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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended September 30, 2015
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Transition Period from to
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Delaware
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32-0436529
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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x
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Item
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Page
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September 30,
2015 |
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December 31,
2014 |
||||
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||||
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(in thousands of dollars,
except unit amounts)
|
||||||
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ASSETS
|
|
|
|
|
||||
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Current assets
|
|
|
|
|
||||
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Cash and cash equivalents
|
|
$
|
154,257
|
|
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$
|
133,750
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Accounts receivable, net—Westlake Chemical Corporation ("Westlake")
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44,035
|
|
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18,529
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Accounts receivable, net—third parties
|
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14,479
|
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37,520
|
|
||
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Inventories
|
|
3,272
|
|
|
6,634
|
|
||
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Prepaid expenses and other current assets
|
|
382
|
|
|
212
|
|
||
|
Total current assets
|
|
216,425
|
|
|
196,645
|
|
||
|
Property, plant and equipment, net
|
|
962,221
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|
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842,057
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||
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Other assets, net
|
|
|
|
|
||||
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Goodwill
|
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5,814
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|
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5,814
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||
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Deferred charges and other assets, net
|
|
40,728
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|
|
51,919
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|
||
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Total other assets, net
|
|
46,542
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|
|
57,733
|
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||
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Total assets
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|
$
|
1,225,188
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|
|
$
|
1,096,435
|
|
|
LIABILITIES
|
|
|
|
|
||||
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Current liabilities
|
|
|
|
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||||
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Accounts payable—Westlake
|
|
$
|
9,288
|
|
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$
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7,470
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Accounts payable—third parties
|
|
24,871
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|
|
12,614
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|
||
|
Accrued liabilities
|
|
22,352
|
|
|
11,900
|
|
||
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Total current liabilities
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56,511
|
|
|
31,984
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|
||
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Long-term debt payable to Westlake
|
|
330,495
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227,638
|
|
||
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Deferred income taxes
|
|
1,489
|
|
|
1,848
|
|
||
|
Other liabilities
|
|
219
|
|
|
15
|
|
||
|
Total liabilities
|
|
388,714
|
|
|
261,485
|
|
||
|
Commitments and contingencies (Notes 9 and 16)
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|
|
|
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||
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EQUITY
|
|
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|
|
||||
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Common unitholders—public (12,937,500 units issued and outstanding)
|
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293,282
|
|
|
290,377
|
|
||
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Common unitholder—Westlake (1,436,115 units issued and outstanding)
|
|
4,360
|
|
|
4,038
|
|
||
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Subordinated unitholder—Westlake (12,686,115 units issued and outstanding)
|
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38,528
|
|
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35,681
|
|
||
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General partner—Westlake
|
|
(242,572
|
)
|
|
(242,572
|
)
|
||
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Accumulated other comprehensive loss
|
|
(173
|
)
|
|
—
|
|
||
|
Total Westlake Chemical Partners LP partners' capital
|
|
93,425
|
|
|
87,524
|
|
||
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Noncontrolling interest in Westlake Chemical OpCo LP ("OpCo")
|
|
743,049
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|
|
747,426
|
|
||
|
Total equity
|
|
836,474
|
|
|
834,950
|
|
||
|
Total liabilities and equity
|
|
$
|
1,225,188
|
|
|
$
|
1,096,435
|
|
|
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Three Months Ended September 30,
|
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Nine Months Ended September 30,
|
||||||||||||
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|
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2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
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|
|
(in thousands of dollars, except unit amounts and per unit data)
|
||||||||||||||
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Revenue
|
|
|
|
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|
||||||||
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Net sales—Westlake
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$
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207,856
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$
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289,601
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|
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$
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621,438
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|
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$
|
1,088,561
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|
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Net co-product, ethylene and feedstock sales—third
parties
|
|
40,763
|
|
|
102,407
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|
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137,277
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|
|
387,596
|
|
||||
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Total net sales
|
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248,619
|
|
|
392,008
|
|
|
758,715
|
|
|
1,476,157
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|
||||
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Cost of sales
|
|
154,474
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|
|
227,015
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|
|
473,815
|
|
|
832,304
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|
||||
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Gross profit
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94,145
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164,993
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|
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284,900
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|
|
643,853
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|
||||
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Selling, general and administrative expenses
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5,831
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|
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8,860
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17,826
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|
|
22,803
|
|
||||
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Income from operations
|
|
88,314
|
|
|
156,133
|
|
|
267,074
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|
|
621,050
|
|
||||
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Other income (expense)
|
|
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||||||||
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Interest expense—Westlake
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(1,054
|
)
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|
(2,137
|
)
|
|
(3,794
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)
|
|
(9,833
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)
|
||||
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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
interest in OpCo
|
|
76,943
|
|
|
49,542
|
|
|
233,632
|
|
|
49,542
|
|
||||
|
Net income attributable to Westlake Chemical
Partners LP subsequent to initial public offering
|
|
$
|
10,103
|
|
|
$
|
5,015
|
|
|
$
|
29,046
|
|
|
$
|
5,015
|
|
|
Net income attributable to Westlake Chemical Partners
LP per limited partner unit (basic and diluted)
|
|
|
|
|
|
|
|
|
||||||||
|
Common units
|
|
$
|
0.37
|
|
|
$
|
0.19
|
|
|
$
|
1.07
|
|
|
$
|
0.19
|
|
|
Subordinated units
|
|
$
|
0.37
|
|
|
$
|
0.19
|
|
|
$
|
1.07
|
|
|
$
|
0.19
|
|
|
Weighted average limited partner units outstanding
(basic and diluted)
|
|
|
|
|
|
|
|
|
||||||||
|
Common units—public
|
|
12,937,500
|
|
|
12,937,500
|
|
|
12,937,500
|
|
|
12,937,500
|
|
||||
|
Common units—Westlake
|
|
1,436,115
|
|
|
1,436,115
|
|
|
1,436,115
|
|
|
1,436,115
|
|
||||
|
Subordinated units—Westlake
|
|
12,686,115
|
|
|
12,686,115
|
|
|
12,686,115
|
|
|
12,686,115
|
|
||||
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
(in thousands of dollars)
|
||||||||||||||
|
Net income subsequent to initial public offering
|
$
|
87,046
|
|
|
$
|
54,557
|
|
|
$
|
262,678
|
|
|
$
|
54,557
|
|
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
||||||||
|
Cash flow hedge:
|
|
|
|
|
|
|
|
||||||||
|
Interest rate contract:
|
|
|
|
|
|
|
|
||||||||
|
Change in fair value of cash flow hedge
|
(223
|
)
|
|
—
|
|
|
(223
|
)
|
|
—
|
|
||||
|
Reclassification of loss to net income
|
50
|
|
|
—
|
|
|
50
|
|
|
—
|
|
||||
|
Total other comprehensive loss
|
(173
|
)
|
|
—
|
|
|
(173
|
)
|
|
—
|
|
||||
|
Comprehensive income
|
86,873
|
|
|
54,557
|
|
|
262,505
|
|
|
54,557
|
|
||||
|
Comprehensive income attributable to noncontrolling
interest in OpCo
|
76,943
|
|
|
49,542
|
|
|
233,632
|
|
|
49,542
|
|
||||
|
Comprehensive income attributable to Westlake
Chemical Partners LP subsequent to initial public
offering
|
$
|
9,930
|
|
|
$
|
5,015
|
|
|
$
|
28,873
|
|
|
$
|
5,015
|
|
|
|
|
Predecessor
|
|
Partnership
|
|
|
|
|
||||||||||||||||||||||||
|
|
|
Net
Investment
|
|
Common Unitholders
—
Public
|
|
Common Unitholder
—
Westlake
|
|
Subordinated Unitholder
—
Westlake
|
|
General
Partner
—
Westlake
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Noncontrolling
Interests
in OpCo
|
|
Total
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
(in thousands of dollars)
|
||||||||||||||||||||||||||||||
|
Balances at December 31, 2013
|
|
$
|
455,432
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
455,432
|
|
|
Net income from January 1, 2014 through
August 3, 2014
|
|
361,334
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
361,334
|
|
||||||||
|
Net distributions to Westlake prior to
initial public offering
|
|
(448,101
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(448,101
|
)
|
||||||||
|
Predecessor net liabilities not assumed by
OpCo
|
|
239,706
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
239,706
|
|
||||||||
|
Balance as of August 4, 2014 (prior to
initial public offering)
|
|
608,371
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
608,371
|
|
||||||||
|
Allocation of net investment to unitholders
|
|
(608,371
|
)
|
|
—
|
|
|
3,563
|
|
|
31,479
|
|
|
—
|
|
|
—
|
|
|
573,329
|
|
|
—
|
|
||||||||
|
Proceeds from initial public offering, net
of finance and other offering costs
|
|
—
|
|
|
286,088
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
286,088
|
|
||||||||
|
Distribution to the noncontrolling interest
in OpCo
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(151,729
|
)
|
|
(151,729
|
)
|
||||||||
|
Purchase of additional interest in OpCo
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(242,572
|
)
|
|
—
|
|
|
242,572
|
|
|
—
|
|
||||||||
|
Net income from August 4, 2014 through
September 30, 2014
|
|
—
|
|
|
2,399
|
|
|
265
|
|
|
2,351
|
|
|
—
|
|
|
—
|
|
|
49,542
|
|
|
54,557
|
|
||||||||
|
Balances at September 30, 2014
|
|
$
|
—
|
|
|
$
|
288,487
|
|
|
$
|
3,828
|
|
|
$
|
33,830
|
|
|
$
|
(242,572
|
)
|
|
$
|
—
|
|
|
$
|
713,714
|
|
|
$
|
797,287
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Balances at December 31, 2014
|
|
$
|
—
|
|
|
$
|
290,377
|
|
|
$
|
4,038
|
|
|
$
|
35,681
|
|
|
$
|
(242,572
|
)
|
|
$
|
—
|
|
|
$
|
747,426
|
|
|
$
|
834,950
|
|
|
Net income
|
|
—
|
|
|
13,887
|
|
|
1,542
|
|
|
13,617
|
|
|
—
|
|
|
—
|
|
|
233,632
|
|
|
262,678
|
|
||||||||
|
Net effect of cash flow hedge
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
(173
|
)
|
|
—
|
|
|
(173
|
)
|
|||||||||
|
Quarterly distributions to unitholders
|
|
—
|
|
|
(10,982
|
)
|
|
(1,220
|
)
|
|
(10,770
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,972
|
)
|
||||||||
|
Quarterly distributions to noncontrolling
interest retained in OpCo by Westlake
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(238,009
|
)
|
|
(238,009
|
)
|
||||||||
|
Balances at September 30, 2015
|
|
$
|
—
|
|
|
$
|
293,282
|
|
|
$
|
4,360
|
|
|
$
|
38,528
|
|
|
$
|
(242,572
|
)
|
|
$
|
(173
|
)
|
|
$
|
743,049
|
|
|
$
|
836,474
|
|
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
|
2015
|
|
2014
|
||||
|
|
|
|
|
|
||||
|
|
|
(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
|
|
||
|
Provision for doubtful accounts
|
|
170
|
|
|
65
|
|
||
|
Loss from disposition of fixed assets
|
|
278
|
|
|
1,244
|
|
||
|
Deferred income taxes
|
|
(359
|
)
|
|
8,267
|
|
||
|
Income from equity method investment, net of dividends
|
|
—
|
|
|
1,073
|
|
||
|
Changes in operating assets and liabilities
|
|
|
|
|
||||
|
Accounts receivable—third parties
|
|
22,871
|
|
|
(23,637
|
)
|
||
|
Net accounts receivable—Westlake
|
|
(23,688
|
)
|
|
(10,373
|
)
|
||
|
Inventories
|
|
3,362
|
|
|
25,769
|
|
||
|
Prepaid expenses and other current assets
|
|
(170
|
)
|
|
(715
|
)
|
||
|
Accounts payable
|
|
4,851
|
|
|
(8,226
|
)
|
||
|
Accrued and other liabilities
|
|
2,039
|
|
|
7,633
|
|
||
|
Other, net
|
|
(1,466
|
)
|
|
10,498
|
|
||
|
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
|
|
|
•
|
The combined and consolidated statement of operations for the
three months ended September 30, 2014
consists of the consolidated results of the Partnership for the period from August 4, 2014 through September 30, 2014 and the combined results of the Predecessor for the period from July 1, 2014 through August 3, 2014. The combined and consolidated statement of operations for the
nine months ended September 30, 2014
consists of the consolidated results of the Partnership for the period from August 4, 2014 through September 30, 2014 and the combined results of the Predecessor for the period from January 1, 2014 through August 3, 2014.
|
|
•
|
The consolidated statement of other comprehensive income for the
three and nine months ended September 30, 2014
consists of the consolidated results of the Partnership for the period from August 4, 2014 through September 30, 2014.
|
|
•
|
The combined and consolidated statement of changes in equity for the
nine months ended September 30, 2014
consists of the combined activity for the Predecessor prior to August 4, 2014, and the consolidated activity for the Partnership completed at and subsequent to the IPO on August 4, 2014.
|
|
•
|
The combined and consolidated statement of cash flows for the
nine months ended September 30, 2014
consists of the consolidated results of the Partnership for the period from August 4, 2014 through September 30, 2014 and the combined results of the Predecessor for the period from January 1, 2014 through August 3, 2014.
|
|
|
|
September 30,
2015 |
|
December 31,
2014 |
||||
|
Trade customers
|
|
$
|
14,649
|
|
|
$
|
37,514
|
|
|
Allowance for doubtful accounts
|
|
(170
|
)
|
|
—
|
|
||
|
|
|
14,479
|
|
|
37,514
|
|
||
|
Other
|
|
—
|
|
|
6
|
|
||
|
Accounts receivable, net—third parties
|
|
$
|
14,479
|
|
|
$
|
37,520
|
|
|
|
|
September 30,
2015 |
|
December 31,
2014 |
||||
|
Finished products
|
|
$
|
2,895
|
|
|
$
|
6,257
|
|
|
Feedstock, additives and chemicals
|
|
377
|
|
|
377
|
|
||
|
Inventories
|
|
$
|
3,272
|
|
|
$
|
6,634
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
Net income attributable to the Partnership
|
|
$
|
10,103
|
|
|
$
|
5,015
|
|
|
$
|
29,046
|
|
|
$
|
5,015
|
|
|
Less:
|
|
|
|
|
|
|
|
|
||||||||
|
Limited partners' distribution declared on common
units
|
|
4,304
|
|
|
2,449
|
|
|
12,552
|
|
|
2,449
|
|
||||
|
Limited partners' distribution declared on
subordinated units
|
|
3,798
|
|
|
2,162
|
|
|
11,079
|
|
|
2,162
|
|
||||
|
Net income in excess of distribution
|
|
$
|
2,001
|
|
|
$
|
404
|
|
|
$
|
5,415
|
|
|
$
|
404
|
|
|
|
|
Three Months Ended September 30, 2015
|
||||||||||||||
|
|
|
Limited Partners' Common Units
|
|
Limited Partners' Subordinated Units
|
|
Incentive Distribution Rights
|
|
Total
|
||||||||
|
Net income attributable to the Partnership:
|
|
|
|
|
|
|
|
|
||||||||
|
Distribution declared
|
|
$
|
4,304
|
|
|
$
|
3,798
|
|
|
$
|
—
|
|
|
$
|
8,102
|
|
|
Net income in excess of distribution
|
|
1,061
|
|
|
940
|
|
|
—
|
|
|
2,001
|
|
||||
|
Net income
|
|
$
|
5,365
|
|
|
$
|
4,738
|
|
|
$
|
—
|
|
|
$
|
10,103
|
|
|
Weighted average units outstanding:
|
|
|
|
|
|
|
|
|
||||||||
|
Basic and diluted
|
|
14,373,615
|
|
|
12,686,115
|
|
|
|
|
27,059,730
|
|
|||||
|
Net income per limited partner unit:
|
|
|
|
|
|
|
|
|
||||||||
|
Basic and diluted
|
|
$
|
0.37
|
|
|
$
|
0.37
|
|
|
|
|
$
|
0.37
|
|
||
|
|
|
Nine Months Ended September 30, 2015
|
||||||||||||||
|
|
|
Limited Partners' Common Units
|
|
Limited Partners' Subordinated Units
|
|
Incentive Distribution Rights
|
|
Total
|
||||||||
|
Net income attributable to the Partnership:
|
|
|
|
|
|
|
|
|
||||||||
|
Distribution declared
|
|
$
|
12,552
|
|
|
$
|
11,079
|
|
|
$
|
—
|
|
|
$
|
23,631
|
|
|
Net income in excess of distribution
|
|
2,877
|
|
|
2,538
|
|
|
—
|
|
|
5,415
|
|
||||
|
Net income
|
|
$
|
15,429
|
|
|
$
|
13,617
|
|
|
$
|
—
|
|
|
$
|
29,046
|
|
|
Weighted average units outstanding:
|
|
|
|
|
|
|
|
|
||||||||
|
Basic and diluted
|
|
14,373,615
|
|
|
12,686,115
|
|
|
|
|
27,059,730
|
|
|||||
|
Net income per limited partner unit:
|
|
|
|
|
|
|
|
|
||||||||
|
Basic and diluted
|
|
$
|
1.07
|
|
|
$
|
1.07
|
|
|
|
|
$
|
1.07
|
|
||
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
Net sales—Westlake
|
|
$
|
207,856
|
|
|
$
|
289,601
|
|
|
$
|
621,438
|
|
|
$
|
1,088,561
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
Feedstock purchased from Westlake and included in cost
of sales
|
|
$
|
75,752
|
|
|
$
|
63,108
|
|
|
$
|
232,584
|
|
|
$
|
63,108
|
|
|
Other charges from Westlake and included in cost of
sales
|
|
20,457
|
|
|
13,879
|
|
|
53,948
|
|
|
47,000
|
|
||||
|
Total
|
|
$
|
96,209
|
|
|
$
|
76,987
|
|
|
$
|
286,532
|
|
|
$
|
110,108
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
Services received from Westlake and included in selling,
general and administrative expenses
|
|
$
|
4,772
|
|
|
$
|
4,283
|
|
|
$
|
14,891
|
|
|
$
|
15,901
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
Goods and services purchased from Westlake and
capitalized as assets
|
|
$
|
1,304
|
|
|
$
|
830
|
|
|
$
|
3,241
|
|
|
$
|
2,074
|
|
|
|
|
September 30,
2015 |
|
December 31,
2014 |
||||
|
Accounts receivable, net—Westlake
|
|
$
|
44,035
|
|
|
$
|
18,529
|
|
|
Accounts payable—Westlake
|
|
(9,288
|
)
|
|
(7,470
|
)
|
||
|
|
|
September 30,
2015 |
|
December 31,
2014 |
||||
|
Long-term debt payable to Westlake
|
|
$
|
330,495
|
|
|
$
|
227,638
|
|
|
|
|
September 30,
2015 |
|
December 31,
2014 |
||||
|
August 2013 Promissory Notes (variable interest rate of prime plus 1.5%, original
scheduled maturity of August 1, 2023)
|
|
$
|
31,775
|
|
|
$
|
167,116
|
|
|
OpCo Revolver (variable interest rate of London Interbank Offered Rate ("LIBOR") plus
3.0%, original scheduled maturity of August 4, 2019)
|
|
163,379
|
|
|
60,522
|
|
||
|
MLP Revolver (variable interest rate of LIBOR plus 2.0%, original scheduled maturity of
April 29, 2018)
|
|
135,341
|
|
|
—
|
|
||
|
|
|
$
|
330,495
|
|
|
$
|
227,638
|
|
|
|
|
Nine Months Ended September 30, 2015
|
||
|
Interest rate contract—Loss recognized on cash flow hedge
|
|
$
|
(223
|
)
|
|
Interest rate contract—Loss reclassified to net income on cash flow hedge
|
|
50
|
|
|
|
Net effect of cash flow hedge
|
|
$
|
(173
|
)
|
|
Derivatives Not Designated as Hedging Instruments
|
|
Location of Gain (Loss)
Recognized in Income on Derivative |
|
Three Months Ended September 30, 2014
|
|
Nine Months Ended September 30, 2014
|
|||||
|
Commodity forward contracts
|
|
Gross profit
|
|
$
|
(8,873
|
)
|
|
$
|
(9,244
|
)
|
|
|
|
|
Derivative Liabilities
|
||||
|
Derivative in Cash Flow Hedging Relationship
|
|
Balance Sheet Location
|
|
Fair Value as of
September 30,
2015
|
||
|
|
||||||
|
Interest rate contract
|
|
Other liabilities
|
|
$
|
173
|
|
|
Derivative in Cash Flow Hedging Relationship
|
|
Location of Gain (Loss)
Recognized in Statement of Operations |
|
Three Months Ended September 30, 2015
|
|
Nine Months Ended September 30, 2015
|
|||||
|
Interest rate contract—Loss reclassified from
accumulated other comprehensive loss
|
|
Interest expense
|
|
$
|
(50
|
)
|
|
$
|
(50
|
)
|
|
|
Derivative in Cash Flow Hedging Relationship
|
|
Three Months Ended September 30, 2015
|
|
Nine Months Ended September 30, 2015
|
|||||
|
Interest rate contract—Change in value recognized in other comprehensive loss
|
|
$
|
223
|
|
|
$
|
223
|
|
|
|
|
|
September 30, 2015
|
||||||
|
|
|
Level 2
|
|
Total
|
||||
|
Derivative instruments
|
|
|
|
|
||||
|
Liability—Interest rate contract
|
|
$
|
(173
|
)
|
|
$
|
(173
|
)
|
|
|
|
September 30, 2015
|
|
December 31, 2014
|
||||||||||||
|
|
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
|
August 2013 Promissory Notes
|
|
$
|
31,775
|
|
|
$
|
31,775
|
|
|
$
|
167,116
|
|
|
$
|
167,116
|
|
|
OpCo Revolver
|
|
163,379
|
|
|
170,613
|
|
|
60,522
|
|
|
60,522
|
|
||||
|
MLP Revolver
|
|
135,341
|
|
|
134,514
|
|
|
—
|
|
|
—
|
|
||||
|
•
|
produce sufficient volumes of ethylene to meet our commitments under the Ethylene Sales Agreement or recover our estimated costs through the pricing provisions of the Ethylene Sales Agreement;
|
|
•
|
contract with third parties for the remaining uncommitted processing capacity;
|
|
•
|
add or increase capacity at our existing processing facilities, or add additional processing capacity via organic expansion projects and acquisitions; and
|
|
•
|
achieve or exceed the specified yield factors for natural gas, ethane and other feedstock under the Ethylene Sales Agreement.
|
|
•
|
our operating performance as compared to other publicly traded partnerships;
|
|
•
|
our ability to incur and service debt and fund capital expenditures;
|
|
•
|
the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
(dollars in thousands)
|
||||||||||||||
|
Revenue
|
|
|
|
|
|
|
|
|
||||||||
|
Net sales—Westlake
|
|
$
|
207,856
|
|
|
$
|
289,601
|
|
|
$
|
621,438
|
|
|
$
|
1,088,561
|
|
|
Net co-product, ethylene and feedstock 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—Westlake
|
|
(1,054
|
)
|
|
(2,137
|
)
|
|
(3,794
|
)
|
|
(9,833
|
)
|
||||
|
Other income, net
(1)
|
|
(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
interest in OpCo
|
|
76,943
|
|
|
49,542
|
|
|
233,632
|
|
|
49,542
|
|
||||
|
Net income attributable to Westlake Chemical
Partners LP subsequent to initial public offering
|
|
$
|
10,103
|
|
|
$
|
5,015
|
|
|
$
|
29,046
|
|
|
$
|
5,015
|
|
|
MLP distributable cash flow
(2)
|
|
$
|
9,475
|
|
|
$
|
5,265
|
|
|
$
|
27,671
|
|
|
$
|
5,265
|
|
|
EBITDA
(3)
|
|
$
|
108,683
|
|
|
$
|
175,838
|
|
|
$
|
327,676
|
|
|
$
|
682,686
|
|
|
____________
|
|
|
|
|
|
|
|
|
||||||||
|
(1) Includes income from the Predecessor's equity stake in a pipeline joint venture that was not contributed to the Partnership in connection with the IPO.
|
||||||||||||||||
|
(2) Non GAAP financial measure. See the "Reconciliation of MLP Distributable Cash Flow to Net Income and Net Cash Provided by Operating Activities."
|
||||||||||||||||
|
(3) Non GAAP financial measure. See the "Reconciliation of EBITDA to Net Income and Net Cash Provided by Operating Activities."
|
||||||||||||||||
|
|
|
Three Months Ended September 30, 2015
|
|
Nine Months Ended September 30, 2015
|
||||||||
|
|
|
Average
Sales Price |
|
Volume
|
|
Average
Sales Price
|
|
Volume
|
||||
|
Product sales prices and volume percentage change
from prior year period
|
|
-31.3
|
%
|
|
-5.2
|
%
|
|
-40.7
|
%
|
|
-7.9
|
%
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
|
Average industry prices
(1)
|
|
|
|
|
|
|
|
|
||||
|
Ethane (cents/lb)
|
|
6.4
|
|
|
7.9
|
|
|
6.3
|
|
|
9.7
|
|
|
Propane (cents/lb)
|
|
9.6
|
|
|
24.6
|
|
|
11.0
|
|
|
26.9
|
|
|
Ethylene (cents/lb)
(2)
|
|
28.2
|
|
|
66.6
|
|
|
33.6
|
|
|
59.1
|
|
|
(1)
|
Industry pricing data was obtained from IHS Chemical. We have not independently verified the data.
|
|
(2)
|
Represents average North American spot prices of ethylene over the period as reported by IHS Chemical.
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
MLP distributable cash flow
(1)
|
|
$
|
9,475
|
|
|
$
|
5,265
|
|
|
$
|
27,671
|
|
|
$
|
5,265
|
|
|
Add:
|
|
|
|
|
|
|
|
|
||||||||
|
Distributable cash flow attributable to
noncontrolling interest in OpCo
(1)
|
|
72,833
|
|
|
51,652
|
|
|
225,565
|
|
|
51,652
|
|
||||
|
Net income attributable to the Predecessor
|
|
—
|
|
|
63,616
|
|
|
—
|
|
|
361,334
|
|
||||
|
Maintenance capital expenditures
(1)
|
|
18,145
|
|
|
5,839
|
|
|
48,946
|
|
|
5,839
|
|
||||
|
Contribution to turnaround reserves
(1)
|
|
7,035
|
|
|
4,484
|
|
|
21,133
|
|
|
4,484
|
|
||||
|
Less:
|
|
|
|
|
|
|
|
|
||||||||
|
Depreciation and amortization
(1)
|
|
(20,442
|
)
|
|
(12,683
|
)
|
|
(60,637
|
)
|
|
(12,683
|
)
|
||||
|
Net income
|
|
87,046
|
|
|
118,173
|
|
|
262,678
|
|
|
415,891
|
|
||||
|
Changes in operating assets and liabilities and other
|
|
14,229
|
|
|
(13,422
|
)
|
|
68,436
|
|
|
59,450
|
|
||||
|
Equity in income of joint venture, net of dividends
|
|
—
|
|
|
858
|
|
|
—
|
|
|
1,073
|
|
||||
|
Deferred income taxes
|
|
(125
|
)
|
|
1,454
|
|
|
(359
|
)
|
|
8,267
|
|
||||
|
Loss from disposition of fixed assets
|
|
154
|
|
|
6
|
|
|
278
|
|
|
1,244
|
|
||||
|
Provision for doubtful accounts
|
|
—
|
|
|
—
|
|
|
170
|
|
|
65
|
|
||||
|
Net cash provided by operating activities
|
|
$
|
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.
|
||||||||||||||||
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
EBITDA
|
|
$
|
108,683
|
|
|
$
|
175,838
|
|
|
$
|
327,676
|
|
|
$
|
682,686
|
|
|
Less:
|
|
|
|
|
|
|
|
|
||||||||
|
Provision for income taxes
|
|
(141
|
)
|
|
(36,309
|
)
|
|
(567
|
)
|
|
(198,461
|
)
|
||||
|
Interest expense
|
|
(1,054
|
)
|
|
(2,137
|
)
|
|
(3,794
|
)
|
|
(9,833
|
)
|
||||
|
Depreciation and amortization
|
|
(20,442
|
)
|
|
(19,219
|
)
|
|
(60,637
|
)
|
|
(58,501
|
)
|
||||
|
Net income
|
|
87,046
|
|
|
118,173
|
|
|
262,678
|
|
|
415,891
|
|
||||
|
Changes in operating assets and liabilities and other
|
|
14,229
|
|
|
(13,422
|
)
|
|
68,436
|
|
|
59,450
|
|
||||
|
Income from equity method investment, net of dividends
|
|
—
|
|
|
858
|
|
|
—
|
|
|
1,073
|
|
||||
|
Deferred income taxes
|
|
(125
|
)
|
|
1,454
|
|
|
(359
|
)
|
|
8,267
|
|
||||
|
Loss from disposition of fixed assets
|
|
154
|
|
|
6
|
|
|
278
|
|
|
1,244
|
|
||||
|
Provision for doubtful accounts
|
|
—
|
|
|
—
|
|
|
170
|
|
|
65
|
|
||||
|
Net cash provided by operating activities
|
|
$
|
101,304
|
|
|
$
|
107,069
|
|
|
$
|
331,203
|
|
|
$
|
485,990
|
|
|
•
|
the amount of ethane that we are able to process, which 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;
|
|
•
|
our relationship with Westlake, including our expectations regarding any additional volumes of ethylene Westlake may take in excess of its minimum commitment under the Ethylene Sales Agreement and the possibility of obtaining additional financing from Westlake;
|
|
•
|
sources of feedstock purchases;
|
|
•
|
changes in the price and availability of electricity;
|
|
•
|
changes in prevailing economic conditions;
|
|
•
|
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;
|
|
•
|
certain factors discussed elsewhere in this report; and
|
|
•
|
the impact of proposed regulations by the U.S. Treasury Department and the IRS on our status as a partnership for U.S. federal income tax purposes.
|
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
31.1†
|
|
Rule 13a – 14(a) / 15d – 14(a) Certification (Principal Executive Officer)
|
|
|
|
|
|
31.2†
|
|
Rule 13a – 14(a) / 15d – 14(a) Certification (Principal Financial Officer)
|
|
|
|
|
|
32.1#
|
|
Section 1350 Certification (Principal Executive Officer and Principal Financial Officer)
|
|
|
|
|
|
101.INS†
|
|
XBRL Instance Document
|
|
|
|
|
|
101.SCH†
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
101.CAL†
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
101.DEF†
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
101.LAB†
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
101.PRE†
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
†
|
Filed herewith.
|
|
#
|
Furnished herewith.
|
|
|
|
|
|
WESTLAKE CHEMICAL PARTNERS LP
|
||
|
|
|
|
|
|||
|
Date:
|
November 4, 2015
|
|
|
By:
|
|
/
S
/ A
LBERT
C
HAO
|
|
|
|
|
|
|
|
Albert Chao
|
|
|
|
|
|
|
|
President, Chief Executive Officer and Director of
Westlake Chemical Partners GP LLC
(Principal Executive Officer)
|
|
|
|
|
|
|||
|
Date:
|
November 4, 2015
|
|
|
By:
|
|
/
S
/ M. S
TEVEN
B
ENDER
|
|
|
|
|
|
|
|
M. Steven Bender
|
|
|
|
|
|
|
|
Senior Vice President, Chief Financial Officer,
Treasurer and Director of
Westlake Chemical Partners GP LLC
(Principal Financial Officer)
|
|
Exhibit No.
|
|
Exhibit
|
|
|
|
|
|
31.1†
|
|
Rule 13a – 14(a) / 15d – 14(a) Certification (Principal Executive Officer)
|
|
|
|
|
|
31.2†
|
|
Rule 13a – 14(a) / 15d – 14(a) Certification (Principal Financial Officer)
|
|
|
|
|
|
32.1#
|
|
Section 1350 Certification (Principal Executive Officer and Principal Financial Officer)
|
|
|
|
|
|
101.INS†
|
|
XBRL Instance Document
|
|
|
|
|
|
101.SCH†
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
101.CAL†
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
101.DEF†
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
101.LAB†
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
101.PRE†
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
†
|
Filed herewith.
|
|
#
|
Furnished herewith.
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|