UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
July 28, 2004
PACIFIC ENERGY PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
Delaware 313345 68-0490580
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
5900 Cherry Avenue
Long Beach, CA 90805
(Address of principal executive office)
(562) 728-2800
(Registrant's telephone number,
including area code)
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
99.1 Pacific Energy Partners, L.P. Press Release dated July 28, 2004.
ITEM 9. AND 12. REGULATION FD DISCLOSURE; RESULTS OF OPERATIONS AND FINANCIAL
CONDITION.
Attached as Exhibit 99.1 is a copy of a press release, dated July 28,
2004, announcing Pacific Energy Partners, L.P. second quarter 2004 financial
results.
In accordance with General Instruction B.2. of Form 8-K and Securities
and Exchange Commission Release No. 33-8176, the above information is being
furnished under Items 9 and 12 of Form 8-K and is not deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, is not subject to
the liabilities of that section and is not deemed incorporated by reference in
any filing under the Securities Act of 1933.
A calculation of distributable cash flow for the three months and the
six months ended June 30, 2004, are presented in the press release included as
an exhibit to this Form 8-K. Distributable cash flow is a significant financial
measure used by our management to compare cash flows generated by the
partnership to the cash distributions we make to our partners and we believe
that investors benefit from having access to the same financial measures being
utilized by managements. Using this financial measure, management can quickly
compute the coverage ratio of these cash flows to cash distributions. This is an
important financial measure for our limited partners since it is an indicator of
our success in providing 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 sustain or support an increase in our quarterly
cash distributions paid to partners. Lastly, distributable cash flow is the
quantitative standard used throughout the investment community with respect to
publicly traded partnerships. However, distributable cash flow is a non-GAAP
financial measure and should not be considered as an alternative to net income,
cash flow from operations, or any other measure of financial performance
presented in accordance with accounting principles generally accepted in the
United States. In addition, our distributable cash flow may not be comparable to
distributable cash flow or similarly titled measures of other companies.
Several adjustments to net income are required to calculate
distributable cash flow. These adjustments include: (i) the addition of
depreciation and amortization expense; (ii) the addition of amortization of bond
discount and debt issue costs, which are included in interest expense; (iii) the
addition of non-cash employee compensation under our long-term incentive plan,
which is included in general and administrative expense; (iv) the addition of
write-off of deferred financing costs; (v) the subtraction of deferred tax
benefit, which is included in foreign income tax benefit; and (vi) the
subtraction of sustaining capital expenditures.
Sustaining capital expenditures are expenditures to replace partially
or fully depreciated assets in order to maintain the existing operating capacity
or efficiency of our assets and extend their useful lives.
A calculation of recurring net income for the three months ended June
30, 2004, is presented in the press release included as an exhibit to this Form
8-K. Recurring net income is a non-GAAP financial measure. This measure is used
to more precisely compare year over year net income by eliminating one-time,
non-recurring charges. To calculate recurring net income, the amounts relating
to the write-off of deferred financing cost and the interest rate swap
termination expense were added back to net income. The majority of this expense
was a non-cash write-down of previously deferred financing costs.
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.
Pacific Energy Partners, L.P.
Dated: July 28, 2004 by: /s/ Gerald A. Tywoniuk
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Senior Vice President, Chief
Financial Officer and Treasurer
Pacific Energy GP, Inc.,
General Partner of
Pacific Energy Partners, L.P.
EXHIBIT INDEX
Exhibit 99.1 -- Pacific Energy Partners, L.P. Press Release dated July 28, 2004