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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)
May 3, 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 May 3,
2005, announcing Pacific Energy Partners, L.P. first 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 May
3, 2005.
A calculation of distributable cash flow for the three months ended
March 31, 2005, is 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 depreciation and amortization
expense; (v) the addition of amortization of bond discount and debt issue costs,
which are included in interest expense; (vi) the addition of non-cash employee
compensation under our long-term incentive plan; (vii) the subtraction of
deferred income tax recovery; and (viii) 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 ended March
31, 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 three months
ended March 31, 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.
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: May 3, 2005
EXHIBIT INDEX
Exhibit 99.1 -- Pacific Energy Partners, L.P. Press Release dated May
3, 2005