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Delaware
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46-4108528
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(State of organization)
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(I.R.S. Employer Identification No.)
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2501 CEDAR SPRINGS
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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
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Item
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Description
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Page
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PART I—FINANCIAL INFORMATION
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June 30, 2014
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December 31, 2013
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||||
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(Unaudited)
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(In millions)
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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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15.9
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$
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—
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Accounts receivable:
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Trade, net of allowance for bad debt
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54.0
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0.4
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Accrued revenue and other
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254.3
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—
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Related party
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111.4
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—
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Fair value of derivative assets
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0.3
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—
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Natural gas and natural gas liquids inventory, prepaid expenses and other
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46.6
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5.8
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Assets held for disposition
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—
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72.7
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Total current assets
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482.5
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78.9
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Property and equipment, net of accumulated depreciation of $1,283.8 and $1,169.8, respectively
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4,384.2
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1,768.1
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Fair value of derivative assets
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0.2
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—
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Intangible assets, net of accumulated amortization of $13.7
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533.4
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—
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Goodwill
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3,693.5
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401.7
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Investments in unconsolidated affiliates
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278.6
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61.1
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Other assets, net
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6.8
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—
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Total assets
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$
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9,379.2
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$
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2,309.8
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LIABILITIES AND MEMBERS' EQUITY
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Current liabilities:
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Accounts payable, drafts payable and other
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$
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71.3
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$
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1.7
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Related party payables
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6.0
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—
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Accrued gas and crude oil purchases
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225.3
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—
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Fair value of derivative liabilities
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1.0
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—
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Accrued capital expenditures
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22.8
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—
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Contract liability
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22.2
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—
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Other current liabilities
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75.7
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38.7
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Accrued interest
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15.6
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—
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Current portion of long-term debt
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18.5
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—
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Liabilities held for disposition
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—
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37.0
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Total current liabilities
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458.4
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77.4
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Long-term debt
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1,675.3
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—
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Fair value of derivative liabilities
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1.4
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—
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Asset retirement obligation
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10.7
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7.7
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Other long-term liabilities
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92.6
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—
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Deferred tax liability
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485.6
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440.9
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Members’ equity
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6,655.2
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1,783.8
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Total liabilities and members’ equity
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$
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9,379.2
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$
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2,309.8
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Three Months Ended June 30,
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Six Months Ended June 30,
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||||||||||||
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2014
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2013
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2014
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2013
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(Unaudited)
(In millions, except per unit amounts)
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Revenues:
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Revenues
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$
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755.0
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$
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47.5
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$
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987.5
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$
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89.3
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Revenues - affiliates
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173.8
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540.5
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665.7
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1,025.6
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Loss on derivative activity
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(1.6
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—
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(2.9
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—
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Total revenues
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927.2
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588.0
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1,650.3
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1,114.9
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Operating costs and expenses:
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Purchased gas, NGLs, condensate and crude oil (1)
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661.9
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448.7
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1,200.8
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844.1
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Operating expenses (2)
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72.6
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39.2
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118.7
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80.2
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General and administrative (3)
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26.6
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11.3
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42.5
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21.5
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Depreciation and amortization
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74.2
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46.2
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122.4
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90.6
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Total operating costs and expenses
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835.3
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545.4
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1,484.4
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1,036.4
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Operating income
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91.9
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42.6
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165.9
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78.5
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Other income (expense):
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Interest expense, net of interest income
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(14.1
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—
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(19.5
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—
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Income from equity investments
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4.5
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3.4
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8.7
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4.4
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Gain on extinguishment of debt
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0.8
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—
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0.8
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—
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Other expense
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(0.1
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—
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(0.8
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—
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Total other income (expense)
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(8.9
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)
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3.4
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(10.8
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4.4
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Income from continuing operations before non-controlling interest and income taxes
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83.0
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46.0
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155.1
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82.9
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Income tax provision
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(18.5
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)
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(16.5
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(42.2
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(29.9
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)
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Net income from continuing operations
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64.5
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29.5
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112.9
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53.0
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Discontinued operations:
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Income from discontinued operations, net of tax
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—
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3.8
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1.0
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10.3
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Income from discontinued operations attributable to non-controlling interest, net of tax
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—
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0.5
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—
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1.1
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Discontinued operations, net of tax
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—
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3.3
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1.0
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9.2
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Net income
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64.5
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32.8
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113.9
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62.2
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Net income attributable to the non-controlling interest
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35.7
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—
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42.8
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—
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Net income attributable to EnLink Midstream, LLC
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$
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28.8
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$
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32.8
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$
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71.1
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$
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62.2
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Predecessor interest in net income (4)
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$
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—
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$
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32.8
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$
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35.5
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$
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62.2
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EnLink Midstream, LLC interest in net income
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$
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28.8
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$
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—
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$
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35.6
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$
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—
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Net income attributable to EnLink Midstream, LLC per limited partners’
unit: |
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Basic per common unit
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$
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0.18
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$
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—
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$
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0.22
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$
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—
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Diluted per common unit
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$
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0.18
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$
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—
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$
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0.22
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$
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—
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Common Units
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Predecessor Equity
|
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Non-Controlling Interest
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|||||||||||
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$
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Units
|
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$
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$
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Total
|
|||||||||
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(Unaudited)
|
|||||||||||||||||
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(In millions)
|
|||||||||||||||||
Balance, December 31, 2013
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$
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—
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—
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$
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1,783.8
|
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$
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—
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$
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1,783.8
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Distributions to the Predecessor
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—
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—
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(89.6
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)
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—
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(89.6
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)
|
||||
Issuance of units for reorganization of predecessor equity
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932.2
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115.5
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(1,729.7
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)
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797.5
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—
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Issuance of common units for acquisition of Company
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1,822.5
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48.5
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—
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2,841.2
|
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4,663.7
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|
||||
Elimination of deferred taxes attributable to non-controlling interest in predecessor equity
|
—
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—
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—
|
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215.5
|
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215.5
|
|
||||
Change in equity due to issuance of units by the Partnership
|
—
|
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—
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—
|
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19.9
|
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19.9
|
|
||||
Non-controlling partner's impact of option exercises
|
—
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—
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—
|
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0.3
|
|
|
0.3
|
|
||||
Unit-based compensation
|
3.7
|
|
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—
|
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|
—
|
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3.3
|
|
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7.0
|
|
||||
Distributions to members
|
(14.7
|
)
|
|
—
|
|
|
—
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—
|
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(14.7
|
)
|
||||
Distributions to non-controlling interest
|
—
|
|
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—
|
|
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—
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(45.8
|
)
|
|
(45.8
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)
|
||||
Contribution by non-controlling interest
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—
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—
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—
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1.2
|
|
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1.2
|
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||||
Net income
|
35.6
|
|
|
—
|
|
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35.5
|
|
|
42.8
|
|
|
113.9
|
|
||||
Balance, June 30, 2014
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$
|
2,779.3
|
|
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164.0
|
|
|
$
|
—
|
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$
|
3,875.9
|
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$
|
6,655.2
|
|
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Six Months Ended June 30,
|
||||||
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2014
|
|
2013
|
||||
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(Unaudited)
(In millions)
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
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Net income from continuing operations
|
$
|
112.9
|
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$
|
53.0
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
122.4
|
|
|
90.6
|
|
||
Accretion expense
|
0.3
|
|
|
0.2
|
|
||
Gain on extinguishment of debt
|
(0.8
|
)
|
|
—
|
|
||
Deferred tax expense (benefit)
|
41.5
|
|
|
(4.7
|
)
|
||
Non-cash stock-based compensation
|
7.0
|
|
|
—
|
|
||
Loss on derivatives recognized in net income
|
2.9
|
|
|
—
|
|
||
Cash paid on derivatives
|
(0.9
|
)
|
|
—
|
|
||
Amortization of debt issue costs
|
0.4
|
|
|
—
|
|
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Amortization of premium on notes
|
(1.0
|
)
|
|
—
|
|
||
Distribution of earnings from equity investment
|
0.7
|
|
|
—
|
|
||
Income from equity investment
|
(8.7
|
)
|
|
(4.4
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
|
|
||
Accounts receivable, accrued revenue and other
|
(10.5
|
)
|
|
—
|
|
||
Natural gas and natural gas liquids, prepaid expenses and other
|
(15.3
|
)
|
|
4.2
|
|
||
Accounts payable, accrued gas and crude oil purchases and other accrued liabilities
|
(46.8
|
)
|
|
10.6
|
|
||
Net cash provided by operating activities
|
204.1
|
|
|
149.5
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Additions to property and equipment
|
(317.3
|
)
|
|
(156.6
|
)
|
||
Acquisition of business
|
(51.0
|
)
|
|
—
|
|
||
Investment in equity investment company
|
(5.7
|
)
|
|
—
|
|
||
Distribution from equity investment company in excess of earnings
|
5.0
|
|
|
—
|
|
||
Net cash used in investing activities
|
(369.0
|
)
|
|
(156.6
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Proceeds from borrowings
|
1,732.2
|
|
|
—
|
|
||
Payments on borrowings
|
(1,490.2
|
)
|
|
—
|
|
||
Payments on capital lease obligations
|
(1.2
|
)
|
|
—
|
|
||
Increase in drafts payable
|
8.6
|
|
|
—
|
|
||
Debt refinancing costs
|
(7.4
|
)
|
|
—
|
|
||
Proceeds from issuance of Partnership units
|
19.9
|
|
|
—
|
|
||
Proceeds from exercise of Partnership unit options
|
0.3
|
|
|
—
|
|
||
Distributions to members
|
(14.7
|
)
|
|
—
|
|
||
Contributions by (distributions to) Predecessor
|
(22.1
|
)
|
|
2.3
|
|
||
Distributions to non-controlling interest
|
(45.8
|
)
|
|
—
|
|
||
Contribution by non-controlling interest
|
1.2
|
|
|
—
|
|
||
Net cash provided by financing activities
|
180.8
|
|
|
2.3
|
|
||
Cash flow from discontinued operations:
|
|
|
|
||||
Net cash provided by operating activities
|
5.0
|
|
|
18.3
|
|
||
Net cash used in investing activities
|
(0.6
|
)
|
|
(4.5
|
)
|
||
Net cash used in financing activities – net distributions to Devon
and non-controlling interests
|
(4.4
|
)
|
|
(10.6
|
)
|
||
Net cash provided by discontinued operations
|
—
|
|
|
3.2
|
|
||
Net increase (decrease) in cash and cash equivalents
|
15.9
|
|
|
(1.6
|
)
|
||
Cash and cash equivalents, beginning of period
|
—
|
|
|
1.6
|
|
||
Cash and cash equivalents, end of period
|
$
|
15.9
|
|
|
$
|
—
|
|
Cash paid for interest
|
$
|
17.1
|
|
|
$
|
—
|
|
Cash paid for income taxes
|
$
|
6.9
|
|
|
$
|
—
|
|
•
|
16,414,830
common units representing an aggregate
7%
limited partner interest in the Partnership;
|
•
|
100.0%
ownership interest in
EnLink Midstream Partners GP, LLC
, the general partner of the Partnership, which owns a
0.7%
general partner interest and all of the incentive distribution rights in the Partnership;
|
•
|
50.0%
limited partner interest in Midstream Holdings; and
|
•
|
89.8%
interest in E2 Energy Services, LLC and a
88.3%
interest in E2 Appalachian Compression, LLC, with the remainder owned by E2 management.
|
(a)
|
Basis of Presentation
|
(b)
|
Management's Use of Estimates
|
(c)
|
Revenue Recognition
|
(d)
|
Gas Imbalance Accounting
|
(e)
|
Cash and Cash Equivalents
|
(f)
|
Natural Gas, Natural Gas Liquids, Crude Oil and Condensate Inventory
|
(g)
|
Property, Plant, and Equipment
|
(h)
|
Equity Method of Accounting
|
(i)
|
Investment in E2
|
(j)
|
Goodwill
|
(k)
|
Intangible Assets
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
|
|
|
|
|
|
||||||
Customer relationships
|
$
|
547.1
|
|
|
$
|
(13.7
|
)
|
|
$
|
533.4
|
|
2014 (remaining)
|
$
|
21.5
|
|
2015
|
43.0
|
|
|
2016
|
43.0
|
|
|
2017
|
43.0
|
|
|
2018
|
42.7
|
|
|
Thereafter
|
340.2
|
|
|
Total
|
$
|
533.4
|
|
EMI outstanding common shares:
|
|
|
||
Held by public shareholders
|
48.0
|
|
|
|
Restricted shares
|
0.4
|
|
|
|
Total subject to exchange
|
48.4
|
|
|
|
Exchange ratio
|
1.0
|
|
x
|
|
Exchanged shares
|
48.4
|
|
|
|
EMI common share price(1)
|
$
|
37.6
|
|
|
EMI consideration
|
$
|
1,822.6
|
|
|
Fair value of non-controlling interests in E2
|
12.1
|
|
|
|
Total consideration and fair value of non-controlling interests
|
$
|
1,834.7
|
|
|
Partnership outstanding units:
|
|
|
||
Common units held by public unitholders
|
75.1
|
|
|
|
Preferred units held by third party (2)
|
17.1
|
|
|
|
Restricted units
|
0.4
|
|
|
|
Total
|
92.6
|
|
|
|
Partnership common unit price(3)
|
$
|
30.51
|
|
|
Partnership common units value
|
$
|
2,825.2
|
|
|
Partnership outstanding unit options value
|
$
|
3.9
|
|
|
Total fair value of non-controlling interests in the Partnership(3)
|
$
|
2,828.8
|
|
|
Total consideration and fair value of non-controlling interests
|
$
|
4,663.5
|
|
|
Assets acquired:
|
|
||
Current assets
|
$
|
437.6
|
|
Property, plant and equipment
|
2,437.9
|
|
|
Intangibles assets
|
546.9
|
|
|
Equity investment
|
221.5
|
|
|
Goodwill
|
3,291.6
|
|
|
Other long term assets
|
1.3
|
|
|
Liabilities assumed:
|
|
||
Current liabilities
|
(515.0
|
)
|
|
Long-term debt
|
(1,453.7
|
)
|
|
Deferred taxes
|
(203.4
|
)
|
|
Other long term liabilities
|
(101.2
|
)
|
|
Total purchase price
|
$
|
4,663.5
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
June 30, 2013
|
|
June 30, 2014
|
|
June 30, 2013
|
||||||
|
(in millions, except for per unit data)
|
||||||||||
Pro forma total revenues
|
$
|
603.4
|
|
|
$
|
1,821.6
|
|
|
$
|
1,196.9
|
|
Pro forma net income
|
$
|
35.4
|
|
|
$
|
99.4
|
|
|
$
|
82.9
|
|
Pro forma net income attributable to EnLink Midstream, LLC.
|
$
|
17.0
|
|
|
$
|
46.6
|
|
|
$
|
35.0
|
|
Pro forma net income per common unit:
|
|
|
|
|
|
|
|||||
Basic
|
$
|
0.10
|
|
|
$
|
0.28
|
|
|
$
|
0.21
|
|
Diluted
|
$
|
0.10
|
|
|
$
|
0.28
|
|
|
$
|
0.21
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||
|
2013
|
|
2014
|
|
2013
|
||||||
Continuing Operations:
|
|
|
|
|
|
||||||
Operating revenues - affiliates
|
$
|
(540.5
|
)
|
|
$
|
(436.4
|
)
|
|
$
|
(1,025.6
|
)
|
Operating expenses - affiliates
|
430.9
|
|
|
340.0
|
|
|
812.1
|
|
|||
Net affiliate transactions
|
(109.6
|
)
|
|
(96.4
|
)
|
|
(213.5
|
)
|
|||
Capital expenditures
|
56.7
|
|
|
21.3
|
|
|
156.6
|
|
|||
Other third-party transactions, net
|
14.0
|
|
|
53.0
|
|
|
59.2
|
|
|||
Total third-party transactions
|
70.7
|
|
|
74.3
|
|
|
215.8
|
|
|||
Net cash distributions from (to) Devon - continuing operations
|
(38.9
|
)
|
|
(22.1
|
)
|
|
2.3
|
|
|||
Non-cash distribution of net assets to Devon
|
—
|
|
|
(23.2
|
)
|
|
—
|
|
|||
Total net contributions (distributions) per equity
|
$
|
(38.9
|
)
|
|
$
|
(45.3
|
)
|
|
$
|
2.3
|
|
|
|
|
|
|
|
||||||
Discontinued operations:
|
|
|
|
|
|
||||||
Operating revenues - affiliates
|
$
|
(24.2
|
)
|
|
$
|
(10.4
|
)
|
|
$
|
(47.3
|
)
|
Operating expenses - affiliates
|
9.3
|
|
|
5.0
|
|
|
17.6
|
|
|||
Cash used in financing activities - affiliates
|
(3.2
|
)
|
|
—
|
|
|
(5.2
|
)
|
|||
Net affiliate transactions
|
(18.1
|
)
|
|
(5.4
|
)
|
|
(34.9
|
)
|
|||
Capital expenditures
|
2.7
|
|
|
0.6
|
|
|
5.4
|
|
|||
Other third-party transactions, net
|
17.4
|
|
|
0.4
|
|
|
18.9
|
|
|||
Net third-party transactions
|
20.1
|
|
|
1.0
|
|
|
24.3
|
|
|||
Net distributions to Devon and non-controlling interests - discontinued operations
|
2.0
|
|
|
(4.4
|
)
|
|
(10.6
|
)
|
|||
Non-cash distribution of net assets to Devon
|
—
|
|
|
(39.9
|
)
|
|
—
|
|
|||
Total net distributions per equity
|
$
|
2.0
|
|
|
$
|
(44.3
|
)
|
|
$
|
(10.6
|
)
|
Total contributions (distributions) - continuing and discontinued operations
|
$
|
(36.9
|
)
|
|
$
|
(89.6
|
)
|
|
$
|
(8.3
|
)
|
|
June 30, 2014
|
||
Partnership bank credit facility (due 2019), interest based on Prime and/or LIBOR plus an applicable margin, interest rate at June 30, 2014 was 3.1%
|
$
|
160.0
|
|
Company bank credit facility (due 2019), interest based on LIBOR plus an applicable margin, interest rate at June 30, 2014 was 1.9%
|
95.0
|
|
|
Senior unsecured notes (due 2019), net of discount of $2.8 million, which bear interest at the
rate of 2.70% |
397.2
|
|
|
Senior unsecured notes (due 2022), including a premium of $28.3 million, which bear interest at the rate of 7.125% (1)
|
224.9
|
|
|
Senior unsecured notes (due 2024), net of discount of $3.6 million, which bear interest at the rate of 4.40%
|
446.4
|
|
|
Senior unsecured notes (due 2044), net of discount of $3.3 million, which bear interest at the rate of 5.60%
|
346.7
|
|
|
Other debt
|
23.6
|
|
|
|
$
|
1,693.8
|
|
Less: Current portion (1)
|
(18.5
|
)
|
|
Debt classified as long-term
|
$
|
1,675.3
|
|
Pricing Level
|
Debt Ratings
|
Applicable Rate Commitment Fee
|
EuroDollar Rate/Letter of Credit
|
Base Rate +
|
|
1
|
A-/A3 or better
|
0.100%
|
1.000%
|
—
|
|
2
|
BBB+/Baa1
|
0.125%
|
1.125%
|
0.125%
|
|
3
|
BBB/Baa2
|
0.175%
|
1.250%
|
0.250%
|
|
4
|
BBB-/Baa3
|
0.225%
|
1.500%
|
0.500%
|
|
5
|
BB+/Ba1
|
0.275%
|
1.625%
|
0.625%
|
|
6
|
BB/Ba2 or worse
|
0.350%
|
1.750%
|
0.750%
|
•
|
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;
|
•
|
default by the Partnership under other indebtedness that exceeds a certain threshold amount;
|
•
|
failures by the Partnership to pay final judgments that exceed a certain threshold amount; and
|
•
|
bankruptcy or other insolvency events involving the Partnership.
|
|
Three Months Ended June 30, 2014
|
|
Six Months Ended June 30, 2014
|
||||
|
|
|
|
||||
Predecessor tax provision
|
$
|
—
|
|
|
$
|
19.4
|
|
ENLC tax provision
|
18.5
|
|
|
22.8
|
|
||
Tax provision
|
$
|
18.5
|
|
|
$
|
42.2
|
|
|
June 30, 2014
|
||
Deferred income tax assets:
|
|
|
|
Inventory
|
$
|
0.2
|
|
Accrued expenses
|
0.6
|
|
|
Asset retirement obligations
|
2.2
|
|
|
Net operating loss carryforward-non current
|
42.7
|
|
|
Total deferred tax assets
|
45.7
|
|
|
Deferred income tax liabilities:
|
|
||
Property, plant, equipment, and intangibles assets-long term
|
(522.9
|
)
|
|
Other assets
|
(8.1
|
)
|
|
Total deferred tax liabilities
|
(531.0
|
)
|
|
Net deferred tax liability
|
$
|
(485.3
|
)
|
|
Three Months Ended June 30, 2014
|
|
Six Months Ended June 30, 2014*
|
||||
Income allocation for incentive distributions
|
$
|
5.9
|
|
|
$
|
7.3
|
|
Unit-based compensation attributable to ENLC's restricted units
|
(3.1
|
)
|
|
(3.7
|
)
|
||
General Partner interest in net income
|
0.3
|
|
|
0.4
|
|
||
General Partner share of net income
|
$
|
3.1
|
|
|
$
|
4.0
|
|
|
Three Months Ended
June 30, 2014
|
|
Six Months Ended
June 30, 2014*
|
||||
Net income attributable to Enlink Midstream, LLC
|
$
|
28.8
|
|
|
$
|
35.6
|
|
Distributed earnings allocated to:
|
|
|
|
||||
Common units and Class B Units (1)(2)
|
$
|
36.1
|
|
|
$
|
50.6
|
|
Unvested restricted units (1)
|
0.1
|
|
|
0.3
|
|
||
Total distributed earnings
|
$
|
36.2
|
|
|
$
|
50.9
|
|
Undistributed loss allocated to:
|
|
|
|
||||
Common units and Class B Units
|
$
|
(7.4
|
)
|
|
$
|
(15.2
|
)
|
Unvested restricted units
|
—
|
|
|
(0.1
|
)
|
||
Total undistributed loss
|
$
|
(7.4
|
)
|
|
$
|
(15.3
|
)
|
Net income allocated to:
|
|
|
|
||||
Common units and Class B Units
|
$
|
28.7
|
|
|
$
|
35.4
|
|
Unvested restricted units
|
0.1
|
|
|
0.2
|
|
||
Total net income
|
$
|
28.8
|
|
|
$
|
35.6
|
|
Basic and diluted net income per unit:
|
|
|
|
||||
Basic common unit
|
$
|
0.18
|
|
|
$
|
0.22
|
|
Diluted common unit
|
$
|
0.18
|
|
|
$
|
0.22
|
|
|
Three Months Ended June 30, 2014
|
|
Six Months Ended June 30, 2014*
|
||
Basic weighted average units outstanding:
|
|
|
|
||
Weighted average limited partner basic common units outstanding
|
164.0
|
|
|
164.0
|
|
Diluted weighted average units outstanding:
|
|
|
|
||
Weighted average basic common units outstanding
|
164.0
|
|
|
164.0
|
|
Dilutive effect of restricted units issued
|
0.3
|
|
|
0.2
|
|
Total weighted average diluted common units outstanding
|
164.3
|
|
|
164.2
|
|
|
June 30, 2014
|
|
June 30, 2013
|
||||
|
(in millions)
|
||||||
Beginning asset retirement obligations
|
$
|
7.7
|
|
|
$
|
9.1
|
|
Revisions to existing liabilities
|
2.2
|
|
|
0.4
|
|
||
Liabilities acquired
|
0.5
|
|
|
—
|
|
||
Accretion
|
0.3
|
|
|
0.2
|
|
||
Ending asset retirement obligations
|
$
|
10.7
|
|
|
$
|
9.7
|
|
|
Gulf Coast Fractionators
|
|
Howard Energy Partners (1)
|
|
Total
|
||||||
Three months ended
|
|
|
|
|
|
||||||
June 30, 2014
|
|
|
|
|
|
||||||
Distributions
|
$
|
—
|
|
|
$
|
3.0
|
|
|
$
|
3.0
|
|
Equity in income
|
$
|
3.9
|
|
|
$
|
0.6
|
|
|
$
|
4.5
|
|
|
|
|
|
|
|
||||||
June 30, 2013
|
|
|
|
|
|
||||||
Equity in income
|
$
|
3.4
|
|
|
$
|
—
|
|
|
$
|
3.4
|
|
|
|
|
|
|
|
||||||
Six months ended
|
|
|
|
|
|
||||||
June 30, 2014 (1)
|
|
|
|
|
|
||||||
Distributions
|
$
|
—
|
|
|
$
|
5.7
|
|
|
$
|
5.7
|
|
Equity in income
|
$
|
8.0
|
|
|
$
|
0.7
|
|
|
$
|
8.7
|
|
|
|
|
|
|
|
|
|||||
June 30, 2013
|
|
|
|
|
|
|
|||||
Equity in income
|
$
|
4.4
|
|
|
$
|
—
|
|
|
$
|
4.4
|
|
|
June 30, 2014
|
|
December 31, 2013
|
||||
Gulf Coast Fractionators (1)
|
$
|
56.0
|
|
|
$
|
61.1
|
|
Howard Energy Partners
|
222.6
|
|
|
—
|
|
||
Total investments in unconsolidated affiliates
|
$
|
278.6
|
|
|
$
|
61.1
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30, |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Cost of unit-based compensation allocated to Predecessor general and administrative expense (1)
|
$
|
—
|
|
|
$
|
3.5
|
|
|
$
|
2.8
|
|
|
$
|
6.7
|
|
Cost of unit-based compensation charged to general and administrative expense
|
5.0
|
|
|
—
|
|
|
6.0
|
|
|
—
|
|
||||
Cost of unit-based compensation charged to operating expense
|
0.8
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
||||
Total amount charged to income
|
$
|
5.8
|
|
|
$
|
3.5
|
|
|
$
|
9.8
|
|
|
$
|
6.7
|
|
Interest of non-controlling partners in unit-based compensation
|
$
|
2.5
|
|
|
$
|
—
|
|
|
$
|
3.0
|
|
|
$
|
—
|
|
Amount of related income tax expense recognized in income
|
$
|
1.3
|
|
|
$
|
1.3
|
|
|
$
|
2.6
|
|
|
$
|
2.5
|
|
|
|
Six Months Ended
June 30, 2014 |
||||||
EnLink Midstream Partners, LP Restricted Incentive Units:
|
|
Number of
Units
|
|
Weighted
Average
Grant-Date
Fair Value
|
||||
Non-vested, beginning of period
|
|
—
|
|
|
$
|
—
|
|
|
Assumed in business combination
|
|
371,225
|
|
|
30.51
|
|
||
Granted
|
|
679,698
|
|
|
31.54
|
|
||
Forfeited
|
|
(7,750
|
)
|
|
31.66
|
|
||
Non-vested, end of period
|
|
1,043,173
|
|
|
$
|
31.17
|
|
|
Aggregate intrinsic value, end of period (in millions)
|
|
$
|
32.8
|
|
|
|
|
|
|
Six Months Ended
June 30, 2014 |
||||||
EnLink Midstream, LLC Restricted Incentive Units
|
|
Number of Units
|
|
Weighted
Average
Grant-Date
Fair Value
|
||||
Non-vested, beginning of period
|
|
—
|
|
|
$
|
—
|
|
|
Assumed in business combination
|
|
435,674
|
|
|
37.60
|
|
||
Granted
|
|
612,847
|
|
|
36.58
|
|
||
Forfeited
|
|
(6,655
|
)
|
|
36.54
|
|
||
Non-vested, end of period
|
|
1,041,866
|
|
|
$
|
37.01
|
|
|
Aggregate intrinsic value, end of period (in millions)
|
|
$
|
43.4
|
|
|
|
|
|
Three Months Ended June 30, 2014
|
|
Six Months Ended June 30, 2014*
|
||||
Change in fair value of derivatives
|
$
|
(1.3
|
)
|
|
$
|
(2.0
|
)
|
Realized losses on derivatives
|
(0.3
|
)
|
|
(0.9
|
)
|
||
Loss on derivative activity
|
$
|
(1.6
|
)
|
|
$
|
(2.9
|
)
|
|
June 30, 2014
|
||
Fair value of derivative assets — current
|
$
|
0.3
|
|
Fair value of derivative assets — long term
|
0.2
|
|
|
Fair value of derivative liabilities — current
|
(1.0
|
)
|
|
Fair value of derivative liabilities— long term
|
(1.4
|
)
|
|
Net fair value of derivatives
|
$
|
(1.9
|
)
|
|
|
|
|
|
|
June 30, 2014
|
|||||
Commodity
|
|
Instruments
|
|
Unit
|
|
Volume
|
|
Fair Value
|
|||
|
|
|
|
|
|
(In millions)
|
|||||
NGL (short contracts)
|
|
Swaps
|
|
Gallons
|
|
(63.7
|
)
|
|
$
|
(2.2
|
)
|
NGL (long contracts)
|
|
Swaps
|
|
Gallons
|
|
51.7
|
|
|
0.3
|
|
|
Natural Gas (short contracts)
|
|
Swaps
|
|
MMBtu
|
|
(1.8
|
)
|
|
0.7
|
|
|
Natural Gas (long contracts)
|
|
Swaps
|
|
MMBtu
|
|
1.9
|
|
|
(0.7
|
)
|
|
Total fair value of derivatives
|
|
|
|
|
|
|
|
$
|
(1.9
|
)
|
|
Maturity Periods
|
||||||||||||||
|
Less than one year
|
|
One to two years
|
|
More than two years
|
|
Total fair value
|
||||||||
June 30, 2014
|
$
|
(0.6
|
)
|
|
$
|
(0.9
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
(1.9
|
)
|
|
June 30, 2014
Level 2 |
||
Commodity Swaps*
|
$
|
(1.9
|
)
|
Total
|
$
|
(1.9
|
)
|
|
June 30, 2014
|
||||||
|
Carrying
Value
|
|
Fair
Value
|
||||
Short-term debt
|
$
|
18.5
|
|
|
$
|
20.0
|
|
Long-term debt
|
$
|
1,675.3
|
|
|
$
|
1,754.8
|
|
Obligations under capital leases
|
$
|
22.0
|
|
|
$
|
21.8
|
|
|
Texas
|
|
Louisiana
|
|
Oklahoma
|
|
Ohio River Valley
|
|
Corporate
|
|
Totals
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Three Months Ended June 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Sales to external customers
|
$
|
88.6
|
|
|
$
|
577.4
|
|
|
$
|
—
|
|
|
$
|
89.0
|
|
|
$
|
—
|
|
|
$
|
755.0
|
|
Sales to affiliates
|
152.9
|
|
|
1.7
|
|
|
47.2
|
|
|
—
|
|
|
(28.0
|
)
|
|
173.8
|
|
||||||
Purchased gas, NGLs, condensate and crude oil
|
(88.5
|
)
|
|
(530.8
|
)
|
|
—
|
|
|
(70.6
|
)
|
|
28.0
|
|
|
(661.9
|
)
|
||||||
Operating expenses
|
(38.6
|
)
|
|
(16.6
|
)
|
|
(7.3
|
)
|
|
(10.1
|
)
|
|
—
|
|
|
(72.6
|
)
|
||||||
Loss on derivative activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
|
(1.6
|
)
|
||||||
Segment profit (loss)
|
$
|
114.4
|
|
|
$
|
31.7
|
|
|
$
|
39.9
|
|
|
$
|
8.3
|
|
|
$
|
(1.6
|
)
|
|
$
|
192.7
|
|
Depreciation and amortization
|
$
|
(32.8
|
)
|
|
$
|
(19.1
|
)
|
|
$
|
(11.6
|
)
|
|
$
|
(9.9
|
)
|
|
$
|
(0.8
|
)
|
|
$
|
(74.2
|
)
|
Goodwill
|
$
|
1,168.1
|
|
|
$
|
786.7
|
|
|
$
|
190.3
|
|
|
$
|
118.0
|
|
|
$
|
1,430.4
|
|
|
$
|
3,693.5
|
|
Capital expenditures
|
$
|
75.4
|
|
|
$
|
121.2
|
|
|
$
|
(2.2
|
)
|
|
$
|
18.0
|
|
|
$
|
3.2
|
|
|
$
|
215.6
|
|
Three Months Ended June 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Sales to external customers
|
$
|
33.2
|
|
|
$
|
—
|
|
|
$
|
14.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
47.5
|
|
Sales to affiliates
|
367.3
|
|
|
—
|
|
|
173.2
|
|
|
—
|
|
|
—
|
|
|
540.5
|
|
||||||
Purchased gas, NGLs, condensate and crude oil
|
(295.1
|
)
|
|
—
|
|
|
(153.6
|
)
|
|
—
|
|
|
—
|
|
|
(448.7
|
)
|
||||||
Operating expenses
|
(31.4
|
)
|
|
—
|
|
|
(7.8
|
)
|
|
—
|
|
|
—
|
|
|
(39.2
|
)
|
||||||
Segment profit
|
$
|
74.0
|
|
|
$
|
—
|
|
|
$
|
26.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
100.1
|
|
Depreciation and amortization
|
$
|
(26.7
|
)
|
|
$
|
—
|
|
|
$
|
(19.5
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(46.2
|
)
|
Goodwill
|
$
|
325.4
|
|
|
$
|
—
|
|
|
$
|
76.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
401.7
|
|
Capital expenditures
|
$
|
36.0
|
|
|
$
|
—
|
|
|
$
|
16.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
52.3
|
|
Six Months Ended June 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Sales to external customers
|
$
|
136.9
|
|
|
$
|
730.6
|
|
|
$
|
11.5
|
|
|
$
|
108.5
|
|
|
$
|
—
|
|
|
$
|
987.5
|
|
Sales to affiliates
|
488.8
|
|
|
2.2
|
|
|
210.1
|
|
|
—
|
|
|
(35.4
|
)
|
|
665.7
|
|
||||||
Purchased gas, NGLs, condensate and crude oil
|
(346.2
|
)
|
|
(671.3
|
)
|
|
(133.8
|
)
|
|
(84.9
|
)
|
|
35.4
|
|
|
(1,200.8
|
)
|
||||||
Operating expenses
|
(70.3
|
)
|
|
(21.8
|
)
|
|
(14.0
|
)
|
|
(12.6
|
)
|
|
—
|
|
|
(118.7
|
)
|
||||||
Loss on derivative activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.9
|
)
|
|
(2.9
|
)
|
||||||
Segment profit (loss)
|
$
|
209.2
|
|
|
$
|
39.7
|
|
|
$
|
73.8
|
|
|
$
|
11.0
|
|
|
$
|
(2.9
|
)
|
|
$
|
330.8
|
|
Depreciation and amortization
|
$
|
(60.1
|
)
|
|
$
|
(24.3
|
)
|
|
$
|
(25.8
|
)
|
|
$
|
(11.3
|
)
|
|
$
|
(0.9
|
)
|
|
$
|
(122.4
|
)
|
Goodwill
|
$
|
1,168.1
|
|
|
$
|
786.7
|
|
|
$
|
190.3
|
|
|
$
|
118.0
|
|
|
$
|
1,430.4
|
|
|
$
|
3,693.5
|
|
Capital expenditures
|
$
|
100.5
|
|
|
$
|
143.3
|
|
|
$
|
8.0
|
|
|
$
|
23.1
|
|
|
$
|
8.7
|
|
|
$
|
283.6
|
|
Six Months Ended June 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Sales to external customers
|
$
|
63.7
|
|
|
$
|
—
|
|
|
$
|
25.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
89.3
|
|
Sales to affiliates
|
692.9
|
|
|
—
|
|
|
332.7
|
|
|
—
|
|
|
—
|
|
|
1,025.6
|
|
||||||
Purchased gas, NGLs, condensate and crude oil
|
(552.5
|
)
|
|
—
|
|
|
(291.6
|
)
|
|
—
|
|
|
—
|
|
|
(844.1
|
)
|
||||||
Operating expenses
|
(65.2
|
)
|
|
—
|
|
|
(15.0
|
)
|
|
—
|
|
|
—
|
|
|
(80.2
|
)
|
||||||
Segment profit
|
$
|
138.9
|
|
|
$
|
—
|
|
|
$
|
51.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
190.6
|
|
Depreciation and amortization
|
$
|
(53.4
|
)
|
|
$
|
—
|
|
|
$
|
(37.2
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(90.6
|
)
|
Goodwill
|
$
|
325.4
|
|
|
$
|
—
|
|
|
$
|
76.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
401.7
|
|
Capital expenditures
|
$
|
86.8
|
|
|
$
|
—
|
|
|
$
|
48.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
135.5
|
|
|
June 30, 2014
|
|
December 31, 2013
|
||||
Segment Identifiable Assets:
|
(In millions)
|
||||||
Texas
|
$
|
3,176.4
|
|
|
$
|
1,460.0
|
|
Louisiana
|
2,891.9
|
|
|
—
|
|
||
Oklahoma
|
907.9
|
|
|
777.1
|
|
||
Ohio River Valley
|
614.1
|
|
|
—
|
|
||
Corporate
|
1,788.9
|
|
|
72.7
|
|
||
Total identifiable assets
|
$
|
9,379.2
|
|
|
$
|
2,309.8
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Segment profits
|
$
|
192.7
|
|
|
$
|
100.1
|
|
|
$
|
330.8
|
|
|
$
|
190.6
|
|
General and administrative expenses
|
(26.6
|
)
|
|
(11.3
|
)
|
|
(42.5
|
)
|
|
(21.5
|
)
|
||||
Depreciation and amortization
|
(74.2
|
)
|
|
(46.2
|
)
|
|
(122.4
|
)
|
|
(90.6
|
)
|
||||
Operating income
|
$
|
91.9
|
|
|
$
|
42.6
|
|
|
$
|
165.9
|
|
|
$
|
78.5
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2013
|
|
2014
|
|
2013
|
||||||
|
|
||||||||||
Operating revenues:
|
|
|
|
|
|
||||||
Operating revenues
|
$
|
11.2
|
|
|
$
|
6.8
|
|
|
$
|
22.6
|
|
Operating revenues - affiliates
|
24.2
|
|
|
10.5
|
|
|
47.3
|
|
|||
Total operating revenues
|
35.4
|
|
|
17.3
|
|
|
69.9
|
|
|||
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
||||||
Operating expenses
|
29.4
|
|
|
15.7
|
|
|
53.8
|
|
|||
Total operating expenses
|
29.4
|
|
|
15.7
|
|
|
53.8
|
|
|||
|
|
|
|
|
|
||||||
Income before income taxes
|
6.0
|
|
|
1.6
|
|
|
16.1
|
|
|||
Income tax expense
|
2.2
|
|
|
0.6
|
|
|
5.8
|
|
|||
Net income
|
3.8
|
|
|
1.0
|
|
|
10.3
|
|
|||
Net income attributable to non-controlling interest
|
(0.5
|
)
|
|
—
|
|
|
(1.1
|
)
|
|||
Net income including non-controlling interest
|
$
|
3.3
|
|
|
$
|
1.0
|
|
|
$
|
9.2
|
|
|
December 31, 2013
|
||
|
(in millions)
|
||
Inventories
|
$
|
0.2
|
|
Other current assets
|
0.2
|
|
|
Total current assets
|
0.4
|
|
|
Property, plant & equipment
|
72.3
|
|
|
Total assets
|
$
|
72.7
|
|
|
|
||
Accounts payable
|
$
|
3.2
|
|
Other current liabilities
|
1.1
|
|
|
Total current liabilities
|
4.3
|
|
|
Asset retirement obligations
|
7.1
|
|
|
Deferred income taxes
|
25.3
|
|
|
Other long-term liabilities
|
0.3
|
|
|
Total liabilities
|
$
|
37.0
|
|
•
|
16,414,830
common units representing an aggregate
7%
limited partner interest in the Partnership;
|
•
|
100.0%
ownership interest in EnLink Midstream Partners GP, LLC, the general partner of the Partnership, which owns a
0.7%
general partner interest and all of the incentive distribution rights in the Partnership;
|
•
|
50.0%
limited partner interest in Midstream Holdings; and
|
•
|
89.8%
interest in E2 Energy Services, LLC and a
88.3%
interest in E2 Appalachian Compression, LLC, with the remainder owned by E2 management.
|
|
|
Three Months Ended
June 30, 2014 |
||
|
|
(Unaudited)
|
||
Distribution declared by ENLK associated with (1):
|
|
|
||
General partner interest
|
|
$
|
0.6
|
|
Incentive distribution rights
|
|
5.9
|
|
|
ENLK common units owned
|
|
6.0
|
|
|
Total share of ENLK distributions declared
|
|
$
|
12.5
|
|
Adjusted EBITDA of Midstream Holdings (2)
|
|
60.0
|
|
|
Total cash available
|
|
$
|
72.5
|
|
Uses of cash:
|
|
|
||
General and administrative expenses
|
|
(0.8
|
)
|
|
Interest expense
|
|
(0.8
|
)
|
|
Maintenance capital expenditures (3)
|
|
(1.8
|
)
|
|
Total cash used
|
|
$
|
(3.4
|
)
|
ENLC cash available for distribution
|
|
$
|
69.1
|
|
(1)
|
Represents distributions declared by ENLK and to be paid to ENLC on August 13, 2014.
|
(2)
|
Represents ENLC's 50% interest in Midstream Holdings' adjusted EBITDA , which is disbursed on a monthly basis to ENLC by Midstream Holdings. Midstream Holdings' adjusted EBITDA is defined as earnings before depreciation. ENLC's share of Midstream Holdings' adjusted EBITDA is comprised of its 50% share in Midstream Holdings' net income of $42.7 million plus its 50% share in Midstream Holdings' depreciation of $17.3 million.
|
(3)
|
Represents ENLC's interest in Midstream Holdings' maintenance capital expenditures which is netted against the monthly disbursement of Midstream Holdings' adjusted EBITDA per (2) above.
|
|
|
Three Months Ended
June 30, 2014 |
||
|
|
(Unaudited)
|
||
|
||||
Net income of ENLC
|
|
$
|
64.5
|
|
Less: Net income attributable to ENLK
|
|
(41.4
|
)
|
|
Net Income of ENLC Excluding ENLK
|
|
$
|
23.1
|
|
ENLC's share of distributions from ENLK (1)
|
|
12.5
|
|
|
ENLC's interest in Midstream Holdings' depreciation (2)
|
|
17.3
|
|
|
ENLC income tax expense (3)
|
|
17.3
|
|
|
Depreciation attributable to E2
|
|
1.5
|
|
|
Maintenance capital expenditures (4)
|
|
(1.8
|
)
|
|
Other items (5)
|
|
(0.8
|
)
|
|
ENLC cash available for distribution
|
|
$
|
69.1
|
|
(1)
|
Represents distributions declared by ENLK and to be paid to ENLC on August 13, 2014.
|
(2)
|
Represents ENLC's interest in Midstream Holdings' depreciation, which is reflected as a non-cash deduction in the net income of ENLC excluding ENLK.
|
(3)
|
Represents ENLC's stand-alone deferred taxes.
|
(4)
|
Represents ENLC's interest in Midstream Holdings' maintenance capital expenditures, which is netted against the monthly disbursement of Midstream Holdings' adjusted EBITDA.
|
(5)
|
Represents E2's adjusted EBITDA and other non-cash items not included in cash available for distributions.
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30, |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(in millions)
|
||||||||||||||
Total gross operating margin
|
$
|
265.3
|
|
|
$
|
139.3
|
|
|
$
|
449.5
|
|
|
$
|
270.8
|
|
|
|
|
|
|
|
|
|
||||||||
Deduct:
|
|
|
|
|
|
|
|
||||||||
Operating expenses
|
(72.6
|
)
|
|
(39.2
|
)
|
|
(118.7
|
)
|
|
(80.2
|
)
|
||||
General and administrative expenses
|
(26.6
|
)
|
|
(11.3
|
)
|
|
(42.5
|
)
|
|
(21.5
|
)
|
||||
Depreciation and amortization
|
(74.2
|
)
|
|
(46.2
|
)
|
|
(122.4
|
)
|
|
(90.6
|
)
|
||||
Operating income
|
$
|
91.9
|
|
|
$
|
42.6
|
|
|
$
|
165.9
|
|
|
$
|
78.5
|
|
•
|
In connection with the business combination, Midstream Holdings entered into new agreements with Devon that were effective on March 1, 2014 pursuant to which Midstream Holdings provides services to Devon under fixed-fee arrangements in which Midstream Holdings does not take title to the natural gas gathered or processed or the NGLs it fractionates. Prior to the effectiveness of these agreements, the Predecessor provided services to Devon under a percent-of-proceeds arrangement in which it took title to the natural gas it gathered and processed and the NGLs it fractionated.
|
•
|
Prior to March 7, 2014, our financial results only included the assets, liabilities and operations of our Predecessor. Beginning on March 7, 2014, our financial results also consolidate the assets, liabilities and operations of the legacy business of the Partnership prior to giving effect to the business combination.
|
•
|
Subsequent to March 7, 2014, we own a 50% direct ownership interest in Midstream Holdings and indirectly own an additional interest of approximately 3% of Midstream Holdings through our ownership in the Partnership which owns the remaining 50% interest in Midstream Holdings rather than the 100% ownership reflected as part of our Predecessor’s historical financial results. Our financial statements after March 7, 2014 consolidate all of Midstream Holdings’ financial results with ours in accordance with GAAP and ENLK’s 47% interest not owned by us in Midstream Holdings is reflected as a non-controlling interest.
|
•
|
Our financial statements for the three and
six months ended June 30, 2014
report financial results according to operating segments based principally upon geographic regions served. The Predecessor had no operations for certain of those reporting segments.
|
•
|
The Predecessor’s historical assets comprised all of Devon’s U.S.-midstream assets and operations. However, only its assets serving the Barnett, Cana-Woodford and Arkoma-Woodford Shales, as well as a contractual right to the burdens and benefits of its 38.75% interest in GCF, were contributed to Midstream Holdings in connection with the consummation of the business combination. Assets that were not contributed to Midstream Holdings are included in discontinued operations.
|
•
|
All historical affiliated transactions prior to March 7, 2014 related to our continuing operations were net settled within our combined financial statements because these transactions related to Devon and were funded by Devon’s working capital. Beginning on March 7, 2014, all our transactions are funded by our working capital. This will impact the comparability of our cash flow statements, working capital analysis and liquidity discussion.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(in millions, except volumes)
|
||||||||||||||
Texas Segment
|
|
|
|
|
|
|
|
|
|
||||||
Revenues
|
$
|
241.5
|
|
|
$
|
400.5
|
|
|
$
|
625.7
|
|
|
$
|
756.6
|
|
Purchased gas and NGLs
|
(88.5
|
)
|
|
(295.1
|
)
|
|
(346.2
|
)
|
|
(552.5
|
)
|
||||
Total gross operating margin
|
$
|
153.0
|
|
|
$
|
105.4
|
|
|
$
|
279.5
|
|
|
$
|
204.1
|
|
Louisiana Segment
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
579.1
|
|
|
$
|
—
|
|
|
$
|
732.8
|
|
|
$
|
—
|
|
Purchased gas, NGLs and crude oil
|
(530.8
|
)
|
|
—
|
|
|
(671.3
|
)
|
|
—
|
|
||||
Total gross operating margin
|
$
|
48.3
|
|
|
$
|
—
|
|
|
$
|
61.5
|
|
|
$
|
—
|
|
Oklahoma Segment
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
47.2
|
|
|
$
|
187.5
|
|
|
$
|
221.6
|
|
|
$
|
358.3
|
|
Purchased gas and NGLs
|
—
|
|
|
(153.6
|
)
|
|
(133.8
|
)
|
|
(291.6
|
)
|
||||
Total gross operating margin
|
$
|
47.2
|
|
|
$
|
33.9
|
|
|
$
|
87.8
|
|
|
$
|
66.7
|
|
ORV Segment
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
89.0
|
|
|
$
|
—
|
|
|
$
|
108.5
|
|
|
$
|
—
|
|
Purchased crude oil and condensate
|
(70.6
|
)
|
|
—
|
|
|
(84.9
|
)
|
|
—
|
|
||||
Total gross operating margin
|
$
|
18.4
|
|
|
$
|
—
|
|
|
$
|
23.6
|
|
|
$
|
—
|
|
Corporate
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
(29.6
|
)
|
|
$
|
—
|
|
|
$
|
(38.3
|
)
|
|
$
|
—
|
|
Purchased gas and NGLs
|
28.0
|
|
|
—
|
|
|
35.4
|
|
|
—
|
|
||||
Total gross operating margin
|
$
|
(1.6
|
)
|
|
$
|
—
|
|
|
$
|
(2.9
|
)
|
|
$
|
—
|
|
Total
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
927.2
|
|
|
$
|
588.0
|
|
|
$
|
1,650.3
|
|
|
$
|
1,114.9
|
|
Purchased gas, NGLs, condensate and crude oil
|
(661.9
|
)
|
|
(448.7
|
)
|
|
(1,200.8
|
)
|
|
(844.1
|
)
|
||||
Total gross operating margin
|
$
|
265.3
|
|
|
$
|
139.3
|
|
|
$
|
449.5
|
|
|
$
|
270.8
|
|
|
|
|
|
|
|
|
|
||||||||
Midstream Volumes:
|
|
|
|
|
|
|
|
||||||||
Texas
(1)
|
|
|
|
|
|
|
|
||||||||
Gathering and Transportation (MMBtu/d)
|
2,994,400
|
|
|
2,121,000
|
|
|
2,977,200
|
|
|
2,126,000
|
|
||||
Processing (MMBtu/d)
|
1,156,700
|
|
|
802,000
|
|
|
1,146,600
|
|
|
795,000
|
|
||||
Louisiana
(2)
|
|
|
|
|
|
|
|
|
|
|
|||||
Gathering and Transportation (MMBtu/d)
|
429,600
|
|
|
—
|
|
|
426,900
|
|
|
—
|
|
||||
Processing (MMBtu/d)
|
591,900
|
|
|
—
|
|
|
602,800
|
|
|
—
|
|
||||
NGL Fractionation (Gals/d)
|
4,377,300
|
|
|
—
|
|
|
4,143,300
|
|
|
—
|
|
||||
Oklahoma
(3)
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gathering and Transportation (MMBtu/d)
|
512,500
|
|
|
372,000
|
|
|
461,900
|
|
|
382,000
|
|
||||
Processing (MMBtu/d)
|
458,400
|
|
|
392,000
|
|
|
441,600
|
|
|
387,000
|
|
||||
ORV
(2)
|
|
|
|
|
|
|
|
|
|
|
|||||
Crude Oil Handling (Bbls/d)
|
16,300
|
|
|
—
|
|
|
16,000
|
|
|
—
|
|
||||
Brine Disposal (Bbls/d)
|
5,200
|
|
|
—
|
|
|
5,300
|
|
|
—
|
|
(1)
|
Volumes for the six month periods include volumes per day based on 180 day periods for Midstream Holdings operations plus incremental volumes based on the 116 day period from March 7 to June 30, 2014 for the Partnership’s legacy operations in Texas.
|
(2)
|
Volumes include volumes per day based on 91 days for the three months ended June 30, 2014 and based on the 116 day period from March 7 to June 30, 2014 for the six months ended June 30, 2014 for the Partnership’s legacy operations. Midstream Holdings does not have any operations in Louisiana or Ohio.
|
(3)
|
Volumes include volumes per day based on 91 and 181 day periods for the three and six months ended June 30, 2014, respectively, for Midstream Holdings operations. The Partnership did not have any legacy operations in Oklahoma.
|
|
Three Months Ended June 30,
|
||
|
2014
|
||
Senior notes
|
$
|
16.4
|
|
Bank credit facility
|
1.6
|
|
|
Capitalized interest
|
(4.3
|
)
|
|
Amortization of debt issue costs and net discount (premium)
|
(0.4
|
)
|
|
Other
|
0.8
|
|
|
Total
|
$
|
14.1
|
|
|
Six Months Ended June 30,
|
||
|
2014
|
||
Senior notes
|
$
|
21.7
|
|
Bank credit facility
|
2.8
|
|
|
Capitalized interest
|
(5.4
|
)
|
|
Amortization of debt issue costs and net discount (premium)
|
(0.6
|
)
|
|
Other
|
1.0
|
|
|
Total
|
$
|
19.5
|
|
•
|
changes in general economic conditions in regions in which our markets are located;
|
•
|
the availability and prices of natural gas, crude oil and condensate supply;
|
•
|
our ability to negotiate favorable sales agreements;
|
•
|
the risks that natural gas, 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, crude oil, and condensate; and
|
•
|
competition from other midstream companies, including major energy producers.
|
|
Six Months Ended
June 30, |
||||||
|
2014
|
|
2013
|
||||
Operating cash flows before working capital
|
$
|
276.7
|
|
|
$
|
134.7
|
|
Changes in working capital
|
$
|
(72.6
|
)
|
|
$
|
14.8
|
|
|
Six Months Ended
June 30, |
||||||
|
2014
|
|
2013
|
||||
Growth capital expenditures
|
$
|
302.8
|
|
|
$
|
115.9
|
|
Maintenance capital expenditures
|
14.5
|
|
|
40.7
|
|
||
Acquisition of business
|
51.0
|
|
|
—
|
|
||
Investment in equity investment company
|
5.7
|
|
|
—
|
|
||
Distribution from equity investment company
|
(5.0
|
)
|
|
—
|
|
||
Total
|
$
|
369.0
|
|
|
$
|
156.6
|
|
|
Six Months Ended June 30, 2014
|
||
Net repayments on Partnership's bank credit facility
|
$
|
(209.7
|
)
|
Net borrowings on Company's credit facility
|
19.8
|
|
|
Net borrowings on E2's credit facility
|
9.5
|
|
|
Senior unsecured notes borrowings
|
1,190.0
|
|
|
Net repayments under capital lease obligations
|
1.2
|
|
|
Debt refinancing costs
|
(7.4
|
)
|
|
Redemption of 2018 Notes
|
(767.6
|
)
|
|
Proceeds from issuance of Partnership units
|
20.0
|
|
|
Six Months Ended June 30, 2014
|
||
Distributions to unitholders
|
$
|
14.7
|
|
Non-controlling partner distributions
|
45.8
|
|
|
Total
|
$
|
60.5
|
|
|
Six Months Ended June 30, 2014
|
||
Increase in drafts payable
|
$
|
8.6
|
|
|
Payments Due by Period
|
||||||||||||||||||||||||||
|
Total
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
||||||||||||||
Long-term debt obligations*
|
$
|
1,396.5
|
|
|
$
|
18.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,378.0
|
|
Partnership credit facility
|
160.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
160.0
|
|
|||||||
Bank credit facility
|
95.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
95.0
|
|
|||||||
Other long term debt obligation
|
23.6
|
|
|
—
|
|
|
—
|
|
|
23.1
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|||||||
Interest payable on fixed long-term debt obligations
|
953.7
|
|
|
33.8
|
|
|
64.2
|
|
|
64.2
|
|
|
64.2
|
|
|
64.2
|
|
|
663.1
|
|
|||||||
Capital lease obligations
|
24.3
|
|
|
2.3
|
|
|
4.6
|
|
|
4.6
|
|
|
6.7
|
|
|
2.9
|
|
|
3.2
|
|
|||||||
Operating lease obligations
|
54.3
|
|
|
6.2
|
|
|
12.0
|
|
|
9.2
|
|
|
5.3
|
|
|
5.9
|
|
|
15.7
|
|
|||||||
Purchase obligations
|
20.2
|
|
|
20.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Consulting agreement
|
3.0
|
|
|
3.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Delivery contract obligation
|
89.6
|
|
|
9.0
|
|
|
17.9
|
|
|
17.9
|
|
|
17.9
|
|
|
17.9
|
|
|
9.0
|
|
|||||||
Inactive easement commitment**
|
9.0
|
|
|
1.0
|
|
|
1.0
|
|
|
1.0
|
|
|
1.0
|
|
|
1.0
|
|
|
4.0
|
|
|||||||
Uncertain tax position obligations
|
3.9
|
|
|
3.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total contractual obligations
|
$
|
2,833.1
|
|
|
$
|
97.9
|
|
|
$
|
99.7
|
|
|
$
|
120.0
|
|
|
$
|
95.6
|
|
|
$
|
91.9
|
|
|
$
|
2,328.0
|
|
|
June 30, 2014
|
||
Partnership bank credit facility (due 2019), interest based on Prime and/or LIBOR plus an applicable margin, interest rate at June 30, 2014 was 3.1%
|
$
|
160.0
|
|
Company bank credit facility (due 2019), interest based on LIBOR plus an applicable margin, interest rate at June 30, 2014 was 1.9%
|
95.0
|
|
|
Senior unsecured notes (due 2019), net of discount of $2.8 million, which bear interest at the
rate of 2.70% |
397.2
|
|
|
Senior unsecured notes (due 2022), including a premium of $28.3 million, which bear interest at the rate of 7.125% (1)
|
224.9
|
|
|
Senior unsecured notes (due 2024), net of discount of $3.6 million, which bear interest at the rate of 4.40%
|
446.4
|
|
|
Senior unsecured notes (due 2044), net of discount of $3.3 million, which bear interest at the rate of 5.60%
|
346.7
|
|
|
Other debt
|
23.6
|
|
|
|
$
|
1,693.8
|
|
Less: Current portion (1)
|
(18.5
|
)
|
|
Debt classified as long-term
|
$
|
1,675.3
|
|
1.
|
Processing margin contracts:
Under this type of contract, the Partnership pays the producer for the full amount of inlet gas to the plant, and makes a margin based on the difference between the value of liquids recovered from the processed natural gas as compared to the value of the natural gas volumes lost ("shrink") and the cost of fuel used in processing. The shrink and fuel losses are referred to as plant thermal reduction or "PTR". The Partnership's margins from these contracts are high during periods of high liquids prices relative to natural gas prices, and can be negative during periods of high natural gas prices relative to liquids prices. However, the Partnership mitigates its risk of processing natural gas when margins are negative primarily through its ability to bypass processing when it is not profitable for the Partnership, or by contracts that revert to a minimum fee for processing if the natural gas must be processed to meet pipeline quality specifications.
|
Period
|
|
Underlying
|
|
Notional Volume
|
|
We Pay
|
|
We Receive *
|
|
Fair Value Asset/(Liability)
(In millions)
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|||
July 2014 - December 2016
|
|
Ethane
|
|
1,131
|
|
(MBbls)
|
|
Index
|
|
$0.2914/gal
|
|
$
|
0.2
|
|
July 2014 - December 2016
|
|
Propane
|
|
1,331
|
|
(MBbls)
|
|
Index
|
|
$1.0291/gal
|
|
(1.7
|
)
|
|
July 2014 - May 2015
|
|
Normal Butane
|
|
50
|
|
(MBbls)
|
|
Index
|
|
$1.2558/gal
|
|
(0.1
|
)
|
|
July 2014 - May 2015
|
|
Natural Gasoline
|
|
36
|
|
(MBbls)
|
|
Index
|
|
$1.9930/gal
|
|
(0.3
|
)
|
|
July 2014 - May 2015
|
|
Natural Gas
|
|
862
|
|
(MMBtu/d)
|
|
$4.3281/MMBtu*
|
|
Index
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(1.9
|
)
|
Number
|
|
Description
|
2.1**
|
—
|
Agreement and Plan of Merger, dated as of October 21, 2013, by and among Devon Energy Corporation, Devon Gas Services, L.P., Acacia Natural Gas Corp I, Inc., EnLink Midstream, Inc. (formerly known as Crosstex Energy, Inc.), EnLink Midstream, LLC (formerly known as New Public Rangers, L.L.C.), Boomer Merger Sub, Inc. and Rangers Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to EnLink Midstream, Inc.’s Current Report on Form 8-K, dated October 21, 2013, filed with the Commission on October 22, 2013).
|
2.2**
|
—
|
Contribution Agreement, dated as of October 21, 2013, by and among Devon Energy Corporation, Devon Gas Corporation, Devon Gas Services, L.P., Southwestern Gas Pipeline, Inc., EnLink Midstream Partners, LP (formerly known as Crosstex Energy, L.P.) and EnLink Midstream Operating, LP (formerly known as Crosstex Energy Services, L.P.) (incorporated by reference to Exhibit 2.1 to EnLink Midstream Partners, LP’s Current Report on Form 8-K dated October 21, 2013, filed with the Commission on October 22, 2013).
|
3.1
|
—
|
Certificate of Formation of EnLink Midstream, LLC (incorporated by reference to Exhibit 3.1 to our Registration Statement on Form S-4, file No. 333-192419).
|
3.2
|
—
|
Certificate of Amendment to Certificate of Formation of EnLink Midstream, LLC (incorporated by reference to Exhibit 3.2 to our Registration Statement on Form S-4, file No. 333-192419).
|
3.3
|
—
|
First Amended and Restated Operating Agreement of EnLink Midstream, LLC (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K dated March 7, 2014, filed with the Commission on March 11, 2014).
|
3.4
|
—
|
Certificate of Limited Partnership of Crosstex Energy, L.P. (incorporated by reference to Exhibit 3.1 to EnLink Midstream Partners, LP’s Registration Statement on Form S-1, file No. 333-97779).
|
3.5
|
—
|
Certificate of Amendment to the Certificate of Limited Partnership of Crosstex Energy, L.P. (incorporated by reference to Exhibit 3.2 to EnLink Midstream Partners, LP’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012).
|
3.6
|
—
|
Second Amendment to the Certificate of Limited Partnership of Crosstex Energy, L.P. (incorporated by reference to Exhibit 3.3 to EnLink Midstream Partners, LP’s Current Report on Form 8-K, dated March 6, 2014, filed with the Commission on March 11, 2014).
|
3.7
|
—
|
Seventh Amended and Restated Agreement of Limited Partnership of EnLink Midstream Partners, LP dated July 7, 2014 (incorporated by reference to Exhibit 3.1 to EnLink Midstream Partners, LP’s Current Report on Form 8-K dated July 7, 2014, filed with the Commission on July 7, 2014).
|
3.8
|
—
|
Certificate of Formation of Crosstex Energy GP, LLC (incorporated by reference to Exhibit 3.7 to EnLink Midstream Partners, LP’s Registration Statement on Form S-1, file No. 333-97779).
|
3.9
|
—
|
Amendment to Certificate of Formation of Crosstex Energy GP, LLC (incorporated by reference to Exhibit 3.1 to EnLink Midstream Partners, LP’s Current Report on Form 8-K, dated March 6, 2014, filed with the Commission on March 11, 2014).
|
3.10
|
—
|
Second Amended and Restated Limited Liability Company Agreement of EnLink Midstream GP, LLC, dated as of March 7, 2014 (incorporated by reference to Exhibit 3.2 to EnLink Midstream Partners, LP’s Current Report on Form 8-K, dated March 6, 2014, filed with the Commission on March 11, 2014).
|
3.11
|
—
|
Third Amended and Restated Limited Liability Company Agreement of EnLink Midstream GP, LLC, dated as of July 7, 2014 (incorporated by reference to Exhibit 3.2 to EnLink Midstream Partners, LP's Current Report on Form 8-K dated July 7, 2014, filed with the Commission on July 7, 2014).
|
3.12*
|
—
|
Certificate of Formation of New Public Rangers Manager, L.L.C.
|
3.13*
|
—
|
Certificate of Amendment to the Certificate of Formation of New Public Rangers Manager, L.L.C.
|
3.14*
|
—
|
First Amended and Restated Limited Liability Company Agreement of EnLink Midstream Manager, LLC
|
31.1*
|
—
|
Certification of the Principal Executive Officer.
|
31.2*
|
—
|
Certification of the Principal Financial Officer.
|
32.1*
|
—
|
Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350.
|
101*
|
—
|
The following financial information from EnLink Midstream, LLC’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of June 30, 2014 and December 31, 2013, (ii) Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2014 and 2013, (iii) Consolidated Statements of Changes in Members’ Equity for the six months ended June 30, 2014, (iv) Consolidated Statements of Cash Flows for the six months ended June 30, 2014 and 2013, and (v) the Notes to Condensed Consolidated Financial Statements.
|
|
EnLink Midstream, LLC
|
|
|
|
|
|
By:
|
EnLink Midstream Manager, LLC,
|
|
|
its managing member
|
|
|
|
|
By:
|
/s/ MICHAEL J. GARBERDING
|
|
|
Michael J. Garberding
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
By:
|
/s/ Crosby Scofield
|
|
|
Name:
|
Crosby Scofield
|
|
|
Title:
|
Authorized Person
|
|
|
|
|
|
US 2135641v.1
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jeffrey A. Agosta
|
|
|
Name:
|
Jeffrey A. Agosta
|
|
|
Title:
|
Authorized Person
|
|
|
|
|
|
US 2239883v.2
|
|
|
|
Section 1.1
|
Definitions. 1
|
Section 1.2
|
Construction. 3
|
Section 2.1
|
Formation. 4
|
Section 2.2
|
Name. 4
|
Section 2.3
|
Registered Office; Registered Agent; Principal Office; Other Offices. 4
|
Section 2.4
|
Purpose and Business. 4
|
Section 2.5
|
Powers. 4
|
Section 2.6
|
Term. 5
|
Section 2.7
|
Title to Company Assets. 5
|
Section 3.1
|
Voting. 5
|
Section 3.2
|
Distributions. 5
|
Section 4.1
|
Initial Capital Contributions. 5
|
Section 4.2
|
Additional Capital Contributions. 5
|
Section 4.3
|
No Preemptive Rights. 5
|
Section 4.4
|
Fully Paid and Non-Assessable Nature of Membership Interests. 5
|
Section 5.1
|
Establishment of the Board. 6
|
Section 5.2
|
The Board; Delegation of Authority and Duties. 6
|
Section 5.3
|
Term of Office. 7
|
Section 5.4
|
Meetings of the Board and Committees. 7
|
Section 5.5
|
Voting. 8
|
Section 5.6
|
Responsibility and Authority of the Board. 8
|
Section 5.7
|
Devotion of Time. 10
|
Section 5.8
|
Certificate of Formation. 10
|
Section 5.9
|
Benefit Plans. 10
|
Section 5.10
|
Indemnification. 10
|
Section 5.11
|
Liability of Indemnitees. 12
|
Section 5.12
|
Reliance by Third Parties. 13
|
Section 5.13
|
Other Business of Members. 13
|
Section 6.1
|
Officers. 14
|
Section 6.2
|
Compensation. 16
|
Section 7.1
|
Records and Accounting. 16
|
Section 7.2
|
Reports. 16
|
Section 7.3
|
Bank Accounts. 16
|
Section 8.1
|
Dissolution. 16
|
Section 8.2
|
Effect of Dissolution. 17
|
Section 8.3
|
Application of Proceeds. 17
|
Section 9.1
|
Addresses and Notices. 17
|
Section 9.2
|
Creditors. 18
|
Section 9.3
|
Applicable Law. 18
|
Section 9.4
|
Invalidity of Provisions. 18
|
Section 9.5
|
Third Party Beneficiaries. 18
|
|
|
DEVON GAS SERVICES, L.P.
|
|
|
|
|
|
|
By:
|
Devon Gas Operating, Inc., its general partner
|
|
|
|
|
|
|
By:
|
/s/ Darryl G. Smette
|
|
|
Name:
|
Darryl G. Smette
|
|
|
Title:
|
Executive Vice President
|
|
|
|
|
|
Director Name
|
Status (for purposes of Section 5.1(b))
|
Barry E. Davis
|
|
John Richels
|
|
David A. Hager
|
|
Darryl G. Smette
|
|
Thomas L. Mitchell
|
|
Mary P. Ricciardello
|
|
James C. Crain
|
Continuing Independent
|
Rolf A. Gafvert
|
Continuing Independent
|
Leldon E. Echols
|
Continuing Independent
|
1.
|
I have reviewed this quarterly report on Form 10-Q of EnLink Midstream, LLC;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ BARRY E. DAVIS
|
|
BARRY E. DAVIS
|
|
President and Chief Executive Officer
|
|
(principal executive officer)
|
|
|
Date: August 6, 2014
|
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of EnLink Midstream, LLC;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ MICHAEL J. GARBERDING
|
|
MICHAEL J. GARBERDING
|
|
Executive Vice President and Chief Financial Officer
|
|
(principal financial and accounting officer)
|
|
|
Date: August 6, 2014
|
|
|
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
|
|
/s/ BARRY E. DAVIS
|
|
Barry E. Davis
|
|
Chief Executive Officer
|
|
|
August 6, 2014
|
|
|
|
|
/s/ MICHAEL J. GARBERDING
|
|
Michael J. Garberding
|
|
Chief Financial Officer
|
|
|
August 6, 2014
|
|
|
|
|
|
|