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 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 April 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 April 28,
2004, announcing Pacific Energy Partners, L.P. first 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 ended
March 31, 2004, is presented in the press release included as an exhibit to this
Form 8-K. 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 and we believe that investors benefit from having access to
the same financial measures being utilized by managements. 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
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 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; and (iv) 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.
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 28, 2004 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 28, 2004