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 2, 2005
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)
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 7.01 REGULATION FD DISCLOSURE
Attached as Exhibit 99.1 is a copy of a press release, dated February
2, 2005, announcing Pacific Energy Partners, L.P. fourth quarter and full year
2004 financial results.
The information in Item 7.01 of this report is being furnished, not filed,
pursuant to Regulation FD. Accordingly, the information in Item 7.01 of this
report will not be incorporated by reference into any registration statement
filed by the Partnership under the Securities Act of 1933, as amended, unless
specifically identified therein as being incorporated therein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
99.1 Pacific Energy Partners, L.P. Press Release dated
February 2, 2005.
A calculation of distributable cash flow for the three months and the
full year ended December 31, 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 management. 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 limited 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 addition of write-down of idle
property; (vi) the addition of deferred income tax expense, which is included
in foreign income tax expense; and (vii) 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 and full
year ended December 31, 2004, are 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
for 2004, the amounts relating to a non-cash impairment expense associated with
the pending sale of an idle Pacific Terminals property, and the write-off of
deferred financing cost and the interest rate swap termination expense were
added back to net income. The majority of the financing expense was a non-cash
write-down of previously deferred financing costs. To calculate recurring net
income for 2003, the amounts relating to a rate case and litigation settlement
expense were added back 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.
By: PACIFIC ENERGY GP, INC.,
its General Partner
By: /S/ GERALD A. TYWONIUK
----------------------
Gerald A. Tywoniuk
Senior Vice President, Chief Financial Officer
and Treasurer
Dated: February 2, 2005
EXHIBIT INDEX
Exhibit 99.1 -- Pacific Energy Partners, L.P. Press Release dated
February 2, 2005