Related Party Transactions | Related Party Transactions The Partnership and OpCo regularly enter into related party transactions with Westlake. See below for a description of transactions with related parties. Sales to Related Parties OpCo sells ethylene to Westlake under the Ethylene Sales Agreement. Additionally, the Partnership and OpCo from time to time provide other services or products for which it charges Westlake a fee. Sales to related parties were as follows: Year Ended December 31, 2022 2021 2020 Net sales—Westlake $ 1,342,910 $ 1,026,586 $ 888,245 Based on OpCo's 2022 production, the Partnership recognized buyer deficiency fees of $23,835 during the year ended December 31, 2022. The buyer deficiency fee is measured periodically based upon the lower of the actual production deficiency at period end or the estimated annual production deficiency based upon OpCo's annual anticipated production. These periodic estimates are updated at the end of the year based on actual annual production. The buyer deficiency fees are classified as a component of net sales—Westlake. The buyer deficiency fee was received by the Partnership in January 2023. OpCo declared force majeure events in 2021 related to the flash fire at the Petro 2 facility, OpCo's Petro 1 facility outage, and due to the severe winter storm. As a result of these force majeure events in 2021, the Partnership recognized revenue for a buyer deficiency fee and Shortfall in 2021 of $51,395 and of $58,906, respectively. The buyer deficiency fee is measured periodically based upon the lower of the actual production deficiency at period end or the estimated annual production deficiency based upon OpCo's annual anticipated production. These periodic estimates are updated at the end of the year based on actual annual production. The buyer deficiency fees and Shortfall are classified as a component of net sales—Westlake. The buyer deficiency fee recognized in 2021 was received by the Partnership in January 2022 and out of the total Shortfall of $58,906 recognized in 2021, $51,713 was received by the Partnership in 2022, $5,010 was received in January 2023 and the remaining amount will be collected in 2023 pursuant to the terms of the Ethylene Sales Agreement. During 2020, the Lake Charles Petro 1 and Petro 2 facilities were impacted by Hurricanes Laura and Delta, which resulted in force majeure events under the Ethylene Sales Agreement. As a result of the force majeure events, the Partnership recognized a buyer deficiency fee of $69,555 as a component of net sales—Westlake in 2020. Payment for the buyer deficiency fee was received by the Partnership in January 2021. Cost of Sales from Related Parties Charges for goods and services purchased by the Partnership and OpCo from Westlake and included in cost of sales relate primarily to feedstock purchased under the Feedstock Supply Agreement and services provided under the Services and Secondment Agreement. Charges from related parties in cost of sales were as follows: Year Ended December 31, 2022 2021 2020 Feedstock purchased from Westlake and included in cost of sales $ 764,123 $ 404,359 $ 255,910 Other charges from Westlake and included in cost of sales 172,761 130,541 103,273 Total $ 936,884 $ 534,900 $ 359,183 Services from Related Parties Included in Selling, General and Administrative Expenses Charges for services purchased by the Partnership from Westlake and included in selling, general and administrative expenses primarily relate to services Westlake performs on behalf of the Partnership under the Omnibus Agreement, including the Partnership's finance, legal, information technology, human resources, communication, ethics and compliance and other administrative functions. Charges from related parties included within selling, general and administrative expenses were as follows: Year Ended December 31, 2022 2021 2020 Services received from Westlake and included in selling, general and $ 26,621 $ 28,577 $ 22,162 Goods and Services from Related Parties Capitalized as Assets Charges for goods and services purchased by the Partnership and OpCo from Westlake which were capitalized as assets relate primarily to the services of Westlake employees under the Services and Secondment Agreement. Charges from related parties for goods and services capitalized as assets were as follows: Year Ended December 31, 2022 2021 2020 Goods and services purchased from Westlake and capitalized as assets $ 2,852 $ 16,318 $ 1,736 Receivable under the Investment Management Agreement On August 1, 2017, the Partnership, OpCo and Westlake executed an investment management agreement (the "Investment Management Agreement") that authorized Westlake to invest the Partnership's and OpCo's excess cash with Westlake for durations of up to a maximum of nine months. Per the terms of the Investment Management Agreement, the Partnership earns a market return plus five basis points and Westlake provides daily availability of the invested cash to meet any liquidity needs of the Partnership or OpCo. Accrued interest of $940 and $71 was included in the receivable under the Investment Management Agreement balance at December 31, 2022 and 2021, respectively. Total interest earned related to the Investment Management Agreement was $1,875, $296 and $932 for the years ended December 31, 2022, 2021 and 2020, respectively. The Partnership's receivable under the Investment Management Agreement was as follows: December 31, 2022 2021 Receivable under the Investment Management Agreement $ 64,996 $ 106,243 Accounts Receivable from Related Parties The Partnership's accounts receivable from Westlake result primarily from ethylene sales to Westlake and any buyer deficiency fee and Shortfall recognized under the Ethylene Sales Agreement. As discussed above under "Sales to Related Parties", the buyer deficiency fee for the year ended December 31, 2022 was received by the Partnership in January 2023. Payment for the buyer deficiency fee recognized during 2021 was received by the Partnership in January 2022, and out of the total Shortfall recognized in 2021, $51,713 was received by the Partnership in 2022, $5,010 was received in January 2023 and the remaining amount will be collected in 2023 pursuant to the terms of the Ethylene Sales Agreement. The Partnership's accounts receivable from Westlake were as follows: December 31, 2022 2021 Accounts receivable—Westlake $ 90,965 $ 142,791 Accounts Payable to Related Parties The Partnership's accounts payable to Westlake result primarily from feedstock purchases under the Feedstock Supply Agreement and services provided under the Services and Secondment Agreement and the Omnibus Agreement. The Partnership's accounts payable to Westlake were as follows: December 31, 2022 2021 Accounts payable—Westlake $ 34,087 $ 10,796 Debt Payable to Related Parties See Note 8 for a description of related party debt payable balances. Interest on related party debt payable balances, net of capitalized interest, for the years ended December 31, 2022, 2021 and 2020 was $13,407, $8,816 and $12,038, respectively, and is reflected as a component of interest expense—Westlake in the consolidated statements of operations. At December 31, 2022 and 2021, accrued interest on related party debt was $4,733 and $2,176, respectively, and is reflected as a component of accrued and other liabilities in the consolidated balance sheets. Debt payable to related parties was as follows: December 31, 2022 2021 Long-term debt payable to Westlake $ 399,674 $ 399,674 Related Party Leases OpCo is obligated to Westlake under various long-term and short-term noncancelable operating leases, primarily related to rail car leases and land. Operating lease rentals paid to Westlake for such leases were $2,624, $3,037 and $3,038 for the years ended December 31, 2022, 2021 and 2020, respectively, and are reflected in other charges from Westlake that are included in cost of sales. OpCo has two site lease agreements with Westlake, each of which has a term of 50 years. Pursuant to the site lease agreements, OpCo pays Westlake one dollar per site per year. Major Customer and Concentration of Credit Risk During the years ended December 31, 2022, 2021 and 2020, Westlake accounted for approximately 84.3%, 84.5% and 91.9%, respectively, of the Partnership's net sales. General During the years ended December 31, 2022, 2021 and 2020, the Partnership reimbursed $243, $186 and $279, respectively, to Westlake for certain state tax payments. Other See Note 10 above for an additional related party transaction. |