Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 26, 2015 | |
Document And Entity Information [Abstract] | ||
Trading Symbol | WES | |
Entity Registrant Name | Western Gas Partners LP | |
Entity Central Index Key | 1,414,475 | |
Document Type | 10-Q/A | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | true | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Amendment Description | Explanatory Note We are filing this Amendment No. 1 on Form 10-Q/A (this “Form 10-Q/A”) to amend our Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, originally filed with the Securities and Exchange Commission (the “SEC”) on October 29, 2015 (the “Original Filing”), to restate our unaudited consolidated financial statements and related disclosures as of, and for the three and nine months ended, September 30, 2015. This Form 10-Q/A also amends certain other items in the Original Filing, as noted below. Restatement Background In connection with the preparation of our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, we determined that there was an error in the impairment test calculation performed as of March 31, 2015. Specifically, the impact of our commodity price swap agreements with Anadarko was incorrectly included when performing an assessment to identify a triggering event that would necessitate a calculation to determine whether the net book value of certain midstream assets exceeded their fair value. We determined that the error caused a material understatement in our impairment expense for the quarter ended March 31, 2015. As a result of the discovery of this error, on January 27, 2016, the Audit Committee of the Board of Directors of our general partner, after discussion with management and KPMG LLP, our independent registered public accounting firm, concluded that the unaudited consolidated financial statements included in our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2015, June 30, 2015, and September 30, 2015, should no longer be relied upon due to changes related to impairments. Accordingly, we are restating our unaudited consolidated financial statements as of, and for the three and nine months ended, September 30, 2015, to reflect an impairment charge in the first quarter of 2015 of $264.4 million related to the Red Desert complex, located in southwestern Wyoming. This impairment loss recorded as of March 31, 2015, also impacts depreciation and amortization for the three and nine months ended September 30, 2015. See Note 1—Description of Business and Basis of Presentation (Restated) in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q/A for more information regarding the impact of this adjustment. In connection with the need to restate our unaudited consolidated financial statements as a result of the error noted above, we have determined that it would be appropriate within this Form 10-Q/A to make adjustments for certain previously unrecorded immaterial adjustments. See Note 1—Description of Business and Basis of Presentation (Restated) in the Notes to Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q/A for more information regarding the impact of such adjustments. This report on Form 10-Q/A is presented as of the filing date of the Original Filing and does not reflect events occurring after that date, or modify or update the information contained therein in any way other than as required to correct the error and record the adjustments described above. Internal Control Consideration The Chief Executive Officer and Chief Financial Officer of our general partner have determined that there was a deficiency in our internal control over financial reporting that constituted a material weakness, as defined by SEC regulations, at September 30, 2015. For a discussion of management’s evaluation of our disclosure controls and procedures and the material weakness identified, see Part I, Item 4 of this Form 10-Q/A. | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Units Outstanding | 128,574,646 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||||||
Revenues and Other | |||||||||
Total revenues and other | $ 385,101 | $ 357,521 | [1] | $ 1,190,082 | $ 1,016,151 | [1] | |||
Equity income, net | [2],[3] | 21,976 | 19,063 | [1] | 59,137 | [4] | 41,322 | [1],[4] | |
Operating expenses | |||||||||
Cost of product | [5] | 127,721 | 113,217 | [1] | 414,378 | 330,926 | [1] | ||
Operation and maintenance | [5] | 80,633 | 67,489 | [1] | 218,640 | 184,023 | [1] | ||
General and administrative | [5] | 9,318 | 8,339 | [1] | 28,497 | 25,688 | [1] | ||
Property and other taxes | 8,343 | 6,793 | [1] | 25,641 | 21,343 | [1] | |||
Depreciation and amortization | 60,160 | [6] | 46,379 | [1] | 183,715 | [6],[7] | 132,236 | [1] | |
Impairments | 2,337 | [6] | 898 | [1] | 276,229 | [6],[7] | 2,431 | [1] | |
Total operating expenses | 288,512 | 243,115 | [1] | 1,147,100 | 696,647 | [1] | |||
Gain on divestiture, net | 77,244 | 0 | [1] | 77,244 | 0 | [1] | |||
Operating income (loss) | 195,809 | 133,469 | [1] | 179,363 | 360,826 | [1] | |||
Interest income - affiliates | [8] | 4,225 | 4,225 | [1] | 12,675 | 12,675 | [1] | ||
Interest expense | [9] | (31,773) | (20,878) | [1] | (82,337) | (55,703) | [1] | ||
Other income (expense), net | 85 | 97 | [1] | 227 | 788 | [1] | |||
Income (loss) before income taxes | 168,346 | 116,913 | [1] | 109,928 | 318,586 | [1] | |||
Income tax (benefit) expense | 1,869 | 3,891 | [1] | 3,575 | 8,199 | [1] | |||
Net income (loss) | 166,477 | 113,022 | [1] | 106,353 | 310,387 | [1] | |||
Net income attributable to noncontrolling interest | 2,188 | 3,863 | [1] | 8,230 | 11,005 | [1] | |||
Net income (loss) attributable to Western Gas Partners, LP | 164,289 | 109,159 | [1] | 98,123 | 299,382 | [1] | |||
Limited partners' interest in net income (loss): | |||||||||
Pre-acquisition net (income) loss allocated to Anadarko | 0 | (6,482) | [1] | (1,742) | (13,282) | [1] | |||
General partner interest in net (income) loss | [10] | (50,267) | (31,058) | [1] | (133,415) | (83,939) | [1] | ||
Limited partners' interest in net income (loss) | [10] | $ 114,022 | $ 71,619 | [1] | $ (37,034) | $ 202,161 | [1] | ||
Net income (loss) per common unit - basic | [11] | $ 0.79 | $ 0.60 | [1] | $ (0.35) | $ 1.71 | [1] | ||
Net income (loss) per common unit - diluted | [11],[12] | $ 0.79 | $ 0.60 | [1] | $ (0.35) | $ 1.71 | [1] | ||
Affiliates [Member] | |||||||||
Revenues and Other | |||||||||
Gathering, processing and transportation of natural gas and natural gas liquids | $ 141,556 | $ 124,829 | [1] | $ 431,182 | $ 340,775 | [1] | |||
Natural gas, natural gas liquids and drip condensate sales | 105,032 | 142,025 | [1] | 345,385 | 424,207 | [1] | |||
Other | 870 | 2,778 | [1] | 1,172 | 4,349 | [1] | |||
Total revenues and other | [3] | 247,458 | 269,632 | [1] | 777,739 | 769,331 | [1] | ||
Operating expenses | |||||||||
Cost of product | [3] | 35,673 | 27,034 | 132,663 | 85,071 | ||||
Operation and maintenance | [13] | 17,662 | 15,583 | 50,534 | 44,961 | ||||
General and administrative | [14] | 7,671 | 7,016 | 22,556 | 21,243 | ||||
Total operating expenses | 61,006 | 49,633 | 205,753 | 151,275 | |||||
Interest expense | [15] | (4,310) | 0 | (9,920) | 0 | ||||
Third Parties [Member] | |||||||||
Revenues and Other | |||||||||
Gathering, processing and transportation of natural gas and natural gas liquids | 94,082 | 70,996 | [1] | 267,566 | 201,985 | [1] | |||
Natural gas, natural gas liquids and drip condensate sales | 41,968 | 11,647 | [1] | 141,489 | 37,533 | [1] | |||
Other | 1,593 | 5,246 | [1] | 3,288 | 7,302 | [1] | |||
Total revenues and other | 137,643 | 87,889 | [1] | 412,343 | 246,820 | [1] | |||
Operating expenses | |||||||||
Interest expense | $ (27,463) | $ (20,878) | $ (72,417) | $ (55,703) | |||||
[1] | Financial information has been recast to include the financial position and results attributable to the DBJV system. See Note 1 and Note 2. | ||||||||
[2] | Income earned from equity investments is classified as affiliate. See Note 1. | ||||||||
[3] | Represents amounts earned or incurred on and subsequent to the date of acquisition of the Partnership assets, as well as amounts earned or incurred by Anadarko on a historical basis related to the Partnership assets prior to the acquisition of such assets, recognized under gathering, treating or processing agreements, and purchase and sale agreements. See Adjustments to Previously Issued Financial Statements in Note 1. | ||||||||
[4] | Income earned on, distributions from and contributions to equity investments are classified as affiliate. See Note 1. | ||||||||
[5] | Cost of product includes product purchases from Anadarko (as defined in Note 1) of $35.7 million and $132.7 million for the three and nine months ended September 30, 2015, respectively, and $27.0 million and $85.1 million for the three and nine months ended September 30, 2014, respectively. Operation and maintenance includes charges from Anadarko of $17.7 million and $50.5 million for the three and nine months ended September 30, 2015, respectively, and $15.6 million and $45.0 million for the three and nine months ended September 30, 2014, respectively. General and administrative includes charges from Anadarko of $7.7 million and $22.6 million for the three and nine months ended September 30, 2015, respectively, and $7.0 million and $21.2 million for the three and nine months ended September 30, 2014, respectively. See Note 5. | ||||||||
[6] | “As Reported” amounts previously included as a component of Depreciation, amortization and impairments in the Partnership’s Original Filing. | ||||||||
[7] | “As Reported” amounts previously included as a component of Depreciation, amortization and impairments in the Partnership’s Original Filing. | ||||||||
[8] | Represents interest income recognized on the note receivable from Anadarko. | ||||||||
[9] | Includes affiliate (as defined in Note 1) interest expense of $4.3 million and $9.9 million for the three and nine months ended September 30, 2015, respectively, and zero for each of the three and nine months ended September 30, 2014. See Note 2 and Note 9. | ||||||||
[10] | Represents net income (loss) earned on and subsequent to the date of acquisition of the Partnership assets (as defined in Note 1). See Note 4. | ||||||||
[11] | See Note 4 for the calculation of net income (loss) per unit. | ||||||||
[12] | Inclusion of Class C units in the calculation would have had an anti-dilutive effect. | ||||||||
[13] | Represents expenses incurred on and subsequent to the date of the acquisition of the Partnership assets, as well as expenses incurred by Anadarko on a historical basis related to the Partnership assets prior to the acquisition of such assets. | ||||||||
[14] | Represents general and administrative expense incurred on and subsequent to the date of the Partnership’s acquisition of the Partnership assets, as well as a management services fee for reimbursement of expenses incurred by Anadarko for periods prior to the acquisition of the Partnership assets by the Partnership. These amounts include equity-based compensation expense allocated to the Partnership by Anadarko (see WES LTIP and WGP LTIP and Anadarko Incentive Plans within this Note 5). | ||||||||
[15] | For the three and nine months ended September 30, 2015, includes accretion expense recognized on the Deferred purchase price obligation - Anadarko for the acquisition of DBJV (see Note 2 and Note 9). |
Consolidated Statements of Inc3
Consolidated Statements of Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||||
Cost of product | [1] | $ 127,721 | $ 113,217 | [2] | $ 414,378 | $ 330,926 | [2] |
Operation and maintenance | [1] | 80,633 | 67,489 | [2] | 218,640 | 184,023 | [2] |
General and administrative | [1] | 9,318 | 8,339 | [2] | 28,497 | 25,688 | [2] |
Interest expense | [3] | 31,773 | 20,878 | [2] | 82,337 | 55,703 | [2] |
Affiliates [Member] | |||||||
Cost of product | [4] | 35,673 | 27,034 | 132,663 | 85,071 | ||
Operation and maintenance | [5] | 17,662 | 15,583 | 50,534 | 44,961 | ||
General and administrative | [6] | 7,671 | 7,016 | 22,556 | 21,243 | ||
Interest expense | [7] | $ 4,310 | $ 0 | $ 9,920 | $ 0 | ||
[1] | Cost of product includes product purchases from Anadarko (as defined in Note 1) of $35.7 million and $132.7 million for the three and nine months ended September 30, 2015, respectively, and $27.0 million and $85.1 million for the three and nine months ended September 30, 2014, respectively. Operation and maintenance includes charges from Anadarko of $17.7 million and $50.5 million for the three and nine months ended September 30, 2015, respectively, and $15.6 million and $45.0 million for the three and nine months ended September 30, 2014, respectively. General and administrative includes charges from Anadarko of $7.7 million and $22.6 million for the three and nine months ended September 30, 2015, respectively, and $7.0 million and $21.2 million for the three and nine months ended September 30, 2014, respectively. See Note 5. | ||||||
[2] | Financial information has been recast to include the financial position and results attributable to the DBJV system. See Note 1 and Note 2. | ||||||
[3] | Includes affiliate (as defined in Note 1) interest expense of $4.3 million and $9.9 million for the three and nine months ended September 30, 2015, respectively, and zero for each of the three and nine months ended September 30, 2014. See Note 2 and Note 9. | ||||||
[4] | Represents amounts earned or incurred on and subsequent to the date of acquisition of the Partnership assets, as well as amounts earned or incurred by Anadarko on a historical basis related to the Partnership assets prior to the acquisition of such assets, recognized under gathering, treating or processing agreements, and purchase and sale agreements. See Adjustments to Previously Issued Financial Statements in Note 1. | ||||||
[5] | Represents expenses incurred on and subsequent to the date of the acquisition of the Partnership assets, as well as expenses incurred by Anadarko on a historical basis related to the Partnership assets prior to the acquisition of such assets. | ||||||
[6] | Represents general and administrative expense incurred on and subsequent to the date of the Partnership’s acquisition of the Partnership assets, as well as a management services fee for reimbursement of expenses incurred by Anadarko for periods prior to the acquisition of the Partnership assets by the Partnership. These amounts include equity-based compensation expense allocated to the Partnership by Anadarko (see WES LTIP and WGP LTIP and Anadarko Incentive Plans within this Note 5). | ||||||
[7] | For the three and nine months ended September 30, 2015, includes accretion expense recognized on the Deferred purchase price obligation - Anadarko for the acquisition of DBJV (see Note 2 and Note 9). |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | [1] | |
Current assets | ||||
Cash and cash equivalents | $ 73,200 | $ 67,054 | ||
Accounts receivable, net | [2] | 150,538 | 109,243 | |
Other current assets | [3] | 11,399 | 10,067 | |
Total current assets | 235,137 | 186,364 | ||
Note receivable - Anadarko | 260,000 | 260,000 | ||
Property, plant and equipment | ||||
Cost | 5,862,721 | 5,626,650 | ||
Less accumulated depreciation | 1,330,802 | 1,055,207 | ||
Net property, plant and equipment | 4,531,919 | 4,571,443 | ||
Goodwill | 387,633 | 389,087 | ||
Other intangible assets | 839,234 | 884,857 | ||
Equity investments | 629,627 | 634,492 | ||
Other assets | 30,779 | 28,289 | ||
Total assets | 6,914,329 | 6,954,532 | ||
Current liabilities | ||||
Accounts and natural gas imbalance payables | [4] | 57,598 | 54,232 | |
Accrued ad valorem taxes | 26,416 | 14,812 | ||
Accrued liabilities | 138,579 | 170,789 | ||
Total current liabilities | 222,593 | 239,833 | ||
Long-term debt | 2,587,189 | 2,422,954 | ||
Deferred income taxes | 6,540 | 45,656 | ||
Asset retirement obligations and other | 119,422 | 111,714 | ||
Deferred purchase price obligation - Anadarko | [5] | 184,196 | 0 | |
Total long-term liabilities | 2,897,347 | 2,580,324 | ||
Total liabilities | 3,119,940 | 2,820,157 | ||
Equity and partners' capital | ||||
General partner units (2,583,068 units issued and outstanding at September 30, 2015, and December 31, 2014) | 119,086 | 105,725 | ||
Net investment by Anadarko | 0 | 122,509 | ||
Total partners' capital | 3,726,839 | 4,064,905 | ||
Noncontrolling interest | 67,550 | 69,470 | ||
Total equity and partners' capital | 3,794,389 | 4,134,375 | ||
Total liabilities, equity and partners' capital | 6,914,329 | 6,954,532 | ||
Common Units [Member] | ||||
Equity and partners' capital | ||||
Common units (128,574,646 and 127,695,130 units issued and outstanding at September 30, 2015, and December 31, 2014, respectively) and Class C Units (11,230,814 and 10,913,853 units issued and outstanding at September 30, 2015, and December 31, 2014, respectively) | 2,882,831 | 3,119,714 | ||
Class C Units [Member] | ||||
Equity and partners' capital | ||||
Common units (128,574,646 and 127,695,130 units issued and outstanding at September 30, 2015, and December 31, 2014, respectively) and Class C Units (11,230,814 and 10,913,853 units issued and outstanding at September 30, 2015, and December 31, 2014, respectively) | $ 724,922 | $ 716,957 | ||
[1] | Financial information has been recast to include the financial position and results attributable to the DBJV system. See Note 1 and Note 2. | |||
[2] | Accounts receivable, net includes amounts receivable from affiliates (as defined in Note 1) of $46.9 million and $64.7 million as of September 30, 2015, and December 31, 2014, respectively. | |||
[3] | Other current assets includes natural gas imbalance receivables from affiliates of zero and $0.2 million as of September 30, 2015, and December 31, 2014, respectively. | |||
[4] | Accounts and natural gas imbalance payables includes amounts payable to affiliates of zero and $0.1 million as of September 30, 2015, and December 31, 2014, respectively. | |||
[5] | See Note 2. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | ||
General partner units issued | 2,583,068 | 2,583,068 | ||
General partner units outstanding | 2,583,068 | 2,583,068 | ||
Accounts receivable, net | [1] | $ 150,538 | $ 109,243 | [2] |
Other current assets | [3] | 11,399 | 10,067 | [2] |
Accounts and natural gas imbalance payables | [4] | $ 57,598 | $ 54,232 | [2] |
Common Units [Member] | ||||
Units issued | 128,574,646 | 127,695,130 | ||
Units outstanding | 128,574,646 | 127,695,130 | ||
Class C Units [Member] | ||||
Units issued | 11,230,814 | 10,913,853 | ||
Units outstanding | 11,230,814 | 10,913,853 | ||
Affiliates [Member] | ||||
Accounts receivable, net | $ 46,900 | $ 64,700 | ||
Other current assets | 0 | 200 | ||
Accounts and natural gas imbalance payables | $ 0 | $ 100 | ||
[1] | Accounts receivable, net includes amounts receivable from affiliates (as defined in Note 1) of $46.9 million and $64.7 million as of September 30, 2015, and December 31, 2014, respectively. | |||
[2] | Financial information has been recast to include the financial position and results attributable to the DBJV system. See Note 1 and Note 2. | |||
[3] | Other current assets includes natural gas imbalance receivables from affiliates of zero and $0.2 million as of September 30, 2015, and December 31, 2014, respectively. | |||
[4] | Accounts and natural gas imbalance payables includes amounts payable to affiliates of zero and $0.1 million as of September 30, 2015, and December 31, 2014, respectively. |
Consolidated Statement of Equit
Consolidated Statement of Equity and Partners' Capital - 9 months ended Sep. 30, 2015 - USD ($) $ in Thousands | Total | Net Investment by Anadarko [Member] | Common Units [Member] | Class C Units [Member] | General Partner Units [Member] | Noncontrolling Interest [Member] | |
Balance at Dec. 31, 2014 | [1] | $ 4,134,375 | $ 122,509 | $ 3,119,714 | $ 716,957 | $ 105,725 | $ 69,470 |
Net income (loss) | 106,353 | 1,742 | (35,752) | (1,282) | 133,415 | 8,230 | |
Above-market component of swap extensions with Anadarko | [2] | 7,916 | 7,916 | ||||
Issuance of common units, net of offering expenses | 57,353 | 57,353 | |||||
Amortization of beneficial conversion feature of Class C units | 0 | (9,247) | 9,247 | ||||
Distributions to noncontrolling interest owner | (10,150) | (10,150) | |||||
Distributions to unitholders | (398,983) | (278,956) | (120,027) | ||||
Acquisitions from affiliates | (174,276) | (197,562) | 23,286 | ||||
Contributions of equity-based compensation from Anadarko | 2,679 | 2,625 | 54 | ||||
Net pre-acquisition contributions from (distributions to) Anadarko | 31,467 | 31,467 | |||||
Net distributions to Anadarko of other assets | (4,386) | (4,305) | (81) | ||||
Elimination of net deferred tax liabilities | 41,844 | 41,844 | |||||
Other | 197 | 197 | |||||
Balance at Sep. 30, 2015 | $ 3,794,389 | $ 0 | $ 2,882,831 | $ 724,922 | $ 119,086 | $ 67,550 | |
[1] | Financial information has been recast to include the financial position and results attributable to the DBJV system. See Note 1 and Note 2. | ||||||
[2] | See Note 5. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | ||||
Cash flows from operating activities | |||||
Net income (loss) | $ 106,353 | $ 310,387 | [1] | ||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||
Depreciation and amortization | 183,715 | [2],[3] | 132,236 | [1] | |
Impairments | 276,229 | [2],[3] | 2,431 | [1] | |
Non-cash equity-based compensation expense | 3,257 | 3,210 | [1] | ||
Deferred income taxes | 2,496 | 4,024 | [1] | ||
Accretion and amortization of long-term obligations, net | 12,296 | 2,045 | [1] | ||
Equity income, net | [4],[5],[6] | (59,137) | (41,322) | [1] | |
Distributions from equity investment earnings | [5] | 60,645 | 43,061 | [1] | |
Gain on divestiture, net | (77,244) | 0 | [1] | ||
Changes in assets and liabilities: | |||||
(Increase) decrease in accounts receivable, net | (24,104) | (52,659) | [1] | ||
Increase (decrease) in accounts and natural gas imbalance payables and accrued liabilities, net | 15,719 | 35,807 | [1] | ||
Change in other items, net | (1,817) | 1,645 | [1] | ||
Net cash provided by operating activities | 498,408 | 440,865 | [1] | ||
Cash flows from investing activities | |||||
Capital expenditures | (473,394) | (529,197) | [1] | ||
Investments in equity affiliates | (9,052) | (63,267) | [1] | ||
Distributions from equity investments in excess of cumulative earnings | [5] | 12,409 | [7] | 14,387 | [1] |
Net cash used in investing activities | (337,989) | (950,282) | [1] | ||
Cash flows from financing activities | |||||
Borrowings, net of debt issuance costs | 769,606 | 1,136,878 | [1] | ||
Repayments of debt | (610,000) | (480,000) | [1] | ||
Increase (decrease) in outstanding checks | (1,482) | 2,908 | [1] | ||
Proceeds from the issuance of common and general partner units, net of offering expenses | 57,353 | 101,502 | [1] | ||
Distributions to unitholders | (398,983) | (297,013) | [1] | ||
Distributions to noncontrolling interest owner | (10,150) | (11,349) | [1] | ||
Net contributions from Anadarko | 31,467 | 23,600 | [1] | ||
Above-market component of swap extensions with Anadarko | [8] | 7,916 | 0 | [1] | |
Net cash provided by (used in) financing activities | (154,273) | 476,526 | [1] | ||
Net increase (decrease) in cash and cash equivalents | 6,146 | (32,891) | [1] | ||
Cash and cash equivalents at beginning of period | 67,054 | [9] | 100,728 | [1] | |
Cash and cash equivalents at end of period | 73,200 | 67,837 | [1] | ||
Supplemental disclosures | |||||
Net distributions to (contributions from) Anadarko of other assets | 4,386 | 6,398 | [1] | ||
Interest paid, net of capitalized interest | 60,612 | 43,504 | [1] | ||
Taxes paid (reimbursements received) | (138) | (340) | [1] | ||
Capital lease asset transfer | [10] | 0 | 4,833 | [1] | |
Delaware Basin JV Gathering LLC [Member] | |||||
Cash flows from operating activities | |||||
Net income (loss) | 14,238 | ||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||
Equity income, net | 0 | ||||
Supplemental disclosures | |||||
Acquisition of DBJV from Anadarko | [11] | 174,276 | 0 | [1] | |
Affiliates [Member] | |||||
Cash flows from investing activities | |||||
Contributions in aid of construction costs from affiliates | 0 | 183 | [1] | ||
Acquisitions | (12,131) | (372,393) | [1] | ||
Proceeds from the sale of assets | 700 | 0 | [1] | ||
Cash flows from financing activities | |||||
Distributions to unitholders | [12] | (228,893) | (169,001) | ||
Third Parties [Member] | |||||
Cash flows from investing activities | |||||
Acquisitions | (3,514) | 0 | [1] | ||
Proceeds from the sale of assets | $ 146,993 | $ 5 | [1] | ||
[1] | Financial information has been recast to include the financial position and results attributable to the DBJV system. See Note 1 and Note 2. | ||||
[2] | “As Reported” amounts previously included as a component of Depreciation, amortization and impairments in the Partnership’s Original Filing. | ||||
[3] | “As Reported” amounts previously included as a component of Depreciation, amortization and impairments in the Partnership’s Original Filing. | ||||
[4] | Income earned from equity investments is classified as affiliate. See Note 1. | ||||
[5] | Income earned on, distributions from and contributions to equity investments are classified as affiliate. See Note 1. | ||||
[6] | Represents amounts earned or incurred on and subsequent to the date of acquisition of the Partnership assets, as well as amounts earned or incurred by Anadarko on a historical basis related to the Partnership assets prior to the acquisition of such assets, recognized under gathering, treating or processing agreements, and purchase and sale agreements. See Adjustments to Previously Issued Financial Statements in Note 1. | ||||
[7] | Distributions in excess of cumulative earnings, classified as investing cash flows in the consolidated statements of cash flows, is calculated on an individual investment basis. | ||||
[8] | See Note 5. | ||||
[9] | Financial information has been recast to include the financial position and results attributable to the DBJV system. See Note 1 and Note 2. | ||||
[10] | For the nine months ended September 30, 2014, represents transfers of $4.6 million from other long-term assets associated with the capital lease component of a processing agreement. | ||||
[11] | See Note 2. | ||||
[12] | Represents distributions paid under the partnership agreement (see Note 3 and Note 4). |
Consolidated Statements of Cas8
Consolidated Statements of Cash Flows (Parenthetical) $ in Thousands | Sep. 30, 2014USD ($) |
Natural Gas Processing Plant [Member] | |
Property, plant and equipment | $ 4,600 |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Description of Business and Basis of Presentation (Restated) | 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (RESTATED) General. Western Gas Partners, LP is a growth-oriented Delaware master limited partnership formed by Anadarko Petroleum Corporation in 2007 to acquire, own, develop and operate midstream energy assets. For purposes of these consolidated financial statements, the “Partnership” refers to Western Gas Partners, LP and its subsidiaries. The Partnership’s general partner, Western Gas Holdings, LLC (the “general partner” or “GP”), is owned by Western Gas Equity Partners, LP (“WGP”), a Delaware master limited partnership formed by Anadarko Petroleum Corporation in September 2012 to own the Partnership’s general partner, as well as a significant limited partner interest in the Partnership (see Western Gas Equity Partners, LP below). Western Gas Equity Holdings, LLC is WGP’s general partner and is a wholly owned subsidiary of Anadarko Petroleum Corporation. “Anadarko” refers to Anadarko Petroleum Corporation and its subsidiaries, excluding the Partnership and the general partner, and “affiliates” refers to subsidiaries of Anadarko, excluding the Partnership, and includes equity interests in Fort Union Gas Gathering, LLC (“Fort Union”), White Cliffs Pipeline, LLC (“White Cliffs”), Rendezvous Gas Services, LLC (“Rendezvous”), Enterprise EF78 LLC (the “Mont Belvieu JV”), Texas Express Pipeline LLC (“TEP”), Texas Express Gathering LLC (“TEG”) and Front Range Pipeline LLC (“FRP”). The interests in TEP, TEG and FRP are referred to collectively as the “TEFR Interests.” “Equity investment throughput” refers to the Partnership’s 14.81% share of average Fort Union throughput and 22% share of average Rendezvous throughput, but excludes throughput measured in barrels, consisting of the Partnership’s 10% share of average White Cliffs throughput, 25% share of average Mont Belvieu JV throughput, 20% share of average TEP and TEG throughput and 33.33% share of average FRP throughput. The “DJ Basin complex” refers to the Platte Valley system, Wattenberg system and Lancaster plant, all of which were combined into a single complex in the first quarter of 2014. The “MGR assets” include the Red Desert complex, the Granger straddle plant and the 22% interest in Rendezvous. The Partnership is engaged in the business of gathering, processing, compressing, treating and transporting natural gas, condensate, NGLs and crude oil for Anadarko, as well as for third-party producers and customers. As of September 30, 2015 , the Partnership’s assets and investments accounted for under the equity method consisted of the following: Owned and Operated Operated Interests Non-Operated Interests Equity Interests Natural gas gathering systems 12 2 5 2 Natural gas treating facilities 9 4 — 1 Natural gas processing facilities 14 5 — 2 NGL pipelines 3 — — 3 Natural gas pipelines 4 — — — Oil pipelines 1 — — 1 These assets and investments are located in the Rocky Mountains (Colorado, Utah and Wyoming), the Mid-Continent (Kansas and Oklahoma), North-central Pennsylvania and Texas. In June 2015, the Partnership completed the construction and commenced operations of Lancaster Train II, a processing plant located in the DJ Basin complex. In addition, the Partnership is constructing Trains IV, V and VI, all processing plants, at the DBM complex (see Note 2 ), with operations expected to commence during the first half (Train IV) and second half (Train V) of 2016, and mid-2017 (Train VI). 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (RESTATED) (CONTINUED) Western Gas Equity Partners, LP. WGP owns the following types of interests in the Partnership: (i) the general partner interest and all of the incentive distribution rights (“IDRs”) in the Partnership, both owned through WGP’s 100% ownership of the Partnership’s general partner and (ii) a significant limited partner interest (see Holdings of Partnership equity in Note 4 ). WGP has no independent operations or material assets other than owning such partnership interests. Basis of presentation. The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The consolidated financial statements include the accounts of the Partnership and entities in which it holds a controlling financial interest. 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 33.75% share of the assets, liabilities, revenues and expenses attributable to the Non-Operated Marcellus Interest systems and Anadarko-Operated Marcellus Interest systems and its 50% share of the assets, liabilities, revenues and expenses attributable to the Newcastle system and the DBJV system (see Note 2 ) in the accompanying consolidated financial statements. The 25% membership interest in Chipeta Processing LLC (“Chipeta”) held by a third-party member is reflected within noncontrolling interest in the consolidated financial statements for all periods presented. In preparing financial statements in accordance with GAAP, management makes informed judgments and estimates that affect the reported amounts of assets, liabilities, revenues and expenses. Management evaluates its estimates and related assumptions regularly, using historical experience and other methods considered reasonable. Changes in facts and circumstances or additional information may result in revised estimates and actual results may differ from these estimates. Effects on the business, financial condition and results of operations resulting from revisions to estimates are recognized when the facts that give rise to the revisions become known. The information furnished herein reflects all normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the consolidated financial statements, and certain prior-period amounts have been reclassified to conform to the current-year presentation. Certain information and note disclosures commonly included in annual financial statements have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, the accompanying consolidated financial statements and notes should be read in conjunction with the Partnership’s 2014 Form 10-K, as filed with the SEC on February 26, 2015. Management believes that the disclosures made are adequate to make the information not misleading. Restatement of Previously Issued Financial Statements. In connection with the preparation of the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2015, the Partnership determined that there was an error in the impairment test calculation performed as of March 31, 2015. Specifically, the impact of the Partnership’s commodity price swap agreements with Anadarko was incorrectly included when performing an assessment to identify a triggering event that would necessitate a calculation to determine whether the net book value of certain midstream assets exceeded their fair value. The Partnership determined that the error caused a material understatement in its impairment expense for the quarter ended March 31, 2015. Accordingly, the Partnership’s unaudited consolidated financial statements as of, and for the three and nine months ended, September 30, 2015, and notes thereto, have been restated to reflect an impairment charge of $264.4 million related to its Red Desert complex. The impairment loss recorded as of March 31, 2015, also impacts depreciation and amortization for the three and nine months ended September 30, 2015. 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (RESTATED) (CONTINUED) The tables below outline the financial statement line items, including the net income (loss) per common unit (basic and diluted), as of and for the three and nine months ended September 30, 2015, that were restated as a result of the correction of this error: Consolidated Statement of Income for the Three Months Ended September 30, 2015 Consolidated Statement of Income for the Nine Months Ended September 30, 2015 thousands except per-unit amounts As Reported Adjustments As Restated As Reported Adjustments As Restated Depreciation and amortization (1) $ 63,351 $ (3,191 ) $ 60,160 $ 190,114 $ (6,399 ) $ 183,715 Impairments (1) 2,337 — 2,337 11,827 264,402 276,229 Operating income (loss) 192,618 3,191 195,809 437,366 (258,003 ) 179,363 Income (loss) before income taxes 165,155 3,191 168,346 367,931 (258,003 ) 109,928 Income tax (benefit) expense 1,661 208 1,869 4,305 (730 ) 3,575 Net income (loss) 163,494 2,983 166,477 363,626 (257,273 ) 106,353 Net income (loss) attributable to Western Gas Partners, LP 161,306 2,983 164,289 355,396 (257,273 ) 98,123 General partner interest in net (income) loss (50,213 ) (54 ) (50,267 ) (138,121 ) 4,706 (133,415 ) Limited partners’ interest in net income (loss) 111,093 2,929 114,022 215,533 (252,567 ) (37,034 ) Net income (loss) per common unit – basic $ 0.77 $ 0.02 $ 0.79 $ 1.46 $ (1.81 ) $ (0.35 ) Net income (loss) per common unit – diluted 0.77 0.02 0.79 1.46 (1.81 ) (0.35 ) (1) “As Reported” amounts previously included as a component of Depreciation, amortization and impairments in the Partnership’s Original Filing. Consolidated Balance Sheet as of September 30, 2015 thousands As Reported Adjustments As Restated Accumulated depreciation $ 1,072,799 $ 258,003 $ 1,330,802 Net property, plant and equipment 4,789,922 (258,003 ) 4,531,919 Total assets 7,172,332 (258,003 ) 6,914,329 Accrued liabilities 138,812 (233 ) 138,579 Total current liabilities 222,826 (233 ) 222,593 Deferred income taxes 7,037 (497 ) 6,540 Total long-term liabilities 2,897,844 (497 ) 2,897,347 Total liabilities 3,120,670 (730 ) 3,119,940 Common units 3,115,480 (232,649 ) 2,882,831 Class C units 744,840 (19,918 ) 724,922 General partner units 123,792 (4,706 ) 119,086 Total partners’ capital 3,984,112 (257,273 ) 3,726,839 Total equity and partners’ capital 4,051,662 (257,273 ) 3,794,389 Total liabilities, equity and partners’ capital 7,172,332 (258,003 ) 6,914,329 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (RESTATED) (CONTINUED) Consolidated Statement of Cash Flows for the Nine Months Ended September 30, 2015 thousands As Reported Adjustments As Restated Net income (loss) $ 363,626 $ (257,273 ) $ 106,353 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization (1) 190,114 (6,399 ) 183,715 Impairments (1) 11,827 264,402 276,229 Deferred income taxes 2,993 (497 ) 2,496 Increase (decrease) in accounts and natural gas imbalance payables and accrued liabilities, net 15,952 (233 ) 15,719 (1) “As Reported” amounts previously included as a component of Depreciation, amortization and impairments in the Partnership’s Original Filing. Adjustments to Previously Issued Financial Statements. The Partnership’s unaudited consolidated statements of income also reflect adjustments for the following amounts, which previously reduced Operation and maintenance expense, to revenues related to Gathering, processing and transportation of natural gas and natural gas liquids: (i) $25.0 million for the nine months ended September 30, 2015 (all of which relates to the six months ended June 30, 2015) and (ii) $12.0 million and $28.6 million for the three and nine months ended September 30, 2014 , respectively. Management determined that the third-party producer reimbursements received for electricity purchased by the Partnership are more appropriately classified as revenues, instead of as a reduction to Operation and maintenance expense. The correction of this error has no impact to Net income (loss), cash flows, or any non-GAAP metric the Partnership uses to evaluate its operations (see Key Performance Metrics under Part I, Item 2 of this Form 10-Q/A) and is not considered material to the Partnership’s results of operations for the three and nine months ended September 30, 2015 and 2014 . In future filings, the Partnership will revise its previously reported consolidated financial statements for 2013, 2014 and 2015 to reflect these adjustments. Presentation of Partnership assets. The term “Partnership assets” refers to the assets owned and interests accounted for under the equity method (see Note 7 ) by the Partnership as of September 30, 2015 . Because Anadarko controls the Partnership through its ownership and control of WGP, which owns the Partnership’s entire general partner interest, each acquisition of Partnership assets from Anadarko has been considered a transfer of net assets between entities under common control. As such, the Partnership assets acquired from Anadarko were initially recorded at Anadarko’s historic carrying value, which did not correlate to the total acquisition price paid by the Partnership. Further, after an acquisition of Partnership assets from Anadarko, the Partnership may be required to recast its financial statements to include the activities of such Partnership assets from the date of common control. See Note 2 . For those periods requiring recast, the consolidated financial statements for periods prior to the Partnership’s acquisition of the Partnership assets from Anadarko 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 Partnership assets during the periods reported. Net income (loss) attributable to the Partnership assets acquired from Anadarko for periods prior to the Partnership’s acquisition of the Partnership assets is not allocated to the limited partners. 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (RESTATED) (CONTINUED) Recently issued accounting standards . The Financial Accounting Standards Board recently issued the following Accounting Standards Updates (“ASUs”): ASU 2015-06, Earnings Per Share (Topic - 260)—Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions . This ASU contains guidance that addresses the historical earnings per unit presentation for master limited partnerships that apply the two-class method of calculating earnings per unit. When a general partner transfers or “drops down” net assets to a master limited partnership the transaction is accounted for as a transaction between entities under common control and the statements of operations are adjusted retrospectively to reflect the transaction. This ASU specifies that the historical earnings (losses) of a transferred business before the date of a dropdown transaction should be allocated entirely to the general partner, and the previously reported earnings per unit of the limited partners should not change as a result of the dropdown transaction. The ASU also requires additional disclosures about how the rights to the earnings (losses) differ before and after the dropdown transaction occurs for purposes of computing earnings per unit under the two-class method. This ASU is effective for annual and interim periods beginning in 2016 and is required to be adopted using a retrospective approach, with early adoption permitted. While the Partnership believes it is currently in compliance with this ASU, it continues to evaluate the impact of the adoption of this ASU on its consolidated financial statements. ASU 2015-03, Interest—Imputation of Interest (Subtopic 835-30)—Simplifying the Presentation of Debt Issuance Costs and ASU 2015-15, Interest—Imputation of Interest (Subtopic 835-30)—Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements . These ASUs will simplify the presentation of debt issuance costs by requiring such costs, except for those related to revolving credit facilities, to be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability, rather than as an asset. These ASUs are effective for annual and interim periods beginning in 2016 and are required to be adopted using a retrospective approach, with early adoption permitted. The Partnership does not expect the adoption to have a material impact on its consolidated financial statements. ASU 2015-02, Consolidation—Amendments to the Consolidation Analysis . This ASU will simplify existing requirements by reducing the number of acceptable consolidation models and placing more emphasis on risk of loss when determining a controlling financial interest. The provisions will affect how limited partnerships and similar entities are assessed for consolidation, including the elimination of the presumption that a general partner should consolidate a limited partnership. This ASU is effective for annual and interim periods beginning in 2016 and is required to be adopted using a retrospective or modified retrospective approach, with early adoption permitted. The Partnership is evaluating the impact of the adoption of this ASU on its consolidated financial statements. ASU 2014-09, Revenue from Contracts with Customers . This ASU supersedes the revenue recognition requirements in Topic 605, Revenue Recognition , and industry-specific guidance in Subtopic 932-605, Extractive Activities—Oil and Gas—Revenue Recognition , and requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services. The effective date for ASU 2014-09 was delayed through the issuance of ASU 2015-14, Revenue from Contracts with Customers—Deferral of the Effective Date, to annual and interim periods beginning in 2018 and is required to be adopted using one of two retrospective application methods, with early adoption permitted in 2017. The Partnership is evaluating the impact of the adoption of this ASU on its consolidated financial statements. |
Acquisitions and Divestitures
Acquisitions and Divestitures | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Acquisitions and Divestitures | 2. ACQUISITIONS AND DIVESTITURES The following table presents the acquisitions completed by the Partnership during 2015 and 2014 , and identifies the funding sources for such acquisitions: thousands except unit and percent amounts Acquisition Date Percentage Deferred Purchase Price Obligation - Anadarko Borrowings Cash On Hand Common Units Issued to Anadarko Class C Units Issued to Anadarko TEFR Interests (1) 03/03/2014 Various (1) $ — $ 350,000 $ 6,250 308,490 — DBM (2) 11/25/2014 100 % — 475,000 298,327 — 10,913,853 DBJV system (3) 03/02/2015 50 % 174,276 — — — — (1) The Partnership acquired a 20% interest in each of TEG and TEP and a 33.33% interest in FRP from Anadarko. These assets gather and transport NGLs primarily from the Anadarko and Denver-Julesburg (“DJ”) Basins. The interests in these entities are accounted for under the equity method of accounting. In connection with the issuance of the common units, the Partnership issued 6,296 general partner units to the general partner in exchange for the general partner’s proportionate capital contribution of $0.4 million . (2) The Partnership acquired Nuevo Midstream, LLC (“Nuevo”) from a third party. Following the acquisition, the Partnership changed the name of Nuevo to Delaware Basin Midstream, LLC (“DBM”). The assets acquired include cryogenic processing plants, a gas gathering system, and related facilities and equipment, which are collectively referred to as the “DBM complex” and serve production from Reeves, Loving and Culberson Counties, Texas and Eddy and Lea Counties, New Mexico. See DBM acquisition below for further information, including the preliminary allocation of the purchase price. (3) The Partnership acquired Anadarko’s interest in Delaware Basin JV Gathering LLC (“DBJV”), which owns a 50% interest in a gathering system and related facilities (the “DBJV system”). The DBJV system is located in the Delaware Basin in Loving, Ward, Winkler and Reeves Counties, Texas. The Partnership will make a cash payment on March 31, 2020, to Anadarko as consideration for the acquisition of DBJV. The Partnership currently estimates the future payment will be $282.8 million , the net present value of which was $174.3 million as of the acquisition date. See DBJV acquisition—Deferred purchase price obligation - Anadarko below. DBJV acquisition . Because the acquisition of DBJV was a transfer of net assets between entities under common control, the Partnership’s historical financial statements previously filed with the SEC have been recast in this Form 10-Q/A to include the results attributable to the DBJV system as if the Partnership owned DBJV for all periods presented. The consolidated financial statements for periods prior to the Partnership’s acquisition of DBJV 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 DBJV during the periods reported. The following table presents the impact of the DBJV system on revenues and other, equity income, net and net income (loss) as presented in the Partnership’s historical consolidated statements of income: Three Months Ended September 30, 2014 thousands Partnership Historical (1) DBJV System Combined Revenues and other $ 341,282 $ 16,239 $ 357,521 Equity income, net 19,063 — 19,063 Net income (loss) 106,540 6,482 113,022 Nine Months Ended September 30, 2014 thousands Partnership Historical (1) DBJV System Combined Revenues and other $ 970,027 $ 46,124 $ 1,016,151 Equity income, net 41,322 — 41,322 Net income (loss) 296,149 14,238 310,387 (1) See Adjustments to Previously Issued Financial Statements in Note 1. 2. ACQUISITIONS AND DIVESTITURES (CONTINUED) Deferred purchase price obligation - Anadarko. The consideration to be paid by the Partnership for the acquisition of DBJV consists of a cash payment to Anadarko due on March 31, 2020. The cash payment will be equal to (a) eight multiplied by the average of the Partnership’s share in the Net Earnings (see definition below) of the DBJV system for the calendar years 2018 and 2019, less (b) the Partnership’s share of all capital expenditures incurred for the DBJV system between March 1, 2015, and February 29, 2020. Net Earnings is defined as all revenues less cost of product, operating expenses and property taxes, in each case attributable to the DBJV system on an accrual basis. As of the acquisition date, the estimated future payment obligation was $282.8 million , which had a net present value of $174.3 million , using a discount rate of 10% . As of September 30, 2015 , the net present value of this obligation was $184.2 million and has been recorded on the consolidated balance sheet under Deferred purchase price obligation - Anadarko. Accretion expense for the three and nine months ended September 30, 2015 , was $4.3 million and $9.9 million , respectively, and has been recorded as a charge to interest expense. The fair value measurement was calculated using Level 3 inputs, which consisted of management’s estimate of the Partnership’s share of forecasted Net Earnings and capital expenditures for the DBJV system. DBM acquisition . The DBM acquisition has been accounted for under the acquisition method of accounting. The assets acquired and liabilities assumed in the DBM acquisition were recorded in the consolidated balance sheet at their estimated fair values as of the acquisition date. Results of operations attributable to the DBM acquisition were included in the Partnership’s consolidated statement of income beginning on the acquisition date in the fourth quarter of 2014. The following is the preliminary allocation of the purchase price as of September 30, 2015 , including $3.5 million of post-closing purchase price adjustments, to the assets acquired and liabilities assumed in the DBM acquisition as of the acquisition date, pending final review of certain support related to the acquired entity’s assets and liabilities: thousands Current assets $ 62,940 Property, plant and equipment 467,171 Goodwill 282,697 Other intangible assets 811,048 Accounts payables (18,621 ) Accrued liabilities (37,360 ) Deferred income taxes (1,342 ) Asset retirement obligations and other (9,060 ) Total purchase price $ 1,557,473 The purchase price allocation is based on an assessment of the fair value of the assets acquired and liabilities assumed in the DBM acquisition using inputs that are not observable in the market and thus represent Level 3 inputs. The fair values of the processing plants, gathering system, and related facilities and equipment are based on market and cost approaches. The fair value of the intangible assets was determined using an income approach. Deferred taxes represent the tax effects of differences in the tax basis and acquisition-date fair value of the assets acquired and liabilities assumed. Gain on divestiture - Dew and Pinnacle systems. During the third quarter of 2015, the Dew and Pinnacle systems in East Texas were sold to a third party for net proceeds of $146.7 million , after closing adjustments, resulting in a net gain on sale of $77.2 million recorded as Gain on divestiture, net in the Partnership’s consolidated statements of income. |
Partnership Distributions
Partnership Distributions | 9 Months Ended |
Sep. 30, 2015 | |
Distributions Made to Members or Limited Partners [Abstract] | |
Partnership Distributions | 3. PARTNERSHIP DISTRIBUTIONS The partnership agreement of Western Gas Partners, LP 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 Board of Directors of the general partner declared the following cash distributions to the Partnership’s common and general partner unitholders for the periods presented: thousands except per-unit amounts Quarters Ended Total Quarterly Distribution per Unit Total Quarterly Cash Distribution Date of Distribution 2014 March 31 $ 0.625 $ 98,749 May 2014 June 30 0.650 105,655 August 2014 September 30 0.675 111,608 November 2014 December 31 0.700 126,044 February 2015 2015 March 31 $ 0.725 $ 133,203 May 2015 June 30 0.750 139,736 August 2015 September 30 (1) 0.775 146,160 November 2015 (1) On October 14, 2015 , the Board of Directors of the Partnership’s general partner declared a cash distribution to the Partnership’s unitholders of $0.775 per unit, or $146.2 million in aggregate, including incentive distributions, but excluding distributions on Class C units (see Class C unit distributions below). The cash distribution is payable on November 12, 2015 , to unitholders of record at the close of business on November 2, 2015 . Class C unit distributions. The Class C units receive quarterly distributions at a rate equivalent to the Partnership’s common units. The distributions are paid in the form of additional Class C units (“PIK Class C units”) until the scheduled conversion date on December 31, 2017 (unless earlier converted), and the Class C units are disregarded with respect to distributions of the Partnership’s available cash until they are converted to common units. The number of additional PIK Class C units to be issued in connection with a distribution payable on the Class C units is determined by dividing the corresponding distribution attributable to the Class C units by the volume-weighted-average price of the Partnership’s common units for the ten days immediately preceding the payment date for the common unit distribution, less a 6% discount. The Partnership records the PIK Class C unit distributions at fair value at the time of issuance. This Level 2 fair value measurement uses the Partnership’s unit price as a significant input in the determination of the fair value. The Partnership issued the following PIK Class C units to APC Midstream Holdings, LLC (“AMH”), the holder of the Class C units, for the periods presented: thousands except unit amounts For the Quarters Ended PIK Class C Units Implied Fair Value Date of 2014 December 31 (1) 45,711 $ 3,072 February 2015 2015 March 31 118,230 $ 8,101 May 2015 June 30 153,020 8,721 August 2015 (1) Prorated for the 37 -day period the Class C units were outstanding during the fourth quarter of 2014. |
Equity and Partners' Capital
Equity and Partners' Capital | 9 Months Ended |
Sep. 30, 2015 | |
Partners' Capital Notes [Abstract] | |
Equity and Partners' Capital (Restated) | 4. EQUITY AND PARTNERS’ CAPITAL (RESTATED) Equity offerings. The Partnership completed the following public offerings of its common units during 2015 and 2014, including through its Continuous Offering Programs (“COP”): thousands except unit and per-unit amounts Common Units Issued GP Units Issued (1) Price Per Unit Underwriting Discount and Other Offering Expenses Net Proceeds 2014 $125.0 million COP (2) 1,133,384 23,132 $ 73.48 $ 1,738 $ 83,245 November 2014 equity offering (3) 8,620,153 153,061 70.85 18,615 602,967 2015 $500.0 million COP (4) 873,525 — $ 66.61 $ 805 $ 57,385 (1) Represents general partner units issued to the general partner in exchange for the general partner’s proportionate capital contribution. (2) Represents common and general partner units issued during the year ended December 31, 2014, pursuant to the Partnership’s registration statement filed with the SEC in August 2012 authorizing the issuance of up to an aggregate of $125.0 million of common units (the “$125.0 million COP”). Gross proceeds generated (including the general partner’s proportionate capital contributions) during the year ended December 31, 2014, were $85.0 million . The price per unit in the table above represents an average price for all issuances under the $125.0 million COP during the year ended December 31, 2014. As of December 31, 2014, the Partnership had used all the capacity to issue common units under this registration statement. (3) Includes the issuance of 1,120,153 common units pursuant to the partial exercise of the underwriters’ over-allotment option, the net proceeds from which were $77.0 million . Beginning with this partial exercise, the Partnership’s general partner elected not to make a corresponding capital contribution to maintain its 2.0% interest in the Partnership. (4) Represents common units issued during the nine months ended September 30, 2015 , pursuant to the Partnership’s registration statement filed with the SEC in August 2014 authorizing the issuance of up to an aggregate of $500.0 million of common units (the “$500.0 million COP”). Gross proceeds generated during the three and nine months ended September 30, 2015 , were zero and $58.2 million , respectively. Commissions paid during the three and nine months ended September 30, 2015 , were zero and $0.6 million , respectively. The price per unit in the table above represents an average price for all issuances under the $500.0 million COP during the nine months ended September 30, 2015 . Class C units. In connection with the closing of the DBM acquisition in November 2014, the Partnership issued 10,913,853 Class C units to AMH at a price of $68.72 per unit, generating proceeds of $750.0 million , pursuant to the Unit Purchase Agreement (“UPA”) with Anadarko and AMH. All outstanding Class C units will convert into common units on a one-for-one basis on December 31, 2017, unless the Partnership elects to convert such units earlier or Anadarko extends the conversion date. The Class C units were issued to partially fund the acquisition of DBM, and the UPA contains an optional redemption feature that provides the Partnership the ability to redeem up to $150.0 million of the Class C units within 10 days of the receipt of cash proceeds from an entity that is not an affiliate of the Partnership or AMH, if these cash proceeds were in relation to (i) the assets of DBM, (ii) the equity interests in DBM or (iii) the equity interests in a subsidiary of the Partnership that owns a majority of the outstanding equity interests in DBM. As of September 30, 2015 , no such proceeds had been received and no Class C units had been redeemed. The Class C units were issued at a discount to the then-current market price of the common units into which they are convertible. This discount, totaling $34.8 million , represents a beneficial conversion feature and at December 31, 2014, was reflected as an increase in common unitholders’ capital and a decrease in Class C unitholder capital to reflect the fair value of the Class C units at issuance. The beneficial conversion feature is considered a non-cash distribution that will be recognized from the date of issuance through the date of conversion, resulting in an increase in Class C unitholder capital and a decrease in common unitholders’ capital. The Partnership is amortizing the beneficial conversion feature assuming a conversion date of December 31, 2017, using the effective yield method. The impact of the beneficial conversion feature is also included in the calculation of earnings per unit. 4. EQUITY AND PARTNERS’ CAPITAL (RESTATED) (CONTINUED) Common, Class C and general partner units . The Partnership’s common units are listed on the New York Stock Exchange under the symbol “WES.” The following table summarizes the common, Class C and general partner units issued during the nine months ended September 30, 2015 : Common Units Class C Units General Partner Units Total Balance at December 31, 2014 127,695,130 10,913,853 2,583,068 141,192,051 PIK Class C units — 316,961 — 316,961 Long-Term Incentive Plan award vestings 5,991 — — 5,991 $500.0 million COP 873,525 — — 873,525 Balance at September 30, 2015 128,574,646 11,230,814 2,583,068 142,388,528 Holdings of Partnership equity. As of September 30, 2015 , WGP held 49,296,205 common units, representing a 34.6% limited partner interest in the Partnership, and, through its ownership of the general partner, WGP indirectly held 2,583,068 general partner units, representing a 1.8% general partner interest in the Partnership, and 100% of the IDRs. As of September 30, 2015 , other subsidiaries of Anadarko held 757,619 common units and 11,230,814 Class C units, representing an aggregate 8.4% limited partner interest in the Partnership. As of September 30, 2015 , the public held 78,520,822 common units, representing a 55.2% limited partner interest in the Partnership. Net income (loss) per unit for common units. The Partnership’s net income (loss) earned on and subsequent to the date of the acquisition of the Partnership assets is allocated to the general partner and the limited partners, including any Class C unitholders, in accordance with their respective weighted-average ownership percentages and, when applicable, giving effect to incentive distributions allocable to the general partner. The Partnership’s net income (loss) allocable to the limited partners is net of amortization of the beneficial conversion feature related to the Class C units (see Class C units above) and is allocated between the common and Class C unitholders by applying the provisions of the partnership agreement that govern actual cash distributions and capital account allocations, as if all earnings for the period had been distributed. Net income (loss) attributable to the Partnership assets acquired from Anadarko for periods prior to the Partnership’s acquisition of the Partnership assets is not allocated to the limited partners for purposes of calculating net income (loss) per common unit. Basic net income (loss) per common unit is calculated by dividing the limited partners’ interest in net income (loss) attributable to common unitholders 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. Because the Class C units participate in distributions with common units according to a predetermined formula (see Note 3 ), they are considered a participating security and are included in the computation of earnings per unit pursuant to the two-class method. The Class C unit participation right results in a non-contingent transfer of value each time the Partnership declares a distribution. Diluted net income (loss) per common unit is calculated by dividing the sum of (i) the limited partners’ interest in net income (loss) attributable to common units, and (ii) the limited partners’ interest in net income (loss) allocable to the Class C units as a participating security, by the sum of the weighted-average number of common units outstanding plus the dilutive effect of outstanding Class C units. 4. EQUITY AND PARTNERS’ CAPITAL (RESTATED) (CONTINUED) The following table illustrates the Partnership’s calculation of net income (loss) per unit for common units: Three Months Ended Nine Months Ended thousands except per-unit amounts 2015 2014 2015 2014 Net income (loss) attributable to Western Gas Partners, LP $ 164,289 $ 109,159 $ 98,123 $ 299,382 Pre-acquisition net (income) loss allocated to Anadarko — (6,482 ) (1,742 ) (13,282 ) General partner interest in net (income) loss (50,267 ) (31,058 ) (133,415 ) (83,939 ) Limited partners’ interest in net income (loss) 114,022 71,619 (37,034 ) 202,161 Net income (loss) allocable to common units (1) 101,140 71,619 (44,999 ) 202,161 Net income (loss) allocable to Class C units (1) 12,882 — 7,965 — Limited partners’ interest in net income (loss) $ 114,022 $ 71,619 $ (37,034 ) $ 202,161 Net income (loss) per unit Common units - basic $ 0.79 $ 0.60 $ (0.35 ) $ 1.71 Common units – diluted (2) 0.79 0.60 (0.35 ) 1.71 Weighted-average units outstanding Common units – basic 128,575 119,068 128,267 118,326 Class C units (2) 11,161 — 11,042 — Common units – diluted 139,736 119,068 139,309 118,326 (1) Adjusted to reflect amortization for the beneficial conversion feature. See Class C units above for a discussion of the Class C units. (2) Inclusion of Class C units in the calculation would have had an anti-dilutive effect. |
Transactions with Affiliates
Transactions with Affiliates | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Fees and Other Arrangements, Limited Liability Company (LLC) or Limited Partnership (LP) [Abstract] | |
Transactions with Affiliates | 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, drip condensate and NGLs to Anadarko. In addition, the Partnership purchases natural gas from an affiliate of Anadarko pursuant to gas purchase agreements. Operation 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 Partnership’s general and administrative expenses is paid by Anadarko, which results in affiliate transactions pursuant to the reimbursement provisions of the Partnership’s omnibus agreement. Affiliate expenses do not bear a direct relationship to affiliate revenues, and third-party expenses do not bear a direct relationship to third-party revenues. 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’ separate bank accounts is generally swept to centralized accounts. Prior to the Partnership’s acquisition 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. The outstanding affiliate balances were entirely settled through an adjustment to net investment by Anadarko in connection with the acquisition of the Partnership assets. Subsequent to the acquisition of Partnership assets from Anadarko, transactions related to such assets are cash-settled directly with third parties and with Anadarko affiliates. Chipeta cash settles its transactions directly with third parties and Anadarko, as well as with the other subsidiaries of the Partnership. 5. TRANSACTIONS WITH AFFILIATES (CONTINUED) Note receivable from and Deferred purchase price obligation - Anadarko. Concurrently with the closing of the Partnership’s 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 $288.9 million and $317.8 million at September 30, 2015 , and December 31, 2014 , 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. Accordingly, the fair value of the note receivable from Anadarko is measured using Level 2 inputs. The consideration to be paid by the Partnership for the March 2015 acquisition of DBJV consists of a cash payment to Anadarko due on March 31, 2020. See Note 2 and Note 9 . Commodity price swap agreements. The Partnership has commodity price swap agreements with Anadarko to mitigate exposure to a substantial majority of the 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 commodity price 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 Hugoton system, the MGR assets and the DJ Basin complex, with various expiration dates through December 2016 . On December 31, 2014, the Partnership’s commodity price swap agreements for the Hilight and Newcastle systems and the Granger complex (excluding the Granger straddle plant) expired without renewal. 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. Below is a summary of the fixed price ranges on all of the Partnership’s outstanding commodity price swap agreements as of September 30, 2015 : per barrel except natural gas 2015 2016 Ethane $ 18.41 − 23.41 $ 23.11 Propane 47.08 − 52.99 52.90 Isobutane 62.09 − 74.02 73.89 Normal butane 54.62 − 65.04 64.93 Natural gasoline 72.88 − 81.82 81.68 Condensate 76.47 − 81.82 81.68 Natural gas (per MMBtu) 4.66 − 5.96 4.87 The following table summarizes gains and losses upon settlement of commodity price swap agreements recognized in the consolidated statements of income: Three Months Ended Nine Months Ended thousands 2015 2014 2015 2014 Gains (losses) on commodity price swap agreements related to sales: (1) Natural gas sales $ 5,774 $ 3,179 $ 39,100 $ 1,525 Natural gas liquids sales 33,746 22,737 116,475 66,746 Total 39,520 25,916 155,575 68,271 Losses on commodity price swap agreements related to purchases (2) (23,998 ) (19,533 ) (99,897 ) (38,081 ) Net gains (losses) on commodity price swap agreements $ 15,522 $ 6,383 $ 55,678 $ 30,190 (1) Reported in affiliate natural gas, natural gas liquids and drip condensate sales in the consolidated statements of income in the period in which the related sale is recorded. (2) Reported in cost of product in the consolidated statements of income in the period in which the related purchase is recorded. 5. TRANSACTIONS WITH AFFILIATES (CONTINUED) DJ Basin complex and Hugoton system swap extensions. On June 25, 2015, the Partnership extended its commodity price swap agreements with Anadarko for the DJ Basin complex from July 1, 2015, through December 31, 2015, and for the Hugoton system from October 1, 2015, through December 31, 2015. The table below summarizes the swap prices compared to the forward market prices on the date the commodity price swap extensions were executed. DJ Basin Complex Hugoton System per barrel except natural gas 2015 Swap Prices Market Prices (1) 2015 Swap Prices Market Prices (1) Ethane $ 18.41 $ 1.96 — — Propane 47.08 13.10 — — Isobutane 62.09 19.75 — — Normal butane 54.62 18.99 — — Natural gasoline 72.88 52.59 — — Condensate 76.47 52.59 $ 78.61 $ 32.56 Natural gas (per MMBtu) 5.96 2.75 5.50 2.74 (1) Represents the New York Mercantile Exchange forward strip price as of June 25, 2015, adjusted for location, basis and, in the case of NGLs, transportation and fractionation costs. Revenues or costs attributable to volumes settled during the respective extension period, at the applicable market price in the above table, will be recognized in the consolidated statements of income. The Partnership will also record a capital contribution from Anadarko in the Partnership’s consolidated statement of equity and partners’ capital for the amount by which the swap price exceeds the applicable market price in the above table. For each of the three and nine months ended September 30, 2015 , the capital contribution from Anadarko was $7.9 million . Gas gathering and processing agreements. The Partnership has significant gas gathering and processing arrangements with affiliates of Anadarko on a majority of its systems. The Partnership’s gathering, treating and transportation throughput (excluding equity investment throughput and throughput measured in barrels) attributable to natural gas production owned or controlled by Anadarko was 42% and 46% for the three and nine months ended September 30, 2015 , respectively, and 48% and 49% for the three and nine months ended September 30, 2014 , respectively. The Partnership’s processing throughput (excluding equity investment throughput and throughput measured in barrels) attributable to natural gas production owned or controlled by Anadarko was 47% and 51% for the three and nine months ended September 30, 2015 , respectively, and 58% for each of the three and nine months ended September 30, 2014 . Purchase and sale agreements. The Partnership sells a significant amount of its natural gas, condensate and NGLs to Anadarko Energy Services Company (“AESC”), Anadarko’s marketing affiliate. In addition, the Partnership purchases natural gas, condensate and NGLs from AESC pursuant to purchase agreements. The Partnership’s purchase and sale agreements with AESC are generally one-year contracts, subject to annual renewal. WES LTIP. The general partner awards phantom units under the Western Gas Partners, LP 2008 Long-Term Incentive Plan (“WES LTIP”) primarily to its independent directors, but also from time to time to its executive officers and Anadarko employees performing services for the Partnership. 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 is recognized over the vesting period and was $0.1 million and $0.4 million for the three and nine months ended September 30, 2015 , respectively, and $0.2 million and $0.5 million for the three and nine months ended September 30, 2014 , respectively. 5. TRANSACTIONS WITH AFFILIATES (CONTINUED) WGP LTIP and Anadarko Incentive Plans. General and administrative expenses included $1.0 million and $3.1 million for the three and nine months ended September 30, 2015 , respectively, and $0.9 million and $2.7 million for the three and nine months ended September 30, 2014 , respectively, of equity-based compensation expense, allocated to the Partnership by Anadarko, for awards granted to the executive officers of the general partner and other employees under the Western Gas Equity Partners, LP 2012 Long-Term Incentive Plan (“WGP LTIP”) and the Anadarko Petroleum Corporation 2008 and 2012 Omnibus Incentive Compensation Plans (collectively referred to as the “Anadarko Incentive Plans”). Of this amount, $2.7 million is reflected as a contribution to partners’ capital in the Partnership’s consolidated statement of equity and partners’ capital for the nine months ended September 30, 2015 . Equipment purchases and sales. The following table summarizes the Partnership’s purchases from and sales to Anadarko of pipe and equipment: Nine Months Ended September 30, 2015 2014 2015 2014 thousands Purchases Sales Cash consideration $ 12,131 $ 16,143 $ 700 $ — Net carrying value 7,411 9,745 366 — Partners’ capital adjustment $ 4,720 $ 6,398 $ 334 $ — Summary of affiliate transactions. The following table summarizes affiliate transactions, which include revenue from affiliates, reimbursement of operating expenses and purchases of natural gas: Three Months Ended Nine Months Ended thousands 2015 2014 2015 2014 Revenues and other (1) $ 247,458 $ 269,632 $ 777,739 $ 769,331 Equity income, net (1) 21,976 19,063 59,137 41,322 Cost of product (1) 35,673 27,034 132,663 85,071 Operation and maintenance (2) 17,662 15,583 50,534 44,961 General and administrative (3) 7,671 7,016 22,556 21,243 Operating expenses 61,006 49,633 205,753 151,275 Interest income (4) 4,225 4,225 12,675 12,675 Interest expense (5) 4,310 — 9,920 — Distributions to unitholders (6) 80,845 60,794 228,893 169,001 (1) Represents amounts earned or incurred on and subsequent to the date of acquisition of the Partnership assets, as well as amounts earned or incurred by Anadarko on a historical basis related to the Partnership assets prior to the acquisition of such assets, recognized under gathering, treating or processing agreements, and purchase and sale agreements. See Adjustments to Previously Issued Financial Statements in Note 1 . (2) Represents expenses incurred on and subsequent to the date of the acquisition of the Partnership assets, as well as expenses incurred by Anadarko on a historical basis related to the Partnership assets prior to the acquisition of such assets. (3) Represents general and administrative expense incurred on and subsequent to the date of the Partnership’s acquisition of the Partnership assets, as well as a management services fee for reimbursement of expenses incurred by Anadarko for periods prior to the acquisition of the Partnership assets by the Partnership. These amounts include equity-based compensation expense allocated to the Partnership by Anadarko (see WES LTIP and WGP LTIP and Anadarko Incentive Plans within this Note 5 ). (4) Represents interest income recognized on the note receivable from Anadarko. (5) For the three and nine months ended September 30, 2015 , includes accretion expense recognized on the Deferred purchase price obligation - Anadarko for the acquisition of DBJV (see Note 2 and Note 9 ). (6) Represents distributions paid under the partnership agreement (see Note 3 and Note 4 ). Concentration of credit risk. Anadarko was the only customer from whom revenues exceeded 10% of the Partnership’s consolidated revenues for all periods presented in the consolidated statements of income. |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment (Restated) | 6. PROPERTY, PLANT AND EQUIPMENT (RESTATED) A summary of the historical cost of the Partnership’s property, plant and equipment is as follows: thousands Estimated Useful Life September 30, 2015 (Restated) December 31, 2014 Land n/a $ 3,191 $ 2,884 Gathering systems 3 to 47 years 5,431,716 4,972,892 Pipelines and equipment 15 to 45 years 136,303 151,107 Assets under construction n/a 272,445 483,347 Other 3 to 40 years 19,066 16,420 Total property, plant and equipment 5,862,721 5,626,650 Accumulated depreciation 1,330,802 1,055,207 Net property, plant and equipment $ 4,531,919 $ 4,571,443 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. During the nine months ended September 30, 2015, the Partnership recognized impairments of $276.2 million , primarily due to an impairment of $264.4 million at its Red Desert complex. This asset was impaired to its estimated fair value of $23.2 million , using the income approach and Level 3 fair value inputs, due to a reduction in estimated future cash flows caused by the low commodity price environment and resulting reduced producer drilling activity and related throughput. Also during this period, the Partnership recognized impairments of $11.8 million , primarily due to the abandonment of compressors at the MIGC system and the DJ Basin complex, and the cancellation of projects at the Non-Operated Marcellus Interest systems, the DBJV system and the Brasada and Red Desert complexes. |
Equity Investments
Equity Investments | 9 Months Ended |
Sep. 30, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Investments | 7. EQUITY INVESTMENTS The following table presents the activity in the Partnership’s equity investments for the nine months ended September 30, 2015 : Equity Investments thousands Fort Union White Cliffs Rendezvous Mont Belvieu JV TEG TEP FRP Total Balance at December 31, 2014 $ 25,933 $ 44,315 $ 56,336 $ 121,337 $ 16,790 $ 198,793 $ 170,988 $ 634,492 Investment earnings (loss), net of amortization 4,831 10,663 1,591 17,256 475 11,691 12,630 59,137 Contributions — 6,081 — (432 ) — 1,520 1,883 9,052 Distributions (4,606 ) (10,227 ) (3,047 ) (17,924 ) (685 ) (11,880 ) (12,276 ) (60,645 ) Distributions in excess of cumulative earnings (1) — (2,584 ) (2,708 ) (1,987 ) (82 ) (4,302 ) (746 ) (12,409 ) Balance at September 30, 2015 $ 26,158 $ 48,248 $ 52,172 $ 118,250 $ 16,498 $ 195,822 $ 172,479 $ 629,627 (1) Distributions in excess of cumulative earnings, classified as investing cash flows in the consolidated statements of cash flows, is calculated on an individual investment basis. |
Components of Working Capital
Components of Working Capital | 9 Months Ended |
Sep. 30, 2015 | |
Components Of Working Capital [Abstract] | |
Components of Working Capital (Restated) | 8. COMPONENTS OF WORKING CAPITAL (RESTATED) A summary of other current assets is as follows: thousands September 30, 2015 December 31, 2014 Natural gas liquids inventory $ 6,486 $ 5,316 Natural gas imbalance receivables 177 415 Prepaid insurance 2,591 2,443 Other 2,145 1,893 Total other current assets $ 11,399 $ 10,067 A summary of accrued liabilities is as follows: thousands September 30, 2015 (Restated) December 31, 2014 Accrued capital expenditures $ 70,118 $ 128,856 Accrued plant purchases 26,068 14,023 Accrued interest expense 34,169 24,741 Short-term asset retirement obligations 4,335 1,224 Short-term remediation and reclamation obligations 475 475 Income taxes payable 468 207 Other 2,946 1,263 Total accrued liabilities $ 138,579 $ 170,789 |
Debt and Interest Expense
Debt and Interest Expense | 9 Months Ended |
Sep. 30, 2015 | |
Debt Instruments [Abstract] | |
Debt and Interest Expense | 9. DEBT AND INTEREST EXPENSE At September 30, 2015 , the Partnership’s debt consisted of 5.375% Senior Notes due 2021 (the “2021 Notes”), 4.000% Senior Notes due 2022 (the “2022 Notes”), 2.600% Senior Notes due 2018 (the “2018 Notes”), 5.450% Senior Notes due 2044 (the “2044 Notes”), 3.950% Senior Notes due 2025 (the “2025 Notes”), and borrowings on the senior unsecured revolving credit facility (“RCF”). The following table presents the Partnership’s outstanding debt as of September 30, 2015 , and December 31, 2014 : September 30, 2015 December 31, 2014 thousands Principal Carrying Value Fair Value (1) Principal Carrying Value Fair Value (1) 2021 Notes $ 500,000 $ 496,139 $ 534,860 $ 500,000 $ 495,714 $ 549,530 2022 Notes 670,000 672,662 654,858 670,000 672,930 681,942 2018 Notes 350,000 350,380 350,151 350,000 350,474 352,162 2044 Notes 400,000 393,901 365,196 400,000 393,836 417,619 2025 Notes 500,000 494,107 465,247 — — — RCF 180,000 180,000 180,000 510,000 510,000 510,000 Total long-term debt $ 2,600,000 $ 2,587,189 $ 2,550,312 $ 2,430,000 $ 2,422,954 $ 2,511,253 (1) Fair value is measured using the market approach and Level 2 inputs. 9. DEBT AND INTEREST EXPENSE (CONTINUED) Debt activity. The following table presents the debt activity of the Partnership for the nine months ended September 30, 2015 : thousands Carrying Value Balance at December 31, 2014 $ 2,422,954 RCF borrowings 280,000 Issuance of 2025 Notes 500,000 Repayments of RCF borrowings (610,000 ) Other (5,765 ) Balance at September 30, 2015 $ 2,587,189 Senior Notes. The 2025 Notes issued in June 2015 were offered at a price to the public of 98.789% of the face amount. Including the effects of the issuance and underwriting discounts, the effective interest rate of the 2025 Notes is 4.205% . Interest is paid semi-annually on June 1 and December 1 of each year. Proceeds (net of underwriting discount of $3.3 million , original issue discount and debt issuance costs) were used to repay a portion of the amount outstanding under the RCF. At September 30, 2015 , the Partnership was in compliance with all covenants under the indentures governing its outstanding notes. Revolving credit facility. The interest rate on the RCF, which matures in February 2019, was 1.49% and 1.46% at September 30, 2015 , and September 30, 2014 , respectively. The facility fee rate was 0.20% at September 30, 2015 , and September 30, 2014 . As of September 30, 2015 , the Partnership had $180.0 million of outstanding borrowings, $12.8 million in outstanding letters of credit and $1.0 billion available for borrowing under the RCF. At September 30, 2015 , the Partnership was in compliance with all covenants under the RCF. Interest expense. The following table summarizes the amounts included in interest expense: Three Months Ended Nine Months Ended thousands 2015 2014 2015 2014 Third parties Long-term debt $ 26,972 $ 21,671 $ 75,047 $ 59,251 Amortization of debt issuance costs and commitment fees 1,530 1,107 4,196 3,799 Capitalized interest (1,039 ) (1,900 ) (6,826 ) (7,347 ) Total interest expense – third parties 27,463 20,878 72,417 55,703 Affiliates Deferred purchase price obligation – Anadarko (1) 4,310 — 9,920 — Total interest expense – affiliates 4,310 — 9,920 — Interest expense $ 31,773 $ 20,878 $ 82,337 $ 55,703 (1) See Note 2 for a discussion of the accretion and present value of the Deferred purchase price obligation - Anadarko. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. COMMITMENTS AND CONTINGENCIES 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 diverted gas from DCP’s 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 that holds the Wattenberg assets (located in the DJ Basin complex). 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. The Court has scheduled this matter for trial in June 2016, and the parties are currently engaged in discovery and motion practice. Management does not believe the outcome of this proceeding will have a material effect on the Partnership’s financial condition, results of operations or cash flows. The Partnership intends to vigorously defend this litigation. Furthermore, without regard to the merit of DCP’s 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 the final disposition of which could have a material adverse effect on the Partnership’s financial condition, results of operations or cash flows. Other commitments. The Partnership has short-term payment obligations, or commitments, related to its capital spending programs, as well as those of its unconsolidated affiliates. As of September 30, 2015 , the Partnership had unconditional payment obligations for services to be rendered or products to be delivered in connection with its capital projects of $42.0 million , the majority of which is expected to be paid in the next twelve months. These commitments relate primarily to the construction of Trains IV, V and VI at the DBM complex and expansion projects at the DBJV system and the DJ Basin complex. Lease commitments. Anadarko, on behalf of the Partnership, has entered into lease agreements for corporate offices, shared field offices and a warehouse supporting the Partnership’s operations, for which Anadarko charges the Partnership rent. The leases for the corporate offices and shared field offices extend through 2017 and 2018, respectively, and the lease for the warehouse extends through February 2017. Rent expense associated with the office, warehouse and equipment leases was $4.9 million and $13.6 million for the three and nine months ended September 30, 2015 , respectively, and $2.4 million and $6.8 million for the three and nine months ended September 30, 2014 , respectively. |
Description of Business and B19
Description of Business and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Business combinations policy | Basis of presentation. The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The consolidated financial statements include the accounts of the Partnership and entities in which it holds a controlling financial interest. 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 33.75% share of the assets, liabilities, revenues and expenses attributable to the Non-Operated Marcellus Interest systems and Anadarko-Operated Marcellus Interest systems and its 50% share of the assets, liabilities, revenues and expenses attributable to the Newcastle system and the DBJV system (see Note 2 ) in the accompanying consolidated financial statements. The 25% membership interest in Chipeta Processing LLC (“Chipeta”) held by a third-party member is reflected within noncontrolling interest in the consolidated financial statements for all periods presented. In preparing financial statements in accordance with GAAP, management makes informed judgments and estimates that affect the reported amounts of assets, liabilities, revenues and expenses. Management evaluates its estimates and related assumptions regularly, using historical experience and other methods considered reasonable. Changes in facts and circumstances or additional information may result in revised estimates and actual results may differ from these estimates. Effects on the business, financial condition and results of operations resulting from revisions to estimates are recognized when the facts that give rise to the revisions become known. The information furnished herein reflects all normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the consolidated financial statements, and certain prior-period amounts have been reclassified to conform to the current-year presentation. Presentation of Partnership assets. The term “Partnership assets” refers to the assets owned and interests accounted for under the equity method (see Note 7 ) by the Partnership as of September 30, 2015 . Because Anadarko controls the Partnership through its ownership and control of WGP, which owns the Partnership’s entire general partner interest, each acquisition of Partnership assets from Anadarko has been considered a transfer of net assets between entities under common control. As such, the Partnership assets acquired from Anadarko were initially recorded at Anadarko’s historic carrying value, which did not correlate to the total acquisition price paid by the Partnership. Further, after an acquisition of Partnership assets from Anadarko, the Partnership may be required to recast its financial statements to include the activities of such Partnership assets from the date of common control. See Note 2 . For those periods requiring recast, the consolidated financial statements for periods prior to the Partnership’s acquisition of the Partnership assets from Anadarko 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 Partnership assets during the periods reported. Net income (loss) attributable to the Partnership assets acquired from Anadarko for periods prior to the Partnership’s acquisition of the Partnership assets is not allocated to the limited partners. DBM acquisition . The DBM acquisition has been accounted for under the acquisition method of accounting. The assets acquired and liabilities assumed in the DBM acquisition were recorded in the consolidated balance sheet at their estimated fair values as of the acquisition date. Results of operations attributable to the DBM acquisition were included in the Partnership’s consolidated statement of income beginning on the acquisition date in the fourth quarter of 2014. |
Noncontrolling interest policy | The 25% membership interest in Chipeta Processing LLC (“Chipeta”) held by a third-party member is reflected within noncontrolling interest in the consolidated financial statements for all periods presented. |
Net income per common unit policy | Net income (loss) per unit for common units. The Partnership’s net income (loss) earned on and subsequent to the date of the acquisition of the Partnership assets is allocated to the general partner and the limited partners, including any Class C unitholders, in accordance with their respective weighted-average ownership percentages and, when applicable, giving effect to incentive distributions allocable to the general partner. The Partnership’s net income (loss) allocable to the limited partners is net of amortization of the beneficial conversion feature related to the Class C units (see Class C units above) and is allocated between the common and Class C unitholders by applying the provisions of the partnership agreement that govern actual cash distributions and capital account allocations, as if all earnings for the period had been distributed. Net income (loss) attributable to the Partnership assets acquired from Anadarko for periods prior to the Partnership’s acquisition of the Partnership assets is not allocated to the limited partners for purposes of calculating net income (loss) per common unit. Basic net income (loss) per common unit is calculated by dividing the limited partners’ interest in net income (loss) attributable to common unitholders 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. Because the Class C units participate in distributions with common units according to a predetermined formula (see Note 3 ), they are considered a participating security and are included in the computation of earnings per unit pursuant to the two-class method. The Class C unit participation right results in a non-contingent transfer of value each time the Partnership declares a distribution. Diluted net income (loss) per common unit is calculated by dividing the sum of (i) the limited partners’ interest in net income (loss) attributable to common units, and (ii) the limited partners’ interest in net income (loss) allocable to the Class C units as a participating security, by the sum of the weighted-average number of common units outstanding plus the dilutive effect of outstanding Class C units. |
Fair value policy | Deferred purchase price obligation - Anadarko. The consideration to be paid by the Partnership for the acquisition of DBJV consists of a cash payment to Anadarko due on March 31, 2020. The cash payment will be equal to (a) eight multiplied by the average of the Partnership’s share in the Net Earnings (see definition below) of the DBJV system for the calendar years 2018 and 2019, less (b) the Partnership’s share of all capital expenditures incurred for the DBJV system between March 1, 2015, and February 29, 2020. Net Earnings is defined as all revenues less cost of product, operating expenses and property taxes, in each case attributable to the DBJV system on an accrual basis. As of the acquisition date, the estimated future payment obligation was $282.8 million , which had a net present value of $174.3 million , using a discount rate of 10% . As of September 30, 2015 , the net present value of this obligation was $184.2 million and has been recorded on the consolidated balance sheet under Deferred purchase price obligation - Anadarko. Accretion expense for the three and nine months ended September 30, 2015 , was $4.3 million and $9.9 million , respectively, and has been recorded as a charge to interest expense. The fair value measurement was calculated using Level 3 inputs, which consisted of management’s estimate of the Partnership’s share of forecasted Net Earnings and capital expenditures for the DBJV system. DBM acquisition . The DBM acquisition has been accounted for under the acquisition method of accounting. The assets acquired and liabilities assumed in the DBM acquisition were recorded in the consolidated balance sheet at their estimated fair values as of the acquisition date. Results of operations attributable to the DBM acquisition were included in the Partnership’s consolidated statement of income beginning on the acquisition date in the fourth quarter of 2014. The purchase price allocation is based on an assessment of the fair value of the assets acquired and liabilities assumed in the DBM acquisition using inputs that are not observable in the market and thus represent Level 3 inputs. The fair values of the processing plants, gathering system, and related facilities and equipment are based on market and cost approaches. The fair value of the intangible assets was determined using an income approach. Deferred taxes represent the tax effects of differences in the tax basis and acquisition-date fair value of the assets acquired and liabilities assumed. Class C unit distributions. The Class C units receive quarterly distributions at a rate equivalent to the Partnership’s common units. The distributions are paid in the form of additional Class C units (“PIK Class C units”) until the scheduled conversion date on December 31, 2017 (unless earlier converted), and the Class C units are disregarded with respect to distributions of the Partnership’s available cash until they are converted to common units. The number of additional PIK Class C units to be issued in connection with a distribution payable on the Class C units is determined by dividing the corresponding distribution attributable to the Class C units by the volume-weighted-average price of the Partnership’s common units for the ten days immediately preceding the payment date for the common unit distribution, less a 6% discount. The Partnership records the PIK Class C unit distributions at fair value at the time of issuance. This Level 2 fair value measurement uses the Partnership’s unit price as a significant input in the determination of the fair value. Note receivable from and Deferred purchase price obligation - Anadarko. Concurrently with the closing of the Partnership’s 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 $288.9 million and $317.8 million at September 30, 2015 , and December 31, 2014 , 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. Accordingly, the fair value of the note receivable from Anadarko is measured using Level 2 inputs. |
Use of estimates policy | In preparing financial statements in accordance with GAAP, management makes informed judgments and estimates that affect the reported amounts of assets, liabilities, revenues and expenses. Management evaluates its estimates and related assumptions regularly, using historical experience and other methods considered reasonable. Changes in facts and circumstances or additional information may result in revised estimates and actual results may differ from these estimates. Effects on the business, financial condition and results of operations resulting from revisions to estimates are recognized when the facts that give rise to the revisions become known. The information furnished herein reflects all normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the consolidated financial statements, and certain prior-period amounts have been reclassified to conform to the current-year presentation. |
Recently issued accounting standards policy | Recently issued accounting standards . The Financial Accounting Standards Board recently issued the following Accounting Standards Updates (“ASUs”): ASU 2015-06, Earnings Per Share (Topic - 260)—Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions . This ASU contains guidance that addresses the historical earnings per unit presentation for master limited partnerships that apply the two-class method of calculating earnings per unit. When a general partner transfers or “drops down” net assets to a master limited partnership the transaction is accounted for as a transaction between entities under common control and the statements of operations are adjusted retrospectively to reflect the transaction. This ASU specifies that the historical earnings (losses) of a transferred business before the date of a dropdown transaction should be allocated entirely to the general partner, and the previously reported earnings per unit of the limited partners should not change as a result of the dropdown transaction. The ASU also requires additional disclosures about how the rights to the earnings (losses) differ before and after the dropdown transaction occurs for purposes of computing earnings per unit under the two-class method. This ASU is effective for annual and interim periods beginning in 2016 and is required to be adopted using a retrospective approach, with early adoption permitted. While the Partnership believes it is currently in compliance with this ASU, it continues to evaluate the impact of the adoption of this ASU on its consolidated financial statements. ASU 2015-03, Interest—Imputation of Interest (Subtopic 835-30)—Simplifying the Presentation of Debt Issuance Costs and ASU 2015-15, Interest—Imputation of Interest (Subtopic 835-30)—Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements . These ASUs will simplify the presentation of debt issuance costs by requiring such costs, except for those related to revolving credit facilities, to be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability, rather than as an asset. These ASUs are effective for annual and interim periods beginning in 2016 and are required to be adopted using a retrospective approach, with early adoption permitted. The Partnership does not expect the adoption to have a material impact on its consolidated financial statements. ASU 2015-02, Consolidation—Amendments to the Consolidation Analysis . This ASU will simplify existing requirements by reducing the number of acceptable consolidation models and placing more emphasis on risk of loss when determining a controlling financial interest. The provisions will affect how limited partnerships and similar entities are assessed for consolidation, including the elimination of the presumption that a general partner should consolidate a limited partnership. This ASU is effective for annual and interim periods beginning in 2016 and is required to be adopted using a retrospective or modified retrospective approach, with early adoption permitted. The Partnership is evaluating the impact of the adoption of this ASU on its consolidated financial statements. ASU 2014-09, Revenue from Contracts with Customers . This ASU supersedes the revenue recognition requirements in Topic 605, Revenue Recognition , and industry-specific guidance in Subtopic 932-605, Extractive Activities—Oil and Gas—Revenue Recognition , and requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services. The effective date for ASU 2014-09 was delayed through the issuance of ASU 2015-14, Revenue from Contracts with Customers—Deferral of the Effective Date, to annual and interim periods beginning in 2018 and is required to be adopted using one of two retrospective application methods, with early adoption permitted in 2017. The Partnership is evaluating the impact of the adoption of this ASU on its consolidated financial statements |
Description of Business and B20
Description of Business and Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Assets and Investments Table | As of September 30, 2015 , the Partnership’s assets and investments accounted for under the equity method consisted of the following: Owned and Operated Operated Interests Non-Operated Interests Equity Interests Natural gas gathering systems 12 2 5 2 Natural gas treating facilities 9 4 — 1 Natural gas processing facilities 14 5 — 2 NGL pipelines 3 — — 3 Natural gas pipelines 4 — — — Oil pipelines 1 — — 1 |
Restatement Tables | The tables below outline the financial statement line items, including the net income (loss) per common unit (basic and diluted), as of and for the three and nine months ended September 30, 2015, that were restated as a result of the correction of this error: Consolidated Statement of Income for the Three Months Ended September 30, 2015 Consolidated Statement of Income for the Nine Months Ended September 30, 2015 thousands except per-unit amounts As Reported Adjustments As Restated As Reported Adjustments As Restated Depreciation and amortization (1) $ 63,351 $ (3,191 ) $ 60,160 $ 190,114 $ (6,399 ) $ 183,715 Impairments (1) 2,337 — 2,337 11,827 264,402 276,229 Operating income (loss) 192,618 3,191 195,809 437,366 (258,003 ) 179,363 Income (loss) before income taxes 165,155 3,191 168,346 367,931 (258,003 ) 109,928 Income tax (benefit) expense 1,661 208 1,869 4,305 (730 ) 3,575 Net income (loss) 163,494 2,983 166,477 363,626 (257,273 ) 106,353 Net income (loss) attributable to Western Gas Partners, LP 161,306 2,983 164,289 355,396 (257,273 ) 98,123 General partner interest in net (income) loss (50,213 ) (54 ) (50,267 ) (138,121 ) 4,706 (133,415 ) Limited partners’ interest in net income (loss) 111,093 2,929 114,022 215,533 (252,567 ) (37,034 ) Net income (loss) per common unit – basic $ 0.77 $ 0.02 $ 0.79 $ 1.46 $ (1.81 ) $ (0.35 ) Net income (loss) per common unit – diluted 0.77 0.02 0.79 1.46 (1.81 ) (0.35 ) (1) “As Reported” amounts previously included as a component of Depreciation, amortization and impairments in the Partnership’s Original Filing. Consolidated Balance Sheet as of September 30, 2015 thousands As Reported Adjustments As Restated Accumulated depreciation $ 1,072,799 $ 258,003 $ 1,330,802 Net property, plant and equipment 4,789,922 (258,003 ) 4,531,919 Total assets 7,172,332 (258,003 ) 6,914,329 Accrued liabilities 138,812 (233 ) 138,579 Total current liabilities 222,826 (233 ) 222,593 Deferred income taxes 7,037 (497 ) 6,540 Total long-term liabilities 2,897,844 (497 ) 2,897,347 Total liabilities 3,120,670 (730 ) 3,119,940 Common units 3,115,480 (232,649 ) 2,882,831 Class C units 744,840 (19,918 ) 724,922 General partner units 123,792 (4,706 ) 119,086 Total partners’ capital 3,984,112 (257,273 ) 3,726,839 Total equity and partners’ capital 4,051,662 (257,273 ) 3,794,389 Total liabilities, equity and partners’ capital 7,172,332 (258,003 ) 6,914,329 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (RESTATED) (CONTINUED) Consolidated Statement of Cash Flows for the Nine Months Ended September 30, 2015 thousands As Reported Adjustments As Restated Net income (loss) $ 363,626 $ (257,273 ) $ 106,353 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization (1) 190,114 (6,399 ) 183,715 Impairments (1) 11,827 264,402 276,229 Deferred income taxes 2,993 (497 ) 2,496 Increase (decrease) in accounts and natural gas imbalance payables and accrued liabilities, net 15,952 (233 ) 15,719 (1) “As Reported” amounts previously included as a component of Depreciation, amortization and impairments in the Partnership’s Original Filing. |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Acquisitions Table | The following table presents the acquisitions completed by the Partnership during 2015 and 2014 , and identifies the funding sources for such acquisitions: thousands except unit and percent amounts Acquisition Date Percentage Deferred Purchase Price Obligation - Anadarko Borrowings Cash On Hand Common Units Issued to Anadarko Class C Units Issued to Anadarko TEFR Interests (1) 03/03/2014 Various (1) $ — $ 350,000 $ 6,250 308,490 — DBM (2) 11/25/2014 100 % — 475,000 298,327 — 10,913,853 DBJV system (3) 03/02/2015 50 % 174,276 — — — — (1) The Partnership acquired a 20% interest in each of TEG and TEP and a 33.33% interest in FRP from Anadarko. These assets gather and transport NGLs primarily from the Anadarko and Denver-Julesburg (“DJ”) Basins. The interests in these entities are accounted for under the equity method of accounting. In connection with the issuance of the common units, the Partnership issued 6,296 general partner units to the general partner in exchange for the general partner’s proportionate capital contribution of $0.4 million . (2) The Partnership acquired Nuevo Midstream, LLC (“Nuevo”) from a third party. Following the acquisition, the Partnership changed the name of Nuevo to Delaware Basin Midstream, LLC (“DBM”). The assets acquired include cryogenic processing plants, a gas gathering system, and related facilities and equipment, which are collectively referred to as the “DBM complex” and serve production from Reeves, Loving and Culberson Counties, Texas and Eddy and Lea Counties, New Mexico. See DBM acquisition below for further information, including the preliminary allocation of the purchase price. (3) The Partnership acquired Anadarko’s interest in Delaware Basin JV Gathering LLC (“DBJV”), which owns a 50% interest in a gathering system and related facilities (the “DBJV system”). The DBJV system is located in the Delaware Basin in Loving, Ward, Winkler and Reeves Counties, Texas. The Partnership will make a cash payment on March 31, 2020, to Anadarko as consideration for the acquisition of DBJV. The Partnership currently estimates the future payment will be $282.8 million , the net present value of which was $174.3 million as of the acquisition date. See DBJV acquisition—Deferred purchase price obligation - Anadarko below. |
Impact to Historical Consolidated Statements of Income Table | The following table presents the impact of the DBJV system on revenues and other, equity income, net and net income (loss) as presented in the Partnership’s historical consolidated statements of income: Three Months Ended September 30, 2014 thousands Partnership Historical (1) DBJV System Combined Revenues and other $ 341,282 $ 16,239 $ 357,521 Equity income, net 19,063 — 19,063 Net income (loss) 106,540 6,482 113,022 Nine Months Ended September 30, 2014 thousands Partnership Historical (1) DBJV System Combined Revenues and other $ 970,027 $ 46,124 $ 1,016,151 Equity income, net 41,322 — 41,322 Net income (loss) 296,149 14,238 310,387 (1) See Adjustments to Previously Issued Financial Statements in Note 1. |
Purchase Price Allocation Table | The following is the preliminary allocation of the purchase price as of September 30, 2015 , including $3.5 million of post-closing purchase price adjustments, to the assets acquired and liabilities assumed in the DBM acquisition as of the acquisition date, pending final review of certain support related to the acquired entity’s assets and liabilities: thousands Current assets $ 62,940 Property, plant and equipment 467,171 Goodwill 282,697 Other intangible assets 811,048 Accounts payables (18,621 ) Accrued liabilities (37,360 ) Deferred income taxes (1,342 ) Asset retirement obligations and other (9,060 ) Total purchase price $ 1,557,473 |
Partnership Distributions (Tabl
Partnership Distributions (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Distributions Made to Members or Limited Partners [Abstract] | |
Cash Distributions Table | The Board of Directors of the general partner declared the following cash distributions to the Partnership’s common and general partner unitholders for the periods presented: thousands except per-unit amounts Quarters Ended Total Quarterly Distribution per Unit Total Quarterly Cash Distribution Date of Distribution 2014 March 31 $ 0.625 $ 98,749 May 2014 June 30 0.650 105,655 August 2014 September 30 0.675 111,608 November 2014 December 31 0.700 126,044 February 2015 2015 March 31 $ 0.725 $ 133,203 May 2015 June 30 0.750 139,736 August 2015 September 30 (1) 0.775 146,160 November 2015 (1) On October 14, 2015 , the Board of Directors of the Partnership’s general partner declared a cash distribution to the Partnership’s unitholders of $0.775 per unit, or $146.2 million in aggregate, including incentive distributions, but excluding distributions on Class C units (see Class C unit distributions below). The cash distribution is payable on November 12, 2015 , to unitholders of record at the close of business on November 2, 2015 . |
PIK Class C Units Distributions Table | The Partnership issued the following PIK Class C units to APC Midstream Holdings, LLC (“AMH”), the holder of the Class C units, for the periods presented: thousands except unit amounts For the Quarters Ended PIK Class C Units Implied Fair Value Date of 2014 December 31 (1) 45,711 $ 3,072 February 2015 2015 March 31 118,230 $ 8,101 May 2015 June 30 153,020 8,721 August 2015 (1) Prorated for the 37 -day period the Class C units were outstanding during the fourth quarter of 2014. |
Equity and Partners' Capital (T
Equity and Partners' Capital (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Partners' Capital Notes [Abstract] | |
Equity Offerings Table | The Partnership completed the following public offerings of its common units during 2015 and 2014, including through its Continuous Offering Programs (“COP”): thousands except unit and per-unit amounts Common Units Issued GP Units Issued (1) Price Per Unit Underwriting Discount and Other Offering Expenses Net Proceeds 2014 $125.0 million COP (2) 1,133,384 23,132 $ 73.48 $ 1,738 $ 83,245 November 2014 equity offering (3) 8,620,153 153,061 70.85 18,615 602,967 2015 $500.0 million COP (4) 873,525 — $ 66.61 $ 805 $ 57,385 (1) Represents general partner units issued to the general partner in exchange for the general partner’s proportionate capital contribution. (2) Represents common and general partner units issued during the year ended December 31, 2014, pursuant to the Partnership’s registration statement filed with the SEC in August 2012 authorizing the issuance of up to an aggregate of $125.0 million of common units (the “$125.0 million COP”). Gross proceeds generated (including the general partner’s proportionate capital contributions) during the year ended December 31, 2014, were $85.0 million . The price per unit in the table above represents an average price for all issuances under the $125.0 million COP during the year ended December 31, 2014. As of December 31, 2014, the Partnership had used all the capacity to issue common units under this registration statement. (3) Includes the issuance of 1,120,153 common units pursuant to the partial exercise of the underwriters’ over-allotment option, the net proceeds from which were $77.0 million . Beginning with this partial exercise, the Partnership’s general partner elected not to make a corresponding capital contribution to maintain its 2.0% interest in the Partnership. (4) Represents common units issued during the nine months ended September 30, 2015 , pursuant to the Partnership’s registration statement filed with the SEC in August 2014 authorizing the issuance of up to an aggregate of $500.0 million of common units (the “$500.0 million COP”). Gross proceeds generated during the three and nine months ended September 30, 2015 , were zero and $58.2 million , respectively. Commissions paid during the three and nine months ended September 30, 2015 , were zero and $0.6 million , respectively. The price per unit in the table above represents an average price for all issuances under the $500.0 million COP during the nine months ended September 30, 2015 . |
Limited Partner and General Partner Units Table | The following table summarizes the common, Class C and general partner units issued during the nine months ended September 30, 2015 : Common Units Class C Units General Partner Units Total Balance at December 31, 2014 127,695,130 10,913,853 2,583,068 141,192,051 PIK Class C units — 316,961 — 316,961 Long-Term Incentive Plan award vestings 5,991 — — 5,991 $500.0 million COP 873,525 — — 873,525 Balance at September 30, 2015 128,574,646 11,230,814 2,583,068 142,388,528 |
Calculation of Net Income Per Unit Table | The following table illustrates the Partnership’s calculation of net income (loss) per unit for common units: Three Months Ended Nine Months Ended thousands except per-unit amounts 2015 2014 2015 2014 Net income (loss) attributable to Western Gas Partners, LP $ 164,289 $ 109,159 $ 98,123 $ 299,382 Pre-acquisition net (income) loss allocated to Anadarko — (6,482 ) (1,742 ) (13,282 ) General partner interest in net (income) loss (50,267 ) (31,058 ) (133,415 ) (83,939 ) Limited partners’ interest in net income (loss) 114,022 71,619 (37,034 ) 202,161 Net income (loss) allocable to common units (1) 101,140 71,619 (44,999 ) 202,161 Net income (loss) allocable to Class C units (1) 12,882 — 7,965 — Limited partners’ interest in net income (loss) $ 114,022 $ 71,619 $ (37,034 ) $ 202,161 Net income (loss) per unit Common units - basic $ 0.79 $ 0.60 $ (0.35 ) $ 1.71 Common units – diluted (2) 0.79 0.60 (0.35 ) 1.71 Weighted-average units outstanding Common units – basic 128,575 119,068 128,267 118,326 Class C units (2) 11,161 — 11,042 — Common units – diluted 139,736 119,068 139,309 118,326 (1) Adjusted to reflect amortization for the beneficial conversion feature. See Class C units above for a discussion of the Class C units. (2) Inclusion of Class C units in the calculation would have had an anti-dilutive effect. |
Transactions with Affiliates (T
Transactions with Affiliates (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Fees and Other Arrangements, Limited Liability Company (LLC) or Limited Partnership (LP) [Abstract] | |
Commodity Price Swap Agreements Table | Below is a summary of the fixed price ranges on all of the Partnership’s outstanding commodity price swap agreements as of September 30, 2015 : per barrel except natural gas 2015 2016 Ethane $ 18.41 − 23.41 $ 23.11 Propane 47.08 − 52.99 52.90 Isobutane 62.09 − 74.02 73.89 Normal butane 54.62 − 65.04 64.93 Natural gasoline 72.88 − 81.82 81.68 Condensate 76.47 − 81.82 81.68 Natural gas (per MMBtu) 4.66 − 5.96 4.87 |
Gains (Losses) on Commodity Price Swap Agreements Table | The following table summarizes gains and losses upon settlement of commodity price swap agreements recognized in the consolidated statements of income: Three Months Ended Nine Months Ended thousands 2015 2014 2015 2014 Gains (losses) on commodity price swap agreements related to sales: (1) Natural gas sales $ 5,774 $ 3,179 $ 39,100 $ 1,525 Natural gas liquids sales 33,746 22,737 116,475 66,746 Total 39,520 25,916 155,575 68,271 Losses on commodity price swap agreements related to purchases (2) (23,998 ) (19,533 ) (99,897 ) (38,081 ) Net gains (losses) on commodity price swap agreements $ 15,522 $ 6,383 $ 55,678 $ 30,190 (1) Reported in affiliate natural gas, natural gas liquids and drip condensate sales in the consolidated statements of income in the period in which the related sale is recorded. (2) Reported in cost of product in the consolidated statements of income in the period in which the related purchase is recorded. |
Commodity Price Swap Agreements Extensions Table | The table below summarizes the swap prices compared to the forward market prices on the date the commodity price swap extensions were executed. DJ Basin Complex Hugoton System per barrel except natural gas 2015 Swap Prices Market Prices (1) 2015 Swap Prices Market Prices (1) Ethane $ 18.41 $ 1.96 — — Propane 47.08 13.10 — — Isobutane 62.09 19.75 — — Normal butane 54.62 18.99 — — Natural gasoline 72.88 52.59 — — Condensate 76.47 52.59 $ 78.61 $ 32.56 Natural gas (per MMBtu) 5.96 2.75 5.50 2.74 (1) Represents the New York Mercantile Exchange forward strip price as of June 25, 2015, adjusted for location, basis and, in the case of NGLs, transportation and fractionation costs. |
Related Party Transactions Tables | The following table summarizes the Partnership’s purchases from and sales to Anadarko of pipe and equipment: Nine Months Ended September 30, 2015 2014 2015 2014 thousands Purchases Sales Cash consideration $ 12,131 $ 16,143 $ 700 $ — Net carrying value 7,411 9,745 366 — Partners’ capital adjustment $ 4,720 $ 6,398 $ 334 $ — The following table summarizes affiliate transactions, which include revenue from affiliates, reimbursement of operating expenses and purchases of natural gas: Three Months Ended Nine Months Ended thousands 2015 2014 2015 2014 Revenues and other (1) $ 247,458 $ 269,632 $ 777,739 $ 769,331 Equity income, net (1) 21,976 19,063 59,137 41,322 Cost of product (1) 35,673 27,034 132,663 85,071 Operation and maintenance (2) 17,662 15,583 50,534 44,961 General and administrative (3) 7,671 7,016 22,556 21,243 Operating expenses 61,006 49,633 205,753 151,275 Interest income (4) 4,225 4,225 12,675 12,675 Interest expense (5) 4,310 — 9,920 — Distributions to unitholders (6) 80,845 60,794 228,893 169,001 (1) Represents amounts earned or incurred on and subsequent to the date of acquisition of the Partnership assets, as well as amounts earned or incurred by Anadarko on a historical basis related to the Partnership assets prior to the acquisition of such assets, recognized under gathering, treating or processing agreements, and purchase and sale agreements. See Adjustments to Previously Issued Financial Statements in Note 1. (2) Represents expenses incurred on and subsequent to the date of the acquisition of the Partnership assets, as well as expenses incurred by Anadarko on a historical basis related to the Partnership assets prior to the acquisition of such assets. (3) Represents general and administrative expense incurred on and subsequent to the date of the Partnership’s acquisition of the Partnership assets, as well as a management services fee for reimbursement of expenses incurred by Anadarko for periods prior to the acquisition of the Partnership assets by the Partnership. These amounts include equity-based compensation expense allocated to the Partnership by Anadarko (see WES LTIP and WGP LTIP and Anadarko Incentive Plans within this Note 5 ). (4) Represents interest income recognized on the note receivable from Anadarko. (5) For the three and nine months ended September 30, 2015 , includes accretion expense recognized on the Deferred purchase price obligation - Anadarko for the acquisition of DBJV (see Note 2 and Note 9 ). (6) Represents distributions paid under the partnership agreement (see Note 3 and Note 4 ). |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Table | A summary of the historical cost of the Partnership’s property, plant and equipment is as follows: thousands Estimated Useful Life September 30, 2015 (Restated) December 31, 2014 Land n/a $ 3,191 $ 2,884 Gathering systems 3 to 47 years 5,431,716 4,972,892 Pipelines and equipment 15 to 45 years 136,303 151,107 Assets under construction n/a 272,445 483,347 Other 3 to 40 years 19,066 16,420 Total property, plant and equipment 5,862,721 5,626,650 Accumulated depreciation 1,330,802 1,055,207 Net property, plant and equipment $ 4,531,919 $ 4,571,443 |
Equity Investments (Tables)
Equity Investments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Investments Table | The following table presents the activity in the Partnership’s equity investments for the nine months ended September 30, 2015 : Equity Investments thousands Fort Union White Cliffs Rendezvous Mont Belvieu JV TEG TEP FRP Total Balance at December 31, 2014 $ 25,933 $ 44,315 $ 56,336 $ 121,337 $ 16,790 $ 198,793 $ 170,988 $ 634,492 Investment earnings (loss), net of amortization 4,831 10,663 1,591 17,256 475 11,691 12,630 59,137 Contributions — 6,081 — (432 ) — 1,520 1,883 9,052 Distributions (4,606 ) (10,227 ) (3,047 ) (17,924 ) (685 ) (11,880 ) (12,276 ) (60,645 ) Distributions in excess of cumulative earnings (1) — (2,584 ) (2,708 ) (1,987 ) (82 ) (4,302 ) (746 ) (12,409 ) Balance at September 30, 2015 $ 26,158 $ 48,248 $ 52,172 $ 118,250 $ 16,498 $ 195,822 $ 172,479 $ 629,627 (1) Distributions in excess of cumulative earnings, classified as investing cash flows in the consolidated statements of cash flows, is calculated on an individual investment basis. |
Components of Working Capital (
Components of Working Capital (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Components Of Working Capital [Abstract] | |
Other Current Assets Table | A summary of other current assets is as follows: thousands September 30, 2015 December 31, 2014 Natural gas liquids inventory $ 6,486 $ 5,316 Natural gas imbalance receivables 177 415 Prepaid insurance 2,591 2,443 Other 2,145 1,893 Total other current assets $ 11,399 $ 10,067 |
Accrued Liabilities Table | A summary of accrued liabilities is as follows: thousands September 30, 2015 (Restated) December 31, 2014 Accrued capital expenditures $ 70,118 $ 128,856 Accrued plant purchases 26,068 14,023 Accrued interest expense 34,169 24,741 Short-term asset retirement obligations 4,335 1,224 Short-term remediation and reclamation obligations 475 475 Income taxes payable 468 207 Other 2,946 1,263 Total accrued liabilities $ 138,579 $ 170,789 |
Debt and Interest Expense (Tabl
Debt and Interest Expense (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Instruments [Abstract] | |
Debt Outstanding and Debt Activity Tables | The following table presents the Partnership’s outstanding debt as of September 30, 2015 , and December 31, 2014 : September 30, 2015 December 31, 2014 thousands Principal Carrying Value Fair Value (1) Principal Carrying Value Fair Value (1) 2021 Notes $ 500,000 $ 496,139 $ 534,860 $ 500,000 $ 495,714 $ 549,530 2022 Notes 670,000 672,662 654,858 670,000 672,930 681,942 2018 Notes 350,000 350,380 350,151 350,000 350,474 352,162 2044 Notes 400,000 393,901 365,196 400,000 393,836 417,619 2025 Notes 500,000 494,107 465,247 — — — RCF 180,000 180,000 180,000 510,000 510,000 510,000 Total long-term debt $ 2,600,000 $ 2,587,189 $ 2,550,312 $ 2,430,000 $ 2,422,954 $ 2,511,253 (1) Fair value is measured using the market approach and Level 2 inputs. 9. DEBT AND INTEREST EXPENSE (CONTINUED) Debt activity. The following table presents the debt activity of the Partnership for the nine months ended September 30, 2015 : thousands Carrying Value Balance at December 31, 2014 $ 2,422,954 RCF borrowings 280,000 Issuance of 2025 Notes 500,000 Repayments of RCF borrowings (610,000 ) Other (5,765 ) Balance at September 30, 2015 $ 2,587,189 |
Interest Expense Table | The following table summarizes the amounts included in interest expense: Three Months Ended Nine Months Ended thousands 2015 2014 2015 2014 Third parties Long-term debt $ 26,972 $ 21,671 $ 75,047 $ 59,251 Amortization of debt issuance costs and commitment fees 1,530 1,107 4,196 3,799 Capitalized interest (1,039 ) (1,900 ) (6,826 ) (7,347 ) Total interest expense – third parties 27,463 20,878 72,417 55,703 Affiliates Deferred purchase price obligation – Anadarko (1) 4,310 — 9,920 — Total interest expense – affiliates 4,310 — 9,920 — Interest expense $ 31,773 $ 20,878 $ 82,337 $ 55,703 (1) See Note 2 for a discussion of the accretion and present value of the Deferred purchase price obligation - Anadarko. |
Description of Business and B29
Description of Business and Basis of Presentation - Asset Table (Details) | Sep. 30, 2015unit |
Operated [Member] | Natural Gas Gathering Systems [Member] | |
Assets [Line Items] | |
Assets, number of units | 12 |
Operated [Member] | Natural Gas Treating Facilities [Member] | |
Assets [Line Items] | |
Assets, number of units | 9 |
Operated [Member] | Natural Gas Processing Facilities [Member] | |
Assets [Line Items] | |
Assets, number of units | 14 |
Operated [Member] | Natural Gas Liquids Pipelines [Member] | |
Assets [Line Items] | |
Assets, number of units | 3 |
Operated [Member] | Natural Gas Pipelines [Member] | |
Assets [Line Items] | |
Assets, number of units | 4 |
Operated [Member] | Oil Pipelines [Member] | |
Assets [Line Items] | |
Assets, number of units | 1 |
Operated Interests [Member] | Natural Gas Gathering Systems [Member] | |
Assets [Line Items] | |
Assets, number of units | 2 |
Operated Interests [Member] | Natural Gas Treating Facilities [Member] | |
Assets [Line Items] | |
Assets, number of units | 4 |
Operated Interests [Member] | Natural Gas Processing Facilities [Member] | |
Assets [Line Items] | |
Assets, number of units | 5 |
Non-Operated Interests [Member] | Natural Gas Gathering Systems [Member] | |
Assets [Line Items] | |
Assets, number of units | 5 |
Equity Interests [Member] | Natural Gas Gathering Systems [Member] | |
Assets [Line Items] | |
Assets, number of units | 2 |
Equity Interests [Member] | Natural Gas Treating Facilities [Member] | |
Assets [Line Items] | |
Assets, number of units | 1 |
Equity Interests [Member] | Natural Gas Processing Facilities [Member] | |
Assets [Line Items] | |
Assets, number of units | 2 |
Equity Interests [Member] | Natural Gas Liquids Pipelines [Member] | |
Assets [Line Items] | |
Assets, number of units | 3 |
Equity Interests [Member] | Oil Pipelines [Member] | |
Assets [Line Items] | |
Assets, number of units | 1 |
Description of Business and B30
Description of Business and Basis of Presentation - Restatement Table - Consolidated Statement of Income (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Depreciation and amortization | $ 60,160 | [1] | $ 46,379 | [2] | $ 183,715 | [1],[3] | $ 132,236 | [2] | |
Impairments | 2,337 | [1] | 898 | [2] | 276,229 | [1],[3] | 2,431 | [2] | |
Operating income (loss) | 195,809 | 133,469 | [2] | 179,363 | 360,826 | [2] | |||
Income (loss) before income taxes | 168,346 | 116,913 | [2] | 109,928 | 318,586 | [2] | |||
Income tax (benefit) expense | 1,869 | 3,891 | [2] | 3,575 | 8,199 | [2] | |||
Net income (loss) | 166,477 | 113,022 | [2] | 106,353 | 310,387 | [2] | |||
Net income (loss) attributable to Western Gas Partners, LP | 164,289 | 109,159 | [2] | 98,123 | 299,382 | [2] | |||
General partner interest in net (income) loss | [4] | (50,267) | (31,058) | [2] | (133,415) | (83,939) | [2] | ||
Limited partners' interest in net income (loss) | [4] | $ 114,022 | $ 71,619 | [2] | $ (37,034) | $ 202,161 | [2] | ||
Net income (loss) per common unit - basic | [5] | $ 0.79 | $ 0.60 | [2] | $ (0.35) | $ 1.71 | [2] | ||
Net income (loss) per common unit - diluted | [5],[6] | $ 0.79 | $ 0.60 | [2] | $ (0.35) | $ 1.71 | [2] | ||
As Reported [Member] | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Depreciation and amortization | [1] | $ 63,351 | $ 190,114 | [3] | |||||
Impairments | [1] | 2,337 | 11,827 | [3] | |||||
Operating income (loss) | 192,618 | 437,366 | |||||||
Income (loss) before income taxes | 165,155 | 367,931 | |||||||
Income tax (benefit) expense | 1,661 | 4,305 | |||||||
Net income (loss) | 163,494 | $ 106,540 | [7] | 363,626 | $ 296,149 | [7] | |||
Net income (loss) attributable to Western Gas Partners, LP | 161,306 | 355,396 | |||||||
General partner interest in net (income) loss | [4] | (50,213) | (138,121) | ||||||
Limited partners' interest in net income (loss) | [4] | $ 111,093 | $ 215,533 | ||||||
Net income (loss) per common unit - basic | [5] | $ 0.77 | $ 1.46 | ||||||
Net income (loss) per common unit - diluted | [5],[6] | $ 0.77 | $ 1.46 | ||||||
Adjustments [Member] | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Depreciation and amortization | [1] | $ (3,191) | $ (6,399) | [3] | |||||
Impairments | [1] | 0 | 264,402 | [3] | |||||
Operating income (loss) | 3,191 | (258,003) | |||||||
Income (loss) before income taxes | 3,191 | (258,003) | |||||||
Income tax (benefit) expense | 208 | (730) | |||||||
Net income (loss) | 2,983 | (257,273) | |||||||
Net income (loss) attributable to Western Gas Partners, LP | 2,983 | (257,273) | |||||||
General partner interest in net (income) loss | [4] | (54) | 4,706 | ||||||
Limited partners' interest in net income (loss) | [4] | $ 2,929 | $ (252,567) | ||||||
Net income (loss) per common unit - basic | [5] | $ 0.02 | $ (1.81) | ||||||
Net income (loss) per common unit - diluted | [5],[6] | $ 0.02 | $ (1.81) | ||||||
[1] | “As Reported” amounts previously included as a component of Depreciation, amortization and impairments in the Partnership’s Original Filing. | ||||||||
[2] | Financial information has been recast to include the financial position and results attributable to the DBJV system. See Note 1 and Note 2. | ||||||||
[3] | “As Reported” amounts previously included as a component of Depreciation, amortization and impairments in the Partnership’s Original Filing. | ||||||||
[4] | Represents net income (loss) earned on and subsequent to the date of acquisition of the Partnership assets (as defined in Note 1). See Note 4. | ||||||||
[5] | See Note 4 for the calculation of net income (loss) per unit. | ||||||||
[6] | Inclusion of Class C units in the calculation would have had an anti-dilutive effect. | ||||||||
[7] | See Adjustments to Previously Issued Financial Statements in Note 1. |
Description of Business and B31
Description of Business and Basis of Presentation - Restatement Table - Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | [1] |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Accumulated depreciation | $ 1,330,802 | $ 1,055,207 | |
Net property, plant and equipment | 4,531,919 | 4,571,443 | |
Total assets | 6,914,329 | 6,954,532 | |
Accrued liabilities | 138,579 | 170,789 | |
Total current liabilities | 222,593 | 239,833 | |
Deferred income taxes | 6,540 | 45,656 | |
Total long-term liabilities | 2,897,347 | 2,580,324 | |
Total liabilities | 3,119,940 | 2,820,157 | |
General partner units | 119,086 | 105,725 | |
Total partners' capital | 3,726,839 | 4,064,905 | |
Total equity and partners' capital | 3,794,389 | 4,134,375 | |
Total liabilities, equity and partners' capital | 6,914,329 | 6,954,532 | |
Common Units [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Common units and Class C Units | 2,882,831 | 3,119,714 | |
Class C Units [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Common units and Class C Units | 724,922 | $ 716,957 | |
As Reported [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Accumulated depreciation | 1,072,799 | ||
Net property, plant and equipment | 4,789,922 | ||
Total assets | 7,172,332 | ||
Accrued liabilities | 138,812 | ||
Total current liabilities | 222,826 | ||
Deferred income taxes | 7,037 | ||
Total long-term liabilities | 2,897,844 | ||
Total liabilities | 3,120,670 | ||
General partner units | 123,792 | ||
Total partners' capital | 3,984,112 | ||
Total equity and partners' capital | 4,051,662 | ||
Total liabilities, equity and partners' capital | 7,172,332 | ||
As Reported [Member] | Common Units [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Common units and Class C Units | 3,115,480 | ||
As Reported [Member] | Class C Units [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Common units and Class C Units | 744,840 | ||
Adjustments [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Accumulated depreciation | 258,003 | ||
Net property, plant and equipment | (258,003) | ||
Total assets | (258,003) | ||
Accrued liabilities | (233) | ||
Total current liabilities | (233) | ||
Deferred income taxes | (497) | ||
Total long-term liabilities | (497) | ||
Total liabilities | (730) | ||
General partner units | (4,706) | ||
Total partners' capital | (257,273) | ||
Total equity and partners' capital | (257,273) | ||
Total liabilities, equity and partners' capital | (258,003) | ||
Adjustments [Member] | Common Units [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Common units and Class C Units | (232,649) | ||
Adjustments [Member] | Class C Units [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Common units and Class C Units | $ (19,918) | ||
[1] | Financial information has been recast to include the financial position and results attributable to the DBJV system. See Note 1 and Note 2. |
Description of Business and B32
Description of Business and Basis of Presentation - Restatement Table - Consolidated Statement of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Net income (loss) | $ 166,477 | $ 113,022 | [1] | $ 106,353 | $ 310,387 | [1] | |||
Depreciation and amortization | 60,160 | [2] | 46,379 | [1] | 183,715 | [2],[3] | 132,236 | [1] | |
Impairments | 2,337 | [2] | 898 | [1] | 276,229 | [2],[3] | 2,431 | [1] | |
Deferred income taxes | 2,496 | 4,024 | [1] | ||||||
Increase (decrease) in accounts and natural gas imbalance payables and accrued liabilities, net | 15,719 | 35,807 | [1] | ||||||
As Reported [Member] | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Net income (loss) | 163,494 | $ 106,540 | [4] | 363,626 | $ 296,149 | [4] | |||
Depreciation and amortization | [2] | 63,351 | 190,114 | [3] | |||||
Impairments | [2] | 2,337 | 11,827 | [3] | |||||
Deferred income taxes | 2,993 | ||||||||
Increase (decrease) in accounts and natural gas imbalance payables and accrued liabilities, net | 15,952 | ||||||||
Adjustments [Member] | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Net income (loss) | 2,983 | (257,273) | |||||||
Depreciation and amortization | [2] | (3,191) | (6,399) | [3] | |||||
Impairments | [2] | $ 0 | 264,402 | [3] | |||||
Deferred income taxes | (497) | ||||||||
Increase (decrease) in accounts and natural gas imbalance payables and accrued liabilities, net | $ (233) | ||||||||
[1] | Financial information has been recast to include the financial position and results attributable to the DBJV system. See Note 1 and Note 2. | ||||||||
[2] | “As Reported” amounts previously included as a component of Depreciation, amortization and impairments in the Partnership’s Original Filing. | ||||||||
[3] | “As Reported” amounts previously included as a component of Depreciation, amortization and impairments in the Partnership’s Original Filing. | ||||||||
[4] | See Adjustments to Previously Issued Financial Statements in Note 1. |
Description of Business and B33
Description of Business and Basis of Presentation - Additional Information (Details) - USD ($) $ in Thousands | Mar. 02, 2015 | [4] | Nov. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |||||
General partner's interest | 2.00% | |||||||||||
Impairments | $ 2,337 | [1] | $ 898 | [2] | $ 276,229 | [1],[3] | $ 2,431 | [2] | ||||
Adjustments [Member] | ||||||||||||
Impairments | [1] | $ 0 | 264,402 | [3] | ||||||||
Operating Income (Loss) [Member] | Adjustments [Member] | ||||||||||||
Correction of an immaterial error | $ 12,000 | 25,000 | $ 28,600 | |||||||||
Red Desert Complex [Member] | ||||||||||||
Impairments | $ 264,400 | |||||||||||
Incentive Distribution Rights [Member] | Western Gas Equity Partners, LP [Member] | ||||||||||||
General partner's interest | 100.00% | |||||||||||
General Partner [Member] | Western Gas Equity Partners, LP [Member] | ||||||||||||
Ownership interest | 100.00% | |||||||||||
Non-Operated Marcellus Interest [Member] | ||||||||||||
Ownership interest | 33.75% | |||||||||||
Anadarko-Operated Marcellus Interest [Member] | ||||||||||||
Ownership interest | 33.75% | |||||||||||
Newcastle [Member] | ||||||||||||
Ownership interest | 50.00% | |||||||||||
Delaware Basin JV Gathering LLC [Member] | ||||||||||||
Ownership interest | 50.00% | 50.00% | ||||||||||
Chipeta Processing Limited Liability Company [Member] | ||||||||||||
Ownership interest by noncontrolling owner | 25.00% | 25.00% | ||||||||||
Fort Union [Member] | ||||||||||||
Equity investment ownership | 14.81% | 14.81% | ||||||||||
Rendezvous [Member] | ||||||||||||
Equity investment ownership | 22.00% | 22.00% | ||||||||||
White Cliffs [Member] | ||||||||||||
Equity investment ownership | 10.00% | 10.00% | ||||||||||
Mont Belvieu JV [Member] | ||||||||||||
Equity investment ownership | 25.00% | 25.00% | ||||||||||
Texas Express Gathering LLC [Member] | ||||||||||||
Equity investment ownership | 20.00% | 20.00% | ||||||||||
Texas Express Pipeline LLC [Member] | ||||||||||||
Equity investment ownership | 20.00% | 20.00% | ||||||||||
Front Range Pipeline LLC [Member] | ||||||||||||
Equity investment ownership | 33.33% | 33.33% | ||||||||||
[1] | “As Reported” amounts previously included as a component of Depreciation, amortization and impairments in the Partnership’s Original Filing. | |||||||||||
[2] | Financial information has been recast to include the financial position and results attributable to the DBJV system. See Note 1 and Note 2. | |||||||||||
[3] | “As Reported” amounts previously included as a component of Depreciation, amortization and impairments in the Partnership’s Original Filing. | |||||||||||
[4] | The Partnership acquired Anadarko’s interest in Delaware Basin JV Gathering LLC (“DBJV”), which owns a 50% interest in a gathering system and related facilities (the “DBJV system”). The DBJV system is located in the Delaware Basin in Loving, Ward, Winkler and Reeves Counties, Texas. The Partnership will make a cash payment on March 31, 2020, to Anadarko as consideration for the acquisition of DBJV. The Partnership currently estimates the future payment will be $282.8 million, the net present value of which was $174.3 million as of the acquisition date. See DBJV acquisition—Deferred purchase price obligation - Anadarko below. |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Acquisitions Table (Details) - USD ($) $ in Thousands | Mar. 02, 2015 | Nov. 25, 2014 | Mar. 03, 2014 | Nov. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | [1] | Dec. 31, 2014 | ||
Business Acquisition [Line Items] | ||||||||||
Borrowings | $ 769,606 | $ 1,136,878 | ||||||||
Units issued | 316,961 | |||||||||
Table Text Block Supplement [Abstract] | ||||||||||
General partner units issued | 2,583,068 | 2,583,068 | ||||||||
Affiliates [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash on hand | $ 12,131 | $ 372,393 | ||||||||
Class C Units [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Units issued | 316,961 | |||||||||
Table Text Block Supplement [Abstract] | ||||||||||
Proceeds from the issuance of units | $ 750,000 | |||||||||
General Partner [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Units issued | [2],[3] | 153,061 | ||||||||
Texas Express and Front Range [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Borrowings | [4] | $ 350,000 | ||||||||
Cash on hand | [4] | $ 6,250 | ||||||||
Table Text Block Supplement [Abstract] | ||||||||||
General partner units issued | 6,296 | |||||||||
Texas Express and Front Range [Member] | Common Units [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Common units issued | [4] | 308,490 | ||||||||
Texas Express and Front Range [Member] | General Partner [Member] | ||||||||||
Table Text Block Supplement [Abstract] | ||||||||||
Proceeds from the issuance of units | $ 400 | |||||||||
Texas Express Pipeline LLC [Member] | ||||||||||
Table Text Block Supplement [Abstract] | ||||||||||
Equity investment ownership | 20.00% | |||||||||
Texas Express Gathering LLC [Member] | ||||||||||
Table Text Block Supplement [Abstract] | ||||||||||
Equity investment ownership | 20.00% | |||||||||
Front Range Pipeline LLC [Member] | ||||||||||
Table Text Block Supplement [Abstract] | ||||||||||
Equity investment ownership | 33.33% | |||||||||
Delaware Basin Midstream LLC [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Percentage acquired | [5] | 100.00% | ||||||||
Borrowings | [5] | $ 475,000 | ||||||||
Cash on hand | [5] | $ 298,327 | ||||||||
Delaware Basin Midstream LLC [Member] | Class C Units [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Units issued | [5] | 10,913,853 | ||||||||
Delaware Basin JV Gathering LLC [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Percentage acquired | 50.00% | [6] | 50.00% | |||||||
Delaware Basin JV Gathering LLC [Member] | Deferred Purchase Price Obligation - Anadarko [Member] | Affiliates [Member] | Level 3 Inputs [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Deferred purchase price obligation to Anadarko - acquisition date value | [6] | $ 174,276 | ||||||||
Table Text Block Supplement [Abstract] | ||||||||||
Deferred purchase price obligation to Anadarko - future value | $ 282,800 | |||||||||
[1] | Financial information has been recast to include the financial position and results attributable to the DBJV system. See Note 1 and Note 2. | |||||||||
[2] | Includes the issuance of 1,120,153 common units pursuant to the partial exercise of the underwriters’ over-allotment option, the net proceeds from which were $77.0 million. Beginning with this partial exercise, the Partnership’s general partner elected not to make a corresponding capital contribution to maintain its 2.0% interest in the Partnership. | |||||||||
[3] | Represents general partner units issued to the general partner in exchange for the general partner’s proportionate capital contribution. | |||||||||
[4] | The Partnership acquired a 20% interest in each of TEG and TEP and a 33.33% interest in FRP from Anadarko. These assets gather and transport NGLs primarily from the Anadarko and Denver-Julesburg (“DJ”) Basins. The interests in these entities are accounted for under the equity method of accounting. In connection with the issuance of the common units, the Partnership issued 6,296 general partner units to the general partner in exchange for the general partner’s proportionate capital contribution of $0.4 million. | |||||||||
[5] | The Partnership acquired Nuevo Midstream, LLC (“Nuevo”) from a third party. Following the acquisition, the Partnership changed the name of Nuevo to Delaware Basin Midstream, LLC (“DBM”). The assets acquired include cryogenic processing plants, a gas gathering system, and related facilities and equipment, which are collectively referred to as the “DBM complex” and serve production from Reeves, Loving and Culberson Counties, Texas and Eddy and Lea Counties, New Mexico. See DBM acquisition below for further information, including the preliminary allocation of the purchase price. | |||||||||
[6] | The Partnership acquired Anadarko’s interest in Delaware Basin JV Gathering LLC (“DBJV”), which owns a 50% interest in a gathering system and related facilities (the “DBJV system”). The DBJV system is located in the Delaware Basin in Loving, Ward, Winkler and Reeves Counties, Texas. The Partnership will make a cash payment on March 31, 2020, to Anadarko as consideration for the acquisition of DBJV. The Partnership currently estimates the future payment will be $282.8 million, the net present value of which was $174.3 million as of the acquisition date. See DBJV acquisition—Deferred purchase price obligation - Anadarko below. |
Acquisitions and Divestitures35
Acquisitions and Divestitures - Impact to Historical Consolidated Statements of Income Table (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Revenues and other | $ 385,101 | $ 357,521 | [1] | $ 1,190,082 | $ 1,016,151 | [1] | ||
Equity income, net | [2],[3] | 21,976 | 19,063 | [1] | 59,137 | [4] | 41,322 | [1],[4] |
Net income (loss) | 166,477 | 113,022 | [1] | 106,353 | 310,387 | [1] | ||
Delaware Basin JV Gathering LLC [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Revenues and other | 16,239 | 46,124 | ||||||
Equity income, net | 0 | 0 | ||||||
Net income (loss) | 6,482 | 14,238 | ||||||
Partnership Historical [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Revenues and other | [5] | 341,282 | 970,027 | |||||
Equity income, net | [5] | 19,063 | 41,322 | |||||
Net income (loss) | $ 163,494 | $ 106,540 | [5] | $ 363,626 | $ 296,149 | [5] | ||
[1] | Financial information has been recast to include the financial position and results attributable to the DBJV system. See Note 1 and Note 2. | |||||||
[2] | Income earned from equity investments is classified as affiliate. See Note 1. | |||||||
[3] | Represents amounts earned or incurred on and subsequent to the date of acquisition of the Partnership assets, as well as amounts earned or incurred by Anadarko on a historical basis related to the Partnership assets prior to the acquisition of such assets, recognized under gathering, treating or processing agreements, and purchase and sale agreements. See Adjustments to Previously Issued Financial Statements in Note 1. | |||||||
[4] | Income earned on, distributions from and contributions to equity investments are classified as affiliate. See Note 1. | |||||||
[5] | See Adjustments to Previously Issued Financial Statements in Note 1. |
Acquisitions and Divestitures36
Acquisitions and Divestitures - Purchase Price Allocation Table (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | [1] |
Business Acquisition [Line Items] | |||
Goodwill | $ 387,633 | $ 389,087 | |
Delaware Basin Midstream LLC [Member] | Level 3 Inputs [Member] | |||
Business Acquisition [Line Items] | |||
Current assets | 62,940 | ||
Property, plant and equipment | 467,171 | ||
Goodwill | 282,697 | ||
Other intangible assets | 811,048 | ||
Accounts payables | (18,621) | ||
Accrued liabilities | (37,360) | ||
Deferred income taxes | (1,342) | ||
Asset retirement obligations and other | (9,060) | ||
Total purchase price | $ 1,557,473 | ||
[1] | Financial information has been recast to include the financial position and results attributable to the DBJV system. See Note 1 and Note 2. |
Acquisitions and Divestitures37
Acquisitions and Divestitures - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Mar. 02, 2015 | Dec. 31, 2014 | [2] | ||||
Property, Plant and Equipment [Line Items] | ||||||||||
Deferred purchase price obligation - Anadarko | [1] | $ 184,196 | $ 184,196 | $ 0 | ||||||
Gain on divestiture, net | 77,244 | $ 0 | [3] | 77,244 | $ 0 | [3] | ||||
Dew and Pinnacle Systems [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Proceeds from the sale of assets | 146,700 | |||||||||
Gain on divestiture, net | 77,200 | |||||||||
Delaware Basin Midstream LLC [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Post-closing purchase price adjustments | 3,500 | |||||||||
Affiliates [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Proceeds from the sale of assets | 700 | 0 | [3] | |||||||
Deferred Purchase Price Obligation - Anadarko [Member] | Affiliates [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Interest expense, related party | [4] | 4,310 | $ 0 | $ 9,920 | $ 0 | |||||
Deferred Purchase Price Obligation - Anadarko [Member] | Affiliates [Member] | Delaware Basin JV Gathering LLC [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Discount rate percentage | 10.00% | |||||||||
Deferred purchase price obligation - Anadarko | 184,200 | $ 184,200 | ||||||||
Interest expense, related party | $ 4,300 | $ 9,900 | ||||||||
Level 3 Inputs [Member] | Deferred Purchase Price Obligation - Anadarko [Member] | Affiliates [Member] | Delaware Basin JV Gathering LLC [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Deferred purchase price obligation to Anadarko - future value | $ 282,800 | |||||||||
Deferred purchase price obligation to Anadarko - acquisition date value | [5] | $ 174,276 | ||||||||
[1] | See Note 2. | |||||||||
[2] | Financial information has been recast to include the financial position and results attributable to the DBJV system. See Note 1 and Note 2. | |||||||||
[3] | Financial information has been recast to include the financial position and results attributable to the DBJV system. See Note 1 and Note 2. | |||||||||
[4] | See Note 2 for a discussion of the accretion and present value of the Deferred purchase price obligation - Anadarko. | |||||||||
[5] | The Partnership acquired Anadarko’s interest in Delaware Basin JV Gathering LLC (“DBJV”), which owns a 50% interest in a gathering system and related facilities (the “DBJV system”). The DBJV system is located in the Delaware Basin in Loving, Ward, Winkler and Reeves Counties, Texas. The Partnership will make a cash payment on March 31, 2020, to Anadarko as consideration for the acquisition of DBJV. The Partnership currently estimates the future payment will be $282.8 million, the net present value of which was $174.3 million as of the acquisition date. See DBJV acquisition—Deferred purchase price obligation - Anadarko below. |
Partnership Distributions - Cas
Partnership Distributions - Cash Distributions Table (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||||||
Sep. 30, 2015 | [1] | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | |
Distributions Made to Members or Limited Partners [Abstract] | ||||||||
Total quarterly distribution per unit | $ 0.775 | $ 0.750 | $ 0.725 | $ 0.700 | $ 0.675 | $ 0.650 | $ 0.625 | |
Total quarterly cash distribution | $ 146,160 | $ 139,736 | $ 133,203 | $ 126,044 | $ 111,608 | $ 105,655 | $ 98,749 | |
[1] | On October 14, 2015, the Board of Directors of the Partnership’s general partner declared a cash distribution to the Partnership’s unitholders of $0.775 per unit, or $146.2 million in aggregate, including incentive distributions, but excluding distributions on Class C units (see Class C unit distributions below). The cash distribution is payable on November 12, 2015, to unitholders of record at the close of business on November 2, 2015. |
Partnership Distributions - PIK
Partnership Distributions - PIK Class C Units Distributions Table (Details) - Class C Units [Member] - USD ($) $ in Thousands | 3 Months Ended | |||
Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | ||
Distribution Made to Limited Partner [Line Items] | ||||
PIK Class C units | 153,020 | 118,230 | 45,711 | [1] |
Implied fair value | $ 8,721 | $ 8,101 | $ 3,072 | [1] |
Table Text Block Supplement [Abstract] | ||||
Number of days in prorated period | 37 days | |||
[1] | Prorated for the 37-day period the Class C units were outstanding during the fourth quarter of 2014. |
Partnership Distributions - Add
Partnership Distributions - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2015 | |
Distribution Made to Limited Partner [Line Items] | |
Partnership agreement day requirement of distribution of available cash | 45 days |
Class C Units [Member] | |
Distribution Made to Limited Partner [Line Items] | |
Discount rate percentage | 6.00% |
Equity and Partners' Capital -
Equity and Partners' Capital - Equity Offerings Table (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Nov. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2012 | ||
Capital Unit [Line Items] | |||||||
Units issued | 316,961 | ||||||
Price per unit | [1] | $ 70.85 | |||||
Underwriting discount and other offering expenses | [1] | $ 18,615 | |||||
Net proceeds | [1] | $ 602,967 | |||||
Table Text Block Supplement [Abstract] | |||||||
General partner's interest | 2.00% | ||||||
Option On Securities [Member] | |||||||
Capital Unit [Line Items] | |||||||
Net proceeds | $ 77,000 | ||||||
125 Million COP [Member] | |||||||
Capital Unit [Line Items] | |||||||
Average price per unit | [2] | $ 73.48 | |||||
Underwriting discount and other offering expenses | [2] | $ 1,738 | |||||
Net proceeds | [2] | 83,245 | |||||
Table Text Block Supplement [Abstract] | |||||||
Maximum aggregate principal of common units | $ 125,000 | ||||||
Gross proceeds | $ 85,000 | ||||||
500 Million COP [Member] | |||||||
Capital Unit [Line Items] | |||||||
Common units issued | 873,525 | ||||||
Average price per unit | [3] | $ 66.61 | |||||
Underwriting discount and other offering expenses | [3] | $ 805 | $ 805 | ||||
Net proceeds | [3] | 57,385 | |||||
Table Text Block Supplement [Abstract] | |||||||
Maximum aggregate principal of common units | $ 500,000 | ||||||
Gross proceeds | 0 | 58,200 | |||||
Commissions paid | $ 0 | $ 600 | |||||
Common Units [Member] | |||||||
Capital Unit [Line Items] | |||||||
Common units issued | [1] | 8,620,153 | |||||
Common Units [Member] | Option On Securities [Member] | |||||||
Capital Unit [Line Items] | |||||||
Common units issued | 1,120,153 | ||||||
Common Units [Member] | 125 Million COP [Member] | |||||||
Capital Unit [Line Items] | |||||||
Common units issued | [2] | 1,133,384 | |||||
Common Units [Member] | 500 Million COP [Member] | |||||||
Capital Unit [Line Items] | |||||||
Common units issued | [3] | 873,525 | |||||
General Partner [Member] | |||||||
Capital Unit [Line Items] | |||||||
Units issued | [1],[4] | 153,061 | |||||
General Partner [Member] | 125 Million COP [Member] | |||||||
Capital Unit [Line Items] | |||||||
Units issued | [2],[4] | 23,132 | |||||
[1] | Includes the issuance of 1,120,153 common units pursuant to the partial exercise of the underwriters’ over-allotment option, the net proceeds from which were $77.0 million. Beginning with this partial exercise, the Partnership’s general partner elected not to make a corresponding capital contribution to maintain its 2.0% interest in the Partnership. | ||||||
[2] | Represents common and general partner units issued during the year ended December 31, 2014, pursuant to the Partnership’s registration statement filed with the SEC in August 2012 authorizing the issuance of up to an aggregate of $125.0 million of common units (the “$125.0 million COP”). Gross proceeds generated (including the general partner’s proportionate capital contributions) during the year ended December 31, 2014, were $85.0 million. The price per unit in the table above represents an average price for all issuances under the $125.0 million COP during the year ended December 31, 2014. As of December 31, 2014, the Partnership had used all the capacity to issue common units under this registration statement. | ||||||
[3] | Represents common units issued during the nine months ended September 30, 2015, pursuant to the Partnership’s registration statement filed with the SEC in August 2014 authorizing the issuance of up to an aggregate of $500.0 million of common units (the “$500.0 million COP”). Gross proceeds generated during the three and nine months ended September 30, 2015, were zero and $58.2 million, respectively. Commissions paid during the three and nine months ended September 30, 2015, were zero and $0.6 million, respectively. The price per unit in the table above represents an average price for all issuances under the $500.0 million COP during the nine months ended September 30, 2015. | ||||||
[4] | Represents general partner units issued to the general partner in exchange for the general partner’s proportionate capital contribution. |
Equity and Partners' Capital 42
Equity and Partners' Capital - Limited Partner and General Partner Units Table (Details) - shares | 1 Months Ended | 9 Months Ended | |
Nov. 30, 2014 | Sep. 30, 2015 | ||
Capital Unit [Line Items] | |||
Balance | 141,192,051 | ||
PIK Class C units | 316,961 | ||
Long-Term Incentive Plan award vestings | 5,991 | ||
Balance | 142,388,528 | ||
500 Million COP [Member] | |||
Capital Unit [Line Items] | |||
Offering | 873,525 | ||
Common Units [Member] | |||
Capital Unit [Line Items] | |||
Balance | 127,695,130 | ||
Long-Term Incentive Plan award vestings | 5,991 | ||
Offering | [1] | 8,620,153 | |
Balance | 128,574,646 | ||
Common Units [Member] | 500 Million COP [Member] | |||
Capital Unit [Line Items] | |||
Offering | [2] | 873,525 | |
Class C Units [Member] | |||
Capital Unit [Line Items] | |||
Balance | 10,913,853 | ||
PIK Class C units | 316,961 | ||
Balance | 11,230,814 | ||
General Partner [Member] | |||
Capital Unit [Line Items] | |||
Balance | 2,583,068 | ||
PIK Class C units | [1],[3] | 153,061 | |
Balance | 2,583,068 | ||
[1] | Includes the issuance of 1,120,153 common units pursuant to the partial exercise of the underwriters’ over-allotment option, the net proceeds from which were $77.0 million. Beginning with this partial exercise, the Partnership’s general partner elected not to make a corresponding capital contribution to maintain its 2.0% interest in the Partnership. | ||
[2] | Represents common units issued during the nine months ended September 30, 2015, pursuant to the Partnership’s registration statement filed with the SEC in August 2014 authorizing the issuance of up to an aggregate of $500.0 million of common units (the “$500.0 million COP”). Gross proceeds generated during the three and nine months ended September 30, 2015, were zero and $58.2 million, respectively. Commissions paid during the three and nine months ended September 30, 2015, were zero and $0.6 million, respectively. The price per unit in the table above represents an average price for all issuances under the $500.0 million COP during the nine months ended September 30, 2015. | ||
[3] | Represents general partner units issued to the general partner in exchange for the general partner’s proportionate capital contribution. |
Equity and Partners' Capital 43
Equity and Partners' Capital - Calculation of Net Income Per Unit Table (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||||
Earnings Per Unit [Line Items] | |||||||
Net income (loss) attributable to Western Gas Partners, LP | $ 164,289 | $ 109,159 | [1] | $ 98,123 | $ 299,382 | [1] | |
Pre-acquisition net (income) loss allocated to Anadarko | 0 | (6,482) | [1] | (1,742) | (13,282) | [1] | |
General partner interest in net (income) loss | [2] | (50,267) | (31,058) | [1] | (133,415) | (83,939) | [1] |
Limited partners' interest in net income (loss) | [2] | $ 114,022 | $ 71,619 | [1] | $ (37,034) | $ 202,161 | [1] |
Net income (loss) per common unit - basic | [3] | $ 0.79 | $ 0.60 | [1] | $ (0.35) | $ 1.71 | [1] |
Net income (loss) per common unit - diluted | [3],[4] | $ 0.79 | $ 0.60 | [1] | $ (0.35) | $ 1.71 | [1] |
Weighted-average limited partnership units outstanding - diluted | 139,736 | 119,068 | 139,309 | 118,326 | |||
Common Units [Member] | |||||||
Earnings Per Unit [Line Items] | |||||||
Limited partners' interest in net income (loss) | [5] | $ 101,140 | $ 71,619 | $ (44,999) | $ 202,161 | ||
Weighted-average limited partnership units outstanding - basic | 128,575 | 119,068 | 128,267 | 118,326 | |||
Class C Units [Member] | |||||||
Earnings Per Unit [Line Items] | |||||||
Limited partners' interest in net income (loss) | [5] | $ 12,882 | $ 0 | $ 7,965 | $ 0 | ||
Weighted-average limited partnership units outstanding - basic | [4] | 11,161 | 0 | 11,042 | 0 | ||
[1] | Financial information has been recast to include the financial position and results attributable to the DBJV system. See Note 1 and Note 2. | ||||||
[2] | Represents net income (loss) earned on and subsequent to the date of acquisition of the Partnership assets (as defined in Note 1). See Note 4. | ||||||
[3] | See Note 4 for the calculation of net income (loss) per unit. | ||||||
[4] | Inclusion of Class C units in the calculation would have had an anti-dilutive effect. | ||||||
[5] | Adjusted to reflect amortization for the beneficial conversion feature. See Class C units above for a discussion of the Class C units. |
Equity and Partners' Capital 44
Equity and Partners' Capital - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Nov. 30, 2014 | Sep. 30, 2015 | Dec. 31, 2014 | ||
Schedule Of Investments [Line Items] | ||||
Units issued | 316,961 | |||
Price per unit | [1] | $ 70.85 | ||
General partner units owned | 2,583,068 | 2,583,068 | ||
General partner's interest | 2.00% | |||
Western Gas Equity Partners, LP [Member] | ||||
Schedule Of Investments [Line Items] | ||||
General partner units owned | 2,583,068 | |||
General partner's interest | 1.80% | |||
Other Subsidiaries Of Anadarko [Member] | ||||
Schedule Of Investments [Line Items] | ||||
Limited partner ownership interest | 8.40% | |||
Class C Units [Member] | ||||
Schedule Of Investments [Line Items] | ||||
Units issued | 316,961 | |||
Price per unit | $ 68.72 | |||
Proceeds from the issuance of Class C units | $ 750 | |||
Beneficial conversion feature of Class C units | $ 34.8 | |||
Limited partner units owned | 11,230,814 | 10,913,853 | ||
Class C Units [Member] | Other Subsidiaries Of Anadarko [Member] | ||||
Schedule Of Investments [Line Items] | ||||
Units issued | 10,913,853 | |||
Limited partner units owned | 11,230,814 | |||
Class C Units [Member] | Maximum [Member] | ||||
Schedule Of Investments [Line Items] | ||||
Redeemable option on units | $ 150 | |||
Common Units [Member] | ||||
Schedule Of Investments [Line Items] | ||||
Limited partner units owned | 128,574,646 | 127,695,130 | ||
Common Units [Member] | Western Gas Equity Partners, LP [Member] | ||||
Schedule Of Investments [Line Items] | ||||
Limited partner units owned | 49,296,205 | |||
Limited partner ownership interest | 34.60% | |||
Common Units [Member] | Other Subsidiaries Of Anadarko [Member] | ||||
Schedule Of Investments [Line Items] | ||||
Limited partner units owned | 757,619 | |||
Common Units [Member] | Public [Member] | ||||
Schedule Of Investments [Line Items] | ||||
Limited partner units owned | 78,520,822 | |||
Limited partner ownership interest | 55.20% | |||
Incentive Distribution Rights [Member] | Western Gas Equity Partners, LP [Member] | ||||
Schedule Of Investments [Line Items] | ||||
General partner's interest | 100.00% | |||
[1] | Includes the issuance of 1,120,153 common units pursuant to the partial exercise of the underwriters’ over-allotment option, the net proceeds from which were $77.0 million. Beginning with this partial exercise, the Partnership’s general partner elected not to make a corresponding capital contribution to maintain its 2.0% interest in the Partnership. |
Transactions with Affiliates -
Transactions with Affiliates - Commodity Price Swap Agreements Table (Details) | Sep. 30, 2015$ / bbl$ / MMBTU |
Ethane [Member] | Year 2016 [Member] | |
Commodity Price Risk Swap [Line Items] | |
Commodity swap fixed price | 23.11 |
Ethane [Member] | Minimum [Member] | Year 2015 [Member] | |
Commodity Price Risk Swap [Line Items] | |
Commodity swap fixed price | 18.41 |
Ethane [Member] | Maximum [Member] | Year 2015 [Member] | |
Commodity Price Risk Swap [Line Items] | |
Commodity swap fixed price | 23.41 |
Propane [Member] | Year 2016 [Member] | |
Commodity Price Risk Swap [Line Items] | |
Commodity swap fixed price | 52.90 |
Propane [Member] | Minimum [Member] | Year 2015 [Member] | |
Commodity Price Risk Swap [Line Items] | |
Commodity swap fixed price | 47.08 |
Propane [Member] | Maximum [Member] | Year 2015 [Member] | |
Commodity Price Risk Swap [Line Items] | |
Commodity swap fixed price | 52.99 |
Isobutane [Member] | Year 2016 [Member] | |
Commodity Price Risk Swap [Line Items] | |
Commodity swap fixed price | 73.89 |
Isobutane [Member] | Minimum [Member] | Year 2015 [Member] | |
Commodity Price Risk Swap [Line Items] | |
Commodity swap fixed price | 62.09 |
Isobutane [Member] | Maximum [Member] | Year 2015 [Member] | |
Commodity Price Risk Swap [Line Items] | |
Commodity swap fixed price | 74.02 |
Normal butane [Member] | Year 2016 [Member] | |
Commodity Price Risk Swap [Line Items] | |
Commodity swap fixed price | 64.93 |
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 2015 [Member] | |
Commodity Price Risk Swap [Line Items] | |
Commodity swap fixed price | 65.04 |
Natural gasoline [Member] | Year 2016 [Member] | |
Commodity Price Risk Swap [Line Items] | |
Commodity swap fixed price | 81.68 |
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 2015 [Member] | |
Commodity Price Risk Swap [Line Items] | |
Commodity swap fixed price | 81.82 |
Condensate [Member] | Year 2016 [Member] | |
Commodity Price Risk Swap [Line Items] | |
Commodity swap fixed price | 81.68 |
Condensate [Member] | Minimum [Member] | Year 2015 [Member] | |
Commodity Price Risk Swap [Line Items] | |
Commodity swap fixed price | 76.47 |
Condensate [Member] | Maximum [Member] | Year 2015 [Member] | |
Commodity Price Risk Swap [Line Items] | |
Commodity swap fixed price | 81.82 |
Natural gas (per MMBtu) [Member] | Year 2016 [Member] | |
Commodity Price Risk Swap [Line Items] | |
Commodity swap fixed price | $ / MMBTU | 4.87 |
Natural gas (per MMBtu) [Member] | Minimum [Member] | Year 2015 [Member] | |
Commodity Price Risk Swap [Line Items] | |
Commodity swap fixed price | $ / MMBTU | 4.66 |
Natural gas (per MMBtu) [Member] | Maximum [Member] | Year 2015 [Member] | |
Commodity Price Risk Swap [Line Items] | |
Commodity swap fixed price | $ / MMBTU | 5.96 |
Transactions with Affiliates 46
Transactions with Affiliates - Gains (Losses) on Commodity Price Swap Agreements Table (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Gains (losses) on commodity price swap agreements related to sales and purchases | |||||
Net gains (losses) on commodity price swap agreements | $ 15,522 | $ 6,383 | $ 55,678 | $ 30,190 | |
Sales [Member] | |||||
Gains (losses) on commodity price swap agreements related to sales and purchases | |||||
Net gains (losses) on commodity price swap agreements | [1] | 39,520 | 25,916 | 155,575 | 68,271 |
Sales [Member] | Natural Gas [Member] | |||||
Gains (losses) on commodity price swap agreements related to sales and purchases | |||||
Net gains (losses) on commodity price swap agreements | [1] | 5,774 | 3,179 | 39,100 | 1,525 |
Sales [Member] | Natural Gas Liquids [Member] | |||||
Gains (losses) on commodity price swap agreements related to sales and purchases | |||||
Net gains (losses) on commodity price swap agreements | [1] | 33,746 | 22,737 | 116,475 | 66,746 |
Cost of Sales [Member] | |||||
Gains (losses) on commodity price swap agreements related to sales and purchases | |||||
Net gains (losses) on commodity price swap agreements | [2] | $ (23,998) | $ (19,533) | $ (99,897) | $ (38,081) |
[1] | Reported in affiliate natural gas, natural gas liquids and drip condensate sales in the consolidated statements of income in the period in which the related sale is recorded. | ||||
[2] | Reported in cost of product in the consolidated statements of income in the period in which the related purchase is recorded. |
Transactions with Affiliates 47
Transactions with Affiliates - Commodity Price Swap Agreements Extensions Table (Details) | Jun. 25, 2015$ / bbl$ / MMBTU | |
DJ Basin Complex [Member] | Ethane [Member] | ||
Commodity Price Risk Swap [Line Items] | ||
Commodity market price | 1.96 | [1] |
DJ Basin Complex [Member] | Ethane [Member] | Year 2015 [Member] | ||
Commodity Price Risk Swap [Line Items] | ||
Commodity swap fixed price | 18.41 | |
DJ Basin Complex [Member] | Propane [Member] | ||
Commodity Price Risk Swap [Line Items] | ||
Commodity market price | 13.10 | [1] |
DJ Basin Complex [Member] | Propane [Member] | Year 2015 [Member] | ||
Commodity Price Risk Swap [Line Items] | ||
Commodity swap fixed price | 47.08 | |
DJ Basin Complex [Member] | Isobutane [Member] | ||
Commodity Price Risk Swap [Line Items] | ||
Commodity market price | 19.75 | [1] |
DJ Basin Complex [Member] | Isobutane [Member] | Year 2015 [Member] | ||
Commodity Price Risk Swap [Line Items] | ||
Commodity swap fixed price | 62.09 | |
DJ Basin Complex [Member] | Normal butane [Member] | ||
Commodity Price Risk Swap [Line Items] | ||
Commodity market price | 18.99 | [1] |
DJ Basin Complex [Member] | Normal butane [Member] | Year 2015 [Member] | ||
Commodity Price Risk Swap [Line Items] | ||
Commodity swap fixed price | 54.62 | |
DJ Basin Complex [Member] | Natural gasoline [Member] | ||
Commodity Price Risk Swap [Line Items] | ||
Commodity market price | 52.59 | [1] |
DJ Basin Complex [Member] | Natural gasoline [Member] | Year 2015 [Member] | ||
Commodity Price Risk Swap [Line Items] | ||
Commodity swap fixed price | 72.88 | |
DJ Basin Complex [Member] | Condensate [Member] | ||
Commodity Price Risk Swap [Line Items] | ||
Commodity market price | 52.59 | [1] |
DJ Basin Complex [Member] | Condensate [Member] | Year 2015 [Member] | ||
Commodity Price Risk Swap [Line Items] | ||
Commodity swap fixed price | 76.47 | |
DJ Basin Complex [Member] | Natural gas (per MMBtu) [Member] | ||
Commodity Price Risk Swap [Line Items] | ||
Commodity market price | $ / MMBTU | 2.75 | [1] |
DJ Basin Complex [Member] | Natural gas (per MMBtu) [Member] | Year 2015 [Member] | ||
Commodity Price Risk Swap [Line Items] | ||
Commodity swap fixed price | $ / MMBTU | 5.96 | |
Hugoton System [Member] | Condensate [Member] | ||
Commodity Price Risk Swap [Line Items] | ||
Commodity market price | 32.56 | [1] |
Hugoton System [Member] | Condensate [Member] | Year 2015 [Member] | ||
Commodity Price Risk Swap [Line Items] | ||
Commodity swap fixed price | 78.61 | |
Hugoton System [Member] | Natural gas (per MMBtu) [Member] | ||
Commodity Price Risk Swap [Line Items] | ||
Commodity market price | $ / MMBTU | 2.74 | [1] |
Hugoton System [Member] | Natural gas (per MMBtu) [Member] | Year 2015 [Member] | ||
Commodity Price Risk Swap [Line Items] | ||
Commodity swap fixed price | $ / MMBTU | 5.50 | |
[1] | Represents the New York Mercantile Exchange forward strip price as of June 25, 2015, adjusted for location, basis and, in the case of NGLs, transportation and fractionation costs. |
Transactions with Affiliates 48
Transactions with Affiliates - Equipment Purchases and Sales Table (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | ||
Related Party Transaction [Line Items] | |||
Partners’ capital adjustment | $ 4,386 | $ 6,398 | [1] |
Affiliates [Member] | Purchases [Member] | |||
Related Party Transaction [Line Items] | |||
Cash consideration - purchases | 12,131 | 16,143 | |
Net carrying value | 7,411 | 9,745 | |
Partners’ capital adjustment | 4,720 | 6,398 | |
Affiliates [Member] | Sales [Member] | |||
Related Party Transaction [Line Items] | |||
Cash consideration - sales | 700 | 0 | |
Net carrying value | 366 | 0 | |
Partners’ capital adjustment | $ (334) | $ 0 | |
[1] | Financial information has been recast to include the financial position and results attributable to the DBJV system. See Note 1 and Note 2. |
Transactions with Affiliates 49
Transactions with Affiliates - Summary Table (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |||||
Related Party Transaction [Line Items] | ||||||||
Revenues and other | $ 385,101 | $ 357,521 | [1] | $ 1,190,082 | $ 1,016,151 | [1] | ||
Equity income, net | [2],[3] | 21,976 | 19,063 | [1] | 59,137 | [4] | 41,322 | [1],[4] |
Cost of product | [5] | 127,721 | 113,217 | [1] | 414,378 | 330,926 | [1] | |
Operation and maintenance | [5] | 80,633 | 67,489 | [1] | 218,640 | 184,023 | [1] | |
General and administrative | [5] | 9,318 | 8,339 | [1] | 28,497 | 25,688 | [1] | |
Operating expenses | 288,512 | 243,115 | [1] | 1,147,100 | 696,647 | [1] | ||
Interest income | [6] | 4,225 | 4,225 | [1] | 12,675 | 12,675 | [1] | |
Interest expense | [7] | 31,773 | 20,878 | [1] | 82,337 | 55,703 | [1] | |
Distributions to unitholders | 398,983 | 297,013 | [1] | |||||
Affiliates [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Revenues and other | [3] | 247,458 | 269,632 | [1] | 777,739 | 769,331 | [1] | |
Cost of product | [3] | 35,673 | 27,034 | 132,663 | 85,071 | |||
Operation and maintenance | [8] | 17,662 | 15,583 | 50,534 | 44,961 | |||
General and administrative | [9] | 7,671 | 7,016 | 22,556 | 21,243 | |||
Operating expenses | 61,006 | 49,633 | 205,753 | 151,275 | ||||
Interest expense | [10] | 4,310 | 0 | 9,920 | 0 | |||
Distributions to unitholders | [11] | $ 80,845 | $ 60,794 | $ 228,893 | $ 169,001 | |||
[1] | Financial information has been recast to include the financial position and results attributable to the DBJV system. See Note 1 and Note 2. | |||||||
[2] | Income earned from equity investments is classified as affiliate. See Note 1. | |||||||
[3] | Represents amounts earned or incurred on and subsequent to the date of acquisition of the Partnership assets, as well as amounts earned or incurred by Anadarko on a historical basis related to the Partnership assets prior to the acquisition of such assets, recognized under gathering, treating or processing agreements, and purchase and sale agreements. See Adjustments to Previously Issued Financial Statements in Note 1. | |||||||
[4] | Income earned on, distributions from and contributions to equity investments are classified as affiliate. See Note 1. | |||||||
[5] | Cost of product includes product purchases from Anadarko (as defined in Note 1) of $35.7 million and $132.7 million for the three and nine months ended September 30, 2015, respectively, and $27.0 million and $85.1 million for the three and nine months ended September 30, 2014, respectively. Operation and maintenance includes charges from Anadarko of $17.7 million and $50.5 million for the three and nine months ended September 30, 2015, respectively, and $15.6 million and $45.0 million for the three and nine months ended September 30, 2014, respectively. General and administrative includes charges from Anadarko of $7.7 million and $22.6 million for the three and nine months ended September 30, 2015, respectively, and $7.0 million and $21.2 million for the three and nine months ended September 30, 2014, respectively. See Note 5. | |||||||
[6] | Represents interest income recognized on the note receivable from Anadarko. | |||||||
[7] | Includes affiliate (as defined in Note 1) interest expense of $4.3 million and $9.9 million for the three and nine months ended September 30, 2015, respectively, and zero for each of the three and nine months ended September 30, 2014. See Note 2 and Note 9. | |||||||
[8] | Represents expenses incurred on and subsequent to the date of the acquisition of the Partnership assets, as well as expenses incurred by Anadarko on a historical basis related to the Partnership assets prior to the acquisition of such assets. | |||||||
[9] | Represents general and administrative expense incurred on and subsequent to the date of the Partnership’s acquisition of the Partnership assets, as well as a management services fee for reimbursement of expenses incurred by Anadarko for periods prior to the acquisition of the Partnership assets by the Partnership. These amounts include equity-based compensation expense allocated to the Partnership by Anadarko (see WES LTIP and WGP LTIP and Anadarko Incentive Plans within this Note 5). | |||||||
[10] | For the three and nine months ended September 30, 2015, includes accretion expense recognized on the Deferred purchase price obligation - Anadarko for the acquisition of DBJV (see Note 2 and Note 9). | |||||||
[11] | Represents distributions paid under the partnership agreement (see Note 3 and Note 4). |
Transactions with Affiliates 50
Transactions with Affiliates - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
May. 31, 2008 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |||
Related Party Transaction [Line Items] | ||||||||
Note receivable - Anadarko | $ 260,000,000 | $ 260,000,000 | $ 260,000,000 | [1] | ||||
Above-market component of swap extensions with Anadarko | 7,916,000 | 7,916,000 | [2] | |||||
Contributions of equity-based compensation from Anadarko | $ 2,679,000 | |||||||
Western Gas Partners Long Term Incentive Plan [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Units vesting period | 3 years | |||||||
Equity-based compensation expense | 100,000 | $ 200,000 | $ 400,000 | $ 500,000 | ||||
Western Gas Equity Partners Long Term Incentive Plan [Member] | Anadarko Incentive Plans [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Equity-based compensation expense | $ 1,000,000 | $ 900,000 | 3,100,000 | $ 2,700,000 | ||||
Contributions of equity-based compensation from Anadarko | $ 2,700,000 | |||||||
Gathering, Treating and Transportation [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Affiliate throughput percent | 42.00% | 48.00% | 46.00% | 49.00% | ||||
Processing [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Affiliate throughput percent | 47.00% | 58.00% | 51.00% | 58.00% | ||||
Affiliates [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Note receivable - Anadarko | $ 260,000,000 | |||||||
Note receivable, due date | May 14, 2038 | |||||||
Fixed annual rate for note receivable bearing interest | 6.50% | |||||||
Affiliates [Member] | Level 2 inputs [Member] | Market approach valuation technique [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Fair value of the note receivable | $ 288,900,000 | $ 288,900,000 | $ 317,800,000 | |||||
Independent Director [Member] | Western Gas Partners Long Term Incentive Plan [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Units vesting period | 1 year | |||||||
[1] | Financial information has been recast to include the financial position and results attributable to the DBJV system. See Note 1 and Note 2. | |||||||
[2] | See Note 5. |
Property, Plant and Equipment -
Property, Plant and Equipment - Historical Cost Table (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2015 | Dec. 31, 2014 | ||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | $ 5,862,721 | $ 5,626,650 | [1] |
Accumulated depreciation | 1,330,802 | 1,055,207 | [1] |
Net property, plant and equipment | 4,531,919 | 4,571,443 | [1] |
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 3,191 | 2,884 | |
Gathering Systems [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | $ 5,431,716 | 4,972,892 | |
Gathering Systems [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 3 years | ||
Gathering Systems [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 47 years | ||
Pipelines And Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | $ 136,303 | 151,107 | |
Pipelines And Equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 15 years | ||
Pipelines And Equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 45 years | ||
Assets Under Construction [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | $ 272,445 | 483,347 | |
Other [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | $ 19,066 | $ 16,420 | |
Other [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 3 years | ||
Other [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 40 years | ||
[1] | Financial information has been recast to include the financial position and results attributable to the DBJV system. See Note 1 and Note 2. |
Property, Plant and Equipment52
Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2015 | Sep. 30, 2014 | [2] | Sep. 30, 2015 | Sep. 30, 2014 | [2] | |||
Property, Plant and Equipment [Line Items] | ||||||||
Impairments | $ 2,337 | [1] | $ 898 | $ 276,229 | [1],[3] | $ 2,431 | ||
Red Desert Complex [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Impairments | 264,400 | |||||||
Red Desert Complex [Member] | Fair Value Measurements Nonrecurring [Member] | Level 3 Inputs [Member] | Income Approach Valuation Technique [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Estimated fair value | $ 23,200 | 23,200 | ||||||
Other [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Impairments | $ 11,800 | |||||||
[1] | “As Reported” amounts previously included as a component of Depreciation, amortization and impairments in the Partnership’s Original Filing. | |||||||
[2] | Financial information has been recast to include the financial position and results attributable to the DBJV system. See Note 1 and Note 2. | |||||||
[3] | “As Reported” amounts previously included as a component of Depreciation, amortization and impairments in the Partnership’s Original Filing. |
Equity Investments - Equity Inv
Equity Investments - Equity Investments Table (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2015 | Sep. 30, 2014 | [4] | Sep. 30, 2015 | Sep. 30, 2014 | [4] | |||
Schedule of Equity Method Investments [Line Items] | ||||||||
Balance | [1] | $ 634,492 | ||||||
Investment earnings (loss), net of amortization | [2],[3] | $ 21,976 | $ 19,063 | 59,137 | [5] | $ 41,322 | [5] | |
Contributions | 9,052 | 63,267 | ||||||
Distributions | [5] | (60,645) | (43,061) | |||||
Distributions in excess of cumulative earnings | [5] | (12,409) | [6] | $ (14,387) | ||||
Balance | 629,627 | 629,627 | ||||||
Fort Union [Member] | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Balance | 25,933 | |||||||
Investment earnings (loss), net of amortization | 4,831 | |||||||
Contributions | 0 | |||||||
Distributions | (4,606) | |||||||
Distributions in excess of cumulative earnings | [6] | 0 | ||||||
Balance | 26,158 | 26,158 | ||||||
White Cliffs [Member] | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Balance | 44,315 | |||||||
Investment earnings (loss), net of amortization | 10,663 | |||||||
Contributions | 6,081 | |||||||
Distributions | (10,227) | |||||||
Distributions in excess of cumulative earnings | [6] | (2,584) | ||||||
Balance | 48,248 | 48,248 | ||||||
Rendezvous [Member] | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Balance | 56,336 | |||||||
Investment earnings (loss), net of amortization | 1,591 | |||||||
Contributions | 0 | |||||||
Distributions | (3,047) | |||||||
Distributions in excess of cumulative earnings | [6] | (2,708) | ||||||
Balance | 52,172 | 52,172 | ||||||
Mont Belvieu JV [Member] | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Balance | 121,337 | |||||||
Investment earnings (loss), net of amortization | 17,256 | |||||||
Contributions | (432) | |||||||
Distributions | (17,924) | |||||||
Distributions in excess of cumulative earnings | [6] | (1,987) | ||||||
Balance | 118,250 | 118,250 | ||||||
Texas Express Gathering LLC [Member] | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Balance | 16,790 | |||||||
Investment earnings (loss), net of amortization | 475 | |||||||
Contributions | 0 | |||||||
Distributions | (685) | |||||||
Distributions in excess of cumulative earnings | [6] | (82) | ||||||
Balance | 16,498 | 16,498 | ||||||
Texas Express Pipeline LLC [Member] | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Balance | 198,793 | |||||||
Investment earnings (loss), net of amortization | 11,691 | |||||||
Contributions | 1,520 | |||||||
Distributions | (11,880) | |||||||
Distributions in excess of cumulative earnings | [6] | (4,302) | ||||||
Balance | 195,822 | 195,822 | ||||||
Front Range Pipeline LLC [Member] | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Balance | 170,988 | |||||||
Investment earnings (loss), net of amortization | 12,630 | |||||||
Contributions | 1,883 | |||||||
Distributions | (12,276) | |||||||
Distributions in excess of cumulative earnings | [6] | (746) | ||||||
Balance | $ 172,479 | $ 172,479 | ||||||
[1] | Financial information has been recast to include the financial position and results attributable to the DBJV system. See Note 1 and Note 2. | |||||||
[2] | Income earned from equity investments is classified as affiliate. See Note 1. | |||||||
[3] | Represents amounts earned or incurred on and subsequent to the date of acquisition of the Partnership assets, as well as amounts earned or incurred by Anadarko on a historical basis related to the Partnership assets prior to the acquisition of such assets, recognized under gathering, treating or processing agreements, and purchase and sale agreements. See Adjustments to Previously Issued Financial Statements in Note 1. | |||||||
[4] | Financial information has been recast to include the financial position and results attributable to the DBJV system. See Note 1 and Note 2. | |||||||
[5] | Income earned on, distributions from and contributions to equity investments are classified as affiliate. See Note 1. | |||||||
[6] | Distributions in excess of cumulative earnings, classified as investing cash flows in the consolidated statements of cash flows, is calculated on an individual investment basis. |
Components of Working Capital -
Components of Working Capital - Other Current Assets Table (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | ||
Other Current Assets [Line Items] | ||||
Natural gas liquids inventory | $ 6,486 | $ 5,316 | ||
Natural gas imbalance receivables | 177 | 415 | ||
Prepaid insurance | 2,591 | 2,443 | ||
Other | 2,145 | 1,893 | ||
Total other current assets | [1] | $ 11,399 | $ 10,067 | [2] |
[1] | Other current assets includes natural gas imbalance receivables from affiliates of zero and $0.2 million as of September 30, 2015, and December 31, 2014, respectively. | |||
[2] | Financial information has been recast to include the financial position and results attributable to the DBJV system. See Note 1 and Note 2. |
Components of Working Capital55
Components of Working Capital - Accrued Liabilities Table (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | |
Accrued Liabilities [Line Items] | |||
Accrued interest expense | $ 34,169 | $ 24,741 | |
Short-term asset retirement obligations | 4,335 | 1,224 | |
Short-term remediation and reclamation obligations | 475 | 475 | |
Income taxes payable | 468 | 207 | |
Total accrued liabilities | 138,579 | 170,789 | [1] |
Accrued Capital Expenditures [Member] | |||
Accrued Liabilities [Line Items] | |||
Other accrued liabilities | 70,118 | 128,856 | |
Accrued Plant Purchases [Member] | |||
Accrued Liabilities [Line Items] | |||
Other accrued liabilities | 26,068 | 14,023 | |
Other Accrued Liabilities [Member] | |||
Accrued Liabilities [Line Items] | |||
Other accrued liabilities | $ 2,946 | $ 1,263 | |
[1] | Financial information has been recast to include the financial position and results attributable to the DBJV system. See Note 1 and Note 2. |
Debt and Interest Expense - Deb
Debt and Interest Expense - Debt Outstanding Table (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 | ||
Debt Instrument [Line Items] | ||||
Total long-term debt principal | $ 2,600,000,000 | $ 2,430,000,000 | ||
Carrying value | 2,587,189,000 | 2,422,954,000 | [1] | |
Market approach valuation technique [Member] | Level 2 inputs [Member] | ||||
Debt Instrument [Line Items] | ||||
Fair value | [2] | 2,550,312,000 | 2,511,253,000 | |
Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal | 180,000,000 | 510,000,000 | ||
Carrying value | 180,000,000 | 510,000,000 | ||
Revolving Credit Facility [Member] | Market approach valuation technique [Member] | Level 2 inputs [Member] | ||||
Debt Instrument [Line Items] | ||||
Fair value | [2] | 180,000,000 | 510,000,000 | |
Senior Notes [Member] | 5.375% Senior Notes due 2021 [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal | 500,000,000 | 500,000,000 | ||
Carrying value | 496,139,000 | 495,714,000 | ||
Senior Notes [Member] | 5.375% Senior Notes due 2021 [Member] | Market approach valuation technique [Member] | Level 2 inputs [Member] | ||||
Debt Instrument [Line Items] | ||||
Fair value | [2] | 534,860,000 | 549,530,000 | |
Senior Notes [Member] | 4.000% Senior Notes due 2022 [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal | 670,000,000 | 670,000,000 | ||
Carrying value | 672,662,000 | 672,930,000 | ||
Senior Notes [Member] | 4.000% Senior Notes due 2022 [Member] | Market approach valuation technique [Member] | Level 2 inputs [Member] | ||||
Debt Instrument [Line Items] | ||||
Fair value | [2] | 654,858,000 | 681,942,000 | |
Senior Notes [Member] | 2.600% Senior Notes due 2018 [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal | 350,000,000 | 350,000,000 | ||
Carrying value | 350,380,000 | 350,474,000 | ||
Senior Notes [Member] | 2.600% Senior Notes due 2018 [Member] | Market approach valuation technique [Member] | Level 2 inputs [Member] | ||||
Debt Instrument [Line Items] | ||||
Fair value | [2] | 350,151,000 | 352,162,000 | |
Senior Notes [Member] | 5.450% Senior Notes due 2044 [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal | 400,000,000 | 400,000,000 | ||
Carrying value | 393,901,000 | 393,836,000 | ||
Senior Notes [Member] | 5.450% Senior Notes due 2044 [Member] | Market approach valuation technique [Member] | Level 2 inputs [Member] | ||||
Debt Instrument [Line Items] | ||||
Fair value | [2] | 365,196,000 | 417,619,000 | |
Senior Notes [Member] | 3.950% Senior Notes due 2025 [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal | 500,000,000 | 0 | ||
Carrying value | 494,107,000 | 0 | ||
Senior Notes [Member] | 3.950% Senior Notes due 2025 [Member] | Market approach valuation technique [Member] | Level 2 inputs [Member] | ||||
Debt Instrument [Line Items] | ||||
Fair value | [2] | $ 465,247,000 | $ 0 | |
[1] | Financial information has been recast to include the financial position and results attributable to the DBJV system. See Note 1 and Note 2. | |||
[2] | Fair value is measured using the market approach and Level 2 inputs. |
Debt and Interest Expense - D57
Debt and Interest Expense - Debt Activity Table (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015USD ($) | ||
Debt Instrument [Line Items] | ||
Beginning balance | $ 2,422,954 | [1] |
Other | (5,765) | |
Ending balance | 2,587,189 | |
Senior Notes [Member] | 3.950% Senior Notes due 2025 [Member] | ||
Debt Instrument [Line Items] | ||
Beginning balance | 0 | |
Issuance of Senior Notes | 500,000 | |
Ending balance | 494,107 | |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Beginning balance | 510,000 | |
Borrowings | 280,000 | |
Repayments | (610,000) | |
Ending balance | $ 180,000 | |
[1] | Financial information has been recast to include the financial position and results attributable to the DBJV system. See Note 1 and Note 2. |
Debt and Interest Expense - Int
Debt and Interest Expense - Interest Expense Table (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||||
Debt Instrument [Line Items] | |||||||
Interest expense | [1] | $ 31,773 | $ 20,878 | [2] | $ 82,337 | $ 55,703 | [2] |
Third Parties [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | 26,972 | 21,671 | 75,047 | 59,251 | |||
Amortization of debt issuance costs and commitment fees | 1,530 | 1,107 | 4,196 | 3,799 | |||
Capitalized interest | (1,039) | (1,900) | (6,826) | (7,347) | |||
Interest expense | 27,463 | 20,878 | 72,417 | 55,703 | |||
Affiliates [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest expense | [3] | 4,310 | 0 | 9,920 | 0 | ||
Affiliates [Member] | Deferred Purchase Price Obligation - Anadarko [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest expense, related party | [4] | $ 4,310 | $ 0 | $ 9,920 | $ 0 | ||
[1] | Includes affiliate (as defined in Note 1) interest expense of $4.3 million and $9.9 million for the three and nine months ended September 30, 2015, respectively, and zero for each of the three and nine months ended September 30, 2014. See Note 2 and Note 9. | ||||||
[2] | Financial information has been recast to include the financial position and results attributable to the DBJV system. See Note 1 and Note 2. | ||||||
[3] | For the three and nine months ended September 30, 2015, includes accretion expense recognized on the Deferred purchase price obligation - Anadarko for the acquisition of DBJV (see Note 2 and Note 9). | ||||||
[4] | See Note 2 for a discussion of the accretion and present value of the Deferred purchase price obligation - Anadarko. |
Debt and Interest Expense - Add
Debt and Interest Expense - Additional Information (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2015 | |
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Facility, interest rate at period end | 1.49% | 1.46% | |
Facility, fee rate | 0.20% | 0.20% | |
Facility, outstanding borrowings | $ 180,000,000 | ||
Outstanding letters of credit | 12,800,000 | ||
Facility, available borrowing capacity | $ 1,000,000,000 | ||
Facility, expiration date | Feb. 26, 2019 | ||
Senior Notes [Member] | 5.375% Senior Notes due 2021 [Member] | |||
Debt Instrument [Line Items] | |||
Fixed interest rate | 5.375% | ||
Debt instrument, maturity date | Jun. 1, 2021 | ||
Senior Notes [Member] | 4.000% Senior Notes due 2022 [Member] | |||
Debt Instrument [Line Items] | |||
Fixed interest rate | 4.00% | ||
Debt instrument, maturity date | Jul. 1, 2022 | ||
Senior Notes [Member] | 2.600% Senior Notes due 2018 [Member] | |||
Debt Instrument [Line Items] | |||
Fixed interest rate | 2.60% | ||
Debt instrument, maturity date | Aug. 15, 2018 | ||
Senior Notes [Member] | 5.450% Senior Notes due 2044 [Member] | |||
Debt Instrument [Line Items] | |||
Fixed interest rate | 5.45% | ||
Debt instrument, maturity date | Apr. 1, 2044 | ||
Senior Notes [Member] | 3.950% Senior Notes due 2025 [Member] | |||
Debt Instrument [Line Items] | |||
Fixed interest rate | 3.95% | ||
Offering percent | 98.789% | ||
Effective interest rate | 4.205% | ||
Underwriting discount | $ 3,300,000 | ||
Debt instrument, maturity date | Jun. 1, 2025 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Committed capital | $ 42 | $ 42 | ||
Rent expense associated with office, warehouse and equipment leases | $ 4.9 | $ 2.4 | $ 13.6 | $ 6.8 |