Delaware
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47-3011449
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. employer identification number)
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1001 Noble Energy Way
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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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(281) 872-3100
(Registrant’s telephone number, including area code)
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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Emerging growth company
ý
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(Do not check if a smaller reporting company)
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Part I.
Financial Information
|
|
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Item 1.
Financial Statements
|
|
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Item 4.
Controls and Procedures
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Part II.
Other Information
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Item 1.
Legal Proceedings
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Item 1A.
Risk Factors
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Item 5.
Other Information
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Item 6.
Exhibits
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Three Months Ended March 31,
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||||||
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2017
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|
2016
|
||||
Revenues
|
|
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|
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|
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Midstream Services — Affiliate
|
$
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50,314
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|
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$
|
32,123
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Costs and Expenses
|
|
|
|
||||
Direct Operating
|
11,401
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5,888
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||
Depreciation and Amortization
|
2,449
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|
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2,144
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|
||
General and Administrative
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2,742
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2,654
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Total Operating Expenses
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16,592
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10,686
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Operating Income
|
33,722
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21,437
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Other (Income) Expense
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||||
Interest Expense, Net of Amount Capitalized
|
267
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|
|
910
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|
||
Investment Income
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(1,065
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)
|
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(1,293
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)
|
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Total Other (Income) Expense
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(798
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)
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(383
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)
|
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Income Before Income Taxes
|
34,520
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21,820
|
|
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Income Tax Provision
|
—
|
|
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8,310
|
|
||
Net Income and Comprehensive Income
|
34,520
|
|
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$
|
13,510
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Less: Net Income Attributable to Noncontrolling Interests
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10,178
|
|
|
|
|||
Net Income Attributable to Noble Midstream Partners LP
|
$
|
24,342
|
|
|
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||
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||||
Net Income Attributable to Noble Midstream Partners LP Per Limited Partner Unit
—
Basic and Diluted
|
|
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|
||||
Common Units
|
$
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0.77
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Subordinated Units
|
$
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0.77
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|
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||
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|
||||
Weighted Average Limited Partner Units Outstanding
—
Basic
|
|
|
|
||||
Common Units — Public
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14,375
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|
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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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||
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|
||||
Weighted Average Limited Partner Units Outstanding
—
Diluted
|
|
|
|
||||
Common Units — Public
|
14,381
|
|
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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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March 31,
2017 |
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December 31,
2016 |
||||
ASSETS
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||||
Current Assets
|
|
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|
||||
Cash and Cash Equivalents
|
$
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38,859
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$
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57,421
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Accounts Receivable — Affiliate
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21,209
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19,191
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Other Current Assets
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263
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|
|
380
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Total Current Assets
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60,331
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76,992
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Property, Plant and Equipment
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|
|
|
||||
Total Property, Plant and Equipment, Gross
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386,756
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|
311,045
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Less: Accumulated Depreciation and Amortization
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(34,018
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)
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(31,642
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)
|
||
Total Property, Plant and Equipment, Net
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352,738
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279,403
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Investments
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12,392
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11,151
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Deferred Charges
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1,717
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1,813
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Total Assets
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$
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427,178
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$
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369,359
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LIABILITIES
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||||
Current Liabilities
|
|
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||||
Accounts Payable — Affiliate
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$
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740
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$
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1,452
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Accounts Payable — Trade
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55,548
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|
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12,501
|
|
||
Current Portion of Capital Lease
|
4,060
|
|
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4,786
|
|
||
Other Current Liabilities
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2,399
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1,617
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||
Total Current Liabilities
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62,747
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20,356
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Asset Retirement Obligations
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5,486
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5,415
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Other Long-Term Liabilities
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659
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683
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Total Liabilities
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68,892
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26,454
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|
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EQUITY
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||||
Partners' Equity
|
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|
||||
Limited Partner
|
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|
||||
Common Units — Public (14,375 units outstanding as of March 31, 2017 and December 31, 2016)
|
316,772
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311,872
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||
Common Units — Noble (1,528 units outstanding as of March 31, 2017 and December 31, 2016)
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(3,027
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)
|
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(3,534
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)
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||
Subordinated Units — Noble (15,903 units outstanding as of March 31, 2017 and December 31, 2016)
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(31,519
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)
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(36,799
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)
|
||
Noncontrolling Interests
|
76,060
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71,366
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Total Equity
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358,286
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342,905
|
|
||
Total Liabilities and Equity
|
$
|
427,178
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$
|
369,359
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|
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Three Months Ended March 31,
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||||||
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2017
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2016
|
||||
Cash Flows From Operating Activities
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|
||||
Net Income and Comprehensive Income
|
$
|
34,520
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$
|
13,510
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Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities
|
|
|
|
||||
Depreciation and Amortization
|
2,449
|
|
|
2,144
|
|
||
Deferred Income Taxes
|
—
|
|
|
3,993
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|
||
Other Adjustments for Noncash Items Included in Income
|
222
|
|
|
75
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|
||
Changes in Operating Assets and Liabilities
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|
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|
||||
Increase in Accounts Receivable — Affiliate
|
(3,322
|
)
|
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(9,803
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)
|
||
Increase in Current Income Taxes Payable
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—
|
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4,153
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|
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(Decrease) Increase in Accounts Payable
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(2,518
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)
|
|
464
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|
||
Other Operating Assets and Liabilities, Net
|
874
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|
63
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|
||
Net Cash Provided by Operating Activities
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32,225
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14,599
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Cash Flows From Investing Activities
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|
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|
||||
Additions to Property, Plant and Equipment
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(32,298
|
)
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(11,906
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)
|
||
Additions to Investments
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(414
|
)
|
|
(35
|
)
|
||
Distributions from Investments
|
123
|
|
|
280
|
|
||
Net Cash Used in Investing Activities
|
(32,589
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)
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|
(11,661
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)
|
||
Cash Flows From Financing Activities
|
|
|
|
||||
Distributions to Parent
|
—
|
|
|
(21,480
|
)
|
||
Contributions from Parent
|
—
|
|
|
223
|
|
||
Distributions to Noncontrolling Interests
|
(11,267
|
)
|
|
—
|
|
||
Cash Contributions from Noncontrolling Interests
|
7,087
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|
|
—
|
|
||
Distributions to Unitholders
|
(13,782
|
)
|
|
—
|
|
||
Repayment of Capital Lease Obligation
|
(236
|
)
|
|
—
|
|
||
Net Cash Used in Financing Activities
|
(18,198
|
)
|
|
(21,257
|
)
|
||
Decrease in Cash and Cash Equivalents
|
(18,562
|
)
|
|
(18,319
|
)
|
||
Cash and Cash Equivalents at Beginning of Period
|
57,421
|
|
|
26,612
|
|
||
Cash and Cash Equivalents at End of Period
|
$
|
38,859
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|
|
$
|
8,293
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|
|
Predecessor
|
|
Partnership
|
|
|
||||||||||||||
|
Parent Net Investment
|
|
Common Units — Public
|
Common Units — Noble
|
Subordinated Units —
Noble |
Noncontrolling Interests
|
Total
|
||||||||||||
December 31, 2015
|
$
|
263,539
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
263,539
|
|
Net Income
|
13,510
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
13,510
|
|
||||||
Contributions from Parent
|
297
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
297
|
|
||||||
Distributions to Parent
|
(21,480
|
)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(21,480
|
)
|
||||||
March 31, 2016
|
$
|
255,866
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
255,866
|
|
|
|
|
|
|
|
|
|
||||||||||||
December 31, 2016
|
$
|
—
|
|
|
$
|
311,872
|
|
$
|
(3,534
|
)
|
$
|
(36,799
|
)
|
$
|
71,366
|
|
$
|
342,905
|
|
Net Income
|
—
|
|
|
11,002
|
|
1,169
|
|
12,171
|
|
10,178
|
|
34,520
|
|
||||||
Contributions from Noncontrolling Interests
|
—
|
|
|
—
|
|
—
|
|
—
|
|
5,783
|
|
5,783
|
|
||||||
Distributions to Noncontrolling Interests
|
—
|
|
|
—
|
|
—
|
|
—
|
|
(11,267
|
)
|
(11,267
|
)
|
||||||
Distributions to Unitholders
|
—
|
|
|
(6,229
|
)
|
(662
|
)
|
(6,891
|
)
|
—
|
|
(13,782
|
)
|
||||||
Unit Based Compensation
|
—
|
|
|
127
|
|
—
|
|
—
|
|
—
|
|
127
|
|
||||||
March 31, 2017
|
$
|
—
|
|
|
$
|
316,772
|
|
$
|
(3,027
|
)
|
$
|
(31,519
|
)
|
$
|
76,060
|
|
$
|
358,286
|
|
•
|
crude oil and natural gas gathering systems;
|
•
|
crude oil treating facilities;
|
•
|
produced water collection, gathering, and cleaning systems; and
|
•
|
fresh water storage and delivery systems.
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Midstream Services — Affiliate
|
|
|
|
||||
Crude Oil, Natural Gas and Produced Water Gathering
|
$
|
28,409
|
|
|
$
|
21,574
|
|
Fresh Water Delivery
|
20,319
|
|
|
8,875
|
|
||
Crude Oil Treating
|
1,267
|
|
|
1,275
|
|
||
Other
|
319
|
|
|
399
|
|
||
Total Midstream Services — Affiliate
|
$
|
50,314
|
|
|
$
|
32,123
|
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
2017
|
|
2016
|
||||
General and Administrative Expense
—
Affiliate
|
$
|
1,713
|
|
|
$
|
1,847
|
|
General and Administrative Expense
—
Third Party
|
1,029
|
|
|
807
|
|
||
Total General and Administrative Expense
|
$
|
2,742
|
|
|
$
|
2,654
|
|
(in thousands)
|
March 31, 2017
|
|
December 31, 2016
|
||||
Crude Oil, Natural Gas and Produced Water Gathering Systems and Facilities
|
$
|
202,351
|
|
|
$
|
201,323
|
|
Fresh Water Delivery Systems
(1)
|
57,067
|
|
|
56,792
|
|
||
Crude Oil Treating Facilities
|
20,099
|
|
|
20,099
|
|
||
Construction-in-Progress
(2)
|
107,239
|
|
|
32,831
|
|
||
Total Property, Plant and Equipment, at Cost
|
386,756
|
|
|
311,045
|
|
||
Accumulated Depreciation and Amortization
|
(34,018
|
)
|
|
(31,642
|
)
|
||
Property, Plant and Equipment, Net
|
$
|
352,738
|
|
|
$
|
279,403
|
|
(1)
|
Fresh water delivery system assets at
March 31, 2017
and
December 31, 2016
include
$5 million
related to a leased pond accounted for as a capital lease.
|
(2)
|
Construction-in-progress at
March 31, 2017
primarily includes
$91.6 million
in gathering system projects and
$15.6 million
in fresh water delivery system projects. Construction-in-progress at
December 31, 2016
primarily includes
$27.6 million
in gathering system projects and
$5.2 million
in fresh water delivery system projects.
|
•
|
a consolidated leverage ratio prior to the date that consolidated EBITDA for four fiscal quarters is less than
$135 million
, of less than or equal to
4.00
to 1.00 (except following certain acquisitions the consolidated leverage ratio shall be less than or equal to
4.50
to 1.00);
|
•
|
a consolidated leverage ratio on or after the date that consolidated EBITDA for four fiscal quarters exceeds
$135 million
, of less than or equal to
5.00
to 1.00 (except following certain acquisitions the consolidated leverage ratio shall be less than or equal to
5.50
to 1.00); and
|
•
|
a consolidated interest coverage ratio of not less than
3.00
to 1.00.
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Asset Retirement Obligations, Beginning Balance
|
$
|
5,415
|
|
|
$
|
3,612
|
|
Accretion Expense
(1)
|
71
|
|
|
42
|
|
||
Asset Retirement Obligations, Ending Balance
|
$
|
5,486
|
|
|
$
|
3,654
|
|
(1)
|
Accretion expense is included in depreciation and amortization
expense in the consolidated statements of
operations.
|
(in thousands)
|
|
Gathering Systems
(1)
|
|
Fresh Water Delivery
(1)
|
|
Investments and Other
(1)
|
|
Consolidated
|
||||||||
Three Months Ended March 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Revenues: Midstream Services — Affiliate
|
|
$
|
29,995
|
|
|
$
|
20,319
|
|
|
$
|
—
|
|
|
$
|
50,314
|
|
Income (Loss) Before Income Taxes
(2)
|
|
23,254
|
|
|
13,333
|
|
|
(2,067
|
)
|
|
34,520
|
|
||||
Three Months Ended March 31, 2016
|
|
|
|
|
|
|
|
|
||||||||
Revenues: Midstream Services — Affiliate
|
|
$
|
23,248
|
|
|
$
|
8,875
|
|
|
$
|
—
|
|
|
$
|
32,123
|
|
Income (Loss) before Income Taxes
|
|
19,860
|
|
|
4,321
|
|
|
(2,361
|
)
|
|
21,820
|
|
||||
March 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Total Assets
|
|
$
|
287,213
|
|
|
$
|
65,525
|
|
|
$
|
74,440
|
|
|
$
|
427,178
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
||||||||
Total Assets
|
|
$
|
224,861
|
|
|
$
|
54,542
|
|
|
$
|
89,956
|
|
|
$
|
369,359
|
|
(1)
|
The Investments in White Cliffs and Other segment includes activity associated with the White Cliffs Interest as well all general Partnership activity not attributable to our DevCos. All activity associated with our DevCos is captured within the Gathering Systems and Fresh Water Delivery reportable segments. As our DevCos represent VIEs, see the Gathering Systems and Fresh Water Delivery reportable segments for our VIEs impact to the consolidated financial statements.
|
(2)
|
For periods subsequent to the Offering, our consolidated financial statements do not include a provision for income taxes, as we are treated as a partnership for federal and state income tax purposes. Each partner is separately taxed on its share of taxable income.
|
|
Number of Units
|
|
Weighted Average Award Date Fair Value
|
|||
Awarded and Unvested Units at December 31, 2016
|
7,868
|
|
|
$
|
30.50
|
|
Awarded
|
20,326
|
|
|
44.59
|
|
|
Awarded and Unvested Units at March 31, 2017
|
28,194
|
|
|
$
|
40.66
|
|
|
|
|
|
Distributions
|
||||||||||
Period
|
Record Date
|
Distribution Date
|
Distribution per Common Unit
|
Common Unitholders
|
Subordinated Unitholders
|
Total
|
||||||||
Q4 2016
(1)
|
February 6, 2017
|
February 14, 2017
|
$
|
0.4333
|
|
$
|
6,891
|
|
$
|
6,891
|
|
$
|
13,782
|
|
(1)
|
The distribution for the fourth quarter 2016 is comprised of
$0.3925
per unit for the fourth quarter 2016 and
$0.0408
per unit for the
10
-day period beginning on the closing of the Offering on September 20, 2016 and ending on September 30, 2016.
|
(in thousands except per unit amounts)
|
Common Units — Public
|
|
Common Units — Noble
|
|
Subordinated Units — Noble
|
|
Total
|
||||||||
Three Months Ended March 31, 2017
|
|
|
|
|
|
|
|
||||||||
Distribution Declared
(1)
|
$
|
5,905
|
|
|
$
|
628
|
|
|
$
|
6,533
|
|
|
$
|
13,066
|
|
Income in Excess of Distribution
|
5,097
|
|
|
541
|
|
|
5,638
|
|
|
11,276
|
|
||||
Net Income Attributable to Noble Midstream Partners LP
|
$
|
11,002
|
|
|
$
|
1,169
|
|
|
$
|
12,171
|
|
|
$
|
24,342
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted Average Units Outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
14,375
|
|
|
1,528
|
|
|
15,903
|
|
|
31,806
|
|
||||
Diluted
|
14,381
|
|
|
1,528
|
|
|
15,903
|
|
|
31,812
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net Income Attributable to Noble Midstream Partners LP Per Limited Partner Unit:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.77
|
|
|
$
|
0.77
|
|
|
$
|
0.77
|
|
|
$
|
0.77
|
|
Diluted
|
$
|
0.77
|
|
|
$
|
0.77
|
|
|
$
|
0.77
|
|
|
$
|
0.77
|
|
|
|
|
|
|
|
|
|
||||||||
Antidilutive Restricted Units
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
(1)
|
On April 27, 2017, the board of directors of our general partner declared a quarterly cash distribution of
$0.4108
per common unit. The distribution will be paid on May 15, 2017, to unitholders of record on May 8, 2017.
|
•
|
•
|
•
|
Results of Operations
; and
|
•
|
•
|
average crude oil gathering volumes of
44.2
MBbl/d;
|
•
|
average natural gas gathering volumes of
146.4
BBtu/d;
|
•
|
average produced water gathered volumes of
9.1
MBbl/d; and
|
•
|
average fresh water delivered volumes of
129.5
MBbl/d.
|
•
|
net income of
$34.5 million
, of which
$24.3 million
is attributable to the Partnership;
|
•
|
net cash provided by operating activities of
$32.2 million
;
|
•
|
capital expenditures of
$77.1 million
;
|
•
|
EBITDA (non-GAAP financial measure) of
$37.2 million
, of which
$26.4 million
is attributable to the Partnership; and
|
•
|
distributable cash flow (non-GAAP financial measure) of
$24.1 million
.
|
•
|
pace of our customers' development;
|
•
|
operating and construction costs and our ability to achieve material supplier price reductions;
|
•
|
impact of new laws and regulations on our business practices;
|
•
|
indebtedness levels; and
|
•
|
availability of financing or other sources of funding.
|
|
Three Months Ended March 31,
|
||||||
(thousands)
|
2017
|
|
2016
|
||||
Revenues
|
|
|
|
||||
Midstream Services — Affiliate
|
$
|
50,314
|
|
|
$
|
32,123
|
|
Costs and Expenses
|
|
|
|
||||
Direct Operating
|
11,401
|
|
|
5,888
|
|
||
Depreciation and Amortization
|
2,449
|
|
|
2,144
|
|
||
General and Administrative
|
2,742
|
|
|
2,654
|
|
||
Total Operating Expenses
|
16,592
|
|
|
10,686
|
|
||
Operating Income
|
33,722
|
|
|
21,437
|
|
||
Other (Income) Expense
|
|
|
|
||||
Interest Expense, Net of Amount Capitalized
|
267
|
|
|
910
|
|
||
Investment Income
|
(1,065
|
)
|
|
(1,293
|
)
|
||
Total Other (Income) Expense
|
(798
|
)
|
|
(383
|
)
|
||
Income Before Income Taxes
|
34,520
|
|
|
21,820
|
|
||
Income Tax Provision
|
—
|
|
|
8,310
|
|
||
Net Income and Comprehensive Income
|
34,520
|
|
|
$
|
13,510
|
|
|
Less: Net Income Attributable to Noncontrolling Interests
|
10,178
|
|
|
|
|||
Net Income Attributable to Noble Midstream Partners LP
|
$
|
24,342
|
|
|
|
||
|
|
|
|
||||
EBITDA Attributable to Noble Midstream Partners LP
|
$
|
26,374
|
|
|
|
||
|
|
|
|
||||
Distributable Cash Flow of Noble Midstream Partners LP
|
$
|
24,098
|
|
|
|
•
|
throughput volumes;
|
•
|
operating costs and expenses;
|
•
|
EBITDA (non-GAAP financial measure);
|
•
|
distributable cash flow (non-GAAP financial measure); and
|
•
|
capital expenditures.
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Colorado River DevCo
|
|
|
|
||||
Crude Oil Gathering Volumes (Bbl/d)
|
44,235
|
|
|
50,096
|
|
||
Natural Gas Gathering Volumes (MMBtu/d)
|
146,430
|
|
|
99,752
|
|
||
Produced Water Gathering Volumes (Bbl/d)
|
9,052
|
|
|
10,282
|
|
||
Fresh Water Delivery Volumes (Bbl/d)
|
73,825
|
|
|
43,583
|
|
||
Gathering and Fresh Water Delivery Revenues
—
Affiliate (in thousands)
|
$
|
36,211
|
|
|
$
|
28,368
|
|
|
|
|
|
||||
San Juan River DevCo
|
|
|
|
||||
Fresh Water Delivery Volumes (Bbl/d)
|
55,648
|
|
|
—
|
|
||
Fresh Water Delivery Revenues
—
Affiliate (in thousands)
|
$
|
12,517
|
|
|
$
|
58
|
|
|
|
|
|
||||
Green River DevCo
|
|
|
|
||||
Fresh Water Delivery Volumes (Bbl/d)
|
—
|
|
|
14,819
|
|
||
Fresh Water Delivery Revenues
—
Affiliate (in thousands)
|
$
|
—
|
|
|
$
|
2,023
|
|
|
|
|
|
||||
Total Gathering Systems
|
|
|
|
||||
Crude Oil Gathering Volumes (Bbl/d)
|
44,235
|
|
|
50,096
|
|
||
Natural Gas Gathering Volumes (MMBtu/d)
|
146,430
|
|
|
99,752
|
|
||
Produced Water Gathering Volumes (Bbl/d)
|
9,052
|
|
|
10,282
|
|
||
Gathering Revenues
—
Affiliate (in thousands)
|
$
|
28,409
|
|
|
$
|
21,574
|
|
|
|
|
|
||||
Total Fresh Water Delivery
|
|
|
|
||||
Fresh Water Delivery Volumes (Bbl/d)
|
129,473
|
|
|
58,402
|
|
||
Fresh Water Delivery Revenues
—
Affiliate (in thousands)
|
$
|
20,319
|
|
|
$
|
8,875
|
|
|
Three Months Ended March 31,
|
|
Increase (Decrease) From Prior Year
|
|||||||
(in thousands)
|
2017
|
|
2016
|
|
||||||
Revenues: Midstream Services — Affiliate
|
|
|
|
|
|
|
||||
Crude Oil, Natural Gas and Produced Water Gathering
|
$
|
28,409
|
|
|
$
|
21,574
|
|
|
32
|
%
|
Fresh Water Delivery
|
20,319
|
|
|
8,875
|
|
|
129
|
%
|
||
Crude Oil Treating
|
1,267
|
|
|
1,275
|
|
|
(1
|
)%
|
||
Other
|
319
|
|
|
399
|
|
|
(20
|
)%
|
||
Revenues: Midstream Services
—
Affiliate
|
$
|
50,314
|
|
|
$
|
32,123
|
|
|
57
|
%
|
•
|
an increase of $12.7 million in fresh water delivery revenues driven by increased fresh water volumes delivered to the Wells Ranch IDP and East Pony IDP due to fresh water volumes required per well for higher intensity completions;
|
•
|
an increase of $4.2 million in water logistic services, including water transfer, hauling, recycling, and disposal services, driven by an increased scope of services in the Wells Ranch IDP and East Pony IDP;
|
•
|
an increase of $2.9 million in natural gas gathering services revenues driven by increased throughput volumes in our Wells Ranch IDP natural gas gathering systems resulting from expansion and gathering system growth as well as an increased natural gas gathering rate;
|
•
|
an increase of $1.2 million in crude oil gathering services revenues driven by increased throughput volumes in our Wells Ranch IDP crude oil gathering systems resulting from expansion and gathering system growth as well as an increased crude oil gathering rate;
|
•
|
an increase of $1.2 million in charges associated with dedicated crude oil and produced water gathering volumes that did not flow through our gathering facilities;
|
•
|
an increase of $0.4 million in fresh water delivery revenues driven by an increased fresh water delivery rate;
|
•
|
a decrease of $2 million in fresh water delivery revenues related to the Mustang IDP due to the timing of well completion activity by Noble; and
|
•
|
a decrease of $2.5 million in crude oil gathering services revenues due to decreased volumes in our East Pony IDP gathering system due to the timing of upstream activity by Noble.
|
|
Three Months Ended March 31,
|
|
Increase
from Prior Year |
|||||||
(in thousands)
|
2017
|
|
2016
|
|
||||||
Direct Operating
|
$
|
11,401
|
|
|
$
|
5,888
|
|
|
94
|
%
|
Depreciation and Amortization
|
2,449
|
|
|
2,144
|
|
|
14
|
%
|
||
General and Administrative
|
2,742
|
|
|
2,654
|
|
|
3
|
%
|
||
Total Operating Expenses
|
$
|
16,592
|
|
|
$
|
10,686
|
|
|
55
|
%
|
|
Three Months Ended March 31,
|
|
Increase (Decrease) from Prior Year
|
|||||||
(in thousands)
|
2017
|
|
2016
|
|
||||||
Other (Income) Expense
|
|
|
|
|
|
|||||
Interest Expense
|
$
|
267
|
|
|
1,385
|
|
|
(81
|
)%
|
|
Capitalized Interest
|
—
|
|
|
(475
|
)
|
|
(100
|
)%
|
||
Interest Expense, Net
|
267
|
|
|
910
|
|
|
(71
|
)%
|
||
Investment Income
|
(1,065
|
)
|
|
(1,293
|
)
|
|
(18
|
)%
|
||
Total Other (Income) Expense
|
$
|
(798
|
)
|
|
$
|
(383
|
)
|
|
108
|
%
|
•
|
our operating performance as compared with 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 March 31,
|
||||||
(thousands)
|
2017
|
|
2016
|
||||
Reconciliation from Net Income
|
|
|
|
||||
Net Income and Comprehensive Income
|
$
|
34,520
|
|
|
$
|
13,510
|
|
Add:
|
|
|
|
||||
Depreciation and Amortization
|
2,449
|
|
|
2,144
|
|
||
Interest Expense, Net of Amount Capitalized
|
267
|
|
|
910
|
|
||
Income Tax Provision
|
—
|
|
|
8,310
|
|
||
EBITDA
|
37,236
|
|
|
$
|
24,874
|
|
|
Less:
|
|
|
|
||||
EBITDA Attributable to Noncontrolling Interests
|
10,862
|
|
|
|
|||
EBITDA Attributable to Noble Midstream Partners LP
|
26,374
|
|
|
|
|||
Less:
|
|
|
|
||||
Cash Interest Paid
|
175
|
|
|
|
|||
Maintenance Capital Expenditures
|
2,101
|
|
|
|
|||
Distributable Cash Flow of Noble Midstream Partners LP
|
$
|
24,098
|
|
|
|
|
Three Months Ended March 31,
|
||||||
(thousands)
|
2017
|
|
2016
|
||||
Reconciliation from Net Cash Provided by Operating Activities
|
|
|
|
||||
Net Cash Provided by Operating Activities
|
$
|
32,225
|
|
|
$
|
14,599
|
|
Add:
|
|
|
|
||||
Interest Expense, Net of Amount Capitalized
|
267
|
|
|
910
|
|
||
Changes in Operating Assets and Liabilities
|
4,966
|
|
|
5,123
|
|
||
Change in Income Tax Payable
|
—
|
|
|
4,153
|
|
||
Stock Based Compensation and Other
|
(222
|
)
|
|
89
|
|
||
EBITDA
|
37,236
|
|
|
$
|
24,874
|
|
|
Less:
|
|
|
|
||||
EBITDA Attributable to Noncontrolling Interests
|
10,862
|
|
|
|
|||
EBITDA Attributable to Noble Midstream Partners LP
|
26,374
|
|
|
|
|||
Less:
|
|
|
|
||||
Cash Interest Paid
|
175
|
|
|
|
|||
Maintenance Capital Expenditures
|
2,101
|
|
|
|
|||
Distributable Cash Flow of Noble Midstream Partners LP
|
$
|
24,098
|
|
|
|
(in thousands)
|
March 31, 2017
|
|
December 31, 2016
|
||||
Total Cash
|
$
|
38,859
|
|
|
$
|
57,421
|
|
Amount Available to be Borrowed Under Our Revolving Credit Facility
(1)
|
350,000
|
|
|
350,000
|
|
||
Available Liquidity
|
$
|
388,859
|
|
|
$
|
407,421
|
|
(1)
|
See Item 1. Financial Statements – Note
5. Debt
and
See Item 1. Financial Statements – Note
13. Subsequent Events
.
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Total Cash Provided By (Used in)
|
|
|
|
||||
Operating Activities
|
$
|
32,225
|
|
|
$
|
14,599
|
|
Investing Activities
|
(32,589
|
)
|
|
(11,661
|
)
|
||
Financing Activities
|
(18,198
|
)
|
|
(21,257
|
)
|
||
Decrease in Cash and Cash Equivalents
|
$
|
(18,562
|
)
|
|
$
|
(18,319
|
)
|
•
|
an increase of
$21 million
in net income driven by increased revenues resulting from higher throughput volumes;
|
•
|
a decrease of
$6.5 million
due to accounts receivable activity resulting from the timing of cash collections:
|
•
|
a decrease of
$8.1 million
due to decreases in deferred income taxes and current income taxes payable resulting from the Partnership's status as a non-taxable entity for U.S. federal income tax purposes; and
|
•
|
a decrease of
$3.0 million
due to accounts payable activity resulting from the timing of cash disbursements.
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Gathering System Expenditures
|
$
|
64,899
|
|
|
$
|
4,744
|
|
Fresh Water Delivery System Expenditures
|
10,814
|
|
|
428
|
|
||
Total Capital Expenditures
|
$
|
75,713
|
|
|
$
|
5,172
|
|
|
|
|
|
||||
Additions to Investments
|
$
|
1,364
|
|
|
$
|
35
|
|
•
|
the ability of Noble Energy, Inc. (Noble, NBL or Parent) to meet its drilling and development plans;
|
•
|
changes in general economic conditions;
|
•
|
competitive conditions in our industry;
|
•
|
actions taken by third-party operators, gatherers, processors and transporters;
|
•
|
the demand for crude oil and natural gas gathering and processing services;
|
•
|
our ability to successfully implement our business plan;
|
•
|
our 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;
|
•
|
competition from the same and alternative energy sources;
|
•
|
energy efficiency and technology trends;
|
•
|
operating hazards and other risks incidental to our midstream services;
|
•
|
natural disasters, weather-related delays, casualty losses and other matters beyond our control;
|
•
|
interest rates;
|
•
|
labor relations;
|
•
|
defaults by Noble under our gathering and processing agreements;
|
•
|
changes in availability and cost of capital;
|
•
|
changes in our tax status;
|
•
|
the effect of existing and future laws and government regulations; and
|
•
|
the effects of future litigation.
|
|
|
|
|
Noble Midstream Partners LP
|
|
|
|
|
By: Noble Midstream GP, LLC,
its General Partner
|
|
|
|
|
|
Date
|
|
May 2, 2017
|
|
By:
/s/ John F. Bookout, IV
|
|
|
|
|
John F. Bookout, IV
Chief Financial Officer
|
|
||
Exhibit Number
|
|
Exhibit
|
|
|
|
2.1
|
|
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
3.3
|
|
|
|
|
|
3.4
|
|
|
|
|
|
3.5
|
|
|
|
|
|
3.6
|
|
|
|
|
|
3.7
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.2†
|
|
|
|
|
|
10.3*
|
|
|
|
|
|
10.4*
|
|
|
|
|
|
31.1*
|
|
|
|
|
|
31.2*
|
|
|
|
|
|
32.1*
|
|
|
|
|
|
|
||
32.2*
|
|
|
|
|
|
101.INS*
|
|
XBRL Instance Document
|
|
|
|
101.SCH*
|
|
XBRL Schema Document
|
|
|
|
101.CAL*
|
|
XBRL Calculation Linkbase Document
|
|
|
|
101.LAB*
|
|
XBRL Label Linkbase Document
|
|
|
|
101.PRE*
|
|
XBRL Presentation Linkbase Document
|
|
|
|
101.DEF*
|
|
XBRL Definition Linkbase Document
|
*
|
Filed herewith.
|
†
|
Management contract or compensatory plan or arrangement required to be filed as an exhibit hereto.
|
+
|
Exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be furnished to the Securities and Exchange Commission upon request.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Noble Midstream Partners LP;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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Date:
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May 2, 2017
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/s/ Terry R. Gerhart
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Terry R. Gerhart
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Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of Noble Midstream Partners LP;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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Date:
|
May 2, 2017
|
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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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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
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(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
May 2, 2017
|
|
/s/ Terry R. Gerhart
|
|
|
|
Terry R. Gerhart
|
|
|
|
Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
May 2, 2017
|
|
/s/ John F. Bookout, IV
|
|
|
|
John F. Bookout, IV
|
|
|
|
Chief Financial Officer
|