EnLink Midstream(ENLC) - 2023 Q4 - Annual Report

PART I Item 1. Business EnLink Midstream provides natural gas, NGL, and crude oil services across key basins, focusing on growth, efficiency, and sustainability General and Recent Developments As of December 31, 2023, GIP controls ENLC's Managing Member, with all midstream assets operated by its subsidiary ENLK - As of December 31, 2023, GIP owns 46.2% of the outstanding limited liability company interests in ENLC and maintains control over the Managing Member[16] - All of the company's midstream energy assets are owned and operated by its subsidiary, ENLK, and its subsidiaries[15] Our Operations The company's operations encompass natural gas, NGL, and crude oil midstream services, managed across five geographic segments Key Operational Assets (as of Dec 31, 2023) | Asset Type | Quantity/Capacity | | :--- | :--- | | Pipelines | ~13,600 miles | | Natural Gas Processing Plants | 25 plants (~5.8 Bcf/d capacity) | | Fractionators | 7 facilities (~316,300 Bbls/d capacity) | - The company's operations are managed and reported across five segments: Permian, Louisiana, Oklahoma, North Texas, and Corporate, based on geography and activity[28] - The company primarily earns fees through fee-based contractual arrangements, which include both stated fee-only contracts and arrangements where it purchases and resells commodities to earn a net margin[27] Our Business Strategies EnLink's strategy focuses on financial discipline, strategic growth, operational excellence, and sustainability, including carbon capture development - Core business strategies include: - Financial Discipline: Strengthening financial position through strong cash flows, disciplined capital allocation, and cost control - Strategic Growth: Expanding the natural gas and NGL network along the Gulf Coast and growing gathering and processing systems organically - Operational Excellence: Optimizing operations to enhance profitability and scalability - Sustainability and Safety: Operating responsibly with a focus on employees, the environment, and communities[31] - The company is actively building a carbon transportation business to support CCS projects along the Louisiana Gulf Coast, leveraging its existing pipeline network and expertise[30] Our Assets This section details EnLink's assets by segment, including pipelines, processing, fractionation, and storage capacities Asset Summary (as of Dec 31, 2023) | Asset Category | Total Capacity/Length | | :--- | :--- | | Natural Gas Pipelines | 12,095 miles | | NGL, Crude Oil, Condensate Pipelines | 1,495 miles | | Processing Facilities | 5,773 MMcf/d | | Fractionation Facilities | 316,300 Bbls/d | | Natural Gas Storage | 18.6 Bcf (Design Capacity) | | NGL & Crude Storage | 8.1 MMbbls (Design Capacity) | - The Permian Segment includes the MEGA and Delaware gas gathering systems, crude gathering systems, and multiple processing facilities with a total capacity of 1,610 MMcf/d[46][47] - The Louisiana Segment features significant natural gas transmission pipelines like Sabine and Bridgeline, connecting to Henry Hub and major industrial customers, along with NGL pipelines and four fractionation facilities[48][49][52] - The Oklahoma Segment assets serve the STACK play and adjacent areas with extensive gas gathering and processing facilities, including the Chisholm, Cana, and Redcliff plants[51][52] - The North Texas Segment operates in the Barnett Shale with multiple gas gathering systems, the large Bridgeport processing facility, and a CO2 capture system for sequestration by BKV[54] Industry Overview The midstream industry connects hydrocarbon production to markets through gathering, processing, transportation, and storage, including emerging CCS - The midstream sector links hydrocarbon production to end-users through gathering, processing, fractionation, transportation, and storage[57] - The company is participating in the energy transition by developing a carbon transportation business to support CCS projects along the Gulf Coast, particularly in the high-emission Mississippi River industrial corridor[70] Competition The midstream industry is highly competitive across all service areas, including new project development like CCS - The company faces strong competition in obtaining supplies, marketing commodities, and developing new projects from major integrated companies, independent producers, and other midstream service providers[72][73] - For its CCS transportation development projects, competitors include other midstream providers along the Gulf Coast, some of whom may have greater financial resources or a higher risk tolerance[74] Credit Risk and Key Customers EnLink faces credit risk from customer nonpayment, with Marathon Petroleum and Dow representing significant consolidated revenues Customers Representing >10% of Consolidated Revenues | Customer | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Dow Hydrocarbons and Resources LLC | 10.4% | 14.2% | 14.5% | | Marathon Petroleum Corporation | 19.3% | 14.7% | 13.4% | - The company is subject to significant credit risk, particularly in its commodity purchase and resale activities, where a credit loss can be large relative to overall profitability[76] Regulation The company's operations are subject to extensive federal and state regulations, including FERC, PHMSA, and evolving environmental policies - The company's interstate natural gas pipelines are subject to FERC regulation under the Natural Gas Act (NGA), which governs rates and terms of service to ensure they are "just and reasonable"[81][82] - Certain liquids and crude oil pipelines are regulated by FERC as common carriers under the Interstate Commerce Act (ICA), with rates primarily managed through an annual indexing methodology[87][89] - Pipelines are subject to safety regulations by PHMSA pursuant to the Natural Gas Pipeline Safety Act (NGPSA), which governs design, construction, operation, and maintenance[101] - Recent regulatory actions by the Department of the Interior (DOI) under the Biden administration, including proposed updates to onshore oil and gas leasing regulations, could restrict exploration and production on federal lands and negatively impact demand for the company's services[79] Environmental Matters EnLink's operations are subject to stringent environmental laws, climate change regulations, and potential impacts from hydraulic fracturing rules - The Biden administration's environmental policies, including rejoining the Paris Agreement and new EPA rules on methane, could lead to increased compliance costs and operational changes for the company and its customers[104][118] - Operations are subject to laws like CERCLA (Superfund), which imposes strict, joint and several liability for cleaning up hazardous substance releases, and RCRA for solid waste management[108][110] - The EPA's reclassification of the Dallas-Fort Worth area, where the Bridgeport facility is located, to a severe nonattainment area for ozone standards could result in stricter permitting and significant pollution control expenditures[113][114] - State and federal regulatory focus on a possible link between injection wells and induced seismicity could lead to additional regulations, costs, and restrictions on brine disposal operations for both the company and its customers[126][127] Human Capital As of December 31, 2023, EnLink employed 1,072 full-time employees, prioritizing safety, talent retention, and diversity Human Capital Metrics (2023) | Metric | Value | | :--- | :--- | | Full-Time Employees | 1,072 | | Average Employee Tenure | ~8 years | | Voluntary Turnover Rate | ~9% | | Total Recordable Incident Rate (TRIR) | 0.57 | - As of year-end 2023, women represented approximately 28% of manager and above positions in corporate offices, while minorities represented approximately 24% of such positions[133] Sustainability EnLink is committed to sustainable practices, overseen by a Board committee, integrating environmental, social, and governance principles - A standing Sustainability Committee of the Board oversees the company's environmental, social, and governance (ESG) initiatives[136] - Environmental initiatives include using in-line inspection tools, replacing flares with thermal oxidizers, installing vapor recovery units, and utilizing solar power for certain equipment to reduce emissions and environmental impact[138][139] - Social responsibility efforts include providing competitive pay, fostering an inclusive culture through a Diversity, Equity, and Inclusion Action Team, and encouraging employee volunteerism[143][144] - Governance practices include tying a large portion of executive compensation to company performance, requiring annual ethics training, and conducting a quarterly enterprise risk management program[146][147] Item 1A. Risk Factors This section details significant risks to EnLink's business, including investment, financial, operational, and regulatory factors Risks Inherent in an Investment in ENLC Investment in ENLC carries risks related to GIP's control, "controlled company" status, and limited unitholder rights - GIP owns approximately 46.1% of ENLC's common units and controls the Managing Member, creating potential conflicts of interest where GIP may favor its own interests[158][159] - ENLC is a "controlled company" under NYSE rules, exempting it from requirements to have a majority of independent directors or fully independent nominating and compensation committees[165] - The operating agreement replaces standard fiduciary duties with limited contractual standards and restricts remedies available to unitholders for actions by the Managing Member[166][172] - Unitholders have limited voting rights and cannot remove the Managing Member without its consent, as GIP and its affiliates own sufficient units to block such a vote[180][181] Financial and Indebtedness Risks The company faces financial risks from dependence on ENLK's distributions, restrictive debt covenants, high leverage, and interest rate fluctuations - ENLC's cash flow consists almost exclusively of cash flows from its subsidiary, ENLK, making it completely dependent on ENLK's operational performance and ability to make distributions[199] - Debt agreements, including the Revolving Credit Facility and AR Facility, contain restrictive covenants that limit the company's ability to incur additional debt, engage in certain transactions, and require maintenance of a specified leverage ratio[201][207] - Increases in interest rates could raise borrowing costs on floating-rate debt, such as the Revolving Credit Facility and AR Facility, and adversely impact the unit price and ability to make distributions[217] - The company is exposed to credit risk from its customers, where nonpayment or nonperformance could adversely affect financial results, especially given the small margins on large-volume commodity sales[216] Business and Industry Risks EnLink's business is vulnerable to commodity price volatility, customer concentration, weather disruptions, new venture execution, and cyberattacks - Financial performance depends heavily on the volumes of natural gas, crude oil, and NGLs handled, which are influenced by factors beyond the company's control, such as commodity prices and producer drilling decisions[224][226] - Approximately 10% of total adjusted gross margin for 2023 was generated from contracts with direct commodity price exposure, such as percent-of-liquids and percent-of-proceeds contracts[237] - The business is vulnerable to weather-related risks, such as hurricanes in Louisiana and severe winter storms like Uri and Elliot, which can cause significant damage, disrupt operations, and reduce volumes[251][253] - The company is building a new CCS transportation business, which presents risks as it is a new venture with no track record, potential for undeveloped demand, and competition from larger players[259] - Terrorist or cyberattacks on the company's computer systems or operational assets could disrupt business, damage its reputation, and have a material adverse effect on financial results[275][279] Environmental, Legal Compliance, and Regulatory Risks The company faces risks from increased regulation of hydraulic fracturing, climate change initiatives, and stringent pipeline safety requirements - Increased federal and state regulation of hydraulic fracturing could lead to delays, higher costs, or prohibitions for customers, which would reduce the volumes of gas and crude oil available to EnLink's systems[281][282] - Climate change legislation and regulatory initiatives, including efforts to reduce GHG emissions and regulate methane, could result in increased operating costs, additional capital expenditures, and reduced demand for the company's services[283][293] - Interstate natural gas and liquids pipelines are subject to federal rate and service regulation by FERC, which could limit revenues and increase operating costs[296][300] - Compliance with pipeline safety regulations from PHMSA and state agencies like the TRRC could result in substantial expenditures for testing, repairs, and replacement, with violations leading to significant penalties[302][303] Item 1B. Unresolved Staff Comments The company reports no unresolved staff comments from the Securities and Exchange Commission - There are no unresolved staff comments[315] Item 2. Properties A detailed description of the company's properties is provided in Item 1, with satisfactory title to assets - A detailed description of the company's properties is located in "Item 1. Business"[323] - The company believes it has satisfactory title to its rights-of-way and land assets, and any encumbrances are not expected to materially detract from the value or use of these assets[324] Item 3. Legal Proceedings The company is involved in various ordinary course legal proceedings, none of which are deemed material except as disclosed in Note 15 - The company is a defendant in various legal proceedings arising in the ordinary course of business, but management does not believe any are material to its financial condition, except as noted in the financial statements[325] - For more detailed information on litigation proceedings and contingencies, refer to "Item 8. Financial Statements and Supplementary Data—Note 15"[327] Item 4. Mine Safety Disclosures This item is not applicable to the company - Not applicable[328] PART II Item 5. Market for Registrant's Common Equity, Related Unitholder Matters, and Issuer Purchases of Equity Securities ENLC common units trade on the NYSE, with the company intending quarterly distributions and active unit repurchases Issuer Purchases of Equity Securities (Q4 2023) | Period | Total Units Purchased | Average Price Paid Per Unit | Units Purchased as Part of Program | | :--- | :--- | :--- | :--- | | Oct 2023 | 2,503,475 | $12.01 | 2,503,475 | | Nov 2023 | 1,085,499 | $12.79 | 1,063,961 | | Dec 2023 | 2,207,582 | $12.70 | 2,207,582 | | Total | 5,796,556 | $12.42 | 5,775,018 | - In December 2023, the Board set the authorized amount available for common unit repurchases in 2024 to $200.0 million[334] Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations This section analyzes EnLink's financial performance, liquidity, and capital resources, highlighting segment results and market impacts Overview ENLC, a midstream energy company, primarily generates fee-based revenue, with significant contributions from Marathon Petroleum and Dow - Approximately 90% of the company's adjusted gross margin was derived from fee-based contractual arrangements with minimal direct commodity price exposure for the year ended December 31, 2023[340] Key Customers' Revenue Contribution | Customer | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Dow Hydrocarbons and Resources LLC | 10.4% | 14.2% | 14.5% | | Marathon Petroleum Corporation | 19.3% | 14.7% | 13.4% | Recent Developments Affecting Industry Conditions and Our Business This section covers market trends, strategic projects like Tiger II and Matterhorn, the reassessment of the Pecan Island CCS project, and asset divestitures Average Commodity Prices | Period | Crude Oil ($/Bbl) | NGL ($/Gal) | Natural Gas ($/MMbtu) | | :--- | :--- | :--- | :--- | | 2023 Avg | $77.60 | $0.50 | $2.66 | | 2022 Avg | $94.33 | $0.83 | $6.54 | - The Tiger II Processing Plant project, relocating a plant from North Texas to the Permian, is expected to add 150 MMcf/d of processing capacity and be completed in Q2 2024[364] - The company and ExxonMobil have agreed to reassess the near-term role of the Pecan Island CCS project, with the expectation that other joint CCS opportunities may be prioritized[367] - In November 2023, the company sold its ORV crude assets for total cash consideration of approximately $69.0 million[368][369] - A one-time rate reset on certain legacy contracts in Oklahoma and North Texas is expected to reduce 2024 adjusted gross margin by approximately $40 million[377] Non-GAAP Financial Measures Management uses Adjusted Gross Margin, Adjusted EBITDA, and Free Cash Flow After Distributions to assess core profitability, performance, and liquidity Reconciliation of Gross Margin to Adjusted Gross Margin (in millions) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Gross margin | $828.7 | $805.0 | | Adjusted gross margin | $2,044.0 | $1,969.3 | Reconciliation of Net Income to Adjusted EBITDA (in millions) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Net income | $350.0 | $500.7 | | Adjusted EBITDA, net to ENLC | $1,350.0 | $1,284.6 | Reconciliation of Net Cash from Operations to Free Cash Flow (in millions) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Net cash provided by operating activities | $1,222.7 | $1,049.3 | | Free cash flow after distributions | $247.0 | $312.4 | Results of Operations Total revenues decreased in 2023 due to lower commodity prices, but adjusted gross margin increased, while net income fell due to tax swings Consolidated Financial Results (in millions) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Total revenues | $6,900.1 | $9,542.1 | | Adjusted gross margin | $2,044.0 | $1,969.3 | | Operating income | $692.8 | $661.8 | | Net income | $350.0 | $500.7 | | Income tax (expense) benefit | $(62.8) | $94.9 | - The decrease in total revenues and cost of sales was primarily driven by lower natural gas, NGL, and crude oil prices, while the increase in adjusted gross margin was driven by higher volumes[406][408] Analysis of Operating Segments Segment performance varied in 2023, with Permian and Oklahoma showing margin growth due to higher volumes, while North Texas declined Segment Profit Comparison (2023 vs 2022, in millions) | Segment | 2023 Segment Profit | 2022 Segment Profit | Change | | :--- | :--- | :--- | :--- | | Permian | $396.4 | $385.5 | +$10.9 | | Louisiana | $391.6 | $374.3 | +$17.3 | | Oklahoma | $422.0 | $387.7 | +$34.3 | | North Texas | $275.8 | $296.9 | -$21.1 | - The Permian segment's adjusted gross margin increased by $32.0 million, primarily due to higher volumes from existing customers[419] - The Oklahoma segment's adjusted gross margin increased by $47.2 million, mainly due to additional volumes from the Central Oklahoma Acquisition completed in December 2022[421] Liquidity and Capital Resources Net cash from operating activities increased in 2023, funding capital expenditures and debt repayments, with 2024 capital requirements projected at $460 million Cash Flow Summary (in millions) | Cash Flow Activity | 2023 | 2022 | | :--- | :--- | :--- | | Net cash provided by operating activities | $1,222.7 | $1,049.3 | | Net cash used in investing activities | $(440.5) | $(773.0) | | Net cash used in financing activities | $(776.1) | $(279.9) | 2024 Expected Capital Requirements (in millions) | Category | Amount | | :--- | :--- | | Capital expenditures, net to ENLC | $435 | | Operating expenses for processing facility relocation | $15 | | Contributions to unconsolidated affiliates | $10 | | Total | $460 | - As of December 31, 2023, total contractual cash obligations amounted to approximately $8.1 billion, with the majority being long-term debt and related interest payments[457] Item 7A. Quantitative and Qualitative Disclosures About Market Risk The company's primary market risks are commodity price volatility and interest rate fluctuations, managed through derivative instruments - The company's primary market risks are changes in the prices of natural gas, NGLs, and crude oil, and changes in interest rates[474] - As of December 31, 2023, the company held commodity derivative instruments with a net fair value asset of $13.6 million, where a hypothetical 10% change in commodity prices would change this net fair value by approximately $18.8 million[489] - The company is exposed to interest rate risk on its AR Facility, which had $300.0 million outstanding at year-end, where a 1.0% change in interest rates would change annualized interest expense by approximately $3.0 million, offset by a $4.0 million change from an interest rate swap hedge[490][492] Item 8. Financial Statements and Supplementary Data This section presents the company's audited consolidated financial statements, management's report on internal controls, and auditor's report Management's Report on Internal Control Over Financial Reporting Management concluded that the company's internal control over financial reporting was effective as of December 31, 2023 - Management concluded that as of December 31, 2023, the Company's internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting[503] Report of Independent Registered Public Accounting Firm KPMG LLP issued an unqualified opinion on the financial statements and internal controls, identifying asset impairment evaluation as a critical audit matter - KPMG LLP issued an unqualified (clean) opinion, stating the financial statements present fairly, in all material respects, the financial position of the company and that the company maintained effective internal control over financial reporting[508] - The critical audit matter identified was the evaluation of long-lived assets for impairment triggering events, which required subjective auditor judgment regarding the impact of forecasted commodity prices on asset recoverability[517] Consolidated Financial Statements The core financial statements show total assets of $8.33 billion, long-term debt of $4.47 billion, and net income of $350.0 million for 2023 Key Financial Data (in millions) | Metric | Dec 31, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Balance Sheet: | | | | Total Assets | $8,328.6 | $8,651.0 | | Total Long-Term Debt | $4,471.0 | $4,723.5 | | Total Members' Equity | $2,635.1 | $2,912.7 | | Statement of Operations (FY 2023): | | | | Total Revenues | $6,900.1 | $9,542.1 | | Net Income | $350.0 | $500.7 | | Cash Flow (FY 2023): | | | | Net Cash from Operations | $1,222.7 | $1,049.3 | Notes to Consolidated Financial Statements These notes provide detailed disclosures on acquisitions, $4.47 billion in long-term debt, equity provisions, and segment financial performance - In 2022, the company completed the Barnett Shale Acquisition for $275.0 million and the Central Oklahoma Acquisition for $95.8 million[613][618] - As of Dec 31, 2023, long-term debt totaled $4.47 billion, consisting primarily of senior unsecured notes, with no outstanding borrowings under its $1.4 billion Revolving Credit Facility[646][654] - In 2023, the company repurchased a total of 20.4 million common units for an aggregate cost of $234.8 million, including 8.8 million units from GIP[707] Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[786] Item 9A. Controls and Procedures Management concluded that disclosure controls and procedures were effective as of December 31, 2023, with no material changes in internal control - Management concluded that as of December 31, 2023, the company's disclosure controls and procedures were effective[787] - There were no changes in internal control over financial reporting during the fourth quarter of 2023 that materially affected, or are reasonably likely to materially affect, internal controls[788] Item 9B. Other Information No director or officer adopted Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during Q4 2023 - No director or officer adopted a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the three months ended December 31, 2023[789] PART III Item 10. Directors, Executive Officers, and Corporate Governance This section outlines the company's governance, including its Board committees, director independence, and adopted ethics policies - The Board of Directors has four standing committees: Audit, Conflicts, Governance and Compensation, and Sustainability[814] - The Board has determined that directors Leldon E. Echols, Deborah G. Adams, and Tiffany Thom Cepak qualify as "independent" under NYSE standards[812] - The company has adopted a Code of Business Conduct and Ethics applicable to all employees, officers, and directors[820] Item 11. Executive Compensation Executive compensation is performance-based, with annual bonuses and long-term equity awards tied to financial, operational, safety, and capital project metrics - The executive compensation program is designed so that approximately 80% of total compensation is performance-based, including annual bonuses and long-term equity awards[826] 2023 STI Program Components and Weighting | Component | Weighting | | :--- | :--- | | Financial - Adjusted EBITDA | 55% | | Financial - DCF | 10% | | Operational Excellence | 15% | | Safety and Sustainability | 15% | | Capital Projects | 5% | 2023 Summary Compensation for CEO | Name | Year | Salary ($) | Bonus ($) | Unit Awards ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | :--- | | Jesse Arenivas | 2023 | 720,192 | 918,245 | 3,500,766 | 5,465,133 | Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters This section discloses beneficial ownership of common units, with GIP as the largest holder, and details equity compensation plan availability Beneficial Ownership of Common Units (>5%) | Name of Beneficial Owner | Percentage of Total Units Beneficially Owned | | :--- | :--- | | Global Infrastructure Investors III, LLC (GIP) | 40.4% | | ALPS Advisors, Inc. | 8.0% | | Invesco Ltd. | 4.6% | - As of December 31, 2023, there were 24,258,379 common units remaining available for future issuance under the company's equity compensation plans[923][925] Item 13. Certain Relationships and Related Transactions, and Director Independence This section describes related party transactions, including unit repurchases with GIP, indemnification agreements, and approval policies - The company has a repurchase agreement with its largest unitholder, GIP, to buy back a pro rata portion of GIP's common units in conjunction with its public repurchase program, which was renewed for 2024[928][931] - The company has entered into indemnification agreements with each of the Managing Member's directors and executive officers, agreeing to indemnify them from losses and expenses arising from their service[934] - The company's policies require that related party transactions exceeding $120,000 be approved by the Audit Committee, with conflicts of interest resolved in accordance with the operating agreement, potentially involving the Conflicts Committee[935][938] Item 14. Principal Accountant Fees and Services This section details fees billed by KPMG LLP for audit and non-audit services in 2023 and 2022, all pre-approved by the Audit Committee Principal Accountant Fees (in millions) | Fee Category | 2023 | 2022 | | :--- | :--- | :--- | | Audit Fees | $2.8 | $2.8 | | Audit-Related Fees | $0.0 | $0.0 | | Tax Fees | $0.0 | $0.09 | | All Other Fees | $0.0 | $0.0 | - All audit and non-audit services provided by KPMG LLP were pre-approved by the Audit Committee[944] PART IV Item 15. Exhibits and Financial Statement Schedules This section lists all financial statements and exhibits filed as part of the Annual Report on Form 10-K - This section contains a comprehensive list of all exhibits filed with the Form 10-K, including organizational documents, material contracts, and certifications[946]