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): February 21, 2023

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	77056
Houston,	Texas
(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common units representing limited partnership interests	WLKP	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On February 21, 2023, Westlake Chemical Partners LP (the "Partnership") issued a press release announcing its 2022 fourth quarter and full year results. 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 February 21, 2023 to discuss its 2022 fourth quarter and full year 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 February 21, 2023.

104    The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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:	February 21, 2023	By:	/S/ ALBERT CHAO
			Albert Chao President and Chief Executive Officer

EX-99.1

EXHIBIT 99.1

WESTLAKE CHEMICAL PARTNERS LP

Contact—(713) 585-2900

Investors—Steve Bender

Media—L. Benjamin Ederington

Westlake Chemical Partners LP Announces Fourth Quarter 2022 Results

•Declared quarterly distribution of $0.4714 per unit; 34th consecutive quarterly distribution

HOUSTON--(BUSINESS WIRE)--Westlake Chemical Partners LP (NYSE: WLKP) (the "Partnership") today reported net income attributable to the Partnership in the fourth quarter of 2022 of $16.8 million, or $0.48 per limited partner unit, a decrease of $12.7 million compared to fourth quarter 2021 net income of $29.5 million. Net income in the fourth quarter of 2021 benefitted from a $32 million buyer deficiency fee resulting from an unplanned outage related to the Petro 2 turnaround at Westlake Chemical OpCo, LP ("OpCo"). The decrease in net income in the fourth quarter of 2022 when compared to the prior-year period was a result of a lower buyer deficiency fee of $10 million recorded in the period as well as higher interest expense, partially offset by higher production at OpCo. Cash flows from operating activities in the fourth quarter of 2022 were $122.6 million, an increase of $100.7 million compared to fourth quarter 2021 cash flows from operating activities of $21.9 million, due to higher production at OpCo as well as cash flows from operations in the fourth quarter of 2021 being impacted by expenditures related to OpCo's Petro 2 turnaround. For the three months ended December 31, 2022, MLP distributable cash flow was $20.3 million, an increase of $5.0 million compared to fourth quarter 2021 MLP distributable cash flow of $15.3 million. The increase in MLP distributable cash flow and associated trailing twelve-month coverage ratio was primarily attributable to higher production and lower maintenance capital spending.

Fourth quarter 2022 net income attributable to the Partnership of $16.8 million increased by $2.0 million compared to third quarter 2022 net income of $14.8 million, primarily due to higher production volume, partially offset by higher interest expense. Fourth quarter 2022 cash flows from operating activities of $122.6 million increased by $7.1 million compared to third quarter 2022 cash flows from operating activities of $115.5 million due to higher production. Fourth quarter 2022 MLP distributable cash flow of $20.3 million increased by $3.6 million compared to third quarter 2022 MLP distributable cash flow of $16.7 million, primarily due to lower maintenance capital expenditures.

For the full year 2022, net income attributable to the Partnership of $64.2 million, or $1.82 per limited partner unit, decreased by $18.3 million compared to full year of 2021 net income attributable to the Partnership of $82.5 million. The decrease in net income attributable to the Partnership was primarily due to lower third-party sales margins, higher interest expense, and a lower buyer deficiency fee than in the prior-year period. Cash flows from operating activities for the full year of 2022 were $463.7 million, an increase of $55.3 million compared to the full year of 2021 cash flows from operating activities of $408.4 million. This increase in cash flows from operating activities was primarily due to higher production at OpCo, significantly lower turnaround expenditures, and the receipt of a prior-year receivable from Westlake. For the year ended December 31, 2022, MLP distributable cash flow was $75.9 million, an increase of $5.8 million compared to MLP distributable cash flow of $70.1 million for the year ended December 31, 2021.

"2022 presented its share of challenges including decades-high inflation, tighter monetary policy, and the highest feedstock and energy costs for U.S. ethylene producers since 2011. While each year brings new challenges, the Partnership's financial performance in 2022, supported by our sales agreement with Westlake, once again demonstrated the resiliency and consistency of its earnings and cash flows. This consistent cash flow enabled us to declare our 34th consecutive quarterly distribution payment and improve our twelve-month coverage ratio to 1.14x in 2022," said Albert Chao, President and Chief Executive Officer. "2023 will likely bring new challenges, such as the current low third-party ethylene sales margins and relatively high interest rates; however, despite these headwinds, the insulative attributes of the agreement with Westlake give us confidence in another year of solid performance and cash flows."

On January 23, 2023, the Partnership announced that the Board of Directors of Westlake Chemical Partners GP LLC had approved a quarterly distribution for the fourth quarter of 2022 of $0.4714 per unit to be payable on February 16, 2023 to unitholders of record as of February 2, 2023, representing the 34th consecutive quarterly distribution to our unitholders. MLP distributable cash flow provided trailing twelve-month coverage of 1.14x the declared distributions for the fourth quarter of 2022, which was an increase from the trailing twelve-month coverage ratio of 1.07x at the end of the third quarter of 2022.

i

OpCo's Ethylene Sales Agreement with Westlake is designed to provide for stable and predictable cash flows. The agreement provides that 95% of OpCo's ethylene production is sold to Westlake for a cash margin of $0.10 per pound, net of operating costs, maintenance capital expenditures and reserves for future turnaround expenditures.

The statements in this release and the related teleconference relating to matters that are not historical facts, such as those with respect to the ability to deliver value, returns, predictable cash flows and distributions to unitholders, the expectation that strong distributions will continue, and the nature of the sales agreement with Westlake, are forward-looking statements. These forward-looking statements are subject to significant risks and uncertainties. Actual results could differ materially, based on factors including, but not limited to, the COVID-19 pandemic and the response thereto; 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 feedstocks; changes in prevailing economic conditions; actions and commitments of Westlake Corporation; actions of third parties; inclement or hazardous weather conditions, including flooding, and the physical impacts of climate change; environmental hazards; 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; difficulty collecting receivables; inability of our customers to take delivery; fires, explosions or other industrial 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, 2021, which was filed with the SEC in March 2022, and Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, which was filed with the SEC in November 2022.

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.

Use of Non-GAAP Financial Measures

This release makes reference to certain "non-GAAP" financial measures, such as MLP distributable cash flow and EBITDA. For this purpose, a non-GAAP financial measure is generally defined by the Securities and Exchange Commission ("SEC") as a numerical measure of a registrant's historical or future financial performance, financial position or cash flows that (1) excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") in the statement of income, balance sheet or statement of cash flows (or equivalent statements) of the registrant; or (2) includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented. We report our financial results in accordance with U.S. GAAP, but believe that certain non-GAAP financial measures, such as MLP distributable cash flow and EBITDA, 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 U.S. GAAP. We define MLP distributable cash flow as distributable cash flow less distributable cash flow attributable to Westlake Corporation's noncontrolling interest in OpCo and distributions attributable to the incentive distribution rights holder. MLP distributable cash flow does not reflect changes in working capital balances. We define EBITDA as net income before interest expense, income taxes, depreciation and amortization. MLP distributable cash flow and EBITDA are non-GAAP supplemental financial measures that management and external users of our consolidated financial statements, such as industry analysts, investors, lenders and rating agencies, may use to assess our operating performance as compared to other publicly traded partnerships, our ability to incur and service debt and fund capital expenditures and the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities. Reconciliations of MLP distributable cash flow to net income and to net cash provided by operating activities and of EBITDA to net income, income from operations and net cash provided by operating activities can be found in the financial schedules at the end of this press release.

ii

Westlake Chemical Partners LP

Westlake Chemical Partners is a limited partnership formed by Westlake Corporation to operate, acquire and develop ethylene production facilities and other qualified assets. Headquartered in Houston, the Partnership owns a 22.8% interest in Westlake Chemical OpCo LP. Westlake Chemical OpCo LP's assets consist of three ethylene production facilities in Calvert City, Kentucky, and Lake Charles, Louisiana 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' fourth quarter 2022 results will be held Tuesday, February 21, 2023 at 1:00 PM Eastern Time (12:00 PM Central Time). To access the conference call, please register at: https://register.vevent.com/register/BI9783ef61b8b547ef9b507fc63dc0f073. A dial-in will be provided upon registration.

The conference call will also be available via webcast at:https://edge.media-server.com/mmc/p/n8a3yw3a and the earnings release can be obtained via the Partnership web page at: https://investors.wlkpartners.com/corporate-profile/default.aspx.

iii

WESTLAKE CHEMICAL PARTNERS LP ("WESTLAKE PARTNERS")

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended December 31,				Twelve Months Ended December 31,
	2022		2021		2022		2021
	(In thousands of dollars, except per unit data)
Revenue
Net sales—Westlake Corporation ("Westlake")	$	322,868	$	317,940	$	1,342,910	$	1,026,586
Net co-products, ethylene and other sales—third parties	43,971		12,516		250,237		188,272
Total net sales	366,839		330,456		1,593,147		1,214,858
Cost of sales	268,709		183,406		1,215,782		773,152
Gross profit	98,130		147,050		377,365		441,706
Selling, general and administrative expenses	2,854		6,284		29,678		31,018
Income from operations	95,276		140,766		347,687		410,688
Other income (expense)
Interest expense—Westlake	(4,704)		(2,166)		(13,407)		(8,816)
Other income, net	883		10		1,566		62
Income before income taxes	91,455		138,610		335,846		401,934
Provision for income taxes	195		216		1,017		549
Net income	91,260		138,394		334,829		401,385
Less: Net income attributable to noncontrolling interests in Westlake Chemical OpCo LP ("OpCo")	74,476		108,882		270,656		318,838
Net income attributable to Westlake Partners	$	16,784	$	29,512	$	64,173	$	82,547
Net income per limited partner unit attributable to Westlake Partners (basic and diluted)
Common units	$	0.48	$	0.84	$	1.82	$	2.34
Distributions declared per unit	$	0.4714	$	0.4714	$	1.8856	$	1.8856
MLP distributable cash flow	$	20,261	$	15,297	$	75,870	$	70,057
Distributions declared
Limited partner units—publicly and privately held	$	9,947	$	9,943	$	39,775	$	39,760
Limited partner units—Westlake	6,657		6,657		26,628		26,628
Total distributions declared	$	16,604	$	16,600	$	66,403	$	66,388
EBITDA	$	125,551	$	166,760	$	470,327	$	519,564

iv

WESTLAKE CHEMICAL PARTNERS LP

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	December 31,
	2022		2021
	(In thousands of dollars)
ASSETS
Current assets
Cash and cash equivalents	$	64,782	$	17,057
Receivable under the Investment Management Agreement—Westlake	64,996		106,243
Accounts receivable, net—Westlake	90,965		142,791
Accounts receivable, net—third parties	20,030		5,825
Inventories	4,715		8,898
Prepaid expenses and other current assets	305		396
Total current assets	245,793		281,210
Property, plant and equipment, net	990,213		1,043,539
Other assets, net	135,973		155,949
Total assets	$	1,371,979	$	1,480,698
LIABILITIES AND EQUITY
Current liabilities (accounts payable and accrued and other liabilities)	$	66,941	$	106,796
Long-term debt payable to Westlake	399,674		399,674
Other liabilities	1,656		1,530
Total liabilities	468,271		508,000
Common unitholders—publicly and privately held	480,643		481,796
Common unitholder—Westlake	53,859		54,754
General partner—Westlake	(242,572)		(242,572)
Total Westlake Partners partners' capital	291,930		293,978
Noncontrolling interest in OpCo	611,778		678,720
Total equity	903,708		972,698
Total liabilities and equity	$	1,371,979	$	1,480,698

v

WESTLAKE CHEMICAL PARTNERS LP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Twelve Months Ended December 31,
	2022		2021
	(In thousands of dollars)
Cash flows from operating activities
Net income	$	334,829	$	401,385
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	121,074		108,814
Net loss on disposition and other	5,063		3,922
Other balance sheet changes	2,770		(105,682)
Net cash provided by operating activities	463,736		408,439
Cash flows from investing activities
Additions to property, plant and equipment	(54,118)		(81,171)
Investments with Westlake under the Investment Management Agreement	(319,884)		(276,000)
Maturities of investments with Westlake under the Investment Management Agreement	362,000		293,000
Other	—		(130)
Net cash used for investing activities	(12,002)		(64,301)
Cash flows from financing activities
Proceeds from debt payable to Westlake	32,000		—
Repayment of debt payable to Westlake	(32,000)		—
Quarterly distributions to noncontrolling interest retained in OpCo by Westlake	(337,598)		(277,856)
Quarterly distributions to unitholders	(66,411)		(66,379)
Net cash used for financing activities	(404,009)		(344,235)
Net increase (decrease) in cash and cash equivalents	47,725		(97)
Cash and cash equivalents at beginning of the year	17,057		17,154
Cash and cash equivalents at end of the year	$	64,782	$	17,057

vi

WESTLAKE CHEMICAL PARTNERS LP

RECONCILIATION OF MLP DISTRIBUTABLE CASH FLOW TO NET INCOME

AND NET CASH PROVIDED BY OPERATING ACTIVITIES

(Unaudited)

	Three Months Ended September 30,		Three Months Ended December 31,				Twelve Months Ended December 31,
	2022		2022		2021		2022		2021
	(In thousands of dollars)
Net cash provided by operating activities	$	115,495	$	122,574	$	21,862	$	463,736	$	408,439
Changes in operating assets and liabilities and other	(37,190)		(31,314)		116,532		(128,907)		(7,054)
Net income	78,305		91,260		138,394		334,829		401,385
Add:
Depreciation, amortization and disposition of property, plant and equipment	30,349		29,711		28,442		125,781		113,032
Less:
Contribution to turnaround reserves	(7,323)		(7,364)		(44,500)		(29,175)		(80,090)
Maintenance capital expenditures	(14,348)		(7,077)		(46,350)		(45,249)		(87,783)
Distributable cash flow attributable to noncontrolling interest in OpCo	(70,249)		(86,269)		(60,689)		(310,316)		(276,487)
MLP distributable cash flow	$	16,734	$	20,261	$	15,297	$	75,870	$	70,057

vii

WESTLAKE CHEMICAL PARTNERS LP

RECONCILIATION OF EBITDA TO NET INCOME AND NET CASH

PROVIDED BY OPERATING ACTIVITIES

(Unaudited)

	Three Months Ended September 30,		Three Months Ended December 31,				Twelve Months Ended December 31,
	2022		2022		2021		2022		2021
	(In thousands of dollars)
Net cash provided by operating activities	$	115,495	$	122,574	$	21,862	$	463,736	$	408,439
Changes in operating assets and liabilities and other	(37,190)		(31,314)		116,532		(128,907)		(7,054)
Net income	78,305		91,260		138,394		334,829		401,385
Less:
Other income, net	618		883		10		1,566		62
Interest expense—Westlake	(3,645)		(4,704)		(2,166)		(13,407)		(8,816)
Provision for income taxes	(484)		(195)		(216)		(1,017)		(549)
Income from operations	81,816		95,276		140,766		347,687		410,688
Add:
Depreciation and amortization	29,391		29,392		25,984		121,074		108,814
Other income, net	618		883		10		1,566		62
EBITDA	$	111,825	$	125,551	$	166,760	$	470,327	$	519,564

viii

XML

Cover Page	Feb. 21, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 21, 2023
Entity Registrant Name	Westlake Chemical Partners LP
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36567
Entity Tax Identification Number	32-0436529
Entity Address, Address Line One	2801 Post Oak Boulevard,
Entity Address, Address Line Two	Suite 600
Entity Address, City or Town	Houston,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77056
City Area Code	713
Local Phone Number	585-2900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common units representing limited partnership interests
Trading Symbol	WLKP
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001604665
Amendment Flag	false