Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Please read the following discussion of our financial condition and results of operations in conjunction with the financial statements and notes thereto included elsewhere in this report. In addition, please refer to the Definitions page set forth in this report prior to Item 1—Business. Discussions of the year ended December 31, 2017 and year-to-year comparisons of the year ended December 31, 2018 and the year ended December 31, 2017 can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of ENLK’s Annual Report on Form 10-K for the year ended December 31, 2018.
In this report, the term “Partnership,” as well as the terms “ENLK,” “our,” “we,” “us,” and “its,” are sometimes used as abbreviated references to EnLink Midstream Partners, LP itself or EnLink Midstream Partners, LP together with its consolidated subsidiaries, including the Operating Partnership.
Overview
We are a Delaware limited partnership formed on July 12, 2002. We primarily focus on providing midstream energy services, including:
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gathering, compressing, treating, processing, transporting, storing, and selling natural gas;
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fractionating, transporting, storing, and selling NGLs; and
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gathering, transporting, stabilizing, storing, trans-loading, and selling crude oil and condensate, in addition to brine disposal services.
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Our midstream energy asset network includes approximately 12,000 miles of pipelines, 21 natural gas processing plants with approximately 5.3 Bcf/d of processing capacity, seven fractionators with approximately 290,000 Bbls/d of fractionation capacity, barge and rail terminals, product storage facilities, purchasing and marketing capabilities, brine disposal wells, a crude oil trucking fleet, and equity investments in certain joint ventures. We manage and report our activities primarily according to the nature of activity and geography.
Effective January 1, 2019, we changed our reportable operating segments to reflect how we currently make financial decisions and allocate resources. Prior to January 1, 2019, 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 report our financial performance in five segments:
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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;
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•
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North Texas Segment. The North Texas segment includes our natural gas gathering, processing, and transmission activities in North Texas;
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•
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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;
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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
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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.
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We have recast the segment information for the years ended December 31, 2018 and December 31, 2017 to conform to the current period presentation.
We manage our operations by focusing on gross operating margin because our business is generally to gather, process, transport, or market natural gas, NGLs, crude oil, and condensate using our assets for a fee. We 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 commodity purchase. 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. We define gross operating margin as operating revenue minus cost of sales. Gross operating margin is a non-GAAP financial measure and is explained in greater detail under “Non-GAAP Financial Measures” below. Approximately 90% of our gross operating margin was derived from fee-based contractual arrangements with minimal direct commodity price exposure for the year ended December 31, 2019. We reflect revenue as “Product sales” and “Midstream services” on the consolidated statements of operations.
Devon is one of our primary customers. For the years ended December 31, 2019 and 2018, approximately 29.9% and 36.4% of our gross operating margin, respectively, was attributable to commercial contracts with Devon. For additional information about our significant customers, refer to “Item 1. Business—Credit Risks and Significant Customers.”
Our revenues and gross operating margins are generated from volumes related to eight primary sources:
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gathering and transporting natural gas, NGLs, and crude oil on the pipeline systems we own;
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processing natural gas at our processing plants;
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fractionating and marketing recovered NGLs;
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providing compression services;
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providing crude oil and condensate transportation and terminal services;
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providing condensate stabilization services;
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providing brine disposal services; and
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providing natural gas, crude oil, and NGL storage.
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We gather, transport, or store gas owned by others under fee-only contract arrangements based either on the volume of gas gathered, transported, or stored or, for firm transportation arrangements, a stated monthly fee for a specified monthly quantity with an additional fee based on actual volumes. We also buy natural gas from producers or shippers at a market index less a fee-based deduction subtracted from the purchase price of the natural gas. We then gather or transport the natural gas and sell the natural gas at a market index, thereby earning a margin through the fee-based deduction. We attempt to execute substantially all purchases and sales concurrently, or we enter into a future delivery obligation, thereby establishing the basis for the fee we will receive for each natural gas transaction. We are also party to certain long-term gas sales commitments that we satisfy through supplies purchased under long-term gas purchase agreements. When we enter into those arrangements, our sales obligations generally match our purchase obligations. However, over time, the supplies that we have under contract may decline due to reduced drilling or other causes, and we may be required to satisfy the sales obligations by buying additional gas at prices that may exceed the prices received under the sales commitments. In our purchase/sale transactions, the resale price is generally based on the same index at which the gas was purchased.
We typically buy mixed NGLs from our suppliers to our gas processing plants at a fixed discount to market indices for the component NGLs with a deduction for our fractionation fee. We subsequently sell the fractionated NGL products based on the same index-based prices. To a lesser extent, we transport and fractionate or store NGLs owned by others for a fee based on the volume of NGLs transported and fractionated or stored. The operating results of our NGL fractionation business are largely dependent upon the volume of mixed NGLs fractionated and the level of fractionation fees charged. With our fractionation business, we also have the opportunity for product upgrades for each of the discrete NGL products. We realize higher gross operating margins from product upgrades during periods with higher NGL prices.
We gather or transport crude oil and condensate owned by others by rail, truck, pipeline, and barge facilities under fee-only contract arrangements based on volumes gathered or transported. We also buy crude oil and condensate on our own gathering systems, third-party systems, and trucked from producers at a market index less a stated transportation deduction. We then transport and resell the crude oil and condensate through a process of basis and fixed price trades. We execute substantially all purchases and sales concurrently, thereby establishing the net margin we will receive for each crude oil and condensate transaction.
We realize gross operating margins from our gathering and processing services primarily through different contractual arrangements: processing margin (“margin”) contracts, POL contracts, POP contracts, fixed-fee component contracts, or a combination of these contractual arrangements. “See Item 7A. Quantitative and Qualitative Disclosures about Market Risk—
Commodity Price Risk” for a detailed description of these contractual arrangements. Under any of these gathering and processing arrangements, we may earn a fee for the services performed, or we may buy and resell the gas and/or NGLs as part of the processing arrangement and realize a net margin as our fee. Under margin contract arrangements, our gross operating margins are higher during periods of high NGL prices relative to natural gas prices. Gross operating margin results under POL contracts are impacted only by the value of the liquids produced with margins higher during periods of higher liquids prices. Gross operating margin results under POP contracts are impacted only by the value of the natural gas and liquids produced with margins higher during periods of higher natural gas and liquids prices. Under fixed-fee based contracts, our gross operating margins are driven by throughput volume.
Operating expenses are costs directly associated with the operations of a particular asset. Among the most significant of these costs are those associated with direct labor and supervision, property insurance, property taxes, repair and maintenance expenses, contract services, and utilities. These costs are normally fairly stable across broad volume ranges and therefore do not normally increase or decrease significantly in the short term with increases or decreases in the volume of gas, liquids, crude oil, and condensate moved through or by our assets.
Recent Developments
Simplification of the Corporate Structure. On January 25, 2019, we completed the Merger, an internal reorganization pursuant to which ENLC owns all of the outstanding common units of ENLK. See “Item 8. Financial Statements and Supplementary Data—Note 1” for more information on the Merger and related transactions.
Transfer of EOGP Interest. On January 31, 2019, ENLC transferred its 16.1% limited partner interest in EOGP to the Operating Partnership. See “Item 8. Financial Statements and Supplementary Data—Note 1” for more information regarding this transaction.
Organic Growth
Riptide Processing Plant. In September 2019, we completed construction of a 65 MMcf/d expansion to our Riptide processing plant in the Midland Basin, bringing the total operational processing capacity at the plant to 165 MMcf/d. We are currently in the process of further expanding our Riptide processing plant and expect an additional 55 MMcf/d of operational capacity to be completed during the fourth quarter of 2020.
Delaware Basin Processing Plant. In August 2019, we commenced construction of our Tiger Plant, which will expand our Delaware Basin processing capacity by an additional 200 MMcf/d. We expect the plant to be operational in the second half of 2020. This processing plant is owned by the Delaware Basin JV.
Central Oklahoma Plants. In June 2019, we commenced operations on our Thunderbird Plant, which expands our Central Oklahoma gas processing capacity by an additional 200 MMcf/d, bringing our total processing capacity at our Central Oklahoma facilities to 1.2 Bcf/d.
Cajun-Sibon Pipeline. In April 2019, we completed the expansion of our Cajun-Sibon NGL pipeline capacity, which connects the Mont Belvieu NGL hub to our fractionation facilities in Louisiana. This is the third phase of our Cajun-Sibon system referred to as Cajun Sibon III, which increases throughput capacity from 130,000 bbls/d to 185,000 bbls/d.
Lobo Natural Gas Gathering and Processing Facilities. In early April 2019, we completed construction of a 100 MMcf/d expansion to our Lobo III cryogenic gas processing plant, bringing the total operational processing capacity at our Lobo facilities to 375 MMcf/d.
Avenger Crude Oil Gathering System. Avenger is a crude oil gathering system in the northern Delaware Basin supported by a long-term contract with Devon on dedicated acreage in their Todd and Potato Basin development areas in Eddy and Lea counties in New Mexico. We commenced initial operations on Avenger during the third quarter of 2018 and began full-service operations during the second quarter of 2019.
Debt Issuances and Redemption
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. 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. See “Item 8. Financial Statements and Supplementary Data—Note 6” for more information regarding this transaction.
Consolidated Credit Facility. On December 11, 2018, ENLC entered into the Consolidated Credit Facility, which we were able to borrow under upon the closing of the Merger. ENLK is a guarantor of the Consolidated Credit Facility. See “Item 8. Financial Statements and Supplementary Data—Note 6” for more information regarding this transaction.
Term Loan. On December 11, 2018, ENLK entered into a three-year $850.0 million unsecured term loan. Upon closing of the Merger, ENLC assumed ENLK’s obligations under the term loan, and ENLK guaranteed ENLC’s obligations thereunder. See “Item 8. Financial Statements and Supplementary Data—Note 6” for more information regarding this transaction.
Related Party Debt. Related party debt includes borrowings under the Consolidated Credit Facility, the Term Loan, and ENLC’s 5.375% senior unsecured notes due 2029 to fund the operations and growth capital expenditures of ENLK through a related party arrangement with ENLC. See “Item 8. Financial Statements and Supplementary Data—Note 6” for more information regarding this arrangement.
GIP Transaction and Organic Growth in 2018
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On July 18, 2018, subsidiaries of Devon closed a transaction to sell all of their equity interests in ENLK, ENLC, and the managing member of ENLC to GIP. See “Item 8. Financial Statements and Supplementary Data—Note 1” for more information regarding the GIP Transaction.
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During the second quarter of 2018, we completed construction of an expansion to our Lobo II cryogenic gas processing plant, which brought total operational processing capacity at our Lobo facilities to 175 MMcf/d. We further expanded our natural gas processing capacity at our Lobo facilities through the construction of the Lobo III cryogenic gas processing plant, which was completed during the fourth quarter of 2018 and provided an additional 100 MMcf/d of operational capacity.
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In late March 2018, we completed construction of Black Coyote. In addition, we further expanded our crude oil gathering operations in the STACK through the construction of Redbud, which is supported by a contract with Marathon Oil Company. We commenced initial operations on Redbud during the third quarter of 2018.
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Non-GAAP Financial Measures
To assist management in assessing our business, we use the following non-GAAP financial measure: gross operating margin.
Gross Operating Margin
We define gross operating margin as revenues less cost of sales. We present gross operating margin by segment in “Results of Operations.” We disclose gross operating margin in addition to total revenue because it is the primary performance measure used by our management. We believe gross operating margin is an important measure because, in general, our business is to gather, process, transport, or market natural gas, NGLs, condensate, and crude oil for a fee or to purchase and resell natural gas, NGLs, condensate, and crude oil for a margin. Operating expense is a separate measure used by our management to evaluate operating performance of field operations. Direct labor and supervision, property insurance, property taxes, repair and maintenance, utilities, and contract services comprise the most significant portion of our operating expenses. We do not deduct operating expenses from total revenue in calculating gross operating margin because these expenses are largely independent of the volumes we transport or process and fluctuate depending on the activities performed during a specific period. The GAAP measure most directly comparable to gross operating margin is operating income (loss). Gross operating margin should not be considered an alternative to, or more meaningful than, operating income (loss) as determined in accordance with GAAP. Gross operating margin has important limitations because it excludes all operating costs that affect operating income (loss) except cost of sales. Our gross operating margin may not be comparable to similarly titled measures of other companies because other entities may not calculate these amounts in the same manner.
The following table provides a reconciliation of operating income to gross operating margin (in millions):
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Year Ended December 31,
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2019
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2018
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2017
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Operating income
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$
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187.9
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$
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163.9
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$
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299.5
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Add:
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Operating expenses
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467.1
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453.4
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418.7
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General and administrative
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139.2
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130.2
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123.5
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(Gain) loss on disposition of assets
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(1.9
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)
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0.4
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—
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Depreciation and amortization
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617.0
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577.3
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545.3
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Impairments
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198.2
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365.8
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17.1
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Loss on secured term loan receivable
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52.9
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—
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—
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Gain on litigation settlement
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—
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—
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(26.0
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)
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Gross operating margin
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$
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1,660.4
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$
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1,691.0
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$
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1,378.1
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Results of Operations
The table below sets forth certain financial and operating data for the periods indicated. We manage our operations by focusing on gross operating margin, which we define as revenue less cost of sales as reflected in the table below (in millions, except volumes):
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Year Ended December 31,
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2019
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2018
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2017
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Permian Segment
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Revenues
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$
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2,542.3
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$
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3,030.3
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$
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1,797.2
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Cost of sales
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(2,283.9
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)
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(2,808.3
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)
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(1,628.5
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)
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Total gross operating margin
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$
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258.4
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$
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222.0
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$
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168.7
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North Texas Segment
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Revenues
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$
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601.1
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$
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684.1
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$
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745.0
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Cost of sales
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(208.8
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)
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(199.2
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(264.5
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)
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Total gross operating margin
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$
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392.3
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$
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484.9
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$
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480.5
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Oklahoma Segment
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Revenues
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$
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1,181.1
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$
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1,299.8
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$
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874.8
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Cost of sales
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(627.0
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)
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(743.6
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(523.0
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)
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Total gross operating margin
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$
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554.1
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$
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556.2
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$
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351.8
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Louisiana Segment
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Revenues
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$
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2,622.8
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$
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3,788.4
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$
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3,182.2
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Cost of sales
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(2,181.6
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)
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(3,365.7
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)
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(2,800.9
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)
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Total gross operating margin
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$
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441.2
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$
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422.7
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$
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381.3
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Corporate Segment
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Revenues
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$
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(894.4
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)
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$
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(1,103.6
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)
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$
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(859.6
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)
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Cost of sales
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908.8
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1,108.8
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855.4
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Total gross operating margin
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$
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14.4
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$
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5.2
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$
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(4.2
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Total
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Revenues
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$
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6,052.9
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$
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7,699.0
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$
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5,739.6
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Cost of sales
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(4,392.5
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)
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(6,008.0
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)
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(4,361.5
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)
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Total gross operating margin
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$
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1,660.4
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$
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1,691.0
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$
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1,378.1
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Midstream Volumes:
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Permian Segment
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Gathering and Transportation (MMBtu/d)
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723,400
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521,900
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361,200
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Processing (MMBtu/d)
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771,400
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531,700
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385,000
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Crude Oil Handling (Bbls/d)
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132,000
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124,300
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91,800
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North Texas Segment
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Gathering and Transportation (MMBtu/d)
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1,651,900
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1,733,900
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1,901,700
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Processing (MMBtu/d)
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750,500
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747,400
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799,400
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Oklahoma Segment
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Gathering and Transportation (MMBtu/d)
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1,302,200
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1,204,700
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829,300
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Processing (MMBtu/d)
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1,276,700
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1,195,300
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810,300
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Crude Oil Handling (Bbls/d)
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47,300
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15,700
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—
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Louisiana Segment
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Gathering and Transportation (MMBtu/d)
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2,050,000
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2,196,200
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1,995,800
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Processing (MMBtu/d)
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400,200
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431,200
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453,300
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Crude Oil Handling (Bbls/d)
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18,900
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15,400
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16,400
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NGL Fractionation (Gals/d)
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7,341,700
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6,584,400
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5,772,800
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Brine Disposal (Bbls/d)
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2,700
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3,200
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|
|
4,200
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Year Ended December 31, 2019 Compared to Year Ended December 31, 2018
Gross Operating Margin. Gross operating margin was $1,660.4 million for the year ended December 31, 2019 compared to $1,691.0 million for the year ended December 31, 2018, a decrease of $30.6 million, or 1.8%, due to the following:
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Permian Segment. Gross operating margin in the Permian segment increased $36.4 million, which was primarily due to a $43.4 million increase in gross operating margin due to higher volumes on our Permian gas assets from continued development by our customers, including $26.7 million from our Delaware Basin assets, and $16.7 million from our Midland Basin assets. This increase was partially offset by a $7.0 million decrease in gross operating margin from our Permian crude assets, which was due to a $5.4 million decrease in gross operating margin from our South Texas assets due to an MVC expiration in July 2019 and a $4.5 million decrease in gross operating margin associated with our physical crude marketing arrangements partially offset by a $2.9 million increase in gross operating margin from our Midland and Delaware Basins crude assets. We manage our exposure to crude price fluctuations in our physical crude marketing arrangements through various derivative arrangements, which primarily relate to our Permian segment. The timing of our realization of the gains or losses from these crude derivative arrangements may not occur in the same period as the corresponding physical crude marketing transaction, and all associated gains and losses from the derivative arrangements are reflected in our Corporate segment.
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North Texas Segment. Gross operating margin in the North Texas segment decreased $92.6 million, which was primarily due to the January 1, 2019 expiration of Devon’s obligations related to MVCs on our North Texas assets and normal volume declines due to limited new drilling in the region. Shortfall revenue from the Devon-related MVCs was $84.3 million for the year ended December 31, 2018.
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Oklahoma Segment. Gross operating margin in the Oklahoma segment decreased $2.1 million. Gross operating margin from our Oklahoma assets increased $43.4 million, which was primarily due to higher volumes from continued development by our customers, with $20.4 million contributed by our Oklahoma gas assets and $23.0 million contributed by our Oklahoma crude assets. These increases in gross operating margin for the year ended December 31, 2019 derived from our Oklahoma assets were offset by the recognition of $45.5 million in revenue from a contract restructuring with White Star during the year ended December 31, 2018.
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Louisiana Segment. Gross operating margin in the Louisiana segment increased $18.5 million. Gross operating margin from our NGL assets increased by $40.4 million primarily due to higher volumes with the completion of the Cajun-Sibon pipeline expansion in April 2019. Our ORV crude assets contributed an increase of $1.1 million primarily due to higher volumes. These increases were partially offset by a decrease of $23.0 million from our Louisiana gas business, primarily due to a $14.6 million decrease from a less favorable processing environment for our Louisiana gas plants and an $8.4 million decrease in our Louisiana gas transportation business due to the expiration of certain firm transportation contracts and decreased volumes during the same period.
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Corporate Segment. Gross operating margin in the Corporate segment increased $9.2 million, which was primarily due to the changes in fair value of our commodity swaps between the periods as summarized below (in millions):
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Year Ended December 31,
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2019
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2018
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Realized swaps:
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Crude swaps
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$
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11.7
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$
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(0.3
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)
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NGL swaps
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6.5
|
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(3.2
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)
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Gas swaps
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(3.7
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)
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(1.4
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)
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Realized gain (loss) on derivatives
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14.5
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(4.9
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)
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Unrealized swaps:
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Crude swaps
|
|
(0.3
|
)
|
|
7.0
|
|
NGL swaps
|
|
(3.5
|
)
|
|
8.3
|
|
Gas swaps
|
|
3.7
|
|
|
(5.2
|
)
|
Change in fair value of derivatives
|
|
(0.1
|
)
|
|
10.1
|
|
|
|
|
|
|
Gain on derivative activity
|
|
$
|
14.4
|
|
|
$
|
5.2
|
|
Certain gathering and processing agreements provide for quarterly or annual MVCs, including MVCs from Devon. Under these agreements, our customers agree to ship and/or process a minimum volume of commodity on our systems over an agreed time period. If a customer 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 commodity volumes and the MVC for that period. Some of these agreements also contain make-up right provisions that allow a customer 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.
Revenue recorded for the shortfall between actual product volumes and the MVCs were as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Permian
|
|
North Texas
|
|
Oklahoma
|
|
Total
|
Year Ended December 31, 2019
|
|
|
|
|
|
|
|
|
Midstream services
|
|
$
|
9.4
|
|
|
$
|
—
|
|
|
$
|
10.3
|
|
|
$
|
19.7
|
|
Total
|
|
$
|
9.4
|
|
|
$
|
—
|
|
|
$
|
10.3
|
|
|
$
|
19.7
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
|
Midstream services (1)
|
|
$
|
5.2
|
|
|
$
|
41.0
|
|
|
$
|
53.4
|
|
|
$
|
99.6
|
|
Midstream services—related parties
|
|
6.3
|
|
|
43.3
|
|
|
1.2
|
|
|
50.8
|
|
Total
|
|
$
|
11.5
|
|
|
$
|
84.3
|
|
|
$
|
54.6
|
|
|
$
|
150.4
|
|
____________________________
|
|
(1)
|
We restructured a natural gas gathering and processing contract that contained MVCs. As a result, we recognized $45.5 million of midstream services revenue in the Oklahoma segment for the year ended December 31, 2018. For more information, see “Item 8. Financial Statements and Supplementary Data—Note 2.”
|
On January 1, 2019, certain MVCs related to gathering and processing agreements with Devon for operations in the North Texas and Oklahoma segments expired. These MVCs generated $85.5 million in shortfall revenue for the year ended December 31, 2018. On July 31, 2019, an MVC related to a transportation services agreement with Devon for operations in the Permian segment expired. This MVC generated $9.4 million and $11.5 million in shortfall revenue for the years ended December 31, 2019 and 2018, respectively. For the year ended December 31, 2019, our MVC revenue in the Oklahoma segment was generated from a gathering and processing arrangement with Devon which expires in 2030, with the MVC provision under the agreement expiring in December 2020. This MVC generated $10.3 million in shortfall revenue for the year ended December 31, 2019. In 2020, this expiring MVC agreement is projected to generate approximately $55-$65 million in shortfall revenue.
Operating Expenses. Operating expenses were $467.1 million for the year ended December 31, 2019 compared to $453.4 million for the year ended December 31, 2018, an increase of $13.7 million, or 3.0%. The primary contributors to the total increase by segment were as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
Change
|
|
2019
|
|
2018
|
|
$
|
|
%
|
Permian Segment
|
$
|
112.9
|
|
|
$
|
96.1
|
|
|
$
|
16.8
|
|
|
17.5
|
%
|
North Texas Segment
|
102.9
|
|
|
112.7
|
|
|
(9.8
|
)
|
|
(8.7
|
)%
|
Oklahoma Segment
|
104.0
|
|
|
90.3
|
|
|
13.7
|
|
|
15.2
|
%
|
Louisiana Segment
|
147.3
|
|
|
154.3
|
|
|
(7.0
|
)
|
|
(4.5
|
)%
|
Total
|
$
|
467.1
|
|
|
$
|
453.4
|
|
|
$
|
13.7
|
|
|
3.0
|
%
|
|
|
•
|
Permian Segment. Operating expenses in the Permian segment increased $16.8 million primarily due to expanded operations and higher utilities expense, bulk purchases of materials and supplies, construction fees and services, and compressor rentals.
|
|
|
•
|
North Texas Segment. Operating expenses in the North Texas segment decreased $9.8 million primarily due to decreased compressor rentals, compressor overhauls, and labor and benefits costs.
|
|
|
•
|
Oklahoma Segment. Operating expenses in the Oklahoma segment increased $13.7 million primarily due to expanded operations with increases in utilities, equipment rentals, compression operations and maintenance, and labor and benefits costs.
|
|
|
•
|
Louisiana Segment. Operating expenses in the Louisiana segment decreased $7.0 million primarily due to reduced materials and supplies expenses, labor and benefits costs, and compression rentals partially offset by increased equipment rental and utility costs.
|
General and Administrative Expenses. General and administrative expenses were $139.2 million for the year ended December 31, 2019 compared to $130.2 million for the year ended December 31, 2018, an increase of $9.0 million, or 6.9%. The primary contributors to the increase were as follows:
|
|
•
|
Fees and services expense increased $4.6 million, which was primarily due to increased software consulting and legal fees.
|
|
|
•
|
Other office expense increased $2.9 million, which was primarily due to a reduction of expense allocation to ENLC as a result of the Merger, which closed during the first quarter of 2019.
|
|
|
•
|
Unit-based compensation expense increased $2.5 million, which was primarily due to increased bonus expense and accelerated vesting of units related to an executive departure in the third quarter of 2019. This increase was partially offset by accelerated vesting of units related to the GIP Transaction during 2018.
|
|
|
•
|
Labor and benefits costs decreased $0.7 million. Labor and benefit costs for the year ended December 31, 2019 included severance costs of $7.0 million, driven by an executive departure and a reduction in workforce, compared to $3.0 million in severance costs for the year ended December 31, 2018. The $4.0 million increase in severance costs between years was offset by a decrease in bonus expense of $5.5 million.
|
|
|
•
|
Transaction costs decreased $1.0 million, which was primarily due to costs incurred related to the Merger, which closed during the first quarter of 2019, compared to the costs of transactions related to the GIP Transaction, which closed during 2018.
|
Depreciation and Amortization. Depreciation and amortization expenses were $617.0 million for the year ended December 31, 2019 compared to $577.3 million for the year ended December 31, 2018, an increase of $39.7 million, or 6.9%. This increase was primarily due to increased depreciation of $32.5 million attributable to new assets placed into service in key growth areas, including the Thunderbird Plant, the expansion of the Lobo III cryogenic gas processing plant, the Cajun-Sibon NGL pipeline, Avenger, the Black Coyote crude oil gathering system, and well connections in Oklahoma. Additionally, depreciation increased by $18.3 million primarily due to retirements and reductions in our estimated useful lives of certain assets primarily located in the Texas and Louisiana segments. These increases were partially offset by a $11.1 million decrease
in depreciation during 2019 resulting from an impairment of the carrying value of certain non-core crude pipeline assets during 2018.
Impairments. Impairment expense was $198.2 million for the year ended December 31, 2019, which was primarily related to $190.3 million of recognized goodwill impairment for our Oklahoma reporting unit. We also recorded a $7.9 million impairment on property and equipment related to certain decommissioned and removed non-core assets. For the year ended December 31, 2018, we recognized impairments on property and equipment related to the carrying values of certain non-core natural gas assets in the Louisiana segment of $24.6 million and $109.2 million related to non-core crude pipeline assets in the Permian segment. In addition, we recognized goodwill impairments for our North Texas and Permian reporting units of $202.7 million and $29.3 million, respectively. See “Item 8. Financial Statements and Supplementary Data—Note 3” for additional information about our goodwill impairments.
Loss on secured term loan receivable. We have recorded a $52.9 million loss in our consolidated statement of operations for the year ended December 31, 2019 related to the write-off of the White Star secured term loan receivable. For additional information regarding this transaction, refer to “Item 8. Financial Statements and Supplementary Data—Note 2.”
Interest Expense. Interest expense was $215.7 million for the year ended December 31, 2019 compared to $178.3 million for the year ended December 31, 2018, an increase of $37.4 million, or 21.0%. Net interest expense consisted of the following (in millions):
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2019
|
|
2018
|
Senior notes
|
$
|
151.8
|
|
|
$
|
160.0
|
|
Related Party Debt
|
66.0
|
|
|
—
|
|
Term Loan
|
—
|
|
|
1.9
|
|
ENLK Credit Facility
|
0.3
|
|
|
22.3
|
|
Capitalized interest
|
(5.8
|
)
|
|
(7.0
|
)
|
Amortization of debt issuance costs and net discount
|
4.9
|
|
|
4.0
|
|
Other
|
(1.5
|
)
|
|
(2.9
|
)
|
Total interest expense, net of interest income
|
$
|
215.7
|
|
|
$
|
178.3
|
|
Income (loss) from Unconsolidated Affiliate Investments. Loss from unconsolidated affiliate investments was $16.8 million for the year ended December 31, 2019 compared to income of $13.3 million for the year ended December 31, 2018, a decrease in income of $30.1 million. The reduction in income was primarily due to a $31.4 million impairment of the carrying value of the Cedar Cove JV, as we determined that the carrying value of our investment was not recoverable based on the forecasted cash flows from the Cedar Cove JV.
Year Ended December 31, 2018 Compared to Year Ended December 31, 2017
We have recast the segment information for the years ended December 31, 2018 and December 31, 2017 to conform to the current period presentation.
Gross Operating Margin. Gross operating margin was $1,691.0 million for the year ended December 31, 2018 compared to $1,378.1 million for the year ended December 31, 2017, an increase of $312.9 million, or 22.7%, due to the following:
|
|
•
|
Permian Segment. Gross operating margin in the Permian segment increased $53.3 million, which was primarily due to a $42.7 million increase from our Permian Basin processing assets as a result of higher volumes due to continued development by our customers. In addition, there was a $5.9 million increase from our Permian Basin crude business as a result of increased trucking volumes, higher trucking fees, higher volumes due to continued expansion of our customer base on the Greater Chickadee gathering system, and the start of initial operations of Avenger and $2.3 million due to higher volumes on VEX.
|
|
|
•
|
North Texas Segment. Gross operating margin in the North Texas segment increased $4.4 million, which was primarily due to an increase in processing, gathering, and transmission volumes associated with new development in the Barnett
|
Shale. For the year ended December 31, 2018, the shortfall revenue from Devon-related MVCs was $84.3 million compared to $59.2 million for the year ended December 31, 2017.
|
|
•
|
Oklahoma Segment. Gross operating margin in the Oklahoma segment increased $204.4 million, which was primarily due to a $156.3 million increase from higher volumes as a result of continued development by our customers. In addition, during the year ended December 31, 2018, we restructured a contract with a customer, which resulted in the recognition of $45.5 million in revenue for the year ended December 31, 2018 (as discussed in “Item 8. Financial Statements and Supplementary Data—Note 2”). Additionally, gross operating margin increased $2.5 million from the start of initial operations of our Central Oklahoma crude oil gathering systems and trucking business. For the year ended December 31, 2018, the shortfall revenue from Devon-related MVCs was $1.2 million compared to $13.8 million for the year ended December 31, 2017.
|
|
|
•
|
Louisiana Segment. Gross operating margin in the Louisiana segment increased $41.4 million, which was primarily due to a $29.0 million increase in our NGL transmission and fractionation gross operating margin due to additional NGL volumes received from our Oklahoma and Permian Basin assets and fees earned from the start-up of our Ascension JV assets in April 2017. In addition, there was a $14.9 million increase from ORV due to higher condensate stabilization volumes and improved margins from contract renegotiations.
|
|
|
•
|
Corporate Segment. Gross operating margin in the Corporate segment increased $9.4 million, due to the changes in fair value of our commodity swaps between the periods. For the year ended December 31, 2018, there were realized losses of $4.9 million that were offset by unrealized gains of $10.1 million. For the year ended December 31, 2017, there were realized losses of $8.9 million that were partially offset by unrealized gains of $4.7 million.
|
Revenue recorded for the shortfall between actual product volumes and the MVCs were as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Permian
|
|
North Texas
|
|
Oklahoma
|
|
Total
|
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
Midstream services (1)
|
$
|
5.2
|
|
|
$
|
41.0
|
|
|
$
|
53.4
|
|
|
$
|
99.6
|
|
Midstream services—related parties
|
6.3
|
|
|
43.3
|
|
|
1.2
|
|
|
50.8
|
|
Total
|
$
|
11.5
|
|
|
$
|
84.3
|
|
|
$
|
54.6
|
|
|
$
|
150.4
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
Midstream services
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
16.1
|
|
|
$
|
16.9
|
|
Midstream services—related parties
|
8.9
|
|
|
59.2
|
|
|
13.8
|
|
|
81.9
|
|
Total
|
$
|
8.9
|
|
|
$
|
60.0
|
|
|
$
|
29.9
|
|
|
$
|
98.8
|
|
____________________________
|
|
(1)
|
We restructured a natural gas gathering and processing contract that contained MVCs. As a result, we recognized $45.5 million of midstream services revenue in the Oklahoma segment for the year ended December 31, 2018. For more information, see “Item 8. Financial Statements and Supplementary Data—Note 2.”
|
Operating Expenses. Operating expenses were $453.4 million for the year ended December 31, 2018 compared to $418.7 million for the year ended December 31, 2017, an increase of $34.7 million, or 8.3%. The primary contributors to the total increase by segment were as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
Change
|
|
2018
|
|
2017
|
|
$
|
|
%
|
Permian Segment
|
$
|
96.1
|
|
|
$
|
85.1
|
|
|
$
|
11.0
|
|
|
12.9
|
%
|
North Texas Segment
|
112.7
|
|
|
121.8
|
|
|
(9.1
|
)
|
|
(7.5
|
)%
|
Oklahoma Segment
|
90.3
|
|
|
64.6
|
|
|
25.7
|
|
|
39.8
|
%
|
Louisiana Segment
|
154.3
|
|
|
147.2
|
|
|
7.1
|
|
|
4.8
|
%
|
Total
|
$
|
453.4
|
|
|
$
|
418.7
|
|
|
$
|
34.7
|
|
|
8.3
|
%
|
|
|
•
|
Permian Segment. Operating expenses in the Permian segment increased $11.0 million primarily due to expanded operations and higher utilities expense.
|
|
|
•
|
North Texas Segment. Operating expenses in the North Texas segment decreased $9.1 million primarily due to decreases in materials and supplies, equipment rentals, and operational fees and services.
|
|
|
•
|
Oklahoma Segment. Operating expenses in the Oklahoma segment increased $25.7 million primarily due to labor and benefit expenses from increased headcount, as well as an increase in materials and supplies, operational fees and services, treater rentals, ad valorem tax, and compression service expenses as a result of expanded operations.
|
|
|
•
|
Louisiana Segment. Operating expenses in the Louisiana segment increased $7.1 million primarily due to increased utilities, operational fees and services, labor and benefits charges, and materials and supplies expenses as a result of the start-up of the Ascension JV in April 2017 and higher volumes across our Louisiana assets.
|
Impairments. Impairment expense was $365.8 million for the year ended December 31, 2018, compared to impairment expense of $17.1 million for the year ended December 31, 2017, an increase of $348.7 million. For the year ended December 31, 2018, we recognized impairments on property and equipment related to the carrying values of certain non-core natural gas assets in the Louisiana segment of $24.6 million and $109.2 million related to non-core crude pipeline assets in the Permian segment. In addition, we recognized goodwill impairments for our North Texas and Permian reporting units of $202.7 million and $29.3 million, respectively. For the year ended December 31, 2017, we recognized a $17.1 million impairment on property and equipment, which related to the carrying values of rights-of-way that we are no longer using and an abandoned brine disposal well. See “Item 8. Financial Statements and Supplementary Data—Note 3” for additional information.
Critical Accounting Policies
The selection and application of accounting policies is an important process that has developed as our business activities have evolved and as the accounting rules have developed. Accounting rules generally do not involve a selection among alternatives but involve an interpretation and implementation of existing rules and the use of judgment to the specific set of circumstances existing in our business. Compliance with the rules involves reducing a number of very subjective judgments to a quantifiable accounting entry or valuation. We make every effort to properly comply with all applicable rules on or before their adoption, and we believe the proper implementation and consistent application of the accounting rules is critical.
Our critical accounting policies are discussed below. See “Item 8. Financial Statements and Supplementary Data—Note 2” for further details on our accounting policies and future accounting standards to be adopted.
Impairment of Long-Lived Assets
In accordance with ASC 360, Property, Plant, and Equipment, we evaluate long-lived assets, including related intangible assets, of identifiable business activities for potential impairment annually in the fourth quarter, and whenever events or changes in circumstances indicate that their carrying value may not be recoverable. The carrying amount of a long-lived asset is not recoverable when it exceeds the undiscounted sum of the future cash flows expected to result from the use and eventual disposition of the asset. Estimates of expected future cash flows represent management’s best estimate based on reasonable and supportable assumptions. When the carrying amount of a long-lived asset is not recoverable, an impairment is recognized equal to the excess of the asset’s carrying value over its fair value, which is based on inputs that are not observable in the market, and thus represent Level 3 inputs. For additional information about our long-lived asset impairment tests, refer to “Item 8. Financial Statements and Supplementary Data—Note 2.”
For the year ended December 31, 2019, we recognized a $7.9 million impairment on property and equipment related to certain decommissioned and removed non-core assets.
For the year ended December 31, 2018, we determined that the undiscounted cash flows for two of our assets were not in excess of their carrying values. We estimated the fair values of these assets and determined that their fair values were not in excess of their carrying values, which resulted in impairments on property and equipment of $24.6 million related to certain non-core natural gas pipeline assets in the Louisiana segment and $109.2 million related to non-core crude pipeline assets in the Permian segment.
Impairment of Goodwill
Goodwill is the cost of an acquisition less the fair value of the net identifiable assets of the acquired business. The fair value of goodwill is based on inputs that are not observable in the market and thus represent Level 3 inputs. We evaluate goodwill for impairment annually as of October 31 and whenever events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount. We first assess qualitative factors to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as the basis for determining whether it is necessary to perform a goodwill impairment test. We may elect to perform a goodwill impairment test without completing a qualitative assessment.
For additional information about our goodwill impairment tests, refer to “Item 8. Financial Statements and Supplementary Data—Note 3.”
Goodwill Impairment Analysis for the Year Ended December 31, 2019
During the fourth quarter of 2019, we performed a quantitative analysis as of October 31, 2019 for our annual goodwill impairment test. Subsequent to October 31, 2019, we determined that due to a significant decline in ENLC’s common unit price and the expected reduction in ENLC’s cash distribution paid to common unitholders, which was announced in January 2020, a change in circumstances had occurred that warranted an additional quantitative impairment test. We recorded a goodwill impairment loss of $190.3 million on our Oklahoma reporting unit. This amount is included in impairments in the consolidated statement of operations for the year ended December 31, 2019.
Goodwill Impairment Analysis for the Year Ended December 31, 2018
During our annual goodwill impairment test for 2018, which was performed as of October 31, 2018, we determined, based upon our qualitative assessment, that no impairments of goodwill were required as of that date. However, subsequent to October 31, 2018, we determined that due to a significant decline in our unit price, a change in circumstances had occurred that warranted a quantitative impairment test. Based on this triggering event, we performed a quantitative goodwill impairment analysis as of December 31, 2018. Based on this analysis, a goodwill impairment loss for our Permian and North Texas reporting units in the amounts of $29.3 million and $202.7 million, respectively, was recognized in the fourth quarter of 2018 and is included in impairments in the consolidated statement of operations for the year ended December 31, 2018.
We concluded that the fair value of our Oklahoma and Corporate reporting units exceeded their carrying values, and the amounts of goodwill disclosed on the consolidated balance sheet associated with these reporting units were recoverable. Therefore, no goodwill impairment was identified or recorded for these reporting units as a result of our quantitative impairment test.
Liquidity and Capital Resources
Cash Flows from Operating Activities. Net cash provided by operating activities was $984.5 million and $856.8 million for the years ended December 31, 2019 and 2018, respectively. Operating cash flows and changes in working capital for comparative periods were as follows (in millions):
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2019
|
|
2018
|
Operating cash flows before working capital
|
$
|
899.8
|
|
|
$
|
928.2
|
|
Changes in working capital
|
84.7
|
|
|
(71.4
|
)
|
Operating cash flows before changes in working capital decreased $28.4 million for the year ended December 31, 2019 compared to the year ended December 31, 2018. The primary contributors to the decrease in operating cash flows were as follows:
|
|
•
|
General and administrative expenses excluding unit-based compensation increased $6.5 million, primarily due to higher transaction costs related to the Merger in January 2019. For more information, see “Results of Operations.”
|
|
|
•
|
Operating expenses excluding unit-based compensation increased $17.7 million primarily due to expanded operations. For more information, see “Results of Operations.”
|
|
|
•
|
Interest expense, excluding amortization of debt issue costs and net discounts, increased $36.5 million.
|
These changes to operating cash flows were partially offset by a $25.1 million increase in gross operating margin, excluding unrealized gains and losses on derivative activity and excluding non-cash revenue recognized from the restructuring of a contract (as discussed in “Item 8. Financial Statements and Supplementary Data—Note 2”).
The changes in working capital for the years ended December 31, 2019 and 2018 were primarily due to fluctuations in trade receivable and payable balances due to timing of collection and payments, changes in inventory balances attributable to normal operating fluctuations, and fluctuations in accrued revenue and accrued cost of sales.
Cash Flows from Investing Activities. Net cash used in investing activities was $741.5 million and $826.3 million for the years ended December 31, 2019 and 2018, respectively. Our primary investing cash flows were as follows (in millions):
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2019
|
|
2018
|
Growth capital expenditures
|
$
|
(709.0
|
)
|
|
$
|
(800.3
|
)
|
Maintenance capital expenditures
|
(45.9
|
)
|
|
(42.8
|
)
|
Proceeds from sale of property
|
14.3
|
|
|
1.9
|
|
Growth capital expenditures decreased $91.3 million for the year ended December 31, 2019 compared to the year ended December 31, 2018. The decrease was primarily due to lower overall growth capital expenditures due to the completion of Avenger and the Lobo III gas processing plant in the Delaware Basin in 2018, compared to the capital expenditures in 2019 related to the Lobo III cryogenic gas processing plant expansion, the Thunderbird Plant, the expansion of the Cajun-Sibon NGL pipeline, and the expansion of the Riptide processing plant.
Maintenance capital expenditures increased by $3.1 million for the year ended December 31, 2019 compared to the year ended December 31, 2018. This increase was primarily due to larger asset bases year-over-year and the timing of expenditures.
Proceeds from the sale of assets increased $12.4 million for the year ended December 31, 2019 compared to the year ended December 31, 2018, primarily due to the sale of certain non-core assets during 2019.
Cash Flows from Financing Activities. Net cash used in financing activities was $265.1 million for the year ended December 31, 2019. Net cash provided by financing activities was $38.2 million for the year ended December 31, 2018. Our primary financing activities consisted of the following (in millions):
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2019
|
|
2018
|
Net borrowings on related party debt
|
$
|
850.0
|
|
|
$
|
—
|
|
Unsecured senior notes repayments
|
(400.0
|
)
|
|
—
|
|
Proceeds from the Term Loan
|
—
|
|
|
850.0
|
|
Proceeds from issuance of common units
|
—
|
|
|
46.1
|
|
Payment of installment payable for EOGP acquisition
|
—
|
|
|
(250.0
|
)
|
Contributions by non-controlling partners (1)
|
97.5
|
|
|
156.4
|
|
Distributions to non-controlling interests (2)
|
(24.1
|
)
|
|
(54.5
|
)
|
Distributions to common units (3)
|
(667.0
|
)
|
|
(551.6
|
)
|
Distribution to general partner interest (including incentive distribution rights) (4)
|
(15.6
|
)
|
|
(61.9
|
)
|
Distributions to Series B Preferred unitholders (5)
|
(67.4
|
)
|
|
(65.0
|
)
|
Distributions to Series C Preferred unitholders (5)
|
(24.0
|
)
|
|
(24.0
|
)
|
____________________________
|
|
(1)
|
Represents contributions from NGP to the Delaware Basin JV of $97.5 million and $90.5 million for the years ended December 31, 2019 and 2018, respectively. Represents contributions from ENLC to EOGP of $66.2 million for the year ended December 31, 2018.
|
|
|
(2)
|
Represents distributions to NGP for its ownership in the Delaware Basin JV and distributions to Marathon Petroleum Corporation for its ownership in the Ascension JV for the years December 31, 2019 and 2018. Includes distributions to ENLC for its ownership in EOGP for the year ended December 31, 2018.
|
|
|
(3)
|
Subsequent to the closing of the Merger, we no longer have publicly held common units. ENLC owns all of our outstanding common units and we make quarterly distributions to ENLC related to its ownership of our common units.
|
|
|
(4)
|
At the closing of the Merger, our general partner’s incentive distribution rights were eliminated.
|
|
|
(5)
|
See “Item 8. Financial Statements and Supplementary Data—Note 8” for information on distributions to holders of the Series B Preferred Units and Series C Preferred Units.
|
Related party debt includes borrowings under the Consolidated Credit Facility, the Term Loan, and ENLC’s 5.375% senior unsecured notes due 2029 to fund the operations and growth capital expenditures of ENLK through a related party arrangement with ENLC. See “Item 8. Financial Statements and Supplementary Data—Note 6” for additional information.
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 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. 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.
On December 11, 2018, we entered into a Term Loan due December 11, 2021, and used the net proceeds to repay borrowings under the ENLK Credit Facility. At the closing of the Merger, ENLC assumed the Term Loan, and we became a guarantor of ENLC’s obligations under the Term Loan. Also, at the closing of the Merger, the ENLK Credit Facility was terminated and we became a guarantor of the Consolidated Credit Facility. See “Item 8. Financial Statements and Supplementary Data—Note 6” for additional information.
For the year ended December 31, 2018, we sold an aggregate of 2.6 million common units under the 2017 EDA, generating proceeds of $46.1 million (net of $0.5 million of commissions paid to the ENLK Sales Agents). We used the net proceeds for general partnership purposes. In connection with the announcement of the Merger, we suspended solicitation and offers under the 2017 EDA. Following the consummation of the Merger, the 2017 EDA was terminated.
For the year ended December 31, 2018, we made the final $250.0 million payment under the installment payable obligation related to the EOGP acquisition.
Uncertainties. Our operations could be subject to changing environmental rules and regulations, the outcomes of which are currently unknown. See “Item 1. Business—Environmental Matters” for additional information.
Capital Requirements. We consider a number of factors in determining whether our capital expenditures are growth capital expenditures or maintenance capital expenditures. Growth capital expenditures generally include capital expenditures made for acquisitions or capital improvements that we expect will increase our asset base, operating income, or operating capacity over the long-term. Examples of growth capital expenditures include the acquisition of assets and the construction or development of additional pipeline, storage, well connections, gathering, or processing assets, in each case, to the extent such capital expenditures are expected to expand our asset base, operating capacity, or our operating income.
Maintenance capital expenditures include capital expenditures made to replace partially or fully depreciated assets in order to maintain the existing operating capacity of the assets and to extend their useful lives. Examples of maintenance capital expenditures are expenditures to refurbish and replace pipelines, gathering assets, well connections, compression assets, and processing assets up to their original operating capacity, or to maintain pipeline and equipment reliability, integrity, and safety and to address environmental laws and regulations.
We expect our 2020 growth capital expenditures, including capital contributions to our unconsolidated affiliate investments, to be approximately $275 million to $375 million, which is net of approximately $60 million to $80 million from our joint venture partners. We expect our 2020 maintenance capital expenditures to be $40 million to $50 million. Our primary capital projects for 2020 include the construction of the Tiger Plant in the Delaware Basin and continued development of our existing systems. See “Recent Developments” for further details.
We expect to fund growth capital expenditures from operating cash flows and capital contributions by joint venture partners that relate to the non-controlling interest share of our consolidated entities. We expect to fund our maintenance capital expenditures from operating cash flows. In 2020, it is possible that not all of our planned projects will be commenced or completed. Our ability to pay distributions to our unitholders, to fund planned capital expenditures, and to make acquisitions will depend upon our future operating performance, which will be affected by prevailing economic conditions in the industry, financial, business, and other factors, some of which are beyond our control.
Off-Balance Sheet Arrangements. We had no off-balance sheet arrangements as of December 31, 2019 and 2018.
Total Contractual Cash Obligations. A summary of our total contractual cash obligations as of December 31, 2019 is as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period
|
|
Total
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
Long-term debt obligations
|
$
|
3,100.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
550.0
|
|
|
$
|
2,550.0
|
|
Related party debt
|
1,700.0
|
|
|
—
|
|
|
850.0
|
|
|
—
|
|
|
—
|
|
|
350.0
|
|
|
500.0
|
|
Interest payable on fixed long-term debt obligations
|
2,514.1
|
|
|
176.0
|
|
|
176.0
|
|
|
176.0
|
|
|
176.0
|
|
|
163.9
|
|
|
1,646.2
|
|
Operating lease obligations
|
141.2
|
|
|
25.0
|
|
|
18.7
|
|
|
11.7
|
|
|
9.7
|
|
|
9.1
|
|
|
67.0
|
|
Purchase obligations
|
21.2
|
|
|
21.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Pipeline and trucking capacity and deficiency agreements (1)
|
191.9
|
|
|
39.4
|
|
|
37.7
|
|
|
31.8
|
|
|
28.1
|
|
|
19.0
|
|
|
35.9
|
|
Inactive easement commitment (2)
|
10.0
|
|
|
—
|
|
|
—
|
|
|
10.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total contractual obligations
|
$
|
7,678.4
|
|
|
$
|
261.6
|
|
|
$
|
1,082.4
|
|
|
$
|
229.5
|
|
|
$
|
213.8
|
|
|
$
|
1,092.0
|
|
|
$
|
4,799.1
|
|
____________________________
|
|
(1)
|
Consists of pipeline capacity payments for firm transportation and deficiency agreements.
|
|
|
(2)
|
Amounts related to inactive easements paid as utilized by us with balance due in 2022 if not utilized.
|
The above table does not include any physical or financial contract purchase commitments for natural gas and NGLs due to the nature of both the price and volume components of such purchases, which vary on a daily or monthly basis. Additionally, we do not have contractual commitments for fixed price and/or fixed quantities of any material amount that is not already disclosed in the table above.
The interest payable under the related party debt related to the Consolidated Credit Facility and the Term Loan are not reflected in the above table because such amounts depend on the outstanding balances and interest rates of the Consolidated Credit Facility and the Term Loan, which vary from time to time.
Our contractual cash obligations for 2020 are expected to be funded from cash flows generated from our operations.
Indebtedness
We have a related party debt arrangement with ENLC to fund the operations and growth capital expenditures of ENLK. Interest charged to ENLK for borrowings made through the related party arrangement is substantially the same as interest charged to ENLC on borrowings from third party lenders. The indebtedness under ENLC's 5.375% senior unsecured notes due June 1, 2029, the Consolidated Credit Facility, and the Term Loan was incurred by ENLC but is guaranteed by ENLK. Therefore, the covenants in the agreements governing such indebtedness described in “Item 8. Financial Statements and Supplementary Data—Note 6” affect balances owed by ENLK on the related party debt. As of December 31, 2019, we have $500.0 million in aggregate principal amount of indebtedness through the related party debt arrangement with ENLC relating to ENLC’s 5.375% unsecured senior notes due 2029.
In addition, as of December 31, 2019, we have $3.1 billion in aggregate principal amount of outstanding unsecured senior notes maturing from 2024 to 2047.
See “Item 8. Financial Statements and Supplementary Data—Note 6” for more information on our outstanding debt instruments.
Credit Risk
Risks of nonpayment and nonperformance by our customers are a major concern in our business. We are subject to risks of loss resulting from nonpayment or nonperformance by our customers and other counterparties, such as our lenders and hedging counterparties. Any increase in the nonpayment and nonperformance by our customers could adversely affect our results of operations and reduce our ability to make distributions to our unitholders.
Inflation
Inflation in the United States has been relatively low in recent years in the economy as a whole. The midstream natural gas industry’s labor and material costs remained relatively unchanged in 2018 and 2019. Although the impact of inflation has been insignificant in recent years, it is still a factor in the United States economy and may increase the cost to acquire or replace property and equipment and may increase the costs of labor and supplies. To the extent permitted by competition, regulation, and our existing agreements, we have and will continue to pass along increased costs to our customers in the form of higher fees.
Environmental
Our operations are subject to environmental laws and regulations adopted by various governmental authorities in the jurisdictions in which these operations are conducted. We believe we are in material compliance with all applicable laws and regulations. For a more complete discussion of the environmental laws and regulations that impact us, see “Item 1. Business—Environmental Matters.”
Contingencies
See “Item 8. Financial Statements and Supplementary Data—Note 13.”
Recent Accounting Pronouncements
See “Item 8. Financial Statements and Supplementary Data—Note 2” for more information on recently issued and adopted accounting pronouncements.
Disclosure Regarding Forward-Looking Statements
This Annual Report on Form 10-K contains forward-looking statements within the meaning of the federal securities laws. Although these statements reflect the current views, assumptions and expectations of our management, the matters addressed herein involve certain assumptions, risks and uncertainties that could cause actual activities, performance, outcomes and results to differ materially from those indicated herein. Therefore, you should not rely on any of these forward-looking statements. All statements, other than statements of historical fact, included in this Annual Report constitute forward-looking statements,
including but not limited to statements identified by the words “forecast,” “may,” “believe,” “will,” “should,” “plan,” “predict,” “anticipate,” “intend,” “estimate,” “expect,” “continue,” and similar expressions. Such forward-looking statements include, but are not limited to, statements about when additional capacity will be operational, timing for completion of construction or expansion projects, results in certain basins, profitability, financial metrics, operating efficiencies and other benefits of cost savings or operational initiatives, our future capital structure and credit ratings, objectives, strategies, expectations, and intentions, and other statements that are not historical facts. Factors that could result in such differences or otherwise materially affect our financial condition, results of operation, or cash flows, include, without limitation, (a) potential conflicts of interest of GIP with us and the potential for GIP to favor GIP’s own interests to the detriment of our unitholders, (b) GIP’s ability to compete with us and the fact that it is not required to offer us the opportunity to acquire additional assets or businesses, (c) a default under GIP’s credit facility could result in a change in control of us and a default under ENLC’s Consolidated Credit Facility and Term Loan, (d) the dependence on Devon for a substantial portion of the natural gas and crude that we gather, process, and transport, (e) developments that materially and adversely affect Devon or other customers, (f) adverse developments in the midstream business that may reduce our ability to make distributions, (g) competition for crude oil, condensate, natural gas, and NGL supplies and any decrease in the availability of such commodities, (h) decreases in the volumes that we gather, process, fractionate, or transport, (i) construction risks in our major development projects, (j) our ability to receive or renew required permits and other approvals, (k) increased federal, state, and local legislation, and regulatory initiatives, as well as government reviews relating to hydraulic fracturing resulting in increased costs and reductions or delays in natural gas production by our customers, (l) climate change legislation and regulatory initiatives resulting in increased operating costs and reduced demand for the natural gas and NGL services we provide, (m) changes in the availability and cost of capital, including as a result of a change in our credit rating, (n) volatile prices and market demand for crude oil, condensate, natural gas, and NGLs that are beyond our control, (o) our debt levels could limit our flexibility and adversely affect our financial health or limit our flexibility to obtain financing and to pursue other business opportunities, (p) operating hazards, natural disasters, weather-related issues or delays, casualty losses, and other matters beyond our control, (q) reductions in demand for NGL products by the petrochemical, refining, or other industries or by the fuel markets, (r) impairments to goodwill, long-lived assets and equity method investments, and (s) the effects of existing and future laws and governmental regulations, including environmental and climate change requirements and other uncertainties. In addition to the specific uncertainties, factors and risks discussed above and elsewhere in this Annual Report, the risk factors set forth in “Item 1A. Risk Factors” may affect our performance and results of operations. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those in the forward-looking statements. We disclaim any intention or obligation to update or review any forward-looking statements or information, whether as a result of new information, future events, or otherwise.
Item 8. Financial Statements and Supplementary Data
INDEX TO FINANCIAL STATEMENTS
|
|
|
EnLink Midstream Partners, LP and Subsidiaries Financial Statements:
|
|
|
|
Management’s Report on Internal Control Over Financial Reporting
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
|
Consolidated Balance Sheets as of December 31, 2019 and 2018
|
|
|
|
Consolidated Statements of Operations for the years ended December 31, 2019, 2018, and 2017
|
|
|
|
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2019, 2018, and 2017
|
|
|
|
Consolidated Statements of Changes in Partners’ Equity for the years ended December 31, 2019, 2018, and 2017
|
|
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018, and 2017
|
|
|
|
Notes to Consolidated Financial Statements
|
|
MANAGEMENT’S REPORT ON
INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of EnLink Midstream GP, LLC, our general partner, is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting for EnLink Midstream Partners, LP (the “Partnership”). As defined by the Securities and Exchange Commission (Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended), internal control over financial reporting is a process designed by, or under the supervision of EnLink Midstream GP, LLC’s principal executive and principal financial officers and effected by its Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements in accordance with U.S. generally accepted accounting principles.
The Partnership’s internal control over financial reporting is supported by written policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the Partnership’s transactions and dispositions of the Partnership’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the consolidated financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Partnership are being made only in accordance with authorization of EnLink Midstream GP, LLC’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Partnership’s assets that could have a material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In connection with the preparation of the Partnership’s annual consolidated financial statements, management has undertaken an assessment of the effectiveness of the Partnership’s internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO Framework). Management’s assessment included an evaluation of the design of the Partnership’s internal control over financial reporting and testing of the operational effectiveness of those controls.
Based on this assessment, management has concluded that as of December 31, 2019, the Partnership’s internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Report of Independent Registered Public Accounting Firm
To the Partners of EnLink Midstream Partners, LP and
Board of Directors of EnLink Midstream GP, LLC:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of EnLink Midstream Partners, LP and subsidiaries (the Partnership) as of December 31, 2019 and 2018, the related consolidated statements of operations, comprehensive income (loss), changes in partners’ equity, and cash flows for each of the years in the three‑year period ended December 31, 2019, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.
Change in Accounting Principles
As discussed in Note 2(x) to the consolidated financial statements, the Partnership has changed its method of accounting for leases in 2019 due to the adoption of Accounting Standards Codification 842, Leases. As discussed in Note 2(c) to the consolidated financial statements, the Partnership has changed its method of accounting for revenue recognition in 2018 due to the adoption of Accounting Standards Codification 606, Revenue from Contracts with Customers.
Basis for Opinion
These consolidated financial statements are the responsibility of the management of EnLink Midstream GP, LLC, the general partner of EnLink Midstream Partners, LP. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the Partnership’s auditor since 2013.
Dallas, Texas
February 26, 2020
ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
Consolidated Balance Sheets
(In millions, except unit data)
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
ASSETS
|
|
|
|
Current assets:
|
|
|
|
Cash and cash equivalents
|
$
|
77.4
|
|
|
$
|
99.5
|
|
Accounts receivable:
|
|
|
|
Trade, net of allowance for bad debt of $0.5 and $0.3, respectively
|
36.2
|
|
|
126.3
|
|
Accrued revenue and other
|
460.1
|
|
|
705.9
|
|
Related party
|
18.1
|
|
|
2.1
|
|
Fair value of derivative assets
|
12.9
|
|
|
28.6
|
|
Natural gas and NGLs inventory, prepaid expenses, and other
|
56.9
|
|
|
72.8
|
|
Total current assets
|
661.6
|
|
|
1,035.2
|
|
Property and equipment, net of accumulated depreciation of $3,418.6 and $2,967.4, respectively
|
7,081.3
|
|
|
6,846.7
|
|
Intangible assets, net of accumulated amortization of $545.9 and $422.2, respectively
|
1,249.9
|
|
|
1,373.6
|
|
Goodwill
|
—
|
|
|
190.3
|
|
Investment in unconsolidated affiliates
|
43.1
|
|
|
80.1
|
|
Fair value of derivative assets
|
4.3
|
|
|
4.1
|
|
Other assets, net
|
94.4
|
|
|
41.3
|
|
Total assets
|
$
|
9,134.6
|
|
|
$
|
9,571.3
|
|
LIABILITIES AND PARTNERS’ EQUITY
|
|
|
|
Current liabilities:
|
|
|
|
Accounts payable and drafts payable
|
$
|
70.6
|
|
|
$
|
105.5
|
|
Accounts payable to related party
|
1.1
|
|
|
4.3
|
|
Accrued gas, NGLs, condensate, and crude oil purchases
|
354.8
|
|
|
500.4
|
|
Fair value of derivative liabilities
|
14.4
|
|
|
21.8
|
|
Current maturities of long-term debt
|
—
|
|
|
399.8
|
|
Other current liabilities
|
201.7
|
|
|
246.7
|
|
Total current liabilities
|
642.6
|
|
|
1,278.5
|
|
Long-term debt, including $1,700.0 from affiliates
|
4,764.3
|
|
|
3,919.8
|
|
Asset retirement obligations
|
15.5
|
|
|
14.8
|
|
Other long-term liabilities
|
90.8
|
|
|
20.0
|
|
Deferred tax liability
|
44.5
|
|
|
42.4
|
|
Fair value of derivative liabilities
|
6.8
|
|
|
2.4
|
|
|
|
|
|
Redeemable non-controlling interest
|
5.2
|
|
|
9.3
|
|
|
|
|
|
Partners’ equity:
|
|
|
|
Common unitholders (144,358,720 and 353,117,434 units issued and outstanding, respectively)
|
1,681.2
|
|
|
2,460.8
|
|
Series B preferred unitholders (59,599,550 and 58,728,994 units issued and outstanding, respectively)
|
895.1
|
|
|
889.3
|
|
Series C preferred unitholders (400,000 units outstanding)
|
395.1
|
|
|
395.1
|
|
General partner interest (1,594,974 equivalent units outstanding)
|
216.6
|
|
|
231.2
|
|
Accumulated other comprehensive loss
|
(14.5
|
)
|
|
(2.1
|
)
|
Non-controlling interest
|
391.4
|
|
|
309.8
|
|
Total partners’ equity
|
3,564.9
|
|
|
4,284.1
|
|
Commitments and contingencies (Note 13)
|
|
|
|
|
|
Total liabilities and partners’ equity
|
$
|
9,134.6
|
|
|
$
|
9,571.3
|
|
See accompanying notes to consolidated financial statements.
ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
Consolidated Statements of Operations
(In millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2019
|
|
2018
|
|
2017
|
Revenues:
|
|
|
|
|
|
Product sales
|
$
|
5,030.1
|
|
|
$
|
6,512.3
|
|
|
$
|
4,358.4
|
|
Product sales—related parties
|
—
|
|
|
41.0
|
|
|
144.9
|
|
Midstream services
|
1,008.4
|
|
|
763.3
|
|
|
552.3
|
|
Midstream services—related parties
|
—
|
|
|
377.2
|
|
|
688.2
|
|
Gain (loss) on derivative activity
|
14.4
|
|
|
5.2
|
|
|
(4.2
|
)
|
Total revenues
|
6,052.9
|
|
|
7,699.0
|
|
|
5,739.6
|
|
Operating costs and expenses:
|
|
|
|
|
|
Cost of sales (1)
|
4,392.5
|
|
|
6,008.0
|
|
|
4,361.5
|
|
Operating expenses
|
467.1
|
|
|
453.4
|
|
|
418.7
|
|
General and administrative
|
139.2
|
|
|
130.2
|
|
|
123.5
|
|
(Gain) loss on disposition of assets
|
(1.9
|
)
|
|
0.4
|
|
|
—
|
|
Depreciation and amortization
|
617.0
|
|
|
577.3
|
|
|
545.3
|
|
Impairments
|
198.2
|
|
|
365.8
|
|
|
17.1
|
|
Loss on secured term loan receivable
|
52.9
|
|
|
—
|
|
|
—
|
|
Gain on litigation settlement
|
—
|
|
|
—
|
|
|
(26.0
|
)
|
Total operating costs and expenses
|
5,865.0
|
|
|
7,535.1
|
|
|
5,440.1
|
|
Operating income
|
187.9
|
|
|
163.9
|
|
|
299.5
|
|
Other income (expense):
|
|
|
|
|
|
Interest expense, net of interest income (2)
|
(215.7
|
)
|
|
(178.3
|
)
|
|
(187.9
|
)
|
Gain on extinguishment of debt
|
—
|
|
|
—
|
|
|
9.0
|
|
Income (loss) from unconsolidated affiliates
|
(16.8
|
)
|
|
13.3
|
|
|
9.6
|
|
Other income
|
0.9
|
|
|
0.6
|
|
|
0.6
|
|
Total other expense
|
(231.6
|
)
|
|
(164.4
|
)
|
|
(168.7
|
)
|
Income (loss) before non-controlling interest and income taxes
|
(43.7
|
)
|
|
(0.5
|
)
|
|
130.8
|
|
Income tax benefit (expense)
|
(2.5
|
)
|
|
2.1
|
|
|
24.0
|
|
Net income (loss)
|
(46.2
|
)
|
|
1.6
|
|
|
154.8
|
|
Net income attributable to non-controlling interest
|
8.1
|
|
|
2.1
|
|
|
1.1
|
|
Net income (loss) attributable to ENLK
|
$
|
(54.3
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
153.7
|
|
____________________________
|
|
(1)
|
Includes related party cost of sales of $21.7 million, $114.1 million, and $211.0 million for the years ended December 31, 2019, 2018, and 2017, respectively.
|
|
|
(2)
|
Includes related party interest expense of $66.0 million for the year ended December 31, 2019.
|
See accompanying notes to consolidated financial statements.
ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income (Loss)
(In millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2019
|
|
2018
|
|
2017
|
Net income (loss)
|
$
|
(46.2
|
)
|
|
$
|
1.6
|
|
|
$
|
154.8
|
|
Loss on designated cash flow hedge
|
(12.4
|
)
|
|
—
|
|
|
(2.1
|
)
|
Comprehensive income (loss)
|
(58.6
|
)
|
|
1.6
|
|
|
152.7
|
|
Comprehensive income attributable to non-controlling interest
|
8.1
|
|
|
2.1
|
|
|
1.1
|
|
Comprehensive income (loss) attributable to ENLK
|
$
|
(66.7
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
151.6
|
|
See accompanying notes to consolidated financial statements.
ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
Consolidated Statements of Changes in Partners’ Equity
(In millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Units
|
|
Series B Preferred Units
|
|
Series C Preferred Units
|
|
General Partner Interest
|
|
Accumulated Other Comprehensive Loss
|
|
Non-Controlling Interest
|
|
Total
|
|
Redeemable Non-controlling interest (Temporary Equity)
|
|
$
|
|
Units
|
|
$
|
|
Units
|
|
$
|
|
Units
|
|
$
|
|
Units
|
|
$
|
|
$
|
|
$
|
|
$
|
Balance, December 31, 2016
|
$
|
3,461.8
|
|
|
342.9
|
|
|
$
|
794.0
|
|
|
53.2
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
203.6
|
|
|
1.6
|
|
|
$
|
—
|
|
|
$
|
181.0
|
|
|
$
|
4,640.4
|
|
|
$
|
5.2
|
|
Issuance of common units
|
106.9
|
|
|
6.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
106.9
|
|
|
—
|
|
Issuance of Series C Preferred Units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
394.0
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
394.0
|
|
|
—
|
|
Conversion of restricted units for common units, net of units withheld for taxes
|
(5.3
|
)
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.3
|
)
|
|
—
|
|
Unit-based compensation
|
21.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42.3
|
|
|
—
|
|
Contribution from Devon
|
1.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
Distributions
|
(543.6
|
)
|
|
—
|
|
|
(15.9
|
)
|
|
3.9
|
|
|
(5.6
|
)
|
|
—
|
|
|
(61.2
|
)
|
|
—
|
|
|
—
|
|
|
(26.9
|
)
|
|
(653.2
|
)
|
|
(0.6
|
)
|
Contributions from non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
126.4
|
|
|
126.4
|
|
|
—
|
|
Loss on designated cash flow hedge
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.1
|
)
|
|
—
|
|
|
(2.1
|
)
|
|
—
|
|
Adjustment for acquisition of EOGP (Note 1)
|
48.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48.4
|
)
|
|
—
|
|
|
—
|
|
Net income
|
17.9
|
|
|
—
|
|
|
86.0
|
|
|
—
|
|
|
6.7
|
|
|
—
|
|
|
43.1
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|
154.8
|
|
|
—
|
|
Balance, December 31, 2017
|
3,108.6
|
|
|
349.7
|
|
|
864.1
|
|
|
57.1
|
|
|
395.1
|
|
|
0.4
|
|
|
206.6
|
|
|
1.6
|
|
|
(2.1
|
)
|
|
233.2
|
|
|
4,805.5
|
|
|
4.6
|
|
Issuance of common units
|
46.1
|
|
|
2.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46.1
|
|
|
—
|
|
Conversion of restricted units for common units, net of units withheld for taxes
|
(5.6
|
)
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.6
|
)
|
|
—
|
|
Unit-based compensation
|
21.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41.8
|
|
|
—
|
|
Distributions
|
(551.6
|
)
|
|
—
|
|
|
(65.0
|
)
|
|
1.6
|
|
|
(24.0
|
)
|
|
—
|
|
|
(61.9
|
)
|
|
—
|
|
|
—
|
|
|
(54.5
|
)
|
|
(757.0
|
)
|
|
—
|
|
Contributions from non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
156.4
|
|
|
156.4
|
|
|
—
|
|
Fair value adjustment related to redeemable non-controlling interest
|
(4.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.1
|
)
|
|
4.1
|
|
Adjustment for acquisition of EOGP (Note 1)
|
26.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26.8
|
)
|
|
—
|
|
|
—
|
|
Net income (loss)
|
(180.8
|
)
|
|
—
|
|
|
90.2
|
|
|
—
|
|
|
24.0
|
|
|
—
|
|
|
66.1
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
1.0
|
|
|
0.6
|
|
Balance, December 31, 2018
|
$
|
2,460.8
|
|
|
353.1
|
|
|
$
|
889.3
|
|
|
58.7
|
|
|
$
|
395.1
|
|
|
0.4
|
|
|
$
|
231.2
|
|
|
1.6
|
|
|
$
|
(2.1
|
)
|
|
$
|
309.8
|
|
|
$
|
4,284.1
|
|
|
$
|
9.3
|
|
See accompanying notes to consolidated financial statements.
ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
Consolidated Statements of Changes in Partners’ Equity (continued)
(In millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Units
|
|
Series B Preferred Units
|
|
Series C Preferred Units
|
|
General Partner Interest
|
|
Accumulated Other Comprehensive Loss
|
|
Non-Controlling Interest
|
|
Total
|
|
Redeemable Non-controlling interest (Temporary Equity)
|
|
$
|
|
Units
|
|
$
|
|
Units
|
|
$
|
|
Units
|
|
$
|
|
Units
|
|
$
|
|
$
|
|
$
|
|
$
|
Balance, December 31, 2018
|
$
|
2,460.8
|
|
|
353.1
|
|
|
$
|
889.3
|
|
|
58.7
|
|
|
$
|
395.1
|
|
|
0.4
|
|
|
$
|
231.2
|
|
|
1.6
|
|
|
$
|
(2.1
|
)
|
|
$
|
309.8
|
|
|
$
|
4,284.1
|
|
|
$
|
9.3
|
|
Adoption of ASC 842
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
Balance, January 1, 2019
|
2,461.1
|
|
|
353.1
|
|
|
889.3
|
|
|
58.7
|
|
|
395.1
|
|
|
0.4
|
|
|
231.2
|
|
|
1.6
|
|
|
(2.1
|
)
|
|
309.8
|
|
|
4,284.4
|
|
|
9.3
|
|
Conversion of restricted units for common units, net of units withheld for taxes
|
(2.8
|
)
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.8
|
)
|
|
—
|
|
Unit-based compensation
|
1.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38.4
|
|
|
—
|
|
Distributions
|
(667.0
|
)
|
|
—
|
|
|
(67.4
|
)
|
|
0.9
|
|
|
(24.0
|
)
|
|
—
|
|
|
(15.6
|
)
|
|
—
|
|
|
—
|
|
|
(23.8
|
)
|
|
(797.8
|
)
|
|
(0.3
|
)
|
Contributions from non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
97.5
|
|
|
97.5
|
|
|
—
|
|
Loss on designated cash flow hedge
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12.4
|
)
|
|
—
|
|
|
(12.4
|
)
|
|
—
|
|
Fair value adjustment related to redeemable non-controlling interest
|
4.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.0
|
|
|
(4.0
|
)
|
Net income (loss)
|
(115.5
|
)
|
|
—
|
|
|
73.2
|
|
|
—
|
|
|
24.0
|
|
|
—
|
|
|
(36.0
|
)
|
|
—
|
|
|
—
|
|
|
7.9
|
|
|
(46.4
|
)
|
|
0.2
|
|
Issuance of common units to ENLC for acquisition of EOGP
|
—
|
|
|
55.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Conversion of ENLK common units into ENLC units
|
—
|
|
|
(265.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Balance, December 31, 2019
|
$
|
1,681.2
|
|
|
144.4
|
|
|
$
|
895.1
|
|
|
59.6
|
|
|
$
|
395.1
|
|
|
0.4
|
|
|
$
|
216.6
|
|
|
1.6
|
|
|
$
|
(14.5
|
)
|
|
$
|
391.4
|
|
|
$
|
3,564.9
|
|
|
$
|
5.2
|
|
See accompanying notes to consolidated financial statements.
ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2019
|
|
2018
|
|
2017
|
Cash flows from operating activities:
|
|
|
|
|
|
Net income (loss)
|
$
|
(46.2
|
)
|
|
$
|
1.6
|
|
|
$
|
154.8
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
Impairments
|
198.2
|
|
|
365.8
|
|
|
17.1
|
|
Depreciation and amortization
|
617.0
|
|
|
577.3
|
|
|
545.3
|
|
Loss on secured term loan receivable
|
52.9
|
|
|
—
|
|
|
—
|
|
Non-cash revenue from contract restructuring
|
—
|
|
|
(45.5
|
)
|
|
—
|
|
Non-cash unit-based compensation
|
39.2
|
|
|
40.8
|
|
|
47.8
|
|
Deferred tax expense (benefit)
|
2.1
|
|
|
(3.9
|
)
|
|
(26.6
|
)
|
(Gain) loss on derivative activity recognized in net income (loss)
|
(14.4
|
)
|
|
(5.2
|
)
|
|
4.2
|
|
Cash settlements on derivatives
|
16.9
|
|
|
(7.0
|
)
|
|
(11.2
|
)
|
Gain on extinguishment of debt
|
—
|
|
|
—
|
|
|
(9.0
|
)
|
Amortization of debt issue costs, net (premium) discount of notes and installment payable
|
4.9
|
|
|
4.0
|
|
|
29.1
|
|
Distribution of earnings from unconsolidated affiliates
|
16.5
|
|
|
15.8
|
|
|
13.3
|
|
(Income) loss from unconsolidated affiliates
|
16.8
|
|
|
(13.3
|
)
|
|
(9.6
|
)
|
Other operating activities
|
(4.1
|
)
|
|
(2.2
|
)
|
|
0.6
|
|
Changes in assets and liabilities:
|
|
|
|
|
|
Accounts receivable, accrued revenue, and other
|
320.3
|
|
|
(114.6
|
)
|
|
(189.5
|
)
|
Natural gas and NGLs inventory, prepaid expenses, and other
|
12.7
|
|
|
(12.2
|
)
|
|
(23.7
|
)
|
Accounts payable, accrued product purchases, and other accrued liabilities
|
(248.3
|
)
|
|
55.4
|
|
|
163.9
|
|
Net cash provided by operating activities
|
984.5
|
|
|
856.8
|
|
|
706.5
|
|
Cash flows from investing activities:
|
|
|
|
|
|
Additions to property and equipment
|
(754.9
|
)
|
|
(843.1
|
)
|
|
(790.8
|
)
|
Proceeds from sale of unconsolidated affiliate investment
|
—
|
|
|
—
|
|
|
189.7
|
|
Proceeds from sale of property
|
14.3
|
|
|
1.9
|
|
|
2.3
|
|
Investment in unconsolidated affiliates
|
—
|
|
|
(0.1
|
)
|
|
(12.6
|
)
|
Distribution from unconsolidated affiliates in excess of earnings
|
3.7
|
|
|
6.9
|
|
|
0.2
|
|
Other investing activities
|
(4.6
|
)
|
|
8.1
|
|
|
0.4
|
|
Net cash used in investing activities
|
(741.5
|
)
|
|
(826.3
|
)
|
|
(610.8
|
)
|
Cash flows from financing activities:
|
|
|
|
|
|
Proceeds from borrowings
|
4,160.0
|
|
|
3,904.0
|
|
|
2,315.9
|
|
Payments on borrowings
|
(3,710.0
|
)
|
|
(3,054.0
|
)
|
|
(2,104.3
|
)
|
Payment of installment payable for EOGP acquisition
|
—
|
|
|
(250.0
|
)
|
|
(250.0
|
)
|
Debt financing costs
|
(10.0
|
)
|
|
(1.7
|
)
|
|
(5.5
|
)
|
Proceeds from issuance of common units
|
—
|
|
|
46.1
|
|
|
106.9
|
|
Proceeds from issuance of Series C Preferred Units
|
—
|
|
|
—
|
|
|
394.0
|
|
Distribution to common unitholders and to general partner
|
(682.6
|
)
|
|
(613.5
|
)
|
|
(604.8
|
)
|
Distributions to Series B Preferred Unitholders
|
(67.4
|
)
|
|
(65.0
|
)
|
|
(15.9
|
)
|
Distributions to Series C Preferred Unitholders
|
(24.0
|
)
|
|
(24.0
|
)
|
|
(5.6
|
)
|
Distributions to non-controlling interests
|
(24.1
|
)
|
|
(54.5
|
)
|
|
(27.5
|
)
|
Contributions by non-controlling interests, including contributions from ENLC of $66.2 million and $69.1 million for the years ended December 31, 2018 and 2017, respectively
|
97.5
|
|
|
156.4
|
|
|
126.4
|
|
Other financing activities
|
(4.5
|
)
|
|
(5.6
|
)
|
|
(6.1
|
)
|
Net cash provided by (used in) financing activities
|
(265.1
|
)
|
|
38.2
|
|
|
(76.5
|
)
|
Net increase (decrease) in cash and cash equivalents
|
(22.1
|
)
|
|
68.7
|
|
|
19.2
|
|
Cash and cash equivalents, beginning of period
|
99.5
|
|
|
30.8
|
|
|
11.6
|
|
Cash and cash equivalents, end of period
|
$
|
77.4
|
|
|
$
|
99.5
|
|
|
$
|
30.8
|
|
See accompanying notes to consolidated financial statements.
ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(1) Organization and Summary of Significant Agreements
(a) Organization of Business
ENLK is a Delaware limited partnership formed in 2002. Our business activities are conducted through the Operating Partnership and the subsidiaries of the Operating Partnership.
EnLink Midstream GP, LLC, a Delaware limited liability company, is our general partner. Our general partner manages our operations and activities. Our general partner is a direct, wholly-owned subsidiary of ENLC. ENLC’s units are traded on the NYSE under the symbol “ENLC.” ENLC’s managing member is a wholly-owned subsidiary of GIP.
EOGP Acquisition and Transfer of EOGP Interest
On January 7, 2016, EOGP, an indirect subsidiary of ENLK, completed its acquisition of 100% of the issued and outstanding membership interests of TOMPC LLC and TOM-STACK, LLC. As a result of the acquisition, the Operating Partnership acquired an 83.9% limited partner interest in EOGP, and ENLC acquired the remaining 16.1% limited partner interest in EOGP. 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. This acquisition has been accounted for as an acquisition under common control under ASC 805, Business Combinations, resulting in the retrospective adjustment of our prior results. The “Adjustment for acquisition of EOGP (Note 1)” presented in the consolidated statements of changes in partners’ equity represents the adjustment due to the recast to offset distributions paid to ENLC and contributions received from ENLC for its related ownership in EOGP.
Devon Transaction
In 2014, we completed a series of transactions with Devon pursuant to which Devon contributed certain subsidiaries and assets to us in exchange for a majority interest in us (the “Devon Transaction”).
GIP Transaction
On July 18, 2018, subsidiaries of Devon closed a transaction to sell all of their equity interests in ENLK, ENLC, and the managing member of ENLC to GIP. As a result of the transaction:
|
|
•
|
GIP, through GIP III Stetson I, L.P., acquired all of the equity interests held by subsidiaries of Devon in ENLK and the managing member of ENLC, which, as of the closing date, amounted to 100% of the outstanding limited liability company interests in the managing member of ENLC and approximately 23.1% of the outstanding limited partner interests in ENLK;
|
|
|
•
|
GIP, through GIP III Stetson II, L.P., acquired all of the equity interests held by subsidiaries of Devon in ENLC, which, as of the closing date, amounted to approximately 63.8% of the outstanding limited liability company interests in ENLC; and
|
|
|
•
|
Through this transaction, GIP acquired control of (i) the managing member of ENLC, (ii) ENLC, and (iii) ENLK, as a result of ENLC’s ownership of our general partner.
|
Simplification of the Corporate Structure
On January 25, 2019, we completed the Merger, an internal reorganization pursuant to which ENLC owns all of the outstanding common units of ENLK. 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 ENLC owning all of the remaining outstanding ENLK common units.
|
|
|
•
|
Our general partner’s incentive distribution rights in ENLK were eliminated.
|
ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
|
|
•
|
Certain terms of the Series B Preferred Units were modified pursuant to an amended partnership agreement of ENLK. See “Note 8—Partners' Capital” 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. ENLC also agreed to issue an additional ENLC Class C Common Unit to the applicable holder of each Series B Preferred Unit for each additional Series B Preferred Unit issued by ENLK in quarterly in-kind distributions. 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 our 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 was converted into 1.15 awards with respect to ENLC common units with substantially similar terms as were in effect immediately prior to the effective time.
|
|
|
•
|
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 was modified such that the performance metric for any then outstanding performance 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, ENLC 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.
|
(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 midstream energy asset network includes approximately 12,000 miles of pipelines, 21 natural gas processing plants with approximately 5.3 Bcf/d of processing capacity, seven fractionators with approximately 290,000 Bbls/d of fractionation capacity, barge and rail terminals, product storage facilities, purchasing and marketing capabilities, brine disposal wells, a crude oil trucking fleet, and equity investments in certain joint ventures. Our operations are based in the United States, and our sales are derived primarily from domestic customers.
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.
ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
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, barge, truck, or rail terminal.
(2) Significant Accounting Policies
(a)Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with GAAP for complete financial statements. Effective January 1, 2019, we changed our reportable operating segments to reflect how we currently make financial decisions and allocate resources, in connection with which certain reclassifications were made to the financial statements for prior periods to conform to current period presentation. The effect of these reclassifications had no impact on previously reported partners’ equity or net income (loss). See “Note 14—Segment Information” for additional information regarding the change in reportable operating segments. All significant intercompany balances and transactions have been eliminated in consolidation.
(b)Management’s Use of Estimates
The preparation of financial statements in accordance with GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from these estimates.
(c)Revenue Recognition
We generate the majority of our revenues from midstream energy services, including gathering, transmission, processing, fractionation, storage, condensate stabilization, brine services, and marketing, through various contractual arrangements, which include fee-based contract arrangements or arrangements where we purchase and resell commodities in connection with providing the related service and earn a net margin for our fee. 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. Revenues from both “Product sales” and “Midstream services” represent revenues from contracts with customers and are reflected on the consolidated statements of operations as follows:
|
|
•
|
Product sales—Product sales represent the sale of natural gas, NGLs, crude oil, and condensate where the product is purchased and resold in connection with providing our midstream services as outlined above.
|
|
|
•
|
Midstream services—Midstream services represent all other revenue generated as a result of performing our midstream services outlined above.
|
ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
Adoption of ASC 606
Effective January 1, 2018, we adopted ASC 606 using the modified retrospective method. ASC 606 replaced previous revenue recognition requirements in GAAP and requires entities to recognize revenue at an amount that reflects the consideration to which they expect to be entitled in exchange for transferring goods or services to a customer. ASC 606 also requires significantly expanded disclosures containing qualitative and quantitative information regarding the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.
Evaluation of Our Contractual Performance Obligations
In adopting ASC 606, we evaluated our contracts with customers that are within the scope of ASC 606. In accordance with the new revenue recognition framework introduced by ASC 606, we identified our performance obligations under our contracts with customers. These performance obligations include:
|
|
•
|
promises to perform midstream services for our customers over a specified contractual term and/or for a specified volume of commodities; and
|
|
|
•
|
promises to sell a specified volume of commodities to our customers.
|
The identification of performance obligations under our contracts requires a contract-by-contract evaluation of when control, including the economic benefit, of commodities transfers to and from us (if at all). This evaluation of control changed the way we account for certain transactions effective January 1, 2018, specifically those contracts in which there is both a commodity purchase and a midstream service. For contracts where control of commodities transfers to us before we perform our services, we generally have no performance obligation for our services, and accordingly, we do not consider these revenue-generating contracts for purposes of ASC 606. Based on the control determination, all contractually-stated fees that are deducted from our payments to producers or other suppliers for commodities purchased are reflected as a reduction in the cost of such commodity purchases. Alternatively, for contracts where control of commodities transfers to us after we perform our services, we consider these contracts to contain performance obligations for our services. Accordingly, we consider the satisfaction of these performance obligations as revenue-generating and recognize the fees received for satisfying them as midstream services revenues over time as we satisfy our performance obligations. For contracts where control of commodities never transfers to us and we simply earn a fee for our services, we recognize these fees as midstream services revenues over time as we satisfy our performance obligations.
We also evaluate our contractual arrangements that contain a purchase and sale of commodities under the principal/agent provisions in ASC 606. For contracts where we possess control of the commodity and act as principal in the purchase and sale, we record product sales revenue at the price at which the commodities are sold, with a corresponding cost of sales equal to the cost of the commodities when purchased. For contracts in which we do not possess control of the commodity and are acting as an agent, our consolidated statements of operations only reflect midstream services revenues that we earn based on the fees contained in the applicable contract.
Based on our review of our performance obligations in our contracts with customers, we changed the consolidated statement of operations classification for certain transactions from revenue to cost of sales or from cost of sales to revenue. For the year ended December 31, 2018, the reclassification of revenues and cost of sales resulted in a net decrease in revenue of approximately $671.0 million, or 8.0%, compared to total revenues based on accounting prior to the adoption of ASC 606, with an equivalent net decrease in cost of sales. This change in accounting treatment had no impact on our operating income, net income, results of operations, financial condition, or cash flows.
ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
Changes in Accounting Methodology for Certain Contracts
For NGL contracts in which we purchase raw mix NGLs and subsequently transport, fractionate, and market the NGLs, we accounted for these contracts prior to the adoption of ASC 606 as revenue-generating contracts in which the fees we earned for our services were recorded as midstream services revenue on the consolidated statements of operations. As a result of the adoption of ASC 606, we determined that the control, including the economic benefit, of commodities has passed to us once the raw mix NGLs have been purchased from the customer. Therefore, we now consider the contractually-stated fees to serve as pricing mechanisms that reduce the cost of such commodity purchased upon receipt of the raw mix NGLs, rather than being recorded as midstream services revenue. Upon sale of the NGLs to a third-party customer, we record product sales revenue at the price at which the commodities are sold, with a corresponding cost of sales equal to the cost of the commodities purchased.
For our crude oil and condensate service contracts in which we purchase the commodity, we utilize a similar approach under ASC 606 as outlined above for NGL contracts. This treatment is consistent with our accounting for crude oil and condensate service contracts prior to the adoption of ASC 606.
For our natural gas gathering and processing contracts in which we perform midstream services and also purchase the natural gas, we accounted for these contracts prior to the adoption of ASC 606 as revenue-generating contracts in which all contractually-stated fees earned for our gathering and processing services were recorded as midstream services revenue on the statements of operations. As a result of the adoption of ASC 606, we must determine if economic control of the commodities has passed from the producer to us before or after we perform our services (if at all). Control is assessed on a contract-by-contract basis by analyzing each contract’s provisions, which can include provisions for: the customer to take its residue gas and/or NGLs in-kind; fixed or actual NGL or keep-whole recovery; commodity purchase prices at weighted average sales price or market index-based pricing; and various other contract-specific considerations. Based on this control assessment, our gathering and processing contracts fall into two primary categories:
|
|
•
|
For gathering and processing contracts in which there is a commodity purchase and analysis of the contract provisions indicates that control, including the economic benefit, of the natural gas passes to us when the natural gas is brought into our system, we do not consider these contracts to contain performance obligations for our services. As control of the natural gas passes to us prior to performing our gathering and processing services, we are, in effect, performing our services for our own benefit. Based on this control determination, we consider the contractually-stated fees to serve as pricing mechanisms that reduce the cost of such commodity purchased upon receipt of the natural gas, rather than being recorded as midstream services revenue. Upon sale of the residue gas and/or NGLs to a third-party customer, we record product sales revenue at the price at which the commodities are sold, with a corresponding cost of sales equal to the cost of the commodities purchased.
|
|
|
•
|
For gathering and processing contracts in which there is a commodity purchase and analysis of the contract provisions indicates that control, including the economic benefit, of the natural gas does not pass to us until after the natural gas has been gathered and processed, we consider these contracts to contain performance obligations for our services. Accordingly, we consider the satisfaction of these performance obligations as revenue-generating, and we recognize the fees received for satisfying these performance obligations as midstream services revenues over time as we satisfy our performance obligations.
|
For midstream service contracts related to NGL, crude oil, or natural gas gathering and processing in which there is no commodity purchase or control of the commodity never passes to us and we simply earn a fee for our services, we consider these contracts to contain performance obligations for our services. Accordingly, we consider the satisfaction of these performance obligations as revenue-generating, and we recognize the fees received for satisfying these performance obligations as midstream services revenue over time as we satisfy our performance obligations. This treatment is consistent with our accounting for these contracts prior to the adoption of ASC 606.
For our natural gas transmission contracts, we determined that control of the natural gas never transfers to us and we simply earn a fee for our services. Therefore, we recognize these fees as midstream services revenue over time as we satisfy our performance obligations. This treatment is consistent with our accounting for natural gas transmission contracts prior to the adoption of ASC 606.
We also evaluate our commodity marketing contracts, under which we purchase and sell commodities in connection with our gas, NGL, and crude and condensate midstream services, pursuant to ASC 606, including the principal/agent provisions.
ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
For contracts in which we possess control of the commodity and act as principal in the purchase and sale of commodities, we record product sales revenue at the price at which the commodities are sold, with a corresponding cost of sales equal to the cost of the commodities when purchased. For contracts in which we do not possess control of the commodity and are acting as agent, our consolidated statements of operations only reflect midstream services revenues that we earn based on the fees contained in the applicable contract. This treatment is consistent with our accounting for our commodity marketing contracts prior to the adoption of ASC 606.
Satisfaction of Performance Obligations and Recognition of Revenue
While ASC 606 alters the line item on which certain amounts are recorded on the consolidated statements of operations, ASC 606 did not significantly affect the timing of income and expense recognition on the consolidated statements of operations. Specifically, for our commodity sales contracts, we satisfy our performance obligations at the point in time at which the commodity transfers from us to the customer. This transfer pattern aligns with our billing methodology. Therefore, we recognize product sales revenue at the time the commodity is delivered and in the amount to which we have the right to invoice the customer, which is consistent with our accounting prior to the adoption of ASC 606. For our midstream service contracts that contain revenue-generating performance obligations, we satisfy our performance obligations over time as we perform the midstream service and as the customer receives the benefit of these services over the term of the contract. As permitted by ASC 606, we are utilizing the practical expedient that allows an entity to recognize revenue in the amount to which the entity has a right to invoice, since we have a right to consideration from our customer in an amount that corresponds directly with the value to the customer of our performance completed to date. Accordingly, we continue to recognize revenue over time as our midstream services are performed. Therefore, ASC 606 does not significantly affect the timing of revenue and expense recognition on our consolidated statements of operations, and no cumulative effect adjustment was made to the balance of equity upon our adoption of ASC 606.
We generally accrue one month of sales and the related natural gas, NGL, condensate, and crude oil purchases and reverse these accruals when the sales and purchases are invoiced and recorded in the subsequent month. Actual results could differ from the accrual estimates. We typically receive payment for invoiced amounts within one month, depending on the terms of the contract. We account for taxes collected from customers attributable to revenue transactions and remitted to government authorities on a net basis (excluded from revenues).
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 year ended December 31, 2019, we had contractual commitments of $154.0 million under our MVC contracts and recorded $19.7 million of revenue due to volume shortfalls.
ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
|
|
|
|
|
MVC and Firm Transportation Commitments (in millions) (1)
|
|
2020
|
$
|
262.7
|
|
2021
|
111.0
|
|
2022
|
97.6
|
|
2023
|
92.7
|
|
2024
|
81.3
|
|
Thereafter
|
158.2
|
|
Total
|
$
|
803.5
|
|
____________________________
|
|
(1)
|
Amounts do not represent expected shortfall under these commitments.
|
Contributions in Aid of Construction
The adoption of ASC 606 also alters how we account for contributions in aid of construction (“CIAC”). CIAC payments are lump sum payments from third parties to reimburse us for capital expenditures related to the construction of our operating assets and, in most cases, the connection of these operating assets to the third party’s assets. CIAC payments can be paid to us prior to the commencement of construction activities, during construction, or after construction has been completed. Prior to adoption of ASC 606 and in accordance with ASC 980, Regulated Operations (“ASC 980”), and the FERC Uniform System of Accounts, we reduced the balance of the related property and equipment by the amount of CIAC payments received. In doing so, CIAC payments previously affected the consolidated statements of operations through reduced depreciation expense over the useful lives of the related property and equipment. Upon adoption of ASC 606, we initially recognize CIAC payments received from customers as deferred revenue, which will be subsequently amortized into revenue over the term of the underlying operational contract. For CIAC payments from noncustomers and for payments related to the construction of regulated operating assets, we continue to reduce the balance of the related property and equipment in accordance with ASC 980 and the FERC Uniform System of Accounts. This change in our CIAC accounting policy was not material to our financial statements for the year ended December 31, 2018.
Disaggregation of Revenue and Presentation of Prior Periods
Based on the disclosure requirements of ASC 606, we are presenting revenues disaggregated based on the type of good or service in order to more fully depict the nature of our revenues. See “Note 14—Segment Information” for the revenue disaggregation information included in the segment information table for the years ended December 31, 2019 and 2018. As we adopted ASC 606 using the modified retrospective method, only the consolidated statement of operations and revenue disaggregation information for the years ended December 31, 2019 and 2018 are presented to conform to ASC 606 accounting and disclosure requirements. Prior periods presented in the consolidated financial statements and accompanying notes were not restated in accordance with ASC 606.
(d)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. In November 2019, White Star sold its assets and we did not recover any amounts then 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 year ended December 31, 2019, which represents a full write-down of the second lien secured term loan.
(e)Gas Imbalance Accounting
Quantities of natural gas and NGLs over-delivered or under-delivered related to imbalance agreements are recorded monthly as receivables or payables using weighted average prices at the time of the imbalance. These imbalances are typically settled with deliveries of natural gas or NGLs. We had imbalance payables of $5.7 million and $12.4 million at December 31,
ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
2019 and 2018, respectively, which approximate the fair value of these imbalances. We had imbalance receivables of $6.4 million and $10.4 million at December 31, 2019 and 2018, respectively, which are carried at the lower of cost or market value. Imbalance receivables and imbalance payables are included in the line items “Accrued revenue and other” and “Accrued gas, NGLs, condensate, and crude oil purchases,” respectively, on the consolidated balance sheets.
(f)Cash and Cash Equivalents
We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents.
(g)Income Taxes
Certain of our operations are subject to income taxes assessed by the federal and various state jurisdictions in the U.S. Additionally, certain of our operations are subject to tax assessed by the state of Texas that is computed based on modified gross margin as defined by the State of Texas. The Texas franchise tax is presented as income tax expense in the accompanying statements of operations.
We account for deferred income taxes related to the federal and state jurisdictions using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets are also recognized for the future tax benefits attributable to the expected utilization of existing tax net operating loss carryforwards and other types of carryforwards. If the future utilization of some portion of carryforwards is determined to be unlikely, a valuation allowance is provided to reduce the recorded tax benefits from such assets. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carryforwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In the event interest or penalties are incurred with respect to income tax matters, our policy will be to include such items in income tax expense. We record deferred tax assets and liabilities on a net basis on the consolidated balance sheets, with deferred tax assets included in “Other assets, net” and deferred tax liabilities included in “Deferred tax liability, net.”
(h)Natural Gas, Natural Gas Liquids, Crude Oil, and Condensate Inventory
Our inventories of products consist of natural gas, NGLs, crude oil, and condensate. We report these assets at the lower of cost or market value which is determined by using the first-in, first-out method.
(i)Property and Equipment
Property and equipment are stated at historical cost less accumulated depreciation. Assets acquired in a business combination are recorded at fair value. Repairs and maintenance are charged against income when incurred. Renewals and betterments, which extend the useful life of the properties, are capitalized. Interest costs for material projects are capitalized to property and equipment during the period the assets are undergoing preparation for intended use.
The components of property and equipment, net of accumulated depreciation are as follows (in millions):
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2019
|
|
2018
|
Transmission assets
|
$
|
1,376.5
|
|
|
$
|
1,329.4
|
|
Gathering systems
|
4,856.5
|
|
|
4,410.5
|
|
Gas processing plants
|
3,862.2
|
|
|
3,590.5
|
|
Other property and equipment
|
188.0
|
|
|
171.7
|
|
Construction in process
|
216.7
|
|
|
312.0
|
|
Property and equipment
|
10,499.9
|
|
|
9,814.1
|
|
Accumulated depreciation
|
(3,418.6
|
)
|
|
(2,967.4
|
)
|
Property and equipment, net of accumulated depreciation
|
$
|
7,081.3
|
|
|
$
|
6,846.7
|
|
ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
Depreciation Expense. Depreciation is calculated using the straight-line method based on the estimated useful life of each asset, as follows:
|
|
|
|
Useful Lives
|
Transmission assets
|
20 - 25 years
|
Gathering systems
|
20 - 25 years
|
Gas processing plants
|
20 - 25 years
|
Other property and equipment
|
3 - 15 years
|
Depreciation expense of $490.7 million, $453.8 million, and $418.2 million was recorded for the years ended December 31, 2019, 2018, and 2017, respectively.
Gain or Loss on Disposition. Upon the disposition or retirement of property and equipment, any gain or loss is recognized in operating income in the statement of operations. For the year ended December 31, 2019, we disposed of assets with a net book value of $12.4 million, and these dispositions primarily related to the sale of certain non-core assets. This decrease in book value was offset by $14.3 million of proceeds from the sale of property, resulting in a $1.9 million gain on disposition of assets in the consolidated statement of operations for the year ended December 31, 2019.
For the year ended December 31, 2018, we disposed of assets with a net book value of $2.1 million. These dispositions primarily related to vehicle retirements and retirements due to compressor fire damage. This decrease in book value was offset by $1.7 million of proceeds from the sale of property, resulting in $0.4 million loss on disposition of assets in the consolidated statement of operations for the year ended December 31, 2018.
For the year ended December 31, 2017, we disposed of assets with a net book value of $8.4 million, and these dispositions primarily related to the retirement of compressors due to fire damage. This decrease in book value was offset by $6.1 million in insurance settlements and $2.3 million of proceeds from the sale of property, resulting in no gain or loss on disposition of assets in the consolidated statement of operations for the year ended December 31, 2017.
Impairment Review. In accordance with ASC 360, Property, Plant, and Equipment, we evaluate long-lived assets of identifiable business activities for potential impairment annually in the fourth quarter, and whenever events or changes in circumstances indicate that their carrying value may not be recoverable. The carrying amount of a long-lived asset is not recoverable when it exceeds the undiscounted sum of the future cash flows expected to result from the use and eventual disposition of the asset. Estimates of expected future cash flows represent management’s best estimate based on reasonable and supportable assumptions. When the carrying amount of a long-lived asset is not recoverable, an impairment is recognized equal to the excess of the asset’s carrying value over its fair value, which is based on inputs that are not observable in the market, and thus represent Level 3 inputs.
When determining whether impairment of our long-lived assets has occurred, we must estimate the undiscounted cash flows attributable to the asset. Our estimate of cash flows is based on assumptions regarding:
|
|
•
|
the future fee-based rate of new business or contract renewals;
|
|
|
•
|
the purchase and resale margins on natural gas, NGLs, crude oil, and condensate;
|
|
|
•
|
the volume of natural gas, NGLs, crude oil, and condensate available to the asset;
|
|
|
•
|
markets available to the asset;
|
|
|
•
|
operating expenses; and
|
|
|
•
|
future natural gas, NGLs, crude oil, and condensate prices.
|
The amount of availability of natural gas, NGLs, crude oil, and condensate to an asset is sometimes based on assumptions regarding future drilling activity, which may be dependent in part on natural gas, NGL, crude oil, and condensate prices. Projections of natural gas, NGL, crude oil, and condensate volumes and future commodity prices are inherently subjective and contingent upon a number of variable factors, including but not limited to:
|
|
•
|
changes in general economic conditions in regions in which our markets are located;
|
|
|
•
|
the availability and prices of natural gas, NGLs, crude oil, and condensate supply;
|
|
|
•
|
our ability to negotiate favorable sales agreements;
|
ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
|
|
•
|
the risks that natural gas, NGLs, crude oil, and condensate exploration and production activities will not occur or be successful;
|
|
|
•
|
our dependence on certain significant customers, producers, and transporters of natural gas, NGLs, crude oil, and condensate; and
|
|
|
•
|
competition from other midstream companies, including major energy companies.
|
For the year ended December 31, 2019, we recognized a $7.9 million impairment on property and equipment related to certain decommissioned and removed non-core assets.
For the year ended December 31, 2018, we determined that the undiscounted cash flows for two of our assets were not in excess of their carrying values. We estimated the fair values of these assets and determined that their fair values were not in excess of their carrying values, which resulted in impairments on property and equipment of $24.6 million related to certain non-core natural gas pipeline assets in the Louisiana segment and $109.2 million related to non-core crude pipeline assets in the Permian segment.
For the year ended December 31, 2017, we recognized a $17.1 million impairment on property and equipment, which related to the carrying values of rights-of-way that we are no longer using and an abandoned brine disposal well.
(j)Comprehensive Income (Loss)
Comprehensive income (loss) is composed of net income (loss) and the effective portion of gains or losses on derivative financial instruments that qualify as cash flow hedges pursuant to ASC 815, Derivatives and Hedging (“ASC 815”). For additional information about the effect of financial instruments on comprehensive income (loss), see “Note 11—Derivatives.”
(k)Equity Method of Accounting
We account for investments where we do not control the investment but have the ability to exercise significant influence using the equity method of accounting. Under this method, unconsolidated affiliate investments are initially carried at the acquisition cost, increased by our proportionate share of the investee’s net income and by contributions made, and decreased by our proportionate share of the investee’s net losses and by distributions received.
We evaluate our unconsolidated affiliate investments for potential impairment whenever events or changes in circumstances indicate that the carrying amount of the investments may not be recoverable. We recognize impairments of our investments as a loss from unconsolidated affiliates on our consolidated statements of operations.
We recognized a $31.4 million loss for the year ended December 31, 2019 related to the impairment of the carrying value of the Cedar Cove JV, as we determined that the carrying value of our investment was not recoverable based on the forecasted cash flows from the Cedar Cove JV.
For additional information, see “Note 9—Investment in Unconsolidated Affiliates.”
(l)Non-controlling Interests
We account for investments where we control the investment using the consolidation method of accounting. Under this method, we consolidate all the assets and liabilities of an investment on our consolidated balance sheets and record non-controlling interest for the portion of the investment that we do not own. We include all of an investment’s results of operations on our consolidated statements of operations and record income attributable to non-controlling interests for the portion of the investment that we do not own.
Our non-controlling interests for the years ended December 31, 2019, 2018, and 2017 relate to NGP’s 49.9% ownership of the Delaware Basin JV, Marathon Petroleum Corporation’s 50.0% ownership interest in the Ascension JV, and other minor non-controlling interests.
ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(m)Goodwill
Goodwill is the cost of an acquisition less the fair value of the net identifiable assets of the acquired business. We evaluate goodwill for impairment annually as of October 31 and whenever events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount. For additional information regarding our assessment of goodwill for impairment, see “Note 3—Goodwill and Intangible Assets.”
(n)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 five to twenty years. For additional information regarding our intangible assets, including our assessment of intangible assets for impairment, see “Note 3—Goodwill and Intangible Assets.”
(o)Asset Retirement Obligations
We recognize liabilities for retirement obligations associated with our pipelines and processing and fractionation facilities. Such liabilities are recognized when there is a legal obligation associated with the retirement of the assets and the amount can be reasonably estimated. The initial measurement of an asset retirement obligation is recorded as a liability at its fair value, with an offsetting asset retirement cost recorded as an increase to the associated property and equipment. If the fair value of a recorded asset retirement obligation changes, a revision is recorded to both the asset retirement obligation and the asset retirement cost. Our retirement obligations include estimated environmental remediation costs that arise from normal operations and are associated with the retirement of the long-lived assets. The asset retirement cost is depreciated using the straight-line depreciation method similar to that used for the associated property and equipment.
(p)Other Current Liabilities
Other current liabilities included a liability related to an onerous performance obligation of $9.0 million as of December 31, 2018. We had one delivery contract that required us to deliver a specified volume of gas each month at an indexed base price that ended June 2019. We realized a loss on the delivery of gas under this contract each month based on current prices. The liability was reduced each month as delivery was made over the life of the contract with an offsetting reduction in purchased gas costs.
(q)Derivatives
We use derivative instruments to hedge against changes in cash flows related to product price. We generally determine the fair value of swap contracts based on the difference between the derivative’s fixed contract price and the underlying market price at the determination date. The asset or liability related to the derivative instruments is recorded on the balance sheet at the fair value of derivative assets or liabilities in accordance with ASC 815. Changes in fair value of derivative instruments are recorded in gain or loss on derivative activity in the period of change.
Realized gains and losses on commodity-related derivatives are recorded as gain or loss on derivative activity within revenues in the consolidated statements of operations in the period incurred. Settlements of derivatives are included in cash flows from operating activities.
We periodically enter into interest rate swaps in connection with new debt issuances. During the debt issuance process, we are exposed to 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. In order to hedge this variability, we enter into interest rate swaps to effectively lock in the benchmark interest rate at the inception of the swap.
In April 2019, we entered into an $850.0 million interest rate swap with ENLC, which mirrored the terms of ENLC’s interest rate swap with a third party, 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
ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
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 our 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 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 additional information, see “Note 11—Derivatives.”
(r)Concentrations of Credit Risk
Financial instruments, which potentially subject us to concentrations of credit risk, consist primarily of trade accounts receivable and commodity financial instruments. Management believes the risk is limited, other than our exposure to significant customers discussed below, since our customers represent a broad and diverse group of energy marketers and end users.
The following customers individually represented greater than 10% of our consolidated revenues. These customers represent a significant percentage of revenues, and the loss of the customer would have a material adverse impact on our results of operations because the revenues and gross operating margin received from transactions with these customers is material to us. No other customers represented greater than 10% of our consolidated revenues.
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2019
|
|
2018
|
|
2017
|
Devon
|
10.5
|
%
|
|
10.4
|
%
|
|
14.4
|
%
|
Dow Hydrocarbons and Resources LLC
|
10.0
|
%
|
|
11.1
|
%
|
|
11.2
|
%
|
Marathon Petroleum Corporation
|
13.8
|
%
|
|
11.5
|
%
|
|
(1)
|
|
____________________________
|
|
(1)
|
Consolidated revenues for Marathon Petroleum Corporation did not exceed 10% of our consolidated revenues for the year ended December 31, 2017.
|
We continually monitor and review the credit exposure of our counter-parties based on various credit quality indicators and metrics. We obtain letters of credit or other appropriate security when considered necessary to limit the risk of loss. We record reserves for uncollectible accounts on a specific identification basis since there is not a large volume of late paying customers and we do not expect to experience significant levels of default on our trade accounts receivable. We had a reserve for uncollectible receivables of $0.5 million and $0.3 million as of December 31, 2019 and 2018, respectively.
(s)Environmental Costs
Environmental expenditures are expensed or capitalized depending on the nature of the expenditures and the future economic benefit. Expenditures that relate to an existing condition caused by past operations that do not contribute to current or future revenue generation are expensed. Liabilities for these expenditures are recorded on an undiscounted basis (or a discounted basis when the obligation can be settled at fixed and determinable amounts) when environmental assessments or clean-ups are probable and the costs can be reasonably estimated. For the years ended December 31, 2019, 2018, and 2017, environmental expenditures were not material.
(t)Unit-Based Awards
We recognize compensation cost related to all unit-based awards in our consolidated financial statements in accordance with ASC 718, Compensation—Stock Compensation (“ASC 718”). Unit-based compensation associated with ENLC’s unit-based compensation plans awarded to directors, officers, and employees of our general partner are recorded by us since ENLC has no substantial or managed operating activities other than its interests in ENLK. For additional information, see “Note 10—Employee Incentive Plans.”
ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(u)Commitments and Contingencies
Liabilities for loss contingencies arising from claims, assessments, litigation, or other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with a loss contingency are expensed as incurred. For additional information, see “Note 13—Commitments and Contingencies.”
(v)Debt Issuance Costs
Costs incurred in connection with the issuance of long-term debt are deferred and amortized into interest expense using the straight-line method over the term of the related debt. Gains or losses on debt repurchases, redemptions, and debt extinguishments include any associated unamortized debt issue costs. Unamortized debt issuance costs totaling $29.8 million and $24.3 million as of December 31, 2019 and 2018, respectively, are included in “Long-term debt” or “Current maturities of long-term debt,” as applicable, on the consolidated balance sheets as a direct reduction from the carrying amount of the debt.
(w)Redeemable Non-Controlling Interest
Non-controlling interests that contain an option for the non-controlling interest holder to require us to buy out such interests for cash are considered to be redeemable non-controlling interests because the redemption feature is not deemed to be a freestanding financial instrument and because the redemption is not solely within our control. Redeemable non-controlling interest is not considered to be a component of partners’ equity and is reported as temporary equity in the mezzanine section on the consolidated balance sheets. The amount recorded as redeemable non-controlling interest at each balance sheet date is the greater of the redemption value and the carrying value of the redeemable non-controlling interest (the initial carrying value increased or decreased for the non-controlling interest holder’s share of net income or loss and distributions).
(x)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.”
(y)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 statements of operations, rather than “Depreciation and amortization.” We will adopt ASU 2018-15 prospectively effective January 1, 2020.
(3) Goodwill and Intangible Assets
Goodwill
Goodwill is the cost of an acquisition less the fair value of the net identifiable assets of the acquired business. The fair value of goodwill is based on inputs that are not observable in the market and thus represent Level 3 inputs. We evaluate
ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
goodwill for impairment annually as of October 31 and whenever events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount. We first assess qualitative factors to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as the basis for determining whether it is necessary to perform a goodwill impairment test. We may elect to perform a goodwill impairment test without completing a qualitative assessment.
We perform our goodwill assessments at the reporting unit level for all reporting units. We use a discounted cash flow analysis to perform the assessments. Key assumptions in the analysis include the use of an appropriate discount rate, terminal year cash flow multiples, and estimated future cash flows, including volume and price forecasts, capital expenditures, and estimated operating and general and administrative costs. In estimating cash flows, we incorporate current and historical market and financial information, among other factors. Impairment determinations involve significant assumptions and judgments, and differing assumptions regarding any of these inputs could have a significant effect on the various valuations. If actual results are not consistent with our assumptions and estimates, or our assumptions and estimates change due to new information, we may be exposed to goodwill impairment charges, which would be recognized in the period in which the carrying value exceeds fair value.
The table below provides a summary of our change in carrying amount of goodwill by segment (in millions) for the years ended December 31, 2019 and 2018, by assigned reporting unit. For the year ended December 31, 2017, there were no changes to the carrying amounts of goodwill.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Permian
|
|
North Texas
|
|
Oklahoma
|
|
Louisiana
|
|
Corporate
|
|
Totals
|
Year Ended December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
Balance, beginning of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
190.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
190.3
|
|
Impairment
|
—
|
|
|
—
|
|
|
(190.3
|
)
|
|
—
|
|
|
—
|
|
|
(190.3
|
)
|
Balance, end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Permian
|
|
North Texas
|
|
Oklahoma
|
|
Louisiana
|
|
Corporate
|
|
Totals
|
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
Balance, beginning of period
|
$
|
29.3
|
|
|
$
|
202.7
|
|
|
$
|
190.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
422.3
|
|
Impairment
|
(29.3
|
)
|
|
(202.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(232.0
|
)
|
Balance, end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
190.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
190.3
|
|
Goodwill Impairment Analysis for the Year Ended December 31, 2019
During the fourth quarter of 2019, we performed a quantitative analysis as of October 31, 2019 for our annual goodwill impairment test. Subsequent to October 31, 2019, we determined that due to a significant decline in ENLC’s common unit price and the expected reduction in ENLC’s cash distribution paid to common unitholders, which was announced in January 2020, a change in circumstances had occurred that warranted an additional quantitative impairment test. We recorded a goodwill impairment loss of $190.3 million on our Oklahoma reporting unit. This amount is included in impairments in the consolidated statement of operations for the year ended December 31, 2019.
Goodwill Impairment Analysis for the Year Ended December 31, 2018
During our annual goodwill impairment test for 2018, which was performed as of October 31, 2018, we determined, based upon our qualitative assessment, that no impairments of goodwill were required as of that date. However, subsequent to October 31, 2018, we determined that due to a significant decline in our unit price, a change in circumstances had occurred that warranted a quantitative impairment test. Based on this triggering event, we performed a quantitative goodwill impairment analysis as of December 31, 2018. Based on this analysis, a goodwill impairment loss for our Permian and North Texas reporting units in the amounts of $29.3 million and $202.7 million, respectively, was recognized in the fourth quarter of 2018 and is included in impairments in the consolidated statement of operations for the year ended December 31, 2018.
We concluded that the fair value of our Oklahoma and Corporate reporting units exceeded their carrying values, and the amounts of goodwill disclosed on the consolidated balance sheet associated with these reporting units were recoverable.
ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
Therefore, no goodwill impairment was identified or recorded for these reporting units as a result of our quantitative impairment test.
Goodwill Impairment Analysis for the Year Ended December 31, 2017
During our annual impairment test for 2017, performed as of October 31, 2017, we determined that no impairments were required for the year ended December 31, 2017.
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 for the periods stated (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
Year Ended December 31, 2019
|
|
|
|
|
|
Customer relationships, beginning of period
|
$
|
1,795.8
|
|
|
$
|
(422.2
|
)
|
|
$
|
1,373.6
|
|
Amortization expense
|
—
|
|
|
(123.7
|
)
|
|
(123.7
|
)
|
Customer relationships, end of period
|
$
|
1,795.8
|
|
|
$
|
(545.9
|
)
|
|
$
|
1,249.9
|
|
|
|
|
|
|
|
Year Ended December 31, 2018
|
|
|
|
|
|
Customer relationships, beginning of period
|
$
|
1,795.8
|
|
|
$
|
(298.7
|
)
|
|
$
|
1,497.1
|
|
Amortization expense
|
—
|
|
|
(123.5
|
)
|
|
(123.5
|
)
|
Customer relationships, end of period
|
$
|
1,795.8
|
|
|
$
|
(422.2
|
)
|
|
$
|
1,373.6
|
|
|
|
|
|
|
|
Year Ended December 31, 2017
|
|
|
|
|
|
Customer relationships, beginning of period
|
$
|
1,795.8
|
|
|
$
|
(171.6
|
)
|
|
$
|
1,624.2
|
|
Amortization expense
|
—
|
|
|
(127.1
|
)
|
|
(127.1
|
)
|
Customer relationships, end of period
|
$
|
1,795.8
|
|
|
$
|
(298.7
|
)
|
|
$
|
1,497.1
|
|
For the years ended December 31, 2019, 2018, and 2017, we reviewed our various assets groups for impairment during our annual impairment review process and determined that no impairment of our intangible assets occurred. We utilized Level 3 fair value measurements in our impairment analysis, which included cash flow assumptions consistent with those utilized in our goodwill impairment analysis.
The weighted average amortization period for intangible assets is 15.0 years. Amortization expense was $123.7 million, $123.5 million, and $127.1 million for the years ended December 31, 2019, 2018, and 2017, respectively.
The following table summarizes our estimated aggregate amortization expense for the next five years and thereafter (in millions):
|
|
|
|
|
2020
|
$
|
123.7
|
|
2021
|
123.7
|
|
2022
|
123.7
|
|
2023
|
123.6
|
|
2024
|
123.4
|
|
Thereafter
|
631.8
|
|
Total
|
$
|
1,249.9
|
|
ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(4) Related Party Transactions
(a)Transactions with ENLC
Simplification of the Corporate Structure. On January 25, 2019, we completed the Merger, an internal reorganization pursuant to which ENLC owns all of the outstanding common units of ENLK. See “Note 1—Organization and Summary of Significant Agreements” for more information on the Merger and related transactions.
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. See “Note 1—Organization and Summary of Significant Agreements” for more information on the Merger and related transactions.
ENLC paid us $26.6 million and $48.4 million for its interest in EOGP’s capital expenditures for the years ended December 31, 2018 and 2017, respectively. ENLC paid its contribution for EOGP’s capital expenditures to ENLK monthly, net of EOGP’s adjusted EBITDA distributable to ENLC, which was defined as earnings before depreciation and amortization and provision for income taxes and included allocated expenses from us.
ENLC paid us $2.5 million and $2.4 million as reimbursement during the years ended December 31, 2018 and 2017, respectively, to cover its portion of administrative and compensation costs for officers and employees that performed services for ENLC. Officers and employees that performed services for ENLC provided an estimate of the portion of their time devoted to such services. A portion of their annual compensation (including bonuses, payroll taxes, and other benefit costs) was allocated to ENLC for reimbursement based on these estimates. In addition, an administrative burden was added to such costs to reimburse us for additional support costs, including, but not limited to, consideration for rent, office support, and information service support. Subsequent to the closing of the Merger, ENLC no longer is allocated these administrative and compensation costs.
Related Party Debt. Related party debt includes borrowings under the Consolidated Credit Facility, the Term Loan, and ENLC’s 5.375% senior unsecured notes due 2029 to fund the operations and growth capital expenditures of ENLK through a related party arrangement with ENLC. See “Note 6—Long-Term Debt” for more information on this arrangement.
We had accounts receivable balances related to transactions with ENLC of $18.1 million and $1.4 million at December 31, 2019 and December 31, 2018, respectively.
(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. See “Note 1—Organization and Summary of Significant Agreements” for additional information regarding the GIP Transaction. 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 years ended December 31, 2018 and 2017, related party revenues from Devon accounted for 5.4% and 14.4% of our revenues, respectively.
Gathering and Processing Agreements with Devon
On January 1, 2014, we entered into 10-year gathering and processing agreements with Devon to provide gathering, treating, compression, dehydration, stabilization, processing, and fractionation services, as applicable, for natural gas delivered by Devon Gas Services, L.P., a subsidiary of Devon (“Gas Services”), to our gathering and processing systems in the Barnett, Cana-Woodford, and Arkoma-Woodford Shales.
These agreements provide us with dedication of all of the natural gas owned or controlled by Devon and produced from or attributable to existing and future wells located on certain oil, natural gas, and mineral leases covering land within the acreage dedications, excluding properties previously dedicated to other natural gas gathering systems not owned and operated by
ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
Devon. Pursuant to the gathering and processing agreements entered into on January 1, 2014, Devon has committed to deliver specified minimum daily volumes of natural gas to our gathering systems in the Barnett, Cana-Woodford, and Arkoma-Woodford Shales during each calendar quarter. From January 1, 2018 to July 18, 2018 and for the year ended December 31, 2017, we recognized $321.3 million and $615.5 million of revenue, respectively, under these agreements. Included in these amounts of revenue recognized is revenue from MVCs attributable to Devon of $50.8 million from January 1, 2018 to July 18, 2018 and $81.9 million for the year ended December 31, 2017. Devon is entitled to firm service, meaning that if capacity on a system is curtailed or reduced, or capacity is otherwise insufficient, we will take delivery of as much Devon natural gas as is permitted in accordance with applicable law.
The gathering and processing agreements are fee-based, and we are paid a specified fee per MMBtu for natural gas gathered on our gathering systems and a specified fee per MMBtu for natural gas processed. The particular fees, all of which are subject to an automatic annual inflation escalator at the beginning of each year, differ from one system to another and do not contain a fee redetermination clause.
EOGP Agreement with Devon
In January 2016, in connection with the acquisition of EOGP, we acquired a gas gathering and processing agreement with Devon Energy Production Company, L.P. (“DEPC”) pursuant to which EOGP provides gathering, treating, compression, dehydration, stabilization, processing, and fractionation services, as applicable, for natural gas delivered by DEPC. The agreement had an MVC that remained in place during each calendar quarter for four years and has an overall term of approximately 15 years. Additionally, the agreement provides EOGP with dedication of all of the natural gas owned or controlled by DEPC and produced from or attributable to existing and future wells located on certain oil, natural gas, and mineral leases covering land within the acreage dedications, excluding properties previously dedicated to other natural gas gathering systems not owned and operated by DEPC. DEPC is entitled to firm service, meaning a level of gathering and processing service in which DEPC’s reserved capacity may not be interrupted, except due to force majeure, and may not be displaced by another customer or class of service. This agreement accounted for approximately $77.6 million and $100.4 million of our combined revenues from January 1, 2018 to July 18, 2018 and for the year ended December 31, 2017, respectively.
Other Commercial Relationships with Devon
As noted above, we continue to maintain a customer relationship with Devon pursuant to which we provide gathering, transportation, processing, and gas lift services to Devon in exchange for fee-based compensation under several agreements with Devon. In addition, we have agreements with Devon pursuant to which we purchase and sell NGLs, gas, and crude oil and pay or receive, as applicable, a margin-based fee. These NGL, gas, and crude oil purchase and sale agreements have month-to-month terms. These historical agreements collectively comprised $66.6 million and $78.0 million of our combined revenue from January 1, 2018 to July 18, 2018 and for the year ended December 31, 2017, respectively.
VEX Transportation Agreement
In connection with our acquisition of the VEX assets from Devon, we were party to a five-year transportation services agreement with Devon pursuant to which we provided transportation services to Devon on the VEX pipeline. This agreement included a five-year MVC with Devon. The MVC was executed in June 2014 and expired June 2019. This agreement accounted for approximately $3.5 million and $17.8 million of service revenues from January 1, 2018 to July 18, 2018 and for the year ended December 31, 2017, respectively.
Acacia Transportation Agreement
We entered into an agreement with a wholly-owned subsidiary of Devon pursuant to which we provide transportation services to Devon on our Acacia pipeline in North Texas. This agreement accounted for approximately $4.9 million and $13.8 million of our combined revenues from January 1, 2018 to July 18, 2018 and for the year ended December 31, 2017, respectively.
ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(c)Transactions with Cedar Cove JV
For the years ended December 31, 2018 and December 31, 2017, we recorded service revenue of $0.5 million and $5.4 million, respectively, that is recorded as “Midstream services—related parties” on the consolidated statements of operations. Additionally, for the years ended December 31, 2019, 2018, and 2017, we recorded cost of sales of $21.7 million, $44.1 million, $30.6 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 balance related to transactions with the Cedar Cove JV at December 31, 2019 and $0.7 million at December 31, 2018. We had an accounts payable balance related to transactions with the Cedar Cove JV of $1.1 million and $4.3 million at December 31, 2019 and 2018, respectively.
(d)Tax Sharing Agreement
We, ENLC, and Devon entered into a tax sharing agreement providing for the allocation of responsibilities, liabilities, and benefits relating to any tax for which a combined tax return is due. From January 1, 2018 to July 18, 2018 and for the year ended December 31, 2017 we incurred approximately $0.4 million and $1.2 million, respectively, in taxes that are subject to the tax sharing agreement. Effective July 18, 2018, ENLK, ENLC, and Devon signed a supplemental agreement reaffirming terms of the tax sharing agreement for tax periods ending July 18, 2018 and prior.
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 $60.0 million of our lease liability and $39.8 million of our right-of-use asset as of December 31, 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 $27.1 million of our lease liability and $27.1 million of our right-of-use asset as of December 31, 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 $0.6 million of our lease liability and $0.6 million of our right-of-use asset as of December 31, 2019.
|
|
|
•
|
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 $15.3 million of our lease liability and $12.9 million of our right-of-use asset as of December 31, 2019.
|
Lease balances are recorded on the consolidated balance sheets as follows (in millions):
ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
|
|
|
|
|
|
December 31, 2019
|
Operating leases:
|
|
Other assets, net
|
$
|
80.4
|
|
Other current liabilities
|
$
|
21.1
|
|
Other long-term liabilities
|
$
|
81.9
|
|
|
|
Other lease information
|
|
Weighted-average remaining lease term—Operating leases
|
10.6 years
|
|
Weighted-average discount rate—Operating leases
|
5.1
|
%
|
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):
|
|
|
|
|
|
Year Ended December 31, 2019
|
Finance lease expense:
|
|
Amortization of right-of-use asset
|
$
|
5.2
|
|
Interest on lease liability
|
0.1
|
|
Operating lease expense:
|
|
Long-term operating lease expense
|
28.7
|
|
Short-term lease expense
|
32.0
|
|
Variable lease expense
|
7.7
|
|
Total lease expense
|
$
|
68.4
|
|
Other information about our leases is presented below (in millions):
|
|
|
|
|
|
Year Ended December 31, 2019
|
Supplemental cash flow information:
|
|
Cash payments for finance leases included in cash flows from financing activities
|
$
|
1.2
|
|
Cash payments for operating leases included in cash flows from operating activities
|
$
|
29.8
|
|
Right-of-use assets obtained in exchange for operating lease liabilities
|
$
|
104.1
|
|
The following table summarizes the maturity of our lease liability as of December 31, 2019 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
Undiscounted operating lease liability
|
$
|
141.2
|
|
|
$
|
25.0
|
|
|
$
|
18.7
|
|
|
$
|
11.7
|
|
|
$
|
9.7
|
|
|
$
|
9.1
|
|
|
$
|
67.0
|
|
Reduction due to present value
|
(38.2
|
)
|
|
(4.7
|
)
|
|
(3.9
|
)
|
|
(3.4
|
)
|
|
(3.1
|
)
|
|
(2.7
|
)
|
|
(20.4
|
)
|
Operating lease liability
|
$
|
103.0
|
|
|
$
|
20.3
|
|
|
$
|
14.8
|
|
|
$
|
8.3
|
|
|
$
|
6.6
|
|
|
$
|
6.4
|
|
|
$
|
46.6
|
|
ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(6) Long-Term Debt
As of December 31, 2019 and 2018, long-term debt consisted of the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
|
Outstanding Principal
|
|
Premium (Discount)
|
|
Long-Term Debt
|
|
Outstanding Principal
|
|
Premium (Discount)
|
|
Long-Term Debt
|
Related party debt
|
$
|
1,700.0
|
|
|
$
|
—
|
|
|
$
|
1,700.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Term Loan due 2021 (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
850.0
|
|
|
—
|
|
|
850.0
|
|
2.70% Senior unsecured notes due 2019 (2)
|
—
|
|
|
—
|
|
|
—
|
|
|
400.0
|
|
|
—
|
|
|
400.0
|
|
4.40% Senior unsecured notes due 2024
|
550.0
|
|
|
1.5
|
|
|
551.5
|
|
|
550.0
|
|
|
1.8
|
|
|
551.8
|
|
4.15% Senior unsecured notes due 2025
|
750.0
|
|
|
(0.7
|
)
|
|
749.3
|
|
|
750.0
|
|
|
(0.9
|
)
|
|
749.1
|
|
4.85% Senior unsecured notes due 2026
|
500.0
|
|
|
(0.5
|
)
|
|
499.5
|
|
|
500.0
|
|
|
(0.5
|
)
|
|
499.5
|
|
5.60% Senior unsecured notes due 2044
|
350.0
|
|
|
(0.2
|
)
|
|
349.8
|
|
|
350.0
|
|
|
(0.2
|
)
|
|
349.8
|
|
5.05% Senior unsecured notes due 2045
|
450.0
|
|
|
(5.9
|
)
|
|
444.1
|
|
|
450.0
|
|
|
(6.2
|
)
|
|
443.8
|
|
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
|
$
|
4,800.0
|
|
|
$
|
(5.9
|
)
|
|
4,794.1
|
|
|
$
|
4,350.0
|
|
|
$
|
(6.1
|
)
|
|
4,343.9
|
|
Debt issuance cost (3)
|
|
|
|
|
(29.8
|
)
|
|
|
|
|
|
(24.3
|
)
|
Less: Current maturities of long-term debt (2)
|
|
|
|
|
—
|
|
|
|
|
|
|
(399.8
|
)
|
Long-term debt, net of unamortized issuance cost
|
|
|
|
|
$
|
4,764.3
|
|
|
|
|
|
|
$
|
3,919.8
|
|
____________________________
|
|
(1)
|
In December 2018, ENLK entered into an $850.0 million, three-year unsecured Term Loan. Borrowings under the Term Loan bear interest based on Prime and/or LIBOR plus an applicable margin. The effective interest rate was 3.9% at December 31, 2018. In connection with the closing of the Merger, the Term Loan was assumed by ENLC, and we became a guarantor of the Term Loan.
|
|
|
(2)
|
The 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.
|
|
|
(3)
|
Net of accumulated amortization of $10.9 million and $15.3 million at December 31, 2019 and 2018, respectively.
|
Maturities
Maturities for the long-term debt as of December 31, 2019 are as follows (in millions):
|
|
|
|
|
2020
|
$
|
—
|
|
2021
|
850.0
|
|
2022
|
—
|
|
2023
|
—
|
|
2024
|
900.0
|
|
Thereafter
|
3,050.0
|
|
Subtotal
|
4,800.0
|
|
Less: net discount
|
(5.9
|
)
|
Less: debt issuance cost
|
(29.8
|
)
|
Long-term debt, net of unamortized issuance cost
|
$
|
4,764.3
|
|
Related Party Debt
Related party debt includes borrowings under the Consolidated Credit Facility, the Term Loan, and ENLC’s 5.375% senior unsecured notes due 2029 to fund the operations and growth capital expenditures of ENLK through a related party arrangement with ENLC. Interest charged to ENLK for borrowings made through the related party arrangement will be substantially the same as interest charged to ENLC on borrowings under the Consolidated Credit Facility, the Term Loan, and ENLC’s 5.375%
ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
senior unsecured notes due 2029. As of December 31, 2019, $1,700.0 million of related party debt is included in “Long-term debt” in the consolidated balance sheet related to these borrowings.
The indebtedness under ENLC's 5.375% senior unsecured notes due June 1, 2029, the Consolidated Credit Facility, and the Term Loan was incurred by ENLC but is guaranteed by ENLK. Therefore, the covenants in the agreements governing such indebtedness described below affect balances owed by ENLK on the related party debt.
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 ($350.0 million as of December 31, 2019), and 105% of the outstanding letters of credit under the Consolidated Credit Facility ($4.8 million as of December 31, 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 (LIBOR) 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 December 31, 2019, ENLC was in compliance with and expects to be in compliance with the covenants of the Consolidated Credit Facility for at least the next twelve months. Accordingly, we do not expect to make payments related to our guarantee of the $350.0 million outstanding on the Consolidated Credit Facility.
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, and borrowed $850.0 million under the Term Loan.
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 and the outstanding balance becomes due, 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 December 31, 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
ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
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 (LIBOR) 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 December 31, 2019, ENLC was in compliance with and expects to be in compliance with the covenants of the Term Loan for at least the next twelve months. Accordingly, we do not expect to make payments related to our guarantee of the $850.0 million outstanding on the Term Loan.
Issuances and Redemptions of Senior Unsecured Notes
On March 7, 2014, we recorded $196.5 million in aggregate principal amount of 7.125% senior unsecured notes (the “2022 Notes”) due on June 1, 2022. The interest payments on the 2022 Notes were due semi-annually in arrears in June and December. The 2022 Notes were recorded at fair value in accordance with acquisition accounting at an amount of $226.0 million, including a premium of $29.5 million. On July 20, 2014, we redeemed $18.5 million aggregate principal amount of the 2022 Notes for $20.0 million, including accrued interest. On September 20, 2014, we redeemed an additional $15.5 million aggregate principal amount of the 2022 Notes for $17.0 million, including accrued interest. On June 1, 2017, we redeemed the remaining $162.5 million in aggregate principal amount of the 2022 Notes at 103.6% of the principal amount, plus accrued unpaid interest, for aggregate cash consideration of $174.1 million, which resulted in a gain on extinguishment of debt of $9.0 million for the year ended December 31, 2017.
On March 19, 2014, we issued $1.2 billion aggregate principal amount of unsecured senior notes, consisting of $400.0 million aggregate principal amount of our 2.700% senior notes due 2019 (the “2019 Notes”), $450.0 million aggregate principal amount of our 4.400% senior notes due 2024 (the “2024 Notes”), and $350.0 million aggregate principal amount of our 5.600% senior notes due 2044 (the “2044 Notes”), at prices to the public of 99.850%, 99.830%, and 99.925%, respectively, of their face value. The 2019 Notes matured on April 1, 2019; the 2024 Notes mature on April 1, 2024; and the 2044 Notes mature on April 1, 2044. The interest payments on the 2024 Notes and 2044 Notes are due semi-annually in arrears in April and October.
On November 12, 2014, we issued an additional $100.0 million aggregate principal amount of the 2024 Notes and $300.0 million aggregate principal amount of our 5.050% senior notes due 2045 (the “2045 Notes”), at prices to the public of 104.007% and 99.452%, respectively, of their face value. The new 2024 Notes were offered as an additional issue of our outstanding 2024 Notes issued on March 19, 2014. The 2024 Notes issued on March 19, 2014 and November 12, 2014 are treated as a single class of debt securities and have identical terms, other than the issue date. The 2045 Notes mature on April 1, 2045, and interest payments on the 2045 Notes are due semi-annually in arrears in April and October.
On May 12, 2015, we issued $900.0 million aggregate principal amount of unsecured senior notes, consisting of $750.0 million aggregate principal amount of our 4.150% senior notes due 2025 (the “2025 Notes”) and an additional $150.0 million aggregate principal amount of 2045 Notes at prices to the public of 99.827% and 96.381%, respectively, of their face value. The 2025 Notes mature on June 1, 2025. Interest payments on the 2025 Notes are due semi-annually in arrears in June and December. The new 2045 Notes were offered as an additional issue of our outstanding 2045 Notes issued on November 12, 2014. The 2045 Notes issued on November 12, 2014 and May 12, 2015 are treated as a single class of debt securities and have identical terms, other than the issue date.
On July 14, 2016, we issued $500.0 million in aggregate principal amount of our 4.850% senior notes due 2026 (the “2026 Notes”) at a price to the public of 99.859% of their face value. The 2026 Notes mature on July 15, 2026. Interest payments on the 2026 Notes are payable on January 15 and July 15 of each year.
ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
On May 11, 2017, we issued $500.0 million in aggregate principal amount of our 5.450% senior unsecured notes due June 1, 2047 (the “2047 Notes”) at a price to the public of 99.981% of their face value. Interest payments on the 2047 Notes are payable on June 1 and December 1 of each year, beginning December 1, 2017. We received net proceeds of approximately $495.2 million for the issuance of the 2047 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 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. 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.
Senior Unsecured Notes Redemption Provisions
Each issuance of the senior unsecured notes may be fully or partially redeemed prior to an early redemption date (see "Early Redemption Date" in table below) at a redemption price equal to the greater of: (i) 100% of the principal amount of the notes to be redeemed; or (ii) the sum of the remaining scheduled payments of principal and interest on the respective notes to be redeemed that would be due after the related redemption date but for such redemption (exclusive of interest accrued to, but excluding the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus a specified basis point premium (see "Basis Point Premium" in the table below); plus accrued and unpaid interest to, but excluding, the redemption date. At any time on or after the Early Redemption Date, the senior unsecured notes may be fully or partially redeemed at a redemption price equal to 100% of the principal amount of the applicable notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date. See applicable redemption provision terms below:
|
|
|
|
|
|
|
|
Issuance
|
|
Maturity Date of Notes
|
|
Early Redemption Date
|
|
Basis Point Premium
|
2024 Notes
|
|
April 1, 2024
|
|
Prior to January 1, 2024
|
|
25 Basis Points
|
2025 Notes
|
|
June 1, 2025
|
|
Prior to March 1, 2025
|
|
30 Basis Points
|
2026 Notes
|
|
July 15, 2026
|
|
Prior to April 15, 2026
|
|
50 Basis Points
|
2029 Notes
|
|
June 1, 2029
|
|
Prior to March 1, 2029
|
|
50 Basis Points
|
2044 Notes
|
|
April 1, 2044
|
|
Prior to October 1, 2043
|
|
30 Basis Points
|
2045 Notes
|
|
April 1, 2045
|
|
Prior to October 1, 2044
|
|
30 Basis Points
|
2047 Notes
|
|
June 1, 2047
|
|
Prior to June 1, 2047
|
|
40 Basis Points
|
Senior Unsecured Notes Indentures
The indentures governing the senior unsecured notes contain covenants that, among other things, limit ENLC’s and ENLK’s ability to create or incur certain liens or consolidate, merge, or transfer all or substantially all of ENLC’s and ENLK’s assets.
Each of the following is an event of default under the indentures:
|
|
•
|
failure to pay any principal or interest when due;
|
|
|
•
|
failure to observe any other agreement, obligation, or other covenant in the indenture, subject to the cure periods for certain failures; and
|
|
|
•
|
bankruptcy or other insolvency events involving ENLC and ENLK.
|
If an event of default relating to bankruptcy or other insolvency events occurs, the senior unsecured notes will immediately become due and payable. If any other event of default exists under the indenture, the trustee under the indenture or the holders of the senior unsecured notes may accelerate the maturity of the senior unsecured notes and exercise other rights and remedies. At December 31, 2019, ENLC and ENLK were in compliance and expect to be in compliance with the covenants in the senior unsecured notes for at least the next twelve months.
ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(7) Income Taxes
The components of our income tax benefit (expense) are as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2019
|
|
2018
|
|
2017
|
Current income tax expense
|
$
|
(0.4
|
)
|
|
$
|
(1.8
|
)
|
|
$
|
(2.6
|
)
|
Deferred tax benefit (expense)
|
(2.1
|
)
|
|
3.9
|
|
|
26.6
|
|
Total income tax benefit (expense)
|
$
|
(2.5
|
)
|
|
$
|
2.1
|
|
|
$
|
24.0
|
|
Net income for financial statement purposes may differ significantly from taxable income (loss) of unitholders because of differences between the tax basis and financial reporting basis of assets and liabilities and the taxable income allocation requirements under our partnership agreement. The aggregate difference in the basis of our net assets for financial and tax reporting purposes cannot be readily determined because information regarding each partner’s tax attributes is not available to us.
The Tax Cuts and Jobs Act of 2017 resulted in a change in the federal statutory corporate tax rate from 35% to 21%, effective January 1, 2018. Accordingly, we recognized a tax benefit of $24.9 million during the fourth quarter of 2017 due to the remeasurement of our deferred tax liabilities to reflect the reduction in the federal statutory corporate tax rate.
Deferred tax liabilities of $44.5 million and $42.4 million existed at December 31, 2019 and 2018, respectively. Deferred tax liabilities as of December 31, 2019 and 2018 included $39.1 million and $38.7 million, respectively, related to our wholly-owned corporate entity that was formed to acquire the common stock of Clearfield Energy, Inc. This deferred tax liability represents the future tax payable on the difference between the fair value and the carryover tax basis of the assets acquired and is expected to become payable no later than 2027.
For the years ended December 31, 2019 and 2018, there was no recorded unrecognized tax benefit. Per our accounting policy election, penalties and interest related to unrecognized tax benefits are recorded to income tax expense. As of December 31, 2019, tax years 2015 through 2019 remain subject to examination by various taxing authorities.
(8) Partners' Capital
(a) Issuance of Common Units
In November 2014, we entered into the 2014 EDA to sell up to $350.0 million in aggregate gross sales of our common units from time to time through an “at the market” equity offering program. In August 2017, we ceased trading under the 2014 EDA and entered into the 2017 EDA.
For the year ended December 31, 2017, we sold an aggregate of 6.2 million common units under the 2014 EDA and the 2017 EDA, generating proceeds of $106.9 million (net of $1.1 million of commissions and $0.2 million of registration fees). We used the net proceeds for general partnership purposes.
For the year ended December 31, 2018, we sold an aggregate of 2.6 million common units under the 2017 EDA, generating proceeds of $46.1 million (net of $0.5 million of commissions paid to the ENLK Sales Agents). We used the net proceeds for general partnership purposes. In connection with the announcement of the Merger, we suspended solicitation and offers under the 2017 EDA. Following the consummation of the Merger, the 2017 EDA was terminated.
(b) Series B Preferred Units
In January 2016, we issued an aggregate of 50,000,000 Series B Preferred Units representing our limited partner interests to Enfield in a private placement for a cash purchase price of $15.00 per Series B Preferred Unit (the “Issue Price”). Affiliates of Goldman Sachs and affiliates of TPG own interests in the general partner of Enfield. Prior to the close of the Merger, the Series B Preferred Units were convertible into our common units on a one-for-one basis, subject to certain adjustments.
Subsequent to the Merger, Series B Preferred Units are exchangeable for ENLC common units in an amount equal to the number of outstanding Series B Preferred Units outstanding multiplied by the exchange ratio of 1.15, subject to certain
ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
adjustments (the “Series B Exchange Ratio”). The exchange is subject to ENLK’s option to pay cash instead of issuing additional ENLC common units, and can occur in whole or in part at Enfield’s option at any time, or in whole at our option, provided the daily volume-weighted average closing price of the ENLC common units (the “ENLC VWAP”) exchange for the 30 trading days ending two trading days prior to the exchange is greater than 150% of the Issue Price divided by the conversion ratio of 1.15.
For each of the calendar quarters between March 31, 2016 through June 30, 2017, Enfield received a quarterly distribution equal to an annual rate of 8.5% on the Issue Price payable in-kind in the form of additional Series B Preferred Units. Beginning with the quarter ended September 30, 2017, 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 our common units over the Cash Distribution Component, divided by (ii) 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 Series B Exchange Ratio, over (2) the Cash Distribution Component, divided by (y) the Issue Price. The quarterly cash distribution consists of the Cash 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).
Income is allocated to the Series B Preferred Units in an amount equal to the quarterly distribution with respect to the period earned. A summary of the distribution activity relating to the Series B Preferred Units for the years ended December 31, 2019, 2018, and 2017 is provided below:
|
|
|
|
|
|
|
|
|
|
|
Declaration period
|
|
Distribution
paid as additional Series B Preferred Units
|
|
Cash distribution
(in millions)
|
|
Date paid/payable
|
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
|
Fourth Quarter of 2019
|
|
148,999
|
|
|
$
|
16.8
|
|
|
February 13, 2020
|
|
|
|
|
|
|
|
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
|
Fourth Quarter of 2018
|
|
425,785
|
|
|
$
|
16.5
|
|
|
February 13, 2019
|
|
|
|
|
|
|
|
2017
|
|
|
|
|
|
|
First Quarter of 2017
|
|
1,154,147
|
|
|
$
|
—
|
|
|
May 12, 2017
|
Second Quarter of 2017
|
|
1,178,672
|
|
|
$
|
—
|
|
|
August 11, 2017
|
Third Quarter of 2017
|
|
410,681
|
|
|
$
|
15.9
|
|
|
November 13, 2017
|
Fourth Quarter of 2017
|
|
413,658
|
|
|
$
|
16.1
|
|
|
February 13, 2018
|
ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(d) Series C Preferred Units
In September 2017, we issued 400,000 Series C Preferred Units representing our limited partner interests at a price to the public of $1,000 per unit. We used the net proceeds of $394.0 million for capital expenditures, general partnership purposes, and to repay borrowings under the ENLK Credit Facility. The Series C Preferred Units represent perpetual equity interests in us and, unlike our indebtedness, will not give rise to a claim for payment of a principal amount at a particular date. As to the payment of distributions and amounts payable on a liquidation event, the Series C Preferred Units rank senior to our common units and to each other class of limited partner interests or other equity securities established after the issue date of the Series C Preferred Units that is not expressly made senior or on parity with the Series C Preferred Units. The Series C Preferred Units rank junior to the Series B Preferred Units with respect to the payment of distributions, and junior to the Series B Preferred Units and all current and future indebtedness with respect to amounts payable upon a liquidation event.
At any time on or after December 15, 2022, we may redeem, at our option, in whole or in part, the Series C Preferred Units at a redemption price in cash equal to $1,000 per Series C Preferred Unit plus an amount equal to all accumulated and unpaid distributions, whether or not declared. We may undertake multiple partial redemptions. In addition, at any time within 120 days after the conclusion of any review or appeal process instituted by us following certain rating agency events, we may redeem, at our option, the Series C Preferred Units in whole at a redemption price in cash per unit equal to $1,020 plus an amount equal to all accumulated and unpaid distributions, whether or not declared.
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 our 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%. Income is allocated to the Series C Preferred Units in an amount equal to the earned distribution for the respective reporting period.
Following the Merger, the Series C Preferred Units remain issued and outstanding with the terms set forth above.
(e) Common Unit Distributions
Prior to the Merger, unless restricted by the terms of the ENLK Credit Facility and/or the indentures governing our senior unsecured notes, we were required to make distributions of 100% of available cash, as defined in the partnership agreement, within 45 days following the end of each quarter. Distributions were made to the general partner in accordance with its then current percentage interest with the remainder to the common unitholders, subject to the payment of incentive distributions as described below to the extent that certain target levels of cash distributions were achieved. The general partner was not entitled to its incentive distributions with respect to the Class C Common Units issued in kind. In addition, the general partner was not entitled to its incentive distributions with respect to (i) distributions on the Series B Preferred Units until such units convert into common units or (ii) the Series C Preferred Units.
Prior to the Merger, our general partner owned the general partner interest in us and all of our incentive distribution rights. Our general partner was entitled to receive incentive distributions if the amount we distributed with respect to any quarter exceeded levels specified in its partnership agreement. Under the quarterly incentive distribution provisions, our general partner was entitled to 13.0% of amounts we distributed in excess of $0.25 per unit, 23.0% of the amounts we distributed in excess of $0.3125 per unit, and 48.0% of amounts we distributed in excess of $0.375 per unit. At the closing of the Merger, our general partner’s incentive distribution rights in ENLK were eliminated. See “Note 1—Organization and Summary of Significant Agreements” for more information regarding the Merger and related transactions.
ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
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
|
2018
|
|
|
|
|
First Quarter of 2018
|
|
$
|
0.390
|
|
|
May 14, 2018
|
Second Quarter of 2018
|
|
$
|
0.390
|
|
|
August 13, 2018
|
Third Quarter of 2018
|
|
$
|
0.390
|
|
|
November 13, 2018
|
Fourth Quarter of 2018
|
|
$
|
0.390
|
|
|
February 13, 2019
|
|
|
|
|
|
2017
|
|
|
|
|
First Quarter of 2017
|
|
$
|
0.390
|
|
|
May 12, 2017
|
Second Quarter of 2017
|
|
$
|
0.390
|
|
|
August 11, 2017
|
Third Quarter of 2017
|
|
$
|
0.390
|
|
|
November 13, 2017
|
Fourth Quarter of 2017
|
|
$
|
0.390
|
|
|
February 13, 2018
|
Following the Merger, we distributed $527.6 million to ENLC related to its ownership of our common units for the year ended December 31, 2019.
(f) Allocation of ENLK Income
Prior to the closing of the Merger and for the years ended December 31, 2018 and 2017, net income was allocated to our general partner in an amount equal to its incentive distribution rights as described in section “(e) Common Unit Distributions” above. Our 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, our general partner’s incentive distribution rights were eliminated.
For the years ended December 31, 2018 and 2017, our 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 our general partner. For the years ended December 31, 2019, 2018, and 2017, the net income allocated to the general partner is as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2019
|
|
2018
|
|
2017
|
Income allocation for incentive distributions
|
$
|
—
|
|
|
$
|
59.5
|
|
|
$
|
58.9
|
|
Unit-based compensation attributable to ENLC’s restricted and performance units
|
(37.0
|
)
|
|
(20.3
|
)
|
|
(21.0
|
)
|
General partner share of net income (loss)
|
(1.4
|
)
|
|
(0.6
|
)
|
|
0.4
|
|
General partner interest in EOGP acquisition
|
2.4
|
|
|
27.5
|
|
|
4.8
|
|
General partner interest in net income (loss)
|
$
|
(36.0
|
)
|
|
$
|
66.1
|
|
|
$
|
43.1
|
|
ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(9) Investment in Unconsolidated Affiliates
As of December 31, 2019, our unconsolidated investments consisted of a 38.75% ownership interest in GCF and a 30.0% 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):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2019
|
|
2018
|
|
2017
|
GCF
|
|
|
|
|
|
Distributions
|
$
|
19.2
|
|
|
$
|
22.3
|
|
|
$
|
12.7
|
|
Equity in income
|
$
|
16.5
|
|
|
$
|
15.8
|
|
|
$
|
12.6
|
|
|
|
|
|
|
|
HEP
|
|
|
|
|
|
Equity in loss (1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(3.4
|
)
|
|
|
|
|
|
|
Cedar Cove JV
|
|
|
|
|
|
Contributions
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
12.6
|
|
Distributions
|
$
|
1.0
|
|
|
$
|
0.4
|
|
|
$
|
0.8
|
|
Equity in income (loss) (2)
|
$
|
(33.3
|
)
|
|
$
|
(2.5
|
)
|
|
$
|
0.4
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
Contributions
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
12.6
|
|
Distributions
|
$
|
20.2
|
|
|
$
|
22.7
|
|
|
$
|
13.5
|
|
Equity in income (loss) (1)(2)
|
$
|
(16.8
|
)
|
|
$
|
13.3
|
|
|
$
|
9.6
|
|
___________________________
|
|
(1)
|
Includes a loss of $3.4 million for the year ended December 31, 2017 related to the sale of our HEP interests. In March 2017, we sold an approximate 31.0% ownership interest in HEP for aggregate net proceeds of $189.7 million.
|
|
|
(2)
|
Includes a loss of $31.4 million for the year ended December 31, 2019 related to the impairment of the carrying value of the Cedar Cove JV, as we determined that the carrying value of our investment was not recoverable based on the forecasted cash flows from the Cedar Cove JV.
|
The following table shows the balances related to our investment in unconsolidated affiliates as of December 31, 2019 and 2018 (in millions):
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
GCF
|
$
|
39.2
|
|
|
$
|
41.9
|
|
Cedar Cove JV
|
3.9
|
|
|
38.2
|
|
Total investment in unconsolidated affiliates
|
$
|
43.1
|
|
|
$
|
80.1
|
|
(10) 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, 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
ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
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. Unit-based compensation associated with ENLC’s unit-based compensation plans awarded to ENLC’s directors, officers, and employees is recorded by us since ENLC has no substantial or managed operating activities other than its interests in us.
Amounts recognized on the consolidated financial statements with respect to these plans are as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2019
|
|
2018
|
|
2017
|
Cost of unit-based compensation charged to general and administrative expense
|
$
|
32.5
|
|
|
$
|
30.0
|
|
|
$
|
37.1
|
|
Cost of unit-based compensation charged to operating expense
|
6.7
|
|
|
10.8
|
|
|
10.7
|
|
Total unit-based compensation expense
|
$
|
39.2
|
|
|
$
|
40.8
|
|
|
$
|
47.8
|
|
All unit-based awards issued and outstanding immediately prior to the effective time of the Merger under the GP Plan have 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, with certain adjustments to the performance-based vesting of terms of applicable awards related to the performance of ENLC.
(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 year ended December 31, 2019 is provided below:
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 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 years ended December 31, 2019, 2018, and 2017 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
EnLink Midstream Partners, LP Restricted Incentive Units:
|
|
2019
|
|
2018
|
|
2017
|
Aggregate intrinsic value of units vested
|
|
$
|
8.0
|
|
|
$
|
13.1
|
|
|
$
|
16.6
|
|
Fair value of units vested
|
|
$
|
7.2
|
|
|
$
|
16.4
|
|
|
$
|
22.6
|
|
ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(c) EnLink Midstream Partners, LP Performance Units
Prior to the Merger, our 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 Partners, LP Performance Units:
|
|
March 2018
|
|
March 2017
|
Grant-date fair value
|
|
$
|
19.24
|
|
|
$
|
25.73
|
|
Beginning TSR price
|
|
$
|
15.44
|
|
|
$
|
17.55
|
|
Risk-free interest rate
|
|
2.38
|
%
|
|
1.62
|
%
|
Volatility factor
|
|
43.85
|
%
|
|
43.94
|
%
|
Distribution yield
|
|
10.5
|
%
|
|
8.7
|
%
|
The following table presents a summary of the performance units:
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 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.
|
ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
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 years ended December 31, 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. No performance units vested for the year ended December 31, 2017.
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
EnLink Midstream Partners, LP Performance Units:
|
|
2019
|
|
2018
|
Aggregate intrinsic value of units vested
|
|
$
|
2.1
|
|
|
$
|
5.0
|
|
Fair value of units vested
|
|
$
|
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 year ended December 31, 2019 is provided below:
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 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)
|
|
2,027,653
|
|
|
11.09
|
|
Vested (1)(2)
|
|
(1,886,905
|
)
|
|
12.06
|
|
Forfeited
|
|
(606,276
|
)
|
|
13.85
|
|
Converted from ENLK (3)
|
|
2,103,266
|
|
|
14.01
|
|
Non-vested, end of period
|
|
4,063,605
|
|
|
$
|
13.85
|
|
Aggregate intrinsic value, end of period (in millions)
|
|
$
|
24.9
|
|
|
|
|
____________________________
|
|
(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 626,133 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.
|
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 years ended December 31, 2019, 2018, and 2017 is provided below (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
EnLink Midstream, LLC Restricted Incentive Units:
|
|
2019
|
|
2018
|
|
2017
|
Aggregate intrinsic value of units vested
|
|
$
|
17.3
|
|
|
$
|
12.8
|
|
|
$
|
15.3
|
|
Fair value of units vested
|
|
$
|
22.8
|
|
|
$
|
16.5
|
|
|
$
|
22.2
|
|
As of December 31, 2019, there were $23.1 million of unrecognized compensation costs related to non-vested ENLC restricted incentive units. This cost is expected to be recognized over a weighted average period of 1.6 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
ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
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 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 such 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.
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 “Manager 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”).
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 “Manager Committee”) of the Manager 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.
ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
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 Manager 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 Manager 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%
|
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:
|
|
October 2019
|
|
June 2019
|
|
March 2019
|
|
March 2018
|
|
March 2017
|
Grant-date fair value
|
|
$
|
7.29
|
|
|
$
|
9.92
|
|
|
$
|
13.10
|
|
|
$
|
21.63
|
|
|
$
|
28.77
|
|
Beginning TSR price
|
|
$
|
7.42
|
|
|
$
|
9.84
|
|
|
$
|
10.92
|
|
|
$
|
16.55
|
|
|
$
|
18.29
|
|
Risk-free interest rate
|
|
1.44
|
%
|
|
1.72
|
%
|
|
2.42
|
%
|
|
2.38
|
%
|
|
1.62
|
%
|
Volatility factor
|
|
35.00
|
%
|
|
33.50
|
%
|
|
33.86
|
%
|
|
51.36
|
%
|
|
52.07
|
%
|
Distribution yield
|
|
10.1
|
%
|
|
11.5
|
%
|
|
9.7
|
%
|
|
6.7
|
%
|
|
5.4
|
%
|
ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
The following table presents a summary of the performance units:
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 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
|
|
1,202,105
|
|
|
11.73
|
|
Vested (1)
|
|
(374,745
|
)
|
|
21.08
|
|
Forfeited
|
|
(261,451
|
)
|
|
15.68
|
|
Converted from ENLK (2)
|
|
333,798
|
|
|
25.84
|
|
Non-vested, end of period
|
|
1,317,856
|
|
|
$
|
14.22
|
|
Aggregate intrinsic value, end of period (in millions)
|
|
$
|
8.1
|
|
|
|
____________________________
|
|
(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 years ended December 31, 2019 and 2018 is provided below (in millions). No performance units vested for the year ended December 31, 2017.
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
EnLink Midstream, LLC Performance Units:
|
|
2019
|
|
2018
|
Aggregate intrinsic value of units vested
|
|
$
|
3.4
|
|
|
$
|
4.7
|
|
Fair value of units vested
|
|
$
|
7.9
|
|
|
$
|
7.7
|
|
As of December 31, 2019, there were $10.2 million of unrecognized compensation costs that related to non-vested performance units. These costs are expected to be recognized over a weighted-average period of 1.8 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.
(f) Benefit Plan
ENLK maintains a tax-qualified 401(k) plan whereby it matches 100% of every dollar contributed up to 6% of an employee’s eligible compensation plus a 2% non-discretionary contribution (not to exceed the maximum amount permitted by law). Contributions of $9.4 million, $8.3 million, and $7.6 million were made to the plan for the years ended December 31, 2019, 2018, and 2017, respectively.
(11) 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
ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
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 with ENLC, which mirrored the terms of ENLC’s interest rate swap with a third party, 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 our 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 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. In addition, the settlement loss was included as an operating cash outflow on the consolidated statement of cash flows for the year ended December 31, 2017.
For the year ended December 31, 2019, we recorded $12.4 million into accumulated other comprehensive loss related to changes in fair value of our interest rate swaps.
For the year ended December 31, 2019, we realized a loss of $0.4 million 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 years ended December 31, 2018 and 2017, we amortized an immaterial amount of the settlement loss into interest expense, net of interest income from accumulated other comprehensive loss. We expect to recognize an additional $5.7 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):
|
|
|
|
|
|
December 31, 2019
|
Fair value of derivative liabilities—current
|
$
|
(5.6
|
)
|
Fair value of derivative liabilities—long-term
|
(6.8
|
)
|
Net fair value of derivatives
|
$
|
(12.4
|
)
|
Commodity Swaps
We manage our exposure to changes in commodity prices by hedging the impact of market fluctuations. Commodity swaps are used both to manage and hedge price and location risk related to these market exposures and to manage margins on offsetting fixed-price purchase or sale commitments for physical quantities of crude, condensate, natural gas, and NGLs. We do not designate commodity swaps as cash flow or fair value hedges for hedge accounting treatment under ASC 815. Therefore, changes in the fair value of our derivatives are recorded in revenue in the period incurred. In addition, our commodity risk management policy does not allow us to take speculative positions with our derivative contracts.
We commonly enter into index (float-for-float) or fixed-for-float swaps in order to mitigate our cash flow exposure to fluctuations in the future prices of natural gas, NGLs, and crude oil. For natural gas, index swaps are used to protect against the price exposure of daily priced gas versus first-of-month priced gas. For condensate, crude oil, and natural gas, index swaps are also used to hedge the basis location price risk resulting from supply and markets being priced on different indices. For natural gas, NGLs, condensate, and crude oil, fixed-for-float swaps are used to protect cash flows against price fluctuations: (1) where we receive a percentage of liquids as a fee for processing third-party gas or where we receive a portion of the proceeds of the sales of natural gas and liquids as a fee, (2) in the natural gas processing and fractionation components of our business and (3) where we are mitigating the price risk for product held in inventory or storage.
Assets and liabilities related to our derivative contracts are included in the fair value of derivative assets and liabilities, and the change in fair value of these contracts is recorded net as a gain (loss) on derivative activity on the consolidated statements
ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
of operations. We estimate the fair value of all of our derivative contracts based upon actively-quoted prices of the underlying commodities.
The components of gain (loss) on derivative activity in the consolidated statements of operations related to commodity swaps are (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2019
|
|
2018
|
|
2017
|
Change in fair value of derivatives
|
$
|
(0.1
|
)
|
|
$
|
10.1
|
|
|
$
|
4.7
|
|
Realized gain (loss) on derivatives
|
14.5
|
|
|
(4.9
|
)
|
|
(8.9
|
)
|
Gain (loss) on derivative activity
|
$
|
14.4
|
|
|
$
|
5.2
|
|
|
$
|
(4.2
|
)
|
The fair value of derivative assets and liabilities related to commodity swaps are as follows (in millions):
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
Fair value of derivative assets—current
|
$
|
12.9
|
|
|
$
|
28.6
|
|
Fair value of derivative assets—long-term
|
4.3
|
|
|
4.1
|
|
Fair value of derivative liabilities—current
|
(8.8
|
)
|
|
(21.8
|
)
|
Fair value of derivative liabilities—long-term
|
—
|
|
|
(2.4
|
)
|
Net fair value of derivatives
|
$
|
8.4
|
|
|
$
|
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 December 31, 2019 (in millions). The remaining term of the contracts extend no later than December 2022.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
Commodity
|
|
Instruments
|
|
Unit
|
|
Volume
|
|
|
Net Fair Value
|
NGL (short contracts)
|
|
Swaps
|
|
Gallons
|
|
(64.0
|
)
|
|
$
|
1.7
|
|
NGL (long contracts)
|
|
Swaps
|
|
Gallons
|
|
11.7
|
|
|
(0.5
|
)
|
Natural gas (short contracts)
|
|
Swaps
|
|
MMBtu
|
|
(4.7
|
)
|
|
1.0
|
|
Natural gas (long contracts)
|
|
Swaps
|
|
MMBtu
|
|
3.7
|
|
|
(0.4
|
)
|
Crude and condensate (short contracts)
|
|
Swaps
|
|
MMbbls
|
|
(12.8
|
)
|
|
(1.0
|
)
|
Crude and condensate (long contracts)
|
|
Swaps
|
|
MMbbls
|
|
2.0
|
|
|
7.6
|
|
Total fair value of derivatives
|
|
|
|
|
|
|
|
$
|
8.4
|
|
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 $17.2 million as of December 31, 2019 would be reduced to $8.4 million due to the offsetting of gross fair value payables against gross fair value receivables as allowed by the ISDAs.
(12) Fair Value Measurements
ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), sets forth a framework for measuring fair value and required disclosures about fair value measurements of assets and liabilities. Fair value under ASC 820 is defined as the price at which an asset could be exchanged in a current transaction between knowledgeable, willing parties. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, use of unobservable prices or inputs are used to estimate the current fair value, often using an internal valuation model. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the item being valued.
ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
ASC 820 established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
Our derivative contracts primarily consist of commodity swap contracts, which are not traded on a public exchange. The fair values of commodity swap contracts are determined using discounted cash flow techniques. The techniques incorporate Level 1 and Level 2 inputs for future commodity prices that are readily available in public markets or can be derived from information available in publicly-quoted markets. These market inputs are utilized in the discounted cash flow calculation considering the instrument’s term, notional amount, discount rate, and credit risk and are classified as Level 2 in hierarchy.
Assets and liabilities measured at fair value on a recurring basis are summarized below (in millions):
|
|
|
|
|
|
|
|
|
|
Level 2
|
|
December 31, 2019
|
|
December 31, 2018
|
Interest rate swaps (1)
|
$
|
(12.4
|
)
|
|
$
|
—
|
|
Commodity swaps (2)
|
$
|
8.4
|
|
|
$
|
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):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
Long-term debt (1)
|
$
|
4,764.3
|
|
|
$
|
4,444.2
|
|
|
$
|
4,319.6
|
|
|
$
|
3,953.6
|
|
Obligations under financing lease
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.5
|
|
|
$
|
2.2
|
|
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 the long-term debt is reduced by debt issuance costs of $29.8 million and $24.3 million at December 31, 2019 and 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 and was not 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 December 31, 2019, ENLC had total borrowings under senior unsecured notes of $500.0 million maturing in 2029 with a fixed interest rate of 5.375%. As of December 31, 2019, we had total borrowings under senior unsecured notes of $3.1 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 December 31, 2019 and 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 PARTNERS, LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(13) Commitments and Contingencies
(a) Change of Control and Severance Agreements
Certain members of our management are parties to severance and change of control agreements with the Operating Partnership. The severance and change in control agreements provide those individuals with severance payments in certain circumstances and prohibit such individuals from, among other things, competing with our general partner or its affiliates during his or her employment. In addition, the severance and change of control agreements prohibit subject individuals from, among other things, disclosing confidential information about our general partner or interfering with a client or customer of our general partner or its affiliates, in each case during his or her employment and for certain periods (including indefinite periods) following the termination of such person’s employment.
(b) Environmental Issues
The operation of pipelines, plants, and other facilities for the gathering, processing, transmitting, stabilizing, fractionating, storing, or disposing of natural gas, NGLs, crude oil, condensate, brine, and other products is subject to stringent and complex laws and regulations pertaining to health, safety, and the environment. As an owner, partner, or operator of these facilities, we must comply with United States laws and regulations at the federal, state, and local levels that relate to air and water quality, hazardous and solid waste management and disposal, oil spill prevention, climate change, endangered species, and other environmental matters. The cost of planning, designing, constructing, and operating pipelines, plants, and other facilities must account for compliance with environmental laws and regulations and safety standards. Federal, state, or local administrative decisions, developments in the federal or state court systems, or other governmental or judicial actions may influence the interpretation and enforcement of environmental laws and regulations and may thereby increase compliance costs. Failure to comply with these laws and regulations may trigger a variety of administrative, civil, and potentially criminal enforcement measures, including citizen suits, which can include the assessment of monetary penalties, the imposition of remedial requirements, and the issuance of injunctions or restrictions on operation. Management believes that, based on currently known information, compliance with these laws and regulations will not have a material adverse effect on our results of operations, financial condition, or cash flows. However, we cannot provide assurance that future events, such as changes in existing laws, regulations, or enforcement policies, the promulgation of new laws or regulations, or the discovery or development of new factual circumstances will not cause us to incur material costs. Environmental regulations have historically become more stringent over time, and thus, there can be no assurance as to the amount or timing of future expenditures for environmental compliance or remediation.
(c) Litigation Contingencies
We are involved in various litigation and administrative proceedings arising in the normal course of business. In the opinion of management, any liabilities that may result from these claims would not individually or in the aggregate have a material adverse effect on our financial position, results of operations, or cash flows.
At times, our subsidiaries acquire pipeline easements and other property rights by exercising rights of eminent domain and common carrier. As a result, from time to time we or our subsidiaries are party to lawsuits under which a court will determine the value of pipeline easements or other property interests obtained by our subsidiaries by condemnation. Damage awards in these suits should reflect the value of the property interest acquired and the diminution in the value of the remaining property owned by the landowner. However, some landowners have alleged unique damage theories to inflate their damage claims or assert valuation methodologies that could result in damage awards in excess of the amounts anticipated. Although it is not possible to predict the ultimate outcomes of these matters, we do not expect that awards in these matters will have a material adverse impact on our consolidated financial condition, results of operations, or cash flows.
We own and operate a high-pressure pipeline and underground natural gas and NGL storage reservoirs and associated facilities near Bayou Corne, Louisiana. In August 2012, a large sinkhole formed in the vicinity of this pipeline and underground storage reservoirs, resulting in damage to certain of our facilities. In order to recover our losses from responsible parties, we sued the operator of a failed cavern in the area, and its insurers, as well as other parties we alleged to have contributed to the formation of the sinkhole seeking recovery for these losses. We also filed a claim with our insurers, which our insurers denied. We disputed the denial and sued our insurers, and we subsequently reached settlements regarding the entirety of our claims in both lawsuits. In August 2014, we received a partial settlement with respect to our claims in the amount of $6.1 million. We
ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
secured additional settlement payments during 2017, which resulted in the recognition of “Gain on litigation settlement” of $26.0 million on the consolidated statement of operations for the year ended December 31, 2017.
(14) Segment Information
Effective January 1, 2019, we changed our reportable operating segments to reflect how we currently make financial decisions and allocate resources. Prior to January 1, 2019, 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 years ended December 31, 2018 and 2017 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.
|
Based on the disclosure requirements of ASC 606, we are presenting revenues disaggregated based on the type of good or service in order to more fully depict the nature of our revenues. As we adopted ASC 606 using the modified retrospective method, only the consolidated statement of operations and revenue disaggregation information for the years ended December 31, 2019 and 2018 are presented to conform to ASC 606 accounting and disclosure requirements. Prior periods presented in the consolidated financial statements and accompanying notes were not restated in accordance with ASC 606.
ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
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):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Permian
|
|
North Texas
|
|
Oklahoma
|
|
Louisiana
|
|
Corporate
|
|
Totals
|
Year Ended December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
Natural gas sales
|
$
|
94.3
|
|
|
$
|
129.3
|
|
|
$
|
236.4
|
|
|
$
|
416.6
|
|
|
$
|
—
|
|
|
$
|
876.6
|
|
NGL sales
|
0.9
|
|
|
30.9
|
|
|
19.6
|
|
|
1,725.6
|
|
|
—
|
|
|
1,777.0
|
|
Crude oil and condensate sales
|
1,975.0
|
|
|
—
|
|
|
109.6
|
|
|
291.9
|
|
|
—
|
|
|
2,376.5
|
|
Product sales
|
2,070.2
|
|
|
160.2
|
|
|
365.6
|
|
|
2,434.1
|
|
|
—
|
|
|
5,030.1
|
|
Natural gas sales—related parties
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
NGL sales—related parties
|
347.7
|
|
|
94.8
|
|
|
421.1
|
|
|
25.7
|
|
|
(889.3
|
)
|
|
—
|
|
Crude oil and condensate sales—related parties
|
13.5
|
|
|
5.5
|
|
|
—
|
|
|
1.7
|
|
|
(20.7
|
)
|
|
—
|
|
Product sales—related parties
|
361.6
|
|
|
100.3
|
|
|
421.1
|
|
|
27.4
|
|
|
(910.4
|
)
|
|
—
|
|
Gathering and transportation
|
48.8
|
|
|
196.4
|
|
|
234.5
|
|
|
58.3
|
|
|
—
|
|
|
538.0
|
|
Processing
|
30.5
|
|
|
143.0
|
|
|
138.2
|
|
|
3.2
|
|
|
—
|
|
|
314.9
|
|
NGL services
|
—
|
|
|
0.1
|
|
|
—
|
|
|
50.6
|
|
|
—
|
|
|
50.7
|
|
Crude services
|
19.2
|
|
|
—
|
|
|
19.8
|
|
|
51.9
|
|
|
—
|
|
|
90.9
|
|
Other services
|
12.0
|
|
|
1.1
|
|
|
0.1
|
|
|
0.7
|
|
|
—
|
|
|
13.9
|
|
Midstream services
|
110.5
|
|
|
340.6
|
|
|
392.6
|
|
|
164.7
|
|
|
—
|
|
|
1,008.4
|
|
NGL services—related parties
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.4
|
)
|
|
3.4
|
|
|
—
|
|
Crude services—related parties
|
—
|
|
|
—
|
|
|
1.8
|
|
|
—
|
|
|
(1.8
|
)
|
|
—
|
|
Midstream services—related parties
|
—
|
|
|
—
|
|
|
1.8
|
|
|
(3.4
|
)
|
|
1.6
|
|
|
—
|
|
Revenue from contracts with customers
|
2,542.3
|
|
|
601.1
|
|
|
1,181.1
|
|
|
2,622.8
|
|
|
(908.8
|
)
|
|
6,038.5
|
|
Cost of sales
|
(2,283.9
|
)
|
|
(208.8
|
)
|
|
(627.0
|
)
|
|
(2,181.6
|
)
|
|
908.8
|
|
|
(4,392.5
|
)
|
Operating expenses
|
(112.9
|
)
|
|
(102.9
|
)
|
|
(104.0
|
)
|
|
(147.3
|
)
|
|
—
|
|
|
(467.1
|
)
|
Gain on derivative activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14.4
|
|
|
14.4
|
|
Segment profit
|
$
|
145.5
|
|
|
$
|
289.4
|
|
|
$
|
450.1
|
|
|
$
|
293.9
|
|
|
$
|
14.4
|
|
|
$
|
1,193.3
|
|
Depreciation and amortization
|
$
|
(119.8
|
)
|
|
$
|
(139.8
|
)
|
|
$
|
(194.9
|
)
|
|
$
|
(154.1
|
)
|
|
$
|
(8.4
|
)
|
|
$
|
(617.0
|
)
|
Impairments
|
$
|
(3.5
|
)
|
|
$
|
(2.1
|
)
|
|
$
|
(190.5
|
)
|
|
$
|
(2.1
|
)
|
|
$
|
—
|
|
|
$
|
(198.2
|
)
|
Capital expenditures
|
$
|
364.5
|
|
|
$
|
39.0
|
|
|
$
|
238.1
|
|
|
$
|
99.9
|
|
|
$
|
6.9
|
|
|
$
|
748.4
|
|
ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Permian
|
|
North Texas
|
|
Oklahoma
|
|
Louisiana
|
|
Corporate
|
|
Totals
|
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
Natural gas sales
|
$
|
152.3
|
|
|
$
|
140.6
|
|
|
$
|
189.7
|
|
|
$
|
531.1
|
|
|
$
|
—
|
|
|
$
|
1,013.7
|
|
NGL sales
|
0.5
|
|
|
29.0
|
|
|
25.2
|
|
|
2,786.3
|
|
|
—
|
|
|
2,841.0
|
|
Crude oil and condensate sales
|
2,344.1
|
|
|
0.5
|
|
|
85.9
|
|
|
227.1
|
|
|
—
|
|
|
2,657.6
|
|
Product sales
|
2,496.9
|
|
|
170.1
|
|
|
300.8
|
|
|
3,544.5
|
|
|
—
|
|
|
6,512.3
|
|
Natural gas sales—related parties
|
(0.3
|
)
|
|
—
|
|
|
2.5
|
|
|
0.3
|
|
|
—
|
|
|
2.5
|
|
NGL sales—related parties
|
454.1
|
|
|
49.4
|
|
|
590.8
|
|
|
47.4
|
|
|
(1,104.3
|
)
|
|
37.4
|
|
Crude oil and condensate sales—related parties
|
—
|
|
|
1.8
|
|
|
0.3
|
|
|
0.2
|
|
|
(1.2
|
)
|
|
1.1
|
|
Product sales—related parties
|
453.8
|
|
|
51.2
|
|
|
593.6
|
|
|
47.9
|
|
|
(1,105.5
|
)
|
|
41.0
|
|
Gathering and transportation
|
28.0
|
|
|
146.3
|
|
|
143.2
|
|
|
68.8
|
|
|
—
|
|
|
386.3
|
|
Processing
|
23.8
|
|
|
83.9
|
|
|
128.7
|
|
|
3.3
|
|
|
—
|
|
|
239.7
|
|
NGL services
|
—
|
|
|
—
|
|
|
—
|
|
|
59.6
|
|
|
—
|
|
|
59.6
|
|
Crude services
|
4.2
|
|
|
—
|
|
|
2.8
|
|
|
60.1
|
|
|
—
|
|
|
67.1
|
|
Other services
|
8.7
|
|
|
0.9
|
|
|
0.1
|
|
|
0.9
|
|
|
—
|
|
|
10.6
|
|
Midstream services
|
64.7
|
|
|
231.1
|
|
|
274.8
|
|
|
192.7
|
|
|
—
|
|
|
763.3
|
|
Gathering and transportation—related parties
|
—
|
|
|
122.7
|
|
|
80.6
|
|
|
—
|
|
|
—
|
|
|
203.3
|
|
Processing—related parties
|
—
|
|
|
108.5
|
|
|
48.5
|
|
|
—
|
|
|
—
|
|
|
157.0
|
|
NGL services—related parties
|
—
|
|
|
—
|
|
|
—
|
|
|
3.3
|
|
|
(3.3
|
)
|
|
—
|
|
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
|
|
|
3.3
|
|
|
(3.3
|
)
|
|
377.2
|
|
Revenue from contracts with customers
|
3,030.3
|
|
|
684.1
|
|
|
1,299.8
|
|
|
3,788.4
|
|
|
(1,108.8
|
)
|
|
7,693.8
|
|
Cost of sales
|
(2,808.3
|
)
|
|
(199.2
|
)
|
|
(743.6
|
)
|
|
(3,365.7
|
)
|
|
1,108.8
|
|
|
(6,008.0
|
)
|
Operating expenses
|
(96.1
|
)
|
|
(112.7
|
)
|
|
(90.3
|
)
|
|
(154.3
|
)
|
|
—
|
|
|
(453.4
|
)
|
Gain on derivative activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.2
|
|
|
5.2
|
|
Segment profit
|
$
|
125.9
|
|
|
$
|
372.2
|
|
|
$
|
465.9
|
|
|
$
|
268.4
|
|
|
$
|
5.2
|
|
|
$
|
1,237.6
|
|
Depreciation and amortization
|
$
|
(111.0
|
)
|
|
$
|
(127.9
|
)
|
|
$
|
(178.8
|
)
|
|
$
|
(150.9
|
)
|
|
$
|
(8.7
|
)
|
|
$
|
(577.3
|
)
|
Impairments
|
$
|
(138.5
|
)
|
|
$
|
(202.7
|
)
|
|
$
|
—
|
|
|
$
|
(24.6
|
)
|
|
$
|
—
|
|
|
$
|
(365.8
|
)
|
Goodwill
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
190.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
190.3
|
|
Capital expenditures
|
$
|
271.7
|
|
|
$
|
24.7
|
|
|
$
|
493.8
|
|
|
$
|
54.4
|
|
|
$
|
5.3
|
|
|
$
|
849.9
|
|
ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Permian
|
|
North Texas
|
|
Oklahoma
|
|
Louisiana
|
|
Corporate
|
|
Totals
|
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
Product sales
|
$
|
1,344.0
|
|
|
$
|
162.5
|
|
|
$
|
128.8
|
|
|
$
|
2,723.1
|
|
|
$
|
—
|
|
|
$
|
4,358.4
|
|
Product sales—related parties
|
357.0
|
|
|
120.5
|
|
|
349.4
|
|
|
39.8
|
|
|
(721.8
|
)
|
|
144.9
|
|
Midstream services
|
77.5
|
|
|
51.6
|
|
|
155.0
|
|
|
268.2
|
|
|
—
|
|
|
552.3
|
|
Midstream services—related parties
|
18.7
|
|
|
410.4
|
|
|
241.6
|
|
|
151.1
|
|
|
(133.6
|
)
|
|
688.2
|
|
Cost of sales
|
(1,628.5
|
)
|
|
(264.5
|
)
|
|
(523.0
|
)
|
|
(2,800.9
|
)
|
|
855.4
|
|
|
(4,361.5
|
)
|
Operating expenses
|
(85.1
|
)
|
|
(121.8
|
)
|
|
(64.6
|
)
|
|
(147.2
|
)
|
|
—
|
|
|
(418.7
|
)
|
Loss on derivative activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.2
|
)
|
|
(4.2
|
)
|
Segment profit (loss)
|
$
|
83.6
|
|
|
$
|
358.7
|
|
|
$
|
287.2
|
|
|
$
|
234.1
|
|
|
$
|
(4.2
|
)
|
|
$
|
959.4
|
|
Depreciation and amortization
|
$
|
(109.9
|
)
|
|
$
|
(127.0
|
)
|
|
$
|
(156.3
|
)
|
|
$
|
(141.7
|
)
|
|
$
|
(10.4
|
)
|
|
$
|
(545.3
|
)
|
Impairments
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(17.1
|
)
|
|
$
|
—
|
|
|
$
|
(17.1
|
)
|
Goodwill
|
$
|
29.3
|
|
|
$
|
202.7
|
|
|
$
|
190.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
422.3
|
|
Capital expenditures
|
$
|
186.1
|
|
|
$
|
18.2
|
|
|
$
|
450.1
|
|
|
$
|
87.3
|
|
|
$
|
26.4
|
|
|
$
|
768.1
|
|
The following table reconciles the segment profits reported above to the operating income as reported on the consolidated statements of operations (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2019
|
|
2018
|
|
2017
|
Segment profit
|
$
|
1,193.3
|
|
|
$
|
1,237.6
|
|
|
$
|
959.4
|
|
General and administrative expenses
|
(139.2
|
)
|
|
(130.2
|
)
|
|
(123.5
|
)
|
Gain (loss) on disposition of assets
|
1.9
|
|
|
(0.4
|
)
|
|
—
|
|
Depreciation and amortization
|
(617.0
|
)
|
|
(577.3
|
)
|
|
(545.3
|
)
|
Impairments
|
(198.2
|
)
|
|
(365.8
|
)
|
|
(17.1
|
)
|
Loss on secured term loan receivable
|
(52.9
|
)
|
|
—
|
|
|
—
|
|
Gain on litigation settlement
|
—
|
|
|
—
|
|
|
26.0
|
|
Operating income
|
$
|
187.9
|
|
|
$
|
163.9
|
|
|
$
|
299.5
|
|
The table below represents information about segment assets (in millions):
|
|
|
|
|
|
|
|
|
|
Segment Identifiable Assets:
|
|
December 31, 2019
|
|
December 31, 2018
|
Permian
|
|
$
|
2,281.1
|
|
|
$
|
2,096.8
|
|
North Texas
|
|
1,135.8
|
|
|
1,308.2
|
|
Oklahoma
|
|
3,035.0
|
|
|
3,209.5
|
|
Louisiana
|
|
2,562.0
|
|
|
2,734.5
|
|
Corporate
|
|
120.7
|
|
|
222.3
|
|
Total identifiable assets
|
|
$
|
9,134.6
|
|
|
$
|
9,571.3
|
|
ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(15) Quarterly Financial Data (Unaudited)
Summarized unaudited quarterly financial data is presented below (in millions, except per unit data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
|
Total
|
2019
|
|
|
|
|
|
|
|
|
|
Revenues
|
$
|
1,779.2
|
|
|
$
|
1,710.0
|
|
|
$
|
1,408.0
|
|
|
$
|
1,155.7
|
|
|
$
|
6,052.9
|
|
Impairments
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
198.2
|
|
|
$
|
198.2
|
|
Operating income (loss)
|
$
|
110.6
|
|
|
$
|
53.4
|
|
|
$
|
96.7
|
|
|
$
|
(72.8
|
)
|
|
$
|
187.9
|
|
Net income (loss) attributable to ENLK
|
$
|
62.8
|
|
|
$
|
4.1
|
|
|
$
|
42.4
|
|
|
$
|
(163.6
|
)
|
|
$
|
(54.3
|
)
|
|
|
|
|
|
|
|
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
Revenues
|
$
|
1,761.7
|
|
|
$
|
1,764.7
|
|
|
$
|
2,114.3
|
|
|
$
|
2,058.3
|
|
|
$
|
7,699.0
|
|
Impairments
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24.6
|
|
|
$
|
341.2
|
|
|
$
|
365.8
|
|
Operating income (loss)
|
$
|
106.6
|
|
|
$
|
150.1
|
|
|
$
|
92.5
|
|
|
$
|
(185.3
|
)
|
|
$
|
163.9
|
|
Net income (loss) attributable to ENLK
|
$
|
64.3
|
|
|
$
|
111.5
|
|
|
$
|
48.8
|
|
|
$
|
(225.1
|
)
|
|
$
|
(0.5
|
)
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
|
|
|
|
|
|
|
Revenues
|
$
|
1,321.9
|
|
|
$
|
1,263.6
|
|
|
$
|
1,397.9
|
|
|
$
|
1,756.2
|
|
|
$
|
5,739.6
|
|
Impairments
|
$
|
7.0
|
|
|
$
|
—
|
|
|
$
|
1.8
|
|
|
$
|
8.3
|
|
|
$
|
17.1
|
|
Operating income
|
$
|
57.6
|
|
|
$
|
70.4
|
|
|
$
|
73.4
|
|
|
$
|
98.1
|
|
|
$
|
299.5
|
|
Net income attributable to ENLK
|
$
|
16.7
|
|
|
$
|
30.4
|
|
|
$
|
27.8
|
|
|
$
|
78.8
|
|
|
$
|
153.7
|
|
(16) Supplemental Cash Flow Information
The following schedule summarizes cash paid for interest and income taxes and non-cash investing activities for the periods presented (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
Supplemental disclosures of cash flow information:
|
|
2019
|
|
2018
|
|
2017
|
Cash paid for interest (1)
|
|
$
|
218.5
|
|
|
$
|
182.6
|
|
|
$
|
163.8
|
|
Cash paid for income taxes
|
|
$
|
3.9
|
|
|
$
|
1.5
|
|
|
$
|
4.8
|
|
|
|
|
|
|
|
|
Non-cash investing activities:
|
|
|
|
|
|
|
Non-cash accrual of property and equipment
|
|
$
|
(6.5
|
)
|
|
$
|
6.8
|
|
|
$
|
(22.7
|
)
|
Discounted secured term loan receivable from contract restructuring
|
|
$
|
—
|
|
|
$
|
47.7
|
|
|
$
|
—
|
|
____________________________
|
|
(1)
|
Includes cash paid to ENLC for interest of $62.6 million for the year ended December 31, 2019.
|
ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(17) 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:
|
|
December 31, 2019
|
|
December 31, 2018
|
Natural gas and NGLs inventory
|
|
$
|
43.4
|
|
|
$
|
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
|
|
13.5
|
|
|
12.1
|
|
Natural gas and NGLs inventory, prepaid expenses, and other
|
|
$
|
56.9
|
|
|
$
|
72.8
|
|
____________________________
|
|
(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 and was not 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:
|
|
December 31, 2019
|
|
December 31, 2018
|
Accrued interest
|
|
$
|
32.6
|
|
|
$
|
37.3
|
|
Accrued wages and benefits, including taxes
|
|
25.5
|
|
|
37.2
|
|
Accrued ad valorem taxes
|
|
28.5
|
|
|
28.1
|
|
Capital expenditure accruals
|
|
42.4
|
|
|
50.6
|
|
Onerous performance obligations
|
|
—
|
|
|
9.0
|
|
Short-term lease liability
|
|
21.1
|
|
|
1.5
|
|
Suspense producer payments
|
|
13.8
|
|
|
34.6
|
|
Operating expense accruals
|
|
10.8
|
|
|
10.2
|
|
Other
|
|
27.0
|
|
|
38.2
|
|
Other current liabilities
|
|
$
|
201.7
|
|
|
$
|
246.7
|
|