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8-K - 8-K - Western Midstream Operating, LPwesq22015form8-k.htm


EXHIBIT 99.1

WESTERN GAS ANNOUNCES
SECOND-QUARTER 2015 RESULTS

HOUSTON, July 29, 2015 – Western Gas Partners, LP (NYSE: WES) (“WES” or the “Partnership”) and Western Gas Equity Partners, LP (NYSE: WGP) (“WGP”) today announced second-quarter 2015 financial and operating results.
WESTERN GAS PARTNERS, LP
Net income available to limited partners for the second quarter of 2015 totaled $64.6 million, or $0.44 per common unit (diluted). For the second quarter of 2015, Adjusted EBITDA(1) was $205.5 million and Distributable cash flow(1) was $173.3 million, resulting in a Coverage ratio(1) of 1.24 times for the period.
WES previously declared a quarterly distribution of $0.750 per unit for the second quarter of 2015. This distribution represented a 3% increase over the prior quarter’s distribution and a 15% increase over the second-quarter 2014 distribution of $0.650 per unit. The distribution will be paid on August 12, 2015, to unitholders of record at the close of business on July 31, 2015. The second-quarter 2015 Coverage ratio(1) of 1.24 times was based on the quarterly distribution of $0.750 per unit.
Total throughput attributable to WES for natural gas assets for the second quarter of 2015 averaged 4.1 Bcf/d, which was 4% above the prior quarter and 13% above the second quarter of 2014. Total throughput for crude/NGL assets for the second quarter of 2015 averaged 134 MBbls/d, which was 2% above the prior quarter and 17% above the second quarter of 2014.
“The successful startup of Lancaster Train II combined with significant sequential volume growth in the DJ and Delaware Basins has led to another quarter of solid operating performance,” said Chief Executive Officer, Don Sinclair. “Furthermore, we have protected our cash flow in the second half of the year by extending our DJ Basin and Hugoton fixed-price agreements with Anadarko through December 31, 2015.”



                                                                                                                                                                                    
(1) Please see the tables at the end of this release for a reconciliation of non-GAAP to GAAP measures and calculation of the Coverage ratio.

1



Capital expenditures attributable to WES on a cash basis, including equity investments but excluding acquisitions, totaled $136.3 million during the second quarter of 2015. Of this amount, maintenance capital expenditures were $10.3 million, or 5% of Adjusted EBITDA(1). Capital expenditures attributable to WES on an accrual basis, including equity investments but excluding acquisitions, totaled $120.2 million during the second quarter of 2015. The Partnership is slightly revising its 2015 outlook for maintenance capital expenditures, now estimating they will be between 7% and 10% of Adjusted EBITDA.
WESTERN GAS EQUITY PARTNERS, LP
WGP indirectly owns the entire general partner interest in WES, 100% of the incentive distribution rights in WES and 49,296,205 WES common units. Net income available to limited partners for the second quarter of 2015 totaled $67.8 million, or $0.31 per common unit (diluted).
WGP previously declared a quarterly distribution of $0.36375 per unit for the second quarter of 2015. This distribution represented a 6% increase over the prior quarter’s distribution and a 34% increase over the second-quarter 2014 distribution of $0.27125. The distribution will be paid on August 21, 2015, to unitholders of record at the close of business on July 31, 2015. WGP will receive distributions from WES of $80.3 million attributable to the second quarter and will pay $79.6 million in distributions for the same period.
CONFERENCE CALL TOMORROW AT 11 A.M. CDT
WES and WGP will host a joint conference call on Thursday, July 30, 2015, at 11:00 a.m. Central Daylight Time (12:00 p.m. Eastern Daylight Time) to discuss second-quarter 2015 results. Individuals who would like to participate should dial 866-777-2509 (Domestic) or 412-317-5413 (International) approximately 15 minutes before the scheduled conference call time. Pre-registration is available through the investor relations page at www.westerngas.com. Pre-registrants will be issued a personal identification number to use when dialing in to the live conference call, which will enable the participant to bypass the operator and gain immediate access to the call. To access the live audio webcast of the conference call, please visit the investor relations section of the Partnership’s website at www.westerngas.com. A replay of the conference call will also be available on the website for two weeks following the call.






                                                                                                                                                                                    
(1) Please see the tables at the end of this release for a reconciliation of non-GAAP to GAAP measures and calculation of the Coverage ratio.

2



Western Gas Partners, LP (“WES”) is a growth-oriented Delaware master limited partnership formed by Anadarko Petroleum Corporation to acquire, own, develop and operate midstream energy assets. With midstream assets located in the Rocky Mountains, the Mid-Continent, North-central Pennsylvania and Texas, WES is engaged in the business of gathering, processing, compressing, treating and transporting natural gas, condensate, natural gas liquids and crude oil for Anadarko, as well as for other producers and customers.
Western Gas Equity Partners, LP (“WGP”) is a Delaware master limited partnership formed by Anadarko to own the following types of interests in WES: (i) the general partner interest and all of the incentive distribution rights in WES, both owned through WGP’s 100% ownership of WES’s general partner, and (ii) a significant limited partner interest in WES.

For more information about Western Gas Partners, LP and Western Gas Equity Partners, LP, please visit www.westerngas.com.

This news release contains forward-looking statements. Western Gas Partners and Western Gas Equity Partners believe that their expectations are based on reasonable assumptions. No assurance, however, can be given that such expectations will prove to have been correct. A number of factors could cause actual results to differ materially from the projections, anticipated results or other expectations expressed in this news release. These factors include the ability to meet financial guidance or distribution growth expectations; the ability to safely and efficiently operate WES’s assets; the ability to obtain new sources of natural gas supplies; the effect of fluctuations in commodity prices and the demand for natural gas and related products; the ability to meet projected in-service dates for capital growth projects; construction costs or capital expenditures exceeding estimated or budgeted costs or expenditures; and the other factors described in the “Risk Factors” sections of WES’s and WGP’s most recent Forms 10-K filed with the Securities and Exchange Commission and in their other public filings and press releases. Western Gas Partners and Western Gas Equity Partners undertake no obligation to publicly update or revise any forward-looking statements.

# # #

WESTERN GAS CONTACT
Benjamin Fink, CFA
SVP, Chief Financial Officer and Treasurer
832.636.6010
benjamin.fink@westerngas.com


3



Western Gas Partners, LP Reconciliation of GAAP to Non-GAAP Measures

Below are reconciliations of (i) WES’s Distributable cash flow (non-GAAP) to net income attributable to Western Gas Partners, LP (GAAP), (ii) Adjusted EBITDA attributable to Western Gas Partners, LP (“Adjusted EBITDA”) (non-GAAP) to net income attributable to Western Gas Partners, LP (GAAP) and to net cash provided by operating activities (GAAP), and (iii) Adjusted gross margin attributable to Western Gas Partners, LP (“Adjusted gross margin”) (non-GAAP) to operating income (GAAP), as required under Regulation G of the Securities Exchange Act of 1934. Management believes that WES’s Distributable cash flow, Adjusted EBITDA, Adjusted gross margin, and Coverage ratio are widely accepted financial indicators of WES’s financial performance compared to other publicly traded partnerships and are useful in assessing its ability to incur and service debt, fund capital expenditures and make distributions. Distributable cash flow, Adjusted EBITDA, Adjusted gross margin and Coverage ratio, as defined by WES, may not be comparable to similarly titled measures used by other companies. Therefore, WES’s Distributable cash flow, Adjusted EBITDA, Adjusted gross margin and Coverage ratio should be considered in conjunction with net income and other applicable performance measures, such as operating income or cash flows from operating activities.

Distributable Cash Flow

WES defines Distributable cash flow as Adjusted EBITDA, plus interest income, plus the net settlement amounts from the sale and/or purchase of natural gas, drip condensate and NGLs under our commodity price swap agreements to the extent such amounts are not recognized as Adjusted EBITDA, less net cash paid for interest expense (including amortization of deferred debt issuance costs originally paid in cash, offset by non-cash capitalized interest), maintenance capital expenditures, and income taxes.
 
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
thousands except Coverage ratio
 
2015
 
2014 (1)
 
2015
 
2014 (1)
Reconciliation of Net income attributable to Western Gas Partners, LP to Distributable cash flow and calculation of the Coverage ratio
 
 
 
 
 
 
 
 
Net income attributable to Western Gas Partners, LP
 
$
110,522

 
$
99,167

 
$
194,090

 
$
190,223

Add:
 
 
 
 
 
 
 
 
Distributions from equity investees
 
25,902

 
24,328

 
47,572

 
36,641

Non-cash equity-based compensation expense
 
1,163

 
1,057

 
2,275

 
2,154

Interest expense, net (non-cash settled) (2)
 
4,190

 

 
5,610

 

Income tax (benefit) expense
 
(1,816
)
 
2,523

 
2,644

 
4,308

Depreciation, amortization and impairments (3)
 
65,311

 
44,662

 
134,955

 
86,110

Less:
 
 
 
 
 
 
 
 
Equity income, net
 
18,941

 
13,008

 
37,161

 
22,259

Cash paid for maintenance capital expenditures (3)
 
10,262

 
12,849

 
22,894

 
22,993

Capitalized interest
 
2,693

 
2,007

 
5,787

 
5,447

Cash paid for (reimbursement of) income taxes
 

 

 
(138
)
 
(340
)
Other income (3) (4)
 
68

 
79

 
137

 
157

Distributable cash flow
 
$
173,308

 
$
143,794

 
$
321,305

 
$
268,920

Distributions declared (5)
 
 
 
 
 
 
 
 
Limited partners
 
$
96,431

 
 
 
$
189,570

 
 
General partner
 
43,305

 
 
 
83,369

 
 
Total
 
$
139,736

 
 
 
$
272,939

 
 
Coverage ratio
 
1.24

x
 
 
1.18

x
 
 
(1) 
In March 2015, WES acquired Anadarko’s interest in Delaware Basin JV Gathering LLC, which owns a 50% interest in a gathering system and related facilities (the “DBJV system”). WES will make a cash payment on March 1, 2020, to Anadarko as consideration for the acquisition. The net present value of this future obligation has been recorded on the consolidated balance sheet under Deferred purchase price obligation - Anadarko. Financial information has been recast to include the financial position and results attributable to the DBJV system.
(2) 
Includes accretion expense related to the Deferred purchase price obligation - Anadarko associated with the acquisition of DBJV.
(3) 
Includes WES’s 75% share of depreciation, amortization and impairments; cash paid for maintenance capital expenditures; and other income attributable to Chipeta.
(4) 
Excludes income of zero and $0.1 million for the three months ended June 30, 2015 and 2014, respectively, and zero and $0.5 million for the six months ended June 30, 2015 and 2014, respectively, related to a component of a gas processing agreement accounted for as a capital lease.
(5) 
Reflects cash distributions of $0.750 and $1.475 per unit declared for the three and six months ended June 30, 2015, respectively.

4



Western Gas Partners, LP Reconciliation of GAAP to Non-GAAP Measures, continued

Adjusted EBITDA Attributable to Western Gas Partners, LP

WES defines Adjusted EBITDA as net income (loss) attributable to Western Gas Partners, LP, plus distributions from equity investees, non-cash equity-based compensation expense, interest expense, income tax expense, depreciation, amortization and impairments, and other expense, less gains on divestitures, income from equity investments, interest income, income tax benefit and other income.
 
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
thousands
 
2015
 
2014 (1)
 
2015
 
2014 (1)
Reconciliation of Net income attributable to Western Gas Partners, LP to Adjusted EBITDA attributable to Western Gas Partners, LP
 
 
 
 
 
 
 
 
Net income attributable to Western Gas Partners, LP
 
$
110,522

 
$
99,167

 
$
194,090

 
$
190,223

Add:
 
 
 
 
 
 
 
 
Distributions from equity investees
 
25,902

 
24,328

 
47,572

 
36,641

Non-cash equity-based compensation expense
 
1,163

 
1,057

 
2,275

 
2,154

Interest expense
 
27,604

 
20,864

 
50,564

 
34,825

Income tax expense
 

 
2,523

 
4,460

 
4,308

Depreciation, amortization and impairments (2)
 
65,311

 
44,662

 
134,955

 
86,110

Less:
 
 
 
 
 
 
 
 
Equity income, net
 
18,941

 
13,008

 
37,161

 
22,259

Interest income – affiliates
 
4,225

 
4,225

 
8,450

 
8,450

Other income (2) (3)
 
68

 
79

 
137

 
157

Income tax benefit
 
1,816

 

 
1,816

 

Adjusted EBITDA attributable to Western Gas Partners, LP
 
$
205,452

 
$
175,289

 
$
386,352

 
$
323,395

 
Reconciliation of Adjusted EBITDA attributable to Western Gas Partners, LP to Net cash provided by operating activities
 
 
 
 
 
 
 
 
Adjusted EBITDA attributable to Western Gas Partners, LP
 
$
205,452

 
$
175,289

 
$
386,352

 
$
323,395

Adjusted EBITDA attributable to noncontrolling interest
 
3,463

 
4,090

 
7,335

 
8,416

Interest income (expense), net
 
(23,379
)
 
(16,639
)
 
(42,114
)
 
(26,375
)
Uncontributed cash-based compensation awards
 
(68
)
 
(20
)
 
(145
)
 
33

Accretion and amortization of long-term obligations, net
 
4,958

 
678

 
7,070

 
1,358

Current income tax benefit (expense)
 
(117
)
 
(1,298
)
 
(819
)
 
(2,090
)
Other income (expense), net (3)
 
71

 
82

 
142

 
163

Distributions from equity investments in excess of cumulative earnings
 
(5,574
)
 
(7,804
)
 
(8,538
)
 
(9,848
)
Changes in operating working capital:
 
 
 
 
 
 
 
 
Accounts receivable, net
 
(28,463
)
 
(8,421
)
 
(46,135
)
 
(23,860
)
Accounts and natural gas imbalance payables and accrued liabilities, net
 
(10,168
)
 
(2,439
)
 
283

 
4,267

Other
 
(744
)
 
2,369

 
(1,964
)
 
4,247

Net cash provided by operating activities
 
$
145,431

 
$
145,887

 
$
301,467

 
$
279,706

Cash flow information of Western Gas Partners, LP
 
 
 
 
 
 
 
 
Net cash provided by operating activities
 
 
 
 
 
$
301,467

 
$
279,706

Net cash used in investing activities
 
 
 
 
 
$
(349,170
)
 
$
(801,530
)
Net cash provided by financing activities
 
 
 
 
 
$
68,417

 
$
531,725

  
(1) 
Financial information has been recast to include the financial position and results attributable to the DBJV system.
(2) 
Includes WES’s 75% share of depreciation, amortization and impairments; and other income attributable to Chipeta.
(3) 
Excludes income of zero and $0.1 million for the three months ended June 30, 2015 and 2014, respectively, and zero and $0.5 million for the six months ended June 30, 2015 and 2014, respectively, related to a component of a gas processing agreement accounted for as a capital lease.

5



Western Gas Partners, LP Reconciliation of GAAP to Non-GAAP Measures, continued

Adjusted gross margin attributable to Western Gas Partners, LP

WES defines Adjusted gross margin as total revenues less gains on divestitures and cost of product, plus distributions from equity investees and excluding the noncontrolling interest owner’s proportionate share of revenue and cost of product.
 
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
thousands
 
2015
 
2014 (1)
 
2015
 
2014 (1)
Reconciliation of Adjusted gross margin attributable to Western Gas Partners, LP to Operating income
 
 
 
 
 
 
 
 
Adjusted gross margin attributable to Western Gas Partners, LP for natural gas assets
 
$
255,342

 
$
222,913

 
$
489,194

 
$
418,684

Adjusted gross margin for crude/NGL assets
 
22,018

 
21,507

 
42,202

 
32,296

Adjusted gross margin attributable to Western Gas Partners, LP
 
$
277,360

 
$
244,420

 
$
531,396

 
$
450,980

Adjusted gross margin attributable to noncontrolling interest
 
$
4,661

 
$
4,935

 
$
9,469

 
$
10,029

Equity income, net
 
18,941

 
13,008

 
37,161

 
22,259

Less:
 
 
 
 
 
 
 
 
Distributions from equity investees
 
25,902

 
24,328

 
47,572

 
36,641

Operation and maintenance
 
56,827

 
55,404

 
112,976

 
99,981

General and administrative
 
8,667

 
8,445

 
19,179

 
17,349

Property and other taxes
 
8,775

 
7,316

 
17,298

 
14,550

Depreciation, amortization and impairments
 
65,961

 
45,305

 
136,253

 
87,390

Operating income
 
$
134,830


$
121,565


$
244,748


$
227,357

  
(1) 
Financial information has been recast to include the financial position and results attributable to the DBJV system.


6



Western Gas Partners, LP
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
 
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
thousands except per-unit amounts
 
2015
 
2014 (1)
 
2015
 
2014 (1)
Revenues
 
 
 
 
 
 
 
 
Gathering, processing and transportation of natural gas and natural gas liquids
 
$
228,236

 
$
175,885

 
$
438,080

 
$
330,382

Natural gas, natural gas liquids and drip condensate sales
 
173,261

 
167,628

 
337,429

 
305,277

Other
 
915

 
2,056

 
1,997

 
3,627

Total revenues
 
402,412

 
345,569

 
777,506

 
639,286

Equity income, net
 
18,941

 
13,008

 
37,161

 
22,259

Operating expenses
 
 
 
 
 
 
 
 
Cost of product
 
146,293

 
120,542

 
284,213

 
214,918

Operation and maintenance
 
56,827

 
55,404

 
112,976

 
99,981

General and administrative
 
8,667

 
8,445

 
19,179

 
17,349

Property and other taxes
 
8,775

 
7,316

 
17,298

 
14,550

Depreciation, amortization and impairments
 
65,961

 
45,305

 
136,253

 
87,390

Total operating expenses
 
286,523

 
237,012

 
569,919

 
434,188

Operating income
 
134,830


121,565


244,748


227,357

Interest income  affiliates
 
4,225

 
4,225

 
8,450

 
8,450

Interest expense
 
(27,604
)
 
(20,864
)
 
(50,564
)
 
(34,825
)
Other income (expense), net
 
71

 
214

 
142

 
691

Income before income taxes
 
111,522

 
105,140

 
202,776

 
201,673

Income tax (benefit) expense
 
(1,816
)
 
2,523

 
2,644

 
4,308

Net income
 
113,338

 
102,617

 
200,132

 
197,365

Net income attributable to noncontrolling interest
 
2,816

 
3,450

 
6,042

 
7,142

Net income attributable to Western Gas Partners, LP
 
$
110,522

 
$
99,167

 
$
194,090

 
$
190,223

Limited partners’ interest in net income:
 
 
 
 
 
 
 
 
Net income attributable to Western Gas Partners, LP
 
$
110,522

 
$
99,167

 
$
194,090

 
$
190,223

Pre-acquisition net (income) loss allocated to Anadarko
 

 
(4,135
)
 
(1,742
)
 
(6,800
)
General partner interest in net (income) loss
 
(45,915
)
 
(28,047
)
 
(87,908
)
 
(52,881
)
Limited partners’ interest in net income
 
64,607

 
66,985

 
$
104,440

 
$
130,542

Net income per common unit – basic
 
$
0.44

 
$
0.57

 
$
0.70

 
$
1.11

Net income per common unit – diluted
 
0.44

 
0.57

 
0.70

 
1.11

Weighted-average common units outstanding – basic
 
128,481

 
118,177

 
128,111

 
117,948

Weighted-average common units outstanding – diluted
 
139,504

 
118,177

 
139,092

 
117,948

 
(1) 
Financial information has been recast to include the financial position and results attributable to the DBJV system.


7



Western Gas Partners, LP
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
thousands except number of units
 
June 30,
2015
 
December 31, 2014 (1)
Current assets
 
$
272,101

 
$
186,364

Note receivable  Anadarko
 
260,000

 
260,000

Net property, plant and equipment
 
4,782,541

 
4,571,443

Other assets
 
1,901,400

 
1,936,725

Total assets
 
$
7,216,042

 
$
6,954,532

Current liabilities
 
$
213,063

 
$
239,833

Long-term debt
 
2,677,023

 
2,422,954

Asset retirement obligations and other
 
125,910

 
157,370

Deferred purchase price obligation  Anadarko
 
179,886

 

Total liabilities
 
$
3,195,882

 
$
2,820,157

Equity and partners’ capital
 
 
 
 
Common units (128,574,646 and 127,695,130 units issued and outstanding at June 30, 2015, and December 31, 2014, respectively)
 
$
3,102,772

 
$
3,119,714

Class C units (11,077,794 and 10,913,853 units issued and outstanding at June 30, 2015, and December 31, 2014, respectively)
 
732,192

 
716,957

General partner units (2,583,068 units issued and outstanding at June 30, 2015, and December 31, 2014)
 
116,859

 
105,725

Net investment by Anadarko
 

 
122,509

Noncontrolling interest
 
68,337

 
69,470

Total liabilities, equity and partners’ capital
 
$
7,216,042

 
$
6,954,532

(1) 
Financial information has been recast to include the financial position and results attributable to the DBJV system.

8



Western Gas Partners, LP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
 
Six Months Ended 
 June 30,
thousands
 
2015
 
2014 (1)
Cash flows from operating activities
 
 
 
 
Net income
 
$
200,132

 
$
197,365

Adjustments to reconcile net income to net cash provided by operating activities and changes in working capital:
 
 
 
 
Depreciation, amortization and impairments
 
136,253

 
87,390

Change in other items, net
 
(34,918
)
 
(5,049
)
Net cash provided by operating activities
 
301,467

 
279,706

Cash flows from investing activities
 
 
 
 
Capital expenditures
 
(338,178
)
 
(390,506
)
Contributions in aid of construction costs from affiliates
 

 
182

Acquisitions from affiliates
 
(9,968
)
 
(360,952
)
Acquisitions from third parties
 
(3,514
)
 

Investments in equity affiliates
 
(6,770
)
 
(60,102
)
Distributions from equity investments in excess of cumulative earnings
 
8,538

 
9,848

Proceeds from the sale of assets to affiliates
 
700

 

Proceeds from the sale of assets to third parties
 
22

 

Net cash used in investing activities
 
(349,170
)
 
(801,530
)
Cash flows from financing activities
 
 
 
 
Borrowings, net of debt issuance costs
 
769,694

 
1,076,895

Repayments of debt
 
(520,000
)
 
(480,000
)
Increase (decrease) in outstanding checks
 
(2,327
)
 
2,517

Proceeds from the issuance of common and general partner units, net of offering expenses
 
57,376

 
92,588

Distributions to unitholders
 
(259,247
)
 
(191,359
)
Distributions to noncontrolling interest owner
 
(7,175
)
 
(7,949
)
Net contributions from Anadarko
 
30,096

 
39,033

Net cash provided by financing activities
 
68,417

 
531,725

Net increase (decrease) in cash and cash equivalents
 
20,714

 
9,901

Cash and cash equivalents at beginning of period
 
67,054

 
100,728

Cash and cash equivalents at end of period
 
$
87,768

 
$
110,629

 
(1) 
Financial information has been recast to include the financial position and results attributable to the DBJV system.





9



Western Gas Partners, LP
OPERATING STATISTICS
(Unaudited)
 
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
MMcf/d except throughput measured in barrels and per-unit amounts
 
2015
 
2014 (1)
 
2015
 
2014 (1)
 
 
 
 
 
 
 
 
 
Throughput for natural gas assets
 
 
 
 
 
 
 
 
Gathering, treating and transportation
 
1,605

 
1,673

 
1,630

 
1,660

Processing
 
2,465

 
1,971

 
2,362

 
1,885

Equity investment (2)
 
172

 
153

 
169

 
170

Total throughput for natural gas assets
 
4,242

 
3,797

 
4,161

 
3,715

Throughput attributable to noncontrolling interest for natural gas assets
 
159

 
171

 
161

 
172

Total throughput attributable to Western Gas Partners, LP for natural gas assets (3)
 
4,083

 
3,626

 
4,000

 
3,543

Total throughput (MBbls/d) for crude/NGL assets (4)
 
134

 
115

 
133

 
97

Adjusted gross margin per Mcf attributable to Western Gas Partners, LP for natural gas assets (5)
 
$
0.69

 
$
0.68

 
$
0.68

 
$
0.65

Adjusted gross margin per Bbl for crude/NGL assets (6)
 
$
1.80

 
$
2.06

 
$
1.76

 
$
1.84

   
(1) 
Throughput has been recast to include throughput attributable to the DBJV system.
(2) 
Represents WES’s 14.81% share of average Fort Union and 22% share of average Rendezvous throughput. Excludes equity investment throughput measured in barrels (captured in “Total throughput (MBbls/d) for crude/NGL assets” as noted below).
(3) 
Includes affiliate, third-party and equity investment throughput (as equity investment throughput is defined in the above footnote), excluding the noncontrolling interest owner’s proportionate share of throughput.
(4) 
Represents total throughput measured in barrels, consisting of throughput from WES’s Chipeta NGL pipeline, WES’s 10% share of average White Cliffs throughput, WES’s 25% share of average Mont Belvieu JV throughput, WES’s 20% share of average TEG and TEP throughput and WES’s 33.33% share of average FRP throughput.
(5) 
Average for period. Calculated as Adjusted gross margin attributable to Western Gas Partners, LP for natural gas assets (total revenues for natural gas assets less cost of product for natural gas assets plus distributions from WES’s equity investments in Fort Union and Rendezvous, and excluding the noncontrolling interest owners’ proportionate share of revenue and cost of product) divided by total throughput (MMcf/d) attributable to Western Gas Partners, LP for natural gas assets.
(6) 
Average for period. Calculated as Adjusted gross margin for crude/NGL assets (total revenues for crude/NGL assets less cost of product for crude/NGL assets plus distributions from WES’s equity investments in White Cliffs, the Mont Belvieu JV, TEG, TEP and FRP), divided by total throughput (MBbls/d) for crude/NGL assets.


10



Western Gas Equity Partners, LP
CALCULATION OF CASH AVAILABLE FOR DISTRIBUTION
(Unaudited)
 
Three Months Ended
thousands except per-unit amount and Coverage ratio
June 30, 2015
Distributions declared by Western Gas Partners, LP:
 
General partner interest
$
2,752

Incentive distribution rights
40,553

Common units held by WGP
36,972

Less:
 
Public company general and administrative expense
640

Cash available for distribution
$
79,637

Declared distribution per common unit
$
0.36375

Distributions declared by Western Gas Equity Partners, LP
$
79,630

Coverage ratio
1.00
x


11



Western Gas Equity Partners, LP
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
 
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
thousands except per-unit amounts
 
2015
 
2014 (1)
 
2015
 
2014 (1)
Revenues
 
 
 
 
 
 
 
 
Gathering, processing and transportation of natural gas and natural gas liquids
 
$
228,236

 
$
175,885

 
$
438,080

 
$
330,382

Natural gas, natural gas liquids and drip condensate sales
 
173,261

 
167,628

 
337,429

 
305,277

Other
 
915

 
2,056

 
1,997

 
3,627

Total revenues
 
402,412

 
345,569

 
777,506

 
639,286

Equity income, net
 
18,941

 
13,008

 
37,161

 
22,259

Operating expenses
 
 
 
 
 
 
 
 
Cost of product
 
146,293

 
120,542

 
284,213

 
214,918

Operation and maintenance
 
56,827

 
55,404

 
112,976

 
99,981

General and administrative
 
9,442

 
9,202

 
20,789

 
19,077

Property and other taxes
 
8,801

 
7,316

 
17,324

 
14,550

Depreciation, amortization and impairments
 
65,961

 
45,305

 
136,253

 
87,390

Total operating expenses
 
287,324

 
237,769

 
571,555

 
435,916

Operating income
 
134,029


120,808


243,112


225,629

Interest income  affiliates
 
4,225

 
4,225

 
8,450

 
8,450

Interest expense
 
(27,604
)
 
(20,864
)
 
(50,566
)
 
(34,825
)
Other income (expense), net
 
80

 
235

 
160

 
731

Income before income taxes
 
110,730

 
104,404

 
201,156

 
199,985

Income tax (benefit) expense
 
(1,816
)
 
2,523

 
2,644

 
4,308

Net income
 
112,546

 
101,881

 
198,512

 
195,677

Net income attributable to noncontrolling interests
 
44,751

 
42,492

 
73,688

 
83,126

Net income attributable to Western Gas Equity Partners, LP
 
$
67,795

 
$
59,389

 
$
124,824

 
$
112,551

Limited partners’ interest in net income: 
 
 
 
 
 
 
 
 
Net income attributable to Western Gas Equity Partners, LP
 
$
67,795

 
$
59,389

 
$
124,824

 
$
112,551

Pre-acquisition net (income) loss allocated to Anadarko
 

 
(4,135
)
 
(1,742
)
 
(6,800
)
Limited partners’ interest in net income
 
67,795

 
55,254

 
$
123,082

 
$
105,751

Net income per common unit – basic and diluted
 
$
0.31

 
$
0.25

 
$
0.56

 
$
0.48

Weighted-average number of common units outstanding – basic and diluted
 
218,912

 
218,903

 
218,911

 
218,903

 
(1) 
Financial information has been recast to include the financial position and results attributable to the DBJV system.







12



Western Gas Equity Partners, LP
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
thousands except number of units
 
June 30,
2015
 
December 31, 2014 (1)
Current assets
 
$
273,712

 
$
187,073

Note receivable – Anadarko
 
260,000

 
260,000

Net property, plant and equipment
 
4,782,541

 
4,571,443

Other assets
 
1,901,400

 
1,936,725

Total assets
 
$
7,217,653

 
$
6,955,241

Current liabilities
 
$
213,143

 
$
241,058

Long-term debt
 
2,677,023

 
2,422,954

Asset retirement obligations and other
 
125,910

 
157,370

Deferred purchase price obligation  Anadarko
 
179,886

 

Total liabilities
 
$
3,195,962

 
$
2,821,382

Equity and partners’ capital
 
 
 
 
Common units (218,913,688 and 218,909,977 units issued and outstanding at June 30, 2015, and December 31, 2014, respectively)
 
$
1,244,765

 
$
1,260,195

Net investment by Anadarko
 

 
122,509

Noncontrolling interests
 
2,776,926

 
2,751,155

Total liabilities, equity and partners’ capital
 
$
7,217,653

 
$
6,955,241

 
(1) 
Financial information has been recast to include the financial position and results attributable to the DBJV system.


13



Western Gas Equity Partners, LP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
 
Six Months Ended 
 June 30,
thousands
 
2015
 
2014 (1)
Cash flows from operating activities
 
 
 
 
Net income
 
$
198,512

 
$
195,677

Adjustments to reconcile net income to net cash provided by operating activities and changes in working capital:
 
 
 
 
Depreciation, amortization and impairments
 
136,253

 
87,390

Change in other items, net
 
(34,396
)
 
(5,425
)
Net cash provided by operating activities
 
300,369

 
277,642

Cash flows from investing activities
 
 
 
 
Capital expenditures
 
$
(338,178
)
 
$
(390,506
)
Contributions in aid of construction costs from affiliates
 

 
182

Acquisitions from affiliates
 
(9,968
)
 
(360,952
)
Acquisitions from third parties
 
(3,514
)
 

Investments in equity affiliates
 
(6,770
)
 
(60,102
)
Distributions from equity investments in excess of cumulative earnings
 
8,538

 
9,848

Proceeds from the sale of assets to affiliates
 
700

 

Proceeds from the sale of assets to third parties
 
22

 

Net cash used in investing activities
 
(349,170
)
 
(801,530
)
Cash flows from financing activities
 
 
 
 
Borrowings, net of debt issuance costs
 
$
769,694

 
$
1,076,895

Repayments of debt
 
(521,150
)
 
(480,000
)
Increase (decrease) in outstanding checks
 
(2,327
)
 
2,517

Proceeds from the issuance of WES common units, net of offering expenses
 
57,376

 
91,690

Distributions to WGP unitholders
 
(143,386
)
 
(105,347
)
Distributions to Chipeta noncontrolling interest owner
 
(7,175
)
 
(7,949
)
Distributions to noncontrolling interest owners of WES
 
(112,278
)
 
(83,894
)
Net contributions from Anadarko
 
30,096

 
39,033

Net cash provided by financing activities
 
70,850

 
532,945

Net increase (decrease) in cash and cash equivalents
 
22,049

 
9,057

Cash and cash equivalents at beginning of period
 
67,213

 
113,085

Cash and cash equivalents at end of period
 
$
89,262

 
$
122,142

 
(1) 
Financial information has been recast to include the financial position and results attributable to the DBJV system.


14