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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
August 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))
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ITEM 7.01 REGULATION FD DISCLOSURE
Attached as Exhibit 99.1 is a copy of a press release, dated August 2,
2005, announcing Pacific Energy Partners, L.P. second quarter 2005 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
August 2, 2005.
Calculations of distributable cash flow for the three months and six months
ended June 30, 2005, 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 limited 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 Line 63 oil release
costs; (ii) the addition of compensation expense due to the accelerated vesting
under our long-term incentive plan; (iii) the addition of general partner costs
that were incurred and reimbursed in associated with the sale of our general
partner; (iv) the addition of write-off of deferred financing costs; (v) the
addition of depreciation and amortization expense; (vi) the addition of
amortization of bond discount and debt issue costs, which are included in
interest expense; (vii) the addition of non-cash employee compensation under our
long-term incentive plan; (viii) the addition of deferred income tax expense or
subtraction of deferred income tax benefit; and (ix) 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.
Calculations of recurring net income for the three months and six months
ended June 30, 2005, 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 the six months ended June 30, 2005, the amounts relating to the expense
associated with the Line 63 oil release, the compensation expense due to the
accelerated vesting of the long-term incentive plan, and the transaction
expenses associated with the sale of our general partner, which were reimbursed
by LB Pacific, LP and The Anschutz Corporation, were added back to net income.
To calculate recurring net income for the six months ended June 30, 2004, the
amounts relating to the write-off of deferred financing cost and the interest
rate swap termination 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, LP,
its general partner
By: PACIFIC ENERGY MANAGEMENT LLC,
by its general partner
By: /S/ GERALD A. TYWONIUK
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Gerald A. Tywoniuk
Senior Vice President, Chief Financial Officer
and Treasurer
Dated: August 2, 2005
EXHIBIT INDEX
Exhibit 99.1 -- Pacific Energy Partners, L.P. Press Release dated
August 2, 2005