cash distributions from us.
Our unitholders will be required to pay any federal income taxes and, in some cases, state and local income taxes on their share of our taxable income (as well as deemed distributions and gains on the sale of assets or businesses, if any) even if unitholders receive no cash distributions from us.
Because we purchase (or otherwise acquire or, in the case of soda ash, produce) and sell crude oil, natural gas, refined petroleum products, NaHS, soda ash and caustic soda we are exposed to some direct commodity price risks.
Because we purchase (or otherwise acquire or, in the case of soda ash, produced prior to February 28, 2025) and sell crude oil, natural gas, refined petroleum products, NaHS, soda ash (prior to February 28, 2025) and caustic soda we are exposed to some direct commodity price risks.
Inflationary pressures have significantly increased over the last three years and could continue in the future. These inflationary pressures have increased and may further increase our operating costs, which in turn have caused and may continue to cause our capital expenditures and operating costs to rise.
Inflationary pressures and associated changes in monetary policy have historically increased and may further increase our operating costs, which in turn have caused and may continue to cause our capital expenditures and operating costs to rise. Inflationary pressures have significantly increased over the last three years and could continue in the future.
We have exposure to movements in interest rates. The interest rates on our senior secured credit facility ($298.3 million outstanding at December 31, 2023) and the debt at certain of our unrestricted subsidiaries is variable.
We have exposure to movements in interest rates. The interest rates on our senior secured credit facility ($291.0 million outstanding at December 31, 2024) and the debt at certain of our unrestricted subsidiaries is variable.
We cannot predict the extent of these conflicts’ effect on our business and results of operations, as well as on the global economy and energy and soda ash markets. Our business could be negatively impacted by security threats, including cybersecurity threats, and related disruptions.
We cannot predict the extent of these conflicts’ effect on our business and results of operations, as well as on the global economy and energy industry. 45 Table of Contents Our business could be negatively impacted by security threats, including cybersecurity threats, and related disruptions.
The ultimate consequences of the war in Ukraine and the military conflict in Israel, which may include further sanctions, embargoes, supply chain disruptions, regional instability and geopolitical shifts, may have adverse effects on global macroeconomic conditions, increase volatility in the price of and demand for oil and natural gas, increase exposure to cyberattacks, cause disruptions in global supply chains, increase foreign currency fluctuations, cause constraints or disruption in the capital markets and limit sources of liquidity.
The ultimate consequences of the war in Ukraine, the Israel and Hamas war and broader geopolitical tensions in the Middle East and Eastern Europe may lead to further sanctions, embargoes, supply chain disruptions, regional instability and geopolitical shifts, may have adverse effects on global macroeconomic conditions, increase volatility in the price of and demand for oil and natural gas, increase exposure to cyberattacks, cause disruptions in global supply chains, increase foreign currency fluctuations, cause constraints or disruption in the capital markets and limit sources of liquidity.
Our ability to access NaHS depends primarily on the demand for our proprietary sulfur removal process. Demand for our sulfur services could be adversely affected by many factors, including lower refinery utilization rates, U.S. refineries accessing more “sweet” (instead of “sour”) crude and the development of alternative sulfur removal processes.
Demand for our sulfur services could be adversely affected by many factors, including lower refinery utilization rates, U.S. refineries accessing more “sweet” (instead of “sour”) crude and the development of alternative sulfur removal processes.
If we are unable to attract and retain a sufficient number of elite skilled professionals, our ability to pursue our business objectives may be adversely affected thus reducing our revenue, increasing our cost, or damaging our reputation.
If we are unable to attract and retain a sufficient number of elite skilled professionals, our ability to pursue our business objectives may be adversely affected thus reducing our revenue, increasing our cost, or damaging our reputation. 46 Table of Contents Item 1B. Unresolved Staff Comments None.
We could cease being a U.S. citizen if certain events were to occur, including if non-U.S. citizens were to own 25% or more of our equity interest or were otherwise deemed to control us or our general partner. We are responsible for monitoring ownership to ensure compliance with the Jones Act.
To ensure compliance with the Jones Act, we must be U.S. citizens qualified to document vessels for coastwise trade. We could cease being a U.S. citizen if certain events were to occur, including if non-U.S. citizens were to own 25% or more of our equity interest or were otherwise deemed to control us or our general partner.
If we were to have insufficient gross income and gain to cause the capital account balance to equal the liquidation value of a preferred unit, then the amount that a Class A Convertible Preferred unitholder would receive upon liquidation would be less than the liquidation value of the Class A Convertible Preferred Units, even though there may be cash available for distribution to the holders of common units or any other junior securities with respect to their capital accounts. 47 Table of Contents General Risks We are exposed to the credit risk of our customers in the ordinary course of our business activities.
If we were to have insufficient gross income and gain to cause the capital account balance to equal the liquidation value of a preferred unit, then the amount that a Class A Convertible Preferred unitholder would receive upon liquidation would be less than the liquidation value of the Class A Convertible Preferred Units, even though there may be cash available for distribution to the holders of common units or any other junior securities with respect to their capital accounts.
As cyberattacks continue to evolve, we may be required to expend significant additional resources to respond to cyberattacks, to continue to modify or enhance our protective measures or to investigate and remediate any information systems and related infrastructure security vulnerabilities.
As cyberattacks continue to evolve, we may be required to expend significant additional resources to respond to cyberattacks, to continue to modify or enhance our protective measures or to investigate and remediate any information systems and related infrastructure security vulnerabilities. We may also be subject to regulatory investigations or litigation relating from cybersecurity issues.
Risks Related to Legal and Regulatory Compliance Our operations are subject to federal, state and local environmental protection and safety laws and regulations. Our operations are subject to stringent federal, state and local environmental protection and safety laws and regulations.
Our operations are subject to stringent federal, state and local environmental protection and safety laws and regulations.
If our unitholders sell their units, they will recognize a gain or loss equal to the difference between the amount realized and their tax basis in those units.
Tax gain or loss on the disposition of our units could be more or less than expected. If our unitholders sell their units, they will recognize a gain or loss equal to the difference between the amount realized and their tax basis in those units.
Competition in our Alkali Business is based on a number of factors, including price, favorable logistics, customer service, and the cost of production of natural soda ash (including energy costs and raw materials, amongst others). Adverse effects to these factors could negatively affect our operating results.
Competition in our Alkali Business was based on a number of factors, including price, favorable logistics, customer service, and the cost of production of natural soda ash (including energy costs and raw materials, amongst others).
Non-U.S. unitholders should consult a tax advisor before investing in our units. We will treat each purchaser of our common units as having the same tax benefits without regard to the common units actually purchased. The IRS may challenge this treatment, which could adversely affect the value of our common units.
We will treat each purchaser of our common units as having the same tax benefits without regard to the common units actually purchased. The IRS may challenge this treatment, which could adversely affect the value of our common units.
Adverse price changes put downward pressure on drilling budgets for crude oil and natural gas producers, which have resulted, and could continue to result, in lower volumes than we otherwise would have seen being transported on our pipeline and transportation systems, which could have a material negative impact on our revenues and prospects. 34 Table of Contents Fluctuations in prices for crude oil, natural gas, refined petroleum products, NaHS, soda ash and caustic soda could adversely affect our business.
Adverse price changes put downward pressure on drilling budgets for crude oil and natural gas producers, which have resulted, and could continue to result, in lower volumes than we otherwise would have seen being transported on our pipeline and transportation systems, which could have a material negative impact on our revenues and prospects.
Any decrease in the supply of caustic soda could affect our ability to provide sulfur removal services to refiners and any decrease in the demand for NaHS by the parties to whom we sell the NaHS could adversely affect our business.
Any decrease in the supply of caustic soda could affect our ability to provide sulfur removal services to refiners and any decrease in the demand for NaHS by the parties to whom we sell the NaHS could adversely affect our business. We face intense competition to obtain crude oil, natural gas and refined products volumes.
We access commodity volumes through various sources, such as our mines, producers, service providers (including gatherers, shippers, marketers and other aggregators) and refiners.
We access commodity volumes through various sources, such as our producers, service providers (including gatherers, shippers, marketers and other aggregators) refiners, and our mine which we owned until February 28, 2025.
In Mississippi, we are dependent on interconnections with other pipelines to provide shippers with a market for their crude oil, and in Texas we are dependent on interconnections with other pipelines to provide shippers with transportation to our pipeline.
In many of our onshore pipeline locations, we are dependent on interconnections with other pipelines to provide shippers with a market for their crude oil.
In addition, from time to time, some of our joint ventures or unrestricted subsidiaries may have substantial indebtedness, which will include affirmative and negative covenants and other provisions that limit their ability to conduct certain operations, events of default, prepayment and other customary terms. 37 Table of Contents We may not be able to access adequate capital (debt and/or equity) on economically viable terms or any terms.
In addition, from time to time, some of our joint ventures or unrestricted subsidiaries may have substantial indebtedness, which will include affirmative and negative covenants and other provisions that limit their ability to conduct certain operations, events of default, prepayment and other customary terms.
We are a holding company. As such, our primary assets are the equity interests in our subsidiaries and joint ventures. Consequently, our ability to fund our commitments (including payments on our indebtedness) and to make cash distributions depends upon the earnings and cash flow of our subsidiaries and joint ventures and the distribution of that cash to us.
Consequently, our ability to fund our commitments (including payments on our indebtedness) and to make cash distributions depends upon the earnings and cash flow of our subsidiaries and joint ventures and the distribution of that cash to us.
Such an inability to access capital, including renewing and extending the terms at the relevant time on our existing debt, including the debt at our unrestricted subsidiaries, could limit or prohibit our ability to execute significant portions of our business plan, such as executing our growth strategy and/or optimizing our capital structure.
Such an inability to access capital, including renewing and extending the terms at the relevant time on our existing debt, including the debt at our unrestricted subsidiaries, could limit or prohibit our ability to execute significant portions of our business plan, such as executing our growth strategy and/or optimizing our capital structure. 35 Table of Contents Our actual construction, development and acquisition costs could exceed our forecast, and our cash flow from construction and development projects may not be immediate.
In connection with this trend, investor demand for and valuation of our common units may decline, and our access to the debt and equity capital necessary to finance our growth projects and to refinance our existing debt obligations when due may be reduced, either of which could adversely impact our businesses.
In connection with this trend, investor demand for and valuation of our common units may decline, and our access to the debt and equity capital necessary to finance our growth projects and to refinance our existing debt obligations when due may be reduced, either of which could adversely impact our businesses. 36 Table of Contents Risks Related to Legal and Regulatory Compliance Our operations are subject to federal, state and local environmental protection and safety laws and regulations.
Further, many of our customers could be impacted by weakened economic conditions, and volatility in commodity prices, such as crude oil, natural gas, copper, molybdenum, and aluminum in a manner that could influence the need for our products and services and their ability to pay us for those products and services.
Even if our credit review and analytical procedures work properly, we have experienced, and we could continue to experience losses in dealings with other parties. 44 Table of Contents Further, many of our customers could be impacted by weakened economic conditions, and volatility in commodity prices, such as crude oil, natural gas, copper, molybdenum, and aluminum in a manner that could influence the need for our products and services and their ability to pay us for those products and services.
As a result, the success and timing of development activities of our joint ventures operated by others and the economic results derived therefrom depends upon a number of factors outside our control, including the operator’s timing and amount of capital expenditures, expertise and financial resources, and the inclusion of other participants . 35 Table of Contents In addition, joint venture participants may have obligations that are important to the success of the joint venture, such as the obligation to pay their share of capital and other costs of the joint venture.
As a result, the success and timing of development activities of our joint ventures operated by others and the economic results derived therefrom depends upon a number of factors outside our control, including the operator’s timing and amount of capital expenditures, expertise and financial resources, and the inclusion of other participants .
Our unitholders may not receive cash distributions from us equal to their share of our taxable income (or deemed distributions, if any) or even the tax liability that results from that income (or deemed distribution). Tax gain or loss on the disposition of our units could be more or less than expected.
Our unitholders may not receive cash distributions from us equal to their share of our taxable income (or deemed distributions and gains on the sale of assets or businesses, if any) or even the tax liability that results from that income (or deemed distribution).
The capital markets (debt and equity) have previously been disrupted and volatile as a result of adverse conditions, including inflationary pressures, bubble-effects and volatility in commodity prices.
We may not be able to access adequate capital (debt and/or equity) on economically viable terms or any terms. The capital markets (debt and equity) have previously been disrupted and volatile as a result of adverse conditions, including inflationary pressures, bubble-effects and volatility in commodity prices.
Our railcar operations are subject to the regulatory jurisdiction of the Federal Railroad Administration of the DOT, the Occupational Safety and Health Administration, as well as other federal and state regulatory agencies.
FERC regulates certain of our energy infrastructure assets engaged in interstate operations. Our intrastate pipeline operations are regulated by state agencies. Our railcar operations are subject to the regulatory jurisdiction of the Federal Railroad Administration of the DOT, the Occupational Safety and Health Administration, as well as other federal and state regulatory agencies.
We may also be subject to regulatory investigations or litigation relating from cybersecurity issues. 49 Table of Contents Our significant unitholders may sell units or other limited partner interests in the trading market, which could reduce the market price of our common units. As of December 31, 2023, we have a number of significant unitholders.
Our significant unitholders may sell units or other limited partner interests in the trading market, which could reduce the market price of our common units. As of December 31, 2024, we have a number of significant unitholders.
For example, when the Mississippi river floods significantly or if water levels are significantly reduced by severe drought conditions (as they were in 2023), barges may be unable to traverse the river system and we may be prevented from timely completing our voyages. 36 Table of Contents Failure to obtain or renew surety bonds on acceptable terms could affect our ability to secure reclamation obligations and, therefore, our ability to conduct our mining operations.
For example, when the Mississippi river floods significantly or if water levels are significantly reduced by severe drought conditions (as they were in 2023), barges may be unable to traverse the river system and we may be prevented from timely completing our voyages.
The performance and ability of third parties to satisfy their obligations under joint venture arrangements is outside our control. If these third parties do not satisfy their obligations under these arrangements, our business may be adversely affected.
If these third parties do not satisfy their obligations under these arrangements, our business may be adversely affected.
When we (or our joint ventures) market our products or services, we (or our joint ventures) must determine the amount, if any, of the line of credit to extend to our customers. Since certain transactions can involve very large payments, the risk of nonpayment and nonperformance by customers, industry participants and others is an important consideration in our business.
Since certain transactions can involve very large payments, the risk of nonpayment and nonperformance by customers, industry participants and others is an important consideration in our business.
We face intense competition to obtain crude oil, natural gas and refined products volumes and to sell and market soda ash. Our competitors, gatherers, transporters, marketers, brokers and other aggregators, include integrated, large and small independent energy companies, as well as their marketing affiliates, who vary widely in size, financial resources and experience.
Our competitors, gatherers, transporters, marketers, brokers and other aggregators, include integrated, large and small independent energy companies, as well as their marketing affiliates, who vary widely in size, financial resources and experience. Some of these competitors have capital resources many times greater than ours and control substantially greater supplies of crude oil, natural gas and refined products.
These potential risks and difficulties, individually or in the aggregate, could have a material adverse effect on our business, results of operations, financial condition and cash flows. 41 Table of Contents Risks Related to Our Partnership Structure Individual members of the Davison family can exert significant influence over us and may have conflicts of interest with us and may be permitted to favor their interests to the detriment of our other unitholders.
Risks Related to Our Partnership Structure Individual members of the Davison family can exert significant influence over us and may have conflicts of interest with us and may be permitted to favor their interests to the detriment of our other unitholders. James E. Davison and James E.
As of December 31, 2023, we had approximately $298.3 million outstanding under our senior secured credit facility, $3,099.9 million aggregate principal amount of senior unsecured notes outstanding and $425.0 million aggregate principal amount of Alkali senior secured notes outstanding.
We have outstanding debt and the potential to incur additional indebtedness. As of December 31, 2024, we had approximately $291.0 million outstanding under our senior secured credit facility, approximately $3.5 billion aggregate principal amount of senior unsecured notes outstanding and $413.4 million aggregate principal amount of Alkali senior secured notes outstanding.
As a result, common unitholders may be required to sell their common units at an undesirable time or price. Such unitholders may also incur a tax liability upon such sale of their units. The interruption of distributions to us from our subsidiaries and joint ventures could affect our ability to make payments on indebtedness or cash distributions to our unitholders.
As a result, common 39 Table of Contents unitholders may be required to sell their common units at an undesirable time or price. Such unitholders may also incur a tax liability upon such sale of their units.
Some of these customers are in industries that have been or could be impacted by a decline in demand for their products and services. Even if our credit review and analytical procedures work properly, we have experienced, and we could continue to experience losses in dealings with other parties.
Some of these customers are in industries that have been or could be impacted by a decline in demand for their products and services.
We are required to obtain surety bonds or post other financial security to secure performance or payment of certain long-term obligations, such as mine closure or reclamation costs. The amount of security required to be obtained can change as the result of new laws, as well as changes to the factors used to calculate the bonding or security amounts.
The amount of security required to be obtained can change as the result of new laws, as well as changes to the factors used to calculate the bonding or security amounts. We may have difficulty procuring or maintaining our surety bonds.
Risks Related to Liquidity and Financing Our indebtedness could adversely restrict our ability to operate, affect our financial condition, prevent us from complying with requirements under our debt instruments and prevent us from paying cash distributions to our unitholders. We have outstanding debt and the potential to incur additional indebtedness.
Our bond issuers may demand higher fees or additional collateral, including letters of credit or other terms less favorable to us upon those renewals. 34 Table of Contents Risks Related to Liquidity and Financing Our indebtedness could adversely restrict our ability to operate, affect our financial condition, prevent us from complying with requirements under our debt instruments and prevent us from paying cash distributions to our unitholders.
If the IRS were to successfully assert that these corporate subsidiaries have more tax liability than we anticipate or legislation was enacted that increased the corporate tax rate, our cash available for distribution to our unitholders would be further reduced. 46 Table of Contents We generally prorate our items of income, gain, loss and deduction between transferors and transferees of our units each month based upon the ownership of our units on the first day of each month, instead of on the basis of the date a particular unit is transferred.
If the IRS were to successfully assert that these corporate subsidiaries have more tax liability than we anticipate or legislation was enacted that increased the corporate tax rate, our cash available for distribution to our unitholders would be further reduced.
Any such reduction in demand for our common units resulting from other more attractive investment opportunities may cause the trading price of our common units to decline. 38 Table of Contents Inflationary pressures and associated changes in monetary policy increased and may further increase our operating costs, which in turn have caused and may continue to cause our capital expenditures and operating costs to rise.
Any such reduction in demand for our common units resulting from other more attractive investment opportunities may cause the trading price of our common units to decline.
A reduction in demand for our services in the markets we serve could result in impairments of our assets and have a material adverse effect on our business, financial condition and results of operations. 33 Table of Contents Demand for our soda ash is dependent on worldwide economic conditions and the use of everyday end products that utilize soda ash in their production process.
A reduction in demand for our services in the markets we serve could result in impairments of our assets and have a material adverse effect on our business, financial condition and results of operations. Our ability to access NaHS depends primarily on the demand for our proprietary sulfur removal process.
Treasury Regulations allow a similar monthly simplifying convention, but such regulations do not specifically authorize all aspects of our proration method. If the IRS were to challenge our proration method, we may be required to change the allocation of items of income, gain, loss and deduction among our unitholders.
Treasury Regulations allow a similar monthly simplifying convention, but such regulations do not specifically authorize all aspects of our proration method.
Given the extent of this regulation, the evolving nature of federal and state regulation and the possibility for additional changes, the current regulatory regime may change and affect our financial position, results of operations or cash flow. 40 Table of Contents Our business would be adversely affected if we failed to comply with the Jones Act foreign ownership provisions.
In addition, some of our pipelines and other infrastructure are subject to laws providing for open and/or non-discriminatory access. Given the extent of this regulation, the evolving nature of federal and state regulation and the possibility for additional changes, the current regulatory regime may change and affect our financial position, results of operations or cash flow.
The Treasury regulations further provide that withholding on a transfer of an interest in a publicly traded partnership will not be imposed on a transfer that occurs prior to January 1, 2023, and after that date, if effected through a broker, the obligation to withhold is imposed on the transfer’s broker.
The Treasury regulations further provide that for any transfer of an interest in a publicly traded partnership that is effected through a broker, the obligation to withhold is imposed on the transfer’s broker. Non-U.S. unitholders should consult a tax advisor before investing in our units.
A unitholder whose units are loaned to a “short seller” to cover a short sale of units may be considered as having disposed of those units.
If the IRS were to challenge our proration method, we may be required to change the allocation of items of income, gain, loss and deduction among our unitholders. 43 Table of Contents A unitholder whose units are loaned to a “short seller” to cover a short sale of units may be considered as having disposed of those units.
However, at this time, we are unable to determine the extent to which climate change may lead to increased storm or weather hazards affecting our operations. We have reclamation and mine closing obligations. If the assumptions underlying our accruals are inaccurate, we could be required to expend greater amounts than anticipated.
However, at this time, we are unable to determine the extent to which climate change may lead to increased storm or weather hazards affecting our operations. 37 Table of Contents Regulation of the rates, terms and conditions of services and a changing regulatory environment could affect our financial position, results of operations or cash flow.
Removed
Soda ash is a basic building block for a number of ubiquitous products, including flat glass, container glass, dry detergent, solar panels, lithium batteries and a variety of chemicals and other industrial products. Demand could be adversely affected by economic recessions and many other factors.
Added
Fluctuations in prices for crude oil, natural gas, refined petroleum products, NaHS and caustic soda could adversely affect our business.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

7 edited+1 added−1 removed11 unchanged
Biggest changeIf a third-party vendor is not able to provide a SOC 1 or SOC 2 report, we take additional steps to assess their cybersecurity preparedness and evaluate the risks associated with that relationship. Our assessment of risks associated with use of third-party providers is part of our overall cybersecurity program.
Biggest changeIf a third-party vendor is unable to provide a SOC 1 or SOC 2 report, we take additional steps to assess their cybersecurity preparedness and evaluate the associated risks. If a provided SOC report identifies significant deficiencies or control weaknesses, we conduct a detailed risk assessment, request remediation plans, implement additional monitoring measures, or, if necessary, reevaluate the vendor relationship.
While we devote resources to our security measures designed to protect our systems and information, no security measure is infallible. See Item 1A. “Risk Factors” for additional information about the risks to our business associated with a breach or other compromise to our information and operational technology systems. 51 Table of Contents
While we devote resources to our security measures designed to protect our systems and information, no security measure is infallible. See Item 1A. “Risk Factors” for additional information about the risks to our business associated with a breach or other compromise to our information and operational technology systems.
These policies go through an internal review process, are approved by the appropriate members of management, and are a required part of our employee training on an annual basis. Our cybersecurity program leverages the National Institute of Standards and Technology (“NIST”) framework, which organizes cybersecurity risks into five categories: identify, protect, detect, respond and recover.
These policies go through an internal review process, are approved by the appropriate members of management, and are a required part of our employee training on an annual basis. Our cybersecurity program leverages the National Institute of Standards and Technology (“NIST”) framework, which consists of five core functions: identify, protect, detect, respond and recover.
As of the date of this Annual Report on Form 10-K, we are not aware of any cybersecurity risks, including as a result of previously identified cybersecurity incidents that have, or are reasonably likely to have, materially affected us, including our business strategy, results of operations, or financial condition.
In addition to this regular reporting, significant cybersecurity risks and threats may also be escalated to the Audit Committee by the CIO and executive management on an as needed basis. 47 Table of Contents As of the date of this Annual Report on Form 10-K, we are not aware of any cybersecurity risks, including as a result of previously identified cybersecurity incidents that have, or are reasonably likely to have, materially affected us, including our business strategy, results of operations, or financial condition.
We have, from time to time, experienced threats to and breaches of our data and systems, including malware and computer virus attacks and we acknowledge that cybersecurity risks are continually evolving, and the possibility of future cybersecurity incidents remains. Despite the implementation of our cybersecurity processes, our security measures cannot guarantee that a significant cybersecurity attack will not occur.
We have periodically encountered threats and security breaches affecting our data and systems, including malware and cyberattacks. We recognize that cybersecurity risks are constantly evolving, and while we implement robust security measures, the potential for future incidents remains. Despite the implementation of our cybersecurity processes, our security measures cannot guarantee that a significant cybersecurity attack will not occur.
The Audit Committee of the Board of Directors oversees our entity wide risks, including cybersecurity strategy, the assessment of cybersecurity risks, and the actions we take to monitor and mitigate cybersecurity risks.
Our assessment of third-party provider risks is an integral part of our overall cybersecurity program, ensuring that appropriate safeguards are in place to protect our data and operations. The Audit Committee of the Board of Directors oversees our entity wide risks, including cybersecurity strategy, the assessment of cybersecurity risks, and the actions we take to monitor and mitigate cybersecurity risks.
As an organization, we have devoted significant resources to cybersecurity processes aimed at addressing the known risks, as well as adapting to the changing cybersecurity landscape and responding to emerging threats, if any, in a timely and effective manner. Our comprehensive cybersecurity program is implemented and maintained using information security tools, policies, training, and a team of information technology professionals.
As an organization, we have devoted significant resources to cybersecurity processes aimed at addressing the known risks, as well as adapting to the changing cybersecurity landscape and responding to emerging threats in a timely and effective manner. We assess the materiality of cybersecurity risks and incidents based on factors such as financial impact, regulatory implications, operational disruption, and reputational harm.
Removed
In addition to this regular reporting, significant cybersecurity risks and threats may also be escalated to the Audit Committee by the CIO and executive management on an as needed basis.
Added
Material cybersecurity incidents, if any, are evaluated in accordance with SEC guidelines, and appropriate disclosures are made when required. Our comprehensive cybersecurity program is implemented and maintained using information security tools, policies, training, and a team of information technology professionals.

Item 2. Properties

Properties — owned and leased real estate

42 edited+0 added−4 removed58 unchanged
Biggest changeOverview of Mining Property and Operations Our Alkali Business is one of the world’s leading producers of natural soda ash. Natural soda ash is processed from trona, a sodium carbonate mineral composed of soda ash (Na 2 CO 3 ), sodium bicarbonate (NaHCO 3 ) and water with the chemical formula Na 2 CO 3 NaHCO 3 H 2 O.
Biggest changeOverview of Mining Property and Operations Our Alkali Business produced natural soda ash, which is processed from trona, a sodium carbonate mineral composed of soda ash (Na 2 CO 3 ), sodium bicarbonate (NaHCO 3 ) and water with the chemical formula Na 2 CO 3 NaHCO 3 H 2 O. 48 Table of Contents Approximately 50% of the world’s natural soda ash capacity is from trona extracted from underground mines and brine (solution) mining in the Green River Basin of southwestern Wyoming.
A new TRS was not filed as a part of this Annual Report on Form 10-K because (i) there was not a material change in the mineral reserves or mineral resources from such previously filed TRS and (ii) all material assumptions and information pertaining to the disclosure of our mineral resources and mineral reserves required by paragraphs (d), (e) and (f) of subpart 1302 of Regulation S-K, including material assumptions relating to all modifying factors, price estimates and scientific and technical information (e.g., sampling data, estimation assumptions and methods), were current as of December 31, 2023, as confirmed by Stantec.
A new TRS was not filed as a part of this Annual Report on Form 10-K because (i) there was not a material change in the mineral reserves or mineral resources from such previously filed TRS and (ii) all material assumptions and information pertaining to the disclosure of our mineral resources and mineral reserves required by paragraphs (d), (e) and (f) of subpart 1302 of Regulation S-K, including material assumptions relating to all modifying factors, price estimates and scientific and technical information (e.g., sampling data, estimation assumptions and methods), were current as of December 31, 2024, as confirmed by Stantec.
Additionally, our management and technical staff includes senior personnel who have remained closely involved with each of our active mining and mineral processing operations. 64 Table of Contents In preparing our reserve estimates for our Alkali operations at Green River, Wyoming, we follow accepted mining industry practice and are guided by our long-term experience in extraction of trona ore from underground mining and sodium carbonate from brine (solution) mining in the district.
Additionally, our management and technical staff includes senior personnel who have remained closely involved with each of our active mining and mineral processing operations. 60 Table of Contents In preparing our reserve estimates for our Alkali operations at Green River, Wyoming, we follow accepted mining industry practice and are guided by our long-term experience in extraction of trona ore from underground mining and sodium carbonate from brine (solution) mining in the district.
The steps to produce soda ash are similar to the dry mined processes, except the crushing and dissolving steps are eliminated because the trona is already in a water solution as it leaves the mine. 59 Table of Contents Figure 2.4 Westvaco Surface Production Facilities The Westvaco site also has a facility producing food, feed, and pharmaceutical grade sodium bicarbonate from a Sesqui plant intermediate product.
The steps to produce soda ash are similar to the dry mined processes, except the crushing and dissolving steps are eliminated because the trona is already in a water solution as it leaves the mine. 55 Table of Contents Figure 2.4 Westvaco Surface Production Facilities The Westvaco site also has a facility producing food, feed, and pharmaceutical grade sodium bicarbonate from a Sesqui plant intermediate product.
Stantec reviewed our data at the end of 2023 and 2022 and determined that, other than updating reserves to reflect ore consumption, there has not been any material changes in our mineral resources and reserves since the issuance of the TRS and the TRS can be relied upon in stating 2023 and 2022 reserves.
Stantec reviewed our data at the end of 2024 and 2023 and determined that, other than updating reserves to reflect ore consumption, there has not been any material changes in our mineral resources and reserves since the issuance of the TRS and the TRS can be relied upon in stating 2024 and 2023 reserves.
Map of Mining Areas 54 Table of Contents The Green River trona beds are collectively the largest known deposit of trona and the undisputed largest source of raw material feed for the production of natural soda ash in the world. The trona deposits are the result of very unusual, geological circumstances.
Map of Mining Areas 50 Table of Contents The Green River trona beds are collectively the largest known deposit of trona and the undisputed largest source of raw material feed for the production of natural soda ash in the world. The trona deposits are the result of very unusual, geological circumstances.
The steps to produce soda ash are similar to the dry mined processes, except the crushing and dissolving steps are eliminated because the trona is already in a water solution as it leaves the mine. 60 Table of Contents Figure 2.5.
The steps to produce soda ash are similar to the dry mined processes, except the crushing and dissolving steps are eliminated because the trona is already in a water solution as it leaves the mine. 56 Table of Contents Figure 2.5.
We lease 40,179 acres from Sweetwater who acquired the mineral rights from Anadarko Land Corporation, a subsidiary of Occidental following Occidental’s August 2019 acquisition of Anadarko Petroleum Corporation, which acquired the ownership from the Union Pacific Resources Group (“UPRG”) in 2000.
We lease 40,819 acres from Sweetwater who acquired the mineral rights from Anadarko Land Corporation, a subsidiary of Occidental following Occidental’s August 2019 acquisition of Anadarko Petroleum Corporation, which acquired the ownership from the Union Pacific Resources Group (“UPRG”) in 2000.
Lease Tenure 56 Table of Contents The table below shows certain key information for leases in the Westvaco contiguous leases, Granger contiguous leases, and Granger non-contiguous leases that are included in the resource and reserve estimates, including lessor, lease term, size, royalty information and expiration date.
Lease Tenure 52 Table of Contents The table below shows certain key information for leases in the Westvaco contiguous leases, Granger contiguous leases, and Granger non-contiguous leases that are included in the resource and reserve estimates, including lessor, lease term, size, royalty information and expiration date.
Brine (solution) mining reserves at year end 2023 are approximately three million short tons, or 0.7% lo wer than year end 2022 reserves as a result of brine (solution) mining extraction in 2023. 63 Table of Contents Our mineral resource and reserve estimates are based on many factors, including the area and volume covered by our mining rights, assumptions regarding our extraction rates (based upon an expectation of operating the mines on a long-term basis) and the quality of in-place reserves.
Brine (solution) mining reserves at year end 2024 are approximately three million short tons, or 0.7% lo wer than year end 2023 reserves as a result of brine (solution) mining extraction in 2024. 59 Table of Contents Our mineral resource and reserve estimates are based on many factors, including the area and volume covered by our mining rights, assumptions regarding our extraction rates (based upon an expectation of operating the mines on a long-term basis) and the quality of in-place reserves.
Dry mined and brine mined trona are processed into soda ash at our Westvaco site, located within the boundaries of our Westvaco contiguous lease blocks, involving multiple processing lines, steam generation facilities, evaporation ponds, spare parts warehouses, maintenance shops, and offices for engineering, production, and support staff.
Dry mined and brine mined trona are processed into soda ash at our Westvaco site, located within the boundaries of our Westvaco contiguous lease blocks, involving multiple processing lines, steam generation facilities, evaporation ponds, spare 54 Table of Contents parts warehouses, maintenance shops, and offices for engineering, production, and support staff.
The Westvaco site includes approximately 36,000 permitted acres, of which the processing, support facilities, and tailings and evaporation ponds cover about 2,600 surface acres. The Granger facility includes about 16,000 permitted acres of which the processing, support facilities, and tailings and evaporation ponds cover about 1,800 surface acres.
The Westvaco site includes approximately 36,000 permitted acres, of which the processing, support facilities and tailings and evaporation ponds cover about 2,900 surface acres. The Granger facility includes about 16,000 permitted acres of which the processing, support facilities, and tailings and evaporation ponds cover about 1,600 surface acres.
Our private leases are held indefinitely by production, BLM and State Leases expire and are renewed every 10 years. Royalty payments range from 2% to 8% of the sales value of soda ash products. We believe that all of our leases were entered into at market terms. See Item 1.
Our private leases are held indefinitely by production, BLM and State Leases expire and are renewed every 10 years. Royalty payments range from 2% to 8% of the sales value of soda ash products. We believe that all of our leases were entered into at market terms.
Infrastructure on the Westvaco site is very well developed as the facilities have been in operation for over 75 years. The infrastructure consists of sufficient truck and rail loadout facilities, electrical generation and transmission facilities, tailings facilities, product storage facilities, process facilities, natural gas pipelines and distribution facilities and water pipelines, treatment and distribution facilities.
Infrastructure on the Westvaco site is very well developed as the facilities have been in operation for over 75 years. The infrastructure consists of sufficient truck and rail loadout facilities, electrical generation and transmission facilities, tailings facilities, product storage facilities, process facilities, natural gas pipelines and distribution facilities and water pipelines, 53 Table of Contents treatment and distribution facilities.
Total trona reserves for the fiscal year ended December 31, 2023 decreased approximatel y seven million short tons from fiscal year ended December 31, 2022, representing approximately 0.8% of the total reserves.
Total trona reserves for the fiscal year ended December 31, 2024 decreased approximatel y seven million short tons from fiscal year ended December 31, 2023, representing approximately 0.8% of the total reserves.
Mineral and mining rights are secured by leases from the Federal government, the State of Wyoming, and Sweetwater. We lease approximately 24,255 acres from the U.S. Government under the Mineral Leasing Act of 1920 (Title 30 §181) which includes trona under its definition of a “solid leasable mineral.” Federal minerals are administered by the U.S. Bureau of Land Management (“BLM”).
Mineral and mining rights are secured by leases from the Federal government, the State of Wyoming, and Sweetwater. We lease approximately 25,215 acres from the U.S. Government under the Mineral Leasing Act of 1920 (Title 30 §181) which includes trona under its definition of a “solid leasable mineral.” Federal minerals are administered by the U.S. Bureau of Land Management (“BLM”).
The area population provides a more than adequate base for staffing the Westvaco facilities, with a pool of talent for management. 57 Table of Contents The Westvaco site has been in uninterrupted, continuous operation since its start in 1947 by Westvaco Chemical Corporation.
The area population provides a more than adequate base for staffing the Westvaco facilities, with a pool of talent for management. The Westvaco site has been in uninterrupted, continuous operation since its start in 1947 by Westvaco Chemical Corporation.
Due to differences in geology between these two mine areas, the mineral leases and, ultimately, the trona resources and reserve estimates have been separated into Westvaco contiguous leases, Granger contiguous leases and Granger non-contiguous leases. The table and figures below are summaries of our acreage under each mineral lease type as of December 31, 2023.
Due to differences in geology between these two mine areas, the mineral leases and, ultimately, th e trona resources and reserve estimates have been separated into Westvaco contiguous leases, Granger contiguous leases and Granger non-contiguous leases. The table and figures below are summaries of our acreage under each mineral lease type as of December 31, 2024.
See “Commitments and Off-Balance Sheet Arrangements” in Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Note 5 to our Consolidated Financial Statements in Item 8 for details on our right of use assets and related lease liabilities. Such information is incorporated herein by reference.
See Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Note 5 to our Consolidated Financial Statements in Item 8 for details on our right of use assets and related lease liabilities. Such information is incorporated herein by reference.
Dry mining reserves at year end 2023 are approximately four million short tons, or 1.0%, lower than year end 2022 reserves as a result of dry mine extraction in 2023.
Dry mining reserves at year end 2024 are approximately four million short tons, or 0.9%, lower than year end 2023 reserves as a result of dry mine extraction in 2024.
No elements or compounds from within the beds were identified as having a material impact on the ability to extract trona from the beds via mechanical or brine (solution) mining methods. 62 Table of Contents December 31, 2023 December 31, 2022 Reserve Area/Type Reserve Category Million short tons (dry weight) (1) Grade (% Trona) (5) Million short tons (dry weight) (1) Grade (% Trona) (5) Westvaco dry extraction Proven (2) 248 88 252 88 Probable (2) 179 88 179 88 Total Reserves (3) 427 88 431 88 Westvaco solution mining Proven (2) — — Probable (2) 368 88 369 88 Total Reserves (4) 368 88 369 88 Granger solution mining Proven (2) — — Probable (2) 70 85 72 85 Total Reserves (4) 70 85 72 85 Total solution mining Total Reserves (4) 438 88 441 88 Total dry extraction and solution mining Total Reserves 865 87 872 87 (1) Our trona ore reserves are calculated from in-place trona-bearing material that can be economically and legally extracted and processed into commercial products at the time of reserve determination.
No elements or compounds from within the beds were identified as having a material impact on the ability to extract trona from the beds via mechanical or brine (solution) mining methods. 58 Table of Contents December 31, 2024 December 31, 2023 Reserve Area/Type Reserve Category Million short tons (dry weight) (1) Grade (% Trona) (5) Million short tons (dry weight) (1) Grade (% Trona) (5) Westvaco dry extraction Proven (2) 244 88 248 88 Probable (2) 179 88 179 88 Total Reserves (3) 423 88 427 88 Westvaco solution mining Proven (2) — — Probable (2) 367 88 368 88 Total Reserves (4) 367 88 368 88 Granger solution mining Proven (2) — — Probable (2) 68 85 70 85 Total Reserves (4) 68 85 70 85 Total solution mining Total Reserves (4) 435 88 438 88 Total dry extraction and solution mining Total Reserves 858 87 865 87 (1) Our trona ore reserves are calculated from in-place trona-bearing material that can be economically and legally extracted and processed into commercial products at the time of reserve determination.
Also in 2023, our Granger Optimization Project reached substantial completion and achieved first production and is expected to ramp up to incremental 750,000 tons of annual production capacity in 2024. 61 Table of Contents Summaries of our mineral resources and reserves for the fiscal years ended December 31, 2023 and 2022 are set forth in the tables below: December 31, 2023 December 31, 2022 Area Resource Category (1) Million short tons (dry weight) Grade (% Trona) (2) Million short tons (dry weight) Grade (% Trona) (2) Granger Contiguous Leases Measured 617 84 617 84 Indicated 145 89 145 89 Measured + Indicated 762 85 762 85 Westvaco Contiguous Leases Measured 1,067 88 1,067 88 Indicated 158 84 158 84 Measured + Indicated 1,225 87 1,225 87 Inferred 4 80 4 80 Granger Non-Contiguous Leases Measured 87 85 87 85 Indicated 60 84 60 84 Measured + Indicated 147 85 147 85 Inferred 3 84 3 84 Total Measured + Indicated 2,134 86 2,134 86 Total Measured + Indicated + Inferred 2,141 86 2,141 86 (1) Mineral resources are exclusive of mineral reserves, which are summarized in the table below.
Year ended December 31, 2024 2023 2022 Total (in thousands of tons) 4,405 3,889 3,635 In the fourth quarter of 2023, our Granger Optimization Project reached substantial completion and achieved first production and has since ramped up to its estimated, incremental 750,000 tons of annual production capacity in 2024. 57 Table of Contents Summaries of our mineral resources and reserves for the fiscal years ended December 31, 2024 and 2023 are set forth in the tables below: December 31, 2024 December 31, 2023 Area Resource Category (1) Million short tons (dry weight) Grade (% Trona) (2) Million short tons (dry weight) Grade (% Trona) (2) Granger Contiguous Leases Measured 617 84 617 84 Indicated 145 89 145 89 Measured + Indicated 762 85 762 85 Westvaco Contiguous Leases Measured 1,067 88 1,067 88 Indicated 158 84 158 84 Measured + Indicated 1,225 87 1,225 87 Inferred 4 80 4 80 Granger Non-Contiguous Leases Measured 87 85 87 85 Indicated 60 84 60 84 Measured + Indicated 147 85 147 85 Inferred 3 84 3 84 Total Measured + Indicated 2,134 86 2,134 86 Total Measured + Indicated + Inferred 2,141 86 2,141 86 (1) Mineral resources are exclusive of mineral reserves, which are summarized in the table below.
Area by lessor (acres) Contiguous leases Non-contiguous leases Lessor Granger Westvaco Granger Remaining Federal 4,236 19,699 — 320 State 1,280 6,403 640 13,280 Sweetwater 8,320 27,379 4,480 — Total Area 13,836 53,481 5,120 13,600 Our trona resources and mining operations are held under leases covering 86,037 acres over portions of 23 townships, primarily in two contiguous units informally known as the “Westvaco” and “Granger” blocks.
Area by lessor (acres) Contiguous leases Non-contiguous leases Lessor Granger Westvaco Granger Remaining Federal 4,236 19,699 — 1,280 State 1,280 6,403 640 13,280 Sweetwater 8,320 28,019 4,480 — Total Area 13,836 54,121 5,120 14,560 Our trona resources and mining operations are held under leases covering 87,637 acres over portions of 23 townships, primarily in two contiguous units informally known as the “Westvaco” and “Granger” blocks.
Mineral recovery at Westvaco site consists of three plants: the Sesqui plant, the Mono plant and the evaporation, lime, decahydrate crystallization, and monohydrate crystallization (“ELDM”) plant. Our Sesqui and Mono plants process dry-mined trona into soda ash. Crushing, dissolution in water, filtration, and crystallization techniques are used to produce the desired final products.
Mineral recovery at Westvaco site consists of three plants: the Sesqui plant, the Mono plant and the ELDM plant. Our Sesqui and Mono plants process dry-mined trona into soda ash. Crushing, dissolution in water, filtration, and crystallization techniques are used to produce the desired final products. The Mono plant consists of two separate processing lines to produce soda ash.
A final calcining step using steam produces a dense soda ash product from the Mono process. The Sesqui plant was the first soda ash plant built and operated at the Westvaco site. In our Sesqui plant, the calcination is performed at the end of the process, producing a light density soda ash that is preferred in applications desiring increased absorptivity.
The Sesqui plant was the first soda ash plant built and operated at the Westvaco site. In our Sesqui plant, the calcination is performed at the end of the process, producing a light density soda ash that is preferred in applications desiring increased absorptivity.
The ore is conveyed underground to two 58 Table of Contents hoisting operations where it travels about 1,600 feet vertically to the surface and is either taken directly into our processing facilities or stored on two outdoor stockpiles for future consumption. • Secondary Recovery Brine Mining.
The ore is conveyed underground to two hoisting operations where it travels about 1,600 feet vertically to the surface and is either taken directly into our processing facilities or stored on two outdoor stockpiles for future consumption. • Secondary Recovery Brine Mining. We brine (solution) mine trona at both our Westvaco and Granger sites using secondary recovery techniques.
Among other differences, subpart 1300 of Regulation S-K requires us to disclose our mineral resources, in addition to our mineral reserves, as of the end of our most recently completed fiscal year for our material mining property.
“Business”). These requirements differ significantly from the previously applicable disclosure requirements of SEC Industry Guide 7. Among other differences, subpart 1300 of Regulation S-K requires us to disclose our mineral resources, in addition to our mineral reserves, as of the end of our most recently completed fiscal year for our material mining property.
The Mono plant consists of two separate processing lines to produce soda ash. Mono I began operation in May 1972, while Mono II was started up in January 1976. In the Mono plant, the ore is calcined with heat, prior to dissolution, to process the trona into soda ash by the removal of water and carbon dioxide.
Mono I began operation in May 1972, while Mono II was started up in January 1976. In the Mono plant, the ore is calcined with heat, prior to dissolution, to process the trona into soda ash by the removal of water and carbon dioxide. A final calcining step using steam produces a dense soda ash product from the Mono process.
Longwall mining provides higher recovery rates leading to extended mine life compared to other dry mining techniques. Development of the “tunnels” necessary to access and ventilate our longwall is through room-and-pillar mining completed primarily by our fleet of borer miners.
Development of the “tunnels” necessary to access and ventilate our longwall is through room-and-pillar mining completed primarily by our fleet of borer miners.
This includes air, land, surface and groundwater, drinking water, wildlife, and waste. Approved reclamation plans are in place along with surety in the amounts of approximately $55 million for the Westvaco site and $33 million for the Granger site.
This includes air, land, surface and groundwater, drinking water, wildlife, and waste. As of December 31, 2024, approved reclamation plans were in place along with surety in the amounts of approxi mately $55.5 million for the Westvaco site and $34.5 million for the Gra nger site.
We plan for capital expenditures necessary to replace equipment and facilities over time in order to sustain production and operating costs. We believe that the Westvaco site and its operating equipment are maintained in good working condition.
We plan for capital expenditures necessary to replace equipment and facilities over time in order to sustain production and operating costs.
We brine (solution) mine trona at both our Westvaco and Granger sites using secondary recovery techniques. Our secondary recovery mining starts with the recovery of water streams from our operations and non-trona solids (“insolubles”) remaining from the processing of dry mined trona.
Our secondary recovery mining starts with the recovery of water streams from our operations and non-trona solids (“insolubles”) remaining from the processing of dry mined trona. The water and some insolubles are injected through a number of wells into the old dry mine workings at both our Westvaco and Granger sites.
“Business—Recent Developments and Status of Certain Growth Initiatives—Granger Production Facility Expansion” for more information. Our senior secured credit facility is guaranteed by substantially all of our restricted subsidiaries and is secured by liens on a substantial portion of our assets, including our trona leases. Refer to further discussion of our senior secured credit facility in Item 7.
As of December 31, 2024, our senior secured credit facility was guaranteed by substantially all of our restricted subsidiaries and is secured by liens on a substantial portion of our assets, including our trona leases. Refer to further discussion of our senior secured credit facility in Item 7.
Summary Overview of Mining Operations Information concerning our mining properties in this Annual Report on Form 10-K has been prepared in accordance with the requirements of subpart 1300 of Regulation S-K, which first became applicable to us for the fiscal year ended December 31, 2021. These requirements differ significantly from the previously applicable disclosure requirements of SEC Industry Guide 7.
Summary Overview of Mining Operations Information concerning our mining properties in this Annual Report on Form 10-K has been prepared in accordance with the requirements of subpart 1300 of Regulation S-K, which first became applicable to us for the fiscal year ended December 31, 2021 and was applicable until February 28, 2025, the date we sold our Alkali Business (see “Recent Developments” in Item 1.
Multiple pumping systems are used to pump the enriched brine to the surface for processing. Our mineral recovery consists of four processing plants producing soda ash at two surface sites, Westvaco and Granger.
The insolubles settle out while the water travels through the old workings, dissolving sodium carbonate and sodium bicarbonate from the trona left behind during previous dry mining. Multiple pumping systems are used to pump the enriched brine to the surface for processing. Our mineral recovery consists of four processing plants producing soda ash at two surface sites, Westvaco and Granger.
The table below shows annual production from our trona property and its four plants for the fiscal years ended December 31, 2023, 2022 and 2021.
In many cases, market demand drives annual production so that actual production may be less than plant capacities. The table below shows annual production from our trona property and its four plants for the fiscal years ended December 31, 2024, 2023 and 2022.
“Liquidity and Capital Resources.” Our Alkali senior secured notes are secured by GA ORRI’s fifty-year 10% limited term overriding royalty interest in substantially all of the Alkali Business’ trona mineral leases. See Item 1. “Recent Developments and Status of Certain Growth Initiatives—Alkali Senior Secured Notes Issuance and Related Transactions” for more information. 55 Table of Contents Figure 2.3.
“Liquidity and Capital Resources.” As of December 31, 2024, our Alkali senior secured notes were secured by a fifty-year 10% limited term overriding royalty interest in substantially all of the Alkali Business’ trona mineral leases owned by GA ORRI, LLC (“GA ORRI”). 51 Table of Contents Figure 2.3.
We extract trona ore from our Westvaco underground mine by mechanized, continuous mining methods. Our current underground dry mine production is from trona bed 17, a near-horizontal bed approximately 10 feet thick at a depth from the surface of 1,500-1,650 feet.
Our current underground dry mine production is from trona bed 17, a near-horizontal bed approximately 10 feet thick at a depth from the surface of 1,500-1,800 feet. Ore is extracted primarily by our single longwall mining machine from an extensive network of parallel drifts and connecting cross-cuts, known as room-and-pillar mining.
The following maps show the location of our mining property, as of December 31, 2023: 52 Table of Contents Figure 2.1. General Location Map 53 Table of Contents Figure 2.2.
Our trona mining and processing facilities are located in southwestern Wyoming approximately 18 miles west of the city of Green River, Wyoming. The following maps show the location of our mining property, as of December 31, 2024: Figure 2.1. General Location Map 49 Table of Contents Figure 2.2.
Based on our historical permitting experience, we expect to be able to continue to obtain necessary mining permits and approvals to support historical rates of production. At our Wyoming property, we use both mechanical and brine mining to mine the trona ore: • Dry Mining of Trona Ore.
At our Wyoming property, we use both mechanical and brine mining to mine the trona ore: • Dry Mining of Trona Ore. We extract trona ore from our Westvaco underground mine by mechanized, continuous mining methods.
Ore is extracted primarily by our single longwall mining machine from an extensive network of parallel drifts and connecting cross-cuts, known as room-and-pillar mining. Longwall miners shear off successive panels of ore which drops onto a conveyor belt for delivery to the vertical hoisting shafts.
Longwall miners shear off successive panels of ore which drops onto a conveyor belt for delivery to the vertical hoisting shafts. Longwall mining provides higher recovery rates leading to extended mine life compared to other dry mining techniques.
Capital expenditures are generally for sustaining production and operating costs except for some remaining capital for our Granger Optimization Project. We believe that the Granger site and its operating equipment are maintained in good working condition.
Capital expenditures are generally for sustaining production and operating costs except for some remaining capital for our Granger Optimization Project. The total book value of the Westvaco and Granger sites as of December 31, 2024 and December 31, 2023 was approximately $1,657 million and $1,668 million, respectively.
Removed
Approximately 50% of the world’s natural soda ash capacity is from trona extracted from underground mines and brine (solution) mining in the Green River Basin of southwestern Wyoming. Our trona mining and processing facilities are located in southwestern Wyoming approximately 18 miles west of the city of Green River, Wyoming.
Removed
The water and some insolubles are injected through a number of wells into the old dry mine workings at both our Westvaco and Granger sites. The insolubles settle out while the water travels through the old workings, dissolving sodium carbonate and sodium bicarbonate from the trona left behind during previous dry mining.
Removed
The total book value of the Westvaco and Granger sites as of December 31, 2023 and December 31, 2022 was approximately $1,668 million and $1,528 million, respectively. In many cases, market demand drives annual production so that actual production may be less than plant capacities.
Removed
Year ended December 31, 2023 2022 2021 Total (in thousands of tons) 3,889 3,635 3,483 On January 1, 2023, we restarted our original Granger facility (which was put in cold standby in the second half of 2020) and its estimated 500,000 tons of annual production capacity.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed2 unchanged
Biggest changeSee Note 2 2 to our Consolidated Financial Statements in Item 8. Item 103 of SEC Regulation S-K requires disclosure of certain environmental matters when a governmental authority is a party to the proceedings and such proceedings involve potential monetary sanctions that we reasonably believe will exceed a specified threshold.
Biggest changeSee Note 22 to our Consolidated Financial Statements in Item 8. Item 103 of SEC Regulation S-K requires disclosure of certain environmental matters when a governmental authority is a party to the proceedings and such proceedings involve potential monetary sanctions that we reasonably believe will exceed a specified threshold.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

3 edited+0 added−1 removed2 unchanged
Biggest changeSee Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Capital Expenditures and Distributions Paid to our Unitholders” and Note 1 2 to our Consolidated Financial Statements in Item 8 for further information regarding restrictions on our distributions. See Item 12.
Biggest changeSee Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Capital Expenditures and Distributions Paid to our Unitholders” and Note 12 to our Consolidated Financial Statements in Item 8 for further information regarding restrictions on our distributions. 62 Table of Contents Item 6. Selected Financial Data None.
As of December 31, 2023, the closing price of our common units was $11.58 and we had approximately 26,400 record holders of our Class A Common Units, which include holders who own units through their brokers “in street name.” Additionally, we have issued 23,111,918 Class A Convertible Preferred Units for which there is no established public trading market.
As of December 31, 2024, the closing price of our common units was $10.11 and we had approximately 23,000 record holders of our Class A Common Units, which include holders who own units through their brokers “in street name.” Additionally, we have issued 23,111,918 Class A Convertible Preferred Units for which there is no established public trading market.
Item 5. Market for Registrant’s Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities Our Class A Common Units are listed on the New York Stock Exchange, or NYSE, under the symbol “GEL.” At February 23, 2024, we had 122,424,321 Class A Common Units outstanding.
Item 5. Market for Registrant’s Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities Our Class A Common Units are listed on the New York Stock Exchange, or NYSE, under the symbol “GEL.” At March 3, 2025, we had 122,424,321 Class A Common Units outstanding.
Removed
“Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters” for information regarding securities authorized for issuance under equity compensation plans. 66 Table of Contents Item 6. Selected Financial Data None.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

148 edited+45 added−66 removed106 unchanged
Biggest changeDistribution For Date Paid Per Common Unit Amount Total Amount Per Preferred Unit Amount Total Amount 2021 1 st Quarter May 14, 2021 $ 0.1500 $ 18,387 $ 0.7374 $ 18,684 2 nd Quarter August 13, 2021 $ 0.1500 $ 18,387 $ 0.7374 $ 18,684 3 rd Quarter November 12, 2021 $ 0.1500 $ 18,387 $ 0.7374 $ 18,684 4 th Quarter February 14, 2022 $ 0.1500 $ 18,387 $ 0.7374 $ 18,684 2022 1 st Quarter May 13, 2022 $ 0.1500 $ 18,387 $ 0.7374 $ 18,684 2 nd Quarter August 12, 2022 $ 0.1500 $ 18,387 $ 0.7374 $ 18,684 3 rd Quarter November 14, 2022 $ 0.1500 $ 18,387 $ 0.7374 $ 18,684 4 th Quarter February 14, 2023 $ 0.1500 $ 18,387 $ 0.9473 $ 24,002 2023 1 st Quarter May 15, 2023 $ 0.1500 $ 18,387 $ 0.9473 $ 24,002 2 nd Quarter August 14, 2023 $ 0.1500 $ 18,387 $ 0.9473 $ 23,314 3 rd Quarter November 14, 2023 $ 0.1500 $ 18,370 $ 0.9473 $ 22,612 4 th Quarter (1) February 14, 2024 $ 0.1500 $ 18,370 $ 0.9473 $ 21,894 (1) This distribution was paid on February 14, 2024 to unitholders of record as of January 31, 2024.
Biggest changeDistribution For Date Paid Per Common Unit Amount Total Amount Per Preferred Unit Amount Total Amount 2022 1 st Quarter May 13, 2022 $ 0.1500 $ 18,387 $ 0.7374 $ 18,684 2 nd Quarter August 12, 2022 $ 0.1500 $ 18,387 $ 0.7374 $ 18,684 3 rd Quarter November 14, 2022 $ 0.1500 $ 18,387 $ 0.7374 $ 18,684 4 th Quarter February 14, 2023 $ 0.1500 $ 18,387 $ 0.9473 $ 24,002 2023 1 st Quarter May 15, 2023 $ 0.1500 $ 18,387 $ 0.9473 $ 24,002 2 nd Quarter August 14, 2023 $ 0.1500 $ 18,387 $ 0.9473 $ 23,314 3 rd Quarter November 14, 2023 $ 0.1500 $ 18,370 $ 0.9473 $ 22,612 4 th Quarter February 14, 2024 $ 0.1500 $ 18,370 $ 0.9473 $ 21,894 2024 1 st Quarter May 15, 2024 $ 0.1500 $ 18,370 $ 0.9473 $ 21,894 2 nd Quarter August 14, 2024 $ 0.1500 $ 18,370 $ 0.9473 $ 21,894 3 rd Quarter November 14, 2024 $ 0.1650 $ 20,207 $ 0.9473 $ 21,894 4 th Quarter (1) February 14, 2025 $ 0.1650 $ 20,207 $ 0.9473 $ 21,894 (1) This distribution was paid on February 14, 2025 to unitholders of record as of January 31, 2025 . 82 Table of Contents Contractual Obligations and Commitments In addition to the principal and interest payment commitments associated with our long-term debt discussed above, we have other contractual obligations and commitments as of December 31, 2024, which are summarized below. • We have estimated operating lease payment obligations, as of December 31, 2024, totaling $413.3 million, of which $46.2 million is expected to be paid in 2025 (see Note 5 to our Consolidated Financial Statements in Item 8 for details on our lease obligations).
We provide an integrated suite of services to refiners, crude oil and natural gas producers, and industrial and commercial enterprises and have a diverse portfolio of assets, including pipelines, offshore hub and junction platforms, refinery-related plants, storage tanks and terminals, railcars, rail unloading facilities, barges and other vessels, and trucks.
We provide an integrated suite of services to crude oil and natural gas producers, refiners, and industrial and commercial enterprises and have a diverse portfolio of assets, including pipelines, offshore hub and junction platforms, refinery-related plants, storage tanks and terminals, railcars, rail unloading facilities, barges and other vessels, and trucks.
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 Segment Margin, Net income (loss) and Available Cash before Reserves.
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.
Positive or negative changes to our revenue, through fluctuations in sales volumes or sales prices, can have a direct impact to Segment Margin, Net income (loss) 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.
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.
We define Available Cash before Reserves (“Available Cash before Reserves”) as Net income (loss) attributable to Genesis Energy, L.P. before interest, taxes, depreciation, depletion and amortization (including impairment, write-offs, accretion and similar items) after eliminating other non-cash revenues, expenses, gains, losses and charges (including any loss on asset dispositions), plus or minus certain other select items that we view as not indicative of our core operating results (collectively, “Select Items”), as adjusted for certain items, the most significant of which in the relevant reporting periods have been the sum of maintenance capital utilized, net interest expense, cash tax expense and cash distributions paid to our Class A convertible preferred unitholders.
We define Available Cash before Reserves (“Available Cash before Reserves”) as Net income (loss) attributable to Genesis Energy, L.P. before interest, taxes, depreciation, depletion and amortization (including impairment, write-offs, accretion and similar items) after eliminating other non-cash revenues, expenses, gains, losses and charges (including any loss on asset dispositions), plus or minus certain other select items that we view as not indicative of our core operating results (collectively, “Select Items”), as adjusted for certain items, the most significant of which in the relevant reporting periods have been the sum of maintenance capital utilized, interest expense, net, cash tax expense and cash distributions paid to our Class A convertible preferred unitholders.
Available Cash before Reserves Purposes, Uses and Definition Available Cash before Reserves, often referred to by others as distributable cash flow, is a quantitative standard used throughout the investment community with respect to publicly-traded partnerships and is commonly used as a supplemental financial measure by management and by external users of financial statements such as investors, commercial banks, research analysts and rating agencies, to aid in assessing, among other things: (1) the financial performance of our assets; (2) our operating performance; (3) the viability of potential projects, including our cash and overall return on alternative capital investments as compared to those of other companies in the midstream energy industry; (4) the ability of our assets to generate cash sufficient to satisfy certain non-discretionary cash requirements, including interest payments and certain maintenance capital requirements; and 77 Table of Contents (5) our ability to make certain discretionary payments, such as distributions on our preferred and common units, growth capital expenditures, certain maintenance capital expenditures and early payments of indebtedness.
Available Cash before Reserves Purposes, Uses and Definition Available Cash before Reserves, often referred to by others as distributable cash flow, is a quantitative standard used throughout the investment community with respect to publicly-traded partnerships and is commonly used as a supplemental financial measure by management and by external users of financial statements such as investors, commercial banks, research analysts and rating agencies, to aid in assessing, among other things: (1) the financial performance of our assets; (2) our operating performance; (3) the viability of potential projects, including our cash and overall return on alternative capital investments as compared to those of other companies in the midstream energy industry; 73 Table of Contents (4) the ability of our assets to generate cash sufficient to satisfy certain non-discretionary cash requirements, including interest payments and certain maintenance capital requirements; and (5) our ability to make certain discretionary payments, such as distributions on our preferred and common units, growth capital expenditures, certain maintenance capital expenditures and early payments of indebtedness.
During 2023, we repurchased and canceled a total of 114,900 Class A Common Units at an average price of approximately $9.09 per unit for a total purchase price of $1.0 million, including commissions, which is reflected as a reduction to the carrying value of our “Partners’ Capital - Common unitholders” on our Condensed Consolidated Balance Sheet as of December 31, 2023.
During 2023, we repurchased and canceled a total of 114,900 Class A Common Units at an average price of approximately $9.09 per unit for a total purchase price of $1.0 million, including commissions, which is reflected as a reduction to the carrying value of our “Partners’ Capital - Common unitholders” on our Consolidated Balance Sheet as of December 31, 2023.
Through these assets we offer our customers a full suite of services, including the following as of December 31, 2023: • facilitating the transportation of crude oil from producers to refineries and from our terminals, as well as those owned by third parties, to refiners via pipelines; • shipping crude oil and refined products to and from producers and refiners via trucks and pipelines; • storing and blending of crude oil and intermediate and finished refined products; • purchasing/selling and/or transporting crude oil from the wellhead to markets for ultimate use in refining; • purchasing products from refiners, transporting those products to one of our terminals and blending those products to a quality that meets the requirements of our customers and selling those products (primarily fuel oil, asphalt and other heavy refined products) to wholesale markets; and • unloading railcars at our crude-by-rail terminals.
Through these assets we offer our customers a full suite of services, including the following as of December 31, 2024: • facilitating the transportation of crude oil from producers to refineries and from our terminals, as well as those owned by third parties, to refiners via pipelines; • shipping crude oil and refined products to and from producers and refiners via trucks and pipelines; • storing and blending of crude oil and intermediate and finished refined products; • purchasing/selling and/or transporting crude oil from the wellhead to markets for ultimate use in refining; • purchasing products from refiners, transporting those products to one of our terminals and blending those products to a quality that meets the requirements of our customers and selling those products (primarily fuel oil, asphalt and other heavy refined products) to wholesale markets; and • unloading railcars at our crude-by-rail terminals.
See discussion above in “Results of Operations — Revenues and Costs and Expenses” regarding revenues associated with our Alkali Business. (2) Revenues in 2023 include sales by ANSAC that were not produced and supplied by our Alkali Business that are included in our consolidated revenues.
See discussion above in “Results of Operations — Revenues and Costs and Expenses” regarding revenues associated with our Alkali Business. (2) Revenues include sales by ANSAC that were not produced and supplied by our Alkali Business that are included in our consolidated revenues.
At December 31, 2023, we were not aware of any contingencies or environmental liabilities that would have a material effect on our financial position, results of operations or cash flows. Additionally, certain of our assets have contractual and regulatory obligations to perform dismantlement and removal activities, and in some instances remediation, when the assets are abandoned.
At December 31, 2024, we were not aware of any contingencies or environmental liabilities that would have a material effect on our financial position, results of operations or cash flows. Additionally, certain of our assets have contractual and regulatory obligations to perform dismantlement and removal activities, and in some instances remediation, when the assets are abandoned.
We do not expect changes in commodity prices to impact our Net income (loss), Available Cash before Reserves or Segment Margin derived from our offshore Gulf of Mexico 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.
We do not expect changes in commodity prices to impact our Net income (loss), Available Cash before Reserves or Segment Margin derived from our offshore Gulf of America 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.
Although we do not necessarily consider all of our Select Items to be non-recurring, infrequent or unusual, we believe that an understanding of these Select Items is important to the evaluation of our core operating results. The most significant Select Items in the relevant reporting periods are set forth below. Year Ended December 31, 2023 2022 I.
Although we do not necessarily consider all of our Select Items to be non-recurring, infrequent or unusual, we believe that an understanding of these Select Items is important to the evaluation of our core operating results. The most significant Select Items in the relevant reporting periods are set forth below. Year Ended December 31, 2024 2023 I.
We did not identify any relevant events or circumstances indicating that it is more likely than not that the fair value of the reporting unit is less than the respective carrying value. As such, a quantitative goodwill test was not required, and no goodwill impairment was recognized for the year ended December 31, 2023 and 2022.
We did not identify any relevant events or circumstances indicating that it is more likely than not that the fair value of the reporting unit is less than the respective carrying value. As such, a quantitative goodwill test was not required, and no goodwill impairment was recognized for the years ended December 31, 2023 and 2022.
Our primary sources of liquidity have historically 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.
Our primary sources of liquidity have historically been cash flows from operations, borrowing availability under our senior secured credit facility, proceeds from the sale of non-core 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.
However, the receptiveness of the capital markets to an offering of equity and/or debt securities cannot be assured and may be negatively impacted by, among other things, our long-term business prospects and other factors beyond our control, including market conditions. Our 2021 Shelf is set to expire in April 2024.
However, the receptiveness of the capital markets to an offering of equity and/or debt securities cannot be assured and may be negatively impacted by, among other things, our long-term business prospects and other factors beyond our control, including market conditions. Our 2024 Shelf is set to expire in April 2027.
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 will be reviewed no later than December 31, 2024 and may be suspended or discontinued at any time prior thereto.
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 will be reviewed no later than December 31, 2026 and may be suspended or discontinued at any time prior thereto.
Employee Benefits We sponsor a defined benefit pension plan for union-only employees of our Alkali Business. We recognize the net funded status of the pension plan under GAAP as a net liability, included within “Other long-term liabilities” as of December 31, 2023 and 2022 on our Consolidated Balance Sheets.
Employee Benefits We sponsor a defined benefit pension plan for union-only employees of our Alkali Business. We recognize the net funded status of the pension plan under GAAP as a net liability, included within “Other long-term liabilities” as of December 31, 2024 and 2023 on our Consolidated Balance Sheets.
Our offshore Gulf of Mexico crude oil and natural gas pipeline transportation and handling operations focus on 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.
Our offshore Gulf of America crude oil and natural gas pipeline transportation and handling operations focus on 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.
Additionally, our offshore transportation assets incur maintenance capital expenditures to replace, maintain, and upgrade equipment at certain of our offshore platforms and pipelines that we operate. We expect future expenditures to be within a reasonable range of 2023’s expenditures dependent upon the timing of when we incur certain costs.
Additionally, our offshore transportation assets incur maintenance capital expenditures to replace, maintain, and upgrade equipment at certain of our offshore platforms and pipelines that we operate. We expect future expenditures to be within a reasonable range of 2024’s expenditures dependent upon the timing of when we incur certain costs.
We would 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, producing minimal direct impact on Segment Margin, Net income (loss) and Available Cash before Reserves.
We would expect changes in crude oil prices to continue to proportionately affect our revenues and costs attributable to our purchase and sale of crude oil, producing minimal direct impact on Net income (loss), Segment Margin and Available Cash before Reserves.
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 senior secured credit agreement throughout the construction period. 68 Table of Contents Results of Operations In the discussions that follow, we will focus on our revenues, costs and expenses, as well as two measures that we use to manage the business and to review the results of our operations - Segment Margin and Available Cash before Reserves.
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. 64 Table of Contents Results of Operations In the discussions that follow, we will focus on our revenues, costs and expenses, as well as two measures that we use to manage the business and to review the results of our operations - Segment Margin and Available Cash before Reserves.
For example, a 10% increase or decrease in the volatility used in the calculation could have caused a decrease or an increase to the fair value of our embedded derivative of approximately $8 million or $11 million, respectively as of September 29, 2022.
For example, a 10% increase or decrease in the volatility used in the calculation could have caused a decrease or an increase to the fair value of our embedded derivative of approximately $8 million as of September 29, 2022.
Our primary cash requirements consist of: • working capital, primarily inventories and trade receivables and payables; • routine operating expenses; • capital growth (as discussed in more detail below) and maintenance expenditures; 81 Table of Contents • interest payments related to outstanding debt; • asset retirement obligations; • quarterly cash distributions to our preferred and common unitholders; and • acquisitions of assets or businesses.
Our primary cash requirements consist of: • working capital, primarily inventories and trade receivables and payables; • routine operating expenses; • capital growth (as discussed in more detail below) and maintenance expenditures; • interest payments related to outstanding debt; • asset retirement obligations; • quarterly cash distributions to our preferred and common unitholders; and • acquisitions of assets or businesses.
Our sales volumes can fluctuate from period to period and are dependent upon many factors, of which the main drivers are the global market, customer demand, economic growth, and our ability to produce soda ash.
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.
With respect to our Class A Convertible Preferred Units, we declared a quarterly cash distribution of $0.9473 per unit (or $3.789 on an annualized basis). These distributions were paid on February 14, 2024 to unitholders holders of record at the close of business January 31, 2024.
With respect to our Class A Convertible Preferred Units, we declared a quarterly cash distribution of $0.9473 per unit (or $3.7892 on an annualized basis). These distributions were paid on February 14, 2025 to unitholders holders of record at the close of business January 31, 2024.
Determining the fair value of assets and liabilities acquired, as well as intangible assets such as customer relationships, contracts, trade names and non-compete agreements involves professional judgment and is ultimately based on acquisition models and management’s assessment of the value of the assets and liabilities acquired, and to the extent available, third-party assessments.
Determining the fair value of assets and liabilities acquired, as well as intangible assets such as customer relationships, contracts, trade names and non-compete agreements involves professional judgment and 84 Table of Contents is ultimately based on acquisition models and management’s assessment of the value of the assets and liabilities acquired, and to the extent available, third-party assessments.
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 that have a combined production capacity of approximately 160,000 barrels per day.
Growth Capital Expenditures 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 that have a combined production capacity of approximately 160,000 barrels per day.
A summary of the applicable redemption periods is provided in the table below. 2026 Notes 2027 Notes 2028 Notes 2029 Notes 2030 Notes Redemption right beginning on February 15, 2021 January 15, 2024 February 1, 2023 January 15, 2026 April 15, 2026 Redemption of up to 35% of the principal amount of notes with the proceeds of an equity offering permitted prior to N/A N/A N/A January 15, 2026 April 15, 2026 For additional information on our long-term debt and covenants see Note 1 1 to our Consolidated Financial Statements in Item 8.
A summary of the applicable redemption periods is provided in the table below. 2027 Notes 2028 Notes 2029 Notes 2030 Notes 2032 Notes 2033 Notes Redemption right beginning on January 15, 2024 February 1, 2023 January 15, 2026 April 15, 2026 May 15, 2027 May 15, 2028 Redemption of up to 35% of the principal amount of notes with the proceeds of an equity offering permitted prior to N/A N/A January 15, 2026 April 15, 2026 May 15, 2027 May 15, 2028 For additional information on our long-term debt and covenants see Note 11 to our Consolidated Financial Statements in Item 8.
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 Segment Margin, Net income (loss) and Available Cash before Reserves.
We report the sales volumes of soda ash, which are 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.
This discussion can be found within our previously filed 2022 Form 10-K, which was filed with the SEC on February 24, 2023. Non-GAAP Financial Measures General To help evaluate our business, this Annual Report on Form 10-K includes the non-generally accepted accounting principles (“non-GAAP”) financial measure of Available Cash before Reserves.
This discussion can be found within our previously filed 2023 Form 10-K, which was filed with the SEC on February 23, 2024. Non- GAAP Financial Measures General To help evaluate our business, this Annual Report on Form 10-K includes the non-generally accepted accounting principles (“non-GAAP”) financial measure of Available Cash before Reserves.
(2) There are no noncontrolling interests held at the Issuer or Guarantor Subsidiaries for the period presented. (3) Excluded from revenues in the table above are $2.8 million of sales from Guarantor Subsidiaries to non-Guarantor Subsidiaries for the year ended December 31, 2023. Critical Accounting Estimates The preparation of our consolidated financial statements in conformity with U.S.
(2) There are no noncontrolling interests held at the Issuer or Guarantor Subsidiaries for the period presented. (3) Excluded from revenues in the table above are $3.1 million of sales from Guarantor Subsidiaries to non-Guarantor Subsidiaries for the year ended December 31, 2024. Critical Accounting Estimates The preparation of our consolidated financial statements in conformity with U.S.
Working capital borrowings are generally borrowings that are made under our senior secured credit facility and in all cases are used solely for working capital purposes or to pay distributions to partners. On February 14, 2024, we paid a distribution of $0.15 per common unit related to the fourth quarter of 2023.
Working capital borrowings are generally borrowings that are made under our senior secured credit facility and in all cases are used solely for working capital purposes or to pay distributions to partners. On February 14, 2025, we paid a distribution of $0.165 per common unit related to the fourth quarter of 2024.
(2) Each series of senior unsecured notes is further discussed and defined in Note 1 1 to our Consolidated Financial Statements in Item 8.
(2) Each series of senior unsecured notes is further discussed and defined in Note 11 to our Consolidated Financial Statements in Item 8.
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 2022, and higher outstanding indebtedness during 2023.
The increase in interest expense associated with our senior secured credit facility is primarily due to higher average outstanding indebtedness during 2024 and an increase in the SOFR rate, which is one of the main components of our interest rate, compared to 2023.
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 and selling activities. In addition, 69 Table of Contents costs include activities associated with mining and extracting trona ore, including energy costs and employee compensation.
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 activities. In addition, costs include activities associated with mining and extracting trona ore, including energy costs and employee compensation.
This increase was partially offset by higher capitalized interest during 2023 as a result of our increased capital expenditures associated with the GOP and our offshore growth capital construction projects during the year. Income tax expense A portion of our operations are owned by wholly-owned corporate subsidiaries that are taxable as corporations.
This increase was partially offset by higher capitalized interest during 2024 as a result of our increased capital expenditures associated with our offshore growth capital construction projects during the year. Income tax expense A portion of our operations are owned by wholly-owned corporate subsidiaries that are taxable as corporations.
For the years ended December 31, 2023, 2022 and 2021, we did not recognize an impairment expense associated with our long-lived assets. Recoverability of Goodwill Goodwill represents the excess of the purchase prices we paid for certain businesses over their respective fair values. We do not amortize goodwill.
For the years ended December 31, 2023 and 2022, we did not recognize an impairment expense associated with our long-lived assets. 85 Table of Contents Recoverability of Goodwill Goodwill represents the excess of the purchase prices we paid for certain businesses over their respective fair values. We do not amortize goodwill.
We recognized an actuarial gain of $1.8 million during 2023 primarily due to the difference between the actual and expected return on our plan assets during the year partially offset by a decrease in the discount rate utilized to calculate our benefit obligation from 5.33% at December 31, 2022 to 5.16% at December 31, 2023.
We recognized a net actuarial gain of $1.8 million during 2023 primarily due to the difference between the actual and expected return on our plan assets during the year partially offset by a decrease in the discount rate utilized to calculate our benefit obligation from 5.33% at December 31, 2022 to 5.16% at December 31, 2023. 87 Table of Contents
On April 3, 2023, July 3, 2023 and October 2, 2023, we entered into purchase agreements with the Class A Convertible Preferred unitholders whereby we redeemed a total of 2,224,860 Class A Convertible Preferred Units at an average purchase price of $33.71 per unit.
Liquidity and Capital Resources General On April 3, 2023, July 3, 2023 and October 2, 2023, we entered into purchase agreements with the Class A Convertible Preferred unitholders whereby we redeemed a total of 2,224,860 Class A Convertible Preferred Units at an average purchase price of $33.71 per unit.
For additional information regarding the Class A Convertible Preferred Units and the associated embedded derivative, see Note 1 2 and Note 1 9 to our Consolidated Financial Statements in Item 8. Liability and Contingency Accruals and Asset Retirement Obligations We accrue reserves for contingent liabilities including environmental remediation and potential legal claims.
For additional information regarding the Class A Convertible Preferred Units and the associated embedded derivative, see Note 12 and Note 19 to our Consolidated Financial Statements in Item 8. Liability and Contingency Accruals and Asset Retirement Obligations We accrue reserves for contingent liabilities including environmental remediation and potential legal claims.
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 volume sold.
As it relates to our Alkali Business for the periods presented, 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.
Other Consolidated Results Net income for the year ended December 31, 2023 included a loss of $4.6 million associated with the tender and write-off of the unamortized issuance costs associated with the 2024 Notes and 2025 Notes. These amounts are included within “Other expense, net” on the Consolidated Statement of Operations.
These amounts are included within “Other expense, net” on the Consolidated Statement of Operations. 72 Table of Contents Net income for the year ended December 31, 2023 included a loss of $4.6 million associated with the tender and write-off of the unamortized issuance costs associated with the 2024 Notes and 2025 Notes.
Additionally, we entered into a new three-and-a-half-year contract on the M/T American Phoenix, which started in January 2024 with a credit-worthy counterparty at the highest day rate we have received since we first purchased the vessel in 2014. 73 Table of Contents Onshore Facilities and Transportation Segment Our onshore facilities and transportation segment utilizes an integrated set of pipelines and terminals, trucks and barges to facilitate the movement of crude oil and refined products on behalf of producers, refiners and other customers.
The M/T American Phoenix started a new three-and-a-half year contract at the beginning of 2024 with a credit-worthy counterparty at the highest day rate we have received since we first purchased the vessel in 2014. 69 Table of Contents Onshore Facilities and Transportation Segment Our onshore facilities and transportation segment utilizes an integrated set of pipelines and terminals, trucks and barges to facilitate the movement of crude oil and refined products on behalf of producers, refiners and other customers.
(5) Represents the net effect of adding distributions from equity investees and deducting earnings of equity investees net to us.
(3) Represents the net effect of adding distributions from equity investees and deducting earnings of equity investees net to us.
See Note 1 6 in our Consolidated Financial Statements in Item 8 for information regarding changes in components of operating assets and liabilities during the years ended December 31, 2023 and 2022.
See Note 16 in our Consolidated Financial Statements in Item 8 for information regarding changes in components of operating assets and liabilities during the years ended December 31, 2024, 2023 and 2022.
When we experience any differences in timing between the extraction, processing and sales of this trona or Alkali products, including the logistics and transportation to our customers, the cash requirements for these activities in the short term can be affected.
When we experience any differences in timing between the extraction, processing and sales of this trona or Alkali products, including the logistics and transportation to our 79 Table of Contents customers, the cash requirements for these activities can be affected.
During the year ended December 31, 2023, 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.
During 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.
One of our other monitoring procedures is the comparison of our market capitalization to our book equity to determine if there is an indicator of impairment. We performed a qualitative assessment as of October 1, 2023 and 2022 for our refinery services reporting unit, which is the only reporting unit as of our assessment date that has goodwill.
One of our other monitoring procedures is the comparison of our market capitalization to our book equity to determine if there is an indicator of impairment. We performed a quantitative assessment as of October 1, 2024 for our refinery services reporting unit, which is the only reporting unit as of our assessment date that has goodwill.
Maintenance Capital Expenditures Maintenance capital expenditures incurred primarily relate to our marine transportation segment to replace and upgrade certain equipment associated with our vessels and in our Alkali Business, which is included in our soda and sulfur services segment, due to the costs to maintain our related equipment and facilities.
Maintenance Capital Expenditures Maintenance capital expenditures incurred primarily relate to our marine transportation segment to replace and upgrade certain equipment associated with our vessels and in our Alkali Business, which is included in our soda and sulfur services segment, due to the costs to maintain our related equipment and facilities up until the date at which we sold the business.
Included in Management’s Discussion and Analysis are the following sections: • Overview of 2023 Results • Recent Developments and Initiatives • Results of Operations • Other Consolidated Results • Financial Measures • Liquidity and Capital Resources • Guarantor Summarized Financial Information • Critical Accounting Estimates • Recent Accounting Pronouncements Overview of 2023 Results We reported Net Income Attributable to Genesis Energy, L.P. of $117.7 million in 2023 compared to Net Income Attributable to Genesis Energy, L.P. of $75.5 million in 2022.
Included in Management’s Discussion and Analysis are the following sections: • Overview of 2024 Results • Recent Developments and Initiatives • Results of Operations • Other Consolidated Results • Financial Measures • Liquidity and Capital Resources • Guarantor Summarized Financial Information • Critical Accounting Estimates Overview of 2024 Results We reported Net Loss Attributable to Genesis Energy, L.P. of $63.9 million in 2024 compared to Net Income Attributable to Genesis Energy, L.P. of $117.7 million in 2023.
We have a universal shelf registration statement (our “2021 Shelf”) on file with the SEC which we filed on April 19, 2021 to replace our previous universal shelf registration statement that expired on April 20, 2021. Our 2021 Shelf allows us to issue an unlimited amount of equity and debt securities in connection with certain types of public offerings.
We have a universal shelf registration statement (our “2024 Shelf”) on file with the SEC which we filed on April 16, 2024 to replace our existing universal shelf registration statement that expired on April 19, 2024. Our 2024 Shelf allows us to issue an unlimited amount of equity and debt securities in connection with certain types of public offerings.
Recent Developments and Initiatives Our primary objectives are to generate and grow stable free cash flows and continue to deleverage our balance sheet, while never wavering from our commitment to safe and responsible operations, as well as continue to advance and integrate our sustainability program.
Recent Developments and Initiatives Our primary objectives are to generate and grow stable free cash flows and continue to deleverage our balance sheet, while never wavering from our commitment to safe and responsible operations.
Our Alkali Business mines and processes trona from which it produces natural soda ash, also known as sodium carbonate (Na 2 CO 3 ), a basic building block for a number of ubiquitous products, including flat glass, container glass, dry detergent, lithium hydroxide and lithium carbonate (which are key inputs in the production of lithium batteries) and a variety of chemicals and other industrial products, and has been operating for approximately 75 years.
Our Alkali Business mined and processed trona from which it produced natural soda ash, also known as sodium carbonate (Na 2 CO 3 ), a basic building block for a number of ubiquitous products, including flat glass, container glass, dry detergent, lithium hydroxide and lithium carbonate (which are key inputs in the production of lithium batteries) and a variety of chemicals and other industrial products.
Marine Transportation Segment Within our marine transportation segment, we own a fleet of 91 barges (82 inland and 9 offshore) with a combined transportation capacity of 3.2 million barrels, 42 push/tow boats (33 inland and 9 offshore), and a 330,000 barrel capacity ocean going tanker, the M/T American Phoenix.
Marine Transportation Segment Within our marine transportation segment, we own a fleet of 87 barges (78 inland and 9 offshore) with a combined transportation capacity of 3.0 million barrels, 43 push/tow boats (33 inland and 10 offshore), and a 330,000 barrel capacity ocean going tanker, the M/T American Phoenix.
The total amount available for borrowings under our senior secured credit facility at December 31, 2023 was $547.2 million, subject to compliance with covenants in the credit agreement.
The total amount available for borrowings under our senior secured credit facility at December 31, 2024 was $604.5 million, subject to compliance with covenants in the credit agreement.
As of December 31, 2023, we believe our balance sheet and liquidity position remained strong, including $547.2 million of borrowing capacity available under our $850.0 million senior secured credit facility, as of such date, subject to compliance with covenants in the credit agreement.
As of December 31, 2024, we believe our balance sheet and liquidity position remained strong, including $604.5 million of borrowing capacity available under our $900 million senior secured credit facility, as of such date, subject to compliance with covenants in the credit agreement.
Refiners are the shippers of approximately 98% of the volumes transported on our onshore crude pipelines, and refiners account for approximately 90% of the revenues from our marine transportation segment during 2023, where we primarily transport intermediate refined products (not crude oil) between refining complexes.
Refiners are the shippers of a majority of the volumes transported on our onshore crude pipelines, and refiners accounted for approximately 95% of the revenues from our marine transportation segment during 2024, where we primarily transport intermediate refined products (not crude oil) between refining complexes.
A more detailed discussion of our segment results and other costs is included below in “Results of Operations”. Distributions to Unitholders On February 14, 2024, we paid a distribution of $0.15 per common unit related to the fourth quarter of 2023.
A more detailed discussion of our segment results and other costs is included below in “Results of Operations.” 63 Table of Contents Distributions to Unitholders On February 14, 2025, we paid a distribution of $0.165 per common unit related to the fourth quarter of 2024.
Applicable only to Available Cash before Reserves Certain transaction costs (6) 105 7,339 Other 3,076 2,208 Total Select Items, net $ 102,272 $ 106,327 (1) Represents the difference in timing of cash receipts from customers during the period and the revenue we recognize in accordance with GAAP on our related contracts.
Applicable only to Available Cash before Reserves Certain transaction costs 60 105 Other (5,912) 3,076 Total Select Items, net (4) $ 16,930 $ 102,272 (1) Represents the difference in timing of cash receipts from customers during the period and the revenue we recognize in accordance with GAAP on our related contracts.
A substantial portion of our revenues and costs are derived from the purchase and sale of crude oil in our crude oil marketing business, which is included in our onshore facilities and transportation segment, revenues and costs associated with our Alkali Business, which is included in our soda and sulfur services segment, and revenues and costs associated with our offshore pipeline transportation segment.
A substantial portion of our revenues and costs during the periods presented were derived from our Alkali Business, which is included in our soda and sulfur services segment, and the purchase and sale of crude oil in our crude oil marketing business, which is included in our onshore facilities and transportation segment.
No assurance can be made that we will be able to raise necessary funds on satisfactory terms. At December 31, 2023, we had $298.3 million borrowed under our senior secured credit facility, with $19.3 million of the borrowed amount designated as a loan under the inventory sublimit.
No assurance can be made that we will be able to raise necessary funds on satisfactory terms. 77 Table of Contents At December 31, 2024, we had $291.0 million borrowed under our senior secured credit facility, with $12.2 million of the borrowed amount designated as a loan under the inventory sublimit.
The successful completion of the above events has resulted in no scheduled maturities of our senior unsecured notes until 2026 and has provided us a significant amount of available borrowing capacity under our senior secured credit facility, subject to compliance with covenants in the credit agreement, to, amongst other things, utilize for funding the remaining growth capital expenditures associated with our GOP and our offshore growth projects discussed earlier.
The successful completion of the above events has resulted in no scheduled maturities of our senior unsecured notes until 2027 and has provided us 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 discussed earlier.
Expenditures for capital assets to grow the partnership distribution will depend on our access to debt and equity capital. We will look for opportunities to acquire assets from other parties that meet our criteria for stable cash flows.
Expenditures for capital assets to grow the partnership distribution will depend on our access to debt and equity capital. We will look for opportunities to acquire assets from other parties that meet our criteria for stable cash flows. We continue to pursue a long term growth strategy that may require significant capital.
Our final valuation of the embedded derivative occurred on September 29, 2022, which is when the feature within the Class A Convertible Preferred Units that required bifurcation and fair value measurement no longer existed.
Our final valuation of the embedded derivative occurred on September 29, 86 Table of Contents 2022, which is when the feature within the Class A Convertible Preferred Units that required bifurcation and fair value measurement no longer existed. On September 29, 2022, the fair value of the liability associated with the embedded derivative was reclassified to mezzanine equity.
At December 31, 2023, our long-term debt totaled approximately $3.8 billion, consisting of $298.3 million outstanding under our senior secured credit facility (including $19.3 million borrowed under the inventory sublimit tranche), $3.1 billion of senior unsecured notes, and $425.0 million of Alkali senior secured notes (of which $11.6 million is current), which are secured by the ORRI Interests.
At December 31, 2024, our long-term debt totaled approximately $4.2 billion, consisting of $291.0 million outstanding under our senior secured credit facility (including $12.2 million borrowed under the inventory sublimit tranche), $3,485.6 million of senior unsecured notes, and $413.4 million of Alkali senior secured notes (of which $13.1 million is current), which are secured by the ORRI Interests.
Changes in these estimates could have a significant impact on fair value. If the fair value of the reporting unit (including its inherent goodwill) is less than its carrying value, a charge to earnings may be required to reduce the carrying value of goodwill to its implied fair value.
If the fair value of the reporting unit (including its inherent goodwill) is less than its carrying value, a charge to earnings may be required to reduce the carrying value of goodwill to its implied fair value.
Our common units are traded on the New York Stock Exchange, or NYSE, under the ticker symbol “GEL.” We are (i) a provider of an integrated suite of midstream services (primarily transportation, storage, sulfur removal, blending, terminaling and processing) for a large area of the Gulf of Mexico and the Gulf Coast region of the crude oil and natural gas industry and (ii) one of the leading producers in the world of natural soda ash.
Our common units are traded on the NYSE, under the ticker symbol “GEL.” We are a provider of an integrated suite of midstream services (primarily transportation, storage, sulfur removal, blending, terminaling and processing) for a large area of the Gulf of America and the Gulf Coast region of the crude oil and natural gas industry.
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.
On August 8, 2023, we announced the “Repurchase Program.” In an effort to return capital to our investors, 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.
Our senior unsecured notes balance is comprised of $339.3 million of our 2026 Notes, $981.2 million of our 2027 Notes, $679.4 million of our 2028 Notes, $600.0 million of our 2029 Notes, and $500.0 million of our 2030 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 2029 Notes, $500.0 million of our 2030 Notes, $700.0 million of our 2032 Notes and $600.0 million of our 2033 Notes.
We can resume the qualitative assessment in any subsequent period for any reporting unit. The determination of a reporting unit’s fair value is predicated on our assumptions regarding the future economic prospects of the reporting unit.
We can resume the qualitative assessment in any subsequent period for any reporting unit. The fair value of our refinery services reporting unit is determined using the income approach and is predicated on our assumptions regarding the future economic prospects of the reporting unit.
Future payment obligations related to our senior secured credit facility and senior unsecured notes as of December 31, 2023, including both principal and estimated interest payments, are summarized in the table below: Interest Rate Maturity Date Principal Estimated Annual Interest Payable (in thousands) Senior secured credit facility (1) Varies February 13, 2026 $ 298,300 $ 25,284 2026 Notes (2) 6.250% May 15, 2026 339,310 21,207 2027 Notes (2) 8.000% January 15, 2027 981,245 78,500 2028 Notes (2) 7.750% February 1, 2028 679,360 52,650 2029 Notes (2) 8.250% January 15, 2029 600,000 49,500 2030 Notes (2) 8.875% April 15, 2030 500,000 44,375 Total estimated payments $ 3,398,215 $ 271,516 (1) Amounts shown above for estimated interest payments represent the amounts that would be paid on an annual basis if the debt outstanding at December 31, 2023 remained outstanding for the year ended December 31, 2024, and interest rates remained constant.
Future payment obligations related to our senior secured credit facility and senior unsecured notes as of December 31, 2024, including both principal and estimated interest payments, are summarized in the table below: Interest Rate Maturity Date Principal Estimated Annual Interest Payable (in thousands) Senior secured credit facility (1) Varies September 1, 2028 $ 291,000 $ 23,504 2027 Notes (2) 8.000% January 15, 2027 406,245 32,500 2028 Notes (2) 7.750% February 1, 2028 679,360 52,650 2029 Notes (2) 8.250% January 15, 2029 600,000 49,500 2030 Notes (2) 8.875% April 15, 2030 500,000 44,375 2032 Notes (2) 7.875% May 15, 2032 700,000 55,125 2033 Notes (2) 8.000% May 15, 2033 600,000 48,000 Total estimated payments $ 3,776,605 $ 305,654 (1) Amounts shown above for estimated interest payments represent the amounts that would be paid on an annual basis if the debt outstanding at December 31, 2024 remained outstanding for the year ended December 31, 2025, and interest rates remained constant.
Other Costs, Interest and Income Taxes General and administrative expenses Year Ended December 31, 2023 2022 (in thousands) General and administrative expenses not separately identified below: Corporate $ 48,407 $ 47,306 Segment 3,862 3,674 Long-term incentive based compensation plan expense 13,405 8,279 Third-party costs related to business development activities and growth projects 105 7,339 Total general and administrative expenses $ 65,779 $ 66,598 Total general and administrative expenses decreased $0.8 million between 2023 and 2022.
Other Costs, Interest and Income Taxes General and administrative expenses Year Ended December 31, 2024 2023 (in thousands) General and administrative expenses not separately identified below: Corporate $ 52,836 $ 48,407 Segment 3,679 3,862 Long-term incentive based compensation plan expense 2,857 13,405 Third-party costs related to business development activities and growth projects 60 105 Total general and administrative expenses $ 59,432 $ 65,779 Total general and administrative expenses decreased $6.3 million between 2024 and 2023.
Future payment obligations associated with our Alkali senior secured notes, as of December 31, 2023, including both estimated principal and interest payments, are summarized in the table below: Payment Obligations Estimated Interest Payments Estimated Principal Payments 2024 $ 24,712 $ 11,618 2025 23,997 13,097 2026 23,203 14,227 2027 through 2042 204,592 386,058 82 Table of Contents We have the right to redeem each of our series of senior unsecured notes beginning on specified dates as summarized below, at a premium to the face amount of such notes that varies based on the time remaining to maturity on such notes.
Future payment obligations associated with our Alkali senior secured notes, as of December 31, 2024, including both estimated principal and interest payments, are summarized in the table below: Payment Obligations (1) Estimated Interest Payments Estimated Principal Payments 2025 $ 23,997 $ 13,097 2026 23,203 14,227 2027 22,359 14,599 2028 through 2042 182,232 371,459 (1) As of February 28, 2025, the Alkali senior secured notes, including the associated future interest and principal payments, were transferred as part of the sale of our Alkali Business. 78 Table of Contents We have the right to redeem each of our series of senior unsecured notes beginning on specified dates as summarized below, at a premium to the face amount of such notes that varies based on the time remaining to maturity on such notes.
Operating results for our marine transportation segment were as follows: Year Ended December 31, 2023 2022 Revenues (in thousands): Inland freight revenues $ 129,023 $ 105,583 Offshore freight revenues $ 113,990 $ 87,587 Other rebill revenues (1) $ 84,451 $ 100,125 Total segment revenues $ 327,464 $ 293,295 Operating costs, excluding non-cash charges for long-term incentive compensation and other non-cash expenses (1) $ 217,041 $ 227,086 Segment Margin (in thousands) $ 110,423 $ 66,209 Fleet Utilization: (2) Inland Barge Utilization 100.0 % 98.6 % Offshore Barge Utilization 98.1 % 96.9 % (1) Under certain of our marine contracts, we “rebill” our customers for a portion of our operating costs.
Operating results for our marine transportation segment were as follows: Year Ended December 31, 2024 2023 Revenues (in thousands): Inland freight revenues $ 146,237 $ 129,023 Offshore freight revenues 107,935 113,990 Other rebill revenues (1) 67,444 84,451 Total segment revenues $ 321,616 $ 327,464 Operating costs, excluding non-cash charges for long-term incentive compensation and other non-cash expenses (1) (196,613) (217,041) Segment Margin (in thousands) $ 125,003 $ 110,423 Fleet Utilization: (2) Inland Barge Utilization 98.8 % 100.0 % Offshore Barge Utilization 97.7 % 98.1 % (1) Under certain of our marine contracts, we “rebill” our customers for a portion of our operating costs.
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. In an effort to return capital to our investors, we announced the Repurchase Program on August 8, 2023.
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.
Guarantor Summarized Financial Information 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 all of Genesis Energy, L.P.’s current and future 100% owned domestic subsidiaries (the “Guarantor Subsidiaries”), except GA ORRI and GA ORRI Holdings and certain other subsidiaries.
Guarantor Summarized Financial Information As of December 31, 2024, 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 GA ORRI and GA ORRI Holdings, LLC (“GA ORRI Holdings”) and certain other subsidiaries.
Included below is additional detailed discussion of the results of our operations focusing on Segment Margin and other costs including general and administrative expenses, depreciation, depletion and amortization, gain on sale of assets, interest expense and income taxes.
We discuss certain of those costs in further detail below in our segment-by-segment analysis. Included below is additional detailed discussion of the results of our operations focusing on Segment Margin and other costs including general and administrative expenses, depreciation, depletion and amortization, impairment expense, interest expense, net, and income taxes.
Applicable to all Non-GAAP Measures (in thousands) Differences in timing of cash receipts for certain contractual arrangements (1) $ 56,341 $ 51,102 Distributions from unrestricted subsidiaries not included in income (2) — 32,000 Certain non-cash items: Unrealized losses (gains) on derivative transactions excluding fair value hedges, net of changes in inventory value (3) 36,688 (5,717) Loss on debt extinguishment (4) 4,627 794 Adjustment regarding equity investees (5) 24,635 21,199 Other (23,200) (2,598) Sub-total Select Items, net 99,091 96,780 II.
Applicable to all Non-GAAP Measures (in thousands) Differences in timing of cash receipts for certain contractual arrangements (1) $ (601) $ 56,341 Certain non-cash items: Unrealized losses (gains) on derivative transactions excluding fair value hedges, net of changes in inventory value (7,837) 36,688 Loss on debt extinguishment (2) 15,367 4,627 Adjustment regarding equity investees (3) 23,461 24,635 Other (7,608) (23,200) Sub-total Select Items, net 22,782 99,091 II.
In conjunction with these agreements, we are expanding the current capacity of the CHOPS pipeline and constructing a new 100% owned, approximately 105-mile, 20” diameter crude oil pipeline, the SYNC pipeline, to connect one of the developments to our existing asset footprint in the Gulf of Mexico.
In conjunction with these agreements, we are expanding the current capacity of the CHOPS Pipeline and constructing the SYNC Pipeline to connect one of the developments to our existing asset footprint in the Gulf of America.
See Note 1 2 to our Consolidated Financial Statements in Item 8 for additional information regarding our mezzanine capital.
See Note 11 to our Consolidated Financial Statements in Item 8 for additional information regarding our consolidated debt obligations.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

13 edited+0 added−7 removed4 unchanged
Biggest changeUnit of Measure for Volume Contract Volumes (in 000’s) Unit of Measure for Price Weighted Average Market Price Contract Value (in 000’s) Mark-to Market Change (in 000’s) Settlement Value (in 000’s) Futures and Swap Contracts Sell (Short) Contracts: Crude Oil Bbl 242 Bbl $ 74.71 $ 18,080 $ (715) $ 17,365 Natural Gas MMBtu 2,100 MMBtu $ 2.54 $ 5,332 $ 137 $ 5,469 Buy (Long) Contracts: Crude Oil Bbl 30 Bbl $ 74.89 $ 2,247 $ (97) $ 2,150 Natural Gas Swaps MMBtu 13,230 MMBtu $ 0.56 $ 7,399 $ (1,826) $ 5,573 Natural Gas MMBtu 13,440 MMBtu $ 3.58 $ 48,080 $ (10,429) $ 37,651 Bunker Fuel MT 62 MT $ 53.00 $ 33,322 $ (155) $ 33,167 Option Contracts Written Contracts: Natural Gas MMBtu 60 MMBtu $ 0.75 $ 45 $ 5 $ 50 Purchased Contracts: Natural Gas MMBtu 30 MMBtu $ 0.02 $ 1 $ (1) $ — Diesel Gal 2,750 Gal $ 0.33 $ 912 $ (445) $ 467 We manage our risks of volatility in NaOH prices by indexing prices for the sale of NaHS to the market price for NaOH in most of our contracts.
Biggest changeUnit of Measure for Volume Contract Volumes (in 000’s) Unit of Measure for Price Weighted Average Market Price Contract Value (in 000’s) Mark-to Market Change (in 000’s) Settlement Value (in 000’s) Futures and Swap Contracts Sell (Short) Contracts: Crude Oil Bbl 262 Bbl $ 69.31 $ 18,158 $ 572 $ 18,730 Crude Oil Basis Differentials Bbl 165 Bbl $ (1.34) $ (221) $ 247 $ 26 Natural Gas MMBtu 1,470 MMBtu $ 3.20 $ 4,705 $ 501 $ 5,206 Buy (Long) Contracts: Crude Oil Bbl 44 Bbl $ 69.75 $ 3,069 $ 86 $ 3,155 Natural Gas MMBtu 9,180 MMBtu $ 3.31 $ 30,406 $ 1,789 $ 32,195 Crude Oil Basis Differentials Bbl 75 Bbl $ (0.99) $ (74) $ 104 $ 30 Natural Gas Swaps MMBtu 11,619 MMBtu $ 0.45 $ 5,196 $ (5,761) $ (565) Bunker Fuel MT 78 MT $ 520.60 $ 40,606 $ (396) $ 40,210 Option Contracts Written Contracts: Natural Gas MMBtu 630 MMBtu $ 0.17 $ 110 $ (56) $ 54 Purchased Contracts: Diesel Gal 1,800 Gal $ 0.17 $ 310 $ (261) $ 49 Natural Gas MMBtu 330 MMBtu $ 0.03 $ 9 $ (6) $ 3 We manage our risks of volatility in NaOH prices by indexing prices for the sale of NaHS to the market price for NaOH in most of our contracts.
As of December 31, 2023 we did not have any open derivative positions related to vessel freight. • Bunker Fuel Hedges — ANSAC is exposed to fluctuations in the price of bunker fuel consumed by vessels used to transport soda ash to our international customers.
As of December 31, 2024 we did not have any open derivative positions related to vessel freight. • Bunker Fuel Hedges — ANSAC is exposed to fluctuations in the price of bunker fuel consumed by vessels used to transport soda ash to our international customers.
Notional amounts in barrels, MMBtu, gallons (“Gal”), or metric tons (“MT”), the weighted average contract price, total contract amount and total fair value amount in U.S. dollars of our open positions are presented below. Fair values were determined by using the notional amount in barrels, MMBtu, gallons, or metric tons multiplied by the December 31, 2023 quoted market prices.
Notional amounts in barrels (“Bbl”), MMBtu, gallons (“Gal”), or metric tons (“MT”), the weighted average contract price, total contract amount and total fair value amount in U.S. dollars of our open positions are presented below. Fair values were determined by using the notional amount in barrels, MMBtu, gallons, or metric tons multiplied by the December 31, 2024 quoted market prices.
Obligations under our senior secured credit facility bear interest at the Term SOFR rate or alternate base rate (which approximates the prime rate), at our option, plus the applicable margin. We have not historically hedged our interest rates. On December 31, 2023, we had $298.3 million of debt outstanding under our senior secured credit facility.
Obligations under our senior secured credit facility bear interest at the Term SOFR rate or alternate base rate (which approximates the prime rate), at our option, plus the applicable margin. We have not historically hedged our interest rates. On December 31, 2024, we had $291.0 million of debt outstanding under our senior secured credit facility.
Fuel and Freight Price Risk • Forward Freight Hedges — ANSAC is exposed to fluctuations in freight rates for vessels used to transport soda ash to our international customers. We use exchange-traded or over-the-counter futures, swaps and options to hedge future freight rates for forecasted shipments.
We manage these exposures with a combination of commodity price swap contracts, futures and option contracts. • Forward Freight Hedges — ANSAC is exposed to fluctuations in freight rates for vessels used to transport soda ash to our international customers. We use exchange-traded or over-the-counter futures, swaps and options to hedge future freight rates for forecasted shipments.
Our risk management policies are designed to monitor our physical volumes, grades and delivery schedules to ensure our hedging activities address the market risks inherent in our gathering and marketing activities.
We manage these exposures with various instruments including exchange-traded futures, options and swap contracts. Our risk management policies are designed to monitor our physical volumes, grades and delivery schedules to ensure our hedging activities address the market risks inherent in our gathering and marketing activities.
The following discussion addresses each category of risk: Commodity Price Risk We use derivative instruments to hedge price risk associated with the following commodities: • Crude Oil and Petroleum Products — We utilize crude oil and petroleum product derivatives to hedge commodity price risk, including crude oil, fuel oil and other petroleum products, inherent in our onshore facilities and transportation segment.
The following discussion addresses each risk: • Crude Oil and Petroleum Products — We utilize crude oil and petroleum product derivatives to hedge commodity price risk, including crude oil, fuel oil and other petroleum products, inherent in our onshore facilities and transportation segment. Our objectives for these derivatives include hedging fixed price purchase and sales, crude inventories, and basis differentials.
The accounting treatment for our derivatives is discussed further in Note 1 9 to our Consolidated Financial Statements in Item 8. 93 Table of Contents The table below presents information about our open derivative contracts at December 31, 2023.
We use exchange-traded or over-the-counter futures, swaps and options to hedge fluctuations in the fuel price. The accounting treatment for our derivatives is discussed further in Note 19 to our Consolidated Financial Statements in Item 8. 88 Table of Contents The table below presents information about our open derivative contracts at December 31, 2024.
As of December 31, 2023 we had entered into derivative instruments that will settle between January 2024 and December 2024. • Rail Fuel Surcharge Hedges — ANSAC enters into rail transport agreements that require us to pay rail fuel surcharges based on changes in the U.S. On-Highway Diesel Fuel Price published by the U.S. Department of Energy (“DOE”).
We use exchange-traded or over-the-counter futures, swaps and options to hedge bunker fuel prices for forecasted shipments. • Rail Fuel Surcharge Hedges — ANSAC enters into rail transport agreements that require us to pay rail fuel surcharges based on changes in the U.S. On-Highway Diesel Fuel Price published by the U.S. Department of Energy (“DOE”).
As of December 31, 2023 we had entered into derivative instruments that will settle between January 2024 and April 2024. • Natural Gas — We utilize natural gas derivatives to hedge commodity price risk inherent in our Alkali Business.
As of December 31, 2024 we had entered into derivative instruments that will settle between January 2025 and June 2025. The below derivative instruments relate to our Alkali Business, which was sold on February 28, 2025.
A 10% change in the Term SOFR rate would have resulted in an immaterial impact to Net income for the year ended December 31, 2023.
A 10% change in the Term SOFR rate would have resulted in an immaterial impact to Net loss for the year ended December 31, 2024. Item 8. Financial Statements and Supplementary Data The information required hereunder is included in this report as set forth in the “Index to Consolidated Financial Statements.” Item 9.
Our objectives for these derivatives include hedging anticipated purchases of natural gas used by our Alkali Business to generate heat and power for operations. We manage these exposures with a combination of commodity price swap contracts, futures and option contracts. As of December 31, 2023 we had entered into derivative instruments that will settle between January 2024 and December 2025.
In connection with the sale, we terminated the related outstanding hedges. • Natural Gas — We utilize natural gas derivatives to hedge commodity price risk inherent in our Alkali Business. Our objectives for these derivatives include hedging anticipated purchases of natural gas used by our Alkali Business to generate heat and power for operations.
Financial Statements and Supplementary Data The information required hereunder is included in this report as set forth in the “Index to Consolidated Financial Statements.” Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.
Removed
Our objectives for these derivatives include hedging fixed price purchase and sales, crude inventories, and basis differentials. We manage these exposures with various instruments including exchange-traded futures, options and swap contracts.
Removed
We use exchange-traded or over-the-counter futures, swaps and options to hedge bunker fuel prices for forecasted shipments.
Removed
We use exchange-traded or over-the-counter futures, swaps and options to hedge fluctuations in the fuel price. As of December 31, 2023 we had entered into derivative instruments that will settle between January 2024 and August 2024.
Removed
The Preferred Distribution Rate Reset Election associated with our Class A Convertible Preferred Units represented a feature that was required to be bifurcated from the related host contract, the preferred unit purchase agreement, and accounted for as an embedded derivative recorded at fair value in our Consolidated Balance Sheets.
Removed
Our final valuation of the embedded derivative occurred on September 29, 2022, which is the date at which the feature within the Class A Convertible Preferred Units that required bifurcation and fair value measurement no longer existed. On September 29, 2022, the fair value of the liability associated with the embedded derivative was reclassified to mezzanine equity.
Removed
The valuation model utilized for this embedded derivative contained inputs including our common unit price relative to the issuance price, the current dividend yield, the discount yield (which was adjusted periodically for changed associated with the industry’s credit markets), equity volatility, default probabilities, U.S. treasury rates, and timing estimates to ultimately calculate the fair value of our Class A Convertible Preferred Units with and without the Preferred Distribution Rate Reset Option.
Removed
See Note 1 2 and Note 1 9 to our Consolidated Financial Statements in Item 8 for further discussion of our Class A Convertible Preferred Units and embedded derivatives. 94 Table of Contents Item 8.

Other GEL 10-K year-over-year comparisons