Exhibit 10.1
2016 LONG-TERM INCENTIVE PLAN
OF
NOBLE MIDSTREAM PARTNERS LP
NON-EMPLOYEE DIRECTOR
RESTRICTED UNIT AGREEMENT
THIS AGREEMENT is made and entered into as of ________________________, by and between NOBLE MIDSTREAM GP LLC, a Delaware limited partnership (the “
Company
”), which serves as the general partner of Noble Midstream Partners LP, a Delaware limited partnership (the “
Partnership
”), and ______________________ (“
Director
”).
WHEREAS, the Noble Midstream Partners LP 2016 Long-Term Incentive Plan, as amended from time to time (the “
Plan
”), which is incorporated by reference as a part of this Agreement and a copy of which has been provided to Director, provides for the grant of restricted common units of the Partnership (“
Units
”) to the Company’s Directors upon the terms and conditions specified under the Plan; and
WHEREAS, Director is a member of the Board of Directors of the Company who has been granted an award of restricted Units pursuant to the Plan, which grant is evidenced hereby;
NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows with respect to such award:
1.
Restricted Unit Award
. On the terms and conditions and subject to the restrictions, including forfeiture, hereinafter set forth and specified in the Plan, the Company hereby awards to Director, and Director hereby accepts, a restricted Unit award (the “
Award
”) of __________ Units (the “
Restricted Units
”). The Award is made effective as of ________________________ (the “
Effective Date
”). The Restricted Units shall be issued in book-entry or unit certificate form in the name of Director as of the Effective Date. The Restricted Units shall be held by the Company in escrow for Director’s benefit until such time as the Restricted Units are either forfeited by Director to the Company or the restrictions thereon terminate as set forth in this Agreement. Director shall not retain physical custody of any certificates representing Restricted Units until such time as the restrictions on such Restricted Units terminate as set forth in this Agreement. Director, by acceptance of the Award, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Director’s attorney(s)-in-fact to effect any transfer of forfeited Restricted Units to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Units in escrow while acting in good faith in the exercise of its judgment.
2.
Vesting and Forfeiture
.
a.
The Restricted Units shall be subject to a restricted period (the “
Restricted Period
”) that shall commence on the Effective Date and shall, except as provided otherwise herein or in the Plan, end on the first anniversary of the Effective Date.
b.
During the Restricted Period, the Restricted Units shall be subject to forfeiture by Director to the Company as provided in the Plan and this Agreement, and Director may not sell, assign, transfer, discount, exchange, pledge or otherwise encumber or dispose of any of the Restricted Units or any right with respect thereto.
c.
If Director remains a member of the Board throughout the Restricted Period, the restrictions applicable hereunder to the Restricted Units shall terminate, and as soon as practicable after the end of the Restricted Period, the Restricted Units shall be delivered to Director free of such restrictions together with any distributions with respect to such Restricted Units held by the Company as provided in Section 3 of this Agreement.
d.
If Director’s Service is terminated for Cause during the Restricted Period, then the Restricted Units (and any distributions with respect to such Restricted Units held as provided in Section 3 of this Agreement) shall be forfeited and transferred by Director to the Company.
e.
If Director ceases to be a member of the Board during the Restricted Period for any reason other than as set forth in the following sentence of this Section 2(e) or in Section 2(f), the Restricted Units (and any distributions with respect to such Restricted Units held as provided in Section 3 of this Agreement) shall be forfeited and transferred by Director to the Company. If Director dies or suffers a Disability during the Restricted Period while in Service as a Director, all restrictions applicable to the Restricted Units shall terminate, and as soon as practicable thereafter, the Restricted Units shall be delivered to Director free of such restrictions (or in the event of Director’s death, to Director’s estate) together with any distributions with respect to such Restricted Units then being held by the Company as provided in Section 3 of this Agreement.
f.
If, following a Change of Control during the Restricted Period, Director is terminated from the Board without Cause (at a time when Director is otherwise willing and able to continue Service), the restrictions applicable to the Restricted Units shall terminate, and the Restricted Units (and/or any successor securities or other property attributable to the Restricted Units that may result from the Change in Control), together with any distributions with respect to such Units then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Director free of such restrictions or paid, as applicable, as soon as practicable thereafter.
3.
Rights as Unitholder.
Subject to the provisions of the Plan and this Agreement, upon the issuance of the Restricted Units to Director, Director shall become the owner thereof for all purposes and shall have all rights as a unitholder, including voting rights and the right to receive distributions, with respect thereto. If the Partnership makes a distribution of any kind with respect to the Units constituting the Restricted Units, then the Partnership shall make such distribution with respect to the Restricted Units; provided, however, that the cash, stock or other securities and other property constituting such dividend or other distribution shall be held by the Company subject to
the restrictions applicable hereunder to the Restricted Units until either the Restricted Units are forfeited and transferred by Director to the Company or the restrictions thereon terminate as set forth in this Agreement. If the Restricted Units with respect to which a distribution was made are forfeited by Director pursuant to the provisions hereof, then such distribution is also forfeited and transferred to the Company. If the restrictions that imposed a substantial risk of forfeiture applicable to the Restricted Units with respect to which a distribution was made terminate in accordance with this Agreement, then Director shall be entitled to receive the amount held back with respect to such distribution, without interest, and such amount shall be delivered to Director as soon as practicable (but in no event later than sixty (60) days) after the termination of such restrictions.
4.
No Guarantee of Continued Service
. No provision of this Agreement or the Plan shall confer any right upon Director to continue in Service as a Director or otherwise.
5.
Assignment.
The Company may assign all or any portion of its rights and obligations under this Agreement. The Award, the Restricted Units and the rights and obligations of Director under this Agreement may not be sold, assigned, transferred, discounted, exchanged, pledged or otherwise encumbered or disposed of by Director other than by will or the laws of descent and distribution.
6.
No Section 83(b) Election.
Director agrees not to make an election with the Internal Revenue Service under Section 83(b) of the Code with respect to the Restricted Units.
7.
Tax Withholding.
No issuance of an unrestricted Unit (or payment of any distributions with respect to such Units held as provided in Section 3 of this Agreement) shall be made or paid pursuant to this Agreement until Director has paid or made arrangements approved by the Company to satisfy in full the applicable tax withholding requirements of the Company or Affiliate thereof with respect to such event.
8.
Binding Effect.
This Agreement shall be binding upon and inure to the benefit of (i) the Company and its successors and assigns, and (ii) Director, and Director’s heirs, devisees, executors, administrators and personal representatives.
9.
Notices.
All notices required or permitted to be given or made under this Agreement shall be in writing and shall be deemed to have been duly given or made if (i) delivered personally, (ii) transmitted by first class registered or certified United States mail, postage prepaid, return receipt requested, (iii) sent by prepaid overnight courier service, or (iv) sent by telecopy or facsimile transmission, answer back requested, to the person who is to receive it at the address that such person has theretofore specified by written notice delivered in accordance herewith. Such notices shall be effective (i) if delivered personally or sent by courier service, upon actual receipt by the intended recipient, (ii) if mailed, upon the earlier of five days after deposit in the mail or the date of delivery as shown by the return receipt therefor, or (iii) if sent by telecopy or facsimile transmission, when the answer back is received. The Company or Director may change, at any time and from time to time, by written notice to the other, the address that the Company or Director had theretofore specified for receiving notices. Until such address is changed in accordance herewith, notices under this Agreement shall be delivered or sent (i) to Director at Director’s address
as set forth in the records of the Company, or (ii) to the Company at the principal executive offices of the Company clearly marked “Attention: Corporate Secretary”.
10.
Governing Law
. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflict of laws.
11.
Further Assurances.
Director agrees to execute such additional instruments and to take all such further action as may be reasonably requested by the Company, the Partnership or their respective Affiliates to carry out the intent and purposes of this Agreement.
12.
Subject to Plan.
The Award, the Restricted Units and this Agreement are subject to all of the terms and conditions of the Plan as amended from time to time. In the event of any conflict between the terms and conditions of the Plan and those set forth in this Agreement, the terms and conditions of the Plan shall control. Capitalized terms not defined in this Agreement shall have the meaning set forth in the Plan.
13.
Entire Agreement
. This Agreement and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof.
14.
Waiver
. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition whether of like or different nature.
15.
Descriptive Headings and References
. The descriptive headings herein are inserted for convenience of reference only, do not constitute a part of this Agreement, and shall not affect in any manner the meaning or interpretation of this Agreement. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited.
16.
Signature in Counterparts
. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
17.
Electronic Documentation
. Any provision of this Agreement to the contrary notwithstanding, provisions in this Agreement setting forth a requirement for delivery of a written notice, agreement, consent, acknowledgement, or other documentation in writing, including a written signature, may be satisfied by electronic delivery of such notice, agreement, consent, acknowledgement, or other documentation, in a manner that the Board has prescribed or that is otherwise acceptable to the Board, provided that evidence of the intended recipient’s receipt of the electronic delivery is available to the Board and that such delivery is not prohibited by applicable laws and regulations.
[SIGNATURE PAGE TO FOLLOW]
IN WITNESS WHEREOF, the Company and Director have executed this Agreement as of the date first written above.
NOBLE MIDSTREAM GP LLC
By:
Name:
Title:
DIRECTOR
Director Signature
Name
Director Printed Name
Exhibit 99.1
November 2, 2016
Noble Midstream Partners Reports Third Quarter 2016 Results
Houston -
Noble Midstream Partners LP
(NYSE: NBLX) (“Noble Midstream” or the “Partnership”) today reported third quarter 2016 financial and operational results. Highlights for the quarter, as compared to the second quarter, include:
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Completed $323 million IPO of 14,375,000 units at a price of $22.50 per common unit
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•
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Net income of $22.4 million, up 55%; net income attributable to the Partnership of $16.9 million, up 58%
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Net cash provided by operating activities of $33.6 million, up 4%
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EBITDA
(1)
of $38.2 million, up 51%, or $29.6 million attributable to the Partnership, up 63%
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•
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Distributable Cash Flow (“DCF”)
(1)
attributable to the Partnership of $27.7 million, or $3.1 million for the 10 day post IPO period
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•
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Record oil and gas gathering volumes of 63.0 thousand barrels of oil equivalent per day (MBoe/d)
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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
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“We are pleased with the success of our IPO and the strong financial and operational performance of all of our business segments,” said Terry R. Gerhart, Chief Executive Officer of Noble Midstream. “Our gathering and fresh water businesses set new volume records, which translated to record EBITDA and DCF for the quarter. Our inaugural results for the third quarter reinforces our confidence in our ability to deliver 20% long-term distribution per unit growth. We remain focused on executing our growth projects while providing excellent midstream service for our customers.”
(1)
EBITDA and DCF are not Generally Accepted Accounting Principles (“GAAP”) measures. Definitions and reconciliations of these non-GAAP measures to GAAP reporting measures appear in the financial tables which follow.
1
In this release, we refer to certain results as “attributable to the Partnership.” Unless otherwise noted herein, this reflects the results of the Partnership as if it had been in existence for the entire second and third quarters of 2016 and excludes the non-controlling interests in the development companies (“DevCos”) retained by Noble Energy, Inc. ("Noble Energy") in connection with the closing of our initial public offering (“IPO”) on September 20, 2016. We believe the results “attributable to the Partnership” provide the best representation of the ongoing operations from which our unitholders will benefit.
Unless otherwise noted herein, all other results included in this release reflect the results of our predecessor for accounting purposes (our “Predecessor”), for periods prior to the closing of the IPO, as well as the results of our Partnership, for the 10 day period subsequent to the closing of the IPO.
Third Quarter 2016 Results
Oil and gas gathered volume for the quarter averaged 63.0 MBoe/d, an increase of 36% over the prior year quarter, and 7% over the second quarter 2016. Produced water gathered volume for the quarter averaged 11.6 MBw/d, an increase of 22% over the second quarter 2016.
In the third quarter, Noble Midstream delivered fresh water for the completion of 42 equivalent wells, normalized to 4,500’ lateral length, in the DJ Basin. Additionally, 45 equivalent wells were connected to our gathering system in the quarter. Nearly all of the wells put into production for the quarter utilized enhanced slickwater completions, which have improved well productivity and increased volumes gathered for new wells. These enhanced completions require more fresh water, and as a result, the amount of fresh water delivered per equivalent well more than doubled during the third quarter as compared to the second quarter 2016. During the third quarter we delivered approximately 290 MBw per equivalent well completion, as compared to approximately 120 MBw per equivalent well completion in the second quarter 2016.
Third quarter revenues were $48.2 million, with $27.0 million largely from our gathering business and $21.2 million from our fresh water business. Total revenue is up 41% compared to the second quarter 2016. Total operating expenses were $12.3 million for the third quarter, resulting in operating income of $35.9 million and net income of $22.4 million. Net cash provided by operating activities of $33.6 million is up 4% compared to the second quarter 2016.
EBITDA
(1)
was $38.2 million, or $29.6 attributable to the Partnership, up from the second quarter 51% and 63%, respectively. For the 10 day post IPO period, net income attributable to the Partnership was $3.1 million, EBITDA
(1)
attributable to the Partnership was $3.3 million, and DCF
(1)
attributable to the Partnership was $3.1 million.
(1)
EBITDA and DCF are not Generally Accepted Accounting Principles (“GAAP”) measures. Definitions and reconciliations of these non-GAAP measures to GAAP reporting measures appear in the financial tables which follow.
2
Total capital expenditures for the quarter of $8.0 million were primarily directed at gathering system extensions in East Pony and Wells Ranch, in the Colorado River DevCo.
Quarterly Distribution
The Board of Directors of Noble Midstream GP LLC will declare the first quarterly cash distribution for the Partnership following the conclusion of the fourth quarter 2016. As stated in the final prospectus for the Partnership’s IPO, the Partnership will not make a cash distribution for the period from July 1, 2016 through September 19, 2016 (the day prior to the closing of the offering). The amount of the cash distribution declared with respect to the fourth quarter 2016 will be adjusted to reflect the additional 10 day period from the closing of the offering to the start of the fourth quarter on October 1, 2016.
Financial Position and Liquidity
As of September 30, 2016, Noble Midstream had $47.5 million in cash on hand, and an undrawn $350 million unsecured revolving credit facility.
Fourth Quarter 2016 Activity Updates
We anticipate fourth quarter capital expenditures to be between $20-$25 million, primarily focused on growth projects in the Delaware Basin and for our third party customer in Greeley Crescent, as well as additional well connections in East Pony and Wells Ranch. We estimate we will connect 38 equivalent wells to our gathering system, and deliver fresh water to 37 equivalent wells for completion in the fourth quarter. Our Greeley Crescent infrastructure remains on schedule for startup in the third quarter 2017.
Yesterday, Noble Energy announced it has added one rig in the Delaware Basin, bringing total rigs in the basin to two. We remain on schedule for our initial Delaware Basin oil and produced water gathering system and related facilities to be online in the second quarter 2017.
Conference Call
Noble Midstream will host a webcast and conference call to discuss third quarter 2016 operational and financial results today at 1:00 p.m. Central Time. The live audio webcast and related presentation material is accessible on the ‘Investors’ page of the Partnership’s website at www.nblmidstream.com. Conference call numbers for participation are 877-270-2148, or 412-317-6061 for international calls. The passcode number is 2801196. A replay of the conference call will be available at the same web location following the event.
About Noble Midstream Partners LP
Noble Midstream is a growth-oriented Delaware master limited partnership formed by our sponsor, Noble Energy, to own, operate, develop and acquire a wide range of domestic midstream infrastructure assets. We currently provide crude oil, natural gas, and water-related midstream services for Noble Energy in the DJ Basin in Colorado. Our areas of focus are in the DJ Basin and the Delaware Basin in Texas. For more information, please visit www.nblmidstream.com.
This news release contains certain “forward-looking statements” within the meaning of federal securities law. Words such as “anticipates”, “believes”, “expects”, “intends”, “will”, “should”, “may”, “estimates”, and similar expressions may be used to identify forward-looking statements. Forward-looking statements are not statements of historical fact and reflect the Partnership’s current views about future events. No assurances can be given that the forward-looking statements contained in this news release will occur as projected and actual results may differ materially from those projected. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected. These risks include, without limitation, Noble Energy’s ability to meet their drilling and development plans, changes in general economic conditions, competitive conditions in the Partnership’s industry, actions taken by third-party operators, gatherers, processors and transporters, the demand for crude oil and natural gas gathering and processing services, the Partnership’s ability to successfully implement its business plan, the Partnership’s ability to complete internal growth projects on time and on budget, the price and availability of debt and equity financing, the availability and price of crude oil and natural gas to the consumer compared to the price of alternative and competing fuels, and other risks inherent in the Partnership’s business that are discussed in its most recent registration statement on Form S-1 and in other reports on file with the Securities and Exchange Commission (“SEC”). These reports are also available from the Partnership’s office or website, www.nblmidstream.com. Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Noble Midstream does not assume any obligation to update forward-looking statements should circumstances, management’s estimates, or opinions change.
This news release also contains certain non-GAAP measures of financial performance that management believes are good tools for internal use and the investment community in evaluating Noble Midstream’s overall financial performance. Please see the attached schedules for reconciliations of the non-GAAP financial measures used in this news release to the most directly comparable GAAP financial measures.
Contacts:
John Bookout
Chief Financial Officer
(832) 639-7134
john.bookout@nblmidstream.com
Chris Hickman
VP, Investor Relations
(281) 943-1622
chris.hickman@nblmidstream.com
Schedule 1
Noble Midstream Partners LP
Affiliate Revenue and Throughput Volume Statistics
(unaudited)
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Three Months Ended September 30,
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2016
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2015
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Colorado River DevCo
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Crude Oil Gathering Volumes (Bbl/d)
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44,830
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37,241
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Natural Gas Gathering Volumes (MMBtu/d)
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141,624
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70,976
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Produced Water Gathering Volumes (Bbl/d)
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11,555
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5,591
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Fresh Water Delivery Volumes (Bbl/d)
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113,466
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47,746
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Revenues: Midstream Services
—
Affiliate (in thousands)
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$
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41,899
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$
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19,049
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San Juan River DevCo
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Fresh Water Delivery Volumes (Bbl/d)
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19,211
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23,955
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Revenues: Midstream Services
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Affiliate (in thousands)
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$
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3,006
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$
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2,654
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Green River DevCo
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Fresh Water Delivery Volumes (Bbl/d)
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3,348
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—
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Revenues: Midstream Services
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Affiliate (in thousands)
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$
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625
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$
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—
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Total Gathering Systems
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Crude Oil Gathering Volumes (Bbl/d)
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44,830
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37,241
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Natural Gas Gathering Volumes (MMBtu/d)
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141,624
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70,976
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Produced Water Gathering Volumes (Bbl/d)
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11,555
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5,591
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Revenues Midstream Services
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Affiliate (in thousands)
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$
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24,250
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$
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14,032
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Total Fresh Water Delivery
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Fresh Water Services Volumes (Bbl/d)
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136,025
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71,701
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Revenues: Midstream Services
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Affiliate (in thousands)
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$
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21,280
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$
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7,671
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Schedule 2
Noble Midstream Partners LP
Consolidated Statements of Operations
(in thousands, except per unit amounts, unaudited)
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Three Months Ended September 30,
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2016
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2015
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Revenues
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Crude Oil, Natural Gas and Produced Water Gathering
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Affiliate
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$
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24,250
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$
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14,032
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Fresh Water Delivery
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Affiliate
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21,280
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7,671
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Crude Oil Treating
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Affiliate
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1,397
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967
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Other
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Affiliate
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240
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—
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Investment Income
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1,070
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1,060
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Total Revenues
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48,237
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23,730
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Costs and Expenses
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Direct Operating
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7,426
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3,481
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Depreciation and Amortization
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2,290
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1,899
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General and Administrative
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2,587
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848
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Total Operating Expenses
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12,303
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6,228
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Operating Income
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35,934
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17,502
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Other (Income) Expense
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Interest Expense, Net of Amount Capitalized
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2,462
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316
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Total Other (Income) Expense
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2,462
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316
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Income Before Income Taxes
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33,472
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17,186
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Income Tax Provision
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11,105
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6,499
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Net Income and Comprehensive Income
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22,367
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$
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10,687
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Less: Net Income Prior to the Offering on September 20, 2016
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18,046
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Net Income Subsequent to the Offering on September 20, 2016
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4,321
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Less: Net Income Attributable to Noncontrolling Interests Subsequent to the Offering on September 20, 2016
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1,228
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Net Income Attributable to Noble Midstream Partners LP Subsequent to the Offering on September 20, 2016
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$
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3,093
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Net Income Subsequent to the Offering on September 20, 2016 Per Limited Partner Unit
—
Basic and Diluted
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Common Units
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$
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0.10
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Subordinated Units
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$
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0.10
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Average Limited Partner Units Outstanding
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Basic and Diluted
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Common Units — Public
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14,375
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Common Units — Noble
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1,528
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Subordinated Units — Noble
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15,903
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EBITDA Attributable to Noble Midstream Partners LP (Non-GAAP)
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$
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29,613
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EBITDA Attributable to Noble Midstream Partners LP Subsequent to the Offering on September 20, 2016 (Non-GAAP)
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$
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3,285
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Distributable Cash Flow of Noble Midstream Partners LP (Non-GAAP)
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$
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27,731
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Distributable Cash Flow of Noble Midstream Partners LP Subsequent to the Offering on September 20, 2016 (Non-GAAP)
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$
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3,080
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Schedule 3
Noble Midstream Partners LP
Reconciliations to Distributable Cash Flow (Non-GAAP)
Non-GAAP Financial Measures
This news release, the financial tables and other supplemental information include EBITDA and Distributable Cash Flow, both of which are non-GAAP measures which may be used periodically by management when discussing our financial results with investors and analysts. The following presents a reconciliation of each of these non-GAAP financial measures to their nearest comparable GAAP measure.
We define EBITDA as net income before income taxes, net interest expense, depreciation and amortization. EBITDA is used as a supplemental financial measure by management and by external users of our financial statements, such as investors, industry analysts, lenders and ratings agencies, to assess:
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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;
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the ability of our assets to generate sufficient cash flow to make distributions to our partners;
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our ability to incur and service debt and fund capital expenditures; and
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the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.
|
We define Distributable Cash Flow as EBITDA less estimated maintenance capital expenditures. Distributable Cash Flow is used by management to evaluate our overall performance. Our partnership agreement requires us to distribute all available cash on a quarterly basis, and Distributable Cash Flow is one of the factors used by the board of directors of our general partner (the “Board”) to help determine the amount of available cash that is available to our unitholders for a given period.
We believe that the presentation of EBITDA and Distributable Cash Flow provide information useful to investors in assessing our financial condition and results of operations. The GAAP measures most directly comparable to EBITDA and Distributable Cash Flow are net income and net cash provided by operating activities. EBITDA and Distributable Cash Flow should not be considered alternatives to net income, net cash provided by (used in) operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. EBITDA and Distributable Cash Flow exclude some, but not all, items that affect net income or net cash, and these measures may vary from those of other companies. As a result, EBITDA and Distributable Cash Flow as presented below may not be comparable to similarly titled measures of other companies.
EBITDA and Distributable Cash Flow should not be considered as alternatives to GAAP measures, such as net income, operating income, cash flow from operating activities, or any other GAAP measure of financial performance.
Schedule 3 (Continued)
Noble Midstream Partners LP
Reconciliations to Distributable Cash Flow (Non-GAAP)
Reconciliation of Net Income (GAAP) to Distributable Cash Flow (Non-GAAP)
(in thousands, unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
|
Schedule 3 (Continued)
Noble Midstream Partners LP
Reconciliations to Distributable Cash Flow (Non-GAAP)
Reconciliation of Net Cash Provided by Operating Activities (GAAP) to Distributable Cash Flow (Non-GAAP)
(in thousands, unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
|
Schedule 4
Noble Midstream Partners LP
Consolidated Balance Sheets
(in thousands, unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
