Form 8-K Westlake Chemical Partne For: Nov 04
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section�13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): November�4, 2014
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) | |
Registrants telephone number, including area code: (713)�585-2900
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
� | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
� | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
� | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
� | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item�2.02. Results of Operations and Financial Condition.
On November�4, 2014, Westlake Chemical Partners LP (the Partnership ) issued a press release announcing its 2014 third quarter earnings. A copy of the press release is furnished with this Current Report as Exhibit 99.1.
The information furnished pursuant to this Current Report, including Exhibit 99.1, shall not be deemed to be "filed" for the purposes of Section�18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing by Westlake Chemical Partners LP under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, unless specifically identified as being incorporated therein.
Item�7.01. Regulation FD Disclosure.
The Partnership is holding a conference call on November�4, 2014 to discuss its 2014 third quarter results. Information about the call can be found in the press release furnished with this Current Report as Exhibit 99.1.
Item�9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is furnished herewith:
99.1����Press release issued on November�4, 2014.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
WESTLAKE CHEMICAL PARTNERS LP By: Westlake Chemical Partners GP LLC | ||||
Date: | November�4, 2014 | By: | /S/ ALBERT CHAO | |
Albert Chao President and Chief Executive Officer | ||||
EXHIBIT INDEX
Exhibit No. | Description | |
99.1 | Press release issued on November 4, 2014. | |
EXHIBIT 99.1
WESTLAKE CHEMICAL PARTNERS LP
Contact - (713)�585-2900
Investors - Steve Bender
Media - David R. Hansen
Westlake Chemical Partners LP (NYSE: WLKP) Announces Third Quarter Earnings
" | Successful initial public offering (IPO) on August 4, 2014 |
� | Distributable cash flow of $5.3 million for the post-IPO period |
� | Prorated quarterly distribution of $0.1704 per unit announced on October 28, 2014 |
This earnings release focuses on the financial results of Westlake Chemical Partners LP, which commenced operations on August�4,�2014.
On July 30, 2014, Westlake Chemical Partners LPs (the Partnership ) common units began trading on the New York Stock Exchange under the ticker WLKP. The Partnership completed its initial public offering ( IPO ) of 12,937,500 common units on August 4, 2014 at a price of $24.00 per common unit. The IPO represented a sale of 47.8 percent of the common and subordinated units of the Partnership, with Westlake Chemical Corporation owning the remaining limited partner interest and the general partner interest.
We are pleased to report the successful launch of the Partnership. With our strategic relationship with Westlake Chemical Corporation and our financial flexibility, we are well-positioned to grow via acquisitions of additional assets from our sponsor, through expansions of our plants and through opportunistic third party acquisitions, said President and Chief Executive Officer Albert Chao.
FINANCIAL RESULTS
For the post-IPO period, revenue from the production, transportation and sale of ethylene and related co-products was $171.6 million. Limited partners' interest in net income for the post-IPO period was $5.0 million, or $0.19 per common unit and distributable cash flow for the post-IPO period was $5.3 million.
On October 28, 2014, the Partnership announced a quarterly cash distribution of $0.1704 per common unit, or $4.6 million. This distribution corresponds to the minimum quarterly distribution of $0.275 per unit, or $1.10 per unit on an annualized basis, and is prorated for the partial quarter following the closing of the IPO.
BASIS OF THIRD QUARTER RESULTS
Results of operations for the third quarter of 2014, as filed with the U.S. Securities and Exchange Commission include results of the Partnerships predecessor through August�3,�2014. Because results presented for periods prior to the IPO do not factor into distributable cash flow, this earnings release focuses on results of operations for the post-IPO period. A reconciliation of the post-IPO period to the full third quarter 2014 results is provided in the tables attached to this release.
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The statements in this release and the related teleconference relating to matters that are not historical facts, but forward-looking statements, including our strategic relationship with Westlake Chemical Corporation ( Westlake ), our financial flexibility, additional acquisitions of assets from our sponsor, plant expansions and opportunistic acquisitions, are subject to significant risks and uncertainties. Actual results could differ materially, based on factors including, but not limited to: general economic and business conditions; the cyclical nature of the chemical industry; availability, cost and volatility of raw materials and utilities, including natural gas from shale production; uncertainties associated with the United States and worldwide economies, including those due to global economic and financial conditions; governmental regulatory actions, including environmental regulation; political unrest; industry production capacity and operating rates; the supply/demand balance for Westlake's products; competitive products and pricing pressures; access to capital markets; technological developments; the effect and results of litigation and settlements of litigation; operating interruptions; and other risk factors. For more detailed information about the factors that could cause actual results to differ materially, please refer to the Partnerships final prospectus, which was filed with the SEC on July�29,�2014.
Use of Non-GAAP Financial Measures
This news release includes the term distributable cash flow, which is a non-GAAP financial measure, as defined in Regulation G of the U.S. Securities Exchange Act of 1934, as amended. We report our financial results in accordance with U.S. generally accepted accounting principles ( U.S. GAAP ), but believe that certain non-GAAP financial measures, such as distributable cash flow, provide useful supplemental information to investors regarding the underlying business trends and performance of the Partnerships 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. A reconciliation of distributable cash flow to reported net income and reported net cash provided by operating activities can be found in the financial schedules at the end of this release. We define distributable cash flow as net income before depreciation and amortization, less maintenance capital expenditures and reserves for turnaround expenditures. Additionally, because distributable cash flow may be defined differently by other companies in our industry, our definition of distributable cash flow may not be comparable to similarly titled measures of other companies, thereby diminishing its utility.
Westlake Chemical Partners LP (WLKP)
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, Texas, the Partnerships 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 LP's third quarter 2014 results will be held Tuesday, November 4, 2014 at 12:00�PM Eastern Time (11:00 AM Central Time). To access the conference call, dial (800) 884-5695 or (617) 786-2960 for international callers, approximately 10 minutes prior to the scheduled start time and reference passcode 19495759.
A replay of the conference call will be available beginning four hours after its conclusion until 4:00�PM, Eastern Time on Tuesday, November 11, 2014. To hear a replay, dial (888) 286-8010, or (617) 801-6888 for international callers. The replay passcode is 97033646.
The conference call will also be available via webcast at: http://edge.media-server.com/m/p/eroyx77x/lan/en and the earnings release can be obtained via the Partnership's web page at: http://wlkpartners.com/.
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WESTLAKE CHEMICAL PARTNERS LP
COMBINED AND CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
WLKP Predecessor | WLKP | Combined | ||||||||||
July 1, 2014 through August 3, 2014 | August 4, 2014 through September 30, 2014 | Three Months Ended September 30, 2014 | ||||||||||
(In thousands of dollars, except per unit data) | ||||||||||||
Revenue | ||||||||||||
Net salesWestlake | $ | 163,369 | $ | 126,232 | $ | 289,601 | ||||||
Net co-product, ethylene and other salesthird parties | 57,084 | 45,323 | 102,407 | |||||||||
Total net sales | 220,453 | 171,555 | 392,008 | |||||||||
Cost of sales | 113,799 | 113,216 | 227,015 | |||||||||
Gross profit | 106,654 | 58,339 | 164,993 | |||||||||
Selling, general and administrative expenses | 5,681 | 3,179 | 8,860 | |||||||||
Income from operations | 100,973 | 55,160 | 156,133 | |||||||||
Other income (expense) | ||||||||||||
Interest expenseWestlake | (1,672 | ) | (465 | ) | (2,137 | ) | ||||||
Other income, net | 486 | 486 | ||||||||||
Income before income taxes | 99,787 | 54,695 | 154,482 | |||||||||
Provision for income taxes | 36,171 | 138 | 36,309 | |||||||||
Net income | $ | 63,616 | $ | 54,557 | $ | 118,173 | ||||||
Less: Predecessor net income prior to IPO on August 4, 2014 | 63,616 | |||||||||||
Less: Net income attributable to noncontrolling interests in OpCo | 49,542 | 49,542 | ||||||||||
Net income attributable to WLKP subsequent to IPO and ���limited partners' interest in net income | $ | 5,015 | $ | 5,015 | ||||||||
Distributable cash flow attributable to WLKP | $ | 5,265 | $ | 5,265 | ||||||||
Quarterly distribution declared per unit | $ | 0.1704 | ||||||||||
Distribution declared | ||||||||||||
Limited partner unitspublic | $ | 2,205 | ||||||||||
Limited partner unitsWestlake | 2,406 | |||||||||||
Incentive distribution rights | ||||||||||||
Total distribution declared | $ | 4,611 | ||||||||||
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WESTLAKE CHEMICAL PARTNERS LP
CONSOLIDATED BALANCE SHEET
(Unaudited)
September�30, 2014 | ||||
(In thousands of dollars) | ||||
ASSETS | ||||
Current assets | ||||
Cash and cash equivalents | $ | 89,988 | ||
Accounts receivable, netWestlake | 28,500 | |||
Accounts receivable, netthird parties | 29,606 | |||
Inventories | 5,551 | |||
Prepaid expenses and other current assets | 303 | |||
Total current assets | 153,948 | |||
Property, plant and equipment, net | 806,648 | |||
Other assets, net | 61,679 | |||
Total assets | $ | 1,022,275 | ||
LIABILITIES AND EQUITY | ||||
Current liabilities (accounts payable and accrued liabilities) | $ | 34,953 | ||
Long-term debt payable to Westlake | 188,523 | |||
Other liabilities | 1,512 | |||
Total liabilities | 224,988 | |||
Common unitholderspublic (12,937,500 units issued and outstanding) | 288,487 | |||
Common unitholderWestlake (1,436,115 units issued and outstanding) | 3,828 | |||
Subordinated unitholderWestlake (12,686,115 units issued and outstanding) | 33,830 | |||
General partnerWestlake | (242,572 | ) | ||
Total Westlake Chemical Partners LP parent's capital | 83,573 | |||
Noncontrolling interests in OpCo | 713,714 | |||
Total equity | 797,287 | |||
Total liabilities and equity | $ | 1,022,275 | ||
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WESTLAKE CHEMICAL PARTNERS LP
COMBINED AND CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
Nine Months Ended September 30, 2014 (1) | ||||
(In thousands of dollars) | ||||
Cash flows from operating activities | ||||
Net income | $ | 415,891 | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Depreciation and amortization | 58,501 | |||
Other balance sheet changes | 11,598 | |||
Net cash provided by operating activities | 485,990 | |||
Cash flows from investing activities | ||||
Additions to property, plant and equipment | (144,348 | ) | ||
Settlements of derivative instruments | (133 | ) | ||
Net cash used for investing activities | (144,481 | ) | ||
Cash flows from financing activities | ||||
Proceeds from debt payable to Westlake | 141,161 | |||
Repayment of debt payable to Westlake with proceeds from the IPO | (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 IPO | (448,101 | ) | ||
Net cash used for financing activities | (251,521 | ) | ||
Net increase in cash | 89,988 | |||
Cash at beginning of period | ||||
Cash at end of period | $ | 89,988 | ||
_____________
(1) | WLKP Predecessor for the period from January 1, 2014 through August 3, 2014 and WLKP for the period from August 4, 2014 to September 30, 2014. |
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WESTLAKE CHEMICAL PARTNERS LP
RECONCILIATION OF DISTRIBUTABLE CASH FLOW ATTRIBUTABLE TO WLKP
TO NET INCOME AND NET CASH PROVIDED BY OPERATING ACTIVITIES
(Unaudited)
(In thousands of dollars)
Distributable cash flow attributable to WLKP for the period August 4, 2014 to September 30, 2014 | $ | 5,265 | ||
Add: | ||||
Distributable cash flow attributable to noncontrolling interests in OpCo for the ���period August 4, 2014 to September 30, 2014 | 51,652 | |||
Net income attributable to the Predecessor for the period July 1, 2014 to August 3, 2014 | 63,616 | |||
Maintenance capital expenditures for the period August 4, 2014 to September 30, 2014 | 5,839 | |||
Contribution to turnaround reserves for the period August 4, 2014 to September 30, 2014 | 4,484 | |||
Less: | ||||
Depreciation and amortization for the period August 4, 2014 to September 30, 2014 | (12,683 | ) | ||
Net income for the three months ended September 30, 2014 | 118,173 | |||
Net income for the six months ended June 30, 2014 | 297,718 | |||
Net income for the nine months ended September 30, 2014 | 415,891 | |||
Depreciation and amortization | 58,501 | |||
Other balance sheet changes | 11,598 | |||
Net cash provided by operating activities for the nine months ended September 30, 2014 | $ | 485,990 | ||
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