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Delaware
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001-37640
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47-3011449
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(State or other jurisdiction of
incorporation or organization)
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Commission
File Number
|
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(I.R.S. Employer
Identification No.)
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|
|||
1001 Noble Energy Way,
Houston, Texas
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77070
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(Address of principal executive offices)
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(Zip Code)
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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(d)
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Election of Director
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(d)
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Exhibits.
|
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99.1
|
Press Release dated November 2, 2016 announcing results for the fiscal quarter ended September 30, 2016.
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10.1
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Form of Non-Employee Director Restricted Unit Agreement under the Partnership’s 2016 Long-Term Incentive Plan.
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NOBLE MIDSTREAM PARTNERS LP
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|||
Date:
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November 2, 2016
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By:
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/s/ John F. Bookout, IV
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John F. Bookout, IV
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Chief Financial Officer
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Exhibit No.
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Description
|
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99.1
|
|
Press Release dated November 2, 2016 announcing results for the fiscal quarter ended September 30, 2016.
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10.1
|
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Form of Non-Employee Director Restricted Unit Agreement under the Partnership’s 2016 Long-Term Incentive Plan.
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NEWS RELEASE
|
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•
|
Completed $323 million IPO of 14,375,000 units at a price of $22.50 per common unit
|
•
|
Net income of $22.4 million, up 55%; net income attributable to the Partnership of $16.9 million, up 58%
|
•
|
Net cash provided by operating activities of $33.6 million, up 4%
|
•
|
EBITDA
(1)
of $38.2 million, up 51%, or $29.6 million attributable to the Partnership, up 63%
|
•
|
Distributable Cash Flow (“DCF”)
(1)
attributable to the Partnership of $27.7 million, or $3.1 million for the 10 day post IPO period
|
•
|
Record oil and gas gathering volumes of 63.0 thousand barrels of oil equivalent per day (MBoe/d)
|
•
|
Record produced water gathering and fresh water delivery volumes of 11.6 thousand barrels of water per day (MBw/d) and 136.0 MBw/d, respectively
|
|
Three Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
Colorado River DevCo
|
|
|
|
||||
Crude Oil Gathering Volumes (Bbl/d)
|
44,830
|
|
|
37,241
|
|
||
Natural Gas Gathering Volumes (MMBtu/d)
|
141,624
|
|
|
70,976
|
|
||
Produced Water Gathering Volumes (Bbl/d)
|
11,555
|
|
|
5,591
|
|
||
Fresh Water Delivery Volumes (Bbl/d)
|
113,466
|
|
|
47,746
|
|
||
Revenues: Midstream Services
—
Affiliate (in thousands)
|
$
|
41,899
|
|
|
$
|
19,049
|
|
|
|
|
|
||||
San Juan River DevCo
|
|
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|
||||
Fresh Water Delivery Volumes (Bbl/d)
|
19,211
|
|
|
23,955
|
|
||
Revenues: Midstream Services
—
Affiliate (in thousands)
|
$
|
3,006
|
|
|
$
|
2,654
|
|
|
|
|
|
||||
Green River DevCo
|
|
|
|
||||
Fresh Water Delivery Volumes (Bbl/d)
|
3,348
|
|
|
—
|
|
||
Revenues: Midstream Services
—
Affiliate (in thousands)
|
$
|
625
|
|
|
$
|
—
|
|
|
|
|
|
||||
Total Gathering Systems
|
|
|
|
||||
Crude Oil Gathering Volumes (Bbl/d)
|
44,830
|
|
|
37,241
|
|
||
Natural Gas Gathering Volumes (MMBtu/d)
|
141,624
|
|
|
70,976
|
|
||
Produced Water Gathering Volumes (Bbl/d)
|
11,555
|
|
|
5,591
|
|
||
Revenues Midstream Services
—
Affiliate (in thousands)
|
$
|
24,250
|
|
|
$
|
14,032
|
|
|
|
|
|
||||
Total Fresh Water Delivery
|
|
|
|
||||
Fresh Water Services Volumes (Bbl/d)
|
136,025
|
|
|
71,701
|
|
||
Revenues: Midstream Services
—
Affiliate (in thousands)
|
$
|
21,280
|
|
|
$
|
7,671
|
|
|
Three Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
Revenues
|
|
|
|
||||
Crude Oil, Natural Gas and Produced Water Gathering
—
Affiliate
|
$
|
24,250
|
|
|
$
|
14,032
|
|
Fresh Water Delivery
—
Affiliate
|
21,280
|
|
|
7,671
|
|
||
Crude Oil Treating
—
Affiliate
|
1,397
|
|
|
967
|
|
||
Other
—
Affiliate
|
240
|
|
|
—
|
|
||
Investment Income
|
1,070
|
|
|
1,060
|
|
||
Total Revenues
|
48,237
|
|
|
23,730
|
|
||
Costs and Expenses
|
|
|
|
||||
Direct Operating
|
7,426
|
|
|
3,481
|
|
||
Depreciation and Amortization
|
2,290
|
|
|
1,899
|
|
||
General and Administrative
|
2,587
|
|
|
848
|
|
||
Total Operating Expenses
|
12,303
|
|
|
6,228
|
|
||
Operating Income
|
35,934
|
|
|
17,502
|
|
||
Other (Income) Expense
|
|
|
|
||||
Interest Expense, Net of Amount Capitalized
|
2,462
|
|
|
316
|
|
||
Total Other (Income) Expense
|
2,462
|
|
|
316
|
|
||
Income Before Income Taxes
|
33,472
|
|
|
17,186
|
|
||
Income Tax Provision
|
11,105
|
|
|
6,499
|
|
||
Net Income and Comprehensive Income
|
22,367
|
|
|
$
|
10,687
|
|
|
Less: Net Income Prior to the Offering on September 20, 2016
|
18,046
|
|
|
|
|||
Net Income Subsequent to the Offering on September 20, 2016
|
4,321
|
|
|
|
|||
Less: Net Income Attributable to Noncontrolling Interests Subsequent to the Offering on September 20, 2016
|
1,228
|
|
|
|
|||
Net Income Attributable to Noble Midstream Partners LP Subsequent to the Offering on September 20, 2016
|
$
|
3,093
|
|
|
|
||
|
|
|
|
||||
Net Income Subsequent to the Offering on September 20, 2016 Per Limited Partner Unit
—
Basic and Diluted
|
|
|
|
||||
Common Units
|
$
|
0.10
|
|
|
|
||
Subordinated Units
|
$
|
0.10
|
|
|
|
||
|
|
|
|
||||
Average Limited Partner Units Outstanding
—
Basic and Diluted
|
|
|
|
||||
Common Units — Public
|
14,375
|
|
|
|
|||
Common Units — Noble
|
1,528
|
|
|
|
|||
Subordinated Units — Noble
|
15,903
|
|
|
|
|||
|
|
|
|
||||
EBITDA Attributable to Noble Midstream Partners LP (Non-GAAP)
|
$
|
29,613
|
|
|
|
||
EBITDA Attributable to Noble Midstream Partners LP Subsequent to the Offering on September 20, 2016 (Non-GAAP)
|
$
|
3,285
|
|
|
|
||
|
|
|
|
||||
Distributable Cash Flow of Noble Midstream Partners LP (Non-GAAP)
|
$
|
27,731
|
|
|
|
||
Distributable Cash Flow of Noble Midstream Partners LP Subsequent to the Offering on September 20, 2016 (Non-GAAP)
|
$
|
3,080
|
|
|
|
•
|
our operating performance as compared to those of other companies in the midstream energy industry, without regard to financing methods, historical cost basis or capital structure;
|
•
|
the ability of our assets to generate sufficient cash flow to make distributions to our partners;
|
•
|
our ability to incur and service debt and fund capital expenditures; and
|
•
|
the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.
|
|
Three Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
Reconciliation from Net Income (GAAP) to Distributable Cash Flow (Non-GAAP)
|
|
|
|
||||
Net Income and Comprehensive Income (GAAP)
|
$
|
22,367
|
|
|
$
|
10,687
|
|
Add:
|
|
|
|
||||
Depreciation and Amortization
|
2,290
|
|
|
1,899
|
|
||
Interest Expense, Net of Amount Capitalized
|
2,462
|
|
|
316
|
|
||
Income Tax Provision
|
11,105
|
|
|
6,499
|
|
||
EBITDA (Non-GAAP)
|
38,224
|
|
|
$
|
19,401
|
|
|
Less:
|
|
|
|
||||
EBITDA Attributable to Noncontrolling Interests
(1)
|
8,611
|
|
|
|
|||
EBITDA Attributable to Noble Midstream Partners LP (Non-GAAP)
|
29,613
|
|
|
|
|||
Less:
|
|
|
|
||||
Maintenance Capital Expenditures
|
1,882
|
|
|
|
|||
Distributable Cash Flow of Noble Midstream Partners LP (Non-GAAP)
|
$
|
27,731
|
|
|
|
|
Three Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
Reconciliation from Net Income (GAAP) to Distributable Cash Flow (Non-GAAP)
|
|
|
|
||||
Net Income and Comprehensive Income (GAAP)
|
$
|
22,367
|
|
|
$
|
10,687
|
|
Add:
|
|
|
|
||||
Depreciation and Amortization
|
2,290
|
|
|
1,899
|
|
||
Interest Expense, Net of Amount Capitalized
|
2,462
|
|
|
316
|
|
||
Income Tax Provision
|
11,105
|
|
|
6,499
|
|
||
EBITDA (Non-GAAP)
|
38,224
|
|
|
$
|
19,401
|
|
|
Less:
|
|
|
|
||||
EBITDA Attributable to Noncontrolling Interests
(1)
|
8,611
|
|
|
|
|||
EBITDA Attributable to the Partnership Prior to the Offering on September 20, 2016
|
26,328
|
|
|
|
|||
EBITDA Attributable to Noble Midstream Partners LP Subsequent to the Offering on September 20, 2016 (Non-GAAP)
|
3,285
|
|
|
|
|||
Less:
|
|
|
|
||||
Maintenance Capital Expenditures
|
205
|
|
|
|
|||
Distributable Cash Flow of Noble Midstream Partners LP Subsequent to the Offering on September 20, 2016 (Non-GAAP)
|
$
|
3,080
|
|
|
|
(1)
|
Noncontrolling interest has been calculated as if the Partnership had been in existence for the entire third quarter of 2016.
|
|
Three Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
Reconciliation from Net Cash Provided by Operating Activities (GAAP) to Distributable Cash Flow (Non-GAAP)
|
|
|
|
||||
Net Cash Provided by Operating Activities (GAAP)
|
$
|
33,564
|
|
|
$
|
11,345
|
|
Add:
|
|
|
|
||||
Interest Expense, Net of Amount Capitalized
|
2,462
|
|
|
316
|
|
||
Changes in Operating Assets and Liabilities
|
11,617
|
|
|
7,935
|
|
||
Change in Income Tax Payable
|
(9,367
|
)
|
|
(162
|
)
|
||
Stock Based Compensation and Other
|
(52
|
)
|
|
(33
|
)
|
||
EBITDA (Non-GAAP)
|
38,224
|
|
|
$
|
19,401
|
|
|
Less:
|
|
|
|
||||
EBITDA Attributable to Noncontrolling Interests
(1)
|
8,611
|
|
|
|
|||
EBITDA Attributable to Noble Midstream Partners LP (Non-GAAP)
|
29,613
|
|
|
|
|||
Less:
|
|
|
|
||||
Maintenance Capital Expenditures
|
1,882
|
|
|
|
|||
Distributable Cash Flow of Noble Midstream Partners LP (Non-GAAP)
|
$
|
27,731
|
|
|
|
|
Three Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
Reconciliation from Net Cash Provided by Operating Activities (GAAP) to Distributable Cash Flow (Non-GAAP)
|
|
|
|
||||
Net Cash Provided by Operating Activities (GAAP)
|
$
|
33,564
|
|
|
$
|
11,345
|
|
Add:
|
|
|
|
||||
Interest Expense, Net of Amount Capitalized
|
2,462
|
|
|
316
|
|
||
Changes in Operating Assets and Liabilities
|
11,617
|
|
|
7,935
|
|
||
Change in Income Tax Payable
|
(9,367
|
)
|
|
(162
|
)
|
||
Stock Based Compensation and Other
|
(52
|
)
|
|
(33
|
)
|
||
EBITDA (Non-GAAP)
|
38,224
|
|
|
$
|
19,401
|
|
|
Less:
|
|
|
|
||||
EBITDA Attributable to Noncontrolling Interests
(1)
|
8,611
|
|
|
|
|||
EBITDA Attributable to the Partnership Prior to the Offering on September 20, 2016
|
26,328
|
|
|
|
|||
EBITDA Attributable to Noble Midstream Partners LP Subsequent to the Offering on September 20, 2016 (Non-GAAP)
|
3,285
|
|
|
|
|||
Less:
|
|
|
|
||||
Maintenance Capital Expenditures
|
205
|
|
|
|
|||
Distributable Cash Flow of Noble Midstream Partners LP Subsequent to the Offering on September 20, 2016 (Non-GAAP)
|
$
|
3,080
|
|
|
|
(1)
|
Noncontrolling interest has been calculated as if the Partnership had been in existence for the entire third quarter of 2016.
|
|
September 30,
2016 |
|
December 31,
2015 |
|||||
ASSETS
|
|
|
|
|||||
Current Assets
|
|
|
|
|||||
Cash and Cash Equivalents
|
$
|
47,469
|
|
|
$
|
26,612
|
|
|
Accounts Receivable — Affiliate
|
17,544
|
|
|
13,250
|
|
|||
Other Current Assets
|
96
|
|
|
83
|
|
|||
Total Current Assets
|
65,109
|
|
|
39,945
|
|
|||
Property, Plant and Equipment
|
|
|
|
|||||
Total Property, Plant and Equipment, Gross
|
291,132
|
|
|
273,722
|
|
|||
Less: Accumulated Depreciation and Amortization
|
(29,291
|
)
|
|
(22,789
|
)
|
|||
Total Property, Plant and Equipment, Net
|
261,841
|
|
|
250,933
|
|
|||
Investments
|
11,463
|
|
|
12,279
|
|
|||
Deferred Charges
|
2,453
|
|
|
2,161
|
|
|||
Total Assets
|
$
|
340,866
|
|
|
$
|
305,318
|
|
|
LIABILITIES
|
|
|
|
|||||
Current Liabilities
|
|
|
|
|||||
Accounts Payable — Affiliate
|
$
|
3,216
|
|
|
$
|
4,735
|
|
|
Accounts Payable — Trade
|
9,403
|
|
|
18,356
|
|
|||
Current Portion of Capital Lease
|
3,705
|
|
|
—
|
|
|||
Other Current Liabilities
|
1,200
|
|
|
1,154
|
|
|||
Total Current Liabilities
|
17,524
|
|
|
24,245
|
|
|||
Deferred Tax Liability
|
—
|
|
|
13,140
|
|
|||
Asset Retirement Obligations
|
4,987
|
|
|
3,612
|
|
|||
Long-Term Portion of Capital Lease
|
1,226
|
|
|
—
|
|
|||
Other Long-Term Liabilities
|
708
|
|
|
782
|
|
|||
Total Liabilities
|
24,445
|
|
|
41,779
|
|
|||
EQUITY
|
|
|
|
|||||
Parent Net Investment
|
—
|
|
|
263,539
|
|
|||
Partners' Equity
|
|
|
|
|||||
Limited Partner
|
|
|
|
|||||
Common Units — Public (14,375 units outstanding as of September 30, 2016)
|
300,686
|
|
—
|
|
—
|
|
||
Common Units — Noble (1,528 units outstanding as of September 30, 2016)
|
(4,752
|
)
|
|
—
|
|
|||
Subordinated Units — Noble (15,903 units outstanding as of September 30, 2016)
|
(49,482
|
)
|
|
—
|
|
|||
Noncontrolling Interests
|
69,969
|
|
|
—
|
|
|||
Total Equity
|
316,421
|
|
|
263,539
|
|
|||
Total Liabilities and Equity
|
$
|
340,866
|
|
|
$
|
305,318
|
|