Grant Sims - Chief Executive Officer Bob Deere - Chief Financial Officer.

Gabe Moreen - Bank of America Merrill Lynch TJ Schultz - RBC Capital Markets Ethan Bellamy - Robert W. Baird John Edwards - Credit Suisse Barrett Blaschke - MUFG Securities Akil Marsh - Janney Capital Markets.

Welcome to the 2016 Fourth Quarter Conference Call for Genesis Energy. Genesis has four business segments. The Offshore Pipeline Transportation Division is engaged in providing the critical infrastructure to move oil produced from the long-lived, world-class reservoirs from the deepwater Gulf of Mexico to onshore refining centers.

The Refinery Services Division primarily processes sour gas streams to remove sulfur at refining operations. The Marine Transportation Division is engaged in the maritime transportation of primarily refined petroleum products.

The Supply and Logistics Division is engaged in the transportation, handling, blending, storage and supply of energy products, including crude oil and refined products. Genesis’ operations are primarily located in Texas, Louisiana, Arkansas, Mississippi, Alabama, Florida, Wyoming and the Gulf of Mexico.

During this conference call, management may be making forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. The law provides safe harbor protection to encourage companies to provide forward-looking information.

Genesis intends to avail itself of those Safe Harbor provisions and directs you to its most recently filed and future filings with the Securities Exchange Commission. We also encourage you to visit our website at genesisenergy.com, where a copy of the press release we issued today is located.

The press release also presents a reconciliation of non-GAAP financial measures to the most comparable GAAP financial measures. At this time, I would like to introduce Grant Sims, CEO of Genesis Energy, L.P. Mr. Sims will be joined by Bob Deere, Chief Financial Officer; and Karen Pape, Chief Accounting Officer..

Thanks, Karen. Good morning and welcome to everyone. Given the continuing challenging operating environment in the energy midstream space, we continue to be pleased with the financial performance of our diversified, yet increasingly integrated, businesses.

Our significant infrastructure projects in the Baton Rouge area were substantially completed in the fourth quarter, and we would expect to see contributions from those projects to continue to ramp throughout this year and into next.

We now anticipate completing our repurposing project in Texas in the second quarter of 2017, and again we would expect to see contributions ramping throughout this year and into 2018.

At Raceland, we would expect to see volume start to ramp in mid-2017 as we will be fully capable of receiving medium sour crudes via pipeline and currently in heavy crudes via rail.

While we are a bit behind schedule and might arguably have a slightly lower ramp from these major investments we are very excited and have many reasons to believe that we will ultimately exceed our average base case economics across the projects.

The momentum for the rest of this and into next year positions us to do reasonably well even if things don't get better in late 2017 or 2018 as some predict or continue to hope for.

Given our recent and continuing actions to increase liquidity and strengthen our balance sheet, we believe we are well positioned to continue to deliver long term value to all of our stakeholders without ever losing our absolute commitment to safe, reliable and responsible operations.

With that, I’ll turn it over to Bob to discuss this standalone quarter's results in more detail. .

Thank you, Grant. In the fourth quarter of 2016 we generated total available cash before reserves of $95.4 million, representing a decrease of $6.9 million or 7% over the fourth quarter of 2015. Adjusted EBITDA decreased $4.5 million over the prior year quarter to $133.1 million representing a 3% decrease.

Net income attributable to Genesis for the quarter was $22.1 million or $0.19 per unit compared to $27.4 million or $0.25 per unit for the same period in 2015. As we discussed earlier today in our earnings release, we have combined our Onshore Pipeline segment with our Supply and Logistics segment.

This reporting is consistent with the way management is evaluating our business on an ongoing basis and is reflective of the increasingly integrated nature of many of our operations, such as our recently completed infrastructure near Baton Rouge.

Segment margin from our Offshore Pipeline Transportation segment increased $10.7 million or 14% between the fourth quarter periods. Overall our Offshore Pipeline operations benefited from the general increase in the Gulf of Mexico production.

The increase was the result of 2016 drilling activity which predominantly occurred near existing infrastructure due to the attractive economics and current pricing conditions. Our extensive pipeline network benefited ratably from this activity.

In addition, the 2016 quarter benefited from the temporary diversion of natural gas volumes from third party gas pipelines on to our gas pipeline assets due to disruptions at onshore process and facilities where such volumes typically flow. Refinery services margin -- segment margin for the 2016 quarter decreased $2.3 million or 11%.

This is primarily due to a 6% decrease in NaHS sales volumes relative to the 2015 quarter. This decrease is principally related to lower sales volumes to our South American mining customers during the 2016 quarter.

Sales volumes between quarters to customers in South America can fluctuate due to the timing of third party vessels available to transport bulk deliveries. The pricing in our sales contracts for NaHS typically includes adjustments for fluctuations in commodity benchmarks, primarily caustic soda, freight labor, energy costs and government indexes.

The frequency at which these adjustments are applied varies by contract, geographic region and supply point. The mix of NaHS sales volumes to which we are able to apply such adjustments vary due to timing or other factors such as competitive pressures which had a negative effect on margin from NaHS sales for the 2016 quarter.

We expect those other factors to continue. Segment margin from our Marine Transportation segment decreased $7.3 million or 31% between the fourth quarter periods.

The decrease in segment margin is primarily due to a combination of lower utilization and lower day rates across our various marine asset classes, excepting the American Phoenix, which is under long term contract through September 2020. In our offshore barge fleet, a number of our units have come off of longer term contracts.

We have chosen to primarily place them in spot service or short term service, i.e. less than a year. We believe the day rates currently being offered by the market are at or approaching cyclical lows.

In our inland fleet, we saw somewhat of a strengthening in utilization and stabilization in spot day rates toward the end of the year, especially in the black oil or heavy intermediate refined products trade, the trade to which we have almost exclusively committed our inland barges.

Supply and Logistics segment margin decreased by $3.4 million or 15% between the fourth quarter periods. This was primarily the result of a reduction in pipeline volumes to the Texas City refining market on our Texas pipeline system.

Our historical customers in Texas City have made indefinite alternative arrangements to receive crude oil as a result of our endeavors to expand, extend and repurpose our facilities into longer lived, higher value service. We expect to complete this repurposing in the second quarter of 2017.

This decrease in segment margin is partially offset by the improved performance of our now right-sized heavy fuel oil business.

The performance improvement resulted from reducing volumes in related infrastructure to match new market realities resulting from the general lightning of refineries’ crude slates which has resulted in a better supply demand balance between heavy refined bottoms and domestic coker and asphalt requirements.

The decrease in segment margin was also partially offset by an increase in volumes on our Louisiana infrastructure as our new port of Baton Rouge terminal and related crude oil and refined products pipeline commenced operations during the fourth quarter of 2016.

Our results also reflected an increase in rail volumes at our Scenic rail terminal in the 2016 quarter due to demand from one major refinery customer. In addition to the overall net decrease in segment origin, available cash before reserves declined as a result of increased interest expense and general and administrative costs.

The increase in interest expense was primarily due to an increase in our average outstanding indebtedness from acquired and constructed assets. Interest costs on an ongoing basis are net of capitalized interest costs attributable to our growth capital expenditures.

General and administrative costs included an available cash on a comparative basis due to a one-time reduction in compensation expense in the prior year. The decrease in net income results from a non-cash valuation allowance of $6 million recorded in the 2016 quarter related to the collectability of certain disputed receivables and claims.

Additionally, other non-cash expenses, including depreciation, amortization and accretion, increased $6.3 million in the 2016 quarter. The increase in such non-cash expenses was primarily the result of the effect of acquiring assets and placing constructed assets in service during calendar 2016.

These decreases as well as a previously discussed decrease in segment margin were somewhat offset by the increased contribution of equity earnings in our unconsolidated joint venture.

The 2015 quarter included negative non-cash basis adjustments related to certain of our historical and acquired equity investments as a result of our acquisition of the offshore pipelines and service business of Enterprise. Grant will now provide some concluding remarks to our prepared comments. .

Thanks Bob. As discussed our businesses are performing reasonably well and we’d expect them to continue to do so in spite of the challenging environment which we continue to operate.

While we are unable to predict with any certainty whether things will get better in late 2017 or 2018, we're confident that our diversified yet increasingly integrated businesses will continue to perform with relative stability and resiliency in the tumultuous midstream environment in which we operate.

While the completion and ramp up in volumes of our most significant ongoing projects may be a bit behind we also have confidence that they will contribute to this resiliency and stability as we progress through 2017 and into 2018.

Even though we are quite bullish for our particular business prospects for the remainder of the year and into next year, the first quarter is not without its unique challenges, not least of which is there are only ninety days to do our thing.

In addition we have experienced more unanticipated downtime than normal for a variety of reasons at some of our major builds that we gather in the Gulf of Mexico. Additionally, what I would characterize is our last legacy contract on one of our ocean going barges expired and has been repriced into the spot market.

Additionally we have two blue water unit regulatory dry-dockings in the first quarter which will negatively impact the quarter, because of one, 90 days doesn't a trend make, and two, our overall confidence in our business prospects in the current environment we continue to believe we are well positioned to deliver long term value to all of our stakeholders without ever losing our absolute commitment to safe, reliable and responsible operations.

As always, we would like to recognize the efforts and commitment for all of those with whom we are fortunate enough to work. With that I'll turn it back to the moderator for any questions..

[Operator Instructions] Your first question comes from the line of Gabe Moreen from Bank of America Merrill Lynch..

Hey good morning everyone.

Can you just talk a little bit about the 6 million disputed receivable and what that related to and whether that’s sort of a onetime item that's behind you, or is that part of an ongoing customer dispute there or there might be more suits to?.

Gabe, it is a one-time non-cash valuation adjustment that we put in. We don't see that extending past what we have put in the valuations at this point..

Thanks Bob and then I guess in terms of the pass-through within the refinery services segment of some of the component pricing, can you just talk about first quarter expectations where their pricing is kind of caught up, I guess given the rise you’ve seen in caustic soda pricing whether the expectation should be that maybe 1Q looks a little better there?.

I think that we would kind of expect the first quarter to be reasonably consistent with 4Q. We've had -- and you'll see we’ve renegotiated a substantial or a significant refinery host contractual relationship which will have a little bit of value degradation if you will on a prospective basis in return for eleven year extension of the term.

So I mean our view is refinery services absent at this point, for 2017 absent relatively our volume growth that we would expect it to be closer to kind of an 18 million a quarter run rate is kind of what we're internally looking at in 2017. .

Got it, thanks, Grant.

And then last one for me, just where the state of the balance sheet is, can you talk about whether you issued anything on the ATM in 4Q and the expectations for capital markets activity in 2017?.

We issued nothing under the ATM. We will continue to evaluate, I think we're absolutely confident that we do not need or will not access the equity markets for purposes of what I would characterize as tilt capital expenditures associated with our major growth projects that are occurring -- roll over into 2017.

If we identify and determine that it's in the best interest for the partnership to pursue some other additional growth activity, I would under those circumstances -- or growth capital expenditures in 2017 under those circumstances I would imagine that we would have some component of equity financing associated with that and depending on the size maybe it comes out of the ATM, maybe as a discrete note sale, I don't -- we don't have any things on our radar screen at this point but growth capital beyond the tail end of the growth projects are out there in the public domain, I think we would anticipate ratings on the equity in some way.

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And I guess following up on that, Grant, sorry, if I missed it, did you talk about what your expectations are for ’17 growth Cap Ex and some of the things you just alluded to in terms of evaluating other growth, kind of what you had in mind there, whether you’re seeing I think coming to fruition?.

I mean I think that -- and we don't typically do that. I don't think there's anything significant.

But I mean we're evaluating a number of things, we're also evaluating which is kind of goes part and parcel and also may be responsive to whether or not there is any kind of capital markets transactions and that is that we're evaluating the potential of -- and we've been approached on a number of our individual discrete assets that may or may not be more valuable to another party than they are to us.

And so we're also evaluating that. So to the extent that those come to fruition, that obviously from the cash proceeds from that would have to be mixed into our consideration of how we manage the capital structure..

Your next question comes from the line of TJ Schultz from RBC Capital Markets. .

I think just to follow up on Gabe’s question on the balance sheet.

So if I think about the ramp on some of the projects a little slower than planned, do you still have a similar target timeframes, kind of hit delevering goals? And so if you consider other levers there on the balance sheet, such as ATMs, sounds like asset sales are on the table but I guess I'm thinking about the distribution and growth there and just any consideration on keeping distribution flat to help offset the slower ramp?.

No, I don’t think so. I think we’re absolutely comfortable continuing at this point in the mid single digits for the foreseeable future.

And I think that our targets for getting to where we have always desired to be from the overall leverage point of view is still in the mid to late 2019 timeframe which is absolutely consistent with what we've been talking about for well over a year..

The repurposing project in Texas, can you just give a little color what maybe pushed that out a little bit into 2Q and then the expectation on returns on capital for that project once it is repurposed?.

Some weather delays and some contracting delays primarily associated with getting the requisite power into -- which is not totally within our control.

It's with the power providers, it’s to lead to the delay and in response to the second part of your question, I said I think when we intimated or discussed it in the prepared remarks and that is that, across the three major projects I think we would -- we believe that we will exceed our target to kind of return thresholds which were to get them into the record for us is the high single digits, I think that we’re pretty confident that in 2018 and beyond timeframe given what we know now versus when we initiated or started the spin, we can drive that into the mid single digits on a multiple basis..

Your next question comes from the line of Ethan Bellamy from Baird..

Hey gentlemen, good morning.

Are you connected to the Renaissance platform and is that fire in early January likely to create any kind of a volume hiccup in the first quarter?.

No..

How much did Baton Rouge contribute to the fourth quarter and are those investments panning out well for ’17?.

I don't think we break it out individually but this is -- a little ties back a little bit to TJ’s question earlier, I will say that it’s not material but on a standalone basis -- but on the first quarter volumes are in excess of fourth quarter volumes and well in excess of any kind of NBC or take or pay commitments.

So that in part is what is giving our comfort in discussing that at the end of the day we think across these major organic opportunities that our aggregate average return is going to be greater than what was anticipated when we first made the investment decisions..

[Operator Instructions] Your next question comes from the line of John Edwards from Credit Suisse. .

That's a new one for the name for our firm. But anyway I was just -- just kind of following on the last couple questions. So on the ramping of the projects that as they come online here that gives you confidence that the returns will do better or better than you originally anticipated.

I mean are there any data points you can share with us that would point -- that can help us understand that and then is there anything that could go awry that, is there any risk associated with this, if things could go awry that might -- might not have you achieved the higher return that you think that you will, just so we can kind of have a boundary here on the ramp versus the risk that kind of thing?.

I mean it is a little bit -- I think in one sense what you can look at -- and this is primarily applicable in probably what I would call the lower Mississippi River corridor which would include both Baton Rouge as well as Raceland but if you look to public documentation of the growing material imbalance as an engineer would characterize at between ramping heavy Canadian production versus takeaway capacity.

And we're -- just because ultimately pipelines get permitted or they are indicated that there's going to be permits subject to 92 conditions or whatever. We're not as confident that those ultimately get built even in the 2020 to 2022 timeframe is perhaps others are.

So I mean that's kind of one data point to get somewhat comparable, the other is a little bit primarily in Texas, a little bit more unique and commercially sensitive and I'm not sure that there's any kind of public parameters that I could point you to to give you the same confidence that we have been directly involved in it but -- I am not sure I can help on that one.

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Fair enough. And then I'm just curious as far as -- since you did indicate obviously things are a little bit behind, and as far as cost goes, I mean if things are -- if the things come in on budget, and I'm just -- if you’d just kind of talk about the cost aspect of things in that regard. .

I mean, I would say that we probably have experienced some amount of project but we've also -- as we're going along we’ve somewhat intentionally changed the scope and the flexibility and capabilities of doing things as we're doing this.

So all in all I think we will have probably more so in our -- once we file the K and update our investor presentation, we will have kind of remaining tail capital expenditures associated with everything but it's not -- I mean it's not significantly different than what we've put out there relative to the third quarter.

It's been in our investor presentations..

That's helpful. And then just on the onshore crude oil volumes and they continue to fall generally, although it looked like the Louisiana volumes did better. So it's been kind of a little bit of erratic.

Any thoughts there on that trajectory and how we should think about things?.

The vast, vast, vast majority of it is all occurred in Texas, right, which is basically, and as Bob referenced it and we have our historical customers who’ve made alternative arrangements to receive volumes that we have given them on a historical basis. And as a result we are repurposing our facilities to provide a longer lived higher value service.

So that's the majority of it, it's kind of immaterial in the overall scheme of things, if Mississippi volumes go from ’14 kbd to 13 kbd or whatever it's just -- it’s kind of not meaningful from our perspective. .

Your next question comes from the line of Snare Gusnuki [ph] from UBS..

Just a couple questions, I mean people have sort of talked about sort of your ramps and your expectation of ramps for this year. You've got Baton Rouge, you either repurposed asset Raceland and so forth.

When we think about the ramp that you're talking about, how much of that is MBCs or contract so that, it's for sure that it's underwritten versus just more of an expectation of how the market's going to move?.

The ramp that we referred to is -- but we believe the market to be in constant communication with our primary customers there. Again I mean we've tried to point out in the past, so I don't think we did the math this time but it’s not going to be significantly different.

And we think this is a good thing which I don't understand why people think it's a good thing that people are collecting MBCs but we only collect -- we collect -- less than 5% of our total segment margin has anything to do with MBCs which means that our customers actually use it and want it and need it.

And so I think people that they scrape MBCs every ninety days I think when those MBCs are announced and I would argue that maybe they have a problem, but that's not how we think about it.

Maybe that's counter to what a lot of other people do and maybe we’re wrong, maybe we think about it the wrong way but I'm kind of markets work, and contracts don’t is one way to think about it. And I think it's a good thing that we have facilities that people want to use, need to use, when operating conditions are not the most robust. .

Just as a couple of follow ups here. Rail is generally speaking up in the greatest running business in the last couple years.

Do you think -- do you see anything changing in that respect? Is wink an opportunity just given the ramp up in the Permian?.

Well, again I don't think that our view of rail has always been or primarily been associated with ultimately getting the heavy Canadians down to the correct refinery locations that wanted and needed.

Wink is in the middle of the Permian, it is much more than just a rail facility and it has been a trucking facility, it is bi-directionally tied to the Alpha connector which is the pipeline which plains has spent $1.2 billion to purchase.

So there's a lot more going on in wink than meets the eye of whether or not it was ever a -- at times when the Midland basis differential was out to $13 million to $15 million. It made a whole lot of sense but there's a whole lot more going on at that facility than just being a rail facility..

Fair enough. What I sort of think about all the pipelines that have been constructed and/or being expanded or proposed out of the Permian, everything sort of seems to be pointed towards Houston.

Do you sort of see a scenario where more spreads blowout specifically in Houston and logistics providers will be needing to move crude away from Houston; is that something that you would benefit from or would this be a negative based on your assets?.

I think that the purpose or the primary focus of repurposing our Texas, that facility is to get the medium sour quality crude oils that are produced offshore in the Gulf of Mexico.

Both off of Cameron highway and other pipelines which come into the Freeport Texas City area to the refineries that want that type of crude oil, and the refineries don't want the type of crude oil that has been brought in by the pipelines that are being built, from midland and so that's probably going to go other places including the potential for international exports, I would assume because that’s not part of what we do, so we don't see it as net neutral, if not actually a positive because everybody is rushing to bring all this TI type of light sweet crude, the refineries are overly saturated with from the cracking point of view you’d see that as an opportunity to fill a void and actually get the right barrel to the right refinery location which is a longer life, our value proposition and competing with all the TI movements..

And just one final question, CapEx for 2018 directional lead.

How much would you expect it to be down from where we are today?.

2018 or 2017?.

Sorry, 2018..

That's a long time from now. I'm not sure that we really -- we've never given that much of a forward guidance.

But again as I think somewhat in response to earlier question, we haven't identified anything of size, I am confident -- even for 2017 I am confident absent the tail expenditures associated with the major projects, we will find 75 million or 100 million of closing proceed [ph] to have value kind of bolt-on extensions of stuff but I don't know that we’ve really looked into 2018 at this point..

Your next question comes from the line of Barrett Blaschke from MUFG Securities..

Couple of quick ones.

Where was growth capital in the fourth quarter versus kind of the $65 million estimate that I think was out there?.

Barrett, let me make sure I pull off the right number in my schedule I am looking at. In the fourth quarter it actually was at 65, we missed about 441,000. That is why I was double checking, Barrett. We were way too close there. .

And then with two vessels going into drydock and sort of lower spot rates, can we focus on Marine for just a minute and sort of what's giving you confidence that this is a low ad in the day rates and what would the impact be if putting two vessels into drydock?.

I think we need to -- if we’re going to get into Marine we need to peel it back further than that. The first thing is that I want to marry -- the American Phoenix is flat and under contract through September of 2020. So we don't -- that's kind of inconsequential in terms of the overall contribution on the Marine segment but it's flat.

We are seeing increased utilization on the inland side which generally speaking is a precursor to some amount of recovery in day rates associated there with.

So utilization is the first thing, so it means that it's becoming it's getting to be a better supply and demand balance and again I want to emphasize that of our current 74 barges, 70 of them inland barges, 70 of them are heater barges, so your internal heater barges.

And so you need to make the distinction between that type of service and just aggregate tank barges or clean barges. We think that the brown side or the inland side really feels like it's utilization is starting to creep up which hopefully is a precursor to some improvement in day rates. The Bluewater side continues to be a challenge for us.

I think it's a systemic issue at this point, that’s going to take a while to fix and the reason I say it that way is that at least in terms of the Jones Act vessels there were a number of vessels constructed under the assumption that the industry was going to move lots of oil out of call it Corpus Christi or other Gulf Coast ports to the East Coast and West Coast of the US due to a variety of reasons, which we don't have time to go into but macroeconomic fundamentals.

None of that is occurring so that excess capacity in large, newbuild vessels is pushing back against kind of even smaller OGV oceangoing vessels of different sizes. So that's going to continue to be a challenge from our overall financial reporting and then Marine I think is the major challenge is going to be on the Bluewater side.

The drydock earnings -- when they go out for 30 days or more even in this market that can be 500,000, three quarters of a million of fees associated with that. So marine continues to be challenging. Unfortunately it is not -- it is a small part of our business.

An important part of our business, an important part of our service capabilities with a lot of our refinery partners, so we like the business. We think it fits very well with what we do. But it’s going to be a little bit of a challenge. .

One follow-up, and that is just on the crude and petroleum products sale side, the volume seemed to have just be in a bit of a decline and can you walk us through a little bit of an outlook there?.

I mean I think that primarily it's been driven by crude volumes, right, and that is the manifestation of what we've described in earlier quarterly calls as volume cannibalization where people that either own a pipeline, long-haul pipeline out a certain basin or have a take or pay agreement on a pipeline out of a certain basin that they are willing to gather which is what we do because we don't have any long-haul pipes, so we don't have any take or pay obligations to anybody.

They're losing -- they will lose money on the gathering in order to meet those obligations or get something by selling -- trying to sell out their pipes. So that is -- I mean that's kind of the manifestation of it.

In certain areas we're starting to see a little bit of volume recovery so to speak, to the extent then we're not going to do it at a loss, because we're not managing a downstream asset or a downstream liability..

Your next question comes from Akil Marsh with Janney. .

Thanks for taking my question. I know you mentioned there’s going to be some downtime that’s going to affect offshore pipes in 1Q ‘17.

Could you talk about how we should think about the offshore pipeline segment in terms of volumes on a year-over-year basis for the full year?.

We would anticipate full year volumes in 2017 to be higher than 2016 and that may not be on each individual system by system but in the aggregate, I don't think there's any doubt.

And it's a good question but I mean I think that if we look at our universe of ‘the rigs’ that are interesting to us which are the deepwater rigs working in the Gulf of Mexico which aren't accurately reflected in any of the weekly DHI data points to come out but at this red hot moment as of this week we would say that there are six rigs drilling development Tabak [ph] wells, which to existing facilities which are -- that's a very good thing because it costs no capital and it continues to add to the volume increase or certainly arrest any kind of declines from existing wells and that goes from two to three, four -- there are four additional rigs that are doing what I would call delineation drilling on projects that are yet to be sanctioned but that are quite logical to ultimately be sanctioned and quite illogically would not come to some of our existing infrastructure.

So short term medium term and longer term and obviously you saw last week I guess BHP sanctioned their portion of Mad Dog 2 which BP had already done earlier and that’s from a longer term perspective of an extremely large deepwater facility that is already contracted to go to, into our facilities. End of Q&A.

There are no further questions at this time. I turn the call back over to the presenters. .

Well, thank you very much and we’ll speak to you in 90 days if not sooner. Thanks. .

This concludes today's conference call. You may now disconnect..