Attached files
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8-K/A - FORM 8-K/A - Western Midstream Operating, LP | h76438e8vkza.htm |
EX-99.2 - EX-99.2 - Western Midstream Operating, LP | h76438exv99w2.htm |
EX-23.1 - EX-23.1 - Western Midstream Operating, LP | h76438exv23w1.htm |
Exhibit 99.1
WATTENBERG ASSETS
INDEX TO FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS
Page | ||||
Independent Auditors Report |
2 | |||
Statements of income for the six months ended June 30, 2010 (unaudited) and |
3 | |||
for the year ended December 31, 2009 |
||||
Balance sheet as of June 30, 2010 (unaudited) and December 31, 2009 |
4 | |||
Statements of parent net equity for the six months ended June 30, 2010 (unaudited) and |
5 | |||
for the year ended December 31, 2009 |
||||
Statements of cash flows for the six months ended June 30, 2010 (unaudited) and |
6 | |||
for the year ended December 31, 2009 |
||||
Notes to financial statements |
7 |
Independent Auditors Report
The Board of Directors and Unitholders
Western Gas Holdings, LLC (as general partner of Western Gas Partners, LP):
Western Gas Holdings, LLC (as general partner of Western Gas Partners, LP):
We have audited the accompanying balance sheet of Western Gas Partners, LPs Wattenberg Assets, as
defined in Note 1 to the financial statements, as of December 31, 2009, and the related statements
of income, parent net equity and cash flows for the year ended December 31, 2009. These financial
statements are the responsibility of the Partnerships management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United
States of America. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. An audit
includes consideration of internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Partnerships internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a reasonable basis for
our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the financial position of Western Gas Partners, LPs Wattenberg Assets as of December 31,
2009, and the results of its operations and its cash flows for the year ended December 31, 2009 in
conformity with U.S. generally accepted accounting principles.
/s/
KPMG LLP
Houston, Texas
September 29, 2010
September 29, 2010
2
WATTENBERG ASSETS
STATEMENTS OF INCOME
(in thousands)
STATEMENTS OF INCOME
(in thousands)
Six Months Ended | Year Ended | |||||||
June 30, 2010 | December 31, 2009 | |||||||
(unaudited) | ||||||||
Revenues affiliates |
||||||||
Natural gas gathering |
$ | 16,679 | $ | 32,065 | ||||
Natural gas, natural gas liquids and condensate sales |
26,902 | 26,158 | ||||||
Total revenues affiliates |
43,581 | 58,223 | ||||||
Revenues third parties |
||||||||
Natural gas gathering |
10,218 | 20,540 | ||||||
Natural gas, natural gas liquids and condensate sales |
11,332 | 23,328 | ||||||
Other |
| 346 | ||||||
Total revenues third parties |
21,550 | 44,214 | ||||||
Total revenues |
65,131 | 102,437 | ||||||
Operating expenses (a) |
||||||||
Cost of product |
16,536 | 22,620 | ||||||
Operation and maintenance |
15,693 | 28,922 | ||||||
General and administrative |
2,091 | 4,147 | ||||||
Property and other taxes |
1,700 | 3,273 | ||||||
Depreciation and amortization |
8,093 | 15,694 | ||||||
Total operating expenses |
44,113 | 74,656 | ||||||
Operating income |
21,018 | 27,781 | ||||||
Interest income, net affiliates |
32 | 180 | ||||||
Other income, net |
| 7 | ||||||
Income before income taxes |
21,050 | 27,968 | ||||||
Income tax expense |
8,002 | 10,632 | ||||||
Net income |
$ | 13,048 | $ | 17,336 | ||||
(a) | Operating expenses include amounts charged by affiliates to the Partnerships Wattenberg Assets, as defined in Note 1Description of Business and Basis of Presentation, for services as well as amounts paid by affiliates to third parties on behalf of the Partnerships Wattenberg Assets. Cost of product expenses include product purchases from affiliates of $9.3 million and $9.9 million for the six months ended June 30, 2010 and for the year ended December 31, 2009, respectively. Operation and maintenance expenses include charges from affiliates of $5.3 million and $9.3 million for the six months ended June 30, 2010 and for the year ended December 31, 2009, respectively. General and administrative expenses include charges from affiliates of $2.1 million and $4.1 million for the six months ended June 30, 2010 and for the year ended December 31, 2009, respectively. See Note 3Transactions with Affiliates. |
See accompanying notes to the financial statements.
3
WATTENBERG ASSETS
BALANCE SHEET
(in thousands)
BALANCE SHEET
(in thousands)
June 30, | December 31, | |||||||
2010 | 2009 | |||||||
(unaudited) | ||||||||
ASSETS | ||||||||
Current assets |
||||||||
Accounts receivable |
$ | 4,632 | $ | 5,124 | ||||
Natural gas imbalance receivables |
87 | | ||||||
Deferred income taxes |
668 | 778 | ||||||
Other current assets |
96 | 98 | ||||||
Total current assets |
5,483 | 6,000 | ||||||
Property, plant and equipment |
||||||||
Cost |
457,285 | 414,142 | ||||||
Less accumulated depreciation |
53,414 | 46,531 | ||||||
Net property, plant and equipment |
403,871 | 367,611 | ||||||
Goodwill |
26,100 | 26,100 | ||||||
Total assets |
$ | 435,454 | $ | 399,711 | ||||
LIABILITIES AND PARENT NET EQUITY |
||||||||
Current liabilities |
||||||||
Accounts payable |
$ | 2,788 | $ | 3,133 | ||||
Natural gas imbalance payables |
| 202 | ||||||
Accrued ad valorem taxes |
1,700 | 3,273 | ||||||
Accrued liabilities |
4,809 | 2,293 | ||||||
Total current liabilities |
9,297 | 8,901 | ||||||
Long-term liabilities |
||||||||
Deferred income taxes |
122,262 | 124,398 | ||||||
Asset retirement obligations and other liabilities |
41,455 | 40,898 | ||||||
Total long-term liabilities |
163,717 | 165,296 | ||||||
Total liabilities |
173,014 | 174,197 | ||||||
Commitments and contingencies (Note 9) |
| | ||||||
Parent net equity |
262,440 | 225,514 | ||||||
Total liabilities and parent net equity |
$ | 435,454 | $ | 399,711 | ||||
See accompanying notes to the financial statements.
4
WATTENBERG ASSETS
STATEMENTS OF PARENT NET EQUITY
(in thousands)
STATEMENTS OF PARENT NET EQUITY
(in thousands)
Six Months Ended | Year Ended | |||||||
June 30, 2010 | December 31, 2009 | |||||||
(unaudited) | ||||||||
Beginning balance |
$ | 225,514 | $ | 232,382 | ||||
Net income |
13,048 | 17,336 | ||||||
Net contributions from (distributions to) Parent |
23,878 | (24,204 | ) | |||||
Ending balance |
$ | 262,440 | $ | 225,514 | ||||
See accompanying notes to the financial statements.
5
WATTENBERG ASSETS
STATEMENTS OF CASH FLOWS
(in thousands)
STATEMENTS OF CASH FLOWS
(in thousands)
Six Months Ended | Year Ended | |||||||
June 30, 2010 | December 31, 2009 | |||||||
(unaudited) | ||||||||
Cash flow from operating activities |
||||||||
Net income |
$ | 13,048 | $ | 17,336 | ||||
Adjustments to reconcile net income to
net cash provided by operating activities: |
||||||||
Depreciation and amortization |
8,093 | 15,694 | ||||||
Deferred income taxes |
(2,026 | ) | (2,421 | ) | ||||
Changes in assets and liabilities: |
||||||||
Decrease in accounts receivable |
492 | 2,746 | ||||||
Increase in natural gas imbalance receivables |
(87 | ) | | |||||
Decrease in accounts payable, accrued liabilities and
natural gas imbalance payables |
(2,157 | ) | (2,446 | ) | ||||
Decrease in other items, net |
(642 | ) | (1,606 | ) | ||||
Net cash provided by operating activities |
16,721 | 29,303 | ||||||
Cash flow from investing activities |
||||||||
Capital expenditures |
(40,599 | ) | (5,099 | ) | ||||
Net cash used in investing activities |
(40,599 | ) | (5,099 | ) | ||||
Cash flow from financing activities |
||||||||
Net contributions from (distributions to) Parent |
23,878 | (24,204 | ) | |||||
Net cash provided by (used in) financing activities |
23,878 | (24,204 | ) | |||||
Net increase in cash |
| | ||||||
Cash at beginning of period |
| | ||||||
Cash at end of period |
$ | | $ | | ||||
See accompanying notes to the financial statements.
6
Notes to the financial statements of the Wattenberg Assets
1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
The accompanying financial statements and related notes present the financial position, results of
operations, parent net equity and cash flows of certain midstream assets acquired by Western Gas
Partners, LP (the Partnership) from affiliates of Anadarko Petroleum Corporation. Specifically,
the acquisition consisted of a 100% ownership interest in Kerr-McGee Gathering LLC, which owns the
Wattenberg gathering system and related facilities, including the Fort Lupton processing plant.
These assets, located in the Denver-Julesburg Basin, north and east of Denver, Colorado, are
referred to collectively as the Wattenberg Assets, and the acquisition is referred to as the
Wattenberg Acquisition. See Note 10Subsequent Events, for more information.
The Wattenberg Assets primarily provide gathering and processing services. Anadarko Petroleum Corporation acquired
the Wattenberg Assets in connection with its August 10, 2006 acquisition of Kerr-McGee Corporation.
For purposes of these financial statements, the Partnership refers to Western Gas Partners, LP
and its consolidated subsidiaries; Anadarko or Parent refers to Anadarko Petroleum Corporation
and its consolidated subsidiaries, excluding the Partnership; and affiliates refers to wholly
owned and partially owned subsidiaries of Anadarko, excluding the Partnership.
These financial statements were prepared in connection with the Partnerships acquisition of the
Wattenberg Assets from Anadarko and incorporate the activities and account balances of the
Wattenberg Assets as reflected in the historical cost-basis accounts of the Parent, with certain
adjustments made in order to reasonably reflect substantially all of the costs of doing business.
These adjustments required the use of managements assumptions, allocations and estimates.
The accompanying financial statements and notes thereto were prepared for the purpose of complying
with Securities Exchange Commission (the SEC) rules and regulations, including but not limited to
Regulation S-X, Article 3, General Instructions as to Financial Statements, and Staff Accounting
Bulletin (SAB) Topic 1-B, Allocation of Expenses and Related Disclosures in Financial Statements
of Subsidiaries, Divisions or Lesser Business Components of Another Entity. Certain expenses
incurred by the Parent were only indirectly attributable to the Wattenberg Assets. In connection
with the Wattenberg Acquisition by the Partnership, agreements between Anadarko and the Partnership
became effective for the Wattenberg Assets either on July 1, 2010, the effective date for
accounting purposes, or on August 2, 2010, the closing date. These agreements materially affected
certain items related to the Wattenberg Assets, primarily general and administrative expense and
settlements of affiliate-based transactions. In addition, the Partnership entered into a 10-year,
fee-based gathering agreement with Anadarko for all of its affiliate throughput on the Wattenberg
Assets. Beginning with the Partnerships quarterly report on form 10-Q for the quarter ending
September 30, 2010, the Wattenberg Assets will be consolidated by the Partnership, which generally
is not subject to federal or state income tax, other than Texas margin tax, thereby substantially
eliminating the applicability of entity-level federal income taxation for income attributable to
the Wattenberg Assets with respect to periods including and subsequent to the August 2, 2010
closing date. Accordingly, these financial statements are not indicative of the actual results of
operations that would have occurred if the Wattenberg Assets had been operated separately during
the periods reported and are also not indicative of future results of operations. Transactions
between the Wattenberg Assets and the Parent have been identified in the financial statements as
transactions between affiliates. The allocations and related estimates and assumptions are more
fully described in Note 2Summary of Significant Accounting Policies and Note 3Transactions with
Affiliates.
The information furnished herein reflects all normal recurring adjustments that are, in the opinion
of management, necessary for a fair statement of financial position as of June 30, 2010 (unaudited)
and December 31, 2009 and for the results of operations, changes in parent net equity and cash
flows for the six months ended June 30, 2010 (unaudited) and for the year ended December 31, 2009.
7
Notes to the financial statements of the Wattenberg Assets
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of estimates
To conform to accounting principles generally accepted in the United States, management makes
estimates and assumptions that affect the amounts reported in the financial statements and the
notes thereto. These estimates are evaluated on an ongoing basis, utilizing historical experience
and other methods considered reasonable in the particular circumstances. Although these estimates
are based on managements best available knowledge at the time, actual results may differ.
Effects on the Wattenberg Assets business, financial position and results of operations resulting
from revisions to estimates are recognized when the facts that give rise to the revision become
known. Changes in facts and circumstances or discovery of new facts or circumstances may result in
revised estimates and actual results may differ from these estimates.
Fair value
The fair value measurement standard defines fair value as the price that would be received to sell
an asset or paid to transfer a liability in an orderly transaction between market participants at
the measurement date. The standard characterizes inputs used in determining fair value according to
a hierarchy that prioritizes those inputs based upon the degree to which they are observable. The
three levels of the fair value hierarchy are as follows:
Level 1 inputs represent quoted prices in active markets for identical assets or liabilities. |
Level 2 inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (for example, quoted market prices for similar assets or liabilities in active markets or quoted market prices for identical assets or liabilities in markets not considered to be active, inputs other than quoted prices that are observable for the asset or liability, or market-corroborated inputs). |
Level 3 inputs that are not observable from objective sources, such as managements internally developed assumptions used in pricing an asset or liability (for example, an estimate of future cash flows used in managements internally developed present value of future cash flows model that underlies the fair value measurement). |
Nonfinancial assets and liabilities initially measured at fair value include impaired long-lived
assets (asset groups), goodwill impairment, initial recognition of asset retirement obligations and
initial recognition of environmental obligations assumed in a third-party acquisition.
Financial instruments included in the accompanying financial statements include accounts receivable
and accounts payable. The carrying value of accounts receivable and accounts payable approximates
their fair value due to the short-term nature of these items. Impairment analyses for long-lived
assets, goodwill impairments and initial recognition of asset retirement obligations and
environmental obligations utilize Level 3 inputs.
Property, plant and equipment
Property, plant and equipment are stated at the lower of historical cost less accumulated
depreciation or fair value if impaired. All construction-related direct labor and material costs
are capitalized. The cost of renewals and betterments that extend the useful life of property,
plant and equipment is also capitalized. The cost of repairs, replacements and major maintenance
projects that do not extend the useful life or increase the expected output of property, plant and
equipment is expensed as incurred.
8
Notes to the financial statements of the Wattenberg Assets
Depreciation is computed over the assets estimated useful life using the straight-line method,
based on estimated useful lives and salvage values of assets. Uncertainties that may impact these
estimates include, among others, changes in laws and regulations relating to environmental matters,
including air and water quality, restoration and abandonment requirements; economic conditions and
supply and demand in the area. When assets are placed into service, management makes estimates with
respect to useful lives and salvage values that management believes are reasonable. However,
subsequent events could cause a change in estimates, thereby impacting future depreciation amounts.
Management evaluates the ability to recover the carrying amount of long-lived assets and determines
whether such long-lived assets have been impaired. Impairment exists when the carrying amount of an
asset exceeds estimates of the undiscounted cash flows expected to result from the use and eventual
disposition of the asset. When alternative courses of action to recover the carrying amount of a
long-lived asset are under consideration, estimates of future undiscounted cash flows take into
account possible outcomes and probabilities of their occurrence. If the carrying amount of the
long-lived asset is not recoverable, based on the estimated future undiscounted cash flows, the
impairment loss is measured as the excess of the assets carrying amount over its estimated fair
value, such that the assets carrying amount is adjusted to its estimated fair value with an
offsetting charge to impairment expense.
Fair value represents the estimated price between market participants to sell an asset in the
principal or most advantageous market for the asset, based on assumptions a market participant
would make. When warranted, management assesses the fair value of long-lived assets using commonly
accepted techniques and may use more than one source in making such assessments. Sources used to
determine fair value include, but are not limited to, recent third-party comparable sales,
internally developed discounted cash flow analyses and analyses from outside advisors. Significant
changes, such as changes in contract rates or terms, the condition of an asset, or managements
intent to utilize the asset, generally require management to reassess the cash flows related to
long-lived assets. A reduction of carrying value of fixed assets would represent a Level 3 fair
value measure. No impairment expense was recognized for the six months ended June 30, 2010 or for
the year ended December 31, 2009.
Goodwill
Goodwill included in the financial statements represents the portion of Anadarkos gathering and
processing reporting unit goodwill attributed to the Wattenberg Assets and acquired by the
Partnership. Management evaluates whether goodwill has been impaired annually as of October 1,
unless facts and circumstances make it necessary to test more frequently. The impairment test
requires an allocation of goodwill and all other assets and liabilities to business levels referred
to as reporting units. The Wattenberg Assets goodwill is a portion of the goodwill attributed to
one reporting unit. The fair value of the reporting unit is determined and compared to the carrying
amount of the reporting unit. If the fair value of the reporting unit exceeds its carrying amount,
no further action is required. However, if the fair value of the reporting unit is less than its
carrying value including goodwill, then the goodwill is written down to its implied fair value
based on a hypothetical purchase price allocation through a charge to impairment expense. The
reduced carrying value of goodwill would represent a Level 3 fair value measure.
No goodwill impairment was recognized for the six months ended June 30, 2010 or for the year ended
December 31, 2009.
Asset retirement obligations
Management recognizes a liability based on the estimated costs of retiring tangible long-lived
assets. The liability is recognized at the fair value measured using discounted expected future
cash outflows of the asset retirement obligation when the obligation originates, which generally is
when an asset is acquired or constructed. The carrying amount of the associated asset is increased
commensurate with the liability recognized. The initial recognition of
asset retirement obligations represents a Level 3 fair value measure. Accretion expense is
recognized over time as the discounted liability is accreted to its expected settlement value.
Subsequent to the initial recognition, the liability is also adjusted for any changes in the
expected value of the retirement obligation (with a corresponding adjustment
9
Notes to the financial statements of the Wattenberg Assets
to property, plant and
equipment) until the obligation is settled. If the fair value of the estimated asset retirement
obligation changes, an adjustment is recorded for both the asset retirement obligation and the
associated asset carrying amount. Revisions in estimated asset retirement obligations may result
from changes in estimated inflation rates, discount rates, retirement costs and the estimated
timing of settling asset retirement obligations.
Revenues and cost of product
Revenues include gathering and processing services pursuant to fee-based and keep-whole agreements and
the sales of residue gas, condensate and NGLs. Under its fee-based agreements, the Wattenberg
Assets earn a fixed fee per unit of the natural gas gathered and recognize revenues for its
services at the time such services are performed. Revenues from fee-based agreements are reported
in the line titled natural gas gathering in the statements of income. Proceeds from the
sale of residue gas, NGLs and condensate are recognized as revenue upon transfer of title and are
reported in the line titled natural gas, natural gas liquids and condensate sales in the statements
of income.
The Wattenberg Assets purchase natural gas volumes at the wellhead for gathering and processing.
As a result, the Wattenberg Assets have volumes of NGLs and condensate to sell and volumes of residue gas to either sell, use
for system fuel or to satisfy keep-whole obligations. Depending upon specific contract terms,
condensate and NGLs recovered during gathering and processing are either returned to the producer, or retained and sold.
When condensate or NGLs are retained and sold, producers are kept
whole for the condensate or NGL volumes through
the receipt of a thermally equivalent volume of residue gas. Under these keep-whole agreements, the
Wattenberg Assets recognize revenue for the sale of condensate and
NGLs and the related purchases are recorded
as cost of product.
During 2009, agreements were entered into with an affiliate of Anadarko whereby the affiliate
purchases NGLs from the
Wattenberg Assets, then sells such volumes to third parties. Previously,
such NGLs were retained by the system and sold directly to third parties.
In connection with the Wattenberg Acquisition, the Partnership entered into a 10-year, fee-based
gathering agreement with Anadarko effective on July 1, 2010 for all of its affiliate throughput on
the Wattenberg Assets. The Partnership also entered into five-year commodity price swap agreements
with Anadarko effective July 1, 2010 to mitigate exposure to commodity price volatility from the
purchase of natural gas and the sale of residue gas, NGLs and
condensate related to the Wattenberg Assets. See Note 10Subsequent Events for more information.
Natural gas imbalances
The balance sheet includes natural gas imbalance receivables and payables resulting from
differences in (i) gas volumes received into the Wattenberg Assets and (ii) gas volumes delivered
by the Wattenberg Assets to customers or otherwise settled pursuant to the applicable contract
terms. Natural gas imbalances that are subject to monthly cash settlement are valued according to
the terms of the contract as of the balance sheet dates, and generally reflect market index prices.
Other natural gas imbalances that are ultimately settled in-kind are valued at the weighted average
cost of natural gas as of the balance sheet dates. Changes in natural gas imbalances are reported
in other revenues or cost of product expense in the statements of income.
Environmental expenditures
Environmental expenditures related to conditions caused by past operations that do not generate
current or future revenues are expensed. Environmental expenditures related to operations that
generate current or future revenues are
expensed or capitalized, as appropriate. The Partnership accrues for losses associated with
environmental-remediation obligations when such losses are probable and can be reasonably
estimated. Accruals for estimated losses from environmental-remediation obligations are recognized
no later than the time of the completion of the remediation feasibility study. These accruals are
adjusted as additional information becomes available or as
10
Notes to the financial statements of the Wattenberg Assets
circumstances change. Costs of future
expenditures for environmental-remediation obligations are not discounted to their present value.
See Note 9Commitments and ContingenciesEnvironmental obligations.
Cash
The Parent provided cash as needed to support the Wattenberg Assets and collected cash from the
services provided by the Wattenberg Assets. Consequently, the accompanying balance sheets do not
include any cash balances. See Note 3Transactions with Affiliates for information on the Parents
centralized cash management process. Net cash paid to or received from the Parent is reflected as
net contributions from or distributions to the Parent on the accompanying statements of parent net
equity and cash flows.
Bad-debt reserve
A majority of the Wattenberg Assets revenues are from Anadarko, for which no credit limit is
maintained. Management analyzes its exposure to bad debts on a customer-by-customer basis for the
Wattenberg Assets third-party accounts receivable and may establish credit limits for significant
third-party customers. There were no amounts recorded for bad-debt reserves for the Wattenberg
Assets at June 30, 2010 or December 31, 2009.
Income taxes
The Wattenberg Assets are not subject to income tax as a stand-alone entity. The current federal
and state income taxes included in these financial statements represent the Wattenberg Assets
allocable share of Anadarkos current federal and state income taxes. Deferred federal and state
income taxes are provided on temporary differences between the financial statement carrying amounts
of recognized assets and liabilities and their respective tax bases as if tax returns were filed
for the Wattenberg Assets as a stand-alone entity.
New accounting standards
The Partnership adopted new guidance addressing subsequent events. The guidance does not change the
Partnerships accounting policy for subsequent events, but instead incorporates existing accounting
and disclosure requirements related to subsequent events from auditing standards into generally
accepted accounting principles (GAAP). This standard defines subsequent events as either
recognized subsequent events (events that provide additional evidence about conditions at the
balance sheet date) or nonrecognized subsequent events (events that provide evidence about
conditions that arose after the balance sheet date). Recognized subsequent events are recorded in
the financial statements for the current period presented, while nonrecognized subsequent events
are not. Both types of subsequent events require disclosure in the financial statements if those
financial statements would otherwise be misleading. Management has evaluated subsequent events
through September 29, 2010, the date the financial statements were available to be issued.
11
Notes to the financial statements of the Wattenberg Assets
3. TRANSACTIONS WITH AFFILIATES
Affiliate transactions
The Wattenberg Assets provide natural gas gathering and processing services to Anadarko and a portion of
the Wattenberg Assets expenditures is paid by or to Anadarko. Further, except for condensate and
volumes taken in-kind by certain producers, an affiliate of Anadarko purchases residue gas and
NGLs from the Wattenberg Assets. Each of these
activities results in affiliate transactions.
Cash management
Anadarko operates a cash management system whereby excess cash from most of its subsidiaries, held
in separate bank accounts, is swept into a centralized account. Sales and purchases related to the
Wattenberg Assets third-party transactions were received or paid in cash by Anadarko within the
centralized cash management system and were ultimately settled through an adjustment to parent net
equity. Interest on outstanding net affiliate balances owed to the Wattenberg Assets was charged at
a variable rate based on the Parents weighted average return on short-term investments (0.2% and
0.5% at June 30, 2010 and December 31, 2009, respectively). The outstanding affiliate balances were
entirely settled through an adjustment to parent net equity in connection with the Wattenberg
Acquisition.
Allocation of costs
The Wattenberg Assets do not have any employees. The employees supporting the operations of the
Wattenberg Assets are employees of Anadarko. For the purpose of these financial statements, a
portion of Anadarkos general and administrative expenses has been allocated to the Wattenberg
Assets in the form of a management services fee and included in the accompanying statements of
income. The management services fee represents allocable costs, including compensation, benefits,
pension and postretirement costs, associated with the provision of services for or on the behalf of
the Wattenberg Assets by the Parent related to the following: (i) various business services,
including, but not limited to, payroll, accounts payable and facilities management; and (ii)
various corporate services, including, but not limited to, legal, accounting, treasury, information
technology and human resources. General, administrative and management costs were allocated to the
Wattenberg Assets based on their proportionate share of the Parents assets and revenues.
Management considers these allocation methodologies to be reasonable.
Summary of affiliate transactions
Revenues from affiliates include amounts earned by the Wattenberg Assets from gathering services to
Anadarko, as well as from the sale of residue gas and NGLs to Anadarko. Operating expenses include
all amounts accrued or paid to affiliates for the operation of the Wattenberg Assets, whether in
providing services to affiliates or to third parties, including field labor, measurement and
analysis, and other disbursements. Affiliate expenses do not bear a direct relationship to
affiliate revenues and third-party expenses do not bear a direct relationship to third-party
revenues. For example, the Wattenberg Assets affiliate expenses are not necessarily those expenses
attributable to generating affiliate revenues. Interest income, net reflects interest charged on
net affiliate balances owed to the Wattenberg Assets. The following table summarizes affiliate
transactions (in thousands):
Six Months Ended | Year Ended | |||||||
June 30, 2010 | December 31, 2009 | |||||||
(unaudited) | ||||||||
Revenue affiliates |
$ | 43,581 | $ | 58,223 | ||||
Operating expenses affiliates |
16,725 | 23,297 | ||||||
Interest income, net affiliates |
32 | 180 |
12
Notes to the financial statements of the Wattenberg Assets
4. INCOME TAXES
Components of the Wattenberg Assets income tax expense (benefit) are as follows (in thousands):
Six Months Ended | Year Ended | |||||||
June 30, 2010 | December 31, 2009 | |||||||
(unaudited) | ||||||||
Current income taxes |
||||||||
Federal |
$ | 8,806 | $ | 11,463 | ||||
State |
1,222 | 1,590 | ||||||
Total current income taxes |
10,028 | 13,053 | ||||||
Deferred income taxes |
||||||||
Federal |
(1,779 | ) | (2,126 | ) | ||||
State |
(247 | ) | (295 | ) | ||||
Total deferred income taxes |
(2,026 | ) | (2,421 | ) | ||||
Total income tax expense |
$ | 8,002 | $ | 10,632 | ||||
The following table summarizes the reconciliation of the federal statutory tax rate to the
effective tax rate for the Wattenberg Assets (in thousands, except percentages):
Six Months Ended | Year Ended | |||||||
June 30, 2010 | December 31, 2009 | |||||||
(unaudited) | ||||||||
Income before income taxes |
$ | 21,050 | $ | 27,968 | ||||
Statutory tax rate |
35 | % | 35 | % | ||||
Tax computed at statutory rate |
7,368 | 9,789 | ||||||
State income taxes (net of federal benefit) |
634 | 843 | ||||||
Income tax expense |
$ | 8,002 | $ | 10,632 | ||||
Effective tax rate |
38 | % | 38 | % |
The tax effects of temporary differences that give rise to deferred tax assets (liabilities)
for the Wattenberg Assets at June 30, 2010 and December 31, 2009 are as follows (in thousands):
June 30, 2010 | December 31, 2009 | |||||||
(unaudited) | ||||||||
Net current deferred income tax assets |
$ | 668 | $ | 778 | ||||
Depreciable properties |
(123,699 | ) | (126,096 | ) | ||||
Other |
1,437 | 1,698 | ||||||
Net long-term deferred income tax liabilities |
(122,262 | ) | (124,398 | ) | ||||
Total net deferred income tax liabilities |
$ | (121,594 | ) | $ | (123,620 | ) | ||
13
Notes to the financial statements of the Wattenberg Assets
5. CONCENTRATION OF CREDIT RISK
Revenues from Anadarko and certain third-party customers exceeded 10% of the Wattenberg Assets
revenues for the six months ended June 30, 2010 and for the year ended December 31, 2009. The
percentages of revenues from Anadarko and the Wattenberg Assets other customers are as follows:
Six Months Ended | Year Ended | |||||||
June 30, 2010 | December 31, 2009 | |||||||
(unaudited) | ||||||||
Anadarko |
67 | % | 57 | % | ||||
Customer A |
| % | 13 | % | ||||
Customer B |
19 | % | 9 | % | ||||
Other |
14 | % | 21 | % | ||||
Total |
100 | % | 100 | % | ||||
6. PROPERTY, PLANT AND EQUIPMENT
A summary of the historical cost of the Wattenberg Assets property, plant and equipment is as
follows (in thousands, except for estimated useful life):
Estimated | ||||||||||||
useful life | June 30, 2010 | December 31, 2009 | ||||||||||
(unaudited) | ||||||||||||
Gathering and processing systems |
5 to 32 years | $ | 452,446 | $ | 412,722 | |||||||
Assets under construction |
n/a | 4,527 | 1,161 | |||||||||
Other |
5 to 15 years | 312 | 259 | |||||||||
Total property, plant and equipment |
457,285 | 414,142 | ||||||||||
Accumulated depreciation |
53,414 | 46,531 | ||||||||||
Total net property, plant and equipment |
$ | 403,871 | $ | 367,611 | ||||||||
The cost of property classified as Assets under construction is excluded from capitalized
costs being depreciated. These amounts represent property elements that are works-in-progress and
not yet suitable to be placed into productive service as of the balance sheet dates.
7. ACCRUED LIABILITIES
The following table provides the components of accrued liabilities (in thousands):
June 30, 2010 | December 31, 2009 | |||||||
(unaudited) | ||||||||
Property accruals |
$ | 2,950 | $ | 397 | ||||
Environmental obligations |
830 | 830 | ||||||
Deferred income |
650 | 650 | ||||||
Other |
379 | 416 | ||||||
Total accrued liabilities |
$ | 4,809 | $ | 2,293 | ||||
14
Notes to the financial statements of the Wattenberg Assets
8. ASSET RETIREMENT OBLIGATIONS
The following table provides a summary of changes in asset retirement obligations (in thousands):
Six Months Ended | Year Ended | |||||||
June 30, 2010 | December 31, 2009 | |||||||
(unaudited) | ||||||||
Carrying amount of asset retirement obligations
at beginning of period |
$ | 36,431 | $ | 38,233 | ||||
Accretion expense |
1,210 | 2,431 | ||||||
Revisions in estimates |
| (4,233 | ) | |||||
Carrying amount of asset retirement obligations
at end of period |
$ | 37,641 | $ | 36,431 | ||||
Revisions in estimates for the year ended December 31, 2009 relate primarily to an increase in
discount rates, partially offset by higher estimated costs.
9. COMMITMENTS AND CONTINGENCIES
Environmental obligations
The Wattenberg Assets are subject to various environmental-remediation and reclamation obligations
arising from federal, state and local regulations regarding air and water quality, hazardous and
solid waste disposal and other environmental matters. As of June 30, 2010, the Wattenberg Assets
balance sheet included an $830,000 current liability and $465,000 long-term liability for
remediation and reclamation obligations, included in Accrued liabilities and Asset retirement
obligations and other liabilities, respectively, on the balance sheet. As of December 31, 2009, the
Wattenberg Assets balance sheet included an $830,000 current liability and $660,000 long-term
liability for remediation and reclamation obligations. Management continually monitors the
remediation and reclamation process and the liabilities recorded. Management believes there are
currently no such matters that will have a material adverse effect on the Wattenberg Assets
results of operations, cash flows or financial position.
Litigation and legal proceedings
From time to time, the Wattenberg Assets are involved in legal, tax, regulatory and other
proceedings in various forums regarding performance, contracts and other matters that arise in the
ordinary course of business. Management is not aware of any such proceedings for which a final
disposition could have a material adverse effect on the Wattenberg Assets results of operations,
cash flows or financial position.
Lease commitments
During June 2010, Kerr-McGee Gathering LLC purchased $37.5 million of previously leased compression
equipment, terminating the lease and associated lease expense. Rent expense was
approximately $3.8 million and $6.9 million for the six months ended June 30, 2010 and for the year
ended December 31, 2009, respectively. The Wattenberg Assets remaining contractual lease
obligations as of June 30, 2010 represent month-to-month leases for compression equipment.
15
Notes to the financial statements of the Wattenberg Assets
10. SUBSEQUENT EVENTS
Acquisition of Wattenberg Assets by Western Gas Partners, LP
On August 2, 2010, the Partnership acquired the Wattenberg Assets from Anadarko. The consideration
paid by the Partnership consisted of (i) $473.1 million in cash, which was funded with $250.0
million of borrowings under a bank-syndicated unsecured term loan, $200.0 million of borrowings
under the Partnerships revolving credit facility, and $23.1 million cash on hand; as well as (ii)
the issuance of 1,048,196 common units and 21,392 general partner units of the Partnership to
affiliates of Anadarko. The $250.0 million term loan bears interest at LIBOR plus a margin ranging
from 2.50% to 3.50% depending on the Partnerships consolidated leverage ratio as defined in the
term loan agreement.
In connection with the Wattenberg Acquisition, the Partnership entered into five-year commodity
price swap agreements with Anadarko effective July 2010 to mitigate exposure to commodity price
volatility that would otherwise be present as a result of the Partnerships acquisition of the
Wattenberg Assets. Specifically, the commodity price swap agreements fix the margin the Partnership
will realize from the purchase of natural gas from third parties or
the sale of residue gas, condensate or NGLs to third parties at the Wattenberg
Assets. In this regard, the Partnerships notional volumes for each of the swap agreements are not
specifically defined; instead, the commodity price swap agreements apply to volumes equal in amount
to the Partnerships actual natural gas, condensate or NGL volumes purchased or sold at the
Wattenberg Assets.
Because the notional amounts are not fixed, the commodity price swap
agreements do not satisfy the definition of a derivative financial
instrument. The Partnership will recognize gains and losses on the
commodity price swap agreements in the period in which the associated
revenues are recognized.
Below is a summary of the fixed prices on the Partnerships commodity price swap
agreements for the Wattenberg Assets.
Year Ended December 31, | ||||||||||||||||||||||||
2010(1) | 2011 | 2012 | 2013 | 2014 | 2015(2) | |||||||||||||||||||
(per barrel) | ||||||||||||||||||||||||
Ethane |
$ | 17.33 | $ | 17.95 | $ | 18.21 | $ | 18.32 | $ | 18.36 | $ | 18.41 | ||||||||||||
Propane |
$ | 42.56 | $ | 44.25 | $ | 45.23 | $ | 45.90 | $ | 46.47 | $ | 47.08 | ||||||||||||
Iso butane |
$ | 55.95 | $ | 58.18 | $ | 59.51 | $ | 60.44 | $ | 61.24 | $ | 62.09 | ||||||||||||
Normal butane |
$ | 49.28 | $ | 51.25 | $ | 52.40 | $ | 53.20 | $ | 53.89 | $ | 54.62 | ||||||||||||
Natural gasoline |
$ | 65.57 | $ | 68.19 | $ | 69.77 | $ | 70.89 | $ | 71.85 | $ | 72.88 | ||||||||||||
Condensate |
$ | 68.18 | $ | 70.97 | $ | 72.73 | $ | 74.04 | $ | 75.22 | $ | 76.47 | ||||||||||||
(per MMBtu) |
||||||||||||||||||||||||
Natural gas |
$ | 4.18 | $ | 4.89 | $ | 5.21 | $ | 5.37 | $ | 5.57 | $ | 5.96 |
(1) | Effective July 1, 2010. | |
(2) | Through June 30, 2015. |
Affiliate gathering agreement
The Partnership entered into a 10-year, fee-based gathering agreement with Anadarko effective July
1, 2010 for all of its affiliate throughput on the Wattenberg Assets. Under the new gathering
agreement, the Wattenberg Assets earn a fixed fee based on the volume of the natural gas it gathers
and Anadarko retains its residue gas, condensate and NGLs.
Agreements with Anadarko
From and after the closing of the Wattenberg Acquisition and related transactions, the Wattenberg
Assets are subject to the terms and conditions of various agreements between the Partnership and
Anadarko, including the following:
| an omnibus agreement, which provides for certain indemnifications, reimbursement for expenses paid by Anadarko on behalf of the Partnership and compensation to Anadarko for providing the Partnership with certain general and administrative services and insurance coverage; |
16
Notes to the financial statements of the Wattenberg Assets
| a services and secondment agreement, pursuant to which specified employees of Anadarko are seconded to the general partner to provide operating, routine maintenance and other services with respect to the assets owned and operated by the Partnership under the direction, supervision and control of the general partner; | ||
| a tax sharing agreement, pursuant to which the Partnership will reimburse Anadarko for the Partnerships share of Texas margin tax borne by Anadarko as a result of the Wattenberg Assets results being included in a combined or consolidated tax return filed by Anadarko with respect to periods including and subsequent to August 2, 2010; and | ||
| other routine agreements with Anadarko or its subsidiaries that arise in the ordinary course of business for gathering services and other operational matters. |
Change in tax status
From and after closing of the Wattenberg Acquisition, the Wattenberg Assets will be consolidated by
the Partnership, which generally is not subject to federal income tax, thereby eliminating the
applicability of entity-level federal income taxation for income attributable to the Wattenberg
Assets with respect to periods including and subsequent to August 2, 2010. The Wattenberg Assets
will be subject to Texas margin tax on the portion of the Partnerships income from the Wattenberg
Assets that is allocable to Texas.
Affiliated balances subsequent to acquisition
Prior to July 1, 2010, cash transactions attributable to the Wattenberg Assets were received or
paid in cash by Anadarko within its centralized cash management system. In connection with the
Wattenberg Acquisition, affiliate receivable and payable balances, net with Anadarko were settled
through an adjustment to parent net equity. Subsequent to July 1, 2010, the Partnership
cash-settles transactions directly with third parties and Anadarko, including transactions
attributable to the Wattenberg Assets, and no interest is charged or earned on affiliate balances
other than balances associated with loan agreements.
17