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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 8, 2005
GENESIS ENERGY, L.P.
(Exact name of registrant as specified in its charter)
Delaware 1-12295 76-0513049
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
500 Dallas, Suite 2500, Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
(713) 860-2500
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
___ Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
___ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240-14a-12)
___ Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240-14d-2(b))
___ Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240-13e-4(c)
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Item 2.02. Results of Operations and Financial Condition
Genesis Energy, L.P. ("GELP") issued a press release on March 8, 2005
regarding its financial results for the year ended December 31, 2004, and held
a webcast conference call discussing those results on March 8, 2005. A copy of
this earnings press release is furnished as Exhibit 99.1 to this report.
The webcast conference call will be available for replay on Genesis
Energy, L.P.'s website at www.genesiscrudeoil.com. A summary of this conference
call is archived on our website.
As provided in General Instruction B.2 to Form 8-K, the information
furnished in this Item 2.02 and in Exhibit 99.1 hereto shall not be deemed
"filed" for purposes of Section 18 of the Securities and Exchange Act of 1934,
as amended, nor shall it be deemed incorporated by reference in any filing with
the Securities and Exchange Commission, except as shall be expressly provided
by specific reference in such filing.
Use of Non-GAAP Financial Measures
Our earnings press release includes the non-generally accepted accounting
principle ("non-GAAP") financial measure of Available Cash. The press release
provides a reconciliation of this non-GAAP financial measure to its most
directly comparable financial measure calculation as presented in accordance
with accounting principles generally accepted in the United States of America
("GAAP"). Our non-GAAP measure should not be considered as an alternative to
GAAP measure such as net income, operating income or cash flow from operating
activities or any other GAAP measure of liquidity or financial performance.
Available Cash. The non-GAAP financial measure of Available Cash is
calculated in accordance with generally accepted accounting principles (GAAP),
with the exception of maintenance capital expenditures as used in our
calculation of Available Cash. Maintenance capital expenditures are capital
expenditures (as defined by GAAP) to replace or to enhance partially or fully
depreciated assets in order to sustain the existing operating capacity or
efficiency of our assets and to extend their useful lives.
We believe that investors benefit from having access to the same financial
measures being utilized by management. Available Cash is a liquidity measure
used by our management to compare cash flows generated by the Partnership to
the cash distribution we pay to our limited partners and the general partner.
This is an important financial measure to our public unitholders since it is an
indicator of our ability to provide a cash return on their investment.
Specifically, this financial measure tells investors whether or not the
Partnership is generating cash flows at a level that can support a quarterly
cash distribution to our partners. Lastly, Available Cash (also referred to as
distributable cash flow) is a quantitative standard used throughout the
investment community with respect to publicly-traded partnerships.
Several adjustments to net income are required to calculate Available
Cash. These adjustments include: (1) the addition of non-cash expenses such as
depreciation and amortization expense; (2) miscellaneous non-cash adjustments
such as the addition of decreases or the subtraction of increases in the value
of financial instruments; and (3) the subtraction of maintenance capital
expenditures. As part of our press release information, we have provided a
reconciliation of this non-GAAP financial measure to Cash Flow from Operating
Activities, the most comparable financial measure calculated and presented in
accordance with GAAP.
Item 9.01. Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
Not applicable
(b) Pro forma financial information.
Not applicable.
(c) Exhibits
The following materials are filed as exhibits to this Current
Report on Form 8-K.
Exhibit.
*99.1. Genesis Energy, L.P. press release, dated March 8, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GENESIS ENERGY, L.P.
(A Delaware Limited Partnership)
By: GENESIS ENERGY, Inc., as General Partner
Date: March 8, 2005 By: /s/ ROSS A. BENAVIDES
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Ross A. Benavides
Chief Financial Officer