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Section 1: 8-K (8-K)

Document


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): May 2, 2019

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))

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. ◻










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
 







Item 2.02. Results of Operations and Financial Condition.
On May 2, 2019, Westlake Chemical Partners LP (the "Partnership") issued a press release announcing its 2019 first quarter 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 May 2, 2019 to discuss its 2019 first 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 May 2, 2019.






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:
May 2, 2019
 
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 First Quarter 2019 Results
Acquired additional 4.5% ownership interest in Westlake Chemical OpCo LP
Quarterly net income attributable to the Partnership of $15.0 million; MLP distributable cash flow of $17.6 million
Increased quarterly cash distribution by 2.9% sequentially, or 12% compared to the first quarter 2018 distribution, to $0.4452 per unit, the 17th 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 $15.0 million, or $0.46 per limited partner unit, for the three months ended March 31, 2019, an increase of $2.7 million compared to first quarter 2018 net income attributable to the Partnership of $12.3 million. The increase in net income was primarily attributable to the Partnership's increased ownership interest in Westlake Chemical OpCo LP ("OpCo"), effective January 1, 2019. Cash flows from operating activities in the first quarter of 2019 were $113.5 million, an increase of $7.3 million compared to first quarter 2018 cash flows from operating activities of $106.2 million. This increase is primarily attributable to decreases in working capital at OpCo, partially offset by lower margins on OpCo's third party sales volumes, as compared to the prior-year period. For the three months ended March 31, 2019, MLP distributable cash flow of $17.6 million increased by $3.1 million from first quarter 2018 MLP distributable cash flow of $14.5 million. This increase was primarily due to the increased ownership interest in OpCo, partially offset by higher maintenance capital expenditures.
First quarter 2019 net income attributable to the Partnership of $15.0 million increased by $3.1 million from fourth quarter 2018 net income attributable to the Partnership of $11.9 million, primarily due to the increased ownership interest in OpCo, partially offset by lower production at OpCo. First quarter 2019 cash flows from operating activities of $113.5 million increased $7.4 million compared to fourth quarter 2018 cash flows from operating activities of $106.1 million, primarily due to a reduction in working capital, partially offset by lower production at OpCo. First quarter 2019 MLP distributable cash flow of $17.6 million increased by $3.1 million compared to fourth quarter 2018 MLP distributable cash flow of $14.5 million, primarily due to the increased in ownership of OpCo partially offset by lower production and higher maintenance capital expenditures at OpCo.
On March 27, 2019, the Board of Directors of Westlake Chemical Partners GP LLC announced that it had agreed to acquire an additional 4.5% limited partner interest in OpCo on a fully diluted basis for approximately $201.4 million. The Partnership financed the acquisition with borrowings under its revolving credit facility and the proceeds of a private placement of 2,940,818 common units. The acquisition increased the Partnership's limited partner interest in OpCo to approximately 22.8% and represented the third purchase of additional interests in OpCo by the Partnership since the Partnership's initial public offering. The acquisition was effective January 1, 2019 and was immediately accretive to the Partnership's distributable cash flow.
On April 30, 2019, the Board of Directors of Westlake Chemical Partners GP LLC announced a quarterly distribution with respect to the first quarter of 2019 of $0.4452 per unit to be payable on May 28, 2019 to unitholders of record as of May 13, 2019. The first quarter 2019 distribution increased by 12% compared to the first quarter 2018 distribution and by 2.9% compared to the fourth quarter 2018 distribution. MLP distributable cash flow provided trailing twelve-month coverage of 1.12x the declared distributions for the first 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.

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"With the third dropdown transaction of interest in OpCo into the Partnership, coupled with strong operational and financial performance in the first quarter of 2019, we have laid the ground work for a milestone year for the Partnership. This mutually beneficial transaction demonstrates the strong, long-term alignment of the Partnership and Westlake Chemical," said Albert Chao, President and Chief Executive Officer. "This quarter we increased our distribution for the seventeenth consecutive quarter on MLP distributable cash flow of $17.6 million. We are continuing to evaluate all opportunities available to further grow our cash flows and continue long-term distribution growth to our unitholders."
The statements in this release and the related teleconference relating to matters that are not historical facts, such as those with respect to the potential for future growth of cash flows and distributions 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.

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Use of Non-GAAP Financial Measures
The body of accounting principles generally accepted in the United States is commonly referred to as "GAAP." 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. The non-GAAP financial measures described in this Form 10-Q are not substitutes for the GAAP measures of earnings and cash flows. We use each of MLP distributable cash flow and EBITDA to analyze our performance. We define distributable cash flow as net income plus depreciation, amortization and disposition of property, plant and equipment, less contributions for turnaround reserves, maintenance capital expenditures and mark-to-market adjustment on derivative contracts. 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. We believe that the presentation of MLP distributable cash flow and EBITDA provides useful information to investors in assessing our financial condition and results of operations. The GAAP measures most directly comparable to MLP distributable cash flow are net income and net cash provided by operating activities. MLP distributable cash flow should not be considered as an alternative to GAAP net income or net cash provided by operating activities. MLP distributable cash flow has important limitations as an analytical tool because it excludes some but not all items that affect net income and net cash provided by operating activities. The GAAP measures most directly comparable to EBITDA are net income, income from operations and net cash provided by operating activities, but EBITDA should not be considered an alternative to such GAAP measures. EBITDA has important limitations as an analytical tool because it excludes (1) interest expense, which is a necessary element of our costs and ability to generate revenues because we have borrowed money to finance our operations, (2) depreciation, which is a necessary element of our costs and ability to generate revenues because we use capital assets and (3) income taxes, which is a necessary element of our operations in the jurisdictions we operate in. MLP distributable cash flow and EBITDA should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.
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 an 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' first quarter 2019 results will be held Thursday, May 2, 2019 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 888 02 96.
A replay of the conference call will be available beginning two hours after its conclusion until 11:59 p.m. Eastern Time on May 9, 2019. To hear a replay, dial (855) 859-2056 or (404) 537-3406 for international callers. The replay passcode is 888 02 96.
The conference call will also be available via webcast at: https://edge.media-server.com/m6/p/htfmr93q and the earnings release can be obtained via the Partnership web page at: http://investors.wlkpartners.com/CorporateProfile.

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WESTLAKE CHEMICAL PARTNERS LP ("WESTLAKE PARTNERS")
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 
 
Three Months Ended March 31,
 
 
2019
 
2018
 
 
 
 
 
 
 
(In thousands of dollars, except per unit data)
Revenue
 
 
 
 
Net sales—Westlake Chemical Corporation ("Westlake")
 
$
257,040

 
$
235,031

Net co-product, ethylene and other sales—third parties
 
42,046

 
49,241

Total net sales
 
299,086

 
284,272

Cost of sales
 
208,432

 
191,767

Gross profit
 
90,654

 
92,505

Selling, general and administrative expenses
 
6,973

 
7,133

Income from operations
 
83,681

 
85,372

Other income (expense)
 
 
 
 
Interest expense—Westlake
 
(5,900
)
 
(4,866
)
Other income, net
 
815

 
491

Income before income taxes
 
78,596

 
80,997

Income tax provision
 
200

 
283

Net income
 
78,396

 
80,714

Less: Net income attributable to noncontrolling interests in Westlake Chemical OpCo LP ("OpCo")
 
63,441

 
68,419

Net income attributable to Westlake Partners
 
$
14,955

 
$
12,295

 
 
 
 
 
Net income per limited partners unit attributable to Westlake Partners (basic and diluted)
 
 
 
 
Common units
 
$
0.46

 
$
0.36

 
 
 
 
 
Distributions declared per unit
 
$
0.4452

 
$
0.3975

 
 
 
 
 
MLP distributable cash flow
 
$
17,555

 
$
14,510

 
 
 
 
 
Distributions declared
 
 
 
 
Limited partner units—publicly and privately held
 
$
9,379

 
$
7,201

Limited partner units—Westlake
 
6,287

 
5,613

Incentive distribution rights
 

 
733

Total distributions declared
 
$
15,666

 
$
13,547

EBITDA
 
$
111,340

 
$
113,561


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WESTLAKE CHEMICAL PARTNERS LP
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
 
 
March 31,
2019
 
December 31,
2018
 
 
 
 
 
 
 
(In thousands of dollars)
ASSETS
 
 
 
 
Current assets
 
 
 
 
Cash and cash equivalents
 
$
84,615

 
$
19,744

Receivable under the Investment Management Agreement—Westlake Chemical
   Corporation ("Westlake")
 
276,501

 
148,956

Accounts receivable, net—Westlake
 
47,626

 
57,280

Accounts receivable, net—third parties
 
15,495

 
16,404

Inventories
 
4,171

 
4,388

Prepaid expenses and other current assets
 
251

 
370

Total current assets
 
428,659

 
247,142

Property, plant and equipment, net
 
1,138,434

 
1,148,265

Other assets, net
 
64,180

 
66,718

Total assets
 
$
1,631,273

 
$
1,462,125

 
 
 
 
 
LIABILITIES AND EQUITY
 
 
 
 
Current liabilities (accounts payable and accrued liabilities)
 
$
47,258

 
$
48,772

Long-term debt payable to Westlake
 
601,119

 
477,608

Other liabilities
 
2,949

 
1,664

Total liabilities
 
651,326

 
528,044

Common unitholders—publicly and privately held
 
473,119

 
409,608

Common unitholder—Westlake
 
49,195

 
48,774

General partner—Westlake
 
(242,572
)
 
(242,572
)
Total Westlake Partners partners' capital
 
279,742

 
215,810

Noncontrolling interest in OpCo
 
700,205

 
718,271

Total equity
 
979,947

 
934,081

Total liabilities and equity
 
$
1,631,273

 
$
1,462,125


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WESTLAKE CHEMICAL PARTNERS LP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
 
Three Months Ended March 31,
 
 
2019
 
2018
 
 
 
 
 
 
 
(In thousands of dollars)
Cash flows from operating activities
 
 
 
 
Net income
 
$
78,396

 
$
80,714

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Depreciation and amortization
 
26,844

 
27,698

Other balance sheet changes
 
8,259

 
(2,190
)
Net cash provided by operating activities
 
113,499

 
106,222

Cash flows from investing activities
 
 
 
 
Additions to property, plant and equipment
 
(12,144
)
 
(9,679
)
Maturities of investments with Westlake under the Investment Management Agreement
 
80,000

 
112,000

Investments with Westlake under the Investment Management Agreement
 
(207,512
)
 
(110,000
)
Other
 
46

 

Net cash used for investing activities
 
(139,610
)
 
(7,679
)
Cash flows from financing activities
 
 
 
 
Proceeds from private placement of common units
 
62,934

 

Proceeds from debt payable to Westlake
 
123,512

 
3,648

Quarterly distributions to noncontrolling interest retained in OpCo by Westlake
 
(81,507
)
 
(91,148
)
Quarterly distributions to unitholders
 
(13,957
)
 
(13,071
)
Net cash provided by (used for) financing activities
 
90,982

 
(100,571
)
Net increase (decrease) in cash and cash equivalents
 
64,871

 
(2,028
)
Cash and cash equivalents at beginning of period
 
19,744

 
27,008

Cash and cash equivalents at end of period
 
$
84,615

 
$
24,980



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WESTLAKE CHEMICAL PARTNERS LP
RECONCILIATION OF MLP DISTRIBUTABLE CASH FLOW TO NET INCOME
AND NET CASH PROVIDED BY OPERATING ACTIVITIES
(Unaudited)
 
 
Three Months Ended December 31,
 
Three Months Ended March 31,
 
 
2018
 
2019
 
2018
 
 
(In thousands of dollars)
 
 
 
 
 
 
 
Net cash provided by operating activities
 
$
106,147

 
$
113,499

 
$
106,222

Changes in operating assets and liabilities and other
 
(24,565
)
 
(35,103
)
 
(25,508
)
Net Income
 
81,582

 
78,396

 
80,714

Add:
 
 
 
 
 
 
Depreciation, amortization and disposition of property, plant and
   equipment
 
27,922

 
27,302

 
28,265

Mark-to-market adjustment gain on derivative contracts
 
62

 
(715
)
 

Less:
 
 
 
 
 
 
Contribution to turnaround reserves
 
(4,238
)
 
(3,848
)
 
(4,148
)
Maintenance capital expenditures
 
(9,297
)
 
(11,320
)
 
(7,979
)
Incentive distribution rights
 

 

 
(733
)
Distributable cash flow attributable to noncontrolling interest in OpCo
 
(81,507
)
 
(72,260
)
 
(81,609
)
MLP distributable cash flow
 
$
14,524

 
$
17,555

 
$
14,510



vii



WESTLAKE CHEMICAL PARTNERS LP
RECONCILIATION OF EBITDA TO NET INCOME, INCOME FROM OPERATIONS AND NET CASH
PROVIDED BY OPERATING ACTIVITIES
(Unaudited)
 
 
Three Months Ended December 31,
 
Three Months Ended March 31,
 
 
2018
 
2019
 
2018
 
 
(In thousands of dollars)
 
 
 
 
 
 
 
Net cash provided by operating activities
 
$
106,147

 
$
113,499

 
$
106,222

Changes in operating assets and liabilities and other
 
(24,565
)
 
(35,103
)
 
(25,508
)
Net Income
 
81,582

 
78,396

 
80,714

Less:
 
 
 
 
 
 
Other income, net
 
715

 
815

 
491

Interest expense
 
(5,381
)
 
(5,900
)
 
(4,866
)
Income tax provision
 
(208
)
 
(200
)
 
(283
)
Income from operations
 
86,456

 
83,681

 
85,372

Add:
 
 
 
 
 
 
Depreciation and amortization
 
26,666

 
26,844

 
27,698

Other income, net
 
715

 
815

 
491

EBITDA
 
$
113,837

 
$
111,340

 
$
113,561



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