-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OLg1fALOKP6WRvbQDvx/Mk7vsLakNnOJ/aZiGWN5CYjqBpWNt+vO4M+UTpdDfHlB +4Zia6rwUZfMbEx7mbX8Vw== 0001022321-03-000030.txt : 20031015 0001022321-03-000030.hdr.sgml : 20031013 20031015101804 ACCESSION NUMBER: 0001022321-03-000030 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030811 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20031015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENESIS ENERGY LP CENTRAL INDEX KEY: 0001022321 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PETROLEUM BULK STATIONS & TERMINALS [5171] IRS NUMBER: 760513049 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12295 FILM NUMBER: 03940855 BUSINESS ADDRESS: STREET 1: 500 DALLAS SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7138602500 MAIL ADDRESS: STREET 1: 500 DALLAS SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 8-K 1 f8k081103.txt FORM 8 K DATED AUGUST 11, 2003 Microsoft Word 10.0.2627 =============================================================================== 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): August 11, 2003 GENESIS ENERGY, L.P. (Exact name of registrant as specified in its charter) Delaware 1-12295 76-0513049 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 500 Dallas, Suite 2500, Houston, Texas 77002 (Address of principal executive offices) (Zip Code) (713) 860-2500 (Registrant's telephone number, including area code) =============================================================================== 1 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits The following materials are filed as exhibits to this Current Report on Form 8-K. Exhibit. ------- 99.1 Copy of Genesis Energy, L.P.'s press release dated August 11, 2003. Item 9 and 12. Regulation FD Disclosure and Results of Operations and Financial Condition. Genesis Energy, L.P. ("GELP") issued a press release on August 11, 2003 regarding its financial results for the three and six months ended June 30, 2003, and held a webcast conference call discussing those results on August 12, 2003. A copy of this earnings press release is furnished as Exhibit 99.1 to this report. The webcast conference call will be available for replay on Genesis Energy, L.P.'s website at www.genesiscrudeoil.com. A summary of this conference call is archived on our website. The non-generally accepted accounting principles financial measure of Available Cash is presented in our earnings release. The amount included in this measure is computed in accordance with generally accepted accounting principles (GAAP), with the exception of maintenance capital expenditures as used in our calculation of Available Cash. Maintenance or sustaining capital expenditures are defined as capital expenditures (as defined by GAAP) which do not increase the capacity of an asset or generate additional revenues or cash flow from operations. We believe that investors benefit from having access to the same financial measures being utilized by management. Available Cash is a liquidity measure used by our management to compare basic cash flows generated by the partnership to the cash distribution we pay to our limited partners and the general partner. This is an important financial measure to our public unitholders since it is an indicator of our ability to provide 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 support a quarterly cash distribution to our partners. Lastly, Available Cash (also referred to as distributable cash flow) is the quantitative standard used throughout the investment community with respect to publicly-traded partnerships. Several adjustments to net income are required to calculate Available Cash. These adjustments include: (1) the addition of non-cash expenses such as depreciation and amortization expense; (2) miscellaneous non-cash adjustments such as the addition of decreases or the subtraction of increases in the value of financial instruments; and (2) the subtraction of maintenance capital expenditures. As part of our press release information, we have provided a reconciliation of this non-GAAP financial measure to Cash Flow from Operating Activities, the most comparable financial measure calculated and presented in accordance with GAAP. 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, as amended, is not subject to the liabilities of that section and is not incorporated by reference in any filing under the Securities Act of 1933, as amended. 2 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. GENESIS ENERGY, L.P. (A Delaware Limited Partnership) By: GENESIS ENERGY, Inc., as General Partner Date: August 12, 2003 By: /s/ ROSS A. BENAVIDES ----------------------------------------- Ross A. Benavides Chief Financial Officer 3 EX-99 3 pr081103.txt EXHIBIT 99-1 Microsoft Word 10.0.2627 FOR IMMEDIATE RELEASE Contact: Ross A. Benavides Chief Financial Officer (713) 860-2528 GENESIS ENERGY, L.P. REPORTS SECOND QUARTER RESULTS August 11, 2003 - Genesis Energy, L.P. (AMEX:GEL) announced today that its net income for the second quarter of 2003 was $1,890,000, or $0.21 per unit, compared to net income of $2,106,000, or $0.24 per unit, for the second quarter of 2002. Income for the six months ended June 30, 2003, was $2,769,000, or $0.31 per unit. For the six months ended June 30, 2002, net income was $3,420,000, or $0.39 per unit. Minority interests had no effect on the results for the quarterly or six months periods. Highlights of the Second Quarter Genesis made a regular quarterly distribution of $0.05 per common unit for the first quarter of 2003 on May 15, 2003 and will make a distribution for the second quarter of $0.05 per common unit on August 14, 2003, to unitholders of record on July 31, 2003. Genesis currently expects that it will be able to sustain this level of distribution and looks forward to growing distributions as soon as it is reasonable to do so. Net cash flow provided by operating activities was $193,000 for the second quarter of 2003. Genesis generated Available Cash before reserves (a non-GAAP measure) during the second quarter of $1,963,000. This was more than enough to provide for the aggregate regular quarterly distribution of $440,000, and to allow Genesis to increase its liquidity to support future growth of the business and future regular quarterly distributions. (Please see the accompanying schedules for a reconciliation of Available Cash, a non-GAAP measure, to net cash flow provided by operations, the GAAP measure.) Gross margin (excluding depreciation) from gathering and marketing operations was $4.2 million for the second quarter of 2003, as compared to $3.6 million in the prior year. This increase in gross margin (excluding depreciation) between the two periods resulted from a $2.3 million price variance, largely offset by a negative variance of $1.7 million due to a 22 % decrease in wellhead, bulk and exchange purchase volumes in the 2003 period. Credit costs and field costs were flat between the two quarterly periods. Pipeline gross margin (excluding depreciation) was $1.7 million for the second quarter of 2003, as compared to $2.6 million for the second quarter of 2002. The factors decreasing pipeline gross margin (excluding depreciation) were $1.5 million higher pipeline operating costs related to regulatory and spill prevention requirements, higher insurance costs and increased operating and maintenance costs, and a $0.2 million decrease in revenue due to a decline in throughput of 5 percent between the two periods. Offsetting these factors were a $0.4 million increase in revenues from sales of pipeline loss allowance barrels primarily as a result of higher crude prices, and a $0.4 million increase in revenues due to an increase of 10 percent in the average tariff on shipments. 1 General and administrative expenses increased $0.2 million during the three months ended June 30, 2003 as compared to the same period in 2002, principally due to small increases in audit and consultant fees, directors' fees and increased premiums for officers and directors liability insurance. An accrual for bonuses under the Partnership's bonus program in 2003 was offset by reductions in personnel and benefits costs. Interest costs were $0.1 million less in the 2003 quarter primarily due to lower commitment fees as a result of a reduction in the size of the Partnership's credit facility between the two periods. Outlook The Partnership's gathering and marketing business is expected to perform well during the remainder of 2003, although perhaps not as well as during the first six months of 2003. The first half of 2003 was positively impacted by higher than usual market prices and by the reduction by the Partnership of its inventory volumes during the period of these higher market prices. Both volumes and margins are expected to be somewhat lower during the remainder of 2003 as this business is likely to be subject to market volatility. Genesis expects pipeline gross margin excluding depreciation for the second half of 2003 to be generally consistent with that in the first half of the year. Genesis currently expects that it will be able to sustain regular quarterly distributions for 2003 and 2004 of at least $0.05 per unit for each quarter. Based on current conditions, the Partnership does not expect to restore the regular distribution to the targeted minimum distribution amount of $0.20 per quarter for the next year or two. However, if actual results exceed the Partnership's expectations for improving the performance of the business, or if it is able to complete a CO2 asset acquisition from Denbury, or if its capital projects cost less than currently estimated, or if its access to capital allows Genesis to make accretive acquisitions, the Partnership may be able to increase its regular quarterly distributions or restore the targeted minimum quarterly distribution sooner. Other Matters Several adjustments to net income are required to calculate Available Cash. The calculation of Available Cash before reserves for the quarter ended June 30, 2003 is as follows: Net income $ 1,890,000 Depreciation and amortization expense 1,369,000 Maintenance capital expenditures (1,296,000) -------------- Available Cash before reserves $ 1,963,000 ============== Available Cash (a non-GAAP liquidity measure) has been reconciled to cash flow from operating activities for the three and six months ended June 30, 2003 in the financial tables below. Genesis Energy, L.P. will broadcast its Second Quarter Earnings Announcement Conference Call on Tuesday, August 12, 2003, at 10:00 a.m. Central time. This call can be accessed at www.genesiscrudeoil.com. Choose the Investor Relations button. Listeners should go to this website at least fifteen minutes before this event to download and install any necessary audio software. For those unable to attend the live broadcast, a replay will be available beginning approximately one hour after the event. There is no charge to access the event. 2 Genesis Energy, L.P. operates crude oil common carrier pipelines and is an independent gatherer and marketer of crude oil in North America, with operations concentrated in Texas, Louisiana, Alabama, Florida, and Mississippi. This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Although Genesis believes that its expectations are based upon reasonable assumptions, it can give no assurance that its goals will be achieved. Important factors that could cause actual results to differ materially from those in the forward looking statements herein include the timing and extent of changes in commodity prices for oil, ability to obtain adequate credit facilities, environmental risks, government regulation, the ability of the Partnership to meet its stated business goals and other risks noted from time to time in the Partnership's Securities and Exchange Commission filings. (tables to follow) 3 Genesis Energy, L.P. Summary Consolidated Statements of Operations - Unaudited (in thousands except per unit amounts and volumes) Six Months Ended Six Months Ended June 30, 2003 June 30, 2002 ------------- ------------- Revenues $ 481,831 $ 480,008 Cost of Sales 470,717 468,348 -------------- ------------- GROSS MARGIN 11,114 11,660 General & Administrative Expenses 4,808 4,292 Depreciation and Amortization Expense 2,884 2,898 Other (47) - -------------- ------------- OPERATING INCOME 3,469 4,470 Interest Expense, Net (700) (668) Unrealized Loss on Change in Fair Value of Derivatives - (1,057) Gains from Disposals of Surplus Assets - 675 -------------- ------------- Income Before Minority Interests 2,769 3,420 Minority Interests - - -------------- ------------- NET INCOME $ 2,769 $ 3,420 NET INCOME PER COMMON UNIT - BASIC AND DILUTED ============== ============= $ 0.31 $ 0.39 ============== ============= Wellhead barrels per day 60,125 66,476 Pipeline barrels per day 71,432 75,493
Three Months Ended Three Months Ended June 30, 2003 June 30, 2002 ------------- ------------- Revenues $ 219,949 $ 240,769 Cost of Sales 214,090 234,547 -------------- ------------- GROSS MARGIN 5,859 6,222 General & Administrative Expenses 2,445 2,204 Depreciation and Amortization Expense 1,369 1,475 Other (3) - -------------- ------------- OPERATING INCOME 2,048 2,543 Interest and Other, Net (158) (268) Unrealized Loss on Change in Fair Value of Derivatives - (355) Gains from Disposals of Surplus Assets - 186 -------------- ------------- Income Before Minority Interests 1,890 2,106 Minority Interests - - -------------- ------------- NET INCOME $ 1,890 $ 2,106 ============== ============= NET INCOME PER COMMON UNIT - BASIC AND DILUTED $ 0.21 $ 0.24 ============== ============= Wellhead barrels per day 58,815 65,497 Pipeline barrels per day 71,472 75,576
4 Genesis Energy, L.P. Summary Consolidated Balance Sheets - Unaudited (in thousands) June 30, 2003 December 31, 2002 ------------- ----------------- ASSETS Cash $ 2,863 $ 1,071 Accounts Receivable 76,795 80,664 Inventories 1,490 4,952 Other Current Assets 4,269 5,410 -------------- ------------- Total Current Assets 85,417 92,097 Net Property 45,686 44,460 Other Assets 1,028 980 -------------- ------------- Total Assets $ 132,131 $ 137,537 ============== ============= LIABILITIES AND PARTNERS' CAPITAL Accounts Payable $ 80,028 $ 87,386 Accrued Liabilities 7,918 8,834 -------------- ------------- Total Current Liabilities 87,946 96,220 Long-Term Debt 6,000 5,500 Minority Interest 515 515 Partners' Capital 37,670 35,302 -------------- ------------- Total Liabilities and Partners' Capital $ 132,131 $ 137,537 ============== =============
5 Genesis Energy, L.P. Summary Consolidated Statements of Cash Flows - Unaudited (in thousands) Six Months Ended Six Months Ended June 30, 2003 June 30, 2002 ------------- ------------- Net income $ 2,769 $ 3,420 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization 2,884 2,898 Amortization/write-off of credit facility issuance costs 841 320 Gains on asset disposals (47) (675) Other non-cash charges 39 1,867 Changes to components of working capital (237) 3,756 -------------- ------------- Net cash provided by operating activities 6,249 11,586 -------------- ------------- Additions to property and equipment (3,509) (1,212) Proceeds from sales of assets and other 85 2,183 -------------- ------------- Net cash (used in) provided by investing activities (3,424) 971 -------------- ------------- Net borrowings (repayments) of debt 500 (12,400) Distributions to partners (440) - Credit facility issuance fees (1,093) - -------------- ------------- Net cash used in investing activities (1,033) (12,400) -------------- ------------- Net increase in cash and cash equivalents 1,792 157 Cash and cash equivalents at beginning of period 1,071 5,777 -------------- ------------- Cash and cash equivalents at end of period $ 2,863 $ 5,934 ============== =============
6 Genesis Energy, L.P. Reconciliation of Unaudited GAAP "Net Cash Flow Provided by Operating Activities" to Non-GAAP "Available Cash before Reserves" for the Three and Six Months Ended June 30, 2003 (in thousands) Three Months Ended Six Months Ended June 30, 2003 June 30, 2003 ------------- ------------- Net Cash Flow Provided by Operating Activities $ 193 $ 6,249 Adjustments to reconcile Net Cash Flow Provided by Operating Activities to Available Cash before reserves: Maintenance capital expenditures (1,296) (2,940) Proceeds in excess of gains from sales of assets 3 87 Change in fair value of derivatives - (39) Amortization of credit facility issuance costs (91) (841) Net effect of changes in operating accounts not included in calculation of Available Cash before reserves 3,154 237 -------------- ------------- Available Cash before reserves $ 1,963 $ 2,753 ============== =============
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