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GEL

GENESIS ENERGY LP
NYSE · INDUSTRIALS · PIPE LINES (NO NATURAL GAS)
14.67
+0.05 +0.34%
USD · close Oct 30

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How GEL rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
Text kept
70%
of sentences unchanged
Added
81
new sentences
Dropped
75
sentences removed
Length
+266
words, now 15,731

New in FY2025

  • 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, 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.
  • 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 may not be able to access adequate capital (debt and/or equity) on economically viable terms, or any terms. • The IRA could accelerate the transition to a low carbon economy away from oil and natural gas.
  • Table o f Contents • Inflationary pressures and associated changes in monetary policy 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. • Non-traditional investment criteria used by many investors may diminish investor interest in us and reduce the value of our common units and our access to capital.
  • Risks Related to Legal and Regulatory Compliance • Our operations are subject to federal and state rate regulation and federal, state, and local environmental protection and safety laws and regulations. • Climate change legislation and regulatory initiatives may decrease demand for the products we store, transport and sell and increase our operating costs. • Changes in environmental laws could increase costs and harm our business, financial condition and results of operations. • Compliance with and changes in cybersecurity requirements have a cost impact on our business.
  • General Risks • We are exposed to the credit risk of our customers in the ordinary course of our business activities. • A natural disaster, pandemic, epidemic, accident, terrorist attack or other interruption event could result in an economic slowdown, severe personal injury, property damage and/or environmental damage, which could curtail our operations or otherwise adversely affect our assets and cash flow. • We cannot predict the impact of international military conflicts and the related humanitarian crisis or other geopolitical tensions on the global economy, energy markets, geopolitical stability and our business. • Our business could be negatively impacted by security threats, including cybersecurity threats, and related disruptions. • Artificial intelligence presents risks and challenges that can impact our business, including by posing security risks to our confidential information, proprietary information and personal data. • 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. • We may issue additional common units without unitholders’ approval, which would dilute their ownership interests.
  • A number of factors could adversely affect our ability to execute our growth strategy, Table o f Contents including an inability to raise adequate capital on acceptable terms, competition from competitors and/or an inability to successfully integrate one or more acquired businesses into our operations.
  • 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 NaHS, that we produce and the prices at which we sell NaHS; 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.
  • In addition, the actual amount of cash we will have available for distribution to our common unitholders will depend on other factors that include: our debt service requirements; distributions we pay to our Class A Convertible Preferred unitholders; the level of capital expenditures and costs associated with asset retirement obligations we may incur, including the cost of acquisitions (if any); fluctuations in our working capital; restrictions on distributions contained in our debt instruments or organizational documents governing our joint ventures and unrestricted subsidiaries; our ability to borrow under our senior secured credit facility to pay distributions, and the amount of cash reserves required in the conduct of our business.
  • We access commodity volumes through various sources, such as our producers, service providers (including gatherers, shippers, marketers and other aggregators) and refiners.
  • 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) or we can acquire the commodity from our customer and resell it to another party.
  • Additionally, some of the projects we have recently completed are dependent on reserves that we expect to be produced from newly discovered properties that producers are currently developing.
  • Many economic and business factors out of our control can adversely affect the decision by any producer to explore for and Table o f Contents develop new reserves.
  • Over the last three years, prices for crude oil ranged from a high of over $90 per barrel to a low of less than $60 per barrel, and such volatility, or even more extreme volatility, may continue going forward.
  • 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 Table o f Contents 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.
  • Because we purchase (or otherwise acquire) and sell crude oil, natural gas, refined petroleum products, NaHS, and caustic soda we are exposed to some direct commodity price risks.
  • However, when such assets are not utilized or are under-utilized, our profitability is negatively affected because the revenues we earn are either reduced (in the event of under-utilization) or non-existent, 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.
  • As a result, we may experience declines in our profitability and margin if our volumes decrease.
  • Table o f 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.
  • We may not be able to renew our marine transportation term charters and contracts when they expire at favorable rates, for extended periods, or at all, which may increase our exposure to the spot market and lead to lower revenues and increased expenses.
  • During the year ended December 31, 2025, our marine transportation segmen t receiv ed approximately 77% of its revenue from term charters and other fixed contracts, which help to insulate us from revenue fluctuations caused by weather, navigational delays and short-term market declines.
  • We earned approximately 23% 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.
  • The complete inland waterway system is composed of 25,000 miles of commercially navigable waterways and channels, supported by approximately 240 lock chambers and approximately 1,000 coastal, Great Lakes, and inland harbors.
  • The U.S. inland waterway infrastructure is aging as approximately 80% of the lock and dam infrastructure exceeds its 50-year design life, which may cause more frequently scheduled and unscheduled maintenance outages and result in our marine transportation segment experiencing delays and incurring additional operating expenses.
  • For example, when the Mississippi river floods significantly or if water levels are significantly reduced by severe drought conditions, barges may be unable to traverse the river system and we may be prevented from timely completing our voyages.
  • Table o f 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.
  • As of December 31, 2025, we had approximately $6.4 million outstanding under our senior secured credit facility and approximately $3.1 billion aggregate principal amount of senior unsecured notes outstanding.
  • Our forecast contemplates 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) Table o f Contents may not be able to complete our projects at the costs or within the timeframes currently estimated.
  • If we (or our joint ventures) experience material cost overruns, we will have to finance these overruns using one or more of the following methods: using cash from operations; delaying other planned projects; incurring additional borrowings from our senior secured credit facility; or issuing additional debt or equity.
  • Any or all of these methods may not be available when needed, may be prohibited or restricted by our or our joint venture’s debt agreements or other contractual arrangements or may adversely affect our future results of operations.
  • The IRA could accelerate the transition to a low carbon economy away from oil and natural gas.
  • The imposition of this fee and other provisions contained within the IRA could accelerate the transition away from oil and natural gas, which could decrease demand for, and in turn the prices of, the oil and natural gas that we store, transport and sell and adversely impact our business.
  • The interest rates on our senior secured credit facility ($6.4 million outstanding at December 31, 2025) and the debt at certain of our unrestricted subsidiaries is variable.
  • Our results of operations and our cash flows, as well as our access to future capital and our ability to fund our growth strategy, could be adversely affected by significant increases in interest rates.
  • Inflationary pressures have increased in recent years and could occur in the future.
  • Sustained levels of high inflation have historically caused the Federal Reserve and other central banks to increase interest rates, which raises the cost of capital, including the cost of borrowings under our senior secured credit facility, and depresses economic growth, which could adversely affect the financial and operating results of our business.
  • Risks Related to Legal and Regulatory Compliance Our operations are subject to federal and state rate regulation and federal, state and local environmental protection and safety laws and regulations.
  • See “Regulation-Environmental Regulations.” Failure to comply with these laws and regulations may result in the Table o f Contents assessment of administrative, civil and criminal penalties, including the assessment of monetary penalties, the imposition of investigatory and remedial obligations, the suspension or revocation of necessary permits, licenses and authorizations, the requirement that additional pollution controls be installed and the issuance of orders enjoining future operations or imposing additional compliance requirements.
  • On July 4, 2025, the One Big Beautiful Bill Act was signed into law, which revises and expands certain renewable energy tax credits that were previously available under the IRA.
  • Table o f Contents In addition, some of our pipelines and other infrastructure are subject to laws providing for open and/or non-discriminatory access.

and 41 more.

Gone since FY2024

  • 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.
  • 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 may not be able to access adequate capital (debt and/or equity) on economically viable terms, or any terms. • The IRA could accelerate the transition to a low carbon economy away from oil and gas. • Inflationary pressures and associated changes in monetary policy 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. • Non-traditional investment criteria used by many investors may diminish investor interest in us and reduce the value of our common units and our access to capital.
  • Risks Related to Legal and Regulatory Compliance • Our operations are subject to federal, state and local environmental protection and safety laws and regulations. • Climate change legislation and regulatory initiatives may decrease demand for the products we store, transport and sell and increase our operating costs. • Changes in environmental laws could increase costs and harm our business, financial condition and results of operations. • Compliance with and changes in cybersecurity requirements have a cost impact on our business. • We are subject to regulatory and economic risks associated with doing business outside of the United States.
  • General Risks • We are exposed to the credit risk of our customers in the ordinary course of our business activities. • A natural disaster, pandemic, epidemic, accident, terrorist attack or other interruption event could result in an economic slowdown, severe personal injury, property damage and/or environmental damage, which could curtail our operations or otherwise adversely affect our assets and cash flow. • We cannot predict the impact of international military conflicts and the related humanitarian crisis on the global economy, energy markets, geopolitical stability and our business. • Our business could be negatively impacted by security threats, including cybersecurity threats, and related disruptions. • 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. • We may issue additional common units without unitholders’ approval, which would dilute their ownership interests.
  • A number of factors could adversely affect our ability to execute our growth strategy, including an inability to raise adequate capital on acceptable terms, competition from competitors and/or an inability to successfully integrate one or more acquired businesses into our operations.
  • 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.
  • In addition, the actual amount of cash we will have available for distribution to our common unitholders will depend on other factors that include: the level of capital expenditures and costs associated with asset retirement obligations we may incur, including the cost of acquisitions (if any); our debt service requirements; fluctuations in our working capital; restrictions on distributions contained in our debt instruments or organizational documents governing our joint ventures and unrestricted subsidiaries; distributions we pay to our Class A Convertible Preferred unitholders; our ability to borrow under our senior secured credit facility to pay distributions, and the amount of cash reserves required in the conduct of our business.
  • 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.
  • 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.
  • Additionally, some of the projects we have planned or recently completed are dependent on reserves that we expect to be produced from newly discovered properties that producers are currently developing.
  • Many economic and business factors out of our control can adversely affect the decision by any producer to explore for and develop new reserves.
  • 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).
  • Over the last three years, prices for crude oil ranged from a high of over $120 per barrel to a low of less than $50 per barrel, and such extreme volatility may continue going forward.
  • 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.
  • 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.
  • 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.
  • As a result, we may experience declines in our margin and profitability if our volumes decrease.
  • 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.
  • We may not be able to renew our marine transportation time charters and contracts when they expire at favorable rates, for extended periods, or at all, which may increase our exposure to the spot market and lead to lower revenues and increased expenses.
  • 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.
  • 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 where we could bear the risk of vessel downtime due to weather and navigational delays.
  • The system is composed of over 12,000 miles of commercially navigable waterway, supported by approximately 240 locks and dams designed to provide flood control, maintain pool levels of water in certain areas of the country and facilitate navigation on the inland river system.
  • The U.S. inland waterway infrastructure is aging, with more than half of the locks over 50 years old.
  • As a result, due to the age of the locks, scheduled and unscheduled maintenance outages may be more frequent in nature, resulting in delays and additional operating expenses.
  • 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.
  • 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.
  • 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.
  • Our 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.
  • If we (or our joint ventures) experience material cost overruns, we will have to finance these overruns using one or more of the following methods: using cash from operations; delaying other planned projects; incurring additional indebtedness; or issuing additional debt or equity.
  • Any or all of these methods may not be available when needed, may be prohibited or restricted by our or our joint venture’s debt or other contractual arrangements or may adversely affect our future results of operations.
  • The IRA could accelerate the transition to a low carbon economy away from oil and gas.
  • The imposition of this fee and other provisions contained within the IRA could accelerate the transition away from oil and gas, which could decrease demand for, and in turn the prices of, the oil and natural gas that we store, transport and sell and adversely impact our business.
  • 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.
  • Our results of operations and our cash flow, as well as our access to future capital and our ability to fund our growth strategy, could be adversely affected by significant increases in interest rates.
  • Inflationary pressures have significantly increased over the last three years and could continue in the future.
  • Sustained levels of high inflation have likewise caused the Federal Reserve and other central banks to increase interest rates, which raises the cost of capital, including the cost of borrowings under our senior secured credit facility, and depresses economic growth, which could adversely affect the financial and operating results of our business.
  • Risks Related to Legal and Regulatory Compliance Our operations are subject to federal, state and local environmental protection and safety laws and regulations.
  • See “Regulation-Environmental Regulations.” Failure to comply with these laws and regulations may result in the assessment of administrative, civil and criminal penalties, including the assessment of monetary penalties, the imposition of investigatory and remedial obligations, the suspension or revocation of necessary permits, licenses and authorizations, the requirement that additional pollution controls be installed and the issuance of orders enjoining future operations or imposing additional compliance requirements.
  • In addition, some of our pipelines and other infrastructure are subject to laws providing for open and/or non-discriminatory access.

and 35 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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