Form 8-K dated February 23, 2007
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): February 23, 2007
GENESIS
ENERGY, L.P.
(Exact
name of registrant as specified in its charter)
Delaware
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1-12295
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76-0513049
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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500
Dallas, Suite 2500, Houston, Texas
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77002
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(Address
of principal executive offices)
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(Zip
Code)
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(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)
Item
2.02. Results of Operations and Financial Condition
Genesis
Energy, L.P. (“GELP”) issued a press release on February 23, 2007 regarding its
financial results for the fourth quarter and year ended December 31, 2006,
and
held a webcast conference call discussing those results on February 23, 2007.
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, net cash flows from operating
activities, 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. Available
Cash before Reserves is a liquidity measure used by management to compare cash
flows generated by us to the cash distribution paid to our limited partners
and
general partner. This is an important financial measure to the public
unitholders since it is an indicator of our ability to provide a cash return
on
their investment. Specifically, this financial measure aids investors in
determining whether or not we are generating cash flows at a level that can
support a quarterly cash distribution to the partners. Lastly, Available Cash
before Reserves (also referred to as distributable cash flow) is the
quantitative standard used throughout the investment community with respect
to
publicly-traded partnerships.
We
define
available cash as net income or loss plus: (1) depreciation and amortization
expense; (2) cash proceeds from the sale of certain assets; (3) the addition
of
losses or subtraction of gains relating to the sale of assets; (4) payments
under direct financing leases in excess of the amount recognized as income;
(5)
the addition of losses or subtraction of gains on derivative financial
instruments; (6) available cash generated by equity method investments; (7)
the
subtraction of maintenance capital expenditures incurred to replace
or enhance partially or fully depreciated assets so as to sustain the existing
operating capacity or efficiency of our assets and extend their useful
lives;
and (8)
the addition of losses or subtraction of gains relating to other non-cash
amounts affecting net income for the period.
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.
Exhibits.
99.1 Genesis
Energy, L.P. press release, dated February 23, 2007.
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.
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GENESIS
ENERGY, L.P.
(A
Delaware Limited Partnership)
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By:
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GENESIS
ENERGY, INC., as General Partner
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Date:
February 23, 2007
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By:
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Ross
A. Benavides
Chief
Financial Officer
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