0001604665-15-000023.txt : 20151103 0001604665-15-000023.hdr.sgml : 20151103 20151103073212 ACCESSION NUMBER: 0001604665-15-000023 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20151103 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20151103 DATE AS OF CHANGE: 20151103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Westlake Chemical Partners LP CENTRAL INDEX KEY: 0001604665 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 320436529 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36567 FILM NUMBER: 151192180 BUSINESS ADDRESS: STREET 1: 2801 POST OAK BOULEVARD STREET 2: SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: (713) 960-9111 MAIL ADDRESS: STREET 1: 2801 POST OAK BOULEVARD STREET 2: SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77056 8-K 1 a150930earningsrelease8k.htm 8-K 8-K


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 3, 2015

Westlake Chemical Partners LP
(Exact name of registrant as specified in its charter)

Delaware
 
001-36567
 
32-0436529
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer
Identification No.)

2801 Post Oak Boulevard, Suite 600
Houston, Texas
 
77056
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (713) 585-2900

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.
On November 3, 2015, Westlake Chemical Partners LP (the "Partnership") issued a press release announcing its 2015 third quarter earnings. A copy of the press release is furnished with this Current Report as Exhibit 99.1.
The information furnished pursuant to this Current Report, including Exhibit 99.1, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing by Westlake Chemical Partners LP under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, unless specifically identified as being incorporated therein.
Item 7.01. Regulation FD Disclosure.
The Partnership is holding a conference call on November 3, 2015 to discuss its 2015 third quarter results. Information about the call can be found in the press release furnished with this Current Report as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is furnished herewith:
99.1    Press release issued on November 3, 2015.






SIGNATURE
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 hereunto duly authorized.

 
 
 
 
WESTLAKE CHEMICAL PARTNERS LP
 
 
 
 
By: Westlake Chemical Partners GP LLC
Date:
November 3, 2015
 
By:
/S/ ALBERT CHAO
 
 
 
 
Albert Chao
President and Chief Executive Officer







EXHIBIT INDEX


Exhibit No.
 
Description
 
 
 
99.1
 
Press release issued on November 3, 2015.





EX-99.1 2 ex991_150930earningsrelease.htm EXHIBIT 99.1 Exhibit


EXHIBIT 99.1
WESTLAKE CHEMICAL PARTNERS LP

Contact - (713) 585-2900
Investors - Steve Bender
Media - David R. Hansen

 

Westlake Chemical Partners LP Announces Third Quarter 2015 Earnings

Quarterly MLP distributable cash flow of $9.5 million
Increased quarterly cash distribution by $0.0084 (2.89%) to $0.2994 per unit, announced on October 28, 2015
Westlake Chemical Partners LP (NYSE: WLKP) (the "Partnership") today reported third quarter 2015 net income attributable to the Partnership of $10.1 million, or $0.37 per limited partner unit, and MLP distributable cash flow of $9.5 million. Net sales at Westlake Chemical OpCo LP ("OpCo") for the period were $248.6 million. The Partnership's second quarter of 2015 net income was $10.4 million, or $0.39 per limited partner unit.
OpCo's sales agreement with Westlake Chemical Corporation is designed to provide for stable and predictable cash flows. The sales agreement provides that 95% of OpCo's ethylene production is sold to Westlake Chemical Corporation for a cash margin of $0.10 per pound, net of operating costs, maintenance capital expenditures and reserves for future turnaround expenditures.
On October 28, 2015, the Board of Directors of Westlake Chemical Partners GP LLC, the general partner of the Partnership, declared a quarterly distribution of $0.2994 per unit to be payable on November 27, 2015 to the unitholders of record on November 9, 2015. The MLP distributable cash flow provided coverage of 1.17x the declared distributions. The increase in cash distributions is in line with the Partnership's targeted low double-digit distribution growth.
"As a result of the long-term fixed margin ethylene sales agreement, the margin associated with the majority of our ethylene sales is not subject to the recent volatility in the oil and ethylene markets. This arrangement positions us to provide stable cash flows to our unitholders and highlights the benefit of the structure of our operations and sales contract," said Albert Chao, President and Chief Executive Officer.

The statements in this release and the related teleconference relating to matters that are not historical facts, but forward-looking statements, could be adversely affected by, among other things, operating difficulties; the volume of ethylene that we are able to sell; the price at which we are able to sell ethylene; changes in the price and availability of electricity; changes in prevailing economic conditions; actions of third parties; unanticipated ground, grade or water conditions; inclement or hazardous weather conditions, including flooding, and the physical impacts of climate change; environmental hazards; industrial accidents; changes in laws and regulations (or the interpretation thereof); inability to acquire or maintain necessary permits; inability to obtain necessary production equipment or replacement parts; technical difficulties or failures; labor disputes; late delivery of raw materials; difficulty collecting receivables; inability of our customers to take delivery; changes in the price and availability of transportation; fires, explosions or other accidents; our ability to borrow funds and access capital markets; and other risk factors. For more detailed information about the factors that could cause actual results to differ materially, please refer to the Partnership's Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC in March 2015, and Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, which was filed with the SEC in August 2015.
This release is intended to be a qualified notice under Treasury Regulation Section 1.1446-4(b). Brokers and nominees should treat one hundred percent (100.0%) of the Partnership's distributions to non-U.S. investors as being attributable to income that is effectively connected with a United States trade or business. Accordingly, the Partnership's distributions to non-U.S. investors are subject to federal income tax withholding at the highest applicable effective tax rate.

i




Use of Non-GAAP Financial Measures
This release includes the term MLP distributable cash flow, which is a non-GAAP financial measure, as defined in Regulation G of the U.S. Securities Exchange Act of 1934, as amended. We report our financial results in accordance with U.S. generally accepted accounting principles ("GAAP"), but believe that certain non-GAAP financial measures, such as MLP distributable cash flow, provide useful supplemental information to investors regarding the underlying business trends and performance of our ongoing operations and are useful for period-over-period comparisons of such operations. These non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, or superior to, the financial measures prepared in accordance with GAAP. A reconciliation of MLP distributable cash flow to net income and net cash provided by operating activities can be found in the financial schedules at the end of this release. We define distributable cash flow as net income plus depreciation and amortization, less contributions from turnaround reserves and maintenance capital expenditures. We define MLP distributable cash flow as distributable cash flow attributable to periods subsequent to the date of our initial public offering less distributable cash flow attributable to Westlake Chemical Corporation's noncontrolling interest in Westlake Chemical OpCo LP. Because MLP distributable cash flow may be defined differently by other companies in our industry, our definition of MLP distributable cash flow may not be comparable to similarly titled measures of other companies.

Westlake Chemical Partners LP
Westlake Chemical Partners is a limited partnership formed by Westlake Chemical Corporation to operate, acquire and develop facilities for the processing of natural gas liquids as well as other qualifying activities. Headquartered in Houston, Texas, the Partnership owns a 13.3% interest in Westlake Chemical OpCo LP. Westlake Chemical OpCo LP's assets include three facilities in Calvert City, Kentucky, and Lake Charles, Louisiana which process ethane and propane into ethylene, and an ethylene pipeline. For more information about Westlake Chemical Partners LP, please visit http://www.wlkpartners.com/.

Westlake Chemical Partners LP Conference Call Information:
A conference call to discuss Westlake Chemical Partners' third quarter 2015 results will be held Tuesday, November 3, 2015 at 12:00 p.m. Eastern Time (11:00 a.m. Central Time). To access the conference call, dial (855) 638-4814 or (234) 386-2848 for international callers, approximately 10 minutes prior to the scheduled start time and reference passcode 58792939.
A replay of the conference call will be available beginning two hours after its conclusion until 11:59 p.m. Eastern Time on Tuesday, November 10 2015. To hear a replay, dial (855) 859-2056, or (404) 537-3406 for international callers. The replay passcode is 58792939.
The conference call will also be available via webcast at: http://edge.media-server.com/m/p/6kf6xf8h/lan/en and the earnings release can be obtained via the Partnership web page at: http://westlakepartners.investorroom.com/news-events


ii




WESTLAKE CHEMICAL PARTNERS LP ("WESTLAKE PARTNERS")
COMBINED AND CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2015
 
2014 (1)(2)
 
2015
 
2014 (1)(2)
 
 
 
 
 
 
 
 
 
 
 
(In thousands of dollars, except per unit data)
Revenue
 
 
 
 
 
 
 
 
Net sales—Westlake Chemical Corporation
  ("Westlake")
 
$
207,856

 
$
289,601

 
$
621,438

 
$
1,088,561

Net co-product, ethylene and other sales—third
  parties
 
40,763

 
102,407

 
137,277

 
387,596

Total net sales
 
248,619

 
392,008

 
758,715

 
1,476,157

Cost of sales
 
154,474

 
227,015

 
473,815

 
832,304

Gross profit
 
94,145

 
164,993

 
284,900

 
643,853

Selling, general and administrative expenses
 
5,831

 
8,860

 
17,826

 
22,803

Income from operations
 
88,314

 
156,133

 
267,074

 
621,050

Other income (expense)
 
 
 
 
 
 
 
 
Interest expense
 
(1,054
)
 
(2,137
)
 
(3,794
)
 
(9,833
)
Other (expense) income, net
 
(73
)
 
486

 
(35
)
 
3,135

Income before income taxes
 
87,187

 
154,482

 
263,245

 
614,352

Provision for income taxes
 
141

 
36,309

 
567

 
198,461

Net income
 
87,046

 
118,173

 
262,678

 
415,891

Less: Predecessor net income prior to initial public
  offering on August 4, 2014
 

 
63,616

 

 
361,334

Net income subsequent to initial public offering
 
87,046

 
54,557

 
262,678

 
54,557

Less: Net income attributable to noncontrolling
  interests in Westlake Chemical OpCo LP
  ("OpCo")
 
76,943

 
49,542

 
233,632

 
49,542

Net income attributable to Westlake Partners
 
$
10,103

 
$
5,015

 
$
29,046

 
$
5,015

 
 
 
 
 
 
 
 
 
Quarterly distribution declared per unit
 
$
0.2994

 
$
0.1704

 
$
0.8733

 
$
0.1704

 
 
 
 
 
 
 
 
 
MLP distributable cash flow
 
$
9,475

 
$
5,265

 
$
27,671

 
$
5,265

 
 
 
 
 
 
 
 
 
Distribution declared
 
 
 
 
 
 
 
 
Limited partner units—public
 
$
3,873

 
$
2,205

 
$
11,298

 
$
2,205

Limited partner units—Westlake
 
4,229

 
2,406

 
12,333

 
2,406

Incentive distribution rights
 

 

 

 

Total distribution declared
 
$
8,102

 
$
4,611

 
$
23,631

 
$
4,611

_____________
(1)
Westlake Partners' initial public offering ("IPO") was on August 4, 2014.
(2)
Includes amounts for the pre-IPO period from July 1, 2014 through August 3, 2014 and post-IPO period from August 4, 2014 through September 30, 2014 in the three months ended September 30, 2014 and includes the amounts for the pre-IPO period from January 1, 2014 through August 3, 2014 and post-IPO period from August 4, 2014 through September 30, 2014 in the nine months ended September 30, 2014.

iii




WESTLAKE CHEMICAL PARTNERS LP ("WESTLAKE PARTNERS")
CONSOLIDATED BALANCE SHEETS
(Unaudited)
 
 
September 30,
2015
 
December 31,
2014
 
 
 
 
 
 
 
(In thousands of dollars)
ASSETS
 
 
 
 
Current assets
 
 
 
 
Cash and cash equivalents
 
$
154,257

 
$
133,750

Accounts receivable, net—Westlake
 
44,035

 
18,529

Accounts receivable, net—third parties
 
14,479

 
37,520

Inventories
 
3,272

 
6,634

Prepaid expenses and other current assets
 
382

 
212

Total current assets
 
216,425

 
196,645

Property, plant and equipment, net
 
962,221

 
842,057

Other assets, net
 
46,542

 
57,733

Total assets
 
$
1,225,188

 
$
1,096,435

 
 
 
 
 
LIABILITIES AND EQUITY
 
 
 
 
Current liabilities (accounts payable and accrued liabilities)
 
$
56,511

 
$
31,984

Long-term debt payable to Westlake
 
330,495

 
227,638

Other liabilities
 
1,708

 
1,863

Total liabilities
 
388,714

 
261,485

Common unitholders—public
 
293,282

 
290,377

Common unitholder—Westlake
 
4,360

 
4,038

Subordinated unitholder—Westlake
 
38,528

 
35,681

General partner—Westlake
 
(242,572
)
 
(242,572
)
Accumulated other comprehensive loss
 
(173
)
 

Total Westlake Chemical Partners LP partners' capital
 
93,425

 
87,524

Noncontrolling interest in OpCo
 
743,049

 
747,426

Total equity
 
836,474

 
834,950

Total liabilities and equity
 
$
1,225,188

 
$
1,096,435


iv




WESTLAKE CHEMICAL PARTNERS LP ("WESTLAKE PARTNERS")
COMBINED AND CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
 
Nine Months Ended September 30,
 
 
2015
 
2014 (1)(2)
 
 
 
 
 
 
 
(In thousands of dollars)
Cash flows from operating activities
 
 
 
 
Net income
 
$
262,678

 
$
415,891

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Depreciation and amortization
 
60,637

 
58,501

Other balance sheet changes
 
7,888

 
11,598

Net cash provided by operating activities
 
331,203

 
485,990

Cash flows from investing activities
 
 
 
 
Additions to property, plant and equipment
 
(152,572
)
 
(144,348
)
Settlements of derivative instruments
 

 
(133
)
Net cash used for investing activities
 
(152,572
)
 
(144,481
)
Cash flows from financing activities
 
 
 
 
Proceeds from debt payable to Westlake
 
238,198

 
141,161

Repayment of debt payable to Westlake
 
(135,341
)
 

Repayment of debt payable to Westlake with proceeds from the initial public offering
 

 
(78,940
)
Net proceeds from issuance of common units
 

 
286,088

Proceeds from initial public offering distributed to Westlake
 

 
(151,729
)
Net distributions to Westlake prior to initial public offering
 

 
(448,101
)
Quarterly distributions to noncontrolling interest retained in OpCo by Westlake
 
(238,009
)
 

Quarterly distributions to unitholders
 
(22,972
)
 

Net cash used for financing activities
 
(158,124
)
 
(251,521
)
Net increase in cash and cash equivalents
 
20,507

 
89,988

Cash and cash equivalents at beginning of period
 
133,750

 

Cash and cash equivalents at end of period
 
$
154,257

 
$
89,988

_____________
(1)
Westlake Partners' initial public offering ("IPO") was on August 4, 2014.
(2)
Includes the amounts for the pre-IPO period from January 1, 2014 through August 3, 2014 and post-IPO period from August 4, 2014 through September 30, 2014.

v




WESTLAKE CHEMICAL PARTNERS LP ("WESTLAKE PARTNERS")
RECONCILIATIONS OF MLP DISTRIBUTABLE CASH FLOW TO NET INCOME
AND NET CASH PROVIDED BY OPERATING ACTIVITIES
(Unaudited)


 
 
Three Months Ended June 30,
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2015
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
 
 
 
 
 
(In thousands of dollars)
MLP distributable cash flow (1)
 
$
9,235

 
$
9,475

 
$
5,265

 
$
27,671

 
$
5,265

Add:
 
 
 
 
 
 
 

 
 
Distributable cash flow attributable to
  noncontrolling interests in OpCo (1)
 
68,908

 
72,833

 
51,652

 
225,565

 
51,652

Net income attributable to the
  Predecessor for the period prior to
  August 4, 2014
 

 

 
63,616

 

 
361,334

Maintenance capital expenditures (1)
 
22,515

 
18,145

 
5,839

 
48,946

 
5,839

Contribution to turnaround reserves (1)
 
6,977

 
7,035

 
4,484

 
21,133

 
4,484

Less:
 
 
 
 
 
 
 


 
 
Depreciation and amortization (1)
 
(20,392
)
 
(20,442
)
 
(12,683
)
 
(60,637
)
 
(12,683
)
Net income for the period
 
87,243

 
87,046

 
118,173

 
262,678

 
415,891

Depreciation and amortization
 
20,392

 
20,442

 
19,219

 
60,637

 
58,501

Other balance sheet changes
 
9,029

 
(6,184
)
 
(30,323
)
 
7,888

 
11,598

Net cash provided by operating activities
 
$
116,664

 
$
101,304

 
$
107,069

 
$
331,203

 
$
485,990

_____________
(1)
Westlake Partners' initial public offering was on August 4, 2014. The 2014 balances include amounts for the period from August 4, 2014 through September 30, 2014 only.


vi