Notes to Consolidated Financial Statements
September 30, 2019
(Unaudited)
(1) General
In this report, the terms “Company” or “Registrant,” as well as the terms “ENLC,” “our,” “we,” “us,” or like terms, are sometimes used as abbreviated references to EnLink Midstream, LLC itself or EnLink Midstream, LLC together with its consolidated subsidiaries, including ENLK and its consolidated subsidiaries. References in this report to “EnLink Midstream Partners, LP,” the “Partnership,” “ENLK,” or like terms refer to EnLink Midstream Partners, LP itself or EnLink Midstream Partners, LP together with its consolidated subsidiaries, including the Operating Partnership and EOGP.
Please read the notes to the consolidated financial statements in conjunction with the Definitions page set forth in this report prior to Part I—Financial Information.
a.Organization of Business
EnLink Midstream, LLC is a publicly traded Delaware limited liability company formed in October 2013. The Company’s common units are traded on the New York Stock Exchange under the symbol “ENLC.”
Transfer of EOGP Interest
On January 31, 2019, ENLC transferred its 16.1% limited partner interest in EOGP to the Operating Partnership in exchange for 55,827,221 ENLK common units, resulting in the Operating Partnership owning 100% of the limited partner interests in EOGP.
Simplification of the Corporate Structure
On October 21, 2018, ENLK, ENLC, the General Partner, the managing member of ENLC, and NOLA Merger Sub entered into the Merger Agreement pursuant to which, on January 25, 2019, NOLA Merger Sub merged with and into ENLK, with ENLK continuing as the surviving entity and as a subsidiary of ENLC. As a result of the Merger:
•Each issued and outstanding ENLK common unit (except for ENLK common units held by ENLC and its subsidiaries) was converted into 1.15 ENLC common units, which resulted in the issuance of 304,822,035 ENLC common units.
•The General Partner’s incentive distribution rights in ENLK were eliminated.
•The Series B Preferred Units continue to be issued and outstanding, except that certain terms of the Series B Preferred Units have been modified pursuant to an amended partnership agreement of ENLK. See “Note 8—Certain Provisions of the Partnership Agreement” for additional information regarding the modified terms of the Series B Preferred Units.
•ENLC issued to Enfield, the current holder of the Series B Preferred Units, for no additional consideration, ENLC Class C Common Units equal to the number of Series B Preferred Units held by Enfield immediately prior to the effective time of the Merger, in order to provide Enfield with certain voting rights with respect to ENLC. For each additional Series B Preferred Unit issued by ENLK in quarterly in-kind distributions, ENLC will issue an additional ENLC Class C Common Unit to the applicable holder of such Series B Preferred Unit. In addition, for each Series B Preferred Unit that is exchanged into an ENLC common unit, an ENLC Class C Common Unit will be canceled.
•The Series C Preferred Units and all of ENLK’s then-existing senior notes continue to be issued and outstanding following the Merger.
•Each unit-based award issued and outstanding immediately prior to the effective time of the Merger under the GP Plan has been converted into an award with respect to ENLC common units with substantially similar terms as were in effect immediately prior to the effective time.
ENLINK MIDSTREAM, LLC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
•Each unit-based award with performance-based vesting conditions issued and outstanding immediately prior to the effective time of the Merger under the GP Plan and the 2014 Plan has been modified such that the performance metric for such award relates (on a weighted average basis) to (i) the combined performance of ENLC and ENLK for periods preceding the effective time of the Merger and (ii) the performance of ENLC for periods on and after the effective time of the Merger.
•ENLC assumed the outstanding debt under the Term Loan and ENLK became a guarantor thereof. See “Note 6—Long-Term Debt” for additional information regarding the Term Loan.
•We refinanced our existing revolving credit facilities at ENLK and ENLC. In connection with the Merger, we entered into the Consolidated Credit Facility, with respect to which ENLK is a guarantor. See “Note 6—Long-Term Debt” for additional information regarding the Consolidated Credit Facility.
•We were required to allocate the goodwill in our Corporate reporting unit previously associated with the incentive distribution rights in ENLK granted to the General Partner which were created at the formation of ENLC in 2014, to the Permian, North Texas, Oklahoma, and Louisiana reporting units. See “Note 3—Goodwill and Intangible Assets” for more information on this transaction.
•We reduced our DTL by $399.0 million related to ENLC’s step-up in basis of ENLK’s underlying assets with the offsetting credit in members’ equity. See “Note 7—Income Taxes” for more information on the DTA.
b.Nature of Business
We primarily focus on providing midstream energy services, including:
•gathering, compressing, treating, processing, transporting, storing, and selling natural gas;
•fractionating, transporting, storing, and selling NGLs; and
•gathering, transporting, stabilizing, storing, trans-loading, and selling crude oil and condensate, in addition to brine disposal services.
Our natural gas business includes connecting the wells of producers in our market areas to our gathering systems. Our gathering systems consist of networks of pipelines that collect natural gas from points at or near producing wells and transport it to our processing plants or to larger pipelines for further transmission. We operate processing plants that remove NGLs from the natural gas stream that is transported to the processing plants by our own gathering systems or by third-party pipelines. In conjunction with our gathering and processing business, we may purchase natural gas and NGLs from producers and other supply sources and sell that natural gas or NGLs to utilities, industrial consumers, marketers, and pipelines. Our transmission pipelines receive natural gas from our gathering systems and from third-party gathering and transmission systems and deliver natural gas to industrial end-users, utilities, and other pipelines.
Our fractionators separate NGLs into separate purity products, including ethane, propane, iso-butane, normal butane, and natural gasoline. Our fractionators receive NGLs primarily through our transmission lines that transport NGLs from east Texas and from our south Louisiana processing plants. Our fractionators also have the capability to receive NGLs by truck or rail terminals. We also have agreements pursuant to which third parties transport NGLs from our west Texas and central Oklahoma operations to our NGL transmission lines that then transport the NGLs to our fractionators. In addition, we have NGL storage capacity to provide storage for customers.
Our crude oil and condensate business includes the gathering and transmission of crude oil and condensate via pipelines, barges, rail, and trucks, in addition to condensate stabilization and brine disposal. We also purchase crude oil and condensate from producers and other supply sources and sell that crude oil and condensate through our terminal facilities to various markets.
Across our businesses, we primarily earn our fees through various fee-based contractual arrangements, which include stated fee-only contract arrangements or arrangements with fee-based components where we purchase and resell commodities in connection with providing the related service and earn a net margin as our fee. We earn our net margin under our purchase and resell contract arrangements primarily as a result of stated service-related fees that are deducted from the price of the commodities purchased. While our transactions vary in form, the essential element of most of our transactions is the use of our assets to transport a product or provide a processed product to an end-user or marketer at the tailgate of the plant, pipeline, or barge, truck, or rail terminal.
ENLINK MIDSTREAM, LLC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
(2) Significant Accounting Policies
a.Basis of Presentation
The accompanying consolidated financial statements are prepared in accordance with the instructions to Form 10-Q, are unaudited, and do not include all the information and disclosures required by GAAP for complete financial statements. All adjustments that, in the opinion of management, are necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim periods are not necessarily indicative of results of operations for a full year. These consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2018. Certain reclassifications were made to the financial statements for the prior period to conform to current period presentation. The effect of these reclassifications had no impact on previously reported members’ equity or net income (loss). All significant intercompany balances and transactions have been eliminated in consolidation.
b.Revenue Recognition
Minimum Volume Commitments and Firm Transportation Contracts
Certain of our gathering and processing agreements provide for quarterly or annual MVCs. Under these agreements, our customers or suppliers agree to ship and/or process a minimum volume of product on our systems over an agreed time period. If a customer or supplier under such an agreement fails to meet its MVC for a specified period, the customer is obligated to pay a contractually-determined fee based upon the shortfall between actual product volumes and the MVC for that period. Some of these agreements also contain make-up right provisions that allow a customer or supplier to utilize gathering or processing fees in excess of the MVC in subsequent periods to offset shortfall amounts in previous periods. We record revenue under MVC contracts during periods of shortfall when it is known that the customer cannot, or will not, make up the deficiency in subsequent periods. Deficiency fee revenue is included in midstream services revenue.
For our firm transportation contracts, we transport commodities owned by others for a stated monthly fee for a specified monthly quantity with an additional fee based on actual volumes. We include transportation fees from firm transportation contracts in our midstream services revenue.
The following table summarizes the contractually committed fees that we expect to recognize in our consolidated statements of operations, in either revenue or reductions to cost of sales, from MVC and firm transportation contractual provisions. All amounts in the table below are determined using the contractually-stated MVC or firm transportation volumes specified for each period multiplied by the relevant deficiency or reservation fee. Actual amounts could differ due to the timing of revenue recognition or reductions to cost of sales resulting from make-up right provisions included in our agreements, as well as due to nonpayment or nonperformance by our customers. These fees do not represent the shortfall amounts we expect to collect under our MVC contracts, as we generally do not expect volume shortfalls to equal the full amount of the contractual MVCs during these periods. For example, for the three and nine months ended September 30, 2019, we had contractual commitments of $38.9 million and $113.6 million under our MVC contracts, respectively, and recorded $6.5 million and $14.2 million of revenue due to volume shortfalls, respectively.
|
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|
|
|
|
MVC and Firm Transportation Commitments (1)
|
|
|
2019 (remaining)
|
$
|
58.9
|
|
|
2020
|
259.8
|
|
|
2021
|
108.1
|
|
|
2022
|
94.7
|
|
|
2023
|
85.7
|
|
|
Thereafter
|
237.0
|
|
|
Total
|
$
|
844.2
|
|
____________________________
(1)Amounts do not represent expected shortfall under these commitments.
ENLINK MIDSTREAM, LLC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
c.Secured Term Loan Receivable
In late May 2019, White Star, the counterparty to our $58.0 million second lien secured term loan receivable, filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code. Under the original term loan agreement executed in May 2018, White Star was scheduled to make an installment payment of $19.5 million in April 2019. In November 2018 and again in February 2019, we amended the installment payment terms with the result that the single 2019 installment payment was split into two payments of $9.75 million in May 2019 and $10.75 million in October 2019. White Star defaulted on its May 2019 installment payment prior to filing for reorganization under Chapter 11 of the U.S. Bankruptcy Code. While the outcome of the bankruptcy proceeding is not yet finalized, we do not believe that it is probable that White Star will be able to repay the outstanding amounts owed to us under the second lien secured term loan. As a result, we have recorded a $52.9 million loss in our consolidated statement of operations for the nine months ended September 30, 2019, which represents a full write-down of the second lien secured term loan.
d.Accounting Standards to be Adopted in Future Periods
On August 29, 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”), which amends ASC 350-40, Internal-Use Software (“ASC 350-40”) to address a customer’s accounting for implementation costs incurred in a cloud computing arrangement that is a service contract. ASU 2018-15 aligns the accounting for costs incurred to implement a cloud computing arrangement that is a service arrangement with the guidance on capitalizing costs associated with developing or obtaining internal-use software. Specifically, the ASU amends ASC 350-40 to include in its scope implementation costs of a cloud computing arrangement that is a service contract and clarifies that a customer should apply ASC 350-40 to determine which implementation costs should be capitalized in a cloud computing arrangement that is considered a service contract. We do not believe ASU 2018-15 will have a material impact on our financial statements, except to the extent future costs incurred in a cloud computing arrangement are capitalizable, the corresponding amortization will be included in “Operating expenses” or “General and administrative” in the consolidated statement of operations, rather than “Depreciation and amortization.” We will adopt ASU 2018-15 prospectively effective January 1, 2020.
e.Adopted Accounting Standards
Effective January 1, 2019, we adopted ASC 842, Leases, using the modified retrospective approach whereby we recognized leases on our consolidated balance sheet by recording a right-of-use asset and lease liability. We applied certain practical expedients that were allowed in the adoption of ASC 842, including not reassessing existing contracts for lease arrangements, not reassessing existing lease classification, not recording a right-of-use asset or lease liability for leases of twelve months or less, and not separating lease and non-lease components of a lease arrangement. In connection with the adoption of ASC 842 in January 2019, we recorded a lease liability of $97.6 million, a right-of-use asset of $75.3 million, and a reduction of $22.6 million in other liabilities previously recorded related to lease incentives. For additional information about our adoption of ASC 842, refer to “Note 5—Leases.”
(3) Goodwill and Intangible Assets
Goodwill
In March 2014, at the time of our transactions with Devon that led us to become publicly held, we recorded goodwill in our corporate reporting unit at ENLC that was associated with the General Partner’s incentive distribution rights in ENLK. Prior to the completion of the Merger in January 2019, ENLC’s aggregate fair value of its reporting units was in excess of the consolidated book value of its assets, including all goodwill, which did not result in a goodwill impairment on a consolidated basis. Upon the completion of the Merger, in accordance with ASC 350, Intangibles-Goodwill and Other (“ASC 350”), the portion of goodwill in our corporate reporting unit that was previously associated with the General Partner’s incentive distribution rights in ENLK was required to be reallocated to the four remaining reporting units based on the relative fair value of each of the reporting units. Due to the application of ASC 350, we were required to allocate goodwill to reporting units at which goodwill had previously been impaired due to book value being in excess of fair value. We recognized a $186.5 million goodwill impairment related to our Louisiana segment during the first quarter of 2019. During the third quarter of 2019, we performed an interim impairment test due to a significant decline in our unit price from the first quarter and downward revisions in our estimated future cash flows due to delays in development plans announced by certain of our major customers. For the three months ended September 30, 2019, we determined that no impairments of goodwill were required as of September 30, 2019.
ENLINK MIDSTREAM, LLC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
The table below provides a summary of our change in carrying amount of goodwill by segment (in millions) for the nine months ended September 30, 2019. For the three months ended September 30, 2019 and 2018 and nine months ended September 30, 2018, there were no changes to the carrying amounts of goodwill.
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|
|
|
|
|
|
|
|
|
|
|
Permian
|
|
North Texas
|
|
Oklahoma
|
|
Louisiana
|
|
Corporate
|
|
Totals
|
|
Nine Months Ended September 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, beginning of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
190.3
|
|
|
$
|
—
|
|
|
$
|
1,119.9
|
|
|
$
|
1,310.2
|
|
|
Goodwill allocation
|
184.6
|
|
|
125.7
|
|
|
623.1
|
|
|
186.5
|
|
|
(1,119.9)
|
|
|
—
|
|
|
Impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
(186.5)
|
|
|
—
|
|
|
(186.5)
|
|
|
Balance, end of period
|
$
|
184.6
|
|
|
$
|
125.7
|
|
|
$
|
813.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,123.7
|
|
Intangible Assets
Intangible assets associated with customer relationships are amortized on a straight-line basis over the expected period of benefits of the customer relationships, which range from 5 to 20 years.
The following table represents our change in carrying value of intangible assets (in millions):
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|
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|
|
|
|
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Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Nine Months Ended September 30, 2019
|
|
|
|
|
|
|
Customer relationships, beginning of period
|
$
|
1,795.8
|
|
|
$
|
(422.2)
|
|
|
$
|
1,373.6
|
|
|
|
|
|
|
|
|
|
Amortization expense
|
—
|
|
|
(92.8)
|
|
|
(92.8)
|
|
|
Customer relationships, end of period
|
$
|
1,795.8
|
|
|
$
|
(515.0)
|
|
|
$
|
1,280.8
|
|
The weighted average amortization period is 15.0 years. Amortization expense was $30.9 million for each of the three months ended September 30, 2019 and 2018, and $92.8 million and $92.6 million for the nine months ended September 30, 2019 and 2018, respectively.
The following table summarizes our estimated aggregate amortization expense for the next five years and thereafter (in millions):
|
|
|
|
|
|
|
|
2019 (remaining)
|
$
|
30.9
|
|
|
2020
|
123.7
|
|
|
2021
|
123.7
|
|
|
2022
|
123.7
|
|
|
2023
|
123.6
|
|
|
Thereafter
|
755.2
|
|
|
|
|
|
Total
|
$
|
1,280.8
|
|
(4) Related Party Transactions
a.Transactions with ENLK
Simplification of the Corporate Structure. On October 21, 2018, ENLK, ENLC, the General Partner, the managing member of ENLC, and NOLA Merger Sub entered into the Merger Agreement pursuant to which, on January 25, 2019, NOLA Merger Sub merged with and into ENLK, with ENLK continuing as the surviving entity and as a subsidiary of ENLC. See “Note 1—General” for more information on this transaction.
Transfer of EOGP Interest. On January 31, 2019, ENLC transferred its 16.1% limited partner interest in EOGP to the Operating Partnership in exchange for 55,827,221 ENLK common units, resulting in the Operating Partnership owning 100% of the limited partner interests in EOGP.
ENLINK MIDSTREAM, LLC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
b.Transactions with Devon
On July 18, 2018, subsidiaries of Devon sold all of their equity interests in ENLK, ENLC, and the managing member of ENLC to GIP for aggregate consideration of $3.125 billion. Accordingly, Devon is no longer an affiliate of ENLK or ENLC. The sale did not affect our commercial arrangements with Devon, except that Devon agreed to extend through 2029 certain existing fixed-fee gathering and processing contracts related to the Bridgeport plant in north Texas and the Cana plant in Oklahoma. Prior to July 18, 2018, revenues from transactions with Devon are included in “Product sales—related parties” or “Midstream services—related parties” in the consolidated statement of operations. Revenues from transactions with Devon after July 18, 2018 are included in “Product sales” or “Midstream services” in the consolidated statement of operations.
For the three and nine months ended September 30, 2018, related party revenues from Devon accounted for 2.0% and 7.3%, respectively, of our revenues.
c.Transactions with Cedar Cove JV
For the three and nine months ended September 30, 2019, we recorded cost of sales of $4.1 million and $18.0 million, respectively, and for the three and nine months ended September 30, 2018, we recorded cost of sales of $11.3 million and $33.8 million, respectively, related to our purchase of residue gas and NGLs from the Cedar Cove JV subsequent to processing at our central Oklahoma processing facilities. We had no accounts receivable balances related to transactions with the Cedar Cove JV at September 30, 2019 and $0.7 million at December 31, 2018. Additionally, we had accounts payable balances related to transactions with the Cedar Cove JV of $3.6 million and $4.3 million at September 30, 2019 and December 31, 2018, respectively.
Management believes the foregoing transactions with related parties were executed on terms that are fair and reasonable to us. The amounts related to related party transactions are specified in the accompanying consolidated financial statements.
(5) Leases
Effective with the adoption of ASC 842 in January 2019, we evaluate new contracts at inception to determine if the contract conveys the right to control the use of an identified asset for a period of time in exchange for periodic payments. A lease exists if we obtain substantially all of the economic benefits of an asset, and we have the right to direct the use of that asset. When a lease exists, we record a right-of-use asset that represents our right to use the asset over the lease term and a lease liability that represents our obligation to make payments over the lease term. Lease liabilities are recorded at the sum of future lease payments discounted by the collateralized rate we could obtain to lease a similar asset over a similar period, and right-of-use assets are recorded equal to the corresponding lease liability, plus any prepaid or direct costs incurred to enter the lease, less the cost of any incentives received from the lessor. The majority of our leases are for the following types of assets:
•Office space. Our primary offices are in Dallas, Houston, and Midland, with smaller offices in other locations near our assets. Our office leases are long-term in nature and represent $61.3 million of our lease liability and $40.6 million of our right-of-use asset as of September 30, 2019. These office leases typically include variable lease costs related to utility expenses, which are determined based on our pro-rata share of the building expenses each month and expensed as incurred.
•Compression and other field equipment. We pay third parties to provide compressors or other field equipment for our assets. Under these agreements, a third party installs and operates compressor units based on specifications set by us to meet our compression needs at specific locations. While the third party determines which compressors to install and operates and maintains the units, we have the right to control the use of the compressors and are the sole economic beneficiary of the identified assets. These agreements are typically for an initial term of one to three years but will automatically renew from month to month until canceled by us or the lessor. Compression and other field equipment rentals represent $26.4 million of our lease liability and $26.3 million of our right-of-use asset as of September 30, 2019. Under certain agreements, we may incur variable lease costs related to incidental services provided by the equipment lessor, which are expensed as incurred.
•Office equipment. We rent office equipment for a monthly fee. These leases are typically for several years and represent $0.7 million of our lease liability and $0.7 million of our right-of-use asset as of September 30, 2019.
ENLINK MIDSTREAM, LLC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
•Land and land easements. We make periodic payments to lease land or to have access to our assets. Land leases and easements are typically long-term to match the expected useful life of the corresponding asset and represent $15.1 million of our lease liability and $13.0 million of our right-of-use asset as of September 30, 2019.
Lease balances are recorded on the consolidated balance sheets as follows (in millions):
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|
|
September 30, 2019
|
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Operating leases:
|
|
|
|
|
Other assets, net
|
$
|
80.6
|
|
|
|
|
Other current liabilities
|
$
|
21.3
|
|
|
|
|
Other long-term liabilities
|
$
|
82.2
|
|
|
|
|
|
|
|
|
|
Other lease information
|
|
|
|
|
|
|
|
|
|
Weighted-average remaining lease term—Operating leases
|
10.7 years
|
|
|
|
|
|
|
|
|
Weighted-average discount rate—Operating leases
|
5.2
|
%
|
|
|
Certain of our lease agreements have options to extend the lease for a certain period after the expiration of the initial term. We recognize the cost of a lease over the expected total term of the lease, including optional renewal periods that we can reasonably expect to exercise. We do not have material obligations whereby we guarantee a residual value on assets we lease, nor do our lease agreements impose restrictions or covenants that could affect our ability to make distributions.
Lease expense is recognized on the consolidated statements of operations as “Operating expenses” and “General and administrative” depending on the nature of the leased asset. The components of total lease expense are as follows (in millions):
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
|
2019
|
|
|
|
2019
|
|
|
|
Finance lease expense:
|
|
|
|
|
|
|
|
|
Amortization of right-of-use asset
|
$
|
2.2
|
|
|
|
|
$
|
5.2
|
|
|
|
|
Interest on lease liability
|
0.1
|
|
|
|
|
0.1
|
|
|
|
|
Operating lease expense:
|
|
|
|
|
|
|
|
|
Long-term operating lease expense
|
7.2
|
|
|
|
|
21.8
|
|
|
|
|
Short-term lease expense
|
9.5
|
|
|
|
|
25.3
|
|
|
|
|
Variable lease expense
|
1.3
|
|
|
|
|
4.3
|
|
|
|
|
Total lease expense
|
$
|
20.3
|
|
|
|
|
$
|
56.7
|
|
|
|
Other information about our leases is presented below (in millions):
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
|
2019
|
|
|
|
2019
|
|
|
|
Supplemental cash flow information:
|
|
|
|
|
|
|
|
|
Cash payments for finance leases included in cash flows from financing activities
|
$
|
0.4
|
|
|
|
|
$
|
1.2
|
|
|
|
|
Cash payments for operating leases included in cash flows from operating activities
|
$
|
7.2
|
|
|
|
|
$
|
22.6
|
|
|
|
|
Right-of-use assets obtained in exchange for operating lease liabilities
|
$
|
3.2
|
|
|
|
|
$
|
98.4
|
|
|
|
ENLINK MIDSTREAM, LLC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
The following table summarizes the maturity of our lease liability as of September 30, 2019 (in millions):
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|
|
|
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|
Total
|
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2019 (remaining)
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Undiscounted operating lease liability
|
|
$
|
142.7
|
|
|
$
|
6.7
|
|
|
$
|
23.5
|
|
|
$
|
17.1
|
|
|
$
|
10.2
|
|
|
$
|
9.0
|
|
|
$
|
76.2
|
|
|
Reduction due to present value
|
|
(39.2)
|
|
|
(1.3)
|
|
|
(4.5)
|
|
|
(3.8)
|
|
|
(3.4)
|
|
|
(3.1)
|
|
|
(23.1)
|
|
|
Operating lease liability
|
|
103.5
|
|
|
5.4
|
|
|
19.0
|
|
|
13.3
|
|
|
6.8
|
|
|
5.9
|
|
|
53.1
|
|
|
Total lease liability
|
|
$
|
103.5
|
|
|
$
|
5.4
|
|
|
$
|
19.0
|
|
|
$
|
13.3
|
|
|
$
|
6.8
|
|
|
$
|
5.9
|
|
|
$
|
53.1
|
|
ENLINK MIDSTREAM, LLC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
(6) Long-Term Debt
As of September 30, 2019 and December 31, 2018, long-term debt consisted of the following (in millions):
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|
|
|
|
|
|
|
|
|
|
September 30, 2019
|
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|
|
|
|
December 31, 2018
|
|
|
|
|
|
|
Outstanding Principal
|
|
Premium (Discount)
|
|
Long-Term Debt
|
|
Outstanding Principal
|
|
Premium (Discount)
|
|
Long-Term Debt
|
|
ENLC Credit Facility, due 2019 (1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
111.4
|
|
|
$
|
—
|
|
|
$
|
111.4
|
|
|
Consolidated Credit Facility due 2024 (2)
|
275.0
|
|
|
—
|
|
|
275.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Term Loan due 2021 (3)
|
850.0
|
|
|
—
|
|
|
850.0
|
|
|
850.0
|
|
|
—
|
|
|
850.0
|
|
|
ENLK’s 2.70% Senior unsecured notes due 2019 (4)
|
—
|
|
|
—
|
|
|
—
|
|
|
400.0
|
|
|
—
|
|
|
400.0
|
|
|
ENLK’s 4.40% Senior unsecured notes due 2024
|
550.0
|
|
|
1.6
|
|
|
551.6
|
|
|
550.0
|
|
|
1.8
|
|
|
551.8
|
|
|
ENLK’s 4.15% Senior unsecured notes due 2025
|
750.0
|
|
|
(0.7)
|
|
|
749.3
|
|
|
750.0
|
|
|
(0.9)
|
|
|
749.1
|
|
|
ENLK’s 4.85% Senior unsecured notes due 2026
|
500.0
|
|
|
(0.5)
|
|
|
499.5
|
|
|
500.0
|
|
|
(0.5)
|
|
|
499.5
|
|
|
ENLC’s 5.375% Senior unsecured notes due 2029
|
500.0
|
|
|
—
|
|
|
500.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
ENLK’s 5.60% Senior unsecured notes due 2044
|
350.0
|
|
|
(0.2)
|
|
|
349.8
|
|
|
350.0
|
|
|
(0.2)
|
|
|
349.8
|
|
|
ENLK’s 5.05% Senior unsecured notes due 2045
|
450.0
|
|
|
(6.0)
|
|
|
444.0
|
|
|
450.0
|
|
|
(6.2)
|
|
|
443.8
|
|
|
ENLK’s 5.45% Senior unsecured notes due 2047
|
500.0
|
|
|
(0.1)
|
|
|
499.9
|
|
|
500.0
|
|
|
(0.1)
|
|
|
499.9
|
|
|
Debt classified as long-term, including current maturities of long-term debt
|
$
|
4,725.0
|
|
|
$
|
(5.9)
|
|
|
4,719.1
|
|
|
$
|
4,461.4
|
|
|
$
|
(6.1)
|
|
|
4,455.3
|
|
|
Debt issuance cost (5)
|
|
|
|
|
(30.8)
|
|
|
|
|
|
|
(24.5)
|
|
|
Less: Current maturities of long-term debt (4)
|
|
|
|
|
—
|
|
|
|
|
|
|
(399.8)
|
|
|
Long-term debt, net of unamortized issuance cost
|
|
|
|
|
$
|
4,688.3
|
|
|
|
|
|
|
$
|
4,031.0
|
|
____________________________
(1)Bore interest based on Prime and/or LIBOR plus an applicable margin. The effective interest rate was 4.4% at December 31, 2018. In connection with the closing of the Merger, the ENLC Credit Facility was canceled, and all outstanding borrowings were refinanced through borrowings on the Consolidated Credit Facility. Since the borrowings under the ENLC Credit Facility were refinanced with long-term debt, they are classified as “Long-term debt” on the consolidated balance sheet as of December 31, 2018.
(2)Bears interest based on Prime and/or LIBOR plus an applicable margin. The effective interest rate was 3.7% at September 30, 2019.
(3)Bears interest based on Prime and/or LIBOR plus an applicable margin. The effective interest rate was 3.5% and 3.9% at September 30, 2019 and December 31, 2018, respectively.
(4)ENLK’s 2.70% senior unsecured notes matured on April 1, 2019. Therefore, the outstanding principal balance, net of discount and debt issuance costs, is classified as “Current maturities of long-term debt” on the consolidated balance sheet as of December 31, 2018.
(5)Net of amortization of $9.8 million and $16.5 million at September 30, 2019 and December 31, 2018, respectively.
Issuance and Repayment of Senior Unsecured Notes
On April 9, 2019, ENLC issued $500.0 million in aggregate principal amount of ENLC’s 5.375% senior unsecured notes due June 1, 2029 (the “2029 Notes”) at a price to the public of 100% of their face value. Interest payments on the 2029 Notes are payable on June 1 and December 1 of each year, beginning December 1, 2019. The 2029 Notes are fully and unconditionally guaranteed by ENLK. Net proceeds of approximately $496.5 million were used to repay outstanding borrowings under the Consolidated Credit Facility, including borrowings incurred on April 1, 2019 to repay at maturity all of the $400.0 million outstanding aggregate principal amount of ENLK’s 2.70% senior unsecured notes due 2019, and for general limited liability company purposes.
Consolidated Credit Facility
On December 11, 2018, ENLC entered into the Consolidated Credit Facility, which permits ENLC to borrow up to $1.75 billion on a revolving credit basis and includes a $500.0 million letter of credit subfacility. The Consolidated Credit Facility became available for borrowings and letters of credit upon closing of the Merger. In addition, ENLK became a guarantor under the Consolidated Credit Facility upon the closing of the Merger. In the event that ENLC defaults on the Consolidated Credit Facility, ENLK will be liable for the entire outstanding balance ($275.0 million as of September 30, 2019), and 105% of the
ENLINK MIDSTREAM, LLC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
outstanding letters of credit under the Consolidated Credit Facility ($4.0 million as of September 30, 2019). The obligations under the Consolidated Credit Facility are unsecured.
The Consolidated Credit Facility includes provisions for additional financial institutions to become lenders, or for any existing lender to increase its revolving commitment thereunder, subject to an aggregate maximum of $2.25 billion for all commitments under the Consolidated Credit Facility.
The Consolidated Credit Facility will mature on January 25, 2024, unless ENLC requests, and the requisite lenders agree, to extend it pursuant to its terms. The Consolidated Credit Facility contains certain financial, operational, and legal covenants. The financial covenants are tested on a quarterly basis, based on the rolling four-quarter period that ends on the last day of each fiscal quarter. The financial covenants include (i) maintaining a ratio of consolidated EBITDA (as defined in the Consolidated Credit Facility, which term includes projected EBITDA from certain capital expansion projects) to consolidated interest charges of no less than 2.5 to 1.0 at all times prior to the occurrence of an investment grade event (as defined in the Consolidated Credit Facility) and (ii) maintaining a ratio of consolidated indebtedness to consolidated EBITDA of no more than 5.0 to 1.0. If ENLC consummates one or more acquisitions in which the aggregate purchase price is $50.0 million or more, ENLC can elect to increase the maximum allowed ratio of consolidated indebtedness to consolidated EBITDA to 5.5 to 1.0 for the quarter in which the acquisition occurs and the three subsequent quarters.
Borrowings under the Consolidated Credit Facility bear interest at ENLC’s option at the Eurodollar Rate (the LIBOR Rate) plus an applicable margin (ranging from 1.125% to 2.00%) or the Base Rate (the highest of the Federal Funds Rate plus 0.50%, the 30-day Eurodollar Rate plus 1.0% or the administrative agent’s prime rate) plus an applicable margin (ranging from 0.125% to 1.00%). The applicable margins vary depending on ENLC’s debt rating. Upon breach by ENLC of certain covenants governing the Consolidated Credit Facility, amounts outstanding under the Consolidated Credit Facility, if any, may become due and payable immediately.
At September 30, 2019, we were in compliance with and expect to be in compliance with the covenants of the Consolidated Credit Facility for at least the next twelve months.
Term Loan
On December 11, 2018, ENLK entered into the Term Loan with Bank of America, N.A., as Administrative Agent, Bank of Montreal and Royal Bank of Canada, as Co-Syndication Agents, Citibank, N.A. and Wells Fargo Bank, National Association, as Co-Documentation Agents, and the lenders party thereto. On December 11, 2018, ENLK borrowed $850.0 million under the Term Loan and used the net proceeds to repay obligations outstanding under the ENLK Credit Facility. Upon the closing of the Merger, ENLC assumed ENLK’s obligations under the Term Loan, and ENLK became a guarantor of the Term Loan. In the event that ENLC defaults on the Term Loan, the outstanding balance immediately becomes due, and ENLK will be liable for any amount owed on the Term Loan not paid by ENLC. The outstanding balance of the Term Loan was $850.0 million as of September 30, 2019. The obligations under the Term Loan are unsecured.
The Term Loan will mature on December 10, 2021. The Term Loan contains certain financial, operational, and legal covenants. The financial covenants are tested on a quarterly basis, based on the rolling four-quarter period that ends on the last day of each fiscal quarter. The financial covenants include (i) maintaining a ratio of consolidated EBITDA (as defined in the Term Loan, which term includes projected EBITDA from certain capital expansion projects) to consolidated interest charges of no less than 2.5 to 1.0 at all times prior to the occurrence of an investment grade event (as defined in the Term Loan) and (ii) maintaining a ratio of consolidated indebtedness to consolidated EBITDA of no more than 5.0 to 1.0. If ENLC consummates one or more acquisitions in which the aggregate purchase price is $50.0 million or more, ENLC can elect to increase the maximum allowed ratio of consolidated indebtedness to consolidated EBITDA to 5.5 to 1.0 for the quarter in which the acquisition occurs and the three subsequent quarters.
Borrowings under the Term Loan bear interest at ENLC’s option at the Eurodollar Rate (the LIBOR Rate) plus an applicable margin (ranging from 1.0% to 1.75%) or the Base Rate (the highest of the Federal Funds Rate plus 0.5%, the 30-day Eurodollar Rate plus 1.0% or the administrative agent’s prime rate) plus an applicable margin (ranging from 0.0% to 0.75%). The applicable margins vary depending on ENLC’s debt rating. Upon breach by ENLC of certain covenants included in the Term Loan, amounts outstanding under the Term Loan may become due and payable immediately.
At September 30, 2019, we were in compliance with and expect to be in compliance with the covenants of the Term Loan for at least the next twelve months.
ENLINK MIDSTREAM, LLC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
(7) Income Taxes
The components of our income tax expense are as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
|
|
Nine Months Ended
September 30,
|
|
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
Current income tax expense
|
|
$
|
(0.7)
|
|
|
$
|
(1.0)
|
|
|
$
|
(2.0)
|
|
|
$
|
(1.9)
|
|
|
Deferred income tax expense
|
(5.6)
|
|
|
(3.0)
|
|
|
(0.7)
|
|
|
(15.4)
|
|
|
Income tax expense
|
$
|
(6.3)
|
|
|
$
|
(4.0)
|
|
|
$
|
(2.7)
|
|
|
$
|
(17.3)
|
|
The following schedule reconciles total income tax expense and the amount calculated by applying the statutory U.S. federal tax rate to income (loss) before income taxes (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
|
|
Nine Months Ended
September 30,
|
|
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
Expected income tax benefit (expense) based on federal statutory rate
|
$
|
(3.8)
|
|
|
$
|
(2.4)
|
|
|
$
|
37.4
|
|
|
$
|
(13.7)
|
|
|
State income tax benefit (expense), net of federal benefit
|
(0.7)
|
|
|
(1.0)
|
|
|
3.6
|
|
|
(2.7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-deductible expense related to asset impairment
|
—
|
|
|
—
|
|
|
(43.8)
|
|
|
—
|
|
|
Other
|
(1.8)
|
|
|
(0.6)
|
|
|
0.1
|
|
|
(0.9)
|
|
|
Income tax expense
|
$
|
(6.3)
|
|
|
$
|
(4.0)
|
|
|
$
|
(2.7)
|
|
|
$
|
(17.3)
|
|
Deferred Tax Assets and Liabilities
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The DTAs, net of DTLs, are included in “Other assets, net” in the consolidated balance sheets. As of September 30, 2019, we had $39.2 million of DTAs, net of $111.9 million of DTLs. As of December 31, 2018, we had $362.4 million of DTLs, net of $79.6 million of DTAs.
As a result of the Merger, we acquired all issued and outstanding ENLK common units that were not already held by us or our subsidiaries in exchange for the issuance of ENLC common units. See “Note 1—General” for more information regarding this transaction. This was a taxable exchange to our unitholders, and we received a step-up in tax basis of the underlying assets acquired. In accordance with ASC 810, Consolidation, the step-up in our basis reduced our DTL by $399.0 million at the time of the Merger, and the resulting DTA will be realized over the tax-basis depreciable life of the underlying assets.
(8) Certain Provisions of the Partnership Agreement
a.ENLK Series B Preferred Units
Prior to the closing of the Merger, Series B Preferred Unit distributions were payable quarterly in cash at an amount equal to $0.28125 per Series B Preferred Unit (the “Cash Distribution Component”) plus an in-kind distribution equal to the greater of (A) 0.0025 Series B Preferred Units per Series B Preferred Unit and (B) an amount equal to (i) the excess, if any, of the distribution that would have been payable had the Series B Preferred Units converted into ENLK common units over the Cash Distribution Component, divided by (ii) the issue price of $15.00 (the “Issue Price”).
Following the closing of the Merger, and beginning with the quarter ended March 31, 2019, the holder of the Series B Preferred Units is entitled to quarterly cash distributions and distributions in-kind of additional Series B Preferred Units as described below. The quarterly in-kind distribution (the “Series B PIK Distribution”) equals the greater of (A) 0.0025 Series B Preferred Units per Series B Preferred Unit and (B) the number of Series B Preferred Units equal to the quotient of (x) the excess (if any) of (1) the distribution that would have been payable by ENLC had the Series B Preferred Units been exchanged for ENLC common units but applying a one-to-one exchange ratio (subject to certain adjustments) instead of the exchange ratio of 1.15 ENLC common units for each Series B Preferred Unit, subject to certain adjustments (the “Series B Exchange Ratio”), over (2) the Cash Distribution Component, divided by (y) the Issue Price. The quarterly cash distribution consists of the Cash
ENLINK MIDSTREAM, LLC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
Distribution Component plus an amount in cash that will be determined based on a comparison of the value (applying the Issue Price) of (i) the Series B PIK Distribution and (ii) the Series B Preferred Units that would have been distributed in the Series B PIK Distribution if such calculation applied the Series B Exchange Ratio instead of the one-to-one ratio (subject to certain adjustments).
A summary of the distribution activity relating to the Series B Preferred Units during the nine months ended September 30, 2019 and 2018 is provided below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Declaration period
|
|
Distribution paid as additional Series B Preferred Units
|
|
Cash Distribution (in millions)
|
|
Date paid/payable
|
|
2019
|
|
|
|
|
|
|
|
Fourth Quarter of 2018
|
|
425,785
|
|
|
$
|
16.5
|
|
|
February 13, 2019
|
|
First Quarter of 2019
|
|
147,887
|
|
|
$
|
16.7
|
|
|
May 14, 2019
|
|
Second Quarter of 2019
|
|
148,257
|
|
|
$
|
17.1
|
|
|
August 13, 2019
|
|
Third Quarter of 2019
|
|
148,627
|
|
|
$
|
17.1
|
|
|
November 13, 2019
|
|
|
|
|
|
|
|
|
|
2018
|
|
|
|
|
|
|
|
Fourth Quarter of 2017
|
|
413,658
|
|
|
$
|
16.0
|
|
|
February 13, 2018
|
|
First Quarter of 2018
|
|
416,657
|
|
|
$
|
16.2
|
|
|
May 14, 2018
|
|
Second Quarter of 2018
|
|
419,678
|
|
|
$
|
16.3
|
|
|
August 13, 2018
|
|
Third Quarter of 2018
|
|
422,720
|
|
|
$
|
16.4
|
|
|
November 13, 2018
|
b.ENLK Series C Preferred Units
Distributions on the Series C Preferred Units accrue and are cumulative from the date of original issue and payable semi-annually in arrears on the 15th day of June and December of each year through and including December 15, 2022 and, thereafter, quarterly in arrears on the 15th day of March, June, September, and December of each year, in each case, if and when declared by the General Partner out of legally available funds for such purpose. The initial distribution rate for the Series C Preferred Units from and including the date of original issue to, but not including, December 15, 2022 is 6.0% per annum. On and after December 15, 2022, distributions on the Series C Preferred Units will accumulate for each distribution period at a percentage of the $1,000 liquidation preference per unit equal to an annual floating rate of the three-month LIBOR plus a spread of 4.11%. ENLK distributed $12.0 million to holders of Series C Preferred Units for each of the nine months ended September 30, 2019 and 2018.
c.ENLK Common Unit Distributions
A summary of ENLK’s distribution activity relating to the common units for periods prior to the Merger is provided below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Declaration period
|
|
Distribution/unit
|
|
Date paid/payable
|
|
2019
|
|
|
|
|
|
Fourth Quarter of 2018
|
|
$
|
0.39
|
|
|
February 13, 2019
|
|
|
|
|
|
|
|
2018
|
|
|
|
|
|
Fourth Quarter of 2017
|
|
$
|
0.39
|
|
|
February 13, 2018
|
|
First Quarter of 2018
|
|
$
|
0.39
|
|
|
May 14, 2018
|
|
Second Quarter of 2018
|
|
$
|
0.39
|
|
|
August 13, 2018
|
|
Third Quarter of 2018
|
|
$
|
0.39
|
|
|
November 13, 2018
|
ENLINK MIDSTREAM, LLC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
d.Allocation of ENLK Income
Prior to the closing of the Merger and for the three and nine months ended September 30, 2018, net income was allocated to the General Partner in an amount equal to its incentive distribution rights. Prior to the closing of the Merger, ENLK was required to pay the General Partner incentive distributions in the amount of 13.0% of ENLK distributions in excess of $0.25 per unit, 23.0% of ENLK distributions in excess of $0.3125 per unit, and 48.0% of ENLK distributions in excess of $0.375 per unit. The General Partner was not entitled to incentive distributions with respect to (i) distributions on the Series B Preferred Units until such units converted into common units or (ii) the Series C Preferred Units. At the closing of the Merger, the General Partner’s incentive distribution rights in ENLK were eliminated.
For the three and nine months ended September 30, 2018, the General Partner’s share of net income consisted of incentive distribution rights to the extent earned, a deduction for unit-based compensation attributable to ENLC’s restricted units, and the percentage interest of ENLK’s net income adjusted for ENLC’s unit-based compensation specifically allocated to the General Partner. The net income allocated to the General Partner is as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
|
|
Nine Months Ended
September 30,
|
|
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
Income allocation for incentive distributions
|
$
|
—
|
|
|
$
|
15.0
|
|
|
$
|
—
|
|
|
$
|
44.6
|
|
|
Unit-based compensation attributable to ENLC’s restricted and performance units
|
(11.1)
|
|
|
(7.3)
|
|
|
(29.6)
|
|
|
(15.7)
|
|
|
General Partner share of net income
|
0.4
|
|
|
—
|
|
|
0.6
|
|
|
0.6
|
|
|
General Partner interest in EOGP acquisition
|
—
|
|
|
5.6
|
|
|
2.4
|
|
|
22.4
|
|
|
General Partner interest in net income (loss)
|
$
|
(10.7)
|
|
|
$
|
13.3
|
|
|
$
|
(26.6)
|
|
|
$
|
51.9
|
|
(9) Members' Equity
a.Issuance of ENLC Common Units related to the Merger
In connection with the consummation of the Merger, we issued 304,822,035 ENLC common units in exchange for all of the outstanding ENLK common units not previously owned by us.
b.ENLC Equity Distribution Agreement
On February 22, 2019, ENLC entered into the ENLC EDA with the Sales Agents to sell up to $400.0 million in aggregate gross sales of ENLC common units from time to time through an “at the market” equity offering program. Under the ENLC EDA, ENLC may also sell common units to any Sales Agent as principal for the Sales Agent’s own account at a price agreed upon at the time of sale. ENLC has no obligation to sell any ENLC common units under the ENLC EDA and may at any time suspend solicitation and offers under the ENLC EDA. As of November 8, 2019, ENLC has not sold any common units under the ENLC EDA.
ENLINK MIDSTREAM, LLC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
c.Earnings Per Unit and Dilution Computations
As required under ASC 260, Earnings Per Share, unvested share-based payments that entitle employees to receive non-forfeitable distributions are considered participating securities for earnings per unit calculations. The following table reflects the computation of basic and diluted earnings per unit for the periods presented (in millions, except per unit amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
Distributed earnings allocated to:
|
|
|
|
|
|
|
|
|
Common units (1)(2)
|
$
|
138.0
|
|
|
$
|
49.1
|
|
|
$
|
385.2
|
|
|
$
|
145.0
|
|
|
Unvested restricted units (1)(2)
|
1.6
|
|
|
0.9
|
|
|
4.6
|
|
|
2.2
|
|
|
Total distributed earnings
|
$
|
139.6
|
|
|
$
|
50.0
|
|
|
$
|
389.8
|
|
|
$
|
147.2
|
|
|
Undistributed loss allocated to:
|
|
|
|
|
|
|
|
|
Common units
|
$
|
(126.3)
|
|
|
$
|
(41.5)
|
|
|
$
|
(563.6)
|
|
|
$
|
(97.6)
|
|
|
Unvested restricted units
|
(1.5)
|
|
|
(0.8)
|
|
|
(6.8)
|
|
|
(1.5)
|
|
|
Total undistributed loss
|
$
|
(127.8)
|
|
|
$
|
(42.3)
|
|
|
$
|
(570.4)
|
|
|
$
|
(99.1)
|
|
|
Net income (loss) allocated to:
|
|
|
|
|
|
|
|
|
Common units
|
$
|
11.7
|
|
|
$
|
7.6
|
|
|
$
|
(178.4)
|
|
|
$
|
47.4
|
|
|
Unvested restricted units
|
0.1
|
|
|
0.1
|
|
|
(2.2)
|
|
|
0.7
|
|
|
Total net income (loss)
|
$
|
11.8
|
|
|
$
|
7.7
|
|
|
$
|
(180.6)
|
|
|
$
|
48.1
|
|
|
Basic and diluted net income (loss) per unit:
|
|
|
|
|
|
|
|
|
Basic
|
$
|
0.02
|
|
|
$
|
0.04
|
|
|
$
|
(0.40)
|
|
|
$
|
0.27
|
|
|
Diluted
|
$
|
0.02
|
|
|
$
|
0.04
|
|
|
$
|
(0.40)
|
|
|
$
|
0.26
|
|
____________________________
(1)For the three months ended September 30, 2019 and 2018, distributed earnings represent a declared distribution of $0.283 per unit payable on November 13, 2019 and a distribution of $0.271 per unit paid on November 14, 2018, respectively.
(2)For the nine months ended September 30, 2019, distributed earnings included a declared distribution of $0.283 per unit payable on November 13, 2019, $0.283 per unit paid on August 13, 2019, and $0.279 per unit paid on May 14, 2019. For the nine months ended September 30, 2018, distributed earnings included distributions of $0.271 per unit paid on November 14, 2018, $0.267 per unit paid on August 14, 2018, and $0.263 per unit paid on May 15, 2018.
The following are the unit amounts used to compute the basic and diluted earnings per unit for the periods presented (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
Basic weighted average units outstanding:
|
|
|
|
|
|
|
|
|
Weighted average common units outstanding
|
487.4
|
|
|
181.2
|
|
|
455.9
|
|
|
181.1
|
|
|
|
|
|
|
|
|
|
|
|
Diluted weighted average units outstanding:
|
|
|
|
|
|
|
|
|
Weighted average basic common units outstanding
|
487.4
|
|
|
181.2
|
|
|
455.9
|
|
|
181.1
|
|
|
Dilutive effect of non-vested restricted units (1)
|
2.0
|
|
|
1.3
|
|
|
—
|
|
|
1.1
|
|
|
|
|
|
|
|
|
|
|
|
Total weighted average diluted common units outstanding
|
489.4
|
|
|
182.5
|
|
|
455.9
|
|
|
182.2
|
|
___________________________
(1)All common unit equivalents were antidilutive for the nine months ended September 30, 2019 since a net loss existed for that period.
ENLINK MIDSTREAM, LLC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
d.Distributions
A summary of our distribution activity relating to the ENLC common units for the nine months ended September 30, 2019 and 2018, respectively, is provided below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Declaration period
|
|
Distribution/unit
|
|
Date paid/payable
|
|
2019
|
|
|
|
|
|
Fourth Quarter of 2018
|
|
$
|
0.275
|
|
|
February 14, 2019
|
|
First Quarter of 2019
|
|
$
|
0.279
|
|
|
May 14, 2019
|
|
Second Quarter 2019
|
|
$
|
0.283
|
|
|
August 13, 2019
|
|
Third Quarter 2019
|
|
$
|
0.283
|
|
|
November 13, 2019
|
|
|
|
|
|
|
|
2018
|
|
|
|
|
|
Fourth Quarter of 2017
|
|
$
|
0.259
|
|
|
February 14, 2018
|
|
First Quarter of 2018
|
|
$
|
0.263
|
|
|
May 15, 2018
|
|
Second Quarter 2018
|
|
$
|
0.267
|
|
|
August 14, 2018
|
|
Third Quarter 2018
|
|
$
|
0.271
|
|
|
November 14, 2018
|
(10) Investment in Unconsolidated Affiliates
As of September 30, 2019, our unconsolidated investments consisted of a 38.75% ownership in GCF and a 30% ownership in the Cedar Cove JV.
The following table shows the activity related to our investment in unconsolidated affiliates for the periods indicated (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
|
|
Nine Months Ended
September 30,
|
|
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
GCF
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions
|
$
|
5.1
|
|
|
$
|
5.3
|
|
|
$
|
14.7
|
|
|
$
|
16.4
|
|
|
Equity in income
|
$
|
4.4
|
|
|
$
|
4.6
|
|
|
$
|
15.3
|
|
|
$
|
14.0
|
|
|
|
|
|
|
|
|
|
|
|
Cedar Cove JV
|
|
|
|
|
|
|
|
|
Contributions
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
Distributions
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
0.3
|
|
|
Equity in loss
|
$
|
(0.4)
|
|
|
$
|
(0.3)
|
|
|
$
|
(1.3)
|
|
|
$
|
(2.3)
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
Contributions
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
Distributions
|
$
|
5.4
|
|
|
$
|
5.3
|
|
|
$
|
15.5
|
|
|
$
|
16.7
|
|
|
Equity in income
|
$
|
4.0
|
|
|
$
|
4.3
|
|
|
$
|
14.0
|
|
|
$
|
11.7
|
|
The following table shows the balances related to our investment in unconsolidated affiliates as of September 30, 2019 and December 31, 2018 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2019
|
|
December 31, 2018
|
|
GCF
|
$
|
42.5
|
|
|
$
|
41.9
|
|
|
Cedar Cove JV
|
36.1
|
|
|
38.2
|
|
|
Total investment in unconsolidated affiliates
|
$
|
78.6
|
|
|
$
|
80.1
|
|
ENLINK MIDSTREAM, LLC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
(11) Employee Incentive Plans
a.Long-Term Incentive Plans
Prior to the Merger, ENLC and ENLK each had similar unit-based compensation payment plans for officers and employees. ENLC grants unit-based awards under the 2014 Plan, and ENLK granted unit-based awards under the GP Plan. As of the closing of the Merger, (i) ENLC assumed all obligations in respect of the GP Plan and the outstanding awards granted thereunder (the “Legacy ENLK Awards”) and (ii) the Legacy ENLK Awards converted into ENLC unit-based awards using the 1.15 exchange ratio (as defined in the Merger Agreement) as the conversion rate. In addition, as of the closing of the Merger, the performance metric of each Legacy ENLK Award and each then outstanding award under the 2014 Plan with performance-based vesting conditions was modified as discussed in (c) and (e) below. Following the consummation of the Merger, no additional awards will be granted under the GP Plan.
We account for unit-based compensation in accordance with ASC 718, Stock Compensation (“ASC 718”), which requires that compensation related to all unit-based awards be recognized in the consolidated financial statements. Unit-based compensation cost is valued at fair value at the date of grant, and that grant date fair value is recognized as expense over each award’s requisite service period with a corresponding increase to equity or liability based on the terms of each award and the appropriate accounting treatment under ASC 718.
Amounts recognized on the consolidated financial statements with respect to these plans are as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
|
|
Nine Months Ended
September 30,
|
|
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
Cost of unit-based compensation charged to operating expense
|
$
|
2.1
|
|
|
$
|
5.2
|
|
|
$
|
4.5
|
|
|
$
|
9.5
|
|
|
Cost of unit-based compensation charged to general and administrative expense
|
10.0
|
|
|
11.9
|
|
|
26.7
|
|
|
22.3
|
|
|
Total unit-based compensation expense
|
$
|
12.1
|
|
|
$
|
17.1
|
|
|
$
|
31.2
|
|
|
$
|
31.8
|
|
|
Non-controlling interest in unit-based compensation
|
$
|
—
|
|
|
$
|
6.6
|
|
|
$
|
0.5
|
|
|
$
|
12.1
|
|
|
Amount of related income tax expense recognized in net income (loss)
|
$
|
2.8
|
|
|
$
|
2.2
|
|
|
$
|
7.2
|
|
|
$
|
4.1
|
|
ENLINK MIDSTREAM, LLC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
b.EnLink Midstream Partners, LP Restricted Incentive Units
ENLK restricted incentive units were valued at their fair value at the date of grant, which is equal to the market value of ENLK common units on such date. A summary of the restricted incentive unit activity for the nine months ended September 30, 2019 is provided below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30, 2019
|
|
|
|
EnLink Midstream Partners, LP Restricted Incentive Units:
|
|
Number of Units
|
|
Weighted Average Grant-Date Fair Value
|
|
Non-vested, beginning of period
|
|
2,556,270
|
|
|
$
|
14.43
|
|
|
Vested (1)
|
|
(722,853)
|
|
|
10.02
|
|
|
Forfeited
|
|
(4,490)
|
|
|
11.93
|
|
|
Converted to ENLC (2)
|
|
(1,828,927)
|
|
|
16.11
|
|
|
Non-vested, end of period
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
____________________________
(1)Vested units included 249,201 units withheld for payroll taxes paid on behalf of employees.
(2)As a result of the Merger, the Legacy ENLK Awards converted into ENLC unit-based awards using the 1.15 exchange ratio (as defined in the Merger Agreement) as the conversion rate.
A summary of the restricted incentive units’ aggregate intrinsic value (market value at vesting date) and fair value of units vested (market value at date of grant) for the three and nine months ended September 30, 2019 and 2018 is provided below (in millions). Since the Legacy ENLK Awards converted into ENLC unit-based awards as a result of the Merger, no additional restricted incentive units will vest as ENLK units under the GP Plan (such restricted incentive units, as converted, are eligible to vest as ENLC units) and no additional expense will be recognized after January 25, 2019 under the GP Plan.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
EnLink Midstream Partners, LP Restricted Incentive Units:
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
Aggregate intrinsic value of units vested
|
|
$
|
—
|
|
|
$
|
3.7
|
|
|
$
|
8.0
|
|
|
$
|
12.8
|
|
|
Fair value of units vested
|
|
$
|
—
|
|
|
$
|
2.8
|
|
|
$
|
7.2
|
|
|
$
|
16.1
|
|
c.EnLink Midstream Partners, LP Performance Units
Prior to the Merger, the General Partner granted performance awards under the GP Plan. The performance award agreements provided that the vesting of performance units (i.e., performance-based restricted incentive units) granted thereunder was dependent on the achievement of certain total shareholder return (“TSR”) performance goals relative to the TSR achievement of a peer group of companies (the “Peer Companies”) over the applicable performance period. The performance award agreements contemplated that the Peer Companies for an individual performance award (the “Subject Award”) were the companies comprising the AMZ, excluding ENLK and ENLC, on the grant date for the Subject Award. The performance units would vest based on the percentile ranking of the average of ENLK’s and ENLC’s TSR achievement (“EnLink TSR”) for the applicable performance period relative to the TSR achievement of the Peer Companies. As of the closing of the Merger, these performance-based Legacy ENLK Awards were modified, such that, the performance goal will, on a weighted average basis, (i) continue to relate to the EnLink TSR relative to the TSR performance of the Peer Companies in respect of periods preceding the effective time of the Merger; and (ii) relate solely to the TSR performance of ENLC relative to the TSR performance of such Peer Companies in respect of periods on and after the effective time of the Merger. At the end of the vesting period, recipients receive distribution equivalents, if any, with respect to the number of performance units vested. The vesting of performance units ranges from zero to 200% of the performance units granted depending on the extent to which the related performance goals are achieved over the relevant performance period.
The fair value of each performance unit was estimated as of the date of grant using a Monte Carlo simulation with the following assumptions used for all performance unit grants made under the plan: (i) a risk-free interest rate based on United States Treasury rates as of the grant date; (ii) a volatility assumption based on the historical realized price volatility of ENLK’s common units and the designated Peer Companies’ securities; (iii) an estimated ranking of ENLK and ENLC among the designated Peer Companies; and (iv) the distribution yield. The fair value of the performance unit on the date of grant is expensed over a vesting period of approximately three years.
ENLINK MIDSTREAM, LLC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
The following table presents a summary of the performance units:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30, 2019
|
|
|
|
EnLink Midstream Partners, LP Performance Units:
|
|
Number of Units
|
|
Weighted Average Grant-Date Fair Value
|
|
Non-vested, beginning of period
|
|
451,669
|
|
|
$
|
17.74
|
|
|
Vested (1)
|
|
(161,410)
|
|
|
10.54
|
|
|
Converted to ENLC (2)
|
|
(290,259)
|
|
|
28.31
|
|
|
Non-vested, end of period
|
|
—
|
|
|
$
|
—
|
|
____________________________
(1)Vested units included 62,403 units withheld for payroll taxes paid on behalf of employees.
(2)As a result of the Merger, the performance-based Legacy ENLK Awards converted into ENLC unit-based performance awards using the 1.15 exchange ratio (as defined in the Merger Agreement) as the conversion rate.
A summary of the performance units’ aggregate intrinsic value (market value at vesting date) and fair value of units vested (market value at date of grant) for the three and nine months ended September 30, 2019 and 2018 is provided below (in millions). Since the Legacy ENLK Awards converted into ENLC unit-based awards as a result of the Merger, no additional performance units will vest as ENLK units under the GP Plan (such performance units, as converted, are eligible to vest as ENLC units) and no additional expense will be recognized after January 25, 2019 under the GP Plan.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
|
|
Nine Months Ended
September 30,
|
|
|
|
EnLink Midstream Partners, LP Performance Units:
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
Aggregate intrinsic value of units vested
|
|
$
|
—
|
|
|
$
|
3.0
|
|
|
$
|
2.1
|
|
|
$
|
5.0
|
|
|
Fair value of units vested
|
|
$
|
—
|
|
|
$
|
3.6
|
|
|
$
|
1.7
|
|
|
$
|
7.7
|
|
d.EnLink Midstream, LLC Restricted Incentive Units
ENLC restricted incentive units are valued at their fair value at the date of grant, which is equal to the market value of ENLC common units on such date. A summary of the restricted incentive unit activity for the nine months ended September 30, 2019 is provided below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30, 2019
|
|
|
|
EnLink Midstream, LLC Restricted Incentive Units:
|
|
Number of Units
|
|
Weighted Average Grant-Date Fair Value
|
|
Non-vested, beginning of period
|
|
2,425,867
|
|
|
$
|
14.62
|
|
|
Granted (1)
|
|
1,875,490
|
|
|
11.39
|
|
|
Vested (1)(2)
|
|
(1,632,100)
|
|
|
11.55
|
|
|
Forfeited
|
|
(488,913)
|
|
|
14.39
|
|
|
Converted from ENLK (3)
|
|
2,103,266
|
|
|
14.01
|
|
|
Non-vested, end of period
|
|
4,283,610
|
|
|
$
|
14.10
|
|
|
Aggregate intrinsic value, end of period (in millions)
|
|
$
|
36.4
|
|
|
|
____________________________
(1)Restricted incentive units typically vest at the end of three years. In March 2019, ENLC granted 420,842 restricted incentive units with a fair value of $4.8 million to officers and certain employees as bonus payments for 2018, and these restricted incentive units vested immediately and are included in the restricted incentive units granted and vested line items.
(2)Vested units included 563,606 units withheld for payroll taxes paid on behalf of employees.
(3)Represents Legacy ENLK Awards that were converted into ENLC unit-based awards using the 1.15 exchange ratio (as defined in the Merger Agreement) as the conversion rate.
ENLINK MIDSTREAM, LLC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
A summary of the restricted incentive units’ aggregate intrinsic value (market value at vesting date) and fair value of units vested (market value at date of grant) for the three and nine months ended September 30, 2019 and 2018 is provided below (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
EnLink Midstream, LLC Restricted Incentive Units:
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
Aggregate intrinsic value of units vested
|
|
$
|
3.1
|
|
|
$
|
3.3
|
|
|
$
|
16.0
|
|
|
$
|
12.6
|
|
|
Fair value of units vested
|
|
$
|
5.8
|
|
|
$
|
2.6
|
|
|
$
|
18.9
|
|
|
$
|
16.1
|
|
As of September 30, 2019, there was $29.1 million of unrecognized compensation cost related to non-vested ENLC restricted incentive units. The cost is expected to be recognized over a weighted-average period of 1.8 years.
For restricted incentive unit awards granted after March 8, 2019 to certain officers and employees (the “grantee”), such awards (the “Subject Grants”) generally provide that, subject to the satisfaction of the conditions set forth in the agreement, the Subject Grants will vest on the third anniversary of the vesting commencement date (the “Regular Vesting Date”). The Subject Grants will be forfeited if the grantee’s employment or service with ENLC and its affiliates terminates prior to the Regular Vesting Date except that the Subject Grants will vest in full or on a pro-rated basis for certain terminations of employment or service prior to the Regular Vesting Date. For instance, the Subject Grants will vest on a pro-rated basis for any terminations of the grantee’s employment: (i) due to retirement, (ii) by ENLC or its affiliates without cause, or (iii) by the grantee for good reason (each, a “Covered Termination” and more particularly defined in the Subject Grants agreement) except that the Subject Grants will vest in full if the applicable Covered Termination is a “normal retirement” (as defined in the Subject Grants agreement) or the applicable Covered Termination occurs after a change of control (if any). The Subject Grants will vest in full if death or a qualifying disability occurs prior to the Regular Vesting Date.
e.EnLink Midstream, LLC’s Performance Units
ENLC grants performance awards under the 2014 Plan. The performance award agreements provide that the vesting of performance units (i.e., performance-based restricted incentive units) granted thereunder is dependent on the achievement of certain performance goals over the applicable performance period. At the end of the vesting period, recipients receive distribution equivalents, if any, with respect to the number of performance units vested. The vesting of units ranges from zero to 200% of the units granted depending on the extent to which the related performance goals are achieved over the relevant performance period.
Performance awards granted prior to March 8, 2019 provided that the vesting of performance units granted was dependent on the achievement of certain TSR performance goals relative to the TSR achievement of the Peer Companies over the applicable performance period. Prior to the Merger, vesting of the performance units was based on the percentile ranking of the EnLink TSR for the applicable performance period relative to the TSR achievement of the Peer Companies. As of the effective time of the Merger, these performance-based awards were modified, such that, the performance goal will, on a weighted average basis, (i) continue to relate to the EnLink TSR relative to the TSR performance of the Peer Companies in respect of periods preceding the effective time of the Merger; and (ii) relate solely to the TSR performance of ENLC relative to the TSR performance of such Peer Companies in respect of periods on and after the effective time of the Merger.
ENLINK MIDSTREAM, LLC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
The following table presents a summary of the performance units:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30, 2019
|
|
|
|
EnLink Midstream, LLC Performance Units:
|
|
Number of Units
|
|
Weighted Average Grant-Date Fair Value
|
|
Non-vested, beginning of period
|
|
418,149
|
|
|
$
|
19.15
|
|
|
Granted
|
|
931,469
|
|
|
13.02
|
|
|
Vested (1)
|
|
(374,745)
|
|
|
21.08
|
|
|
Forfeited
|
|
(309,603)
|
|
|
15.28
|
|
|
Converted from ENLK (2)
|
|
333,798
|
|
|
25.84
|
|
|
Non-vested, end of period
|
|
999,068
|
|
|
$
|
16.15
|
|
|
Aggregate intrinsic value, end of period (in millions)
|
|
$
|
8.5
|
|
|
|
____________________________
(1)Vested units included 146,218 units withheld for payroll taxes paid on behalf of employees.
(2)As a result of the Merger, the performance-based Legacy ENLK Awards converted into ENLC performance-based awards using the 1.15 exchange ratio (as defined in the Merger Agreement) as the conversion rate.
A summary of the performance units’ aggregate intrinsic value (market value at vesting date) and fair value of units vested (market value at date of grant) for the three and nine months ended September 30, 2019 and 2018 is provided below (in millions).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
EnLink Midstream, LLC Performance Units:
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
Aggregate intrinsic value of units vested
|
|
$
|
1.6
|
|
|
$
|
2.8
|
|
|
$
|
3.4
|
|
|
$
|
4.7
|
|
|
Fair value of units vested
|
|
$
|
6.0
|
|
|
$
|
3.5
|
|
|
$
|
7.9
|
|
|
$
|
7.7
|
|
As of September 30, 2019, there was $10.1 million of unrecognized compensation cost that related to non-vested ENLC performance units. That cost is expected to be recognized over a weighted-average period of 1.9 years.
In connection with the GIP Transaction, certain outstanding performance unit agreements were modified to, among other things: (i) provide that the awards granted thereunder did not vest due to the closing of the GIP Transaction, and (ii) increase the minimum vesting of units from zero to 100% as described in our Current Report on Form 8-K filed with the Commission on July 23, 2018. The modified performance units retained the original vesting schedules. As a result of the modifications, we will recognize an additional $2.1 million compensation cost over the life of these ENLC performance units.
In connection with the Merger, Legacy ENLK Awards with “performance-based” vesting and payment conditions were modified to reflect the Performance Metric Adjustment (as defined in the Merger Agreement) as described in our Current Report on Form 8-K filed with the Commission on January 29, 2019. The modified performance units retained the original vesting schedules. As a result of the modifications, we will recognize an additional $0.7 million in compensation costs over the life of the Legacy ENLK Awards.
2019 Performance Unit Awards
For performance awards granted after March 8, 2019 to the grantee, the vesting of performance units is dependent on (a) the grantee’s continued employment or service with ENLC or its affiliates for all relevant periods and (b) the TSR performance of ENLC (the “ENLC TSR”) and a performance goal based on cash flow (“Cash Flow”). At the time of grant, the Board of Directors of the managing member of ENLC (the “Board”) will determine the relative weighting of the two performance goals by including in the award agreement the number of units that will be eligible for vesting depending on the achievement of the TSR performance goals (the “Total TSR Units”) versus the achievement of the Cash Flow performance goals (the “Total CF Units”). These performance awards have four separate performance periods: (i) three performance periods are each of the first, second, and third calendar years that occur following the vesting commencement date of the performance awards and (ii) the fourth performance period is the cumulative three-year period from the vesting commencement date through the third anniversary thereof (the “Cumulative Performance Period”).
ENLINK MIDSTREAM, LLC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
One-fourth of the Total TSR Units (the “Tranche TSR Units”) relates to each of the four performance periods described above. Following the end date of a given performance period, the Governance and Compensation Committee (the “Committee”) of the Board will measure and determine the ENLC TSR relative to the TSR performance of a designated group of peer companies (the “Designated Peer Companies”) to determine the Tranche TSR Units that are eligible to vest, subject to the grantee’s continued employment or service with ENLC or its affiliates through the end date of the Cumulative Performance Period. In short, the TSR for a given performance period is defined as (i)(A) the average closing price of a common equity security at the end of the relevant performance period minus (B) the average closing price of a common equity security at the beginning of the relevant performance period plus (C) reinvested dividends divided by (ii) the average closing price of a common equity security at the beginning of the relevant performance period.
The following table sets out the levels at which the Tranche TSR Units may vest (using linear interpolation) based on the ENLC TSR percentile ranking for the applicable performance period relative to the TSR achievement of the Designated Peer Companies:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance Level
|
|
Achieved ENLC TSR
Position Relative to Designated Peer Companies
|
|
Vesting percentage
of the Tranche TSR Units
|
|
Below Threshold
|
|
Less than 25%
|
|
0%
|
|
|
Threshold
|
|
Equal to 25%
|
|
50%
|
|
|
Target
|
|
Equal to 50%
|
|
100%
|
|
|
Maximum
|
|
Greater than or Equal to 75%
|
|
200%
|
|
Approximately one-third of the Total CF Units (the “Tranche CF Units”) relates to each of the first three performance periods described above (i.e., the Cash Flow performance goal does not relate to the Cumulative Performance Period). The Board will establish the Cash Flow performance targets for purposes of the column in the table below titled “ENLC’s Achieved Cash Flow” for each performance period no later than March 31 of the year in which the relevant performance period begins. Following the end date of a given performance period, the Committee will measure and determine the Cash Flow performance of ENLC to determine the Tranche CF Units that are eligible to vest, subject to the grantee’s continued employment or service with ENLC or its affiliates through the end of the Cumulative Performance Period. In short, the Performance-Based Award Agreement defines Cash Flow for a given performance period as (A)(i) ENLC’s adjusted EBITDA minus (ii) interest expense, current taxes and other, maintenance capital expenditures, and preferred unit accrued distributions divided by (B) the time-weighted average number of ENLC’s common units outstanding during the relevant performance period. The following table sets out the levels at which the Tranche CF Units will be eligible to vest (using linear interpolation) based on the Cash Flow performance of ENLC for the performance period ending December 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance Level
|
|
ENLC’s Achieved Cash Flow
|
|
Vesting percentage
of the Tranche CF Units
|
|
Below Threshold
|
|
Less than $1.43
|
|
0%
|
|
|
Threshold
|
|
Equal to $1.43
|
|
50%
|
|
|
Target
|
|
Equal to $1.55
|
|
100%
|
|
|
Maximum
|
|
Greater than or Equal to $1.72
|
|
200%
|
|
ENLINK MIDSTREAM, LLC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
The fair value of each performance unit is estimated as of the date of grant using a Monte Carlo simulation with the following assumptions used for all performance unit grants made under the plan: (i) a risk-free interest rate based on United States Treasury rates as of the grant date; (ii) a volatility assumption based on the historical realized price volatility of ENLC’s common units and the Designated Peer Companies’ or Peer Companies’ securities as applicable; (iii) an estimated ranking of ENLC (or for outstanding performance units granted prior to the Merger, ENLC and ENLK) among the Designated Peer Companies or Peer Companies, and (iv) the distribution yield. The fair value of the performance unit on the date of grant is expensed over a vesting period of approximately three years.
The following table presents a summary of the grant-date fair value assumptions by performance unit grant date:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EnLink Midstream, LLC Performance Units:
|
|
June 2019
|
|
March 2019
|
|
Grant-Date Fair Value
|
|
$
|
9.92
|
|
|
$
|
13.10
|
|
|
Beginning TSR price
|
|
$
|
9.84
|
|
|
$
|
10.92
|
|
|
Risk-free interest rate
|
|
1.72
|
%
|
|
2.42
|
%
|
|
Volatility factor
|
|
33.50
|
%
|
|
33.86
|
%
|
|
Distribution yield
|
|
11.5
|
%
|
|
9.7
|
%
|
(12) Derivatives
Interest Rate Swaps
We periodically enter into interest rate swaps during the debt issuance process to hedge variability in future long-term debt interest payments that may result from changes in the benchmark interest rate (commonly the U.S. Treasury yield) prior to the debt being issued or to hedge variability in cash flows on our variable-rate debt. We designate interest rate swaps as cash flow hedges in accordance with ASC 815.
In April 2019, we entered into an $850.0 million interest rate swap to manage the interest rate risk associated with our floating-rate, LIBOR-based borrowings. Under this arrangement, we pay a fixed interest rate of 2.27825% in exchange for LIBOR-based variable interest through December 2021. Assets or liabilities related to this interest rate swap contract are included in the fair value of derivative assets and liabilities on the consolidated balance sheets, and the change in fair value of this contract is recorded net as gain or loss on designated cash flow hedges on the consolidated statements of comprehensive income. Monthly, upon settlement, we reclassify the gain or loss associated with the interest rate swap into interest expense from accumulated other comprehensive income (loss). There is no ineffectiveness related to this hedge.
In May 2017, we entered into an interest rate swap in connection with the issuance of ENLK’s 2047 Notes. Upon settlement of the interest rate swap in May 2017, we recorded the associated $2.2 million settlement loss in accumulated comprehensive loss on the consolidated balance sheets. We will amortize the settlement loss into interest expense on the consolidated statements of operations over the term of the 2047 Notes. There was no ineffectiveness related to the hedge.
For the three and nine months ended September 30, 2019, we recorded $1.3 million, net of a tax benefit of $0.5 million, and $11.2 million, net of a tax benefit of $4.1 million, respectively, into accumulated other comprehensive loss related to changes in fair value of our interest rate swaps.
For the three and nine months ended September 30, 2019, we realized a gain of $0.1 million and $0.4 million, respectively, related to the monthly settlement of our interest rate swaps and an immaterial amount of amortization, which we recorded into interest expense, net of interest income from accumulated other comprehensive loss. For the three and nine months ended September 30, 2018, we recorded an immaterial amount into interest expense, net of interest income from accumulated other comprehensive loss. We expect to recognize $5.3 million of interest expense out of accumulated other comprehensive loss over the next twelve months.
The fair value of our interest rate swaps included in our consolidated balance sheets were as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
September 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of derivative liabilities—current
|
$
|
(5.2)
|
|
|
|
|
Fair value of derivative liabilities—long-term
|
(10.2)
|
|
|
|
|
Net fair value of derivatives
|
$
|
(15.4)
|
|
|
|
ENLINK MIDSTREAM, LLC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
Commodity Swaps
The components of gain (loss) on derivative activity in the consolidated statements of operations related to commodity swaps are (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
Change in fair value of derivatives
|
$
|
(0.5)
|
|
|
$
|
(0.8)
|
|
|
$
|
4.7
|
|
|
$
|
(14.8)
|
|
|
Realized gain (loss) on derivatives
|
8.0
|
|
|
(4.6)
|
|
|
11.5
|
|
|
(5.3)
|
|
|
Gain (loss) on derivative activity
|
$
|
7.5
|
|
|
$
|
(5.4)
|
|
|
$
|
16.2
|
|
|
$
|
(20.1)
|
|
The fair value of derivative assets and liabilities related to commodity swaps are as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2019
|
|
December 31, 2018
|
|
Fair value of derivative assets—current
|
$
|
9.6
|
|
|
$
|
28.6
|
|
|
Fair value of derivative assets—long-term
|
7.9
|
|
|
4.1
|
|
|
Fair value of derivative liabilities—current
|
(4.3)
|
|
|
(21.8)
|
|
|
Fair value of derivative liabilities—long-term
|
—
|
|
|
(2.4)
|
|
|
Net fair value of derivatives
|
$
|
13.2
|
|
|
$
|
8.5
|
|
Set forth below are the summarized notional volumes and fair values of all instruments held for price risk management purposes and related physical offsets at September 30, 2019 (in millions). The remaining term of the contracts extend no later than December 2022.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2019
|
|
|
|
|
|
Commodity
|
|
Instruments
|
|
Unit
|
|
Volume
|
|
Fair Value
|
|
NGL (short contracts)
|
|
Swaps
|
|
Gallons
|
|
(39.7)
|
|
|
$
|
2.5
|
|
|
NGL (long contracts)
|
|
Swaps
|
|
Gallons
|
|
8.8
|
|
|
(0.6)
|
|
|
Natural gas (short contracts)
|
|
Swaps
|
|
MMBtu
|
|
(4.7)
|
|
|
0.2
|
|
|
Natural gas (long contracts)
|
|
Swaps
|
|
MMBtu
|
|
1.9
|
|
|
0.1
|
|
|
Crude and condensate (short contracts)
|
|
Swaps
|
|
MMbbls
|
|
(12.0)
|
|
|
7.2
|
|
|
Crude and condensate (long contracts)
|
|
Swaps
|
|
MMbbls
|
|
1.6
|
|
|
3.8
|
|
|
Total fair value of derivatives
|
|
|
|
|
|
|
|
$
|
13.2
|
|
On all transactions where we are exposed to counterparty risk, we analyze the counterparty’s financial condition prior to entering into an agreement, establish limits, and monitor the appropriateness of these limits on an ongoing basis. We primarily deal with financial institutions when entering into financial derivatives on commodities. We have entered into Master ISDAs that allow for netting of swap contract receivables and payables in the event of default by either party. If our counterparties failed to perform under existing swap contracts, the maximum loss on our gross receivable position of $17.5 million as of September 30, 2019 would be reduced to $13.2 million due to the offsetting of gross fair value payables against gross fair value receivables as allowed by the ISDAs.
ENLINK MIDSTREAM, LLC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
(13) Fair Value Measurements
Assets and liabilities measured at fair value on a recurring basis are summarized below (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 2
|
|
|
|
|
|
September 30, 2019
|
|
December 31, 2018
|
|
Interest rate swaps (1)
|
|
$
|
(15.4)
|
|
|
$
|
—
|
|
|
Commodity swaps (2)
|
|
$
|
13.2
|
|
|
$
|
8.5
|
|
____________________________
(1)The fair values of the interest rate swaps are estimated based on the difference between expected cash flows calculated at the contracted interest rates and the expected cash flows using observable benchmarks for the variable interest rates.
(2)The fair values of commodity swaps represent the amount at which the instruments could be exchanged in a current arms-length transaction adjusted for our credit risk and/or the counterparty credit risk as required under ASC 820.
Fair Value of Financial Instruments
The estimated fair value of our financial instruments has been determined using available market information and valuation methodologies. Considerable judgment is required to develop the estimates of fair value; thus, the estimates provided below are not necessarily indicative of the amount we could realize upon the sale or refinancing of such financial instruments (in millions):
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|
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|
|
|
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|
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|
|
September 30, 2019
|
|
|
|
December 31, 2018
|
|
|
|
|
Carrying Value
|
|
Fair
Value
|
|
Carrying Value
|
|
Fair
Value
|
|
Long-term debt (1)
|
$
|
4,688.3
|
|
|
$
|
4,375.8
|
|
|
$
|
4,430.8
|
|
|
$
|
4,065.0
|
|
|
Secured term loan receivable (2)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
51.1
|
|
|
$
|
51.1
|
|
____________________________
(1)The carrying value of long-term debt as of December 31, 2018 includes current maturities. The carrying value of long-term debt is reduced by debt issuance costs of $30.8 million and $24.5 million at September 30, 2019 and December 31, 2018, respectively. The respective fair values do not factor in debt issuance costs.
(2)In late May 2019, White Star, the counterparty to our $58.0 million second lien secured term loan receivable, filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code. We do not believe that it is probable that White Star will be able to repay the outstanding amounts owed to us under the second lien secured term loan. For additional information regarding this transaction, refer to “Note 2—Significant Accounting Policies.”
The carrying amounts of our cash and cash equivalents, accounts receivable, and accounts payable approximate fair value due to the short-term maturities of these assets and liabilities.
As of September 30, 2019, we had total borrowings under senior unsecured notes of $3.6 billion maturing between 2024 and 2047 with fixed interest rates ranging from 4.15% to 5.60%. As of December 31, 2018, we had total borrowings under senior unsecured notes of $3.5 billion maturing between 2019 and 2047 with fixed interest rates ranging from 2.70% to 5.60%.
The fair values of all senior unsecured notes as of September 30, 2019 and December 31, 2018 were based on Level 2 inputs from third-party market quotations. The fair values of the secured term loan receivable were calculated using Level 2 inputs from third-party banks.
ENLINK MIDSTREAM, LLC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
(14) Segment Information
Effective January 1, 2019, we changed our reportable operating segments to reflect how we currently make financial decisions and allocate resources. As of December 31, 2018, our reportable operating segments consisted of the following: (i) natural gas gathering, processing, transmission, and fractionation operations located in north Texas and the Permian Basin primarily in west Texas, (ii) natural gas pipelines, processing plants, storage facilities, NGL pipelines, and fractionation assets in Louisiana, (iii) natural gas gathering and processing operations located throughout Oklahoma, and (iv) crude rail, truck, pipeline, and barge facilities in west Texas, south Texas, Louisiana, Oklahoma, and ORV. Effective January 1, 2019, we are reporting financial performance in five segments: Permian, North Texas, Oklahoma, Louisiana, and Corporate. Crude and condensate operations are combined regionally with natural gas and NGL operations in the Oklahoma and Permian segments, and ORV operations are included in the Louisiana segment. We have recast the segment information for the three and nine months ended September 30, 2018 to conform to the current period presentation.
Identification of the majority of our operating segments is based principally upon geographic regions served:
•Permian Segment. The Permian segment includes our natural gas gathering, processing, and transmission activities and our crude oil operations in the Midland and Delaware Basins in west Texas and eastern New Mexico and our crude operations in south Texas;
•North Texas Segment. The North Texas segment includes our natural gas gathering, processing, and transmission activities in north Texas;
•Oklahoma Segment. The Oklahoma segment includes our natural gas gathering, processing, and transmission activities, and our crude oil operations in the Cana-Woodford, Arkoma-Woodford, northern Oklahoma Woodford, STACK, and CNOW shale areas;
•Louisiana Segment. The Louisiana segment includes our natural gas pipelines, natural gas processing plants, storage facilities, fractionation facilities, and NGL assets located in Louisiana and our crude oil operations in ORV; and
•Corporate Segment. The Corporate segment includes our unconsolidated affiliate investments in the Cedar Cove JV in Oklahoma, our ownership interest in GCF in south Texas, our derivative activity, and our general corporate assets and expenses.
ENLINK MIDSTREAM, LLC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
We evaluate the performance of our operating segments based on segment profits. Summarized financial information for our reportable segments is shown in the following tables (in millions):
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|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
Permian
|
|
North Texas
|
|
Oklahoma
|
|
Louisiana
|
|
Corporate
|
|
Totals
|
|
Three Months Ended September 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
Natural gas sales
|
$
|
24.3
|
|
|
$
|
22.2
|
|
|
$
|
54.6
|
|
|
$
|
92.0
|
|
|
$
|
—
|
|
|
$
|
193.1
|
|
|
NGL sales
|
0.3
|
|
|
6.0
|
|
|
4.6
|
|
|
421.0
|
|
|
—
|
|
|
431.9
|
|
|
Crude oil and condensate sales
|
409.4
|
|
|
—
|
|
|
28.2
|
|
|
74.6
|
|
|
—
|
|
|
512.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product sales
|
434.0
|
|
|
28.2
|
|
|
87.4
|
|
|
587.6
|
|
|
—
|
|
|
1,137.2
|
|
|
Natural gas sales—related parties
|
(0.1)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
NGL sales—related parties
|
69.3
|
|
|
21.0
|
|
|
90.2
|
|
|
7.9
|
|
|
(188.4)
|
|
|
—
|
|
|
Crude oil and condensate sales—related parties
|
2.8
|
|
|
1.1
|
|
|
—
|
|
|
1.7
|
|
|
(5.6)
|
|
|
—
|
|
|
Product sales—related parties
|
72.0
|
|
|
22.1
|
|
|
90.2
|
|
|
9.6
|
|
|
(193.9)
|
|
|
—
|
|
|
Gathering and transportation
|
14.7
|
|
|
50.1
|
|
|
63.7
|
|
|
12.2
|
|
|
—
|
|
|
140.7
|
|
|
Processing
|
8.3
|
|
|
36.3
|
|
|
35.7
|
|
|
0.8
|
|
|
—
|
|
|
81.1
|
|
|
NGL services
|
—
|
|
|
—
|
|
|
—
|
|
|
11.2
|
|
|
—
|
|
|
11.2
|
|
|
Crude services
|
6.4
|
|
|
—
|
|
|
5.9
|
|
|
13.5
|
|
|
—
|
|
|
25.8
|
|
|
Other services
|
4.0
|
|
|
0.3
|
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
4.5
|
|
|
Midstream services
|
33.4
|
|
|
86.7
|
|
|
105.4
|
|
|
37.8
|
|
|
—
|
|
|
263.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Crude services—related parties
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
(0.2)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Midstream services—related parties
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
(0.2)
|
|
|
—
|
|
|
Revenue from contracts with customers
|
539.4
|
|
|
137.0
|
|
|
283.2
|
|
|
635.0
|
|
|
(194.1)
|
|
|
1,400.5
|
|
|
Cost of sales
|
(474.2)
|
|
|
(41.4)
|
|
|
(148.4)
|
|
|
(529.6)
|
|
|
194.1
|
|
|
(999.5)
|
|
|
Operating expenses
|
(28.9)
|
|
|
(26.2)
|
|
|
(25.7)
|
|
|
(38.4)
|
|
|
—
|
|
|
(119.2)
|
|
|
Gain on derivative activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.5
|
|
|
7.5
|
|
|
Segment profit
|
$
|
36.3
|
|
|
$
|
69.4
|
|
|
$
|
109.1
|
|
|
$
|
67.0
|
|
|
$
|
7.5
|
|
|
$
|
289.3
|
|
|
Depreciation and amortization
|
$
|
(31.6)
|
|
|
$
|
(35.4)
|
|
|
$
|
(51.1)
|
|
|
$
|
(37.3)
|
|
|
$
|
(1.9)
|
|
|
$
|
(157.3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill
|
$
|
184.6
|
|
|
$
|
125.7
|
|
|
$
|
813.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,123.7
|
|
|
Capital expenditures
|
$
|
119.7
|
|
|
$
|
5.0
|
|
|
$
|
48.6
|
|
|
$
|
21.5
|
|
|
$
|
1.7
|
|
|
$
|
196.5
|
|
ENLINK MIDSTREAM, LLC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Permian
|
|
North Texas
|
|
Oklahoma
|
|
Louisiana
|
|
Corporate
|
|
Totals
|
|
Three Months Ended September 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
Natural gas sales
|
$
|
39.6
|
|
|
$
|
29.5
|
|
|
$
|
41.9
|
|
|
$
|
129.5
|
|
|
$
|
—
|
|
|
$
|
240.5
|
|
|
NGL sales
|
0.1
|
|
|
16.8
|
|
|
12.8
|
|
|
839.6
|
|
|
—
|
|
|
869.3
|
|
|
Crude oil and condensate sales
|
636.4
|
|
|
0.5
|
|
|
18.6
|
|
|
66.9
|
|
|
—
|
|
|
722.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product sales
|
676.1
|
|
|
46.8
|
|
|
73.3
|
|
|
1,036.0
|
|
|
—
|
|
|
1,832.2
|
|
|
Natural gas sales—related parties
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
NGL sales—related parties
|
138.6
|
|
|
15.2
|
|
|
192.5
|
|
|
10.9
|
|
|
(347.2)
|
|
|
10.0
|
|
|
Crude oil and condensate sales—related parties
|
(0.5)
|
|
|
0.5
|
|
|
(0.4)
|
|
|
—
|
|
|
0.5
|
|
|
0.1
|
|
|
Product sales—related parties
|
138.1
|
|
|
15.7
|
|
|
192.2
|
|
|
10.9
|
|
|
(346.7)
|
|
|
10.2
|
|
|
Gathering and transportation
|
8.2
|
|
|
57.6
|
|
|
44.6
|
|
|
17.5
|
|
|
—
|
|
|
127.9
|
|
|
Processing
|
6.5
|
|
|
39.6
|
|
|
37.1
|
|
|
0.8
|
|
|
—
|
|
|
84.0
|
|
|
NGL services
|
—
|
|
|
—
|
|
|
—
|
|
|
11.9
|
|
|
—
|
|
|
11.9
|
|
|
Crude services
|
(1.1)
|
|
|
—
|
|
|
0.9
|
|
|
15.3
|
|
|
—
|
|
|
15.1
|
|
|
Other services
|
2.1
|
|
|
0.3
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
2.6
|
|
|
Midstream services
|
15.7
|
|
|
97.5
|
|
|
82.6
|
|
|
45.7
|
|
|
—
|
|
|
241.5
|
|
|
Gathering and transportation—related parties
|
—
|
|
|
8.7
|
|
|
7.2
|
|
|
—
|
|
|
—
|
|
|
15.9
|
|
|
Processing—related parties
|
—
|
|
|
10.1
|
|
|
3.3
|
|
|
—
|
|
|
—
|
|
|
13.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Crude services—related parties
|
6.3
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
6.4
|
|
|
Other services—related parties
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
Midstream services—related parties
|
6.3
|
|
|
18.9
|
|
|
10.6
|
|
|
—
|
|
|
—
|
|
|
35.8
|
|
|
Revenue from contracts with customers
|
836.2
|
|
|
178.9
|
|
|
358.7
|
|
|
1,092.6
|
|
|
(346.7)
|
|
|
2,119.7
|
|
|
Cost of sales
|
(775.3)
|
|
|
(56.0)
|
|
|
(228.2)
|
|
|
(983.8)
|
|
|
346.7
|
|
|
(1,696.6)
|
|
|
Operating expenses
|
(22.4)
|
|
|
(27.9)
|
|
|
(23.0)
|
|
|
(41.4)
|
|
|
—
|
|
|
(114.7)
|
|
|
Loss on derivative activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.4)
|
|
|
(5.4)
|
|
|
Segment profit
|
$
|
38.5
|
|
|
$
|
95.0
|
|
|
$
|
107.5
|
|
|
$
|
67.4
|
|
|
$
|
(5.4)
|
|
|
$
|
303.0
|
|
|
Depreciation and amortization
|
$
|
(27.9)
|
|
|
$
|
(31.9)
|
|
|
$
|
(44.8)
|
|
|
$
|
(39.7)
|
|
|
$
|
(2.4)
|
|
|
$
|
(146.7)
|
|
|
Impairments
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(24.6)
|
|
|
$
|
—
|
|
|
$
|
(24.6)
|
|
|
Goodwill
|
$
|
29.3
|
|
|
$
|
202.7
|
|
|
$
|
190.3
|
|
|
$
|
—
|
|
|
$
|
1,119.9
|
|
|
$
|
1,542.2
|
|
|
Capital expenditures
|
$
|
91.6
|
|
|
$
|
8.1
|
|
|
$
|
138.9
|
|
|
$
|
13.7
|
|
|
$
|
1.0
|
|
|
$
|
253.3
|
|
ENLINK MIDSTREAM, LLC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Permian
|
|
North Texas
|
|
Oklahoma
|
|
Louisiana
|
|
Corporate
|
|
Totals
|
|
Nine Months Ended September 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
Natural gas sales
|
$
|
59.4
|
|
|
$
|
104.7
|
|
|
$
|
176.5
|
|
|
$
|
316.8
|
|
|
$
|
—
|
|
|
$
|
657.4
|
|
|
NGL sales
|
0.9
|
|
|
24.0
|
|
|
17.8
|
|
|
1,492.9
|
|
|
—
|
|
|
1,535.6
|
|
|
Crude oil and condensate sales
|
1,622.2
|
|
|
—
|
|
|
86.4
|
|
|
216.9
|
|
|
—
|
|
|
1,925.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product sales
|
1,682.5
|
|
|
128.7
|
|
|
280.7
|
|
|
2,026.6
|
|
|
—
|
|
|
4,118.5
|
|
|
Natural gas sales—related parties
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
(0.6)
|
|
|
—
|
|
|
NGL sales—related parties
|
242.9
|
|
|
71.7
|
|
|
320.9
|
|
|
16.4
|
|
|
(651.9)
|
|
|
—
|
|
|
Crude oil and condensate sales—related parties
|
13.7
|
|
|
3.8
|
|
|
—
|
|
|
1.7
|
|
|
(19.2)
|
|
|
—
|
|
|
Product sales—related parties
|
256.9
|
|
|
75.8
|
|
|
320.9
|
|
|
18.1
|
|
|
(671.7)
|
|
|
—
|
|
|
Gathering and transportation
|
36.3
|
|
|
149.0
|
|
|
178.2
|
|
|
46.1
|
|
|
—
|
|
|
409.6
|
|
|
Processing
|
23.3
|
|
|
106.8
|
|
|
105.5
|
|
|
2.5
|
|
|
—
|
|
|
238.1
|
|
|
NGL services
|
—
|
|
|
—
|
|
|
—
|
|
|
32.9
|
|
|
—
|
|
|
32.9
|
|
|
Crude services
|
16.9
|
|
|
—
|
|
|
15.1
|
|
|
40.2
|
|
|
—
|
|
|
72.2
|
|
|
Other services
|
8.4
|
|
|
0.8
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
9.7
|
|
|
Midstream services
|
84.9
|
|
|
256.6
|
|
|
298.8
|
|
|
122.2
|
|
|
—
|
|
|
762.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NGL services—related parties
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.3)
|
|
|
3.3
|
|
|
—
|
|
|
Crude services—related parties
|
—
|
|
|
—
|
|
|
1.7
|
|
|
—
|
|
|
(1.7)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Midstream services—related parties
|
—
|
|
|
—
|
|
|
1.7
|
|
|
(3.3)
|
|
|
1.6
|
|
|
—
|
|
|
Revenue from contracts with customers
|
2,024.3
|
|
|
461.1
|
|
|
902.1
|
|
|
2,163.6
|
|
|
(670.1)
|
|
|
4,881.0
|
|
|
Cost of sales
|
(1,830.9)
|
|
|
(166.1)
|
|
|
(492.0)
|
|
|
(1,844.1)
|
|
|
670.1
|
|
|
(3,663.0)
|
|
|
Operating expenses
|
(85.1)
|
|
|
(77.7)
|
|
|
(77.2)
|
|
|
(111.6)
|
|
|
—
|
|
|
(351.6)
|
|
|
Gain on derivative activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.2
|
|
|
16.2
|
|
|
Segment profit
|
$
|
108.3
|
|
|
$
|
217.3
|
|
|
$
|
332.9
|
|
|
$
|
207.9
|
|
|
$
|
16.2
|
|
|
$
|
882.6
|
|
|
Depreciation and amortization
|
$
|
(89.6)
|
|
|
$
|
(106.6)
|
|
|
$
|
(144.8)
|
|
|
$
|
(116.0)
|
|
|
$
|
(6.1)
|
|
|
$
|
(463.1)
|
|
|
Impairments
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(186.5)
|
|
|
$
|
—
|
|
|
$
|
(186.5)
|
|
|
Goodwill
|
$
|
184.6
|
|
|
$
|
125.7
|
|
|
$
|
813.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,123.7
|
|
|
Capital expenditures
|
$
|
268.0
|
|
|
$
|
36.3
|
|
|
$
|
227.1
|
|
|
$
|
82.0
|
|
|
$
|
5.7
|
|
|
$
|
619.1
|
|
ENLINK MIDSTREAM, LLC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Permian
|
|
North Texas
|
|
Oklahoma
|
|
Louisiana
|
|
Corporate
|
|
Totals
|
|
Nine Months Ended September 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
Natural gas sales
|
$
|
110.8
|
|
|
$
|
98.1
|
|
|
$
|
127.9
|
|
|
$
|
377.2
|
|
|
$
|
—
|
|
|
$
|
714.0
|
|
|
NGL sales
|
0.9
|
|
|
16.8
|
|
|
18.3
|
|
|
2,075.9
|
|
|
—
|
|
|
2,111.9
|
|
|
Crude oil and condensate sales
|
1,725.1
|
|
|
0.5
|
|
|
63.8
|
|
|
151.2
|
|
|
—
|
|
|
1,940.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product sales
|
1,836.8
|
|
|
115.4
|
|
|
210.0
|
|
|
2,604.3
|
|
|
—
|
|
|
4,766.5
|
|
|
Natural gas sales—related parties
|
—
|
|
|
—
|
|
|
2.5
|
|
|
—
|
|
|
—
|
|
|
2.5
|
|
|
NGL sales—related parties
|
345.4
|
|
|
35.7
|
|
|
433.0
|
|
|
45.4
|
|
|
(822.1)
|
|
|
37.4
|
|
|
Crude oil and condensate sales—related parties
|
1.4
|
|
|
1.3
|
|
|
0.3
|
|
|
0.2
|
|
|
(2.1)
|
|
|
1.1
|
|
|
Product sales—related parties
|
346.8
|
|
|
37.0
|
|
|
435.8
|
|
|
45.6
|
|
|
(824.2)
|
|
|
41.0
|
|
|
Gathering and transportation
|
22.0
|
|
|
72.2
|
|
|
85.8
|
|
|
51.8
|
|
|
—
|
|
|
231.8
|
|
|
Processing
|
17.6
|
|
|
41.8
|
|
|
93.5
|
|
|
2.5
|
|
|
—
|
|
|
155.4
|
|
|
NGL services
|
—
|
|
|
—
|
|
|
—
|
|
|
38.8
|
|
|
—
|
|
|
38.8
|
|
|
Crude services
|
(1.0)
|
|
|
—
|
|
|
1.0
|
|
|
43.0
|
|
|
—
|
|
|
43.0
|
|
|
Other services
|
5.8
|
|
|
0.6
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
|
7.1
|
|
|
Midstream services
|
44.4
|
|
|
114.6
|
|
|
180.3
|
|
|
136.8
|
|
|
—
|
|
|
476.1
|
|
|
Gathering and transportation—related parties
|
—
|
|
|
122.7
|
|
|
80.6
|
|
|
—
|
|
|
—
|
|
|
203.3
|
|
|
Processing—related parties
|
—
|
|
|
108.5
|
|
|
48.5
|
|
|
—
|
|
|
—
|
|
|
157.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Crude services—related parties
|
14.9
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
|
16.4
|
|
|
Other services—related parties
|
—
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
Midstream services—related parties
|
14.9
|
|
|
231.7
|
|
|
130.6
|
|
|
—
|
|
|
—
|
|
|
377.2
|
|
|
Revenue from contracts with customers
|
2,242.9
|
|
|
498.7
|
|
|
956.7
|
|
|
2,786.7
|
|
|
(824.2)
|
|
|
5,660.8
|
|
|
Cost of sales
|
(2,083.3)
|
|
|
(137.9)
|
|
|
(537.6)
|
|
|
(2,469.1)
|
|
|
824.2
|
|
|
(4,403.7)
|
|
|
Operating expenses
|
(70.9)
|
|
|
(84.7)
|
|
|
(64.5)
|
|
|
(117.2)
|
|
|
—
|
|
|
(337.3)
|
|
|
Loss on derivative activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20.1)
|
|
|
(20.1)
|
|
|
Segment profit
|
$
|
88.7
|
|
|
$
|
276.1
|
|
|
$
|
354.6
|
|
|
$
|
200.4
|
|
|
$
|
(20.1)
|
|
|
$
|
899.7
|
|
|
Depreciation and amortization
|
$
|
(82.0)
|
|
|
$
|
(94.8)
|
|
|
$
|
(133.3)
|
|
|
$
|
(113.0)
|
|
|
$
|
(7.0)
|
|
|
$
|
(430.1)
|
|
|
Impairments
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(24.6)
|
|
|
$
|
—
|
|
|
$
|
(24.6)
|
|
|
Goodwill
|
$
|
29.3
|
|
|
$
|
202.7
|
|
|
$
|
190.3
|
|
|
$
|
—
|
|
|
$
|
1,119.9
|
|
|
$
|
1,542.2
|
|
|
Capital expenditures
|
$
|
208.0
|
|
|
$
|
16.1
|
|
|
$
|
382.8
|
|
|
$
|
42.5
|
|
|
$
|
3.3
|
|
|
$
|
652.7
|
|
The following table reconciles the segment profits reported above to the operating income as reported on the consolidated statements of operations (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
Segment profit
|
$
|
289.3
|
|
|
$
|
303.0
|
|
|
$
|
882.6
|
|
|
$
|
899.7
|
|
|
General and administrative expenses
|
(38.5)
|
|
|
(41.9)
|
|
|
(122.1)
|
|
|
(99.8)
|
|
|
Gain (loss) on disposition of assets
|
3.0
|
|
|
—
|
|
|
2.9
|
|
|
(1.3)
|
|
|
Depreciation and amortization
|
(157.3)
|
|
|
(146.7)
|
|
|
(463.1)
|
|
|
(430.1)
|
|
|
Impairments
|
—
|
|
|
(24.6)
|
|
|
(186.5)
|
|
|
(24.6)
|
|
|
Loss on secured term loan receivable
|
—
|
|
|
—
|
|
|
(52.9)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
$
|
96.5
|
|
|
$
|
89.8
|
|
|
$
|
60.9
|
|
|
$
|
343.9
|
|
ENLINK MIDSTREAM, LLC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(Unaudited)
The table below represents information about segment assets as of September 30, 2019 and December 31, 2018 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Identifiable Assets:
|
|
September 30, 2019
|
|
December 31, 2018
|
|
Permian
|
|
$
|
2,424.0
|
|
|
$
|
2,096.8
|
|
|
North Texas
|
|
1,316.9
|
|
|
1,308.2
|
|
|
Oklahoma
|
|
3,886.0
|
|
|
3,209.5
|
|
|
Louisiana
|
|
2,570.8
|
|
|
2,734.5
|
|
|
Corporate
|
|
186.6
|
|
|
1,345.1
|
|
|
Total identifiable assets
|
|
$
|
10,384.3
|
|
|
$
|
10,694.1
|
|
(15) Other Information
The following tables present additional detail for other current assets and other current liabilities, which consists of the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other current assets:
|
|
September 30, 2019
|
|
December 31, 2018
|
|
Natural gas and NGLs inventory
|
|
$
|
49.8
|
|
|
$
|
41.3
|
|
|
Secured term loan receivable from contract restructuring, net of discount of $1.1 at December 31, 2018 (1)
|
|
—
|
|
|
19.4
|
|
|
Prepaid expenses and other
|
|
18.7
|
|
|
13.5
|
|
|
Natural gas and NGLs inventory, prepaid expenses, and other
|
|
$
|
68.5
|
|
|
$
|
74.2
|
|
____________________________
(1)In late May 2019, White Star, the counterparty to our $58.0 million second lien secured term loan receivable, filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code. We do not believe that it is probable that White Star will be able to repay the outstanding amounts owed to us under the second lien secured term loan. For additional information regarding this transaction, refer to “Note 2—Significant Accounting Policies.”
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other current liabilities:
|
|
September 30, 2019
|
|
December 31, 2018
|
|
Accrued interest
|
|
$
|
72.9
|
|
|
$
|
37.5
|
|
|
Accrued wages and benefits, including taxes
|
|
22.8
|
|
|
37.2
|
|
|
Accrued ad valorem taxes
|
|
34.8
|
|
|
28.1
|
|
|
Capital expenditure accruals
|
|
74.8
|
|
|
50.6
|
|
|
Onerous performance obligations
|
|
—
|
|
|
9.0
|
|
|
Short-term lease liability
|
|
21.3
|
|
|
1.5
|
|
|
Suspense producer payments
|
|
16.8
|
|
|
34.6
|
|
|
Operating expense accruals
|
|
9.2
|
|
|
10.2
|
|
|
Other
|
|
29.4
|
|
|
39.5
|
|
|
Other current liabilities
|
|
$
|
282.0
|
|
|
$
|
248.2
|
|