EX-99.1 2 wes_wgp20188-kxyeearningsr.htm EXHIBIT 99.1 Exhibit


westerngasreleaselogo03.jpg

WESTERN GAS ANNOUNCES
FOURTH-QUARTER AND FULL-YEAR 2018 RESULTS

REAFFIRMS 2019 OUTLOOK

HOUSTON, February 14, 2019 – Western Gas Partners, LP (NYSE: WES) (“WES” or the “Partnership”) and Western Gas Equity Partners, LP (NYSE: WGP) (“WGP”) today announced fourth-quarter and full-year 2018 financial and operating results.
WESTERN GAS PARTNERS, LP
Net income (loss) available to limited partners for 2018 totaled $99.2 million, or $0.55 per common unit (diluted), with full-year 2018 Adjusted EBITDA(1) of $1.2 billion and full-year 2018 Distributable cash flow(1) of $958.7 million. Net income (loss) available to limited partners for the fourth quarter of 2018 totaled $18.7 million, or $0.10 per common unit (diluted), with fourth-quarter 2018 Adjusted EBITDA(1) of $347.5 million and fourth-quarter 2018 Distributable cash flow(1) of $257.3 million. These results were primarily impacted by lower than anticipated throughput and margins at our West Texas complex caused by the combined effect of: (i) unplanned weather-related and operational downtime in the field, (ii) operational constraints downstream of the West Texas complex, and (iii) less than optimal recoveries partially associated with the startup of Mentone Train I. Additionally, Adjusted EBITDA(1) includes a non-cash net increase to revenue of $27 million associated with the revenue recognition accounting standard adopted effective January 1, 2018 for certain cost of service contracts, which will be recognized as cash over the life of the applicable contracts.
“The Partnership remains acutely focused on closing the announced simplification transaction and strategic asset acquisition and delivering on our 2019 growth expectations,” said Chief Executive Officer, Robin Fielder. “In 2018 we successfully completed the majority of our Delaware basin gathering backbone and placed into service the first train at the Mentone processing facility. With the premier footprint, scalable capacity, and operational leverage of our assets in the Delaware and DJ basins, we remain excited about the future growth and reiterate our full-year 2019 guidance announced in November.”

 
 
 
(1) Please see the tables at the end of this release for a reconciliation of GAAP to non-GAAP measures and calculation of the Coverage ratio.

1



WES paid a quarterly distribution of $0.980 per unit for the fourth quarter of 2018. This distribution represented a 2% increase over the prior quarter’s distribution and a 7% increase over the fourth-quarter 2017 distribution. The full-year 2018 distribution of $3.830 per unit represented a 7% increase over the full-year 2017 distribution of $3.590 per unit. The fourth-quarter 2018 Coverage ratio(1) of 1.10 times was based on the quarterly distribution of $0.980 per unit. The Partnership’s Coverage ratio(1) for the full-year 2018 was 1.05 times.
Total throughput attributable to WES for natural gas assets for the fourth quarter of 2018 averaged 3.9 Bcf/d, which was 2% higher than the prior quarter and 13% higher than the fourth quarter of 2017. Total throughput for crude oil, NGLs and produced water assets for the fourth quarter of 2018 averaged 434 MBbls/d, which was 3% higher than the prior quarter and 81% higher than the fourth quarter of 2017. For full-year 2018, total throughput attributable to WES for natural gas assets averaged 3.8 Bcf/d, which was 6% higher than the prior-year average. For full-year 2018, total throughput for crude oil, NGLs and produced water assets averaged 365 MBbls/d, which was 82% higher than the prior-year average.
Capital expenditures attributable to WES, including equity investments but excluding acquisitions and capitalized interest, totaled $303.7 million on a cash basis during the fourth quarter of 2018, with maintenance capital expenditures on a cash basis of $29.9 million. For full-year 2018, capital expenditures attributable to WES, including equity investments but excluding acquisitions and capitalized interest, totaled $1,304 million on a cash basis, with maintenance capital expenditures on a cash basis of $91.1 million.
WESTERN GAS EQUITY PARTNERS, LP
WGP indirectly owns the entire general partner interest in WES, 100% of the incentive distribution rights in WES and 50,132,046 WES common units. Net income (loss) available to limited partners for 2018 totaled $369.4 million, or $1.69 per common unit (diluted). Net income (loss) available to limited partners for the fourth quarter of 2018 totaled $93.4 million, or $0.43 per common unit (diluted).
WGP previously declared a quarterly distribution of $0.6025 per unit for the fourth quarter of 2018. This distribution represented a 1% increase over the prior quarter’s distribution and a 10% increase over the fourth-quarter 2017 distribution. The full-year 2018 distribution of $2.34875 per unit represented a 12% increase over the full-year 2017 distribution of $2.1050 per unit. WGP received distributions from WES of $134.4 million attributable to the fourth quarter of 2018 and will pay $131.9 million in distributions for the same period.


 
 
 
(1) Please see the tables at the end of this release for a reconciliation of GAAP to non-GAAP measures and calculation of the Coverage ratio.

2



SIMPLIFICATION TRANSACTION AND STRATEGIC ACQUISITION
The special meeting of WES unitholders to vote on the WGP and WES merger transaction will be held on February 27, 2019. WGP and WES expect the merger and strategic asset acquisition transactions to close during the first quarter of 2019, subject to certain closing conditions under the terms of the merger agreement, including receipt of the required approval by WES’s unitholders. Upon closing of the transactions, and as part of the merger, WGP will change its name to Western Midstream Partners, LP and its common units will trade on the New York Stock Exchange under the “WES” ticker symbol.
CONFERENCE CALL TOMORROW AT 11 A.M. CST
WES and WGP will host a joint conference call on Friday, February 15, 2019, at 11:00 a.m. Central Standard Time (12:00 p.m. Eastern Standard Time) to discuss fourth-quarter and full-year 2018 results. Individuals who would like to participate should dial 877-883-0383 (Domestic) or 412-902-6506 (International) approximately 15 minutes before the scheduled conference call time, and enter participant access code 8494579. To access the live audio webcast of the conference call, please visit the investor relations section of the Partnership’s website at www.westerngas.com. A replay of the conference call will also be available on the website for two weeks following the call.
ABOUT WESTERN GAS

Western Gas Partners, LP (“WES”) is a growth-oriented Delaware master limited partnership formed by Anadarko Petroleum Corporation to acquire, own, develop and operate midstream assets. With midstream assets located in the Rocky Mountains, North-central Pennsylvania, Texas and New Mexico, WES is engaged in the business of gathering, compressing, treating, processing and transporting natural gas; gathering, stabilizing and transporting condensate, natural gas liquids and crude oil; and gathering and disposing of produced water for Anadarko, as well as for third-party customers. In addition, in its capacity as a processor of natural gas, WES also buys and sells natural gas, NGLs and condensate on behalf of itself and as agent for its customers under certain of its contracts.
Western Gas Equity Partners, LP (“WGP”) is a Delaware master limited partnership formed by Anadarko Petroleum Corporation to own the following types of interests in WES: (i) the general partner interest and all of the incentive distribution rights in WES, both owned through WGP’s 100% ownership of WES’s general partner, and (ii) a significant limited partner interest in WES.
For more information about Western Gas Partners, LP and Western Gas Equity Partners, LP, please visit www.westerngas.com.


3



Important Information for Investors and Unitholders
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.
In connection with the proposed merger agreement and the transactions contemplated thereby (the “Simplification Transaction”), WGP filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-4, which includes a prospectus of WGP and a proxy statement of WES. WES and WGP also plan to file other documents with the Commission regarding the proposed Simplification Transaction. WES mailed a definitive proxy statement/prospectus to the unitholders of WES on January 28, 2019. INVESTORS AND UNITHOLDERS OF WES ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE PROPOSED SIMPLIFICATION TRANSACTION THAT HAVE BEEN OR WILL BE FILED WITH THE COMMISSION CAREFULLY AND IN THEIR ENTIRETY AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED SIMPLIFICATION TRANSACTION. Investors and unitholders will be able to obtain free copies of the proxy statement/prospectus and other documents containing important information about WES and WGP from the Commission, through the website maintained by the Commission at http://www.sec.gov. Copies of the documents filed with the Commission by WES and WGP will be available free of charge on their internet website at www.westerngas.com or by contacting their Investor Relations Department at 832-636-6000.
Participants in the Solicitation
WES, WGP, their respective general partners and their respective general partners’ respective directors and certain of their executive officers may be deemed to be participants in the solicitation of proxies from the unitholders of WES in connection with the proposed Simplification Transaction. Information about the directors and executive officers of WES is set forth in WES’s Annual Report on Form 10-K which was filed with the Commission on February 16, 2018. Information about the directors and executive officers of WGP is set forth in WGP’s Annual Report on Form 10-K which was filed with the Commission on February 16, 2018. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the proxy statement/prospectus and other relevant materials to be filed with the Commission when they become available. Free copies of these documents can be obtained using the contact information above.
Cautionary Statement Regarding Forward-Looking Statements
This news release contains forward-looking statements. For example, statements regarding future financial performance, future competitive positioning and business synergies, future acquisition cost savings, future market demand, future benefits to unitholders, future economic and industry conditions, the proposed Simplification Transaction (including its benefits, results, effects and timing) and whether and when the Simplification Transaction will be consummated, are forward-looking statements within the meaning of federal securities laws. WES, WGP and their respective general partners believe that their expectations are based on reasonable assumptions. No assurance, however, can be given that such expectations will prove to have been correct.

4



A number of factors could cause actual results to differ materially from the projections, anticipated results or other expectations expressed in this news release. Such factors include, but are not limited to:  the failure of the unitholders of WES to approve the proposed Simplification Transaction; the risk that the conditions to the closing of the proposed Simplification Transaction are not satisfied; the risk that regulatory approvals required for the proposed Simplification Transaction are not obtained or are obtained subject to conditions that are not anticipated; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed Simplification Transaction; uncertainties as to the timing of the proposed Simplification Transaction; competitive responses to the proposed Simplification Transaction; the inability to obtain or delay in obtaining cost savings and synergies from the proposed Simplification Transaction; unexpected costs, charges or expenses resulting from the proposed Simplification Transaction; the outcome of pending or potential litigation; the inability to retain key personnel; uncertainty of the expected financial performance of WGP following completion of the proposed Simplification Transaction; and any changes in general economic and/or industry specific conditions.
WES and WGP caution that the foregoing list of factors is not exclusive. Additional information concerning these and other risk factors is contained in WES’s and WGP’s most recently filed Annual Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other Commission filings, which are available at the Commission’s website, http://www.sec.gov. All subsequent written and oral forward-looking statements concerning WES, WGP, the proposed Simplification Transaction or other matters attributable to WES and WGP or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Each forward-looking statement speaks only as of the date of the particular statement. Except as required by law, WES, WGP and their respective general partners undertake no obligation to publicly update or revise any forward-looking statements.
# # #

WESTERN GAS CONTACT
Jack Spinks
Manager, Investor Relations
jack.spinks@anadarko.com
832.636.6000

Western Gas Partners, LP Reconciliation of GAAP to Non-GAAP Measures

Below are reconciliations of (i) net income (loss) attributable to Western Gas Partners, LP (GAAP) to WES’s Distributable cash flow (non-GAAP), (ii) net income (loss) attributable to Western Gas Partners, LP (GAAP) and net cash provided by operating activities (GAAP) to Adjusted EBITDA attributable to Western Gas Partners, LP (“Adjusted EBITDA”) (non-GAAP), and (iii) operating income (loss) (GAAP) to Adjusted gross margin attributable to Western Gas Partners, LP (“Adjusted gross margin”) (non-GAAP), as required under Regulation G of the Securities Exchange Act of 1934. Management believes that WES’s Distributable cash flow, Adjusted EBITDA, Adjusted gross margin, and Coverage ratio are widely accepted financial indicators of WES’s financial performance compared to other publicly traded partnerships and are useful in assessing its ability to incur and service debt, fund capital expenditures and make distributions. Distributable cash flow, Adjusted EBITDA, Adjusted gross margin and Coverage ratio, as defined by WES, may not be comparable to similarly titled measures used by other companies. Therefore, WES’s Distributable cash flow, Adjusted EBITDA, Adjusted gross margin and Coverage ratio should be considered in conjunction with net income (loss) attributable to Western Gas Partners, LP and other applicable performance measures, such as operating income (loss) or cash flows from operating activities.

5



Western Gas Partners, LP Reconciliation of GAAP to Non-GAAP Measures, continued

Distributable Cash Flow

WES defines Distributable cash flow as Adjusted EBITDA, plus interest income and the net settlement amounts from the sale and/or purchase of natural gas, condensate and NGLs under WES’s commodity price swap agreements to the extent such amounts are not recognized as Adjusted EBITDA, less Service revenues – fee based recognized in Adjusted EBITDA (less than) in excess of customer billings, net cash paid (or to be paid) for interest expense (including amortization of deferred debt issuance costs originally paid in cash, offset by non-cash capitalized interest), maintenance capital expenditures, Series A Preferred unit distributions and income taxes.
 
 
Three Months Ended 
 December 31,
 
Year Ended 
 December 31,
thousands except Coverage ratio
 
2018
 
2017
 
2018
 
2017
Reconciliation of Net income (loss) attributable to Western Gas Partners, LP to Distributable cash flow and calculation of the Coverage ratio
 
 
 
 
 
 
 
 
Net income (loss) attributable to Western Gas Partners, LP
 
$
109,058

 
$
148,637

 
$
445,775

 
$
567,483

Add:
 
 
 
 
 
 
 
 
Distributions from equity investments
 
57,982

 
29,897

 
169,906

 
110,465

Non-cash equity-based compensation expense
 
1,480

 
1,468

 
7,032

 
4,947

Non-cash settled interest expense, net (1)
 

 

 

 
71

Income tax (benefit) expense
 
(355
)
 
(39
)
 
2,946

 
4,866

Depreciation and amortization (2)
 
98,637

 
73,874

 
334,645

 
288,087

Impairments (2)
 
75,629

 
8,295

 
226,950

 
178,374

Above-market component of swap agreements with Anadarko
 
10,896

 
11,832

 
51,618

 
58,551

Other expense (2)
 
8,143

 
5

 
8,327

 
145

Less:
 
 
 
 
 
 
 
 
Recognized Service revenues – fee based (less than) in excess of customer billings
 
14,045

 

 
14,581

 

Gain (loss) on divestiture and other, net
 
961

 
(2,629
)
 
1,312

 
132,388

Equity income, net – affiliates
 
50,272

 
22,486

 
153,024

 
85,194

Cash paid for maintenance capital expenditures (2)
 
29,892

 
16,569

 
91,054

 
49,684

Capitalized interest
 
6,489

 
2,835

 
23,521

 
6,826

Cash paid for (reimbursement of) income taxes
 
2,495

 
1,005

 
2,408

 
1,194

Series A Preferred unit distributions
 

 

 

 
7,453

Other income (2)
 

 
323

 
2,592

 
1,283

Distributable cash flow
 
$
257,316

 
$
233,380

 
$
958,707

 
$
928,967

Distributions declared (3)
 
 
 
 
 
 
 
 
Limited partners – common units
 
$
149,557

 
 
 
$
584,487

 
 
General partner
 
85,230

 
 
 
327,363

 
 
Total
 
$
234,787

 
 
 
$
911,850

 
 
Coverage ratio
 
1.10

x
 
 
1.05

x
 

(1) 
Includes amounts related to the Deferred purchase price obligation - Anadarko.
(2) 
Includes WES’s 75% share of depreciation and amortization; impairments; other expense; cash paid for maintenance capital expenditures; and other income attributable to Chipeta.
(3) 
Reflects cash distributions of $0.980 and $3.830 per unit declared for the three months and year ended December 31, 2018, respectively.


6



Western Gas Partners, LP Reconciliation of GAAP to Non-GAAP Measures, continued

Adjusted EBITDA Attributable to Western Gas Partners, LP

WES defines Adjusted EBITDA as net income (loss) attributable to Western Gas Partners, LP, plus distributions from equity investments, non-cash equity-based compensation expense, interest expense, income tax expense, depreciation and amortization, impairments, and other expense (including lower of cost or market inventory adjustments recorded in cost of product), less gain (loss) on divestiture and other, net, income from equity investments, interest income, income tax benefit, and other income.
 
 
Three Months Ended 
 December 31,
 
Year Ended 
 December 31,
thousands
 
2018
 
2017
 
2018
 
2017
Reconciliation of Net income (loss) attributable to Western Gas Partners, LP to Adjusted EBITDA attributable to Western Gas Partners, LP
 
 
 
 
 
 
 
 
Net income (loss) attributable to Western Gas Partners, LP
 
$
109,058

 
$
148,637

 
$
445,775

 
$
567,483

Add:
 
 
 
 
 
 
 
 
Distributions from equity investments
 
57,982

 
29,897

 
169,906

 
110,465

Non-cash equity-based compensation expense
 
1,480

 
1,468

 
7,032

 
4,947

Interest expense
 
52,345

 
35,592

 
184,008

 
142,386

Income tax expense
 

 

 
3,301

 
4,905

Depreciation and amortization (1)
 
98,637

 
73,874

 
334,645

 
288,087

Impairments (1)
 
75,629

 
8,295

 
226,950

 
178,374

Other expense (1)
 
8,143

 
5

 
8,327

 
145

Less:
 
 
 
 
 
 
 
 
Gain (loss) on divestiture and other, net
 
961

 
(2,629
)
 
1,312

 
132,388

Equity income, net – affiliates
 
50,272

 
22,486

 
153,024

 
85,194

Interest income – affiliates
 
4,225

 
4,225

 
16,900

 
16,900

Other income (1)
 

 
323

 
2,592

 
1,283

Income tax benefit
 
355

 
39

 
355

 
39

Adjusted EBITDA attributable to Western Gas Partners, LP
 
$
347,461

 
$
273,324

 
$
1,205,761

 
$
1,060,988

Reconciliation of Net cash provided by operating activities to Adjusted EBITDA attributable to Western Gas Partners, LP
 
 
 
 
 
 
 
 
Net cash provided by operating activities
 
$
268,912

 
$
256,396

 
$
1,020,634

 
$
901,495

Interest (income) expense, net
 
48,120

 
31,367

 
167,108

 
125,486

Uncontributed cash-based compensation awards
 
(53
)
 
119

 
879

 
25

Accretion and amortization of long-term obligations, net
 
(1,259
)
 
(1,060
)
 
(5,142
)
 
(4,254
)
Current income tax (benefit) expense
 
233

 
1,385

 
480

 
2,408

Other (income) expense, net (2)
 
(408
)
 
(330
)
 
(3,017
)
 
(1,299
)
Distributions from equity investments in excess of cumulative earnings – affiliates
 
7,510

 
6,830

 
25,607

 
23,085

Changes in assets and liabilities:
 
 
 
 
 
 
 
 
Accounts receivable, net
 
(7,877
)
 
(30,845
)
 
56,667

 
16,127

Accounts and imbalance payables and accrued liabilities, net
 
24,632

 
10,937

 
(30,722
)
 
6,930

Other items, net
 
10,176

 
1,426

 
(13,873
)
 
4,491

Adjusted EBITDA attributable to noncontrolling interest
 
(2,525
)
 
(2,901
)
 
(12,860
)
 
(13,506
)
Adjusted EBITDA attributable to Western Gas Partners, LP
 
$
347,461

 
$
273,324

 
$
1,205,761

 
$
1,060,988

Cash flow information of Western Gas Partners, LP
 
 
 
 
 
 
 
 
Net cash provided by operating activities
 
 
 
 
 
$
1,020,634

 
$
901,495

Net cash used in investing activities
 
 
 
 
 
(1,459,798
)
 
(763,604
)
Net cash provided by (used in) financing activities
 
 
 
 
 
450,798

 
(417,002
)
  
(1) 
Includes WES’s 75% share of depreciation and amortization; impairments; other expense; and other income attributable to Chipeta.
(2) 
Excludes the non-cash loss on interest-rate swaps of $8.0 million for the three months and year ended December 31, 2018.

7



Western Gas Partners, LP Reconciliation of GAAP to Non-GAAP Measures, continued

Adjusted Gross Margin Attributable to Western Gas Partners, LP

WES defines Adjusted gross margin as total revenues and other (less reimbursements for electricity-related expenses recorded as revenue), less cost of product, plus distributions from equity investments, and excluding the noncontrolling interest owner’s proportionate share of revenue and cost of product.
 
 
Three Months Ended 
 December 31,
 
Year Ended 
 December 31,
thousands
 
2018
 
2017
 
2018
 
2017
Reconciliation of Operating income (loss) to Adjusted gross margin attributable to Western Gas Partners, LP
 
 
 
 
 
 
 
 
Operating income (loss)
 
$
166,210

 
$
181,815

 
$
629,393

 
$
707,271

Add:
 
 
 
 
 
 
 
 
Distributions from equity investments
 
57,982

 
29,897

 
169,906

 
110,465

Operation and maintenance
 
114,518

 
86,550

 
414,784

 
315,994

General and administrative
 
17,072

 
12,394

 
59,706

 
47,796

Property and other taxes
 
7,844

 
11,385

 
42,934

 
46,818

Depreciation and amortization
 
99,349

 
74,602

 
337,536

 
290,874

Impairments
 
75,630

 
8,295

 
228,338

 
178,374

Less:
 
 
 
 
 
 
 
 
Gain (loss) on divestiture and other, net
 
961

 
(2,629
)
 
1,312

 
132,388

Proceeds from business interruption insurance claims
 

 

 

 
29,882

Equity income, net – affiliates
 
50,272

 
22,486

 
153,024

 
85,194

Reimbursed electricity-related charges recorded as revenues
 
16,441

 
14,485

 
66,580

 
56,823

Adjusted gross margin attributable to noncontrolling interest
 
3,525

 
3,638

 
15,875

 
16,827

Adjusted gross margin attributable to Western Gas Partners, LP
 
$
467,406


$
366,958


$
1,645,806


$
1,376,478

Adjusted gross margin attributable to Western Gas Partners, LP for natural gas assets
 
$
379,892

 
$
318,012

 
$
1,398,953

 
$
1,222,632

Adjusted gross margin for crude oil, NGLs and produced water assets
 
87,514

 
48,946

 
246,853

 
153,846



8



Western Gas Partners, LP
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 
 
Three Months Ended 
 December 31,
 
Year Ended 
 December 31,
thousands except per-unit amounts
 
2018
 
2017
 
2018
 
2017
Revenues and other
 
 
 
 
 
 
 
 
Service revenues – fee based
 
$
463,146

 
$
324,513

 
$
1,609,245

 
$
1,237,949

Service revenues – product based
 
18,120

 

 
85,553

 

Product sales
 
76,254

 
299,443

 
293,992

 
989,933

Other
 
273

 
8,062

 
1,486

 
20,474

Total revenues and other
 
557,793

 
632,018

 
1,990,276

 
2,248,356

Equity income, net – affiliates
 
50,272

 
22,486

 
153,024

 
85,194

Operating expenses
 
 
 
 
 
 
 
 
Cost of product
 
128,403

 
276,834

 
431,921

 
908,693

Operation and maintenance
 
114,518

 
86,550

 
414,784

 
315,994

General and administrative
 
17,072

 
12,394

 
59,706

 
47,796

Property and other taxes
 
7,844

 
11,385

 
42,934

 
46,818

Depreciation and amortization
 
99,349

 
74,602

 
337,536

 
290,874

Impairments
 
75,630

 
8,295

 
228,338

 
178,374

Total operating expenses
 
442,816

 
470,060

 
1,515,219

 
1,788,549

Gain (loss) on divestiture and other, net
 
961

 
(2,629
)
 
1,312

 
132,388

Proceeds from business interruption insurance claims
 

 

 

 
29,882

Operating income (loss)
 
166,210


181,815


629,393


707,271

Interest income – affiliates
 
4,225

 
4,225

 
16,900

 
16,900

Interest expense
 
(52,345
)
 
(35,592
)
 
(184,008
)
 
(142,386
)
Other income (expense), net
 
(7,564
)
 
330

 
(4,955
)
 
1,299

Income (loss) before income taxes
 
110,526

 
150,778

 
457,330

 
583,084

Income tax expense (benefit)
 
(355
)
 
(39
)
 
2,946

 
4,866

Net income (loss)
 
110,881

 
150,817

 
454,384

 
578,218

Net income attributable to noncontrolling interest
 
1,823

 
2,180

 
8,609

 
10,735

Net income (loss) attributable to Western Gas Partners, LP
 
$
109,058

 
$
148,637

 
$
445,775

 
$
567,483

Limited partners’ interest in net income (loss):
 
 
 
 
 
 
 
 
Net income (loss) attributable to Western Gas Partners, LP
 
$
109,058

 
$
148,637

 
$
445,775

 
$
567,483

Series A Preferred units interest in net (income) loss
 

 

 

 
(42,373
)
General partner interest in net (income) loss
 
(90,372
)
 
(80,932
)
 
(346,538
)
 
(303,835
)
Common and Class C limited partners’ interest in net income (loss)
 
$
18,686

 
$
67,705

 
$
99,237

 
$
221,275

Net income (loss) per common unit – basic and diluted
 
$
0.10

 
$
0.39

 
$
0.55

 
$
1.30

Weighted-average common units outstanding – basic and diluted
 
152,609

 
152,602

 
152,606

 
147,194



9



Western Gas Partners, LP
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
thousands except number of units
 
December 31, 
 2018
 
December 31, 
 2017
Current assets
 
$
333,463

 
$
254,062

Note receivable – Anadarko
 
260,000

 
260,000

Net property, plant and equipment
 
6,612,073

 
5,730,891

Other assets
 
2,030,746

 
1,769,397

Total assets
 
$
9,236,282

 
$
8,014,350

Current liabilities
 
$
507,582

 
$
424,333

Long-term debt
 
4,787,381

 
3,464,712

Asset retirement obligations
 
259,976

 
143,394

Other liabilities
 
149,764

 
10,900

Total liabilities
 
5,704,703

 
4,043,339

Equity and partners’ capital
 
 
 
 
Common units (152,609,285 and 152,602,105 units issued and outstanding at December 31, 2018 and 2017, respectively)
 
2,475,540

 
2,950,010

Class C units (14,372,665 and 13,243,883 units issued and outstanding at December 31, 2018 and 2017, respectively)
 
791,410

 
780,040

General partner units (2,583,068 units issued and outstanding at December 31, 2018 and 2017)
 
206,862

 
179,232

Noncontrolling interest
 
57,767

 
61,729

Total liabilities, equity and partners’ capital
 
$
9,236,282

 
$
8,014,350



10



Western Gas Partners, LP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
 
Year Ended 
 December 31,
thousands
 
2018
 
2017
Cash flows from operating activities
 
 
 
 
Net income (loss)
 
$
454,384

 
$
578,218

Adjustments to reconcile net income (loss) to net cash provided by operating activities and changes in assets and liabilities:
 
 
 
 
Depreciation and amortization
 
337,536

 
290,874

Impairments
 
228,338

 
178,374

(Gain) loss on divestiture and other, net
 
(1,312
)
 
(132,388
)
Change in other items, net
 
1,688

 
(13,583
)
Net cash provided by operating activities
 
$
1,020,634

 
$
901,495

Cash flows from investing activities
 
 
 
 
Capital expenditures
 
$
(1,193,896
)
 
$
(675,025
)
Contributions in aid of construction costs from affiliates
 

 
1,387

Acquisitions from affiliates
 
(254
)
 
(3,910
)
Acquisitions from third parties
 
(161,858
)
 
(155,298
)
Investments in equity affiliates
 
(133,335
)
 
(384
)
Distributions from equity investments in excess of cumulative earnings – affiliates
 
25,607

 
23,085

Proceeds from the sale of assets to third parties
 
3,938

 
23,564

Proceeds from property insurance claims
 

 
22,977

Net cash used in investing activities
 
$
(1,459,798
)
 
$
(763,604
)
Cash flows from financing activities
 
 
 
 
Borrowings, net of debt issuance costs
 
$
2,349,564

 
$
369,989

Repayments of debt
 
(1,040,000
)
 

Settlement of the Deferred purchase price obligation – Anadarko
 

 
(37,346
)
Increase (decrease) in outstanding checks
 
(3,206
)
 
5,593

Proceeds from the issuance of common units, net of offering expenses
 

 
(183
)
Distributions to unitholders
 
(893,649
)
 
(801,300
)
Distributions to noncontrolling interest owner
 
(13,529
)
 
(13,569
)
Net contributions from (distributions to) Anadarko
 

 
1,263

Above-market component of swap agreements with Anadarko
 
51,618

 
58,551

Net cash provided by (used in) financing activities
 
$
450,798

 
$
(417,002
)
Net increase (decrease) in cash and cash equivalents
 
$
11,634

 
$
(279,111
)
Cash and cash equivalents at beginning of period
 
78,814

 
357,925

Cash and cash equivalents at end of period
 
$
90,448

 
$
78,814



11



Western Gas Partners, LP
OPERATING STATISTICS
(Unaudited)
 
 
Three Months Ended 
 December 31,
 
Year Ended 
 December 31,
 
 
2018
 
2017
 
2018
 
2017
Throughput for natural gas assets (MMcf/d)
 
 
 
 
 
 
 
 
Gathering, treating and transportation (1)
 
589

 
747

 
546

 
958

Processing (1)
 
3,295

 
2,663

 
3,205

 
2,563

Equity investment (2)
 
132

 
158

 
141

 
159

Total throughput for natural gas assets
 
4,016

 
3,568

 
3,892

 
3,680

Throughput attributable to noncontrolling interest for natural gas assets
 
84

 
98

 
90

 
105

Total throughput attributable to Western Gas Partners, LP for natural gas assets
 
3,932

 
3,470

 
3,802

 
3,575

Throughput for crude oil, NGLs and produced water assets (MBbls/d)
 
 
 
 
 
 
 
 
Gathering, treating, transportation and disposal
 
162

 
111

 
146

 
71

Equity investment (3)
 
272

 
129

 
219

 
130

Total throughput for crude oil, NGLs and produced water assets
 
434

 
240

 
365

 
201

Adjusted gross margin per Mcf attributable to Western Gas Partners, LP for natural gas assets (4)
 
$
1.05

 
$
1.00

 
$
1.01

 
$
0.94

Adjusted gross margin per Bbl for crude oil, NGLs and produced water assets (5)
 
2.19

 
2.21

 
1.85

 
2.10

   
(1) 
The combination of the DBM complex and DBJV and Haley systems, effective January 1, 2018, into a single complex now referred to as the “West Texas complex” resulted in DBJV and Haley systems throughput previously reported as “Gathering, treating and transportation” now being reported as “Processing.”
(2) 
Represents WES’s 14.81% share of average Fort Union throughput and 22% share of average Rendezvous throughput.
(3) 
Represents WES’s 10% share of average White Cliffs throughput, WES’s 25% share of average Mont Belvieu JV throughput, WES’s 20% share of average TEG and TEP throughput, WES’s 33.33% share of average FRP throughput and WES’s 20% share of average Whitethorn throughput.
(4) 
Average for period. Calculated as Adjusted gross margin attributable to Western Gas Partners, LP for natural gas assets (total revenues and other for natural gas assets less reimbursements for electricity-related expenses recorded as revenue, less cost of product for natural gas assets, plus distributions from WES’s equity investments in Fort Union and Rendezvous, and excluding the noncontrolling interest owner’s proportionate share of revenue and cost of product), divided by total throughput (MMcf/d) attributable to Western Gas Partners, LP for natural gas assets.
(5) 
Average for period. Calculated as Adjusted gross margin for crude oil, NGLs and produced water assets (total revenues and other for crude oil, NGLs and produced water assets less reimbursements for electricity-related expenses recorded as revenue, less cost of product for crude oil, NGLs and produced water assets, and plus distributions from WES’s equity investments in White Cliffs, the Mont Belvieu JV, TEG, TEP, FRP and Whitethorn), divided by total throughput (MBbls/d) for crude oil, NGLs and produced water assets.


12



Western Gas Equity Partners, LP
CALCULATION OF CASH AVAILABLE FOR DISTRIBUTION
(Unaudited)
thousands except per-unit amount and Coverage ratio
 
Three Months Ended 
 December 31, 2018
Distributions declared by Western Gas Partners, LP:
 
 
General partner interest
 
$
3,908

Incentive distribution rights
 
81,322

Common units held by WGP
 
49,129

Less:
 
 
Public company general and administrative expense
 
1,810

Interest expense
 
339

Cash available for distribution
 
$
132,210

Declared distribution per common unit
 
$
0.60250

Distributions declared by Western Gas Equity Partners, LP
 
$
131,910

Coverage ratio
 
1.00
x


13



Western Gas Equity Partners, LP
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 
 
Three Months Ended 
 December 31,
 
Year Ended 
 December 31,
thousands except per-unit amounts
 
2018
 
2017
 
2018
 
2017
Revenues and other
 
 
 
 
 
 
 
 
Service revenues – fee based
 
$
463,146

 
$
324,513

 
$
1,609,245

 
$
1,237,949

Service revenues – product based
 
18,120

 

 
85,553

 

Product sales
 
76,254

 
299,443

 
293,992

 
989,933

Other
 
273

 
8,062

 
1,486

 
20,474

Total revenues and other
 
557,793

 
632,018

 
1,990,276

 
2,248,356

Equity income, net – affiliates
 
50,272

 
22,486

 
153,024

 
85,194

Operating expenses
 
 
 
 
 
 
 
 
Cost of product
 
128,403

 
276,834

 
431,921

 
908,693

Operation and maintenance
 
114,518

 
86,550

 
414,784

 
315,994

General and administrative
 
18,882

 
13,073

 
63,735

 
50,668

Property and other taxes
 
7,844

 
11,385

 
42,934

 
46,818

Depreciation and amortization
 
99,349

 
74,602

 
337,536

 
290,874

Impairments
 
75,630

 
8,295

 
228,338

 
178,374

Total operating expenses
 
444,626

 
470,739

 
1,519,248

 
1,791,421

Gain (loss) on divestiture and other, net
 
961

 
(2,629
)
 
1,312

 
132,388

Proceeds from business interruption insurance claims
 

 

 

 
29,882

Operating income (loss)
 
164,400


181,136


625,364


704,399

Interest income – affiliates
 
4,225

 
4,225

 
16,900

 
16,900

Interest expense
 
(52,684
)
 
(36,168
)
 
(186,043
)
 
(144,615
)
Other income (expense), net
 
(7,512
)
 
355

 
(4,763
)
 
1,384

Income (loss) before income taxes
 
108,429

 
149,548

 
451,458

 
578,068

Income tax expense (benefit)
 
(355
)
 
(39
)
 
2,946

 
4,866

Net income (loss)
 
108,784

 
149,587

 
448,512

 
573,202

Net income (loss) attributable to noncontrolling interests
 
15,414

 
50,066

 
79,083

 
196,595

Net income (loss) attributable to Western Gas Equity Partners, LP
 
$
93,370

 
$
99,521

 
$
369,429

 
$
376,607

Net income (loss) per common unit – basic and diluted
 
$
0.43

 
$
0.45

 
$
1.69

 
$
1.72

Weighted-average common units outstanding – basic and diluted
 
218,938

 
218,933

 
218,936

 
218,931



14



Western Gas Equity Partners, LP
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
thousands except number of units
 
December 31, 
 2018
 
December 31, 
 2017
Current assets
 
$
335,824

 
$
255,210

Note receivable – Anadarko
 
260,000

 
260,000

Net property, plant and equipment
 
6,612,073

 
5,730,891

Other assets
 
2,030,746

 
1,770,210

Total assets
 
$
9,238,643

 
$
8,016,311

Current liabilities
 
$
536,857

 
$
424,426

Long-term debt
 
4,787,381

 
3,492,712

Asset retirement obligations
 
259,976

 
143,394

Other liabilities
 
149,764

 
10,900

Total liabilities
 
5,733,978

 
4,071,432

Equity and partners’ capital
 
 
 
 
Common units (218,937,797 and 218,933,141 units issued and outstanding at December 31, 2018 and 2017, respectively)
 
951,888

 
1,061,125

Noncontrolling interests
 
2,552,777

 
2,883,754

Total liabilities, equity and partners’ capital
 
$
9,238,643

 
$
8,016,311



15



Western Gas Equity Partners, LP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
 
Year Ended 
 December 31,
thousands
 
2018
 
2017
Cash flows from operating activities
 
 
 
 
Net income (loss)
 
$
448,512

 
$
573,202

Adjustments to reconcile net income (loss) to net cash provided by operating activities and changes in assets and liabilities:
 
 
 
 
Depreciation and amortization
 
337,536

 
290,874

Impairments
 
228,338

 
178,374

(Gain) loss on divestiture and other, net
 
(1,312
)
 
(132,388
)
Change in other items, net
 
3,621

 
(12,650
)
Net cash provided by operating activities
 
$
1,016,695

 
$
897,412

Cash flows from investing activities
 
 
 
 
Capital expenditures
 
$
(1,193,896
)
 
$
(675,025
)
Contributions in aid of construction costs from affiliates
 

 
1,387

Acquisitions from affiliates
 
(254
)
 
(3,910
)
Acquisitions from third parties
 
(161,858
)
 
(155,298
)
Investments in equity affiliates
 
(133,335
)
 
(384
)
Distributions from equity investments in excess of cumulative earnings – affiliates
 
25,607

 
23,085

Proceeds from the sale of assets to third parties
 
3,938

 
23,564

Proceeds from property insurance claims
 

 
22,977

Net cash used in investing activities
 
$
(1,459,798
)
 
$
(763,604
)
Cash flows from financing activities
 
 
 
 
Borrowings, net of debt issuance costs
 
$
2,349,557

 
$
369,989

Repayments of debt
 
(1,040,000
)
 

Settlement of the Deferred purchase price obligation – Anadarko
 

 
(37,346
)
Increase (decrease) in outstanding checks
 
(3,206
)
 
5,593

Proceeds from the issuance of WES common units, net of offering expenses
 

 
(183
)
Distributions to WGP unitholders
 
(502,457
)
 
(441,967
)
Distributions to Chipeta noncontrolling interest owner
 
(13,529
)
 
(13,569
)
Distributions to noncontrolling interest owners of WES
 
(386,326
)
 
(355,623
)
Net contributions from (distributions to) Anadarko
 

 
1,263

Above-market component of swap agreements with Anadarko
 
51,618

 
58,551

Net cash provided by (used in) financing activities
 
$
455,657

 
$
(413,292
)
Net increase (decrease) in cash and cash equivalents
 
$
12,554

 
$
(279,484
)
Cash and cash equivalents at beginning of period
 
79,588

 
359,072

Cash and cash equivalents at end of period
 
$
92,142

 
$
79,588



16