11. Partners’ Capital and Distributions

At December 31, 2012, our outstanding equity consisted of 81,162,755 Class A Units, 39,997 Class B Units and 3,476,466 Waiver 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. The Waiver Units are non-voting securities entitled to a minimal preferential quarterly distribution. At issuance our waiver units were comprised of four classes (designated Class 1, Class 2, Class 3 and Class 4) of 1,738,000 units each. The waiver units in each class are convertible into Class A common units in the calendar quarter at a 1:1 conversion rate during which each of our common units receives a specified minimum quarterly distribution and our distribution coverage ratio (after giving effect to the then convertible waiver units) would be at least 1.1 times. The minimum distribution per common unit required for conversion is $0.43 (Class 1), $0.46 (Class 2), $0.49 (Class 3) and $0.52 (Class 4).

On February 14, 2012, our Class 1 waiver units became convertible because we paid a distribution of $0.44 per common unit and satisfied the conversion coverage ratio requirement. All Class 1 waiver units were converted into common units by March 31, 2012.

On August 14, 2012, our Class 2 waiver units became convertible because we paid a distribution of $0.46 per common unit and satisfied the conversion coverage ratio requirement. All Class 2 waiver units were converted into common units by September 30, 2012.

At December 31, 2012, our waiver units outstanding were comprised of the Class 3 and Class 4 waiver units.

IDR Restructuring

Prior to our IDR Restructuring our partners’ capital consisted of common units (Class A Units), representing a 98% aggregate ownership interest in the Partnership and its subsidiaries (after giving effect to the general partner interest), a 2% general partner interest, and incentive distribution rights (IDRs). Our general partner owned all of our general partner interest, all of our IDRs, and all of the 0.01% general partner interest in Genesis Crude Oil, L.P. (which was reflected as a noncontrolling interest in the Consolidated Statements of Partners’ Capital at December 31, 2009.) IDRs provided our general partner incremental incentive cash distributions when the quarterly cash distribution amount per common unit exceeded certain target thresholds.

In December 2010, the IDRs held by our general partner were eliminated and the 2% general partner interest in us that our general partner held was converted into a non-economic general partner interest. In exchange, we issued to the former owners of our general partner approximately 27,000,000 units, consisting of: (i) approximately 19,960,000 Class A Units, (ii) approximately 40,000 Class B Units and (iii) approximately 7,000,000 Waiver Units.

Distributions

Generally, we will distribute 100% of our available cash (as defined by our partnership agreement) within 45 days after the end of each quarter to unitholders of record. Available cash consists generally of all of our cash receipts less cash disbursements adjusted for net changes to reserves. We paid distributions in 2013, 2012 and 2011 as follows:



Distribution For	Date Paid	Per Unit Amount		Total Amount
2010
4th Quarter	February 14, 2011	$	0.4000	$	25,846
2011
1st Quarter	May 13, 2011	$	0.4075	$	26,343
2nd Quarter	August 12, 2011	$	0.4150	$	29,878
3rd Quarter	November 14, 2011	$	0.4275	$	30,777
4th Quarter	February 14, 2012	$	0.4400	$	31,677
2012
1st Quarter	May 15, 2012	$	0.4500	$	35,768
2nd Quarter	August 14, 2012	$	0.4600	$	36,563
3rd Quarter	November 14, 2012	$	0.4725	$	38,375
4th Quarter	February 14, 2013	$	0.4850	$	39,390

Net Income per Common Unit

The following table sets forth the computation of basic and diluted net income per common unit.



	Year Ended December 31,
	2012		2011		2010
Numerators for basic and diluted net income per common unit:
Net income (loss) attributable to Genesis Energy, L.P.	$	96,319	$	51,249	$	(48,459	)
Less: General partner's incentive distribution paid or to be paid for the period	—		—		(8,128		)
Add: Expense allocable to our general partner	—		—		76,923
Subtotal	96,319		51,249		20,336
Less: General partner 2% ownership	—		—		(407		)
Income available for common unitholders	$	96,319	$	51,249	$	19,929
Denominator for basic and diluted per common unit	78,363		67,938		40,560
Basic and diluted net income per common unit	$	1.23	$	0.75	$	0.49

Equity Issuances and Contributions

Our partnership agreement authorizes our general partner to cause us to issue additional limited partner interests and other equity securities, the proceeds from which could be used to provide additional funds for acquisitions or other needs.

In March 2012, we issued 5,750,000 Class A common units in a public offering at a price of $30.80 per unit. We received proceeds, net of underwriting discounts and offering costs, of $169.4 million from the offering. The net proceeds were used for general corporate purposes, including the repayment of borrowings under our credit facility.

In July 2011, we issued 7,350,000 common units in a public offering. We received proceeds, net of underwriting discounts and offering costs, of $185 million from the offering. The proceeds were used to fund our acquisition of the black oil barge transportation business of FMT (see Note 3) and other corporate purposes, including the repayment of borrowings outstanding under our credit facility.

In November 2010, we issued 5,175,000 common units in a public offering in connection with the acquisition of a 50% equity interest in CHOPS. Our general partner also contributed capital of $2.5 million in November 2010 to maintain its 2% capital account. The new common units issued in 2012, 2011 and 2010 to the public for cash were as follows:



Period	Purchaser of Common Units	Units	Gross Unit Price		Issuance Value		GP Contributions		Costs			Net Proceeds
March 2012	Public	5,750	$	30.80	$	177,100	$	—	$	(7,679	)	$	169,421
July 2011	Public	7,350	$	26.30	$	193,305	$	—	$	(8,336	)	$	184,969
November 2010	Public	5,175	$	23.58	$	122,027	$	2,490	$	(5,680	)	$	118,837

During 2010, we recorded a non-cash contribution of $76.9 million from our general partner related to incentive compensation arrangements with our senior executives. As the purpose of these arrangements was to incentivize these individuals to grow the partnership, the expense was recognized as compensation by us and a capital contribution by our general partner. This amount relates to arrangements representing an equity interest in our general partner for which our general partner did not seek reimbursement under our partnership agreement.