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8-K - WES Q3 2016 FORM 8-K - Western Midstream Operating, LPwes093016form8-k.htm


EXHIBIT 99.1
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WESTERN GAS ANNOUNCES
THIRD-QUARTER 2016 RESULTS

ANNOUNCES IMPROVED 2016 OUTLOOK

HOUSTON, November 1, 2016 – Western Gas Partners, LP (NYSE: WES) (“WES” or the “Partnership”) and Western Gas Equity Partners, LP (NYSE: WGP) (“WGP”) today announced third-quarter 2016 financial and operating results.
WESTERN GAS PARTNERS, LP
Net income (loss) available to limited partners for the third quarter of 2016 totaled $81.7 million, or $0.54 per common unit (diluted), with third-quarter 2016 Adjusted EBITDA(1) of $278.2 million and third-quarter 2016 Distributable cash flow(1) of $237.3 million.
WES previously declared a quarterly distribution of $0.845 per unit for the third quarter of 2016. This distribution represented a 2% increase over the prior quarter’s distribution and a 9% increase over the third-quarter 2015 distribution of $0.775 per unit. The third-quarter 2016 Coverage ratio(1) of 1.42 times was based on the quarterly distribution of $0.845 per unit and was calculated by dividing the quarter’s Distributable cash flow(1) by quarterly distributions declared payable to the general partner and common unitholders.
“The Partnership delivered yet another outstanding financial quarter highlighted by the resiliency of our asset portfolio. We continue to experience strong growth in the Delaware Basin with Ramsey IV successfully ramping to capacity during the quarter, and Ramsey V being placed into service last week,” said Chief Executive Officer, Don Sinclair. “Additionally, Ramsey II remains on schedule to return to service by the end of the year, and we have accelerated the scheduled start-up of Ramsey VI to the fourth quarter of 2017.”







                                                                                                                                                                                         
(1) Please see the tables at the end of this release for a reconciliation of GAAP to non-GAAP measures and calculation of the Coverage ratio. Distributable cash flow for the quarter includes $13.7 million of business interruption insurance proceeds received during the quarter, and does not include any amounts related to WES’s anticipated range of $0 to $5 million in reimbursable amounts attributable to the quarter.

1



Total throughput attributable to WES for natural gas assets for the third quarter of 2016 averaged 4.1 Bcf/d, which was 5% above the prior quarter and remained constant compared to the third quarter of 2015(2). Total throughput for crude/NGL assets for the third quarter of 2016 averaged 185 MBbls/d, which was 1% below the prior quarter and 3% below the third quarter of 2015(2).
Capital expenditures attributable to WES, including equity investments but excluding acquisitions, totaled $114.4 million on a cash basis and $93.0 million on an accrual basis during the third quarter of 2016, with maintenance capital expenditures on a cash basis of $15.3 million, or 6% of Adjusted EBITDA(1). WES is adjusting its outlook ranges for full-year Adjusted EBITDA(1) and maintenance capital expenditures as a percentage of full-year Adjusted EBITDA(1) to $980 million to $1.0 billion(3) and 6% to 8%, respectively.
WESTERN GAS EQUITY PARTNERS, LP
WGP indirectly owns the entire general partner interest in WES, 100% of the incentive distribution rights in WES and 50,132,046 WES common units. Net income (loss) available to limited partners for the third quarter of 2016 totaled $91.4 million, or $0.42 per common unit (diluted).
WGP previously declared a quarterly distribution of $0.44750 per unit for the third quarter of 2016. This distribution represented a 3% increase over the prior quarter’s distribution and a 17% increase over the third-quarter 2015 distribution of $0.38125 per unit. WGP received distributions from WES of $98.7 million attributable to the third quarter and will pay $98.0 million in distributions for the same period. WGP expects full-year 2016 distribution growth to be 19%.









































                                                                                                                                                                                         
(1) Please see the tables at the end of this release for a reconciliation of GAAP to non-GAAP measures and calculation of the Coverage ratio.
(2) Financial and operational information for the third quarter of 2015 has been recast for the acquisition of Springfield.
(3) This press release contains forward-looking estimates of the range of Adjusted EBITDA projected to be generated by WES in its 2016 fiscal year. A reconciliation of the Adjusted EBITDA range to net cash provided by operating activities and net income is not provided because the items necessary to estimate such amounts are not reasonably accessible or estimable at this time.

2



CONFERENCE CALL TOMORROW AT 8 A.M. CDT
WES and WGP will host a joint conference call on Wednesday, November 2, 2016, at 8:00 a.m. Central Daylight Time (9:00 a.m. Eastern Daylight Time) to discuss third-quarter 2016 results. Individuals who would like to participate should dial 844-836-8745 (Domestic) or 412-317-5439 (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.
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.



3



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 and Forms 10-Q 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
Jonathon E. VandenBrand
Director, Investor Relations
jon.vandenbrand@anadarko.com
832.636.1007

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

Below are reconciliations of (i) net income (loss) attributable to Western Gas Partners, LP (GAAP) to WES’s Distributable cash flow (non-GAAP), (ii) net income (loss) attributable to Western Gas Partners, LP (GAAP) and net cash provided by operating activities (GAAP) to Adjusted EBITDA attributable to Western Gas Partners, LP (“Adjusted EBITDA”) (non-GAAP), and (iii) operating income (loss) (GAAP) to Adjusted gross margin attributable to Western Gas Partners, LP (“Adjusted gross margin”) (non-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 (loss) and other applicable performance measures, such as operating income (loss) or cash flows from operating activities.


4



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

Distributable Cash Flow

WES defines Distributable cash flow as Adjusted EBITDA, plus interest income and the net settlement amounts from the sale and/or purchase of natural gas, condensate and NGLs under WES’s commodity price swap agreements to the extent such amounts are not recognized as Adjusted EBITDA, less net cash paid (or to be paid) for interest expense (including amortization of deferred debt issuance costs originally paid in cash, offset by non-cash capitalized interest), maintenance capital expenditures, Series A Preferred unit distributions and income taxes.
 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
thousands except Coverage ratio
 
2016
 
2015 (1)
 
2016
 
2015 (1)
Reconciliation of Net income (loss) attributable to Western Gas Partners, LP to Distributable cash flow and calculation of the Coverage ratio
 
 
 
 
 
 
 
 
Net income (loss) attributable to Western Gas Partners, LP
 
$
167,746

 
$
184,137

 
$
448,327

 
$
159,987

Add:
 
 
 
 
 
 
 
 
Distributions from equity investees
 
27,133

 
25,482

 
76,263

 
73,054

Non-cash equity-based compensation expense
 
1,469

 
1,148

 
4,018

 
3,423

Interest expense, net (non-cash settled) (2)
 
(1,173
)
 
4,310

 
(12,097
)
 
9,920

Income tax (benefit) expense
 
472

 
12,644

 
7,431

 
37,160

Depreciation and amortization (3)
 
66,589

 
66,714

 
197,678

 
202,945

Impairments
 
2,392

 
2,335

 
11,313

 
276,579

Above-market component of swap extensions with Anadarko
 
18,417

 
7,916

 
34,782

 
7,916

Other expense (3)
 
40

 

 
96

 

Less:
 
 
 
 
 
 
 
 
Gain (loss) on divestiture and other, net
 
(6,230
)
 
77,254

 
(8,769
)
 
77,248

Equity income, net – affiliates
 
20,294

 
21,976

 
56,801

 
59,137

Cash paid for maintenance capital expenditures (3)
 
15,306

 
14,704

 
55,288

 
40,809

Capitalized interest
 
1,343

 
1,039

 
4,674

 
6,826

Cash paid for (reimbursement of) income taxes
 

 

 
67

 
(138
)
Series A Preferred unit distributions
 
14,907

 

 
30,876

 

Other income (3)
 
150

 
82

 
272

 
219

Distributable cash flow
 
$
237,315

 
$
189,631

 
$
628,602

 
$
586,883

Distributions declared (4)
 
 
 
 
 
 
 
 
Limited partners  common units
 
$
110,418

 
 
 
$
325,369

 
 
General partner
 
56,324

 
 
 
163,105

 
 
Total
 
$
166,742

 
 
 
$
488,474

 
 
Coverage ratio
 
1.42

x
 
 
1.29

x
 

(1) 
In March 2016, WES acquired Springfield Pipeline LLC (“Springfield”) from Anadarko. Springfield owns a 50.1% interest in an oil gathering system and a gas gathering system, such interest being referred to as the “Springfield interest.” Financial information has been recast to include the financial position and results attributable to the Springfield interest.
(2) 
Includes accretion revisions related to the Deferred purchase price obligation - Anadarko.
(3) 
Includes WES’s 75% share of depreciation and amortization; other expense; cash paid for maintenance capital expenditures; and other income attributable to Chipeta.
(4) 
Reflects cash distributions of $0.845 and $2.490 per unit declared for the three and nine months ended September 30, 2016, respectively.
 

5



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 and amortization, impairments, and other expense (including lower of cost or market inventory adjustments recorded in cost of product), less gain (loss) on divestiture and other, net, income from equity investments, interest income, income tax benefit and other income.
 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
thousands
 
2016
 
2015 (1)
 
2016
 
2015 (1)
Reconciliation of Net income (loss) attributable to Western Gas Partners, LP to Adjusted EBITDA attributable to Western Gas Partners, LP
 
 
 
 
 
 
 
 
Net income (loss) attributable to Western Gas Partners, LP
 
$
167,746

 
$
184,137

 
$
448,327

 
$
159,987

Add:
 
 
 
 
 
 
 
 
Distributions from equity investees
 
27,133

 
25,482

 
76,263

 
73,054

Non-cash equity-based compensation expense
 
1,469

 
1,148

 
4,018

 
3,423

Interest expense
 
30,768

 
31,773

 
75,687

 
82,337

Income tax expense
 
472

 
12,644

 
7,431

 
37,160

Depreciation and amortization (2)
 
66,589

 
66,714

 
197,678

 
202,945

Impairments
 
2,392

 
2,335

 
11,313

 
276,579

Other expense (2)
 
40

 

 
96

 

Less:
 
 
 
 
 
 
 
 
Gain (loss) on divestiture and other, net
 
(6,230
)
 
77,254

 
(8,769
)
 
77,248

Equity income, net – affiliates
 
20,294

 
21,976

 
56,801

 
59,137

Interest income – affiliates
 
4,225

 
4,225

 
12,675

 
12,675

Other income (2)
 
150

 
82

 
272

 
219

Adjusted EBITDA attributable to Western Gas Partners, LP
 
$
278,170

 
$
220,696

 
$
759,834

 
$
686,206

 
Reconciliation of Net cash provided by operating activities to Adjusted EBITDA attributable to Western Gas Partners, LP
 
 
 
 
 
 
 
 
Net cash provided by (used in) operating activities
 
$
263,872

 
$
224,572

 
$
657,738

 
$
596,893

Interest (income) expense, net
 
26,543

 
27,548

 
63,012

 
69,662

Uncontributed cash-based compensation awards
 
290

 
21

 
448

 
166

Accretion and amortization of long-term obligations, net
 
121

 
(5,226
)
 
9,176

 
(12,296
)
Current income tax (benefit) expense
 
131

 
9,030

 
5,110

 
27,164

Other (income) expense, net
 
(153
)
 
(85
)
 
(224
)
 
(227
)
Distributions from equity investments in excess of cumulative earnings – affiliates
 
5,981

 
3,871

 
16,592

 
12,409

Changes in operating working capital:
 
 
 
 
 
 
 
 
Accounts receivable, net
 
7,866

 
(22,741
)
 
41,108

 
18,617

Accounts and imbalance payables and accrued liabilities, net
 
(26,330
)
 
(13,288
)
 
(24,103
)
 
(17,695
)
Other
 
3,184

 
(168
)
 
1,445

 
1,686

Adjusted EBITDA attributable to noncontrolling interest
 
(3,335
)
 
(2,838
)
 
(10,468
)
 
(10,173
)
Adjusted EBITDA attributable to Western Gas Partners, LP
 
$
278,170

 
$
220,696

 
$
759,834

 
$
686,206

Cash flow information of Western Gas Partners, LP
 
 
 
 
 
 
 
 
Net cash provided by (used in) operating activities
 
 
 
 
 
$
657,738

 
$
596,893

Net cash provided by (used in) investing activities
 
 
 
 
 
(1,040,692
)
 
(368,651
)
Net cash provided by (used in) financing activities
 
 
 
 
 
429,368

 
(222,096
)
  
(1) 
Financial information has been recast to include the financial position and results attributable to the Springfield interest.
(2) 
Includes WES’s 75% share of depreciation and amortization; other expense; and other income attributable to Chipeta.


6



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 and other, less cost of product and reimbursements for electricity-related expenses recorded as revenue, plus distributions from equity investees and excluding the noncontrolling interest owner’s proportionate share of revenue and cost of product.
 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
thousands
 
2016
 
2015 (1)
 
2016
 
2015 (1)
Reconciliation of Operating income (loss) to Adjusted gross margin attributable to Western Gas Partners, LP
 
 
 
 
 
 
 
 
Operating income (loss)
 
$
197,288

 
$
226,432

 
$
527,053

 
$
274,812

Add:
 
 
 
 
 
 
 
 
Distributions from equity investees
 
27,133

 
25,482

 
76,263

 
73,054

Operation and maintenance
 
74,755

 
88,722

 
226,141

 
242,744

General and administrative
 
11,382

 
10,143

 
33,542

 
30,632

Property and other taxes
 
10,670

 
9,042

 
33,098

 
27,908

Depreciation and amortization
 
67,246

 
67,367

 
199,646

 
204,896

Impairments
 
2,392

 
2,335

 
11,313

 
276,579

Less:
 
 
 
 
 
 
 
 
Gain (loss) on divestiture and other, net
 
(6,230
)
 
77,254

 
(8,769
)
 
77,248

Proceeds from business interruption insurance claims
 
13,667

 

 
16,270

 

Equity income, net – affiliates
 
20,294

 
21,976

 
56,801

 
59,137

Reimbursed electricity-related charges recorded as revenues
 
15,170

 
15,392

 
45,707

 
40,423

Adjusted gross margin attributable to noncontrolling interest
 
3,984

 
3,753

 
12,588

 
13,222

Adjusted gross margin attributable to Western Gas Partners, LP
 
$
343,981


$
311,148


$
984,459


$
940,595

Adjusted gross margin attributable to Western Gas Partners, LP for natural gas assets
 
$
306,393

 
$
277,407

 
$
877,583

 
$
842,213

Adjusted gross margin for crude/NGL assets
 
37,588

 
33,741

 
106,876

 
98,382

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


7



Western Gas Partners, LP
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
thousands except per-unit amounts
 
2016
 
2015 (1)
 
2016
 
2015 (1)
Revenues and other
 
 
 
 
 
 
 
 
Gathering, processing and transportation
 
$
315,192

 
$
283,029

 
$
910,332

 
$
844,197

Natural gas and natural gas liquids sales
 
164,036

 
147,000

 
379,585

 
486,874

Other
 
2,417

 
2,486

 
3,533

 
4,443

Total revenues and other
 
481,645

 
432,515

 
1,293,450

 
1,335,514

Equity income, net – affiliates
 
20,294

 
21,976

 
56,801

 
59,137

Operating expenses
 
 
 
 
 
 
 
 
Cost of product
 
145,643

 
127,704

 
326,959

 
414,328

Operation and maintenance
 
74,755

 
88,722

 
226,141

 
242,744

General and administrative
 
11,382

 
10,143

 
33,542

 
30,632

Property and other taxes
 
10,670

 
9,042

 
33,098

 
27,908

Depreciation and amortization
 
67,246

 
67,367

 
199,646

 
204,896

Impairments
 
2,392

 
2,335

 
11,313

 
276,579

Total operating expenses
 
312,088

 
305,313

 
830,699

 
1,197,087

Gain (loss) on divestiture and other, net
 
(6,230
)
 
77,254

 
(8,769
)
 
77,248

Proceeds from business interruption insurance claims
 
13,667

 

 
16,270

 

Operating income (loss)
 
197,288


226,432


527,053


274,812

Interest income  affiliates
 
4,225

 
4,225

 
12,675

 
12,675

Interest expense
 
(30,768
)
 
(31,773
)
 
(75,687
)
 
(82,337
)
Other income (expense), net
 
153

 
85

 
224

 
227

Income (loss) before income taxes
 
170,898

 
198,969

 
464,265

 
205,377

Income tax (benefit) expense
 
472

 
12,644

 
7,431

 
37,160

Net income (loss)
 
170,426

 
186,325

 
456,834

 
168,217

Net income attributable to noncontrolling interest
 
2,680

 
2,188

 
8,507

 
8,230

Net income (loss) attributable to Western Gas Partners, LP
 
$
167,746

 
$
184,137

 
$
448,327

 
$
159,987

Limited partners’ interest in net income (loss):
 
 
 
 
 
 
 
 
Net income (loss) attributable to Western Gas Partners, LP
 
$
167,746

 
$
184,137

 
$
448,327

 
$
159,987

Pre-acquisition net (income) loss allocated to Anadarko
 

 
(19,848
)
 
(11,326
)
 
(63,606
)
Series A Preferred units interest in net (income) loss
 
(25,539
)
 

 
(50,989
)
 

General partner interest in net (income) loss
 
(60,551
)
 
(50,267
)
 
(174,332
)
 
(133,415
)
Common and Class C limited partners’ interest in net income (loss)
 
$
81,656

 
$
114,022

 
$
211,680

 
$
(37,034
)
Net income (loss) per common unit – basic and diluted
 
$
0.54

 
$
0.79

 
$
1.39

 
$
(0.35
)
Weighted-average common units outstanding – basic
 
130,672

 
128,575

 
130,112

 
128,267

Weighted-average common units outstanding – diluted
 
164,658

 
139,736

 
157,107

 
139,309

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


8



Western Gas Partners, LP
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
thousands except number of units
 
September 30, 
 2016
 
December 31,
2015 (1)
Current assets
 
$
367,814

 
$
299,217

Note receivable  Anadarko
 
260,000

 
260,000

Net property, plant and equipment
 
5,030,894

 
4,858,779

Other assets
 
1,842,390

 
1,883,201

Total assets
 
$
7,501,098

 
$
7,301,197

Current liabilities
 
$
254,385

 
$
235,488

Long-term debt
 
2,907,395

 
2,690,651

Asset retirement obligations and other
 
145,964

 
268,356

Deferred purchase price obligation  Anadarko
 
16,425

 
188,674

Total liabilities
 
$
3,324,169

 
$
3,383,169

Equity and partners’ capital
 
 
 
 
Series A Preferred units (21,922,831 and zero units issued and outstanding at September 30, 2016, and December 31, 2015, respectively)
 
$
628,548

 
$

Common units (130,671,970 and 128,576,965 units issued and outstanding at September 30, 2016, and December 31, 2015, respectively)
 
2,604,524

 
2,588,991

Class C units (12,160,424 and 11,411,862 units issued and outstanding at September 30, 2016, and December 31, 2015, respectively)
 
741,183

 
710,891

General partner units (2,583,068 units issued and outstanding at September 30, 2016, and December 31, 2015)
 
138,040

 
120,164

Net investment by Anadarko
 

 
430,598

Noncontrolling interest
 
64,634

 
67,384

Total liabilities, equity and partners’ capital
 
$
7,501,098

 
$
7,301,197

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


9



Western Gas Partners, LP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
 
Nine Months Ended 
 September 30,
thousands
 
2016
 
2015 (1)
Cash flows from operating activities
 
 
 
 
Net income (loss)
 
$
456,834

 
$
168,217

Adjustments to reconcile net income (loss) to net cash provided by operating activities and changes in working capital:
 
 
 
 
Depreciation and amortization
 
199,646

 
204,896

Impairments
 
11,313

 
276,579

(Gain) loss on divestiture and other, net
 
8,769

 
(77,248
)
Change in other items, net
 
(18,824
)
 
24,449

Net cash provided by (used in) operating activities
 
$
657,738

 
$
596,893

Cash flows from investing activities
 
 
 
 
Capital expenditures
 
$
(372,725
)
 
$
(505,848
)
Contributions in aid of construction costs from affiliates
 
4,927

 

Acquisitions from affiliates
 
(716,465
)
 
(10,369
)
Acquisitions from third parties
 

 
(3,514
)
Investments in equity affiliates
 
139

 
(9,052
)
Distributions from equity investments in excess of cumulative earnings – affiliates
 
16,592

 
12,409

Proceeds from the sale of assets to affiliates
 
623

 
700

Proceeds from the sale of assets to third parties
 
7,819

 
147,023

Proceeds from property insurance claims
 
18,398

 

Net cash provided by (used in) investing activities
 
$
(1,040,692
)
 
$
(368,651
)
Cash flows from financing activities
 
 
 
 
Borrowings, net of debt issuance costs
 
$
1,094,600

 
$
769,606

Repayments of debt
 
(880,000
)
 
(610,000
)
Increase (decrease) in outstanding checks
 
(1,070
)
 
(2,435
)
Proceeds from the issuance of common units, net of offering expenses
 
25,000

 
57,353

Proceeds from the issuance of Series A Preferred units, net of offering expenses
 
686,937

 

Distributions to unitholders
 
(490,289
)
 
(398,983
)
Distributions to noncontrolling interest owner
 
(11,257
)
 
(10,150
)
Net contributions from (distributions to) Anadarko
 
(29,335
)
 
(35,403
)
Above-market component of swap extensions with Anadarko
 
34,782

 
7,916

Net cash provided by (used in) financing activities
 
$
429,368

 
$
(222,096
)
Net increase (decrease) in cash and cash equivalents
 
$
46,414

 
$
6,146

Cash and cash equivalents at beginning of period
 
98,033

 
67,054

Cash and cash equivalents at end of period
 
$
144,447

 
$
73,200

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


10



Western Gas Partners, LP
OPERATING STATISTICS
(Unaudited)
 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
 
2016
 
2015 (1)
 
2016
 
2015 (1)
Throughput for natural gas assets (MMcf/d)
 
 
 
 
 
 
 
 
Gathering, treating and transportation
 
1,562

 
1,704

 
1,556

 
1,862

Processing
 
2,448

 
2,327

 
2,301

 
2,351

Equity investment (2)
 
179

 
177

 
178

 
171

Total throughput for natural gas assets
 
4,189

 
4,208

 
4,035

 
4,384

Throughput attributable to noncontrolling interest for natural gas assets
 
119

 
126

 
127

 
149

Total throughput attributable to Western Gas Partners, LP for natural gas assets
 
4,070

 
4,082

 
3,908

 
4,235

Throughput for crude/NGL assets (MBbls/d)
 
 
 
 
 
 
 
 
Gathering, treating and transportation
 
58

 
66

 
59

 
72

Equity investment (3)
 
127

 
125

 
126

 
114

Total throughput for crude/NGL assets
 
185

 
191

 
185

 
186

Adjusted gross margin per Mcf attributable to Western Gas Partners, LP for natural gas assets (4)
 
$
0.82

 
$
0.74

 
$
0.82

 
$
0.73

Adjusted gross margin per Bbl for crude/NGL assets (5)
 
2.20

 
1.92

 
2.10

 
1.94

   
(1) 
Throughput and adjusted gross margin have been recast to include results attributable to the Springfield interest.
(2) 
Represents WES’s 14.81% share of average Fort Union throughput and 22% share of average Rendezvous throughput.
(3) 
Represents 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.
(4) 
Average for period. Calculated as Adjusted gross margin attributable to Western Gas Partners, LP for natural gas assets (total revenues and other for natural gas assets, less reimbursements for electricity-related expenses recorded as revenue and cost of product for natural gas assets, plus distributions from WES’s equity investments in Fort Union and Rendezvous, and excluding the noncontrolling interest owner’s proportionate share of revenue and cost of product), divided by total throughput (MMcf/d) attributable to Western Gas Partners, LP for natural gas assets.
(5) 
Average for period. Calculated as Adjusted gross margin for crude/NGL assets (total revenues and other for crude/NGL assets, less reimbursements for electricity-related expenses recorded as revenue and 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.


11



Western Gas Equity Partners, LP
CALCULATION OF CASH AVAILABLE FOR DISTRIBUTION
(Unaudited)
thousands except per-unit amount and Coverage ratio
 
Three Months Ended 
 September 30, 2016
Distributions declared by Western Gas Partners, LP:
 
 
General partner interest
 
$
3,232

Incentive distribution rights
 
53,092

Common units held by WGP
 
42,362

Less:
 
 
Public company general and administrative expense
 
730

Interest expense
 
534

Cash available for distribution
 
$
97,422

Declared distribution per common unit
 
$
0.44750

Distributions declared by Western Gas Equity Partners, LP
 
$
97,968

Coverage ratio
 
0.99
x


12



Western Gas Equity Partners, LP
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
thousands except per-unit amounts
 
2016
 
2015 (1)
 
2016
 
2015 (1)
Revenues and other
 
 
 
 
 
 
 
 
Gathering, processing and transportation
 
$
315,192

 
$
283,029

 
$
910,332

 
$
844,197

Natural gas and natural gas liquids sales
 
164,036

 
147,000

 
379,585

 
486,874

Other
 
2,417

 
2,486

 
3,533

 
4,443

Total revenues and other
 
481,645

 
432,515

 
1,293,450

 
1,335,514

Equity income, net – affiliates
 
20,294

 
21,976

 
56,801

 
59,137

Operating expenses
 
 
 
 
 
 
 
 
Cost of product
 
145,643

 
127,704

 
326,959

 
414,328

Operation and maintenance
 
74,755

 
88,722

 
226,141

 
242,744

General and administrative
 
12,112

 
10,884

 
36,514

 
32,983

Property and other taxes
 
10,670

 
9,054

 
33,113

 
27,946

Depreciation and amortization
 
67,246

 
67,367

 
199,646

 
204,896

Impairments
 
2,392

 
2,335

 
11,313

 
276,579

Total operating expenses
 
312,818

 
306,066

 
833,686

 
1,199,476

Gain (loss) on divestiture and other, net
 
(6,230
)
 
77,254

 
(8,769
)
 
77,248

Proceeds from business interruption insurance claims
 
13,667

 

 
16,270

 

Operating income (loss)
 
196,558


225,679


524,066


272,423

Interest income  affiliates
 
4,225

 
4,225

 
12,675

 
12,675

Interest expense
 
(31,301
)
 
(31,773
)
 
(76,869
)
 
(82,339
)
Other income (expense), net
 
165

 
96

 
270

 
256

Income (loss) before income taxes
 
169,647

 
198,227

 
460,142

 
203,015

Income tax (benefit) expense
 
472

 
12,644

 
7,431

 
37,160

Net income (loss)
 
169,175

 
185,583

 
452,711

 
165,855

Net income (loss) attributable to noncontrolling interests
 
77,778

 
76,364

 
190,635

 
(14,643
)
Net income (loss) attributable to Western Gas Equity Partners, LP
 
$
91,397

 
$
109,219

 
$
262,076

 
$
180,498

Limited partners’ interest in net income (loss): 
 
 
 
 
 
 
 
 
Net income (loss) attributable to Western Gas Equity Partners, LP
 
$
91,397

 
$
109,219

 
$
262,076

 
$
180,498

Pre-acquisition net (income) loss allocated to Anadarko
 

 
(19,848
)
 
(11,326
)
 
(63,606
)
Limited partners’ interest in net income (loss)
 
$
91,397

 
$
89,371

 
$
250,750

 
$
116,892

Net income (loss) per common unit – basic and diluted
 
$
0.42

 
$
0.41

 
$
1.15

 
$
0.53

Weighted-average common units outstanding – basic and diluted
 
218,922

 
218,914

 
218,921

 
218,912

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


13



Western Gas Equity Partners, LP
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
thousands except number of units
 
September 30, 
 2016
 
December 31,
2015 (1)
Current assets
 
$
369,750

 
$
301,364

Note receivable – Anadarko
 
260,000

 
260,000

Net property, plant and equipment
 
5,030,894

 
4,858,779

Other assets
 
1,844,055

 
1,883,201

Total assets
 
$
7,504,699

 
$
7,303,344

Current liabilities
 
$
254,585

 
$
235,565

Long-term debt
 
2,935,395

 
2,690,651

Asset retirement obligations and other
 
145,964

 
268,356

Deferred purchase price obligation  Anadarko
 
16,425

 
188,674

Total liabilities
 
$
3,352,369

 
$
3,383,246

Equity and partners’ capital
 
 
 
 
Common units (218,922,303 and 218,919,380 units issued and outstanding at September 30, 2016, and December 31, 2015, respectively)
 
$
1,071,185

 
$
1,060,842

Net investment by Anadarko
 

 
430,598

Noncontrolling interests
 
3,081,145

 
2,428,658

Total liabilities, equity and partners’ capital
 
$
7,504,699

 
$
7,303,344

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


14



Western Gas Equity Partners, LP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
 
Nine Months Ended 
 September 30,
thousands
 
2016
 
2015 (1)
Cash flows from operating activities
 
 
 
 
Net income (loss)
 
$
452,711

 
$
165,855

Adjustments to reconcile net income (loss) to net cash provided by operating activities and changes in working capital:
 
 
 
 
Depreciation and amortization
 
199,646

 
204,896

Impairments
 
11,313

 
276,579

(Gain) loss on divestiture and other, net
 
8,769

 
(77,248
)
Change in other items, net
 
(17,739
)
 
25,214

Net cash provided by (used in) operating activities
 
$
654,700

 
$
595,296

Cash flows from investing activities
 
 
 
 
Capital expenditures
 
$
(372,725
)
 
$
(505,848
)
Contributions in aid of construction costs from affiliates
 
4,927

 

Acquisitions from affiliates
 
(716,465
)
 
(10,369
)
Acquisitions from third parties
 

 
(3,514
)
Investments in equity affiliates
 
139

 
(9,052
)
Distributions from equity investments in excess of cumulative earnings – affiliates
 
16,592

 
12,409

Proceeds from the sale of assets to affiliates
 
623

 
700

Proceeds from the sale of assets to third parties
 
7,819

 
147,023

Proceeds from property insurance claims
 
18,398

 

Net cash provided by (used in) investing activities
 
$
(1,040,692
)
 
$
(368,651
)
Cash flows from financing activities
 
 
 
 
Borrowings, net of debt issuance costs
 
$
1,120,580

 
$
769,606

Repayments of debt
 
(880,000
)
 
(611,150
)
Increase (decrease) in outstanding checks
 
(1,070
)
 
(2,435
)
Proceeds from the issuance of WES common units, net of offering expenses
 

 
57,353

Proceeds from the issuance of WES Series A Preferred units, net of offering expenses
 
686,937

 

Distributions to WGP unitholders
 
(276,114
)
 
(223,016
)
Distributions to Chipeta noncontrolling interest owner
 
(11,257
)
 
(10,150
)
Distributions to noncontrolling interest owners of WES
 
(211,877
)
 
(171,737
)
Net contributions from (distributions to) Anadarko
 
(29,335
)
 
(35,403
)
Above-market component of swap extensions with Anadarko
 
34,782

 
7,916

Net cash provided by (used in) financing activities
 
$
432,646

 
$
(219,016
)
Net increase (decrease) in cash and cash equivalents
 
$
46,654

 
$
7,629

Cash and cash equivalents at beginning of period
 
99,694

 
67,213

Cash and cash equivalents at end of period
 
$
146,348

 
$
74,842

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



15