f8k110509.htm
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): November 5,
2009
GENESIS
ENERGY, L.P.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-12295
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76-0513049
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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919
Milam Suite 2100, Houston, Texas
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77002
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(Address
of principal executive offices)
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(Zip
Code)
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(713)
860-2500
(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
2.02. Results of Operations and Financial Condition
We issued
a press release on November 5, 2009 regarding our financial results for the
quarter ended September 30, 2009, and will hold a webcast conference call
discussing those results on November 5, 2009 at 2:00 p.m. Eastern
time. A copy of this earnings press release is furnished as Exhibit
99 to this report.
The
webcast conference call will be available for replay on our website at www.genesisenergy.com
for 30 days. A summary of this conference call is archived on our
website.
As
provided in General Instruction B.2 to Form 8-K, the information furnished in
this Item 2.02 and in Exhibit 99.1 hereto shall not be deemed “filed” for
purposes of Section 18 of the Securities and Exchange Act of 1934, as amended,
nor shall it be deemed incorporated by reference in any filing with the
Securities and Exchange Commission, except as shall be expressly provided by
specific reference in such filing.
Use
of Non-GAAP Financial Measures
Our
earnings press release includes the non-generally accepted accounting principle
(“non-GAAP”) liquidity measure of Available Cash before Reserves. The
press release provides a reconciliation of this non-GAAP liquidity measure to
its most directly comparable financial measure calculation, net cash flows from
operating activities, as presented in accordance with accounting principles
generally accepted in the United States of America (“GAAP”). Our
non-GAAP measure should not be considered as an alternative to GAAP measure such
as net income, operating income or cash flow from operating activities or any
other GAAP measure of liquidity or financial performance.
Available cash. Available
Cash before Reserves is a liquidity measure used by management to compare cash
flows generated by us to the cash distribution paid to our limited partners and
general partner. This is an important financial measure to the
external users of financial statements, such as investors, commercial banks,
research analysts and rating agencies, to assess: (1) the financial performance
of our assets without regard to financing methods, capital structures, or
historical cost basis; (2) the ability of our assets to generate cash sufficient
to pay interest cost and support our indebtedness; (3) our operating performance
and return on capital as compared to those of other companies in the midstream
energy industry, without regard to financing and capital structure; and (4) the
viability of projects and the overall rates of return on alternative investment
opportunities. Lastly, Available Cash before Reserves (also referred
to as distributable cash flow) is the quantitative standard used throughout the
investment community with respect to publicly-traded
partnerships. Available Cash before Reserves data presented in our
press release may not be comparable to similarly titled measures of other
companies as Available Cash before Reserves excludes some, but not all, items
that affect net income or loss and because these measures may vary among other
companies.
We define
available cash as net income or loss as adjusted for specific items, the most
significant of which are the addition of non-cash expenses (such as
depreciation), the substitution of cash generated by our joint ventures in lieu
of our equity income attributable to such joint ventures, the elimination of
gains and losses on asset sales (except those from the sale of surplus assets)
and the subtraction of maintenance capital expenditures, which are expenditures
that are necessary to sustain existing (but not to provide new sources of) cash
flows.
Item
9.01. Financial Statements and Exhibits
(a) Financial
statements of businesses acquired.
Not
applicable
(b) Pro
forma financial information.
Not
applicable.
(c) Shell
company transactions.
Not
applicable.
(d) Exhibits
The
following materials are filed as exhibits to this Current Report on Form
8-K.
Exhibits.
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99
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Genesis
Energy, L.P. press release, dated November 5,
2009.
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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.
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GENESIS
ENERGY, L.P.
(A
Delaware Limited Partnership)
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By:
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GENESIS
ENERGY, LLC, as General Partner
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Date: November
5, 2009
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By:
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Robert
V. Deere
Chief
Financial Officer
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