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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): November 3, 2004
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 November 3, 2004
regarding its financial results for the quarter ended September 30, 2004, and
held a webcast conference call discussing those results on November 3, 2004. 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 measures of Segment Margin and Available Cash.
The press release provides reconciliations of these non-GAAP financial measures
to their most directly comparable financial measure calculation and presented in
accordance with accounting principles generally accepted in the United States of
America ("GAAP"). Our non-GAAP measures should not be considered as alternatives
to GAAP measures such as net income, operating income or cash flow from
operating activities or any other GAAP measure of liquidity or financial
performance.
Segment Margin. Our profitability depends to a significant extent upon our
ability to maximize segment margin. This measure forms the basis or our internal
financial reporting and is used by senior management in deciding how to allocate
capital resources among business segments. We believe that investors benefit
from having access to the same financial measures that our management uses in
evaluating segment results. The GAAP measure most directly comparable to total
segment margin is operating income.
We define segment margin as revenues less costs of sales and operating
expenses, and includes any adjustments for the effects of derivative accounting.
This measure is exclusive of depreciation and amortization, general and
administrative expenses, any gains or losses on asset disposals. It also
excludes the effects of minority interests and the cumulative effect of any
accounting changes.
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 enhance partially or fully
depreciated assets in order to sustain the existing operating capacity or
efficiency of our assets and 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 November 3, 2004.
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: November 3, 2004 By: /s/ ROSS A. BENAVIDES
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Ross A. Benavides
Chief Financial Officer