11. Partners' Capital and Distributions

At December 31, 2011, our outstanding equity consisted of 71,925,065 Class A Units, 39,997 Class B Units and 6,949,004 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 and are comprised of four classes (designated Class 1, Class 2, Class 3 and Class 4) of 1,750,000 authorized units each. Each class of Waiver Units has the right to convert into Genesis common units in the calendar quarter during which each of our common units receives a quarterly distribution per unit of at least $0.43, $0.46, $0.49 and $0.52, respectively, if our distribution coverage ratio (after giving effect to the then convertible Waiver Units) would be at least 1.1 times. On February 14, 2012, we paid a distribution of $0.44 per common unit and we satisfied the conversion coverage ratio requirement. Consequently, our Class 1 Waiver Units are convertible into common units. The Waiver Units convert into common units no later than six months from the date they become convertible.

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 2010 and 2011 as follows:


Distribution For	Date Paid	Per Unit Amount		Limited Partner Interests Amount		General Partner Interest Amount ⁽¹⁾		General Partner Incentive Distribution Amount ⁽¹⁾		Total Amount
Fourth quarter 2009	February 2010	$	0.3600	$	14,251	$	291	$	2,037	$	16,579
First quarter 2010	May 2010	$	0.3675	$	14,548	$	297	$	2,339	$	17,184
Second quarter 2010	August 2010	$	0.3750	$	14,845	$	303	$	2,642	$	17,790
Third quarter 2010	November 2010	$	0.3875	$	15,339	$	313	$	3,147	$	18,799
Fourth quarter 2010	February 2011	$	0.4000	$	25,846	$	—	$	—	$	25,846
First quarter 2011	May 2011	$	0.4075	$	26,343	$	—	$	—	$	26,343
Second quarter 2011	August 2011	$	0.4150	$	29,878	$	—	$	—	$	29,878
Third quarter 2011	November 2011	$	0.4275	$	30,777	$	—	$	—	$	30,777
Fourth quarter 2011	February 2012	$	0.4400	$	31,664	$	—	$	—	$	31,664

(1)	Prior to our IDR Restructuring in December 2010, our general partner received a 2% interest and incremental incentive cash distributions when unitholder's cash distributions exceeded certain target thresholds.

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,
	2011		2010			2009
Numerators for basic and diluted net income per common unit:
Net income (loss) attributable to Genesis Energy, L.P	$	51,249	$	(48,459	)	$	8,063
Less: General partner's incentive distribution paid or to be paid for the period		—		(8,128	)		(6,318	)
Add: Expense allocable to our general partner		—		76,923			18,853

Subtotal		51,249		20,336			20,598
Less: General partner 2% ownership		—		(407	)		(412	)

Income available for common unitholders	$	51,249	$	19,929		$	20,186


Denominator for basic and diluted per common unit		67,938		40,560			39,471


Basic and diluted net income per common unit	$	0.75	$	0.49		$	0.51

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 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 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
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 and 2009, we recorded non-cash contributions of $76.9 million and $14.1 million, respectively, 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. These amounts relate to arrangements representing an equity interest in our general partner for which our general partner did not seek reimbursement under our partnership agreement.