UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 22, 2012
WESTERN GAS PARTNERS, LP
(Exact name of registrant as specified in its charter)
Delaware | 001-34046 | 26-1075808 | ||
(State or other jurisdiction of | (Commission | (I.R.S. Employer | ||
incorporation or organization) | File Number) | Identification No.) |
1201 Lake Robbins Drive
The Woodlands, Texas 77380-1046
(Address of principal executive offices) (Zip Code)
(832) 636-6000
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events.
On January 17, 2012, Western Gas Partners, LP (the Partnership) filed a Current Report on Form 8-K (the Initial Report) to report, among other things, the closing of its acquisition of certain midstream assets from affiliates of Anadarko Petroleum Corporation (Anadarko), consisting of a 100% ownership interest in Mountain Gas Resources, LLC (or MGR), which owns (i) the Red Desert complex, located in the greater Green River Basin in southwestern Wyoming, including the Patrick Draw processing plant with a capacity of 125 MMcf/d, the Red Desert processing plant with a capacity of 48 MMcf/d, 1,295 miles of gathering lines, and related facilities; (ii) a 22% interest in Rendezvous Gas Services, LLC (Rendezvous), which owns a 338-mile mainline gathering system serving the Jonah and Pinedale Anticline fields in southwestern Wyoming; and (iii) certain additional midstream assets and equipment. These assets are collectively referred to as the MGR assets and the acquisition as the MGR acquisition. The consideration paid by the Partnership for the MGR acquisition consisted of (i) $458.6 million in cash, (ii) 632,783 common units of the Partnership and (iii) 12,914 general partner units of the Partnership issued to the Partnerships general partner, Western Gas Holdings, LLC (the general partner or GP). The Partnership funded the cash consideration through (i) $299.0 million in borrowings under its revolving credit facility and (ii) $159.6 million of cash on hand. The terms of the MGR acquisition were approved by the Board of Directors of the GP and by the Boards special committee on December 15, 2011. The MGR acquisition closed on January 13, 2012, with an effective date of January 1, 2012.
On March 27, 2012, the Partnership also filed a Current Report on Form 8-K/A (the Amendment) amending and supplementing the Initial Report to include the audited financial statements of the MGR assets and the unaudited pro forma financial statements of the Partnership required by Items 9.01(a) and 9.01(b) of Form 8-K and to include exhibits under Item 9.01(d) of Form 8-K. No other modifications to the Initial Report were made by the Amendment.
Due to Anadarkos control of the Partnership through its ownership of the general partner, the MGR acquisition was considered a transfer of net assets between entities under common control. As a result, the Partnership is required to recast its financial statements to include the activities of the MGR assets as of the date of common control. Exhibits 12.1, 99.1, 99.2, and 99.3 included in this Current Report on Form 8-K give retroactive effect to the acquisition of the MGR assets as if the Partnership owned the MGR assets since August 23, 2006, the date Anadarko acquired the MGR assets in connection with its acquisition of Western Gas Resources, Inc.
The Partnerships Form 10-K for the year ended December 31, 2011 (the 2011 Form 10-K), as filed with the Securities and Exchange Commission (the SEC) on February 28, 2012, is hereby recast by this Current Report on Form 8-K as follows:
| the Computation of Ratio of Earnings to Fixed Charges of the Partnership included herein on Exhibit 12.1 supersedes Exhibit 12.1 filed under Part IV, Item 15 of the 2011 Form 10-K; |
| the Selected Financial and Operating Data of the Partnership included herein on Exhibit 99.1 supersedes Part II, Item 6 of the 2011 Form 10-K; |
| the Managements Discussion and Analysis of Financial Condition and Results of Operations of the Partnership included herein on Exhibit 99.2 supersedes Part II, Item 7 of the 2011 Form 10-K; and |
| the Financial Statements and Supplementary Data of the Partnership included herein on Exhibit 99.3 supersedes Part II, Item 8 of the 2011 Form 10-K, except for the Report of Management, Managements Assessment of Internal Control over Financial Reporting and the Report of Independent Registered Public Accounting Firm with regard to internal control over financial reporting, included at pages 91 and 92 of the 2011 Form 10-K, respectively, which are not impacted by this Current Report on Form 8-K. |
There have been no revisions or updates to any other sections of the 2011 Form 10-K other than the revisions noted above. This Current Report on Form 8-K should be read in conjunction with the 2011 Form 10-K, and any references herein to Items 6, 7 and 8 under Part II of the 2011 Form 10-K refer to Exhibits 99.1, 99.2, and 99.3, respectively. As of the date of this Current Report on Form 8-K, future references to the Partnerships historical financial statements should be made to this Current Report, as well as future quarterly and annual reports on Form 10-Q and Form 10-K, respectively.
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits | |||||
12.1 | Computation of Ratio of Earnings to Fixed Charges. | |||||
23.1 | Consent of KPMG LLP. | |||||
99.1 | Selected Financial and Operating Data. | |||||
99.2 | Managements Discussion and Analysis of Financial Condition and Results of Operations. | |||||
99.3 | Financial Statements and Supplementary Data. | |||||
101.INS | XBRL Instance Document. | |||||
101.SCH | XBRL Schema Document. | |||||
101.CAL | XBRL Calculation Linkbase Document. | |||||
101.LAB | XBRL Label Linkbase Document. | |||||
101.PRE | XBRL Presentation Linkbase Document. | |||||
101.DEF | XBRL Definition Linkbase Document. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
WESTERN GAS PARTNERS, LP | ||||||
By: | Western Gas Holdings, LLC, its general partner | |||||
Date: May 22, 2012 | By: | /s/ Donald R. Sinclair | ||||
Donald R. Sinclair | ||||||
President and Chief Executive Officer |
EXHIBIT INDEX
Exhibit | ||
Number | Exhibit Title | |
12.1* | Computation of Ratio of Earnings to Fixed Charges. | |
23.1* | Consent of KPMG LLP. | |
99.1* | Selected Financial and Operating Data. | |
99.2* | Managements Discussion and Analysis of Financial Condition and Results of Operations. | |
99.3* | Financial Statements and Supplementary Data. | |
101.INS** | XBRL Instance Document. | |
101.SCH** | XBRL Schema Document. | |
101.CAL** | XBRL Calculation Linkbase Document. | |
101.LAB** | XBRL Label Linkbase Document. | |
101.PRE** | XBRL Presentation Linkbase Document. | |
101.DEF** | XBRL Definition Linkbase Document. |
* | Filed herewith |
** | Furnished herewith |
EXHIBIT 12.1
WESTERN GAS PARTNERS, LP
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
Year Ended December 31, | ||||||||||||||||||||
thousands | 2011 | 2010 | 2009 | 2008 | 2007 | |||||||||||||||
Earnings: |
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Income before income taxes |
$ | 207,364 | $ | 178,899 | $ | 148,654 | $ | 205,136 | $ | 178,741 | ||||||||||
Add: |
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Fixed charges |
30,573 | 19,292 | 10,992 | 2,965 | 8,783 | |||||||||||||||
Distributions from equity investees |
15,999 | 10,973 | 11,206 | 14,428 | 8,349 | |||||||||||||||
Amortization of capitalized interest |
234 | 50 | 298 | 86 | | |||||||||||||||
Less: |
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Equity income |
11,261 | 7,628 | 7,923 | 11,118 | 10,145 | |||||||||||||||
Net income before taxes attributable to |
14,103 | 11,005 | 10,260 | 7,965 | | |||||||||||||||
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Earnings |
$ | 228,806 | $ | 190,581 | $ | 152,967 | $ | 203,532 | $ | 185,728 | ||||||||||
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Fixed charges: |
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Interest expense |
$ | 30,345 | $ | 18,794 | $ | 9,955 | $ | 364 | $ | 4,965 | ||||||||||
Interest component of lease expense |
228 | 498 | 1,037 | 2,601 | 3,818 | |||||||||||||||
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Fixed charges |
$ | 30,573 | $ | 19,292 | $ | 10,992 | $ | 2,965 | $ | 8,783 | ||||||||||
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Ratio of earnings to fixed charges |
7.5x | 9.9x | 13.9x | 68.6x | 21.1x | |||||||||||||||
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These ratios were computed by dividing earnings by fixed charges. For this purpose, earnings include pre-tax income before adjustment for income or loss from equity investees, plus fixed charges to the extent they affect current year earnings, amortization of capitalized interest and distributed income of equity investees, then subtracting equity income, noncontrolling interests in pre-tax income from subsidiaries that did not incur fixed charges, and interest capitalized during the year. Fixed charges include interest expensed and capitalized, amortized premiums, discounts and capitalized expenses related to indebtedness, and estimates of interest within rental expenses.
EXHIBIT 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Western Gas Holdings, LLC (as general partner of Western Gas Partners, LP):
We consent to the incorporation by reference in the registration statements on Form S-3 (No. 333-174043) and Form S-8 (No. 333-151317), of Western Gas Partners, LP and subsidiaries of our report dated May 22, 2012, with respect to the consolidated balance sheets of Western Gas Partners, LP and subsidiaries as of December 31, 2011 and 2010, and the related consolidated statements of income, equity and partners capital, and cash flows for each of the years in the three-year period ended December 31, 2011, which report appears in the Current Report on Form 8-K of Western Gas Partners, LP and subsidiaries dated May 22, 2012.
/s/ KPMG LLP
Houston, Texas
May 22, 2012
EXHIBIT 99.1
Item 6. Selected Financial and Operating Data
The following table shows our selected financial and operating data, which are derived from our consolidated financial statements for the periods and as of the dates indicated. In May 2008, we closed our initial public offering. Concurrent with the closing of the offering, Anadarko contributed to us the assets and liabilities of Anadarko Gathering Company LLC (AGC), Pinnacle Gas Treating LLC (PGT) and MIGC LLC (MIGC), which we refer to as our initial assets. In December 2008, we closed the Powder River acquisition with Anadarko, which included (i) the Hilight system, (ii) a 50% interest in the Newcastle system and (iii) a 14.81% limited liability company membership interest in Fort Union Gas Gathering, LLC (Fort Union). In July 2009, we closed on the acquisition of Chipeta Processing LLC (Chipeta) with Anadarko. We closed on the acquisitions of Anadarkos Granger and Wattenberg assets in January 2010 and August 2010, respectively. In September 2010, we acquired a 10% interest in White Cliffs Pipeline, LLC (White Cliffs), which consisted of a 9.6% third-party interest, and a 0.4% interest from Anadarko. In January 2012, we closed the acquisition of Mountain Gas Resources, LLC (MGR) with Anadarko, and the assets and operations of MGR, including the Red Desert complex and the 22% interest in Rendezvous Gas Services, LLC (Rendezvous), are reflected herein on a retroactive basis. Anadarko acquired MIGC, the Powder River assets, the Granger assets and the MGR assets in connection with its August 23, 2006, acquisition of Western and acquired the Chipeta assets and Wattenberg assets in connection with its August 10, 2006, acquisition of Kerr-McGee. Anadarko made its initial investment in White Cliffs on January 29, 2007. In February 2011, we acquired the Platte Valley gathering system and processing plant from a third party, and in July 2011, we acquired the Bison gas treating facility from Anadarko, who began construction of the Bison assets in 2009 and placed them in service in June 2010. See Note 2. Acquisitions in the Notes to Consolidated Financial Statements under Item 8 of Exhibit 99.3 to this Current Report on Form 8-K.
Our acquisitions from Anadarko are considered transfers of net assets between entities under common control. Accordingly, our consolidated financial statements include (i) the combined financial results and operations of AGC and PGT from their inception through the closing date of our initial public offering and (ii) the consolidated financial results and operations of Western Gas Partners, LP and its subsidiaries from the closing date of our initial public offering thereafter, combined with (a) the financial results and operations of MIGC, the Powder River assets, the Granger assets and the MGR assets, from August 23, 2006, thereafter, (b) the financial results and operations of the Chipeta assets and Wattenberg assets, from August 10, 2006, thereafter, (c) the 0.4% interest in White Cliffs from January 29, 2007, thereafter, and (d) the financial results and operations of the Bison assets which Anadarko placed in service in 2009.
The information in the following table should be read together with Managements Discussion and Analysis of Financial Condition and Results of Operations under Item 7 of Exhibit 99.2 to this Current Report on Form 8-K:
thousands except per-unit data, | Summary Financial Information | |||||||||||||||||||||
throughput and gross margin per Mcf |
2011 | 2010 | 2009 | 2008 | 2007 | |||||||||||||||||
Statement of Income Data (for the year ended): |
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Total revenues |
$ | 823,265 | $ | 663,274 | $ | 619,764 | $ | 922,314 | $ | 731,297 | ||||||||||||
Costs and expenses |
502,168 | 394,276 | 392,808 | 615,456 | 465,224 | |||||||||||||||||
Depreciation, amortization and impairments |
111,904 | 91,010 | 90,692 | 116,381 | 82,396 | |||||||||||||||||
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Total operating expenses |
614,072 | 485,286 | 483,500 | 731,837 | 547,620 | |||||||||||||||||
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Operating income |
209,193 | 177,988 | 136,264 | 190,477 | 183,677 | |||||||||||||||||
Interest income (expense), net |
(1,785 | ) | 1,449 | 10,762 | 13,110 | (4,965 | ) | |||||||||||||||
Other income (expense), net |
(44 | ) | (538 | ) | 1,628 | 1,549 | 29 | |||||||||||||||
Income tax expense (1) |
19,018 | 21,702 | 22,159 | 53,254 | 62,925 | |||||||||||||||||
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Net income |
188,346 | 157,197 | 126,495 | 151,882 | 115,816 | |||||||||||||||||
Net income (loss) attributable to noncontrolling interests |
14,103 | 11,005 | 10,260 | 7,908 | (92 | ) | ||||||||||||||||
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Net income attributable to Western Gas Partners, LP |
$ | 174,243 | $ | 146,192 | $ | 116,235 | $ | 143,974 | $ | 115,908 | ||||||||||||
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Key Performance Measures (for the year ended): |
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Gross margin |
$ | 495,894 | $ | 416,798 | $ | 380,890 | $ | 457,599 | $ | 393,964 | ||||||||||||
Adjusted EBITDA attributable to |
324,323 | 265,024 | 223,766 | 304,056 | 264,277 | |||||||||||||||||
Distributable cash flow (2) |
281,975 | 237,769 | 203,376 | 270,154 | n/a | |||||||||||||||||
General partner interest in net income (3) |
8,599 | 3,067 | 1,428 | 842 | n/a | |||||||||||||||||
Limited partners interest in net income (3) |
131,560 | 111,064 | 69,980 | 41,261 | n/a | |||||||||||||||||
Net income per common unit (basic and diluted) (3) |
$ | 1.64 | $ | 1.66 | $ | 1.25 | $ | 0.78 | n/a | |||||||||||||
Net income per subordinated unit (basic and diluted) (3) |
$ | 1.28 | $ | 1.61 | $ | 1.24 | $ | 0.77 | n/a | |||||||||||||
Distributions per unit |
$ | 1.6550 | $ | 1.4400 | $ | 1.2600 | $ | 0.7582 | n/a | |||||||||||||
Balance Sheet Data (at period end): |
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Net property, plant and equipment |
$ | 2,052,224 | $ | 1,753,762 | $ | 1,714,006 | $ | 1,693,735 | $ | 1,617,163 | ||||||||||||
Total assets |
2,837,626 | 2,263,094 | 2,246,321 | 2,202,023 | 1,832,397 | |||||||||||||||||
Total long-term liabilities |
843,724 | 649,345 | 568,183 | 569,256 | 530,611 | |||||||||||||||||
Total equity and partners capital |
$ | 1,917,306 | $ | 1,562,029 | $ | 1,627,818 | $ | 1,554,790 | $ | 1,243,763 | ||||||||||||
Cash Flow Data (for the year ended): |
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Net cash flows provided by (used in): |
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Operating activities |
$ | 327,171 | $ | 263,749 | $ | 212,765 | $ | 279,702 | $ | 216,955 | ||||||||||||
Investing activities |
(472,951 | ) | (885,507 | ) | (223,128 | ) | (607,455 | ) | (199,922 | ) | ||||||||||||
Financing activities |
345,265 | 578,848 | 44,273 | 363,854 | (17,513 | ) | ||||||||||||||||
Capital expenditures |
$ | 142,946 | $ | 138,000 | $ | 121,295 | $ | 164,360 | $ | 192,522 | ||||||||||||
Operating Data (volumes in MMcf/d): |
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Gathering, treating and transportation throughput (4) |
1,321 | 1,181 | 1,229 | 1,339 | 1,442 | |||||||||||||||||
Processing throughput (5) |
962 | 815 | 808 | 557 | 458 | |||||||||||||||||
Equity investment throughput (6) |
198 | 228 | 225 | 304 | 289 | |||||||||||||||||
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Total throughput |
2,481 | 2,224 | 2,262 | 2,200 | 2,189 | |||||||||||||||||
Throughput attributable to noncontrolling interests |
242 | 197 | 180 | 124 | | |||||||||||||||||
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Throughput attributable to Western Gas Partners, LP |
2,239 | 2,027 | 2,082 | 2,076 | 2,189 | |||||||||||||||||
Gross margin per Mcf (7) |
$ | 0.55 | $ | 0.51 | $ | 0.46 | $ | 0.57 | $ | 0.49 | ||||||||||||
Gross margin per Mcf attributable to Western |
$ | 0.58 | $ | 0.54 | $ | 0.48 | $ | 0.58 | $ | 0.49 |
2
(1) | Income earned by the Partnership, a non-taxable entity for U.S. federal income tax purposes, including and subsequent to our acquisition of the Partnership assets, except for the Chipeta assets, was subject only to Texas margin tax, while income earned prior to our acquisition of the Partnership assets, except for the Chipeta assets, was subject to federal and state income tax. Income attributable to Chipeta was subject to federal and state income tax prior to June 1, 2008, at which time substantially all of the Chipeta assets were contributed to a non-taxable entity for U.S. federal income tax purposes. See Note 1. Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements under Item 8 of Exhibit 99.3 to this Current Report on Form 8-K. |
(2) | Adjusted EBITDA attributable to Western Gas Partners, LP (Adjusted EBITDA) and Distributable cash flow are not defined in the generally accepted accounting principles in the United States (GAAP). For descriptions and reconciliations of Adjusted EBITDA and Distributable cash flow to their most directly comparable financial measures calculated and presented in accordance with GAAP, please see the caption How We Evaluate Our Operations under Item 7 of Exhibit 99.2 to this Current Report on Form 8-K. We did not utilize a Distributable cash flow measure prior to becoming a publicly traded partnership in 2008 and, as such, did not differentiate between maintenance and expansion capital expenditures prior to 2008. |
(3) | Net income for periods including and subsequent to our acquisitions of the Partnership assets is allocated to the general partner and the limited partners, including any subordinated unitholders, in accordance with their respective ownership percentages, and when applicable, giving effect to incentive distributions allocable to the general partner. Prior to our acquisition of the Partnership assets, all income is attributed to the Parent. All subordinated units were converted to common units on a one-for-one basis on August 15, 2011. For purposes of calculating net income per common and subordinated unit, the conversion of the subordinated units is deemed to have occurred on July 1, 2011. See Note 4. Equity and Partners Capital in the Notes to Consolidated Financial Statements under Item 8 of Exhibit 99.3 to this Current Report on Form 8-K. |
(4) | Excludes average NGL pipeline volumes from the Chipeta assets of 24 MBbls/d, 14 MBbls/d, 11 MBbls/d and 3 MBbls/d for the years ended December 31, 2011, 2010, 2009 and 2008, respectively. The line was placed in service in 2008, therefore no volumes were excluded for 2007. |
(5) | Consists of 100% of the Chipeta, Granger and Hilight system volumes, 100% of the Red Desert complex volumes and 50% of Newcastle system volumes for all periods presented, as well as throughput beginning March 2011 attributable to the Platte Valley system. |
(6) | Represents our 14.81% share of Fort Union and 22% share of Rendezvous gross volumes and excludes 4 MBbls/d and 3 MBbls/d of oil pipeline volumes for the years ended December 31, 2011 and 2010, respectively, representing our 10% share of average White Cliffs pipeline volumes. Our 10% share of White Cliffs volumes for 2009 was not material. The White Cliffs pipeline was placed in service in 2009 therefore no volumes were excluded for 2008 and 2007. |
(7) | Average for period. Calculated as gross margin (total revenues less cost of product) divided by total natural gas throughput, including 100% of gross margin and volumes attributable to Chipeta, our 14.81% interest in income and volumes attributable to Fort Union, and our 22% interest in income and volumes attributable to Rendezvous. |
(8) | Average for period. Calculated as gross margin, excluding the noncontrolling interest owners proportionate share of revenues and cost of product, divided by total throughput attributable to Western Gas Partners, LP. Calculation includes income attributable to our investments in Fort Union, White Cliffs and Rendezvous in addition to volumes attributable to our investments in Fort Union and Rendezvous. |
3
EXHIBIT 99.2
Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
EXECUTIVE SUMMARY
We are a growth-oriented master limited partnership (MLP) organized by Anadarko to own, operate, acquire and develop midstream energy assets. We currently operate in East and West Texas, the Rocky Mountains (Colorado, Utah and Wyoming) and the Mid-Continent (Kansas and Oklahoma) and are engaged primarily in the business of gathering, processing, compressing, treating and transporting natural gas, condensate, NGLs and crude oil for Anadarko and third-party producers and customers. Including the effect of the acquisition of Mountain Gas Resources, LLC (MGR), our assets consist of thirteen gathering systems, seven natural gas treating facilities, ten natural gas processing facilities, two NGL pipelines, one interstate gas pipeline, one intrastate gas pipeline, and interests in two gas gathering systems and a crude oil pipeline accounted for under the equity method.
Significant financial highlights during the year ended December 31, 2011, include the following:
| We completed two acquisitions: the February acquisition of the Platte Valley gathering system and processing plant from a third party, and the July acquisition of Anadarkos Bison gas treating facility located in the Powder River Basin in northeastern Wyoming. See Acquisitions under Items 1 and 2 of our 2011 Form 10-K for additional information. |
| Our stable operating cash flow enabled us to raise our distribution to $0.44 per unit for the fourth quarter of 2011, representing a 5% increase over the distribution for the third quarter of 2011, a 16% increase over the distribution for the fourth quarter of 2010, and our eleventh consecutive quarterly increase. |
| We entered into an amended and restated $800.0 million senior unsecured revolving credit facility (the RCF) to amend and restate our $450.0 million revolving credit facility and issued $500.0 million aggregate principal amount of 5.375% Senior Notes due 2021 (the Notes). See Liquidity and Capital Resources within this Item 7 for additional information. |
| We issued an aggregate 9,602,813 common units to the public, generating net proceeds of $335.3 million, including the general partners proportionate capital contribution to maintain its 2.0% general partner interest. Net proceeds from the two offerings were used to repay amounts outstanding under our revolving credit facility and for general partnership purposes. |
Significant operational highlights during the year ended December 31, 2011, include the following:
| Gross margin (total revenues less cost of product) attributable to Western Gas Partners, LP averaged $0.58 per Mcf for the year, representing a 7% increase compared to the year ended December 31, 2010. |
| Throughput attributable to Western Gas Partners, LP totaled 2,239 MMcf/d for the year, representing a 10% increase compared to the same period in 2010. |
OUR OPERATIONS
The following discussion analyzes our financial condition and results of operations and should be read in conjunction with our consolidated financial statements and notes to consolidated financial statements, which are included in Item 8 of Exhibit 99.3 to this Current Report on Form 8-K. Unless the context otherwise requires, references to we, us, our, the Partnership or Western Gas Partners refers to Western Gas Partners, LP and its subsidiaries. The Partnerships general partner is Western Gas Holdings, LLC (the general partner), a wholly owned subsidiary of Anadarko Petroleum Corporation. Anadarko or Parent refers to Anadarko Petroleum Corporation and its consolidated subsidiaries, excluding the Partnership and the general partner.
References to the Partnership assets refer collectively to the assets owned by the Partnership as of December 31, 2011. Because of Anadarkos control of the Partnership through its ownership of our general partner, each acquisition of Partnership assets, except for those from third parties, was considered a transfer of net assets between entities under common control (see Note 2. Acquisitions in the Notes to Consolidated Financial Statements under Item 8 of Exhibit 99.3 to this Current Report on Form 8-K). As a result, after each acquisition of assets from Anadarko, we are required to recast our financial statements to include the activities of the Partnership assets as of the date of common control. As such, our historical financial statements have been recast in this Current Report on Form 8-K to include the results attributable to MGR and Bison as if we owned such assets for all periods presented. The consolidated financial statements for periods prior to our acquisition of the Partnership assets have been prepared from Anadarkos historical cost-basis accounts and may not necessarily be indicative of the actual results of operations that would have occurred if we had owned the assets during the periods reported. For ease of reference, we refer to the historical financial results of the Partnership assets prior to our acquisitions as being our historical financial results. Affiliates refers to wholly owned and partially owned subsidiaries of Anadarko, excluding the Partnership, and also refers to Fort Union Gas Gathering, LLC (Fort Union), White Cliffs Pipeline, LLC (White Cliffs) and Rendezvous Gas Services, LLC (Rendezvous).
Our results are driven primarily by the volumes of natural gas and NGLs we gather, process, treat or transport through our systems. For the year ended December 31, 2011, approximately 77% of our total revenues and 70% of our throughput (excluding equity investment throughput) was attributable to transactions with Anadarko.
In our gathering operations, we contract with producers and customers to gather natural gas from individual wells located near our gathering systems. We connect wells to gathering lines through which natural gas may be compressed and delivered to a processing plant, treating facility or downstream pipeline, and ultimately to end users. We also treat a significant portion of the natural gas that we gather so that it will satisfy required specifications for pipeline transportation.
We received significant dedications from our largest customer, Anadarko, solely with respect to the gathering systems connected to the Wattenberg field and the gathering systems included in our initial assets. Specifically, Anadarko has dedicated to us all of the natural gas production it owns or controls from (i) wells that are currently connected to such gathering systems, and (ii) additional wells that are drilled within one mile of wells connected to such gathering systems, as those systems currently exist and as they are expanded to connect additional wells in the future. As a result, this dedication will continue to expand as long as additional wells are connected to these gathering systems.
For the year ended December 31, 2011, approximately 65% of our gross margin was attributed to fee-based contracts, under which a fixed fee is received based on the volume and thermal content of the natural gas we gather, process, treat or transport. This type of contract provides us with a relatively stable revenue stream that is not subject to direct commodity-price risk, except to the extent that we retain and sell drip condensate that is recovered during the gathering of natural gas from the wellhead. Fee-based gross margin includes equity income from our interests in Fort Union, White Cliffs and Rendezvous. Certain of our fee-based contracts contain keep-whole provisions.
For the year ended December 31, 2011, approximately 35% of our gross margin was attributed to percent-of-proceeds and keep-whole contracts, pursuant to which we have commodity price exposure, including gross margin attributable to condensate sales. We have fixed-price swap agreements with Anadarko to manage the commodity price risk inherent in substantially all of our percent-of-proceeds and keep-whole contracts. See Note 5. Transactions with Affiliates of the Notes to Consolidated Financial Statements included under Item 8 of Exhibit 99.3 to this Current Report on Form 8-K.
2
We also have indirect exposure to commodity price risk in that persistent low natural gas prices have caused and may continue to cause our current or potential customers to delay drilling or shut in production in certain areas, which would reduce the volumes of natural gas available for our systems. We also bear a limited degree of commodity price risk through settlement of natural gas imbalances. Please read Item 7A of our 2011 Form 10-K.
As a result of our initial public offering and subsequent acquisitions from Anadarko and third parties, the results of operations, financial position and cash flows may vary significantly for 2011, 2010 and 2009 as compared to future periods. Please see the caption Items Affecting the Comparability of Our Financial Results, set forth below in this Item 7.
HOW WE EVALUATE OUR OPERATIONS
Our management relies on certain financial and operational metrics to analyze our performance. These metrics are significant factors in assessing our operating results and profitability and include (1) throughput, (2) gross margin, (3) operating and maintenance expenses, (4) general and administrative expenses, (5) Adjusted EBITDA and (6) Distributable cash flow.
Throughput. Throughput is an essential operating variable we use in assessing our ability to generate revenues. In order to maintain or increase throughput on our gathering and processing systems, we must connect additional wells to our systems. Our success in maintaining or increasing throughput is impacted by successful drilling of new wells by producers that are dedicated to our systems, recompletions of existing wells connected to our systems, our ability to secure volumes from new wells drilled on non-dedicated acreage and our ability to attract natural gas volumes currently gathered, processed or treated by our competitors. During the year ended December 31, 2011, and including the effect of the MGR acquisition, we added 112 receipt points to our systems, with initial throughput of approximately 1.0 MMcf/d per receipt point.
Gross margin. We define gross margin as total revenues less cost of product. We consider gross margin to provide information useful in assessing our results of operations and our ability to internally fund capital expenditures and to service or incur additional debt. Cost of product expenses include (i) costs associated with the purchase of natural gas and NGLs pursuant to our percent-of-proceeds and keep-whole processing contracts, (ii) costs associated with the valuation of our gas imbalances, (iii) costs associated with our obligations under certain contracts to redeliver a volume of natural gas to shippers, which is thermally equivalent to condensate retained by us and sold to third parties, and (iv) costs associated with our fuel-tracking mechanism, which tracks the difference between actual fuel usage and loss, and amounts recovered for estimated fuel usage and loss pursuant to our contracts. These expenses are subject to variability, although our exposure to commodity price risk attributable to purchases and sales of natural gas, condensate and NGLs is mitigated through our commodity price swap agreements with Anadarko.
Operating and maintenance expenses. We monitor operating and maintenance expenses to assess the impact of such costs on the profitability of our assets and to evaluate the overall efficiency of our operations. Operation and maintenance expenses include, among other things, field labor, insurance, repair and maintenance, equipment rentals, contract services, utility costs and services provided to us or on our behalf. For periods commencing on and subsequent to our acquisition of the Partnership assets, certain of these expenses are incurred under and governed by our services and secondment agreement with Anadarko.
General and administrative expenses. To help ensure the appropriateness of our general and administrative expenses and maximize our cash available for distribution, we monitor such expenses through comparison to prior periods, to the annual budget approved by our general partners board of directors, as well as to general and administrative expenses incurred by similar midstream companies. General and administrative expenses for periods prior to our acquisition of the Partnership assets include reimbursements attributable to costs incurred on our behalf and allocations of general and administrative costs by Anadarko and the general partner to us. For these periods, Anadarko received compensation or reimbursement through a management services fee. For periods subsequent to our acquisition of the Partnership assets, Anadarko is no longer compensated for corporate services through a management services fee. Instead, we reimburse Anadarko for general and administrative expenses incurred on our behalf pursuant to the terms of our omnibus agreement with Anadarko. Amounts required to be reimbursed to Anadarko under the omnibus agreement include those expenses attributable to our status as a publicly traded partnership, such as the following:
| expenses associated with annual and quarterly reporting; |
| tax return and Schedule K-1 preparation and distribution expenses; |
3
| expenses associated with listing on the New York Stock Exchange; and |
| independent auditor fees, legal expenses, investor relations expenses, director fees, and registrar and transfer agent fees. |
In addition to the above, pursuant to the terms of the omnibus agreement with Anadarko, we are required to reimburse Anadarko for allocable general and administrative expenses. See further detail under Items Affecting the Comparability of Our Financial Results General and administrative expenses under the omnibus agreement below and Note 5. Transactions with Affiliates in the Notes to Consolidated Financial Statements under Item 8 of Exhibit 99.3 to this Current Report on Form 8-K.
Adjusted EBITDA. We define Adjusted EBITDA as net income (loss) attributable to Western Gas Partners, LP, plus distributions from equity investees, non-cash equity-based compensation expense, expense in excess of the omnibus cap, interest expense, income tax expense, depreciation, amortization and impairments, and other expense, less income from equity investments, interest income, income tax benefit, other income and other nonrecurring adjustments that are not settled in cash. We believe that the presentation of Adjusted EBITDA provides information useful to investors in assessing our financial condition and results of operations and that Adjusted EBITDA is a widely accepted financial indicator of a companys ability to incur and service debt, fund capital expenditures and make distributions. Adjusted EBITDA is a supplemental financial measure that management and external users of our consolidated financial statements, such as industry analysts, investors, commercial banks and rating agencies, use to assess the following, among other measures:
| our operating performance as compared to other publicly traded partnerships in the midstream energy industry, without regard to financing methods, capital structure or historical cost basis; |
| the ability of our assets to generate cash flow to make distributions; and |
| the viability of acquisitions and capital expenditure projects and the returns on investment of various investment opportunities. |
Distributable cash flow. We define Distributable cash flow as Adjusted EBITDA, plus interest income, 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. We compare Distributable cash flow to the cash distributions we expect to pay our unitholders. Using this measure, management can quickly compute the Coverage ratio of estimated cash flows to planned cash distributions. We believe Distributable cash flow is useful to investors because this measurement is used by many companies, analysts and others in the industry as a performance measurement tool to evaluate our operating and financial performance and compare it with the performance of other publicly traded partnerships.
Distributable cash flow should not be considered an alternative to net income, earnings per unit, operating income, cash flows from operating activities or any other measure of financial performance presented in accordance with GAAP. Furthermore, while Distributable cash flow is a measure we use to assess our ability to make distributions to our unitholders, it should not be viewed as indicative of the actual amount of cash that we have available for distributions or that we plan to distribute for a given period.
Reconciliation to GAAP measures. Adjusted EBITDA and Distributable cash flow are not defined in GAAP. The GAAP measures most directly comparable to Adjusted EBITDA are net income attributable to Western Gas Partners, LP and net cash provided by operating activities, and the GAAP measure most directly comparable to Distributable cash flow is net income attributable to Western Gas Partners, LP. Our non-GAAP financial measures of Adjusted EBITDA and Distributable cash flow should not be considered as alternatives to the GAAP measures of net income attributable to Western Gas Partners, LP or net cash provided by operating activities. Adjusted EBITDA and Distributable cash flow have important limitations as analytical tools because they exclude some, but not all, items that affect net income and net cash provided by operating activities. You should not consider Adjusted EBITDA or Distributable cash flow in isolation or as a substitute for analysis of our results as reported under GAAP. Our definitions of Adjusted EBITDA and Distributable cash flow may not be comparable to similarly titled measures of other companies in our industry, thereby diminishing their utility.
4
Management compensates for the limitations of Adjusted EBITDA and Distributable cash flow as analytical tools by reviewing the comparable GAAP measures, understanding the differences between Adjusted EBITDA and Distributable cash flow compared to (as applicable) net income and net cash provided by operating activities, and incorporating this knowledge into its decision-making processes. We believe that investors benefit from having access to the same financial measures that our management uses in evaluating our operating results.
The following tables present (a) a reconciliation of the non-GAAP financial measure of Adjusted EBITDA to the GAAP financial measures of net income attributable to Western Gas Partners, LP and net cash provided by operating activities, and (b) a reconciliation of the non-GAAP financial measure of Distributable cash flow to the GAAP financial measure of net income attributable to Western Gas Partners, LP:
Year Ended December 31, | ||||||||||||
thousands | 2011 | 2010 | 2009 | |||||||||
Reconciliation of Adjusted EBITDA to Net income |
||||||||||||
Adjusted EBITDA attributable to Western Gas Partners, LP |
$ | 324,323 | $ | 265,024 | $ | 223,766 | ||||||
Less: |
||||||||||||
Distributions from equity investees |
15,999 | 10,973 | 11,206 | |||||||||
Non-cash equity-based compensation expense |
13,754 | 4,787 | 3,580 | |||||||||
Expenses in excess of omnibus cap |
| 133 | 842 | |||||||||
Interest expense |
30,345 | 18,794 | 9,955 | |||||||||
Income tax expense |
19,018 | 21,702 | 22,159 | |||||||||
Depreciation, amortization and impairments (1) |
109,151 | 88,188 | 88,486 | |||||||||
Other expense (1) |
3,683 | 2,393 | | |||||||||
Add: |
||||||||||||
Equity income, net |
11,261 | 7,628 | 7,923 | |||||||||
Interest income, net affiliates |
28,560 | 20,243 | 20,717 | |||||||||
Other income (1) (2) |
2,049 | 267 | 57 | |||||||||
|
|
|
|
|
|
|||||||
Net income attributable to Western Gas Partners, LP |
$ | 174,243 | $ | 146,192 | $ | 116,235 | ||||||
|
|
|
|
|
|
|||||||
Reconciliation of Adjusted EBITDA to Net cash |
||||||||||||
Adjusted EBITDA attributable to Western Gas Partners, LP |
$ | 324,323 | $ | 265,024 | $ | 223,766 | ||||||
Adjusted EBITDA attributable to noncontrolling interests |
16,850 | 13,823 | 12,462 | |||||||||
Interest income (expense), net |
(1,785 | ) | 1,449 | 10,762 | ||||||||
Expenses in excess of omnibus cap |
| (133 | ) | (842 | ) | |||||||
Non-cash equity-based compensation expense |
(13,754 | ) | (4,787 | ) | (3,580 | ) | ||||||
Current income tax expense |
(16,414 | ) | (12,114 | ) | (22,109 | ) | ||||||
Other income (expense), net (2) |
(1,628 | ) | (2,122 | ) | 61 | |||||||
Distributions from equity investees less than (in excess of) equity income, net |
(4,738 | ) | (3,345 | ) | (3,283 | ) | ||||||
Changes in operating working capital: |
||||||||||||
Accounts receivable and natural gas imbalance receivable |
(3,571 | ) | 802 | 6,961 | ||||||||
Accounts payable, accrued liabilities and natural gas imbalance payable |
23,092 | 2,734 | (14,267 | ) | ||||||||
Other |
4,796 | 2,418 | 2,834 | |||||||||
|
|
|
|
|
|
|||||||
Net cash provided by operating activities |
$ | 327,171 | $ | 263,749 | $ | 212,765 | ||||||
|
|
|
|
|
|
(1) | Includes our 51% share of depreciation, amortization and impairments; other expense; and other income attributable to Chipeta. |
(2) | Excludes income of $1.6 million for each of the years ended December 31, 2011, 2010 and 2009, related to a component of a gas processing agreement accounted for as a capital lease. Refer to Note 1. Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements under Item 8 of Exhibit 99.3 to this Current Report on Form 8-K. |
5
Year Ended December 31, | ||||||||||||
thousands except Coverage ratio | 2011 | 2010 | 2009 | |||||||||
Reconciliation of Distributable cash flow to Net income |
||||||||||||
Distributable cash flow |
$ | 281,975 | $ | 237,769 | $ | 203,376 | ||||||
Less: |
||||||||||||
Distributions from equity investees |
15,999 | 10,973 | 11,206 | |||||||||
Non-cash equity-based compensation expense |
13,754 | 4,787 | 3,580 | |||||||||
Expenses in excess of omnibus cap |
| 133 | 842 | |||||||||
Income tax expense |
19,018 | 21,702 | 22,159 | |||||||||
Depreciation, amortization and impairments (1) |
109,151 | 88,188 | 88,486 | |||||||||
Other expense (1) |
3,683 | 2,393 | | |||||||||
Add: |
||||||||||||
Equity income, net |
11,261 | 7,628 | 7,923 | |||||||||
Cash paid for maintenance capital expenditures (1) |
28,293 | 24,854 | 27,335 | |||||||||
Capitalized interest |
420 | | | |||||||||
Cash paid for income taxes |
190 | 507 | | |||||||||
Interest income, net (non-cash settled) |
11,660 | 3,343 | 3,817 | |||||||||
Other income (1) (2) |
2,049 | 267 | 57 | |||||||||
|
|
|
|
|
|
|||||||
Net income attributable to Western Gas Partners, LP |
$ | 174,243 | $ | 146,192 | $ | 116,235 | ||||||
|
|
|
|
|
|
|||||||
Distribution declared for the year ended December 31, 2011 (3) |
||||||||||||
Limited partners |
143,734 | |||||||||||
General partner |
8,847 | |||||||||||
|
|
|||||||||||
Total |
$ | 152,581 | ||||||||||
|
|
|||||||||||
Coverage ratio |
1.85 | x |
(1) | Includes our 51% share of depreciation, amortization and impairments; other expense; cash paid for maintenance capital expenditures; and other income attributable to Chipeta. |
(2) | Excludes income of $1.6 million for each of the years ended December 31, 2011, 2010 and 2009, related to a component of a gas processing agreement accounted for as a capital lease. Refer to Note 1. Summary of Significant Accounting Policies in the Notes to the Consolidated Financial Statements under Item 8 of Exhibit 99.3 to this Current Report on Form 8-K. |
(3) | Reflects distributions of $1.655 per unit declared for the year ended December 31, 2011. |
ITEMS AFFECTING THE COMPARABILITY OF OUR FINANCIAL RESULTS
Our historical results of operations and cash flows for the periods presented may not be comparable to future or historic results of operations or cash flows for the reasons described below:
Affiliate contracts. Effective October 1, 2009, contracts covering substantially all of the Granger assets affiliate throughput were converted from primarily keep-whole contracts into a ten-year fee-based arrangement and, effective July 1, 2010, contracts covering all of Wattenbergs affiliate throughput were converted from primarily keep-whole contracts into a ten-year fee-based agreement. These contract changes will impact the comparability of the statements of income and cash flows. See Note 5. Transactions with Affiliates in the Notes to Consolidated Financial Statements under Item 8 of Exhibit 99.3 to this Current Report on Form 8-K.
Commodity price swap agreements. We have commodity price swap agreements with Anadarko to mitigate exposure to commodity price volatility that would otherwise be present as a result of the purchase and sale of natural gas, condensate or NGLs. Notional volumes for each of the swap agreements are not specifically defined; instead, the commodity price swap agreements apply to the actual volume of our natural gas, condensate and NGLs purchased and sold at the Hilight, Hugoton, Newcastle, Granger and Wattenberg assets, with various expiration dates through September 2015.
6
In December 2011, we extended the commodity price swap agreements for the Hilight and Newcastle assets through December 2013, and also entered into price swap agreements related to the MGR acquisition, with forward-starting effective dates beginning January 1, 2012, and extending through December 31, 2016. See Note 5. Transactions with Affiliates and Note 12. Subsequent Event in the Notes to Consolidated Financial Statements under Item 8 of Exhibit 99.3 to this Current Report on Form 8-K.
Federal income taxes. Income earned by the Partnership, a non-taxable entity for U.S. federal income tax purposes, including and subsequent to our acquisition of the Partnership assets was subject only to Texas margin tax, while income earned prior to our acquisition of the Partnership assets was subject to federal and state income tax.
General and administrative expenses under the omnibus agreement. Pursuant to the omnibus agreement, Anadarko and the general partner perform centralized corporate functions for the Partnership. Prior to our ownership of the Partnership assets, our historical consolidated financial statements reflect a management services fee representing the general and administrative expenses attributable to the Partnership assets. During the years ended December 31, 2011, 2010 and 2009, Anadarko billed us $11.8 million, $9.0 million and $6.9 million, respectively, in allocated general and administrative expenses, which, prior to December 31, 2010, were subject to the cap contained in the omnibus agreement. For the year ended December 31, 2011, Anadarko, in accordance with the partnership agreement and omnibus agreement, determined, in its reasonable discretion, amounts to be allocated to us in exchange for services provided under the omnibus agreement. In addition, our general and administrative expenses for the years ended December 31, 2010 and 2009, included $0.1 million and $0.8 million, respectively, of expenses incurred by Anadarko and the general partner in excess of the cap contained in the omnibus agreement. Such expenses were recorded as capital contributions from Anadarko and did not impact the Partnerships cash flows. The amounts charged under the omnibus agreement are greater than amounts allocated to us by Anadarko for the aggregate management services fees reflected in our historical consolidated financial statements for periods prior to our ownership of the Partnership assets. We also incurred $7.7 million, $8.0 million and $7.5 million in public company expenses, excluding equity-based compensation, during the years ended December 31, 2011, 2010 and 2009, respectively.
Interest on intercompany balances. For periods prior to our acquisition of the Partnership assets, except for Chipeta, we incurred interest expense or earned interest income on current intercompany balances with Anadarko related to such assets. These intercompany balances were extinguished through non-cash transactions in connection with the closing of our initial public offering, the Powder River acquisition, Anadarkos initial contribution of assets of Chipeta, the Granger acquisition, Wattenberg acquisition, 0.4% interest in White Cliffs, Bison acquisition and MGR acquisition. Therefore, interest expense and interest income attributable to these balances are reflected in our historical consolidated financial statements for the periods ending prior to our acquisition of the Partnership assets, except for Chipeta.
Beginning December 7, 2011, Anadarko discontinued charging interest on intercompany balances. The outstanding affiliate balances on the Partnership assets prior to their acquisition were entirely settled through an adjustment to parent net equity.
Platte Valley acquisition. In February 2011, we acquired a natural gas gathering system and cryogenic gas processing facilities, collectively referred to as the Platte Valley assets, financed with borrowings under our revolving credit facility. These assets, acquired from a third-party, have been recorded in the Partnerships consolidated financial statements at their estimated fair values on the acquisition date under the acquisition method of accounting. Results of operations attributable to the Platte Valley assets have been included our consolidated statements of income beginning on the acquisition date in the first quarter of 2011.
The fair values of the plant and processing facilities, related equipment, and intangible assets acquired were based on the market, cost and income approaches. The liabilities assumed include certain amounts associated with environmental contingencies estimated by management. All fair-value measurements of assets acquired and liabilities assumed are based on inputs that are not observable in the market and thus represent Level 3 inputs. See Note 1. Summary of Significant Accounting Policies, Note 2. Acquisitions and Note 11. Commitments and Contingencies in the Notes to Consolidated Financial Statements under Item 8 of Exhibit 99.3 to this Current Report on Form 8-K for further information.
7
GENERAL TRENDS AND OUTLOOK
We expect our business to continue to be affected by the following key trends. Our expectations are based on our assumptions and information currently available to us. To the extent our underlying assumptions about, or interpretations of, available information prove to be incorrect, our actual results may vary materially from our expectations.
Impact of natural gas prices. The relatively low natural gas price environment, which has persisted over the past three years, has led to lower levels of drilling activity served by certain of our assets. Several of our customers, including Anadarko, have reduced activity levels in certain areas, shifting capital toward liquid-rich opportunities that offer higher margins and superior economics to producers. This trend has resulted in fewer new well connections and, in some cases, temporary curtailments of production. To the extent opportunities are available, we will continue to connect new wells to our systems to mitigate the impact of natural production declines in order to maintain throughput on our systems. However, our success in connecting new wells to our systems is dependent on the activities of natural gas producers and shippers.
Changes in regulations. Our operations and the operations of our customers have been, and at times in the future may be, affected by political developments and are subject to an increasing number of complex federal, state, tribal, local and other laws and regulations such as production restrictions, permitting delays, limitations on hydraulic fracturing and environmental protection regulations. We and/or our customers must obtain and maintain numerous permits, approvals and certificates from various federal, state, tribal and local governmental authorities. For example, regulation of hydraulic fracturing is currently primarily conducted at the state level through permitting and other compliance requirements. If proposed federal legislation is adopted, it could establish an additional level of regulation and permitting. Any changes in statutory regulations or delays in the issuance of required permits may impact both the throughput on and profitability of our systems.
Access to capital markets. We require periodic access to capital in order to fund acquisitions and expansion projects. Under the terms of our partnership agreement, we are required to distribute all of our available cash to our unitholders, which makes us dependent upon raising capital to fund growth projects. Historically, MLPs have accessed the debt and equity capital markets to raise money for new growth projects and acquisitions. Recent market turbulence has from time to time either raised the cost of those public funds or, in some cases, eliminated the availability of these funds to prospective issuers. If we are unable either to access the public capital markets or find alternative sources of capital, our growth strategy may be more challenging to execute.
Impact of inflation. Although inflation in the U.S. has been relatively low in recent years, the U.S. economy could experience a significant inflationary effect from, among other things, the governmental stimulus plans enacted since 2008. To the extent permitted by regulations and escalation provisions in certain of our existing agreements, we have the ability to recover a portion of increased costs in the form of higher fees.
Impact of interest rates. Interest rates were at or near historic lows at certain times during 2011. Should interest rates rise, our financing costs would increase accordingly. Additionally, as with other yield-oriented securities, our unit price is impacted by the level of our cash distributions and an associated implied distribution yield. Therefore, changes in interest rates, either positive or negative, may affect the yield requirements of investors who invest in our units, and a rising interest rate environment could have an adverse impact on our unit price and our ability to issue additional equity, or increase the cost of issuing equity, to make acquisitions, reduce debt or for other purposes. However, we expect our cost of capital to remain competitive, as our competitors would face similar circumstances.
Acquisition opportunities. Anadarkos total domestic midstream asset portfolio, excluding the assets we own, consists of sixteen gathering systems and eight processing and/or treating facilities with an aggregate throughput of approximately 1.9 Bcf/d, in addition to equity investments in two midstream projects not yet in service. A key component of our growth strategy is to acquire midstream assets from Anadarko and third parties over time.
8
Including the effect of the MGR acquisition, Anadarko owns a 2.0% general partner interest in us, all of our IDRs and a 43.6% limited partner interest in us. Given Anadarkos significant interests in us, we believe Anadarko will benefit from selling additional assets to us over time; however, Anadarko continually evaluates acquisitions and divestitures and may elect to acquire, construct or dispose of midstream assets in the future without offering us the opportunity to acquire or construct those assets. Should Anadarko choose to pursue additional midstream asset sales, it is under no contractual obligation to offer assets or business opportunities to us. We may also pursue certain asset acquisitions from third parties to the extent such acquisitions complement our or Anadarkos existing asset base or allow us to capture operational efficiencies from Anadarkos or third-party production. However, if we do not make additional acquisitions from Anadarko or third parties on economically acceptable terms, our future growth will be limited, and the acquisitions we make could reduce, rather than increase, our cash flows generated from operations on a per-unit basis.
RESULTS OF OPERATIONS
OPERATING RESULTS
The following tables and discussion present a summary of our results of operations for the years ended December 31, 2011, 2010 and 2009:
Year Ended December 31, | ||||||||||||
thousands |
2011 | 2010 | 2009 | |||||||||
Gathering, processing and transportation of natural gas and |
$ | 301,329 | $ | 253,273 | $ | 246,466 | ||||||
Natural gas, natural gas liquids and condensate sales |
502,383 | 396,037 | 361,645 | |||||||||
Equity income and other, net |
19,553 | 13,964 | 11,653 | |||||||||
|
|
|
|
|
|
|||||||
Total revenues (1) |
823,265 | 663,274 | 619,764 | |||||||||
Total operating expenses (1) |
614,072 | 485,286 | 483,500 | |||||||||
|
|
|
|
|
|
|||||||
Operating income |
209,193 | 177,988 | 136,264 | |||||||||
Interest income, net affiliates |
28,560 | 20,243 | 20,717 | |||||||||
Interest expense |
(30,345 | ) | (18,794 | ) | (9,955 | ) | ||||||
Other income (expense), net |
(44 | ) | (538 | ) | 1,628 | |||||||
|
|
|
|
|
|
|||||||
Income before income taxes |
207,364 | 178,899 | 148,654 | |||||||||
Income tax expense |
19,018 | 21,702 | 22,159 | |||||||||
|
|
|
|
|
|
|||||||
Net income |
188,346 | 157,197 | 126,495 | |||||||||
Net income attributable to noncontrolling interests |
14,103 | 11,005 | 10,260 | |||||||||
|
|
|
|
|
|
|||||||
Net income attributable to Western Gas Partners, LP |
$ | 174,243 | $ | 146,192 | $ | 116,235 | ||||||
|
|
|
|
|
|
|||||||
Key Performance Metrics (2) |
||||||||||||
Gross margin |
$ | 495,894 | $ | 416,798 | $ | 380,890 | ||||||
Adjusted EBITDA attributable to Western Gas Partners, LP |
$ | 324,323 | $ | 265,024 | $ | 223,766 | ||||||
Distributable cash flow |
$ | 281,975 | $ | 237,769 | $ | 203,376 |
(1) | Revenues include affiliate amounts earned by the Partnership from services provided to our affiliates, as well as from the sale of residue gas, condensate and NGLs to our affiliates. Operating expenses include amounts charged by our affiliates for services as well as reimbursement of amounts paid by affiliates to third parties on our behalf. See Note 5. Transactions with Affiliates in the Notes to Consolidated Financial Statements under Item 8 of Exhibit 99.3 to this Current Report on Form 8-K. |
(2) | Gross margin, Adjusted EBITDA attributable to Western Gas Partners, LP (Adjusted EBITDA) and Distributable cash flow are defined under the caption How We Evaluate Our Operations within this Item 7. Such caption also includes reconciliations of Adjusted EBITDA and Distributable cash flow to their most directly comparable measures calculated and presented in accordance with GAAP. |
For purposes of the following discussion, any increases or decreases for the year ended December 31, 2011 refer to the comparison of the year ended December 31, 2011 to the year ended December 31, 2010, any increases or decreases for the year ended December 31, 2010 refer to the comparison of the year ended December 31, 2010 to the year ended December 31, 2009.
9
Operating Statistics
Year Ended December 31, | ||||||||||||||||||||
throughput in MMcf/d | 2011 | 2010 | D | 2009 | D | |||||||||||||||
Gathering, treating and transportation (1) |
1,321 | 1,181 | 12 % | 1,229 | (4)% | |||||||||||||||
Processing (2) |
962 | 815 | 18 % | 808 | 1 % | |||||||||||||||
Equity investment (3) |
198 | 228 | (13)% | 225 | 1 % | |||||||||||||||
Total throughput (4) |
2,481 | 2,224 | 12 % | 2,262 | (2)% | |||||||||||||||
|
|
|
|
|
|
|||||||||||||||
Throughput attributable to noncontrolling interests |
242 | 197 | 23 % | 180 | 9 % | |||||||||||||||
|
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Total throughput attributable to |
2,239 | 2,027 | 10 % | 2,082 | (3)% | |||||||||||||||
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(1) | Excludes average NGL pipeline volumes from the Chipeta assets of 24 MBbls/d, 14 MBbls/d, and 11 MBbls/d for the years ended December 31, 2011, 2010, and 2009, respectively. |
(2) | Includes 100% of the Chipeta, Granger and Hilight system volumes, 100% of the Red Desert complex volumes and 50% of Newcastle system volumes for all periods presented, as well as throughput beginning March 2011 attributable to the Platte Valley system. |
(3) | Represents our 14.81% share of Fort Union and 22% share of Rendezvous gross volumes and excludes 4 MBbls/d and 3 MBbls/d of oil pipeline volumes for the years ended December 31, 2011 and 2010, respectively, representing our 10% share of average White Cliffs pipeline volumes. Our 10% share of White Cliffs volumes for 2009 was not material. |
(4) | Includes affiliate, third-party and equity-investment volumes. |
Gathering, treating and transportation throughput increased by 140 MMcf/d for the year ended December 31, 2011, primarily due to the startup of the Bison assets in June 2010 and throughput increases at the Wattenberg system due to increased drilling activity in the area. These increases were partially offset by lower throughput at the MIGC system resulting from the January 2011 expiration of certain contracts that were not renewed due to the startup of the third-party owned Bison pipeline, and throughput decreases at the Haley, Pinnacle, Dew and Hugoton systems resulting from natural production declines and reduced drilling activity in those areas. Gathering, treating and transportation throughput decreased by 48 MMcf/d for the year ended December 31, 2010, primarily due to throughput decreases at Pinnacle, Haley, Dew, Hugoton and an MGR gathering system, resulting from natural production declines and reduced drilling activity in those areas as a result of low natural gas prices. These declines were partially offset by throughput increases at the Wattenberg system due to increased drilling activity and recompletions driven by favorable producer economics in the area and the startup of the Bison assets in June 2010.
Processing throughput increased by 147 MMcf/d for the year ended December 31, 2011, primarily due to the additional throughput from the Platte Valley system acquired in February 2011, as well as throughput increases at the Chipeta and Hilight systems, resulting from drilling activity in these areas driven by the relatively high liquid content of the gas volumes produced. These increases were partially offset by lower throughput at the Red Desert complex resulting from volumes being diverted away upon the resumption of a competing plant in 2011 that experienced an outage in 2010. Processing throughput increased by 7 MMcf/d for the year ended December 31, 2010, primarily due to increased throughput at the Chipeta system due to increased drilling activities in the Natural Buttes areas and at the Granger system resulting from the temporary redirection of volumes from competing systems during the last half of 2010.
Equity investment volumes decreased by 30 MMcf/d for the year ended December 31, 2011, due to lower throughput at the Fort Union system following the startup of the Bison pipeline. Equity investment volumes increased by 3 MMcf/d for the year ended December 31, 2010, due to a throughput increase of 7 MMcf/d at Rendezvous, partially offset by a 4 MMcf/d decrease in volumes at the Fort Union system as a result of reduced drilling activity in the area.
10
Natural Gas Gathering, Processing and Transportation Revenues
Year Ended December 31, | ||||||||||||||||||||
thousands except percentages | 2011 | 2010 | D | 2009 | D | |||||||||||||||
Gathering, processing and transportation |
$ | 301,329 | $ | 253,273 | 19% | $ | 246,466 | 3% |
Gathering, processing and transportation of natural gas and natural gas liquids revenues increased by $48.1 million for the year ended December 31, 2011, due to the acquisition of the Platte Valley system in February 2011, the June 2010 startup of the Bison assets, and increased fee revenue at the Wattenberg system as a result of changes in affiliate contract terms (from primarily keep-whole and percentage-of-proceeds arrangements to fee-based arrangements), effective July 2010. These increases were partially offset by decreased fee revenue at MIGC due to the January 2011 expiration of certain contracts, decreased volume due to natural declines at the Haley, Hugoton and Dew systems and decreased volume processed at the Red Desert complex resulting from volumes being diverted away upon the resumption of a competing plant in 2011 that experienced an outage in 2010. Gathering, processing and transportation of natural gas and natural gas liquids revenues increased by $6.8 million for the year ended December 31, 2010, due to the June 2010 startup of Bison and increased fee revenue at the Wattenberg and Granger systems. This increase resulted from changes in affiliate contract terms effective in July 2010 at Wattenberg and in October 2009 at Granger, from primarily keep-whole and percentage-of-proceeds agreements to fee-based agreements. In addition, revenues increased due to higher rates at the Pinnacle, Hugoton and Wattenberg systems. These increases were partially offset by decreased throughput at the Pinnacle, Haley, Dew and Hugoton systems.
Natural Gas, Natural Gas Liquids and Condensate Sales
thousands except percentages and per-unit amounts |
Year Ended December 31, | |||||||||||||||||||
2011 | 2010 | D | 2009 | D | ||||||||||||||||
Natural gas sales |
$ | 129,939 | $ | 91,452 | 42% | $ | 93,092 | (2)% | ||||||||||||
Natural gas liquids sales |
345,646 | 279,915 | 23% | 250,572 | 12 % | |||||||||||||||
Drip condensate sales |
26,798 | 24,670 | 9% | 17,981 | 37 % | |||||||||||||||
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Total |
$ | 502,383 | $ | 396,037 | 27% | $ | 361,645 | 10 % | ||||||||||||
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Average price per unit: |
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Natural gas (per Mcf) |
$ | 5.30 | $ | 5.17 | 3% | $ | 3.86 | 34 % | ||||||||||||
Natural gas liquids (per Bbl) |
$ | 47.72 | $ | 39.94 | 19% | $ | 30.06 | 33 % | ||||||||||||
Drip condensate (per Bbl) |
$ | 72.86 | $ | 70.50 | 3% | $ | 47.87 | 47 % |
Including the effects of commodity price swap agreements, total natural gas, natural gas liquids and condensate sales increased by $106.3 million for the year ended December 31, 2011, which consisted of a $65.7 million increase in NGLs sales, a $38.5 million increase in natural gas sales and a $2.1 million increase in drip condensate sales.
The increase in NGLs sales was primarily due to the acquisition of the Platte Valley system in February 2011, higher throughput at the Chipeta and Hilight systems and increased commodity prices impacting the Red Desert complex at which commodity price swap agreements were not effective until January 1, 2012 (see Note 12. Subsequent Event in the Notes to Consolidated Financial Statements under Item 8 of Exhibit 99.3 to this Current Report on Form 8-K), partially offset by changes in affiliate contract terms at the Wattenberg system allowing the producer to take its product in kind.
The increase in natural gas sales was due to a 38% increase in volumes sold, resulting from the acquisition of the Platte Valley system in February 2011 and higher throughput at the Hilight system due to increased third-party drilling in the area. The increase in drip condensate sales for the year ended December 31, 2011, was primarily due to a higher average sales price at the Wattenberg and Hugoton systems and Platte Valley sales.
11
Total natural gas, natural gas liquids and condensate sales increased by $34.4 million for the year ended December 31, 2010, consisting of a $29.3 million and $6.7 million increase in NGLs sales and drip condensate sales, respectively, partially offset by a $1.6 million decrease in natural gas sales. The increase in NGLs sales is primarily attributable to a 33% increase in the average price of NGLs for 2010. This increase was partially offset by a 16% decrease in the volume of NGLs sold primarily due to the changes in affiliate contract terms at the Granger and Wattenberg systems effective in October 2009 and July 2010, respectively, allowing the producer to take its liquids and gas in-kind.
The decrease in natural gas sales was due to a 27% decrease in the volume of natural gas sold primarily due to the changes in affiliate contract terms at the Granger and Wattenberg systems. The decrease was partially offset by a 34% increase in the average natural gas sales price. Natural gas and NGL prices pursuant to the commodity price swap agreements for the Granger system in 2010 were higher than 2009 market prices, and natural gas and NGL prices pursuant to the 2010 commodity price swap agreements for the Hilight and Newcastle systems were higher than 2009 commodity swap prices. The increase in drip condensate sales for the year ended December 31, 2010, was primarily due to a $22.63 per Bbl, or 47%, increase in the average price of condensate at the Hugoton and Wattenberg systems.
The average natural gas and NGLs prices for the year ended December 31, 2011 and 2010, include the effects of commodity price swap agreements attributable to sales for the Granger, Wattenberg, Hilight, Newcastle and Hugoton systems. See Note 5. Transactions with Affiliates in the Notes to Consolidated Financial Statements under Item 8 of Exhibit 99.3 to this Current Report on Form 8-K.
Equity Income and Other Revenues
Year Ended December 31, | ||||||||||||||||||||
thousands except percentages | 2011 | 2010 | D | 2009 | D | |||||||||||||||
Equity income |
$ | 11,261 | $ | 7,628 | 48% | $ | 7,923 | (4)% | ||||||||||||
Other revenues, net |
8,292 | 6,336 | 31% | 3,730 | 70 % | |||||||||||||||
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Total |
$ | 19,553 | $ | 13,964 | 40% | $ | 11,653 | 20 % | ||||||||||||
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Equity income increased by $3.6 million for the year ended December 31, 2011, primarily due to the acquisition of an additional 9.6% interest in White Cliffs in September 2010.
Other revenues, net increased by $2.0 million for the year ended December 31, 2011, primarily due to collection of deficiency fees, predominantly associated with MGR gathering agreements. Other revenues, net increased by $2.6 million for the year ended December 31, 2010, primarily due to changes in gas imbalance positions at the Hilight, MIGC, Hugoton and Wattenberg systems and reimbursements from a third-party customer at the Pinnacle system for both installation costs and a shared equipment arrangement that ended in the third quarter of 2009.
Cost of Product and Operation and Maintenance Expenses
Year Ended December 31, | ||||||||||||||||||||
thousands except percentages |
2011 | 2010 | D | 2009 | D | |||||||||||||||
Cost of product |
$ | 327,371 | $ | 246,476 | 33% | $ | 238,874 | 3 % | ||||||||||||
Operation and maintenance |
119,104 | 103,887 | 15% | 106,590 | (3)% | |||||||||||||||
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Total cost of product and operation and |
$ | 446,475 | $ | 350,363 | 27% | $ | 345,464 | 1 % | ||||||||||||
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Including the effects of commodity price swap agreements attributable to purchases for the Granger, Wattenberg, Hilight, Newcastle and Hugoton systems, cost of product expense increased by $80.9 million for the year ended December 31, 2011, primarily consisting of a $51.5 million increase due to increased throughput at the Hilight and Chipeta systems and a $44.4 million increase due to the acquisition of the Platte Valley system. These increases were partially offset by a $9.0 million decrease due to decreased throughput at the Red Desert complex and a $6.2 million decrease due to changes in gas imbalance positions.
12
Including the effects of commodity price swap agreements attributable to purchases for the Granger, Wattenberg, Hilight, Newcastle and Hugoton systems, cost of product expense increased by $7.6 million for the year ended December 31, 2010, primarily due to a $19.6 million increase in NGL purchases as a result of higher prices, partially offset by a $1.1 million decrease due to a decrease in the actual cost of fuel compared to the contractual cost of fuel, and a $1.4 million decrease due to changes in gas imbalance positions. The overall increase was also partially offset by a $9.0 million decrease in gathering fees paid by the Granger system for volumes gathered at adjacent gathering systems owned by Anadarko and a third party, then processed at Granger. Effective in October 2009, fees previously paid by Granger are now paid directly by the producer to the other gathering system owners.
See Note 5. Transactions with Affiliates in the Notes to Consolidated Financial Statements under Item 8 of Exhibit 99.3 to this Current Report on Form 8-K for further discussion of the commodity price swap agreements.
Operation and maintenance expense increased by $15.2 million for the year ended December 31, 2011, primarily due to the acquisition of the Platte Valley system and the June 2010 startup of the Bison assets, partially offset by lower compressor lease expenses resulting from the purchase of compressors used at the Wattenberg system leased during 2010.
Operation and maintenance expense decreased by $2.7 million for the year ended December 31, 2010, primarily due to lower compressor lease expenses resulting from the purchase of previously leased compressors used at the Granger and Wattenberg systems during 2010, lower electricity expense at the Chipeta system, lower chemical expenses and lower contract labor. The decrease in compressor lease expense for the year ended December 31, 2010, was offset by an increase in depreciation expense discussed below under General and Administrative, Depreciation and Other Expenses. In addition, the decrease in operating expense was partially offset by higher field personnel expenses, primarily attributable to merit increases, and a $2.0 million increase due to the startup of the Bison assets in June 2010.
General and Administrative, Depreciation and Other Expenses
Year Ended December 31, | ||||||||||||||||||||
thousands except percentages | 2011 | 2010 | D | 2009 | D | |||||||||||||||
General and administrative |
$ | 39,114 | $ | 29,640 | 32% | $ | 33,171 | (11)% | ||||||||||||
Property and other taxes |
16,579 | 14,273 | 16% | 14,173 | 1 % | |||||||||||||||
Depreciation, amortization and impairments |
111,904 | 91,010 | 23% | 90,692 | % | |||||||||||||||
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Total general and administrative, |
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depreciation and other expenses |
$ | 167,597 | $ | 134,923 | 24% | $ | 138,036 | (2)% | ||||||||||||
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General and administrative expenses increased by $9.5 million for the year ended December 31, 2011, due to an increase of $7.2 million in noncash payroll expenses primarily due to an increase in the collective value of awards under the Western Gas Holdings, LLC Equity Incentive Plan, as amended and restated, from $215.00 per unit to $634.00 per unit and an increase of $2.7 million in corporate and management personnel costs allocated to us pursuant to the omnibus agreement. Property and other taxes increased by $2.3 million for the year ended December 31, 2011, primarily due to the ad valorem tax for the Platte Valley, Bison and Wattenberg assets. Depreciation, amortization and impairments increased by $20.9 million for the year ended December 31, 2011, primarily attributable to the addition of the Platte Valley and Bison assets, depreciation associated with capital projects completed and capitalized at the Wattenberg, Hugoton and Hilight systems, and impairment expense due to the indefinite postponement of an expansion project at the Red Desert complex. See Note 1. Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements under Item 8 of Exhibit 99.3 to this Current Report on Form 8-K.
General and administrative expenses decreased by $3.5 million for the year ended December 31, 2010, due to the management fee allocated to the Granger assets and Wattenberg assets during the year ended December 31, 2009, then discontinued effective January 2010 and July 2010, respectively, upon contribution of the assets to us. This decrease was partially offset by an increase in corporate and management personnel costs allocated to us pursuant to the omnibus agreement. Depreciation, amortization and impairments increased by approximately $0.3 million for the year ended December 31, 2010, comprised of a $5.5 million increase in depreciation, offset by a $5.2 million decrease in impairment expense. The increase in depreciation expense is primarily attributable to capital projects completed at the Chipeta, Hilight and Hugoton systems, the addition of the Bison assets, and previously leased compressors used at the Granger and Wattenberg systems purchased and contributed to the Partnership during 2010. The decrease in impairment expense is primarily due to a $6.1 million charge taken during the year ended December 31, 2009, as a result of the write-down of an idle MGR pipeline for which no future cash flows were expected. No similar impairment expense was recorded in 2010.
13
Interest Income and Interest Expense
Year Ended December 31, | ||||||||||||||||||||
thousands except percentages | 2011 | 2010 | D | 2009 | D | |||||||||||||||
Interest income on note receivable |
$ | 16,900 | $ | 16,900 | % | $ | 16,900 | % | ||||||||||||
Interest income, net on affiliate balances |
11,660 | 3,343 | nm (1) | 3,817 | (12)% | |||||||||||||||
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Interest income, net affiliates (2) |
$ | 28,560 | $ | 20,243 | 41 % | $ | 20,717 | (2)% | ||||||||||||
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Third Parties |
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Interest expense on long-term debt |
$ | (20,533) | $ | (8,530) | 141 % | $ | (304) | nm | ||||||||||||
Amortization of debt issuance costs |
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and commitment fees (3) |
(5,297) | (3,340) | 59 % | (555) | nm | |||||||||||||||
Capitalized interest |
420 | | nm | | nm | |||||||||||||||
Affiliates |
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Interest expense on notes payable to Anadarko |
(4,935) | (6,828) | (28)% | (8,953) | (24)% | |||||||||||||||
Credit facility commitment fees |
| (96) | (100)% | (143) | (33)% | |||||||||||||||
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Interest expense |
$ | (30,345) | $ | (18,794) | 61 % | $ | (9,955) | 89 % | ||||||||||||
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(1) | Percent change is not meaningful (nm). |
(2) | Represents interest income recognized on the note receivable from Anadarko. Also includes interest income, net on affiliate balances related to the MGR assets, Bison assets, White Cliffs investment and Wattenberg assets for periods prior to the acquisition of such assets. Beginning December 7, 2011, Anadarko discontinued charging interest on intercompany balances. The outstanding affiliate balances on the Partnership assets prior to their acquisition were entirely settled through an adjustment to parent net equity. |
(3) | For the year ended December 31, 2011, includes $0.5 million of amortization of the original issue discount and underwriters fees related to the Notes. |
Interest expense increased by $11.6 million for the year ended December 31, 2011, due to interest expense incurred on the Notes issued in May 2011 as well as $1.3 million of accelerated amortization expense related to the early repayment of the Wattenberg term loan in March 2011 (described in Liquidity and Capital Resources). The increase was partially offset by lower interest expense on amounts outstanding on our RCF during 2011, a decrease in interest expense on the Note Payable to Anadarko which was amended in December 2010 reducing the interest rate from 4.00% to 2.82% for the remainder of the term, and the repayment of the Wattenberg term loan.
Interest expense increased by $8.8 million for the year ended December 31, 2010, primarily due to interest expense incurred on the amounts outstanding during 2010 under the Wattenberg term loan, our RCF and related commitment fees, and expense incurred on intercompany borrowings associated with assets we acquired.
See Note 10. Debt and Interest Expense in the Notes to Consolidated Financial Statements under Item 8 of Exhibit 99.3 to this Current Report on Form 8-K.
Other Income (Expense), Net
Year Ended December 31, | ||||||||||||||||||||
thousands except percentages | 2011 | 2010 | D | 2009 | D | |||||||||||||||
Other income (expense), net |
$ | (44) | $ | (538) | (92)% | $ | 1,628 | (133)% |
Other income (expense), net for the year ended December 31, 2011, primarily consists of the $1.9 million loss realized on an interest-rate swap agreement entered into in March 2011 and terminated in May 2011 in connection with the offering of the Notes. Other income (expense), net for the year ended December 31, 2010, primarily relates to financial agreements entered into in April 2010 to fix the underlying ten-year Treasury rates with respect to a potential note issuance that was under consideration at that time. Upon reaching our decision not to issue the notes in May 2010, we terminated the agreements at a cost of $2.4 million. For each of the years ended December 31, 2011 and 2010, the aforementioned loss amounts were partially offset by $1.6 million of interest income related to the capital lease component of a processing agreement assumed in connection with the MGR acquisition.
14
Income Tax Expense
Year Ended December 31, | ||||||||||||||||||||
thousands except percentages | 2011 | 2010 | D | 2009 | D | |||||||||||||||
Income before income taxes |
$ | 207,364 | $ | 178,899 | 16 % | $ | 148,654 | 20 % | ||||||||||||
Income tax expense |
19,018 | 21,702 | (12)% | 22,159 | (2)% | |||||||||||||||
Effective tax rate |
9% | 12% | 15% |
We are not a taxable entity for U.S. federal income tax purposes, although the portion of our income apportionable to Texas is subject to Texas margin tax. Income attributable to (a) the MGR assets prior to and including December 2011, (b) the Bison assets prior to and including June 2011, (c) the Wattenberg assets prior to and including July 2010 and (d) the Granger assets prior to and including January 2010 were subject to federal and state income tax, resulting in an overall lower income tax expense for the year ended December 31, 2011. Income earned by the Granger, Wattenberg and Bison assets for periods subsequent to January 2010, July 2010 and June 2011, respectively, was subject only to Texas margin tax on the portion of their incomes apportionable to Texas.
For 2011, 2010, and 2009, our variance from the federal statutory rate, which is zero percent as a non-taxable entity, is primarily attributable to federal and state taxes on income attributable to Partnership assets pre-acquisition and our share of Texas margin tax.
Noncontrolling Interests
Year Ended December 31, | ||||||||||||||||||||
thousands except percentages | 2011 | 2010 | D | 2009 | D | |||||||||||||||
Net income attributable to noncontrolling interests |
$ | 14,103 | $ | 11,005 | 28% | $ | 10,260 | 7% |
For the year ended December 31, 2011, and 2010, net income attributable to noncontrolling interests increased by $3.1 million and $0.7 million, respectively, primarily due to the higher volumes at the Chipeta system.
Key Performance Metrics
thousands except percentages |
Year Ended December 31, | |||||||||||||||||||
2011 | 2010 | D | 2009 | D | ||||||||||||||||
Gross margin |
$ | 495,894 | $ | 416,798 | 19% | $ | 380,890 | 9% | ||||||||||||
Gross margin per Mcf (1) |
0.55 | 0.51 | 8% | 0.46 | 11% | |||||||||||||||
Gross margin per Mcf attributable to |
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Western Gas Partners, LP (2) |
0.58 | 0.54 | 7% | 0.48 | 13% | |||||||||||||||
Adjusted EBITDA attributable to |
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Western Gas Partners, LP (3) |
324,323 | 265,024 | 22% | 223,766 | 18% | |||||||||||||||
Distributable cash flow (3) |
$ | 281,975 | $ | 237,769 | 19% | $ | 203,376 | 17% |
(1) | Average for period. Calculated as gross margin (total revenues less cost of product) divided by total natural gas throughput, including 100% of gross margin and volumes attributable to Chipeta, our 14.81% interest in income and volumes attributable to Fort Union and our 22% interest in income and volumes attributable to Rendezvous. |
(2) | Average for period. Calculated as gross margin, excluding the noncontrolling interest owners proportionate share of revenues and cost of product, divided by total throughput attributable to Western Gas Partners, LP. Calculation includes income attributable to our investments in Fort Union, White Cliffs and Rendezvous in addition to volumes attributable to our investments in Fort Union and Rendezvous. |
(3) | For a reconciliation of Adjusted EBITDA and Distributable cash flow to their most directly comparable financial measures calculated and presented in accordance with GAAP, please read the descriptions above under the captions How We Evaluate Our Operations within this Item 7. |
15
Gross margin and Gross margin per Mcf. Gross margin increased by $79.1 million for the year ended December 31, 2011, primarily due to the acquisition of the Platte Valley system; the startup of the Bison assets in June 2010; higher margins at the Wattenberg and Chipeta systems, due to an increase in volumes (including the impact of commodity price swap agreements at the Wattenberg system); higher margins at our Red Desert complex due to increased NGL prices during 2011 combined with decreased cost of product as a result of lower volumes processed; and the increase in our interest in White Cliffs from 0.4% to 10% in September 2010. These increases were partially offset by lower gross margin at the MIGC system due to the expiration of certain firm transportation contracts in January 2011 and lower gross margins at the Haley and Hugoton systems due to naturally declining production volumes. For the year ended December 31, 2011, gross margin per Mcf increased by 8% and gross margin per Mcf attributable to Western Gas Partners, LP increased by 7%, primarily due to higher margins combined with lower volumes at our Red Desert complex as noted above; the acquisition of the Platte Valley system in 2011; and changes in the throughput mix of the portfolio.
Gross margin increased by $35.9 million for the year ended December 31, 2010, primarily due to higher fee revenue at the Granger and Wattenberg systems resulting from the change in affiliate contract terms, as well as higher throughput volumes at those systems; the startup of Bison in June 2010; and higher margins at our Red Desert complex due to higher NGL prices and a slight increase in volumes sold. This increase is offset by lower throughput at the Pinnacle, Haley and Dew systems. For the year ended December 31, 2010, gross margin per Mcf increased by 11% and gross margin per Mcf attributable to Western Gas Partners, LP increased by 13%, primarily due to the changes in contract terms mentioned above and changes in the throughput mix within our portfolio.
Adjusted EBITDA. Adjusted EBITDA increased by $59.3 million for the year ended December 31, 2011, primarily due to a $156.4 million increase in total revenues excluding equity income, partially offset by an $80.9 million increase in cost of product, a $15.2 million increase in operation and maintenance expenses and a $0.6 million increase in general and administrative expenses, excluding non-cash equity-based compensation and expenses in excess of the 2010 omnibus cap.
Adjusted EBITDA increased by $41.3 million for the year ended December 31, 2010, primarily due to a $43.8 million increase in total revenues excluding equity income, a $4.0 million decrease in general and administrative expenses excluding non-cash equity-based compensation and expenses in excess of the omnibus cap, and a $2.7 million decrease in operation and maintenance expenses, partially offset by a $7.6 million increase in cost of product.
Distributable cash flow. Distributable cash flow increased by $44.2 million for the year ended December 31, 2011, primarily due to the $59.3 million increase in Adjusted EBITDA and a $0.3 million decrease in cash paid for income taxes, partially offset by a $12.0 million increase in net cash paid for interest expense and a $3.4 million increase in cash paid for maintenance capital expenditures.
Distributable cash flow increased by $34.4 million for the year ended December 31, 2010, primarily due to the $41.3 million increase in Adjusted EBITDA and a $2.5 million decrease in cash paid for maintenance capital expenditures, partially offset by an $8.8 million increase in net cash paid for interest expense and a $0.5 million increase in cash paid for income taxes.
16
Reconciliation to GAAP measures. Adjusted EBITDA and Distributable cash flow are not defined in GAAP. The GAAP measures most directly comparable to Adjusted EBITDA are net income attributable to Western Gas Partners, LP and net cash provided by operating activities, while the GAAP measure most directly comparable to Distributable cash flow is net income attributable to Western Gas Partners, LP. Our non-GAAP financial measures of Adjusted EBITDA and Distributable cash flow should not be considered as alternatives to the GAAP measures of net income attributable to Western Gas Partners, LP or net cash provided by operating activities. Adjusted EBITDA has important limitations as an analytical tool because it excludes some, but not all, items that affect net income and net cash provided by operating activities. You should not consider Adjusted EBITDA or Distributable cash flow in isolation or as a substitute for analysis of our results as reported under GAAP. Our definitions of Adjusted EBITDA and Distributable cash flow may not be comparable to similarly titled measures of other companies in our industry, thereby diminishing their utility. Furthermore, while Distributable cash flow is a measure we use to assess our performance and our ability to make distributions to our unitholders, it should not be viewed as indicative of the actual amount of cash that we have available for distributions or that we plan to distribute for a given period.
Management compensates for the limitations of Adjusted EBITDA and Distributable cash flow as analytical tools by reviewing the comparable GAAP measures, understanding the differences between Adjusted EBITDA and Distributable cash flow compared to (as applicable) net income and net cash provided by operating activities, and incorporating this knowledge into its decision-making processes. We believe that investors benefit from having access to the same financial measures that our management uses in evaluating our operating results.
LIQUIDITY AND CAPITAL RESOURCES
Our primary cash requirements are for acquisitions and other capital expenditures, debt service, customary operating expenses, quarterly distributions to our limited partners and general partner, and distributions to our noncontrolling interest owners. Our sources of liquidity as of December 31, 2011, include cash flows generated from operations, including interest income on our $260.0 million note receivable from Anadarko, available borrowing capacity under our RCF, and issuances of additional common and general partner units or debt securities. We believe that cash flows generated from the sources above will be sufficient to satisfy our short-term working capital requirements and long-term maintenance capital expenditure requirements. The amount of future distributions to unitholders will depend on results of operations, financial conditions, capital requirements and other factors, and will be determined by the board of directors of our general partner on a quarterly basis. Due to our cash distribution policy, we expect to rely on external financing sources, including debt and common unit issuances, to fund expansion capital expenditures and future acquisitions. However, to limit interest expense, we may use operating cash flows to fund expansion capital expenditures or acquisitions, which could result in subsequent borrowings under our RCF to pay distributions or fund other short-term working capital requirements.
Our partnership agreement requires that we distribute all of our available cash (as defined in the partnership agreement) to unitholders of record on the applicable record date within 45 days of the end of each quarter. We have made cash distributions to our unitholders and have increased our quarterly distribution each quarter since the second quarter of 2009. On January 18, 2012, the board of directors of our general partner declared a cash distribution to our unitholders of $0.44 per unit, or $43.0 million in aggregate, including incentive distributions. The cash distribution is payable on February 13, 2012, to unitholders of record at the close of business on February 1, 2012.
Management continuously monitors our leverage position and coordinates its capital expenditure program, quarterly distributions and acquisition strategy with its expected cash flows and projected debt-repayment schedule. We will continue to evaluate funding alternatives, including additional borrowings and the issuance of debt or equity securities, to secure funds as needed or to refinance outstanding debt balances with longer-term notes. To facilitate a potential debt or equity securities issuance, we have the ability to sell securities under our shelf registration statement. Our ability to generate cash flows is subject to a number of factors, some of which are beyond our control. Please read Item 1ARisk Factors in our 2011 Form 10-K.
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Working capital. As of December 31, 2011, we had $179.9 million of working capital, which we define as the amount by which current assets exceed current liabilities. Working capital is an indication of our liquidity and potential need for short-term funding. Our working-capital requirements are driven by changes in accounts receivable and accounts payable and factors such as credit extended to, and the timing of collections from, our customers and the level and timing of our spending for maintenance and expansion activity.
Capital expenditures. Our business is capital intensive, requiring significant investment to maintain and improve existing facilities. We categorize capital expenditures as either of the following:
| maintenance capital expenditures, which include those expenditures required to maintain the existing operating capacity and service capability of our assets, such as to replace system components and equipment that have been subject to significant use over time, become obsolete or reached the end of their useful lives, to remain in compliance with regulatory or legal requirements or to complete additional well connections to maintain existing system throughput and related cash flows; or |
| expansion capital expenditures, which include those expenditures incurred in order to extend the useful lives of our assets, reduce costs, increase revenues or increase system throughput or capacity from current levels, including well connections that increase existing system throughput. |
Capital expenditures in the consolidated statements of cash flows reflect capital expenditures on a cash basis, when payments are made. Capital incurred is presented on an accrual basis. Capital expenditures as presented in the consolidated statements of cash flows and capital incurred were as follows:
Year Ended December 31, | ||||||||||||
thousands | 2011 | 2010 | 2009 | |||||||||
Acquisitions |
$ | 330,794 | $ | 752,827 | $ | 101,451 | ||||||
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Expansion capital expenditures |
$ | 114,557 | $ | 113,100 | $ | 93,768 | ||||||
Maintenance capital expenditures |
28,389 | 24,900 | 27,527 | |||||||||
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Total capital expenditures (1) |
$ | 142,946 | $ | 138,000 | $ | 121,295 | ||||||
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Capital incurred (2) |
$ | 148,348 | $ | 143,223 | $ | 109,168 | ||||||
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(1) | Capital expenditures for the years ended December 31, 2011, 2010 and 2009, includes $2.7 million, $101.2 million and $82.8 million, respectively, of pre-acquisition capital expenditures for the MGR, Bison, Wattenberg and Granger assets and includes the noncontrolling interest owners share of Chipetas capital expenditures, funded by contributions from the noncontrolling interest owners. |
(2) | Capital incurred for the years ended December 31, 2011, 2010 and 2009, includes $0.9 million, $105.0 million and $76.0 million, respectively, of pre-acquisition capital incurred for the MGR, Bison, Wattenberg and Granger assets and includes the noncontrolling interest owners share of Chipetas capital incurred, funded by contributions from the noncontrolling interest owners. |
Acquisitions include the MGR, Bison, Platte Valley, White Cliffs, Wattenberg, Granger and Chipeta acquisitions as outlined in Note 2. Acquisitions in the Notes to Consolidated Financial Statements under Item 8 of Exhibit 99.3 to this Current Report on Form 8-K.
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Capital expenditures, excluding acquisitions, increased by $4.9 million for the year ended December 31, 2011. Expansion capital expenditures increased by $1.5 million for the year ended December 31, 2011, primarily due to an increase of $39.5 million in expenditures primarily at our Chipeta, Bison, Highlight and Wattenberg systems, partially offset by the purchase of previously leased compressors at the Wattenberg system during the year ended December 31, 2010, for $37.5 million. Maintenance capital expenditures increased by $3.5 million, primarily as a result of maintenance projects at the Wattenberg system and higher well connects at the Hilight system, partially offset by fewer well connections at the Haley and Hugoton systems in 2011 and improvements at the Granger system completed during 2010.
Capital expenditures increased by $16.7 million for the year ended December 31, 2010. Excluding cash paid for acquisitions, expansion capital expenditures for the year ended December 31, 2010, increased by $19.3 million, primarily due to Anadarko commencing the construction of the Bison assets in 2009 and placing them in service in June 2010, in addition to the purchase of previously leased compressors at the Granger and Wattenberg systems during 2010 prior to the Granger and Wattenberg acquisitions, offset by the indefinite postponement of an expansion project at the Red Desert complex, completion of the cryogenic unit at the Chipeta plant and a compressor overhaul at the Hugoton system during 2009. In addition, maintenance capital expenditures decreased by $2.6 million, primarily as a result of fewer well connections.
We estimate our total capital expenditures for the year ending December 31, 2012, including our 51% share of Chipetas capital expenditures and excluding acquisitions, to be $410 million to $460 million and our maintenance capital expenditures to be approximately 6% to 10% of total capital expenditures. Expected 2012 capital projects include our 51% share of the costs associated with the completion of a second cryogenic train at the Chipeta plant and the construction of new cryogenic processing plants in Colorado and Texas. Our future expansion capital expenditures may vary significantly from period to period based on the investment opportunities available to us, which are dependent, in part, on the drilling activities of Anadarko and third-party producers. We expect to fund future capital expenditures from cash flows generated from our operations, interest income from our note receivable from Anadarko, borrowings under our RCF, the issuance of additional partnership units or debt offerings.
Historical cash flow. The following table presents a summary of our net cash flows from operating activities, investing activities and financing activities.
Year Ended December 31, | ||||||||||||
thousands | 2011 | 2010 | 2009 | |||||||||
Net cash provided by (used in): |
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Operating activities |
$ | 327,171 | $ | 263,749 | $ | 212,765 | ||||||
Investing activities |
(472,951 | ) | (885,507 | ) | (223,128 | ) | ||||||
Financing activities |
345,265 | 578,848 | 44,273 | |||||||||
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Net increase (decrease) in cash and cash equivalents |
$ | 199,485 | $ | (42,910 | ) | $ | 33,910 | |||||
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Operating Activities. Net cash provided by operating activities increased by $63.4 million for the year ended December 31, 2011, primarily due to the following items:
| a $156.4 million increase in revenues, excluding equity income; and |
| a $19.7 million increase due to changes in accounts payable balances and other items. |
The impact of the above items was offset by the following:
| an $80.9 million increase in cost of product expense; |
| a $15.2 million increase in operation and maintenance expenses; |
| an $11.6 million increase in interest expense; |
| a $4.3 million increase in current income tax expense; |
| a $2.3 million increase in property and other tax expense; and |
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| a $1.3 million decrease due to changes in accounts receivable balances. |
Net cash provided by operating activities increased by $51.0 million for the year ended December 31, 2010, primarily due to the following items:
| a $43.8 million increase in revenues, excluding equity income; |
| a $12.7 million increase due to changes in accounts payable balances and other items; |
| a $10.0 million decrease in current income tax expense; and |
| a $2.7 million decrease in operation and maintenance expenses. |
The impact of the above items was offset by the following:
| an $8.8 million increase in interest expense; |
| a $7.6 million increase in cost of product expense; and |
| a $2.2 million decrease due to changes in accounts receivable balances. |
Investing Activities. Net cash used in investing activities for the year ended December 31, 2011, included the following:
| $302.0 million of cash paid for the Platte Valley acquisition; |
| $142.9 million of capital expenditures; |
| $25.0 million of cash paid for the Bison acquisition; and |
| $3.8 million for equipment purchases from Anadarko. |
Net cash used in investing activities for the year ended December 31, 2010, included the following:
| $473.1 million paid for the Wattenberg acquisition; |
| $241.7 million of cash paid for the Granger acquisition; |
| $138.0 million of capital expenditures; and |
| $38.0 million paid for the White Cliffs acquisition. |
Offsetting these amounts were $5.6 million of proceeds from the sale of idle compressors to Anadarko and the sale of an idle refrigeration unit at the Granger system to a third party.
Net cash used in investing activities for the year ended December 31, 2009, included the following:
| $121.3 million of capital expenditures; and |
| $101.5 million paid for the Chipeta acquisition in July 2009. |
See the sub-caption Capital expenditures above within this Liquidity and Capital Resources discussion.
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Financing Activities. Net cash provided by financing activities for the year ended December 31, 2011, included the following:
| $493.9 million of net proceeds from our Notes offering in May 2011; |
| $303.0 million of borrowings to fund the Platte Valley acquisition; |
| $250.0 million repayment of the Wattenberg term loan (described below) using borrowings from our RCF; |
| $202.8 million of net proceeds from our September 2011 equity offering; and |
| $132.6 million of net proceeds from our March 2011 equity offering. |
Proceeds from both our March 2011 equity offering and Notes offering in May 2011 were used in the $619.0 million repayment of amounts outstanding under our RCF.
Net distributions to Parent attributable to pre-acquisition intercompany balances were $53.0 million during 2011, representing the net non-cash settlement of intercompany transactions attributable to the Bison and MGR assets.
Net cash provided by financing activities for the year ended December 31, 2010, included the following:
| $450.0 million of borrowings to partially fund the Wattenberg acquisition; |
| $210.0 million to partially fund the Granger acquisition; |
| $246.7 million of net proceeds from the November 2010 equity offering; and |
| $99.1 million of net proceeds from the May 2010 equity offering. |
Proceeds from both our May 2010 and November 2010 equity offerings were used in the $361.0 million repayment of amounts outstanding under our RCF.
Net contributions from Parent attributable to pre-acquisition intercompany balances were $39.4 million during 2010, representing the net non-cash settlement of intercompany transactions attributable to the Granger, Wattenberg, Bison and MGR assets.
Net cash provided by financing activities for the year ended December 31, 2009, included the following:
| $122.5 million of proceeds from the December 2009 equity offering; |
| $101.5 million issuance of the three-year term loan to Anadarko in connection with the Chipeta acquisition, partially offset by its repayment in October 2009; and |
| $4.3 million of costs paid in connection with the RCF we entered into in October 2009. |
Proceeds from our December 2009 equity offering were used in the $101.5 million repayment of amounts outstanding under our RCF.
Net distributions to Parent attributable to pre-acquisition intercompany balances were $36.2 million during 2009, representing the net non-cash settlement of intercompany transactions attributable to the Chipeta, Granger, Wattenberg, Bison and MGR assets.
For the years ended December 31, 2011, 2010 and 2009 we paid $140.1 million, $94.2 million and $70.1 million, respectively, of cash distributions to our unitholders. Contributions from noncontrolling interest owners to Chipeta totaled $33.6 million, $2.1 million and $40.3 million during the years ended December 31, 2011, 2010 and 2009, respectively, primarily for expansion of the cryogenic units and plant construction. Distributions from Chipeta to noncontrolling interest owners totaled $17.5 million, $13.2 million and $8.0 million, for the years ended December 31, 2011, 2010 and 2009, respectively, representing the distributions for the four preceding quarterly periods ended September 30th of the respective year.
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Debt and credit facilities. As of December 31, 2011, our outstanding debt consisted of $494.2 million of the Notes and the $175.0 million note payable to Anadarko. See Note 10. Debt and Interest Expense in the Notes to Consolidated Financial Statements under Item 8 of Exhibit 99.3 to this Current Report on Form 8-K.
5.375% Senior Notes due 2021. In May 2011, we completed the offering of $500.0 million aggregate principal amount of the Notes at a price to the public of 98.778% of the face amount of the Notes. Including the effects of the issuance and underwriting discounts, the effective interest rate is 5.648%. Interest on the Notes is paid semi-annually on June 1 and December 1 of each year, with payments commencing on December 1, 2011. Proceeds from the offering of the Notes (net of the underwriting discount of $3.3 million and debt issuance costs) were used to repay the then-outstanding balance on the RCF, with the remainder used for general partnership purposes.
The Notes mature on June 1, 2021, unless redeemed at a redemption price that includes a make-whole premium. We may redeem the Notes, in whole or in part, at any time before March 1, 2021, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on such Notes (exclusive of interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the indenture governing the Notes) plus 40 basis points, plus, in either case, accrued and unpaid interest, if any, on the principal amount being redeemed to such redemption date. On or after March 1, 2021, the Notes will be redeemable and repayable, at any time in whole, or from time to time in part, at a price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued interest on the Notes to be redeemed to the date of redemption.
The Notes are fully and unconditionally guaranteed on a senior unsecured basis by each of our wholly owned subsidiaries (the Subsidiary Guarantors). The Subsidiary Guarantors guarantees will be released if the Subsidiary Guarantors are released from their obligations under our RCF.
The Notes indenture contains customary events of default including, among others, (i) default in any payment of interest on any debt securities when due that continues for 30 days; (ii) default in payment, when due, of principal of or premium, if any, on the Notes at maturity; and (iii) certain events of bankruptcy or insolvency with respect to the Partnership. The indenture governing the Notes also contains covenants that limit, among other things, our ability, as well as that of the Subsidiary Guarantors to (i) create liens on our principal properties; (ii) engage in sale and leaseback transactions; and (iii) merge or consolidate with another entity or sell, lease or transfer substantially all of our properties or assets to another entity. At December 31, 2011, we were in compliance with all covenants under the Notes.
Note payable to Anadarko. In December 2008, we entered into a five-year $175.0 million term loan agreement with Anadarko. The interest rate was fixed at 4.00% until November 2010. The term loan agreement was amended in December 2010 to fix the interest rate at 2.82% through maturity in 2013. We have the option, at any time, to repay the outstanding principal amount in whole or in part.
The provisions of the five-year term loan agreement contain customary events of default, including (i) non-payment of principal when due or non-payment of interest or other amounts within three business days of when due, (ii) certain events of bankruptcy or insolvency with respect to the Partnership and (iii) a change of control. At December 31, 2011, we were in compliance with all covenants under this agreement.
Revolving credit facility. In March 2011, we entered into an amended and restated $800.0 million senior unsecured RCF and borrowed $250.0 million under the RCF to repay the Wattenberg term loan (described below). The RCF amended and restated our $450.0 million credit facility, which was originally entered into in October 2009. The RCF matures in March 2016 and bears interest at London Interbank Offered Rate (LIBOR) plus applicable margins currently ranging from 1.30% to 1.90%, or an alternate base rate equal to the greatest of (a) the Prime Rate, (b) the Federal Funds Effective Rate plus 0.5%, or (c) LIBOR plus 1%, plus applicable margins currently ranging from 0.30% to 0.90%. We are also required to pay a quarterly facility fee currently ranging from 0.20% to 0.35% of the commitment amount (whether used or unused), based upon our senior unsecured debt rating.
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The RCF contains covenants that limit, among other things, our, and certain of our subsidiaries, ability to incur additional indebtedness, grant certain liens, merge, consolidate or allow any material change in the character of our business, sell all or substantially all of our assets, make certain transfers, enter into certain affiliate transactions, make distributions or other payments other than distributions of available cash under certain conditions and use proceeds other than for partnership purposes. The RCF also contains various customary covenants, customary events of default and certain financial tests as of the end of each quarter, including a maximum consolidated leverage ratio (which is defined as the ratio of consolidated indebtedness as of the last day of a fiscal quarter to Consolidated Earnings Before Interest, Taxes, Depreciation and Amortization (Consolidated EBITDA) for the most recent four consecutive fiscal quarters ending on such day) of 5.0 to 1.0, or a consolidated leverage ratio of 5.5 to 1.0 with respect to quarters ending in the 270-day period immediately following certain acquisitions, and a minimum consolidated interest coverage ratio (which is defined as the ratio of Consolidated EBITDA for the most recent four consecutive fiscal quarters to consolidated interest expense for such period) of 2.0 to 1.0.
All amounts due under the RCF are unconditionally guaranteed by our wholly owned subsidiaries. We will no longer be required to comply with the minimum consolidated interest coverage ratio, as well as the subsidiary guarantees and certain of the aforementioned covenants, if we obtain two of the following three ratings: BBB- or better by Standard & Poors, Baa3 or better by Moodys Investors Service, or BBB- or better by Fitch Ratings. As of December 31, 2011, no amounts were outstanding under the RCF, and $800.0 million was available for borrowing. See Note 2. Acquisitions in the Notes to Consolidated Financial Statements under Item 8 of Exhibit 99.3 to this Current Report on Form 8-K for borrowing activity under our RCF in January 2012, related to the MGR acquisition. At December 31, 2011, we were in compliance with all covenants under the RCF.
Wattenberg term loan. In connection with the Wattenberg acquisition, in August 2010 we borrowed $250.0 million under a three-year term loan from a group of banks (Wattenberg term loan). The Wattenberg term loan incurred interest at LIBOR plus a margin ranging from 2.50% to 3.50% depending on our consolidated leverage ratio as defined in the Wattenberg term loan agreement. We repaid the Wattenberg term loan in March 2011 using borrowings from our RCF and recognized $1.3 million of accelerated amortization expense related to its early repayment.
Registered securities. We may issue an indeterminate amount of common units and various debt securities under our effective shelf registration statement on file with the U.S. Securities and Exchange Commission.
Credit risk. We bear credit risk represented by our exposure to non-payment or non-performance by our counterparties, including Anadarko, financial institutions, customers and other parties. Generally, non-payment or non-performance results from a customers inability to satisfy payables to us for services rendered or volumes owed pursuant to gas imbalance agreements. We examine and monitor the creditworthiness of third-party customers and may establish credit limits for third-party customers.
We are dependent upon a single producer, Anadarko, for the substantial majority of our natural gas volumes and we do not maintain a credit limit with respect to Anadarko. Consequently, we are subject to the risk of non-payment or late payment by Anadarko for gathering, processing and transportation fees and for proceeds from the sale of residue gas, NGLs and condensate to Anadarko.
We expect our exposure to concentrated risk of non-payment or non-performance to continue for as long as we remain substantially dependent on Anadarko for our revenues. Additionally, we are exposed to credit risk on the note receivable from Anadarko, which was issued concurrently with the closing of our initial public offering. We are also party to agreements with Anadarko under which Anadarko is required to indemnify us for certain environmental claims, losses arising from rights-of-way claims, failures to obtain required consents or governmental permits and income taxes with respect to the assets acquired from Anadarko. Finally, we have entered into various commodity price swap agreements with Anadarko in order to reduce our exposure to commodity price risk and are subject to performance risk thereunder.
Our ability to make distributions to our unitholders may be adversely impacted if Anadarko becomes unable to perform under the terms of our gathering, processing and transportation agreements, natural gas and NGL purchase agreements, its note payable to us, the omnibus agreement, the services and secondment agreement, contribution agreements or the commodity price swap agreements.
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CONTRACTUAL OBLIGATIONS
The following is a summary of our contractual cash obligations as of December 31, 2011, including the contractual obligations of MGR. See Note 2. Acquisitions in the Notes to Consolidated Financial Statements under Item 8 of Exhibit 99.3 to this Current Report on Form 8-K. The table below excludes amounts classified as current liabilities on the consolidated balance sheets, other than the current portions of the categories listed within the table. It is expected that the majority of the excluded current liabilities will be paid in cash in 2012.
Obligations by Period | ||||||||||||||||||||||||||||
thousands | 2012 | 2013 | 2014 | 2015 | 2016 | Thereafter | Total | |||||||||||||||||||||
Long-term debt |
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Principal |
$ | | $ | 175,000 | $ | | $ | | $ | | $ | 500,000 | $ | 675,000 | ||||||||||||||
Interest |
31,810 | 32,043 | 26,875 | 26,875 | 26,875 | 119,967 | 264,445 | |||||||||||||||||||||
Asset retirement obligations |
875 | | | 1,694 | 470 | 61,106 | 64,145 | |||||||||||||||||||||
Capital expenditures |
30,203 | | | | | | 30,203 | |||||||||||||||||||||
Credit facility fees |
2,005 | 2,000 | 2,000 | 2,000 | 460 | | 8,465 | |||||||||||||||||||||
Environmental obligations |
1,679 | 481 | 481 | 160 | 160 | 349 | 3,310 | |||||||||||||||||||||
Operating leases |
261 | 228 | 168 | 168 | 168 | 103 | 1,096 | |||||||||||||||||||||
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Total |
$ | 66,833 | $ | 209,752 | $ | 29,524 | $ | 30,897 | $ | 28,133 | $ | 681,525 | $ | 1,046,664 | ||||||||||||||
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Debt and credit facility fees. For additional information on notes payable and credit facility fees required under our RCF, see Note 10. Debt and Interest Expense in the Notes to Consolidated Financial Statements under Item 8 of Exhibit 99.3 to this Current Report on Form 8-K.
Asset retirement obligations. When assets are acquired or constructed, the initial estimated asset retirement obligation is recognized in an amount equal to the net present value of the settlement obligation, with an associated increase in properties and equipment. Revisions to estimated asset retirement obligations can result from revisions to estimated inflation rates and discount rates, changes in retirement costs and the estimated timing of settlement. For additional information see Note 9. Asset Retirement Obligations in the Notes to Consolidated Financial Statements under Item 8 of Exhibit 99.3 to this Current Report on Form 8-K.
Capital expenditures. Included in this amount are capital obligations related to our expansion projects. We have other planned capital and investment projects that are discretionary in nature, with no substantial contractual obligations made in advance of the actual expenditures. See Note 11. Commitments and Contingencies in the Notes to Consolidated Financial Statements under Item 8 of Exhibit 99.3 to this Current Report on Form 8-K.
Environmental obligations. We are subject to various environmental-remediation obligations arising from federal, state and local regulations regarding air and water quality, hazardous and solid waste disposal and other environmental matters. We regularly monitor the remediation and reclamation process and the liabilities recorded and believe our environmental obligations are adequate to fund remedial actions to comply with present laws and regulations. For additional information on environmental obligations, see Note 11. Commitments and Contingencies in the Notes to Consolidated Financial Statements under Item 8 of Exhibit 99.3 to this Current Report on Form 8-K.
Operating leases. Anadarko, on our behalf, has entered into lease agreements for corporate offices, shared field offices and a warehouse supporting our operations, for which it charges us rent. The amounts above represent existing contractual operating lease obligations that may be assigned or otherwise charged to us pursuant to the reimbursement provisions of the omnibus agreement. See Note 11. Commitments and Contingencies in the Notes to Consolidated Financial Statements under Item 8 of Exhibit 99.3 to this Current Report on Form 8-K.
For additional information on contracts, obligations and arrangements we enter into from time to time, see Note 5. Transactions with Affiliates and Note 11. Commitments and Contingencies in the Notes to Consolidated Financial Statements under Item 8 of Exhibit 99.3 to this Current Report on Form 8-K.
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CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of consolidated financial statements in accordance with GAAP requires our management to make informed judgments and estimates that affect the amounts of assets and liabilities as of the date of the financial statements and affect the amounts of revenues and expenses recognized during the periods reported. On an ongoing basis, management reviews its estimates, including those related to the determination of properties and equipment, goodwill, asset retirement obligations, litigation, environmental liabilities, income taxes and fair values. Although these estimates are based on managements best available knowledge of current and expected future events, changes in facts and circumstances or discovery of new information may result in revised estimates and actual results may differ from these estimates. Management considers the following to be its most critical accounting estimates that involve judgment and discusses the selection and development of these estimates with the audit committee of our general partner. For additional information concerning our accounting policies, see Note 1. Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements under Item 8 of Exhibit 99.3 to this Current Report on Form 8-K.
Depreciation. Depreciation expense is generally computed using the straight-line method over the estimated useful life of the assets. Determination of depreciation expense requires judgment regarding the estimated useful lives and salvage values of property, plant and equipment. As circumstances warrant, depreciation estimates are reviewed to determine if any changes in the underlying assumptions are necessary. The weighted average life of our long-lived assets is approximately 25 years. If the depreciable lives of our assets were reduced by 10%, we estimate that annual depreciation expense would increase by approximately $11.2 million, which would result in a corresponding reduction in our operating income.
Impairments of tangible assets. Property, plant and equipment are generally stated at the lower of historical cost less accumulated depreciation or fair value, if impaired. Because acquisitions of assets from Anadarko are transfers of net assets between entities under common control, the Partnership assets acquired by us from Anadarko are initially recorded at Anadarkos historic carrying value. Assets acquired in a business combination or non-monetary exchange with a third party are initially recorded at fair value. Property, plant and equipment balances are evaluated for potential impairment when events or changes in circumstances indicate that their carrying amounts may not be recoverable from expected undiscounted cash flows from the use and eventual disposition of an asset. If the carrying amount of the asset is not expected to be recoverable from future undiscounted cash flows, an impairment may be recognized. Any impairment is measured as the excess of the carrying amount of the asset over its estimated fair value.
In assessing long-lived assets for impairments, management evaluates changes in our business and economic conditions and their implications for recoverability of the assets carrying amounts. Since a significant portion of our revenues arises from gathering, processing and transporting the natural gas production from Anadarko-operated properties, significant downward revisions in reserve estimates or changes in future development plans by Anadarko, to the extent they affect our operations, may necessitate assessment of the carrying amount of our affected assets for recoverability. Such assessment requires application of judgment regarding the use and ultimate disposition of the asset, long-range revenue and expense estimates, global and regional economic conditions, including commodity prices and drilling activity by our customers, as well as other factors affecting estimated future net cash flows. The measure of impairments to be recognized, if any, depends upon managements estimate of the assets fair value, which may be determined based on the estimates of future net cash flows or values at which similar assets were transferred in the market in recent transactions, if such data is available.
25
Impairments of goodwill. Goodwill represents the allocated portion of Anadarkos midstream goodwill attributed to the assets the Partnership has acquired from Anadarko. The carrying value of Anadarkos midstream goodwill represents the excess of the purchase price of an entity over the estimated fair value of the identifiable assets acquired and liabilities assumed by Anadarko. Accordingly, our goodwill balance does not reflect, and in some cases is significantly higher than, the difference between the consideration paid by us for acquisitions from Anadarko compared to the fair value of the net assets on the acquisition date. We evaluate whether goodwill has been impaired annually, as of October 1, or more often as facts and circumstances warrant. Management has determined that we have one operating segment and two reporting units: (i) gathering and processing and (2) transportation. The carrying value of goodwill as of December 31, 2011, was $77.3 million for the gathering and processing reporting unit and $4.8 million for the transportation reporting unit. Accounting standards require that goodwill be assessed for impairment at the reporting unit level. Goodwill impairment assessment is a two-step process. Step one focuses on identifying a potential impairment by comparing the fair value of the reporting unit with 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 carrying amount of the reporting unit exceeds its fair value, goodwill is written down to the implied fair value of the goodwill through a charge to operating expense based on a hypothetical purchase price allocation.
Because quoted market prices for our reporting units are not available, management must apply judgment in determining the estimated fair value of reporting units for purposes of performing the goodwill impairment test. Management uses information available to make these fair value estimates, including market multiples of earnings before interest, taxes, depreciation, and amortization (EBITDA). Specifically, management estimates fair value by applying an estimated multiple to projected 2012 EBITDA. Management considered observable transactions in the market, as well as trading multiples for peers, to determine an appropriate multiple to apply against our projected EBITDA. A lower fair value estimate in the future for any of our reporting units could result in a goodwill impairment. Factors that could trigger a lower fair-value estimate include sustained price declines, throughput declines, cost increases, regulatory or political environment changes, and other changes in market conditions such as decreased prices in market-based transactions for similar assets. Based on our most recent goodwill impairment test, we concluded that the fair value of each reporting unit substantially exceeded the carrying value of the reporting unit. Therefore, no goodwill impairment was indicated and no goodwill impairment has been recognized in these consolidated financial statements.
Impairments of intangible assets. Our intangible asset balance at December 31, 2011, represents the fair value, net of amortization, of the contracts assumed by the Partnership in connection with the Platte Valley acquisition in February 2011. These long-term contracts, which dedicate certain customers field production to the acquired gathering and processing system, provide an extended commercial relationship with the existing customers whereby we will have the opportunity to gather and process future production from the customers acreage. Customer relationships are amortized on a straight-line basis over 50 years, which is the estimated productive life of the reserves covered by the underlying acreage ultimately expected to be produced and gathered or processed through the Partnerships assets subject to current contractual arrangements.
Management assesses intangible assets for impairment, together with the related underlying long-lived assets, whenever events or changes in circumstances indicate that the carrying amount of the respective asset may not be recoverable. Impairments exist when an assets carrying amount exceeds estimates of the undiscounted cash flows expected to result from the use and eventual disposition of the tested asset. When alternative courses of action to recover the carrying amount 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 tested 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 operating expense. No intangible asset impairment has been recognized in connection with these assets.
26
Fair value. Management estimates fair value in performing impairment tests for long-lived assets and goodwill as well as for the initial measurement of asset retirement obligations and the initial recognition of environmental obligations assumed in third-party acquisitions. When management is required to measure fair value, and there is not a market-observable price for the asset or liability or a market-observable price for a similar asset or liability, management utilizes the cost, income, or market valuation approach depending on the quality of information available to support managements assumptions. The income approach utilizes managements best assumptions regarding expectations of projected cash flows, and discounts the expected cash flows using a commensurate risk adjusted discount rate. Such evaluations involve a significant amount of judgment, since the results are based on expected future events or conditions, such as sales prices, estimates of future throughput, capital and operating costs and the timing thereof, economic and regulatory climates and other factors. A multiple approach utilizes managements best assumptions regarding expectations of projected EBITDA and multiple of that EBITDA that a buyer would pay to acquire an asset. Managements estimates of future net cash flows and EBITDA are inherently imprecise because they reflect managements expectation of future conditions that are often outside of managements control. However, assumptions used reflect a market participants view of long-term prices, costs and other factors, and are consistent with assumptions used in our business plans and investment decisions.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements other than operating leases. The information pertaining to operating leases required for this item is provided under Note 11. Commitments and Contingencies included in the Notes to Consolidated Financial Statements under Item 8 of Exhibit 99.3 to this Current Report on Form 8-K.
RECENT ACCOUNTING DEVELOPMENTS
Recently issued accounting standard not yet adopted. In September 2011, the Financial Accounting Standards Board issued an Accounting Standards Update (ASU) that permits an initial assessment of qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount for goodwill impairment testing purposes. Thus, determining a reporting units fair value is not required unless, as a result of the qualitative assessment, it is more likely than not that the fair value of the reporting unit is less than its carrying amount. This ASU is effective prospectively beginning January 1, 2012. Adoption of this ASU will have no impact on our consolidated financial statements.
27
EXHIBIT 99.3
Item 8. Financial Statements and Supplementary Data
WESTERN GAS PARTNERS, LP
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm |
2 | |||
Consolidated Statements of Income for the years ended December 31, 2011, 2010 and 2009 |
3 | |||
Consolidated Balance Sheets as of December 31, 2011 and 2010 |
4 | |||
Consolidated Statements of Equity and Partners Capital for the years ended |
5 | |||
Consolidated Statements of Cash Flows for the years ended December 31, 2011, 2010 and 2009 |
6 | |||
Notes to Consolidated Financial Statements |
7 | |||
Supplemental Quarterly Information |
39 |
WESTERN GAS PARTNERS, LP
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Unitholders
Western Gas Holdings, LLC (as general partner of Western Gas Partners, LP):
We have audited the accompanying consolidated balance sheets of Western Gas Partners, LP (the Partnership) and subsidiaries as of December 31, 2011 and 2010, and the related consolidated statements of income, equity and partners capital, and cash flows for each of the years in the three-year period ended December 31, 2011. These consolidated financial statements are the responsibility of the Partnerships management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Western Gas Partners, LP and subsidiaries as of December 31, 2011 and 2010, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2011, in conformity with U.S. generally accepted accounting principles.
/s/ KPMG LLP
Houston, Texas
May 22, 2012
2
WESTERN GAS PARTNERS, LP
CONSOLIDATED STATEMENTS OF INCOME
Year Ended December 31, | ||||||||||||
thousands except per-unit amounts | 2011 (1) | 2010 (1) | 2009 (1) | |||||||||
Revenues affiliates |
||||||||||||
Gathering, processing and transportation of natural gas and natural gas liquids |
$ | 217,852 | $ | 192,286 | $ | 181,477 | ||||||
Natural gas, natural gas liquids and condensate sales |
417,547 | 369,903 | 330,855 | |||||||||
Equity income and other, net |
13,598 | 9,439 | 9,518 | |||||||||
|
|
|
|
|
|
|||||||
Total revenues affiliates |
648,997 | 571,628 | 521,850 | |||||||||
Revenues third parties |
||||||||||||
Gathering, processing and transportation of natural gas and natural gas liquids |
83,477 | 60,987 | 64,989 | |||||||||
Natural gas, natural gas liquids and condensate sales |
84,836 | 26,134 | 30,790 | |||||||||
Other, net |
5,955 | 4,525 | 2,135 | |||||||||
|
|
|
|
|
|
|||||||
Total revenues third parties |
174,268 | 91,646 | 97,914 | |||||||||
|
|
|
|
|
|
|||||||
Total revenues |
823,265 | 663,274 | 619,764 | |||||||||
|
|
|
|
|
|
|||||||
Operating expenses |
||||||||||||
Cost of product (2) |
327,371 | 246,476 | 238,874 | |||||||||
Operation and maintenance (2) |
119,104 | 103,887 | 106,590 | |||||||||
General and administrative (2) |
39,114 | 29,640 | 33,171 | |||||||||
Property and other taxes |
16,579 | 14,273 | 14,173 | |||||||||
Depreciation, amortization and impairments |
111,904 | 91,010 | 90,692 | |||||||||
|
|
|
|
|
|
|||||||
Total operating expenses |
614,072 | 485,286 | 483,500 | |||||||||
|
|
|
|
|
|
|||||||
Operating income |
209,193 | 177,988 | 136,264 | |||||||||
Interest income, net affiliates |
28,560 | 20,243 | 20,717 | |||||||||
Interest expense (3) |
(30,345 | ) | (18,794 | ) | (9,955 | ) | ||||||
Other income (expense), net |
(44 | ) | (538 | ) | 1,628 | |||||||
|
|
|
|
|
|
|||||||
Income before income taxes |
207,364 | 178,899 | 148,654 | |||||||||
Income tax expense |
19,018 | 21,702 | 22,159 | |||||||||
|
|
|
|
|
|
|||||||
Net income |
188,346 | 157,197 | 126,495 | |||||||||
Net income attributable to noncontrolling interests |
14,103 | 11,005 | 10,260 | |||||||||
|
|
|
|
|
|
|||||||
Net income attributable to Western Gas Partners, LP |
$ | 174,243 | $ | 146,192 | $ | 116,235 | ||||||
|
|
|
|
|
|
|||||||
Limited partners interest in net income: |
||||||||||||
Net income attributable to Western Gas Partners, LP |
$ | 174,243 | $ | 146,192 | $ | 116,235 | ||||||
Pre-acquisition net (income) loss allocated to Parent |
(34,084 | ) | (32,061 | ) | (44,827 | ) | ||||||
General partner interest in net (income) loss (4) |
(8,599 | ) | (3,067 | ) | (1,428 | ) | ||||||
|
|
|
|
|
|
|||||||
Limited partners interest in net income (4) |
$ | 131,560 | $ | 111,064 | $ | 69,980 | ||||||
Net income per common unit basic and diluted |
$ | 1.64 | $ | 1.66 | $ | 1.25 | ||||||
Net income per subordinated unit basic and diluted (5) |
$ | 1.28 | $ | 1.61 | $ | 1.24 |
(1) | Financial information for the year ended December 31, 2011, has been recast to include the financial position and results attributable to the MGR assets, and the financial information for the years ended December 31, 2010 and 2009, has been recast to include the financial position and results attributable to the Bison and MGR assets. See Note 2. |
(2) | Cost of product includes product purchases from Anadarko (as defined in Note 1) of $83.7 million, $95.7 million and $95.0 million for the years ended December 31, 2011, 2010 and 2009, respectively. Operation and maintenance includes charges from Anadarko of $51.3 million, $46.4 million and $41.4 million for the years ended December 31, 2011, 2010 and 2009, respectively. General and administrative includes charges from Anadarko of $31.9 million, $23.8 million and $27.4 million for the years ended December 31, 2011, 2010 and 2009, respectively. See Note 5. |
(3) | Includes affiliate (as defined in Note 1) interest expense of $4.9 million, $6.9 million and $9.1 million for years ended December 31, 2011, 2010 and 2009, respectively. See Note 10. |
(4) | Represents net income for periods including and subsequent to the acquisition of the Partnership assets (as defined in Note 1). See also Note 4. |
(5) | All subordinated units were converted to common units on a one-for-one basis on August 15, 2011. For purposes of calculating net income per common and subordinated unit, the conversion of the subordinated units is deemed to have occurred on July 1, 2011. See Note 4. |
See accompanying Notes to Consolidated Financial Statements.
3
WESTERN GAS PARTNERS, LP
CONSOLIDATED BALANCE SHEETS
December 31, | ||||||||
thousands except number of units | 2011 (1) | 2010 (1) | ||||||
ASSETS |
||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | 226,559 | $ | 27,074 | ||||
Accounts receivable, net (2) |
22,703 | 11,607 | ||||||
Other current assets (3) |
7,186 | 5,944 | ||||||
|
|
|
|
|||||
Total current assets |
256,448 | 44,625 | ||||||
Note receivable Anadarko |
260,000 | 260,000 | ||||||
Plant, property and equipment |
||||||||
Cost |
2,638,013 | 2,239,808 | ||||||
Less accumulated depreciation |
585,789 | 486,046 | ||||||
|
|
|
|
|||||
Net property, plant and equipment |
2,052,224 | 1,753,762 | ||||||
Goodwill and other intangible assets |
134,994 | 82,136 | ||||||
Equity investments |
109,817 | 114,462 | ||||||
Other assets |
24,143 | 8,109 | ||||||
|
|
|
|
|||||
Total assets |
$ | 2,837,626 | $ | 2,263,094 | ||||
|
|
|
|
|||||
LIABILITIES, EQUITY AND PARTNERS CAPITAL |
||||||||
Current liabilities |
||||||||
Accounts and natural gas imbalance payables (4) |
$ | 26,600 | $ | 17,058 | ||||
Accrued ad valorem taxes |
8,186 | 6,262 | ||||||
Income taxes payable |
495 | 160 | ||||||
Accrued liabilities (5) |
41,315 | 28,240 | ||||||
|
|
|
|
|||||
Total current liabilities |
76,596 | 51,720 | ||||||
Long-term debt third parties |
494,178 | 299,000 | ||||||
Note payable Anadarko |
175,000 | 175,000 | ||||||
Deferred income taxes |
107,377 | 126,846 | ||||||
Asset retirement obligations and other |
67,169 | 48,499 | ||||||
|
|
|
|
|||||
Total long-term liabilities |
843,724 | 649,345 | ||||||
|
|
|
|
|||||
Total liabilities |
920,320 | 701,065 | ||||||
Equity and partners capital |
||||||||
Common units (90,140,999 and 51,036,968 units issued and outstanding at |
1,495,253 | 810,717 | ||||||
Subordinated units (zero and 26,536,306 units issued and outstanding at |
| 282,384 | ||||||
General partner units (1,839,613 and 1,583,128 units issued and outstanding at |
31,729 | 21,505 | ||||||
Parent net investment |
269,600 | 356,961 | ||||||
|
|
|
|
|||||
Total partners capital |
1,796,582 | 1,471,567 | ||||||
Noncontrolling interests |
120,724 | 90,462 | ||||||
|
|
|
|
|||||
Total equity and partners capital |
1,917,306 | 1,562,029 | ||||||
|
|
|
|
|||||
Total liabilities, equity and partners capital |
$ | 2,837,626 | $ | 2,263,094 | ||||
|
|
|
|
(1) | Financial information as of December 31, 2011, has been recast to include the financial position and results attributable to the MGR assets, and the financial information as of December 31, 2010, has been recast to include the financial position and results attributable to the Bison and MGR assets. See Note 2. |
(2) | Accounts receivable, net includes amounts receivable from affiliates (as defined in Note 1) of zero and $1.8 million as of December 31, 2011 and 2010, respectively. |
(3) | Other current assets includes natural gas imbalance receivables from affiliates of $0.5 million and zero as of December 31, 2011 and 2010, respectively. |
(4) | Accounts and natural gas imbalance payables includes amounts payable to affiliates of $5.9 million and $1.5 million as of December 31, 2011 and 2010, respectively. |
(5) | Accrued liabilities include amounts payable to affiliates of $0.3 million and $0.6 million as of December 31, 2011 and 2010, respectively. |
(6) | All subordinated units were converted to common units on a one-for-one basis on August 15, 2011. See Note 4. |
See accompanying Notes to Consolidated Financial Statements.
4
WESTERN GAS PARTNERS, LP
CONSOLIDATED STATEMENTS OF EQUITY AND PARTNERS CAPITAL
Partners Capital | ||||||||||||||||||||||||
thousands | Parent Net Investment |
Common Units |
Subordinated Units |
General Partner Units |
Noncontrolling Interests |
Total | ||||||||||||||||||
Balance at December 31, 2008 (1) |
$ | 833,819 | $ | 368,050 | $ | 275,917 | $ | 10,988 | $ | 66,016 | $ | 1,554,790 | ||||||||||||
Net income |
44,827 | 37,035 | 32,945 | 1,428 | 10,260 | 126,495 | ||||||||||||||||||
Issuance of common and general partner units, net of offering expenses |
| 120,080 | | 2,459 | | 122,539 | ||||||||||||||||||
Contributions from noncontrolling interest owners |
20,544 | | | | 19,718 | 40,262 | ||||||||||||||||||
Distributions to noncontrolling interest owners |
(2,926 | ) | | | | (5,072 | ) | (7,998 | ) | |||||||||||||||
Distributions to unitholders |
| (36,025 | ) | (32,640 | ) | (1,401 | ) | | (70,066 | ) | ||||||||||||||
Acquisition from affiliates |
(112,744 | ) | 11,068 | | 225 | | (101,451 | ) | ||||||||||||||||
Net pre-acquisition contributions from (distributions to) Parent |
(36,505 | ) | | | | | (36,505 | ) | ||||||||||||||||
Non-cash equity-based compensation and other |
2,354 | (2,978 | ) | 349 | 27 | | (248 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at December 31, 2009 (1) |
$ | 749,369 | $ | 497,230 | $ | 276,571 | $ | 13,726 | $ | 90,922 | $ | 1,627,818 | ||||||||||||
Net income |
32,061 | 68,410 | 42,654 | 3,067 | 11,005 | 157,197 | ||||||||||||||||||
Issuance of common and general partner units, net of offering expenses |
| 338,483 | | 7,320 | | 345,803 | ||||||||||||||||||
Contributions from noncontrolling interest owners |
| | | | 2,053 | 2,053 | ||||||||||||||||||
Distributions to noncontrolling interest owners |
| | | | (13,222 | ) | (13,222 | ) | ||||||||||||||||
Distributions to unitholders |
| (55,108 | ) | (36,885 | ) | (2,201 | ) | | (94,194 | ) | ||||||||||||||
Acquisitions from affiliates |
(684,487 | ) | (49,662 | ) | | (631 | ) | | (734,780 | ) | ||||||||||||||
Net pre-acquisition contributions from (distributions to) Parent |
44,335 | | | | | 44,335 | ||||||||||||||||||
Contribution of other assets from Parent |
| 10,500 | | 215 | | 10,715 | ||||||||||||||||||
Elimination of net deferred tax liabilities |
214,464 | | | | | 214,464 | ||||||||||||||||||
Non-cash equity-based compensation and other |
1,219 | 864 | 44 | 9 | (296 | ) | 1,840 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at December 31, 2010 (1) |
$ | 356,961 | $ | 810,717 | $ | 282,384 | $ | 21,505 | $ | 90,462 | $ | 1,562,029 | ||||||||||||
Net income |
34,084 | 110,542 | 21,018 | 8,599 | 14,103 | 188,346 | ||||||||||||||||||
Conversion of subordinated units to common units (2) |
| 272,222 | (272,222 | ) | | | | |||||||||||||||||
Issuance of common and general partner units, net of offering expenses |
| 328,345 | | 6,972 | | 335,317 | ||||||||||||||||||
Contributions from noncontrolling interest owners |
| | | | 33,637 | 33,637 | ||||||||||||||||||
Distributions to noncontrolling interest owners |
| | | | (17,478 | ) | (17,478 | ) | ||||||||||||||||
Distributions to unitholders |
| (102,091 | ) | (31,180 | ) | (6,847 | ) | | (140,118 | ) | ||||||||||||||
Acquisition from affiliates |
(92,666 | ) | 66,313 | | 1,353 | | (25,000 | ) | ||||||||||||||||
Contributions of equity-based compensation from Parent |
| 9,472 | | 194 | | 9,666 | ||||||||||||||||||
Net pre-acquisition contributions from (distributions to) Parent |
(50,851 | ) | | | | | (50,851 | ) | ||||||||||||||||
Elimination of net deferred tax liabilities |
22,072 | | | | | 22,072 | ||||||||||||||||||
Non-cash equity-based compensation and other |
| (267 | ) | | (47 | ) | | (314 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at December 31, 2011 (1) |
$ | 269,600 | $ | 1,495,253 | $ | | $ | 31,729 | $ | 120,724 | $ | 1,917,306 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
(1) | Financial information as of December 31, 2011, has been recast to include the financial position and results attributable to the MGR assets, and the financial information as of December 31, 2010, 2009, and 2008, has been recast to include the financial position and results attributable to the Bison and MGR assets. See Note 2. |
(2) | All subordinated units were converted to common units on a one-for-one basis on August 15, 2011. See Note 4. |
See accompanying Notes to Consolidated Financial Statements.
5
WESTERN GAS PARTNERS, LP
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31, | ||||||||||||
thousands | 2011 (1) | 2010 (1) | 2009 (1) | |||||||||
Cash flows from operating activities |
||||||||||||
Net income |
$ | 188,346 | $ | 157,197 | $ | 126,495 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||||||
Depreciation, amortization and impairments |
111,904 | 91,010 | 90,692 | |||||||||
Deferred income taxes |
2,604 | 9,588 | 50 | |||||||||
Changes in assets and liabilities: |
||||||||||||
(Increase) decrease in accounts receivable, net |
(881 | ) | 424 | 2,669 | ||||||||
Increase (decrease) in accounts and natural gas imbalance payables and accrued liabilities, net |
23,092 | 2,734 | (14,267 | ) | ||||||||
Change in other items, net |
2,106 | 2,796 | 7,126 | |||||||||
|
|
|
|
|
|
|||||||
Net cash provided by operating activities |
327,171 | 263,749 | 212,765 | |||||||||
Cash flows from investing activities |
||||||||||||
Capital expenditures |
(142,946 | ) | (138,000 | ) | (121,295 | ) | ||||||
Acquisitions from affiliates |
(28,837 | ) | (734,780 | ) | (101,451 | ) | ||||||
Acquisitions from third parties |
(301,957 | ) | (18,047 | ) | | |||||||
Investments in equity affiliates |
(93 | ) | (310 | ) | (382 | ) | ||||||
Proceeds from sale of assets to affiliates |
382 | 2,805 | | |||||||||
Proceeds from sale of assets to third parties |
500 | 2,825 | | |||||||||
|
|
|
|
|
|
|||||||
Net cash used in investing activities |
(472,951 | ) | (885,507 | ) | (223,128 | ) | ||||||
Cash flows from financing activities |
||||||||||||
Borrowings, net of debt issuance costs |
1,055,939 | 660,000 | 101,451 | |||||||||
Repayments of debt |
(869,000 | ) | (361,000 | ) | (101,451 | ) | ||||||
Revolving credit facility issuance costs |
| (12 | ) | (4,263 | ) | |||||||
Proceeds from issuance of common and general partner units, |
335,317 | 345,803 | 122,539 | |||||||||
Distributions to unitholders |
(140,118 | ) | (94,194 | ) | (70,066 | ) | ||||||
Contributions from noncontrolling interest owners |
33,637 | 2,053 | 40,262 | |||||||||
Distributions to noncontrolling interest owners |
(17,478 | ) | (13,222 | ) | (7,998 | ) | ||||||
Net contributions from (distributions to) Parent |
(53,032 | ) | 39,420 | (36,201 | ) | |||||||
|
|
|
|
|
|
|||||||
Net cash provided by financing activities |
345,265 | 578,848 | 44,273 | |||||||||
|
|
|
|
|
|
|||||||
Net increase (decrease) in cash and cash equivalents |
199,485 | (42,910 | ) | 33,910 | ||||||||
Cash and cash equivalents at beginning of period |
27,074 | 69,984 | 36,074 | |||||||||
|
|
|
|
|
|
|||||||
Cash and cash equivalents at end of period |
$ | 226,559 | $ | 27,074 | $ | 69,984 | ||||||
|
|
|
|
|
|
|||||||
Supplemental disclosures |
||||||||||||
Elimination of net deferred tax liabilities |
$ | 22,072 | $ | 214,464 | $ | | ||||||
Contribution of assets (to) from Parent |
$ | (29 | ) | $ | 7,827 | $ | | |||||
Increase (decrease) in accrued capital expenditures |
$ | 5,402 | $ | 5,218 | $ | 13,390 | ||||||
Interest paid |
$ | 25,828 | $ | 16,497 | $ | 9,372 | ||||||
Interest received |
$ | 16,900 | $ | 16,900 | $ | 16,900 | ||||||
Taxes paid |
$ | 190 | $ | 507 | $ | |
(1) | Financial information for the year ended December 31, 2011, has been recast to include the financial position and results attributable to the MGR assets, and the financial information for the years ended December 31, 2010 and 2009, has been recast to include the financial position and results attributable to the Bison and MGR assets. See Note 2. |
See accompanying Notes to Consolidated Financial Statements.
6
WESTERN GAS PARTNERS, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General. Western Gas Partners, LP (the Partnership), a growth-oriented Delaware master limited partnership formed by Anadarko Petroleum Corporation in 2007 to own, operate, acquire and develop midstream energy assets, closed its initial public offering to become publicly traded in 2008. Including the effect of the acquisition of Mountain Gas Resources, LLC (MGR), the Partnerships assets include thirteen gathering systems, seven natural gas treating facilities, ten natural gas processing facilities, two NGL pipelines, one interstate gas pipeline, one intrastate gas pipeline, and interests in Fort Union Gas Gathering, LLC (Fort Union), White Cliffs Pipeline, LLC (White Cliffs) and Rendezvous Gas Services, LLC (Rendezvous), which are accounted for under the equity method. The Partnerships assets are located in East and West Texas, the Rocky Mountains (Colorado, Utah and Wyoming), and the Mid-Continent (Kansas and Oklahoma). The Partnership is engaged in the business of gathering, processing, compressing, treating and transporting natural gas, condensate, NGLs and crude oil for Anadarko Petroleum Corporation and its consolidated subsidiaries, as well as third-party producers and customers.
For purposes of these consolidated financial statements, the Partnership refers to Western Gas Partners, LP and its subsidiaries. The Partnerships general partner is Western Gas Holdings, LLC (the general partner or GP), a wholly owned subsidiary of Anadarko Petroleum Corporation. Anadarko or Parent refers to Anadarko Petroleum Corporation and its consolidated subsidiaries, excluding the Partnership and the general partner. Affiliates refers to wholly owned and partially owned subsidiaries of Anadarko, excluding the Partnership, and also refers to Fort Union, White Cliffs and Rendezvous.
Basis of presentation. The accompanying consolidated financial statements of the Partnership have been prepared in accordance with generally accepted accounting principles in the United States (GAAP), and certain amounts in prior periods have been reclassified to conform to the current presentation. The consolidated financial statements include the accounts of the Partnership and entities in which it holds a controlling financial interest, and all significant intercompany transactions have been eliminated. Investments in non-controlled entities over which the Partnership exercises significant influence are accounted for under the equity method. The Partnership proportionately consolidates its 50% share of the assets, liabilities, revenues and expenses attributable to the Newcastle system in the accompanying consolidated financial statements.
In July 2009, the Partnership acquired a 51% interest in Chipeta Processing LLC (Chipeta) and became party to Chipetas limited liability company agreement, as amended and restated (the Chipeta LLC agreement) (see Notes 2 and 3). As of December 31, 2011, Chipeta is owned 51% by the Partnership, 24% by Anadarko and 25% by a third-party member. The interests in Chipeta, held by Anadarko and the third-party member, are reflected as noncontrolling interests in the Partnerships consolidated financial statements for all periods presented.
Presentation of Partnership assets. References to the Partnership assets refer collectively to the assets owned by the Partnership as of December 31, 2011. Because of Anadarkos control of the Partnership through its ownership of the general partner, each acquisition of Partnership assets, except for the acquisitions of the Platte Valley assets and the 9.6% interest in White Cliffs from third parties, was considered a transfer of net assets between entities under common control (see Note 2). As a result, after each acquisition of assets from Anadarko, the Partnership is required to recast its financial statements to include the activities of the Partnership assets as of the date of common control.
The consolidated financial statements for periods prior to the Partnerships acquisition of the Partnership assets have been prepared from Anadarkos historical cost-basis accounts and may not necessarily be indicative of the actual results of operations that would have occurred if the Partnership had owned the assets during the periods reported. Net income attributable to the Partnership assets for periods prior to the Partnerships acquisition of such assets is not allocated to the limited partners for purposes of calculating net income per common or subordinated unit.
Use of estimates. In preparing financial statements in accordance with GAAP, management makes informed judgments and estimates that affect the amounts reported in the consolidated financial statements and the notes thereto. Management evaluates its estimates and related assumptions regularly, utilizing historical experience and other methods considered reasonable under the circumstances. Changes in facts and circumstances or additional information, may result in revised estimates and actual results may differ from these estimates. Effects on the Partnerships business, financial condition and results of operations resulting from revisions to estimates are recognized when the facts that give rise to the revision become known.
7
WESTERN GAS PARTNERS, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 certain assets and liabilities acquired in a third-party business combination, assets and liabilities exchanged in non-monetary transactions, long-lived assets (asset groups), goodwill and other intangibles, initial recognition of asset retirement obligations, and initial recognition of environmental obligations assumed in a third-party acquisition. Impairment analyses for long-lived assets, goodwill and other intangibles, and the initial recognition of asset retirement obligations and environmental obligations use Level 3 inputs. When the Partnership is required to measure fair value, and there is not a market-observable price for the asset or liability or a market-observable price for a similar asset or liability, the Partnership utilizes the cost, income, or market valuation approach depending on the quality of information available to support managements assumptions.
The fair value of debt is the estimated amount the Partnership would have to pay to repurchase its debt, including any premium or discount attributable to the difference between the stated interest rate and market rate of interest at the balance sheet date. Fair values are based on quoted market prices for identical instruments, if available, or average valuations of similar debt instruments at the balance sheet date. See Note 10.
The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable reported on the consolidated balance sheets approximate fair value due to the short-term nature of these items.
Cash equivalents. The Partnership considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
Bad-debt reserve. The Partnerships revenues are primarily from Anadarko, for which no credit limit is maintained. The Partnership analyzes its exposure to bad debt on a customer-by-customer basis for its third-party accounts receivable and may establish credit limits for significant third-party customers. At December 31, 2011 and 2010, third-party accounts receivable are shown net of the associated bad-debt reserve of $17,000.
Natural gas imbalances. The consolidated balance sheets include natural gas imbalance receivables and payables resulting from differences in gas volumes received into the Partnerships systems and gas volumes delivered by the Partnership to customers. Natural gas volumes owed to or by the Partnership that are subject to monthly cash settlement are valued according to the terms of the contract as of the balance sheet dates, and reflect market index prices. Other natural gas volumes owed to or by the Partnership are valued at the Partnerships weighted average cost of natural gas as of the balance sheet dates and are settled in-kind. As of December 31, 2011, natural gas imbalance receivables and payables were approximately $2.3 million and $3.1 million, respectively. As of December 31, 2010, natural gas imbalance receivables and payables were approximately $0.4 million and $2.6 million, respectively. Changes in natural gas imbalances are reported in equity income and other, net or cost of product in the consolidated statements of income.
Inventory. The cost of NGLs inventories is determined by the weighted average cost method on a location-by-location basis. Inventory is stated at the lower of weighted-average cost or market value and is reported in other current assets in the consolidated balance sheets.
8
WESTERN GAS PARTNERS, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Property, plant and equipment. Property, plant and equipment are generally stated at the lower of historical cost less accumulated depreciation or fair value, if impaired. Because acquisitions of assets from Anadarko are transfers of net assets between entities under common control, the Partnership assets acquired by the Partnership from Anadarko are initially recorded at Anadarkos historic carrying value. The difference between the carrying value of net assets acquired from Anadarko and the consideration paid is recorded as an adjustment to Partners capital.
Assets acquired in a business combination or non-monetary exchange with a third party are initially recorded at fair value. The Partnership capitalizes all construction-related direct labor and material costs. 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.
Depreciation is computed over the assets estimated useful life using the straight-line method or half-year convention method, based on estimated useful lives and salvage values of assets. Uncertainties that may impact these estimates include, but are not limited to, 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, the Partnership makes estimates with respect to useful lives and salvage values that the Partnership believes are reasonable. However, subsequent events could cause a change in estimates, thereby impacting future depreciation amounts.
The Partnership evaluates the ability to recover the carrying amount of its long-lived assets to determine whether its long-lived assets have been impaired. Impairments exist 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.
During the year ended December 31, 2011, an impairment of $7.3 million was recognized for certain equipment and materials. The costs of the equipment and materials, previously capitalized as assets under construction and related to a Red Desert complex (see Note 2) expansion project, were deemed no longer recoverable as the expansion project was indefinitely postponed by Anadarko management. Subsequent to the project evaluation and impairment, the remaining fair value of the equipment and materials, approximately $10.6 million, was reclassified from within property, plant and equipment to other assets on the consolidated balance sheet as of December 31, 2011. Also during 2011, following an evaluation of future cash flows, an impairment of $3.0 million was recognized for a transportation pipeline. This asset was impaired to fair value, estimated using Level 3 fair-value inputs.
During the year ended December 31, 2010, the Partnership recognized $0.6 million of impairment related to a compressor sold during the year to a third party, and $0.3 million of impairment due to cancelled capital projects and additional costs recorded on a project previously impaired to salvage value. During the year ended December 31, 2009, an impairment of $6.1 million was recognized for an idle pipeline for which no future cash flows were expected.
Capitalized interest. Interest is capitalized as part of the historical cost of constructing assets for significant projects that are in progress. Capitalized interest is determined by multiplying the Partnerships weighted-average borrowing cost on debt by the average amount of qualifying costs incurred. Once the construction of an asset subject to interest capitalization is completed and the asset is placed in service, the associated capitalized interest is expensed through depreciation or impairment, together with other capitalized costs related to that asset.
Goodwill and other intangible assets. Goodwill represents the allocated portion of Anadarkos midstream goodwill attributed to the assets the Partnership has acquired from Anadarko. The carrying value of Anadarkos midstream goodwill represents the excess of the purchase price of an entity over the estimated fair value of the identifiable assets acquired and liabilities assumed by Anadarko. Accordingly, the Partnerships goodwill balance does not reflect, and in some cases is significantly different than, the difference between the consideration the Partnership paid for its acquisitions from Anadarko and the fair value of the net assets on the acquisition date. The Partnerships consolidated balance sheets as of December 31, 2011 and 2010, include goodwill of $82.1 million, none of which is deductible for tax purposes.
9
WESTERN GAS PARTNERS, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The Partnership evaluates goodwill for impairment annually, as of October 1, or more often as facts and circumstances warrant. The first step in the goodwill impairment test is to compare the fair value of each reporting unit to which goodwill has been assigned to the carrying amount of net assets, including goodwill, of the respective reporting unit. The Partnership has allocated goodwill on its two reporting units: (i) gathering and processing and (ii) transportation. If the carrying amount of the reporting unit exceeds its fair value, step two in the goodwill impairment test requires goodwill to be written down to its implied fair value through a charge to operating expense based on a hypothetical purchase price allocation. No goodwill impairment has been recognized in these consolidated financial statements. The carrying value of goodwill after such an impairment would represent a Level 3 fair value measurement.
The Partnership assesses intangible assets, as described in Note 8, for impairment together with related underlying long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairments exist 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 operating expense. No intangible asset impairment has been recognized in connection with these assets.
Equity-method investments. The following table presents the activity in the Partnerships investments in equity of Fort Union, White Cliffs and Rendezvous:
Equity Investments | ||||||||||||
thousands | Fort Union (1) | White Cliffs (2) | Rendezvous (3) | |||||||||
Balance at December 31, 2009 |
$ | 20,060 | $ | 1,284 | $ | 78,216 | ||||||
Investment earnings, net of amortization |
5,723 | 917 | 988 | |||||||||
Contributions |
310 | | | |||||||||
Distributions |
(4,665 | ) | (1,270 | ) | (5,038 | ) | ||||||
Acquisition of additional 9.6% interest from third party |
| 18,047 | | |||||||||
Other |
| | (110 | ) | ||||||||
|
|
|
|
|
|
|||||||
Balance at December 31, 2010 |
$ | 21,428 | $ | 18,978 | $ | 74,056 | ||||||
Investment earnings, net of amortization |
6,067 | 4,023 | 1,171 | |||||||||
Contributions |
| 93 | | |||||||||
Distributions |
(5,227 | ) | (5,384 | ) | (5,388 | ) | ||||||
|
|
|
|
|
|
|||||||
Balance at December 31, 2011 |
$ | 22,268 | $ | 17,710 | $ | 69,839 | ||||||
|
|
|
|
|
|
(1) | The Partnership has a 14.81% interest in Fort Union, a joint venture which owns a gathering pipeline and treating facilities in the Powder River Basin. Anadarko is the construction manager and physical operator of the Fort Union facilities. Certain business decisions, including, but not limited to, decisions with respect to significant expenditures or contractual commitments, annual budgets, material financings, dispositions of assets or amending the owners firm gathering agreements, require 65% or unanimous approval of the owners. Each of the joint venture members has pledged its respective equity interest to the administrative agent of Fort Unions credit agreement. |
(2) | The Partnership has a 10% interest in White Cliffs, a limited liability company which owns a crude oil pipeline that originates in Platteville, Colorado and terminates in Cushing, Oklahoma and became operational in June 2009. The third-party majority owner is the manager of the White Cliffs operations. Certain business decisions, including, but not limited to, approval of annual budgets and decisions with respect to significant expenditures, contractual commitments, acquisitions, material financings, dispositions of assets or admitting new members, require more than 75% approval of the members. |
(3) | The Partnership has a 22% interest in Rendezvous, a limited liability company that operates gas gathering facilities in southwestern Wyoming. Certain business decisions, including, but not limited to, decisions with respect to significant expenditures or contractual commitments, annual budgets, material financings, dispositions of assets or amending the members gas servicing agreements, require unanimous approval of the members. |
10
WESTERN GAS PARTNERS, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The investment balance at December 31, 2011, includes $2.7 million and $47.9 million for the purchase price allocated to the investment in Fort Union and Rendezvous, respectively, in excess of the historic cost basis of Western Gas Resources, Inc. (entity that owned the interests in Fort Union and Rendezvous, which Anadarko acquired in August 2006). This excess balance is attributable to the difference between the fair value and book value of their gathering and treating facilities (at the time Western Gas Resources, Inc. was acquired by Anadarko) and is being amortized over the remaining estimated useful life of those facilities.
The White Cliffs investment balance at December 31, 2011, is $10.4 million less than the Partnerships underlying equity in White Cliffs net assets as of December 31, 2011, primarily due to the Partnership recording the acquisition of its initial 0.4% interest in White Cliffs at Anadarkos historic carrying value. This difference is being amortized to equity income over the remaining estimated useful life of the White Cliffs pipeline.
Management evaluates its equity-method investments for impairment whenever events or changes in circumstances indicate that the carrying value of such investments may have experienced a decline in value that is other than temporary. When evidence of loss in value has occurred, management compares the estimated fair value of the investment to the carrying value of the investment to determine whether the investment has been impaired. Management assesses the fair value of equity-method investments using commonly accepted techniques, and may use more than one method, including, but not limited to, recent third-party comparable sales and discounted cash flow models. If the estimated fair value is less than the carrying value, the excess of the carrying value over the estimated fair value is recognized as an impairment loss.
Asset retirement obligations. Management recognizes a liability based on the estimated costs of retiring tangible long-lived assets. The liability is recognized at fair value, measured using discounted expected future cash outflows for 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. Over time, the discounted liability is accreted through accretion expense 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 to property, plant and equipment) until the obligation is settled. Revisions in estimated asset retirement obligations may result from changes in estimated inflation rates, discount rates, asset retirement costs and the estimated timing of settling asset retirement obligations. See Note 9.
Environmental expenditures. The Partnership expenses environmental expenditures related to conditions caused by past operations that do not generate current or future revenues. Environmental expenditures related to operations that generate current or future revenues are expensed or capitalized, as appropriate. Liabilities are recorded when the necessity for environmental remediation or other potential environmental liabilities becomes probable and the costs can be reasonably estimated. Accruals for estimated losses from environmental remediation obligations are recognized no later than at the time of the completion of the remediation feasibility study. These accruals are adjusted as additional information becomes available or as circumstances change. Costs of future expenditures for environmental-remediation obligations are not discounted to their present value. See Note 11.
Segments. The Partnerships operations are organized into a single operating segment, the assets of which consist of natural gas, NGLs and crude oil gathering and processing systems, treating facilities, pipelines and related plants and equipment.
Revenues and cost of product. Under its fee-based gathering, treating and processing arrangements, the Partnership is paid a fixed fee based on the volume and thermal content of natural gas and recognizes revenues for its services in the month such services are performed. Producers wells are connected to the Partnerships gathering systems for delivery of natural gas to the Partnerships processing or treating plants, where the natural gas is processed to extract NGLs and condensate or treated in order to satisfy pipeline specifications. In some areas, where no processing is required, the producers gas is gathered and delivered to pipelines for market delivery. Under percent-of-proceeds contracts, revenue is recognized when the natural gas, NGLs or condensate are sold and the related purchases are recorded as a percentage of the product sale.
11
WESTERN GAS PARTNERS, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The Partnership purchases natural gas volumes at the wellhead for gathering and processing. As a result, the Partnership has volumes of NGLs and condensate to sell and volumes of residue gas to either sell, to use for system fuel or to satisfy keep-whole obligations. In addition, depending upon specific contract terms, condensate and NGLs recovered during gathering and processing are either returned to the producer or retained and sold. Under keep-whole contracts, 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. The keep-whole contract conveys an economic benefit to the Partnership when the combined value of the individual NGLs is greater in the form of liquids than as a component of the natural gas stream; however, the Partnership is adversely impacted when the value of the NGLs is lower as liquids than as a component of the natural gas stream. Revenue is recognized from the sale of condensate and NGLs upon transfer of title and related purchases are recorded as cost of product.
The Partnership earns transportation revenues through firm contracts that obligate each of its customers to pay a monthly reservation or demand charge regardless of the pipeline capacity used by that customer. An additional commodity usage fee is charged to the customer based on the actual volume of natural gas transported. Transportation revenues are also generated from interruptible contracts pursuant to which a fee is charged to the customer based on volumes transported through the pipeline. Revenues for transportation of natural gas and NGLs are recognized over the period of firm transportation contracts or, in the case of usage fees and interruptible contracts, when the volumes are received into the pipeline. From time to time, certain revenues may be subject to refund pending the outcome of rate matters before the Federal Energy Regulatory Commission (the FERC) and reserves are established where appropriate. See Note 11 for discussion of the Partnerships pending rate case with the FERC.
Proceeds from the sale of residue gas, NGLs and condensate are reported as revenues from natural gas, natural gas liquids and condensate in the consolidated statements of income. Revenues attributable to the fixed-fee component of gathering and processing contracts as well as demand charges and commodity usage fees on transportation contracts are reported as revenues from gathering, processing and transportation of natural gas and natural gas liquids in the consolidated statements of income.
Equity-based compensation. Phantom unit awards are granted under the Western Gas Partners, LP 2008 Long-Term Incentive Plan (the LTIP). The LTIP was adopted by the general partner of the Partnership and permits the issuance of up to 2,250,000 units, of which 2,160,848 units remain available for future issuance as of December 31, 2011. Upon vesting of each phantom unit, the holder will receive common units of the Partnership or, at the discretion of the general partners board of directors, cash in an amount equal to the market value of common units of the Partnership on the vesting date. Equity-based compensation expense attributable to grants made under the LTIP impact the Partnerships cash flows from operating activities only to the extent cash payments are made to a participant in lieu of issuance of common units to the participant. The Partnership amortizes stock-based compensation expense attributable to awards granted under the LTIP over the vesting periods applicable to the awards.
Additionally, the Partnerships general and administrative expenses include equity-based compensation costs allocated by Anadarko to the Partnership for grants made pursuant to: (i) Western Gas Holdings, LLC Equity Incentive Plan, as amended and restated (the Incentive Plan) and (ii) the Anadarko Petroleum Corporation 1999 Stock Incentive Plan and the Anadarko Petroleum Corporation 2008 Omnibus Incentive Compensation Plan (Anadarkos plans are referred to collectively as the Anadarko Incentive Plans).
Under the Incentive Plan, participants are granted Unit Value Rights (UVRs), Unit Appreciation Rights (UARs) and Dividend Equivalent Rights (DERs). UVRs and UARs granted under the Incentive Plan in 2011 and 2010 were collectively valued at $634.00 per unit and $215.00 per unit as of December 31, 2011 and 2010, respectively. The UVRs and UARs either vest ratably over three years or vest in two equal installments on the second and fourth anniversaries of the grant date, or earlier in connection with certain other events. Upon the occurrence of a UVR vesting event, each participant will receive a lump-sum cash payment (net of any applicable withholding taxes) for each UVR. The UVRs may not be sold or transferred except to the general partner, Anadarko or any of its affiliates. Upon the occurrence of a UAR vesting event, each participant will receive a lump-sum cash payment (net of any applicable withholding taxes) for each UAR that is exercised prior to (i) the 90th day after a participants voluntary termination, or (ii) the 10th anniversary of the grant date, whichever occurs first. DERs granted under the Incentive Plan vest upon the occurrence of certain events, become payable no later than 30 days subsequent to vesting and expire 10 years from the date of grant.
12
WESTERN GAS PARTNERS, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Grants made under equity-based compensation plans result in equity-based compensation expense, which is determined by reference to the fair value of equity compensation. For equity-based awards ultimately settled through the issuance of units or stock, the fair value is measured as of the date of the relevant equity grant. For equity-based awards issued under the Incentive Plan and ultimately settled in cash, the fair value of the relevant equity grant is revised periodically based on the estimated fair value of the Partnerships general partner using a discounted cash flow estimate and multiples-valuation terminal value. Equity-based compensation expense attributable to grants made under the Incentive Plan will impact the Partnerships cash flows from operating activities only to the extent cash payments are made to Incentive Plan participants who provided services to us pursuant to the omnibus agreement. Equity-based compensation granted under the Anadarko Incentive Plans does not impact the Partnerships cash flows from operating activities. See Note 5.
Income taxes. The Partnership generally is not subject to federal income tax or state income tax other than Texas margin tax on the portion of its income that is apportionable to Texas. Federal and state income tax expense was recorded prior to the Partnerships acquisition of the Partnership assets. In addition, deferred federal and state income taxes are recorded on temporary differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases with respect to the Partnership assets prior to the Partnerships acquisition; and deferred state income taxes are recorded with respect to the Partnership assets including and subsequent to acquisition. The recognition of deferred federal and state tax assets prior to the Partnerships acquisition of the Partnership assets was based on managements belief that it was more likely than not that the results of future operations would generate sufficient taxable income to realize the deferred tax assets. For periods including or subsequent to the Partnerships acquisition of the Partnership assets, the Partnership is only subject to Texas margin tax; therefore, deferred federal income tax assets and liabilities with respect to the Partnership assets for periods including and subsequent to the Partnerships acquisitions are no longer recognized by the Partnership.
For periods including and subsequent to the Partnerships acquisition of the Partnership assets, the Partnership makes payments to Anadarko pursuant to the tax sharing agreement entered into between Anadarko and the Partnership for its estimated share of taxes from all forms of taxation, excluding taxes imposed by the United States, that are included in any combined or consolidated returns filed by Anadarko. The aggregate difference in the basis of the Partnerships Assets for financial and tax reporting purposes cannot be readily determined as the Partnership does not have access to information about each partners tax attributes in the Partnership.
The accounting standard for uncertain tax positions defines the criteria an individual tax position must meet for any part of the benefit of that position to be recognized in the financial statements. The Partnership has no material uncertain tax positions at December 31, 2011 or 2010.
13
WESTERN GAS PARTNERS, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Net income per common unit. The Partnership applies the two-class method in determining net income per unit applicable to master limited partnerships having multiple classes of securities including common units, general partnership units and incentive distribution rights (IDRs) of the general partner. Under the two-class method, net income per unit is calculated as if all of the earnings for the period were distributed pursuant to the terms of the relevant contractual arrangement. The accounting guidance provides the methodology for and circumstances under which undistributed earnings are allocated to the general partner, limited partners and IDR holders. For the Partnership, earnings per unit is calculated based on the assumption that the Partnership distributes to its unitholders an amount of cash equal to the net income of the Partnership, notwithstanding the general partners ultimate discretion over the amount of cash to be distributed for the period, the existence of other legal or contractual limitations that would prevent distributions of all of the net income for the period or any other economic or practical limitation on the ability to make a full distribution of all of the net income for the period.
The Partnerships net income for periods including and subsequent to the Partnerships acquisitions of the Partnership assets is allocated to the general partner and the limited partners, including any subordinated unitholders, in accordance with their respective ownership percentages, and when applicable, giving effect to incentive distributions allocable to the general partner. The Partnerships net income allocable to the limited partners is allocated between the common and subordinated unitholders by applying the provisions of the partnership agreement that govern actual cash distributions as if all earnings for the period had been distributed. Specifically, net income equal to the amount of available cash (as defined by the partnership agreement) is allocated to the general partner, common unitholders and subordinated unitholders consistent with actual cash distributions, including incentive distributions allocable to the general partner. Undistributed earnings (net income in excess of distributions) or undistributed losses (available cash in excess of net income) are then allocated to the general partner, common unitholders and subordinated unitholders in accordance with their respective ownership percentages during each period. See Note 4.
Other assets. For all periods presented, other assets on the Partnerships consolidated balance sheets include a $0.7 million receivable recognized in conjunction with the capital lease component of a processing agreement assumed in connection with the MGR acquisition. The agreement, in which the Partnership is the lessor, extends through November 2014. Other assets also includes $4.6 million related to the unguaranteed residual value of the processing plant included in the processing agreement, based on a measurement of fair value estimated when the plant was acquired by Anadarko in 2006. Interest income related to the capital lease is recorded to other income (expense), net on the accompanying consolidated statements of income.
Recently issued accounting standard not yet adopted. In September 2011, the Financial Accounting Standards Board issued an Accounting Standards Update (ASU) that permits an initial assessment of qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount for goodwill impairment testing purposes. Thus, determining a reporting units fair value is not required unless, as a result of the qualitative assessment, it is more likely than not that the fair value of the reporting unit is less than its carrying amount. This ASU is effective prospectively beginning January 1, 2012. Adoption of this ASU will have no impact on the Partnerships consolidated financial statements.
14
WESTERN GAS PARTNERS, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. ACQUISITIONS
The following table presents the acquisitions completed by the Partnership during the years ended December 31, 2011, 2010 and 2009, and details the funding for those acquisitions through borrowings, cash on hand and/or the issuance of Partnership equity:
thousands except unit and percent amounts |
Acquisition Date |
Percentage Acquired |
Borrowings | Cash On Hand |
Common Units Issued |
GP Units Issued |
||||||||||||||||||
Chipeta (1) |
07/01/09 | 51% | $ | 101,451 | $ | 4,638 | 351,424 | 7,172 | ||||||||||||||||
Granger (2) |
01/29/10 | 100% | 210,000 | 31,680 | 620,689 | 12,667 | ||||||||||||||||||
Wattenberg (3) |
08/02/10 | 100% | 450,000 | 23,100 | 1,048,196 | 21,392 | ||||||||||||||||||
White Cliffs (4) |
09/28/10 | 10% | | 38,047 | | | ||||||||||||||||||
Platte Valley (5) |
02/28/11 | 100% | 303,000 | 602 | | | ||||||||||||||||||
Bison (6) |
07/08/11 | 100% | | 25,000 | 2,950,284 | 60,210 |
(1) | The assets acquired from Anadarko include a 51% membership interest in Chipeta, together with an associated NGL pipeline. These assets provide processing and transportation services in the Greater Natural Buttes area in Uintah County, Utah. Chipeta owns a natural gas processing plant with two processing trains: a refrigeration unit and a cryogenic unit. In addition, in November 2009, Chipeta acquired the Natural Buttes plant including a compressor station and processing plant from a third party for $9.1 million, of which $4.5 million was contributed by the noncontrolling interest owners to fund their proportionate share. The 51% membership interest in Chipeta and associated NGL pipeline are referred to collectively as the Chipeta assets and the acquisition is referred to as the Chipeta acquisition. |
(2) | The assets acquired from Anadarko include (i) the Granger gathering system with related compressors and other facilities, and (ii) the Granger complex, consisting of cryogenic trains, a refrigeration train, an NGLs fractionation facility and ancillary equipment. These assets, located in southwestern Wyoming, are referred to collectively as the Granger assets and the acquisition as the Granger acquisition. |
(3) | The assets acquired from Anadarko include 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 as the Wattenberg acquisition. |
(4) | White Cliffs owns a crude oil pipeline that originates in Platteville, Colorado and terminates in Cushing, Oklahoma, which became operational in June 2009. The Partnerships acquisition of the 0.4% interest in White Cliffs and related purchase option from Anadarko combined with the acquisition of an additional 9.6% interest in White Cliffs from a third party, are referred to collectively as the White Cliffs acquisition. The Partnerships interest in White Cliffs is referred to as the White Cliffs investment. |
(5) | The assets acquired from a third party include (i) a natural gas gathering system and related compression and other ancillary equipment, and (ii) cryogenic gas processing facilities. These assets, located in the Denver-Julesburg Basin, are referred to collectively as the Platte Valley assets and the acquisition as the Platte Valley acquisition. See further information below, including the final allocation of the purchase price in August 2011. |
(6) | The Bison gas treating facility acquired from Anadarko is located in the Powder River Basin in northeastern Wyoming, and includes (i) three amine treating units, (ii) compressor units, and (iii) generators. These assets are referred to collectively as the Bison assets and the acquisition as the Bison acquisition. The Bison assets are the only treating and delivery point into the third-party-owned Bison pipeline. Anadarko began construction of the Bison assets in 2009 and placed them in service in June 2010. See further information below. |
15
WESTERN GAS PARTNERS, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. ACQUISITIONS (CONTINUED)
Platte Valley acquisition. The Platte Valley acquisition has been accounted for under the acquisition method of accounting. The Platte Valley assets and liabilities were recorded in the consolidated balance sheet at their estimated fair values as of the acquisition date. Results of operations attributable to the Platte Valley assets were included in the Partnerships consolidated statements of income beginning on the acquisition date in the first quarter of 2011.
The table below reflects the final allocation of the purchase price, including a $1.6 million adjustment to intangible assets recorded in August 2011, to the assets acquired and liabilities assumed in the Platte Valley acquisition:
thousands | ||||
Property, plant and equipment |
$ | 264,521 | ||
Intangible assets |
53,754 | |||
Asset retirement obligations and other liabilities |
(16,318 | ) | ||
|
|
|||
Total purchase price |
$ | 301,957 | ||
|
|
The purchase price allocation is based on an assessment of the fair value of the assets acquired and liabilities assumed in the Platte Valley acquisition, after consideration of post-closing purchase price adjustments. The fair values of the plant and processing facilities, related equipment, and intangible assets acquired were based on the market, cost and income approaches. The liabilities assumed include certain amounts associated with environmental contingencies estimated by management. All fair-value measurements of assets acquired and liabilities assumed are based on inputs that are not observable in the market and thus represent Level 3 inputs. For more information regarding the intangible assets presented in the table above, see Note 8.
The following table presents the pro forma condensed financial information of the Partnership as if the Platte Valley acquisition had occurred on January 1, 2011:
thousands except per-unit amount | Year
Ended December 31, 2011 |
|||
Revenues |
$ | 839,304 | ||
Net income |
191,072 | |||
Net income attributable to Western Gas Partners, LP |
176,969 | |||
Net income per common unit basic and diluted |
$ | 1.67 |
The pro forma information is presented for illustration purposes only and is not necessarily indicative of the operating results that would have occurred had the acquisition been completed at the assumed date, nor is it necessarily indicative of future operating results of the combined entity. The Partnerships pro forma information in the table above includes $83.4 million of revenues and $59.1 million of operating expenses, excluding depreciation, amortization and impairments, attributable to the Platte Valley assets that are included in the Partnerships consolidated statement of income for the year ended December 31, 2011. The pro forma adjustments reflect pre-acquisition results of the Platte Valley assets for January and February 2011, including (a) estimated revenues and expenses; (b) estimated depreciation and amortization based on the purchase price allocated to property, plant and equipment and other intangible assets and estimated useful lives; (c) elimination of $0.7 million of acquisition-related costs; and (d) interest on the Partnerships borrowings under its revolving credit facility to finance the Platte Valley acquisition. The pro forma adjustments include estimates and assumptions based on currently available information. Management believes the estimates and assumptions are reasonable, and the relative effects of the transactions are properly reflected. The pro forma information does not reflect any cost savings or other synergies anticipated as a result of the acquisition, nor any future acquisition related expenses. Pro forma information is not presented for periods ended on or before December 31, 2010, as it is not practical to determine revenues and cost of product for periods prior to January 1, 2011, the effective date of the gathering and processing agreement with the seller.
16
WESTERN GAS PARTNERS, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. ACQUISITIONS (CONTINUED)
Bison and MGR acquisitions. On January 13, 2012, the Partnership completed the acquisition of Anadarkos 100% ownership interest in MGR which owns the Red Desert complex, a 22% interest in Rendezvous and related facilities, effective January 1, 2012. The Red Desert complex includes the Patrick Draw processing plant, the Red Desert processing plant, 1,295 miles of gathering lines and related facilities. Rendezvous owns a 338-mile mainline gathering system serving the Jonah and Pinedale Anticline fields in southwestern Wyoming, which delivers gas to the Granger complex and other locations. These assets are referred to collectively as the MGR assets and the acquisition as the MGR acquisition. Consideration paid includes: (i) $159.6 million of cash on hand, (ii) $299.0 million borrowings on the Partnerships senior unsecured revolving credit facility, and (iii) the issuance of 632,783 common units and 12,914 general partner units.
As transfers of net assets between entities under common control, the Partnerships historical financial statements previously filed with the U.S. Securities and Exchange Commission (SEC) have been recast in this Current Report on Form 8-K to include the results attributable to the Bison and MGR assets as if the Partnership owned such assets for all periods presented. The consolidated financial statements for periods prior to the Partnerships acquisition of the Partnership assets have been prepared from Anadarkos historical cost-basis accounts and may not necessarily be indicative of the actual results of operations that would have occurred if the Partnership had owned the assets during the periods reported.
The following tables present the impact to the historical consolidated statements of income attributable to the Bison and MGR assets, including the elimination of intercompany activity between such assets:
Year Ended December 31, 2010 | ||||||||||||||||||||
thousands | Partnership Historical |
Bison Assets |
MGR Assets |
Eliminations | Combined | |||||||||||||||
Revenues |
$ | 503,322 | $ | 1,879 | $ | 158,135 | $ | (62 | ) | $ | 663,274 | |||||||||
Net income (loss) |
137,073 | (3,194 | ) | 23,318 | | 157,197 | ||||||||||||||
Year Ended December 31, 2009 | ||||||||||||||||||||
thousands | Partnership Historical |
Bison Assets |
MGR Assets |
Eliminations | Combined | |||||||||||||||
Revenues |
$ | 490,546 | $ | | $ | 129,218 | $ | | $ | 619,764 | ||||||||||
Net income (loss) |
118,166 | (657 | ) | 8,986 | | 126,495 |
17
WESTERN GAS PARTNERS, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. PARTNERSHIP DISTRIBUTIONS
The partnership agreement requires the Partnership to distribute all of its available cash (as defined in the partnership agreement) to unitholders of record on the applicable record date within 45 days of the end of each quarter. The Partnership declared the following cash distributions to its unitholders for the periods presented:
Total Quarterly | |||||||||||||||
thousands except per-unit amounts | Distribution | Total Cash | Date of | ||||||||||||
Quarters Ended |
per Unit | Distribution | Distribution | ||||||||||||
2009 |
|||||||||||||||
March 31 |
$ 0.300 | $ 17,030 | May 2009 | ||||||||||||
June 30 |
$ 0.310 | $ 17,718 | August 2009 | ||||||||||||
September 30 |
$ 0.320 | $ 18,289 | November 2009 | ||||||||||||
December 31 |
$ 0.330 | $ 21,393 | February 2010 | ||||||||||||
2010 |
|||||||||||||||
March 31 |
$ 0.340 | $ 22,042 | May 2010 | ||||||||||||
June 30 |
$ 0.350 | $ 24,378 | August 2010 | ||||||||||||
September 30 |
$ 0.370 | $ 26,381 | November 2010 | ||||||||||||
December 31 |
$ 0.380 | $ 30,564 | February 2011 | ||||||||||||
2011 |
|||||||||||||||
March 31 |
$ 0.390 | $ 33,168 | May 2011 | ||||||||||||
June 30 |
$ 0.405 | $ 36,063 | August 2011 | ||||||||||||
September 30 |
$ 0.420 | $ 40,323 | November 2011 | ||||||||||||
December 31 (1) |
$ 0.440 | $ 43,027 | February 2012 |
(1) | On January 18, 2012, the board of directors of the Partnerships general partner declared a cash distribution to the Partnerships unitholders of $0.44 per unit, or $43.0 million in aggregate, including incentive distributions. The cash distribution is payable on February 13, 2012, to unitholders of record at the close of business on February 1, 2012. |
Available cash. The amount of available cash (as defined in the partnership agreement) generally is all cash on hand at the end of the quarter, plus, at the discretion of the general partner, working capital borrowings made subsequent to the end of such quarter, less the amount of cash reserves established by the Partnerships general partner to provide for the proper conduct of the Partnerships business, including reserves to fund future capital expenditures, to comply with applicable laws, debt instruments or other agreements (such as the Chipeta LLC agreement), or to provide funds for distributions to its unitholders and to its general partner for any one or more of the next four quarters. Working capital borrowings generally include borrowings made under a credit facility or similar financing arrangement. It is intended that working capital borrowings be repaid within 12 months. In all cases, working capital borrowings are used solely for working capital purposes or to fund distributions to partners.
18
WESTERN GAS PARTNERS, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. PARTNERSHIP DISTRIBUTIONS (CONTINUED)
General partner interest and incentive distribution rights. The general partner is currently entitled to 2.0% of all quarterly distributions that the Partnership makes prior to its liquidation. The Partnerships general partner is entitled to incentive distributions if the amount the Partnership distributes with respect to any quarter exceeds specified target levels shown below:
Total Quarterly Distribution Target Amount |
Marginal
Percentage Interest in Distributions | |||||||
Unitholders | General Partner | |||||||
Minimum quarterly distribution |
$ 0.300 | 98.0% | 2.0% | |||||
First target distribution |
up to $ 0.345 | 98.0% | 2.0% | |||||
Second target distribution |
above $ 0.345 up to $ 0.375 | 85.0% | 15.0% | |||||
Third target distribution |
above $ 0.375 up to $ 0.450 | 75.0% | 25.0% | |||||
Thereafter |
above $ 0.450 | 50.0% | 50.0% |
The table above assumes that the Partnerships general partner maintains its 2.0% general partner interest, that there are no arrearages on common units and the general partner continues to own the IDRs. The maximum distribution sharing percentage of 50.0% includes distributions paid to the general partner on its 2.0% general partner interest and does not include any distributions that the general partner may receive on common units that it owns or may acquire.
4. EQUITY AND PARTNERS CAPITAL
Equity offerings. The Partnership completed the following public equity offerings during 2009, 2010 and 2011:
thousands except unit and per-unit amounts |
Common Units Issued (2) |
GP Units Issued (3) |
Price Per Unit |
Underwriting Discount and Other Offering Expenses |
Net Proceeds |
|||||||||||||||
December 2009 equity offering |
6,900,000 | 140,817 | $ | 18.20 | $ | 5,500 | $ | 122,539 | ||||||||||||
May 2010 equity offering (1) |
4,558,700 | 93,035 | 22.25 | 4,427 | 99,074 | |||||||||||||||
November 2010 equity offering |
8,415,000 | 171,734 | 29.92 | 10,325 | 246,729 | |||||||||||||||
March 2011 equity offering |
3,852,813 | 78,629 | 35.15 | 5,621 | 132,569 | |||||||||||||||
September 2011 equity offering |
5,750,000 | 117,347 | 35.86 | 7,655 | 202,748 |
(1) | Refers collectively to the May 2010 equity offering issuance, and the June 2010 exercise of the underwriters over-allotment option. |
(2) | Includes the issuance of 900,000 common units, 558,700 common units, 915,000 common units, 302,813 common units and 750,000 common units pursuant to the exercise, in full or in part, of the underwriters over-allotment options granted in connection with the December 2009, May 2010, November 2010, March 2011 and September 2011 equity offerings, respectively. |
(3) | Represents general partner units issued to the general partner in exchange for the general partners proportionate capital contribution to maintain its 2.0% interest. |
19
WESTERN GAS PARTNERS, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. EQUITY AND PARTNERS CAPITAL (CONTINUED)
Common and general partner units. The Partnerships common units are listed on the New York Stock Exchange under the symbol WES.
Conversion of subordinated units. From its inception through June 30, 2011, the Partnership paid equal distributions per unit on common, subordinated and general partner units. Upon payment of the cash distribution for the second quarter of 2011, the financial requirements for the conversion of all subordinated units were satisfied. As a result, the 26,536,306 subordinated units were converted on August 15, 2011, on a one-for-one basis, into common units. For purposes of calculating net income per common and subordinated unit, the conversion of the subordinated units is deemed to have occurred on July 1, 2011. The Partnerships net income was allocated to the general partner and the limited partners, including the holders of the subordinated units, through June 30, 2011, in accordance with their respective ownership percentages. The conversion does not impact the amount of the cash distribution paid or the total number of the Partnerships outstanding units representing limited partner interests.
Anadarko holdings of Partnership equity. As of December 31, 2011, Anadarko held 1,839,613 general partner units representing a 2.0% general partner interest in the Partnership, 39,789,221 common units representing a 43.3% limited partner interest, and 100% of the Partnerships IDRs. The public held 50,351,778 common units, representing a 54.7% interest in the Partnership. Refer to Note 2 for information related to the common and general partner units issued in conjunction with the MGR acquisition.
The Partnerships net income for periods including and subsequent to the acquisition of the Partnership assets (as defined in Note 2), is allocated to the general partner and the limited partners in accordance with their respective ownership percentages (see Note 1).
Basic and diluted net income per common unit is calculated by dividing the limited partners interest in net income by the weighted average number of common units outstanding during the period. The common units issued in connection with acquisitions and equity offerings are included on a weighted-average basis for periods they were outstanding.
The following table illustrates the Partnerships calculation of net income per unit for common and subordinated units:
Year Ended December 31, | ||||||||||||
thousands except per-unit amounts | 2011 | 2010 | 2009 | |||||||||
Net income attributable to Western Gas Partners, LP |
$ | 174,243 | $ | 146,192 | $ | 116,235 | ||||||
Pre-acquisition net (income) loss allocated to Parent |
(34,084 | ) | (32,061 | ) | (44,827 | ) | ||||||
General partner interest in net (income) loss |
(8,599 | ) | (3,067 | ) | (1,428 | ) | ||||||
|
|
|
|
|
|
|||||||
Limited partners interest in net income |
$ | 131,560 | $ | 111,064 | $ | 69,980 | ||||||
|
|
|
|
|
|
|||||||
Net income allocable to common units |
$ | 110,542 | $ | 68,410 | $ | 37,035 | ||||||
Net income allocable to subordinated units |
21,018 | 42,654 | 32,945 | |||||||||
|
|
|
|
|
|
|||||||
Limited partners interest in net income |
$ | 131,560 | $ | 111,064 | $ | 69,980 | ||||||
|
|
|
|
|
|
|||||||
Net income per unit basic and diluted |
||||||||||||
Common units |
$ | 1.64 | $ | 1.66 | $ | 1.25 | ||||||
Subordinated units |
$ | 1.28 | $ | 1.61 | $ | 1.24 | ||||||
Weighted average units outstanding basic and diluted |
||||||||||||
Common units |
67,333 | 41,287 | 29,684 | |||||||||
Subordinated units |
16,431 | 26,536 | 26,536 |
20
WESTERN GAS PARTNERS, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. TRANSACTIONS WITH AFFILIATES
Affiliate transactions. Revenues from affiliates include amounts earned by the Partnership from services provided to Anadarko as well as from the sale of residue gas, condensate and NGLs to Anadarko. In addition, the Partnership purchases natural gas from an affiliate of Anadarko pursuant to gas purchase agreements. Operating and maintenance expense includes amounts accrued for or paid to affiliates for the operation of the Partnership assets, whether in providing services to affiliates or to third parties, including field labor, measurement and analysis, and other disbursements. A portion of the Partnerships general and administrative expenses is paid by Anadarko, which results in affiliate transactions pursuant to the reimbursement provisions of the omnibus agreement. Affiliate expenses do not inherently bear a direct relationship to affiliate revenues, and third-party expenses do not necessarily bear a direct relationship to third-party revenues. See Note 2 for further information related to contributions of assets to the Partnership by Anadarko.
Cash management. Anadarko operates a cash management system whereby excess cash from most of its subsidiaries, held in separate bank accounts, is generally swept to centralized accounts. Prior to the Partnerships acquisitions of the Partnership assets, third-party sales and purchases related to such assets were received or paid in cash by Anadarko within its centralized cash management system. Anadarko charged or credited the Partnership interest at a variable rate on outstanding affiliate balances for the periods these balances remained outstanding. The outstanding affiliate balances were entirely settled through an adjustment to parent net investment in connection with the acquisition of the Partnership assets. Subsequent to the acquisition of the Partnership assets, transactions related to such assets are cash settled directly with third parties and with Anadarko affiliates, and affiliate-based interest expense on current intercompany balances is not charged, except for Chipeta, which cash settles transactions directly with third parties and with Anadarko.
Note receivable from and note payable to Anadarko. Concurrent with the closing of the Partnerships May 2008 initial public offering, the Partnership loaned $260.0 million to Anadarko in exchange for a 30-year note bearing interest at a fixed annual rate of 6.50%, payable quarterly. The fair value of the note receivable from Anadarko was approximately $303.7 million and $258.9 million at December 31, 2011 and 2010, respectively. The fair value of the note reflects consideration of credit risk and any premium or discount for the differential between the stated interest rate and quarter-end market interest rate, based on quoted market prices of similar debt instruments.
In December 2008, the Partnership entered into a term loan agreement with Anadarko, discussed further in Note 10.
Commodity price swap agreements. The Partnership has commodity price swap agreements with Anadarko to mitigate exposure to commodity price volatility that would otherwise be present as a result of the purchase and sale of natural gas, condensate or NGLs. Notional volumes for each of the swap agreements are not specifically defined; instead, the commodity price swap agreements apply to the actual volume of natural gas, condensate and NGLs purchased and sold at the Hilight, Hugoton, Newcastle, Granger and Wattenberg assets, with various expiration dates through September 2015. In December 2011, the Partnership extended the commodity price swap agreements for the Hilight and Newcastle assets through December 2013. The commodity price swap agreements do not satisfy the definition of a derivative financial instrument and, therefore, are not required to be measured at fair value. See Note 12 for commodity price swap agreements entered into in December 2011, related to the MGR acquisition, with forward-starting effective dates beginning January 2012.
21
WESTERN GAS PARTNERS, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. TRANSACTIONS WITH AFFILIATES (CONTINUED)
Below is a summary of the fixed price ranges on the Partnerships commodity price swap agreements outstanding as of December 31, 2011:
Year Ended December 31, | ||||||||||||||||
per barrel except natural gas | 2012 | 2013 | 2014 | 2015 | ||||||||||||
Ethane |
$ | 18.21 29.78 | $ | 18.32 30.10 | $ | 18.36 30.53 | $ | 18.41 | ||||||||
Propane |
$ | 45.23 53.28 | $ | 45.90 55.84 | $ | 46.47 52.37 | $ | 47.08 | ||||||||
Isobutane |
$ | 57.50 67.22 | $ | 60.44 68.11 | $ | 61.24 69.23 | $ | 62.09 | ||||||||
Normal butane |
$ | 52.40 62.92 | $ | 53.20 66.37 | $ | 53.89 64.78 | $ | 54.62 | ||||||||
Natural gasoline |
$ | 69.77 85.15 | $ | 70.89 92.23 | $ | 71.85 79.74 | $ | 72.88 | ||||||||
Condensate |
$ | 72.73 78.52 | $ | 74.04 83.93 | $ | 75.22 79.56 | $ | 76.47 78.61 | ||||||||
Natural gas (per MMbtu) |
$ | 4.15 5.97 | $ | 3.75 6.09 | $ | 5.32 6.20 | $ | 5.50 5.96 |
The following table summarizes realized gains and losses on commodity price swap agreements:
Year Ended December 31, | ||||||||||||
thousands | 2011 | 2010 | 2009 | |||||||||
Gains (losses) on commodity price swap agreements related to sales: (1) |
||||||||||||
Natural gas sales |
$ | 33,845 | $ | 20,200 | $ | 18,446 | ||||||
Natural gas liquids sales |
(36,802 | ) | 2,953 | 2,196 | ||||||||
|
|
|
|
|
|
|||||||
Total |
(2,957 | ) | 23,153 | 20,642 | ||||||||
Losses on commodity price swap agreements related to purchases (2) |
(27,234 | ) | (23,344 | ) | (16,538 | ) | ||||||
|
|
|
|
|
|
|||||||
Net gains (losses) on commodity price swap agreements |
$ | (30,191 | ) | $ | (191 | ) | $ | 4,104 | ||||
|
|
|
|
|
|
(1) | Reported in natural gas, NGLs and condensate sales in the Partnerships consolidated statements of income in the period in which the related sale is recorded. |
(2) | Reported in cost of product in the Partnerships consolidated statements of income in the period in which the related purchase is recorded. |
Gas gathering and processing agreements. The Partnership has significant gas gathering and processing arrangements with affiliates of Anadarko on a majority of its systems. Approximately 75%, 73% and 76% of the Partnerships gathering, transportation and treating throughput for the years ended December 31, 2011, 2010 and 2009, respectively, was attributable to natural gas production owned or controlled by Anadarko. Approximately 64%, 66% and 58% of the Partnerships processing throughput for the years ended December 31, 2011, 2010 and 2009, respectively, was attributable to natural gas production owned or controlled by Anadarko.
In connection with the MGR acquisition, the Partnership entered into 10-year, fee-based gathering and processing agreements with Anadarko effective December 1, 2011, for all affiliate throughput on the MGR assets.
Gas purchase and sale agreements. The Partnership sells substantially all of its natural gas, NGLs, and condensate to Anadarko Energy Services Company (AESC), Anadarkos marketing affiliate. In addition, the Partnership purchases natural gas from AESC pursuant to gas purchase agreements. The Partnerships gas purchase and sale agreements with AESC are generally one-year contracts, subject to annual renewal.
22
WESTERN GAS PARTNERS, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. TRANSACTIONS WITH AFFILIATES (CONTINUED)
Omnibus agreement. Pursuant to the omnibus agreement, Anadarko and the general partner perform centralized corporate functions for the Partnership, such as legal; accounting; treasury; cash management; investor relations; insurance administration and claims processing; risk management; health, safety and environmental; information technology; human resources; credit; payroll; internal audit; tax; marketing; and midstream administration. The Partnerships reimbursement to Anadarko for certain general and administrative expenses allocated to the Partnership was capped at $9.0 million and $6.9 million for the years ended December 31, 2010 and 2009, respectively. The cap under the omnibus agreement expired on December 31, 2010. Expenses in excess of the cap for the years ended December 31, 2010 and 2009, were recorded as capital contributions from Anadarko and did not impact the Partnerships cash flows. For the year ended December 31, 2011, and thereafter, Anadarko, in accordance with the partnership and omnibus agreements, determined, in its reasonable discretion, amounts to be allocated to the Partnership in exchange for services provided under the omnibus agreement. Such amount was $19.5 million for the year ended December 31, 2011, comprised of $11.8 million of allocated general and administrative expenses and $7.7 million of public company expenses. The Partnership also incurred $8.0 million and $7.5 million in public company expenses not subject to the cap previously contained in the omnibus agreement, excluding equity-based compensation, during the years ended December 31, 2010 and 2009, respectively. See Summary of affiliate transactions below.
Services and secondment agreement. Pursuant to the services and secondment agreement, 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. Pursuant to the services and secondment agreement, the Partnership reimburses Anadarko for services provided by the seconded employees. The initial term of the services and secondment agreement extends through May 2018 and the term will automatically extend for additional twelve-month periods unless either party provides 180 days written notice of termination before the applicable twelve-month period expires. The consolidated financial statements of the Partnership include costs allocated by Anadarko pursuant to the services and secondment agreement for periods including and subsequent to the Partnerships acquisition of the Partnership assets.
Tax sharing agreement. Pursuant to a tax sharing agreement, the Partnership reimburses Anadarko for the Partnerships estimated share of taxes from all forms of taxation, excluding taxes imposed by the United States, borne by Anadarko on behalf of the Partnership as a result of the Partnerships results being included in a combined or consolidated tax return filed by Anadarko with respect to periods including and subsequent to the Partnerships acquisition of the Partnership assets. Anadarko may use its tax attributes to cause its combined or consolidated group, of which the Partnership may be a member for this purpose, to owe no tax. Nevertheless, the Partnership is required to reimburse Anadarko for its estimated share of taxes the Partnership would have owed had the attributes not been available or used for the Partnerships benefit, regardless of whether Anadarko pays taxes for the period.
Allocation of costs. Prior to the Partnerships acquisition of the Partnership assets, the consolidated financial statements of the Partnership include costs allocated by Anadarko in the form of a management services fee, which approximated the general and administrative costs incurred by Anadarko attributable to the Partnership assets. This management services fee was allocated to the Partnership based on its proportionate share of Anadarkos assets and revenues or other contractual arrangements. Management believes these allocation methodologies are reasonable.
The employees supporting the Partnerships operations are employees of Anadarko. Anadarko charges the Partnership its allocated share of personnel costs, including costs associated with Anadarkos equity-based compensation plans, non-contributory defined pension and postretirement plans and defined contribution savings plan, through the management services fee or pursuant to the omnibus agreement and services and secondment agreement described above. In general, the Partnerships reimbursement to Anadarko under the omnibus agreement or services and secondment agreements is either (i) on an actual basis for direct expenses Anadarko and the general partner incur on behalf of the Partnership, or (ii) based on an allocation of salaries and related employee benefits between the Partnership, the general partner and Anadarko based on estimates of time spent on each entitys business and affairs. The vast majority of direct general and administrative expenses charged to the Partnership by Anadarko are attributed to the Partnership on an actual basis, excluding any mark-up or subsidy charged or received by Anadarko. With respect to allocated costs, management believes the allocation method employed by Anadarko is reasonable. While it is not practicable to determine what these direct and allocated costs would be on a stand-alone basis if the Partnership were to directly obtain these services, management believes these costs would be substantially the same.
23
WESTERN GAS PARTNERS, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. TRANSACTIONS WITH AFFILIATES (CONTINUED)
Long-term incentive plan. The general partner awarded phantom units under the LTIP primarily to (i) the general partners Chief Executive Officer and (ii) independent directors in 2011, and primarily to independent directors in 2010 and 2009. The phantom units awarded to the independent directors vest one year from the grant date, while all other awards are subject to graded vesting over a three-year service period. Compensation expense attributable to the phantom units granted under the LTIP is recognized entirely by the Partnership over the vesting period and was approximately $0.3 million, $0.3 million and $0.4 million for the years ended December 31, 2011, 2010 and 2009, respectively. As of December 31, 2011, there was $0.6 million of unrecognized compensation expense attributable to the LTIP, of which $0.5 million will be allocated to the Partnership, and is expected to be recognized over a weighted-average period of 2.3 years.
The following table summarizes LTIP award activity for the years ended December 31, 2011, 2010 and 2009:
2011 | 2010 | 2009 | ||||||||||||||||||||||
Weighted- | Weighted- | Weighted- | ||||||||||||||||||||||
Average | Average | Average | ||||||||||||||||||||||
Grant-Date | Grant-Date | Grant-Date | ||||||||||||||||||||||
Fair Value | Units | Fair Value | Units | Fair Value | Units | |||||||||||||||||||
Phantom units outstanding at beginning of year |
$ | 20.19 | 17,503 | $ | 15.02 | 21,970 | $ | 16.50 | 30,304 | |||||||||||||||
Vested |
$ | 20.51 | (15,119 | ) | $ | 15.02 | (19,751 | ) | $ | 16.50 | (30,304 | ) | ||||||||||||
Granted |
$ | 35.66 | 21,594 | $ | 20.94 | 15,284 | $ | 15.02 | 21,970 | |||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Phantom units outstanding at end of year |
$ | 33.92 | 23,978 | $ | 20.19 | 17,503 | $ | 15.02 | 21,970 | |||||||||||||||
|
|
|
|
|
|
Equity incentive plan and Anadarko incentive plans. The Partnerships general and administrative expenses include equity-based compensation costs allocated by Anadarko to the Partnership for grants made pursuant to the Incentive Plan as well as the Anadarko Incentive Plans. The Partnerships general and administrative expense for the years ended December 31, 2011, 2010 and 2009 included approximately $13.9 million, $5.4 million and $4.1 million, respectively, of allocated equity-based compensation expense for grants made pursuant to the Incentive Plan and Anadarko Incentive Plans. A portion of these expenses are allocated to the Partnership by Anadarko as a component of compensation expense for the executive officers of the Partnerships general partner and other employees pursuant to the omnibus agreement and employees who provide services to the Partnership pursuant to the services and secondment agreement. These amounts exclude compensation expense associated with the LTIP.
As of December 31, 2011, the Partnership estimates that $5.5 million of unrecognized compensation expense attributable to the Incentive Plan will be allocated to the Partnership over a weighted-average period of 1.4 years. In addition, the Partnership estimates that $3.7 million of unrecognized compensation expense attributable to the Anadarko Incentive Plans, excluding performance-based awards, will be allocated to the Partnership over a weighted-average period of 2.0 years. As of December 31, 2011, the compensation cost related to performance-based awards under the Anadarko Incentive Plans that could be allocated to the Partnership during the next three years is approximately $0.1 million.
Equipment purchase and sale. In September 2010, the Partnership sold idle compressors with a net carrying value of $2.6 million to Anadarko for $2.8 million in cash. The gain on the sale was recorded as an adjustment to Partners capital. In November 2010, the Partnership purchased compressors with a net carrying value of $0.4 million from Anadarko for $0.4 million in cash.
In November 2011, the Partnership purchased equipment with a net carrying value of $2.0 million from Anadarko for $3.8 million in cash, with the difference recorded as an adjustment to Partners capital.
24
WESTERN GAS PARTNERS, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. TRANSACTIONS WITH AFFILIATES (CONTINUED)
Summary of affiliate transactions. Affiliate transactions include revenue from affiliates, reimbursement of operating expenses and purchases of natural gas. The following table summarizes affiliate transactions, including transactions with Anadarko, its affiliates and the general partner:
Year Ended December 31, | ||||||||||||
thousands | 2011 | 2010 | 2009 | |||||||||
Revenues (1) |
$ | 648,997 | $ | 571,628 | $ | 521,850 | ||||||
Cost of product (1) |
83,722 | 95,667 | 94,999 | |||||||||
Operation and maintenance (2) |
51,339 | 46,379 | 41,444 | |||||||||
General and administrative (3) |
31,855 | 23,807 | 27,408 | |||||||||
|
|
|
|
|
|
|||||||
Operating expenses |
166,916 | 165,853 | 163,851 | |||||||||
Interest income, net (4) |
28,560 | 20,243 | 20,717 | |||||||||
Interest expense (5) |
4,935 | 6,924 | 9,096 | |||||||||
Distributions to unitholders (6) |
68,039 | 52,337 | 44,450 | |||||||||
Contributions from noncontrolling interest owners |
16,476 | 2,019 | 34,011 | |||||||||
Distributions to noncontrolling interest owners |
9,437 | 6,476 | 5,410 |
(1) | Represents amounts recognized under gathering, treating or processing agreements, and purchase and sale agreements. |
(2) | Represents expenses incurred under the services and secondment agreement, as applicable. |
(3) | Represents general and administrative expense incurred under the omnibus agreement, as applicable. |
(4) | Represents interest income recognized on the note receivable from Anadarko. This line item also includes interest income, net on affiliate balances related to the MGR assets, Bison assets, White Cliffs investment and Wattenberg assets for periods prior to the acquisition of such assets. Beginning December 7, 2011, Anadarko discontinued charging interest on intercompany balances. The outstanding affiliate balances on the Partnership assets prior to their acquisition were entirely settled through an adjustment to parent net equity. |
(5) | Represents interest expense recognized on the note payable to Anadarko. |
(6) | Represents distributions paid under the partnership agreement. |
Concentration of credit risk. Anadarko was the only customer from whom revenues exceeded 10% of the Partnerships consolidated revenues for all periods presented on the Partnerships consolidated statements of income.
6. INCOME TAXES
The components of the Partnerships income tax expense (benefit) are as follows:
Year Ended December 31, | ||||||||||||
thousands | 2011 | 2010 | 2009 | |||||||||
Current income tax expense (benefit) |
||||||||||||
Federal income tax expense (benefit) |
$ | 15,890 | $ | 10,580 | $ | 20,253 | ||||||
State income tax expense |
524 | 1,534 | 1,856 | |||||||||
|
|
|
|
|
|
|||||||
Total current income tax expense (benefit) |
16,414 | 12,114 | 22,109 | |||||||||
|
|
|
|
|
|
|||||||
Deferred income tax expense (benefit) |
||||||||||||
Federal income tax expense (benefit) |
2,464 | 9,709 | 696 | |||||||||
State income tax expense (benefit) |
140 | (121 | ) | (646 | ) | |||||||
|
|
|
|
|
|
|||||||
Total deferred income tax expense (benefit) |
2,604 | 9,588 | 50 | |||||||||
|
|
|
|
|
|
|||||||
Total income tax expense |
$ | 19,018 | $ | 21,702 | $ | 22,159 | ||||||
|
|
|
|
|
|
25
WESTERN GAS PARTNERS, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. INCOME TAXES (CONTINUED)
Total income taxes differed from the amounts computed by applying the statutory income tax rate to income before income taxes. The sources of these differences are as follows:
Year Ended December 31, | ||||||||||||
thousands except percentages | 2011 | 2010 | 2009 | |||||||||
Income before income taxes |
$ | 207,364 | $ | 178,899 | $ | 148,654 | ||||||
Statutory tax rate |
0% | 0% | 0% | |||||||||
|
|
|
|
|
|
|||||||
Tax computed at statutory rate |
$ | | $ | | $ | | ||||||
Adjustments resulting from: |
||||||||||||
Federal taxes on income attributable to Partnership assets pre-acquisition |
18,354 | 20,678 | 21,407 | |||||||||
State taxes on income attributable to Partnership assets pre-acquisition |
||||||||||||
(net of federal benefit) |
| 724 | 852 | |||||||||
Texas margin tax expense (benefit) |
664 | 300 | (100 | ) | ||||||||
|
|
|
|
|
|
|||||||
Income tax expense |
$ | 19,018 | $ | 21,702 | $ | 22,159 | ||||||
|
|
|
|
|
|
|||||||
Effective tax rate |
9% | 12% | 15% |
The tax effects of temporary differences that give rise to significant portions of deferred tax assets (liabilities) are as follows:
December 31, | ||||||||
thousands | 2011 | 2010 | ||||||
Credit carryforwards |
$ | 14 | $ | 14 | ||||
Other |
| 2 | ||||||
|
|
|
|
|||||
Net current deferred income tax assets |
14 | 16 | ||||||
|
|
|
|
|||||
Depreciable property |
(83,566 | ) | (100,889 | ) | ||||
Partnership basis |
(24,481 | ) | (26,320 | ) | ||||
Credit carryforwards |
556 | 570 | ||||||
Other |
114 | (207 | ) | |||||
|
|
|
|
|||||
Net long-term deferred income tax liabilities |
(107,377 | ) | (126,846 | ) | ||||
|
|
|
|
|||||
Total net deferred income tax liabilities |
$ | (107,363 | ) | $ | (126,830 | ) | ||
|
|
|
|
Credit carryforwards, which are available for utilization on future income tax returns, consist of $0.6 million of state income tax credits that expire in 2026.
26
WESTERN GAS PARTNERS, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. PROPERTY, PLANT AND EQUIPMENT
A summary of the historical cost of the Partnerships property, plant and equipment is as follows:
Estimated | December 31, | |||||||||||
thousands | Useful Life | 2011 | 2010 | |||||||||
Land |
n/a | $ | 364 | $ | 364 | |||||||
Gathering systems |
5 to 47 years | 2,437,152 | 2,102,219 | |||||||||
Pipelines and equipment |
15 to 45 years | 90,883 | 89,778 | |||||||||
Assets under construction |
n/a | 104,687 | 44,388 | |||||||||
Other |
3 to 25 years | 4,927 | 3,059 | |||||||||
|
|
|
|
|||||||||
Total property, plant and equipment |
2,638,013 | 2,239,808 | ||||||||||
Accumulated depreciation |
585,789 | 486,046 | ||||||||||
|
|
|
|
|||||||||
Net property, plant and equipment |
$ | 2,052,224 | $ | 1,753,762 | ||||||||
|
|
|
|
The cost of property classified as Assets under construction is excluded from capitalized costs being depreciated. These amounts represent property that is not yet suitable to be placed into productive service as of the respective balance sheet date. In addition, property, plant and equipment cost, as well as third-party accrued liability balances in the Partnerships consolidated balance sheets include $15.0 million and $9.6 million of accrued capital as of December 31, 2011 and 2010, respectively, representing estimated capital expenditures for which invoices had not yet been processed.
8. OTHER INTANGIBLE ASSETS
The intangible asset balance in the Partnerships consolidated balance sheets represents the fair value, net of amortization, related to the contracts assumed by the Partnership in connection with the Platte Valley acquisition in February 2011, which dedicate certain customers field production to the acquired gathering and processing system. These long-term contracts provide an extended commercial relationship with the existing customers whereby the Partnership will have the opportunity to gather and process future production from the customers acreage. These contracts are generally limited, however, by the quantity and production life of the underlying natural gas resource base.
At December 31, 2011, the carrying value of the Partnerships customer relationship intangible assets was $52.9 million, net of $0.9 million of accumulated amortization, and was included in goodwill and other intangible assets in the Partnerships consolidated balance sheets. Customer relationships are amortized on a straight-line basis over 50 years, which is the estimated productive life of the reserves covered by the underlying acreage ultimately expected to be produced and gathered or processed through the Partnerships assets subject to current contractual arrangements. No intangible asset impairment has been recognized in connection with these assets (see Note 1).
Estimated future amortization for these intangible assets over the next five years is as follows:
thousands | Future Amortization |
|||
2012 |
$ | 1,075 | ||
2013 |
1,075 | |||
2014 |
1,075 | |||
2015 |
1,075 | |||
2016 |
1,075 |
27
WESTERN GAS PARTNERS, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
9. ASSET RETIREMENT OBLIGATIONS
The following table provides a summary of changes in asset retirement obligations:
Year Ended December 31, | ||||||||
thousands | 2011 | 2010 | ||||||
Carrying amount of asset retirement obligations at beginning of year |
$ | 44,777 | $ | 55,862 | ||||
Liabilities incurred |
15,390 | 800 | ||||||
Liabilities settled |
| (104 | ) | |||||
Accretion expense |
3,781 | 3,740 | ||||||
Revisions in estimated liabilities |
(679 | ) | (15,521 | ) | ||||
|
|
|
|
|||||
Carrying amount of asset retirement obligations at end of year |
$ | 63,269 | $ | 44,777 | ||||
|
|
|
|
The increase in asset retirement obligations for the year ended December 31, 2011, is primarily a result of the liabilities incurred in connection with the acquisition of the Platte Valley assets (see Note 2). Revisions in estimates for the year ended December 31, 2010, related primarily to a decrease in the inflation rate.
10. DEBT AND INTEREST EXPENSE
The following table presents the Partnerships outstanding debt as of December 31, 2011 and 2010:
December 31, 2011 | December 31, 2010 | |||||||||||||||||||||||
thousands | Principal | Carrying Value |
Fair Value |
Principal | Carrying Value |
Fair Value |
||||||||||||||||||
Revolving credit facility |
$ | | $ | | $ | | $ | 49,000 | $ | 49,000 | $ | 49,000 | ||||||||||||
5.375% Senior Notes due 2021 |
500,000 | 494,178 | 499,950 | | | | ||||||||||||||||||
Wattenberg term loan |
| | | 250,000 | 250,000 | 250,000 | ||||||||||||||||||
Note payable to Anadarko |
175,000 | 175,000 | 174,528 | 175,000 | 175,000 | 168,116 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total debt outstanding (1) |
$ | 675,000 | $ | 669,178 | $ | 674,478 | $ | 474,000 | $ | 474,000 | $ | 467,116 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
(1) | The Partnerships consolidated balance sheets include accrued interest expense of $2.7 million and $1.3 million as of December 31, 2011 and 2010, respectively, which is included in accrued liabilities. |
28
WESTERN GAS PARTNERS, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
10. DEBT AND INTEREST EXPENSE (CONTINUED)
Debt activity. The following table presents the debt activity of the Partnership for the years ended December 31, 2011 and 2010:
thousands | Carrying Value | |||
Balance as of December 31, 2009 |
$ | 175,000 | ||
Revolving credit facility borrowings |
410,000 | |||
Repayment of revolving credit facility |
(361,000 | ) | ||
Revolving credit facility borrowings Swingline |
10,000 | |||
Repayment of revolving credit facility Swingline |
(10,000 | ) | ||
Issuance of Wattenberg term loan |
250,000 | |||
|
|
|||
Balance as of December 31, 2010 |
$ | 474,000 | ||
Revolving credit facility borrowings |
570,000 | |||
Repayment of revolving credit facility |
(619,000 | ) | ||
Repayment of Wattenberg term loan |
(250,000 | ) | ||
Revolving credit facility borrowings Swingline |
30,000 | |||
Repayment of revolving credit facility Swingline |
(30,000 | ) | ||
Issuance of 5.375% Senior Notes due 2021 |
500,000 | |||
Other and changes in debt discount |
(5,822 | ) | ||
|
|
|||
Balance as of December 31, 2011 |
$ | 669,178 | ||
|
|
5.375% Senior Notes due 2021. In May 2011, the Partnership completed the offering of $500.0 million aggregate principal amount of 5.375% Senior Notes due 2021 (the Notes) at a price to the public of 98.778% of the face amount of the Notes. Including the effects of the issuance and underwriting discounts, the effective interest rate is 5.648%. Interest on the Notes is paid semi-annually on June 1 and December 1 of each year, with payments commencing on December 1, 2011. Proceeds from the offering of the Notes (net of the underwriting discount of $3.3 million and debt issuance costs) were used to repay the then-outstanding balance on the Partnerships revolving credit facility, with the remainder used for general partnership purposes.
The Notes mature on June 1, 2021, unless redeemed at a redemption price that includes a make-whole premium. The Partnership may redeem the Notes in whole or in part, at any time before March 1, 2021, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on such Notes (exclusive of interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the indenture governing the Notes) plus 40 basis points, plus, in either case, accrued and unpaid interest, if any, on the principal amount being redeemed to such redemption date. On or after March 1, 2021, the Notes will be redeemable and repayable, at any time in whole, or from time to time in part, at a price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued interest on the Notes to be redeemed to the date of redemption.
The Notes are fully and unconditionally guaranteed on a senior unsecured basis by each of the Partnerships wholly owned subsidiaries (the Subsidiary Guarantors). The Subsidiary Guarantors guarantees will be released if the Subsidiary Guarantors are released from their obligations under the Partnerships revolving credit facility. See Note 13 for the condensed financial statements of the Subsidiary Guarantors.
The Notes indenture contains customary events of default including, among others, (i) default in any payment of interest on any debt securities when due that continues for 30 days; (ii) default in payment, when due, of principal of or premium, if any, on the Notes at maturity; and (iii) certain events of bankruptcy or insolvency with respect to the Partnership. The indenture governing the Notes also contains covenants that limit, among other things, the ability of the Partnership and the Subsidiary Guarantors to (i) create liens on their principal properties; (ii) engage in sale and leaseback transactions; and (iii) merge or consolidate with another entity or sell, lease or transfer substantially all of their properties or assets to another entity. At December 31, 2011, the Partnership was in compliance with all covenants under the Notes.
29
WESTERN GAS PARTNERS, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
10. DEBT AND INTEREST EXPENSE (CONTINUED)
Note payable to Anadarko. In December 2008, the Partnership entered into a five-year $175.0 million term loan agreement with Anadarko. The interest rate was fixed at 4.00% until November 2010. The term loan agreement was amended in December 2010 to fix the interest rate at 2.82% through maturity in 2013. The Partnership has the option, at any time, to repay the outstanding principal amount in whole or in part.
The provisions of the five-year term loan agreement contain customary events of default, including (i) non-payment of principal when due or non-payment of interest or other amounts within three business days of when due, (ii) certain events of bankruptcy or insolvency with respect to the Partnership and (iii) a change of control. At December 31, 2011, the Partnership was in compliance with all covenants under this agreement.
Revolving credit facility. In March 2011, the Partnership entered into an amended and restated $800.0 million senior unsecured revolving credit facility (the RCF) and borrowed $250.0 million under the RCF to repay the Wattenberg term loan (described below). The RCF amended and restated the Partnerships $450.0 million credit facility, which was originally entered into in October 2009. The RCF matures in March 2016 and bears interest at London Interbank Offered Rate (LIBOR) plus applicable margins currently ranging from 1.30% to 1.90%, or an alternate base rate equal to the greatest of (a) the Prime Rate, (b) the Federal Funds Effective Rate plus 0.5%, or (c) LIBOR plus 1%, plus applicable margins currently ranging from 0.30% to 0.90%. The interest rate was 1.80% and 3.26% at December 31, 2011 and 2010, respectively. The Partnership is required to pay a quarterly facility fee currently ranging from 0.20% to 0.35% of the commitment amount (whether used or unused), based upon the Partnerships senior unsecured debt rating. The facility fee rate was 0.25% and 0.50% at December 31, 2011 and 2010, respectively.
The RCF contains covenants that limit, among other things, the ability of the Partnership and certain of its subsidiaries to incur additional indebtedness, grant certain liens, merge, consolidate or allow any material change in the character of its business, sell all or substantially all of the Partnerships assets, make certain transfers, enter into certain affiliate transactions, make distributions or other payments other than distributions of available cash under certain conditions and use proceeds other than for partnership purposes. The RCF also contains various customary covenants, customary events of default and certain financial tests as of the end of each quarter, including a maximum consolidated leverage ratio (which is defined as the ratio of consolidated indebtedness as of the last day of a fiscal quarter to Consolidated Earnings Before Interest, Taxes, Depreciation and Amortization (Consolidated EBITDA) for the most recent four consecutive fiscal quarters ending on such day) of 5.0 to 1.0, or a consolidated leverage ratio of 5.5 to 1.0 with respect to quarters ending in the 270-day period immediately following certain acquisitions, and a minimum consolidated interest coverage ratio (which is defined as the ratio of Consolidated EBITDA for the most recent four consecutive fiscal quarters to consolidated interest expense for such period) of 2.0 to 1.0.
All amounts due under the RCF are unconditionally guaranteed by the Partnerships wholly owned subsidiaries. The Partnership will no longer be required to comply with the minimum consolidated interest coverage ratio, as well as the subsidiary guarantees and certain of the aforementioned covenants, if the Partnership obtains two of the following three ratings: BBB- or better by Standard & Poors, Baa3 or better by Moodys Investors Service, or BBB- or better by Fitch Ratings. At December 31, 2011, the Partnership was in compliance with all covenants under the RCF. As of December 31, 2011, no amounts were outstanding under the RCF, and $800.0 million was available for borrowing. See Note 2 for borrowing activity under the RCF in January 2012, related to the MGR acquisition.
Wattenberg term loan. In connection with the Wattenberg acquisition, in August 2010 the Partnership borrowed $250.0 million under a three-year term loan from a group of banks (Wattenberg term loan). The Wattenberg term loan incurred interest at LIBOR plus a margin ranging from 2.50% to 3.50% depending on the Partnerships consolidated leverage ratio as defined in the Wattenberg term loan agreement. The Partnership repaid the Wattenberg term loan in March 2011 using borrowings from its RCF and recognized $1.3 million of accelerated amortization expense related to its early repayment.
Interest-rate swap agreement. The Partnership entered into a forward-starting interest-rate swap agreement in March 2011 to mitigate the risk of rising interest rates prior to the issuance of the Notes. In May 2011, the Partnership issued the Notes and terminated the swap agreement, realizing a loss of $1.9 million, which is included in other expense, net in the Partnerships consolidated statements of income.
30
WESTERN GAS PARTNERS, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
10. DEBT AND INTEREST EXPENSE (CONTINUED)
Interest expense. The following table summarizes the amounts included in interest expense:
Year Ended December 31, | ||||||||||||
thousands | 2011 | 2010 | 2009 | |||||||||
Third Parties |
||||||||||||
Interest expense on long-term debt |
$ | 20,533 | $ | 8,530 | $ | 304 | ||||||
Amortization of debt issuance costs and commitment fees (1) |
5,297 | 3,340 | 555 | |||||||||
Capitalized interest |
(420 | ) | | | ||||||||
|
|
|
|
|
|
|||||||
Total interest expense third parties |
25,410 | 11,870 | 859 | |||||||||
|
|
|
|
|
|
|||||||
Affiliates |
||||||||||||
Interest expense on notes payable to Anadarko |
4,935 | 6,828 | 8,953 | |||||||||
Credit facility commitment fees |
| 96 | 143 | |||||||||
|
|
|
|
|
|
|||||||
Total interest expense affiliates |
4,935 | 6,924 | 9,096 | |||||||||
|
|
|
|
|
|
|||||||
Interest expense |
$ | 30,345 | $ | 18,794 | $ | 9,955 | ||||||
|
|
|
|
|
|
(1) | For the year ended December 31, 2011, includes $0.5 million of amortization of the original issue discount and underwriters fees related to the Notes. |
11. COMMITMENTS AND CONTINGENCIES
Environmental obligations. The Partnership is subject to various environmental-remediation obligations arising from federal, state and local regulations regarding air and water quality, hazardous and solid waste disposal and other environmental matters. As of December 31, 2011, the Partnerships consolidated balance sheet included a $1.7 million current liability and a $1.6 million long-term liability for remediation and reclamation obligations, included in third-party accrued liabilities and asset retirement obligations and other, respectively. As of December 31, 2010, the Partnerships consolidated balance sheet included a $0.6 million current liability and a $0.9 million long-term liability for remediation and reclamation obligations, included in third-party accrued liabilities and asset retirement obligations and other, respectively. The recorded obligations do not include any anticipated insurance recoveries. Substantially all of the payments related to these obligations are expected to be made over the next five years. Management regularly monitors the remediation and reclamation process and the liabilities recorded and believes the Partnerships environmental obligations are adequate to fund remedial actions to comply with present laws and regulations, and that the ultimate liability for these matters, if any, will not differ materially from recorded amounts nor materially affect the Partnerships overall results of operations, cash flows or financial condition. There can be no assurance, however, that current regulatory requirements will not change, or past non-compliance with environmental issues will not be discovered.
31
WESTERN GAS PARTNERS, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
11. COMMITMENTS AND CONTINGENCIES (CONTINUED)
Litigation and legal proceedings. In March 2011, DCP Midstream LP (DCP) filed a lawsuit against Anadarko and others, including a Partnership subsidiary, Kerr-McGee Gathering LLC, in Weld County District Court (the Court) in Colorado, alleging that Anadarko and its affiliates diverted gas from DCPs gathering and processing facilities in breach of certain dedication agreements. In addition to various claims against Anadarko, DCP is claiming unjust enrichment and other damages against Kerr-McGee Gathering LLC, the entity which holds the Wattenberg assets. Anadarko countersued DCP asserting that DCP has not properly allocated values and charges to Anadarko for the gas that DCP gathers and/or processes, and seeks a judgment that DCP has no valid gathering or processing rights to much of the gas production it is claiming, in addition to other claims. In July 2011, the Court denied the defendants motion to dismiss without ruling on the merits and the case is proceeding to the discovery phase. Management does not believe the outcome of this proceeding will have a material effect on the Partnerships financial condition, results of operations or cash flows. The Partnership intends to vigorously defend this litigation. Furthermore, without regard to the merit of DCPs claims, management believes that the Partnership has adequate contractual indemnities covering the claims against it in this lawsuit.
In addition, from time to time, the Partnership is 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 proceeding for which a final disposition could have a material adverse effect on the Partnerships financial condition, results of operations or cash flows.
Other commitments. The Partnership has short-term payment obligations, or commitments, related to capital spending programs of the Partnership, as well as its unconsolidated affiliates. As of December 31, 2011, the Partnership had unconditional payment obligations for services to be rendered, or products to be delivered in connection with its capital projects of approximately $30.2 million, primarily related to the construction of a second cryogenic train at the Chipeta plant, all of which will be spent in 2012.
Lease commitments. Anadarko, on behalf of the Partnership, has entered into lease agreements for corporate offices, shared field offices and a warehouse supporting the Partnerships operations. The leases for the shared field offices extend through 2018, and the lease for the warehouse extends through March 2012 and includes an early termination clause. The lease for the Partnerships corporate offices expires in January 2012, and during 2011, Anadarko entered into a new agreement for the Partnerships corporate offices that extends through March 2017. Anadarko, on behalf of the Partnership, continues to lease certain other compression equipment under leases expiring through January 2015.
In addition, during 2010, Anadarko and Kerr-McGee Gathering LLC purchased an aggregate $44.5 million of previously leased compression equipment used at the Granger and Wattenberg assets, which terminated the leases and associated lease expense. The purchased compression equipment was contributed to the Partnership pursuant to provisions of the contribution agreements for the Granger and the Wattenberg acquisitions. Rent expense associated with the office, warehouse and equipment leases was approximately $4.1 million, $7.7 million and $10.2 million for the years ended December 31, 2011, 2010 and 2009, respectively.
The amounts in the table below represent existing contractual operating lease obligations as of December 31, 2011, that may be assigned or otherwise charged to the Partnership pursuant to the reimbursement provisions of the omnibus agreement:
thousands | Operating Leases | |||
2012 |
$ | 261 | ||
2013 |
228 | |||
2014 |
168 | |||
2015 |
168 | |||
2016 |
168 | |||
Thereafter |
103 | |||
|
|
|||
Total |
$ | 1,096 | ||
|
|
32
WESTERN GAS PARTNERS, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
12. SUBSEQUENT EVENT
Refer to Note 2 for a description of the MGR acquisition in January 2012. In conjunction with the MGR acquisition, the Partnership entered into commodity price swap agreements with Anadarko that do not contain fixed notional volumes, each effective for one year beginning January 1, 2012, and extending through December 31, 2016. Below is a summary of the fixed prices on the Partnerships commodity price swap agreements for the system:
Year Ended December 31, | ||||||||||||||||||||
per barrel except natural gas | 2012 | 2013 | 2014 | 2015 | 2016 | |||||||||||||||
Ethane |
$ | 26.87 | $ | 25.34 | $ | 24.10 | $ | 23.41 | $ | 23.11 | ||||||||||
Propane |
$ | 57.97 | $ | 55.59 | $ | 53.78 | $ | 52.99 | $ | 52.90 | ||||||||||
Isobutane |
$ | 80.98 | $ | 77.66 | $ | 75.13 | $ | 74.02 | $ | 73.89 | ||||||||||
Normal butane |
$ | 71.15 | $ | 68.24 | $ | 66.01 | $ | 65.04 | $ | 64.93 | ||||||||||
Natural gasoline |
$ | 89.51 | $ | 85.84 | $ | 83.04 | $ | 81.82 | $ | 81.68 | ||||||||||
Condensate |
$ | 89.51 | $ | 85.84 | $ | 83.04 | $ | 81.82 | $ | 81.68 | ||||||||||
Natural gas (per MMbtu) |
$ | 3.62 | $ | 4.17 | $ | 4.45 | $ | 4.66 | $ | 4.87 |
13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
The Partnership may issue an indeterminate amount of common units and various debt securities under its effective shelf registration statement on file with the SEC. The Notes are, and any future debt securities issued under such registration statement may be, guaranteed by the Subsidiary Guarantors. The guarantees are full, unconditional, joint and several. The following condensed consolidating financial information reflects the Partnerships stand-alone accounts, the combined accounts of the Subsidiary Guarantors, the accounts of the Non-Guarantor Subsidiary, consolidating adjustments, and eliminations and the Partnerships consolidated financial information. The condensed consolidating financial information should be read in conjunction with the Partnerships accompanying consolidated financial statements and related notes.
Western Gas Partners, LPs and the Subsidiary Guarantors investment in and equity income from their subsidiaries are presented in accordance with the equity method of accounting in which the equity income from subsidiaries includes the results of operations of the Partnership assets for periods including and subsequent to the Partnerships acquisition of the Partnership assets.
33
WESTERN GAS PARTNERS, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (CONTINUED)
Statement of Income Year Ended December 31, 2011 |
||||||||||||||||||||
thousands | Western Gas Partners, LP |
Subsidiary Guarantors |
Non- Guarantor Subsidiary |
Eliminations | Consolidated | |||||||||||||||
Revenues |
$ | (2,957 | ) | $ | 756,764 | $ | 69,458 | $ | | $ | 823,265 | |||||||||
Operating expenses |
61,009 | 512,374 | 40,689 | | 614,072 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Operating income (loss) |
(63,966 | ) | 244,390 | 28,769 | | 209,193 | ||||||||||||||
Interest income, net affiliates |
16,900 | 11,693 | | (33 | ) | 28,560 | ||||||||||||||
Interest expense |
(30,378 | ) | | | 33 | (30,345 | ) | |||||||||||||
Other income (expense), net |
(1,745 | ) | 1,689 | 12 | | (44 | ) | |||||||||||||
Equity income |
219,349 | 14,678 | | (234,027 | ) | | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income before income taxes |
140,160 | 272,450 | 28,781 | (234,027 | ) | 207,364 | ||||||||||||||
Income tax expense |
| 19,018 | | | 19,018 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income |
140,160 | 253,432 | 28,781 | (234,027 | ) | 188,346 | ||||||||||||||
Net income attributable to noncontrolling interests |
| 14,103 | | | 14,103 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income attributable to Western Gas Partners, LP |
$ | 140,160 | $ | 239,329 | $ | 28,781 | $ | (234,027 | ) | $ | 174,243 | |||||||||
|
|
|
|
|
|
|
|
|
|
Statement of Income Year Ended December 31, 2010 |
||||||||||||||||||||
thousands | Western Gas Partners, LP |
Subsidiary Guarantors |
Non- Guarantor Subsidiary |
Eliminations | Consolidated | |||||||||||||||
Revenues |
$ | 23,153 | $ | 596,033 | $ | 44,088 | $ | | $ | 663,274 | ||||||||||
Operating expenses |
44,593 | 419,058 | 21,635 | | 485,286 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Operating income (loss) |
(21,440 | ) | 176,975 | 22,453 | | 177,988 | ||||||||||||||
Interest income, net affiliates |
16,900 | 3,374 | | (31 | ) | 20,243 | ||||||||||||||
Interest expense |
(18,825 | ) | | | 31 | (18,794 | ) | |||||||||||||
Other income (expense), net |
(2,331 | ) | 1,787 | 6 | | (538 | ) | |||||||||||||
Equity income |
139,613 | 11,454 | | (151,067 | ) | | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income before income taxes |
113,917 | 193,590 | 22,459 | (151,067 | ) | 178,899 | ||||||||||||||
Income tax expense |
| 21,702 | | | 21,702 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income |
113,917 | 171,888 | 22,459 | (151,067 | ) | 157,197 | ||||||||||||||
Net income attributable to noncontrolling interests |
| 11,005 | | | 11,005 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income attributable to Western Gas Partners, LP |
$ | 113,917 | $ | 160,883 | $ | 22,459 | $ | (151,067 | ) | $ | 146,192 | |||||||||
|
|
|
|
|
|
|
|
|
|
34
WESTERN GAS PARTNERS, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (CONTINUED)
Statement of Income Year Ended December 31, 2009 |
||||||||||||||||||||
thousands | Western Gas Partners, LP |
Subsidiary Guarantors |
Non- Guarantor Subsidiary |
Eliminations | Consolidated | |||||||||||||||
Revenues |
$ | 20,642 | $ | 557,115 | $ | 42,007 | $ | | $ | 619,764 | ||||||||||
Operating expenses |
34,602 | 427,820 | 21,078 | | 483,500 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Operating income (loss) |
(13,960 | ) | 129,295 | 20,929 | | 136,264 | ||||||||||||||
Interest income, net affiliates |
16,900 | 3,834 | | (17 | ) | 20,717 | ||||||||||||||
Interest expense |
(9,972 | ) | | | 17 | (9,955 | ) | |||||||||||||
Other income (expense), net |
32 | 1,586 | 10 | | 1,628 | |||||||||||||||
Equity income |
78,408 | 5,138 | | (83,546 | ) | | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income before income taxes |
71,408 | 139,853 | 20,939 | (83,546 | ) | 148,654 | ||||||||||||||
Income tax expense |
| 22,159 | | | 22,159 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income |
71,408 | 117,694 | 20,939 | (83,546 | ) | 126,495 | ||||||||||||||
Net income attributable to noncontrolling interests |
| 10,260 | | | 10,260 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income attributable to Western Gas Partners, LP |
$ | 71,408 | $ | 107,434 | $ | 20,939 | $ | (83,546 | ) | $ | 116,235 | |||||||||
|
|
|
|
|
|
|
|
|
|
35
WESTERN GAS PARTNERS, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (CONTINUED)
Balance Sheet December 31, 2011 |
||||||||||||||||||||
thousands | Western Gas Partners, LP |
Subsidiary Guarantors |
Non- Guarantor Subsidiary |
Eliminations | Consolidated | |||||||||||||||
Current assets |
$ | 207,913 | $ | 110,619 | $ | 25,977 | $ | (88,061 | ) | $ | 256,448 | |||||||||
Note receivable Anadarko |
260,000 | | | | 260,000 | |||||||||||||||
Investment in consolidated subsidiaries |
1,232,245 | 130,396 | | (1,362,641 | ) | | ||||||||||||||
Net property, plant and equipment |
735 | 1,812,275 | 239,214 | | 2,052,224 | |||||||||||||||
Other long-term assets |
8,164 | 260,790 | | | 268,954 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total assets |
$ | 1,709,057 | $ | 2,314,080 | $ | 265,191 | $ | (1,450,702 | ) | $ | 2,837,626 | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Current liabilities |
$ | 95,817 | $ | 56,762 | $ | 12,078 | $ | (88,061 | ) | $ | 76,596 | |||||||||
Long-term debt |
669,178 | | | | 669,178 | |||||||||||||||
Deferred income taxes |
| 107,377 | | | 107,377 | |||||||||||||||
Asset retirement obligations and other |
104 | 64,980 | 2,085 | | 67,169 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total liabilities |
765,099 | 229,119 | 14,163 | (88,061 | ) | 920,320 | ||||||||||||||
Partners capital |
943,958 | 1,964,237 | 251,028 | (1,362,641 | ) | 1,796,582 | ||||||||||||||
Noncontrolling interests |
| 120,724 | | | 120,724 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total liabilities, equity and partners capital |
$ | 1,709,057 | $ | 2,314,080 | $ | 265,191 | $ | (1,450,702 | ) | $ | 2,837,626 | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance Sheet December 31, 2010 |
||||||||||||||||||||
thousands | Western Gas Partners, LP |
Subsidiary Guarantors |
Non- Guarantor Subsidiary |
Eliminations | Consolidated | |||||||||||||||
Current assets |
$ | 24,972 | $ | 209,649 | $ | 10,346 | $ | (200,342 | ) | $ | 44,625 | |||||||||
Note receivable Anadarko |
260,000 | | | | 260,000 | |||||||||||||||
Investment in consolidated subsidiaries |
1,052,073 | 97,018 | | (1,149,091 | ) | | ||||||||||||||
Net property, plant and equipment |
165 | 1,572,383 | 181,214 | | 1,753,762 | |||||||||||||||
Other long-term assets |
2,361 | 202,346 | | | 204,707 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total assets |
$ | 1,339,571 | $ | 2,081,396 | $ | 191,560 | $ | (1,349,433 | ) | $ | 2,263,094 | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Current liabilities |
$ | 201,989 | $ | 47,946 | $ | 2,127 | $ | (200,342 | ) | $ | 51,720 | |||||||||
Long-term debt |
474,000 | | | | 474,000 | |||||||||||||||
Deferred income taxes |
| 126,846 | | | 126,846 | |||||||||||||||
Asset retirement obligations and other |
38 | 46,507 | 1,954 | | 48,499 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total liabilities |
676,027 | 221,299 | 4,081 | (200,342 | ) | 701,065 | ||||||||||||||
Partners capital |
663,544 | 1,769,635 | 187,479 | (1,149,091 | ) | 1,471,567 | ||||||||||||||
Noncontrolling interests |
| 90,462 | | | 90,462 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total liabilities, equity and partners capital |
$ | 1,339,571 | $ | 2,081,396 | $ | 191,560 | $ | (1,349,433 | ) | $ | 2,263,094 | |||||||||
|
|
|
|
|
|
|
|
|
|
36
WESTERN GAS PARTNERS, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (CONTINUED)
Statement of Cash Flows Year Ended December 31, 2011 |
||||||||||||||||||||
thousands | Western Gas Partners, LP |
Subsidiary Guarantors |
Non- Guarantor Subsidiary |
Eliminations | Consolidated | |||||||||||||||
Net income |
$ | 140,160 | $ | 253,432 | $ | 28,781 | $ | (234,027 | ) | $ | 188,346 | |||||||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||||||||||||||
Equity income |
(219,349 | ) | (14,678 | ) | | 234,027 | | |||||||||||||
Depreciation, amortization and impairments |
55 | 106,230 | 5,619 | | 111,904 | |||||||||||||||
Change in other items, net |
(93,715 | ) | 118,719 | 1,917 | | 26,921 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net cash provided by |
||||||||||||||||||||
(used in) operating activities |
(172,849 | ) | 463,703 | 36,317 | | 327,171 | ||||||||||||||
Net cash used in investing activities |
(25,416 | ) | (409,715 | ) | (55,384 | ) | 17,564 | (472,951 | ) | |||||||||||
Net cash provided by |
||||||||||||||||||||
(used in) financing activities |
382,049 | (53,988 | ) | 34,768 | (17,564 | ) | 345,265 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net increase (decrease) in cash and cash equivalents |
183,784 | | 15,701 | | 199,485 | |||||||||||||||
Cash and cash equivalents at beginning of period |
21,479 | | 5,595 | | 27,074 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Cash and cash equivalents at end of period |
$ | 205,263 | $ | | $ | 21,296 | $ | | $ | 226,559 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Statement of Cash Flows Year Ended December 31, 2010 |
||||||||||||||||||||
thousands | Western Gas Partners, LP |
Subsidiary Guarantors |
Non- Guarantor Subsidiary |
Eliminations | Consolidated | |||||||||||||||
Net income |
$ | 113,917 | $ | 171,888 | $ | 22,459 | $ | (151,067 | ) | $ | 157,197 | |||||||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||||||||||||||
Equity income |
(139,613 | ) | (11,454 | ) | | 151,067 | | |||||||||||||
Depreciation, amortization and impairments |
54 | 85,199 | 5,757 | | 91,010 | |||||||||||||||
Change in other items, net |
149,408 | (130,554 | ) | (3,312 | ) | | 15,542 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net cash provided by operating activities |
123,766 | 115,079 | 24,904 | | 263,749 | |||||||||||||||
Net cash used in investing activities |
(734,780 | ) | (147,924 | ) | (2,803 | ) | | (885,507 | ) | |||||||||||
Net cash provided by |
||||||||||||||||||||
(used in) financing activities |
570,863 | 32,845 | (24,860 | ) | | 578,848 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net increase (decrease) in cash and cash equivalents |
(40,151 | ) | | (2,759 | ) | | (42,910 | ) | ||||||||||||
Cash and cash equivalents at beginning of period |
61,630 | | 8,354 | | 69,984 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Cash and cash equivalents at end of period |
$ | 21,479 | $ | | $ | 5,595 | $ | | $ | 27,074 | ||||||||||
|
|
|
|
|
|
|
|
|
|
37
WESTERN GAS PARTNERS, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (CONTINUED)
Statement of Cash Flows Year Ended December 31, 2009 |
||||||||||||||||||||
thousands | Western Gas Partners, LP |
Subsidiary Guarantors |
Non- Guarantor Subsidiary |
Eliminations | Consolidated | |||||||||||||||
Net income |
$ | 71,408 | $ | 117,694 | $ | 20,939 | $ | (83,546 | ) | $ | 126,495 | |||||||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||||||||||||||
Equity income |
(78,408 | ) | (5,138 | ) | | 83,546 | | |||||||||||||
Depreciation, amortization and impairments |
54 | 86,134 | 4,504 | | 90,692 | |||||||||||||||
Change in other items, net |
2,112 | (3,946 | ) | (15,081 | ) | 12,493 | (4,422 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net cash provided by |
||||||||||||||||||||
(used in) operating activities |
(4,834 | ) | 194,744 | 10,362 | 12,493 | 212,765 | ||||||||||||||
Net cash used in investing activities |
| (183,750 | ) | (39,378 | ) | | (223,128 | ) | ||||||||||||
Net cash provided by |
||||||||||||||||||||
(used in) financing activities |
33,157 | (10,994 | ) | 34,603 | (12,493 | ) | 44,273 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net increase (decrease) in cash and cash equivalents |
28,323 | | 5,587 | | 33,910 | |||||||||||||||
Cash and cash equivalents at beginning of period |
33,307 | | 2,767 | | 36,074 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Cash and cash equivalents at end of period |
$ | 61,630 | $ | | $ | 8,354 | $ | | $ | 69,984 | ||||||||||
|
|
|
|
|
|
|
|
|
|
38
WESTERN GAS PARTNERS, LP
SUPPLEMENTAL QUARTERLY INFORMATION
(UNAUDITED)
The following table presents a summary of the Partnerships operating results by quarter for the years ended December 31, 2011 and 2010. The Partnerships operating results reflect the operations of the Partnership assets from the dates of common control, unless otherwise noted, and have been recast to include results attributable to the Bison and MGR assets, as applicable. See Note 2. Acquisitions in the Notes to Consolidated Financial Statements under Item 8 of Exhibit 99.3 to this Current Report on Form 8-K.
thousands except per-unit amounts | First
Quarter |
Second
Quarter |
Third
Quarter |
Fourth
Quarter |
||||||||||||
2011 |
||||||||||||||||
Revenues |
$ | 180,842 | $ | 209,680 | $ | 217,546 | $ | 215,197 | ||||||||
Operating income |
$ | 50,972 | $ | 58,181 | $ | 53,946 | $ | 46,094 | ||||||||
Net income attributable to Western Gas Partners, LP |
$ | 43,897 | $ | 45,026 | $ | 45,306 | $ | 40,014 | ||||||||
Net income per common unit basic and diluted (1) |
$ | 0.43 | $ | 0.40 | $ | 0.41 | $ | 0.35 | ||||||||
Net income per subordinated unit basic and diluted (1) |
$ | 0.41 | $ | 0.38 | $ | | $ | | ||||||||
2010 |
||||||||||||||||
Revenues |
$ | 171,195 | $ | 165,915 | $ | 163,139 | $ | 163,025 | ||||||||
Operating income |
$ | 42,729 | $ | 44,394 | $ | 41,335 | $ | 49,530 | ||||||||
Net income attributable to Western Gas Partners, LP |
$ | 34,447 | $ | 33,890 | $ | 36,189 | $ | 41,666 | ||||||||
Net income per common unit basic and diluted (1) |
$ | 0.37 | $ | 0.35 | $ | 0.44 | $ | 0.48 | ||||||||
Net income per subordinated unit basic and diluted (1) |
$ | 0.37 | $ | 0.35 | $ | 0.44 | $ | 0.44 |
(1) | Represents net income for periods including and subsequent to the acquisition of the Partnership assets (as defined in Note 1. Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements under Item 8 of Exhibit 99.3 to this Current Report on Form 8-K). In addition, all subordinated units were converted to common units on a one-for-one basis on August 15, 2011. For purposes of calculating net income per common and subordinated unit, the conversion of the subordinated units is deemed to have occurred on July 1, 2011. See Note 4. Equity and Partners Capital in the Notes to Consolidated Financial Statements under Item 8 of Exhibit 99.3 to this Current Report on Form 8-K. |
39
Acquisitions - Acquisitions Table (details) (USD $)
|
12 Months Ended | 1 Months Ended | 1 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2011
|
Dec. 31, 2010
|
Dec. 31, 2009
|
Dec. 31, 2011
Affiliated Entity Member
|
Dec. 31, 2010
Affiliated Entity Member
|
Dec. 31, 2009
Affiliated Entity Member
|
Dec. 31, 2011
Third Parties [Member]
|
Dec. 31, 2010
Third Parties [Member]
|
Jul. 31, 2009
Chipeta [Member]
|
Jul. 31, 2009
Chipeta [Member]
Third Parties [Member]
|
Jul. 31, 2009
Chipeta [Member]
Noncontrolling Interests
|
Jul. 31, 2009
Chipeta [Member]
Processing Trains [Member]
|
Jan. 31, 2010
Granger [Member]
|
Aug. 31, 2010
Wattenberg [Member]
|
Sep. 30, 2010
White Cliffs [Member]
|
Sep. 30, 2010
White Cliffs [Member]
Affiliated Entity Member
|
Sep. 30, 2010
White Cliffs [Member]
Third Parties [Member]
|
Feb. 28, 2011
Platte Valley [Member]
|
Jul. 31, 2011
Bison [Member]
|
Jul. 31, 2011
Bison [Member]
Amine Treating Unit [Member]
|
|||||||||||||||||||||||||||||||||||
Business Acquisition Line Items | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Acquisition date | 07/01/09 | [1] | 01/29/10 | [2] | 08/02/10 | [3] | 09/28/10 | [4] | 02/28/11 | [5] | 07/08/11 | [6] | ||||||||||||||||||||||||||||||||||||||||||
Percentage acquired | 51.00% | [1] | 100.00% | [2] | 100.00% | [3] | 10.00% | [4] | 0.40% | [4] | 9.60% | [4] | 100.00% | [5] | 100.00% | [6] | ||||||||||||||||||||||||||||||||||||||
Borrowings | $ 1,055,939,000 | [7] | $ 660,000,000 | [7] | $ 101,451,000 | [7] | $ 101,451,000 | [1] | $ 210,000,000 | [2] | $ 450,000,000 | [3] | $ 303,000,000 | [5] | ||||||||||||||||||||||||||||||||||||||||
Cash on hand | 28,837,000 | [7] | 734,780,000 | [7] | 101,451,000 | [7] | 301,957,000 | [7] | 18,047,000 | [7] | 4,638,000 | [1] | 31,680,000 | [2] | 23,100,000 | [3] | 38,047,000 | [4] | 602,000 | [5] | 25,000,000 | [6] | ||||||||||||||||||||||||||||||||
Common units issued | 351,424 | [1] | 620,689 | [2] | 1,048,196 | [3] | 2,950,284 | [6] | ||||||||||||||||||||||||||||||||||||||||||||||
GP units issued | 7,172 | [1] | 12,667 | [2] | 21,392 | [3] | 60,210 | [6] | ||||||||||||||||||||||||||||||||||||||||||||||
Table Text Block Supplement Abstract | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Assets, number of units | 2 | [1] | 3 | [6] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Cash paid for compressor station and processing plant | 9,100,000 | [1] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Contribution from noncontrolling interest owners | $ 4,500,000 | [1] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Transactions With Affiliates - Additional Information (details) (USD $)
|
12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | |||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2011
|
Dec. 31, 2010
|
Dec. 31, 2011
Gathering Transportation And Treating [Member]
|
Dec. 31, 2010
Gathering Transportation And Treating [Member]
|
Dec. 31, 2009
Gathering Transportation And Treating [Member]
|
Dec. 31, 2011
Processing [Member]
|
Dec. 31, 2010
Processing [Member]
|
Dec. 31, 2009
Processing [Member]
|
May 31, 2008
Note Receivable From Anadarko [Member]
|
Dec. 31, 2011
Note Receivable From Anadarko [Member]
|
Dec. 31, 2010
Note Receivable From Anadarko [Member]
|
Dec. 31, 2011
Omnibus Agreement [Member]
|
Dec. 31, 2011
Omnibus Agreement [Member]
Public Company Expenses [Member]
|
Dec. 31, 2010
Omnibus Agreement [Member]
Public Company Expenses [Member]
|
Dec. 31, 2009
Omnibus Agreement [Member]
Public Company Expenses [Member]
|
Dec. 31, 2010
Omnibus Agreement [Member]
Cap
|
Dec. 31, 2009
Omnibus Agreement [Member]
Cap
|
Dec. 31, 2011
Omnibus Agreement [Member]
No Cap
|
Dec. 31, 2011
Long Term Incentive Plan [Member]
Years
|
Dec. 31, 2010
Long Term Incentive Plan [Member]
|
Dec. 31, 2009
Long Term Incentive Plan [Member]
|
Dec. 31, 2011
Incentive Plan And Or Anadarko Incentive Plans [Member]
|
Dec. 31, 2010
Incentive Plan And Or Anadarko Incentive Plans [Member]
|
Dec. 31, 2009
Incentive Plan And Or Anadarko Incentive Plans [Member]
|
Dec. 31, 2011
Incentive Plan [Member]
Years
|
Dec. 31, 2011
Anadarko Incentive Plan [Member]
Years
|
Dec. 31, 2011
Anadarko Incentive Plan [Member]
Performance Based Awards [Member]
Years
|
Nov. 30, 2011
Purchased Equipment Including Compressors [Member]
|
Nov. 30, 2010
Purchased Equipment Including Compressors [Member]
|
Sep. 30, 2010
Sold Compressors [Member]
|
Dec. 31, 2011
Anadarko [Member]
Long Term Incentive Plan [Member]
|
Dec. 31, 2011
Director [Member]
Long Term Incentive Plan [Member]
|
Dec. 31, 2011
Mountain Gas Resources [Member]
Gathering And Processing [Member]
|
|||||
Related Party Transaction Line Items | |||||||||||||||||||||||||||||||||||||
Note receivable - Anadarko | $ 260,000,000 | [1] | $ 260,000,000 | [1] | $ 260,000,000 | ||||||||||||||||||||||||||||||||
Term of instrument in years | 30 years | 10 years | |||||||||||||||||||||||||||||||||||
Fixed annual rate for note receivable bearing interest | 6.50% | ||||||||||||||||||||||||||||||||||||
The fair value of the note receivable | 303,700,000 | 258,900,000 | |||||||||||||||||||||||||||||||||||
Affiliate throughput percent | 75.00% | 73.00% | 76.00% | 64.00% | 66.00% | 58.00% | |||||||||||||||||||||||||||||||
Allocated costs from Parent | 19,500,000 | 7,700,000 | 8,000,000 | 7,500,000 | 9,000,000 | 6,900,000 | 11,800,000 | ||||||||||||||||||||||||||||||
Phantom units vesting term, minimum | 1 | ||||||||||||||||||||||||||||||||||||
Phantom units vesting term, maximum | 3 | ||||||||||||||||||||||||||||||||||||
Equity based compensation expense | 300,000 | 300,000 | 400,000 | 13,900,000 | 5,400,000 | 4,100,000 | |||||||||||||||||||||||||||||||
Unvested equity based compensation | 500,000 | 5,500,000 | 3,700,000 | 100,000 | 600,000 | ||||||||||||||||||||||||||||||||
Weighted average term of unvested awards | 2.3 | 1.4 | 2 | 3 | |||||||||||||||||||||||||||||||||
Carrying value of equipment | 2,052,224,000 | [1] | 1,753,762,000 | [1] | 2,000,000 | 400,000 | 2,600,000 | ||||||||||||||||||||||||||||||
Cash received for idle compressors | 2,800,000 | ||||||||||||||||||||||||||||||||||||
Cash paid for equipment | $ 3,800,000 | $ 400,000 | |||||||||||||||||||||||||||||||||||
|
Equity and Partners' Capital - Calculation of Net Income Per Unit Table (details) (USD $)
In Thousands, except Per Share data, unless otherwise specified |
12 Months Ended | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2011
|
Dec. 31, 2010
|
Dec. 31, 2009
|
||||||||||
Earnings Per Unit [Line Items] | ||||||||||||
Net income attributable to Western Gas Partners, LP | $ 174,243 | [1] | $ 146,192 | [1] | $ 116,235 | [1] | ||||||
Pre-acquisition net (income) loss allocated to Parent | (34,084) | [1] | (32,061) | [1] | (44,827) | [1] | ||||||
General partner interest in net (income) loss | (8,599) | [1],[2] | (3,067) | [1],[2] | (1,428) | [1],[2] | ||||||
Limited partners' interest in net income | 131,560 | [1],[2] | 111,064 | [1],[2] | 69,980 | [1],[2] | ||||||
Common Units
|
||||||||||||
Earnings Per Unit [Line Items] | ||||||||||||
Limited partners' interest in net income | 110,542 | 68,410 | 37,035 | |||||||||
Common Units | Limited Partners Member
|
||||||||||||
Net income per unit - basic and diluted | ||||||||||||
Net income per unit - basic and diluted | $ 1.64 | [1] | $ 1.66 | [1] | $ 1.25 | [1] | ||||||
Weighted average units outstanding - basic and diluted | ||||||||||||
Weighted average units outstanding - basic and diluted | 67,333 | 41,287 | 29,684 | |||||||||
Subordinated Units
|
||||||||||||
Earnings Per Unit [Line Items] | ||||||||||||
Limited partners' interest in net income | $ 21,018 | $ 42,654 | $ 32,945 | |||||||||
Subordinated Units | Limited Partners Member
|
||||||||||||
Net income per unit - basic and diluted | ||||||||||||
Net income per unit - basic and diluted | $ 1.28 | [1],[3] | $ 1.61 | [1],[3] | $ 1.24 | [1],[3] | ||||||
Weighted average units outstanding - basic and diluted | ||||||||||||
Weighted average units outstanding - basic and diluted | 16,431 | 26,536 | 26,536 | |||||||||
|
Income Taxes - Components of Income Tax Expense Table (details) (USD $)
In Thousands, unless otherwise specified |
12 Months Ended | |||||||
---|---|---|---|---|---|---|---|---|
Dec. 31, 2011
|
Dec. 31, 2010
|
Dec. 31, 2009
|
||||||
Current Income Tax Expense (Benefit) [Abstract] | ||||||||
Federal income tax expense (benefit) | $ 15,890 | $ 10,580 | $ 20,253 | |||||
State income tax expense | 524 | 1,534 | 1,856 | |||||
Total current income tax expense (benefit) | 16,414 | 12,114 | 22,109 | |||||
Deferred Income Tax Expense (Benefit) [Abstract] | ||||||||
Federal income tax expense (benefit) | 2,464 | 9,709 | 696 | |||||
State income tax expense (benefit) | 140 | (121) | (646) | |||||
Total deferred income tax expense (benefit) | 2,604 | [1] | 9,588 | [1] | 50 | [1] | ||
Total income tax expense | $ 19,018 | [1] | $ 21,702 | [1] | $ 22,159 | [1] | ||
|
Partnership Distributions - Additional Information (details)
|
0 Months Ended | 12 Months Ended |
---|---|---|
May 14, 2008
|
Dec. 31, 2011
|
|
Distributions Made to Members or Limited Partners [Abstract] | ||
Partnership agreement day requirement of distribution of available cash | 45 days | |
General partner's interest | 2.00% |
Debt and Interest Expense (tables)
|
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2011
|
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Debt Instruments Abstract | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Outstanding Table |
_________________________________________________
(1) The Partnership's consolidated balance sheets include accrued interest expense of $2.7 million and $1.3 million as of December 31, 2011 and 2010, respectively, which is included in accrued liabilities.
|
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Debt Activity Table |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense Table |
_____________________________________________________________
(1) For the year ended December 31, 2011, includes $0.5 million of amortization of the original issue discount and underwriters' fees related to the Notes. |
Income Taxes - Deferred Tax Assets and Liabilities Table (details) (USD $)
In Thousands, unless otherwise specified |
Dec. 31, 2011
|
Dec. 31, 2010
|
||||
---|---|---|---|---|---|---|
Income Tax Expense (Benefit) [Abstract] | ||||||
Credit carryforwards | $ 14 | $ 14 | ||||
Other | 2 | |||||
Net current deferred income tax assets | 14 | 16 | ||||
Depreciable property | (83,566) | (100,889) | ||||
Partnership basis | (24,481) | (26,320) | ||||
Credit carryforwards | 556 | 570 | ||||
Other | 114 | (207) | ||||
Net long-term deferred income tax liabilities | (107,377) | [1] | (126,846) | [1] | ||
Total net deferred income tax liabilities | $ (107,363) | $ (126,830) | ||||
|
Condensed Consolidating Financial Statements - Statement of Income (details) (USD $)
In Thousands, unless otherwise specified |
12 Months Ended | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2011
|
Dec. 31, 2010
|
Dec. 31, 2009
|
||||||||||
Condensed Financial Statements Captions Line Items | ||||||||||||
Revenues | $ 823,265 | [1] | $ 663,274 | [1] | $ 619,764 | [1] | ||||||
Operating expenses | 614,072 | [1] | 485,286 | [1] | 483,500 | [1] | ||||||
Operating income (loss) | 209,193 | [1] | 177,988 | [1] | 136,264 | [1] | ||||||
Interest income - affiliates | 28,560 | [1],[2] | 20,243 | [1],[2] | 20,717 | [1],[2] | ||||||
Interest expense | (30,345) | [1],[3] | (18,794) | [1],[3] | (9,955) | [1],[3] | ||||||
Other income (expense), net | (44) | [1] | (538) | [1] | 1,628 | [1] | ||||||
Income before income taxes | 207,364 | [1] | 178,899 | [1] | 148,654 | [1] | ||||||
Income tax expense | 19,018 | [1] | 21,702 | [1] | 22,159 | [1] | ||||||
Net income | 188,346 | [1] | 157,197 | [1] | 126,495 | [1] | ||||||
Net income attributable to noncontrolling interests | 14,103 | [1] | 11,005 | [1] | 10,260 | [1] | ||||||
Net income attributable to Western Gas Partners, LP | 174,243 | [1] | 146,192 | [1] | 116,235 | [1] | ||||||
Western Gas Partners, LP
|
||||||||||||
Condensed Financial Statements Captions Line Items | ||||||||||||
Revenues | (2,957) | 23,153 | 20,642 | |||||||||
Operating expenses | 61,009 | 44,593 | 34,602 | |||||||||
Operating income (loss) | (63,966) | (21,440) | (13,960) | |||||||||
Interest income - affiliates | 16,900 | 16,900 | 16,900 | |||||||||
Interest expense | (30,378) | (18,825) | (9,972) | |||||||||
Other income (expense), net | (1,745) | (2,331) | 32 | |||||||||
Equity income | 219,349 | 139,613 | 78,408 | |||||||||
Income before income taxes | 140,160 | 113,917 | 71,408 | |||||||||
Net income | 140,160 | 113,917 | 71,408 | |||||||||
Net income attributable to Western Gas Partners, LP | 140,160 | 113,917 | 71,408 | |||||||||
Subsidiary Guarantors
|
||||||||||||
Condensed Financial Statements Captions Line Items | ||||||||||||
Revenues | 756,764 | 596,033 | 557,115 | |||||||||
Operating expenses | 512,374 | 419,058 | 427,820 | |||||||||
Operating income (loss) | 244,390 | 176,975 | 129,295 | |||||||||
Interest income - affiliates | 11,693 | 3,374 | 3,834 | |||||||||
Interest expense | 0 | |||||||||||
Other income (expense), net | 1,689 | 1,787 | 1,586 | |||||||||
Equity income | 14,678 | 11,454 | 5,138 | |||||||||
Income before income taxes | 272,450 | 193,590 | 139,853 | |||||||||
Income tax expense | 19,018 | 21,702 | 22,159 | |||||||||
Net income | 253,432 | 171,888 | 117,694 | |||||||||
Net income attributable to noncontrolling interests | 14,103 | 11,005 | 10,260 | |||||||||
Net income attributable to Western Gas Partners, LP | 239,329 | 160,883 | 107,434 | |||||||||
Non-Guarantor Subsidiary
|
||||||||||||
Condensed Financial Statements Captions Line Items | ||||||||||||
Revenues | 69,458 | 44,088 | 42,007 | |||||||||
Operating expenses | 40,689 | 21,635 | 21,078 | |||||||||
Operating income (loss) | 28,769 | 22,453 | 20,929 | |||||||||
Other income (expense), net | 12 | 6 | 10 | |||||||||
Income before income taxes | 28,781 | 22,459 | 20,939 | |||||||||
Net income | 28,781 | 22,459 | 20,939 | |||||||||
Net income attributable to Western Gas Partners, LP | 28,781 | 22,459 | 20,939 | |||||||||
Eliminations
|
||||||||||||
Condensed Financial Statements Captions Line Items | ||||||||||||
Interest income - affiliates | (33) | (31) | (17) | |||||||||
Interest expense | 33 | 31 | 17 | |||||||||
Equity income | (234,027) | (151,067) | (83,546) | |||||||||
Income before income taxes | (234,027) | (151,067) | (83,546) | |||||||||
Net income | (234,027) | (151,067) | (83,546) | |||||||||
Net income attributable to Western Gas Partners, LP | $ (234,027) | $ (151,067) | $ (83,546) | |||||||||
|
Acquisitions (tables)
|
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2011
|
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Business Combinations [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Acquisitions Table |
_______________________________________________________
(1) The assets acquired from Anadarko include a 51% membership interest in Chipeta, together with an associated NGL pipeline. These assets provide processing and transportation services in the Greater Natural Buttes area in Uintah County, Utah. Chipeta owns a natural gas processing plant with two processing trains: a refrigeration unit and a cryogenic unit. In addition, in November 2009, Chipeta acquired the Natural Buttes plant including a compressor station and processing plant from a third party for $9.1 million, of which $4.5 million was contributed by the noncontrolling interest owners to fund their proportionate share. The 51% membership interest in Chipeta and associated NGL pipeline are referred to collectively as the “Chipeta assets” and the acquisition is referred to as the “Chipeta acquisition.” (2) The assets acquired from Anadarko include (i) the Granger gathering system with related compressors and other facilities, and (ii) the Granger complex, consisting of cryogenic trains, a refrigeration train, an NGLs fractionation facility and ancillary equipment. These assets, located in southwestern Wyoming, are referred to collectively as the “Granger assets” and the acquisition as the “Granger acquisition.” (3) The assets acquired from Anadarko include 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 as the “Wattenberg acquisition.” (4) White Cliffs owns a crude oil pipeline that originates in Platteville, Colorado and terminates in Cushing, Oklahoma, which became operational in June 2009. The Partnership's acquisition of the 0.4% interest in White Cliffs and related purchase option from Anadarko combined with the acquisition of an additional 9.6% interest in White Cliffs from a third party, are referred to collectively as the “White Cliffs acquisition.” The Partnership's interest in White Cliffs is referred to as the “White Cliffs investment.” (5) The assets acquired from a third party include (i) a natural gas gathering system and related compression and other ancillary equipment, and (ii) cryogenic gas processing facilities. These assets, located in the Denver-Julesburg Basin, are referred to collectively as the “Platte Valley assets” and the acquisition as the “Platte Valley acquisition.” See further information below, including the final allocation of the purchase price in August 2011. (6) The Bison gas treating facility acquired from Anadarko is located in the Powder River Basin in northeastern Wyoming, and includes (i) three amine treating units, (ii) compressor units, and (iii) generators. These assets are referred to collectively as the “Bison assets” and the acquisition as the “Bison acquisition.” The Bison assets are the only treating and delivery point into the third-party-owned Bison pipeline. Anadarko began construction of the Bison assets in 2009 and placed them in service in June 2010. See further information below. |
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Purchase Price Allocation Table |
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Pro Forma Condensed Financial Information Table |
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Adjustment to Prior Year Income Table |
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Transactions With Affiliates - Commodity Price Per Unit Table (details)
|
Dec. 31, 2011
|
---|---|
Ethane [Member] | Minimum [Member] | Year 2012 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 18.21 |
Ethane [Member] | Minimum [Member] | Year 2013 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 18.32 |
Ethane [Member] | Minimum [Member] | Year 2014 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 18.36 |
Ethane [Member] | Minimum [Member] | Year 2015 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 18.41 |
Ethane [Member] | Maximum [Member] | Year 2012 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 29.78 |
Ethane [Member] | Maximum [Member] | Year 2013 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 30.10 |
Ethane [Member] | Maximum [Member] | Year 2014 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 30.53 |
Propane [Member] | Minimum [Member] | Year 2012 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 45.23 |
Propane [Member] | Minimum [Member] | Year 2013 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 45.90 |
Propane [Member] | Minimum [Member] | Year 2014 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 46.47 |
Propane [Member] | Minimum [Member] | Year 2015 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 47.08 |
Propane [Member] | Maximum [Member] | Year 2012 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 53.28 |
Propane [Member] | Maximum [Member] | Year 2013 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 55.84 |
Propane [Member] | Maximum [Member] | Year 2014 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 52.37 |
Isobutane [Member] | Minimum [Member] | Year 2012 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 57.50 |
Isobutane [Member] | Minimum [Member] | Year 2013 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 60.44 |
Isobutane [Member] | Minimum [Member] | Year 2014 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 61.24 |
Isobutane [Member] | Minimum [Member] | Year 2015 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 62.09 |
Isobutane [Member] | Maximum [Member] | Year 2012 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 67.22 |
Isobutane [Member] | Maximum [Member] | Year 2013 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 68.11 |
Isobutane [Member] | Maximum [Member] | Year 2014 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 69.23 |
Normal Butane [Member] | Minimum [Member] | Year 2012 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 52.40 |
Normal Butane [Member] | Minimum [Member] | Year 2013 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 53.20 |
Normal Butane [Member] | Minimum [Member] | Year 2014 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 53.89 |
Normal Butane [Member] | Minimum [Member] | Year 2015 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 54.62 |
Normal Butane [Member] | Maximum [Member] | Year 2012 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 62.92 |
Normal Butane [Member] | Maximum [Member] | Year 2013 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 66.37 |
Normal Butane [Member] | Maximum [Member] | Year 2014 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 64.78 |
Natural Gasoline [Member] | Minimum [Member] | Year 2012 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 69.77 |
Natural Gasoline [Member] | Minimum [Member] | Year 2013 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 70.89 |
Natural Gasoline [Member] | Minimum [Member] | Year 2014 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 71.85 |
Natural Gasoline [Member] | Minimum [Member] | Year 2015 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 72.88 |
Natural Gasoline [Member] | Maximum [Member] | Year 2012 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 85.15 |
Natural Gasoline [Member] | Maximum [Member] | Year 2013 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 92.23 |
Natural Gasoline [Member] | Maximum [Member] | Year 2014 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 79.74 |
Natural gas (per MMbtu) [Member] | Minimum [Member] | Year 2012 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 4.15 |
Natural gas (per MMbtu) [Member] | Minimum [Member] | Year 2013 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 3.75 |
Natural gas (per MMbtu) [Member] | Minimum [Member] | Year 2014 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 5.32 |
Natural gas (per MMbtu) [Member] | Minimum [Member] | Year 2015 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 5.50 |
Natural gas (per MMbtu) [Member] | Maximum [Member] | Year 2012 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 5.97 |
Natural gas (per MMbtu) [Member] | Maximum [Member] | Year 2013 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 6.09 |
Natural gas (per MMbtu) [Member] | Maximum [Member] | Year 2014 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 6.20 |
Natural gas (per MMbtu) [Member] | Maximum [Member] | Year 2015 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 5.96 |
Condensate [Member] | Minimum [Member] | Year 2012 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 72.73 |
Condensate [Member] | Minimum [Member] | Year 2013 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 74.04 |
Condensate [Member] | Minimum [Member] | Year 2014 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 75.22 |
Condensate [Member] | Minimum [Member] | Year 2015 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 76.47 |
Condensate [Member] | Maximum [Member] | Year 2012 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 78.52 |
Condensate [Member] | Maximum [Member] | Year 2013 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 83.93 |
Condensate [Member] | Maximum [Member] | Year 2014 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 79.56 |
Condensate [Member] | Maximum [Member] | Year 2015 [Member]
|
|
Commodity Price Risk Swap [Line Items] | |
Commodity Swap Fixed Price | 78.61 |
Acquisitions - Impact to Historical Consolidated Statements of Income (details) (USD $)
In Thousands, unless otherwise specified |
12 Months Ended | |||||||
---|---|---|---|---|---|---|---|---|
Dec. 31, 2011
|
Dec. 31, 2010
|
Dec. 31, 2009
|
||||||
Prior Period Adjustments [Line Items] | ||||||||
Revenues | $ 823,265 | [1] | $ 663,274 | [1] | $ 619,764 | [1] | ||
Net income | 188,346 | [1] | 157,197 | [1] | 126,495 | [1] | ||
Partnership Historical
|
||||||||
Prior Period Adjustments [Line Items] | ||||||||
Revenues | 503,322 | 490,546 | ||||||
Net income | 137,073 | 118,166 | ||||||
Bison Assets
|
||||||||
Prior Period Adjustments [Line Items] | ||||||||
Revenues | 1,879 | |||||||
Net income | (3,194) | (657) | ||||||
MGR Assets
|
||||||||
Prior Period Adjustments [Line Items] | ||||||||
Revenues | 158,135 | 129,218 | ||||||
Net income | 23,318 | 8,986 | ||||||
Eliminations
|
||||||||
Prior Period Adjustments [Line Items] | ||||||||
Revenues | $ (62) | |||||||
|
Summary of Significant Accounting Policies - Equity Method Investments Table (details) (USD $)
In Thousands, unless otherwise specified |
12 Months Ended | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2011
|
Dec. 31, 2010
|
Dec. 31, 2009
|
||||||||||||||
Equity-method investments | ||||||||||||||||
Balance | $ 114,462 | [1] | ||||||||||||||
Contributions | 93 | [2] | 310 | [2] | 382 | [2] | ||||||||||
Balance | 109,817 | [1] | 114,462 | [1] | ||||||||||||
Third Parties [Member]
|
||||||||||||||||
Equity-method investments | ||||||||||||||||
Acquisition of additional 9.6% interest from third party | 301,957 | [2] | 18,047 | [2] | ||||||||||||
Fort Union [Member]
|
||||||||||||||||
Equity-method investments | ||||||||||||||||
Balance | 21,428 | [3] | 20,060 | [3] | ||||||||||||
Investment earnings, net of amortization | 6,067 | [3] | 5,723 | [3] | ||||||||||||
Contributions | 310 | [3] | ||||||||||||||
Distributions | (5,227) | [3] | (4,665) | [3] | ||||||||||||
Balance | 22,268 | [3] | 21,428 | [3] | ||||||||||||
Table Text Block Supplement Abstract | ||||||||||||||||
Ownership interest | 14.81% | [3] | ||||||||||||||
Approval Percentage | 65.00% | [3] | ||||||||||||||
White Cliffs [Member]
|
||||||||||||||||
Equity-method investments | ||||||||||||||||
Balance | 18,978 | [4] | 1,284 | [4] | ||||||||||||
Investment earnings, net of amortization | 4,023 | [4] | 917 | [4] | ||||||||||||
Contributions | 93 | [4] | ||||||||||||||
Distributions | (5,384) | [4] | (1,270) | [4] | ||||||||||||
Balance | 17,710 | [4] | 18,978 | [4] | ||||||||||||
Table Text Block Supplement Abstract | ||||||||||||||||
Ownership interest | 10.00% | [4] | ||||||||||||||
Approval Percentage | 75.00% | [4] | ||||||||||||||
White Cliffs [Member] | Third Parties [Member]
|
||||||||||||||||
Equity-method investments | ||||||||||||||||
Acquisition of additional 9.6% interest from third party | 18,047 | [4] | ||||||||||||||
Table Text Block Supplement Abstract | ||||||||||||||||
Ownership interest | 9.60% | [4] | ||||||||||||||
Rendezvous [Member]
|
||||||||||||||||
Equity-method investments | ||||||||||||||||
Balance | 74,056 | [5] | 78,216 | [5] | ||||||||||||
Investment earnings, net of amortization | 1,171 | [5] | 988 | [5] | ||||||||||||
Distributions | (5,388) | [5] | (5,038) | [5] | ||||||||||||
Other | (110) | [5] | ||||||||||||||
Balance | $ 69,839 | [5] | $ 74,056 | [5] | ||||||||||||
Table Text Block Supplement Abstract | ||||||||||||||||
Ownership interest | 22.00% | [5] | ||||||||||||||
|
Transactions With Affiliates - LTIP Award Activity Table (details) (USD $)
|
12 Months Ended | |||
---|---|---|---|---|
Dec. 31, 2011
|
Dec. 31, 2010
|
Dec. 31, 2009
|
Dec. 31, 2008
|
|
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested [Roll Forward] | ||||
Phantom units outstanding at beginning of year | 17,503 | 21,970 | 30,304 | |
Vested | (15,119) | (19,751) | (30,304) | |
Granted | 21,594 | 15,284 | 21,970 | |
Phantom units outstanding at end of year | 23,978 | 17,503 | 21,970 | |
Value per Unit of Phantom Units Outstanding | $ 33.92 | $ 20.19 | $ 15.02 | $ 16.50 |
Value per Unit of Phantom Units Vested during the Period | $ 20.51 | $ 15.02 | $ 16.50 | |
Value per Unit of Phantom Units Granted during the Period | $ 35.66 | $ 20.94 | $ 15.02 |
Debt and Interest Expense - Additional Information (details) (USD $)
|
1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | |||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2011
|
Dec. 31, 2010
|
May 31, 2011
5.375% Senior Notes due 2021
|
Dec. 31, 2011
5.375% Senior Notes due 2021
|
Dec. 31, 2008
Note Payable To Anadarko [Member]
|
Dec. 31, 2011
Note Payable To Anadarko [Member]
|
Dec. 31, 2010
Note Payable To Anadarko [Member]
|
Mar. 31, 2011
Revolving Credit Facility [Member]
|
Dec. 31, 2011
Revolving Credit Facility [Member]
|
Dec. 31, 2010
Revolving Credit Facility [Member]
|
Oct. 31, 2009
Revolving Credit Facility [Member]
|
Mar. 31, 2011
Revolving Credit Facility [Member]
Alternate Base Rate [Member]
|
Mar. 31, 2011
Revolving Credit Facility [Member]
Maximum [Member]
|
Mar. 31, 2011
Revolving Credit Facility [Member]
Maximum [Member]
Alternate Base Rate [Member]
|
Mar. 31, 2011
Revolving Credit Facility [Member]
Minimum [Member]
|
Mar. 31, 2011
Revolving Credit Facility [Member]
Minimum [Member]
Alternate Base Rate [Member]
|
Mar. 31, 2011
Revolving Credit Facility [Member]
Percentage Above Federal Funds Effective Rate [Member]
Alternate Base Rate [Member]
|
Mar. 31, 2011
Three Year Wattenberg Term Loan
|
Aug. 31, 2010
Three Year Wattenberg Term Loan
|
Dec. 31, 2010
Three Year Wattenberg Term Loan
|
Aug. 31, 2010
Three Year Wattenberg Term Loan
Maximum [Member]
|
Aug. 31, 2010
Three Year Wattenberg Term Loan
Minimum [Member]
|
May 31, 2011
Interest Rate Swap [Member]
|
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Debt Instrument Line Items | |||||||||||||||||||||||||||
Fixed interest rate | 5.375% | 4.00% | 2.82% | ||||||||||||||||||||||||
Principal | $ 675,000,000 | [1] | $ 474,000,000 | [1] | $ 500,000,000 | $ 500,000,000 | $ 175,000,000 | $ 175,000,000 | $ 175,000,000 | $ 49,000,000 | $ 250,000,000 | $ 250,000,000 | |||||||||||||||
Offering Percent | 98.778% | ||||||||||||||||||||||||||
Effective interest rate | 5.648% | ||||||||||||||||||||||||||
Underwriting discount | 3,300,000 | ||||||||||||||||||||||||||
Description of debt instrument | In May 2011, the Partnership completed the offering of $500.0 million aggregate principal amount of 5.375% Senior Notes due 2021 (the “Notes”) at a price to the public of 98.778% of the face amount of the Notes. Including the effects of the underwriting discount and debt issuance costs, the effective interest rate is 5.648%. Interest on the Notes is paid semi-annually on June 1 and December 1 of each year, with payments commencing on December 1, 2011. Proceeds from the offering of the Notes (net of the underwriting discount of $3.3 million and debt issuance costs) were used to repay the then-outstanding balance on the Partnership’s revolving credit facility, with the remainder used for general partnership purposes. The Notes mature on June 1, 2021, unless redeemed at a redemption price that includes a make-whole premium. The Partnership may redeem the Notes in whole or in part, at any time before March 1, 2021, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on such Notes (exclusive of interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the indenture governing the Notes) plus 40 basis points, plus, in either case, accrued and unpaid interest, if any, on the principal amount being redeemed to such redemption date. On or after March 1, 2021, the Notes will be redeemable and repayable, at any time in whole, or from time to time in part, at a price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued interest on the Notes to be redeemed to the date of redemption. | ||||||||||||||||||||||||||
Covenants | The Notes indenture contains customary events of default including, among others, (i) default in any payment of interest on any debt securities when due that continues for 30 days; (ii) default in payment, when due, of principal of or premium, if any, on the Notes at maturity; and (iii) certain events of bankruptcy or insolvency with respect to the Partnership. The indenture governing the Notes also contains covenants that limit, among other things, the ability of the Partnership and the Subsidiary Guarantors to (i) create liens on their principal properties; (ii) engage in sale and leaseback transactions; and (iii) merge or consolidate with another entity or sell, lease or transfer substantially all of their properties or assets to another entity. | ||||||||||||||||||||||||||
Term of instrument in years | 10 years | 5 years | 5 years | 3 years | |||||||||||||||||||||||
The provisions of the agreement | The provisions of the five-year term loan agreement contain customary events of default, including (i) non-payment of principal when due or non-payment of interest or other amounts within three business days of when due, (ii) certain events of bankruptcy or insolvency with respect to the Partnership and (iii) a change of control. | ||||||||||||||||||||||||||
Revolving Credit Facility, current maximum borrowing capacity | 800,000,000 | 450,000,000 | |||||||||||||||||||||||||
Revolving Credit Facility, additional borrowings | 250,000,000 | ||||||||||||||||||||||||||
Revolving Credit Facility, remaining borrowing capacity | 800,000,000 | ||||||||||||||||||||||||||
Interest rate percent above LIBOR | 1.00% | 1.90% | 0.90% | 1.30% | 0.30% | 0.50% | 3.50% | 2.50% | |||||||||||||||||||
Revolving Credit Facility, interest rate at period end | 1.80% | 3.26% | |||||||||||||||||||||||||
Facility fee | 0.25% | 0.50% | 0.35% | 0.20% | |||||||||||||||||||||||
Revolving Credit Facility, outstanding borrowings | 0 | ||||||||||||||||||||||||||
Revolving Credit Facility covenants | The RCF also contains various customary covenants, customary events of default and certain financial tests as of the end of each quarter, including a maximum consolidated leverage ratio (which is defined as the ratio of consolidated indebtedness as of the last day of a fiscal quarter to Consolidated Earnings Before Interest, Taxes, Depreciation and Amortization (“Consolidated EBITDA”) for the most recent four consecutive fiscal quarters ending on such day) of 5.0 to 1.0, or a consolidated leverage ratio of 5.5 to 1.0 with respect to quarters ending in the 270-day period immediately following certain acquisitions, and a minimum consolidated interest coverage ratio (which is defined as the ratio of Consolidated EBITDA for the most recent four consecutive fiscal quarters to consolidated interest expense for such period) of 2.0 to 1.0. All amounts due under the RCF are unconditionally guaranteed by the Partnership’s wholly owned subsidiaries. The Partnership will no longer be required to comply with the minimum consolidated interest coverage ratio, as well as the subsidiary guarantees and certain of the aforementioned covenants, if the Partnership obtains two of the following three ratings: BBB- or better by Standard & Poor’s, Baa3 or better by Moody’s Investors Service, or BBB- or better by Fitch Ratings. | ||||||||||||||||||||||||||
Accelerated amortization expense | 1,300,000 | ||||||||||||||||||||||||||
Realized loss on terminated swap agreement | $ 1,900,000 | ||||||||||||||||||||||||||
|
Other Intangible Assets - Amortization Table (details) (USD $)
In Thousands, unless otherwise specified |
12 Months Ended |
---|---|
Dec. 31, 2011
|
|
Acquired Finite Lived Intangible Assets Line Items | |
2012 | $ 1,075 |
2013 | 1,075 |
2014 | 1,075 |
2015 | 1,075 |
2016 | $ 1,075 |
Equity and Partners' Capital - Equity Offerings Table (details) (USD $)
In Thousands, except Share data, unless otherwise specified |
12 Months Ended | 1 Months Ended | ||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2011
|
Sep. 30, 2011
Equity offering
|
Mar. 31, 2011
Equity offering
|
Nov. 30, 2010
Equity offering
|
May 31, 2010
Equity offering
|
Dec. 31, 2009
Equity offering
|
Sep. 30, 2011
Equity offering
Underwriter Over-Allotment Option
|
Mar. 31, 2011
Equity offering
Underwriter Over-Allotment Option
|
Nov. 30, 2010
Equity offering
Underwriter Over-Allotment Option
|
May 31, 2010
Equity offering
Underwriter Over-Allotment Option
|
Dec. 31, 2009
Equity offering
Underwriter Over-Allotment Option
|
||||||||||||
Equity Issuance Since Inception [Line Items] | ||||||||||||||||||||||
Common units issued | 5,750,000 | [1] | 3,852,813 | [1] | 8,415,000 | [1] | 4,558,700 | [1],[2] | 6,900,000 | [1] | 750,000 | 302,813 | 915,000 | 558,700 | 900,000 | |||||||
GP units issued | 117,347 | [3] | 78,629 | [3] | 171,734 | [3] | 93,035 | [2],[3] | 140,817 | [3] | ||||||||||||
Price per unit | $ 35.86 | $ 35.15 | $ 29.92 | $ 22.25 | [2] | $ 18.20 | ||||||||||||||||
Underwriting discount and other offering expenses | $ 7,655 | $ 5,621 | $ 10,325 | $ 4,427 | [2] | $ 5,500 | ||||||||||||||||
Net proceeds | $ 202,748 | $ 132,569 | $ 246,729 | $ 99,074 | [2] | $ 122,539 | ||||||||||||||||
Table Text Block Supplement Abstract | ||||||||||||||||||||||
General partner's interest | 2.00% | |||||||||||||||||||||
|
Summary of Significant Accounting Policies
|
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2011
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Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies | General. Western Gas Partners, LP (the “Partnership”), a growth-oriented Delaware master limited partnership formed by Anadarko Petroleum Corporation in 2007 to own, operate, acquire and develop midstream energy assets, closed its initial public offering to become publicly traded in 2008. Including the effect of the acquisition of Mountain Gas Resources, LLC (“MGR”), the Partnership's assets include thirteen gathering systems, seven natural gas treating facilities, ten natural gas processing facilities, two NGL pipelines, one interstate gas pipeline, one intrastate gas pipeline, and interests in Fort Union Gas Gathering, LLC (“Fort Union”), White Cliffs Pipeline, LLC (“White Cliffs”) and Rendezvous Gas Services, LLC (“Rendezvous”), which are accounted for under the equity method. The Partnership's assets are located in East and West Texas, the Rocky Mountains (Colorado, Utah and Wyoming), and the Mid-Continent (Kansas and Oklahoma). The Partnership is engaged in the business of gathering, processing, compressing, treating and transporting natural gas, condensate, NGLs and crude oil for Anadarko Petroleum Corporation and its consolidated subsidiaries, as well as third-party producers and customers. For purposes of these consolidated financial statements, the “Partnership” refers to Western Gas Partners, LP and its subsidiaries. The Partnership's general partner is Western Gas Holdings, LLC (the “general partner” or “GP”), a wholly owned subsidiary of Anadarko Petroleum Corporation. “Anadarko” or “Parent” refers to Anadarko Petroleum Corporation and its consolidated subsidiaries, excluding the Partnership and the general partner. “Affiliates” refers to wholly owned and partially owned subsidiaries of Anadarko, excluding the Partnership, and also refers to Fort Union, White Cliffs and Rendezvous.
Basis of presentation. The accompanying consolidated financial statements of the Partnership have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), and certain amounts in prior periods have been reclassified to conform to the current presentation. The consolidated financial statements include the accounts of the Partnership and entities in which it holds a controlling financial interest, and all significant intercompany transactions have been eliminated. Investments in non-controlled entities over which the Partnership exercises significant influence are accounted for under the equity method. The Partnership proportionately consolidates its 50% share of the assets, liabilities, revenues and expenses attributable to the Newcastle system in the accompanying consolidated financial statements. In July 2009, the Partnership acquired a 51% interest in Chipeta Processing LLC (“Chipeta”) and became party to Chipeta's limited liability company agreement, as amended and restated (the “Chipeta LLC agreement”) (see Notes 2 and 3). As of December 31, 2011, Chipeta is owned 51% by the Partnership, 24% by Anadarko and 25% by a third-party member. The interests in Chipeta, held by Anadarko and the third-party member, are reflected as noncontrolling interests in the Partnership's consolidated financial statements for all periods presented. Presentation of Partnership assets. References to the “Partnership assets” refer collectively to the assets owned by the Partnership as of December 31, 2011. Because of Anadarko's control of the Partnership through its ownership of the general partner, each acquisition of Partnership assets, except for the acquisitions of the Platte Valley assets and the 9.6% interest in White Cliffs from third parties, was considered a transfer of net assets between entities under common control (see Note 2). As a result, after each acquisition of assets from Anadarko, the Partnership is required to recast its financial statements to include the activities of the Partnership assets as of the date of common control. The consolidated financial statements for periods prior to the Partnership's acquisition of the Partnership assets have been prepared from Anadarko's historical cost-basis accounts and may not necessarily be indicative of the actual results of operations that would have occurred if the Partnership had owned the assets during the periods reported. Net income attributable to the Partnership assets for periods prior to the Partnership's acquisition of such assets is not allocated to the limited partners for purposes of calculating net income per common or subordinated unit.
Use of estimates. In preparing financial statements in accordance with GAAP, management makes informed judgments and estimates that affect the amounts reported in the consolidated financial statements and the notes thereto. Management evaluates its estimates and related assumptions regularly, utilizing historical experience and other methods considered reasonable under the circumstances. Changes in facts and circumstances or additional information, may result in revised estimates and actual results may differ from these estimates. Effects on the Partnership's business, financial condition and results of operations resulting from revisions to estimates are recognized when the facts that give rise to the revision become known.
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 management's internally developed assumptions used in pricing an asset or liability (for example, an estimate of future cash flows used in management's 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 certain assets and liabilities acquired in a third-party business combination, assets and liabilities exchanged in non-monetary transactions, long-lived assets (asset groups), goodwill and other intangibles, initial recognition of asset retirement obligations, and initial recognition of environmental obligations assumed in a third-party acquisition. Impairment analyses for long-lived assets, goodwill and other intangibles, and the initial recognition of asset retirement obligations and environmental obligations use Level 3 inputs. When the Partnership is required to measure fair value, and there is not a market-observable price for the asset or liability or a market-observable price for a similar asset or liability, the Partnership utilizes the cost, income, or market valuation approach depending on the quality of information available to support management's assumptions. The fair value of debt is the estimated amount the Partnership would have to pay to repurchase its debt, including any premium or discount attributable to the difference between the stated interest rate and market rate of interest at the balance sheet date. Fair values are based on quoted market prices for identical instruments, if available, or average valuations of similar debt instruments at the balance sheet date. See Note 10. The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable reported on the consolidated balance sheets approximate fair value due to the short-term nature of these items.
Cash equivalents. The Partnership considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
Bad-debt reserve. The Partnership's revenues are primarily from Anadarko, for which no credit limit is maintained. The Partnership analyzes its exposure to bad debt on a customer-by-customer basis for its third-party accounts receivable and may establish credit limits for significant third-party customers. At December 31, 2011 and 2010, third-party accounts receivable are shown net of the associated bad-debt reserve of $17,000.
Natural gas imbalances. The consolidated balance sheets include natural gas imbalance receivables and payables resulting from differences in gas volumes received into the Partnership's systems and gas volumes delivered by the Partnership to customers. Natural gas volumes owed to or by the Partnership that are subject to monthly cash settlement are valued according to the terms of the contract as of the balance sheet dates, and reflect market index prices. Other natural gas volumes owed to or by the Partnership are valued at the Partnership's weighted average cost of natural gas as of the balance sheet dates and are settled in-kind. As of December 31, 2011, natural gas imbalance receivables and payables were approximately $2.3 million and $3.1 million, respectively. As of December 31, 2010, natural gas imbalance receivables and payables were approximately $0.4 million and $2.6 million, respectively. Changes in natural gas imbalances are reported in equity income and other, net or cost of product in the consolidated statements of income.
Inventory. The cost of NGLs inventories is determined by the weighted average cost method on a location-by-location basis. Inventory is stated at the lower of weighted-average cost or market value and is reported in other current assets in the consolidated balance sheets.
Property, plant and equipment. Property, plant and equipment are generally stated at the lower of historical cost less accumulated depreciation or fair value, if impaired. Because acquisitions of assets from Anadarko are transfers of net assets between entities under common control, the Partnership assets acquired by the Partnership from Anadarko are initially recorded at Anadarko's historic carrying value. The difference between the carrying value of net assets acquired from Anadarko and the consideration paid is recorded as an adjustment to Partners' capital. Assets acquired in a business combination or non-monetary exchange with a third party are initially recorded at fair value. The Partnership capitalizes all construction-related direct labor and material costs. 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. Depreciation is computed over the asset's estimated useful life using the straight-line method or half-year convention method, based on estimated useful lives and salvage values of assets. Uncertainties that may impact these estimates include, but are not limited to, 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, the Partnership makes estimates with respect to useful lives and salvage values that the Partnership believes are reasonable. However, subsequent events could cause a change in estimates, thereby impacting future depreciation amounts. The Partnership evaluates the ability to recover the carrying amount of its long-lived assets to determine whether its long-lived assets have been impaired. Impairments exist 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 asset's carrying amount over its estimated fair value, such that the asset's carrying amount is adjusted to its estimated fair value with an offsetting charge to impairment expense. During the year ended December 31, 2011, an impairment of $7.3 million was recognized for certain equipment and materials. The costs of the equipment and materials, previously capitalized as assets under construction and related to a Red Desert complex (see Note 2) expansion project, were deemed no longer recoverable as the expansion project was indefinitely postponed by Anadarko management. Subsequent to the project evaluation and impairment, the remaining fair value of the equipment and materials, approximately $10.6 million, was reclassified from within property, plant and equipment to other assets on the consolidated balance sheet as of December 31, 2011. Also during 2011, following an evaluation of future cash flows, an impairment of $3.0 million was recognized for a transportation pipeline. This asset was impaired to fair value, estimated using Level 3 fair-value inputs. During the year ended December 31, 2010, the Partnership recognized $0.6 million of impairment related to a compressor sold during the year to a third party, and $0.3 million of impairment due to cancelled capital projects and additional costs recorded on a project previously impaired to salvage value. During the year ended December 31, 2009, an impairment of $6.1 million was recognized for an idle pipeline for which no future cash flows were expected.
Capitalized interest. Interest is capitalized as part of the historical cost of constructing assets for significant projects that are in progress. Capitalized interest is determined by multiplying the Partnership's weighted-average borrowing cost on debt by the average amount of qualifying costs incurred. Once the construction of an asset subject to interest capitalization is completed and the asset is placed in service, the associated capitalized interest is expensed through depreciation or impairment, together with other capitalized costs related to that asset.
Goodwill and other intangible assets. Goodwill represents the allocated portion of Anadarko's midstream goodwill attributed to the assets the Partnership has acquired from Anadarko. The carrying value of Anadarko's midstream goodwill represents the excess of the purchase price of an entity over the estimated fair value of the identifiable assets acquired and liabilities assumed by Anadarko. Accordingly, the Partnership's goodwill balance does not reflect, and in some cases is significantly different than, the difference between the consideration the Partnership paid for its acquisitions from Anadarko and the fair value of the net assets on the acquisition date. The Partnership's consolidated balance sheets as of December 31, 2011 and 2010, include goodwill of $82.1 million, none of which is deductible for tax purposes. The Partnership evaluates goodwill for impairment annually, as of October 1, or more often as facts and circumstances warrant. The first step in the goodwill impairment test is to compare the fair value of each reporting unit to which goodwill has been assigned to the carrying amount of net assets, including goodwill, of the respective reporting unit. The Partnership has allocated goodwill on its two reporting units: (i) gathering and processing and (ii) transportation. If the carrying amount of the reporting unit exceeds its fair value, step two in the goodwill impairment test requires goodwill to be written down to its implied fair value through a charge to operating expense based on a hypothetical purchase price allocation. No goodwill impairment has been recognized in these consolidated financial statements. The carrying value of goodwill after such an impairment would represent a Level 3 fair value measurement.
The Partnership assesses intangible assets, as described in Note 8, for impairment together with related underlying long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairments exist 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 asset's carrying amount over its estimated fair value such that the asset's carrying amount is adjusted to its estimated fair value with an offsetting charge to operating expense. No intangible asset impairment has been recognized in connection with these assets.
Equity-method investments. The following table presents the activity in the Partnership's investments in equity of Fort Union, White Cliffs and Rendezvous:
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(1) The Partnership has a 14.81% interest in Fort Union, a joint venture which owns a gathering pipeline and treating facilities in the Powder River Basin. Anadarko is the construction manager and physical operator of the Fort Union facilities. Certain business decisions, including, but not limited to, decisions with respect to significant expenditures or contractual commitments, annual budgets, material financings, dispositions of assets or amending the owners' firm gathering agreements, require 65% or unanimous approval of the owners. Each of the joint venture members has pledged its respective equity interest to the administrative agent of Fort Union's credit agreement. (2) The Partnership has a 10% interest in White Cliffs, a limited liability company which owns a crude oil pipeline that originates in Platteville, Colorado and terminates in Cushing, Oklahoma and became operational in June 2009. The third-party majority owner is the manager of the White Cliffs operations. Certain business decisions, including, but not limited to, approval of annual budgets and decisions with respect to significant expenditures, contractual commitments, acquisitions, material financings, dispositions of assets or admitting new members, require more than 75% approval of the members. (3) The Partnership has a 22% interest in Rendezvous, a limited liability company that operates gas gathering facilities in southwestern Wyoming. Certain business decisions, including, but not limited to, decisions with respect to significant expenditures or contractual commitments, annual budgets, material financings, dispositions of assets or amending the members' gas servicing agreements, require unanimous approval of the members.
The investment balance at December 31, 2011, includes $2.7 million and $47.9 million for the purchase price allocated to the investment in Fort Union and Rendezvous, respectively, in excess of the historic cost basis of Western Gas Resources, Inc. (entity that owned the interests in Fort Union and Rendezvous, which Anadarko acquired in August 2006). This excess balance is attributable to the difference between the fair value and book value of their gathering and treating facilities (at the time Western Gas Resources, Inc. was acquired by Anadarko) and is being amortized over the remaining estimated useful life of those facilities.
The White Cliffs investment balance at December 31, 2011, is $10.4 million less than the Partnership's underlying equity in White Cliffs' net assets as of December 31, 2011, primarily due to the Partnership recording the acquisition of its initial 0.4% interest in White Cliffs at Anadarko's historic carrying value. This difference is being amortized to equity income over the remaining estimated useful life of the White Cliffs pipeline. Management evaluates its equity-method investments for impairment whenever events or changes in circumstances indicate that the carrying value of such investments may have experienced a decline in value that is other than temporary. When evidence of loss in value has occurred, management compares the estimated fair value of the investment to the carrying value of the investment to determine whether the investment has been impaired. Management assesses the fair value of equity-method investments using commonly accepted techniques, and may use more than one method, including, but not limited to, recent third-party comparable sales and discounted cash flow models. If the estimated fair value is less than the carrying value, the excess of the carrying value over the estimated fair value is recognized as an impairment loss.
Asset retirement obligations. Management recognizes a liability based on the estimated costs of retiring tangible long-lived assets. The liability is recognized at fair value, measured using discounted expected future cash outflows for 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. Over time, the discounted liability is accreted through accretion expense 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 to property, plant and equipment) until the obligation is settled. Revisions in estimated asset retirement obligations may result from changes in estimated inflation rates, discount rates, asset retirement costs and the estimated timing of settling asset retirement obligations. See Note 9.
Environmental expenditures. The Partnership expenses environmental expenditures related to conditions caused by past operations that do not generate current or future revenues. Environmental expenditures related to operations that generate current or future revenues are expensed or capitalized, as appropriate. Liabilities are recorded when the necessity for environmental remediation or other potential environmental liabilities becomes probable and the costs can be reasonably estimated. Accruals for estimated losses from environmental remediation obligations are recognized no later than at the time of the completion of the remediation feasibility study. These accruals are adjusted as additional information becomes available or as circumstances change. Costs of future expenditures for environmental-remediation obligations are not discounted to their present value. See Note 11.
Segments. The Partnership's operations are organized into a single operating segment, the assets of which consist of natural gas, NGLs and crude oil gathering and processing systems, treating facilities, pipelines and related plants and equipment.
Revenues and cost of product. Under its fee-based gathering, treating and processing arrangements, the Partnership is paid a fixed fee based on the volume and thermal content of natural gas and recognizes revenues for its services in the month such services are performed. Producers' wells are connected to the Partnership's gathering systems for delivery of natural gas to the Partnership's processing or treating plants, where the natural gas is processed to extract NGLs and condensate or treated in order to satisfy pipeline specifications. In some areas, where no processing is required, the producers' gas is gathered and delivered to pipelines for market delivery. Under percent-of-proceeds contracts, revenue is recognized when the natural gas, NGLs or condensate are sold and the related purchases are recorded as a percentage of the product sale.
The Partnership purchases natural gas volumes at the wellhead for gathering and processing. As a result, the Partnership has volumes of NGLs and condensate to sell and volumes of residue gas to either sell, to use for system fuel or to satisfy keep-whole obligations. In addition, depending upon specific contract terms, condensate and NGLs recovered during gathering and processing are either returned to the producer or retained and sold. Under keep-whole contracts, 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. The keep-whole contract conveys an economic benefit to the Partnership when the combined value of the individual NGLs is greater in the form of liquids than as a component of the natural gas stream; however, the Partnership is adversely impacted when the value of the NGLs is lower as liquids than as a component of the natural gas stream. Revenue is recognized from the sale of condensate and NGLs upon transfer of title and related purchases are recorded as cost of product. The Partnership earns transportation revenues through firm contracts that obligate each of its customers to pay a monthly reservation or demand charge regardless of the pipeline capacity used by that customer. An additional commodity usage fee is charged to the customer based on the actual volume of natural gas transported. Transportation revenues are also generated from interruptible contracts pursuant to which a fee is charged to the customer based on volumes transported through the pipeline. Revenues for transportation of natural gas and NGLs are recognized over the period of firm transportation contracts or, in the case of usage fees and interruptible contracts, when the volumes are received into the pipeline. From time to time, certain revenues may be subject to refund pending the outcome of rate matters before the Federal Energy Regulatory Commission (the “FERC”) and reserves are established where appropriate. See Note 11 for discussion of the Partnership's pending rate case with the FERC. Proceeds from the sale of residue gas, NGLs and condensate are reported as revenues from natural gas, natural gas liquids and condensate in the consolidated statements of income. Revenues attributable to the fixed-fee component of gathering and processing contracts as well as demand charges and commodity usage fees on transportation contracts are reported as revenues from gathering, processing and transportation of natural gas and natural gas liquids in the consolidated statements of income.
Equity-based compensation. Phantom unit awards are granted under the Western Gas Partners, LP 2008 Long-Term Incentive Plan (the “LTIP”). The LTIP was adopted by the general partner of the Partnership and permits the issuance of up to 2,250,000 units, of which 2,160,848 units remain available for future issuance as of December 31, 2011. Upon vesting of each phantom unit, the holder will receive common units of the Partnership or, at the discretion of the general partner's board of directors, cash in an amount equal to the market value of common units of the Partnership on the vesting date. Equity-based compensation expense attributable to grants made under the LTIP impact the Partnership's cash flows from operating activities only to the extent cash payments are made to a participant in lieu of issuance of common units to the participant. The Partnership amortizes stock-based compensation expense attributable to awards granted under the LTIP over the vesting periods applicable to the awards. Additionally, the Partnership's general and administrative expenses include equity-based compensation costs allocated by Anadarko to the Partnership for grants made pursuant to: (i) Western Gas Holdings, LLC Equity Incentive Plan, as amended and restated (the “Incentive Plan”) and (ii) the Anadarko Petroleum Corporation 1999 Stock Incentive Plan and the Anadarko Petroleum Corporation 2008 Omnibus Incentive Compensation Plan (Anadarko's plans are referred to collectively as the “Anadarko Incentive Plans”). Under the Incentive Plan, participants are granted Unit Value Rights (“UVRs”), Unit Appreciation Rights (“UARs”) and Dividend Equivalent Rights (“DERs”). UVRs and UARs granted under the Incentive Plan in 2011 and 2010 were collectively valued at $634.00 per unit and $215.00 per unit as of December 31, 2011 and 2010, respectively. The UVRs and UARs either vest ratably over three years or vest in two equal installments on the second and fourth anniversaries of the grant date, or earlier in connection with certain other events. Upon the occurrence of a UVR vesting event, each participant will receive a lump-sum cash payment (net of any applicable withholding taxes) for each UVR. The UVRs may not be sold or transferred except to the general partner, Anadarko or any of its affiliates. Upon the occurrence of a UAR vesting event, each participant will receive a lump-sum cash payment (net of any applicable withholding taxes) for each UAR that is exercised prior to (i) the 90th day after a participant's voluntary termination, or (ii) the 10th anniversary of the grant date, whichever occurs first. DERs granted under the Incentive Plan vest upon the occurrence of certain events, become payable no later than 30 days subsequent to vesting and expire 10 years from the date of grant.
Grants made under equity-based compensation plans result in equity-based compensation expense, which is determined by reference to the fair value of equity compensation. For equity-based awards ultimately settled through the issuance of units or stock, the fair value is measured as of the date of the relevant equity grant. For equity-based awards issued under the Incentive Plan and ultimately settled in cash, the fair value of the relevant equity grant is revised periodically based on the estimated fair value of the Partnership's general partner using a discounted cash flow estimate and multiples-valuation terminal value. Equity-based compensation expense attributable to grants made under the Incentive Plan will impact the Partnership's cash flows from operating activities only to the extent cash payments are made to Incentive Plan participants who provided services to us pursuant to the omnibus agreement. Equity-based compensation granted under the Anadarko Incentive Plans does not impact the Partnership's cash flows from operating activities. See Note 5.
Income taxes. The Partnership generally is not subject to federal income tax or state income tax other than Texas margin tax on the portion of its income that is apportionable to Texas. Federal and state income tax expense was recorded prior to the Partnership's acquisition of the Partnership assets. In addition, deferred federal and state income taxes are recorded on temporary differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases with respect to the Partnership assets prior to the Partnership's acquisition; and deferred state income taxes are recorded with respect to the Partnership assets including and subsequent to acquisition. The recognition of deferred federal and state tax assets prior to the Partnership's acquisition of the Partnership assets was based on management's belief that it was more likely than not that the results of future operations would generate sufficient taxable income to realize the deferred tax assets. For periods including or subsequent to the Partnership's acquisition of the Partnership assets, the Partnership is only subject to Texas margin tax; therefore, deferred federal income tax assets and liabilities with respect to the Partnership assets for periods including and subsequent to the Partnership's acquisitions are no longer recognized by the Partnership. For periods including and subsequent to the Partnership's acquisition of the Partnership assets, the Partnership makes payments to Anadarko pursuant to the tax sharing agreement entered into between Anadarko and the Partnership for its estimated share of taxes from all forms of taxation, excluding taxes imposed by the United States, that are included in any combined or consolidated returns filed by Anadarko. The aggregate difference in the basis of the Partnership's Assets for financial and tax reporting purposes cannot be readily determined as the Partnership does not have access to information about each partner's tax attributes in the Partnership. The accounting standard for uncertain tax positions defines the criteria an individual tax position must meet for any part of the benefit of that position to be recognized in the financial statements. The Partnership has no material uncertain tax positions at December 31, 2011 or 2010.
Net income per common unit. The Partnership applies the two-class method in determining net income per unit applicable to master limited partnerships having multiple classes of securities including common units, general partnership units and incentive distribution rights (“IDRs”) of the general partner. Under the two-class method, net income per unit is calculated as if all of the earnings for the period were distributed pursuant to the terms of the relevant contractual arrangement. The accounting guidance provides the methodology for and circumstances under which undistributed earnings are allocated to the general partner, limited partners and IDR holders. For the Partnership, earnings per unit is calculated based on the assumption that the Partnership distributes to its unitholders an amount of cash equal to the net income of the Partnership, notwithstanding the general partner's ultimate discretion over the amount of cash to be distributed for the period, the existence of other legal or contractual limitations that would prevent distributions of all of the net income for the period or any other economic or practical limitation on the ability to make a full distribution of all of the net income for the period. The Partnership's net income for periods including and subsequent to the Partnership's acquisitions of the Partnership assets is allocated to the general partner and the limited partners, including any subordinated unitholders, in accordance with their respective ownership percentages, and when applicable, giving effect to incentive distributions allocable to the general partner. The Partnership's net income allocable to the limited partners is allocated between the common and subordinated unitholders by applying the provisions of the partnership agreement that govern actual cash distributions as if all earnings for the period had been distributed. Specifically, net income equal to the amount of available cash (as defined by the partnership agreement) is allocated to the general partner, common unitholders and subordinated unitholders consistent with actual cash distributions, including incentive distributions allocable to the general partner. Undistributed earnings (net income in excess of distributions) or undistributed losses (available cash in excess of net income) are then allocated to the general partner, common unitholders and subordinated unitholders in accordance with their respective ownership percentages during each period. See Note 4.
Other assets. For all periods presented, other assets on the Partnership's consolidated balance sheets include a $0.7 million receivable recognized in conjunction with the capital lease component of a processing agreement assumed in connection with the MGR acquisition. The agreement, in which the Partnership is the lessor, extends through November 2014. Other assets also includes $4.6 million related to the unguaranteed residual value of the processing plant included in the processing agreement, based on a measurement of fair value estimated when the plant was acquired by Anadarko in 2006. Interest income related to the capital lease is recorded to other income (expense), net on the accompanying consolidated statements of income.
Recently issued accounting standard not yet adopted. In September 2011, the Financial Accounting Standards Board issued an Accounting Standards Update (“ASU”) that permits an initial assessment of qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount for goodwill impairment testing purposes. Thus, determining a reporting unit's fair value is not required unless, as a result of the qualitative assessment, it is more likely than not that the fair value of the reporting unit is less than its carrying amount. This ASU is effective prospectively beginning January 1, 2012. Adoption of this ASU will have no impact on the Partnership's consolidated financial statements.
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Other Intangible Assets - Additional Information (details) (USD $)
In Millions, unless otherwise specified |
12 Months Ended |
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Dec. 31, 2011
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Goodwill and Intangible Assets Disclosure [Abstract] | |
Customer relationship intangible assets | $ 52.9 |
Accumulated amortization of customer relationship intangible assets | $ 0.9 |
Straight-line basis of amortization | 50 |