10-Q

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
Form 10-Q
 
x      Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
for the quarterly period ended September 30, 2015
 
OR
 
o         Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
for the transition period from               to               
 
Commission file number: 001-36336
 
ENLINK MIDSTREAM, LLC
(Exact name of registrant as specified in its charter) 
Delaware
 
46-4108528
(State of organization)
 
(I.R.S. Employer Identification No.)
 
 
 
2501 CEDAR SPRINGS RD.
 
 
DALLAS, TEXAS
 
75201
(Address of principal executive offices)
 
(Zip Code)
 
(214) 953-9500
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x
 
Accelerated filer o
 
 
 
Non-accelerated filer o
 
Smaller reporting company o
(Do not check if a smaller reporting company)
 
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
 
As of October 23, 2015, the Registrant had 164,232,972 common units outstanding.
 


TABLE OF CONTENTS
 
Item
 
Description
 
Page
 
 
 
 
 
 
 
PART I—FINANCIAL INFORMATION
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

2



ENLINK MIDSTREAM, LLC
 
Condensed Consolidated Balance Sheets
 
 
September 30, 2015
 
December 31, 2014
 
(Unaudited)
 
 
 
(In millions, except unit data)
ASSETS
 

 
 

Current assets:
 

 
 

Cash and cash equivalents
$
82.5

 
$
68.4

Accounts receivable:
 

 
 

Trade, net of allowance for bad debt of $1.7
30.7

 
139.0

Accrued revenue and other
333.6

 
253.3

     Related party
119.2

 
121.6

Fair value of derivative assets
15.5

 
16.7

Natural gas and NGLs inventory, prepaid expenses and other
74.0

 
48.8

Total current assets
655.5


647.8

Property and equipment, net of accumulated depreciation of $1,671.1 and $1,426.3,
    respectively
5,565.8

 
5,042.8

Intangible assets, net of accumulated amortization of $42.9 and $36.5, respectively
602.8

 
533.0

Goodwill
3,156.8

 
3,684.7

Fair value of derivative assets
2.9

 
10.0

Investments in unconsolidated affiliates
263.5

 
270.8

Other assets, net
26.6

 
17.6

Total assets
$
10,273.9

 
$
10,206.7

 
 
 
 
LIABILITIES AND MEMBERS’ EQUITY
 

 
 

Current liabilities:
 

 
 

Accounts payable and drafts payable
$
40.6

 
$
121.8

Accounts payable to related party
24.2

 
3.0

Accrued gas, NGLs, condensate and crude oil purchases
263.0

 
204.5

Fair value of derivative liabilities
3.4

 
3.0

Other current liabilities
205.5

 
152.3

Total current liabilities
536.7


484.6

Long-term debt
2,851.5

 
2,022.5

Fair value of derivative liabilities
0.5

 
2.0

Asset retirement obligation
12.8

 
12.4

Other long-term liabilities
70.8

 
83.8

Deferred tax liability
539.3

 
526.6

Redeemable non-controlling interest
6.9

 
—

Members’ equity
 
 
 
Members' equity
2,518.6

 
2,774.3

Non-controlling interest
3,736.8

 
4,196.8

Net Devon investment
—

 
103.7

Total members' equity
6,255.4

 
7,074.8

Commitment and Contingencies (Note 15)


 


Total liabilities and members’ equity
$
10,273.9


$
10,206.7


See accompanying notes to condensed consolidated financial statements.
3

ENLINK MIDSTREAM, LLC
 
Condensed Consolidated Statements of Operations
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
(Unaudited)
(In millions, except per unit amounts)
Revenues:
 
 
 
 
 
 
 
 
Product sales
 
$
863.5

 
$
579.1

 
$
2,488.8

 
$
1,480.4

Product sales - affiliates
 
40.3

 
37.8

 
89.6

 
474.2

Midstream services
 
111.3

 
68.6

 
351.3

 
154.8

Midstream services - affiliates
 
150.3

 
170.9

 
449.3

 
400.2

Gain (loss) on derivative activity
 
5.2

 
1.0

 
6.6

 
(1.9
)
Total revenues
 
1,170.6

 
857.4

 
3,385.6


2,507.7

Operating costs and expenses:
 
 
 
 
 
 

 
 

Cost of sales (1)
 
861.8

 
597.2

 
2,487.4

 
1,798.0

Operating expenses (2)
 
105.0

 
79.8

 
312.6

 
200.4

General and administrative (3)
 
34.8

 
24.4

 
105.6

 
66.9

Loss on disposition of assets
 
3.2

 
—

 
3.2

 
—

Depreciation and amortization
 
98.4

 
75.1

 
289.1

 
198.6

Impairments
 
799.2

 
—

 
799.2

 
—

Gain on litigation settlement
 
—

 
(6.1
)
 
—

 
(6.1
)
Total operating costs and expenses
 
1,902.4

 
770.4


3,997.1


2,257.8

Operating income (loss)
 
(731.8
)
 
87.0

 
(611.5
)

249.9

Other income (expense):
 
 
 
 
 
 
 
 
Interest expense, net of interest income
 
(30.4
)
 
(13.6
)
 
(72.1
)
 
(33.1
)
Equity in income of equity investment
 
6.4

 
5.6

 
16.1

 
14.3

Gain on extinguishment of debt
 
—

 
2.4

 
—

 
3.2

Other income (expense)
 
0.1

 
0.1

 
0.6

 
(0.7
)
Total other expense
 
(23.9
)
 
(5.5
)
 
(55.4
)
 
(16.3
)
Income (loss) from continuing operations before non-controlling interest and income taxes
 
(755.7
)
 
81.5

 
(666.9
)
 
233.6

Income tax provision
 
(0.2
)
 
(17.3
)
 
(21.1
)
 
(59.5
)
Net income (loss) from continuing operations
 
(755.9
)
 
64.2

 
(688.0
)
 
174.1

Discontinued operations:
 
 
 
 
 
 
 
 
Income from discontinued operations, net of tax
 
—

 
—

 
—

 
1.0

Discontinued operations, net of tax
 
—

 
—

 
—

 
1.0

Net income (loss)
 
(755.9
)
 
64.2

 
(688.0
)

175.1

Net income (loss) attributable to the non-controlling interest
 
(562.5
)
 
37.7

 
(526.1
)
 
80.5

Net income (loss) attributable to EnLink Midstream, LLC
 
$
(193.4
)
 
$
26.5

 
$
(161.9
)
 
$
94.6

Predecessor interest in net income (4)
 
$
—

 
$
—

 
$
—

 
$
35.5

Devon investment interest in net income (loss)
 
$
—

 
$
(2.3
)
 
$
0.7

 
$
(5.3
)
EnLink Midstream, LLC interest in net income (loss)
 
$
(193.4
)
 
$
28.8

 
$
(162.6
)
 
$
64.4

Net income (loss) attributable to EnLink Midstream, LLC per unit:
 
 
 
 
 
 

 
 

  Basic per common unit
 
$
(1.18
)
 
$
0.18

 
$
(0.99
)
 
$
0.39

  Diluted per common unit
 
$
(1.18
)
 
$
0.17

 
$
(0.99
)
 
$
0.39

(1) Includes $51.9 million and $24.1 million for the three months ended September 30, 2015 and 2014, respectively, and $91.7 million and $349.9 million for the nine months ended September 30, 2015 and 2014, respectively, of affiliate cost of sales.
(2) Includes $0.1 million and $0.3 million for the three and nine months ended September 30, 2015, respectively, and $5.9 million for the nine months ended September 30, 2014 of affiliate operating expenses.
(3) Includes $0.1 million and $0.2 million for the three and nine months ended September 30, 2015, respectively, and $1.0 million and $10.6 million for the three and nine months ended September 30, 2014, respectively, of affiliate general and administrative expenses.
(4) Represents net income attributable to the Predecessor for the period prior to March 7, 2014.

See accompanying notes to condensed consolidated financial statements.
4

ENLINK MIDSTREAM, LLC
 
Consolidated Statement of Changes in Members’ Equity
Nine Months Ended September 30, 2015
 
 
Common Units
 
Net Devon Investment
 
Non-Controlling Interest
 
 
 
Redeemable Non-controlling Interest (Temporary Equity)
 
$ 
 
Units
 
$ 
 
$ 
 
Total
 
$
 
(Unaudited)
 
(In millions)
Balance, December 31, 2014
$
2,774.3

 
164.1

 
$
103.7

 
$
4,196.8

 
$
7,074.8

 
$
—

 Unit-based compensation
14.8

 
—

 
—

 
14.1

 
28.9

 
—

 Issuance of units by the Partnership
—

 
—

 
—

 
372.9

 
372.9

 
—

 Conversion of restricted units for common, net of units withheld for taxes
(2.9
)
 
0.1

 
—

 
—

 
(2.9
)
 
—

 Non-controlling partner's impact of conversion of restricted units
—

 
—

 
—

 
(2.5
)
 
(2.5
)
 
—

 Change in equity due to issuance of units by the
    partnership
8.5

 
—

 
—

 
(13.7
)
 
(5.2
)
 
—

 Non-controlling interest distributions
—

 
—

 
—

 
(266.8
)
 
(266.8
)
 
—

 Non-controlling interest contribution
—

 
—

 
—

 
12.2

 
12.2

 
—

 Distributions to members
(120.6
)
 
—

 
—

 
—

 
(120.6
)
 
—

 Adjustment related to mandatory redemption of E2 non-controlling interest
—

 
—

 
—

 
(5.4
)
 
(5.4
)
 
—

 Redeemable non-controlling interest
—

 
—

 
—

 
(6.9
)
 
(6.9
)
 
6.9

 Contribution from Devon to the Company
7.1

 
—

 
—

 
—

 
7.1

 
—

 Contribution from Devon to the Partnership
—

 
—

 
26.6

 
2.2

 
28.8

 
—

 Distribution to Devon in connection with acquisition
    of net assets
—

 
—

 
(131.0
)
 
(40.0
)
 
(171.0
)
 
—

 Net income (loss)
(162.6
)
 
—

 
0.7

 
(526.1
)
 
(688.0
)
 
—

Balance, September 30, 2015
$
2,518.6

 
164.2

 
$
—

 
$
3,736.8

 
$
6,255.4

 
$
6.9



See accompanying notes to condensed consolidated financial statements.
5

ENLINK MIDSTREAM, LLC
 Consolidated Statements of Cash Flows
 
Nine Months Ended September 30,
 
2015
 
2014
 
(Unaudited)
(In millions)
Cash flows from operating activities:
 

 
 

Net income (loss) from continuing operations
$
(688.0
)
 
$
174.1

Adjustments to reconcile net income to net cash provided by operating activities:
 

 
 

Impairments
799.2

 
—

Depreciation and amortization
289.1

 
198.6

Accretion expense
0.4

 
0.4

Loss on disposition of assets
3.2

 
—

Gain on extinguishment of debt
—

 
(3.2
)
Deferred tax expense
18.2

 
53.7

Non-cash unit-based compensation
28.9

 
12.8

(Gain) loss on derivatives recognized in net income
(6.6
)
 
1.9

Cash settlements on derivatives
13.0

 
(1.7
)
Amortization of debt issue costs
2.4

 
0.8

Amortization of premium on notes
(2.2
)
 
(1.7
)
Redeemable non-controlling interest expense
(2.0
)
 
—

Distribution of earnings from equity investment
17.1

 
6.3

Equity in income from equity investments
(16.1
)
 
(14.3
)
Changes in assets and liabilities:
 
 
 
Accounts receivable, accrued revenue and other
124.1

 
26.2

Natural gas and NGLs inventory, prepaid expenses and other
(28.6
)
 
(27.0
)
Accounts payable, accrued gas and crude oil purchases and other accrued liabilities
(60.5
)
 
(66.9
)
Net cash provided by operating activities
491.6

 
360.0

Cash flows from investing activities, net of assets acquired and liabilities assumed:
 

 
 

Additions to property and equipment
(450.3
)
 
(540.1
)
Acquisition of business, net of cash acquired
(330.6
)
 
(126.9
)
Deposit for acquisition
—

 
(23.5
)
Proceeds from sale of property
0.4

 
—

Investment in limited liability company
(8.1
)
 
(5.7
)
Distribution from equity investment company in excess of earnings
14.3

 
7.6

Net cash used in investing activities
(774.3
)
 
(688.6
)
Cash flows from financing activities:
 

 
 

Proceeds from borrowings
2,604.4

 
2,170.3

Payments on borrowings
(1,773.2
)
 
(1,765.2
)
Payments on capital lease obligations
(2.5
)
 
(1.8
)
Decrease in drafts payable
(12.6
)
 
(2.6
)
Debt financing costs
(9.5
)
 
(7.5
)
Conversion of restricted units, net of units withheld for taxes
(2.8
)
 
(1.0
)
Conversion of Partnership's restricted units, net of units withheld for taxes
(2.5
)
 
(0.5
)
Proceeds from issuance of Partnership's common units
12.9

 
71.9

Proceeds from exercise of Partnership unit options
—

 
0.4

Distribution to non-controlling partners
(266.8
)
 
(124.2
)
Distribution to Members
(120.6
)
 
(51.0
)
Contribution from Devon
28.8

 
105.3

Distribution to Devon for net assets acquired (Note 3)
(171.0
)
 
—

Contributions by non-controlling interest
12.2

 
1.2

  Distributions to Predecessor
—

 
(27.2
)
Net cash provided by financing activities
296.8

 
368.1

Cash flow from discontinued operations:
 
 
 
    Net cash provided by operating activities
—

 
5.0

    Net cash used in investing activities
—

 
(0.6
)
    Net cash used in financing activities – net distributions to
       Devon and non-controlling interests
—

 
(4.4
)
Net cash provided by discontinued operations
—

 
—

Net increase in cash and cash equivalents
14.1


39.5

Cash and cash equivalents, beginning of period
68.4

 
—

Cash and cash equivalents, end of period
$
82.5

 
$
39.5

Cash paid for interest
$
46.0

 
$
19.9

Cash paid for income taxes
$
13.7

 
$
7.4

 

See accompanying notes to condensed consolidated financial statements.
6

ENLINK MIDSTREAM, LLC
 
Notes to Condensed Consolidated Financial Statements
 
September 30, 2015
(Unaudited)
 
(1) General

In this report, the terms “Company” or “Registrant” as well as the terms “ENLC,” “our,” “we,” and “us,” or like terms, are sometimes used as references to EnLink Midstream, LLC and its consolidated subsidiaries. References in this report to “EnLink Midstream Partners, LP,” the “Partnership,” “ENLK” or like terms refer to EnLink Midstream Partners, LP itself or EnLink Midstream Partners, LP together with its consolidated subsidiaries, including EnLink Midstream Operating, LP and Midstream Holdings, together with their consolidated subsidiaries. “Midstream Holdings” is sometimes used to refer to EnLink Midstream Holdings, LP itself or to EnLink Midstream Holdings, LP together with EnLink Midstream Holdings GP, LLC and their subsidiaries.

(a)Organization of Business

EnLink Midstream, LLC is a Delaware limited liability company formed in October 2013. Effective as of March 7, 2014, EnLink Midstream, Inc. (“EMI”) merged with and into a wholly-owned subsidiary of the Company and Acacia Natural Gas Corp I, Inc. ("Acacia”), formerly a wholly-owned subsidiary of Devon Energy Corporation (“Devon”), merged with and into a wholly-owned subsidiary of the Company (collectively, the “mergers”). Pursuant to the mergers, each of EMI and Acacia became wholly-owned subsidiaries of the Company and the Company became publicly held. EMI owns common units representing an approximate 5.3% limited partner interest in the Partnership as of September 30, 2015 and also owns EnLink Midstream Partners GP, LLC (the “General Partner”). At the conclusion of the mergers, Acacia directly owned a 50% limited partner interest in Midstream Holdings, which was formerly a wholly-owned subsidiary of Devon. Upon closing of the business combination (as defined below), ENLC issued 115,495,669 common units to a wholly-owned subsidiary of Devon, which represents approximately 70% of the outstanding limited liability company interests in ENLC. Concurrently with the consummation of the mergers, a wholly-owned subsidiary of the Partnership acquired the remaining 50% of the outstanding limited partner interest in Midstream Holdings and all of the outstanding equity interests in EnLink Midstream Holdings GP, LLC, the general partner of Midstream Holdings (together with the mergers, the “business combination”). The Company’s common units are traded on the New York Stock Exchange under the symbol “ENLC.”

On February 17, 2015, Acacia contributed a 25% interest in Midstream Holdings (the "February Transferred Interests") to the Partnership in a drop down transaction (the "February EMH Drop Down") in exchange for 31,618,311 Class D Common Units in the Partnership, representing an approximate 9.6% limited partner interest in the Partnership as of September 30, 2015. On May 27, 2015, Acacia contributed the remaining 25% limited partner interest in Midstream Holdings (the "May Transferred Interests") to the Partnership in a drop down transaction (the "May EMH Drop Down" and together with the February EMH Drop Down, the "EMH Drop Downs") in exchange for 36,629,888 Class E Common Units in the Partnership, representing an approximate 11.2% limited partner interest in the Partnership as of September 30, 2015. After giving effect to the EMH Drop Downs, the Partnership owns 100% of Midstream Holdings. In addition, on April 1, 2015 the Partnership acquired the Victoria Express Pipeline and related truck terminal and storage assets from Devon (the "VEX Interests"). See Note 3 - Acquisitions for further discussion.

Our assets consist of equity interests in the Partnership. The Partnership is a publicly traded limited partnership engaged in the gathering, transmission, processing and marketing of natural gas and natural gas liquids, or NGLs, condensate and crude oil, as well as providing crude oil, condensate and brine services to producers. As of September 30, 2015, our interests in the Partnership consist of the following:

•85,679,351 common units representing an aggregate 26.1% limited partner interest in the Partnership; and
•
100.0% ownership interest in EnLink Midstream Partners GP, LLC, the general partner of the Partnership, which owns a 0.5% general partner interest and all of the incentive distribution rights in the Partnership.


7

ENLINK MIDSTREAM, LLC
 
Notes to Condensed Consolidated Financial Statements-(Continued)
(Unaudited)


On October 29, 2015, EMI acquired 2,849,100 common units in the Partnership for aggregate consideration of approximately $50.0 million in a private placement transaction. As a result of this acquisition, our interest in the Partnership as of October 29, 2015 includes 88,528,451 common units representing a 26.7% limited partner interest.
(b) Nature of Business

The Partnership primarily focuses on providing midstream energy services, including gathering, processing, transmission, fractionation, condensate stabilization, and brine services to producers of natural gas, natural gas liquids ("NGLs"), crude oil and condensate. The Partnership's gas gathering systems consist of networks of pipelines that collect natural gas from points near producing wells and transport it to larger pipelines for further transmission. The Partnership's transmission pipelines primarily receive natural gas from its gathering systems and from third party gathering and transmission systems and deliver natural gas to industrial end-users, utilities and other pipelines. The Partnership also has transmission lines that transport NGLs from east Texas and its south Louisiana processing plants to its fractionators in south Louisiana. The Partnership operates processing plants that process gas transported to the plants by major interstate pipelines or from its own gathering systems under a variety of arrangements. The Partnership's processing plants remove NGLs and CO2 from a natural gas stream and its fractionators separate the NGLs into separate NGL products, including ethane, propane, iso-butane, normal butane and natural gasoline. The Partnership also provides a variety of crude oil and condensate services, which include crude oil and condensate gathering and transmission via pipelines, barges, rail and trucking facilities as well as brine disposal services.
(2) Significant Accounting Policies

(a) Basis of Presentation

The accompanying condensed consolidated financial statements are prepared in accordance with the instructions to Form 10-Q, are unaudited and do not include all the information and disclosures required by generally accepted accounting principles in the United States of America ("GAAP") for complete financial statements. All adjustments that, in the opinion of management, are necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim periods are not necessarily indicative of results of operations for a full year. All significant intercompany balances and transactions have been eliminated in consolidation.

Further, the unaudited condensed consolidated financial statements give effect to the business combination and related transactions discussed in Note 1(a) above under the acquisition method of accounting and are treated as a reverse acquisition. Under the acquisition method of accounting, Midstream Holdings was the accounting acquirer in the transactions because its parent company, Devon, obtained control of ENLC after the business combination. All financial results prior to March 7, 2014 reflect the historical operations of Midstream Holdings and are reflected as Predecessor income in the statement of operations. Additionally, EMI’s assets acquired and liabilities assumed by the Company, as well as the Company's non-controlling interests in the Partnership, were recorded at their fair values measured as of the acquisition date, March 7, 2014. The excess of the purchase price over the estimated fair values of EMI’s net assets acquired was recorded as goodwill. Financial results on and subsequent to March 7, 2014 reflect the combined operations of Midstream Holdings and EMI, which give effect to new contracts entered into with Devon and include the legacy Partnership assets. Certain assets were not contributed to Midstream Holdings from the Predecessor and the operations of such non-contributed assets have been presented as discontinued operations.

On April 1, 2015 the Partnership acquired assets from Devon through drop down transactions. Due to Devon's control of the Partnership through its ownership of the managing member of ENLC, the acquisition from Devon was considered a transfer of net assets between entities under common control. As such, the Company was required to recast its historical financial statements to include the activities of such assets from the date that these entities were under common control. The consolidated financial statements for periods prior to the Partnership’s acquisition of the assets from Devon have been prepared from Devon's historical cost-basis accounts for the acquired assets and may not necessarily be indicative of the actual results of operations that would have occurred if the Partnership had owned the acquired assets during the periods reported. Net income attributable to the assets acquired from Devon for periods prior to the Partnership’s acquisition is allocated to "Devon investment interest in net income" on the Company's Condensed Consolidated Statements of Operations.

(b) Revenue Recognition

8

ENLINK MIDSTREAM, LLC
 
Notes to Condensed Consolidated Financial Statements-(Continued)
(Unaudited)



The Partnership generates the majority of its revenues from midstream energy services, including gathering, processing, transmission, fractionation, condensate stabilization and brine services, through various contractual arrangements, which include fee based contract arrangements or arrangements where it purchases and resells commodities in connection with providing the related service and earns a net margin for its fee. While the transactions vary in form, the essential element of each transaction is the use of the Partnership's assets to transport a product or provide a processed product to an end-user at the tailgate of the plant, barge terminal or pipeline. The Partnership reflects revenue as Product sales and Midstream services revenue on the consolidated statements of operations as follows:

•
Product sales - Product sales represent the sale of natural gas, NGLs, crude oil and condensate where the product is purchased and resold in connection with providing its midstream services as outlined above.

•
Midstream services - Midstream services represents all other revenue generated as a result of performing the Partnership's midstream services outlined above.

The Partnership recognizes revenue for sales or services at the time the natural gas, NGLs, crude oil or condensate are delivered or at the time the service is performed at a fixed or determinable price. The Partnership generally accrues one month of sales and the related natural gas, NGL, condensate and crude oil purchases and reverses these accruals when the sales and purchases are actually invoiced and recorded in the subsequent month. Actual results could differ from the accrual estimates. Except for fixed-fee based arrangements, the Partnership acts as the principal in these purchase and sale transactions, bearing the risk and reward of ownership as evidenced by title transfer, scheduling the transportation of products and assuming credit risk. The Partnership accounts for taxes collected from customers attributable to revenue transactions and remitted to government authorities on a net basis (excluded from revenues).

(c) Redeemable Non-Controlling Interest

Non-controlling interests that contain an option for the non-controlling interest holder to require the Partnership to buy out such interests for cash are considered to be redeemable non-controlling interests because the redemption feature is not deemed to be a freestanding financial instrument and because the redemption is not solely within the control of the Partnership. Redeemable non-controlling interest is not considered to be a component of members' equity and is reported as temporary equity in the mezzanine section on the Condensed Consolidated Balance Sheets. The amount recorded as redeemable non-controlling interest at each balance sheet date is the greater of the redemption value and the carrying value of the redeemable non-controlling interest (the initial carrying value increased or decreased for the non-controlling interest holder's share of net income or loss and distributions).

(d) Recent Accounting Pronouncements

In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments ("ASU 2015-16") which eliminates the requirement for an acquirer to retrospectively adjust the financial statements for measurement-period adjustments that occur in periods after a business combination is consummated. ASU 2015-16 is effective for public business entities for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. For all other entities, ASU 2015-16 is effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. Early adoption is permitted. The update is effective for us beginning on January 1, 2016.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 will replace existing revenue recognition requirements in GAAP and will require entities to recognize revenue at an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer. The new standard will also require significantly expanded disclosures regarding the qualitative and quantitative information of the Company's nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period and is to be applied retrospectively, with early application permitted for annual reporting periods beginning after December 15, 2016. We are currently evaluating the impact the standard will have on our condensed consolidated financial statements and related disclosures.

9

ENLINK MIDSTREAM, LLC
 
Notes to Condensed Consolidated Financial Statements-(Continued)
(Unaudited)


In April 2015, the FASB issued ASU 2015-03, Interest – Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs (Topic 835). The update requires debt issuance costs related to a recognized debt liability be presented on the balance sheet as a direct deduction from the carrying amount of that debt liability. The standard requires retrospective application and is effective for us beginning on January 1, 2016.
In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. The update provides additional guidance to reporting entities in evaluating whether certain legal entities, such as limited partnerships, limited liability corporations and securitization structures, should be consolidated. The update is considered to be an improvement on current accounting requirements as it reduces the number of existing consolidation models. The update is effective for us beginning on January 1, 2016, and we are currently evaluating the impact this standard will have on our consolidated financial statements and related disclosures.
Subject to these evaluations, we have reviewed all recently issued accounting pronouncements that became effective during the nine months ended September 30, 2015, and have determined that none would have a material impact on our Condensed Consolidated Financial Statements.

(3) Acquisitions

Chevron Acquisition

Effective November 1, 2014, the Partnership acquired, from affiliates of Chevron Corporation, Gulf Coast natural gas pipeline assets predominantly located in southern Louisiana, together with 100% of the equity interests (all of which were voting) in certain entities, for approximately $231.5 million in cash. The natural gas assets include natural gas pipelines spanning from Beaumont, Texas to the Mississippi River corridor and working natural gas storage capacity in southern Louisiana. The transaction was accounted for using the acquisition method, which requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date.

The following table presents the fair value of the identified assets received and liabilities assumed at the acquisition date.

Purchase Price Allocation (in millions):
 
 
Assets acquired:
 
 
Property, plant and equipment
 
$
225.3

Intangibles
 
13.0

Liabilities assumed:
 
 
Current liabilities
 
(6.8
)
Total identifiable net assets
 
$
231.5


The Partnership recognized intangible assets related to customer relationships. The acquired intangible assets will be amortized on a straight-line basis over the estimated customer contract life of approximately 20 years.

The Partnership incurred $0.6 million of direct transaction costs for the nine months ended September 30, 2015. These costs are included in general and administrative costs in the accompanying Condensed Consolidated Statements of Operations.

For the period from January 1, 2015 to September 30, 2015, the Partnership recognized $24.2 million of revenues and $2.2 million of net income related to the assets acquired.

LPC Acquisition

On January 31, 2015, the Partnership acquired 100% of the equity interests (all of which were voting) of LPC Crude Oil Marketing LLC (“LPC”), which has crude oil gathering, transportation and marketing operations in the Permian Basin, for approximately $108.1 million ($87.0 million, net of cash acquired). The transaction was accounted for using the acquisition method.


10

ENLINK MIDSTREAM, LLC
 
Notes to Condensed Consolidated Financial Statements-(Continued)
(Unaudited)


The following table presents the fair value of the identified assets received and liabilities assumed at the acquisition date.

Purchase Price Allocation (in millions):
 
 
Assets acquired:
 
 
Current assets (including $21.1 million in cash)
 
$
107.4

Property, plant and equipment
 
29.8

Intangibles
 
43.2

Goodwill
 
29.6

Liabilities assumed:
 
 
Current liabilities
 
(97.9
)
Deferred tax liability
 
(4.0
)
Total identifiable net assets
 
$
108.1


The Partnership recognized intangible assets related to customer relationships and trade name. The acquired intangible assets related to customer relationships will be amortized on a straight-line basis over the estimated customer contract life of approximately 10 years.

The purchase price allocation has been prepared on a preliminary basis pending receipt of a final valuation report and is subject to change. Goodwill recognized from the acquisition primarily relates to the value created from additional growth opportunities and greater operating leverage in the Permian Basin. All such goodwill is allocated to our Crude and Condensate segment and is non-deductible for tax purposes.

The Partnership incurred $0.2 million of direct transaction costs for the nine months ended September 30, 2015. These costs are included in general and administrative costs in the accompanying Condensed Consolidated Statements of Operations.

For the period from January 31, 2015 to September 30, 2015, the Partnership recognized $853.3 million of revenues and $1.2 million of net income related to the assets acquired.

Coronado Acquisition

On March 16, 2015, the Partnership acquired 100% of the equity interests (all of which were voting) in Coronado Midstream Holdings LLC (“Coronado”), which owns natural gas gathering and processing facilities in the Permian Basin, for approximately $600.2 million. The purchase price consisted of $240.2 million in cash ($238.8 million, net of cash acquired), 6,704,285 common units and 6,704,285 Class C Common Units, both in the Partnership.

The following table presents the fair value of the identified assets received and liabilities assumed at the acquisition date. The purchase price allocation has been prepared on a preliminary basis pending receipt of a final valuation report and is subject to change.

Purchase Price Allocation (in millions):
 
 
Assets acquired:
 
 
Current assets (including $1.4 million in cash)
 
$
20.8

Property, plant and equipment
 
302.1

Intangibles
 
281.0

Goodwill
 
18.6

Liabilities assumed:
 
 
Current liabilities
 
(22.3
)
Total identifiable net assets
 
$
600.2


11

ENLINK MIDSTREAM, LLC
 
Notes to Condensed Consolidated Financial Statements-(Continued)
(Unaudited)



The Partnership recognized intangible assets related to customer relationships. The acquired intangible assets will be amortized on a straight-line basis over the estimated customer contract life of approximately 10 years. Goodwill recognized from the acquisition primarily relates to the value created from additional growth opportunities and greater operating leverage in the Permian Basin. All such goodwill is allocated to our Texas segment and is non-deductible for tax purposes.

The Partnership incurred $3.1 million of direct transaction costs for the nine months ended September 30, 2015. These costs are included in general and administrative costs in the accompanying Condensed Consolidated Statements of Operations.

For the period from March 17, 2015 to September 30, 2015, the Partnership recognized $126.0 million of revenues and $7.7 million of net loss related to the assets acquired.
VEX Pipeline Drop Down
On April 1, 2015, the Partnership acquired the Victoria Express Pipeline and related truck terminal and storage assets located in the Eagle Ford Shale in south Texas, together with 100% of the equity interests (all of which were voting) in certain entities, from Devon in a drop down transaction (the "VEX Drop Down"). The aggregate consideration paid by the Partnership consisted of $171.0 million in cash, 338,159 common units representing limited partner interests in the Partnership with an aggregate value of approximately $9.0 million and the Partnership’s assumption of up to $40.0 million in certain construction costs related to VEX. The VEX pipeline is a multi-grade crude oil pipeline located in the Eagle Ford Shale. Other VEX assets at the destination of the pipeline include a truck unloading terminal, above-ground storage and rights to barge loading docks. The acquisition has been accounted for as an acquisition under common control under ASC 805, resulting in the retrospective adjustment of our prior results. As such, the VEX Interests were recorded on the Partnership's books at historical cost on the date of transfer of $131.0 million. The difference between the historical cost of the net assets and consideration given was $40.0 million and is recognized as a distribution to Devon. The period of common control for VEX began on February 28, 2014, the effective date of the acquisition of the VEX Interests by Devon.
The following tables present the impact of the VEX Drop Down as presented in the Company's historical Condensed Consolidated Statements of Operations for the nine months ended September 30, 2015 and three and nine months ended September 30, 2014:
 
 
Nine Months Ended September 30, 2015
 
 
Company Historical
 
VEX
 
Combined
 
 
(in millions)
Revenues
 
$
3,381.4

 
$
4.2

 
$
3,385.6

Net income (loss)
 
$
(688.7
)
 
$
0.7

 
$
(688.0
)
Net loss attributable to non-controlling interest
 
$
(526.1
)
 
$
—

 
$
(526.1
)
Net income (loss) attributable to EnLink Midstream, LLC
 
$
(162.6
)
 
$
0.7

 
$
(161.9
)
EnLink Midstream, LLC interest in net loss
 
$
(162.6
)
 
$
—

 
$
(162.6
)
 
 
Three Months Ended September 30, 2014
 
 
Company Historical
 
VEX
 
Combined
 
 
(in millions)
Revenues
 
$
855.0

 
$
2.4

 
$
857.4

Net income (loss)
 
$
66.5

 
$
(2.3
)
 
$
64.2

Net income attributable to non-controlling interest
 
$
37.7

 
$
—

 
$
37.7

Net income (loss) attributable to EnLink Midstream, LLC
 
$
28.8

 
$
(2.3
)
 
$
26.5

EnLink Midstream, LLC interest in net income
 
$
28.8

 
$
—

 
$
28.8



12

ENLINK MIDSTREAM, LLC
 
Notes to Condensed Consolidated Financial Statements-(Continued)
(Unaudited)


 
 
Nine Months Ended September 30, 2014
 
 
Company Historical
 
VEX
 
Combined
 
 
(in millions)
Revenues
 
$
2,505.3

 
$
2.4

 
$
2,507.7

Net income (loss)
 
$
180.4

 
$
(5.3
)
 
$
175.1

Net income attributable to non-controlling interest
 
$
80.5

 
$
—

 
$
80.5

Net income attributable to EnLink Midstream, LLC
 
$
99.9

 
$
(5.3
)
 
$
94.6

EnLink Midstream, LLC interest in net income (1)
 
$
64.4

 
$
—

 
$
64.4

(1)
Represents net income for the period from February 28, 2014 through September 30, 2014.

Devon Merger

On March 7, 2014, EMI merged with and into a wholly-owned subsidiary of the Company, and Acacia, formerly a wholly-owned subsidiary of Devon, merged with and into another wholly-owned subsidiary of the Company (collectively, the “mergers”). Upon consummation of the mergers, EMI and Acacia became wholly-owned subsidiaries of the Company and the Company became publicly held. As of September 30, 2015, the Company, through its ownership of EMI, owned approximately 5.3% of the outstanding limited partner interests in the Partnership and owned 100% of the General Partner. The Company, through its ownership of Acacia, indirectly owns a 50% limited partner interest in Midstream Holdings. Midstream Holdings owns midstream assets previously held by Devon in the Barnett Shale in North Texas, the Cana-Woodford Shale and Arkoma-Woodford Shale in Oklahoma and a contractual right to the burdens and benefits associated with Devon’s 38.75% interest in Gulf Coast Fractionators (“GCF”) in Mt. Belvieu, Texas.

Also effective as of March 7, 2014, a wholly-owned subsidiary of the Partnership acquired the remaining 50% limited partner interest in Midstream Holdings and all of the outstanding equity interests in EnLink Midstream Holdings GP, LLC, the general partner of Midstream Holdings (together with the mergers, the “business combination”).

Under the acquisition method of accounting, Midstream Holdings was the acquirer in the business combination because its parent company, Devon, obtained control of ENLC. Consequently, Midstream Holdings’ assets and liabilities retained their carrying values. Additionally, EMI’s assets acquired and liabilities assumed by ENLC, as well as ENLC’s non-controlling interest in the Partnership, are recorded at their fair values measured as of the acquisition date. The excess of the purchase price over the estimated fair values of EMI’s net assets acquired is recorded as goodwill.

Since equity consideration was issued for this business combination, the purchase of these assets and liabilities has been excluded from our statement of cash flows, except for transaction related costs totaling $51.4 million assumed by ENLC at closing and subsequently paid by ENLC.

For the period from March 7, 2014 to September 30, 2014, the Company recognized $1,669.0 million of revenues and $45.7 million of net loss related to the assets acquired in the business combination.

Pro Forma Information

The following unaudited pro forma condensed financial information for the nine months ended September 30, 2015 and the three and nine months ended September 30, 2014 gives effect to the business combination, Chevron acquisition, Coronado acquisition, LPC acquisition, and VEX Drop Down as if they had occurred on January 1, 2014. The unaudited pro forma condensed financial information has been included for comparative purposes only and is not necessarily indicative of the results that might have occurred had the transactions taken place on the dates indicated and is not intended to be a projection of future results. Pro forma financial information associated with the business combination and acquisitions is reflected below.

13

ENLINK MIDSTREAM, LLC
 
Notes to Condensed Consolidated Financial Statements-(Continued)
(Unaudited)


 
 
Three Months Ended
September 30,
 
Nine Months Ended 
 September 30,
 
 
2014
 
2015
 
2014
 
(in millions)
Pro forma total revenues (1)
 
$
1,396.4

 
$
3,507.8

 
$
4,233.4

Pro forma net income (loss)
 
$
52.9

 
$
(693.2
)
 
$
126.9

Pro forma net income (loss) attributable to EnLink Midstream, LLC
 
$
26.0

 
$
(163.7
)
 
$
68.6

Pro forma net income (loss) per common unit:
 
 
 


 
 
Basic
 
$
0.17

 
$
(1.00
)
 
$
0.45

Diluted
 
$
0.17

 
$
(1.00
)
 
$
0.45

(1)
On January 1, 2014, Midstream Holdings entered into gathering and processing agreements with Devon, which are described in Note 5.

(4) Goodwill and Intangible Assets

Goodwill

Goodwill is the cost of an acquisition less the fair value of the net identifiable assets of the acquired business. The Partnership evaluates goodwill for impairment annually as of October 31st, and whenever events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The Partnership first assesses qualitative factors to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as the basis for determining whether it is necessary to perform the two-step goodwill impairment test. The Partnership may elect to perform the two-step goodwill impairment test without completing a qualitative assessment. If a two-step goodwill impairment test is elected or required, the first step involves comparing the fair value of the reporting unit to its carrying amount. If the carrying amount of a reporting unit exceeds its fair value, the second step of the process involves comparing the implied fair value of goodwill to the carrying value of the goodwill for that reporting unit. If the carrying value of the goodwill of a reporting unit exceeds the implied fair value of that goodwill, the excess of the carrying value over the implied fair value is recognized as an impairment loss. During September 2015, the Partnership determined that sustained weakness in the overall energy sector driven by low commodity prices together with a decline in its unit price caused a change in circumstances warranting an interim impairment test. Based on these triggering events, the Partnership performed a goodwill impairment analysis on all reporting units.

The Partnership performs its goodwill assessment at the reporting unit level. The Partnership uses a discounted cash flow analysis to perform the assessment. Key assumptions in the analysis include the use of an appropriate discount rate, terminal year multiples and estimated future cash flows, including volume forecasts and estimated operating and general and administrative costs. In estimating cash flows, the Partnership incorporates current and historical market information, among other factors.

Using the fair value approaches described above, in step one of the goodwill impairment test, the Partnership determined that the estimated fair value of its Louisiana reporting unit was less than its carrying amount, primarily related to commodity prices and discount rates. The second step of the goodwill impairment test measures the amount of impairment loss and involves allocating the estimated fair value of the reporting unit among all of the assets and liabilities of the reporting unit as if the reporting unit had been acquired in a business combination. Through the analysis, a goodwill impairment loss for the Partnership's Louisiana reporting unit in the amount of $576.1 million was recognized for the three months ended September 30, 2015, which is included in impairment expense in the Condensed Consolidated Statements of Operations.

The Partnership concluded that the fair value of goodwill of its remaining reporting units exceeded their carrying value, and the entire amount of goodwill disclosed on the Condensed Consolidated Balance Sheet associated with these remaining reporting units is recoverable. Therefore, no other goodwill impairment was identified or recorded for the remaining reporting units as a result of the Partnership's interim goodwill assessment.

The Partnership's impairment determinations involved significant assumptions and judgments, as discussed above. Differing assumptions regarding any of these inputs could have a significant effect on the various valuations. If actual results are not consistent with the Partnership's assumptions and estimates, or its assumptions and estimates change due to new

14

ENLINK MIDSTREAM, LLC
 
Notes to Condensed Consolidated Financial Statements-(Continued)
(Unaudited)


information, it may be exposed to additional goodwill impairment charges, which would be recognized in the period in which the carrying value exceeds fair value. A continuing prolonged period of lower commodity prices may adversely affect the Partnership's estimate of future operating results, which could result in future goodwill impairment charges for other reporting units due to the potential impact on the cash flows of its operations.


The table below provides a summary of the Partnership’s change in carrying amount of goodwill, by assigned reporting unit.
 
Texas
 
Louisiana
 
Oklahoma
 
Crude and Condensate
 
Corporate
 
Totals
 
(in millions)
Nine Months Ended September 30, 2015
 
 
 
 
 
 
 
 
 
 
 
Balance, beginning of period
$
1,168.2

 
$
786.8

 
$
190.3

 
$
112.5

 
$
1,426.9

 
$
3,684.7

Acquisitions (1)
18.6

 
—

 
—

 
29.6

 
—

 
48.2

Impairment
—

 
(576.1
)
 
—

 
—

 
—

 
(576.1
)
Balance, end of period
$
1,186.8

 
$
210.7

 
$
190.3

 
$
142.1

 
$
1,426.9

 
$
3,156.8

(1)See Note 3-Acquisitions for further discussion.

Intangible Assets

Intangible assets associated with customer relationships are amortized on a straight-line basis over the expected period of benefits of the customer relationships, which range from ten to twenty years.

In the third quarter of 2015, the Partnership reviewed its various assets groups for impairment due to the triggering events described in the goodwill impairment analysis above. The undiscounted cash flows related to one of the Partnership's assets groups in the Crude and Condensate segment were not in excess of its related carrying value. The Partnership estimated the fair value of this reporting unit and determined the fair of the intangible assets was not in excess of their carrying value. This resulted in a $223.1 million impairment of intangible assets in the Partnership's Crude and Condensate segment. The non-cash impairment charge is included in the impairment expense line item of the Condensed Consolidated Statement of Operations. The Partnership utilized Level 3 fair value measurements in its impairment analysis of this definite-lived intangible asset, which included discounted cash flow assumptions by management consistent with those utilized in its goodwill impairment analysis.

The following table represents the Partnership's change in carrying value of intangible assets for the periods stated (in millions):
 
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
Nine Months Ended September 30, 2015
 
 
 
 
 
 
Customer relationships, beginning of period
 
$
569.5

 
$
(36.5
)
 
$
533.0

Acquisitions
 
337.2

 
—

 
337.2

Amortization expense
 
—

 
(44.3
)
 
(44.3
)
Impairment
 
(261.0
)
 
37.9

 
(223.1
)
Customer relationships, end of period
 
$
645.7

 
$
(42.9
)
 
$
602.8


The weighted average amortization period for intangible assets is 11.4 years. Amortization expense for intangibles was approximately $14.6 million and $10.2 million for the three months ended September 30, 2015 and 2014, respectively, and $44.3 million and $23.2 million for the nine months ended September 30, 2015 and 2014, respectively.


15

ENLINK MIDSTREAM, LLC
 
Notes to Condensed Consolidated Financial Statements-(Continued)
(Unaudited)


The following table summarizes the Partnership's estimated aggregate amortization expense for the next five years (in millions):
2015 (remaining)
$
10.3

2016
41.2

2017
41.2

2018
41.2

2019
41.2

Thereafter
427.7

Total
$
602.8


(5) Affiliate Transactions

The Partnership engages in various transactions with Devon and other affiliated entities. For the three and nine months ended September 30, 2015 and 2014, Devon was a significant customer to the Partnership. Devon accounted for 16.3% and 15.9% of the Partnership's revenues for the three and nine months ended September 30, 2015, respectively, and 24.3% and 34.9% for the three and nine months ended September 30, 2014, respectively. The Partnership had an accounts receivable balance related to transactions with Devon of $119.3 million as of September 30, 2015 and $121.6 million as of December 31, 2014. Additionally, the Partnership had an accounts payable balance related to transactions with Devon of $24.2 million as of September 30, 2015 and $3.0 million as of December 31, 2014. Management believes these transactions are executed on terms that are fair and reasonable and are consistent with terms for transactions with nonaffiliated third parties. The amounts related to affiliate transactions are specified in the accompanying financial statements.

Gathering, Processing and Transportation Agreements with Devon

As described in Note 1, Midstream Holdings was previously a wholly-owned subsidiary of Devon, and all of its assets were contributed to it by Devon.  On January 1, 2014, in connection with the consummation of the business combination, EnLink Midstream Services, LLC, a wholly-owned subsidiary of Midstream Holdings ("EnLink Midstream Services"), entered into 10-year gathering and processing agreements with Devon pursuant to which EnLink Midstream Services provides gathering, treating, compression, dehydration, stabilization, processing and fractionation services, as applicable, for natural gas delivered by Devon Gas Services, L.P., a subsidiary of Devon ("Gas Services"), to Midstream Holdings’ gathering and processing systems in the Barnett, Cana-Woodford and Arkoma-Woodford Shales. On January 1, 2014, SWG Pipeline, L.L.C. (“SWG Pipeline”), another wholly-owned subsidiary of Midstream Holdings, entered into a 10-year gathering agreement with Devon pursuant to which SWG Pipeline provides gathering, treating, compression, dehydration and redelivery services, as applicable, for natural gas delivered by Gas Services to another of the Partnership's gathering systems in the Barnett Shale.

These agreements provide Midstream Holdings with dedication of all of the natural gas owned or controlled by Devon and produced from or attributable to existing and future wells located on certain oil, natural gas and mineral leases covering land within the acreage dedications, excluding properties previously dedicated to other natural gas gathering systems not owned and operated by Devon. Pursuant to the gathering and processing agreements entered into on January 1, 2014, Devon has committed to deliver specified average minimum daily volumes of natural gas to Midstream Holdings’ gathering systems in the Barnett, Cana-Woodford and Arkoma-Woodford Shales during each calendar quarter for a five-year period following execution. Devon is entitled to firm service, meaning that if capacity on a system is curtailed or reduced, or capacity is otherwise insufficient, Midstream Holdings will take delivery of as much Devon natural gas as is permitted in accordance with applicable law.

The gathering and processing agreements are fee-based, and Midstream Holdings is paid a specified fee per MMBtu for natural gas gathered on Midstream Holdings’ gathering systems and a specified fee per MMBtu for natural gas processed. The particular fees, all of which are subject to an automatic annual inflation escalator at the beginning of each year, differ from one system to another and do not contain a fee redetermination clause.

In connection with the closing of the business combination, Midstream Holdings entered into an agreement with a wholly-owned subsidiary of Devon pursuant to which Midstream Holdings provides transportation services to Devon on its Acacia pipeline.

16

ENLINK MIDSTREAM, LLC
 
Notes to Condensed Consolidated Financial Statements-(Continued)
(Unaudited)



Effective December 1, 2014, Gas Services assigned one of its 10-year gathering and processing agreements to Linn Exchange Properties, LLC (“Linn Energy”), which is a subsidiary of Linn Energy, LLC, in connection with Gas Services' divestiture of certain of its southeastern Oklahoma assets. Accordingly, beginning on December 1, 2014, Linn Energy began performing Gas Services' obligations under the applicable agreement, which relates to production dedicated to our Northridge assets in southeastern Oklahoma and remains in full force and effect.

Other Commercial Relationships with Devon

As noted above, the Partnership continues to maintain a customer relationship with Devon originally established prior to the business combination pursuant to which the Partnership provides gathering, transportation, processing and gas lift services to Devon in exchange for fee-based compensation under several agreements with Devon.  The terms of these agreements vary, but the agreements expire between October 2015 and July 2021, renewing automatically for month-to-month or year-to-year periods unless canceled by Devon prior to expiration.  In addition, the Partnership has agreements with Devon pursuant to which the Partnership purchases and sells NGLs, gas and crude oil and pays or receives, as applicable, a margin-based fee.  These NGL, gas and crude oil purchase and sale agreements have month-to-month terms.

VEX Transportation Agreement

In connection with the VEX acquisition, the Operating Partnership became party to a five year transportation services agreement with Devon pursuant to which the Operating Partnership provides transportation services to Devon on the VEX pipeline.

Transition Services Agreement

In connection with the consummation of the business combination, the Partnership entered into a transition services agreement with Devon pursuant to which Devon provides certain services to the Partnership with respect to the business and operations of Midstream Holdings and the Partnership provides certain services to Devon. General and administrative expenses related to the transition service agreement were $0.1 million and $0.2 million for the three and nine months ended September 30, 2015, respectively, and $1.0 million and $2.3 million for the three and nine months ended September 30, 2014, respectively. We received $0.2 million from Devon under the transition services agreement for the nine months ended September 30, 2015. Substantially all services under the transition services agreement were completed during 2014.

EMH Drop Down to Partnership

On February 17, 2015, Acacia contributed the February Transferred Interests to the Partnership in exchange for 31,618,311 Class D Common Units in the Partnership with an implied value of $925.0 million. The Class D Common Units were substantially similar in all respects to the Partnership’s common units, except that they only received a pro rata distribution for the fiscal quarter ended March 31, 2015. The Class D Common Units converted into common units on a one-for-one basis on May 4, 2015.

On May 27, 2015, Acacia contributed the May Transferred Interests to the Partnership in exchange for 36,629,888 Class E Common Units in the Partnership with an implied value of $900.0 million. The Class E Common Units were substantially similar in all respects to the Partnership’s common units, except that they only received a pro rata distribution for the fiscal quarter ended June 30, 2015. The Class E Common Units converted into common units on a one-for-one basis on August 3, 2015. After giving effect to the EMH Drop Downs, the Partnership owns 100% of Midstream Holdings.

E2 Drop Down to Partnership

On October 22, 2014, EMI contributed its equity interests in E2 Appalachian Compression, LLC and E2 Energy Services, LLC (together “E2”) to the Partnership in a drop down transaction (the "E2 Drop Down"). The total consideration for the transaction was approximately $194.0 million, including a cash payment of $163.0 million and the issuance of approximately 1.0 million Partnership units (valued at approximately $31.2 million based on the October 22, 2014 closing price of the Partnership's units).


17

ENLINK MIDSTREAM, LLC
 
Notes to Condensed Consolidated Financial Statements-(Continued)
(Unaudited)


Predecessor Affiliate Transactions

Prior to March 7, 2014, affiliate transactions relate to Predecessor transactions consisting of sales to and from affiliates, services provided by affiliates, cost allocations from affiliates and centralized cash management activities performed by affiliates.

The following presents financial information for the Predecessor's affiliate transactions and other transactions with Devon, all of which are settled through an adjustment to equity prior to March 7, 2014 (in millions):
 
Nine Months Ended September 30, 2014
Continuing Operations:
 
Revenues - affiliates
$
(436.4
)
Operating cost and expenses - affiliates
340.0

Net affiliate transactions
(96.4
)
Capital expenditures
16.2

Other third-party transactions, net
53.0

Net third-party transactions
69.2

Net cash distributions to Devon - continuing operations
(27.2
)
Non-cash distribution of net assets to Devon
(23.5
)
Total net distributions per equity
$
(50.7
)
 
 
Discontinued operations:
 
Revenues - affiliates
$
(10.4
)
Operating costs and expenses - affiliates
5.0

Net affiliate transactions
(5.4
)
Capital expenditures
0.6

Other third-party transactions, net
0.4

Net third-party transactions
1.0

Net cash distributions to Devon and non-controlling interests - discontinued operations
(4.4
)
Non-cash distribution of net assets to Devon
(39.9
)
Total net distributions per equity
$
(44.3
)
Total distributions- continuing and discontinued operations
$
(95.0
)

Share-based compensation costs included in the management services fee charged to Midstream Holdings by Devon were approximately $2.8 million for the nine months ended September 30, 2014. Pension, postretirement and employee savings plan costs included in the management services fee charged to the Partnership by Devon were approximately $1.6 million for the nine months ended September 30, 2014. These amounts are included in general and administrative expenses in the accompanying statements of operations.


18

ENLINK MIDSTREAM, LLC
 
Notes to Condensed Consolidated Financial Statements-(Continued)
(Unaudited)


(6) Long-Term Debt
 
As of September 30, 2015 and December 31, 2014, long-term debt consisted of the following (in millions):
 
September 30, 2015
 
December 31,
2014
Partnership credit facility (due 2020), interest based on Prime and/or LIBOR plus an applicable margin, interest rate at September 30, 2015 and December 31, 2014 was 1.5% and 1.9% respectively
$
175.0

 
$
237.0

Company credit facility (due 2019)
—

 
—

The Partnership's senior unsecured notes (due 2019), net of discount of $0.4 million at September 30, 2015 and $0.5 million at December 31, 2014, which bear interest at the rate of 2.70%
399.6

 
399.5

The Partnership's senior unsecured notes (due 2022), including a premium of $19.7 million at September 30, 2015 and $21.9 million at December 31, 2014, which bear interest at the rate of 7.125%
182.2

 
184.4

The Partnership's senior unsecured notes (due 2024), net of premium of $2.9 million at September 30, 2015 and $3.2 million at December 31, 2014, which bear interest at the rate of 4.40%
552.9

 
553.2

Partnership's Senior unsecured notes (due 2025), net of discount of $1.2 million at September 30, 2015, which bear interest at the rate of 4.15%
748.8

 
—

The Partnership's senior unsecured notes (due 2044), net of discount of $0.3 million at September 30, 2015 and December 31, 2014, which bear interest at the rate of 5.60%
349.7

 
349.7

The Partnership's senior unsecured notes (due 2045), net of discount of $6.9 million at September 30, 2015 and $1.7 million at December 31, 2014, which bear interest at the rate of 5.05%
443.1

 
298.3

Other debt
0.2

 
0.4

Debt classified as long-term
$
2,851.5

 
$
2,022.5


Company Credit Facility

On March 7, 2014, the Company entered into a $250.0 million revolving credit facility, which includes a $125.0 million letter of credit subfacility (the “credit facility”). Our obligations under the credit facility are guaranteed by two of our wholly-owned subsidiaries and secured by first priority liens on (i) 17,431,152 Partnership common units and the 100% membership interest in the General Partner indirectly held by us, (ii) the 100% equity interest in each of our wholly-owned subsidiaries held by us and (iii) any additional equity interests subsequently pledged as collateral under the credit facility.

The credit facility will mature on March 7, 2019. The credit facility contains certain financial, operational and legal covenants. The financial covenants are tested on a quarterly basis, based on the rolling four-quarter period that ends on the last day of each fiscal quarter, and include (i) maintaining a maximum consolidated leverage ratio (as defined in the credit facility, but generally computed as the ratio of consolidated funded indebtedness to consolidated earnings before interest, taxes, depreciation, amortization and certain other non-cash charges) of 4.00 to 1.00, provided that the maximum consolidated leverage ratio is 4.50 to 1.00 during an acquisition period (as defined in the credit facility) and (ii) maintaining a minimum consolidated interest coverage ratio (as defined in the credit facility, but generally computed as the ratio of consolidated earnings before interest, taxes, depreciation, amortization and certain other non-cash charges to consolidated interest charges) of 2.50 to 1.00 at all times unless an investment grade event (as defined in the credit facility) occurs.

Borrowings under the credit facility bear interest, at our option, at either the Eurodollar Rate (the LIBOR Rate) plus an applicable margin or the Base Rate (the highest of the Federal Funds Rate plus 0.50%, the 30-day Eurodollar Rate plus 1.0%, or the administrative agent’s prime rate) plus an applicable margin. The applicable margins vary depending on our leverage ratio. Upon breach by us of certain covenants governing the credit facility, amounts outstanding under the credit facility, if any, may become due and payable immediately and the liens securing the credit facility could be foreclosed upon. The Company expects to be in compliance with the covenants in the existing credit facility for at least the next twelve months.


19

ENLINK MIDSTREAM, LLC
 
Notes to Condensed Consolidated Financial Statements-(Continued)
(Unaudited)


As of September 30, 2015 there were no borrowings under the credit facility, leaving $250.0 million available for future borrowing based on the borrowing capacity of $250.0 million.

Partnership Credit Facility

On February 20, 2014, the Partnership entered into a $1.0 billion unsecured revolving credit facility, which includes a $500.0 million letter of credit subfacility (the “Partnership credit facility”). On February 5, 2015, the Partnership exercised the accordion under the Partnership credit facility, increasing the size of the facility to $1.5 billion and also exercised an option to extend the maturity date of the Partnership credit facility to March 6, 2020. The Partnership also entered into certain amendments to the Partnership credit facility pursuant to which the Partnership is permitted to, (1) subject to certain conditions and the receipt of additional commitments by one or more lenders, increase the aggregate commitments under the Partnership credit facility by an additional amount not to exceed $500 million and, (2) subject to certain conditions and the consent of the requisite lenders, on two separate occasions extend the maturity date of the Partnership credit facility by one year on each occasion. The Partnership credit facility contains certain financial, operational and legal covenants. Among other things, these covenants include maintaining a ratio of consolidated indebtedness to consolidated EBITDA (as defined in the Partnership credit facility, which definition includes projected EBITDA from certain capital expansion projects) of no more than 5.0 to 1.0. If the Partnership consummates one or more acquisitions in which the aggregate purchase price is $50.0 million or more, the maximum allowed ratio of consolidated indebtedness to consolidated EBITDA may be increased to 5.5 to 1.0 for the quarter of the acquisition and the three following quarters.

Borrowings under the Partnership credit facility bear interest at the Partnership’s option at the Eurodollar Rate (the LIBOR Rate) plus an applicable margin or the Base Rate (the highest of the Federal Funds Rate plus 0.50%, the 30-day Eurodollar Rate plus 1.0% or the administrative agent’s prime rate) plus an applicable margin. The applicable margins vary depending on the Partnership’s credit rating. Upon breach by the Partnership of certain covenants governing the Partnership credit facility, amounts outstanding under the Partnership credit facility, if any, may become due and payable immediately.

As of September 30, 2015, there were $2.8 million in outstanding letters of credit and $175.0 million in outstanding borrowings under the Partnership’s credit facility, leaving approximately $1.3 billion available for future borrowing based on the borrowing capacity of $1.5 billion.

All other material terms and conditions of the Partnership credit facility are described in Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Indebtedness” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. The Partnership expects to be in compliance with all credit facility covenants for at least the next twelve months.

On May 12, 2015, the Partnership issued $900.0 million aggregate principal amount of unsecured senior notes, consisting of $750.0 million aggregate principal amount of its 4.150% senior notes due 2025 (the “2025 Notes”) and $150.0 million aggregate principal amount of its 5.050% senior notes due 2045 (the “2045 Notes” and together with the 2025 Notes, the "Senior Notes") at prices to the public of 99.827% and 96.381%, respectively, of their face value. The 2025 Notes mature on June 1, 2025 and the 2045 Notes mature on April 1, 2045. Interest payments on the 2025 Notes are payable on June 1 and December 1 of each year, beginning December 1, 2015. Interest payments on the 2045 Notes are payable on April 1 and October 1 of each year, beginning October 1, 2015.

Prior to March 1, 2025, the 2025 Notes are redeemable, at the option of the Partnership, at any time in whole, or from time to time in part, at a redemption price equal to the greater of: (i) 100% of the principal amount of the 2025 Notes to be redeemed; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2025 Notes to be redeemed that would be due if the 2025 Notes matured on March 1, 2025 (exclusive of interest accrued to, but excluding, the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 30 basis points; plus, in either case, accrued and unpaid interest to, but excluding, the redemption date. At any time on or after March 1, 2025, the 2025 Notes are redeemable, at the option of the Partnership, in whole or in part, at a redemption price equal to 100% of the principal amount of the 2025 Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date.

Prior to October 1, 2044, the Partnership may redeem all or a part of the 2045 Notes at a redemption price equal to the greater of: (i) 100% of the principal amount of the 2045 Notes to be redeemed; or (ii) the sum of the present values of the

20

ENLINK MIDSTREAM, LLC
 
Notes to Condensed Consolidated Financial Statements-(Continued)
(Unaudited)


remaining scheduled payments of principal and interest on the 2045 Notes to be redeemed that would be due after the related redemption date but for such redemption (exclusive of interest accrued to, but excluding, the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 30 basis points; plus, in either case, accrued and unpaid interest to, but excluding, the redemption date. At any time on or after October 1, 2044, the Partnership may redeem all or a part of the 2045 Notes at a redemption price equal to 100% of the principal amount of the 2045 Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date.

The indentures governing the Senior Notes contain covenants that, among other things, limit our ability to create or incur certain liens or consolidate, merge or transfer all or substantially all of our assets.

Each of the following is an event of default under the indentures:

•
failure to pay any principal or interest when due;

•
failure to observe any other agreement, obligation or other covenant in the indenture, subject to the cure periods for certain failures;

•
our default under other indebtedness that exceeds a certain threshold amount;

•
failure by us to pay final judgments that exceed a certain threshold amount; and

•
bankruptcy or other insolvency events involving us.

If an event of default relating to bankruptcy or other insolvency events occurs, the Senior Notes will immediately become due and payable. If any other event of default exists under the indenture, the trustee under the indenture or the holders of the Senior Notes may accelerate the maturity of the Senior Notes and exercise other rights and remedies.
(7)     Income Taxes

Income taxes included in the condensed consolidated financial statements were as follows for the periods presented.
 
 
Three Months Ended  
 September 30,
 
Nine Months Ended 
 September 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
(in millions)
Predecessor income tax expense
 
$
—

 
$
—

 
$
—

 
$
19.4

ENLC income tax expense
 
0.2

 
17.3

 
21.1

 
40.1

       Total income tax expense
 
$
0.2

 
$
17.3

 
$
21.1

 
$
59.5


The following schedule reconciles total income tax expense and the amount computed by applying the statutory U.S. federal tax rate to income from continuing operations before income taxes:

21

ENLINK MIDSTREAM, LLC
 
Notes to Condensed Consolidated Financial Statements-(Continued)
(Unaudited)


 
 
Three Months Ended  
 September 30,
 
Nine Months Ended 
 September 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
(in millions)
Tax computed at statutory federal rate (35%)
 
$
(67.6
)
 
$
16.1

 
$
(49.5
)
 
$
36.5

State income taxes, net of federal tax benefit
 
(4.8
)
 
1.2

 
(3.5
)
 
2.6

Predecessor income tax expense
 
—

 
—

 
—

 
19.4

Income taxes from partnership
 
0.6

 
—

 
1.7

 
0.8

Non-deductible expense related to asset impairment
 
72.3

 
—

 
72.3

 
—

Other
 
(0.3
)
 
—

 
0.1

 
0.2

       Total income tax expense
 
$
0.2

 
$
17.3

 
$
21.1

 
$
59.5


(8)      Certain Provisions of the Partnership Agreement

(a) Issuance of Common Units

In November 2014, the Partnership entered into an Equity Distribution Agreement (the “BMO EDA”) with BMO Capital Markets Corp., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Jefferies LLC, Raymond James & Associates, Inc. and RBC Capital Markets, LLC (collectively, the “Sales Agents”) to sell up to $350.0 million in aggregate gross sales of the Partnership’s common units from time to time through an “at the market” equity offering program. The Partnership may also sell common units to any Sales Agent as principal for the Sales Agent’s own account at a price agreed upon at the time of sale. The Partnership has no obligation to sell any of the common units under the BMO EDA and may at any time suspend solicitation and offers under the BMO EDA. For the nine months ended September 30, 2015, the Partnership sold an aggregate of 0.7 million common units under the BMO EDA, generating proceeds of approximately $12.9 million (net of less than $0.1 million of commissions). The Partnership used the net proceeds for general partnership purposes. As of September 30, 2015, approximately $328.7 million remains available to be issued under the BMO EDA.

(b) Class C Common Units

In March 2015, the Partnership issued 6,704,285 Class C Common Units representing a new class of limited partner interests as partial consideration for the acquisition of Coronado. For further discussion, see Note 3- Acquisitions. The Class C Common Units are substantially similar in all respects to the Partnership's common units, except that distributions paid on the Class C Common Units may be paid in cash or in additional Class C Common Units issued in kind, as determined by the General Partner in its sole discretion. The Class C Common Units will automatically convert into common units on a one-for-one basis on the earlier to occur of (i) the date on which the General Partner, in its sole discretion, determines to convert all of the outstanding Class C Common Units into common units and (ii) the first business day following the date of the distribution for the quarter ended March 31, 2016. Distributions on the Class C Common Units for the three months ended March 31, 2015 and June 30, 2015 were paid-in-kind ("PIK") through the issuance of 99,794 and 120,622 Class C Common Units on May 14, 2015 and August 13, 2015, respectively. A distribution on the Class C Common Units of $0.390 per unit was declared for the three months ended September 30, 2015, which will result in the issuance of 150,732 additional Class C Common Units on November 12, 2015.

(c) Class D Common Units

In February 2015, the Partnership issued 31,618,311 Class D Common Units to Acacia as consideration for a 25% interest in Midstream Holdings. For further discussion, see Note 3 - Acquisitions. The Partnership’s Class D Common Units were substantially similar in all respects to the Partnership’s common units, except that they only received a pro rata distribution from the date of issuance for the fiscal quarter ended March 31, 2015. The Partnership’s Class D Common Units automatically converted into the Partnership’s common units on a one-for-one basis on May 4, 2015.

(d) Class E Common Units

In May 2015, the Partnership issued 36,629,888 Class E Common Units to Acacia as consideration for the remaining 25% interest in Midstream Holdings. For further discussion see Note 5 - Affiliate Transactions. The Partnership’s Class E Common

22

ENLINK MIDSTREAM, LLC
 
Notes to Condensed Consolidated Financial Statements-(Continued)
(Unaudited)


Units were substantially similar in all respects to the Partnership’s common units, except that they only received a pro rata distribution from the date of issuance for the fiscal quarter ended June 30, 2015. The Partnership’s Class E Common Units automatically converted into the Partnership’s common units on a one-for-one basis on August 3, 2015.

(e)  Distributions
 
Unless restricted by the terms of the Partnership credit facility and/or the indentures governing the Partnership’s senior unsecured notes, the Partnership must make distributions of 100% of available cash, as defined in the partnership agreement, within 45 days following the end of each quarter. Distributions are made to the General Partner in accordance with its current percentage interest with the remainder to the common unitholders, subject to the payment of incentive distributions as described below to the extent that certain target levels of cash distributions are achieved. The General Partner is not entitled to its general partner or incentive distributions with respect to the Class C Common Units issued in kind.

Under the quarterly incentive distribution provisions, generally the Partnership's General Partner is entitled to 13.0% of amounts the Partnership distributes in excess of $0.25 per unit, 23% of the amounts the Partnership distributes in excess of $0.3125 per unit and 48.0% of amounts the Partnership distributes in excess of $0.375 per unit.

A summary of the Partnership's distribution activity relating to the common units for the nine months ended September 30, 2015 is provided below:
Declaration period
 
Distribution/unit
 
Date paid/payable
Fourth Quarter of 2014
 
$
0.375

 
February 12, 2015
First Quarter of 2015 (1)
 
$
0.38

 
May 14, 2015
Second Quarter of 2015 (2)
 
$
0.385

 
August 13, 2015
Third Quarter of 2015
 
$
0.39

 
November 12, 2015
(1) The Partnership partial first quarter 2015 distributions on its Class D Common Units of $0.18 per unit were paid on May 14, 2015. Distributions paid for the Class D Common Units represent a pro rata distribution for the number of days the Class D Common Units were issued and outstanding during the quarter. The Class D Common Units automatically converted into common units on a one-for-one basis on May 4, 2015.
(2) The Partnership partial second quarter 2015 distributions on its Class E Common Units of $0.15 per unit were paid on August 13, 2015. Distributions paid for the Class E Common Units represent a pro rata distribution for the number of days the Class E Common Units were issued and outstanding during the quarter. The Class E Common Units automatically converted into common units on a one-for-one basis on August 3, 2015.

(f) Allocation of Partnership Income

Net income is allocated to the General Partner in an amount equal to its incentive distributions as described in Note 8(e). The General Partner's share of net income consists of incentive distributions to the extent earned, a deduction for unit-based compensation attributable to ENLC’s restricted units and the percentage interest of the Partnership’s net income adjusted for ENLC's unit-based compensation specifically allocated to the General Partner. The net income allocated to the General Partner is as follows for the three and nine months ended September 30, 2015 and 2014 (in millions):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014*
Income allocation for incentive distributions
$
13.6

 
$
6.3

 
$
33.7

 
$
13.6

Unit-based compensation attributable to ENLC’s restricted units
(3.7
)
 
(3.1
)
 
(14.6
)
 
(6.8
)
General Partner share of net income (loss)
(3.6
)
 
0.3

 
(3.3
)
 
0.7

General Partner interest in drop down transactions
—

 
39.4

 
34.4

 
89.3

General Partner interest in net income
$
6.3

 
$
42.9

 
$
50.2

 
$
96.8

* The nine months ended September 30, 2014 amounts consist only of the period from March 7, 2014 through September 30, 2014.


23

ENLINK MIDSTREAM, LLC
 
Notes to Condensed Consolidated Financial Statements-(Continued)
(Unaudited)


(9) Earnings per Unit and Dilution Computations

As required under FASB ASC 260-10-45-61A, unvested unit-based payments that entitle employees to receive non-forfeitable distributions are considered participating securities, as defined in FASB ASC 260-10-20, for earnings per unit calculations. Net income earned by the Predecessor prior to March 7, 2014 is not included for purposes of calculating earnings per unit as the Predecessor did not have any unitholders.

The following table reflects the computation of basic and diluted earnings per unit for the three and nine months ended September 30, 2015 and 2014 (in millions, except per unit amounts):
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2015
 
2014
 
2015
 
2014*
EnLink Midstream, LLC interest in net income (loss)
$
(193.4
)
 
$
28.8

 
$
(162.6
)
 
$
64.4

Distributed earnings allocated to:
 
 
 
 
 
 
 
Common units (1) (2)
$
41.9

 
$
37.7

 
$
123.2

 
$
88.3

Unvested restricted units (1)
0.3

 
0.2

 
0.9

 
0.6

Total distributed earnings
$
42.2

 
$
37.9

 
$
124.1

 
$
88.9

Undistributed loss allocated to:
 
 
 
 
 
 
 
Common units
$
(233.9
)
 
$
(9.1
)
 
$
(284.7
)
 
$
(24.3
)
Unvested restricted units
(1.7
)
 
—

 
(2.0
)
 
(0.2
)
Total undistributed loss
$
(235.6
)
 
$
(9.1
)
 
$
(286.7
)
 
$
(24.5
)
Net income (loss) allocated to:
 
 
 
 
 
 
 
Common units
$
(192.0
)
 
$
28.6

 
$
(161.5
)
 
$
64.0

Unvested restricted units
(1.4
)
 
0.2

 
(1.1
)
 
0.4

Total net income (loss)
$
(193.4
)
 
$
28.8

 
$
(162.6
)
 
$
64.4

Total basic and diluted net income (loss) per unit:
 
 
 
 
 
 
 
Basic
$
(1.18
)
 
$
0.18

 
$
(0.99
)
 
$
0.39

Diluted
$
(1.18
)
 
$
0.17

 
$
(0.99
)
 
$
0.39

__________________________________________________
* The nine months ended September 30, 2014 amounts consist only of the period from March 7, 2014 through September 30, 2014.
(1) Three months ended September 30, 2015 and 2014 represents a declared distribution of $0.255 per unit payable on November 13, 2015 and a distribution of $0.23 per unit paid on November 14, 2014.
(2) Nine months ended September 30, 2015 and 2014 represents a declared distribution of $0.255 per unit payable on November 13, 2015, and distributions paid of $0.245 per unit on May 15, 2015, $0.25 per unit on August 14, 2015, $0.18 per unit on May 15, 2014, $0.22 per unit on August 14, 2014, and $0.23 per unit on November 14, 2014. Additionally, the nine months ended September 30, 2014 includes distributions paid of $0.05 per unit for Class B Common Units on May 15, 2014.

The following are the unit amounts used to compute the basic and diluted earnings per unit for the periods presented (in millions):
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2015
 
2014
 
2015
 
2014*
Basic and diluted earnings per unit:
 
 
 
 
 
 
 
Weighted average common units outstanding
164.2

 
164.0

 
164.2

 
164.0

Diluted weighted average units outstanding:
 
 
 
 
 
 
 
Weighted average basic common units outstanding
164.2

 
164.0

 
164.2

 
164.0

Dilutive effect of restricted units issued
—

 
0.4

 
—

 
0.3

Total weighted average diluted common units outstanding
164.2

 
164.4

 
164.2

 
164.3

_______________________________________________

24

ENLINK MIDSTREAM, LLC
 
Notes to Condensed Consolidated Financial Statements-(Continued)
(Unaudited)


* The nine months ended September 30, 2014 amounts consist only of the period from March 7, 2014 through September 30, 2014.

All outstanding units were included in the computation of diluted earnings per unit and weighted based on the number of days such units were outstanding during the periods presented.


(10) Asset Retirement Obligations

The schedule below summarizes the changes in the Partnership’s asset retirement obligation:
 
September 30,
2015
 
September 30,
2014
 
(in millions)
Beginning asset retirement obligation
$
20.6

 
$
8.1

Revisions to existing liabilities
(4.0
)
 
3.2

Liabilities acquired
—

 
0.5

Accretion
0.4

 
0.4

    Liabilities settled
(3.2
)
 
—

Ending asset retirement obligation
$
13.8

 
$
12.2


Asset retirement obligations of $1.0 million and $8.2 million as of September 30, 2015 and December 31, 2014, respectively, are included in Other Current Liabilities.

(11) Investment in Unconsolidated Affiliates

The Partnership's unconsolidated investments consisted of a contractual right to the economic benefits and burdens associated with Devon's 38.75% ownership interest in GCF at September 30, 2015 and 2014 and a 30.6% ownership interest in Howard Energy Partners ("HEP") at September 30, 2015 and 2014.


25

ENLINK MIDSTREAM, LLC
 
Notes to Condensed Consolidated Financial Statements-(Continued)
(Unaudited)


The following table shows the activity related to the Partnership’s investment in unconsolidated affiliates for the periods indicated (in millions):

 
Gulf Coast Fractionators
 
Howard Energy Partners
 
Total
Three months ended
 
 
 
 
 
September 30, 2015
 
 
 
 
 
Contributions
$
—

 
$
8.1

 
$
8.1

Distributions
$
3.8

 
$
8.4

 
$
12.2

Equity in income
$
3.4

 
$
3.0

 
$
6.4

 
 
 
 
 
 
September 30, 2014 (1)
 
 
 
 
 
Contributions
$
—

 
$
—

 
$
—

Distributions
$
5.2

 
$
3.0

 
$
8.2

Equity in income
$
5.2

 
$
0.4

 
$
5.6

 
 
 
 
 
 
Nine months ended
 
 
 
 
 
September 30, 2015
 
 
 
 
 
Contributions
$
—

 
$
8.1

 
$
8.1

Distributions
$
10.7

 
$
20.7

 
$
31.4

Equity in income
$
9.7

 
$
6.4

 
$
16.1

 
 
 
 
 
 
September 30, 2014 (1)
 
 
 
 
 
Contributions
$
—

 
$
5.7

 
$
5.7

Distributions
$
5.2

 
$
8.7

 
$
13.9

Equity in income
$
13.2

 
$
1.1

 
$
14.3

(1) Includes income, distributions, and contributions for the period from March 7, 2014 through September 30, 2014 for HEP.

The following table shows the balances related to the Partnership’s investment in unconsolidated affiliates for the periods indicated (in millions):
 
September 30,
2015
 
December 31,
2014
Gulf Coast Fractionators
$
53.0

 
$
54.1

Howard Energy Partners
210.5

 
216.7

Total investments in unconsolidated affiliates
$
263.5

 
$
270.8


(12) Employee Incentive Plans
 
(a)         Long-Term Incentive Plans
 
The Partnership accounts for unit-based compensation in accordance with FASB ASC 718, which requires that compensation related to all unit-based awards, including unit options, be recognized in the consolidated financial statements.

26

ENLINK MIDSTREAM, LLC
 
Notes to Condensed Consolidated Financial Statements-(Continued)
(Unaudited)



The Partnership and ENLC each have similar unit-based compensation payment plans for officers and employees, which are described below.  Unit-based compensation associated with ENLC's unit-based compensation plan awarded to officers and employees of the Partnership are recorded by the Partnership since ENLC has no substantial or managed operating activities other than its interests in the Partnership. Amounts recognized in the condensed consolidated financial statements with respect to these plans are as follows (in millions): 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
Cost of unit-based compensation allocated to Predecessor general and
    administrative expense (1)
$
—

 
$
—

 
$
—

 
$
2.8

Cost of unit-based compensation charged to general and administrative
    expense
6.3

 
5.0

 
24.9

 
11.0

Cost of unit-based compensation charged to operating expense
1.0

 
0.8

 
4.0

 
1.8

    Total amount charged to income
$
7.3

 
$
5.8

 
$
28.9

 
$
15.6

Interest of non-controlling partners in unit-based compensation
$
2.6

 
$
2.5

 
$
11.4

 
$
5.4

Amount of related income tax benefit recognized in income
$
1.8

 
$
1.3

 
$
6.5

 
$
3.9

(1)
Unit-based compensation expense was treated as a contribution by the Predecessor in the Consolidated Statement of Changes in Members' Equity in 2014.

(b)  EnLink Midstream Partners, LP Restricted Incentive Units
 
The Partnership's restricted incentive units are valued at their fair value at the date of grant, which is equal to the market value of common units on such date. A summary of the restricted incentive unit activity for the nine months ended September 30, 2015 is provided below:
 
 
Nine Months Ended 
 September 30, 2015
EnLink Midstream Partners, LP Restricted Incentive Units:
 
Number of
Units
 
Weighted
Average
Grant-Date
 Fair Value
Non-vested, beginning of period
 
1,022,191

 
$
31.25

Granted
 
581,047

 
26.82

Vested*
 
(264,651
)
 
28.81

Forfeited
 
(68,913
)
 
30.92

Non-vested, end of period
 
1,269,674

 
$
29.75

Aggregate intrinsic value, end of period (in millions)
 
$
20.0

 
 

 * Vested units include 90,567 units withheld for payroll taxes paid on behalf of employees.

The Partnership issued restricted incentive units in the first quarter of 2015 to officers and other employees. These restricted incentive units typically vest at the end of three years. In March 2015, the Partnership issued 128,675 restricted incentive units with a fair value of $3.4 million to officers and certain employees as bonus payments for 2014, which vested immediately and are included in the restricted units granted and vested line items above.
 

27

ENLINK MIDSTREAM, LLC
 
Notes to Condensed Consolidated Financial Statements-(Continued)
(Unaudited)


A summary of the restricted incentive units’ aggregate intrinsic value (market value at vesting date) and fair value of units vested during the three and nine months ended September 30, 2015 are provided below (in millions):


Three Months Ended  
 September 30,
 
Nine Months Ended 
 September 30,
EnLink Midstream Partners, LP Restricted Incentive Units:

2015
 
2014
 
2015
 
2014
Aggregate intrinsic value of units vested

$
0.1

 
$
1.2

 
$
7.2

 
$
1.2

Fair value of units vested

$
0.1

 
$
1.2

 
$
7.6

 
$
1.2


As of September 30, 2015, there was $19.5 million of unrecognized compensation cost related to non-vested restricted incentive units. That cost is expected to be recognized over a weighted-average period of 1.7 years.

(c)       EnLink Midstream Partners, LP Performance Units

In March 2015, the Partnership and ENLC granted performance awards under the amended and restated EnLink Midstream GP, LLC Long-Term Incentive Plan (the "GP Plan") and the 2014 Long-Term Incentive Plan (the “LLC Plan”), respectively. The performance award agreements provide that the vesting of restricted incentive units granted thereunder is dependent on the achievement of certain total shareholder return (“TSR”) performance goals relative to the TSR achievement of a peer group of companies (the “Peer Companies”) over the applicable performance period. The performance award agreements contemplate that the Peer Companies for an individual performance award (the “Subject Award”) are the companies comprising the Alerian MLP Index for Master Limited Partnerships (“AMZ”), excluding the Partnership and the Company (collectively, "EnLink"), on the grant date for the Subject Award. The performance units will vest based on the percentile ranking of the average of the Partnership’s and ENLC’s TSR achievement (the “EnLink TSR”) for the applicable performance period relative to the TSR achievement of the Peer Companies.

At the end of the vesting period, recipients receive distribution equivalents with respect to the number of performance units vested. The vesting of units may be between zero and 200 percent of the units granted depending on the EnLink TSR as compared to the peer group on the vesting date. The fair value of each performance unit is estimated as of the date of grant using a Monte Carlo simulation with the following assumptions used for all performance unit grants made under the plan: (i) a risk-free interest rate based on United States Treasury rates as of the grant date; (ii) a volatility assumption based on the historical realized price volatility of the Partnership and the designated peer group; (iii) an estimated ranking of the Partnership among the designated peer group and (iv) the distribution yield. The fair value of the unit on the date of grant is expensed over a vesting period of three years. The following table presents a summary of the grant-date fair values of performance units granted and the related assumptions.
EnLink Midstream Partners, LP Performance Units:
 
2015
Beginning TSR Price
 
$
27.68

Risk-free interest rate
 
0.99
%
Volatility factor
 
33.01
%
Distribution yield
 
5.66
%


28

ENLINK MIDSTREAM, LLC
 
Notes to Condensed Consolidated Financial Statements-(Continued)
(Unaudited)


The following table presents a summary of the Partnership's performance units.
 
 
Nine Months Ended 
 September 30, 2015
EnLink Midstream Partners, LP Performance Units:
 
Number of
Units
 
Weighted
Average
Grant-Date
Fair Value
Non-Vested, beginning of period
 
—

 
$
—

Granted
 
118,126

 
35.41

Vested
 
—

 
—

Non-vested, end of period
 
118,126

 
$
35.41

Aggregate intrinsic value, end of period (in millions)
 
$
1.9

 
 

As of September 30, 2015 there was $3.3 million of unrecognized compensation expense that related to non-vested Partnership performance units. That cost is expected to be recognized over a weighted-average period of 2.3 years.

(d)         EnLink Midstream, LLC’s Restricted Incentive Units

ENLC’s restricted incentive units are valued at their fair value at the date of grant, which is equal to the market value of the common units on such date. A summary of the restricted incentive unit activity for the nine months ended September 30, 2015 is provided below:
 
 
Nine Months Ended 
 September 30, 2015
EnLink Midstream, LLC Restricted Incentive Units:
 
Number of
Units
 
Weighted
Average
Grant-Date
Fair Value
Non-vested, beginning of period
 
986,472

 
$
37.03

Granted
 
493,582

 
31.58

Vested*
 
(261,144
)
 
35.79

Forfeited
 
(59,203
)
 
35.99

Non-vested, end of period
 
1,159,707

 
$
35.04

Aggregate intrinsic value, end of period (in millions)
 
$
21.2

 
 

 * Vested units include 83,176 units withheld for payroll taxes paid on behalf of employees.

ENLC issued restricted incentive units in the first quarter of 2015 to officers and other employees. These restricted incentive units typically vest at the end of three years and are included in restricted incentive units outstanding. In March 2015, ENLC issued 102,543 restricted incentive units with a fair value of $3.4 million to officers and certain employees as bonus payments for 2014, which vested immediately and are included in the restricted units granted and vested line items above.
 
A summary of the restricted incentive units’ aggregate intrinsic value (market value at vesting date) and fair value of units vested during the three and nine months ended September 30, 2015 are provided below (in millions):
 
 
Three Months Ended
September 30,
 
Nine Months Ended 
 September 30,
EnLink Midstream, LLC Restricted Incentive Units:
 
2015
 
2014
 
2015
 
2014
Aggregate intrinsic value of units vested
 
$
0.1

 
$
2.4

 
$
8.9

 
$
2.4

Fair value of units vested
 
$
0.1

 
$
2.2

 
$
9.3

 
$
2.2


As of September 30, 2015, there was $20.2 million of unrecognized compensation costs related to non-vested ENLC restricted incentive units. The cost is expected to be recognized over a weighted average period of 1.7 years.


29

ENLINK MIDSTREAM, LLC
 
Notes to Condensed Consolidated Financial Statements-(Continued)
(Unaudited)


(e) EnLink Midstream, LLC's Performance Units

In March 2015, ENLC granted performance awards under the LLC Plan discussed in Note (c) above. At the end of the vesting period, recipients receive distribution equivalents with respect to the number of performance units vested. The vesting of units may be between zero and 200 percent of the units granted depending on EnLink’s TSR as compared to the peer group on the vesting date. The fair value of each performance unit is estimated as of the date of grant using a Monte Carlo simulation with the following assumptions used for all performance unit grants made under the plan: (i) a risk-free interest rate based on United States Treasury rates as of the grant date; (ii) a volatility assumption based on the historical realized price volatility of ENLC and the designated peer group; (iii) an estimated ranking of ENLC among the designated peer group and (iv) the distribution yield. The fair value of the unit on the date of grant is expensed over a vesting period of three years. The following table presents a summary of the grant-date fair values of performance units granted and the related assumptions.
EnLink Midstream, LLC Performance Units:
 
2015
Beginning TSR Price
 
$
34.24