UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
Amendment No. 1
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
---- EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2004
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 1-12295
GENESIS ENERGY, L.P.
(Exact name of registrant as specified in its charter)
Delaware 76-0513049
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 Dallas, Suite 2500, Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 860-2500
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
---------------- ---------------------
Common Units American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes |X| No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
Indicate by check mark whether the registrant is an accelerated filer (as
defined by Rule 12b-2 of the Securities Exchange Act of 1934).
|X|
The aggregate market value of the Common Units held by non-affiliates of the
Registrant on June 30, 2004 (the last business day of Registrant's most recently
completed second fiscal quarter), was approximately $96,293,000 based on $11.25
per unit, the closing price of the Common Units as reported on the American
Stock Exchange on such date. At March 1, 2005, 9,313,811 Common Units were
outstanding.
GENESIS ENERGY, L.P.
FORM 10-K/A - 2004 ANNUAL REPORT
Explanatory Note
Genesis Energy, L.P. is filing this Amendment No. 1 on Form 10-K/A to add a
disclosure in its Annual Report on Form 10-K for the fiscal year ended December
31, 2004, which was originally filed on March 15, 2005. The revision to the
original filing adds disclosure to Item 9A Controls and Procedures regarding
changes in internal control over financial reporting during the fourth quarter
of 2004, and relates to a recently completed review of the original filing by
the Securities and Exchange Commission's Division of Corporation Finance.
Please note the information contained in this Form 10-K/A does not reflect
events occurring after the date of the original filing. For a description of
these events, please read Genesis Energy, L.P.'s reports filed under the
Exchange Act of 1934, as amended, since March 15, 2005.
Item 9A. Controls and Procedures
We maintain disclosure controls and procedures and internal controls
designed to ensure that information required to be disclosed in our filings
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission's rules and forms. Our chief executive officer and chief financial
officer, with the participation of our management, have evaluated our disclosure
controls and procedures as of the end of the period covered by this Annual
Report on Form 10-K and have determined that such disclosure controls and
procedures are adequate and effective in all material respects in providing to
them on a timely basis material information relating to us (including our
consolidated subsidiaries) required to be disclosed in this annual report.
There were no changes during our last fiscal quarter that materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
Management's Report on Internal Control over Financial Reporting
Management of the Partnership is responsible for establishing and
maintaining effective internal control over financial reporting as defined in
Rules 13a-15(f) under the Securities and Exchange Act of 1934. The Partnership's
internal control over financial reporting is designed to provide reasonable
assurance to the Partnership's management and board of directors regarding the
preparation and fair presentation of published financial statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation.
Management assessed the effectiveness of the Partnership's internal control
over financial reporting as of December 31, 2004. In making this assessment,
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control Integrated
Framework. Based on our assessment, we believe that, as of December 31, 2004,
the Partnership's internal control over financial reporting is effective based
on those criteria.
Management's assessment of the effectiveness of internal control over
financial reporting as of December 31, 2004, has been audited by Deloitte &
Touche LLP, the independent registered public accounting firm who also audited
the Partnership's consolidated financial statement. Deloitte & Touche's
attestation report on management's assessment of the Partnership's internal
control over financial reporting appears below.
Report of Independent Registered Public Accounting Firm on Internal
Control over Financial Reporting
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of Genesis Energy, Inc. and Unitholders of
Genesis Energy, L.P.
Houston, Texas
We have audited management's assessment, included in the accompanying
Management's report on Internal Control over Financial Reporting, that Genesis
Energy, L.P. and subsidiaries (the "Partnership") maintained effective internal
control over financial reporting as of December 31, 2004, based on criteria
established in Internal Control--Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission. The Partnership's
management is responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of internal
control over financial reporting. Our responsibility is to express an opinion on
management's assessment and an opinion on the effectiveness of the Partnership's
internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over
financial reporting, evaluating management's assessment, testing and evaluating
the design and operating effectiveness of internal control, and performing such
other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinions.
A company's internal control over financial reporting is a process designed by,
or under the supervision of, the company's principal executive and principal
financial officers, or persons performing similar functions, and effected by the
company's board of directors, management, and other personnel to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company's internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial
reporting, including the possibility of collusion or improper management
override of controls, material misstatements due to error or fraud may not be
prevented or detected on a timely basis. Also, projections of any evaluation of
the effectiveness of the internal control over financial reporting to future
periods are subject to the risk that the controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
In our opinion, management's assessment that the Partnership maintained
effective internal control over financial reporting as of December 31, 2004, is
fairly stated, in all material respects, based on the criteria established in
Internal Control--Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Also in our opinion, the Partnership
maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2004, based on the criteria established in Internal
Control--Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the consolidated financial
statements as of and for the year ended December 31, 2004 of the Partnership and
our report dated March 14, 2005, expressed an unqualified opinion on those
financial statements.
/s/ DELOITTE & TOUCHE LLP
Houston, Texas
March 14, 2005
Item 15. Exhibits and Financial Statement Schedules
(a)(1) and (2) Financial Statements and Financial Statement Schedules
See "Index to Consolidated Financial Statements" set forth on page 54.
(a)(3) Exhibits
3.1 Certificate of Limited Partnership of Genesis Energy, L.P.
("Genesis") (incorporated by reference to Exhibit 3.1
to Registration Statement, File No. 333-11545)
3.2 Third Amended and Restated Agreement of Limited
Partnership of Genesis (incorporated by reference to
Exhibit 4.1 of Form 8-K dated July 31, 2002)
3.3 Certificate of Limited Partnership of Genesis Crude Oil,
L.P. (the "Operating Partnership") (incorporated by
reference to Exhibit 3.3 to Form 10-K for the year ended
December 31, 1996)
3.4 Third Amended and Restated Agreement of Limited
Partnership of the Operating Partnership (incorporated by
reference to Exhibit 4.1 to Form 8-K dated July 31, 2002)
10.1 Purchase & Sale and Contribution & Conveyance Agreement
dated as of December 3, 1996 among Basis Petroleum, Inc.
("Basis"), Howell Corporation ("Howell"), certain
subsidiaries of Howell, Genesis, the Operating Partnership
and Genesis Energy, L.L.C. (incorporated by reference to
Exhibit 10.1 to Form 10-K for the year ended December 31,
1996)
10.2 First Amendment to Purchase & Sale and Contribution &
Conveyance Agreement (incorporated by reference to Exhibit
10.2 to Form 10-K for the year ended December 31, 1996)
10.3 Office Lease at One Allen Center between Trizec Allen
Center Limited Partnership (Landlord) and Genesis Crude
Oil, L.P. (Tenant) (incorporated by reference to Exhibit
10 to Form 10-Q for the quarterly period ended September
30, 1997)
10.4 Credit Agreement dated as of June 1, 2004, between Genesis
Crude Oil, L.P., Genesis Energy, Inc. Genesis Energy,
L.P., Fleet National Bank and Certain Financial
Institutions (incorporated by reference to Exhibit 10.1 to
Form 8-K dated June 1, 2004)
10.5 Pipeline Sale and Purchase Agreement between TEPPCO
Crude Pipeline, L.P. and Genesis Crude Oil, L.P. and
Genesis Pipeline, L.P. (incorporated by reference to
Exhibit 10.1 to Form 8-K dated October 31, 2003)
10.6 Purchase and Sale Agreement between TEPPCO Crude
Pipeline, L.P. and Genesis Crude Oil, L.P. (incorporated
by reference to Exhibit 10.2 to Form 8-K dated October 31,
2003)
10.7 Production Payment Purchase and Sale Agreement between
Denbury Resources, Inc. and Genesis Crude Oil, L.P.
executed November 14, 2003 (incorporated by reference
to Exhibit 10.7 to Form 10-K for the year ended December
31, 2003)
10.8 Carbon Dioxide Transportation Agreement between Denbury
Resources, Inc. and Genesis Crude Oil, L.P. (incorporated
by reference to Exhibit 10.8 to Form 10-K for the year
ended December 31, 2003)
** 10.9+ Genesis Energy, Inc. Stock Appreciation Rights Plan
** 10.10+ Form of Stock Appreciation Rights Plan Grant Notice
** 10.11+ Summary of Director Compensation
** 10.12+ Summary of Genesis Energy, Inc. Bonus Plan
10.13 Second Production Payment Purchase and Sale Agreement
between Denbury Onshore, LLC. and Genesis Crude Oil, L.P.
executed August 26, 2004 (incorporated by reference to
Exhibit 99.1 to Form 8-K dated August 26, 2004)
10.14 Second Carbon Dioxide Transportation Agreement
between Denbury Onshore, LLC. and Genesis Crude Oil,
L.P.(incorporated by reference to Exhibit 99.1 to Form 8-K
dated August 26, 2004)
11.1 Statement Regarding Computation of Per Share Earnings
(See Notes 2 and 8 to the Consolidated Financial
Statements)
** 21.1 Subsidiaries of the Registrant
* 23.1 Consent of Independent Registered Public Accounting Firm
* 31.1 Certification by Chief Executive Officer Pursuant to Rule
13a-14(a) under the Securities Exchange Act of 1934.
* 31.2 Certification by Chief Financial Officer Pursuant to Rule
13a-14(a) under the Securities Exchange Act of 1934.
* 32.1 Certification by Chief Executive Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
* 32.2 Certification by Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
--------------------------------
** Previously filed.
* Filed herewith
+ A management contract or compensation plan or arrangement.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized on the 16th day of
August, 2005.
GENESIS ENERGY, L.P.
(A Delaware Limited Partnership)
By: GENESIS ENERGY, INC., as
General Partner
By: /s/ Mark J. Gorman
-----------------------------------------
Mark J. Gorman
Chief Executive Officer and President
By: /s/ Ross A. Benavides
-----------------------------------------
Ross A. Benavides
Chief Financial Officer