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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, 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 November 3, 2005
regarding its financial results for the three and nine months ended Septembert
30, 2005, and will hold a webcast conference call discussing those results on
November 3, 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 before Reserves. 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 before Reserves. The non-GAAP financial measure of Available
Cash before Reserves 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 before Reserves.
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 before Reserves is a
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 before
Reserves (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
before Reserves. 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, 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: November 3, 2005 By: /s/ ROSS A. BENAVIDES
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Ross A. Benavides
Chief Financial Officer