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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Enlink Midstream Partners, LP Common Units Representing Limited Partnership Interests | NYSE:ENLK | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 12.05 | 0.00 | 01:00:00 |
Delaware
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16-1616605
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(State of organization)
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(I.R.S. Employer Identification No.)
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1722 ROUTH ST., SUITE 1300
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DALLAS, TEXAS
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75201
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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(Do not check if a smaller reporting company)
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Emerging growth company
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¨
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Item
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Description
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Page
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June 30, 2017
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December 31, 2016
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||||
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(Unaudited)
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ASSETS
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||||
Current assets:
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||||
Cash and cash equivalents
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$
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11.2
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$
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11.6
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Accounts receivable:
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||||
Trade, net of allowance for bad debt of $0.1 and $0.1, respectively
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23.8
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63.9
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Accrued revenue and other
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346.9
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369.6
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Related party
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109.3
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100.2
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Fair value of derivative assets
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4.0
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1.3
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Natural gas and NGLs inventory, prepaid expenses and other
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59.6
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31.0
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Investment in unconsolidated affiliates—current
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—
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193.1
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Total current assets
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554.8
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770.7
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Property and equipment, net of accumulated depreciation of $2,325.1 and $2,124.1, respectively
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6,512.0
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6,256.7
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Fair value of derivative assets
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0.7
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—
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Intangible assets, net of accumulated amortization of $236.6 and $171.6, respectively
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1,559.2
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1,624.2
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Goodwill
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422.3
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422.3
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Investment in unconsolidated affiliates—non-current
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84.2
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77.3
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Other assets, net
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2.9
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2.2
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Total assets
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$
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9,136.1
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$
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9,153.4
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LIABILITIES AND PARTNERS’ EQUITY
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||||
Current liabilities:
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||||
Accounts payable and drafts payable
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$
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57.2
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$
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69.2
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Accounts payable to related party
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21.9
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10.4
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Accrued gas, NGLs, condensate and crude oil purchases
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296.1
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333.3
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Fair value of derivative liabilities
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3.6
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7.6
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Installment payable, net of discount of $13.4 and $0.5, respectively
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236.6
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249.5
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Other current liabilities
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214.0
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217.0
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Total current liabilities
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829.4
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887.0
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Long-term debt
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3,631.7
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3,268.0
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Asset retirement obligations
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13.8
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13.5
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Installment payable, net of discount of $26.3 at December 31, 2016
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—
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223.7
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Other long-term liabilities
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42.1
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42.6
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Deferred tax liability
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73.0
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73.0
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Fair value of derivative liabilities
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0.3
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—
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||||
Redeemable non-controlling interest
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4.8
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5.2
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Partners’ equity:
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||||
Common unitholders (347,459,411 and 342,856,292 units issued and outstanding, respectively)
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2,994.2
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3,193.2
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Preferred unitholders (55,466,928 and 53,182,651 units issued and outstanding, respectively)
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834.8
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794.0
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General partner interest (1,594,974 equivalent units outstanding)
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208.2
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209.1
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Accumulated other comprehensive loss
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(2.2
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)
|
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—
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Non-controlling interest
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506.0
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444.1
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Total partners’ equity
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4,541.0
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4,640.4
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Commitments and contingencies (Note 13)
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Total liabilities and partners’ equity
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$
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9,136.1
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$
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9,153.4
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Three Months Ended
June 30, |
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Six Months Ended
June 30, |
||||||||||||
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2017
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2016
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2017
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2016
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(Unaudited)
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||||||||||||||
Revenues:
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Product sales
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$
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927.2
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$
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738.3
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$
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1,917.2
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$
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1,326.8
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Product sales—related parties
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29.3
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31.7
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72.0
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56.2
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Midstream services
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131.9
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108.3
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259.3
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222.8
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Midstream services—related parties
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173.6
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160.6
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332.6
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323.2
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Gain (loss) on derivative activity
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1.6
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(5.7
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)
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4.4
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(6.1
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)
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||||
Total revenues
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1,263.6
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1,033.2
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2,585.5
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1,922.9
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Operating costs and expenses:
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Cost of sales (1)
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932.4
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732.4
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1,934.7
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1,318.6
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Operating expenses (2)
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102.6
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100.1
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206.7
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198.3
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||||
General and administrative
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29.6
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29.1
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64.6
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62.3
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||||
(Gain) loss on disposition of assets
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(5.4
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)
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0.3
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(0.3
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0.1
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||||
Depreciation and amortization
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142.5
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124.9
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270.8
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246.8
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||||
Impairments
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—
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—
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7.0
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566.3
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||||
Gain on litigation settlement
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(8.5
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)
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—
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(26.0
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)
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—
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||||
Total operating costs and expenses
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1,193.2
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986.8
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2,457.5
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2,392.4
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|
||||
Operating income (loss)
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70.4
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46.4
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128.0
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(469.5
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)
|
||||
Other income (expense):
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||||||||
Interest expense, net of interest income
|
(47.1
|
)
|
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(46.2
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)
|
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(91.6
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)
|
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(89.9
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)
|
||||
Gain on extinguishment of debt
|
9.0
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—
|
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9.0
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—
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||||
Income (loss) from unconsolidated affiliates
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(0.1
|
)
|
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0.8
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0.6
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(1.6
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)
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||||
Other income (expense)
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0.2
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(0.1
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)
|
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0.2
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—
|
|
||||
Total other expense
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(38.0
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)
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(45.5
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)
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(81.8
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)
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(91.5
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)
|
||||
Income (loss) before non-controlling interest and income taxes
|
32.4
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0.9
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46.2
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(561.0
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)
|
||||
Income tax benefit (provision)
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0.3
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2.3
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(0.2
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)
|
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1.3
|
|
||||
Net income (loss)
|
32.7
|
|
|
3.2
|
|
|
46.0
|
|
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(559.7
|
)
|
||||
Net income (loss) attributable to non-controlling interest
|
3.1
|
|
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(1.8
|
)
|
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(1.7
|
)
|
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(4.3
|
)
|
||||
Net income (loss) attributable to EnLink Midstream Partners, LP
|
$
|
29.6
|
|
|
$
|
5.0
|
|
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$
|
47.7
|
|
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$
|
(555.4
|
)
|
General partner interest in net income
|
$
|
10.8
|
|
|
$
|
10.6
|
|
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$
|
16.7
|
|
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$
|
18.0
|
|
Limited partners’ interest in net loss attributable to EnLink Midstream Partners, LP
|
$
|
(0.5
|
)
|
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$
|
(23.5
|
)
|
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$
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(9.8
|
)
|
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$
|
(590.7
|
)
|
Class C partners’ interest in net loss attributable to EnLink Midstream Partners, LP
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
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$
|
—
|
|
|
$
|
(12.5
|
)
|
Preferred interest in net income attributable to EnLink Midstream Partners, LP
|
$
|
19.3
|
|
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$
|
18.0
|
|
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$
|
40.8
|
|
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$
|
29.8
|
|
Net loss attributable to EnLink Midstream Partners, LP per limited partners’ unit:
|
|
|
|
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|
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||||||||
Basic common unit
|
$
|
—
|
|
|
$
|
(0.07
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(1.80
|
)
|
Diluted common unit
|
$
|
—
|
|
|
$
|
(0.07
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(1.80
|
)
|
(1)
|
Includes related party cost of sales of
$50.9 million
and
$49.8 million
for the three months ended
June 30, 2017
and
2016
, respectively, and
$79.6 million
and
$92.4 million
for the
six months ended
June 30, 2017
and
2016
, respectively.
|
(2)
|
Includes related party operating expenses of
$0.3 million
and
$0.2 million
for the three months ended
June 30, 2017
and
2016
, respectively, and
$0.5 million
and
$0.3 million
for the
six months ended
June 30, 2017
and
2016
, respectively.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
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2016
|
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2017
|
|
2016
|
||||||||
|
(Unaudited)
|
||||||||||||||
Net income (loss)
|
$
|
32.7
|
|
|
$
|
3.2
|
|
|
$
|
46.0
|
|
|
$
|
(559.7
|
)
|
Loss on designated cash flow hedge
|
(2.2
|
)
|
|
—
|
|
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(2.2
|
)
|
|
—
|
|
||||
Comprehensive income (loss)
|
30.5
|
|
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3.2
|
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43.8
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(559.7
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)
|
||||
Comprehensive income (loss) attributable to non-controlling interest
|
3.1
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(1.8
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)
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(1.7
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)
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(4.3
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)
|
||||
Comprehensive income (loss) attributable to EnLink Midstream Partners, LP
|
$
|
27.4
|
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|
$
|
5.0
|
|
|
$
|
45.5
|
|
|
$
|
(555.4
|
)
|
|
Common Units
|
|
Preferred Units
|
|
General
Partner Interest
|
|
Accumulated Other Comprehensive Loss
|
|
Non-Controlling Interest
|
|
Total
|
|
Redeemable Non-Controlling Interest (Temporary Equity)
|
|||||||||||||||||||||||
|
$
|
|
Units
|
|
$
|
|
Units
|
|
$
|
|
Units
|
|
$
|
|
$
|
|
$
|
|
$
|
|||||||||||||||||
|
(Unaudited)
|
|||||||||||||||||||||||||||||||||||
Balance, December 31, 2016
|
$
|
3,193.2
|
|
|
342.9
|
|
|
$
|
794.0
|
|
|
53.2
|
|
|
$
|
209.1
|
|
|
1.6
|
|
|
$
|
—
|
|
|
$
|
444.1
|
|
|
$
|
4,640.4
|
|
|
$
|
5.2
|
|
Issuance of common units
|
72.2
|
|
|
4.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
72.2
|
|
|
—
|
|
|||||||
Conversion of restricted units for common units, net of units withheld for taxes
|
(5.1
|
)
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.1
|
)
|
|
—
|
|
|||||||
Unit-based compensation
|
12.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25.6
|
|
|
—
|
|
|||||||
Contribution from Devon
|
1.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|||||||
Distributions
|
(270.4
|
)
|
|
—
|
|
|
—
|
|
|
2.3
|
|
|
(30.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(300.8
|
)
|
|
—
|
|
|||||||
Non-controlling interest contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71.5
|
|
|
71.5
|
|
|
—
|
|
|||||||
Distributions to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.9
|
)
|
|
(7.9
|
)
|
|
—
|
|
|||||||
Distributions to redeemable non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|||||||
Unrealized loss on derivatives
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.2
|
)
|
|
—
|
|
|
(2.2
|
)
|
|
—
|
|
|||||||
Net income (loss)
|
(9.8
|
)
|
|
—
|
|
|
40.8
|
|
|
—
|
|
|
16.7
|
|
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
|
46.0
|
|
|
—
|
|
|||||||
Balance, June 30, 2017
|
$
|
2,994.2
|
|
|
347.5
|
|
|
$
|
834.8
|
|
|
55.5
|
|
|
$
|
208.2
|
|
|
1.6
|
|
|
$
|
(2.2
|
)
|
|
$
|
506.0
|
|
|
$
|
4,541.0
|
|
|
$
|
4.8
|
|
|
Six Months Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
|
(Unaudited)
|
||||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
46.0
|
|
|
$
|
(559.7
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
||||
Impairments
|
7.0
|
|
|
566.3
|
|
||
Depreciation and amortization
|
270.8
|
|
|
246.8
|
|
||
(Gain) loss on disposition of assets
|
(0.3
|
)
|
|
0.1
|
|
||
Non-cash unit-based compensation
|
28.6
|
|
|
15.2
|
|
||
(Gain) loss on derivatives recognized in net income (loss)
|
(4.4
|
)
|
|
6.1
|
|
||
Gain on extinguishment of debt
|
(9.0
|
)
|
|
—
|
|
||
Cash settlements on derivatives
|
(6.0
|
)
|
|
8.3
|
|
||
Amortization of debt issue costs
|
1.9
|
|
|
1.7
|
|
||
Amortization of net discount on notes
|
12.3
|
|
|
24.3
|
|
||
(Income) loss from unconsolidated affiliates
|
(0.6
|
)
|
|
1.6
|
|
||
Other
|
0.3
|
|
|
0.2
|
|
||
Changes in assets and liabilities, net of assets acquired and liabilities assumed:
|
|
|
|
|
|
||
Accounts receivable, accrued revenue and other
|
56.1
|
|
|
(18.1
|
)
|
||
Natural gas and NGLs inventory, prepaid expenses and other
|
(34.1
|
)
|
|
3.8
|
|
||
Accounts payable, accrued gas and crude oil purchases and other accrued liabilities
|
(36.4
|
)
|
|
3.0
|
|
||
Net cash provided by operating activities
|
332.2
|
|
|
299.6
|
|
||
Cash flows from investing activities, net of assets acquired and liabilities assumed:
|
|
|
|
||||
Additions to property and equipment
|
(471.7
|
)
|
|
(288.2
|
)
|
||
Acquisition of business, net of cash acquired
|
—
|
|
|
(769.1
|
)
|
||
Proceeds from sale of unconsolidated affiliate investment
|
189.7
|
|
|
—
|
|
||
Proceeds from sale of property
|
1.3
|
|
|
0.8
|
|
||
Investment in unconsolidated affiliates
|
(10.3
|
)
|
|
(41.8
|
)
|
||
Distribution from unconsolidated affiliates in excess of earnings
|
7.4
|
|
|
14.8
|
|
||
Net cash used in investing activities
|
(283.6
|
)
|
|
(1,083.5
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from borrowings
|
1,750.9
|
|
|
820.0
|
|
||
Payments on borrowings
|
(1,373.3
|
)
|
|
(537.2
|
)
|
||
Payment of installment payable for EnLink Oklahoma T.O. acquisition
|
(250.0
|
)
|
|
—
|
|
||
Payments on capital lease obligations
|
(1.7
|
)
|
|
(2.1
|
)
|
||
Debt financing costs
|
(5.7
|
)
|
|
(0.3
|
)
|
||
Conversion of restricted units, net of units withheld for taxes
|
(5.1
|
)
|
|
(1.1
|
)
|
||
Proceeds from issuance of common units
|
72.2
|
|
|
52.3
|
|
||
Proceeds from issuance of preferred units
|
—
|
|
|
724.1
|
|
||
Distributions to non-controlling partners
|
(8.3
|
)
|
|
(2.6
|
)
|
||
Contributions by non-controlling partners, including contributions from affiliates of $43.0 and $15.6, respectively
|
71.5
|
|
|
21.5
|
|
||
Distribution to partners
|
(300.8
|
)
|
|
(283.9
|
)
|
||
Mandatorily redeemable non-controlling interest
|
—
|
|
|
(4.0
|
)
|
||
Contribution from Devon
|
1.3
|
|
|
1.4
|
|
||
Net cash provided by (used in) financing activities
|
(49.0
|
)
|
|
788.1
|
|
||
Net increase (decrease) in cash and cash
equivalents
|
(0.4
|
)
|
|
4.2
|
|
||
Cash and cash equivalents, beginning of period
|
11.6
|
|
|
5.9
|
|
||
Cash and cash equivalents, end of period
|
$
|
11.2
|
|
|
$
|
10.1
|
|
Cash paid for interest
|
$
|
78.2
|
|
|
$
|
67.4
|
|
Cash paid for income taxes
|
$
|
3.2
|
|
|
$
|
2.3
|
|
(a)
|
Organization of Business
|
(b)
|
Nature of Business
|
(a)
|
Basis of Presentation
|
(b)
|
Adopted Accounting Standards
|
Consideration:
|
|
||
Cash
|
$
|
783.6
|
|
Total installment payable, net of discount of $79.1 million assuming payments made on January 7, 2017 and 2018
|
420.9
|
|
|
Contribution from ENLC
|
237.1
|
|
|
Total consideration
|
$
|
1,441.6
|
|
|
|
||
Purchase Price Allocation:
|
|
||
Assets acquired:
|
|
||
Current assets (including $12.8 million in cash)
|
$
|
23.0
|
|
Property, plant and equipment
|
406.1
|
|
|
Intangibles
|
1,051.3
|
|
|
Liabilities assumed:
|
|
||
Current liabilities
|
(38.8
|
)
|
|
Total identifiable net assets
|
$
|
1,441.6
|
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
Six Months Ended June 30, 2017
|
|
|
|
|
|
||||||
Customer relationships, beginning of period
|
$
|
1,795.8
|
|
|
$
|
(171.6
|
)
|
|
$
|
1,624.2
|
|
Amortization expense
|
—
|
|
|
(65.0
|
)
|
|
(65.0
|
)
|
|||
Customer relationships, end of period
|
$
|
1,795.8
|
|
|
$
|
(236.6
|
)
|
|
$
|
1,559.2
|
|
2017 (remaining)
|
$
|
61.7
|
|
2018
|
123.4
|
|
|
2019
|
123.4
|
|
|
2020
|
123.4
|
|
|
2021
|
123.4
|
|
|
Thereafter
|
1,003.9
|
|
|
Total
|
$
|
1,559.2
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
Outstanding Principal
|
|
Premium (Discount)
|
|
Long-Term Debt
|
|
Outstanding Principal
|
|
Premium (Discount)
|
|
Long-Term Debt
|
||||||||||||
Partnership credit facility due 2020 (1)
|
$
|
166.0
|
|
|
$
|
—
|
|
|
$
|
166.0
|
|
|
$
|
120.0
|
|
|
$
|
—
|
|
|
$
|
120.0
|
|
2.70% Senior unsecured notes due 2019
|
400.0
|
|
|
(0.2
|
)
|
|
399.8
|
|
|
400.0
|
|
|
(0.3
|
)
|
|
399.7
|
|
||||||
7.125% Senior unsecured notes due 2022
|
—
|
|
|
—
|
|
|
—
|
|
|
162.5
|
|
|
16.0
|
|
|
178.5
|
|
||||||
4.40% Senior unsecured notes due 2024
|
550.0
|
|
|
2.3
|
|
|
552.3
|
|
|
550.0
|
|
|
2.5
|
|
|
552.5
|
|
||||||
4.15% Senior unsecured notes due 2025
|
750.0
|
|
|
(1.0
|
)
|
|
749.0
|
|
|
750.0
|
|
|
(1.1
|
)
|
|
748.9
|
|
||||||
4.85% Senior unsecured notes due 2026
|
500.0
|
|
|
(0.6
|
)
|
|
499.4
|
|
|
500.0
|
|
|
(0.7
|
)
|
|
499.3
|
|
||||||
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
|
|
|
(6.6
|
)
|
|
443.4
|
|
|
450.0
|
|
|
(6.6
|
)
|
|
443.4
|
|
||||||
5.45% Senior unsecured notes due 2047
|
500.0
|
|
|
(0.1
|
)
|
|
499.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Debt classified as long-term
|
$
|
3,666.0
|
|
|
$
|
(6.4
|
)
|
|
$
|
3,659.6
|
|
|
$
|
3,282.5
|
|
|
$
|
9.6
|
|
|
$
|
3,292.1
|
|
Debt issuance cost (2)
|
|
|
|
|
(27.9
|
)
|
|
|
|
|
|
(24.1
|
)
|
||||||||||
Long-term debt, net of unamortized issuance cost
|
|
|
|
|
$
|
3,631.7
|
|
|
|
|
|
|
$
|
3,268.0
|
|
(1)
|
Bears interest based on Prime and/or LIBOR plus an applicable margin. The effective interest rate was
2.8%
and
2.3%
at
June 30, 2017
and
December 31, 2016
, respectively.
|
(2)
|
Net of amortization of
$10.2 million
and
$8.3 million
at
June 30, 2017
and
December 31, 2016
, respectively.
|
(a)
|
Issuance of Common Units
|
(b)
|
Distributions
|
Declaration period
|
Distribution paid-in kind (1)
|
|
Date paid/payable
|
|
2017
|
|
|
|
|
Fourth Quarter of 2016
|
1,130,131
|
|
|
February 13, 2017
|
First Quarter of 2017
|
1,154,147
|
|
|
May 12, 2017
|
Second Quarter of 2017
|
1,178,672
|
|
|
August 11, 2017
|
|
|
|
|
|
2016
|
|
|
|
|
First Quarter of 2016
|
992,445
|
|
|
May 12, 2016
|
Second Quarter of 2016
|
1,083,589
|
|
|
August 11, 2016
|
(1)
|
Represents distributions paid on the Preferred Units through issuance of additional Preferred Units.
|
Declaration period
|
Distribution/unit
|
|
Date paid/payable
|
||
2017
|
|
|
|
||
Fourth Quarter of 2016
|
$
|
0.39
|
|
|
February 13, 2017
|
First Quarter of 2017
|
$
|
0.39
|
|
|
May 12, 2017
|
Second Quarter of 2017
|
$
|
0.39
|
|
|
August 11, 2017
|
|
|
|
|
||
2016
|
|
|
|
||
Fourth Quarter of 2015
|
$
|
0.39
|
|
|
February 11, 2016
|
First Quarter of 2016
|
$
|
0.39
|
|
|
May 12, 2016
|
Second Quarter of 2016
|
$
|
0.39
|
|
|
August 11, 2016
|
(c)
|
Earnings Per Unit and Dilution Computations
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Limited partners’ interest in net loss
|
$
|
(0.5
|
)
|
|
$
|
(23.5
|
)
|
|
$
|
(9.8
|
)
|
|
$
|
(590.7
|
)
|
Distributed earnings allocated to:
|
|
|
|
|
|
|
|
||||||||
Common units (1) (2)
|
$
|
135.3
|
|
|
$
|
128.6
|
|
|
$
|
269.3
|
|
|
$
|
255.5
|
|
Unvested restricted units (1) (2)
|
1.0
|
|
|
0.9
|
|
|
1.9
|
|
|
1.7
|
|
||||
Total distributed earnings
|
$
|
136.3
|
|
|
$
|
129.5
|
|
|
$
|
271.2
|
|
|
$
|
257.2
|
|
Undistributed loss allocated to:
|
|
|
|
|
|
|
|
||||||||
Common units
|
$
|
(135.8
|
)
|
|
$
|
(151.6
|
)
|
|
$
|
(279.0
|
)
|
|
$
|
(842.3
|
)
|
Unvested restricted units
|
(1.0
|
)
|
|
(1.4
|
)
|
|
(2.0
|
)
|
|
(5.6
|
)
|
||||
Total undistributed loss
|
$
|
(136.8
|
)
|
|
$
|
(153.0
|
)
|
|
$
|
(281.0
|
)
|
|
$
|
(847.9
|
)
|
Net loss allocated to:
|
|
|
|
|
|
|
|
||||||||
Common units
|
$
|
(0.5
|
)
|
|
$
|
(23.0
|
)
|
|
$
|
(9.7
|
)
|
|
$
|
(586.8
|
)
|
Unvested restricted units
|
—
|
|
|
(0.5
|
)
|
|
(0.1
|
)
|
|
(3.9
|
)
|
||||
Total limited partners’ interest in net loss
|
$
|
(0.5
|
)
|
|
$
|
(23.5
|
)
|
|
$
|
(9.8
|
)
|
|
$
|
(590.7
|
)
|
Basic and diluted net loss per unit:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
—
|
|
|
$
|
(0.07
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(1.80
|
)
|
Diluted
|
$
|
—
|
|
|
$
|
(0.07
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(1.80
|
)
|
(1)
|
For the three months ended
June 30, 2017
and
2016
, distributed earnings included a declared distribution of
$0.39
per unit payable on
August 11, 2017
and a distribution of
$0.39
per unit paid on
August 11, 2016
, respectively.
|
(2)
|
For the
six
months ended
June 30, 2017
, distributed earnings included a distribution of
$0.39
per unit paid on
May 12, 2017
and a declared distribution of
$0.39
per unit payable on
August 11, 2017
. For the
six
months ended
June 30, 2016
, distributed earnings included distributions of
$0.39
per unit paid on
May 12, 2016
and
$0.39
per unit paid on
August 11, 2016
.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Basic weighted average units outstanding:
|
|
|
|
|
|
|
|
||||
Weighted average limited partner basic common units outstanding (1)
|
346.9
|
|
|
330.1
|
|
|
345.2
|
|
|
327.6
|
|
|
|
|
|
|
|
|
|
||||
Diluted weighted average units outstanding:
|
|
|
|
|
|
|
|
||||
Weighted average limited partner basic common units outstanding (1)
|
346.9
|
|
|
330.1
|
|
|
345.2
|
|
|
327.6
|
|
Dilutive effect of non-vested restricted units (2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total weighted average limited partner diluted common units outstanding
|
346.9
|
|
|
330.1
|
|
|
345.2
|
|
|
327.6
|
|
(1)
|
For the
three and six
months ended
June 30, 2016
, weighted average limited partner basic common units outstanding included the weighted average impact of
7,409,996
and
7,298,996
Common Class C Common Units, respectively, that converted into common units on May 13, 2016.
|
(2)
|
All common unit equivalents were antidilutive for the
three and six
months ended
June 30, 2017
and
2016
because the limited partners were allocated a net loss.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Income allocation for incentive distributions
|
$
|
14.6
|
|
|
$
|
14.2
|
|
|
$
|
29.3
|
|
|
$
|
28.0
|
|
Unit-based compensation attributable to ENLC’s restricted units
|
(3.9
|
)
|
|
(3.6
|
)
|
|
(12.7
|
)
|
|
(7.6
|
)
|
||||
General partner share of net income (loss)
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
(2.4
|
)
|
||||
General partner interest in net income
|
$
|
10.8
|
|
|
$
|
10.6
|
|
|
$
|
16.7
|
|
|
$
|
18.0
|
|
Six Months Ended June 30, 2017
|
|
||
Balance, beginning of period
|
$
|
13.5
|
|
Accretion expense
|
0.3
|
|
|
Balance, end of period
|
$
|
13.8
|
|
•
|
a contractual right to the economic benefits and burdens associated with Devon’s
38.75%
ownership interest in Gulf Coast Fractionators (“GCF”) at
June 30, 2017
and
December 31, 2016
;
|
•
|
an approximate
30.0%
ownership in Cedar Cove Midstream LLC (the “Cedar Cove JV”) at
June 30, 2017
and
December 31, 2016
.
On November 9, 2016, we formed the Cedar Cove JV with Kinder Morgan, Inc., which consists of gathering and compression assets in Blaine County, Oklahoma, the heart of the Sooner Trend Anadarko Basin Canadian and Kingfisher Counties play; and
|
•
|
an approximate
31.0%
common unit ownership interest in Howard Energy Partners (“HEP”) at
December 31, 2016
.
In December 2016, we entered into an agreement to sell our ownership interest in HEP. We finalized the sale in March 2017 and received net proceeds of
$189.7 million
.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Gulf Coast Fractionators
|
|
|
|
|
|
|
|
||||||||
Contributions
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Distributions
|
$
|
4.4
|
|
|
$
|
0.5
|
|
|
$
|
7.1
|
|
|
$
|
3.5
|
|
Equity in income (loss)
|
$
|
—
|
|
|
$
|
0.5
|
|
|
$
|
4.0
|
|
|
$
|
(1.2
|
)
|
|
|
|
|
|
|
|
|
||||||||
Howard Energy Partners
|
|
|
|
|
|
|
|
||||||||
Contributions
|
$
|
—
|
|
|
$
|
34.7
|
|
|
$
|
—
|
|
|
$
|
41.8
|
|
Distributions
|
$
|
—
|
|
|
$
|
5.1
|
|
|
$
|
—
|
|
|
$
|
11.3
|
|
Equity in income (loss) (1)
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
(3.4
|
)
|
|
$
|
(0.4
|
)
|
|
|
|
|
|
|
|
|
||||||||
Cedar Cove JV
|
|
|
|
|
|
|
|
||||||||
Contributions
|
$
|
4.3
|
|
|
$
|
—
|
|
|
$
|
10.3
|
|
|
$
|
—
|
|
Distributions
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
Equity in loss
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Total
|
|
|
|
|
|
|
|
||||||||
Contributions
|
$
|
4.3
|
|
|
$
|
34.7
|
|
|
$
|
10.3
|
|
|
$
|
41.8
|
|
Distributions
|
$
|
4.5
|
|
|
$
|
5.6
|
|
|
$
|
7.4
|
|
|
$
|
14.8
|
|
Equity in income (loss) (1)
|
$
|
(0.1
|
)
|
|
$
|
0.8
|
|
|
$
|
0.6
|
|
|
$
|
(1.6
|
)
|
(1)
|
Includes a loss of
$3.4 million
for the
six
months ended
June 30, 2017
from the sale of HEP in March 2017.
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Gulf Coast Fractionators
|
$
|
45.4
|
|
|
$
|
48.5
|
|
Howard Energy Partners
|
—
|
|
|
193.1
|
|
||
Cedar Cove JV
|
38.8
|
|
|
28.8
|
|
||
Total investment in unconsolidated affiliates
|
$
|
84.2
|
|
|
$
|
270.4
|
|
(a)
|
Long-Term Incentive Plans
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Cost of unit-based compensation charged to general and administrative expense
|
$
|
6.7
|
|
|
$
|
5.7
|
|
|
$
|
21.0
|
|
|
$
|
11.9
|
|
Cost of unit-based compensation charged to operating expense
|
2.6
|
|
|
1.6
|
|
|
7.6
|
|
|
3.3
|
|
||||
Total unit-based compensation expense
|
$
|
9.3
|
|
|
$
|
7.3
|
|
|
$
|
28.6
|
|
|
$
|
15.2
|
|
(b)
|
EnLink Midstream Partners, LP Restricted Incentive Units
|
|
|
Six Months Ended
June 30, 2017 |
||||||
EnLink Midstream Partners, LP Restricted Incentive Units:
|
|
Number of Units
|
|
Weighted Average Grant-Date Fair Value
|
||||
Non-vested, beginning of period
|
|
2,024,820
|
|
|
$
|
19.05
|
|
|
Granted (1)
|
|
841,069
|
|
|
18.44
|
|
||
Vested (1)(2)
|
|
(813,267
|
)
|
|
25.78
|
|
||
Forfeited
|
|
(29,669
|
)
|
|
16.87
|
|
||
Non-vested, end of period
|
|
2,022,953
|
|
|
$
|
16.12
|
|
|
Aggregate intrinsic value, end of period (in millions)
|
|
$
|
34.3
|
|
|
|
|
(1)
|
Restricted incentive units
typically vest at the end of three years. In March 2017,
we
granted
262,288
restricted incentive units with a fair value of
$5.1 million
to officers and certain employees as bonus payments for 2016, and these restricted incentive units vested immediately and are included in the restricted incentive units granted and vested line items.
|
(2)
|
Vested units included
263,342
units withheld for payroll taxes paid on behalf of employees.
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
EnLink Midstream Partners, LP Restricted Incentive Units:
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Aggregate intrinsic value of units vested
|
|
$
|
0.4
|
|
|
$
|
0.1
|
|
|
$
|
15.7
|
|
|
$
|
3.8
|
|
Fair value of units vested
|
|
$
|
0.5
|
|
|
$
|
—
|
|
|
$
|
21.0
|
|
|
$
|
9.0
|
|
(c)
|
EnLink Midstream Partners, LP Performance Units
|
EnLink Midstream Partners, LP Performance Units:
|
|
March 2017
|
||
Beginning TSR Price
|
|
$
|
17.55
|
|
Risk-free interest rate
|
|
1.62
|
%
|
|
Volatility factor
|
|
43.94
|
%
|
|
Distribution yield
|
|
8.7
|
%
|
|
|
Six Months Ended
June 30, 2017 |
||||||
EnLink Midstream Partners, LP Performance Units:
|
|
Number of Units
|
|
Weighted Average Grant-Date Fair Value
|
||||
Non-vested, beginning of period
|
|
408,637
|
|
|
$
|
11.53
|
|
|
Granted
|
|
176,648
|
|
|
25.73
|
|
||
Forfeited
|
|
—
|
|
|
—
|
|
||
Non-vested, end of period
|
|
585,285
|
|
|
$
|
15.82
|
|
|
Aggregate intrinsic value, end of period (in millions)
|
|
$
|
9.9
|
|
|
|
|
(d)
|
EnLink Midstream, LLC Restricted Incentive Units
|
|
|
Six Months Ended
June 30, 2017 |
||||||
EnLink Midstream, LLC Restricted Incentive Units:
|
|
Number of Units
|
|
Weighted Average Grant-Date Fair Value
|
||||
Non-vested, beginning of period
|
|
1,897,298
|
|
|
$
|
19.96
|
|
|
Granted (1)
|
|
799,499
|
|
|
19.27
|
|
||
Vested (1)(2)
|
|
(743,484
|
)
|
|
27.98
|
|
||
Forfeited
|
|
(28,838
|
)
|
|
17.31
|
|
||
Non-vested, end of period
|
|
1,924,475
|
|
|
$
|
16.61
|
|
|
Aggregate intrinsic value, end of period (in millions)
|
|
$
|
33.9
|
|
|
|
|
(1)
|
Restricted incentive units
typically vest at the end of three years. In March 2017,
ENLC
granted
258,606
restricted incentive units with a fair value of
$5.0 million
to officers and certain employees as bonus payments for 2016, and these restricted incentive units vested immediately and are included in the restricted incentive units granted and vested line items.
|
(2)
|
Vested units included
229,455
units withheld for payroll taxes paid on behalf of employees.
|
(e)
|
EnLink Midstream, LLC’s Performance Units
|
EnLink Midstream, LLC Performance Units:
|
|
March 2017
|
||
Beginning TSR Price
|
|
$
|
18.29
|
|
Risk-free interest rate
|
|
1.62
|
%
|
|
Volatility factor
|
|
52.07
|
%
|
|
Distribution yield
|
|
5.4
|
%
|
|
|
Six Months Ended
June 30, 2017 |
||||||
EnLink Midstream, LLC Performance Units:
|
|
Number of Units
|
|
Weighted Average Grant-Date Fair Value
|
||||
Non-vested, beginning of period
|
|
384,264
|
|
|
$
|
19.30
|
|
|
Granted
|
|
164,575
|
|
|
28.77
|
|
||
Forfeited
|
|
—
|
|
|
—
|
|
||
Non-vested, end of period
|
|
548,839
|
|
|
$
|
22.14
|
|
|
Aggregate intrinsic value, end of period (in millions)
|
|
$
|
9.7
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Change in fair value of derivatives
|
$
|
1.8
|
|
|
$
|
(8.4
|
)
|
|
$
|
7.1
|
|
|
$
|
(14.4
|
)
|
Realized gain (loss) on derivatives
|
(0.2
|
)
|
|
2.7
|
|
|
(2.7
|
)
|
|
8.3
|
|
||||
Gain (loss) on derivative activity
|
$
|
1.6
|
|
|
$
|
(5.7
|
)
|
|
$
|
4.4
|
|
|
$
|
(6.1
|
)
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Fair value of derivative assets — current
|
$
|
4.0
|
|
|
$
|
1.3
|
|
Fair value of derivative assets — long-term
|
0.7
|
|
|
—
|
|
||
Fair value of derivative liabilities — current
|
(3.6
|
)
|
|
(7.6
|
)
|
||
Fair value of derivative liabilities — long-term
|
(0.3
|
)
|
|
—
|
|
||
Net fair value of derivatives
|
$
|
0.8
|
|
|
$
|
(6.3
|
)
|
|
|
|
|
June 30, 2017
|
|||||||
Commodity
|
|
Instruments
|
|
Unit
|
|
Volume
|
|
Fair Value
|
|||
NGL (short contracts)
|
|
Swaps
|
|
Gallons
|
|
(44.6
|
)
|
|
$
|
1.4
|
|
NGL (long contracts)
|
|
Swaps
|
|
Gallons
|
|
27.4
|
|
|
(1.8
|
)
|
|
Natural Gas (short contracts)
|
|
Swaps
|
|
MMBtu
|
|
(23.0
|
)
|
|
1.2
|
|
|
Natural Gas (long contracts)
|
|
Swaps
|
|
MMBtu
|
|
19.4
|
|
|
—
|
|
|
Total fair value of derivatives
|
|
|
|
|
|
|
|
|
$
|
0.8
|
|
|
Level 2
|
||||||
|
June 30, 2017
|
|
December 31, 2016
|
||||
Commodity Swaps (1)
|
$
|
0.8
|
|
|
$
|
(6.3
|
)
|
Total
|
$
|
0.8
|
|
|
$
|
(6.3
|
)
|
(1)
|
The fair values of derivative contracts included in assets or liabilities for risk management activities 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.
|
|
June 30, 2017
|
|
December 31, 2016
|
||||||||||||
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value |
|
Fair
Value |
||||||||
Long-term debt (1)
|
$
|
3,631.7
|
|
|
$
|
3,692.4
|
|
|
$
|
3,268.0
|
|
|
$
|
3,225.8
|
|
Installment Payables
|
$
|
236.6
|
|
|
$
|
238.0
|
|
|
$
|
473.2
|
|
|
$
|
476.6
|
|
Obligations under capital lease
|
$
|
4.8
|
|
|
$
|
4.0
|
|
|
$
|
6.6
|
|
|
$
|
6.1
|
|
(1)
|
The carrying value of long-term debt is reduced by debt issuance costs of
$27.9 million
and
$24.1 million
at
June 30, 2017
and
December 31, 2016
,
respectively. The respective fair values do not factor in debt issuance costs.
|
(a)
|
Severance and Change in Control Agreements
|
(b)
|
Environmental Issues
|
(c)
|
Litigation Contingencies
|
|
Texas
|
|
Louisiana
|
|
Oklahoma
|
|
Crude and Condensate
|
|
Corporate
|
|
Totals
|
||||||||||||
Three Months Ended June 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Product sales
|
$
|
74.6
|
|
|
$
|
548.7
|
|
|
$
|
27.7
|
|
|
$
|
276.2
|
|
|
$
|
—
|
|
|
$
|
927.2
|
|
Product sales—related parties
|
115.5
|
|
|
5.4
|
|
|
62.4
|
|
|
—
|
|
|
(154.0
|
)
|
|
29.3
|
|
||||||
Midstream services
|
28.2
|
|
|
56.3
|
|
|
33.0
|
|
|
14.4
|
|
|
—
|
|
|
131.9
|
|
||||||
Midstream services—related parties
|
107.2
|
|
|
35.3
|
|
|
59.4
|
|
|
5.3
|
|
|
(33.6
|
)
|
|
173.6
|
|
||||||
Cost of sales
|
(177.0
|
)
|
|
(575.7
|
)
|
|
(99.0
|
)
|
|
(268.3
|
)
|
|
187.6
|
|
|
(932.4
|
)
|
||||||
Operating expenses
|
(42.9
|
)
|
|
(24.6
|
)
|
|
(14.7
|
)
|
|
(20.4
|
)
|
|
—
|
|
|
(102.6
|
)
|
||||||
Gain on derivative activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.6
|
|
|
1.6
|
|
||||||
Segment profit
|
$
|
105.6
|
|
|
$
|
45.4
|
|
|
$
|
68.8
|
|
|
$
|
7.2
|
|
|
$
|
1.6
|
|
|
$
|
228.6
|
|
Depreciation and amortization
|
$
|
(59.6
|
)
|
|
$
|
(29.4
|
)
|
|
$
|
(38.6
|
)
|
|
$
|
(12.6
|
)
|
|
$
|
(2.3
|
)
|
|
$
|
(142.5
|
)
|
Goodwill
|
$
|
232.0
|
|
|
$
|
—
|
|
|
$
|
190.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
422.3
|
|
Capital expenditures
|
$
|
39.7
|
|
|
$
|
15.6
|
|
|
$
|
135.0
|
|
|
$
|
13.7
|
|
|
$
|
14.5
|
|
|
$
|
218.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Three Months Ended June 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Product sales
|
$
|
41.9
|
|
|
$
|
399.5
|
|
|
$
|
8.9
|
|
|
$
|
288.0
|
|
|
$
|
—
|
|
|
$
|
738.3
|
|
Product sales—related parties
|
72.7
|
|
|
15.2
|
|
|
22.5
|
|
|
0.9
|
|
|
(79.6
|
)
|
|
31.7
|
|
||||||
Midstream services
|
23.2
|
|
|
52.7
|
|
|
18.0
|
|
|
14.4
|
|
|
—
|
|
|
108.3
|
|
||||||
Midstream services—related parties
|
111.9
|
|
|
25.5
|
|
|
41.7
|
|
|
4.0
|
|
|
(22.5
|
)
|
|
160.6
|
|
||||||
Cost of sales
|
(103.6
|
)
|
|
(425.5
|
)
|
|
(31.6
|
)
|
|
(273.8
|
)
|
|
102.1
|
|
|
(732.4
|
)
|
||||||
Operating expenses
|
(43.0
|
)
|
|
(25.4
|
)
|
|
(11.8
|
)
|
|
(19.9
|
)
|
|
—
|
|
|
(100.1
|
)
|
||||||
Loss on derivative activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.7
|
)
|
|
(5.7
|
)
|
||||||
Segment profit (loss)
|
$
|
103.1
|
|
|
$
|
42.0
|
|
|
$
|
47.7
|
|
|
$
|
13.6
|
|
|
$
|
(5.7
|
)
|
|
$
|
200.7
|
|
Depreciation and amortization
|
$
|
(48.7
|
)
|
|
$
|
(28.6
|
)
|
|
$
|
(34.8
|
)
|
|
$
|
(10.6
|
)
|
|
$
|
(2.2
|
)
|
|
$
|
(124.9
|
)
|
Goodwill
|
$
|
231.1
|
|
|
$
|
—
|
|
|
$
|
190.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
421.4
|
|
Capital expenditures
|
$
|
57.2
|
|
|
$
|
14.1
|
|
|
$
|
63.1
|
|
|
$
|
0.9
|
|
|
$
|
4.9
|
|
|
$
|
140.2
|
|
|
Texas
|
|
Louisiana
|
|
Oklahoma
|
|
Crude and Condensate
|
|
Corporate
|
|
Totals
|
||||||||||||
Six Months Ended June 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Product sales
|
$
|
159.7
|
|
|
$
|
1,093.2
|
|
|
$
|
42.2
|
|
|
$
|
622.1
|
|
|
$
|
—
|
|
|
$
|
1,917.2
|
|
Product sales—related parties
|
222.0
|
|
|
15.6
|
|
|
126.8
|
|
|
0.8
|
|
|
(293.2
|
)
|
|
72.0
|
|
||||||
Midstream services
|
56.0
|
|
|
109.4
|
|
|
60.9
|
|
|
33.0
|
|
|
—
|
|
|
259.3
|
|
||||||
Midstream services—related parties
|
212.3
|
|
|
64.3
|
|
|
108.8
|
|
|
8.6
|
|
|
(61.4
|
)
|
|
332.6
|
|
||||||
Cost of sales
|
(356.2
|
)
|
|
(1,140.4
|
)
|
|
(187.7
|
)
|
|
(605.0
|
)
|
|
354.6
|
|
|
(1,934.7
|
)
|
||||||
Operating expenses
|
(86.8
|
)
|
|
(50.0
|
)
|
|
(28.8
|
)
|
|
(41.1
|
)
|
|
—
|
|
|
(206.7
|
)
|
||||||
Gain on derivative activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.4
|
|
|
4.4
|
|
||||||
Segment profit
|
$
|
207.0
|
|
|
$
|
92.1
|
|
|
$
|
122.2
|
|
|
$
|
18.4
|
|
|
$
|
4.4
|
|
|
$
|
444.1
|
|
Depreciation and amortization
|
$
|
(109.4
|
)
|
|
$
|
(57.5
|
)
|
|
$
|
(75.1
|
)
|
|
$
|
(24.1
|
)
|
|
$
|
(4.7
|
)
|
|
$
|
(270.8
|
)
|
Impairments
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(7.0
|
)
|
|
$
|
—
|
|
|
$
|
(7.0
|
)
|
Goodwill
|
$
|
232.0
|
|
|
$
|
—
|
|
|
$
|
190.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
422.3
|
|
Capital expenditures
|
$
|
68.0
|
|
|
$
|
48.3
|
|
|
$
|
275.7
|
|
|
$
|
51.1
|
|
|
$
|
23.5
|
|
|
$
|
466.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Six Months Ended June 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Product sales
|
$
|
104.4
|
|
|
$
|
687.2
|
|
|
$
|
16.7
|
|
|
$
|
518.5
|
|
|
$
|
—
|
|
|
$
|
1,326.8
|
|
Product sales—related parties
|
110.0
|
|
|
22.6
|
|
|
33.1
|
|
|
1.1
|
|
|
(110.6
|
)
|
|
56.2
|
|
||||||
Midstream services
|
50.6
|
|
|
107.9
|
|
|
33.1
|
|
|
31.2
|
|
|
—
|
|
|
222.8
|
|
||||||
Midstream services—related parties
|
222.2
|
|
|
38.2
|
|
|
86.7
|
|
|
9.2
|
|
|
(33.1
|
)
|
|
323.2
|
|
||||||
Cost of sales
|
(194.9
|
)
|
|
(727.6
|
)
|
|
(50.9
|
)
|
|
(488.9
|
)
|
|
143.7
|
|
|
(1,318.6
|
)
|
||||||
Operating expenses
|
(82.3
|
)
|
|
(48.7
|
)
|
|
(24.6
|
)
|
|
(42.7
|
)
|
|
—
|
|
|
(198.3
|
)
|
||||||
Loss on derivative activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.1
|
)
|
|
(6.1
|
)
|
||||||
Segment profit (loss)
|
$
|
210.0
|
|
|
$
|
79.6
|
|
|
$
|
94.1
|
|
|
$
|
28.4
|
|
|
$
|
(6.1
|
)
|
|
$
|
406.0
|
|
Depreciation and amortization
|
$
|
(94.9
|
)
|
|
$
|
(57.9
|
)
|
|
$
|
(68.6
|
)
|
|
$
|
(21.0
|
)
|
|
$
|
(4.4
|
)
|
|
$
|
(246.8
|
)
|
Impairments
|
$
|
(473.1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(93.2
|
)
|
|
$
|
—
|
|
|
$
|
(566.3
|
)
|
Goodwill
|
$
|
231.1
|
|
|
$
|
—
|
|
|
$
|
190.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
421.4
|
|
Capital expenditures
|
$
|
80.5
|
|
|
$
|
36.8
|
|
|
$
|
132.3
|
|
|
$
|
4.2
|
|
|
$
|
6.8
|
|
|
$
|
260.6
|
|
Segment Identifiable Assets:
|
June 30, 2017
|
|
December 31, 2016
|
||||
Texas
|
$
|
3,113.5
|
|
|
$
|
3,142.6
|
|
Louisiana
|
2,322.7
|
|
|
2,349.3
|
|
||
Oklahoma
|
2,731.4
|
|
|
2,524.5
|
|
||
Crude and Condensate
|
833.3
|
|
|
836.8
|
|
||
Corporate
|
135.2
|
|
|
300.2
|
|
||
Total identifiable assets
|
$
|
9,136.1
|
|
|
$
|
9,153.4
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Segment profits
|
$
|
228.6
|
|
|
$
|
200.7
|
|
|
$
|
444.1
|
|
|
$
|
406.0
|
|
General and administrative expenses
|
(29.6
|
)
|
|
(29.1
|
)
|
|
(64.6
|
)
|
|
(62.3
|
)
|
||||
Gain (loss) on disposition of assets
|
5.4
|
|
|
(0.3
|
)
|
|
0.3
|
|
|
(0.1
|
)
|
||||
Depreciation and amortization
|
(142.5
|
)
|
|
(124.9
|
)
|
|
(270.8
|
)
|
|
(246.8
|
)
|
||||
Impairments
|
—
|
|
|
—
|
|
|
(7.0
|
)
|
|
(566.3
|
)
|
||||
Gain on litigation settlement
|
8.5
|
|
|
—
|
|
|
26.0
|
|
|
—
|
|
||||
Operating income (loss)
|
$
|
70.4
|
|
|
$
|
46.4
|
|
|
$
|
128.0
|
|
|
$
|
(469.5
|
)
|
|
Six Months Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Non-cash financing activities:
|
|
|
|
||||
Installment payable, net of discount of $79.1 million (1)
|
$
|
—
|
|
|
$
|
420.9
|
|
Contribution from ENLC (2)
|
—
|
|
|
237.1
|
|
(1)
|
We incurred installment purchase obligations, net of discount,
payable to the seller in connection with the EnLink Oklahoma T.O. assets. We paid the first installment on January 6, 2017 and will pay the final installment no later than January 7, 2018. See “
Note 3—Acquisition
” for further discussion.
|
(2)
|
Contribution from ENLC in connection with the acquisition of EnLink Oklahoma T.O. assets. See “
Note 3—Acquisition
” for further discussion.
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Natural gas and NGLs inventory
|
$
|
42.1
|
|
|
$
|
17.4
|
|
Prepaid expenses and other
|
17.5
|
|
|
13.6
|
|
||
Natural gas and NGLs inventory, prepaid expenses and other
|
$
|
59.6
|
|
|
$
|
31.0
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Accrued interest
|
$
|
37.2
|
|
|
$
|
34.2
|
|
Accrued wages and benefits, including taxes
|
16.9
|
|
|
19.0
|
|
||
Accrued ad valorem taxes
|
23.2
|
|
|
23.5
|
|
||
Capital expenditure accruals
|
59.2
|
|
|
64.6
|
|
||
Onerous performance obligations
|
15.6
|
|
|
15.9
|
|
||
Other
|
61.9
|
|
|
59.8
|
|
||
Other current liabilities
|
$
|
214.0
|
|
|
$
|
217.0
|
|
•
|
Texas Segment
. The Texas segment includes our natural gas gathering, processing, transmission and fractionation operations in north Texas and the Midland and Delaware basins in west Texas;
|
•
|
Oklahoma Segment
. The Oklahoma segment includes our natural gas gathering and processing activities in Cana-Woodford, Arkoma-Woodford, Northern Oklahoma Woodford, Sooner Trend Anadarko Basin Canadian and Kingfisher Counties (“STACK”), South Central Oklahoma Oil Province (“SCOOP”) and Central Northern Oklahoma Woodford Shale areas;
|
•
|
Louisiana Segment
. The Louisiana segment includes our natural gas pipelines, natural gas processing plants, storage facilities and NGL assets located in Louisiana;
|
•
|
Crude and Condensate Segment
. The Crude and Condensate segment includes our Ohio River Valley (“ORV”) crude oil, condensate, condensate stabilization, natural gas compression and brine disposal activities in the Utica and Marcellus Shales, our crude oil operations in the Permian basin and our crude oil activities associated with our Victoria Express Pipeline and related truck terminal and storage assets located in the Eagle Ford Shale; and
|
•
|
Corporate Segment
. The Corporate segment includes our unconsolidated affiliate investments in the Cedar Cove JV in Oklahoma, our contractual right to the economic burdens and benefits associated with Devon’s ownership interest in Gulf Coast Fractionators in south Texas and our general partnership property and expenses. Until March 2017, the Corporate segment included our unconsolidated affiliate investment in Howard Energy Partners (“HEP”). In December 2016, we entered into an agreement to sell our ownership interest in HEP, and we finalized the sale in March 2017.
|
•
|
gathering and transporting natural gas and NGLs on the pipeline systems we own;
|
•
|
processing natural gas at our processing plants;
|
•
|
fractionating and marketing recovered NGLs;
|
•
|
providing compression services;
|
•
|
providing crude oil and condensate transportation and terminal services;
|
•
|
providing condensate stabilization services;
|
•
|
providing brine disposal services; and
|
•
|
providing gas, crude, and NGL storage.
|
•
|
natural gas gathered, transported, purchased and sold through our pipeline systems;
|
•
|
natural gas processed at our processing facilities;
|
•
|
NGLs handled at our fractionation facilities;
|
•
|
crude oil and condensate handled at our crude terminals;
|
•
|
crude oil and condensate gathered, transported, purchased and sold;
|
•
|
brine disposed;
|
•
|
condensate stabilized; and
|
•
|
gas, crude, and NGLs stored.
|
•
|
the financial performance of our assets without regard to financing methods, capital structure or historical cost basis;
|
•
|
the ability of our assets to generate cash sufficient to pay interest costs, support our indebtedness and make cash distributions to our unitholders and our general partner;
|
•
|
our operating performance and return on capital as compared to those of other companies in the midstream energy sector, without regard to financing methods or capital structure; and
|
•
|
the viability of acquisitions and capital expenditure projects and the overall rates of return on alternative investment opportunities.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income (loss)
|
$
|
32.7
|
|
|
$
|
3.2
|
|
|
$
|
46.0
|
|
|
$
|
(559.7
|
)
|
Interest expense, net of interest income
|
47.1
|
|
|
46.2
|
|
|
91.6
|
|
|
89.9
|
|
||||
Depreciation and amortization
|
142.5
|
|
|
124.9
|
|
|
270.8
|
|
|
246.8
|
|
||||
Impairments
|
—
|
|
|
—
|
|
|
7.0
|
|
|
566.3
|
|
||||
(Income) loss from unconsolidated affiliates (1)
|
0.1
|
|
|
(0.8
|
)
|
|
(0.6
|
)
|
|
1.6
|
|
||||
Distribution from unconsolidated affiliates
|
4.5
|
|
|
5.6
|
|
|
7.4
|
|
|
14.8
|
|
||||
(Gain) loss on disposition of assets
|
(5.4
|
)
|
|
0.3
|
|
|
(0.3
|
)
|
|
0.1
|
|
||||
Gain on extinguishment of debt
|
(9.0
|
)
|
|
—
|
|
|
(9.0
|
)
|
|
—
|
|
||||
Unit-based compensation
|
9.3
|
|
|
7.3
|
|
|
28.6
|
|
|
15.2
|
|
||||
Income tax (benefit) provision
|
(0.3
|
)
|
|
(2.3
|
)
|
|
0.2
|
|
|
(1.3
|
)
|
||||
(Gain) loss on non-cash derivatives
|
(1.8
|
)
|
|
7.8
|
|
|
(7.1
|
)
|
|
14.3
|
|
||||
Payments under onerous performance obligation offset to other current and long-term liabilities
|
(4.5
|
)
|
|
(4.6
|
)
|
|
(9.0
|
)
|
|
(9.0
|
)
|
||||
Other (2)
|
1.9
|
|
|
1.9
|
|
|
2.7
|
|
|
6.3
|
|
||||
Adjusted EBITDA before non-controlling interest
|
$
|
217.1
|
|
|
$
|
189.5
|
|
|
$
|
428.3
|
|
|
$
|
385.3
|
|
Non-controlling interest share of adjusted EBITDA (3)
|
(7.4
|
)
|
|
(2.1
|
)
|
|
(11.0
|
)
|
|
(2.9
|
)
|
||||
Adjusted EBITDA, net to EnLink Midstream Partners, LP
|
$
|
209.7
|
|
|
$
|
187.4
|
|
|
$
|
417.3
|
|
|
$
|
382.4
|
|
(1)
|
Includes a loss of
$3.4 million
for the
six
months ended
June 30, 2017
from the sale of HEP in March 2017.
|
(2)
|
Includes the following: accretion expense associated with asset retirement obligations; reimbursed employee costs from Devon and LPC Crude Oil Marketing LLC (“LPC”); successful acquisition transaction costs, which we do not consider in determining adjusted EBITDA because operating cash flows are not used to fund such costs; and non-cash rent, which relates to lease incentives pro-rated over the lease term.
|
(3)
|
Non-controlling interest share of adjusted EBITDA includes ENLC’s
16%
share of adjusted EBITDA from EnLink Oklahoma T.O., NGP’s
49.9%
share of adjusted EBITDA from the Delaware Basin JV, which was formed in August 2016, Marathon Petroleum’s 50% share of adjusted EBITDA from the Ascension JV, which began operations in April 2017, and other minor non-controlling interests.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net cash provided by operating activities
|
$
|
158.0
|
|
|
$
|
110.5
|
|
|
$
|
332.2
|
|
|
$
|
299.6
|
|
Interest expense, net (1)
|
40.1
|
|
|
32.8
|
|
|
77.4
|
|
|
64.2
|
|
||||
Current income tax
|
(0.6
|
)
|
|
(2.0
|
)
|
|
0.2
|
|
|
(1.0
|
)
|
||||
Distributions from unconsolidated affiliate investment in excess of earnings
|
4.5
|
|
|
5.6
|
|
|
7.4
|
|
|
14.8
|
|
||||
Other (2)
|
4.8
|
|
|
0.9
|
|
|
5.7
|
|
|
5.4
|
|
||||
Changes in operating assets and liabilities which (provided) used cash:
|
|
|
|
|
|
|
|
||||||||
Accounts receivable, accrued revenues, inventories and other
|
(2.6
|
)
|
|
61.3
|
|
|
(22.0
|
)
|
|
14.4
|
|
||||
Accounts payable, accrued gas and crude oil purchases and other (3)
|
12.9
|
|
|
(19.6
|
)
|
|
27.4
|
|
|
(12.1
|
)
|
||||
Adjusted EBITDA before non-controlling interest
|
$
|
217.1
|
|
|
$
|
189.5
|
|
|
$
|
428.3
|
|
|
$
|
385.3
|
|
Non-controlling interest share of adjusted EBITDA (4)
|
(7.4
|
)
|
|
(2.1
|
)
|
|
(11.0
|
)
|
|
(2.9
|
)
|
||||
Adjusted EBITDA, net to EnLink Midstream Partners, LP
|
$
|
209.7
|
|
|
$
|
187.4
|
|
|
$
|
417.3
|
|
|
$
|
382.4
|
|
Interest expense, net of interest income
|
(47.1
|
)
|
|
(46.2
|
)
|
|
(91.6
|
)
|
|
(89.9
|
)
|
||||
Amortization of EnLink Oklahoma T.O. installment payable discount included in interest expense (5)
|
6.5
|
|
|
13.3
|
|
|
13.5
|
|
|
25.7
|
|
||||
Litigation settlement adjustment (6)
|
(5.8
|
)
|
|
—
|
|
|
(18.1
|
)
|
|
—
|
|
||||
Non-cash adjustment for redeemable non-controlling interest
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.3
|
|
||||
Current taxes and other
|
0.4
|
|
|
2.0
|
|
|
(0.2
|
)
|
|
1.0
|
|
||||
Maintenance capital expenditures
|
(9.4
|
)
|
|
(5.7
|
)
|
|
(13.6
|
)
|
|
(13.2
|
)
|
||||
Distributable cash flow
|
$
|
154.3
|
|
|
$
|
150.9
|
|
|
$
|
307.3
|
|
|
$
|
306.3
|
|
(1)
|
Net of amortization of debt issuance costs, discount and premium, and valuation adjustment for redeemable non-controlling interest included in interest expense but not included in net cash provided by operating activities.
|
(2)
|
Includes the following: successful acquisition transaction costs, which we do not consider in determining adjusted EBITDA because operating cash flows are not used to fund such costs, non-cash rent, which relates to lease incentives pro-rated over the lease term, gains and losses on settled interest rate swaps designated as hedges related to debt issuances, which are recorded in other comprehensive income (loss), and reimbursed employee costs from Devon and LPC, which are costs reimbursed to us by previous employers pursuant to acquisition or merger.
|
(3)
|
Net of payments under onerous performance obligation offset to other current and long-term liabilities.
|
(4)
|
Non-controlling interest share of adjusted EBITDA includes ENLC’s
16%
share of adjusted EBITDA from EnLink Oklahoma T.O., NGP’s
49.9%
share of adjusted EBITDA from the Delaware Basin JV, which was formed in August 2016, Marathon Petroleum’s 50% share of adjusted EBITDA from the Ascension JV, which began operations in April 2017, and other minor non-controlling interests.
|
(5)
|
Amortization of the EnLink Oklahoma T.O. installment payable discount is considered non-cash interest under
our
credit facility since the payment under the payable is consideration for the acquisition of the EnLink Oklahoma T.O. assets.
|
(6)
|
Represents recoveries from litigation settlement for amounts not previously deducted from distributable cash flow.
See “Item 1. Financial Statements—
Note 13
” for additional information.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Operating income (loss)
|
$
|
70.4
|
|
|
$
|
46.4
|
|
|
$
|
128.0
|
|
|
$
|
(469.5
|
)
|
|
|
|
|
|
|
|
|
||||||||
Add (deduct):
|
|
|
|
|
|
|
|
||||||||
Operating expenses
|
102.6
|
|
|
100.1
|
|
|
206.7
|
|
|
198.3
|
|
||||
General and administrative expenses
|
29.6
|
|
|
29.1
|
|
|
64.6
|
|
|
62.3
|
|
||||
(Gain) loss on disposition of assets
|
(5.4
|
)
|
|
0.3
|
|
|
(0.3
|
)
|
|
0.1
|
|
||||
Depreciation and amortization
|
142.5
|
|
|
124.9
|
|
|
270.8
|
|
|
246.8
|
|
||||
Impairments
|
—
|
|
|
—
|
|
|
7.0
|
|
|
566.3
|
|
||||
Gain on litigation settlement
|
(8.5
|
)
|
|
—
|
|
|
(26.0
|
)
|
|
—
|
|
||||
Gross operating margin
|
$
|
331.2
|
|
|
$
|
300.8
|
|
|
$
|
650.8
|
|
|
$
|
604.3
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Texas Segment
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
325.5
|
|
|
$
|
249.7
|
|
|
$
|
650.0
|
|
|
$
|
487.2
|
|
Cost of sales
|
(177.0
|
)
|
|
(103.6
|
)
|
|
(356.2
|
)
|
|
(194.9
|
)
|
||||
Total gross operating margin
|
$
|
148.5
|
|
|
$
|
146.1
|
|
|
$
|
293.8
|
|
|
$
|
292.3
|
|
Louisiana Segment
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
645.7
|
|
|
$
|
492.9
|
|
|
$
|
1,282.5
|
|
|
$
|
855.9
|
|
Cost of sales
|
(575.7
|
)
|
|
(425.5
|
)
|
|
(1,140.4
|
)
|
|
(727.6
|
)
|
||||
Total gross operating margin
|
$
|
70.0
|
|
|
$
|
67.4
|
|
|
$
|
142.1
|
|
|
$
|
128.3
|
|
Oklahoma Segment
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
182.5
|
|
|
$
|
91.1
|
|
|
$
|
338.7
|
|
|
$
|
169.6
|
|
Cost of sales
|
(99.0
|
)
|
|
(31.6
|
)
|
|
(187.7
|
)
|
|
(50.9
|
)
|
||||
Total gross operating margin
|
$
|
83.5
|
|
|
$
|
59.5
|
|
|
$
|
151.0
|
|
|
$
|
118.7
|
|
Crude and Condensate Segment
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
295.9
|
|
|
$
|
307.3
|
|
|
$
|
664.5
|
|
|
$
|
560.0
|
|
Cost of sales
|
(268.3
|
)
|
|
(273.8
|
)
|
|
(605.0
|
)
|
|
(488.9
|
)
|
||||
Total gross operating margin
|
$
|
27.6
|
|
|
$
|
33.5
|
|
|
$
|
59.5
|
|
|
$
|
71.1
|
|
Corporate
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
(186.0
|
)
|
|
$
|
(107.8
|
)
|
|
$
|
(350.2
|
)
|
|
$
|
(149.8
|
)
|
Cost of sales
|
187.6
|
|
|
102.1
|
|
|
354.6
|
|
|
143.7
|
|
||||
Total gross operating margin
|
$
|
1.6
|
|
|
$
|
(5.7
|
)
|
|
$
|
4.4
|
|
|
$
|
(6.1
|
)
|
Total
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
1,263.6
|
|
|
$
|
1,033.2
|
|
|
$
|
2,585.5
|
|
|
$
|
1,922.9
|
|
Cost of sales
|
(932.4
|
)
|
|
(732.4
|
)
|
|
(1,934.7
|
)
|
|
(1,318.6
|
)
|
||||
Total gross operating margin
|
$
|
331.2
|
|
|
$
|
300.8
|
|
|
$
|
650.8
|
|
|
$
|
604.3
|
|
|
|
|
|
|
|
|
|
||||||||
Midstream Volumes:
|
|
|
|
|
|
|
|
||||||||
Texas
|
|
|
|
|
|
|
|
||||||||
Gathering and Transportation (MMBtu/d)
|
2,272,100
|
|
|
2,651,000
|
|
|
2,273,100
|
|
|
2,697,200
|
|
||||
Processing (MMBtu/d)
|
1,179,700
|
|
|
1,194,200
|
|
|
1,170,900
|
|
|
1,196,200
|
|
||||
Louisiana
|
|
|
|
|
|
|
|
||||||||
Gathering and Transportation (MMBtu/d)
|
1,939,500
|
|
|
1,576,200
|
|
|
1,935,400
|
|
|
1,525,600
|
|
||||
Processing (MMBtu/d)
|
446,500
|
|
|
483,600
|
|
|
457,100
|
|
|
500,700
|
|
||||
NGL Fractionation (Gals/d)
|
5,819,600
|
|
|
5,303,700
|
|
|
5,534,100
|
|
|
5,162,000
|
|
||||
Oklahoma
|
|
|
|
|
|
|
|
||||||||
Gathering and Transportation (MMBtu/d)
|
765,500
|
|
|
619,300
|
|
|
735,600
|
|
|
618,200
|
|
||||
Processing (MMBtu/d)
|
733,100
|
|
|
575,600
|
|
|
693,200
|
|
|
572,600
|
|
||||
Crude and Condensate
|
|
|
|
|
|
|
|
||||||||
Crude Oil Handling (Bbls/d)
|
107,600
|
|
|
97,700
|
|
|
109,000
|
|
|
111,200
|
|
||||
Brine Disposal (Bbls/d)
|
4,800
|
|
|
3,300
|
|
|
4,600
|
|
|
3,400
|
|
•
|
Texas Segment.
Gross operating margin in the Texas segment
increased
$2.4 million
, which was primarily due to a $5.5 million increase from our Permian basin processing assets as a result of higher volumes. This increase was partially offset by a $1.2 million decrease due to volume declines across our north Texas assets and a $2.0 million decrease due to the sale of the North Texas Pipeline (the “NTPL”) assets.
|
•
|
Louisiana Segment.
Gross operating margin in the Louisiana segment
increased
$2.6 million
, which was primarily due to a $2.9 million increase from our NGL business. This increase was primarily attributable to the start-up of our Ascension JV assets in April 2017.
|
•
|
Oklahoma Segment.
Gross operating margin in the Oklahoma segment
increased
$24.0 million
, which was primarily due to a $26.5 million increase from our central Oklahoma assets as a result of higher volumes. This increase was partially offset by a $2.2 million decrease from our Northridge gathering and processing assets due to price and volume reductions under a third-party contract, which was revised in the third quarter of 2016.
|
•
|
Crude and Condensate Segment.
Gross operating margin in the Crude and Condensate segment
decreased
$5.9 million
, which was primarily due to a $5.6 million decrease as a result of volume and transportation rate decreases at our ORV assets and a $1.7 million decrease from volume declines in the Permian Basin trucking business. These decreases were partially offset by a $1.5 million increase due to the Greater Chickadee gathering system, which became fully operational in the first quarter of 2017.
|
•
|
Corporate Segment.
Gross operating margin in the Corporate segment
increased
$7.3 million
as a result of gains on derivative activity. For the three months ended June 30, 2017, there were unrealized gains of $1.8 million, partially offset by realized losses of $0.2 million. For the three months ended June 30, 2016, there were unrealized losses of $8.4 million, partially offset by realized gains of $2.7 million.
|
|
|
Texas
|
|
Oklahoma
|
|
Crude and Condensate
|
|
Total
|
||||||||
Three Months Ended
|
|
|
|
|
|
|
|
|
||||||||
June 30, 2017
|
|
|
|
|
|
|
|
|
||||||||
Midstream services
|
|
$
|
0.5
|
|
|
$
|
4.7
|
|
|
$
|
—
|
|
|
$
|
5.2
|
|
Midstream services—related parties
|
|
13.7
|
|
|
4.4
|
|
|
2.0
|
|
|
20.1
|
|
||||
Total
|
|
$
|
14.2
|
|
|
$
|
9.1
|
|
|
$
|
2.0
|
|
|
$
|
25.3
|
|
|
|
|
|
|
|
|
|
|
||||||||
June 30, 2016
|
|
|
|
|
|
|
|
|
||||||||
Midstream services
|
|
$
|
0.4
|
|
|
$
|
3.4
|
|
|
$
|
—
|
|
|
$
|
3.8
|
|
Midstream services—related parties
|
|
5.3
|
|
|
—
|
|
|
—
|
|
|
5.3
|
|
||||
Total
|
|
$
|
5.7
|
|
|
$
|
3.4
|
|
|
$
|
—
|
|
|
$
|
9.1
|
|
|
Three Months Ended
June 30, |
|
Change
|
|||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Texas Segment
|
$
|
42.9
|
|
|
$
|
43.0
|
|
|
$
|
(0.1
|
)
|
|
(0.2
|
)%
|
Louisiana Segment
|
24.6
|
|
|
25.4
|
|
|
(0.8
|
)
|
|
(3.1
|
)%
|
|||
Oklahoma Segment
|
14.7
|
|
|
11.8
|
|
|
2.9
|
|
|
24.6
|
%
|
|||
Crude and Condensate Segment
|
20.4
|
|
|
19.9
|
|
|
0.5
|
|
|
2.5
|
%
|
|||
Total
|
$
|
102.6
|
|
|
$
|
100.1
|
|
|
$
|
2.5
|
|
|
2.5
|
%
|
|
Three Months Ended
June 30, |
||||||
|
2017
|
|
2016
|
||||
Senior notes
|
$
|
38.9
|
|
|
$
|
30.0
|
|
Credit facility
|
2.5
|
|
|
4.2
|
|
||
Capitalized interest
|
(1.4
|
)
|
|
(1.6
|
)
|
||
Amortization of debt issue costs and net discounts
|
7.0
|
|
|
13.5
|
|
||
Mandatory redeemable non-controlling interest
|
—
|
|
|
0.1
|
|
||
Other
|
0.1
|
|
|
—
|
|
||
Total
|
$
|
47.1
|
|
|
$
|
46.2
|
|
•
|
Texas Segment.
Gross operating margin in the Texas segment
increased
$1.5 million
, which was primarily due to an $11.6 million increase from our Permian basin processing assets as a result of higher volumes. This increase was largely offset by a $10.3 million decrease from our North Texas processing, gathering and transmission assets due to volume declines across our system.
|
•
|
Louisiana Segment.
Gross operating margin in the Louisiana segment
increase
d
$13.8 million
primarily due to a $4.3 million increase in our NGL transmission and fractionation assets due to additional NGL volumes received from our Oklahoma and Permian assets, $4.0 million in our Louisiana gathering and transmission assets and $2.5 million due to the start-up of our Ascension JV assets during 2017.
|
•
|
Oklahoma Segment.
Gross operating margin in the Oklahoma segment
increased
$32.3 million
, which was primarily due to a $37.5 million increase from our central Oklahoma assets as a result of higher volumes. This increase was partially offset by a $5.0 million decrease from our Northridge gathering and processing assets due to price and volume reductions under a third-party contract.
|
•
|
Crude and Condensate Segment.
Gross operating margin in the Crude and Condensate segment
decreased
$11.6 million
, which was primarily due to a $6.4 million decrease from our ORV assets as a result of volume and transportation rate decreases and a $5.7 million decrease as a result of volume declines at our Midland Basin trucking business. These declines were partially offset by a $1.7 million increase due to the Greater Chickadee gathering system becoming fully operational in the first quarter of 2017
|
•
|
Corporate Segment.
Gross operating margin in the Corporate segment
increased
$10.5 million
as a result of gains on derivative activity. For the six months ended June 30, 2017, there were unrealized gains of $7.1 million, partially offset by realized losses of $2.7 million. For the six months ended June 30, 2016, there were unrealized losses of $14.4 million, partially offset by realized gains of $8.3 million.
|
|
|
Texas
|
|
Oklahoma
|
|
Crude and Condensate
|
|
Total
|
||||||||
Six Months Ended
|
|
|
|
|
|
|
|
|
||||||||
June 30, 2017
|
|
|
|
|
|
|
|
|
||||||||
Midstream services
|
|
$
|
0.8
|
|
|
$
|
6.2
|
|
|
$
|
—
|
|
|
$
|
7.0
|
|
Midstream services—related parties
|
|
26.2
|
|
|
8.0
|
|
|
2.8
|
|
|
37.0
|
|
||||
Total
|
|
$
|
27.0
|
|
|
$
|
14.2
|
|
|
$
|
2.8
|
|
|
$
|
44.0
|
|
|
|
|
|
|
|
|
|
|
||||||||
June 30, 2016
|
|
|
|
|
|
|
|
|
||||||||
Midstream services
|
|
$
|
1.2
|
|
|
$
|
4.5
|
|
|
$
|
—
|
|
|
$
|
5.7
|
|
Midstream services—related parties
|
|
8.8
|
|
|
(0.2
|
)
|
|
—
|
|
|
8.6
|
|
||||
Total
|
|
$
|
10.0
|
|
|
$
|
4.3
|
|
|
$
|
—
|
|
|
$
|
14.3
|
|
|
Six Months Ended
June 30, |
|
Change
|
|||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Texas Segment
|
$
|
86.8
|
|
|
$
|
82.3
|
|
|
$
|
4.5
|
|
|
5.5
|
%
|
Louisiana Segment
|
50.0
|
|
|
48.7
|
|
|
1.3
|
|
|
2.7
|
%
|
|||
Oklahoma Segment
|
28.8
|
|
|
24.6
|
|
|
4.2
|
|
|
17.1
|
%
|
|||
Crude and Condensate Segment
|
41.1
|
|
|
42.7
|
|
|
(1.6
|
)
|
|
(3.7
|
)%
|
|||
Total
|
$
|
206.7
|
|
|
$
|
198.3
|
|
|
$
|
8.4
|
|
|
4.2
|
%
|
•
|
Texas Segment.
Operating expenses in the Texas segment
increased
$4.5 million
primarily due to increased labor and benefits charges as a result of increased headcount and increased unit-based compensation expense, as well as increased operating costs from the Lobo II assets that went into service in the fourth quarter of 2016 as part of the Delaware Basin JV.
|
•
|
Oklahoma Segment.
Operating expenses in the Oklahoma segment
increased
$4.2 million
primarily due to
increased labor and benefits charges, including increased unit-based compensation expense, and increased materials and supplies expense as a result of expanded operations.
|
•
|
Unit-based compensation expense increased $9.1 million due to bonuses paid in the form of units that immediately vested in March 2017, as well as the accrual of annual bonuses for 2017; and
|
•
|
We incurred $3.8 million of transaction costs and $1.5 million of transition service fees related to the EnLink Oklahoma T.O. acquisition for the six months ended June 30, 2016, with no transaction costs incurred for the six months ended June 30, 2017.
|
|
Six Months Ended
June 30, |
||||||
|
2017
|
|
2016
|
||||
Senior notes
|
$
|
75.0
|
|
|
$
|
60.0
|
|
Credit facility
|
5.9
|
|
|
7.4
|
|
||
Capitalized interest
|
(4.0
|
)
|
|
(4.2
|
)
|
||
Amortization of debt issue costs and net discounts (premium)
|
14.3
|
|
|
26.0
|
|
||
Mandatory redeemable non-controlling interest
|
—
|
|
|
0.3
|
|
||
Other
|
0.4
|
|
|
0.4
|
|
||
Total
|
$
|
91.6
|
|
|
$
|
89.9
|
|
|
Six Months Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Operating cash flows before working capital
|
$
|
346.6
|
|
|
$
|
310.9
|
|
Changes in working capital
|
(14.4
|
)
|
|
(11.3
|
)
|
|
Six Months Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Growth capital expenditures
|
$
|
(458.1
|
)
|
|
$
|
(275.0
|
)
|
Maintenance capital expenditures
|
(13.6
|
)
|
|
(13.2
|
)
|
||
Acquisition of business, net of cash acquired
|
—
|
|
|
(769.1
|
)
|
||
Investment in unconsolidated affiliates
|
(10.3
|
)
|
|
(41.8
|
)
|
||
Proceeds from sale of unconsolidated affiliate investment
|
189.7
|
|
|
—
|
|
|
Six Months Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Net borrowings on Partnership credit facility
|
$
|
46.0
|
|
|
$
|
282.8
|
|
Unsecured senior notes borrowings, net of notes extinguished
|
331.6
|
|
|
—
|
|
||
Proceeds from issuance of common units
|
72.2
|
|
|
52.3
|
|
||
Proceeds from issuance of Preferred Units
|
—
|
|
|
724.1
|
|
||
Contributions by non-controlling partners
|
71.5
|
|
|
21.5
|
|
||
Payment of installment payable for EnLink Oklahoma T.O. acquisition
|
(250.0
|
)
|
|
—
|
|
|
Six Months Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Common units
|
$
|
270.4
|
|
|
$
|
255.1
|
|
General partner interest (including incentive distribution rights)
|
30.4
|
|
|
28.8
|
|
||
Distributions to non-controlling interests
|
8.3
|
|
|
2.6
|
|
|
Remainder of
|
|
|
2017
|
|
Growth Capital Expenditures
|
|
|
Texas segment
|
$
|
49 - 79
|
Louisiana segment
|
|
42 - 56
|
Oklahoma segment (1)
|
|
86 - 186
|
Crude and Condensate segment
|
|
0 - 0
|
Corporate segment
|
|
0 - 1
|
Total growth capital expenditures
|
$
|
177 - 322
|
Less: Growth capital expenditures funded by joint venture partners (2)
|
|
(35 - 55)
|
Growth capital expenditures, attributable to the Partnership
|
$
|
142 - 267
|
|
|
|
Maintenance Capital Expenditures
|
$
|
24 - 34
|
(1)
|
Includes projected growth capital contributions related to our non-controlling interest share of the Cedar Cove JV.
|
(2)
|
Includes growth capital expenditures that will be contributed by other entities and relate to the non-controlling interest share of our consolidated entities. These contributions include contributions by ENLC to EnLink Oklahoma T.O., contributions by NGP to the Delaware Basin JV and contributions by Marathon Petroleum to the Ascension JV.
|
|
Payments Due by Period
|
||||||||||||||||||||||||||
|
Total
|
|
Remainder 2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
||||||||||||||
Long-term debt obligations
|
$
|
3,500.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
400.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,100.0
|
|
Credit facility
|
166.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
166.0
|
|
|
—
|
|
|
—
|
|
|||||||
Interest payable on fixed long-term debt obligations
|
2,654.9
|
|
|
81.5
|
|
|
159.9
|
|
|
154.5
|
|
|
149.2
|
|
|
149.2
|
|
|
1,960.6
|
|
|||||||
Capital lease obligations
|
5.4
|
|
|
0.8
|
|
|
1.5
|
|
|
1.5
|
|
|
1.6
|
|
|
—
|
|
|
—
|
|
|||||||
Operating lease obligations
|
116.7
|
|
|
7.3
|
|
|
14.2
|
|
|
10.9
|
|
|
8.6
|
|
|
8.6
|
|
|
67.1
|
|
|||||||
Purchase obligations
|
4.1
|
|
|
4.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Delivery contract obligation
|
35.9
|
|
|
9.0
|
|
|
17.9
|
|
|
9.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Pipeline capacity and deficiency agreements (1)
|
98.2
|
|
|
8.4
|
|
|
18.2
|
|
|
13.6
|
|
|
8.8
|
|
|
8.8
|
|
|
40.4
|
|
|||||||
Inactive easement commitment (2)
|
10.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.0
|
|
|||||||
Installment payable obligations (3)
|
250.0
|
|
|
—
|
|
|
250.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total contractual obligations
|
$
|
6,841.2
|
|
|
$
|
111.1
|
|
|
$
|
461.7
|
|
|
$
|
589.5
|
|
|
$
|
334.2
|
|
|
$
|
166.6
|
|
|
$
|
5,178.1
|
|
(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.
|
(3)
|
Amounts relate to the final installment payable for the acquisition of the EnLink Oklahoma T.O. assets with a balance due on January 7, 2018.
|
1.
|
Processing margin contracts:
Under these contracts, we pay the producer for the full amount of inlet gas to the plant, and we make a margin based on the difference between the value of liquids recovered from the processed natural gas
|
2.
|
Percent of liquids contracts:
Under these contracts, we receive a fee in the form of a percentage of the liquids recovered, and the producer bears all the cost of the natural gas shrink. Therefore, our margins from these contracts are greater during periods of high liquids prices. Our margins from processing cannot become negative under percent of liquids contracts, but they do decline during periods of low liquids prices.
|
3.
|
Percent of proceeds contracts:
Under these contracts, we receive a fee as a portion of the proceeds of the sale of natural gas and liquids. Therefore, our margins from these contracts are greater during periods of high natural gas and liquids prices. Our margins from processing cannot become negative under percent of proceeds contracts, but they do decline during periods of low natural gas and liquids prices.
|
4.
|
Fixed-fee based contracts:
Under these contracts, we have no direct commodity price exposure and are paid a fixed fee per unit of volume that is processed.
|
Period
|
|
Underlying
|
|
Notional Volume
|
|
We Pay
|
|
We Receive (1)
|
|
Fair Value
Asset/(Liability)
(In millions)
|
||
July 2017 - March 2018
|
|
Ethane
|
|
351 (MBbls)
|
|
$0.2825/gal
|
|
Index
|
|
$
|
(0.4
|
)
|
July 2017 - June 2018
|
|
Propane
|
|
664 (MBbls)
|
|
Index
|
|
$0.6224/gal
|
|
0.4
|
|
|
July 2017 - June 2018
|
|
Normal Butane
|
|
256 (MBbls)
|
|
Index
|
|
$0.8040/gal
|
|
(0.6
|
)
|
|
July 2017 - June 2018
|
|
Natural Gasoline
|
|
76 (MBbls)
|
|
Index
|
|
$1.0986/gal
|
|
0.2
|
|
|
July 2017 - October 2018
|
|
Natural Gas
|
|
82,691 (MMBtu/d)
|
|
Index
|
|
$3.0567/MMBtu
|
|
1.2
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0.8
|
|
(1)
|
Weighted average.
|
(a)
|
Evaluation of Disclosure Controls and Procedures
|
(b)
|
Changes in Internal Control Over Financial Reporting
|
Number
|
|
Description
|
3.1
|
—
|
|
3.2
|
—
|
|
3.3
|
—
|
|
3.4
|
—
|
|
3.5
|
—
|
|
3.6
|
—
|
|
3.7
|
—
|
|
3.8
|
—
|
|
3.9
|
—
|
|
4.0
|
—
|
|
4.1
|
—
|
|
31.1 *
|
—
|
|
31.2 *
|
—
|
|
32.1 *
|
—
|
|
101 *
|
—
|
The following financial information from EnLink Midstream Partners, LP's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of June 30, 2017 and December 31, 2016, (ii) Consolidated Statements of Operations for the three and six months ended June 30, 2017 and 2016, (iii) Consolidated Statements of Changes in Partners’ Equity for the three and six months ended June 30, 2017, (iv) Consolidated Statements of Cash Flows for the three and six months ended June 30, 2017 and 2016, and (v) the Notes to Consolidated Financial Statements.
|
*
|
Filed herewith.
|
|
EnLink Midstream Partners, LP
|
|
|
|
|
|
By:
|
EnLink Midstream GP, LLC,
|
|
|
its General Partner
|
|
|
|
|
By:
|
/s/ MICHAEL J. GARBERDING
|
|
|
Michael J. Garberding
|
|
|
President and Chief Financial Officer
|
|
|
|
August 2, 2017
|
|
|
1 Year EnLink Midstream Partners, LP Chart |
1 Month EnLink Midstream Partners, LP Chart |
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