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, 2023 2022 2021 Net sales—Westlake $ 1,026,655 $ 1,342,910 $ 1,026,586 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 OpCo's 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 and $7,004 was received in 2023 pursuant to the terms of the Ethylene Sales Agreement. 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, 2023 2022 2021 Feedstock purchased from Westlake and included in cost of sales $ 398,700 $ 764,123 $ 404,359 Other charges from Westlake and included in cost of sales 123,039 172,761 130,541 Total $ 521,739 $ 936,884 $ 534,900 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, 2023 2022 2021 Services received from Westlake and included in selling, general and $ 27,085 $ 26,621 $ 28,577 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, 2023 2022 2021 Goods and services purchased from Westlake and capitalized as assets $ 3,660 $ 2,852 $ 16,318 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 $1,272 and $940 was included in the receivable under the Investment Management Agreement balance at December 31, 2023 and 2022, respectively. Total interest earned related to the Investment Management Agreement was $4,424, $1,875 and $296 for the years ended December 31, 2023, 2022 and 2021, respectively. The Partnership's receivable under the Investment Management Agreement was as follows: December 31, 2023 2022 Receivable under the Investment Management Agreement $ 94,444 $ 64,996 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. Further, out of the total Shortfall recognized in 2021, $7,193 remained to be collected by the Partnership as of December 31, 2022. Of this amount, $7,004 was received during the year ended December 31, 2023 pursuant to the terms of the Ethylene Sales Agreement. The Partnership's accounts receivable from Westlake were as follows: December 31, 2023 2022 Accounts receivable—Westlake $ 49,565 $ 90,965 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, 2023 2022 Accounts payable—Westlake $ 15,166 $ 34,087 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, 2023, 2022 and 2021 was $26,501, $13,407 and $8,816, respectively. Interest on related party debt payable is presented as interest expense—Westlake in the consolidated statements of operations. At December 31, 2023 and 2022, accrued interest on related party debt was $6,675 and $4,733, 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, 2023 2022 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 cars and land. Operating lease rentals paid to Westlake for such leases were $1,869, $2,624 and $3,037 for the years ended December 31, 2023, 2022 and 2021, 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, 2023, 2022 and 2021, Westlake accounted for approximately 86.2%, 84.3% and 84.5%, respectively, of the Partnership's net sales. General During the years ended December 31, 2023, 2022 and 2021, the Partnership reimbursed $347, $243 and $186, respectively, to Westlake for certain state tax payments. Other See Note 10 above for an additional related party transaction. |