(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) | ||
Title of each class | Trading symbol | Name of exchange on which registered | ||
99.1 | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
WESTERN MIDSTREAM PARTNERS, LP | ||||
By: | Western Midstream Holdings, LLC, its general partner | |||
Dated: | May 5, 2020 | By: | /s/ Michael P. Ure | |
Michael P. Ure President and Chief Executive Officer | ||||

• | Gathered record Delaware Basin produced-water throughput of 717 MBbls/d for the first quarter, representing an 18-percent sequential-quarter increase |
• | Achieved record Delaware oil throughput of 192 MBbls/d for the first quarter, representing a 14-percent sequential-quarter increase |
• | Processed record Delaware and DJ Basin gas throughput of 2.8 Bcf/d for the first quarter, representing a 9-percent sequential-quarter increase |
• | Commenced operations of Latham Train II at the DJ Basin complex and Loving ROTF Train III at the DBM oil system |
• | Repurchased $100 million of Senior Notes due 2021 and 2022 for an aggregate price of $90.1 million via open-market repurchases |
(1) Please see the definitions of the Partnership’s non-GAAP measures at the end of this release and reconciliation of GAAP to non-GAAP measures. | ||
(1) Represents total throughput attributable to WES, which excludes the 25% third-party interest in Chipeta and the 2.0% Occidental subsidiary-owned limited partner interest in WES Operating, which collectively represent WES’s noncontrolling interests. | ||
(2) Please see the definitions of the Partnership’s non-GAAP measures at the end of this release and reconciliation of GAAP to non-GAAP measures. | ||
• | Adjusted EBITDA between $1.725 billion and $1.825 billion, which includes previously announced cost reductions of approximately $75 million attributable to estimated operating and maintenance and general and administrative expense cost savings |
• | Total capital expenditures between $450 million and $550 million, representing a 45-percent reduction to prior guidance, including costs associated with approximately 15,000 horsepower of compression, over 65 miles of gathering, the completion of the second Latham train during first-quarter 2020, and the addition of two 30 MBbls/d oil-stabilization trains and approximately 120 MBbls/d of saltwater disposal capacity in the Delaware Basin by year-end 2020 |
• | 50-percent distribution decrease from fourth-quarter 2019 per-unit distribution of $0.622 |
Three Months Ended March 31, | ||||||||
thousands | 2020 | 2019 | ||||||
Reconciliation of Net cash provided by operating activities to Free cash flow | ||||||||
Net cash provided by operating activities | $ | 393,311 | $ | 343,073 | ||||
Less: | ||||||||
Capital expenditures | 172,816 | 386,144 | ||||||
Contributions to equity investments | 10,960 | 36,543 | ||||||
Add: | ||||||||
Distributions from equity investments in excess of cumulative earnings | 5,052 | 7,792 | ||||||
Free cash flow | $ | 214,587 | $ | (71,822 | ) | |||
Cash flow information | ||||||||
Net cash provided by operating activities | $ | 393,311 | $ | 343,073 | ||||
Net cash used in investing activities | (178,724 | ) | (2,515,732 | ) | ||||
Net cash provided by (used in) financing activities | (162,267 | ) | 2,180,564 | |||||
Three Months Ended | ||||||||||||
thousands | June 30, 2019 | September 30, 2019 | December 31, 2019 | |||||||||
Reconciliation of Net cash provided by operating activities to Free cash flow | ||||||||||||
Net cash provided by operating activities | $ | 343,458 | $ | 340,154 | $ | 297,415 | ||||||
Less: | ||||||||||||
Capital expenditures | 318,281 | 242,841 | 241,563 | |||||||||
Contributions to equity investments | 40,790 | 30,785 | 20,275 | |||||||||
Add: | ||||||||||||
Distributions from equity investments in excess of cumulative earnings | 9,260 | 4,151 | 9,053 | |||||||||
Free cash flow | $ | (6,353 | ) | $ | 70,679 | $ | 44,630 | |||||
Cash flow information | ||||||||||||
Net cash provided by operating activities | $ | 343,458 | $ | 340,154 | $ | 297,415 | ||||||
Net cash used in investing activities | (349,436 | ) | (269,475 | ) | (253,210 | ) | ||||||
Net cash provided by (used in) financing activities | 1,726 | (49,044 | ) | (61,673 | ) | |||||||
Three Months Ended March 31, | ||||||||
thousands | 2020 | 2019 | ||||||
Reconciliation of Net income (loss) to Adjusted EBITDA | ||||||||
Net income (loss) | $ | (289,400 | ) | $ | 211,979 | |||
Add: | ||||||||
Distributions from equity investments | 65,920 | 62,013 | ||||||
Non-cash equity-based compensation expense | 5,234 | 1,798 | ||||||
Interest expense | 88,586 | 65,876 | ||||||
Income tax expense | — | 10,092 | ||||||
Depreciation and amortization | 132,319 | 113,946 | ||||||
Impairments (1) | 596,802 | 390 | ||||||
Other expense | 4,048 | 35,213 | ||||||
Less: | ||||||||
Gain (loss) on divestiture and other, net | (40 | ) | (590 | ) | ||||
Gain (loss) on early extinguishment of debt | 7,345 | — | ||||||
Equity income, net – related parties | 61,347 | 57,992 | ||||||
Interest income – related parties | 4,225 | 4,225 | ||||||
Income tax benefit | 4,280 | — | ||||||
Adjusted EBITDA attributable to noncontrolling interests (2) | 12,765 | 11,350 | ||||||
Adjusted EBITDA | $ | 513,587 | $ | 428,330 | ||||
Reconciliation of Net cash provided by operating activities to Adjusted EBITDA | ||||||||
Net cash provided by operating activities | $ | 393,311 | $ | 343,073 | ||||
Interest (income) expense, net | 84,361 | 61,651 | ||||||
Uncontributed cash-based compensation awards | — | (570 | ) | |||||
Accretion and amortization of long-term obligations, net | (2,100 | ) | (1,511 | ) | ||||
Current income tax (benefit) expense | (2,112 | ) | 6,027 | |||||
Other (income) expense, net (3) | 1,761 | (432 | ) | |||||
Distributions from equity investments in excess of cumulative earnings – related parties | 5,052 | 7,792 | ||||||
Changes in assets and liabilities: | ||||||||
Accounts receivable, net | (7,702 | ) | (9,486 | ) | ||||
Accounts and imbalance payables and accrued liabilities, net | 28,924 | 55,529 | ||||||
Other items, net | 24,857 | (22,393 | ) | |||||
Adjusted EBITDA attributable to noncontrolling interests (2) | (12,765 | ) | (11,350 | ) | ||||
Adjusted EBITDA | $ | 513,587 | $ | 428,330 | ||||
Cash flow information | ||||||||
Net cash provided by operating activities | $ | 393,311 | $ | 343,073 | ||||
Net cash used in investing activities | (178,724 | ) | (2,515,732 | ) | ||||
Net cash provided by (used in) financing activities | (162,267 | ) | 2,180,564 | |||||
(1) | Includes goodwill impairment for the three months ended March 31, 2020. |
(2) | For all periods presented, includes (i) the 25% third-party interest in Chipeta and (ii) the 2.0% Occidental subsidiary-owned limited partner interest in WES Operating, which collectively represent WES’s noncontrolling interests. |
(3) | Excludes the non-cash loss on interest-rate swaps of $35.6 million for the three months ended March 31, 2019. |
Three Months Ended March 31, | ||||||||
thousands | 2020 | 2019 | ||||||
Reconciliation of Operating income (loss) to Adjusted gross margin | ||||||||
Operating income (loss) | $ | (214,903 | ) | $ | 318,928 | |||
Add: | ||||||||
Distributions from equity investments | 65,920 | 62,013 | ||||||
Operation and maintenance | 159,191 | 142,829 | ||||||
General and administrative | 40,465 | 22,844 | ||||||
Property and other taxes | 18,476 | 16,285 | ||||||
Depreciation and amortization | 132,319 | 113,946 | ||||||
Impairments (1) | 596,802 | 390 | ||||||
Less: | ||||||||
Gain (loss) on divestiture and other, net | (40 | ) | (590 | ) | ||||
Equity income, net – related parties | 61,347 | 57,992 | ||||||
Reimbursed electricity-related charges recorded as revenues | 19,223 | 16,589 | ||||||
Adjusted gross margin attributable to noncontrolling interests (2) | 16,425 | 15,550 | ||||||
Adjusted gross margin | $ | 701,315 | $ | 587,694 | ||||
Adjusted gross margin for natural-gas assets | $ | 471,366 | $ | 412,428 | ||||
Adjusted gross margin for crude-oil and NGLs assets | 167,828 | 131,370 | ||||||
Adjusted gross margin for produced-water assets | 62,121 | 43,896 | ||||||
(1) | Includes goodwill impairment for the three months ended March 31, 2020. |
(2) | For all periods presented, includes (i) the 25% third-party interest in Chipeta and (ii) the 2.0% Occidental subsidiary-owned limited partner interest in WES Operating, which collectively represent WES’s noncontrolling interests. |
Three Months Ended March 31, | ||||||||
thousands except per-unit amounts | 2020 | 2019 | ||||||
Revenues and other | ||||||||
Service revenues – fee based | $ | 701,396 | $ | 579,974 | ||||
Service revenues – product based | 15,921 | 19,379 | ||||||
Product sales | 56,649 | 72,133 | ||||||
Other | 347 | 397 | ||||||
Total revenues and other | 774,313 | 671,883 | ||||||
Equity income, net – related parties | 61,347 | 57,992 | ||||||
Operating expenses | ||||||||
Cost of product | 103,270 | 114,063 | ||||||
Operation and maintenance | 159,191 | 142,829 | ||||||
General and administrative | 40,465 | 22,844 | ||||||
Property and other taxes | 18,476 | 16,285 | ||||||
Depreciation and amortization | 132,319 | 113,946 | ||||||
Long-lived asset impairments | 155,785 | 390 | ||||||
Goodwill impairment | 441,017 | — | ||||||
Total operating expenses | 1,050,523 | 410,357 | ||||||
Gain (loss) on divestiture and other, net | (40 | ) | (590 | ) | ||||
Operating income (loss) | (214,903 | ) | 318,928 | |||||
Interest income – related parties | 4,225 | 4,225 | ||||||
Interest expense | (88,586 | ) | (65,876 | ) | ||||
Gain (loss) on early extinguishment of debt | 7,345 | — | ||||||
Other income (expense), net (1) | (1,761 | ) | (35,206 | ) | ||||
Income (loss) before income taxes | (293,680 | ) | 222,071 | |||||
Income tax expense (benefit) | (4,280 | ) | 10,092 | |||||
Net income (loss) | (289,400 | ) | 211,979 | |||||
Net income (loss) attributable to noncontrolling interests | (32,873 | ) | 93,319 | |||||
Net income (loss) attributable to Western Midstream Partners, LP | $ | (256,527 | ) | $ | 118,660 | |||
Limited partners’ interest in net income (loss): | ||||||||
Net income (loss) attributable to Western Midstream Partners, LP | $ | (256,527 | ) | $ | 118,660 | |||
Pre-acquisition net (income) loss allocated to Anadarko | — | (29,116 | ) | |||||
General partner interest in net income (loss) | 5,131 | — | ||||||
Limited partners’ interest in net income (loss) | $ | (251,396 | ) | $ | 89,544 | |||
Net income (loss) per common unit – basic and diluted | $ | (0.57 | ) | $ | 0.30 | |||
Weighted-average common units outstanding – basic and diluted | 443,971 | 299,556 | ||||||
(1) | Includes losses associated with the interest-rate swap agreements for the three months ended March 31, 2019. |
thousands except number of units | March 31, 2020 | December 31, 2019 | ||||||
Total current assets | $ | 490,548 | $ | 402,412 | ||||
Note receivable – Anadarko | 257,885 | 260,000 | ||||||
Net property, plant, and equipment | 8,986,731 | 9,064,931 | ||||||
Other assets | 2,173,834 | 2,619,110 | ||||||
Total assets | $ | 11,908,998 | $ | 12,346,453 | ||||
Total current liabilities | $ | 449,725 | $ | 485,954 | ||||
Long-term debt | 8,088,761 | 7,951,565 | ||||||
Asset retirement obligations | 339,454 | 336,396 | ||||||
Other liabilities | 238,773 | 227,245 | ||||||
Total liabilities | 9,116,713 | 9,001,160 | ||||||
Equity and partners’ capital | ||||||||
Common units (443,971,409 units issued and outstanding at March 31, 2020, and December 31, 2019) | 2,684,136 | 3,209,947 | ||||||
General partner units (9,060,641 units issued and outstanding at March 31, 2020, and December 31, 2019) | (24,990 | ) | (14,224 | ) | ||||
Noncontrolling interests | 133,139 | 149,570 | ||||||
Total liabilities, equity, and partners’ capital | $ | 11,908,998 | $ | 12,346,453 | ||||
Three Months Ended March 31, | ||||||||
thousands | 2020 | 2019 | ||||||
Cash flows from operating activities | ||||||||
Net income (loss) | $ | (289,400 | ) | $ | 211,979 | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities and changes in assets and liabilities: | ||||||||
Depreciation and amortization | 132,319 | 113,946 | ||||||
Long-lived asset impairments | 155,785 | 390 | ||||||
Goodwill impairment | 441,017 | — | ||||||
(Gain) loss on divestiture and other, net | 40 | 590 | ||||||
(Gain) loss on early extinguishment of debt | (7,345 | ) | — | |||||
(Gain) loss on interest-rate swaps | — | 35,638 | ||||||
Change in other items, net | (39,105 | ) | (19,470 | ) | ||||
Net cash provided by operating activities | $ | 393,311 | $ | 343,073 | ||||
Cash flows from investing activities | ||||||||
Capital expenditures | $ | (172,816 | ) | $ | (386,144 | ) | ||
Acquisitions from related parties | — | (2,007,501 | ) | |||||
Acquisitions from third parties | — | (93,303 | ) | |||||
Contributions to equity investments - related parties | (10,960 | ) | (36,543 | ) | ||||
Distributions from equity investments in excess of cumulative earnings – related parties | 5,052 | 7,792 | ||||||
Proceeds from the sale of assets to third parties | — | (33 | ) | |||||
Net cash used in investing activities | $ | (178,724 | ) | $ | (2,515,732 | ) | ||
Cash flows from financing activities | ||||||||
Borrowings, net of debt issuance costs | $ | 3,586,173 | $ | 2,430,750 | ||||
Repayments of debt | (3,470,139 | ) | (467,595 | ) | ||||
Increase (decrease) in outstanding checks | (7,308 | ) | (5,890 | ) | ||||
Registration expenses related to the issuance of Partnership common units | — | (855 | ) | |||||
Distributions to Partnership unitholders | (281,786 | ) | (131,910 | ) | ||||
Distributions to Chipeta noncontrolling interest owner | (1,738 | ) | (1,935 | ) | ||||
Distributions to noncontrolling interest owners of WES Operating | (5,807 | ) | (100,999 | ) | ||||
Net contributions from (distributions to) related parties | 20,489 | 451,591 | ||||||
Above-market component of swap agreements with Anadarko | — | 7,407 | ||||||
Finance lease payments | (2,151 | ) | — | |||||
Net cash provided by (used in) financing activities | $ | (162,267 | ) | $ | 2,180,564 | |||
Net increase (decrease) in cash and cash equivalents | $ | 52,320 | $ | 7,905 | ||||
Cash and cash equivalents at beginning of period | 99,962 | 92,142 | ||||||
Cash and cash equivalents at end of period | $ | 152,282 | $ | 100,047 | ||||
Three Months Ended March 31, | ||||||||
2020 | 2019 | |||||||
Throughput for natural-gas assets (MMcf/d) | ||||||||
Gathering, treating, and transportation | 539 | 527 | ||||||
Processing | 3,649 | 3,471 | ||||||
Equity investment (1) | 444 | 377 | ||||||
Total throughput | 4,632 | 4,375 | ||||||
Throughput attributable to noncontrolling interests (2) | 166 | 176 | ||||||
Total throughput attributable to WES for natural-gas assets | 4,466 | 4,199 | ||||||
Throughput for crude-oil and NGLs assets (MBbls/d) | ||||||||
Gathering, treating, and transportation | 361 | 302 | ||||||
Equity investment (3) | 414 | 304 | ||||||
Total throughput | 775 | 606 | ||||||
Throughput attributable to noncontrolling interests (2) | 15 | 12 | ||||||
Total throughput attributable to WES for crude-oil and NGLs assets | 760 | 594 | ||||||
Throughput for produced-water assets (MBbls/d) | ||||||||
Gathering and disposal | 717 | 518 | ||||||
Throughput attributable to noncontrolling interests (2) | 14 | 10 | ||||||
Total throughput attributable to WES for produced-water assets | 703 | 508 | ||||||
Per-Mcf Adjusted gross margin for natural-gas assets (4) | $ | 1.16 | $ | 1.09 | ||||
Per-Bbl Adjusted gross margin for crude-oil and NGLs assets (5) | 2.43 | 2.46 | ||||||
Per-Bbl Adjusted gross margin for produced-water assets (6) | 0.97 | 0.96 | ||||||
(1) | Represents the 14.81% share of average Fort Union throughput, 22% share of average Rendezvous throughput, 50% share of average Mi Vida and Ranch Westex throughput, and 30% share of average Red Bluff Express throughput. |
(2) | For all periods presented, includes (i) the 25% third-party interest in Chipeta and (ii) the 2.0% Occidental subsidiary-owned limited partner interest in WES Operating, which collectively represent WES’s noncontrolling interests. |
(3) | Represents the 10% share of average White Cliffs throughput; 25% share of average Mont Belvieu JV throughput; 20% share of average TEG, TEP, Whitethorn, and Saddlehorn throughput; 33.33% share of average FRP throughput; and 15% share of average Panola and Cactus II throughput. |
(4) | Average for period. Calculated as Adjusted gross margin for natural-gas assets, divided by total throughput (MMcf/d) attributable to WES for natural-gas assets. |
(5) | Average for period. Calculated as Adjusted gross margin for crude-oil and NGLs assets, divided by total throughput (MBbls/d) attributable to WES for crude-oil and NGLs assets. |
(6) | Average for period. Calculated as Adjusted gross margin for produced-water assets, divided by total throughput (MBbls/d) attributable to WES for produced-water assets. |
Three Months Ended March 31, | ||||||||||||||||||
2020 | 2019 | 2020 | 2019 | 2020 | 2019 | |||||||||||||
Natural gas (MMcf/d) | Crude oil & NGLs (MBbls/d) | Produced water (MBbls/d) | ||||||||||||||||
Delaware Basin | 1,389 | 1,178 | 192 | 145 | 717 | 518 | ||||||||||||
DJ Basin | 1,407 | 1,258 | 128 | 102 | — | — | ||||||||||||
Equity investments | 444 | 377 | 414 | 304 | — | — | ||||||||||||
Other | 1,392 | 1,562 | 41 | 55 | — | — | ||||||||||||
Total throughput | 4,632 | 4,375 | 775 | 606 | 717 | 518 | ||||||||||||