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)
April 30, 2003
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 AND EXHIBITS.
(c) Exhibits.
99.1 Pacific Energy Partners, L.P. press release dated April 30, 2003.
ITEM 9 AND 12. REGULATION FD DISCLOSURE AND DISCLOSURE OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION.
Attached as Exhibit 99.1 is a copy of a press release, dated April 30,
2003, announcing Pacific Energy Partners, L.P. financial results for the first
quarter of 2003.
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, as amended, 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, as amended.
A calculation of distributable cash flow is presented in the press release
included as an exhibit to this Form 8-K. The amounts included in the calculation
of this financial measure are computed in accordance with generally accepted
accounting principles ("GAAP"), with the exception of maintenance capital
expenditures. Maintenance or sustaining capital expenditures are defined as only
those capital expenditures that do not increase the capacity of an asset or
generate additional revenues or cash flow from operations.
We believe that investors benefit from having access to the same financial
measures being utilized by management. Distributable cash flow is a significant
metric used by our management to compare cash flows generated by the partnership
to the cash distributions we make to our partners. Using this metric, management
can quickly compute the coverage ratio of these cash flows to cash
distributions. This is an important financial measure for our limited partners
(including public unitholders) 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.
Several adjustments to net income are required to calculate distributable
cash flow. These adjustments include: (1) the addition of non-cash depreciation
and amortization expense; (2) the addition of non-cash amortization of debt
issue costs, which are included in interest expense; and (3) the subtraction of
maintenance capital expenditures. The press release includes a reconciliation of
distributable cash flow to net income.
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: April 30, 2003 by: /s/ Gerald A. Tywoniuk
---------------------------
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 April 30, 2003