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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): May 3, 2006
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 May 3, 2006
regarding its financial results for the quarter ended March 31, 2006, and held a
webcast conference call discussing those results on May 3, 2006. 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.
Exhibit.
*99.1. Genesis Energy, L.P. press release, dated May 3, 2006.
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: May 4, 2006 By: /s/ ROSS A. BENAVIDES
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Ross A. Benavides
Chief Financial Officer