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Section 1: 8-K (8-K)

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false0001604665 0001604665 2020-02-18 2020-02-18


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 18, 2020

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: (713585-2900

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 18, 2020, Westlake Chemical Partners LP (the "Partnership") issued a press release announcing its 2019 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 18, 2020 to discuss its 2019 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 18, 2020.
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 18, 2020
 
By:
/S/ ALBERT CHAO
 
 
 
 
Albert Chao
President and Chief Executive Officer





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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit


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 and Full Year 2019 Results
Record annual net income attributable to the Partnership of $61.0 million; record annual MLP distributable cash flow of $73.2 million
Record annual production at OpCo
Increased quarterly cash distribution in the fourth quarter by 1.5% sequentially, or 6% annualized, compared to the third quarter 2019 distribution, to $0.4714 per unit, the 20th consecutive quarterly increase in distributions
HOUSTON--(BUSINESS WIRE)--Westlake Chemical Partners LP (NYSE: WLKP) (the "Partnership") today reported net income attributable to the Partnership of $17.4 million, or $0.49 per limited partner unit, for the three months ended December 31, 2019, an increase of $5.5 million compared to fourth quarter 2018 net income attributable to the Partnership of $11.9 million. The increase in net income attributable to the Partnership was primarily due to the Partnership's increased ownership interest in Westlake Chemical OpCo LP ("OpCo") resulting from the acquisition of an additional 4.5% interest in OpCo in the first quarter of 2019 (the "Acquisition"), and higher third party sales margins. Cash flows from operating activities in the fourth quarter of 2019 were $115.7 million, an increase of $9.6 million compared to fourth quarter 2018 cash flows from operating activities of $106.1 million. This increase in cash flows from operating activities was primarily due to higher production volumes at OpCo and a decrease in working capital. For the three months ended December 31, 2019, MLP distributable cash flow of $18.8 million increased by $4.3 million from fourth quarter 2018 MLP distributable cash flow of $14.5 million. This increase was primarily due to the Acquisition and higher third party sales margins.
Fourth quarter 2019 net income attributable to the Partnership of $17.4 million increased by $2.5 million from third quarter 2019 net income attributable to the Partnership of $14.9 million, primarily due to increased production at OpCo and higher third party sales margins. Fourth quarter 2019 cash flows from operating activities of $115.7 million decreased by $5.8 million compared to third quarter 2019 cash flows from operating activities of $121.5 million, primarily due to an increase in working capital. Fourth quarter 2019 MLP distributable cash flow of $18.8 million decreased by $1.7 million compared to third quarter 2019 MLP distributable cash flow of $20.5 million, primarily due to higher maintenance capital spending, partially offset by higher third party sales margins and production volumes.
Net income attributable to the Partnership of $61.0 million, or $1.77 per limited partner unit, for the full year 2019 increased by $11.7 million compared to 2018 net income attributable to the Partnership of $49.3 million. The increase in net income attributable to the Partnership as compared to the prior year was primarily due to the Acquisition and higher third party sales margins, partially offset by higher interest expenses attributable to the Partnership. Cash flows from operating activities in the twelve months ended December 31, 2019 were $450.8 million, an increase of $14.6 million compared to 2018 cash flows from operating activities of $436.2 million, primarily due to a reduction in working capital. For the twelve months ended December 31, 2019, MLP distributable cash flow of $73.2 million increased by $13.2 million compared to 2018 MLP distributable cash flow of $60.0 million. The increase in MLP distributable cash flow versus the prior-year was primarily due to the Acquisition, record production at OpCo and higher third party sales margins, partially offset by maintenance capital expenditures.

i



"We are pleased with the Partnership's record operational and financial performance. In 2019, we completed the third dropdown of interest in OpCo into the Partnership and achieved record income and distributable cash flow. As we enter 2020, we continue to reap benefits of the investments made to grow our earnings, cash flows and production while continuing to strengthen the Partnership," said Albert Chao, President and Chief Executive Officer. "Anchored by a strong relationship with our sponsor, Westlake Chemical, we will continue to take steps to maximize long-term value to unitholders. This quarter we increased our distribution for the 20th consecutive quarter, sustaining our top-tier distribution growth rate while continuing to deliver on our objective of reducing our reliance on the equity markets to align with our future capital requirements. As we navigate evolving market conditions, we continue to evaluate potential opportunities via our four levers of growth, including organic expansions of our current ethylene facilities, continuation of periodic dropdowns of interest in OpCo, acquisitions of other qualified income streams and a higher fixed-margin in our Ethylene Sales Agreement with Westlake. We are excited about continuing to deliver growth and long-term value to our unitholders."
On January 27, 2020, the Partnership announced that the Board of Directors of Westlake Chemical Partners GP LLC had approved a quarterly distribution for the fourth quarter of 2019 of $0.4714 per unit to be payable on February 18, 2020 to unitholders of record as of February 3, 2020. The fourth quarter 2019 distribution increased by 1.5% compared to the third quarter 2019 distribution, or by 6.0% on an annualized basis. MLP distributable cash flow provided trailing twelve-month coverage of 1.13x the declared distributions for the fourth quarter of 2019.
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 potential future growth of cash flows and distributions, taking steps to maximize long-term value to unitholders, potential organic expansions of our current ethylene facilities, potential continuation of periodic dropdowns of OpCo into the MLP, potential acquisitions of other qualified income streams, a potential higher fixed margin in our Ethylene Sales Agreement with Westlake, and delivery of growth and long-term value to our unitholders 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, 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 of Westlake Chemical 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, 2018, which was filed with the SEC in March 2019.
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.


ii



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 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. generally accepted accounting principles ("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'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.

Westlake Chemical Partners LP
Westlake Chemical Partners is a limited partnership formed by Westlake Chemical 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 2019 results will be held Tuesday, February 18, 2020 at 12:00 PM Eastern Time (11:00 AM Central Time). To access the conference call, dial (855) 765-5686 or (234) 386-2848 for international callers, approximately 10 minutes prior to the scheduled start time and reference passcode 567 93 02.
A replay of the conference call will be available beginning two hours after its conclusion until 11:59 p.m. Eastern Time on Tuesday, February 25, 2020. To hear a replay, dial (855) 859-2056 or (404) 537-3406 for international callers. The replay passcode is 567 93 02.
The conference call will also be available via webcast at: https://edge.media-server.com/mmc/p/riphu4nv and the earnings release can be obtained via the Partnership web page at: http://investors.wlkpartners.com/CorporateProfile.


iii




WESTLAKE CHEMICAL PARTNERS LP ("WESTLAKE PARTNERS")
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 
 
Three Months Ended December 31,
 
Twelve Months Ended December 31,
 
 
2019
 
2018
 
2019
 
2018
 
 
 
 
 
 
 
 
 
 
 
(In thousands of dollars, except per unit data)
Revenue
 
 
 
 
 
 
 
 
Net sales—Westlake Chemical Corporation ("Westlake")
 
$
233,860

 
$
272,872

 
$
937,625

 
$
1,074,957

Net co-product, ethylene and other sales—third parties
 
38,938

 
62,853

 
154,246

 
210,665

Total net sales
 
272,798

 
335,725

 
1,091,871

 
1,285,622

Cost of sales
 
169,201

 
242,096

 
712,443

 
908,463

Gross profit
 
103,597

 
93,629

 
379,428

 
377,159

Selling, general and administrative expenses
 
7,844

 
7,173

 
29,278

 
27,590

Income from operations
 
95,753

 
86,456

 
350,150

 
349,569

Other income (expense)
 
 
 
 
 
 
 
 
Interest expense—Westlake
 
(4,187
)
 
(5,381
)
 
(19,623
)
 
(21,433
)
Other income, net
 
563

 
715

 
3,096

 
2,457

Income before income taxes
 
92,129

 
81,790

 
333,623

 
330,593

Provision for income taxes
 
219

 
208

 
728

 
22

Net income
 
91,910

 
81,582

 
332,895

 
330,571

Less: Net income attributable to noncontrolling interests in Westlake Chemical OpCo LP ("OpCo")
 
74,539

 
69,699

 
271,914

 
281,224

Net income attributable to Westlake Partners
 
$
17,371

 
$
11,883

 
$
60,981

 
$
49,347

 
 
 
 
 
 
 
 
 
Net income per limited partner unit attributable to Westlake Partners (basic and diluted)
 
 
 
 
 
 
 
 
Common units
 
$
0.49

 
$
0.37

 
$
1.77

 
$
1.51

 
 
 
 
 
 
 
 
 
Distributions declared per unit
 
$
0.4714

 
$
0.4328

 
$
1.8391

 
$
1.6598

 
 
 
 
 
 
 
 
 
MLP distributable cash flow
 
$
18,752

 
$
14,524

 
$
73,181

 
$
60,024

 
 
 
 
 
 
 
 
 
Distribution declared
 
 
 
 
 
 
 
 
Limited partner units—public and privately held
 
$
9,934

 
$
7,845

 
$
38,746

 
$
30,077

Limited partner units—Westlake
 
6,657

 
6,112

 
25,972

 
23,439

Incentive distribution rights
 

 

 

 
733

Total distribution declared
 
$
16,591

 
$
13,957

 
$
64,718

 
$
54,249

EBITDA
 
$
123,254

 
$
113,837

 
$
460,566

 
$
460,868


iv




WESTLAKE CHEMICAL PARTNERS LP
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
 
 
December 31,
2019
 
December 31,
2018
 
 
 
 
 
 
 
(In thousands of dollars)
ASSETS
 
 
 
 
Current assets
 
 
 
 
Cash and cash equivalents
 
$
19,923

 
$
19,744

Receivable under the Investment Management Agreement—
Westlake Chemical Corporation ("Westlake")
 
162,773

 
148,956

Accounts receivable, net—Westlake
 
42,847

 
57,280

Accounts receivable, net—third parties
 
9,914

 
16,404

Inventories
 
2,484

 
4,388

Prepaid expenses and other current assets
 
470

 
370

Total current assets
 
238,411

 
247,142

Property, plant and equipment, net
 
1,102,995

 
1,148,265

Other assets, net
 
52,050

 
66,718

Total assets
 
$
1,393,456

 
$
1,462,125

 
 
 
 
 
LIABILITIES AND EQUITY
 
 
 
 
Current liabilities (accounts payable and accrued liabilities)
 
$
38,849

 
$
48,772

Long-term debt payable to Westlake
 
399,674

 
477,608

Other liabilities
 
2,798

 
1,664

Total liabilities
 
441,321

 
528,044

Common unitholders—public and privately held
 
471,736

 
409,608

Common unitholder—Westlake
 
48,350

 
48,774

General partner—Westlake
 
(242,572
)
 
(242,572
)
Total Westlake Partners partners' capital
 
277,514

 
215,810

Noncontrolling interest in OpCo
 
674,621

 
718,271

Total equity
 
952,135

 
934,081

Total liabilities and equity
 
$
1,393,456

 
$
1,462,125


v




WESTLAKE CHEMICAL PARTNERS LP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
 
Twelve Months Ended December 31,
 
 
2019
 
2018
 
 
 
 
 
 
 
(In thousands of dollars)
Cash flows from operating activities
 
 
 
 
Net income
 
$
332,895

 
$
330,571

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Depreciation and amortization
 
107,320

 
108,842

Other balance sheet changes
 
10,592

 
(3,262
)
Net cash provided by operating activities
 
450,807

 
436,151

Cash flows from investing activities
 
 
 
 
Additions to property, plant and equipment
 
(43,707
)
 
(39,862
)
Maturities of investments with Westlake under the Investment Management Agreement
 
515,445

 
372,050

Investments with Westlake under the Investment Management Agreement
 
(529,445
)
 
(384,000
)
Net cash used for investing activities
 
(57,707
)
 
(51,812
)
Cash flows from financing activities
 
 
 
 
Net proceeds from common unit offering
 
62,661

 

Proceeds from debt payable to Westlake
 
123,511

 
3,648

Repayment of debt payable to Westlake
 
(201,445
)
 

Quarterly distributions to noncontrolling interest retained in OpCo by Westlake
 
(315,564
)
 
(341,888
)
Quarterly distributions to unitholders
 
(62,084
)
 
(53,363
)
Net cash used for financing activities
 
(392,921
)
 
(391,603
)
Net increase (decrease) in cash and cash equivalents
 
179

 
(7,264
)
Cash and cash equivalents at beginning of the year
 
19,744

 
27,008

Cash and cash equivalents at end of the year
 
$
19,923

 
$
19,744



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,
 
 
2019
 
2019
 
2018
 
2019
 
2018
 
 
(In thousands of dollars)
 
 
 
 
 
 
 
 
 
 
 
Net cash provided by operating activities
 
$
121,482

 
$
115,653

 
$
106,147

 
$
450,807

 
$
436,151

Changes in operating assets and liabilities and other
 
(39,003
)
 
(23,743
)
 
(24,565
)
 
(117,912
)
 
(105,580
)
Net Income
 
82,479

 
91,910

 
81,582

 
332,895

 
330,571

Add:
 
 
 
 
 
 
 
 
 
 
Depreciation, amortization and disposition of property, plant and equipment
 
26,582

 
27,048

 
27,922

 
107,835

 
110,691

Mark-to-market adjustment loss (gain) on derivative contracts
 
7,195

 
(5,695
)
 
62

 
1,301

 
62

Less:
 
 
 
 
 
 
 
 
 
 
Contribution to turnaround reserves
 
(3,932
)
 
(3,961
)
 
(4,238
)
 
(15,630
)
 
(16,840
)
Maintenance capital expenditures
 
(5,568
)
 
(11,327
)
 
(9,297
)
 
(39,940
)
 
(31,481
)
Incentive distribution rights
 

 

 

 

 
(733
)
Distributable cash flow attributable to noncontrolling interest in OpCo
 
(86,304
)
 
(79,223
)
 
(81,507
)
 
(313,280
)
 
(332,246
)
MLP distributable cash flow
 
$
20,452

 
$
18,752

 
$
14,524

 
$
73,181

 
$
60,024



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,
 
 
2019
 
2019
 
2018
 
2019
 
2018
 
 
(In thousands of dollars)
 
 
 
 
 
 
 
 
 
 
 
Net cash provided by operating activities
 
$
121,482

 
$
115,653

 
$
106,147

 
$
450,807

 
$
436,151

Changes in operating assets and liabilities and other
 
(39,003
)
 
(23,743
)
 
(24,565
)
 
(117,912
)
 
(105,580
)
Net Income
 
82,479

 
91,910

 
81,582

 
332,895

 
330,571

Less:
 
 
 
 
 
 
 
 
 
 
Other income, net
 
565

 
563

 
715

 
3,096

 
2,457

Interest expense
 
(4,411
)
 
(4,187
)
 
(5,381
)
 
(19,623
)
 
(21,433
)
Provision for income taxes
 
(72
)
 
(219
)
 
(208
)
 
(728
)
 
(22
)
Income from operations
 
86,397

 
95,753

 
86,456

 
350,150

 
349,569

Add:
 
 
 
 
 
 
 
 
 
 
Depreciation and amortization
 
26,681

 
26,938

 
26,666

 
107,320

 
108,842

Other income, net
 
565

 
563

 
715

 
3,096

 
2,457

EBITDA
 
$
113,643

 
$
123,254

 
$
113,837

 
$
460,566

 
$
460,868



viii
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