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Partners' Capital, Mezzanine Capital and Distributions | 3 Months Ended
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Mar. 31, 2022
Equity [Abstract] |
Partners' Capital, Mezzanine Capital and Distributions | Partners’ Capital, Mezzanine Capital and Distributions At March 31, 2022, our outstanding common units consisted of 122,539,221 Class A units and 39,997 Class B units. The Class A units are traditional common units in us. The Class B units are identical to the Class A units and, accordingly, have voting and distribution rights equivalent to those of the Class A units, and, in addition, the Class B units have the right to elect all of our board of directors and are convertible into Class A units under certain circumstances, subject to certain exceptions. At March 31, 2022, we had 25,336,778 Class A Convertible Preferred Units outstanding, which are discussed below in further detail. Distributions We paid or will pay the following cash distributions to our common unitholders in 2021 and 2022:
Distribution For |  | Date Paid |  | Per Unit Amount |  | Total Amount |
2021 |  |  |  |  |  |  |
1 st Quarter |  | May 14, 2021 |  | $ | 0.15 |  |  | $ | 18,387 |  |
2 nd Quarter |  | August 13, 2021 |  | $ | 0.15 |  |  | $ | 18,387 |  |
3 rd Quarter |  | November 12, 2021 |  | $ | 0.15 |  |  | $ | 18,387 |  |
4 th Quarter |  | February 14, 2022 |  | $ | 0.15 |  |  | $ | 18,387 |  |
2022 |  |  |  |  |  |  |
1 st Quarter |  | May 13, 2022 | (1) | $ | 0.15 |  |  | $ | 18,387 |  |
(1) This distribution was declared on April 6, 2022 and will be paid to unitholders of record as of April 29, 2022. Class A Convertible Preferred Units Our Class A Convertible Preferred Units rank senior to all of our currently outstanding classes or series of limited partner interests with respect to distribution and/or liquidation rights. Holders of our Class A Convertible Preferred Units vote on an as-converted basis with holders of our common units and have certain class voting rights, including with respect to any amendment to the partnership agreement that would adversely affect the rights, preferences or privileges, or otherwise modify the terms, of those Class A Convertible Preferred Units. Accounting for the Class A Convertible Preferred Units Our Class A Convertible Preferred Units are considered redeemable securities under GAAP due to the existence of redemption provisions upon a deemed liquidation event that is outside our control. Therefore, we present them as temporary equity in the mezzanine section of the Unaudited Condensed Consolidated Balance Sheets. Because our Class A Convertible Preferred Units are not currently redeemable and we do not have plans or expect any events that constitute a change of control in our partnership agreement, we present our Class A Convertible Preferred Units at their initial carrying amount. However, we would be required to adjust that carrying amount if it becomes probable that we would be required to redeem our Class A Convertible Preferred Units. Initial and Subsequent Measurement We initially recognized our Class A Convertible Preferred Units at their issuance date fair value, net of issuance costs. We will not be required to adjust the carrying amount of our Class A Convertible Preferred Units until it becomes probable that they would become redeemable. Once redemption becomes probable, we would adjust the carrying amount of our Class A Convertible Preferred Units to the redemption value over a period of time comprising the date the feature first becomes probable and the date the units can first be redeemed. Our Class A Convertible Preferred Units contain a distribution Rate Reset Election (as defined in Note 1 5). This Rate Reset Election is bifurcated and accounted for separately as an embedded derivative and recorded at fair value at each reporting period. Refer to Note 15 and Note 16 for additional discussion. Net Loss Attributable to Genesis Energy, L.P. is reduced by Class A Convertible Preferred Unit distributions that accumulated during the period and was reduced by $18.7 million for the three months ended March 31, 2022 and 2021. We paid or will pay the following cash distributions to our Class A Convertible Preferred unitholders in 2021 and 2022:
Distribution For |  | Date Paid |  | Per Unit Amount |  | Total Amount
2021 |  |  |  |  |  |
1 st Quarter |  | May 14, 2021 |  | $ | 0.7374 |  |  | $ | 18,684 |
2 nd Quarter |  | August 13, 2021 |  | $ | 0.7374 |  |  | $ | 18,684 |
3 rd Quarter |  | November 12, 2021 |  | $ | 0.7374 |  |  | $ | 18,684 |
4 th Quarter |  | February 14, 2022 |  | $ | 0.7374 |  |  | $ | 18,684 |
2022 |  |  |  |  |  |
1 st Quarter |  | May 13, 2022 | (1) | $ | 0.7374 |  |  | $ | 18,684 |
(1) This distribution was declared on April 6, 2022 and will be paid to unitholders of record as of April 29, 2022. Redeemable Noncontrolling Interests On September 23, 2019, we, through a subsidiary, Alkali Holdings, entered into an amended and restated Limited Liability Company Agreement of Alkali Holdings (the “LLC Agreement”) and a Securities Purchase Agreement (the “Securities Purchase Agreement”) whereby certain investment fund entities affiliated with Blackstone Alternative Credit Advisors LP, formerly known as “GSO Capital Partners LP” (collectively “BXC”) purchased $55.0 million (or 55,000 Alkali Holdings preferred units) and committed to purchase up to $350.0 million of Alkali Holdings preferred units, the entity that holds our trona and trona-based exploring, mining, processing, producing, marketing and selling business, including its Granger facility near Green River, Wyoming. Alkali Holdings has to date utilized the net proceeds from the preferred units to fund a portion of the anticipated cost of expansion of the Granger facility (the “Granger Optimization Project” or “GOP”). On April 14, 2020, we entered into an amendment to our agreements with BXC to, among other things, extend the construction timeline of the GOP by one year, which we currently anticipate completing in the second half of 2023. In consideration for the amendment, we issued 1,750 Alkali Holdings preferred units to BXC, which was accounted for as issuance costs. As part of the amendment, the commitment period was increased to four years, and the total commitment of BXC was increased to, subject to compliance with the covenants contained in the agreements with BXC, up to $351.8 million preferred units (or 351,750 preferred units) in Alkali Holdings. As of March 31, 2022, there are 250,114 Alkali Holdings preferred units outstanding. From time to time after we have drawn at least $251.8 million, we have the option to redeem the outstanding preferred units in whole for cash at a price equal to the initial $1,000 per preferred unit purchase price, plus no less than the greater of a predetermined fixed internal rate of return amount or a multiple of invested capital metric, net of cash distributions paid to date (“Base Preferred Return”). Additionally, if all outstanding preferred units are being redeemed, we have not drawn at least $251.8 million, and BXC is not a “defaulting member” under the LLC Agreement, BXC has the right to a make-whole amount on the number of undrawn preferred units. Accounting for Redeemable Noncontrolling Interests Classification The Alkali Holdings preferred units issued and outstanding are accounted for as a redeemable noncontrolling interest in the mezzanine section on our Unaudited Condensed Consolidated Balance Sheets due to the redemption features for a change of control. Initial and Subsequent Measurement We recorded the Alkali Holdings preferred units at their issuance date fair value, net of issuance costs. The fair value as of March 31, 2022 represents the carrying amount based on the issued and outstanding Alkali Holdings preferred units most probable redemption event on the six and a half year anniversary of the closing, which is the predetermined internal rate of return measure accreted using the effective interest method to the redemption value as of the reporting date. Net Loss Attributable to Genesis Energy, L.P. for the three months ended March 31, 2022 includes $7.8 million of adjustments, of which $6.6 million was allocated to the paid-in-kind (“PIK”) distributions on the outstanding Alkali Holdings preferred units and $1.2 million was attributable to redemption accretion value adjustments. Net Loss Attributable to Genesis Energy, L.P. for the three months ended March 31, 2021 includes $4.8 million of adjustments, of which $4.1 million was allocated to the PIK distributions and $0.7 million was attributable to redemption accretion value adjustments. We elected to pay distributions for the period ended March 31, 2022 in-kind to our Alkali Holdings preferred unitholders. The unitholders’ liquidation preference is increased by new issuances and PIK distributions and is reduced by tax distributions paid to the unitholders, which are required to be paid by us to fulfill the income tax liabilities of each holder of Alkali Holdings preferred units. As of the reporting date, there are no triggering, change of control, early redemption or monetization events that are probable that would require us to revalue the Alkali Holdings preferred units. If the Alkali Holdings preferred units were redeemed on the reporting date of March 31, 2022, the redemption amount would be equal to $289.8 million, which would be the multiple of invested capital metric applied to the Alkali Holdings preferred units outstanding plus the make-whole amount on the undrawn minimum Alkali Holdings preferred units. The following table shows the change in our redeemable noncontrolling interest balance from December 31, 2021 to March 31, 2022:
Balance as of December 31, 2021 |  | $ | 259,568 |
Issuance of preferred units, net of issuance costs(1) |  | 3,646 |
PIK distribution |  | 6,596 |
Redemption accretion |  | 1,227 |
Tax distributions(1) |  | (3,795) |
Balance as of March 31, 2022 |  | $ | 267,242 |
(1)During the period ended March 31, 2022, we issued 3,720 Alkali Holdings preferred units to BXC to satisfy the Company’s obligation to pay tax distributions. Noncontrolling Interests On November 17, 2021, we, through a subsidiary, sold 36% of the membership interests in CHOPS for proceeds of approximately $418 million. We retained 64% of the membership interests in CHOPS and remain the operator of the CHOPS pipeline and associated assets. We also own an 80% membership interest in Independence Hub, LLC. For financial reporting purposes, the assets and liabilities of these entities are consolidated with those of our own, with any third party or affiliate interest in our Unaudited Condensed Consolidated Balance Sheets amounts shown as noncontrolling interests in equity.

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- Definition The entire disclosure for the formation, structure, control and ownership of the partnership. Disclosures related to accounts comprising partners' capital. Includes balances of general partners' capital account, limited partners' capital account, preferred partners' capital account and total partners' capital account and units outstanding; accumulated other comprehensive income; amount and nature of changes to amount of partner's capital and units outstanding by class, rights and privileges for each class of units; distribution policies and distributions paid by unit class; impact of and correction of an error in previously issued financial statements; limitations of partners' liability; redemption, conversion and distribution policies; and deferred compensation related to the issuance of units. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 + Details
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